Exhibit 99.1
EXECUTION COPY
MORGAN STANLEY CAPITAL I INC.
Depositor
WELLS FARGO BANK, NATIONAL ASSOCIATION
Master Servicer and Securities Administrator
and
LASALLE BANK NATIONAL ASSOCIATION
Trustee and Custodian
---------------------------
POOLING AND SERVICING AGREEMENT
Dated as of March 1, 2007
---------------------------
MORGAN STANLEY MORTGAGE LOAN TRUST 2007-6XS
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-6XS
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
<S>
<C>
ARTICLE I
DEFINITIONS.............................................................................................3
Section 1.01.
Definitions.........................................................................................3
ARTICLE II DECLARATION OF TRUST; ISSUANCE OF
CERTIFICATES........................................................49
Section 2.01. Creation and Declaration of Trust Fund; Conveyance of
Mortgage Loans...............................49
Section 2.02. Acceptance of Trust Fund by Trustee; Review of
Documentation for Trust Fund........................52
Section 2.03. Representations and Warranties of the
Depositor....................................................53
Section 2.04. Representations and Warranties of the Depositor and
the Seller as to the Mortgage Loans............55
Section 2.05. Representations and Warranties of the Seller;
Discovery of Breach; Repurchase or
Substitution of Mortgage
Loans.....................................................................55
Section 2.06. Grant
Clause.......................................................................................61
Section 2.07. Depositor's Option to Purchase Breached Mortgage
Loans.............................................62
Section 2.08. Release of Mortgage Documents for
Servicing........................................................62
ARTICLE III THE
CERTIFICATES.....................................................................................62
Section 3.01. The
Certificates...................................................................................62
Section 3.02.
Registration.......................................................................................63
Section 3.03. Transfer and Exchange of
Certificates..............................................................63
Section 3.04. Cancellation of
Certificates.......................................................................67
Section 3.05. Replacement of
Certificates........................................................................67
Section 3.06. Persons Deemed
Owners..............................................................................68
Section 3.07. Temporary
Certificates.............................................................................68
Section 3.08. Appointment of Paying
Agent........................................................................68
Section 3.09. Book-Entry
Certificates............................................................................69
ARTICLE IV ADMINISTRATION OF THE TRUST
FUND......................................................................70
Section 4.01. Custodial Accounts; Distribution
Account...........................................................70
Section 4.02. Permitted Withdrawals from the Custodial Accounts and
the Distribution Account.....................72
Section 4.03.
[Reserved].........................................................................................73
Section 4.04.
[Reserved].........................................................................................73
Section 4.05. Reports to Trustee and
Certificateholders..........................................................73
ARTICLE V DISTRIBUTIONS TO HOLDERS OF
CERTIFICATES...............................................................75
Section 5.01. Distributions
Generally............................................................................75
Section 5.02. Priorities of
Distribution.........................................................................76
<PAGE>
Section 5.03. Allocation of Principal Payments to the Group 1
Senior and the Group 2 Certificates................80
Section 5.04. Allocation of
Losses...............................................................................84
Section 5.05. Advances by the Master
Servicer....................................................................85
Section 5.06. Compensating Interest
Payments.....................................................................85
Section 5.07.
[Reserved].........................................................................................86
Section 5.08.
[Reserved].........................................................................................86
Section 5.09. Determination of Pass-Through Rates for LIBOR
Certificates.........................................86
Section 5.10 The
Reserve
Funds..................................................................................88
Section 5.11 The
Corridor
Contract..............................................................................90
ARTICLE VI CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR;
EVENTS OF DEFAULT............................91
Section 6.01. Duties of Trustee and the Securities
Administrator.................................................91
Section 6.02. Certain Matters Affecting the Trustee and the
Securities Administrator.............................94
Section 6.03. Trustee and Securities Administrator Not Liable for
Certificates...................................96
Section 6.04. Trustee and the Securities Administrator May Own
Certificates......................................96
Section 6.05. Eligibility Requirements for
Trustee...............................................................96
Section 6.06. Resignation and Removal of Trustee and the Securities
Administrator................................97
Section 6.07. Successor Trustee and Successor Securities
Administrator..........................................100
Section 6.08. Merger or Consolidation of Trustee or the Securities
Administrator................................101
Section 6.09. Appointment of Co-Trustee, Separate Trustee or
Custodian..........................................101
Section 6.10. Authenticating
Agents.............................................................................103
Section 6.11. Indemnification of the Trustee and the Securities
Administrator...................................104
Section 6.12. Fees and Expenses of the Master Servicer, Securities
Administrator, the Trustee
and the
Custodian.................................................................................104
Section 6.13. Collection of
Monies..............................................................................105
Section 6.14. Events of Default; Trustee To Act; Appointment of
Successor.......................................105
Section 6.15. Additional Remedies of Trustee Upon Event of
Default..............................................110
Section 6.16. Waiver of
Defaults................................................................................110
Section 6.17. Notification to
Holders...........................................................................110
Section 6.18. Directions by Certificateholders and Duties of
Trustee During Event of Default....................111
Section 6.19. Action Upon Certain Failures of the Master Servicer
and Upon Event of Default.....................111
Section 6.20. Preparation of Tax Returns and Other
Reports......................................................111
Section 6.21. Certain Matters Regarding any Custodian Appointed
Hereunder.......................................112
ARTICLE VII PURCHASE OF MORTGAGE LOANS AND TERMINATION OF THE TRUST
FUND........................................114
Section 7.01. Purchase of Mortgage Loans; Termination of Trust Fund
Upon Purchase or Liquidation of All
Mortgage
Loans....................................................................................114
Section 7.02. Procedure Upon Redemption of Trust
Fund...........................................................115
Section 7.03. Additional Trust Fund Termination
Requirements....................................................116
ii
<PAGE>
ARTICLE VIII RIGHTS OF
CERTIFICATEHOLDERS.......................................................................117
Section 8.01. Limitation on Rights of
Holders...................................................................117
Section 8.02. Access to List of
Holders.........................................................................118
Section 8.03. Acts of Holders of
Certificates...................................................................119
ARTICLE IX ADMINISTRATION AND SERVICING OF MORTGAGE LOANS BY THE
MASTER SERVICER................................120
Section 9.01. Duties of the Master Servicer; Enforcement of
Servicers' and Master Servicer's Obligations........120
Section 9.02. Assumption of Master Servicing by
Trustee.........................................................122
Section 9.03. Representations and Warranties of the Master
Servicer.............................................123
Section 9.04. Compensation to the Master
Servicer...............................................................125
Section 9.05. Merger or
Consolidation...........................................................................125
Section 9.06. Resignation of Master Servicer and Securities
Administrator.......................................126
Section 9.07. Assignment or Delegation of Duties by the Master
Servicer and Securities Administrator............126
Section 9.08. Limitation on Liability of the Master Servicer and
Others.........................................127
Section 9.09. Indemnification; Third-Party
Claims...............................................................128
Section 9.10. Eligibility Requirements for Securities
Administrator.............................................128
Section 9.11. Annual Statement as to
Compliance.................................................................129
ARTICLE X REMIC
ADMINISTRATION..................................................................................129
Section 10.01. REMIC
Administration.............................................................................129
Section 10.02. Prohibited Transactions and
Activities...........................................................129
Section 10.03. Indemnification with Respect to Prohibited
Transactions or Loss of REMIC Status..................132
Section 10.04. REO
Property.....................................................................................133
Section 10.05.
Fidelity.........................................................................................134
ARTICLE XI MISCELLANEOUS
PROVISIONS.............................................................................134
Section 11.01. Binding Nature of Agreement;
Assignment..........................................................134
Section 11.02. Entire
Agreement.................................................................................134
Section 11.03.
Amendment........................................................................................134
Section 11.04. Voting
Rights....................................................................................135
Section 11.05. Provision of
Information.........................................................................136
Section 11.06. Governing
Law....................................................................................136
Section 11.07.
Notices..........................................................................................136
Section 11.08. Severability of
Provisions.......................................................................137
Section 11.09. Indulgences; No
Waivers..........................................................................137
Section 11.10. Headings Not To Affect
Interpretation............................................................137
Section 11.11. Benefits of
Agreement............................................................................137
Section 11.12. Special Notices to the Rating
Agencies...........................................................137
Section 11.13.
Conflicts........................................................................................138
iii
<PAGE>
Section 11.14.
Counterparts.....................................................................................138
Section 11.15. No
Petitions.....................................................................................138
Section 11.16. Indemnification by
Trust.........................................................................138
ARTICLE XII EXCHANGE ACT
REPORTING..............................................................................139
Section 12.01. Filing
Obligations...............................................................................139
Section 12.02. Form 10-D
Reporting..............................................................................140
Section 12.03. Form 8-K
Reporting...............................................................................142
Section 12.04. Form 10-K
Reporting..............................................................................143
Section 12.05. Sarbanes-Oxley
Certification.....................................................................144
Section 12.06. Reports on Assessment of Compliance and
Attestation..............................................145
Section 12.07. Use of
Subcontractors............................................................................146
Section 12.08. Indemnification by the Master Servicer and the
Securities Administrator..........................147
Section 12.09. Indemnification by the
Custodian.................................................................148
</TABLE>
iv
<PAGE>
ATTACHMENTS
Exhibit A
Forms of Certificates
Exhibit B
Form of Residual Certificate Transfer Affidavit (Transferee)
Exhibit C
Form of Residual Certificate Transfer Affidavit (Transferor)
Exhibit D
[Reserved]
Exhibit E
List of Purchase and Servicing Agreements
Exhibit F
[Reserved]
Exhibit G
Assignment and Notice of Transfer with respect to each
Additional Collateral Mortgage Loan
Exhibit H
Form of Rule 144A Transfer Certificate
Exhibit I
Form of Purchaser's Letter for Institutional Accredited
Investors
Exhibit J
Form of ERISA Transfer Affidavit
Exhibit K
Form of Letter of Representations with the Depository Trust
Company
Exhibit L-1 Form
of Initial Custodian Certification
Exhibit L-2 Form of Final
Custodian Certification
Exhibit M
Request for Release of Documents
Exhibit N
Additional Disclosure Required Under Regulation AB
Exhibit O
Form of Servicing Criteria to be Addressed in Assessment of
Compliance
Statement
Exhibit P
Additional Disclosure Notification
Exhibit Q
Glossary of Terms for Standard & Poor's LEVELS(R) Version
5.7 File Format
Exhibit R
Form of Lost Note Affidavit
Schedule A
Mortgage Loan Schedule
Schedule B
Principal Balances Schedule
v
<PAGE>
This
POOLING AND SERVICING AGREEMENT, dated as of March 1, 2007 (the
"Agreement"), by and among MORGAN STANLEY CAPITAL I INC., a
Delaware
corporation, as depositor (the "Depositor"), LASALLE BANK
NATIONAL
ASSOCIATION, a national banking association, as trustee (the
"Trustee"), and
as the custodian (the "Custodian") and WELLS FARGO BANK, NATIONAL
ASSOCIATION,
in its separate capacities as master servicer (the "Master
Servicer"), as
securities administrator (the "Securities Administrator") and, in
its capacity
as Securities Administrator, as auction administrator (the
"Auction
Administrator") and acknowledged by MORGAN STANLEY MORTGAGE CAPITAL
INC., a
New York corporation, as seller (the "Seller"), for purposes of
Section 2.05.
WITNESSETH THAT
In
consideration of the mutual agreements herein contained, the
parties
hereto agree as follows:
PRELIMINARY STATEMENT
The
Depositor is the owner of the Trust Fund that is hereby conveyed
to
the Trustee in return for the Certificates. As provided herein, the
Trustee
will make multiple elections to treat segregated pools of assets
subject to
this Agreement for federal income tax purposes (other than the
Additional
Collateral and the Reserve Funds) as the following two separate
real estate
mortgage investment conduits (each, a "REMIC"): REMIC 1 and the
Master REMIC.
REMIC 1 will consist of the Mortgage Loans, excluding any rights of
the Trust
Fund in respect of the Additional Collateral, the Corridor Contract
and the
assets held in the Reserve Funds. REMIC 1 will issue uncertificated
REMIC
regular interests (the "REMIC 1 Regular Interests"). The REMIC 1
Regular
Interests will represent the "regular interests" in REMIC 1. The
Class R-1
Interest will represent the single Class of "residual interest" in
REMIC 1.
The
Trustee will hold the REMIC 1 Regular Interests for the benefit
of
the Master REMIC. The Master REMIC will consist of the REMIC 1
Interests and
will be evidenced by the Certificates (other than the Class A-R
Certificates),
which will constitute the regular interests in the Master REMIC
(the "Regular
Certificates") and the Class MR Interest, which will represent the
single
Class of "residual interest" in the Master REMIC. The Class A-R
Certificates
will represent the beneficial ownership of each class of residual
interests
created hereby. The "latest possible maturity date" for federal
income tax
purposes of all regular and residual interests created hereunder
will be the
Latest Possible Maturity Date.
REMIC 1
The REMIC
1 Interests will have the Initial Principal Balances and
Pass-Through Rates as set forth in the following table:
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
REMIC 1 Interests
Initial Balance
Pass-Through Rate
Corresponding Certificate
--------------------------------------------------------------------------------------------------------------------
<PAGE>
<S>
<C>
<C>
<C>
1-1-A-1
(1)
(2)
Class 1-A-1
--------------------------------------------------------------------------------------------------------------------
1-1-A-2-SS
(1)
(2)
Class 1-A-2-SS
--------------------------------------------------------------------------------------------------------------------
1-1-A-2-M
(1)
(2)
Class 1-A-2-M
--------------------------------------------------------------------------------------------------------------------
1-1-A-3-SS
(1)
(2)
Class 1-A-3-SS
--------------------------------------------------------------------------------------------------------------------
1-1-A-3-M
(1)
(2)
Class 1-A-3-M
--------------------------------------------------------------------------------------------------------------------
1-2-A-1-SS
(1)
(2)
Class 2-A-1-SS
--------------------------------------------------------------------------------------------------------------------
1-2-A-1-M
(1)
(2)
Class 2-A-1-M
--------------------------------------------------------------------------------------------------------------------
1-2-A-2-SS
(1)
(2)
Class 2-A-2-SS
--------------------------------------------------------------------------------------------------------------------
1-2-A-3-SS
(1)
(2)
Class 2-A-3-SS
--------------------------------------------------------------------------------------------------------------------
1-2-A-4-SS
(1)
(2)
Class 2-A-4-SS
--------------------------------------------------------------------------------------------------------------------
1-2-A-5-SS
(1)
(2)
Class 2-A-5-SS
--------------------------------------------------------------------------------------------------------------------
1-2-A-6-SS
(1)
(2)
Class 2-A-6-SS
--------------------------------------------------------------------------------------------------------------------
1-2-A-6-M
(1)
(2)
Class 2-A-6-M
--------------------------------------------------------------------------------------------------------------------
1-2-A-7-M
(1)
(2)
Class 2-A-7-M
--------------------------------------------------------------------------------------------------------------------
1-M-1
(1)
(2)
Class M-1
--------------------------------------------------------------------------------------------------------------------
1-M-2
(1)
(2)
Class M-2
--------------------------------------------------------------------------------------------------------------------
1-M-3
(1)
(2)
Class M-3
--------------------------------------------------------------------------------------------------------------------
1-M-4
(1)
(2)
Class M-4
--------------------------------------------------------------------------------------------------------------------
1-M-5
(1)
(2)
Class M-5
--------------------------------------------------------------------------------------------------------------------
1-M-6
(1)
(2)
Class M-6
--------------------------------------------------------------------------------------------------------------------
1-B-1
(1)
(2)
Class B-1
--------------------------------------------------------------------------------------------------------------------
1-B-2
(1)
(2)
Class B-2
--------------------------------------------------------------------------------------------------------------------
1-B-3
(1)
(2)
Class B-3
--------------------------------------------------------------------------------------------------------------------
1-Accrual
(1)
(2)
N/A
--------------------------------------------------------------------------------------------------------------------
1-P
$1,000
(3)
Class P
--------------------------------------------------------------------------------------------------------------------
1-$100
$100
(4)
Class A-R
--------------------------------------------------------------------------------------------------------------------
R-1
(5)
N/A(5)
N/A
--------------------------------------------------------------------------------------------------------------------
</TABLE>
---------------
(1) For each
Distribution Date, following the allocation of scheduled
principal,
prepayments and Realized Losses: (i) each such Class of
Interests
(other than the Class 1-Accrual Interest) will have a
principal
balance equal to 50% of the principal balance in respect of
the
Corresponding Class of Certificates and (ii) the Class
1-Accrual
Interests
will have a principal balance equal to the excess of the
principal
balance of Mortgage Loans over the principal balance of the
other
REMIC 1 Interests (other than the Class 1-P, Class 1-$100 and
Class R-1
Interests).
(2) The interest
rate with respect to any Distribution Date (and the related
Interest
Accrual Period) for this REMIC Interest is a per annum rate
equal to
the Net WAC Pass-Through Rate.
(3) The Class
1-P Interest will not be entitled to any interest, but will be
entitled
to 100% of any prepayment premiums paid on the Mortgage Loans.
(4) For each
Distribution Date, following the allocation of scheduled
principal,
prepayments and Realized Losses, the Class 1-$100 will equal
the
principal balance and have the Pass-Through Rate in respect of
the
Class A-R
Certificates.
2
<PAGE>
(5) The R-1
Interest is the sole Class of residual interest in REMIC 1. It
pays no
interest or principal.
The Master REMIC
----------------
The
following table sets forth characteristics of the Master REMIC
Certificates, together with the minimum denominations and integral
multiples
in excess thereof in which such Classes shall be issuable (except
that one
Certificate of each Class of Certificates may be issued in a
different amount
and, in addition, one Residual Certificate representing the Tax
Matters Person
Certificate may be issued in a different amount):
<TABLE>
<CAPTION>
======================== =======================
=========================== ======================
======================
Pass-Through
Initial Class
Rate
Integral Multiples
Class
Designation
Principal Balance
(per annum)
Minimum Denomination in Excess of Minimum
------------------------ -----------------------
--------------------------- ----------------------
----------------------
<S>
<C>
<C>
<C>
<C>
Class 1-A-1
$119,712,000.00
(1)
$25,000.00
$1,000.00
------------------------ -----------------------
--------------------------- ----------------------
----------------------
Class 1-A-2-SS
$58,014,000.00
(2)
$25,000.00
$1,000.00
------------------------ -----------------------
--------------------------- ----------------------
----------------------
Class 1-A-2-M
$6,447,000.00
(3)
$25,000.00
$1,000.00
------------------------ -----------------------
--------------------------- ----------------------
----------------------
Class 1-A-3-SS
$41,438,000.00
(4)
$25,000.00
$1,000.00
------------------------ -----------------------
--------------------------- ----------------------
----------------------
Class 1-A-3-M
$4,605,000.00
(5)
$25,000.00
$1,000.00
------------------------ -----------------------
--------------------------- ----------------------
----------------------
Class 2-A-1-SS
$97,804,000.00
(6)
$25,000.00
$1,000.00
------------------------ -----------------------
--------------------------- ----------------------
----------------------
Class 2-A-1-M
$24,451,000.00
(6)
$25,000.00
$1,000.00
------------------------ -----------------------
--------------------------- ----------------------
----------------------
Class 2-A-2-SS
$24,194,000.00
(7)
$25,000.00
$1,000.00
------------------------ -----------------------
--------------------------- ----------------------
----------------------
Class 2-A-3-SS
$35,725,000.00
(8)
$25,000.00
$1,000.00
------------------------ -----------------------
--------------------------- ----------------------
----------------------
Class 2-A-4-SS
$37,189,000.00
(9)
$25,000.00
$1,000.00
------------------------ -----------------------
--------------------------- ----------------------
----------------------
Class 2-A-5-SS
$21,610,000.00
(10)
$25,000.00
$1,000.00
------------------------ -----------------------
--------------------------- ----------------------
----------------------
Class 2-A-6-SS
$25,416,000.00
(11)
$25,000.00
$1,000.00
------------------------ -----------------------
--------------------------- ----------------------
----------------------
Class 2-A-6-M
$2,825,000.00
(12)
$25,000.00
$1,000.00
------------------------ -----------------------
--------------------------- ----------------------
----------------------
Class 2-A-7-M
$13,191,000.00
(13)
$25,000.00
$1,000.00
------------------------ -----------------------
--------------------------- ----------------------
----------------------
Class A-R (14)
$100.00
6.81278%
(15)
(15)
------------------------ -----------------------
--------------------------- ----------------------
----------------------
Class M-1
$8,748,000.00
(6)
$25,000.00
$1,000.00
------------------------ -----------------------
--------------------------- ----------------------
----------------------
Class M-2
$4,647,000.00
(6)
$25,000.00
$1,000.00
------------------------ -----------------------
--------------------------- ----------------------
----------------------
Class M-3
$3,007,000.00
(6)
$25,000.00
$1,000.00
------------------------ -----------------------
--------------------------- ----------------------
----------------------
Class M-4
$1,913,000.00
(6)
$25,000.00
$1,000.00
------------------------ -----------------------
--------------------------- ----------------------
----------------------
Class M-5
$1,913,000.00
(6)
$25,000.00
$1,000.00
------------------------ -----------------------
--------------------------- ----------------------
----------------------
Class M-6
$1,913,000.00
(6)
$25,000.00
$1,000.00
------------------------ -----------------------
--------------------------- ----------------------
----------------------
Class B-1
$1,913,000.00
(6)
$25,000.00
$1,000.00
------------------------ -----------------------
--------------------------- ----------------------
----------------------
Class B-2
$1,913,000.00
(6)
$25,000.00
$1,000.00
------------------------ -----------------------
--------------------------- ----------------------
----------------------
Class B-3
$2,733,000.00
(6)
$25,000.00
$1,000.00
------------------------ -----------------------
--------------------------- ----------------------
----------------------
Class P
$1,000.00
(16)
$1,000.00
N/A
------------------------ -----------------------
--------------------------- ----------------------
----------------------
Class OC
(17)
(17)
(18)
(18)
======================== =======================
=========================== ======================
======================
</TABLE>
------------------------------------------
(1) Interest
will accrue on the Class 1-A-1 Certificates during each
Interest
Accrual Period at a rate equal to the least of (i) one-month
LIBOR plus
0.51000%, (ii) 6.10000% and (iii) the applicable related Net
WAC
Pass-Through Rate for such Distribution Date. The
3
<PAGE>
Pass-Through Rate for the Class 1-A-1 Certificates for the
Interest
Accrual
Period related to the first Distribution Date will be 5.83%.
(2) The
Pass-Through Rate for the Class 1-A-2-SS Certificates for the
Interest
Accrual Period related to any Distribution Date on or prior to
the
Initial Optional Termination Date will be a per annum rate equal
to
the lesser
of (i) 5.50000% and (ii) the Net WAC Pass-Through Rate.
Beginning
with the Interest Accrual Period related to the Distribution
Date
immediately following the Initial Optional Termination Date,
the
Pass-Through Rate for the Class 1-A-2-SS Certificates will be a
per
annum rate
equal to the lesser of (i) 6.00000% and (ii) the Net WAC
Pass-Through Rate. The Pass-Through Rate for the Class 1-A-2-SS
Certificates for the first Interest Accrual Period will be a per
annum
rate of
5.50000%.
(3) The
Pass-Through Rate for the Class 1-A-2-M Certificates for the
Interest
Accrual Period related to any Distribution Date on or prior to
the
Initial Optional Termination Date will be a per annum rate equal
to
the lesser of
(i) 5.75000% and (ii) the Net WAC Pass-Through Rate.
Beginning
with the Interest Accrual Period related to the Distribution
Date
immediately following the Initial Optional Termination Date,
the
Pass-Through Rate for the Class 1-A-2-M Certificates will be a per
annum
rate equal
to the lesser of (i) 6.25000% and (ii) the Net WAC
Pass-Through Rate. The Pass-Through Rate for the Class 1-A-2-M
Certificates for the first Interest Accrual Period will be a per
annum
rate of
5.75000%.
(4) The
Pass-Through Rate for the Class 1-A-3-SS Certificates for the
Interest
Accrual Period related to any Distribution Date on or prior to
the
Initial Optional Termination Date will be a per annum rate equal
to
the lesser
of (i) 5.70238% and (ii) the Net WAC Pass-Through Rate.
Beginning
with the Interest Accrual Period related to the Distribution
Date
immediately following the Initial Optional Termination Date,
the
Pass-Through Rate for the Class 1-A-3-SS Certificates will be a
per
annum rate
equal to the lesser of (i) 6.20238% and (ii) the Net WAC
Pass-Through Rate. The Pass-Through Rate for the Class 1-A-3-SS
Certificates for the first Interest Accrual Period will be a per
annum
rate of
5.70238%.
(5) The
Pass-Through Rate for the Class 1-A-3-M Certificates for the
Interest
Accrual Period related to any Distribution Date on or prior to
the
Initial Optional Termination Date will be a per annum rate equal
to
the lesser
of (i) 5.75000% and (ii) the Net WAC Pass-Through Rate.
Beginning
with the Interest Accrual Period related to the Distribution
Date
immediately following the Initial Optional Termination Date,
the
Pass-Through Rate for the Class 1-A-3-M Certificates will be a per
annum
rate equal
to the lesser of (i) 6.25000% and (ii) the Net WAC
Pass-Through Rate. The Pass-Through Rate for the Class 1-A-3-M
Certificates for the first Interest Accrual Period will be a per
annum
rate of
5.75000%.
(6) Interest
will accrue on each Class of LIBOR Certificates (other than the
Class
1-A-1, Class 2-A-1-SS and Class 2-A-1-M Certificates) during
each
Interest
Accrual Period at a rate equal to the least of LIBOR plus the
Pass-Through Margin for such Class for such Distribution Date,
the
applicable
related Net WAC Pass-Through Rate for such
4
<PAGE>
Distribution Date and 11.00000%. The Pass-Through Rate for the
Class of
Certificates for the Interest Accrual Period related to the
first
Distribution Date will be as indicated in column (3) in the
definition
of
"Pass-Through Margin".
(7) The
Pass-Through Rate for the Class 2-A-2-SS Certificates for the
Interest
Accrual Period related to any Distribution Date on or prior to
the
Initial Optional Termination Date will be a per annum rate equal
to
the lesser
of (i) 5.64587% and (ii) the Net WAC Pass-Through Rate.
Beginning with the
Interest Accrual Period related to the Distribution
Date
immediately following the Initial Optional Termination Date,
the
Pass-Through Rate for the Class 2-A-2-SS Certificates will be a
per
annum rate
equal to the lesser of (i) 6.14587% and (ii) the Net WAC
Pass-Through Rate. The Pass-Through Rate for the Class 2-A-2-SS
Certificates for the first Interest Accrual Period will be a per
annum
rate of
5.64587%.
(8) The
Pass-Through Rate for the Class 2-A-3-SS Certificates for the
Interest
Accrual Period related to any Distribution Date on or prior to
the
Initial Optional Termination Date will be a per annum rate equal
to
the lesser
of (i) 5.76849% and (ii) the Net WAC Pass-Through Rate.
Beginning
with the Interest Accrual Period related to the Distribution
Date
immediately following the Initial Optional Termination Date,
the
Pass-Through Rate for the Class 2-A-3-SS Certificates will be a
per
annum rate
equal to the lesser of (i) 6.26849% and (ii) the Net WAC
Pass-Through Rate. The Pass-Through Rate for the Class 2-A-3-SS
Certificates for the first Interest Accrual Period will be a per
annum
rate of
5.76849%.
(9) The
Pass-Through Rate for the Class 2-A-4-SS Certificates for the
Interest
Accrual Period related to any Distribution Date on or prior to
the
Initial Optional Termination Date will be a per annum rate equal
to
the lesser
of (i) 5.96003% and (ii) the Net WAC Pass-Through Rate.
Beginning
with the Interest Accrual Period related to the Distribution
Date
immediately following the Initial Optional Termination Date,
the
Pass-Through Rate for the Class 2-A-4-SS Certificates will be a
per
annum rate
equal to the lesser of (i) 6.46003% and (ii) the Net WAC
Pass-Through Rate. The Pass-Through Rate for the Class 2-A-4-SS
Certificates for the first Interest Accrual Period will be a per
annum
rate of
5.96003%.
(10) The Pass-Through
Rate for the Class 2-A-5-SS Certificates for the
Interest
Accrual Period related to any Distribution Date on or prior to
the
Initial Optional Termination Date will be a per annum rate equal
to
the lesser
of (i) 6.00000% and (ii) the Net WAC Pass-Through Rate.
Beginning
with the Interest Accrual Period related to the Distribution
Date
immediately following the Initial Optional Termination Date,
the
Pass-Through Rate for the Class 2-A-5-SS Certificates will be a
per
annum rate
equal to the lesser of (i) 6.50000% and (ii) the Net WAC
Pass-Through Rate. The Pass-Through Rate for the Class 2-A-5-SS
Certificates for the first Interest Accrual Period will be a per
annum
rate of
5.96003%.
(11) The Pass-Through
Rate for the Class 2-A-6-SS Certificates for the
Interest
Accrual Period related to any Distribution Date on or prior to
the
Initial Optional Termination Date will be a per annum rate equal
to
the lesser
of (i) 5.70097% and (ii) the Net WAC
5
<PAGE>
Pass-Through Rate. Beginning with the Interest Accrual Period
related to
the
Distribution Date immediately following the Initial Optional
Termination Date, the Pass-Through Rate for the Class 2-A-6-SS
Certificates will be a per annum rate equal to the lesser of
(i)
6.20097%
and (ii) the Net WAC Pass-Through Rate. The Pass-Through Rate
for the
Class 2-A-6-SS Certificates for the first Interest Accrual
Period
will be a per annum rate of 5.70097%.
(12) The Pass-Through
Rate for the Class 2-A-6-M Certificates for the
Interest
Accrual Period related to any Distribution Date on or prior to
the
Initial Optional Termination Date will be a per annum rate equal
to
the lesser
of (i) 5.75000% and (ii) the Net WAC Pass-Through Rate.
Beginning
with the Interest Accrual Period related to the Distribution
Date
immediately following the Initial Optional Termination Date,
the
Pass-Through Rate for the Class 2-A-6-M Certificates will be a per
annum
rate equal
to the lesser of (i) 6.25000% and (ii) the Net WAC
Pass-Through Rate. The Pass-Through Rate for the Class 2-A-6-M
Certificates for the first Interest Accrual Period will be a per
annum
rate of
5.75000%.
(13) The Pass-Through
Rate for the Class 2-A-7-M Certificates for the
Interest
Accrual Period related to any Distribution Date on or prior to
the
Initial Optional Termination Date will be a per annum rate equal
to
the lesser
of (i) 6.16220% and (ii) the Net WAC Pass-Through Rate.
Beginning
with the Interest Accrual Period related to the Distribution
Date
immediately following the Initial Optional Termination Date,
the
Pass-Through Rate for the Class 2-A-7-M Certificates will be a per
annum
rate equal
to the lesser of (i) 6.66220% and (ii) the Net WAC
Pass-Through Rate. The Pass-Through Rate for the Class 2-A-7-M
Certificates for the first Interest Accrual Period will be a per
annum
rate of
6.16220%.
(14) The Class A-R
Certificates represent the sole Class of residual interest
in each
REMIC.
(15) The Class A-R
Certificate shall be issued as two separate certificates,
one with
an initial Certificate Balance of $99.99 and the Tax Matters
Person
Certificate with an initial Certificate Balance of $0.01.
(16) The Class P
Certificates will not be entitled to any interest, but will
be
entitled to 100% of any prepayment premiums paid on the
Mortgage
Loans.
(17) For each Interest
Accrual Period and for all federal income tax
purposes,
the Class OC Certificates will represent two classes of
regular
interests issued by the Master REMIC, (i) a class that does not
accrue
interest and has a principal balance equal to the
Overcollateralized Amount as of the Closing Date, and (ii) a
regular
interest
that accrues a specified portion of the interest on the REMIC 1
Interests
equal to the excess of the REMIC 1 Cap over the product of two
and the
weighted average interest rate of the REMIC 1 Regular
Interests,
with each
Class other than the Class 1-Accrual Interest subject to a cap
equal to
the Pass-Through Rate of the corresponding Master REMIC Class
and the
Class 1-Accrual Interest subject to a cap of 0.00%. The
Pass-Through Rate of the Class OC Certificates shall be a rate
sufficient
to entitle it to all interest accrued on the Mortgage Loans,
less the
interest accrued on the other interests issued by the Master
6
<PAGE>
REMIC. The
Class OC Distributable Amount for any Distribution Date is
payable
from current interest on the Mortgage Loans and any
Overcollateralization Release Amount for that Distribution Date.
The
Class OC
Certificates will represent beneficial ownership of a regular
interest
issued by the Master REMIC, subject to the obligation to make
payments
in respect of Basis Risk Carry Forward Amounts. For federal
income tax
purposes, the Class OC Certificateholders' obligation to make
payments
of Basis Risk Carry Forward Amounts will be treated as payments
made
pursuant to an interest rate cap contract written by the Class
OC
Certificateholders in favor of each Class of Certificates.
(18) The Class OC
Certificates will be issued as a single Class of
Certificates.
The
foregoing provisions in the Preliminary Statement are intended
to
cause net interest and principal collections in respect of the
Mortgage Loans
to be distributed from REMIC 1 to the Master REMIC and from the
Master REMIC
to each Class of Certificates. The Preliminary Statement will be
interpreted
and applied consistently with such intent.
For any purpose for
which the Pass-Through Rates is calculated, the
interest rate on the Mortgage Loans shall be appropriately adjusted
to account
for the difference between the monthly day count convention of the
Mortgage
Loans and the monthly day count convention of the regular interests
issued by
each of the REMICs. For purposes of calculating the Pass-Through
Rates for
each of the interests issued by each REMIC created hereunder (other
than the
Master REMIC) such rates shall be adjusted to equal a monthly day
count
convention based on a 30 day month for each Due Period and a
360-day year so
that the Mortgage Loans and all regular interests will be using the
same
monthly day count convention.
The fiscal year of each REMIC will end on December 31.
7
<PAGE>
Set forth below are designations of Classes or Components of
Certificates and
other defined terms to the categories used herein:
<TABLE>
<CAPTION>
<S>
<C>
Accretion Directed Certificates............ None.
Accretion Directed Components.............. None.
Accrual Certificates....................... None.
Accrual Components......................... None.
Book-Entry Certificates.................... All Classes of
Certificates other than the Definitive Certificates.
Group 1 Senior Certificates................ Class 1-A-1,
Class 1-A-2-SS, Class 1-A-2-M, Class 1-A-3-SS and Class
1-A-3-M Certificates.
Group 2 Senior Certificates................ Class 2-A-1-SS,
Class 2-A-1-M, Class 2-A-2-SS, Class 2-A-3-SS, Class
2-A-4-SS, Class 2-A-5-SS, Class 2-A-6-SS, Class 2-A-6-M and
Class
2-A-7-M Certificates.
Class B Certificates....................... Class B-1, Class
B-2 and Class B-3 Certificates.
Class M Certificates....................... Class M-1, Class
M-2, Class M-3, Class M-4, Class M-5 and Class M-6
Certificates.
Class M Senior Certificates................ Class M-1, Class
M-2 and Class M-3 Certificates
Class P Certificates....................... Class P
Certificates.
Component Certificates..................... None.
Components................................. For purposes of
calculating distributions of principal and/or interest,
the Component Certificates, if any, will be comprised of
multiple
payment components having the designations, Initial Component
Balances
or Notional Amounts, as applicable, and Pass-Through Rates set
forth
below:
Initial Component
Destination
Principal Balance Pass-Through Rate
N/A
N/A
N/A
8
<PAGE>
Definitive Certificates.................... Private
Certificates and the Residual Certificates.
Delay Certificates......................... All
interest-bearing Classes of Certificates other than the
Non-Delay
Certificates, if any.
ERISA-Restricted Certificates.............. The Residual
Certificates and Private Certificates; and any Certificate
of a Class that ceases to satisfy the applicable rating
requirement
under the Underwriter's Exemption.
Floating Rate Certificates................. Class 1-A-1,
Class 2-A-1-SS and Class 2-A-1-M Certificates and
Subordinated Certificates.
Senior Certificates........................ Class A-R Certificates and Group 1
Senior Certificates and Group 2
Senior Certificates.
Senior Certificate Group................... Group 1 Senior
Certificates and Group 2 Senior Certificates.
Subordinated Certificates.................. Class M and
Class B Certificates.
Inverse Floating Rate Certificates......... None.
LIBOR Certificates......................... Floating Rate
and Inverse Floating Rate Certificates.
Non-Delay Certificates..................... The LIBOR
Certificates.
Notional Amount Certificates............... None.
Notional Amount Components................. None.
Offered Certificates....................... All Classes of
Certificates other than the Private Certificates.
Planned Principal Classes.................. None.
Principal Only Certificates................ None.
Private Certificates....................... Class P and
Class OC Certificates.
Rating Agencies............................ S&P and
Moody's.
Regular Certificates....................... All Classes of
Certificates, other than the Residual Certificates.
Residual Certificates...................... Class A-R
Certificates.
Scheduled Principal Classes................ None.
Targeted Principal Classes................. None.
Underwriter................................ Morgan Stanley
& Co. Incorporated.
</TABLE>
With
respect to any of the foregoing designations as to which the
corresponding reference is "None," all defined terms and provisions
herein
relating solely to such designations shall be of
9
<PAGE>
no force or effect, and any calculations herein incorporating
references to
such designations shall be interpreted without reference to such
designations
and amounts. Defined terms and provisions herein relating to
statistical
rating agencies not designated above as Rating Agencies shall be of
no force
or effect.
ARTICLE I
DEFINITIONS
Section
1.01. Definitions.
The
following words and phrases, unless the context otherwise
requires,
shall have the following meanings:
Accountant: A Person engaged in the practice of accounting who
(except
when this Agreement provides that an Accountant must be
Independent) may be
employed by or affiliated with the Depositor or an Affiliate of the
Depositor.
Accretion
Directed Certificates: As specified in the Preliminary
Statement.
Accretion
Direction Rule: Not applicable.
Accrual
Amount: Not applicable.
Accrual
Certificates: As specified in the Preliminary Statement.
Accrual
Components: As specified in the Preliminary Statement.
Accrual
Termination Date: Not applicable.
Acknowledgements: The Assignment, Assumption and Recognition
Agreements,
each dated as of March 1, 2007, assigning rights under the Purchase
and
Servicing Agreements from the Seller to the Depositor and from the
Depositor
to the Trustee, for the benefit of the Certificateholders.
Act: The
Securities Act of 1933, as amended.
Additional
Collateral: With respect to any Additional Collateral
Mortgage Loan, the marketable securities and other acceptable
collateral
pledged as collateral pursuant to the related pledge
agreements.
Additional
Collateral Mortgage Loan: Each Mortgage Loan identified as
such in the Mortgage Loan Schedule.
Additional
Form 10-D Disclosure: As defined in Section 12.02 hereof.
Additional
Form 10-K Disclosure: As defined in Section 12.04 hereof.
3
<PAGE>
Additional
Servicer: Each affiliate of each Servicer that services any
of the Mortgage Loans and each Person who is not an affiliate of
the any
Servicer, who services 10% or more of the Mortgage Loans. For
clarification
purposes, the Master Servicer and the Securities Administrator are
Additional
Servicers.
Adjustment
Date: Not applicable.
Advance:
With respect to a Mortgage Loan, the payments required to be
made by the Master Servicer or the applicable Servicer with respect
to any
Distribution Date pursuant to this Agreement or the applicable
Purchase and
Servicing Agreement, as applicable, the amount of any such payment
being equal
to the aggregate of the payments of principal and interest (net of
the
applicable Servicing Fee and net of any net income in the case of
any REO
Property) on the Mortgage Loans that were due on the related Due
Date and not
received as of the close of business on the related Determination
Date, less
the aggregate amount of any such delinquent payments that the
Master Servicer
or the applicable Servicer has determined would constitute
Nonrecoverable
Advances if advanced.
Adverse
REMIC Event: Either (i) loss of status as a REMIC, within the
meaning of Section 860D of the Code, for any group of assets
identified as a
REMIC in the Preliminary Statement to this Agreement, or (ii)
imposition of
any tax, including the tax imposed under Section 860F(a)(1) on
prohibited
transactions, and the tax imposed under Section 860G(d) on
certain
contributions to a REMIC, on any REMIC created hereunder to the
extent such
tax would be payable from assets held as part of the Trust
Fund.
Affiliate:
With respect to any specified Person, any other Person
controlling or controlled by or under common control with such
specified
Person. For the purposes of this definition, "control" when used
with respect
to any specified Person means the power to direct the management
and policies
of such Person, directly or indirectly, whether through the
ownership of
voting securities, by contract or otherwise; and the terms
"controlling" and
"controlled" have meanings correlative to the foregoing.
Aggregate
Certificate Group: Not applicable.
Aggregate
Expense Rate: With respect to any Mortgage Loan, the
applicable Servicing Fee Rate and, with respect to any LPMI
Mortgage Loan, the
interest premium charged by the mortgagee to obtain or maintain any
Primary
Mortgage Insurance Policy.
Aggregate
Planned Balance: With respect to any group of Planned
Principal Classes or Components and any Distribution Date, the
amount set
forth for such group for such Distribution Date in Schedule B
hereto.
Aggregate
Targeted Balance: With respect to any group of Targeted
Principal Classes or Components and any Distribution Date, the
amount set
forth for such group for such Distribution Date in Schedule B
hereto.
Aggregate
Voting Interests: The aggregate of the Voting Interests of all
the Certificates under this Agreement.
4
<PAGE>
Agreement:
This Pooling and Servicing Agreement and all amendments or
supplements hereto.
Allocable
Share: Not applicable.
American
Home Mortgage Loan: Each Mortgage Loan originated by American
Home Mortgage Corporation and listed on the Mortgage Loan
Schedule.
American
Home Purchase Agreement: The Mortgage Loan Purchase and
Warranties Agreement listed in Exhibit E hereto between the Seller
and
American Home Mortgage Corporation.
Amount
Held for Future Distribution: As to any Distribution Date and
the
Mortgage Loans in an Loan Group, the aggregate amount related to
that Loan
Group held in the Custodial Accounts at the close of business on
the related
Determination Date on account of (i) Principal Prepayments received
on the
Mortgage Loans in that Loan Group after the related Prepayment
Period and
Liquidation Proceeds and Subsequent Recoveries related to the
Mortgage Loans
in that Loan Group received in the month of such Distribution Date
and (ii)
all Scheduled Payments related to the Mortgage Loans in that Loan
Group due
after the related Due Date.
Applicable
Credit Support Percentage: Not applicable.
Applied
Loss Amount: As to any Distribution Date, with respect to the
Subordinated Certificates and the Class OC Certificates, the
excess, if any,
of (i) the aggregate Class Principal Balances of the Certificates,
after
giving effect to all Realized Losses with respect to the Mortgage
Loans during
the Due Period for such Distribution Date and payments of principal
on such
Distribution Date over (ii) the aggregate Stated Principal Balance
of the
Mortgage Loans for such Distribution Date.
Appraised
Value: With respect to any Mortgage Loan, the Appraised Value
of the related Mortgaged Property shall be: (i) with respect to a
Mortgage
Loan other than a Refinancing Mortgage Loan, the lesser of (a) the
value of
the Mortgaged Property based upon the appraisal made at the time of
the
origination of such Mortgage Loan and (b) the sales price of the
Mortgaged
Property at the time of the origination of such Mortgage Loan; and
(ii) with
respect to a Refinancing Mortgage Loan, the value of the Mortgaged
Property
based upon the appraisal made at the time of the origination of
such
Refinancing Mortgage Loan.
Assets: As
such term is used with respect to any Auction, as defined in
Section 7.01(b) hereof.
Assignment
of Mortgage: An assignment of the Mortgage, notice of
transfer or equivalent instrument, in recordable form, sufficient
under the
laws of the jurisdiction wherein the related Mortgaged Property is
located to
reflect the sale of the Mortgage to the Trustee, which assignment,
notice of
transfer or equivalent instrument may be in the form of one or more
blanket
assignments covering the Mortgage Loans secured by Mortgaged
Properties
located in the same jurisdiction, if permitted by law; provided,
however, that
the Trustee shall not be responsible for determining whether any
such
assignment is in recordable form or sufficient under the laws of
the
applicable jurisdiction to reflect the sale of the Mortgage to the
Trustee.
5
<PAGE>
Assignment
of Proprietary Lease: With respect to a Cooperative Loan, an
assignment of the Proprietary Lease sufficient under the laws of
the
jurisdiction wherein the related Cooperative Unit is located to
reflect the
assignment of such Proprietary Lease; provided, however, that the
Trustee
shall not be responsible for determining whether such assignment is
sufficient
to reflect the assignment of the Proprietary Lease.
Assignment
of Recognition Agreement: With respect to a Cooperative Loan,
an assignment of the Recognition Agreement sufficient under the
laws of the
jurisdiction wherein the related Cooperative Unit is located to
reflect the
assignment of such Recognition Agreement; provided, however, that
the Trustee
shall not be responsible for determining whether such assignment is
sufficient
to reflect the assignment of the Recognition Agreement.
Auction:
As defined in Section 7.01(b) hereof.
Auction
Administrator: The Securities Administrator, or any successor
in
interest, or if any successor Auction Administrator shall be
appointed as
herein provided, then such successor Auction Administrator.
Auction
Date: As defined in Section 7.01(b) hereof.
Auction
Excess Proceeds: With respect to an Auction Sale, the excess of
the Mortgage Loan Auction Price paid by the Auction Purchaser over
the Minimum
Bid Price.
Auction
Purchaser: As defined in Section 7.01(b) hereof. For the
avoidance of doubt, the Auction Purchaser cannot be the Seller or
an Affiliate
of the Seller.
Auction
Sale: As defined in Section 7.01(b) hereof.
Authenticating Agent: Any authenticating agent appointed pursuant
to
Section 6.10 until any successor authenticating agent for the
Certificates is
named, and thereafter "Authenticating Agent" shall mean any such
successor.
The initial Authenticating Agent shall be the Securities
Administrator under
this Agreement.
Authorized
Officer: Any Person who may execute an Officer's Certificate
on behalf of the Depositor.
Available
Distribution Amount: For any Distribution Date and the
Certificates, the sum of the following amounts:
(1) the
total amount of all cash received by or on behalf of each
Servicer with respect to the Mortgage Loans serviced by it and
received by the
Master Servicer by the related Servicer Remittance Date and not
previously
distributed (including Liquidation Proceeds, Subsequent
Recoveries,
condemnation proceeds and Insurance Proceeds with respect to the
Mortgage
Loans), except:
o
all scheduled payments of principal and related interest collected
on the
Mortgage
Loans but due on a date after the related Due Date;
6
<PAGE>
o
all partial Principal Prepayments received with respect to the
Mortgage
Loans
after the related Prepayment Period, together with all related
interest
accrued on such Mortgage Loans;
o
all Prepayment Penalties received in connection with the Mortgage
Loans;
o
all Principal Prepayments in Full received with respect to the
Mortgage
Loans
after the related Prepayment Period, together with all related
interest
accrued on such Mortgage Loans;
o
Liquidation Proceeds, condemnation proceeds and Insurance
Proceeds
received
on such Mortgage Loans after the previous calendar month;
o
all amounts reimbursable to a Servicer pursuant to the terms of
the
related
Purchase and Servicing Agreement or this Agreement, as
applicable, or to the Master Servicer, the Securities
Administrator, the
Trustee
and/or the Custodian pursuant to the terms of this Agreement;
o
reinvestment income on the balance of funds, if any, in the
Custodial
Accounts
or Distribution Account; and
o
any fees payable to the Servicers and the Master Servicer, in each
case
with
respect to the Mortgage Loans;
(2) all
Advances on the Mortgage Loans made by each Servicer and/or the
Master Servicer for that Distribution Date;
(3) any
amounts paid as Compensating Interest with respect to the
Mortgage Loans by each Servicer and/or the Master Servicer for
that
Distribution Date;
(4) the
total amount of any cash deposited in the Distribution Account
in connection with the repurchase of any Mortgage Loans by the
Depositor, the
Seller or the related Originator; and
(5) in the
case of the first Distribution Date, the $100 plus interest
deposited in respect of the Class A-R Certificates.
Available
Funds: Not applicable.
Balloon
Loan: Any Mortgage Loan which, by its terms, does not fully
amortize the principal balance thereof by its stated maturity and
thus
requires a payment at the stated maturity larger than the monthly
payments due
thereunder.
Bankruptcy: As to any Person, the making of an assignment for
the
benefit of creditors, the filing of a voluntary petition in
bankruptcy,
adjudication as a bankrupt or insolvent, the entry of an order for
relief in a
bankruptcy or insolvency proceeding, the seeking of
reorganization,
arrangement, composition, readjustment, liquidation, dissolution or
similar
relief, or seeking, consenting to or acquiescing in the appointment
of a
trustee, receiver or liquidator, dissolution,
7
<PAGE>
or termination, as the case may be, of such Person pursuant to the
provisions
of either the Bankruptcy Code or any other similar state laws.
Bankruptcy
Code: The United States Bankruptcy Code of 1986, as amended.
Basic
Principal Distribution Amount: For any Distribution Date will
equal the excess of the Principal Remittance Amount over the
Excess
Subordinated Amount.
Basis Risk
Carry Forward Amount: With respect to the Group 1 Senior
Certificates, the Group 1 Senior Basis Risk Carry Forward Amount,
with respect
to the Group 2 Senior Certificates, the Group 2 Senior Basis Risk
Carry
Forward Amount, with respect to the Subordinated Certificates,
the
Subordinated Basis Risk Carry Forward Amount.
Basis Risk
Carry Forward Reserve Fund: A Reserve Fund established by the
Securities Administrator on behalf of the Trustee for the benefit
of the
Holders of the Certificates. The Basis Risk Carry Forward Reserve
Fund is an
"outside Reserve Fund" within the meaning of Treasury regulation
Section
1.860G-2(h), which is not an asset of any REMIC, ownership of which
is
evidenced by the Class OC Certificates, and which is established
and
maintained pursuant to Section 5.10.
Book-Entry
Certificates: Beneficial interests in Certificates designated
as "Book-Entry Certificates" in this Agreement, ownership and
transfers of
which shall be evidenced or made through book entries by a Clearing
Agency as
described in Section 3.09; provided, that after the occurrence of a
Book-Entry
Termination whereupon book-entry registration and transfer are no
longer
permitted and Definitive Certificates are to be issued to
Certificate Owners,
such Book-Entry Certificates shall no longer be "Book-Entry
Certificates." The
Classes of Certificates that constitute "Book-Entry Certificates"
as of the
Closing Date are set forth in the Preliminary Statement.
Book-Entry
Termination: The date on which the Clearing Agency is no
longer willing or able to properly discharge its responsibilities
with respect
to the Book Entry Certificates, and the Depositor is unable to
locate a
qualified successor.
Breached
Mortgage Loan: A Mortgage Loan (a)(i) on which the first
payment was not made or (ii) that has been delinquent one or two
times in the
six months following the Cut-off Date and (b) as to which the
Seller obtained
a representation or warranty that no condition set forth in (a)(i)
or, for the
same or other period time specified in such representation or
warranty
(a)(ii), exists.
Business
Day: Any day other than (i) a Saturday or a Sunday or (ii) a
day on which banking institutions in New York, New York or, if
other than New
York, the city in which the Corporate Trust Office of the Trustee
is located,
or the States of Maryland or Minnesota, are authorized or obligated
by law or
executive order to be closed.
Certificate: Any one of the certificates signed by the Trustee, or
the
Securities Administrator on the Trustee's behalf, and authenticated
by the
Securities Administrator as Authenticating Agent in substantially
the forms
attached hereto as Exhibit A.
8
<PAGE>
Certificate Balance: With respect to any Certificate other than a
Class
OC Certificate at any date, the maximum dollar amount of principal
to which
the Holder thereof is then entitled hereunder, such amount being
equal to the
principal balance or notional amount, as applicable, as of the
Closing Date
(A) plus any Subsequent Recoveries added to the Certificate Balance
of such
Certificate pursuant to Section 5.02 hereof, (B) minus the sum of
(i) all
distributions of principal previously made with respect thereto,
and (ii) with
respect to the Subordinated Certificates only, all Applied Loss
Amounts
allocated thereto and all other reductions in Certificate Balance
previously
allocated thereto pursuant to Section 5.04 hereof. No individual
Class OC
Certificate has a Certificate Balance.
Certificate Insurance Account: Not applicable.
Certificate Insurance Payment: Not applicable.
Certificate Insurer: Not applicable.
Certificate Insurer Contact Person: Not applicable.
Certificate Insurer Default: Not applicable.
Certificate Owner: With respect to a Book-Entry Certificate, the
Person
who is the owner of such Book-Entry Certificate, as reflected on
the books of
the Clearing Agency, or on the books of a Person maintaining an
account with
such Clearing Agency (directly or as an indirect participant, in
accordance
with the rules of such Clearing Agency).
Certificate Register and Certificate Registrar: The register
maintained
and the registrar appointed pursuant to Section 3.02. The initial
Certificate
Registrar is the Securities Administrator under this Agreement.
Certificateholder: The meaning provided in the definition of
"Holder."
Certification Party: As defined in Section 12.05 hereof.
Certifying
Person: As defined in Section 12.05 hereof.
Class: All
Certificates bearing the same Class designation as set forth
in the Preliminary Statement.
Class
1-A-1 Reserve Fund: A Reserve Fund established by the
Securities
Administrator on behalf of the trustee of the Supplemental Interest
Trust for
the benefit of the Holders of the Class 1-A-1 Certificates. The
Class 1-A-1
Reserve Fund is an "outside Reserve Fund" within the meaning of
Treasury
regulation Section 1.860G-2(h), which is an asset of the
Supplemental Interest
Trust and is not an asset of any REMIC, ownership of which is
evidenced by the
Class 1-A-1 Certificates, and which is established and maintained
pursuant to
Section 5.10.
Class A
Interest Distribution Amount: Not applicable.
9
<PAGE>
Class A
Principal Distribution Amount: Not applicable.
Class A
Principal Allocation Percentage: With respect to each of the
Group 1 Senior Certificates and the Group 2 Senior Certificates and
any
Distribution Date, the percentage equivalent of a fraction,
determined as
follows: (i) in the case of the Group 1 Senior Certificates the
numerator of
which is (x) the portion of the Principal Remittance Amount for
such
Distribution Date that is attributable to principal received or
advanced on
the Group 1 Mortgage Loans, and the denominator of which is (y) the
Principal
Remittance Amount for such Distribution Date and (ii) in the case
of the Group
2 Senior Certificates the numerator of which is (x) the portion of
the
Principal Remittance Amount for such Distribution Date that is
attributable to
principal received or advanced on the Group 2 Mortgage Loans, and
the
denominator of which is (y) the Principal Remittance Amount for
such
Distribution Date.
Class B
Certificates: As set forth in the Preliminary Statement.
Class B-1
Principal Distribution Amount: With respect to the Class B-1
Certificates and any Distribution Date (i) prior to the Stepdown
Date or on or
after the Stepdown Date if a Trigger Event is in effect for that
Distribution
Date, the Principal Distribution Amount for that Distribution Date
remaining
after distribution of the Senior Principal Distribution Amount, the
Class M-1
Principal Distribution Amount, the Class M-2 Principal Distribution
Amount,
the Class M-3 Principal Distribution Amount, the Class M-4
Principal
Distribution Amount, the Class M-5 Principal Distribution Amount
and the Class
M-6 Principal Distribution Amount or (ii) on or after the Stepdown
Date if a
Trigger Event is not in effect for that Distribution Date, the
lesser of:
o
the
Principal Distribution Amount for that Distribution Date
remaining after distribution of the Senior Principal
Distribution
Amount, the Class M-1 Principal Distribution Amount, the Class
M-2
Principal Distribution Amount, the Class M-3 Principal
Distribution Amount, the Class M-4 Principal Distribution
Amount,
the Class M-5 Principal Distribution Amount and the Class M-6
Principal
Distribution Amount; and
o
the
excess (if any) of (A) the sum of (1) the Class Principal
Balance of the Class B-1 Certificates immediately prior to that
Distribution Date and (2) the aggregate Class Principal Balance
of
the Senior Certificates and Class M Certificates (after taking
into account the payment of the Senior, Class M-1, Class M-2,
Class M-3, Class M-4, Class M-5 and Class M-6 Principal
Distribution Amounts for such Distribution Date) over (B) the
lesser of (i) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period
multiplied by 96.30% and (ii) the amount, if any, by which (x)
the
aggregate Stated Principal Balance of the Mortgage Loans as of
the
last day of the related Due Period exceeds (y) $1,913,789.
Class B-2
Principal Distribution Amount: With respect to the Class B-2
Certificates and any Distribution Date (i) prior to the Stepdown
Date or on or
after the Stepdown Date if a Trigger Event is in effect for that
Distribution
Date, the Principal Distribution Amount for that Distribution Date
remaining
after distribution of the Senior Principal Distribution Amount, the
Class M-1
Principal Distribution Amount, the Class M-2 Principal Distribution
Amount,
the
10
<PAGE>
Class M-3 Principal Distribution Amount, the Class M-4 Principal
Distribution
Amount, the Class M-5 Principal Distribution Amount, the Class M-6
Principal
Distribution Amount and the Class B-1 Principal Distribution Amount
or (ii) on
or after the Stepdown Date if a Trigger Event is not in effect for
that
Distribution Date, the lesser of:
o
the
Principal Distribution Amount for that Distribution Date
remaining after distribution of the Senior Principal
Distribution
Amount, the Class M-1 Principal Distribution Amount, the Class
M-2
Principal Distribution Amount, the Class M-3 Principal
Distribution Amount, the Class M-4 Principal Distribution
Amount,
the Class M-5 Principal Distribution Amount, the Class M-6
Principal Distribution Amount and the Class B-1 Principal
Distribution Amount; and
o
the
excess (if any) of (A) the sum of (1) the Class Principal
Balance of the Class B-2 Certificates immediately prior to that
Distribution Date and (2) the aggregate Class Principal Balance
of
the Senior Certificates, Class M Certificates and Class B-1
Certificates (after taking into account the payment of the
Senior,
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
M-6
and
Class B-1 Principal Distribution Amounts for such Distribution
Date) over (B) the lesser of (i) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related
Due Period multiplied by 97.00% and (ii) the amount, if any, by
which (x) the aggregate Stated Principal Balance of the
Mortgage
Loans as of the last day of the related Due Period exceeds (y)
$1,913,789.
Class B-3
Principal Distribution Amount: With respect to the Class B-3
Certificates and any Distribution Date (i) prior to the Stepdown
Date or on or
after the Stepdown Date if a Trigger Event is in effect for that
Distribution
Date, the Principal Distribution Amount for that Distribution Date
remaining
after distribution of the Senior Principal Distribution Amount, the
Class M-1
Principal Distribution Amount, the Class M-2 Principal Distribution
Amount,
the Class M-3 Principal Distribution Amount, the Class M-4
Principal
Distribution Amount, the Class M-5 Principal Distribution Amount,
the Class
M-6 Principal Distribution Amount, the Class B-1 Principal
Distribution Amount
and the Class B-2 Principal Distribution Amount or (ii) on or after
the
Stepdown Date if a Trigger Event is not in effect for that
Distribution Date,
the lesser of:
o
the
Principal Distribution Amount for that Distribution Date
remaining after distribution of the Senior Principal
Distribution
Amount, the Class M-1 Principal Distribution Amount, the Class
M-2
Principal Distribution Amount, the Class M-3 Principal
Distribution Amount, the Class M-4 Principal Distribution
Amount,
the Class M-5 Principal Distribution Amount, the Class M-6
Principal Distribution Amount, the Class B-1 Principal
Distribution Amount and the Class B-2 Principal Distribution
Amount; and
o
the
excess (if any) of (A) the sum of (1) the Class Principal
Balance of the Class B-3 Certificates immediately prior to that
Distribution Date and (2) the aggregate Class Principal Balance
of
the Senior Certificates, Class M, Class B-1 and Class B-2
Certificates (after taking into account the payment of the
Senior,
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 Principal
11
<PAGE>
Distribution Amounts for such Distribution Date) over (B) the
lesser of (i) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period
multiplied by 98.00% and (ii) the amount, if any, by which (x)
the
aggregate Stated Principal Balance of the Mortgage Loans as of
the
last day of the related Due Period exceeds (y) $1,913,789.
Class
Interest Shortfall: Not applicable.
Class M
Certificates: As specified in the Preliminary Statement.
Class M
Senior Certificates: As specified in the Preliminary Statement.
Class M-1
Principal Distribution Amount: With respect to the Class M-1
Certificates and any Distribution Date (i) prior to the Stepdown
Date or on or
after the Stepdown Date if a Trigger Event is in effect for that
Distribution
Date, the Principal Distribution Amount for that Distribution Date
remaining
after distribution of the Senior Principal Distribution Amount or
(ii) on or
after the Stepdown Date if a Trigger Event is not in effect for
that
Distribution Date, the lesser of:
o
the
Principal Distribution Amount for that Distribution Date
remaining after distribution of the Senior Principal
Distribution
Amount; and
o
the
excess (if any) of (A) the sum of (1) the Class Principal
Balance of the Class M-1 Certificates immediately prior to that
Distribution Date and (2) the aggregate Class Principal Balance
of
the Senior Certificates (after taking into account the payment
of
the Senior Principal Distribution Amount for such Distribution
Date) over (B) the lesser of (i) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related
Due
Period multiplied by 90.70% and (ii) the amount, if any, by
which (x) the aggregate Stated Principal Balance of the
Mortgage
Loans as of the last day of the related Due Period exceeds (y)
$1,913,789.
Class M-2
Principal Distribution Amount: With respect to the Class M-2
Certificates and any Distribution Date (i) prior to the Stepdown
Date or on or
after the Stepdown Date if a Trigger Event is in effect for that
Distribution
Date, the Principal Distribution Amount for that Distribution Date
remaining
after distribution of the Senior Principal Distribution Amount and
the Class
M-1 Principal Distribution Amount or (ii) on or after the Stepdown
Date if a
Trigger Event is not in effect for that Distribution Date, the
lesser of:
o
the
Principal Distribution Amount for that Distribution Date
remaining after distribution of the Senior Principal
Distribution
Amount and the Class M-1 Principal Distribution Amount; and
o
the
excess (if any) of (A) the sum of (1) the Class Principal
Balance of the Class M-2 Certificates immediately prior to that
Distribution Date and (2) the aggregate Class Principal Balance
of
the Senior Certificates and Class M-1 Certificates (after
taking
into account the payment of the Senior and Class M-1 Principal
Distribution Amounts for such Distribution Date) over (B) the
lesser of (i) the aggregate Stated Principal
12
<PAGE>
Balance of the Mortgage Loans as of the last day of the related
Due Period multiplied by 92.40% and (ii) the amount, if any, by
which (x) the aggregate Stated Principal Balance of the
Mortgage
Loans as of the last day of the related Due Period exceeds (y)
$1,913,789.
Class M-3
Principal Distribution Amount: With respect to the Class M-3
Certificates and any Distribution Date (i) prior to the Stepdown
Date or on or
after the Stepdown Date if a Trigger Event is in effect for that
Distribution
Date, the Principal Distribution Amount for that Distribution Date
remaining
after distribution of the Senior Principal Distribution Amount, the
Class M-1
Principal Distribution Amount and the Class M-2 Principal
Distribution Amount
or (ii) on or after the Stepdown Date if a Trigger Event is not in
effect for
that Distribution Date, the lesser of:
o
the
Principal Distribution Amount for that Distribution Date
remaining after distribution of the Senior Principal
Distribution
Amount, the Class M-1 Principal Distribution Amount and the
Class
M-2 Principal Distribution Amount; and
o
the
excess (if any) of (A) the sum of (1) the Class Principal
Balance of the Class M-3 Certificates immediately prior to that
Distribution Date and (2) the aggregate Class Principal Balance
of
the Senior Certificates, Class M-1 Certificates and Class M-2
Certificates (after taking into account the payment of the
Senior
and Class M-1 and Class M-2 Principal Distribution Amounts for
such Distribution Date) over (B) the lesser of (i) the
aggregate
Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period multiplied by 93.50% and (ii) the
amount, if any, by which (x) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related
Due Period exceeds (y) $1,913,789.
Class M-4
Principal Distribution Amount: With respect to the Class M-4
Certificates and any Distribution Date (i) prior to the Stepdown
Date or on or
after the Stepdown Date if a Trigger Event is in effect for that
Distribution
Date, the Principal Distribution Amount for that Distribution Date
remaining
after distribution of the Senior Principal Distribution Amount, the
Class M-1
Principal Distribution Amount, the Class M-2 Principal Distribution
Amount and
the Class M-3 Principal Distribution Amount or (ii) on or after the
Stepdown
Date if a Trigger Event is not in effect for that Distribution
Date, the
lesser of:
o
the
Principal Distribution Amount for that Distribution Date
remaining after distribution of the Senior Principal
Distribution
Amount, the Class M-1 Principal Distribution Amount, the Class
M-2
Principal Distribution Amount and the Class M-3 Principal
Distribution Amount; and
o
the
excess (if any) of (A) the sum of (1) the Class Principal
Balance of the Class M-4 Certificates immediately prior to that
Distribution Date and (2) the aggregate Class Principal Balance
of
the Senior Certificates, Class M-1, Class M-2 and Class M-3
Certificates (after taking into account the payment of the
Senior,
Class M-1, Class M-2 and Class M-3 Principal Distribution
Amounts
for such Distribution Date) over (B) the lesser of (i) the
aggregate Stated Principal Balance of the Mortgage Loans as of
the
last day of the related Due Period multiplied by 94.20% and
(ii)
the amount, if
13
<PAGE>
any, by which (x) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period
exceeds (y) $1,913,789.
Class M-5
Principal Distribution Amount: With respect to the Class M-5
Certificates and any Distribution Date (i) prior to the Stepdown
Date or on or
after the Stepdown Date if a Trigger Event is in effect for that
Distribution
Date, the Principal Distribution Amount for that Distribution Date
remaining
after distribution of the Senior Principal Distribution Amount, the
Class M-1
Principal Distribution Amount, the Class M-2 Principal Distribution
Amount,
the Class M-3 Principal Distribution Amount and the Class M-4
Principal
Distribution Amount or (ii) on or after the Stepdown Date if a
Trigger Event
is not in effect for that Distribution Date, the lesser of:
o
the
Principal Distribution Amount for that Distribution Date
remaining after distribution of the Senior Principal
Distribution
Amount, the Class M-1 Principal Distribution Amount, the Class
M-2
Principal Distribution Amount, the Class M-3 Principal
Distribution Amount and the Class M-4 Principal Distribution
Amount; and
o
the
excess (if any) of (A) the sum of (1) the Class Principal
Balance of the Class M-5 Certificates immediately prior to that
Distribution Date and (2) the aggregate Class Principal Balance
of
the Senior Certificates, Class M-1, Class M-2, Class M-3 and
Class
M-4 Certificates (after taking into account the payment of the
Senior, Class M-1, Class M-2, Class M-3 and Class M-4 Principal
Distribution Amounts for such Distribution Date) over (B) the
lesser of (i) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period
multiplied by 94.90% and (ii) the amount, if any, by which (x)
the
aggregate Stated Principal Balance of the Mortgage Loans as of
the
last day of the related Due Period exceeds (y) $1,913,789.
Class M-6
Principal Distribution Amount: With respect to the Class M-6
Certificates and any Distribution Date (i) prior to the Stepdown
Date or on or
after the Stepdown Date if a Trigger Event is in effect for that
Distribution
Date, the Principal Distribution Amount for that Distribution Date
remaining
after distribution of the Senior Principal Distribution Amount, the
Class M-1
Principal Distribution Amount, the Class M-2 Principal Distribution
Amount,
the Class M-3 Principal Distribution Amount, the Class M-4
Principal
Distribution Amount and the Class M-5 Principal Distribution Amount
or (ii) on
or after the Stepdown Date if a Trigger Event is not in effect for
that
Distribution Date, the lesser of:
o
the
Principal Distribution Amount for that Distribution Date
remaining after distribution of the Senior Principal
Distribution
Amount, the Class M-1 Principal Distribution Amount, the Class
M-2
Principal Distribution Amount, the Class M-3 Principal
Distribution Amount, the Class M-4 Principal Distribution
Amount
and the Class M-5 Principal Distribution Amount; and
o the excess (if
any) of (A) the sum of (1) the Class Principal
Balance of the Class M-6 Certificates immediately prior to that
Distribution Date and (2) the aggregate Class Principal Balance
of
the Senior Certificates, Class M-1, Class M-2, Class M-3, Class
M-4 and Class M-5 Certificates (after taking into account the
payment of the Senior, Class M-1, Class M-2, Class M-3, Class
M-4
and Class M-5 Principal Distribution
14
<PAGE>
Amounts for such Distribution Date) over (B) the lesser of (i)
the
aggregate Stated Principal Balance of the Mortgage Loans as of
the
last day of the related Due Period multiplied by 95.60% and
(ii)
the amount, if any, by which (x) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related
Due Period exceeds (y) $1,913,789.
Class OC
Certificates: As specified in the Preliminary Statement.
Class OC
Distributable Amount: With respect to any Distribution Date and
the Class OC Certificates, the excess, if any, of (x) the sum of
(i) the
amount of interest accrued during the related Accrual Period at the
related
Pass-Through Rate on the Class Principal Balance for such
Distribution Date
and not included in the Extra Principal Distribution Amount on
that
Distribution Date and (ii) the Overcollateralization Release
Amount, if any,
for such Distribution Date, over (y) the Overcollateralization
Increase
Amount, if any, for such Distribution Date.
Class OC
Interest: The Upper-Tier Regular Interest as specified and
described in the Preliminary Statement and the related footnote
thereto.
Class
Optimal Interest Distribution Amount: Not applicable.
Class P
Distribution Amount: For each Distribution Date, an amount
equal
to the total of all Prepayment Penalties received by the
Securities
Administrator from the Servicers on the Mortgage Loans in the prior
Due
Period. The Class P Distribution Amount is not part of the
Available
Distribution Amount and is therefore not available for
distributions to the
other Classes of Certificates.
Class
Principal Balance: With respect to any Class of Certificates
other
than the Class OC Certificates and as to any date of determination,
the
aggregate of the Certificate Balances of all Certificates of such
Class as of
such date. With respect to the Class OC Certificates and any
Distribution
Date, the Overcollateralized Amount as of that Distribution
Date.
Class
Subordination Percentage: Not applicable.
Clearing
Agency: An organization registered as a "clearing agency"
pursuant to Section 17A of the Securities Exchange Act of 1934, as
amended. As
of the Closing Date, the Clearing Agency shall be The Depository
Trust
Company.
Clearing
Agency Participant: A broker, dealer, bank, other financial
institution or other Person for whom from time to time a Clearing
Agency
effects book-entry transfers and pledges of securities deposited
with the
Clearing Agency.
Closing
Date: March 30, 2007.
Code: The
Internal Revenue Code of 1986, as amended, and as it may be
further amended from time to time, any successor statutes thereto,
and
applicable U.S. Department of Treasury regulations issued pursuant
thereto in
temporary or final form.
Commission: The U.S. Securities and Exchange Commission.
15
<PAGE>
Compensating Interest Payment: As to any Distribution Date, an
amount
equal to the lesser of (i) the Prepayment Interest Shortfall on the
Mortgage
Loans serviced by such Servicer with respect to such Distribution
Date and
(ii) the portion of the applicable Servicing Fee that the related
Servicer is
required to remit to the Trust as compensation therefor in
accordance with the
terms of the related Purchase and Servicing Agreement.
Component:
As specified in the Preliminary Statement.
Component
Balance: With respect to any Component and any Distribution
Date, the Initial Component Balance thereof on the Closing Date,
(A) plus any
Subsequent Recoveries added to the Component Balance of such
Component
pursuant to Section 5.02, (B) minus the sum of all amounts applied
in
reduction of the principal balance of such Component and Realized
Losses
allocated thereto on previous Distribution Dates.
Component
Certificates: As specified in the Preliminary Statement.
Component
Notional Amount: Not applicable.
Confirmation: With respect to the Class 1-A-1 Certificates, the
Confirmation (reference # KQBP7) dated March 30, 2007, evidencing
a
transaction between the Corridor Contract Counterparty and the
Securities
Administrator.
Consent: A
document executed by the Cooperative Corporation (i)
consenting to the sale of the Cooperative Unit to the Mortgagor and
(ii)
certifying that all maintenance charges relating to the Cooperative
Unit have
been paid.
Controlling Person: With respect to any Person, any other Person
who
"controls" such Person within the meaning of the Securities
Act.
Cooperative Corporation: The entity that holds title (fee or an
acceptable leasehold estate) to the real property and
improvements
constituting the Cooperative Property and which governs the
Cooperative
Property, which Cooperative Corporation must qualify as a
Cooperative Housing
Corporation under Section 216 of the Code.
Cooperative Loan: A Mortgage Loan secured by Cooperative Shares and
a
Proprietary Lease, if any.
Cooperative Property: The real property and improvements owned by
the
Cooperative Corporation, that includes the allocation of individual
dwelling
units to the holders of the shares of the Cooperative
Corporation.
Cooperative Shares: Shares issued by a Cooperative Corporation.
Cooperative Unit: With respect to any Cooperative Loan, a specific
unit
in a Cooperative Property.
Corporate
Trust Office: With respect to the Trustee, the designated
office of the Trustee in the State of Illinois at which at any
particular time
its corporate trust business with respect to
16
<PAGE>
this Agreement is administered, which office at the date of the
execution of
this Agreement is located at 135 South LaSalle Street, Suite 1511,
Chicago,
Illinois 60603, Attn: Global Securities and Trust Services MSM
2007-6XS, and
which is the address to which notices to and correspondence with
the Trustee
should be directed, or at such other address as the Trustee may
designate from
time to time by notice to the Certificateholders, the Depositor,
the Master
Servicer and the Securities Administrator or the principal
corporate trust
office of any successor Trustee. With respect to the Certificate
Registrar and
presentment of Certificates for registration of transfer, exchange
or final
payment, Wells Fargo Bank, National Association, Sixth Street and
Marquette
Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust,
Morgan
Stanley Mortgage Loan Trust 2007-6XS, and for all other purposes,
P.O. Box 98,
Columbia, Maryland 21046 (or for overnight deliveries, 9062 Old
Annapolis
Road, Columbia, Maryland 21045), Attention: Corporate Trust, Morgan
Stanley
Mortgage Loan Trust 2007-6XS.
Corridor
Contract: With respect to the Class 1-A-1 Certificates, the
transactions evidenced by the Class 1-A-1 Confirmation, a form of
which is
attached hereto as Exhibit D.
Corridor
Contract Counterparty: Morgan Stanley Capital Services Inc.
Corridor
Contract Scheduled Termination Date: The Distribution Date in
March 2015.
Custodial
Account: Each custodial account (other than an Escrow Account)
established and maintained by a Servicer pursuant to a Purchase and
Servicing
Agreement.
Custodial
Agreement: Not applicable.
Custodial
Delivery Failure: With respect to any Custodian appointed
hereunder, as defined in Section 6.21 hereof.
Custodian:
A Person who is at anytime appointed by the Depositor as a
custodian of the Mortgage Documents and the Trustee Mortgage Files.
The
initial Custodian is LaSalle Bank National Association.
Custodian
Certification: As defined in Section 2.01.
Cut-off
Date: March 1, 2007.
Cut-off
Date Pool Principal Balance: $546,796,792.
Cut-off
Date Principal Balance: As to any Mortgage Loan, the Stated
Principal Balance thereof as of the close of business on the
Cut-off Date.
Debt
Service Reduction: With respect to any Mortgage Loan, a
reduction
by a court of competent jurisdiction in a proceeding under the
Bankruptcy Code
in the Scheduled Payment for such Mortgage Loan which became final
and
non-appealable, except such a reduction resulting from a Deficient
Valuation
or any reduction that results in a permanent forgiveness of
principal.
Deceased
Holder: Not Applicable.
17
<PAGE>
Defaulted
Swap Termination Payment: Not Applicable.
Defective
Mortgage Loan: The meaning specified in Section 2.05(a).
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 indebtedness under the
Mortgage Loan, or
any reduction in the amount of principal to be paid in connection
with any
Scheduled Payment that results in a permanent forgiveness of
principal, which
valuation or reduction results from an order of such court which is
final and
non-appealable in a proceeding under the Bankruptcy Code.
Definitive
Certificate: A Certificate of any Class issued in definitive,
fully registered, certificated form. As of the Closing Date the
Classes of
Certificates being issued as "Definitive Certificates" are set
forth in the
Preliminary Statement.
Delay
Certificates: As specified in the Preliminary Statement.
Deleted
Mortgage Loan: A Mortgage Loan that is repurchased, or replaced
or to be replaced with a Replacement Mortgage Loan.
Delinquent: Any Mortgage Loan with respect to which the
Scheduled
Payment due on a Due Date is not received.
Depositor:
Morgan Stanley Capital I Inc., a Delaware corporation having
its principal place of business in New York, or its successors in
interest.
Depository: Cede & Co., or any other organization registered as
a
"clearing agency" pursuant to Section 17A of the Securities
Exchange Act of
1934, as amended. The Depository shall initially be the registered
Holder of
the Book-Entry Certificates. The Depository shall at all times be a
"clearing
corporation" as defined in Section 8-102(a)(5) of the Uniform
Commercial Code
of the State of New York.
Determination Date: With respect to each Servicer, the
"Determination
Date" set forth in the related Purchase and Servicing
Agreement.
Disqualified Organization: A "disqualified organization" as
defined in Section 860E(e)(5) of the Code.
Distribution Account: The separate Eligible Account created and
maintained by the Securities Administrator, on behalf of the
Trustee, pursuant
to Section 4.01. Funds in the Distribution Account (exclusive of
any earnings
on investments made with funds deposited in the Distribution
Account) shall be
held in trust for the Trustee and the Certificateholders for the
uses and
purposes set forth in this Agreement.
Distribution Account Deposit Date: With respect to each Servicer,
not
later than 1:00 p.m., New York time, on 18th day of each calendar
month after
the initial issuance of the Certificates or, if such 18th day is
not a
Business Day, either the immediately preceding or
18
<PAGE>
immediately following Business Day, as set forth in the related
Acknowledgement, commencing in April 2007.
Distribution Date: The 25th day of each month or, if such 25th day
is
not a Business Day, the next succeeding Business Day, commencing in
April
2007.
Due Date:
With respect to any Distribution Date, the first day of the
month in which such Distribution Date occurs. With respect to any
Mortgage
Loan, the date on which a Scheduled Payment is due under the
related Mortgage
Note as indicated in the applicable Purchase and Servicing
Agreement.
Due
Period: As to any Distribution Date, the second day of the
calendar
month preceding the calendar month in which such Distribution Date
occurs to
and including the first day of the calendar month in which such
Distribution
Date occurs.
EDGAR: The
Commission's Electronic Data Gathering, Analysis and
Retrieval system.
Eligible
Account: Any of (i) an account or accounts maintained with a
federal or state chartered depository institution or trust company
the
short-term unsecured debt obligations of which (or, in the case of
a
depository institution or trust company that is the principal
subsidiary of a
holding company, the debt obligations of such holding company) have
the
highest short-term ratings of each Rating Agency at the time any
amounts are
held on deposit therein, or (ii) an account or accounts in a
depository
institution or trust company in which such accounts are insured by
the FDIC or
the SAIF (to the limits established by the FDIC or the SAIF) and
the uninsured
deposits in which accounts are otherwise secured such that, as
evidenced by an
Opinion of Counsel delivered to the Trustee, the Securities
Administrator and
to each Rating Agency, the Certificateholders have a claim with
respect to the
funds in such account or a perfected first priority security
interest against
any collateral (which shall be limited to Permitted Investments)
securing such
funds that is superior to claims of any other depositors or
creditors of the
depository institution or trust company in which such account is
maintained,
or (iii) a trust account or accounts maintained with the trust
department of a
federal or state chartered depository institution or trust company,
acting in
its fiduciary capacity or (iv) any other account acceptable to each
Rating
Agency, as evidenced by a signed writing delivered by each Rating
Agency.
Eligible Accounts may bear interest, and may include, if otherwise
qualified
under this definition, accounts maintained with the Trustee, the
Paying Agent,
the Securities Administrator or the Master Servicer.
Eligible
Institution: An institution having the highest short-term debt
rating, and one of the two highest long-term debt ratings of the
Rating
Agencies or the approval of the Rating Agencies.
ERISA: The
Employee Retirement Income Security Act of 1974, as amended.
ERISA-Qualifying Underwriting: A best efforts or firm
commitment
underwriting or private placement that meets the requirements of
an
Underwriter's Exemption.
ERISA-Restricted Certificate: As specified in the Preliminary
Statement.
19
<PAGE>
Escrow
Account: With respect to each Mortgage Loan, as defined in
Article I of the related Purchase and Servicing Agreement.
Estoppel
Letter: A document executed by the Cooperative Corporation
certifying, with respect to a Cooperative Unit, (i) the
appurtenant
Proprietary Lease will be in full force and effect as of the date
of issuance
thereof, (ii) the related stock certificate was registered in the
Mortgagor's
name and the Cooperative Corporation has not been notified of any
lien upon,
pledge of, levy of execution on or disposition of such stock
certificate, and
(iii) the Mortgagor is not in default under the appurtenant
Proprietary Lease
and all charges due the Cooperative Corporation have been paid.
Event of
Default: Any one of the conditions or circumstances enumerated
in Section 6.14.
Excess
Priority Amount: Not applicable.
Excess
Subordinated Amount: For any Distribution Date, will equal the
excess, if any, of (i) the Overcollateralized Amount on that
Distribution Date
over (ii) the Overcollateralization Target Amount for such
Distribution Date.
Exchange
Act: The Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder.
Exchange
Act Reports: Any reports on Form 10-D, Form 8-K and Form 10-K
required to be filed with respect to the Trust Fund under the
Exchange Act.
Extra
Principal Distribution Amount: For any Distribution Date will
be
the lesser of the Net Monthly Excess Cashflow for such Distribution
Date and
the Overcollateralization Increase Amount as of that Distribution
Date.
Fannie Mae: The entity
formerly known as the Federal National Mortgage
Association, a federally chartered and privately owned corporation
organized
and existing under the Federal National Mortgage Association
Charter Act, or
any successor thereto.
FDIC: The
Federal Deposit Insurance Corporation or any successor
thereto.
FHLMC: The
Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States created and existing under
Title III of
the Emergency Home Finance Act of 1970, as amended, or any
successor thereto.
Final
Custodian Certification: As defined in Section 2.02 hereof.
Fiscal
Agent: Not applicable.
Fitch:
Fitch, Inc., or any successor thereto. If Fitch is designated
as
a Rating Agency in the Preliminary Statement, for purposes of
Section 11.07
the address for notices to Fitch shall be Fitch, Inc., One State
Street Plaza,
New York, New York 10004, Attention: Residential
20
<PAGE>
Mortgage Surveillance Group, or such other address as Fitch may
hereafter
furnish to the Depositor, the Trustee and the Master Servicer.
FNBN
Mortgage Loan: Each Mortgage Loan originated by First National
Bank
of Nevada and listed on the Mortgage Loan Schedule.
FNBN
Purchase Agreement: The Mortgage Loan Purchase Agreement listed
in
Exhibit E hereto between the Seller and First National Bank of
Nevada.
Form 8-K
Disclosure: As defined in Section 12.03 hereof.
Global
Securities: The global certificates representing the Book-Entry
Certificates.
GMAC
Serviced Mortgage Loan: Each Mortgage Loan serviced by GMAC
Mortgage, LLC, as successor in interest to GMAC Mortgage
Corporation, and
listed on the Mortgage Loan Schedule.
GMAC
Servicing Agreement: The Servicing Agreement listed in Exhibit
E
hereto between the Seller and GMAC Mortgage, LLC, as successor in
interest to
GMAC Mortgage Corporation.
GreenPoint
Mortgage Loan: Each Mortgage Loan originated by GreenPoint
Mortgage Funding, Inc. and listed on the Mortgage Loan
Schedule.
GreenPoint
Purchase Agreement: The Mortgage Loan Purchase and Warranties
Agreement listed in Exhibit E hereto between the Seller and
GreenPoint
Mortgage Funding, Inc. as seller and servicer.
GreenPoint
Serviced Mortgage Loan: Each Mortgage Loan serviced by
GreenPoint Mortgage Funding, Inc. and listed on the Mortgage Loan
Schedule.
GreenPoint
Servicing Agreement: The Servicing Agreement listed in
Exhibit E hereto between the Seller and GreenPoint Mortgage
Funding, Inc.
Group 1
Mortgage Loans: The Mortgage Loans in Loan Group 1.
Group 1
Priority Amount: With respect to any Distribution Date, the
amount equal to the product of (i) the Group 1 Priority Percentage,
(ii) the
Shift Percentage and (iii) the Group 1 Senior Principal Allocation
Amount for
that Distribution Date.
Group 1
Priority Percentage: With respect to any Distribution Date, the
fraction, expressed as a percentage, the numerator of which is the
aggregate
Class Principal Balance of the Class 1-A-3-SS and Class 1-A-3-M
Certificates,
and the denominator of which is the aggregate Class Principal
Balance of the
Group 1 Senior Certificates, in each case prior to giving effect to
any
distributions of principal on the Certificates on that Distribution
Date.
Group 1
Senior Basis Risk Carry Forward Amount: With respect to any
Class of Group 1 Senior Certificates and any Distribution Date on
which the
Pass-Through Rate for that Class of
21
<PAGE>
Group 1 Senior Certificates is limited to the Group 1 Senior WAC
Pass-Through
Rate, an amount equal to the sum of (i) the excess of , if any, (x)
the amount
of interest such Class of Group 1 Senior Certificates would have
been entitled
to receive on such Distribution Date if (a) the Group 1 Senior
WAC
Pass-Through Rate had not been applicable to such Class of Group 1
Senior
Certificates on such Distribution Date, and (b) in the case of the
Class 1-A-1
Certificates, the maximum per annum rate of 6.10000% had not been
applicable
on such Distribution Date, over (y) the amount of interest accrued
on such
Distribution Date at the Group 1 Senior WAC Pass-Through Rate and
Group 1
Senior Basis Risk Carry Forward Amount for the previous
Distribution Date not
previously distributed together with interest thereon at a rate
equal to the
related Pass-Through Rate (without being limited by the Group 1
Senior WAC
Pass-Through Rate) for such Class of Group 1 Senior Certificates
for the most
recently ended Interest Accrual Period.
Group 1
Senior Certificates: As set forth in the Preliminary Statement.
Group 1
Senior Principal Allocation Amount: With respect to the Group 1
Senior Certificates and any Distribution Date, the product of the
Class A
Principal Allocation Percentage for the Group 1 Senior Certificates
for that
Distribution Date and the Senior Principal Distribution Amount for
that
Distribution Date.
Group 1
Senior WAC Pass-Through Rate: For the Group 1 Senior
Certificates and any Distribution Date, the lesser of (x) the Pool
Net WAC
Pass-Through Rate and (y) a per annum rate equal to the weighted
average of
the Net Mortgage Rates of the Group 1 Mortgage Loans as of the
first day of
the month preceding the month in which such Distribution Date
occurs.
Group 2
Mortgage Loans: The Mortgage Loans in Loan Group 2.
Group 2
Percentage: With respect to the Class 2-A-2-SS, Class 2-A-3-SS,
Class 2-A-4-SS, Class 2-A-5-SS and Class 2-A-7-M Certificates and
any
Distribution Date the fraction, expressed as a percentage, the
numerator of
which is the Class Principal Balance of that Class of Certificates,
and the
denominator of which is equal to the aggregate Class Principal
Balance of the
Class 2-A-2-SS, Class 2-A-3-SS, Class 2-A-4-SS, Class 2-A-5-SS and
Class
2-A-7-M Certificates, in each case immediately prior to that
Distribution
Date.
Group 2
Portion: With respect to the Class 2-A-2-SS, Class
2-A-3-SS, Class 2-A-4-SS, Class 2-A-5-SS and Class 2-A-7-M
Certificates and
any Distribution Date the amount equal to the product of (x) the
Group 2
Percentage for that Class of Certificates for that Distribution
Date and (y)
the portion of the remaining Group 2 Senior Principal Allocation
Amount for
that Distribution Date.
Group 2
Priority Amount: With respect to any Distribution Date, the
amount equal to the product of (i) the Group 2 Priority Percentage,
(ii) the
Shift Percentage and (iii) the Group 2 Senior Principal Allocation
Amount for
that Distribution Date.
Group 2
Priority Percentage: With respect to any Distribution Date, the
fraction, expressed as a percentage, the numerator of which is the
aggregate
Class Principal Balance of the Class 2-A-6-SS and Class 2-A-6-M
Certificates,
and the denominator of which is the aggregate
22
<PAGE>
Class Principal Balance of the Group 2 Certificates, in each case
prior to
giving effect to any distributions of principal on the Certificates
on that
Distribution Date.
Group 2
Senior Basis Risk Carry Forward Amount: With respect to any
Class of Group 2 Senior Certificates and any Distribution Date, an
amount
equal to the sum of (i) the excess, if any, of (x) the amount of
interest such
Class of Group 2 Senior Certificates would have been entitled to
receive on
such Distribution Date if none of (a) the Pool Net WAC Cap, (b) the
Group 2
WAC Cap over (y) the amount of interest accrued on such
Distribution Date at
the least of: (a) the Pool Net WAC Cap and (b) the Group 2 WAC Cap
, and (ii)
the related Basis Risk Carry Forward Amount for the previous
Distribution Date
not previously distributed together with interest thereon at a rate
equal to
the related Pass-Through Rate (without being limited by the Group 2
Senior WAC
Pass-Through Rate) for such Class of Group 2 Senior Certificates
for the most
recently ended Interest Accrual Period.
Group 2
Senior Certificates: As set forth in the Preliminary Statement.
Group 2
Senior Certificates: As specified in the Preliminary Statement.
Group 2
Senior Principal Allocation Amount: With respect to the Group 2
Senior Certificates and any Distribution Date, the product of the
Class A
Principal Allocation Percentage for the Group 2 Senior Certificates
for that
Distribution Date and the Senior Principal Distribution Amount for
that
Distribution Date.
Group 2
Senior WAC Pass-Through Rate: For the Group 2 Senior
Certificates and any Distribution Date, the lesser of (x) the Pool
Net WAC
Pass-Through Rate and (y) a per annum rate equal to the weighted
average of
the Net Mortgage Rates of the Group 2 Mortgage Loans as of the
first day of
the month preceding the month in which such Distribution Date
occurs,
adjusted, in the case of the Class 2-A-1-SS and Class 2-A-1-M
Certificates, to
accrue on the basis of a 360-day year and the actual number of days
in the
related Interest Accrual Period, except that with respect to the
April 2007
Distribution Date, the number of days in the related Interest
Accrual Period
will be 26.
Holder:
The registered owner of any Certificate as recorded on the
books
of the Certificate Registrar except that, solely for the purposes
of taking
any action or giving any consent pursuant to this Agreement, any
Certificate
registered in the name of the Depositor, the Trustee, the Master
Servicer, the
Securities Administrator and any Servicer, or any Affiliate thereof
shall be
deemed not to be outstanding in determining whether the requisite
percentage
necessary to effect any such consent has been obtained, except
that, in
determining whether the Trustee or the Securities Administrator
shall be
protected in relying upon any such consent, only Certificates that
a
Responsible Officer of the Trustee or the Securities
Administrator,
respectively, knows to be so owned shall be disregarded. The
Trustee or the
Securities Administrator may request and conclusively rely on
certifications
by the Depositor, the Master Servicer, the Securities Administrator
or any
Servicer in determining whether any Certificates are registered to
an
Affiliate of the Depositor, the Master Servicer, the Securities
Administrator
or any Servicer.
23
<PAGE>
HUD: The
United States Department of Housing and Urban Development, or
any successor thereto.
Indemnifying Party: As specified in Section 12.08 hereof.
Independent: When used with respect to any Accountants, a Person
who is
"independent" within the meaning of Rule 2-01(b) of the Securities
and
Exchange Commission's Regulation S-X. When used with respect to any
other
Person, a Person who (a) is in fact independent of another
specified Person
and any Affiliate of such other Person, (b) does not have any
material direct
financial interest in such other Person or any Affiliate of such
other Person,
and (c) is not connected with such other Person or any Affiliate of
such other
Person as an officer, employee, promoter, underwriter, trustee,
partner,
director or Person performing similar functions.
Index: As
to each Mortgage Loan, the index from time to time in effect
for adjustment of the Mortgage Rate as set forth as such on the
related
Mortgage Note.
Initial
Component Balance: As specified in the Preliminary Statement.
Initial
Custodian Certification: As defined in Section 2.02.
Initial Optional
Termination Date: The first Distribution Date following
the date on which the aggregate Stated Principal Balance of the
Mortgage Loans
is equal to or less than 10% of the aggregate Stated Principal
Balance thereof
as of the Cut-off Date.
Insurance
Policy: With respect to any Mortgage Loan, any insurance
policy, including all names and endorsements thereto in effect,
including any
replacement policy or policies for any Insurance Policies.
Insurance
Proceeds: Proceeds paid by any Insurance Policy (excluding
proceeds required to be applied to the restoration and repair of
the related
Mortgaged Property or released to the Mortgagor), in each case
other than any
amount included in such Insurance Proceeds in respect of Insured
Expenses and
the proceeds from any Limited Purpose Surety Bond.
Insured
Certificates: Not applicable.
Insured
Expenses: Expenses covered by an Insurance Policy or any other
insurance policy with respect to the Mortgage Loans.
Insured
Payment: Not Applicable.
Interest
Accrual Period: With respect to each Class of Delay
Certificates other than the LIBOR Certificates, its corresponding
Subsidiary
REMIC Regular Interest or REMIC Regular Interest and any
Distribution Date,
the calendar month prior to the month of such Distribution Date.
With respect
to the Class 1-A-1 Certificates, its corresponding Subsidiary REMIC
Regular
Interest and any Distribution Date, the one month period commencing
on the
25th day of the month preceding the month in which such
Distribution Date
occurs and ending on the 24th day of the month in which such
Distribution Date
occurs. With respect to the Class 2-A-1-SS and
24
<PAGE>
Class 2-A-1-M Certificates and the Subordinated Certificates,
their
corresponding Subsidiary REMIC Regular Interest or REMIC Regular
Interest and
the Distribution Date in April 2007, the 26-day period commencing
on the
Closing Date and ending on the day immediately preceding such
Distribution
Date. With respect to the Class 2-A-1-SS and Class 2-A-1-M
Certificates and
the Subordinated Certificates, their corresponding Subsidiary REMIC
Regular
Interest or REMIC Regular Interest and each Distribution Date
following the
Distribution Date in April 2007, the one month period commencing on
the
Distribution Date in the calendar month preceding the month in
which such
Distribution Date occurs and ending on the day immediately
preceding such
Distribution Date. For purposes of computing interest accruals on
the Class
2-A-1-SS and Class 2-A-1-M Certificates and the Subordinated
Certificates,
each Interest Accrual Period has the actual number of days in such
month and
each year is assumed to have 360 days. For purposes of computing
interest
accruals on all of the other Classes of Certificates, each Interest
Accrual
Period has 30 days in such month and each year is assumed to have
360 days.
Interest
Carry Forward Amount: With respect to any Distribution Date,
the amount, if any, by which the Interest Distribution Amount for
that Class
of Certificates for the immediately preceding Distribution Date
exceeds the
actual amount distributed on such Class in respect of interest on
the
immediately preceding Distribution Date, together with any Interest
Carry
Forward Amount with respect to such Class remaining unpaid from the
previous
Distribution Date, plus interest accrued thereon at the related
Pass-Through
Rate for the most recently ended Interest Accrual Period.
Interest
Determination Date: With respect to the Interest Accrual Period
for any Class of LIBOR Certificates, the second Business Day prior
to the
first day of such Interest Accrual Period.
Interest
Distribution Amount: With respect to the Senior Certificates,
the Senior Interest Distribution Amount. With respect to the
Subordinated
Certificates, the Subordinated Interest Distribution Amount.
Interest
Remittance Amount: For any Distribution Date, that portion of
the Available Distribution Amount for such Distribution Date that
represents
interest received or advanced on the Mortgage Loans.
Interest
Transfer Amount: Not applicable.
Investor
Based Exemption: Any of Prohibited Transaction Class Exemption
("PTCE") 84-14 (for transactions by independent "qualified
professional asset
managers"), PTCE 90-1 (for transactions by insurance company pooled
separate
accounts), PTCE 91-38 (for transactions by bank collective
investment funds),
PTCE 95-60 (for transactions by insurance company general
accounts), PTCE
96-23 (for transactions effected by "in house asset managers") the
service
provider exemption provided by Section 308(b)(17) of ERISA and
Section
4975(d)(20) of the Code, or any comparable exemption available
under Similar
Law.
Last
Scheduled Distribution Date: The Distribution Date in February
2047.
Latest
Possible Maturity Date: The Distribution Date in February 2047.
25
<PAGE>
LIBOR: The
London interbank offered rate for one-month United States
dollar deposits calculated in the manner described in Section
5.09.
LIBOR
Business Day: Any day on which banks in London, England and The
City of New York are open and conducting transactions in foreign
currency and
exchange.
LIBOR
Certificates: As specified in the Preliminary Statement.
Limited
Purpose Surety Bond: Collectively, Ambac Assurance Corporation
Surety Bond No. AB0039BE and any other Limited Purpose Surety Bond
securing an
Additional Collateral Mortgage Loan.
Liquidated
Mortgage Loan: With respect to any Distribution Date, a
defaulted Mortgage Loan (including any REO Property) which was
liquidated in
the calendar month preceding the month of such Distribution Date
and as to
which the related Servicer has certified (in accordance with its
Purchase and
Servicing Agreement) that it has received all amounts it expects to
receive in
connection with the liquidation of such Mortgage Loan including the
final
disposition of an REO Property.
Liquidation Proceeds: Amounts, including Insurance Proceeds,
received in
connection with the partial or complete liquidation of defaulted
Mortgage
Loans, whether through trustee's sale, foreclosure sale or
otherwise or
amounts received in connection with any condemnation or partial
release of a
Mortgaged Property and any other proceeds received in connection
with an REO
Property.
Living
Holders: Not applicable.
Loan
Group: Any of Loan Group 1 and Loan Group 2, as applicable.
Loan Group
1: All Mortgage Loans identified as Group 1 Mortgage Loans on
the Mortgage Loan Schedule.
Loan Group
2: All Mortgage Loans identified as Group 2 Mortgage Loans on
the Mortgage Loan Schedule.
Loan-To-Value Ratio: With respect to any Mortgage Loan and as to
any
date of determination, the fraction (expressed as a percentage) the
numerator
of which is the principal balance of the related Mortgage Loan at
such date of
determination and the denominator of which is the Appraised Value
of the
related Mortgaged Property.
LPMI
Mortgage Loan: Certain Mortgage Loans as to which the lender
(rather than the borrower) acquires the Primary Mortgage Insurance
Policy and
charges the related borrower an interest premium.
Master
REMIC: As described in the Preliminary Statement.
Master
Servicer: Wells Fargo Bank, National Association, a national
banking association organized under the laws of the United States
in its
capacity as Master Servicer and any Person
26
<PAGE>
succeeding as Master Servicer hereunder or any successor in
interest, or if
any successor master servicer shall be appointed as herein
provided, then such
successor master servicer.
Master
Servicer Compensation: With respect to any Master Servicer that
is a successor to Wells Fargo Bank, National Association as Master
Servicer,
the portion of the earnings on the funds on deposit in the
Distribution
Account payable on each Distribution Date pursuant to Section
4.02(b)(ii)
hereof agreed to by and between such successor Master Servicer and
the
successor securities administrator; provided, that the sum of such
Master
Servicer Compensation and the Securities Administrator Compensation
payable on
each Distribution Date shall not exceed the total earnings on funds
in the
Distribution Account payable pursuant to Section 4.02(b)(ii) hereof
earned
since the prior Distribution Date.
Memorandum: Not applicable.
MERS:
Mortgage Electronic Registration Systems, Inc., a corporation
organized and existing under the laws of the State of Delaware, or
any
successor to Mortgage Electronic Registration Systems, Inc.
MERS
Mortgage Loan: Any Mortgage Loan registered with MERS on the
MERS(R) System.
MERS(R)
System: The system of recording transfers of mortgages
electronically maintained by MERS.
MIN: The
mortgage identification number for any MERS Mortgage Loan.
Minimum
Auction Price: With respect to any Distribution Date on which
an
Auction is being held, an amount equal to the sum of (a) 100% of
the current
aggregate Stated Principal Balance of the Mortgage Loans, plus
accrued
interest thereon, (b) the fair market value of any related REO
Property in the
Trust Fund and all other property in the Trust Fund being
purchased, (c) any
unreimbursed Servicing Advances related to the Mortgage Loans and
(d) any
expenses incurred by the Auction Administrator in the Auction
process.
MOM Loan:
Any Mortgage Loan as to which MERS is acting as mortgagee,
solely as nominee for the originator of such Mortgage Loan and its
successors
and assigns.
Moody's:
Moody's Investors Service, Inc., or any successor thereto. If
Moody's is designated as a Rating Agency in the Preliminary
Statement, for
purposes of Section 11.07 the address for notices to Moody's shall
be Moody's
Investors Service, Inc., 99 Church Street, New York, New York
10007,
Attention: Residential Pass-Through Monitoring, or such other
address as
Moody's may hereafter furnish to the Depositor or the Master
Servicer.
Mortgage:
A mortgage, deed of trust or other instrument encumbering a
fee simple interest in real property securing a Mortgage Note,
together with
improvements thereto.
Mortgage
Documents: With respect to each Mortgage Loan, the mortgage
documents required to be delivered to the Custodian.
27
<PAGE>
MortgageIT
Mortgage Loan: Each Mortgage Loan originated by MortgageIT,
Inc. and listed on the Mortgage Loan Schedule.
MortgageIT
Purchase Agreement: The Seller's Purchase, Warranties and
Servicing Agreement listed in Exhibit E hereto between the Seller
and
MortgageIT, Inc.
Mortgage
Loan: A Mortgage and the related notes or other evidences of
indebtedness secured by each such Mortgage conveyed, transferred,
sold,
assigned to or deposited with the Trustee pursuant to Section 2.01
(including
any REO Property), including without limitation, each Mortgage Loan
listed on
the Mortgage Loan Schedule, as amended from time to time.
Mortgage
Loan Auction Price: The price, calculated as set forth in
Section 7.01(b), to be paid in connection with the purchase of the
Mortgage
Loans by the Auction Purchaser.
Mortgage
Loan Schedule: The schedule attached hereto as Schedule A,
which shall identify each Mortgage Loan, as such schedule may be
amended by
the Depositor or a Servicer from time to time to reflect the
addition of
Replacement Mortgage Loans to, or the deletion of Deleted Mortgage
Loans from,
the Trust Fund. Such schedule shall, among other things (i)
designate the
Servicer servicing such Mortgage Loan and the applicable Servicing
Fee Rate;
(ii) identify the designated Loan Group in which such Mortgage Loan
is
included, (iii) identify any LPMI Mortgage Loan and designate the
rate at
which the premium for such insurance is calculated and (iv)
separately
identify the Additional Collateral Mortgage Loans, if any.
Mortgage
Loans: Collectively, the Mortgage Loans in Loan Group 1 and the
Mortgage Loans in Loan Group 2.
Mortgage
Note: The original executed note or other evidence of the
indebtedness of a Mortgagor secured by a Mortgage under a Mortgage
Loan.
Mortgage
Rate: As to any Mortgage Loan, the annual rate of interest
borne by the related Mortgage Notes.
Mortgaged
Property: The underlying property, including any Additional
Collateral, securing a Mortgage Loan which, with respect to a
Cooperative
Loan, is the related Cooperative Shares and Proprietary Lease.
Mortgagor:
The obligor on a Mortgage Note.
MSMCI
Mortgage Loan: A Mortgage Loan sold by the Seller to the
Depositor
pursuant to the MSMCI Purchase Agreement.
MSMCI
Purchase Agreement: The Mortgage Loan Purchase Agreement listed
in
Exhibit E hereto between the Seller and the Depositor.
Net
Liquidation Proceeds: With respect to any Liquidated Mortgage
Loan
or any other disposition of related Mortgaged Property, the
related
Liquidation Proceeds net of Advances, Servicer Advances, Servicing
Fees and
any other accrued and unpaid servicing fees received and retained
in
connection with the liquidation of such Mortgage Loan or Mortgaged
Property.
28
<PAGE>
Net
Monthly Excess Cashflow: For any Distribution Date, the excess,
if
any, of (x) the Available Distribution Amount for the Distribution
Date over
(y) the sum of the aggregate of the Class A Interest Distribution
Amounts
payable to the holders of the Senior Certificates, the Subordinated
Interest
Distribution Amounts payable to the holders of the Subordinated
Certificates
and the Principal Distribution Amount, in each case, for that
Distribution
Date.
Net
Mortgage Rate: With respect to any Mortgage Loan and any
Distribution Date, the related Mortgage Rate as of the Due Date in
the month
preceding the month of such Distribution Date reduced by the
Aggregate Expense
Rate for such Mortgage Loan.
Net
Prepayment Interest Shortfalls: As to any Distribution Date,
the
amount by which the aggregate of Prepayment Interest Shortfalls
exceeds the
Compensating Interest Payments for that Distribution Date (and any
amounts
paid by the Master Servicer in respect of such shortfalls pursuant
to Section
5.06). Each Class' pro rata share of the Net Interest Shortfalls on
the
Mortgage Loans shall be based on the amount of interest the Class
otherwise
would have been entitled to receive on such Distribution Date.
Net Swap
Payment: Not Applicable.
Net Swap
Receipt: Not Applicable.
Net WAC
Pass-Through Rate: For any Distribution Date and (a) the Group
1
Senior Certificates, the Group 1 Senior WAC Pass-Through Rate, (b)
the Group 2
Senior Certificates, the Group 2 Senior WAC Pass-Through Rate and
(c) the
Subordinated Certificates, the Pool Net WAC Pass-Through Rate.
Non-Book-Entry Certificate: Any Certificate other than a
Book-Entry
Certificate.
Non-Delay
Certificates: As specified in the Preliminary Statement.
Non-permitted Foreign Holder: As defined in Section 3.03(f).
Non-U.S.
Person: Any person other than a "United States person" within
the meaning of Section 7701(a)(30) of the Code.
Nonrecoverable Advance: Any portion of an Advance or Servicer
Advance
previously made or proposed to be made by the Master Servicer
and/or a
Servicer (as certified in an Officer's Certificate of such
Servicer), which in
the good faith judgment of such party, shall not be ultimately
recoverable by
such party from the related Mortgagor, related Liquidation Proceeds
or
otherwise.
Notional
Amount: Not applicable.
Notional
Amount Certificates: Not applicable.
Offered
Certificates: As specified in the Preliminary Statement.
Offering
Document: The Prospectus or the Memorandum, as applicable.
29
<PAGE>
Officer's
Certificate: A certificate signed by two Authorized Officers
of the Depositor or the Chairman of the Board, any Vice Chairman,
the
President, any Vice President or any Assistant Vice President of
the Master
Servicer or the Securities Administrator or in the case of any
other Person,
signed by an authorized officer of such Person, and in each case
delivered to
the Trustee or the Securities Administrator, as applicable signed
by an
authorized officer of that Person.
Officer's
Certificate of a Servicer: A certificate (i) signed by the
Chairman of the Board, the Vice Chairman of the Board, the
President, a
Managing Director, a Vice President (however denominated), an
Assistant Vice
President, the Treasurer, the Secretary, or one of the Assistant
Treasurers or
Assistant Secretaries of a Servicer, or (ii) if provided for
herein, signed by
a Servicing Officer, as the case may be, and delivered to the
Trustee, the
Securities Administrator or the Master Servicer, as required
hereby.
Opinion of
Counsel: A written opinion of counsel, reasonably acceptable
in form and substance to the Trustee, the Securities Administrator
or the
Master Servicer, as required hereby, and who may be in-house or
outside
counsel to the Depositor, the Master Servicer, the Securities
Administrator or
the Trustee but which must be Independent outside counsel with
respect to any
such opinion of counsel concerning the transfer of any Residual
Certificate or
concerning certain matters with respect to ERISA, or the taxation,
or the
federal income tax status, of each REMIC.
Original
Applicable Credit Support Percentage: Not applicable.
Originator: Any one of American Home Mortgage Corporation,
First
National Bank of Nevada, GreenPoint Mortgage Funding, Inc., Lydian
Private
Bank, MortgageIT, Inc., PHH Mortgage Corporation, Wachovia
Mortgage
Corporation and Wilmington Finance, Inc., as applicable.
Overcollateralization Increase Amount: With respect to any
Distribution
Date, the amount, if any, by which the Overcollateralization Target
Amount
exceeds the Overcollateralized Amount for such Distribution Date
(calculated
for this purpose only after assuming that 100% of the Principal
Remittance
Amount on such Distribution Date has been distributed).
Overcollateralization Release Amount: For any Distribution Date,
the
lesser of (1) the Principal Remittance Amount and (2) the excess of
(a) the
Overcollateralized Amount over (b) the Overcollateralization Target
Amount. In
addition, in connection with the final distribution on the
Certificates
pursuant to Section 7.02 hereof, the Overcollateralization Release
Amount for
the related Distribution Date shall also include the excess, if any
of, (a)
the purchase price paid for the Mortgage Loans and any REO
Properties related
to the Mortgage Loans pursuant to Section 7.01 hereof, less any
costs incurred
by the Trust Fund in connection with the liquidation thereof
pursuant to
Section 7.02 hereof, over (b) the amount distributed on the
Certificates
(other than the Class OC Certificates) on that Distribution
Date.
Overcollateralization Target Amount: With respect to any
Distribution
Date (i) prior to the Stepdown Date, the product of (x) 1.00% and
(y) the
aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off
Date, (ii) on and after the Stepdown Date, provided that a
30
<PAGE>
Trigger Event is not in effect for that Distribution Date, the
lesser of (a)
the product of (x) 2.00% and (y) the aggregate Stated Principal
Balance of the
Mortgage Loans as of the related Due Date and (b) the product of
(x) 1.00% and
(y) the aggregate Stated Principal Balance of the Mortgage Loans as
of the
Cut-off Date and (iii) on and after the Stepdown Date, if a Trigger
Event is
in effect, the Overcollateralization Target Amount for the
immediately
preceding Distribution Date; provided, however, that on each
Distribution Date
the Overcollateralization Target Amount shall not be lower than
$1,913,789.
Overcollateralized Amount: As of the Closing Date, an amount equal
to
$5,475,792. With respect to any Distribution Date following the
Closing Date,
the amount by which the aggregate Stated Principal Balance of the
Mortgage
Loans as of the last day of the related Due Period exceeds the
aggregate Class
Principal Balance of the Offered Certificates after taking into
account all
payments of principal on such Distribution Date.
Pass-Through Margin: For each Class of LIBOR Certificates (other
than
the Class 1-A-1 Certificates) and the Interest Accrual Period
related to each
Distribution Date, as follows:
(1)
(2)
(3)
-------- --------
-------
Class 2-A-1-SS
0.11000% 0.22000%
5.4300%
Class 2-A-1-M
0.22000% 0.44000%
5.5400%
Class M-1
0.70000% 1.05000%
6.0200%
Class M-2
0.75000% 1.12500%
6.0700%
Class M-3
0.80000% 1.20000%
6.1200%
Class M-4
1.10000% 1.65000%
6.4200%
Class M-5
1.25000% 1.87500%
6.5700%
Class M-6
1.40000% 2.10000%
6.7200%
Class B-1
1.50000% 2.25000%
(4)
Class B-2
1.75000% 2.62500%
(4)
Class B-3
2.40000% 3.60000%
(4)
----------
(1) For the
Interest Accrual Period for each Distribution Date occurring on
or prior
to the Initial Optional Termination Date.
(2) For each
Interest Accrual Period following the Initial Optional
Termination Date relating to the Certificates.
(3) The
Pass-Through Rate for each Class of Certificates during the
Interest
Accrual
Period related to the first Distribution Date.
(4) The
Pass-Through Rates for the Class B-1, Class B-2 and Class B-3
Certificates for the Interest Accrual Period related to the
first
Distribution Date are limited by the Pool Net WAC Pass-Through Rate
of
6.81278%
per annum.
Pass-Through Rate: For any interest bearing Class of Certificates
or
Component, the per annum rate set forth or calculated in the manner
described
in the Preliminary Statement.
31
<PAGE>
Paying
Agent: Any paying agent appointed pursuant to Section 3.08. The
initial Paying Agent shall be the Securities Administrator under
this
Agreement.
PCOAB: The
Public Company Accounting Oversight Board.
Percentage
Interest: As to any Certificate, the percentage interest
evidenced thereby in distributions required to be made on the
related Class,
such percentage interest being set forth on the face thereof or
equal to the
percentage obtained by dividing the initial principal balance or
notional
amount, as applicable, of such Certificate by the aggregate of the
Class
Principal Balance or Notional Amount, as applicable, of all
Certificates of
the same Class.
Permitted
Investments: At any time, any one or more of the following
obligations and securities:
(i) obligations of the United States or any agency thereof,
provided
that such obligations are backed by the full faith and credit
of the
United States;
(ii) general obligations of or obligations guaranteed by any
state
of the
United States or the District of Columbia receiving the highest
long-term
debt rating of each Rating Agency, or such lower rating as
shall not
result in the downgrading or withdrawal of the ratings then
assigned
to the Certificates by the Rating Agencies, as evidenced by a
signed
writing delivered by each Rating Agency;
(iii) commercial or finance company paper which is then
receiving
the
highest commercial or finance company paper rating of each
Rating
Agency
rating such paper, or such lower rating as shall not result in
the
downgrading or withdrawal of the ratings then assigned to the
Certificates by the Rating Agencies, as evidenced by a signed
writing
delivered
by each Rating Agency;
(iv) certificates of deposit, demand or time deposits, or
bankers'
acceptances issued by any depository institution or trust
company
incorporated under the laws of the United States or of any state
thereof
and
subject to supervision and examination by federal and/or state
banking
authorities, provided that the commercial paper and/or
long-term
unsecured
debt obligations of such depository institution or trust
company
(or in the case of the principal depository institution in a
holding
company system, the commercial paper or long-term unsecured
debt
obligations of such holding company, but only if Moody's is not
the
applicable
Rating Agency) are then rated one of the two highest
long-term
and the highest short-term ratings of each Rating Agency for
such
securities, or such lower ratings as shall not result in the
downgrading or withdrawal of the ratings then assigned to the
Certificates by the Rating Agencies, as evidenced by a signed
writing
delivered
by each Rating Agency;
(v) demand or time deposits or certificates of deposit issued
by
any bank
or trust company or savings institution to the extent that such
deposits
are fully insured by the FDIC;
(vi) guaranteed reinvestment agreements issued by any bank,
insurance
company or other corporation acceptable to the Rating Agencies
at the
time of the
32
<PAGE>
issuance
of such agreements, as evidenced by a signed writing delivered
by each
Rating Agency;
(vii) repurchase obligations with respect to any security
described
in clauses (i) and (ii) above, in either case entered into
with a
depository institution or trust company (acting as principal)
described
in clause (iv) above;
(viii) securities (other than stripped bonds, stripped coupons
or
instruments sold at a purchase price in excess of 115% of the
face
amount
thereof) bearing interest or sold at a discount issued by any
corporation incorporated under the laws of the United States or
any
state
thereof which, at the time of such investment, have one of the
two
highest
ratings of each Rating Agency (except if the Rating Agency is
Moody's,
such rating shall be the highest commercial paper rating of
Moody's
for any such series), or such lower rating as shall not result
in the
downgrading or withdrawal of the ratings then assigned to the
Certificates by the Rating Agencies, as evidenced by a signed
writing
delivered
by each Rating Agency;
(ix) interests in any money market fund which at the date of
acquisition of the interests in such fund and throughout the time
such
interests
are held in such fund has the highest applicable rating by
each
Rating Agency rating such fund or such lower rating as shall
not
result in
a change in the rating then assigned to the Certificates by
each
Rating Agency, as evidenced by a signed writing delivered by
each
Rating
Agency, including funds for which the Trustee, the Master
Servicer,
the Securities Administrator or any of its Affiliates is
investment
manager or adviser;
(x) short-term investment funds sponsored by any trust company
or
national
banking association incorporated under the laws of the United
States or
any state thereof which on the date of acquisition has been
rated by
each applicable Rating Agency in their respective highest
applicable
rating category or such lower rating as shall not result in a
change in
the rating then specified stated maturity and bearing interest
or sold at
a discount acceptable to each Rating Agency as shall not
result in
the downgrading or withdrawal of the ratings then assigned to
the
Certificates by the Rating Agencies, as evidenced by a signed
writing
delivered by each Rating Agency; and
(xi) such other investments having a specified stated maturity
and
bearing
interest or sold at a discount acceptable to the Rating
Agencies
as shall
not result in the downgrading or withdrawal of the ratings then
assigned
to the Certificates by the Rating Agencies, as evidenced by a
signed
writing delivered by each Rating Agency;
provided, that no such instrument shall be a Permitted Investment
if (i) such
instrument evidences the right to receive interest only payments
with respect
to the obligations underlying such instrument or (ii) such
instrument would
require the Depositor to register as an investment company under
the
Investment Company Act of 1940, as amended.
Person:
Any individual, corporation, partnership, joint venture,
association, joint-stock company, limited liability company,
trust,
unincorporated organization or government or any agency or
political
subdivision thereof.
33
<PAGE>
PHH
Purchase and Servicing Agreement: Collectively, the PHH
Purchase
Agreement and the PHH Servicing Agreement.
PHH
Purchase Agreement: The Mortgage Loan Purchase and Warranties
Agreement listed in Exhibit E hereto among the Seller, PHH
Mortgage
Corporation (formerly known as Cendant Mortgage Corporation), as a
seller and
servicer, and Bishop 's Gate Residential Mortgage Trust, as a
seller.
PHH Servicing
Agreement: Second Amended and Restated Mortgage Loan Flow
Purchase, Sale & Servicing Agreement listed on Exhibit E hereto
between the
Seller and PHH Mortgage Corporation (formerly known as Cendant
Mortgage
Corporation) and Bishop's Gate Residential Mortgage Trust.
PHH
Serviced Mortgage Loan: Each Mortgage Loan originated and
serviced
by PHH Mortgage Corporation (formerly known as Cendant Mortgage
Corporation)
and listed on the Mortgage Loan Schedule.
Plan: Any
employee benefit plan or other plan or arrangement subject to
Section 406 of ERISA or Section 4975 of the Code, including
individual
retirement accounts and annuities, Keogh plans and collective
investment funds
and separate accounts in which such plans, accounts or arrangements
are
invested.
Plan Asset
Regulations: The Department of Labor regulations set forth in
29 C.F.R. ss.2510.3-101.
Planned
Balance: With respect to any group of Planned Principal Classes
or Components in the aggregate and any Distribution Date appearing
in Schedule
B hereto, the Aggregate Planned Balance for such group and
Distribution Date.
With respect to any other Planned Principal Class or Component and
any
Distribution Date appearing in Schedule B hereto, the applicable
amount
appearing opposite such Distribution Date for such Class or
Component.
Planned
Principal Classes: As specified in the Preliminary Statement.
Pool Net
WAC Pass-Through Rate: For any Distribution Date, a per annum
rate equal to the weighted average of the Net Mortgage Rates of the
Mortgage
Loans as of the first day of the month preceding the month in which
such
Distribution Date occurs, adjusted, in the case of the LIBOR
Certificates
(except for the Class 1-A-1 Certificates), to accrue on the basis
of a 360-day
year and the actual number of days in the related Interest Accrual
Period, and
in the case of the Class 1-A-1 Certificates, to accrue on the one
month period
commencing on the 25th day of the month preceding the month in
which such
Distribution Date occurs and ending on the 24th day of the month in
which such
Distribution Date occurs, except that with respect to the April
2007
Distribution Date, the number of days in the related Interest
Accrual Period
will be 26; provided, that in the case of the LIBOR Certificates
(except for
the Class 1-A-1, Class 2-A-1-SS and Class 2-A-1-M Certificates),
such rate
shall not exceed 11.00000%, and in the case of the Class 1-A-1
Certificates,
such rate shall not exceed 6.10000%.
Prepayment
Interest Shortfall: With respect to each Mortgage Loan, the
amount of the shortfall in interest payable on such Mortgage Loan
that occurs
as a result of the prepayment by
34
<PAGE>
the related Mortgagor of such Mortgage Loan calculated in
accordance with
formula set forth in the related Purchase and Servicing
Agreement.
Prepayment
Penalty: As to a Mortgage Loan, any penalty payable by a
Mortgagor in connection with certain partial prepayments and all
prepayments
in full made within the related Prepayment Penalty Period, the
Prepayment
Penalties with respect to each applicable Mortgage Loan so held by
the Trust
Fund being identified in the Prepayment Penalty Schedule.
Prepayment
Penalty Period: As to any Mortgage Loan, the period of time
during which a Prepayment Penalty may be imposed.
Prepayment
Penalty Schedule: As of any date, the list of Prepayment
Penalties included in the Trust Fund on that date (including the
Prepayment
Penalty summary attached thereto). The Prepayment Penalty Schedule
shall set
forth, by Loan Group, the following information with respect to
each
Prepayment Penalty:
o
the Mortgage Loan account number;
o a
code indicating the type of Prepayment Penalty;
o
the state of origination in which the related Mortgage Property
is
located;
o
the first date on which a monthly payment is or was due under
the
related
Mortgage Note;
o
the term of the Prepayment Penalty;
o
the original principal amount of the related Mortgage Loan; and
o
the Cut-off Date Principal Balance of the related Mortgage
Loan.
The
Prepayment Penalty Schedule shall be amended from time to time
by
the Seller in accordance with this Agreement.
Prepayment
Period: With respect to any Mortgage Loan and any
Distribution Date, the calendar month preceding that Distribution
Date.
Prepayment
Shift Percentage: Not applicable.
Primary
Mortgage Insurance Policy: Each policy of primary mortgage
guaranty insurance or any replacement policy therefor with respect
to any
Mortgage Loan.
Principal
Distribution Amount: For any Distribution Date will be the sum
of the Basic Principal Distribution Amount and the Extra
Principal
Distribution Amount, in each case for that Distribution Date, and,
with
respect to the first Distribution Date, the $100 deposited in
respect of the
Class A-R Certificates pursuant to Section 2.01 hereof.
Principal
Prepayment: Any payment of principal by a Mortgagor on a
Mortgage Loan that is received in advance of its scheduled Due Date
and is not
accompanied by an amount
35
<PAGE>
representing scheduled interest due on any date or dates in any
month or
months subsequent to the month of prepayment.
Principal
Prepayment in Full: Any Principal Prepayment made by a
Mortgagor of the entire principal balance of a Mortgage Loan.
Principal
Reductions: Not applicable.
Principal
Remittance Amount: For any Distribution Date, the sum of
(i) the principal
portion of all Scheduled Payments on the
Mortgage
Loans due during the related Due Period, whether or not
received
on or prior to the related Determination Date;
(ii) the principal portion of all proceeds received in respect
of
the
repurchase of a Mortgage Loan (or, in the case of a
substitution,
certain
amounts representing a principal adjustment as required by this
Agreement)
during the related Prepayment Period; and
(iii) the principal portion of all other unscheduled
collections,
including
Insurance Proceeds, condemnation proceeds, Liquidation
Proceeds
and all partial Principal Prepayments and Principal Prepayments
in full,
received during the related Prepayment Period, to the extent
applied as
recoveries of principal on the Mortgage Loans,
provided, that in no event will the Principal Remittance Amount
with respect
to any Distribution Date be (x) less than zero or (y) greater than
the then
outstanding aggregate Class Principal Balance of the
Certificates.
Private
Certificate: As specified in the Preliminary Statement.
Pro Rata
Portion: With respect to any Class of Senior Certificates in a
Senior Certificate Group and any Distribution Date, the product of
(x) a
fraction, the numerator of which is the Class Principal Balance of
that class
of Senior Certificates immediately prior to that Distribution Date,
and the
denominator of which is equal to the aggregate Class Principal
Balance of the
Senior Certificates in that Senior Certificate Group immediately
prior to that
Distribution Date, and (y) the portion of the Senior Principal
Allocation
Amount payable to all of the classes of Senior Certificates in that
Senior
Certificate Group on that Distribution Date.
Pro Rata
Share: Not applicable.
Pro Rata
Subordinated Percentage: Not applicable.
Proceeding: Any suit in equity, action at law or other judicial
or
administrative proceeding.
Proprietary Lease: With respect to any Cooperative Property, a
lease or
occupancy agreement between a Cooperative Corporation and a holder
of related
Cooperative Shares.
36
<PAGE>
Prospectus: The prospectus supplement dated March 27, 2007,
together
with the accompanying prospectus dated December 1, 2006, relating
to the
Offered Certificates.
Purchase
and Servicing Agreements: Collectively, the mortgage loan
purchase and servicing agreements, each as amended by the
related
Acknowledgement, listed in Exhibit E hereto, as each such agreement
may be
amended or supplemented from time to time as permitted
hereunder.
Purchase
Date: As defined in Section 7.01(c).
Purchase
Price: With respect to any Mortgage Loan required or permitted
to be purchased by the Seller or Depositor pursuant to this
Agreement, or by
the related Originator or Servicer pursuant to the related Purchase
and
Servicing Agreement, an amount equal to the sum of (i) 100% of the
unpaid
principal balance of the Mortgage Loan on the date of such purchase
and (ii)
accrued interest thereon at the applicable Net Mortgage Rate from
the date
through which interest was last paid by the Mortgagor to the Due
Date in the
month in which the Purchase Price is to be distributed to
Certificateholders,
or such other amount as may be specified in the related Purchase
and Servicing
Agreement and (iii) costs and damages incurred by the Trust Fund in
connection
with a repurchase pursuant to Section 2.05 hereof that arises out
of a
violation of any predatory or abusive lending law with respect to
the related
Mortgage Loan.
Rating
Agency: Each of the Rating Agencies specified in the
Preliminary
Statement. If any such organization or a successor is no longer in
existence,
"Rating Agency" shall be such nationally recognized statistical
rating
organization, or other comparable Person, as is designated by the
Depositor,
notice of which designation shall be given to the Trustee.
References herein
to a given rating category of a Rating Agency shall mean such
rating category
without giving effect to any modifiers.
Realized
Loss: With respect to each Liquidated Mortgage Loan, an amount
(not less than zero or more than the Stated Principal Balance of
the related
Mortgage Loan) as of the date of such liquidation, equal to (i) the
Stated
Principal Balance of the Liquidated Mortgage Loan as of the date of
such
liquidation, plus (ii) interest at the Net Mortgage Rate from the
Due Date as
to which interest was last paid or advanced (and not reimbursed)
to
Certificateholders up to the Due Date in the month in which
Liquidation
Proceeds are required to be distributed on the Stated Principal
Balance of
such Liquidated Mortgage Loan from time to time, minus (iii) the
Liquidation
Proceeds, if any, received during the month in which such
liquidation
occurred, to the extent applied as recoveries of interest at the
Net Mortgage
Rate and to principal of the Liquidated Mortgage Loan. With respect
to each
Mortgage Loan which has become the subject of a Deficient
Valuation, if the
principal amount due under the related Mortgage Note has been
reduced, the
difference between the principal balance of the Mortgage Loan
outstanding
immediately prior to such Deficient Valuation and the principal
balance of the
Mortgage Loan as reduced by the Deficient Valuation. With respect
to each
Mortgage Loan which has become the subject of a Debt Service
Reduction and any
Distribution Date, the amount, if any, by which the principal
portion of the
related Scheduled Payment has been reduced.
37
<PAGE>
To the
extent the Master Servicer or a 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 by such
Subsequent
Recoveries.
Recognition Agreement: An agreement among a Cooperative
Corporation, a
lender and a Mortgagor with respect to a Cooperative Loan whereby
such parties
(i) acknowledge that such lender may make, or intends to make,
such
Cooperative Loan, and (ii) make certain agreements with respect to
such
Cooperative Loan.
Record
Date: As to any Distribution Date (i) with respect to the
Non-Delay Certificates, the last Business Day preceding such
Distribution Date
(or the Closing Date, in the case of the first Distribution Date)
unless such
Certificates shall no longer be Book-Entry Certificates, in which
case the
Record Date shall be the last Business Day of the month preceding
the month of
such Distribution Date and (ii) in the case of the Delay
Certificates
(including the Non-Delay Certificates that are subsequently
reissued as
Definitive Certificates), the last Business Day of the month
preceding the
month of each Distribution Date.
Redemption
Price: With respect to any Class of Certificates to be
redeemed, an amount equal to 100% of the related Class Principal
Balance of
the Certificates to be so redeemed, together with interest on such
amount at
the applicable Pass-Through Rate through the related Accrual Period
(as
increased by any Class Unpaid Interest Amounts), and including, in
the case of
the Redemption Price payable in connection with the redemption and
retirement
of all of the Certificates, all amounts (including, without
limitation, all
previously unreimbursed Advances and Servicer Advances and accrued
and unpaid
Servicing Fees) payable or reimbursable to the Trustee, the
Securities
Administrator, the Master Servicer, the Servicers or the Custodian
pursuant to
this Agreement, the Purchase and Servicing Agreements, or the
Custodial
Agreements (to the extent such amounts are not paid to the
Custodian by the
Seller).
Refinancing Mortgage Loan: Any Mortgage Loan originated in
connection
with the refinancing of an existing mortgage loan.
Regular
Certificates: As specified in the Preliminary Statement.
Regulation
AB: Subpart 229.1100 - Asset Backed Securities (Regulation
AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may be amended from
time to
time, and subject to such clarification and interpretation as have
been
provided by the Commission in the adopting release (Asset-Backed
Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan.
7, 2005))
or by the staff of the Commission, or as may be provided by the
Commission or
its staff from time to time.
Reimbursement Amount: Not applicable.
Relevant
Servicing Criteria: The Servicing Criteria applicable to the
various parties, as set forth on Exhibit O attached 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, any Servicer
or any
Custodian, the term "Relevant Servicing Criteria" may refer to a
portion of
the Relevant Servicing Criteria applicable to such parties.
38
<PAGE>
Relief
Act: The Servicemembers' Civil Relief Act (formerly known as
the
Soldiers' and Sailors' Civil Relief Act of 1940), as amended, and
any similar
state laws.
Relief Act
Interest Shortfalls: With respect to any Distribution Date
and any Mortgage Loan as to which there has been a reduction in the
amount of
interest collectible thereon for the most recently ended calendar
month as a
result of the application of the Relief Act, the amount, if any, by
which (i)
interest collectible on such Mortgage Loan for the most recently
ended
calendar month is less than (ii) interest accrued thereon for such
month
pursuant to the Mortgage Note.
Relief Act
Reduction: A reduction in the amount of the monthly interest
payment on a Mortgage Loan pursuant to the Servicemembers' Civil
Relief Act.
REMIC:
Each pool of assets in the Trust Fund designated as a REMIC as
described in the Preliminary Statement.
REMIC 1:
As specified in the Preliminary Statement.
REMIC 1
Interest: As specified in the Preliminary Statement.
REMIC 1
Regular Interest: As specified in the Preliminary Statement.
REMIC
Provisions: The provisions of the federal income tax law
relating
to real estate mortgage investment conduits, which appear at
Sections 860A
through 860G of 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.
REO
Property: A Mortgaged Property acquired by the Trust Fund
through
foreclosure or deed-in-lieu of foreclosure in connection with a
defaulted
Mortgage Loan or otherwise treated as having been acquired pursuant
to the
REMIC Provisions.
Replacement Mortgage Loan: A mortgage loan substituted by an
Originator
or the Seller for a Deleted Mortgage Loan which must, on the date
of such
substitution, as confirmed in a Request for Release, (i) have a
Stated
Principal Balance, after deduction of all Scheduled Payments due in
the month
of substitution, not in excess of the Stated Principal Balance of
the Deleted
Mortgage Loan, (ii) if such Mortgage Loan is a fixed-rate Mortgage
Loan, have
a Mortgage Rate not less than (and not more than two percentage
points greater
than) the mortgage rate of the Deleted Mortgage Loan, (iii) if such
Mortgage
Loan is an adjustable-rate Mortgage Loan, have a Mortgage Rate not
less than
(and not more than two percentage points greater than) the mortgage
rate of
the Deleted Mortgage Loan, (iv) have a Loan-to-Value Ratio equal to
or less
than that of the Deleted Mortgage Loan, (v) have a remaining term
to maturity
not greater than (and not more than one year less than) that of the
Deleted
Mortgage Loan, (vi) is otherwise acceptable to the Seller, (vii) if
such
Mortgage Loan is an adjustable-rate Mortgage Loan, have the same
adjustment
date as that of the Deleted Mortgage Loan, (viii) if such Mortgage
Loan is an
adjustable-rate Mortgage Loan, have a minimum Mortgage Rate not
less than that
of the Deleted Mortgage Loan, (ix) if such Mortgage Loan is an
adjustable-rate
Mortgage Loan, have the same Index as that of the Deleted Mortgage
Loan, (x)
comply with all of the representations
39
<PAGE>
and warranties set forth in the related underlying servicing
agreement, as
modified by any related assignment thereof, and (xi) shall be
accompanied by
an Opinion of Counsel that such Replacement Mortgage Loan would not
adversely
affect the REMIC status of any REMIC created hereunder or would not
otherwise
be prohibited by this Pooling and Servicing Agreement.
Replacement Swap Counterparty Payment: Not Applicable.
Reportable
Event: As defined in Section 12.03 hereof.
Reporting
Party: The Depositor, any Originator, the Master Servicer, any
Custodian, any Servicer, any originator identified in the
Prospectus
Supplement, the Corridor Contract Counterparty, any credit
enhancement
provider described herein and any other material transaction party
as may be
mutually agreed between the Depositor and the Master Servicer from
time to
time for the purpose of complying with the requirements of the
Commission.
Reporting
Subcontractor: With respect to the Master Servicer, the
Securities Administrator or any Custodian, any Subcontractor
determined by
such Person pursuant to Section 12.08(b) to be "participating in
the servicing
function" within the meaning of Item 1122 of Regulation AB.
References to a
Reporting Subcontractor shall refer only to the Subcontractor of
such Person
and shall not refer to Subcontractors generally.
Repurchase
Price: With respect to any Mortgage Loan purchased from the
Trust pursuant to Section 2.07 hereof, 100% of the unpaid principal
balance of
such Mortgage Loan, plus all related accrued and unpaid interest,
and the
amount of any unreimbursed Servicing Advances made by the Servicers
or the
Master Servicer related to the Mortgage Loan.
Request
for Release: The Request for Release submitted by the
applicable
Servicer to the Trustee or the applicable Custodian, as
applicable,
substantially in the form of Exhibit M or the equivalent form under
the
applicable Custodial Agreement.
Required
Coupon: Not applicable.
Required
Distributions: Not applicable.
Reserve
Fund: The Basis Risk Carry Forward Reserve Fund or the Class
1-A-1 Reserve Fund, as the context requires.
Reserve
Fund Deposit: With respect to each Reserve Fund, $1,000.
Residual
Certificate: The Class A-R Certificates.
Responsible Officer: With respect to the Trustee, any officer in
the
corporate trust department or similar group of the Trustee with
direct
responsibility for the administration of this Agreement and also,
with respect
to a particular corporate trust matter, any other officer to whom
such matter
is referred because of his or her knowledge of and familiarity with
the
particular subject. With respect to the Master Servicer, any
officer in its
master servicing operations with direct responsibility for the
Administration
of this Agreement. With respect to the Securities
40
<PAGE>
Administrator, any officer in the corporate trust department or
similar group
of the Securities Administrator with direct responsibility for
the
administration of this Agreement and also, with respect to a
particular
corporate trust matter, any other officer to whom such matter is
referred
because of his or her knowledge of and familiarity with the
particular
subject.
Restricted
Classes: As defined in Section 5.02(e).
Restricted
Global Security: As defined in Section 3.01(c).
Rule 144A:
Rule 144A under the Securities Act.
S&P:
Standard & Poor's, a division of The McGraw-Hill Companies,
Inc. If
S&P is designated as a Rating Agency in the Preliminary
Statement, for
purposes of Section 11.07 the address for notices to S&P shall
be Standard &
Poor's, 55 Water Street, New York, New York 10041, Attention:
Mortgage
Surveillance Monitoring, or such other address as S&P may
hereafter furnish to
the Depositor and the Master Servicer.
SAIF: The
Saving's Association Insurance Fund, or any successor thereto.
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 covering
the
activities of all Servicing Function Participants and signed by a
senior
officer of the Master Servicer in charge of the master servicing
function that
complies with (i) the Sarbanes-Oxley Act of 2002, as amended from
time to
time, and (ii) Exchange Act Rules 13a-14(d) and 15d-14(d), as in
effect from
time to time.
Scheduled
Balances: Not applicable.
Scheduled
Payment: The scheduled monthly payment on a Mortgage Loan due
on any Due Date allocable to principal and/or interest on such
Mortgage Loan
which, unless otherwise specified in the related Purchase and
Servicing
Agreement, shall give effect to any related Debt Service Reduction
and any
Deficient Valuation that affects the amount of the monthly payment
due on such
Mortgage Loan.
Scheduled
Principal Classes: As specified in the Preliminary Statement.
Scheduled
Principal Distribution Amount: Not applicable.
Securities
Act: The Securities Act of 1933, as amended, and the rules
and regulations thereunder.
Securities
Administrator: Wells Fargo Bank, National Association, not in
its individual capacity but solely as Securities Administrator, or
any
successor in interest, or if any successor Securities Administrator
shall be
appointed as herein provided, then such successor Securities
Administrator.
41
<PAGE>
Securities
Administrator Compensation: With respect to any Securities
Administrator that is a successor to Wells Fargo Bank, National
Association as
Securities Administrator, the portion of the earnings on the funds
on deposit
in the Distribution Account payable on each Distribution Date
pursuant to
Section 4.02(b)(ii) hereof agreed to by and between such
Securities
Administrator and the successor master servicer; provided, that (x)
such
Securities Administrator Compensation payable on each Distribution
Date shall
equal at least one day's earnings accrued since the prior
Distribution Date
and (y) the sum of such Securities Administrator Compensation and
the Master
Servicer Compensation payable on each Distribution Date shall not
exceed the
total earnings on the funds on deposit in the Distribution Account
payable on
each Distribution Date pursuant to Section 4.02(b)(ii) hereof
earned since the
prior Distribution Date.
Seller: Morgan Stanley
Mortgage Capital Inc., a New York corporation.
Senior
Certificate Group: As specified in the Preliminary Statement.
Senior
Certificates: As specified in the Preliminary Statement.
Senior
Defaulted Swap Termination Payment: Not Applicable.
Senior
Enhancement Percentage: For any Distribution Date, the
percentage
obtained by dividing (x) the sum of (i) the aggregate Class
Principal Balance
of the Subordinated Certificates and (ii) the Overcollateralized
Amount by (y)
the aggregate Stated Principal Balance of the Mortgage Loans as of
the end of
the related Due Period, calculated after taking into account
distributions of
principal on the Mortgage Loans and distribution of the Principal
Distribution
Amount to the holders of the Certificates then entitled to
distributions of
principal on such Distribution Date.
Senior
Interest Distribution Amount: For each Class of Senior
Certificates and any Distribution Date, the interest accrued during
the
related Interest Accrual Period on the related Class Principal
Balance of that
Class immediately prior to the Distribution Date at the
Pass-Through Rate for
that Class reduced (to an amount not less than zero), in the case
of such
Class, by the allocable share, if any, for that Class of Prepayment
Interest
Shortfalls to the extent not covered by Compensating Interest paid
by the
Master Servicer or the Servicers and Relief Act Interest
Shortfalls, together
with the Interest Carry Forward Amount, if any, for such
Distribution Date for
such Class of Senior Certificates and in the case of the first
Distribution
Date, the amount deposited in respect of interest on the Class
A-R
Certificates.
Senior
Principal Distribution Amount: With respect to any Distribution
Date (i) prior to the Stepdown Date or on or after the Stepdown
Date if a
Trigger Event is in effect for that Distribution Date, the
Principal
Distribution Amount or (ii) on or after the Stepdown Date if a
Trigger Event
is not in effect for that Distribution Date, the lesser of:
the
Principal Distribution Amount for that Distribution Date; and
the excess
(if any) of (A) the aggregate Class Principal Balance of the
Senior Certificates immediately prior to that Distribution Date
over
(B) the lesser of (i)
the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period
multiplied by 87.50% and (ii) the amount, if any, by which (x)
the
aggregate
42
<PAGE>
Stated Principal Balance of the Mortgage Loans as of the last day
of
the related Due Period exceeds (y) $1,913,789.
Senior
Turbo Allocation Amount: Not applicable.
Sequential
Trigger Event: With respect to any Distribution Date, a
Sequential Trigger Event is in effect if (a) with respect to any
Distribution
Date occurring before April 2009, the circumstances in which the
aggregate
amount of Realized Losses incurred since the Cut-off Date through
the last day
of the related Prepayment Period divided by the aggregate Stated
Principal
Balance of the Mortgage Loans as of the Cut-off Date exceeds 0.20%
and (b)
with respect to any Distribution Date occurring in or after April
2009, a
Trigger Event is in effect.
Servicer:
Each Servicer under a Purchase and Servicing Agreement, and
its respective successors and assigns. As of the Closing Date, the
Servicers
of the Mortgage Loans shall be GMAC Mortgage, LLC, as successor in
interest to
GMAC Mortgage Corporation, GreenPoint Mortgage Funding, Inc., PHH
Mortgage
Corporation, Wachovia Mortgage Corporation and Wells Fargo Bank,
National
Association.
Servicer
Advance: A "Servicer Advance" or "Servicing Advance" as defined
in the applicable Purchase and Servicing Agreement.
Servicing
Criteria: The "servicing criteria" set forth in Item 1122(d)
of Regulation AB, as the same may be amended from time to time.
Servicing
Fee: As to any Distribution Date and each Mortgage Loan, an
amount equal to the product of (a) one-twelfth of the related
Servicing Fee
Rate and (b) the Stated Principal Balance of such Mortgage Loan as
of the
first day of the related Due Period.
Servicing
Fee Rate: With respect to each Mortgage Loan and any
Distribution Date, the per annum rate specified in the related
Purchase and
Servicing Agreement.
Servicing
Function Participant: Any Sub-Servicer, Subcontractor or any
other Person, other than each Servicer, the Master Servicer, the
Trustee, the
Securities Administrator and any Custodian, that is performing
activities
addressed by the Servicing Criteria.
Servicing
Officer: Any officer of the related Servicer involved in, or
responsible for, the administration and servicing of the related
Mortgage
Loans whose name and facsimile signature appear on a list of
servicing
officers furnished to the Master Servicer by the related Servicer
on the
Closing Date pursuant to the related Purchase and Servicing
Agreement, as such
list may from time to time be amended.
Shift
Percentage: With respect to each Distribution Date, the
percentage
set forth below for that Distribution Date:
43
<PAGE>
Distribution Date
Percentage
-----------------
----------
April 2007 --March 2010..................... 0%
April 2010 --March 2012..................... 45%
April 2012 --March 2013..................... 80%
April 2013 --March 2014..................... 100%
April 2014 and thereafter..................
300%
Similar
Law: As defined in Section 3.03(d) hereof.
Startup
Day: The day designated as such pursuant to Section 10.01(b)
hereof.
Stated
Principal Balance: As to any Mortgage Loan and Due Date, the
unpaid principal balance of such Mortgage Loan as of such Due Date
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
Principal Prepayments and Liquidation Proceeds allocable to
principal (other
than with respect to any Liquidated Mortgage Loan) and to the
payment of
principal due on such Due Date and irrespective of any delinquency
in payment
by the related Mortgagor.
Stepdown
Date: The later to occur of:
(1)
the earlier to
occur of
(x) the Distribution Date in April 2010, and
(y) the Distribution Date on which the aggregate Class
Principal
Balance of
the Senior Certificates is reduced to zero; and
(2) the
first Distribution Date on which the Senior Enhancement
Percentage (calculated for this purpose only after taking into
account
distributions of principal on the Mortgage Loans, but prior to
any
distribution of the Principal Distribution Amount to the holders of
the
Certificates on the Distribution Date) is greater than or equal to
12.50%.
Subcontractor: Any vendor, subcontractor or other Person that is
not
responsible for the overall servicing (as "servicing" is commonly
understood
by participants in the mortgage-backed securities market) of
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 (including a Sub-Servicer of any Servicer), the
Securities
Administrator, the Master Servicer, the Trustee or any Custodian,
as the case
may be.
Subordinated Basis Risk Carry Forward Amount: With respect to any
Class
of Subordinated Certificates and any Distribution Date, an amount
equal to the
sum of (i) the excess, if any, of (x) the amount of interest such
Class of
Subordinated Certificates would have been entitled to receive on
such
Distribution Date if neither (a) the Pool Net WAC Cap nor (b) the
maximum per
annum rate of 11.000% had been applicable to such Class on such
Distribution
Date over (y) the amount of interest accrued on such Distribution
Date at the
lesser of (a) the Pool Net WAC Cap and (b) the maximum per annum
rate of
11.000%, and (ii) the related Basis
44
<PAGE>
Risk Carry Forward Amount for the previous Distribution Date not
previously
distributed together with interest thereon at a rate equal to the
related
Pass-Through Rate (without being limited by the Pool Net WAC
Pass-Through
Rate) for such Class of Subordinated Certificates for the most
recently ended
Interest Accrual Period.
Subordinated Certificates: As specified in the Preliminary
Statement.
Subordinated Interest Distribution Amount: With respect to any
Class of
Subordinated Certificates and any Distribution Date, interest
accrued during
the related Interest Accrual Period on the related Class Principal
Balance of
that Class immediately prior to the Distribution Date at the
Pass-Through Rate
for that Class reduced (to an amount not less than zero), in the
case of such
Class, by the allocable share, if any, for that Class of Prepayment
Interest
Shortfalls on the Mortgage Loans to the extent not covered by (x)
Compensating
Interest paid by the Master Servicer or the Servicers for the
Mortgage Loans
and (y) Relief Act Interest Shortfalls on the Mortgage Loans.
Subsequent
Recoveries: As to any Distribution Date, with respect to a
Liquidated Mortgage Loan that resulted in a Realized Loss in a
prior calendar
month, amounts received by the Securities Administrator from the
related
Servicer (net of any related expenses permitted to be reimbursed
pursuant to
Section 4.02) specifically related to such Liquidated Mortgage
Loan.
Sub-Servicer: Any Person that (i) is considered to be a
Servicing
Function Participant, (ii) services Mortgage Loans on behalf of any
Servicer,
and (iii) is responsible for the performance (whether directly or
through
sub-servicers or Subcontractors) of Servicing functions required to
be
performed under this Agreement, any related Servicing Agreement or
any
sub-servicing agreement that are identified in Item 1122(d) of
Regulation AB.
Substitution Adjustment Amount: As defined in the second paragraph
of
Section 2.05(b).
Substitution Event: Not Applicable.
Supplemental Interest Trust: The corpus of a trust created pursuant
to
Section 5.10 hereof, consisting of the Corridor Contract and
amounts on
deposit in the Class 1-A-1 Reserve Fund.
Swap
Account: Not Applicable.
Swap
Agreement: Not Applicable.
Swap
Counterparty: Not Applicable.
Swap
Payment Allocation: Not Applicable.
Swap
Payment Rate: Not Applicable.
Swap
Termination Date: Not Applicable.
Swap
Termination Payment: Not Applicable.
45
<PAGE>
Targeted
Balance: With respect to any group of Targeted Principal
Classes or Components in the aggregate and any Distribution Date
appearing in
Schedule B hereto, the Aggregate Targeted Balance for such group
and
Distribution Date. With respect to any other Targeted Principal
Class or
Component and any Distribution Date appearing in Schedule B hereto,
the
applicable amount appearing opposite such Distribution Date for
such Class or
Component.
Tax
Matters Person: The person designated as "tax matters person" in
the
manner provided under Treasury regulation ss. 1.860F-4(d) and
temporary
Treasury regulation ss.301.6231(a)(7)1T. Initially, the Tax Matters
Person
shall be the Securities Administrator.
Tax
Matters Person Certificate: The Class A-R Certificate with a
Denomination of $0.01.
Three
Month Rolling Average: With respect to the end of the Due
Period
related to any Distribution Date, the rolling 3 month average
percentage of
the aggregate Stated Principal Balance of the Mortgage Loans that
are 60 or
more days Delinquent (including Mortgage Loans in foreclosure, REO
Property or
discharged in bankruptcy).
Trigger
Event: With respect to any Distribution Date, a Trigger Event
is
in effect if (x) the Three Month Rolling Average with respect to
the Mortgage
Loans exceeds 50.00% of the Senior Enhancement Percentage for the
prior
Distribution Date, or (y) the aggregate amount of Realized Losses
on the
Mortgage Loans incurred since the Cut-off Date through the last day
of the
related Due Period divided by the aggregate outstanding principal
balance of
the Mortgage Loans as of the Cut-off exceeds the applicable
percentages set
forth below with respect to such Distribution Date:
Distribution Date
Percentage
April 2009 -- March 2010............... 0.20% for the first month,
plus an
additional 1/12th of 0.35% for each
month thereafter
April 2010 -- March 2011............... 0.55% for the first month,
plus an
additional 1/12th of 0.35% for each
month thereafter
April 2011 -- March 2012............... 0.90% for the first month,
plus an
additional 1/12th of 0.40% for each
month thereafter
April 2012 --March 2013................ 1.30% for the first month,
plus an
additional 1/12th of 0.25% for each
month thereafter
April 2013 and thereafter.............. 1.55%
Trust:
Morgan Stanley Mortgage Loan Trust 2007-6XS.
Trust
Fund: The corpus of the trust created pursuant to this
Agreement
consisting of (i) the Mortgage Loans and all interest and principal
received
on or with respect thereto after the Cut-off Date (other than
Scheduled
Payments due on or prior to the Cut-off Date) to the extent not
applied in
computing the Cut-off Date Principal Balance thereof; (ii) all
cash,
instruments or property held or required to be held in the
Custodial Accounts,
the Distribution Account and all amounts deposited therein pursuant
to the
applicable provisions of this Agreement; (iii) property
46
<PAGE>
that secured a Mortgage Loan and has been acquired by
foreclosure,
deed-in-lieu of foreclosure or otherwise; (iv) the Depositor's
rights assigned
to the Trustee under the Purchase and Servicing Agreements, as
modified by the
Acknowledgements and under the Custodial Agreements; (v) all
insurance
policies related to the Mortgage Loans and any insurance proceeds;
(vi) the
pledge, control and guaranty agreements and the Limited Purpose
Surety Bond
relating to the Additional Collateral Mortgage Loans; (vii) the
amounts on
deposit in the Basis Risk Carry Forward Reserve Fund; and (viii)
all proceeds
of the conversion, voluntary or involuntary, of any of the
foregoing. The
Corridor Contract and the amounts on deposit in the Class 1-A-1
Reserve Fund
are assets of the Supplemental Interest Trust.
Trustee:
LaSalle Bank National Association, a national banking
association, organized under the laws of the United States and any
Person
succeeding the Trustee hereunder, or if any successor trustee or
any
co-trustee shall be appointed as herein provided, then such
successor trustee
and such co-trustee, as the case may be.
Trustee
Mortgage Files: With respect to each Mortgage Loan, the
Mortgage
Documents to be retained in the custody and possession of the
Trustee or
Custodian on behalf of the Trustee identified in Section 2.01(a)
hereof.
Turbo
Allocation Amount: Not applicable.
UCC: The
Uniform Commercial Code as enacted in the relevant
jurisdiction.
Underwriter: As specified in the Preliminary Statement.
Underwriter's Exemption: Prohibited Transaction Exemption 2002-41,
67
Fed. Reg. 54487 (2002), as amended (or any successor thereto), or
any
substantially similar administrative exemption granted by the U.S.
Department
of Labor.
Underwriting Agreement: The Underwriting Agreement, dated March
27,
2007, among the Seller, the Depositor and the Underwriter.
Uniform
Commercial Code: The Uniform Commercial Code as in effect in
any
applicable jurisdiction from time to time.
Unpaid
Interest Shortfall Amount: With respect to each Class of
Certificates, the sum of Relief Act Interest Shortfalls and net
prepayment
interest shortfalls on the Mortgage Loans allocated to such Class
of
Certificates on that Distribution Date and such amounts from any
prior
Distribution Date remaining unpaid.
Unpaid
Realized Loss Amount: With respect to any Class of Subordinated
Certificates, the portion of any Realized Losses on the Mortgage
Loans
previously allocated to that Class remaining unpaid from prior
Distribution
Dates.
Unscheduled Principal Distribution Amount: Not applicable.
Virtual
Bank Mortgage Loan: Each Mortgage Loan originated by Lydian
Private Bank and listed on the Mortgage Loan Schedule.
47
<PAGE>
Virtual
Bank Purchase Agreement: The Seller's Purchase, Warranties and
Servicing Agreement listed in Exhibit E hereto between the Seller
and Lydian
Private Bank.
Voting
Interests: The portion of the voting rights of all the
Certificates that is allocated to any Certificate for purposes of
the voting
provisions of this Agreement. At all times during the term of this
Agreement,
1.00% of all Voting Interests shall be allocated to each of the
Class OC
Certificates, any Class of Notional Amount Certificates and the
Class A-R
Certificates. Voting Interests shall be allocated among all other
Classes of
Certificates pro rata based on Class Principal Balances for each
Class then
outstanding. Voting Interests shall be allocated among the
Certificates within
each such Class in proportion to their Certificate Balances or
Percentage
Interests.
Wachovia
Originated Mortgage Loan: Each Mortgage Loan originated by
Wachovia Mortgage Corporation and listed on the Mortgage Loan
Schedule.
Wachovia
Purchase Agreement: The Mortgage Loan Purchase and Warranties
Agreement listed in Exhibit E hereto between the Seller and
Wachovia Mortgage
Corporation as seller and servicer.
Wachovia
Serviced Mortgage Loan: Each Mortgage Loan serviced by Wachovia
Mortgage Corporation and listed on the Mortgage Loan Schedule.
Wachovia
Servicing Agreement: The Servicing Agreement listed in Exhibit
E hereto between the Seller and Wachovia Mortgage Corporation.
Weighted
Average Net Mortgage Rate: As to any Distribution Date, the
average of the Net Mortgage Rate of each Mortgage Loan, weighted on
the basis
of its Stated Principal Balance as of the end of the Prepayment
Period related
to the immediately preceding Distribution Date.
Wells
Fargo Serviced Mortgage Loan: Each Mortgage Loan serviced by
Wells
Fargo Bank, National Association and listed on the Mortgage Loan
Schedule.
Wells
Fargo Servicing Agreement: The Servicing Agreement listed in
Exhibit E hereto between the Seller and Wells Fargo Bank,
National
Association.
Wilmington
Finance Mortgage Loan: Each Mortgage Loan originated by
Wilmington Finance, Inc. and listed on the Mortgage Loan
Schedule.
Wilmington
Finance Purchase Agreement: The Seller's Purchase, Warranties
and Servicing Agreement listed in Exhibit E hereto between the
Seller and
Wilmington Finance, Inc.
Yield
Supplement Amount: With respect to the Class 1-A-1 Certificates
and any Distribution Date on or prior to the Corridor Contract
Termination
Date, on which LIBOR exceeds 5.59%, an amount equal to interest for
the
related Interest Accrual Period on the Class Principal Balance of
the Class
1-A-1 Certificates immediately prior to such Distribution Date at a
rate equal
to the excess of (i) the lesser of LIBOR and 9.49% over (ii)
5.59%.
48
<PAGE>
ARTICLE II
DECLARATION OF TRUST;
ISSUANCE OF CERTIFICATES
Section
2.01. Creation and Declaration of Trust Fund; Conveyance of
Mortgage Loans.
(a)
Concurrently with the execution and delivery of this Agreement,
the
Depositor does hereby transfer, assign, set over, deposit with and
otherwise
convey to the Trustee, without recourse, subject to Sections 2.02
and 2.05, in
trust, all the right, title and interest of the Depositor in and to
the Trust
Fund. Such conveyance includes, without limitation, (i) the
Mortgage Loans,
including the right to all payments of principal and interest
received on or
with respect to the Mortgage Loans on and after the Cut-off Date
(other than
Scheduled Payments due on or before such date), and all such
payments due
after such date but received prior to such date and intended by the
related
Mortgagors to be applied after such date; (ii) all of the
Depositor's right,
title and interest in and to all amounts from time to time credited
to and the
proceeds of the Distribution Account, any Custodial Accounts or any
Escrow
Account established with respect to the Mortgage Loans; (iii) all
of the
rights and obligations of the Depositor as assignee of the Seller
with respect
to the Seller's rights and obligations under the Purchase and
Servicing
Agreements pursuant to the Acknowledgements; (iv) all of the
Depositor's
right, title or interest in REO Property and the proceeds thereof;
(v) all of
the Depositor's rights under any Insurance Policies related to the
Mortgage
Loans; (vi) $1,000 (which amount has been delivered by the
Depositor to the
Securities Administrator to be held in the Distribution Account
until
distributed to the Holders of the Class P Certificates pursuant to
Section
5.02(a)) and $100, plus interest, (which amount has been delivered
by the
Depositor to the Securities Administrator to be held in the
Distribution
Account until distributed to the Holders of the Class A-R
Certificates
pursuant to Section 5.02(a)); and (vii) if applicable, the
Depositor's
security interest in any collateral pledged to secure the Mortgage
Loans,
including the Mortgaged Properties and any Additional Collateral
relating to
the Additional Collateral Mortgage Loans, including, but not
limited to, the
pledge, control and guaranty agreements and the Limited Purpose
Surety Bond,
to have and to hold, in trust; and the Trustee declares that,
subject to the
review provided for in Section 2.02, it has received and shall hold
the Trust
Fund, as trustee, in trust, for the benefit and use of the Holders
of the
Certificates and for the purposes and subject to the terms and
conditions set
forth in this Agreement, and, concurrently with such receipt, has
caused to be
executed, authenticated and delivered to or upon the order of the
Depositor,
in exchange for the Trust Fund, Certificates in the authorized
denominations
evidencing the entire ownership of the Trust Fund.
The
foregoing sale, transfer, assignment, set-over, deposit and
conveyance does not and is not intended to result in the creation
or
assumption by the Trustee of any obligation of the Depositor, the
Seller or
any other Person in connection with the Mortgage Loans or any other
agreement
or instrument relating thereto except as specifically set forth
therein.
In
connection with such transfer and assignment of the Mortgage
Loans,
the Depositor shall cause to be delivered and the Custodian acting
on the
Trustee's behalf will continue to hold
49
<PAGE>
the documents or instruments listed below with respect to each
Mortgage Loan
(each, a "Trustee Mortgage File") so transferred and assigned:
(i) with
respect to each Mortgage Loan, the original Mortgage Note
endorsed without recourse in proper form to the order of "LaSalle
Bank
National Association, as Trustee of Morgan Stanley Mortgage Loan
Trust
2007-6XS, Mortgage Pass-Through Certificates, without recourse", or
in blank
(in each case, with all necessary intervening endorsements, as
applicable);
(ii) with
respect to each Mortgage Loan (other than a Cooperative Loan)
that is not a MERS Mortgage Loan, the original Mortgage with
evidence of
recording thereon, or if the original Mortgage has not yet been
returned from
the recording office, a copy of such Mortgage certified by the
applicable
Originator, title company, escrow agent or closing attorney to be a
true copy
of the original of the Mortgage which has been sent for recording
in the
appropriate jurisdiction in which the Mortgaged Property is
located, and in
the case of the each MERS Mortgage Loan, the original Mortgage,
noting the
presence of the MIN of the Mortgage Loans and either language
indicating that
the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan
or if the
Mortgage Loan was not a MOM Loan at origination, the original
Mortgage and the
assignment thereof to MERS, with evidence of recording indicated
thereon;
(iii) with
respect to each Mortgage Loan (other than a Cooperative Loan)
that is not a MERS Mortgage Loan, the Assignment of Mortgage in
form and
substance acceptable for recording in the relevant jurisdiction,
such
assignment being either (A) in blank, without recourse, or (B)
endorsed to
"LaSalle Bank National Association, as Trustee of Morgan Stanley
Mortgage Loan
Trust 2007-6XS, Mortgage Pass-Through Certificates, without
recourse";
(iv) with
respect to each Mortgage Loan (other than a Cooperative Loan)
that is not a MERS Mortgage Loan, the originals of all intervening
assignments
of the Mortgage, if any, with evidence of recording thereon, or if
the
original intervening assignment has not yet been returned from the
recording
office, a copy of such assignment certified by the applicable
Originator,
title company, escrow agent or closing attorney to be a true copy
of the
original of the assignment which has been sent for recording in
the
appropriate jurisdiction in which the Mortgaged Property is
located;
(v) with
respect to each Mortgage Loan (other than a Cooperative Loan),
the originals of all assumption, modification, consolidation or
extension
agreements, if any, with evidence of recording thereon;
(vi) if
any, with respect to each Mortgage Loan (other than a
Cooperative Loan), the original policy of title insurance (or a
true copy
thereof) with respect to any such Mortgage Loan, or, if such policy
has not
yet been delivered by the insurer, the title commitment or title
binder to
issue same;
(vii) if
any, with respect to each Mortgage Loan (other than a
Cooperative Loan), the original power of attorney and guaranty
agreement with
respect to such Mortgage Loan;
(viii)
[reserved];
(ix) with
respect to each Mortgage Loan which constitutes a Cooperative
Loan:
50
<PAGE>
(a) the original
of any security agreement or similar document
executed in connection with the Cooperative Loan;
(b) the original
Recognition Agreement and the original
Assignment of Recognition Agreement;
(c) UCC-1
financing statements with recording information
thereon from the appropriate governmental recording offices
if necessary to perfect the security interest of the
Cooperative Loan under the Uniform Commercial Code in the
jurisdiction in which the Cooperative Property is located,
accompanied by UCC-3 financing statements executed in blank
for recordation of the change in the secured party
thereunder;
(d) an Estoppel
Letter and/or Consent;
(e) a search for
(i) federal tax liens, mechanics' liens, lis
pendens, judgments of record or otherwise against (x) the
Cooperative Corporation and (y) the seller of the
Cooperative Unit, (ii) filings of financing statements and
(iii) the deed of the cooperative project into the
Cooperative Corporation;
(f) the guaranty
of the Mortgage Note and Cooperative Loan, if
any;
(g) the original
Proprietary Lease and the Assignment of
Proprietary Lease executed by the Mortgagor in blank or if
the Proprietary Lease has been assigned by the Mortgagor to
the Seller, then the Seller must execute an assignment of
the Assignment of Proprietary Lease in blank; and
(h) if any, the
original or certified copy of the certificates
evidencing ownership of the Cooperative Shares issued by the
Cooperative Corporation and related assignment of such
certificates or an assignment of such Cooperative Shares, in
blank, executed by the Mortgagor with such signature
guaranteed;
(x)
[reserved]; and
(xi) any
other document or instruments required to be delivered.
In
addition, in connection with the assignment of any MERS
Mortgage
Loan, it is understood that the related Originator will cause the
MERS(R)
System to indicate that such Mortgage Loans have been assigned by
the related
Originator to the Trustee in accordance with this Agreement for the
benefit of
the Certificateholders by including (or deleting, in the case of
Mortgage
Loans which are repurchased in accordance with this Agreement) in
such
computer files the information required by the MERS(R) System to
identify the
series of Certificates issued in connection with such Mortgage
Loans. It is
further understood that the related Originator will not, and the
Master
Servicer hereby agrees that it will not, alter the information
referenced in
this paragraph with respect to any Mortgage Loan during the term of
this
Agreement unless and until such Mortgage Loan is repurchased in
accordance
with the terms of this Agreement.
51
<PAGE>
On or
prior to the Closing Date, the Depositor shall cause to be
delivered to the Master Servicer, the Trustee and the Custodian an
electronic
copy of the Mortgage Loan Schedule in a form acceptable to the
Master
Servicer, the Depositor, the Trustee and the Custodian.
(b) As
soon as is practicable after the Closing Date, the Depositor
shall cause the Servicer of any Additional Collateral Mortgage Loan
to deliver
to the applicable Custodian the Assignment and Notice of Transfer
with respect
to each Additional Collateral Mortgage Loan as well as the
assignments of any
rights with respect to each Additional Collateral Mortgage Loan
under any
Limited Purpose Surety Bond.
(c) In
instances where a title insurance policy is required to be
delivered to the applicable Custodian on behalf of the Trustee and
is not so
delivered, the Depositor will provide a copy of such title
insurance policy to
the applicable Custodian on behalf of the Trustee, as promptly as
practicable
after the execution and delivery hereof, but in any case within 180
days of
the Closing Date.
(d) For
Mortgage Loans (if any) that have been prepaid in full after
the
Cut-off Date and prior to the Closing Date, the Depositor, in lieu
of
delivering the above documents, herewith delivers such amount to
the
Securities Administrator, and delivers to the Securities
Administrator, the
Trustee, and the applicable Custodian, an Officer's Certificate
which shall
include a statement to the effect that all amounts received in
connection with
such prepayment that are required to be deposited in the
Distribution Account
pursuant to Section 4.01 have been so deposited. All original
documents that
are not delivered to the applicable Custodian on behalf of the
Trustee shall
be held by the Master Servicer or the related Servicer in trust for
the
benefit of the Trustee and the Certificateholders.
(e)
Neither the Depositor nor the Trust will acquire or hold any
Mortgage Loan that would violate the representations made by the
Seller set
forth in clauses (iv) through (vi) of Section 2.05(b) hereof.
Section
2.02. Acceptance of Trust Fund by Trustee; Review of
Documentation for Trust Fund.
(a) The
Trustee, by execution and delivery hereof, acknowledges receipt
by it of notice from the Custodian that each holds the documents
identified in
the Initial Custodial Certification in the form annexed hereto as
Exhibit L-1
(the "Initial Custodial Certification") pertaining to the Mortgage
Loans
listed on the Mortgage Loan Schedule.
(b)
Nothing in this Agreement shall be construed to constitute an
assumption by the Trust Fund, the Trustee, any Custodian or the
Certificateholders of any unsatisfied duty, claim or other
liability on any
Mortgage Loan or to any Mortgagor.
(c) Each
of the parties hereto acknowledges that (i) the Custodian has
delivered to the Depositor, the Master Servicer and the Trustee,
the Initial
Custodial Certification, in the form annexed hereto as Exhibit L-1,
stating
that it has performed the applicable review of the Mortgage Loans
as required
herein and (ii) thereafter, if applicable, the Custodian shall
perform the
applicable review of the Mortgage Loans and deliver the further
certifications
(including but not limited to the Final Custodial Certification) as
provided
herein.
52
<PAGE>
With
respect to the MSMCI Mortgage Loans only, not later than 180
days
after the Closing Date, the Trustee shall enforce the related
Custodian's
obligation, to deliver to the Depositor, the Master Servicer and
the Trustee a
Final Custodial Certification in the form annexed hereto as Exhibit
L-2 (the
"Final Custodial Certification"), with any applicable exceptions
noted
thereon. To the extent that the Custodian must deliver a Final
Certification,
the Trustee shall enforce the Custodian's obligation to make
available, upon
request of any Certificateholder, a copy of any exceptions noted on
the
Initial Custodial Certification or the Final Custodial
Certification.
(d) Upon
execution of this Agreement, the Depositor hereby delivers to
the Trustee (with a copy to the Master Servicer) and the Trustee
acknowledges
receipt of the Acknowledgements, together with the related Purchase
and
Servicing Agreements.
(e)
Neither the Trustee nor the Custodian shall make any
representation
as to: (i) the validity, legality, sufficiency, enforceability or
genuineness
of any of the documents contained in the Trustee Mortgage File of
any of the
Mortgage Loans identified on the Mortgage Loan Schedule, or (ii)
the
collectability, insurability, perfection, priority, effectiveness
or
suitability of any such Mortgage Loan. Except as specifically
required
hereunder, neither the Trustee nor the Custodian shall be
responsible to
verify the validity, sufficiency or genuiness of any document in
the Trustee
Mortgage File.
Section
2.03. Representations and Warranties of the Depositor.
(a) The
Depositor hereby represents and warrants to the Trustee, for
the
benefit of the Certificateholders, and to the Master Servicer and
the
Securities Administrator as of the Closing Date or such other date
as is
specified, that:
(i) the Depositor is a corporation duly organized, validly
existing
and in good standing under the laws governing its creation and
existence
and has full corporate power and authority to own its
property,
to carry on its business as presently conducted, to enter into
and
perform its obligations under this Agreement, and to create the
trust
pursuant hereto;
(ii) 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; 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 certificate of incorporation
or
bylaws of
the Depositor;
(iii) 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
such as
has been obtained, given, effected or taken prior to the date
hereof;
53
<PAGE>
(iv) this Agreement has been duly executed and delivered by the
Depositor
and, assuming due authorization, execution and delivery by the
Trustee,
the Master Servicer and the Securities Administrator,
constitutes a valid and binding obligation of the Depositor
enforceable
against it
in accordance with its terms except as such enforceability
may be
subject to (A) applicable bankruptcy and insolvency laws and
other
similar laws affecting the enforcement of the rights of
creditors
generally
and (B) general principles of equity regardless of whether
such
enforcement is considered in a proceeding in equity or at law;
(v) there are no actions, suits or proceedings pending or, to
the
knowledge
of the Depositor, threatened or likely to be asserted against
or
affecting the Depositor, before or by any court, administrative
agency,
arbitrator or governmental body (A) with respect to any of the
transactions contemplated by this Agreement or (B) with respect to
any
other
matter which in the judgment of the Depositor will be
determined
adversely
to the Depositor and will if determined adversely to the
Depositor
materially and adversely affect it or its business, assets,
operations
or condition, financial or otherwise, or adversely affect its
ability to
perform its obligations under this Agreement;
(vi) immediately prior to the transfer and assignment of the
Mortgage
Loans to the Trustee, the Depositor was the sole owner of
record and
holder of each Mortgage Loan, and the Depositor had good and
marketable
title thereto, and had full right to transfer and sell each
Mortgage
Loan to the Trustee free and clear, subject only to (1) liens
of current
real property taxes and assessments not yet due and payable
and, if
the related Mortgaged Property is a condominium unit, any lien
for common
charges permitted by statute, (2) covenants, conditions and
restrictions, rights of way, easements and other matters of
public
record as
of the date of recording of such Mortgage acceptable to
mortgage
lending institutions in the area in which the related Mortgaged
Property
is located and specifically referred to in the lender's title
insurance
policy or attorney's opinion of title and abstract of title
delivered
to the originator of such Mortgage Loan, and (3) such other
matters to
which like properties are commonly subject which do not,
individually or in the aggregate, materially interfere with the
benefits
of the
security intended to be provided by the Mortgage, of any
encumbrance, equity, participation interest, lien, pledge, charge,
claim
or
security interest, and had full right and authority, subject to
no
interest
or participation of, or agreement with, any other party, to
sell and
assign each Mortgage Loan pursuant to this Agreement;
(vii) This Agreement creates a valid and continuing security
interest
(as defined in the applicable Uniform Commercial Code (the
"UCC"), in
the Mortgage Loans in favor of the Trustee, which security
interest
is prior to all other liens, and is enforceable as such against
creditors
of and purchasers from the Depositor;
(viii) The Mortgage Loans constitute "instruments" within the
meaning of
the applicable UCC;
(ix) Other than the security interest granted to the Trustee
pursuant
to this Agreement, the Depositor has not pledged, assigned,
sold,
granted a security interest in, or otherwise conveyed any of
the
Mortgage
Loans. The Depositor has not authorized the
54
<PAGE>
filing of
and is not aware of any financing statement against the
Depositor
that includes a description of the collateral covering the
Mortgage
Loans other than a financing statement relating to the security
interest
granted to the Trustee hereunder or that has been terminated.
The
Depositor is not aware of any judgment or tax lien filings
against
the
Depositor;
(x) None of the Mortgage Loans have any marks or notations
indicating
that such Mortgage Loans have been pledged, assigned or
otherwise
conveyed to any Person other than the Trustee; and
(xi) The Depositor has received all consents and approvals
required
by the terms of the Mortgage Loans to convey the Mortgage Loans
hereunder
to the Trustee.
The
foregoing representations made in this Section 2.03 shall
survive
the termination of this Agreement and shall not be waived by any
party hereto.
Section
2.04. Representations and Warranties of the Depositor and the
Seller as to the Mortgage Loans.
The
Depositor hereby represents and warrants to the Trustee with
respect
to the Mortgage Loans or each Mortgage Loan, as the case may be, as
of the
date hereof or such other date set forth herein that as of the
Closing Date:
(a)
Immediately prior to the transfer and assignment contemplated
herein, the Depositor was the sole owner and holder of the Mortgage
Loans. The
Mortgage Loans were not assigned or pledged by the Depositor and
the Depositor
had good and marketable title thereto, and the Depositor had full
right to
transfer and sell the Mortgage Loans to the Trustee, for the
benefit of the
Certificateholders, free and clear of any encumbrance,
participation interest,
lien, equity, pledge, claim or security interest and had full right
and
authority subject to no interest or participation in, or agreement
with any
other party to sell or otherwise transfer the Mortgage Loans.
(b) As of
the Closing Date, the Depositor has transferred all right,
title and interest in the Mortgage Loans to the Trustee on behalf
of the
Trust.
(c) As of
the Closing Date, the Depositor has not transferred the
Mortgage Loans to the Trustee on behalf of the Trust with any
intent to
hinder, delay or defraud an of its creditors.
It is
understood and agreed that the representations and warranties
set
forth in this Section 2.04 shall survive delivery of the respective
Mortgage
Files to the Trustee or the Custodian and shall inure to the
benefit of the
Trustee, notwithstanding any restrictive or qualified endorsement
or
assignment.
Section
2.05. Representations and Warranties of the Seller; Discovery
of
Breach; Repurchase or Substitution of Mortgage Loans.
55
<PAGE>
(a) With
respect to the MSMCI Mortgage Loans the Seller hereby makes the
representations and warranties contained in Section 3.01 of the
MSMCI Purchase
Agreement to and for the benefit of the Depositor, the Trustee and
the Trust
Fund.
The Seller
hereby represents and warrants that no Mortgage Loan contains
a provision whereby the related mortgagor is permitted to convert
the Mortgage
Rate from an adjustable rate to a fixed rate.
With
respect to the FNBN Mortgage Loans the Seller hereby makes the
representations and warranties contained in Section 9.02 of the
FNBN Purchase
Agreement (other than the representation contained in Section
9.02(b) of the
FNBN Purchase Agreement) to and for the benefit of the Depositor,
the Trustee
and the Trust Fund. With respect to the FNBN Mortgage Loans the
Seller hereby
represents and warrants to and for the benefit of the Depositor,
the Trustee
and the Trust Fund that all payments due on or prior to the Cut-off
Date for
each FNBN Mortgage Loan have been made as of the Closing Date, such
FNBN
Mortgage Loan is not delinquent thirty (30) days or more in payment
and has
not been dishonored; there are no material defaults under the terms
of such
FNBN Mortgage Loan; the Seller has not advanced funds, or induced,
solicited
or knowingly received any advance of funds from a party other than
the owner
of the Mortgaged Property subject to the Mortgage, directly or
indirectly, for
the payment of any amount required by any FNBN Mortgage Loan; as to
each FNBN
Mortgage Loan, there has been no more than one thirty (30) day
delinquency
during the immediately preceding thirty-day period. The Seller
agrees to
comply with the provisions of this Section 2.05 in respect of a
breach of any
of such representations and warranties.
With
respect to the PHH Serviced Mortgage Loans the Seller hereby
makes
the representations and warranties contained in Sections 3.03 (4),
(20), (21),
(25, (31) and (58) of the PHH Purchase Agreement to and for the
benefit of the
Depositor, the Trustee and the Trust Fund. With respect to the PHH
Serviced
Mortgage Loans the Seller hereby represents and warrants to and for
the
benefit of the Depositor, the Trustee and the Trust Fund that all
payments due
on or prior to the Cut-off Date for each PHH Serviced Mortgage Loan
have been
made as of the Closing Date, such PHH Serviced Mortgage Loan is not
delinquent
thirty (30) days or more in payment and has not been dishonored;
there are no
material defaults under the terms of such PHH Serviced Mortgage
Loan; the
Seller has not advanced funds, or induced, solicited or knowingly
received any
advance of funds from a party other than the owner of the Mortgaged
Property
subject to the Mortgage, directly or indirectly, for the payment of
any amount
required by any PHH Serviced Mortgage Loan; as to each PHH Serviced
Mortgage
Loan, there has been no more than one thirty (30) day delinquency
during the
immediately preceding thirty-day period. The Seller agrees to
comply with the
provisions of this Section 2.05 in respect of a breach of any of
such
representations and warranties.
With
respect to the Virtual Bank Mortgage Loans the Seller hereby
makes
the representations and warranties contained in Section 9.02 of the
Virtual
Bank Purchase Agreement (other than the representation contained in
Section
9.02(b) of the Virtual Bank Purchase Agreement) to and for the
benefit of the
Depositor, the Trustee and the Trust Fund. With respect to the
Virtual Bank
Mortgage Loans the Seller hereby represents and warrants to and for
the
benefit of the Depositor, the Trustee and the Trust Fund that all
payments due
on or prior to the Cut-off Date for each Virtual Bank Mortgage Loan
have been
made as of the Closing
56
<PAGE>
Date, such Virtual Bank Mortgage Loan is not delinquent thirty (30)
days or
more in payment and has not been dishonored; there are no material
defaults
under the terms of such Virtual Bank Mortgage Loan; the Seller has
not
advanced funds, or induced, solicited or knowingly received any
advance of
funds from a party other than the owner of the Mortgaged Property
subject to
the Mortgage, directly or indirectly, for the payment of any amount
required
by any Virtual Bank Mortgage Loan; as to each Virtual Bank Mortgage
Loan,
there has been no more than one thirty (30) day delinquency during
the
immediately preceding thirty-day period. The Seller agrees to
comply with the
provisions of this Section 2.05 in respect of a breach of any of
such
representations and warranties.
With
respect to the Wachovia Serviced Mortgage Loans the Seller
hereby
makes the representations and warranties contained in Section 3.02
of the
Wachovia Purchase Agreement (other than the representation
contained in
Section 3.02(d) of the Wachovia Purchase Agreement) to and for the
benefit of
the Depositor, the Trustee and the Trust Fund. With respect to the
Wachovia
Serviced Mortgage Loans the Seller hereby represents and warrants
to and for
the benefit of the Depositor, the Trustee and the Trust Fund that
all payments
due on or prior to the Cut-off Date for each Wachovia Serviced
Mortgage Loan
have been made as of the Closing Date, such Wachovia Serviced
Mortgage Loan is
not delinquent thirty (30) days or more in payment and has not
been
dishonored; there are no material defaults under the terms of such
Wachovia
Serviced Mortgage Loan; the Seller has not advanced funds, or
induced,
solicited or knowingly received any advance of funds from a party
other than
the owner of the Mortgaged Property subject to the Mortgage,
directly or
indirectly, for the payment of any amount required by any Wachovia
Serviced
Mortgage Loan; as to each Wachovia Serviced Mortgage Loan, there
has been no
more than one thirty (30) day delinquency during the immediately
preceding
thirty-day period. The Seller agrees to comply with the provisions
of this
Section 2.05 in respect of a breach of any of such representations
and
warranties.
With
respect to the Wilmington Finance Mortgage Loans the Seller
hereby
makes the representations and warranties contained in Section 9.02
of the
Wilmington Finance Purchase Agreement (other than the
representation contained
in Section 9.02(b) of the Wilmington Finance Purchase Agreement) to
and for
the benefit of the Depositor, the Trustee and the Trust Fund. With
respect to
the Wilmington Finance Mortgage Loans the Seller hereby represents
and
warrants to and for the benefit of the Depositor, the Trustee and
the Trust
Fund that all payments due on or prior to the Cut-off Date for each
Wilmington
Finance Mortgage Loan have been made as of the Closing Date, such
Wilmington
Finance Mortgage Loan is not delinquent thirty (30) days or more in
payment
and has not been dishonored; there are no material defaults under
the terms of
such Wilmington Finance Mortgage Loan; the Seller has not advanced
funds, or
induced, solicited or knowingly received any advance of funds from
a party
other than the owner of the Mortgaged Property subject to the
Mortgage,
directly or indirectly, for the payment of any amount required by
any
Wilmington Finance Mortgage Loan; as to each Wilmington Finance
Mortgage Loan,
there has been no more than one thirty (30) day delinquency during
the
immediately preceding thirty-day period. The Seller agrees to
comply with the
provisions of this Section 2.05 in respect of a breach of any of
such
representations and warranties.
The Seller
hereby represents and warrants to the Trustee with respect to
the Mortgage Loans as of the date hereof or such other date set
forth herein
that as of the Closing Date:
57
<PAGE>
(i) Each Mortgage Loan at origination complied in all material
respects
with applicable predatory and abusive lending laws and
consummation of the transactions contemplated by this Agreement
will not
involve
the violation of any such laws.
(ii) All of the Mortgage Loans were originated in compliance
with
all
applicable laws, including, but not limited to, all applicable
anti-predatory and abusive lending laws.
(iii) None of the Mortgage Loans is covered by the Home
Ownership
and Equity
Protection Act of 1994 ("HOEPA").
(iv) None of the Mortgage Loans is a "high cost" loan as
defined
by
applicable predatory and abusive lending laws.
(v) No Mortgage Loan is a High Cost Loan or Covered Loan, as
applicable, and with respect to the foregoing, the terms "High
Cost
Loan" and
"Covered Loan" have the meaning assigned to them in the then
current
version of Standard & Poor's LEVELS(R), which is now Version
5.7
Glossary
Revised, Appendix E which is attached hereto as Exhibit Q (the
"Glossary") where (x) a "High Cost Loan" is each loan identified in
the
column
"Category under applicable anti-predatory lending law" of the
table
entitled "Standard & Poor's High Cost Loan Categorization" in
the
Glossary
as each such loan is defined in the applicable anti-predatory
lending
law of the State or jurisdiction specified in such table and
(y)
a "Covered
Loan" is each loan identified in the column "Category under
applicable
anti-predatory lending law" of the table entitled "Standard
&
Poor's
High Covered Loan Categorization" in the Glossary as each such
loan is
defined in the applicable anti-predatory lending law of the
State or
jurisdiction specified in such table.
(vi) No Mortgage Loan originated on or after October 1, 2002
through
March 6, 2003 is governed by the Georgia Fair Lending Act.
Upon
discovery by the Depositor, the Seller or the related Originator
or
receipt of written notice of any materially defective document in,
or,
following the date of delivery to the Trustee of the
Custodian's
certifications, that a document is missing from, a Trustee Mortgage
File, or
discovery by the Trustee, the Depositor, the Seller or the related
Originator
of the breach by such Originator or Seller of any representation or
warranty
under the related Purchase and Servicing Agreement, as modified by
the
Acknowledgement, in the case of the Originator, or under this
Agreement, in
the case of the Seller, in respect of any Mortgage Loan which
materially
adversely affects the value of that Mortgage Loan or the interest
therein of
the Certificateholders (a "Defective Mortgage Loan") (each of the
Depositor,
the Seller and the related Originator hereby agreeing to give
written notice
thereof to the Trustee and the other of such parties), the Trustee,
or its
designee, shall promptly notify the Depositor and the Seller or the
related
Originator, as applicable, in writing of such nonconforming or
missing
document or breach and request that the Seller or related
Originator deliver
such missing document or cure or cause the cure of such defect or
breach
within a period of time specified in the related Purchase and
Servicing
Agreement, and if the Seller or related Originator, as applicable,
does not
deliver such missing document or cure such defect or breach in all
material
respects during such period, the Trustee,
58
<PAGE>
shall enforce the obligations of the related Originator under the
related
Purchase and Servicing Agreement, as modified by the
Acknowledgement, or the
Seller under this Agreement, as applicable, and cause the related
Originator
or the Seller, as the case may be, to repurchase that Mortgage Loan
from the
Trust Fund at the Purchase Price on or prior to the Determination
Date
following the expiration of such specified period (subject to
Section 2.05(c)
below); provided, however, that, in connection with any such breach
that could
not reasonably have been cured within such specified period (unless
permitted
a greater period of time to cure under the related Purchase and
Servicing
Agreement), subject to Section 2.05(c) below, if the related
Originator or the
Seller, as applicable, shall have commenced to cure such breach
within such
specified period, the related Originator or the Seller shall be
permitted to
proceed thereafter diligently and expeditiously to cure the same
within such
additional time as is reasonably necessary to cure such breach. To
the extent
that the amount by which the Purchase Price (as defined in this
Agreement)
exceeds the repurchase price payable by the related Originator
under the
related Purchase and Servicing Agreement, including any costs and
damages that
are incurred by the Trust Fund as a result of any violation of any
applicable
federal, state, or local predatory or abusive lending law arising
from or in
connection with the origination of any Mortgage Loan repurchased by
the
related Originator or the Seller, the payment of such excess shall
be borne by
the Seller. The Purchase Price for the repurchased Mortgage Loan
shall be
deposited in the related Distribution Account, and the Trustee, or
its
designee, upon receipt of written certification from the
Securities
Administrator of such deposit, shall release or cause the Custodian
to release
to the related Originator or the Seller, as applicable, the related
Trustee
Mortgage File and shall execute and deliver such instruments of
transfer or
assignment, in each case without recourse, representation or
warranties, as
either party shall furnish to it and as shall be necessary to vest
in such
party any Mortgage Loan released pursuant hereto and the Trustee,
or its
designee, shall have no further responsibility with regard to such
Trustee
Mortgage File (it being understood that the Trustee shall have
no
responsibility for determining the sufficiency of such assignment
for its
intended purpose). If pursuant to the foregoing provisions the
related
Originator or the Seller repurchases a Mortgage Loan that is a MERS
Mortgage
Loan, the related Servicer shall cause MERS to designate on the
MERS(R) System
the related Originator or the Seller, as applicable, as the
beneficial holder
of such Mortgage Loan.
In lieu of
repurchasing any such Mortgage Loan as provided above, either
party may cause such Mortgage Loan to be removed from the Trust
Fund (in which
case it shall become a Deleted Mortgage Loan) and substitute one or
more
Replacement Mortgage Loans in the manner and subject to the
limitations set
forth in Section 2.05(b) below. It is understood and agreed that
the
obligations of the Originators and the Seller to cure or to
repurchase (or to
substitute for) any related Mortgage Loan as to which a document is
missing, a
material defect in a constituent document exists or as to which
such a breach
has occurred and is continuing shall constitute the sole remedy
against the
such party respecting such omission, defect or breach available to
the Trustee
on behalf of the Certificateholders.
(b) Any
substitution of Replacement Mortgage Loans for Deleted Mortgage
Loans made pursuant to Section 2.05(a) above must be effected prior
to the
last Business Day that is within two years after the Closing Date.
As to any
Deleted Mortgage Loan for which the related Originator or the
Seller
substitutes a Replacement Mortgage Loan or Loans, such substitution
shall be
effected by delivering to the Custodian, on behalf of the Trustee,
for such
Replacement Mortgage Loan or Loans, the Mortgage Note, the
Mortgage, any
related
59
<PAGE>
assignment thereof and the Acknowledgement to the Trustee, and such
other
documents and agreements, with all necessary endorsements thereon,
together
with an Officers' Certificate stating that each such Replacement
Mortgage Loan
satisfies the definition thereof and specifying the Substitution
Adjustment
Amount (as described below), if any, in connection with such
substitution.
Monthly Payments due with respect to Replacement Mortgage Loans in
the month
of substitution shall not be included as part of the Trust Fund and
shall be
retained by the related Originator or the Seller, as applicable.
For the month
of substitution, distributions to the Certificateholders shall
reflect the
collections and recoveries in respect of such Deleted Mortgage in
the Due
Period preceding the month of substitution and the related
Originator or the
Seller, as applicable, shall thereafter be entitled to retain all
amounts
subsequently received in respect of such Deleted Mortgage Loan.
Upon such
substitution, such Replacement Mortgage Loan shall constitute part
of the
Trust Fund and shall be subject in all respects to the terms of
this Agreement
and the related Purchase and Servicing Agreement, as modified by
the related
Acknowledgement, including all representations and warranties
thereof included
in such Purchase and Servicing Agreement, as modified by the
Acknowledgement,
in each case as of the date of substitution.
For any
month in which an Originator or the Seller substitutes one or
more Replacement Mortgage Loans for one or more Deleted Mortgage
Loans, the
related Servicer shall determine the excess (each, a "Substitution
Adjustment
Amount"), if any, by which the aggregate Purchase Price of all such
Deleted
Mortgage Loans exceeds the aggregate Stated Principal Balance of
the
Replacement Mortgage Loans replacing such Deleted Mortgage Loans,
together
with one month's interest on such excess amount at the applicable
Net Mortgage
Rate. On the date of such substitution, the related Originator or
Seller, as
applicable, shall deliver or cause to be delivered to the related
Servicer for
deposit in the related Custodial Account an amount equal to the
related
Substitution Adjustment Amount, if any, and the Custodian, on
behalf of the
Trustee, upon receipt of the related Replacement Mortgage Loan or
Loans and
Request for Release and certification by such Servicer of such
deposit, shall
release to the related Originator or the Seller, as applicable, the
related
Trustee Mortgage File or Files and the Trustee or the Custodian,
as
applicable, shall execute and deliver such instruments of transfer
or
assignment, in each case without recourse, as the related
Originator or Seller
shall deliver to it and as shall be necessary to vest therein any
Deleted
Mortgage Loan released pursuant hereto.
In
addition, the related Originator or the Seller, as applicable,
shall
obtain at its own expense and deliver to the Trustee and the
Securities
Administrator an Opinion of Counsel to the effect that such
substitution
(either specifically or as a class of transactions) shall not cause
an Adverse
REMIC Event. If such Opinion of Counsel cannot be delivered, then
such
substitution may only be effected at such time as the required
Opinion of
Counsel can be given.
(c) Upon
discovery by the related Originator, the Seller, the Master
Servicer, the Depositor or the Trustee that any Mortgage Loan does
not
constitute a "qualified mortgage" within the meaning of Section
860G(a)(3) of
the Code, the party discovering such fact shall within two Business
Days give
written notice thereof to the other parties. In connection
therewith, the
applicable party shall repurchase or, subject to the limitations
set forth in
Section 2.05(b), substitute one or more Replacement Mortgage Loans
for the
affected Mortgage Loan within 90 days of the earlier of discovery
or receipt
of such notice with respect to such affected Mortgage Loan. Any
such
repurchase or substitution shall be made in the same manner
60
<PAGE>
as set forth in Section 2.05(a) above and/or in accordance with
this Section
2.05(c). The Trustee shall re-convey to the related Originator or
the Seller,
as applicable, the Mortgage Loan to be released pursuant hereto in
the same
manner, and on the same terms and conditions, as it would a
Mortgage Loan
repurchased for breach of a representation or warranty.
Section
2.06. Grant Clause.
(a) It is
intended that the conveyance of the Depositor's right, title
and interest in and to property constituting the Trust Fund
pursuant to this
Agreement shall constitute, and shall be construed as, a sale of
such property
and not a grant of a security interest to secure a loan. However,
if such
conveyance is deemed to be in respect of a loan, it is intended
that: (1) the
rights and obligations of the parties shall be established pursuant
to the
terms of this Agreement; (2) the Depositor hereby grants to the
Trustee for
the benefit of the Holders of the Certificates a first priority
security
interest in all of the Depositor's right, title and interest in, to
and under,
whether now owned or hereafter acquired, the Trust Fund and all
proceeds of
any and all property constituting the Trust Fund to secure payment
of the
Certificates; and (3) this Agreement shall constitute a security
agreement
under applicable law. If such conveyance is deemed to be in respect
of a loan
and the trust created by this Agreement terminates prior to the
satisfaction
of the claims of any Person holding any Certificate, the security
interest
created hereby shall continue in full force and effect and the
Trustee shall
be deemed to be the collateral agent for the benefit of such
Person, and all
proceeds shall be distributed as herein provided.
(b) The
Depositor shall, to the extent consistent with this Agreement,
take such reasonable actions as may be necessary to ensure that, if
this
Agreement were deemed to create a security interest in the Mortgage
Loans and
the other property described above, such security interest would be
deemed to
be a perfected security interest of first priority under applicable
law and
will be maintained as such throughout the term of this Agreement.
The
Depositor will, at its own expense, make all initial filings on or
about the
Closing Date and shall forward a copy of such filing or filings to
the
Trustee. Without limiting the generality of the foregoing, the
Depositor shall
prepare and forward for filing, or shall cause to be forwarded for
filing, at
the expense of the Depositor, all filings necessary to maintain
the
effectiveness of any original filings necessary under the relevant
UCC to
perfect the Trustee's security interest in or lien on the Mortgage
Loans,
including without limitation (x) continuation statements, and (y)
such other
statements as may be occasioned by (1) any change of name of an
Originator,
the Depositor or the Trustee, (2) any change of location of the
place of
business or the chief executive office of the Seller or the
Depositor, (3) any
transfer of any interest of an Originator or the Depositor in any
Mortgage
Loan or (4) any change under the relevant UCC or other applicable
laws.
Neither the Originators nor the Depositor shall organize under the
law of any
jurisdiction other than the State under which each is organized as
of the
Closing Date (whether changing its jurisdiction of organization or
organizing
under an additional jurisdiction) without giving 30 days prior
written notice
of such action to its immediate and intermediate transferee,
including the
Trustee. Before effecting such change, any Originator or the
Depositor
proposing to change its jurisdiction of organization shall prepare
and file in
the appropriate filing office any financing statements or other
statements
necessary to continue the perfection of the interests of its
immediate and
intermediate transferees, including the Trustee, in the Mortgage
Loans. In
connection with the transactions contemplated by this Agreement,
each of the
Originators and the Depositor authorizes its immediate or
intermediate
transferee (but not the Trustee) to file in any filing
61
<PAGE>
office any initial financing statements, any amendments to
financing
statements, any continuation statements, or any other statements or
filings
described in this paragraph (b).
Section
2.07. Depositor's Option to Purchase Breached Mortgage Loans.
Subject to
the terms specified in this Agreement, the Depositor has the
option, but is not obligated, to purchase from the Trust Fund any
Breached
Mortgage Loan at the Repurchase Price; provided that the entity
from which the
Seller purchased the Mortgage Loan has both (a) agreed to purchase
the
Mortgage Loan from the Depositor and (b) has represented to the
Seller that it
has the ability to purchase such Mortgage Loan from the Depositor,
as soon as
is practicable thereafter at the Repurchase Price.
Section
2.08. Release of Mortgage Documents for Servicing.
From time
to time and as appropriate for the foreclosure or servicing of
any of the Mortgage Loans, the Custodian shall, upon receipt in
writing,
facsimile or electronic transmission from the Master Servicer or a
Servicer of
a Request for Release release to the Master Servicer or such
Servicer the
Mortgage Documents set forth in such Request for Release. All
Mortgage
Documents released by the Custodian to the Master Servicer or a
Servicer
pursuant to this Section 2.08 shall be held by the Master Servicer
or such
Servicer in trust for the benefit of the Trust pursuant to the
applicable
Purchase and Servicing Agreement. Upon the repurchase of any
Mortgage Loan or
upon the payment in full of any Mortgage Loan, and upon receipt by
the
Custodian of (i) the Request for Release (which Request for Release
shall
include a statement to the effect that all amounts payable to the
Trust in
connection with a repurchase have been deposited in the related
Custodial
Account or the Collection Account or (ii) direction of the
Depositor or the
Trustee, as applicable, the Custodian shall promptly release the
related
Mortgage Documents in accordance with such Request for Release or
direction.
ARTICLE III
THE CERTIFICATES
Section
3.01. The Certificates.
(a) The
Certificates shall be issuable in registered form only and
shall
be securities governed by Article 8 of the New York Uniform
Commercial Code.
The Book-Entry Certificates will be evidenced by one or more
certificates,
beneficial ownership of which will be held in the dollar
denominations in
Certificate Balance, or Notional Amount, as applicable, or in the
Percentage
Interests, specified herein. Each Class of Certificates will be
issued in the
minimum denominations and integral multiples thereof of the
initial
Certificate Balance (or Notional Amount) specified in the
Preliminary
Statement hereto.
(b) The
Certificates shall be executed by manual or facsimile signature
on behalf of the Trustee by an authorized officer of the Trustee or
of the
Securities Administrator on the Trustee's behalf. Each Certificate
shall, on
original issue, be authenticated by the Authenticating Agent upon
the order of
the Depositor upon receipt by the Trustee (or its Custodian) of the
Trustee
Mortgage Files described in Section 2.01. No Certificate shall be
entitled to
any benefit under this Agreement, or be valid for any purpose,
unless there
appears on such Certificate a
62
<PAGE>
certificate of authentication substantially in the form provided
for herein,
executed by an authorized officer of the Authenticating Agent, by
manual
signature, and such certification upon any Certificate shall be
conclusive
evidence, and the only evidence, that such Certificate has been
duly
authenticated and delivered hereunder. All Certificates shall be
dated the
date of their authentication. At any time and from time to time
after the
execution and delivery of this Agreement, the Depositor may
deliver
Certificates executed by or on behalf of the Trustee to the
Authenticating
Agent for authentication and the Authenticating Agent shall
authenticate and
deliver such Certificates as in this Agreement provided and not
otherwise.
(c) The
Class OC, Class P and Class A-R Certificates offered and sold
in
reliance on the exemption from registration under Rule 144A under
the Act
shall be issued initially in definitive, fully registered form
without
interest coupons with the applicable legends set forth in Exhibit A
added to
the forms of such Certificates (each, a "Restricted Global
Security").
Section
3.02. Registration.
The
Securities Administrator is hereby appointed, and the
Securities
Administrator hereby accepts its appointment as, initial
Certificate Registrar
in respect of the Certificates and shall maintain books for the
registration
and for the transfer of Certificates (the "Certificate Register").
The Trustee
may appoint a bank or trust company to act as successor Certificate
Registrar.
A registration book shall be maintained for the Certificates
collectively. The
Certificate Registrar may resign or be discharged or removed and a
new
successor may be appointed in accordance with the procedures and
requirements
set forth in Sections 6.06 and 6.07 hereof with respect to the
resignation,
discharge or removal of the Securities Administrator and the
appointment of a
successor Securities Administrator. The Certificate Registrar may
appoint, by
a written instrument delivered to the Holders and the Master
Servicer, any
bank or trust company to act as co-registrar under such conditions
as the
Certificate Registrar may prescribe; provided, however, that the
Certificate
Registrar shall not be relieved of any of its duties or
responsibilities
hereunder by reason of such appointment.
Section
3.03. Transfer and Exchange of Certificates.
(a) A
Certificate (other than Book-Entry Certificates which shall be
subject to Section 3.09 hereof) may be transferred by the Holder
thereof only
upon presentation and surrender of such Certificate at the office
of the
Certificate Registrar duly endorsed or accompanied by an assignment
duly
executed by such Holder or his duly authorized attorney in such
form as shall
be satisfactory to the Certificate Registrar. Upon the transfer of
any
Certificate in accordance with the preceding sentence, the
Securities
Administrator on behalf of the Trustee shall execute, and the
Authenticating
Agent shall authenticate and deliver to the transferee, one or more
new
Certificates of the same Class and evidencing, in the aggregate,
the same
aggregate Certificate Balance (or Notional Amount) as the
Certificate being
transferred. No service charge shall be made to a Certificateholder
for any
registration of transfer of Certificates, but the Certificate
Registrar may
require payment of a sum sufficient to cover any tax or
governmental charge
that may be imposed in connection with any registration of transfer
of
Certificates.
63
<PAGE>
(b) A
Certificate may be exchanged by the Holder thereof for any
number
of new Certificates of the same Class, in authorized
denominations,
representing in the aggregate the same Certificate Balance (or
Notional
Amount) as the Certificate surrendered, upon surrender of the
Certificate to
be exchanged at the office of the Certificate Registrar duly
endorsed or
accompanied by a written instrument of transfer duly executed by
such Holder
or his duly authorized attorney in such form as is satisfactory to
the
Certificate Registrar. Certificates delivered upon any such
exchange will
evidence the same obligations, and will be entitled to the same
rights and
privileges, as the Certificates surrendered. No service charge
shall be made
to a Certificateholder for any exchange of Certificates, but the
Certificate
Registrar may require payment of a sum sufficient to cover any tax
or
governmental charge that may be imposed in connection with any
exchange of
Certificates. Whenever any Certificates are so surrendered for
exchange, the
Securities Administrator on behalf of the Trustee shall execute,
and the
Authenticating Agent shall authenticate, date and deliver the
Certificates
which the Certificateholder making the exchange is entitled to
receive.
(c) By
acceptance of a Restricted Certificate, whether upon original
issuance or subsequent transfer, each Holder of such a
Certificate
acknowledges the restrictions on the transfer of such Certificate
set forth
thereon and agrees that it will transfer such a Certificate only as
provided
herein.
The
following restrictions shall apply with respect to the transfer
and
registration of transfer of a Restricted Certificate to a
transferee that
takes delivery in the form of a Definitive Certificate:
(i) The Certificate Registrar shall register the transfer of a
Restricted
Certificate if the requested transfer is (x) to the Depositor
or an
affiliate (as defined in Rule 405 under the 1933 Act) of the
Depositor
or (y) being made to a "qualified institutional buyer" (a
"QIB") as
defined in Rule 144A under the Securities Act of 1933, as
amended (the
"Act") by a transferor that has provided the Certificate
Registrar
with a certificate in the form of Exhibit H hereto; and
(ii) The Certificate Registrar shall register the transfer of a
Restricted
Certificate if the requested transfer is being made to an
"accredited investor" under Rule 501(a)(1), (2), (3) or (7) under
the
Act, or to
any Person all of the equity owners in which are such
accredited
investors, by a transferor who furnishes to the Certificate
Registrar
a letter of the transferee substantially in the form of
Exhibit I
hereto.
(d) No
transfer of an ERISA-Restricted Certificate in the form of a
Definitive Certificate shall be made to any Person or shall be
effective
unless the Certificate Registrar, on behalf of the Trustee, has
received (A) a
certificate substantially in the form of Exhibit J hereto (or
Exhibit B, in
the case of a Residual Certificate) from such transferee or (B) an
Opinion of
Counsel satisfactory to the Certificate Registrar and the
Securities
Administrator to the effect that the purchase and holding of such
a
Certificate will not constitute or result in any nonexempt
prohibited
transactions under Title I of ERISA or Section 4975 of the Code or
any
Federal, state or local law ("Similar Law") materially similar to
the
foregoing provisions of ERISA or the Code and will not subject the
Certificate
Registrar, the Trustee, the Master Servicer, the Depositor or the
Securities
Administrator to any obligation in addition to those undertaken in
the
64
<PAGE>
Agreement; provided, however, that the Certificate Registrar will
not require
such certificate or opinion in the event that, as a result of a
change of law
or otherwise, counsel satisfactory to the Certificate Registrar has
rendered
an opinion to the effect that the purchase and holding of an
ERISA-Restricted
Certificate by a Plan or a Person that is purchasing or holding
such a
Certificate with the assets of a Plan will not constitute or result
in a
prohibited transaction under Title I of ERISA or Section 4975 of
the Code and
will not subject the Certificate Registrar, the Trustee, the Master
Servicer,
the Depositor or the Securities Administrator to any obligation in
addition to
those undertaken in this Agreement. Each Transferee of an
ERISA-Restricted
Certificate that is a Book-Entry Certificate shall be deemed to
have made the
appropriate representation set forth in paragraph 2 and the
representation set
forth in paragraph 3 of Exhibit J. The preparation and delivery of
the
certificate and opinions referred to above shall not be an expense
of the
Trust Fund, the Certificate Registrar, the Trustee, the Master
Servicer, the
Depositor or the Securities Administrator.
During the
period the Supplemental Interest Trust is in effect, no
transfer of a Class 1-A-1 Certificate shall be made unless the
Securities
Administrator shall have received either (i) a representation from
the
transferee of such Certificate acceptable to and in form and
substance
satisfactory to the Securities Administrator to the effect that
such
transferee is not a Plan, or (ii) a representation that the
purchase and
holding of the Certificate satisfy the requirements for exemptive
relief under
an Investor Based Exemption or a similar exemption, or in the case
of a Plan
subject to Similar Law, will not constitute a non-exempt violation
of such
Similar Law. In the event such a representation letter is not
delivered, one
of the foregoing representations, as appropriate, shall be deemed
to have been
made by the transferee's (including an initial acquirer's)
acceptance of the
Certificate. In the event that such representation is violated,
such transfer
or acquisition shall be void and of no effect.
Notwithstanding the
foregoing, no opinion or certificate shall be
required for the initial issuance of the ERISA-Restricted
Certificates to the
Underwriter. The Certificate Registrar shall have no obligation to
monitor
transfers of Book-Entry Certificates that are ERISA-Restricted
Certificates
and shall have no liability for transfers of such Certificates in
violation of
the transfer restrictions. The Certificate Registrar shall be under
no
liability to any Person for any registration of transfer of any
ERISA-Restricted Certificate that is in fact not permitted by this
Section
3.03(d) and neither the Securities Administrator nor the Paying
Agent shall
have any liability for making any payments due on such Certificate
to the
Holder thereof or taking any other action with respect to such
Holder under
the provisions of this Agreement so long as the transfer was
registered by the
Certificate Registrar in accordance with the foregoing
requirements. The
Securities Administrator, on behalf of the Trustee, shall be
entitled, but not
obligated, to recover from any Holder of any ERISA-Restricted
Certificate that
was in fact a Plan or a Person acting on behalf of a Plan any
payments made on
such ERISA-Restricted Certificate at and after such time. Any such
payments so
recovered by the Securities Administrator, on behalf of the
Trustee, shall be
paid and delivered by the Securities Administrator, on behalf of
the Trustee,
to the last preceding Holder of such Certificate that is not such a
Plan or
Person acting on behalf of a Plan.
(e) As a
condition of the registration of transfer or exchange of any
Certificate, the Certificate Registrar may require the certified
taxpayer
identification number of the owner of the Certificate and the
payment of a sum
sufficient to cover any tax or other governmental charge
65
<PAGE>
imposed in connection therewith; provided, however, that the
Certificate
Registrar shall have no obligation to require such payment or to
determine
whether or not any such tax or charge may be applicable. No service
charge
shall be made to the Certificateholder for any registration,
transfer or
exchange of a Certificate.
(f)
Notwithstanding anything to the contrary contained herein, no
Residual Certificate may be owned, pledged or transferred, directly
or
indirectly, by or to (i) a Disqualified Organization or (ii) an
individual,
corporation or partnership or other person unless such person (A)
is not a
Non-U.S. Person or (B) is a Non-U.S. Person that holds a Residual
Certificate
in connection with the conduct of a trade or business within the
United States
and has furnished the transferor and the Certificate Registrar with
an
effective Internal Revenue Service Form W-8ECI or successor form at
the time
and in the manner required by the Code (any such person who is not
covered by
clause (A) or (B) above is referred to herein as a "Non-permitted
Foreign
Holder").
Prior to
and as a condition of the registration of any transfer, sale or
other disposition of a Residual Certificate, the proposed
transferee shall
deliver to the Certificate Registrar an affidavit in substantially
the form
attached hereto as Exhibit B representing and warranting, among
other things,
that such transferee is neither a Disqualified Organization, an
agent or
nominee acting on behalf of a Disqualified Organization, nor a
Non-permitted
Foreign Holder (any such transferee, a "Permitted Transferee"), and
the
proposed transferor shall deliver to the Trustee and the
Certificate Registrar
an affidavit in substantially the form attached hereto as Exhibit
C. In
addition, the Trustee or the Certificate Registrar may (but shall
have no
obligation to) require, prior to and as a condition of any such
transfer, the
delivery by the proposed transferee of an Opinion of Counsel,
addressed to the
Trustee and the Certificate Registrar, that such proposed
transferee or, if
the proposed transferee is an agent or nominee, the proposed
beneficial owner,
is not a Disqualified Organization, agent or nominee thereof, or
a
Non-permitted Foreign Holder. Notwithstanding the registration in
the
Certificate Register of any transfer, sale, or other disposition of
a Residual
Certificate to a Disqualified Organization, an agent or nominee
thereof, or
Non-permitted Foreign Holder, such registration shall be deemed to
be of no
legal force or effect whatsoever and such Disqualified
Organization, agent or
nominee thereof, or Non-permitted Foreign Holder shall not be
deemed to be a
Certificateholder for any purpose hereunder, including, but not
limited to,
the receipt of distributions on such Residual Certificate. The
Depositor and
the Certificate Registrar shall be under no liability to any Person
for any
registration or transfer of a Residual Certificate to a
Disqualified
Organization, agent or nominee thereof or Non-permitted Foreign
Holder or for
the Paying Agent making any payments due on such Residual
Certificate to the
Holder thereof or for taking any other action with respect to such
Holder
under the provisions of the Agreement, so long as the transfer was
effected in
accordance with this Section 3.03(f), unless the Certificate
Registrar shall
have actual knowledge at the time of such transfer or the time of
such payment
or other action that the transferee is a Disqualified Organization,
or an
agent or nominee thereof, or Non-permitted Foreign Holder. The
Certificate
Registrar shall be entitled to recover from any Holder of a
Residual
Certificate that was a Disqualified Organization, agent or nominee
thereof, or
Non-permitted Foreign Holder at the time it became a Holder or any
subsequent
time it became a Disqualified Organization, agent or nominee
thereof, or
Non-permitted Foreign Holder, all payments made on such Residual
Certificate
at and after either such times (and all costs and expenses,
including but not
limited to attorneys' fees, incurred in connection therewith). Any
payment
(not including any such costs
66
<PAGE>
and expenses) so recovered by the Certificate Registrar shall be
paid and
delivered to the last preceding Holder of such Residual
Certificate.
If any
purported transferee shall become a registered Holder of a
Residual Certificate in violation of the provisions of this Section
3.03(f),
then upon receipt of written notice to the Trustee or the
Certificate
Registrar that the registration of transfer of such Residual
Certificate was
not in fact permitted by this Section 3.03(f), the last preceding
Permitted
Transferee shall be restored to all rights as Holder thereof
retroactive to
the date of such registration of transfer of such Residual
Certificate. The
Depositor, the Certificate Registrar and the Trustee shall be under
no
liability to any Person for any registration of transfer of a
Residual
Certificate that is in fact not permitted by this Section 3.03(f),
or for the
Paying Agent making any payment due on such Certificate to the
registered
Holder thereof or for taking any other action with respect to such
Holder
under the provisions of this Agreement so long as the transfer was
registered
upon receipt of the affidavit described in the preceding paragraph
of this
Section 3.03(f).
(g) Each
Holder or Certificate Owner of a Restricted Certificate,
ERISA-Restricted Certificate or Residual Certificate, or an
interest therein,
by such Holder's or Owner's acceptance thereof, shall be deemed for
all
purposes to have consented to the provisions of this section.
Section
3.04. Cancellation of Certificates.
Any
Certificate surrendered for registration of transfer or
exchange
shall be cancelled and retained in accordance with normal retention
policies
with respect to cancelled certificates maintained by the
Certificate
Registrar.
Section
3.05. Replacement of Certificates.
If (i) any
Certificate is mutilated and is surrendered to the Trustee or
the Certificate Registrar or (ii) the Certificate Registrar
receives evidence
to its satisfaction of the destruction, loss or theft of any
Certificate, and
there is delivered to the Trustee and the Certificate Registrar
such security
or indemnity as may be required by them to save each of them
harmless, then,
in the absence of notice to the Depositor, the Trustee or the
Certificate
Registrar that such destroyed, lost or stolen Certificate has been
acquired by
a protected purchaser, the Securities Administrator on behalf of
the Trustee
shall execute and the Authenticating Agent shall authenticate and
deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or
stolen
Certificate, a new Certificate of like tenor and Certificate
Balance. Upon the
issuance of any new Certificate under this Section 3.05, the
Trustee, the
Depositor or the Certificate Registrar may require the payment of a
sum
sufficient to cover any tax or other governmental charge that may
be imposed
in relation thereto and any other expenses (including the fees and
expenses of
the Trustee, the Depositor or the Certificate Registrar) connected
therewith.
Any replacement Certificate issued pursuant to this Section 3.05
shall
constitute complete and indefeasible evidence of ownership in the
applicable
Trust Fund, as if originally issued, whether or not the lost,
stolen or
destroyed Certificate shall be found at any time.
If after
the delivery of such new Certificate, a protected purchaser of
the original Certificate in lieu of which such new Certificate was
issued
presents for payment such original
67
<PAGE>
Certificate, the Depositor, the Certificate Registrar and the
Trustee or any
agent shall be entitled to recover such new Certificate from the
Person to
whom it was delivered or any Person taking therefrom, except a
protected
purchaser, and shall be entitled to recover upon the security or
indemnity
provided therefor to the extent of any loss, damage, cost or
expenses incurred
by the Depositor, the Certificate Registrar, the Trustee or any
agent in
connection therewith.
Section
3.06. Persons Deemed Owners.
Subject to
the provisions of Section 3.09 with respect to Book-Entry
Certificates, the Depositor, the Master Servicer, the
Securities
Administrator, the Trustee, the Certificate Registrar, the Paying
Agent and
any agent of any of them shall treat the Person in whose name any
Certificate
is registered upon the books of the Certificate Registrar as the
owner of such
Certificate for the purpose of receiving distributions pursuant to
Sections
5.01 and 5.02 and for all other purposes whatsoever, and neither
the
Depositor, the Master Servicer, the Securities Administrator, the
Trustee, the
Certificate Registrar, the Paying Agent nor any agent of any of
them shall be
affected by notice to the contrary.
Section
3.07. Temporary Certificates.
(a)
Pending the preparation of definitive Certificates, upon the
order
of the Depositor, the Securities Administrator on behalf of the
Trustee shall
execute and the Authenticating Agent shall authenticate and deliver
temporary
Certificates that are printed, lithographed, typewritten,
mimeographed or
otherwise produced, in any authorized denomination, substantially
of the tenor
of the definitive Certificates in lieu of which they are issued and
with such
variations as the authorized officers executing such Certificates
may
determine, as evidenced by their execution of such
Certificates.
(b) If
temporary Certificates are issued, the Depositor will cause
definitive Certificates to be prepared without unreasonable delay.
After the
preparation of definitive Certificates, the temporary Certificates
shall be
exchangeable for definitive Certificates upon surrender of the
temporary
Certif
