Exhibit 4.1
Execution Copy
MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC.,
Depositor
UBS REAL ESTATE SECURITIES INC.,
Transferor
WELLS FARGO BANK, N.A.,
Master Servicer and Trust Administrator
THE BANK OF NEW YORK
Trustee
--------------------------------------------------------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of February 1, 2007
--------------------------------------------------------------------------------
TBW MORTGAGE-BACKED TRUST 2007-1
MORTGAGE PASS-THROUGH CERTIFICATES, Series 2007-1
<PAGE>
TABLE OF
CONTENTS
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ARTICLE I
DEFINITIONS............................................................................................11
Section 1.01.
Definitions................................................................................11
Section 1.02. Certain
Calculations.......................................................................44
Section 1.03. Rights of the NIMS
Insurer.................................................................44
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND
WARRANTIES..........................................45
Section 2.01. Conveyance of Mortgage
Loans...............................................................45
Section 2.02. Acceptance by Trustee
of the Mortgage
Loans................................................49
Section 2.03. Remedies for Breaches
of Representations and
Warranties....................................51
Section 2.04. Representations and
Warranties of the Depositor as to the Mortgage
Loans...................53
Section 2.05.
[Reserved].................................................................................53
Section 2.06. Execution and Delivery
of
Certificates.....................................................53
Section 2.07. REMIC
Matters..............................................................................54
Section 2.08. Covenants of the
Master
Servicer...........................................................54
Section 2.09. Representations and
Warranties of the Master
Servicer......................................54
ARTICLE III ADMINISTRATION AND MASTER SERVICING OF MORTGAGE
LOANS................................................56
Section 3.01. Master Servicing of
Mortgage
Loans.........................................................56
Section 3.02. Monitoring of
Servicer.....................................................................56
Section 3.03.
[Reserved].................................................................................58
Section 3.04. Rights of the
Depositor and the Trustee in Respect of the Master
Servicer..................58
Section 3.05. Trustee to Act as
Master
Servicer..........................................................58
Section 3.06. Protected
Accounts.........................................................................59
Section 3.07. Collection of Mortgage
Loan Payments; Collection Account; Distribution Account;
Class A-1 Cap Account; Class A-2 Cap Account; Class P Reserve
Fund.........................60
Section 3.08. Collection of Taxes,
Assessments and Similar Items; Escrow
Accounts........................64
Section 3.09. Access to Certain
Documentation and Information Regarding the Mortgage
Loans...............64
Section 3.10. Permitted Withdrawals
from the Collection Account, the Distribution Account the
Class A-1 Cap Account and the Class A-2 Cap Account and the Class P
Reserve Fund...........65
Section 3.11. Maintenance of Hazard
Insurance............................................................67
Section 3.12. Presentment of Claims
and Collection of
Proceeds...........................................68
Section 3.13. Maintenance of the
Primary Insurance
Policies..............................................68
Section 3.14. Realization upon
Defaulted Mortgage
Loans..................................................69
Section 3.15. REO
Property...............................................................................69
Section 3.16. Due on Sale Clauses;
Assumption
Agreements.................................................70
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Section 3.17. Trustee to Cooperate;
Release of Mortgage
Files............................................70
Section 3.18. Documents, Records and
Funds in Possession of the Master Servicer and the
Custodian to Be Held for the
Trustee.......................................................71
Section 3.19. Master Servicing
Compensation..............................................................72
Section 3.20. Access to Certain
Documentation............................................................72
Section 3.21. Annual Statement as to
Compliance..........................................................72
Section 3.22. Report on Assessment
of Compliance and
Attestation.........................................73
Section 3.23. Errors and Omissions
Insurance; Fidelity
Bonds.............................................76
Section 3.24. Class A-1 Cap Contract
and the Class A-2 Cap
Contract......................................76
ARTICLE IV DISTRIBUTIONS AND SERVICING
ADVANCES..................................................................76
Section 4.01.
Advances...................................................................................76
Section 4.02. Priorities of
Distributions on the
Certificates............................................77
Section 4.03. No Loss
Allocation/Sequential Pay
Trigger..................................................81
Section 4.04. Distribution Date
Statements to
Certificateholders.........................................82
Section 4.05.
[Reserved].................................................................................85
Section 4.06. Supplemental Interest
Trust................................................................85
Section 4.07. Distributions from the
Class A-1 Cap Account and the Class A-2 Cap
Account.................85
Section 4.08. Determination of
LIBOR.....................................................................87
ARTICLE V THE
CERTIFICATES.......................................................................................89
Section 5.01. The
Certificates...........................................................................89
Section 5.02. Certificate Register;
Registration of Transfer and Exchange of
Certificates................90
Section 5.03. Mutilated, Destroyed,
Lost or Stolen
Certificates..........................................95
Section 5.04. Persons Deemed
Owners......................................................................95
Section 5.05. Access to List of
Certificateholders' Names and
Addresses..................................96
Section 5.06. Maintenance of Office
or
Agency............................................................96
ARTICLE VI THE DEPOSITOR AND THE MASTER
SERVICER.................................................................96
Section 6.01. Respective Liabilities
of the Depositor and the Master
Servicer............................96
Section 6.02. Merger or
Consolidation of the Depositor and the Master
Servicer...........................96
Section 6.03. Limitation on
Liability of the Depositor, the NIMS Insurer, the Transferor,
the
Master Servicer, the Trustee and
Others....................................................97
Section 6.04. Limitation on
Resignation of Master
Servicer...............................................98
Section 6.05. Sale and Assignment of
Master Servicing
Rights.............................................98
ARTICLE VII
DEFAULT..............................................................................................99
Section 7.01. Events of
Default..........................................................................99
Section 7.02. Trustee to Act;
Appointment of
Successor..................................................101
Section 7.03. Notification to
Certificateholders........................................................102
ARTICLE VIII CONCERNING THE TRUSTEE AND THE MASTER
SERVICER.....................................................102
Section 8.01. Duties of
Trustee.........................................................................102
Section 8.02. Certain Matters
Affecting the
Trustee.....................................................104
Section 8.03. Trustee Not Liable for
Certificates or Mortgage
Loans.....................................106
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Section 8.04. Trustee May Own
Certificates..............................................................106
Section 8.05. Trustee's Fees and
Expenses...............................................................106
Section 8.06. Eligibility
Requirements for
Trustee......................................................107
Section 8.07. Resignation and
Removal of
Trustee........................................................107
Section 8.08. Successor
Trustee.........................................................................108
Section 8.09. Merger or
Consolidation of
Trustee........................................................109
Section 8.10. Appointment of
Co-Trustee or Separate
Trustee.............................................109
ARTICLE IX CONCERNING THE TRUST
ADMINISTRATOR...................................................................110
Section 9.01. Duties of Trust
Administrator.............................................................110
Section 9.02. Certain Matters
Affecting the Trust
Administrator.........................................111
Section 9.03. Trust Administrator
Not Liable for Certificates or Mortgage
Loans.........................113
Section 9.04. Trust Administrator
May Own
Certificates..................................................113
Section 9.05. Trust Administrator's
Fees and
Expenses...................................................113
Section 9.06. Eligibility
Requirements for Trust
Administrator..........................................114
Section 9.07. Resignation and
Removal of Trust
Administrator............................................115
Section 9.08. Successor Trust
Administrator.............................................................116
Section 9.09. Merger or
Consolidation of Trust
Administrator............................................117
Section 9.10.
[Reserved]................................................................................117
Section 9.11. Tax
Matters...............................................................................117
Section 9.12. Periodic
Filing...........................................................................120
ARTICLE X
TERMINATION...........................................................................................127
Section 10.01.
Termination upon Liquidation or Purchase of Mortgage
Loans................................127
Section 10.02.
Additional Termination
Requirements.......................................................131
ARTICLE XI MISCELLANEOUS
PROVISIONS.............................................................................132
Section 11.01.
Amendment.................................................................................132
Section 11.02.
Recordation of Agreement;
Counterparts....................................................134
Section 11.03.
Governing
Law.............................................................................134
Section 11.04.
Intention of
Parties......................................................................134
Section 11.05.
Notices...................................................................................135
Section 11.06.
Severability of
Provisions................................................................136
Section 11.07.
Assignment................................................................................136
Section 11.08.
Limitation on Rights of
Certificateholders................................................136
Section 11.09.
Inspection and Audit
Rights...............................................................137
Section 11.10.
Certificates Nonassessable and Fully
Paid.................................................137
Section 11.11.
Compliance With Regulation
AB.............................................................138
Section 11.12.
Third Party
Rights........................................................................138
ARTICLE XII CERTAIN MATTERS REGARDING THE CERTIFICATE
INSURER...................................................138
Section 12.01.
Exercise of Voting Rights of Holder of the Insured
Certificates...........................138
Section 12.02.
Trustee and Trust Administrator to Act Solely with Consent of Class
A-7A
Certificate
Insurer.......................................................................138
Section 12.03.
Trust Fund and Accounts Held for Benefit of Class A-7A Certificate
Insurer................139
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Section 12.04.
Claims Upon the Class A-7A Certificate Insurance Policy; Policy
Payments Account..........139
Section 12.05.
Effect of Payments by Class A-7A Certificate Insurer;
Subrogation.........................143
Section 12.06.
Trust Administrator to Hold the Class A-7A Certificate Insurance
Policy...................143
Section 12.07.
Termination of Certain of Class A-7A Certificate Insurer's
Rights.........................144
Section 12.08.
Survival of
Indemnification...............................................................144
SCHEDULES
Schedule I
Mortgage Loan Schedule
Schedule II
Representations and Warranties as to the Mortgage Loans
Schedule III-A
Class A-1 Cap Contract Schedule
Schedule III-B
Class A-2 Cap Contract Schedule
Schedule IV
Class P Prepayment Charges Mortgage Loan Schedule
EXHIBITS
Exhibit A:
Form of Senior Certificate
A-1
Exhibit B:
Form of Mezzanine Certificate
B-1
Exhibit C:
[Reserved]
C-1
Exhibit D-1:
Form of Class C Certificate
D-1-1
Exhibit D-2:
Form of Class P Certificate
D-2-1
Exhibit D-3:
Form of Class R Certificate
D-3-1
Exhibit E-1:
[Reserved]
E-1-1
Exhibit E-2:
[Reserved]
E-2-1
Exhibit F:
Form of Reverse of Certificates
F-1
Exhibit G:
[Reserved]
G-1
Exhibit H:
[Reserved]
H-1
Exhibit I:
Form of Class R Transfer Affidavit
I-1
Exhibit J:
Form of Transferor Certificate
J-1
Exhibit K:
Form of Investment Letter (Non Rule 144A)
K-1
Exhibit L:
Form of Rule 144A Letter
L-1
Exhibit M:
Form of Request for Release of Documents
M-1
Exhibit N:
Form of Sarbanes-Oxley Certification
N-1
Exhibit O-1:
Form of Class A-1 Cap Contract
O-1-1
Exhibit O-2:
Form of Class A-2 Cap Contract
O-2-1
Exhibit P:
[Reserved]
P-1
Exhibit Q:
Form of Assessment of Compliance
Q-1
Exhibit R:
[Reserved]
R-1
Exhibit S:
Additional Disclosure Notification
S-1
Exhibit T:
Additional Form 10-D Disclosure
T-1
Exhibit U:
Additional Form 10-K Disclosure
U-1
Exhibit V:
Form 8-K Disclosure Information
V-1
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Exhibit W:
[Reserved]
W-1
Exhibit X:
Assessments of Compliance and Attestation Reports Servicing
Criteria
X-1
</TABLE>
v
<PAGE>
THIS
POOLING AND SERVICING AGREEMENT, dated as of February 1, 2007,
among MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC., a
Delaware
corporation, as depositor (the "Depositor"), UBS REAL ESTATE
SECURITIES INC.,
a Delaware corporation, as transferor (the "Transferor"), WELLS
FARGO BANK,
N.A., a national banking association ("Wells Fargo"), as master
servicer (in
such capacity, the "Master Servicer"), and as trust administrator
(in such
capacity, the "Trust Administrator") and THE BANK OF NEW YORK, a
New York
banking corporation organized under the laws of New York, as
trustee (in such
capacity, the "Trustee").
W I T N E S S E T H T
H A T
In
consideration of the mutual agreements herein contained, the
parties
hereto agree as follows:
PRELIMINARY STATEMENT
The
Depositor is the owner of the Trust Fund that is hereby conveyed
to
the Trustee in return for the Certificates. The Trust Fund is being
conveyed
to the Trustee to create a trust for the benefit of the
Certificateholders. As
provided herein, the Trustee shall elect that the Trust Fund
(exclusive of (i)
the right to receive and the obligation to pay Net Rate Carryover
to the
extent such amounts would result in the payment of interest
reflecting an
interest rate exceeding the REMIC Maximum Rate, (ii) the Class A-1
Cap
Contract and the Class A-2 Cap Contract (iii) the Carryover Reserve
Account,
the Class A-1 Cap Account and the Class A-2 Cap Account, and (iv)
the
Supplemental Interest Trust (collectively, the "Excluded Trust
Assets")) be
treated for federal income tax purposes as comprising two real
estate mortgage
investment conduits under Section 860D of the Code (each a "REMIC"
or, in the
alternative the "Subsidiary REMIC," and the "Master REMIC").
Any
inconsistencies or ambiguities in this Agreement or in the
administration of
this Agreement shall be resolved in a manner that preserves the
validity of
such REMIC elections.
Each
Certificate, other than the Class R Certificates, represents
ownership of a regular interest in the Master REMIC for purposes of
the REMIC
Provisions. In addition, each Certificate, other than the Class R,
Class P and
Class C Certificates, represents the right to receive certain
payments
reflecting an interest rate greater than the REMIC Maximum Rate to
the extent
provided herein. The Class R Certificate represents ownership of
the sole
Class of residual interest in each of the Subsidiary REMIC (the
SR-R Interest)
and the Master REMIC (the M-R Interest) for purposes of the REMIC
Provisions.
The Master
REMIC shall hold as its assets the uncertificated interests
in the Subsidiary REMIC, other than the SR-R interest. The
Subsidiary REMIC
shall hold as its assets the property of the Trust Fund other than
the
Excluded Trust Assets.
The
startup day for each REMIC created hereby for purposes of the
REMIC
Provisions is the Closing Date. In addition, for purposes of the
REMIC
Provisions, the latest possible maturity date for each regular
interest in
each REMIC created hereby is the Latest Possible Maturity Date.
6
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Subsidiary REMIC:
The
following table sets forth the designations, principal balances
and
interest rates for each interest in the Subsidiary REMIC, each of
which (other
than the SR-R interest) is hereby designated as a regular interest
in the
Subsidiary REMIC (the "Subsidiary REMIC Regular Interests"):
Corresponding
Initial
Class of
Designation
Interest Rate
Principal Amount
Certificates
-----------
-------------
----------------
------------
SR-A-1
(1)
(2)
A-1
SR-A-2
(1)
(2)
A-2
SR-A-3
(1)
(2)
A-3
SR-A-4
(1)
(2)
A-4
SR-A-5
(1)
(2)
A-5
SR-A-6
(1)
(2)
A-6
SR-A-7A
(1)
(2)
A-7A
SR-A-7B
(1)
(2)
A-7B
SR-A-8
(1)
(2)
A-8
SR-M-1
(1)
(2)
M-1
SR-M-2
(1)
(2)
M-2
SR-M-3
(1)
(2)
M-3
SR-M-4
(1)
(2)
M-4
SR-M-5
(1)
(2)
M-5
SR-M-6
(1)
(2)
M-6
SR-M-7
(1)
(2)
M-7
SR-M-8
(1)
(2)
M-8
SR-M-9
(1)
(2)
M-9
SR-Q
(1)
(3)
N/A
SR-R
(4)
(4)
N/A
SR-P
(5)
$100
P
____________
__
(1) The interest
rate with respect to any Distribution Date (and the related
Accrual
Period) for each of these Subsidiary REMIC Regular Interests is
a per
annum rate equal to the Net WAC.
(2) This
interest shall have an initial principal balance equal to one
half
of the Original
Certificate Principal Balance of its Corresponding Class
of
Certificates.
(3) This
interest shall have an initial principal balance amount equal
to
the excess
of (i) the aggregate Pool Balance as of the Cut-off Date,
over (ii)
the aggregate initial class principal amount of each other
regular
interest in the Subsidiary REMIC (other than the Class SR-P
interest).
(4) The SR-R
Interest is the sole Class of residual interest in the
Subsidiary
REMIC. It does not have an interest rate or a principal
balance.
(5) The Class
SR-P Interest is entitled to the Class P Prepayment Charges
collected
with respect to the Mortgage Loans.
On each
Distribution Date, interest shall be distributed on the
interests in the Subsidiary REMIC based on the above-described
interest rates,
except that interest shall be deferred on the SR-Q Interest to the
extent
necessary to make the principal distributions described below.
7
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On each
Distribution Date, principal shall be distributed, and Realized
Losses shall be allocated, among the interests in the Subsidiary
REMIC as
follows:
(i) first,
concurrently to each Subsidiary REMIC Regular
Interest with a Corresponding Class of Certificates until
the principal balance of each such Subsidiary REMIC Regular
Interest equals 50% of the Class Principal Balance of the
Corresponding Class of Certificates for immediately after
such Distribution Date; and
(ii) second, to the
SR-Q Interest.
On each
Distribution Date, the Trust Administrator shall distribute the
Class P Prepayment Charges with respect to the Mortgage Loans to
the SR-P
Interest.
Master REMIC
The
following table sets forth the designations, principal balances
and
interest rates for each interest in the Master REMIC, each of which
(other
than the MR-R interest) is hereby designated as a regular interest
in the
Master REMIC (the "Master REMIC Regular Interests"):
<TABLE>
<CAPTION>
Initial Aggregate
Latest Possible
Designation
Pass-Through Rate(6)
Certificate Principal Balance ($) Maturity
Date(1)
-----------
--------------------
---------------------------------
----------------
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Class A-1
Variable(2)
284,586,000
March 25, 2037
Class A-2
Variable(2)
86,219,000
March 25, 2037
Class A-3
5.88%(3)
70,445,000
March 25, 2037
Class A-4
5.95%(3)
58,039,000
March 25, 2037
Class A-5
5.95%(3)
34,583,000
March 25, 2037
Class A-6
6.12%(3)
38,205,000
March 25, 2037
Class A-7A
6.11%(3)
38,693,000
March 25,
2037
Class A-7B
6.39%(3)
7,458,000
March 25, 2037
Class A-8
5.80%(3)
73,537,000
March 25, 2037
Class M-1
6.17%(3)
13,303,000
March 25, 2037
Class M-2
6.22%(3)
7,021,000
March 25, 2037
Class M-3
6.27%(3)
4,803,000
March 25, 2037
Class M-4
6.40%(3)
4,434,000
March 25, 2037
Class M-5
6.40%(3)
2,586,000
March 25, 2037
Class M-6
6.40%(3)
2,586,000
March 25, 2037
Class M-7
6.40%(3)
2,586,000
March 25, 2037
Class M-8
6.40%(3)
2,586,000
March 25, 2037
Class M-9
6.40%(3)
3,695,000
March 25, 2037
Class C
(4)
(4)
March 25, 2037
Class P
N/A(5)
$100
March 25, 2037
Class M-R
(7)
(7)
N/A
</TABLE>
___________________
(1) For purposes
of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the Latest
Possible Maturity Date has been designated as the "latest
possible
maturity date" for each Class of Certificates.
8
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(2) The
Pass-Through Rate on any Distribution Date with respect to the
Class
A-1 and
Class A-2 Certificates will be a per annum rate equal to the
lesser of
(i) One Month LIBOR for the related Accrual Period plus the
related
Certificate Margin for that Distribution Date and (ii) the
related
Net Rate Cap.
(3) The
Pass-Through Rate on any Distribution Date with respect to the
Class
A-3, Class
A-4, Class A-5, Class A-6, Class A-7A, Class A-7B, Class A-8,
Class M-1,
Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
M-7, Class
M-8 and Class M-9 Certificates will be a per annum rate equal
to the
lesser of (i) the fixed rate for the related Accrual Period and
(ii) the
related Net Rate Cap. After the first possible optional
termination date, if the optional termination is not exercised,
the
fixed rate
for each class of certificates will increase by 0.50%.
(4) The Class C
Certificates will accrue interest at its variable
Pass-Through Rate on the Notional Amount of the Class C
Certificates
outstanding from time to time. For purposes of the REMIC
Provisions,
Class C
Certificates shall have an initial principal balance of
$3,700,605.00. For each Distribution Date the Class CF Certificates
are
entitled
to an amount equal to a specified portion of the interest
payable on
the Subsidiary REMIC Regular Interests (other than the SR-P
Interests)
equal to the excess of the Net WAC over the product of two
and the
weighted average interest rate of the Subsidiary REMIC Regular
Interests
(other than the SR-P Interests) with each such Class other
than the
SR-Q Subsidiary REMIC Interest, subject to a cap equal to the
Pass-Through Rate of the Corresponding Master REMIC Class and the
SR-Q
Subsidiary
REMIC Regular Interest subject to a cap of 0.00%. The
Pass-Through Rate of the Class C Certificates shall be a rate
sufficient
to entitle
it to an amount equal to all interest accrued on the Mortgage
Loans less
the interest accrued on the other Master REMIC Interests. The
Class C
distribution for any Distribution Date is payable from current
interest
on the Mortgage Loans and any related overcollateralization
reduction
for that Distribution Date.
(5) The Class P
Certificates will not accrue interest. The Class P
Certificates shall be entitled to all amounts payable with respect
to
the Class
SR-P Subsidiary REMIC Interest.
(6) For purposes
of the REMIC Provisions, the maximum rate of interest
payable on
the regular interest evidenced by this Certificate shall not
exceed the
REMIC Maximum Rate.
(7) The M-R
Interest is the sole Class of residual interest in the Master
REMIC. It
does not have an interest rate or a principal balance.
In
consideration of the mutual agreements herein contained, the
Depositor, the Transferor, the Master Servicer, the Trust
Administrator and
the Trustee agree as follows:
Set forth
below are designations of Classes of Certificates to the
categories used herein:
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Adjustable Rate Certificates............ The Class A-1
and Class A-2 Certificates.
Book-Entry Certificates................. All Classes of
Offered Certificates.
ERISA-Restricted Certificates........... The Private
Certificates, the Residual Certificates and, in
general, any Certificates that do not satisfy the applicable
ratings requirement under the Underwriter's Exemption, upon
its acquisition.
ERISA-Restricted Cap Certificates....... The Offered
Certificates.
Fixed Rate Certificates................. The Class A-3,
Class A-4, Class A-5, Class A-6, Class A-7A,
Class A-7B, Class A-8 Certificates and the Mezzanine
Certificates.
Mezzanine Certificates.................. The Class M-1,
Class M-2, Class M-3, Class M-4, Class M-5,
Class M-6, Class M-7, Class M-8 and Class M-9 Certificates.
Offered Certificates.................... The Senior
Certificates and Mezzanine Certificates.
</TABLE>
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<TABLE>
<S>
<C>
Physical Certificates................... The Class M-5,
Class M-6, Class M-7, Class M-8 and Class M-9
Certificates, the Class C Certificates, the Class P
Certificates and the Residual Certificates.
Private Certificates.................... The Class P
Certificates and Class C Certificates.
Rating Agencies......................... Moody's and
S&P.
Regular Certificates.................... All Classes of
Certificates, other than the Residual
Certificates.
Residual Certificates................... The Class R
Certificates.
Senior Certificates..................... The Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5,
Class A-6, Class A-7A, Class A-7B and Class A-8 Certificates.
Subordinate Certificates................ The Mezzanine
Certificates and the Class C Certificates.
</TABLE>
Defined
terms and provisions herein relating to statistical rating
agencies not designated above as Rating Agencies shall be of no
force or
effect.
10
<PAGE>
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.
Whenever used in this Agreement, the following words and
phrases,
unless the context otherwise requires, shall have the following
meanings:
10-K Filing Deadline: As defined in Section 9.12.
Account Property: All amounts and investments held from time to
time
in a Securities Account (whether in the form of deposit accounts,
physical
property, book-entry securities, uncertificated securities,
securities
entitlements, investment property or otherwise), and all proceeds
of the
foregoing.
Accountant's Attestation: As defined in Section 3.22(b)(i).
Accrual Period: With respect to any Distribution Date and the
Fixed
Rate Certificates, the calendar month preceding the month in which
such
Distribution Date occurs (calculated on a 30/360 day basis). With
respect to
the first Distribution Date and the Adjustable Rate Certificates,
the period
from the Closing Date to (but excluding) the first Distribution
Date
(calculated on an actual/360 day basis). With respect to each
Distribution
Date thereafter and the Adjustable Rate Certificates, from the
prior
Distribution Date to (but excluding) the current Distribution Date
(calculated
on an actual/360 day basis).
Additional Disclosure Notification: As set forth in Exhibit S.
Additional Form 10-D Disclosure: As defined in Section
9.12(a)(i).
Additional Form 10-K Disclosure: As defined in Section
9.12(b)(i).
Adjusted WAC: For any Distribution Date (and the related
Accrual
Period), an amount equal to (i) two, multiplied by (ii) the
weighted average
of the interest rates for such Distribution Date for the Subsidiary
REMIC
Regular Interests (other than any interest only regular interest),
weighted in
proportion to their class principal amounts as of the beginning of
the related
Accrual Period and computed by subjecting the rate on each
Subsidiary REMIC
Regular Interest that does not correspond to a Class of
Certificates to a cap
of 0.00%, and by subjecting the rate on each remaining such
Subsidiary REMIC
Regular Interest to a cap that corresponds to the Pass-Through Rate
for the
Corresponding Class of Certificates, provided, however, that for
each Class of
Adjustable Rate Certificates, the Pass-Through Rate shall be
multiplied by an
amount equal to (a) the actual number of days in the Accrual
Period, divided
by (b) 30.
11
<PAGE>
Advance: An advance of principal or interest required to be made
by
the Servicer pursuant to the Servicing Agreement or required to be
made by the
Master Servicer with respect to any Distribution Date pursuant to
Section
4.01.
Affiliate: When used with reference to a specified Person,
another
Person that (i) directly or indirectly controls or is controlled by
or is
under common control with the specified Person, (ii) is an officer
of, partner
in or trustee of, or serves in a similar capacity with respect to,
the
specified Person or of which the specified Person is an officer,
partner or
trustee, or with respect to which the specified Person serves in a
similar
capacity, or (iii) directly or indirectly is the beneficial owner
of 10% or
more of any class of equity securities of the specified Person or
of which the
specified Person is directly or indirectly the owner of 10% or more
of any
class of equity securities.
Agreement: This Pooling and Servicing Agreement and all
amendments
or supplements hereto.
Allocated Realized Loss Amount: With respect to any
Distribution
Date, the amount, if any, by which the aggregate Class Principal
Balance of
all Classes of Certificates (after all distributions of principal
on such
Distribution Date) exceeds the aggregate Stated Principal Balance
of the
Mortgage Loans as of the Due Date in the month of such Distribution
Date.
Amount Held for Future Distribution: As to any related
Distribution
Date and any Mortgage Loan, the aggregate amount held in the
Collection
Account at the close of business on the related Servicer Remittance
Date with
respect to such Mortgage Loan at the close of business on the
related Servicer
Remittance Date on account of (i) Principal Prepayments received
after the
related Prepayment Period and Liquidation Proceeds and Insurance
Proceeds
received in the month of such Distribution Date and (ii) all
Scheduled
Payments due after the related Due Date.
Annual Statement of Compliance: As defined in Section 3.21(a).
Appraised Value: With respect to any Mortgage Loan, the
Appraised
Value of the related Mortgaged Property shall be: (i) with respect
to a
Mortgage Loan other than a Refinancing Mortgage Loan, the lesser of
(a) the
value of the Mortgaged Property based upon the appraisal made at
the time of
the origination of such Mortgage Loan and (b) the sales price of
the Mortgaged
Property at the time of the origination of such Mortgage Loan; and
(ii) with
respect to a Refinancing Mortgage Loan, the value of the Mortgaged
Property
based upon the appraisal made at the time of the origination of
such
Refinancing Mortgage Loan as modified by an updated appraisal.
Assessment of Compliance: As defined in Section 3.22(a)(i).
Assignment: An individual assignment of a Mortgage, notice of
transfer or equivalent instrument in recordable form, sufficient
under the
laws of the jurisdiction wherein the related Mortgaged Property is
located to
reflect of record the sale or transfer of the Mortgage Loan.
12
<PAGE>
Assignment Agreement: The Reconstituted Servicing Agreement,
dated
as of February 27, 2007, between TBW and the Depositor, whereby the
Servicing
Agreement with respect to the Mortgage Loans was assigned to the
Depositor and
the Trustee for the benefit of the Certificateholders and the Class
A-7A
Certificate Insurer.
Assignment of Proprietary Lease: With respect to a Cooperative
Mortgage Loan, the assignment or mortgage of the related
Proprietary Lease
from the Mortgagor to the originator of the Cooperative Mortgage
Loan.
Auction Initiator: The Class C Certificateholder; provided, that
if
the Class C Certificateholder has not exercised its rights to
initiate an
auction under Section 10.01 on any date on which the Class C
Certificateholder
is entitled to do so, and the Master Servicer has not exercised
its
termination rights under Section 10.01 on any date on which the
Master
Servicer is entitled to do so, the Auction Initiator shall be the
Class A-7A
Certificate Insurer.
Auction Date: As defined in Section 10.01(b).
Auction Purchaser: As defined in Section 10.01(b).
Auction Sale Price: As defined in Section 10.01(b).
Available Funds: As to any Distribution Date, the sum of (a)
the
Interest Remittance Amount for that Distribution Date and (b) the
Principal
Remittance Amount for that Distribution Date.
Bankruptcy Code: The United States Bankruptcy Reform Act of 1978,
as
amended.
Basic Principal Distribution Amount: With respect to each
Distribution Date, the lesser of:
(a) the aggregate Class Principal Balance of the Senior and
Mezzanine Certificates immediately prior to such Distribution Date,
and
(b) the excess, if any, of (a) the Principal Remittance Amount
for
such Distribution Date over (b) the Overcollateralization Release
Amount for
such Distribution Date.
Book-Entry Certificates: As specified in the Preliminary
Statement.
Business Day: Any day other than (i) a Saturday or a Sunday or
(ii)
a day on which banking institutions in the City of New York, New
York,
Minnesota, Maryland, or any city in which the Corporate Trust
Office of the
Trustee or Trust Administrator is located are authorized or
obligated by law
or executive order to be closed.
Carryover Reserve Fund: The separate Eligible Account created
and
initially maintained by the Trust Administrator pursuant to Section
4.09 in
the name of the Trust Administrator for the benefit of the
Certificateholders
and designated "Wells Fargo Bank, N.A., for the benefit of The Bank
of New
York, in trust for the registered Holders of TBW Mortgage-
13
<PAGE>
Banked Trust 2007-1, Mortgage Pass-Through Certificates, Series
2007-1." Funds
in the Carryover Reserve Fund shall be held in trust for the
Certificateholders for the uses and purposes set forth in this
Agreement.
Certificate: Any one of the Certificates executed by the Trust
Administrator on behalf of the Trust and authenticated by the
Trust
Administrator in substantially the forms attached hereto as
Exhibits A through
F.
Certificate Margin: The certificate margin with respect to each
Class of Adjustable Rate Certificates will be as set forth
below:
Margin
Class
(1)
(2)
-----
---
---
A-1
0.09%
0.18%
A-2
0.15%
0.30%
(1) For each Distribution Date through and including the
Optional
Termination Date.
(2) For each Distribution Date after the Optional Termination
Date.
Certificate Owner: With respect to a Book-Entry Certificate,
the
Person who is the beneficial owner of such Book-Entry
Certificate.
Certificate Principal Balance: With respect to any Certificate
(other than the Class C Certificates) at any date, the maximum
dollar amount
of principal to which the Holder thereof is then entitled under
this
Agreement, such amount being equal to the Denomination of that
Certificate (A)
plus, with respect to the Mezzanine Certificates, any increase to
the
Certificate Principal Balance of such Certificate pursuant to
Section 4.02 due
to the receipt of Subsequent Recoveries and (B) minus the sum of
(i) all
distributions of principal previously made with respect to that
Certificate,
(ii) with respect to the Mezzanine Certificates, any Allocated
Realized Loss
Amounts allocated to such Certificate on previous Distribution
Dates pursuant
to Section 4.02(c) without duplication and (iii) with respect to
the Class
A-7A Certificates, the amount of any payments under the Class A-7A
Certificate
Insurance Policy relating to principal; provided, however, that
solely for
purposes of determining the Premium Distribution Amount payable to
the Class
A-7A Certificate Insurer and the Class A-7A Certificate Insurer's
rights as
subrogee to the Holders of the Insured Certificates, the
Certificate Principal
Balance of any Insured Certificate shall be deemed not to be
reduced by any
principal amounts paid to the Holder thereof from payments made by
the Class
A-7A Certificate Insurer under the Class A-7A Certificate Insurance
Policy,
unless such amounts have been reimbursed to the Class A-7A
Certificate Insurer
pursuant to Section 4.02. With respect to each Class C Certificate
as of any
date of determination, an amount equal to the Percentage Interest
evidenced by
such Certificate times the excess, if any, of (A) the then
aggregate
Uncertificated Balance of the Subsidiary REMIC Regular Interests
over (B) the
then aggregate Certificate Principal Balance of the Senior
Certificates and
the Mezzanine Certificates then outstanding.
Certificate Register: The register maintained pursuant to
Section
5.02 hereof.
14
<PAGE>
Certificateholder or Holder: The person in whose name a
Certificate
is registered in the Certificate Register, except that, solely for
the purpose
of giving any consent pursuant to this Agreement, any Certificate
registered
in the name of the Master Servicer or the Depositor or any
affiliate of the
Master Servicer or the Depositor, as applicable, 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 Master Servicer or
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 Trust Administrator is entitled to rely conclusively
on a
certification of the Master Servicer or the Depositor or any
affiliate of the
Master Servicer or the Depositor, as applicable, in determining
which
Certificates are registered in the name of an affiliate of the
Master Servicer
or the Depositor.
Certification Parties: As defined in Section 9.12(b)(iv).
Certifying Person: As defined in Section 9.12(b)(iv).
Class: All
Certificates bearing the same class designation as set
forth in the Preliminary Statement.
Class A-1 Cap Account: A segregated trust account established
and
maintained by the Trust Administrator pursuant to 3.07(i) of this
agreement in
which payments received under the Class A-1 Cap Contract from the
Class A-1
Cap Provider will be deposited.
Class A-1 Cap Contract: The cap contract between the Class A-1
Cap
Provider and the Trust Administrator relating to the Certificates
in the form
attached hereto as Exhibit O-1.
Class A-1 Cap Contract Termination Date: The Distribution Date
in
June 2009.
Class A-1 Cap Provider: Bear Stearns Financial Products, Inc.
Class A-2 Cap Account: A segregated trust account established
and
maintained by the Trust Administrator pursuant to 3.07(j) of this
agreement in
which payments received under the Class A-2 Cap Contract from the
Class A-2
Cap Provider will be deposited.
Class A-2 Cap Contract: The cap contract between the Class A-2
Cap
Provider and the Trust Administrator relating to the Certificates
in the form
attached hereto as Exhibit O-2.
Class A-2 Cap Contract Termination Date: The Distribution Date
in
May 2010.
Class A-2 Cap Provider: Bear Stearns Financial Products, Inc.
15
<PAGE>
Class A-7A Certificate Insurance Policy: The Financial Guaranty
Insurance Policy No. 492470 issued by the Class A-7A Certificate
Insurer in
respect of the Insured Certificates, including any endorsements
thereto.
Class A-7A Certificate Insurer: MBIA Insurance Corporation, a
New
York stock insurance company, and its successors in interest.
Class A-7A Certificate Insurer Default: As defined in Section
12.01.
Class A-7A Certificate Insurer Fee Rate: 0.07% per annum.
Class A-7A Certificate Insurer Reimbursement Amount: With respect
to
any Distribution Date, any amount owing to the Class A-7A
Certificate Insurer
under Section 4.02 or 4.07 for reimbursement, with interest, for
claims paid
with respect to the Class A-7A Certificates under the Class A-7A
Certificate
Insurance Policy and any other amounts owing to the Class A-7A
Certificate
Insurer under the Insurance Agreement and remaining unpaid for
such
Distribution Date.
Class C Certificate: Any one of the Class C Certificates
executed,
authenticated and delivered by the Trust Administrator,
substantially in the
form annexed hereto as Exhibit D-1.
Class P Certificate: Any one of the Class P Certificates
executed,
authenticated and delivered by the Trust Administrator,
substantially in the
form annexed hereto as Exhibit D-2.
Class P Prepayment Charges: Any prepayment premium, penalty or
charge to which the Trust is entitled with respect to the Mortgage
Loans
identified on Schedule IV attached hereto.
Class P Reserve Fund: The account established and maintained by
the
Trust Administrator pursuant to Section 3.07(j).
Class Principal Balance: With respect to any Class of
Certificates
and as to any date of determination, the aggregate of the
Certificate
Principal Balances of all Certificates of such Class as of such
date.
Clearstream: Clearstream Banking Luxembourg, formerly known as
Cedelbank SA.
Closing Date: February 27, 2007.
Code: The Internal Revenue Code of 1986, including any successor
or
amendatory provisions.
Collection Account: The separate Eligible Account or Accounts
created and maintained by the Master Servicer pursuant to Section
3.07(b) with
a depository institution in the name of the Master Servicer for the
benefit of
the Trustee on behalf of Certificateholders and the
16
<PAGE>
Class A-7A Certificate Insurer and designated "Wells Fargo Bank,
N.A., for the
benefit of The Bank of New York, in trust for the registered
Holders of TBW
Mortgage-Banked Trust 2007-1, Mortgage Pass-Through Certificates,
Series
2007-1." The Collection Account may be deemed to be a sub-account
of the
Distribution Account.
Commission: The U.S. Securities and Exchange Commission.
Compensating Interest: With respect to any Distribution Date,
the
amount required to be paid by the Servicer under the Servicing
Agreement in
connection with Prepayment Interest Shortfalls that occur on the
Mortgage
Loans for the related Distribution Date.
Control Person: As defined in Section 8.05.
Cooperative Corporation: With respect to any Cooperative
Mortgage
Loan, the cooperative apartment corporation that holds legal title
to the
related Cooperative Property and grants occupancy rights to units
therein to
stockholders through Proprietary Leases or similar
arrangements.
Cooperative Lien Search: A search for (a) federal tax liens,
mechanics' liens, lis pendens, judgments of record or otherwise
against (i)
the Cooperative Corporation and (ii) the seller of the Cooperative
Unit, (b)
filings of Financing Statements and (c) the deed of the Cooperative
Property
into the Cooperative Corporation.
Cooperative Mortgage Loan: A Mortgage Loan that is secured by a
second lien on and a perfected security interest in Cooperative
Shares and the
related Proprietary Lease granting exclusive rights to occupy the
related
Cooperative Unit in the building owned by the related Cooperative
Corporation.
Cooperative Property: With respect to any Cooperative Mortgage
Loan,
all real property and improvements thereto and rights therein and
thereto
owned by a Cooperative Corporation including without limitation the
land,
separate dwelling units and all common elements.
Cooperative Shares: With respect to any Cooperative Mortgage
Loan,
the shares of stock issued by a Cooperative Corporation and
allocated to a
Cooperative Unit and represented by stock certificates.
Cooperative Unit: With respect to any Cooperative Mortgage Loan,
a
specific unit in a Cooperative Property.
Corporate Trust Office: With respect to the Trustee, the
designated
office of the Trustee at which at any particular time its corporate
trust
business with respect to this Agreement shall be administered,
which office at
the date of execution of this Agreement is located at 101 Barclay
Street, 4W,
New York, New York 10286, Attention: Structured Finance-- TBW
Mortgage-Backed
Trust 2007-1, which is the address to which appropriate notices to
and
correspondence with the Trustee should be directed.
17
<PAGE>
With respect to the Trust Administrator, the designated office
of
the Trust Administrator at which at any particular time its
corporate trust
business with respect to this Agreement shall be administered,
which office at
the date of execution of this Agreement is located for certificate
transfer
purposes at Wells Fargo Center, Sixth Street and Marquette
Avenue,
Minneapolis, Minnesota 55479, Attention: Corporate Trust
Services--TBW 2007-1,
and for all other purposes at 9062 Old Annapolis Road, Columbia
Maryland
21045, Attention: Corporate Trust Services--TBW 2007-1.
Corresponding Class: With respect to any interest in the
Subsidiary
REMIC, the Corresponding Class of Certificates identified in the
table for the
Subsidiary REMIC in the Preliminary Statement.
Covered Mortgage Loan: A Mortgage Loan categorized as Covered
pursuant to Appendix E of Standard & Poor's Glossary.
Cumulative Loss Trigger Event: A Cumulative Loss Trigger Event is
in
effect with respect to a Distribution Date on or after the Stepdown
Date if
the aggregate amount of Realized Losses on the Mortgage Loans from
(and
including) the Cut-off Date for each such Mortgage Loan to (and
including) the
related Due Date (reduced by the aggregate amount of Subsequent
Recoveries
received from the Cut-off Date through the Prepayment Period
related to that
Due Date) exceeds the applicable percentage, for such Distribution
Date, of
the aggregate Stated Principal Balance of the Mortgage Loans as of
the Cut-off
Date, as set forth below:
<TABLE>
<CAPTION>
Distribution Date
Percentage
-----------------
----------
<S>
<C>
March 2009 - February 2010
0.25% with respect to March 2009, plus an additional 1/12th of
0.35% for
each month thereafter through February 2010.
March 2010 - February 2011
0.60% with respect to March 2010, plus an additional 1/12th of
0.45% for
each month thereafter through February 2011.
March 2011 - February 2012
1.05% with respect to March 2011, plus an additional 1/12th of
0.45% for
each month
thereafter through February 2012.
March 2012 - February 2013
1.50% with respect to March 2012, plus an additional 1/12th of
0.25% for
each month thereafter through February 2013.
March 2013 and thereafter
1.75%.
</TABLE>
Current Interest: With respect to each Class of Offered
Certificates
and each Distribution Date, the interest accrued at the
applicable
Pass-Through Rate for the applicable Accrual Period on the Class
Principal
Balance of such Class immediately prior to such Distribution Date,
reduced by
any Prepayment Interest Shortfalls not covered by Compensating
Interest
Payments and Relief Act Reductions (allocated to each such
Certificate based
on its respective entitlements to interest irrespective of any
Prepayment
Interest Shortfalls and Relief Act Reductions for such Distribution
Date).
Custodian: Colonial Bank, N.A., and its successor and assigns or
any
successor Custodian under the Custodial Agreement.
Custodial Agreement: The Custodial Agreement, dated as of
February
1, 2007, among the Trustee, the Trust Administrator and the
Custodian.
18
<PAGE>
Cut-off Date: February 1, 2007.
Cut-off Date Principal Balance: The aggregate Principal Balance
of
the Mortgage Loans as of the close of business on the Cut-off Date,
which
amount is equal to $739,065,704.84
Deficient Valuation: With respect to any Mortgage Loan, a
valuation
by a court of competent jurisdiction of the Mortgaged Property in
an amount
less than the then outstanding indebtedness under the Mortgage
Loan, or any
reduction in the amount of principal to be paid in connection with
any
Scheduled Payment that results in a permanent forgiveness of
principal, which
valuation or reduction results from an order of such court which is
final and
non-appealable in a proceeding under the Bankruptcy Code.
Definitive Certificates: Any Physical Certificate issued pursuant
to
Section 5.02(e).
Deleted Mortgage Loan: Any Mortgage Loan that is replaced or
required to be replaced pursuant to Section 2.02 or 2.03.
Delinquency Trigger Event: A Delinquency Trigger Event is in
effect
with respect to a Distribution Date if the Rolling Sixty Day
Delinquency Rate
for the outstanding Mortgage Loans equals or exceeds the product of
49.30% and
the Senior Enhancement Percentage for such Distribution Date.
Delinquent: With respect to any Mortgage Loan, means that any
monthly payment with respect to such Mortgage Loan that is due on a
Due Date
is not made by the close of business on the next scheduled Due Date
for such
Mortgage Loan. A Mortgage Loan is "30 days Delinquent" if such
monthly payment
has not been received by the close of business on the corresponding
day of the
month immediately succeeding the month in which such monthly
payment was due
or, if there was 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;
and
similarly for "60 days Delinquent" and "90 days Delinquent," etc.
(in each
case, after giving effect to scheduled payments of principal due
during the
related Due Period, to the extent received or advanced, and
unscheduled
collections of principal received during the related Prepayment
Period).
Denomination: With respect to each Certificate, the amount set
forth
on the face thereof as the "Initial Certificate Principal Balance
of this
Certificate" or the "Initial Notional Amount of this Certificate"
or, if
neither of the foregoing, the Percentage Interest appearing on the
face
thereof.
Depositor: Mortgage Asset Securitization Transactions, Inc., a
Delaware corporation, or its successor in interest.
Depository: The initial Depository shall be The Depository
Trust
Company, the nominee of which is CEDE & Co., as the registered
Holder of the
Book-Entry Certificates. The Depository shall at all times be a
"clearing
corporation" as defined in Section 8-102(a)(5) of the Uniform
Commercial Code
of the State of New York.
19
<PAGE>
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.
Determination Date: The date on which the Servicer is required
to
determine the amount it is required to advance pursuant to the
Servicing
Agreement.
Distribution Account: The separate Eligible Account created and
maintained by the Trust Administrator pursuant to Section 3.07(d)
in the name
of the Trustee for the benefit of the Certificateholders and the
Class A-7A
Certificate Insurer and designated "The Bank of New York in trust
for
registered holders of TBW Mortgage-Backed Trust 2007-1, Mortgage
Pass-Through
Certificates, Series 2007-1." Funds in the Distribution Account
shall be held
in trust for the Certificateholders and the Class A-7A Certificate
Insurer for
the uses and purposes set forth in this Agreement.
Distribution Account Deposit Date: As to any Distribution Date,
one
Business Day prior to such Distribution Date.
Distribution Date: Commencing in March 2007, the Distribution
Date
shall be 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.
Distribution Date Statement: The statement delivered to the
Certificateholders pursuant to Section 4.04.
DTC: The Depository Trust Company.
Due Date: With respect to each Mortgage Loan, the date on which
the
Scheduled Payment is due each month.
Due Period: With respect to each Distribution Date, the period
commencing on the second day of the month preceding the month of
the
Distribution Date and ending on the first day of the month of the
Distribution
Date.
Eligible Account: Any of (i) an account or accounts maintained
with
a federal or state chartered depository institution or trust
company the short
term unsecured debt obligations of which (or, in the case of a
depository
institution or trust company that is the principal subsidiary of a
holding
company, the debt obligations of such holding company) have either
(a) a
rating of at least "A-2" by S&P at the time any amounts are
held on deposit
therein, if the amounts on deposit are to be held in the account
for no more
than 30 days and are not intended to be used as credit enhancement
(provided,
that if such rating falls below "A-2" by S&P, funds in such
account shall
immediately be transferred to an otherwise Eligible Account) or (b)
the
highest short term ratings of each Rating Agency at the time any
amounts are
held on deposit therein, if the amounts on deposit are to be held
in the
account for more than 30 days or are intended to be used as
credit
enhancement, or (ii) an account or accounts in a depository
institution or
trust company in which such accounts are insured by the FDIC (to
the limits
established by the FDIC) and the uninsured deposits in which
accounts are
otherwise secured such that, as evidenced by an Opinion of Counsel
delivered
to the Trustee, the Trust
20
<PAGE>
Administrator, the Class A-7A Certificate Insurer and the NIMS
Insurer and to
each Rating Agency, the Certificateholders have a claim with
respect to the
funds in such account or a perfected first priority security
interest against
any collateral (which shall be limited to Permitted Investments)
securing such
funds that is superior to claims of any other depositors or
creditors of the
depository institution or trust company in which such account is
maintained,
or (iii) a non interest bearing segregated trust account or
accounts
maintained with (a) the trust department of a federal or state
chartered
depository institution or (b) a trust company, acting in its
fiduciary
capacity or (iv) any other account acceptable to each Rating
Agency. Eligible
Accounts may bear interest, and may include, if otherwise qualified
under this
definition, accounts maintained with the Trust Administrator.
Eligible Substitute Mortgage Loan: With respect to a Mortgage
Loan
substituted by the Transferor for a Deleted Mortgage Loan, a
Mortgage Loan
which must, on the date of such substitution, (i) have a Principal
Balance,
(or, in the case of a substitution of more than one mortgage loan
for a
Deleted Mortgage Loan, an aggregate Principal Balance), not in
excess of, and
not more than 10% less than the Principal Balance of the Deleted
Mortgage
Loan; (ii) be accruing interest at a rate no lower than and not
more than 1%
per annum higher than, that of the Deleted Mortgage Loan; (iii)
have a
Loan-to-Value Ratio no higher than that of the Deleted Mortgage
Loan; (iv)
have a remaining term to maturity no greater than (and not more
than one year
less than that of) the Deleted Mortgage Loan; (v) comply with
each
representation and warranty set forth in Section 2.03 hereof; (vi)
be the same
credit grade category as the Deleted Mortgage Loan; (vii) have the
same
prepayment penalty term; and (viii) not be a Cooperative Mortgage
Loan unless
the Deleted Mortgage Loan was a Cooperative Mortgage Loan.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA Qualifying Underwriting: A best efforts or firm
commitment
underwriting or private placement that meets the requirements
(without regard
to the ratings requirements) of an Underwriter's Exemption.
ERISA-Restricted Certificate: As specified in the Preliminary
Statement.
Euroclear: The Euroclear System.
Excess Proceeds: With respect to any Liquidated Mortgage Loan,
the
amount, if any, by which the sum of any Liquidation Proceeds of
such Mortgage
Loan received in the calendar month in which such Mortgage Loan
became a
Liquidated Mortgage Loan, exceeds (i) the Principal Balance of such
Liquidated
Mortgage Loan as of the Due Date in the month in which such
Mortgage Loan
became a Liquidated Mortgage Loan plus (ii) accrued interest at the
Mortgage
Rate from the Due Date as to which interest was last paid or
advanced (and not
reimbursed) to Certificateholders up to the Due Date applicable to
the
Distribution Date immediately following the calendar month during
which such
liquidation occurred.
Exchange Act: The Securities Exchange Act of 1934, as amended
from
time to time, and the rules and regulations thereunder.
21
<PAGE>
Excluded Interest Payments: The excess of the amount of
interest
that accrues on the Adjustable Rate Certificates for the first
Accrual Period
over the amount of interest that would have accrued on such
Certificates had
the first Accrual Period started on the Closing Date.
Fannie Mae: Fannie Mae, a federally chartered and privately
owned
corporation organized and existing under the Federal National
Mortgage
Association Charter Act, or any successor thereto.
FDIC: The Federal Deposit Insurance Corporation, or any
successor
thereto.
Final Certification: With respect to the Custodian, the
certification required to be delivered by the Custodian not later
than 90 days
after the Closing Date to the Depositor, the Depositor, the Class
A-7A
Certificate Insurer, the Trustee, the Trust Administrator and the
Transferor
pursuant to Section 6 of the Custodial Agreement in the form
annexed thereto
as Exhibit 2.
Financing Statement: A financing statement in the form of a UCC-1
or
UCC-3, as applicable, filed pursuant to the Uniform Commercial Code
to perfect
a security interest in the Cooperative Shares and Pledge
Instruments.
Fixed Rate: With respect to any Class of Fixed Rate
Certificates,
the Pass Through Rate as set forth in the Preliminary
Statement.
Fixed Rate Certificates: As defined in the Preliminary
Statement.
Form 8-K Disclosure Information: As defined in Section
9.12(c)(i).
Freddie Mac: Freddie Mac, a corporate instrumentality of the
United
States created and existing under Title III of the Emergency Home
Finance Act
of 1970, as amended, or any successor thereto.
High Cost Mortgage Loan: A Mortgage Loan classified as (a) a
"high
cost" loan under the Home Ownership and Equity Protection Act of
1994, (b) a
"high cost home," "threshold," "covered," (excluding New Jersey
"Covered Home
Mortgage Loans" as that term is defined in clause (1) of the
definition of
that term in the New Jersey Home Ownership Security Act of 2002),
"high risk
home," "predatory" or similar loan under any other applicable
state, federal
or local law (or a similarly classified loan using different
terminology under
a law imposing heightened regulatory scrutiny or additional legal
liability
for residential mortgage loans having high interest rates, points
and/or fees)
or (c) a Mortgage Loan categorized as High Cost pursuant to
Appendix E of
Standard and Poor's Glossary.
Highest Priority: As of any date of determination, the Class of
Mezzanine Certificates then outstanding with a Class Principal
Balance greater
than zero, with the highest priority for payments pursuant to
Section 4.01, in
the following order of descending priority: Class M-1, Class M-2,
Class M-3,
Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class
M-9
Certificates.
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<PAGE>
Home Loan: A Mortgage Loan categorized as a Home Loan pursuant
to
Appendix E of Standard & Poor's Glossary.
Homeownership Act: The federal Truth-in-Lending Act as amended
by
the Home Ownership and Equity Protection Act of 1994.
Indenture: Any indenture pursuant to which notes are issued as
to
which the NIMS Insurer guaranteed payment.
Independent: When used with respect to any accountants, a Person
who
is "independent" within the meaning of Rule 2-01(B) of the
Commission's
Regulation S-X. Independent means when used with respect to any
other Person,
a Person who (a) is in fact independent of another specified Person
and any
affiliate of such other Person, (b) does not have any material
direct or
indirect financial interest in such other Person or any affiliate
of such
other Person, (c) is not connected with such other Person or any
affiliate of
such other Person as an officer, employee, promoter, underwriter,
trust
administrator, trustee, partner, director or Person performing
similar
functions and (d) is not a member of the immediate family of a
Person defined
clause (b) or (c) above.
Indirect Participant: A broker, dealer, bank or other financial
institution or other Person that clears through or maintains a
custodial
relationship with a Depository Participant.
Initial
Certification: With respect to the Custodian, the
certification required to be executed by the Custodian and
delivered on the
Closing Date to the Depositor, the Trust Administrator and the
Trustee
pursuant to Section 4 of the Custodial Agreement in the form
annexed thereto
as Exhibit 1.
Initial LIBOR Rate: 5.320% per annum.
Insolvency Proceeding: With respect to any Person: (i) any
case,
action, or proceeding with respect to such Person before any court
or other
governmental authority relating to bankruptcy, reorganization,
insolvency,
liquidation, receivership, dissolution, winding up, or relief of
debtors; or
(ii) any general assignment for the benefit of creditors,
composition,
marshaling of assets for creditors, or other, similar arrangement
in respect
of the creditors generally of such Person or any substantial
portion of such
Person's creditors, in any case undertaken under federal, state or
foreign
law, including the Bankruptcy Code.
Insurance Agreement: The Insurance Agreement, dated as of
February
1, 2007, among the Class A-7A Certificate Insurer, the Master
Servicer, the
Trust Administrator, the Servicer, the Transferor, the Depositor
and the
Trustee.
Insurance Policy: With respect to any Mortgage Loan included in
the
Trust Fund, any insurance policy (other than the Class A-7A
Certificate
Insurance Policy), including all riders and endorsements thereto in
effect,
including any replacement policy or policies for any Insurance
Policies.
Insurance Proceeds: Proceeds paid by an insurer pursuant to any
title policy, hazard policy or other Insurance Policy covering a
Mortgage Loan
to the extent such proceeds
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<PAGE>
are not to be applied to the restoration of the related Mortgaged
Property or
released to the Mortgagor in accordance with the procedures that
the Servicer
would follow in servicing mortgage loans held for its own account,
subject to
the terms and conditions of the related Mortgage Note and
Mortgage.
Insured Certificates: The Class A-7A Certificates.
Insured Expenses: Expenses covered by an Insurance Policy or
any
other insurance policy with respect to the Mortgage Loans.
Interest Carryforward Amount: With respect to each Class of
Senior
Certificates and Mezzanine Certificates and each Distribution Date,
the sum of
(A) the excess of (i) the sum of the Current Interest for such
Class with
respect to prior Distribution Dates and any unpaid Interest
Carryforward
Amount from the immediately preceding Distribution Date over (ii)
the amount
actually distributed to such Class with respect to interest on such
prior
Distribution Dates and (B) interest on such amount in (A) for the
related
Accrual Period at the applicable Pass-Through Rate.
Interest Remittance Amount: With respect to the Mortgage Loans
and
any Distribution Date, (x) the sum, without duplication, of (i) all
scheduled
interest on the Mortgage Loans due on the related Due Date and
received on or
prior to the related Determination Date, less the related Servicing
Fees and
any payments made in respect of premiums on lender paid insurance
mortgage
loans, (ii) all interest on Principal Prepayments on the Mortgage
Loans, (iii)
all Advances relating to interest with respect to the Mortgage
Loans, (iv) all
Compensating Interest with respect to such Mortgage Loans and (v)
Liquidation
Proceeds with respect to the Mortgage Loans during the related
Prepayment
Period (to the extent such Liquidation Proceeds relate to
interest), less (y)
all reimbursements to the Master Servicer since the immediately
preceding Due
Date for Nonrecoverable Advances of interest previously made.
Last Scheduled Distribution Date: The Distribution Date occurring
in
March, 2037.
Late Payment Rate: As defined in the Insurance Agreement.
Latest Possible Maturity Date: The Distribution Date following
the
third anniversary of the scheduled maturity date of the Mortgage
Loan having
the latest scheduled maturity date as of the Cut-off Date.
LIBOR: As to any Distribution Date, the arithmetic mean of the
London Interbank offered rate quotations for one month U.S. Dollar
deposits,
as determined by the Trust Administrator in accordance with Section
4.08.
LIBOR Business Day: Any day other than (i) a Saturday or a Sunday
or
(ii) a day on which banking institutions in the State of New York
or in the
City of London, England are required or authorized by law to be
closed.
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<PAGE>
LIBOR Determination Date: As to any Distribution Date, other
than
the first Distribution Date, and any Class of LIBOR Certificates,
the second
LIBOR Business Day prior to the beginning of the applicable Accrual
Period for
such Class and such Distribution Date.
Liquidated Mortgage Loan: With respect to any Distribution Date,
(i)
a defaulted Mortgage Loan (including any REO Property) which was
liquidated in
the calendar month preceding the month of such Distribution Date
and as to
which the Servicer or the Master Servicer, as the case may be, has
determined
(in accordance with the Servicing Agreement and this Agreement)
that it has
received all amounts it expects to receive in connection with the
liquidation
of such Mortgage Loan, including the final disposition of an REO
Property or
(ii) any Mortgage Loan that becomes 180 days or more delinquent in
the
calendar month preceding the month of such Distribution Date.
Liquidation Proceeds: Amounts, including Insurance Proceeds,
received in connection with the partial or complete liquidation of
defaulted
Mortgage Loans, whether through trustee's sale, foreclosure sale or
otherwise
or amounts received in connection with any condemnation or partial
release of
a Mortgaged Property and any other proceeds received in connection
with an REO
Property, less the sum of related unreimbursed Servicing Fees and
Servicing
Advances.
Loan-to-Value Ratio: With respect to any Mortgage Loan and as to
any
date of determination, the fraction (expressed as a percentage) the
numerator
of which is the principal balance of the related Mortgage Loan at
such date of
determination and the denominator of which is the Appraised Value
of the
related Mortgaged Property. For purposes of representation (xxxiii)
of
Schedule II, the Loan-to-Value Ratio will be the loan-to-value
ratio
calculated in accordance with applicable state laws regarding
primary mortgage
insurance.
Lost Mortgage Note: Any Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.
Majority Holder: As to any Class of Regular Certificates, the
Holder
of Certificates of such Class evidencing, in the aggregate, at
least 51% of
the Percentage Interests evidenced by all Certificates of such
Class.
Majority in Interest: As to any Class of Regular Certificates,
the
Holders of Certificates of such Class evidencing, in the aggregate,
at least
51% of the Percentage Interests evidenced by all Certificates of
such Class.
Master REMIC: As specified in the Preliminary Statement.
Master Servicer: Wells Fargo Bank, N.A., a national banking
association, and its successors and assigns, in its capacity as
Master
Servicer hereunder, or any successor Master Servicer hereunder.
Master Servicer Compensation: All investment earnings on amounts
on
deposit in the Collection Account.
Master Servicer Event of Termination: As defined in Section
7.01
hereof.
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<PAGE>
Master Servicing Officer: Any officer of the Master Servicer
involved in, or responsible for, the administration and master
servicing of
the Mortgage Loans.
MERS: As defined in Section 2.01.
Mezzanine Certificates: As defined in the Preliminary
Statement.
Mezzanine Principal Distribution Amount: For any Class of
Mezzanine
Certificates and Distribution Date, the excess, if any, of:
(a)
the sum of:
(i) the aggregate Class Principal Balance of the Senior
Certificates
(after taking into account the distribution of the Senior
Principal
Distribution Amount for such Distribution Date),
(ii) the aggregate Class Principal Balance of any Class(es) of
Mezzanine Certificates that are senior to the subject Class (in
each case,
after taking into account the distribution of the applicable
Mezzanine
Principal Distribution Amount(s) for such more senior Class(es)
of
Certificates for such Distribution Date), and
(iii) the Class Principal Balance of such Class of Mezzanine
Certificates immediately prior to such Distribution Date, over
(b) the lesser of (a) the product of (x) 100% minus the
applicable
Stepdown Target Subordination Percentage for the subject Class of
Mezzanine
Certificates for that Distribution Date and (y) the aggregate
Stated Principal
Balance of the Mortgage Loans as of the Due Date in the month of
that
Distribution Date (after giving effect to principal prepayments
received in
the related Prepayment Period) and (b) the aggregate Stated
Principal Balance
of the Mortgage Loans as of the Due Date in the month of that
Distribution
Date (after giving effect to principal prepayments received in the
related
Prepayment Period) minus the OC Floor; provided, however, that if
the Class
Principal Balance of each Class of Senior Certificates has been
reduced to
zero, and such Class of Mezzanine Certificates is the only Class of
Mezzanine
Certificates outstanding on such Distribution Date, that Class will
be
entitled to receive the entire remaining Principal Distribution
Amount until
its Class Principal Balance is reduced to zero.
Moody's: Moody's Investors Service, Inc., or any successor
thereto.
If Moody's is designated as a Rating Agency in the Preliminary
Statement, for
purposes of Section 11.05(b), the address for notices to Moody's
shall be
Moody's Investors Service, Inc., 99 Church Street, New York, New
York 10007,
Attention: Residential Mortgage Monitoring Group, or such other
address as
Moody's may hereafter furnish to each other party to this
Agreement.
Mortgage: The mortgage, deed of trust or other instrument creating
a
second lien on an estate in fee simple or leasehold interest in
real property
securing a Mortgage Note.
Mortgage File: The mortgage documents listed in Section 2.01
hereof
pertaining to a particular Mortgage Loan and any additional
documents
delivered to the Custodian to be added to the Mortgage File
pursuant to this
Agreement.
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<PAGE>
Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase
and
Servicing Agreement, dated as of February 1, 2007, between the
Transferor and
the Depositor.
Mortgage Loan Schedule: The list of Mortgage Loans (as from time
to
time amended by the Custodian to reflect the addition of Eligible
Substitute
Mortgage Loans and the deletion of Deleted Mortgage Loans pursuant
to the
provisions of this Agreement) transferred to the Custodian on
behalf of the
Trustee as part of the Trust Fund and from time to time subject to
this
Agreement, attached hereto as Schedule I, setting forth the
following
information with respect to each Mortgage Loan: (1) the Mortgage
Loan
identifying number; (2) the Mortgagor's first and last name; (3)
the street
address of the Mortgaged Property including the city, state and zip
code; (4)
the original principal balance of the Mortgage Loan; (5) the
Scheduled
Principal Balance of the Mortgage Loan as of the close of business
on the Cut
off Date; (6) the unpaid principal balance of the Mortgage Loan as
of the
close of business on the Cut off Date; (7) the last scheduled Due
Date on
which a Scheduled Payment was applied to the Scheduled Principal
Balance; (8)
the last Due Date on which a Scheduled Payment was actually applied
to the
unpaid principal balance; (9) the Mortgage Rate in effect
immediately
following origination; (10) the Mortgage Rate in effect immediately
following
the Cut off Date (if different from (9)); (11) the amount of the
Scheduled
Payment at origination; (12) the amount of the Scheduled Payment as
of the Cut
off Date (if different from (11)); (13) a code indicating whether
the
Mortgaged Property is owner occupied, a second home or an investor
property;
(14) a code indicating whether the Mortgaged Property is a single
family
residence, a two family residence, a three family residence, a four
family
residence, a planned unit development, a condominium or a
Cooperative Unit;
(15) a code indicating the loan purpose (i.e., purchase, rate/term
refinance,
cash out refinance); (16) the stated maturity date; (17) the
original months
to maturity; (18) the remaining months to maturity from the Cut off
Date based
on the original amortization Schedule and, if different, the
remaining months
to maturity expressed in the same manner but based on the actual
amortization
schedule; (19) the origination date of the Mortgage Loan; (20)
the
Loan-to-Value Ratio at origination; (21) the date on which the
first Scheduled
Payment was due on the Mortgage Loan after the origination date;
(22) a code
indicating the documentation style of the Mortgage Loan; (23) a
code
indicating if the Mortgage Loan is subject to a Primary Insurance
Policy and,
if so, the name of the Qualified Mortgage Insurer, the certificate
number and
the coverage amount of the Primary Insurance Policy; (24) the
Servicing Fee
Rate, and if such rate is subject to change, the date such rate
will change
and the Servicing Fee Rate applicable thereafter; (25) a code
indicating
whether the Mortgage Loan is subject to a prepayment penalty and,
if so, the
term of such prepayment penalty and whether the same shall be a
Class P
Prepayment Charge; (26) the credit score (or mortgage score) of the
Mortgagor;
(27) the debt to income ratio of the Mortgage Loan; (28) the next
Adjustment
Date; (29) the lifetime mortgage rate cap; (30) the Periodic Rate
Cap; (31)
the maximum interest rate; (32) the minimum interest rate; (33)
[reserved];
(34) the date on which the Mortgage Loan was transferred to the
Transferor;
(35) [reserved]; (36) the initial Servicer; (37) a code indicating
the
originator of the Mortgage Loan; (38) a code indicating whether the
Mortgage
Loan is a Cooperative Mortgage Loan; (39) a code indicating the
Custodian; and
(40) a code indicating whether such Mortgage Loan is a Home
Loan.
Mortgage Loans: Such of the mortgage loans and cooperative
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
27
<PAGE>
in the Mortgage Loan Schedule, notwithstanding foreclosure or
other
acquisition of title of the related Mortgaged Property. With
respect to each
Mortgage Loan that is a Cooperative Mortgage Loan, if any,
"Mortgage Loan"
shall include, but not be limited to, the related Mortgage Note,
Security
Agreement, Assignment of Proprietary Lease, Recognition Agreement,
Cooperative
Shares and Proprietary Lease and, with respect to each Mortgage
Loan other
than a Cooperative Mortgage Loan, "Mortgage Loan" shall include,
but not be
limited to the related Mortgage and the related Mortgage Note.
Mortgage Note: The original executed note or other evidence of
the
indebtedness of a Mortgagor under a Mortgage Loan.
Mortgage Pool: The pool of Mortgage Loans included in the
Trust.
Mortgage Rate: With respect to any Mortgage Loan, the per annum
interest rate at which such Mortgage Loan accrues interest.
Mortgaged Property: The property securing a Mortgage Loan which
will
consist of one- to four-family residential properties consisting of
attached
or detached one- to four-family dwelling units and individual
condominium
units.
Mortgagor: Each obligor on a Mortgage Note.
Net Monthly Excess Cashflow: With respect to any Distribution
Date,
the sum for such Distribution Date of (a) any Overcollateralization
Release
Amount and (b) the excess of (x) the aggregate Available Funds for
such
Distribution Date over (y) the sum for such Distribution Date of
(A) the
Current Interest for the Senior Certificates and Mezzanine
Certificates, (B)
the Interest Carryforward Amount for the Senior Certificates and
Mezzanine
Certificates, (C) the Principal Remittance Amount, (D) the
Premium
Distribution Amount and (E) the Class A-7A Certificate Insurer
Reimbursement
Amount.
Net Mortgage Rate: As to each Mortgage Loan, the applicable
Mortgage
Rate thereof as of the due date occurring in the month preceding
the month of
the Distribution Date (after giving effect to principal prepayments
in the
prepayment period related to that prior due date) minus the related
Servicing
Fee Rate and any lender paid mortgage insurance premiums for such
Mortgage
Loan (expressed as a per annum percentage of its Stated Principal
Balance).
Net Rate Cap: For each Distribution Date and the following
Classes
of Certificates is:
(a) with respect to the Fixed Rate Certificates (other than the
Class A-7A Certificates), the Net WAC;
(b) With respect to the Class A-7A Certificates, the excess, if
any
of the Net WAC over the Class A-7A Certificate Insurer Fee Rate;
and
(c) with respect to the Adjustable Rate Certificates:
(i) the Net WAC, multiplied by a fraction,
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<PAGE>
(1) the numerator of
which is 30, and
(2) the denominator of
which is the actual number of days
in the immediately preceding Accrual Period
Net Rate Carryover: For each Class of Senior Certificates and
Mezzanine Certificates on any Distribution Date is equal to the sum
of:
(a) the
excess, if any, of:
(i) the
amount of interest that such Class would have accrued for
such Distribution Date had the Pass-Through Rate for that Class and
the
related Accrual Period not been calculated based on the related Net
Rate Cap,
over
(ii) the amount of interest such Class accrued on such
Distribution
Date based on the related Net Rate Cap, and
(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 Net Rate Cap).
Net WAC: For any Distribution Date, the weighted average of the
Net
Mortgage Rate of each Mortgage Loan, weighted on the basis of its
Stated
Principal Balance as of the Due Date occurring in the month
preceding the
month of that Distribution Date (after giving effect to principal
prepayments
in the Prepayment Period related to that prior Due Date).
NIMS Insurer: Any insurer that is guaranteeing certain payments
under notes secured by collateral which includes all or a portion
of the Class
C Certificates, Class P Certificates and/or the Residual
Certificates.
NIMS Insurer Default: The continuance of any failure by the
NIMS
Insurer, if any, to make a required payment under the policy
insuring the net
interest margin securities.
Nonrecoverable Advance: Any portion of an Advance previously made
or
proposed to be made by the Servicer or the Master Servicer, as the
case may
be, that, in the good faith judgment of the Servicer or the Master
Servicer,
as applicable, will not be ultimately recoverable by the Servicer
or the
Master Servicer from the related Mortgagor, related Liquidation
Proceeds or
otherwise.
Notice of Final Distribution: The notice to be provided pursuant
to
Section 10.02 to the effect that final distribution on any of the
Certificates
shall be made only upon presentation and surrender thereof.
Notional Amount: With respect to the Class C Certificates and
any
Distribution Date, the aggregate Uncertificated Balance of the
Subsidiary
REMIC Regular Interests for such Distribution Date.
29
<PAGE>
OC Floor: An amount equal to 0.35% of the aggregate Stated
Principal
Balance of the Mortgage Loans as of the Cut-off Date.
Offered Certificates: As specified in the Preliminary
Statement.
Officer's Certificate: A certificate (i) signed by the Chairman
of
the Board, the Vice Chairman of the Board, the President, a
Managing Director,
a Vice President (however denominated), an Assistant Vice
President, the
Treasurer, the Secretary, or one of the Assistant Treasurers or
Assistant
Secretaries of the Depositor or the Master Servicer, or (ii) if
provided for
in this Agreement, signed by a Master Servicing Officer, as the
case may be,
and delivered to the Depositor, the Trustee, the Class A-7A
Certificate
Insurer and the Trust Administrator, as the case may be, as
required by this
Agreement.
Opinion of Counsel: A written opinion of counsel, who may be
counsel
for the Depositor or the Master Servicer, including in house
counsel,
reasonably acceptable to the Trustee, the Class A-7A Certificate
Insurer or
the Trust Administrator, as applicable; provided, however, that,
with respect
to the interpretation or application of the REMIC Provisions, such
counsel
must (i) in fact be independent of the Depositor and the Master
Servicer, (ii)
not have any direct financial interest in the Depositor or the
Master Servicer
or in any affiliate of either, and (iii) not be connected with the
Depositor
or the Master Servicer as an officer, employee, promoter,
underwriter,
trustee, partner, director or person performing similar
functions.
Optional Termination: The termination of the Trust created
hereunder
in connection with the auction or purchase of the Mortgage Loans
pursuant to
Section 10.01 hereof.
Optional Termination Date: As specified in Section 10.01(a)
hereof.
Order: A final nonappealable order of a court or other body
exercising jurisdiction in an Insolvency Proceeding by or against
the Trust,
to the effect that a Holder or the Trust Administrator is required
to return
or repay all or a portion of a Preference Amount.
Originator: Taylor, Bean & Whitaker Mortgage Corp.
Original Certificate Principal Balance: The Certificate
Principal
Balance of the Senior Certificates or the Mezzanine Certificates on
the
Closing Date.
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:
(a)
Certificates theretofore canceled by the Trust Administrator or
delivered to the Trust Administrator for cancellation; and
(b)
Certificates in exchange for which or in lieu of which other
Certificates have been executed and delivered by the Trust
Administrator
pursuant to this Agreement.
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<PAGE>
Outstanding Mortgage Loan: As of any Due Date, a Mortgage Loan
with
a Principal Balance greater than zero that was not the subject of a
Principal
Prepayment in Full prior to such Due Date and that did not become a
Liquidated
Mortgage Loan prior to such Due Date.
Overcollateralization Amount: With respect to any Distribution
Date,
an amount equal to the excess, if any, of (i) the aggregate Stated
Principal
Balance of the Mortgage Loans as of the Due Date in the month of
that
Distribution Date (after giving effect to Principal Prepayments
received in
the related Prepayment Period) over (ii) the sum of the aggregate
Class
Principal Balance of the Senior Certificates, the Mezzanine
Certificates and
the Class P Certificates as of such Distribution Date (after giving
effect to
distributions of the Principal Distribution Amount to be made on
such
Distribution Date).
Overcollateralization Deficiency Amount: With respect to any
Distribution Date, the amount, if any, by which the
Overcollateralization
Target Amount for such Distribution Date exceeds the
Overcollateralization
Amount for such Distribution Date (after giving effect to
distributions in
respect of the Principal Remittance Amount on such Distribution
Date but
before giving effect to any other distributions on the Certificates
in
reduction of their respective Class Principal Balances on such
Distribution
Date).
Overcollateralization Maintenance Amount: With respect to any
Distribution Date, the lesser of (a) the Net Monthly Excess
Cashflow for such
Distribution Date and (b) the Overcollateralization Deficiency
Amount for such
Distribution Date.
Overcollateralization Release Amount: With respect to any
Distribution Date, the lesser of (x) the Principal Remittance
Amount for such
Distribution Date and (y) the excess, if any, of (i) the
Overcollateralization
Amount for such Distribution Date (assuming that 100% of the
Principal
Remittance Amount is applied as a principal payment on such
Distribution Date
and without giving effect to any other distributions on the
Certificates in
reduction of their respective Class Principal Balances on such
Distribution
Date) over (ii) the Overcollateralization Target Amount for such
Distribution
Date.
Overcollateralization Target Amount: With respect to any
Distribution Date (a) prior to the Stepdown Date, an amount equal
to 1.20% of
the aggregate Stated Principal Balance of the Mortgage Loans as of
the Cut-off
Date and (b) on or after the Stepdown Date, the greater of (i)
2.40% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the
Due Date in
the month of that Distribution Date (after giving effect to
principal
prepayments received in the related Prepayment Period) and (ii) the
OC Floor;
provided, however, that if a Trigger Event is in effect on any
Distribution
Date, the Overcollateralization Target Amount will be the
Overcollateralization Target Amount as in effect for the prior
Distribution
Date.
Ownership Interest: As to any Residual 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.
Par Value: As defined in Section 10.01.
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<PAGE>
Pass-Through Rate: For any interest bearing Class of
Certificates,
the per annum rate set forth or calculated in the manner described
in the
Preliminary Statement.
PCAOB: The Public Company Accounting Oversight Board.
Percentage Interest: As to any Certificate, the percentage
interest
evidenced thereby in distributions required to be made on the
related Class,
such percentage interest being set forth on the face thereof or
equal to the
percentage obtained by dividing the Denomination of such
Certificate by the
aggregate of the Denominations of all Certificates of the same
Class.
Permitted Investments: At any time, any one or more of the
following
obligations and securities, which may include investments for which
the Master
Servicer or Trust Administrator serves as investment manager or
advisor:
(a)
obligations of the United States or any agency thereof,
provided
such obligations are backed by the full faith and credit of the
United States;
(b)
general obligations of or obligations guaranteed by any state
of
the United States or the District of Columbia receiving the highest
long term
debt rating of each Rating Agency, or such lower rating as will not
result in
the downgrading or withdrawal of the ratings, by any Rating Agency,
then
assigned to any of the Certificates (determined without regard to
the Class
A-7A Certificate Insurance Policy);
(c)
commercial or finance company paper which is then receiving the
highest commercial or finance company paper rating of any Rating
Agency, or
such lower rating as will not result in the downgrading or
withdrawal of the
ratings, by any Rating Agency, then assigned to any of the
Certificates
(determined without regard to the Class A-7A Certificate Insurance
Policy);
(d)
certificates of deposit, demand or time deposits, or bankers'
acceptances issued by any depository institution or trust company
incorporated
under the laws of the United States or of any state thereof and
subject to
supervision and examination by federal and/or state banking
authorities,
provided that the commercial paper and/or long term unsecured debt
obligations
of such depository institution or trust company are then rated in
one of the
two highest long term and the highest short term ratings of each
Rating Agency
for such securities, or such lower ratings as will not result in
the
downgrading or withdrawal of the ratings, by any Rating Agency,
then assigned
to any of the Certificates (determined without regard to the Class
A-7A
Certificate Insurance Policy);
(e) 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 and are then rated in the highest
long term and
the highest short term ratings of each Rating Agency for such
securities, or
such lower ratings as will not result in the downgrading or
withdrawal of the
ratings, by any Rating Agency, to any of the Certificates
(determined without
regard to the Class A-7A Certificate Insurance Policy);
(f)
guaranteed reinvestment agreements issued by any bank,
insurance
company or other corporation containing, at the time of the
issuance of such
agreements, such terms and
32
<PAGE>
conditions as will not result in the downgrading or withdrawal of
the ratings,
by any Rating Agency, then assigned to any of the Certificates
(determined
without regard to the Class A-7A Certificate Insurance Policy);
(g)
repurchase obligations with respect to any security described
in
subclauses (a) and (b) above, in either case entered into with a
depository
institution or trust company (acting as principal) described in
subclause (d)
above;
(h)
securities (other than stripped bonds, stripped coupons or
instruments sold at a purchase price in excess of 115% of the face
amount
thereof) bearing interest or sold at a discount issued by any
corporation
incorporated under the laws of the United States or any state
thereof which,
at the time of such investment, have the highest rating of each
Rating Agency,
or such lower rating as will not result in the downgrading or
withdrawal of
the ratings, by any Rating Agency, then assigned to the of the
Certificates
(determined without regard to the Class A-7A Certificate Insurance
Policy), as
evidenced by a signed writing delivered by each Rating Agency;
(i) units
of a taxable money market portfolio having the highest
available long-term rating assigned by each Rating Agency at the
time of such
investment and restricted to obligations issued or guaranteed by
the United
States of America or entities whose obligations are backed by the
full faith
and credit of the United States of America and repurchase
agreements
collateralized by such obligations;
(j) any
mutual fund, money market fund, common trust fund or other
pooled investment vehicle, the assets of which are limited to
instruments that
otherwise would constitute Permitted Investments hereunder,
including any such
fund that is managed by the Trust Administrator or Master Servicer
or any
Affiliate of the Trust Administrator or Master Servicer or for
which the Trust
Administrator or Master Servicer or any Affiliate of the Trust
Administrator
or Master Servicer acts as an adviser as long as such fund is rated
in at
least the highest rating category by each Rating Agency (if so
rated by such
Rating Agency); and
(k) such
other investments bearing interest or sold at a discount
acceptable to each Rating Agency as will not result in the
downgrading or
withdrawal of the ratings, by any Rating Agency, then assigned to
any of the
Certificates (determined without regard to the Class A-7A
Certificate
Insurance Policy), as evidenced by a signed writing delivered by
each Rating
Agency;
provided that no such instrument shall be a Permitted Investment if
such
instrument evidences the right to receive interest only payments
with respect
to the obligations underlying such instrument.
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) which 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)(l)
of the
Code) with respect to any Residual Certificate,
33
<PAGE>
(iv) rural electric and telephone cooperatives described in
section
1381(a)(2)(C) of the Code, (v) a Person that is not a citizen or
resident of
the United States, a corporation, partnership (except as provided
in
applicable Treasury Regulations), or other entity created or
organized in or
under the laws of the United States, any state thereof or the
District of
Columbia, an estate whose income is subject to United States
federal income
tax regardless of its source or a trust if a court within the
United States is
able to exercise primary supervision over the administration of the
Trust and
one or more Persons described in this clause (v) have the authority
to control
all substantial decisions of the Trust (or, to the extent provided
in
applicable Treasury Regulations, certain trusts in existence on
August 20,
1996 which are eligible to elect to be treated as United States
persons)
unless such Person has furnished the transferor and the Trust
Administrator
with a duly completed Internal Revenue Service Form W-8ECI or any
applicable
successor form, (vi) any Person with respect to whom income on any
Residual
Certificate is attributable to a foreign permanent establishment or
fixed
base, within the meaning of an applicable income tax treaty, of
such Person or
any other Person and (vii) any other Person so designated by the
Depositor
based upon an Opinion of Counsel that the Transfer of an Ownership
Interest in
a Residual Certificate to such Person may cause any REMIC hereunder
to fail to
qualify as a REMIC at any time that the Certificates are
outstanding. The
terms "United States," "State" and "international organization"
shall have the
meanings set forth in section 7701 of the Code or successor
provisions. A
corporation will not be treated as an instrumentality of the United
States or
of any State or political subdivision thereof for these purposes if
all of its
activities are subject to tax and, with the exception of Freddie
Mac, a
majority of its board of directors is not selected by such
government unit.
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.
Physical Certificate: As specified in the Preliminary
Statement.
Pledge Instruments: With respect to each Cooperative Mortgage
Loan,
the Stock Power, the Assignment of Proprietary Lease and the
Security
Agreement.
Policy Payments Account: The account created and maintained by
the
Trust Administrator pursuant to Section 12.04 hereof, which shall
be entitled
"The Bank of New York in trust for registered holders of TBW
Mortgage-Backed
Trust 2007-1, Mortgage Pass-Through Certificates, Series 2007-1,
Class A-7A
Certificates." The Policy Payments Account must be an Eligible
Account.
Pool Balance: The aggregate of the Principal Balances of the
Mortgage Loans.
Premium Distribution Amount: With respect to any Distribution
Date,
the sum of (A) the product of (x) the Class A-7A Certificate
Insurer Fee Rate
multiplied by (y) the aggregate Class Principal Balance of the
Insured
Certificates immediately preceding such Distribution Date, not
taking into
account any payments made under the Class A-7A Certificate
Insurance Policy,
divided by 12 and (B) the Premium Distribution Amount for any
prior
Distribution Date, plus interest thereon at the Late Payment
Rate.
34
<PAGE>
Prepayment Interest Shortfall: As to any Distribution Date,
Mortgage
Loan and Principal Prepayment received or, in the case of partial
Principal
Prepayments, applied, during the applicable Prepayment Period, the
amount, if
any, by which one month's interest at the related Net Mortgage Rate
on such
Principal Prepayment exceeds the amount of interest at the Net
Mortgage Rate
paid in connection with such Principal Prepayment.
Prepayment Period: With respect to any Distribution Date, the
calendar month preceding the month in which such Distribution Date
occurs.
Primary Insurance Policy: Each policy of primary mortgage
guaranty
insurance or any replacement policy therefor with respect to any
Mortgage
Loan.
Principal Balance: As to any Mortgage Loan and any Distribution
Date, the unpaid principal balance of such Mortgage Loan as of the
Due Date in
the month preceding the month in which such Distribution Date
occurs, as
specified in the amortization schedule at the time relating thereto
(before
any adjustment to such amortization schedule by reason of any
moratorium or
similar waiver or grace period) after giving effect to any previous
partial
Principal Prepayments and Liquidation Proceeds allocable to
principal received
during the Prepayment Period for the prior Distribution Date (other
than with
respect to any Liquidated Mortgage Loan), and to the payment of
principal due
on such Due Date and irrespective of any delinquency in payment by
the related
Mortgagor. The Principal Balance of any Mortgage Loan that has been
prepaid in
full or has become a Liquidated Mortgage Loan during the related
Prepayment
Period shall be zero.
Principal Distribution Amount: With respect to any Distribution
Date, the sum of (i) the Basic Principal Distribution Amount for
such
Distribution Date and (ii) the Overcollateralization Maintenance
Amount for
such Distribution Date.
Principal Prepayment: Any payment of principal by a Mortgagor on
a
Mortgage Loan that is received in advance of its scheduled Due Date
and is not
accompanied by an amount representing scheduled interest due on any
date or
dates in any month or months subsequent to the month of prepayment,
excluding
any prepayment penalty or premium thereon. Partial Principal
Prepayments will
be applied by the Servicer in accordance with the terms of the
Servicing
Agreement and in accordance with the terms of the related Mortgage
Note, and
to the extent the Mortgage Note does not provide otherwise, shall
be applied
in the Prepayment Period preceding the receipt thereof.
Principal Prepayment in Full: Any Principal Prepayment made by
a
Mortgagor of the entire principal balance of a Mortgage Loan.
Principal Remittance Amount: With respect to any Distribution
Date,
the sum of (i) all scheduled payments of principal collected on the
Mortgage
Loans that were due during the related Due Period and the principal
portion of
any Advances made with respect to such Distribution Date, (ii) the
principal
portion of all partial and full principal prepayments of the
Mortgage Loans
applied during such Prepayment Period, (iii) the principal portion
of all
related Net Liquidation Proceeds, Insurance Proceeds and Subsequent
Recoveries
(net of unreimbursed advances, servicing advances and other
expenses, to the
extent allocable to principal) received
35
<PAGE>
during such Prepayment Period with respect to the Mortgage Loans,
(iv) that
portion of the Purchase Price, representing principal of any
repurchased
Mortgage Loan, deposited to the collection account during such
Prepayment
Period, (v) the principal portion of any related Substitution
Adjustment
Amount deposited in the Collection Account during such Prepayment
Period with
respect to the Mortgage Loans and (vi) on the Distribution Date on
which the
Trust is to be terminated in accordance with Section 10.01 of this
Agreement,
that portion of the Termination Price representing principal with
respect to
the Mortgage Loans.
Private Certificate: As specified in the Preliminary Statement.
Proprietary Lease: The lease on a Cooperative Unit evidencing
the
possessory interest of the owner of the Cooperative Shares in such
Cooperative
Unit.
Prospectus Supplement: The Prospectus Supplement dated February
26,
2007 relating to the Offered Certificates.
Protected Account: An account established and maintained for
the
benefit of Certificateholders and the Class A-7A Certificate
Insurer by the
Servicer with respect to the related Mortgage Loans and with
respect to REO
Property pursuant to the Servicing Agreement. Each Protected
Account is
required to be an Eligible Account.
Purchase Price: With respect to any Mortgage Loan that is
purchased
by the Transferor pursuant to Section 2.02 or 2.03 hereof, a price
equal to
the outstanding Principal Balance of such Mortgage Loan as of the
date of
purchase, plus all accrued and unpaid interest thereon, computed at
the
Mortgage Rate through the end of the calendar month in which the
purchase is
effected, plus any costs and damages incurred by the Trust in
connection with
any violation by such Mortgage Loan of any predatory or abusive
lending law.
Qualified Insurer: A mortgage guaranty insurance company duly
qualified as such under the laws of the state of its principal
place of
business and each state having jurisdiction over such insurer in
connection
with the insurance policy issued by such insurer, duly authorized
and licensed
in such states to transact a mortgage guaranty insurance business
in such
states and to write the insurance provided by the insurance policy
issued by
it, approved as a Fannie Mae approved mortgage insurer and having a
claims
paying ability rating of at least "AA" or equivalent rating by a
nationally
recognized statistical rating organization. Any replacement insurer
with
respect to a Mortgage Loan must have at least as high a claims
paying ability
rating as the insurer it replaces had on the Closing Date.
Qualified Mortgage Insurer: Any mortgage insurer that is Fannie
Mae
and Freddie Mac approved.
Rating Agency: Each of the rating agencies specified in the
Preliminary Statement. If any such organization or a successor is
no longer in
existence, "Rating Agency" shall be such nationally recognized
statistical
rating organization, or other comparable Person, as is designated
by the
Depositor, notice of which designation shall be given to the
Trustee, the
Class A-7A Certificate Insurer and the Trust Administrator.
References herein
to a given rating category of a Rating Agency shall mean such
rating category
without giving effect to any modifiers.
36
<PAGE>
Realized Loss: With respect to each Mortgage Loan that is a
Liquidated Mortgage Loan, an amount (not less than zero or more
than the
Principal Balance of the Mortgage Loan) as of the date of such
liquidation,
equal to (i) the unpaid Principal Balance of the Liquidated
Mortgage Loan as
of the date of such liquidation, plus (ii) interest at the Net
Mortgage Rate
from the Due Date as to which interest was last paid or advanced
(and not
reimbursed) to Certificateholders up to the Due Date in the month
in which
Liquidation Proceeds are required to be distributed on the
Principal Balance
of such Liquidated Mortgage Loan from time to time, minus (iii)
the
Liquidation Proceeds, if any, received during the month in which
such
liquidation occurred, to the extent applied as recoveries of
interest at the
Net Mortgage Rate and to principal of the Liquidated Mortgage Loan.
With
respect to each Mortgage Loan which has become the subject of a
Deficient
Valuation, if the principal amount due under the related Mortgage
Note has
been reduced, the difference between the principal balance of the
Mortgage
Loan outstanding immediately prior to such Deficient Valuation and
the
principal balance of the Mortgage Loan as reduced by the Deficient
Valuation.
Recognition Agreement: An Agreement among a Cooperative
Corporation,
a lender and a Mortgagor with respect to a Cooperative Mortgage
Loan whereby
such parties (i) acknowledge that such lender may make, or intends
to make,
such Cooperative Mortgage Loan and (ii) make certain agreements
with respect
to such Cooperative Mortgage Loan.
Record Date: With respect to any Distribution Date and any Class
of
Fixed Rate Certificates or Physical Certificates, the close of
business on the
last Business Day of the month preceding the month in which such
Distribution
Date occurs. With respect to any Distribution Date and any Class of
Adjustable
Rate Certificates held in Book-Entry Form, the last Business Day
immediately
preceding such Distribution Date.
Refinancing Mortgage Loan: Any Mortgage Loan originated in
connection with the refinancing of an existing mortgage loan.
Regular Certificates: Each Class of Certificates, other than
the
Residual Certificates.
Regulation AB: Subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may be
amended
from time to time, and subject to such clarification and
interpretation as
have been provided by the Commission in the adopting release
(Asset-Backed
Securities, Securities Act Release No. 33-8518, 70 Fed Reg.
1,506-1,631 (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.
Relevant Servicing Criteria: The Servicing Criteria applicable
to
each party, as set forth on Exhibit X attached hereto. Multiple
parties can
have responsibility for the same Relevant Servicing Criteria. With
respect to
a Servicing Function Participant engaged by any of the Master
Servicer, the
Trust Administrator or the Servicer, the term Relevant Servicing
Criteria may
refer to a portion of the Relevant Servicing Criteria applicable to
such
parties.
37
<PAGE>
Relief Act: The Servicemembers Civil Relief Act, as amended, or
any
comparable state or local statute (including the comparable
provisions under
the California Military and Veterans Code, as amended).
Relief Act Reduction: With respect to any Distribution Date and
any
Mortgage Loan as to which there has been a reduction in the amount
of interest
collectible thereon for the most recently ended calendar month as a
result of
the application of the Relief Act, the amount, if any, by which (i)
interest
collectible on such Mortgage Loan for the most recently ended
calendar month
is less than (ii) interest accrued thereon for such month pursuant
to the
Mortgage Note.
REMIC: A "real estate mortgage investment conduit" within the
meaning of section 860D of the Code.
REMIC Change of Law: Any proposed, temporary or final
regulation,
revenue ruling, revenue procedure or other official announcement
or
interpretation relating to REMICs and the REMIC Provisions issued
after the
Closing Date.
REMIC Maximum Rate: For each Class of Certificates (other than
the
Class C, Class P and Class R Certificates) and the REMIC regular
interest
represented thereby, the Net Rate Cap of such Class of
Certificates.
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 regulations promulgated thereunder, as foregoing may be in
effect from
time to time as well as provisions of applicable state laws.
REO Property: A Mortgaged Property acquired by the Trust Fund
through foreclosure, deed-in-lieu of foreclosure, repossession or
otherwise in
connection with a defaulted Mortgage Loan.
Reportable Event: As defined in Section 9.12.
Reporting Servicer: As defined in Section 9.12(b)(i).
Required Carryover Reserve Fund Deposit: With respect to any
Distribution Date, an amount equal to the excess of (i) $1,000 over
(ii) the
amount of funds on deposit in the Carryover Reserve Fund after all
other
deposits and withdrawals from such account on such Distribution
Date.
Required Insurance Policy: With respect to any Mortgage Loan,
any
insurance policy that is required to be maintained from time to
time under the
Servicing Agreement.
Residual Certificates: As specified in the Preliminary
Statement.
Residual Interests: As specified in the Preliminary Statement.
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<PAGE>
Responsible Officer: When used with respect to the Trustee or
the
Trust Administrator, any Director, any Managing Director, any
Associate, any
Vice President, any Assistant Vice President, the Secretary, any
Assistant
Secretary, any Trust Officer or any other officer of the Trustee or
Trust
Administrator, as applicable, customarily performing functions
similar to
those performed by any of the above designated officers having
direct
responsibility for the administration of this Agreement and also 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.
Rolling Sixty-Day Delinquency Rate: With respect to any
Distribution
Date on or after the Stepdown Date, the average of the Sixty-Day
Delinquency
Rates for the two immediately preceding Distribution Dates.
Sarbanes-Oxley Act: The Sarbanes-Oxley Act of 2002 and the rules
and
regulations of the Commission promulgated thereunder (including
any
interpretations thereof by the Commission's staff).
Sarbanes-Oxley Certification: A written certification signed by
a
Master Servicer Officer that complies with (i) the Sarbanes-Oxley
Act, and
(ii) Exchange Act Rules 13a-14(d) and 15d-14(d), as in effect from
time to
time; provided that if, after the Closing Date (a) the
Sarbanes-Oxley Act is
amended, (b) the Rules referred to in clause (ii) are modified or
superseded
by any subsequent statement, rule or regulation of the Commission
or any
statement of a division thereof, or (c) any future releases, rules
and
regulations are published by the Commission from time to time
pursuant to the
Sarbanes-Oxley Act, which in any such case affects the form or
substance of
the required certification and results in the required
certification being, in
the reasonable judgment of the Master Servicer, materially more
onerous than
the form of certification required as of the Closing Date, the
Sarbanes-Oxley
Certification shall be as agreed to by the Master Servicer and the
Depositor
following a negotiation in good faith to determine how to comply
with any such
new requirements.
S&P: Standard and Poor's Ratings Services, a division of
The
McGraw-Hill Companies, Inc., or any successor thereto. If S&P
is designated as
a Rating Agency in the Preliminary Statement, for purposes of
Section
11.05(b), the address for notices to S&P shall be Standard and
Poor's Ratings
Services, a division of The McGraw-Hill Companies, Inc., 55 Water
Street, New
York, New York 10041, Attention: Residential Mortgage Monitoring
Group, or
such other address as S&P may hereafter furnish to each other
party to this
Agreement.
Scheduled Payment: The scheduled monthly payment on a Mortgage
Loan
due on any Due Date allocable to principal and/or interest on such
Mortgage
Loan which, unless otherwise specified herein, shall give effect to
any
related Debt Service Reduction and any Deficient Valuation that
affects the
amount of the monthly payment due on such Mortgage Loan.
Securities Act: The Securities Act of 1933, as amended.
Security Agreement: With respect to a Cooperative Mortgage Loan,
the
agreement or mortgage creating a security interest in favor of the
originator
of the Cooperative Mortgage Loan in the related Cooperative
Shares.
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<PAGE>
Senior Certificates: As specified in the Preliminary Statement.
Senior Enhancement Percentage: With respect to any Distribution
Date
on or after the Stepdown Date, a fraction (expressed as a
percentage):
(a) the
numerator of which is the sum of:
(i) the aggregate Class Principal Balance of the Mezzanine
Certificates immediately prior to that Distribution Date and
(ii) the Overcollateralization Amount, and,
(b) the
denominator of which is the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due
Period.
Senior Principal Distribution Amount: For any Distribution Date,
the excess of:
(a) the
aggregate Class Principal Balance of the Senior Certificates
immediately prior to such Distribution Date, over
(b) the
lesser of (A) 85.80% of the aggregate Stated Principal
Balance of the Mortgage Loans as of the Due Date in the month of
that
Distribution Date (after giving effect to principal prepayments
received in
the related Prepayment Period) and (B) the aggregate Stated
Principal Balance
of the Mortgage Loans as of the Due Date in the month of that
Distribution
Date (after giving effect to principal prepayments received in the
related
Prepayment Period) minus the OC Floor.
Servicer: Taylor, Bean & Whitaker Mortgage Corp.
Servicer Remittance Date: With respect to any Distribution Date,
the
18th day of the month in which such Distribution Date occurs, or if
such 18th
day is not a Business Day, the first Business Day immediately
preceding such
18th day.
Servicing Advances: All customary, reasonable and necessary "out
of
pocket" costs and expenses incurred in the performance by the
Master Servicer
of its master servicing obligations or the Servicer, as the case
may be, of
its servicing obligations.
Servicing Agreement: The Mortgage Loan Purchase and Servicing
Agreement, dated as of February 1, 2007, between TBW and the
Transferor.
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 payable out of each full payment of interest received on
such
Mortgage Loan and equal to one twelfth of the Servicing Fee Rate
multiplied by
the Principal Balance of such Mortgage Loan as of the Due Date in
the month
immediately preceding the month in which such Distribution Date
40
<PAGE>
occurs (after giving effect to any Scheduled Payments due on such
Mortgage
Loan on such Due Date).
Servicing Fee Rate: With respect to each Mortgage Loan, the per
annum rate set forth on the Mortgage Loan Schedule.
Servicing Function Participant: Any Sub-Servicer or Subcontractor
of
the Servicer, the Master Servicer, the Custodian or the Trust
Administrator,
respectively.
Sixty-Day Delinquency Rate: With respect to any Distribution Date
on
or after the Stepdown Date, a fraction, expressed as a percentage,
the
numerator of which is the aggregate Stated Principal Balance for
such
Distribution Date of all Mortgage Loans that were 60 or more days
Delinquent
as of the close of business on the last day of the calendar month
preceding
such Distribution Date (including Mortgage Loans in foreclosure,
bankruptcy
and REO Properties) and the denominator of which is the aggregate
Stated
Principal Balance for such Distribution Date of the Mortgage Loans
as of the
related Due Date (after giving effect to principal prepayments in
the
Prepayment Period related to that prior Due Date).
Standard & Poor's Glossary: The Standard & Poor's
LEVELS(R)
Glossary.
Startup Day: The Closing Date.
Stated Principal Balance: For any Mortgage Loan and date of
determination, the unpaid principal balance of the Mortgage Loan as
of the
most recent Due Date, as specified in its amortization schedule at
that time
(before any adjustment to the amortization schedule for any
moratorium or
similar waiver or grace period), after giving effect to (i) the
payment of
principal due on that Due Date, irrespective of any delinquency in
payment by
the related mortgagor and (ii) prepayments of principal and the
principal
portion of liquidation proceeds received with respect to that
Mortgage Loan
through the last day of the related Prepayment Period. The Stated
Principal
Balance of a Liquidated Mortgage Loan is zero.
Stepdown Date: The earlier to occur of:
(a) the
first Distribution Date following the Distribution Date on
which the aggregate Class Principal Balance of the Senior
Certificates is
reduced to zero, and
(b) the
later to occur of (x) the Distribution Date in March 2010 and
(y) the first Distribution Date on which the Senior Enhancement
Percentage
(calculated for this purpose after giving effect to payments or
other
recoveries in respect of the Mortgage Loans during the related
collection
period but before giving effect to payments on the Certificates on
such
Distribution Date) is greater than or equal to 14.20%.
Stepdown Target Subordination Percentage: With respect to each
Class
of Mezzanine Certificates, the respective percentages indicated in
the
following table:
Stepdown Target Subordination Percentage
----------------------------------------
Class
M-1................
10.60%
Class
M-2................
8.70%
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<PAGE>
Class
M-3................
7.40%
Class
M-4................
6.20%
Class
M-5................
5.50%
Class
M-6................
4.80%
Class
M-7................
4.10%
Class
M-8................
3.40%
Class
M-9................
2.40%
------------------
Stock Power: With respect to a Cooperative Mortgage Loan, an
assignment of the stock certificate or an assignment of the
Cooperative Shares
issued by the Cooperative Corporation.
Subcontractor: Any vendor, subcontractor or other Person that is
not
responsible for the overall servicing of Mortgage Loans but
performs one or
more discrete functions identified in Item 1122(d) of Regulation AB
with
respect to Mortgage Loans under the direction or authority of the
Servicer (or
a Sub-Servicer of the Servicer), the Master Servicer, the Custodian
or the
Trust Administrator.
Subservicer: Any Person that services Mortgage Loans on behalf
of
the Servicer, and is responsible for the performance (whether
directly or
through subservicers or Subcontractors) of servicing functions
required to be
performed under this Agreement, the Servicing Agreement or any
sub-servicing
agreement that are identified in Item 1122(d) of Regulation AB.
Subsequent Recoveries: Unanticipated amounts received on a
Liquidated Mortgage Loan the absence of which resulted in a
Realized Loss in a
prior month.
Subsidiary REMIC: As specified in the Preliminary Statement.
Subsidiary REMIC Regular Interest: As specified in the
Preliminary
Statement.
Substitution Adjustment Amount: With respect to any Mortgage
Loan
that is purchased by the originator is an amount equal to the
excess of the
Principal Balance of the related Deleted Mortgage Loan over the
Principal
Balance of such Eligible Substitute Mortgage Loan, pursuant to
Section 2.03.
Supplemental Interest Trust: A trust created pursuant to
Section
4.06 of this Agreement, separate from the Trust, the corpus of
which shall be
held by the Trust Administrator, in trust, for the benefit of the
holders of
the Senior Certificates and the Mezzanine Certificates.
Tax Matters Person: In the case of each REMIC created by this
Agreement, the person designated as "tax matters person" in the
manner
provided under Treasury Regulations Section 1.860F-4(d) and
Treasury
Regulations Section 301.6231(a)(7)-1 for such REMIC.
TBW: Taylor Bean & Whitaker Mortgage Corp.
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Termination Price: As defined in Section 10.01(c).
The Bank of New York: The Bank of New York, a New York banking
corporation organized under the laws of New York, and its
successors and
assigns.
Transfer: Any direct or indirect transfer or sale of any
Ownership
Interest in a Residual Certificate.
Transferor: UBS Real Estate Securities Inc., a Delaware
corporation,
seller of the Mortgage Loans to the Depositor pursuant to the
Mortgage Loan
Purchase Agreement.
Trigger Event: A Trigger Event is in effect with respect to any
Distribution Date on or after the Stepdown Date if either a
Delinquency
Trigger Event is in effect with respect to that Distribution Date
or a
Cumulative Loss Trigger Event is in effect with respect to that
Distribution
Date.
Trust: As defined in Section 2.01(c).
Trust Administrator: Wells Fargo in its capacity as Trust
Administrator hereunder, and its successors and assigns, or any
successor
trust administrator appointed hereunder. For purposes of the
Supplemental
Interest Trust, Wells Fargo will act, not in its individual
capacity, but
solely in its capacity as trustee of the Supplemental Interest
Trust for the
benefit of the Holders of the Certificates under this Agreement,
and any
successor thereto.
Trust Administrator Compensation: All investment earnings on
amounts
on deposit in the Distribution Account.
Trust Collateral: As defined in Section 10.01(a).
Trust Fund: The corpus of the trust created hereunder consisting
of:
(a) the Mortgage Loan Purchase Agreement, the Assignment Agreement
and the
Servicing Agreement solely as the Servicing Agreement relates to
the Mortgage
Loans (other than those rights under the Servicing Agreement that
do not
relate to servicing of the Mortgage Loans (including, without
limitation, the
representations and warranties made by the Servicer (with respect
to the
Mortgage Loans sold to the Transferor) and the document delivery
requirements
of the Servicer and the remedies (including indemnification)
available for
breaches thereto), which rights were retained by the Transferor
pursuant to
the Assignment Agreement); (b) the Mortgage Loans and all interest
and
principal received on or with respect thereto after the Cut-off
Date to the
extent not applied in computing the Cut-off Date Principal Balance
thereof;
(c) the Collection Account, the Policy Payments Account, the
Distribution
Account, the Class A-1 Cap Account, the Class A-2 Cap Account, the
Carryover
Reserve Fund and all amounts deposited therein pursuant to the
applicable
provisions of this Agreement (other than, in the case of the
Collection
Account, any prepayment penalties (exclusive of the Class P
Prepayment
Charges) deposited therein which shall be retained by the
Transferor); (d)
property that secured a Mortgage Loan and has been acquired by
foreclosure,
deed-in-lieu of foreclosure or otherwise; (e) all proceeds of the
conversion,
voluntary or involuntary, of any of the foregoing; and (f) with
respect to the
Class A-7A Certificates only, the Class A-7A Certificate Insurance
Policy.
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Trustee: The Bank of New York, and, if a successor trustee is
appointed hereunder, such successor.
Underwriter's Exemption: Prohibited Transaction Exemption
2002-41,
67 Fed. Reg. 54487 (2002), as amended (or any successor thereto),
or any
substantially similar administrative exemption granted by the U.S.
Department
of Labor.
Unpaid Realized Loss Amount: For any Class of Mezzanine
Certificates, (x) the portion of the aggregate Realized Loss Amount
previously
allocated to that Class remaining unpaid from prior Distribution
Dates minus
(y) any increase in the Class Principal Balance of that Class due
to the
allocation of Subsequent Recoveries to the Class Principal Balance
of that
Class.
Voting Rights: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. With respect to
any date
of determination, 98% of all Voting Rights will be allocated among
the holders
of the Senior Certificates, the Mezzanine Certificates and the
Class C
Certificates in proportion to the then outstanding Certificate
Principal
Balances of their respective Certificates, 1% of all Voting Rights
will be
allocated among the holders of the Class P Certificates and 1% of
all Voting
Rights will be allocated among the holders of the Residual
Certificates. The
Voting Rights allocated to each Class of Certificate shall be
allocated among
Holders of each such Class in accordance with their respective
Percentage
Interests as of the most recent Record Date; provided, however,
that the
Voting Rights allocated to the Class A-7A Certificateholders are
subject to
Section 12.01.
Wells Fargo: Wells Fargo Bank, N.A. and its successors and
assigns.
Section 1.02. Certain Calculations.
Unless otherwise specified herein, for purposes of determining
amounts with respect to the Certificates and the rights and
obligations of the
parties hereto, all calculations of interest for the Fixed Rate
Certificates
(other than as provided in the Mortgage Loan documents) provided
for herein
shall be made on the basis of a 360-day year consisting of twelve
30 day
months and all calculations of interest for the Adjustable Rate
Certificates
(other than as provided in the Mortgage Loan documents) provided
for herein
shall be made on the basis of the actual number of days in a year
assumed to
consist of 360 days.
Section 1.03. Rights of the NIMS Insurer.
Each of the rights of the NIMS Insurer set forth in this
Agreement
shall exist so long as (i) the NIMS Insurer has undertaken to
guarantee
certain payments of notes issued pursuant to the Indenture and (ii)
the notes
issued pursuant to the Indenture remain outstanding or the NIMS
Insurer is
owed amounts in respect of its guarantee of payment on such notes;
provided,
however, the NIMS Insurer shall not have any rights hereunder
(except pursuant
to Section 11.01 and any rights to indemnification hereunder in the
case of
clause (ii) below) so long as (i) the NIMS Insurer has not
undertaken to
guarantee certain payments of notes issued pursuant to the
Indenture or (ii)
any default has occurred and is continuing under the insurance
policy issued
by the NIMS Insurer with respect to such notes.
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<PAGE>
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
Section 2.01. Conveyance of Mortgage Loans.
(a) The Depositor, concurrently with the execution and delivery
hereof, hereby sells, transfers, assigns, sets over and otherwise
conveys to
the Trustee for the benefit of the Certificateholders and the Class
A-7A
Certificate Insurer, without recourse, all the right, title and
interest of
the Depositor in and to the Trust Fund together with all rights
assigned by
the Transferor to the Depositor, pursuant to the Mortgage Loan
Purchase
Agreement, solely with respect to the Mortgage Loans, and, solely
with respect
to the Mortgage Loans, all of the Transferor's right, title and
interest in
and to the Servicing Agreement solely as the Servicing Agreement
relates to
the Mortgage Loans (other than those rights under the Servicing
Agreement that
do not relate to servicing of the Mortgage Loans (including,
without
limitation, the representations and warranties made by the Servicer
(in its
capacity as loan seller to the Transferor) and the document
delivery
requirements of the Servicer and the remedies (including
indemnification)
available for breaches thereto), which rights were retained by the
Transferor
pursuant to the Assignment Agreement). In connection with the
foregoing
assignments, the Transferor has caused the Servicer to enter into
the
Assignment Agreement.
(b) (i) In connection with the transfer and assignment set forth
in
clause (a) above, the Depositor has delivered or caused to be
delivered to the
Custodian, on behalf of the Trustee, for the benefit of the
Certificateholders
and the Class A-7A Certificate Insurer the following documents or
instruments
with respect to each Mortgage Loan that is not a Cooperative
Mortgage Loan so
assigned:
(A) the riginal Mortgage Note endorsed by manual or facsimile
signature in blank in the following form: "Pay to the order of
___________ without recourse," with all intervening
endorsements
showing a complete chain of endorsement from the originator to
the
Person endorsing the Mortgage Note (each such endorsement being
sufficient to transfer all right, title and interest of the party
so
endorsing, as noteholder or assignee thereof, in and to that
Mortgage Note); or, with respect to any Lost Mortgage Note, a
lost
note affidavit from the related originator or the Transferor
stating
that the original Mortgage Note was lost or destroyed, together
with
a
copy of such Mortgage Note;
(B) except as provided below, the original recorded Mortgage or
a copy of such Mortgage certified by the related originator as
being
a true and complete copy of the Mortgage;
(C) a duly
executed assignment of the Mortgage (which may be
included in a blanket assignment or assignments), endorsed in
blank
(except with respect to MERS designated Mortgage Loans)
together
with, except as provided below, all interim recorded assignments
of
such mortgage (each such assignment, when duly and validly
completed, to be in recordable form and sufficient to effect
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the assignment of and transfer to the assignee thereof, under
the
Mortgage to which the assignment relates); provided that, if
the
related Mortgage has not been returned from the applicable
public
recording office, such assignment of the Mortgage may exclude
the
information to be provided by the recording office;
(D) the original or copies of each assumption, modification,
written assurance or substitution agreement, if any; and
(E) except as provided below, the original or duplicate
original lender's title policy and all riders thereto.
(ii) In connection with the transfer and assignment set forth
in
clause (a) above, the Depositor has delivered or caused to be
delivered to the
Custodian, on behalf of the Trustee, for the benefit of the
Certificateholders
and the Class A-7A Certificate Insurer the following documents or
instruments
with respect to each Cooperative Mortgage Loan so assigned:
(A) the Cooperative Shares, together with the Stock Power in
blank;
(B) the executed Security Agreement;
(C) the executed Proprietary Lease and the Assignment of
Proprietary Lease to the originator of the Cooperative Mortgage
Loan;
(D) the executed Recognition Agreement, if any;
(E) copies of the original Financing Statement, and any
continuation statements, filed by the originator of such
Cooperative
Mortgage Loan as secured party, each with evidence of recording
thereof, evidencing the interest of the originator under the
Security Agreement and the Assignment of Proprietary Lease;
(F) copies of the filed UCC assignments or amendments of the
security interest referenced in clause (E) above showing an
unbroken
chain of title from the originator to the Trust, each with
evidence
of recording thereof, evidencing the interest of the assignee
under
the Security Agreement and the Assignment of Proprietary Lease;
(G) an executed assignment of the interest of the originator in
the Security Agreement, the Assignment of Proprietary Lease and
the
Recognition Agreement, showing an unbroken chain of title from
the
originator to the Trust; and
(H) for any Cooperative Mortgage Loan that has been modified or
amended, the original instrument or instruments effecting such
modification or amendment.
Notwithstanding the foregoing, if any Mortgage has been recorded
in
the name of Mortgage Electronic Registration System, Inc. ("MERS")
or its
designee, no assignment of
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<PAGE>
Mortgage in favor of the Trustee will be required to be prepared or
delivered
and instead, the Master Servicer shall enforce the obligations of
the Servicer
under the Servicing Agreement to cause the Trustee to be shown as
the owner of
the related Mortgage Loan on the records of MERS for the purpose of
the system
of recording transfers of beneficial ownership of mortgages
maintained by
MERS.
If in connection with any Mortgage Loan the Depositor cannot
deliver
(a) the original recorded Mortgage, (b) all interim recorded
assignments or
(c) the lender's title policy (together with all riders thereto)
satisfying
the requirements of clause (b)(i)(B), (C) or (E) above,
respectively,
concurrently with the execution and delivery hereof because such
document or
documents have not been returned from the applicable public
recording office
in the case of clause (b)(i)(B) or (C) above, or because the title
policy has
not been delivered to either the Custodian or the Depositor by the
applicable
title insurer in the case of clause (b)(i)(E) above, the Depositor
shall
promptly deliver to the Custodian, in the case of clause (b)(i)(B)
or (C)
above, such original Mortgage or such interim assignment, as the
case may be,
with evidence of recording indicated thereon upon receipt thereof
from the
public recording office, or a copy thereof, certified, if
appropriate, by the
relevant recording office, but in no event shall any such delivery
of the
original Mortgage and each such interim assignment or a copy
thereof,
certified, if appropriate, by the relevant recording office, be
made later
than one year following the Closing Date, or, in the case of clause
(b)(i)(E)
above, no later than 120 days following the Closing Date; provided,
however,
in the event the Depositor is unable to deliver by such date each
Mortgage and
each such interim assignment by reason of the fact that any such
documents
have not been returned by the appropriate recording office, or, in
the case of
each such interim assignment, because the related Mortgage has not
been
returned by the appropriate recording office, the Depositor shall
deliver such
documents to the Custodian as promptly as possible upon receipt
thereof and,
in any event, within 720 days following the Closing Date. The
Depositor shall
forward or cause to be forwarded to the Custodian (a) from time to
time
additional original documents evidencing an assumption or
modification of a
Mortgage Loan and (b) any other documents required to be delivered
by the
Depositor to the Custodian. In the event that the original Mortgage
is not
delivered and in connection with the payment in full of the related
Mortgage
Loan and the public recording office requires the presentation of a
"lost
instruments affidavit and indemnity" or any equivalent document,
because only
a copy of the Mortgage can be delivered with the instrument of
satisfaction or
reconveyance, the Custodian shall execute and deliver or cause to
be executed
and delivered such a document to the public recording office. In
the case
where a public recording office retains the original recorded
Mortgage or in
the case where a Mortgage is lost after recordation in a public
recording
office, the Transferor shall deliver to the Custodian a copy of
such Mortgage
certified by such public recording office to be a true and complete
copy of
the original recorded Mortgage.
If an assignment of Mortgage is to be recorded, the Depositor
shall
cause the Mortgage to be assigned to "The Bank of New York, in
trust for the
TBW Mortgage-Backed Trust 2007-1 for the benefit of the Holders of
the
Mortgage Pass Through Certificates, Series 2007-1" and, subject to
Section
2.02, the Master Servicer shall enforce the obligations of the
Servicer
pursuant to the Servicing Agreement to (i) cause such assignment to
be in
proper form for recording in the appropriate public office for real
property
records and (ii) cause to be delivered for recording in the
appropriate public
office for real property records the assignments of the Mortgages
to the
Trustee, except that, with respect to any assignments of Mortgage
as to
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<PAGE>
which the Servicer has not received the information required to
prepare such
assignment in recordable form, the Servicer's obligation to do so
and to
deliver the same for such recording shall be as soon as practicable
after
receipt of such information and in any event within ninety (90)
days after
receipt thereof and except that the Servicer need not cause to be
recorded any
assignment which relates to a Mortgage Loan (a) in any state where,
in an
Opinion of Counsel addressed to the Trustee and the Class A-7A
Certificate
Insurer, such recording is not required to protect the Trustee's
interests in
the Mortgage Loan against the claim of any subsequent transferee or
any
successor to or creditor of the Depositor or the Transferor, (b) in
any state
where recordation is not required by either Rating Agency to obtain
the
initial ratings on the Certificates set forth in the Prospectus
Supplement or
(c) with respect to any Mortgage which has been recorded in the
name of MERS,
or its designee. As of the date hereof, recordation is not required
in any
state by either Rating Agency to obtain the initial rating on the
Certificates
(upon which statement the Master Servicer, the Trustee and the
Custodian may
conclusively rely).
In the case of Mortgage Loans that have been prepaid in full as
of
the Closing Date, the Depositor, in lieu of delivering the above
documents to
the Custodian on behalf of the Trustee, will deposit in the
Collection Account
the portion of such payment that is required to be deposited in the
Collection
Account pursuant to Section 3.07 hereof.
(c) The
Depositor does hereby establish, pursuant to the further
provisions of this Agreement and the laws of the State of New York,
an express
trust (the "Trust") to be known, for convenience, as "TBW
Mortgage-Backed
Trust 2007-1" and The Bank of New York, is hereby appointed as
Trustee in
accordance with the provisions of this Agreement.
(d) The
Depositor and the Trustee on behalf of the Trust agree and
understand that it is not intended that any Mortgage Loan be
included in the
Trust Fund that is (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
risk home loan" under the Illinois High Risk Home Loan Act,
effective as of
January 1, 2004, or (v) a "high cost home loan" under the Indiana
High Cost
Home Loan Law, effective January 1, 2005. The Trustee shall be
entitled to
indemnification from the Depositor and the Trust Fund for any loss,
liability
or expense arising out of, or in connection with, the provisions of
the
preceding sentence, including, without limitation, all costs,
liabilities and
expenses (including reasonable legal fees and expenses) of
investigating and
defending itself against any claim, action or proceeding, pending
or
threatened, relating to such provisions.
(e) Each
of the Collection Account and Distribution Account shall at
all times be an Eligible Account, provided that the Collection
Account may be
deemed to be a sub-account of the Distribution Account. If at any
time either
the Collection Account or the Distribution Account ceases to be an
Eligible
Account, the Master Servicer or the Trust Administrator, as
applicable, shall
immediately establish and maintain a new Collection Account or
Distribution
Account, as applicable, that is an Eligible Account, and shall
immediately
transfer all funds on deposit in the former Collection Account or
Distribution
Account, as applicable, to the new Collection Account or
Distribution Account,
as applicable.
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<PAGE>
(f) The
Depositor hereby directs the Trust Administrator to execute,
deliver and perform its obligations under the Class A-1 Cap
Contract and the
Class A-2 Cap Contract. The Transferor, the Depositor, the Master
Servicer,
the Trustee and the Holders of the Class A-1 and Class A-2
Certificates,
respectively, by their acceptance of such Certificates acknowledge
and agree
that the Trust Administrator shall execute, deliver and perform
its
obligations under the Class A-1 Cap Contract and the Class A-2 Cap
Contract
and shall do so solely in its capacity as Trust Administrator, and
not in its
individual capacity. Every provision of this Agreement relating to
the conduct
or affecting the liability of or affording protection to the
Trust
Administrator shall apply to the Trust Administrator's execution of
the Class
A-1 Cap Contract and the Class A-2 Cap Contract, and the
performance of its
duties and satisfaction of its obligations thereunder.
Section 2.02. Acceptance by Trustee of the Mortgage Loans.
The Custodian, on behalf of the Trustee, will acknowledge receipt
of
the documents identified in the Initial Certification issued by it
in the form
annexed to the Custodial Agreement as Exhibit 1 and will declare
that it holds
and will hold such related documents and the other documents
delivered to it
constituting the Mortgage Files, and the Custodian and Trustee
together
declare that it holds or will hold such other assets as are
included in the
Trust Fund, in trust for the exclusive use and benefit of all
present and
future Certificateholders and the Class A-7A Certificate Insurer.
The
Custodian acknowledges that it will maintain possession of the
Mortgage Notes
held by it in the State of Florida, unless otherwise permitted by
the Rating
Agencies, the Trustee and the Class A-7A Certificate Insurer.
The Custodian has agreed to execute and deliver on the Closing
Date
to the Depositor, the Trust Administrator and the Trustee an
Initial
Certification in the form annexed to the Custodial Agreement as
Exhibit 1.
Based on its review and examination, and only as to the documents
identified
in such Initial Certification, the Custodian acknowledges, subject
to any
applicable exceptions noted on Exhibit 1, that such documents
appear regular
on their face and relate to such Mortgage Loan. The Custodian shall
be under
no duty or obligation to (i) inspect, review or examine said
documents,
instruments, certificates or other papers to determine that the
same are
genuine, enforceable or appropriate for the represented purpose or
that they
have actually been recorded in the real estate records or that they
are other
than what they purport to be on their face or (ii) determine
whether the
Mortgage File should include any of the documents specified in
Section
2.01(b)(i)(D) with respect to each Mortgage Loan that is not a
Cooperative
Mortgage Loan and Section 2.01(b)(ii)(H) with respect to each
Cooperative
Mortgage Loan, unless the Mortgage Loan Schedule indicates that
such documents
are applicable.
Not later than 90 days after the Closing Date, the Custodian
shall
deliver to the Depositor, the Class A-7A Certificate Insurer, the
Trustee, the
Trust Administrator and the Transferor a Final Certification in the
form
annexed to the Custodial Agreement as Exhibit 2, with any
applicable
exceptions noted thereon. Upon receipt of written request from the
Depositor,
the Master Servicer, the Trust Administrator or the Trustee, the
Custodian
shall as soon as practicable supply such Person with a list of all
of the
documents relating to the Mortgage Loans missing from the Mortgage
Files, in
accordance with the Custodial Agreement.
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If, in the course of such review, the Custodian finds any
document
constituting a part of a related Mortgage File which does not meet
the
requirements of Section 2.01, the Custodian shall list such as an
exception in
the Final Certification; provided, however, that the Custodian
shall not make
any determination as to whether (i) any endorsement is sufficient
to transfer
all right, title and interest of the party so endorsing, as
noteholder or
assignee thereof, in and to that Mortgage Note, (ii) any assignment
is in
recordable form or is sufficient to effect the assignment of and
transfer to
the assignee thereof under the mortgage to which the assignment
relates or
(iii) the Mortgage File should include any of the documents
specified in
Section 2.01(b)(i)(D) with respect to each Mortgage Loan that is
not a
Cooperative Mortgage Loan and Section 2.01(b)(ii)(H) with respect
to each
Cooperative Mortgage Loan, unless the Mortgage Loan Schedule
indicates that
such documents are applicable.
The Transferor shall promptly correct or cure such document
defects,
and if the Transferor fails to correct or cure the defect within
ninety (90)
days of the earlier of its discovery or its receipt of written
notice of any
document constituting a part of a Mortgage File that does not meet
the
requirements of Section 2.01, and such defect materially and
adversely affects
the interests of the Certificateholders or the Class A-7A
Certificate Insurer
in the related Mortgage Loan, the Transferor shall repurchase the
affected
Mortgage Loan from the Trustee at the Purchase Price. In each case,
such
Deleted Mortgage Loan will be removed from the Trust. Any such
purchase of a
Deleted Mortgage Loan shall not be effected prior to the delivery
to the
Custodian of a Request for Release substantially in the form of
Exhibit M. The
Purchase Price for any such Deleted Mortgage Loan shall be paid by
the
Transferor to the Master Servicer for deposit in the Collection
Account on or
prior to the Distribution Account Deposit Date for the Distribution
Date in
the month following the month of repurchase and, upon receipt of
such deposit,
the Master Servicer shall instruct the Custodian to release, and
the Custodian
shall release, the related Mortgage File to the Transferor and the
Trustee
shall execute and deliver at the Transferor's written request such
instruments
of transfer or assignment prepared by the Transferor, in each case
without
recourse, representation or warranty, as shall be necessary to vest
in the
Transferor, or a designee, the Trustee's interest in any Deleted
Mortgage Loan
released pursuant hereto. The Transferor shall promptly reimburse
the Master
Servicer and the Trustee for any expenses reasonably incurred by
the Master
Servicer or the Trustee in respect of enforcing such repurchase by
the
Transferor.
The Custodian shall retain possession and custody of each
related
Mortgage File in accordance with and subject to the terms and
conditions of
the Custodial Agreement. Pursuant to the terms of the Servicing
Agreement, the
Master Servicer shall cause the Servicer to promptly deliver to the
Custodian,
who shall thereupon promptly deposit within each Mortgage File,
upon the
execution or receipt thereof, the originals of such other documents
or
instruments constituting the Mortgage File as come into the
possession of the
Servicer from time to time.
It is understood and agreed that the obligations of the
Transferor
hereunder to purchase any Mortgage Loan which does not meet the
requirements
of Section 2.01 above or substitute for the related Mortgage Loan
an Eligible
Substitute Mortgage Loan shall constitute the sole remedies
respecting such
defect available to the Trustee, the Master Servicer, the Depositor
and any
Certificateholder.
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<PAGE>
Section 2.03. Remedies for Breaches of Representations and
Warranties.
The Transferor hereby makes the representations and warranties
set
forth in Schedule II hereto, and by this reference incorporated
herein, to the
Depositor, the Class A-7A Certificate Insurer and the Trustee, as
of the
Closing Date, or if so specified therein, as of the Cut-off Date.
With respect
to any representation and warranties set forth on Schedule II
hereto which are
made to the best of the Transferor's knowledge if it is discovered
by any of
the Depositor, the Class A-7A Certificate Insurer, the Master
Servicer, the
Transferor, the Servicer, the Trustee or the Trust Administrator
that the
substance of such representation and warranty is inaccurate and
such
inaccuracy materially and adversely affects the value of the
related Mortgage
Loan or the interests of the Certificateholders or the Class A-7A
Certificate
Insurer therein, notwithstanding the Transferor's lack of knowledge
with
respect to the substance of such representation or warranty, such
inaccuracy
shall be deemed a breach of the applicable representation or
warranty.
Upon discovery by any of the Depositor, the Class A-7A
Certificate
Insurer, the Transferor, the Master Servicer, the Trust
Administrator or the
Custodian of a breach of a representation or warranty made by the
Transferor
pursuant to this Section 2.03 that materially and adversely affects
the
interests of the Certificateholders or the Class A-7A Certificate
Insurer in
any Mortgage Loan, the party discovering such breach shall give
prompt notice
thereof to the other parties and the Trustee. Notwithstanding the
foregoing, a
breach which causes a Mortgage Loan not to constitute a "qualified
mortgage"
within the meaning of Section 860G(a)(3) of the Code will be
deemed
automatically to materially and adversely affect the interests of
the
Certificateholders in such Mortgage Loan. Upon receiving notice of
a breach,
the Trustee shall in turn notify the Transferor of such breach. The
Trustee
shall enforce the obligations of the Transferor in accordance with
this
Section 2.03 to correct or cure any such breach of a representation
or
warranty made herein, and if the Transferor fails to correct or
cure the
defect within such period, and such defect materially and adversely
affects
the interests of the Certificateholders or the Class A-7A
Certificate Insurer
in the related Mortgage Loan, the Trustee shall enforce the
Transferor's
obligations hereunder to (i) purchase such Mortgage Loan at the
Purchase Price
or (ii) substitute for the related Mortgage Loan an Eligible
Substitute
Mortgage Loan. In each case, such Deleted Mortgage Loan will be
removed from
the Trust Fund.
The Transferor hereby covenants that within ninety (90) days of
the
earlier of its discovery or its receipt of written notice from any
party of a
breach of any representation or warranty made pursuant to this
Section 2.03
which materially and adversely affects the interest of the
Certificateholders
or the Class A-7A Certificate Insurer in any Mortgage Loan, it
shall cure such
breach in all material respects, and if such breach is not so
cured, shall,
(i) if such ninety (90) day period expires prior to the second
anniversary of
the Closing Date, remove such Deleted Mortgage Loan from the Trust
Fund and
substitute in its place an Eligible Substitute Mortgage Loan or
Mortgage Loans
into the Trust Fund, in the manner and subject to the conditions
set forth in
this Section; or (ii) repurchase the affected Mortgage Loan or
Mortgage Loans
from the Trustee at the Purchase Price in the manner set forth
below. The
Transferor shall promptly reimburse the Master Servicer, the NIMS
Insurer, the
Class A-7A Certificate Insurer and the Trustee for any expenses
reasonably
incurred by the Master Servicer, the NIMS Insurer,
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the Class A-7A Certificate Insurer or the Trustee in respect of
enforcing the
remedies for such breach by the Transferor.
With respect to any Eligible Substitute Mortgage Loan or
Mortgage
Loans, the Transferor shall deliver to the Custodian on behalf of
the Trustee,
for the benefit of the Certificateholders and the Class A-7A
Certificate
Insurer, the Mortgage Note, the Mortgage, the related assignment of
the
Mortgage, and such other documents and agreements as are required
by Section
2.01, with the Mortgage Note endorsed and the Mortgage assigned as
required by
Section 2.01. No substitution is permitted to be made on any day in
any
calendar month after the Determination Date for such month.
With respect to substitutions made by the Transferor, Scheduled
Payments due with respect to Eligible Substitute Mortgage Loans in
the month
of substitution shall not be part of the Trust Fund and will be
retained by
the Transferor on the next succeeding Distribution Date. For the
month of
substitution, distributions to Certificateholders will include the
monthly
payment due on any Deleted Mortgage Loan for such month and
thereafter the
Transferor shall be entitled to retain all amounts received in
respect of such
Deleted Mortgage Loan. The Custodian shall amend the Mortgage Loan
Schedule
for the benefit of the Certificateholders and the Class A-7A
Certificate
Insurer to reflect the removal of such Deleted Mortgage Loan and
the
substitution of the Eligible Substitute Mortgage Loan or Mortgage
Loans and
the Custodian shall deliver the amended Mortgage Loan Schedule to
the Trustee.
Upon such substitution, the Eligible Substitute Mortgage Loan or
Mortgage
Loans shall be subject to the terms of this Agreement in all
respects, and the
Transferor shall be deemed to have made with respect to such
Eligible
Substitute Mortgage Loan or Mortgage Loans, as of the date of
substitution,
the representations and warranties made pursuant to this Section
2.03 with
respect to such Mortgage Loan. Upon any such substitution and the
deposit to
the Collection Account of the amount required to be deposited
therein in
connection with such substitution as described in the following
paragraph, the
Custodian shall release the Mortgage File held for the benefit of
the
Certificateholders relating to such Deleted Mortgage Loan to the
Transferor
and the Trustee shall execute and deliver at the Transferor's
direction such
instruments of transfer or assignment prepared by the Transferor,
without
recourse, representation or warranty, as shall be necessary to vest
title in
the Transferor, as applicable, or its designee, the Trustee's
interest in any
Deleted Mortgage Loan substituted for pursuant to this Section
2.03.
For any month in which the Transferor substitutes one or more
Eligible Substitute Mortgage Loans for one or more Deleted Mortgage
Loans, the
Master Servicer will determine the amount (if any) by which the
aggregate
principal balance of all such Eligible Substitute Mortgage Loans as
of the
date of substitution is less than the aggregate Principal Balance
of all such
Deleted Mortgage Loans (after application of the scheduled
principal portion
of the monthly payments received in the month of substitution). The
amount of
such shortage (the "Substitution Adjustment Amount") plus an amount
equal to
the aggregate of any unreimbursed Advances with respect to such
Deleted
Mortgage Loans shall be remitted by the Transferor to the Master
Servicer, and
the Master Servicer shall deposit such amounts received from the
Transferor
into the Collection Account on or before the Distribution Account
Deposit Date
for the Distribution Date in the month succeeding the calendar
month during
which the related Mortgage Loan became required to be purchased or
replaced
hereunder.
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In the event that the Transferor shall have repurchased a
Mortgage
Loan, the Purchase Price therefor shall be deposited in the
Collection Account
pursuant to Section 3.07 on or before the Distribution Account
Deposit Date
for the Distribution Date in the month following the month during
which the
Transferor became obligated hereunder to repurchase or replace such
Mortgage
Loan and upon such deposit of the Purchase Price and receipt of a
Request for
Release in the form of Exhibit M hereto, the Custodian shall
release the
related Mortgage File held for the benefit of the
Certificateholders and the
Class A-7A Certificate Insurer to the Transferor, and the Trustee
shall
execute and deliver at the Transferor's direction such instruments
of transfer
or assignment prepared by the Transferor, in each case without
recourse,
representation or warranty, as shall be necessary to transfer title
from the
Trustee. It is understood and agreed that the obligation under this
Agreement
of the Transferor to cure, repurchase or replace any Mortgage Loan
as to which
a breach has occurred and is continuing shall constitute the sole
remedies
against the Transferor respecting such matters available to
Certificateholders, the Master Servicer, the NIMS Insurer, the
Depositor, the
Trust Administrator or the Trustee on their behalf.
The provisions of this Section 2.03 shall survive the conveyance
and
assignment of the Mortgage Files to the Trustee and the delivery of
the
respective Mortgage Files to the Custodian for the benefit of the
Trustee, the
Certificateholders and the Class A-7A Certificate Insurer.
Section 2.04. Representations and Warranties of the Depositor as to
the
Mortgage Loans.
The Depositor hereby represents and warrants to the Trustee,
the
Trust Administrator, the NIMS Insurer, the Class A-7A Certificate
Insurer and
the Master Servicer with respect to each Mortgage Loan as of the
date hereof
or such other date set forth herein that as of the Closing Date,
and following
the transfer of the Mortgage Loans to it by the Transferor, the
Depositor had
good title to the Mortgage Loans and the Mortgage Notes were
subject to no
offsets, liens, defenses or counterclaims.
It is understood and agreed that the representations and
warranties
set forth in this Section 2.04 shall survive delivery of the
Mortgage Files to
the Custodian. Upon discovery by the Depositor, the Transferor, the
Master
Servicer, the Class A-7A Certificate Insurer, the Trust
Administrator, the
NIMS Insurer or the Trustee of a breach of any of the foregoing
representations and warranties set forth in this Section 2.04
(referred to
herein as a "breach"), which breach materially and adversely
affects the
interest of the Certificateholders or the Class A-7A Certificate
Insurer, the
party discovering such breach shall give prompt written notice to
the other
parties hereto and to each Rating Agency.
Section 2.05. [Reserved].
Section 2.06. Execution and Delivery of Certificates.
The Trustee acknowledges the transfer and assignment to it of
the
Trust Fund and acknowledges the issuance of the Subsidiary REMIC
Regular
Interests, all as described in the Preliminary Statement and the
Residual
Certificates in exchange therefor. The Trustee further acknowledges
the
transfer and assignment to it of the Subsidiary REMIC Regular
Interests and,
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concurrently with such transfer and assignment, the Trust
Administrator, on
its behalf, has executed, authenticated and delivered to or upon
the order of
the Depositor, the Certificates in authorized denominations
evidencing
directly or indirectly the entire ownership of the Trust Fund. The
Trustee
agrees to hold the Trust Fund and the Subsidiary REMIC Regular
Interests and
to exercise the rights referred to above for the benefit of all
present and
future Holders of the Certificates and the Class A-7A Certificate
Insurer and
to perform the duties set forth in this Agreement to the best of
its ability,
to the end that the interests of the Holders of the Certificates
and the Class
A-7A Certificate Insurer may be adequately and effectively
protected.
Section 2.07. REMIC Matters.
The Preliminary Statement sets forth the designations as
"regular
interests" or "residual interests" and "latest possible maturity
date" for
federal income tax purposes of all interests created hereby. The
"Startup Day"
for purposes of the REMIC Provisions shall be the Closing Date.
Each REMIC
shall have the calendar year as its fiscal year and shall use the
accrual
method of accounting.
Section 2.08. Covenants of the Master Servicer.
The Master Servicer hereby covenants to the Depositor and the
Trustee as follows:
(i) subject to Section 3.01, the Master Servicer shall cause
the Servicer to perform its obligations under the Servicing
Agreement; and
(ii) no written information, certificate of an officer,
statement furnished in writing or written report delivered to
the
Depositor, any affiliate of the Depositor or the Trustee and
prepared by the Master Servicer pursuant to this Agreement will
contain any untrue statement of a material fact or omit to state
a
material fact necessary to make such information, certificate,
statement or report not misleading at the time provided.
Section 2.09. Representations and Warranties of the Master
Servicer.
The Master Servicer hereby represents and warrants to the
Depositor,
the Trustee and the Class A-7A Certificate Insurer, as of the
Closing Date, or
if so specified herein, as of the Cut-off Date:
(a) The
Master Servicer is duly organized as a national banking
association and is validly existing and in good standing under the
laws of the
United States of America and is duly authorized and qualified to
transact any
and all business contemplated by this Agreement to be conducted by
the Master
Servicer 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
master service the Mortgage Loans in accordance with the terms of
this
Agreement and to perform any of its other obligations under this
Agreement in
accordance with the terms hereof.
(b) The
Master Servicer has the full power and authority to master
service each Mortgage Loan, and to execute, deliver and perform,
and to enter
into and consummate the
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transactions contemplated by this Agreement and has duly authorized
by all
necessary action on the part of the Master 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 obligation of the Master
Servicer,
enforceable against the Master Servicer in accordance with its
terms, except
that (i) the enforceability hereof may be limited by bankruptcy,
insolvency,
moratorium, receivership and other similar laws relating to
creditors' rights
generally and (ii) the remedy of specific performance and
injunctive and other
forms of equitable relief may be subject to equitable defenses and
to the
discretion of the court before which any proceeding relating
thereto may be
brought.
(c) The
execution and delivery of this Agreement by the Master
Servicer, and the master servicing of the Mortgage Loans by the
Master
Servicer under this Agreement, the consummation of any other of
the
transactions contemplated by this Agreement, and the fulfillment of
or
compliance with the terms hereof are in the ordinary course of
business of the
Master Servicer and will not (i) result in a material breach of any
term or
provision of the articles of incorporation or by-laws of the Master
Servicer,
(ii) materially conflict with, result in a material breach,
violation or
acceleration of, or result in a material default under, the terms
of any other
material agreement or instrument to which the Master Servicer is a
party or by
which it may be bound, or (iii) constitute a material violation of
any
statute, order or regulation applicable to the Master Servicer of
any court,
regulatory body, administrative agency or governmental body
having
jurisdiction over the Master Servicer; and the Master Servicer 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
Master Servicer's ability to perform or meet any of its obligations
under this
Agreement.
(d) The
Master Servicer or an affiliate thereof is an approved
servicer of conventional mortgage loans for Fannie Mae or Freddie
Mac and is a
mortgagee approved by the Secretary of Housing and Urban
Development pursuant
to Sections 203 and 211 of the National Housing Act.
(e) No
litigation is pending or, to the knowledge of the Master
Servicer, threatened against the Master Servicer that would
materially and
adversely affect the execution, delivery or enforceability of this
Agreement
or the ability of the Master Servicer to master service the
Mortgage Loans or
to perform any of its other obligations under this Agreement in
accordance
with the terms thereof.
(f) No
consent, approval, authorization or, to the knowledge of the
Master Servicer, order of any court or governmental agency or body
is required
for the execution, delivery and performance by the Master Servicer
of, or
compliance by the Master Servicer with, this Agreement or the
consummation of
the transactions contemplated thereby, or if any such consent,
approval,
authorization or order is required, the Master Servicer has
obtained the same.
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ARTICLE III
ADMINISTRATION AND MASTER
SERVICING OF MORTGAGE LOANS
Section 3.01. Master Servicing of Mortgage Loans.
For and on behalf of the Certificateholders and the Class A-7A
Certificate Insurer, the Master Servicer shall supervise, monitor
and oversee
the obligation of the Servicer to service and administer the
Mortgage Loans in
accordance with the terms of the Servicing Agreement and shall have
full power
and authority to do any and all things which it may deem necessary
or
desirable in connection with such master servicing and
administration. In
performing its obligations hereunder, the Master Servicer shall act
in a
manner consistent with this Agreement, subject to the prior
sentence, and with
customary and usual standards of practice of prudent mortgage loan
master
servicers. Furthermore, the Master Servicer shall oversee and
consult with the
Servicer as necessary from time to time to carry out the Master
Servicer's
obligations hereunder, shall receive, review and evaluate all
reports,
information and other data provided to the Master Servicer by the
Servicer and
shall cause the Servicer to perform and observe the covenants,
obligations and
conditions to be performed or observed by the Servicer under the
Servicing
Agreement. The Master Servicer shall independently and separately
monitor the
Servicer's servicing activities with respect to each related
Mortgage Loan,
reconcile the results of such monitoring with such information
provided in the
previous sentence on a monthly basis and coordinate corrective
adjustments to
the Servicer's and Master Servicer's records, and based on such
reconciled and
corrected information, prepare the statements specified in Section
4.04 and
any other information and statements required hereunder. The Master
Servicer
shall reconcile the results of its Mortgage Loan monitoring with
the actual
remittances of the Servicer to the Collection Account pursuant to
the
Servicing Agreement.
In accordance with the standards of the preceding paragraph and
to
the extent the Servicer does not make such advance, the Master
Servicer shall
advance or cause to be advanced funds as necessary for the purpose
of
effecting the payment of taxes and assessments on the Mortgaged
Properties,
which advances shall be reimbursable in the first instance from
related
collections from the Mortgagors pursuant to Section 3.07, and
further as
provided in Section 3.10. The costs incurred by the Master
Servicer, if any,
in effecting the timely payment of taxes and assessments on the
Mortgaged
Properties and related insurance premiums shall not, for the
purpose of
calculating monthly distributions to the Certificateholders, be
added to the
Scheduled Principal Balances of the related Mortgage Loans,
notwithstanding
that the terms of such Mortgage Loans so permit.
Section 3.02. Monitoring of Servicer.
(a) The
Master Servicer shall be responsible for reporting to the
Trustee, the Trust Administrator and the Depositor the compliance
by the
Servicer with its duties under the Servicing Agreement. In the
review of the
Servicer's activities, the Master Servicer may rely upon an
officer's
certificate of the Servicer with regard to the Servicer's
compliance with the
terms of the Servicing Agreement. In the event that the Master
Servicer, in
its judgment, determines that the Servicer should be terminated in
accordance
with the Servicing Agreement,
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or that a notice should be sent pursuant to the Servicing Agreement
with
respect to the occurrence of an event that, unless cured, would
constitute
grounds for such termination, the Master Servicer shall notify the
Depositor,
the Trust Administrator, the Class A-7A Certificate Insurer and the
Trustee
thereof and the Master Servicer shall issue such notice or take
such other
action as it deems appropriate.
(b) The
Master Servicer, for the benefit of the Trustee, the Trust
Administrator, the Certificateholders and the Class A-7A
Certificate Insurer,
shall enforce the obligations of the Servicer under the Servicing
Agreement,
and shall, in the event that the Servicer fails to perform its
obligations in
accordance with the Servicing Agreement, subject to the preceding
paragraph,
terminate the rights and obligations of the Servicer thereunder and
act as
successor Servicer of the related Mortgage Loans or cause the
Trustee to enter
into a new Servicing Agreement with a successor Servicer selected
by the
Master Servicer and acceptable to the Class A-7A Certificate
Insurer;
provided, however, it is understood and acknowledged by the parties
hereto
that there will be a period of transition (not to exceed 90 days)
before the
actual servicing functions can be fully transferred to such
successor
Servicer. Such enforcement, including, without limitation, the
legal
prosecution of claims, termination of the Servicing Agreement and
the pursuit
of other appropriate remedies, shall be in such form and carried
out to such
an extent and at such time as the Master Servicer, in its good
faith business
judgment, would require were it the owner of the related Mortgage
Loans. The
Master Servicer shall pay the costs of such enforcement at its own
expense,
provided that the Master Servicer shall not be required to
prosecute or defend
any legal action except to the extent that the Master Servicer
shall have
received reasonable indemnity for its costs and expenses in
pursuing such
action.
(c) To the
extent that the costs and expenses of the Master Servicer
related to any termination of the Servicer, appointment of a
successor
Servicer or the transfer and assumption of servicing by the Master
Servicer
with respect to the Servicing Agreement (including, without
limitation, (i)
all legal costs and expenses and all due diligence costs and
expenses
associated with an evaluation of the potential termination of the
Servicer as
a result of an event of default by the Servicer and (ii) all costs
and
expenses associated with the complete transfer of servicing,
including all
servicing files and all servicing data and the completion,
correction or
manipulation of such servicing data as may be required by the
successor
servicer to correct any errors or insufficiencies in the servicing
data or
otherwise to enable the successor servicer to service the Mortgage
Loans in
accordance with the Servicing Agreement) are not fully and timely
reimbursed
by the terminated Servicer, the Master Servicer shall be entitled
to
reimbursement of such costs and expenses from the Collection
Account.
(d) The
Master Servicer shall require the Servicer to comply with
the remittance requirements and other obligations set forth in the
Servicing
Agreement.
(e) If the
Master Servicer acts as Servicer, it will not assume
liability for the representations and warranties of the Servicer,
if any, that
it replaces.
(f) If the
Servicer fails to make its required payment of
Compensating Interest on any Distribution Date, the Master Servicer
will be
required to make such payment of Compensating Interest to the same
extent that
the Servicer was required to make such payment of Compensating
Interest.
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(g) To the
extent the Servicer requests the consent of the Trust or
the Master Servicer with respect to any servicing related matter
for which the
Servicer is required to seek consent under the Servicing Agreement
or
Assignment Agreement, the Master Servicer shall promptly or within
the time
frame specified in the Servicing Agreement, if any, evaluate such
request for
consent in the best interest of the Trust and the
Certificateholders, and
grant or withhold such consent accordingly.
(h) To the
extent the Servicer is obligated under the Servicing
Agreement to procure the consent of the Master Servicer in
connection with the
Servicer's engagement of a Subservicer to perform any servicing
responsibilities under the Servicing Agreement with respect to the
related
Mortgage Loans, the Master Servicer will only give such consent if
that
Subservicer first agrees in writing with the Servicer and the
Master Servicer
to deliver an Annual Statement of Compliance, an Assessment of
Compliance and
an Accountant's Attestation in such manner and at such times that
permit the
Servicer and the Master Servicer to comply with Sections 3.21 and
3.22 of this
Agreement.
(i) The
Master Servicer shall enforce any negative covenant in the
Servicing Agreement which prohibits the Servicer from outsourcing
one or more
separate servicing functions under the Servicing Agreement with
respect to the
Mortgage Loans to any Subcontractor unless that Subcontractor first
agrees in
writing with the Servicer and the Master Servicer to deliver an
Assessment of
Compliance and an Accountant's Attestation in such manner and at
such times
that permits the Servicer and the Master Servicer to comply with
Section 3.22
of this Agreement.
Section 3.03. [Reserved].
Section 3.04. Rights of the Depositor and the Trustee in Respect of
the Master
Servicer.
The Depositor may, but is not obligated to, enforce the
obligations
of the Master Servicer hereunder and may, but is not obligated to,
perform, or
cause a designee to perform, any defaulted obligation of the Master
Servicer
hereunder and in connection with any such defaulted obligation to
exercise the
related rights of the Master Servicer hereunder; provided that the
Master
Servicer shall not be relieved of any of its obligations hereunder
by virtue
of such performance by the Depositor or its designee. Neither the
Trustee nor
the Depositor shall have any responsibility or liability for any
action or
failure to act by the Master Servicer or the Servicer nor shall the
Trustee or
the Depositor be obligated to supervise the performance of the
Master Servicer
hereunder or the Servicer under the Servicing Agreement or
otherwise.
Section 3.05. Trustee to Act as Master Servicer.
In the event that the Master Servicer shall for any reason no
longer
be the Master Servicer hereunder (including by reason of a Master
Servicer
Event of Termination), the Trustee or its successor shall in
accordance with
Section 7.02 thereupon assume all of the rights and obligations of
the Master
Servicer hereunder arising thereafter (except that the Trustee
shall not be
(i) liable for losses of the predecessor Master Servicer pursuant
to Section
3.07 hereof (or any acts or omissions of the predecessor Master
Servicer
hereunder), (ii) obligated to make Advances if it is prohibited
from doing so
by applicable law, (iii) obligated to effectuate repurchases or
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substitutions of Mortgage Loans hereunder including, but not
limited to,
repurchases or substitutions of Mortgage Loans pursuant to Section
2.02 or
2.03 hereof, (iv) responsible for expenses of the Master Servicer
pursuant to
Section 2.03 hereof, (v) deemed to have made any representations
and
warranties of the Master Servicer pursuant to Section 2.09
hereunder or (vi)
obligated to perform any obligation of the Master Servicer under
Section 3.21
or 3.22 with respect to any period of time the Trustee was not the
Master
Servicer). Any such assumption shall be subject to Section 7.02
hereof. If the
Master Servicer shall for any reason no longer be the Master
Servicer
(including by reason of any Master Servicer Event of Termination),
the Trustee
or its successor may, but shall not be obligated to, succeed to any
rights and
obligations of the Master Servicer under each subservicing
agreement.
The Master Servicer shall, upon request of the Trustee, but at
the
expense of the Master Servicer, deliver to the assuming party all
documents
and records relating to each subservicing agreement or substitute
subservicing
agreement and the Mortgage Loans then being serviced thereunder and
an
accounting of amounts collected or held by it and otherwise use its
best
efforts to effect the orderly and efficient transfer of each
subservicing
agreement or substitute subservicing agreement to the assuming
party.
The Trustee or successor master servicer shall be entitled to
be
reimbursed from the Master Servicer for all costs associated with
the transfer
of master servicing from the Master Servicer, including, without
limitation,
any costs or expenses associated with the complete transfer of all
master
servicing data and the completion, correction or manipulation of
such master
servicing data as may be required by the Trustee or successor
master servicer
to correct any errors or insufficiencies in the master servicing
data or
otherwise to enable the Trustee or successor master servicer to
master service
the Mortgage Loans properly and effectively.
If the Master Servicer does not pay such reimbursement within
thirty
(30) days of its receipt of an invoice therefor, such reimbursement
shall be
an expense of the Trust and the Trustee shall be entitled to
withdraw such
reimbursement from amounts on deposit in the Distribution Account
pursuant to
Section 3.10(b)(iii); provided that the Master Servicer shall
reimburse the
Trust for any such expense incurred by the Trust.
Section 3.06.
Protected Accounts.
(a) The
Master Servicer shall enforce the obligation of the Servicer
to establish and maintain a Protected Account in accordance with
the Servicing
Agreement, with records to be kept with respect thereto on a
Mortgage Loan by
Mortgage Loan basis, into which accounts shall be deposited within
48 hours
(or as of such other time specified in the Servicing Agreement) of
receipt all
collections of principal and interest on any Mortgage Loan or
amounts received
with respect to any REO Property, including Principal Prepayments,
Insurance
Proceeds, Liquidation Proceeds, and Advances made from the
Servicer's own
funds (less servicing compensation as permitted by the Servicing
Agreement in
the case of the Servicer) and all other amounts to be deposited in
the
Protected Account. The Master Servicer is hereby authorized to
make
withdrawals from and deposits to the related Protected Account for
purposes
required or permitted by this Agreement.
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(b) In
accordance with the terms of the Servicing Agreement, amounts
on deposit in a Protected Account are required to be invested by
the Servicer
in Permitted Investments. The income earned from investments made
pursuant to
this Section 3.06 shall be paid to the Servicer under the Servicing
Agreement,
and the risk of loss of moneys required to be distributed to
the
Certificateholders resulting from such investments shall be borne
by and be
the risk of the Servicer. The Servicer (to the extent provided in
the
Servicing Agreement) shall deposit the amount of any such loss in
the
Protected Account within two Business Days of receipt of
notification of such
loss but not later than the second Business Day prior to the
Distribution Date
on which the moneys so invested are required to be distributed to
the
Certificateholders.
Section 3.07.
Collection of Mortgage Loan Payments; Collection Account;
Distribution Account; Class A-1 Cap Account; Class A-2 Cap Account;
Class P
Reserve Fund.
(a) The Master Servicer shall enforce the obligation of the
Servicer
to collect all payments called for under the terms and provisions
of the
Mortgage Loans to the extent such procedures shall be consistent
with the
Servicing Agreement and the terms and provisions of any related
Required
Insurance Policy.
(b) The Master Servicer shall establish and maintain a
Collection
Account, which may be deemed to be a sub account of the
Distribution Account,
into which the Master Servicer shall deposit or cause to be
deposited within
two Business Days of receipt, except as otherwise specifically
provided
herein, the following payments and collections remitted by the
Servicer, or
received by it in respect of Mortgage Loans subsequent to the Cut
off Date
(other than in respect of principal and interest due on the
Mortgage Loans on
or before the Cut off Date) and the following amounts required to
be deposited
hereunder:
(i) all payments on account of principal on the Mortgage Loans,
including Principal Prepayments;
(ii) all payments on account of interest on the Mortgage Loans,
net of the related Servicing Fee;
(iii) all
Liquidation Proceeds (including Insurance Proceeds),
other than proceeds to be applied to the restoration or repair
of
the Mortgaged Property or released to the Mortgagor in
accordance
with the Servicer's or Master Servicer's normal servicing
procedures, and all Recoveries;
(iv) any amount required to be deposited by the Master Servicer
pursuant to Section 3.07(e) in connection with any losses on
Permitted Investments;
(v) any amounts required to be deposited by the Master Servicer
pursuant to Section 3.15(b) and 3.15(d), and in respect of net
monthly rental income from REO Property pursuant to Section
3.15
hereof;
(vi) all
Substitution Adjustment Amounts;
(vii) all Advances made by the Master Servicer pursuant to
Section 4.01;
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(viii) any Class P Prepayment Charges;
(ix) any Compensating Interest payments;
(x) any amounts deposited by the Master Servicer in connection
with a deductible clause in any blanket hazard insurance policy
in
respect of the Mortgage Loans;
(xi) all proceeds of a primary mortgage guaranty insurance
policy in respect of the Mortgage Loans; and
(xii) any other amounts required to be deposited hereunder.
In the event that the Master Servicer shall deposit into the
Collection Account any amount not required to be deposited, it may
at any time
withdraw such amount from the Collection Account, any provision
herein to the
contrary notwithstanding. The Master Servicer shall maintain
adequate records
with respect to all withdrawals made pursuant to this Section. All
funds
deposited in the Collection Account shall be held in trust for
the
Certificateholders and the Class A-7A Certificate Insurer until
withdrawn in
accordance with Section 3.10.
(c)
[Reserved].
(d)
The Trust Administrator shall establish and maintain, on behalf
of the Certificateholders and the Class A-7A Certificate Insurer,
the
Distribution Account. The Trust Administrator shall, promptly upon
receipt but
no later than on the Distribution Account Deposit Date, deposit in
the
Distribution Account and retain therein the following:
(i) the aggregate amount remitted by the Master Servicer to the
Trust Administrator pursuant to Section 3.10(a)(ix)(A);
(ii) any amount deposited by the Master Servicer or the Trust
Administrator pursuant to Section 3.07(e) in connection with
any
losses on Permitted Investments; and
(iii) any other amounts described hereunder which are required
to be deposited in the Distribution Account.
In the event that the Master Servicer shall remit any amount not
required to
be remitted, it may at any time direct the Trust Administrator in
writing to
withdraw such amount from the Distribution Account, any provision
herein to
the contrary notwithstanding. Such direction may be accomplished by
delivering
an Officer's Certificate to the Trust Administrator which describes
the
amounts deposited in error in the Distribution Account. All funds
deposited in
the Distribution Account shall be held by the Trust Administrator
in trust for
the Certificateholders and the Class A-7A Certificate Insurer until
disbursed
in accordance with this Agreement or withdrawn in accordance with
Section
3.10(b). In no event shall the Trust Administrator incur liability
for
withdrawals from the Distribution Account at the direction of the
Master
Servicer.
(e) Each institution at which the Collection Account or
Distribution Account
is maintained shall invest the funds on deposit in the Collection
Account, as
directed in writing by the Master
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Servicer, or the Distribution Account, as directed in writing by
the Trust
Administrator, in Permitted Investments. Funds invested in the
Collection
Account shall mature not later than the Business Day next preceding
the
related Distribution Account Deposit Date (except that if such
Permitted
Investment is an obligation of or is managed by the institution
that
maintains, or is the custodian for, such account, then such
Permitted
Investment shall mature not later than such Distribution Account
Deposit
Date). Funds invested in the Distribution Account shall mature not
later than
the related Distribution Account Deposit Date (except that if such
Permitted
Investment is an obligation of or is managed by the institution
that
maintains, or is the custodian for, such account, then such
Permitted
Investment shall mature not later than such related Distribution
Date).
Permitted Investments in respect of the Collection Account or the
Distribution
Account shall not be sold or disposed of prior to their maturity.
All such
Permitted Investments shall be made in the name of the Trustee, for
the
benefit of the Certificateholders and the Class A-7A Certificate
Insurer. All
income and gain net of any losses realized from any such investment
of funds
on deposit in the Collection Account shall be for the benefit of
the Master
Servicer as Master Servicing Compensation and shall be remitted to
it monthly
as provided herein. The amount of any realized losses in the
Collection
Account incurred in any such account in respect of any such
investments shall
promptly be deposited by the Master Servicer (from its own funds
without any
right of reimbursement) in the Collection Account or paid to the
Trust
Administrator by wire transfer of immediately available funds for
deposit into
the Distribution Account. All income and gain (net of any losses
realized from
any such investment of funds on deposit in the Distribution
Account) shall be
for the benefit of the Trust Administrator as compensation and
shall be
remitted to it monthly as provided herein. The amount of any
realized losses
in the Distribution Account incurred in any such account in respect
of any
such investments shall promptly be deposited by the Trust
Administrator, in
the Distribution Account. The Trust Administrator shall not be
liable for the
amount of any loss incurred in respect of any investment or lack of
investment
of funds held in the Collection Account (except to the extent the
Trust
Administrator is the obligor and has defaulted thereon), or the
Distribution
Account, and made in accordance with this Section 3.07. In the
absence of
written instructions by the Trust Administrator, all funds on
deposit therein
shall remain uninvested.
(e) The
Master Servicer shall give notice to the Trustee, the Trust
Administrator, each Rating Agency, the Class A-7A Certificate
Insurer and the
Depositor of any proposed change of the location of the Collection
Account
prior to any change thereof. The Trust Administrator shall give
notice to the
Trustee, the Master Servicer, the Class A-7A Certificate Insurer,
each Rating
Agency and the Depositor of any proposed change of the location of
the
Distribution Account or the Carryover Reserve Fund prior to any
change
thereof.
(f) Each
of the Collection Account and Distribution Account, shall
at all times be an Eligible Account, provided, that the Collection
Account may
be deemed to be a sub account of the Distribution Account. If at
any time
either the Collection Account, or Distribution Account, as
applicable, ceases
to be an Eligible Account, the Master Servicer or the Trust
Administrator, as
applicable, shall immediately establish and maintain a new
Collection Account
or Distribution Account, as applicable, that is an Eligible
Account, and shall
immediately transfer all funds on deposit in the former Collection
Account or
Distribution Account, as applicable, to the new Collection Account
or
Distribution Account, as applicable.
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(g)
[Reserved].
(h) On the
Closing Date, the Trust Administrator shall establish and
maintain in its name, in trust for the benefit of the Supplemental
Interest
Trust on behalf of the Holders of the Offered Certificates, the
Class A-1 Cap
Account, and the Depositor shall deposit $1,000 therein upon
receipt from or
on behalf of the Depositor of such amount. All funds on deposit in
the Class
A-1 Cap Account shall be held separate and apart from, and shall
not be
commingled with, any other moneys, including without limitation,
other moneys
held by the Trust Administrator pursuant to this Agreement.
(i) On the
Closing Date, the Trust Administrator shall establish and
maintain in its name, in trust for the benefit of the Supplemental
Interest
Trust on behalf of the Holders of the Offered Certificates, the
Class A-2 Cap
Account, and shall deposit $1,000 therein upon receipt from or on
behalf of
the Depositor of such amount. All funds on deposit in the Class A-2
Cap
Account shall be held separate and apart from, and shall not be
commingled
with, any other moneys, including without limitation, other moneys
held by the
Trust Administrator pursuant to this Agreement.
On each Distribution Date, the Trust Administrator shall
deposit
into the Class A-1 Cap Account and the Class A-2 Cap Account all
amounts
received in respect of the Class A-1 Cap Contract and the Class A-2
Cap
Contract, respectively, for the related Accrual Period. The
Trust
Administrator shall make withdrawals from the Class A-1 Cap Account
and the
Class A-2 Cap Account to make distributions pursuant to Section
4.07
exclusively (other than as expressly provided for in Section
3.10).
Funds in the Class A-1 Cap Account and the Class A-2 Cap Account
may
be invested in Permitted Investments at the direction of the
Holders of the
Class C Certificates, which Permitted Investments shall mature not
later than
the Business Day immediately preceding the first Distribution Date
that
follows the date of such investment (except that if such Permitted
Investment
is an obligation of the institution that maintains the Class A-1
Cap Account
and the Class A-2 Cap Account, then such Permitted Investment shall
mature not
later than such Distribution Date) and shall not be sold or
disposed of prior
to maturity. All such Permitted Investments shall be made in the
name of the
Trust Administrator, for the benefit of the Supplemental Interest
Trust, on
behalf of the Holders of the Offered Certificates. Any net
investment earnings
on such amounts shall be retained therein until withdrawn as
provided in
Section 3.10. Any losses incurred in the Class A-1 Cap Account and
the Class
A-2 Cap Account in respect of any such investments shall be charged
against
amounts on deposit in such Cap Account (or the amount of such
investments)
immediately as realized. The Trust Administrator shall not be
liable for the
amount of any loss incurred in respect of any investment or lack of
investment
of funds held in the Class A-1 Cap Account and the Class A-2 Cap
Account and
made in accordance with this Section 3.07. The Class A-1 Cap
Account and the
Class A-2 Cap Account will not constitute an asset of the Trust
Fund or any
REMIC created hereunder. The Class C Certificates shall evidence
ownership of
the Class A-1 Cap Account and the Class A-2 Cap Account for federal
tax
purposes. If no investment direction is received by the Trust
Administrator
from Holders of the Class C Certificates, funds in the Class A-1
Cap Account
and the Class A-2 Cap Account shall remain uninvested.
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(j) On the
Closing Date, the Trust Administrator shall establish and
maintain in the name of the Trustee, in trust for the benefit of
the Holders of
the Class P Certificates, the Class P Reserve Fund and shall
deposit $100
therein upon receipt from or on behalf of the Depositor of such
amount. The
Class P Reserve Fund shall be an Eligible Account, and funds on
deposit therein
shall be held separate and apart from, and shall not be commingled
with, any
other moneys, including without limitation, other moneys held by
the Trust
Administrator pursuant to this Agreement. Funds in the Class P
Reserve Fund
shall remain uninvested.
Section 3.08.
Collection of Taxes, Assessments and Similar Items; Escrow
Accounts.
To the extent required by the Servicing Agreement and by the
related
Mortgage Note and not violative of current law, the Master Servicer
shall
require the Servicer to establish and maintain one or more accounts
(each, an
"Escrow Account") and deposit and retain therein all collections
from the
Mortgagors (or Advances by the Servicer) for the payment of
taxes,
assessments, hazard insurance premiums or comparable items for the
account of
the Mortgagors. Nothing herein shall require the Master Servicer to
compel the
Servicer to establish an Escrow Account in violation of applicable
law.
As of the Closing Date, amounts held in the Escrow Account shall
be
maintained in an account at Colonial Bank, N.A. titled "Taylor,
Bean &
Whitaker Mortgage Corp., in Trust for The Bank of New York, as
Trustee for TBW
Mortgage-Backed Trust, Series 2007-1". Pursuant to the Servicing
Agreement,
such amounts shall be wired to Wells Fargo Bank, N.A. by no later
than noon
(Eastern Time) on each of the first Business Day and the 15th day
(or if the
15th is not a Business Day, the last Business Day prior to the
15th) of each
calendar month during which Colonial Bank, N.A. maintains such
account. The
Master Servicer shall be required to establish and maintain an
account for
such transfer. Not later than noon (Eastern Time) on the Business
Day
immediately following the Business Day on which Colonial Bank, N.A.
wired
funds from the Escrow Account to the Master Servicer, the Master
Servicer
shall wire such funds to the account at Colonial Bank titled
"Taylor, Bean &
Whitaker Mortgage Corp., in Trust for The Bank of New York, as
Trustee for TBW
Mortgage-Backed Trust, Series 2007-1".
Section 3.09. Access
to Certain Documentation and Information Regarding the
Mortgage Loans.
The Master Servicer and the Custodian shall afford and the
Master
Servicer shall require the Servicer to afford the Depositor, the
Trustee, the
Class A-7A Certificate Insurer and the Trust Administrator and
their
respective agents or representatives reasonable access to all
records and
documentation regarding the Mortgage Loans and all accounts,
insurance
information and other matters relating to this Agreement or the
Servicing
Agreement, such access being afforded without charge, but only upon
reasonable
request and during normal business hours at the office designated
by the
Master Servicer, the Servicer or the Custodian to the extent set
forth in the
Servicing Agreement.
Upon reasonable advance notice in writing, the Master Servicer
and the Custodian will provide or the Master Servicer shall require
the
Servicer, to the extent set forth in the Servicing Agreement, to
provide to
each Certificateholder which is a savings and loan
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association, bank or insurance company certain reports and
reasonable access
to information and documentation regarding the Mortgage Loans
sufficient to
permit such Certificateholder to comply with applicable regulations
of the OTS
or other regulatory authorities with respect to investment in
the
Certificates; provided, that the Master Servicer, the Servicer or
the
Custodian shall be entitled to be reimbursed by each such
Certificateholder
for actual expenses incurred by the Master Servicer, the Servicer
or the
Custodian in providing such reports and access.
Section 3.10. Permitted Withdrawals from the Collection Account,
the
Distribution Account the Class A-1 Cap Account and the Class A-2
Cap Account,
the Class P Reserve Fund and the Carryover Reserve Fund.
(a) The Master Servicer may from time to time make withdrawals
from
the Collection Account for the following purposes:
(i) to pay to the Servicer (to the extent not previously
retained by it), the servicing compensation to which it is
entitled
pursuant to the Servicing Agreement, and to pay to the Master
Servicer, earnings on or investment income with respect to funds
in
or credited to the Collection Account;
(ii) to reimburse the Servicer or the Master Servicer for
unreimbursed Advances made by it, such right of reimbursement
pursuant to this sub clause (ii) being limited to amounts
received
on the Mortgage Loan(s) in respect of which any such Advance
was
made;
(iii) to reimburse the Servicer or the Master Servicer for any
Nonrecoverable Advance previously made;
(iv) to reimburse the Servicer or the Master Servicer for
Insured Expenses from the related Insurance Proceeds;
(v) to reimburse the Servicer or the Master Servicer for (a)
unreimbursed Servicing Advances, the Servicer's or the Master
Servicer's right to reimbursement pursuant to this clause (a)
with
respect to any Mortgage Loan being limited to amounts received
on
such Mortgage Loan(s) which represent late recoveries of the
payments for which such Advances were made pursuant to Section
3.01
or Section 4.01 and (b) for unpaid Servicing Fees as provided
in
Section 3.15 hereof;
(vi) to pay to the purchaser, with respect to each Mortgage
Loan or property acquired in respect thereof that has been
purchased
pursuant to Section 2.02 or 2.03, all amounts received thereon
after
the date of such purchase;
(vii) to reimburse the Transferor, the Master Servicer or the
Depositor for expenses or indemnities incurred by any of them
and
reimbursable pursuant to Section 6.03 hereof;
(viii) to withdraw any amount deposited in the Collection
Account and not required to be deposited therein;
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(ix) on or prior to the Distribution Account Deposit Date, to
(A) withdraw (i) an amount equal to the related Available Funds
for
such Distribution Date and (ii) any Subsequent Recoveries
received
during the related Prepayment Period, and remit by wire transfer
of
immediately available funds such amounts to the Trust
Administrator
for deposit in the Distribution Account and (B) withdraw any Class
P
Prepayment Charges received and remit by wire transfer of
immediately available funds such amounts to the Trust
Administrator
for deposit into the Distribution Account;
(x) to reimburse the Master Servicer for any costs or expenses
incurred by it and reimbursable pursuant to Section 3.02;
(xi) to reimburse the Trust Administrator for any costs or
expenses incurred by it and reimbursable pursuant to Section
9.02(x)
and Section 9.12; and
(xii) to clear and terminate the Collection Account upon
termination of this Agreement pursuant to Section 10.01 hereof.
The Master Servicer shall keep and maintain separate accounting,
on
a Mortgage Loan by Mortgage Loan basis, for the purpose of
justifying any
withdrawal from the Collection Account pursuant to such sub clauses
(i), (ii),
(iv), (v) and (vi). Prior to making any withdrawal from the
Collection Account
pursuant to sub clause (iii), the Master Servicer shall deliver to
the Trust
Administrator and the Class A-7A Certificate Insurer an Officer's
Certificate
of a Master Servicing Officer indicating the amount of any previous
Advance
determined by the Master Servicer to be a Nonrecoverable Advance
and
identifying the related Mortgage Loans(s), and their respective
portions of
such Nonrecoverable Advance.
(b) The Trust Administrator shall withdraw funds from the
Distribution Account for distributions to Certificateholders, in
the manner
specified in this Agreement (and withhold from the amounts so
withdrawn, the
amount of any taxes that it is authorized to withhold pursuant to
the last
paragraph of Section 9.11). In addition, the Trust Administrator
(or, in the
case of clause (iii), the Trustee, as to any indemnity, expense or
other
reimbursement owed to the Trustee pursuant to Section 3.05, 7.02,
8.05 or
9.05) may from time to time make withdrawals from the Distribution
Account for
the following purposes:
(i) to pay to the Trust Administrator earnings on or investment
income, if any with respect to funds in or credited to the
Distribution Account;
(ii) to withdraw and return to the Master Servicer any amount
deposited
in the Distribution Account and not required to be
deposited therein in accordance with Section 3.07(d);
(iii) to withdraw any indemnity, expense or other reimbursement
owed to it or the Trustee pursuant to this Agreement,
including,
without limitation, Section 3.05, Section 7.02, Section 8.05
and
Section 9.05; and
(iv) to clear and terminate the Distribution Account upon
termination of the Agreement pursuant to Section 10.01 hereof.
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(c) [Reserved]
(d) The Trust Administrator shall withdraw funds from the Class
A-1
Cap Account and the Class A-2 Cap Account for distribution to the
Offered
Certificates in the manner specified in Section 4.07 (and shall
withhold from
the amounts so withdrawn the amount of any taxes that it is
authorized to
retain pursuant to the last paragraph of Section 9.11). In
addition, the Trust
Administrator may from time to time make withdrawals from the Class
A-1 Cap
Account and the Class A-2 Cap Account for the following
purposes:
(i) to withdraw any amount deposited in the Class A-1 Cap
Account and the Class A-2 Cap Account and not required to be
deposited therein;
(ii) to clear and terminate the Class A-1 Cap Account upon the
earlier of (A) the Class A-1 Cap Contract Scheduled Termination
Date
and (B) the termination of this Agreement pursuant to Section
10.01;
and
(iii) to clear and terminate the Class A-2 Cap Account upon the
earlier of (A) the Class A-2 Cap Contract Scheduled Termination
Date
and (B) the termination of this Agreement pursuant to Section
10.01.
(e) The Trust Administrator shall withdraw funds from the Class
P
Reserve Fund for distribution to the Class P Certificates in the
manner
specified in Section 4.02(b) (and shall withhold from the amounts
so withdrawn
the amount of any taxes that it is authorized to retain pursuant to
the last
paragraph of Section 9.11). In addition, the Trust Administrator
may from time
to time make withdrawals from the Class P Reserve Fund for the
following
purposes:
(i) to withdraw any amount deposited in the Class P Reserve
Fund and not required to be deposited therein; and
(ii) to clear and terminate the Class P Reserve Fund upon the
termination of this Agreement pursuant to Section 10.01.
(f) The Trust
Administrator shall withdraw funds from the Carryover
Reserve Fund for distribution to the Certificateholders in the
manner
specified in this Agreement (and to withhold from the amounts so
withdrawn,
the amount of any taxes that it is authorized to retain pursuant to
the third
paragraph of Section 9.11). In addition, the Trust Administrator
may from time
to time make withdrawals from the Carryover Reserve Fund for the
following
purposes:
(i) to withdraw any amount deposited in the Carryover Reserve
Fund and not required to be deposited therein; and
(ii) to clear and terminate the Carryover Reserve Fund upon
termination of the Agreement pursuant to Section 10.01 hereof.
Section 3.11. Maintenance of Hazard Insurance.
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(a) For each Mortgage Loan, the Master Servicer shall enforce
any
obligation of the Servicer under the Servicing Agreement to
maintain or cause
to be maintained standard fire and casualty insurance and, where
applicable,
flood insurance, all in accordance with the provisions of the
Servicing
Agreement. It is understood and agreed that such insurance shall be
with
insurers meeting the eligibility requirements set forth in the
Servicing
Agreement and that no earthquake or other additional insurance is
to be
required of any Mortgagor or to be maintained on property acquired
in respect
of a defaulted loan, other than pursuant to such applicable laws
and
regulations as shall at any time be in force and as shall require
such
additional insurance.
(b) Pursuant to Section 3.07, any amounts collected by the
Master
Servicer, or by the Servicer, under any insurance policies (other
than amounts
to be applied to the restoration or repair of the property subject
to the
related Mortgage or released to the Mortgagor in accordance with
the Servicing
Agreement) shall be deposited into the Collection Account, subject
to
withdrawal pursuant to Sections 3.07 and 3.10. Any cost incurred by
the Master
Servicer or the Servicer in maintaining any such insurance if the
Mortgagor
defaults in its obligation to do so shall be added to the amount
owing under
the Mortgage Loan where the terms of the Mortgage Loan so permit;
provided,
however, that the addition of any such cost shall not be taken into
account
for purposes of calculating the distributions to be made to
Certificateholders
and shall be recoverable by the Master Servicer or the Servicer
pursuant to
Section 3.10.
Section 3.12. Presentment of Claims and Collection of Proceeds.
The Master Servicer shall (to the extent provided in the
Servicing
Agreement) cause the Servicer to prepare and present on behalf of
the Trustee,
the Certificateholders and the Class A-7A Certificate Insurer all
claims under
the Insurance Policies and take such actions (including the
negotiation,
settlement, compromise or enforcement of the insured's claim) as
shall be
necessary to realize recovery under such policies. Any proceeds
disbursed to
the Master Servicer (or disbursed to the Servicer and remitted to
the Master
Servicer) in respect of such policies, bonds or contracts shall be
promptly
deposited in the Collection Account upon receipt, except that any
amounts
realized that are to be applied to the repair or restoration of the
related
Mortgaged Property as a condition precedent to the presentation of
claims on
the related Mortgage Loan to the insurer under any applicable
Insurance Policy
need not be so deposited (or remitted).
Section 3.13. Maintenance of the Primary Insurance Policies.
(a) The Master Servicer shall not take, or permit the Servicer
(to
the extent such action is prohibited under the Servicing Agreement)
to take,
any action that would result in noncoverage under any applicable
Primary
Insurance Policy of any loss which, but for the actions of such
Master
Servicer or Servicer, would have been covered thereunder. The
Master Servicer
shall use its best reasonable efforts to cause the Servicer (to the
extent
required under the Servicing Agreement) to keep in force and effect
(to the
extent that the Mortgage Loan requires the Mortgagor to maintain
such
insurance), primary mortgage insurance applicable to each Mortgage
Loan in
accordance with the provisions of this Agreement and the Servicing
Agreement,
as applicable. The Master Servicer shall not, and shall not permit
the
Servicer (to the extent required under the Servicing Agreement) to,
cancel or
refuse to renew any such Primary Insurance Policy that is in effect
at the
date of the initial issuance of the Mortgage Note
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and is required to be kept in force hereunder except in accordance
with the
provisions of this Agreement and the Servicing Agreement, as
applicable.
(b) The Master Servicer agrees to present, or to cause the
Servicer
(to the extent required under the Servicing Agreement) to present,
on behalf
of the Trustee, the Certificateholders and the Class A-7A
Certificate Insurer,
claims to the insurer under any Primary Insurance Policies and, in
this
regard, to take such reasonable action as shall be necessary to
permit
recovery under any Primary Insurance Policies respecting defaulted
Mortgage
Loans. Pursuant to Section 3.07, any amounts collected by the
Master Servicer
or the Servicer under any Primary Mortgage Insurance Policies shall
be
deposited in the Collection Account, subject to withdrawal pursuant
to
Sections 3.07 and 3.10.
Section 3.14. Realization upon Defaulted Mortgage Loans.
The Master Servicer shall cause the Servicer (to the extent
required
under the Servicing Agreement) to foreclose upon, repossess or
otherwise
comparably convert the ownership of Mortgaged Properties securing
such of the
Mortgage Loans as come into and continue in default and as to which
no
satisfactory arrangements can be made for collection of delinquent
payments,
all in accordance with the Servicing Agreement.
Section 3.15. REO Property.
(a) In the event the Trust Fund acquires ownership of any REO
Property in respect of any related Mortgage Loan, the deed or
certificate of
sale shall be issued to the Trustee, or to its nominee, on behalf
of the
related Certificateholders and the Class A-7A Certificate Insurer.
The Master
Servicer shall, to the extent provided in the Servicing Agreement,
cause the
Servicer to sell any REO Property as expeditiously as possible and
in
accordance with the provisions of this Agreement and the Servicing
Agreement,
as applicable. Pursuant to its efforts to sell such REO Property,
the Master
Servicer shall cause the Servicer to protect and conserve such REO
Property in
the manner and to the extent required by the Servicing Agreement,
subject to
the REMIC Provisions.
(b) The Master Servicer shall, to the extent required by the
Servicing Agreement, cause the Servicer to deposit all funds
collected and
received in connection with the operation of any REO Property in
the Protected
Account.
(c) The Master Servicer and the Servicer, upon the final
disposition
of any REO Property, shall be entitled to reimbursement for any
related
unreimbursed Advances and other unreimbursed advances as well as
any unpaid
Servicing Fees from Liquidation Proceeds received in connection
with the final
disposition of such REO Property; provided, that any such
unreimbursed
Advances as well as any unpaid Servicing Fees may be reimbursed or
paid, as
the case may be, prior to final disposition, out of any net rental
income or
other net amounts derived from such REO Property.
(d) The Liquidation Proceeds from the final disposition of the
REO
Property, net of any payment to the Master Servicer and the
Servicer as
provided above shall be deposited in the Protected Account on or
prior to the
Determination Date in the month following receipt thereof
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and be remitted by wire transfer in immediately available funds to
the Master
Servicer for deposit into the Collection Account.
In the event that the Trust Fund acquires any Mortgaged Property
as
aforesaid or otherwise in connection with a default or imminent
default on a
Mortgage Loan, the Master Servicer shall enforce the obligation of
the
Servicer to dispose of such Mortgaged Property prior to the close
of the third
calendar year after the year in which the Trust Fund acquires such
Mortgaged
Property unless the Servicer shall have applied for and received an
extension
of such period from the Internal Revenue Service, in which case the
Trust Fund
may continue to hold such Mortgaged Property for the period of such
extension.
Notwithstanding any other provision of this Agreement, no Mortgaged
Property
acquired by the Trust Fund shall be rented (or allowed to continue
to be
rented) or otherwise used for the production of income by or on
behalf of the
Trust Fund in such a manner or pursuant to any terms that would (i)
cause such
Mortgaged Property to fail to qualify as "foreclosure property"
within the
meaning of Section 860G(a)(8) of the Code or (ii) subject any REMIC
hereunder
to the imposition of any federal, state or local income taxes on
the income
earned from such Mortgaged Property under Section 860G(c) of the
Code or
otherwise, unless the Master Servicer or Servicer, as applicable,
has agreed
to indemnify and hold harmless the Trust Fund with respect to the
imposition
of any such taxes.
In the event of a default on a Mortgage Loan one or more of
whose
obligors is not a United States Person, as that term is defined in
Section
7701(a)(30) of the Code, in connection with any foreclosure or
acquisition of
a deed in lieu of foreclosure (together, "foreclosure") in respect
of such
Mortgage Loan, the Master Servicer will cause the Servicer to
comply with the
provisions of Treasury Regulation Section 1.1445 2(d)(3) (or any
successor
provision thereto) necessary to assure that no withholding tax
obligation
arises with respect to the proceeds of such foreclosure except to
the extent,
if any, that proceeds of such foreclosure are required to be
remitted to the
obligors on such Mortgage Loan.
Section 3.16. Due on Sale Clauses; Assumption Agreements.
To the extent provided in the Servicing Agreement, to the
extent
Mortgage Loans contain enforceable due on sale clauses, the Master
Servicer
shall cause the Servicer to enforce such clauses in accordance with
the
Servicing Agreement. If applicable law prohibits the enforcement of
a due on
sale clause or such clause is otherwise not enforced in accordance
with the
Servicing Agreement, and, as a consequence, a Mortgage Loan is
assumed, the
original Mortgagor may be released from liability in accordance
with the
Servicing Agreement.
Section 3.17. Trustee to Cooperate; Release of Mortgage Files.
Upon (i) the payment in full of any Mortgage Loan, or (ii) the
receipt by the Master Servicer of a notification that payment in
full will be
escrowed in a manner customary for such purposes or otherwise in
connection
with the servicing of any Mortgage Loan, the Master Servicer shall,
upon
receipt of notification from the Servicer pursuant to the Servicing
Agreement,
which notification shall state that such payment in full has been
deposited in
the Collection Account or has otherwise been escrowed in a manner
customary
for such purposes, instruct the Custodian to, and the Custodian
shall release
the related Mortgage File to the Servicer. Upon notification, the
Trustee
shall at the Custodian's direction execute and deliver to
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the Custodian the request for reconveyance, deed of reconveyance or
release or
satisfaction of mortgage or such instrument releasing the lien of
the Mortgage
in each case provided by the Custodian, together with the Mortgage
Note with
written evidence of cancellation thereon. Expenses incurred in
connection with
any instrument of satisfaction or deed of reconveyance shall be
chargeable to
the related Mortgagor.
If the Master Servicer or Servicer at any time seeks to initiate
a
foreclosure proceeding in respect of any Mortgaged Property as
authorized by
this Agreement or the Servicing Agreement, the Master Servicer or
Servicer
shall deliver or cause to be delivered to the Trustee, for
signature, as
appropriate, any court pleadings, requests for trustee's sale or
other
documents necessary to effectuate such foreclosure or any legal
action brought
to obtain judgment against the Mortgagor on the Mortgage Note or
the Mortgage
or to obtain a deficiency judgment or to enforce any other remedies
or rights
provided by the Mortgage Note or the Mortgage or otherwise
available at law or
in equity.
Subject to this Section 3.17, the Trustee shall execute, at the
written request of the Master Servicer, and furnish to the Master
Servicer or
the Servicer such documents as are necessary or appropriate to
enable the
Master Servicer or the Servicer to carry out their servicing
and
administrative duties hereunder. The Trustee shall not be liable
for the
actions of the Master Servicer or the Servicer under any such
documents.
Section 3.18. Documents, Records and Funds in Possession of the
Master
Servicer and the Custodian to Be Held for the Trustee.
Notwithstanding any other provisions of this Agreement, the
Master
Servicer shall forward to the Custodian with an instruction to, and
the
Custodian shall, place within the Mortgage File, and the Master
Servicer shall
cause the Servicer to transmit to the Custodian as required by this
Agreement
and the Servicing Agreement, all documents and instruments in
respect of a
Mortgage Loan coming into the possession of the Master Servicer or
Servicer
from time to time and shall account fully to the Trustee for any
funds
received by the Master Servicer or Servicer or which otherwise are
collected
by the Master Servicer or Servicer as Liquidation Proceeds or
Insurance
Proceeds in respect of any Mortgage Loan. All Mortgage Files and
funds
collected or held by, or under the control of, the Master Servicer,
the
Servicer or the Custodian in respect of any Mortgage Loans, whether
from the
collection of principal and interest payments or from Liquidation
Proceeds,
including but not limited to, any funds on deposit in the
Collection Account
or any Protected Account, shall be held by the Master Servicer, the
Servicer
or the Custodian for and on behalf of the Trustee and shall be and
remain the
sole and exclusive property of the Trust, subject to the applicable
provisions
of this Agreement and the Servicing Agreement. Each of the Master
Servicer and
the Custodian also agrees that it shall not create, incur or
subject any
Mortgage File or any funds that are deposited in the Collection
Account,
Distribution Account, Carryover Reserve Fund or any Escrow Account,
or any
funds that otherwise are or may become due or payable to the
Trustee for the
benefit of the Certificateholders and the Class A-7A Certificate
Insurer, to
any claim, lien, security interest, judgment, levy, writ of
attachment or
other encumbrance, or assert by legal action or otherwise any claim
or right
of setoff against any Mortgage File or any funds collected on, or
in
connection with, a Mortgage Loan, except, however, that the Master
Servicer
shall be entitled to set off
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against and deduct from any such funds any amounts that are
properly due and
payable to the Master Servicer under this Agreement.
Section 3.19. Master Servicing Compensation.
As compensation for its activities hereunder, the Master
Servicer
shall be entitled to retain or withdraw from the Collection Account
an amount
equal to the Master Servicing Compensation.
Section 3.20. Access to Certain Documentation.
The Master Servicer and the Custodian shall provide and the
Master
Servicer shall cause the Servicer to provide in accordance with the
Servicing
Agreement to the OTS and the FDIC and to comparable regulatory
authorities
supervising Holders of Mezzanine Certificates and the examiners
and
supervisory agents of the OTS, the FDIC and such other authorities,
access to
the documentation regarding the Mortgage Loans required by
applicable
regulations of the OTS and the FDIC. Such access shall be afforded
without
charge, but only upon reasonable and prior written request and
during normal
business hours at the offices designated by the Master Servicer,
the Custodian
and the Servicer. Nothing in this Section shall limit the
obligation of the
Master Servicer, the Custodian and the Servicer to observe any
applicable law
prohibiting disclosure of information regarding the Mortgagors and
the failure
of the Master Servicer, the Custodian or the Servicer to provide
access as
provided in this Section as a result of such obligation shall not
constitute a
breach of this Section. In fulfilling such requests, the Master
Servicer and
the Custodian shall not be responsible to determine the sufficiency
of such
information.
Section 3.21. Annual Statement as to Compliance.
(a) The Master Servicer and the Trust Administrator shall deliver
or
otherwise make available (and the Master Servicer and Trust
Administrator
shall cause any Servicing Function Participant engaged by it to
deliver) to
the Depositor, the Class A-7A Certificate Insurer and the Trust
Administrator
on or before March 10 (with a 5 calendar day cure period but in no
event later
than March 15) of each year, commencing in March 2008, an
Officer's
Certificate (an "Annual Statement of Compliance") stating, as to
the signer
thereof, that (A) a review of such party's activities during the
preceding
calendar year or portion thereof and of such party's performance
under this
Agreement or such other applicable Agreement in the case of a
Servicing
Function Participant, has been made under such officer's
supervision and (B)
to the best of such officer's knowledge, based on such review, such
party has
fulfilled all its obligations under this Agreement, in all material
respects
throughout such year or portion thereof, or, if there has been a
failure to
fulfill any such obligation in any material respect, specifying
each such
failure known to such officer and the nature and status thereof.
Promptly
after receipt of each such Annual Statement of Compliance, the
Depositor shall
review such Annual Statement of Compliance and, if applicable,
consult with
each such party, as applicable, as to the nature of any failure by
such party
identified therein, in the fulfillment of any of such party's
obligations
hereunder.
(b) The Master Servicer shall enforce any obligation of the
Servicer, to the extent set forth in the Servicing Agreement, to
deliver to
the Master Servicer an Annual Statement of
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Compliance within the time frame set forth in, and in such form and
substance
as may be required pursuant to, the Servicing Agreement. The Master
Servicer
shall include all annual statements of compliance received by it
from each
servicer with its own annual statement of compliance to be
submitted to the
Trust Administrator pursuant to this Section.
(c) In the event the Master Servicer, the Trust Administrator or
any
Servicing Function Participant engaged by any such party is
terminated or
resigns pursuant to the terms of this Agreement, or any applicable
agreement
in the case of a Servicing Function Participant, as the case may
be, such
party shall provide an Officer's Certificate pursuant to this
Section 3.21 or
to such applicable agreement, as the case may be, notwithstanding
any such
termination, assignment or resignation.
Section 3.22. Report on Assessment of Compliance and
Attestation.
(a) (i) By March 10 (with a 5 calendar day cure period but in
no
event later than March 15) of each year, commencing in March 2008,
the Master
Servicer, the Trust Administrator and the Custodian, each at its
own expense,
shall furnish or otherwise make available, and each such party
shall cause any
Servicing Function Participant engaged by it to furnish, each at
its own
expense, to the Trust Administrator, the Class A-7A Certificate
Insurer and
the Depositor, a report on an assessment of compliance with the
Relevant
Servicing Criteria in the form of Exhibit Q hereto, (an "Assessment
of
Compliance") that contains (A) a statement by such party of its
responsibility
for assessing compliance with the Relevant Servicing Criteria, (B)
a statement
that such party used the Servicing Criteria to assess compliance
with the
Relevant Servicing Criteria, (C) such party's assessment of
compliance with
the Relevant Servicing Criteria as of and for the fiscal year
covered by the
Form 10-K required to be filed pursuant to Section 3.22, including,
if there
has been any material instance of noncompliance with the Relevant
Servicing
Criteria, a discussion of each such failure and the nature and
status thereof,
and (D) a statement that a registered public accounting firm has
issued an
attestation report on such party's assessment of compliance with
the Relevant
Servicing Criteria as of and for such period.
(ii) No later than the end of each fiscal year for the Trust
Fund
for
which a Form 10-K is required to be filed, the Master Servicer
and
the
Custodian shall each forward to the Trust Administrator the name
of
each
Servicing Function Participant engaged by it and what Relevant
Servicing Criteria will be addressed in the Assessment of
Compliance
prepared by such Servicing Function Participant (provided, that
the
Master Servicer need not provide such information to the Trust
Administrator so long as the Master Servicer and the Trust
Administrator
are
the same Person). When each of the Master Servicer, the Custodian
and
the
Trust Administrator (or any Servicing Function Participant engaged
by
either of them) submit their Assessments of Compliance to the
Trust
Administrator, each such party will also at such time include
the
Assessment of Compliance and Accountant's Attestation pursuant to
Section
3.22(b)(i) of each Servicing Function Participant engaged by
it.
(iii) Promptly after receipt of each Assessment of Compliance,
(A)
the
Depositor shall review each such report and, if applicable,
consult
with
the Master Servicer, the Trust Administrator, the Custodian and
any
Servicing Function Participant
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engaged by any such party as to the nature of any material instance
of
noncompliance with the Relevant Servicing Criteria by such party,
and (B)
the
Trust Administrator shall confirm that the Assessments of
Compliance,
taken as a whole, address all of the Servicing Criteria and
taken
individually address the Relevant Servicing Criteria for each party
as
set
forth on Exhibit X and on any similar exhibit set forth in the
Servicing Agreement in respect of the Servicer and notify the
Depositor
of
any exceptions.
(iv) The Master Servicer shall enforce any obligation of the
Servicer, to the extent set forth in the Servicing Agreement, to
deliver
to
the Master Servicer an annual Assessment of Compliance within the
time
frame set forth in, and in such form and substance as may be
required
pursuant to, the Servicing Agreement. The Master Servicer shall
include
all
Assessments of Compliance received by it from the Servicer with
its
own
Assessment of Compliance to be submitted to the Trust
Administrator
pursuant to this Section.
In the event the Master Servicer, the Trust Administrator, the
Custodian or any Servicing Function Participant engaged by any such
party is
terminated, assigns its rights and obligations under, or resigns
pursuant to,
the terms of this Agreement, or any other applicable agreement, as
the case
may be, such party shall provide a report on assessment of
compliance pursuant
to this Section 3.22, or to such other applicable agreement,
notwithstanding
any such termination, assignment or resignation.
(b)
(i) By March 10 (with a 5 calendar day cure period but in no
event
later than March 15) of each year, commencing in March 2008, the
Master
Servicer, the Trust Administrator and the Custodian, each at its
own expense,
shall cause, and each such party shall cause any Servicing
Function
Participant engaged by it to cause, each at its own expense, a
registered
public accounting firm (which may also render other services to the
Master
Servicer, the Custodian, the Trust Administrator, or such Servicing
Function
Participants, as the case may be) that is a member of the American
Institute
of Certified Public Accountants to furnish an attestation report to
the Trust
Administrator, the Class A-7A Certificate Insurer and the Depositor
(an
"Accountant's Attestation"), to the effect that (A) it has obtained
a
representation regarding certain matters from the management of
such party,
which includes an assertion that such party has complied with the
Relevant
Servicing Criteria, and (B) on the basis of an examination
conducted by such
firm in accordance with standards for attestation engagements
issued or
adopted by the PCAOB, it is expressing an opinion as to whether
such party's
compliance with the Relevant Servicing Criteria was fairly stated
in all
material respects, or it cannot express an overall opinion
regarding such
party's assessment of compliance with the Relevant Servicing
Criteria. In the
event that an overall opinion cannot be expressed, such registered
public
accounting firm shall state in such report why it was unable to
express such
an opinion. Such report must be available for general use and not
contain
restricted use language.
(ii) Promptly after receipt of each such Assessment of
Compliance
and
Accountant's Attestation the Trust Administrator shall confirm
that
each
assessment submitted pursuant to Section 3.22(a)(i) is coupled
with
an
attestation that appears on its face to meet the requirements of
this
Section and notify the Depositor of any exceptions.
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(iii) The Master Servicer shall enforce any obligation of the
Servicer, to the extent set forth in the Servicing Agreement, to
deliver
to
the Master Servicer an attestation within the time frame set forth
in,
and
in such form and substance as may be required pursuant to, the
Servicing Agreement. The Master Servicer shall include each
such
attestation furnished to it by the Servicer with its own
attestation to
be
submitted to the Trust Administrator pursuant to this Section.
In the event the Master Servicer, the Trust Administrator, the
Custodian, the Servicer or any Servicing Function Participant
engaged by any
such party, is terminated, assigns its rights and duties under, or
resigns
pursuant to the terms of, this Agreement, or any applicable
Custodial
Agreement, Servicing Agreement or sub-servicing agreement, as the
case may be,
such party shall cause a registered public accounting firm to
provide an
attestation pursuant to this Section 3.22, or such other applicable
agreement,
notwithstanding any such termination, assignment or
resignation.
(c)
(i) The Master Servicer agrees to indemnify and hold harmless each
of
the Depositor and each Person, if any, who "controls" the Depositor
within the
meaning of the Securities Act and its respective officers,
directors and
affiliates from and against any losses, damages, penalties,
fines,
forfeitures, reasonable and necessary legal fees and related costs,
judgments
and other costs and expenses that such Person may sustain arising
out of third
party claims based on (A) the failure of the Master Servicer (or
any Servicing
Function Participant engaged by it) to deliver or cause to be
delivered when
required any Assessment of Compliance or Accountant's Attestation
required
pursuant to Section 3.22(a)(i) or 3.22(b)(i), as applicable, or (B)
any
material misstatement or omission contained in any Assessment of
Compliance
provided pursuant to Section 3.22(a)(i).
(ii) The Trust Administrator agrees to indemnify and hold
harmless
the
Depositor and each Person, if any, who "controls" the Depositor
within the meaning of the Securities Act and its officers,
directors and
affiliates from and against any losses, damages, penalties,
fines,
forfeitures, reasonable and necessary legal fees and related
costs,
judgments and other costs and expenses that such Person may
sustain
arising out of third party claims based on (i) the failure of the
Trust
Administrator (or any Servicing Function Participant engaged by it)
to
deliver when required any Assessment of Compliance or
Accountant's
Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i),
or
(ii)
any material misstatement or omission contained in any Assessment
of
Compliance provided pursuant to Section 3.22(a)(i).
(iii) The Custodian agrees to indemnify and hold harmless the
Depositor and each Person, if any, who "controls" the Depositor
within
the
meaning of the Securities Act and their respective officers,
directors and affiliates from and against any losses, damages,
penalties,
fines, forfeitures, reasonable and necessary legal fees and
related
costs, judgments and other costs and expenses that such Person
may
sustain arising out of third party claims based on (i) the failure
of the
Custodian (or any Servicing Function Participant engaged by it)
to
deliver or cause to be delivered when required any Assessment
of
Compliance or Accountant's Attestation required pursuant to
Section
3.22(a)(i) or 3.22(b)(i) or (ii) any material misstatement or
omission
contained in any Assessment of Compliance provided pursuant to
Section
3.22(a)(i).
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(d)
Each of the parties hereto acknowledges and agrees that the
purpose
of this Section 3.22 is to facilitate compliance by the Transferor
and the
Depositor with the provisions of Regulation AB, as such may be
amended or
clarified from time to time. Therefore, each of the parties agrees
that the
parties' obligations hereunder will be supplemented and modified as
necessary
to be consistent with any such amendments, interpretive advice or
guidance,
convention or consensus among active participants in the
asset-backed
securities markets, advice of counsel, or otherwise in respect of
the
requirements of Regulation AB and the parties shall comply, to the
extent
practicable from a timing and information systems perspective (and
to the
extent the requesting party will pay any increased cost of the
Trustee
resulting from such request provided that such request results
in
extraordinary expenses), with requests made by the Transferor or
the Depositor
for delivery of additional or different information as the
Transferor or the
Depositor may determine in good faith is necessary to comply with
the
provisions of Regulation AB.
Section 3.23. Errors and Omissions Insurance; Fidelity Bonds.
The Master Servicer shall for so long as it acts as Master
Servicer
under this Agreement, obtain and maintain in force (a) a policy or
policies of
insurance covering errors and omissions in the performance of its
obligations
as Master Servicer hereunder and (b) a fidelity bond in respect of
its
officers, employees and agents. Each such policy or policies shall
be in such
form and such amount generally acceptable for entities serving as
master
servicer. In the event that any such policy or bond ceases to be in
effect,
the Master Servicer shall obtain a comparable replacement policy or
bond from
an insurer or issuer, meeting the requirements set forth above as
of the date
of such replacement.
Section 3.24. Class A-1 Cap Contract and the Class A-2 Cap
Contract.
Each of the Class A-1 Cap Contract and the Class A-2 Cap
Contract
will not be an asset of the Trust Fund nor of any REMIC. The
Trust
Administrator shall cause to be deposited any amounts received from
time to
time with respect to each of the Class A-1 Cap Contract and the
Class A-2 Cap
Contract into the Class A-1 Cap Account and the Class A-2 Cap
Account,
respectively.
The Trust Administrator shall prepare and deliver any notices
required to be delivered under the Class A-1 Cap Contract and the
Class A-2
Cap Contract.
ARTICLE IV
DISTRIBUTIONS AND SERVICING ADVANCES
Section 4.01. Advances.
The Master Servicer shall deposit in the Distribution Account
not
later than the Distribution Account Deposit Date immediately
preceding the
related Distribution Date an Advance in an amount equal to the
difference
between (x) with respect to each Scheduled Payment due on a
Mortgage Loan that
is delinquent (other than as a result of a Relief Act Reduction)
and for which
the Servicer was required to make an Advance pursuant to the
Servicing
Agreement, the amount of such Advance, and (y) amounts deposited in
the
Collection
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Account to be used for any Advance with respect to such Mortgage
Loan, except
to the extent the Master Servicer determines any such Advance to be
a
Nonrecoverable Advance. Subject to the foregoing, the Master
Servicer shall
continue to make such Advances for so long as the Servicer is
required to do
so under the Servicing Agreement. If applicable, on the
Distribution Account
Deposit Date, the Master Servicer shall deliver an Officer's
Certificate to
the Trust Administrator stating that the Master Servicer elects not
to make an
Advance in a stated amount and detailing the reason(s) it deems the
Advance to
be a Nonrecoverable Advance. Any amounts deposited by the Master
Servicer
pursuant to this Section 4.01 shall be net of the Servicing Fee for
the
related Mortgage Loans.
Section 4.02. Priorities of Distributions on the Certificates.
(a)
On each Distribution Date, the Trust Administrator shall withdraw
the
Available Funds, (to the extent on deposit in the Distribution
Account) from
the Distribution Account and, pursuant to written instruction
received from
the Master Servicer as set forth in Section 4.04(a), upon which it
may
conclusively rely, apply such funds, first to distributions in
respect of the
Subsidiary REMIC Regular Interests, as provided in the Preliminary
Statement,
and then to distributions on the Certificates and to the Class
A-7A
Certificate Insurer in the following order and priority and, in
each case, to
the extent of such Available Funds:
On each Distribution Date, the aggregate Interest Remittance
Amount
will be distributed in the following amounts and order of
priority:
(1) first, to the
Class A-7A Certificate Insurer, up to the
Premium Distribution Amount, if any, for such Distribution
Date;
(2) second,
concurrently, to the classes of Senior
Certificates, pro rata based on entitlement, up to the
Current Interest and the Interest Carryforward Amount for
each such class and such Distribution Date;
(3) third, to the
Class A-7A Certificate Insurer, up to the
Class A-7A Certificate Insurer Reimbursement Amount, if
any, for such Distribution Date;
(4) fourth,
sequentially, to the Class M-1, Class M-2, Class
M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8
and Class M-9 Certificates, in that order, up to the
Current Interest for each such class and the Interest
Carryforward Amount for each such class and such
Distribution Date; and
(5) fifth, for
application as part of monthly excess cash flow
(such amount Net Monthly Excess Cashflow) pursuant to
clause (IV) below.
(II)
On each Distribution Date prior to the Stepdown Date or on which
a
Trigger Event is in effect, the Principal Remittance Amount will
be
distributed in the following order of priority, in an amount up to
the
Principal Distribution Amount:
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(1) first, to the
Senior Certificates, sequentially, as
follows:
(A) first, to the
Class A-8 Certificates, the Class A-8
Lockout Percentage of the Class A-8 Calculation
Percentage of the Senior Principal Distribution
Amount on such Distribution Date, until the Class
Principal Balance thereof is reduced to zero;
(B) second,
sequentially, to the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-5 and Class A-6
Certificates, in that order, until the Class
Principal Balance of such Class is reduced to zero;
(C) third,
concurrently, to the Class A-7A and Class A-7B
Certificates, pro rata based on Class Principal
Balance, until the Class Principal Balance of each
such Class is reduced to zero; and
(D) fourth, to the
Class A-8 Certificates, until the
Class Principal Balance of such Class is reduced to
zero.
(2) second, to the
Class A-7A Certificate Insurer, up to the
Class A-7A Certificate Insurer Reimbursement Amount, if
any, to the extent not paid pursuant to clause (I)(3)
above;
(3) third,
sequentially, to the Class M-1, Class M-2, Class
M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8
and Class M-9 certificates, in that order, until their
respective Class Principal Balances are reduced to zero;
and
(4) fourth, for
application as part of Monthly Excess Cash
Flow pursuant to clause (IV) below;
(III) On each Distribution Date on or after the Stepdown Date and
so
long as a Trigger Event is not in effect, the Principal Remittance
Amount will
be distributed in the following order of priority, up to the
Principal
Distribution Amount:
(1) first, to the
Senior Certificates, in an amount up to the
Senior Principal Distribution Amount, sequentially, as
follows:
(A) first, to the
Class A-8 Certificates, the Class A-8
Lockout Percentage of the Class A-8 Calculation
Percentage of the Senior Principal Distribution
Amount on such Distribution Date, until the Class
Principal Balance thereof is reduced to zero;
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(B) second, to the
Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5 and Class A-6 Certificates, in that
order, until the Class Principal Balance of such Class
is reduced to zero;
(C) third,
concurrently, to the Class A-7A and Class A-7B
Certificates, pro rata based on Class Principal
Balance, until the Class Principal Balance of each such
Class is reduced to zero; and
(D) fourth, to the
Class A-8 Certificates, until the Class
Principal Balance of such Class is reduced to zero.
(2) second, to the
Class A-7A Certificate Insurer, up to the
Class A-7A Certificate Insurer Reimbursement Amount, if any,
to the extent not paid pursuant to clause (I)(3) above;
(3) third,
sequentially, to the Class M 1, Class M 2, Class M 3,
Class M 4, Class M 5, Class M 6, Class M-7, Class M-8 and
Class M-9 certificates, in that order, in an amount up to
the Mezzanine Principal Distribution Amount for each such
Class, until their respective Class Principal Balances are
reduced to zero; and
(4) (fourth, for
application as part of Net Monthly Excess Cash
Flow, pursuant to clause (IV) below;
(IV) Any amount remaining after distributions in clauses I, II
and
III above shall be distributed to the certificates in the following
order of
priority:
(1) first, to the
classes of Offered Certificates then entitled
to receive distributions of principal pursuant to clauses
(II) and (III) above, in an amount up to the
Overcollateralization Maintenance Amount (as included in the
Principal Distribution Amount) for such Distribution Date,
in the order of priority set forth in clauses (II) or (III)
above, as applicable;
(2)
second, sequentially
to the Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and
Class M-9 Certificates, in that order, in an amount equal to
any Unpaid Realized Loss Amounts on each such class;
(3) third,
concurrently, to the Senior Certificates, pro rata
based on the amount of Net Rate Carryover with respect to
each such Class of certificates, in an amount up to the
amount of Net Rate Carryover for each such Class of
Certificates;
(4) fourth,
sequentially to the Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5, Class M-6 Class M-7, Class M-8 and
Class M-9
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Certificates, in that order, any Net Rate Carryover for each
such Class of Certificates; and
(5) fifth, to the
Holders of the Class C Certificates; and
(6) sixth, any
remaining amounts to the Holders of the Class R
Certificates.
provided that (A) if such Distribution Date follows the Prepayment
Period
during which occurs the latest date on which a Class P Prepayment
Charge may
be required to be paid in respect of any Mortgage Loans or if
such
Distribution Date is the final Distribution Date, the Trust
Administrator
shall withdraw any amounts on deposit in the Class P Reserve Fund
and
distribute such amounts to the Holders of the Class P Certificates
in
reduction of their Class Principal Balance, until the Class
Principal Balance
of the Class P Certificates is reduced to zero, (B) any
distributions pursuant
to clauses (IV) above will be made prior to any distributions from
the Class
A-1 Cap Account and the Class A-2 Cap Account and (C) the Class
A-7A
Certificate Insurer will be subrogated to the rights of the holder
of any
Class A-7A Certificate, as applicable, to receive payments of
principal and
interest to the extent of any payment to such holder by the Class
A-7A
Certificate Insurer under the Class A-7A Certificate Insurance
Policy that has
not been reimbursed.
(b)
Net Rate Carryover. To the extent that a Class of Certificates
receives interest in excess of the applicable Net Rate Cap, if such
interest
is paid pursuant to Section 4.02(a)(IV), then it shall be deemed to
have been
paid to the Carryover Reserve Fund and then paid by the Carryover
Reserve Fund
to those Certificateholders. For purposes of the Code, amounts
deemed
deposited in the Carryover Reserve Fund shall be deemed to have
first been
distributed to the Class C Certificates.
(c)
Application of Class P Prepayment Charges. On each Distribution
Date
prior to the date on which the Class Principal Balance of the Class
P
Certificates has been reduced to zero, the Trust Administrator
shall withdraw
from the Distribution Account and distribute to the Class P
Certificates any
Class P Prepayment Charges
(d)
Application of Allocated Realized Loss Amounts. On each
Distribution
Date, the Trust Administrator shall allocate any Allocated Realized
Loss
Amount, to reduce the Class Principal Balances of the Class M-9,
Class M-8,
Class M-7, Class M-6, Class M-5, Class M-4, Class M-3, Class M-2
and Class M-1
Certificates, sequentially, in that order, in each case until their
respective
Class Principal Balances are reduced to zero.
(e)
Application of Subsequent Recoveries. On each Distribution Date,
the
Trust Administrator shall allocate the amount of the Subsequent
Recoveries, if
any, to increase the Class Principal Balance of the Classes of
Mezzanine
Certificates to which Allocated Realized Loss Amounts have been
previously
allocated, sequentially, to the Class M-1, Class M-2, Class M-3,
Class M-4,
Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9
Certificates, in that
order, in each case by not more than the amount of the Unpaid
Realized Loss
Amount of such Class.
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Holders of Certificates to which any Subsequent Recoveries have
been
allocated shall not be entitled to any payment in respect of
Current Interest
on the amount of such increases for any Accrual Period preceding
the
Distribution Date on which such increase occurs.
Section 4.03. No Loss Allocation/Sequential Pay Trigger.
On each Distribution Date, on or after the date on which the
aggregate Class Principal Balance of the Mezzanine Certificates has
been
reduced to zero, the Principal Distribution Amount will be
distributed to the
Senior Certificates, sequentially, as follows:
(1) First, to the
Class A-1 Certificates, until the Class
Principal Balance of such Class is reduced to zero;
(2) Second,
concurrently (pro rata, with respect to clause
2(a) below based on the aggregate Class Principal Balance
of the Class A-2, Class A-3, Class A-4, Class A-5, Class
A-6, Class A-7A and Class A-8 Certificates, and with
respect to clause (2)(b) below based on the Class
Principal Balance of the Class A-7B Certificates), to the
following Certificates in the following order of priority:
(A) concurrently, to
the Class A-2, Class A-3, Class A-4,
Class A-5, Class A-6, Class A-7A and Class A-8
Certificates, pro rata based on their Class Principal
Balance, until their respective Class Principal
Balances are reduced to zero; and
(B) sequentially, as
follows:
1. first, concurrently, as follows:
a. to the Class A-3 Certificates (after payment
in clause (2)(A) above), the amount available to
be distributed pursuant to this clause (2)(B)
multiplied by a fraction, the numerator of which
is 5,002,000 and the denominator of which is
7,458,000, until the Class Principal Balance of
the such Class of Certificates is reduced to
zero; provided, that the aggregate amount
distributed pursuant to this clause (2)(B)(1)(a)
will not exceed $5,002,000; and
b. to the Class A-5 Certificates (after payment
in clause (2)(A) above), the amount available to
be distributed pursuant to this clause (2)(B)
multiplied by a fraction, the numerator of which
is 2,456,000 and the denominator of which is
7,458,000, until the Class Principal Balance of
such Class of Certificates is reduced to zero;
provided, that the
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aggregate amount distributed pursuant to this
clause (2)(B)(1)(b) will not exceed $2,456,000;
and
2. second, to the Class A-7B Certificates, until the
Certificate Principal Balance of such Class of
Certificate is reduced to zero;
provided, that the Class A-7A Certificate Insurer will be
subrogated to the
rights of the Holder of any Class A-7A Certificate, as applicable,
to receive
payments of principal and interest to the extent of any payment to
such holder
by the Class A-7A Certificate Insurer under the Class A-7A
Certificate
Insurance Policy that has not been reimbursed.
Section 4.04. Distribution Date Statements to
Certificateholders.
(a)
Not later than two Business Days prior to each Distribution Date,
the
Master Servicer shall prepare and make available to the Trust
Administrator
and not later than each Distribution Date, the Trust Administrator
shall make
available to each Certificateholder, the Class A-7A Certificate
Insurer, the
Depositor, the Rating Agencies, the NIMS Insurer, the Trustee and
any other
interested parties a statement based in part on information
provided by the
Servicer setting forth the following information with respect to
the related
distribution (in the case of information furnished pursuant to (i)
and (ii)
below, the amounts shall be expressed as a dollar amount per one
thousand:
(i) the amount of the distribution made on such Distribution Date
to
the
Holders of the Certificates of each Class allocable to
principal;
(ii) the amount of the
distribution made on such Distribution Date
to
the Holders of the Certificates of each Class allocable to
interest
and
how such distributions are calculated;
(iii) the aggregate Servicing Fee (and any other compensation
payable to the Servicer) paid during the related Due Period;
(iv) the aggregate amount of any Class P Prepayment Charges
collected on the Mortgage Loans identified on Schedule IV
hereto;
(v) the aggregate Principal Balance of the Mortgage Loans and
any
REO
Properties as of the close of business on such Distribution
Date;
(vi) the number, aggregate Principal Balance, weighted average
remaining term to maturity and weighted average Mortgage Rate of
the
Mortgage Loans as of the related Due Date;
(vii) the number and aggregate unpaid Principal Balance of
Mortgage
Loans (calculated in accordance with the MBA method) (a) delinquent
1 to
30
days (b) delinquent 31 to 60 days, (c) delinquent 61 to 90 days,
(d)
delinquent 91 or more days, in each case, as of the last day of
the
preceding calendar month (after taking into account any prepayments
in
full
received prior to the end of the Prepayment Period), (e) as to
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which foreclosure proceedings have been commenced and (f) with
respect to
which the related Mortgagor has filed for protection under
applicable
bankruptcy laws, with respect to whom bankruptcy proceedings are
pending
or
with respect to whom bankruptcy protection is in force;
(viii) with respect to any Mortgage Loan that became an REO
Property during the preceding calendar month, the loan number of
the
related Mortgage Loan, the unpaid principal balance of the
related
Mortgage Loan and the principal balance of the related Mortgage
Loan as
of
the date it became an REO Property;
(ix) the book value of any REO Property as of the close of
business
on
the last business day of the calendar month preceding the
Distribution
Date, and, cumulatively, the total number and cumulative
principal
balance of all REO Properties as of the close of business on the
last day
of
the preceding Prepayment Period;
(x) the amount of Advances included in the distribution on such
Distribution Date and the aggregate amount of Advances outstanding
as of
the
close of business on such Distribution Date;
(xi) the aggregate amount of Principal Prepayments made during
the
related Prepayment Period;
(xii) the aggregate amount of Realized Losses incurred during
the
related Prepayment Period, the aggregate amount of Realized
Losses
incurred since the Closing Date, the aggregate amount of
Subsequent
Recoveries received during the related Prepayment Period, the
cumulative
amount of Subsequent Recoveries received since the Closing Date and
the
allocations of Allocated Realized Loss Amounts to each Class of
Mezzanine
Certificates;
(xiii) the aggregate Class Principal Balance of each Class of
Certificates, after giving effect to the distributions, and
allocations
of
Realized Losses, made on such Distribution Date, separately
identifying any reduction thereof due to allocations of Realized
Losses;
(xiv) the Current Interest in respect of the Senior
Certificates,
the
Mezzanine Certificates and the Class C Certificates for such
Distribution Date and the Interest Carryforward Amounts, if any,
with
respect to the Senior Certificates and the Mezzanine Certificates
on such
Distribution Date, separately identifying any reduction thereof due
to
allocations of Realized Losses, Prepayment Interest Shortfalls and
Relief
Act
Reductions;
(xv) any Prepayment Interest Shortfalls included in such
distribution and the aggregate amount of any Prepayment
Interest
Shortfall for such Distribution Date, to the extent not covered
by
payments of Compensating Interest by the Servicer pursuant to
the
Servicing Agreement;
(xvi) the aggregate amount of Relief Act Reductions for such
Distribution Date;
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(xvii) the Overcollateralization Target Amount and
Overcollateralization Amount for such Distribution Date;
(xviii) the respective Pass-Through Rates applicable to the
Senior
Certificates, the Mezzanine Certificates and the Class C
Certificates for
such
Distribution Date and the Pass-Through Rate applicable to the
Senior
Certificates and the Mezzanine Certificates for the immediately
succeeding Distribution Date;
(xix) the Net WAC and the Net Rate Cap;
(xx) the Senior Enhancement Percentage for the Distribution
Date;
(xxi) when the Stepdown Date or Trigger Event has occurred;
(xxii) the Available Funds;
(xxiii) the Net Rate Carryover for the Senior Certificates and
the
Mezzanine Certificates, if any, for such Distribution Date, the
amount
remaining unpaid after reimbursements therefor on such Distribution
Date;
(xxiv) the application of the Net Rate Cap on such Distribution
Date, and the amount of any Net Rate Carryover for each Class for
such
Distribution Date; and
(xxv) the amount of the Premium Distribution Amount, the Class
A-7A
Certificate Insurer Reimbursement Amount and the amount of any
draws on
the
Class A-7A Certificate Insurance Policy.
In the case of information furnished pursuant to subclauses (i)
and
(ii) above, the amounts shall be expressed as a dollar amount per
single
Certificate of the relevant Class.
(b)
The Trust Administrator's responsibility for making available
the
above information to the Master Servicer, the Trustee, the NIMS
Insurer, the
Depositor, the Certificateholders and other interested parties is
limited to
the availability, timeliness and the accuracy of the information
provided by
the Servicer. The Trust Administrator will make a copy of each
statement
provided pursuant to this Section 4.04 (and, at its option, any
additional
files containing the same information in an alternative format)
available each
month to Certificateholders, the NIMS Insurer, the Class A-7A
Certificate
Insurer and other interested parties, and other parties to this
Agreement via
the Trust Administrator's internet website located at
"www.ctslink.com".
Assistance in using the internet website can be obtained by calling
the Trust
Administrator's customer service desk at (301) 815-6600. Parties
that are
unable to use the above distribution method are entitled to have a
paper copy
mailed to them via first class mail by calling the customer service
desk and
indicating such. The Trust Administrator shall have the right to
change the
way the Distribution Date Statement is distributed in order to make
such
distribution more convenient and/or more accessible and the
Trust
Administrator shall provide timely and adequate notification to
the
Certificateholders, the Class A-7A Certificate Insurer and the
parties to this
Agreement regarding any such changes.
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The Trust Administrator shall also be entitled to rely on but
shall
not be responsible for the content or accuracy of any information
provided by
third parties (including the Servicer) for purposes of preparing
the
Distribution Date Statement and may affix thereto any disclaimer it
deems
appropriate in its reasonable discretion (without suggesting
liability on the
part of any other party hereto).
As a condition to access to the Trust Administrator's internet
website, the Trust Administrator may require registration and the
acceptance
of a disclaimer. The Trust Administrator will not be liable for
the
dissemination of information in accordance with this Agreement.
(c)
Within a reasonable period of time after the end of each
calendar
year, the Trust Administrator shall cause to be furnished upon
request to each
Person who at any time during the calendar year was a
Certificateholder, a
statement containing the information set forth in clauses (a)(i),
(a)(ii) and
(a)(vi) of this Section 4.04 aggregated for such calendar year or
applicable
portion thereof during which such Person was a Certificateholder.
Such
obligation of the Trust Administrator shall be deemed to have been
satisfied
to the extent that substantially comparable information shall be
provided by
the Trust Administrator pursuant to any requirements of the Code as
from time
to time in effect.
(d)
With respect to each Distribution Date, prior to the issuance of
the
related monthly statement to Certificateholders pursuant to Section
4.04
(each, a "Distribution Date Statement") by the Trust Administrator,
the Master
Servicer shall confirm that it has received all distribution and/or
servicing
information required to be provided to the Master Servicer pursuant
and to the
extent set forth in the Servicing Agreement by the Servicer for
inclusion in
such Distribution Date Statement. In the event the Master Servicer
determines
that any such information has not been provided as required or is
materially
incorrect, the Master Servicer shall immediately notify the
Servicer and use
its reasonable best efforts to cause the Servicer to provide or
correct, as
the case may be, such information promptly (but in any event in
time to permit
the Trust Administrator to make available the Distribution Date
Statement at
the time required in this Agreement).
Section 4.05. [Reserved].
Section 4.06. Supplemental Interest Trust.
A separate trust is hereby established (the "Supplemental
Interest
Trust"), the corpus of which shall be held by the Trust
Administrator in trust
for the benefit of the holders of the Senior Certificates and the
Mezzanine
Certificates. The Supplemental Interest Trust will not be a part of
any REMIC
created hereby.
Section 4.07. Distributions from the Class A-1 Cap Account and the
Class A-2
Cap Account.
(a)
On each Distribution Date on or prior to the earlier of (a) the
Class
A-
