<PAGE>
MERRILL LYNCH MORTGAGE INVESTORS, INC.,
Depositor
HOME LOAN SERVICES, INC.,
Servicer
and
LASALLE BANK NATIONAL ASSOCIATION,
Trustee
----------
POOLING AND SERVICING AGREEMENT
Dated as of February 1, 2007
----------
FIRST FRANKLIN MORTGAGE LOAN TRUST,
MORTGAGE LOAN ASSET-BACKED CERTIFICATES, SERIES 2007-FF2
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S>
<C>
ARTICLE I
DEFINITIONS........................................................
13
ARTICLE II CONVEYANCE OF
MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES....... 66
SECTION 2.01. Conveyance of Mortgage
Loans...................... 66
SECTION 2.02. Acceptance by the
Trustee of the Mortgage Loans... 68
SECTION 2.03. Representations,
Warranties and Covenants of the
Depositor......................................... 70
SECTION 2.04. Representations and
Warranties of the Servicer.... 74
SECTION 2.05. Substitutions and
Repurchases of Mortgage Loans
that are not "Qualified Mortgages"................ 75
SECTION 2.06. Authentication and
Delivery of Certificates....... 75
SECTION 2.07. REMIC
Elections................................... 75
SECTION 2.08.
[RESERVED]........................................ 81
SECTION 2.09. Covenants of the
Servicer......................... 81
SECTION 2.10.
[RESERVED]........................................ 81
SECTION 2.11. Permitted Activities
of the Issuing Entity........ 81
SECTION 2.12. Qualifying Special
Purpose Entity................. 81
SECTION 2.13 Depositor
Notification of NIM Notes............... 81
ARTICLE III ADMINISTRATION AND
SERVICING OF MORTGAGE LOANS..................... 81
SECTION 3.01. Servicer to Service
Mortgage Loans................ 82
SECTION 3.02. Servicing and
Subservicing; Enforcement of the
Obligations of Servicer........................... 83
SECTION 3.03. Rights of the
Depositor and the Trustee in Respect
of the Servicer................................... 84
SECTION 3.04. Trustee to Act as
Servicer........................ 84
SECTION 3.05. Collection of Mortgage
Loan Payments; Collection
Account; Certificate Account...................... 85
SECTION 3.06. Collection of Taxes,
Assessments and Similar
Items; Escrow Accounts............................ 88
SECTION 3.07. Access to Certain
Documentation and Information
Regarding the Mortgage Loans...................... 89
SECTION 3.08. Permitted Withdrawals
from the Collection Account
and Certificate Account........................... 89
SECTION 3.09.
[RESERVED]........................................ 91
SECTION 3.10. Maintenance of Hazard
Insurance................... 92
SECTION 3.11. Enforcement of
Due-On-Sale Clauses; Assumption
Agreements........................................ 93
</TABLE>
-i-
<PAGE>
TABLE OF CONTENTS
(continued)
<TABLE>
<CAPTION>
PAGE
----
<S>
<C>
SECTION 3.12. Realization Upon
Defaulted Mortgage Loans;
Determination of Excess Proceeds; Special Loss
Mitigation........................................ 93
SECTION 3.13. Trustee to Cooperate;
Release of Mortgage Files... 97
SECTION 3.14. Documents, Records and
Funds in Possession of
Servicer to be Held for the Trustee............... 98
SECTION 3.15. Servicing
Compensation............................ 98
SECTION 3.16. Access to Certain
Documentation................... 99
SECTION 3.17. Annual Statement as to
Compliance................. 100
SECTION 3.18. Annual Independent
Public Accountants' Servicing
Statement; Financial Statements................... 100
SECTION 3.19. Subordination of
Liens............................ 103
SECTION 3.20. Periodic
Filings.................................. 103
SECTION 3.21. Indemnification by
Trustee........................ 107
SECTION 3.22. Indemnification by
Servicer....................... 107
SECTION 3.23. Prepayment Charge
Reporting Requirements.......... 108
SECTION 3.24. Information to the
Trustee........................ 108
SECTION 3.25.
Indemnification................................... 108
SECTION 3.26.
Solicitation...................................... 109
SECTION 3.27. High Cost Mortgage
Loans.......................... 109
ARTICLE IV
DISTRIBUTIONS......................................................
109
SECTION 4.01.
Advances.......................................... 109
SECTION 4.02. Reduction of Servicing
Compensation in Connection
with Prepayment Interest Shortfalls............... 110
SECTION 4.03. Distributions on the
REMIC Interests.............. 111
SECTION 4.04.
Distributions..................................... 111
SECTION 4.05. Monthly Statements to
Certificateholders.......... 121
ARTICLE V THE
CERTIFICATES...................................................
126
SECTION 5.01. The
Certificates.................................. 126
SECTION 5.02. Certificate Register;
Registration of Transfer and
Exchange of Certificates.......................... 127
SECTION 5.03. Mutilated, Destroyed,
Lost or Stolen
Certificates...................................... 132
SECTION 5.04. Persons Deemed
Owners............................. 132
SECTION 5.05. Access to List of
Certificateholders' Names and
Addresses......................................... 132
SECTION 5.06. Book-Entry
Certificates........................... 132
</TABLE>
-ii-
<PAGE>
TABLE OF CONTENTS
(continued)
<TABLE>
<CAPTION>
PAGE
----
<S>
<C>
SECTION 5.07. Notices to
Depository............................. 133
SECTION 5.08. Definitive
Certificates........................... 133
SECTION 5.09. Maintenance of Office
or Agency................... 134
SECTION 5.10. Authenticating
Agents............................. 134
ARTICLE VI
THE DEPOSITOR AND THE
SERVICER..................................... 135
SECTION 6.01. Respective Liabilities
of the Depositor and the
Servicer.......................................... 135
SECTION
6.02.
Merger or Consolidation of the Depositor or the
Servicer.......................................... 135
SECTION 6.03. Limitation on
Liability of the Depositor, the
Servicer and Others............................... 136
SECTION 6.04. Limitation on
Resignation of Servicer............. 136
SECTION 6.05. Errors and Omissions
Insurance; Fidelity Bonds.... 137
ARTICLE VII DEFAULT; TERMINATION
OF SERVICER................................... 137
SECTION 7.01. Events of
Default................................. 137
SECTION 7.02. Trustee to Act;
Appointment of Successor.......... 139
SECTION 7.03. Notification to
Certificateholders................ 140
ARTICLE VIII
CONCERNING THE TRUSTEE.............................................
140
SECTION 8.01. Duties of the
Trustee............................. 140
SECTION 8.02. Certain Matters
Affecting the Trustee............. 141
SECTION 8.03. Trustee Not Liable for
Certificates or Mortgage
Loans............................................. 143
SECTION 8.04. Trustee May Own
Certificates...................... 143
SECTION 8.05. Trustee's Fees and
Expenses....................... 143
SECTION 8.06. Indemnification and
Expenses of Trustee........... 143
SECTION 8.07. Eligibility
Requirements for Trustee.............. 144
SECTION 8.08. Resignation and
Removal of Trustee................ 145
SECTION 8.09. Successor
Trustee................................. 145
SECTION 8.10. Merger or
Consolidation of Trustee................ 146
SECTION 8.11. Appointment of
Co-Trustee or Separate Trustee..... 146
SECTION 8.12. Tax
Matters....................................... 147
ARTICLE IX
TERMINATION........................................................
150
SECTION 9.01. Termination upon
Liquidation or Repurchase of all
Mortgage Loans.................................... 150
SECTION 9.02. Final Distribution on
the Certificates............ 151
SECTION 9.03. Additional Termination
Requirements............... 152
ARTICLE X
MISCELLANEOUS PROVISIONS...........................................
153
</TABLE>
-iii-
<PAGE>
TABLE OF CONTENTS
(continued)
<TABLE>
<CAPTION>
PAGE
----
<S>
<C>
SECTION 10.01.
Amendment......................................... 153
SECTION 10.02.
Counterparts...................................... 155
SECTION 10.03.
Governing Law..................................... 155
SECTION 10.04.
Intention of Parties.............................. 155
SECTION 10.05.
Notices........................................... 156
SECTION 10.06.
Severability of Provisions........................ 157
SECTION 10.07.
Assignment; Sales; Advance Facilities............. 157
SECTION 10.08.
Limitation on Rights of Certificateholders........ 158
SECTION 10.09.
Inspection and Audit Rights....................... 159
SECTION 10.10.
Certificates Nonassessable and Fully Paid......... 159
SECTION 10.11.
Compliance with Regulation AB..................... 159
SECTION 10.12.
Third Party Rights................................ 159
</TABLE>
-iv-
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S>
<C>
EXHIBIT A FORMS OF
CERTIFICATES
EXHIBIT B-1
MORTGAGE LOAN SCHEDULE
EXHIBIT B-2
MORTGAGE LOAN SCHEDULE (SPONSOR)
EXHIBI B-3
MORTGAGE LOAN SCHEDULE (FFFC)
EXHIBIT C [RESERVED]
EXHIBIT D FORM OF TRUSTEE
CERTIFICATION
EXHIBIT E-1 FORM
OF TRANSFEREE'S LETTER AND AFFIDAVIT
EXHIBIT E-2 FORM
OF TRANSFEROR'S AFFIDAVIT
EXHIBIT F FORM OF
TRANSFEROR CERTIFICATE
EXHIBIT G FORM OF
INVESTMENT LETTER (ACCREDITED INVESTOR)
EXHIBIT H FORM OF RULE
144A INVESTMENT LETTER (QUALIFIED INSTITUTIONAL
BUYER)
EXHIBIT I FORM OF REQUEST
FOR RELEASE
EXHIBIT J [RESERVED]
EXHIBIT K FORM OF BACK-UP
CERTIFICATION OF TRUSTEE
EXHIBIT L FORM OF
OFFICER'S CERTIFICATE OF SERVICER
EXHIBIT M-1 FORM
OF CLASS A-1 CAP CORRIDOR CONTRACT
EXHIBIT M-2 FORM
OF CLASS A-2 CAP CORRIDOR CONTRACT
EXHIBIT M-3 FORM
OF SUBORDINATE CERTIFICATE CAP CORRIDOR CONTRACT
EXHIBIT M-4 FORM
OF CREDIT SUPPORT ANNEX RELATED TO THE CAP CORRIDOR CONTRACTS
EXHIBIT N [RESERVED]
EXHIBIT O FORM OF
TRANSFEROR REPRESENTATION LETTER FOR TRANSFER TO
REGULATION S BOOK-ENTRY CERTIFICATE FROM A HOLDER OF A RULE
144A
BOOK-ENTRY CERTIFICATE OR DEFINITIVE CERTIFICATE
EXHIBIT P FORM OF
TRANSFEROR REPRESENTATION LETTER FOR TRANSFER PURSUANT TO
RULE 144A FROM A HOLDER OF A REGULATION S BOOK-ENTRY
CERTIFICATE
OR DEFINITIVE CERTIFICATE
EXHIBIT Q-1 FORM
OF CAP CONTRACT
EXHIBIT Q-2 FORM
OF SWAP AGREEMENT
EXHIBIT Q-3 FORM
OF CREDIT SUPPORT ANNEX RELATED TO THE CAP CONTRACT AND SWAP
AGREEMENT
EXHIBIT R FORM OF
ASSESSMENT OF COMPLIANCE
EXHIBIT S SERVICING
CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
EXHIBIT T FORM OF
SARBANES-OXLEY CERTIFICATIONS
EXHIBIT U FORM OF ITEM
1123 CERTIFICATION OF SERVICER
EXHIBIT V
FORM OF
DELINQUENCY REPORT
EXHIBIT W [RESERVED]
SCHEDULE X
SCHEDULE Y
SCHEDULE Z
</TABLE>
-v-
<PAGE>
POOLING AND SERVICING AGREEMENT, dated as of February 1, 2007
(the
"Agreement"), among MERRILL LYNCH MORTGAGE INVESTORS, INC., a
Delaware
corporation, as depositor (the "Depositor"), HOME LOAN SERVICES,
INC., a Nevada
corporation, as servicer (the "Servicer"), and LASALLE BANK
NATIONAL
ASSOCIATION, a national banking association, as trustee (the
"Trustee").
The
Depositor is the owner of the Trust Fund that is hereby conveyed to
the
Trustee in return for the Certificates. The Trust Fund for federal
income tax
purposes will consist of (i) three real estate mortgage investment
conduits,
(ii) the right to receive payments distributable to the Class P
Certificates
pursuant to Section 4.04(b)(i) hereof, (iii) each Corridor Contract
and the
Corridor Contract Account, (iv) the grantor trusts described in
Section 2.07
hereof and (v) the Supplemental Interest Trust, which in turn will
hold the Swap
Agreement and the Cap Contract. The SWAP REMIC will consist of all
of the assets
constituting the Trust Fund (other than the assets described in
clauses (ii),
(iii), (iv) and (v) above, other than the SWAP REMIC Regular
Interests and other
than the Lower Tier REMIC Regular Interests) and will be evidenced
by the SWAP
REMIC Regular Interests (which will be uncertificated and will
represent the
"regular interests" in the SWAP REMIC) and the Class SWR Interest
as the single
"residual interest" in the SWAP REMIC. The Lower Tier REMIC will
consist of SWAP
REMIC Regular Interests and will be evidenced by the Lower Tier
REMIC Regular
Interests (which will be uncertificated and will represent the
"regular
interests" in the Lower Tier REMIC) and the Class LTR Interest as
the single
"residual interest" in the Lower Tier REMIC. The Trustee will hold
the Lower
Tier REMIC Regular Interests. The Upper Tier REMIC will consist of
the Lower
Tier REMIC Regular Interests and will be evidenced by the REMIC
Regular
Interests (which will represent the "regular interests" in the
Upper Tier REMIC)
and the Residual Interest as the single "residual interest" in the
Upper Tier
REMIC. The Class R Certificate will represent beneficial ownership
of the Class
SWR Interest, the Class LTR Interest and the Residual Interest. The
"latest
possible maturity date" for federal income tax purposes of all
interests created
hereby will be the Latest Possible Maturity Date.
All
covenants and agreements made by the Sponsor in the Sale
Agreement,
FFFC in the Purchase Agreement and by the Depositor and the Trustee
herein with
respect to the Mortgage Loans and the other property constituting
the Trust Fund
are for the benefit of the Holders from time to time of the
Certificates.
THE SWAP REMIC
The
following table sets forth the designations, initial principal
balances
and interest rates for each interest in the SWAP REMIC:
<TABLE>
<CAPTION>
Class Initial
Principal Balance Interest Rate
-------
------------------------- -------------
<S>
<C>
<C>
1-SW1
$123,057,818.092
(1)
1-SW1A
$ 11,784,614.061
(2)
1-SW1B
$ 11,784,614.061
(3)
1-SW2A
$ 12,271,685.304
(2)
1-SW2B
$ 12,271,685.304
(3)
1-SW3A
$ 13,339,337.729
(2)
1-SW3B
$ 13,339,337.729
(3)
1-SW4A
$ 16,522,202.684
(2)
1-SW4B
$ 16,522,202.684
(3)
</TABLE>
<PAGE>
<TABLE>
<S>
<C>
<C>
1-SW5A
$ 18,388,999.677
(2)
1-SW5B
$ 18,388,999.677
(3)
1-SW6A
$ 19,367,918.931
(2)
1-SW6B
$ 19,367,918.931
(3)
1-SW7A $ 17,386,537.964
(2)
1-SW7B
$ 17,386,537.964
(3)
1-SW8A
$ 15,925,287.928
(2)
1-SW8B
$ 15,925,287.928
(3)
1-SW9A
$ 14,755,137.147
(2)
1-SW9B
$ 14,755,137.147
(3)
1-SW10A
$ 13,704,807.079
(2)
1-SW10B
$ 13,704,807.079
(3)
1-SW11A
$ 12,899,427.792
(2)
1-SW11B
$ 12,899,427.792
(3)
1-SW12A
$ 12,114,581.466
(2)
1-SW12B
$ 12,114,581.466
(3)
1-SW13A
$ 11,501,312.391
(2)
1-SW13B
$ 11,501,312.391
(3)
1-SW14A
$ 10,993,084.833
(2)
1-SW14B
$ 10,993,084.833
(3)
1-SW15A
$ 11,122,833.709
(2)
1-SW15B
$ 11,122,833.709
(3)
1-SW16A
$ 39,215,670.748
(2)
1-SW16B
$ 39,215,670.748
(3)
1-SW17A
$ 36,632,959.208
(2)
1-SW17B
$ 36,632,959.208
(3)
1-SW18A
$ 30,188,938.015
(2)
1-SW18B
$ 30,188,938.015
(3)
1-SW19A
$ 22,832,243.078
(2)
1-SW19B
$ 22,832,243.078
(3)
1-SW20A
$ 13,568,018.358
(2)
1-SW20B
$ 13,568,018.358
(3)
1-SW21A
$ 11,082,243.319
(2)
1-SW21B
$ 11,082,243.319
(3)
1-SW22A
$ 9,154,207.215
(2)
1-SW22B
$ 9,154,207.215
(3)
1-SW23A
$ 8,589,119.115
(2)
1-SW23B
$ 8,589,119.115
(3)
1-SW24A
$ 7,999,107.227
(2)
1-SW24B
$ 7,999,107.227
(3)
1-SW25A
$ 7,321,872.222
(2)
1-SW25B
$ 7,321,872.222
(3)
1-SW26A
$ 6,703,803.509
(2)
1-SW26B
$ 6,703,803.509
(3)
1-SW27A
$ 6,333,005.237
(2)
1-SW27B
$ 6,333,005.237
(3)
</TABLE>
-2-
<PAGE>
<TABLE>
<S>
<C>
<C>
1-SW28A
$ 8,815,998.524
(2)
1-SW28B
$ 8,815,998.524
(3)
1-SW29A
$ 12,081,753.059
(2)
1-SW29B
$ 12,081,753.059
(3)
1-SW30A
$ 9,973,048.497
(2)
1-SW30B
$ 9,973,048.497
(3)
1-SW31A
$ 2,798,375.999
(2)
1-SW31B
$ 2,798,375.999
(3)
1-SW32A
$ 6,677,337.840
(2)
1-SW32B
$ 6,677,337.840
(3)
1-SW33A
$ 5,782,180.014
(2)
1-SW33B
$ 5,782,180.014
(3)
1-SW34A
$ 5,260,920.256
(2)
1-SW34B
$ 5,260,920.256
(3)
1-SW35A
$ 4,954,366.348
(2)
1-SW35B
$ 4,954,366.348
(3)
1-SW36A
$ 4,372,680.858
(2)
1-SW36B
$ 4,372,680.858
(3)
1-SW37A
$ 3,929,598.039
(2)
1-SW37B
$ 3,929,598.039
(3)
1-SW38A
$ 3,662,286.436
(2)
1-SW38B $
3,662,286.436
(3)
1-SW39A
$ 3,366,788.575
(2)
1-SW39B
$ 3,366,788.575
(3)
1-SW40A
$ 3,245,419.379
(2)
1-SW40B
$ 3,245,419.379
(3)
1-SW41A
$ 3,187,734.377
(2)
1-SW41B
$ 3,187,734.377
(3)
1-SW42A
$ 2,959,950.115
(2)
1-SW42B
$ 2,959,950.115
(3)
1-SW43A
$ 2,726,840.703
(2)
1-SW43B
$ 2,726,840.703
(3)
1-SW44A
$ 2,481,005.579
(2)
1-SW44B
$ 2,481,005.579
(3)
1-SW45A
$ 2,268,316.669
(2)
1-SW45B
$ 2,268,316.669
(3)
1-SW46A
$ 2,114,373.217
(2)
1-SW46B
$ 2,114,373.217
(3)
1-SW47A
$ 2,021,896.385
(2)
1-SW47B
$ 2,021,896.385
(3)
1-SW48A
$ 1,838,794.394
(2)
1-SW48B
$ 1,838,794.394
(3)
1-SW49A
$ 1,815,557.482
(2)
1-SW49B
$ 1,815,557.482
(3)
1-SW50A
$ 1,704,872.771
(2)
1-SW50B
$ 1,704,872.771
(3)
</TABLE>
-3-
<PAGE>
<TABLE>
<S>
<C>
<C>
1-SW51A
$ 1,600,080.218
(2)
1-SW51B
$ 1,600,080.218
(3)
1-SW52A
$ 1,512,182.350
(2)
1-SW52B
$ 1,512,182.350
(3)
1-SW53A
$ 1,441,168.087
(2)
1-SW53B
$ 1,441,168.087
(3)
1-SW54A
$ 37,159,866.403
(2)
1-SW54B
$ 37,159,866.403
(3)
2-SW2
$137,921,385.558
(4)
2-SW1A
$ 13,208,021.439
(5)
2-SW1B
$ 13,208,021.439
(6)
2-SW2A
$ 13,753,923.696
(5)
2-SW2B
$ 13,753,923.696
(6)
2-SW3A
$ 14,950,532.771
(5)
2-SW3B
$ 14,950,532.771
(6)
2-SW4A
$ 18,517,840.816
(5)
2-SW4B
$ 18,517,840.816
(6)
2-SW5A
$ 20,610,119.323
(5)
2-SW5B
$ 20,610,119.323
(6)
2-SW6A
$ 21,707,277.569
(5)
2-SW6B
$ 21,707,277.569
(6)
2-SW7A
$ 19,486,575.036
(5)
2-SW7B
$ 19,486,575.036
(6)
2-SW8A
$ 17,848,827.572
(5)
2-SW8B
$ 17,848,827.572
(6)
2-SW9A
$ 16,537,339.853
(5)
2-SW9B
$ 16,537,339.853
(6)
2-SW10A $ 15,360,145.421
(5)
2-SW10B
$ 15,360,145.421
(6)
2-SW11A
$ 14,457,488.208
(5)
2-SW11B
$ 14,457,488.208
(6)
2-SW12A
$ 13,577,844.034
(5)
2-SW12B
$ 13,577,844.034
(6)
2-SW13A
$ 12,890,501.109
(5)
2-SW13B
$ 12,890,501.109
(6)
2-SW14A
$ 12,320,887.167
(5)
2-SW14B
$ 12,320,887.167
(6)
2-SW15A
$ 12,466,307.791
(5)
2-SW15B
$ 12,466,307.791
(6)
2-SW16A
$ 43,952,344.752
(5)
2-SW16B
$ 43,952,344.752
(6)
2-SW17A
$ 41,057,679.792
(5)
2-SW17B
$ 41,057,679.792
(6)
2-SW18A
$ 33,835,315.985
(5)
2-SW18B
$ 33,835,315.985
(6)
2-SW19A
$ 25,590,040.922
(5)
</TABLE>
-4-
<PAGE>
<TABLE>
<S>
<C>
<C>
2-SW19B
$ 25,590,040.922
(6)
2-SW20A
$ 15,206,834.642
(5)
2-SW20B
$ 15,206,834.642
(6)
2-SW21A
$ 12,420,814.681
(5)
2-SW21B
$ 12,420,814.681
(6)
2-SW22A
$ 10,259,900.285
(5)
2-SW22B
$ 10,259,900.285
(6)
2-SW23A
$ 9,626,557.885
(5)
2-SW23B
$ 9,626,557.885
(6)
2-SW24A
$ 8,965,281.273
(5)
2-SW24B
$ 8,965,281.273
(6)
2-SW25A
$ 8,206,246.278
(5)
2-SW25B
$ 8,206,246.278
(6)
2-SW26A
$ 7,513,523.991
(5)
2-SW26B
$ 7,513,523.991
(6)
2-SW27A
$ 7,097,938.763
(5)
2-SW27B
$ 7,097,938.763
(6)
2-SW28A
$ 9,880,840.976
(5)
2-SW28B
$ 9,880,840.976
(6)
2-SW29A
$ 13,541,050.441
(5)
2-SW29B
$ 13,541,050.441
(6)
2-SW30A
$ 11,177,645.503
(5)
2-SW30B
$ 11,177,645.503
(6)
2-SW31A
$ 3,136,378.501
(5)
2-SW31B
$ 3,136,378.501
(6)
2-SW32A
$ 7,483,861.660
(5)
2-SW32B
$ 7,483,861.660
(6)
2-SW33A
$ 6,480,581.986
(5)
2-SW33B
$ 6,480,581.986
(6)
2-SW34A
$ 5,896,361.744
(5)
2-SW34B
$ 5,896,361.744
(6)
2-SW35A
$ 5,552,780.652
(5)
2-SW35B
$ 5,552,780.652
(6)
2-SW36A
$ 4,900,836.142
(5)
2-SW36B
$ 4,900,836.142
(6)
2-SW37A
$ 4,404,235.461
(5)
2-SW37B
$ 4,404,235.461
(6)
2-SW38A
$ 4,104,636.564
(5)
2-SW38B
$ 4,104,636.564
(6)
2-SW39A
$ 3,773,446.925
(5)
2-SW39B
$ 3,773,446.925
(6)
2-SW40A
$ 3,637,418.121
(5)
2-SW40B
$ 3,637,418.121
(6)
2-SW41A
$ 3,572,765.623
(5)
2-SW41B
$
3,572,765.623
(6)
2-SW42A
$ 3,317,468.385
(5)
</TABLE>
-5-
<PAGE>
<TABLE>
<S>
<C>
<C>
2-SW42B
$ 3,317,468.385
(6)
2-SW43A $ 3,056,202.797
(5)
2-SW43B
$ 3,056,202.797
(6)
2-SW44A
$ 2,780,674.421
(5)
2-SW44B
$ 2,780,674.421
(6)
2-SW45A
$ 2,542,295.831
(5)
2-SW45B
$ 2,542,295.831
(6)
2-SW46A
$ 2,369,758.283
(5)
2-SW46B
$ 2,369,758.283
(6)
2-SW47A
$ 2,266,111.615
(5)
2-SW47B
$ 2,266,111.615
(6)
2-SW48A
$ 2,060,893.606
(5)
2-SW48B
$ 2,060,893.606
(6)
2-SW49A
$ 2,034,850.018
(5)
2-SW49B
$ 2,034,850.018
(6)
2-SW50A
$ 1,910,796.229
(5)
2-SW50B
$ 1,910,796.229
(6)
2-SW51A
$ 1,793,346.282
(5)
2-SW51B
$ 1,793,346.282
(6)
2-SW52A
$ 1,694,831.650
(5)
2-SW52B
$ 1,694,831.650
(6)
2-SW53A
$ 1,615,239.913
(5)
2-SW53B
$ 1,615,239.913
(6)
2-SW54A
$ 41,648,229.597
(5)
2-SW54B
$ 41,648,229.597
(6)
SWR
(7)
(7)
</TABLE>
(1) The interest rate
on the Class 1-SW1 Interest shall be a per annum rate
equal to the Group One Net WAC.
(2) For any
Distribution Date, the interest rate on each SWAP REMIC Regular
Interest beginning with the designation "1" and ending with the
designation
"A"
shall be a per annum rate equal to 2 times the Group One Net
WAC,
subject to a maximum rate of 2 times the REMIC Swap Rate for
such
Distribution Date.
(3) For any
Distribution Date, the interest rate on each SWAP REMIC Regular
Interest beginning with the designation "1" and ending with the
designation
"B"
shall be a per annum rate equal to the greater of (x) the excess,
if
any,
of (i) 2 times the Group One Net WAC over (ii) 2 times the REMIC
Swap
Rate
for such Distribution Date and (y) 0.00%.
(4) The interest rate
on the Class 2-SW2 Interest shall be a per annum rate
equal to the Group Two Net WAC.
(5) For any
Distribution Date, the interest rate on each SWAP REMIC Regular
Interest beginning with the designation "2" and ending with the
designation
"A"
shall be a per annum rate equal to 2 times the Group Two Net
WAC,
subject to a maximum rate of 2 times the REMIC Swap Rate for
such
Distribution Date.
(6) For any
Distribution Date, the interest rate on each SWAP REMIC Regular
Interest beginning with the designation "2" and ending with the
designation
"B"
shall be a per annum rate equal to the greater of (x) the excess,
if
any,
of (i) 2 times the Group Two Net WAC over (ii) 2 times the REMIC
Swap
Rate
for such Distribution Date and (y) 0.00%.
-6-
<PAGE>
(7) The Class SWR
Interest shall have no principal amount and shall bear no
interest.
THE LOWER TIER REMIC
The following table sets forth the designations, initial principal
balances,
interest rates, Corresponding Classes of Certificates and related
Mortgage Group
for each interest in the Lower Tier REMIC:
<TABLE>
<CAPTION>
Class(es) of
Corresponding
Class
Initial Principal
Certificates or Related
Balance
Interest Rate
Mortgage Group
-----
----------------- ------------- -----------------------
<S> <C>
<C>
<C>
LTA-1
(1)
(8)
A-1, R
LTA-2A
(1)
(8)
A-2A
LTA-2B
(1)
(8)
A-2B
LTA-2C
(1)
(8)
A-2C
LTA-2D
(1)
(8)
A-2D
LTM-1
(1)
(8)
M-1
LTM-2
(1)
(8)
M-2
LTM-3
(1)
(8)
M-3
LTM-4
(1)
(8)
M-4
LTM-5
(1)
(8)
M-5
LTM-6
(1)
(8)
M-6
LTB-1
(1)
(8)
B-1
LTB-2
(1)
(8)
B-2
LTB-3
(1)
(8)
B-3
LTB-4
(1)
(8)
B-4
LTIX
(2)
(8)
N/A
LTII1A
(3)
(8)
Group One
LTII1B
(4)
(9)
Group One
LTII2A
(5)
(8)
Group Two
LTII2B
(6)
(10)
Group Two
LTIIX
(7)
(8)
N/A
LT-IO
(11)
(11)
N/A
LTR
(12)
(12)
N/A
</TABLE>
(1) The initial
principal balance of each of these Lower Tier REMIC Regular
Interests shall equal 1/4 of the initial Certificate Principal
Balance of
its
Corresponding Certificates.
(2) The initial
principal balance of the Class LTIX Interest shall equal the
excess of (i) 50% of the aggregate Cut-off Date Principal Balance
of the
Mortgage Loans over (ii) the initial principal balance of the Lower
Tier
REMIC I Marker
Interests.
(3) The initial
principal balance of the Class LTII1A Interest shall equal
0.05% of the excess of (i) the aggregate Cut-off Date Principal
Balance of
the
Group One Mortgage Loans over (ii) the aggregate of the initial
Certificate Principal Balances of Certificate Group One.
-7-
<PAGE>
(4) The initial
principal balance of the Class LTII1B Interest shall equal
0.05% of the aggregate Cut-off Date Principal Balance of the Group
One
Mortgage Loans.
(5) The initial
principal balance of the Class LTII2A Interest shall equal
0.05% of the excess of (i) the aggregate Cut-off Date Principal
Balance of
the
Group Two Mortgage Loans over (ii) the aggregate of the initial
Certificate Principal Balances of Certificate Group Two.
(6) The initial
principal balance of the Class LTII2B Interest shall equal
0.05% of the aggregate Cut-off Date Principal Balance of the Group
Two
Mortgage Loans.
(7) The initial
principal balance of the Class LTIIX Interest shall equal the
excess of (i) 50% of the aggregate Cut-off Date Principal Balance
of the
Mortgage Loans over (ii) the initial principal balance of the Lower
Tier
REMIC II Marker Interests.
(8) For each
Distribution Date, the interest rate for each of the Lower Tier
REMIC Regular Interests (other than the Class LTII1B, the Class
LTII2B and
the
Class LT-IO Interests) shall be a per annum rate (but not less
than
zero) equal to the product of (i) the weighted average of the
interest
rates on the SWAP REMIC Regular Interests for such Distribution
Date and
(ii)
a fraction the numerator of which is 30 and the denominator of
which
is
the actual number of days in the Accrual Period for the LIBOR
Certificates, provided however, that for any Distribution Date on
which the
Class LT-IO Interest is entitled to a portion of interest accruals
on a
SWAP
REMIC Regular Interest ending with a designation "A" as described
in
footnote 11 below, such weighted average shall be computed by
first
subjecting the rate on such SWAP REMIC Regular Interest to a cap
equal to
Swap
LIBOR for such Distribution Date.
(9) For each
Distribution Date, the interest rate for the Class LTII1B
Interest
shall be a per annum rate equal to the product of (i) the weighted
average
of
the interest rates on the SWAP REMIC Regular Interests beginning
with
the
designation "1" for such Distribution Date and (ii) a fraction
the
numerator of which is 30 and the denominator of which is the actual
number
of
days in the Accrual Period for the LIBOR Certificates,
provided,
however, that for any Distribution Date on which the Class LT-IO
Interest
is
entitled to a portion of interest accruals on a SWAP REMIC
Regular
Interest ending with a designation "A" as described in footnote 11
below,
such
weighted average shall be computed by first subjecting the rate
on
such
SWAP REMIC Regular Interest to a cap equal to Swap LIBOR for
such
Distribution Date.
(10) For each Distribution Date, the interest rate for the Class
LTII2B Interest
shall be a per annum rate equal to the product of (i) the weighted
average
of
the interest rates on the SWAP REMIC Regular Interests beginning
with
the
designation "2" for such Distribution Date and (ii) a fraction
the
numerator of which is 30 and the denominator of which is the actual
number
of
days in the Accrual Period for the LIBOR Certificates,
provided,
however, that for any Distribution Date on which the Class LT-IO
Interest
is
entitled to a portion of interest accruals on a SWAP REMIC
Regular
Interest ending with a designation "A" as described in footnote 11
below,
such weighted average shall
be computed by first subjecting the rate on
such
SWAP REMIC Regular Interest to a cap equal to Swap LIBOR for
such
Distribution Date.
(11) The Class LT-IO Interest is an interest-only class that does
not have a
principal balance. For
only those Distribution Dates listed in the first
column of the table below, the Class LT-IO Interest shall be
entitled to
interest accrued on the SWAP REMIC Regular Interest listed in the
second
column below at a per annum rate equal to the excess, if any, of
(i) the
interest rate for such SWAP REMIC Regular Interest for such
Distribution
Date
over (ii) Swap LIBOR for such Distribution Date.
<TABLE>
<CAPTION>
SWAP REMIC
Distribution Date Regular Interest
----------------- ----------------
<S>
<C>
7
Class 1-SW1A
Class 2-SW1A
</TABLE>
-8-
<PAGE>
<TABLE>
<S>
<C>
7-8
Class 1-SW2A
Class 2-SW2A
7-9
Class 1-SW3A
Class 2-SW3A
7-10
Class 1-SW4A
Class 2-SW4A
7-11
Class 1-SW5A
Class 2-SW5A
7-12
Class 1-SW6A
Class 2-SW6A
7-13
Class 1-SW7A
Class 2-SW7A
7-14
Class 1-SW8A
Class 2-SW8A
7-15
Class 1-SW9A
Class 2-SW9A
7-16
Class 1-SW10A
Class 2-SW10A
7-17
Class 1-SW11A
Class 2-SW11A
7-18
Class 1-SW12A
Class 2-SW12A
7-19
Class 1-SW13A
Class 2-SW13A
7-20
Class 1-SW14A
Class 2-SW14A
7-21
Class 1-SW15A
Class 2-SW15A
7-22
Class 1-SW16A
Class 2-SW16A
7-23
Class 1-SW17A
Class 2-SW17A
7-24
Class 1-SW18A
Class 2-SW18A
7-25
Class 1-SW19A
Class 2-SW19A
7-26
Class 1-SW20A
Class 2-SW20A
7-27
Class 1-SW21A
Class 2-SW21A
7-28
Class 1-SW22A
Class 2-SW22A
7-29
Class 1-SW23A
Class 2-SW23A
7-30
Class 1-SW24A
Class 2-SW24A
7-31
Class 1-SW25A
Class 2-SW25A
7-32
Class 1-SW26A
Class 2-SW26A
7-33
Class 1-SW27A
Class 2-SW27A
7-34
Class 1-SW28A
</TABLE>
-9-
<PAGE>
<TABLE>
<S>
<C>
Class 2-SW28A
7-35
Class 1-SW29A
Class 2-SW29A
7-36
Class
1-SW30A
Class 2-SW30A
7-37
Class 1-SW31A
Class 2-SW31A
7-38
Class 1-SW32A
Class 2-SW32A
7-39
Class 1-SW33A
Class 2-SW33A
7-40
Class 1-SW34A
Class 2-SW34A
7-41
Class 1-SW35A
Class 2-SW35A
7-42
Class 1-SW36A
Class 2-SW36A
7-43
Class 1-SW37A
Class 2-SW37A
7-44
Class 1-SW38A
Class 2-SW38A
7-45
Class 1-SW39A
Class 2-SW39A
7-46
Class 1-SW40A
Class 2-SW40A
7-47
Class
1-SW41A
Class 2-SW41A
7-48
Class 1-SW42A
Class 2-SW42A
7-49
Class 1-SW43A
Class 2-SW43A
7-50
Class 1-SW44A
Class 2-SW44A
7-51
Class 1-SW45A
Class 2-SW45A
7-52
Class 1-SW46A
Class 2-SW46A
7-53
Class 1-SW47A
Class 2-SW47A
7-54
Class 1-SW48A
Class 2-SW48A
7-55
Class 1-SW49A
Class 2-SW49A
7-56
Class 1-SW50A
Class 2-SW50A
7-57
Class 1-SW51A
Class 2-SW51A
7-58
Class 1-SW52A
Class 2-SW52A
7-59
Class 1-SW53A
Class 2-SW53A
7-60
Class 1-SW54A
Class 2-SW54A
</TABLE>
-10-
<PAGE>
(12) The Class LTR Interest shall have no principal amount and
shall bear no
interest.
UPPER TIER REMIC
The following table sets forth the designation, the initial
principal balances,
the interest rates and Classes of Related Certificates for each of
the interests
in the Upper Tier REMIC.
<TABLE>
<CAPTION>
Initial Principal
Class of Related
Class
Balance
Rate
Certificates
-----
----------------- ---- -------------------
<S>
<C>
<C>
<C>
UTA-1
(1)
(2)
A-1
UTA-2A
(1)
(2)
A-2A
UTA-2B
(1)
(2)
A-2B
UTA-2C
(1)
(2)
A-2C
UTA-2D
(1)
(2)
A-2D
UTM-1
(1)
(2)
M-1
UTM-2
(1)
(2)
M-2
UTM-3
(1)
(2)
M-3
UTM-4
(1)
(2)
M-4
UTM-5
(1)
(2)
M-5
UTM-6
(1)
(2)
M-6
UTB-1
(1)
(2)
B-1
UTB-2
(1)
(2)
B-2
UTB-3
(1)
(2)
B-3
UTB-4
(1)
(2)
B-4
Uncertificated Class C Interest
(3)
(3)
N/A
UT-IO
(4)
(4)
N/A
Residual Interest
(1)
(2)
R
</TABLE>
(1) The initial
principal balance of each of these REMIC Regular Interests
shall equal the
initial principal balance of its Class of Related
Certificates.
(2) The interest rates
on each of these REMIC Regular Interests and the
Residual Interest shall be an annual rate equal to the Pass-Through
Rate
for
the Class of Related Certificates, provided that in lieu of the
applicable Available Funds Cap set forth in the definition of an
applicable
Pass-Through Rate, the applicable Upper Tier REMIC Net WAC Cap
shall be
used.
(3) The Uncertificated
Class C Interest shall have an initial principal balance
equal to the initial Overcollateralization Amount. The
Uncertificated Class
C
Interest shall accrue interest on a notional balance set forth in
the
definition of Class C Current Interest at a rate equal to the Class
C
Distributable Interest Rate. The Uncertificated Class C Interest
shall be
represented by the Class C Certificates.
(4) The Class UT-IO
Interest shall have no principal amount and will not have
an
interest rate, but will be entitled to 100% of the interest accrued
with
respect to the Class LT-IO Interest. The Class UT-IO Interest shall
be
represented by the Class C Certificates.
THE CERTIFICATES
-11-
<PAGE>
The following table sets
forth the Class designation, interest rate and
initial Class principal amount for each Class of Certificates
comprising
interests in the Trust Fund.
<TABLE>
<CAPTION>
Class Initial
Class Principal Amount Interest Rate
-----
------------------------------ -------------
<S> <C>
<C>
A-1
(1)
(2)
A-2A
(1)
(2)
A-2B
(1)
(2)
A-2C
(1)
(2)
A-2D
(1)
(2)
M-1
(1)
(2)
M-2
(1)
(2)
M-3
(1)
(2)
M-4
(1)
(2)
M-5
(1)
(2)
M-6
(1)
(2)
B-1
(1)
(2)
B-2
(1)
(2)
B-3
(1)
(2)
B-4
(1)
(2)
C
(3)
(3)
P
(4)
(4)
R
(1)
(2)(5)
</TABLE>
(1) Each of these
Classes of Certificates shall have initial principal balances
as
set forth in Section 5.01 hereof.
(2) Each of these
Classes of Certificates shall bear interest at a per annum
rate
equal to the Pass-Through Rate for such Certificates set forth in
the
definitions herein.
(3) For federal income
tax purposes, the Class C Certificate shall represent
(i)
the right to receive all distributions with respect to the
REMIC
Regular Interests represented by the Uncertificated Class C
Interest and
the
Class UT-IO Interest and (ii) certain rights and obligations
with
respect to notional principal contracts as described in Section
2.07.
(4) The Class P
Certificates shall be entitled to the amounts distributable
pursuant to Section 4.04(b) hereof and shall not represent a REMIC
regular
interest.
(5) The Class R
Interest represents ownership of the Class SWR Interest, the
Class LTR Interest and the Residual Interest.
In
consideration of the mutual agreements herein contained, the
Depositor,
the Servicer and the Trustee hereby agree as follows:
-12-
<PAGE>
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and phrases,
unless
the context otherwise requires, shall have the following
meanings:
Accepted Servicing Practices: The Servicer's normal servicing
practices,
which will conform to the mortgage servicing practices of prudent
mortgage
lending institutions that service for their own account mortgage
loans of the
same type as the Mortgage Loans in the jurisdictions in which the
related
Mortgaged Properties are located.
Accountant's Attestation: As defined in Section 3.18(b) hereof.
Accrual Period: With respect to each Class of LIBOR Certificates,
their
Corresponding REMIC Regular Interests and the Lower Tier REMIC
Interests and any
Distribution Date, the period commencing on the immediately
preceding
Distribution Date (or, in the case of the first Distribution Date,
the Closing
Date) and ending on the day immediately preceding such Distribution
Date and
with respect to the SWAP REMIC Regular Interests and any
Distribution Date, the
calendar month immediately preceding the month in which such
Distribution Date
occurs. All calculations of interest on each Class of LIBOR
Certificates, their
Corresponding REMIC Regular Interests and the Lower Tier REMIC
Interests will be
made on the basis of the actual number of days elapsed in the
related Accrual
Period and a 360 day year and all calculations of interest on the
SWAP REMIC
Regular Interests will be made on the basis of a 360-day year
consisting of
twelve 30-day months.
Additional Form 10-D Disclosure: As defined in Section 3.20
hereof.
Adjustable Rate Mortgage Loan: A Mortgage Loan identified in the
Mortgage
Loan Schedule as having a Mortgage Rate that is adjustable.
Adjustment Date: As to each Adjustable Rate Mortgage Loan, each
date on
which the related Mortgage Rate is subject to adjustment, as
provided in the
related Mortgage Note.
Advance: The aggregate of the advances required to be made by the
Servicer
with respect to any Distribution Date pursuant to Section 4.01, the
amount of
any such advances being equal to the sum of the aggregate amount of
all payments
of principal and interest (or, with respect to the interest-only
Mortgage Loans,
payments of scheduled interest) (net of the Servicing Fee) on the
related
Mortgage Loans that were due during the applicable Due Period and
not received
as of the close of business on the related Determination Date,
except as
provided in Section 4.01 hereof, less the aggregate amount of any
such
Delinquent payments that the Servicer has determined would
constitute a
Non-Recoverable Advance were an advance to be made with respect
thereto;
provided, however, that with respect to (i) any Mortgage Loan that
is 150 days
delinquent or more (whether or not the Mortgage Loan has been
converted to an
REO Property), (ii) shortfalls in principal and interest due to
bankruptcy
proceedings or the application of the Relief Act or similar laws
and (iii) the
principal portion of any amount paid on a Balloon Loan, there will
be no
obligation to make advances and, provided further, however, that
with respect to
any Mortgage Loan that has been converted to an REO Property which
is less than
150 days delinquent, the obligation to make Advances shall only be
to payments
of interest (subject to the
-13-
<PAGE>
exceptions described above and net of the related Servicing Fees),
to be
calculated after taking into account rental income.
Advance Facility: A financing or other facility as described in
Section
10.07.
Advancing Person: A Person to whom the Servicer's rights under
this
Agreement to be reimbursed for any Advances or Servicing Advances
have been
assigned pursuant to Section 10.07.
Affiliate: With respect to any specified Person, any other
Person
controlling, controlled by or under common control with such
Person. For the
purposes of this definition, "control" means the power to direct
the management
and policies of a Person, directly or indirectly, whether through
ownership of
voting securities, by contract or otherwise; and the terms
"controlling" and
"controlled" have meanings correlative to the foregoing.
Aggregate Certificate Principal Balance: For any date of
determination, the
sum of the Class A-1 Certificate Principal Balance, the Class A-2A
Certificate
Principal Balance, the Class A-2B Certificate Principal Balance,
the Class A-2C
Certificate Principal Balance, the Class A-2D Certificate Principal
Balance, the
Class R Certificate Principal Balance, the Class M-1 Certificate
Principal
Balance, the Class M-2 Certificate Principal Balance, the Class M-3
Certificate
Principal Balance, the Class M-4 Certificate Principal Balance, the
Class M-5
Certificate Principal Balance, the Class M-6 Certificate Principal
Balance, the
Class B-1 Certificate Principal Balance, the Class B-2 Certificate
Principal
Balance, the Class B-3 Certificate Principal Balance and the Class
B-4
Certificate Principal Balance, in each case as of such date of
determination.
Agreement: This Pooling and Servicing Agreement and any and all
amendments
or supplements hereto made in accordance with the terms herein.
Applied Realized Loss Amount: With respect to any Distribution
Date, the
amount, if any, by which the sum of (i) the Aggregate Certificate
Principal
Balance and (ii) the Class C Certificate Principal Balance after
distributions
of principal on such Distribution Date exceeds the aggregate Stated
Principal
Balance of the Mortgage Loans as of such Distribution Date.
Appraised Value: With respect to a Mortgage Loan the proceeds of
which were
used to purchase the related Mortgaged Property, the "Appraised
Value" of a
Mortgaged Property is the lesser of (1) the appraised value based
on an
appraisal made for the Sponsor by an independent fee appraiser at
the time of
the origination of the related Mortgage Loan, and (2) the sales
price of such
Mortgaged Property at such time of origination. With respect to a
Mortgage Loan
the proceeds of which were used to refinance an existing mortgage
loan, the
"Appraised Value" is the appraised value of the Mortgaged Property
based upon
the appraisal obtained at the time of refinancing.
Assessment of Compliance: As defined in Section 3.18(a) hereof.
Assignment of Mortgage: An assignment of the Mortgage, notice of
transfer
or equivalent instrument, in recordable form, sufficient under the
laws of the
jurisdiction where the related Mortgaged Property is located to
reflect of
record the sale and assignment of the Mortgage Loan to the Trustee,
which
assignment, notice of transfer or equivalent instrument may, if
permitted by
law, be in the form of one or more blanket assignments covering
Mortgages
secured by Mortgaged Properties located in the same county.
-14-
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Auction: The one-time auction conducted by the Trustee, as
described in
Section 9.01(b) hereof.
Auction Date: The date on which the Auction occurs.
Authenticating Agent: As defined in Section 5.10.
Available Funds Cap: Any of the Class A-1 Available Funds Cap, the
Class
A-2 Available Funds Cap or the Weighted Average Available Funds
Cap.
Balloon Loan: A Mortgage Loan having an original term to stated
maturity of
approximately 15 or 30 years which provides for level monthly
payments of
principal and interest based on a 30-, 40- or 50-year amortization
schedule,
with a balloon payment of the remaining outstanding principal
balance due on
such Mortgage Loan at its stated maturity.
Book-Entry Certificates: Any of the Certificates that shall be
registered
in the name of the Depository or its nominee, the ownership of
which is
reflected on the books of the Depository or on the books of a
Person maintaining
an account with the Depository (directly, as a "Depository
Participant", or
indirectly, as an indirect participant in accordance with the rules
of the
Depository and as described in Section 5.06). As of the Closing
Date, each of
the Class A (other than the Class R Certificate), Class M and Class
B
Certificates constitutes a Class of Book-Entry Certificates.
Business Day: Any day other than (1) a Saturday or a Sunday, or (2)
a day
on which banking institutions in the State of California, State of
Illinois,
State of Pennsylvania or in the City of New York, New York are
authorized or
obligated by law or executive order to be closed.
Cap
Contract: The confirmation and agreement, including the
schedule
thereto and the related credit support annex (attached as Exhibit
Q-3 hereto),
between the Cap Contract Counterparty and the Supplemental Interest
Trust
Trustee for the benefit of the Certificateholders (attached as
Exhibit Q-1
hereto) or any other cap or swap agreement (including any related
schedules)
held by the Supplemental Interest Trust pursuant to Section 4.04(l)
hereof.
Cap
Contract Account: The separate Eligible Account created and
maintained
by the Supplemental Interest Trust Trustee pursuant to Section
4.04(l) in the
name of the Supplemental Interest Trust Trustee for the benefit of
the Trust
Fund and designated "LaSalle Bank National Association, as trustee,
in trust for
registered holders of First Franklin Mortgage Loan Trust, Mortgage
Loan
Asset-Backed Certificates, Series 2007-FF2." Funds in the Cap
Contract Account
shall be held in trust for the Issuing Entity for the uses and
purposes set
forth in this Agreement.
Cap
Contract Counterparty: The Bank of New York, and any successor
thereto.
Cap
Contract Notional Balance: With respect to any Distribution Date,
the
cap contract notional balance for such Distribution Date set forth
in Schedule I
of the Cap Contract.
Cap
Payments: For each Distribution Date, the cap payment that the
Cap
Counterparty is obligated to pay to the Supplemental Interest Trust
if LIBOR (as
defined in the Cap Contract) is greater than 5.323%. The Cap
Payment is based on
the lesser of (a) the Cap Contract Notional Balance for the
Distribution Date
and (b) the excess if any, of (A) the beginning aggregate
Certificate Principal
Balance over (B) the Swap Agreement Notional Balance for such
Distribution Date,
if LIBOR exceeds 5.323%.
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<PAGE>
Cap
Posted Collateral Account: The segregated Eligible Account created
and
maintained by the Trustee pursuant to Section 4.04(l) in the name
of the Trustee
for the benefit of the Issuing Entity and designated "LaSalle Bank
National
Association, as trustee, in trust for registered holders of First
Franklin
Mortgage Loan Trust, Mortgage Loan Asset-Backed Certificates,
Series 2007-FF2."
Funds in the Cap Posted Collateral Account shall be held in trust
for the
Issuing Entity for the uses and purposes set forth in the Cap
Contract.
Certificate: Any one of the certificates of any Class executed by
the
Trustee and authenticated by the Authenticating Agent in
substantially the forms
attached hereto as Exhibit A.
Certificate Account: The separate Eligible Account created and
maintained
by the Trustee pursuant to Section 3.05(e) in the name of the
Trustee for the
benefit of the Certificateholders and designated "LaSalle Bank
National
Association, as trustee, in trust for registered holders of First
Franklin
Mortgage Loan Trust, Mortgage Loan Asset-Backed Certificates,
Series 2007-FF2."
Funds in the Certificate Account shall be held in trust for the
Certificateholders for the uses and purposes set forth in this
Agreement.
Certificate Group: Either of Certificate Group One or Certificate
Group
Two.
Certificate Group One: The Class A-1 and Class R Certificates. For
purposes
of Section 2.07 hereof, Certificate Group One shall be related to
Group One.
Certificate Group Two: The Class A-2 Certificates. For purposes of
Section
2.07 hereof, Certificate Group Two shall be related to Group
Two.
Certificate Owner: With respect to a Book-Entry Certificate, the
Person
that is the beneficial owner of such Book-Entry Certificate.
Certificate Principal Balance: As to any Certificate and as of
any
Distribution Date, the Initial Certificate Principal Balance of
such Certificate
less the sum of (1) all amounts distributed with respect to such
Certificate in
reduction of the Certificate Principal Balance thereof on previous
Distribution
Dates pursuant to Section 4.04, and (2) any Applied Realized Loss
Amounts
allocated to such Certificate on previous Distribution Dates
pursuant to Section
4.04(i). On each Distribution Date, after all distributions of
principal on such
Distribution Date, a portion of the Class C Interest Carry Forward
Amount in an
amount equal to the excess of the Overcollateralization Amount on
such
Distribution Date over the Overcollateralization Amount as of the
preceding
Distribution Date (or, in the case of the first Distribution Date,
the initial
Overcollateralization Amount (based on the Stated Principal Balance
of the
Mortgage Loans as of the Cut-off Date)) will be added to the
aggregate
Certificate Principal Balance of the Class C Certificates (on a pro
rata basis).
Notwithstanding the immediately preceding sentence, however, to the
extent any
excess referred to in the immediately preceding sentence is
attributable to
distributions of proceeds of the Swap Agreement or Cap Contract,
such sentence
shall be applied by substituting "Class C Unpaid Realized Loss
Amount" for
"Class C Interest Carry Forward Amount". Notwithstanding the
foregoing on any
Distribution Date relating to a Due Period in which a Subsequent
Recovery has
been received by the Servicer, the Certificate Principal Balance of
any Class of
Certificates then outstanding for which any Applied Realized Loss
Amount has
been allocated will be increased, in order of seniority, by an
amount equal to
the lesser of (i) the Unpaid Realized Loss Amount for such Class of
Certificates
and (ii) the total of any Subsequent Recovery distributed on such
date to the
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Certificateholders (reduced by the amount of the increase in the
Certificate
Principal Balance of any more senior Class of Certificates pursuant
to this
sentence on such Distribution Date).
Certificate Register: The register maintained pursuant to Section
5.02(a)
hereof.
Certificateholder or Holder: The Person in whose name a Certificate
is
registered in the Certificate Register (initially, Cede & Co.,
as nominee for
the Depository) in the case of any Class of Regular Certificates or
the Class R
Certificate, except that solely for the purpose of giving any
consent pursuant
to this Agreement, any Certificate registered in the name of the
Depositor or
any Affiliate of the Depositor shall be deemed not to be
Outstanding and the
Percentage Interest evidenced thereby shall not be taken into
account in
determining whether the requisite amount of Percentage Interests
necessary to
effect such consent has been obtained; provided, however, that if
any such
Person (including the Depositor) owns 100% of the Percentage
Interests evidenced
by a Class of Certificates, such Certificates shall be deemed to be
Outstanding
for purposes of any provision hereof that requires the consent of
the Holders of
Certificates of a particular Class as a condition to the taking of
any action
hereunder. The Trustee is entitled to rely conclusively on a
certification of
the Depositor or any Affiliate of the Depositor in determining
which
Certificates are registered in the name of an Affiliate of the
Depositor.
Class: All Certificates bearing the same Class designation as set
forth in
Section 5.01 hereof.
Class A Certificate Principal Balance: As of any date of
determination, the
sum of the Class A-1 Certificate Principal Balance, the Class A-2A
Certificate
Principal Balance, the Class A-2B Certificate Principal Balance,
the Class A-2C
Certificate Principal Balance, Class A-2D Certificate Principal
Balance and the
Class R Certificate Principal Balance.
Class A Certificates: Any of the Class A-1 Certificates, the Class
A-2
Certificates and the Class R Certificates.
Class A Principal Distribution Amount: With respect to any
Distribution
Date (1) prior to the related Stepdown Date or any Distribution
Date on which a
Stepdown Trigger Event exists, 100% of the Principal Distribution
Amount for
such Distribution Date and (2) on or after the Stepdown Date where
a Stepdown
Trigger Event does not exist, the excess of (A) the Class A
Certificate
Principal Balance immediately prior to such Distribution Date over
(B) the
lesser of (i) 66.70% of the aggregate Stated Principal Balance of
the Mortgage
Loans as of such Distribution Date and (ii) the excess of the
aggregate Stated
Principal Balance of the Mortgage Loans as of such Distribution
Date over the
Minimum Required Overcollateralization Amount; provided, however,
that in no
event will the Class A Principal Distribution Amount with respect
to any
Distribution Date exceed the aggregate Certificate Principal
Balance of the
Class A Certificates.
Class A-1 Available Funds Cap: With respect to a Distribution Date,
the per
annum rate equal to the product of (i) 12, (ii) the quotient of (x)
the total
scheduled interest on the Mortgage Loans in Group One based on the
Net Mortgage
Rates in effect on the related Due Date, less the pro rata portion
(calculated
based on the ratio of the Stated Principal Balance of the Group One
Mortgage
Loans to the Stated Principal Balance of the total pool of Mortgage
Loans)
allocable to the Group One Mortgage Loans of any Net Swap Payments
or Swap
Termination Payments (other than Defaulted Swap Termination
Payments) owed to
the Swap Counterparty for such Distribution Date and (y) the
aggregate Stated
Principal Balance of the Mortgage Loans in Group One as of the
first day of the
related Accrual Period (or, in the case of the first Distribution
Date, as of
the Cut-off Date) and (iii) a fraction, the
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numerator of which is 30, and the denominator of which is the
actual number of
days in the related Accrual Period. The Class A-1 Available Funds
Cap shall
relate to the Class A-1 Certificates.
Class A-1 Certificate Principal Balance: As of any date of
determination,
the aggregate Certificate Principal Balance of the Class A-1
Certificates.
Class A-1 Certificates: Any Certificate designated as a "Class
A-1
Certificate" on the face thereof, executed by the Trustee and
authenticated by
the Authenticating Agent in substantially the form set forth as
Exhibit A
hereto, representing the right to distributions as set forth
herein.
Class A-1 Corridor Contract: The confirmation and agreement,
including the
schedule thereto and the related credit support annex (attached as
Exhibit M-4
hereto), between the Trustee on behalf of the Issuing Entity and
the Cap
Contract Counterparty (attached as Exhibit M-1 hereto), with
respect to the
Class A-1 Certificates.
Class A-1 Corridor Contract Notional Balance: With respect to
any
Distribution Date, the Class A-1 Corridor Contract Notional Balance
set forth
for such Distribution Date in the Class A-1 LIBOR Table (attached
as Schedule I
to Exhibit M-1 hereto).
Class A-1 Corridor Contract Termination Date: The Distribution Date
in
August 2007.
Class A-1 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class A-1
Pass-Through Rate on
the Class A-1 Certificate Principal Balance as of such Distribution
Date plus
the portion of any previous distributions on such Class in respect
of Class A-1
Current Interest or a Class A-1 Interest Carry Forward Amount that
is recovered
as a voidable preference by a trustee in bankruptcy, less any
Non-Supported
Interest Shortfall allocated on such Distribution Date to the Class
A-1
Certificates.
Class A-1 Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class A-1 Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
A-1 Certificates with respect to Current Interest or Interest Carry
Forward
Amounts on such prior Distribution Dates and (2) interest on such
excess (to the
extent permitted by applicable law) at the Class A-1 Pass-Through
Rate for the
related Accrual Period.
Class A-1 Margin: As of any Distribution Date up to and including
the
Initial Optional Termination Date, 0.1400% per annum and, as of any
Distribution
Date after the Initial Optional Termination Date, 0.2800% per
annum.
Class A-1 Maximum Rate Cap: With respect to a Distribution Date,
the per
annum rate equal to the product of (i) 12, (ii) the quotient of (x)
the total
scheduled interest that would have been due on the Group One
Mortgage Loans had
the Adjustable Rate Mortgage Loans provided for interest at their
maximum
lifetime Net Mortgage Rates and the Fixed Rate Mortgage Loans
provided for
interest at their Net Mortgage Rates less the pro rata portion
(calculated based
on the ratio of the Stated Principal Balance of the Group One
Mortgage Loans to
the Stated Principal Balance of the total pool of Mortgage Loans)
allocable to
the Group One Mortgage Loans of any Net Swap Payments or Swap
Termination
Payments owed to the Swap Counterparty for such Distribution Date
(other than
Defaulted Swap Termination Payments), and (y) the aggregate Stated
Principal
Balance of the Group One Mortgage Loans as of the first day of the
related
Accrual Period (or, in the case of the first Distribution Date, as
of
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the Cut-off Date) and (iii) a fraction, the numerator of which is
30 and the
denominator of which is the actual number of days in the related
Accrual Period.
The Class A-1 Maximum Rate Cap shall relate to the Class A-1
Certificates.
Class A-1 Pass-Through Rate: For the first Distribution Date,
5.460% per
annum. As of any Distribution Date thereafter, the least of (1)
One-Month LIBOR
plus the Class A-1 Margin, (2) the Class A-1 Available Funds Cap
for such
Distribution Date and (3) the Class A-1 Maximum Rate Cap for such
Distribution
Date.
Class A-1 Upper Collar: With respect to each Distribution Date with
respect
to which payments are received on the Class A-1 Corridor Contract,
a rate equal
to the lesser of One-Month LIBOR and 10.880% per annum.
Class A-2 Available Funds Cap: With respect to a Distribution Date,
the per
annum rate equal to the product of (i) 12, (ii) the quotient of (x)
the total
scheduled interest on the Group Two Mortgage Loans based on the Net
Mortgage
Rates in effect on the related Due Date, less the pro rata portion
(calculated
based on the ratio of the Stated Principal Balance of the Group Two
Mortgage
Loans to the Stated Principal Balance of the total pool of Mortgage
Loans)
allocable to the Group Two Mortgage Loans of any Net Swap Payments
or Swap
Termination Payments (other than Defaulted Swap Termination
Payments) owed to
the Swap Counterparty for such Distribution Date, and (y) the
aggregate Stated
Principal Balance of the Group Two Mortgage Loans as of the first
day of the
related Accrual Period (or, in the case of the first Distribution
Date, as of
the Cut-off Date) and (iii) a fraction, the numerator of which is
30 and the
denominator of which is the actual number of days in the related
Accrual Period.
The Class A-2 Available Funds Cap shall relate to the Class A-2
Certificates.
Class A-2 Certificates: Any of the Class A-2A, Class A-2B, Class
A-2C and
Class A-2D Certificates.
Class A-2 Corridor Contract: The confirmation and agreement,
including the
schedule thereto and the related credit support annex (attached as
Exhibit M-4
hereto), between the Trustee on behalf of the Issuing Entity and
the Cap
Contract Counterparty (attached as Exhibit M-2 hereto), with
respect to the
Class A-2 Certificates.
Class A-2 Corridor Contract Notional Balance: With respect to
any
Distribution Date, the Class A-2 Corridor Contract Notional Balance
set forth
for such Distribution Date in the Class A-2 LIBOR Cap Table
(attached as
Schedule I to Exhibit M-2 hereto).
Class A-2 Corridor Contract Termination Date: The Distribution Date
in
August 2007.
Class A-2 Maximum Rate Cap: With respect to a Distribution Date,
the per
annum rate equal to the product of (i) 12, (ii) the quotient of (x)
the total
scheduled interest that would have been due on the Group Two
Mortgage Loans had
the Adjustable Rate Mortgage Loans provided for interest at their
maximum
lifetime Net Mortgage Rates and the Fixed Rate Mortgage Loans
provided for
interest at their Net Mortgage Rates less the pro rata portion
(calculated based
on the ratio of the Stated Principal Balance of the Group Two
Mortgage Loans to
the Stated Principal Balance of the total pool of Mortgage Loans)
allocable to
the Group Two Mortgage Loans of any Net Swap Payments or Swap
Termination
Payments owed to the Swap Counterparty for such Distribution Date
(other than
Defaulted Swap Termination Payments), and (y) the aggregate Stated
Principal
Balance of the Group Two Mortgage
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<PAGE>
Loans as of the first day of the related Accrual Period (or, in the
case of the
first Distribution Date, as of the Cut-off Date) and (iii) a
fraction, the
numerator of which is 30 and the denominator of which is the actual
number of
days in the related Accrual Period. The Class A-2 Maximum Rate Cap
shall relate
to the Class A-2 Certificates.
Class A-2 Upper Collar: With respect to each Distribution Date with
respect
to which payments are received on the Class A-2 Corridor Contract,
a rate equal
to the lesser of One-Month LIBOR and 10.360% per annum.
Class A-2A Certificate: Any Certificate designated as a "Class
A-2A
Certificate" on the face thereof, executed by the Trustee and
authenticated by
the Authenticating Agent in substantially the form set forth as
Exhibit A
hereto, representing the right to distributions as set forth
herein.
Class A-2A Certificate Principal Balance: As of any date of
determination,
the aggregate Certificate Principal Balance of the Class A-2A
Certificates.
Class A-2A Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class A-2A
Pass-Through Rate on
the Class A-2A Certificate Principal Balance as of such
Distribution Date plus
the portion of any previous distributions on such Class in respect
of Class A-2A
Current Interest or a Class A-2A Interest Carry Forward Amount that
is recovered
as a voidable preference by a trustee in bankruptcy, less any
Non-Supported
Interest Shortfall allocated on such Distribution Date to the Class
A-2A
Certificates. For purposes of calculating interest, principal
distributions on a
Distribution Date will be deemed to have been made on the first day
of the
Accrual Period in which such Distribution Date occurs.
Class A-2A Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class A-2A Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
A-2A Certificates with respect to Current Interest or Interest
Carry Forward
Amounts on such prior Distribution Dates and (2) interest on such
excess (to the
extent permitted by applicable law) at the Class A-2A Pass-Through
Rate for the
related Accrual Period.
Class A-2A Margin: As of any Distribution Date up to and including
the
Initial Optional Termination Date, 0.0500% per annum and, as of any
Distribution
Date after the Initial Optional Termination Date, 0.1000% per
annum.
Class A-2A Pass-Through Rate: For the first Distribution Date,
5.370% per
annum. As of any Distribution Date thereafter, the least of (1)
One-Month LIBOR
plus the Class A-2A Margin, (2) the Class A-2 Available Funds Cap
for such
Distribution Date and (3) the Class A-2 Maximum Rate Cap for such
Distribution
Date.
Class A-2B Certificate: Any Certificate designated as a "Class
A-2B
Certificate" on the face thereof, executed by the Trustee and
authenticated by
the Authenticating Agent in substantially the form set forth as
Exhibit A
hereto, representing the right to distributions as set forth
herein.
Class A-2B Certificate Principal Balance: As of any date of
determination,
the aggregate Certificate Principal Balance of the Class A-2B
Certificates.
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Class A-2B Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class A-2B
Pass-Through Rate on
the Class A-2B Certificate Principal Balance as of such
Distribution Date plus
the portion of any previous distributions on such Class in respect
of Class A-2B
Current Interest or a Class A-2B Interest Carry Forward Amount that
is recovered
as a voidable preference by a trustee in bankruptcy, less any
Non-Supported
Interest Shortfall allocated on such Distribution Date to the Class
A-2B
Certificates. For purposes of calculating interest, principal
distributions on a
Distribution Date will be deemed to have been made on the first day
of the
Accrual Period in which such Distribution Date occurs.
Class A-2B Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class A-2B Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
A-2B Certificates with respect to Current Interest or Interest
Carry Forward
Amounts on such prior Distribution Dates and (2) interest on such
excess (to the
extent permitted by applicable law) at the Class A-2B Pass-Through
Rate for the
related Accrual Period.
Class A-2B Margin: As of any Distribution Date up to and including
the
Initial Optional Termination Date, 0.1000% per annum and, as of any
Distribution
Date after the Initial Optional Termination Date, 0.2000% per
annum.
Class A-2B Pass-Through Rate: For the first Distribution Date,
5.420% per
annum. As of any Distribution Date thereafter, the least of (1)
One-Month LIBOR
plus the Class A-2B Margin, (2) the Class A-2 Available Funds Cap
for such
Distribution Date and (3) the Class A-2 Maximum Rate Cap for such
Distribution
Date.
Class A-2C Certificate: Any Certificate designated as a "Class
A-2C
Certificate" on the face thereof, executed by the Trustee and
authenticated by
the Authenticating Agent in substantially the form set forth as
Exhibit A
hereto, representing the right to distributions as set forth
herein.
Class A-2C Certificate Principal Balance: As of any date of
determination,
the aggregate Certificate Principal Balance of the Class A-2C
Certificates.
Class A-2C Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class A-2C
Pass-Through Rate on
the Class A-2C Certificate Principal Balance as of such
Distribution Date plus
the portion of any previous distributions on such Class in respect
of Class A-2C
Current Interest or a Class A-2C Interest Carry Forward Amount that
is recovered
as a voidable preference by a trustee in bankruptcy, less any
Non-Supported
Interest Shortfall allocated on such Distribution Date to the Class
A-2C
Certificates. For purposes of calculating interest, principal
distributions on a
Distribution Date will be deemed to have been made on the first day
of the
Accrual Period in which such Distribution Date occurs.
Class A-2C Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class A-2C Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
A-2C Certificates with respect to Current Interest or Interest
Carry Forward
Amounts on such prior Distribution Dates and (2) interest on such
excess (to the
extent permitted by applicable law) at the Class A-2C Pass-Through
Rate for the
related Accrual Period.
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Class A-2C Margin: As of any Distribution Date up to and including
the
Initial Optional Termination Date, 0.1500% per annum and, as of any
Distribution
Date after the Initial Optional Termination Date, 0.3000% per
annum.
Class A-2C Pass-Through Rate: For the first Distribution Date,
5.470% per
annum. As of any Distribution Date thereafter, the least of (1)
One-Month LIBOR
plus the Class A-2C Margin, (2) the Class A-2 Available Funds Cap
for such
Distribution Date and (3) the Class A-2 Maximum Rate Cap for such
Distribution
Date.
Class A-2D Certificate: Any Certificate designated as a "Class
A-2D
Certificate" on the face thereof, executed by the Trustee and
authenticated by
the Authenticating Agent in substantially the form set forth as
Exhibit A
hereto, representing the right to distributions as set forth
herein.
Class A-2D Certificate Principal Balance: As of any date of
determination,
the aggregate Certificate Principal Balance of the Class A-2D
Certificates.
Class A-2D Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class A-2D
Pass-Through Rate on
the Class A-2D Certificate Principal Balance as of such
Distribution Date plus
the portion of any previous distributions on such Class in respect
of Class A-2D
Current Interest or a Class A-2D Interest Carry Forward Amount that
is recovered
as a voidable preference by a trustee in bankruptcy, less any
Non-Supported
Interest Shortfall allocated on such Distribution Date to the Class
A-2D
Certificates. For purposes of calculating interest, principal
distributions on a
Distribution Date will be deemed to have been made on the first day
of the
Accrual Period in which such Distribution Date occurs.
Class A-2D Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class A-2D Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
A-2D Certificates with respect to Current Interest or Interest
Carry Forward
Amounts on such prior Distribution Dates and (2) interest on such
excess (to the
extent permitted by applicable law) at the Class A-2D Pass-Through
Rate for the
related Accrual Period.
Class A-2D Margin: As of any Distribution Date up to and including
the
Initial Optional Termination Date, 0.2200% per annum and, as of any
Distribution
Date after the Initial Optional Termination Date, 0.4400% per
annum.
Class A-2D Pass-Through Rate: For the first Distribution Date,
5.540% per
annum. As of any Distribution Date thereafter, the least of (1)
One-Month LIBOR
plus the Class A-2D Margin, (2) the Class A-2 Available Funds Cap
for such
Distribution Date and (3) the Class A-2 Maximum Rate Cap for such
Distribution
Date.
Class B Certificates: Any of the Class B-1, Class B-2, Class B-3
and Class
B-4 Certificates.
Class B-1 Applied Realized Loss Amount: As of any Distribution
Date, the
sum of all Applied Realized Loss Amounts with respect to the
Mortgage Loans
which have been applied to the reduction of the Certificate
Principal Balance of
the Class B-1 Certificates.
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Class B-1 Certificate: Any Certificate designated as a "Class
B-1
Certificate" on the face thereof, executed by the Trustee and
authenticated by
the Authenticating Agent in substantially the form set forth as
Exhibit A
hereto, representing the right to distributions as set forth
herein.
Class B-1 Certificate Principal Balance: As of any date of
determination,
the aggregate Certificate Principal Balance of the Class B-1
Certificates.
Class B-1 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class B-1
Pass-Through Rate on
the Class B-1 Certificate Principal Balance as of such Distribution
Date plus
the portion of any previous distributions on such Class in respect
of Class B-1
Current Interest or a Class B-1 Interest Carry Forward Amount that
is recovered
as a voidable preference by a trustee in bankruptcy, less any
Non-Supported
Interest Shortfall allocated on such Distribution Date to the Class
B-1
Certificates.
Class B-1 Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class B-1 Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
B-1 Certificates with respect to Current Interest or Interest Carry
Forward
Amounts on such prior Distribution Dates and (2) interest on such
excess (to the
extent permitted by applicable law) at the Class B-1 Pass-Through
Rate for the
related Accrual Period.
Class B-1 Margin: As of any Distribution Date up to and including
the
Initial Optional Termination Date, 1.6500% per annum and, as of any
Distribution
Date after the Initial Optional Termination Date, 2.4750% per
annum.
Class B-1 Pass-Through Rate: For the first Distribution Date,
6.970% per
annum. As of any Distribution Date thereafter, the least of (1)
One-Month LIBOR
plus the Class B-1 Margin, (2) the Weighted Average Available Funds
Cap for such
Distribution Date and (3) the Weighted Average Maximum Rate Cap for
such
Distribution Date.
Class B-1 Principal Distribution Amount: With respect to any
Distribution
Date on or after the Stepdown Date, 100% of the Principal
Distribution Amount
for such Distribution Date if the Class A Certificate Principal
Balance and the
Class M Certificate Principal Balance, have been reduced to zero
and a Stepdown
Trigger Event exists, or as long as a Stepdown Trigger Event does
not exist, the
excess of (1) the sum of (A) the Class A Certificate Principal
Balance (after
taking into account distributions of the Class A Principal
Distribution Amount
on such Distribution Date), (B) the Class M-1 Certificate Principal
Balance,
Class M-2 Certificate Principal Balance, and Class M-3 Certificate
Principal
Balance (after taking into account distributions of the Class
M-1/M-2/M-3
Principal Distribution Amount on such Distribution Date), (C) the
Class M-4
Certificate Principal Balance (after taking into account
distributions of the
Class M-4 Principal Distribution Amount on such Distribution Date),
(D) the
Class M-5 Certificate Principal Balance (after taking into account
distributions
of the Class M-5 Principal Distribution Amount on such Distribution
Date), (E)
the Class M-6 Certificate Principal Balance (after taking into
account
distributions of the Class M-6 Principal Distribution Amount on
such
Distribution Date) and (F) the Class B-1 Certificate Principal
Balance
immediately prior to such Distribution Date over (2) the lesser of
(A) 92.20% of
the Stated Principal Balance of the Mortgage Loans as of such
Distribution Date
and (B) the excess of the Stated Principal Balance of the Mortgage
Loans as of
such Distribution Date over the Minimum Required
Overcollateralization Amount.
Notwithstanding the foregoing, (I) on any Distribution Date prior
to the
Stepdown Date on which the Certificate Principal Balance of each
Class of Class
A Certificates and Class M Certificates has been reduced to zero,
the Class B-1
Principal
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<PAGE>
Distribution Amount will equal the lesser of (x) the outstanding
Certificate
Principal Balance of the Class B-1 Certificates and (y) 100% of the
Principal
Distribution Amount remaining after any distributions on such Class
A and Class
M Certificates and (II) in no event will the Class B-1 Principal
Distribution
Amount with respect to any Distribution Date exceed the Class B-1
Certificate
Principal Balance.
Class B-1 Unpaid Realized Loss Amount: As of any Distribution Date,
the
excess of (1) the Class B-1 Applied Realized Loss Amount over (2)
the sum of (x)
all distributions in reduction of the Class B-1 Unpaid Realized
Loss Amounts on
all previous Distribution Dates and (y) all increases in the
Certificate
Principal Balance of the Class B-1 Certificates pursuant to the
last sentence of
the definition of "Certificate Principal Balance."
Class B-2 Applied Realized Loss Amount: As of any Distribution
Date, the
sum of all Applied Realized Loss Amounts with respect to the
Mortgage Loans
which have been applied to the reduction of the Certificate
Principal Balance of
the Class B-2 Certificates.
Class B-2 Certificate: Any Certificate designated as a "Class
B-2
Certificate" on the face thereof, executed by the Trustee and
authenticated by
the Authenticating Agent in substantially the form set forth as
Exhibit A
hereto, representing the right to distributions as set forth
herein.
Class B-2 Certificate Principal Balance: As of any date of
determination,
the aggregate Certificate Principal Balance of the Class B-2
Certificates.
Class B-2 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class B-2
Pass-Through Rate on
the Class B-2 Certificate Principal Balance as of such Distribution
Date plus
the portion of any previous distributions on such Class in respect
of Class B-2
Current Interest or a Class B-2 Interest Carry Forward Amount that
is recovered
as a voidable preference by a trustee in bankruptcy, less any
Non-Supported
Interest Shortfall allocated on such Distribution Date to the Class
B-2
Certificates.
Class B-2 Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class B-2 Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
B-2 Certificates with respect to Current Interest or Interest Carry
Forward
Amounts on such prior Distribution Dates and (2) interest on such
excess (to the
extent permitted by applicable law) at the Class B-2 Pass-Through
Rate for the
related Accrual Period.
Class B-2 Margin: As of any Distribution Date up to and including
the
Initial Optional Termination Date, 1.7500% per annum and, as of any
Distribution
Date after the Initial Optional Termination Date, 2.6250% per
annum.
Class B-2 Pass-Through Rate: For the first Distribution Date,
7.070% per
annum. As of any Distribution Date thereafter, the least of (1)
One-Month LIBOR
plus the Class B-2 Margin, (2) the Weighted Average Available Funds
Cap for such
Distribution Date and (3) the Weighted Average Maximum Rate Cap for
such
Distribution Date.
Class B-2 Principal Distribution Amount: With respect to any
Distribution
Date on or after the Stepdown Date, 100% of the Principal
Distribution Amount
for such Distribution Date if the Class A Certificate Principal
Balance, the
Class M Certificate Principal Balance and the Class B-1 Certificate
Principal
Balance have been reduced to zero and a Stepdown Trigger Event
exists, or as
long as a
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<PAGE>
Stepdown Trigger Event does not exist, the excess of (1) the sum of
(A) the
Class A Certificate Principal Balance (after taking into account
distributions
of the Class A Principal Distribution Amount on such Distribution
Date), (B) the
Class M-1 Certificate Principal Balance, Class M-2 Certificate
Principal
Balance, and Class M-3 Certificate Principal Balance (after taking
into account
distributions of the Class M-1/M-2/M-3 Principal Distribution
Amount on such
Distribution Date), (C) the Class M-4 Certificate Principal Balance
(after
taking into account distributions of the Class M-4 Principal
Distribution Amount
on such Distribution Date), (D) the Class M-5 Certificate Principal
Balance
(after taking into account distributions of the Class M-5 Principal
Distribution
Amount on such Distribution Date), (E) the Class M-6 Certificate
Principal
Balance (after taking into account distributions of the Class M-6
Principal
Distribution Amount on such Distribution Date), (F) the Class B-1
Certificate
Principal Balance (after taking into account distributions of the
Class B-1
Principal Distribution Amount on such Distribution Date) and (G)
the Class B-2
Certificate Principal Balance immediately prior to such
Distribution Date over
(2) the lesser of (A) 93.70% of the Stated Principal Balance of the
Mortgage
Loans as of such Distribution Date and (B) the excess of the Stated
Principal
Balance of the Mortgage Loans as of such Distribution Date over the
Minimum
Required Overcollateralization Amount. Notwithstanding the
foregoing, (I) on any
Distribution Date prior to the Stepdown Date on which the
Certificate Principal
Balance of each Class of Class A, Class M and Class B-1
Certificates has been
reduced to zero, the Class B-2 Principal Distribution Amount will
equal the
lesser of (x) the outstanding Certificate Principal Balance of the
Class B-2
Certificates and (y) 100% of the Principal Distribution Amount
remaining after
any distributions on such Class A, Class M and Class B-1
Certificates and (II)
in no event will the Class B-2 Principal Distribution Amount with
respect to any
Distribution Date exceed the Class B-2 Certificate Principal
Balance.
Class B-2 Unpaid Realized Loss Amount: As of any Distribution Date,
the
excess of (1) the Class B-2 Applied Realized Loss Amount over (2)
the sum of (x)
all distributions in reduction of the Class B-2 Unpaid Realized
Loss Amounts on
all previous Distribution Dates and (y) all increases in the
Certificate
Principal Balance of the Class B-2 Certificates pursuant to the
last sentence of
the definition of "Certificate Principal Balance."
Class B-3 Applied Realized Loss Amount: As of any Distribution
Date, the
sum of all Applied Realized Loss Amounts with respect to the
Mortgage Loans
which have been applied to the reduction of the Certificate
Principal Balance of
the Class B-3 Certificates.
Class B-3 Certificate: Any Certificate designated as a "Class
B-3
Certificate" on the face thereof, executed by the Trustee and
authenticated by
the Authenticating Agent in substantially the form set forth as
Exhibit A
hereto, representing the right to distributions as set forth
herein.
Class B-3 Certificate Principal Balance: As of any date of
determination,
the aggregate Certificate Principal Balance of the Class B-3
Certificates.
Class B-3 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class B-3
Pass-Through Rate on
the Class B-3 Certificate Principal Balance as of such Distribution
Date plus
the portion of any previous distributions on such Class in respect
of Class B-3
Current Interest or a Class B-3 Interest Carry Forward Amount that
is recovered
as a voidable preference by a trustee in bankruptcy, less any
Non-Supported
Interest Shortfall allocated on such Distribution Date to the Class
B-3
Certificates.
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<PAGE>
Class B-3 Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class B-3 Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
B-3 Certificates with respect to Current Interest or Interest Carry
Forward
Amounts on such prior Distribution Dates and (2) interest on such
excess (to the
extent permitted by applicable law) at the Class B-3 Pass-Through
Rate for the
related Accrual Period.
Class B-3 Margin: As of any Distribution Date up to and including
the
Initial Optional Termination Date, 1.7500% per annum and, as of any
Distribution
Date after the Initial Optional Termination Date, 2.6250% per
annum.
Class B-3 Pass-Through Rate: For the first Distribution Date,
7.070% per
annum. As of any Distribution Date thereafter, the least of (1)
One-Month LIBOR
plus the Class B-3 Margin, (2) the Weighted Average Available Funds
Cap for such
Distribution Date and (3) the Weighted Average Maximum Rate Cap for
such
Distribution Date.
Class B-3 Principal Distribution Amount: With respect to any
Distribution
Date on or after the Stepdown Date, 100% of the Principal
Distribution Amount
for such Distribution Date if the Class A Certificate Principal
Balance, the
Class M Certificate Principal Balance, the Class B-1 Certificate
Principal
Balance and the Class B-2 Certificate Principal Balance have been
reduced to
zero and a Stepdown Trigger Event exists, or as long as a Stepdown
Trigger Event
does not exist, the excess of (1) the sum of (A) the Class A
Certificate
Principal Balance (after taking into account distributions of the
Class A
Principal Distribution Amount on such Distribution Date), (B) the
Class M-1
Certificate Principal Balance, Class M-2 Certificate Principal
Balance, and
Class M-3 Certificate Principal Balance (after taking into account
distributions
of the Class M-1/M-2/M-3 Principal Distribution Amount on such
Distribution
Date), (C) the Class M-4 Certificate Principal Balance (after
taking into
account distributions of the Class M-4 Principal Distribution
Amount on such
Distribution Date), (D) the Class M-5 Certificate Principal Balance
(after
taking into account distributions of the Class M-5 Principal
Distribution Amount
on such Distribution Date), (E) the Class M-6 Certificate Principal
Balance
(after taking into account distributions of the Class M-6 Principal
Distribution
Amount on such Distribution Date), (F) the Class B-1 Certificate
Principal
Balance (after taking into account distributions of the Class B-1
Principal
Distribution Amount on such Distribution Date), (G) the Class B-2
Certificate
Principal Balance (after taking into account distributions of the
Class B-2
Principal Distribution Amount on such Distribution Date) and (H)
the Class B-3
Certificate Principal Balance immediately prior to such
Distribution Date over
(2) the lesser of (A) 95.00% of the Stated Principal Balance of the
Mortgage
Loans as of such Distribution Date and (B) the excess of the Stated
Principal
Balance of the Mortgage Loans as of such Distribution Date over the
Minimum
Required Overcollateralization Amount. Notwithstanding the
foregoing, (I) on any
Distribution Date prior to the Stepdown Date on which the
Certificate Principal
Balance of each Class of Class A, Class M, Class B-1 and Class B-2
Certificates
has been reduced to zero, the Class B-3 Principal Distribution
Amount will equal
the lesser of (x) the outstanding Certificate Principal Balance of
the Class B-3
Certificates and (y) 100% of the Principal Distribution Amount
remaining after
any distributions on such Class A, Class M, Class B-1 and Class B-2
Certificates
and (II) in no event will the Class B-3 Principal Distribution
Amount with
respect to any Distribution Date exceed the Class B-3 Certificate
Principal
Balance.
Class B-3 Unpaid Realized Loss Amount: As of any Distribution Date,
the
excess of (1) the Class B-3 Applied Realized Loss Amount over (2)
the sum of (x)
all distributions in reduction of the Class B-3 Unpaid Realized
Loss Amounts on
all previous Distribution Dates and (y) all increases in the
-26-
<PAGE>
Certificate Principal Balance of the Class B-3 Certificates
pursuant to the last
sentence of the definition of "Certificate Principal Balance".
Class B-4 Applied Realized Loss Amount: As of any Distribution
Date, the
sum of all Applied Realized Loss Amounts with respect to the
Mortgage Loans
which have been applied to the reduction of the Certificate
Principal Balance of
the Class B-4 Certificates.
Class B-4 Certificate: Any Certificate designated as a "Class
B-4
Certificate" on the face thereof, executed by the Trustee and
authenticated by
the Authenticating Agent in substantially the form set forth as
Exhibit A
hereto, representing the right to distributions as set forth
herein.
Class B-4 Certificate Principal Balance: As of any date of
determination,
the aggregate Certificate Principal Balance of the Class B-4
Certificates.
Class B-4 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class B-4
Pass-Through Rate on
the Class B-4 Certificate Principal Balance as of such Distribution
Date plus
the portion of any previous distributions on such Class in respect
of Class B-4
Current Interest or a Class B-4 Interest Carry Forward Amount that
is recovered
as a voidable preference by a trustee in bankruptcy, less any
Non-Supported
Interest Shortfall allocated on such Distribution Date to the Class
B-4
Certificates.
Class B-4 Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class B-4 Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
B-4 Certificates with respect to Current Interest or Interest Carry
Forward
Amounts on such prior Distribution Dates and (2) interest on such
excess (to the
extent permitted by applicable law) at the Class B-4 Pass-Through
Rate for the
related Accrual Period.
Class B-4 Margin: As of any Distribution Date up to and including
the
Initial Optional Termination Date, 1.7500% per annum and, as of any
Distribution
Date after the Initial Optional Termination Date, 2.6250% per
annum.
Class B-4 Pass-Through Rate: For the first Distribution Date,
7.070% per
annum. As of any Distribution Date thereafter, the least of (1)
One-Month LIBOR
plus the Class B-4 Margin, (2) the related Weighted Average
Available Funds Cap
for such Distribution Date and (3) the related Weighted Average
Maximum Rate Cap
for such Distribution Date.
Class B-4 Principal Distribution Amount: With respect to any
Distribution
Date on or after the Stepdown Date, 100% of the Principal
Distribution Amount
for such Distribution Date if the Class A Certificate Principal
Balance, the
Class M Certificate Principal Balance, the Class B-1 Certificate
Principal
Balance, the Class B-2 Certificate Principal Balance and the Class
B-3
Certificate Principal Balance have been reduced to zero and a
Stepdown Trigger
Event exists, or as long as a Stepdown Trigger Event does not
exist, the excess
of (1) the sum of (A) the Class A Certificate Principal Balance
(after taking
into account distributions of the Class A Principal Distribution
Amount on such
Distribution Date), (B) the Class M-1 Certificate Principal
Balance, Class M-2
Certificate Principal Balance, and Class M-3 Certificate Principal
Balance
(after taking into account distributions of the Class M-1/M-2/M-3
Principal
Distribution Amount on such Distribution Date), (C) the Class M-4
Certificate
Principal Balance (after taking into account distributions of the
Class M-4
Principal Distribution Amount on such Distribution Date), (D) the
Class M-5
Certificate Principal Balance (after taking into account
distributions
-27-
<PAGE>
of the Class M-5 Principal Distribution Amount on such Distribution
Date), (E)
the Class M-6 Certificate Principal Balance (after taking into
account
distributions of the Class M-6 Principal Distribution Amount on
such
Distribution Date), (F) the Class B-1 Certificate Principal Balance
(after
taking into account distributions of the Class B-1 Principal
Distribution Amount
on such Distribution Date), (G) the Class B-2 Certificate Principal
Balance
(after taking into account distributions of the Class B-2 Principal
Distribution
Amount on such Distribution Date) (H) the Class B-3 Certificate
Principal
Balance (after taking into account distributions of the Class B-2
Principal
Distribution Amount on such Distribution Date) and (I) the Class
B-4 Certificate
Principal Balance immediately prior to such Distribution Date over
(2) the
lesser of (A) 97.00% of the Stated Principal Balance of the
Mortgage Loans as of
such Distribution Date and (B) the excess of the Stated Principal
Balance of the
Mortgage Loans as of such Distribution Date over the Minimum
Required
Overcollateralization Amount. Notwithstanding the foregoing, (I) on
any
Distribution Date prior to the Stepdown Date on which the
Certificate Principal
Balance of each Class of Class A, Class M, Class B-1, Class B-2 and
Class B-3
Certificates has been reduced to zero, the Class B-4 Principal
Distribution
Amount will equal the lesser of (x) the outstanding Certificate
Principal
Balance of the Class B-4 Certificates and (y) 100% of the Principal
Distribution
Amount remaining after any distributions on such Class A, Class M,
Class B-1,
Class B-2 and Class B-3 Certificates and (II) in no event will the
Class B-4
Principal Distribution Amount with respect to any Distribution Date
exceed the
Class B-4 Certificate Principal Balance.
Class B-4 Unpaid Realized Loss Amount: As of any Distribution Date,
the
excess of (1) the Class B-4 Applied Realized Loss Amount over (2)
the sum of (x)
all distributions in reduction of the Class B-4 Unpaid Realized
Loss Amounts on
all previous Distribution Dates and (y) all increases in the
Certificate
Principal Balance of the Class B-4 Certificates pursuant to the
last sentence of
the definition of "Certificate Principal Balance".
Class C Applied Realized Loss Amount: As of any Distribution Date,
the sum
of all Applied Realized Loss Amounts with respect to the Mortgage
Loans which
have been applied to the reduction of the Certificate Principal
Balance of the
Class C Certificates.
Class C Certificate: Any Certificate designated as a "Class C
Certificate"
on the face thereof, executed by the Trustee and authenticated by
the
Authenticating Agent in substantially the form set forth in Exhibit
A hereto,
representing the right to distributions as set forth herein.
Class C Certificate Principal Balance: As of any date of
determination, the
aggregate Certificate Principal Balance of the Class C
Certificates.
Class C Current Interest: As of any Distribution Date, the interest
accrued
during the related Accrual Period at the Class C Distributable
Interest Rate on
a notional amount equal to the aggregate principal balance of the
Lower Tier
REMIC Regular Interests immediately prior to such Distribution
Date, plus the
interest portion of any previous distributions on such Class that
is recovered
as a voidable preference by a trustee in bankruptcy, less any
Non-Supported
Interest Shortfall allocated on such Distribution Date to the Class
C
Certificates.
Class C Distributable Interest Rate: The excess, if any, of (a)
the
weighted average of the interest rates on the Lower Tier REMIC
Regular Interests
(other than the Class LT-IO Interest) over (b) two times the
weighted average of
the interest rates on the Lower Tier REMIC I Marker Interests and
the Class LTIX
Interest (treating for purposes of this clause (b) the interest
rate on each of
the Lower Tier REMIC I Marker Interests as being subject to a cap
and a floor
equal to the interest rate of the Corresponding
-28-
<PAGE>
REMIC Regular Interest of the Corresponding Certificates (as
adjusted, if
necessary, to reflect the length of the Accrual Period for the
LIBOR
Certificates) and treating the Class LTIX Interest as being capped
at zero). The
averages described in the preceding sentence shall be weighted on
the basis of
the respective principal balances of the Lower Tier REMIC Regular
Interests
immediately prior to any date of determination.
Class C Interest Carry Forward Amount: As of any Distribution Date,
the
excess of (A) the Class C Current Interest with respect to prior
Distribution
Dates over (B) the amount actually distributed to the Class C
Certificates with
respect to interest on such prior Distribution Dates or added to
the aggregate
Certificate Principal Balance of the Class C Certificates (other
than amounts so
added attributable to Subsequent Recoveries or proceeds of the Swap
Agreement or
Cap Contract).
Class C Unpaid Realized Loss Amount: As of any Distribution Date,
the
excess of (1) the Class C Applied Realized Loss Amount over (2) the
sum of (x)
all distributions in reduction of the Class C Unpaid Realized Loss
Amounts on
all previous Distribution Dates and (y) all increases in the
Certificate
Principal Balance of such Class C Certificates (A) pursuant to the
last sentence
of the definition of "Certificate Principal Balance" or (B)
attributable to
distributions of proceeds of the Swap Agreement or Cap
Contract.
Class LTA-1 Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 1/4 of the initial
principal
balance of its Corresponding Certificates and an interest rate
equal to the Net
Rate.
Class LTA-2A Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 1/4 of the initial
principal
balance of its Corresponding Certificate and an interest rate equal
to the Net
Rate.
Class LTA-2B Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 1/4 of the initial
principal
balance of its Corresponding Certificate and an interest rate equal
to the Net
Rate.
Class LTA-2C Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 1/4 of the initial
principal
balance of its Corresponding Certificate and an interest rate equal
to the Net
Rate.
Class LTA-2D Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 1/4 of the initial
principal
balance of its Corresponding Certificate and an interest rate equal
to the Net
Rate.
Class LTB-1 Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 1/4 of the initial
principal
balance of its Corresponding Certificate and an interest rate equal
to the Net
Rate.
Class LTB-2 Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 1/4 of the initial
principal
balance of its Corresponding Certificate and an interest rate equal
to the Net
Rate.
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<PAGE>
Class LTB-3 Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 1/4 of the initial
principal
balance of its Corresponding Certificate and an interest rate equal
to the Net
Rate.
Class LTB-4 Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 1/4 of the initial
principal
balance of its Corresponding Certificate and an interest rate equal
to the Net
Rate.
Class LT-IO Interest: An uncertificated regular interest in the
Lower Tier
REMIC with the characteristics set forth in the description of the
Lower Tier
REMIC in the Preliminary Statement.
Class LTIX Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to the excess of (i)
50% of the
aggregate Cut-off Date Principal Balance of the Mortgage Loans over
(ii) the
initial principal balance of the Lower Tier REMIC I Marker
Interests, and with
an interest rate equal to the Net Rate.
Class LTIIX Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to the excess of (i)
50% of the
aggregate Cut-off Date Principal Balance of the Mortgage Loans over
(ii) the
initial principal balance of the Lower Tier REMIC II Marker
Interests, and with
an interest rate equal to the Net Rate.
Class LTII1A Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 0.05% of the
excess of (i) the
aggregate Cut-off Date Principal Balance of the Group One Mortgage
Loans over
(ii) the aggregate of the initial Certificate Principal Balances of
Certificate
Group One, and with an interest rate equal to the Net Rate.
Class LTII1B Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 0.05% of the
aggregate Cut-off
Date Principal Balance of the Group One Mortgage Loans, and with an
interest
rate equal to the rate set forth in footnote 9 to the description
of the Lower
Tier REMIC in the Preliminary Statement.
Class LTII2A Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 0.05% of the
excess of (i) the
aggregate Cut-off Date Principal Balance of the Group Two Mortgage
Loans over
(ii) the aggregate of the initial Certificate Principal Balances of
Certificate
Group Two, and with an interest rate equal to the Net Rate.
Class LTII2B Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 0.05% of the
aggregate Cut-off
Date Principal Balance of the Group Two Mortgage Loans and with an
interest rate
equal to the rate set forth in footnote 10 to the description of
the Lower Tier
REMIC in the Preliminary Statement.
Class LTM-1 Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 1/4 of the initial
principal
balance of its Corresponding Certificate and an interest rate equal
to the Net
Rate.
Class LTM-2 Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 1/4 of the initial
principal
balance of its Corresponding Certificate and an interest rate equal
to the Net
Rate.
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<PAGE>
Class LTM-3 Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 1/4 of the initial
principal
balance of its Corresponding Certificate and an interest rate equal
to the Net
Rate.
Class LTM-4 Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 1/4 of the initial
principal
balance of its Corresponding Certificate and an interest rate equal
to the Net
Rate.
Class LTM-5 Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 1/4 of the initial
principal
balance of its Corresponding Certificate and an interest rate equal
to the Net
Rate.
Class LTM-6 Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 1/4 of the initial
principal
balance of its Corresponding Certificate and an interest rate equal
to the Net
Rate.
Class LTR Interest: The sole class of "residual interest" in the
Lower Tier
REMIC.
Class M Certificates: Any of the Class M-1, Class M-2, Class M-3,
Class
M-4, Class M-5 and Class M-6 Certificates.
Class M Certificate Principal Balance: For any date of
determination, the
sum of the Class M-1 Certificate Principal Balance, Class M-2
Certificate
Principal Balance, Class M-3 Certificate Principal Balance, Class
M-4
Certificate Principal Balance, Class M-5 Certificate Principal
Balance and Class
M-6 Certificate Principal Balance.
Class M-1 Applied Realized Loss Amount: As of any Distribution
Date, the
sum of all Applied Realized Loss Amounts with respect to the
Mortgage Loans
which have been applied to the reduction of the Certificate
Principal Balance of
the Class M-1 Certificates.
Class M-1 Certificate: Any Certificate designated as a "Class
M-1
Certificate" on the face thereof, executed by the Trustee and
authenticated by
the Authenticating Agent in substantially the form set forth as
Exhibit A
hereto, representing the right to distributions as set forth
herein.
Class M-1 Certificate Principal Balance: As of any date of
determination,
the aggregate Certificate Principal Balance of the Class M-1
Certificates.
Class M-1 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class M-1
Pass-Through Rate on
the Class M-1 Certificate Principal Balance as of such Distribution
Date plus
the portion of any previous distributions on such Class in respect
of Class M-1
Current Interest or a Class M-1 Interest Carry Forward Amount that
is recovered
as a voidable preference by a trustee in bankruptcy, less any
Non-Supported
Interest Shortfall allocated on such Distribution Date to the Class
M-1
Certificates.
Class M-1 Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class M-1 Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
M-1 Certificates with respect to Current Interest or Interest
Carry
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Forward Amounts on such prior Distribution Dates and (2) interest
on such excess
(to the extent permitted by applicable law) at the Class M-1
Pass-Through Rate
for the related Accrual Period.
Class M-1 Margin: As of any Distribution Date up to and including
the
Initial Optional Termination Date, 0.2300% per annum and, as of any
Distribution
Date after the Initial Optional Termination Date, 0.3450% per
annum.
Class M-1 Pass-Through Rate: For the first Distribution Date,
5.550% per
annum. As of any Distribution Date thereafter, the least of (1)
One-Month LIBOR
plus the Class M-1 Margin, (2) the Weighted Average Available Funds
Cap for such
Distribution Date and (3) the Weighted Average Maximum Rate Cap for
such
Distribution Date.
Class M-1 Unpaid Realized Loss Amount: As of any Distribution Date,
the
excess of (1) the Class M-1 Applied Realized Loss Amount over (2)
the sum of (x)
all distributions in reduction of the Class M-1 Unpaid Realized
Loss Amounts on
all previous Distribution Dates and (y) all increases in the
Certificate
Principal Balance of such Class M-1 Certificates pursuant to the
last sentence
of the definition of "Certificate Principal Balance."
Class M-1/M-2/M-3 Principal Distribution Amount: With respect to
any
Distribution Date on or after the Stepdown Date, 100% of the
Principal
Distribution Amount for such Distribution Date if the Class A
Certificate
Principal Balance has been reduced to zero and a Stepdown Trigger
Event exists,
or as long as a Stepdown Trigger Event does not exist, the excess
of (1) the sum
of (A) the Class A Certificate Principal Balance (after taking into
account
distributions of the Class A Principal Distribution Amount on such
Distribution
Date) and (B) the Class M-1 Certificate Principal Balance, the
Class M-2
Certificate Principal Balance and the Class M-3 Certificate
Principal Balance
immediately prior to such Distribution Date over (2) the lesser of
(A) 81.50% of
the Stated Principal Balances of the Mortgage Loans as of such
Distribution Date
and (B) the excess of the Stated Principal Balances for the
Mortgage Loans as of
such Distribution Date over the Minimum Required
Overcollateralization Amount.
Notwithstanding the foregoing, (I) on any Distribution Date prior
to the
Stepdown Date on which the Certificate Principal Balance of each
Class of Class
A Certificates has been reduced to zero, the Class M-1/M-2/M-3
Principal
Distribution Amount will equal the lesser of (x) the outstanding
Certificate
Principal Balance of the Class M-1, Class M-2 and Class M-3
Certificates and (y)
100% of the Principal Distribution Amount remaining after any
distributions on
such Class A Certificates and (II) in no event will the Class
M-1/M-2/M-3
Principal Distribution Amount with respect to any Distribution Date
exceed the
Class M-1 Certificate Principal Balance, the Class M-2 Certificate
Principal
Balance and the Class M-3 Certificate Principal Balance.
Class M-2 Applied Realized Loss Amount: As of any Distribution
Date, the
sum of all Applied Realized Loss Amounts with respect to the
Mortgage Loans
which have been applied to the reduction of the Certificate
Principal Balance of
the Class M-2 Certificates.
Class M-2 Certificate: Any Certificate designated as a "Class
M-2
Certificate" on the face thereof, executed by the Trustee and
authenticated by
the Authenticating Agent in substantially the form set forth as
Exhibit A
hereto, representing the right to distributions as set forth
herein.
Class M-2 Certificate Principal Balance: As of any date of
determination,
the aggregate Certificate Principal Balance of the Class M-2
Certificates.
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Class M-2 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class M-2
Pass-Through Rate on
the Class M-2 Certificate Principal Balance as of such Distribution
Date plus
the portion of any previous distributions on such Class in respect
of Class M-2
Current Interest or a Class M-2 Interest Carry Forward Amount that
is recovered
as a voidable preference by a trustee in bankruptcy, less any
Non-Supported
Interest Shortfall allocated on such Distribution Date to the Class
M-2
Certificates.
Class M-2 Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class M-2 Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
M-2 Certificates with respect to Current Interest or Interest Carry
Forward
Amounts on such prior Distribution Dates and (2) interest on such
excess (to the
extent permitted by applicable law) at the Class M-2 Pass-Through
Rate for the
related Accrual Period.
Class M-2 Margin: As of any Distribution Date up to and including
the
Initial Optional Termination Date, 0.2800% per annum and, as of any
Distribution
Date after the Initial Optional Termination Date, 0.4200% per
annum.
Class M-2 Pass-Through Rate: For the first Distribution Date,
5.600% per
annum. As of any Distribution Date thereafter, the least of (1)
One-Month LIBOR
plus the Class M-2 Margin, (2) the Weighted Average Available Funds
Cap for such
Distribution Date and (3) the Weighted Average Maximum Rate Cap for
such
Distribution Date.
Class M-2 Unpaid Realized Loss Amount: As of any Distribution Date,
the
excess of (1) the Class M-2 Applied Realized Loss Amount over (2)
the sum of (x)
all distributions in reduction of the Class M-2 Unpaid Realized
Loss Amounts on
all previous Distribution Dates and (y) all increases in the
Certificate
Principal Balance of such Class M-2 Certificates pursuant to the
last sentence
of the definition of "Certificate Principal Balance."
Class M-3 Applied Realized Loss Amount: As of any Distribution
Date, the
sum of all Applied Realized Loss Amounts with respect to the
Mortgage Loans
which have been applied to the reduction of the Certificate
Principal Balance of
the Class M-3 Certificates.
Class M-3 Certificate: Any Certificate designated as a "Class
M-3
Certificate" on the face thereof, executed by the Trustee and
authenticated by
the Authenticating Agent in substantially the form set forth as
Exhibit A
hereto, representing the right to distributions as set forth
herein.
Class M-3 Certificate Principal Balance: As of any date of
determination,
the aggregate Certificate Principal Balance of the Class M-3
Certificates.
Class M-3 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class M-3
Pass-Through Rate on
the Class M-3 Certificate Principal Balance as of such Distribution
Date plus
the portion of any previous distributions on such Class in respect
of Class M-3
Current Interest or a Class M-3 Interest Carry Forward Amount that
is recovered
as a voidable preference by a trustee in bankruptcy, less any
Non-Supported
Interest Shortfall allocated on such Distribution Date to the Class
M-3
Certificates.
Class M-3 Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class M-3 Current Interest with
respect to
prior Distribution Dates over (B) the amount
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actually distributed to the Class M-3 Certificates with respect to
Current
Interest or Interest Carry Forward Amounts on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable
law) at the
Class M-3 Pass-Through Rate for the related Accrual Period.
Class M-3 Margin: As of any Distribution Date up to and including
the
Initial Optional Termination Date, 0.3000% per annum and, as of any
Distribution
Date after the Initial Optional Termination Date, 0.4500% per
annum.
Class M-3 Pass-Through Rate: For the first Distribution Date,
5.620% per
annum. As of any Distribution Date thereafter, the least of (1)
One-Month LIBOR
plus the Class M-3 Margin, (2) the Weighted Average Available Funds
Cap for such
Distribution Date and (3) the Weighted Average Maximum Rate Cap for
such
Distribution Date.
Class M-3 Unpaid Realized Loss Amount: As of any Distribution Date,
the
excess of (1) the Class M-3 Applied Realized Loss Amount over (2)
the sum of (x)
all distributions in reduction of the Class M-3 Unpaid Realized
Loss Amounts on
all previous Distribution Dates and (y) all increases in the
Certificate
Principal Balance of such Class M-3 Certificates pursuant to the
last sentence
of the definition of "Certificate Principal Balance."
Class M-4 Applied Realized Loss Amount: As of any Distribution
Date, the
sum of all Applied Realized Loss Amounts with respect to the
Mortgage Loans
which have been applied to the reduction of the Certificate
Principal Balance of
the Class M-4 Certificates.
Class M-4 Certificate: Any Certificate designated as a "Class
M-4
Certificate" on the face thereof, executed by the Trustee and
authenticated by
the Authenticating Agent in substantially the form set forth as
Exhibit A
hereto, representing the right to distributions as set forth
herein.
Class M-4 Certificate Principal Balance: As of any date of
determination,
the aggregate Certificate Principal Balance of the Class M-4
Certificates.
Class M-4 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class M-4
Pass-Through Rate on
the Class M-4 Certificate Principal Balance as of such Distribution
Date plus
the portion of any previous distributions on such Class in respect
of Class M-4
Current Interest or a Class M-4 Interest Carry Forward Amount that
is recovered
as a voidable preference by a trustee in bankruptcy, less any
Non-Supported
Interest Shortfall allocated on such Distribution Date to the Class
M-4
Certificates.
Class M-4 Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class M-4 Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
M-4 Certificates with respect to Current Interest or Interest Carry
Forward
Amounts on such prior Distribution Dates and (2) interest on such
excess (to the
extent permitted by applicable law) at the Class M-4 Pass-Through
Rate for the
related Accrual Period.
Class M-4 Margin: As of any Distribution Date up to and including
the
Initial Optional Termination Date, 0.4300% per annum and, as of any
Distribution
Date after the Initial Optional Termination Date, 0.6450% per
annum.
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Class M-4 Pass-Through Rate: For the first Distribution Date,
5.750% per
annum. As of any Distribution Date thereafter, the least of (1)
One-Month LIBOR
plus the Class M-4 Margin, (2) the Weighted Average Available Funds
Cap for such
Distribution Date and (3) the Weighted Average Maximum Rate Cap for
such
Distribution Date.
Class M-4 Principal Distribution Amount: With respect to any
Distribution
Date on or after the Stepdown Date, 100% of the Principal
Distribution Amount
for such Distribution Date if the Class A Certificate Principal
Balance, Class
M-1 Certificate Principal Balance, Class M-2 Certificate Principal
Balance and
Class M-3 Certificate Principal Balance have been reduced to zero
and a Stepdown
Trigger Event exists, or as long as a Stepdown Trigger Event does
not exist, the
excess of (1) the sum of (A) the Class A Certificate Principal
Balance (after
taking into account distributions of the Class A Principal
Distribution Amount
on such Distribution Date), (B) the Class M-1 Certificate Principal
Balance,
Class M-2 Certificate Principal Balance, and Class M-3 Certificate
Principal
Balance (after taking into account distributions of the Class
M-1/M-2/M-3
Principal Distribution Amount on such Distribution Date) and (C)
the Class M-4
Certificate Principal Balance immediately prior to such
Distribution Date over
(2) the lesser of (A) 84.60% of the Stated Principal Balances of
the Mortgage
Loans as of such Distribution Date and (B) the excess of the Stated
Principal
Balances for the Mortgage Loans as of such Distribution Date over
the Minimum
Required Overcollateralization Amount. Notwithstanding the
foregoing, (I) on any
Distribution Date prior to the Stepdown Date on which the
Certificate Principal
Balance of each Class of Class A Certificates, the Class M-1
Certificates, the
Class M-2 Certificates and the Class M-3 Certificates has been
reduced to zero,
the Class M-4 Principal Distribution Amount will equal the lesser
of (x) the
outstanding Certificate Principal Balance of the Class M-4
Certificates and (y)
100% of the Principal Distribution Amount remaining after any
distributions on
such Class A, Class M-1, Class M-2 and Class M-3 Certificates and
(II) in no
event will the Class M-4 Principal Distribution Amount with respect
to any
Distribution Date exceed the Class M-4 Certificate Principal
Balance.
Class M-4 Unpaid Realized Loss Amount: As of any Distribution Date,
the
excess of (1) the Class M-4 Applied Realized Loss Amount over (2)
the sum of (x)
all distributions in reduction of the Class M-4 Unpaid Realized
Loss Amounts on
all previous Distribution Dates and (y) all increases in the
Certificate
Principal Balance of such Class M-4 Certificates pursuant to the
last sentence
of the definition of "Certificate Principal Balance."
Class M-5 Applied Realized Loss Amount: As of any Distribution
Date, the
sum of all Applied Realized Loss Amounts with respect to the
Mortgage Loans
which have been applied to the reduction of the Certificate
Principal Balance of
the Class M-5 Certificates.
Class M-5 Certificate: Any Certificate designated as a "Class
M-5
Certificate" on the face thereof, executed by the Trustee and
authenticated by
the Authenticating Agent in substantially the form set forth as
Exhibit A
hereto, representing the right to distributions as set forth
herein.
Class M-5 Certificate Principal Balance: As of any date of
determination,
the aggregate Certificate Principal Balance of the Class M-5
Certificates.
Class M-5 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class M-5
Pass-Through Rate on
the Class M-5 Certificate Principal Balance as of such Distribution
Date plus
the portion of any previous distributions on such Class in respect
of Class M-5
Current Interest or a Class M-5 Interest Carry Forward Amount that
is recovered
as a voidable
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<PAGE>
preference by a trustee in bankruptcy, less any Non-Supported
Interest Shortfall
allocated on such Distribution Date to the Class M-5
Certificates.
Class M-5 Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class M-5 Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
M-5 Certificates with respect to Current Interest or Interest Carry
Forward
Amounts on such prior Distribution Dates and (2) interest on such
excess (to the
extent permitted by applicable law) at the Class M-5 Pass-Through
Rate for the
related Accrual Period.
Class M-5 Margin: As of any Distribution Date up to and including
the
Initial Optional Termination Date, 0.4800% per annum and, as of any
Distribution
Date after the Initial Optional Termination Date, 0.7200% per
annum.
Class M-5 Pass-Through Rate: For the first Distribution Date,
5.800% per
annum. As of any Distribution Date thereafter, the least of (1)
One-Month LIBOR
plus the Class M-5 Margin, (2) the Weighted Average Available Funds
Cap for such
Distribution Date and (3) the Weighted Average Maximum Rate Cap for
such
Distribution Date.
Class M-5 Principal Distribution Amount: With respect to any
Distribution
Date on or after the Stepdown Date, 100% of the Principal
Distribution Amount
for such Distribution Date if the Class A Certificate Principal
Balance, Class
M-1 Certificate Principal Balance, Class M-2 Certificate Principal
Balance,
Class M-3 Certificate Principal Balance and Class M-4 Certificate
Principal
Balance have been reduced to zero and a Stepdown Trigger Event
exists, or as
long as a Stepdown Trigger Event does not exist, the excess of (1)
the sum of
(A) the Class A Certificate Principal Balance (after taking into
account
distributions of the Class A Principal Distribution Amount on such
Distribution
Date), (B) the Class M-1 Certificate Principal Balance, Class M-2
Certificate
Principal Balance, and Class M-3 Certificate Principal Balance
(after taking
into account distributions of the Class M-1/M-2/M-3 Principal
Distribution
Amount on such Distribution Date), (C) the Class M-4 Certificate
Principal
Balance (after taking into account distributions of the Class M-4
Principal
Distribution Amount on such Distribution Date) and (D) the Class
M-5 Certificate
Principal Balance immediately prior to such Distribution Date over
(2) the
lesser of (A) 87.50% of the Stated Principal Balances of the
Mortgage Loans as
of such Distribution Date and (B) the excess of the Stated
Principal Balances
for the Mortgage Loans as of such Distribution Date over the
Minimum Required
Overcollateralization Amount. Notwithstanding the foregoing, (I) on
any
Distribution Date prior to the Stepdown Date on which the
Certificate Principal
Balance of each Class of Class A Certificates, the Class M-1
Certificates, the
Class M-2 Certificates, the Class M-3 Certificates and the Class
M-4
Certificates has been reduced to zero, the Class M-5 Principal
Distribution
Amount will equal the lesser of (x) the outstanding Certificate
Principal
Balance of the Class M-5 Certificates and (y) 100% of the Principal
Distribution
Amount remaining after any distributions on such Class A, Class
M-1, Class M-2,
Class M-3 and Class M-4 Certificates and (II) in no event will the
Class M-5
Principal Distribution Amount with respect to any Distribution Date
exceed the
Class M-5 Certificate Principal Balance.
Class M-5 Unpaid Realized Loss Amount: As of any Distribution Date,
the
excess of (1) the Class M-5 Applied Realized Loss Amount over (2)
the sum of (x)
all distributions in reduction of the Class M-5 Unpaid Realized
Loss Amounts on
all previous Distribution Dates and (y) all increases in the
Certificate
Principal Balance of such Class M-5 Certificates pursuant to the
last sentence
of the definition of "Certificate Principal Balance."
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<PAGE>
Class M-6 Applied Realized Loss Amount: As of any Distribution
Date, the
sum of all Applied Realized Loss Amounts with respect to the
Mortgage Loans
which have been applied to the reduction of the Certificate
Principal Balance of
the Class M-6 Certificates.
Class M-6 Certificate: Any Certificate designated as a "Class
M-6
Certificate" on the face thereof, executed by the Trustee and
authenticated by
the Authenticating Agent in substantially the form set forth as
Exhibit A
hereto, representing the right to distributions as set forth
herein.
Class M-6 Certificate Principal Balance: As of any date of
determination,
the aggregate Certificate Principal Balance of the Class M-6
Certificates.
Class M-6 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class M-6
Pass-Through Rate on
the Class M-6 Certificate Principal Balance as of such Distribution
Date plus
the portion of any previous distributions on such Class in respect
of Class M-6
Current Interest or a Class M-6 Interest Carry Forward Amount that
is recovered
as a voidable preference by a trustee in bankruptcy, less any
Non-Supported
Interest Shortfall allocated on such Distribution Date to the Class
M-6
Certificates.
Class M-6 Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class M-6 Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
M-6 Certificates with respect to Current Interest or Interest Carry
Forward
Amounts on such prior Distribution Dates and (2) interest on such
excess (to the
extent permitted by applicable law) at the Class M-6 Pass-Through
Rate for the
related Accrual Period.
Class M-6 Margin: As of any Distribution Date up to and including
the
Initial Optional Termination Date, 0.5200% per annum and, as of any
Distribution
Date after the Initial Optional Termination Date, 0.7800% per
annum.
Class M-6 Pass-Through Rate: For the first Distribution Date,
5.840% per
annum. As of any Distribution Date thereafter, the least of (1)
One-Month LIBOR
plus the Class M-6 Margin, (2) the Weighted Average Available Funds
Cap for such
Distribution Date and (3) the Weighted Average Maximum Rate Cap for
such
Distribution Date.
Class M-6 Principal Distribution Amount: With respect to any
Distribution
Date on or after the Stepdown Date, 100% of the Principal
Distribution Amount
for such Distribution Date if the Class A Certificate Principal
Balance, Class
M-1 Certificate Principal Balance, Class M-2 Certificate Principal
Balance,
Class M-3 Certificate Principal Balance, Class M-4 Certificate
Principal Balance
and Class M-5 Certificate Principal Balance have been reduced to
zero and a
Stepdown Trigger Event exists, or as long as a Stepdown Trigger
Event does not
exist, the excess of (1) the sum of (A) the Class A Certificate
Principal
Balance (after taking into account distributions of the Class A
Principal
Distribution Amount on such Distribution Date), (B) the Class M-1
Certificate
Principal Balance, Class M-2 Certificate Principal Balance, and
Class M-3
Certificate Principal Balance (after taking into account
distributions of the
Class M-1/M-2/M-3 Principal Distribution Amount on such
Distribution Date), (C)
the Class M-4 Certificate Principal Balance (after taking into
account
distributions of the Class M-4 Principal Distribution Amount on
such
Distribution Date), (D) the Class M-5 Certificate Principal Balance
(after
taking into account distributions of the Class M-5 Principal
Distribution Amount
on such Distribution Date), and (E) the Class M-6 Certificate
Principal Balance
immediately prior to such Distribution Date over (2) the lesser of
(A) 90.30% of
the Stated Principal Balances of the Mortgage Loans as of such
Distribution Date
and (B)
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the excess of the Stated Principal Balances for the Mortgage Loans
as of such
Distribution Date over the Minimum Required Overcollateralization
Amount.
Notwithstanding the foregoing, (I) on any Distribution Date prior
to the
Stepdown Date on which the Certificate Principal Balance of each
Class of Class
A Certificates, the Class M-1 Certificates, the Class M-2
Certificates, the
Class M-3 Certificates, the Class M-4 Certificates and the Class
M-5
Certificates has been reduced to zero, the Class M-6 Principal
Distribution
Amount will equal the lesser of (x) the outstanding Certificate
Principal
Balance of the Class M-6 Certificates and (y) 100% of the Principal
Distribution
Amount remaining after any distributions on such Class A, Class
M-1, Class M-2,
Class M-3, Class M-4 and Class M-5 Certificates and (II) in no
event will the
Class M-6 Principal Distribution Amount with respect to any
Distribution Date
exceed the Class M-6 Certificate Principal Balance.
Class M-6 Unpaid
Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class M-6 Applied Realized Loss Amount over (2)
the sum of (x)
all distributions in reduction of the Class M-6 Unpaid Realized
Loss Amounts on
all previous Distribution Dates and (y) all increases in the
Certificate
Principal Balance of such Class M-6 Certificates pursuant to the
last sentence
of the definition of "Certificate Principal Balance."
Class P Certificate: Any Certificate designated as a Class P
Certificate on
the face thereof, executed by the Trustee and authenticated by
the
Authenticating Agent in substantially the form set forth in Exhibit
A,
representing the right to distributions as set forth herein.
Class Payment Shortfall: As defined in Section 2.07(d)(ii)
herein.
Class R Certificate: The Class R Certificate executed by the
Trustee and
authenticated by the Authenticating Agent in substantially the form
set forth in
Exhibit A.
Class R Certificate Principal Balance: As of any date of
determination, the
aggregate Certificate Principal Balance of the Class R
Certificate.
Class R Current Interest: As of any Distribution Date, the interest
accrued
during the related Accrual Period at the Class R Pass-Through Rate
on the Class
R Certificate Principal Balance as of such Distribution Date plus
the portion of
any previous distributions on such Class in respect of Class R
Current Interest
or a Class R Interest Carry Forward Amount that is recovered as a
voidable
preference by a trustee in bankruptcy, less any Non-Supported
Interest Shortfall
allocated on such Distribution Date to the Class R Certificate. For
purposes of
calculating interest, principal distributions on a Distribution
Date will be
deemed to have been made on the first day of the Accrual Period in
which such
Distribution Date occurs.
Class R Interest Carry Forward Amount: As of any Distribution Date,
the sum
of (1) the excess of (A) the Class R Current Interest with respect
to prior
Distribution Dates over (B) the amount actually distributed to the
Class R
Certificate with respect to Current Interest or Interest Carry
Forward Amounts
on such prior Distribution Dates and (2) interest on such excess
(to the extent
permitted by applicable law) at the Class R Pass-Through Rate for
the related
Accrual Period.
Class R Margin: As of any Distribution Date up to and including the
Initial
Optional Termination Date, 0.1400% per annum and, as of any
Distribution Date
after the Initial Optional Termination Date, 0.2800% per annum.
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Class R Pass-Through Rate: For the first Distribution Date, 5.460%
per
annum. As of any Distribution Date thereafter, the least of (1)
One-Month LIBOR
plus the Class R Margin, (2) the Class A-1 Available Funds Cap for
such
Distribution Date and (3) the Class A-1 Maximum Rate Cap for such
Distribution
Date.
Class SWR Interest: The sole class of "residual interest" in the
SWAP
REMIC.
Closing Date: February 28, 2007.
Code: The Internal Revenue Code of 1986, including any successor
or
amendatory provisions.
Collection Account: The separate Eligible Accounts created and
initially
maintained by the Servicer pursuant to Section 3.05(d) in the name
of the
Trustee for the benefit of the Certificateholders and designated,
"Home Loan
Services, Inc., as servicer for LaSalle Bank National Association,
as trustee,
in trust for registered holders of First Franklin Mortgage Loan
Trust, Mortgage
Loan Asset-Backed Certificates, Series 2007-FF2". Funds in the
Collection
Account shall be held in trust for the Certificateholders for the
uses and
purposes set forth in this Agreement.
Commission: The Securities and Exchange Commission.
Compensating Interest: For any Distribution Date and all
Principal
Prepayments in full in respect of a Mortgage Loan that are received
during the
period from the first day of the related Prepayment Period through
the last day
of the calendar month preceding such Distribution Date, a payment
made by the
Servicer in an amount not to exceed the product of (a) one-twelfth
of 0.25% and
(b) the aggregate Stated Principal Balance of the Mortgage Loans
for such
Distribution Date, equal to the amount of interest at the Net
Mortgage Rate for
that Mortgage Loan from the date of prepayment through the 30th day
of such
preceding calendar month; provided that any month consisting of
less than 30
days shall be deemed to consist of 30 days.
Corresponding Certificates: With respect to the Class LTA-1
Interest, the
Class A-1 and Class R Certificates. With respect to the Class
LTA-2A Interest,
the Class A-2A Certificates. With respect to the Class LTA-2B
Interest, the
Class A-2B Certificates. With respect to the Class LTA-2C Interest,
the Class
A-2C Certificates. With respect to the Class LTA-2D Interest, the
Class A-2D
Certificates. With respect to the Class LTM-1 Interest, the Class
M-1
Certificates. With respect to the Class LTM-2 Interest, the Class
M-2
Certificates. With respect to the Class LTM-3 Interest, the Class
M-3
Certificates. With respect to the Class LTM-4 Interest, the Class
M-4
Certificates. With respect to the Class LTM-5 Interest, the Class
M-5
Certificates. With respect to the Class LTM-6 Interest, the Class
M-6
Certificates. With respect to the Class LTB-1 Interest, the Class
B-1
Certificates. With respect to the Class LTB-2 Interest, the Class
B-2
Certificates. With respect to the Class LTB-3 Interest, the Class
B-3
Certificates. With respect to the Class LTB-4 Interest, the Class
B-4
Certificates.
Corresponding REMIC Regular Interest: For each Class of
Certificates, the
interest in the Upper Tier REMIC listed on the same row in the
table entitled
"Upper Tier REMIC" in the Preliminary Statement.
Corridor Contract: Any of the Class A-1 Corridor Contract, the
Class A-2
Corridor Contract or the Subordinate Certificate Corridor
Contract.
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Corridor Contract Account: The separate Eligible Account created
and
maintained by the Trustee pursuant to Section 4.04(k)(i) in the
name of the
Trustee for the benefit of the Issuing Entity and designated
"LaSalle Bank
National Association, as trustee, in trust for registered holders
of First
Franklin Mortgage Loan Trust, Mortgage Loan Asset-Backed
Certificates, Series
2007-FF2." Funds in the Corridor Contract Account shall be held in
trust for the
Issuing Entity for the uses and purposes set forth in this
Agreement.
Corridor Contract Notional Balance: Any of the Class A-1 Corridor
Contract
Notional Balance, the Class A-2 Corridor Contract Notional Balance
or the
Subordinate Certificate Corridor Contract Notional Balance.
Corridor Contract Termination Date: Any of the Class A-1 Corridor
Contract
Termination Date, the Class A-2 Corridor Contract Termination Date
or the
Subordinate Certificate Corridor Contract Termination Date.
Corridor Posted Collateral Account: The segregated Eligible Account
created
and maintained by the Trustee pursuant to Section 4.04(k)(iv) in
the name of the
Trustee for the benefit of the Issuing Entity and designated
"LaSalle Bank
National Association, as trustee, in trust for registered holders
of First
Franklin Mortgage Loan Trust, Mortgage Loan Asset-Backed
Certificates, Series
2007-FF2." Funds in the Corridor Posted Collateral Account shall be
held in
trust for the Issuing Entity for the uses and purposes set forth in
the Corridor
Contracts.
Current Interest: Any of the Class A-1 Current Interest, the Class
A-2A
Current Interest, the Class A-2B Current Interest, the Class A-2C
Current
Interest, the Class A-2D Current Interest, the Class R Current
Interest, the
Class M-1 Current Interest, the Class M-2 Current Interest, the
Class M-3
Current Interest, the Class M-4 Current Interest, the Class M-5
Current
Interest, the Class M-6 Current Interest, the Class B-1 Current
Interest, the
Class B-2 Current Interest, the Class B-3 Current Interest, the
Class B-4
Current Interest and the Class C Current Interest.
Cut-off Date: February 1, 2007.
Cut-off Date Principal Balance: As to any Mortgage Loan, the
unpaid
principal balance thereof as of the close of business on the
calendar day
immediately preceding the Cut-off Date after application of all
payments of
principal due on or prior to the Cut-off Date, whether or not
received, and all
Principal Prepayments received prior to the Cut-off Date, but
without giving
effect to any installments of principal received in respect of Due
Dates after
the Cut-off Date.
Defaulted Swap Termination Payment: Any payment required to be made
by the
Supplemental Interest Trust to the Swap Counterparty pursuant to
the Swap
Agreement as a result of an event of default under the Swap
Agreement with
respect to which the Swap Counterparty is the defaulting party or a
termination
event under that agreement (other than illegality or a tax event)
with respect
to which the Swap Counterparty is the sole Affected Party (as
defined in the
Swap Agreement).
Definitive Certificates: As defined in Section 5.06.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced
by a
Replacement Mortgage Loan.
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Delinquent: A Mortgage Loan is "delinquent" if any payment due
thereon is
not made pursuant to the terms of such Mortgage Loan by the close
of business on
the day such payment is scheduled to be due. A Mortgage Loan is "30
days
delinquent" if such payment has not been received by the close of
business on
the corresponding day of the month immediately succeeding the month
in which
such payment was due, or, if there is no such corresponding day
(e.g., as when a
30-day month follows a 31-day month in which a payment was due on
the 31st day
of such month), then on the last day of such immediately succeeding
month. With
respect to any Mortgage Loan due on any day other than the first
day of the
month, such Mortgage Loan shall be deemed to be due on the first
day of the
immediately succeeding month. Similarly for "60 days delinquent,"
"90 days
delinquent" and so on.
Denomination: With respect to each Certificate, the amount set
forth on the
face thereof as the "Initial Principal Balance of this
Certificate."
Depositor: Merrill Lynch Mortgage Investors, Inc., a Delaware
corporation,
or any successor in interest.
Depository: The
initial Depository shall be The Depository Trust Company
("DTC"), the nominee of which is Cede & Co., or any other
organization
registered as a "clearing agency" pursuant to Section 17A of the
Securities
Exchange Act of 1934, as amended. The Depository shall initially be
the
registered Holder of the Book-Entry Certificates. The Depository
shall at all
times be a "clearing corporation" as defined in Section 8-102(3) of
the Uniform
Commercial Code of the State of New York.
Depository Agreement: With respect to Classes of Book-Entry
Certificates,
the agreement between the Trustee and the initial Depository.
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.
Designated Transaction: A transaction in which the assets
underlying the
Certificates consist of single-family residential, multi-family
residential,
home equity, manufactured housing and/or commercial mortgage
obligations that
are secured by single-family residential, multi-family residential,
commercial
real property or leasehold interests therein.
Determination Date: With respect to any Distribution Date, the 15th
day of
the month of such Distribution Date or, if such 15th day is not a
Business Day,
the immediately preceding Business Day.
Disqualified Organization: (1) the United States, any state or
political
subdivision thereof, any foreign government, any international
organization, or
any agency or instrumentality of any of the foregoing, (2) any
organization
(other than a cooperative described in Section 521 of the Code)
which is exempt
from tax under Chapter 1 of Subtitle A of the Code unless such
organization is
subject to the tax imposed by Section 511 of the Code and (3) any
organization
described in Section 1381(a)(2)(C) of the Code.
Distribution Date: The 25th day of each calendar month after the
initial
issuance of the Certificates, or if such 25th day is not a Business
Day, the
next succeeding Business Day, commencing in March 2007.
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Due
Date: With respect to any Distribution Date and any Mortgage Loan,
the
day during the related Due Period on which a Scheduled Payment is
due.
Due
Period: With respect to any Distribution Date, the period beginning
on
the second day of the calendar month preceding the calendar month
in which such
Distribution Date occurs and ending on the first day of the month
in which such
Distribution Date occurs.
Eligible Account: An account that is (1) maintained with a
depository
institution the long-term unsecured debt obligations of which are
rated by each
Rating Agency in one of its two highest rating categories, or (2)
maintained
with the corporate trust department of a bank which (A) has a
rating of at least
Baa3 or P-3 by Moody's and (B) is either the Depositor or the
corporate trust
department of a national banking association or banking corporation
which has a
rating of at least A-1 by S&P or F1 by Fitch, or (iii) an
account or accounts
the deposits in which are fully insured by the FDIC, or (iv) an
account or
accounts, acceptable to each Rating Agency without reduction or
withdrawal of
the rating of any Class of Certificates, as evidenced in writing,
by a
depository institution in which such accounts are insured by the
FDIC (to the
limit established by the FDIC), the uninsured deposits in which
accounts are
otherwise secured such that, as evidenced by an Opinion of Counsel
delivered to
and acceptable to the Trustee and each Rating Agency, the
Certificateholders
have a claim with respect to the funds in such account and 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 (v) maintained at an eligible institution whose
commercial paper,
short-term debt or other short-term deposits are rated at least
A-1+ by S&P and
F-1+ by Fitch, or (vi) maintained with a federal or state chartered
depository
institution the deposits in which are insured by the FDIC to the
applicable
limits and the short-term unsecured debt obligations of which (or,
in the case
of a depository institution that is a subsidiary of a holding
company, the
short-term unsecured debt obligations of such holding company) are
rated A-1 by
S&P, F-1 by Fitch and Prime-1 by Moody's (if rated by such
rating agencies) at
the time any deposits are held on deposit therein, or (vii) a
segregated trust
account or accounts maintained with the corporate trust department
of a federal
or state chartered depository institution or trust company having
capital and
surplus of not less than $50,000,000 or (viii) otherwise acceptable
to each
Rating Agency, as evidenced by a letter from each Rating Agency to
the Trustee.
ERISA: The Employee Retirement Income Security Act of 1974,
including any
successor or amendatory provisions.
ERISA-Qualifying Underwriting: A best efforts or firm
commitment
underwriting or private placement that would satisfy the
requirements would
satisfy the requirements of Prohibited Transaction Exemption 90-29,
Exemption
Application No. D-8012, 55 Fed. Reg. 21459 (1990), as amended,
granted by the
United States Department of Labor (or any other applicable
underwriter's
exemption granted to the Underwriter by the United States
Department of Labor),
except, in relevant part, for the requirement that the certificates
have
received a rating at the time of acquisition that is in one of the
three (or
four, in the case of a "designated transaction") highest generic
rating
categories by at least one of S&P, Moody's or Fitch.
ERISA Restricted Certificates: The Class B-4 Certificates, Class
C
Certificates and Class P Certificates and any other Certificate, as
long as the
acquisition and holding of such other Certificate is not covered by
and exempt
under any underwriter's exemption granted by the United States
Department of
Labor.
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Escrow Account: As defined in Section 3.06 hereof.
Event of Default: As defined in Section 7.01 hereof.
Exception Report: As defined in Section 2.02 hereof.
Excess Interest: On any Distribution Date, for each Class of the
Class A,
Class M and Class B Certificates, the excess, if any, of (1) the
amount of
interest such Class of Certificates is entitled to receive on such
Distribution
Date over (2) the amount of interest such Class of Certificates
would have been
entitled to receive on such Distribution Date at an interest rate
equal to the
REMIC Pass-Through Rate.
Excess Proceeds: With respect to any Liquidated Loan, any
Liquidation
Proceeds that are in excess of the sum of (1) the unpaid principal
balance of
such Liquidated Loan as of the date of such liquidation plus (2)
interest at the
Mortgage Rate from the Due Date as to which interest was last paid
or advanced
to Certificateholders (and not reimbursed to the Servicer) up to
the Due Date in
the month in which such Liquidation Proceeds are required to be
distributed on
the unpaid principal balance of such Liquidated Loan outstanding
during each Due
Period as to which such interest was not paid or advanced.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Extra Principal Distribution Amount: With respect to any
Distribution Date,
(1) prior to the Stepdown Date, the excess of (A) the sum of (i)
the Aggregate
Certificate Principal Balance immediately preceding such
Distribution Date
reduced by the Principal Funds with respect to such Distribution
Date and (ii)
$39,000,048 over (B) the Pool Stated Principal Balance of the
Mortgage Loans as
of such Distribution Date and (2) on and after the Stepdown Date,
(A) the sum of
(x) the Aggregate Certificate Principal Balance immediately
preceding such
Distribution Date, reduced by the Principal Funds with respect to
such
Distribution Date and (y) the greater of (a) 3.00% of the Pool
Stated Principal
Balance of the Mortgage Loans and (b) the Minimum Required
Overcollateralization
Amount less (B) the Pool Stated Principal Balance of the Mortgage
Loans as of
such Distribution Date; provided, however, that if on any
Distribution Date a
Stepdown Trigger Event is in effect, the Extra Principal
Distribution Amount
will not be reduced to the applicable percentage of the
then-current aggregate
Stated Principal Balance of the Mortgage Loans (and will remain
fixed at the
applicable percentage of the aggregate Stated Principal Balance of
the Mortgage
Loans as of the Due Date immediately prior to the Stepdown Trigger
Event) until
the next Distribution Date on which the Stepdown Trigger Event is
not in effect.
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: The Federal Deposit Insurance Corporation, or any successor
thereto.
FFFC: First Franklin
Financial Corporation, or any successor thereto.
Fitch: Fitch, Inc., or any successor in interest.
Fixed Rate Mortgage Loan: A Mortgage Loan identified in the
Mortgage Loan
Schedule as having a Mortgage Rate that is fixed.
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Floating Rate Certificate Carryover: With respect to a Distribution
Date,
in the event that the Pass-Through Rate for a class of Class A,
Class M or Class
B Certificates is based upon the related Available Funds Cap or the
related
Maximum Rate Cap, the sum of (A) the excess of (1) the amount of
interest that
such Class would have been entitled to receive on such Distribution
Date had the
Pass-Through Rate for that Class not been calculated based on the
related
Available Funds Cap or the related Maximum Rate Cap, up to but not
exceeding the
greater of (a) the related Maximum Rate Cap or (b) the sum of (i)
the related
Available Funds Cap and (ii) the product of (AA) a fraction, the
numerator of
which is 360 and the denominator of which is the actual number of
days in the
related Accrual Period and (BB) the sum of (x) the quotient
obtained by dividing
(I) an amount equal to the proceeds, if any, payable under the
related Corridor
Contract with respect to such Distribution Date by (II) the
aggregate
Certificate Principal Balance of each of the Classes of
Certificates to which
such Corridor Contract relates for such Distribution Date and (y)
the quotient
obtained by dividing (I) an amount equal to the sum of (xx) any Net
Swap
Payments owed by the Swap Counterparty for such Distribution Date
and (yy) any
Cap Payment owed by the Cap Contract Counterparty for such
Distribution Date by
(II) the aggregate Stated Principal Balance of the Mortgage Loans
as of the
immediately preceding Distribution Date over (2) the amount of
interest such
Class was entitled to receive on such Distribution Date based on
the related
Available Funds Cap; together with (B) the unpaid portion of any
such excess
from prior Distribution Dates (and interest accrued thereon at the
then
applicable Pass-Through Rate, without giving effect to the related
Available
Funds Cap or the related Maximum Rate Cap) and (C) any amount
previously
distributed with respect to Floating Rate Certificate Carryover for
such Class
that is recovered as a voidable preference by a trustee in
bankruptcy.
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.
Grantor Trusts: The grantor trusts described in Section 2.07
hereof.
Gross Margin: The percentage set forth in the related Mortgage Note
for
each of the Adjustable Rate Mortgage Loans which is to be added to
the
applicable index for use in determining the Mortgage Rate on each
Adjustment
Date, and which is set forth in the Mortgage Loan Schedule for each
Adjustable
Rate Mortgage Loan.
Group One: The portion of the Mortgage Pool identified as "Group
One" in
the Prospectus Supplement.
Group One Mortgage Loan: Any Mortgage Loan at any time identified
in the
Mortgage Loan Schedule attached hereto as Exhibit B as a Group One
Mortgage
Loan.
Group One Net WAC: The Net WAC of Group One.
Group One Principal Distribution Amount: As of any Distribution
Date, the
amount equal to the lesser of (i) the aggregate Certificate
Principal Balance of
the Class A-1 and Class R Certificates and (ii) the product of (x)
the Group One
Principal Distribution Percentage and (y) the Class A Principal
Distribution
Amount; provided, however, that with respect to any Distribution
Date on which
the Class A-1 and Class R Certificates are outstanding and the
Certificate
Principal Balance of the Class A-2 Certificates has been reduced to
zero, the
Group One Principal Distribution Amount will equal the Class A
Principal
Distribution Amount.
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Group One Principal Distribution Percentage: With respect to
any
Distribution Date, a fraction expressed as a percentage, the
numerator of which
is the amount of Principal Funds received with respect to Mortgage
Loans in
Group One and the denominator of which is the amount of Principal
Funds received
from all of the Mortgage Loans in the mortgage pool.
Group Two: The portion of the Mortgage Pool identified as "Group
Two" in
the Prospectus Supplement.
Group Two Mortgage Loan: Any Mortgage Loan at any time identified
in the
Mortgage Loan Schedule attached hereto as Exhibit B as a Group Two
Mortgage
Loan.
Group Two Net WAC: The Net WAC of Group Two.
Group Two Principal Distribution Amount: As of any Distribution
Date, the
amount equal to the lesser of (i) the aggregate Certificate
Principal Balance of
the Class A-2 Certificates and (ii) the product of (x) the Group
Two Principal
Distribution Percentage and (y) the Class A Principal Distribution
Amount;
provided, however, that (A) with respect to any Distribution Date
on which the
Class A 2 Certificates are outstanding and the Certificate
Principal Balances of
the Class A-1 and Class R Certificates is reduced to zero, the
Group One
Principal Distribution Amount in excess of the amount necessary to
reduce the
Certificate Principal Balance of the Class A-1 Certificates and
Class R
Certificates to zero will be applied to increase the Group Two
Principal
Distribution Amount and (B) with respect to any Distribution Date
thereafter,
the Group Two Principal Distribution Amount will equal the Class A
Principal
Distribution Amount.
Group Two Principal Distribution Percentage: With respect to
any
Distribution Date, a fraction expressed as a percentage, the
numerator of which
is the amount of Principal Funds received with respect to Mortgage
Loans in
Group Two and the denominator of which is the amount of Principal
Funds received
from all of the Mortgage Loans in the mortgage pool.
Indenture: An indenture relating to the issuance of NIM Notes.
Initial Adjustment Date: As to any Adjustable Rate Mortgage Loan,
the first
Adjustment Date following the origination of such Mortgage
Loan.
Initial Certificate Principal Balance: With respect to any
Certificate
(other than the Class P Certificates), the Certificate Principal
Balance of such
Certificate or any predecessor Certificate on the Closing Date as
set forth in
Section 5.01 hereof.
Initial Mortgage Rate: As to each Mortgage Loan, the Mortgage Rate
in
effect prior to the Initial Adjustment Date.
Initial Optional Termination Date: The first Distribution Date on
which the
aggregate Stated Principal Balance of the Mortgage Loans (or if
such Mortgage
Loan is an REO Property, the fair market value of such REO
Property) is equal to
or less than 10% of the aggregate Stated Principal Balance of the
Mortgage Loans
as of the Cut-off Date.
Insurance Policy: With respect to any Mortgage Loan or the
related
Mortgaged Property included in the Trust Fund, any insurance
policy, including
all riders and endorsements thereto in effect
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with respect to such Mortgage Loan or Mortgaged Property, including
any
replacement policy or policies for any insurance policies.
Insurance Proceeds: Proceeds paid in respect of a Mortgage Loan or
the
related Mortgaged Property pursuant to any Insurance Policy or any
other
insurance policy covering such Mortgage Loan or Mortgaged Property,
to the
extent such proceeds are payable to the mortgagee under the
Mortgage, the
Servicer or the Trustee under the deed of trust and are not applied
to the
restoration of the related Mortgaged Property or released either to
the
Mortgagor or to the holder of a senior lien on the related
Mortgaged Property in
accordance with the procedures that the Servicer would follow in
servicing
mortgage loans held for its own account, in each case other than
any amount
included in such Insurance Proceeds in respect of Insured
Expenses.
Insured Expenses: Expenses covered by an Insurance Policy or any
other
insurance policy with respect to a Mortgage Loan or the related
Mortgaged
Property.
Interest Carry Forward Amount: Any of the Class A-1 Interest Carry
Forward
Amount, the Class A-2A Interest Carry Forward Amount, the Class
A-2B Interest
Carry Forward Amount, the Class A-2C Interest Carry Forward Amount,
the Class
A-2D Interest Carry Forward Amount, the Class R Interest Carry
Forward Amount,
the Class M-1 Interest Carry Forward Amount, the Class M-2 Interest
Carry
Forward Amount, the Class M-3 Interest Carry Forward Amount, the
Class M-4
Interest Carry Forward Amount, the Class M-5 Interest Carry Forward
Amount, the
Class M-6 Interest Carry Forward Amount, the Class B-1 Interest
Carry Forward
Amount, the Class B-2 Interest Carry Forward Amount, the Class B-3
Interest
Carry Forward Amount, the Class B-4 Interest Carry Forward Amount
or the Class C
Interest Carry Forward Amount, as the case may be.
Interest Determination Date: With respect to the LIBOR
Certificates, (i)
for any Accrual Period other than the first Accrual Period, the
second LIBOR
Business Day preceding the commencement of such Accrual Period and
(ii) for the
first Accrual Period, February 26, 2007.
Interest Funds: With respect to any Distribution Date, the sum,
without
duplication, of (1) all scheduled interest due during the related
Due Period and
received before the related Servicer Remittance Date or advanced on
or before
the related Servicer Remittance Date less the Servicing Fee, (2)
all Advances
relating to interest with respect to the Mortgage Loans, (3) all
Compensating
Interest with respect to the Mortgage Loans, (4) Liquidation
Proceeds with
respect to the Mortgage Loans (to the extent such Liquidation
Proceeds relate to
interest) collected during the related Prepayment Period, (5) all
proceeds of
any purchase pursuant to Section 2.02 or 2.03 during the related
Prepayment
Period or pursuant to Section 9.01 not later than the related
Determination Date
(to the extent that such proceeds relate to interest) less the
Servicing Fee and
(6) all Prepayment Charges received with respect to the Mortgage
Loans during
the related Prepayment Period, less (A) all Non-Recoverable
Advances relating to
interest and (B) other amounts reimbursable (including without
limitation
indemnity payments) to the Servicer and the Trustee pursuant to
this Agreement
allocable to interest.
Issuing Entity: First Franklin Mortgage Loan Trust, Series
2007-FF2.
Latest Possible Maturity Date: The latest maturity date for any
Mortgage
Loan in the Trust Fund plus one year.
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LIBOR Business Day: Any day on which banks in the City of London,
England,
Chicago, Illinois and New York City, U.S.A. are open and conducting
transactions
in foreign currency and exchange.
LIBOR Certificates: The Class A, Class M and Class B
Certificates.
Liquidated Loan: With respect to any Distribution Date, a
defaulted
Mortgage Loan that either (a) pursuant to Section 3.12 has been
realized upon or
liquidated through deed-in-lieu of foreclosure, foreclosure sale,
trustee's sale
or other realization as provided by applicable law governing the
real property
subject to the related Mortgage and any security agreements and as
to which the
Servicer has certified (in accordance with Section 3.12) in the
related
Prepayment Period that it has received all amounts it expects to
receive in
connection with such liquidation or (b) as to which is not a first
lien Mortgage
Loan and is delinquent 180 days or longer, the Servicer has
certified in a
certificate of an officer of the Servicer delivered to the
Depositor and the
Trustee that it does not believe that there is a reasonable
likelihood that any
further net proceeds will be received or recovered with respect to
such Mortgage
Loan.
Liquidation Proceeds: Amounts, including Insurance Proceeds,
received in
connection with the partial or complete liquidation of Mortgage
Loans, whether
through trustee's sale, foreclosure sale, sale by the Servicer
pursuant to this
Agreement or otherwise or amounts received in connection with any
condemnation
or partial release of a Mortgaged Property and any other proceeds
received in
connection with an REO Property, less the sum of related
unreimbursed Advances,
Servicing Fees, Servicing Advances and any other expenses related
to such
Mortgage Loan.
Loan-to-Value Ratio: With respect to any Mortgage Loan, the
fraction,
expressed as a percentage, the numerator of which is the original
principal
balance of the related Mortgage Loan and the denominator of which
is the lesser
of (X) the Appraised Value of the related Mortgaged Property and
(Y) the sales
price of the related Mortgaged Property at the time of
origination.
Losses: Any losses, claims, damages, liabilities or expenses
collectively.
Lower Tier REMIC: As described in the Preliminary Statement and
Section
2.07.
Lower Tier REMIC Interests: Each of the Class LTA-1 Interest, the
Class
LTA-2A Interest, the Class LTA-2B Interest, the Class LTA-2C
Interest, the Class
LTA-2D Interest, the Class LTM-1 Interest, the Class LTM-2
Interest, the Class
LTM-3 Interest, the Class LTM-4 Interest, the Class LTM-5 Interest,
the Class
LTM-6 Interest, the Class LTB-1 Interest, the Class LTB-2 Interest,
the Class
LTB-3 Interest, the Class LTB-4 Interest, the Class LTIX Interest,
the Class
LTIIX Interest, the Class LTII1A Interest, the Class LTII1B
Interest, the Class
LTII2A Interest, the Class LTII2B Interest, the Class LT-IO
Interest and the
Class LTR Interest.
Lower Tier REMIC I Marker Interests: Each of the classes of Lower
Tier
REMIC Regular Interests other than the Class LTIX Interest, the
Class LTIIX
Interest, the Class LTII1A Interest, the Class LTII1B Interest, the
Class LTII2A
Interest, the Class LTII2B Interest and the Class LT-IO
Interest.
Lower Tier REMIC II Marker Interests: Each of the Class LTII1A
Interest,
the Class LTII1B Interest, the Class LTII2A Interest and the Class
LTII2B
Interest.
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Lower Tier REMIC Regular Interests: Each of the Lower Tier REMIC
Interests
other than the Class LTR Interest.
Lower Tier REMIC Subordinated Balance Ratio: The ratio of (i) the
principal
balance of the Class LTII1A Interest to (ii) the principal balance
of the Class
LTII2A Interest that is equal to the ratio of (i) the excess of (A)
the
aggregate Stated Principal Balance of Group One over (B) the
current Certificate
Principal Balance of the Class A-1 and Class R Certificates to (ii)
the excess
of (A) the aggregate Stated Principal Balance of Group Two over (B)
the current
Certificate Principal Balance of the Class A-2 Certificates.
Maximum Mortgage Rate: With respect to each Adjustable Rate
Mortgage Loan,
the maximum rate of interest set forth as such in the related
Mortgage Note and
with respect to each Fixed Rate Mortgage Loan, the rate of interest
set forth in
the related Mortgage Note.
Maximum Rate Cap: Any of the Class A-1 Maximum Rate Cap, the Class
A-2
Maximum Rate Cap or the Weighted Average Maximum Rate Cap.
MERS: Mortgage Electronic Registration Systems, Inc., a
corporation
organized and existing under the laws of the State of Delaware, or
any successor
thereto.
MERS
Loan: Any Mortgage Loan registered with MERS on the MERS
System.
MERS
System: The system of recording transfers of mortgage
electronically
maintained by MERS.
MIN:
The loan number for any MERS Loan.
Minimum Mortgage Rate: With respect to each Adjustable Rate
Mortgage Loan,
the minimum rate of interest set forth as such in the related
Mortgage Note.
Minimum Required Overcollateralization Amount: An amount equal to
the
product of (x) 0.50% and (y) the Stated Principal Balance of the
Mortgage Loans
as of the Cut-off Date.
MOM
Loan: Any Mortgage Loan as to which MERS is acting as mortgagee,
solely
as nominee for the originator of such Mortgage Loan and its
successors and
assigns.
Monthly Statement: The statement delivered to the
Certificateholders
pursuant to Section 4.05.
Moody's: Moody's Investors Service, Inc. or any successor in
interest.
Mortgage: With respect
to a Mortgage Loan, the mortgage, deed of trust or
other instrument with all riders thereto creating a first lien or a
first
priority ownership interest in an estate in fee simple in real
property securing
a Mortgage Note.
Mortgage File: The mortgage documents listed in Section 2.01
hereof
pertaining to a particular Mortgage Loan and any additional
documents delivered
to the Trustee to be added to the Mortgage File pursuant to this
Agreement.
Mortgage Group: Either of Group One or Group Two.
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Mortgage Loan Schedule: The list of Mortgage Loans (as from time to
time
amended by the Trustee to reflect the deletion of Deleted Mortgage
Loans and the
addition of Replacement Mortgage Loans pursuant to the provisions
of this
Agreement) transferred to the Trustee as part of the Trust Fund and
from time to
time subject to this Agreement, attached hereto as Exhibit B,
setting forth the
following information with respect to each Mortgage Loan:
(i) the loan
number;
(ii) the borrower's name and address;
(iii) the unpaid principal balance of the Mortgage Loans;
(iv) the Initial Mortgage Rate;
(v) the original
maturity date and the months remaining before
maturity date;
(vi) the original principal balance;
(vii) the Cut-off Date Principal Balance;
(viii) the first payment due date of the Mortgage Loan;
(ix) the Loan-to-Value Ratio at origination with respect to a
Mortgage Loan;
(x) a code indicating
whether the residential dwelling at the time of
origination was represented to be owner-occupied;
(xi) a code indicating the property type;
(xii) with respect to each Adjustable Rate Mortgage Loan;
(A) the frequency of
each Adjustment Date;
(B) the next
Adjustment Date;
(C) the Maximum
Mortgage Rate;
(D) the Minimum Mortgage Rate;
(E) the Mortgage Rate
as of the Cut-off Date;
(F) the related
Periodic Rate Cap;
(G) the Gross Margin;
and
(H) the lifetime rate
cap;
(xiii) the location of the related Mortgaged Property;
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(xiv) a code indicating whether a Prepayment Charge is
applicable;
(A) the period during
which such Prepayment Charge is in effect;
(B) the amount of such
Prepayment Charge;
(C) any limitations or
other conditions on the enforceability of
such Prepayment Charge; and
(D) any other
information pertaining to the Prepayment Charge
specified in the related Mortgage Note;
(xv) the Credit Score and date obtained;
(xvi) the MIN; and
(xvii) a code indicating the Seller of the Mortgage Loan to the
Depositor.
Mortgage Loans: Such of the mortgage loans transferred and assigned
to the
Trustee pursuant to the provisions hereof as from time to time are
held as a
part of the Trust Fund (including any REO Property), the mortgage
loans so held
being identified in the Mortgage Loan Schedule, notwithstanding
foreclosure or
other acquisition of title of the related Mortgaged Property. Any
mortgage loan
that was intended by the parties hereto to be transferred to the
Trust Fund as
indicated by such Mortgage Loan Schedule which is in fact not so
transferred for
any reason shall continue to be a Mortgage Loan hereunder until the
Purchase
Price with respect thereto has been paid to the Trust Fund.
Mortgage Note: The original executed note or other evidence of
indebtedness
evidencing the indebtedness of a Mortgagor under a Mortgage Loan
and all
amendments, modifications and attachments thereto with all riders
attached
thereto.
Mortgage Pool: The aggregate of the Mortgage Loans identified in
the
Mortgage Loan Schedule.
Mortgage Rate: The annual rate of interest borne by a Mortgage Note
from
time to time.
Mortgaged Property: The underlying property securing a Mortgage
Loan.
Mortgagor: The obligor on a Mortgage Note.
Net
Mortgage Rate: As to each Mortgage Loan, and at any time, the per
annum
rate equal to the then current Mortgage Rate less the Servicing Fee
Rate.
Net
Rate: The per annum rate set forth in footnote 8 to the description
of
the Lower Tier REMIC in the Preliminary Statement hereto (such rate
being based
on the weighted average of the interest rates on the SWAP REMIC
Regular
Interests as adjusted and as set forth in such footnote).
Net
Swap Payment: With respect to any Distribution Date, any net
payment
(other than a Swap Termination Payment or Defaulted Swap
Termination Payment)
made by the Supplemental Interest Trust to the Swap Counterparty on
the related
Fixed Rate Payer Payment Date (as defined in the Swap Agreement) or
made by the
Swap Counterparty to the Supplemental Interest Trust on the related
Floating
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Rate Payer Payment Date (as defined in the Swap Agreement). In each
case, the
Net Swap Payment shall not be less than zero.
Net
WAC: With respect to any Distribution Date and for any Mortgage
Group,
the weighted average Net Mortgage Rate for the Mortgage Loans in
such Mortgage
Group calculated based on the respective Net Mortgage Rates and the
Stated
Principal Balances of such Mortgage Loans as of the preceding
Distribution Date
(or, in the case of the first Distribution Date, as of the Cut-off
Date).
NIM
Notes: The net interest margin or excess cashflow securities to
be
issued pursuant to any Indenture.
Non-Recoverable Advance: Any portion of an Advance previously made
or
proposed to be made by the Servicer that, in the good faith
judgment of the
Servicer, will not or, in the case of a current delinquency, would
not, be
ultimately recoverable by the Servicer from the related Mortgagor,
related
Liquidation Proceeds or otherwise related to the Mortgage
Loans.
Non-Recoverable Servicing Advance: Any portion of a Servicing
Advance
previously made or proposed to be made by the Servicer that, in the
good faith
judgment of the Servicer, will not or, in the case of a current
Servicing
Advance, would not, be ultimately recoverable by the Servicer from
the related
Mortgagor, related Liquidation Proceeds or otherwise related to the
Mortgage
Loans.
Non-Supported Interest Shortfall: As defined in Section 4.02.
Offered Certificates: The Class A, Class M, Class B-1, Class B-2
and Class
B-3 Certificates.
Officer's Certificate: A certificate (1) signed by the Chairman of
the
Board, the Vice Chairman of the Board, the President, a vice
president (however
denominated), an Assistant Vice President, the Treasurer, the
Secretary, or one
of the assistant treasurers or assistant secretaries of the
Depositor, or
Trustee, the Servicer (or any other officer customarily performing
functions
similar to those performed by any of the above designated officers
and to whom,
with respect to a particular matter, such matter is referred
because of such
officer's knowledge of and familiarity with a particular subject)
or (2), if
provided for in this Agreement, signed by a Servicing Officer, as
the case may
be, and delivered to the Depositor, the Servicer or the Trustee, as
the case may
be, as required by this Agreement.
One-Month LIBOR: With respect to any Accrual Period, the rate
determined by
the Trustee on the related Interest Determination Date on the basis
of (a) the
offered rates for one-month United States dollar deposits, as such
rates appear
on Telerate page 3750, as of 11:00 a.m. (London time) on such
Interest
Determination Date or (b) if such rate does not appear on Telerate
Page 3750 as
of 11:00 a.m. (London time), the offered rates of the Reference
Banks for
one-month United States dollar deposits, as such rates appear on
the Reuters
Screen LIBO Page, as of 11:00 a.m. (London time) on such Interest
Determination
Date. If One-Month LIBOR is determined pursuant to clause (b)
above, on each
Interest Determination Date, One-Month LIBOR for the related
Accrual Period will
be established by the Trustee as follows:
(i) If on such
Interest Determination Date two or more Reference
Banks provide such offered quotations, One-Month LIBOR for the
related Accrual Period shall be the arithmetic mean of such
offered quotations (rounded upwards if necessary to the nearest
whole multiple of 0.03125%).
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(ii) If on such Interest Determination Date fewer than two
Reference
Banks provide such offered quotations, One-Month LIBOR for the
related Accrual Period shall be the higher of (i) One-Month
LIBOR
as determined on the previous Interest Determination Date and
(ii) the Reserve Interest Rate.
Opinion of Counsel: A written opinion of counsel, who may be
counsel for
the Depositor or the Servicer reasonably acceptable to each
addressee of such
opinion; provided, however, that with respect to Section 6.04 or
10.01, or the
interpretation or application of the REMIC Provisions, such counsel
must (1) in
fact be independent of the Depositor and the Servicer, (2) not have
any direct
financial interest in the Depositor or the Servicer or in any
Affiliate of
either such party, and (3) not be connected with the Depositor or
the Servicer
as an officer, employee, promoter, underwriter, trustee, partner,
director or
person performing similar functions.
Optional Termination: The termination of the Trust Fund hereunder
pursuant
to clause (a) of Section 9.01 hereof.
Optional Termination Amount: The repurchase price received by the
Trustee
in connection with any repurchase of all of the Mortgage Loans
pursuant to
Section 9.01.
Optional Termination Price: On any date after the Initial
Optional
Termination Date an amount equal to the sum of (i) the then
aggregate
outstanding Stated Principal Balance of the Mortgage Loans (or, if
such Mortgage
Loan is an REO Property, the fair market value of such REO
Property) plus
accrued interest thereon at the applicable Mortgage Rate through
the Due Date in
the month in which the proceeds of the auction will be distributed
on the
Certificates; (ii) any unreimbursed indemnity amounts, fees or
out-of-pocket
costs and expenses owed to the Trustee (including any amounts
incurred by the
Trustee in connection with conducting such auction) or the Servicer
and all
unreimbursed Advances and Servicing Advances, in each case incurred
by such
party in the performance of its obligations; (iii) any unreimbursed
costs,
penalties and/or damages incurred by the Trust Fund in connection
with any
violation relating to any of the Mortgage Loans of any predatory or
abusive
lending law; and (iv) any unpaid Net Swap Payments and any Swap
Termination
Payment owed to the Swap Counterparty; such Swap Termination
Payment shall
include any payment to the Swap Counterparty resulting from the
optional
termination of the Swap Agreement after the Optional Termination
Date but prior
to the final distribution to the Certificates.
Originator: First Franklin, which at the time of origination of
the
Mortgage Loans was a division of National City Bank.
OTS:
The Office of Thrift Supervision.
Outstanding: With respect to the Certificates as of any date of
determination, all Certificates theretofore executed and
authenticated under
this Agreement except: (1) Certificates theretofore canceled by the
Trustee or
delivered to the Trustee for cancellation; and (2) Certificates in
exchange for
which or in lieu of which other Certificates have been executed by
the Trustee
and delivered by the Trustee pursuant to this Agreement.
Outstanding Mortgage Loan: As of any Distribution Date, a Mortgage
Loan
with a Stated Principal Balance greater than zero that was not the
subject of a
Principal Prepayment in full, and that did not become a Liquidated
Loan, prior
to the end of the related Due Period.
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Overcollateralization Amount: As of any date of determination, the
excess
of (1) the Stated Principal Balance of the Mortgage Loans over (2)
the
Certificate Principal Balance of the Certificates (other than the
Class P
Certificates and the Class C Certificates).
Ownership Interest: As to any Certificate, any ownership 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.
Pass-Through Rate: With respect to any Class of Certificates,
the
corresponding Pass-Through Rate for such Class of Certificates.
Percentage Interest:
With respect to:
(i) any Class, the
percentage interest in the undivided beneficial
ownership interest evidenced by such Class which shall be equal
to the Certificate Principal Balance of such Class divided by
the
aggregate Certificate Principal Balance of all Classes; and
(ii) any Certificate, the Percentage Interest evidenced thereby of
the
related Class shall equal the percentage obtained by dividing
the
Denomination of such Certificate by the aggregate of the
Denominations of all Certificates of such Class; except that in
the case of any Class P Certificates, the Percentage Interest
with respect to such Certificate shown on the face of such
Certificate.
Periodic Rate Cap: As to each Adjustable Rate Mortgage Loan and the
related
Mortgage Note, the provision therein that limits permissible
increases and
decreases in the Mortgage Rate on any Adjustment Date.
Permitted Activities: The primary activities of the Issuing Entity
created
pursuant to this Agreement which shall be:
(i) holding Mortgage
Loans transferred from the Depositor and other
assets of the Issuing Entity, including the Corridor Contracts,
Corridor Contract Account and the Supplemental Interest Trust
subtrust, which in turn holds the Swap Agreement and the Cap
Contract, and any credit enhancement and passive derivative
financial instruments that pertain to beneficial interests
issued
or sold to parties other than the Depositor, its Affiliates, or
its agents;
(ii) issuing Certificates and other interests in the assets of
the
Issuing Entity;
(iii) through the appropriate subtrust, as applicable,
receiving
collections on the Mortgage Loans, the Swap Agreement and the
Cap
Contract and making payments on such Certificates and interests
in accordance with the terms of this Agreement; and
(iv) engaging in other activities that are necessary or incidental
to
accomplish these limited purposes, which activities cannot be
contrary to the status of the Issuing Entity as a qualified
special purpose entity under existing accounting literature.
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Permitted Investments: At any time, any one or more of the
following
obligations and securities:
(i) obligations of the
United States or any agency thereof, provided
the timely payment of such obligations is backed by the full
faith and credit of the United States;
(ii) general obligations of or obligations guaranteed by any state
of
the United States or the District of Columbia receiving the
highest long-term debt rating of each Rating Agency rating the
Certificates;
(iii) commercial or finance company paper, other than commercial
or
finance company paper issued by the Depositor, the Trustee or
any
of their Affiliates, which is then receiving the highest
commercial or finance company paper rating of each such Rating
Agency;
(iv) certificates of deposit, demand or time deposits, or
bankers'
acceptances (other than banker's acceptances issued by the
Trustee or any of its Affiliates) issued by any depository
institution or trust company incorporated under the laws of the
United States or of any state thereof and subject to
supervision
and examination by federal and/or state banking authorities,
provided that the commercial paper and/or long term unsecured
debt obligations of such depository institution or trust
company
are then rated one of the two highest long-term and the highest
short-term ratings of each such Rating Agency for such
securities;
(v) demand or time
deposits or certificates of deposit issued by any
bank or trust company or savings institution to the extent that
such deposits are fully insured by the FDIC;
(vi) guaranteed reinvestment agreements issued by any bank,
insurance
company or other corporation rated in the two highest long-term
or the highest short-term ratings of each Rating Agency
containing, at the time of the issuance of such agreements,
such
terms and conditions as will not result in the downgrading or
withdrawal of the rating then assigned to the Certificates by
any
such Rating Agency as evidenced by a letter from each Rating
Agency;
(vii) repurchase obligations with respect to any security described
in
clauses (i) and (ii) above, in either case entered into with a
depository institution or trust company (acting as principal)
described in clause (v) above;
(viii) securities (other than stripped bonds, stripped coupons
or
instruments sold at a purchase price in excess of 115% of the
face amount thereof) bearing interest or sold at a discount
issued by any corporation, other than the Trustee or any of its
Affiliates, incorporated under the laws of the United States or
any state thereof which, at the time of such investment, have
one
of the two highest long term ratings of each Rating Agency;
(ix) interests in any money market fund (including those managed
or
advised by the Trustee or its Affiliates), which at the date of
acquisition of the interests in such
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fund and throughout the time such interests are held in such
fund
has the highest applicable long term rating by each Rating
Agency
rating such fund; and
(x) short term
investment funds sponsored by any trust company or
national
banking association incorporated under the laws of the
United States or any state thereof, other than the Trustee or
any
of its Affiliates, which on the date of acquisition has been
rated by each such Rating Agency in their respective highest
applicable rating category;
provided, that no such instrument shall be a Permitted Investment
if such
instrument (i) evidences the right to receive interest only
payments with
respect to the obligations underlying such instrument, (ii) is
purchased at a
premium or above par or (iii) is purchased at a deep discount;
provided,
further, that no such instrument shall be a Permitted Investment
(A) if such
instrument evidences principal and interest payments derived from
obligations
underlying such instrument and the interest payments with respect
to such
instrument provide a yield to maturity of greater than 120% of the
yield to
maturity at par of such underlying obligations, or (B) if it may be
redeemed at
a price below the purchase price (the foregoing clause (B) not to
apply to
investments in units of money market funds pursuant to clause (ix)
above); and
provided, further, (I) that no amount beneficially owned by any
REMIC
(including, without limitation, any amounts collected by the
Servicer but not
yet deposited in the Collection Account) may be invested in
investments (other
than money market funds) treated as equity interests for Federal
income tax
purposes, unless the Servicer shall receive an Opinion of Counsel,
at the
expense of the party requesting that such investment be made, to
the effect that
such investment will not adversely affect the status of the any
REMIC provided
for herein as a REMIC under the Code or result in imposition of a
tax on the
Issuing Entity or any REMIC provided for herein and (II) each such
investment
must be a "permitted investment" within the meaning of Section
860G(a)(5) of the
Code. Permitted Investments that are subject to prepayment or call
may not be
purchased at a price in excess of par.
Permitted Transferee: Any Person other than (i) the United States,
any
State or political subdivision thereof, or any agency or
instrumentality of any
of the foregoing, (ii) a foreign government, International
Organization or any
agency or instrumentality of either of the foregoing, (iii) an
organization
(except certain farmers' cooperatives described in Section 521 of
the Code) that
is exempt from tax imposed by Chapter 1 of the Code (including the
tax imposed
by Section 511 of the Code on unrelated business taxable income) on
any excess
inclusions (as defined in Section 860E(c)(1) of the Code) with
respect to the
Class R Certificate, (iv) rural electric and telephone cooperatives
described in
Section 1381(a)(2)(C) of the Code, and (v) a Person that is not a
citizen or
resident of the United States, a corporation or partnership (or
other entity
treated as a corporation or partnership for United States federal
income tax
purposes) created or organized in or under the laws of the United
States or any
State thereof or the District of Columbia or an estate whose income
from sources
without the United States is includable in gross income for United
States
federal income tax purposes regardless of its connection with the
conduct of a
trade or business within the United States, or a trust if a court
within the
United States is able to exercise primary supervision over the
administration of
the trust and one or more United States persons have authority to
control all
substantial decisions of the trust, unless, in the case of this
clause (v), such
Person has furnished the transferor and the Trustee with a duly
completed
Internal Revenue Service Form W-8ECI or applicable successor form.
The terms
"United States," "State" and "International Organization" shall
have the
meanings set forth in Section 7701 of the Code. A corporation will
not be
treated as an instrumentality of the United States or of any State
thereof for
these purposes if all of its activities are subject to tax and,
with the
exception of the Federal Home Loan Mortgage Corporation, a majority
of its board
of directors is not selected by such government unit.
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Person: Any individual, corporation, partnership, limited
liability
company, joint venture, association, joint-stock company, trust,
unincorporated
organization or government, or any agency or political subdivision
thereof.
Pool
Stated Principal Balance: As to any Distribution Date, the
aggregate
of the Stated Principal Balances, as of such Distribution Date, of
the Mortgage
Loans that were Outstanding Mortgage Loans as of such date.
Posted Collateral: As defined in the Swap Agreement, the Cap
Contract or
the Corridor Contracts, as applicable.
Prepayment Assumption: A rate of prepayment, as described in the
Prospectus
Supplement in the definition of "Modeling Assumptions," relating to
the Offered
Certificates.
Prepayment Charges: Any prepayment premium or charge payable by a
Mortgagor
in connection with any Principal Prepayment on a Mortgage Loan
pursuant to the
terms of the related Mortgage Note or Mortgage, as applicable.
Prepayment Interest Excess: With respect to any Servicer Remittance
Date,
for each Mortgage Loan that was the subject of a Principal
Prepayment in full
during the portion of the related Prepayment Period occurring
between the first
day of the calendar month in which such Servicer Remittance Date
occurs and the
last day of the related Prepayment Period, an amount equal to
interest (to the
extent received) at the applicable Net Mortgage Rate on the amount
of such
Principal Prepayment for the number of days commencing on the first
day of the
calendar month in which such Servicer Remittance Date occurs and
ending on the
date on which such Principal Prepayment is so applied.
Prepayment Interest Shortfall: With respect to any Distribution
Date, for
each Mortgage Loan that was the subject of a Principal Prepayment
in full (other
than a Principal Prepayment in full resulting from the purchase of
a Mortgage
Loan pursuant to Section 2.02, 2.03 or 9.01 hereof and other than a
Principal
Prepayment in full on a Mortgage Loan received during the period
from and
including the first day to and including the 14th day of the month
of such
Distribution Date), the amount, if any, by which (i) one month's
interest at the
applicable Net Mortgage Rate on the Stated Principal Balance of
such Mortgage
Loan as of the preceding Distribution Date exceeds (ii) the amount
of interest
paid or collected in connection with such Principal Prepayment.
Prepayment Period: With respect to any Distribution Date, the
period
beginning with the opening of business on the 15th day of the
calendar month
preceding the month in which such Distribution Date occurs (or in
the case of
the first Distribution Date, beginning with the opening of business
on the
Cut-off Date) and ending on the close of business on the 14th day
of the month
in which such Distribution Date occurs.
Principal Distribution Amount: With respect to each Distribution
Date, the
sum of (i) the Principal Funds for such Distribution Date and (ii)
any Extra
Principal Distribution Amount for such Distribution Date.
Principal Funds: With respect to the Mortgage Loans and any
Distribution
Date, the sum, without duplication, of (1) the scheduled principal
due during
the related Due Period and received before the related Servicer
Remittance Date
or advanced on or before the related Servicer Remittance Date,
(2)
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prepayments in full collected in the related Prepayment Period, (3)
the Stated
Principal Balance of each Mortgage Loan that was purchased by the
Depositor or
the Servicer during the related Prepayment Period or, in the case
of a purchase
pursuant to Section 9.01, on the Business Day prior to such
Distribution Date,
(4) the amount, if any, by which the aggregate unpaid principal
balance of any
Replacement Mortgage Loan is less than the aggregate unpaid
principal of the
related Deleted Mortgage Loans delivered by the Sponsor in
connection with a
substitution of a Mortgage Loan pursuant to Section 2.03(c), (5)
all Liquidation
Proceeds collected during the related Prepayment Period (to the
extent such
Liquidation Proceeds relate to principal and represent payment in
full), (6) all
Subsequent Recoveries received during the related Due Period and
(7) all other
collections and recoveries in respect of principal, including any
partial
prepayments of principal, during the related Due Period, less (A)
all
Non-Recoverable Advances relating to principal with respect to the
Mortgage
Loans and (B) other amounts reimbursable (including without
limitation indemnity
payments) to the Servicer and the Trustee pursuant to this
Agreement allocable
to principal.
Principal Prepayment: Any Mortgagor payment or other recovery of
(or
proceeds with respect to) principal on a Mortgage Loan (including
Mortgage Loans
purchased or repurchased under Sections 2.02, 2.03 and 9.01 hereof)
that is
received or recovered in advance of its scheduled Due Date and is
not
accompanied by an amount as to interest representing scheduled
interest due on
any date or dates in any month or months subsequent to the month of
prepayment.
Partial Principal Prepayments shall be applied by the Servicer in
accordance
with the terms of the related Mortgage Note.
Prospectus Supplement: The Prospectus Supplement dated February 27,
2007,
relating to the public offering of the Offered Certificates.
PUD:
A Planned Unit Development.
Purchase Agreement: The Mortgage Loan Purchase Agreement, dated as
of
February 1, 2007, between the Depositor and FFFC.
Purchase Price: With respect to any Mortgage Loan required to
be
repurchased by the Sponsor or the Transferor pursuant to Section
2.02 or 2.03
hereof, an amount equal to the sum of (i) 100% of the unpaid
principal balance
of the Mortgage Loan as of the date of such purchase together with
any
unreimbursed Servicing Advances, (ii) accrued interest thereon at
the applicable
Mortgage Rate from (a) the date through which interest was last
paid by the
Mortgagor to (b) the Due Date in the month in which the Purchase
Price is to be
distributed to Certificateholders and (iii) any unreimbursed costs,
penalties
and/or damages incurred by the Issuing Entity in connection with
any violation
relating to such Mortgage Loan of any predatory or abusive lending
law.
QIB:
A "qualified institutional buyer" within the meaning of Rule
144A.
Rating Agency: Either of S&P or Moody's. If any such
organization or its
successor is no longer in existence, "Rating Agency" shall be a
nationally
recognized statistical rating organization, or other comparable
Person,
designated by the Depositor, notice of which designation shall be
given to the
Trustee. References herein to a given rating category of a Rating
Agency shall
mean such rating category without giving effect to any
modifiers.
Rating Agency Condition: As defined in the Swap Agreement.
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Realized Loss: With respect to (1) a Liquidated Loan, the amount,
if any,
by which the Stated Principal Balance and accrued interest thereon
at the Net
Mortgage Rate exceeds the amount actually recovered by the Servicer
with respect
thereto (net of reimbursement of Advances and Servicing Advances)
at the time
such Mortgage Loan became a Liquidated Loan or (2) with respect to
a Mortgage
Loan which is not a Liquidated Loan, any amount of principal that
the Mortgagor
is no longer legally required to pay (except for the extinguishment
of debt that
results from the exercise of remedies due to default by the
Mortgagor).
Record Date: With respect to the first Distribution Date, the
Closing Date.
With respect to any other Distribution Date, the close of business
on the last
Business Day of the month preceding the month in which the
applicable
Distribution Date occurs.
Reference Banks: Barclays Bank PLC, JPMorgan Chase Bank, N.A.,
Citibank,
N.A., Wells Fargo Bank, N.A. and NatWest, N.A.; provided that if
any of the
foregoing banks are not suitable to serve as a Reference Bank, then
any leading
banks selected by the Trustee which are engaged in transactions in
Eurodollar
deposits in the international Eurocurrency market (i) with an
established place
of business in London, England, (ii) whose quotations appear on the
Reuters
Screen LIBO Page on the relevant Interest Determination Date and
(iii) which
have been designated as such by the Servicer.
Regular Certificate: Any one of the Class A, Class M and Class
B
Certificates.
Regulation AB: Subpart 229.1100 - Asset Backed Securities
(Regulation AB),
17 C.F.R. Sections 229.1100-229.1123, as such may be amended from
time to time,
and subject to such clarification and interpretation as have been
provided by
the Commission in the adopting release (Asset-Backed Securities,
Securities Act
Release No. 33-8518, 70 Fed Reg. 1,506, 1.531 (Jan. 7, 2005)) or by
the staff of
the Commission, or as may be provided by the Commission or its
staff from time
to time.
Regulation S: Regulation S promulgated under the Securities Act or
any
successor provision thereto, in each case as the same may be
amended from time
to time; and all references to any rule, section or subsection of,
or definition
or term contained in, Regulation S means such rule, section,
subsection,
definition or term, as the case may be, or any successor thereto,
in each case
as the same may be amended from time to time.
Regulation S Book-Entry Certificates: Certificates sold in
offshore
transactions in reliance on Regulation S in the form of one or more
permanent
global Certificates in definitive, fully registered form without
interest
coupons, which shall be deposited on behalf of the subscribers for
such
Certificates represented thereby with the Trustee, as custodian for
DTC and
registered in the name of a nominee of DTC.
Related Certificates: For each interest in the Upper Tier REMIC,
the Class
of Certificates listed on the same row in the table entitled "Upper
Tier REMIC"
in the Preliminary Statement.
Relief Act: The Servicemembers Civil Relief Act or any similar
state or
local law.
Relief Act Shortfall: With respect to any Distribution Date and
any
Mortgage Loan, any reduction in the amount of interest or principal
collectible
on such Mortgage Loan for the most recently ended calendar month as
a result of
the application of the Relief Act.
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REMIC: A "real estate mortgage investment conduit" within the
meaning of
section 860D of the Code. References herein to "the REMICs" or "a
REMIC" shall
mean any of (or, as the context requires, all of) the SWAP REMIC,
the Lower Tier
REMIC and the Upper Tier REMIC.
REMIC Pass-Through Rate: In the case of a Class of the Class A,
Class M and
Class B Certificates, the Upper Tier REMIC Net WAC Cap for the
Corresponding
REMIC Regular Interest.
REMIC Provisions: Provisions of the federal income tax law relating
to real
estate mortgage investment conduits, which appear at sections 860A
through 860G
of Subchapter M of Chapter 1 of the Code, and related provisions,
and proposed,
temporary and final regulations and published rulings, notices and
announcements
promulgated thereunder, as the foregoing may be in effect from time
to time as
well as provisions of applicable state laws.
REMIC Regular Interests: Each of the interests in the Upper Tier
REMIC as
set forth in the Preliminary Statement other than the Residual
Interest.
REMIC SWAP Rate: For each Distribution Date (and the related
Accrual
Period), a per annum rate equal to the Fixed Rate under the Swap
Agreement for
such Distribution Date, as set forth in the Prospectus
Supplement.
Remittance Report: As defined in Section 4.04(j) hereof.
REO
Property: A Mortgaged Property acquired by the Servicer, on behalf
of
the Trustee for the benefit of the Certificateholders, through
foreclosure or
deed-in-lieu of foreclosure in connection with a defaulted
Mortgage
Loan.
Replacement Mortgage Loan: One or more Mortgage Loans substituted
by the
Depositor for a Deleted Mortgage Loan, which must, on the date of
such
substitution, as confirmed in a Request for Release substantially
in the form of
Exhibit I, (1) have a Stated Principal Balance (or in the case of a
substitution
of more than one Mortgage Loan for a Deleted Mortgage Loan, an
aggregate Stated
Principal Balance), after deduction of the principal portion of the
Scheduled
Payment due in the month of substitution, not in excess of, and not
less than
90% of the Stated Principal Balance of the Deleted Mortgage Loan;
(2) with
respect to any Fixed Rate Mortgage Loan, have a Mortgage Rate not
less than or
no more than 1% per annum higher than the Mortgage Rate of the
Deleted Mortgage
Loan and, with respect to any Adjustable Rate Mortgage Loan: (A)
have a Maximum
Mortgage Rate no more than 1% per annum higher or lower than the
Maximum
Mortgage Rate of the Deleted Mortgage Loan; (B) have a Minimum
Mortgage Rate no
more than 1% per annum higher or lower than the Minimum Mortgage
Rate of the
Deleted Mortgage Loan; (C) have the same index and Periodic Rate
Cap as that of
the Deleted Mortgage Loan and a Gross Margin not more than 1% per
annum higher
or lower than that of the Deleted Mortgage Loan; (D) not permit
conversion of
the related Mortgage Rate to a fixed Mortgage Rate and (F)
currently be accruing
interest at a rate not more than 1% per annum higher or lower than
that of the
Deleted Mortgage Loan; (3) have a similar or higher FICO score or
credit grade
than that of the Deleted Mortgage Loan; (4) have a Loan-to-Value
Ratio no higher
than that of the Deleted Mortgage Loan; (5) have a remaining term
to maturity no
greater than (and not more than one year less than) that of the
Deleted Mortgage
Loan; (6) provide for a Prepayment Charge on terms substantially
similar to
those of the Prepayment Charge, if any, of the Deleted Mortgage
Loan; (7) have
the same lien priority as the Deleted Mortgage Loan; (8) constitute
the same
occupancy type as the Deleted Mortgage Loan; and (9) comply with
each
representation and warranty set forth in Section 2.03 hereof.
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Request for Release: The Request for Release of Documents submitted
by the
Servicer to the Trustee, substantially in the form of Exhibit I
hereto.
Required Insurance Policy: With respect to any Mortgage Loan, any
insurance
policy that is required to be maintained from time to time under
this Agreement.
Required Percentage: As of any Distribution Date following the
Stepdown
Date, the quotient of (1) the excess of (A) the aggregate Stated
Principal
Balance of the Mortgage Loans as of such Distribution Date, over
(B) the
Certificate Principal Balance of the most senior Class of
Certificates
outstanding as of such Distribution Date, prior to giving effect
to
distributions to be made on such Distribution Date and (2) the
aggregate Stated
Principal Balance of the Mortgage Loans as of such Distribution
Date. As used
herein, as long as any Class A Certificates are outstanding, the
Certificate
Principal Balance of the most senior class of certificates will
equal the
aggregate Certificate Principal Balance of all Class A Certificates
outstanding
as of such date of calculation.
Requirements: Any rules or regulations promulgated pursuant to
the
Sarbanes-Oxley Act of 2002 (as such may be amended from time to
time).
Reserve Interest Rate: With respect to any Interest Determination
Date, the
rate per annum that the Trustee determines to be (1) the arithmetic
mean
(rounded upwards if necessary to the nearest whole multiple of
0.03125%) of the
one-month United States dollar lending rates which New York City
banks selected
by the Trustee are quoting on the relevant Interest Determination
Date to the
principal London offices of leading banks in the London interbank
market or (2)
in the event that the Trustee can determine no such arithmetic
mean, the lowest
one-month United States dollar lending rate which New York City
banks selected
by the Trustee are quoting on such Interest Determination Date to
leading
European banks.
Residual Interest: An interest in the Upper Tier REMIC that is
entitled to
all distributions of principal and interest on the Class R
Certificate other
than distributions in respect of the Class SWR Interest and Class
LTR Interest
and distributions on the Class R Certificate in respect of Excess
Interest.
Responsible Officer: When used with respect to the Trustee or the
Servicer,
any officer of the Trustee or the Servicer with direct
responsibility for the
administration of this Agreement and any other officer to whom,
with respect to
a particular matter, such matter is referred because of such
officer's knowledge
of and familiarity with the particular subject.
Reuters Screen LIBO Page: The display designated as page "LIBO" on
the
Reuters Monitor Money Rates Service (or such other page as may
replace such LIBO
page on that service for the purpose of displaying London interbank
offered
rates of major banks.
S&P: Standard & Poor's, a division of The McGraw-Hill
Companies, Inc., or
any successor in interest.
Sale
Agreement: The Mortgage Loan Sale and Assignment Agreement, dated
as
of February 1, 2007, between the Depositor and the Sponsor.
Sarbanes-Oxley Certification: Has the meaning set forth in Section
3.20.
Scheduled Payment: The scheduled monthly payment on a Mortgage Loan
due on
any Due Date allocable to principal and/or interest on such
Mortgage Loan.
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Securities Act: The Securities Act of 1933, as amended.
Seller: With respect to Mortgage Loans set out on Exhibit B-2, the
Sponsor.
With respect to Mortgage Loans set out on Exhibit B-3, FFFC.
Servicer: Home Loan Services, Inc. (f/k/a National City Home Loan
Servcies,
Inc.), a Delaware corporation, or its successor in interest.
Servicer Remittance Date: With respect to any Distribution Date,
the later
of (x) the date that is two Business Days after the 15th day of the
month in
which such Distribution Date occurs and (y) the 18th day (or if
such day is not
a Business Day, the immediately preceding Business Day) of the
month in which
such Distribution Date occurs.
Servicing Advances: All customary, reasonable and necessary "out of
pocket"
costs and expenses incurred in the performance by the Servicer of
its servicing
obligations hereunder, including, but not limited to, the cost of
(1) the
preservation, inspection, restoration and protection of a Mortgaged
Property,
including without limitation advances in respect of prior liens,
real estate
taxes and assessments, (2) any collection, enforcement or judicial
proceedings,
including without limitation foreclosures, collections and
liquidations, (3) the
conservation, management, sale and liquidation of any REO Property,
(4)
executing and recording instruments of satisfaction, deeds of
reconveyance,
substitutions of trustees on deeds of trust or Assignments of
Mortgage to the
extent not otherwise recovered from the related Mortgagors or
payable under this
Agreement, (5) correcting errors of prior servicers; costs and
expenses charged
to the Servicer by the Trustee; tax tracking; title research;
flood
certifications; and lender paid mortgage insurance, (6) obtaining
or correcting
any legal documentation required to be included in the Mortgage
Files and
reasonably necessary for the Servicer to perform its obligations
under this
Agreement and (7) compliance with the obligations under Sections
3.01 and 3.10.
Servicing Criteria: The "servicing criteria" set forth in Item
1122(d) of
Regulation AB, as such may be amended from time to time.
Servicing Fee: As to each Mortgage Loan and any Distribution Date,
an
amount equal to the product of (x) the Servicing Fee Rate and (y)
the Stated
Principal Balance of such Mortgage Loan as of the preceding
Distribution Date
or, in the event of any payment of interest that accompanies a
Principal
Prepayment in full made by the Mortgagor, interest at the Servicing
Fee Rate on
the Stated Principal Balance of such Mortgage Loan as of the
preceding
Distribution Date for the period covered by such payment of
interest.
Servicing Fee Rate: 0.50% per annum for each Mortgage Loan.
Servicing Officer: Any officer of the Servicer involved in, or
responsible
for, the administration and servicing of the Mortgage Loans whose
name and
facsimile signature appear on a list of servicing officers
furnished to the
Trustee by the Servicer on the Closing Date pursuant to this
Agreement, as such
lists may from time to time be amended.
Servicing Rights Pledgee: One or more lenders, selected by the
Servicer, to
which the Servicer may pledge and assign all of its right, title
and interest
in, to and under this Agreement.
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Servicing Transfer Costs: In the event that the Servicer does not
reimburse
the Trustee under this Agreement, all costs associated with the
transfer of
servicing from the predecessor Servicer, including, without
limitation, any
costs or expenses associated with the termination of the
predecessor Servicer,
the appointment of a successor servicer, the complete transfer of
all servicing
data and the completion, correction or manipulation of such
servicing data as
may be required by the Trustee or any successor servicer to correct
any errors
or insufficiencies in the servicing data or otherwise to enable the
Trustee or
successor servicer to service the Mortgage Loans properly and
effectively.
SFAS
140: Statement of Financial Accounting Standard No. 140,
Accounting
for Transfers and Servicing of Financial Assets and Extinguishments
of
Liabilities dated September 2000, published by the Financial
Accounting
Standards Board of the Financial Accounting Foundation.
Significance Estimate: With respect to any Distribution Date, and
in
accordance with Item 1115 of Regulation AB, shall be an amount
determined based
on the reasonable good-faith estimate by the Depositor or its
Affiliate (and
reported to the Trustee) of the aggregate maximum probable exposure
of the
outstanding Certificates to the Swap Agreement, the Cap Contract
and the
Corridor Contracts, as applicable.
Significance Percentage: With respect to any Distribution Date, and
in
accordance with Item 1115 of Regulation AB, shall be a percentage
equal to the
Significance Estimate divided by the aggregate outstanding Stated
Principal
Balance of the Mortgage Loans, prior to the distribution of the
Principal
Distribution Amount on such Distribution Date.
Sponsor: Merrill Lynch Mortgage Lending, Inc., a Delaware
corporation, or
its successor in interest.
Startup Day: As defined in Section 2.07 hereof.
Stated Principal Balance: With respect to any Mortgage Loan or
related REO
Property (1) as of the Cut-off Date, the Cut-off Date Principal
Balance thereof,
and (2) as of any Distribution Date, such Cut-off Date Principal
Balance, minus
the sum of (A) the principal portion of the Scheduled Payments (x)
due with
respect to such Mortgage Loan during each Due Period ending prior
to such
Distribution Date and (y) that were received by the Servicer as of
the close of
business on the Determination Date related to such Distribution
Date or with
respect to which Advances were made on the Servicer Remittance Date
prior to
such Distribution Date and (B) all Principal Prepayments with
respect to such
Mortgage Loan received on or prior to the last day of the related
Prepayment
Period, and all Liquidation Proceeds to the extent applied by the
Servicer as
recoveries of principal in accordance with Section 3.12 with
respect to such
Mortgage Loan, that were received by the Servicer as of the close
of business on
the last day of the related Due Period. Notwithstanding the
foregoing, the
Stated Principal Balance of a Liquidated Loan shall be deemed to be
zero.
Stepdown Date: The earlier to occur of: (A) the first Distribution
Date on
which the aggregate Certificate Principal Balance of the Class A-1
Certificates
and Class A-2 Certificates has been reduced to zero; or (B) the
later to occur
of (1) the Distribution Date in March 2010 or (2) the first
Distribution Date on
which (A) the Class A Certificate Principal Balance (after giving
effect to
distributions of the Principal Funds amount for such Distribution
Date) is less
than or equal to (B) 66.70% of the aggregate Stated Principal
Balance of the
Mortgage Loans.
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Stepdown Required Loss Percentage: For any Distribution Date,
the
applicable percentage for such Distribution Date set forth in the
following
table:
<TABLE>
<CAPTION>
DISTRIBUTION DATE OCCURRING IN STEPDOWN REQUIRED LOSS
PERCENTAGE
------------------------------
-------------------------------------------
<S>
<C>
March 2009 - February 2010
1.20% with respect to March 2009,
plus an additional 1/12th of 1.50%
for each month thereafter
March 2010 - February 2011
2.70% with respect to March 2010,
plus an additional 1/12th of 1.55% for each
month thereafter
March 2011 - February 2012
4.25% with respect to March 2011,
plus an additional 1/12th of 1.25%
for each
month thereafter
March 2012 - February 2013
5.50% with respect to March 2012,
plus an additional 1/12th of 0.70% for each
month thereafter
March 2013 and therafter
6.20%
</TABLE>
Stepdown Trigger Event: With respect to the Certificates on or
after the
Stepdown Date, a Distribution Date on which (1) the quotient of (A)
the
aggregate Stated Principal Balance of all Mortgage Loans that are
60 or more
days Delinquent measured on a rolling three month basis (including,
for the
purposes of this calculation, Mortgage Loans in foreclosure and REO
Properties
and Mortgage Loans with respect to which the applicable Mortgagor
is in
bankruptcy) and (B) the Stated Principal Balance of the Mortgage
Loans as of the
preceding Servicer Remittance Date, equals or exceeds the product
of (i) 42.03%
and (ii) the Required Percentage or (2) the quotient (expressed as
a percentage)
of (A) the aggregate Realized Losses incurred from the Cut-off Date
through the
last day of the calendar month preceding such Distribution Date and
(B) the
aggregate principal balance of the Mortgage Loans as of the Cut-off
Date exceeds
the Stepdown Required Loss Percentage.
Subcontractor: Any outsourcer that performs one or more discrete
functions
identified in Item 1122(d) of Regulation AB with respect to 5% or
more of the
Mortgage Loans under the direction or authority of a Servicer
(measured by
aggregate Stated Principal Balance of the Mortgage Loans, annually
at the
commencement of the calendar year prior to the year in which an
Assessment of
Compliance is required to be delivered, multiplied by a fraction,
the numerator
of which is the number of months during which such Subcontractor
performs such
discrete functions and the denominator of which is 12, or, in the
case of the
year in which the Closing Date occurs, the number of months elapsed
in such
calendar year).
Subordinate Certificate Corridor Contract: The confirmation and
agreement,
including the schedule thereto and the related credit support annex
(attached as
Exhibit M-4 hereto), between the Trustee on behalf of the Issuing
Entity and the
Cap Contract Counterparty (attached as Exhibit M-3 hereto), with
respect to the
Subordinate Certificates.
Subordinate Certificate Corridor Contract Notional Balance: With
respect to
any Distribution Date, the Subordinate Certificate Corridor
Contract Notional
Balance set forth for such Distribution Date in the Subordinate
Certificate
LIBOR Cap Table (attached as Schedule I to Exhibit M-3 hereto).
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Subordinate Certificate Corridor Contract Termination Date: The
Distribution Date in August 2007.
Subordinate Certificate Upper Collar: With respect to each
Distribution
Date with respect to which payments are received on the Subordinate
Certificate
Corridor Contract, a rate equal to the lesser of One-Month LIBOR
and 10.000% per
annum.
Subordinate Certificates: The Class M and Class B Certificates.
Subsequent Recovery: Any amount received on a Mortgage Loan (net of
amounts
reimbursed to the Servicer related to Liquidated Mortgage Loans)
subsequent to
such Mortgage Loan being determined to be a Liquidated Mortgage
Loan.
Sub-Servicer: Any Person that services Mortgage Loans on behalf of
the
Servicer pursuant to a Subservicing Agreement and is responsible
for the
performance of the material servicing functions required to be
performed by the
Servicer under this Agreement that are identified in Item 1122(d)
of Regulation
AB with respect to 10% or more of the Mortgage Loans under the
direction or
authority of the Servicer (measured by aggregate Stated Principal
Balance of the
Mortgage Loans, annually at the commencement of the calendar year
prior to the
year in which an Assessment of Compliance is required to be
delivered,
multiplied by a fraction, the numerator of which is the number of
months during
which such Subservicer services the related Mortgage Loans and the
denominator
of which is 12, or, in the case of the year in which the Closing
Date occurs,
the number of months elapsed in such calendar year). Any
subservicer shall meet
the qualifications set forth in Section 3.02.
Subservicing Agreement: As defined in Section 3.02(a).
Substitution Adjustment Amount: As defined in Section 2.03(c).
Supplemental Interest Trust: The separate trust, established
pursuant to
Section 4.04(l) of this Agreement and held by the Trustee for the
benefit of the
holders of the Certificates as a segregated subtrust of the Trust
Fund, (i) in
which the Cap Contract and the Swap Agreement will be held,
certain
distributions to Certificateholders will be made, any Swap
Termination Payments
or Net Swap Payments received from the Swap Counterparty will be
deposited and
any Cap Payments received from the Cap Contract Counterparty will
be deposited
as set forth in Section 4.04 hereof and (ii) out of which any Swap
Termination
Payments or Net Swap Payments owed to the Swap Counterparty will be
paid.
Supplemental Interest Trust Trustee: LaSalle Bank National
Association, a
national banking association, not in its individual capacity, but
solely in its
capacity as trustee of the Supplemental Interest Trust for the
benefit of the
Certificateholders under this Agreement, and any successor thereto,
and any
corporation or national banking association resulting from or
surviving any
consolidation or merger to which it or its successors may be a
party and any
successor trustee as may from time to time be serving as successor
trustee
hereunder.
Swap
Account: The separate Eligible Account created and maintained by
the
Supplemental Interest Trust Trustee pursuant to Section 4.04(l) in
the name of
the Supplemental Interest Trust Trustee for the benefit of the
Supplemental
Interest Trust and designated "LaSalle Bank National Association,
as trustee, in
trust for registered holders of First Franklin Mortgage Loan Trust,
Mortgage
Loan Asset-Backed Certificates, Series 2007-FF2." Funds in the Swap
Account
shall be held in trust for the Supplemental Interest Trust for the
uses and
purposes set forth in this Agreement.
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Swap
Agreement: The confirmation and agreement, including the
schedule
thereto and the related credit support annex (attached as Exhibit
Q-3 hereto),
between the Swap Counterparty and the trustee of the Supplemental
Interest Trust
for the benefit of the Certificateholders (attached as Exhibit Q-2
hereto) or
any other swap agreement (including any related schedules) held by
the
Supplemental Interest Trust pursuant to Section 4.04(l) hereof.
Swap
Counterparty: The Bank of New York, or any successor counterparty
who
meets the requirements set forth in the Swap Agreement.
Swap
LIBOR: With respect to any Distribution Date (and the related
Accrual
Period) the product of (i) the Floating Rate Option (as defined in
the Swap
Agreement for the related Swap Payment Date), (ii) two and (iii)
the quotient of
(a) the actual number of days in the Accrual Period for the Lower
Tier REMIC
Interests divided by (b) 30.
Swap
Payment Date: For so long as the Swap Agreement is in effect or
amounts remain unpaid thereunder, the Business Day immediately
preceding each
Distribution Date.
Swap
Posted Collateral Account: The segregated Eligible Account created
and
maintained by the Supplemental Interest Trust Trustee pursuant to
Section
4.04(l) in the name of the Supplemental Interest Trust Trustee for
the benefit
of the Supplemental Interest Trust and designated "LaSalle Bank
National
Association, as trustee, in trust for registered holders of First
Franklin
Mortgage Loan Trust, Mortgage Loan Asset-Backed Certificates,
Series 2007-FF2."
Funds in the Swap Posted Collateral Account shall be held in trust
for the
Supplemental Interest Trust for the uses and purposes set forth in
the Swap
Agreement
SWAP
REMIC: As described in the Preliminary Statement and Section
2.07.
SWAP
REMIC Interests: Each of the interests in the SWAP REMIC as set
forth
in the Preliminary Statement.
SWAP
REMIC Regular Interests: Each of the SWAP REMIC Interests other
than
the Class SWR Interest.
Swap
Termination Payment: Any payment payable by the Supplemental
Interest
Trust or the Swap Counterparty upon termination of the Swap
Agreement pursuant
to the Swap Agreement.
Tax
Matters Person: The Person designated as "tax matters person" in
the
manner provided under Treasury regulation Section 1.860F-4(d) and
Treasury
regulation Section 301.6231(a)(7)-1.
Transfer: Any direct or indirect transfer or sale of any Ownership
Interest
in a Certificate.
Transfer Agreement: The Master Mortgage Loan Purchase and Interim
Servicing
Agreement, dated as of April 1, 2005, as amended for Regulation AB
by Amendment
No. 1, dated as of November 1, 2006, each by and between Merrill
Lynch Mortgage
Lending, Inc. and FFFC.
Transferor: FFFC.
Trust Fund: The corpus of the Issuing Entity created hereunder
consisting
of (i) the Mortgage Loans and all interest and principal received
on or with
respect thereto on and after the Cut-off Date to the
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extent not applied in computing the Cut-off Date Principal Balance
thereof,
exclusive of interest not required to be deposited in the
Collection Account;
(ii) the Collection Account and the Certificate Account and all
amounts
deposited therein pursuant to the applicable provisions of this
Agreement; (iii)
property that secured a Mortgage Loan and has been acquired by
foreclosure, deed
in lieu of foreclosure or otherwise; (iv) the mortgagee's rights
under the
Insurance Policies with respect to the Mortgage Loans and/or the
related
Mortgaged Properties; (v) all proceeds of the conversion, voluntary
or
involuntary, of any of the foregoing into cash or other liquid
property; (vi)
the Corridor Contracts and the Corridor Contract Account; and (vii)
the
Supplemental Interest Trust, which in turn holds the Swap Agreement
and the Cap
Contract.
Trustee: LaSalle Bank National Association, a national banking
association,
not in its individual capacity, but solely in its capacity as
trustee for the
benefit of the Certificateholders under this Agreement, and any
successor
thereto, and any corporation or national banking association
resulting from or
surviving any consolidation or merger to which it or its successors
may be a
party and any successor trustee as may from time to time be serving
as successor
trustee hereunder; it being understood that certain duties of the
Trustee under
Sections 2.01, 2.02 and 3.13 with respect to the possession and
administration
of the Mortgage Files generally may be carried out by a custodian
engaged by the
Trustee.
Uncertificated Class C Interest: An uncertificated REMIC Regular
Interest
having the characteristics described in the Preliminary
Statement.
Unpaid Realized Loss Amount: The Class M-1 Unpaid Realized Loss
Amount,
Class M-2 Unpaid Realized Loss Amount, Class M-3 Unpaid Realized
Loss Amount,
Class M-4 Unpaid Realized Loss Amount, Class M-5 Unpaid Realized
Loss Amount,
Class M-6 Unpaid Realized Loss Amount, Class B-1 Unpaid Realized
Loss Amount,
Class B-2 Unpaid Realized Loss Amount, Class B-3 Unpaid Realized
Loss Amount,
Class B-4 Unpaid Realized Loss Amount and Class C Unpaid Realized
Loss Amount,
collectively.
Upper Tier REMIC: As described in the Preliminary Statement and
Section
2.07.
Upper Tier REMIC Net WAC Cap: In the case of the Class UTA-1
Interest and
the Residual Interest, a per annum rate equal to the weighted
average of the
interest rate of the Class LTII1B Interest for such Distribution
Date. In the
case of the Class UTA-2A, Class UTA-2B, Class UTA-2C and Class
UTA-2D Interests,
a per annum rate equal to the weighted average of the interest rate
for the
Class LTII2B for such Distribution Date. In the case of the Class
UTM-1, Class
UTM-2, Class UTM-3, Class UTM-4, Class UTM-5, Class UTM-6, Class
UTB-1, Class
UTB-2, Class UTB-3 and Class UTB-4 Interests, a per annum rate
equal to the
weighted average of the interest rates of Class LTII1B and Class
LTII2B
Interests for such Distribution weighted, respectively, on the
basis of the
uncertificated principal balances of the Class LTII1A and the Class
LTII2A
Interests.
Voting Rights: The portion of the voting rights of all the
Certificates
that is allocated to any of the Certificates for purposes of the
voting
provisions hereunder. Voting Rights allocated to each Class of
Certificates
shall be allocated as follows: (1) 98% to the Class A, Class M and
Class B
Certificates, with the allocation among such Certificates to be in
proportion to
the Certificate Principal Balance of each Class relative to the
Certificate
Principal Balance of all other Classes and (2) each Class of the
Class C and
Class P will be allocated 1% of the Voting Rights. Voting Rights
will be
allocated among the Certificates of each such Class in accordance
with their
respective Percentage Interests.
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Weighted Average Available Funds Cap: With respect to a
Distribution Date,
the per annum rate equal to the weighted average (weighted in
proportion to the
results of subtracting from the aggregate Stated Principal Balance
of each
Mortgage Group, the current Certificate Principal Balance of the
Class A-1 and
Class R Certificates, in the case of Group One, or the Class A-2A,
Class A-2B,
Class A-2C and Class A-2D Certificates, in the case of Group Two)
of the Class
A-1 Available Funds Cap and the Class A-2 Available Funds Cap.
Weighted Average Maximum Rate Cap: With respect to a Distribution
Date, the
per annum rate equal to the weighted average (weighted in
proportion to the
results of subtracting from the aggregate Stated Principal Balance
of each
Mortgage Group, the current Certificate Principal Balance of the
Class A-1 and
Class R Certificates, in the case of Group One, or the Class A-2A,
Class A-2B,
Class A-2C and Class A-2D Certificates, in the case of Group Two)
of the Class
A-1 Maximum Rate Cap and the Class A-2 Maximum Rate Cap.
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ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
SECTION 2.01. Conveyance of Mortgage Loans
The
Depositor, concurrently with the execution and delivery hereof,
does
hereby sell, transfer, assign, set over and convey to the Trustee
without
recourse all the right, title and interest of the Depositor in and
to the assets
of the Trust Fund. Such assignment includes all interest and
principal received
on or with respect to the Mortgage Loans on or after the Cut-off
Date (other
than Scheduled Payments due on the Mortgage Loans on or before the
Cut-off
Date).
It
is agreed and understood by the Depositor, the Servicer and the
Trustee
that it is not intended that any Mortgage Loan be included in the
Trust that is,
without limitation, either (i) a "High-Cost Home Loan" as defined
in the New
Jersey Home Ownership Act effective November 27, 2003; (ii) a
"High-Cost Home
Loan" as defined in the New Mexico Home Loan Protection Act
effective January 1,
2004; (iii) a "High-Cost Home Mortgage Loan" as defined in the
Massachusetts
Predatory Home Loan Practices Act effective November 7, 2004; (iv)
a "High-Cost
Home Loan" as defined by the Indiana High Cost Home Loan Law
effective January
1, 2005 or (v) a "High-Cost Home Loan" as defined by the Illinois
High Risk Home
Loan Act effective January 1, 2004.
In
connection with such assignment, the Depositor does hereby deliver
to,
and deposit with the Trustee the following documents or instruments
with respect
to each Mortgage Loan:
(A) The original Mortgage Note endorsed in blank or, "Pay to the
order
of
LaSalle Bank National Association, as trustee for the First
Franklin
Mortgage Loan Trust, Mortgage Loan Asset-Backed Certificates,
Series
2007-FF2, without recourse" together with all riders thereto. The
Mortgage
Note
shall include all intervening endorsements showing a complete chain
of
the
title from the Originator of the Mortgage Loan to
[____________________].
(B) Except as provided below and for each Mortgage Loan that is not
a
MERS
Loan, the original recorded Mortgage together with all riders
thereto,
with
evidence of recording thereon, or, if the original Mortgage has
not
yet
been returned from the recording office, a copy of the original
Mortgage together with all riders thereto certified to be a true
copy of
the
original of the Mortgage that has been delivered for recording in
the
appropriate recording office of the jurisdiction in which the
Mortgaged
Property is located and in the case of each MERS Loan, the
original
Mortgage together with all riders thereto, noting the presence of
the MIN
of
the Loan and either language indicating that the Mortgage Loan is a
MOM
Loan
or if the Mortgage Loan was not a MOM Loan at origination, the
original Mortgage and the assignment thereof to MERS, with evidence
of
recording indicated thereon, or a copy of the Mortgage certified by
the
public recording office in which such Mortgage has been
recorded.
(C) In the case of each Mortgage Loan that is not a MERS Loan,
the
original Assignment of each Mortgage in blank or, to "LaSalle Bank
National
Association, as trustee for the First Franklin Mortgage Loan
Trust,
Mortgage Loan Asset-Backed Certificates, Series 2007-FF2."
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(D) The original policy of title insurance (or a preliminary
title
report, commitment or binder if the original title insurance policy
has not
been
received from the title insurance company).
(E) Originals of any intervening assignments of the Mortgage,
with
evidence of recording thereon or, if the original intervening
assignment
has
not yet been returned from the recording office, a copy of such
assignment certified to be a true copy of the original of the
assignment
which has been sent for
recording in the appropriate jurisdiction in which
the
Mortgaged Property is located.
(F) Originals of all assumption and modification agreements, if
any.
(G) If in connection with any Mortgage Loan, the Depositor
cannot
deliver the Mortgage, Assignments of Mortgage or assumption,
consolidation
or
modification, as the case may be, with evidence of recording
thereon, if
applicable, concurrently with the execution and delivery of this
Agreement
solely because of a delay caused by the public recording office
where such
Mortgage, Assignments of Mortgage or assumption, consolidation
or
modification, as the case may be, has been delivered for
recordation, the
Depositor shall deliver or cause to be delivered to the Trustee
written
notice stating that such Mortgage or assumption, consolidation
or
modification, as the case may be, has been delivered to the
appropriate
public recording office for recordation. Thereafter, the Depositor
shall
deliver or cause to be delivered to the Trustee such Mortgage,
Assignments
of
Mortgage or assumption, consolidation or modification, as the case
may
be,
with evidence of recording indicated thereon, if applicable,
upon
receipt thereof from the public recording office. To the extent
any
required endorsement is not contained on a Mortgage Note or an
Assignment
of
Mortgage, the Depositor shall make or cause to be made such
endorsement.
(H) With respect to any Mortgage Loan, none of the Depositor,
the
Servicer or the Trustee shall be obligated to cause to be recorded
the
Assignment of Mortgage referred to in this Section 2.01. In the
event an
Assignment of Mortgage is not recorded, the Servicer shall have
no
liability for its failure to receive and act on notices related to
such
Assignment of Mortgage.
The
ownership of each Mortgage Note, the Mortgage and the contents of
the
related Mortgage File is vested in the Trustee on behalf of the
Certificateholders. Neither the Depositor nor the Servicer shall
take any action
inconsistent with such ownership and shall not claim any ownership
interest
therein. The Depositor and the Servicer shall respond to any third
party
inquiries with respect to ownership of the Mortgage Loans by
stating that such
ownership is held by the Trustee on behalf of the
Certificateholders. Mortgage
documents relating to the Mortgage Loans not delivered to the
Trustee are and
shall be held in trust by the Servicer, for the benefit of the
Trustee as the
owner thereof, and the Servicer's possession of the contents of
each Mortgage
File so retained is for the sole purpose of servicing the related
Mortgage Loan,
and such retention and possession by the Servicer, is in a
custodial capacity
only. The Depositor agrees to take no action inconsistent with the
Trustee's
ownership of the Mortgage Loans, to promptly indicate to all
inquiring parties
that the Mortgage Loans have been sold and to claim no ownership
interest in the
Mortgage Loans.
It
is the intention of this Agreement that the conveyance of the
Depositor's right, title and interest in and to the Trust Fund
pursuant to this
Agreement shall constitute a purchase and sale and not a loan. If a
conveyance
of Mortgage Loans from the related Seller to the Depositor is
characterized as a
pledge and
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not a sale, then the Depositor shall be deemed to have transferred
to the
Trustee all of the Depositor's right, title and interest in, to and
under the
obligations of the related Seller deemed to be secured by said
pledge; and it is
the intention of this Agreement that the Depositor shall also be
deemed to have
granted to the Trustee a first priority security interest in all of
the
Depositor's right, title, and interest in, to and under the
obligations of the
related Seller to the Depositor deemed to be secured by said pledge
and that the
Trustee shall be deemed to be an independent custodian for purposes
of
perfection of the security interest granted to the Depositor. If
the conveyance
of the Mortgage Loans from the Depositor to the Trustee is
characterized as a
pledge, it is the intention of this Agreement that this Agreement
shall
constitute a security agreement under applicable law, and that the
Depositor
shall be deemed to have granted to the Trustee a first priority
security
interest in all of the Depositor's right, title and interest in, to
and under
the Mortgage Loans, all payments of principal of or interest on
such Mortgage
Loans, all other rights relating to and payments made in respect of
the Trust
Fund, and all proceeds of any thereof. If the trust created by this
Agreement
terminates prior to the satisfaction of the claims of any Person in
any
Certificates, the security interest created hereby shall continue
in full force
and effect and the Trustee shall be deemed to be the collateral
agent for the
benefit of such Person.
In
addition to the conveyance made in the first paragraph of this
Section
2.01, the Depositor does hereby convey, assign and set over to the
Trustee for
the benefit of the Certificateholders its rights and interests
under the Sale
Agreement, including the Depositor's right, title and interest in
the
representations and warranties contained in the Sale Agreement, the
rights in
the Transfer Agreements described therein, its rights and interests
under the
Purchase Agreement, including the Depositor's right, title and
interest in the
representations and warranties contained in the Purchase Agreement
and the
benefit of the repurchase obligations and the obligation of the
related Seller
contained in the Sale Agreement or Purchase Agreement, as
applicable, to take,
at the request of the Depositor or the Trustee, all action on its
part which is
reasonably necessary to ensure the enforceability of a Mortgage
Loan. The
Trustee hereby accepts such assignment, and shall be entitled to
exercise all
rights of the Depositor under the Sale Agreement or Purchase
Agreement, as
applicable, as if, for such purpose, it were the Depositor. The
foregoing sale,
transfer, assignment, set-over, deposit and conveyance does not and
is not
intended to result in creation or assumption by the Trustee of any
obligation of
the Depositor, the Sellers, or any other Person in connection with
the Mortgage
Loans or any other agreement or instrument relating thereto.
SECTION 2.02. Acceptance by the Trustee of the Mortgage Loans
Except as set forth in the exception report delivered
contemporaneously
herewith (the "Exception Report"), the Trustee acknowledges receipt
of the
Mortgage Note for each Mortgage Loan and delivery of a Mortgage
File (but does
not acknowledge receipt of all documents required to be included in
such
Mortgage File) with respect to each Mortgage Loan and declares that
it holds and
will hold such documents and any other documents constituting a
part of the
Mortgage Files delivered to it in trust for the use and benefit of
all present
and future Certificateholders. The Depositor will cause the related
Seller to
repurchase any Mortgage Loan to which a material exception was
taken in the
Exception Report unless such exception is cured to the satisfaction
of the
Depositor and the Trustee within 45 Business Days of the Closing
Date.
The
Trustee acknowledges receipt of the three Corridor Contracts (forms
of
which are attached hereto as Exhibits M-1, M-2 and M-3), the
Transfer Agreement,
the Purchase Agreement and the Sale Agreement.
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The
Trustee acknowledges receipt of the Swap Agreement and the Cap
Contract
that will be held in the Supplemental Interest Trust and is hereby
instructed to
enter into the Swap Agreement and the Cap Contract, not in its
individual
capacity, but solely as Supplemental Interest Trust Trustee.
The
Trustee agrees, for the benefit of Certificateholders to review
each
Mortgage File delivered to it within sixty (60) days after the
Closing Date. The
Trustee will ascertain and to certify, within seventy (70) days of
the Closing
Date, to the Depositor and the Servicer that all documents required
by Section
2.01 (A)-(B), (C) (if applicable), and (D)-(E), and the documents
if actually
received by it, under Section 2.01(F), have been executed and
received, and that
such documents relate to the Mortgage Loans identified in Exhibit B
that have
been conveyed to it. It is herein acknowledged that, in conducting
such review,
the Trustee shall not be under any duty or obligation to inspect,
review or
examine any such documents, instruments, certificates or other
papers to
determine that they are genuine, enforceable or appropriate for the
represented
purpose, that they have actually been recorded or that they are
other than what
they purport to be on their face. If the Trustee finds any document
or documents
constituting a part of a Mortgage File to be missing or defective
(that is,
mutilated, damaged, defaced or unexecuted) in any material respect,
the Trustee
shall promptly (and in any event within no more than five Business
Days) after
such finding so notify the Servicer, the related Seller and the
Depositor. In
addition, the Trustee shall also notify the Servicer, the related
Seller and the
Depositor if the original Mortgage with evidence of recording
thereon with
respect to a Mortgage Loan is not received within seventy (70) days
of the
Closing Date; if it has not been received because of a delay caused
by the
public recording office where such Mortgage has been delivered for
recordation,
the Depositor shall deliver or cause to be delivered to the Trustee
written
notice stating that such Mortgage has been delivered to the
appropriate public
recording office for recordation and thereafter the Depositor shall
deliver or
cause to be delivered such Mortgage with evidence of recording
thereon upon
receipt thereof from the public recording office. The Trustee shall
request that
the related Seller correct or cure such omission, defect or other
irregularity,
or substitute a Mortgage Loan pursuant to the provisions of Section
2.03(c),
within ninety (90) days from the date the related Seller was
notified of such
omission or defect and, if the related Seller does not correct or
cure such
omission or defect within such period, that the related Seller
purchase such
Mortgage Loan from the Issuing Entity within ninety (90) days from
the date the
Trustee notified the related Seller of such omission, defect or
other
irregularity at the Purchase Price of such Mortgage Loan.
The
Purchase Price for any Mortgage Loan purchased pursuant to this
Section
2.02 shall be paid to the Servicer and deposited by the Servicer in
the
Certificate Account or Collection Account, as appropriate, promptly
upon
receipt, and upon receipt by the Trustee of written notification of
such deposit
signed by a Servicing Officer or receipt of such deposit by the
Trustee, the
Trustee, upon receipt of a Request for Release and certification of
the Servicer
of such required deposit, shall promptly release to the related
Seller the
related Mortgage File and the Trustee shall execute and deliver
such instruments
of transfer or assignment, without recourse, as shall be requested
by the
related Seller and necessary to vest in the related Seller or its
designee, as
the case may be, any Mortgage Loan released pursuant hereto, and
the Trustee
shall have no further responsibility with regard to such Mortgage
Loan. It is
understood and agreed that the obligation of the related Seller to
purchase,
cure or substitute any Mortgage Loan as to which a material defect
in or
omission of a constituent document exists shall constitute the sole
remedy
respecting such defect or omission available to the Trustee on
behalf of
Certificateholders. The preceding sentence shall not, however,
limit any
remedies available to Certificateholders, the Depositor or the
Trustee pursuant
to the Sale Agreement, the Transfer Agreement or the Purchase
Agreement.
The
Trustee shall be under no duty or obligation to inspect, review
and
examine such documents, instruments, certificates or other papers
to determine
that they are genuine, enforceable, recordable, duly
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authorized, sufficient, legal, valid or appropriate to the
represented purpose,
or that they have actually been recorded, or that they are other
than what they
purport to be on their face. The Trustee shall keep confidential
the name of
each Mortgagor except as required for the performance of this
Agreement and the
Trustee shall not solicit any such Mortgagor for the purpose of
refinancing the
related Mortgage Loan; notwithstanding anything herein to the
contrary, the
foregoing shall not be construed to prohibit (i) disclosure of any
and all
information that is or becomes publicly known, or information
obtained by the
Trustee from sources other than the other parties hereto, (ii)
disclosure of any
and all information (A) if required to do so by any applicable law,
rule or
regulation, (B) to any government agency or regulatory body having
or claiming
authority to regulate or oversee any aspects of the business of the
Trustee or
that of any Affiliate, (C) pursuant to any subpoena, civil
investigation demand
or similar demand or request of any court, regulatory authority,
arbitrator or
arbitration to which the Trustee or any Affiliate or an officer,
director,
employer or shareholder thereof is a party or (D) to any Affiliate,
independent
or internal auditor, agent, employee or attorney of the Trustee
having a need to
know the same, provided that the Trustee advises such recipient of
the
confidential nature of the information being disclosed, or (iii)
any other
disclosure authorized by the Depositor.
Within seventy (70) days of the Closing Date, the Trustee shall
deliver to
the Depositor and the Servicer the Trustee's Certification,
substantially in the
form of Exhibit D attached hereto, evidencing the completeness of
the Mortgage
Files, with any exceptions noted thereto.
SECTION 2.03. Representations, Warranties and Covenants of the
Depositor
(a) The Depositor hereby represents and warrants to the Servicer
and
the Trustee as follows, as of the date hereof:
(i) The Depositor is duly organized and is validly existing as
a
corporation in good standing under the laws of the State of
Delaware and
has
full power and authority (corporate and other) necessary to own or
hold
its
properties and to conduct its business as now conducted by it and
to
enter into and perform its obligations under this Agreement, the
Sale
Agreement and the Purchase Agreement.
(ii) The
Depositor has the full corporate power and authority to
execute, deliver and perform, and to enter into and consummate
the
transactions contemplated by, this Agreement, the Sale Agreement
and the
Purchase Agreement and has duly authorized, by all necessary
corporate
action on its part, the execution, delivery and performance of
this
Agreement, the Sale Agreement and the Purchase Agreement; and
this
Agreement, the Sale Agreement and the Purchase Agreement, assuming
the due
authorization, execution and delivery hereof by the other parties
hereto,
constitutes a legal, valid and binding obligation of the
Depositor,
enforceable against the Depositor in accordance with its terms,
subject, as
to
enforceability, to (i) bankruptcy, insolvency, reorganization,
moratorium and other similar laws affecting creditors' rights
generally and
(ii)
general principles of equity, regardless of whether enforcement
is
sought in a proceeding in equity or at law.
(iii) The execution and delivery of this Agreement, the Sale
Agreement
and
the Purchase Agreement by the Depositor, the consummation of
the
transactions contemplated by this Agreement, the Sale Agreement and
the
Purchase Agreement, and the fulfillment of or compliance with the
terms
hereof are in the ordinary course of business of the Depositor and
will not
(A)
result in a material breach of any term or provision of the charter
or
by-laws of the
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Depositor or (B) materially conflict with, result in a violation
or
acceleration of, or result in a material default under, the terms
of any
other material agreement or instrument to which the Depositor is a
party or
by
which it may be bound or (C) constitute a material violation of
any
statute, order or regulation applicable to the Depositor of any
court,
regulatory body, administrative agency or governmental body
having
jurisdiction over the Depositor; and the Depositor is not in breach
or
violation of any material indenture or other material agreement
or
instrument, or in violation of any statute, order or regulation of
any
court, regulatory body, administrative agency or governmental body
having
jurisdiction over it which breach or violation may materially
impair the
Depositor's ability to perform or meet any of its obligations under
this
Agreement.
(iv) No litigation is pending, or, to the best of the
Depositor's
knowledge, threatened, against the Depositor that would materially
and
adversely affect the execution, delivery or enforceability of
this
Agreement, the Sale Agreement and the Purchase Agreement or the
ability of
the
Depositor to perform its obligations under this Agreement, the
Sale
Agreement and the Purchase Agreement in accordance with the terms
hereof.
(v) No consent, approval, authorization or order of any court
or
governmental agency or body is required for the execution, delivery
and
performance by the Depositor of, or compliance by the Depositor
with, this
Agreement, the Sale Agreement and the Purchase Agreement or the
consummation of the transactions contemplated hereby, or if any
such
consent, approval, authorization or order is required, the
Depositor has
obtained the same. The Depositor hereby represents and warrants to
the
Trustee with respect to each Mortgage Loan as of the Closing Date,
and
following the transfer of the Mortgage Loans to it by the related
Seller,
the
Depositor had good title to the Mortgage Loans and the Mortgage
Notes
were
subject to no offsets, claims, liens, mortgage, pledge, charge,
security interest, defenses or counterclaims.
(b) The representations and warranties of the Transferor with
respect
to the Mortgage Loans in the Transfer Agreement, which have been
assigned to the
Trustee hereunder, were made as of the date specified in the
Transfer Agreement.
The representations and warranties of the Sponsor with respect to
the Mortgage
Loans contained in the Sale Agreement and FFFC with respect to the
Mortgage
Loans contained in the Purchase Agreement, which have been assigned
to the
Trustee hereunder, were made as of the Closing Date. To the extent
that any
fact, condition or event with respect to a Mortgage Loan
constitutes a breach of
a representation or warranty of the Sponsor or FFFC under the Sale
Agreement or
Purchase Agreement, respectively, the obligations of the Sponsor or
FFFC under
the Sale Agreement or Purchase Agreement, respectively, shall be
enforced by the
Depositor against the Sponsor or FFFC, as applicable, as set forth
in the Sale
Agreement or Purchase Agreement, respectively. The Trustee
acknowledges that the
Depositor shall have no obligation or liability with respect to any
breach of
any representation or warranty with respect to the Mortgage Loans
(except as set
forth in Section 2.03(a)(v)) under any circumstances.
(c) Upon discovery by any of the Depositor, the Servicer, the
related
Seller or the Trustee (or its custodian) of a breach of any of
such
representations and warranties that adversely and materially
affects the value
of the related Mortgage Loan, Prepayment Charges or the interests
of the
Certificateholders, the party discovering such breach shall give
prompt written
notice to the other parties. Within ninety (90) days of the
discovery of such
breach of any representation or warranty, the related Seller shall
either (a)
cure such breach in all material respects, (b) repurchase such
Mortgage Loan or
any property acquired in respect thereof from the Trustee at the
Purchase Price
or (c) within the two year
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period following the Closing Date, substitute a Replacement
Mortgage Loan for
the affected Mortgage Loan. In the event of discovery of a breach
of any
representation and warranty of the related Seller, the Trustee's
rights shall be
enforced under the Sale Agreement or Purchase Agreement, as
applicable, for the
benefit of Certificateholders. If a breach of the representations
and warranties
set forth in the Sale Agreement or Purchase Agreement hereof exists
solely due
to the unenforceability of a Prepayment Charge, the Trustee or the
other party
having notice thereof shall notify the Servicer thereof and not
seek to enforce
the repurchase remedy provided for herein unless such Mortgage Loan
is not
current. In the event that such breach relates solely to the
unenforceability of
a Prepayment Charge, amounts received in respect of such indemnity
up to the
amount of such Prepayment Charge shall be distributed pursuant to
Section
4.04(b)(i). As provided in the Sale Agreement or the Purchase
Agreement, if the
Transferor, in the case of the Sale Agreement, or FFFC, in the case
of the
Purchase Agreement, substitutes for a Mortgage Loan for which there
is a breach
of any representation or warranty in the Transfer Agreement or the
Purchase
Agreement, respectively, which adversely and materially affects the
value of
such Mortgage Loan and such substitute mortgage loan is not a
Replacement
Mortgage Loan, under the terms of the Sale Agreement or the
Purchase Agreement,
the related Seller will, in exchange for such substitute Mortgage
Loan, (i)
provide the applicable Purchase Price for the affected Mortgage
Loan or (ii)
within two years of the Closing Date, substitute such affected
Mortgage Loan
with a Replacement Mortgage Loan. Any such substitution shall not
be effected
prior to the additional delivery to the Trustee of a Request for
Release
substantially in the form of Exhibit I and shall not be effected
unless it is
within two years of the Startup Day.
As
provided in the Sale Agreement or the Purchase Agreement, the
related
Seller indemnifies and holds the Issuing Entity, the Trustee (or
its custodian,
as applicable), the Depositor, the Servicer and each
Certificateholder harmless
against any and all taxes, claims, losses, penalties, fines,
forfeitures,
reasonable legal fees and related costs, judgments, and any other
costs, fees
and expenses that the Issuing Entity, the Trustee (or its
custodian, as
applicable), the Depositor, the Servicer and any Certificateholder
may sustain
in connection with any actions of the related Seller relating to a
repurchase of
a Mortgage Loan other than in compliance with the terms of this
Section 2.03 and
the Sale Agreement or Purchase Agreement, as applicable, to the
extent that any
such action causes (i) any federal or state tax to be imposed on
the Issuing
Entity or any REMIC provided for herein, including without
limitation, any
federal tax imposed on "prohibited transactions" under Section
860F(a)(1) of the
Code or on "contributions after the startup day" under Section
860G(d)(1) of the
Code, or (ii) any REMIC created hereunder to fail to qualify as a
REMIC at any
time that any Certificate is outstanding. In furtherance of the
foregoing, if
the related Seller is not a member of MERS and repurchases a
Mortgage Loan which
is registered on the MERS System, the related Seller, at its own
expense and
without any right of reimbursement, shall cause MERS to execute and
deliver an
assignment of the Mortgage in recordable form to transfer the
Mortgage from MERS
to the related Seller and shall cause such Mortgage to be removed
from
registration on the MERS System in accordance with MERS' rules and
regulations.
With
respect to any Mortgage Loan repurchased by the related Seller
pursuant to the Sale Agreement or Purchase Agreement, the principal
portion of
the funds received by the Servicer in respect of such repurchase of
a Mortgage
Loan will be considered a Principal Prepayment and shall be
deposited in the
Certificate Account pursuant to Section 3.05. Upon receipt by the
Trustee of
notice from the Servicer of receipt by the Servicer of the full
amount of the
Purchase Price for a Deleted Mortgage Loan, and upon receipt by the
Trustee of
the Mortgage File for a Replacement Mortgage Loan substituted for a
Deleted
Mortgage Loan and a Request for Release, the Trustee shall release
and reassign
to the related Seller the related Mortgage File for the Deleted
Mortgage Loan
and shall execute and deliver such instruments of transfer or
assignment, in
each case without recourse, representation or warranty, as
shall
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be necessary to vest in such party or its designee or assignee
title to any
Deleted Mortgage Loan released pursuant hereto, free and clear of
all security
interests, liens and other encumbrances created by this Agreement,
which
instruments shall be prepared by the Depositor or the related
Seller, and the
Trustee (and its custodian) shall have no further responsibility
with respect to
the Mortgage File relating to such Deleted Mortgage Loan.
With
respect to each Replacement Mortgage Loan to be delivered to
the
Trustee pursuant to the terms of this Article II in exchange for a
Deleted
Mortgage Loan: (i) the related Seller must deliver to the Trustee
the Mortgage
File for the Replacement Mortgage Loan containing the documents set
forth in
Section 2.01 along with a written certification certifying as to
the Mortgage
Loan satisfying all requirements under the definition of
Replacement Mortgage
Loan and the delivery of such Mortgage File and containing the
granting language
set forth in Section 2.01; and (ii) the Depositor will be deemed to
have made,
with respect to such Replacement Mortgage Loan, each of the
representations and
warranties made by it with respect to the related Deleted Mortgage
Loan. The
Trustee shall review the Mortgage File with respect to each
Replacement Mortgage
Loan and certify to the Depositor that all documents required by
Section
2.01(A)-(B), (C) (if applicable), and (D)-(E) have been executed
and received.
For
any month in which the related Seller substitutes one or more
Replacement Mortgage Loans for one or more Deleted Mortgage Loans,
the related
Seller will determine the amount (if any) by which the aggregate
principal
balance of all such Replacement Mortgage Loans as of the date of
substitution
and the aggregate Prepayment Charges with respect to such
Replacement Mortgage
Loans is less than the aggregate Stated Principal Balance (after
application of
the principal portion of the Scheduled Payment due in the month of
substitution)
and aggregate Prepayment Charges of all such Deleted Mortgage
Loans. An amount
equal to the aggregate of the deficiencies described in the
preceding sentence
(such amount, the "Substitution Adjustment Amount") plus an amount
equal to any
unreimbursed costs, penalties and/or damages incurred by the Trust
Fund in
connection with any violation relating to such Deleted Mortgage
Loan of any
predatory or abusive lending law shall be remitted by the related
Seller to the
Trustee for deposit into the Certificate Account by the related
Seller on the
Determination Date for the Distribution Date relating to the
Prepayment Period
during which the related Mortgage Loan became required to be
purchased or
replaced hereunder.
Notwithstanding any other provision of this Agreement, the right
to
substitute Mortgage Loans pursuant to this Article II shall be
subject to the
additional limitations that no substitution of a Replacement
Mortgage Loan for a
Deleted Mortgage Loan shall be made unless the Trustee shall have
received an
Opinion of Counsel (at the expense of the party seeking to make
the
substitution) that, under current law, such substitution will not
(A) affect
adversely the status of any REMIC established hereunder as a REMIC,
or of the
related "regular interests" as "regular interests" in any such
REMIC, or (B)
cause any such REMIC to engage in a "prohibited transaction" or
prohibited
contribution pursuant to the REMIC Provisions.
The
Depositor shall amend the Mortgage Loan Schedule to reflect the
removal
of such Deleted Mortgage Loan from the terms of this Agreement and
the
substitution of the Replacement Mortgage Loan or Replacement
Mortgage Loans.
Upon such substitution by the related Seller, such Replacement
Mortgage Loan or
Replacement Mortgage Loans shall constitute part of the Mortgage
Pool and shall
be subject in all respects to the terms of this Agreement and the
Sale
Agreement, including all applicable representations and warranties
thereof
included in the Sale Agreement as of the date of substitution.
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<PAGE>
(d) It is understood and agreed that the representations,
warranties
and indemnification (i) set forth in this Section 2.03, (ii) of the
Sponsor and
the Depositor set forth in the Sale Agreement and assigned to the
Trustee by the
Depositor hereunder, (iii) of FFFC and the Depositor set forth in
the Purchase
Agreement and assigned to the Trustee by the Depositor hereunder
and (iv) of the
Transferor, assigned by the Sponsor to the Depositor pursuant to
the Sale
Agreement and assigned to the Trustee by the Depositor hereunder
shall each
survive delivery of the Mortgage Files and the Assignment of
Mortgage of each
Mortgage Loan to the Trustee and shall continue throughout the term
of this
Agreement.
(e) The Depositor shall deliver a copy of the Mortgage Loan
Schedule
to the Servicer on the Closing Date.
(f) The Depositor shall notify the Servicer and the Trustee when
any
NIM Notes are issued and when such NIM Notes are no longer
outstanding.
SECTION 2.04. Representations and Warranties of the Servicer
(a) The Servicer hereby represents and warrants to the Depositor
and
the Trustee as follows, as of the date hereof:
(i) The Servicer is duly organized and is validly existing as a
corporation in good standing under the laws of the State of
Delaware and is
duly
authorized and qualified to transact any and all business
contemplated
by
this Agreement to be conducted by the Servicer in any state in
which a
Mortgaged Property is located or is otherwise not required under
applicable
law
to effect such qualification and, in any event, is in compliance
with
the
doing business laws of any such state, to the extent necessary
to
ensure its ability to enforce each Mortgage Loan, to service the
Mortgage
Loans in accordance with the terms of this Agreement and to perform
any of
its
other obligations under this Agreement in accordance with the
terms
hereof.
(ii)
The Servicer has the corporate power and authority and to
service
each
Mortgage Loan, and to execute, deliver and perform, and to enter
into
and
consummate the transactions contemplated by this Agreement and has
duly
authorized by all necessary corporate action on the part of the
Servicer
the
execution, delivery and performance of this Agreement; and this
Agreement, assuming the due authorization, execution and delivery
hereof by
the
other parties hereto, constitutes a legal, valid and binding
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