RESIDENTIAL ACCREDIT LOANS, INC.,
Company,
RESIDENTIAL FUNDING COMPANY, LLC,
Master Servicer,
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
Trustee
SERIES SUPPLEMENT,
Dated as of January 1, 2007,
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
dated as of December 1, 2006
Mortgage Asset-Backed Pass-Through Certificates
SERIES 2007-QH1
TABLE OF CONTENTS
PAGE
ARTICLE I
DEFINITIONS................................................................................9
Section 1.01.
Definitions.......................................................................9
Section 1.02.
Determination of
LIBOR...........................................................45
Section 1.03.
Use of Words and
Phrases.........................................................46
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES...........................47
Section 2.01.
Conveyance of Mortgage
Loans.....................................................47
Section 2.02.
Acceptance by
Trustee............................................................47
Section 2.03.
Representations, Warranties and Covenants of the Master Servicer
and the
Company..........................................................................47
Section 2.04.
Representations and Warranties of Residential
Funding............................50
Section 2.05.
Execution and Authentication of Certificates/Issuance of
Certificates
Evidencing Interests in
REMICs...................................................50
Section 2.06.
Conveyance of Uncertificated REMIC Regular Interests; Acceptance by
the
Trustee..........................................................................50
Section 2.07.
Issuance of Certificates Evidencing Interest in REMIC III and REMIC
IV...........51
Section 2.08.
Purposes and Powers of the
Trust.................................................51
Section 2.09.
Agreement Regarding Ability to
Disclose..........................................51
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS............................................52
Section 3.01.
Master Servicer to Act as
Servicer...............................................52
Section 3.02.
Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of Subservicers' and Sellers'
Obligations............................52
Section 3.03.
Successor
Subservicers...........................................................52
Section 3.04.
Liability of the Master
Servicer.................................................52
Section 3.05.
No Contractual Relationship Between Subservicer and Trustee or
Certificateholders...............................................................52
Section 3.06.
Assumption or Termination of Subservicing Agreements by
Trustee..................52
Section 3.07.
Collection of Certain Mortgage Loan Payments; Deposit to Custodial
Account.......52
Section 3.08.
Subservicing Accounts; Servicing
Accounts........................................54
Section 3.09.
Access to Certain Documentation and
Information Regarding the Mortgage
Loans............................................................................54
Section 3.10.
Permitted Withdrawals from the Custodial
Account.................................54
Section 3.11.
Maintenance of the Primary Insurance Policies; Collections
Thereunder............54
Section 3.12.
Maintenance of Fire Insurance and Omissions and Fidelity
Coverage................54
Section 3.13.
Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements;
Certain
Assignments..............................................................54
Section 3.14.
Realization Upon Defaulted Mortgage
Loans........................................54
Section 3.15.
Trustee to Cooperate; Release of Mortgage
Files..................................54
Section 3.16.
Servicing and Other Compensation; Compensating
Interest..........................54
Section 3.17.
Reports to the Trustee and the
Company...........................................55
Section 3.18.
Annual Statement as to
Compliance................................................55
Section 3.19.
Annual Independent Public Accountants' Servicing
Report..........................55
Section 3.20.
Rights of the Company in Respect of the Master
Servicer..........................55
Section 3.21.
Administration of Buydown
Funds..................................................55
Section 3.22.
Advance
Facility.................................................................55
ARTICLE IV
PAYMENTS TO
CERTIFICATEHOLDERS............................................................56
Section 4.01.
Certificate
Account..............................................................56
Section 4.02.
Distributions....................................................................56
Section 4.03.
Statements to Certificateholders; Statements to the Rating
Agencies;
Exchange Act
Reporting...........................................................61
Section 4.04.
Distribution of Reports to the Trustee and the Company; Advances by
the
Master
Servicer..................................................................62
Section 4.05.
Allocation of Realized
Losses....................................................62
Section 4.06.
Reports of Foreclosures and Abandonment of Mortgaged
Property....................64
Section 4.07.
Optional Purchase of Defaulted Mortgage
Loans....................................64
Section 4.08.
Surety
Bond......................................................................64
Section 4.09.
The Swap
Agreement...............................................................64
ARTICLE V
THE
CERTIFICATES..........................................................................68
Section 5.01.
The
Certificates.................................................................68
Section 5.02.
Registration of Transfer and Exchange of
Certificates............................68
Section 5.03.
Mutilated, Destroyed, Lost or Stolen
Certificates................................68
Section 5.04.
Persons Deemed
Owners............................................................68
Section 5.05.
Appointment of Paying
Agent......................................................68
Section 5.06.
U.S.A. Patriot Act
Compliance....................................................69
ARTICLE VI
THE COMPANY AND THE MASTER
SERVICER.......................................................70
ARTICLE VII
DEFAULT...................................................................................71
ARTICLE VIII
CONCERNING THE TRUSTEE AND SUPPLEMENTAL INTEREST TRUST
TRUSTEE............................72
Section 8.01.
Duties of Trustee and Supplemental Interest Trust
Trustee........................72
Section 8.02.
Certain Matters Affecting the Trustee and Supplemental Interest
Trust
Trustee..........................................................................74
Section 8.03.
Trustee and Supplemental Interest Trust Trustee Not Liable for
Certificates
or Mortgage
Loans................................................................75
Section 8.04.
Trustee and Supplemental Interest Trust Trustee May Own
Certificates.............76
Section 8.05.
Master Servicer to Pay Trustee's and Supplemental Interest Trust
Trustee's
Fees and Expenses;
Indemnification...............................................76
Section 8.06.
Eligibility Requirements for
Trustee.............................................77
Section 8.07.
Resignation and Removal of the Trustee and Supplemental Interest
Trust
Trustee..........................................................................78
Section 8.08.
Successor Trustee and Successor Supplemental Interest Trust
Trustee..............79
Section 8.09.
Merger or Consolidation of
Trustee...............................................80
Section 8.10.
Appointment of Co-Trustee or Separate
Trustee....................................80
Section 8.11.
Appointment of
Custodians........................................................80
Section 8.12.
Appointment of Office or
Agency..................................................80
Section 8.13.
Swap Agreement and SB-AM Swap
Agreement..........................................80
ARTICLE IX
TERMINATION...............................................................................81
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........81
Section 9.02.
Additional Termination
Requirements..............................................84
Section 9.03.
Termination of Multiple
REMICs...................................................84
ARTICLE X
REMIC
PROVISIONS..........................................................................85
Section 10.01.
REMIC
Administration.............................................................85
Section 10.02.
Master Servicer; REMIC Administrator and Trustee
Indemnification.................85
Section 10.03.
Designation of
REMICs............................................................85
Section 10.04.
Distributions on the Uncertificated REMIC Regular
Interests......................85
Section 10.05.
Compliance with Withholding
Requirements.........................................85
Section 10.06.
Grantor Trust
Provisions.........................................................86
ARTICLE XI
MISCELLANEOUS
PROVISIONS..................................................................88
Section 11.01.
Amendment........................................................................88
Section 11.02.
Recordation of Agreement;
Counterparts...........................................88
Section 11.03.
Limitation on Rights of
Certificateholders.......................................88
Section 11.04.
Governing
Law....................................................................88
Section 11.05.
Notices..........................................................................88
Section 11.06.
Required Notices to Rating Agency and
Subservicer................................89
Section 11.07.
Severability of
Provisions.......................................................89
Section 11.08.
Supplemental Provisions for
Resecuritization.....................................89
Section 11.09.
Allocation of Voting
Rights......................................................89
Section 11.10.
No
Petition......................................................................89
ARTICLE XII
COMPLIANCE WITH REGULATION
AB.............................................................91
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
This is a Series Supplement,
dated as of January 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)
$9,188,391.500
I-2-A
Variable(1)
$8,852,593.000
I-3-A
Variable(1)
$8,529,133.500
I-4-A
Variable(1)
$8,217,559.500
I-5-A
Variable(1)
$7,917,430.000
I-6-A
Variable(1)
$7,628,323.500
I-7-A
Variable(1)
$7,349,833.500
I-8-A
Variable(1)
$7,081,566.500
I-9-A
Variable(1)
$6,823,147.500
I-10-A
Variable(1)
$6,574,211.000
I-11-A
Variable(1)
$6,334,408.000
I-12-A
Variable(1)
$6,103,402.500
I-13-A
Variable(1)
$5,880,869.000
I-14-A
Variable(1)
$5,666,495.000
I-15-A
Variable(1)
$5,459,980.500
I-16-A
Variable(1)
$5,261,035.500
I-17-A
Variable(1)
$5,069,381.000
I-18-A
Variable(1)
$4,884,748.500
I-19-A
Variable(1)
$4,706,879.500
I-20-A
Variable(1)
$4,535,524.500
I-21-A
Variable(1)
$4,370,443.500
I-22-A
Variable(1)
$4,211,406.500
I-23-A
Variable(1)
$4,058,190.500
I-24-A
Variable(1)
$3,910,580.500
I-25-A
Variable(1)
$3,768,371.500
I-26-A
Variable(1)
$3,631,364.000
I-27-A
Variable(1)
$3,499,367.500
I-28-A
Variable(1)
$3,372,196.500
I-29-A
Variable(1)
$3,249,675.000
I-30-A
Variable(1)
$3,131,630.500
I-31-A
Variable(1)
$3,017,900.000
I-32-A
Variable(1)
$2,908,324.500
I-33-A
Variable(1)
$2,804,240.500
I-34-A
Variable(1)
$2,702,417.000
I-35-A
Variable(1)
$2,604,433.000
I-36-A
Variable(1)
$2,509,902.500
I-37-A
Variable(1)
$2,418,824.500
I-38-A
Variable(1)
$2,331,070.500
I-39-A
Variable(1)
$2,246,519.500
I-40-A
Variable(1)
$2,165,053.500
I-41-A
Variable(1)
$2,086,559.500
I-42-A
Variable(1)
$2,010,929.000
I-43-A
Variable(1)
$1,938,056.000
I-44-A
Variable(1)
$1,867,839.500
I-45-A
Variable(1)
$1,800,183.000
I-46-A
Variable(1)
$1,734,992.000
I-47-A
Variable(1)
$1,672,175.500
I-48-A
Variable(1)
$1,611,647.500
I-49-A
Variable(1)
$1,553,324.500
I-50-A
Variable(1)
$1,497,124.000
I-51-A
Variable(1)
$1,442,970.000
I-52-A
Variable(1)
$1,390,786.500
I-53-A
Variable(1)
$1,340,502.500
I-54-A
Variable(1)
$1,292,047.000
I-55-A
Variable(1)
$1,246,194.500
I-56-A
Variable(1)
$1,277,520.500
I-57-A
Variable(1)
$1,228,683.000
I-58-A
Variable(1)
$1,183,119.500
I-59-A
Variable(1)
$28,443,783.500
I-1-B
Variable(1)
$9,188,391.500
I-2-B
Variable(1)
$8,852,593.000
I-3-B
Variable(1)
$8,529,133.500
I-4-B
Variable(1)
$8,217,559.500
I-5-B
Variable(1)
$7,917,430.000
I-6-B
Variable(1)
$7,628,323.500
I-7-B
Variable(1)
$7,349,833.500
I-8-B
Variable(1)
$7,081,566.500
I-9-B
Variable(1)
$6,823,147.500
I-10-B
Variable(1)
$6,574,211.000
I-11-B
Variable(1)
$6,334,408.000
I-12-B
Variable(1)
$6,103,402.500
I-13-B
Variable(1)
$5,880,869.000
I-14-B
Variable(1)
$5,666,495.000
I-15-B
Variable(1)
$5,459,980.500
I-16-B
Variable(1)
$5,261,035.500
I-17-B
Variable(1)
$5,069,381.000
I-18-B
Variable(1)
$4,884,748.500
I-19-B
Variable(1)
$4,706,879.500
I-20-B
Variable(1)
$4,535,524.500
I-21-B
Variable(1)
$4,370,443.500
I-22-B
Variable(1)
$4,211,406.500
I-23-B
Variable(1)
$4,058,190.500
I-24-B
Variable(1)
$3,910,580.500
I-25-B
Variable(1)
$3,768,371.500
I-26-B
Variable(1)
$3,631,364.000
I-27-B
Variable(1)
$3,499,367.500
I-28-B
Variable(1)
$3,372,196.500
I-29-B
Variable(1)
$3,249,675.000
I-30-B
Variable(1)
$3,131,630.500
I-31-B
Variable(1)
$3,017,900.000
I-32-B
Variable(1)
$2,908,324.500
I-33-B
Variable(1)
$2,804,240.500
I-34-B
Variable(1)
$2,702,417.000
I-35-B
Variable(1)
$2,604,433.000
I-36-B
Variable(1)
$2,509,902.500
I-37-B
Variable(1)
$2,418,824.500
I-38-B
Variable(1)
$2,331,070.500
I-39-B
Variable(1)
$2,246,519.500
I-40-B
Variable(1)
$2,165,053.500
I-41-B
Variable(1)
$2,086,559.500
I-42-B
Variable(1)
$2,010,929.000
I-43-B
Variable(1)
$1,938,056.000
I-44-B
Variable(1)
$1,867,839.500
I-45-B
Variable(1)
$1,800,183.000
I-46-B
Variable(1)
$1,734,992.000
I-47-B
Variable(1)
$1,672,175.500
I-48-B
Variable(1)
$1,611,647.500
I-49-B
Variable(1)
$1,553,324.500
I-50-B
Variable(1)
$1,497,124.000
I-51-B
Variable(1)
$1,442,970.000
I-52-B
Variable(1)
$1,390,786.500
I-53-B
Variable(1)
$1,340,502.500
I-54-B
Variable(1)
$1,292,047.000
I-55-B
Variable(1)
$1,246,194.500
I-56-B
Variable(1)
$1,277,520.500
I-57-B
Variable(1)
$1,228,683.000
I-58-B
Variable(1)
$1,183,119.500
I-59-B
Variable(1)
$28,443,783.500
A-I
Variable(1)
$21,698,453.630
_______________
(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)
$524,802,945.95
LT2
Variable(1)
$18,945.11
LT3
Variable(1)
$33,543.78
LT4
Variable(1)
$33,543.78
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 make an election 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
$297,454,000
Super
February 25,
AAA/Aaa
$100,000.00
Rate
Senior/Adjustable
2037
(1)(2)(3)
Rate
Class A-2
Adjustable
$123,939,000
Super Senior/Senior
February 25,
AAA/Aaa
$100,000.00
Rate
Support/ Adjustable
2037
(1)(2)(3)
Rate
Class A-3
Adjustable
$74,364,000
Senior Support/
February 25,
AAA/Aaa
$100,000.00
Rate
Adjustable Rate
2037
(1)(2)(3)
Class M-1
Adjustable
$11,023,000
Mezzanine/Adjustable
February 25,
AA/Aa1
$100,000.00
Rate
Rate
2037
(1)(2)(3)
Class M-2
Adjustable
$2,887,000
Mezzanine/Adjustable
February 25,
AA-/Aa1
$100,000.00
Rate
Rate
2037
(1)(2)(3)
Class M-3
Adjustable
$2,624,000
Mezzanine/Adjustable
February 25,
A/A1
$100,000.00
Rate
Rate
2037
(1)(2)(3)
Class M-4
Adjustable
$2,887,000
Mezzanine/Adjustable
February 25,
A-/A1
$100,000.00
Rate
Rate
2037
(1)(2)(3)
Class M-5
Adjustable
$2,624,000
Mezzanine/Adjustable
February 25,
BBB/A2
$100,000.00
Rate
Rate
2037
(1)(2)(3)
Class M-6
Adjustable
$1,838,000
Mezzanine/Adjustable
February 25,
NR/Baa1
$100,000.00
Rate
Rate
2037
(1)(2)(3)
Class M-7
Adjustable
$2,624,000
Mezzanine/Adjustable
February 25,
NR/Baa3
$100,000.00
Rate
Rate
2037
(1)(2)(3)
SB-PO
$2,624,978.63
(4)
Subordinate/Principal
February 25,
N/R
N/A
Only
2037
SB-IO
N/A (5)
Subordinate/Interest
February 25,
N/R
N/A
Only
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-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.
(5)
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.
(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) $2,624,978.63
Subordinate/Adjustable
February 25,
NA
N/A
Rate
2037
____________
(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
$524,888,978.63.
The
Mortgage
Loans
are
payment-option
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 Certificates and Class M 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-QH1" 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,
0.160% per annum, and on any
Distribution
Date on or after the first
Distribution Date after the first possible Optional Termination
Date, 0.320% 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,
0.190% per annum, and on any
Distribution
Date on or after the first
Distribution Date after the first possible Optional Termination
Date, 0.380% 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,
0.240% per annum, and on any
Distribution
Date on or after the first
Distribution Date after the first possible Optional Termination
Date, 0.480% 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,
0.390% per annum, and on any
Distribution
Date on or after the first
Distribution Date after the first possible Optional Termination
Date, 0.585% 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,
0.410% per annum, and on any
Distribution
Date on or after the first
Distribution Date after the first possible Optional Termination
Date, 0.615% 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,
0.500% per annum, and on any
Distribution
Date on or after the first
Distribution Date after the first possible Optional Termination
Date, 0.750% 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,
0.570% per annum, and on any
Distribution
Date on or after the first
Distribution Date after the first possible Optional Termination
Date, 0.855% 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,
1.400% per annum, and on any
Distribution
Date on or after the first
Distribution Date after the first possible Optional Termination
Date, 2.100% 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 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 annexed to the Standard Terms as Exhibit
C-II,
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.
Closing Date:
January 30, 2007.
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-QH1.
Cut-off Date Balance:
$524,888,978.63.
Cut-off Date:
January 1, 2007.
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
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
Interest
I-1-B
through
REMIC I Regular
Interest
I-59-B,
starting with the lowest
numerical
denomination,
in
reduction of the portion of the Uncertificated
Accrued Interest thereon
distributable on the related
Distribution
Date, and third, to the extent of any remaining
amounts,
to REMIC I Regular Interest I-1-A through REMIC I Regular
Interest
I-59-A,
starting
with
the
lowest
numerical
denomination,
in
reduction
of
the
portion
of
the
Uncertificated
Accrued Interest
thereon
distributable
on the related
Distribution
Date, and in each case shall
result in an
increase
in the
Uncertificated
Principal
Balance
thereof
to the
extent of such
reduction.
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 and shall
result in an increase in the Uncertificated Principal Balance
thereof to the extent of such reduction.
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.
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 February 2007, the period commencing on
the Closing Date and ending on the day
immediately
preceding
the
Distribution
Date in February
2007,
and with
respect to any
Distribution
Date after the
Distribution
Date in
February
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:
February 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.
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
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
2
I-1-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
3
I-2-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A
Uncertificated REMIC I Pass-Through Rate
4
I-3-A through I-59-A
2 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
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-3-A
Uncertificated REMIC I Pass-Through Rate
6
I-5-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-4-A
Uncertificated REMIC I Pass-Through Rate
7
I-6-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-5-A
Uncertificated REMIC I Pass-Through Rate
8
I-7-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-6-A
Uncertificated REMIC I Pass-Through Rate
9
I-8-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-7-A
Uncertificated REMIC I Pass-Through Rate
10
I-9-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-8-A
Uncertificated REMIC I Pass-Through Rate
11
I-10-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-9-A
Uncertificated REMIC I Pass-Through Rate
12
I-11-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-10-A
Uncertificated REMIC I Pass-Through Rate
13
I-12-A through I-59-A
2 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
2 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
2 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
2 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
2 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
2 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
2 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
2 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
2 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
2 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
2 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
2 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
2 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
2 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
2 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
2 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
2 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
2 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
2 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
2 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
2 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
2 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
2 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
2 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
2 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
2 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
2 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
2 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
2 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
2 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
2 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
2 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
2 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
2 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
2 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
2 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
2 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
2 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
2 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
2 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
2 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
2 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
2 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
2 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
2 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
2 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
2 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 through I-59-A
2 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 February 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 February
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.
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.
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 February 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 February 2013,
13.875% and (b) on any Distribution
Date on or after the Distribution Date in
February 2013, 11.100%.
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
86.125%
88.900%
M-1
91.375%
93.100%
M-2
92.750%
94.200%
M-3
94.000%
95.200%
M-4
95.375%
96.300%
M-5
96.625%
97.300%
M-6
97.500%
98.000%
M-7
98.750%
99.000%
(1)
For any Distribution Date prior to the Distribution Date in
February 2013.
(2)
For any Distribution Date in February 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 Bear
Stearns Financial Products Inc." and which must be an Eligible
Account.
Supplemental
Interest
Trust
Trustee:
Deutsche
Bank
Trust
Company
Americas,
a
national
banking
association,
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 Bear Stearns Financial
Products Inc.
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
February
2007 and for federal
income tax
purposes
only,
Swap LIBOR shall be deemed to be
equal to 5.12%.
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.
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
February 2009 to January 2010: 0.150% with respect to February
2009, plus
an additional 1/12th of
0.250% for each month through January 2010.
o
February 2010 to January 2011: 0.400% with respect to February
2010, plus
an additional 1/12th of
0.300% for each month through January 2011.
o
February 2011 to January 2012: 0.700% with respect to February
2011, plus
an additional 1/12th of
0.250% for each month through January 2012.
o
February 2012 to January 2013: .950% with respect to February 2012,
plus an
additional 1/12th of 0.400%
for each month through January 2013.
o
February 2013 to January 2014: 1.350% with respect to February
2013, plus
an additional 1/12th of
0.100% for each month January 2014.
o
February 2014 and thereafter: 1.450%.
2007-QH1 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", a per annum rate equal to the weighted
average Net Mortgage Rate of the Mortgage Loans multiplied
by two (2),
subject to a maximum
rate
of 10.24%.
With respect to each REMIC I Regular
Interest
ending with the
designation
"B",
the
greater of (x) a per annum rate equal to the
excess,
if any,
of (i) 2
multiplied
by the
weighted
average Net Mortgage Rate of the Mortgage Loans over
(ii) 10.24% and (y) 0.00000%.
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) 2 multiplied by Swap LIBOR.
Underwriter:
Goldman, Sachs & Co.
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):
(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
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 3.1% 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 1.2% of the Mortgage Loans by aggregate
Stated
Principal
Balance as of the Cut-off Date are
secured by Mortgaged
Properties located in any one zip code area in California,
and no more than
0.4% of the
Mortgage
Loans by
aggregate
Stated
Principal
Balance as of the Cut-off
Date are
secured by Mortgaged Properties located in any one zip code area
outside California;
(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 89.30% of the Mortgage
Loans by
aggregate
Stated
Principal
Balance as of the Cut-off Date
were underwritten
under a reduced loan
documentation
program,
none of the Mortgage Loans as of
the Cut-off Date were
underwritten
under a no-stated
income
program,
and none of the Mortgage
Loans as of the Cut-off Date were underwritten under a no income/no
asset program;
(X)
Except with respect to no more than 8.87% of the Mortgage Loans by
aggregate
Stated
Principal
Balance as
of the Cut-off
Date,
the
Mortgagor
represented
in its loan
application
with
respect to the
related Mortgage Loan that the Mortgaged Property would be
owner-occupied;
(XI)
None of the Mortgage Loans is a Buy-Down Mortgage Loan;
(XII)
Each Mortgage Loan
constitutes a qualified
mortgage under Section
860G(a)(3)(A) of the Code and Treasury
Regulation
Section
1.860G-2(a)(1),
(2),
(4),
(5),
(6),
(7) and (9) without
reliance on the
provisions
of
Treasury
Regulation
Section
1.860G-2(a)(3)
or
Treasury
Regulation
Section
1.860G-2(f)(2)
or any other
provision
that
would
allow a
Mortgage
Loan to be
treated
as a
"qualified
mortgage"
notwithstanding
its
failure
to
meet
the
requirements
of
Section
860G(a)(3)(A) of the Code and Treasury Regulation Section
1.860G-2(a)(1),
(2), (4), (5), (6), (7)
and (9);
(XIII)
A policy
of title
insurance
was
effective
as of the
closing
of each
Mortgage
Loan and is valid and
binding and remains in full force and effect,
unless the Mortgaged
Properties are located in the
State of Iowa and an attorney's certificate has been provided as
described in the Program Guide;
(XIV)
No Mortgage Loan is a Cooperative Loan;
(XV)
With respect to each Mortgage Loan originated
under a "streamlined"
Mortgage Loan program
(through which
no new or
updated
appraisals
of
Mortgaged
Properties
are
obtained
in
connection
with the
refinancing thereof),
the related Seller has represented that either (a) the value of the
related
Mortgaged
Property
as of the
date
the
Mortgage
Loan was
originated
was not
less
than the
appraised
value of such property at the time of origination
of the
refinanced
Mortgage Loan or
(b) the
Loan-to-Value
Ratio of the Mortgage Loan as of the date of
origination
of the Mortgage
Loan generally meets the Company's underwriting guidelines;
(XVI)
Interest on each Mortgage
Loan is
calculated
on the basis of a 360-day year
consisting of twelve 30-day
months;
(XVII)
None of the Mortgage Loans contain in the related Mortgage File a
Destroyed Mortgage Note;
(XVIII)
None of the Mortgage Loans have been made to International
Borrowers;
(XIX)
No Mortgage
Loan provides for payments
that are subject to reduction by
withholding
taxes levied by any
foreign (non-United States) sovereign government; and
(XX)
None of the Mortgage
Loans are
Additional
Collateral
Loans and none of the
Mortgage
Loans are Pledged
Asset Loans.
It is
understood
and agreed that the
representations
and
warranties
set forth in this
Section
2.03(b)
shall
survive delivery of the respective Mortgage Files to the Trustee or
any Custodian.
Upon discovery by any of the Company, the Master Servicer,
the Trustee or any Custodian of a breach of any
of the
representations
and warranties set forth in this Section 2.03(b) that materially
and adversely
affects the
interests
of the
Certificateholders
in any Mortgage
Loan,
the party
discovering
such breach shall give prompt
written
notice to the other
parties (any
Custodian
being so obligated
under a Custodial
Agreement);
provided,
however,
that in the event of a breach of the
representation and warranty set forth in Section
2.03(b)(xii),
the
party
discovering
such
breach
shall
give
such
notice
within
five days of
discovery.
Within 90 days of its
discovery
or its
receipt of notice of breach,
the
Company
shall
either
(i) cure such
breach in all
material
respects or (ii) purchase
such Mortgage Loan from the Trust Fund at the Purchase
Price and in the manner set forth
in Section
2.02;
provided that the Company
shall have the option to
substitute a Qualified
Substitute
Mortgage
Loan or Loans for such
Mortgage
Loan if such
substitution
occurs
within two years
following
the Closing Date;
provided
that if the omission or defect would cause the
Mortgage
Loan to be other than a "qualified
mortgage" as
defined in Section
860G(a)(3)
of the Code,
any such cure or
repurchase
must occur
within 90 days from the date
such
breach was
discovered.
Any such
substitution
shall be
effected
by the
Company
under the same terms and
conditions as provided in Section 2.04 for
substitutions by Residential
Funding.
It is understood and agreed that
the
obligation
of the
Company to cure such breach or to so purchase or
substitute
for any
Mortgage
Loan as to
which such a breach has
occurred
and is
continuing
shall
constitute
the sole
remedy
respecting
such
breach
available to the Certificateholders or the Trustee on behalf of the
Certificateholders.
SECTION 2.04.
REPRESENTATIONS AND WARRANTIES OF RESIDENTIAL FUNDING.
(See section 2.04 of the Standard Terms.)
SECTION 2.05.
EXECUTION AND AUTHENTICATION OF
CERTIFICATES/ISSUANCE
OF CERTIFICATES
EVIDENCING
INTERESTS IN
REMICS.
The Trustee
acknowledges the assignment to it of the Mortgage Loans and the
delivery of the Mortgage Files
to it, or any Custodian on its behalf,
subject to any exceptions
noted,
together with the assignment to it of all
other
assets
included
in the Trust Fund and/or the
applicable
REMIC,
receipt of which is hereby
acknowledged.
Concurrently
with such
delivery
and in exchange
therefor,
the Trustee,
pursuant to the written
request of the
Company
executed by an officer of the
Company,
has executed and caused to be
authenticated
and
delivered to or
upon the order of the Company the Class R-I
Certificates
in
authorized
denominations
which,
together
with the
REMIC I Regular
Interests,
evidence
the
beneficial
interest
in REMIC I, and the
Class
R-II
Certificates
in
authorized
denominations which,
together with the REMIC II Regular Interests,
evidence the beneficial interest in
REMIC II.
SECTION 2.06.
CONVEYANCE OF UNCERTIFICATED REMIC REGULAR INTERESTS; ACCEPTANCE BY
THE TRUSTEE.
The Company,
as of the Closing Date, and concurrently with the execution and
delivery hereof,
does hereby
assign
without
recourse
all the right,
title and
interest
of the
Company in and to the
Uncertificated
REMIC
Regular
Interests
to the
Trustee for the
benefit of the
Holders of each Class of
Certificates
(other than the
Class R-I
Certificates
and Class R-II
Certificates,
and with respect to the REMIC III Regular
Interests
SB-IO,
SB-PO and IO, the Class R-III
Certificates).
The Trustee
acknowledges receipt of the Uncertificated REMIC Regular
Interests
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