STRUCTURED ASSET SECURITIES CORPORATION, as Depositor, AURORA LOAN SERVICES LLC, as Master Servicer, CLAYTON FIXED INCOME SERVICES INC., as Credit Risk Manager, and CITIBANK, N.A., as Trustee
EXECUTION
STRUCTURED
ASSET SECURITIES CORPORATION, as Depositor,
AURORA
LOAN SERVICES LLC, as Master Servicer,
XXXXXXX
FIXED INCOME SERVICES INC., as Credit Risk Manager,
and
CITIBANK,
N.A., as Trustee
Dated
as
of June 1, 2007
MORTGAGE
PASS-THROUGH CERTIFICATES
SERIES
2007-3
TABLE
OF
CONTENTS
Page
|
||||
ARTICLE
I DEFINITIONS
|
||||
Section
1.01
|
Definitions.
|
16
|
||
Section
1.02
|
Calculations
Respecting Mortgage Loans.
|
61
|
||
Section
1.03
|
Calculations
Respecting Accrued Interest.
|
61
|
||
ARTICLE
II DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES
|
||||
Section
2.01
|
Creation
and Declaration of Trust Fund; Conveyance of Mortgage
Loans.
|
62
|
||
Section
2.02
|
Acceptance
of Trust Fund by Trustee: Review of Documentation for Trust
Fund.
|
66
|
||
Section
2.03
|
Representations
and Warranties of the Depositor.
|
68
|
||
Section
2.04
|
Discovery
of Breach.
|
69
|
||
Section
2.05
|
Repurchase,
Purchase or Substitution of Mortgage Loans.
|
70
|
||
Section
2.06
|
Grant
Clause.
|
71
|
||
ARTICLE
III THE CERTIFICATES
|
||||
Section
3.01
|
The
Certificates.
|
72
|
||
Section
3.02
|
Registration.
|
73
|
||
Section
3.03
|
Transfer
and Exchange of Certificates.
|
74
|
||
Section
3.04
|
Cancellation
of Certificates.
|
80
|
||
Section
3.05
|
Replacement
of Certificates.
|
80
|
||
Section
3.06
|
Persons
Deemed Owners.
|
81
|
||
Section
3.07
|
Temporary
Certificates.
|
81
|
||
Section
3.08
|
Appointment
of Paying Agent.
|
81
|
||
Section
3.09
|
Book-Entry
Certificates.
|
82
|
||
ARTICLE
IV ADMINISTRATION OF THE TRUST FUND
|
||||
Section
4.01
|
Collection
Account.
|
83
|
||
Section
4.02
|
Application
of Funds in the Collection Account.
|
85
|
||
Section
4.03
|
Reports
to Certificateholders.
|
87
|
||
Section
4.04
|
Certificate
Account.
|
92
|
||
Section
4.05
|
[Reserved].
|
94
|
||
ARTICLE
V DISTRIBUTIONS TO HOLDERS OF CERTIFICATES
|
||||
Section
5.01
|
Distributions
Generally.
|
94
|
||
Section
5.02
|
Distributions
from the Certificate Account.
|
95
|
||
Section
5.03
|
Allocation
of Losses.
|
108
|
||
Section
5.04
|
Advances
by Master Servicer, Servicer and Trustee.
|
109
|
||
Section
5.05
|
Compensating
Interest Payments.
|
110
|
||
Section
5.06
|
Basis
Risk Reserve Fund.
|
110
|
||
Section
5.07
|
Supplemental
Interest Trust.
|
110
|
||
Section
5.08
|
Rights
of Swap Counterparty.
|
113
|
||
Section
5.09
|
Termination
Receipts.
|
114
|
i
ARTICLE
VI CONCERNING THE TRUSTEE; EVENTS OF DEFAULT
|
||||
Section
6.01
|
Duties
of Trustee.
|
115
|
||
Section
6.02
|
Certain
Matters Affecting the Trustee.
|
120
|
||
Section
6.03
|
Trustee
Not Liable for Certificates.
|
121
|
||
Section
6.04
|
Trustee
May Own Certificates.
|
122
|
||
Section
6.05
|
Eligibility
Requirements for Trustee.
|
122
|
||
Section
6.06
|
Resignation
and Removal of Trustee.
|
122
|
||
Section
6.07
|
Successor
Trustee.
|
123
|
||
Section
6.08
|
Merger
or Consolidation of Trustee.
|
124
|
||
Section
6.09
|
Appointment
of Co-Trustee, Separate Trustee or Custodian.
|
124
|
||
Section
6.10
|
Authenticating
Agents.
|
126
|
||
Section
6.11
|
Indemnification
of Trustee.
|
127
|
||
Section
6.12
|
Fees
and Expenses of Trustee and Custodian.
|
128
|
||
Section
6.13
|
Collection
of Monies.
|
129
|
||
Section
6.14
|
Events
of Default; Trustee To Act; Appointment of Successor.
|
129
|
||
Section
6.15
|
Additional
Remedies of Trustee Upon Event of Default.
|
133
|
||
Section
6.16
|
Waiver
of Defaults.
|
134
|
||
Section
6.17
|
Notification
to Holders.
|
134
|
||
Section
6.18
|
Directions
by Certificateholders and Duties of Trustee During Event of
Default.
|
134
|
||
Section
6.19
|
Action
Upon Certain Failures of the Master Servicer and Upon Event of
Default.
|
135
|
||
Section
6.20
|
Preparation
of Tax Returns and Other Reports.
|
135
|
||
Section
6.21
|
Reporting
Requirements of the Commission.
|
143
|
||
Section
6.22
|
No
Merger.
|
143
|
||
ARTICLE
VII PURCHASE OF MORTGAGE LOANS AND TERMINATION OF THE TRUST
FUND
|
||||
Section
7.01
|
Purchase
of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation
of All Mortgage Loans; Purchase of Lower Tier REMIC 1 Uncertificated
Regular Interests.
|
144
|
||
Section
7.02
|
Procedure
Upon Termination of Trust Fund or Purchase of Lower Tier REMIC
1
Uncertificated Regular Interests.
|
147
|
||
Section
7.03
|
Additional
Trust Fund Termination Event or Purchase of the Lower Tier REMIC
1
Uncertificated Regular Interests.
|
149
|
||
Section
7.04
|
Optional
Repurchase Right.
|
150
|
||
ARTICLE
VIII RIGHTS OF CERTIFICATEHOLDERS
|
||||
Section
8.01
|
Limitation
on Rights of Holders.
|
150
|
||
Section
8.02
|
Access
to List of Holders.
|
151
|
||
Section
8.03
|
Acts
of Holders of Certificates.
|
152
|
||
ARTICLE
IX ADMINISTRATION AND SERVICING OF MORTGAGE LOANS BY THE MASTER
SERVICER;
CREDIT RISK MANAGER
|
||||
Section
9.01
|
Duties
of the Master Servicer.
|
153
|
ii
Section
9.02
|
Master
Servicer Fidelity Bond and Master Servicer Errors and Omissions
Insurance
Policy.
|
153
|
||
Section
9.03
|
Master
Servicer’s Financial Statements and Related Information.
|
154
|
||
Section
9.04
|
Power
to Act; Procedures.
|
154
|
||
Section
9.05
|
Enforcement
of Servicer’s and Master Servicer’s Obligations.
|
157
|
||
Section
9.06
|
Collection
of Taxes, Assessments and Similar Items.
|
157
|
||
Section
9.07
|
Termination
of Servicing Agreement; Successor Servicer.
|
158
|
||
Section
9.08
|
Master
Servicer Liable for Enforcement.
|
159
|
||
Section
9.09
|
No
Contractual Relationship Between Servicer and Trustee or
Depositor.
|
159
|
||
Section
9.10
|
Assumption
of Servicing Agreement by Trustee.
|
160
|
||
Section
9.11
|
Due-on-Sale
Clauses; Assumption Agreements.
|
160
|
||
Section
9.12
|
Release
of Mortgage Files.
|
160
|
||
Section
9.13
|
Documents,
Records and Funds in Possession of Master Servicer to be Held for
Trustee.
|
161
|
||
Section
9.14
|
Representations
and Warranties of the Master Servicer.
|
163
|
||
Section
9.15
|
Opinion.
|
165
|
||
Section
9.16
|
Standard
Hazard and Flood Insurance Policies.
|
165
|
||
Section
9.17
|
Presentment
of Claims and Collection of Proceeds.
|
166
|
||
Section
9.18
|
[Reserved].
|
166
|
||
Section
9.19
|
Trustee
To Retain Possession of Certain Documents.
|
166
|
||
Section
9.20
|
[Reserved].
|
166
|
||
Section
9.21
|
Compensation
to the Master Servicer.
|
166
|
||
Section
9.22
|
REO
Property.
|
167
|
||
Section
9.23
|
Notices
to the Depositor and the Trustee
|
167
|
||
Section
9.24
|
Reports
to the Trustee.
|
168
|
||
Section
9.25
|
Assessment
of Compliance and Attestation Reports
|
169
|
||
Section
9.26
|
Annual
Statement of Compliance with Relevant Servicing Criteria.
|
170
|
||
Section
9.27
|
Merger
or Consolidation.
|
171
|
||
Section
9.28
|
Resignation
of Master Servicer.
|
171
|
||
Section
9.29
|
Assignment
or Delegation of Duties by the Master Servicer.
|
171
|
||
Section
9.30
|
Limitation
on Liability of the Master Servicer and Others.
|
172
|
||
Section
9.31
|
Indemnification;
Third-Party Claims.
|
173
|
||
Section
9.32
|
Special
Servicing of Delinquent Mortgage Loans.
|
174
|
||
Section
9.33
|
Alternative
Index.
|
174
|
||
Section
9.34
|
Duties
of the Credit Risk Manager.
|
174
|
||
Section
9.35
|
Limitation
Upon Liability of the Credit Risk Manager.
|
176
|
||
Section
9.36
|
Indemnification
by the Credit Risk Manager.
|
176
|
||
Section
9.37
|
Removal
of Credit Risk Manager.
|
177
|
||
ARTICLE
X REMIC ADMINISTRATION
|
||||
Section
10.01
|
REMIC
Administration.
|
177
|
||
Section
10.02
|
Prohibited
Transactions and Activities.
|
180
|
||
Section
10.03
|
Indemnification
with Respect to Certain Taxes and Loss of REMIC Status.
|
181
|
||
Section
10.04
|
REO
Property.
|
181
|
||
ARTICLE
XI MISCELLANEOUS PROVISIONS
|
||||
Section
11.01
|
Binding
Nature of Agreement; Assignment.
|
182
|
iii
Section
11.02
|
Entire
Agreement.
|
182
|
||
Section
11.03
|
Amendment.
|
182
|
||
Section
11.04
|
Voting
Rights.
|
184
|
||
Section
11.05
|
Provision
of Information.
|
184
|
||
Section
11.06
|
Governing
Law.
|
185
|
||
Section
11.07
|
Notices.
|
185
|
||
Section
11.08
|
Severability
of Provisions.
|
185
|
||
Section
11.09
|
Indulgences;
No Waivers.
|
186
|
||
Section
11.10
|
Headings
Not To Affect Interpretation.
|
186
|
||
Section
11.11
|
Benefits
of Agreement.
|
186
|
||
Section
11.12
|
Special
Notices to the Rating Agencies and any NIMS Insurer.
|
186
|
||
Section
11.13
|
Conflicts.
|
187
|
||
Counterparts.
|
187
|
|||
Section
11.15
|
Transfer
of Servicing.
|
187
|
iv
ATTACHMENTS
Exhibit
A-1
|
Form
of Senior Certificate
|
|
Exhibit
A-2
|
Form
of Class M Certificate
|
|
Exhibit
A-3
|
Form
of Class B Certificate
|
|
Exhibit
A-4
|
Form
of Class P Certificate
|
|
Exhibit
A-5
|
Form
of Class X Certificate
|
|
Exhibit
A-6
|
Form
of Residual Certificate
|
|
Exhibit
A-7
|
Form
of Reverse of Certificate
|
|
Exhibit
B-1
|
Form
of Initial Certification
|
|
Exhibit
B-2
|
Form
of Interim Certification
|
|
Exhibit
B-3
|
Form
of Final Certification
|
|
Exhibit
B-4
|
Form
of Endorsement
|
|
Exhibit
C
|
Request
for Release of Documents and Receipt
|
|
Exhibit
D-l
|
Form
of Residual Certificate Transfer Affidavit (Transferee)
|
|
Exhibit
D-2
|
Form
of Residual Certificate Transfer Affidavit (Transferor)
|
|
Exhibit
E
|
Description
of Servicing Agreement
|
|
Exhibit
F
|
Form
of Rule 144A Transfer Certificate
|
|
Exhibit
G
|
Form
of Purchaser’s Letter for Institutional Accredited
Investors
|
|
Exhibit
H
|
Form
of ERISA Transfer Affidavit
|
|
Exhibit
I
|
[Reserved]
|
|
Exhibit
J
|
[Reserved]
|
|
Exhibit
K
|
Description
of Custodial Agreement
|
|
Exhibit
L
|
Description
of Credit Risk Management Agreement
|
|
Exhibit
M-1
|
Form
of Transfer Certificate for Transfer from Restricted Global Security
to
Regulation S Global Security
|
|
Exhibit
M-2
|
Form
of Transfer Certificate for Transfer from Regulation S Global Security
to
Restricted Global Security
|
|
Exhibit
N
|
Interest
Rate Cap Agreement
|
|
Exhibit
O
|
Swap
Agreement
|
|
Exhibit
P
|
[Reserved]
|
|
Exhibit
Q
|
Form
of Back-Up Certification to be Provided by the Trustee to the Depositor
and/or the Master Servicer
|
|
Exhibit
R-1
|
Form
of Watchlist Report
|
|
Exhibit
R-2
|
Form
of Loss Severity Report
|
|
Exhibit
R-3
|
[Reserved]
|
|
Exhibit
R-4
|
Form
of Prepayment Premiums Report
|
|
Exhibit
R-5
|
Form
of Analytics Report
|
|
Exhibit
S
|
Servicing
Criteria to be Addressed in Report on Assessment of
Compliance
|
|
Exhibit
T
|
[Reserved]
|
|
Exhibit
U
|
Form
of Certification to be Provided by the Credit Risk
Manager
|
|
Exhibit
V
|
Transaction
Parties
|
|
Exhibit
W
|
[Reserved]
|
|
Exhibit
X
|
Schedule
of Fees for Services as Document Custodian
|
|
Exhibit
Y
|
Form
of Call Option Notice
|
|
Exhibit
Z
|
Form
of Purchaser Call Option Notice
|
|
Schedule
A
|
Mortgage
Loan Schedule (by Mortgage Pool)
|
|
First
Payment Default Mortgage Loans
|
||
Schedule
C
|
Delinquency
Default Mortgage Loans
|
v
This
TRUST AGREEMENT, dated as of June 1, 2007 (the “Agreement”), is by and among
STRUCTURED ASSET SECURITIES CORPORATION, a Delaware corporation, as depositor
(the “Depositor”), AURORA LOAN SERVICES LLC, as master servicer (the “Master
Servicer”), CITIBANK, N.A., a national banking association, as trustee (the
“Trustee”), and XXXXXXX FIXED INCOME SERVICES INC., as credit risk manager (the
“Credit Risk Manager”).
PRELIMINARY
STATEMENT
The
Depositor has acquired the Mortgage Loans from the Seller, and at the Closing
Date is the owner of the Mortgage Loans and the other property being conveyed
by
it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing
Date, the Depositor will acquire the Certificates from the Trust Fund, as
consideration for its transfer to the Trust Fund of the Mortgage Loans and
the
other property constituting the Trust Fund. The Depositor has duly authorized
the execution and delivery of this Agreement to provide for the conveyance
to
the Trustee of the Mortgage Loans and the other property constituting the Trust
Fund. All covenants and agreements made by the Seller in the Mortgage Loan
Sale
Agreement and by the Depositor, the Master Servicer and the Trustee herein
with
respect to the Mortgage Loans and the other property constituting the Trust
Fund
are for the benefit of the Holders from time to time of the Certificates and,
to
the extent provided herein, any NIMS Insurer, the Swap Counterparty and the
Cap
Counterparty. The Depositor, the Trustee, the Master Servicer and the Credit
Risk Manager are entering into this Agreement, and the Trustee is accepting
the
Trust Fund created hereby, for good and valuable consideration, the receipt
and
sufficiency of which are hereby acknowledged.
As
provided herein, an election shall be made that the Trust Fund (exclusive of
(i)
the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the
obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv)
the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the
Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account, (viii) the
Collateral Account, (ix) the right to receive FPD Premiums and (x) the
obligation to pay Class I Shortfalls (collectively, the “Excluded Trust
Assets”)) be treated for federal income tax purposes as comprising four real
estate mortgage investment conduits under Section 860D of the Code (each a
“REMIC” or, in the alternative “REMIC 1,” “REMIC 2,” “REMIC 3,” and “REMIC 4”
(REMIC 4 also being referred to as the “Upper Tier REMIC”)). Any inconsistencies
or ambiguities in this Agreement or in the administration of this Agreement
shall be resolved in a manner that preserves the validity of such REMIC
elections.
Each
Certificate, other than the Class R and Class LT-R Certificates, represents
ownership of a regular interest in the Upper Tier REMIC for purposes of the
REMIC Provisions. In addition, each Certificate, other than the Class R, Class
LT-R, Class X and Class P Certificates, represents (i) the right to receive
payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk
Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R
Certificate represents ownership of the sole Class of residual interest in
REMIC
1. The Class R Certificate represents ownership of the sole Class of residual
interest in each of REMIC 2, REMIC 3, and the Upper Tier REMIC for purposes
of
the REMIC Provisions.
The
Upper
Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests
in
REMIC 3, other than the Class LT3-R interest, and each such Lower Tier Interest
is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC
Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier
Interests in REMIC 2, other than the Class LT2-R interest, and each such Lower
Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC
2
shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1,
and
each such Lower Tier Interest is hereby designated as a regular interest in
REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other
than the Lower Tier Interests in REMIC 1, REMIC 2 and REMIC 3 and the Excluded
Trust Assets.
The
startup day for each REMIC created hereby for purposes of the REMIC Provisions
is the Closing Date. In addition, for purposes of the REMIC Provisions, the
latest possible maturity date for each regular interest in each REMIC created
hereby is the Latest Possible Maturity Date.
REMIC
1:
REMIC
1
shall issue one uncertificated interest in respect of each Mortgage Loan held
by
the Trust Fund on the Closing Date, each of which is hereby designated as a
regular interest in REMIC 1 (the “REMIC 1 Regular Interests”). REMIC 1 shall
also issue the Class LT-R Certificate, which shall represent the sole class
of
residual interest in REMIC 1. Each REMIC 1 Regular Interest shall have an
initial principal balance equal to the Scheduled Principal Balance of the
Mortgage Loan to which it relates and shall bear interest at a per annum rate
equal to the Net Mortgage Rate of such Mortgage Loan. In the event a Qualifying
Substitute Mortgage Loan is substituted for such Mortgage Loan (the “Original
Mortgage Loan”), no amount of interest payable on such Qualifying Substitute
Mortgage Loan shall be distributed on such REMIC 1 Regular Interest at a rate
in
excess of the Net Mortgage Rate of the Original Mortgage Loan.
On
each
Distribution Date, the Trustee shall first pay or charge as an expense of
REMIC 1 all expenses of the Trust Fund for such Distribution Date, other
than any expenses in respect of the Swap Agreement.
On
each
Distribution Date the Trustee shall distribute the aggregate Interest Remittance
Amount (net of expenses described in the preceding paragraph) with respect
to
each of the Lower Tier Interests in REMIC 1 based on the above-described
interest rates.
On
each
Distribution Date, the Trustee shall distribute the aggregate Principal
Remittance Amount among the Lower Tier Interests in REMIC 1 in accordance with
the amount of the Principal Remittance Amount attributable to the Mortgage
Loan
corresponding to each such Lower Tier Interest in REMIC 1. All losses on the
Mortgage Loans shall be allocated among the Lower Tier Interests in REMIC 1
in
the same manner that principal distributions are allocated.
On
each
Distribution Date, the Trustee shall distribute the Prepayment Premiums
collected during the preceding Prepayment Period to the Lower Tier Interest
in
REMIC 1 corresponding to the Mortgage Loan with respect to which such amounts
were received.
2
REMIC
2:
The
following table sets forth the designations, principal balances and interest
rates for each interest in REMIC 2, each of which (other than the Class LT2-R
Lower Tier Interest) is hereby designated as a regular interest in REMIC 2
(the
“REMIC 2 Regular Interests”):
Class
Designation
|
Initial
Principal
Balance
|
Interest
Rate
|
||
LT2-A
|
$39,688,115.48
|
(1)
|
||
LT2-F1
|
11,150,000.00
|
(2)
|
||
LT2-V1
|
11,150,000.00
|
(3)
|
||
LT2-F2
|
10,821,500.00
|
(2)
|
||
LT2-V2
|
10,821,500.00
|
(3)
|
||
LT2-F3
|
10,502,000.00
|
(2)
|
||
LT2-V3
|
10,502,000.00
|
(3)
|
||
LT2-F4
|
10,191,500.00
|
(2)
|
||
LT2-V4
|
10,191,500.00
|
(3)
|
||
LT2-F5
|
9,891,000.00
|
(2)
|
||
LT2-V5
|
9,891,000.00
|
(3)
|
||
LT2-F6
|
9,599,000.00
|
(2)
|
||
LT2-V6
|
9,599,000.00
|
(3)
|
||
LT2-F7
|
9,315,500.00
|
(2)
|
||
LT2-V7
|
9,315,500.00
|
(3)
|
||
LT2-F8
|
9,040,500.00
|
(2)
|
||
LT2-V8
|
9,040,500.00
|
(3)
|
||
LT2-F9
|
8,773,500.00
|
(2)
|
||
LT2-V9
|
8,773,500.00
|
(3)
|
||
LT2-F10
|
8,514,500.00
|
(2)
|
||
LT2-V10
|
8,514,500.00
|
(3)
|
||
LT2-F11
|
8,263,000.00
|
(2)
|
||
LT2-V11
|
8,263,000.00
|
(3)
|
||
LT2-F12
|
8,339,000.00
|
(2)
|
||
LT2-V12
|
8,339,000.00
|
(3)
|
||
LT2-F13
|
9,291,000.00
|
(2)
|
||
LT2-V13
|
9,291,000.00
|
(3)
|
||
LT2-F14
|
10,146,500.00
|
(2)
|
||
LT2-V14
|
10,146,500.00
|
(3)
|
||
LT2-F15
|
10,069,000.00
|
(2)
|
||
LT2-V15
|
10,069,000.00
|
(3)
|
||
LT2-F16
|
9,873,500.00
|
(2)
|
||
LT2-V16
|
9,873,500.00
|
(3)
|
||
LT2-F17
|
9,757,500.00
|
(2)
|
||
LT2-V17
|
9,757,500.00
|
(3)
|
||
LT2-F18
|
9,560,500.00
|
(2)
|
||
LT2-V18
|
9,560,500.00
|
(3)
|
||
LT2-F19
|
9,406,500.00
|
(2)
|
||
LT2-V19
|
9,406,500.00
|
(3)
|
3
ClassDesignation
|
Initial
Principal
Balance
|
Interest
Rate
|
||
LT2-V20
|
9,210,500.00
|
(3)
|
||
LT2-F21
|
8,976,000.00
|
(2)
|
||
LT2-V21
|
8,976,000.00
|
(3)
|
||
LT2-F22
|
8,742,500.00
|
(2)
|
||
LT2-V22
|
8,742,500.00
|
(3)
|
||
LT2-F23
|
30,206,000.00
|
(2)
|
||
LT2-V23
|
30,206,000.00
|
(3)
|
||
LT2-F24
|
16,236,000.00
|
(2)
|
||
LT2-V24
|
16,236,000.00
|
(3)
|
||
LT2-F25
|
14,166,500.00
|
(2)
|
||
LT2-V25
|
14,166,500.00
|
(3)
|
||
LT2-F26
|
10,771,000.00
|
(2)
|
||
LT2-V26
|
10,771,000.00
|
(3)
|
||
LT2-F27
|
8,430,000.00
|
(2)
|
||
LT2-V27
|
8,430,000.00
|
(3)
|
||
LT2-F28
|
6,674,500.00
|
(2)
|
||
LT2-V28
|
6,674,500.00
|
(3)
|
||
LT2-F29
|
5,346,000.00
|
(2)
|
||
LT2-V29
|
5,346,000.00
|
(3)
|
||
LT2-F30
|
4,371,500.00
|
(2)
|
||
LT2-V30
|
4,371,500.00
|
(3)
|
||
LT2-F31
|
3,551,000.00
|
(2)
|
||
LT2-V31
|
3,551,000.00
|
(3)
|
||
LT2-F32
|
2,927,000.00
|
(2)
|
||
LT2-V32
|
2,927,000.00
|
(3)
|
||
LT2-F33
|
2,771,000.00
|
(2)
|
||
LT2-V33
|
2,771,000.00
|
(3)
|
||
LT2-F34
|
2,614,500.00
|
(2)
|
||
LT2-V34
|
2,614,500.00
|
(3)
|
||
LT2-F35
|
2,497,500.00
|
(2)
|
||
LT2-V35
|
2,497,500.00
|
(3)
|
||
LT2-F36
|
2,381,000.00
|
(2)
|
||
LT2-V36
|
2,381,000.00
|
(3)
|
||
LT2-F37
|
2,263,500.00
|
(2)
|
||
LT2-V37
|
2,263,500.00
|
(3)
|
||
LT2-F38
|
2,146,000.00
|
(2)
|
||
LT2-V38
|
2,146,000.00
|
(3)
|
||
LT2-F39
|
2,069,000.00
|
(2)
|
||
LT2-V39
|
2,069,000.00
|
(3)
|
||
LT2-F40
|
1,912,500.00
|
(2)
|
||
LT2-V40
|
1,912,500.00
|
(3)
|
||
LT2-F41
|
1,872,500.00
|
(2)
|
||
LT2-V41
|
1,872,500.00
|
(3)
|
4
Class
Designation
|
Initial
Principal
Balance
|
Interest
Rate
|
||
LT2-V42
|
1,756,500.00
|
(3)
|
||
LT2-F43
|
1,679,000.00
|
(2)
|
||
LT2-V43
|
1,679,000.00
|
(3)
|
||
LT2-F44
|
1,599,500.00
|
(2)
|
||
LT2-V44
|
1,599,500.00
|
(3)
|
||
LT2-F45
|
1,483,000.00
|
(2)
|
||
LT2-V45
|
1,483,000.00
|
(3)
|
||
LT2-F46
|
1,444,500.00
|
(2)
|
||
LT2-V46
|
1,444,500.00
|
(3)
|
||
LT2-F47
|
1,365,500.00
|
(2)
|
||
LT2-V47
|
1,365,500.00
|
(3)
|
||
LT2-F48
|
1,327,000.00
|
(2)
|
||
LT2-V48
|
1,327,000.00
|
(3)
|
||
LT2-F49
|
1,209,500.00
|
(2)
|
||
LT2-V49
|
1,209,500.00
|
(3)
|
||
LT2-F50
|
1,170,500.00
|
(2)
|
||
LT2-V50
|
1,170,500.00
|
(3)
|
||
LT2-F51
|
1,132,000.00
|
(2)
|
||
LT2-V51
|
1,132,000.00
|
(3)
|
||
LT2-F52
|
1,054,500.00
|
(2)
|
||
LT2-V52
|
1,054,500.00
|
(3)
|
||
LT2-F53
|
1,014,500.00
|
(2)
|
||
LT2-V53
|
1,014,500.00
|
(3)
|
||
LT2-F54
|
975,500.00
|
(2)
|
||
LT2-V54
|
975,500.00
|
(3)
|
||
LT2-F55
|
898,000.00
|
(2)
|
||
LT2-V55
|
898,000.00
|
(3)
|
||
LT2-F56
|
897,000.00
|
(2)
|
||
LT2-V56
|
897,000.00
|
(3)
|
||
LT2-F57
|
819,000.00
|
(2)
|
||
LT2-V57
|
819,000.00
|
(3)
|
||
LT2-F58
|
781,000.00
|
(2)
|
||
LT2-V58
|
781,000.00
|
(3)
|
||
LT2-F59
|
761,000.00
|
(2)
|
||
LT2-V59
|
761,000.00
|
(3)
|
||
LT2-F60
|
714,500.00
|
(2)
|
||
LT2-V60
|
714,500.00
|
(3)
|
||
LT2-F61
|
679,000.00
|
(2)
|
||
LT2-V61
|
679,000.00
|
(3)
|
||
LT2-F62
|
645,000.00
|
(2)
|
||
LT2-V62
|
645,000.00
|
(3)
|
||
LT2-F63
|
613,000.00
|
(2)
|
||
LT2-V63
|
613,000.00
|
(3)
|
5
Class
Designation
|
Initial
Principal
Balance
|
Interest
Rate
|
||
LT2-V64
|
584,500.00
|
(3)
|
||
LT2-F65
|
554,000.00
|
(2)
|
||
LT2-V65
|
554,000.00
|
(3)
|
||
LT2-F66
|
527,000.00
|
(2)
|
||
LT2-V66
|
527,000.00
|
(3)
|
||
LT2-F67
|
501,500.00
|
(2)
|
||
LT2-V67
|
501,500.00
|
(3)
|
||
LT2-F68
|
475,500.00
|
(2)
|
||
LT2-V68
|
475,500.00
|
(3)
|
||
LT2-F69
|
452,500.00
|
(2)
|
||
LT2-V69
|
452,500.00
|
(3)
|
||
LT2-F70
|
431,000.00
|
(2)
|
||
LT2-V70
|
431,000.00
|
(3)
|
||
LT2-F71
|
8,282,500.00
|
(2)
|
||
LT2-V71
|
8,282,500.00
|
(3)
|
||
LT2-R
|
(4)
|
(4)
|
||
(1)
|
For
any Distribution Date (and the related Accrual Period) the interest
rate
for the Class LT2-A Interest shall be the Net WAC Rate.
|
(2)
|
For
any Distribution Date (and the related Accrual Period) the interest
rate
for each of these Lower Tier Interests shall be the lesser of (i)
the
REMIC Swap Rate for such Distribution Date, and (ii) the product
of (a)
the Net WAC Rate and (b) 2.
|
(3)
|
For
any Distribution Date (and the related Accrual Period) the interest
rate
for each of these Lower Tier Interests shall be the excess, if any,
of (i)
the product of (a) the Net WAC Rate and (b) 2, over (ii) the REMIC
Swap
Rate for such Distribution Date and, if no such excess, shall be
zero.
|
(4)
|
The
Class LT2-R interest shall not have a principal amount and shall
not bear
interest. The Class LT2-R interest is hereby designated as the sole
class
of residual interest in REMIC 2.
|
On
each
Distribution Date, the Trustee shall distribute the aggregate Interest
Remittance Amount for the two Mortgage Pools (net of the expenses paid by REMIC
1) with respect to each of the Lower Tier Interests in REMIC 2 based on the
above-described interest rates.
On
each
Distribution Date, the Trustee shall distribute the aggregate Principal
Remittance Amount with respect to the two Mortgage Pools with respect to the
Lower Tier Interests in REMIC 2, first to the Class LT2-A Interest until its
principal balance is reduced to zero, and then sequentially, to the other Lower
Tier Interests in REMIC 2 in ascending order of their numerical class
designation, and, with respect to each pair of classes having the same numerical
designation, in equal amounts to each such class, until the principal balance
of
each such class is reduced to zero. All losses on the Mortgage Loans shall
be
allocated among the Lower Tier Interests in REMIC 2 in the same manner that
principal distributions are allocated.
On
each
Distribution Date, the Trustee shall distribute the Prepayment Premiums
collected during the preceding Prepayment Period to the Class LT2-F71 Lower
Tier
Interest.
6
REMIC
3:
The
following table sets forth the designations, principal balances and interest
rates for each interest in REMIC 3, each of which (other than the Class LT3-R
interest) is hereby designated as a regular interest in REMIC 3 (the “REMIC 3
Regular Interests”):
REMIC
3
Lower
Tier
Class
Designation
|
REMIC
3
Lower
Tier
Interest
Rate
|
Initial
Class
Principal
Amount
|
Corresponding
Class of
Certificate(s)
|
|||
Class
LT3-A1
|
(1)
|
(3)
|
A1
|
|||
Class
LT3-A2
|
(1)
|
(3)
|
A2
|
|||
Class
LT3-A3
|
(1)
|
(3)
|
A3
|
|||
Class
LT3-A4
|
(1)
|
(3)
|
A4
|
|||
Class
LT3-A5
|
(1)
|
(3)
|
A5
|
|||
Class
LT3-M1
|
(1)
|
(3)
|
M1
|
|||
Class
LT3-M2
|
(1)
|
(3)
|
M2
|
|||
Class
LT3-M3
|
(1)
|
(3)
|
M3
|
|||
Class
LT3-M4
|
(1)
|
(3)
|
M4
|
|||
Class
LT3-M5
|
(1)
|
(3)
|
M5
|
|||
Class
LT3-M6
|
(1)
|
(3)
|
M6
|
|||
Class
LT3-M7
|
(1)
|
(3)
|
M7
|
|||
Class
LT3-M8
|
(1)
|
(3)
|
M8
|
|||
Class
LT3-M9
|
(1)
|
(3)
|
M9
|
|||
Class
LT3-B1
|
(1)
|
(3)
|
B1
|
|||
Class
LT3-B2
|
(1)
|
(3)
|
B2
|
|||
Class
LT3-Q
|
(1)
|
(4)
|
N/A
|
|||
Class
LT3-IO
|
(2)
|
(2)
|
N/A
|
|||
Class
LT3-R
|
(5)
|
(5)
|
R
|
(1)
|
For
any Distribution Date (and the related Accrual Period) the interest
rate
for each of these Lower Tier Interests in REMIC 3 is a per annum
rate
equal to the weighted average of the interest rates on the Lower
Tier
Interests in REMIC 2 for such Distribution Date, provided,
however, that
for any Distribution Date on which the Class LT3-IO Interest is entitled
to a portion of the interest accruals on a Lower Tier Interest in
REMIC 2
having an “F” in its class designation, as described in footnote two
below, such weighted average shall be computed by first subjecting
the
rate on such Lower Tier Interest in REMIC 2 to a cap equal to Swap
LIBOR
for such Distribution Date.
|
(2)
|
The
Class LT3-IO is an interest only class that does not have a principal
balance. For only those Distribution Dates listed in the first column
in
the table below, the Class LT3-IO shall be entitled to interest accrued
on
the Lower Tier Interest in REMIC 2 listed in the second column in
the
table below at a per annum rate equal to the excess, if any, of (i)
the
interest rate for such Lower Tier Interest in REMIC 2 for such
Distribution Date over (ii) Swap LIBOR for such Distribution
Date.
|
Distribution
Dates
|
REMIC
2
Class
Designation
|
|
2
|
Class
LT2-F1
|
|
2-3
|
Class
LT2-F2
|
|
2-4
|
Class
LT2-F3
|
|
2-5
|
Class
LT2-F4
|
|
2-6
|
Class
LT2-F5
|
|
2-7
|
Class
LT2-F6
|
7
2-8
|
Class
LT2-F7
|
|
2-9
|
Class
LT2-F8
|
|
2-10
|
Class
LT2-F9
|
|
2-11
|
Class
LT2-F10
|
|
2-12
|
Class
LT2-F11
|
|
2-13
|
Class
LT2-F12
|
|
2-14
|
Class
LT2-F13
|
|
2-15
|
Class
LT2-F14
|
|
2-16
|
Class
LT2-F15
|
|
2-17
|
Class
LT2-F16
|
|
2-18
|
Class
LT2-F17
|
|
2-19
|
Class
LT2-F18
|
|
2-20
|
Class
LT2-F19
|
|
2-21
|
Class
LT2-F20
|
|
2-22
|
Class
LT2-F21
|
|
2-23
|
Class
LT2-F22
|
|
2-24
|
Class
LT2-F23
|
|
2-25
|
Class
LT2-F24
|
|
2-26
|
Class
LT2-F25
|
|
2-27
|
Class
LT2-F26
|
|
2-28
|
Class
LT2-F27
|
|
2-29
|
Class
LT2-F28
|
|
2-30
|
Class
LT2-F29
|
|
2-31
|
Class
LT2-F30
|
|
2-32
|
Class
LT2-F31
|
|
2-33
|
Class
LT2-F32
|
|
2-34
|
Class
LT2-F33
|
|
2-35
|
Class
LT2-F34
|
|
2-36
|
Class
LT2-F35
|
|
2-37
|
Class
LT2-F36
|
|
2-38
|
Class
LT2-F37
|
|
2-39
|
Class
LT2-F38
|
|
2-40
|
Class
LT2-F39
|
|
2-41
|
Class
LT2-F40
|
|
2-42
|
Class
LT2-F41
|
|
2-43
|
Class
LT2-F42
|
|
2-44
|
Class
LT2-F43
|
|
2-45
|
Class
LT2-F44
|
|
2-46
|
Class
LT2-F45
|
|
2-47
|
Class
LT2-F46
|
|
2-48
|
Class
LT2-F47
|
|
2-49
|
Class
LT2-F48
|
|
2-50
|
Class
LT2-F49
|
|
2-51
|
Class
LT2-F50
|
|
2-52
|
Class
LT2-F51
|
|
2-53
|
Class
LT2-F52
|
|
2-54
|
Class
LT2-F53
|
|
2-55
|
Class
LT2-F54
|
|
2-56
|
Class
LT2-F55
|
|
2-57
|
Class
LT2-F56
|
|
2-58
|
Class
LT2-F57
|
|
2-59
|
Class
LT2-F58
|
|
2-60
|
Class
LT2-F59
|
|
2-61
|
Class
LT2-F60
|
|
2-62
|
Class
LT2-F61
|
|
2-63
|
Class
LT2-F62
|
8
2-64
|
Class
LT2-F63
|
|
2-65
|
Class
LT2-F64
|
|
2-66
|
Class
LT2-F65
|
|
2-67
|
Class
LT2-F66
|
|
2-68
|
Class
LT2-F67
|
|
2-69
|
Class
LT2-F68
|
|
2-70
|
Class
LT2-F69
|
|
2-71
|
Class
LT2-F70
|
|
2-72
|
Class
LT2-F71
|
(3)
|
This
interest shall have an initial class principal amount equal to one-half
of
the initial Class Principal Amount of its Corresponding Class of
Certificates.
|
(4)
|
This
interest shall have an initial class principal amount equal to the
excess
of (i) the Aggregate Pool Balance as of the Cut-off Date, over (ii)
the
aggregate initial class principal amount of each other regular interest
in
REMIC 3.
|
(5)
|
The
Class LT3-R interest is the sole class of residual interests in REMIC
3.
It does not have an interest rate or a principal
balance.
|
On
each
Distribution Date, interest shall be distributed on the Lower Tier Interests
in
REMIC 3 based on the above-described interest rates,
provided,
however,
that
interest that accrues on the Class LT3-Q Interest shall be deferred in an amount
equal to one-half of the increase, if any, in the Overcollateralization Amount
for such Distribution Date. Any interest so deferred shall itself bear interest
at the interest rate for the Class LT3-Q Interest. An amount equal to the
interest so deferred shall be distributed as additional principal on the other
Lower Tier Interests in REMIC 3 having a principal balance in the manner
described under priority (a) below.
On
each
Distribution Date principal shall be distributed, and Realized Losses shall
be
allocated, among the Lower Tier Interests in REMIC 3 in the following order
of
priority:
(a)
First, to the Class LT3-A1, Class LT3-A2, Class LT3-A3, Class LT3-A4, Class
LT3-A5, Class LT3-M1, Class LT3-M2, Class LT3-M3, Class LT3-M4, Class
LT3-M5, Class LT3-M6, Class LT3-M7, Class LT3-M8, Class LT3-M9, Class LT3-B1
and
Class LT3-B2 Interests until the principal balance of each such Lower Tier
Interest equals one-half of the Class Principal Amount of the Corresponding
Class of Certificates immediately after such Distribution Date; and
(b)
Second, to the Class LT3-Q Interest, any remaining amounts.
On
each
Distribution Date, the Trustee shall be deemed to have distributed the
Prepayment Premiums passed through with respect to the Class LT2-F71 Lower
Tier
Interest in REMIC 2 on such Distribution Date to the Class LT3-Q
Interest.
9
The
Certificates:
The
following table sets forth (or describes) the Class designation, Certificate
Interest Rate, initial Class Principal Amount and minimum denomination for
each
Class of Certificates comprising interests in the Trust Fund created hereunder.
Class
Designation
|
Certificate
Interest
Rate
|
Initial
Class
Principal
Amount
|
Minimum
Denomination
|
|||
Class
A1
|
(1)
|
$415,137,000.00
|
$ 25,000
|
|||
Class
A2
|
(2)
|
$110,487,000.00
|
$ 25,000
|
|||
Class
A3
|
(3)
|
$ 18,819,000.00
|
$ 25,000
|
|||
Class
A4
|
(4)
|
$ 39,086,000.00
|
$ 25,000
|
|||
Class
A5
|
(5)
|
$ 14,861,000.00
|
$ 25,000
|
|||
Class
M1
|
(6)
|
$ 43,103,000.00
|
$100,000
|
|||
Class
M2
|
(7)
|
$ 25,629,000.00
|
$100,000
|
|||
Class
M3
|
(8)
|
$ 14,756,000.00
|
$100,000
|
|||
Class
M4
|
(9)
|
$ 13,203,000.00
|
$100,000
|
|||
Class
M5
|
(10)
|
$ 12,426,000.00
|
$100,000
|
|||
Class
M6
|
(11)
|
$ 11,649,000.00
|
$100,000
|
|||
Class
M7
|
(12)
|
$ 11,261,000.00
|
$100,000
|
|||
Class
M8
|
(13)
|
$ 7,766,000.00
|
$100,000
|
|||
Class
M9
|
(14)
|
$ 8,931,000.00
|
$100,000
|
|||
Class
B1
|
(15)
|
$ 5,048,000.00
|
$100,000
|
|||
Class
B2
|
(16)
|
$ 7,766,000.00
|
$100,000
|
|||
Class
X
|
(17)
|
(17)
|
5%
|
|||
Class
R
|
(18)
|
(18)
|
100%
|
|||
Class
P
|
(19)
|
$100
(20)
|
5%
|
|||
Class
LT-R
|
(21)
|
(21)
|
100%
|
(1)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class A1 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.210% and (ii) with respect
to
any Distribution Date on which the Class Principal Amounts of the
Group 2
Senior Certificates are outstanding, the Pool 1 Net Funds Cap for
such
Distribution Date or, after the Distribution Date on which the Class
Principal Amounts of the Group 2 Senior Certificates have been reduced
to
zero, the Subordinate Net Funds Cap for such Distribution
Date;
provided,
that if the Mortgage Loans and related property are not purchased
pursuant
to Section 7.01(b) on the Initial Optional Termination Date, then
with
respect to each subsequent Distribution Date the per annum rate calculated
pursuant to clause (i) above with respect to the Class A1 Certificates
will be LIBOR plus 0.420%. For purposes of the REMIC Provisions,
each
reference to a Net Funds Cap in clause (ii) of the preceding sentence
shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore,
on any Distribution Date on which the Certificate Interest Rate for
the
Class A1 Certificates exceeds the REMIC 3 Net Funds Cap, interest
accruals
based on such excess shall be treated as having been paid from the
Basis
Risk Reserve Fund or the Supplemental Interest Trust, as applicable;
on
any Distribution Date on which the Certificate Interest Rate on the
Class
A1 Certificates is based on a Net Funds Cap, the amount of interest
that
would have accrued on the Class A1 Certificates if the REMIC 3 Net
Funds
Cap were substituted for the Net Funds Cap shall be treated as having
been
paid by the Class A1 Certificateholders to the Supplemental Interest
Trust, all pursuant to and as further provided in Section 10.01(n)
hereof.
|
10
(2)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class A2 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.060% and (ii) with respect
to
any Distribution Date on which the Class Principal Amounts of the
Group 1
Senior Certificates are outstanding, the Pool 2 Net Funds Cap for
such
Distribution Date or, after the Distribution Date on which the Class
Principal Amounts of the Group 1 Senior Certificates have been reduced
to
zero, the Subordinate Net Funds Cap for such Distribution
Date;
provided,
that if the Mortgage Loans and related property are not purchased
pursuant
to Section 7.01(b) on the Initial Optional Termination Date, then
with
respect to each subsequent Distribution Date the per annum rate calculated
pursuant to clause (i) above with respect to the Class A2 Certificates
will be LIBOR plus 0.120%. For purposes of the REMIC Provisions,
each
reference to a Net Funds Cap in clause (ii) of the preceding sentence
shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore,
on any Distribution Date on which the Certificate Interest Rate for
the
Class A2 Certificates exceeds the REMIC 3 Net Funds Cap, interest
accruals
based on such excess shall be treated as having been paid from the
Basis
Risk Reserve Fund or the Supplemental Interest Trust, as applicable;
on
any Distribution Date on which the Certificate Interest Rate on the
Class
A2 Certificates is based on a Net Funds Cap, the amount of interest
that
would have accrued on the Class A2 Certificates if the REMIC 3 Net
Funds
Cap were substituted for the Net Funds Cap shall be treated as having
been
paid by the Class A2 Certificateholders to the Supplemental Interest
Trust, all pursuant to and as further provided in Section 10.01(n)
hereof.
|
(3)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class A3 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.130% and (ii) with respect
to
any Distribution Date on which the Class Principal Amounts of the
Group 1
Senior Certificates are outstanding, the Pool 2 Net Funds Cap for
such
Distribution Date or, after the Distribution Date on which the Class
Principal Amounts of the Group 1 Senior Certificates have been reduced
to
zero, the Subordinate Net Funds Cap for such Distribution
Date;
provided,
that if the Mortgage Loans and related property are not purchased
pursuant
to Section 7.01(b) on the Initial Optional Termination Date, then
with
respect to each subsequent Distribution Date the per annum rate calculated
pursuant to clause (i) above with respect to the Class A3 Certificates
will be LIBOR plus 0.260%. For purposes of the REMIC Provisions,
each
reference to a Net Funds Cap in clause (ii) of the preceding sentence
shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore,
on any Distribution Date on which the Certificate Interest Rate for
the
Class A3 Certificates exceeds the REMIC 3 Net Funds Cap, interest
accruals
based on such excess shall be treated as having been paid from the
Basis
Risk Reserve Fund or the Supplemental Interest Trust, as applicable;
on
any Distribution Date on which the Certificate Interest Rate on the
Class
A3 Certificates is based on a Net Funds Cap, the amount of interest
that
would have accrued on the Class A3 Certificates if the REMIC 3 Net
Funds
Cap were substituted for the Net Funds Cap shall be treated as having
been
paid by the Class A3 Certificateholders to the Supplemental Interest
Trust, all pursuant to and as further provided in Section 10.01(n)
hereof.
|
(4)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class A4 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.170% and (ii) with respect
to
any Distribution Date on which the Class Principal Amounts of the
Group 1
Senior Certificates are outstanding, the Pool 2 Net Funds Cap for
such
Distribution Date or, after the Distribution Date on which the Class
Principal Amounts of the Group 1 Senior Certificates have been reduced
to
zero, the Subordinate Net Funds Cap for such Distribution
Date;
provided,
that if the Mortgage Loans and related property are not purchased
pursuant
to Section 7.01(b) on the Initial Optional Termination Date, then
with
respect to each subsequent Distribution Date the per annum rate calculated
pursuant to clause (i) above with respect to the Class A4 Certificates
will be LIBOR plus 0.340%. For purposes of the REMIC Provisions,
each
reference to a Net Funds Cap in clause (ii) of the preceding sentence
shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore,
on any Distribution Date on which the Certificate Interest Rate for
the
Class A4 Certificates exceeds the REMIC 3 Net Funds Cap, interest
accruals
based on such excess shall be treated as having been paid from the
Basis
Risk Reserve Fund or the Supplemental Interest Trust, as applicable;
on
any Distribution Date on which the Certificate Interest Rate on the
Class
A4 Certificates is based on a Net Funds Cap, the amount of interest
that
would have accrued on the Class A4 Certificates if the REMIC 3 Net
Funds
Cap were substituted for the Net Funds Cap shall be treated as having
been
paid by the Class A4 Certificateholders to the Supplemental Interest
Trust, all pursuant to and as further provided in Section 10.01(n)
hereof.
|
11
(5)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class A5 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.250% and (ii) with respect
to
any Distribution Date on which the Class Principal Amounts of the
Group 1
Senior Certificates are outstanding, the Pool 2 Net Funds Cap for
such
Distribution Date or, after the Distribution Date on which the Class
Principal Amounts of the Group 1 Senior Certificates have been reduced
to
zero, the Subordinate Net Funds Cap for such Distribution
Date;
provided,
that if the Mortgage Loans and related property are not purchased
pursuant
to Section 7.01(b) on the Initial Optional Termination Date, then
with
respect to each subsequent Distribution Date the per annum rate calculated
pursuant to clause (i) above with respect to the Class A5 Certificates
will be LIBOR plus 0.500%. For purposes of the REMIC Provisions,
each
reference to a Net Funds Cap in clause (ii) of the preceding sentence
shall be deemed to be a reference to the REMIC 3 Net Funds Cap; therefore,
on any Distribution Date on which the Certificate Interest Rate for
the
Class A5 Certificates exceeds the REMIC 3 Net Funds Cap, interest
accruals
based on such excess shall be treated as having been paid from the
Basis
Risk Reserve Fund or the Supplemental Interest Trust, as applicable;
on
any Distribution Date on which the Certificate Interest Rate on the
Class
A5 Certificates is based on a Net Funds Cap, the amount of interest
that
would have accrued on the Class A5 Certificates if the REMIC 3 Net
Funds
Cap were substituted for the Net Funds Cap shall be treated as having
been
paid by the Class A5 Certificateholders to the Supplemental Interest
Trust, all pursuant to and as further provided in Section 10.01(n)
hereof.
|
(6)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class M1 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.270% and (ii) the Subordinate
Net Funds Cap for such Distribution Date; provided,
that
if the Mortgage Loans and related property are not purchased pursuant
to
Section 7.01(b) on the Initial Optional Termination Date, then with
respect to each subsequent Distribution Date the per annum rate calculated
pursuant to clause (i) above with respect to the Class M1 Certificates
will be LIBOR plus 0.405%. For purposes of the REMIC Provisions,
the
reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
sentence shall be deemed to be a reference to the REMIC 3 Net Funds
Cap;
therefore, on any Distribution Date on which the Certificate Interest
Rate
for the Class M1 Certificates exceeds the REMIC 3 Net Funds Cap,
interest
accruals based on such excess shall be treated as having been paid
from
the Basis Risk Reserve Fund or the Supplemental Interest Trust, as
applicable; on any Distribution Date on which the Certificate Interest
Rate on the Class M1 Certificates is based on the Subordinate Net
Funds
Cap, the amount of interest that would have accrued on the Class
M1
Certificates if the REMIC 3 Net Funds Cap were substituted for the
Subordinate Net Funds Cap shall be treated as having been paid by
the
Class M1 Certificateholders to the Supplemental Interest Trust, all
pursuant to and as further provided in Section 10.01(n) hereof.
|
(7)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class M2 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.290% and (ii) the Subordinate
Net Funds Cap for such Distribution Date; provided,
that
if the Mortgage Loans and related property are not purchased pursuant
to
Section 7.01(b) on the Initial Optional Termination Date, then with
respect to each subsequent Distribution Date the per annum rate calculated
pursuant to clause (i) above with respect to the Class M2 Certificates
will be LIBOR plus 0.435%. For purposes of the REMIC Provisions,
the
reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
sentence shall be deemed to be a reference to the REMIC 3 Net Funds
Cap;
therefore, on any Distribution Date on which the Certificate Interest
Rate
for the Class M2 Certificates exceeds the REMIC 3 Net Funds Cap,
interest
accruals based on such excess shall be treated as having been paid
from
the Basis Risk Reserve Fund or the Supplemental Interest Trust, as
applicable; on any Distribution Date on which the Certificate Interest
Rate on the Class M2 Certificates is based on the Subordinate Net
Funds
Cap, the amount of interest that would have accrued on the Class
M2
Certificates if the REMIC 3 Net Funds Cap were substituted for the
Subordinate Net Funds Cap shall be treated as having been paid by
the
Class M2 Certificateholders to the Supplemental Interest Trust, all
pursuant to and as further provided in Section 10.01(n)
hereof.
|
(8)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class M3 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.320% and (ii) the Subordinate
Net Funds Cap for such Distribution Date; provided,
that
if the Mortgage Loans and related property are not purchased pursuant
to
Section 7.01(b) on the Initial Optional Termination Date, then with
respect to each subsequent Distribution Date the per annum rate calculated
pursuant to clause (i) above with respect to the Class M3 Certificates
will be LIBOR plus 0.480%. For purposes of the REMIC Provisions,
the
reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
sentence shall be deemed to be a reference to the REMIC 3 Net Funds
Cap;
therefore, on any Distribution Date on which the Certificate Interest
Rate
for the Class M3 Certificates exceeds the REMIC 3 Net Funds Cap,
interest
accruals based on such excess shall be treated as having been paid
from
the Basis Risk Reserve Fund or the Supplemental Interest Trust, as
applicable; on any Distribution Date on which the Certificate Interest
Rate on the Class M3 Certificates is based on the Subordinate Net
Funds
Cap, the amount of interest that would have accrued on the Class
M3
Certificates if the REMIC 3 Net Funds Cap were substituted for the
Subordinate Net Funds Cap shall be treated as having been paid by
the
Class M3 Certificateholders to the Supplemental Interest Trust, all
pursuant to and as further provided in Section 10.01(n)
hereof.
|
12
(9)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class M4 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.360% and (ii) the Subordinate
Net Funds Cap for such Distribution Date; provided,
that
if the Mortgage Loans and related property are not purchased pursuant
to
Section 7.01(b) on the Initial Optional Termination Date, then with
respect to each subsequent Distribution Date the per annum rate calculated
pursuant to clause (i) above with respect to the Class M4 Certificates
will be LIBOR plus 0.540%. For purposes of the REMIC Provisions,
the
reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
sentence shall be deemed to be a reference to the REMIC 3 Net Funds
Cap;
therefore, on any Distribution Date on which the Certificate Interest
Rate
for the Class M4 Certificates exceeds the REMIC 3 Net Funds Cap,
interest
accruals based on such excess shall be treated as having been paid
from
the Basis Risk Reserve Fund or the Supplemental Interest Trust, as
applicable; on any Distribution Date on which the Certificate Interest
Rate on the Class M4 Certificates is based on the Subordinate Net
Funds
Cap, the amount of interest that would have accrued on the Class
M4
Certificates if the REMIC 3 Net Funds Cap were substituted for the
Subordinate Net Funds Cap shall be treated as having been paid by
the
Class M4 Certificateholders to the Supplemental Interest Trust, all
pursuant to and as further provided in Section 10.01(n) hereof.
|
(10)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class M5 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.550% and (ii) the Subordinate
Net Funds Cap for such Distribution Date; provided,
that
if the Mortgage Loans and related property are not purchased pursuant
to
Section 7.01(b) on the Initial Optional Termination Date, then with
respect to each subsequent Distribution Date the per annum rate calculated
pursuant to clause (i) above with respect to the Class M5 Certificates
will be LIBOR plus 0.825%. For purposes of the REMIC Provisions,
the
reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
sentence shall be deemed to be a reference to the REMIC 3 Net Funds
Cap;
therefore, on any Distribution Date on which the Certificate Interest
Rate
for the Class M5 Certificates exceeds the REMIC 3 Net Funds Cap,
interest
accruals based on such excess shall be treated as having been paid
from
the Basis Risk Reserve Fund or the Supplemental Interest Trust, as
applicable; on any Distribution Date on which the Certificate Interest
Rate on the Class M5 Certificates is based on the Subordinate Net
Funds
Cap, the amount of interest that would have accrued on the Class
M5
Certificates if the REMIC 3 Net Funds Cap were substituted for the
Subordinate Net Funds Cap shall be treated as having been paid by
the
Class M5 Certificateholders to the Supplemental Interest Trust, all
pursuant to and as further provided in Section 10.01(n) hereof.
|
(11)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class M6 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.850% and (ii) the Subordinate
Net Funds Cap for such Distribution Date; provided,
that
if the Mortgage Loans and related property are not purchased pursuant
to
Section 7.01(b) on the Initial Optional Termination Date, then with
respect to each subsequent Distribution Date the per annum rate calculated
pursuant to clause (i) above with respect to the Class M6 Certificates
will be LIBOR plus 1.275%. For purposes of the REMIC Provisions,
the
reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
sentence shall be deemed to be a reference to the REMIC 3 Net Funds
Cap;
therefore, on any Distribution Date on which the Certificate Interest
Rate
for the Class M6 Certificates exceeds the REMIC 3 Net Funds Cap,
interest
accruals based on such excess shall be treated as having been paid
from
the Basis Risk Reserve Fund or the Supplemental Interest Trust, as
applicable; on any Distribution Date on which the Certificate Interest
Rate on the Class M6 Certificates is based on the Subordinate Net
Funds
Cap, the amount of interest that would have accrued on the Class
M6
Certificates if the REMIC 3 Net Funds Cap were substituted for the
Subordinate Net Funds Cap shall be treated as having been paid by
the
Class M6 Certificateholders to the Supplemental Interest Trust, all
pursuant to and as further provided in Section 10.01(n) hereof.
|
13
(12)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class M7 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 2.100% and (ii) the Subordinate
Net Funds Cap for such Distribution Date; provided,
that
if the Mortgage Loans and related property are not purchased pursuant
to
Section 7.01(b) on the Initial Optional Termination Date, then with
respect to each subsequent Distribution Date the per annum rate calculated
pursuant to clause (i) above with respect to the Class M7 Certificates
will be LIBOR plus 3.150%. For purposes of the REMIC Provisions,
the
reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
sentence shall be deemed to be a reference to the REMIC 3 Net Funds
Cap;
therefore, on any Distribution Date on which the Certificate Interest
Rate
for the Class M7 Certificates exceeds the REMIC 3 Net Funds Cap,
interest
accruals based on such excess shall be treated as having been paid
from
the Basis Risk Reserve Fund or the Supplemental Interest Trust, as
applicable; on any Distribution Date on which the Certificate Interest
Rate on the Class M7 Certificates is based on the Subordinate Net
Funds
Cap, the amount of interest that would have accrued on the Class
M7
Certificates if the REMIC 3 Net Funds Cap were substituted for the
Subordinate Net Funds Cap shall be treated as having been paid by
the
Class M7 Certificateholders to the Supplemental Interest Trust, all
pursuant to and as further provided in Section 10.01(n) hereof.
|
(13)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class M8 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 2.500% and (ii) the Subordinate
Net Funds Cap for such Distribution Date; provided,
that
if the Mortgage Loans and related property are not purchased pursuant
to
Section 7.01(b) on the Initial Optional Termination Date, then with
respect to each subsequent Distribution Date the per annum rate calculated
pursuant to clause (i) above with respect to the Class M8 Certificates
will be LIBOR plus 3.750%. For purposes of the REMIC Provisions,
the
reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
sentence shall be deemed to be a reference to the REMIC 3 Net Funds
Cap;
therefore, on any Distribution Date on which the Certificate Interest
Rate
for the Class M8 Certificates exceeds the REMIC 3 Net Funds Cap,
interest
accruals based on such excess shall be treated as having been paid
from
the Basis Risk Reserve Fund or the Supplemental Interest Trust, as
applicable; on any Distribution Date on which the Certificate Interest
Rate on the Class M8 Certificates is based on the Subordinate Net
Funds
Cap, the amount of interest that would have accrued on the Class
M8
Certificates if the REMIC 3 Net Funds Cap were substituted for the
Subordinate Net Funds Cap shall be treated as having been paid by
the
Class M8 Certificateholders to the Supplemental Interest Trust, all
pursuant to and as further provided in Section 10.01(n)
hereof.
|
(14)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class M9 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 2.500% and (ii) the Subordinate
Net Funds Cap for such Distribution Date; provided,
that if the Mortgage Loans and related property are not purchased
pursuant
to Section 7.01(b) on the Initial Optional Termination Date, then
with
respect to each subsequent Distribution Date the per annum rate calculated
pursuant to clause (i) above with respect to the Class M9 Certificates
will be LIBOR plus 3.750%. For purposes of the REMIC Provisions,
the
reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
sentence shall be deemed to be a reference to the REMIC 3 Net Funds
Cap;
therefore, on any Distribution Date on which the Certificate Interest
Rate
for the Class M9 Certificates exceeds the REMIC 3 Net Funds Cap,
interest
accruals based on such excess shall be treated as having been paid
from
the Basis Risk Reserve Fund or the Supplemental Interest Trust, as
applicable; on any Distribution Date on which the Certificate Interest
Rate on the Class M9 Certificates is based on the Subordinate Net
Funds
Cap, the amount of interest that would have accrued on the Class
M9
Certificates if the REMIC 3 Net Funds Cap were substituted for the
Subordinate Net Funds Cap shall be treated as having been paid by
the
Class M9 Certificateholders to the Supplemental Interest Trust, all
pursuant to and as further provided in Section 10.01(n)
hereof.
|
(15)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class B1 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 2.500% and (ii) the Subordinate
Net Funds Cap for such Distribution Date; provided,
that if the Mortgage Loans and related property are not purchased
pursuant
to Section 7.01(b) on the Initial Optional Termination Date, then
with
respect to each subsequent Distribution Date the per annum rate calculated
pursuant to clause (i) above with respect to the Class B1 Certificates
will be LIBOR plus 3.750%. For purposes of the REMIC Provisions,
the
reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
sentence shall be deemed to be a reference to the REMIC 3 Net Funds
Cap;
therefore, on any Distribution Date on which the Certificate Interest
Rate
for the Class B1 Certificates exceeds the REMIC 3 Net Funds Cap,
interest
accruals based on such excess shall be treated as having been paid
from
the Basis Risk Reserve Fund or the Supplemental Interest Trust, as
applicable; on any Distribution Date on which the Certificate Interest
Rate on the Class B1 Certificates is based on the Subordinate Net
Funds
Cap, the amount of interest that would have accrued on the Class
B1
Certificates if the REMIC 3 Net Funds Cap were substituted for the
Subordinate Net Funds Cap shall be treated as having been paid by
the
Class B1 Certificateholders to the Supplemental Interest Trust, all
pursuant to and as further provided in Section 10.01(n)
hereof.
|
14
(16)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class B2 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 2.500% and (ii) the Subordinate
Net Funds Cap for such Distribution Date; provided,
that if the Mortgage Loans and related property are not purchased
pursuant
to Section 7.01(b) on the Initial Optional Termination Date, then
with
respect to each subsequent Distribution Date the per annum rate calculated
pursuant to clause (i) above with respect to the Class B2 Certificates
will be LIBOR plus 3.750%. For purposes of the REMIC Provisions,
the
reference to “Subordinate Net Funds Cap” in clause (ii) of the preceding
sentence shall be deemed to be a reference to the REMIC 3 Net Funds
Cap;
therefore, on any Distribution Date on which the Certificate Interest
Rate
for the Class B2 Certificates exceeds the REMIC 3 Net Funds Cap,
interest
accruals based on such excess shall be treated as having been paid
from
the Basis Risk Reserve Fund or the Supplemental Interest Trust, as
applicable; on any Distribution Date on which the Certificate Interest
Rate on the Class B2 Certificates is based on the Subordinate Net
Funds
Cap, the amount of interest that would have accrued on the Class
B2
Certificates if the REMIC 3 Net Funds Cap were substituted for the
Subordinate Net Funds Cap shall be treated as having been paid by
the
Class B2 Certificateholders to the Supplemental Interest Trust, all
pursuant to and as further provided in Section 10.01(n)
hereof.
|
(17)
|
For
purposes of the REMIC Provisions, Class X Certificates shall have
an
initial principal balance of $16,698,015.48, and the right to receive
distributions of such amount represents a regular interest in the
Upper
Tier REMIC. The Class X Certificate shall also comprise two notional
components, each of which represents a regular interest in the Upper
Tier
REMIC. The first such component has a notional balance that will
at all
times equal the aggregate of the Class Principal Amounts of the Lower
Tier
Interests in REMIC 3, and, for each Distribution Date (and the related
Accrual Period) this notional component shall bear interest at a
per annum
rate equal to the excess, if any, of (i) (a) the weighted average
of the
interest rates on the Lower Tier Interests in REMIC 3 (other than
any
interest-only regular interest) minus (b) the Credit Risk Manager’s Fee
Rate, over (ii) the Adjusted Lower Tier WAC. The second notional
component
represents the right to receive all distributions in respect of the
Class
LT3-IO Interest in REMIC 3 (the “Class LT4-I” interest). In addition, for
purposes of the REMIC Provisions, the Class X Certificate shall represent
beneficial ownership of (i) the Basis Risk Reserve Fund; (ii) the
Supplemental Interest Trust, including the Swap Agreement, the Swap
Account, the Interest Rate Cap Agreement and the Interest Rate Cap
Account, (iii) any FPD Premiums and (iv) an interest in the notional
principal contracts described in Section 10.01(n)
hereof.
|
(18)
|
The
Class R Certificate will be issued without a Class Principal Amount
and
will not bear interest at a stated rate. The Class R Certificate
represents ownership of the residual interest in the Upper Tier REMIC,
as
well as ownership of the Class LT2-R Interest and Class LT3-R Interest.
The Class R Certificate will be issued as a single Certificate evidencing
the entire Percentage Interest in such
Class.
|
(19)
|
The
Class P Certificates shall not bear interest at a stated rate. Prepayment
Premiums paid with respect to the Mortgage Loans shall be paid to
the
Holders of the Class P Certificates as provided in Section 5.02(i).
For
purposes of the REMIC Provisions, Class P shall represent a regular
interest in the Upper Tier REMIC.
|
(20)
|
The
Class P Certificates will have an initial Class P Principal Amount
of
$100.
|
(21)
|
The
Class LT-R Certificate will be issued without a Class Principal Amount
and
will not bear interest at a stated rate. The Class LT-R Certificate
represents ownership of the residual interest in REMIC 1. The Class
LT-R
Certificate will be issued as a single Certificate evidencing the
entire
Percentage Interest in such Class.
|
As
of the
Cut-off Date, the Mortgage Loans had an aggregate Scheduled Principal Balance
of
$776,626,115.48.
In
consideration of the mutual agreements herein contained, the Depositor, the
Seller, the Credit Risk Manager, the Master Servicer and the Trustee hereby
agree as follows:
15
ARTICLE
I
DEFINITIONS
Section
1.01 Definitions. The
following words and phrases, unless the context otherwise requires, shall
have
the following meanings:
10-K
Filing Deadline:
As
defined in Section 6.20(e)(i).
Accepted
Servicing Practices:
With
respect to any Mortgage Loan, as applicable, either (x) those customary mortgage
servicing practices of prudent mortgage servicing institutions that service
or
master service mortgage loans of the same type and quality as such Mortgage
Loan
in the jurisdiction where the related Mortgaged Property is located, to the
extent applicable to the Trustee (as successor to the Master Servicer) or the
Master Servicer, or (y) as provided in the Servicing Agreement, to the extent
applicable to the Servicer.
Accountant:
A
person engaged in the practice of accounting who (except when this Agreement
provides that an Accountant must be Independent) may be employed by or
affiliated with the Depositor or an Affiliate of the Depositor.
Accrual
Period:
With
respect to each Class of LIBOR Certificates and any Distribution Date, the
period beginning on the Distribution Date in the calendar month immediately
preceding the month in which the related Distribution Date occurs (or, in the
case of the first Accrual Period, beginning on June 25, 2007) and ending on
the
day immediately preceding the related Distribution Date, as calculated in
accordance with Section 1.03; with respect to each Class of Lower Tier Interests
and any Distribution Date, the calendar month preceding such Distribution
Date.
Additional
Collateral:
None.
Additional
Form 10-D Disclosure:
As
defined in Section 6.20(d)(i).
Additional
Form 10-K Disclosure:
As
defined in Section 6.20(e)(i).
Additional
Servicer:
Each
affiliate of the Servicer that Services any of the Mortgage Loans and each
Person who is not an affiliate of the Servicer, who Services 10% or more of
the
Mortgage Loans.
Additional
Termination Event:
As
defined in the Swap Agreement and the Interest Rate Cap Agreement, as
applicable.
Adjustable
Rate Mortgage Loan:
Any
Mortgage Loan as to which the related Mortgage Note provides for the adjustment
of the Mortgage Rate applicable thereto.
Adjusted
Lower Tier WAC:
For any
Distribution Date (and the related Accrual Period), an amount equal to (i)
two,
multiplied by (ii) the weighted average of the interest rates for such
Distribution Date for the Class LT3-A1, Class LT3-A2, Class LT3-A3, Class
LT3-A4, Class LT3-A5, Class LT3-M1, Class LT3-M2, Class LT3-M3, Class LT3-M4,
Class LT3-M5, Class LT3-M6, Class LT3-M7, Class LT3-M8, Class LT3-M9, Class
LT3-B1, Class LT3-B2 and Class LT3-Q Interests, weighted in proportion to their
Class Principal Amounts as of the beginning of the related Accrual Period and
computed by subjecting the rate on the Class LT3-Q Interest to a cap of 0.00%,
and by subjecting the rate on each of the Class LT3-A1, Class LT3-A2, Class
LT3-A3, Class LT3-A4, Class LT3-A5, Class LT3-M1, Class LT3-M2, Class LT3-M3,
Class LT3-M4, Class LT3-M5, Class LT3-M6, Class LT3-M7, Class LT3-M8, Class
LT3-M9, Class LT3-B1 and Class LT3-B2 Interests to a cap that corresponds to
the
Certificate Interest Rate (determined by substituting the REMIC 3 Net Funds
Cap
for the applicable Net Funds Cap) for the Corresponding Class of Certificates;
provided,
however,
that
for each Class of LIBOR Certificates, the Certificate Interest Rate shall be
multiplied by an amount equal to (a) the actual number of days in the Accrual
Period, divided by (b) 30.
16
Advance:
With
respect to a Mortgage Loan other than a Simple Interest Mortgage Loan, an
advance of the aggregate of payments (other than Balloon Payments) of principal
and interest (net of the Servicing Fee) on one or more Mortgage Loans that
were
due on a Due Date in the related Collection Period and not received as of the
close of business on the related Determination Date, required to be made by
or
on behalf of the Master Servicer and the Servicer (or by the Trustee as
successor to the Master Servicer) pursuant to Section 5.04, but only to the
extent that such amount is expected, in the reasonable judgment of the Master
Servicer or the Servicer (or by the Trustee as successor to the Master
Servicer), to be recoverable from collections or recoveries in respect of such
Mortgage Loans. With respect to a Simple Interest Mortgage Loan, an advance
of
an amount equal to the interest accrual on such Simple Interest Mortgage Loan
through the related Due Date but not received as of the close of business on
the
related Determination Date (net of the Servicing Fee) required to be made by
or
on behalf of the Master Servicer or the Servicer (or by the Trustee as successor
to the Master Servicer) pursuant to Section 5.04, but only to the extent that
such amount is expected, in the reasonable judgment of the Master Servicer
or
the Servicer (or by the Trustee as successor to the Master Servicer), to be
recoverable from collections or recoveries in respect of such Simple Interest
Mortgage Loans.
Adverse
REMIC Event:
Either
(i) the loss of status as a REMIC, within the meaning of Section 860D of the
Code, for any group of assets identified as a REMIC in the Preliminary Statement
to this Agreement, or (ii) the imposition of any tax, including the tax imposed
under Section 860F(a)(1) of the Code on prohibited transactions and the tax
imposed under Section 860G(d) of the Code on certain contributions to a REMIC,
on any REMIC created hereunder to the extent such tax would be payable from
assets held as part of the Trust Fund.
Affected
Party:
As
defined in the Swap Agreement.
Affiliate:
With
respect to any specified Person, any other Person controlling or controlled
by
or under common control with such specified Person. For the purposes of this
definition, “control” when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract
or
otherwise; and the terms “controlling” and “controlled” have meanings
correlative to the foregoing.
Aggregate
Expense Rate:
Not
applicable.
17
Aggregate
Overcollateralization Release Amount:
With
respect to any Distribution Date, the lesser of (x) the aggregate of the
Principal Remittance Amounts for each Mortgage Pool for such Distribution Date
and (y) the amount, if any, by which (i) the Overcollateralization Amount for
such date, calculated for this purpose on the basis of the assumption that
100%
of the aggregate of the Principal Remittance Amounts for such Distribution
Date
is applied on such date in reduction of the aggregate Certificate Principal
Amount of the Certificates, exceeds (ii) the Targeted Overcollateralization
Amount for such Distribution Date.
Aggregate
Pool Balance:
As of
any date of determination, the aggregate of the Pool Balances of Pool 1 and
Pool
2 on such date.
Aggregate
Voting Interests:
The
aggregate of the Voting Interests of all the Certificates under this
Agreement.
Agreement:
This
Trust Agreement and all amendments and supplements hereto.
Anniversary
Year:
The
one-year period beginning on the Closing Date and ending on the first
anniversary thereof, and each subsequent one-year period beginning on the day
after the end of the preceding Anniversary Year and ending on the next
succeeding anniversary of the Closing Date.
Applied
Loss Amount:
With
respect to any Distribution Date, the amount, if any, by which (x) the aggregate
Certificate Principal Amount of the LIBOR Certificates after giving effect
to
all Realized Losses incurred with respect to the Mortgage Loans during the
related Collection Period and distributions of principal on such Distribution
Date, but before giving effect to any application of the Applied Loss Amount
with respect to such date, exceeds (y) the Aggregate Pool Balance for such
Distribution Date.
Appraised
Value:
With
respect to any Mortgage Loan, the amount set forth in an appraisal made in
connection with the origination of such Mortgage Loan as the value of the
related Mortgaged Property.
Assignment
of Mortgage:
An
assignment of the Mortgage, notice of transfer or equivalent instrument, in
recordable form, sufficient under the laws of the jurisdiction wherein the
related Mortgaged Property is located to reflect the sale of the Mortgage to
the
Trustee, which assignment, notice of transfer or equivalent instrument may
be in
the form of one or more blanket assignments covering the Mortgage Loans secured
by Mortgaged Properties located in the same jurisdiction, if permitted by law;
provided,
however,
that
neither the Custodian nor the Trustee shall be responsible for determining
whether any such assignment is in recordable form.
Aurora:
Aurora
Loan Services LLC.
Authenticating
Agent:
Any
authenticating agent appointed by the Trustee pursuant to Section
6.10.
Authorized
Officer:
Any
Person who may execute an Officer’s Certificate on behalf of the
Depositor.
18
B1
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Stepdown Date and as long
as a
Trigger Event is not in effect with respect to such Distribution Date, the
amount, if any, by which (x) the sum of (i) the aggregate Class Principal Amount
of the Senior Certificates and the Class M1, Class M2, Class M3, Class M4,
Class
M5, Class M6, Class M7, Class M8 and Class M9 Certificates, in each case after
giving effect to distributions on such Distribution Date and (ii) the Class
Principal Amount of the Class B1 Certificates immediately prior to such
Distribution Date exceeds (y) the B1 Target Amount for such Distribution
Date.
B1
Target Amount:
With
respect to any Distribution Date, an amount equal to the lesser of (a) the
product of (i) 93.70% and (ii) the Aggregate Pool Balance for such Distribution
Date determined as of the last day of the related Collection Period (after
giving effect to any prepayments received during the related Prepayment Period)
and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such
Distribution Date determined as of the last day of the related Collection Period
(after giving effect to any prepayments received during the related Prepayment
Period) exceeds (ii) the Overcollateralization Floor.
B2
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Stepdown Date and as long
as a
Trigger Event is not in effect with respect to such Distribution Date, the
amount, if any, by which (x) the sum of (i) the aggregate Class Principal Amount
of the Senior Certificates and the Class M1, Class M2, Class M3, Class M4,
Class
M5, Class M6, Class M7, Class M8, Class M9, and Class B1 Certificates, in each
case after giving effect to distributions on such Distribution Date and (ii)
the
Class Principal Amount of the Class B2 Certificates immediately prior to such
Distribution Date exceeds (y) the B2 Target Amount for such Distribution
Date.
B2
Target Amount:
With
respect to any Distribution Date, an amount equal to the lesser of (a) the
product of (i) 95.70% and (ii) the Aggregate Pool Balance for such Distribution
Date determined as of the last day of the related Collection Period (after
giving effect to any prepayments received during the related Prepayment Period)
and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such
Distribution Date determined as of the last day of the related Collection Period
(after giving effect to any prepayments received during the related Prepayment
Period) exceeds (ii) the Overcollateralization Floor.
Back-Up
Certification:
As
defined in Section 6.20(e)(iii).
Balloon
Mortgage Loan:
Any
Mortgage Loan having an original term to maturity that is shorter than its
amortization schedule, and a final Scheduled Payment that is disproportionately
large in comparison to other Scheduled Payments.
Balloon
Payment:
The
final Scheduled Payment in respect of a Balloon Mortgage Loan.
Bank:
Xxxxxx
Brothers Bank, FSB and its successors and assigns.
Bankruptcy:
As to
any Person, the making of an assignment for the benefit of creditors, the filing
of a voluntary petition in bankruptcy, adjudication as a bankrupt or insolvent,
the entry of an order for relief in a bankruptcy or insolvency proceeding,
the
seeking of reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief, or seeking, consenting to or acquiescing in
the
appointment of a trustee, receiver or liquidator, dissolution, or termination,
as the case may be, of such Person pursuant to the provisions of either the
Bankruptcy Code or any other similar state laws.
19
Bankruptcy
Code:
The
United States Bankruptcy Code of 1986, as amended.
Basis
Risk Payment:
With
respect to any Distribution Date, the sum of (i) any Basis Risk Shortfall for
such Distribution Date, (ii) any Unpaid Basis Risk Shortfall for such
Distribution Date and (iii) any Required Reserve Fund Deposit for such
Distribution Date. The amount of the Basis Risk Payment for any Distribution
Date cannot exceed the amount of Monthly Excess Cashflow otherwise available
for
distribution pursuant to Section 5.02(f)(iv) of this Agreement.
Basis
Risk Reserve Fund:
A fund
created as part of the Trust Fund pursuant to Section 5.06 of this Agreement
but
which is not an asset of any of the REMICs.
Basis
Risk Shortfall:
With
respect to any Distribution Date and any Class of LIBOR Certificates, the amount
by which the amount of interest calculated at the Certificate Interest Rate
applicable to such Class for such date, determined without regard to the Pool
1
Net Funds Cap, Pool 2 Net Funds Cap or Subordinate Net Funds Cap, as applicable,
for such date but subject to a cap equal to the applicable Maximum Interest
Rate, exceeds the amount of interest calculated with regard to the Pool 1 Net
Funds Cap, Pool 2 Net Funds Cap or Subordinate Net Funds Cap, as
applicable.
Benefit
Plan Opinion:
An
Opinion of Counsel satisfactory to the Depositor and the Trustee to the effect
that any proposed transfer of Certificates will not (i) cause the assets of
the
Trust Fund to be regarded as plan assets for purposes of the Plan Asset
Regulations or (ii) give rise to any fiduciary duty on the part of the Depositor
or the Trustee, respectively.
Bid
Due Date:
As
defined in Section 7.01(d).
Bid
Holder:
As
defined in Section 7.01(d).
Bid
Month:
As
defined in Section 7.01(d).
Bid
Price:
As
defined in Section 7.01(d).
Book-Entry
Certificates:
Beneficial interests in Certificates designated as “Book-Entry Certificates” in
this Agreement, ownership and transfers of which shall be evidenced or made
through book entries by a Clearing Agency as described in Section 3.09;
provided,
that after
the
occurrence of a condition whereupon book-entry registration and transfer are
no
longer permitted and Definitive Certificates are to be issued to Certificate
Owners, such Book-Entry Certificates shall no longer be “Book-Entry
Certificates.” As of the Closing Date, each Class of LIBOR Certificates and the
Class X and Class P Certificates constitutes Book-Entry Certificates.
Bulk
PMI Policy:
Not
applicable.
Business
Day:
Any day
other than (i) a Saturday or a Sunday, (ii) a day on which banking institutions
in New York, New York or, if other than New York or the city in which the
Corporate Trust Office of the Trustee is located or the State of Colorado are
closed, or (iii) with respect to any Servicer Remittance Date or any Servicer
reporting date, the States specified in the definition of “Business Day” in the
Servicing Agreement, are authorized or obligated by law or executive order
to be
closed.
20
Call
Option:
As
defined in Section 7.01(b).
Call
Option Holder:
At any
date of determination, each holder of any NIM Residual Securities (if any such
NIM Residual Securities have been issued and are outstanding), or if no NIM
Securities are outstanding, each Holder of a Class X Certificate.
Call
Option Notice:
As
defined in Section 7.01(d).
Cap
Counterparty:
The
counterparty to the Supplemental Interest Trust under the Interest Rate Cap
Agreement, and any successor in interest or assigns. Initially, the Cap
Counterparty shall be Swiss Re Financial Products Corporation.
Cap
Replacement Receipts:
As
defined in Section 5.09(b).
Cap
Replacement Receipts Account:
As
defined in Section 5.09(b).
Cap
Termination Payment:
Upon
the designation of an “Early Termination Date” as defined in the Interest Rate
Cap Agreement, the payment required to be made by the Cap Counterparty to the
Supplemental Interest Trust pursuant to the terms of the Interest Rate Cap
Agreement, and any unpaid amounts due on previous Interest Rate Cap Payment
Dates and accrued interest thereon as provided in the Interest Rate Cap
Agreement, as calculated by the Cap Counterparty and furnished to the
Trustee.
Cap
Termination Receipts:
As
defined in Section 5.09(b).
Cap
Termination Receipts Account:
As
defined in Section 5.09(b).
Carryforward
Interest:
With
respect to any Class of LIBOR Certificates and any Distribution Date, the sum
of
(i) the amount, if any, by which (x) the sum of (A) Current Interest for such
Class for the immediately preceding Distribution Date and (B) any unpaid
Carryforward Interest for such Class from previous Distribution Dates exceeds
(y) the amount distributed in respect of interest on such Class on such
immediately preceding Distribution Date, and (ii) interest on such amount for
the related Accrual Period at the applicable Certificate Interest
Rate.
Certificate:
Any one
of the certificates signed and countersigned by the Trustee in substantially
the
forms attached hereto as Exhibit A.
Certificate
Account:
The
account maintained by the Trustee in accordance with the provisions of Section
4.04.
Certificate
Interest Rate:
With
respect to each Class of Certificates and any Distribution Date, the applicable
per annum rate set forth or described under the heading “The Certificates” in
the Preliminary Statement hereto.
21
Certificate
Owner:
With
respect to a Book-Entry Certificate, the Person who is the owner of such
Book-Entry Certificate, as reflected on the books of the Clearing Agency, or
on
the books of a Person maintaining an account with such Clearing Agency (directly
or as an indirect participant, in accordance with the rules of such Clearing
Agency).
Certificate
Principal Amount:
With
respect to any LIBOR Certificate, the initial Certificate Principal Amount
thereof on the Closing Date, less the amount of all principal distributions
previously distributed with respect to such Certificate and, in the case of
the
Subordinate Certificates, any Applied Loss Amount previously allocated to such
Certificate; provided,
however,
that on
each Distribution Date on which a Subsequent Recovery is distributed, the
Certificate Principal Amount of any Class of Subordinate Certificates whose
Certificate Principal Amount has previously been reduced by application of
Applied Loss Amounts will be increased, sequentially, in order of seniority,
by
an amount (to be applied pro
rata
to all
Certificates of such Class) equal to the lesser of (1) any Deferred Amount
for
each such Class immediately prior to such Distribution Date and (2) the total
amount of any Subsequent Recovery distributed on such Distribution Date to
Certificateholders, after application for this purpose to any more senior
Classes of Certificates. The Class X, Class R and Class LT-R Certificates are
issued without Certificate Principal Amounts. The Class P Certificates are
issued with an initial Class P Principal Amount of $100.
Certificate
Register
and
Certificate
Registrar:
The
register maintained and the registrar appointed pursuant to Section
3.02.
Certificateholder:
The
meaning provided in the definition of “Holder.”
Certification
Parties:
As
defined in Section 6.20(e)(iv).
Certifying
Person:
As
defined in Section 6.20(e)(iv).
Civil
Relief Act:
The
Servicemembers Civil Relief Act, as amended, or any similar state or local
statute.
Class:
All
Certificates, in the case of the Upper Tier REMIC, all interests bearing the
same class designation, and, in the case of REMIC 1, REMIC 2 and REMIC 3, all
Lower Tier Interests, bearing the same class designation.
Class
B Certificates:
Collectively, the Class B1 and Class B2 Certificates.
Class
I Shortfalls:
As
defined in Section 10.01(n) hereof. For purposes of clarity, the Class I
Shortfall for any Distribution Date shall equal the amount payable to the Swap
Counterparty on such Distribution Date in excess of the amount payable on the
Class LT3-IO interest in the REMIC 3 on such Distribution Date, all as further
provided in Section 10.01(n) hereof.
Class
LT-R Certificate:
Each
Class LT-R Certificate executed by the Trustee and authenticated and delivered
by the Certificate Registrar, substantially in the form annexed hereto as
Exhibit A and evidencing the ownership of the residual interest in REMIC
1.
22
Class
M Certificates:
Collectively, the Class M1, Class M2, Class M3, Class M4, Class M5, Class M6,
Class M7, Class M8 and Class M9 Certificates.
Class
M1 Enhancement Percentage:
With
respect to any Distribution Date, the fraction, expressed as a percentage,
the
numerator of which is the sum of the aggregate Class Principal Amount of the
Subordinate Certificates (other than the Class M1 Certificates) and the
Overcollateralization Amount for such Distribution Date (which, for purposes
of
this definition only, shall not be less than zero and assuming for purposes
of
this definition that the Principal Distribution Amount has been distributed
on
such Distribution Date and no Trigger Event has occurred), and the denominator
of which is the Aggregate Pool Balance for such Distribution Date, in each
case
after giving effect to distributions on such Distribution Date.
Class
Notional Amount:
Not
applicable.
Class
P Principal Amount:
As of
the Closing Date, $100.
Class
Principal Amount:
With
respect to any Class of LIBOR Certificates and any date of determination, the
aggregate of the Certificate Principal Amounts of all Certificates of such
Class
on such date. With respect to the Class P Certificate, the Class P Principal
Amount. With respect to the Class X, Class LT-R and Class R Certificates, zero.
With respect to any Lower Tier Interest, the initial Class Principal Amount
as
shown or described in the table set forth in the Preliminary Statement to this
Agreement for the issuing REMIC, as reduced by principal distributed with
respect to such Lower Tier Interest and Realized Losses allocated to such Lower
Tier Interest.
Class
R Certificate:
Each
Class R Certificate executed by the Trustee, and authenticated and delivered
by
the Certificate Registrar, substantially in the form annexed hereto as Exhibit
A
and evidencing the ownership of the Class LT2-R Interest, Class LT3-R Interest
and the residual interest in the Upper Tier REMIC.
Class
X Distributable Amount:
With
respect to any Distribution Date, the amount of interest that has accrued on
the
Class X Notional Balance, as described in the Preliminary Statement, but that
has not been distributed prior to such date. In addition, such amount shall
include the initial Overcollateralization Amount of $16,698,015.48
($16,698,115.48 less $100 of such amount allocated to the Class P Certificates)
to the extent such amount has not been distributed on an earlier Distribution
Date as part of the Aggregate Overcollateralization Release Amount.
Class
X Notional Balance:
With
respect to any Distribution Date (and the related Accrual Period) the aggregate
principal balance of the regular interests in REMIC 3 (other than Class LT3-IO)
as specified in the Preliminary Statement hereto.
Clearing
Agency:
An
organization registered as a “clearing agency” pursuant to Section 17A of the
Exchange Act. As of the Closing Date, the Clearing Agency shall be The
Depository Trust Company.
23
Clearing
Agency Participant:
A
broker, dealer, bank, other financial institution or other Person for whom
from
time to time a Clearing Agency effects book-entry transfers and pledges of
securities deposited with the Clearing Agency.
Clearstream:
Clearstream Banking Luxembourg, and any successor thereto.
Closing
Date:
June
29, 2007.
Code:
The
Internal Revenue Code of 1986, as amended, and as it may be further amended
from
time to time, any successor statutes thereto, and applicable U.S. Department
of
Treasury regulations issued pursuant thereto in temporary or final
form.
Collateral
Account:
The
account maintained by the Trustee in accordance with the provisions of Section
5.07(c).
Collection
Account:
A
separate account established and maintained by the Master Servicer pursuant
to
Section 4.01.
Collection
Period:
With
respect to any Distribution Date, the period commencing on the second day of
the
month immediately preceding the month in which such Distribution Date occurs
and
ending on the first day of the month in which such Distribution Date
occurs.
Commission:
The
United States Securities and Exchange Commission.
Compensating
Interest Payment:
With
respect to any Distribution Date, an amount equal to the aggregate amount of
any
Prepayment Interest Shortfalls required to be paid by the Servicer with respect
to such Distribution Date. The Master Servicer (solely in its capacity as master
servicer) shall not be responsible for making any Compensating Interest
Payment.
Controlling
Person:
With
respect to any Person, any other Person who “controls” such Person within the
meaning of the Securities Act.
Conventional
Loan:
A
Mortgage Loan that is not insured by the United States Federal Housing
Administration or guaranteed by the United States Department of Veterans
Affairs.
Cooperative
Corporation:
The
entity that holds title (fee or an acceptable leasehold estate) to the real
property and improvements constituting the Cooperative Property and which
governs the Cooperative Property, which Cooperative Corporation must qualify
as
a Cooperative Housing Corporation under Section 216 of the Code.
Cooperative
Loan:
Any
Mortgage Loan secured by Cooperative Shares and a Proprietary
Lease.
Cooperative
Loan Documents:
As to
any Cooperative Loan, (i) the Cooperative Shares, together with a stock power
in
blank; (ii) the original executed Security Agreement and the assignment of
the
Security Agreement endorsed in blank; (iii) the original executed Proprietary
Lease and the assignment of the Proprietary Lease endorsed in blank; (iv) the
original executed Recognition Agreement and the assignment of the Recognition
Agreement (or a blanket assignment of all Recognition Agreements) endorsed
in
blank; (v) the executed UCC-1 financing statement with evidence of recording
thereon, which has been filed in all places required to perfect the security
interest in the Cooperative Shares and the Proprietary Lease; and (vi) executed
UCC-3 financing statements (or copies thereof) or other appropriate UCC
financing statements required by state law, evidencing a complete and unbroken
line from the mortgagee to the Trustee with evidence of recording thereon (or
in
a form suitable for recordation).
24
Cooperative
Property:
The
real property and improvements owned by the Cooperative Corporation, that
includes the allocation of individual dwelling units to the holders of the
Cooperative Shares of the Cooperative Corporation.
Cooperative
Shares:
Shares
issued by a Cooperative Corporation.
Cooperative
Unit:
A
single-family dwelling located in a Cooperative Property.
Corporate
Trust Office:
The
principal corporate trust office of the Trustee (a) at which Certificates may
be
presented for transfer and exchange and for presentment and surrender for the
final distributions thereon is located at Citibank, N.A., 000 Xxxx Xxxxxx,
00xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: 15th Floor Window and (b) for all
other purposes, Citibank, N.A., 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx,
Xxx
Xxxx 00000, Attention: Agency and Trust BNC 2007-3, or such other address that
the Trustee may designate from time to time by notice to the Certificateholders,
the Depositor and the Master Servicer.
Corresponding
Class:
The
Class of Certificates that corresponds to a Class of interests in REMIC 3 or
REMIC 4, as provided in the Preliminary Statement.
Credit
Risk Management Agreement:
The
credit risk management agreement dated as of the Closing Date, entered into
by
the Servicer and the Credit Risk Manager, identified on Exhibit L attached
hereto.
Credit
Risk Manager:
Xxxxxxx
Fixed Income Services Inc., a Colorado corporation, and its successors and
assigns.
Credit
Risk Manager’s Fee:
With
respect to any Distribution Date and each Mortgage Loan, an amount equal to
the
product of (a) one twelfth, (b) the Credit Risk Manager’s Fee Rate and (c) the
Scheduled Principal Balance of such Mortgage Loan as of the first day of the
related Collection Period.
Credit
Risk Manager’s Fee Rate:
0.009%
per annum.
Credit
Support Annex:
The
credit support annex to the Swap Agreement and the Interest Rate Cap Agreement
dated as of June 29, 2007, between the Trustee, not in its individual
capacity but solely as trustee on behalf of the Supplemental Interest Trust,
the
Swap Counterparty and the Cap Counterparty.
Cumulative
Loss Trigger Event:
A
Cumulative Loss Trigger Event shall have occurred with respect to any
Distribution Date if the fraction, expressed as a percentage, obtained by
dividing (x) the aggregate amount of cumulative Realized Losses incurred on
the
Mortgage Loans from the Cut-off Date through the last day of the related
Collection Period by (y) the Cut-off Date Balance exceeds the applicable
percentages described below with respect to such Distribution Date:
Distribution
Date
|
Loss
Percentage
|
|
July
2009 to June 2010
|
1.35%
for the first month, plus
an
additional 1/12th
of
1.70% for each month thereafter
|
|
July
2010 to June 2011
|
3.05%
for the first month, plus
an
additional 1/12th
of
1.75% for each month thereafter
|
|
July
2011 to June 2012
|
4.80%
for the first month, plus
an
additional 1/12th
of
1.45% for each month thereafter
|
|
July
2012 to June 2013
|
6.25%
for the first month, plus
an
additional 1/12th
of
0.75% for each month thereafter
|
|
July
2013 and thereafter
|
7.00%
|
25
Current
Interest:
With
respect to any Class of LIBOR Certificates and any Distribution Date, the
aggregate amount of interest accrued at the applicable Certificate Interest
Rate
during the related Accrual Period on the Class Principal Amount of such Class
immediately prior to such Distribution Date.
Custodial
Account:
Any
custodial account (other than an Escrow Account) established and maintained
by
the Servicer pursuant to the Servicing Agreement.
Custodial
Agreement:
The
custodial agreement identified on Exhibit K hereto, and any custodial agreement
subsequently executed by the Trustee and acknowledged by the Master Servicer
substantially in the form thereof.
Custodial
Compensation:
The
transactional fees or charges and reimbursement of out-of-pocket expenses paid
to or allowed the Custodian pursuant to the Schedule of Fees for Services as
Document Custodian attached hereto as Exhibit X.
Custodian:
The
custodian appointed by the Trustee pursuant to the Custodial Agreement, and
any
successor thereto. The initial Custodian is Deutsche Bank National Trust
Company.
Cut-off
Date:
June 1,
2007.
Cut-off
Date Balance:
The
Aggregate Pool Balance as of the Cut-off Date.
DBRS:
DBRS,
Inc., or any successor in interest.
Debt
Service Reduction:
With
respect to any Mortgage Loan, a reduction of the Scheduled Payment that the
related Mortgagor is obligated to pay on any Due Date as a result of, or in
connection with, any proceeding under Bankruptcy law or any similar
proceeding.
Defaulting
Party:
As
defined in the Swap Agreement.
26
Deferred
Amount:
With
respect to any Distribution Date and each Class of the Subordinate Certificates,
the amount by which (x) the aggregate of Applied Loss Amounts previously applied
in reduction of the Class Principal Amount thereof exceeds (y) the sum of (1)
the aggregate of amounts previously reimbursed in respect thereof and (2) the
amount by which the Class Principal Amount of such Class has been increased
due
to any Subsequent Recovery.
Definitive
Certificate:
A
Certificate of any Class issued in definitive, fully registered, certificated
form.
Deleted
Mortgage Loan:
A
Mortgage Loan that is repurchased from the Trust Fund pursuant to the terms
hereof or as to which one or more Qualifying Substitute Mortgage Loans are
substituted therefor.
Delinquency
Default Mortgage Loan:
Any
Mortgage Loan listed on Schedule C, which was 29 days Delinquent as of the
Cut-off Date and which is not current in payment on or before June 30,
2007.
Delinquency
Event:
Any
Distribution Date on which the Rolling Three Month Delinquency Rate as of the
last day of the immediately preceding calendar month equals or exceeds (1)
34.85% of the Senior Enhancement Percentage for such Distribution Date or (2)
with respect to any Distribution Date on or after which the aggregate Class
Principal Amount of the Senior Certificates has been reduced to zero, 45.95%
of
the Class M1 Enhancement Percentage for such Distribution Date.
Delinquency
Rate:
With
respect to any calendar month, the fraction, expressed as a percentage, the
numerator of which is the aggregate outstanding principal balance of (i) all
Mortgage Loans 60 days Delinquent or more (including all Mortgage Loans 60
days
Delinquent or more for which the Mortgagor has filed for Bankruptcy after the
Closing Date) and (ii) each Mortgage Loan in foreclosure and all REO Properties
as of the close of business on the last day of such month, and the denominator
of which is the Aggregate Pool Balance for such Distribution Date determined
as
of the last day of the related Collection Period (after giving effect to any
prepayments received during the related Prepayment Period).
Delinquent:
For
reporting purposes, a Mortgage Loan is “delinquent” when any payment
contractually due thereon has not been made by the close of business on the
Due
Date therefor. Such Mortgage Loan is “30 days Delinquent” if such payment has
not been received by the close of business on the corresponding day of the
month
immediately succeeding the month in which such payment was first due, or, if
there is no such corresponding day (e.g.,
as when
a 30-day month follows a 31-day month in which a payment was due on the 31st
day
of such month), then on the last day of such immediately succeeding month.
Similarly for “60 days Delinquent” and the second immediately succeeding month
and “90 days Delinquent” and the third immediately succeeding
month.
Depositor:
Structured Asset Securities Corporation, a Delaware corporation having its
principal place of business in New York, or its successors in
interest.
27
Determination
Date:
With
respect to each Distribution Date, the 18th day of the month in which such
Distribution Date occurs, or, if such 18th day is not a Business Day, the next
succeeding Business Day.
Disqualified
Organization:
A
“disqualified organization” as defined in Section 860E(e)(5) of the
Code.
Distressed
Mortgage Loan:
Any
Mortgage Loan that at the date of determination is Delinquent in payment for
a
period of 90 days or more without giving effect to any grace period permitted
by
the related Mortgage Note or for which the Servicer or the Trustee has accepted
a deed in lieu of foreclosure.
Distribution
Date:
The
25th day of each month or, if such 25th day is not a Business Day, the next
succeeding Business Day, commencing in July 2007.
Distribution
Date Statement:
As
defined in Section 4.03(a).
Distribution
Report:
As
defined in Section 6.20(d)(i).
Due
Date:
With
respect to any Mortgage Loan, the date on which a Scheduled Payment is due
under
the related Mortgage Note.
Eligible
Account:
Either
(i) an account or accounts maintained with a federal or state chartered
depository institution or trust company acceptable to the Rating Agencies,
or
(ii) an account or accounts maintained with a federal or state chartered
depository institution or trust company the short-term unsecured debt
obligations of which (or, in the case of a depository institution or trust
company that is the principal subsidiary of a holding company, the short-term
unsecured debt obligations of such holding company) are rated no lower than
P-1
by Xxxxx’x, F-1 by Fitch and A-1 by S&P (or comparable ratings if Xxxxx’x,
Fitch and S&P are not the Rating Agencies) at the time any amounts are held
on deposit therein; provided, that following a downgrade, withdrawal, or
suspension of such institution’s rating above, each account shall promptly (and
in any case within not more than 30 calendar days) be moved to one or more
segregated trust accounts in the trust department of such institution, or to
an
account at another institution that complies with the above requirements, or
(iii) a segregated trust account or accounts (which shall be a “special deposit
account”) maintained with the Trustee or any other federal or state chartered
depository institution or trust company, acting in its fiduciary capacity,
in a
manner acceptable to the Trustee and the Rating Agencies. Eligible Accounts
may
bear interest.
Eligible
Investments:
Any one
or more of the following obligations or securities:
(i)
direct
obligations of, and obligations fully guaranteed as to timely payment of
principal and interest by, the United States of America or any agency or
instrumentality of the United States of America the obligations of which are
backed by the full faith and credit of the United States of America (“Direct
Obligations”);
(ii)
federal
funds, or demand and time deposits in, certificates of deposits of, or bankers’
acceptances issued by, any depository institution or trust company (including
U.S. subsidiaries of foreign depositories and the Trustee or any agent of the
Trustee, acting in its respective commercial capacity) incorporated or organized
under the laws of the United States of America or any state thereof and subject
to supervision and examination by federal or state banking authorities, so
long
as at the time of investment or the contractual commitment providing for such
investment the commercial paper or other short-term debt obligations of such
depository institution or trust company (or, in the case of a depository
institution or trust company which is the principal subsidiary of a holding
company, the commercial paper or other short-term debt or deposit obligations
of
such holding company or deposit institution, as the case may be) have been
rated
by each Rating Agency in its highest short-term rating category or one of its
two highest long-term rating categories;
28
(iii)
repurchase
agreements collateralized by Direct Obligations or securities guaranteed by
GNMA, FNMA or FHLMC with any registered broker/dealer subject to Securities
Investor Protection Corporation jurisdiction or any commercial bank insured
by
the FDIC, if such broker/dealer or bank has an uninsured, unsecured and
unguaranteed obligation rated by each Rating Agency in its highest short-term
rating category;
(iv)
securities
bearing interest or sold at a discount issued by any corporation incorporated
under the laws of the United States of America or any state thereof which have
a
credit rating from each Rating Agency, at the time of investment or the
contractual commitment providing for such investment, at least equal to (a)
one
of the two highest short-term credit rating categories of S&P and Xxxxx’x
and (b) the highest short-term rating category of Fitch (if Fitch is a Rating
Agency); provided,
however,
that
securities issued by any particular corporation will not be Eligible Investments
to the extent that investment therein will cause the then outstanding principal
amount of securities issued by such corporation and held as part of the Trust
Fund to exceed 20% of the sum of the Aggregate Pool Balance and the aggregate
principal amount of all Eligible Investments in the Certificate Account;
provided,
further,
that
such securities will not be Eligible Investments if they are published as being
under review with negative implications from any Rating Agency;
(v)
commercial
paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified date not more
than 180 days after the date of issuance thereof) rated by each Rating Agency
in
its highest short-term rating category;
(vi)
a
Qualified GIC;
(vii)
certificates
or receipts representing direct ownership interests in future interest or
principal payments on obligations of the United States of America or its
agencies or instrumentalities (which obligations are backed by the full faith
and credit of the United States of America) held by a custodian in safekeeping
on behalf of the holders of such receipts; and
(viii)
any
other
demand, money market, common trust fund or time deposit or obligation, or
interest-bearing or other security or investment (including those managed or
advised by the Trustee or any Affiliate thereof), (A) rated in the highest
rating category by each Rating Agency rating such investment or (B) that would
not adversely affect the then current rating assigned by each Rating Agency
of
any of the Certificates or the NIM Securities and has a short term rating of
at
least “A-1” or its equivalent by each Rating Agency. Such investments in this
subsection (viii) may include money market mutual funds or common trust funds,
including any fund for which Citibank, N.A. (the “Bank”, for purposes of this
paragraph) in its capacity other than as Trustee, the Trustee, the Master
Servicer, any NIMS Insurer or an affiliate thereof serves as an investment
advisor, administrator, shareholder servicing agent, and/or custodian or
subcustodian, notwithstanding that (x) the Bank, the Trustee, the Master
Servicer, any NIMS Insurer or any affiliate thereof charges and collects fees
and expenses from such funds for services rendered, (y) the Bank, the Trustee,
the Master Servicer, any NIMS Insurer or any affiliate thereof charges and
collects fees and expenses for services rendered pursuant to this Agreement,
and
(z) services performed for such funds and pursuant to this Agreement may
converge at any time. The Bank or an affiliate thereof is authorized hereby
to
charge and collect from the Trustee such fees as are collected from all
investors in such funds for services rendered to such funds (but not to exceed
investment earnings thereon);
29
provided,
however,
that no
such instrument shall be an Eligible Investment if such instrument evidences
either (i) a right to receive only interest payments with respect to the
obligations underlying such instrument, or (ii) both principal and interest
payments derived from obligations underlying such instrument and the principal
and interest payments with respect to such instrument provide a yield to
maturity of greater than 120% of the yield to maturity at par of such underlying
obligations, provided
that any
such investment will be a “permitted investment” within the meaning of Section
860G(a)(5) of the Code.
ERISA:
The
Employee Retirement Income Security Act of 1974, as amended.
ERISA-Qualifying
Underwriting:
A best
efforts or firm commitment underwriting or private placement that meets the
requirements of an Underwriter’s Exemption.
ERISA-Restricted
Certificate:
Any
Class B1, Class B2, Class P, Class X, Class R or Class LT-R Certificate, and
any
Offered Certificate which does not have a rating of BBB- or above , BBB (low)
or
above or Baa3 or above.
ERISA-Restricted
Trust Certificate:
Any
Senior Certificate or Class M Certificate.
Errors
and Omission Insurance Policy:
The
errors or omission insurance policy required to be obtained by the Servicer
satisfying the requirements of the Servicing Agreement.
Escrow
Account:
Any
account established and maintained by the Servicer pursuant to the Servicing
Agreement.
Euroclear:
Euroclear Bank, S.A./N.V., as operator of the Euroclear System.
Event
of Default:
Any one
of the conditions or circumstances enumerated in Section 6.14(a).
30
Exchange
Act:
The
Securities and Exchange Act of 1934, as amended, and the rules and regulations
thereunder.
Exchange
Act Signing Party:
Either
the Depositor or the Master Servicer, to be determined by mutual agreement
between such parties.
Excluded
Trust Assets:
As
described in the Preliminary Statement.
Xxxxxx
Xxx or FNMA:
Xxxxxx
Mae, f/k/a/ the Federal National Mortgage Association, a federally chartered
and
privately owned corporation organized and existing under the Federal National
Mortgage Association Charter Act, or any successor thereto.
FDIC:
The
Federal Deposit Insurance Corporation or any successor thereto.
Fidelity
Bond:
The
fidelity bond required to be obtained by the Servicer satisfying the
requirements of the Servicing Agreement.
Final
Scheduled Distribution Date:
With
respect to each Class of Certificates, the Distribution Date occurring in July
2037.
Financial
Intermediary:
A
broker, dealer, bank or other financial institution or other Person that clears
through or maintains a custodial relationship with a Clearing Agency
Participant.
First
Payment Default Mortgage Loan:
Any
Mortgage Loan listed in Schedule B, as to which the related Mortgagor fails
to
make the first Scheduled Payment that is due on such Mortgage Loan within one
calendar month following the date upon which the first Scheduled Payment was
due. By way of example, a first Scheduled Payment due on July 1, 2007 must
be
made by the Mortgagor on or before July 31, 2007.
Fitch:
Fitch,
Inc., or any successor in interest.
Fixed
Rate Mortgage Loan:
Any
Mortgage Loan as to which the related Mortgage Note provides for a fixed rate
of
interest throughout the term of such Note.
Form
8-K Disclosure Information:
As
defined in Section 6.20(f)(i).
Form
10-K Certification:
The
certification required pursuant to Rule 13a-14 under the Exchange
Act.
FPD
Premium:
With
respect to any First Payment Default Mortgage Loan or Delinquency Default
Mortgage Loan purchased by the Seller, the excess, if any of the FPD Purchase
Price over the Purchase Price for such Mortgage Loan.
FPD
Purchase Price:
With
respect to any First Payment Default Mortgage Loan or Delinquency Default
Mortgage Loan, an amount equal to the sum of (a) 102.00% of the unpaid principal
balance of such Mortgage Loan and (b) accrued interest thereon at the applicable
Mortgage Rate from the date as to interest was last paid to (but not including)
the Due Date in the Collection Period immediately preceding the related
Distribution Date.
31
Xxxxxxx
Mac or FHLMC:
Xxxxxxx
Mac, f/k/a the Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States created and existing under Title III of
the
Emergency Home Finance Act of 1970, as amended, or any successor
thereto.
Global
Securities:
The
global certificates representing the Book-Entry Certificates.
GNMA:
The
Government National Mortgage Association, a wholly owned corporate
instrumentality of the United States within HUD.
Group:
The
Group 1 Senior Certificates or the Group 2 Senior Certificates, as the context
requires.
Group
1 Senior Certificates:
The
Class A1 Certificates.
Group
2 Senior Certificates:
Collectively, the Class A2, Class A3, Class A4 and Class A5
Certificates.
Holder
or
Certificateholder:
The
registered owner of any Certificate as recorded on the books of the Certificate
Registrar except that, solely for the purposes of taking any action or giving
any consent pursuant to this Agreement, any Certificate registered in the name
of the Depositor, the Trustee, the Master Servicer, the Servicer or the Credit
Risk Manager or any Affiliate thereof shall be deemed not to be outstanding
in
determining whether the requisite percentage necessary to effect any such
consent has been obtained, except that, in determining whether the Trustee
shall
be protected in relying upon any such consent, only Certificates which a
Responsible Officer of the Trustee knows to be so owned shall be disregarded.
The Trustee and any NIMS Insurer may request and conclusively rely on
certifications by the Depositor, the Master Servicer, the Servicer or the Credit
Risk Manager in determining whether any Certificates are registered to an
Affiliate of the Depositor, the Master Servicer, the Servicer or the Credit
Risk
Manager. After a Section 7.01(c) Purchase Event, other than in Sections 5.02(b)
through (g) and 11.03(a) and (b) and, except in the case of the Class LT-R
Certificates, Sections 3.03, 3.04, 3.05, 3.06, 3.07 and 3.09 herein, all
references in this Agreement to “Holder” or “Certificateholder” shall be deemed
to be references to the LTURI-holder, as recorded on the books of the
Certificate Registrar, as holder of the Lower Tier Uncertificated REMIC 1
Regular Interests.
HUD:
The
United States Department of Housing and Urban Development, or any successor
thereto.
Independent:
When
used with respect to any Accountants, a Person who is “independent” within the
meaning of Rule 2-01(b) of the Commission’s Regulation S-X. When used with
respect to any other Person, a Person who (a) is in fact independent of another
specified Person and any Affiliate of such other Person, (b) does not have
any
material direct financial interest in such other Person or any Affiliate of
such
other Person, (c) is not connected with such other Person or any Affiliate
of
such other Person as an officer, employee, promoter, underwriter, trustee,
partner, director or Person performing similar functions and (d) is not a member
of the immediate family of a Person defined in clause (b) or (c)
above.
32
Index:
The
index specified in the related Mortgage Note for calculation of the Mortgage
Rate thereof.
Initial
LIBOR Rate:
5.32000%.
Initial
Optional Termination Date:
The
first Distribution Date following the date on which the Aggregate Pool Balance
is less than 10.00% of the Cut-off Date Balance.
Initial
Sale Date:
The
date on which the Mortgage Loan was sold by the Transferor to the Bank, as
specified in the Mortgage Loan Schedule.
Insurance
Fee Rate:
Not
applicable.
Insurance
Policy:
Any
standard hazard insurance policy, flood insurance policy, earthquake insurance
policy or title insurance policy relating to the Mortgage Loans or the Mortgaged
Properties, to be in effect as of the Closing Date or thereafter during the
term
of this Agreement.
Insurance
Proceeds:
Amounts
paid by the insurer under any Insurance Policy, other than amounts (i) to cover
expenses incurred by or on behalf of the Servicer or Master Servicer in
connection with procuring such proceeds, (ii) to be applied to restoration
or
repair of the related Mortgaged Property or (iii) required to be paid over
to
the Mortgagor pursuant to law or the related Mortgage Note.
Interest
Rate Cap Account:
The
account created pursuant to Section 5.07(b).
Interest
Rate Cap Agreement:
The
interest rate cap agreement dated June 29, 2007 entered into by the Trustee
on behalf of the Supplemental Interest Trust and the Cap Counterparty, which
agreement provides for the monthly payment specified therein to the Trustee
(for
the benefit of the Certificateholders) commencing with the Distribution Date
in
August 2008 and ending on the Distribution Date in June 2012, by the Cap
Counterparty, but subject to the conditions set forth therein together with
any
schedules, confirmations, credit support annex or other agreements relating
thereto, attached hereto as Exhibit N.
Interest
Rate Cap Amount:
With
respect to each Distribution Date, the amount of any Interest Rate Cap Payment
deposited into the Interest Rate Cap Account and any interest earnings
thereon.
Interest
Rate Cap Payment:
With
respect to each Distribution Date, any payment required to be made by the Cap
Counterparty to the Supplemental Interest Trust pursuant to the terms of the
Interest Rate Cap Agreement.
Interest
Rate Cap Payment Date:
For so
long as the Interest Rate Cap Agreement is in effect or any amounts remain
unpaid thereunder, the Business Day immediately preceding each Distribution
Date.
33
Interest
Remittance Amount:
With
respect to each Mortgage Pool and any Distribution Date, an amount equal to
(a)
the sum of (1) all interest collected (other than Payaheads and Prepayment
Premiums) or advanced in respect of Scheduled Payments on the Mortgage Loans
in
such Mortgage Pool during the related Collection Period by the Servicer, the
Master Servicer or the Trustee (solely in its capacity as successor master
servicer), minus
(x) the
Servicing Fee with respect to such Mortgage Loans in such Mortgage Pool and
(y)
previously unreimbursed Advances due to the Servicer, the Master Servicer or
the
Trustee (solely in its capacity as successor master servicer) to the extent
allocable to interest and the allocable portion of previously unreimbursed
Servicing Advances with respect to such Mortgage Loans, (2) any amounts actually
paid by the Servicer with respect to Prepayment Interest Shortfalls and any
Compensating Interest Payments with respect to such Mortgage Loans and the
related Prepayment Period, (3) the portion of any Purchase Price (or FPD
Purchase Price (excluding any FPD Premiums) payable with respect to a First
Payment Default Mortgage Loan or Delinquency Default Mortgage Loan) or
Substitution Amount paid with respect to such Mortgage Loans during the related
Prepayment Period allocable to interest and (4) all Net Liquidation
Proceeds, Subsequent Recoveries, Insurance Proceeds and any other recoveries
collected with respect to such Mortgage Loans during the related Prepayment
Period, to the extent allocable to interest, for each Mortgage Pool,
as
reduced by (b)
the
product of (i) the applicable Pool Percentage for such Distribution Date and
(ii) any other costs, expenses or liabilities reimbursable to the Trustee,
the Master Servicer, the Custodian and the Servicer to the extent provided
in
this Agreement, the Servicing Agreement and the Custodial Agreement;
provided,
however,
that in
the case of the Trustee, such reimbursable amounts to the Trustee pursuant
to
Section 4.04(b)(i) may not exceed $200,000 during any Anniversary Year. In
the
event that the Trustee incurs reimbursable amounts in excess of $200,000, it
may
seek reimbursement for such amounts in subsequent Anniversary Years, but in
no
event shall more than $200,000 be reimbursed to the Trustee per Anniversary
Year. Notwithstanding the foregoing, costs and expenses incurred by the Trustee
pursuant to Section 6.14(a) in connection with any transfer of servicing shall
be excluded from the $200,000 per Anniversary Year limit on reimbursable
amounts. For the avoidance of doubt, (i) the Interest Remittance Amount
available on each Swap Payment Date for distributions to the Swap Account shall
be equal to the Interest Remittance Amount on the related Distribution Date
and
(ii) the Interest Remittance Amount for each Distribution Date shall be
calculated without regard to any distributions to the Swap Account on the
related Swap Payment Date.
Intervening
Assignments:
The
original intervening assignments of the Mortgage, notices of transfer or
equivalent instrument.
Item
1122 Responsible Party:
With
respect to the criteria to be addressed under Item 1122 of Regulation AB, the
attesting party as indicated in the table attached hereto at Exhibit
S.
JPMorgan:
JPMorgan Chase Bank, National Association, or any successor in
interest.
Latest
Possible Maturity Date:
The
Distribution Date occurring in July 2042.
LBH:
Xxxxxx
Brothers Holdings Inc., or any successor in interest.
34
LIBOR:
(a) With
respect to the first Accrual Period, the Initial LIBOR Rate. With respect to
each subsequent Accrual Period, a per annum rate determined on the LIBOR
Determination Date in the following manner by the Trustee on the basis of the
“Interest Settlement Rate” set by the British Bankers’ Association (the “BBA”)
for one-month United States dollar deposits, as such rates appear on (1) the
Bloomberg L.P. page “US0001M” (as found on page “BBAM”) or (2) if such offered
rates do not appear on the Bloomberg L.P. page “US0001M,” the Reuters Screen
“LIBOR01,” in either case as of 11:00 a.m. (London time) on such LIBOR
Determination Date.`
(b) If
any
such rate is not published for such LIBOR Determination Date, LIBOR for such
date will be the most recently published Interest Settlement Rate published
on
the Bloomberg L.P. page “US0001M.” In the event that the BBA no longer sets an
Interest Settlement Rate, the Trustee will designate an alternative index that
has performed, or that the Trustee expects to perform, in a manner substantially
similar to the BBA’s Interest Settlement Rate. The Trustee will select a
particular index as the alternative index only if it receives an Opinion of
Counsel (a copy of which shall be furnished to any NIMS Insurer), which opinion
shall be an expense reimbursed from the Certificate Account pursuant to Section
4.04, that the selection of such index will not cause any of the REMICs to
lose
their classification as REMICs for federal income tax purposes.
(c) The
establishment of LIBOR by the Trustee and the Trustee’s subsequent calculation
of the Certificate Interest Rate applicable to the LIBOR Certificates for the
relevant Accrual Period, in the absence of manifest error, will be final and
binding.
LIBOR
Business Day:
Any day
on which banks in London, England and The City of New York are open and
conducting transactions in foreign currency and exchange.
LIBOR
Certificate:
Any
Class A1, Class A2, Class A3, Class A4, Class A5, Class M1, Class M2, Class
M3,
Class M4, Class M5, Class M6, Class M7, Class M8, Class M9, Class B1 or Class
B2
Certificate.
LIBOR
Determination Date:
The
second LIBOR Business Day immediately preceding the commencement of each Accrual
Period for any LIBOR Certificate.
Liquidated
Mortgage Loan:
Any
defaulted Mortgage Loan as to which the Master Servicer or the Servicer has
determined that all amounts that it expects to recover on behalf of the Trust
Fund from or on account of such Mortgage Loan have been recovered (exclusive
of
any possibility of a deficiency judgment).
Liquidation
Expenses:
Expenses that are incurred by the Master Servicer or the Servicer in connection
with the liquidation of any defaulted Mortgage Loan including, without
limitation, foreclosure and rehabilitation expenses, legal expenses and
unreimbursed amounts, if any, expended pursuant to Sections 9.06, 9.16 or
9.22.
Liquidation
Proceeds:
Cash
received in connection with the liquidation of a defaulted Mortgage Loan,
whether through the sale or assignment of such Mortgage Loan, trustee’s sale,
foreclosure sale, payment in full, discounted payoff or otherwise, or the sale
of the related Mortgaged Property if the Mortgaged Property is acquired in
satisfaction of the Mortgage Loan, including any amounts remaining in the
related Escrow Account.
35
Loan-to-Value
Ratio:
With
respect to any Mortgage Loan, the ratio of the principal balance of such
Mortgage Loan at origination plus the principal balance of each mortgage loan
senior thereto based on the most recent information avaialbe to the Seller,
or
such other date as is specified, to the Original Value of the related Mortgaged
Property.
Lower
Tier Interest:
As
described in the Preliminary Statement.
Lower
Tier REMIC 1 Uncertificated Regular Interests:
Lower
Tier Interests of REMIC 1 constituting regular interests held in uncertificated
form pursuant to a Section 7.01(c) Purchase Event.
LPMI
Policy:
Not
applicable.
LTURI-holder:
The
holder of Lower Tier REMIC 1 Uncertificated Regular Interests, which upon the
occurrence of a Section 7.01(c) Purchase Event shall be the Master Servicer
or
its designee, and including any trustee in its capacity as trustee of any
privately placed securitization.
M1
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Stepdown Date and as long
as a
Trigger Event is not in effect with respect to such Distribution Date, the
amount, if any, by which (x) the sum of (i) the aggregate Class Principal
Amount of the Senior Certificates after giving effect to distributions on such
Distribution Date, and (ii) the Class Principal Amount of the Class M1
Certificates immediately prior to such Distribution Date exceeds (y) the M1
Target Amount for such Distribution Date.
M1
Target Amount:
With
respect to any Distribution Date, an amount equal to the lesser of (a) the
product of (i) 65.20% and (ii) the Aggregate Pool Balance for such Distribution
Date determined as of the last day of the related Collection Period (after
giving effect to any prepayments received during the related Prepayment Period)
and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such
Distribution Date determined as of the last day of the related Collection Period
(after giving effect to any prepayments received during the related Prepayment
Period) exceeds (ii) the Overcollateralization Floor.
M2
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Stepdown Date and as long
as a
Trigger Event is not in effect with respect to such Distribution Date, the
amount, if any, by which (x) the sum of (i) the aggregate Class Principal
Amount of the Senior Certificates and the Class M1 Certificates after giving
effect to distributions on such Distribution Date, and (ii) the Class Principal
Amount of the Class M2 Certificates immediately prior to such Distribution
Date
exceeds (y) the M2 Target Amount for such Distribution Date.
M2
Target Amount:
With
respect to any Distribution Date, an amount equal to the lesser of (a) the
product of (i) 71.80% and (ii) the Aggregate Pool Balance for such Distribution
Date determined as of the last day of the related Collection Period (after
giving effect to any prepayments received during the related Prepayment Period)
and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such
Distribution Date determined as of the last day of the related Collection Period
(after giving effect to any prepayments received during the related Prepayment
Period) exceeds (ii) the Xxxxxxxxxxxxxxxxxxxxx Xxxxx.
00
X0
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Stepdown Date and as long
as a
Trigger Event is not in effect with respect to such Distribution Date, the
amount, if any, by which (x) the sum of (i) the aggregate Class Principal
Amount of the Senior Certificates and the Class M1 and Class M2 Certificates
after giving effect to distributions on such Distribution Date, and (ii) the
Class Principal Amount of the Class M3 Certificates immediately prior to such
Distribution Date exceeds (y) the M3 Target Amount for such Distribution
Date.
M3
Target Amount:
With
respect to any Distribution Date, an amount equal to the lesser of (a) the
product of (i) 75.60% and (ii) the Aggregate Pool Balance for such Distribution
Date determined as of the last day of the related Collection Period (after
giving effect to any prepayments received during the related Prepayment Period)
and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such
Distribution Date determined as of the last day of the related Collection Period
(after giving effect to any prepayments received during the related Prepayment
Period) exceeds (ii) the Overcollateralization Floor.
M4
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Stepdown Date and as long
as a
Trigger Event is not in effect with respect to such Distribution Date, the
amount, if any, by which (x) the sum of (i) the aggregate Class Principal Amount
of the Senior Certificates and the Class M1, Class M2 and Class M3 Certificates,
in each case after giving effect to distributions on such Distribution Date
and
(ii) the Class Principal Amount of the Class M4 Certificates immediately prior
to such Distribution Date exceeds (y) the M4 Target Amount for such Distribution
Date.
M4
Target Amount:
With
respect to any Distribution Date, an amount equal to the lesser of (a) the
product of (i) 79.00% and (ii) the Aggregate Pool Balance for such Distribution
Date determined as of the last day of the related Collection Period (after
giving effect to any prepayments received during the related Prepayment Period)
and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such
Distribution Date determined as of the last day of the related Collection Period
(after giving effect to any prepayments received during the related Prepayment
Period) exceeds (ii) the Overcollateralization Floor.
M5
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Stepdown Date and as long
as a
Trigger Event is not in effect with respect to such Distribution Date, the
amount, if any, by which (x) the sum of (i) the aggregate Class Principal Amount
of the Senior Certificates and the Class M1, Class M2, Class M3 and Class M4
Certificates, in each case after giving effect to distributions on such
Distribution Date and (ii) the Class Principal Amount of the Class M5
Certificates immediately prior to such Distribution Date exceeds (y) the M5
Target Amount for such Distribution Date.
M5
Target Amount:
With
respect to any Distribution Date, an amount equal to the lesser of (a) the
product of (i) 82.20% and (ii) the Aggregate Pool Balance for such Distribution
Date determined as of the last day of the related Collection Period (after
giving effect to any prepayments received during the related Prepayment Period)
and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such
Distribution Date determined as of the last day of the related Collection Period
(after giving effect to any prepayments received during the related Prepayment
Period) exceeds (ii) the Xxxxxxxxxxxxxxxxxxxxx Xxxxx.
00
X0
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Stepdown Date and as long
as a
Trigger Event is not in effect with respect to such Distribution Date, the
amount, if any, by which (x) the sum of (i) the aggregate Class Principal Amount
of the Senior Certificates and the Class M1, Class M2, Class M3, Class M4 and
Class M5 Certificates, in each case after giving effect to distributions on
such
Distribution Date and (ii) the Class Principal Amount of the Class M6
Certificates immediately prior to such Distribution Date exceeds (y) the M6
Target Amount for such Distribution Date.
M6
Target Amount:
With
respect to any Distribution Date, an amount equal to the lesser of (a) the
product of (i) 85.20% and (ii) the Aggregate Pool Balance for such Distribution
Date determined as of the last day of the related Collection Period (after
giving effect to any prepayments received during the related Prepayment Period)
and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such
Distribution Date determined as of the last day of the related Collection Period
(after giving effect to any prepayments received during the related Prepayment
Period) exceeds (ii) the Overcollateralization Floor.
M7
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Stepdown Date and as long
as a
Trigger Event is not in effect with respect to such Distribution Date, the
amount, if any, by which (x) the sum of (i) the aggregate Class Principal Amount
of the Senior Certificates and the Class M1, Class M2, Class M3, Class M4,
Class
M5 and Class M6 Certificates, in each case after giving effect to distributions
on such Distribution Date and (ii) the Class Principal Amount of the Class
M7
Certificates immediately prior to such Distribution Date exceeds (y) the M7
Target Amount for such Distribution Date.
M7
Target Amount:
With
respect to any Distribution Date, an amount equal to the lesser of (a) the
product of (i) 88.10% and (ii) the Aggregate Pool Balance for such Distribution
Date determined as of the last day of the related Collection Period (after
giving effect to any prepayments received during the related Prepayment Period)
and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such
Distribution Date determined as of the last day of the related Collection Period
(after giving effect to any prepayments received during the related Prepayment
Period) exceeds (ii) the Overcollateralization Floor.
M8
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Stepdown Date and as long
as a
Trigger Event is not in effect with respect to such Distribution Date, the
amount, if any, by which (x) the sum of (i) the aggregate Class Principal Amount
of the Senior Certificates and the Class M1, Class M2, Class M3, Class M4,
Class
M5, Class M6 and Class M7 Certificates, in each case after giving effect to
distributions on such Distribution Date and (ii) the Class Principal Amount
of
the Class M8 Certificates immediately prior to such Distribution Date exceeds
(y) the M8 Target Amount for such Distribution Date.
M8
Target Amount:
With
respect to any Distribution Date, an amount equal to the lesser of (a) the
product of (i) 90.10% and (ii) the Aggregate Pool Balance for such Distribution
Date determined as of the last day of the related Collection Period (after
giving effect to any prepayments received during the related Prepayment Period)
and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such
Distribution Date determined as of the last day of the related Collection Period
(after giving effect to any prepayments received during the related Prepayment
Period) exceeds (ii) the Xxxxxxxxxxxxxxxxxxxxx Xxxxx.
00
X0
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Stepdown Date and as long
as a
Trigger Event is not in effect with respect to such Distribution Date, the
amount, if any, by which (x) the sum of (i) the aggregate Class Principal Amount
of the Senior Certificates and the Class M1, Class M2, Class M3, Class M4,
Class
M5, Class M6, Class M7 and Class M8 Certificates, in each case after giving
effect to distributions on such Distribution Date and (ii) the Class Principal
Amount of the Class M9 Certificates immediately prior to such Distribution
Date
exceeds (y) the M9 Target Amount for such Distribution Date.
M9
Target Amount:
With
respect to any Distribution Date, an amount equal to the lesser of (a) the
product of (i) 92.40% and (ii) the Aggregate Pool Balance for such Distribution
Date determined as of the last day of the related Collection Period (after
giving effect to any prepayments received during the related Prepayment Period)
and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such
Distribution Date determined as of the last day of the related Collection Period
(after giving effect to any prepayments received during the related Prepayment
Period) exceeds (ii) the Overcollateralization Floor.
Master
Servicer:
Aurora
Loan Services LLC, or any successor in interest, or if any successor master
servicer shall be appointed as herein provided, then such successor master
servicer.
Master
Servicer Investment Period:
As
defined in Section 4.04(c) hereof.
Master
Servicer Remittance Date:
With
respect to each Distribution Date, two Business Days immediately preceding
such
Distribution Date.
Master
Servicing Fee:
As to
any Distribution Date, an amount equal to 1/12th
the
product of (a) the Master Servicing Fee Rate and (b) the outstanding principal
balance of each Mortgage Loan.
Master
Servicing Fee Rate:
0.00%
per annum.
Material
Defect:
As
defined in Section 2.02(c) hereof.
Maximum
Interest Rate:
The
Pool 1 Maximum Interest Rate, the Pool 2 Maximum Interest Rate or the
Subordinate Maximum Interest Rate, as applicable.
MERS:
Mortgage Electronic Registration Systems, Inc., a Delaware corporation, or
any
successor in interest thereto.
MERS
Mortgage Loan:
Any
Mortgage Loan as to which the related Mortgage, or an Assignment of Mortgage,
has been or will be recorded in the name of MERS, as nominee for the holder
from
time to time of the Mortgage Note.
39
Monthly
Excess Cashflow:
For
each Distribution Date, the aggregate of any remaining Interest Remittance
Amount pursuant to Section 5.02(d)(v) for
such
date, any Principal Distribution Amount available for distribution pursuant
to
Section 5.02(e)(ii)(C) or 5.02 (e)(iii)(O) for such date, and any Aggregate
Overcollateralization Release Amount for such date.
Moody’s:
Xxxxx’x
Investors Service, Inc., or any successor in interest.
Mortgage:
A
mortgage, deed of trust or other instrument encumbering a fee simple interest
in
real property securing a Mortgage Note, together with improvements
thereto.
Mortgage
File:
The
mortgage documents listed in Section 2.01(b) pertaining to a particular Mortgage
Loan required to be delivered to the Trustee pursuant to this
Agreement.
Mortgage
Loan:
A
Mortgage and the related notes or other evidences of indebtedness secured by
each such Mortgage conveyed, transferred, sold, assigned to or deposited with
the Trustee pursuant to Section 2.01 or Section 2.05, including without
limitation each Mortgage Loan listed on the Mortgage Loan Schedule, as amended
from time to time.
Mortgage
Loan Sale Agreement:
The
mortgage loan sale and assignment agreement dated as of June 1, 2007, for the
sale of the Mortgage Loans by the Seller to the Depositor.
Mortgage
Loan Schedule:
The
schedule attached hereto as Schedule A, which shall identify each Mortgage
Loan,
as such schedule may be amended from time to time to reflect the addition of
Mortgage Loans to, or the deletion of Mortgage Loans from, the Trust Fund.
Such
schedule shall set forth, among other things, the following information with
respect to each Mortgage Loan: (i) the Mortgage Loan identifying number; (ii)
the city, state and zip code of the Mortgaged Property; (iii) the original
principal amount of the Mortgage Loan; (iv) the Mortgage Rate at origination;
(v) the monthly payment of principal and interest at origination; (vi) the
Mortgage Pool in which such Mortgage Loan is included; (vii) the Servicing
Fee
Rate; (viii) the Custodian with respect to the Mortgage File related to such
Mortgage Loan; (ix) whether such Mortgage Loan is subject to a Prepayment
Premium for voluntary prepayments by the Mortgagor, the term during which such
Prepayment Premiums are imposed and the methods of calculation of the Prepayment
Premium; (x) whether such Mortgage Loan is a Simple Interest Mortgage Loan;
and
(xi) whether such Mortgage Loan is a First Payment Default Mortgage Loan or
a
Delinquency Default Mortgage Loan. The Depositor shall be responsible for
providing the Trustee and the Master Servicer with all amendments to the
Mortgage Loan Schedule.
Mortgage
Note:
The
note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage
under a Mortgage Loan.
Mortgage
Pool:
Any of
Pool 1 or Pool 2.
Mortgage
Rate:
With
respect to any Mortgage Loan, the per annum rate at which interest accrues
on
such Mortgage Loan, as determined under the related Mortgage Note as reduced
by
any Relief Act Reductions.
Mortgaged
Property:
Either
of (x) the fee simple interest in real property, together with improvements
thereto including any exterior improvements to be completed within 120 days
of
disbursement of the related Mortgage Loan proceeds, or (y) in the case of a
Cooperative Loan, the related Cooperative Shares and Proprietary Lease, securing
the indebtedness of the Mortgagor under the related Mortgage Loan.
40
Mortgagor:
The
obligor on a Mortgage Note.
Net
Excess Spread:
With
respect to any Distribution Date, (A) the fraction, expressed as a percentage,
the numerator of which is equal to the product of (i) the amount, if any, by
which (a) the aggregate of the Interest Remittance Amounts for each Mortgage
Pool for such Distribution Date (as reduced by the aggregate Credit Risk
Manager’s Fee) exceeds (b) the Current Interest payable with respect to the
Certificates for such date and (ii) twelve, and the denominator of which is
the
Aggregate Pool Balance for such Distribution Date, multiplied
by (B) a
fraction, the numerator of which is thirty and the denominator of which is
the
greater of thirty and the actual number of days in the immediately preceding
calendar month minus
(C)
the
product, expressed as a percentage, of (i) the amount of any Net Swap Payment
owed to the Swap Counterparty for such Distribution Date divided by the
Aggregate Pool Balance as of the beginning of the related Collection Period
and
(ii) a fraction, the numerator of which is 360 and the denominator of which
is
the actual number of days in the Accrual Period related to such Distribution
Date, plus
(D)
the
product, expressed as a percentage, of (i) the sum of (a) the amount of any
Net
Swap Payment and (b) any Interest Rate Cap Payment received by the Supplemental
Interest Trust for such Distribution Date divided by the Aggregate Pool Balance
as of the beginning of the related Collection Period and (ii) a fraction, the
numerator of which is 360 and the denominator of which is the actual number
of
days in the Accrual Period related to such Distribution Date.
Net
Funds Cap:
The
Pool 1 Net Funds Cap, the Pool 2 Net Funds Cap or the Subordinate Net Funds
Cap,
as the context requires.
Net
Liquidation Proceeds:
With
respect to any Liquidated Mortgage Loan, the related Liquidation Proceeds net
of
(i) unreimbursed expenses and (ii) any unreimbursed Advances, if any, received
and retained in connection with the liquidation of such Mortgage
Loan.
Net
Mortgage Rate:
With
respect to any Mortgage Loan, the Mortgage Rate thereof reduced by the Servicing
Fee Rate for such Mortgage Loan.
Net
Prepayment Interest Shortfall:
With
respect to any Master Servicer Remittance Date, the excess, if any, of any
Prepayment Interest Shortfalls with respect to the Mortgage Loans for such
date
over any amounts paid with respect to such shortfalls by the Servicer pursuant
to the Servicing Agreement.
Net
Simple Interest Excess:
With
respect to any Distribution Date, the excess, if any, of (a) the amount of
the
payments received by the Servicer and the Master Servicer in the related
Collection Period allocable to interest in respect of Simple Interest Mortgage
Loans, calculated in accordance with the Simple Interest Method, net of the
Servicing Fees, over (b) 30 days’ interest at the weighted average (by principal
balance) of the Net Mortgage Rates of the Simple Interest Mortgage Loans as
of
the first day of the related Collection Period, as determined by the Servicer,
on the aggregate principal balance of such Simple Interest Mortgage Loans for
such Distribution Date, carried to six decimal places, rounded down, and
calculated on the basis of a 360-day year consisting of twelve 30-day months.
For this purpose, the amount of interest received in respect of the Simple
Interest Mortgage Loans in any month shall be deemed (i) to include any Advances
of interest made by the Servicer, the Master Servicer or the Trustee (solely
in
its capacity as successor master servicer) in such month in respect of such
Simple Interest Mortgage Loans and (ii) to be reduced by any amounts paid to
the
Servicer, the Master Servicer or the Trustee (solely in its capacity as
successor master servicer) in such month in reimbursement of Advances previously
made by the Servicer, the Master Servicer or the Trustee (solely in its capacity
as successor master servicer) in respect of such Simple Interest Mortgage
Loans.
41
Net
Simple Interest Shortfall:
With
respect to any Distribution Date, the excess, if any, of (a) 30 days’ interest
at the weighted average (by principal balance) of the Net Mortgage Rates of
the
Simple Interest Mortgage Loans as of the first day of the related Collection
Period, as determined by the Servicer, on the aggregate principal balance of
such Simple Interest Mortgage Loans for such Distribution Date, carried to
six
decimal places, rounded down, and calculated on the basis of a 360-day year
consisting of twelve 30-day months, over (b) the amount of the payments received
by the Servicer or the Master Servicer in the related Collection Period
allocable to interest in respect of such Simple Interest Mortgage Loans,
calculated in accordance with the Simple Interest Method, net of the Servicing
Fees.
Net
Swap Payment:
With
respect to each Swap Payment Date, the sum of (i) the net payment required
to be
made pursuant to the terms of the Swap Agreement, which net payment shall not
take into account any Swap Termination Payment, and (ii) any unpaid amounts
due
on previous Swap Payment Dates and accrued interest thereon as provided in
the
Swap Agreement, as calculated by the Swap Counterparty and furnished to the
Trustee.
Net
WAC Rate:
With
respect to any Distribution Date (and the related Accrual Period), a per annum
rate equal to the weighted average of the Net Mortgage Rates of the Mortgage
Loans as of the first day of the related Collection Period (not including for
this purpose Mortgage Loans for which prepayments in full have been received
and
distributed in the month prior to that Distribution Date).
NIM
Redemption Amount:
As
defined in Section 7.01(b).
NIM
Residual Securities:
Any
preference shares, ownership certificate or other residual certificates issued
in connection with any NIM Securities.
NIM
Securities:
Any net
interest margin notes (other than any NIM Residual Securities) issued by a
trust
or other special purpose entity, the principal assets of such trust including
the Class P and Class X Certificates and the payments received thereon, which
principal assets back such notes.
NIMS
Agreement:
Any
agreement pursuant to which the NIM Securities are issued.
NIMS
Insurer:
One or
more insurers issuing financial guaranty insurance policies in connection with
the issuance of NIM Securities.
42
Non-Book-Entry
Certificate:
Any
Certificate other than a Book-Entry Certificate.
Non-MERS
Mortgage Loan:
Any
Mortgage Loan other than a MERS Mortgage Loan.
Non-permitted
Foreign Holder:
As
defined in Section 3.03(f).
Non-U.S.
Person:
Any
person other than a “United States person” within the meaning of Section
7701(a)(30) of the Code.
Notional
Amount:
Not
applicable.
Notional
Certificate:
Not
applicable.
Offered
Certificates:
The
Class A1, Class A2, Class A3, Class A4, Class A5, Class M1, Class M2, Class
M3,
Class M4, Class M5, Class M6, Class M7, Class M8 and Class M9
Certificates.
Offering
Document:
Each of
the Prospectus, the Private Placement Memorandum and the Class X and Class
P
Private Placement Memorandum, as applicable.
Officer’s
Certificate:
A
certificate signed by the Chairman of the Board, any Vice Chairman, the
President, any Vice President or any Assistant Vice President of a Person,
and
in each case delivered to the Trustee.
Opinion
of Counsel:
A
written opinion of counsel, reasonably acceptable in form and substance to
the
Trustee, and which may be in-house or outside counsel to the Depositor, the
Master Servicer or the Trustee but which must be Independent outside counsel
with respect to any such opinion of counsel concerning the transfer of any
Residual Certificate or concerning certain matters with respect to ERISA, or
the
taxation, or the federal income tax status, of each REMIC.
Original
Mortgage Loan:
As
described in the Preliminary Statement.
Original
Value:
The
lesser of (a) the Appraised Value of a Mortgaged Property at the time the
related Mortgage Loan was originated and (b) if the Mortgage Loan was made
to
finance the acquisition of the related Mortgaged Property, the purchase price
paid for the Mortgaged Property by the Mortgagor at the time the related
Mortgage Loan was originated.
Overcollateralization
Amount:
With
respect to any Distribution Date, the amount, if any, by which (x) the Aggregate
Pool Balance for such Distribution Date exceeds (y) the aggregate Class
Principal Amount of the LIBOR Certificates after giving effect to distributions
on such Distribution Date.
Overcollateralization
Deficiency:
With
respect to any Distribution Date, the amount, if any, by which (x) the Targeted
Overcollateralization Amount for such Distribution Date exceeds (y) the
Overcollateralization Amount for such Distribution Date, calculated for this
purpose after giving effect to the reduction on such Distribution Date of the
Certificate Principal Amounts of the LIBOR Certificates resulting from the
distribution of the Principal Distribution Amount on such Distribution Date,
but
prior to allocation of any Applied Loss Amount on such Distribution
Date.
43
Overcollateralization
Floor:
An
amount equal to $3,883,130.58 (which is 0.50% of the Cut-off Date
Balance).
Payahead:
With
respect to any Mortgage Loan and any Due Date therefor, any Scheduled Payment
received by the Servicer during any Collection Period in addition to the
Scheduled Payment due on such Due Date, intended by the related Mortgagor to
be
applied on a subsequent Due Date or Due Dates.
Paying
Agent:
Any
paying agent appointed pursuant to Section 3.08.
PCAOB:
The
Public Company Accounting Oversight Board.
Percentage
Interest:
With
respect to any Certificate, its percentage interest in the undivided beneficial
ownership interest in the Trust Fund evidenced by all Certificates of the same
Class as such Certificate. With respect to any LIBOR Certificate, the Percentage
Interest evidenced thereby shall equal the Certificate Principal Amount thereof
divided by the Class Principal Amount of all Certificates of the same Class.
With respect to the Class X, Class P, Class R and Class LT-R Certificates,
the
Percentage Interest evidenced thereby shall be as specified on the face thereof,
or otherwise be equal to 100%.
Permitted
Servicing Amendment:
Any
amendment to the Servicing Agreement pursuant to Section 11.03(a)(iii) hereunder
in connection with any servicing transfer or transfer of any servicing
rights.
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.
Plan:
An
employee benefit plan or other retirement arrangement which is subject to
Section 406 of ERISA and/or Section 4975 of the Code or any entity whose
underlying assets include such plan’s or arrangement’s assets by reason of their
investment in the entity.
Plan
Asset Regulations:
The
Department of Labor regulations set forth in 29 C.F.R. 2510.3-101.
PMI
Insurance Premium:
Not
applicable.
PMI
Insurer:
Not
applicable.
Pool
1:
The
aggregate of the Mortgage Loans identified on the Mortgage Loan Schedule as
being included in Pool 1.
44
Pool
1
Maximum Interest Rate:
For the
Group 1 Senior Certificates, for each Distribution Date on or before the
Distribution Date on which the aggregate Class Principal Amount of the Group
2
Senior Certificates has been reduced to zero, an annual rate equal to (a) the
product, expressed as a percentage, of (1) the amount, if any, by which the
weighted average of the excess of the maximum “lifetime” Mortgage Rates, as
specified in the related Mortgage Notes for the Pool 1 Mortgage Loans exceeds
the Servicing Fee Rate and (2) a fraction, the numerator of which is 30 and
the
denominator of which is the actual number of days in the Accrual Period related
to such Distribution Date; plus
(b) the
product, expressed as a percentage, of (1) the sum of (x) the amount of any
Net
Swap Payment owed by the Swap Counterparty on
the
related Swap Payment Date
allocable to Pool 1 (based on the applicable Pool Percentage) and (y) any
Interest Rate Cap Amount owed by the Cap Counterparty on the related Interest
Rate Cap Payment Date allocable to Pool 1 (based on the applicable Pool
Percentage) divided by the Pool Balance for Pool 1 as of the first day of the
related Collection Period (excluding for this purpose Mortgage Loans in
Pool 1 for which prepayments in full have been received and distributed in
the month prior to that Distribution Date) and (2) a fraction, the numerator
of
which is 360 and the denominator of which is the actual number of days in the
Accrual Period related to such Distribution Date; minus
(c) the
product, expressed as a percentage, of (1) a fraction, expressed as a
percentage, the numerator of which is the amount of any Net Swap Payment owed
to
the Swap Counterparty on the related Swap Payment Date allocable to Pool 1
(based on the applicable Pool Percentage) and the denominator of which is the
Pool Balance for Pool 1 as of the first day of the related Collection Period
(not including for this purpose Mortgage Loans in Pool 1 for which
prepayments in full have been received and distributed in the month prior to
that Distribution Date) and (2) a fraction, the numerator of which is 360 and
the denominator of which is the actual number of days in the Accrual Period
related to such Distribution Date.
Pool
1
Net Funds Cap:
With
respect to any Distribution Date and the Group 1 Senior Certificates, a per
annum rate equal to (a) a fraction, expressed as a percentage, the numerator
of
which is the product of (1) the excess, if any, of (i) the Pool 1 Optimal
Interest Remittance Amount for such date over (ii) any Net Swap Payment or
Swap
Termination Payment (not due to a Swap Counterparty Trigger Event) owed to
the
Swap Counterparty on the related Swap Payment Date allocable to Pool 1 (based
on
the applicable Pool Percentage) and (2) 12, and the denominator of which is
the
Pool Balance for Pool 1 as of the first day of the related Collection Period
(excluding for this purpose any Mortgage Loans in Pool 1 for which any Principal
Prepayments in full have been deposited into the Collection Account and
distributed therefrom in accordance with Section 5.02 during the month prior
to
such Distribution Date), multiplied by (b) a fraction, the numerator of which
is
30 and the denominator of which is the actual number of days in the Accrual
Period related to such Distribution Date.
Pool
1
Optimal Interest Remittance Amount:
With
respect to each Distribution Date, an amount equal to the product of (a) the
quotient of (i) the weighted average of the Net Mortgage Rates of the Mortgage
Loans in Pool 1 as of the first day of the related Collection Period, and (ii)
12 and (b) the Pool Balance for Pool 1 as of the first day of the related
Collection Period (excluding for purposes of clauses (a)(i) and (b) any Mortgage
Loans in Pool 1 for which any Principal Prepayments in full have been deposited
into the Collection Account and distributed therefrom in accordance with Section
5.02 during the month prior to such Distribution Date).
Pool
2:
The
aggregate of the Mortgage Loans identified on the Mortgage Loan Schedule as
being included in Pool 2.
45
Pool
2
Maximum Interest Rate:
For the
Group 2 Senior Certificates, and for each Distribution Date on or before the
Distribution Date on which the Class Principal Amount of the Group 1 Senior
Certificates has been reduced to zero, an annual rate equal to (a) the product,
expressed as a percentage, of (1) the amount, if any, by which the weighted
average of the excess of the maximum “lifetime” Mortgage Rates, as specified in
the related Mortgage Notes for the Pool 2 Mortgage Loans exceeds the Servicing
Fee Rate and (2) a fraction, the numerator of which is 30 and the denominator
of
which is the actual number of days in the Accrual Period related to such
Distribution Date; plus
(b) the
product, expressed as a percentage, of (1) the sum of (x) the amount of any
Net
Swap Payment owed by the Swap Counterparty on the related Swap Payment Date
allocable to Pool 2 (based on the applicable Pool Percentage) and (y) any
Interest Rate Cap Amount owed by the Cap Counterparty on the related Interest
Rate Cap Payment Date allocable to Pool 2 (based on the applicable Pool
Percentage) divided by the Pool Balance for Pool 2 as of the first day of the
related Collection Period (not including for this purpose Mortgage Loans in
Pool 2 for which prepayments in full have been received and distributed in
the month prior to that Distribution Date) and (2) a fraction, the numerator
of
which is 360 and the denominator of which is the actual number of days in the
Accrual Period related to such Distribution Date; minus
(c) the
product, expressed as a percentage, of (1) a fraction, expressed as a
percentage, the numerator of which is the amount of any Net Swap Payment owed
to
the Swap Counterparty on the related Swap Payment Date allocable to Pool 2
(based on the applicable Pool Percentage) and the denominator of which is the
Pool Balance for Pool 2 as of the first day of the related Collection Period
(not including for this purpose Mortgage Loans in Pool 2 for which
prepayments in full have been received and distributed in the month prior to
that Distribution Date) and (2) a fraction, the numerator of which is 360 and
the denominator of which is the actual number of days in the Accrual Period
related to such Distribution Date.
Pool
2
Net Funds Cap:
With
respect to any Distribution Date and the Group 2 Senior Certificates, a per
annum rate equal to (a) a fraction, expressed as a percentage, the numerator
of
which is the product of (1) the excess, if any, of (i) the Pool 2 Optimal
Interest Remittance Amount for such date over (ii) any Net Swap Payment or
Swap
Termination Payment (not due to a Swap Counterparty Trigger Event) owed to
the
Swap Counterparty on the related Swap Payment Date allocable to Pool 2 (based
on
the applicable Pool Percentage) and (2) 12, and the denominator of which is
the
Pool Balance for Pool 2 as of the first day of the related Collection Period
(excluding for this purpose any Mortgage Loans in Pool 2 for which any Principal
Prepayments in full have been deposited into the Collection Account and
distributed therefrom in accordance with Section 5.02 during the month prior
to
such Distribution Date), multiplied by (b) a fraction, the numerator of which
is
30 and the denominator of which is the actual number of days in the Accrual
Period related to such Distribution Date.
Pool
2
Optimal Interest Remittance Amount:
With
respect to each Distribution Date, an amount equal to the product of (a) the
quotient of (i) the weighted average of the Net Mortgage Rates of the Mortgage
Loans in Pool 2 as of the first day of the related Collection Period, and (ii)
12 and (b) the Pool Balance for Pool 2 as of the first day of the related
Collection Period (excluding for purposes of clauses (a)(i) and (b) any Mortgage
Loans in Pool 2 for which any Principal Prepayments in full have been deposited
into the Collection Account and distributed therefrom in accordance with Section
5.02 during the month prior to such Distribution Date).
46
Pool
Balance:
With
respect to each Mortgage Pool, the aggregate of the Scheduled Principal Balances
of all Mortgage Loans in such Mortgage Pool at the date of
determination.
Pool
Percentage:
With
respect to each Mortgage Pool and any Distribution Date, the fraction, expressed
as a percentage, the numerator of which is the Pool Balance for such Mortgage
Pool for such date and the denominator of which is the Aggregate Pool Balance
for such date.
Pool
Subordinate Amount:
As to
each Mortgage Pool and any Distribution Date, the excess of the Pool Balance
for
such Mortgage Pool as of the first day of the immediately preceding Collection
Period over (i) the Class Principal Amount of the Group 1 Senior Certificates
(in the case of Pool 1) or (ii) the aggregate Class Principal Amounts of the
Group 2 Senior Certificates (in the case of Pool 2) immediately prior to the
related Distribution Date.
Prepayment
Interest Shortfall:
With
respect to any full or partial Principal Prepayment of a Mortgage Loan, the
excess, if any, of (i) one full month’s interest at the applicable Mortgage Rate
(as reduced by the Servicing Fee, in the case of Principal Prepayments in full)
on the outstanding principal balance of such Mortgage Loan immediately prior
to
such prepayment over (ii) the amount of interest actually received with respect
to such Mortgage Loan in connection with such Principal Prepayment.
Prepayment
Period:
(a)
With respect to any Distribution Date and any Principal Prepayment in part
in
respect of any Mortgage Loan, the calendar month immediately preceding the
month
in which such Distribution Date occurs and (b) with respect to any Distribution
Date and any Principal Prepayment in full in respect of any Mortgage Loan,
the
period from the fifteenth (15th)
day of
the preceding calendar month (or, the Cut-off Date in the case of the first
Prepayment Period) through the fourteenth (14th)
day of
the calendar month in which the Distribution Date occurs.
Prepayment
Premiums:
Any
prepayment fees and penalties to be paid by the Mortgagor on a Mortgage
Loan.
Primary
Mortgage Insurance Policy:
Not
applicable.
Prime
Rate:
The
prime rate of the United States money center commercial banks as published
in
The
Wall Street Journal.
Principal
Distribution Amount:
With
respect to each Mortgage Pool and any Distribution Date, an amount equal to
the
Principal Remittance Amount for such Mortgage Pool for such date minus
the
Aggregate Overcollateralization Release Amount, if any, allocable to such
Mortgage Pool, for such Distribution Date (based on the applicable Senior
Proportionate Percentage).
Principal
Prepayment:
Any
Mortgagor payment of principal (other than a Balloon Payment) or other recovery
of principal on a Mortgage Loan that is recognized as having been received
or
recovered in advance of its scheduled Due Date and applied to reduce the
principal balance of the Mortgage Loan in accordance with the terms of the
Mortgage Note or the Servicing Agreement.
47
Principal
Remittance Amount:
With
respect to each Mortgage Pool and any Distribution Date, (a) the sum of (i)
all
principal collected (other than Payaheads) or advanced in respect of Scheduled
Payments on the Mortgage Loans in such Mortgage Pool during the related
Collection Period whether by the Servicer, the Master Servicer or the Trustee
(solely in its capacity as successor Master Servicer) (less unreimbursed
Advances due to the Master Servicer, the Servicer or the Trustee with respect
to
the related Mortgage Loans, to the extent allocable to principal, and any
unreimbursed Servicing Advances not reimbursed by a reduction from the Interest
Remittance Amount), (ii) all Principal Prepayments in full or in part received
during the related Prepayment Period on the Mortgage Loans in such Mortgage
Pool, (iii) the outstanding principal balance of each Mortgage Loan (excluding
any FPD Premium) in such Mortgage Pool that was purchased from the Trust Fund
by
the Seller during the related Prepayment Period or the Master Servicer (in
the
case of certain Mortgage Loans 120 days or more delinquent) from such Mortgage
Pool, (iv) the portion of any Substitution Amount paid with respect to any
Deleted Mortgage Loan in such Mortgage Pool during the related Prepayment Period
allocable to principal and (v) all Net Liquidation Proceeds, Insurance Proceeds,
any Subsequent Recovery and other recoveries collected with respect to the
Mortgage Loans in such Mortgage Pool during the related Prepayment Period,
to
the extent allocable to principal, as reduced by (b) to the extent not
reimbursed from amounts otherwise allocable to interest, the related Pool
Percentage for such date of any other costs, expenses or liabilities
reimbursable to the Trustee, the Master Servicer, the Custodian and the Servicer
to the extent provided in this Agreement, the Servicing Agreement and the
Custodial Agreement and, with respect to the Trustee, to the extent the Interest
Remittance Amount is less than amounts reimbursable to the Trustee pursuant
to
Section 4.04(b)(i), the product of (x) the applicable Pool Percentage for such
Distribution Date and (y) any amounts reimbursable during the related
Anniversary Year to the Trustee therefrom and not reimbursed from the Interest
Remittance Amount, or otherwise; provided,
however,
that
such reimbursable amounts from the Interest Remittance Amount and Principal
Remittance Amount may not exceed $200,000 in the aggregate during any
Anniversary Year. In the event that the Trustee incurs reimbursable amounts
in
excess of $200,000, it may seek reimbursement for such amounts in subsequent
Anniversary Years, but in no event shall more than $200,000 be reimbursed to
the
Trustee per Anniversary Year. Notwithstanding the foregoing, costs and expenses
incurred by the Trustee pursuant to Section 6.14(a) in connection with any
transfer of servicing shall be excluded from the $200,000 per Anniversary Year
limit on reimbursable amounts. For the avoidance of doubt, (i) the Principal
Remittance Amount available on each Swap Payment Date for distributions to
the
Swap Account shall be equal to the Principal Remittance Amount on the related
Distribution Date and (ii) the Principal Remittance Amount for each Distribution
Date shall be calculated without regard to any distributions to the Swap Account
on the related Swap Payment Date.
Private
Placement Memorandum:
The
private placement memorandum dated June 27, 2007, relating to the Class B1
and Class B2 Certificates.
Proceeding:
Any
suit in equity, action at law or other judicial or administrative
proceeding.
Proprietary
Lease:
With
respect to any Cooperative Unit, a lease or occupancy agreement between a
Cooperative Corporation and a holder of related Cooperative Shares.
48
Prospectus:
The
prospectus supplement dated June 27, 2007, together with the accompanying
prospectus dated May 22, 2007, relating to the Offered
Certificates.
Purchase
Price:
With
respect to the purchase of a Mortgage Loan or related REO Property pursuant
to
this Agreement, an amount equal to the sum of (a) 100% of the unpaid principal
balance of such Mortgage Loan; (b) accrued interest thereon at the applicable
Mortgage Rate, from the date as to which interest was last paid to (but not
including) the Due Date in the Collection Period immediately preceding the
related Distribution Date; (c) the amount of any costs and damages incurred
by
the Trust Fund as a result of any violation of any applicable federal, state
or
local predatory- or abusive-lending law arising from or in connection with
the
origination of such Mortgage Loan; and (d) any unreimbursed Servicing Advances
with respect to such Mortgage Loan. The Master Servicer, the Servicer, the
Custodian (or the Trustee, if applicable) shall be reimbursed from the Purchase
Price for any Mortgage Loan or related REO Property for any Advances made or
other amounts advanced with respect to such Mortgage Loan or related REO
Property that are reimbursable to the Master Servicer or the Servicer under
this
Agreement or the Servicing Agreement (or to the Trustee, if applicable),
together with any accrued and unpaid compensation due to the Master Servicer,
the Servicer, the Custodian or the Trustee hereunder or thereunder.
Purchaser
Call Option Notice:
As
defined in Section 7.01(d).
QIB:
As
defined in Section 3.03(c).
Qualified
GIC:
A
guaranteed investment contract or surety bond providing for the investment
of
funds in the Collection Account or the Certificate Account and insuring a
minimum, fixed or floating rate of return on investments of such funds, which
contract or surety bond shall:
(i)
be
an
obligation of an insurance company or other corporation whose long-term debt
is
rated by each Rating Agency in one of its two highest rating categories or,
if
such insurance company has no long-term debt, whose claims paying ability is
rated by each Rating Agency in one of its two highest rating categories, and
whose short-term debt is rated by each Rating Agency in its highest rating
category;
(ii)
provide
that the Trustee or Master Servicer, as applicable, may exercise all of the
rights under such contract or surety bond without the necessity of taking any
action by any other Person;
(iii)
provide
that if at any time the then current credit standing of the obligor under such
guaranteed investment contract is such that continued investment pursuant to
such contract of funds would result in a downgrading of any rating of the
Certificates or the NIM Securities, the Trustee or Master Servicer, as
applicable, shall terminate such contract without penalty and be entitled to
the
return of all funds previously invested thereunder, together with accrued
interest thereon at the interest rate provided under such contract to the date
of delivery of such funds to the Trustee;
(iv)
provide
that the Trustee’s interest therein shall be transferable to any successor
trustee hereunder; and
49
(v)
provide
that the funds reinvested thereunder and accrued interest thereon be returnable
to the Collection Account or the Certificate Account, as the case may be, not
later than the Business Day prior to any Distribution Date.
Qualified
Insurer:
An
insurance company duly qualified as such under the laws of the states in which
the related Mortgaged Properties are located, duly authorized and licensed
in
such states to transact the applicable insurance business and to write the
insurance provided and whose claims paying ability is rated by each Rating
Agency in its highest rating category or whose selection as an insurer will
not
adversely affect the ratings of the Certificates.
Qualifying
Substitute Mortgage Loan:
In the
case of a Mortgage Loan substituted for a Deleted Mortgage Loan pursuant to
the
terms of this Agreement, a Mortgage Loan that, on the date of such substitution,
(i) has an outstanding Scheduled Principal Balance (or in the case of a
substitution of more than one mortgage loan for a Deleted Mortgage Loan, an
aggregate Scheduled Principal Balance), after application of all Scheduled
Payments due during or prior to the month of substitution, not in excess of,
and
not more than 5% less than, the outstanding Scheduled Principal Balance of
the
Deleted Mortgage Loan as of the Due Date in the calendar month during which
the
substitution occurs, (ii) has a Mortgage Rate not less than the Mortgage Rate
on
the Deleted Mortgage Loan, (iii) if applicable, has a maximum Mortgage Rate
not
less than the maximum Mortgage Rate on the Deleted Mortgage Loan, (iv) if
applicable, has a minimum Mortgage Rate not less than the minimum Mortgage
Rate
of the Deleted Mortgage Loan, (v) if applicable, has a gross margin equal to
or
greater than the gross margin of the Deleted Mortgage Loan, (vi) is not a
Cooperative Loan unless the related Deleted Mortgage Loan was a Cooperative
Loan, (vii) if applicable, has a next adjustment date not later than the next
adjustment date on the Deleted Mortgage Loan, (viii) has the same Due Date
as
the Deleted Mortgage Loan, (ix) has a remaining stated term to maturity not
more
than 18 months longer and not more than 18 months shorter than the remaining
stated term to maturity of the related Deleted Mortgage Loan; provided,
that
in
no case should such substitute Mortgage Loan have a maturity date later than
the
Final Scheduled Distribution Date; (x) is current as of the date of
substitution, (xi) has a Loan-to-Value Ratio as of the date of substitution
equal to or lower than the Loan-to-Value Ratio of the Deleted Mortgage Loan
as
of such date, (xii) has been underwritten by the Transferor in accordance with
the same underwriting criteria and guidelines as the Deleted Mortgage Loan,
(xiii) has a risk grading determined by the Seller at least equal to the risk
grading assigned on the Deleted Mortgage Loan, (xiv) is secured by the same
property type as the Deleted Mortgage Loan, (xv) conforms to each representation
and warranty applicable to the Deleted Mortgage Loan made in the related
Mortgage Loan Sale Agreement, (xvi) has the same or higher lien position as
the
Deleted Mortgage Loan, (xvii) [reserved], (xviii) if applicable, contains
provisions covering the payment of Prepayment Premium by the Mortgagor for
early
prepayment of the Mortgage Loan at least as favorable as the Deleted Mortgage
Loan and (xix) for any Mortgage Loan to be substituted into Pool 1, has an
original Scheduled Principal Balance within the maximum dollar amount
limitations prescribed by Xxxxxx Xxx for conforming one-to-four family first
lien residential mortgaged properties. In the event that one or more mortgage
loans are substituted for one or more Deleted Mortgage Loans, the amounts
described in clause (i) hereof shall be determined on the basis of aggregate
Scheduled Principal Balances, the Mortgage Rates described in clause (ii) hereof
shall be determined on the basis of weighted average Mortgage Rates, the risk
gradings described in clause (xiii) hereof shall be satisfied as to each such
mortgage loan, the terms described in clause (ix) hereof shall be determined
on
the basis of weighted average remaining term to maturity; provided,
that
the
stated maturity date of any Qualifying Substitute Mortgage Loan shall not be
later than the Final Scheduled Distribution Date, the Loan-to-Value Ratios
described in clause (xi) hereof shall be satisfied as to each such mortgage
loan
and, except to the extent otherwise provided in this sentence, the
representations and warranties described in clause (xv) hereof must be satisfied
as to each Qualifying Substitute Mortgage Loan or in the aggregate, as the
case
may be.
50
Rating
Agency:
Each of
Xxxxx’x and S&P.
Realized
Loss:
With
respect to each Liquidated Mortgage Loan, an amount equal to (i) the unpaid
principal balance of such Mortgage Loan as of the date of liquidation,
minus
(ii)
Liquidation Proceeds received, to the extent allocable to principal, net of
amounts that are reimbursable therefrom to the Master Servicer or the Servicer
with respect to such Mortgage Loan (other than Advances of principal) including
expenses of liquidation. In determining whether a Realized Loss is a Realized
Loss of principal, Liquidation Proceeds shall be allocated, first, to payment
of
expenses related to such Liquidated Mortgage Loan, then to accrued unpaid
interest and finally to reduce the principal balance of the Mortgage
Loan.
Recognition
Agreement:
With
respect to any Cooperative Loan, an agreement between the related Cooperative
Corporation and the originator of such Mortgage Loan to establish the rights
of
such originator in the related Cooperative Property.
Record
Date:
With
respect to any Class of Book-Entry Certificates and any Distribution Date,
the
close of business on the Business Day immediately preceding such Distribution
Date. With respect to any Class of Definitive Certificates and any Distribution
Date, the last Business Day of the month immediately preceding the month in
which the Distribution Date occurs (or, in the case of the first Distribution
Date, the Closing Date).
Regular
Interests Purchase Option:
As
defined in Section 7.01(c).
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.
Regulation
S:
Regulation S promulgated under the Securities Act or any successor provision
thereto, in each case as the same may be amended from time to time; and all
references to any rule, section or subsection of, or definition or term
contained in, Regulation S means such rule, section, subsection, definition
or
term, as the case may be, or any successor thereto, in each case as the same
may
be amended from time to time.
Regulation
S Global Security:
The
meaning specified in Section 3.01(d).
Related
Senior Principal Distribution Amount:
For
each Mortgage Pool and any Distribution Date on or after the Stepdown Date
and
for as long as a Trigger Event is not in effect, an amount equal to the lesser
of (x) the sum of the Class Principal Amounts of the Group 1 Senior Certificates
(with respect to Pool 1) or the sum of the Class Principal Amounts of the Group
2 Senior Certificates (with respect to Pool 2) immediately prior to such date
and (y) the product of (a) the Senior Principal Distribution Amount and (b)
the
related Senior Proportionate Percentage, in each case for such
date.
51
Related
Senior Priority:
With
respect to each of the Group 1 Senior Certificates and the Group 2 Senior
Certificates, the priority of distribution on the Senior Certificates relating
to such Groups as described in Sections 5.02(e)(i)(A)(3) and 5.02(e)(i)(B)(3),
respectively.
Relevant
Servicing Criteria:
The
Servicing Criteria applicable to each party, as set forth on Exhibit S attached
hereto. Multiple parties can have responsibility for the same Relevant Servicing
Criteria. With respect to a Servicing Function Participant engaged by the Master
Servicer, the Paying Agent, the Trustee, the Credit Risk Manager, the Custodian
or the Servicer, the term “Relevant Servicing Criteria” may refer to a portion
of the Relevant Servicing Criteria applicable to such parties.
Relief
Act Reduction:
With
respect to any Mortgage Loan as to which there has been a reduction in the
amount of interest collectible thereon as a result of application of the Civil
Relief Act, any amount by which interest collectible on such Mortgage Loan
for
the Due Date in the related Collection Period is less than interest accrued
thereon for the applicable one-month period at the Mortgage Rate without giving
effect to such reduction.
REMIC:
Each
pool of assets in the Trust Fund designated as a REMIC pursuant to the
Preliminary Statement.
REMIC
1:
As
described in the Preliminary Statement.
REMIC
2:
As
described in the Preliminary Statement.
REMIC
3:
As
described in the Preliminary Statement.
REMIC
3 Net Funds Cap:
For any
Distribution Date (and the related Accrual Period) and any Class of
Certificates, an amount equal to (i) the weighted average of the interest rates
on the Lower Tier Interests in REMIC 3 (other than an interest-only regular
interest), weighted in proportion to their Class Principal Amounts as of the
beginning of the related Accrual Period, multiplied by (ii) an amount equal
to
(a) 30, divided by (b) the actual number of days in the Accrual
Period.
REMIC
4:
As
described in the Preliminary Statement.
REMIC
Provisions:
The
provisions of the federal income tax law relating to real estate mortgage
investment conduits, which appear at sections 860A through 860G of Subchapter
M
of Chapter 1 of the Code, and related provisions, and regulations, including
proposed regulations and rulings, and administrative pronouncements promulgated
thereunder, as the foregoing may be in effect from time to time.
REMIC
Swap Rate:
For
each Distribution Date (and the related Accrual Period), a per annum rate equal
to the product of: (i) the “Rate of Payment (%)” under the Swap Agreement for
such Distribution Date, as set forth in Annex C-1 to the Prospectus Supplement,
(ii) 2, and (iii) the quotient of (a) the actual number of days in the related
Accrual Period divided by (b) 30.
52
REO
Property:
A
Mortgaged Property acquired by the Trust Fund through foreclosure or
deed-in-lieu of foreclosure in connection with a defaulted Mortgage Loan or
otherwise treated as having been acquired pursuant to the REMIC
Provisions.
Reportable
Event:
As
defined in Section 6.20(f)(i).
Reporting
Servicer:
As
defined in Section 6.20(e)(i).
Required
Reserve Fund Deposit:
With
respect to any Distribution Date on which the Net Excess Spread is less than
0.25%, the amount, if any by which (a) the product of 1.00% and the Aggregate
Pool Balance for such date exceeds (b) the amount on deposit in the Basis Risk
Reserve Fund immediately prior to such date. With respect to any Distribution
Date on which the Net Excess Spread is equal to or greater than 0.25%, the
amount, if any, by which (i) $1,000 exceeds the amount on deposit in the Basis
Risk Reserve Fund immediately prior to such date; provided,
however,
that on
any Distribution Date on which the Class Principal Amount of each Class of
Offered Certificates, the Class B1 Certificates and the Class B2 Certificates
has been reduced to zero, the Required Reserve Fund Deposit shall be
zero.
Residual
Certificate:
Any
Class R or Class LT-R Certificate.
Responsible
Officer or responsible officer:
When
used with respect to the Trustee (including in its capacity as Paying Agent),
any vice president, assistant vice president, the secretary, any assistant
secretary, or any officer, working in its Corporate Trust Office, or corporate
trust group, as applicable, and having responsibility for the administration
of
this Agreement, and any other officer to whom a matter arising under this
Agreement may be referred.
Restricted
Certificate:
Any
Class B1, Class B2, Class P, Class X, Class R or Class LT-R
Certificate.
Restricted
Global Security:
As
defined in Section 3.01(c).
Rolling
Three Month Delinquency Rate:
With
respect to any Distribution Date, the fraction, expressed as a percentage,
equal
to the average of the Delinquency Rates for each of the three (or one and two,
in the case of the first and second Distribution Dates, respectively)
immediately preceding calendar months.
Rules:
As
defined in Section 6.20(c).
S&P:
Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies,
Inc., or any successor in interest.
Xxxxxxxx-Xxxxx
Act:
The
Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the Commission
promulgated thereunder (including any interpretations thereof by the
Commission’s staff).
53
Xxxxxxxx-Xxxxx
Certification:
A
written certification covering the activities of all Servicing Function
Participants and signed by an officer of the Exchange Act Signing Party that
complies with Section 302 of the Xxxxxxxx-Xxxxx Act, as amended from time to
time.
Scheduled
Payment:
Each
scheduled payment of principal and interest (or of interest only, if applicable)
to be paid by the Mortgagor on a Mortgage Loan, as reduced (except where
otherwise specified herein) by the amount of any related Debt Service Reduction
(excluding all amounts of principal and interest that were due on or before
the
Cut-off Date, whenever received) and, in the case of an REO Property, an amount
equivalent to the Scheduled Payment that would have been due on the related
Mortgage Loan if such Mortgage Loan had remained in existence.
Scheduled
Principal Balance:
With
respect to (i) any Mortgage Loan (other than a Simple Interest Mortgage Loan)
as
of any Distribution Date, the principal balance of such Mortgage Loan at the
close of business on the Cut-off Date after giving effect to principal payments
due on or before the Cut-off Date, whether or not received, less an amount
equal
to principal payments due after the Cut-off Date, and on or before the Due
Date
in the related Collection Period, whether or not received from the Mortgagor
or
advanced by the Servicer or the Master Servicer, and all amounts allocable
to
unscheduled principal payments (including Principal Prepayments, Liquidation
Proceeds, Insurance Proceeds and condemnation proceeds, in each case to the
extent identified and applied prior to or during the related Prepayment Period)
and (ii) any REO Property as of any Distribution Date, the Scheduled Principal
Balance of the related Mortgage Loan on the Due Date immediately preceding
the
date of acquisition of such REO Property by or on behalf of the Trustee (reduced
by any amount applied as a reduction of principal on the Mortgage Loan). With
respect to any Mortgage Loan as of the Cut-off Date, the principal balance
of
such Mortgage Loan as specified in the Mortgage Loan Schedule. The Scheduled
Principal Balance of any Liquidated Mortgage Loan shall be zero. In the case
of
a Simple Interest Mortgage Loan, references herein to such Mortgage Loan’s
Scheduled Principal Balance shall mean its actual unpaid principal balance.
The
actual unpaid principal balance of a Simple Interest Mortgage Loan with respect
to any Distribution Date shall be determined by subtracting from such Mortgage
Loan’s unpaid principal balance as of the end of the preceding Collection Period
the amount of the borrower’s fixed monthly payment for the related Collection
Period that is not allocated to the payment of interest applying the Simple
Interest Method.
Section
7.01(c) Purchase Event:
The
purchase of all the Lower Tier REMIC 1 Uncertificated Regular
Interests.
Securities
Act:
The
Securities Act of 1933, as amended.
Security
Agreement:
With
respect to any Cooperative Loan, the agreement between the owner of the related
Cooperative Shares and the originator of the related Mortgage Note that defines
the terms of the security interest in such Cooperative Shares and the related
Proprietary Lease.
Seller:
Xxxxxx
Brothers Holdings Inc., or any successor in interest.
54
Seller
Remittance Amount:
With
respect to the Servicer, the meaning assigned to such term in the Servicing
Agreement.
Senior
Certificate:
Any
Class A1, Class A2, Class A3, Class A4 or Class A5 Certificate.
Senior
Enhancement Percentage:
With
respect to any Distribution Date, the fraction, expressed as a percentage,
the
numerator of which is the sum of the aggregate Class Principal Amount of the
Subordinate Certificates and the Overcollateralization Amount (which amount,
for
purposes of this definition only, shall not be less than zero and assuming
for
purposes of this definition that the Principal Distribution Amount has been
distributed on such Distribution Date and no Trigger Event has occurred) and
the
denominator of which is the Aggregate Pool Balance for such Distribution Date,
in each case after giving effect to distributions on such Distribution
Date.
Senior
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Stepdown Date and as long
as a
Trigger Event is not in effect with respect to such Distribution Date, the
lesser of (x) the aggregate Principal Distribution Amount for both Mortgage
Pools and (y) the amount, if any by which (A) the aggregate Class Principal
Amount of the Senior Certificates immediately prior to such Distribution Date
exceeds (B) the Senior Target Amount.
Senior
Proportionate Percentage:
With
respect to Pool 1 and any Distribution Date, the fraction, expressed as a
percentage, the numerator of which is the Principal Remittance Amount for Pool
1
for such Distribution Date and the denominator of which is the aggregate of
the
Principal Remittance Amounts for Pool 1 and Pool 2 for such Distribution Date.
With respect to Pool 2 and any Distribution Date, the fraction, expressed as
a
percentage, the numerator of which is the Principal Remittance Amount for Pool
2
for such Distribution Date and the denominator of which is the aggregate of
the
Principal Remittance Amounts for Pool 1 and Pool 2 for such Distribution Date.
Senior
Target Amount:
With
respect to any Distribution Date, an amount equal to the lesser of (a) the
product of (i) 54.10% and (ii) the Aggregate Pool Balance for such Distribution
Date determined as of the last day of the related Collection Period (after
giving effect to any prepayments received during the related Prepayment Period)
and (b) the amount, if any, by which (i) the Aggregate Pool Balance for such
Distribution Date determined as of the last day of the related Collection Period
(after giving effect to any prepayments received during the related Prepayment
Period) exceeds (ii) the Overcollateralization Floor.
Servicer:
As of
the Closing Date, JPMorgan Chase Bank, National Association, or any successors
in interest.
Servicer
Remittance Date:
The day
in each calendar month on which the Servicer is required to remit payments
to
the Collection Account, as specified in the Servicing Agreement, which is the
18th
day of
each calendar month (or, if such 18th
day is
not a Business Day, the next succeeding Business Day).
Service(s)(ing):
In
accordance with Regulation AB, the act of managing or collecting payments on
the
Mortgage Loans or any other assets of the Trust Fund by an entity that meets
the
definition of “servicer” set forth in Item 1101 of Regulation AB. For
clarification purposes, any uncapitalized occurrence of this term shall have
the
meaning commonly understood by participants in the residential mortgage-backed
securitization market.
55
Servicing
Advances:
All
customary, reasonable and necessary “out of pocket” costs and expenses other
than Advances (including reasonable attorneys’ fees and disbursements) incurred
in the performance by the Servicer of its servicing obligations, including,
but
not limited to, the cost of (a) the preservation, inspection, restoration and
protection of the Mortgaged Property, (b) any enforcement or administrative
or
judicial proceedings, including foreclosures, (c) the management and liquidation
of the Mortgaged Property if the Mortgaged Property is acquired in satisfaction
of the Mortgage, (d) taxes, assessments, water rates, sewer rents and other
charges which are or may become a lien upon the Mortgaged Property, and fire
and
hazard insurance coverage and (e) any losses sustained by the Servicer with
respect to the liquidation of the Mortgaged Property.
Servicing
Agreement:
The
securitization servicing agreement, dated as of June 1, 2007, among the
Seller, the Master Servicer and the Servicer, and any other servicing agreement
entered into between a successor servicer, the Master Servicer and the Seller
pursuant to the terms of this Agreement.
Servicing
Criteria:
The
criteria set forth in paragraph (d) of Item 1122 of Regulation AB, as such
may
be amended from time to time.
Servicing
Fee:
As to
any Distribution Date and each Mortgage Loan, an amount equal to the product
of
(a) one-twelfth of the Servicing Fee Rate and (b) the Scheduled Principal
Balance of such Mortgage Loan as of the first day of the related Collection
Period.
Servicing
Fee Rate:
With
respect to each Mortgage Loan, the rate specified in the Servicing
Agreement.
Servicing
Function Participant:
Any
Subservicer, Subcontractor or any other Person, other than the Servicer, the
Custodian, the Master Servicer, the Paying Agent and the Trustee, that is
participating in the servicing function within the meaning of Regulation AB,
unless such Person’s activities relate only to 5% or less of the Mortgage
Loans.
Servicing
Officer:
Any
officer of the Servicer involved in or responsible for, the administration
and
servicing of the Mortgage Loans whose name appears on a list of servicing
officers furnished by the Servicer to the Master Servicer or Seller upon
request, as such list may from time to time be amended.
Simple
Interest Method:
With
respect to a Simple Interest Mortgage Loan, the method of allocating a payment
to principal and interest, pursuant to which the portion of such payment that
is
allocated to interest is equal to the product of the applicable rate of interest
multiplied by the unpaid principal balance multiplied by the period of time
elapsed since the preceding payment of interest was made and divided by either
360 or 365, as specified in the related Mortgage Note and the remainder of
such
payment is allocated to principal.
56
Simple
Interest Mortgage Loan:
Any
Mortgage Loan specified as a “DSI Loan” in the Mortgage Loan Schedule attached
hereto as Schedule A. As of the Closing Date, there are no Simple Interest
Mortgage Loans included in the Trust Fund.
Sponsor:
Xxxxxx
Brothers Holdings Inc., or any successor in interest.
Startup
Day:
The day
designated as such pursuant to Section 10.01(b) hereof.
Stepdown
Date:
The
earlier of (i) the first Distribution Date following the Distribution Date
on
which the Class Principal Amounts of the Senior Certificates have each been
reduced to zero or (ii) the later to occur of (x) the Distribution Date in
July
2010 and (y) the first Distribution Date on which the Senior Enhancement
Percentage (calculated for this purpose after giving effect to payments or
other
recoveries in respect of the Mortgage Loans during the related Collection Period
but before giving effect to distributions on the Certificates on such
Distribution Date) is greater than or equal to 45.90%.
Subcontractor:
Any
vendor, subcontractor or other Person that is not responsible for the overall
servicing (as “servicing” is commonly understood by participants in the
mortgage-backed securities market) of the Mortgage Loans but performs one or
more discrete functions identified in Item 1122(d) of Regulation AB with respect
to the Mortgage Loans under the direction or authority of the Paying Agent,
the
Trustee, the Master Servicer, the Custodian, the Servicer or the Credit Risk
Manager.
Subordinate
Certificate:
Any
Class M Certificate or Class B Certificate.
Subordinate
Maximum Interest Rate:
For (i)
the Subordinate Certificates; (ii) the Group 1 Senior Certificates, with respect
to each Distribution Date after the Distribution Date on which the aggregate
Class Principal Amount of the Group 2 Senior Certificates has been reduced
to
zero; and (iii) the Group 2 Senior Certificates, with respect to each
Distribution Date after the Distribution Date on which the Class Principal
Amount of the Group 1 Senior Certificates has been reduced to zero; the weighted
average of the Pool 1 Maximum Interest Rate and the Pool 2 Maximum Interest
Rate
for such Distribution Date, weighted on the basis of (i) in the case of any
Distribution Date on or before the date on which the aggregate Class Principal
Amount of the Senior Certificates relating to any Mortgage Pool has been reduced
to zero, the Pool Subordinate Amount and (ii) for any Distribution Date
thereafter, such weighting shall be on the basis of the Pool Balance of each
Mortgage Pool.
Subordinate
Net Funds Cap:
With
respect to any Distribution Date, an amount equal to the weighted average of
the
Pool 1 Net Funds Cap and the Pool 2 Net Funds Cap, weighted on the basis of
the
Pool Subordinate Amount for each Mortgage Pool; provided,
however,
that on
any Distribution Date after which the aggregate Class Principal Amount of the
Senior Certificates relating to any Mortgage Pool has been reduced to zero,
such
weighting shall be on the basis of the Pool Balance of each Mortgage
Pool.
Subordinate
Priority:
To the
Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class M7, Class
M8,
Class M9, Class B1 and Class B2 Certificates, sequentially, in that
order.
57
Subsequent
Recovery:
Any
amount recovered by the Servicer or the Master Servicer with respect to a
Liquidated Mortgage Loan with respect to which a Realized Loss was incurred
after the liquidation or disposition of such Mortgage Loan.
Subservicer:
Any
Person that (i) is considered to be a Servicing Function Participant, (ii)
services Mortgage Loans on behalf of the Servicer or Additional Servicer, and
(iii) is responsible for the performance (whether directly or through
subservicers or Subcontractors) of Servicing functions required to be performed
under this Agreement, the Servicing Agreement or any subservicing agreement
that
are identified in Item 1122(d) of Regulation AB.
Substitution
Amount:
The
amount, if any, by which the Scheduled Principal Balance of a Deleted Mortgage
Loan exceeds the Scheduled Principal Balance of the related Qualifying
Substitute Mortgage Loan, or aggregate Scheduled Principal Balance, if
applicable, plus
unpaid
interest thereon, any related unpaid Advances or Servicing Advances or unpaid
Servicing Fees and the amount of any costs and damages incurred by the Trust
Fund associated with a violation of any applicable federal, state or local
predatory or abusive lending law in connection with the origination of such
Deleted Mortgage Loan.
Supplemental
Interest Trust:
The
corpus of a trust created pursuant to Section 5.07 of this Agreement and
designated as the “Supplemental Interest Trust,” consisting of the Swap
Agreement, the Swap Account, the Interest Rate Cap Agreement, the Interest
Rate
Cap Account, the Collateral Account, the right to receive the Class X
Distributable Amount as provided in Section 5.02(f)(vi), the Class LT4-I
interest in REMIC 4 and the right to receive Class I Shortfalls.
Swap
Account:
The
account created pursuant to Section 5.07(a) of this Agreement.
Swap
Agreement:
The
interest rate swap agreement entered into by the Trustee on behalf of the
Supplemental Interest Trust and the Swap Counterparty, which agreement provides
for, among other things, a Net Swap Payment to be paid pursuant to the
conditions provided therein, together with any schedules, confirmations, credit
support annex or other agreements relating thereto, attached hereto as Exhibit
O.
Swap
Amount:
With
respect to each Distribution Date and the related Swap Payment Date, the sum
of
any Net Swap Payment and any Swap Termination Payment deposited into the Swap
Account and any investment earnings thereon.
Swap
Counterparty:
The
counterparty to the Supplemental Interest Trust under the Swap Agreement, and
any successor in interest or assigns. Initially, the Swap Counterparty shall
be
Swiss Re Financial Products Corporation.
Swap
Counterparty Trigger Event:
A Swap
Counterparty Trigger Event shall have occurred if any of a Swap Default with
respect to which the Swap Counterparty is a Defaulting Party, a Termination
Event (other than an Illegality or Tax Event, as such terms are defined in
the
Swap Agreement) with respect to which the Swap Counterparty is the sole Affected
Party or an Additional Termination Event with respect to which the Swap
Counterparty is the sole Affected Party has occurred.
58
Swap
Default:
Any of
the circumstances constituting an “Event of Default” under the Swap
Agreement.
Swap
LIBOR:
With
respect to any Distribution Date and the related Swap Payment Date (and the
Accrual Period relating to such Distribution Date), the product of (i) the
Floating Rate Option (as defined in the Swap Agreement) for the related Swap
Payment Date, (ii) two, and (iii) the quotient of (a) the actual number of
days
in the Accrual Period for the LIBOR Certificates and (b) 30, as calculated
by
the Swap Counterparty and furnished to the Trustee.
Swap
Payment Date:
For so
long as the Swap Agreement is in effect or any amounts remain unpaid thereunder,
the Business Day immediately preceding each Distribution Date.
Swap
Replacement Receipts:
As
defined in Section 5.09(a).
Swap
Replacement Receipts Account:
As
defined in Section 5.09(a).
Swap
Termination Payment:
Upon
the designation of an “Early Termination Date” as defined in the Swap Agreement,
the payment required to be made by the Supplemental Interest Trust to the Swap
Counterparty, or by the Swap Counterparty to the Supplemental Interest Trust,
as
applicable, pursuant to the terms of the Swap Agreement, and any unpaid amounts
due on previous Swap Payment Dates and accrued interest thereon as provided
in
the Swap Agreement, as calculated by the Swap Counterparty and furnished to
the
Trustee.
Swap
Termination Receipts:
As
defined in Section 5.09(a).
Swap
Termination Receipts Account:
As
defined in Section 5.09(a).
Target
Amount:
With
respect to any Distribution Date, an amount equal to the Aggregate Pool Balance
for such Distribution Date minus
the
Targeted Overcollateralization Amount for such Distribution Date.
Targeted
Overcollateralization Amount:
For any
Distribution Date prior to the Stepdown Date, an amount equal to $16,698,115.48
(or approximately 2.15% of the Cut-off Date Balance). For any Distribution
Date
on or after the Stepdown Date and provided a Trigger Event is not in effect,
an
amount equal to the greater of (i) the lesser of (a) $16,698,115.48 (or
approximately 2.15% of the Cut-off Date Balance) and (b) 4.30% of the Aggregate
Pool Balance for such Distribution Date determined as of the last day of the
related Collection Period (after giving effect to any prepayments received
during the related Prepayment Period) and (ii) the Overcollateralization Floor.
With respect to any Distribution Date on or after the Stepdown Date and provided
a Trigger Event is in effect, an amount equal to the Targeted
Overcollateralization Amount for the immediately preceding Distribution
Date.
Tax
Matters Person:
The
“tax matters person” as specified in the REMIC Provisions.
Termination
Event:
As
defined in the Swap Agreement and the Interest Rate Cap Agreement, as
applicable.
Termination
Price:
As
defined in Section 7.01.
59
Title
Insurance Policy:
A title
insurance policy maintained with respect to a Mortgage Loan.
Total
Distribution Amount:
With
respect to any Distribution Date, the sum of (i) the aggregate of the Interest
Remittance Amounts for such date; (ii) the aggregate of the Principal Remittance
Amounts for such date; and (iii) all Prepayment Premiums collected during the
related Prepayment Period.
Transfer
Agreement:
Not
applicable.
Transferor:
BNC
Mortgage LLC.
Trigger
Event:
A
Trigger Event shall have occurred with respect to any Distribution Date if
either a Delinquency Event or a Cumulative Loss Trigger Event is in effect
for
such Distribution Date.
Trust
Fund:
The
corpus of the BNC Mortgage Loan Trust 2007-3 created pursuant to this Agreement,
consisting of the Mortgage Loans, the assignment of the Depositor’s rights under
the Transfer Agreement, the Mortgage Loan Sale Agreement and the Servicing
Agreement, such amounts as shall from time to time be held in the Collection
Account, the Certificate Account, any Custodial Account and any Escrow Account,
the Swap Termination Receipts Account, the Swap Replacement Receipts Account,
the Cap Termination Receipts Account, the Cap Replacement Receipts Account,
the
Basis Risk Reserve Fund, the Insurance Policies, any REO Property and the other
items referred to in, and conveyed to the Trustee under, Section
2.01(a).
Trust
Fund Termination Event:
As
defined in Section 7.01(a).
Trustee:
Citibank, N.A., not in its individual capacity but solely as trustee for the
benefit of the Certificateholders under this Agreement or solely in its capacity
as trustee of the Supplemental Interest Trust, as applicable, or any successor
in interest, or if any successor trustee shall be appointed as herein provided,
then such successor in interest or successor trustee, as the case may
be.
Trustee
Fee:
As to
any Distribution Date, any investment earnings from amounts on deposit in the
Certificate Account after payment of one day of investment earnings on amounts
on deposit in the Certificate Account to the Master Servicer for the Master
Servicer Investment Period and payment of the fees and expenses payable to
the
Custodian from such amounts, as provided in Section 4.04(c).
UCC
or
Uniform Commercial Code:
The
Uniform Commercial Code as in effect in any applicable jurisdiction from time
to
time.
Underwriter:
Xxxxxx
Brothers Inc.
Underwriter’s
Exemption:
Prohibited Transaction Exemption 2007-5 (72 Fed. Reg. 13130, March 20, 2007),
as
amended (or any successor thereto), or any substantially similar administrative
exemption granted by the U.S. Department of Labor.
60
Unpaid
Basis Risk Shortfall:
With
respect to any Distribution Date and any LIBOR Certificate, the aggregate of
all
Basis Risk Shortfalls with respect to such Certificate remaining unpaid from
previous Distribution Dates, plus interest accrued thereon for the related
Accrual Period at the applicable Certificate Interest Rate (calculated without
giving effect to the applicable Net Funds Cap) but limited to a rate no greater
than the applicable Maximum Interest Rate.
Upper
Tier REMIC:
REMIC
4.
Voting
Interests:
The
portion of the voting rights of all the Certificates that is allocated to any
Certificate for purposes of the voting provisions of this Agreement. At all
times during the term of this Agreement, 97.00% of all Voting Interests shall
be
allocated to the LIBOR Certificates. Voting Interests shall be allocated among
the Classes of LIBOR Certificates based on the product of (i) 97.00% and (ii)
the fraction, expressed as a percentage, the numerator of which is the aggregate
Class Principal Amount of all Certificates of that Class then outstanding and
the denominator of which is the Aggregate Pool Balance then outstanding. At
all
times during the term of this Agreement, 1% of all Voting Interests shall be
allocated to each of the Class P, Class R and Class X Certificates while they
remain outstanding. Voting Interests shall be allocated among the other Classes
of Certificates (and among the Certificates within each such Class) in
proportion to their Class Principal Amounts (or Certificate Principal Amounts)
or Percentage Interests. In the case of the purchase by the Master Servicer
of
the Lower Tier REMIC 1 Uncertificated Regular Interests pursuant to a Section
7.01(c) Purchase Event, the LTURI-holder shall be allocated 100% of the Voting
Interests and upon such purchase any provision in this Agreement which requires
a vote by, a direction or notice given by, an action taken by, a request in
writing by or the consent of, any percentage of the Holders of the Certificates
or any Class of Certificates may be exercised by the LTURI-holder.
Section
1.02
|
Calculations
Respecting Mortgage Loans.
|
Calculations
required to be made pursuant to this Agreement with respect to any Mortgage
Loan
in the Trust Fund shall be made based upon current information as to the terms
of the Mortgage Loans and reports of payments received from the Mortgagor on
such Mortgage Loans and payments to be made to the Trustee as supplied to the
Trustee by the Master Servicer, the Swap Counterparty or the Cap Counterparty.
The Trustee shall not be required to recompute, verify or recalculate the
information supplied to it by the Master Servicer, the Servicer, the Swap
Counterparty, the Cap Counterparty or the Credit Risk Manager.
Section
1.03
|
Calculations
Respecting Accrued Interest.
|
Accrued
interest, if any, on any LIBOR Certificate shall be calculated based upon a
360-day year and the actual number of days in each Accrual Period. Accrued
interest, if any, on the Class X Certificates and on any Lower Tier Interest
shall be calculated based upon a 360-day year consisting of twelve 30-day
months, and each Accrual Period shall be deemed to have 30 days.
61