RESIDENTIAL ACCREDIT LOANS, INC.,
Company,
RESIDENTIAL FUNDING COMPANY, LLC,
Master Servicer,
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
Trustee
SERIES SUPPLEMENT,
Dated as of February 1, 2007,
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
dated as of December 1, 2006
Mortgage Asset-Backed Pass-Through Certificates
SERIES 2007-QH2
TABLE OF CONTENTS
PAGE
ARTICLE I DEFINITIONS 9
Section 1.01.
Definitions.......................................................................9
Section 1.02.
Determination of
LIBOR...........................................................46
Section 1.03.
Use of Words and
Phrases.........................................................47
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES......................................48
Section 2.01.
Conveyance of Mortgage
Loans.....................................................48
Section 2.02.
Acceptance by
Trustee............................................................48
Section 2.03.
Representations, Warranties and Covenants of the Master Servicer
and the
Company..........................................................................48
Section 2.04.
Representations and Warranties of Residential
Funding............................51
Section 2.05.
Execution and Authentication of Certificates/Issuance of
Certificates
Evidencing Interests in
REMICs...................................................51
Section 2.06.
Conveyance of Uncertificated REMIC Regular Interests; Acceptance by
the
Trustee..........................................................................51
Section 2.07.
Issuance of Certificates Evidencing Interest in REMIC III and REMIC
IV...........52
Section 2.08.
Purposes and Powers of the
Trust.................................................52
Section 2.09.
Agreement Regarding Ability to
Disclose..........................................52
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS......................................................53
Section 3.01.
Master Servicer to Act as
Servicer...............................................53
Section 3.02.
Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of Subservicers' and Sellers'
Obligations............................53
Section 3.03.
Successor
Subservicers...........................................................53
Section 3.04.
Liability of the Master
Servicer.................................................53
Section 3.05.
No Contractual Relationship Between Subservicer and Trustee or
Certificateholders...............................................................53
Section 3.06.
Assumption or Termination of Subservicing Agreements by
Trustee..................53
Section 3.07.
Collection of Certain Mortgage Loan Payments; Deposit to Custodial
Account..........................................................................53
Section 3.08.
Subservicing Accounts; Servicing
Accounts........................................55
Section 3.09.
Access to Certain Documentation and
Information Regarding the Mortgage
Loans............................................................................55
Section 3.10.
Permitted Withdrawals from the Custodial
Account.................................55
Section 3.11.
Maintenance of the Primary Insurance Policies; Collections
Thereunder............55
Section 3.12.
Maintenance of Fire Insurance and Omissions and Fidelity
Coverage................55
Section 3.13.
Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain
Assignments..................................................56
Section 3.14.
Realization Upon Defaulted Mortgage
Loans........................................56
Section 3.15.
Trustee to Cooperate; Release of Custodial
Files.................................56
Section 3.16.
Servicing and Other Compensation; Compensating
Interest..........................56
Section 3.17.
Reports to the Trustee and the
Company...........................................56
Section 3.18.
Annual Statement as to
Compliance................................................56
Section 3.19.
Annual Independent Public Accountants' Servicing
Report..........................56
Section 3.20.
Rights of the Company in Respect of the Master
Servicer..........................56
Section 3.21.
Administration of Buydown
Funds..................................................56
Section 3.22.
Advance
Facility.................................................................57
ARTICLE IV PAYMENTS TO
CERTIFICATEHOLDERS.......................................................................58
Section 4.01.
Certificate
Account..............................................................58
Section 4.02.
Distributions....................................................................58
Section 4.03.
Statements to Certificateholders; Statements to the Rating
Agencies;
Exchange Act
Reporting...........................................................64
Section 4.04.
Distribution of Reports to the Trustee and the Company; Advances by
the
Master
Servicer..................................................................64
Section 4.05.
Allocation of Realized
Losses....................................................64
Section 4.06.
Reports of Foreclosures and Abandonment of Mortgaged
Property....................65
Section 4.07.
Optional Purchase of Defaulted Mortgage
Loans....................................66
Section 4.08.
Surety
Bond......................................................................66
Section 4.09.
The Swap
Agreement...............................................................66
Section 4.10.
Collateral
Account...............................................................68
ARTICLE V THE
CERTIFICATES......................................................................................70
Section 5.01.
The
Certificates.................................................................70
Section 5.02.
Registration of Transfer and Exchange of
Certificates............................70
Section 5.03.
Mutilated, Destroyed, Lost or Stolen
Certificates................................75
Section 5.04.
Persons Deemed
Owners............................................................75
Section 5.05.
Appointment of Paying
Agent......................................................75
Section 5.06.
U.S.A. Patriot Act
Compliance....................................................76
ARTICLE VI THE COMPANY AND THE MASTER
SERVICER..................................................................77
ARTICLE VII DEFAULT
78
ARTICLE VIII CONCERNING THE TRUSTEE AND SUPPLEMENTAL INTEREST TRUST
TRUSTEE.....................................79
Section 8.01.
Duties of the Trustee and Supplemental Interest Trust
Trustee....................79
Section 8.02.
Certain Matters Affecting the Trustee and Supplemental Interest
Trust
Trustee..........................................................................81
Section 8.03.
Trustee and Supplemental Interest Trust Trustee Not Liable for
Certificates or Mortgage
Loans...................................................82
Section 8.04.
Trustee and Supplemental Interest Trust Trustee May Own
Certificates.............83
Section 8.05.
Master Servicer to Pay Trustee's and Supplemental Interest Trust
Trustee's Fees and Expenses;
Indemnification.....................................83
Section 8.06.
Eligibility Requirements for
Trustee.............................................84
Section 8.07.
Resignation and Removal of the Trustee and Supplemental Interest
Trust
Trustee..........................................................................85
Section 8.08.
Successor Trustee and Successor Supplemental Interest Trust
Trustee..............86
Section 8.09.
Merger or Consolidation of
Trustee...............................................87
Section 8.10.
Appointment of Co-Trustee or Separate
Trustee....................................87
Section 8.11.
Appointment of
Custodians........................................................87
Section 8.12.
Appointment of Office or
Agency..................................................87
Section 8.13.
Swap Agreement and SB-AM Swap
Agreement..........................................87
ARTICLE IX
TERMINATION..........................................................................................88
Section 9.01.
Optional Purchase by the Master Servicer of All Certificates;
Termination
Upon Purchase by the Master Servicer or Liquidation of All Mortgage
Loans........88
Section 9.02.
Additional Termination
Requirements..............................................91
Section 9.03.
Termination of Multiple
REMICs...................................................91
ARTICLE X REMIC
PROVISIONS......................................................................................92
Section 10.01.
REMIC
Administration.............................................................92
Section 10.02.
Master Servicer; REMIC Administrator and Trustee
Indemnification.................92
Section 10.03.
Designation of
REMICs............................................................92
Section 10.04.
Distributions on the Uncertificated REMIC Regular
Interests......................92
Section 10.05.
Compliance with Withholding
Requirements.........................................93
Section 10.06.
Supplemental Interest Trust
Provisions...........................................93
ARTICLE XI MISCELLANEOUS
PROVISIONS.............................................................................95
Section 11.01.
Amendment........................................................................95
Section 11.02.
Recordation of Agreement;
Counterparts...........................................95
Section 11.03.
Limitation on Rights of
Certificateholders.......................................95
Section 11.04.
Governing
Law....................................................................95
Section 11.05.
Notices..........................................................................95
Section 11.06.
Required Notices to Rating Agency and
Subservicer................................96
Section 11.07.
Severability of
Provisions.......................................................96
Section 11.08.
Supplemental Provisions for
Resecuritization.....................................96
Section 11.09.
Allocation of Voting
Rights......................................................96
Section 11.10.
No
Petition......................................................................97
ARTICLE XII COMPLIANCE WITH REGULATION
AB.......................................................................98
EXHIBITS
Exhibit One:
Mortgage Loan Schedule
Exhibit Two:
Information to be Included in Monthly Distribution Date
Statement
Exhibit Three:
Standard Terms of Pooling and Servicing Agreement, dated as of
December 1, 2006
Exhibit Four:
Swap Agreement
Exhibit Five:
SB-AM Swap Agreement
Exhibit Six:
Form of Certificate to be Given by Certificate Owner
Exhibit Seven:
Form of Certificate to be Given by Euroclear or Cedel
Exhibit Eight:
Form of Certificate to be Given by Transferee of Beneficial
Interest in a Regulation S Book-Entry Certificate
Exhibit Nine:
Form of Transfer Certificate for Exchange or Transfer from 144A
Book-Entry Certificate to Regulation S Book-Entry Certificate
Exhibit Ten:
Form of Initial Purchaser Exchange Instructions
Exhibit Eleven-A:
Form of Rule 144A Global Class SB Certificate
Exhibit Eleven-B:
Form of Permanent Regulation S Global Class SB Certificate
Exhibit Eleven-C:
Form of Temporary Regulation S Global Class SB Certificate
Exhibit Twelve:
Form of Regulation S Transferee Certificate
This is a Series
Supplement,
dated as of February 1, 2007 (the
"Series
Supplement"),
to the
Standard
Terms of Pooling and
Servicing
Agreement,
dated as of December 1, 2006 and
attached as Exhibit Four hereto (the
"Standard Terms" and, together with this Series Supplement,
the "Pooling and Servicing Agreement" or "Agreement"),
among RESIDENTIAL
ACCREDIT LOANS,
INC., as the company (together with its permitted
successors and assigns,
the
"Company"),
RESIDENTIAL
FUNDING
COMPANY,
LLC as master
servicer
(together
with its permitted
successors and
assigns,
the "Master
Servicer"),
and DEUTSCHE BANK TRUST COMPANY AMERICAS,
in its capacity as trustee (together
with its permitted
successors
and assigns,
the
"Trustee")
and in its capacity as
supplemental
interest trust
trustee (together with its permitted successors and assigns, the
"Supplemental Interest Trust Trustee").
PRELIMINARY STATEMENT:
The
Company
intends
to
sell
mortgage
asset-backed
pass-through
certificates
(collectively,
the
"Certificates"),
to be issued
hereunder in multiple
classes,
which in the
aggregate
will
evidence the entire
beneficial ownership interest in the Mortgage Loans.
The terms and provisions of the Standard Terms are hereby
incorporated by reference
herein as though set
forth in full herein.
If any term or provision
contained
herein shall conflict with or be inconsistent
with any
provision
contained in the Standard Terms, the terms and provisions of this
Series
Supplement
shall govern.
All
capitalized
terms not
otherwise
defined
herein shall have the meanings
set forth in the
Standard
Terms.
The
Pooling and Servicing Agreement shall be dated as of the date of
this Series Supplement.
REMIC I
As provided herein,
the REMIC
Administrator will make an election to treat the segregated pool of
assets
consisting of the Mortgage Loans and certain other related
assets
(exclusive of the
Supplemental
Interest Trust
Account,
the Swap
Agreement and the SB-AM Swap
Agreement)
subject to this
Agreement as a real estate
mortgage
investment
conduit (a
"REMIC")
for
federal
income tax
purposes,
and such
segregated
pool of assets will be
designated
as "REMIC I." The Class R-I
Certificates
will
represent
the sole Class of "residual
interests"
in
REMIC I for
purposes of the REMIC
Provisions
(as defined
herein)
under
federal
income tax law. The Class R-I
Certificates
will not bear interest or have a Certificate
Principal
Balance.
The
following
table
irrevocably
sets
forth
the
designation,
remittance
rate (the
"Uncertificated
REMIC I
Pass-Through
Rate")
and
initial
Uncertificated
Principal
Balance
for
each
of the
"regular
interests"
in
REMIC
I
(the
"REMIC
I
Regular
Interests").
The
"latest
possible
maturity
date"
(determined
solely
for
purposes
of
satisfying
Treasury
regulation
Section
1.860G-1(a)(4)(iii))
for each REMIC I Regular
Interest shall be the Maturity
Date.
None of
the REMIC I Regular Interests will be certificated.
UNCERTIFICATED REMIC I
INITIAL UNCERTIFICATED REMIC I
DESIGNATION
PASS-THROUGH RATE
PRINCIPAL BALANCE
I-1-A
Variable(1)
$11,031,933.600
I-2-A
Variable(1)
$10,628,840.700
I-3-A
Variable(1)
$10,240,558.200
I-4-A
Variable(1)
$ 9,866,539.800
I-5-A
Variable(1)
$ 9,506,256.300
I-6-A
Variable(1)
$ 9,159,201.900
I-7-A
Variable(1)
$ 8,824,890.600
I-8-A
Variable(1)
$ 8,502,849.000
I-9-A
Variable(1)
$ 8,192,625.300
I-10-A
Variable(1)
$ 7,893,783.900
I-11-A
Variable(1)
$ 7,605,905.400
I-12-A
Variable(1)
$ 7,328,583.900
I-13-A
Variable(1)
$ 7,061,433.300
I-14-A
Variable(1)
$ 6,804,074.700
I-15-A
Variable(1)
$ 6,556,149.900
I-16-A
Variable(1)
$ 6,317,310.600
I-17-A
Variable(1)
$ 6,087,222.000
I-18-A
Variable(1)
$ 5,865,562.800
I-19-A
Variable(1)
$ 5,652,019.800
I-20-A
Variable(1)
$ 5,446,296.900
I-21-A
Variable(1)
$ 5,248,105.200
I-22-A
Variable(1)
$ 5,057,167.500
I-23-A
Variable(1)
$ 4,873,216.500
I-24-A
Variable(1)
$ 4,695,996.600
I-25-A
Variable(1)
$ 4,525,258.500
I-26-A
Variable(1)
$ 4,360,764.600
I-27-A
Variable(1)
$ 4,202,284.500
I-28-A
Variable(1)
$ 4,049,598.600
I-29-A
Variable(1)
$ 3,902,492.700
I-30-A
Variable(1)
$ 3,761,009.100
I-31-A
Variable(1)
$ 3,624,438.600
I-32-A
Variable(1)
$ 3,492,857.700
I-33-A
Variable(1)
$ 3,367,778.400
I-34-A
Variable(1)
$ 3,245,740.200
I-35-A
Variable(1)
$ 3,127,921.200
I-36-A
Variable(1)
$ 3,014,406.000
I-37-A
Variable(1)
$ 2,905,033.500
I-38-A
Variable(1)
$ 2,799,654.300
I-39-A
Variable(1)
$ 2,698,119.900
I-40-A
Variable(1)
$ 2,600,289.000
I-41-A
Variable(1)
$ 2,506,028.400
I-42-A
Variable(1)
$ 2,415,204.000
I-43-A
Variable(1)
$ 2,327,691.600
I-44-A
Variable(1)
$ 2,243,368.800
I-45-A
Variable(1)
$ 2,162,120.400
I-46-A
Variable(1)
$ 2,084,067.900
I-47-A
Variable(1)
$ 2,008,614.600
I-48-A
Variable(1)
$ 1,936,026.900
I-49-A
Variable(1)
$ 1,865,961.000
I-50-A
Variable(1)
$ 1,798,446.600
I-51-A
Variable(1)
$ 1,733,456.700
I-52-A
Variable(1)
$ 1,670,763.600
I-53-A
Variable(1)
$ 1,610,351.100
I-54-A
Variable(1)
$ 1,552,401.900
I-55-A
Variable(1)
$ 1,496,510.100
I-56-A
Variable(1)
$ 1,491,547.500
I-57-A
Variable(1)
$ 1,435,938.300
I-58-A
Variable(1)
$ 1,420,293.600
I-59-A
Variable(1)
$34,249,275.000
I-1-B
Variable(1)
$ 1,225,770.400
I-2-B
Variable(1)
$ 1,180,982.300
I-3-B
Variable(1)
$ 1,137,839.800
I-4-B
Variable(1)
$ 1,096,282.200
I-5-B
Variable(1)
$ 1,056,250.700
I-6-B
Variable(1)
$ 1,017,689.100
I-7-B
Variable(1)
$ 980,543.400
I-8-B
Variable(1)
$ 944,761.000
I-9-B
Variable(1)
$ 910,291.700
I-10-B
Variable(1)
$ 877,087.100
I-11-B
Variable(1)
$ 845,100.600
I-12-B
Variable(1)
$ 814,287.100
I-13-B
Variable(1)
$ 784,603.700
I-14-B
Variable(1)
$ 756,008.300
I-15-B
Variable(1)
$ 728,461.100
I-16-B
Variable(1)
$ 701,923.400
I-17-B
Variable(1)
$ 676,358.000
I-18-B
Variable(1)
$ 651,729.200
I-19-B
Variable(1)
$ 628,002.200
I-20-B
Variable(1)
$ 605,144.100
I-21-B
Variable(1)
$ 583,122.800
I-22-B
Variable(1)
$ 561,907.500
I-23-B
Variable(1)
$ 541,468.500
I-24-B
Variable(1)
$ 521,777.400
I-25-B
Variable(1)
$ 502,806.500
I-26-B
Variable(1)
$ 484,529.400
I-27-B
Variable(1)
$ 466,920.500
I-28-B
Variable(1)
$ 449,955.400
I-29-B
Variable(1)
$ 433,610.300
I-30-B
Variable(1)
$ 417,889.900
I-31-B
Variable(1)
$ 402,715.400
I-32-B
Variable(1)
$ 388,095.300
I-33-B
Variable(1)
$ 374,197.600
I-34-B
Variable(1)
$ 360,637.800
I-35-B
Variable(1)
$ 347,546.800
I-36-B
Variable(1)
$ 334,934.000
I-37-B
Variable(1)
$ 322,781.500
I-38-B
Variable(1)
$ 311,072.700
I-39-B
Variable(1)
$ 299,791.100
I-40-B
Variable(1)
$ 288,921.000
I-41-B
Variable(1)
$ 278,447.600
I-42-B
Variable(1)
$ 268,356.000
I-43-B
Variable(1)
$ 258,632.400
I-44-B
Variable(1)
$ 249,263.200
I-45-B
Variable(1)
$ 240,235.600
I-46-B
Variable(1)
$ 231,563.100
I-47-B
Variable(1)
$ 223,179.400
I-48-B
Variable(1)
$ 215,114.100
I-49-B
Variable(1)
$ 207,329.000
I-50-B
Variable(1)
$ 199,827.400
I-51-B
Variable(1)
$ 192,606.300
I-52-B
Variable(1)
$ 185,640.400
I-53-B
Variable(1)
$ 178,927.900
I-54-B
Variable(1)
$ 172,489.100
I-55-B
Variable(1)
$ 166,278.900
I-56-B
Variable(1)
$ 165,727.500
I-57-B
Variable(1)
$ 159,548.700
I-58-B
Variable(1)
$ 157,810.400
I-59-B
Variable(1)
$ 3,805,475.000
A-I
Variable(1)
$14,473,551.750
_______________
(1)
Calculated as provided in the definition of Uncertificated REMIC I
Pass-Through Rate.
REMIC II
As provided herein,
the REMIC
Administrator will make an election to treat the segregated pool of
assets
consisting of the REMIC I
Regular
Interests as a REMIC for federal income tax purposes,
and such segregated pool
of assets
will be
designated
as
"REMIC II."
The Class
R-II
Certificates
will
represent
the sole
Class of
"residual
interests"
in REMIC II for purposes of the REMIC
Provisions
under
federal
income tax law. The Class
R-II
Certificates
will
not
bear
interest
or
have
a
Certificate
Principal
Balance.
The
following
table
irrevocably sets forth the
designation,
remittance rate (the
"Uncertificated
REMIC II
Pass-Through
Rate") and
initial
Uncertificated
Principal
Balance for each of the "regular
interests" in REMIC II (the "REMIC II Regular
Interests").
The
"latest
possible
maturity
date"
(determined
solely
for
purposes
of
satisfying
Treasury
regulation
Section 1.860G-1(a)(4)(iii))
for each REMIC II
Regular
Interest shall be the Maturity Date.
None of
the REMIC II Regular Interests will be certificated.
UNCERTIFICATED REMIC II
INITIAL UNCERTIFICATED REMIC II
DESIGNATION
PASS-THROUGH RATE
PRINCIPAL BALANCE
LT1
Variable(1)
$350,118,637.40
LT2
Variable(1)
$
12,632.85
LT3
Variable(1)
$
22,384.75
LT4
Variable(1)
$
22,384.75
LT-IO
Variable(1)
(2)
____________
(1)
Calculated as provided in the definition of Uncertificated REMIC II
Pass-Through Rate.
(2)
REMIC II
Regular
Interest
LT-IO
will not have an
Uncertificated
Principal
Balance
but will
accrue
interest
on
its
uncertificated
notional
amount
calculated
in
accordance
with
the
definition
of
"Uncertificated Notional Amount" herein.
REMIC III
As provided herein,
the REMIC
Administrator will elect to treat the segregated pool of assets
consisting
of the REMIC II
Regular
Interests as a REMIC for federal income tax purposes,
and such segregated pool of assets
will be
designated
as
REMIC III.
The Class
R-III
Certificates
will
represent
the sole
Class of
"residual
interests"
in
REMIC III
for
purposes of the REMIC
Provisions
under
federal
income tax law.
The Class R-III
Certificates
will not bear interest or have a Certificate
Principal
Balance.
The
following
table
irrevocably
sets forth the designation,
Pass-Through Rate, aggregate Initial Certificate Principal Balance,
certain features,
Maturity Date,
initial ratings and minimum
denominations
for each Class of
Certificates
that evidence "regular
interests" in REMIC III and REMIC III Regular Interests SB-IO,
SB-PO and IO (the "REMIC III
Regular
Interests").
The
"latest
possible
maturity
date"
(determined
solely
for
purposes
of
satisfying
Treasury
Regulation Section 1.860G-1(a)(4)(iii))
for each REMIC III
Regular
Interest
shall be the Maturity
Date.
REMIC
III Regular Interests SB-IO, SB-PO and IO will not be certificated.
AGGREGATE
INITIAL
CERTIFICATE
PASS-THROUGH
PRINCIPAL
MATURITY
MINIMUM
DESIGNATION
RATE
BALANCE
FEATURES
DATE
S&P/MOODY'S
DENOMINATIONS
Class A-1
Adjustable
$197,814,000
Super
March 25, 2037
AAA/Aaa
$100,000.00
Rate
Senior/Adjustable
(1)(2)(3)
Rate
Class A-2
Adjustable
$
82,422,000
Super Senior/Senior
AAA/Aaa
$100,000.00
Rate
Support/ Adjustable
March 25, 2037
(1)(2)(3)
Rate
Class A-3
Adjustable
$
49,454,000
Senior Support/
AAA/Aaa
$100,000.00
Rate
Adjustable Rate
March 25, 2037
(1)(2)(3)
Class M-1
Adjustable
$
7,879,000
Mezzanine/Adjustable
AA/Aa1
$100,000.00
Rate
Rate
March 25, 2037
(1)(2)(3)
Class M-2
Adjustable
$
1,751,000
Mezzanine/Adjustable
AA-/Aa2
$100,000.00
Rate
Rate
March 25, 2037
(1)(2)(3)
Class M-3
Adjustable
$
1,751,000
Mezzanine/Adjustable
A+/Aa2
$100,000.00
Rate
Rate
March 25, 2037
(1)(2)(3)
Class M-4
Adjustable
$
1,751,000
Mezzanine/Adjustable
A-/Aa3
$100,000.00
Rate
Rate
March 25, 2037
(1)(2)(3)
Class M-5
Adjustable
$
1,751,000
Mezzanine/Adjustable
BBB+/A2
$100,000.00
Rate
Rate
March 25, 2037
(1)(2)(3)
Class M-6
Adjustable
$
1,926,000
Mezzanine/Adjustable
BBB-/A3
$100,000.00
Rate
Rate
March 25, 2037
(1)(2)(3)
Class M-7
Adjustable
$
1,926,000
Mezzanine/Adjustable
N/R/Baa2
$100,000.00
Rate
Rate
March 25, 2037
(1)(2)(3)
SB-PO
(4)
$
1,751,039.75 Subordinate/Principal
N/R
N/A
Only
March 25, 2037
SB-IO
(5)
N/A
Subordinate/Interest
N/R
N/A
Only
March 25, 2037
IO
(6)
(7)
Interest Only
N/R
N/A
(1)
This
Class of
Certificates
represents
ownership
of a REMIC III
Regular
Interest
together
with (i)
certain
rights to payments to be made from amounts
received
under the Swap
Agreement
which will be deemed made
for federal income tax purposes
outside of REMIC III by the holders of the Class SB
Certificates as the owners of
the Swap
Agreement
and (ii) an
obligation
to pay the
Class IO
Distribution
Amount
(as
defined
in
Section
4.09(e)).
Any amount
distributed on this Class of Certificates on any
Distribution
Date in excess of the amount
distributable
on the related
REMIC III Regular
Interest on such
Distribution
Date shall be treated for federal
income tax purposes as having been paid from the Supplemental
Interest Trust Account and any amount
distributable
on such REMIC III Regular Interest on such
Distribution
Date in excess of the amount
distributable on such Class
of Certificates on such Distribution
Date shall be treated as having been paid to the Supplemental
Interest Trust
Account, all pursuant to and as further provided in Section 4.09
hereof.
(2)
The Class A Certificates
and Class M Certificates,
will accrue interest at a per annum rate equal to the
least of (i) a per annum rate equal to LIBOR plus the
applicable
Margin,
(ii) the Net WAC Cap Rate and (iii) the
Available Funds Rate for that Distribution Date.
(3)
The Class A
Certificates
and Class M
Certificates
will also entitle their
holders to receive
certain
payments from the holders of the Class SB
Certificates
from amounts to which the REMIC III
Regular Interests are
entitled and from amounts
received
under the Swap
Agreement
which will not be a part of their
ownership of the
REMIC III Regular Interests.
(4)
REMIC III
Regular
Interest
SB-PO
shall have no
entitlement
to
interest,
and shall be
entitled
to
distributions
of
principal
subject to the terms and
conditions
hereof,
in an
aggregate
amount
equal to the
initial Overcollateralization Amount pursuant to the terms and
conditions hereof.
(5)
REMIC III
Regular
Interest
SB-IO
shall have no
entitlement
to
principal,
and shall be
entitled to
distributions
of
interest
subject
to the terms and
conditions
hereof,
in an
aggregate
amount
equal to the
aggregate
interest
distributable
with respect to the Class SB Certificates
pursuant to the terms and conditions
hereof.
(6)
For federal
income tax purposes,
REMIC III Regular
Interest IO will not have a Pass Through
Rate,
but
will be entitled to 100% of the amounts distributed on REMIC II
Regular Interest LT-IO.
(7)
For federal income tax purposes,
REMIC III Regular Interest IO will not have an Uncertificated
Principal
Balance,
but will have a notional amount equal to the Uncertificated
Notional Amount of REMIC II Regular Interest
LT-IO.
REMIC IV
As provided herein,
the REMIC
Administrator
will make an election to treat the segregated pool
of assets
consisting
of REMIC III
Regular
Interests
SB-IO,
SB-PO and IO as a REMIC
for
federal
income
tax
purposes,
and such
segregated
pool of assets will be
designated
as REMIC IV. The Class R-X
Certificates
will
represent the sole Class of
"residual
interests" in REMIC IV for purposes of the REMIC
Provisions
under federal
income tax law. The Class R-X
Certificates
will not bear interest or have a Certificate
Principal
Balance.
The
following
table
irrevocably
sets
forth
the
designation,
Pass-Through
Rate,
aggregate
Initial
Certificate
Principal
Balance,
certain
features and Maturity
Date for the Class SB
Certificates
which
represent
the two
"regular
interests"
in REMIC IV
designated
REMIC IV Regular
Interest SB and REMIC IV Regular
Interest IO (the
"REMIC IV Regular
Interests").
The "latest possible maturity date" (determined
solely for purposes of satisfying
Treasury Regulation Section 1.860G-1(a)(4)(iii)) for the REMIC IV
Regular Interests shall be the Maturity Date.
AGGREGATE
INITIAL
PASS-THROUGH
CERTIFICATE
MATURITY
S&P/
MINIMUM
DESIGNATION
RATE
PRINCIPAL BALANCE
FEATURES
DATE
MOODY'S/
DENOMINATIONS
Class SB
Variable(1) $1,751,039.75
Subordinate/Adjustable March 25, 2037
NA
N/A
Rate
____________
(1)
The Class SB
Certificates
will accrue
interest as described in the
definition
of Accrued
Certificate
Interest.
REMIC
IV
Regular
Interest
IO will be held as an
asset
of the
Supplemental
Interest
Trust
Account
established
by the
Trustee and will be treated
for
federal
income tax
purposes as owned by the holders of the
Class SB Certificates.
REMIC IV Regular
Interest
SB will not have a
Pass-Through
Rate,
but will be
entitled
to 100% of all
amounts
distributed
or deemed
distributed
on REMIC III
Regular
Interests
SB-IO and
SB-PO.
REMIC IV Regular
Interest IO will not have a Pass-Through
Rate,
but will be entitled to 100% of all amounts
distributed or deemed
distributed on REMIC III Regular
Interest IO. The rights of the holders of the Class SB
Certificates
to payments
under the Swap
Agreement
and SB-AM Swap
Agreement
shall be outside and apart from their
rights with respect to
the REMIC IV Regular Interests.
The Mortgage Loans have an aggregate Cut-off Date Principal Balance
equal to
$350,176,039.75.
The Mortgage Loans are payment-option,
hybrid
adjustable-rate
first lien mortgage loans with a negative
amortization feature having terms to maturity at origination or
modification of generally not more than 30 years.
In consideration
of the mutual
agreements
herein
contained,
the Company,
the Master Servicer and the
Trustee agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01.
DEFINITIONS.
Whenever used in this Agreement,
the following words and phrases,
unless the context otherwise requires,
shall have the meanings specified in this Article.
Accrued
Certificate
Interest:
With
respect
to
each
Distribution
Date
and
each
Class of
Class A
Certificates and Class M
Certificates,
interest accrued during the related Interest Accrual Period at the
related
Pass-Through Rate on the Certificate
Principal Balance thereof
immediately prior to such Distribution Date at the
Pass-Through Rate for that Distribution Date.
The
amount
of
Accrued
Certificate
Interest
on
each
Class of
Class
A
Certificates
and
Class
M
Certificates
shall be reduced by the amount of Prepayment
Interest
Shortfalls
on the Mortgage
Loans during the
prior calendar month to the extent not covered by
Compensating
Interest
pursuant to
Section 3.16
and by Relief
Act
Shortfalls
on the
Mortgage
Loans
during the related Due Period.
All such
reductions
with respect to the
Mortgage
Loans will be allocated
among the Class A
Certificates
and Class M
Certificates
in proportion to the
amount of
Accrued
Certificate
Interest
payable on such
Certificates
on such
Distribution
Date
absent
such
reductions.
Accrued
Certificate
Interest,
with respect to any Class of Class A-2, Class A-3 or Class M
Certificates
for any
Distribution
Date,
shall further be reduced by the interest
portion of Realized Losses allocated to any
Class of Class M Certificates pursuant to Section 4.05.
Accrued
Certificate
Interest with respect to the Class A
Certificates
and Class M
Certificates
shall
accrue on the basis of a 360-day year and the actual number of days
in the related Interest Accrual Period.
With
respect
to each
Distribution
Date and the
Class SB
Certificates,
interest
accrued
during the
related
Interest
Accrual
Period at the related
Pass-Through
Rate on the
Notional
Amount as
specified in the
definition of Pass-Through Rate,
immediately prior to such Distribution
Date, reduced by any interest
shortfalls
with
respect to the
Mortgage
Loans,
including
Prepayment
Interest
Shortfalls
to the
extent not
covered by
Compensating
Interest pursuant to Section 3.16 or by Excess Cash Flow pursuant
to
Section 4.02(c)(iii)
and (iv).
Accrued
Certificate
Interest on the
Class SB
Certificates
shall
accrue on the basis of a 360-day year and the
actual number of days in the related Interest Accrual Period.
Adjustment
Date:
With respect to each Mortgage
Loan,
each date set forth in the related
Mortgage Note
on which an adjustment to the interest rate on such Mortgage Loan
becomes effective.
Affected Party:
As defined in the Swap Agreement.
Available
Distribution
Amount:
As to any
Distribution
Date, an amount equal to (a) the sum of (i) the
amount
relating
to the
Mortgage
Loans on deposit in the
Custodial
Account as of the close of
business on the
immediately
preceding
Determination
Date,
including any
Subsequent
Recoveries,
and amounts
deposited in the
Custodial
Account in connection with the substitution of Qualified
Substitute
Mortgage Loans, (ii) the amount of
any Advance made on the immediately
preceding
Certificate Account Deposit Date, (iii) any amount deposited in the
Certificate
Account on the related
Certificate
Account Deposit Date pursuant to the second
paragraph of Section
3.12(a),
(iv) any amount
deposited in the Certificate
Account
pursuant to Section 4.07 or Section 9.01, (v) any
amount that the Master
Servicer
is not
permitted
to
withdraw
from the
Custodial
Account or the
Certificate
Account
pursuant
to Section
3.16(e),
(vi) any amount
received
by the
Trustee
pursuant to the Surety Bond in
respect of such
Distribution
Date and (vii) the
proceeds of any Pledged Assets received by the Master
Servicer,
reduced by (b) the sum as of the close of
business
on the
immediately
preceding
Determination
Date of (v) any
payments or
collections
consisting of
Prepayment
Charges on the Mortgage
Loans that were
received
during the
related Prepayment Period; (w) aggregate
Foreclosure
Profits,
(x) the Amount Held for Future
Distribution,
(y)
amounts
permitted to be withdrawn by the Master
Servicer
from the
Custodial
Account in respect of the Mortgage
Loans pursuant to clauses
(ii)-(x),
inclusive,
of Section 3.10(a),
and (z) any Net Swap Payments required to be
made to the Swap Counterparty and Swap Termination
Payments not due to a Swap Counterparty
Trigger Event for such
Distribution Date.
Available
Funds Rate:
With respect to any
Distribution
Date, a per annum rate equal to (i) the product
of (x) the Interest
Remittance Amount plus full and partial Principal
Prepayments
available to be distributed on
such
Distribution
Date and (y) a
fraction,
the
numerator
of which is 12 and the
denominator
of which is the
aggregate Stated Principal
Balance of the Mortgage Loans as of such Distribution
Date,
adjusted to an actual/360
rate.
Basis
Risk
Shortfall:
With
respect
to the
Class A
Certificates
and
Class M
Certificates
and any
Distribution
Date, the sum of (a) an amount equal to the excess, if any, of (x)
Accrued
Certificate
Interest for
such
Class of
Certificates
calculated
at a per annum
rate
equal to LIBOR
plus the
related
Margin
for such
Distribution Date, over (y) Accrued
Certificate
Interest for such Class calculated
assuming the Net Rate Cap was
equal to the Net WAC Cap Rate for such Distribution
Date, (b) any
shortfalls for such
Class calculated
pursuant
to clause (a) above
remaining unpaid from prior Distribution
Dates, and (c) interest on the amount in clause (b)
from the
Distribution
Date on which such amount was
incurred at a per annum rate equal to LIBOR plus the related
Margin for the current Distribution Date.
Book-Entry Certificate:
The Class A, Class M and Class SB Certificates.
Capitalization
Reimbursement
Amount:
As to any
Distribution
Date, the amount of Advances or Servicing
Advances that were added to the Stated
Principal
Balance of the Mortgage
Loans during the prior
calendar
month
and
reimbursed to the Master
Servicer or Subservicer
on or prior to such
Distribution
Date pursuant to Section
3.10(a)(vii),
plus the
Capitalization
Reimbursement
Shortfall
Amount
remaining
unreimbursed
from any
prior
Distribution Date and reimbursed to the Master Servicer or
Subservicer on or prior to such Distribution Date.
Capitalization
Reimbursement
Shortfall
Amount:
As to any
Distribution
Date,
the amount,
if any, by
which the
amount of
Advances
or
Servicing
Advances
that were
added to the
Stated
Principal
Balance of the
Mortgage Loans during the preceding
calendar month exceeds the amount of principal
payments on the Mortgage Loans
included in the Available Distribution Amount for that Distribution
Date.
Certificate:
Any Class A, Class M, Class SB or Class R Certificate.
Certificate
Account:
The separate
account or accounts
created and maintained
pursuant to Section 4.01
of the Standard Terms,
which shall be entitled
"DEUTSCHE BANK TRUST COMPANY
AMERICAS,
as trustee,
in trust for
the registered
holders of Residential
Accredit Loans,
Inc.,
Mortgage
Asset-Backed
Pass-Through
Certificates,
Series 2007-QH2" and which must be an Eligible Account.
Certificate
Principal
Balance:
With respect to any Class A Certificate or Class M
Certificate,
on any
date of
determination,
an amount equal to (i) the Initial
Certificate
Principal
Balance of such Certificate as
specified on the face thereof minus (ii) the sum of (x) the
aggregate of all amounts
previously
distributed
with
respect to such
Certificate
(or any
predecessor
Certificate)
and applied to reduce the
Certificate
Principal
Balance
thereof
pursuant to Section
4.02(c) and (y) in the case of any Class of Class A-2,
Class A-3 or Class M
Certificates,
the
aggregate
of all
reductions
in
Certificate
Principal
Balance
deemed to have
occurred in
connection
with
Realized
Losses
which
were
previously
allocated
to such
Certificate
(or
any
predecessor
Certificate)
pursuant to Section 4.05;
provided,
that with respect to any
Distribution
Date,
the
Certificate
Principal
Balance of the Class A-2,
Class A-3,
Class M-1,
Class M-2, Class M-3, Class M-4, Class M-5, Class M-6
and Class
M-7
Certificates,
in that
order,
will be
increased
to the
extent of
Realized
Losses
previously
allocated thereto and remaining
unreimbursed,
but only to the extent of Subsequent Recoveries received during the
preceding
calendar
month.
With respect to each Class SB
Certificate,
on any date of
determination,
an amount
equal to the Percentage
Interest
evidenced by such Certificate,
multiplied by an amount equal to (i) the excess,
if any, of (A) the then
aggregate
Stated
Principal
Balance of the
Mortgage
Loans over (B) the then
aggregate
Certificate
Principal
Balance
of the Class A
Certificates
and Class M
Certificates
then
outstanding,
which
represents the sum of (i) the Initial
Principal
Balance of the REMIC III Regular
Interest
SB-PO,
as reduced by
Realized Losses
allocated
thereto and payments
deemed made thereon,
and (ii) accrued and unpaid interest on the
REMIC III Regular Interest SB-IO, as reduced by Realized Losses
allocated
thereto.
The Class R Certificates
will
not have a Certificate Principal Balance.
Class A
Certificate:
Any one of the Class
A-1,
Class A-2 or Class A-3
Certificates,
executed
by the
Trustee and authenticated by the Certificate
Registrar
substantially in the form annexed to the Standard Terms as
Exhibit A, senior to the Class M
Certificates,
Class SB
Certificates
and Class R
Certificates
with respect to
distributions
and the
allocation of Realized
Losses as set forth in Section 4.05, and evidencing (i) an interest
designated
as a "regular
interest" in REMIC III for purposes of the REMIC
Provisions,
(ii) the right to receive
payments under the Swap Agreement and the SB-AM Swap
Agreement,
(iii) the right to receive Basis Risk
Shortfalls
and (iv) an obligation to pay the Class IO Distribution Amount.
Class A Principal
Distribution
Amount:
With respect to any Distribution
Date (i) prior to the Stepdown
Date or on or after the Stepdown Date if a Trigger
Event is in effect for that
Distribution
Date,
the Principal
Distribution
Amount for that
Distribution Date or (ii) on or after the Stepdown Date if a
Trigger Event is not in
effect for that Distribution Date, the lesser of:
(i) the Principal Distribution Amount for that Distribution Date;
and
(ii)the
excess,
if any,
of (A) the
aggregate
Certificate
Principal
Balance of the Class A
Certificates
immediately
prior to that
Distribution
Date over (B) the lesser of (x) the
product
of (1) the
applicable
Subordination
Percentage and (2) the aggregate
Stated
Principal
Balance of the Mortgage Loans after giving
effect to
distributions
to be made on that
Distribution
Date and (y) the excess,
if any, of the aggregate
Stated
Principal
Balance of the
Mortgage
Loans after
giving
effect to
distributions
to be made on that
Distribution Date, over the Overcollateralization Floor.
Class A-1
Certificate:
The Class A-1
Certificates,
executed by the Trustee
and
authenticated
by the
Certificate Registrar substantially in the form annexed to the
Standard Terms as Exhibit A.
Class A-1 Margin:
With respect to any Distribution
Date prior to the first
Distribution
Date after the
first possible
Optional
Termination
Date,
0.140% per annum, and on any Distribution
Date on or after the first
Distribution Date after the first possible Optional Termination
Date, 0.280% per annum.
Class A-2
Certificate:
The Class A-2
Certificates,
executed by the Trustee
and
authenticated
by the
Certificate Registrar substantially in the form annexed to the
Standard Terms as Exhibit A.
Class A-2 Margin:
With respect to any Distribution
Date prior to the first
Distribution
Date after the
first possible
Optional
Termination
Date,
0.170% per annum, and on any Distribution
Date on or after the first
Distribution Date after the first possible Optional Termination
Date, 0.340% per annum.
Class A-3
Certificate:
The Class A-3
Certificates,
executed by the Trustee
and
authenticated
by the
Certificate Registrar substantially in the form annexed to the
Standard Terms as Exhibit A.
Class A-3 Margin:
With respect to any Distribution
Date prior to the first
Distribution
Date after the
first possible
Optional
Termination
Date,
0.220% per annum, and on any Distribution
Date on or after the first
Distribution Date after the first possible Optional Termination
Date, 0.440% per annum.
Class A-P Certificates:
None.
Class IO Distribution Amount:
As defined in Section 4.09(e).
Class M Certificates:
Collectively,
the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
M-6
and Class M-7 Certificates.
Class M-1
Certificate:
Any one of the Class M-1 Certificates
executed by the Trustee and
authenticated
by the Certificate
Registrar
substantially
in the form annexed to the Standard Terms as Exhibit B, senior to
the
Class M-2, Class M-3,
Class M-4,
Class M-5, Class M-6, Class M-7, Class SB and Class R Certificates
with respect
to
distributions
and the
allocation
of Realized
Losses as set forth in Section
4.05,
and
evidencing
(i) an
interest
designated as a "regular
interest" in REMIC III for purposes of the REMIC Provisions,
(ii) the right to
receive
payments
under the Swap
Agreement
and the SB-AM Swap
Agreement,
(iii) the right to receive Basis Risk
Shortfalls and (iv) an obligation to pay the Class IO Distribution
Amount.
Class M-1 Margin:
With respect to any Distribution
Date prior to the first
Distribution
Date after the
first possible
Optional
Termination
Date,
0.360% per annum, and on any Distribution
Date on or after the first
Distribution Date after the first possible Optional Termination
Date, 0.540% per annum.
Class
M-1
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date
(i)
prior to the
Stepdown
Date or on or after the Stepdown
Date if a Trigger Event is in effect for that
Distribution
Date,
the
remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the Class A Principal
Distribution
Amount
or
(ii) on or
after
the
Stepdown
Date if a
Trigger
Event
is not in
effect
for
that
Distribution Date, the lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of
the Class A Principal Distribution Amount; and
(ii)
the excess,
if any, of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the
Class A
Certificates (after taking into account the payment of the Class A
Principal
Distribution Amount for that
Distribution Date) and (2) the
Certificate
Principal Balance of the Class M-1
Certificates
immediately prior to
that Distribution Date over (B) the lesser of (x) the product of
(1) the
applicable
Subordination
Percentage and
(2) the
aggregate Stated
Principal
Balance of the Mortgage Loans after giving effect to distributions
to be made
on that
Distribution
Date and (y) the excess,
if any, of the aggregate Stated Principal
Balance of the Mortgage
Loans after giving effect to distributions
to be made on that
Distribution
Date, over the
Overcollateralization
Floor.
Class M-2
Certificate:
Any one of the Class M-2 Certificates
executed by the Trustee and
authenticated
by the Certificate
Registrar
substantially
in the form annexed to the Standard Terms as Exhibit B, senior to
the
Class M-3,
Class
M-4,
Class
M-5,
Class M-6,
Class
M-7,
Class SB and Class R
Certificates
with
respect to
distributions
and the
allocation of Realized
Losses as set forth in Section 4.05, and evidencing (i) an interest
designated
as a "regular
interest" in REMIC III for purposes of the REMIC
Provisions,
(ii) the right to receive
payments under the Swap Agreement and the SB-AM Swap
Agreement,
(iii) the right to receive Basis Risk
Shortfalls
and (iv) an obligation to pay the Class IO Distribution Amount.
Class M-2 Margin:
With respect to any Distribution
Date prior to the first
Distribution
Date after the
first possible
Optional
Termination
Date,
0.380% per annum, and on any Distribution
Date on or after the first
Distribution Date after the first possible Optional Termination
Date, 0.570% per annum.
Class
M-2
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date
(i)
prior to the
Stepdown
Date or on or after the Stepdown
Date if a Trigger Event is in effect for that
Distribution
Date,
the
remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the Class A Principal
Distribution
Amount
and
Class M-1
Principal
Distribution
Amount
or (ii) on or after the
Stepdown
Date if a
Trigger Event is not in effect for that Distribution Date, the
lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of
the Class A Principal Distribution Amount and the Class M-1
Principal Distribution Amount; and
(ii)
the excess,
if any, of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the
Class A
Certificates and Class M-1
Certificates
(after taking into account the payment of the Class A
Principal
Distribution
Amount and the
Class M-1
Principal
Distribution
Amount for that
Distribution
Date) and
(2) the
Certificate
Principal
Balance of the Class M-2
Certificates
immediately
prior to that
Distribution
Date over
(B) the lesser of (x) the
product of (1) the
applicable
Subordination
Percentage and (2) the
aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to distributions
to be made on that
Distribution Date
and (y) the excess,
if any, of the aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect
to distributions to be made on that Distribution Date, over the
Overcollateralization Floor.
Class M-3
Certificate:
Any one of the Class M-3 Certificates
executed by the Trustee and
authenticated
by the Certificate
Registrar
substantially
in the form annexed to the Standard Terms as Exhibit B, senior to
the
Class M-4, Class M-5, Class M-6, Class M-7,
Class SB and Class R Certificates
with respect to
distributions
and
the allocation of Realized
Losses as set forth in Section 4.05,
and
evidencing
(i) an interest
designated as a
"regular interest" in REMIC III for purposes of the REMIC
Provisions,
(ii) the right to receive payments under the
Swap
Agreement
and the SB-AM
Swap
Agreement,
(iii) the right to
receive
Basis
Risk
Shortfalls
and (iv) an
obligation to pay the Class IO Distribution Amount.
Class M-3 Margin:
With respect to any Distribution
Date prior to the first
Distribution
Date after the
first possible
Optional
Termination
Date,
0.450% per annum, and on any Distribution
Date on or after the first
Distribution Date after the first possible Optional Termination
Date, 0.675% per annum.
Class
M-3
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date
(i)
prior to the
Stepdown
Date or on or after the Stepdown
Date if a Trigger Event is in effect for that
Distribution
Date,
the
remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the Class A Principal
Distribution Amount,
Class M-1 Principal
Distribution Amount and Class M-2 Principal
Distribution Amount or (ii)
on or after the Stepdown Date if a Trigger Event is not in effect
for that Distribution Date, the lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of
the Class A
Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount and
Class M-2
Principal
Distribution Amount; and
(ii)
the excess,
if any, of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the
Class A,
Class M-1 and
Class M-2
Certificates
(after
taking into account the payment of the Class A
Principal
Distribution
Amount, the Class M-1 Principal
Distribution Amount and the Class M-2 Principal
Distribution Amount
for that Distribution Date) and (2) the
Certificate
Principal Balance of the Class M-3
Certificates
immediately
prior to that
Distribution
Date over
(B) the
lesser of
(x) the
product of
(1) the
applicable
Subordination
Percentage
and
(2) the
aggregate
Stated
Principal
Balance
of the
Mortgage
Loans
after
giving
effect
to
distributions to be made on that
Distribution
Date and (y) the excess,
if any, of the aggregate Stated Principal
Balance of the Mortgage Loans after giving effect to distributions
to be made on that
Distribution
Date, over the
Overcollateralization Floor.
Class M-4
Certificate:
Any one of the Class M-4 Certificates
executed by the Trustee and
authenticated
by the Certificate
Registrar
substantially
in the form annexed to the Standard Terms as Exhibit B, senior to
the
Class
M-5,
Class
M-6,
Class M-7,
Class SB and Class R
Certificates
with
respect
to
distributions
and the
allocation
of
Realized
Losses as set forth in Section
4.05,
and
evidencing
(i) an interest
designated
as a
"regular interest" in REMIC III for purposes of the REMIC
Provisions,
(ii) the right to receive payments under the
Swap
Agreement
and the SB-AM
Swap
Agreement,
(iii) the right to
receive
Basis
Risk
Shortfalls
and (iv) an
obligation to pay the Class IO Distribution Amount.
Class M-4 Margin:
With respect to any Distribution
Date prior to the first
Distribution
Date after the
first possible
Optional
Termination
Date,
0.520% per annum, and on any Distribution
Date on or after the first
Distribution Date after the first possible Optional Termination
Date, 0.780% per annum.
Class
M-4
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date
(i)
prior to the
Stepdown
Date or on or after the Stepdown
Date if a Trigger Event is in effect for that
Distribution
Date,
the
remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the Class A Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
Class M-2
Principal
Distribution
Amount
and
Class M-3
Principal
Distribution Amount or (ii) on or after the Stepdown Date if a
Trigger Event is not in effect
for that Distribution Date, the lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of
the
Class A
Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
Class M-2
Principal
Distribution Amount and Class M-3 Principal Distribution Amount;
and
(ii)
the excess,
if any, of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the
Class A,
Class M-1,
Class M-2
and Class M-3
Certificates
(after taking into account the payment of the Class A
Principal
Distribution Amount, the Class M-1 Principal
Distribution Amount, the Class M-2 Principal
Distribution
Amount
and the
Class M-3
Principal
Distribution
Amount for that
Distribution
Date) and
(2) the
Certificate
Principal
Balance of the Class M-4
Certificates
immediately
prior to that Distribution Date over (B) the lesser
of (x) the product of (1) the
applicable
Subordination
Percentage and (2) the aggregate Stated Principal Balance
of the
Mortgage
Loans after
giving
effect to
distributions
to be made on that
Distribution
Date and (y) the
excess,
if any,
of the
aggregate
Stated
Principal
Balance
of the
Mortgage
Loans
after
giving
effect
to
distributions to be made on that Distribution Date, over the
Overcollateralization Floor.
Class M-5
Certificate:
Any one of the Class M-5 Certificates
executed by the Trustee and
authenticated
by the Certificate
Registrar
substantially
in the form annexed to the Standard Terms as Exhibit B, senior to
the
Class M-6,
Class M-7,
Class SB and Class R
Certificates
with respect to
distributions
and the
allocation
of
Realized
Losses as set forth in Section 4.05, and evidencing
(i) an interest
designated as a "regular
interest"
in REMIC III for purposes of the REMIC
Provisions,
(ii) the right to receive
payments
under the Swap
Agreement
and the SB-AM Swap
Agreement,
(iii) the right to receive Basis Risk
Shortfalls and (iv) an obligation to pay the
Class IO Distribution Amount.
Class M-5 Margin:
With respect to any Distribution
Date prior to the first
Distribution
Date after the
first possible
Optional
Termination
Date,
1.050% per annum, and on any Distribution
Date on or after the first
Distribution Date after the first possible Optional Termination
Date, 1.575% per annum.
Class
M-5
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date
(i)
prior to the
Stepdown
Date or on or after the Stepdown
Date if a Trigger Event is in effect for that
Distribution
Date,
the
remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the Class A Principal
Distribution Amount,
Class M-1 Principal Distribution Amount,
Class M-2 Principal Distribution Amount,
Class M-3
Principal
Distribution
Amount and Class M-4
Principal
Distribution Amount or (ii) on or after the Stepdown Date
if a Trigger Event is not in effect for that Distribution Date, the
lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of
the Class A Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
the Class M-2
Principal
Distribution Amount, Class M-3 Principal Distribution Amount and
Class M-4 Principal Distribution Amount; and
(ii)
the excess,
if any, of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the
Class A, Class M-1,
Class M-2,
Class M-3 and Class M-4 Certificates (after taking into account the
payment of the
Class A Principal
Distribution
Amount,
the Class M-1
Principal
Distribution
Amount,
the Class M-2
Principal
Distribution
Amount, the Class M-3 Principal
Distribution Amount and the Class M-4 Principal
Distribution Amount
for that Distribution Date) and (2) the
Certificate
Principal Balance of the Class M-5
Certificates
immediately
prior to that
Distribution
Date over
(B) the
lesser of
(x) the
product of
(1) the
applicable
Subordination
Percentage
and
(2) the
aggregate
Stated
Principal
Balance
of the
Mortgage
Loans
after
giving
effect
to
distributions to be made on that
Distribution
Date and (y) the excess,
if any, of the aggregate Stated Principal
Balance of the Mortgage Loans after giving effect to distributions
to be made on that
Distribution
Date, over the
Overcollateralization Floor.
Class M-6
Certificate:
Any one of the Class M-6 Certificates
executed by the Trustee and
authenticated
by the Certificate
Registrar
substantially
in the form annexed to the Standard Terms as Exhibit B, senior to
the
Class M-7, Class SB and Class R Certificates
with respect to
distributions
and the allocation of Realized Losses
as set forth in Section 4.05, and evidencing
(i) an interest
designated as a "regular
interest" in REMIC III for
purposes of the REMIC
Provisions,
(ii) the right to receive
payments under the Swap Agreement and the SB-AM Swap
Agreement,
(iii)
the
right
to
receive
Basis
Risk
Shortfalls
and
(iv) an
obligation
to pay the
Class IO
Distribution Amount.
Class M-6 Margin:
With respect to any Distribution
Date prior to the first
Distribution
Date after the
first possible
Optional
Termination
Date,
1.500% per annum, and on any Distribution
Date on or after the first
Distribution Date after the first possible Optional Termination
Date, 2.250% per annum.
Class
M-6
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date
(i)
prior to the
Stepdown
Date or on or after the Stepdown
Date if a Trigger Event is in effect for that
Distribution
Date,
the
remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the Class A Principal
Distribution Amount,
Class M-1 Principal Distribution Amount,
Class M-2 Principal Distribution Amount,
Class M-3
Principal Distribution Amount,
Class M-4 Principal Distribution Amount and Class M-5 Principal
Distribution Amount
or (ii) on or after the Stepdown Date if a Trigger Event is not in
effect for that
Distribution
Date,
the lesser
of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of
the Class A Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
the Class M-2
Principal
Distribution
Amount,
Class M-3 Principal
Distribution
Amount,
Class M-4 Principal
Distribution Amount and the
Class M-5 Principal Distribution Amount; and
(ii)
the excess,
if any, of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the
Class A,
Class M-1,
Class M-2,
Class M-3,
Class M-4 and Class M-5
Certificates
(after taking into account the
payment of the Class A Principal
Distribution
Amount, the Class M-1 Principal
Distribution Amount, the Class M-2
Principal
Distribution Amount, the Class M-3 Principal
Distribution Amount, the Class M-4 Principal
Distribution
Amount
and the Class M-5
Distribution
Amount
for that
Distribution
Date) and
(2) the
Certificate
Principal
Balance of the Class M-6
Certificates
immediately
prior to that Distribution Date over (B) the lesser of (x) the
product of (1) the
applicable
Subordination
Percentage and (2) the
aggregate
Stated
Principal
Balance of the
Mortgage Loans after giving effect to distributions
to be made on that
Distribution
Date and (y) the excess,
if
any, of the aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to
distributions to be
made on that Distribution Date, over the Overcollateralization
Floor.
Class M-7
Certificate:
Any one of the Class M-7 Certificates
executed by the Trustee and
authenticated
by the Certificate
Registrar
substantially
in the form annexed to the Standard Terms as Exhibit B, senior to
the
Class SB
Certificates
and Class R
Certificates
with respect to
distributions
and the
allocation
of Realized
Losses as set forth in Section 4.05,
and evidencing
(i) an interest
designated as a "regular
interest" in REMIC
III for purposes of the REMIC
Provisions,
(ii) the right to receive
payments
under the Swap
Agreement
and the
SB-AM Swap
Agreement,
(iii) the right to receive Basis Risk Shortfalls and (iv) an
obligation to pay the Class IO
Distribution Amount.
Class M-7 Margin:
With respect to any Distribution
Date prior to the first
Distribution
Date after the
first possible
Optional
Termination
Date,
1.500% per annum, and on any Distribution
Date on or after the first
Distribution Date after the first possible Optional Termination
Date, 2.250% per annum.
Class
M-7
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date
(i)
prior to the
Stepdown
Date or on or after the Stepdown
Date if a Trigger Event is in effect for that
Distribution
Date,
the
remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the Class A Principal
Distribution Amount,
Class M-1 Principal Distribution Amount,
Class M-2 Principal Distribution Amount,
Class M-3
Principal
Distribution
Amount,
Class M-4 Principal
Distribution Amount, Class M-5 Distribution Amount and Class
M-6
Distribution
Amount
or (ii) on or after the
Stepdown
Date if a
Trigger
Event is not in
effect
for that
Distribution Date, the lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of
the Class A Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
the Class M-2
Principal
Distribution Amount,
Class M-3 Principal
Distribution Amount,
Class M-4 Principal Distribution Amount, Class M-5
Principal Distribution Amount and Class M-6 Principal Distribution
Amount; and
(ii)
the excess,
if any, of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the
Class A,
Class M-1,
Class M-2,
Class M-3,
Class M-4,
Class M-5 and Class M-6
Certificates
(after taking into
account the payment of the Class A Principal
Distribution
Amount, the Class M-1
Principal
Distribution
Amount,
the Class M-2 Principal
Distribution Amount, the Class M-3 Principal
Distribution Amount, the Class M-4 Principal
Distribution
Amount, the Class M-5 Principal
Distribution Amount and Class M-6 Principal
Distribution Amount for
that Distribution Date) and (2) the Certificate Principal Balance
of the Class M-7
Certificates
immediately prior
to that Distribution
Date over (B) the lesser of (x) the product of (1) the
applicable
Subordination
Percentage
and (2) the
aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to distributions
to be
made on that
Distribution
Date and (y) the
excess,
if any, of the
aggregate
Stated
Principal
Balance of the
Mortgage
Loans
after
giving
effect
to
distributions
to
be
made
on
that
Distribution
Date,
over
the
Overcollateralization Floor.
Class R Certificate:
Any one of the Class R-I, Class R-II, Class R-III or Class R-X
Certificates.
Class R-I
Certificate:
Any one of the Class R-I Certificates
executed by the Trustee and
authenticated
by the Certificate
Registrar
substantially
in the form annexed to the Standard Terms as Exhibit D and
evidencing
an interest designated as a "residual interest" in REMIC I for
purposes of the REMIC Provisions.
Class
R-II
Certificate:
Any
one
of
the
Class
R-II
Certificates
executed
by
the
Trustee
and
authenticated
by the Certificate
Registrar
substantially
in the form annexed to the Standard Terms as Exhibit D
and evidencing an interest designated as a "residual interest" in
REMIC II for purposes of the REMIC Provisions.
Class
R-III
Certificate:
Any
one
of
the
Class
R-III
Certificates
executed
by
the
Trustee
and
authenticated
by the Certificate
Registrar
substantially
in the form annexed to the Standard Terms as Exhibit D
and evidencing an interest designated as a "residual interest" in
REMIC III for purposes of the REMIC Provisions.
Class R-X
Certificate:
Any one of the Class R-X Certificates
executed by the Trustee and
authenticated
by the Certificate
Registrar
substantially
in the form annexed to the Standard Terms as Exhibit D and
evidencing
ownership of an interest designated as a "residual interest" in
REMIC IV for purposes of the REMIC Provisions.
Class SB Certificate:
Any one of the Class SB Certificates
executed by the Trustee and
authenticated by
the
Certificate
Registrar
substantially
in the form set forth on Exhibit
Eleven-A
hereto,
subordinate to the
Class A Certificates and Class M Certificates
with respect to distributions
and the allocation of Realized Losses
as set forth in Section
4.05,
and
evidencing
ownership
of the REMIC IV Regular
Interests
for purposes of the
REMIC
Provisions,
together
with certain
rights to payments
under the Swap
Agreement for purposes of the REMIC
Provisions and certain obligations with respect to payments of
Basis Risk Shortfalls.
Clearstream:
Clearstream Banking, societe anonyme.
Closing Date:
February 27, 2007.
Collateral
Account:
The separate
account
created and maintained
pursuant to Section
4.09(h)
hereof,
which shall be entitled
"DEUTSCHE
BANK TRUST COMPANY
AMERICAS,
as trustee,
in trust for the Barclays Bank PLC"
and which must be an Eligible Account.
Corporate
Trust
Office:
The
principal
office
of the
Trustee
at
which at any
particular
time its
corporate
trust business with respect to this
Agreement
shall be
administered,
which office at the date of the
execution
of this
instrument
is
located
at 1761 East St.
Andrew
Place,
Santa
Ana,
California
92705-4934,
Attention: Residential Funding Company, LLC, RALI 2007-QH2.
Custodial
File:
Any mortgage
loan document in the Mortgage File that is required to be delivered
to the
Trustee or the Custodian pursuant to Section 2.01(b) of this
Agreement.
Cut-off Date Balance:
$350,176,039.75.
Cut-off Date:
February 1, 2007.
Defaulting Party:
As defined in the Swap Agreement.
Deferred
Interest:
The amount of interest
which is
deferred
and added to the
principal
balance of a
Mortgage
Loan due to negative
amortization.
For
purposes of REMIC I,
Deferred
Interest
shall be allocated as
follows:
first,
to REMIC I Regular
Interest
A-I in
reduction
of the
portion
of the
Uncertificated
Accrued
Interest thereon
distributable on the related
Distribution
Date; second, to the extent of any remaining amounts,
to REMIC I Regular
Interests
I-1-A
through
I-59-B in
reduction
of the portion of the
Uncertificated
Accrued
Interest
distributable thereon on the related Distribution Date, starting
with the lowest numerical
denomination,
allocated
pro rata
between such REMIC I Regular
Interests
in
accordance
with their
Uncertificated
Principal
Balances,
until the Uncertificated
Accrued Interest
distributable on the related
Distribution Date on either of
such REMIC I Regular
Interests is reduced to zero, and
thereafter to the remaining the REMIC I Regular
Interests
sequentially,
in each case subject to and in accordance with the prior
allocation
provisions;
and third, to the
extent of any remaining
amounts,
to REMIC I Regular
Interests I_1-A through I-59-B in reduction of any remaining
portion of the Uncertificated
Accrued Interest
distributable
thereon on the related
Distribution Date, starting
with the lowest
numerical
denomination,
allocated pro rata between such REMIC I Regular
Interests in accordance
with their
Uncertificated
Principal
Balances,
until the
Uncertificated
Accrued Interest
distributable on the
related
Distribution
Date on both of such REMIC I Regular
Interests is reduced to zero,
and
thereafter
to the
remaining
REMIC I
Regular
Interests
sequentially,
in each case
subject
to and in
accordance
with the prior
allocation
provisions.
For
purposes
of REMIC II,
Deferred
Interest
shall be
allocated
to REMIC II
Regular
Interest
LT1 in reduction of the portion of the
Uncertificated
Accrued
Interest
thereon
distributable
on the
related
Distribution
Date.
In each case any reduction in
Uncertificated
Accrued
Interest on a
Uncertificated
REMIC Regular Interest shall result in an increase in the
Uncertificated
Principal
Balance thereof to the extent
of such reduction.
Definitive Certificate:
Any definitive, fully registered Certificate.
Determination Date:
With respect to any Distribution Date, the second Business Day
prior to each
Distribution Date.
Discount Net Mortgage Rate:
Not applicable.
Due Period:
With respect to each
Distribution
Date, the calendar month in which such
Distribution Date
occurs.
Early Termination Date:
Shall have the meaning set forth in the Swap Agreement.
Euroclear:
Euroclear Bank, S.A./NA, as operator of The Euroclear System.
Excess Bankruptcy Loss:
Not applicable.
Excess Cash Flow:
With respect to any
Distribution
Date,
an amount equal to the sum of (A) the
excess
of (i) the
Available
Distribution
Amount
for that
Distribution
Date over
(ii) the
sum of
(a) the
Interest
Distribution
Amount for that
Distribution
Date and (b) the
lesser of (1) the
aggregate
Certificate
Principal
Balance of Class A
Certificates and Class M
Certificates
immediately prior to such Distribution Date and (2) the
Principal
Remittance
Amount for that
Distribution
Date to the extent not applied to pay interest on the Class A
Certificates
and
Class M
Certificates
on such
Distribution
Date and (B) the
Overcollateralization
Reduction
Amount, if any, for that Distribution Date.
Excess Fraud Loss:
Not applicable.
Excess
Overcollateralization
Amount:
With respect to any Distribution
Date, the excess, if any, of (a)
the Overcollateralization Amount on such Distribution Date over (b)
the Required Overcollateralization Amount.
Excess Special Hazard Loss:
Not applicable.
Excess Subordinate Principal Amount:
Not applicable.
Expense
Fee Rate:
With
respect to any
Mortgage
Loan as of any date of
determination,
the sum of the
Servicing Fee Rate and the rate per annum at which the Subservicing
Fee accrues.
Gross
Margin:
With
respect
to each
Mortgage
Loan,
the fixed
percentage
set
forth in the
related
Mortgage Note and indicated on the Mortgage Loan Schedule
attached
hereto as the "NOTE MARGIN," which
percentage
is added to the related Index on each
Adjustment
Date to determine
(subject to rounding in
accordance
with the
related
Mortgage
Note,
the Periodic Cap, the Maximum
Mortgage Rate and the Minimum
Mortgage Rate) the interest
rate to be borne by such Mortgage Loan until the next Adjustment
Date.
Index:
With respect to any Mortgage Loan and as to any
Adjustment
Date
therefor,
the related index as
stated in the related Mortgage Note.
Initial Subordinate Class Percentage:
Not applicable.
Interest
Accrual Period:
With respect to the Distribution
Date in March 2007, the period
commencing on
the
Closing
Date and ending on the day
immediately
preceding
the
Distribution
Date in March
2007,
and with
respect
to any
Distribution
Date
after the
Distribution
Date in March
2007,
the
period
commencing
on the
Distribution
Date in the month
immediately
preceding the month in which such Distribution Date occurs and
ending
on the day immediately preceding such Distribution Date.
Interest
Carryforward
Amount:
With respect to any Class of Class A Certificates or Class M
Certificates
and any Distribution
Date, the sum of (a) on any Distribution
Date on which the Pass-Through Rate is equal to the
Available
Funds Rate,
the excess,
if any, of (i) Accrued
Certificate
Interest for such Class
assuming the Net
Rate Cap for such
Distribution
Date was
equal to the Net WAC Cap Rate
over (ii)
Accrued
Certificate
Interest
calculated
based on such
Available
Funds Rate and (b) interest on the amount
calculated
pursuant to clause (a)
for any prior
Distribution
Date that
remains
unreimbursed
at the lesser of (x) a per annum rate equal to LIBOR
and the related Margin and (y) the related Net WAC Cap Rate for
such Distribution Date.
Interest
Distribution
Amount:
For any Distribution
Date, the aggregate of the amounts payable pursuant
to Section 4.02(c)(i).
Interest Only Certificates:
None.
Interest
Remittance
Amount:
With
respect
to any
Distribution
Date,
the
portion
of the
Available
Distribution
Amount for such
Distribution
Date attributable to interest received or advanced with respect to
the
Mortgage
Loans net of the Expense Fee Rate and net of any Net Swap Payments
or Swap
Termination
Payments not due
to a Swap Counterparty Trigger Event.
LIBOR:
With respect to any Distribution
Date, the arithmetic mean of the London
interbank
offered rate
quotations
for one-month
U.S.
Dollar
deposits,
expressed on a per annum basis,
determined in accordance
with
Section 1.02.
LIBOR
Business
Day:
Any day
other
than
(i) a
Saturday
or
Sunday
or (ii) a day on
which
banking
institutions in London, England are required or authorized to by
law to be closed.
LIBOR Certificates:
The Class A Certificates and Class M Certificates.
LIBOR Rate
Adjustment
Date:
With
respect to each
Distribution
Date,
the second
LIBOR
Business Day
immediately preceding the commencement of the related Interest
Accrual Period.
Liquidation Proceeds:
As defined in the Standard Terms but excluding Subsequent
Recoveries.
Margin:
The Class A-1 Margin,
Class A-2 Margin,
Class A-3 Margin,
Class M-1 Margin,
Class M-2 Margin,
Class M-3 Margin, Class M-4 Margin, Class M-5 Margin, Class M-6
Margin and Class M-7 Margin, as applicable.
Marker
Rate:
With
respect to the Class SB
Certificates
or REMIC III
Regular
Interest
SB-IO and any
Distribution
Date, in relation to the REMIC II Regular
Interests LT1, LT2, LT3 and LT4, a per annum rate equal to
two (2)
times the
weighted
average
of the
Uncertificated
REMIC II
Pass-Through
Rates
for REMIC II
Regular
Interest LT2 and REMIC II Regular Interest LT3.
Maturity Date:
March 25, 2037, the Distribution
Date in the month of the latest scheduled
maturity date
of any Mortgage Loan.
Maximum
Mortgage
Rate: As to any Mortgage
Loan,
the per annum rate indicated in Mortgage Loan Schedule
hereto attached
hereto as the "NOTE
CEILING,"
which rate is the maximum
interest rate that may be applicable to
such Mortgage Loan at any time during the life of such Mortgage
Loan.
Maximum Net Mortgage
Rate: As to any Mortgage Loan and any date of
determination,
the Maximum
Mortgage
Rate minus the Expense Fee Rate.
Mortgage Loan Schedule:
The list or lists of the Mortgage
Loans attached
hereto as Exhibit One ( and as
amended from time to time to reflect the
addition of Qualified
Substitute
Mortgage
Loans),
which list or lists
shall set forth the following information as to each Mortgage Loan:
(i)
the Mortgage Loan identifying number ("RFC LOAN #");
(ii)
the maturity of the Mortgage Note ("MATURITY DATE");
(iii)
the Mortgage Rate as of origination ("ORIG RATE");
(iv)
the Mortgage Rate as of the Cut-off Date ("CURR RATE");
(v)
the Net Mortgage Rate as of the Cut-off Date ("CURR NET");
(vi)
the
scheduled
monthly
payment of
principal,
if any,
and
interest
as of the
Cut-off
Date
("ORIGINAL P & I" or "CURRENT P & I");
(vii)
the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(viii)
the Maximum Mortgage Rate ("NOTE CEILING");
(ix)
the maximum Net Mortgage Rate ("NET CEILING");
(x)
the Note Margin ("NOTE MARGIN");
(xi)
the Note Margin ("NOTE MARGIN");
(xii)
the Periodic Cap ("PERIODIC DECR" or "PERIODIC INCR");
(xiii)
the rounding of the semi-annual or annual adjustment to the
Mortgage Rate ("NOTE METHOD");
(xiv)
the Loan-to-Value Ratio at origination ("LTV");
(xv)
the rate at which the
Subservicing
Fee accrues
("SUBSERV
FEE") and at which the Servicing Fee
accrues ("MSTR SERV FEE");
(xvi)
a code "T," "BT" or "CT" under the column "LN
FEATURE,"
indicating
that the
Mortgage
Loan is
secured by a second or vacation residence; and
(xvii)
a code "N" under the
column
"OCCP
CODE,"
indicating
that the
Mortgage
Loan is secured by a
non-owner occupied residence.
Such
schedule
may
consist
of
multiple
reports
that
collectively
set forth all of the
information
required.
Mortgage Rate:
With respect to any Mortgage
Loan, the interest rate borne by the related
Mortgage Note,
or any
modification
thereto
other than a Servicing
Modification.
The Mortgage
Rate on each Mortgage Loan will
adjust on each
Adjustment
Date to equal the sum
(rounded
to the
nearest
multiple of one eighth of one percent
(0.125%)
or up to the nearest
one-eighth
of one
percent,
which are
indicated
by a "U" on the
Mortgage
Loan
Schedule,
except in the case of the Mortgage
Loans
indicated by an "X" on the Mortgage Loan
Schedule
under the
heading
"NOTE
METHOD"),
of the
related
Index plus the Note
Margin,
in each case
subject
to the
applicable
Periodic Cap, Maximum Mortgage Rate and Minimum Mortgage Rate.
Net Mortgage
Rate:
With respect to any Mortgage Loan as of any date of
determination,
a per annum rate
equal to the Mortgage Rate for such Mortgage Loan as of such date
minus the related Expense Fee Rate.
Net Rate
Cap:
With
respect
to any
Class of Class A
Certificates
and
Class M
Certificates
and any
Distribution Date, the lesser of (i) the Net WAC Cap Rate and (ii)
the Available Funds Rate.
Net Swap Payment:
With respect to each
Distribution
Date, the net payment
required to be made pursuant
to the terms of the Swap Agreement by either the Swap Counterparty
or the Supplemental
Interest Trust Trustee,
on
behalf of the
Supplemental
Interest
Trust,
which net payment
shall not take into account any Swap
Termination
Payment.
Net WAC Cap Rate: With respect to the Offered
Certificates
and any
Distribution
Date, a per annum rate
(which
will not be less than zero)
equal to (i) the
product of
(a)
the
weighted
average of the Net
Mortgage
Rates (or, if
applicable,
the Modified Net Mortgage
Rates) on the Mortgage Loans using the Net Mortgage Rates in
effect for the Monthly
Payments due on the Mortgage Loans during the related Due Period,
weighted on the basis of
the respective Stated Principal
Balances thereof for such
Distribution
Date, and (b) a fraction the numerator of
which is 30 and the
denominator
of which is the actual
number of days in the
related
Interest
Accrual
Period
minus (ii) the
product of (a) a fraction,
expressed as a percentage,
the numerator of which is the amount of any
Net Swap
Payments
or Swap
Termination
Payment
not due to a Swap
Counterparty
Trigger
Event owed to the Swap
Counterparty as of such
Distribution
Date and the denominator of which is the aggregate Stated Principal
Balance
of the Mortgage
Loans before giving effect to
distributions
of principal to be made on that
Distribution
Date,
and (b) a
fraction
expressed as a percentage,
the numerator of which is 360 and the
denominator of which is the
actual number of days in the related Interest Accrual Period.
Note Margin:
With respect to each Mortgage Loan, the fixed
percentage set forth in the related
Mortgage
Note and
indicated
in Exhibit One hereto as the "NOTE
MARGIN,"
which
percentage
is added to the Index on each
Adjustment Date to determine
(subject to rounding in accordance with the related
Mortgage Note, the Periodic Cap,
the Maximum
Mortgage
Rate and the Minimum
Mortgage
Rate) the interest
rate to be borne by such
Mortgage
Loan
until the next Adjustment Date.
Notional Amount:
With respect to any Distribution Date and the Class SB
Certificates,
100% of the Stated
Principal
Balance of the Mortgage Loans
immediately
prior to such
Distribution
Date. For REMIC purposes,
with
respect to the Class SB Certificates or REMIC III Regular
Interest SB-IO,
immediately
prior to any
Distribution
Date, the aggregate of the Uncertificated Principal Balances of the
REMIC II Regular Interests.
Offered Certificates:
The Class A Certificates and the Class M Certificates.
Optional
Termination
Date:
Any
Distribution
Date on or after
which the
aggregate
Stated
Principal
Balance (after giving effect to distributions to be made on such
Distribution
Date) of the Mortgage Loans is less
than 10.00% of the Cut-off Date Balance.
Overcollateralization
Amount:
With
respect to any
Distribution
Date,
the excess,
if any, of (a) the
aggregate Stated
Principal
Balance of the Mortgage Loans before giving effect to distributions
of principal to be
made on such
Distribution Date over (b) the aggregate
Certificate
Principal Balance of the Class A
Certificates
and Class M
Certificates
before taking into account
distributions
of principal to be made on such
Distribution
Date.
Overcollateralization Floor: An amount equal to the product of
0.50% and the Cut-off Date Balance.
Overcollateralization
Increase Amount:
With respect to any
Distribution
Date, the lesser of (a) Excess
Cash Flow for that Distribution
Date (to the extent not used to cover the amounts described in
clauses
(b)(v) and
(vi) of the
definition
of
Principal
Distribution
Amount as of such
Distribution
Date) and (b) the
excess of
(1) the Required
Overcollateralization Amount for such Distribution Date over (2)
the Overcollateralization Amount
for such Distribution Date.
Overcollateralization
Reduction
Amount:
With
respect
to any
Distribution
Date on which
the
Excess
Overcollateralization
Amount
is,
after
taking
into
account
all
other
distributions
to
be
made
on
such
Distribution
Date, greater than zero, the
Overcollateralization
Reduction Amount shall be equal to the lesser of
(i) the Excess
Overcollateralization
Amount prior to that
Distribution
Date and (ii) the
Principal
Remittance
Amount on such Distribution Date.
Pass-Through
Rate: With respect to each class of Certificates
(other than the Class SB Certificates
and
Class R
Certificates)
and any
Distribution
Date,
the
lesser of (i) a per annum
rate
equal to LIBOR plus the
related Margin for such Distribution Date and (ii) the Net Rate Cap
for such Distribution Date.
With respect to the Class SB Certificates or REMIC III Regular
Interest SB-IO and any
Distribution
Date,
a rate per annum
equal to the
percentage
equivalent
of a
fraction,
the
numerator
of which is the sum of the
amounts
calculated
pursuant to clauses (i) through
(iii) below,
and the
denominator
of which is the aggregate
principal
balance of the REMIC II Regular
Interests.
For purposes of calculating the
Pass-Through
Rate for the
Class SB
Certificates
or REMIC III Regular
Interest
SB-IO,
the
numerator is equal to the sum of the following
components:
(i)
the
Uncertificated
Pass-Through
Rate for REMIC II Regular
Interest LT1 minus the Marker Rate,
applied to a notional amount equal to the Uncertificated Principal
Balance of REMIC II Regular Interest LT1;
(ii)
the
Uncertificated
Pass-Through
Rate for REMIC II Regular
Interest LT2 minus the Marker Rate,
applied to a notional amount equal to the Uncertificated Principal
Balance of REMIC II Regular Interest LT2; and
(iii)
the
Uncertificated
Pass-Through
Rate for REMIC II Regular
Interest LT4 minus twice the Marker
Rate, applied to a notional amount equal to the Uncertificated
Principal Balance of REMIC II Regular Interest LT4.
Permanent
Regulation S Global Offered
Certificate:
Any one of the Class SB
Certificates
substantially
in the form of Exhibit Eleven-B hereto, and, in both cases, more
fully described in Section 5.02(g) hereof.
Prepayment
Assumption:
The
prepayment
assumption
to be used for
determining
the accrual of original
issue discount and premium and market discount on the Certificates
for federal income tax purposes,
which assumes
a constant prepayment rate of 25% per annum of the then outstanding
principal balance of the Mortgage Loans.
Prepayment
Charge:
With
respect to any Mortgage
Loan,
the charges or
premiums,
if any,
received in
connection with a full or partial prepayment of such Mortgage Loan
in accordance with the terms thereof.
Prepayment
Charge
Loan:
Any Mortgage
Loan for which a
Prepayment
Charge may be assessed and to which
such Prepayment Charge the Class SB Certificates are entitled, as
indicated on the Mortgage Loan Schedule.
Principal
Distribution
Amount:
With respect to any
Distribution
Date, the lesser of (a) the excess of
(x) Available
Distribution
Amount plus the amounts received by the Supplemental
Interest Trust Trustee under the
Swap Agreement for that Distribution Date over (y) the Interest
Distribution Amount and (b) the sum of:
(i)
the principal
portion of each Monthly
Payment
received or Advanced with respect to the related
Due Period on each Outstanding Mortgage Loan;
(ii)
the Stated
Principal
Balance of any Mortgage
Loan
repurchased
during the related
Prepayment
Period (or deemed to have been so repurchased in accordance with
Section
3.07(b))
pursuant to Section 2.02, 2.03,
2.04 or 4.07
and
the
amount
of any
shortfall
deposited
in the
Custodial
Account
in
connection
with
the
substitution of a Deleted Mortgage Loan pursuant to Section 2.03 or
2.04 during the prior calendar month;
(iii)
the principal portion of all other
unscheduled
collections,
other than Subsequent
Recoveries,
on the Mortgage
Loans
received (or deemed to have been so received)
during the prior
calendar
month or, in the
case of Principal
Prepayments
in Full,
during the related
Prepayment
Period,
including,
without
limitation,
Curtailments,
Insurance Proceeds,
Liquidation Proceeds,
REO Proceeds and, except to the extent applied to offset
Deferred Interest,
Principal Prepayments,
to the extent applied by the Master Servicer as recoveries of
principal
pursuant to Section 3.14;
(iv)
the
lesser
of
(A) Subsequent
Recoveries
for such
Distribution
Date and
(B) the
principal
portion of any Realized
Losses
allocated to any class of Offered
Certificates on a prior
Distribution
Date and
remaining unpaid;
(v)
the lesser of (a) the sum of (x) the Excess Cash Flow for such
Distribution
Date (to the extent
not used in clause
(iv)
above on such
Distribution
Date) and (y)
payments
made
under the Swap
Agreement
in
respect of Realized Losses to the extent necessary to maintain the
Required
Overcollateralization
Amount, and (b)
the principal
portion of any Realized Losses incurred,
or deemed to have been incurred,
on any Mortgage Loans in
the calendar month preceding that Distribution Date; and
(vi)
the lesser of (a) the sum of (i) the Excess Cash Flow for such
Distribution
Date, to the extent
not used pursuant to clause (iv) or (v) of this definition on such
Distribution
Date and (ii) payments made under
the
Swap
Agreement
in
respect
of
Realized
Losses
to
the
extent
necessary
to
maintain
the
Required
Overcollateralization
Amount,
and
(b)
the
amount
of
any
Overcollateralization
Increase
Amount
for
such
Distribution Date;
minus
(vii)
(A) the amount of any
Overcollateralization
Reduction Amount for such Distribution Date and (B)
the amount of any Capitalization Reimbursement Amount for such
Distribution Date.
Principal Only Certificates:
None.
Principal
Remittance
Amount:
With respect to any
Distribution
Date, all amounts
described in clauses
(b)(i) through (iii) of the definition of Principal Distribution
Amount for that Distribution Date.
Record
Date:
With
respect to each
Distribution
Date and each Class of Book
Entry
Certificates,
the
Business
Day
immediately
preceding
such
Distribution
Date.
With
respect
to
each
Class
of
Definitive
Certificates,
the close of business on the last
Business Day of the month next
preceding
the month in which the
related Distribution Date occurs, except in the case of the first
Record Date which shall be the Closing Date.
Regular Certificates:
The Class A, Class M and Class SB Certificates.
Relief Act:
The Servicemembers Civil Relief Act, as amended.
Relief
Act
Shortfalls:
Interest
shortfalls
on the
Mortgage
Loans
resulting
from the Relief Act or
similar legislation or regulations.
REMIC I:
The segregated pool of assets
(exclusive of the Supplemental
Interest Trust Account,
the Swap
Agreement and the SB-AM Swap Agreement), with respect to which a
REMIC election is to be made, consisting of:
(i)
the Mortgage Loans and the related Mortgage Files;
(ii)
all payments
and
collections
in respect of the
Mortgage
Loans due after the Cut-off
Date (other than
Monthly
Payments due in the month of the Cut-off
Date) as shall be on deposit in the
Custodial
Account or in the Certificate Account and identified as belonging
to the Trust Fund;
(iii)
property
which
secured a Mortgage
Loan and which has been acquired for the benefit of
the Certificateholders by foreclosure or deed in lieu of
foreclosure;
(iv)
the
hazard
insurance
policies
and
Primary
Insurance
Policies
pertaining
to
the
Mortgage Loans, if any; and
(v)
all proceeds of clauses (i) through (iv) above.
REMIC I Available
Distribution
Amount: The Available
Distribution Amount increased by the amount of any
Net Swap Payment described in clause (b)(z) thereof.
REMIC I Distribution
Amount: For any Distribution Date, the REMIC I Available
Distribution
Amount shall
be distributed to REMIC II in respect of the REMIC I Regular
Interests and the Class R-I
Certificates
thereof in
the following amounts and priority:
(a)
to REMIC I Regular Interest A-I and REMIC I Regular
Interest I-1-A
through I-59-B, pro
rata,
in an amount
equal to (A)
Uncertificated
Accrued
Interest for such REMIC I
Regular
Interests
for such
Distribution
Date,
plus (B) any amounts payable in respect thereof
remaining
unpaid from previous
Distribution
Dates;
(b)
to the extent of amounts remaining after the
distributions
made pursuant to clause (a)
above,
payments of principal
shall be
allocated as follows:
first,
to REMIC I
Regular
Interest A-I until the
Uncertificated
Principal
Balance of such REMIC I Regular
Interest
is
reduced
to zero and
second,
to REMIC I
Regular
Interests I-1-A through I-59-B starting with the lowest numerical
denomination
until the
Uncertificated
Principal
Balance of each such REMIC I
Regular
Interest is reduced to zero,
provided that, for REMIC I
Regular
Interests
with the same
numerical
denomination,
such payments of principal
shall be allocated pro rata between
such REMIC I Regular Interests; and
(c)
any remaining amounts to the Class R-I Certificates.
REMIC I Interests:
The REMIC I Regular Interests and R-I Certificates.
REMIC I
Realized
Losses:
All Realized
Losses on the Mortgage Loans shall be allocated
first,
on each
Distribution
Date, to REMIC I Regular
Interest A-I until such REMIC I Regular
Interest has been reduced to zero.
Second,
Realized
Losses shall be allocated to REMIC I Regular
Interest I-1-A through
REMIC I
Regular
Interest
I-59-B,
starting with the lowest
numerical
denomination
until such REMIC I Regular Interest has been reduced to
zero,
provided that, for REMIC I
Regular
Interests with the same numerical
denomination,
such Realized
Losses
shall be allocated pro rata between such REMIC I Regular Interests.
REMIC I
Regular
Interest.
Any
of the
separate
non-certificated
beneficial
ownership
interests
in
REMIC I issued
hereunder and designated as a "regular
interest" in REMIC I.
Each REMIC I Regular
Interest shall
accrue interest at the related
Uncertificated
REMIC I Pass-Through Rate in effect from time to time, and shall be
entitled to distributions of principal,
subject to the terms and conditions
hereof,
in an aggregate amount equal
to
its
initial
Uncertificated
Principal
Balance
as
set
forth
in
the
Preliminary
Statement
hereto.
The
designations for the respective REMIC I Regular Interests are set
forth in the Preliminary Statement hereto.
REMIC I
Regular
Interest A-I: A regular
interest in REMIC I that is held as an asset of REMIC II,
that
has an initial
principal balance equal to the related
Uncertificated
Principal
Balance,
that bears interest at
the related Uncertificated REMIC I Pass-Through Rate, and that has
such other terms as are described herein.
REMIC II: The
segregated
pool of assets
subject
hereto,
constituting
a portion of the primary
trust
created
hereby and to be
administered
hereunder,
with respect to which a separate REMIC election is to be made,
consisting of the REMIC I Regular Interests.
REMIC II Available
Distribution
Amount:
For any Distribution
Date, the amount distributed from REMIC I
to REMIC II on such Distribution Date in respect of the REMIC I
Regular Interests.
REMIC II
Distribution
Amount:
For any Distribution
Date, the REMIC II
Available
Distribution
Amount
shall be distributed
to REMIC III in respect of the REMIC II
Regular
Interests and the
Class R-II
Certificates
thereof in the following amounts and priority:
(a)
to REMIC II Regular
Interest
LT-IO, in an amount equal to (i)
Uncertificated
Accrued
Interest for such REMIC II Regular
Interest for such
Distribution
Date, plus (ii) any amounts in respect thereof
remaining unpaid from previous Distribution Dates;
(b)
to the extent of amounts remaining after the
distributions
made pursuant to clause (a)
above,
to
REMIC II
Regular
Interests
LT1,
LT2,
LT3 and LT4,
pro
rata,
in an
amount
equal
to (i)
their
Uncertificated
Accrued
Interest for such
Distribution
Date, plus (ii) any amounts in respect thereof
remaining
unpaid from previous Distribution Dates; and
(c)
to the extent of amounts
remaining
after the
distributions
made
pursuant to clauses
(a) and (b) above:
(i)
to
REMIC II
Regular
Interests
LT2,
LT3
and
LT4,
their
respective Principal Distribution Amounts;
(ii)
to
REMIC II
Regular
Interest
LT1 any
remainder
until the
Uncertificated Principal Balance thereof is reduced to zero;
(iii)
any
remainder
to REMIC II
Regular
Interests
LT2,
LT3 and
LT4,
pro rata
according
to their
respective
Uncertificated
Principal
Balances
as
reduced by the distributions
deemed made pursuant to (i) above,
until their respective
Uncertificated Principal Balances are reduced to zero; and
(d)
to the extent of amounts
remaining
after the
distributions
made
pursuant to clauses
(a) through (c) above:
(i)
first,
to each of the REMIC II
Regular
Interests,
pro rata
according
to
the
amount
of
unreimbursed
Realized
Losses
allocable
to
principal
previously
allocated to each such REMIC II
Regular
Interest,
the aggregate amount of
any
distributions
to the Certificates as reimbursement of such Realized Losses on
such
Distribution Date pursuant to clause (vii) in Section 4.02(c);
provided,
however, that
any
amounts
distributed
pursuant
to this
paragraph
(d)(i)
of this
definition
of
"REMIC II
Distribution
Amount"
shall
not
cause a
reduction
in the
Uncertificated
Principal Balances of any of the REMIC II Regular Interests; and
(ii)
second, any remaining amount to the Class R-II Certificates.
REMIC II
Net WAC Rate:
With
respect to any
Distribution
Date,
a per annum rate equal to the weighted
average of (x) with respect to REMIC I Regular
Interests
ending with the designation "B," the weighted average of
the Uncertificated
REMIC I
Pass-Through
Rates for such REMIC I Regular
Interests,
weighted on the basis of the
Uncertificated
Principal
Balance of such REMIC I
Regular
Interests for each such
Distribution
Date,
(y) with
respect to REMIC I Regular
Interest A-I, the
Uncertificated
REMIC I
Pass-Through
Rate for such REMIC I Regular
Interest,
and (z)
with
respect
to
REMIC I
Regular
Interests
ending
with
the
designation
"A,"
for
each
Distribution
Date listed
below,
the weighted
average of the rates
listed
below for each such REMIC I
Regular
Interest listed below,
weighted on the basis of the Uncertificated
Principal Balance of each such REMIC I Regular
Interest for each such Distribution Date:
DISTRIBUTION DATE
REMIC I REGULAR INTEREST
RATE
1
I-1-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
2
I-1-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
3
I-2-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A
Uncertificated REMIC I Pass-Through Rate
4
I-3-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A and I-2-A
Uncertificated REMIC I Pass-Through Rate
5
I-4-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-3-A
Uncertificated REMIC I Pass-Through Rate
6
I-5-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-4-A
Uncertificated REMIC I Pass-Through Rate
7
I-6-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-5-A
Uncertificated REMIC I Pass-Through Rate
8
I-7-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-6-A
Uncertificated REMIC I Pass-Through Rate
9
I-8-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-7-A
Uncertificated REMIC I Pass-Through Rate
10
I-9-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-8-A
Uncertificated REMIC I Pass-Through Rate
11
I-10-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-9-A
Uncertificated REMIC I Pass-Through Rate
12
I-11-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-10-A
Uncertificated REMIC I Pass-Through Rate
13
I-12-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-11-A
Uncertificated REMIC I Pass-Through Rate
14
I-13-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-12-A
Uncertificated REMIC I Pass-Through Rate
15
I-14-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-13-A
Uncertificated REMIC I Pass-Through Rate
16
I-15-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-14-A
Uncertificated REMIC I Pass-Through Rate
17
I-16-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-15-A
Uncertificated REMIC I Pass-Through Rate
18
I-17-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-16-A
Uncertificated REMIC I Pass-Through Rate
19
I-18-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-17-A
Uncertificated REMIC I Pass-Through Rate
20
I-19-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-18-A
Uncertificated REMIC I Pass-Through Rate
21
I-20-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-19-A
Uncertificated REMIC I Pass-Through Rate
22
I-21-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-20-A
Uncertificated REMIC I Pass-Through Rate
23
I-22-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-21-A
Uncertificated REMIC I Pass-Through Rate
24
I-23-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-22-A
Uncertificated REMIC I Pass-Through Rate
25
I-24-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-23-A
Uncertificated REMIC I Pass-Through Rate
26
I-25-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-24-A
Uncertificated REMIC I Pass-Through Rate
27
I-26-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-25-A
Uncertificated REMIC I Pass-Through Rate
28
I-27-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-26-A
Uncertificated REMIC I Pass-Through Rate
29
I-28-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-27-A
Uncertificated REMIC I Pass-Through Rate
30
I-29-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-28-A
Uncertificated REMIC I Pass-Through Rate
31
I-30-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-29-A
Uncertificated REMIC I Pass-Through Rate
32
I-31-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-30-A
Uncertificated REMIC I Pass-Through Rate
33
I-32-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-31-A
Uncertificated REMIC I Pass-Through Rate
34
I-33-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-32-A
Uncertificated REMIC I Pass-Through Rate
35
I-34-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-33-A
Uncertificated REMIC I Pass-Through Rate
36
I-35-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-34-A
Uncertificated REMIC I Pass-Through Rate
37
I-36-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-35-A
Uncertificated REMIC I Pass-Through Rate
38
I-37-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-36-A
Uncertificated REMIC I Pass-Through Rate
39
I-38-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-37-A
Uncertificated REMIC I Pass-Through Rate
40
I-39-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-38-A
Uncertificated REMIC I Pass-Through Rate
41
I-40-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-39-A
Uncertificated REMIC I Pass-Through Rate
42
I-41-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-40-A
Uncertificated REMIC I Pass-Through Rate
43
I-42-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-41-A
Uncertificated REMIC I Pass-Through Rate
44
I-43-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-42-A
Uncertificated REMIC I Pass-Through Rate
45
I-44-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-43-A
Uncertificated REMIC I Pass-Through Rate
46
I-45-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-44-A
Uncertificated REMIC I Pass-Through Rate
47
I-46-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-45-A
Uncertificated REMIC I Pass-Through Rate
48
I-47-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-46-A
Uncertificated REMIC I Pass-Through Rate
49
I-48-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-47-A
Uncertificated REMIC I Pass-Through Rate
50
I-49-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-48-A
Uncertificated REMIC I Pass-Through Rate
51
I-50-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-49-A
Uncertificated REMIC I Pass-Through Rate
52
I-51-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-50-A
Uncertificated REMIC I Pass-Through Rate
53
I-52-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-51-A
Uncertificated REMIC I Pass-Through Rate
54
I-53-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-52-A
Uncertificated REMIC I Pass-Through Rate
55
I-54-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-53-A
Uncertificated REMIC I Pass-Through Rate
56
I-55-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-54-A
Uncertificated REMIC I Pass-Through Rate
57
I-56-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-55-A
Uncertificated REMIC I Pass-Through Rate
58
I-57-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-56-A
Uncertificated REMIC I Pass-Through Rate
59
I-58-A through I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-57-A
Uncertificated REMIC I Pass-Through Rate
60
I-59-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-58-A
Uncertificated REMIC I Pass-Through Rate
Thereafter
I-1-A through I-59-A
Uncertificated REMIC I Pass-Through Rate
REMIC II
Principal
Reduction
Amounts:
For any
Distribution
Date,
the amounts by which the principal
balances
of the
REMIC II
Regular
Interests
LT1,
LT2,
LT3
and
LT4,
respectively
will be
reduced
on such
Distribution Date by the allocation of Realized Losses and the
distribution of principal, determined as follows:
For purposes of the succeeding formulas the following symbols shall
have the meanings set forth below:
Y1 =
the
principal
balance of the REMIC II
Regular
Interest LT1 after
distributions
on the prior
Distribution Date.
Y2 =
the
principal
balance of the REMIC II
Regular
Interest LT2 after
distributions
on the prior
Distribution Date.
Y3 =
the
principal
balance of the REMIC II
Regular
Interest LT3 after
distributions
on the prior
Distribution Date.
Y4 =
the
principal
balance of the REMIC II
Regular
Interest LT4 after
distributions
on the prior
Distribution Date (note:
Y3 = Y4).
(DELTA)Y1 =
the REMIC II Regular Interest LT1 Principal Reduction Amount.
(DELTA)Y2 =
the REMIC II Regular Interest LT2 Principal Reduction Amount.
(DELTA)Y3 =
the REMIC II Regular Interest LT3 Principal Reduction Amount.
(DELTA)Y4 =
the REMIC II Regular Interest LT4 Principal Reduction Amount.
P0 =
the
aggregate
principal
balance of REMIC II
Regular
Interests
LT1,
LT2,
LT3 and LT4 after
distributions and the allocation of Realized Losses on the prior
Distribution Date.
P1 =
the aggregate
principal
balance of the REMIC II
Regular
Interests LT1, LT2, LT3 and LT4 after
distributions and the allocation of Realized Losses to be made on
such Distribution Date.
(DELTA)P =
P0 - P1 = the
aggregate
of the
REMIC II
Regular
Interests
LT1,
LT2,
LT3
and LT4
Principal Reduction Amounts.
=
the
aggregate
of the
principal
portions
of
Realized
Losses
to be
allocated
to,
and the
principal
distributions
to be made on, the
Certificates on such
Distribution
Date (including
distributions
of
accrued
and
unpaid
interest
on
the
Class SB
Certificates
for
prior
Distribution Dates).
R0 =
the REMIC II Net WAC Rate (stated as a monthly rate) after giving
effect to amounts
distributed
and Realized Losses allocated on the prior Distribution Date.
R1 =
the
REMIC II
Net WAC Rate
(stated
as a monthly
rate)
after
giving
effect to amounts to be
distributed and Realized Losses to be allocated on such
Distribution Date.
(alpha) =
(Y2 + Y3)/P0.
The
initial
value of (alpha) on the
Closing
Date for use on the first
Distribution Date shall be 0.0001.
(gamma)0 =
the
lesser of (A) the sum for all
Classes
of
Certificates
other
than the
Class SB
Certificates
and the Class IO
Certificates
of the
product for each
Class of
(i) the monthly
interest
rate
(as
limited
by
the
REMIC II
Net
WAC
Rate,
if
applicable)
for
such
Class applicable
for
distributions to be made on such
Distribution Date and (ii) the aggregate
Certificate
Principal Balance for such Class after
distributions and the allocation of Realized
Losses on the prior Distribution Date and (B) R0*P0.
(gamma)1 =
the
lesser of (A) the sum for all
Classes
of
Certificates
other
than the
Class SB
Certificates
and
Class IO
Certificates
of the
product
for
each
Class of
(i) the
monthly
interest
rate
(as
limited
by
the
REMIC II
Net
WAC
Rate,
if
applicable)
for
such
Class applicable
for distributions to be made on the next succeeding
Distribution Date and (ii)
the
aggregate
Certificate
Principal
Balance
for
such
Class after
distributions
and
the
allocation of Realized Losses to be made on such Distribution Date
and (B) R1*P1.
Then, based on the foregoing definitions:
(DELTA)Y1 = (DELTA)P - (DELTA)Y2 - Y3 - Y4;
(DELTA)Y2 = (a/2){(a0R1 - a1R0)/R0R1};
(DELTA)Y3 = (a(DELTA)P - (DELTA)Y2; and
(DELTA)Y4 = (DELTA)Y3.
if both (DELTA)Y2 and (DELTA)Y3, as so determined, are non-negative
numbers.
Otherwise:
(1)
If (DELTA)Y2, as so determined, is negative, then
(DELTA)Y2 = 0
(DELTA)Y3 = a{a1R0P0 - a0R1P1}/{a1R0};
(DELTA)Y4 = (DELTA)Y3; and
(DELTA)Y1 = (DELTA)P - (DELTA)Y2 - (DELTA)Y3 - (DELTA)Y4.
(2)
If (DELTA)Y3, as so determined, is negative, then
(DELTA)Y3 = 0;
(DELTA)Y2 = a{a0R1P1 - a1R0P0}/{2R1R0P1 - a1R0};
(DELTA)Y4 = (DELTA)Y3; and
(DELTA)Y1 = (DELTA)P - (DELTA)Y2 - (DELTA)Y3 - (DELTA)Y4.
REMIC II
Realized
Losses:
Realized
Losses on the
Mortgage
Loans shall be
allocated
to the REMIC II
Regular
Interests as follows.
The interest
portion of Realized
Losses on the Mortgage
Loans,
if any, shall be
allocated among REMIC II
Regular
Interests LT1, LT2 and LT4, pro rata according to the amount of
interest accrued
but unpaid
thereon,
in reduction
thereof.
Any interest
portion of such Realized Losses in excess of the amount
allocated
pursuant
to the
preceding
sentence
shall be treated as a principal
portion of
Realized
Losses not
attributable
to any specific
Mortgage
Loan and allocated
pursuant to the
succeeding
sentences.
The principal
portion of Realized Losses with respect to Mortgage Loans shall be
allocated to the REMIC II
Regular
Interests as
follows:
first, to REMIC II Regular
Interests LT2, LT3 and LT4, pro-rata
according to their respective
REMIC II
Principal
Reduction
Amounts to the extent thereof in reduction of the
Uncertificated
Principal
Balance of such
REMIC II Regular
Interests and, second,
the remainder,
if any, of such principal portion of such Realized Losses
shall be allocated to REMIC II Regular Interest LT1 in reduction of
the Uncertificated Principal Balance thereof.
REMIC II
Regular
Interests:
REMIC II Regular
Interest LT1,
REMIC II
Regular
Interest LT2,
REMIC II
Regular Interest LT3, REMIC II Regular Interest LT4 and REMIC II
Regular Interest LT-IO.
REMIC II
Regular
Interest
LT1: A regular
interest in REMIC II
that is held as an asset of
REMIC III,
that has an initial principal balance equal to the related
Uncertificated
Principal Balance,
that bears interest
at the related Uncertificated REMIC II Pass-Through Rate, and that
has such other terms as are described herein.
REMIC II Regular Interest LT1 Principal
Distribution
Amount:
For any Distribution
Date, the excess, if
any, of the REMIC II Regular Interest LT1 Principal
Reduction Amount for such
Distribution Date over the Realized
Losses allocated to the REMIC II Regular Interest LT1 on such
Distribution Date.
REMIC II
Regular
Interest
LT2: A regular
interest in REMIC II
that is held as an asset of
REMIC III,
that has an initial principal balance equal to the related
Uncertificated
Principal Balance,
that bears interest
at the related Uncertificated REMIC II Pass-Through Rate, and that
has such other terms as are described herein.
REMIC II Regular Interest LT2 Principal
Distribution
Amount:
For any Distribution
Date, the excess, if
any, of the REMIC II Regular Interest LT2 Principal
Reduction Amount for such
Distribution Date over the Realized
Losses allocated to the REMIC II Regular Interest LT2 on such
Distribution Date.
REMIC II
Regular
Interest
LT3: A regular
interest in REMIC II
that is held as an asset of
REMIC III,
that has an initial principal balance equal to the related
Uncertificated
Principal Balance,
that bears interest
at the related Uncertificated REMIC II Pass-Through Rate, and that
has such other terms as are described herein.
REMIC II Regular Interest LT3 Principal
Distribution
Amount:
For any Distribution
Date, the excess, if
any, of the REMIC II Regular Interest LT3 Principal
Reduction Amount for such
Distribution Date over the Realized
Losses allocated to the REMIC II Regular Interest LT3 on such
Distribution Date.
REMIC II
Regular
Interest
LT4: A regular
interest in REMIC II
that is held as an asset of
REMIC III,
that has an initial principal balance equal to the related
Uncertificated
Principal Balance,
that bears interest
at the related Uncertificated REMIC II Pass-Through Rate, and that
has such other terms as are described herein.
REMIC II Regular Interest LT4 Principal
Distribution
Amount:
For any Distribution
Date, the excess, if
any, of the REMIC II Regular Interest LT4 Principal
Reduction Amount for such
Distribution Date over the Realized
Losses allocated to the REMIC II Regular Interest LT4 on such
Distribution Date.
REMIC II
Regular
Interest
LT-IO: A regular
interest in REMIC II that is held as an asset of REMIC III,
that has no initial principal
balance,
that bears interest at the related
Uncertificated
REMIC II
Pass-Through
Rate on its Uncertificated Notional Amount, and that has such other
terms as are described herein.
REMIC III: The
segregated
pool of assets
subject
hereto,
constituting
a portion of the primary trust
created
hereby and to be
administered
hereunder,
with respect to which a separate REMIC election is to be made,
consisting of the REMIC II Regular Interests.
REMIC III
Available
Distribution
Amount:
For
any
Distribution
Date,
the
amount
distributed
from
REMIC II to REMIC III on such Distribution Date in respect of the
REMIC II Regular Interests.
REMIC III
Distribution
Amount: For any Distribution Date, the REMIC III
Available
Distribution
Amount
shall be deemed
distributed
to the Class A
Certificates
and Class M
Certificates
in respect of the portion of
such
Certificates
representing
ownership of REMIC III
Regular
Interests,
REMIC III Regular
Interests
SB-IO,
SB-PO and IO and the Class R-III Certificates thereof in the
following amounts and priority:
(i)
to REMIC IV in respect of REMIC III
Regular Interest IO, the amount
distributable
with respect
to such REMIC III Regular Interest as described in the Preliminary
Statement,
being paid from and in reduction of
the REMIC III Available Distribution Amount for such Distribution
Date;
(ii)
to the Class A
Certificateholders,
the
Accrued
Certificate
Interest
payable
on the Class A
Certificates
with respect to such
Distribution
Date, plus any related
amounts
accrued
pursuant to this clause
(ii) but
remaining
unpaid from any prior
Distribution
Date,
being paid from and in reduction of the
REMIC III
Available Distribution Amount for such Distribution Date;
(iii)
to the
Class M
Certificateholders,
from the
amount,
if any,
of the
Available
Distribution
Amount
remaining
after
the
foregoing
distributions,
Accrued
Certificate
Interest
payable
on the
Class
M
Certificates
with respect to such
Distribution
Date, plus any related
amounts
accrued
pursuant to this clause
(iii) but remaining unpaid from any prior Distribution
Date,
sequentially,
to the Class M-1
Certificateholders,
Class
M-2
Certificateholders,
Class
M-3
Certificateholders,
Class
M-4
Certificateholders,
Class
M-5
Certificateholders,
Class M-6 Certificateholders and Class M-7 Certificateholders,
in that order, being paid from
and in reduction of the REMIC III Available Distribution Amount for
such Distribution Date;
(iv)
the Principal
Distribution
Amount shall be distributed as follows,
to be applied to reduce the
principal
balance of the REMIC III
Regular
Interest
related to the applicable
Certificates in each case to the
extent of the remaining Principal Distribution Amount:
(A)
first,
the Class A
Principal
Distribution
Amount
will be
distributed
as
follows:
concurrently
the Class A Principal
Distribution
Amount to the Class A
Certificates
on a pro rata basis in
accordance with their respective
Certificate
Principal
Balances,
until the Certificate
Principal Balances
thereof are reduced to zero;
(B)
second,
to the
Class M-1
Certificateholders,
the
Class M-1
Principal
Distribution
Amount, until the Certificate Principal Balance of the Class M-1
Certificates has been reduced to zero;
(C)
third,
to
the
Class M-2
Certificateholders,
the
Class M-2
Principal
Distribution
Amount, until the Certificate Principal Balance of the Class M-2
Certificates has been reduced to zero;
(D)
fourth,
to the
Class M-3
Certificateholders,
the
Class M-3
Principal
Distribution
Amount, until the Certificate Principal Balance of the Class M-3
Certificates has been reduced to zero;
(E)
fifth,
to
the
Class M-4
Certificateholders,
the
Class M-4
Principal
Distribution
Amount, until the Certificate Principal Balance of the Class M-4
Certificates has been reduced to zero;
(F)
sixth,
to
the
Class M-5
Certificateholders,
the
Class M-5
Principal
Distribution
Amount, until the Certificate Principal Balance of the Class M-5
Certificates has been reduced to zero;
(G)
seventh,
to the Class M-6
Certificateholders,
the
Class M-6
Principal
Distribution
Amount, until the Certificate Principal Balance of the Class M-6
Certificates has been reduced to zero;
(H)
eighth,
to the Class
M-7
Certificateholders,
the
Class M-7
Principal
Distribution
Amount, until the Certificate Principal Balance of the Class M-7
Certificates has been reduced to zero; and
(iv)
to the Class A Certificateholders
and Class M
Certificateholders,
the amount of any Prepayment
Interest
Shortfalls
allocated
thereto
for such
Distribution
Date,
on a pro rata
basis
based on
Prepayment
Interest
Shortfalls
allocated thereto to the extent not offset by Eligible Master
Servicing
Compensation on such
Distribution Date;
(v)
to the Class A Certificateholders
and Class M
Certificateholders,
the amount of any Prepayment
Interest
Shortfalls
previously
allocated
thereto remaining unpaid from prior
Distribution
Dates together with
interest
thereon at the
related
Pass
Through
Rate,
on a pro rata basis
based on unpaid
Prepayment
Interest
Shortfalls previously allocated thereto;
(vi)
to REMIC IV in respect of REMIC III Regular
Interests SB-IO and SB-PO,
(A) from the amount,
if
any, of the REMIC III Available
Distribution
Amount remaining after the foregoing
distributions,
the sum of (I)
Accrued Certificate Interest on the Class SB Certificates,
(II) the amount of any Overcollateralization
Reduction
Amount for such Distribution
Date and (III) for any Distribution
Date after the Certificate
Principal Balance of
each Class of Class A
Certificates
and Class M Certificates
has been reduced to zero, the
Overcollateralization
Amount and (B) from prepayment
charges on deposit in the Certificate
Account,
any prepayment charges received on
the Mortgage Loans during the related Prepayment Period; and
(vii)
to
the
Class R-III
Certificateholders,
the
balance,
if
any,
of
the
REMIC III
Available
Distribution Amount.
REMIC III Regular Interest SB-PO: A separate
uncertificated
beneficial
ownership
interest in REMIC III
issued
hereunder
and
designated
as a Regular
Interest in
REMIC III,
held as an asset of REMIC IV.
REMIC III
Regular
Interest SB-PO shall have no entitlement to interest,
and shall be entitled to distributions of principal
subject to the terms and conditions hereof, in aggregate amount
equal to the initial
Overcollateralization
Amount
as set forth in the Preliminary Statement hereto.
REMIC III Regular Interest SB-IO: A separate
uncertificated
beneficial
ownership
interest in REMIC III
issued
hereunder
and
designated
as a Regular
Interest in
REMIC III,
held as an asset of REMIC IV.
REMIC III
Regular
Interest SB-IO shall have no entitlement to principal,
and shall be entitled to distributions of interest
subject to the terms and conditions
hereof, in aggregate amount equal to the interest
distributable
with respect
to the Class SB Certificates pursuant to the terms and conditions
hereof.
REMIC III
Regular
Interest
IO: A separate
uncertificated
beneficial
ownership
interest in REMIC III
issued
hereunder
and
designated
as a Regular
Interest in
REMIC III,
held as an asset of REMIC IV.
REMIC III
Regular
Interest IO shall have no entitlement
to principal,
and shall be entitled to
distributions
of interest
subject to the terms and conditions
hereof, in aggregate amount equal to the interest
distributable
with respect
to REMIC II Regular Interest LT-IO.
REMIC III Regular
Interests:
REMIC III Regular Interests SB-IO,
SB-PO and IO, together with the Class A
Certificates
and Class M Certificates
exclusive of their
respective
rights to receive the payment of Basis Risk
Shortfalls and other amounts pursuant to the Swap Agreement and the
SB-AM Swap Agreement.
REMIC IV: The
segregated
pool of assets
subject
hereto,
constituting
a portion of the primary
trust
created
hereby and to be
administered
hereunder,
with respect to which a separate REMIC election is to be made,
consisting of REMIC III Regular Interests SB-IO, SB-PO and IO.
REMIC IV Available
Distribution
Amount:
For any Distribution
Date, the amounts deemed distributed from
REMIC III to REMIC IV on such
Distribution
Date in respect of REMIC III
Regular
Interests
SB-IO,
SB-PO and IO
pursuant to the definition of REMIC III Distribution Amount.
REMIC IV
Distribution
Amount:
For any
Distribution
Date, the REMIC IV Available
Distribution
Amount
shall be
deemed
distributed
by REMIC IV to the
holders
of the Class SB
Certificates
on
account
of REMIC IV
Regular Interest SB and to the Supplemental Interest Trust Account
on account of REMIC IV Regular Interest IO.
REMIC IV Regular Interests:
The separate beneficial
ownership interests in REMIC IV issued hereunder and
designated as a "regular
interest" in REMIC IV, the ownership of which is evidenced by the
Class SB
Certificates.
The REMIC IV Regular
Interests
shall be entitled to
distributions
of interest
and
principal,
subject to the
terms and conditions hereof, as set forth in the Preliminary
Statement hereto.
Required
Overcollateralization
Amount:
With respect to any Distribution
Date (i) prior to the Stepdown
Date, an amount equal to 0.50% of the aggregate
Stated
Principal
Balance of the Mortgage Loans as of the Cut-off
Date;
(ii) on or after the
Stepdown
Date but prior to the
Distribution
Date in March 2013,
provided a Trigger
Event is not in effect,
the greater of (x) 1.25% of the
outstanding
aggregate
Stated
Principal
Balance of the
Mortgage
Loans
after
giving
effect
to
distributions
made
on
that
Distribution
Date
and
(y)
the
Overcollateralization
Floor;
(iii) on or after the Stepdown Date and on or after the
Distribution
Date in March
2013,
provided a Trigger
Event is not in effect,
the greater of (x) 1.00% of the
outstanding
aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to distributions
made on that
Distribution
Date and
(y) the
Overcollateralization
Floor; and (iv) on or after the Stepdown Date if a Trigger Event is
in effect,
the
Required
Overcollateralization
Amount for the immediately preceding Distribution Date; provided
that the Required
Overcollateralization
Amount may be reduced so long as written
confirmation
is obtained
from each rating agency
that the reduction will not reduce the ratings
assigned to the Class A Certificates
and Class M
Certificates
by
that rating agency below the lower of the
then-current
ratings or the ratings
assigned to those
certificates as
of the closing date by that rating agency.
Rule 144A:
Rule 144A under the Securities Act of 1933, as in effect from time
to time.
Rule 144A Global
Offered
Certificate:
Any one of the Class SB
Certificates
substantially
in the form
annexed to the Standard Terms as Exhibit C-II, as more fully
described in Section 5.02(g) hereof.
SB-AM Swap Agreement:
The interest rate swap agreement between the Supplement
Interest Trust Trustee, on
behalf
of the Class A
Certificateholders
and
Class M
Certificateholders,
and the
Supplement
Interest
Trust
Trustee,
on behalf of the Class SB
Certificateholders,
evidenced by the confirmation
attached hereto as Exhibit
Five and incorporated herein by reference.
Senior Certificate:
Any one of the Class A Certificates.
Senior
Enhancement
Percentage:
With
respect to any
Distribution
Date,
the
percentage
obtained
by
dividing (x) the sum of (i) the aggregate
Certificate
Principal
Balance of the Class M Certificates and (ii) the
Overcollateralization
Amount, in each case prior to the distribution of the Principal
Distribution Amount on such
Distribution
Date, by (y) the
aggregated
Stated
Principal
Balance of the Mortgage Loans after giving effect to
distributions to be made on that Distribution Date.
Sixty-Plus
Delinquency
Percentage:
With respect to any Distribution Date on or after the Stepdown
Date,
the arithmetic
average,
for each of the three consecutive
Distribution Dates ending with such Distribution Date,
of the fraction,
expressed as a percentage,
equal to (x) the aggregate Stated
Principal
Balance of the Mortgage
Loans
that are 60 or more days
delinquent
in payment of
principal
and
interest
for the
applicable
Due Date
preceding that Distribution
Date,
including
Mortgage Loans in foreclosure,
REO Properties and Mortgage Loans in
bankruptcy
over (y) the aggregate
Stated
Principal
Balance of all of the Mortgage Loans
immediately
preceding
that Distribution Date.
Specified Condition:
Shall have the meaning set forth in the Swap Agreement.
Stated Principal
Balance:
With respect to any Mortgage Loan or related REO Property,
and as of any date
of
determination,
(i) the sum of (a) the Cut-off Date Principal
Balance of the Mortgage Loan plus (b) any amount
by
which
the
Stated
Principal
Balance
of the
Mortgage
Loan
has
been
increased
pursuant
to a
Servicing
Modification and (c) any amount by which the Stated
Principal
Balance of the Mortgage Loan has been increased for
Deferred
Interest
pursuant to the terms of the related Mortgage Note on or prior to
the Distribution
Date, minus
(ii) the sum of (a) the
principal
portion of the Monthly
Payments due with respect to such
Mortgage Loan or REO
Property
during each Due Period
ending with the Due Period
relating to the most recent
Distribution
Date which
were
received or with respect to which an Advance was made,
(b) all
Principal
Prepayments
with respect to such
Mortgage Loan or REO Property,
and all Insurance Proceeds,
Liquidation
Proceeds and REO Proceeds,
to the extent
applied by the Master
Servicer as
recoveries of principal in accordance
with
Section 3.14
with respect to such
Mortgage
Loan or REO
Property,
in each case which were
distributed
pursuant to
Section 4.02
on any
previous
Distribution
Date,
and
(c) any
Realized
Loss
incurred
with
respect
to
such
Mortgage
Loan
allocated
to
Certificateholders with respect thereto for any previous
Distribution Date.
Stepdown Date: The earlier to occur of (1) the Distribution
Date
immediately
following the Distribution
Date on which the aggregate
Certificate
Principal
Balance of the Class A
Certificates
has been reduced to zero
and (2) the
later to occur of (x) the
Distribution
Date in March
2010 and (y) the
first
Distribution
Date on
which the Senior
Enhancement
Percentage
is greater
than or equal to (a) on any
Distribution
Date prior to the
Distribution
Date in March 2013,
14.625% and (b) on any Distribution
Date on or after the
Distribution
Date in
March 2013, 11.700%.
Subordination
Percentage:
With respect to each class of Class A Certificates
and Class M
Certificates,
the respective approximate percentage set forth in the table below:
Class
Percentage (1)
Percentage (2)
A
85.375%
88.300%
M-1
91.000%
92.800%
M-2
92.250%
93.800%
M-3
93.500%
94.800%
M-4
94.750%
95.800%
M-5
96.000%
96.800%
M-6
97.375%
97.900%
M-7
98.750%
99.000%
(1)
For any Distribution Date prior to the Distribution Date in March
2013.
(2)
For any Distribution Date in March 2013 or thereafter.
Supplemental
Interest
Trust:
The separate
trust created and
maintained by the
Supplemental
Interest
Trust Trustee
pursuant to Section
4.09(a).
The primary
activities of the
Supplemental
Interest
Trust created
pursuant to this Agreement shall be:
(i)
entering into and holding the Swap Agreement and the SB-AM Swap
Agreement;
(ii)
receiving
collections
or making
payments
with respect to the Swap
Agreement and the
SB-AM Swap Agreement; and
(iii)
engaging in other
activities
that are
necessary or
incidental
to
accomplish
these
limited
purposes,
which activities
cannot be contrary to the status of the Supplemental
Interest Trust
as a qualified special purpose entity under existing accounting
literature.
Supplemental
Interest
Trust Account:
The separate
account
created and maintained
pursuant to Section
4.09(a) hereof,
which shall be entitled "DEUTSCHE BANK TRUST COMPANY AMERICAS,
as trustee, in trust for the Class
SB Certificateholder" and which must be an Eligible Account.
Supplemental
Interest
Trust
Trustee:
Deutsche
Bank
Trust
Company
Americas,
a
New
York
banking
corporation,
not in its individual
capacity,
but solely in its capacity as trustee of the Supplemental
Interest
Trust, and any successor thereto,
and any corporation or national banking association
resulting from or surviving
any
consolidation
or merger to which it or its
successors
may be a party and any successor
trustee as may from
time to time be serving as successor trustee hereunder.
Swap
Agreement:
The interest rate swap
agreement
between the Swap
Counterparty
and the
Supplemental
Interest Trust
Trustee,
on behalf of the
Supplemental
Interest
Trust,
which
agreement
provides for Net Swap
Payments
and
Swap
Termination
Payments
to
be
paid,
as
provided
therein,
together
with
any
schedules,
confirmations or other agreements relating thereto, attached hereto
as Exhibit Four.
Swap
Agreement
Event of Default:
Shall have the same
meaning
given the term "Event of Default" in the
Swap Agreement.
Swap Agreement
Notional
Balance:
As to the Swap Agreement and each Floating Rate Payer Payment Date
and
Fixed Rate Payer
Payment
Date (each as defined in the Swap
Agreement)
the amount set forth on Schedule I to the
Swap Agreement for such Floating Rate Payer Payment Date and Fixed
Rate Payer Payment Date.
Swap
Counterparty:
The swap
counterparty
under the Swap
Agreement
either
(a)
entitled
to
receive
payments from the
Supplemental
Interest
Trust Trustee from amounts
payable by the
Supplemental
Interest Trust
under this Agreement or
(b) required
to make payments to the
Supplemental
Interest Trust Trustee for payment to
the Supplemental
Interest Trust, in either case pursuant to the terms of the Swap
Agreement,
and any successor in
interest or assign.
Initially, the Swap Counterparty shall be Barclays Bank PLC.
Swap
Counterparty
Trigger Event:
With respect to any Distribution
Date,
(i) an Event of Default under
the Swap Agreement with respect to which the Swap
Counterparty is a Defaulting
Party,
(ii) a
Termination
Event
(other than
Illegality or Tax Event) under the Swap Agreement with respect to
which the Swap
Counterparty
is the
sole Affected Party, or (iii) an
additional
termination
event under the Swap Agreement with respect to which the
Swap Counterparty is the sole Affected Party.
Swap
LIBOR:
LIBOR as
determined
pursuant
to the Swap
Agreement;
provided
that with
respect to the
Distribution
Date in March 2007 and for federal income tax purposes
only,
Swap LIBOR shall be deemed to be equal
to 5.300%.
For
purposes
of REMIC I only,
the number of days in the swap
calculation
period for the fixed swap
payment shall be 27 for the Distribution Date in March 2007.
Swap
Termination
Payment:
Upon the occurrence of an Early
Termination
Date, the payment to be made by
the
Supplemental
Interest Trust Trustee on behalf of the
Supplemental
Interest
Trust to the Swap
Counterparty
from payments from the
Supplemental
Interest Trust,
or by the Swap
Counterparty
to the
Supplemental
Interest
Trust Trustee for payment to the
Supplemental
Interest
Trust,
as applicable,
pursuant to the terms of the Swap
Agreement.
Temporary
Regulation S Global Offered
Certificate:
Any one of the Class SB
Certificates
substantially
in the form of Exhibit Eleven-C hereto, and, in both cases, more
fully described in Section 5.02(g) hereof.
Trigger
Event: A Trigger Event is in effect with respect to any
Distribution
Date if (a) the Sixty-Plus
Delinquency
Percentage,
as
determined
on that
Distribution
Date,
exceeds
40.00% of the
Senior
Enhancement
Percentage for that
Distribution
Date or (b) the aggregate
amount of Realized
Losses on the Mortgage Loans as a
percentage of the initial
aggregate Stated Principal
Balance as of the Cut-off Date exceeds the applicable amount
set forth below:
o
March 2009 to February 2010: 0.150% with respect to March 2009,
plus an
additional 1/12th of
0.250% for each month through February 2010.
o
March 2010 to February 2011: 0.400% with respect to March 2010,
plus an
additional 1/12th of
0.300% for each month through February 2011.
o
March 2011 to February 2012: 0.700% with respect to March 2011,
plus an
additional 1/12th of
0.300% for each month through February 2012.
o
March 2012 to February 2013: 1.000% with respect to March 2012,
plus an
additional 1/12th of
0.350% for each month through February 2013.
o
March 2013 to February 2014: 1.350% with respect to March 2013,
plus an
additional 1/12th of
0.150% for each month February 2014.
o
March 2014 and thereafter: 1.500%.
2007-QH2 REMIC:
Any of REMIC I, REMIC II, REMIC III or REMIC IV, as the case may
be.
Uncertificated
Accrued
Interest:
With respect to any
Uncertificated
REMIC
Regular
Interests for any
Distribution
Date, one month's
interest at the related
Uncertificated
Pass-Through
Rate for such
Distribution
Date,
accrued
on
the
Uncertificated
Principal
Balance
or
Uncertificated
Notional
Amount,
as
applicable,
immediately prior to such Distribution Date.
Uncertificated
Accrued Interest for the Uncertificated REMIC Regular
Interests
shall
accrue on the basis of a 360-day
year
consisting
of twelve
30-day
months.
For
purposes
of
calculating the amount of
Uncertificated
Accrued Interest for the REMIC I Regular
Interests for any Distribution
Date, any
Prepayment
Interest
Shortfalls
and Relief Act
Shortfalls (to the extent not covered by
Compensating
Interest)
shall be
allocated
among
REMIC I
Regular
Interests,
pro
rata,
based on,
and to the
extent
of,
Uncertificated
Accrued Interest,
as calculated without application of this sentence.
For purposes of calculating
the amount of
Uncertificated
Accrued Interest for the REMIC II Regular
Interests for any Distribution
Date, any
Prepayment
Interest
Shortfalls
and Relief Act Shortfalls
(to the extent not covered by
Compensating
Interest)
shall be allocated among the REMIC II Regular Interests,
pro rata, based on, and to the extent of,
Uncertificated
Accrued
Interest,
as
calculated
without
application
of this
sentence.
Uncertificated
Interest on REMIC III
Regular
Interest
SB-PO shall be zero.
Uncertificated
Accrued
Interest on REMIC III Regular
Interest SB-IO for
each Distribution Date shall equal Accrued Certificate Interest for
the Class SB Certificates.
Uncertificated
Notional Amount:
With respect to the Class SB
Certificates or REMIC III Regular Interest
SB-IO,
immediately prior to any Distribution Date, the aggregate of the
Uncertificated
Principal Balances of the
REMIC II Regular Interests.
With respect to REMIC II Regular
Interest LT-IO and each
Distribution
Date listed below,
the aggregate
Uncertificated Principal Balance of the REMIC I Regular Interests
ending with the designation "A" listed below:
DISTRIBUTION DATE
REMIC I REGULAR INTERESTS
1
I-1-A through I-59-A
2
I-1-A through I-59-A
3
I-2-A through I-59-A
4
I-3-A through I-59-A
5
I-4-A through I-59-A
6
I-5-A through I-59-A
7
I-6-A through I-59-A
8
I-7-A through I-59-A
9
I-8-A through I-59-A
10
I-9-A through I-59-A
11
I-10-A through I-59-A
12
I-11-A through I-59-A
13
I-12-A through I-59-A
14
I-13-A through I-59-A
15
I-14-A through I-59-A
16
I-15-A through I-59-A
17
I-16-A through I-59-A
18
I-17-A through I-59-A
19
I-18-A through I-59-A
20
I-19-A through I-59-A
21
I-20-A through I-59-A
22
I-21-A through I-59-A
23
I-22-A through I-59-A
24
I-23-A through I-59-A
25
I-24-A through I-59-A
26
I-25-A through I-59-A
27
I-26-A through I-59-A
28
I-27-A through I-59-A
29
I-28-A through I-59-A
30
I-29-A through I-59-A
31
I-30-A through I-59-A
32
I-31-A through I-59-A
33
I-32-A through I-59-A
34
I-33-A through I-59-A
35
I-34-A through I-59-A
36
I-35-A through I-59-A
37
I-36-A through I-59-A
38
I-37-A through I-59-A
39
I-38-A through I-59-A
40
I-39-A through I-59-A
41
I-40-A through I-59-A
42
I-41-A through I-59-A
43
I-42-A through I-59-A
44
I-43-A through I-59-A
45
I-44-A through I-59-A
46
I-45-A through I-59-A
47
I-46-A through I-59-A
48
I-47-A through I-59-A
49
I-48-A through I-59-A
50
I-49-A through I-59-A
51
I-50-A through I-59-A
52
I-51-A through I-59-A
53
I-52-A through I-59-A
54
I-53-A through I-59-A
55
I-54-A through I-59-A
56
I-55-A through I-59-A
57
I-56-A through I-59-A
58
I-57-A through I-59-A
59
I-58-A through I-59-A
60
I-59-A
thereafter
$0.00
With respect to REMIC III Regular
Interest IO,
immediately
prior to any
Distribution
Date,
an amount
equal to the Uncertificated Notional Amount of REMIC II Regular
Interest LT-IO.
Uncertificated
Pass-Through
Rate: The
Uncertificated
REMIC I Pass-Through
Rate or the
Uncertificated
REMIC II Pass-Through Rate, as applicable
Uncertificated
Principal
Balance:
The
principal
amount
of
any
Uncertificated
Regular
Interest
outstanding as of any date of determination.
The Uncertificated
Principal Balance of each Uncertificated
Regular
Interest shall be reduced first by Realized Losses
allocated
thereto by the definition of REMIC I Realized Losses
or
REMIC
II
Realized
Losses,
as
applicable,
and by all
distributions
of
principal
deemed
made
on
such
Uncertificated
Regular
Interest
on
such
Distribution
Date.
The
Uncertificated
Principal
Balance
of
each
Uncertificated
Regular
Interest shall never be less than zero.
With respect to REMIC III Regular
Interest SB-PO
the initial amount set forth with respect thereto in the
Preliminary
Statement as reduced by distributions
deemed
made in respect
thereof
pursuant
to Section
4.02 and
Realized
Losses
allocated
thereto
pursuant to Section
4.05.
Uncertificated REMIC
Regular
Interests:
The REMIC I Regular
Interests,
the REMIC II Regular Interests
and REMIC III Regular Interests SB-IO, SB-PO and IO.
Uncertificated
REMIC I Pass-Through
Rate: With respect to each REMIC I Regular
Interest ending with the
designation
"A" and (i) any
Distribution
Date with a numerical
designation
equal to or less than the numerical
designation
of such REMIC I Regular
Interest plus one, a per annum rate equal to the weighted
average of the Net
Mortgage Rates of the Mortgage Loans
multiplied by 10/9,
subject to a maximum rate of 5.300%
multiplied by 10/9;
(ii) any other
Distribution
Date, a per annum rate equal to the weighted average of the Net
Mortgage Rates of the
Mortgage
Loans.
With
respect
to each
REMIC I Regular
Interest
ending
with the
designation
"B" and (i) any
Distribution
Date with a numerical
designation
equal to or less than the numerical
designation
of such REMIC I
Regular
Interest plus one, the greater of (x) a per annum rate equal to 10
multiplied
by the excess,
if any, of
(A) the weighted
average of the Net Mortgage
Rates of the Mortgage
Loans over (B) 5.300% and (y) 0.00000%;
(ii)
any other
Distribution
Date,
a per annum rate equal to the
weighted
average of the Net
Mortgage
Rates of the
Mortgage
Loans.
With respect to REMIC I Regular
Interest A-I, the weighted
average of the Net Mortgage Rates of
the Mortgage Loans.
Uncertificated
REMIC II
Pass-Through
Rate:
With
respect to any
Distribution
Date and
(i) REMIC
II
Regular
Interests LT1 and LT2, the REMIC II Net WAC Rate, (ii) REMIC II
Regular Interest LT3, zero (0.00%),
(iii)
REMIC II Regular
Interest LT4,
twice the REMIC II Net WAC Rate,
and (iv) REMIC II Regular
Interest
LT-IO,
the
excess of (i) the weighted average of the
Uncertificated
REMIC I Pass-Through Rates for REMIC I Regular Interests
ending with the designation "A", over (ii) 10/9 multiplied by Swap
LIBOR.
Underwriters:
Goldman, Sachs & Co. and Residential Funding Securities, LLC.
SECTION 1.02.
DETERMINATION OF LIBOR.
LIBOR
applicable to the calculation of the Pass-Through
Rate on the LIBOR
Certificates for any Interest
Accrual Period will be determined as of each LIBOR Rate
Adjustment
Date. On each LIBOR Rate
Adjustment
Date, or
if such LIBOR Rate
Adjustment
Date is not a Business Day, then on the next
succeeding
Business Day, LIBOR shall
be
established
by the Trustee and, as to any Interest
Accrual
Period,
will equal the rate for one month United
States dollar
deposits that appears on the Dow Jones Telerate
Screen Page 3750 as of 11:00 a.m.,
London time, on
such LIBOR Rate Adjustment
Date.
"Dow Jones Telerate Screen Page 3750" means the display
designated as page 3750
on the
Telerate
Service
(or such
other
page as may
replace
page
3750 on that
service
for the
purpose
of
displaying
London
interbank
offered
rates of major
banks).
If such rate does not appear on such page (or such
other page as may replace that page on that
service,
or if such service is no longer
offered,
LIBOR shall be so
established
by use of such other
service
for
displaying
LIBOR or
comparable
rates as may be
selected by the
Trustee after
consultation
with the Master
Servicer),
the rate will be the Reference
Bank Rate. The "Reference
Bank Rate" will be
determined
on the basis of the rates at which
deposits
in U.S.
Dollars
are
offered by the
reference
banks (which
shall be any three major banks that are engaged in
transactions
in the London
interbank
market,
selected by the Trustee after
consultation
with the Master
Servicer) as of 11:00 a.m.,
London time, on
the LIBOR Rate Adjustment Date to prime banks in the London
interbank
market for a period of one month in amounts
approximately
equal to the aggregate
Certificate
Principal
Balance of the LIBOR
Certificates then outstanding.
The Trustee will request the principal
London office of each of the reference
banks to provide a quotation of its
rate.
If at least two such
quotations
are
provided,
the rate
will be the
arithmetic
mean of the
quotations
rounded up to the next
multiple of 1/16%.
If on such date fewer than two
quotations
are provided as
requested,
the rate will be the arithmetic
mean of the rates quoted by one or more major banks in New York
City,
selected by
the Trustee after
consultation
with the Master
Servicer,
as of 11:00 a.m., New York City time, on such date for
loans in U.S.
Dollars to leading
European banks for a period of one month in amounts
approximately
equal to the
aggregate
Certificate
Principal Balance of the LIBOR Certificates then outstanding.
If no such quotations can be
obtained,
the rate will be LIBOR for the prior
Distribution
Date;
provided
however,
if, under the
priorities
described above,
LIBOR for a Distribution Date would be based on LIBOR for the
previous
Distribution Date for the
third consecutive
Distribution
Date, the Trustee,
after
consultation with the Master Servicer,
shall select an
alternative
comparable index (over which the Trustee has no control),
used for determining
one-month
Eurodollar
lending rates that is calculated and published (or otherwise made
available) by an independent party.
The
establishment
of LIBOR by the Trustee and the Master
Servicer on any LIBOR Rate Adjustment Date and
the Master
Servicer's
subsequent
calculation of the Pass-Through
Rate applicable to the LIBOR
Certificates for
the relevant Interest Accrual Period, in the absence of manifest
error, will be final and binding.
Promptly
following each LIBOR Rate
Adjustment Date the Trustee shall supply the Master Servicer with
the
results
of
its
determination
of
LIBOR
on
such
date.
Furthermore,
the
Trustee
will
supply
to
any
Certificateholder
so
requesting
by
telephone
by calling
(800)
735-7777
the
Pass-Through
Rate on the LIBOR
Certificates for the current and the immediately preceding Interest
Accrual Period.
Notwithstanding
the foregoing,
for the purpose of determining the amount of any payment to be made
under
the Swap Agreement, LIBOR will be calculated as provided in the
Swap Agreement.
SECTION 1.03.
USE OF WORDS AND PHRASES.
"Herein,"
"hereby,"
"hereunder,"
"hereof,"
"hereinbefore,"
"hereinafter"
and other
equivalent words
refer to the
Pooling
and
Servicing
Agreement
as a whole.
All
references
herein
to
Articles,
Sections
or
Subsections
shall
mean the
corresponding
Articles,
Sections
and
Subsections
in the
Pooling
and
Servicing
Agreement.
The definitions set forth herein include both the singular and the
plural.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01.
CONVEYANCE OF MORTGAGE LOANS.
(See Section 2.01 of the Standard Terms.)
SECTION 2.02.
ACCEPTANCE BY TRUSTEE.
(See Section 2.02 of the Standard Terms.)
SECTION 2.03.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE MASTER SERVICER
AND THE COMPANY.
(A)
For
representations,
warranties
and
covenants
of the
Master
Servicer,
see
Section
2.03(a) of the
Standard Terms.
(B)
The Company hereby
represents and warrants to the Trustee for the benefit of
Certificateholders
that as
of the
Closing
Date (or,
if
otherwise
specified
below,
as of the date so
specified
and
provided
that the
percentages
of the Mortgage Loans
described in this clause (b) are
approximate
percentages by aggregate
Stated
Principal
Balance
determined as of the Cut-off Date after deducting
payments due during the month of the Cut-off
Date):
(I)
No Mortgage
Loan is 30 or more days
Delinquent
in payment of
principal
and interest as of the Cut-off
Date and no Mortgage Loan has been so Delinquent
more than once in the 12-month
period prior to
the Cut-off Date;
(II)
The
information
set forth in Exhibit
One hereto
with
respect to each
Mortgage
Loan or the
Mortgage
Loans,
as the case may be, is true and
correct in all
material
respects
at the date or dates
respecting which such information is furnished;
(III)
The
Mortgage
Loans
are
payment-option,
hybrid
adjustable-rate
mortgage
loans
with
a
negative
amortization
feature
with
Monthly
Payments
due,
with
respect to a majority of the Mortgage
Loans,
on the first day of each month and terms to maturity at
origination or
modification
of
not more than 30 years;
(IV)
To the best of the Company's
knowledge,
except with respect to two Mortgage Loans,
representing no more
than 3.9% of the aggregate
Stated
Principal
Balance of the Mortgage
Loans, if a Mortgage Loan
is secured by a Mortgaged
Property with a
Loan-to-Value
Ratio at origination in excess of 80%,
such
Mortgage
Loan is the subject of a Primary
Insurance
Policy that insures (a) at least 35%
of the Stated Principal
Balance of the Mortgage Loan at origination if the
Loan-to-Value
Ratio
is between 100.00% and 95.01%,
(b) at least 30% of the Stated Principal
Balance of the Mortgage
Loan at origination
if the
Loan-to-Value
Ratio is between 95.00% and 90.01%,
(c) at least 25%
of such balance if the
Loan-to-Value
Ratio is between 90.00% and 85.01% and (d) at least 12% of
such
balance
if the
Loan-to-Value
Ratio is
between
85.00%
and
80.01%.
To the best of the
Company's
knowledge,
each such
Primary
Insurance
Policy is in full
force and effect and the
Trustee is entitled to the benefits thereunder;
(V)
The issuers of the Primary Insurance Policies are insurance
companies whose
claims-paying
abilities are
currently acceptable to each Rating Agency;
(VI)
No more than 0.7% of the Mortgage
Loans are secured by Mortgaged
Properties
located in any one zip code
area
in
Colorado,
and no more
than
0.7% of the
Mortgage
Loans
are
secured
by
Mortgaged
Properties located in any one zip code area outside Colorado;
(VII)
The
improvements
upon the
Mortgaged
Properties
are insured
against loss by fire and other hazards as
required by the Program
Guide,
including
flood
insurance if required under the National Flood
Insurance
Act of 1968,
as amended.
The
Mortgage
requires
the
Mortgagor
to
maintain
such
casualty
insurance
at
the
Mortgagor's
expense,
and
on the
Mortgagor's
failure
to do so,
authorizes
the holder of the Mortgage to obtain and maintain such
insurance at the
Mortgagor's
expense and to seek reimbursement therefor from the Mortgagor;
(VIII)
Immediately
prior to the assignment of the Mortgage Loans to the Trustee,
the Company had good title to,
and was the sole owner of, each
Mortgage
Loan free and clear of any pledge,
lien,
encumbrance
or
security
interest
(other
than
rights to
servicing
and
related
compensation)
and such
assignment
validly
transfers
ownership of the Mortgage
Loans to the Trustee free and clear of
any pledge, lien, encumbrance or security interest;
(IX)
No more than 87.6% of the Mortgage Loans were
underwritten
under a reduced loan
documentation
program,
none of the Mortgage Loans were
underwritten
under a no-stated income program,
and none of the
Mortgage Loans were underwritten under a no income/no asset
program;
(X)
Except with respect to no more than 7.7% of the Mortgage
Loans,
the
Mortgagor
represented
in its loan
application
with
respect to the related
Mortgage
Loan that the
Mort 
