<PAGE>
EXHIBIT 4.1
Execution Copy
MERRILL LYNCH MORTGAGE INVESTORS, INC.,
Depositor
WELLS FARGO BANK, N.A.,
Master Servicer and Securities Administrator
WILSHIRE CREDIT CORPORATION,
Servicer and Company
and
HSBC BANK USA, NATIONAL ASSOCIATION,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of March 1, 2007
----------
Mortgage Pass-Through Certificates, MANA Series 2007-OAR2
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S>
<C>
ARTICLE I
DEFINITIONS....................................................
13
Section 1.02
Accounting..............................................
62
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES..........................................................
62
Section 2.01
Conveyance of Mortgage
Loans to Trustee................. 62
Section 2.02
Acceptance of Mortgage
Loans by Trustee................. 65
Section 2.03
Assignment of Interest
in the Mortgage Loan Purchase
Agreement...............................................
68
Section 2.04
Substitution of
Mortgage Loans.......................... 69
Section 2.05
Issuance of
Certificates................................ 70
Section 2.06
Representations and
Warranties Concerning the
Depositor...............................................
71
Section 2.07
Representations and
Warranties Concerning the Master
Servicer and Securities Administrator...................
72
Section 2.08
Covenants of the
Company................................ 73
ARTICLE III ADMINISTRATION OF MORTGAGE
LOANS............................ 73
Section 3.01
Master
Servicer......................................... 73
Section 3.02
REMIC-Related
Covenants................................. 74
Section 3.03
Monitoring of
Servicers................................. 75
Section 3.04
Fidelity
Bond........................................... 76
Section 3.05
Power to Act;
Procedures................................ 76
Section 3.06
Due-on-Sale Clauses;
Assumption Agreements.............. 77
Section 3.07
[Reserved]..............................................
77
Section 3.08
Documents, Records and
Funds in Possession of Master
Servicer To Be Held for Trustee.........................
77
Section 3.09
Standard Hazard
Insurance and Flood Insurance Policies.. 78
Section 3.10
Presentment of Claims
and Collection of Proceeds........ 78
Section 3.11
Maintenance of the
Primary Mortgage Insurance Policies.. 78
Section 3.12
Trustee to Retain
Possession of Certain Insurance
Policies and Documents..................................
79
Section 3.13
Realization Upon
Defaulted Mortgage Loans............... 79
Section 3.14
Compensation for the
Master Servicer.................... 79
Section 3.15
REO
Property............................................ 79
Section 3.16
Annual Statement as to
Compliance....................... 80
Section 3.17
Reports on Assessment
of Compliance and Attestation..... 81
Section 3.18
Periodic
Filings........................................ 82
Section 3.19
Compliance with
Regulation AB........................... 89
Section 3.20
Servicing Rights
Owner.................................. 89
ARTICLE IV
ACCOUNTS......................................................
90
Section 4.01
Protected
Accounts...................................... 90
</TABLE>
<PAGE>
<TABLE>
<S>
<C>
Section 4.02
Master Servicer
Collection Account...................... 91
Section 4.03
Permitted Withdrawals
and Transfers from the Master
Servicer Collection Account.............................
92
Section 4.04
Distribution
Account.................................... 93
Section 4.05
Permitted Withdrawals
and Transfers from the
Distribution Account....................................
94
ARTICLE V
CERTIFICATES...................................................
96
Section 5.01
The
Certificates........................................ 96
Section 5.02
Certificate Register;
Registration of Transfer and
Exchange of Certificates................................
96
Section 5.03
Mutilated, Destroyed,
Lost or Stolen Certificates....... 100
Section 5.04
Persons Deemed
Owners................................... 101
Section 5.05
Access to List of
Certificateholders' Names and
Addresses...............................................
101
Section 5.06
Book-Entry
Certificates................................. 101
Section 5.07
Notices to
Depository................................... 102
Section 5.08
Definitive
Certificates................................. 102
Section 5.09
Maintenance of Office
or Agency......................... 103
ARTICLE VI PAYMENTS TO
CERTIFICATEHOLDERS................................ 103
Section 6.01
Distributions on the
Certificates....................... 103
Section 6.02
Distributions...........................................
113
Section 6.03
Statements to
Certificateholders........................ 114
Section 6.04
Advances................................................
117
Section 6.05
Compensating Interest
Payments.......................... 117
ARTICLE VII THE MASTER SERVICER AND THE
DEPOSITOR........................ 118
Section 7.01
Liabilities of the
Master Servicer...................... 118
Section 7.02
Merger or
Consolidation of the Master Servicer.......... 118
Section 7.03
Indemnification from
the Master Servicer and the
Depositor...............................................
118
Section 7.04
Limitations on
Liability of the Master Servicer and
Others..................................................
118
Section 7.05
Master Servicer Not to
Resign........................... 120
Section 7.06
Successor Master
Servicer............................... 120
Section 7.07
Sale and Assignment of
Master Servicing................. 120
ARTICLE VIII
DEFAULT.....................................................
121
Section 8.01
Events of
Default....................................... 121
Section 8.02
Trustee to Act;
Appointment of Successor................ 122
Section 8.03
Notification to
Certificateholders...................... 124
Section 8.04
Waiver of
Defaults...................................... 124
Section 8.05
List of
Certificateholders.............................. 124
ARTICLE IX CONCERNING THE TRUSTEE AND THE SECURITIES
ADMINISTRATOR....... 124
Section 9.01
Duties of
Trustee....................................... 124
</TABLE>
iii
<PAGE>
<TABLE>
<S>
<C>
Section 9.02
Certain Matters
Affecting the Trustee and the Securities
Administrator...........................................
127
Section 9.03
Trustee and Securities
Administrator Not Liable for
Certificates or Mortgage Loans..........................
128
Section 9.04
Trustee and Securities
Administrator May Own
Certificates............................................
129
Section 9.05
Trustee's and
Securities Administrator's Fees and
Expenses................................................
129
Section 9.06
Eligibility
Requirements for Trustee and Securities
Administrator...........................................
130
Section 9.07
Insurance...............................................
130
Section 9.08
Resignation and
Removal of the Trustee and Securities
Administrator...........................................
131
Section 9.09
Successor Trustee and
Successor Securities
Administrator...........................................
131
Section 9.10
Merger or
Consolidation of Trustee or Securities
Administrator...........................................
132
Section 9.11
Appointment of
Co-Trustee or Separate Trustee........... 132
Section 9.12
Federal Information
Returns and Reports to
Certificateholders; REMIC Administration................
134
ARTICLE X
TERMINATION....................................................
142
Section 10.01
Termination upon Liquidation or Repurchase of all
Mortgage Loans..........................................
142
Section 10.02
Final Distribution on the Certificates..................
143
Section 10.03
Additional Termination Requirements.....................
144
ARTICLE XI MISCELLANEOUS
PROVISIONS...................................... 145
Section 11.01
Intent of Parties.......................................
145
Section 11.02
Amendment...............................................
145
Section 11.03
Recordation of Agreement................................
147
Section 11.04
Limitation on Rights of Certificateholders..............
147
Section 11.05
Acts of Certificateholders..............................
148
Section 11.06
Governing Law...........................................
149
Section 11.07
Notices.................................................
149
Section 11.08
Severability of Provisions..............................
150
Section 11.09
Successors and Assigns..................................
150
Section 11.10
Article and Section Headings............................
150
Section 11.11
Counterparts............................................
150
Section 11.12
Notice to Rating Agencies...............................
150
Section 11.13
Third Party Rights......................................
150
ARTICLE XII PROHIBITED
TRANSACTIONS...................................... 151
Section 12.01
[Reserved]..............................................
151
Section 12.02
Prohibited Transactions and Activities..................
151
Section 12.03
Indemnification with Respect to Prohibited Transactions
or Loss of REMIC Status.................................
151
Section 12.04
REO Property............................................
151
ARTICLE XIII SERVICING OF MORTGAGE
LOANS................................. 152
</TABLE>
iv
<PAGE>
<TABLE>
<S>
<C>
Section 13.01
Company to Service Mortgage Loans.......................
152
Section 13.02
Servicing and Subservicing; Enforcement of the
Obligations of Servicers................................
154
Section 13.03
Rights of the Depositor and the Trustee in Respect of
the Servicer............................................
155
Section 13.04
Master Servicer to Act as Servicer......................
155
Section 13.05
Collection of Mortgage Loan Payments; Collection
Account; Certificate Account............................
156
Section 13.06
Collection of Taxes, Assessments and Similar Items;
Escrow Accounts.........................................
158
Section 13.07
Access to Certain Documentation and Information
Regarding the Mortgage Loans............................
159
Section 13.08
Permitted Withdrawals from the Collection Account and
Certificate Account.....................................
159
Section 13.09
[Reserved]..............................................
161
Section 13.10
Maintenance of Hazard Insurance.........................
161
Section 13.11
Enforcement of Due-On-Sale Clauses; Assumption
Agreements..............................................
162
Section 13.12
Realization Upon Defaulted Mortgage Loans; Determination
of Excess Proceeds; Special Loss Mitigation.............
163
Section 13.13
Release of Mortgage Files...............................
167
Section 13.14
Documents, Records and Funds in Possession of Servicer
to be Held for the Trustee..............................
168
Section 13.15
Servicing Compensation..................................
168
Section 13.16
Access to Certain Documentation.........................
169
Section 13.17
Subordination of Liens..................................
169
Section 13.18
Information to the Master Servicer......................
170
Section 13.19
Indemnification.........................................
170
Section 13.20
Solicitation............................................
170
Section 13.21
High Cost Mortgage Loans................................
171
Section 13.22
Advances................................................
171
Section 13.23
Reduction of Servicing Compensation in Connection with
Prepayment Interest Shortfalls..........................
172
Section 13.24
Special Servicing Agreements............................
173
ARTICLE XIV THE DEPOSITOR AND THE
SERVICER............................... 173
Section 14.01
Respective Liabilities of the Depositor and the
Servicer................................................
173
Section 14.02
Merger or Consolidation of the Depositor or the
Servicer................................................
173
Section 14.03
Limitation on Liability of the Depositor, the Servicers
and Others..............................................
173
Section 14.04
Limitation on Resignation of Servicer...................
174
Section 14.05
Errors and Omissions Insurance; Fidelity Bonds..........
174
ARTICLE XV DEFAULT; TERMINATION OF A
SERVICER............................ 175
Section 15.01
Servicer Events of Default..............................
175
Section 15.02
Master Servicer to Act; Appointment of Successor........
177
</TABLE>
v
<PAGE>
<TABLE>
<S>
<C>
ARTICLE XVI Compliance With Regulation
AB................................ 178
Section 16.01
Intent of the Parties; Reasonableness...................
178
Section 16.02
[Reserved]..............................................
178
Section 16.03
Information to Be Provided by the Servicer..............
178
Section 16.04
Servicer Compliance Statement...........................
179
Section 16.05
Report on Assessment of Compliance and Attestation......
180
Section 16.06
Use of Subservicers and Subcontractors..................
181
Section 16.07
Indemnification; Remedies...............................
182
</TABLE>
vi
<PAGE>
EXHIBITS
Exhibit A-1 - Form of Senior Certificates and Class M
Certificates
Exhibit A-2 - Form of Class B Certificates
Exhibit A-3 - Form of Class R Certificate
Exhibit A-4 - Form of Class P Certificate
Exhibit A-5 - Form of Class C Certificate
Exhibit B -
Mortgage Loan Schedule
Exhibit C -
[Reserved]
Exhibit D -
Request for Release of Documents
Exhibit E-1 - Form of Transferee's Letter
Exhibit E-2 - Form of Transferor Certificate
Exhibit F-1 - Form of Transferor Representation Letter
Exhibit F-2 - Form of Investor Representation Letter
Exhibit F-3 - Form of Rule 144A Letter
Exhibit G - Form
of Custodial Agreement
Exhibit H -
One-Month LIBOR Corridor Table
Exhibit I -
[Reserved]
Exhibit J -
Mortgage Loan Purchase Agreement
Exhibit K -
Servicing Criteria To Be Addressed in Assessment of Compliance
Exhibit L - Form
of Sarbanes-Oxley Certification
Exhibit M - Form
of Back-up Sarbanes-Oxley Certification
Exhibit N - Form
of Corridor Contract
Exhibit O -
Additional Disclosure Notification
Exhibit P - Form
of Item 1123 Certification of Servicer
Exhibit Q-1 - Additional Form 10-D Disclosure
Exhibit Q-2 - Additional Form 10-K Disclosure
Exhibit Q-3 - Form 8-K Disclosure Information
Exhibit R - Form
of Swap Agreement
Exhibit S -
[Reserved]
vii
<PAGE>
This
Pooling and Servicing Agreement, dated as of March 1, 2007
(this
"Agreement" or this "Pooling and Servicing Agreement"), among
MERRILL LYNCH
MORTGAGE INVESTORS, INC., as depositor (the "Depositor"), WELLS
FARGO BANK,
N.A., as master servicer (in such capacity, the "Master Servicer")
and as
securities administrator (in such capacity, the "Securities
Administrator"),
WILSHIRE CREDIT CORPORATION, as a servicer (a "Servicer" and the
"Company"), and
HSBC BANK USA, NATIONAL ASSOCIATION, as trustee (the
"Trustee").
PRELIMINARY STATEMENT
The
Depositor has acquired the Mortgage Loans from the Sponsor and at
the
Closing Date is the owner of the Mortgage Loans and the other
related property
being conveyed by the Depositor to the Trustee hereunder on behalf
of the
Issuing Entity for inclusion in the Trust Fund. On the Closing
Date, the
Depositor will acquire the Certificates from the Trustee as
consideration for
the Depositor's transfer to the Issuing Entity of the Mortgage
Loans and the
other related property constituting that portion of the Trust Fund
relating to
the Certificates. The Depositor has duly authorized the execution
and delivery
of this Agreement to provide for the conveyance to the Issuing
Entity of the
Mortgage Loans and the other related property constituting that
portion of the
Trust Fund relating to the Certificates. All covenants and
agreements made by
the Sponsor in the Mortgage Loan Purchase Agreement and in this
Agreement and
all covenants and agreements made by the Depositor, the Trustee,
the Securities
Administrator, the Company and the Master Servicer herein with
respect to the
Mortgage Loans and the other related property constituting that
portion of the
Trust Fund relating to the Certificates are for the benefit of the
Holders from
time to time of the Certificates. The Depositor, the Trustee, the
Securities
Administrator, the Company and the Master Servicer are entering
into this
Agreement, and the Trustee on behalf of the Issuing Entity is
accepting the
Trust Fund created hereby, for good and valuable consideration, the
receipt and
sufficiency of which are hereby acknowledged.
As
provided herein, the Securities Administrator shall elect that the
Trust
Fund be treated for federal income tax purposes as consisting of
(i) three real
estate mortgage investment conduits, (ii) the right to receive
payments
distributable to the Class P Certificates, (iii) the Corridor
Contract and the
Corridor Contract Account, (iv) the grantor trusts described in
Section 9.12
hereof and (v) the Supplemental Interest Trust, which in turn will
hold the Swap
Agreement. The SWAP REMIC will consist of all of the assets
constituting the
Trust Fund (other than the assets described in clauses (ii), (iii),
(iv) and (v)
above, other than the SWAP REMIC Regular Interests and other than
the Lower Tier
REMIC Regular Interests) and will be evidenced by the SWAP REMIC
Regular
Interests (which will be uncertificated and will represent the
"regular
interests" in the SWAP REMIC) and the Class SWR Interest as the
single "residual
interest" in the SWAP REMIC. The Lower Tier REMIC will consist of
SWAP REMIC
Regular Interests and will be evidenced by the Lower Tier REMIC
Regular
Interests (which will be uncertificated and will represent the
"regular
interests" in the Lower Tier REMIC) and the Class LTR Interest as
the single
"residual interest" in the Lower Tier REMIC. The Trustee will hold
the Lower
Tier REMIC Regular Interests. The Upper Tier REMIC will consist of
the Lower
Tier REMIC Regular Interests and will be evidenced by the REMIC
Regular
Interests (which will represent the "regular interests" in the
Upper Tier REMIC)
and the Residual Interest as the single "residual interest" in the
Upper Tier
REMIC. The Class R Certificate will represent beneficial ownership
of the Class
SWR Interest, the Class LTR Interest and the
<PAGE>
Residual Interest. The "latest possible maturity date" for federal
income tax
purposes of all interests created hereby will be the Latest
Possible Maturity
Date.
THE
SWAP REMIC
The
following table sets forth the designations, initial principal
balances
and interest rates for each interest in the SWAP REMIC:
<TABLE>
<CAPTION>
Class
Initial Principal Balance Interest Rate
------
------------------------- -------------
<S> <C>
<C>
SW-Z
$58,332,340.860
(1)
SW-1A
$ 4,566,181.500
(2)
SW-1B
$ 4,566,181.500
(3)
SW-2A
$ 4,449,701.500
(2)
SW-2B
$ 4,449,701.500
(3)
SW-3A
$ 3,915,666.000
(2)
SW-3B
$ 3,915,666.000
(3)
SW-4A
$ 9,590,183.500
(2)
SW-4B
$ 9,590,183.500
(3)
SW-5A
$10,304,546.000
(2)
SW-5B
$10,304,546.000
(3)
SW-6A
$ 9,821,256.500
(2)
SW-6B
$ 9,821,256.500
(3)
SW-7A
$ 9,739,545.000
(2)
SW-7B
$ 9,739,545.000
(3)
SW-8A
$ 9,276,560.000
(2)
SW-8B
$ 9,276,560.000
(3)
SW-9A
$ 8,515,265.000
(2)
SW-9B
$ 8,515,265.000
(3)
SW-10A
$ 7,807,503.000
(2)
SW-10B
$ 7,807,503.000
(3)
SW-11A
$ 6,403,554.000
(2)
SW-11B
$ 6,403,554.000
(3)
SW-12A
$ 5,939,173.500
(2)
SW-12B
$ 5,939,173.500
(3)
SW-13A
$ 5,146,265.500
(2)
SW-13B
$ 5,146,265.500
(3)
SW-14A
$ 4,694,384.500
(2)
SW-14B
$ 4,694,384.500
(3)
SW-15A
$ 3,823,878.000
(2)
SW-15B
$ 3,823,878.000
(3)
SW-16A
$ 3,664,582.000
(2)
SW-16B
$ 3,664,582.000
(3)
SW-17A
$ 4,319,084.500
(2)
SW-17B
$ 4,319,084.500
(3)
SW-18A
$ 4,292,708.500
(2)
</TABLE>
-2-
<PAGE>
<TABLE>
<S> <C>
<C>
SW-18B
$ 4,292,708.500
(3)
SW-19A
$ 4,269,984.000
(2)
SW-19B
$ 4,269,984.000
(3)
SW-20A
$ 4,361,661.500
(2)
SW-20B
$
4,361,661.500
(3)
SW-21A
$ 4,178,017.000
(2)
SW-21B
$ 4,178,017.000
(3)
SW-22A
$ 3,877,524.000
(2)
SW-22B
$ 3,877,524.000
(3)
SW-23A
$ 3,387,625.000
(2)
SW-23B
$ 3,387,625.000
(3)
SW-24A
$ 3,274,633.500
(2)
SW-24B
$ 3,274,633.500
(3)
SW-25A
$ 3,011,330.000
(2)
SW-25B
$ 3,011,330.000
(3)
SW-26A
$ 2,973,627.000
(2)
SW-26B
$ 2,973,627.000
(3)
SW-27A
$ 2,834,251.500
(2)
SW-27B
$ 2,834,251.500
(3)
SW-28A
$ 7,181,402.000
(2)
SW-28B
$ 7,181,402.000
(3)
SW-29A
$ 8,761,772.000
(2)
SW-29B
$ 8,761,772.000
(3)
SW-30A
$ 5,385,917.500
(2)
SW-30B
$ 5,385,917.500
(3)
SW-31A
$ 2,395,490.500
(2)
SW-31B
$ 2,395,490.500
(3)
SW-32A
$ 2,813,250.500
(2)
SW-32B
$ 2,813,250.500
(3)
SW-33A
$ 2,703,228.000
(2)
SW-33B
$ 2,703,228.000
(3)
SW-34A
$ 2,622,339.000
(2)
SW-34B
$ 2,622,339.000
(3)
SW-35A
$ 2,290,389.000
(2)
SW-35B
$ 2,290,389.000
(3)
SW-36A
$ 2,359,552.000
(2)
SW-36B
$ 2,359,552.000
(3)
SW-37A
$ 2,174,401.500
(2)
SW-37B
$ 2,174,401.500
(3)
SW-38A
$ 2,118,726.000
(2)
SW-38B
$ 2,118,726.000
(3)
SW-39A
$ 1,933,236.500
(2)
SW-39B
$ 1,933,236.500
(3)
SW-40A $
2,145,706.000
(2)
SW-40B
$ 2,145,706.000
(3)
</TABLE>
-3-
<PAGE>
<TABLE>
<S> <C>
<C>
SW-41A
$ 4,851,614.000
(2)
SW-41B
$ 4,851,614.000
(3)
SW-42A
$ 4,556,975.500
(2)
SW-42B
$ 4,556,975.500
(3)
SW-43A
$ 4,505,558.500
(2)
SW-43B
$ 4,505,558.500
(3)
SW-44A
$ 4,481,082.000
(2)
SW-44B
$ 4,481,082.000
(3)
SW-45A
$ 4,196,364.500
(2)
SW-45B
$ 4,196,364.500
(3)
SW-46A
$ 4,084,147.500
(2)
SW-46B
$ 4,084,147.500
(3)
SW-47A
$ 3,775,036.000
(2)
SW-47B
$ 3,775,036.000
(3)
SW-48A
$ 6,225,259.500
(2)
SW-48B
$ 6,225,259.500
(3)
SW-49A
$ 5,852,301.000
(2)
SW-49B
$ 5,852,301.000
(3)
SW-50A
$ 5,668,319.500
(2)
SW-50B
$ 5,668,319.500
(3)
SW-51A
$ 5,046,854.500
(2)
SW-51B
$ 5,046,854.500
(3)
SW-52A
$ 4,324,304.000
(2)
SW-52B
$ 4,324,304.000
(3)
SW-53A
$ 3,864,447.500
(2)
SW-53B
$ 3,864,447.500
(3)
SW-54A
$22,017,459.000
(2)
SW-54B
$22,017,459.000
(3)
SWR
(4)
(4)
</TABLE>
(1) The interest rate
on the Class SW-Z Interest shall be a per annum rate
equal to the Net WAC.
(2) For any
Distribution Date, the interest rate on each SWAP REMIC Regular
Interest ending with the designation "A" shall be a per annum rate
equal to
2
times the Net WAC, subject to a maximum rate of 2 times the REMIC
Swap
Rate
for such Distribution Date.
(3) For any
Distribution Date, the interest rate on each SWAP REMIC Regular
Interest ending with the designation "B" shall be a per annum rate
equal to
the
greater of (x) the excess, if any, of (i) 2 times the Net WAC over
(ii)
2
times the REMIC Swap Rate for such Distribution Date and (y)
0.00%.
(4) The Class SWR
Interest shall have no principal amount and shall bear no
interest.
-4-
<PAGE>
THE LOWER TIER REMIC
The following table sets forth the designations, initial principal
balances,
interest rates and Classes of Corresponding Certificates for each
interest in
the Lower Tier REMIC:
<TABLE>
<CAPTION>
Class(es) of
Initial
Corresponding
Class Principal
Balance Interest
Rate
Certificates
-----
----------------- ------------- -------------
<S> <C>
<C>
<C>
LTA-1
(1)
(3)
A-1, R
LTA-2
(1)
(3)
A-2
LTA-3
(1)
(3)
A-3
LTM-1
(1)
(3)
M-1
LTM-2
(1)
(3)
M-2
LTM-3
(1)
(3)
M-3
LTM-4
(1)
(3)
M-4
LTM-5
(1)
(3)
M-5
LTM-6
(1)
(3)
M-6
LTB-1
(1)
(3)
B-1
LTB-2
(1)
(3)
B-2
LTB-3
(1)
(3)
B-3
LTX
(2)
(3)
N/A
LT-IO
(4)
(4)
N/A
LTR
(5)
(5)
N/A
</TABLE>
(1) The initial
principal balance of each of these Lower Tier REMIC Regular
Interests shall equal 1/2 of the initial Class Certificate Balance
of its
Corresponding Certificates.
(2) The initial
principal balance of the Class LTX Interest shall equal the
excess of (i) the aggregate Cut-off Date Principal Balance of the
Mortgage
Loans over (ii) the initial principal balance of the Lower Tier
REMIC
Marker Interests.
(3) For each
Distribution Date, the interest rate for each of the Lower Tier
REMIC Regular Interests (other than the Class LT-IO Interest) shall
be a
per
annum rate (but not less than zero) equal to the product of (i)
the
weighted average of the interest rates on the SWAP REMIC Regular
Interests
for
such Distribution Date and (ii) a fraction the numerator of which
is 30
and
the denominator of which is the actual number of days in the
Accrual
Period for the LIBOR Certificates, provided however, that for
any
Distribution Date on which the Class LT-IO Interest is entitled to
a
portion of interest accruals on a SWAP REMIC Regular Interest
ending with a
designation "A" as described in footnote 4 below, such weighted
average
shall be computed by first subjecting the rate on such SWAP REMIC
Regular
Interest to a cap equal to Swap LIBOR for such Distribution
Date.
(4) The Class LT-IO
Interest is an interest-only class that does not have a
principal balance. For only those Distribution Dates listed in the
first
column of the table below, the Class LT-IO Interest shall be
entitled to
interest accrued on the SWAP REMIC Regular Interest listed in the
second
column below at a per annum rate equal to the excess, if any, of
(i) the
interest rate for such SWAP REMIC Regular Interest for such
Distribution
Date
over (ii) Swap LIBOR for such Distribution Date.
-5-
<PAGE>
<TABLE>
<CAPTION>
Distribution Date SWAP REMIC Regular
Interest
-----------------
---------------------------
<S>
<C>
7
Class SW-1A
7-8
Class SW-2A
7-9
Class SW-3A
7-10
Class SW-4A
7-11
Class SW-5A
7-12
Class SW-6A
7-13
Class SW-7A
7-14
Class SW-8A
7-15
Class SW-9A
7-16
Class SW-10A
7-17
Class SW-11A
7-18
Class SW-12A
7-19
Class SW-13A
7-20
Class SW-14A
7-21
Class SW-15A
7-22
Class SW-16A
7-23
Class SW-17A
7-24
Class SW-18A
7-25
Class SW-19A
7-26
Class SW-20A
7-27
Class SW-21A
7-28
Class SW-22A
7-29
Class SW-23A
7-30
Class SW-24A
7-31
Class SW-25A
7-32
Class SW-26A
7-33
Class SW-27A
7-34
Class SW-28A
7-35
Class SW-29A
7-36
Class SW-30A
7-37
Class SW-31A
7-38
Class SW-32A
7-39
Class SW-33A
7-40
Class SW-34A
7-41
Class SW-35A
7-42
Class SW-36A
7-43
Class SW-37A
7-44
Class SW-38A
7-45
Class SW-39A
7-46
Class SW-40A
7-47
Class SW-41A
7-48
Class SW-42A
7-49
Class SW-43A
7-50
Class SW-44A
7-51
Class SW-45A
7-52
Class SW-46A
7-53
Class SW-47A
7-54
Class SW-48A
7-55
Class SW-49A
7-56
Class SW-50A
7-57
Class SW-51A
7-58
Class SW-52A
7-59
Class SW-53A
7-60
Class SW-54A
</TABLE>
(5) The Class LTR
Interest shall have no principal amount and shall bear no
interest.
-6-
<PAGE>
UPPER TIER REMIC
The following table sets forth the designation, the initial
principal balances,
the interest rates and Classes of Related Certificates for each of
the interests
in the Upper Tier REMIC.
<TABLE>
<CAPTION>
Initial
Principal Class
of Related
Class
Balance Rate
Certificates
-----
-------
---------
----------------
<S>
<C>
<C>
<C>
UTA-1
(1)
(2)
A-1
UTA-2
(1)
(2)
A-2
UTA-3
(1)
(2)
A-3
UTM-1
(1)
(2)
M-1
UTM-2
(1)
(2)
M-2
UTM-3
(1)
(2)
M-3
UTM-4
(1)
(2)
M-4
UTM-5
(1)
(2)
M-5
UTM-6
(1)
(2)
M-6
UTB-1
(1)
(2)
B-1
UTB-2
(1)
(2)
B-2
UTB-3
(1)
(2)
B-3
Uncertificated Class C Interest (3)
(3)
N/A
UT-IO
(4)
(4)
N/A
Residual Interest
(1)
(2)
R
</TABLE>
(1) The initial
principal balance of each of these REMIC Regular Interests and
the
Residual Interest shall equal the initial principal balance of
its
Class of Related Certificates.
(2) The interest rates
on each of these REMIC Regular Interests and the
Residual Interest shall be an annual rate equal to the Certificate
Rate for
the
Class of Related Certificates, provided that in lieu of the
applicable
Available Funds Cap set forth in the definition of an
applicable
Certificate Rate, the applicable Upper Tier REMIC Net WAC Cap shall
be
used.
(3) The Uncertificated
Class C Interest shall have an initial principal balance
equal to the initial Overcollateralization Amount. The
Uncertificated Class
C
Interest shall accrue interest on a notional balance set forth in
the
definition of Class C Current Interest at a rate equal to the Class
C
Distributable Interest Rate. The Uncertificated Class C Interest
shall be
represented by the Class C Certificates.
(4) The Class UT-IO
Interest shall have no principal amount and will not have
an
interest rate, but will be entitled to 100% of the interest accrued
with
respect to the Class LT-IO Interest. The Class UT-IO Interest shall
be
represented by the Class C Certificates.
THE CERTIFICATES
The
following table sets forth (or describes) the Class
designation,
initial Class Certificate Balance or initial notional amount,
integral dollar
multiples in excess thereof (except that one Certificate of each
Class may be
issued in a different amount which must be in excess of the
applicable minimum
dollar denomination) and minimum denomination for each Class of
Certificates
comprising interests in the Trust Fund created hereunder.
-7-
<PAGE>
<TABLE>
<CAPTION>
Class
Initial
Class Certificate Balance Integral Multiples in
Minimum
Denominations
Designation or
Initial Notional Amount
Excess of Minimum or Percentage
Interest
-----------
--------------------------------- ---------------------
----------------------
<S>
<C>
<C>
<C>
Class A-1
$345,100,000
$1.00
$25,000.00
Class A-2
$143,792,000
$1.00
$25,000.00
Class A-3
$ 86,275,000
$1.00
$25,000.00
Class R
$
100
N/A
$ 100
Class M-1
$ 8,260,000
$1.00
$25,000.00
Class M-2
$ 5,200,000
$1.00
$25,000.00
Class M-3
$ 4,589,000
$1.00
$25,000.00
Class M-4
$ 3,365,000
$1.00
$25,000.00
Class M-5
$ 2,447,000
$1.00
$25,000.00
Class M-6
$ 2,141,000
$1.00
$25,000.00
Class B-1
$ 2,141,000
$1.00
$25,000.00
Class B-2
$ 2,141,000
$1.00
$25,000.00
Class B-3
$ 2,141,000
$1.00
$25,000.00
Class P
(1)
1%
10%
Class C
(2)
1%
10%
</TABLE>
----------
(1) The Class P
Certificates shall not have minimum dollar denominations or
Class Certificate Balance and shall be issued in a minimum
percentage
interest of 10% and an aggregate percentage interest of 100%. The
Class P
Certificates will be entitled to receive Prepayment Charges on
the
Prepayment Charge Mortgage Loans.
(2) The Class C
Certificates shall not have minimum dollar denominations as the
Class Certificate Balance thereof shall vary over time as described
herein
and
shall be issued in a minimum percentage interest of 10% and an
aggregate percentage
interest of 100%.
As
of the Cut-off Date, the Mortgage Loans had an aggregate Stated
Principal Balance of $611,879,991.86.
In
consideration of the mutual agreements herein contained, the
Depositor,
the Trustee, the Company, the Securities Administrator and the
Master Servicer
hereby agree as follows:
-8-
<PAGE>
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and phrases,
unless
otherwise expressly provided or unless the context otherwise
requires, shall
have the meanings specified in this Article.
Accepted Master Servicing Practices: With respect to any Mortgage
Loan, as
applicable, either (i) those customary mortgage master servicing
practices of
prudent mortgage servicing institutions that master service
mortgage loans of
the same type and quality as such Mortgage Loan in the jurisdiction
where the
related Mortgaged Property is located, to the extent applicable to
the Trustee
or the Master Servicer (except in its capacity as successor to a
Servicer), or
(ii) as provided herein, but in no event below the standard set
forth in clause
(i).
Accepted Servicing Practices: The Company's normal servicing
practices,
which will conform to the mortgage servicing practices of prudent
mortgage
lending institutions that service for their own account mortgage
loans of the
same type as the Mortgage Loans in the jurisdictions in which the
related
Mortgaged Properties are located.
Account: The Master Servicer Collection Account, Distribution
Account and
any Protected Account as the context may require.
Accountant's Attestation: A report from a nationally or
regionally
recognized firm of independent registered public accountants which
is a member
of the American Institute of Certified Public Accountants to the
effect that (i)
it has obtained a representation regarding certain matters from the
management
of the Company, which includes an assertion as to whether the
Company has
complied with the relevant Servicing Criteria, and (ii) on the
basis of an
examination conducted by such firm in accordance with standards for
attestation
engagements issued or adopted by the PCAOB, it is expressing an
opinion as to
whether the Company's compliance with the relevant Servicing
Criteria was fairly
stated in all material respects, or it cannot express an overall
opinion
regarding the Company's assessment of compliance with the Relevant
Servicing
Criteria.
Accrual Period: With respect to the Certificates, their
Corresponding REMIC
Regular Interests and the Lower Tier REMIC Interests and a
Distribution Date,
the period from and including the preceding Distribution Date (or
from the
Closing Date in the case of the first Distribution Date) to and
including the
day prior to such Distribution Date and with respect to the SWAP
REMIC Regular
Interests and any Distribution Date, the calendar month immediately
preceding
the month in which such Distribution Date occurs. All calculations
of interest
with respect to the Certificates, their Corresponding REMIC Regular
Interests
and the Lower Tier REMIC Interests will be made on the basis of the
actual
number of days elapsed in the related Accrual Period and a 360 day
year and all
calculations of interest on the SWAP REMIC Regular Interests will
be made on the
basis of a 360-day year consisting of twelve 30-day months.
Additional Disclosure Notification: As defined in Section
3.18(b).
Additional Form 10-D Disclosure: As defined in Section 3.18(e).
-9-
<PAGE>
Additional Form 10-K Disclosure: As defined in Section 3.18(h).
Adjustment Date: With respect to a Mortgage Loan, generally the
first day
of the month or months specified in the related mortgage note.
Advance: The aggregate of the advances required to be made by a
Servicer
with respect to any Distribution Date pursuant to Section 13.22 or
the Master
Servicer pursuant to Section 6.04, the amount of any such advances
being equal
to the sum of the aggregate amount of all payments of principal and
interest
(or, with respect to the interest-only Mortgage Loans, payments of
scheduled
interest) (net of the Servicing Fee) on the related Mortgage Loans
that were due
during the applicable Due Period and not received as of the close
of business on
the related Determination Date (based on the Minimum Payment for
such Mortgage
Loan), except as provided in Section 13.22 or Section 6.04 hereof,
less the
aggregate amount of any such Delinquent payments that a Servicer
has determined
would constitute a Non-Recoverable Advance were an advance to be
made with
respect thereto; provided, however, that with respect to (i) any
Mortgage Loan
that is 150 days delinquent or more (whether or not the Mortgage
Loan has been
converted to an REO Property), (ii) shortfalls in principal and
interest due to
bankruptcy proceedings or the application of the Relief Act or
similar laws and
(iii) the principal portion of any amount paid on a Balloon Loan,
there will be
no obligation to make advances and, provided further, however, that
with respect
to any Mortgage Loan that has been converted to an REO Property
which is less
than 150 days delinquent, the obligation to make Advances shall
only be to
payments of interest (subject to the exceptions described above and
net of the
Servicing Fees), to be calculated after taking into account rental
income.
Advance Financing Person: A Person to whom the Company's rights
under this
Agreement to be reimbursed for any Advances or Servicing Advances
have been
assigned pursuant to Section 13.08(ii).
Adverse REMIC Event: As defined in Section 9.12(g).
Affiliate: As to any Person, any other Person controlling,
controlled by or
under common control with such Person. "Control" means the power to
direct the
management and policies of a Person, directly or indirectly,
whether through
ownership of voting securities, by contract or otherwise.
"Controlled" and
"Controlling" have meanings correlative to the foregoing. The
Master Servicer
may conclusively presume that a Person is not an Affiliate of
another Person
unless a Responsible Officer of the Master Servicer has actual
knowledge to the
contrary.
Agreement: This Pooling and Servicing Agreement, dated as of March
1, 2007,
by and among the Depositor, the Master Servicer, the Securities
Administrator,
the Company and the Trustee, including the exhibits hereto, and all
amendments
hereof and supplements hereto.
Annual Statement of Compliance: The statement of compliance as
required by
Section 16.04 hereto.
Applicable Credit Rating: For any long-term deposit or security, a
credit
rating of "AAA" in the case of S&P or "Aaa" in the case of
Moody's. For any
short-term deposit or security, a rating of "A-l+" in the case of
S&P or "P-1"
in the case of Moody's.
-10-
<PAGE>
Applicable Servicing Agreement: With respect to (i) IndyMac Bank,
F.S.B.,
the Master Seller's Warranties and Servicing Agreement dated as of
May 1, 2006
between MLML and IndyMac Bank, F.S.B. as amended by that
Assignment, Assumption
and Recognition Agreement dated as of March 1, 2007 among MLML,
MLMI, the Master
Servicer and IndyMac Bank, F.S.B., (ii) Countrywide Home Loans,
Inc., the Master
Mortgage Loan Purchase and Servicing Agreement dated as of February
1, 2007
between MLML and Countrywide Home Loans, Inc. as amended by that
Assignment,
Assumption and Recognition Agreement dated as of March 1, 2007
among MLML, MLMI,
the Master Servicer and Countrywide Home Loans, Inc. and (iii) the
Company, this
Agreement.
Applied Realized Loss Amount: With respect to any class of
Subordinate
Certificates and as to any Distribution Date, the sum of the
Realized Losses
with respect to the Mortgage Loans which have been applied in
reduction of the
Class Certificate Balance of such class.
Appraised Value: For any Mortgaged Property related to a Mortgage
Loan, the
amount set forth as the appraised value of such Mortgaged Property
in an
appraisal made for the mortgage originator in connection with its
origination of
the related Mortgage Loan.
Assessment of Compliance: An officer's assessment of its compliance
with
the Relevant Servicing Criteria during the preceding calendar year
as required
by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of
Regulation AB.
Assignment: An assignment of the Mortgage, notice of transfer or
equivalent
instrument, in recordable form, sufficient under the laws of the
jurisdiction
wherein the related Mortgaged Property is located to reflect of
record the sale
of the Mortgage Loan to the Trustee for the benefit of
Certificateholders, which
assignment, notice of transfer or equivalent instrument may be in
the form of
one or more blanket assignments covering Mortgages secured by
Mortgaged
Properties located in the same county, if permitted by law and
accompanied by an
Opinion of Counsel to that effect.
Auction: The one-time auction conducted by the Securities
Administrator, as
described in Section 10.01(b) hereof.
Available Funds Cap: With respect to a Distribution Date, the per
annum
rate equal to the product of (i) 12, (ii) the quotient of (x) the
total
scheduled interest on the Mortgage Loans based on the Net Mortgage
Rates in
effect on the related Due Date, less any Net Swap Payments or Swap
Termination
Payments (other than Defaulted Swap Termination Payments) owed to
the Swap
Counterparty for such Distribution Date and (y) the aggregate
Stated Principal
Balance of the Mortgage Loans as of the first day of the related
Accrual Period
(or, in the case of the first Distribution Date, as of the Cut-off
Date) and
(iii) a fraction, the numerator of which is 30, and the denominator
of which is
the actual number of days in the related Accrual Period.
Back-Up Certification: As defined in Section 3.18(k).
Balloon Loan: A Mortgage Loan having an original term to stated
maturity of
approximately 15 or 30 years which provides for level monthly
payments of
principal and interest based on a 30-, 40- or 50-year amortization
schedule,
with a balloon payment of the remaining outstanding principal
balance due on
such Mortgage Loan at its stated maturity.
-11-
<PAGE>
Bankruptcy Code: The United States Bankruptcy Code, as amended as
codified
in 11 U.S.C. Sections 101-1330.
Book-Entry Certificates: Any of the Certificates that shall be
registered
in the name of the Depository or its nominee, the ownership of
which is
reflected on the books of the Depository or on the books of a
Person maintaining
an account with the Depository (directly, as a Depository
Participant, or
indirectly, as an indirect participant in accordance with the rules
of the
Depository and as described in Section 5.02 hereof). On the Closing
Date, the
Certificates (other than the Class R Certificate) shall be
Book-Entry
Certificates.
Business Day: Any day other than (i) a Saturday or a Sunday, or
(ii) a day
on which the New York Stock Exchange or Federal Reserve is closed
or on which
banking institutions in the jurisdiction in which the Trustee, the
Master
Servicer, the Servicers or the Securities Administrator are
authorized or
obligated by law or executive order to be closed.
Cap
Contract Counterparty: The Royal Bank of Scotland plc with whom
the
Supplemental Interest Trust Trustee, on behalf of the Supplemental
Interest
Trust, entered into the Corridor Contract.
Certificate: Any mortgage pass-through certificate issued pursuant
to this
Agreement evidencing a beneficial ownership interest in that
portion of the
Trust Fund related to the Mortgage Loans, signed and countersigned
by the
Securities Administrator.
Certificate Margin: Any of the Class A-1 Certificate Margin, the
Class A-2
Certificate Margin, the Class A-3 Certificate Margin, the Class M-1
Certificate
Margin, the Class M-2 Certificate Margin, the Class M-3 Certificate
Margin, the
Class M-4 Certificate Margin, the Class M-5 Certificate Margin, the
Class M-6
Certificate Margin, the Class B-1 Certificate Margin, the Class B-2
Certificate
Margin, the Class B-3 Certificate Margin or the Class R Certificate
Margin.
Certificate Owner: With respect to each Book-Entry Certificate,
any
beneficial owner thereof.
Certificate Rate: With respect to any class of the LIBOR
Certificates on
any Distribution Date, the lesser of (1) One-Month LIBOR plus the
related
Certificate Margin for such class of Certificates, (2) the
Available Funds Cap
and (3) the Maximum Rate Cap.
Certificate Register: The register maintained pursuant to Section
5.02
hereof.
Certificateholder or Holder: The Person in whose name a Regular
Certificate
is registered in the Certificate Register, except that a
Disqualified
Organization or non-U.S. Person shall not be a Holder of the Class
R Certificate
for any purpose hereof.
Certification Parties: As defined in Section 3.18(k).
Certifying Person: As defined in Section 3.18(k).
-12-
<PAGE>
Class: Collectively, Certificates which have the same priority of
payment
and bear the same class designation and the form of which is
identical except
for variation in the Percentage Interest evidenced thereby.
Class A-1 Certificate: Any Certificate designated as a "Class
A-1
Certificate" on the face thereof substantially in the form annexed
hereto as
Exhibit A-1, executed by the Securities Administrator and
authenticated and
delivered by the Securities Administrator, representing the right
to
distributions as set forth herein and therein.
Class A-1 Certificate Rate: For the first Distribution Date,
5.5000% per
annum. As of any Distribution Date thereafter, the least of (1)
One-Month LIBOR
plus the Class A-1 Margin, (2) the Available Funds Cap for such
Distribution
Date and (3) the Maximum Rate Cap for such Distribution Date.
Class A-1 Class Certificate Balance: As of any date of
determination, the
aggregate Class Certificate Balance of the Class A-1
Certificates.
Class A-1 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class A-1
Certificate Rate on
the Class A-1 Class Certificate Balance as of such Distribution
Date plus the
portion of any previous distributions on such Class in respect of
Current
Interest or a Class A-1 Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any Prepayment
Interest
Shortfalls allocated on such Distribution Date to the Class A-1
Certificates and
less any Deferred Interest allocated on such Distribution Date to
the Class A-1
Certificates. For purposes of calculating interest, principal
distributions on a
Distribution Date will be deemed to have been made on the first day
of the
Accrual Period in which such Distribution Date occurs.
Class A-1 Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class A-1 Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
A-1 Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable
law) at the
Class A-1 Certificate Rate for the related Accrual Period. The
Class A-1
Interest Carry Forward Amount shall not include any amounts
attributable to an
allocation of Deferred Interest.
Class A-1 Margin: As of any Distribution Date, (i) on or before the
Initial
Optional Termination Date, 0.180% per annum, and (ii) after the
Initial Optional
Termination Date, 0.360% per annum.
Class A-2 Certificate: Any Certificate designated as a "Class
A-2
Certificate" on the face thereof, in the form of Exhibit A-1
hereto,
representing the right to distributions as set forth herein.
Class A-2 Certificate Rate: For the first Distribution Date,
5.5300% per
annum. As of any Distribution Date thereafter, the least of (1)
One-Month LIBOR
plus the Class A-2 Margin, (2) the Available Funds Cap for such
Distribution
Date and (3) the Maximum Rate Cap for such Distribution Date.
-13-
<PAGE>
Class A-2 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class A-2
Certificate Rate on
the Class A-2 Class Certificate Balance as of such Distribution
Date plus the
portion of any previous distributions on such Class in respect of
Current
Interest or a Class A-2 Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any Prepayment
Interest
Shortfalls allocated on such Distribution Date to the Class A-2
Certificates and
less any Deferred Interest allocated on such Distribution Date to
the Class A-2
Certificates. For purposes of calculating interest, principal
distributions on a
Distribution Date will be deemed to have been made on the first day
of the
Accrual Period in which such Distribution Date occurs.
Class A-2 Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class A-2 Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
A-2 Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable
law) at the
Class A-2 Certificate Rate for the related Accrual Period. The
Class A-2
Interest Carry Forward Amount shall not include any amounts
attributable to an
allocation of Deferred Interest.
Class A-2 Margin: As of any Distribution Date, (i) on or before the
Initial
Optional Termination Date, 0.210% per annum, and (ii) after the
Initial Optional
Termination Date, 0.420% per annum.
Class A-3 Certificate: Any Certificate designated as a "Class
A-3
Certificate" on the face thereof, in the form of Exhibit A-1
hereto,
representing the right to distributions as set forth herein.
Class A-3 Certificate Rate: For the first Distribution Date,
5.5800% per
annum. As of any Distribution Date thereafter, the least of (1)
One-Month LIBOR
plus the Class A-3 Margin, (2) the Available Funds Cap for such
Distribution
Date and (3) the Maximum Rate Cap for such Distribution Date.
Class A-3 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class A-3
Certificate Rate on
the Class A-3 Class Certificate Balance as of such Distribution
Date plus the
portion of any previous distributions on such Class in respect of
Current
Interest or a Class A-3 Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any Prepayment
Interest
Shortfalls allocated on such Distribution Date to the Class A-3
Certificates and
less any Deferred Interest allocated on such Distribution Date to
the Class A-3
Certificates. For purposes of calculating interest, principal
distributions on a
Distribution Date will be deemed to have been made on the first day
of the
Accrual Period in which such Distribution Date occurs.
Class A-3 Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class A-3 Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
A-3 Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable
law) at the
Class A-3 Certificate Rate for the related Accrual Period. The
Class A-3
Interest Carry Forward Amount shall not include any amounts
attributable to an
allocation of Deferred Interest.
-14-
<PAGE>
Class A-3 Margin: As of any Distribution Date, (i) on or before the
Initial
Optional Termination Date, 0.260% per annum, and (ii) after the
Initial Optional
Termination Date, 0.520% per annum.
Class B Certificate: Any one of the Class B-1, Class B-2 or Class
B-3
Certificates as designated on the face thereof substantially in the
form annexed
hereto as Exhibit A-2, executed by the Securities Administrator
and
authenticated and delivered by the Securities Administrator,
representing the
right to distributions as set forth herein and therein.
Class B Certificateholder: Any Holder of a Class B Certificate.
Class B-1 Certificate: Any Certificate designated as "Class B-1
Certificate
"on the face thereof in the form of Exhibit A-2 hereto,
representing the right
to distributions as set forth herein.
Class B-1 Certificate Rate: For the first Distribution Date,
6.3200% per
annum. As of any Distribution Date thereafter, the least of (1)
One-Month LIBOR
plus the Class B-1 Margin, (2) the Available Funds Cap for such
Distribution
Date and (3) the Maximum Rate Cap for such Distribution Date.
Class B-1 Class Certificate Balance: As of any date of
determination, the
aggregate Class Certificate Balance of the Class B-1
Certificates.
Class B-1 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class B-1
Certificate Rate on
the Class B-1 Class Certificate Balance as of such Distribution
Date plus the
portion of any previous distributions on such Class in respect of
Current
Interest or Class B-1 Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any Prepayment
Interest
Shortfalls allocated on such Distribution Date to the Class B-1
Certificates and
less any Deferred Interest allocated on such Distribution Date to
the Class B-1
Certificates. For purposes of calculating interest, principal
distributions on a
Distribution Date will be deemed to have been made on the first day
of the
Accrual Period in which such Distribution Date occurs.
Class B-1 Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class B-1 Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
B-1 Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable
law) at the
Class B-1 Certificate Rate for the related Accrual Period. The
Class B-1
Interest Carry Forward Amount shall not include any amounts
attributable to an
allocation of Deferred Interest.
Class B-1 Margin: As of any Distribution Date, (i) on or before the
Initial
Optional Termination Date, 1.000% per annum, and (ii) after the
Initial Optional
Termination Date, 1.500% per annum.
Class B-1 Principal Distribution Amount: With respect to any
Distribution
Date on or after the Stepdown Date, 100% of the Principal
Distribution Amount if
the aggregate Class Certificate Balance of the Senior Certificates
and Class M
Certificates has been reduced to zero and a Stepdown Trigger Event
exists, or,
as long as a Stepdown Trigger Event does not exist, the
-15-
<PAGE>
excess of (1) the sum of (A) the Class Certificate Balance of the
Senior
Certificates and the Class Certificate Balance of the Class M-1,
Class M-2,
Class M-3, Class M-4, Class M-5 and Class M-6 Certificates (after
taking into
account distributions of the related Principal Distribution Amount
for such
Distribution Date and after the allocation of Deferred Interest, if
any, for
each Distribution Date) and (B) the Class Certificate Balance of
the Class B-1
Certificates immediately prior to such Distribution Date over (2)
the lesser of
(A) (i) for any Distribution Date on or prior to March 2013,
96.500% of the
aggregate Stated Principal Balance of the Mortgage Loans as of such
Distribution
Date and (ii) for any Distribution Date after March 2013, 97.200%
of the
aggregate Stated Principal Balance of the Mortgage Loans as of such
Distribution
Date and (B) the excess of the aggregate Stated Principal Balance
of the
Mortgage Loans as of such Distribution Date over the Minimum
Required
Overcollateralization Amount. Notwithstanding the above, (1) on any
Distribution
Date prior to the Stepdown Date on which the aggregate Class
Certificate Balance
of the Senior Certificates and Class M Certificates has been
reduced to zero,
the Class B-1 Principal Distribution Amount will equal the lesser
of (A) the
outstanding Class Certificate Balance of the Class B-1 Certificates
and (B) 100%
of the Principal Distribution Amount remaining after any
distributions on the
Senior Certificates and Class M Certificates and (2) in no event
will the Class
B-1 Principal Distribution Amount with respect to any Distribution
Date exceed
the Class Certificate Balance of the Class B-1 Certificates.
Class B-2 Certificate: Any Certificate designated as "Class B-2
Certificate
"on the face thereof in the form of Exhibit A-2 hereto,
representing the right
to distributions as set forth herein.
Class B-2 Certificate Rate: For the first Distribution Date,
6.4200% per
annum. As of any Distribution Date thereafter, the least of (1)
One-Month LIBOR
plus the Class B-2 Margin, (2) the Available Funds Cap for such
Distribution
Date and (3) the Maximum Rate Cap for such Distribution Date.
Class B-2 Class Certificate Balance: As of any date of
determination, the
aggregate Class Certificate Balance of the Class B-2
Certificates.
Class B-2 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class B-2
Certificate Rate on
the Class B-2 Class Certificate Balance as of such Distribution
Date plus the
portion of any previous distributions on such Class in respect of
Current
Interest or Class B-2 Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any Prepayment
Interest
Shortfalls allocated on such Distribution Date to the Class B-2
Certificates and
less any Deferred Interest allocated on such Distribution Date to
the Class B-2
Certificates. For purposes of calculating interest, principal
distributions on a
Distribution Date will be deemed to have been made on the first day
of the
Accrual Period in which such Distribution Date occurs.
Class B-2 Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class B-2 Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
B-2 Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable
law) at the
Class B-2 Certificate Rate for the related Accrual Period. The
Class B-2
Interest
-16-
<PAGE>
Carry Forward Amount shall not include any amounts attributable to
an allocation
of Deferred Interest.
Class B-2 Margin: As of any Distribution Date, (i) on or before the
Initial
Optional Termination Date, 1.100% per annum, and (ii) after the
Initial Optional
Termination Date, 1.650% per annum.
Class B-2 Principal Distribution Amount: With respect to any
Distribution
Date on or after the Stepdown Date, 100% of the Principal
Distribution Amount if
the aggregate Class Certificate Balance of the Class A, Class M and
Class B-1
Certificates has been reduced to zero and a Stepdown Trigger Event
exists, or,
as long as a Stepdown Trigger Event does not exist, the excess of
(1) the sum of
(A) the Class Certificate Balance of the Senior Certificates and
the Class
Certificate Balance of the Class M-1, Class M-2, Class M-3, Class
M-4, Class
M-5, Class M-6 and Class B-1 Certificates (after taking into
account
distributions of the related Principal Distribution Amount for such
Distribution
Date and after the allocation of Deferred Interest, if any, for
each
Distribution Date) and (B) the Class Certificate Balance of the
Class B-2
Certificates immediately prior to such Distribution Date over (2)
the lesser of
(A) (i) for any Distribution Date on or prior to March 2013,
97.375% of the
aggregate Stated Principal Balance of the Mortgage Loans as of such
Distribution
Date and (ii) for any Distribution Date after March 2013, 97.900%
of the
aggregate Stated Principal Balance of the Mortgage Loans as of such
Distribution
Date and (B) the excess of the aggregate Stated Principal Balance
of the
Mortgage Loans as of such Distribution Date over the Minimum
Required
Overcollateralization Amount. Notwithstanding the above, (1) on any
Distribution
Date prior to the Stepdown Date on which the aggregate Class
Certificate Balance
of the Class A, Class M and Class B-1 Certificates has been reduced
to zero, the
Class B-2 Principal Distribution Amount will equal the lesser of
(A) the
outstanding Class Certificate Balance of the Class B-2 Certificates
and (B) 100%
of the Principal Distribution Amount remaining after any
distributions on the
Class A, Class M and Class B-1 Certificates and (2) in no event
will the Class
B-2 Principal Distribution Amount with respect to any Distribution
Date exceed
the Class Certificate Balance of the Class B-2 Certificates.
Class B-3 Certificate: Any Certificate designated as "Class B-3
Certificate
"on the face thereof in the form of Exhibit A-2 hereto,
representing the right
to distributions as set forth herein.
Class B-3 Certificate Rate: For the first Distribution Date,
6.7200% per
annum. As of any Distribution Date thereafter, the least of (1)
One-Month LIBOR
plus the Class B-3 Margin, (2) the Available Funds Cap for such
Distribution
Date and (3) the Maximum Rate Cap for such Distribution Date.
Class B-3 Class Certificate Balance: As of any date of
determination, the
aggregate Class Certificate Balance of the Class B-3
Certificates.
Class B-3 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class B-3
Certificate Rate on
the Class B-3 Class Certificate Balance as of such Distribution
Date plus the
portion of any previous distributions on such Class in respect of
Current
Interest or Class B-3 Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any Prepayment
Interest
Shortfalls allocated
-17-
<PAGE>
on such Distribution Date to the Class B-3 Certificates and less
any Deferred
Interest allocated on such Distribution Date to the Class B-3
Certificates. For
purposes of calculating interest, principal distributions on a
Distribution Date
will be deemed to have been made on the first day of the Accrual
Period in which
such Distribution Date occurs.
Class B-3 Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class B-3 Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
B-3 Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable
law) at the
Class B-3 Certificate Rate for the related Accrual Period. The
Class B-3
Interest Carry Forward Amount shall not include any amounts
attributable to an
allocation of Deferred Interest.
Class B-3 Margin: As of any Distribution Date, (i) on or before the
Initial
Optional Termination Date, 1.400% per annum, and (ii) after the
Initial Optional
Termination Date, 2.100% per annum.
Class B-3 Principal Distribution Amount: With respect to any
Distribution
Date on or after the Stepdown Date, 100% of the Principal
Distribution Amount if
the aggregate Class Certificate Balance of the Class A, Class M,
Class B-1 and
Class B-2 Certificates has been reduced to zero and a Stepdown
Trigger Event
exists, or, as long as a Stepdown Trigger Event does not exist, the
excess of
(1) the sum of (A) the Class Certificate Balance of the Senior
Certificates and
the Class Certificate Balance of the Class M-1, Class M-2, Class
M-3, Class M-4,
Class M-5, Class M-6, Class B-1 and Class B-2 Certificates (after
taking into
account distributions of the related Principal Distribution Amount
for such
Distribution Date and after the allocation of Deferred Interest, if
any, for
each Distribution Date) and (B) the Class Certificate Balance of
the Class B-3
Certificates immediately prior to such Distribution Date over (2)
the lesser of
(A) (i) for any Distribution Date on or prior to March 2013,
98.250% of the
aggregate Stated Principal Balance of the Mortgage Loans as of such
Distribution
Date and (ii) for any Distribution Date after March 2013, 98.600%
of the
aggregate Stated Principal Balance of the Mortgage Loans as of such
Distribution
Date and (B) the excess of the aggregate Stated Principal Balance
of the
Mortgage Loans as of such Distribution Date over the Minimum
Required
Overcollateralization Amount. Notwithstanding the above, (1) on any
Distribution
Date prior to the Stepdown Date on which the aggregate Class
Certificate Balance
of the Class A, Class M, Class B-1 and Class B-2 Certificates has
been reduced
to zero, the Class B-3 Principal Distribution Amount will equal the
lesser of
(A) the outstanding Class Certificate Balance of the Class B-3
Certificates and
(B) 100% of the Principal Distribution Amount remaining after any
distributions
on the Class A, Class M, Class B-1 and Class B-2 Certificates and
(2) in no
event will the Class B-3 Principal Distribution Amount with respect
to any
Distribution Date exceed the Class Certificate Balance of the Class
B-3
Certificates.
Class C Applied Realized Loss Amount: As of any Distribution Date,
the sum
of all Realized Loss Amounts with respect to the Mortgage Loans
which have been
applied to the reduction of the Class Certificate Balance of the
Class C
Certificates.
Class C Certificate: Any Certificate designated as a "Class C
Certificate"
on the face thereof, in the form of Exhibit A-5 hereto,
representing the right
to distributions as set forth herein.
-18-
<PAGE>
Class C Class Certificate Balance: As of any date of determination,
the
aggregate Class Certificate Balance of the Class C
Certificates.
Class C Current Interest: As of any Distribution Date, the interest
accrued
during the related Accrual Period at the Class C Distributable
Interest Rate on
a notional amount equal to the aggregate principal balance of the
Lower Tier
REMIC Regular Interests immediately prior to such Distribution
Date, plus the
interest portion of any previous distributions on such Class that
is recovered
as a voidable preference by a trustee in bankruptcy, less any
Prepayment
Interest Shortfalls allocated on such Distribution Date to the
Class C
Certificates and less any Deferred Interest allocated on such
Distribution Date
to the Class C Certificates.
Class C Distributable Interest Rate: The excess, if any, of (a)
the
weighted average of the interest rates on the Lower Tier REMIC
Regular Interests
(other than the Class LT-IO Interest) over (b) two times the
weighted average of
the interest rates on the Lower Tier REMIC Regular Interests (other
than the
Class LT-IO Interest) (treating for purposes of this clause (b) the
interest
rate on each of the Lower Tier REMIC Marker Interests as being
subject to a cap
equal to the interest rate of the Corresponding REMIC Regular
Interest of the
Corresponding Certificates (as adjusted, if necessary, to reflect
the length of
the Accrual Period for the LIBOR Certificates) and treating the
Class LTX
Interest as being capped at zero). The averages described in the
preceding
sentence shall be weighted on the basis of the respective principal
balances of
the Lower Tier REMIC Regular Interests immediately prior to any
date of
determination.
Class C Interest Carry Forward Amount: As of any Distribution Date,
the
excess of (A) the Class C Current Interest with respect to prior
Distribution
Dates over (B) the amount actually distributed to the Class C
Certificates with
respect to interest on such prior Distribution Dates or added to
the aggregate
Class Certificate Balance of the Class C Certificates (other than
amounts so
added attributable to Subsequent Recoveries or proceeds of the Swap
Agreement).
The Class C Interest Carry Forward Amount shall not include any
amounts
attributable to an allocation of Deferred Interest.
Class C Unpaid Realized Loss Amount: As of any Distribution Date,
the
excess of (1) the Class C Applied Realized Loss Amount over (2) the
sum of (x)
all distributions in reduction of the Class C Unpaid Realized Loss
Amounts on
all previous Distribution Dates and (y) all increases in the Class
Certificate
Balance of such Class C Certificates (A) pursuant to the last
sentence of the
definition of "Class Certificate Balance" or (B) attributable to
distributions
of proceeds of the Swap Agreement.
Class Certificate Balance: As to any Certificate and as of any
Distribution
Date, the Initial Class Certificate Balance of such Certificate (a)
less the sum
of (1) all amounts distributed with respect to such Certificate in
reduction of
the Class Certificate Balance thereof on previous Distribution
Dates pursuant to
Section 6.01, and (2) any Realized Loss Amounts allocated to such
Certificate on
previous Distribution Dates pursuant to Section 6.01(j), and (b)
plus any
Deferred Interest allocated to such Certificate on previous
Distribution Dates.
On each Distribution Date, after all distributions of principal on
such
Distribution Date, a portion of the Class C Interest Carry Forward
Amount in an
amount equal to the excess of the Overcollateralization Amount on
such
Distribution Date over the Overcollateralization Amount as of the
preceding
Distribution Date (or, in the case of the first Distribution Date,
the initial
Overcollateralization Amount (based on the Stated Principal Balance
of the
Mortgage Loans as
-19-
<PAGE>
of the Cut-Off Date)) will be added to the aggregate Class
Certificate Balance
of the Class C Certificates (on a pro rata basis). Notwithstanding
the
immediately preceding sentence, however, to the extent any excess
referred to in
the immediately preceding sentence is attributable to distributions
of proceeds
of the Swap Agreement, such sentence shall be applied by
substituting "Class C
Unpaid Realized Loss Amount" for "Class C Interest Carry Forward
Amount".
Notwithstanding the foregoing on any Distribution Date relating to
a Due Period
in which a Subsequent Recovery has been received by the applicable
Servicer, the
Class Certificate Balance of any Class of Certificates then
outstanding for
which any Realized Loss Amount has been allocated will be
increased, in order of
seniority, by an amount equal to the lesser of (i) the Unpaid
Realized Loss
Amount for such Class of Certificates and (ii) the total of any
Subsequent
Recovery distributed on such date to the Certificateholders
(reduced by the
amount of the increase in the Class Certificate Balance of any more
senior Class
of Certificates pursuant to this sentence on such Distribution
Date).
Class LT-IO Interest: An uncertificated regular interest in the
Lower Tier
REMIC with the characteristics set forth in the description of the
Lower Tier
REMIC in the Preliminary Statement.
Class LTA-1 Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 1/2 of the initial
principal
balance of its Corresponding Certificates and an interest rate
equal to the Net
Rate.
Class LTA-2 Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 1/2 of the initial
principal
balance of its Corresponding Certificate and an interest rate equal
to the Net
Rate.
Class LTA-3 Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 1/2 of the initial
principal
balance of its Corresponding Certificate and an interest rate equal
to the Net
Rate.
Class LTB-1 Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 1/2 of the initial
principal
balance of its Corresponding Certificate and an interest rate equal
to the Net
Rate.
Class LTB-2 Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 1/2 of the initial
principal
balance of its Corresponding Certificate and an interest rate equal
to the Net
Rate.
Class LTB-3 Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 1/2 of the initial
principal
balance of its Corresponding Certificate and an interest rate equal
to the Net
Rate.
Class LTX Interest: An uncertificated regular interest in the Lower
Tier
REMIC with an initial principal balance equal to the excess of (i)
the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date over (ii)
the aggregate initial principal balance of the Lower Tier REMIC
Marker
Interests, and with an interest rate equal to the Net Rate.
-20-
<PAGE>
Class LTM-1 Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 1/2 of the initial
principal
balance of its Corresponding Certificate and an interest rate equal
to the Net
Rate.
Class LTM-2 Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 1/2 of the initial
principal
balance of its Corresponding Certificate and an interest rate equal
to the Net
Rate.
Class LTM-3 Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 1/2 of the initial
principal
balance of its Corresponding Certificate and an interest rate equal
to the Net
Rate.
Class LTM-4 Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 1/2 of the initial
principal
balance of its Corresponding Certificate and an interest rate equal
to the Net
Rate.
Class LTM-5 Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 1/2 of the initial
principal
balance of its Corresponding Certificate and an interest rate equal
to the Net
Rate.
Class LTM-6 Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 1/2 of the initial
principal
balance of its Corresponding Certificate and an interest rate equal
to the Net
Rate.
Class LTR Interest: The sole class of "residual interest" in the
Lower Tier
REMIC.
Class M Certificate: Any one of the Class M-1, Class M-2, Class
M-3, Class
M-4, Class M-5 and Class M-6 Certificates as designated on the face
thereof
substantially in the form annexed hereto as Exhibit A-1, executed
by the
Securities Administrator and authenticated and delivered by the
Securities
Administrator, representing the right to distributions as set forth
herein and
therein.
Class M Certificateholder: Any Holder of a Class M Certificate.
Class M-1 Certificate:
Any Certificate designated as a "Class M-1
Certificate" on the face thereof, in the form of Exhibit A hereto,
representing
the right to distributions as set forth herein.
Class M-1 Certificate Rate: For the first Distribution Date,
5.7700% per
annum. As of any Distribution Date thereafter, the least of (1)
One-Month LIBOR
plus the Class M-1 Margin, (2) the Available Funds Cap for such
Distribution
Date and (3) the Maximum Rate Cap for such Distribution Date.
Class M-1 Class Certificate Balance: As of any date of
determination, the
aggregate Class Certificate Balance of the Class M-1
Certificates.
Class M-1 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class M-1
Certificate Rate on
the Class M-1 Class Certificate Balance as of such Distribution
Date plus the
portion of any previous distributions on such Class
-21-
<PAGE>
in respect of Current Interest or Class M-1 Interest Carry Forward
Amount that
is recovered as a voidable preference by a trustee in bankruptcy,
less any
Prepayment Interest Shortfalls allocated on such Distribution Date
to the Class
M-1 Certificates and less any Deferred Interest allocated on such
Distribution
Date to the Class M-1 Certificates. For purposes of calculating
interest,
principal distributions on a Distribution Date will be deemed to
have been made
on the first day of the Accrual Period in which such Distribution
Date occurs.
Class M-1 Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class M-1 Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
M-1 Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable
law) at the
Class M-1 Certificate Rate for the related Accrual Period. The
Class M-1
Interest Carry Forward Amount shall not include any amounts
attributable to an
allocation of Deferred Interest.
Class M-1 Margin: As of any Distribution Date, (i) on or before the
Initial
Optional Termination Date, 0.450% per annum, and (ii) after the
Initial Optional
Termination Date, 0.675% per annum.
Class M-1 Principal Distribution Amount: With respect to any
Distribution
Date on or after the Stepdown Date, 100% of the Principal
Distribution Amount if
the aggregate Class Certificate Balance of the Senior Certificates
has been
reduced to zero and a Stepdown Trigger Event exists, or, as long as
a Stepdown
Trigger Event does not exist, the excess of (1) the sum of (A) the
Class
Certificate Balance of the Senior Certificates (after taking into
account
distributions of the Senior Principal Distribution Amount to the
Senior
Certificates for such Distribution Date and after the allocation of
Deferred
Interest, if any, for each Distribution Date) and (B) the Class
Certificate
Balance of the Class M-1 Certificates immediately prior to such
Distribution
Date over (2) the lesser of (A) (i) for any Distribution Date on or
prior to
March 2013, 88.375% of the aggregate Stated Principal Balance of
the Mortgage
Loans as of such Distribution Date and (ii) for any Distribution
Date after
March 2013, 90.700% of the aggregate Stated Principal Balance of
the Mortgage
Loans as of such Distribution Date and (B) the excess of the
aggregate Stated
Principal Balance of the Mortgage Loans as of such Distribution
Date over the
Minimum Required Overcollateralization Amount. Notwithstanding the
above, (1) on
any Distribution Date prior to the Stepdown Date on which the
aggregate Class
Certificate Balance of the Senior Certificates has been reduced to
zero, the
Class M-1 Principal Distribution Amount will equal the lesser of
(A) the
outstanding Class Certificate Balance of the Class M-1 Certificates
and (B) 100%
of the Principal Distribution Amount remaining after any
distributions on the
Senior Certificates and (2) in no event will the Class M-1
Principal
Distribution Amount with respect to any Distribution Date exceed
the Class
Certificate Balance of the Class M-1 Certificates.
Class M-2 Certificate: Any Certificate designated as a "Class
M-2
Certificate" on the face thereof, in the form of Exhibit A hereto,
representing
the right to distributions as set forth herein.
Class M-2 Certificate Rate: For the first Distribution Date,
5.8200% per
annum. As of any Distribution Date thereafter, the least of (1)
One-Month LIBOR
plus the Class M-2 Margin,
-22-
<PAGE>
(2) the Available Funds Cap for such Distribution Date and (3) the
Maximum Rate
Cap for such Distribution Date.
Class M-2 Class Certificate Balance: As of any date of
determination, the
aggregate Class Certificate Balance of the Class M-2
Certificates.
Class M-2 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class M-2
Certificate Rate on
the Class M-2 Class Certificate Balance as of such Distribution
Date plus the
portion of any previous distributions on such Class in respect of
Current
Interest or Class M-2 Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any Prepayment
Interest
Shortfalls allocated on such Distribution Date to the Class M-2
Certificates and
less any Deferred Interest allocated on such Distribution Date to
the Class M-2
Certificates. For purposes of calculating interest, principal
distributions on a
Distribution Date will be deemed to have been made on the first day
of the
Accrual Period in which such Distribution Date occurs.
Class M-2 Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class M-2 Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
M-2 Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable
law) at the
Class M-2 Certificate Rate for the related Accrual Period. The
Class M-2
Interest Carry Forward Amount shall not include any amounts
attributable to an
allocation of Deferred Interest.
Class M-2 Margin: As of any Distribution Date, (i) on or before the
Initial
Optional Termination Date, 0.500% per annum, and (ii) after the
Initial Optional
Termination Date, 0.750% per annum.
Class M-2 Principal Distribution Amount: With respect to any
Distribution
Date on or after the Stepdown Date, 100% of the Principal
Distribution Amount if
the Class Certificate Balance of each class of Senior Certificates
and Class M-1
Certificates has been reduced to zero and a Stepdown Trigger Event
exists, or,
as long as a Stepdown Trigger Event does not exist, the excess of
(1) the sum of
(A) the Class Certificate Balance of the Senior Certificates and
the Class
Certificate Balance of the Class M-1 Certificates (after taking
into account
distributions of the related Principal Distribution Amount for such
Distribution
Date and after the allocation of Deferred Interest, if any, for
each
Distribution Date) and (B) the Class Certificate Balance of the
Class M-2
Certificates immediately prior to such Distribution Date over (2)
the lesser of
(A) (i) for any Distribution Date on or prior to March 2013,
90.500% of the
aggregate Stated Principal Balance of the Mortgage Loans as of such
Distribution
Date and (ii) for any Distribution Date after March 2013, 92.400%
of the
aggregate Stated Principal Balance of the Mortgage Loans as of such
Distribution
Date and (B) the excess of the aggregate Stated Principal Balance
of the
Mortgage Loans as of such Distribution Date over the Minimum
Required
Overcollateralization Amount. Notwithstanding the above, (1) on any
Distribution
Date prior to the Stepdown Date on which the aggregate Class
Certificate Balance
of the Senior Certificates and the Class M-1 Certificates has been
reduced to
zero, the Class M-2 Principal Distribution Amount will equal the
lesser of (A)
the outstanding Class Certificate Balance of the Class M-2
Certificates and (B)
100% of the Principal Distribution Amount remaining after any
distributions on
the Senior Certificates and Class M-1 Certificates and (2) in no
event will the
Class M-2 Principal
-23-
<PAGE>
Distribution Amount with respect to any Distribution Date exceed
the Class
Certificate Balance of the Class M-2 Certificates
Class M-3 Certificate: Any Certificate designated as a "Class
M-3
Certificate" on the face thereof, in the form of Exhibit A hereto,
representing
the right to distributions as set forth herein.
Class M-3 Certificate Rate: For the first Distribution Date,
5.9200% per
annum. As of any Distribution Date thereafter, the least of (1)
One-Month LIBOR
plus the Class M-3 Margin, (2) the Available Funds Cap for such
Distribution
Date and (3) the Maximum Rate Cap for such Distribution Date.
Class M-3 Class Certificate Balance: As of any date of
determination, the
aggregate Class Certificate Balance of the Class M-3
Certificates.
Class M-3 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class M-3
Certificate Rate on
the Class M-3 Class Certificate Balance as of such Distribution
Date plus the
portion of any previous distributions on such Class in respect of
Current
Interest or Class M-3 Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any Prepayment
Interest
Shortfalls allocated on such Distribution Date to the Class M-3
Certificates and
less any Deferred Interest allocated on such Distribution Date to
the Class M-3
Certificates. For purposes of calculating interest, principal
distributions on a
Distribution Date will be deemed to have been made on the first day
of the
Accrual Period in which such Distribution Date occurs.
Class M-3 Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class M-3 Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
M-3 Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable
law) at the
Class M-3 Certificate Rate for the related Accrual Period. The
Class M-3
Interest Carry Forward Amount shall not include any amounts
attributable to an
allocation of Deferred Interest.
Class M-3 Margin: As of any Distribution Date, (i) on or before the
Initial
Optional Termination Date, 0.600% per annum, and (ii) after the
Initial Optional
Termination Date, 0.900% per annum.
Class M-3 Principal Distribution Amount: With respect to any
Distribution
Date on or after the Stepdown Date, 100% of the Principal
Distribution Amount if
the Class Certificate Balance of each class of Class A, Class M-1
and Class M-2
Certificates has been reduced to zero and a Stepdown Trigger Event
exists, or,
as long as a Stepdown Trigger Event does not exist, the excess of
(1) the sum of
(A) the Class Certificate Balance of the Senior Certificates and
the Class
Certificate Balance of the Class M-1 and Class M-2 Certificates
(after taking
into account distributions of the related Principal Distribution
Amount for such
Distribution Date and after the allocation of Deferred Interest, if
any, for
each Distribution Date) and (B) the Class Certificate Balance of
the Class M-3
Certificates immediately prior to such Distribution Date over (2)
the lesser of
(A) (i) for any Distribution Date on or prior to March 2013,
92.375% of the
aggregate Stated Principal Balance of the Mortgage Loans as of such
Distribution
Date and (ii) for any
-24-
<PAGE>
Distribution Date after March 2013, 93.900% of the aggregate Stated
Principal
Balance of the Mortgage Loans as of such Distribution Date and (B)
the excess of
the aggregate Stated Principal Balance of the Mortgage Loans as of
such
Distribution Date over the Minimum Required Overcollateralization
Amount.
Notwithstanding the above, (1) on any Distribution Date prior to
the Stepdown
Date on which the aggregate Class Certificate Balance of the Class
A, Class M-1
and Class M-2 Certificates has been reduced to zero, the Class M-3
Principal
Distribution Amount will equal the lesser of (A) the outstanding
Class
Certificate Balance of the Class M-3 Certificates and (B) 100% of
the Principal
Distribution Amount remaining after any distributions on the Class
A, Class M-1
and Class M-2 Certificates and (2) in no event will the Class M-3
Principal
Distribution Amount with respect to any Distribution Date exceed
the Class
Certificate Balance of the Class M-3 Certificates.
Class M-4 Certificate: Any Certificate designated as a "Class
M-4
Certificate" on the face thereof, in the form of Exhibit A hereto,
representing
the right to distributions as set forth herein.
Class M-4 Certificate Rate: For the first Distribution Date,
6.0200% per
annum. As of any Distribution Date thereafter, the least of (1)
One-Month LIBOR
plus the Class M-4 Margin, (2) the Available Funds Cap for such
Distribution
Date and (3) the Maximum Rate Cap for such Distribution Date.
Class M-4 Class Certificate Balance: As of any date of
determination, the
aggregate Class Certificate Balance of the Class M-4
Certificates.
Class M-4 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class M-4
Certificate Rate on
the Class M-4 Class Certificate Balance as of such Distribution
Date plus the
portion of any previous distributions on such Class in respect of
Current
Interest or Class M-4 Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any Prepayment
Interest
Shortfalls allocated on such Distribution Date to the Class M-4
Certificates and
less any Deferred Interest allocated on such Distribution Date to
the Class M-4
Certificates. For purposes of calculating interest, principal
distributions on a
Distribution Date will be deemed to have been made on the first day
of the
Accrual Period in which such Distribution Date occurs.
Class M-4 Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class M-4 Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
M-4 Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable
law) at the
Class M-4 Certificate Rate for the related Accrual Period. The
Class M-4
Interest Carry Forward Amount shall not include any amounts
attributable to an
allocation of Deferred Interest.
Class M-4 Margin: As of any Distribution Date, (i) on or before the
Initial
Optional Termination Date, 0.700% per annum, and (ii) after the
Initial Optional
Termination Date, 1.050% per annum.
Class M-4 Principal Distribution Amount: With respect to any
Distribution
Date on or after the Stepdown Date, 100% of the Principal
Distribution Amount if
the Class Certificate
-25-
<PAGE>
Balance of each class of Class A, Class M-1, Class M-2 and Class
M-3
Certificates has been reduced to zero and a Stepdown Trigger Event
exists, or,
as long as a Stepdown Trigger Event does not exist, the excess of
(1) the sum of
(A) the Class Certificate Balance of the Senior Certificates and
the Class
Certificate Balance of the Class M-1, Class M-2 and Class M-3
Certificates
(after taking into account distributions of the related Principal
Distribution
Amount for such Distribution Date and after the allocation of
Deferred Interest,
if any, for each Distribution Date) and (B) the Class Certificate
Balance of the
Class M-4 Certificates immediately prior to such Distribution Date
over (2) the
lesser of (A) (i) for any Distribution Date on or prior to March
2013, 93.750%
of the aggregate Stated Principal Balance of the Mortgage Loans as
of such
Distribution Date and (ii) for any Distribution Date after March
2013, 95.000%
of the aggregate Stated Principal Balance of the Mortgage Loans as
of such
Distribution Date and (B) the excess of the aggregate Stated
Principal Balance
of the Mortgage Loans as of such Distribution Date over the Minimum
Required
Overcollateralization Amount. Notwithstanding the above, (1) on any
Distribution
Date prior to the Stepdown Date on which the aggregate Class
Certificate Balance
of the Class A, Class M-1, Class M-2 and Class M-3 Certificates has
been reduced
to zero, the Class M-4 Principal Distribution Amount will equal the
lesser of
(A) the outstanding Class Certificate Balance of the Class M-4
Certificates and
(B) 100% of the Principal Distribution Amount remaining after any
distributions
on the Class A, Class M-1, Class M-2 and Class M-3 Certificates and
(2) in no
event will the Class M-4 Principal Distribution Amount with respect
to any
Distribution Date exceed the Class Certificate Balance of the Class
M-4
Certificates.
Class M-5 Certificate: Any Certificate designated as a "Class
M-5
Certificate" on the face thereof, in the form of Exhibit A hereto,
representing
the right to distributions as set forth herein.
Class M-5 Certificate Rate: For the first Distribution Date,
6.0700% per
annum. As of any Distribution Date thereafter, the least of (1)
One-Month LIBOR
plus the Class M-5 Margin, (2) the Available Funds Cap for such
Distribution
Date and (3) the Maximum Rate Cap for such Distribution Date.
Class M-5 Class Certificate Balance: As of any date of
determination, the
aggregate Class Certificate Balance of the Class M-5
Certificates.
Class M-5 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class M-5
Certificate Rate on
the Class M-5 Class Certificate Balance as of such Distribution
Date plus the
portion of any previous distributions on such Class in respect of
Current
Interest or Class M-5 Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any Prepayment
Interest
Shortfalls allocated on such Distribution Date to the Class M-5
Certificates and
less any Deferred Interest allocated on such Distribution Date to
the Class M-5
Certificates. For purposes of calculating interest, principal
distributions on a
Distribution Date will be deemed to have been made on the first day
of the
Accrual Period in which such Distribution Date occurs.
Class M-5 Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class M-5 Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
M-5 Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by
applicable
-26-
<PAGE>
law) at the Class M-5 Certificate Rate for the related Accrual
Period. The Class
M-5 Interest Carry Forward Amount shall not include any amounts
attributable to
an allocation of Deferred Interest.
Class M-5 Margin: As of any Distribution Date, (i) on or before the
Initial
Optional Termination Date, 0.750% per annum, and (ii) after the
Initial Optional
Termination Date, 1.125% per annum.
Class M-5 Principal Distribution Amount: With respect to any
Distribution
Date on or after the Stepdown Date, 100% of the Principal
Distribution Amount if
the Class Certificate Balance of each class of Class A, Class M-1,
Class M-2,
Class M-3 and Class M-4 Certificates has been reduced to zero and a
Stepdown
Trigger Event exists, or, as long as a Stepdown Trigger Event does
not exist,
the excess of (1) the sum of (A) the Class Certificate Balance of
the Senior
Certificates and the Class Certificate Balance of the Class M-1,
Class M-2,
Class M-3 and Class M-4 Certificates (after taking into account
distributions of
the related Principal Distribution Amount for such Distribution
Date and after
the allocation of Deferred Interest, if any, for each Distribution
Date) and (B)
the Class Certificate Balance of the Class M-5 Certificates
immediately prior to
such Distribution Date over (2) the lesser of (A) (i) for any
Distribution Date
on or prior to March 2013, 94.750% of the aggregate Stated
Principal Balance of
the Mortgage Loans as of such Distribution Date and (ii) for any
Distribution
Date after March 2013, 95.800% of the aggregate Stated Principal
Balance of the
Mortgage Loans as of such Distribution Date and (B) the excess of
the aggregate
Stated Principal Balance of the Mortgage Loans as of such
Distribution Date over
the Minimum Required Overcollateralization Amount. Notwithstanding
the above,
(1) on any Distribution Date prior to the Stepdown Date on which
the aggregate
Class Certificate Balance of the Class A, Class M-1, Class M-2,
Class M-3 and
Class M-4 Certificates has been reduced to zero, the Class M-5
Principal
Distribution Amount will equal the lesser of (A) the outstanding
Class
Certificate Balance of the Class M-5 Certificates and (B) 100% of
the Principal
Distribution Amount remaining after any distributions on the Class
A, Class M-1,
Class M-2, Class M-3 and Class M-4 Certificates and (2) in no event
will the
Class M-5 Principal Distribution Amount with respect to any
Distribution Date
exceed the Class Certificate Balance of the Class M-5
Certificates.
Class M-6 Certificate: Any Certificate designated as a "Class
M-6
Certificate" on the face thereof, in the form of Exhibit A hereto,
representing
the right to distributions as set forth herein.
Class M-6 Certificate Rate: For the first Distribution Date,
6.1200% per
annum. As of any Distribution Date thereafter, the least of (1)
One-Month LIBOR
plus the Class M-6 Margin, (2) the Available Funds Cap for such
Distribution
Date and (3) the Maximum Rate Cap for such Distribution Date.
Class M-6 Class Certificate Balance: As of any date of
determination, the
aggregate Class Certificate Balance of the Class M-6
Certificates.
Class M-6 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class M-6
Certificate Rate on
the Class M-6 Class Certificate Balance as of such Distribution
Date plus the
portion of any previous distributions on such Class in respect of
Current
Interest or Class M-6 Interest Carry Forward Amount that is
recovered as a
-27-
<PAGE>
voidable preference by a trustee in bankruptcy, less any Prepayment
Interest
Shortfalls allocated on such Distribution Date to the Class M-6
Certificates and
less any Deferred Interest allocated on such Distribution Date to
the Class M-6
Certificates. For purposes of calculating interest, principal
distributions on a
Distribution Date will be deemed to have been made on the first day
of the
Accrual Period in which such Distribution Date occurs.
Class M-6 Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class M-6 Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
M-6 Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable
law) at the
Class M-6 Certificate Rate for the related Accrual Period. The
Class M-6
Interest Carry Forward Amount shall not include any amounts
attributable to an
allocation of Deferred Interest.
Class M-6 Margin: As of any Distribution Date, (i) on or before the
Initial
Optional Termination Date, 0.800% per annum, and (ii) after the
Initial Optional
Termination Date, 1.200% per annum.
Class M-6 Principal Distribution Amount: With respect to any
Distribution
Date on or after the Stepdown Date, 100% of the Principal
Distribution Amount if
the Class Certificate Balance of each class of Class A, Class M-1,
Class M-2,
Class M-3, Class M-4 and Class M-5 Certificates has been reduced to
zero and a
Stepdown Trigger Event exists, or, as long as a Stepdown Trigger
Event does not
exist, the excess of (1) the sum of (A) the Class Certificate
Balance of the
Senior Certificates and the Class Certificate Balance of the Class
M-1, Class
M-2, Class M-3, Class M-4 and Class M-5 Certificates (after taking
into account
distributions of the related Principal Distribution Amount for such
Distribution
Date and after the allocation of Deferred Interest, if any, for
each
Distribution Date) and (B) the Class Certificate Balance of the
Class M-6
Certificates immediately prior to such Distribution Date over (2)
the lesser of
(A) (i) for any Distribution Date on or prior to March 2013,
95.625% of the
aggregate Stated Principal Balance of the Mortgage Loans as of such
Distribution
Date and (ii) for any Distribution Date after March 2013, 96.500%
of the
aggregate Stated Principal Balance of the Mortgage Loans as of such
Distribution
Date and (B) the excess of the aggregate Stated Principal Balance
of the
Mortgage Loans as of such Distribution Date over the Minimum
Required
Overcollateralization Amount. Notwithstanding the above, (1) on any
Distribution
Date prior to the Stepdown Date on which the aggregate Class
Certificate Balance
of the Class A, Class M-1, Class M-2, Class M-3, Class M-4 and
Class M-5
Certificates has been reduced to zero, the Class M-6 Principal
Distribution
Amount will equal the lesser of (A) the outstanding Class
Certificate Balance of
the Class M-6 Certificates and (B) 100% of the Principal
Distribution Amount
remaining after any distributions on the Class A, Class M-1, Class
M-2, Class
M-3, Class M-4 and Class M-5 Certificates and (2) in no event will
the Class M-6
Principal Distribution Amount with respect to any Distribution Date
exceed the
Class Certificate Balance of the Class M-6 Certificates.
Class P Certificate: Any one of the Class P Certificates as
designated on
the face thereof substantially in the forum of annexed hereto as
Exhibit A-4,
executed by the Securities Administrator and authenticated and
delivered by the
Securities Administrator representing the right to distributions of
Prepayment
Charges received on the Prepayment Charge Mortgage Loans as set
forth herein.
-28-
<PAGE>
Class R Certificate: The Class R Certificate executed,
authenticated and
delivered by the Securities Administrator substantially in the form
annexed
hereto as Exhibit A-3 and evidencing the ownership of the residual
interest in
each REMIC.
Class R Certificate Rate: For the first Distribution Date, 5.5010%
per
annum. As of any Distribution Date thereafter, the least of (1)
One-Month LIBOR
plus the Class R Margin, (2) the Available Funds Cap for such
Distribution Date
and (3) the Maximum Rate Cap for such Distribution Date.
Class R Class Certificate Balance: As of any date of determination,
the
aggregate Class Certificate Balance of the Class R Certificate.
Class R Current Interest: As of any Distribution Date, the interest
accrued
during the related Accrual Period at the Class R Certificate Rate
on the Class R
Class Certificate Balance as of such Distribution Date plus the
portion of any
previous distributions on such Class in respect of Current Interest
or a Class R
Interest Carry Forward Amount that is recovered as a voidable
preference by a
trustee in bankruptcy, less any Prepayment Interest Shortfalls
allocated on such
Distribution Date to the Class R Certificate and less any Deferred
Interest
allocated on such Distribution Date to the Class R Certificates.
For purposes of
calculating interest, principal distributions on a Distribution
Date will be
deemed to have been made on the first day of the Accrual Period in
which such
Distribution Date occurs.
Class R Interest Carry Forward Amount: As of any Distribution Date,
the sum
of (1) the excess of (A) the Class R Current Interest with respect
to prior
Distribution Dates over (B) the amount actually distributed to the
Class R
Certificate with respect to interest on such prior Distribution
Dates and (2)
interest on such excess (to the extent permitted by applicable law)
at the Class
R Certificate Rate for the related Accrual Period. The Class R
Interest Carry
Forward Amount shall not include amounts attributable to an
allocation of
Deferred Interest.
Class R Margin: With respect to any Distribution Date, (i) on or
before the
Initial Optional Termination Date, 0.180%, and (ii) after the
Initial Optional
Termination Date, 0.360%.
Class Subordination Percentage: With respect to any Distribution
Date and
each Class of Subordinate Certificates, the fraction (expressed as
a percentage)
the numerator of which is the Class Certificate Balance of such
Class of
Subordinate Certificates immediately prior to such Distribution
Date and the
denominator of which is the aggregate of the Class Certificate
Balances of all
Classes of Certificates immediately prior to such Distribution
Date.
Class SWR Interest: The sole class of "residual interest" in the
SWAP
REMIC.
Closing Date: March 29, 2007.
Code: The Internal Revenue Code of 1986, as amended.
Commission: The Securities and Exchange Commission.
Company: Wilshire.
-29-
<PAGE>
Compensating Interest: For any Distribution Date and all
Principal
Prepayments in respect of a Mortgage Loan that are received during
the period
from the first day of the related Prepayment Period through the
last day of the
calendar month preceding such Distribution Date, a payment made by
the
applicable Servicer in an amount equal to the interest accrued at
the Net
Mortgage Rate for that Mortgage Loan from the date of prepayment
through the
30th day of the preceding calendar month; provided, however, that
such amount
shall not exceed (i) with respect to the Company and any Principal
Prepayment in
Full, the product of (a) 50% of the Servicing Fee Rate and (b) the
aggregate
Stated Principal Balance of the Mortgage Loans for such
Distribution Date or
(ii) with respect to any Servicer other than the Company and a
Principal
Prepayment in Full or a Curtailment, the product of (a) the
Servicing Fee Rate
and (b) the aggregate Stated Principal Balance of the Mortgage
Loans for such
Distribution Date; and provided further, however, that any month
consisting of
less than 30 days shall be deemed to consist of 30 days.
Compensating Interest Payment: As defined in Section 6.05.
Cooperative: A corporation that has been formed for the purpose
of
cooperative apartment ownership.
Cooperative Assets: Shares issued by Cooperatives, the related
Cooperative
Lease and any other collateral securing the Cooperative Loans.
Cooperative Lease: With respect to a Cooperative Loan, the
proprietary
lease or occupancy agreement with respect to the cooperative
apartment occupied
by the Mortgagor and relating to the related Cooperative Assets,
which lease or
agreement confers an exclusive right to the holder of such
Cooperative Assets to
occupy such apartment.
Cooperative Loan: The indebtedness of a Mortgagor evidenced by a
Mortgage
Note which is secured by Cooperative Assets and which is being sold
to the
Depositor pursuant to this Agreement, the Mortgage Loans so sold
being
identified in the Mortgage Loan Schedule.
Cooperative Stock: With respect to a Cooperative Loan, the
single
outstanding class of stock, partnership interest or other ownership
instrument
in the related Cooperative.
Corporate Trust Office: With respect to the Trustee, the
principal
corporate trust office of the Trustee at which at any particular
time its
corporate trust business in connection with this Agreement shall
be
administered, which office at the date of the execution of this
instrument is
located at HSBC Bank USA, National Association, 452 Fifth Avenue,
New York, New
York 10018, Attention: Issuer Services - Merrill Lynch Mortgage
Investors, Inc.,
MANA Series 2007-OAR2, or at such other address as the Trustee may
designate
from time to time by notice to the Certificateholders, the
Depositor and the
Master Servicer and with respect to the Securities Administrator,
for
Certificate transfer purposes, Wells Fargo Center, Sixth Street and
Marquette
Avenue, Minneapolis, Minnesota 55479, Attn: Corporate Trust
Services - MANA
2007-OAR2, and for all other purposes, 9062 Old Annapolis Road,
Columbia,
Maryland, 21045, Attn: Client Service Manager - MANA 2007-OAR2.
Corresponding Certificates: With respect to the Class LTA-1
Interest, the
Class A-1 and Class R Certificates. With respect to the Class LTA-2
Interest,
the Class A-2 Certificates. With
-30-
<PAGE>
respect to the Class LTA-3 Interest, the Class A-3 Certificates.
With respect to
the Class LTM-1 Interest, the Class M-1 Certificates. With respect
to the Class
LTM-2 Interest, the Class M-2 Certificates. With respect to the
Class LTM-3
Interest, the Class M-3 Certificates. With respect to the Class
LTM-4 Interest,
the Class M-4 Certificates. With respect to the Class LTM-5
Interest, the Class
M-5 Certificates. With respect to the Class LTM-6 Interest, the
Class M-6
Certificates. With respect to the Class LTB-1 Interest, the Class
B-1
Certificates. With respect to the Class LTB-2 Interest, the Class
B-2
Certificates. With respect to the Class LTB-3 Interest, the Class
B-3
Certificates.
Corresponding REMIC Regular Interest: For each Class of
Certificates, the
interest in the Upper Tier REMIC listed on the same row in the
table entitled
"Upper Tier REMIC" in the Preliminary Statement.
Corridor Contract: The confirmation and agreement, including the
schedule
thereto and the related credit support annex, between the
Supplemental Interest
Trust Trustee on behalf of the Supplemental Interest Trust and the
Cap Contract
Counterparty (in the form of Exhibit N-1 hereto).
Corridor Contract Account: The separate Eligible Account created
and
maintained by the Supplemental Interest Trust Trustee pursuant to
Section
6.01(l) in the name of the Supplemental Interest Trust Trustee for
the benefit
of the Issuing Entity and designated "Wells Fargo Bank, National
Association, as
Supplemental Interest Trust Trustee for Merrill Lynch Mortgage
Investors, Inc.,
Mortgage Pass-Through Certificates, MANA Series 2007-OAR2 -
Corridor Contract
Account." Funds in the Corridor Contract Account shall be held in
trust for the
Issuing Entity for the uses and purposes set forth in this
Agreement.
Corridor Posted Collateral Account: The segregated Eligible Account
created
and maintained by the Supplemental Interest Trust Trustee pursuant
to Section
6.01(m) in the name of the Supplemental Interest Trust Trustee for
the benefit
of the Supplemental Interest Trust and designated "Wells Fargo
Bank, N.A., as
supplemental interest trust trustee, in trust for registered
holders of Merrill
Lynch Alternative Note Asset Trust, Series 2007-OAR2." Funds in the
Corridor
Posted Collateral Account shall be held in trust for the
Supplemental Interest
Trust for the uses and purposes set forth in the Corridor
Contract.
Corridor Contract Notional Balance: With respect to any
Distribution Date,
the Corridor Contract Notional Balance set forth for such
Distribution Date in
the One-Month LIBOR Corridor Table attached hereto as Exhibit
H.
Corridor Contract Termination Date: The Distribution Date in
September
2007.
Current Interest: Any of the Class A-1 Current Interest, the Class
A-2
Current Interest, the Class A-3 Current Interest, the Class R
Current Interest,
the Class M-1 Current Interest, the Class M-2 Current Interest, the
Class M-3
Current Interest, the Class M-4 Current Interest, the Class M-5
Current
Interest, the Class M-6 Current Interest, the Class B-1 Current
Interest, the
Class B-2 Current Interest, the Class B-3 Current Interest and the
Class C
Current Interest.
Curtailment: Any Principal Prepayment made by a Mortgagor which is
not a
Principal Prepayment in Full.
-31-
<PAGE>
Custodial Agreement: An agreement, dated as of the Closing Date
among the
Depositor, the Master Servicer, the Securities Administrator, the
Trustee and
the Custodian in substantially the form of Exhibit G hereto.
Custodian: Wells Fargo Bank, N.A., including any successors in
interest, or
any successor custodian appointed pursuant to the provisions hereof
and of the
Custodial Agreement.
Cut-off Date: March 1, 2007.
Cut-off Date Principal Balance: As to any Mortgage Loan, the
unpaid
principal balance thereof as of the close of business on the
calendar day
immediately preceding the Cut-off Date after application of all
payments of
principal due on or prior to the Cut-off Date, whether or not
received, and all
principal prepayments received prior to the Cut-off Date, but
without giving
effect to any installments of principal received in respect of Due
Dates after
the Cut-off Date.
Debt
Service Reduction: Any reduction of the Monthly Payments which
a
Mortgagor is obligated to pay with respect to a Mortgage Loan as a
result of any
proceeding under the Bankruptcy Code or any other similar state law
or other
proceeding.
Defaulted Swap Termination Payment: Any payment required to be made
by the
Supplemental Interest Trust to the Swap Counterparty pursuant to
the Swap
Agreement as a result of an event of default under the Swap
Agreement with
respect to which the Swap Counterparty is the defaulting party or a
termination
event under that agreement (other than illegality or a tax event)
with respect
to which the Swap Counterparty is the sole Affected Party (as
defined in the
Swap Agreement).
Defective Mortgage Loan: A Mortgage Loan replaced or to be replaced
by one
or more Substitute Mortgage Loans.
Deferred Interest: Any interest shortfall resulting from Net
Negative
Amortization.
Deficient Valuation: With respect to any Mortgage Loan, a valuation
of the
related Mortgaged Property by a court of competent jurisdiction in
an amount
less than the then outstanding principal balance of the Mortgage
Loan, which
valuation results from a proceeding initiated under the Bankruptcy
Code.
Definitive Certificates: As defined in Section 5.06.
Delinquent: A Mortgage Loan is "delinquent" if any payment due
thereon is
not made pursuant to the terms of such Mortgage Loan by the close
of business on
the day such payment is scheduled to be due. A Mortgage Loan is "30
days
delinquent" if such payment has not been received by the close of
business on
the corresponding day of the month immediately succeeding the month
in which
such payment was due, or, if there is no such corresponding day
(e.g., as when a
30-day month follows a 31-day month in which a payment was due on
the 31st day
of such month), then on the last day of such immediately succeeding
month. With
respect to any Mortgage Loan due on any day other than the first
day of the
month, such Mortgage Loan shall be deemed to be due on the first
day of the
immediately succeeding month. Similarly for "60 days delinquent,"
"90 days
delinquent" and so on.
-32-
<PAGE>
Depositor: Merrill Lynch Mortgage Investors, Inc., a Delaware
corporation,
or any successor in interest.
Depository: The Depository Trust Company, the nominee of which is
Cede &
Co., or any successor thereto.
Depository Participant: A broker, dealer, bank or other
financial
institution or other Person for whom from time to time the
Depository effects
book-entry transfers and pledges of securities deposited with the
Depository.
Designated Depository Institution: A depository institution
(commercial
bank, federal savings bank, mutual savings bank or savings and loan
association)
or trust company (which may include the Trustee), the deposits of
which are
fully insured by the FDIC to the extent provided by law.
Determination Date: With respect to any Distribution Date, the 15th
day of
the month of such Distribution Date or, if such 15th day is not a
Business Day,
the immediately preceding Business Day.
Disqualified Organization: A "disqualified organization" as defined
in
Section 860 E(e)(5) of the Code.
Distribution Account: The trust account or accounts created and
maintained
pursuant to Section 4.04, which shall be denominated "Wells Fargo
Bank, National
Association, as Securities Administrator for HSBC Bank USA,
National
Association, as Trustee f/b/o holders of Merrill Lynch Mortgage
Investors, Inc.,
Mortgage Pass-Through Certificates, MANA Series 2007-OAR2 -
Distribution
Account." The Distribution Account shall be an Eligible
Account.
Distribution Account Deposit Date: The Business Day prior to
each
Distribution Date.
Distribution Date: The 25th day of any month, beginning in April
2007, or,
if such 25th day is not a Business Day, the Business Day
immediately following.
Due
Date: With respect to any Distribution Date and any Mortgage Loan,
the
day during the related Due Period on which a Scheduled Payment is
due.
Due
Period: With respect to any Distribution Date and each Mortgage
Loan,
the period commencing on the second day of the month preceding the
month in
which the Distribution Date occurs and ending at the close of
business on the
first day of the month in which the Distribution Date occurs.
Eligible Account: Any of (i) a segregated account maintained with a
federal
or state chartered depository institution (A) the short-term
obligations of
which are rated A-1 or better by S&P and P-1 by Moody's at the
time of any
deposit therein or (B) insured by the FDIC (to the limits
established by such
Corporation), the uninsured deposits (as evidenced in writing by
the Rating
Agencies that use of any such account as the Distribution Account
will not have
an adverse effect on the then-current ratings assigned to the
Classes of
Certificates then rated by the Rating Agencies) in which account
are otherwise
secured such that, as evidenced by an Opinion of Counsel (obtained
by the Person
requesting that the account be held pursuant to this clause
(i))
-33-
<PAGE>
delivered to the Securities Administrator prior to the
establishment of such
account, the Certificateholders will have a claim with respect to
the funds in
such account and a perfected first priority security interest
against any
collateral (which shall be limited to Permitted Investments, each
of which shall
mature not later than the Business Day immediately preceding the
Distribution
Date next following the date of investment in such collateral or
the
Distribution Date if such Permitted Investment is an obligation of
the
institution that maintains the Distribution Account) securing such
funds that is
superior to claims of any other depositors or general creditors of
the
depository institution with which such account is maintained, (ii)
a segregated
trust account or accounts maintained with a federal or state
chartered
depository institution or trust company with trust powers acting in
its
fiduciary capacity or (iii) a segregated account or accounts of a
depository
institution acceptable to the Rating Agencies (as evidenced in
writing by the
Rating Agencies that use of any such account as the Distribution
Account will
not have an adverse effect on the then-current ratings assigned to
the Classes
of the Certificates then rated by the Rating Agencies). Eligible
Accounts may
bear interest.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA Restricted Certificates: The Class C and the Class P
Certificates and
any other Certificate, as long as the acquisition and holding of
such
Certificate is not covered by and exempt under an underwriter's
exemption.
ERISA-Qualifying Underwriting: A best efforts or firm
commitment
underwriting or private placement that would satisfy the
requirements of
Prohibited Transaction Exemption 90-29, Exemption Application No.
D-8012, 55
Fed. Reg. 21459 (1990), as amended, granted to the underwriter by
the United
States Department of Labor (or any other applicable underwriter's
exemption
granted by the United States Department of Labor), except, in
relevant part, for
the requirement that the certificates have received a rating at the
time of
acquisition that is in one of the three (or four, in the case of a
"designated
transaction") highest generic rating categories by at least one of
the Rating
Agencies.
Escrow Account: As defined in Section 13.06 hereof.
Event of Default: An event of default described in Section
8.01.
Excess Interest: On any Distribution Date, for the Senior
Certificates,
Class M and Class B Certificates, the excess, if any, of (1) the
amount of
interest such Class of Certificates is entitled to receive on such
Distribution
Date over (2) the amount of interest such Class of Certificates
would have been
entitled to receive on such Distribution Date at an interest rate
equal to the
REMIC Pass-Through Rate.
Excess Liquidation Proceeds: To the extent that such amount is not
required
by law to be paid to the related Mortgagor, the amount, if any, by
which
Liquidation Proceeds with respect to a Liquidated Mortgage Loan
exceed the sum
of (i) the Outstanding Principal Balance of such Mortgage Loan and
accrued but
unpaid interest at the related Mortgage Interest Rate through the
last day of
the month in which the related Liquidation Date occurs, plus (ii)
related
Liquidation Expenses.
-34-
<PAGE>
Excess Proceeds: With respect to any Liquidated Loan, any
Liquidation
Proceeds that are in excess of the sum of (1) the unpaid principal
balance of
such Liquidated Loan as of the date of such liquidation plus (2)
interest at the
Mortgage Interest Rate from the Due Date as to which interest was
last paid or
advanced to Certificateholders (and not reimbursed to the Company)
up to the Due
Date in the month in which such Liquidation Proceeds are required
to be
distributed on the unpaid principal balance of such Liquidated Loan
outstanding
during each Due Period as to which such interest was not paid or
advanced.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Extra Principal Distribution Amount: With respect to any
Distribution Date,
(1) prior to the Stepdown Date, the excess, if any, of (A) the sum
of (x) the
aggregate Class Certificate Balance of the Certificates (other than
the Class C
Certificates) reduced by the Principal Funds with respect to such
Distribution
Date and (y) $4,283,160 over (B) the aggregate Stated Principal
Balance of the
Mortgage Loans as of such Distribution Date and (2) on and after
the Stepdown
Date, the excess, if any, of (A) the sum of (x) the aggregate Class
Certificate
Balance of the Certificates (other than the Class C Certificates)
reduced by the
Principal Funds with respect to such Distribution Date and (y) the
greater of
(a) (I) on or prior to the Distribution Date in March 2013, 1.75%
of the
aggregate Stated Principal Balance of the Mortgage Loans as of such
Distribution
Date and (II) after the Distribution Date in March 2013, 1.40% of
the aggregate
Stated Principal Balance of the Mortgage Loans as of such
Distribution Date and
(b) the Minimum Required Overcollateralization Amount less (B) the
aggregate
Stated Principal Balance of the Mortgage Loans; provided, however,
that if on
any Distribution Date a Stepdown Trigger Event is in effect, the
Extra Principal
Distribution Amount will not be reduced to the applicable
percentage of
then-current aggregate Stated Principal Balance of the Mortgage
Loans (and will
remain fixed at the applicable percentage of the aggregate Stated
Principal
Balance of the Mortgage Loans as of the Due Date immediately prior
to the
Stepdown Trigger Event) until the next Distribution Date on which
the Stepdown
Trigger Event is not in effect.
Extraordinary Trust Fund Expenses: Any amounts reimbursable to the
Master
Servicer, the Servicers or the Depositor pursuant to this
Agreement, including
but not limited to Sections 4.03, 4.05 and 7.04, any amounts
reimbursable to the
Trustee and the Securities Administrator from the Trust Fund
pursuant to this
Agreement, including but not limited to Section 9.05, and any other
costs,
expenses, liabilities and losses borne by the Trust Fund (exclusive
of any cost,
expense, liability or loss that is specific to a particular
Mortgage Loan or REO
Property and is taken into account in calculating a Realized Loss
in respect
thereof) for which the Trust Fund has not and, in the reasonable
good faith
judgment of the Securities Administrator, shall not, obtain
reimbursement or
indemnification from any other Person.
Fannie Mae: Federal National Mortgage Association or any successor
thereto.
FDIC: Federal Deposit Insurance Corporation or any successor
thereto.
Final Certification: The certification substantially in the form of
Exhibit
Two to the Custodial Agreement.
Fitch: Fitch Ratings or its successor in interest.
-35-
<PAGE>
Floating Rate Certificate Carryover: With respect to a Distribution
Date,
in the event that the Certificate Rate for a class of Senior, Class
M or Class B
Certificates is based upon the Available Funds Cap or the Maximum
Rate Cap, the
sum of (A) the excess of (1) the amount of interest that such Class
would have
been entitled to receive on such Distribution Date had the
Certificate Rate for
that Class not been calculated based on the Available Funds Cap or
the Maximum
Rate Cap, up to but not exceeding the greater of (a) the Maximum
Rate Cap or (b)
the sum of (i) the Available Funds Cap and (ii) the product of (AA)
a fraction,
the numerator of which is 360 and the denominator of which is the
actual number
of days in the related Accrual Period and (BB) the sum of (x) the
quotient
obtained by dividing (I) an amount equal to the proceeds, if any,
payable under
the Corridor Contract with respect to such Distribution Date and
(II) the
aggregate Class Certificate Balance of each of the Classes of
Certificates to
which such Corridor Contract relates for such Distribution Date and
(y) the
quotient obtained by dividing (I) an amount equal to any Net Swap
Payments owed
by the Swap Counterparty for such Distribution Date by (II) the
aggregate Stated
Principal Balance of the Mortgage Loans as of the immediately
preceding
Distribution Date over (2) the amount of interest such Class was
entitled to
receive on such Distribution Date based on the Available Funds Cap,
(B) the
unpaid portion of any such excess from prior Distribution Dates
(and interest
accrued thereon at the then applicable Certificate Rate for such
class, without
giving effect to the Available Funds Cap or the Maximum Rate Cap)
and (C) any
amount previously distributed with respect to Floating Rate
Certificate
Carryover for such Class that is recovered as a voidable preference
by a trustee
in bankruptcy.
Form
8-K Disclosure Information: As defined in Section 3.18(a).
Freddie Mac: Freddie Mac, formerly the Federal Home Loan
Mortgage
Corporation, or any successor thereto.
Gross Margin: As to each Mortgage Loan, the fixed percentage set
forth in
the related Mortgage Note and indicated on the Mortgage Loan
Schedule which
percentage is added to the related Index on each Interest
Adjustment Date to
determine (subject to rounding, the minimum and maximum Mortgage
Interest Rate
and the Periodic Rate Cap) the Mortgage Interest Rate until the
next Interest
Adjustment Date.
Indemnified Party: As defined in Section 16.07.
Indemnified Persons: The Trustee, the Master Servicer, the
Depositor, the
Company and the Securities Administrator and their officers,
directors, agents
and employees and, with respect to the Trustee, any separate
co-trustee and its
officers, directors, agents and employees.
Independent: When used with respect to any specified Person, any
such
Person who (a) is in fact independent of the Depositor, the Master
Servicer and
their respective Affiliates, (b) does not have any direct financial
interest in
or any material indirect financial interest in the Depositor or the
Master
Servicer or any Affiliate thereof, and (c) is not connected with
the Depositor
or the Master Servicer or any Affiliate thereof as an officer,
employee,
promoter, underwriter, trustee, partner, director or Person
performing similar
functions; provided, however, that a Person shall not fail to be
Independent of
the Depositor or the Master Servicer or any Affiliate thereof
merely because
such Person is the beneficial owner of 1% or less of any class
of
-36-
<PAGE>
securities issued by the Depositor or the Master Servicer or any
Affiliate
thereof, as the case may be.
Index: The index, if any, specified in a Mortgage Note by reference
to
which the related Mortgage Interest Rate will be adjusted from time
to time.
Initial Certification: The certification substantially in the form
of
Exhibit One to the Custodial Agreement.
Initial Class Certificate Balance: With respect to any Regular
Certificate,
the amount designated "Initial Class Certificate Balance" on the
face thereof.
Initial Optional Termination Date: The first Distribution Date
following
the date on which the aggregate Stated Principal Balance of the
Mortgage Loans
is less than 10% of the aggregate Stated Principal Balance of the
Mortgage Loans
as of the Cut-off Date.
Insurance Policy: With respect to any Mortgage Loan, any standard
hazard
insurance policy, flood insurance policy or title insurance
policy.
Insurance Proceeds: Amounts paid by the insurer under any Insurance
Policy
covering any Mortgage Loan or Mortgaged Property other than amounts
required to
be paid over to the Mortgagor pursuant to law or the related
Mortgage Note or
Security Instrument and other than amounts used to repair or
restore the
Mortgaged Property or to reimburse insured expenses.
Interest Adjustment Date: With respect to a Mortgage Loan, the
date, if
any, specified in the related Mortgage Note on which the Mortgage
Interest Rate
is subject to adjustment.
Interest Carry Forward Amount: Any of the Class A-1 Interest Carry
Forward
Amount, the Class A-2 Interest Carry Forward Amount, the Class A-3
Interest
Carry Forward Amount, the Class R Interest Carry Forward Amount,
the Class M-1
Interest Carry Forward Amount, the Class M-2 Interest Carry Forward
Amount, the
Class M-3 Interest Carry Forward Amount, the Class M-4 Interest
Carry Forward
Amount, the Class M-5 Interest Carry Forward Amount, the Class M-6
Interest
Carry Forward Amount, the Class B-1 Interest Carry Forward Amount,
the Class B-2
Interest Carry Forward Amount, the Class B-3 Interest Carry Forward
Amount or
the Class C Interest Carry Forward Amount, as the case may be.
Interest Determination Date: Each date that is the second LIBOR
Business
Day preceding the commencement of each Accrual Period for the
Certificates.
Interest Funds: With respect to any Distribution Date and the
Mortgage
Loans, the sum, without duplication, of (1) all interest due during
the related
Due Period that is received before the related Servicer Remittance
Date less the
Servicing Fee, (2) all Advances relating to interest, (3) all
Compensating
Interest Payments, (4) Liquidation Proceeds collected during the
related
Prepayment Period (to the extent such liquidation proceeds relate
to interest),
(5) proceeds of any Mortgage Loan purchased by the Depositor or any
transferor
under the Pooling and Servicing Agreement during the related
Prepayment Period
for document defects, breach of a representation or warranty,
realization upon
default or optional termination (to the extent such proceeds relate
to
interest), (6) Prepayment Charges received with respect to the
related
-37-
<PAGE>
Mortgage Loans, less all non-recoverable Advances and Servicing
Advances
relating to interest and certain indemnification amounts, expenses
reimbursed to
the Trustee, Securities Administrator, Master Servicer and the
Servicers (not
limited to such Advances, Servicing Advances, interest, amounts and
expenses set
forth in this clause (6)) and (7) as increased by the lesser of (x)
the
aggregate amount of items (2), (3), (4) and (5) of the definition
of Principal
Funds collected during the related Prepayment Period and (y) the
aggregate
amount of Negative Amortization during the related Prepayment
Period.
Investor Representation Letter: As defined in Section 5.02(b).
Issuing Entity: Merrill Lynch Alternative Note Asset Trust,
Series
2007-OAR2.
Latest Possible Maturity Date: With respect to the Certificates,
the
Distribution Date in April 2037.
LIBOR Business Day: Any day on which banks in the City of London,
England
and New York City, U.S.A. are open and conducting transactions in
foreign
currency and exchange.
LIBOR Certificates: Any of the Certificates (other than the Class C
and
Class P Certificates).
Liquidated Mortgage Loan: Any defaulted Mortgage Loan (including
any REO
Property) as to which the applicable Servicer has determined that
all amounts it
expects to recover from or on account of such Mortgage Loan have
been recovered.
Liquidation Date: With respect to any Liquidated Mortgage Loan, the
date on
which the applicable Servicer has certified that such Mortgage Loan
has become a
Liquidated Mortgage Loan.
Liquidation Expenses: With respect to a Mortgage Loan in
liquidation,
unreimbursed expenses paid or incurred by or for the account of the
Master
Servicer or the applicable Servicer in connection with the
liquidation of such
Mortgage Loan and the related Mortgaged Property, such expenses
including (a)
property protection expenses, (b) property sales expenses, (c)
foreclosure and
sale costs, including court costs and reasonable attorneys' fees,
and (d)
similar expenses reasonably paid or incurred in connection with
liquidation.
Liquidation Proceeds: With respect to any Mortgage Loan, cash
received in
connection with the liquidation of a defaulted Mortgage Loan,
whether through
trustee's sale, foreclosure sale or otherwise, and amounts received
through
Insurance Proceeds and condemnation proceeds.
Loan-to-Value Ratio: With respect to any Mortgage Loan, the
fraction,
expressed as a percentage, the numerator of which is the original
principal
balance of the related Mortgage Loan and the denominator of which
is the
Original Value of the related Mortgaged Property.
Lower Collar: With respect to each Distribution Date, the
applicable per
annum rate set forth under the heading "1ML Strike Lower Collar" in
the
One-Month LIBOR Corridor Table (set forth on Exhibit H).
-38-
<PAGE>
Lower Tier REMIC: As described in the Preliminary Statement and
Section
9.12.
Lower Tier REMIC Interests: Each of the Class LTA-1 Interest, the
Class
LTA-2 Interest, the Class LTA-3 Interest, the Class LTM-1 Interest,
the Class
LTM-2 Interest, the Class LTM-3 Interest, the Class LTM-4 Interest,
the Class
LTM-5 Interest, the Class LTM-6 Interest, the Class LTB-1 Interest,
the Class
LTB-2 Interest, the Class LTB-3 Interest, the Class LTX Interest,
the Class
LT-IO Interest and the Class LTR Interest.
Lower Tier REMIC Marker Interests: Each of the classes of Lower
Tier REMIC
Regular Interests other than the Class LTX Interest and the Class
LT-IO
Interest.
Lower Tier REMIC Regular Interests: Each of the Lower Tier REMIC
Interests
other than the Class LTR Interest.
Lower Tier REMIC Subordinated Balance Ratio: Not applicable.
Master Servicer: Wells Fargo Bank, N.A. including any successors
in
interest who meet the qualifications for a master servicer set
forth in this
Agreement, and any successor master servicer appointed
hereunder.
Master Servicer Collection Account: The trust account or accounts
created
and maintained pursuant to Section 4.02, which shall be denominated
"Wells Fargo
Bank, National Association as Master Servicer for HSBC Bank USA,
National
Association, as Trustee f/b/o holders of Merrill Lynch Mortgage
Investors, Inc.,
Mortgage Pass-Through Certificates, MANA Series 2007-OAR2 - Master
Servicer
Collection Account." The Master Servicer Collection Account shall
be an Eligible
Account.
Master Servicing Compensation: The meaning specified in Section
3.14.
Maximum Lifetime Mortgage Rate: The maximum level to which a
Mortgage
Interest Rate can adjust in accordance with its terms, regardless
of changes in
the applicable Index.
Maximum Rate Cap: With respect to a Distribution Date, the per
annum rate
equal to the product of (i) 12, (ii) the quotient of (x) the total
scheduled
interest that would have been due on the Mortgage Loans had the
Mortgage Loans
provided for interest at their maximum lifetime Net Mortgage Rates
less any Net
Swap Payments or Swap Termination Payments owed to the Swap
Counterparty for
such Distribution Date (other than Defaulted Swap Termination
Payments), and (y)
the aggregate Stated Principal Balance of the Mortgage Loans as of
the first day
of the related Accrual Period (or, in the case of the first
Distribution Date,
as of the Cut-off Date) and (iii) a fraction, the numerator of
which is 30 and
the denominator of which is the actual number of days in the
related Accrual
Period.
MERS: Mortgage Electronic Registration Systems, Inc., a
corporation
organized and existing under the laws of the State of Delaware, or
any successor
thereto.
MERS
Loan: Any Mortgage Loan registered with MERS on the MERS
System.
MERS
System: The system of recording transfers of mortgage
electronically
maintained by MERS.
-39-
<PAGE>
MIN:
The loan number for any MERS Loan.
Minimum Lifetime Mortgage Rate: The minimum level to which a
Mortgage
Interest Rate can adjust in accordance with its terms, regardless
of changes in
the applicable Index.
Minimum Payment: The minimum Monthly Payment required to be paid by
a
Mortgagor.
Minimum Required Overcollateralization Amount: An amount equal to
(i) on or
prior to the Distribution Date in March 2027, 0.50% of the
aggregate Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date or
(ii) after the
Distribution Date in March 2027, the greater of (A) 0.50% of the
aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date and (B)
the aggregate Stated Principal Balance of the Mortgage Loans that
have a
maturity term greater than 30 years plus 0.10% of the aggregate
Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date.
MLML: Merrill Lynch Mortgage Lending, Inc., a Delaware corporation,
or any
successor in interest.
Monthly Payment: With respect to any Mortgage Loan, the scheduled
monthly
payment of principal and interest on such Mortgage Loan which is
payable by the
related Mortgagor from time to time under the related Mortgage
Note, determined:
(a) after giving effect to the Mortgagor's choice of payment to the
extent
permitted by the Mortgage Note, (b) after giving effect to (i) any
Deficient
Valuation and/or Debt Service Reduction with respect to such
Mortgage Loan and
(ii) any reduction in the amount of interest collectible from the
related
Mortgagor pursuant to the Relief Act; (c) without giving effect to
any extension
granted or agreed to by the applicable Servicer pursuant to this
Agreement; and
(d) on the assumption that all other amounts, if any, due under
such Mortgage
Loan are paid when due.
Monthly Statement: The statement distributed to Certificateholders
pursuant
to Section 6.03.
Moody's: Moody's Investors Service, Inc. or its successor in
interest.
Mortgage: The mortgage, deed of trust or other instrument creating
a first
lien on, or first priority security interest in, a Mortgaged
Property securing a
Mortgage Note.
Mortgage File: The mortgage documents listed in Section 2.01(b)
pertaining
to a particular Mortgage Loan and any additional documents required
to be added
to the Mortgage File pursuant to this Agreement.
Mortgage Interest Rate: The annual rate at which interest accrues
from time
to time on any Mortgage Loan pursuant to the related Mortgage
Note.
Mortgage Loan: A mortgage loan transferred and assigned to the
Trustee
pursuant to Section 2.01 or Section 2.04 and held as a part of the
Trust Fund,
as identified in the Mortgage Loan Schedule, including a mortgage
loan the
property securing which has become an REO Property.
-40-
<PAGE>
Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase
Agreement,
dated as of March 1, 2007, between the Sponsor, as seller, and the
Depositor, as
purchaser, and all amendments thereof and supplements thereto,
attached hereto
as Exhibit J.
Mortgage Loan Schedule: The Mortgage Loan Schedule, attached hereto
as
Exhibit B, with respect to the Mortgage Loans and as amended from
time to time
to reflect the repurchase or substitution of Mortgage Loans
pursuant to this
Agreement.
Mortgage Note: The originally executed note or other evidence of
the
indebtedness of a Mortgagor under the related Mortgage Loan.
Mortgage Pool: The pool of Mortgage Loans, identified on Exhibit B
from
time to time, and any REO Properties acquired in respect
thereof.
Mortgaged Property: Land and improvements securing the indebtedness
of a
Mortgagor under the related Mortgage Loan or, in the case of REO
Property, such
REO Property.
Mortgagor: The obligor on a Mortgage Note.
Negative Amortization: With respect to each Distribution Date, the
amount
of interest on the Mortgage Loans that the related Mortgagors are
not obligated
to pay as interest (and which shall be added to the Stated
Principal Balance of
each such Mortgage Loan) due to the negative amortization feature
of such
Mortgage Loans, in each case during the related Due Period.
Negative Amortization Certificate: Any Certificate other than the
Class P
Certificate.
Net
Excess Cashflow: Any Interest Funds and Principal Funds not
otherwise
required to be distributed with respect to principal of and
interest on the
Certificates and not otherwise required to be distributed to the
Class P
Certificates.
Net
Liquidation Proceeds: As to any Liquidated Mortgage Loan,
Liquidation
Proceeds net of (i) Liquidation Expenses which are payable
therefrom by the
applicable Servicer or the Master Servicer in accordance with this
Agreement and
(ii) unreimbursed advances by the applicable Servicer or the Master
Servicer and
Advances.
Net
Mortgage Rate: With respect to each Mortgage Loan, the Mortgage
Interest Rate in effect from time to time less the Servicing Fee
Rate (expressed
as a per annum rate).
Net
Negative Amortization: For any Distribution Date, the excess, if
any,
of (i) the Negative Amortization with respect to the Mortgage Loans
for the
related calendar month prior to that Distribution Date, over (ii)
the aggregate
amount of items (2), (3), (4) and (5) of the definition of
Principal Funds
collected during the related Prepayment Period.
Net
Rate: The per annum rate set forth in footnote 3 to the description
of
the Lower Tier REMIC in the Preliminary Statement hereto (such rate
being based
on the weighted average of the interest rates on the SWAP REMIC
Regular
Interests as adjusted and as set forth in such footnote).
-41-
<PAGE>
Net
Swap Payment: With respect to any Distribution Date, any net
payment
(other than a Swap Termination Payment or Defaulted Swap
Termination Payment)
made by the Supplemental Interest Trust to the Swap Counterparty on
the related
Fixed Rate Payer Payment Date (as defined in the Swap Agreement) or
made by the
Swap Counterparty to the Supplemental Interest Trust on the related
Floating
Rate Payer Payment Date (as defined in the Swap Agreement). In each
case, the
Net Swap Payment shall not be less than zero.
Net
WAC: With respect to any Distribution Date, the weighted average
Net
Mortgage Rate for the Mortgage Loans calculated based on the
respective Net
Mortgage Rates and the Stated Principal Balances of such Mortgage
Loans as of
the preceding Distribution Date (or, in the case of the first
Distribution Date,
as of the Cut-off Date).
NIM
Notes: The net interest margin or excess cashflow securities to
be
issued pursuant to an indenture.
Non-Recoverable Advance: Any portion of an Advance previously made
or
proposed to be made by a Servicer that, in the good faith judgment
of such
Servicer, will not or, in the case of a current delinquency, would
not, be
ultimately recoverable by such Servicer from the related Mortgagor,
related
Liquidation Proceeds or otherwise related to the Mortgage
Loans.
Non-Recoverable Servicing Advance: Any portion of a Servicing
Advance
previously made or proposed to be made by a Servicer that, in the
good faith
judgment of such Servicer, will not or, in the case of a current
Servicing
Advance, would not, be ultimately recoverable by such Servicer from
the related
Mortgagor, related Liquidation Proceeds or otherwise related to the
Mortgage
Loans.
Non-Supported Interest Shortfall: As defined in Section 13.23.
Offered Certificate: Any Senior Certificate or Subordinate
Certificate
issued hereunder.
Officer's Certificate: A certificate signed by the Chairman of the
Board,
the Vice Chairman of the Board, the President or a Vice President
or Assistant
Vice President or other authorized officer of the Servicers, the
Master Servicer
or the Depositor, as applicable, and delivered to the Trustee, as
required by
this Agreement.
One-Month LIBOR: With respect to any Accrual Period, the rate
determined by
the Securities Administrator on the related Interest Determination
Date on the
basis of (a) the offered rates for one-month United States dollar
deposits, as
such rates appear on Telerate page 3750, as of 11:00 a.m. (London
time) on such
Interest Determination Date or (b) if such rate does not appear on
Telerate Page
3750 as of 11:00 a.m. (London time), the offered rates of the
Reference Banks
for one-month United States dollar deposits, as such rates appear
on the Reuters
Screen LIBO Page, as of 11:00 a.m. (London time) on such Interest
Determination
Date. If One-Month LIBOR is determined pursuant to clause (b)
above, on each
Interest Determination Date, One-Month LIBOR for the related
Accrual Period will
be established by the Securities Administrator as follows:
(i) If on such Interest Determination Date two or more Reference
Banks
provide such offered quotations, One-Month LIBOR for the related
Accrual
Period shall
-42-
<PAGE>
be
the arithmetic mean of such offered quotations (rounded upwards
if
necessary to the nearest whole multiple of 0.03125%).
(ii) If on such Interest Determination Date fewer than two
Reference
Banks provide such offered quotations, One-Month LIBOR for the
related
Accrual Period shall be the higher of (i) One-Month LIBOR as
determined on
the
previous Interest Determination Date and (ii) the Reserve
Interest
Rate.
Opinion of Counsel: A written opinion of counsel who is or are
acceptable
to the Trustee and who, unless required to be Independent (an
"Opinion of
Independent Counsel"), may be internal counsel for the Master
Servicer or the
Depositor.
Optional Termination: The termination hereunder of that portion of
the
Trust Fund related to the Certificates pursuant to Section 10.01(a)
hereof.
Optional Termination Amount: The amount received by the
Securities
Administrator in connection with any purchase of all of the
Mortgage Loans and
REO Properties pursuant to Section 10.01(b) hereof.
Optional Termination Price: On any date after the Initial
Optional
Termination Date, an amount equal to the sum of (A) the aggregate
Stated
Principal Balance of each Mortgage Loan (other than any Mortgage
Loan that has
become an REO Property) as of the Distribution Date on which the
proceeds of the
Optional Termination are distributed to the Certificateholders,
plus accrued
interest thereon at the applicable Mortgage Interest Rate as of the
Due Date
preceding the Distribution Date on which the proceeds of the
Optional
Termination are distributed to Certificateholders and the fair
market value of
any REO Property, plus accrued interest thereon as of the
Distribution Date on
which the proceeds of the Optional Termination are distributed
to
Certificateholders, (B) any unreimbursed out-of-pocket costs and
expenses, fees
and indemnity amounts owed to the Master Servicer, the Trustee or
the Securities
Administrator (including any amounts incurred by the Securities
Administrator in
connection with conducting the Auction), or the Company and any
unpaid or
unreimbursed Servicing Fees, Advances and Servicing Advances, (C)
any
unreimbursed costs, penalties and/or damages incurred by the Trust
Fund in
connection with any violation relating to any of the Mortgage Loans
of any
predatory or abusive lending law, (D) in the event an Auction has
been
conducted, all reasonable fees and expenses incurred by the
Securities
Administrator to conduct the Auction and (E) any unpaid Net Swap
Payments, any
Swap Termination Payment and any other amounts owed to the Swap
Counterparty and
determined in accordance with the Swap Agreement.
Original Value: The lesser of (i) the Appraised Value or (ii) the
sales
price of a Mortgaged Property at the time of origination of a
Mortgage Loan,
except in instances where either clauses (i) or (ii) is
unavailable, the other
may be used to determine the Original Value, or if both clauses (i)
and (ii) are
unavailable, Original Value may be determined from other sources
reasonably
acceptable to the Depositor.
OTS:
The Office of Thrift Supervision.
-43-
<PAGE>
Outstanding Mortgage Loan: With respect to any Due Date, a Mortgage
Loan
which, prior to such Due Date, was not the subject of a Principal
Prepayment in
Full, did not become a Liquidated Mortgage Loan and was not
purchased or
replaced.
Outstanding Principal Balance: As of the time of any determination,
the
principal balance of a Mortgage Loan remaining to be paid by the
Mortgagor, or,
in the case of an REO Property, the principal balance of the
related Mortgage
Loan remaining to be paid by the Mortgagor at the time such
property was
acquired by the Trust Fund less any Net Liquidation Proceeds with
respect
thereto to the extent applied to principal.
Overcollateralization Amount: As of any date of determination, the
excess
of (1) the Stated Principal Balance of the Mortgage Loans over (2)
the Class
Certificate Balance of the Certificates (other than the Class P
Certificates and
the Class C Certificates).
Ownership Interest: As to any Certificate, any ownership or
security
interest in such Certificate, including any interest in such
Certificate as the
Holder thereof and any other interest therein, whether direct or
indirect, legal
or beneficial, as owner or as pledgee.
Percentage Interest: With respect to any Certificate (other than
the Class
R and Class P Certificates), a fraction, expressed as a percentage,
the
numerator of which is the Initial Class Certificate Balance
represented by such
Certificate and the denominator of which is the Initial Class
Certificate
Balance of the related Class. With respect to the Class R and Class
P
Certificates, the Percentage Interest evidenced thereby shall be as
specified on
the face thereof, or otherwise, be equal to 100%.
Periodic Rate Cap: With respect to each Mortgage Loan, the
maximum
adjustment that can be made to the Mortgage Interest Rate on each
Interest
Adjustment Date in accordance with its terms, regardless of changes
in the
applicable Index.
Permitted Investments: Any one or more of the following obligations
or
securities held in the name of the Trustee for the benefit of
the
Certificateholders (provided that such obligation or security must
be a
"permitted investment" within the meaning of such term as provided
for in
Section 860G(a)(5) of the Code):
(i) direct obligations of, and obligations the timely payment of
which
are
fully guaranteed by the United States of America or any agency
or
instrumentality of the United States of America the obligations of
which
are
backed by the full faith and credit of the United States of
America;
(ii) (a) demand or time deposits, federal funds or bankers'
acceptances issued by any depository institution or trust
company
incorporated under the laws of the United States of America or any
state
thereof (including the Trustee or the Master Servicer or its
Affiliates
acting in its commercial banking capacity) and subject to
supervision and
examination by federal and/or state banking authorities, provided
that the
commercial paper and/or the short-term debt rating and/or the
long-term
unsecured debt obligations of such depository institution or trust
company
at
the time of such investment or contractual commitment providing for
such
investment have the Applicable Credit Rating or better
-44-
<PAGE>
from
each Rating Agency and (b) any other demand or time deposit or
certificate of deposit that is fully insured by the Federal
Deposit
Insurance Corporation;
(iii) repurchase obligations with respect to (a) any security
described in clause (i) above or (b) any other security issued
or
guaranteed by an agency or instrumentality of the United States of
America,
the
obligations of which are backed by the full faith and credit of
the
United States of America, in either case entered into with a
depository
institution or trust company (acting as principal) described in
clause
(ii)(a) above where the Trustee holds the security therefor;
(iv) securities
bearing interest or sold at a discount issued by any
corporation (including the Trustee, the Securities Administrator or
the
Master Servicer or its Affiliates) incorporated under the laws of
the
United States of America or any state thereof that have the
Applicable
Credit Rating or better from each Rating Agency at the time of
such
investment or contractual commitment providing for such
investment;
provided, however, that securities issued by any particular
corporation
will
not be Permitted Investments to the extent that investments
therein
will
cause the then outstanding principal amount of securities issued
by
such
corporation and held as part of the Issuing Entity to exceed 10%
of
the
aggregate Outstanding Principal Balances of all the Mortgage Loans
and
Permitted Investments held as part of the Issuing Entity;
(v) commercial paper (including both non-interest-bearing
discount
obligations and interest-bearing obligations payable on demand or
on a
specified date not more than one year after the date of issuance
thereof)
having the Applicable Credit Rating or better from each Rating
Agency at
the
time of such investment;
(vi) a Reinvestment Agreement issued by any bank, insurance company
or
other corporation or entity;
(vii) any other demand, money market or time deposit,
obligation,
security or investment as may be acceptable to either Rating Agency
as
evidenced in writing by each Rating Agency to the Trustee, the
Securities
Administrator or Master Servicer;
(viii) any money market or common trust fund having the
Applicable
Credit Rating or better from each Rating Agency (if such fund is
rated by
each such Rating
Agency), including any such fund for which the Trustee,
Securities Administrator or Master Servicer or any affiliate of
the
Trustee, Securities Administrator or Master Servicer acts as a
manager or
an
advisor; provided, however, that no instrument or security shall be
a
Permitted Investment if such instrument or security evidences a
right to
receive only interest payments with respect to the obligations
underlying
such
instrument or if such security provides for payment of both
principal
and
interest with a yield to maturity in excess of 120% of the yield
to
maturity at par or if such instrument or security is purchased at a
price
greater than par; and
(ix) units of a taxable money-market portfolio having the
highest
rating assigned by each Rating Agency (except if S&P is a
Rating Agency,
"AAAm" or "AAAM-G" by S&P) and restricted to obligations issued
or
guaranteed by the United States of America or entities whose
obligations
are
backed by the full faith and credit of
-45-
<PAGE>
the
United States of America and repurchase agreements collateralized
by
such
obligations.
Permitted Transferee: Any Person other than a Disqualified
Organization or
an "electing large partnership" (as defined by Section 775 of the
Code).
Person: Any individual, corporation, partnership, joint
venture,
association, limited liability company, joint-stock company,
trust,
unincorporated organization or government or any agency or
political subdivision
thereof.
Physical Certificate: The Residual Certificate.
Pooling and Servicing Agreement: The Pooling and Servicing
Agreement
relating to the Mortgage Pass-Through Certificates, MANA Series
2007-OAR2.
Posted Collateral: Collateral posted pursuant to and in accordance
with the
terms and provisions of the Swap Agreement or Corridor Contract, as
applicable.
Prepayment Charge: Any prepayment premium or fee payable by a
Mortgagor in
connection with any Principal Prepayment on a Mortgage Loan
pursuant to the
terms of the related Mortgage Note or Mortgage, as applicable.
Prepayment Charge Mortgage Loans: Any of the Mortgage Loans that
are
subject to existing prepayment charges.
Prepayment Interest Excess: With respect to any Servicer Remittance
Date,
for each Mortgage Loan that was the subject of a Principal
Prepayment in Full
during the portion of the related Prepayment Period occurring
between the first
day of the calendar month in which such Servicer Remittance Date
occurs and the
last day of the related Prepayment Period, an amount equal to
interest (to the
extent received) at the applicable Net Mortgage Rate on the amount
of such
Principal Prepayment for the number of days commencing on the first
day of the
calendar month in which such Servicer Remittance Date occurs and
ending on the
date on which such Principal Prepayment is so applied.
Prepayment Interest Shortfall: As to any Distribution Date and any
Mortgage
Loan (other than a Mortgage Loan relating to an REO Property) that
was the
subject of (a) a Principal Prepayment in Full during the related
Prepayment
Period, an amount equal to the excess of one month's interest at
the Net
Mortgage Rate on the Stated Principal Balance of such Mortgage Loan
over the
amount of interest (adjusted to the Net Mortgage Rate) paid by the
Mortgagor for
such Prepayment Period to the date of such Principal Prepayment in
Full or (b) a
Curtailment during the prior calendar month, an amount equal to one
month's
interest at the Net Mortgage Rate on the amount of such
Curtailment. The
obligations of the Master Servicer and the Servicers in respect of
any
Prepayment Interest Shortfall are set forth in Section 6.05 and
Section 13.23.
Prepayment Period: With respect to any Mortgage Loan and any
Distribution
Date, with respect to prepayments and other payments received in
connection
therewith, and (i) with respect to IndyMac Bank, F.S.B., the period
from and
including the 2nd day of the calendar
-46-
<PAGE>
month preceding the month in which such Distribution Date occurs
(or, in the
case of the first Distribution Date, beginning on the Cut-off Date)
and
including the 1st day of the calendar month in which such
Distribution Date
occurs, (ii) with respect to Countrywide Home Loans, Inc. for
Principal
Prepayments in Full and Curtailments and with respect to the
Company for
Curtailments, the calendar month preceding the month in which such
Distribution
Date occurs (or, in the case of the first Distribution Date,
beginning on the
Cut-off Date), or (iii) with respect to the Company for Principal
Prepayments in
Full, the period from and including the 15th day of the calendar
month preceding
the month in which such Distribution Date occurs (or, in the case
of the first
Distribution Date, beginning on the Cut-off Date) and including the
14th day of
the calendar month in which such Distribution Date occurs.
Primary Mortgage Insurance Policy: Any primary mortgage guaranty
insurance
policy issued in connection with a Mortgage Loan which provides
compensation to
a Mortgage Note holder in the event of default by the obligor under
such
Mortgage Note or the related Security Instrument, if any or any
replacement
policy therefor through the related Accrual Period for such Class
relating to a
Distribution Date.
Principal Distribution Amount: with respect to each Distribution
Date, the
sum of (1) the Principal Funds for such Distribution Date and (2)
any Extra
Principal Distribution Amount for such Distribution Date.
Principal Funds: With respect to any Distribution Date and the
Mortgage
Loans, the sum, without duplication, of (1) the principal due
during the related
Due Period and received before the related Servicer Remittance Date
or advanced
by the Servicers as an Advance on or before the related Servicer
Remittance
Date, (2) Principal Prepayments in Full collected in the related
Prepayment
Period, (3) the Stated Principal Balance of each Mortgage Loan that
was
purchased by the Depositor or the applicable Servicer during the
related
Prepayment Period or, in the case of a purchase in connection with
an optional
termination, on the Business Day prior to such Distribution Date,
(4) the
amount, if any, by which the aggregate unpaid principal balance of
any
replacement Mortgage Loans is less than the aggregate unpaid
principal balance
of any Mortgage Loans delivered by the Sponsor during the related
Prepayment
Period in connection with a substitution of a Mortgage Loan, (5)
all Liquidation
Proceeds applicable to the related Prepayment Period (to the extent
such
Liquidation Proceeds related to principal), (6) all Subsequent
Recoveries
received applicable to the related Prepayment Period and (7) all
other
collections and recoveries in respect of principal applicable to
the related
Prepayment Period and less (A) all non-recoverable Advances
relating to
principal and all non-recoverable Servicing Advances reimbursed
during the
applicable reimbursement period, (B) indemnification amounts and
expenses
reimbursable to the Trustee, Securities Administrator, Master
Servicer and the
Servicers hereunder and (C) the lesser of (i) the aggregate amount
of items (2),
(3), (4) and (5) above collected during the related Prepayment
Period and (ii)
the aggregate amount of Negative Amortization during the related
Prepayment
Period.
Principal Prepayment: Any Principal Prepayment in Full or
Curtailment or
other recovery of principal on a Mortgage Loan which is received in
advance of
its scheduled Due Date to the extent that it is not accompanied by
an amount as
to interest representing scheduled interest due on any date or
dates in any
month or months subsequent to the month of prepayment, including
Insurance
Proceeds and Repurchase Proceeds, but excluding the principal
portion of Net
Liquidation Proceeds.
-47-
<PAGE>
Principal Prepayment in Full: Any Principal Prepayment made by a
Mortgagor
of the entire unpaid principal balance of the Mortgage Loan.
Prospectus Supplement: The Prospectus Supplement dated March 28,
2007,
relating to the public offering of the Offered Certificates.
Protected Account: An account established and maintained for the
benefit of
Certificateholders by each Servicer with respect to the related
Mortgage Loans
and with respect to REO Property pursuant to this Agreement and
designated
"[Name of Servicer], as servicer for Wells Fargo Bank, N.A., in
trust for
registered holders of Merrill Lynch Alternative Note Asset Trust,
Mortgage
Pass-Through Certificates, Series 2007-OAR2." The Protected Account
shall be an
Eligible Account. Funds in a Protected Account shall be held in
trust for the
Certificateholders for the uses and purposes set forth in this
Agreement and the
Applicable Servicing Agreements.
PUD:
A Planned Unit Development.
Purchase Price: With respect to any Mortgage Loan or REO Property
to be
purchased pursuant to or as contemplated by Section 2.03 or 10.01,
and as
confirmed by an Officers' Certificate from the Master Servicer to
the Trustee,
an amount equal to the sum of (i) 100% of the Stated Principal
Balance thereof
as of the date of purchase (or such other price as provided in
Section 10.01),
(ii) accrued interest on such Stated Principal Balance at the
applicable
Mortgage Interest Rate in effect from time to time from the Due
Date as to which
interest was last covered by a payment by the Mortgagor or an
advance by the
applicable Servicer or Master Servicer, which payment or advance
had as of the
date of purchase been distributed to Certificateholders, through
the end of the
calendar month in which the purchase is to be effected less any
unreimbursed
Advances and any unpaid Servicing Fees payable to the purchaser of
the Mortgage
Loan and (iii) any costs and damages incurred by the Issuing Entity
in
connection with any violation by such Mortgage Loan or REO Property
of any
predatory or abusive-lending law.
Qualified Servicer: Any servicer with a servicer rating by each of
the
Rating Agencies equal to or better than the servicer rating of the
Company at
the time of any such servicing transfer.
Rating Agencies: Moody's, and S&P.
Rating Agency Condition: As defined in the Swap Agreement.
Realized Loss: With respect to a Liquidated Mortgage Loan, the
amount by
which the remaining unpaid principal balance of the Mortgage Loan
exceeds the
amount of Net Liquidation Proceeds applied to the principal balance
of the
related Mortgage Loan. To the extent the Master Servicer receives
Subsequent
Recoveries with respect to any Mortgage Loan, the amount of the
Realized Loss
with respect to that Mortgage Loan will be reduced to the extent
such recoveries
are applied to reduce the Class Certificate Balance of any Class of
Certificates
on any Distribution Date.
Realized Loss Amount: With respect to any Distribution Date, the
amount, if
any, by which the aggregate Class Certificate Balance of the
Certificates after
distributions of principal
-48-
<PAGE>
on such Distribution Date exceeds the aggregate Stated Principal
Balance of the
Mortgage Loans as of such Distribution Date.
Record Date: With respect to each Distribution Date and each class
of
Offered Certificates, the close of business on the last Business
Day of the
month immediately preceding the month in which the related
Distribution Date
occurs (or the Closing Date in the case of the first Distribution
Date).
Regular Certificates: Any of the Class A-1, Class A-2, Class A-3,
Class
M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
B-1, Class B-2
or Class B-3 Certificates.
Regulation AB: Subpart 22.1100 - Asset Backed Securities
(Regulation AB),
17 C.F.R. Sections 229.1100-229.1123, as such may be amended from
time to time,
and subject to such clarification and interpretation as have been
provided by
the Commission in the adopting release (Asset-Backed Securities,
Securities Act
Release No. 33-8518, 70 Fed Reg. 1,506-1,631 (January 7, 2005) or
by the staff
of the Commission, or as may be provided by the Commission or its
staff from
time to time.
Reinvestment Agreements: One or more reinvestment agreements,
acceptable to
each of the Rating Agencies, from a bank, insurance company or
other corporation
or entity (including the Trustee).
Related Certificates: For each interest in the Upper Tier REMIC,
the Class
of Certificates listed on the same row in the table entitled "Upper
Tier REMIC"
in the Preliminary Statement.
Relevant Servicing Criteria: The Servicing Criteria applicable to
the
various parties, as set forth on Exhibit K hereto. For
clarification purposes,
multiple parties can have responsibility for the same Relevant
Servicing
Criteria. With respect to a Servicing Function Participant engaged
by the Master
Servicer, the Securities Administrator, the Trustee, the Custodian
or a
Servicer, the term "Relevant Servicing Criteria" may refer to one
or more
discrete functions specified in the Relevant Servicing Criteria
applicable to
such parties.
Relief Act: The Servicemembers Civil Relief Act, as amended, or
similar
state statute.
Relief Act Mortgage Loan: Any Mortgage Loan as to which the Monthly
Payment
or portion thereof has been reduced or postponed due to the
application of the
Relief Act.
Relief Act Shortfall: With respect to any Distribution Date and
any
Mortgage Loan, any reduction in the amount of interest or principal
collectible
on such Mortgage Loan for the most recently ended calendar month as
a result of
the application of the Relief Act.
REMIC: Each pool of assets in the Trust Fund designated as a REMIC
as
described in the Preliminary Statement and Section 9.12.
REMIC 1: Not applicable.
REMIC 1 Interest: Not applicable.
-49-
<PAGE>
REMIC 1 Regular Interest: Not applicable.
REMIC 1 Subordinate Balance Ratio: Not applicable.
REMIC 2: Not applicable.
REMIC 2 Interest: Not applicable.
REMIC 2 Regular Interest: Not applicable.
REMIC Opinion: An Opinion of Counsel to the effect that a
contemplated
action will neither adversely affect the status as a REMIC of any
REMIC created
hereunder nor subject any such REMIC to any tax under the REMIC
Provisions.
REMIC Pass-Through Rate: In the case of a Class of the Senior
Certificates,
Class M Certificates and Class B Certificates, the Upper Tier REMIC
Net WAC Cap
for the Corresponding REMIC Regular Interest.
REMIC Provisions: The provisions of the federal income tax law
relating to
real estate mortgage investment conduits, which appear at Sections
860A through
860G of Subchapter M of Chapter 1 of the Code, and related
provisions, and
regulations, including proposed regulations and rulings, and
administrative
pronouncements promulgated thereunder, as the foregoing may be in
effect from
time to time.
REMIC Regular Interests: Each of the interests in the Upper Tier
REMIC as
set forth in the Preliminary Statement other than the Residual
Interest.
REMIC Swap Rate: For each Distribution Date (and the related
Accrual
Period), a per annum rate equal to the Fixed Rate under the Swap
Agreement for
such Distribution Date, as set forth in the Prospectus
Supplement.
REO
Property: A Mortgaged Property acquired by a Servicer or Master
Servicer on behalf of the Trust Fund through foreclosure or
deed-in-lieu of
foreclosure, as described in Section 3.15 in connection with a
defaulted
Mortgage Loan.
Reportable Event: As defined in Section 3.18(a).
Reporting Servicer: As defined in Section 3.18(h).
Repurchase Proceeds: The Repurchase Price in connection with any
repurchase
of a Mortgage Loan by the Sponsor and any cash deposit in
connection with the
substitution of a Mortgage Loan.
Request for Release: A request for release in the form attached
hereto as
Exhibit D.
Required Insurance Policy: With respect to any Mortgage Loan, any
insurance
policy which is required to be maintained from time to time under
this Agreement
with respect to such Mortgage Loan.
-50-
<PAGE>
Required Percentage: With respect to a Distribution Date, the
quotient of
(x) the excess of (1) the aggregate Stated Principal Balance of the
Mortgage
Loans, prior to giving effect to distributions to be made on such
Distribution
Date over (2) the Class Certificate Balance of the most senior
class of
Certificates outstanding as of such Distribution Date, prior to
giving effect to
distributions to be made on such Distribution Date, and (y) the
Stated Principal
Balances of the Mortgage Loans, prior to giving effect to
distributions to be
made on such Distribution Date. As used herein, the Class
Certificate Balance of
the most senior class of Certificates will equal the aggregate
Class Certificate
Balance of the Senior Certificates as of such date of
calculation.
Reserve Interest Rate: The rate per annum that the Securities
Administrator
determines to be either (1) the arithmetic mean (rounded upwards if
necessary to
the nearest whole multiple of 0.03125%) of the one-month United
States dollar
lending rates which New York City banks selected by the Securities
Administrator
are quoting on the relevant Interest Determination Date to the
principal London
offices of leading banks in the London interbank market or (2) in
the event that
the Securities Administrator can determine no such arithmetic mean,
the lowest
one-month United States dollar lending rate which New York City
banks selected
by the Securities Administrator are quoting on such Interest
Determination Date
to leading European banks.
Residual Certificate: The Class R Certificate.
Residual Interest: An interest in the Upper Tier REMIC that is
entitled to
all distributions of principal and interest on the Class R
Certificate other
than (i) distributions in respect of the Class SWR Interest and the
Class LTR
Interest and (ii) distributions on the Class R Certificate in
respect of Excess
Interest.
Responsible Officer: Any officer assigned to the Corporate Trust
Office (or
any successor thereto), including any Vice President, Assistant
Vice President,
Trust Officer, any Assistant Secretary, any trust officer or any
other officer
of the Trustee or Securities Administrator customarily performing
functions
similar to those performed by any of the above designated officers
and having
direct responsibility for the administration of this Agreement, and
any other
officer of the Trustee or Securities Administrator to whom a matter
arising
hereunder may be referred because of such officers familiarity with
the subject
matter thereof.
Reuter's Screen LIBO Page: The display designated as page "LIBO" on
the
Reuters Monitor Money Rates Service (or such other page as may
replace the LIBO
page on that service for the purpose of displaying London interbank
offered
rates of major banks).
Sarbanes-Oxley Act: The Sarbanes-Oxley Act of 2002 and the rules
and
regulations of the Commission promulgated thereunder (including
any
interpretations thereof by the Commission's staff).
Sarbanes-Oxley
Certification: A written certification signed by an officer
of the Master Servicer that complies with (i) the Sarbanes-Oxley
Act, and (ii)
Exchange Act Rules 13a-14(d) and 15d-14(d), as in effect from time
to time;
provided that if, after the Closing Date (a) the Sarbanes-Oxley Act
is amended,
(b) the Rules referred to in clause (ii) are modified or superseded
by any
subsequent statement, rule or regulation of the Commission or any
statement of a
division thereof, or (c) any future releases, rules and regulations
are
published by the Commission from time to time pursuant to the
Sarbanes-Oxley
Act, which in any such case
-51-
<PAGE>
affects the form or substance of the required certification and
results in the
required certification being, in the reasonable judgment of the
Master Servicer,
materially more onerous that then form of the required
certification as of the
Closing Date, the Sarbanes-Oxley Certification shall be as agreed
to by the
Master Servicer and the Depositor following a negotiation in good
faith to
determine how to comply with any such new requirements.
S&P: Standard and Poor's, a division of The McGraw-Hill
Companies, Inc. or
its successor in interest.
Scheduled Payment: With respect to any Mortgage Loan and any month,
the
scheduled payment or payments of principal and interest due during
such month on
such Mortgage Loan which either is payable by a Mortgagor in such
month under
the related Mortgage Note or, in the case of REO Property, would
otherwise have
been payable under the related Mortgage Note as a Minimum
Payment.
Scheduled Principal: The principal portion of any Scheduled
Payment.
Securities Act: The Securities Act of 1933, as amended.
Securities Administrator: Wells Fargo Bank, N.A., or any successor
in
interest, or any successor securities administrator appointed as
herein
provided.
Security Agreement: With respect to a Cooperative Loan, the
agreement
creating a security interest in favor of the originator in the
related
Cooperative Stock.
Security Instrument: A written instrument creating a valid first
lien on a
Mortgaged Property securing a Mortgage Note, which may be any
applicable form of
mortgage, deed of trust, deed to secure debt or security deed,
including any
riders or addenda thereto.
Senior Class Certificate Balance: As of any date of determination,
the sum
of the Class A-1 Class Certificate Balance, the Class A-2 Class
Certificate
Balance, the Class A-3 Class Certificate Balance and the Class R
Class
Certificate Balance.
Senior Certificates: Any of the Class A-1 Certificates, the Class
A-2
Certificates, the Class A-3 Certificates and the Class R
Certificates.
Senior Principal Distribution Amount: (1) With respect to any
Distribution
Date prior to the related Stepdown Date or as to which a Stepdown
Trigger Event
exists, 100% of the Principal Distribution Amount for such
Distribution Date and
(2) with respect to any Distribution Date on or after the Stepdown
Date and as
to which a Stepdown Trigger Event does not exist, the excess of (A)
the Class
Certificate Balance of the Senior Certificates after the allocation
of Deferred
Interest, if any, for each Distribution Date and immediately prior
to such
Distribution Date over (B) the lesser of (i) (a) for each
Distribution Date on
or prior to March 2013, 85.000% of the aggregate Stated Principal
Balance of the
Mortgage Loans as of such Distribution Date and (b) for each
Distribution Date
after March 2013, 88.000% of the aggregate Stated Principal Balance
of the
Mortgage Loans as of such Distribution Date and (ii) the excess of
the aggregate
Stated Principal Balance of the Mortgage Loans as of such
Distribution Date over
the Minimum Required Overcollateralization Amount; provided,
however, that in no
event will the Senior
-52-
<PAGE>
Principal Distribution Amount with respect to any Distribution Date
exceed the
aggregate Class Certificate Balance of the Senior Certificates.
Servicer: With respect to (i) each Mortgage Loan serviced by the
Company as
specified on the Mortgage Loan Schedule, the Company, (ii) each
Mortgage Loan
serviced by IndyMac Bank, F.S.B. as specified on the Mortgage Loan
Schedule,
IndyMac Bank F.S.B. and (iii) each Mortgage Loan serviced by
Countrywide Home
Loans, Inc. as specified on the Mortgage Loan Schedule, Countrywide
Home Loans,
Inc., and their respective successors and assigns.
Servicer Event of Default: As defined in Section 15.01.
Servicer Remittance Date: With respect to (A) the Company, the
later of (x)
two Business Days after the 15th day of the month in which such
Distribution
Date occurs and (y) the 18th day (or if such 18th is not a Business
Day, the
immediately preceding Business Day) of the month in which the
related
Distribution occurs or (B) IndyMac Bank, F.S.B. or Countrywide Home
Loans, Inc.,
the 18th day of each month or, if such 18th day is not a Business
Day, on the
immediately preceding Business Day of the month in which the
related
Distribution Date occurs.
Servicing Advances: All customary, reasonable and necessary "out of
pocket"
costs and expenses incurred in the performance by a Servicer of its
servicing
obligations hereunder, including, but not limited to, the cost of
(1) the
preservation, inspection, restoration and protection of a Mortgaged
Property,
including without limitation advances in respect of prior liens,
real estate
taxes and assessments, (2) any collection, enforcement or judicial
proceedings,
including without limitation foreclosures, collections and
liquidations, (3) the
conservation, management, sale and liquidation of any REO Property,
(4)
executing and recording instruments of satisfaction, deeds of
reconveyance,
substitutions of trustees on deeds of trust or Assignments of
Mortgage to the
extent not otherwise recovered from the related Mortgagors or
payable under this
Agreement, (5) correcting errors of prior servicers; costs and
expenses charged
to such Servicer by the Trustee; tax tracking; title research;
flood
certifications; and lender paid mortgage insurance, (6) obtaining
or correcting
any legal documentation required to be included in the Mortgage
Files and
reasonably necessary for the Servicer to perform its obligations
under this
Agreement and (7) compliance with the obligations under Sections
13.01 and
13.10.
Servicing Criteria: The "servicing criteria" set forth in Item
1122(d) of
Regulation AB, as such may be amended from time to time.
Servicing Fee: As to any Mortgage Loan and Distribution Date, an
amount
equal to the product of (i) the Stated Principal Balance of such
Mortgage Loan
as of the preceding Distribution Date and (ii) the applicable
Servicing Fee
Rate. Such fee shall be payable monthly, computed on the basis of
the same
principal amount and period respectively which any related interest
payment on a
Mortgage Loan is computed. If the Index and/or Gross Margin are
adjusted as
provided in the related Mortgage Note, the Servicing Fee shall be
the rate per
annum in effect immediately prior to such adjustment.
Servicing Fee Rate: 0.375% per annum.
Servicing Function Participant: Any Subservicer, Subcontractor or
any other
Person engaged by a Servicer, the Custodian, the Master Servicer,
the Paying
Agent, the Securities
-53-
<PAGE>
Administrator or the Trustee required by Regulation AB to provide
an Assessment
of Compliance and an Accountant's Attestation.
Servicing Officer: Any officer of the Master Servicer involved in,
or
responsible for, the administration and servicing of the Mortgage
Loans whose
names and specimen signatures appear on a list of servicing
officers furnished
to the Trustee by the Master Servicer, as such list may be amended
from time to
time.
Servicing Rights Owner: With respect to each Mortgage Loan serviced
by the
Company as specified on the Mortgage Loan Schedule, MLML, or its
transferee or
assignee, in its capacity as owner of the servicing rights.
Significance Estimate: With respect to any Distribution Date, and
in
accordance with Item 1115 of Regulation AB, shall be an amount
determined based
on the reasonable good-faith estimate by the Depositor or its
affiliate (and
reported to the Securities Administrator) of the aggregate maximum
probable
exposure of the outstanding Certificates to the Swap Agreement and
the Corridor
Contract, as applicable.
Significance Percentage: With respect to any Distribution Date, and
in
accordance with Item 1115 of Regulation AB, shall be a percentage
equal to the
Significance Estimate divided by the aggregate outstanding Stated
Principal
Balance of the Mortgage Loans, prior to the distribution of the
Principal
Distribution Amount on such Distribution Date.
Sponsor: Merrill Lynch Mortgage Lending, Inc., a Delaware
corporation, or
any successor in interest.
Startup Day: The Closing Date.
Stated Principal Balance: With respect to any Mortgage Loan and
Distribution Date, the unpaid principal balance of such Mortgage
Loan as of the
Due Date in the related Due Period, as specified in the
amortization schedule at
the time relating thereto (before any adjustment to such
amortization schedule
by reason of any moratorium or similar waiver or grace period),
after giving
effect to any previous partial prepayments and Net Liquidation
Proceeds received
and to the payment of principal due on such Due Date and
irrespective of any
delinquency in payment by the related Mortgagor and as increased by
the amounts
of any Negative Amortization with respect to such Mortgage Loan
after the
Cut-off Date through the Due Date in the related Due Period. With
respect to any
Mortgage Loan and the Cut-off Date, the Cut-off Date Principal
Balance thereof.
Stepdown Date: The earlier of: (A) the first Distribution Date on
which the
aggregate Class Certificate Balance of the Senior Certificates has
been reduced
to zero and (B) the first Distribution Date on which the aggregate
Class
Certificate Balance of the Senior Certificates (after giving effect
to
distributions of the Principal Funds amount for such Distribution
Date) is less
than or equal to (i) 85.000% of the aggregate Stated Principal
Balance of the
Mortgage Loans (if such Distribution Date is on or prior to March
2013) or (ii)
88.000% of the aggregate Stated Principal Balance of the Mortgage
Loans (if such
Distribution Date is on or after March 2013); notwithstanding the
foregoing, the
Stepdown Date calculated pursuant to clause (B) shall not occur
prior to April
2010.
-54-
<PAGE>
Stepdown Required Loss Percentage: For any Distribution Date,
the
applicable percentage for such Distribution Date set forth in the
following
table:
<TABLE>
<CAPTION>
DISTRIBUTION DATE
STEPDOWN REQUIRED
OCCURRING IN
LOSS PERCENTAGE
-----------------
----------------
<S>
<C>
April 2009 - March 2010 0.15% with
respect to April 2009, plus an additional
1/12th of 0.25% for each month thereafter
April 2010 - March 2011 0.40% with
respect to April 2010, plus an additional
1/12th of 0.30% for each month thereafter
April 2011 - March 2012 0.70% with
respect to April 2011, plus an additional
1/12th of
0.25% for each month thereafter
April 2012 - March 2013 0.95% with
respect to April 2012, plus an additional
1/12th of 0.40% for each month thereafter
April 2013 - March 2014 1.35% with
respect to April 2013, plus an additional
1/12th of 0.10% for each month thereafter
April 2014 and thereafter 1.45%
</TABLE>
Stepdown Trigger Event: The situation that exists with respect to
any
Distribution Date on or after the Stepdown Date, if (a) the
quotient of (1) the
aggregate Stated Principal Balance of all Mortgage Loans 60 or more
days
delinquent, measured on a rolling three-month basis (including
Mortgage Loans in
foreclosure, REO Properties and Mortgage Loans with respect to
which the
applicable mortgagor is in bankruptcy) and (2) the Stated Principal
Balance of
all of the Mortgage Loans as of the preceding Servicer Remittance
Date, equals
or exceeds the product of 40.00% and (ii) the Required Percentage
or (b) the
quotient (expressed as a percentage) of (1) the aggregate Realized
Losses
incurred from the Cut-off Date through the last day of the calendar
month
preceding such Distribution Date and (2) the aggregate principal
balance of the
Mortgage Loans as of the Cut-off Date exceeds the Stepdown Required
Loss
Percentage.
Subcontractor: Any vendor, subcontractor or other Person that is
not
responsible for the overall servicing of Mortgage Loans but
performs one or more
discrete functions identified in Item 1122(d) of Regulation AB with
respect to
Mortgage Loans under the direction or authority of any Servicer (or
a
Subservicer of any Servicer), the Master Servicer, the Custodian or
the
Securities Administrator.
Subsequent Recoveries: Any amount recovered by a Servicer or the
Master
Servicer (net of reimbursable expenses) with respect to a
Liquidated Mortgage
Loan with respect to which a Realized Loss was incurred after the
liquidation or
disposition of such Mortgage Loan.
Subservicer: Any Person that services Mortgage Loans on behalf of
a
Servicer, and is responsible for the performance (whether directly
or through
subservicers or Subcontractors) of
-55-
<PAGE>
servicing functions required to be performed under this Agreement
or any
subservicing agreement that are identified in Item 1122(d) of
Regulation AB.
Subservicing Agreement: As defined in Section 13.02(a).
Substitute Mortgage Loan: With respect to any Mortgage Loan, which
is
tendered to the Trustee pursuant to this Agreement, the related
Mortgage Loan
Purchase Agreement or Section 2.04 of this Agreement, as
applicable, in each
case, (i) which has an Outstanding Principal Balance not greater
nor materially
less than the Mortgage Loan for which it is to be substituted; (ii)
which has a
Mortgage Interest Rate and Net Rate not less than, and not
materially greater
than, such Mortgage Loan; (iii) which has a maturity date not
materially earlier
or later than such Mortgage Loan and not later than the latest
maturity date of
any Mortgage Loan; (iv) which is of the same property type and
occupancy type as
such Mortgage Loan; (v) which has a Loan-to-Value Ratio not greater
than the
Loan-to-Value Ratio of such Mortgage Loan; (vi) which is current in
payment of
principal and interest as of the date of substitution; (vii) as to
which the
payment terms do not vary in any material respect from the payment
terms of the
Mortgage Loan for which it is to be substituted and (viii) which
has a Gross
Margin, Periodic Rate Cap and Maximum Lifetime Mortgage Rate no
less than those
of such Mortgage Loan, has the same Index and interval between
Interest
Adjustment Dates as such Mortgage Loan, and a Minimum Lifetime
Mortgage Rate no
lower than that of such Mortgage Loan.
Subordinate Certificates: Any of the Class M and the Class B
Certificates.
Supplemental Interest Trust: The separate trust, established
pursuant to
Section 6.01(m) of this Agreement and held by the Securities
Administrator for
the benefit of the holders of the Certificates as a segregated
subtrust of the
Trust Fund, (i) in which the Corridor Contract and the Swap
Agreement will be
held, any Swap Termination Payments or Net Swap Payments received
from the Swap
Counterparty will be deposited and any payments received from the
Cap Contract
Counterparty pursuant to the Corridor Contract will be deposited as
set forth in
Section 6.01 hereof and (ii) out of which certain distributions to
the
Certificateholders will be made and any Swap Termination Payments
or Net Swap
Payments owed to the Swap Counterparty will be paid.
Supplemental Interest Trust Trustee: Wells Fargo Bank, N.A., a
national
banking association, not in its individual capacity, but solely in
its capacity
as trustee of the Supplemental Interest Trust for the benefit of
the
Certificateholders under this Agreement, and any successor thereto,
and any
corporation or national banking association resulting from or
surviving any
consolidation or merger to which it or its successors may be a
party and any
successor trustee as may from time to time be serving as successor
trustee
hereunder.
Swap
Account: The separate Eligible Account created and maintained by
the
Supplemental Interest Trust Trustee pursuant to Section 6.01(m) in
the name of
the Supplemental Interest Trust Trustee for the benefit of the
Supplemental
Interest Trust and designated "Wells Fargo Bank, N.A., as
supplemental interest
trust trustee, in trust for registered holders of Merrill Lynch
Alternative Note
Asset Trust, Series 2007-OAR2." Funds in the Swap Account shall be
held in trust
for the Supplemental Interest Trust for the uses and purposes set
forth in this
Agreement.
-56-
<PAGE>
Swap
Agreement: The confirmation and agreement, including the
schedule
thereto and the related credit support annex, between the Swap
Counterparty and
the trustee of the Supplemental Interest Trust for the benefit of
the
Certificateholders (attached as Exhibit R hereto) or any other swap
agreement
(including any related schedules) held by the Supplemental Interest
Trust
pursuant to Section 6.01(m) hereof.
Swap
Agreement Notional Balance: As defined in the Swap Agreement.
Swap
Counterparty: The Royal Bank of Scotland plc, or any successor
counterparty who meets the requirements set forth in the Swap
Agreement.
Swap
LIBOR: With respect to any Distribution Date (and the related
Accrual
Period) the product of (i) the Floating Rate Option (as defined in
the Swap
Agreement for the related Swap Payment Date), (ii) two and (iii)
the quotient of
(a) the actual number of days in the Accrual Period for the Lower
Tier REMIC
Interests divided by (b) 30.
Swap
Payment Date: For so long as the Swap Agreement is in effect or
amounts remain unpaid thereunder, the Business Day (as defined in
the Swap
Agreement) immediately preceding each Distribution Date.
Swap
Posted Collateral Account: The segregated Eligible Account created
and
maintained by the Supplemental Interest Trust Trustee pursuant to
Section
6.01(m) in the name of the Supplemental Interest Trust Trustee for
the benefit
of the Supplemental Interest Trust and designated "Wells Fargo
Bank, N.A., as
supplemental interest trust trustee, in trust for registered
holders of Merrill
Lynch Alternative Note Asset Trust, Series 2007-OAR2." Funds in the
Swap Posted
Collateral Account shall be held in trust for the Supplemental
Interest Trust
for the uses and purposes set forth in the Swap Agreement.
SWAP
REMIC: As described in the Preliminary Statement.
SWAP
REMIC Interests: Each of the interests in the SWAP REMIC as set
forth
in the Preliminary Statement.
SWAP
REMIC Regular Interests: Each of the SWAP REMIC Interests other
than
the Class SWR Interest.
Swap
Termination Payment: Any payment payable by the Supplemental
Interest
Trust or the Swap Counterparty upon termination of the Swap
Agreement determined
in accordance with the Swap Agreement.
Tax
Matters Person: The Securities Administrator or any successor
thereto
or assignee thereof shall serve as tax administrator hereunder and
as agent for
the Tax Matters Person. The Holder of the Residual Certificates
shall be the Tax
Matters Person for the related REMIC, as more particularly set
forth in Section
9.12 hereof.
Transfer: Any direct or indirect transfer or sale of any Ownership
Interest
in a certificate.
Transferor Representation Letter: As defined in Section
5.02(b).
-57-
<PAGE>
Trust Fund: The corpus of the Issuing Entity created pursuant to
Article II
of this Agreement.
Trustee: HSBC Bank USA, National Association, or its successor in
interest,
or any successor trustee appointed as herein provided.
Uncertificated Class C Interest: An uncertificated REMIC Regular
Interest
having the characteristics described in the Preliminary
Statement.
Uninsured Cause: Any cause of damage to a Mortgaged Property or
related REO
Property such that the complete restoration of such Mortgaged
Property or
related REO Property is not fully reimbursable by the hazard
insurance policies
required to be maintained pursuant to this Agreement, without
regard to whether
or not such policy is maintained.
United States Person: A citizen or resident of the United States,
a
corporation or partnership (including an entity treated as a
corporation or
partnership for federal income tax purposes) created or organized
in, or under
the laws of, the United States or any state thereof or the District
of Columbia
(except, in the case of a partnership, to the extent provided in
regulations),
provided that, for purposes solely of the Class R Certificate, no
partnership or
other entity treated as a partnership for United States federal
income tax
purposes shall be treated as a United States Person unless all
persons that own
an interest in such partnership either directly or through any
entity that is
not a corporation for United States federal income tax purposes are
United
States Persons, or an estate whose income is subject to United
States federal
income tax regardless of its source, or a trust if a court within
the United
States is able to exercise primary supervision over the
administration of the
trust and one or more such United States Persons have the authority
to control
all substantial decisions of the trust. To the extent prescribed in
regulations
by the Secretary of the Treasury, which have not yet been issued, a
trust which
was in existence on August 20, 1996 (other than a trust treated as
owned by the
grantor under subpart E of part I of subchapter J of chapter 1 of
the Code), and
which was treated as a United States person on August 20, 1996 may
elect to
continue to be treated as a United States person notwithstanding
the previous
sentence.
Unpaid Realized Loss Amount: With respect to any class of the
Subordinate
Certificates and as to any Distribution Date, the excess of (1)
Applied Realized
Loss Amounts with respect to such class over (2) the sum of (x)
all
distributions in reduction of the Unpaid Applied Realized Loss
Amounts on all
previous Distribution Dates and (y) all increases in the Class
Certificate
Balance of such class pursuant to the last sentence of the
definition of "Class
Certificate Balance." Any amounts distributed to a class of
Subordinate
Certificates in respect of any Unpaid Realized Loss Amount will not
be applied
to reduce the Class Certificate Balance of such class.
Upper Collar: With respect to each Distribution Date with respect
to which
payments are received on the Corridor Contract, a rate equal to the
lesser of
One-Month LIBOR and 10.261% per annum.
Upper Tier REMIC: As described in the Preliminary Statement and
Section
9.12.
Upper Tier REMIC Net WAC Cap: For any Distribution Date, the Net
Rate.
-58-
<PAGE>
Voting Rights: The portion of the voting rights of all of the
Certificates
which is allocated to any Certificate. The Voting Rights allocated
among Holders
of such Certificates outstanding shall be the fraction, expressed
as a
percentage, the numerator of which is the aggregate Class
Certificate Balance of
all the Certificates of such Class then outstanding and the
denominator of which
is the aggregate Class Certificate Balance of all the Certificates
then
outstanding (other than the Class R Certificate). 99.00% of all
Voting Rights
will be allocated among all holders of the Certificates (other than
the Class R
Certificate) in proportion to their then outstanding Class
Certificate Balances,
and 1.00% of the Voting Rights shall be allocated to the Class R
Certificate;
provided, however, that any Certificate registered in the name of
the Master
Servicer, the Depositor or the Securities Administrator or any of
their
respective affiliates shall not be included in the calculation of
Voting Rights.
The Class P Certificates shall have no voting rights.
Wells Fargo: Wells Fargo Bank, N.A., or any successor thereto.
Wilshire: Wilshire Credit Corporation.
Section 1.02 Accounting.
Unless otherwise specified herein, for the purpose of any
definition or
calculation, whenever amounts are required to be netted, subtracted
or added or
any distributions are taken into account such definition or
calculation and any
related definitions or calculations shall be determined without
duplication of
such functions.
ARTICLE II
CONVEYANCE OF MORTGAGE
LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans to Trustee.
(a)
The Depositor concurrently with the execution and delivery of
this
Agreement, sells, transfers and assigns to the Issuing Entity
without recourse
all its right, title and interest in and to (i) the Mortgage Loans
identified in
the Mortgage Loan Schedule, including all interest and principal
due with
respect to the Mortgage Loans after the Cut-off Date, but excluding
any payments
of principal and interest due on or prior to the Cut-off Date; (ii)
such assets
as shall from time to time be credited or are required by the terms
of this
Agreement or the Applicable Servicing Agreements to be credited to
the Master
Servicer Collection Account, (iii) such assets relating to the
Mortgage Loans as
from time to time may be held by the Servicers in Protected
Accounts, the Master
Servicer in the Master Servicer Collection Account and the
Securities
Administrator in the Distribution Account for the benefit of the
Trustee on
behalf of the Certificateholders, (iv) any REO Property, (v) the
Required
Insurance Policies and any amounts paid or payable by the insurer
under any
Insurance Policy (to the extent the mortgagee has a claim thereto),
(vi) the
Mortgage Loan Purchase Agreement to the extent provided in Section
2.03(a),
(vii) the Corridor Contract and Corridor Contract Account, (viii)
the Swap
Agreement and Swap Account and (ix) any proceeds of the foregoing.
Although it
is the intent of the parties to this Agreement that the conveyance
of the
Depositor's right, title and interest in and to the Mortgage Loans
and other
assets in the Trust Fund pursuant to this Agreement shall
constitute a purchase
and sale and not a loan, in the event that such conveyance is
deemed to be a
loan, it is
-59-
<PAGE>
the intent of the parties to this Agreement that the Depositor
shall be deemed
to have granted to the Trustee a first priority perfected security
interest in
all of the Depositor's right, title and interest in, to and under
the Mortgage
Loans and other assets in the Trust Fund, and that this Agreement
shall
constitute a security agreement under applicable law.
(b)
In connection with the above transfer and assignment, the
Depositor
hereby deposits with the Trustee or the Custodian, as its agent,
the following
documents or instruments
(I) with respect to each Mortgage Loan, other than a Cooperative
Loan:
(i) the original Mortgage Note, endorsed in the following form:
"Pay
to
the order of HSBC Bank USA, National Association, as Trustee for
the
registered holders of the Merrill Lynch Mortgage Investors, Inc.,
Mortgage
Pass-Through Certificates, Series 2007-OAR2, without recourse,"
with all
prior and intervening endorsements showing a complete chain of
endorsement
from
the originator to the Person so endorsing to the Trustee;
(ii) the original recorded Mortgage or a copy of the Mortgage
certified by the public recording office in which such Mortgage has
been
recorded;
(iii) an original Assignment of the Mortgage executed in the
following
form: "HSBC Bank USA, National Association, as Trustee for the
registered
holders of the Merrill Lynch Mortgage Investors, Inc., Mortgage
Pass-Through Certificates, Series 2007-OAR2.
(iv) the original recorded Assignment or Assignments of the
Mortgage
showing a complete chain of assignment from the originator to the
Person
assigning the Mortgage to the Trustee as contemplated by the
immediately
preceding clause (iii), if applicable and only to the extent
available to
the
Depositor with evidence of recording thereon;
(v) the originals of all assumption, modification, consolidation
or
extension agreements, with evidence of recording thereon, if
any;
(vi) the original of any guarantee executed in connection with
the
Mortgage Note;
(vii) the original mortgagee title insurance policy;
(viii) the original of any security agreement, chattel mortgage
or
equivalent document executed in connection with the Mortgage;
and
(ix) the original power of attorney, if applicable.
and (II) with respect to each Mortgage Loan that is a Cooperative
Loan:
(x) the original Mortgage Note, endorsed in the following form:
"Pay
to
the order of HSBC Bank USA, National Association, as Trustee for
the
registered holders of the Merrill Lynch Mortgage Investors, Inc.,
Mortgage
Pass-Through Certificates, Series
-60-
<PAGE>
2007-OAR2, without recourse," with all prior and intervening
endorsements
showing a complete chain of endorsement from the originator to the
Person
so
endorsing to the Trustee;
(xi) the original duly executed assignment of Security Agreement
to
the
Trustee;
(xii) the acknowledgment copy of the original executed Form UCC-1
(or
certified copy thereof) with respect to the Security Agreement, and
any
required continuation statements;
(xiii) the acknowledgment copy of the original executed Form
UCC-3
with
respect to the Security Agreement, indicating the Trustee as
the
assignee of the secured party;
(xiv) the stock certificate representing the Cooperative Assets
allocated to the cooperative unit, with a stock power in blank
attached;
(xv) the original collateral assignment of the proprietary lease
by
Mortgagor to the originator;
(xvi) a copy of the recognition agreement;
(xvii) if applicable and to the extent available, the original
intervening assignments, including warehousing assignments, if
any,
showing, to the extent available, an unbroken chain of the related
Mortgage
Loan
to the Trustee, together with a copy of the related Form UCC-3
with
evidence of filing thereon; and
(xviii) the originals of each assumption, modification or
substitution
agreement, if any, relating to the Mortgage Loan;
provided, however, that in lieu of the foregoing, the Depositor may
deliver the
following documents, under the circumstances set forth below: (w)
the Depositor
may deliver a Mortgage Note pursuant to (a)(i) and (b)(i) endorsed
in blank,
provided that the endorsement is completed within 60 days of the
Closing Date;
(x) in lieu of the original Mortgage, assignments to the Trustee or
its
Custodian, as applicable, or intervening assignments thereof which
have been
delivered, are being delivered or will, upon receipt of recording
information
relating to the Mortgage required to be included thereon, be
delivered to
recording offices for recording and have not been returned to the
Depositor in
time to permit their delivery as specified above, the Depositor may
deliver a
true copy thereof with a certification by the Depositor on the face
of such
copy, substantially as follows: "Certified to be a true and correct
copy of the
original, which has been transmitted for recording"; and (y) in
lieu of the
Mortgage, assignment to the Trustee or intervening assignments
thereof, if the
applicable jurisdiction retains the originals of such documents (as
evidenced by
a certification from the Depositor or the Master Servicer, to such
effect) the
Depositor may deliver photocopies of such documents containing an
original
certification by the judicial or other governmental authority of
the
jurisdiction where such documents were recorded; and provided,
further, however,
that in the case of Mortgage Loans which have been prepaid in full
after the
Cut-off Date and prior to the Closing Date, the
-61-
<PAGE>
Depositor, in lieu of delivering the above documents, may deliver
to the Trustee
or its Custodian, as applicable, a certification to such effect and
shall
deposit all amounts paid in respect of such Mortgage Loans in the
Distribution
Account on the Closing Date. The Depositor shall deliver such
original documents
(including any original documents as to which certified copies had
previously
been delivered) to the Trustee or its Custodian, as applicable,
promptly after
they are received. As of the date hereof, recordation of the
assignment of the
Mortgage Loans to the Trustee or the Custodian, as applicable, is
not required
in any state by either Rating Agency to obtain the initial rating
on the
Certificates (upon which statement the Master Servicer, the Trustee
and the
Custodian may each conclusively rely).
If
any original Mortgage Note referred to in Section 2.01(b)(I)(i)
or
2.01(b)(II)(i) above cannot be located, the obligations of the
Depositor to
deliver such documents shall be deemed to be satisfied upon
delivery to the
Trustee or its Custodian, as applicable, of a photocopy of such
Mortgage Note,
if available, with a lost note affidavit. If any of the original
Mortgage Notes
for which a lost note affidavit was delivered to the Trustee or its
Custodian,
as applicable, is subsequently located, such original Mortgage Note
shall be
delivered to the Trustee or its Custodian, as applicable, within
three Business
Days.
(c)
The parties hereto agree that it is not intended that any mortgage
loan
be included in the Trust Fund that is, without limitation, a "High
Cost Loan" as
defined by the Home Ownership and Equity Protection Act of 1994 or
any other
applicable anti-predatory lending laws, including but not limited
to (i) a
"High-Cost Home Loan" as defined in the New Jersey Home Ownership
Act effective
November 27, 2003, (ii) a "High-Cost Home Loan" as defined in the
New Mexico
Home Loan Protection Act effective January 1, 2004, (iii) a "High
Cost Home
Mortgage Loan" as defined in the Massachusetts Predatory Home Loan
Practices Act
effective November 7, 2004 or (iv) a "High-Cost Home Loan" as
defined by the
Indiana High Cost Home Loan Law effective January 1, 2005.
(d)
Notwithstanding anything to the contrary contained herein, the
parties
hereto acknowledge that the functions of the Trustee with respect
to the
custody, acceptance, inspection and release of Mortgage Files,
including but not
limited to certain insurance policies and documents contemplated by
Section 3.12
of this Agreement, and preparation and delivery of the
certifications shall be
performed by the Custodian(s) pursuant to the terms and conditions
of the
Custodial Agreement(s).
Section 2.02 Acceptance of Mortgage Loans by Trustee.
(a)
The Trustee acknowledges the sale, transfer and assignment of the
Trust
Fund to it by the Depositor and its receipt thereof, subject to
further review
and the exceptions which may be noted pursuant to the procedures
described
below, and declares that it, or the Custodian on its behalf, holds
the documents
(or certified copies thereof) delivered to it pursuant to Section
2.01,
including a Corridor Contract (the form of which are attached
hereto as Exhibit
N), and declares that it will continue to hold those documents and
any
amendments, replacements or supplements thereto and all other
assets of the
Trust Fund delivered to it as Trustee in trust for the use and
benefit of all
present and future Holders of the Certificates. On or before the
Closing Date
(or, with respect to any Substitute Mortgage Loan, within five
Business Days
after the receipt by the Trustee or Custodian thereof), the Trustee
agrees, for
the benefit of the Certificateholders, to review or cause to be
reviewed by the
Custodian on its behalf (under the
-62-
<PAGE>
Custodial Agreement), each Mortgage File delivered to it and to
execute and
deliver, or cause to be executed and delivered, to the Depositor on
the Closing
Date a Initial Certification. In conducting such review, the
Trustee or
Custodian will certify as to each Mortgage Loan listed in the
Mortgage Loan
Schedule (other than any Mortgage Loan paid in full or any Mortgage
Loan
specifically identified in the exception report annexed thereto as
not being
covered by such certification), (i) all documents constituting part
of such
Mortgage File (other than such documents described in Section
2.01(b)(I)(iii))
required to be delivered to it pursuant to this Agreement are in
its possession,
provided that with respect to the documents described in Section
2.01(b)(I)(v),
(vi), (viii) and (ix) and 2.01(b)(II)(viii) and (ix) to the extent
the Trustee
or the Custodian on its behalf has actual knowledge that such
documents exist,
(ii) such documents have been reviewed by it and are not torn,
mutilated,
defaced or otherwise altered (except if initialed by the obligor)
and appear to
relate on their face to such Mortgage Loan, (iii) based on its
examination and
only as to the foregoing, the information set forth in the Mortgage
Loan
Schedule corresponding to the loan number for the Mortgage Loan,
the Mortgagor's
name, including the street address but excluding the zip code, the
Mortgage
Interest Rate and the original principal balance of the Mortgage
Loan accurately
reflects information set forth in the Mortgage File and (iv) with
respect to
Mortgage Loans with a Mortgage Interest Rate subject to adjustment,
the Gross
Margin, the lifetime cap and the periodic cap for such Mortgage
Loan. In
performing any such review, the Trustee, or the Custodian, as its
agent, may
conclusively rely on the purported due execution and genuineness of
any such
document and on the purported genuineness of any signature
thereon.
Notwithstanding anything to the contrary in this Agreement, it is
herein
acknowledged that, in conducting such review, the Trustee or the
Custodian on
its behalf is under no duty or obligation to inspect, review or
examine any such
documents, instruments, certificates or other papers to determine
whether they
are genuine, enforceable, or appropriate for the represented
purpose or whether
they have actually been recorded or that they are other than what
they purport
to be on their face, or to determine whether any Person executing
any documents
is authorized to do so or whether any signature is genuine.
If
the Trustee or the Custodian, as its agent, finds any document
constituting part of the Mortgage File not to have been executed or
received, or
to be unrelated to the Mortgage Loans identified in Exhibit B or to
appear to be
defective on its face, the Trustee or the Custodian, as its agent,
shall
promptly notify the Sponsor. In accordance with the Mortgage Loan
Purchase
Agreement, the Sponsor shall correct or cure any such defect within
ninety (90)
days from the date of notice from the Trustee or the Custodian, as
its agent, of
the defect and if the Sponsor fails to correct or cure the defect
within such
period, and such defect materially and adversely affects the
interests of the
Certificateholders in the related Mortgage Loan, the Trustee, shall
enforce the
Sponsor's obligation pursuant to the Mortgage Loan Purchase
Agreement, within 90
days from the Trustee's or the Custodian's notification, to
purchase such
Mortgage Loan at the Purchase Price; provided that, if such 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; provided, however, that
if such defect
relates solely to the inability of the Sponsor to deliver the
original Security
Instrument or intervening assignments thereof, or a certified copy
because the
originals of such documents, or a certified copy have not been
returned by the
applicable jurisdiction, the Sponsor shall not be required to
purchase such
Mortgage Loan if the Sponsor delivers such original documents or
certified copy
promptly upon receipt, but in no event later than 360 days after
the Closing
Date. The foregoing repurchase obligation shall not apply in the
event that the
Sponsor
-63-
<PAGE>
cannot deliver such original or copy of any document submitted for
recording to
the appropriate recording office in the applicable jurisdiction
because such
document has not been returned by such office; provided that the
Sponsor shall
instead deliver a recording receipt of such recording office or, if
such receipt
is not available, a certificate confirming that such documents have
been
accepted for recording, and delivery to the Trustee or the
Custodian, as its
agent, shall be effected by the Sponsor within thirty days of its
receipt of the
original recorded document.
(b)
No later than 180 days after the Closing Date, the Trustee or
the
Custodian, as its agent, will review, for the benefit of the
Certificateholders,
the Mortgage Files delivered to it and will execute and deliver or
cause to be
executed and delivered to the Depositor a Final Certification. In
conducting
such review, the Trustee or the Custodian, as its agent, will
certify as to each
Mortgage Loan listed in the Mortgage Loan Schedule (other than any
Mortgage Loan
paid in full or any Mortgage Loan specifically identified in the
exception
report annexed thereto as not being covered by such certification),
that (i) all
documents constituting part of such Mortgage File (other than such
documents
described in Section 2.01(b)(I)(v) and (ix)) required to be
delivered to it
pursuant to this Agreement are in its possession, provided that
with respect to
the documents described in Section 2.01(b)(I)(v), (vi), (viii) and
(ix) and
2.01(b)(II)(viii) and (ix) to the extent the Trustee or the
Custodian on its
behalf has actual knowledge that such documents exist, (ii) such
documents have
been reviewed by it and are not torn, mutilated, defaced or
otherwise altered
(except if initialed by the obligor) and appear regular on their
face and relate
to such Mortgage Loan, (iii) based on its examination and only as
to the
foregoing, the information set forth in the Mortgage Loan Schedule
corresponding
to the loan number for the Mortgage Loan, the Mortgagor's name,
including the
street address but excluding the zip code, the Mortgage Interest
Rate and the
original principal balance of the Mortgage Loan accurately reflects
information
set forth in the Mortgage File. In performing any such review, the
Trustee, or
the Custodian, as its agent, may conclusively rely on the purported
due
execution and genuineness of any such document and on the purported
genuineness
of any signature thereon. Notwithstanding anything to the contrary
in this
Agreement, it is herein acknowledged that, in conducting such
review, the
Trustee or the Custodian on its behalf is under no duty or
obligation (i) to
inspect, review or examine any such documents, instruments,
certificates or
other papers to determine whether they are genuine, enforceable, or
appropriate
for the represented purpose or whether they have actually been
recorded or that
they are other than what they purport to be on their face, or to
determine
whether any Person executing any documents is authorized to do so
or whether any
signature is genuine. If the Trustee or the Custodian, as its
agent, finds any
document constituting part of the Mortgage File not to have been
executed or
received, or to be unrelated to the Mortgage Loans identified in
Exhibit B or to
appear to be defective on its face, the Trustee or the Custodian,
as its agent,
shall promptly notify the Sponsor. In accordance with the Mortgage
Loan Purchase
Agreement, the Sponsor shall correct or cure any such defect within
90 days from
the date of notice from the Trustee of the defect and if the
Sponsor is unable
to cure such defect within such period, and if such defect
materially and
adversely affects the interests of the Certificateholders in the
related
Mortgage Loan, the Trustee shall enforce the Sponsor's obligation
under the
Mortgage Loan Purchase Agreement to purchase such Mortgage Loan at
the Purchase
Price, provided, however, that if such defect relates solely to the
inability of
the Sponsor to deliver the original Security Instrument or
intervening
assignments thereof, or a certified copy, because the originals of
such
documents, or a certified copy, have not been returned by the
applicable
jurisdiction, the Sponsor shall not be required to purchase
such
-64-
<PAGE>
Mortgage Loan, if the Sponsor delivers such original documents or
certified copy
promptly upon receipt, but in no event later than 360 days after
the Closing
Date.
(c)
In the event that a Mortgage Loan is purchased by the Sponsor
in
accordance with Sections 2.02(a) or (b) above, the Sponsor shall
remit to the
Master Servicer the Purchase Price for deposit in the Master
Servicer Collection
Account and the Sponsor shall provide to the Trustee written
notification
detailing the components of the Purchase Price. Upon deposit of the
Purchase
Price in the Master Servicer Collection Account, the Depositor
shall give
written notice thereof to the Trustee and the Custodian and the
Trustee or the
Custodian, as its agent (upon receipt of a Request for Release in
the form of
Exhibit D attached hereto with respect to such Mortgage Loan),
shall release to
the Sponsor the related Mortgage File and the Trustee shall execute
and deliver
all instruments of transfer or assignment, without recourse,
furnished to it by
the Sponsor as are necessary to vest in the Sponsor title to and
rights under
the Mortgage Loan. Such purchase shall be deemed to have occurred
on the date on
which the Purchase Price in available funds is received by the
Trustee. The
Depositor or Master Servicer shall amend the Mortgage Loan
Schedule, to reflect
such repurchase and shall promptly notify the Rating Agencies and
the Master
Servicer of such amendment. The obligation of the Sponsor to
repurchase any
Mortgage Loan as to which such a defect in a constituent document
exists shall
be the sole remedy respecting such defect available to the
Certificateholders or
to the Trustee on their behalf.
Section 2.03 Assignment of Interest in the Mortgage Loan
Purchase
Agreement.
(a)
The Depositor hereby assigns to the Trustee, on behalf of the
Certificateholders, all of its right, title and interest in the
Mortgage Loan
Purchase Agreement, including but not limited to Depositor's rights
pursuant to
this Agreement (noting that the Sponsor has retained the right in
the event of
breach of the representations, warranties and covenants, if any,
with respect to
the related Mortgage Loans of the applicable Servicer under this
Agreement to
enforce the provisions thereof and to seek all or any available
remedies). The
obligations of the Sponsor to substitute or repurchase, as
applicable, a
Mortgage Loan shall be the Trustee's and the Certificateholders'
sole remedy for
any breach thereof. At the request of the Trustee, the Depositor
shall take such
actions as may be necessary to enforce the above right, title and
interest on
behalf of the Trustee and the Certificateholders or shall execute
such further
documents as the Trustee may reasonably require in order to enable
the Trustee
to carry out such enforcement. With respect to the representations
and
warranties described in the Mortgage Loan Purchase Agreement that
are made to
the best of the Sponsor's knowledge, if it is discovered by any of
the
Depositor, the Sponsor, the Master Servicer, a Servicer, the
Securities
Administrator or the Trustee that the substance of such
representation and
warranty is inaccurate and such inaccuracy materially and adversely
affects the
value of the related Mortgage Loan, then notwithstanding the
Sponsor's lack of
knowledge with respect to the substance of such representation and
warranty,
such inaccuracy shall be deemed a breach of the applicable
representation or
warranty.
(b)
If the Depositor, the Master Servicer, Securities Administrator or
the
Trustee discovers a breach of any of the representations and
warranties set
forth in the Mortgage Loan Purchase Agreement, which breach
materially and
adversely affects the value of the interests of Certificateholders
or the
Trustee in the related Mortgage Loan, the party discovering the
breach shall
give prompt written notice of the breach to the other parties. The
Sponsor,
within 90 days
-65-
<PAGE>
of its discovery or receipt of notice that such breach has occurred
(whichever
occurs earlier), shall cure the breach in all material respects or,
subject to
the Mortgage Loan Purchase Agreement or Section 2.04 of this
Agreement, as
applicable, shall purchase the Mortgage Loan or any property
acquired with
respect thereto from the Trustee; provided, however, that if there
is a breach
of any representation set forth in the Mortgage Loan Purchase
Agreement or
Section 2.04 of this Agreement, as applicable, and the Mortgage
Loan or the
related property acquired with respect thereto has been sold, then
the Sponsor
shall pay, in lieu of the Purchase Price, any excess of the
Purchase Price over
the Net Liquidation Proceeds received upon such sale. (If the Net
Liquidation
Proceeds exceed the Purchase Price, any excess shall be paid to the
Sponsor to
the extent not required by law to be paid to the borrower.) Any
such purchase by
the Sponsor shall be made by providing an amount equal to the
Purchase Price to
the Master Servicer for deposit in the Master Servicer Collection
Account and
written notification detailing the components of such Purchase
Price. The
Depositor shall notify the Trustee in writing of the deposit of the
Purchase
Price and submit to the Trustee or the Custodian, as its agent, a
Request for
Release, and the Trustee shall release, or the Trustee shall cause
the Custodian
to release, to the Sponsor the related Mortgage File and the
Trustee shall
execute and deliver all instruments of transfer or assignment
furnished to it by
the Sponsor, without recourse, as are necessary to vest in the
Sponsor title to
and rights under the Mortgage Loan or any property acquired with
respect
thereto. Such purchase shall be deemed to have occurred on the date
on which the
Purchase Price in available funds is received by the Master
Servicer. The
Depositor or the Master Servicer shall amend the Mortgage Loan
Schedule to
reflect such repurchase and shall promptly notify the Master
Servicer and the
Rating Agencies of such amendment. Enforcement of the obligation of
the Sponsor
to purchase (or substitute a Substitute Mortgage Loan for) any
Mortgage Loan or
any property acquired with respect thereto (or pay the Purchase
Price as set
forth in the above proviso) as to which a breach has occurred and
is continuing
shall constitute the sole remedy respecting such breach available
to the
Certificateholders or the Trustee on their behalf.
Section 2.04 Substitution of Mortgage Loans. Notwithstanding
anything to
the contrary in this Agreement, in lieu of purchasing a Mortgage
Loan pursuant
to the Mortgage Loan Purchase Agreement or Sections 2.02 or 2.03 of
this
Agreement, the Sponsor may, no later than the date by which such
purchase by the
Sponsor would otherwise be required, tender to the Trustee a
Substitute Mortgage
Loan accompanied by a certificate of an authorized officer of the
Sponsor that
such Substitute Mortgage Loan conforms to the requirements set
forth in the
definition of "Substitute Mortgage Loan" in the Mortgage Loan
Purchase Agreement
or this Agreement, as applicable; provided, however, that
substitution pursuant
to the Mortgage Loan Purchase Agreement or Section 2.04 of this
Agreement, as
applicable, in lieu of purchase shall not be permitted after the
termination of
the two-year period beginning on the Startup Day; provided,
further, that if the
breach 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
substitution must
occur within 90 days from the date the breach was discovered. The
Trustee or the
Custodian, as its agent, shall examine the Mortgage File for any
Substitute
Mortgage Loan in the manner set forth in Section 2.02(a) and the
Trustee or the
Custodian, as its agent, shall notify the Sponsor, in writing,
within five
Business Days after receipt, whether or not the documents relating
to the
Substitute Mortgage Loan satisfy the requirements of the fourth
sentence of
Section 2.02(a). Within two Business Days after such notification,
the Sponsor
shall provide to the Securities Administrator for deposit in the
Distribution
Account the amount, if any, by which the Outstanding Principal
Balance as of the
next preceding Due Date of the Mortgage Loan for
-66-
<PAGE>
which substitution is being made, after giving effect to Scheduled
Principal due
on such date, exceeds the Outstanding Principal Balance as of such
date of the
Substitute Mortgage Loan, after giving effect to Scheduled
Principal due on such
date, which amount shall be treated for the purposes of this
Agreement as if it
were the payment by the Sponsor of the Purchase Price for the
purchase of a
Mortgage Loan by the Sponsor. After such notification to the
Sponsor and, if any
such excess exists, upon written notification of the receipt of
such deposit,
the Trustee shall accept such Substitute Mortgage Loan which shall
thereafter be
deemed to be a Mortgage Loan hereunder. In the event of such a
substitution,
accrued interest on the Substitute Mortgage Loan for the month in
which the
substitution occurs and any Principal Prepayments made thereon
during such month
shall be the property of the Issuing Entity and accrued interest
for such month
on the Mortgage Loan for which the substitution is made and any
Principal
Prepayments made thereon during such month shall be the property of
the Sponsor.
The Scheduled Principal on a Substitute Mortgage Loan due on the
Due Date in the
month of substitution shall be the property of the Sponsor and the
Scheduled
Principal on the Mortgage Loan for which the substitution is made
due on such
Due Date shall be the property of the Issuing Entity. Upon
acceptance of the
Substitute Mortgage Loan (and delivery to the Trustee or Custodian
of a Request
for Release for such Mortgage Loan), the Trustee shall release to
the Sponsor
the related Mortgage File related to any Mortgage Loan released
pursuant to the
Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement,
as
applicable, and shall execute and deliver all instruments of
transfer or
assignment, without recourse, in form as provided to it as are
necessary to vest
in the Sponsor title to and rights under any Mortgage Loan released
pursuant to
the Mortgage Loan Purchase Agreement or Section 2.04 of this
Agreement, as
applicable. The Sponsor shall deliver the documents related to the
Substitute
Mortgage Loan in accordance with the provisions of the Mortgage
Loan Purchase
Agreement or Sections 2.01(b) and 2.02(b) of this Agreement, as
applicable, with
the date of acceptance of the Substitute Mortgage Loan deemed to be
the Closing
Date for purposes of the time periods set forth in those Sections.
The
representations and warranties set forth in the Mortgage Loan
Purchase Agreement
shall be deemed to have been made by the Sponsor with respect to
each Substitute
Mortgage Loan as of the date of acceptance of such Mortgage Loan by
the Trustee.
The Master Servicer shall amend the Mortgage Loan Schedule to
reflect such
substitution and shall provide a copy of such amended Mortgage Loan
Schedule to
the Trustee and the Rating Agencies.
Notwithstanding any other provision of this Agreement, the right
to
substitute Mortgage Loans pursuant to this Article II shall be
subject to the
additional limitations that no substitution of a Mortgage Loan
shall be made
unless the Securities Administrator and the Trustee shall have
received an
Opinion of Counsel (at the expense of the party seeking to make
the
substitution) that, under current law, such substitution will not
(A) affect
adversely the status of any REMIC established hereunder as a REMIC,
or of the
related "regular interests" as "regular interests" in any such
REMIC, or (B)
cause any such REMIC to engage in a "prohibited transaction" or
prohibited
contribution pursuant to the REMIC provisions.
Section 2.05 Issuance of Certificates. The Trustee acknowledges
the
assignment to it on behalf of the Issuing Entity of the Mortgage
Loans and the
other assets comprising the Trust Fund and, concurrently therewith,
the
Securities Administrator has signed, and countersigned and
delivered to the
Depositor, in exchange therefor, Certificates in such authorized
denominations
representing such Percentage Interests as the Depositor has
requested. The
Trustee agrees that it will hold the Mortgage Loans and such other
assets as may
from time to
-67-
<PAGE>
time be delivered to it segregated on the books of the Trustee in
trust for the
benefit of the Certificateholders.
Section 2.06 Representations and Warranties Concerning the
Depositor. The
Depositor hereby represents and warrants to the Trustee, the Master
Servicer,
the Company and the Securities Administrator as follows:
(i) the Depositor (a) is a corporation duly organized, validly
existing and in good standing under the laws of the State of
Delaware and
(b)
is qualified and in good standing as a foreign corporation to
do
business in each jurisdiction where such qualification is
necessary, except
where the failure so to qualify would not reasonably be expected to
have a
material adverse effect on the Depositor's business as presently
conducted
or
on the Depositor's ability to enter into this Agreement and to
consummate the transactions contemplated hereby;
(ii) the Depositor has full corporate power to own its property,
to
carry on its business as presently conducted and to enter into and
perform
its
obligations under this Agreement;
(iii) the execution and delivery by the Depositor of this
Agreement
have
been duly authorized by all necessary corporate action on the part
of
the
Depositor; and neither the execution and delivery of this
Agreement,
nor
the consummation of the transactions herein contemplated, nor
compliance with the provisions hereof, will conflict with or result
in a
breach of, or constitute a default under, any of the provisions of
any law,
governmental rule, regulation, judgment, decree or order binding on
the
Depositor or its properties or the articles of incorporation or
by-laws of
the
Depositor, except those conflicts, breaches or defaults which would
not
reasonably be expected to have a material adverse effect on the
Depositor's
ability to enter into this Agreement and to consummate the
transactions
contemplated hereby;
(iv) the execution, delivery and performance by the Depositor of
this
Agreement and the consummation of the transactions contemplated
hereby do
not
require the consent or approval of, the giving of notice to,
the
registration with, or the taking of any other action in respect of,
any
state, federal or other governmental authority or agency, except
those
consents, approvals, notices, registrations or other actions as
have
already been obtained, given or made;
(v) this Agreement has been duly executed and delivered by the
Depositor and, assuming due authorization, execution and delivery
by the
other parties hereto, constitutes a valid and binding obligation of
the
Depositor enforceable against it in accordance with its terms
(subject to
applicable bankruptcy and insolvency laws and other similar laws
affecting
the
enforcement of the rights of creditors generally);
(vi) there
are no actions, suits or proceedings pending or, to the
knowledge of the Depositor, threatened against the Depositor,
before or by
any
court, administrative agency, arbitrator or governmental body (i)
with
respect to any of the transactions contemplated by this Agreement
or (ii)
with
respect to any other matter which in the judgment of the
Depositor
will
be determined adversely to the Depositor and will if
-68-
<PAGE>
determined adversely to the Depositor materially and adversely
affect the
Depositor's ability to enter into this Agreement or perform its
obligations
under this Agreement; and the Depositor is not in default with
respect to
any
order of any court, administrative agency, arbitrator or
governmental
body
so as to materially and adversely affect the transactions
contemplated
by
this Agreement; and
(vii) immediately prior to the transfer and assignment to the
Trustee,
each
Mortgage Note and each Mortgage were not subject to an assignment
or
pledge, and the Depositor had good and marketable title to and was
the sole
owner thereof and had full right to transfer and sell such Mortgage
Loan to
the
Trustee free and clear of any encumbrance, equity, lien,
pledge,
charge, claim or security interest.
Section 2.07 Representations and Warranties Concerning the Master
Servicer
and Securities Administrator. Wells Fargo Bank, N.A., in its
capacity as Master
Servicer and Securities Administrator hereby represents and
warrants to the
Sponsor, the Depositor, the Company and the Trustee as follows, as
of the
Closing Date:
(i) It is a national banking association duly formed, validly
existing
and
in good standing under the laws of the United States of America and
is
duly
authorized and qualified to transact any and all business
contemplated
by
this Agreement to be conducted by the Master Servicer and the
Securities
Administrator, to the extent necessary to ensure its ability to
master
service the Mortgage Loans in accordance with the terms of this
Agreement
and
to perform any of its other obligations under this Agreement in
accordance with the terms hereof;
(ii) It has the full corporate power and authority to execute,
deliver
and
perform, and to enter into and consummate the transactions
contemplated
by
this Agreement and has duly authorized by all necessary corporate
action
on
its part the execution, delivery and performance of this Agreement;
and
this
Agreement, assuming the due authorization, execution and
delivery
hereof by the other parties hereto, constitutes its legal, valid
and
binding obligation, enforceable against it in accordance with its
terms,
except that (a) the enforceability hereof may be limited by
bankruptcy,
insolvency, moratorium, receivership and other similar laws
relating to
creditors' rights generally and (b) the remedy of specific
performance and
injunctive and other
forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any
proceeding
therefor may be brought.
(iii) The execution and delivery of this Agreement by it, the
consummation of any other of the transactions contemplated by
this
Agreement, and the fulfillment of or compliance with the terms
hereof are
in
its ordinary course of business and will not (A) result in a
material
breach of any term or provision of its charter or by-laws or (B)
materially
conflict with, result in a material breach, violation or
acceleration of,
or
result in a material default under, the terms of any other
material
agreement or instrument to which it is a party or by which it may
be bound,
or
(C) constitute a material violation of any statute, order or
regulation
applicable to it of any court, regulatory body, administrative
agency or
governmental body having jurisdiction over it; and it is not in
-69-
<PAGE>
breach or violation of any material indenture or other material
agreement
or
instrument, or in violation of any statute, order or regulation of
any
court, regulatory body, administrative agency or governmental body
having
jurisdiction over it which breach or violation may materially
impair its
ability to perform or meet any of its obligations under this
Agreement.
(iv) No litigation is pending or, to the best of its knowledge,
threatened, against it that would materially and adversely affect
the
execution, delivery or enforceability of this Agreement or its
ability to
perform any of its other obligations under this Agreement in
accordance
with
the terms hereof.
(v) No consent, approval, authorization or order of any court
or
governmental agency or body is required for its execution, delivery
and
performance of, or compliance with, this Agreement or the
consummation of
the
transactions contemplated hereby, or if any such consent,
approval,
authorization or order is required, it has obtained the same.
Section 2.08 Representations, Warranties and Covenants of the
Servicers.
I.
The Company in its capacity as a Servicer hereby represents and
warrants
to the Sponsor, the Master Servicer, the Securities Administrator,
the Depositor
and the Trustee as follows, as of the Closing Date:
(i) It is duly authorized and qualified to transact any and all
business contemplated
by this Agreement to be conducted by a Servicer, to
the
extent necessary to ensure its ability to service the Mortgage
Loans in
accordance with the terms of this Agreement and to perform any of
its other
obligations under this Agreement in accordance with the terms
hereof;
-70-
<PAGE>
(ii) It has the full corporate power and authority to execute,
deliver
and
perform, and to enter into and consummate the transactions
contemplated
by
this Agreement and has duly authorized by all necessary corporate
action
on
its part the execution, delivery and performance of this Agreement;
and
this
Agreement, assuming the due authorization, execution and
delivery
hereof by the other parties
hereto, constitutes its legal, valid and
binding obligation, enforceable against it in accordance with its
terms,
except that (a) the enforceability hereof may be limited by
bankruptcy,
insolvency, moratorium, receivership and other similar laws
relating to
creditors' rights generally and (b) the remedy of specific
performance and
injunctive and other forms of equitable relief may be subject to
equitable
defenses and to the discretion of the court before which any
proceeding
therefor may be brought.
(iii) The execution and delivery of this Agreement by it, the
consummation of any other of the transactions contemplated by
this
Agreement, and the fulfillment of or compliance with the terms
hereof are
in
its ordinary course of business and will not (A) result in a
material
breach of any term or provision of its charter or by-laws or (B)
materially
conflict with, result in a material breach, violation or
acceleration of,
or
result in a material default under, the terms of any other
material
agreement or instrument to which it is a party or by which it may
be bound,
or
(C) constitute a material violation of any statute, order or
regulation
applicable to it of any court, regulatory body, administrative
agency or
governmental body having jurisdiction over it; and it is not in
breach or
violation of any material indenture or other material agreement
or
instrument, or in violation of any statute, order or regulation of
any
court, regulatory body, administrative agency or governmental body
having
jurisdiction over it which breach or violation may materially
impair its
ability to perform or meet any of its obligations under this
Agreement.
(iv) No litigation is pending or, to the best of its knowledge,
threatened, against it that would materially and adversely affect
the
execution, delivery or enforceability of this Agreement or its
ability to
perform any of its other obligations under this Agreement in
accordance
with
the terms hereof.
(v) No consent, approval, authorization or order of any court
or
governmental agency or body is required for its execution, delivery
and
performance of, or compliance with, this Agreement or the
consummation of
the
transactions contemplated hereby, or if any such consent,
approval,
authorization or order is required, it has obtained the same.
II.
The Company hereby covenants to each of the other parties to
this
Agreement as follows:
(a)
it shall comply in the performance of its obligations under
this
Agreement with all reasonable rules and requirements of the insurer
under each
Required Insurance Policy;
(b)
no written information, certificate of an officer, statement
furnished
in writing or written report delivered to the Depositor, the Master
Servicer or
the Trustee or any Affiliate of the Depositor, the Master Servicer
or the
Trustee and prepared by it pursuant to this Agreement will be
inaccurate in any
material respect; provided, however, that the Company shall be
responsible for
inaccurate information provided to it by third parties; provided
further,
however,
-71-
<PAGE>
that the covenant referred to in this Section 2.08(b) shall not be
breached if
the Company corrects such material inaccuracy to the reasonable
satisfaction of
the Depositor, Master Servicer or the Trustee or any affiliate
thereof, as
applicable, within five (5) Business Days of receiving written
notice of or the
General Counsel or Senior Vice President of Operation's actual
knowledge of such
inaccuracy, and the Company shall be responsible only for any
direct damages,
costs, liabilities or expenses arising from a breach that occurs
prior to the
Company's correction thereof.
Section 2.09 Depositor Notification of NIM Notes. The Depositor
shall
notify the Servicers in writing when NIM Notes are issued and when
all
previously issued NIM Notes are no longer outstanding.
ARTICLE III
ADMINISTRATION OF MORTGAGE LOANS
Section 3.01 Master Servicer. The Master Servicer shall supervise,
monitor
and oversee the obligation of the Servicers to service and
administer their
respective Mortgage Loans in accordance with the terms of the
Applicable
Servicing Agreement and shall have full power and authority to do
any and all
things which it may deem necessary or desirable in connection with
such master
servicing and administration. In performing its obligations
hereunder, the
Master Servicer shall act in a manner consistent with Accepted
Master Servicing
Practices. Furthermore, the Master Servicer shall oversee and
consult with each
Servicer as necessary from time-to-time to carry out the Master
Servicer's
obligations hereunder, shall receive, review and evaluate all
reports,
information and other data provided to the Master Servicer by each
Servicer and
shall cause each Servicer to perform and observe the covenants,
obligations and
conditions to be performed or observed by such Servicer under the
Applicable
Servicing Agreement. The Master Servicer shall independently and
separately
monitor each Servicer's servicing activities with respect to each
related
Mortgage Loan, reconcile the results of such monitoring with such
information
provided in the previous sentence on a monthly basis and coordinate
corrective
adjustments to the Servicers' and Master Servicer's records, and
based on such
reconciled and corrected information, the Master Servicer shall
provide such
information to the Securities Administrator as shall be necessary
in order for
it to prepare the statements specified in Section 6.03, and prepare
any other
information and statements required to be forwarded by the Master
Servicer
hereunder. The Master Servicer shall reconcile the results of its
monitoring
with the actual remittances of the Servicers to the Master Servicer
Collection
Account pursuant to this Agreement.
If
the Master Servicer and the Securities Administrator are the
same
entity, then at any time the Master Servicer is terminated as
Master Servicer,
the Securities Administrator shall likewise be removed as
securities
administrator.
The
Trustee shall furnish the Servicers and the Master Servicer with
any
limited powers of attorney and other documents in form acceptable
to it
necessary or appropriate to enable the Servicers and the Master
Servicer to
service and administer the related Mortgage Loans and REO Property.
The Trustee
shall have no liability with respect to the use of any such limited
power of
attorney.
-72-
<PAGE>
The
Trustee or the Custodian shall provide access to the records
and
documentation in possession of the Trustee or the Custodian
regarding the
related Mortgage Loans and REO Property and the servicing thereof
to the
Certificateholders, the FDIC, and the supervisory agents and
examiners of the
FDIC, such access being afforded only upon reasonable prior written
request and
during normal business hours at the office of the Trustee or the
Custodian;
provided, however, that, unless otherwise required by law, the
Trustee or the
Custodian shall not be required to provide access to such records
and
documentation if the provision thereof would violate the legal
right to privacy
of any Mortgagor. The Trustee or the Custodian shall allow
representatives of
the above entities to photocopy any of the records and
documentation and shall
provide equipment for that purpose at a charge that covers the
Trustee's or the
Custodian's actual costs.
The
Trustee shall execute and deliver to the applicable Servicer and
the
Master Servicer upon request any court pleadings, requests for
trustee's sale or
other documents necessary or desirable to (i) the foreclosure or
trustee's sale
with respect to a Mortgaged Property; (ii) any legal action brought
to obtain
judgment against any Mortgagor on the Mortgage Note or Security
Instrument;
(iii) obtain a deficiency judgment against the Mortgagor; or (iv)
enforce any
other rights or remedies provided by the Mortgage Note or Security
Instrument or
otherwise available at law or equity.
Section 3.02 REMIC-Related Covenants. For as long as each REMIC
shall
exist, the Trustee and the Securities Administrator shall act in
accordance
herewith to assure continuing treatment of such REMIC as a REMIC,
and the
Trustee and the Securities Administrator shall comply with any
directions of the
Depositor, the applicable Servicer or the Master Servicer to assure
such
continuing treatment. In particular, the Trustee shall not (a) sell
or permit
the sale of all or any portion of the Mortgage Loans or of any
investment of
deposits in an Account unless such sale is as a result of a
repurchase of the
Mortgage Loans pursuant to this Agreement or the Trustee and
Securities
Administrator have received a REMIC Opinion prepared at the expense
of the
Issuing Entity; and (b) other than with respect to a substitution
pursuant to
the Mortgage Loan Purchase Agreement or Section 2.04 of this
Agreement, as
applicable, accept any contribution to any REMIC after the Startup
Day without
receipt of a REMIC Opinion.
Section 3.03 Monitoring of Servicers.
(a)
The Master Servicer shall be responsible for reporting to the
Trustee,
Securities Administrator and the Depositor the compliance by each
Servicer with
its duties under the Applicable Servicing Agreement. In the review
of each
Servicer's activities, the Master Servicer may rely upon an
Officer's
Certificate of the Servicer with regard to such Servicer's
compliance with the
terms of the Applicable Servicing Agreement. In the event that the
Master
Servicer, in its judgment, determines that a Servicer should be
terminated in
accordance with the Applicable Servicing Agreement, or that a
notice should be
sent pursuant to the Applicable Servicing Agreement with respect to
the
occurrence of an event that, unless cured, would constitute grounds
for such
termination, the Master Servicer shall notify the Depositor,
Securities
Administrator and the Trustee thereof and the Master Servicer shall
issue such
notice or take such other action as it deems appropriate.
(b)
The Master Servicer, for the benefit of the Trustee and the
Certificateholders, shall enforce the obligations of each Servicer
under the
Applicable Servicing Agreement, and
-73-
<PAGE>
shall, in the event that a Servicer fails to perform its
obligations in
accordance with the Applicable Servicing Agreement, subject to the
preceding
paragraph, terminate the rights and obligations of such Servicer
thereunder and
act as servicer of the related Mortgage Loans or, if the Master
Servicer is
unwilling or unable to act as a Servicer, the Master Servicer shall
cause the
Trustee to appoint a successor servicer selected by the Master
Servicer that is
eligible in accordance with the criteria specified in this
Agreement; provided,
however, it is understood and acknowledged by the parties hereto
that there will
be a period of transition (not to exceed 90 days) before the actual
servicing
functions can be fully transferred to such successor servicer. In
either event,
such enforcement, including, without limitation, the legal
prosecution of claims
and the pursuit of other appropriate remedies, shall be in such
form and carried
out to such an extent and at such time as the Master Servicer, in
its good faith
business judgment, would require were it the owner of the related
Mortgage
Loans. The Master Servicer shall pay the costs of such enforcement
at its own
expense subject to Section 3.03(c), provided that the Master
Servicer shall not
be required to prosecute or defend any legal action except to the
extent that
the Master Servicer shall have received reasonable indemnity for
its costs and
expenses in pursuing such action.
(c)
To the extent that the costs and expenses of the Master
Servicer
related to any termination of a Servicer, appointment of a
successor Servicer or
the transfer and assumption of servicing by the Master Servicer
(including,
without limitation, (i) all legal costs and expenses and all due
diligence costs
and expenses associated with an evaluation of the potential
termination of a
Servicer as a result of an event of default by such Servicer and
(ii) all costs
and expenses associated with the complete transfer of servicing,
including all
servicing files and all servicing data and the completion,
correction or
manipulation of such servicing data as may be required by the
successor servicer
to correct any errors or insufficiencies in the servicing data or
otherwise to
enable the successor service to service the Mortgage Loans in
accordance with
this Agreement) are not fully and timely reimbursed by the
terminated Servicer,
the Master Servicer shall be entitled to reimbursement of such
costs and
expenses from the Master Servicer Collection Account pursuant to
Section
4.03(b).
(d)
The Master Servicer shall require each Servicer to comply with
the
remittance requirements and other obligations set forth in the
Applicable
Servicing Agreement.
(e)
If the Master Servicer acts as Servicer, it will not assume
liability
for the representations and warranties of such Servicer, if any,
that it
replaces.
Section 3.04 Fidelity Bond. The Master Servicer, at its expense,
shall
maintain in effect a blanket fidelity bond and an errors and
omissions insurance
policy, affording coverage with respect to all directors, officers,
employees
and other Persons acting on such Master Servicer's behalf, and
covering errors
and omissions in the performance of the Master Servicer's
obligations hereunder.
The errors and omissions insurance policy and the fidelity bond
shall be in such
form and amount generally acceptable for entities serving as master
servicers or
trustees.
Section 3.05 Power to Act; Procedures. The Master Servicer shall
master
service the Mortgage Loans and shall have full power and authority,
subject to
the REMIC Provisions and the provisions of Article X hereof, to do
any and all
things that it may deem necessary or desirable in connection with
the master
servicing and administration of the Mortgage Loans, including but
not limited to
the power and authority (i) to execute and deliver, on behalf of
the
-74-
<PAGE>
Certificateholders and the Trustee, customary consents or waivers
and other
instruments and documents, (ii) to consent to transfers of any
Mortgaged
Property and assumptions of the Mortgage Notes and related
Mortgages, (iii) to
collect any Insurance Proceeds and Liquidation Proceeds, and (iv)
to effectuate
foreclosure or other conversion of the ownership of the Mortgaged
Property
securing any Mortgage Loan, in each case, in accordance with the
provisions of
this Agreement; provided, however, that the Master Servicer shall
not (and,
consistent with its responsibilities under Section 3.03, shall not
permit any
Servicer to) knowingly or intentionally take any action, or fail to
take (or
fail to cause to be taken) any action reasonably within its control
and the
scope of duties more specifically set forth herein, that, under the
REMIC
Provisions, if taken or not taken, as the case may be, would cause
any REMIC
created hereunder to fail to qualify as a REMIC or result in the
imposition of a
tax upon the Issuing Entity (including but not limited to the tax
on prohibited
transactions as defined in Section 860F(a)(2) of the Code and the
tax on
contributions to a REMIC set forth in Section 860G(d) of the Code)
unless the
Master Servicer has received an Opinion of Counsel (but not at the
expense of
the Master Servicer) to the effect that the contemplated action
will not would
cause any REMIC created hereunder to fail to qualify as a REMIC or
result in the
imposition of a tax upon any REMIC created hereunder. The Trustee
shall furnish
the Master Servicer, upon written request from a Servicing Officer,
with any
limited powers of attorney (in form acceptable to the Trustee)
empowering the
Master Servicer or any Servicer to execute and deliver instruments
of
satisfaction or cancellation, or of partial or full release or
discharge, and to
foreclose upon or otherwise liquidate Mortgaged Property, and to
appeal,
prosecute or defend in any court action relating to the Mortgage
Loans or the
Mortgaged Property, in accordance with this Agreement, and the
Trustee shall
execute and deliver such other documents, as the Master Servicer
may request, to
enable the Master Servicer to master service and administer the
Mortgage Loans
and carry out its duties hereunder, in each case in accordance with
Accepted
Master Servicing Practices (and the Trustee shall have no liability
for misuse
of any such powers of attorney by the Master Servicer or any
Servicer). If the
Master Servicer or the Trustee has been advised that it is likely
that the laws
of the state in which action is to be taken prohibit such action if
taken in the
name of the Trustee or that the Trustee would be adversely affected
under the
"doing business" or tax laws of such state if such action is taken
in its name,
the Master Servicer shall join with the Trustee in the appointment
of a
co-trustee pursuant to Section 9.11 hereof. In the performance of
its duties
hereunder, the Master Servicer shall be an independent contractor
and shall not,
except in those instances where it is taking action in the name of
the Trustee,
be deemed to be the agent of the Trustee.
Section 3.06 Due-on-Sale Clauses; Assumption Agreements. To the
extent
provided in this Agreement, to the extent Mortgage Loans contain
enforceable
due-on-sale clauses, the Master Servicer shall cause the Servicers
to enforce
such clauses in accordance with the Applicable Servicing Agreement.
If
applicable law prohibits the enforcement of a due-on-sale clause or
such clause
is otherwise not enforced in accordance with the Applicable
Servicing Agreement,
and, as a consequence, a Mortgage Loan is assumed, the original
Mortgagor may be
released from liability in accordance with the Applicable Servicing
Agreement.
Section 3.07 [Reserved].
Section 3.08 Documents, Records and Funds in Possession of Master
Servicer
To Be Held for Trustee.
-75-
<PAGE>
(a)
The Master Servicer shall transmit to the Trustee or Custodian
such
documents and instruments coming into the possession of the Master
Servicer from
time to time as are required by the terms hereof, to be delivered
to the Trustee
or Custodian. Any funds received by the Master Servicer in respect
of any
Mortgage Loan or which otherwise are collected by the Master
Servicer as
Liquidation Proceeds or Insurance Proceeds in respect of any
Mortgage Loan shall
be held for the benefit of the Trustee and the Certificateholders
subject to the
Master Servicer's right to retain or withdraw from the Master
Servicer
Collection Account the Master Servicing Compensation and other
amounts provided
in this Agreement. The Master Servicer shall, and (to the extent
provided in
this Agreement) shall cause each Servicer to, provide access to
information and
documentation regarding the Mortgage Loans to the Trustee, its
agents and
accountants at any time upon reasonable request and during normal
business
hours, and to Certificateholders that are savings and loan
associations, banks
or insurance companies, the Office of Thrift Supervision, the FDIC
and the
supervisory agents and examiners of such Office and Corporation or
examiners of
any other federal or state banking or insurance regulatory
authority if so
required by applicable regulations of the Office of Thrift
Supervision or other
regulatory authority, such access to be afforded without charge but
only upon
reasonable request in writing and during normal business hours at
the offices of
the Master Servicer designated by it. In fulfilling such a request,
the Master
Servicer shall not be responsible for determining the sufficiency
of such
information.
(b)
All Mortgage Files and funds collected or held by, or under the
control
of, the Master Servicer, in respect of any Mortgage Loans, whether
from the
collection of principal and interest payments or from Liquidation
Proceeds or
Insurance Proceeds, shall be held by the Master Servicer for and on
behalf of
the Trustee and the Certificateholders and shall be and remain the
sole and
exclusive property of the Trustee; provided, however, that the
Master Servicer
and the Company shall be entitled to setoff against, and deduct
from, any such
funds any amounts that are properly due and payable to the Master
Servicer or
the Company under this Agreement.
Section 3.09 Standard Hazard Insurance and Flood Insurance
Policies.
(a) For each Mortgage Loan,
the Master Servicer shall enforce any
obligation of the Servicers under the Applicable Servicing
Agreement to maintain
or cause to be maintained standard fire and casualty insurance and,
where
applicable, flood insurance, all in accordance with the provisions
of this
Agreement and the Applicable Servicing Agreements. It is understood
and agreed
that such insurance shall be with insurers meeting the eligibility
requirements
set forth in the Applicable Servicing Agreements and that no
earthquake or other
additional insurance is to be required of any Mortgagor or to be
maintained on
property acquired in respect of a defaulted loan, other than
pursuant to such
applicable laws and regulations as shall at any time be in force
and as shall
require such additional insurance.
(b)
Pursuant to Sections 4.01 and 4.02, any amounts collected by
Master
Servicer, under any insurance policies (other than amounts to be
applied to the
restoration or repair of the property subject to the related
Mortgage or
released to the Mortgagor in accordance with this Agreement) shall
be deposited
into the Master Servicer Collection Account, subject to withdrawal
pursuant to
Sections 4.02 and 4.03. Any cost incurred by the Master Servicer or
any
Servicers in maintaining any such insurance if the Mortgagor
defaults in its
obligation to do so shall be added to the amount owing under the
Mortgage Loan
where the terms of the Mortgage
-76-
<PAGE>
Loan so permit; provided, however, that the addition of any such
cost shall not
be taken into account for purposes of calculating the distributions
to be made
to Certificateholders and shall be recoverable by the Master
Servicer or such
Servicer pursuant to Sections 4.02 and 4.03.
Section 3.10 Presentment of Claims and Collection of Proceeds. The
Master
Servicer shall (to the extent provided in this Agreement) cause the
Servicers
to, prepare and present on behalf of the Trustee and the
Certificateholders all
claims under the Insurance Policies and take such actions
(including the
negotiation, settlement, compromise or enforcement of the insured's
claim) as
shall be necessary to realize recovery under such policies. Any
proceeds
disbursed to the Master Servicer (or disbursed to a Servicer and
remitted to the
Master Servicer) in respect of such policies, bonds or contracts
shall be
promptly deposited in the Master Servicer Collection Account upon
receipt,
except that any amounts realized that are to be applied to the
repair or
restoration of the related Mortgaged Property as a condition
precedent to the
presentation of claims on the related Mortgage Loan to the insurer
under any
applicable Insurance Policy need not be so deposited (or
remitted).
Section 3.11 Maintenance of the Primary Mortgage Insurance
Policies.
(a)
The Master Servicer shall not take, or permit any Servicer (to
the
extent such action is prohibited under this Agreement or the
Applicable
Servicing Agreement, as applicable) to take, any action that would
result in
noncoverage under any applicable Primary Mortgage Insurance Policy
of any loss
which, but for the actions of such Master Servicer or Servicer,
would have been
covered thereunder. The Master Servicer shall use its best
reasonable efforts to
cause each Servicer (to the extent required under the Applicable
Servicing
Agreement) to keep in force and effect (to the extent that the
Mortgage Loan
requires the Mortgagor to maintain such insurance), primary
mortgage insurance
applicable to each Mortgage Loan in accordance with the provisions
of the
Applicable Servicing Agreement. The Master Servicer shall not, and
shall not
permit any Servicer (to the extent required under this Agreement or
the
Applicable Servicing Agreement, as applicable) to, cancel or refuse
to renew any
such Primary Mortgage Insurance Policy that is in effect at the
date of the
initial issuance of the Mortgage Note and is required to be kept in
force
hereunder except in accordance with the provisions of this
Agreement or the
Applicable Servicing Agreement, as applicable.
(b)
The Master Servicer agrees to present, or to cause each Servicer
(to
the extent required under this Agreement or the Applicable
Servicing Agreement,
as applicable) to present, on behalf of the Trustee and the
Certificateholders,
claims to the insurer under any Primary Mortgage Insurance Policies
and, in this
regard, to take such reasonable action as shall be necessary to
permit recovery
under any Primary Mortgage Insurance Policies respecting defaulted
Mortgage
Loans. Pursuant to Section 4.01 and 4.02, any amounts collected by
the Master
Servicer under any Primary Mortgage Insurance Policies shall be
deposited in the
Master Servicer Collection Account, subject to withdrawal pursuant
to Section
4.03.
Section 3.12 Trustee to Retain Possession of Certain Insurance
Policies and
Documents. The Trustee or the Custodian shall retain possession and
custody of
the originals (to the extent available) of any Primary Mortgage
Insurance
Policies, or certificate of insurance if applicable, and any
certificates of
renewal as to the foregoing as may be issued from time to time as
contemplated
by this Agreement. Until all amounts distributable in respect of
the
Certificates have been distributed in full and the Master Servicer
otherwise has
fulfilled its obligations under
-77-
<PAGE>
this Agreement, the Trustee or its Custodian shall also retain
possession and
custody of each Mortgage File in accordance with and subject to the
terms and
conditions of this Agreement and the Custodial Agreement. The
Master Servicer
shall promptly deliver or cause to be delivered to the Trustee or
the Custodian
upon the execution or receipt thereof the originals of any Primary
Mortgage
Insurance Policies, any certificates of renewal, and such other
documents or
instruments that constitute portions of the Mortgage File that come
into the
possession of the Master Servicer from time to time.
Section 3.13 Realization Upon Defaulted Mortgage Loans. The Master
Servicer
shall cause each Servicer (to the extent required under the
Applicable Servicing
Agreement) to foreclose upon, repossess or otherwise comparably
convert the
ownership of Mortgaged Properties securing such of the Mortgage
Loans as come
into and continue in default and as to which no satisfactory
arrangements can be
made for collection of Delinquent payments, all in accordance with
the terms and
conditions of the Applicable Servicing Agreement.
Section 3.14 Compensation for the Master Servicer. The Master
Servicer will
be entitled to all income and gain realized from any investment of
funds in the
Master Servicer Collection Account, pursuant to Article IV, for the
performance
of its activities hereunder. Servicing compensation in the form of
assumption
fees, if any, late payment charges, as collected, if any, or
otherwise (but not
including any prepayment premium or penalty) shall be retained by
the applicable
Servicer and need not be deposited in the Protected Account. The
Master Servicer
shall be required to pay all expenses incurred by it in connection
with its
activities hereunder and shall not be entitled to reimbursement
therefor except
as provided in this Agreement.
Section 3.15 REO Property.
(a)
In the event the Issuing Entity acquires ownership of any REO
Property
in respect of any related Mortgage Loan, the deed or certificate of
sale shall
be issued to the Trustee, or to its nominee, on behalf of the
related
Certificateholders, which nominee shall not be a Servicer. The
Master Servicer
shall, to the extent provided in this Agreement and the Applicable
Servicing
Agreement, cause the applicable Servicer to comply with its
obligations
hereunder and thereunder, as applicable, regarding any REO
Property. Pursuant to
its efforts to sell such REO Property, the Master Servicer shall
cause the
applicable Servicer to comply in the manner and to the extent
required by this
Agreement and the Applicable Servicing Agreement, as applicable, in
accordance
with the REMIC Provisions and in a manner that does not result in a
tax on "net
income from foreclosure property" or cause such REO Property to
fail to qualify
as "foreclosure property" within the meaning of Section 860G(a)(8)
of the Code.
(b)
The Master Servicer shall, to the extent required by the
Applicable
Servicing Agreement, cause the applicable Servicer to deposit all
funds
collected and received in connection with the operation of any REO
Property in a
Protected Account.
(c)
The Master Servicer and the applicable Servicer, upon the final
disposition of any REO Property, shall be entitled to reimbursement
for any
related unreimbursed Advances and other unreimbursed advances as
well as any
unpaid Servicing Fees from Liquidation Proceeds received in
connection with the
final disposition of such REO Property; provided, that any such
unreimbursed
Advances as well as any unpaid Servicing Fees may be reimbursed or
paid, as the
-78-
<PAGE>
case may be, prior to final disposition, out of any net rental
income or other
net amounts derived from such REO Property.
(d)
To the extent provided in this Agreement, the Liquidation Proceeds
from
the final disposition of the REO Property, net of any payment to
the Master
Servicer and the applicable Servicer as provided above shall be
deposited in a
Protected Account on or prior to the Determination Date in the
month following
receipt thereof and be remitted by wire transfer in immediately
available funds
to the Master Servicer for deposit into the related Master Servicer
Collection
Account on the next succeeding Servicer Remittance Date.
Section 3.16 Annual Statement as to Compliance.
The
Master Servicer and the Securities Administrator shall deliver
(or
otherwise make available) (and the Master Servicer and Securities
Administrator
shall cause any Servicing Function Participant engaged by it to
deliver) to the
Depositor and the Securities Administrator on or before March 1
(with a
ten-calendar day cure period) of each year, commencing in March
2008, an
Officer's Certificate stating, as to the signer thereof, that (A) a
review of
such party's activities during the preceding calendar year or
portion thereof
and of such party's performance under this Agreement, or such other
applicable
agreement in the case of a Servicing Function Participant, has been
made under
such officer's supervision and (B) to the best of such officer's
knowledge,
based on such review, such party has fulfilled all its obligations
under this
Agreement, or such other applicable agreement in the case of a
Servicing
Function Participant, in all material respects throughout such year
or portion
thereof, or, if there has been a failure to fulfill any such
obligation in any
material respect, specifying each such failure known to such
officer and the
nature and status thereof.
The
Master Servicer shall include all annual statements of
compliance
received by it from each Servicer with its own annual statement of
compliance to
be submitted to the Securities Administrator pursuant to this
Section.
In
the event the Master Servicer, the Securities Administrator or
any
Servicing Function Participant engaged by any such party is
terminated, assigns
its rights and obligations under or resigns pursuant to the terms
of this
Agreement, or such other applicable agreement in the case of a
Servicing
Function Participant, as the case may be, such party shall provide,
an annual
statement of compliance pursuant to this Section 3.16 or to such
applicable
agreement, as the case may be, notwithstanding any such
termination, assignment
or resignation
Section 3.17 Reports on Assessment of Compliance and
Attestation.
(a)
By March 1 (with a ten-calendar day cure period) of each year,
commencing in March 2008, the Master Servicer, the Securities
Administrator and
the Custodian each at its own expense, shall furnish or otherwise
make
available, and each such party shall cause any Servicing Function
Participant
engaged by it to furnish, each at its own expense, to the
Securities
Administrator and the Depositor, a report on an assessment of
compliance with
the Relevant Servicing Criteria that contains (A) a statement by
such party of
its responsibility for assessing compliance with the Relevant
Servicing
Criteria, (B) a statement that such party used the Relevant
Servicing Criteria
to assess compliance with the Relevant Servicing Criteria, (C) such
party's
assessment of compliance with the Relevant Servicing Criteria as of
and for the
fiscal
-79-
<PAGE>
year covered by the Form 10-K required to be filed pursuant to
Sections 3.18(h),
(i), (j) and (k), including, if there has been any material
instance of
noncompliance with the Relevant Servicing Criteria, a discussion of
each such
failure and the nature and status thereof, and (D) a statement that
a registered
public accounting firm has issued an attestation report on such
party's
assessment of compliance with the Relevant Servicing Criteria as of
and for such
period.
No
later than the end of each fiscal year for the Issuing Entity for
which
a 10-K is required to be filed, the Master Servicer and the
Custodian shall each
forward to the Securities Administrator and the Depositor the name
of each
Servicing Function Participant engaged by it and what Relevant
Servicing
Criteria will be addressed in the report on assessment of
compliance prepared by
such Servicing Function Participant (provided, however, that the
Master Servicer
need not provide such information to the Securities Administrator
so long as the
Master Servicer and the Securities Administrator are the same
Person). When the
Master Servicer, and the Securities Administrator (or any Servicing
Function
Participant engaged by them) submit their assessments to the
Securities
Administrator, such parties will also at such time include the
assessment and
attestation pursuant to this Section 3.17 of each Servicing
Function Participant
engaged by it.
Promptly after receipt of each report on assessment of compliance,
(i) the
Depositor shall review each such report and, if applicable, consult
with such
Servicer, the Master Servicer, the Securities Administrator and any
Servicing
Function Participant engaged by any such party as to the nature of
any material
instance of noncompliance with the Relevant Servicing Criteria by
such Servicer
by each such party, and (ii) the Securities Administrator shall
confirm that the
assessments individually address the Relevant Servicing Criteria
for each party
as set forth on Exhibit K in respect of each Servicer and notify
the Depositor
of any exceptions.
The
Master Servicer shall include all annual reports on assessment
of
compliance received by it from the Servicers with its own
assessment of
compliance to be submitted to the Securities Administrator pursuant
to this
Section.
In
the event the Master Servicer, the Securities Administrator or
any
Servicing Function Participant engaged by any such party is
terminated, assigns
its rights and obligations under or resigns pursuant to the terms
of this
Agreement, or any other applicable agreement, as the case may be,
such party
shall provide, an assessment of compliance pursuant to this Section
3.17,
coupled with an attestation as required in this Section 3.17, or
such applicable
agreement notwithstanding any such termination, assignment or
resignation.
(b)
By March 1 (with a ten-calendar day cure period) of each year,
commencing in March 2008, the Master Servicer, the Securities
Administrator and
the Custodian, each at its own expense, shall cause, and each such
party shall
cause any Servicing Function Participant engaged by it to cause,
each at its own
expense, a registered public accounting firm (which may also render
other
services to the Master Servicer, the Trustee, the Securities
Administrator, or
such other Servicing Function Participants, as the case may be) and
that is a
member of the American Institute of Certified Public Accountants to
furnish an
attestation report to the Securities Administrator and the
Depositor, to the
effect that (i) it has obtained a representation regarding certain
matters from
the management of such party, which includes an assertion that such
party has
complied with the Relevant Servicing Criteria, and (ii) on the
basis of an
examination conducted by such firm in accordance with standards for
attestation
engagements issued or
-80-
<PAGE>
adopted by the Public Company Accounting Oversight Board, it is
expressing an
opinion as to whether such party's compliance with the Relevant
Servicing
Criteria was fairly stated in all material respects, or it cannot
express an
overall opinion regarding such party's assessment of compliance
with the
Relevant Servicing Criteria. In the event that an overall opinion
cannot be
expressed, such registered public accounting firm shall state in
such report why
it was unable to express such an opinion. Such report must be
available for
general use and not contain restricted use language.
(c)
Promptly after receipt of each assessment of compliance and
attestation
report, the Securities Administrator shall confirm that each
assessment
submitted pursuant to Section 3.17(a) is coupled with an
attestation meeting the
requirements of Section 3.17(b) and notify the Depositor of any
exceptions.
The
Master Servicer shall include each such attestation furnished to it
by
the Servicers with its own attestation to be submitted to the
Securities
Administrator pursuant to this Section.
In
the event the Master Servicer, the Securities Administrator,
the
Custodian or any Servicing Function Participant engaged by any such
party, is
terminated, assigns its rights and duties under, or resigns
pursuant to the
terms of, this Agreement, or any applicable Custodial Agreement or
Subservicing
Agreement, as the case may be, such party shall cause a registered
public
accounting firm to provide an attestation pursuant to this Section
3.17, or such
other applicable agreement, notwithstanding any such termination,
assignment or
resignation.
Section 3.18 Periodic Filings.
(a)
Within four (4) Business Days after the occurrence of an event
requiring disclosure on Form 8-K (each such event, a "Reportable
Event"), and if
requested by the Depositor, the Securities Administrator shall
prepare and file
on behalf of the Issuing Entity a Form 8-K, as required by the
Exchange Act,
provided that the Depositor shall file the initial Form 8-K in
connection with
the issuance of the Certificates. Any disclosure or information
related to a
Reportable Event or that is otherwise required to be included on
Form 8-K (other
than the initial Form 8-K) ("Form 8-K Disclosure Information")
shall be reported
by the parties set forth on Exhibit Q-3 to the Depositor and the
Securities
Administrator and directed and approved by the Depositor, and the
Securities
Administrator will have no duty or liability for any failure
hereunder to
determine or prepare any Form 8-K Disclosure Information or any
Form 8-K except
as set forth in the next paragraph.
(b)
For so long as the Issuing Entity is subject to the reporting
requirements of the Exchange Act, following the occurrence of a
Reportable Event
(A) each party listed on Exhibit Q-3 hereto shall use commercially
reasonable
best efforts to provide prompt notice to the Master Servicer, the
Securities
Administrator and the Depositor, by fax and by phone or by e-mail
and by phone,
(B) each such party shall be required to provide to the Securities
Administrator
and the Depositor, to the extent known, in EDGAR-compatible format
or in such
other format as agreed upon by the Securities Administrator and
such party, the
form and substance of any Form 8-K Disclosure Information if
applicable,
together with the form set forth on Exhibit O (the "Additional
Disclosure
Notification") by the close of business New York City time on the
2nd Business
Day following the occurrence of such Reportable Event and (C) the
Depositor,
shall approve, as to form and substance, or disapprove, as the case
may be, the
inclusion of the Form
-81-
<PAGE>
8-K Disclosure Information on Form 8-K. The Securities
Administrator has no duty
under this Agreement to monitor or enforce the performance by the
parties listed
on Exhibit Q-3 of their duties under this paragraph or proactively
solicit or
procure from such parties any Form 8-K Disclosure Information. The
Depositor
will be responsible for any reasonable fees and expenses assessed
or incurred by
the Securities Administrator in connection with including any Form
8-K
Disclosure Information on Form 8-K pursuant to this paragraph.
(c)
After preparing the Form 8-K, the Securities Administrator shall,
upon
request, forward electronically a copy of the Form 8-K to the
Depositor.
Promptly, but no later than the close of business on the third
Business Day
after the Reportable Event, the Depositor shall notify the
Securities
Administrator in writing (which may be furnished electronically) of
any changes
to or approval of such Form 8-K. In the absence of receipt of any
written
changes or approval, or if the Depositor does not request a copy of
a Form 8-K,
the Securities Administrator shall be entitled to assume that such
Form 8-K is
in final form and the Securities Administrator may proceed with the
process for
execution and filing of the Form 8-K. A duly authorized
representative of the
Master Servicer shall sign each Form 8-K. If a Form 8-K cannot be
filed on time
or if a previously filed Form 8-K needs to be amended, the
Securities
Administrator will follow the procedures set forth in Section
3.18(n).
(d)
Promptly (but no later than one Business Day) after filing with
the
Commission, the Securities Administrator will make available on its
internet
website a final executed copy of each Form 8-K prepared and filed
by the
Securities Administrator. The parties to this Agreement acknowledge
that the
performance by the Master Servicer and the Securities Administrator
of its
duties under this Section 3.18 related to the timely preparation,
execution and
filing of Form 8-K is contingent upon the other parties hereto
strictly
observing all applicable deadlines in the performance of their
duties under this
Section 3.18. The Depositor acknowledges that the performance by
the Master
Servicer and the Securities Administrator of its duties under this
Section 3.18
related to the timely preparation, execution and filing of Form 8-K
is also
contingent upon the Servicers, the Custodian and any Servicing
Function
Participant strictly observing deadlines no later than those set
forth in this
paragraph that are applicable to the parties to this Agreement in
the delivery
to the Securities Administrator of any necessary Form 8-K
Disclosure Information
pursuant to this Agreement, the Custodial Agreement or any other
applicable
agreement. Neither the Master Servicer nor the Securities
Administrator shall
have any liability for any loss, expense, damage or claim arising
out of or with
respect to any failure to properly prepare, execute and/or timely
file such Form
8-K, where such failure results from the Securities Administrator's
inability or
failure to obtain or receive, on a timely basis, any information
from any other
party hereto or any Servicer, Custodian or Servicing Function
Participant needed
to prepare, arrange for execution or file such Form 8-K.
(e)
Within fifteen (15) days after each Distribution Date (subject
to
permitted extensions under the Exchange Act), the Securities
Administrator
shall, on behalf of the Issuing Entity and in accordance with
industry
standards, prepare and file with the Commission via the Electronic
Data
Gathering and Retrieval System (EDGAR), a Form 10-D with a copy of
the Monthly
Statement for such Distribution Date as an exhibit thereto. Any
disclosure in
addition to the Monthly Statement that is required to be included
on Form 10-D
("Additional Form 10-D Disclosure") shall be reported by the
parties set forth
on Exhibit Q-1 to the Depositor and the Securities Administrator
and directed
and approved by the Depositor pursuant to the following
-82-
<PAGE>
paragraph, and the Securities Administrator will have no duty or
liability for
any failure hereunder to determine or prepare any Additional Form
10-D
Disclosure except as set forth in the next paragraph.
(f)
As set forth in Exhibit Q-1 hereto, for so long as the Issuing
Entity
is subject to the reporting requirements of the Exchange Act,
within five (5)
calendar days after the related Distribution Date (i) each party
listed on
Exhibit Q-1 hereto shall be required to provide to the Depositor
and the
Securities Administrator, to the extent known, in EDGAR-compatible
format or in
such other format as agreed upon by the Securities Administrator
and such party,
the form and substance of any Additional Form 10-D Disclosure if
applicable
together with an Additional Disclosure Notification, and (ii) the
Depositor will
approve, as to form and substance, or disapprove, as the case may
be, the
inclusion of the Additional Form 10-D Disclosure on Form 10-D. The
Securities
Administrator has no duty under this Agreement to monitor or
enforce the
performance by the parties listed on Exhibit Q-1 of their duties
under this
paragraph or proactively solicit or procure from such parties any
Additional
Form 10-D Disclosure Information. The Depositor will be responsible
for any
reasonable fees and expenses incurred by the Securities
Administrator in
connection with including any Additional Form 10-D Disclosure on
Form 10-D
pursuant to this paragraph.
(g)
After preparing the Form 10-D, the Securities Administrator shall,
upon
request, forward electronically a copy of the Form 10-D to the
Depositor
(provided that such Form 10-D includes any Additional Form 10-D
Disclosure).
Within two Business Days after receipt of such copy, but no later
than the 12th
calendar day after the Distribution Date, the Depositor shall
notify the
Securities Administrator in writing (which may be furnished
electronically) of
any changes to or approval of such Form 10-D. In the absence of
receipt of any
written changes or approval, or if the Depositor does not request a
copy of a
Form 10-D, the Securities Administrator shall be entitled to assume
that such
Form 10-D is in final form and the Securities Administrator may
proceed with the
process for execution and filing of the Form 10-D. A duly
authorized
representative of the Master Servicer shall sign each Form 10-D. If
a Form 10-D
cannot be filed on time or if a previously filed Form 10-D needs to
be amended,
the Securities Administrator will follow the procedures set forth
in Section
3.18(n). Promptly (but not later than one Business Day) after
filing with the
Commission, the Securities Administrator will make available on its
internet
website a final executed copy of each Form 10-D prepared and filed
by the
Securities Administrator. Form 10-D requires the registrant to
indicate (by
checking "yes" or "no") that it "(1) has filed all reports required
to be filed
by Section 13 or 15(d) of the Exchange Act during the preceding 12
months (or
for such shorter period that the registrant was required to file
such reports),
and (2) has been subject to such filing requirements for the past
90 days." The
Depositor hereby represents to the Securities Administrator that
the Depositor
has filed all such required reports during the preceding 12 months
and that it
has been subject to such filing requirement for the past 90 days.
The Depositor
shall notify the Securities Administrator in writing, no later than
the fifth
calendar day after the related Distribution Date with respect to
the filing of a
report on Form 10-D, if the answer to the questions should be "no."
The
Securities Administrator shall be entitled to rely on such
representations in
preparing, executing and/or filing any such Form 10-D. The parties
to this
Agreement acknowledge that the performance by the Master Servicer
and the
Securities Administrator of its respective duties under this
Section 3.18
related to the timely preparation, execution and filing of Form
10-D is
contingent upon the other parties hereto strictly observing all
applicable
deadlines in the performance of their duties
-83-
<PAGE>
under this Section 3.18. The Depositor acknowledges that the
performance by the
Master Servicer and the Securities Administrator of its duties
under this
Section 3.18 related to the timely preparation, execution and
filing of Form
10-D is also contingent upon the Servicers, the Custodian and any
Servicing
Function Participant strictly observing deadlines no later than
those set forth
in this paragraph that are applicable to the parties to this
Agreement in the
delivery to the Securities Administrator of any necessary
Additional Form 10-D
Disclosure pursuant to this Agreement, the Custodial Agreement or
any other
applicable agreement. Neither the Master Servicer nor the
Securities
Administrator will have any liability for any loss, expense, damage
or claim
arising out of or with respect to any failure to properly prepare,
execute
and/or timely file such Form 10-D resulting from the Securities
Administrator's
inability or failure to obtain or receive any information needed to
prepare,
arrange for execution or file such Form 10-D on a timely basis.
(h)
On or prior to the 90th calendar day after the end of the fiscal
year
for the Issuing Entity or such earlier date as may be required by
the Exchange
Act (the "10-K Filing Deadline") (it being understood that the
fiscal year for
the Issuing Entity ends on December 31st of each year) commencing
in March 2008,
the Securities Administrator shall, on behalf of the Issuing Entity
and in
accordance with industry standards, prepare and file with the
Commission via
EDGAR a Form 10-K with respect to the Issuing Entity. Such Form
10-K shall
include the following items, in each case, as applicable, to the
extent they
have been delivered to the Securities Administrator within the
applicable time
frames set forth in this Agreement and Custodial Agreement: (i) an
annual
compliance statement for the Master Servicer, each Servicer, the
Securities
Administrator and any Servicing Function Participant engaged by any
such party
(together with the Custodian, each a "Reporting Servicer"), as
described in
Section 3.16 or Section 16.04 of this Agreement, as applicable, and
the
Custodial Agreement; provided, however, that the Securities
Administrator, at
its discretion, may omit from the Form 10-K any annual compliance
statement that
is not required to be filed with such Form 10-K pursuant to
Regulation AB;
(ii)(A) the annual reports on assessment of compliance with
Servicing Criteria
for each Reporting Servicer (unless the Depositor has determined
that such
compliance statement is not required by Regulation AB), as
described in Section
3.17 or Section 16.05 of this Agreement, as applicable, and the
Custodial
Agreement, and (B) if any Reporting Servicer's report on assessment
of
compliance with Servicing Criteria described in Section 3.17 or
Section 16.05,
as applicable, identifies any material instance of noncompliance,
disclosure
identifying such instance of noncompliance, or if any Reporting
Servicer's
report on assessment of compliance with Servicing Criteria
described in Section
3.17 or Section 16.05 of this Agreement, as applicable, is not
included as an
exhibit to such Form 10-K, disclosure that such report is not
included and an
explanation why such report is not included; provided, however,
that the
Securities Administrator, at its discretion, may omit from the Form
10-K any
assessment of compliance or attestation report described in clause
(iii) below
that is not required to be filed with such Form 10-K pursuant to
Regulation AB;
(iii)(A) the registered public accounting firm attestation report
for each
Reporting Servicer, as described in Section 3.17 and Section 16.05
of this
Agreement and the Custodial Agreement, and (B) if any registered
public
accounting firm attestation report described under Section 3.17 or
Section
16.05, as applicable, of this Agreement identifies any material
instance of
noncompliance, disclosure identifying such instance of
noncompliance, or if any
such registered public accounting firm attestation report is not
included as an
exhibit to such Form 10-K, disclosure that such report is not
included and an
explanation why such report is not included, and (iv) a
Sarbanes-Oxley
Certification in the form attached
-84-
<PAGE>
hereto as Exhibit L, executed by the senior officer in charge of
securitizations
of the Master Servicer. Any disclosure or information in addition
to (i) through
(iv) above that is required to be included on Form 10-K
("Additional Form 10-K
Disclosure") shall be reported by the parties as set forth in
Exhibit Q-2 to the
Depositor and the Securities Administrator and directed and
approved by the
Depositor pursuant to the following paragraph and the Securities
Administrator
will have no duty or liability for any failure hereunder to
determine or prepare
any Additional Form 10-K Disclosure except or set forth in the next
paragraph.
(i)
As set forth in Exhibit Q-2 hereto, no later than March 1 (with a
ten
calendar day cure period) of each year that the Issuing Entity is
subject to the
Exchange Act reporting requirements, commencing in March 2008, (i)
the parties
listed on Exhibit Q-2 hereto shall be required to provide to the
Depositor and
the Securities Administrator, to the extent known, in
EDGAR-compatible format or
in such other format as agreed upon by the Securities Administrator
and such
party, the form and substance of any Additional Form 10-K
Disclosure, if
applicable together with an Additional Disclosure Notification, and
(ii) the
Depositor will approve, as to form and substance, or disapprove, as
the case may
be, the inclusion of the Additional Form 10-K Disclosure and shall
forward such
Additional Form 10-K Disclosure. The Securities Administrator has
no duty under
this Agreement to monitor or enforce the performance by the parties
listed on
Exhibit Q-2 of their duties under this paragraph or proactively
solicit or
procure from such parties any Additional Form 10-K Disclosure
Information. The
Depositor will be responsible for any reasonable fees and expenses
incurred by
the Securities Administrator in connection with including any
Additional Form
10-K Disclosure on Form 10-K pursuant to this paragraph.
(j)
After preparing the Form 10-K, the Securities Administrator shall,
upon
request, forward electronically a copy of the Form 10-K to the
Depositor. Within
three Business Days after receipt of such copy, but no later than
March 25th,
the Depositor shall notify the Securities Administrator in writing
(which may be
furnished electronically) of any changes to or approval of such
Form 10-K. In
the absence of receipt of any written changes or approval, or if
the Depositor
does not request a copy of a Form 10-K, the Securities
Administrator shall be
entitled to assume that such Form 10-K is in final form and the
Securities
Administrator may proceed with the process for execution and filing
of the Form
10-K. A senior officer of the Master Servicer in charge of the
master servicing
function shall sign the Form 10-K. If a Form 10-K cannot be filed
on time or if
a previously filed Form 10-K needs to be amended, the Securities
Administrator
will follow the procedures set forth in Section 3.18(n). Promptly
(but no later
than one Business Day) after filing with the Commission, the
Securities
Administrator will make available on its internet website a final
executed copy
of each Form 10-K prepared and filed by the Securities
Administrator. Form 10-K
requires the registrant to indicate (by checking "yes" or "no")
that it "(1) has
filed all reports required to be filed by Section 13 or 15(d) of
the Exchange
Act during the preceding 12 months (or for such shorter period that
the
registrant was required to file such reports), and (2) has been
subject to such
filing requirements for the past 90 days." The Depositor hereby
represents to
the Securities Administrator that the Depositor has filed all such
required
reports during the preceding 12 months and that it has been subject
to such
filing requirement for the past 90 days. The Depositor shall notify
the
Securities Administrator in writing, no later than the 15th
calendar day of
March in any year in which the Trust is subject to the reporting
requirements of
the Exchange Act, if the answer to the questions should be "no."
The Securities
Administrator shall be entitled to rely on such representations in
preparing,
-85-
<PAGE>
executing and/or filing any such Form 10-K. The parties to this
Agreement
acknowledge that the performance by the Master Servicer and the
Securities
Administrator of its duties under this Section 3.18 related to the
timely
preparation, execution and filing of Form 10-K is contingent upon
such parties
(and any Servicing Function Participant) strictly observing all
applicable
deadlines in the performance of their duties under this Section
3.18, Section
3.16 and Section 3.17. The Depositor acknowledges that the
performance by the
Master Servicer and the Securities Administrator of its duties
under this
Section 3.18 related to the timely preparation, execution and
filing of Form
10-K is also contingent upon the Servicers, the Custodian and any
Servicing
Function Participant strictly observing deadlines no later than
those set forth
in this paragraph that are applicable to the parties to this
Agreement in the
delivery to the Securities Administrator of any necessary
Additional Form 10-K
Disclosure, any annual statement of compliance and any assessment
of compliance
and attestation pursuant to this Agreement, the Custodial Agreement
or any other
applicable agreement. Neither the Master Servicer nor the
Securities
Administrator shall have any liability for any loss, expense,
damage or claim
arising out of or with respect to any failure to properly prepare,
execute
and/or timely file such Form 10-K resulting from the Securities
Administrator's
inability or failure to obtain or receive any information from any
other party
hereto or any Servicer, Custodian or Servicing Function Participant
needed to
prepare, execute or file such Form 10-K.
(k)
Each Form 10-K shall include a Sarbanes-Oxley Certification,
which
shall be in the form attached hereto as Exhibit L. The Company
(with respect to
any year that it acted as a Servicer hereunder) shall sign and
provide and cause
each subcontractor and subservicer determined by the Company to
be
"participating in the servicing function" within the meaning of
Item 1122 of
Regulation AB, if any, to provide a Sarbanes Certification as
defined in Section
16.05 hereof pursuant to and in accordance with the time frames set
forth in
Section 16.05 hereof, and each of the Master Servicer and the
Securities
Administrator shall cause any Servicing Function Participant
engaged by it to
sign and provide, to the person who signs the Sarbanes-Oxley
Certification (the
"Certifying Person") by March 1 (with a ten day cure period) of
each year in
which the Issuing Entity is subject to the reporting requirements
of the
Exchange Act and otherwise within a reasonable period of time upon
request, a
certification (a "Back-Up Certification") (in the form attached
hereto as
Exhibit M) upon which the Certifying Person, the entity for which
the Certifying
Person acts as an officer and such entity's officers, directors and
affiliates
(collectively, with the Certifying Person, the "Certification
Parties") can
reasonably rely. The senior officer of the Master Servicer in
charge of the
master servicing function shall serve as the Certifying Person on
behalf of the
Issuing Entity. Such officer of the Certifying Person can be
contacted by e-mail
at cts.sec.notifications@wellsfargo.com or by facsimile at
410-715-2380. In the
event any such party or Servicing Function Participant engaged by
any such party
is terminated or resigns pursuant to the terms of this Agreement,
or any other
applicable agreement, as the case may be, such party shall provide
a Back-Up
Certification to the Master Servicer pursuant to this Section 3.18
with respect
to the period of time it was subject to this Agreement or any other
applicable
agreement, as the case may be. Notwithstanding the foregoing, (i)
the Master
Servicer and the Securities Administrator shall not be required to
deliver a
Back-Up Certification to each other if both are the same Person and
the Master
Servicer is the Certifying Person and (ii) the Master Servicer
shall not be
obligated to sign the Sarbanes-Oxley Certification in the event
that it does not
receive any Back-Up Certification required to be furnished to it
pursuant to the
Applicable Servicing Agreement or Custodial Agreement.
-86-
<PAGE>
(l)
The Securities Administrator shall have no responsibility to file
any
items with the Commission other than those specified in this
Section and the
Master Servicer shall execute any and all Form 10-Ds, 8-Ks and
10-Ks required
hereunder.
(m)
On or prior to January 30 of the first year in which the
Securities
Administrator is able to do so under applicable law, the
Securities
Administrator shall prepare and file a Form 15 Suspension
Notification relating
to the automatic suspension of reporting in respect of the Issuing
Entity under
the Exchange Act.
(n)
In the event that the Securities Administrator is unable to timely
file
with the Commission all or any required portion of any Form 8-K,
10-D or 10-K
required to be filed by this Agreement because required disclosure
information
was either not delivered to it or delivered to it after the
delivery deadlines
set forth in this Agreement or for any other reason, the
Securities
Administrator will promptly notify electronically the Depositor of
such
inability to make a timely filing with the Commission. In the case
of Form 10-D
and 10-K, the parties to this Agreement will cooperate to prepare
and file a
Form 12b-25 and a 10-D/A and 10K/A, as applicable, pursuant to Rule
12b-25 of
the Exchange Act. In the case of Form 8-K, the Securities
Administrator will,
upon receipt of all required Form 8-K Disclosure Information and
upon the
approval and direction of the Depositor, include such disclosure
information on
the next succeeding Form 10-D to be filed for the Issuing Entity.
In the event
that any previously filed Form 8-K, 10-D or 10-K needs to be
amended, in
connection with any Additional Form 10-D Disclosure (other than, in
the case of
Form 10-D, for the purpose of restating any Monthly Statement),
Additional Form
10-K Disclosure or Form 8-K Disclosure Information, the Securities
Administrator
will electronically notify the Depositor and such other parties to
the
transaction as are affected by such amendment, and such parties
will cooperate
to prepare any necessary 8-K/A, 10-D/A or 10-K/A. Any Form 15, Form
12b-25 or
any amendment to Form 8-K, 10-D or 10-K shall be signed by duly
authorized
representative or a senior officer in charge of master servicing,
as applicable,
of the Master Servicer. The parties to this Agreement acknowledge
that the
performance by the Master Servicer of its duties under this Section
3.18 related
to the timely preparation, execution and filing of Form 15, a Form
12b-25 or any
amendment to Form 8-K, 10-D or 10-K is contingent upon each such
party
performing its duties under this Section. Neither the Master
Servicer nor the
Securities Administrator shall have any liability for any loss,
expense, damage
or claim arising out of or with respect to any failure to properly
prepare,
execute and/or timely file any such Form 15, Form 12b-25 or any
amendments to
Forms 8-K, 10-D or 10-K, where such failure results from the
Securities
Administrator's inability or failure to receive, on a timely basis,
any
information from any other party hereto or any Servicer, any
Custodian or any
Servicing Function Participant needed to prepare, arrange for
execution or file
such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or
10-K.
(o)
The Depositor and the Securities Administrator agree to use their
good
faith efforts to cooperate in complying with the requirements of
this Section
3.18.
(p)
Each of the parties agrees to provide to the Securities
Administrator
such additional information related to such party as the
Securities
Administrator may reasonably request, including evidence of the
authorization of
the person signing any certificate or statement, financial
information and
reports, and such other information related to such party or its
performance
hereunder.
-87-
<PAGE>
(q)
Any notice or notification required to be delivered by the
Securities
Administrator or Master Servicer to the Depositor pursuant to this
Section 3.18,
may be delivered via facsimile to (212) 449-2700, via email to
paul_park@ml.com
or telephonically by calling Paul Park at (212) 449-6380.
Section 3.19 Compliance with Regulation AB. Each of the parties
hereto
acknowledges and agrees that the purpose of Sections 3.16, 3.17 and
3.18 is to
facilitate compliance by the Depositor with the provisions of
Regulation AB, as
such may be amended or clarified from time to time. Therefore, each
of the
parties agrees that the parties' obligations hereunder will be
supplemented and
modified as necessary to be consistent with any such amendments,
interpretive
advice or guidance, convention or consensus among active
participants in the
asset-backed securities markets, advice of counsel, or otherwise in
respect of
the requirements of Regulation AB and the parties shall comply with
requests
made by the Depositor (consistent with any such amendments,
interpretive advice
or guidance, convention, consensus or advice of counsel) for
delivery of
additional or different information as the Depositor may determine
in good faith
is necessary to comply with the provisions of Regulation AB. Any
such
supplementation or modification shall be made in accordance with
Section 11.02
without the consent of the Certificateholders, and may result in a
change in the
reports filed by the Securities Administrator on behalf of the
Issuing Entity
under the Exchange Act.
Section 3.20 Servicing Rights Owner.
At
the Servicing Rights Owner's request, the Company shall resign
as
Servicer with respect to those Mortgage Loans it is servicing
hereunder upon the
selection and appointment of a successor servicer by the Servicing
Rights Owner;
provided that the Servicing Rights Owner delivers to the Master
Servicer, the
Trustee, the Securities Administrator and the Company a letter
indicating that
such successor servicer designated by the Servicing Rights Owner
meets the
eligibility requirements for a successor servicer, including that
such succes
