RESIDENTIAL ASSET SECURITIES CORPORATION,
Depositor,
RESIDENTIAL FUNDING COMPANY, LLC,
Master Servicer,
and
U.S. BANK NATIONAL ASSOCIATION
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of February 1, 2007
Home Equity Mortgage Asset-Backed Pass-Through Certificates
Series 2007-EMX1
ARTICLE I
DEFINITIONS............................................................................................5
Section 1.01.
Definitions.......................................................................5
Section 1.02.
Determination of
LIBOR...........................................................55
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES......................................57
Section 2.01.
Conveyance of Mortgage
Loans.....................................................57
Section 2.02.
Acceptance by
Trustee............................................................60
Section 2.03.
Representations, Warranties and Covenants of the Master Servicer
and the
Depositor........................................................................61
Section 2.04.
Representations and Warranties of
Sellers........................................63
Section 2.05.
Execution and Authentication of Certificates; Conveyance of REMIC-I
Regular
Interests................................................................65
Section 2.06.
Purposes and Powers of the
Trust.................................................66
Section 2.07.
Agreement Regarding Ability to
Disclose..........................................66
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS......................................................67
Section 3.01.
Master Servicer to Act as
Servicer...............................................67
Section 3.02.
Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of Subservicers’
Obligations.........................................69
Section 3.03.
Successor
Subservicers...........................................................70
Section 3.04.
Liability of the Master
Servicer.................................................70
Section 3.05.
No Contractual Relationship Between Subservicer and Trustee or
Certificateholders...............................................................71
Section 3.06.
Assumption or Termination of Subservicing Agreements by
Trustee..................71
Section 3.07.
Collection of Certain Mortgage Loan Payments; Deposits to Custodial
Account..........................................................................71
Section 3.08.
Subservicing Accounts; Servicing
Accounts........................................74
Section 3.09.
Access to Certain Documentation and Information Regarding the
Mortgage
Loans............................................................................75
Section 3.10.
Permitted Withdrawals from the Custodial
Account.................................75
Section 3.11.
Maintenance of Primary Insurance
Coverage........................................77
Section 3.12.
Maintenance of Fire Insurance and Omissions and Fidelity
Coverage................77
Section 3.13.
Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain
Assignments..................................................78
Section 3.14.
Realization Upon Defaulted Mortgage
Loans........................................80
Section 3.15.
Trustee to Cooperate; Release of Custodial
Files.................................82
Section 3.16.
Servicing and Other Compensation; Compensating
Interest..........................83
Section 3.17.
Reports to the Trustee and the
Depositor.........................................84
Section 3.18.
Annual Statement as to Compliance and Servicing
Assessment.......................85
Section 3.19.
Annual Independent Public Accountants’ Servicing
Report..........................85
Section 3.20.
Right of the Depositor in Respect of the Master
Servicer.........................85
Section 3.21.
[Reserved].......................................................................86
Section 3.22.
Advance
Facility.................................................................86
ARTICLE IV PAYMENTS TO
CERTIFICATEHOLDERS.......................................................................90
Section 4.01.
Certificate
Account..............................................................90
Section 4.02.
Distributions....................................................................90
Section 4.03.
Statements to Certificateholders; Statements to Rating Agencies;
Exchange
Act
Reporting....................................................................93
Section 4.04.
Distribution of Reports to the Trustee and the Depositor; Advances
by the
Master
Servicer..................................................................97
Section 4.05.
Allocation of Realized
Losses....................................................99
Section 4.06.
Reports of Foreclosures and Abandonment of Mortgaged
Property...................100
Section 4.07.
Optional Purchase of Defaulted Mortgage
Loans...................................100
Section 4.08.
[Reserved]......................................................................101
Section 4.09.
[Reserved]......................................................................101
Section 4.10.
Supplemental Interest Trust; Swap
Agreement.....................................101
Section 4.11.
The Certificate Guaranty Insurance
Policy.......................................103
Section 4.12.
Posted Collateral
Account.......................................................104
ARTICLE V THE
CERTIFICATES.....................................................................................105
Section 5.01.
The
Certificates................................................................105
Section 5.02.
Registration of Transfer and Exchange of
Certificates...........................106
Section 5.03.
Mutilated, Destroyed, Lost or Stolen
Certificates...............................111
Section 5.04.
Persons Deemed
Owners...........................................................111
Section 5.05.
Appointment of Paying
Agent.....................................................111
ARTICLE VI THE DEPOSITOR AND THE MASTER
SERVICER...............................................................113
Section 6.01.
Respective Liabilities of the Depositor and the Master
Servicer.................113
Section 6.02.
Merger or Consolidation of the Depositor or the Master Servicer;
Assignment of Rights and Delegation of Duties by Master
Servicer................113
Section 6.03.
Limitation on Liability of the Depositor, the Master Servicer and
Others........114
Section 6.04.
Depositor and Master Servicer Not to
Resign.....................................114
ARTICLE VII
DEFAULT............................................................................................116
Section 7.01.
Events of
Default...............................................................116
Section 7.02.
Trustee or Depositor to Act; Appointment of
Successor...........................117
Section 7.03.
Notification to
Certificateholders..............................................119
Section 7.04.
Waiver of Events of
Default.....................................................119
Section 7.05.
Servicing Trigger; Removal of Master
Servicer...................................119
ARTICLE VIII CONCERNING THE
TRUSTEE............................................................................121
Section 8.01.
Duties of
Trustee...............................................................121
Section 8.02.
Certain Matters Affecting the
Trustee...........................................123
Section 8.03.
Trustee Not Liable for Certificates or Mortgage
Loans...........................124
Section 8.04.
Trustee May Own
Certificates....................................................124
Section 8.05.
Master Servicer to Pay Trustee’s Fees and Expenses;
Indemnification.............124
Section 8.06.
Eligibility Requirements for
Trustee............................................125
Section 8.07.
Resignation and Removal of the
Trustee..........................................125
Section 8.08.
Successor
Trustee...............................................................126
Section 8.09.
Merger or Consolidation of
Trustee..............................................127
Section 8.10.
Appointment of Co-Trustee or Separate
Trustee...................................127
Section 8.11.
Appointment of the
Custodian....................................................128
Section 8.12.
Appointment of Office or
Agency.................................................128
Section 8.13.
DTC Letter of
Representations...................................................128
Section 8.14.
Swap
Agreements.................................................................128
ARTICLE IX
TERMINATION.........................................................................................130
Section 9.01.
Termination Upon Purchase or Liquidation of All Mortgage
Loans..................130
Section 9.02.
Additional Termination
Requirements.............................................133
ARTICLE X REMIC
PROVISIONS.....................................................................................134
Section 10.01.
REMIC
Administration............................................................134
Section 10.02.
Master Servicer, REMIC Administrator and Trustee
Indemnification................137
ARTICLE XI MISCELLANEOUS
PROVISIONS............................................................................138
Section 11.01.
Amendment.......................................................................138
Section 11.02.
Recordation of Agreement;
Counterparts..........................................140
Section 11.03.
Limitation on Rights of
Certificateholders......................................140
Section 11.04.
Governing
Law...................................................................141
Section 11.05.
Notices.........................................................................141
Section 11.06.
Notices to Rating Agencies and the Certificate
Insurer..........................142
Section 11.07.
Severability of
Provisions......................................................142
Section 11.08.
Supplemental Provisions for
Resecuritization....................................143
Section 11.09.
Third Party
Beneficiary.........................................................143
Section 11.10.
Rights of the Certificate
Insurer...............................................143
ARTICLE XII COMPLIANCE WITH REGULATION
AB......................................................................144
Section 12.01.
Intent of Parties;
Reasonableness...............................................144
Section 12.02.
Additional Representations and Warranties of the
Trustee........................144
Section 12.03.
Information to be Provided by the
Trustee.......................................145
Section 12.04.
Report on Assessment of Compliance and
Attestation..............................145
Section 12.05.
Indemnification;
Remedies.......................................................145
EXHIBIT A
FORM OF CLASS A
CERTIFICATE..................................................................A-1
EXHIBIT B
[RESERVED]...................................................................................B-1
EXHIBIT C
FORM OF CLASS SB
CERTIFICATE.................................................................C-1
EXHIBIT D
FORM OF CLASS R
CERTIFICATE..................................................................D-1
EXHIBIT E
FORM OF CUSTODIAL
AGREEMENT..................................................................E-1
EXHIBIT F-1
GROUP I LOAN
SCHEDULE........................................................................F-1
EXHIBIT F-2
GROUP II LOAN
SCHEDULE.......................................................................F-2
EXHIBIT G
FORM OF REQUEST FOR
RELEASE..................................................................G-1
EXHIBIT H-1
FORM OF TRANSFER AFFIDAVIT AND
AGREEMENT...................................................H-1-1
EXHIBIT H-2
FORM OF TRANSFEROR
CERTIFICATE.............................................................H-2-1
EXHIBIT I
FORM OF INVESTOR REPRESENTATION
LETTER.......................................................I-1
EXHIBIT J
FORM OF TRANSFEROR REPRESENTATION
LETTER.....................................................J-1
EXHIBIT K
TEXT OF AMENDMENT TO POOLING AND SERVICING AGREEMENT PURSUANT TO
SECTION 11.01(E)
FOR A LIMITED
GUARANTY.......................................................................K-1
EXHIBIT L
FORM OF LIMITED
GUARANTY.....................................................................L-1
EXHIBIT M
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE
LOAN.................................M-1
EXHIBIT N
FORM OF RULE 144A INVESTMENT
REPRESENTATION..................................................N-1
EXHIBIT O
[RESERVED]...................................................................................O-1
EXHIBIT P
FORM OF ERISA
LETTER.........................................................................P-1
EXHIBIT Q
FORM OF CLASS SB-A SWAP
AGREEMENT............................................................Q-1
EXHIBIT R
ASSIGNMENT
AGREEMENT.........................................................................R-1
EXHIBIT S
SERVICING
CRITERIA...........................................................................S-1
EXHIBIT T-1
FORM OF 10-K
CERTIFICATION.................................................................T-1-1
EXHIBIT T-2
FORM OF BACK-UP
CERTIFICATION..............................................................T-2-1
EXHIBIT U
INFORMATION TO BE PROVIDED BY THE MASTER SERVICER TO THE RATING
AGENCIES RELATING
TO REPORTABLE MODIFIED MORTGAGE
LOANS........................................................U-1
EXHIBIT V
CERTIFICATE GUARANTY INSURANCE
POLICY........................................................U-1
This
Pooling
and
Servicing
Agreement,
effective
as of
February
1, 2007,
among
RESIDENTIAL
ASSET
SECURITIES
CORPORATION,
as the depositor (together with its permitted
successors and assigns,
the “Depositor”),
RESIDENTIAL
FUNDING
COMPANY,
LLC, as master servicer
(together with its permitted
successors and assigns,
the
“Master
Servicer”),
and U.S. BANK NATIONAL
ASSOCIATION,
a banking
association
organized under the laws of the
United
States,
as trustee and
supplemental
interest trust trustee
(together with its permitted
successors and
assigns, the “Trustee” and the “Supplemental
Interest Trust Trustee,” respectively).
PRELIMINARY STATEMENT:
The
Depositor
intends
to
sell
mortgage
asset-backed
pass-through
certificates
(collectively,
the
“Certificates”),
to be issued
hereunder
in seven
Classes,
which in the
aggregate
will
evidence
the
entire
beneficial ownership interest in the Mortgage Loans (as defined
herein) and certain other related assets.
REMIC I
As provided herein,
the REMIC
Administrator will make an election to treat the segregated pool of
assets
consisting of the Mortgage Loans and certain other related
assets
(exclusive of the
Supplemental
Interest Trust
Account,
the Swap
Agreement
and the SB-A Swap
Agreement)
subject to this
Agreement as a real estate
mortgage
investment
conduit
(a “REMIC”)
for
federal
income tax
purposes,
and such
segregated
pool of assets will be
designated as
“REMIC I.”
Component I of the Class R
Certificates
will
represent
the sole
Class of
“residual
interests” in REMIC I for purposes of the REMIC
Provisions
(as defined
herein) under federal income tax law. The
following table irrevocably sets forth the designation,
remittance rate (the “Uncertificated
REMIC I Pass-Through
Rate”)
and
initial
Uncertificated
Principal
Balance
for
each
of
the
“regular
interests”
in
REMIC I
(the “REMIC I Regular
Interests”).
The
“latest
possible
maturity
date”
(determined
solely for
purposes
of
satisfying
Treasury
Regulation
Section 1.860G-1(a)(4)(iii))
for
each
REMIC I
Regular
Interest
shall be the
Maturity Date.
None of the REMIC I Regular Interests will be certificated.
Uncertificated REMIC I
Initial Uncertificated
Designation
Pass-Through Rate
Principal Balance
I-1-A
Variable(1)
$ 8,816,250.440
I-2-A
Variable(1)
$10,063,326.490
I-3-A
Variable(1)
$11,261,846.965
I-4-A
Variable(1)
$12,308,021.085
I-5-A
Variable(1)
$13,149,518.170
I-6-A
Variable(1)
$13,799,220.295
I-7-A
Variable(1)
$13,250,837.850
I-8-A
Variable(1)
$12,642,761.470
I-9-A
Variable(1)
$12,058,856.110
I-10-A
Variable(1)
$11,502,269.140
I-11-A
Variable(1)
$10,971,709.350
I-12-A
Variable(1)
$10,465,947.015
I-13-A
Variable(1)
$ 9,983,810.995
I-14-A
Variable(1)
$ 9,526,655.255
I-15-A
Variable(1)
$ 9,104,937.495
I-16-A
Variable(1)
$ 9,064,832.285
I-17-A
Variable(1)
$17,505,133.585
I-18-A
Variable(1)
$91,921,463.245
I-19-A
Variable(1)
$10,537,350.260
I-20-A
Variable(1)
$ 3,566,421.465
I-21-A
Variable(1)
$ 3,129,069.105
I-22-A
Variable(1)
$ 2,368,254.440
I-23-A
Variable(1)
$ 2,225,082.620
I-24-A
Variable(1)
$ 2,117,195.725
I-25-A
Variable(1)
$ 2,024,563.260
I-26-A
Variable(1)
$ 1,936,282.160
I-27-A
Variable(1)
$ 1,865,106.650
I-28-A
Variable(1)
$ 1,830,385.510
I-29-A
Variable(1)
$ 2,332,080.030
I-30-A
Variable(1)
$
670,297.145
I-31-A
Variable(1)
$
646,396.405
I-32-A
Variable(1)
$
623,352.240
I-33-A
Variable(1)
$
601,133.595
I-34-A
Variable(1)
$
579,710.560
I-35-A
Variable(1)
$
559,054.340
I-36-A
Variable(1)
$
539,137.195
I-37-A
Variable(1)
$
519,932.410
I-38-A
Variable(1)
$
520,438.120
I-39-A
Variable(1)
$
509,786.740
I-40-A
Variable(1)
$ 5,547,502.135
I-1-B
Variable(1)
$ 8,816,250.440
I-2-B
Variable(1)
$10,063,326.490
I-3-B
Variable(1)
$11,261,846.965
I-4-B
Variable(1)
$12,308,021.085
I-5-B
Variable(1)
$13,149,518.170
I-6-B
Variable(1)
$13,799,220.295
I-7-B
Variable(1)
$13,250,837.850
I-8-B
Variable(1)
$12,642,761.470
I-9-B
Variable(1)
$12,058,856.110
I-10-B
Variable(1)
$11,502,269.140
I-11-B
Variable(1)
$10,971,709.350
I-12-B
Variable(1)
$10,465,947.015
I-13-B
Variable(1)
$ 9,983,810.995
I-14-B
Variable(1)
$ 9,526,655.255
I-15-B
Variable(1)
$ 9,104,937.495
I-16-B
Variable(1)
$ 9,064,832.285
I-17-B
Variable(1)
$17,505,133.585
I-18-B
Variable(1)
$91,921,463.245
I-19-B
Variable(1)
$10,537,350.260
I-20-B
Variable(1)
$ 3,566,421.465
I-21-B
Variable(1)
$ 3,129,069.105
I-22-B
Variable(1)
$ 2,368,254.440
I-23-B
Variable(1)
$ 2,225,082.620
I-24-B
Variable(1)
$ 2,117,195.725
I-25-B
Variable(1)
$ 2,024,563.260
I-26-B
Variable(1)
$ 1,936,282.160
I-27-B
Variable(1)
$ 1,865,106.650
I-28-B
Variable(1)
$ 1,830,385.510
I-29-B
Variable(1)
$ 2,332,080.030
I-30-B
Variable(1)
$
670,297.145
I-31-B
Variable(1)
$
646,396.405
I-32-B
Variable(1)
$
623,352.240
I-33-B
Variable(1)
$
601,133.595
I-34-B
Variable(1)
$
579,710.560
I-35-B
Variable(1)
$
559,054.340
I-36-B
Variable(1)
$
539,137.195
I-37-B
Variable(1)
$
519,932.410
I-38-B
Variable(1)
$
520,438.120
I-39-B
Variable(1)
$
509,786.740
I-40-B
Variable(1)
$ 5,547,502.135
I
Variable(1)
$
39,571.931
II
Variable(1)
$
35,331.009
A-I
Variable(1)
$83,662,636.590
_______________
(1)
Calculated as provided in the definition of Uncertificated REMIC I
Pass-Through Rate.
REMIC II
As provided herein, the REMIC Administrator will make an election
to treat the segregated pool of assets
consisting of the REMIC I Regular Interests as a REMIC for federal
income tax purposes, and such segregated pool
of assets will be designated as “REMIC II.” Component
II of the Class R Certificates will represent the sole
Class of “residual interests” in REMIC II for purposes
of the REMIC Provisions (as defined herein) under federal
income tax law.
The following table irrevocably sets forth the designation,
remittance rate (the “Uncertificated
REMIC II Pass Through Rate”) and initial Uncertificated
Principal Balance for each of the “regular interests”
in
REMIC II (the “REMIC II Regular Interests”).
The “latest possible maturity date” (determined solely
for purposes
of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for
each REMIC II Regular Interest shall be the
Maturity Date.
None of the REMIC II Regular Interests will be certificated.
Uncertificated REMIC II
Initial Uncertificated Principal
Designation
Pass-Through Rate
Balance
LT1
Variable(1)
$395,645,938.44
LT2
Variable(1)
$5,771.29
LT3
0.00%
$33,800.64
LT4
Variable(1)
$33,800.64
LT5
Variable(1)
$353,244,614.16
LT6
Variable(1)
$5,188.96
LT7
0.00%
$30,142.05
LT8
Variable(1)
$30,142.05
LT-IO
Variable(1)
(2)
_______________
(1)
Calculated as provided in the definition of Uncertificated REMIC II
Pass-Through Rate.
(2)
REMIC II Regular
Interest LT-IO will not have an
Uncertificated
Principal
Balance but will accrue interest
on its
uncertificated
notional
amount
calculated in
accordance
with the
definition
of
“Uncertificated
Notional Amount” herein.
REMIC III
As provided herein,
the REMIC
Administrator will elect to treat the segregated pool of assets
consisting
of the REMIC II Regular
Interests as a REMIC for federal income tax purposes,
and such
segregated pool of assets
will be
designated
as REMIC III.
Component
III of the Class R
Certificates
will
represent
the sole Class of
“residual
interests”
in REMIC
III for
purposes
of the REMIC
Provisions
under
federal
income
tax law.
The
following
table
irrevocably
sets
forth the
designation,
Pass
Through
Rate,
aggregate
Initial
Certificate
Principal
Balance,
certain
features,
month of Final
Scheduled
Distribution
Date and initial ratings for each
Class of
Certificates
comprising
the
interests
representing
“regular
interests”
in REMIC III.
The
“latest
possible
maturity
date”
(determined
solely for
purposes
of
satisfying
Treasury
Regulation
Section
1.860G
1(a)(4)(iii)) for each of REMIC III Regular Interest shall be the
Maturity Date.
Aggregate Initial
Month of
Pass-Through
Certificate Principal
Final Scheduled
Designation
Type
Rate
Balance
Features
Distribution Date
Rating
S&P
Moody's
Class A-I-1
Regular(1)
Adjustable(2)(3)
$
185,876,000
Senior/Adjustable Rate
January 2033
AAA
Aaa
Class A-I-2
Regular(1)
Adjustable(2)(3)
$
27,665,000
Senior/Adjustable Rate
September 2034
AAA
Aaa
Class A-I-3
Regular(1)
Adjustable(2)(3)
$
105,994,000
Senior/Adjustable Rate
October 2036
AAA
Aaa
Class A-I-4
Regular(1)
Adjustable(2)(3)
$
46,505,000
Senior/Adjustable Rate
January 2037
AAA
Aaa
Class A-II
Regular(1)
Adjustable (2)(3)
$
326,812,000
Senior/Adjustable Rate
January 2037
AAA
Aaa
Class SB
Regular (4)
(4)
$
56,177,398.23
Subordinate
N/A
N/A
N/A
IO
Regular (5)
(6)
(7)
Interest Only
N/A
N/A
_______________
(1)
This Class of
Certificates
represents
ownership of a REMIC III Regular
Interest
together with (i) certain
rights to payments to be made from amounts
received
under the Swap
Agreement
which will be deemed made for
federal income tax purposes
outside of REMIC III by the holder of the Class SB
Certificates
as the owner of
the Swap Agreement and (ii) the obligation to pay the Class IO
Distribution
Amount.
Any amount
distributed
on this Class of Certificates on any
Distribution
Date in excess of the amount
distributable on the related
REMIC III Regular
Interest on such
Distribution
Date shall be treated
for federal
income tax
purposes as
having been paid from the Supplemental
Interest Trust Account and any amount
distributable on such REMIC III
Regular
Interest
on such
Distribution
Date
in
excess
of the
amount
distributable
on
such
Class
of
Certificates
on such
Distribution
Date shall be treated as having
been paid to the
Supplemental
Interest
Trust Account, all pursuant to and as further provided in Section
4.10 hereof.
(2)
The REMIC III Regular
Interests,
ownership of which is represented by the Class A Certificates,
will accrue
interest
at a per annum rate equal to LIBOR plus the
applicable
Margin,
each
subject to a payment
cap as
described
in the
definition
of “Pass
Through
Rate”
and the
provisions
for the
payment
of Basis
Risk
Shortfalls
herein,
which
payments will not be part of the
entitlement
of the REMIC III Regular
Interests
related to such Certificates.
(3)
The
Class A-I
and
Class A-II
Certificates
will also entitle
their
holders to certain
payments from the
Holder of the Class SB Certificates
from amounts to which the related REMIC III Regular
Interest is entitled
and from amounts
received under the Swap Agreement,
which will not be a part of their ownership of the REMIC
III Regular Interests.
(4)
The Class SB
Certificates
will
accrue
interest
as
described
in the
definition
of Accrued
Certificate
Interest.
The Class SB Certificates
will not accrue interest on their
Certificate
Principal
Balance.
The
Class SB
Certificates
will be
comprised of four REMIC III Regular
Interests,
two
principal
only Regular
Interests
designated
SB-PO-I and SB-PO-II and two interest
only Regular
Interests
designated
SB-IO-I and
SB-IO-II,
which will be entitled to distributions as set forth herein.
The rights of the Holder of the Class
SB
Certificates
to payments
from the Swap
Agreement
shall be outside and apart from its rights
under the
REMIC III Regular Interests SB-IO-I, SB-IO-II, SB-PO-I and
SB-PO-II.
(5)
REMIC
III
Regular
Interest
IO
will be
held
as an
asset
of the
Supplemental
Interest
Trust
Account
established
by the Trustee and will be treated for federal
income tax purposes as owned by the holder of the
Class SB Certificates.
(6)
For federal
income tax purposes,
REMIC III Regular
Interest IO will not have a Pass Through Rate,
but will
be entitled to 100% of the amounts distributed on REMIC II Regular
Interest LT-IO.
(7)
For federal
income tax
purposes,
REMIC III Regular
Interest IO will not have an
Uncertificated
Principal
Balance,
but will have a notional
amount
equal to the
Uncertificated
Notional
Amount of REMIC II Regular
Interest LT-IO.
In consideration of the mutual
agreements herein
contained,
the Depositor,
the Master Servicer and the
Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01.
Definitions.
Whenever used in this Agreement,
the following words and phrases,
unless the context otherwise requires,
shall have the meanings specified in this Article.
Accrued
Certificate
Interest:
With
respect
to
each
Distribution
Date
and
each
Class of
Class A
Certificates,
an
amount
equal to the
interest
accrued
during
the
related
Interest
Accrual
Period
on the
Certificate
Principal Balance thereof
immediately
prior to such
Distribution
Date at the related
Pass-Through
Rate for that Distribution Date.
The amount of Accrued
Certificate
Interest on each Class of
Certificates shall be reduced by the amount
of Prepayment
Interest
Shortfalls on the related Mortgage Loans during the prior calendar
month to the extent not
covered by Compensating
Interest
pursuant to
Section 3.16,
and by Relief Act Shortfalls on the related Mortgage
Loans during the related Due Period.
The portion of any
Prepayment
Interest
Shortfalls or Relief Act Shortfalls
allocated to the Class A
Certificates
will be based upon the related
Senior
Percentage
of all such
reductions
with
respect
to the
related
Mortgage
Loans,
such
reductions
will be
allocated
among the
related
Class A
Certificates,
pro rata, on the basis of Accrued
Certificate
Interest
payable on such
Distribution
Date absent
such reductions.
Accrued
Certificate
Interest for any Distribution
Date shall further be reduced by the interest portion
of Realized Losses allocated to any Class of Certificates pursuant
to Section 4.05.
Accrued
Certificate
Interest
shall accrue on the basis of a 360-day year and the actual
number of days
in the related Interest Accrual Period.
With
respect
to each
Distribution
Date and the
Class SB
Certificates,
interest
accrued
during the
preceding
Interest
Accrual
Period at the related
Pass-Through
Rate on the
Uncertificated
Notional
Amount as
specified in the definition of Pass-Through
Rate,
immediately
prior to such
Distribution
Date,
reduced by any
interest
shortfalls with respect to the Mortgage Loans,
including
Prepayment
Interest
Shortfalls to the extent
not
covered
by
Compensating
Interest
pursuant
to
Section 3.16
or
by
Excess
Cash
Flow
pursuant
to
Section 4.02(c)(iv)
and (v). Accrued Certificate
Interest on the Class SB
Certificates shall accrue on the basis
of a 360-day year and the actual number of days in the related
Interest Accrual Period.
Adjusted
Available
Distribution
Amount:
With
respect
to
any
Distribution
Date,
the
Available
Distribution
Amount increased by the excess,
if any, of the Net Swap Payment owed to the Swap
Counterparty
over
the amount distributable on such Distribution Date in respect of
REMIC III Regular Interest IO.
Adjusted
Mortgage
Rate:
With respect to any Mortgage Loan and any date of
determination,
the Mortgage
Rate borne by the related Mortgage Note, less the rate at which the
related Subservicing Fee accrues.
Adjusted
Strip Rate:
With respect to any
Distribution
Date,
a per annum rate equal to the excess,
if
any, of the
Uncertificated
REMIC I Pass-Through
Rate for REMIC I Regular
Interest A-I over the weighted average
of (v) with respect to REMIC I Regular
Interests
ending with the
designation
“B,” the
weighted
average of the
Uncertificated
REMIC I
Pass-Through
Rates
for such
REMIC I
Regular
Interests,
weighted
on the basis of the
Uncertificated
Principal
Balance of such REMIC I Regular
Interests
for each such
Distribution
Date,
(w) with
respect to REMIC I Regular
Interest A-I, the
Uncertificated
REMIC I
Pass-Through
Rate for such REMIC I Regular
Interest,
(x) with respect to REMIC I Regular
Interest I, the
Uncertificated
REMIC I Pass Through Rate for such
REMIC I Regular
Interest,
(y) with
respect
to REMIC I Regular
Interest
II,
the
Uncertificated
REMIC I Pass
Through Rate for such REMIC I Regular
Interest,
and (z) with respect to REMIC I Regular Interests ending with the
designation “A,” for each
Distribution
Date listed below, the weighted average of the rates listed below
for each
such REMIC I Regular Interest listed below,
weighted on the basis of the Uncertificated
Principal Balance of each
such REMIC I Regular Interest for each such Distribution Date:
Distribution Date
REMIC I Regular Interest
Rate
1
I-1-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
2
I-1-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
3
I-1-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
4
I-2-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A
Uncertificated REMIC I Pass-Through Rate
5
I-3-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A and I-2-A
Uncertificated REMIC I Pass-Through Rate
6
I-4-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-3-A
Uncertificated REMIC I Pass-Through Rate
7
I-5-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-4-A
Uncertificated REMIC I Pass-Through Rate
8
I-6-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-5-A
Uncertificated REMIC I Pass-Through Rate
9
I-7-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-6-A
Uncertificated REMIC I Pass-Through Rate
10
I-8-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-7-A
Uncertificated REMIC I Pass-Through Rate
11
I-9-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-8-A
Uncertificated REMIC I Pass-Through Rate
12
I-10-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-9-A
Uncertificated REMIC I Pass-Through Rate
13
I-11-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-10-A
Uncertificated REMIC I Pass-Through Rate
14
I-12-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-11-A
Uncertificated REMIC I Pass-Through Rate
15
I-13-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-12-A
Uncertificated REMIC I Pass-Through Rate
16
I-14-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-13-A
Uncertificated REMIC I Pass-Through Rate
17
I-15-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-14-A
Uncertificated REMIC I Pass-Through Rate
18
I-16-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-15-A
Uncertificated REMIC I Pass-Through Rate
19
I-17-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-16-A
Uncertificated REMIC I Pass-Through Rate
20
I-18-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-17-A
Uncertificated REMIC I Pass-Through Rate
21
I-19-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-18-A
Uncertificated REMIC I Pass-Through Rate
22
I-20-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-19-A
Uncertificated REMIC I Pass-Through Rate
23
I-21-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-20-A
Uncertificated REMIC I Pass-Through Rate
24
I-22-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-21-A
Uncertificated REMIC I Pass-Through Rate
25
I-23-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-22-A
Uncertificated REMIC I Pass-Through Rate
26
I-24-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-23-A
Uncertificated REMIC I Pass-Through Rate
27
I-25-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-24-A
Uncertificated REMIC I Pass-Through Rate
28
I-26-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-25-A
Uncertificated REMIC I Pass-Through Rate
29
I-27-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-26-A
Uncertificated REMIC I Pass-Through Rate
30
I-28-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-27-A
Uncertificated REMIC I Pass-Through Rate
31
I-29-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-28-A
Uncertificated REMIC I Pass-Through Rate
32
I-29-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-28-A
Uncertificated REMIC I Pass-Through Rate
33
I-29-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-28-A
Uncertificated REMIC I Pass-Through Rate
34
I-29-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-28-A
Uncertificated REMIC I Pass-Through Rate
35
I-29-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-28-A
Uncertificated REMIC I Pass-Through Rate
36
I-29-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-28-A
Uncertificated REMIC I Pass-Through Rate
37
I-29-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-28-A
Uncertificated REMIC I Pass-Through Rate
38
I-29-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-28-A
Uncertificated REMIC I Pass-Through Rate
39
I-29-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-28-A
Uncertificated REMIC I Pass-Through Rate
40
I-29-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-28-A
Uncertificated REMIC I Pass-Through Rate
41
I-29-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-28-A
Uncertificated REMIC I Pass-Through Rate
42
I-29-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-28-A
Uncertificated REMIC I Pass-Through Rate
43
I-29-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-28-A
Uncertificated REMIC I Pass-Through Rate
44
I-29-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-28-A
Uncertificated REMIC I Pass-Through Rate
45
I-29-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-28-A
Uncertificated REMIC I Pass-Through Rate
46
I-29-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-28-A
Uncertificated REMIC I Pass-Through Rate
47
I-30-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-29-A
Uncertificated REMIC I Pass-Through Rate
48
I-31-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-30-A
Uncertificated REMIC I Pass-Through Rate
49
I-32-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-31-A
Uncertificated REMIC I Pass-Through Rate
50
I-33-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-32-A
Uncertificated REMIC I Pass-Through Rate
51
I-34-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-33-A
Uncertificated REMIC I Pass-Through Rate
52
I-35-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-34-A
Uncertificated REMIC I Pass-Through Rate
53
I-36-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-35-A
Uncertificated REMIC I Pass-Through Rate
54
I-37-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-36-A
Uncertificated REMIC I Pass-Through Rate
55
I-38-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-37-A
Uncertificated REMIC I Pass-Through Rate
56
I-39-A through I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-38-A
Uncertificated REMIC I Pass-Through Rate
57
I-40-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-39-A
Uncertificated REMIC I Pass-Through Rate
Thereafter
I-1-A through I-40-A
Uncertificated REMIC I Pass-Through Rate
Adjustment
Date: With respect to each
adjustable-rate
Mortgage Loan, each date set forth in the related
Mortgage Note on which an adjustment to the interest rate on such
Mortgage Loan becomes effective.
Advance:
With
respect to any
Mortgage
Loan,
any
advance
made by the Master
Servicer,
pursuant
to
Section 4.04.
Affected Party:
As defined in the Swap Agreement.
Affiliate:
With
respect to any Person,
any other
Person
controlling,
controlled
by or under
common
control
with such
first
Person.
For
purposes
of this
definition,
“control”
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.
Agreement:
This Pooling and Servicing Agreement and all amendments hereof and
supplements hereto.
Amount Held for Future
Distribution:
With
respect to any
Distribution
Date,
the total of the amounts
held in the
Custodial
Account
at the
close of
business
on the
preceding
Determination
Date on
account
of
(i) Liquidation Proceeds, Subsequent Recoveries, Insurance
Proceeds, REO Proceeds, Principal Prepayments,
Mortgage
Loan purchases made pursuant to Section 2.02,
2.03, 2.04 or 4.07 and Mortgage Loan
substitutions made pursuant to
Section 2.03
or 2.04
received
or made in the
month of such
Distribution
Date
(other
than
such
Liquidation
Proceeds,
Subsequent Recoveries,
Insurance Proceeds, REO Proceeds and purchases of Mortgage Loans
that the Master
Servicer has deemed to have been
received in the
preceding
month in accordance
with
Section 3.07(b))
and (ii)
payments
which
represent
early
receipt of scheduled
payments of principal
and interest due on a date or dates
subsequent to the Due Date in the related Due Period.
Appraised
Value:
With respect to any Mortgaged
Property,
the lesser of (i) the appraised value of such
Mortgaged
Property based upon the appraisal made at the time of the
origination of the related
Mortgage Loan, and
(ii) the sales
price of the
Mortgaged
Property
at such time of
origination,
except in the case of a Mortgaged
Property
securing a refinanced or modified
Mortgage Loan as to which it is either the appraised
value based upon
the appraisal made at the time of
origination of the loan which was refinanced or modified or the
appraised
value
determined in an appraisal at the time of refinancing or
modification, as the case may be.
Assignment:
An
assignment of the Mortgage,
notice of transfer or equivalent
instrument,
in recordable
form,
sufficient under the laws of the jurisdiction
wherein the related Mortgaged
Property is located to reflect
of record the sale of the Mortgage
Loan to the Trustee for the benefit of
Certificateholders,
which
assignment,
notice
of
transfer
or
equivalent
instrument
may be in the form of one or more
blanket
assignments
covering
Mortgages
secured by Mortgaged
Properties
located in the same county,
if permitted by law and accompanied by an
Opinion of Counsel to that effect.
Assignment
Agreement:
The
Assignment
and
Assumption
Agreement,
dated
the
Closing
Date,
between
Residential
Funding and the
Depositor
relating to the transfer and
assignment of the Mortgage
Loans,
attached
hereto as Exhibit R.
Available
Distribution
Amount:
With respect to any Distribution Date, an amount equal to (a) the
sum of
(i) the amount
relating to the Mortgage
Loans on deposit in the Custodial
Account as of the close of business on
the immediately
preceding
Determination Date, including any Subsequent
Recoveries,
and amounts deposited in the
Custodial
Account in connection with the substitution of Qualified
Substitute
Mortgage Loans, (ii) the amount of
any Advance
made on the
immediately
preceding
Certificate
Account
Deposit
Date with
respect to the Mortgage
Loans,
(iii) any amount
deposited in the
Certificate
Account on the related
Certificate
Account
Deposit Date
pursuant to the second
paragraph of
Section 3.12(a)
in respect of the Mortgage
Loans,
(iv) any amount that the
Master Servicer is not permitted to withdraw from the Custodial
Account pursuant to
Section 3.16(e)
in respect of
the Mortgage
Loans,
(v) any amount
deposited in the
Certificate
Account
pursuant to
Section 4.07
or 9.01 in
respect of the
Mortgage
Loans and (vi)
amounts on
deposit in the
Certificate
Account in respect of an Insured
Payment pursuant to Section 4.11(b) in accordance with the
Certificate
Guaranty
Insurance Policy,
reduced by (b)
the sum as of the close of
business on the
immediately
preceding
Determination
Date of (w) the Amount Held for
Future
Distribution
with
respect to the
Mortgage
Loans,
(x) amounts
permitted
to be withdrawn by the Master
Servicer from the Custodial
Account in respect of the Mortgage Loans pursuant to clauses
(ii)-(x),
inclusive,
of
Section 3.10(a),
(y) any Net Swap
Payments
required
to be made to the Swap
Counterparty
and Swap
Termination
Payments not due to a Swap Counterparty
Trigger Event for such
Distribution Date and (z) the Certificate
Insurer
Premium payable.
Balloon
Loan:
Each of the Mortgage
Loans having an original
term to maturity
that is shorter than the
related amortization term.
Balloon
Payment:
With respect to any Balloon Loan,
the related
Monthly
Payment
payable on the stated
maturity date of such Balloon Loan.
Bankruptcy Code:
The Bankruptcy Code of 1978, as amended.
Basis Risk Shortfalls:
Group I Basis Risk Shortfalls or Group II Basis Risk Shortfalls, as
applicable.
Book-Entry Certificate:
Any Certificate registered in the name of the Depository or its
nominee.
Business
Day: Any day other than (i) a Saturday or a Sunday or (ii) a day on
which
banking
institutions
in the State of
California,
the
State of
Minnesota,
the State of Texas,
the State of New York or the State of
Illinois
(and such other
state or states in which the
Custodial
Account or the
Certificate
Account are at the
time located) are required or authorized by law or executive order
to be closed.
Calendar
Quarter:
A Calendar
Quarter shall
consist of one of the
following
time periods in any given
year:
January 1 through
March 31,
April 1 through
June 30, July 1 through
September
30, and October 1 through
December 31.
Capitalization
Reimbursement
Amount:
With respect to any
Distribution
Date, the amount of Advances or
Servicing
Advances
that were
added to the
Stated
Principal
Balance
of the
Mortgage
Loans
during the prior
calendar
month and
reimbursed
to the
Master
Servicer
or
Subservicer
on or prior to such
Distribution
Date
pursuant to Section 3.10(a)(vii).
Cash
Liquidation:
With respect to any defaulted
Mortgage Loan other than a Mortgage Loan as to which an
REO
Acquisition
occurred,
a determination
by the Master
Servicer that it has received all Insurance
Proceeds,
Liquidation
Proceeds and other payments or cash recoveries which the Master
Servicer
reasonably and in good faith
expects to be finally recoverable with respect to such Mortgage
Loan.
Certificate:
Any Class A Certificate, Class SB Certificate or Class R
Certificate.
Certificate
Account:
The account or accounts
created and
maintained
pursuant to
Section 4.01,
which
shall be entitled “U.S. Bank National
Association,
as trustee, in trust for the registered holders of Residential
Asset Securities Corporation,
Home Equity Mortgage Asset-Backed
Pass-Through
Certificates,
Series 2007-EMX1 and
Financial
Guaranty
Insurance
Company” and which account shall be held for the benefit of
the
Certificateholders
and the
Certificate
Insurer
and which must be an Eligible
Account.
Any such
account or
accounts
created and
maintained
subsequent
to the Closing
Date shall be subject to the
approval of the
Certificate
Insurer,
which
approval shall not be unreasonably withheld.
Certificate Account Deposit Date:
With respect to any Distribution Date, the Business Day prior
thereto.
Certificate
Guaranty
Insurance Policy:
The Financial
Guaranty
Insurance Policy,
Policy No. 07030010,
issued by the
Certificate
Insurer in respect of the Class A
Certificates,
a copy of which is attached hereto as
Exhibit V.
Certificateholder
or Holder:
The Person in whose name a Certificate
is
registered
in the
Certificate
Register,
except that neither a Disqualified
Organization
nor a Non-United
States Person shall be a holder of a
Class R
Certificate
for any purpose
hereof.
Solely for the purpose of giving any consent or direction
pursuant
to this Agreement,
any
Certificate,
other than a Class R
Certificate,
registered in the name of the Depositor,
the Master
Servicer or any
Subservicer
or any Affiliate
thereof shall be deemed not to be
outstanding
and the
Percentage
Interest or Voting Rights evidenced thereby shall not be taken into
account in determining
whether the
requisite
amount of Percentage
Interests or Voting
Rights
necessary to effect any such consent or direction has
been
obtained.
All
references
herein
to
“Holders”
or
“Certificateholders”
shall
reflect
the
rights
of
Certificate
Owners as they may indirectly
exercise such rights through the Depository and
participating
members
thereof, except as otherwise specified herein;
provided,
however, that the Trustee shall be required to recognize
as a “Holder” or
“Certificateholder”
only the Person in whose name a Certificate is registered in the
Certificate
Register.
Unless
otherwise
indicated in this
Agreement,
the Custodial
Agreement or the Assignment
Agreement,
whenever
reference
is made to the
actions
taken
by the
Trustee
on
behalf
of the
Certificateholders,
such
reference
to
Certificateholders
shall
include
the
Certificate
Insurer
as long
as
there
is no
continuing
Certificate Insurer Default.
Certificate
Insurer:
Financial
Guaranty
Insurance
Company,
a
New
York-domiciled
stock
insurance
corporation or its successors in interest.
Certificate
Insurer
Account:
An account of the Certificate
Insurer
maintained at JP Morgan Chase Bank
(ABA No.
021000021),
Account No.
904951812,
Attention:
Policy No.
07030010,
or such other
account as may be
designated
by the
Certificate
Insurer to the
Trustee in writing not less than five
Business
Days prior to the
related Distribution Date.
Certificate
Insurer
Default:
The existence and
continuance of any of the
following:
(a) a failure by
the Certificate
Insurer to make a payment required under the Certificate
Guaranty
Insurance Policy in accordance
with its terms;
or (b)(i) the
Certificate
Insurer (A) files any
petition or
commences
any case or
proceeding
under any
provision
or chapter of the
Bankruptcy
Code or any other
similar
federal or state law
relating
to
insolvency,
bankruptcy,
rehabilitation,
liquidation or
reorganization,
(B) makes a general
assignment for the
benefit of its
creditors,
or (C) has an order for relief
entered
against
it under the
Bankruptcy
Code or any
other
similar
federal
or
state
law
relating
to
insolvency,
bankruptcy,
rehabilitation,
liquidation
or
reorganization
which
is
final
and
nonappealable;
or (ii) a court
of
competent
jurisdiction,
the New
York
insurance department or other competent
regulatory
authority enters a final and nonappealable order,
judgment or
decree (A)
appointing
a
custodian,
trustee,
agent or receiver
for the
Certificate
Insurer or for all or any
material
portion of its property or (B)
authorizing
the taking of possession by a custodian,
trustee,
agent or
receiver of the
Certificate
Insurer (or the taking of possession
of all or any material
portion of the property
of the Certificate Insurer).
Certificate
Insurer Premium:
The premium payable in accordance with the Certificate
Guaranty
Insurance
Policy,
which
shall
be
payable
in
accordance
with
Section
4.02
in an
amount
equal
to (i) on the
first
Distribution
Date, an amount
calculated by multiplying the Certificate
Insurer Premium Rate converted to a daily
rate by the aggregate
initial
Certificate
Principal
Balance of the Class A Certificates
for the number of days
from and
including
the
Closing
Date to but
excluding
the first
Distribution
Date,
and (ii) for
subsequent
Distribution
Dates,
one twelfth of the product of (A) the Certificate
Insurer Premium Rate and (B) the aggregate
Certificate
Principal
Balance of the Class A Certificates on the previous
Distribution Date (after giving effect
to any distributions of principal to be made on such previous
Distribution Date).
Certificate
Insurer
Premium
Modified
Rate:
With respect to any
Distribution
Date,
the
Certificate
Insurer
Premium
Rate
for the
Class A
Certificates
times a
fraction
equal to (x) the
aggregate
Certificate
Principal
Balance of the Class A Certificates as of such date over (y) the
aggregate Stated
Principal
Balance of
the Mortgage Loans as of such date.
Certificate Insurer Premium Rate:
Shall mean 0.22% per annum.
Certificate
Owner:
With respect to a Book-Entry
Certificate,
the Person who is the beneficial owner of
such
Certificate,
as reflected on the books of an indirect
participating
brokerage
firm for which a Depository
Participant
acts as agent, if any, and otherwise on the books of a Depository
Participant,
if any, and otherwise
on the books of the Depository.
Certificate
Principal
Balance:
With respect to any Class A
Certificate,
on any date of determination,
an amount
equal to (i) the Initial
Certificate
Principal
Balance of such
Certificate
as specified on the face
thereof,
minus (ii) the sum of (x) the
aggregate
of all
amounts
previously
distributed
with
respect to such
Certificate
(or any
predecessor
Certificate)
and applied to reduce the
Certificate
Principal
Balance thereof
(including such amounts paid pursuant to the Certificate
Guaranty
Insurance
Policy) pursuant to
Section 4.02(c)
and (y) the aggregate of all
reductions in
Certificate
Principal
Balance
deemed to have occurred in connection
with
Realized
Losses
which were
previously
allocated
to such
Certificate
(or any
predecessor
Certificate)
pursuant
to
Section 4.05
(other
than any
amounts
included
in an Insured
Payment
and paid
pursuant
to the
Certificate
Guaranty
Insurance
Policy);
provided,
that with respect to any Distribution
Date, the Certificate
Principal
Balances of: (i) the Class A-I
Certificates
will be
increased,
in each case to the extent to which a
Realized Loss was previously
allocated thereto and remaining
unreimbursed,
by the Subsequent Recovery Allocation
Amount
for Loan
Group I
to the
Class A-I
Certificates,
pro
rata,
based on the
amount
of
Realized
Losses
previously allocated thereto and remaining
unreimbursed,
and (ii) the Class A-II
Certificates will be increased,
in each case, to the extent of Realized Losses
previously
allocated
thereto and remaining
unreimbursed,
by the
Subsequent Recovery Allocation Amount for Loan Group II to the
Class A-II Certificates.
With
respect
to any
Class SB
Certificate,
on any
date
of
determination,
an
amount
equal
to the
Percentage
Interest
evidenced by such
Certificate,
multiplied by an amount equal to (i) the excess,
if any, of
(A) the then aggregate
Stated
Principal
Balance of the Mortgage
Loans over (B) the then
aggregate
Certificate
Principal
Balance of the Class A
Certificates
then
outstanding,
which
represents the sum of (i) the aggregate
initial
principal
balance of REMIC III
Regular
Interests
SB-PO-I and SB-PO-II,
as reduced by Realized
Losses
allocated
thereto and payments
deemed made thereon,
and (ii) aggregate
accrued and unpaid interest on REMIC III
Regular
Interests
SB-IO-I
and
SB-IO-II,
as
reduced
by
Realized
Losses
allocated
thereto.
The
Class R
Certificates will not have a Certificate Principal Balance.
Certificate
Register and
Certificate
Registrar:
The register
maintained
and the registrar
appointed
pursuant to Section 5.02.
Class:
Collectively, all of the Certificates or uncertificated interests
bearing the same designation.
Class A Certificates:
Collectively, the Class A-I-1 Certificates,
Class A-I-2 Certificates,
Class A-I-3
Certificates, Class A-I-4 Certificates and Class A-II Certificates.
Class A
Interest
Distribution
Priority:
With
respect to each Class of
Class A
Certificates
and any
Distribution Date, the amount available for payment of Accrued
Certificate
Interest thereon for that Distribution
Date plus Accrued
Certificate
Interest thereon remaining unpaid from any prior
Distribution Date, in the amounts
and priority as follows:
(i)
first,
concurrently,
to the
Class A-I
Certificates,
pro rata,
from the
Class A-I
Interest
Remittance Amount, and to the Class A-II
Certificates,
from the Class A-II
Interest Remittance
Amount;
(ii)
second,
to the
Class A-I
Certificates,
pro
rata,
from
the
remaining
Class A-II
Interest
Remittance
Amount,
or to the Class A-II
Certificates,
from the remaining
Class A-I
Interest
Remittance
Amount,
as needed after taking into account any distributions in respect of
interest
on the Class A Certificates made in first above;
(iii)
third,
concurrently,
to the Class A-I
Certificates,
pro rata,
from the Principal
Remittance
Amount
related
to
Loan
Group I,
and to
the
Class A-II
Certificates,
from
the
Principal
Remittance
Amount
related
to
Loan
Group II,
as
needed
after
taking
into
account
any
distributions
in
respect
of
interest
on the
Class A
Certificates
made in first and second
above; and
(iv)
fourth, to the Class A-I
Certificates,
pro rata, from the remaining Principal Remittance Amount
related
to Loan
Group II,
or to the
Class A-II
Certificates,
from the
remaining
Principal
Remittance
Amount
related
to
Loan
Group I,
as
needed
after
taking
into
account
any
distributions
in respect of
interest
on the
Class A
Certificates
made in first,
second and
third above.
Class A-I-1
Certificate:
Any
one
of
the
Class
A-I-1
Certificates
executed
by
the
Trustee
and
authenticated
by the Certificate
Registrar
substantially
in the form annexed hereto as Exhibit A, senior to the
Class SB
Certificates
and Class R
Certificates
with respect to
distributions
and the
allocation
of Realized
Losses in respect of Group I Loans as set forth in Section 4.05,
and
evidencing
(i) an interest
designated as a
“regular interest” in REMIC III for purposes of the
REMIC Provisions,
(ii) the right to receive payments under the
Swap Agreement and the SB-A Swap Agreement and (iii) the obligation
to pay the Class IO Distribution Amount.
Class A-I-1 Margin:
0.1000% per annum.
Class A-I-2
Certificate:
Any
one
of
the
Class
A-I-2
Certificates
executed
by
the
Trustee
and
authenticated
by the Certificate
Registrar
substantially
in the form annexed hereto as Exhibit A, senior to the
Class SB
Certificates
and Class R
Certificates
with respect to
distributions
and the
allocation
of Realized
Losses in respect of Group I Loans as set forth in Section 4.05,
and
evidencing
(i) an interest
designated as a
“regular interest” in REMIC III for purposes of the
REMIC Provisions,
(ii) the right to receive payments under the
Swap Agreement and the SB-A Swap Agreement and (iii) the obligation
to pay the Class IO Distribution Amount.
Class A-I-2 Margin:
0.1400% per annum.
Class A-I-3
Certificate:
Any
one
of
the
Class
A-I-3
Certificates
executed
by
the
Trustee
and
authenticated
by the Certificate
Registrar
substantially
in the form annexed hereto as Exhibit A, senior to the
Class SB
Certificates
and Class R
Certificates
with respect to
distributions
and the
allocation
of Realized
Losses in respect of Group I Loans as set forth in Section 4.05,
and
evidencing
(i) an interest
designated as a
“regular interest” in REMIC III for purposes of the
REMIC Provisions,
(ii) the right to receive payments under the
Swap Agreement and the SB-A Swap Agreement and (iii) the obligation
to pay the Class IO Distribution Amount.
Class A-I-3
Margin:
Initially,
0.2000% per annum, and on any Distribution
Date on and after the second
Distribution Date after the first possible Optional Termination
Date, 0.4000% per annum.
Class A-I-4
Certificate:
Any
one
of
the
Class
A-I-4
Certificates
executed
by
the
Trustee
and
authenticated
by the Certificate
Registrar
substantially
in the form annexed hereto as Exhibit A, senior to the
Class SB
Certificates
and Class R
Certificates
with respect to
distributions
and the
allocation
of Realized
Losses in respect of Group I Loans as set forth in Section 4.05,
and
evidencing
(i) an interest
designated as a
“regular interest” in REMIC III for purposes of the
REMIC Provisions,
(ii) the right to receive payments under the
Swap Agreement and the SB-A Swap Agreement and (iii) the obligation
to pay the Class IO Distribution Amount.
Class A-I-4
Margin:
Initially,
0.3000% per annum, and on any Distribution
Date on and after the second
Distribution Date after the first possible Optional Termination
Date, 0.6000% per annum.
Class A-I
Certificates:
Collectively,
the
Class A-I-1
Certificates,
Class A-I-2
Certificates,
Class A-I-3 Certificates and Class A-I-4 Certificates.
Class A-I
Interest
Remittance
Amount:
With
respect
to any
Distribution
Date,
the
portion
of the
Available
Distribution
Amount for that
Distribution
Date
attributable
to interest
received or advanced
with
respect to the Group I Loans.
Class A-II
Certificate:
Any
one
of
the
Class
A-II
Certificates
executed
by
the
Trustee
and
authenticated
by the Certificate
Registrar
substantially
in the form annexed hereto as Exhibit A, senior to the
Class SB
Certificates
and Class R
Certificates
with respect to
distributions
and the
allocation
of Realized
Losses in respect of Group II Loans as set forth in Section 4.05,
and
evidencing
(i) an interest
designated as a
“regular interest” in REMIC III for purposes of the
REMIC Provisions,
(ii) the right to receive payments under the
Swap Agreement and the SB-A Swap Agreement and (iii) the obligation
to pay the Class IO Distribution Amount.
Class A-II
Interest
Remittance
Amount:
With
respect
to any
Distribution
Date,
the
portion of the
Available
Distribution
Amount for that
Distribution
Date
attributable
to interest
received or advanced
with
respect to the Group II Loans.
Class A-II
Margin:
Initially,
0.2075% per annum, and on any
Distribution
Date on and after the second
Distribution Date after the first possible Optional Termination
Date, 0.4150% per annum.
Class R
Certificate:
Any one of the Class R Certificates
executed by the Trustee and
authenticated
by
the
Certificate
Registrar
substantially
in the form
annexed
hereto as Exhibit D and
evidencing
an
interest
designated as a “residual
interest” in the REMICs for purposes of the REMIC
Provisions.
Component I of the Class
R
Certificates
is
designated
as the sole class of “residual
interest” in REMIC I,
Component II of the Class R
Certificates
is designated as the sole class of “residual
interest” in REMIC II, and Component III of the Class R
Certificates is designated as the sole class of “residual
interest” in REMIC III.
Class SB
Certificate:
Any one of the Class SB
Certificates executed by the Trustee and authenticated by
the
Certificate
Registrar
substantially
in the form annexed
hereto as
Exhibit C,
subordinate
to the Class A
Certificates
with respect to
distributions
and the allocation of Realized
Losses as set forth in
Section 4.05,
and evidencing an interest
comprised of “regular
interests” in REMIC III together with certain rights to
payments
under the Swap Agreements for purposes of the REMIC Provisions.
Closing Date:
March 12, 2007.
Code:
The Internal Revenue Code of 1986.
Commission:
The Securities and Exchange Commission.
Compensating
Interest:
With respect to any Distribution
Date, any amount paid by the Master Servicer in
accordance with Section 3.16(f).
Corporate
Trust
Office:
The
principal
office
of the
Trustee
at
which at any
particular
time its
corporate
trust business with respect to this
Agreement
shall be
administered,
which office at the date of the
execution of this instrument is located at U.S. Bank National
Association,
EP-MN-WS3D,
60 Livingston Avenue, St.
Paul, Minnesota 55107, Attn: Structured Finance/RASC 2007-EMX1.
Credit Repository:
Equifax, Transunion and Experian, or their successors in interest.
Cumulative
Insurance
Payments:
As of any time of
determination,
the
aggregate
amount of all Insured
Payments previously paid by the Certificate
Insurer under the Certificate
Guaranty Insurance Policy minus (a) the
aggregate of all payments
previously made to the Certificate
Insurer pursuant to Sections
4.02(c)(iii) hereof as
reimbursement
for such Insured
Payments,
plus (b) interest
thereon from the date such amounts
became due until
paid in full, at a rate of interest equal to the rate set forth in
the Insurance Agreement.
Curtailment:
Any Principal Prepayment made by a Mortgagor which is not a
Principal Prepayment in Full.
Custodial
Account:
The custodial account or accounts created and maintained
pursuant to Section 3.07 in
the name of a
depository
institution,
as
custodian
for the
holders of the
Certificates,
for the
holders of
certain other
interests in mortgage
loans
serviced or sold by the Master
Servicer and for the Master
Servicer,
into which the amounts set forth in Section 3.07
shall be deposited
directly.
Any such account or accounts shall
be an Eligible Account.
Custodial
Agreement:
An agreement
that may be entered into among the
Depositor,
the Master
Servicer,
the Trustee and a Custodian in substantially the form of Exhibit E
hereto.
Custodial
File:
Any mortgage
loan document in the Mortgage File that is required to be delivered
to the
Trustee or the Custodian pursuant to Section 2.01(b) of this
Agreement.
Custodian:
Wells
Fargo
Bank,
N.A.,
or any
successor
custodian
appointed
pursuant
to a
Custodial
Agreement and reasonably acceptable to the Certificate Insurer.
Cut-off Date:
February 1, 2006.
Cut-off Date Balance:
$749,029,398.23.
Cut-off Date Principal
Balance:
With respect to any Mortgage Loan, the unpaid principal
balance thereof
at the Cut-off Date after giving
effect to all
installments
of principal
due on or prior thereto (or due in the
month of the Cut-off Date), whether or not received.
Debt Service
Reduction:
With respect to any Mortgage Loan, a reduction in the scheduled
Monthly Payment
for such Mortgage Loan by a court of competent
jurisdiction
in a proceeding
under the
Bankruptcy
Code,
except
such a reduction
constituting a Deficient
Valuation or any reduction
that results in a permanent
forgiveness of
principal.
Defaulting Party:
As defined in the Swap Agreement.
Deficiency Amount:
As defined in the Certificate Guaranty Insurance Policy.
Deficient
Valuation:
With
respect
to
any
Mortgage
Loan,
a
valuation
by
a
court
of
competent
jurisdiction
of the
Mortgaged
Property
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
Monthly
Payment that
constitutes
a permanent
forgiveness
of
principal,
which
valuation
or reduction
results from a
proceeding under the Bankruptcy Code.
Definitive Certificate:
Any definitive, fully registered Certificate.
Deleted
Mortgage
Loan: A Mortgage Loan replaced or to be replaced with a Qualified
Substitute
Mortgage
Loan.
Delinquent:
As used herein,
a Mortgage
Loan is
considered
to be: “30 to 59 days” or “30 or more days”
delinquent
when a payment due on any
scheduled
due date
remains
unpaid as of the close of business on the next
following
monthly
scheduled due date; “60 to 89 days” or “60 or
more days”
delinquent
when a payment due on any
scheduled due date remains unpaid as of the close of business on
the second following
monthly
scheduled due date;
and so on. The
determination
as to whether a Mortgage
Loan falls into these
categories
is made as of the close
of business on the last
business
day of each month.
For
example,
a Mortgage
Loan with a payment due on July 1
that
remained
unpaid
as of the close of
business
on August
31 would
then be
considered
to be 30 to 59 days
delinquent.
Delinquency
information
as of the
Cut-off
Date is
determined
and
prepared
as of the
close
of
business on the last business day immediately prior to the Cut-off
Date.
Depositor:
As defined in the preamble hereto.
Depository:
The Depository
Trust Company,
or any successor
Depository
hereafter named. The nominee of
the initial
Depository for purposes of registering those
Certificates
that are to be Book-Entry
Certificates is
Cede & Co. 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
and a
“clearing
agency”
registered
pursuant
to the
provisions of Section 17A of the Exchange Act.
Depository
Participant:
A broker,
dealer, bank or other financial
institution or other Person for whom
from
time to time a
Depository
effects
book-entry
transfers
and
pledges
of
securities
deposited
with the
Depository.
Derivative
Contract:
Any ISDA Master
Agreement,
together with the related
Schedule and
Confirmation,
entered into by the Trustee and a Derivative Counterparty in
accordance with Section 4.09.
Derivative Counterparty:
Any counterparty to a Derivative Contract as provided in Section
4.09.
Destroyed
Mortgage
Note: A Mortgage
Note the original of which was
permanently
lost or destroyed
and
has not been replaced.
Determination
Date:
With respect to any
Distribution
Date,
the 20th day (or if such 20th day is not a
Business Day, the Business Day immediately following such 20th day)
of the month of the related Distribution Date.
Disqualified
Organization:
Any
organization
defined
as
a
“disqualified
organization”
under
Section 860E(e)(5)
of the Code,
including,
if not
otherwise
included,
any of the
following:
(i) the
United
States,
any State or
political
subdivision
thereof,
any
possession
of the
United
States,
or any agency or
instrumentality
of any of the
foregoing
(other
than an
instrumentality
which is a
corporation
if all of its
activities
are subject to tax and,
except for Freddie
Mac, a majority of its board of
directors is not selected
by
such
governmental
unit),
(ii) a
foreign
government,
any
international
organization,
or any
agency
or
instrumentality
of any of the
foregoing,
(iii)
any
organization
(other
than
certain
farmers’
cooperatives
described
in
Section 521
of the Code) which is exempt
from the tax imposed by Chapter 1 of the Code
(including
the tax imposed by
Section 511
of the Code on unrelated
business
taxable
income) and
(iv) rural
electric and
telephone cooperatives described in
Section 1381(a)(2)(C)
of the Code. A Disqualified
Organization also includes
any “electing large
partnership,” as defined in
Section 775(a)
of the Code and any other Person so designated by
the Trustee
based upon an Opinion of Counsel
that the holding of an Ownership
Interest in a Class R
Certificate
by such Person may cause any REMIC or any Person having an
Ownership Interest in any Class of
Certificates
(other
than such
Person) to incur a liability
for any federal tax
imposed
under the Code that would not
otherwise
be
imposed but for the Transfer of an Ownership
Interest in a Class R
Certificate to such Person.
The terms “United
States,”
“State” and
“international
organization”
shall have the meanings set forth in Section 7701 of the Code
or successor provisions.
Distribution
Date:
The 25th day of any
month
beginning
in March
2007 or,
if such
25th day is not a
Business Day, the Business Day immediately following such 25th day.
DTC Letter:
The Letter of
Representations,
dated
March 9, 2007,
among the
Trustee,
on behalf of the
Trust Fund, U.S. Bank National Association, in its individual
capacity as agent thereunder and the Depository.
Due Date:
With respect to any
Distribution
Date and any Mortgage
Loan,
the day during the related Due
Period on which the Monthly Payment is due.
Due Period:
With respect to any Distribution Date, the calendar month of such
Distribution Date.
Early Termination Date:
Shall have the meaning set forth in the Swap Agreement.
Eligible Account:
An account that is any of the following:
(i) maintained with a depository
institution
the debt
obligations
of which have been rated by each Rating Agency in its highest
rating
available,
or (ii) an
account
or
accounts
in a
depository
institution
in which
such
accounts
are
fully
insured
to the
limits
established by the FDIC,
provided that any deposits not so insured shall, to the extent
acceptable to each Rating
Agency,
as evidenced in writing,
be maintained such that (as evidenced by an Opinion of Counsel
delivered to the
Trustee and each Rating Agency) the registered
Holders of
Certificates
have a claim with respect to the funds in
such account or a perfected
first 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
with which such account is maintained,
or (iii) in the case of the Custodial
Account,
a
trust account or accounts maintained in the corporate trust
department of U.S. Bank National
Association,
or (iv)
in the case of the Certificate
Account,
a trust account or accounts
maintained in the corporate trust department
of U.S. Bank National
Association,
or (v) an account or accounts of a depository
institution
acceptable to each
Rating
Agency (as
evidenced
in writing
by each
Rating
Agency
that use of any such
account as the
Custodial
Account or the
Certificate
Account
will not reduce the rating
assigned
to any
Class of
Certificates
by such
Rating Agency below the
then-current
rating assigned to such
Certificates
by such Rating Agency,
in each case,
without regard to the Certificate Guaranty Insurance Policy).
Eligible Master Servicing
Compensation:
With respect to any
Distribution
Date and each Loan Group, the
lesser of
(a) one-twelfth
of 0.125% of the Stated
Principal
Balance of the related
Mortgage Loans
immediately
preceding
such
Distribution
Date and (b) the sum of the Servicing Fee and all income and gain
on amounts held in
the
Custodial
Account and the
Certificate
Account and payable to the
Certificateholders
with
respect to such
Distribution
Date,
in each case with
respect to the
related
Loan
Group;
provided
that for
purposes of this
definition
the
amount of the
Servicing
Fee will not be reduced
pursuant
to
Section 7.02(a)
except as may be
required pursuant to the last sentence of such Section.
ERISA:
The Employee Retirement Income Security Act of 1974, as amended.
Event of Default:
As defined in Section 7.01.
Excess Cash Flow:
With
respect to any
Distribution
Date,
an amount equal to the sum of (A) the excess
of (i) the
Available
Distribution
Amount
for that
Distribution
Date
over
(ii)
the sum of (a) the
Interest
Distribution
Amount
for that
Distribution
Date and (b) the lesser of (1) the
aggregate
Certificate
Principal
Balance of Class A
Certificates
immediately
prior to such
Distribution
Date and (2) the
Principal
Remittance
Amount for that
Distribution
Date to the extent not applied to pay interest on the Class A
Certificates
on such
Distribution Date, (B) the
Overcollateralization
Reduction Amount, if any, for that Distribution Date and (C) any
Net
Swap
Payments
received
by the
Supplemental
Interest
Trust
Trustee
under
the Swap
Agreement
for that
Distribution Date and deposited in the Supplemental Interest Trust
Account pursuant to Section 4.10(c).
Excess
Overcollateralization
Amount:
With respect to any Distribution
Date, the excess, if any, of (a)
the Overcollateralization
Amount on such Distribution Date over (b) the Required
Overcollateralization Amount for
such Distribution Date.
Exchange Act:
The Securities Exchange Act of 1934, as amended.
Expense
Fee Rate:
With
respect to any
Mortgage
Loan as of any date of
determination,
the sum of the
applicable Servicing Fee Rate and the per annum rate at which the
applicable Subservicing Fee accrues.
Fannie Mae:
Fannie Mae, a federally
chartered and
privately
owned
corporation
organized and existing
under the Federal National Mortgage Association Charter Act, or any
successor thereto.
FDIC:
Federal Deposit Insurance Corporation or any successor thereto.
Final
Distribution
Date:
The
Distribution
Date on which
the final
distribution
in
respect
of the
Certificates will be made pursuant to Section 9.01,
which Final
Distribution Date shall in no event be later than
the end of the 90-day liquidation period described in Section 9.02.
Final
Scheduled
Distribution
Date:
Solely for
purposes of the face of the
Certificates,
as follows:
with respect to the
Class A-I-1
Certificates,
the
Distribution
Date occurring in January 2033; with respect to
the Class A-I-2
Certificates,
the Distribution
Date occurring in September 2034; with respect to the Class A-I-3
Certificates,
the
Distribution
Date occurring in October 2036; and with respect to the Class A-I-4
Certificates
and
Class A-II
Certificates,
the
Distribution
Date
occurring in January
2037. No event of default under this
Agreement
will
arise or become
applicable
solely by reason of the
failure
to retire
the
entire
Certificate
Principal Balance of any Class of Class A Certificates on or before
its Final Scheduled Distribution Date.
Fitch:
Fitch Ratings, or its successors in interest.
Fixed Swap Payment:
With respect to each
Distribution
Date commencing with the Distribution Date in May
2007 and ending with the
Distribution
Date in November
2011,
an amount equal to the product of (x) a fixed rate
equal to approximately
5.065% per annum, (y) the Swap Agreement
Notional Balance for that
Distribution
Date and
(z) a
fraction,
the
numerator
of which is 30, and the
denominator
of which is 360. As
described
in the Swap
Agreement, the fixed rate payer period end dates are not adjusted
in accordance with the business day convention.
Floating Swap Payment:
With respect to each
Distribution
Date commencing with the Distribution
Date in
May 2007 and ending
with the
distribution
date in
November
2011,
an amount
equal to the
product of (x) Swap
LIBOR, (y) the Swap Agreement
Notional
Balance for that
Distribution
Date and (z) a fraction,
the numerator of
which is equal to the number of days in the related
calculation
period as provided in the Swap
Agreement and the
denominator
of which is 360. As described
in the Swap
Agreement,
the
floating
rate payer period end dates are
adjusted in accordance with the business day convention.
Foreclosure
Profits:
With
respect
to any
Distribution
Date or
related
Determination
Date
and any
Mortgage
Loan,
the excess,
if any, of
Liquidation
Proceeds,
Insurance
Proceeds and REO Proceeds
(net of all
amounts
reimbursable
therefrom pursuant to Section
3.10(a)(ii)) in respect of each Mortgage Loan or REO Property
for which a Cash
Liquidation
or REO
Disposition
occurred in the related
Prepayment
Period over the sum of the
unpaid principal balance of such Mortgage Loan or REO Property
(determined,
in the case of an REO Disposition,
in
accordance
with Section
3.14) plus
accrued and unpaid
interest at the
Mortgage
Rate on such unpaid
principal
balance
from the Due
Date to which
interest
was
last
paid by the
Mortgagor
to the
first
day of the
month
following the month in which such Cash Liquidation or REO
Disposition occurred.
Form 10-K Certification:
As defined in Section 4.03(f)(i).
Freddie Mac:
Freddie Mac, 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.
Group I Basis Risk Shortfall:
With respect to any Class of Class A-I
Certificates
and any
Distribution
Date, an amount equal to the excess of (x) Accrued
Certificate
Interest for that Class
calculated at a per annum
rate (which shall not exceed 14.000% per annum) equal to LIBOR plus
the related Margin for that
Distribution
Date
over
(y)Accrued
Certificate
Interest
for that
Class if the
Pass-Through
Rate for that
Distribution
Date is
calculated
using the Group I Net WAC Cap Rate for that
Distribution
Date;
plus any
unpaid
Group I Basis
Risk
Shortfall from prior
Distribution
Dates,
plus interest thereon to the extent
previously
unreimbursed by Excess
Cash Flow
calculated
at a per annum rate
(which
shall not
exceed
14.000%
per annum)
equal to LIBOR plus the
related Margin for that Distribution Date.
Group I Loans:
The Mortgage
Loans
designated on the Mortgage Loan Schedule
attached
hereto as Exhibit
F-1.
The Group I Loans relate to the Class A-I Certificates and Class SB
Certificates.
Group I Net WAC Cap Rate:
With
respect
to any
Distribution
Date,
a per annum
rate
equal to (i) the
product of (a) the
weighted
average of the Net
Mortgage
Rates (or, if
applicable,
the
Modified
Net Mortgage
Rates) on the Group I Loans using the Net Mortgage
Rates (or, if applicable,
the Modified Net Mortgage
Rates) in
effect for the Monthly
Payments due on such
Mortgage
Loans during the related Due Period,
weighted on the basis
of the respective
Stated
Principal
Balances
thereof for that
Distribution
Date and (b) a fraction equal to 30
divided by the actual
number of days in the
related
Interest
Accrual
Period,
minus (ii) the
product of (a) a
fraction
expressed
as a
percentage
the
numerator
of which is the
amount
of any Net
Swap
Payments
or Swap
Termination
Payment
not due to a Swap
Counterparty
Trigger
Event
owed
to the
Swap
Counterparty
as of such
Distribution
Date and the denominator of which is the aggregate Stated Principal
Balance of the mortgage loans as
of such
Distribution
Date,
and (b) a fraction
expressed as a percentage,
the numerator of which is 360 and the
denominator of which is the actual number of days in the related
Interest
Accrual Period,
minus (iii) the product
of (a) the premium
rate for the
Certificate
Guaranty
Insurance
Policy due to the
Certificate
Insurer,
(b) a
fraction
expressed as a percentage the numerator of which is the aggregate
Certificate
Principal
Balance of the
Class
A-I
Certificates
as of such
Distribution
Date
and the
denominator
of which
is the
aggregate
Stated
Principal
Balance
of the Group I Loans as of such
distribution
date (in each
case
prior to
distributions
of
principal to be made for such
Distribution
Date) and (c) a fraction
expressed as a percentage,
the numerator of
which is 30 and the denominator of which is the actual number of
days in the related Interest Accrual Period.
Group I Principal
Distribution
Amount:
For any
Distribution
Date,
the
product of (x) the
Principal
Distribution
Amount for that
Distribution
Date and (y) a fraction,
the numerator of which is the portion of the
Principal
Allocation
Amount related to Loan Group I for that
Distribution
Date and the
denominator of which is
the Principal Allocation Amount for all of the Mortgage Loans for
that Distribution Date.
Group I REMIC II Net WAC Rate:
With
respect
to any
Distribution
Date,
a per annum
rate equal to the
weighted average of the Net Mortgage Rates on the Group I Loans
reduced by the Adjusted Strip Rate.
Group
II
Basis
Risk
Shortfall:
With
respect
to
any
Class
of
Class
A-II
Certificates
and
any
Distribution Date, an amount equal to the excess of (x) Accrued
Certificate
Interest for that Class calculated at
a per annum
rate
(which
shall not exceed
14.000%
per annum)
equal to LIBOR plus the
related
Margin for that
Distribution
Date
over (y)
Accrued
Certificate
Interest
for
that
Class
if the
Pass-Through
Rate for such
Distribution
Date is calculated
using the Group II Net WAC Cap Rate for that
Distribution
Date; plus any unpaid
Group II Basis Risk
Shortfall
from prior
Distribution
Dates,
plus
interest
thereon to the extent
previously
unreimbursed
by Excess Cash Flow
calculated at a per annum rate (which shall not exceed
14.000% per annum) equal
to LIBOR plus the related Margin for that Distribution Date.
Group II Loans:
The Mortgage Loans
designated on the Mortgage Loan Schedule
attached
hereto as Exhibit
F-2.
The Group II Loans relate to the Class A-II Certificates and Class
SB Certificates.
Group II Net WAC Cap Rate:
With
respect
to any
Distribution
Date,
a per annum
rate equal to (i) the
product of (a) the
weighted
average of the Net
Mortgage
Rates (or, if
applicable,
the
Modified
Net Mortgage
Rates) on the Group II Loans using the Net Mortgage Rates (or, if
applicable,
the Modified Net Mortgage
Rates) in
effect for the Monthly
Payments due on such
Mortgage
Loans during the related Due Period,
weighted on the basis
of the respective
Stated
Principal
Balances
thereof for that
Distribution
Date and (b) a fraction equal to 30
divided by the actual
number of days in the
related
Interest
Accrual
Period,
minus (ii) the
product of (a) a
fraction
expressed
as a
percentage
the
numerator
of which is the
amount
of any Net
Swap
Payments
or Swap
Termination
Payment
not due to a Swap
Counterparty
Trigger
Event
owed
to the
Swap
Counterparty
as of such
Distribution
Date and the denominator of which is the aggregate Stated Principal
Balance of the mortgage loans as
of such
Distribution
Date,
and (b) a fraction
expressed as a percentage,
the numerator of which is 360 and the
denominator of which is the actual number of days in the related
Interest
Accrual Period,
minus (iii) the product
of (a) the premium
rate for the
Certificate
Guaranty
Insurance
Policy due to the
Certificate
Insurer,
(b) a
fraction
expressed as a percentage
the numerator of which is the amount of Certificate
Principal
Balance of the
Class
A-II
Certificates
as of such
Distribution
Date and the
denominator
of which
is the
aggregate
Stated
Principal
Balance
of the Group II Loans as of such
Distribution
Date (in each case
prior to
distributions
of
principal to be made for such
Distribution
Date) and (c) a fraction
expressed as a percentage,
the numerator of
which is 30 and the denominator of which is the actual number of
days in the related Interest Accrual Period.
Group II Principal
Distribution
Amount:
For any
Distribution
Date,
the product of (x) the
Principal
Distribution
Amount for that
Distribution
Date and (y) a fraction,
the numerator of which is the portion of the
Principal
Allocation
Amount related to Loan Group II for that
Distribution
Date and the denominator of which is
the Principal Allocation Amount for all of the Mortgage Loans for
that Distribution Date.
Group II REMIC II Net WAC Rate:
With
respect
to any
Distribution
Date,
a per annum rate equal to the
weighted average of the Net Mortgage Rates on the Group II Loans
reduced by the Adjusted Strip Rate.
HUD:
The United States Department of Housing and Urban Development.
Independent:
When used with
respect
to any
specified
Person,
means
such a Person who (i) is in fact
independent of the Depositor,
the Master Servicer and the Trustee,
or any Affiliate
thereof,
(ii) does not have
any direct financial
interest or any material indirect
financial
interest in the Depositor,
the Master Servicer
or the Trustee or in an Affiliate
thereof,
and (iii) is not connected with the Depositor,
the Master Servicer or
the Trustee as an
officer,
employee,
promoter,
underwriter,
trustee,
partner,
director or person
performing
similar functions.
Index:
With respect to any
adjustable-rate
Mortgage Loan and as to any Adjustment
Date
therefor,
the
related index as stated in the related Mortgage Note.
Initial
Certificate
Principal Balance:
With respect to each Class of Certificates (other than the Class
R
Certificates),
the
Certificate
Principal
Balance of such Class of Certificates as of the Closing Date as set
forth in the Preliminary Statement hereto.
Insurance
Account:
The account or accounts created and maintained
pursuant to Section 4.11, which shall
be entitled “U.S. Bank National
Association,
as trustee, in trust for the registered holders of Residential
Asset
Securities Corporation,
Home Equity Mortgage Asset-Backed Pass-Through Certificates,
Series 2007-EMX1,” and which
must be an Eligible Account.
Insurance
Agreement:
The
Insurance
and
Indemnity
Agreement,
dated as of March 12,
2007,
among the
Certificate Insurer, the Trustee, the Sponsor and Master Servicer
and the Depositor.
Insurance
Proceeds:
Proceeds
paid in respect of the Mortgage
Loans
pursuant to any Primary
Insurance
Policy or any other related
insurance
policy covering a Mortgage Loan, to the extent such proceeds are
payable to
the mortgagee under the Mortgage,
any
Subservicer,
the Master Servicer or the Trustee and are not applied to the
restoration of the related
Mortgaged
Property or released to the Mortgagor in accordance with the
procedures that
the Master Servicer would follow in servicing mortgage loans held
for its own account.
Insured Payment:
As defined in the Certificate Guaranty Insurance Policy.
Interest Accrual Period:
With respect to the Distribution
Date in March 2007, the period
commencing the
Closing
Date and
ending on the day
preceding
the
Distribution
Date in March
2007,
and with
respect
to any
Distribution
Date after the Distribution
Date in March 2007, the period
commencing on the
Distribution
Date in
the month
immediately
preceding the month in which such
Distribution Date occurs and ending on the day preceding
such Distribution Date.
Interest
Distribution
Amount:
For any
Distribution
Date,
the
amounts
payable
pursuant
to Section
4.02(c)(i).
Interim Certification:
As defined in Section 2.02.
Late
Collections:
With
respect to any
Mortgage
Loan,
all
amounts
received
during any Due
Period,
whether as late payments of Monthly Payments or as Insurance
Proceeds,
Liquidation
Proceeds or otherwise,
which
represent
late payments or
collections
of Monthly
Payments due but delinquent for a previous Due Period and not
previously recovered.
LIBOR:
With respect to any Distribution
Date, the arithmetic mean of the London
interbank
offered rate
quotations
for one-month
U.S.
Dollar
deposits,
expressed on a per annum basis,
determined in accordance
with
Section1.02.
LIBOR
Business
Day:
Any day
other
than
(i) a
Saturday
or
Sunday
or (ii) a day on
which
banking
institutions in London, England are required or authorized by law
to be closed.
LIBOR Certificates:
The Class A Certificates.
LIBOR Rate
Adjustment
Date:
With
respect to each
Distribution
Date,
the second
LIBOR
Business Day
immediately preceding the commencement of the related Interest
Accrual Period.
Liquidation
Proceeds:
Amounts
(other
than
Insurance
Proceeds)
received
by the Master
Servicer
in
connection
with the
taking of an
entire
Mortgaged
Property
by
exercise
of the
power of
eminent
domain or
condemnation
or in
connection
with
the
liquidation
of a
defaulted
Mortgage
Loan
through
trustee’s
sale,
foreclosure sale or otherwise, other than REO Proceeds and
Subsequent Recoveries.
Loan Group:
Loan Group I or Loan Group II, as applicable.
Loan Group I: The Mortgage
Loans
designated
on the Mortgage Loan
Schedule
attached
hereto as Exhibit
F-1.
Loan Group II: The Mortgage
Loans
designated on the Mortgage Loan
Schedule
attached
hereto as Exhibit
F-2.
Loan-to-Value
Ratio: As of any date, the fraction,
expressed as a percentage,
the numerator of which is
the current
principal
balance of the related
Mortgage Loan at the date of
determination
and the denominator of
which is the Appraised Value of the related Mortgaged Property.
Margin:
The Class A-I-1
Margin,
Class A-I-2
Margin,
Class A-I-3
Margin,
Class A-I-4 Margin or Class
A-II Margin, as applicable.
Marker
Rate:
With respect to the Class SB
Certificates
or REMIC III Regular
Interest
SB-IO-I and any
Distribution
Date, in relation to REMIC II Regular
Interests LT1, LT2, LT3 and LT4, a per annum rate equal to two
(2) times the weighted
average of the
Uncertificated
REMIC II Pass-Through
Rates for REMIC II Regular
Interest
LT2 and REMIC II Regular
Interest LT3.
With respect to the Class SB
Certificates
or REMIC III Regular
Interest
SB-IO-II and any
Distribution
Date, in relation to REMIC II Regular
Interests LT5, LT6, LT7 and LT8, a per annum
rate equal to two (2) times the weighted
average of the
Uncertificated
REMIC II Pass-Through
Rates for REMIC II
Regular Interest LT6 and REMIC II Regular Interest LT7.
Master Servicer:
As defined in the preamble hereto.
Maturity Date:
With respect to each Class of
Certificates
representing
ownership of Regular
Interests
or
Uncertificated
Regular Interest issued by each of REMIC I, REMIC II and REMIC III
the latest possible maturity
date,
solely for purposes of Section
1.860G-1(a)(4)(iii)
of the Treasury
Regulations,
by which the Certificate
Principal
Balance of each such Class of
Certificates
representing a regular
interest in the Trust Fund would be
reduced to zero,
which is, for each such
regular
interest,
January 25,
2037,
which is the
Distribution
Date
occurring in the month following the last scheduled monthly payment
of the Mortgage Loans.
Maximum
Mortgage Rate:
With respect to any
adjustable-rate
Mortgage Loan, the per annum rate indicated
on the
Mortgage
Loan
Schedule
as the
“NOTE
CEILING,”
which
rate is the
maximum
interest
rate that may be
applicable to such Mortgage Loan at any time during the life of
such Mortgage Loan.
MERS:
Mortgage
Electronic
Registration
Systems,
Inc., a corporation
organized and existing under the
laws of the State of Delaware, or any successor thereto.
MERS® System:
The system of recording transfers of Mortgages electronically
maintained by MERS.
MIN:
The Mortgage Identification Number for Mortgage Loans registered
with MERS on the MERS® System.
Minimum
Mortgage Rate: With respect to any
adjustable-rate
Mortgage Loan, a per annum rate equal to the
greater of (i) the Note Margin and (ii) the rate
indicated
on the
Mortgage
Loan
Schedule as the “NOTE
FLOOR,”
which rate may be applicable to such Mortgage Loan at any time
during the life of such Mortgage Loan.
Modified Mortgage Loan:
Any Mortgage Loan that has been the subject of a Servicing
Modification.
Modified
Net
Mortgage
Rate:
With
respect to any
Mortgage
Loan that is the
subject
of a
Servicing
Modification,
the Net Mortgage
Rate minus the rate per annum by which the Mortgage Rate on such
Mortgage Loan was
reduced.
MOM Loan:
With respect to any Mortgage Loan,
MERS acting as the mortgagee of such Mortgage Loan,
solely
as nominee for the originator of such Mortgage Loan and its
successors and assigns, at the origination thereof.
Monthly
Payment:
With respect to any Mortgage Loan
(including any REO Property) and the Due Date in any
Due Period,
the payment of principal and interest due thereon in accordance
with the amortization
schedule at the
time applicable thereto (after adjustment,
if any, for Curtailments and for Deficient
Valuations
occurring prior
to such Due Date but before any adjustment to such
amortization
schedule by reason of any bankruptcy,
other than
a Deficient
Valuation,
or similar
proceeding or any
moratorium or similar waiver or grace period and before any
Servicing Modification that constitutes a reduction of the interest
rate on such Mortgage Loan).
Moody’s:
Moody’s Investors Service, Inc., or its successors in
interest.
Mortgage:
With
respect
to
each
Mortgage
Note,
the
mortgage,
deed of
trust
or
other
comparable
instrument
creating
a first or junior
lien on an estate in fee simple or
leasehold
interest
in real
property
securing a Mortgage Note.
Mortgage
File: The mortgage
documents
listed in Section 2.01
pertaining to a particular
Mortgage Loan
and any additional documents required to be added to the Mortgage
File pursuant to this Agreement.
Mortgage Loans:
Such of the mortgage loans
transferred
and assigned to the Trustee
pursuant to Section
2.01 as from
time to time
are
held or
deemed
to be
held
as a part of the
Trust
Fund,
the
Mortgage
Loans
originally
so held being
identified in the initial
Mortgage Loan
Schedule,
and Qualified
Substitute
Mortgage
Loans held or deemed held as part of the Trust Fund
including,
without
limitation,
each related
Mortgage Note,
Mortgage and Mortgage File and all rights appertaining thereto.
Mortgage Loan Schedule:
The lists of the Mortgage
Loans
attached
hereto as Exhibit F-1 and Exhibit F-2
(as amended from time to time to reflect the addition of Qualified
Substitute
Mortgage Loans),
which lists shall
set forth at a minimum the following information as to each
Mortgage Loan:
(i)
the Mortgage Loan identifying number (“RFC LOAN #”);
(ii)
[reserved];
(iii) the maturity of the Mortgage Note (“MATURITY
DATE,” or “MATURITY DT”);
(iv)
for the adjustable-rate Mortgage Loans, the Mortgage Rate as of
origination (“ORIG RATE”);
(v)
the Mortgage Rate as of the Cut-off Date (“CURR RATE”);
(vi)
the Net Mortgage Rate as of the Cut-off Date (“CURR
NET”);
(vii) the scheduled
monthly payment of principal,
if any, and interest as of the Cut-off Date (“ORIGINAL
P & I” or “CURRENT P & I”);
(viii)the Cut-off Date Principal Balance (“PRINCIPAL
BAL”);
(ix)
the Loan-to-Value Ratio at origination (“LTV”);
(x)
a code “T,” “BT” or “CT”
under the
column
“LN
FEATURE,”
indicating
that the
Mortgage
Loan is
secured by a second or vacation
residence
(the absence of any such code means the Mortgage Loan is
secured by a primary residence);
(xi)
a code “N” under
the
column
“OCCP
CODE,”
indicating
that the
Mortgage
Loan is
secured
by a
non-owner
occupied residence (the absence of any such code means the Mortgage
Loan is secured by an
owner occupied residence);
(xii) for the adjustable-rate Mortgage Loans, the Maximum Mortgage
Rate (“NOTE CEILING”);
(xiii)for the adjustable-rate Mortgage Loans, the maximum Net
Mortgage Rate (“NET CEILING”);
(xiv) for the adjustable-rate Mortgage Loans, the Note Margin
(“NOTE MARGIN”);
(xv)
for the
adjustable-rate
Mortgage Loans, the first Adjustment Date after the Cut-off Date
(“NXT INT
CHG DT”);
(xvi) for the adjustable-rate Mortgage Loans, the Periodic Cap
(“PERIODIC DECR” or “PERIODIC INCR”);
(xvii)[reserved]; and
(xviii)
for the
adjustable-rate
Mortgage Loans, the rounding of the semi-annual or annual
adjustment to
the Mortgage Rate (“NOTE METHOD”).
Such
schedules
may
consist of
multiple
reports
that
collectively
set forth all of the
information
required.
Mortgage
Note:
The
originally
executed
note
or
other
evidence
of
indebtedness
evidencing
the
indebtedness of a Mortgagor under a Mortgage Loan, together with
any modification thereto.
Mortgage Rate:
With respect to any Mortgage
Loan, the interest rate borne by the related
Mortgage Note,
or any
modification
thereto
other
than a
Servicing
Modification.
The
Mortgage
Rate on the
adjustable-rate
Mortgage
Loans
will
adjust
on each
Adjustment
Date to equal
the sum
(rounded
to the
nearest
multiple
of
one-eighth of one percent (0.125%) or up to the nearest one-eighth
of one percent,
which are indicated by a “U” on
the Mortgage Loan Schedule,
except in the case of the
adjustable-rate
Mortgage Loans
indicated by an “X” on the
Mortgage Loan Schedule under the heading “NOTE
METHOD”),
of the related Index plus the Note Margin,
in each case
subject to the applicable Periodic Cap, Maximum Mortgage Rate and
Minimum Mortgage Rate.
Mortgaged Property:
The underlying real property securing a Mortgage Loan.
Mortgagor:
The obligor on a Mortgage Note.
Net Mortgage
Rate:
With respect to any Mortgage Loan as of any date of
determination,
a per annum rate
equal to the Mortgage Rate for such Mortgage Loan as of such date
minus the related Expense Fee Rate.
Net Swap Payment:
With respect to each
Distribution
Date, the net payment
required to be made pursuant
to the terms of the Swap Agreement by either the Swap Counterparty
or the Supplemental
Interest Trust Trustee,
on
behalf of the
Supplemental
Interest
Trust,
which net payment
shall not take into account any Swap
Termination
Payment.
Net WAC Cap Rate:
The Group I Net WAC Cap Rate or Group II Net WAC Cap Rate, as
applicable.
Non-United States Person:
Any Person other than a United States Person.
Nonrecoverable
Advance:
Any Advance
previously
made or
proposed to be made by the Master
Servicer or
Subservicer in respect of a Mortgage Loan (other than a Deleted
Mortgage
Loan) which,
in the good faith judgment
of the Master Servicer,
will not, or, in the case of a proposed Advance,
would not, be ultimately
recoverable by
the Master Servicer from related Late Collections,
Insurance Proceeds,
Liquidation
Proceeds or REO Proceeds.
To
the extent that any
Mortgagor is not
obligated
under the related
Mortgage
documents
to pay or
reimburse
any
portion of any Servicing
Advances that are outstanding
with respect to the related Mortgage Loan as a result of a
modification
of such Mortgage Loan by the Master
Servicer,
which forgives
amounts which the Master
Servicer or
Subservicer
had
previously
advanced,
and the
Master
Servicer
determines
that no other
source of payment or
reimbursement
for such advances is available to it, such Servicing
Advances shall be deemed to be
Nonrecoverable
Advances.
The
determination by the Master Servicer that it has made a
Nonrecoverable
Advance shall be evidenced
by a
certificate
of a Servicing
Officer,
Responsible
Officer or Vice
President
or its
equivalent
or senior
officer of the Master Servicer,
delivered to the Depositor,
the Trustee,
the Certificate
Insurer and the Master
Servicer
setting forth such
determination,
which shall include any other
information or reports obtained by the
Master Servicer such as property
operating
statements,
rent rolls,
property
inspection reports and engineering
reports,
which may support such
determinations.
Notwithstanding the above, the Trustee shall be entitled to rely
upon any
determination
by the Master
Servicer that any Advance
previously made is a
Nonrecoverable
Advance or
that any proposed Advance, if made, would constitute a
Nonrecoverable Advance.
Nonsubserviced
Mortgage
Loan: Any Mortgage Loan that, at the time of reference
thereto,
is not subject
to a Subservicing Agreement.
Note Margin:
With respect to each
adjustable-rate
Mortgage Loan, the fixed
percentage set forth in the
related
Mortgage Note and indicated on the Mortgage Loan Schedule as the
“NOTE MARGIN,” which
percentage is added
to the Index on each
Adjustment
Date to determine
(subject to rounding in accordance
with the related
Mortgage
Note, the Periodic Cap, the Maximum
Mortgage Rate and the Minimum
Mortgage Rate) the interest rate to be borne by
such adjustable-rate Mortgage Loan until the next Adjustment Date.
Notice:
A Notice of Nonpayment and Demand for Insured
Payment,
a form of which is attached as Exhibit A
to the Certificate Guaranty Insurance Policy.
Notional Amount:
With respect to the Class SB Certificates,
immediately prior to any Distribution
Date,
the aggregate of the Uncertificated
Principal
Balances of the REMIC II Regular
Interests.
With respect to REMIC
III Regular
Interest
SB-IO-I,
immediately
prior to any Distribution
Date, the aggregate of the
Uncertificated
Principal
Balances
of REMIC II Regular
Interests
LT1,
LT2,
LT3 and LT4.
With
respect
to REMIC III
Regular
Interest
SB-IO-II,
immediately
prior to any
Distribution
Date, the aggregate of the
Uncertificated
Principal
Balances of REMIC II Regular Interests LT5, LT6, LT7 and LT8.
Officers’
Certificate:
A
certificate
signed
by the
Chairman
of the
Board,
the
President,
a Vice
President,
Assistant Vice President,
Director,
Managing
Director,
the Treasurer,
the Secretary,
an Assistant
Treasurer or an Assistant
Secretary of the Depositor or the Master Servicer,
as the case may be, and delivered to
the Trustee, as required by this Agreement.
Opinion of Counsel:
A written
opinion of counsel
acceptable to the Trustee and the Master
Servicer and
which
counsel may be counsel for the
Depositor or the Master
Servicer,
provided that any Opinion of Counsel (i)
referred to in the definition of
“Disqualified
Organization”
or (ii) relating to the
qualification of any REMIC
hereunder as a REMIC or compliance with the REMIC Provisions must,
unless
otherwise
specified,
be an opinion of
Independent counsel.
Optional
Termination
Date: Any Distribution
Date on or after which the Stated Principal
Balance (after
giving effect to distributions to be made on such
Distribution
Date) of the Mortgage Loans is less than 10.00% of
the Cut-off Date Balance.
Outstanding
Mortgage
Loan:
With respect to the Due Date in any Due Period,
a Mortgage Loan
(including
an REO Property) that was not the subject of a Principal
Prepayment in Full,
Cash
Liquidation or REO Disposition
and that was not
purchased,
deleted or
substituted
for prior to such Due Date pursuant to Section
2.02,
2.03,
2.04 or 4.07.
Overcollateralization
Amount:
With
respect to any
Distribution
Date,
the
excess,
if any, of (a)the
aggregate Stated
Principal
Balance of the Mortgage Loans before giving effect to distributions
of principal to be
made on such
Distribution
Date over (b) the aggregate
Certificate
Principal Balance of the Class A Certificates
immediately prior to such date.
Overcollateralization Floor:
An amount equal to the product of 2.00% and the Cut-off Date
Balance.
Overcollateralization
Increase Amount:
With respect to any
Distribution
Date, the lesser of (a) Excess
Cash Flow for that
Distribution
Date (to the extent not used to cover the amounts
described
in clauses (iv) and
(v) of the
definition of Principal
Distribution
Amount as of such
Distribution
Date) and (b) the excess of (1)
the Required
Overcollateralization
Amount for such
Distribution Date over (2) the
Overcollateralization
Amount
for such Distribution Date.
Overcollateralization
Reduction
Amount:
With
respect
to any
Distribution
Date on which
the
Excess
Overcollateralization
Amount
is,
after
taking
into
account
all
other
distributions
to
be
made
on
such
Distribution
Date, greater than zero, the
Overcollateralization
Reduction Amount shall be equal to the lesser of
(i) the Excess
Overcollateralization
Amount for that Distribution
Date and (ii) the Principal
Remittance Amount
on such Distribution Date.
Ownership
Interest:
With
respect
to any
Certificate,
any
ownership
or
security
interest
in such
Certificate,
including any interest in such
Certificate
as the Holder
thereof and any other
interest
therein,
whether direct or indirect, legal or beneficial, as owner or as
pledgee.
Pass-Through
Rate:
With respect to each Class of Class A
Certificates
and any
Distribution
Date, the
least of (i) a per annum rate equal to LIBOR plus the related
Margin for such
Distribution
Date, (ii) 14.000% per
annum and (iii) the related Net WAC Cap Rate for such Distribution
Date.
With
respect
to the Class SB
Certificates
and any
Distribution
Date,
a per annum
rate equal to the
percentage
equivalent
of a fraction,
the
numerator
of which is the sum of the amounts
calculated
pursuant to
clauses (i) through (vi) below,
and the
denominator of which is the aggregate
principal
balance of the REMIC II
Regular
Interests.
For
purposes
of
calculating
the
Pass-Through
Rate
for the
Class SB
Certificates,
the
numerator is equal to the sum of the following components:
(i)
the
Uncertificated
Pass-Through
Rate for
REMIC II
Regular
Interest
LT1
minus the
related Marker Rate, applied to a notional amount equal to the
Uncertificated
Principal Balance of REMIC
II Regular Interest LT1;
(ii)
the
Uncertificated
Pass-Through
Rate for
REMIC II
Regular
Interest
LT2
minus the
related Marker Rate, applied to a notional amount equal to the
Uncertificated
Principal Balance of REMIC
II Regular Interest LT2;
(iii)
the
Uncertificated
Pass-Through Rate for REMIC II Regular Interest LT4 minus twice the
related Marker Rate, applied to a notional amount equal to the
Uncertificated
Principal Balance of REMIC
II Regular Interest LT4;
(iv)
the
Uncertificated
Pass-Through
Rate for
REMIC II
Regular
Interest
LT5
minus the
related Marker Rate, applied to a notional amount equal to the
Uncertificated
Principal Balance of REMIC
II Regular Interest LT5;
(v)
the
Uncertificated
Pass-Through
Rate for
REMIC II
Regular
Interest
LT6
minus the
related Marker Rate, applied to a notional amount equal to the
Uncertificated
Principal Balance of REMIC
II Regular Interest LT6; and
(vi)
the
Uncertificated
Pass-Through Rate for REMIC II Regular Interest LT8 minus twice the
related Marker Rate, applied to a notional amount equal to the
Uncertificated
Principal Balance of REMIC
II Regular Interest LT8.
With respect to REMIC III Regular Interest
SB-IO-I and any
Distribution
Date, a per annum rate equal to
the percentage
equivalent of a fraction,
the numerator of which is the sum of the amounts calculated
pursuant to
clauses (i) through
(iii) below,
and the
denominator
of which is the
aggregate
principal
balance of REMIC II
Regular
Interests LT1, LT2, LT3 and LT4. For purposes of calculating the
Pass-Through
Rate for REMIC III Regular
Interest SB-IO-I, the numerator is equal to the sum of the
following components:
(i)
the
Uncertificated
Pass-Through
Rate for
REMIC II
Regular
Interest
LT1
minus the
related Marker Rate, applied to a notional amount equal to the
Uncertificated
Principal Balance of REMIC
II Regular Interest LT1;
(ii)
the
Uncertificated
Pass-Through
Rate for
REMIC II
Regular
Interest
LT2
minus the
related Marker Rate, applied to a notional amount equal to the
Uncertificated
Principal Balance of REMIC
II Regular Interest LT2; and
(iii)
the
Uncertificated
Pass-Through Rate for REMIC II Regular Interest LT4 minus twice the
related Marker Rate, applied to a notional amount equal to the
Uncertificated
Principal Balance of REMIC
II Regular Interest LT4;
With respect to REMIC III Regular Interest
SB-IO-II and any Distribution
Date, a per annum rate equal to
the percentage
equivalent of a fraction,
the numerator of which is the sum of the amounts calculated
pursuant to
clauses (i) through
(iii) below,
and the
denominator
of which is the
aggregate
principal
balance of REMIC II
Regular
Interests LT5, LT6, LT7 and LT8. For purposes of calculating the
Pass-Through
Rate for REMIC III Regular
Interest SB-IO-II, the numerator is equal to the sum of the
following components:
(i)
the
Uncertificated
Pass-Through
Rate for
REMIC II
Regular
Interest
LT5
minus the
related Marker Rate, applied to a notional amount equal to the
Uncertificated
Principal Balance of REMIC
II Regular Interest LT5;
(ii)
the
Uncertificated
Pass-Through
Rate for
REMIC II
Regular
Interest
LT6
minus the
related Marker Rate, applied to a notional amount equal to the
Uncertificated
Principal Balance of REMIC
II Regular Interest LT6; and
(iii)
the
Uncertificated
Pass-Through Rate for REMIC II Regular Interest LT8 minus twice the
related Marker Rate, applied to a notional amount equal to the
Uncertificated
Principal Balance of REMIC
II Regular Interest LT8.
Paying Agent:
U.S. Bank National Association or any successor Paying Agent
appointed by the Trustee.
Percentage
Interest:
With
respect
to any
Class A
Certificate,
the
undivided
percentage
ownership
interest in the related Class evidenced by such
Certificate,
which percentage
ownership
interest shall be equal
to the Initial
Certificate
Principal
Balance
thereof
divided by the aggregate
Initial
Certificate
Principal
Balance
of all of the
Certificates
of the
same
Class.
The
Percentage
Interest
with
respect
to a Class SB
Certificate or Class R Certificate shall be stated on the face
thereof.
Periodic Cap: With respect to each
adjustable-rate
Mortgage
Loan, the periodic rate cap that limits the
increase or the decrease of the related
Mortgage Rate on any Adjustment
Date pursuant to the terms of the related
Mortgage Note.
Permitted Investments:
One or more of the following:
(i)
obligations
of or
guaranteed as to principal and interest by the United States or any
agency or
instrumentality
thereof
when such
obligations
are
backed by the full faith and credit of the
United States;
(ii)
repurchase
agreements
on
obligations
specified in clause (i) maturing not more than one month
from the date of
acquisition
thereof,
provided
that the
unsecured
obligations
of the party
agreeing
to
repurchase
such
obligations
are at the time rated by each
Rating
Agency in its
highest short-term rating available;
(iii)
federal funds,
certificates of deposit,
demand deposits, time deposits and bankers’ acceptances
(which
shall
each
have an
original
maturity
of not more
than 90 days
and,
in the case of
bankers’
acceptances,
shall in no event have an
original
maturity
of more than 365 days or a
remaining
maturity
of more than 30 days)
denominated
in
United
States
dollars
of any U.S.
depository
institution or trust company
incorporated under the laws of the United States or any
state thereof or of any domestic
branch of a foreign
depository
institution
or trust company;
provided that the debt
obligations of such
depository
institution or trust company at the date
of
acquisition
thereof have been rated by each Rating Agency in its highest
short-term
rating
available;
and, provided further that, if the original
maturity of such short-term
obligations
of a domestic branch of a foreign
depository
institution or trust company shall exceed 30 days,
the
short-term
rating of such
institution
shall be A-1+ in the case of
Standard
& Poor’s if
Standard & Poor’s is a Rating Agency;
(iv)
commercial paper and demand notes (having
original
maturities of not more than 365 days) of any
corporation
incorporated
under the laws of the United
States or any state thereof which on the
date of
acquisition
has been rated by each
Rating
Agency in its
highest
short
term
rating
available;
provided that such commercial paper and demand notes shall have a
remaining
maturity
of not more than 30 days;
(v)
a money
market fund or a qualified
investment
fund rated by each Rating
Agency in its highest
long-term rating available (which may be managed by the Trustee or
one of its Affiliates); and
(vi)
other
obligations
or securities
that are
acceptable to each Rating Agency and the
Certficate
Insurer as a
Permitted
Investment
hereunder
and will not reduce
the rating
assigned
to any
Class of
Certificates
by such Rating Agency below the
then-current
rating
(without regard to
the Certificate
Guaranty
Insurance Policy) assigned to such Certificates by such Rating
Agency,
as evidenced in writing;
provided,
however,
that no instrument shall be a Permitted
Investment if it represents,
either (1) the right to
receive only interest
payments
with respect to the
underlying
debt
instrument or (2) the right to receive both
principal
and interest
payments
derived from
obligations
underlying
such
instrument
and the
principal
and
interest
payments with respect to such
instrument
provide a yield to maturity
greater than 120% of the yield to
maturity at par of such
underlying
obligations.
References
herein to the highest rating
available on unsecured
long-term
debt shall mean AAA in the case of
Standard & Poor’s and Aaa in the case of Moody’s,
and for
purposes
of this
Agreement,
any
references
herein to the highest
rating
available
on unsecured
commercial
paper and
short-term debt obligations
shall mean the following:
A-1 in the case of Standard & Poor’s and P-1 in the case
of
Moody’s;
provided,
however,
that any Permitted
Investment
that is a short-term
debt
obligation
rated A-1 by
Standard & Poor’s must satisfy the following additional
conditions:
(i) the total amount of debt from A-1 issuers
must be
limited
to the
investment
of
monthly
principal
and
interest
payments
(assuming
fully
amortizing
collateral);
(ii)
the
total
amount
of A-1
investments
must not
represent
more
than
20% of the
aggregate
outstanding
Certificate
Principal Balance of the Certificates and each investment must not
mature beyond 30 days;
(iii)the terms of the debt must have a
predetermined
fixed dollar amount of principal due at maturity that cannot
vary;
and (iv) if the
investments
may be
liquidated
prior to their
maturity or are being
relied on to meet a
certain yield,
interest must be tied to a single
interest rate index plus a single fixed spread (if any) and must
move
proportionately
with that index. Any Permitted
Investment may be purchased by or through the Trustee or its
Affiliates.
Permitted
Transferee:
Any
Transferee of a Class R Certificate,
other than a Disqualified
Organization
or Non-United States Person.
Person:
Any
individual,
corporation,
limited
liability
company,
partnership,
joint
venture,
association,
joint-stock
company,
trust,
unincorporated
organization
or government or any agency or political
subdivision thereof.
Posted
Collateral
Account:
The separate
account
created and maintained by the
Supplemental
Interest
Trust Trustee, on behalf of the Supplemental Interest Trust,
pursuant to Section 4.12.
Preference Amount:
As defined in the Certificate Guaranty Insurance Policy.
Prepayment
Assumption:
With respect to the Class A
Certificates,
the prepayment
assumption to be used
for
determining the accrual of original issue discount and premium and
market
discount on such
Certificates
for
federal
income
tax
purposes,
which (a) with
respect
to the
fixed-rate
Mortgage
Loans,
assumes a
constant
prepayment rate of one-tenth of 23% per annum of the then
outstanding
Stated
Principal
Balance of the fixed-rate
Mortgage Loans in the first month of the life of such Mortgage
Loans and an additional
one-tenth of 23% per annum
in each month
thereafter
until the tenth month,
and
beginning
in the tenth month and in each month
thereafter
during the life of the
fixed-rate
Mortgage
Loans, a constant
prepayment
rate of 23% per annum each month (“23%
HEP”) and (b) with respect to the
adjustable-rate
Mortgage
Loans
assumes a prepayment
assumption
of 2% of the
constant prepayment rate in month one,
increasing by approximately
2.545% from month 2 until month 12, a constant
prepayment
rate of 30% from
month 12 to month 22, a
constant
prepayment
rate of 50% from month 23 to month 27,
and a constant
prepayment rate of 35% thereafter,
used for determining the accrual of original issue discount and
premium and market discount on the Class A Certificates
for federal income tax purposes.
The constant
prepayment
rate
assumes
that the stated
percentage
of the
outstanding
Stated
Principal
Balance of the
adjustable-rate
Mortgage Loans is prepaid over the course of a year.
Prepayment
Interest
Shortfall:
With respect to any Distribution
Date and any Mortgage Loan (other than
a Mortgage
Loan
relating to an REO
Property)
that was the subject of (a) a Principal
Prepayment in Full during
the related
Prepayment
Period,
an amount equal to the excess of one month’s interest at the
related Net Mortgage
Rate (or Modified Net Mortgage Rate in the case of a Modified
Mortgage
Loan) on the Stated
Principal
Balance of
such
Mortgage
Loan over the amount of interest
(adjusted
to the
related Net
Mortgage
Rate (or
Modified
Net
Mortgage Rate in the case of a Modified
Mortgage
Loan)) paid by the Mortgagor for such
Prepayment
Period to the
date of such Principal
Prepayment in Full or (b) a Curtailment
during the prior calendar
month,
an amount equal
to one month’s
interest at the related Net Mortgage
Rate (or Modified Net Mortgage Rate in the case of a Modified
Mortgage Loan) on the amount of such Curtailment.
Prepayment
Period:
With respect to any
Distribution
Date,
the calendar
month
preceding the month of
distribution.
Primary
Insurance Policy:
Each primary policy of mortgage
guaranty
insurance as indicated by a numeric
code on the Mortgage Loan Schedule with the exception of code
“A23,” “A34” or “A96” under the
column “MI CO CODE.”
Principal
Allocation
Amount:
With
respect
to any
Distribution
Date,
the sum of (a)
the
Principal
Remittance
Amount for that
Distribution
Date, as adjusted to reflect any Net Swap
Payments or Swap
Termination
Payments not due to a Swap
Counterparty
Trigger Event,
(b) any Realized
Losses
covered by amounts
included in
clause (iv) of the
definition
of Principal
Distribution
Amount and (c) the
aggregate
amount of the
principal
portion of Realized
Losses on the Mortgage Loans in the calendar month
preceding that
Distribution
Date, to the
extent
covered by Excess Cash Flow
included in clause (v) of the
definition
of Principal
Distribution
Amount;
provided,
however,
that on any
Distribution
Date on which there is (i)
insufficient
Subsequent
Recoveries to
cover all unpaid
Realized
Losses on the Mortgage Loans
described in clause (b) above, in determining the Group I
Principal
Distribution
Amount and the Group II
Principal
Distribution
Amount,
Subsequent
Recoveries
will be
allocated to the Class A-I Certificates and Class A-II
Certificates,
pro rata, based on the principal
portion of
unpaid Realized Losses from prior
Distribution
Dates on the Group I Loans and Group II Loans,
respectively,
and
(ii)
insufficient
Excess Cash Flow to cover all
Realized
Losses on the Mortgage
Loans
described in clause (c)
above, in determining the Group I Principal
Distribution
Amount and the Group II Principal
Distribution
Amount,
the Excess Cash Flow
remaining
after the
allocation
described
in clause (b) above or (i) of this
proviso,
as
applicable,
will be allocated to the Class A-I
Certificates and Class A-II
Certificates,
pro rata, based on the
principal
portion of Realized Losses incurred
during the calendar month preceding that
Distribution
Date on the
Group I Loans and Group II Loans, respectively.
Principal
Distribution
Amount:
With respect to any
Distribution
Date, the lesser of (a) the excess of
(x) the sum of (A) the Available
Distribution
Amount and (B) with respect to clauses
(b)(v) and (vi) below,
the
amounts received by the Supplemental
Interest Trust Trustee under the Swap Agreement for that
Distribution
Date,
over (y) the Interest Distribution Amount, and (b) the sum of:
(i)
the principal
portion of each Monthly
Payment
received or Advanced with respect to the related Due
Period on each Outstanding Mortgage Loan;
(ii) the Stated Principal
Balance of any Mortgage Loan repurchased
during the related
Prepayment Period
(or deemed to have been so
repurchased
in
accordance
with
Section
3.07(b))
pursuant to Section
2.02,
2.03,
2.04 or 4.07 and the amount of any
shortfall
deposited
in the
Custodial
Account in
connection with the
substitution of a Deleted
Mortgage Loan pursuant to Section 2.03 or 2.04 during
the related Prepayment Period;
(iii)the principal
portion of all other unscheduled
collections,
other than Subsequent
Recoveries,
on
the Mortgage Loans
(including,
without
limitation,
Principal
Prepayments in Full,
Curtailments,
Insurance
Proceeds,
Liquidation
Proceeds and REO Proceeds)
received during the related Prepayment
Period
(or
deemed to have been so
received)
to the
extent
applied
by the
Master
Servicer
as
recoveries of principal of the Mortgage Loans pursuant to Section
3.14;
(iv) the lesser of (1) Subsequent
Recoveries for such
Distribution Date and (2) the principal portion of
any
Realized
Losses
allocated
to any
Class
of
Certificates
on a prior
Distribution
Date and
remaining unpaid;
(v)
the lesser of (1) the Excess Cash Flow for such
Distribution
Date (to the extent not used
pursuant
to clause (iv) of this
definition on such
Distribution
Date) and (2) the principal
portion of any
Realized
Losses
incurred (or deemed to have been
incurred)
on any Mortgage
Loans in the calendar
month preceding such Distribution Date; and
(vi) the lesser of (1) the Excess Cash Flow for that
Distribution
Date (to the extent not used
pursuant
to
clauses
(iv)
and (v) of
this
definition
on such
Distribution
Date or
required
to pay any
Cumulative
Insurance Payment on such Distribution Date pursuant to Section
4.02(c)(iv)
herein) and
(2) the Overcollateralization Increase Amount for such Distribution
Date;
minus
(vii)(A) the amount of any
Overcollateralization
Reduction Amount for such Distribution Date and (B) the
amount of any Capitalization Reimbursement Amount for such
Distribution Date.
Principal
Prepayment:
Any
payment of
principal
or other
recovery
on a Mortgage
Loan,
including
a
recovery that takes the form of
Liquidation
Proceeds or Insurance
Proceeds,
which is received in advance of its
scheduled
Due Date and is not
accompanied
by an amount as to interest
representing
scheduled
interest on such
payment 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
Remittance
Amount:
With respect to any
Distribution
Date, all amounts
described in clauses
(b)(i) through (iii) of the definition of Principal Distribution
Amount for that Distribution Date.
Program Guide:
The AlterNet
Seller Guide as incorporated
into the Residential
Funding Seller Guide for
mortgage
collateral sellers that participate in Residential
Funding’s AlterNet Mortgage Program,
and Residential
Funding’s
Servicing
Guide and any other
subservicing
arrangements
which
Residential
Funding has
arranged to
accommodate the servicing of the Mortgage Loans and in each case
all supplements and amendments
thereto
published
by Residential Funding.
Purchase
Price:
With
respect
to any
Mortgage
Loan
(or REO
Property)
required
to be or
otherwise
purchased on any date pursuant to Section 2.02,
2.03,
2.04 or 4.07, an amount equal to the sum of (i) 100% of the
Stated Principal
Balance thereof plus the principal portion of any related
unreimbursed
Advances and (ii) unpaid
accrued
interest
at either
(a) the
Adjusted
Mortgage
Rate (or
Modified
Net
Mortgage
Rate in the case of a
Modified
Mortgage
Loan) plus the rate per annum at which the Servicing Fee and the
Certificate
Insurer
Premium
Modified
Rate is
calculated,
or (b) in the case of a purchase made by the Master
Servicer,
at the Net Mortgage
Rate (or Modified Net Mortgage Rate in the case of a Modified
Mortgage Loan) plus the Certificate
Insurer Premium
Modified Rate, in each case on the Stated
Principal
Balance
thereof to the first day of the month
following the
month of
purchase
from the Due
Date to which
interest
was last
paid by the
Mortgagor.
With
respect
to any
Mortgage
Loan (or REO
Property)
required to be or otherwise
purchased on any date
pursuant to Section 4.08, an
amount equal to the greater of (i) the sum of (a) 100% of the
Stated
Principal
Balance thereof plus the principal
portion of any related
unreimbursed
Advances
of such
Mortgage
Loan (or REO
Property)
and (b) unpaid
accrued
interest
at either
(1) the
Adjusted
Mortgage
Rate (or
Modified
Net
Mortgage
Rate in the case of a Modified
Mortgage Loan) plus the rate per annum at which the Servicing Fee
is
calculated,
or (2) in the case of a purchase
made by the Master
Servicer,
at the Net Mortgage
Rate (or
Modified Net Mortgage
Rate in the case of a Modified
Mortgage
Loan), in each case on the Stated
Principal
Balance thereof to the first day of the month following the
month of purchase
from the Due Date to which
interest
was last paid by the
Mortgagor,
and (ii) the fair market
value of such Mortgage Loan (or REO Property).
Qualified
Substitute
Mortgage Loan: A Mortgage Loan substituted by Residential
Funding or the Depositor
for a
Deleted
Mortgage
Loan
which
must,
on the
date of
such
substitution,
as
confirmed
in an
Officers’
Certificate delivered to the Trustee, (i) have an outstanding
principal balance,
after deduction of the principal
portion of the monthly
payment due in the month of
substitution
(or in the case of a
substitution
of more than
one Mortgage Loan for a Deleted Mortgage Loan, an aggregate
outstanding
principal balance,
after such deduction),
not in excess of the Stated
Principal
Balance of the Deleted
Mortgage
Loan (the amount of any
shortfall
to be
deposited by Residential
Funding,
in the Custodial
Account in the month of
substitution);
(ii) have a Mortgage
Rate and a Net Mortgage
Rate no lower than and not more than 1% per annum
higher than the
Mortgage
Rate and Net
Mortgage
Rate,
respectively,
of the
Deleted
Mortgage
Loan
as of
the
date
of
substitution;
(iii)
have a
Loan-to-Value
Ratio at the time of
substitution
no higher than that of the Deleted
Mortgage Loan at the time of
substitution;
(iv) have a remaining
term to stated
maturity
not
greater
than (and not more than one year less
than) that of the Deleted
Mortgage
Loan; (v) comply with each
representation
and warranty set forth in Sections
2.03 and 2.04 hereof and Section 4 of the
Assignment
Agreement,
(other than the
representations
and warranties
set forth therein with respect to the number of loans
(including
the related
percentage) in excess of zero which
meet or do not meet a
specified
criteria);
(vi) not be 30 days or more
Delinquent;
(vii) not be subject to the
requirements of HOEPA (as defined in the Assignment
Agreement);
(viii) have a policy of title
insurance,
in the
form and amount that is in material
compliance
with the Program
Guide,
that was
effective as of the closing of
such Mortgage
Loan, is valid and binding,
and remains in full force and effect,
unless the Mortgage
Property is
located in the State of Iowa where an attorney’s
certificate
has been provided as described in the Program Guide;
(ix) if the
Deleted
Loan is not a Balloon
Loan,
not be a Balloon
Loan;
(x) with
respect to
adjustable
rate
Mortgage
Loans,
have a Mortgage
Rate that adjusts with the same
frequency and based upon the same Index as that
of the Deleted
Mortgage Loan;
(xi) with respect to adjustable
rate Mortgage
Loans,
have a Note Margin not less
than that of the Deleted
Mortgage
Loan;
(xii) with respect to adjustable
rate Mortgage
Loans,
have a Periodic
Rate Cap that is equal to that of the Deleted
Mortgage
Loan;
(xiii)
with
respect to
adjustable-rate
Mortgage
Loans,
have a next
Adjustment
Date no later than that of the Deleted
Mortgage
Loan,
and (xiv) be secured by a
lien with the same lien priority as the Deleted Loan.
Rating
Agency:
Each of
Standard & Poor’s and
Moody’s.
If any
agency or a
successor
is no longer in
existence,
“Rating Agency” shall be such statistical credit rating
agency, or other comparable Person,
designated
by the Depositor, notice of which designation shall be given to the
Trustee and the Master Servicer.
Realized
Loss:
With respect to each Mortgage Loan (or REO
Property) as to which a Cash
Liquidation
or
REO
Disposition
has
occurred,
an amount (not less than zero) equal to (i) the Stated
Principal
Balance of the
Mortgage
Loan (or REO Property) as of the date of Cash
Liquidation
or REO
Disposition,
plus (ii) interest (and
REO Imputed
Interest,
if any) at the Net Mortgage Rate plus the Certificate
Insurer
Premium
Modified Rate from
the Due Date as to which interest was last paid or advanced to
Certificateholders
up to the last day of the month
in which the Cash Liquidation (or REO Disposition)
occurred on the Stated Principal
Balance of such Mortgage Loan
(or REO Property)
outstanding during each Due Period that such interest was not paid
or advanced,
minus (iii) the
proceeds,
if any, received during the month in which such Cash Liquidation
(or REO Disposition)
occurred,
to the
extent applied as recoveries of interest at the Net Mortgage Rate
plus the
Certificate
Insurer
Premium
Modified
Rate and to principal of the Mortgage Loan, net of the portion
thereof
reimbursable to the Master Servicer or any
Subservicer
with
respect
to
related
Advances,
Servicing
Advances
or other
expenses
as to which the Master
Servicer or Subservicer is entitled to
reimbursement
thereunder
but which have not been
previously
reimbursed.
With respect to each
Mortgage Loan which is the subject of a Servicing
Modification,
(a) (1) the amount by which
the interest
portion of a Monthly
Payment or the
principal
balance of such Mortgage Loan was reduced or (2) the
sum of any other amounts owing under the Mortgage Loan that were
forgiven and that
constitute
Servicing
Advances
that are
reimbursable to the Master
Servicer or a Subservicer,
and (b) any such amount with respect to a Monthly
Payment
that
was or would
have
been due in the
month
immediately
following
the
month in which a
Principal
Prepayment
or the
Purchase
Price of such
Mortgage
Loan is
received or is deemed to have been
received.
With
respect to each Mortgage Loan which has become the subject of a
Deficient
Valuation,
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
object
of
a
Debt
Service
Reduction,
the
amount
of
such
Debt
Service
Reduction.
Notwithstanding
the above,
neither a Deficient
Valuation nor a Debt Service Reduction shall be deemed a Realized
Loss
hereunder so long as the Master
Servicer
has
notified
the Trustee in writing that the Master
Servicer is
diligently
pursuing any
remedies
that may exist in
connection
with the
representations
and
warranties
made
regarding
the related
Mortgage
Loan and either (A) the related
Mortgage
Loan is not in default
with regard to
payments due
thereunder or (B) delinquent
payments of principal and interest under the related
Mortgage Loan and
any premiums on any applicable
primary hazard
insurance policy and any related escrow payments in respect of such
Mortgage
Loan are being
advanced
on a current
basis by the Master
Servicer
or a
Subservicer,
in either case
without giving effect to any Debt Service Reduction.
Realized
Losses in respect of Group I Loans
allocated
to the Class SB
Certificates
shall be allocated
first to REMIC III Regular
Interest
SB-IO-I in reduction of the accrued but unpaid
interest
thereon
until such
accrued
and unpaid
interest
shall have been
reduced to zero and then to REMIC III Regular
Interest
SB-PO-I in
reduction of the Principal
Balance
thereof.
Realized
Losses in respect of Group II Loans allocated to the Class
SB
Certificates
shall be allocated first to REMIC III Regular
Interest
SB-IO-II in reduction of the accrued but
unpaid
interest
thereon until such accrued and unpaid
interest shall have been reduced to zero and then to REMIC
III Regular Interest SB-PO-II in reduction of the Principal Balance
thereof.
To the extent the Master Servicer
receives
Subsequent
Recoveries with respect to any Mortgage Loan, the
amount of the Realized Loss with respect to that Mortgage
Loan will be reduced to the extent such
recoveries
are
applied to reduce the Certificate Principal Balance of any Class of
Certificates on any Distribution Date.
Record
Date:
With
respect
to each
Distribution
Date and the LIBOR
Certificates,
the
Business
Day
immediately
preceding such Distribution
Date. With respect to each Distribution Date and the Certificates
(other
than the LIBOR
Certificates),
the close of
business on the last
Business
Day of the month next
preceding
the
month in which the related
Distribution
Date
occurs,
except in the case of the first Record Date which shall be
the Closing Date.
Reference Bank Rate:
As defined in Section1.02.
Regular Certificates:
The Class A Certificates and Class SB Certificates.
Regular Interest:
Any one of the regular interests in the REMICs.
Regulation
AB:
Subpart
229.1100
-
Asset
Backed
Securities
(Regulation
AB),
17
C.F.R.
§§229.1100-229.1123,
as
such
may
be
amended
from
time
to
time,
and
subject
to
such
clarification
and
interpretation
as
have
been
provided
by the
Commission
in the
adopting
release
(Asset-Backed
Securities,
Securities
Act
Release
No.
33-8518,
70 Fed.
Reg.
1,506,
1,531
(January
7,
2005))
or by the staff of the
Commission, or as may be provided by the Commission or its staff
from time to time.
Relief Act:
The Servicemembers Civil Relief Act, as amended.
Relief
Act
Shortfalls:
Interest
shortfalls
on the
Mortgage
Loans
resulting
from the Relief Act or
similar legislation or regulations.
REMIC:
A “real estate
mortgage
investment
conduit”
within the meaning of Section 860D of the Code. As
used herein, the term “REMIC” shall mean REMIC I, REMIC
II or REMIC III.
REMIC
Administrator:
Residential Funding Company,
LLC. If Residential Funding Company,
LLC is found by
a court of competent
jurisdiction
to no longer be able to fulfill its
obligations as REMIC
Administrator
under
this Agreement the Master
Servicer or Trustee acting as successor
Master Servicer shall appoint a successor REMIC
Administrator, subject to assumption of the REMIC Administrator
obligations under this Agreement
REMIC I: The
segregated
pool of assets
subject
hereto
(exclusive of the
Supplemental
Interest Trust
Account,
the Swap
Agreement
and the SB-A Swap
Agreement),
constituting
a portion of the primary trust created
hereby
and to be
administered
hereunder,
with
respect
to
which a
separate
REMIC
election
is to be
made,
consisting of:
(i)
the Mortgage Loans and the related Mortgage Files;
(ii)
all payments on and
collections
in respect of the Mortgage Loans due after the Cut-off
Date
(other than
Monthly
Payments
due in the month of the Cut-off
Date) as shall be on deposit in the
Custodial Account or in the Certificate Account and identified as
belonging to the Trust Fund;
(iii)
property
which
secured a Mortgage
Loan and which has been acquired for the benefit of
the Certificateholders by foreclosure or deed in lieu of
foreclosure;
(iv)
the
hazard
insurance
policies
and
Primary
Insurance
Policies
pertaining
to
the
Mortgage Loans, if any; and
(v)
all proceeds of clauses (i) through (iv) above.
REMIC I Available
Distribution
Amount: The Available
Distribution Amount increased by the amount of any
Net Swap Payment described in clause (b)(z) thereof.
REMIC I Distribution
Amount: For any Distribution Date, the REMIC I Available
Distribution
Amount shall
be distributed
to REMIC II in respect of the REMIC I Regular
Interests and to the Class R
Certificateholders
in
respect of Component I thereof in the following amounts and
priority:
(a)
to each of the REMIC I Regular
Interests,
pro rata,
in an amount
equal to (A)
Uncertificated
Accrued
Interest for such REMIC I Regular
Interest for such
Distribution
Date,
plus (B) any amounts payable in
respect thereof remaining unpaid from previous Distribution Dates;
(b)
to the extent of amounts
remaining after the
distributions
made pursuant to clause (a) above,
payments of principal shall be allocated as follows:
(i)
first,
to REMIC I
Regular
Interests
I and II, an amount
equal to
1/10,000
of such
principal
payments
for the
Group I Loans
and the
Group II
Loans,
respectively;
provided
that the
Uncertificated Principal Balances of REMIC I Regular Interests I
and II shall not be reduced below zero;
(ii)
second,
any
remainder
to REMIC I
Regular
Interest
A-I
until
the
Uncertificated
Principal Balance of such REMIC I Regular Interest is reduced to
zero;
(iii)
third,
any remainder,
in the case of
Distribution
Dates
occurring in March 2007 and
April 2007, to REMIC I Regular
Interests I-1-A and I-1-B,
in the case of
Distribution
Dates occurring
in May 2007 through
September 2009,
sequentially
to REMIC I Regular
Interests I-1-A and I-1-B through
the REMIC I Regular Interests with numerical
designations
equal to the number of such Distribution Date
less
two,
in the
case
of
Distribution
Dates
occurring
in
October
2009
through
December
2010,
sequentially to REMIC I Regular
Interests I-1-A and I-1-B through REMIC I Regular
Interests
I-29-A and
I-29-B,
and in the case of any
Distribution
Date occurring in or after January 2011,
sequentially
to
REMIC I
Regular
Interests
I-1-A and
I-1-B
through
the
REMIC I
Regular
Interests
with
numerical
designations
equal to the number of such
Distribution
Date less
seventeen,
starting
with the lowest
numerical
designation until the
Uncertificated
Principal Balance of each such REMIC I Regular Interest
is reduced to zero,
provided
that, for REMIC I Regular
Interests with the same numerical
designation,
such payments of principal shall be allocated pro rata between such
REMIC I Regular Interests;
(iv)
fourth, any remainder to the REMIC I Regular Interests
remaining
outstanding after the
foregoing
distributions
(other
than
REMIC I Regular
Interests
I and II),
starting
with the lowest
numerical
designation until the
Uncertificated
Principal Balance of each such REMIC I Regular Interest
is reduced to zero,
provided
that, for REMIC I Regular
Interests with the same numerical
designation,
such payments of principal shall be allocated pro rata between such
REMIC I Regular Interests;
(v)
fifth,
any
remainder
to REMIC I Regular
Interests
I and II, pro rata
according
to
their respective
Uncertificated
Principal Balances as reduced by the distributions deemed made
pursuant
to (i) above, until their respective Uncertificated Principal
Balances are reduced to zero; and
(c)
to the extent of amounts remaining after the
distributions
made pursuant to clauses (a) and (b)
above, to the Class R Certificates in respect of Component I
thereof, such remaining amount.
REMIC I
Realized
Losses:
Realized
Losses
on the
Mortgage
Loans
shall be
allocated
to the REMIC I
Regular
Interests as follows:
The interest
portion of Realized
Losses on the Mortgage
Loans shall be allocated
among the REMIC I Regular Interests,
pro rata,
according to the amount of interest accrued but unpaid thereon, in
reduction
thereof.
Any interest
portion of such Realized
Losses in excess of the amount
allocated
pursuant to
the
preceding
sentence
shall be treated
as a
principal
portion of
Realized
Losses not
attributable
to any
specific
Mortgage
Loan and allocated
pursuant to the
succeeding
sentences.
An amount equal to 1/10,000 of the
principal
portion
of
Realized
Losses on Group I Loans
and Group II Loans
shall be
allocated
first,
on each
Distribution
Date,
to
REMIC I
Regular
Interests
I and II,
respectively,
provided
that
the
Uncertificated
Principal
Balances
of
REMIC I
Regular
Interests
I and II shall
not be
reduced
below
zero.
Any
remaining
principal
portion of Realized Losses on the Mortgage Loans shall be allocated
first, on each
Distribution
Date,
to REMIC I Regular
Interest A-I until the
Uncertificated
Principal
Balance of such REMIC I Regular Interest has
been reduced to zero, and thereafter to REMIC I Regular
Interest
I-1-A through REMIC I Regular
Interest
I-40-B,
starting
with the
lowest
numerical
denomination
until the
Uncertificated
Principal
Balance
of such REMIC I
Regular
Interest has been reduced to zero,
provided that,
for REMIC I Regular
Interests with the same numerical
denomination, such Realized Losses shall be allocated pro rata
between such REMIC I Regular Interests.
REMIC I Regular Interest:
Any of the separate non certificated
beneficial ownership interests in REMIC I
issued
hereunder and
designated as a “regular
interest” in REMIC I. Each REMIC I Regular
Interest
shall accrue
interest
at the
related
Uncertificated
REMIC I Pass
Through
Rate in effect
from
time to time,
and shall be
entitled to distributions of principal,
subject to the terms and conditions
hereof,
in an aggregate amount equal
to
its
initial
Uncertificated
Principal
Balance
as
set
forth
in
the
Preliminary
Statement
hereto.
The
designations for the respective REMIC I Regular Interests are set
forth in the Preliminary Statement hereto.
REMIC II: The
segregated
pool of assets
subject
hereto,
constituting
a portion of the primary
trust
created
hereby and to be
administered
hereunder,
with respect to which a separate REMIC election is to be made,
consisting of the REMIC I Regular Interests.
REMIC II: The
segregated
pool of assets
subject
hereto,
constituting
a portion of the primary
trust
created
hereby and to be
administered
hereunder,
with respect to which a separate REMIC election is to be made,
consisting of the REMIC I Regular Interests.
REMIC II Available
Distribution
Amount:
For any Distribution
Date, the amount distributed from REMIC I
to REMIC II on such Distribution Date in respect of the REMIC I
Regular Interests.
REMIC II
Distribution
Amount:
For any
Distribution
Date, the REMIC II Available
Distribution
Amount
shall
be
distributed
to
REMIC
III
in
respect
of
the
REMIC
II
Regular
Interests
and
to
the
Class
R
Certificateholders in respect of Component II thereof in the
following amounts and priority:
(a)
to REMIC
III as the
holder
of REMIC II
Regular
Interest
LT-IO,
in an
amount
equal to (i)
Uncertificated
Accrued
Interest for such Regular
Interest for such
Distribution
Date, plus (ii) any amounts in
respect thereof remaining unpaid from previous Distribution Dates;
(b)
to the
extent of the
portion
of the REMIC II
Available
Distribution
Amount
related to Loan
Group I remaining
after the
distributions
made pursuant to clause (a) above, to REMIC III as the holder of
REMIC
II Regular Interests LT1, LT2, LT3 and LT4, allocated as follows:
(i)
to REMIC II Regular
Interests
LT1,
LT2, LT3 and LT4, pro rata,
in an amount equal to
(A) their
Uncertificated
Accrued
Interest for such
Distribution
Date,
plus (B) any amounts in respect thereof
remaining unpaid from previous Distribution Dates; and
(ii)
to
REMIC
II
Regular
Interests
LT1,
LT2,
LT3 and LT4,
in an
amount
equal to the
remainder of such portion of the REMIC II Available
Distribution
Amount
related to Loan Group I remaining
after
the distributions made pursuant to clauses (a) and (b)(i) above,
allocated as follows:
(A)
in respect of REMIC II Regular
Interests
LT2, LT3 and LT4,
their
respective
Principal Distribution Amounts;;
(B)
in
respect
of
REMIC
II
Regular
Interest
LT1
any
remainder
until
the
Uncertificated Principal Balance thereof is reduced to zero;
(C)
any
remainder in respect of REMIC II Regular
Interests
LT2, LT3 and LT4, pro
rata according to their respective
Uncertificated
Principal Balances as reduced by the distributions
deemed made
pursuant to (A) above, until their respective Uncertificated
Principal Balances are reduced to zero;
(c)
to the
extent of the
portion
of the REMIC II
Available
Distribution
Amount
related to Loan
Group II remaining after the
distributions
made pursuant to clause (a) above, to REMIC III as the holder of
REMIC
II Regular Interests LT5, LT6, LT7 and
LT8, allocated as follows:
(i)
to REMIC II Regular
Interests
LT5,
LT6, LT7 and LT8, pro rata,
in an amount equal to
(A) their
Uncertificated
Accrued
Interest for such
Distribution
Date,
plus (B) any amounts in respect thereof
remaining unpaid from previous Distribution Dates; and
(ii)
to
REMIC
II
Regular
Interests
LT5,
LT6,
LT7 and LT8,
in an
amount
equal to the
remainder of such portion of the REMIC II Available
Distribution
Amount related to Loan Group II remaining
after
the distributions made pursuant to clauses (a) and (c)(i) above,
allocated as follows:
(A)
in respect of REMIC II Regular
Interests
LT6, LT7 and LT8,
their
respective
Principal Distribution Amounts;
(B)
in
respect
of
REMIC
II
Regular
Interest
LT5
any
remainder
until
the
Uncertificated Principal Balance thereof is reduced to zero;
(C)
any
remainder in respect of REMIC II Regular
Interests
LT6, LT7 and LT8, pro
rata according to their respective
Uncertificated
Principal Balances as reduced by the distributions
deemed made
pursuant to (A) above, until their respective Uncertificated
Principal Balances are reduced to zero; and
(d)
to the extent of amounts remaining after the
distributions
made pursuant to clauses (a) through
(c) above:
(i)
first,
to each of the REMIC II Regular
Interests,
pro rata according to the amount of
unreimbursed
Realized Losses allocable to principal
previously
allocated to each such REMIC II Regular Interest,
the aggregate
amount of any
distributions
to the
Certificates as
reimbursement of such Realized Losses on such
Distribution
Date pursuant to clause (ix) in Section
4.02(c);
provided,
however,
that any amounts
distributed
pursuant
to this
paragraph
(d)(i)
of this
definition
of
“REMIC
II
Distribution
Amount”
shall not cause a
reduction in the Uncertificated Principal Balances of any of the
REMIC II Regular Interests; and
(ii)
second,
to the Class R Certificates
in respect of Component II thereof,
any remaining
amount.
REMIC
II
Principal
Reduction
Amounts:
For
any
Distribution
Date,
the
amounts
by
which
the
Uncertificated
Principal
Balances of REMIC II Regular
Interests
LT1,
LT2,
LT3,
LT4,
LT5, LT6, LT7, and LT8,
respectively,
will be reduced on such
Distribution Date by the allocation of Realized Losses and the
distribution
of principal, determined as follows:
For purposes of the succeeding formulas the following symbols shall
have the meanings set forth below:
Y1 =
the
Uncertificated
Principal Balance of REMIC II Regular
Interests LT1 after
distributions on
the prior Distribution Date.
Y2 =
the
Uncertificated
Principal
Balance of REMIC II Regular
Interest LT2 after
distributions on
the prior Distribution Date.
Y3 =
the
Uncertificated
Principal
Balance of REMIC II Regular
Interest LT3 after
distributions on
the prior Distribution Date.
Y4 =
the
Uncertificated
Principal
Balance of REMIC II Regular
Interest LT4 after
distributions on
the prior Distribution Date (note:
Y3 = Y4).
ΔY1 =
the REMIC II Regular Interest LT1 Principal Reduction Amount.
ΔY2 =
the REMIC II Regular Interest LT2 Principal Reduction Amount.
ΔY3 =
the REMIC II Regular Interest LT3 Principal Reduction Amount.
ΔY4 =
the REMIC II Regular Interest LT4 Principal Reduction Amount.
P0 =
the aggregate
Uncertificated
Principal
Balance of REMIC II Regular Interests LT1, LT2, LT3 and
LT4 after distributions and the allocation of Realized Losses on
the prior Distribution Date.
P1 =
the aggregate
Uncertificated
Principal
Balance of REMIC II Regular Interests LT1, LT2, LT3 and
LT4 after distributions and the allocation of Realized Losses to be
made on such Distribution Date.
ΔP =
P0 - P1 = the
aggregate
of the REMIC II
Regular
Interests
LT1,
LT2,
LT3 and LT4
Principal
Reduction Amounts.
=
the
aggregate
of the
principal
portions
of
Realized
Losses
to be
allocated
to,
and the
principal
distributions
to
be
made
on,
the
Group
I
Certificates
on
such
Distribution
Date
(including
distributions of accrued and unpaid interest on the Class SB
Certificates for prior Distribution Dates).
R0 =
the Group I REMIC II Net WAC Cap Rate (stated as a monthly
rate) after giving
effect to amounts
distributed and Realized Losses allocated on the prior Distribution
Date.
R1 =
the Group I REMIC II Net WAC Cap Rate (stated as a monthly
rate) after giving
effect to amounts
to be distributed and Realized Losses to be allocated on such
Distribution Date.
α =
(Y2 + Y3)/P0.
The
initial
value of α on the
Closing
Date for use on the
first
Distribution
Date shall be 0.0001.
γ0 =
the lesser of (A) the sum of (1) for all
Classes of
Class A-I
Certificates
of the product for
each Class of (i) the monthly
interest rate (as limited by the Group I Net WAC Cap Rate, if
applicable)
for such
Class applicable
for
distributions
to be made on such
Distribution
Date
and (ii)
the
aggregate
Certificate
Principal
Balance
for
such
Class after
distributions
and the
allocation
of
Realized
Losses
on the
prior
Distribution
Date, and (2) the amount,
if any, by which the sum of the amounts in clauses (A)(1),
(2) and (3) of
the definition of Γ0 exceeds S0*Q0 and (B) R0*P0.
γ1
=
the lesser of (A) the sum of (1) for all
Classes of Class A-I
Certificates
of the
product for
each Class of (i) the monthly
interest rate (as limited by the Group I Net WAC Cap Rate, if
applicable)
for such
Class
applicable for
distributions
to be made on the next
succeeding
Distribution
Date and (ii) the aggregate
Certificate
Principal Balance for such Class after
distributions and the allocation of Realized Losses to be made
on such Distribution
Date, and (2) the amount, if any, by which the sum of the amounts
in clauses (A)(1),
(2) and
(3) of the definition of Γ1 exceeds S1*Q1 and (B) R1*P1.
Then, based on the foregoing definitions:
ΔY1 =
ΔP - ΔY2 - ΔY3 - ΔY4;
ΔY2 =
(α/2){( γ0R1 - γ1R0)/R0R1};
ΔY3 =
αΔP - ΔY2; and
ΔY4 =
ΔY3.
if both ΔY2 and ΔY3, as so determined, are non-negative
numbers.
Otherwise:
(1)
If ΔY2, as so determined, is negative, then
ΔY2 = 0;
ΔY3 = α{γ1R0P0 - γ0R1P1}/{γ1R0};
ΔY4 = ΔY3; and
ΔY1 = ΔP - ΔY2 - ΔY3 - ΔY4.
(2)
If ΔY3, as so determined, is negative, then
ΔY3 = 0;
ΔY2 = α{γ1R0P0 - γ0R1P1}/{2R1R0P1 -
γ1R0};
ΔY4 = ΔY3; and
ΔY1 = ΔP - ΔY2 - ΔY3 - ΔY4.
For purposes of the succeeding formulas the following symbols shall
have the meanings set forth below:
Y5 =
the
Uncertificated
Principal Balance of REMIC II Regular
Interests LT5 after
distributions on
the prior Distribution Date.
Y6 =
the
Uncertificated
Principal
Balance of REMIC II Regular
Interest LT6 after
distributions on
the prior Distribution Date.
Y7 =
the
Uncertificated
Principal
Balance of REMIC II Regular 
