<PAGE>
Exhibit 4.1
MERRILL LYNCH MORTGAGE INVESTORS, INC.,
Depositor
WELLS FARGO BANK, N.A.,
Master Servicer and Securities Administrator
and
HSBC BANK USA, NATIONAL ASSOCIATION,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of March 1, 2007
----------
Mortgage Pass-Through Certificates, MANA Series 2007-A2
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S>
<C>
ARTICLE I
DEFINITIONS....................................................
18
Section 1.02
Accounting..............................................
77
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES..................................................
77
Section 2.01
Conveyance of Mortgage
Loans to Trustee................. 77
Section 2.02
Acceptance of Mortgage
Loans by Trustee................. 81
Section 2.03
Assignment of Interest
in the Mortgage Loan Purchase
Agreement...............................................
83
Section 2.04
Substitution of
Mortgage Loans.......................... 84
Section 2.05
Issuance of
Certificates................................ 86
Section 2.06
Representations and
Warranties Concerning the
Depositor...............................................
86
Section 2.07
Representations and
Warranties Concerning the Master
Servicer and Securities Administrator...................
87
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS............... 88
Section 3.01
Master
Servicer......................................... 88
Section 3.02
REMIC-Related
Covenants................................. 89
Section 3.03
Monitoring of
Servicers................................. 90
Section 3.04
Fidelity
Bond........................................... 91
Section 3.05
Power to Act;
Procedures................................ 91
Section 3.06
Due-on-Sale Clauses;
Assumption Agreements.............. 92
Section 3.07
Release of Mortgage
Files............................... 92
Section 3.08
Documents, Records and
Funds in Possession of Master
Servicer To Be Held for Trustee.........................
93
Section 3.09
Standard Hazard
Insurance and Flood Insurance Policies.. 94
Section 3.10
Presentment of Claims
and Collection of Proceeds........ 94
Section 3.11
Maintenance of the
Primary Mortgage Insurance Policies.. 95
Section 3.12
Trustee to Retain
Possession of Certain Insurance
Policies and Documents..................................
95
Section 3.13
Realization Upon
Defaulted Mortgage Loans............... 95
Section 3.14
Compensation for the
Master Servicer.................... 96
Section 3.15
REO
Property............................................ 96
</TABLE>
-i-
<PAGE>
TABLE OF CONTENTS
(continued)
<TABLE>
<CAPTION>
PAGE
----
<S>
<C>
Section 3.16
Annual Statement as to
Compliance....................... 97
Section 3.17
Reports on Assessment
of Compliance and Attestation..... 98
Section 3.18
Periodic
Filings........................................ 100
Section 3.19
Compliance with
Regulation AB........................... 107
Section 3.20
Servicing Rights
Owner.................................. 107
ARTICLE IV
ACCOUNTS......................................................
108
Section 4.01
Protected
Accounts...................................... 108
Section 4.02
Master Servicer
Collection Account...................... 109
Section 4.03
Permitted Withdrawals
and Transfers from the Master
Servicer Collection Account.............................
110
Section 4.04
Distribution
Account.................................... 111
Section 4.05
Permitted Withdrawals
and Transfers from the
Distribution Account....................................
112
ARTICLE V
CERTIFICATES...................................................
114
Section 5.01
The
Certificates........................................ 114
Section 5.02
Certificate Register;
Registration of Transfer and
Exchange of Certificates................................
114
Section 5.03
Mutilated, Destroyed,
Lost or Stolen Certificates....... 118
Section 5.04
Persons Deemed
Owners................................... 119
Section 5.05
Access to List of
Certificateholders' Names and
Addresses...............................................
119
Section 5.06
Book-Entry
Certificates................................. 119
Section 5.07
Notices to
Depository................................... 120
Section 5.08
Definitive
Certificates................................. 120
Section 5.09
Maintenance of Office
or Agency......................... 121
ARTICLE VI PAYMENTS TO
CERTIFICATEHOLDERS................................ 121
Section 6.01
Distributions on the
Certificates....................... 121
Section 6.02
Distributions...........................................
134
Section 6.03
Statements to
Certificateholders........................ 134
Section 6.04
Monthly
Advances........................................ 137
Section 6.05
Compensating Interest
Payments.......................... 137
</TABLE>
-ii-
<PAGE>
TABLE OF CONTENTS
(continued)
<TABLE>
<CAPTION>
PAGE
----
<S>
<C>
ARTICLE VII THE MASTER SERVICER AND THE
DEPOSITOR........................ 139
Section 7.01
Liabilities of the
Master Servicer...................... 139
Section 7.02
Merger or
Consolidation of the Master Servicer.......... 139
Section 7.03
Indemnification from
the Master Servicer and the
Depositor...............................................
139
Section 7.04
Limitations on
Liability of the Master Servicer and
Others..................................................
140
Section 7.05
Master Servicer Not to
Resign........................... 141
Section 7.06
Successor Master
Servicer............................... 141
Section 7.07
Sale and Assignment of
Master Servicing................. 141
ARTICLE VIII
DEFAULT.....................................................
142
Section 8.01 Events of
Default....................................... 142
Section 8.02
Trustee to Act;
Appointment of Successor................ 143
Section 8.03
Notification to
Certificateholders...................... 145
Section 8.04
Waiver of
Defaults...................................... 145
Section 8.05
List of
Certificateholders.............................. 145
ARTICLE IX CONCERNING THE TRUSTEE AND THE SECURITIES
ADMINISTRATOR....... 145
Section 9.01
Duties of
Trustee....................................... 145
Section 9.02
Certain Matters
Affecting the Trustee and the Securities
Administrator...........................................
148
Section 9.03
Trustee and Securities
Administrator Not Liable for
Certificates or Mortgage Loans..........................
150
Section 9.04
Trustee and Securities
Administrator May Own
Certificates............................................
150
Section 9.05
Trustee's and
Securities Administrator's Fees and
Expenses................................................
150
Section 9.06
Eligibility
Requirements for Trustee and Securities
Administrator...........................................
151
Section 9.07
Insurance...............................................
151
Section 9.08
Resignation and
Removal of the Trustee and Securities
Administrator...........................................
152
Section 9.09
Successor Trustee and
Successor Securities
Administrator...........................................
153
Section 9.10
Merger or
Consolidation of Trustee or Securities
Administrator...........................................
153
Section 9.11
Appointment of
Co-Trustee or Separate Trustee........... 153
</TABLE>
-iii-
<PAGE>
TABLE OF CONTENTS
(continued)
<TABLE>
<CAPTION>
PAGE
----
<S>
<C>
Section 9.12
Federal Information
Returns and Reports to
Certificateholders; REMIC Administration................
155
ARTICLE X
TERMINATION....................................................
164
Section 10.01
Termination upon Liquidation or Repurchase of all
Mortgage Loans..........................................
164
Section 10.02
Final Distribution on the Certificates..................
165
Section 10.03
Additional Termination Requirements.....................
166
ARTICLE XI MISCELLANEOUS
PROVISIONS...................................... 167
Section 11.01
Intent of Parties.......................................
167
Section 11.02
Amendment...............................................
167
Section 11.03
Recordation of Agreement................................
169
Section 11.04
Limitation on Rights of Certificateholders..............
169
Section 11.05
Acts of Certificateholders..............................
170
Section 11.06
Governing Law...........................................
171
Section 11.07
Notices.................................................
171
Section 11.08
Severability of Provisions..............................
172
Section 11.09
Successors and Assigns..................................
172
Section 11.10
Article and Section Headings............................
172
Section 11.11
Counterparts............................................
172
Section 11.12 Notice to Rating
Agencies............................... 172
Section 11.13
Third Party Rights......................................
173
ARTICLE XII PROHIBITED
TRANSACTIONS...................................... 173
Section 12.01
[Reserved]..............................................
173
Section 12.02
Prohibited Transactions and Activities..................
173
Section 12.03
Indemnification with Respect to Prohibited Transactions
or Loss of REMIC Status.................................
174
Section 12.04
REO Property............................................
174
</TABLE>
-iv-
<PAGE>
TABLE OF CONTENTS
(continued)
<TABLE>
<CAPTION>
PAGE
----
<S>
<C>
EXHIBITS
Exhibit A-1
- Form of Class A Certificates and Class M Certificates
Exhibit A-2
- Form of Class B Certificates
Exhibit A-3
- Form of Class R Certificate
Exhibit A-4
- Form of Class P Certificate
Exhibit A-5
- Form of Class C Certificate
Exhibit B
- Mortgage Loan Schedule
Exhibit C
- [Reserved]
Exhibit D
- Request for Release of Documents
Exhibit E-1
- Form of Transferee's Letter
Exhibit E-2
- Form of Transferor Certificate
Exhibit F-1
- Form of Transferor Representation Letter
Exhibit F-2
- Form of Investor Representation Letter
Exhibit F-3
- Form of Rule 144A Letter
Exhibit G
- Form of Custodial Agreement
Exhibit H-1
- Class A-1 One-Month LIBOR Corridor Table
Exhibit H-2
- Class A-2 One-Month LIBOR Corridor Table
Exhibit H-3
- Class A-3 One-Month LIBOR Corridor Table
Exhibit H-4
- Subordinate Certificate One-Month LIBOR Corridor Table
Exhibit I-1 to I-8 - Assignment Agreements
Exhibit J
- Mortgage Loan Purchase Agreement
Exhibit K
- Servicing Criteria To Be Addressed in Assessment of
Compliance
Exhibit L
- Form of Sarbanes-Oxley Certification
Exhibit M
- Form of Back-up Sarbanes-Oxley Certification
Exhibit N-1
- Form of Class A-1 Corridor Contract
Exhibit N-2
- Form of Class A-2 Corridor Contract
Exhibit N-3
- Form of Class A-3 Corridor Contract
Exhibit N-4
- Form of Subordinate Certificate Corridor Contract
Exhibit O
- Additional Disclosure Notification
Exhibit P
- Form of Item 1123 Certification of Servicer
Exhibit Q-1
- Additional Form 10-D Disclosure
Exhibit Q-2 - Additional
Form 10-K Disclosure
Exhibit Q-3
- Form 8-K Disclosure Information
Exhibit R
- Form of Swap Agreement
Exhibit S
- Form of Cap Contract
</TABLE>
-v-
<PAGE>
POOLING AND SERVICING AGREEMENT
This
Pooling and Servicing Agreement is dated as of March 1, 2007
(this
"Agreement" or this "Pooling and Servicing Agreement") among
MERRILL LYNCH
MORTGAGE INVESTORS, INC., as depositor (the "Depositor"), WELLS
FARGO BANK,
N.A., as master servicer (in such capacity, the "Master Servicer")
and as
securities administrator (in such capacity, the "Securities
Administrator"), and
HSBC BANK USA, NATIONAL ASSOCIATION, as trustee (the
"Trustee").
PRELIMINARY STATEMENT
The
Depositor has acquired the Mortgage Loans from the Sponsor and at
the
Closing Date is the owner of the Mortgage Loans and the other
related property
being conveyed by the Depositor to the Trustee hereunder on behalf
of the
Issuing Entity for inclusion in the Trust Fund. On the Closing
Date, the
Depositor will acquire the Certificates from the Securities
Administrator as
consideration for the Depositor's transfer to the Issuing Entity of
the Mortgage
Loans and the other related property constituting that portion of
the Trust Fund
relating to the Certificates. The Depositor has duly authorized the
execution
and delivery of this Agreement to provide for the conveyance to the
Issuing
Entity of the Mortgage Loans and the other related property
constituting the
portion of the Trust Fund relating to the Certificates. All
covenants and
agreements made by the Sponsor in the Mortgage Loan Purchase
Agreement and in
this Agreement and all covenants and agreements made by the
Depositor, the
Trustee, the Securities Administrator and the Master Servicer
herein with
respect to the Mortgage Loans and the other related property
constituting that
portion of the Trust Fund relating to the Certificates are for the
benefit of
the Holders from time to time of the Certificates. The Depositor,
the Trustee,
the Securities Administrator and the Master Servicer are entering
into this
Agreement, and the Trustee on behalf of the Issuing Entity is
accepting the
Trust Fund created hereby, for good and valuable consideration, the
receipt and
sufficiency of which are hereby acknowledged.
As
provided herein, the Securities Administrator shall elect that the
Trust
Fund be treated for federal income tax purposes as consisting of
(i) three real
estate mortgage investment conduits, (ii) the right to receive
payments
distributable to the Class P Certificates, (iii) each Corridor
Contract and the
Corridor Contract Account, (iv) the grantor trusts described in
Section 9.12
hereof and (v) the Supplemental Interest Trust, which in turn will
hold the Swap
Agreement and the Cap Contract. The SWAP REMIC will consist of all
of the assets
constituting the Trust Fund (other than the assets described in
clauses (ii),
(iii), (iv) and (v) above, other than the SWAP REMIC Regular
Interests and other
than the Lower Tier REMIC Regular Interests) and will be evidenced
by the SWAP
REMIC Regular Interests (which will be uncertificated and will
represent the
"regular interests" in the SWAP REMIC) and the Class SWR Interest
as the single
"residual interest" in the SWAP REMIC. The Lower Tier REMIC will
consist of SWAP
REMIC Regular Interests and will be evidenced by the Lower Tier
REMIC Regular
Interests (which will be uncertificated and will represent the
"regular
interests" in the Lower Tier REMIC) and the Class LTR Interest as
the single
"residual interest" in the Lower Tier REMIC. The Trustee will hold
the Lower
Tier REMIC Regular Interests. The Upper Tier REMIC will consist of
the Lower
Tier REMIC Regular Interests and will be evidenced by the REMIC
Regular
Interests (which will represent the "regular interests" in the
Upper Tier REMIC)
and the Residual Interest as the single "residual interest" in the
Upper Tier
REMIC. The Class R Certificate will represent beneficial ownership
of the Class
SWR Interest, the Class LTR Interest and the
<PAGE>
Residual Interest. The "latest possible maturity date" for federal
income tax
purposes of all interests created hereby will be the Latest
Possible Maturity
Date.
THE SWAP REMIC
The
following table sets forth the designations, initial principal
balances
and interest rates for each interest in the SWAP REMIC:
<TABLE>
<CAPTION>
Initial
Principal
Interest
Class
Balance
Rate
-------
---------------
--------
<S>
<C>
<C>
1-SW1 $35,836,726.672
(1)
1-SW1A $
3,432,039.989 (2)
1-SW1B $
3,432,039.989 (3)
1-SW2A $
3,555,858.018 (2)
1-SW2B $
3,555,858.018 (3)
1-SW3A $
3,544,785.601 (2)
1-SW3B $
3,544,785.601 (3)
1-SW4A $
3,406,291.649 (2)
1-SW4B $
3,406,291.649 (3)
1-SW5A $
3,239,201.740 (2)
1-SW5B $
3,239,201.740 (3)
1-SW6A $
3,073,754.507 (2)
1-SW6B $
3,073,754.507 (3)
1-SW7A $
2,916,923.349 (2)
1-SW7B $
2,916,923.349 (3)
1-SW8A $
2,768,018.097 (2)
1-SW8B $
2,768,018.097 (3)
1-SW9A $
2,626,438.784 (2)
1-SW9B $
2,626,438.784 (3)
1-SW10A $
2,477,788.361 (2)
1-SW10B $
2,477,788.361 (3)
1-SW11A $
2,347,602.557 (2)
1-SW11B $
2,347,602.557 (3)
1-SW12A $
2,214,546.397 (2)
1-SW12B $
2,214,546.397 (3)
1-SW13A $
2,279,563.024 (2)
1-SW13B $
2,279,563.024 (3)
1-SW14A $
2,381,118.488 (2)
1-SW14B $
2,381,118.488 (3)
1-SW15A $
2,134,586.723 (2)
1-SW15B $
2,134,586.723 (3)
1-SW16A $
1,963,499.206 (2)
1-SW16B $
1,963,499.206 (3)
1-SW17A $
1,813,989.743 (2)
1-SW17B $
1,813,989.743 (3)
</TABLE>
-2-
<PAGE>
<TABLE>
<S>
<C>
<C>
1-SW18A $
1,704,004.374 (2)
1-SW18B $
1,704,004.374 (3)
1-SW19A $
1,612,427.590 (2)
1-SW19B $
1,612,427.590 (3)
1-SW20A $
1,523,592.659 (2)
1-SW20B $
1,523,592.659 (3)
1-SW21A $
1,442,638.044 (2)
1-SW21B $
1,442,638.044 (3)
1-SW22A $
1,395,325.577 (2)
1-SW22B $
1,395,325.577 (3)
1-SW23A $
1,289,526.708 (2)
1-SW23B $ 1,289,526.708 (3)
1-SW24A $
1,332,176.423 (2)
1-SW24B $
1,332,176.423 (3)
1-SW25A $
1,520,219.936 (2)
1-SW25B $
1,520,219.936 (3)
1-SW26A $
1,980,864.864 (2)
1-SW26B $
1,980,864.864 (3)
1-SW27A $
2,232,116.941 (2)
1-SW27B $
2,232,116.941 (3)
1-SW28A $
1,250,098.473 (2)
1-SW28B $
1,250,098.473 (3)
1-SW29A $
1,338,683.363 (2)
1-SW29B $
1,338,683.363 (3)
1-SW30A $
814,758.601
(2)
1-SW30B $
814,758.601
(3)
1-SW31A $
721,686.576
(2)
1-SW31B $
721,686.576
(3)
1-SW32A $
682,207.854
(2)
1-SW32B $
682,207.854
(3)
1-SW33A $
643,959.861
(2)
1-SW33B $
643,959.861
(3)
1-SW34A $
608,004.453
(2)
1-SW34B $
608,004.453
(3)
1-SW35A $
577,587.811
(2)
1-SW35B $
577,587.811
(3)
1-SW36A $
541,679.518
(2)
1-SW36B $
541,679.518
(3)
1-SW37A $
510,911.317
(2)
1-SW37B $
510,911.317
(3)
1-SW38A $
497,116.522
(2)
1-SW38B $
497,116.522
(3)
1-SW39A $
449,306.584
(2)
1-SW39B $
449,306.584
(3)
1-SW40A $
425,330.183
(2)
</TABLE>
-3-
<PAGE>
<TABLE>
<S>
<C>
<C>
1-SW40B $
425,330.183
(3)
1-SW41A $
402,043.843
(2)
1-SW41B $
402,043.843
(3)
1-SW42A $
377,114.065
(2)
1-SW42B $
377,114.065
(3)
1-SW43A $
366,195.393
(2)
1-SW43B $
366,195.393
(3)
1-SW44A $
332,406.028
(2)
1-SW44B $
332,406.028
(3)
1-SW45A $
314,289.376
(2)
1-SW45B $
314,289.376
(3)
1-SW46A $
304,362.490
(2)
1-SW46B $
304,362.490
(3)
1-SW47A $
356,867.060
(2)
1-SW47B $
356,867.060
(3)
1-SW48A $
629,620.155
(2)
1-SW48B $
629,620.155
(3)
1-SW49A $
1,781,230.355 (2)
1-SW49B $
1,781,230.355 (3)
1-SW50A $
1,292,052.034 (2)
1-SW50B $
1,292,052.034 (3)
1-SW51A $
449,246.849
(2)
1-SW51B $
449,246.849
(3)
1-SW52A $
39,069.603
(2)
1-SW52B $
39,069.603
(3)
1-SW53A $
62,193.493
(2)
1-SW53B $
62,193.493
(3)
2-SW2 $36,454,412.387
(4)
2-SW1A $
3,491,195.003 (5)
2-SW1B $
3,491,195.003 (6)
2-SW2A $
3,617,147.174 (5)
2-SW2B $
3,617,147.174 (6)
2-SW3A $
3,605,883.911 (5)
2-SW3B $
3,605,883.911 (6)
2-SW4A $
3,465,002.862 (5)
2-SW4B $
3,465,002.862 (6)
2-SW5A $
3,295,032.973 (5)
2-SW5B $
3,295,032.973 (6)
2-SW6A $
3,126,734.074 (5)
2-SW6B $
3,126,734.074 (6)
2-SW7A $
2,967,199.757 (5)
2-SW7B $
2,967,199.757 (6)
2-SW8A $
2,815,727.958 (5)
2-SW8B $
2,815,727.958 (6)
2-SW9A $
2,671,708.368 (5)
</TABLE>
-4-
<PAGE>
<TABLE>
<S>
<C>
<C>
2-SW9B $
2,671,708.368 (6)
2-SW10A $
2,520,495.790 (5)
2-SW10B $
2,520,495.790 (6)
2-SW11A $
2,388,066.090 (5)
2-SW11B $
2,388,066.090 (6)
2-SW12A $
2,252,716.559 (5)
2-SW12B $
2,252,716.559 (6)
2-SW13A $
2,318,853.820 (5)
2-SW13B $
2,318,853.820 (6)
2-SW14A $
2,422,159.705 (5)
2-SW14B $
2,422,159.705 (6)
2-SW15A $
2,171,378.691 (5)
2-SW15B $
2,171,378.691 (6)
2-SW16A $
1,997,342.292 (5)
2-SW16B $
1,997,342.292 (6)
2-SW17A $
1,845,255.867 (5)
2-SW17B $
1,845,255.867 (6)
2-SW18A $
1,733,374.779 (5)
2-SW18B $
1,733,374.779 (6)
2-SW19A $
1,640,219.567 (5)
2-SW19B $
1,640,219.567 (6)
2-SW20A $
1,549,853.468 (5)
2-SW20B $
1,549,853.468 (6)
2-SW21A $
1,467,503.510 (5)
2-SW21B $
1,467,503.510 (6)
2-SW22A $
1,419,375.560 (5)
2-SW22B $
1,419,375.560 (6)
2-SW23A $
1,311,753.130 (5)
2-SW23B $
1,311,753.130 (6)
2-SW24A $
1,355,137.960 (5)
2-SW24B $
1,355,137.960 (6)
2-SW25A $
1,546,422.612 (5)
2-SW25B $
1,546,422.612 (6)
2-SW26A $
2,015,007.266 (5)
2-SW26B $
2,015,007.266 (6)
2-SW27A $
2,270,589.951 (5)
2-SW27B $
2,270,589.951 (6)
2-SW28A $
1,271,645.306 (5)
2-SW28B $
1,271,645.306 (6)
2-SW29A $
1,361,757.055 (5)
2-SW29B $
1,361,757.055 (6)
2-SW30A $
828,801.869
(5)
2-SW30B $
828,801.869
(6)
2-SW31A $
734,125.644
(5)
2-SW31B $
734,125.644
(6)
</TABLE>
-5-
<PAGE>
<TABLE>
<S>
<C>
<C>
2-SW32A $
693,966.463
(5)
2-SW32B $
693,966.463
(6)
2-SW33A $
655,059.223
(5)
2-SW33B $
655,059.223
(6)
2-SW34A $
618,484.084
(5)
2-SW34B $
618,484.084
(6)
2-SW35A $
587,543.178
(5)
2-SW35B $
587,543.178
(6)
2-SW36A $
551,015.965
(5)
2-SW36B $
551,015.965
(6)
2-SW37A $
519,717.440
(5)
2-SW37B $
519,717.440
(6)
2-SW38A $
505,684.876
(5)
2-SW38B $
505,684.876
(6)
2-SW39A $
457,050.881
(5)
2-SW39B $
457,050.881
(6)
2-SW40A $
432,661.220
(5)
2-SW40B $
432,661.220
(6)
2-SW41A $
408,973.514
(5)
2-SW41B $
408,973.514
(6)
2-SW42A $
383,614.044
(5)
2-SW42B $
383,614.044
(6)
2-SW43A $
372,507.177
(5)
2-SW43B $
372,507.177
(6)
2-SW44A $
338,135.414
(5)
2-SW44B $
338,135.414
(6)
2-SW45A $
319,706.502
(5)
2-SW45B $
319,706.502
(6)
2-SW46A $
309,608.515
(5)
2-SW46B $
309,608.515
(6)
2-SW47A $
363,018.060
(5)
2-SW47B $
363,018.060
(6)
2-SW48A $
640,472.356
(5)
2-SW48B $
640,472.356
(6)
2-SW49A $
1,811,931.835 (5)
2-SW49B $
1,811,931.835 (6)
2-SW50A $
1,314,321.983 (5)
2-SW50B $
1,314,321.983 (6)
2-SW51A $
456,990.116
(5)
2-SW51B $
456,990.116
(6)
2-SW52A $
39,743.011
(5)
2-SW52B $
39,743.011
(6)
2-SW53A $
63,265.467
(5)
2-SW53B $
63,265.467
(6)
3-SW3 $92,387,492.922
(7)
</TABLE>
-6-
<PAGE>
<TABLE>
<S>
<C>
<C>
3-SW1A $
8,847,838.507 (8)
3-SW1B $
8,847,838.507 (9)
3-SW2A $
9,167,042.808 (8)
3-SW2B $
9,167,042.808 (9)
3-SW3A $
9,138,497.989 (8)
3-SW3B $
9,138,497.989 (9)
3-SW4A $
8,781,458.990 (8)
3-SW4B $
8,781,458.990 (9)
3-SW5A $
8,350,699.286 (8)
3-SW5B $
8,350,699.286 (9)
3-SW6A $
7,924,174.419 (8)
3-SW6B $
7,924,174.419 (9)
3-SW7A $
7,519,861.894 (8)
3-SW7B $
7,519,861.894 (9)
3-SW8A $
7,135,982.444 (8)
3-SW8B $
7,135,982.444 (9)
3-SW9A $
6,770,989.348 (8)
3-SW9B $
6,770,989.348 (9)
3-SW10A $
6,387,766.849 (8)
3-SW10B $
6,387,766.849 (9)
3-SW11A $
6,052,146.353 (8)
3-SW11B $
6,052,146.353 (9)
3-SW12A $
5,709,126.044 (8)
3-SW12B $
5,709,126.044 (9)
3-SW13A $
5,876,739.656 (8)
3-SW13B $
5,876,739.656 (9)
3-SW14A $
6,138,550.807 (8)
3-SW14B $
6,138,550.807 (9)
3-SW15A $
5,502,989.086 (8)
3-SW15B $
5,502,989.086 (9)
3-SW16A $
5,061,923.502 (8)
3-SW16B $ 5,061,923.502 (9)
3-SW17A $
4,676,486.390 (8)
3-SW17B $
4,676,486.390 (9)
3-SW18A $
4,392,942.847 (8)
3-SW18B $
4,392,942.847 (9)
3-SW19A $
4,156,856.844 (8)
3-SW19B $
4,156,856.844 (9)
3-SW20A $
3,927,839.373 (8)
3-SW20B $
3,927,839.373 (9)
3-SW21A $
3,719,137.446 (8)
3-SW21B $
3,719,137.446 (9)
3-SW22A $
3,597,165.362 (8)
3-SW22B $
3,597,165.362 (9)
3-SW23A $
3,324,414.662 (8)
</TABLE>
-7-
<PAGE>
<TABLE>
<S>
<C>
<C>
3-SW23B $
3,324,414.662 (9)
3-SW24A $
3,434,366.117 (8)
3-SW24B $
3,434,366.117 (9)
3-SW25A $
3,919,144.453 (8)
3-SW25B $
3,919,144.453 (9)
3-SW26A $
5,106,692.369 (8)
3-SW26B $
5,106,692.369 (9)
3-SW27A $
5,754,423.108 (8)
3-SW27B $
5,754,423.108 (9)
3-SW28A $
3,222,768.220 (8)
3-SW28B $
3,222,768.220 (9)
3-SW29A $
3,451,141.083 (8)
3-SW29B $
3,451,141.083 (9)
3-SW30A $
2,100,457.030 (8)
3-SW30B $
2,100,457.030 (9)
3-SW31A $
1,860,516.280 (8)
3-SW31B $
1,860,516.280 (9)
3-SW32A $
1,758,739.683 (8)
3-SW32B $
1,758,739.683 (9)
3-SW33A $
1,660,135.916
(8)
3-SW33B $
1,660,135.916 (9)
3-SW34A $
1,567,442.463 (8)
3-SW34B $
1,567,442.463 (9)
3-SW35A $
1,489,028.011 (8)
3-SW35B $
1,489,028.011 (9)
3-SW36A $
1,396,456.018 (8)
3-SW36B $
1,396,456.018 (9)
3-SW37A $
1,317,135.243 (8)
3-SW37B $
1,317,135.243 (9)
3-SW38A $
1,281,572.102 (8)
3-SW38B $
1,281,572.102 (9)
3-SW39A $
1,158,317.534 (8)
3-SW39B $
1,158,317.534 (9)
3-SW40A $
1,096,506.097 (8)
3-SW40B $
1,096,506.097 (9)
3-SW41A $
1,036,473.643 (8)
3-SW41B $
1,036,473.643 (9)
3-SW42A $
972,204.391
(8)
3-SW42B $
972,204.391
(9)
3-SW43A $
944,055.930
(8)
3-SW43B $
944,055.930
(9)
3-SW44A $
856,946.558
(8)
3-SW44B $
856,946.558
(9)
3-SW45A $
810,241.622
(8)
3-SW45B $
810,241.622
(9)
</TABLE>
-8-
<PAGE>
<TABLE>
<S>
<C>
<C>
3-SW46A $
784,649.995
(8)
3-SW46B $
784,649.995
(9)
3-SW47A $
920,007.380
(8)
3-SW47B $
920,007.380
(9)
3-SW48A $
1,623,167.989 (8)
3-SW48B $
1,623,167.989 (9)
3-SW49A $
4,592,032.311 (8)
3-SW49B $
4,592,032.311 (9)
3-SW50A $
3,330,924.982 (8)
3-SW50B $
3,330,924.982 (9)
3-SW51A $
1,158,163.535 (8)
3-SW51B $
1,158,163.535 (9)
3-SW52A $
100,721.886
(8)
3-SW52B $
100,721.886
(9)
3-SW53A $
160,335.540
(8)
3-SW53B $
160,335.540
(9)
SWR
(10)
(10)
</TABLE>
(1) The interest rate
on the Class 1-SW1 Interest shall be a per annum rate
equal to the Group 1 Net WAC.
(2) For any
Distribution Date, the interest rate on each SWAP REMIC Regular
Interest beginning with the designation "1" and ending with the
designation
"A"
shall be a per annum rate equal to 2 times the Group 1 Net WAC,
subject
to a
maximum rate of 2 times the REMIC Swap Rate for such
Distribution
Date.
(3) For any
Distribution Date, the interest rate on each SWAP REMIC Regular
Interest beginning with the designation "1" and ending with the
designation
"B"
shall be a per annum rate equal to the greater of (x) the excess,
if
any,
of (i) 2 times the Group 1 Net WAC over (ii) 2 times the REMIC
Swap
Rate
for such Distribution Date and (y) 0.00%.
(4) The interest rate
on the Class 2-SW2 Interest shall be a per annum rate
equal to the Group 2 Net WAC.
(5) For any
Distribution Date, the interest rate on each SWAP REMIC Regular
Interest beginning with the designation "2" and ending with the
designation
"A"
shall be a per annum rate equal to 2 times the Group 2 Net WAC,
subject
to a
maximum rate of 2 times the REMIC Swap Rate for such
Distribution
Date.
(6) For any
Distribution Date, the interest rate on each SWAP REMIC Regular
Interest beginning with the designation "2" and ending with the
designation
"B"
shall be a per annum rate equal to the greater of (x) the excess,
if
any,
of (i) 2 times the Group 2 Net WAC over (ii) 2 times the REMIC
Swap
Rate
for such Distribution Date and (y) 0.00%.
(7) The interest rate
on the Class 3-SW3 Interest shall be a per annum rate
equal to the Group 3 Net WAC.
(8) For any
Distribution Date, the interest rate on each SWAP REMIC Regular
Interest beginning with the designation "3" and ending with the
designation
"A"
shall be a per annum rate equal to 2 times the Group 3 Net WAC,
subject
to a
maximum rate of 2 times the REMIC Swap Rate for such
Distribution
Date.
(9) For any
Distribution Date, the interest rate on each SWAP REMIC Regular
Interest beginning with the designation "3" and ending with the
designation
"B"
shall be a per annum rate equal to the greater of (x) the excess,
if
any,
of (i) 2 times the Group 3 Net WAC over (ii) 2 times the REMIC
Swap
Rate
for such Distribution Date and (y) 0.00%.
-9-
<PAGE>
(10) The Class SWR Interest shall have no principal amount and
shall bear no
interest.
THE LOWER TIER REMIC
The
following table sets forth the designations, initial principal
balances, interest rates, Classes of Corresponding Certificates and
related Loan
Group for each interest in the Lower Tier REMIC:
<TABLE>
<CAPTION>
Class(es) of
Corresponding
Initial
Certificates
Principal
Interest or Related
Class Balance
Rate
Loan Group
------ ---------
--------
-------------
<S> <C>
<C>
<C>
LTA-1
(1) (10)
A-1, R
LTA-2A (1)
(10)
A-2A
LTA-2B (1)
(10)
A-2B
LTA-3A (1)
(10)
A-3A
LTA-3B (1)
(10)
A-3B
LTA-3C (1)
(10)
A-3C
LTA-3D (1)
(10)
A-3D
LTM-1
(1) (10)
M-1
LTM-2
(1) (10)
M-2
LTM-3 (1) (10)
M-3
LTM-4
(1) (10)
M-4
LTM-5
(1) (10)
M-5
LTM-6
(1) (10)
M-6
LTB-1
(1) (10)
B-1
LTB-2
(1) (10)
B-2
LTB-3
(1)
(10)
B-3
LTIX
(2) (10)
N/A
LTII1A (3)
(10)
Loan Group
1
LTII1B (4)
(11)
Loan Group
1
LTII2A (5)
(10)
Loan Group
2
LTII2B (6)
(12)
Loan Group
2
LTII3A
(7)
(10)
Loan Group
3
LTII3B (8)
(13)
Loan Group
3
LTIIX
(9) (10)
N/A
LT-IO (14)
(14)
N/A
LTR
(15) (15)
N/A
</TABLE>
(1) The initial
principal balance of each of these Lower Tier REMIC Regular
Interests shall equal 1/4 of the initial Class Certificate Balance
of its
Corresponding Certificates.
(2) The initial
principal balance of the Class LTIX Interest shall equal the
excess of (i) 50% of the aggregate Cut-off Date Principal Balance
of the
Mortgage Loans over (ii) the initial principal balance of the Lower
Tier
REMIC I Marker Interests.
-10-
<PAGE>
(3) The initial
principal balance of the Class LTII1A Interest shall equal
0.05% of the excess of (i) the aggregate Cut-off Date Principal
Balance of
the
Group 1 Mortgage Loans over (ii) the aggregate of the initial
Class
Certificate Balances of the Group 1 Certificates.
(4) The initial
principal balance of the Class LTII1B Interest shall equal
0.05% of the aggregate Cut-off Date Principal Balance of the Group
1
Mortgage Loans.
(5) The initial
principal balance of the Class LTII2A Interest shall equal
0.05% of the excess of (i) the aggregate Cut-off Date Principal
Balance of
the
Group 2 Mortgage Loans over (ii) the aggregate of the initial
Class
Certificate Balances of the Group 2 Certificates.
(6) The initial
principal balance of the Class LTII2B Interest shall equal
0.05% of the aggregate Cut-off Date Principal Balance of the Group
2
Mortgage Loans.
(7) The initial
principal balance of the Class LTII3A Interest shall equal
0.05% of the excess of (i) the aggregate Cut-off Date Principal
Balance of
the
Group 3 Mortgage Loans over (ii) the aggregate of the initial
Class
Certificate Balances of the Group 3 Certificates.
(8) The initial
principal balance of the Class LTII3B Interest shall equal
0.05% of the aggregate Cut-off Date Principal Balance of the Group
3
Mortgage Loans.
(9) The initial
principal balance of the Class LTIIX Interest shall equal the
excess of (i) 50% of the aggregate Cut-off Date Principal Balance
of the
Mortgage Loans over (ii) the initial principal balance of the Lower
Tier
REMIC II Marker Interests.
(10) For each Distribution Date, the interest rate for each of the
Lower Tier
REMIC Regular Interests (other than the Class LTII1B, the Class
LTII2B, the
Class LTII3B and the Class LT-IO Interests) shall be a per annum
rate (but
not
less than zero) equal to the product of (i) the weighted average of
the
interest rates on the SWAP REMIC Regular Interests for such
Distribution
Date
and (ii) a fraction the numerator of which is 30 and the
denominator
of
which is the actual number of days in the Accrual Period for the
LIBOR
Certificates, provided however, that for any Distribution Date on
which the
Class LT-IO Interest is entitled to a portion of interest accruals
on a
SWAP
REMIC Regular Interest ending with a designation "A" as described
in
footnote 14 below, such weighted average shall be computed by
first
subjecting the rate on such SWAP REMIC Regular Interest to a cap
equal to
Swap
LIBOR for such Distribution Date.
(11) For each Distribution Date, the interest rate for the Class
LTII1B Interest
shall be a per annum rate equal to the product of (i) the weighted
average
of
the interest rates on the SWAP REMIC Regular Interests beginning
with
the
designation "1" for such Distribution Date and (ii) a fraction
the
numerator of which is 30 and the denominator of which is the actual
number
of
days in the Accrual Period for the LIBOR Certificates,
provided,
however, that for any Distribution Date on which the Class LT-IO
Interest
is
entitled to a portion of interest accruals on a SWAP REMIC
Regular
Interest ending with a designation "A" as described in footnote 14
below,
such
weighted average shall be computed by first subjecting the rate
on
such
SWAP REMIC Regular Interest to a cap equal to Swap LIBOR for
such
Distribution Date.
(12) For each Distribution Date, the interest rate for the Class
LTII2B Interest
shall be a per annum rate equal to the product of (i) the weighted
average
of
the interest rates on the SWAP REMIC Regular Interests beginning
with
the
designation "2" for such Distribution Date and (ii) a fraction
the
numerator of which is 30 and the denominator of which is the actual
number
of
days in the Accrual Period for the LIBOR Certificates,
provided,
however, that for any Distribution Date on which the Class LT-IO
Interest
is
entitled to a portion of interest accruals on a SWAP REMIC
Regular
Interest ending with a designation "A" as described in footnote 14
below,
such
weighted average shall be computed by first subjecting the rate
on
such
SWAP REMIC Regular Interest to a cap equal to Swap LIBOR for
such
Distribution Date.
(13) For each Distribution Date, the interest rate for the Class
LTII3B Interest
shall be a per annum rate equal to the product of (i) the weighted
average
of
the interest rates on the SWAP REMIC Regular Interests beginning
with
-11-
<PAGE>
the designation "3" for such Distribution Date and (ii) a fraction
the numerator
of which is 30 and the denominator of which is the actual number of
days in the
Accrual Period for the LIBOR Certificates, provided, however, that
for any
Distribution Date on which the Class LT-IO Interest is entitled to
a portion of
interest accruals on a SWAP REMIC Regular Interest ending with a
designation "A"
as described in footnote 14 below, such weighted average shall be
computed by
first subjecting the rate on such SWAP REMIC Regular Interest to a
cap equal to
Swap LIBOR for such Distribution Date.
(14) The Class LT-IO Interest is an interest-only class that does
not have a
principal balance. For only those Distribution Dates listed in the
first
column of the table below, the Class LT-IO Interest shall be
entitled to
interest accrued on the SWAP REMIC Regular Interest listed in the
second
column below at a per annum rate equal to the excess, if any, of
(i) the
interest rate for such SWAP REMIC Regular Interest for such
Distribution
Date
over (ii) Swap LIBOR for such Distribution Date.
<TABLE>
<CAPTION>
SWAP REMIC
Distribution Date Regular Interest
----------------- ----------------
<S>
<C>
7
Class 1-SW1A
Class 2-SW1A
Class 3-SW1A
7-8
Class 1-SW2A
Class 2-SW2A
Class 3-SW2A
7-9
Class 1-SW3A
Class 2-SW3A
Class 3-SW3A
7-10
Class 1-SW4A
Class 2-SW4A
Class 3-SW4A
7-11
Class 1-SW5A
Class 2-SW5A
Class 3-SW5A
7-12
Class 1-SW6A
Class 2-SW6A
Class 3-SW6A
7-13
Class 1-SW7A
Class 2-SW7A
Class 3-SW7A
7-14
Class 1-SW8A
Class 2-SW8A
Class 3-SW8A
7-15
Class 1-SW9A
Class 2-SW9A
Class 3-SW9A
7-16
Class 1-SW10A
Class 2-SW10A
Class 3-SW10A
7-17
Class 1-SW11A
Class 2-SW11A
Class 3-SW11A
</TABLE>
-12-
<PAGE>
<TABLE>
<S>
<C>
7-18
Class 1-SW12A
Class 2-SW12A
Class 3-SW12A
7-19
Class 1-SW13A
Class 2-SW13A
Class 3-SW13A
7-20
Class 1-SW14A
Class 2-SW14A
Class 3-SW14A
7-21
Class 1-SW15A
Class 2-SW15A
Class 3-SW15A
7-22
Class 1-SW16A
Class 2-SW16A
Class 3-SW16A
7-23
Class 1-SW17A
Class 2-SW17A
Class 3-SW17A
7-24
Class 1-SW18A
Class 2-SW18A
Class 3-SW18A
7-25
Class 1-SW19A
Class 2-SW19A
Class 3-SW19A
7-26
Class 1-SW20A
Class 2-SW20A
Class 3-SW20A
7-27
Class 1-SW21A
Class 2-SW21A
Class 3-SW21A
7-28
Class 1-SW22A
Class 2-SW22A
Class 3-SW22A
7-29
Class 1-SW23A
Class 2-SW23A
Class 3-SW23A
7-30
Class 1-SW24A
Class 2-SW24A
Class 3-SW24A
7-31
Class 1-SW25A
Class 2-SW25A
Class 3-SW25A
7-32
Class 1-SW26A
Class 2-SW26A
Class 3-SW26A
</TABLE>
-13-
<PAGE>
<TABLE>
<S>
<C>
7-33
Class 1-SW27A
Class 2-SW27A
Class 3-SW27A
7-34
Class 1-SW28A
Class 2-SW28A
Class 3-SW28A
7-35
Class 1-SW29A
Class 2-SW29A
Class 3-SW29A
7-36
Class 1-SW30A
Class 2-SW30A
Class 3-SW30A
7-38
Class 1-SW31A
Class 2-SW31A
Class 3-SW31A
7-39
Class 1-SW32A
Class 2-SW32A
Class 3-SW32A
7-40
Class 1-SW33A
Class 2-SW33A
Class
3-SW33A
7-41
Class 1-SW34A
Class 2-SW34A
Class 3-SW34A
7-42
Class 1-SW35A
Class 2-SW35A
Class 3-SW35A
7-43
Class 1-SW36A
Class 2-SW36A
Class 3-SW36A
7-44
Class 1-SW37A
Class 2-SW37A
Class 3-SW37A
7-45
Class 1-SW38A
Class 2-SW38A
Class 3-SW38A
7-46
Class 1-SW39A
Class 2-SW39A
Class 3-SW39A
7-47
Class 1-SW40A
Class 2-SW40A
Class 3-SW40A
7-48
Class 1-SW41A
Class 2-SW41A
Class 3-SW41A
</TABLE>
-14-
<PAGE>
<TABLE>
<S>
<C>
7-49
Class 1-SW42A
Class 2-SW42A
Class 3-SW42A
7-50
Class 1-SW43A
Class 2-SW43A
Class 3-SW43A
7-51
Class 1-SW44A
Class 2-SW44A
Class 3-SW44A
7-52
Class 1-SW45A
Class 2-SW45A
Class 3-SW45A
7-53
Class 1-SW46A
Class 2-SW46A
Class 3-SW46A
7-54
Class 1-SW47A
Class 2-SW47A
Class 3-SW47A
7-55
Class 1-SW48A
Class 2-SW48A
Class 3-SW48A
7-56
Class 1-SW49A
Class 2-SW49A
Class 3-SW49A
7-57
Class 1-SW50A
Class 2-SW50A
Class 3-SW50A
7-58
Class 1-SW51A
Class 2-SW51A
Class 3-SW51A
7-59
Class 1-SW52A
Class 2-SW52A
Class 3-SW52A
7-60
Class 1-SW53A
Class 2-SW53A
Class 3-SW53A
</TABLE>
(15) The Class LTR Interest shall have no principal amount and
shall bear no
interest.
UPPER TIER REMIC
The
following table sets forth the designation, the initial
principal
balances, the interest rates and Classes of Related Certificates
for each of the
interests in the Upper Tier REMIC.
-15-
<PAGE>
<TABLE>
<CAPTION>
Initial
Principal
Class of
Class
Balance Rate
Related Certificates
-----
---------
---------
--------------------
<S>
<C>
<C>
<C>
UTA-1
(1)
(2)
A-1
UTA-2A
(1)
(2)
A-2A
UTA-2B
(1)
(2)
A-2B
UTA-3A
(1)
(2)
A-3A
UTA-3B
(1)
(2)
A-3B
UTA-3C
(1)
(2)
A-3C
UTA-3D
(1)
(2)
A-3D
UTM-1
(1)
(2)
M-1
UTM-2
(1)
(2)
M-2
UTM-3
(1)
(2)
M-3
UTM-4
(1)
(2)
M-4
UTM-5
(1)
(2)
M-5
UTM-6
(1)
(2)
M-6
UTB-1
(1)
(2)
B-1
UTB-2
(1)
(2)
B-2
UTB-3
(1)
(2)
B-3
Uncertificated Class C Interest (3)
(3)
N/A
UT-IO
(4)
(4)
N/A
Residual Interest
(1)
(2)
R
</TABLE>
(1) The initial
principal balance of each of these REMIC Regular Interests and
the
Residual Interest shall equal the initial principal balance of
its
Class of Related Certificates.
(2) The interest rates
on each of these REMIC Regular Interests and the
Residual Interest shall be an annual rate equal to the Certificate
Rate for
the
Class of Related Certificates, provided that in lieu of the
applicable
Available Funds Cap set forth in the definition of an
applicable
Certificate Rate, the applicable Upper Tier REMIC Net WAC Cap shall
be
used.
(3) The Uncertificated
Class C Interest shall have an initial principal balance
equal to the initial Overcollateralization Amount. The
Uncertificated Class
C
Interest shall accrue interest on a notional balance set forth in
the
definition of Class C Current Interest at a rate equal to the Class
C
Distributable Interest Rate. The Uncertificated Class C Interest
shall be
represented by the Class C Certificates.
(4) The Class UT-IO
Interest shall have no principal amount and will not have
an
interest rate, but will be entitled to 100% of the interest accrued
with
respect to the Class LT-IO Interest. The Class UT-IO Interest shall
be
represented by the Class C Certificates.
THE CERTIFICATES
The
following table sets forth (or describes) the Class
designation,
initial Class Certificate Balance or initial notional amount,
integral dollar
multiples in excess thereof (except that one Certificate of each
Class may be
issued in a different amount which must be in excess of the
applicable minimum
dollar denomination) and minimum denomination for each Class of
Certificates
comprising interests in the Trust Fund created hereunder.
-16-
<PAGE>
<TABLE>
<CAPTION>
Initial Class
Certificate
Integral
Minimum
Balance or Multiples in
Denominations
Class
Initial
Excess of
or Percentage
Designation
Notional Amount Minimum
Interest
-----------
---------------
------------
-------------
<S>
<C>
<C>
<C>
Class A-1 $180,475,000.00
$1.00
$25,000.00
Class A-2A
$165,226,000.00
$1.00
$25,000.00
Class A-2B
$ 18,359,000.00
$1.00
$25,000.00
Class A-3A
$256,019,000.00
$1.00
$25,000.00
Class A-3B
$ 75,497,000.00
$1.00
$25,000.00
Class A-3C
$ 87,223,000.00
$1.00
$25,000.00
Class A-3D
$ 46,527,000.00
$1.00
$25,000.00
Class R $
100
N/A
$ 100
Class M-1 $ 12,338,000.00
$1.00
$25,000.00
Class M-2 $ 4,406,000.00
$1.00
$25,000.00
Class M-3 $ 4,406,000.00
$1.00
$25,000.00
Class M-4 $ 4,406,000.00
$1.00
$25,000.00
Class M-5 $ 4,406,000.00
$1.00
$25,000.00
Class M-6 $ 3,525,000.00
$1.00
$25,000.00
Class B-1 $ 3,084,000.00
$1.00
$25,000.00
Class B-2 $ 3,084,000.00
$1.00
$25,000.00
Class B-3 $ 4,406,000.00
$1.00
$25,000.00
Class P
N/A (1)
1%
100%
Class C
(2)
1%
(2)
</TABLE>
----------
(1) The Class P
Certificates shall not have minimum dollar denominations or
Class Certificate Balance and shall be issued in a minimum
percentage
interest of 10% and an aggregate percentage interest of 100%. The
Class P
Certificates will be entitled to receive Prepayment Charges on
the
Prepayment Charge Mortgage Loans.
(2) The Class C
Certificates shall not have minimum dollar denominations as the
Class Certificate Balance thereof shall vary over time as described
herein
and
shall be issued in a minimum percentage interest of 10% and an
aggregate percentage interest of 100%.
As
of the Cut-off Date, the Mortgage Loans had an aggregate Stated
Principal Balance of $881,325,150.98.
In
consideration of the mutual agreements herein contained, the
Depositor,
the Trustee, Securities Administrator and the Master Servicer
hereby agree as
follows:
-17-
<PAGE>
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and phrases,
unless
otherwise expressly provided or unless the context otherwise
requires, shall
have the meanings specified in this Article.
Accepted Master Servicing Practices: With respect to any Mortgage
Loan, as
applicable, either (x) those customary mortgage master servicing
practices of
prudent mortgage servicing institutions that master service
mortgage loans of
the same type and quality as such Mortgage Loan in the jurisdiction
where the
related Mortgaged Property is located, to the extent applicable to
the Trustee
or the Master Servicer (except in its capacity as successor to a
Servicer), or
(y) as provided in the applicable Servicing Agreement, to the
extent applicable
to any Servicer, but in no event below the standard set forth in
clause (x).
Account: The Master Servicer Collection Account, Distribution
Account and
any Protected Account as the context may require.
Accountant's Attestation: As defined in Section 3.17.
Accrual Period: With respect to the Certificates, their
Corresponding REMIC
Regular Interests and the Lower Tier REMIC Interests and a
Distribution Date,
the period from and including the preceding Distribution Date (or
from the
Closing Date in the case of the first Distribution Date) to and
including the
day prior to such Distribution Date and with respect to the SWAP
REMIC Regular
Interests and any Distribution Date, the calendar month immediately
preceding
the month in which such Distribution Date occurs. All calculations
of interest
with respect to the Certificates, their Corresponding REMIC Regular
Interests
and the Lower Tier REMIC Interests will be made on the basis of the
actual
number of days elapsed in the related Accrual Period and a 360 day
year and all
calculations of interest on the SWAP REMIC Regular Interests will
be made on the
basis of a 360-day year consisting of twelve 30-day months.
Additional Disclosure Notification: As defined in Section
3.18(b).
Additional Form 10-D Disclosure: As defined in Section 3.18(e).
Additional Form 10-K Disclosure: As defined in Section 3.18(h).
Adjustment Date: means, with respect to a Mortgage Loan, generally
the
first day of the month or months specified in the related mortgage
note.
Adverse REMIC Event: As defined in Section 9.12(g).
Affiliate: As to any Person, any other Person controlling,
controlled by or
under common control with such Person. "Control" means the power to
direct the
management and policies of a Person, directly or indirectly,
whether through
ownership of voting securities, by contract or otherwise.
"Controlled" and
"Controlling" have meanings correlative to the foregoing. The
Master Servicer
may conclusively presume that a Person is not an Affiliate of
another Person
unless a Responsible Officer of the Master Servicer has actual
knowledge to the
contrary.
-18-
<PAGE>
Agreement: This Pooling and Servicing Agreement, dated as of March
1, 2007,
by and among the Depositor, the Master Servicer, the Securities
Administrator
and the Trustee, including the exhibits hereto, and all amendments
hereof and
supplements hereto.
Applicable Credit Rating: For any long-term deposit or security, a
credit
rating of "AAA" in the case of S&P or "Aaa" in the case of
Moody's. For any
short-term deposit or security, a rating of "A-l+" in the case of
S&P or "P-1"
in the case of Moody's.
Applied Realized Loss Amount: With respect to any class of
Subordinate
Certificates and as to any Distribution Date, the sum of the
Realized Losses
with respect to the Mortgage Loans which have been applied in
reduction of the
Class Certificate Balance of such class.
Appraised Value: For any Mortgaged Property related to a Mortgage
Loan, the
amount set forth as the appraised value of such Mortgaged Property
in an
appraisal made for the mortgage originator in connection with its
origination of
the related Mortgage Loan.
Assessment of Compliance: As defined in Section 3.17.
Assignment: An assignment of the Mortgage, notice of transfer or
equivalent
instrument, in recordable form, sufficient under the laws of the
jurisdiction
wherein the related Mortgaged Property is located to reflect of
record the sale
of the Mortgage Loan to the Trustee for the benefit of
Certificateholders, which
assignment, notice of transfer or equivalent instrument may be in
the form of
one or more blanket assignments covering Mortgages secured by
Mortgaged
Properties located in the same county, if permitted by law and
accompanied by an
Opinion of Counsel to that effect.
Assignment Agreements: The CitiMortgage Assignment Agreement,
the
Countrywide Assignment Agreement, the GreenPoint Assignment
Agreement, the
National City Assignment Agreement, the PHH Assignment Agreement,
the RFC
Assignment Agreement, the Wells Fargo Assignment Agreement and the
Wilshire
Servicing Agreement, which are attached hereto as Exhibits I-1
through I-8,
respectively.
Auction: The one-time auction conducted by the Securities
Administrator, as
described in Section 10.01(b) hereof.
Available Funds Cap: means any of the Class A-1 Available Funds
Cap, the
Class A-2 Available Funds Cap, the Class A-3 Available Funds Cap or
the Weighted
Average Available Funds Cap.
Back-Up Certification: As defined in Section 3.18(k).
Bankruptcy Code: The United States Bankruptcy Code, as amended as
codified
in 11 U.S.C. Sections 101-1330.
Book-Entry Certificates: Any of the Certificates that shall be
registered
in the name of the Depository or its nominee, the ownership of
which is
reflected on the books of the Depository or on the books of a
Person maintaining
an account with the Depository (directly, as a Depository
Participant, or
indirectly, as an indirect participant in accordance with the rules
of
-19-
<PAGE>
the Depository and as described in Section 5.02 hereof). On the
Closing Date,
the Certificates (other than the Class R Certificate) shall be
Book-Entry
Certificates.
Business Day: Any day other than (i) a Saturday or a Sunday, or
(ii) a day
on which the New York Stock Exchange or Federal Reserve is closed
or on which
banking institutions in the jurisdiction in which the Trustee, the
Master
Servicer, any Servicer or the Securities Administrator are
authorized or
obligated by law or executive order to be closed.
Cap
Contract: The confirmation and agreement, including the
schedule
thereto and the related credit support annex, between the Cap
Contract
Counterparty and the Supplemental Interest Trust Trustee for the
benefit of the
Certificateholders (in the form of Exhibit B of Exhibit Q attached
hereto).
Cap
Contract Account: The separate Eligible Account created and
maintained
by the Supplemental Interest Trust Trustee pursuant to Section
6.01(m) in the
name of the Supplemental Interest Trust Trustee for the benefit of
the Issuing
Entity and designated "Wells Fargo Bank, National Association, as
Supplemental
Interest Trust Trustee of Merrill Lynch Mortgage Investors, Inc.,
Mortgage
Pass-Through Certificates, MANA Series 2007-A2 - Cap Contract
Account." Funds in
the Cap Contract Account shall be held in trust for the Issuing
Entity for the
uses and purposes set forth in this Agreement.
Cap
Contract Counterparty: The Royal Bank of Scotland plc with whom
the
Securities Administrator, on behalf of the Issuing Entity, entered
into each of
the Corridor Contracts and with whom the Supplemental Interest
Trust Trustee, on
behalf of the Supplemental Interest Trust, entered into the Cap
Contract.
Cap
Payments: For each Distribution Date, the cap payment that the
Cap
Counterparty is obligated to pay to the Supplemental Interest Trust
if LIBOR (as
defined in the Cap Contract) is greater than 6.000%. The Cap
Payment is based on
the lesser of (a) the Cap Contract Notional Balance for the
Distribution Date
and (b) the excess if any, of (A) the beginning aggregate
Certificate Principal
Balance for such Distribution Date over (B) the Swap Agreement
Notional Balance
for such Distribution Date.
Cap
Posted Collateral Account: The segregated Eligible Account created
and
maintained by the Supplemental Interest Trust Trustee pursuant to
Section
6.01(m) in the name of the Supplemental Interest Trust Trustee for
the benefit
of the Issuing Entity and designated "Wells Fargo Bank, N.A., as
Supplemental
Interest Trust Trustee, in trust for registered holders of First
Merrill Lynch
Alternative Note Asset Trust, Mortgage Loan Asset-Backed
Certificates, Series
2007-A2." Funds in the Cap Posted Collateral Account shall be held
in trust for
the Issuing Entity for the uses and purposes set forth in the Cap
Contract.
Certificate: Any mortgage pass-through certificate issued pursuant
to this
Agreement evidencing a beneficial ownership interest in that
portion of the
Trust Fund related to the Mortgage Loans, signed and countersigned
by the
Securities Administrator.
Certificate Margin: Means the Class A-1 Certificate Margin, the
Class A-2A
Certificate Margin, the Class A-2B Certificate Margin, the Class
A-3A
Certificate Margin, the Class A-3B Certificate Margin, the Class
A-3C
Certificate Margin, the Class A-3D Certificate Margin, the
-20-
<PAGE>
Class M-1 Certificate Margin, the Class M-2 Certificate Margin, the
Class M-3
Certificate Margin, the Class M-4 Certificate Margin, the Class M-5
Certificate
Margin, the Class M-6 Certificate Margin, the Class B-1 Certificate
Margin, the
Class B-2 Certificate Margin, the Class B-3 Certificate Margin, and
the Class R
Certificate Margin.
Certificate Owner: With respect to each Book-Entry Certificate,
any
beneficial owner thereof.
Certificate Rate: Means, with respect to any class of the LIBOR
Certificates on any Distribution Date, the lesser of (1) One-Month
LIBOR plus
the related Certificate Margin for such class of Certificates, (2)
the related
Available Funds Cap and (3) the related Maximum Rate Cap.
Certificate Register: The register maintained pursuant to Section
5.02
hereof.
Certificateholder or Holder: The Person in whose name a Regular
Certificate
is registered in the Certificate Register, except that a
Disqualified
Organization or non-U.S. Person shall not be a Holder of the Class
R Certificate
for any purpose hereof.
Certification Parties: As defined in Section 3.18(k).
Certifying Person: As defined in Section 3.18(k).
CitiMortgage: CitiMortgage, Inc., or any successor thereto.
CitiMortgage Assignment Agreement: The Assignment, Assumption
and
Recognition Agreement, dated as of March 1, 2007, among
CitiMortgage, the
Depositor and the Sponsor pursuant to which the CitiMortgage
Servicing
Agreements and the rights of the Sponsor thereunder (other than the
rights to
enforce the representations and warranties with respect to the
CitiMortgage
Loans) were assigned to the Depositor for the benefit of the
Certificateholders.
CitiMortgage Loans: The Mortgage Loans serviced by CitiMortgage
pursuant to
the CitiMortgage Servicing Agreement.
CitiMortgage Servicing Agreement: The Mortgage Servicing Purchase
and Sale
Agreement, dated as of September 1, 2006, between the Sponsor and
CitiMortgage.
Class: Collectively, Certificates which have the same priority of
payment
and bear the same class designation and the form of which is
identical except
for variation in the Percentage Interest evidenced thereby.
Class A-1 Available Funds Cap: With respect to a Distribution Date,
the per
annum rate equal to the product of (i) 12, (ii) the quotient of (x)
the total
scheduled interest on the Mortgage Loans in Group 1 based on the
Net Mortgage
Rates in effect on the related Due Date, less the pro rata portion
(calculated
based on the ratio of the Stated Principal Balance of the Group
1
-21-
<PAGE>
Mortgage Loans to the Stated Principal Balance of the total pool of
Mortgage
Loans) allocable to the Group 1 Mortgage Loans of any Net Swap
Payments or Swap
Termination Payments (other than Defaulted Swap Termination
Payments) owed to
the Swap Counterparty for such Distribution Date and (y) the
aggregate Stated
Principal Balance of the Mortgage Loans in Group 1 as of the first
day of the
related Accrual Period (or, in the case of the first Distribution
Date, as of
the Cut-off Date) and (iii) a fraction, the numerator of which is
30, and the
denominator of which is the actual number of days in the related
Accrual Period.
The Class A-1 Available Funds Cap shall relate to the Class A-1 and
Class R
Certificates.
Class A-1 Certificate: Any Certificate designated as a "Class
A-1
Certificate" on the face thereof substantially in the form annexed
hereto as
Exhibit A-1, executed by the Securities Administrator and
authenticated and
delivered by the Securities Administrator, representing the right
to
distributions as set forth herein and therein.
Class A-1 Certificate Rate: For the first Distribution Date, 5.53%
per
annum. As of any Distribution Date thereafter, the least of (1)
One-Month LIBOR
plus the Class A-1 Margin, (2) the Class A-1 Available Funds Cap
for such
Distribution Date and (3) the Class A-1 Maximum Rate Cap for such
Distribution
Date.
Class A-1 Class Certificate Balance: As of any date of
determination, the
aggregate Class Certificate Balance of the Class A-1
Certificates.
Class A-1 Corridor Contract: The confirmation and agreement,
including the
schedule thereto, between the Securities Administrator on behalf of
the Issuing
Entity and the Cap Contract Counterparty (in the form of Exhibit
N-1 hereto).
Class A-1 Corridor Contract Notional Balance: With respect to
any
Distribution Date, the Class A-1 Corridor Contract Notional Balance
set forth
for such Distribution Date in the Class A-1 One-Month LIBOR Cap
Table attached
hereto as Exhibit H-1.
Class A-1 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class A-1
Certificate Rate on
the Class A-1 Class Certificate Balance as of such Distribution
Date plus the
portion of any previous distributions on such Class in respect of
Current
Interest or a Class A-1 Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any Prepayment
Interest
Shortfalls allocated on such Distribution Date to the Class A-1
Certificates.
Class A-1 Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class A-1 Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
A-1 Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable
law) at the
Class A-1 Certificate Rate for the related Accrual Period.
Class A-1 Lower Collar: With respect to each Distribution Date,
the
applicable per annum rate set forth under the heading "1ML Strike
Lower Collar"
in the Class A-1 One-Month LIBOR Cap Table (set forth on Exhibit
H-1).
-22-
<PAGE>
Class A-1 Margin: As of any Distribution Date, (i) on or before the
Initial
Optional Termination Date, 0.210% per annum, and (ii) after the
Initial Optional
Termination Date, 0.420% per annum.
Class A-1 Maximum Rate
Cap: With respect to a Distribution Date, the per
annum rate equal to the product of (i) 12, (ii) the quotient of (x)
the total
scheduled interest that would have been due on the Group 1 Mortgage
Loans had
the Group 1 Mortgage Loans provided for interest at their maximum
lifetime Net
Mortgage Rates less the pro rata portion (calculated based on the
ratio of the
Stated Principal Balance of the Group 1 Mortgage Loans to the
Stated Principal
Balance of the total pool of Mortgage Loans) allocable to the Group
1 Mortgage
Loans of any Net Swap Payments or Swap Termination Payments owed to
the Swap
Counterparty for such Distribution Date (other than Defaulted Swap
Termination
Payments), and (y) the aggregate Stated Principal Balance of the
Group 1
Mortgage Loans as of the first day of the related Accrual Period
(or, in the
case of the first Distribution Date, as of the Cut-off Date) and
(iii) a
fraction, the numerator of which is 30 and the denominator of which
is the
actual number of days in the related Accrual Period. The Class A-1
Maximum Rate
Cap shall relate to the Class A-1 Certificates.
Class A-1 Upper Collar: With respect to each Distribution Date with
respect
to which payments are received on the Class A-1 Corridor Contract,
a rate equal
to the lesser of One-Month LIBOR and 10.290% per annum.
Class A-2 Available Funds Cap: With respect to a Distribution Date,
the per
annum rate equal to the product of (i) 12, (ii) the quotient of (x)
the total
scheduled interest on the Mortgage Loans in Group 2 based on the
Net Mortgage
Rates in effect on the related Due Date, less the pro rata portion
(calculated
based on the ratio of the Stated Principal Balance of the Group 2
Mortgage Loans
to the Stated Principal Balance of the total pool of Mortgage
Loans) allocable
to the Group 2 Mortgage Loans of any Net Swap Payments or Swap
Termination
Payments (other than Defaulted Swap Termination Payments) owed to
the Swap
Counterparty for such Distribution Date, and (y) the aggregate
Stated Principal
Balance of the Mortgage Loans in Group 2 as of the first day of the
related
Accrual Period (or, in the case of the first Distribution Date, as
of the
Cut-off Date) and (iii) a fraction, the numerator of which is 30,
and the
denominator of which is the actual number of days in the related
Accrual Period.
Class A-2 Certificate: Any one of the Class A-2A and Class A-2B
Certificates as designated on the face thereof substantially in the
form annexed
hereto as Exhibit A-1, executed by the Securities Administrator
and
authenticated and delivered by the Securities Administrator,
representing the
right to distributions as set forth herein and therein.
Class A-2 Corridor Contract: The confirmation and agreement,
including the
schedule thereto, between the Securities Administrator on behalf of
the Issuing
Entity and the Cap Contract Counterparty (in the form of Exhibit
N-2 hereto).
Class A-2 Corridor Contract Notional Balance: With respect to
any
Distribution Date, the Class A-2 Corridor Contract Notional Balance
set forth
for such Distribution Date in the Class A-2 One-Month LIBOR Cap
Table attached
hereto as Exhibit H-2.
-23-
<PAGE>
Class A-2 Lower Collar: With respect to each Distribution Date,
the
applicable per annum rate set forth under the heading "1ML Strike
Lower Collar"
in the Class A-2 One-Month LIBOR Cap Table (set forth on Exhibit
H-2).
Class A-2 Maximum Rate Cap: With respect to a Distribution Date,
the per
annum rate equal to the product of (i) 12, (ii) the quotient of (x)
the total
scheduled interest that would have been due on the Group 2 Mortgage
Loans had
the Group 2 Mortgage Loans provided for interest at their maximum
lifetime Net
Mortgage Rates less the pro rata portion (calculated based on the
ratio of the
Stated Principal Balance of the Group 2 Mortgage Loans to the
Stated Principal
Balance of the total pool of Mortgage Loans) allocable to the Group
2 Mortgage
Loans of any Net Swap Payments or Swap Termination Payments owed to
the Swap
Counterparty for such Distribution Date (other than Defaulted Swap
Termination
Payments), and (y) the aggregate Stated Principal Balance of the
Group 2
Mortgage Loans as of the first day of the related Accrual Period
(or, in the
case of the first Distribution Date, as of the Cut-off Date) and
(iii) a
fraction, the numerator of which is 30 and the denominator of which
is the
actual number of days in the related Accrual Period. The Class A-2
Maximum Rate
Cap shall relate to the Class A-2 Certificates.
Class A-2 Upper Collar: With respect to each Distribution Date with
respect
to which payments are received on the Class A-2 Corridor Contract,
a rate equal
to the lesser of One-Month LIBOR and 10.290% per annum.
Class A-2A Certificate: Any Certificate designated as a "Class
A-2A
Certificate" on the face thereof, in the form of Exhibit A-1
hereto,
representing the right to distributions as set forth herein.
Class A-2A Certificate Rate: For the first Distribution Date, 5.52%
per
annum. As of any Distribution Date thereafter, the least of (1)
One-Month LIBOR
plus the Class A-2A Margin, (2) the Class A-2 Available Funds Cap
for such
Distribution Date and (3) the Class A-2 Maximum Rate Cap for such
Distribution
Date.
Class A-2A Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class A-2A
Certificate Rate on
the Class A-2A Class Certificate Balance as of such Distribution
Date plus the
portion of any previous distributions on such Class in respect of
Current
Interest or a Class A-2A Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any Prepayment
Interest
Shortfalls allocated on such Distribution Date to the Class A-2A
Certificates.
For purposes of calculating interest, principal distributions on a
Distribution
Date will be deemed to have been made on the first day of the
Accrual Period in
which such Distribution Date occurs.
Class A-2A Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class A-2A Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
A-2A Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable
law) at the
Class A-2A Certificate Rate for the related Accrual Period.
-24-
<PAGE>
Class A-2A Margin: As of any Distribution Date, (i) on or before
the
Initial Optional Termination Date, 0.200% per annum, and (ii) after
the Initial
Optional Termination Date, 0.400% per annum.
Class A-2B Certificate: Any Certificate designated as a "Class
A-2B
Certificate" on the face thereof, in the form of Exhibit A-1
hereto,
representing the right to distributions as set forth herein.
Class A-2B Certificate Rate: For the first Distribution Date, 5.60%
per
annum. As of any Distribution Date thereafter, the least of (1)
One-Month LIBOR
plus the Class A-2B Margin, (2) the Class A-2 Available Funds Cap
for such
Distribution Date and (3) the Class A-2 Maximum Rate Cap for such
Distribution
Date.
Class A-2B Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class A-2B
Certificate Rate on
the Class A-2B Class Certificate Balance as of such Distribution
Date plus the
portion of any previous distributions on such Class in respect of
Current
Interest or a Class A-2B Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any
Non-Supported Interest
Shortfall allocated on such Distribution Date to the Class A-2B
Certificates.
For purposes of calculating interest, principal distributions on a
Distribution
Date will be deemed to have been made on the first day of the
Accrual Period in
which such Distribution Date occurs.
Class A-2B Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class A-2B Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
A-2B Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable
law) at the
Class A-2B Certificate Rate for the related Accrual Period.
Class A-2B Margin: As of any Distribution Date, (i) on or before
the
Initial Optional Termination Date, 0.280% per annum, and (ii) after
the Initial
Optional Termination Date, 0.560% per annum.
Class A-3 Available Funds Cap: With respect to a Distribution Date,
the per
annum rate equal to the product of (i) 12, (ii) the quotient of (x)
the total
scheduled interest on the Mortgage Loans in Group 3 based on the
Net Mortgage
Rates in effect on the related Due Date, less the pro rata portion
(calculated
based on the ratio of the Stated Principal Balance of the Group 3
Mortgage Loans
to the Stated Principal Balance of the total pool of Mortgage
Loans) allocable
to the Group 3 Mortgage Loans of any Net Swap Payments or Swap
Termination
Payments (other than Defaulted Swap Termination Payments) owed to
the Swap
Counterparty for such Distribution Date, and (y) the aggregate
Stated Principal
Balance of the Mortgage Loans in Group 3 as of the first day of the
related
Accrual Period (or, in the case of the first Distribution Date, as
of the
Cut-off Date) and (iii) a fraction, the numerator of which is 30,
and the
denominator of which is the actual number of days in the related
Accrual Period.
Class A-3 Certificate: Any one of the Class A-3A, Class A-3B, Class
A-3C
and Class A-3D Certificates as designated on the face thereof
substantially in
the form annexed hereto as
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<PAGE>
Exhibit A-1, executed by the Securities Administrator and
authenticated and
delivered by the Securities Administrator, representing the right
to
distributions as set forth herein and therein.
Class A-3 Corridor Contract: The confirmation and agreement,
including the
schedule thereto, between the Securities Administrator on behalf of
the Issuing
Entity and the Cap Contract Counterparty (in the form of Exhibit
H-3 hereto).
Class A-3 Corridor Contract Notional Balance: With respect to
any
Distribution Date, the Class A-3 Corridor Contract Notional Balance
set forth
for such Distribution Date in the Class A-3 One-Month LIBOR Cap
Table attached
hereto as Exhibit H-3.
Class A-3 Lower Collar: With respect to each Distribution Date,
the
applicable per annum rate set forth under the heading "1ML Strike
Lower Collar"
in the Class A-3 One-Month LIBOR Cap Table (set forth on Exhibit
H-3).
Class A-3 Maximum Rate Cap: With respect to a Distribution Date,
the per
annum rate equal to the product of (i) 12, (ii) the quotient of (x)
the total
scheduled interest that would have been due on the Group 3 Mortgage
Loans had
the Group 3 Mortgage Loans provided for interest at their maximum
lifetime Net
Mortgage Rates less the pro rata portion (calculated based on the
ratio of the
Stated Principal Balance of the Group 3 Mortgage Loans to the
Stated Principal
Balance of the total pool of Mortgage Loans) allocable to the Group
3 Mortgage
Loans of any Net Swap Payments or Swap Termination Payments owed to
the Swap
Counterparty for such Distribution Date (other than Defaulted Swap
Termination
Payments), and (y) the aggregate Stated Principal Balance of the
Group 3
Mortgage Loans as of the first day of the related Accrual Period
(or, in the
case of the first Distribution Date, as of the Cut-off Date) and
(iii) a
fraction, the numerator of which is 30 and the denominator of which
is the
actual number of days in the related Accrual Period. The Class A-3
Maximum Rate
Cap shall relate to the Class A-3 Certificates.
Class A-3 Upper Collar: With respect to each Distribution Date with
respect
to which payments are received on the Class A-3 Corridor Contract,
a rate equal
to the lesser of One-Month LIBOR and 10.311% per annum.
Class A-3A Certificate: Any Certificate designated as a "Class
A-3A
Certificate" on the face thereof, in the form of Exhibit A-1
hereto,
representing the right to distributions as set forth herein.
Class A-3A Certificate Rate: For the first Distribution Date, 5.43%
per
annum. As of any Distribution Date thereafter, the least of (1)
One-Month LIBOR
plus the Class A-3A Margin, (2) the Class A-3 Available Funds Cap
for such
Distribution Date and (3) the Class A-3 Maximum Rate Cap for such
Distribution
Date.
Class A-3A Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class A-3A
Certificate Rate on
the Class A-3A Class Certificate Balance as of such Distribution
Date plus the
portion of any previous distributions on such Class in respect of
Current
Interest or a Class A-3A Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any Prepayment
Interest
Shortfalls allocated on such Distribution Date to the Class A-3A
Certificates.
For purposes of calculating
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<PAGE>
interest, principal distributions on a Distribution Date will be
deemed to have
been made on the first day of the Accrual Period in which such
Distribution Date
occurs.
Class A-3A Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class A-3A Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
A-3A Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable
law) at the
Class A-3A Certificate Rate for the related Accrual Period.
Class A-3A Margin: As of any Distribution Date, (i) on or before
the
Initial Optional Termination Date, 0.110% per annum, and (ii) after
the Initial
Optional Termination Date, 0.220% per annum.
Class A-3B Certificate: Any Certificate designated as a "Class
A-3B
Certificate" on the face thereof, in the form of Exhibit A-1
hereto,
representing the right to distributions as set forth herein.
Class A-3B Certificate Rate: For the first Distribution Date, 5.52%
per
annum. As of any Distribution Date thereafter, the least of (1)
One-Month LIBOR
plus the Class A-3B Margin, (2) the Class A-3 Available Funds Cap
for such
Distribution Date and (3) the Class A-3 Maximum Rate Cap for such
Distribution
Date.
Class A-3B Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class A-3B
Certificate Rate on
the Class A-3B Class Certificate Balance as of such Distribution
Date plus the
portion of any previous distributions on such Class in respect of
Current
Interest or a Class A-3B Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any Prepayment
Interest
Shortfalls allocated on such Distribution Date to the Class A-3B
Certificates.
For purposes of calculating interest, principal distributions on a
Distribution
Date will be deemed to have been made on the first day of the
Accrual Period in
which such Distribution Date occurs.
Class A-3B Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class A-3B Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
A-3B Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable
law) at the
Class A-3B Certificate Rate for the related Accrual Period.
Class A-3B Margin: As of any Distribution Date, (i) on or before
the
Initial Optional Termination Date, 0.200% per annum, and (ii) after
the Initial
Optional Termination Date, 0.400% per annum.
Class A-3C Certificate: Any Certificate designated as a "Class
A-3C
Certificate" on the face thereof, in the form of Exhibit A-1
hereto,
representing the right to distributions as set forth herein.
Class A-3C Certificate Rate: For the first Distribution Date, 5.62%
per
annum. As of any Distribution Date thereafter, the least of (1)
One-Month LIBOR
plus the Class A-3C Margin,
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<PAGE>
(2) the Class A-3 Available Funds Cap for such Distribution Date
and (3) the
Class A-3 Maximum Rate Cap for such Distribution Date.
Class A-3C Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class A-3C
Certificate Rate on
the Class A-3C Class Certificate Balance as of such Distribution
Date plus the
portion of any previous distributions on such Class in respect of
Current
Interest or a Class A-3C Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any Prepayment
Interest
Shortfalls allocated on such Distribution Date to the Class A-3C
Certificates.
For purposes of calculating interest, principal distributions on a
Distribution
Date will be deemed to have been made on the first day of the
Accrual Period in
which such Distribution Date occurs.
Class A-3C Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class A-3C Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
A-3C Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable
law) at the
Class A-3C Certificate Rate for the related Accrual Period.
Class A-3C Margin: As of any Distribution Date, (i) on or before
the
Initial Optional Termination Date, 0.300% per annum, and (ii) after
the Initial
Optional Termination Date, 0.600% per annum.
Class A-3D Certificate: Any Certificate designated as a "Class
A-3D
Certificate" on the face thereof, in the form of Exhibit A-1
hereto,
representing the right to distributions as set forth herein.
Class A-3D Certificate Rate: For the first Distribution Date, 5.62%
per
annum. As of any Distribution Date thereafter, the least of (1)
One-Month LIBOR
plus the Class A-3D Margin, (2) the Class A-3 Available Funds Cap
for such
Distribution Date and (3) the Class A-3 Maximum Rate Cap for such
Distribution
Date.
Class A-3D Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class A-3D
Certificate Rate on
the Class A-3D Class Certificate Balance as of such Distribution
Date plus the
portion of any previous distributions on such Class in respect of
Current
Interest or a Class A-3D Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any Prepayment
Interest
Shortfalls allocated on such Distribution Date to the Class A-3D
Certificates.
For purposes of calculating interest, principal distributions on a
Distribution
Date will be deemed to have been made on the first day of the
Accrual Period in
which such Distribution Date occurs.
Class A-3D Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class A-3D Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
A-3D Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable
law) at the
Class A-3D Certificate Rate for the related Accrual Period.
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<PAGE>
Class A-3D Margin: As of any Distribution Date, (i) on or before
the
Initial Optional Termination Date, 0.300% per annum, and (ii) after
the Initial
Optional Termination Date, 0.600% per annum.
Class B Certificate: Any one of the Class B-1, Class B-2 or Class
B-3
Certificates as designated on the face thereof substantially in the
form annexed
hereto as Exhibit A-2, executed by the Securities Administrator
and
authenticated and delivered by the Securities Administrator,
representing the
right to distributions as set forth herein and therein.
Class B Certificateholder: Any Holder of a Class B Certificate.
Class B-1 Certificate: Any Certificate designated as "Class B-1
Certificate
"on the face thereof in the form of Exhibit A-2 hereto,
representing the right
to distributions as set forth herein.
Class B-1 Certificate Rate: For the first Distribution Date, 6.32%
per
annum. As of any Distribution Date thereafter, the least of (1)
One-Month LIBOR
plus the Class B-1 Margin, (2) the Weighted Average Available Funds
Cap for such
Distribution Date and (3) the Weighted Average Maximum Rate Cap for
such
Distribution Date.
Class B-1 Class Certificate Balance: As of any date of
determination, the
aggregate Class Certificate Balance of the Class B-1
Certificates.
Class B-1 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class B-1
Certificate Rate on
the Class B-1 Class Certificate Balance as of such Distribution
Date plus the
portion of any previous distributions on such Class in respect of
Current
Interest or Class B-1 Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any Prepayment
Interest
Shortfalls allocated on such Distribution Date to the Class B-1
Certificates.
Class B-1 Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class B-1 Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
B-1 Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable
law) at the
Class B-1 Certificate Rate for the related Accrual Period.
Class B-1 Margin: As of any Distribution Date, (i) on or before the
Initial
Optional Termination Date, 1.000% per annum, and (ii) after the
Initial Optional
Termination Date, 1.500% per annum.
Class B-1 Principal Distribution Amount: means, with respect to
any
Distribution Date on or after the Stepdown Date, 100% of the
Principal
Distribution Amount if the aggregate Class Certificate Balance of
the Senior
Certificates and Class M Certificates has been reduced to zero and
a Stepdown
Trigger Event exists, or, as long as a Stepdown Trigger Event does
not exist,
the excess of (1) the sum of (A) the Class Certificate Balance of
the Senior
Certificates (after taking into account distributions of the Senior
Principal
Distribution Amount to the Senior Certificates for such
Distribution Date), (B)
the Class Certificate Balance of the Class M-1 Certificates (after
taking into
account distributions of the Class M-1 Principal Distribution
Amount to the
Class M-
-29-
<PAGE>
1 Certificates for such Distribution Date), (C) the Class
Certificate Balance of
the Class M-2 Certificates (after taking into account distributions
of the Class
M-2 Principal Distribution Amount to the Class M-2 Certificates for
such
Distribution Date), (D) the Class Certificate Balance of the Class
M-3
Certificates (after taking into account distributions of the Class
M-3 Principal
Distribution Amount to the Class M-3 Certificates for such
Distribution Date),
(E) the Class Certificate Balance of the Class M-4 Certificates
(after taking
into account distributions of the Class M-4 Principal Distribution
Amount to the
Class M-4 Certificates for such Distribution Date), (F) the Class
Certificate
Balance of the Class M-5 Certificates (after taking into account
distributions
of the Class M-5 Principal Distribution Amount to the Class M-5
Certificates for
such Distribution Date), (G) the Class Certificate Balance of the
Class M-6
Certificates (after taking into account distributions of the Class
M-6 Principal
Distribution Amount to the Class M-6 Certificates for such
Distribution Date)
and (H) the Class Certificate Balance of the Class B-1 Certificates
immediately
prior to such Distribution Date over (2) the lesser of (A) 96.50%
of the
aggregate Stated Principal Balance of the Mortgage Loans as of such
Distribution
Date and (B) the excess of the aggregate Stated Principal Balance
of the
Mortgage Loans as of as of such Distribution Date over the Minimum
Required
Overcollateralization Amount. Notwithstanding the above, (1) on any
Distribution
Date prior to the Stepdown Date on which the aggregate Class
Certificate Balance
of the Senior Certificates and Class M Certificates has been
reduced to zero,
the Class B-1 Principal Distribution Amount will equal the lesser
of (A) the
outstanding Class Certificate Balance of the Class B-1 Certificates
and (B) 100%
of the Principal Distribution Amount remaining after any
distributions on the
Senior Certificates and Class M Certificates and (2) in no event
will the Class
B-1 Principal Distribution Amount with respect to any Distribution
Date exceed
the Class Certificate Balance of the Class B-1 Certificates.
Class B-2 Certificate: Any Certificate designated as "Class B-2
Certificate
"on the face thereof in the form of Exhibit A-2 hereto,
representing the right
to distributions as set forth herein.
Class B-2 Certificate Rate: For the first Distribution Date, 6.52%
per
annum. As of any Distribution Date thereafter, the least of (1)
One-Month LIBOR
plus the Class B-2 Margin, (2) the Weighted Average Available Funds
Cap for such
Distribution Date and (3) the Weighted Average Maximum Rate Cap for
such
Distribution Date.
Class B-2 Class Certificate Balance: As of any date of
determination, the
aggregate Class Certificate Balance of the Class B-2
Certificates.
Class B-2 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class B-2
Certificate Rate on
the Class B-2 Class Certificate Balance as of such Distribution
Date plus the
portion of any previous distributions on such Class in respect of
Current
Interest or Class B-2 Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any Prepayment
Interest
Shortfalls allocated on such Distribution Date to the Class B-2
Certificates.
Class B-2 Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class B-2 Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
B-2 Certificates with respect to interest on such
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<PAGE>
prior Distribution Dates and (2) interest on such excess (to the
extent
permitted by applicable law) at the Class B-2 Certificate Rate for
the related
Accrual Period.
Class B-2 Margin: As of any Distribution Date, (i) on or before the
Initial
Optional Termination Date, 1.200% per annum, and (ii) after the
Initial Optional
Termination Date, 1.800% per annum.
Class B-2 Principal Distribution Amount: With respect to any
Distribution
Date on or after the Stepdown Date, 100% of the Principal
Distribution Amount if
the aggregate Class Certificate Balance of the Class A, Class M and
Class B-1
Certificates has been reduced to zero and a Stepdown Trigger Event
exists, or,
as long as a Stepdown Trigger Event does not exist, the excess of
(1) the sum of
(A) the Class Certificate Balance of the Senior Certificates (after
taking into
account distributions of the Senior Principal Distribution Amount
to the Senior
Certificates for such Distribution Date), (B) the Class Certificate
Balance of
the Class M-1 Certificates (after taking into account distributions
of the Class
M-1 Principal Distribution Amount to the Class M-1 Certificates for
such
Distribution Date), (C) the Class Certificate Balance of the Class
M-2
Certificates (after taking into account distributions of the Class
M-2 Principal
Distribution Amount to the Class M-2 Certificates for such
Distribution Date),
(D) the Class Certificate Balance of the Class M-3 Certificates
(after taking
into account distributions of Class M-3 Principal Distribution
Amount to the
Class M-3 Certificates for such Distribution Date), (E) the Class
Certificate
Balance of the Class M-4 Certificates (after taking into account
distributions
of the Class M-4 Principal Distribution Amount to the Class M-4
Certificates for
such Distribution Date), (F) the Class Certificate Balance of the
Class M-5
Certificates (after taking into account distributions of the Class
M-5 Principal
Distribution Amount to the Class M-5 Certificates for such
Distribution Date),
(G) the Class Certificate Balance of the Class M-6 Certificates
(after taking
into account distributions of the Class M-6 Principal Distribution
Amount to the
Class M-6 Certificates for such Distribution Date), (H) the Class
Certificate
Balance of the Class B-1 Certificates (after taking into account
distributions
of the Class B-1 Principal Distribution Amount to the Class B-1
Certificates for
such Distribution Date), and (I) the Class Certificate Balance of
the Class B-2
Certificates immediately prior to such Distribution Date over (2)
the lesser of
(A) 97.20% of the aggregate Stated Principal Balance of the
Mortgage Loans as of
such Distribution Date and (B) the excess of the aggregate Stated
Principal
Balance of the Mortgage Loans as of such Distribution Date over the
Minimum
Required Overcollateralization Amount. Notwithstanding the above,
(1) on any
Distribution Date prior to the Stepdown Date on which the aggregate
Class
Certificate Balance of the Class A, Class M and Class B-1
Certificates has been
reduced to zero, the Class B-2 Principal Distribution Amount will
equal the
lesser of (A) the outstanding Class Certificate Balance of the
Class B-2
Certificates and (B) 100% of the Principal Distribution Amount
remaining after
any distributions on the Class A, Class M and Class B-1
Certificates and (2) in
no event will the Class B-2 Principal Distribution Amount with
respect to any
Distribution Date exceed the Class Certificate Balance of the Class
B-2
Certificates.
Class B-3 Certificate: Any Certificate designated as "Class B-3
Certificate
"on the face thereof in the form of Exhibit A-2 hereto,
representing the right
to distributions as set forth herein.
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<PAGE>
Class B-3 Certificate Rate: For the first Distribution Date, 6.72%
per
annum. As of any Distribution Date thereafter, the least of (1)
One-Month LIBOR
plus the Class B-3 Margin, (2) the Weighted Average Available Funds
Cap for such
Distribution Date and (3) the Weighted Average Maximum Rate Cap for
such
Distribution Date.
Class B-3 Class Certificate Balance: As of any date of
determination, the
aggregate Class Certificate Balance of the Class B-3
Certificates.
Class B-3 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class B-3
Certificate Rate on
the Class B-3 Class Certificate Balance as of such Distribution
Date plus the
portion of any previous distributions on such Class in respect of
Current
Interest or Class B-3 Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any Prepayment
Interest
Shortfalls allocated on such Distribution Date to the Class B-3
Certificates.
Class B-3 Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class B-3 Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
B-3 Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable
law) at the
Class B-3 Certificate Rate for the related Accrual Period.
Class B-3 Margin: As of any Distribution Date, (i) on or before the
Initial
Optional Termination Date, 1.400% per annum, and (ii) after the
Initial Optional
Termination Date, 2.100% per annum.
Class B-3 Principal Distribution Amount: With respect to any
Distribution
Date on or after the Stepdown Date, 100% of the Principal
Distribution Amount if
the aggregate Class Certificate Balance of the Class A, Class M,
Class B-1 and
Class B-2 Certificates has been reduced to zero and a Stepdown
Trigger Event
exists, or, as long as a Stepdown Trigger Event does not exist, the
excess of
(1) the sum of (A) the Class Certificate Balance of the Senior
Certificates
(after taking into account distributions of the Senior Principal
Distribution
Amount to the Senior Certificates for such Distribution Date), (B)
the Class
Certificate Balance of the Class M-1 Certificates (after taking
into account
distributions of the Class M-1 Principal Distribution Amount to the
Class M-1
Certificates for such Distribution Date), (C) the Class Certificate
Balance of
the Class M-2 Certificates (after taking into account distributions
of the Class
M-2 Principal Distribution Amount to the Class M-2 Certificates for
such
Distribution Date), (D) the Class Certificate Balance of the Class
M-3
Certificates (after taking into account distributions of Class M-3
Principal
Distribution Amount to the Class M-3 Certificates for such
Distribution Date),
(E) the Class Certificate Balance of the Class M-4 Certificates
(after taking
into account distributions of the Class M-4 Principal Distribution
Amount to the
Class M-4 Certificates for such Distribution Date), (F) the Class
Certificate
Balance of the Class M-5 Certificates (after taking into account
distributions
of the Class M-5 Principal Distribution Amount to the Class M-5
Certificates for
such Distribution Date), (G) the Class Certificate Balance of the
Class M-6
Certificates (after taking into account distributions of the Class
M-6 Principal
Distribution Amount to the Class M-6 Certificates for such
Distribution Date),
(H) the Class Certificate Balance of the Class B-1 Certificates
(after taking
into account distributions of the Class B-1 Principal Distribution
Amount to the
Class B-1 Certificates for such Distribution
-32-
<PAGE>
Date), (I) the Class Certificate Balance of the Class B-2
Certificates (after
taking into account distributions of the Class B-2 Principal
Distribution Amount
to the Class B-2 Certificates for such Distribution Date), and (J)
the Class
Certificate Balance of the Class B-3 Certificates immediately prior
to such
Distribution Date over (2) the lesser of (A) 98.20% of the
aggregate Stated
Principal Balance of the Mortgage Loans as of such Distribution
Date and (B) the
excess of the aggregate Stated Principal Balance of the Mortgage
Loans as of
such Distribution Date over the Minimum Required
Overcollateralization Amount.
Notwithstanding the above, (1) on any Distribution Date prior to
the Stepdown
Date on which the aggregate Class Certificate Balance of the Class
A, Class M,
Class B-1 and Class B-2 Certificates has been reduced to zero, the
Class B-3
Principal Distribution Amount will equal the lesser of (A) the
outstanding Class
Certificate Balance of the Class B-3 Certificates and (B) 100% of
the Principal
Distribution Amount remaining after any distributions on the Class
A, Class M,
Class B-1 and Class B-2 Certificates and (2) in no event will the
Class B-3
Principal Distribution Amount with respect to any Distribution Date
exceed the
Class Certificate Balance of the Class B-3 Certificates.
Class C Applied Realized Loss Amount: As of any Distribution Date,
the sum
of all Realized Loss Amounts with respect to the Mortgage Loans
which have been
applied to the reduction of the Class Certificate Balance of the
Class C
Certificates.
Class C Certificate: Any Certificate designated as a "Class C
Certificate"
on the face thereof, in the form of Exhibit A-5 hereto,
representing the right
to distributions as set forth herein.
Class C Class Certificate Balance: As of any date of determination,
the
aggregate Class Certificate Balance of the Class C
Certificates.
Class C Current Interest: As of any Distribution Date, the interest
accrued
during the related Accrual Period at the Class C Distributable
Interest Rate on
a notional amount equal to the aggregate principal balance of the
Lower Tier
REMIC Regular Interests immediately prior to such Distribution
Date, plus the
interest portion of any previous distributions on such Class that
is recovered
as a voidable preference by a trustee in bankruptcy, less any
Prepayment
Interest Shortfalls allocated on such Distribution Date to the
Class C
Certificates.
Class C Distributable Interest Rate: The excess, if any, of (a)
the
weighted average of the interest rates on the Lower Tier REMIC
Regular Interests
(other than the Class LT-IO Interest) over (b) two times the
weighted average of
the interest rates on the Lower Tier REMIC I Marker Interests and
the Class LTIX
Interest (treating for purposes of this clause (b) the interest
rate on each of
the Lower Tier REMIC I Marker Interests as being subject to a cap
and a floor
equal to the interest rate of the Corresponding REMIC Regular
Interest of the
Corresponding Certificates (as adjusted, if necessary, to reflect
the length of
the Accrual Period for the LIBOR Certificates) and treating the
Class LTIX
Interest as being capped at zero). The averages described in the
preceding
sentence shall be weighted on the basis of the respective principal
balances of
the Lower Tier REMIC Regular Interests immediately prior to any
date of
determination.
Class C Interest Carry Forward Amount: As of any Distribution Date,
the
excess of (A) the Class C Current Interest with respect to prior
Distribution
Dates over (B) the amount actually distributed to the Class C
Certificates with
respect to interest on such prior Distribution Dates or
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<PAGE>
added to the aggregate Class Certificate Balance of the Class C
Certificates
(other than amounts so added attributable to Subsequent Recoveries
or proceeds
of the Swap Agreement or Cap Contract).
Class C Unpaid Realized Loss Amount: As of any Distribution Date,
the
excess of (1) the Class C Applied Realized Loss Amount over (2) the
sum of (x)
all distributions in reduction of the Class C Unpaid Realized Loss
Amounts on
all previous Distribution Dates and (y) all increases in the Class
Certificate
Balance of such Class C Certificates (A) pursuant to the last
sentence of the
definition of "Class Certificate Balance" or (B) attributable to
distributions
of proceeds of the Swap Agreement or Cap Contract.
Class Certificate Balance: As to any Certificate and as of any
Distribution
Date, the Initial Class Certificate Balance of such Certificate
less the sum of
(1) all amounts distributed with respect to such Certificate in
reduction of the
Class Certificate Balance thereof on previous Distribution Dates
pursuant to
Section 6.01, and (2) any Realized Loss Amounts allocated to such
Certificate on
previous Distribution Dates pursuant to Section 6.01(j). On each
Distribution
Date, after all distributions of principal on such Distribution
Date, a portion
of the Class C Interest Carry Forward Amount in an amount equal to
the excess of
the Overcollateralization Amount on such Distribution Date over
the
Overcollateralization Amount as of the preceding Distribution Date
(or, in the
case of the first Distribution Date, the initial
Overcollateralization Amount
(based on the Stated Principal Balance of the Mortgage Loans as of
the Cut-Off
Date)) will be added to the aggregate Class Certificate Balance of
the Class C
Certificates (on a pro rata basis). Notwithstanding the immediately
preceding
sentence, however, to the extent any excess referred to in the
immediately
preceding sentence is attributable to distributions of proceeds of
the Swap
Agreement or Cap Contract, such sentence shall be applied by
substituting "Class
C Unpaid Realized Loss Amount" for "Class C Interest Carry Forward
Amount".
Notwithstanding the foregoing on any Distribution Date relating to
a Due Period
in which a Subsequent Recovery has been received by the related
Servicer, the
Class Certificate Balance of any Class of Certificates then
outstanding for
which any Realized Loss Amount has been allocated will be
increased, in order of
seniority, by an amount equal to the lesser of (i) the Unpaid
Realized Loss
Amount for such Class of Certificates and (ii) the total of any
Subsequent
Recovery distributed on such date to the Certificateholders
(reduced by the
amount of the increase in the Class Certificate Balance of any more
senior Class
of Certificates pursuant to this sentence on such Distribution
Date).
Class LT-IO Interest: An uncertificated regular interest in the
Lower Tier
REMIC with the characteristics set forth in the description of the
Lower Tier
REMIC in the Preliminary Statement.
Class LTA-1 Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 1/4 of the initial
principal
balance of its Corresponding Certificates and an interest rate
equal to the Net
Rate.
Class LTA-2A Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 1/4 of the initial
principal
balance of its Corresponding Certificate and an interest rate equal
to the Net
Rate.
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<PAGE>
Class LTA-2B Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 1/4 of the initial
principal
balance of its Corresponding Certificate and an interest rate equal
to the Net
Rate.
Class LTA-3A Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 1/4 of the initial
principal
balance of its Corresponding Certificate and an interest rate equal
to the Net
Rate.
Class LTA-3B Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 1/4 of the initial
principal
balance of its Corresponding Certificate and an interest rate equal
to the Net
Rate.
Class LTA-3C Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 1/4 of the initial
principal
balance of its Corresponding Certificate and an interest rate equal
to the Net
Rate.
Class LTA-3D Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 1/4 of the initial
principal
balance of its Corresponding Certificate and an interest rate equal
to the Net
Rate.
Class LTB-1 Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 1/4 of the initial
principal
balance of its Corresponding Certificate and an interest rate equal
to the Net
Rate.
Class LTB-2 Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 1/4 of the initial
principal
balance of its Corresponding Certificate and an interest rate equal
to the Net
Rate.
Class LTB-3 Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 1/4 of the initial
principal
balance of its Corresponding Certificate and an interest rate equal
to the Net
Rate.
Class LTIX Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to the excess of (i)
50% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date
over (ii) the initial principal balance of the Lower Tier REMIC I
Marker
Interests, and with an interest rate equal to the Net Rate.
Class LTII1A Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 0.05% of the
excess of (i) the
aggregate Stated Principal Balance of the Group 1 Mortgage Loans as
of the
Cut-off Date over (ii) the aggregate of the initial Class
Certificate Balances
of the Group 1 Certificates, and with an interest rate equal to the
Net Rate.
Class LTII1B Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 0.05% of the
aggregate Stated
Principal Balance of the Group 1 Mortgage Loans as of the Cut-off
Date, and with
an interest rate equal to the rate set forth in footnote 11 to the
description
of the Lower Tier REMIC in the Preliminary Statement.
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<PAGE>
Class LTII2A Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 0.05% of the
excess of (i) the
aggregate Stated Principal Balance of the Group 2 Mortgage Loans as
of the
Cut-off Date over (ii) the aggregate of the initial Class
Certificate Balances
of the Group 2 Certificates, and with an interest rate equal to the
Net Rate.
Class LTII2B Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 0.05% of the
aggregate Stated
Principal Balance of the Group 2 Mortgage Loans as of the Cut-off
Date, and with
an interest rate equal to the rate set forth in footnote 12 to the
description
of the Lower Tier REMIC in the Preliminary Statement.
Class LTII3A Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 0.05% of the
excess of (i) the
aggregate Stated Principal Balance of the Group 3 Mortgage Loans as
of the
Cut-off Date over (ii) the aggregate of the initial Class
Certificate Balances
of the Group 3 Certificates, and with an interest rate equal to the
Net Rate.
Class LTII3B Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 0.05% of the
aggregate Stated
Principal Balance of the Group 3 Mortgage Loans as of the Cut-off
Date, and with
an interest rate equal to the rate set forth in footnote 13 to the
description
of the Lower Tier REMIC in the Preliminary Statement.
Class LTIIX Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to the excess of (i)
50% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date
over (ii) the initial principal balance of the Lower Tier REMIC II
Marker
Interests, and with an interest rate equal to the Net Rate.
Class LTM-1 Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 1/4 of the initial
principal
balance of its Corresponding Certificate and an interest rate equal
to the Net
Rate.
Class LTM-2 Interest:
An uncertificated regular interest in the Lower Tier
REMIC with an initial principal balance equal to 1/4 of the initial
principal
balance of its Corresponding Certificate and an interest rate equal
to the Net
Rate.
Class LTM-3 Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 1/4 of the initial
principal
balance of its Corresponding Certificate and an interest rate equal
to the Net
Rate.
Class LTM-4 Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 1/4 of the initial
principal
balance of its Corresponding Certificate and an interest rate equal
to the Net
Rate.
Class LTM-5 Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 1/4 of the initial
principal
balance of its Corresponding Certificate and an interest rate equal
to the Net
Rate.
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<PAGE>
Class LTM-6 Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 1/4 of the initial
principal
balance of its Corresponding Certificate and an interest rate equal
to the Net
Rate.
Class LTR Interest: The sole class of "residual interest" in the
Lower Tier
REMIC.
Class M Certificate: Any one of the Class M-1, Class M-2, Class
M-3, Class
M-4, Class M-5 and Class M-6 Certificates as designated on the face
thereof
substantially in the form annexed hereto as Exhibit A-1, executed
by the
Securities Administrator and authenticated and delivered by the
Securities
Administrator, representing the right to distributions as set forth
herein and
therein.
Class M Certificateholder: Any Holder of a Class M Certificate.
Class M-1 Certificate: Any Certificate designated as a "Class
M-1
Certificate" on the face thereof, in the form of Exhibit A-1
hereto,
representing the right to distributions as set forth herein.
Class M-1 Certificate Rate: For the first Distribution Date, 5.63%
per
annum. As of any Distribution Date thereafter, the least of (1)
One-Month LIBOR
plus the Class M-1 Margin, (2) the Weighted Average Available Funds
Cap for such
Distribution Date and (3) the Weighted Average Maximum Rate Cap for
such
Distribution Date.
Class M-1 Class Certificate Balance: As of any date of
determination, the
aggregate Class Certificate Balance of the Class M-1
Certificates.
Class M-1 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class M-1
Certificate Rate on
the Class M-1 Class Certificate Balance as of such Distribution
Date plus the
portion of any previous distributions on such Class in respect of
Current
Interest or Class M-1 Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any Prepayment
Interest
Shortfalls allocated on such Distribution Date to the Class M-1
Certificates.
Class M-1 Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class M-1 Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
M-1 Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable
law) at the
Class M-1 Certificate Rate for the related Accrual Period.
Class M-1 Margin: As of any Distribution Date, (i) on or before the
Initial
Optional Termination Date, 0.310% per annum, and (ii) after the
Initial Optional
Termination Date, 0.4650% per annum.
Class M-1 Principal Distribution Amount: with respect to any
Distribution
Date on or after the Stepdown Date, 100% of the Principal
Distribution Amount if
the aggregate Class Certificate Balance of the Senior Certificates
has been
reduced to zero and a Stepdown Trigger Event exists, or, as long as
a Stepdown
Trigger Event does not exist, the excess of (1) the sum of (A) the
aggregate
Class Certificate Balance of the Senior Certificates (after taking
into account
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distributions of the Senior Principal Distribution Amount to the
Senior
Certificates for such Distribution Date) and (B) the Class
Certificate Balance
of the Class M-1 Certificates immediately prior to such
Distribution Date over
(2) the lesser of (A) 91.00% of the aggregate Stated Principal
Balance of the
Mortgage Loans as of such Distribution Date and (B) the excess of
the aggregate
Stated Principal Balance of the Mortgage Loans as of such
Distribution Date over
the Minimum Required Overcollateralization Amount. Notwithstanding
the above,
(1) on any Distribution Date prior to the Stepdown Date on which
the aggregate
Class Certificate Balance of the Senior Certificates has been
reduced to zero,
the Class M-1 Principal Distribution Amount will equal the lesser
of (A) the
outstanding Class Certificate Balance of the Class M-1 Certificates
and (B) 100%
of the Principal Distribution Amount remaining after any
distributions on the
Senior Certificates and (2) in no event will the Class M-1
Principal
Distribution Amount with respect to any Distribution Date exceed
the Class
Certificate Balance of the Class M-1 Certificates.
Class M-2 Certificate: Any Certificate designated as a "Class
M-2
Certificate" on the face thereof, in the form of Exhibit A-1
hereto,
representing the right to distributions as set forth herein.
Class M-2 Certificate Rate: For the first Distribution Date, 5.64%
per
annum. As of any Distribution Date thereafter, the least of (1)
One-Month LIBOR
plus the Class M-2 Margin, (2) the Weighted Average Available Funds
Cap for such
Distribution Date and (3) the Weighted Average Maximum Rate Cap for
such
Distribution Date.
Class M-2 Class
Certificate Balance: As of any date of determination, the
aggregate Class Certificate Balance of the Class M-2
Certificates.
Class M-2 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class M-2
Certificate Rate on
the Class M-2 Class Certificate Balance as of such Distribution
Date plus the
portion of any previous distributions on such Class in respect of
Current
Interest or Class M-2 Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any Prepayment
Interest
Shortfalls allocated on such Distribution Date to the Class M-2
Certificates.
Class M-2 Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class M-2 Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
M-2 Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable
law) at the
Class M-2 Certificate Rate for the related Accrual Period.
Class M-2 Margin: As of any Distribution Date, (i) on or before the
Initial
Optional Termination Date, 0.320% per annum, and (ii) after the
Initial Optional
Termination Date, 0.480% per annum.
Class M-2 Principal Distribution Amount: with respect to any
Distribution
Date on or after the Stepdown Date, 100% of the Principal
Distribution Amount if
the Class Certificate Balance of each class of Senior Certificates
and Class M-1
Certificates has been reduced to zero and a Stepdown Trigger Event
exists, or,
as long as a Stepdown Trigger Event does not exist, the
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<PAGE>
excess of (1) the sum of (A) the aggregate Class Certificate
Balance of the
Senior Certificates (after taking into account distributions of the
Senior
Principal Distribution Amount to the Senior Certificates for such
Distribution
Date), (B) the Class Certificate Balance of the Class M-1
Certificates (after
taking into account distributions of the Class M-1 Principal
Distribution Amount
to the Class M-1 Certificates for such Distribution Date) and (C)
the Class
Certificate Balance of the Class M-2 Certificates immediately prior
to such
Distribution Date over (2) the lesser of (A) 92.00% of the
aggregate Stated
Principal Balance of the Mortgage Loans as of such Distribution
Date and (B) the
excess of the aggregate Stated Principal Balance of the Mortgage
Loans as of
such Distribution Date over the Minimum Required
Overcollateralization Amount.
Notwithstanding the above, (1) on any Distribution Date prior to
the Stepdown
Date on which the aggregate Class Certificate Balance of the Senior
Certificates
and the Class M-1 Certificates has been reduced to zero, the Class
M-2 Principal
Distribution Amount will equal the lesser of (A) the outstanding
Class
Certificate Balance of the Class M-2 Certificates and (B) 100% of
the Principal
Distribution Amount remaining after any distributions on the Senior
Certificates
and Class M-1 Certificates and (2) in no event will the Class M-2
Principal
Distribution Amount with respect to any Distribution Date exceed
the Class
Certificate Balance of the Class M-2 Certificates
Class M-3 Certificate: Any Certificate designated as a "Class
M-3
Certificate" on the face thereof, in the form of Exhibit A-1
hereto,
representing the right to distributions as set forth herein.
Class M-3 Certificate Rate: For the first Distribution Date, 5.66%
per
annum. As of any Distribution Date thereafter, the least of (1)
One-Month LIBOR
plus the Class M-3 Margin, (2) the Weighted Average Available Funds
Cap for such
Distribution Date and (3) the Weighted Average Maximum Rate Cap for
such
Distribution Date.
Class M-3 Class Certificate Balance: As of any date of
determination, the
aggregate Class Certificate Balance of the Class M-3
Certificates.
Class M-3 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class M-3
Certificate Rate on
the Class M-3 Class Certificate Balance as of such Distribution
Date plus the
portion of any previous distributions on such Class in respect of
Current
Interest or Class M-3 Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any Prepayment
Interest
Shortfalls allocated on such Distribution Date to the Class M-3
Certificates.
Class M-3 Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class M-3 Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
M-3 Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable
law) at the
Class M-3 Certificate Rate for the related Accrual Period.
Class M-3 Margin: As of any Distribution Date, (i) on or before the
Initial
Optional Termination Date, 0.340% per annum, and (ii) after the
Initial Optional
Termination Date, 0.510% per annum.
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<PAGE>
Class M-3 Principal Distribution Amount: with respect to any
Distribution
Date on or after the Stepdown Date, 100% of the Principal
Distribution Amount if
the Class Certificate Balance of each class of Class A, Class M-1
and Class M-2
Certificates has been reduced to zero and a Stepdown Trigger Event
exists, or,
as long as a Stepdown Trigger Event does not exist, the excess of
(1) the sum of
(A) the aggregate Class Certificate Balance of the Senior
Certificates (after
taking into account distributions of the Senior Principal
Distribution Amount to
the Senior Certificates for such Distribution Date), (B) the Class
Certificate
Balance of the Class M-1 Certificates (after taking into account
distributions
of the Class M-1 Principal Distribution Amount to the Class M-1
Certificates for
such Distribution Date), (C) the Class Certificate Balance of the
Class M-2
Certificates (after taking into account distributions of the Class
M-2 Principal
Distribution Amount to the Class M-2 Certificates for such
Distribution Date)
and (D) the Class Certificate Balance of the Class M-3 Certificates
immediately
prior to such Distribution Date over (2) the lesser of (A) 93.00%
of the
aggregate Stated Principal Balance of the Mortgage Loans as of such
Distribution
Date and (B) the excess of the aggregate Stated Principal Balance
of the
Mortgage Loans as of such Distribution Date over the Minimum
Required
Overcollateralization Amount. Notwithstanding the above, (1) on any
Distribution
Date prior to the Stepdown Date on which the aggregate Class
Certificate Balance
of the Class A, Class M-1 and Class M-2 Certificates has been
reduced to zero,
the Class M-3 Principal Distribution Amount will equal the lesser
of (A) the
outstanding Class Certificate Balance of the Class M-3 Certificates
and (B) 100%
of the Principal Distribution Amount remaining after any
distributions on the
Class A, Class M-1 and Class M-2 Certificates and (2) in no event
will the Class
M-3 Principal Distribution Amount with respect to any Distribution
Date exceed
the Class Certificate Balance of the Class M-3 Certificates.
Class M-4 Certificate: Any Certificate designated as a "Class
M-4
Certificate" on the face thereof, in the form of Exhibit A-1
hereto,
representing the right to distributions as set forth herein.
Class M-4 Certificate Rate: For the first Distribution Date, 5.71%
per
annum. As of any Distribution Date thereafter, the least of (1)
One-Month LIBOR
plus the Class M-4 Margin, (2) the Weighted Average Available Funds
Cap for such
Distribution Date and (3) the Weighted Average Maximum Rate Cap for
such
Distribution Date.
Class M-4 Class Certificate Balance: As of any date of
determination, the
aggregate Class Certificate Balance of the Class M-4
Certificates.
Class M-4 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class M-4
Certificate Rate on
the Class M-4 Class Certificate Balance as of such Distribution
Date plus the
portion of any previous distributions on such Class in respect of
Current
Interest or Class M-4 Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any Prepayment
Interest
Shortfalls allocated on such Distribution Date to the Class M-4
Certificates.
Class M-4 Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class M-4 Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
M-4 Certificates with respect to interest on such
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<PAGE>
prior Distribution Dates and (2) interest on such excess (to the
extent
permitted by applicable law) at the Class M-4 Certificate Rate for
the related
Accrual Period.
Class M-4 Margin: As of any Distribution Date, (i) on or before the
Initial
Optional Termination Date, 0.3900% per annum, and (ii) after the
Initial
Optional Termination Date, 0.5850% per annum.
Class M-4 Principal Distribution Amount: with respect to any
Distribution
Date on or after the Stepdown Date, 100% of the Principal
Distribution Amount if
the Class Certificate Balance of each class of Class A, Class M-1,
Class M-2 and
Class M-3 Certificates has been reduced to zero and a Stepdown
Trigger Event
exists, or, as long as a Stepdown Trigger Event does not exist, the
excess of
(1) the sum of (A) the aggregate Class Certificate Balance of the
Senior
Certificates (after taking into account distributions of the Senior
Principal
Distribution Amount to the Senior Certificates for such
Distribution Date), (B)
the Class Certificate Balance of the Class M-1 Certificates (after
taking into
account distributions of the Class M-1 Principal Distribution
Amount to the
Class M-1 Certificates for such Distribution Date), (C) the Class
Certificate
Balance of the Class M-2 Certificates (after taking into account
distributions
of the Class M-2 Principal Distribution Amount to the Class M-2
Certificates for
such Distribution Date), (D) the Class Certificate Balance of the
Class M-3
Certificates (after taking into account distributions of the Class
M-3 Principal
Distribution Amount to the Class M-3 Certificates for such
Distribution Date)
and (E) the Class Certificate Balance of the Class M-4 Certificates
immediately
prior to such Distribution Date over (2) the lesser of (A) 94.00%
of the
aggregate Stated Principal Balance of the Mortgage Loans as of such
Distribution
Date and (B) the excess of the aggregate Stated Principal Balance
of the
Mortgage Loans as of such Distribution Date over the Minimum
Required
Overcollateralization Amount. Notwithstanding the above, (1) on any
Distribution
Date prior to the Stepdown Date on which the aggregate Class
Certificate Balance
of the Class A, Class M-1, Class M-2 and Class M-3 Certificates has
been reduced
to zero, the Class M-4 Principal Distribution Amount will equal the
lesser of
(A) the outstanding Class Certificate Balance of the Class M-4
Certificates and
(B) 100% of the Principal Distribution Amount remaining after any
distributions
on the Class A, Class M-1, Class M-2 and Class M-3 Certificates and
(2) in no
event will the Class M-4 Principal Distribution Amount with respect
to any
Distribution Date exceed the Class Certificate Balance of the Class
M-4
Certificates.
Class M-5 Certificate: Any Certificate designated as a "Class
M-5
Certificate" on the face thereof, in the form of Exhibit A-1
hereto,
representing the right to distributions as set forth herein.
Class M-5 Certificate Rate: For the first Distribution Date, 5.73%
per
annum. As of any Distribution Date thereafter, the least of (1)
One-Month LIBOR
plus the Class M-5 Margin, (2) the Weighted Average Available Funds
Cap for such
Distribution Date and (3) the Weighted Average Maximum Rate Cap for
such
Distribution Date.
Class M-5 Class Certificate Balance: As of any date of
determination, the
aggregate Class Certificate Balance of the Class M-5
Certificates.
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<PAGE>
Class M-5 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class M-5
Certificate Rate on
the Class M-5 Class Certificate Balance as of such Distribution
Date plus the
portion of any previous distributions on such Class in respect of
Current
Interest or Class M-5 Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any Prepayment
Interest
Shortfalls allocated on such Distribution Date to the Class M-5
Certificates.
Class M-5 Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class M-5 Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
M-5 Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable
law) at the
Class M-5 Certificate Rate for the related Accrual Period.
Class M-5 Margin: Means As of any Distribution Date, (i) on or
before the
Initial Optional Termination Date, 0.4100% per annum, and (ii)
after the Initial
Optional Termination Date, 0.6150% per annum.
Class M-5 Principal Distribution Amount: With respect to any
Distribution
Date on or after the Stepdown Date, 100% of the Principal
Distribution Amount if
the Class Certificate Balance of each class of Class A, Class M-1,
Class M-2,
Class M-3 and Class M-4 Certificates has been reduced to zero and a
Stepdown
Trigger Event exists, or, as long as a Stepdown Trigger Event does
not exist,
the excess of (1) the sum of (A) the aggregate Class Certificate
Balance of the
Senior Certificates (after taking into account distributions of the
Senior
Principal Distribution Amount to the Senior Certificates for such
Distribution
Date), (B) the Class Certificate Balance of the Class M-1
Certificates (after
taking into account distributions of the Class M-1 Principal
Distribution Amount
to the Class M-1 Certificates for such Distribution Date), (C) the
Class
Certificate Balance of the Class M-2 Certificates (after taking
into account
distributions of the Class M-2 Principal Distribution Amount to the
Class M-2
Certificates for such Distribution Date), (D) the Class Certificate
Balance of
the Class M-3 Certificates (after taking into account distributions
of the Class
M-3 Principal Distribution Amount to the Class M-3 Certificates for
such
Distribution Date), (E) the Class Certificate Balance of the Class
M-4
Certificates (after taking into account distributions of the Class
M-4 Principal
Distribution Amount to the Class M-4 Certificates for such
Distribution Date)
and (F) the Class Certificate Balance of the Class M-5 Certificates
immediately
prior to such Distribution Date over (2) the lesser of (A) 95.00%
of the
aggregate Stated Principal Balance of the Mortgage Loans as of such
Distribution
Date and (B) the excess of the aggregate Stated Principal Balance
of the
Mortgage Loans as of such Distribution Date over the Minimum
Required
Overcollateralization Amount. Notwithstanding the above, (1) on any
Distribution
Date prior to the Stepdown Date on which the aggregate Class
Certificate Balance
of the Class A, Class M-1, Class M-2, Class M-3 and Class M-4
Certificates has
been reduced to zero, the Class M-5 Principal Distribution Amount
will equal the
lesser of (A) the outstanding Class Certificate Balance of the
Class M-5
Certificates and (B) 100% of the Principal Distribution Amount
remaining after
any distributions on the Class A, Class M-1, Class M-2, Class M-3
and Class M-4
Certificates and (2) in no event will the Class M-5 Principal
Distribution
Amount with respect to any Distribution Date exceed the Class
Certificate
Balance of the Class M-5 Certificates.
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Class M-6 Certificate: Any Certificate designated as a "Class
M-6
Certificate" on the face thereof, in the form of Exhibit A-1
hereto,
representing the right to distributions as set forth herein.
Class M-6 Certificate
Rate: For the first Distribution Date, 5.80% per
annum. As of any Distribution Date thereafter, the least of (1)
One-Month LIBOR
plus the Class M-6 Margin, (2) the Weighted Average Available Funds
Cap for such
Distribution Date and (3) the Weighted Average Maximum Rate Cap for
such
Distribution Date.
Class M-6 Class Certificate Balance: As of any date of
determination, the
aggregate Class Certificate Balance of the Class M-6
Certificates.
Class M-6 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class M-6
Certificate Rate on
the Class M-6 Class Certificate Balance as of such Distribution
Date plus the
portion of any previous distributions on such Class in respect of
Current
Interest or Class M-6 Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any Prepayment
Interest
Shortfalls allocated on such Distribution Date to the Class M-6
Certificates.
Class M-6 Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class M-6 Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
M-6 Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable
law) at the
Class M-6 Certificate Rate for the related Accrual Period.
Class M-6 Margin: As of any Distribution Date, (i) on or before the
Initial
Optional Termination Date, 0.480% per annum, and (ii) after the
Initial Optional
Termination Date, 0.720% per annum.
Class M-6 Principal Distribution Amount: with respect to any
Distribution
Date on or after the Stepdown Date, 100% of the Principal
Distribution Amount if
the Class Certificate Balance of each class of Class A, Class M-1,
Class M-2,
Class M-3, Class M-4 and Class M-5 Certificates has been reduced to
zero and a
Stepdown Trigger Event exists, or, as long as a Stepdown Trigger
Event does not
exist, the excess of (1) the sum of (A) the aggregate Class
Certificate Balance
of the Senior Certificates (after taking into account distributions
of the
Principal Distribution Amount to the Senior Certificates for such
Distribution
Date), (B) the Class Certificate Balance of the Class M-1
Certificates (after
taking into account distributions of the Class M-1 Principal
Distribution Amount
to the Class M-1 Certificates for such Distribution Date), (C) the
Class
Certificate Balance of the Class M-2 Certificates (after taking
into account
distributions of the Class M-2 Principal Distribution Amount to the
Class M-2
Certificates for such Distribution Date), (D) the Class Certificate
Balance of
the Class M-3 Certificates (after taking into account distributions
of the Class
M-3 Principal Distribution Amount to the Class M-3 Certificates for
such
Distribution Date), (E) the Class Certificate Balance of the Class
M-4
Certificates (after taking into account distributions of the Class
M-4 Principal
Distribution Amount to the Class M-4 Certificates for such
Distribution Date),
(F) the Class Certificate Balance of the Class M-5 Certificates
(after taking
into account distributions of the Class M-5 Principal Distribution
Amount to the
Class M-5 Certificates for such Distribution Date) and (G)
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the Class Certificate Balance of the Class M-6 Certificates
immediately prior to
such Distribution Date over (2) the lesser of (A) 95.80% of the
aggregate Stated
Principal Balance of the Mortgage Loans as of such Distribution
Date and (B) the
excess of the aggregate Stated Principal Balance of the Mortgage
Loans as of
such Distribution Date over the Minimum Required
Overcollateralization Amount.
Notwithstanding the above, (1) on any Distribution Date prior to
the Stepdown
Date on which the aggregate Class Certificate Balance of the Class
A, Class M-1,
Class M-2, Class M-3, Class M-4 and Class M-5 Certificates has been
reduced to
zero, the Class M-6 Principal Distribution Amount will equal the
lesser of (A)
the outstanding Class Certificate Balance of the Class M-6
Certificates and (B)
100% of the Principal Distribution Amount remaining after any
distributions on
the Class A, Class M-1, Class M-2, Class M-3, Class M-4 and Class
M-5
Certificates and (2) in no event will the Class M-6 Principal
Distribution
Amount with respect to any Distribution Date exceed the Class
Certificate
Balance of the Class M-6 Certificates.
Class P Certificate: Any one of the Class P Certificates as
designated on
the face thereof substantially in the forum of annexed hereto as
Exhibit A-4,
executed by the Securities Administrator and authenticated and
delivered by the
Securities Administrator representing the right to distributions of
Prepayment
Charges received on the Prepayment Charge Mortgage Loans as set
forth herein.
Class R Certificate: The Class R Certificate executed,
authenticated and
delivered by the Securities Administrator substantially in the form
annexed
hereto as Exhibit A-3 and evidencing the ownership of the residual
interest in
each REMIC.
Class R Certificate Rate: For the first Distribution Date, 5.53%
per annum.
As of any Distribution Date thereafter, the least of (1) One-Month
LIBOR plus
the Class R Margin, (2) the Class A-1 Available Funds Cap for such
Distribution
Date and (3) the Class A-1 Maximum Rate Cap for such Distribution
Date.
Class R Class Certificate Balance: As of any date of determination,
the
aggregate Class Certificate Balance of the Class R Certificate.
Class R Current Interest: As of any Distribution Date, the interest
accrued
during the related Accrual Period at the Class R Certificate Rate
on the Class R
Class Certificate Balance as of such Distribution Date plus the
portion of any
previous distributions on such Class in respect of Current Interest
or a Class R
Interest Carry Forward Amount that is recovered as a voidable
preference by a
trustee in bankruptcy, less any Prepayment Interest Shortfalls
allocated on such
Distribution Date to the Class R Certificate. For purposes of
calculating
interest, principal distributions on a Distribution Date will be
deemed to have
been made on the first day of the Accrual Period in which such
Distribution Date
occurs.
Class R Interest Carry Forward Amount: As of any Distribution Date,
the sum
of (1) the excess of (A) the Class R Current Interest with respect
to prior
Distribution Dates over (B) the amount actually distributed to the
Class R
Certificate with respect to interest on such prior Distribution
Dates and (2)
interest on such excess (to the extent permitted by applicable law)
at the Class
R Certificate Rate for the related Accrual Period.
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Class R Margin: With respect to any Distribution Date, (i) on or
before the
Initial Optional Termination Date, 0.210%, and (ii) after the
Initial Optional
Termination Date, 0.420%.
Class Subordination Percentage: With respect to any Distribution
Date and
each Class of Subordinate Certificates, the fraction (expressed as
a percentage)
the numerator of which is the Class Certificate Balance of such
Class of
Subordinate Certificates immediately prior to such Distribution
Date and the
denominator of which is the aggregate of the Class Certificate
Balances of all
Classes of Certificates immediately prior to such Distribution
Date.
Class SWR Interest: The sole class of "residual interest" in the
SWAP
REMIC.
Closing Date: March 30, 2007.
Code: The Internal Revenue Code of 1986, as amended.
Commission: The Securities and Exchange Commission.
Compensating Interest Payment: As defined in Section 6.05.
Cooperative: A corporation that has been formed for the purpose
of
cooperative apartment ownership.
Cooperative Assets: Shares issued by Cooperatives, the related
Cooperative
Lease and any other collateral securing the Cooperative Loans.
Cooperative Lease: With respect to a Cooperative Loan, the
proprietary
lease or occupancy agreement with respect to the cooperative
apartment occupied
by the Mortgagor and relating to the related Cooperative Assets,
which lease or
agreement confers an exclusive right to the holder of such
Cooperative Assets to
occupy such apartment.
Cooperative Loan: The indebtedness of a Mortgagor evidenced by a
Mortgage
Note which is secured by Cooperative Assets and which is being sold
to the
Depositor pursuant to this Agreement, the Mortgage Loans so sold
being
identified in the Mortgage Loan Schedule.
Cooperative Stock: With respect to a Cooperative Loan, the
single
outstanding class of stock, partnership interest or other ownership
instrument
in the related Cooperative.
Corporate Trust Office: With respect to the Trustee, the
principal
corporate trust office of the Trustee at which at any particular
time its
corporate trust business in connection with this Agreement shall
be
administered, which office at the date of the execution of this
instrument is
located at HSBC Bank USA, National Association, 452 Fifth Avenue,
New York, New
York 10018, Attention: Issuer Services - Merrill Lynch Mortgage
Investors, Inc.,
MANA Series 2007-A2, or at such other address as the Trustee may
designate from
time to time by notice to the Certificateholders, the Depositor and
the Master
Servicer and with respect to the Securities Administrator, for
Certificate
transfer purposes, Wells Fargo Center, Sixth Street and Marquette
Avenue,
Minneapolis, Minnesota 55479, Attn: Corporate Trust Services - MANA
2007-A2, and
for all other purposes, 9062 Old Annapolis Road, Columbia,
Maryland, 21045,
Attn: Client Service Manager - MANA 2007-A2.
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Corresponding Certificates: With respect to the Class LTA-1
Interest, the
Class A-1 and Class R Certificates. With respect to the Class
LTA-2A Interest,
the Class A-2A Certificates. With respect to the Class LTA-2B
Interest, the
Class A-2B Certificates. With respect to the Class LTA-2C Interest,
the Class
A-2C Certificates. With respect to the Class LTA-2D Interest, the
Class A-2D
Certificates. With respect to the Class LTA-3 Interest, the Class
A-3
Certificates. With respect to the Class LTM-1 Interest, the Class
M-1
Certificates. With respect to the Class LTM-2 Interest, the Class
M-2
Certificates. With respect to the Class LTM-3 Interest, the Class
M-3
Certificates. With respect to the Class LTM-4 Interest, the Class
M-4
Certificates. With respect to the Class LTM-5 Interest, the Class
M-5
Certificates. With respect to the Class LTM-6 Interest, the Class
M-6
Certificates. With respect to the Class LTB-1 Interest, the Class
B-1
Certificates. With respect to the Class LTB-2 Interest, the Class
B-2
Certificates. With respect to the Class LTB-3 Interest, the Class
B-3
Certificates.
Corresponding REMIC Regular Interest: For each Class of
Certificates, the
interest in the Upper Tier REMIC listed on the same row in the
table entitled
"Upper Tier REMIC" in the Preliminary Statement.
Corridor Contract: Any of the Class A-1 Corridor Contract, the
Class A-2
Corridor Contract, the Class A-3 Corridor Contract or the
Subordinate
Certificates Corridor Contract.
Corridor Contract Account: The separate Eligible Account created
and
maintained by the Securities Administrator pursuant to Section
6.01(l) in the
name of the Securities Administrator for the benefit of the Issuing
Entity and
designated "Wells Fargo Bank, National Association, as Securities
Administrator
for Merrill Lynch Mortgage Investors, Inc., Mortgage Pass-Through
Certificates,
MANA Series 2007-A2 - Corridor Contract Account." Funds in the
Corridor Contract
Account shall be held in trust for the Issuing Entity for the uses
and purposes
set forth in this Agreement.
Corridor Contract Notional Balance: Any of the Class A-1 Corridor
Contract
Notional Balance, the Class A-2 Corridor Contract Notional Balance,
Class A-3
Corridor Contract Notional Balance or Subordinate Certificates
Corridor Contract
Notional Balance.
Corridor Contract Termination Date: The Distribution Date in
September
2007.
Countrywide: Countrywide Home Loans Servicing LP, or any successor
thereto.
Countrywide Assignment Agreement: The Assignment, Assumption
and
Recognition Agreement, dated as of March 1, 2007, among
Countrywide, Countrywide
Home Loans, Inc., the Depositor and the Sponsor pursuant to which
the
Countrywide Servicing Agreement and the rights of the Sponsor
thereunder (other
than the rights to enforce the representations and warranties with
respect to
the Countrywide Loans) were assigned to the Depositor for the
benefit of the
Certificateholders.
Countrywide Loans: The Mortgage Loans serviced by Countrywide
pursuant to
the Countrywide Servicing Agreement.
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Countrywide Servicing Agreement: The Master Mortgage Loan Purchase
and
Servicing Agreement, dated as of November 1, 2004, between Merrill
Lynch Bank,
USA and Countrywide Home Loans, Inc.
Current Interest: Any of the Class A-1 Current Interest, the Class
A-2A
Current Interest, the Class A-2B Current Interest, the Class A-3A
Current
Interest, the Class A-3B Current Interest, the Class A-3C Current
Interest, the
Class A-3D Current Interest, the Class R Current Interest, the
Class M-1 Current
Interest, the Class M-2 Current Interest, the Class M-3 Current
Interest, the
Class M-4 Current Interest, the Class M-5 Current Interest, the
Class M-6
Current Interest, the Class B-1 Current Interest, the Class B-2
Current
Interest, the Class B-3 Current Interest and the Class C Current
Interest.
Curtailment: Any Principal Prepayment made by a Mortgagor which is
not a
Principal Prepayment in Full.
Custodial Agreement: An agreement, dated as of the Closing Date
among the
Depositor, the Master Servicer, the Securities Administrator, the
Trustee and
the Custodian in substantially the form of Exhibit G hereto.
Custodian: Wells Fargo Bank, N.A., including any successors in
interest, or
any successor custodian appointed pursuant to the provisions hereof
and of the
Custodial Agreement.
Cut-off Date: March 1, 2007.
Cut-off Date Principal Balance: As to any Mortgage Loan, the
unpaid
principal balance thereof as of the close of business on the
calendar day
immediately preceding the Cut-off Date after application of all
payments of
principal due on or prior to the Cut-off Date, whether or not
received, and all
principal prepayments received prior to the Cut-off Date, but
without giving
effect to any installments of principal received in respect of Due
Dates after
the Cut-off Date.
Debt
Service Reduction: Any reduction of the Monthly Payments which
a
Mortgagor is obligated to pay with respect to a Mortgage Loan as a
result of any
proceeding under the Bankruptcy Code or any other similar state law
or other
proceeding.
Defaulted Swap Termination Payment: Any payment required to be made
by the
Supplemental Interest Trust to the Swap Counterparty pursuant to
the Swap
Agreement as a result of an event of default under the Swap
Agreement with
respect to which the Swap Counterparty is the defaulting party or a
termination
event under that agreement (other than illegality or a tax event)
with respect
to which the Swap Counterparty is the sole Affected Party (as
defined in the
Swap Agreement).
Defective Mortgage Loan: A Mortgage Loan replaced or to be replaced
by one
or more Substitute Mortgage Loans.
Deficient Valuation: With respect to any Mortgage Loan, a valuation
of the
related Mortgaged Property by a court of competent jurisdiction in
an amount
less than the then outstanding principal balance of the Mortgage
Loan, which
valuation results from a proceeding initiated under the Bankruptcy
Code.
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Definitive Certificates: As defined in Section 5.06.
Depositor: Merrill Lynch Mortgage Investors, Inc., a Delaware
corporation,
or any successor in interest.
Depository: The Depository Trust Company, the nominee of which is
Cede &
Co., or any successor thereto.
Depository Participant: A broker, dealer, bank or other
financial
institution or other Person for whom from time to time the
Depository effects
book-entry transfers and pledges of securities deposited with the
Depository.
Designated Depository Institution: A depository institution
(commercial
bank, federal savings bank, mutual savings bank or savings and loan
association)
or trust company (which may include the Trustee), the deposits of
which are
fully insured by the FDIC to the extent provided by law.
Determination Date: With respect to each Mortgage Loan, the
Determination
Date as defined in the related Servicing Agreement.
Disqualified Organization: A "disqualified organization" as defined
in
Section 860 E(e)(5) of the Code.
Distribution Account: The trust account or accounts created and
maintained
pursuant to Section 4.04, which shall be denominated "Wells Fargo
Bank, National
Association, as Securities Administrator for HSBC Bank USA,
National
Association, as Trustee f/b/o holders of Merrill Lynch Mortgage
Investors, Inc.,
Mortgage Pass-Through Certificates, MANA Series 2007-A2 -
Distribution Account."
The Distribution Account shall be an Eligible Account.
Distribution Account Deposit Date: The Business Day prior to
each
Distribution Date.
Distribution Date: The 25th day of any month, beginning in April
2007, or,
if such 25th day is not a Business Day, the Business Day
immediately following.
Due
Date: With respect to each Mortgage Loan, the date in each month
on
which its Monthly Payment is due if such due date is the first day
of a month
and otherwise is deemed to be the first day of the following month
or such other
date specified in the related Servicing Agreement.
Due
Period: With respect to any Distribution Date and each Mortgage
Loan,
the period commencing on the second day of the month preceding the
month in
which the Distribution Date occurs and ending at the close of
business on the
first day of the month in which the Distribution Date occurs.
Eligible Account: Any of (i) a segregated account maintained with a
federal
or state chartered depository institution (A) the short-term
obligations of
which are rated A-1 or better by S&P and P-1 by Moody's at the
time of any
deposit therein or (B) insured by the FDIC (to the limits
established by such
Corporation), the uninsured deposits (as evidenced in writing by
the
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Rating Agencies that use of any such account as the Distribution
Account will
not have an adverse effect on the then-current ratings assigned to
the Classes
of Certificates then rated by the Rating Agencies) in which account
are
otherwise secured such that, as evidenced by an Opinion of Counsel
(obtained by
the Person requesting that the account be held pursuant to this
clause (i))
delivered to the Securities Administrator prior to the
establishment of such
account, the Certificateholders will have a claim with respect to
the funds in
such account and a perfected first priority security interest
against any
collateral (which shall be limited to Permitted Investments, each
of which shall
mature not later than the Business Day immediately preceding the
Distribution
Date next following the date of investment in such collateral or
the
Distribution Date if such Permitted Investment is an obligation of
the
institution that maintains the Distribution Account) securing such
funds that is
superior to claims of any other depositors or general creditors of
the
depository institution with which such account is maintained, (ii)
a segregated
trust account or accounts maintained with a federal or state
chartered
depository institution or trust company with trust powers acting in
its
fiduciary capacity or (iii) a segregated account or accounts of a
depository
institution acceptable to the Rating Agencies (as evidenced in
writing by the
Rating Agencies that use of any such account as the Distribution
Account will
not have an adverse effect on the then-current ratings assigned to
the Classes
of the Certificates then rated by the Rating Agencies). Eligible
Accounts may
bear interest.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA-Qualifying Underwriting: A best efforts or firm
commitment
underwriting or private placement that would satisfy the
requirements of
Prohibited Transaction Exemption 90-29, Exemption Application No.
D-8012, 55
Fed. Reg. 21459 (1990), as amended, granted to the underwriter by
the United
States Department of Labor (or any other applicable underwriter's
exemption
granted by the United States Department of Labor), except, in
relevant part, for
the requirement that the certificates have received a rating at the
time of
acquisition that is in one of the three (or four, in the case of a
"designated
transaction") highest generic rating categories by at least one of
the Rating
Agencies.
ERISA Restricted Certificates: The Class C and the Class P
Certificates and
any other Certificate, as long as the acquisition and holding of
such
Certificate is not covered by and exempt under an underwriter's
exemption.
Event of Default: An event of default described in Section
8.01.
Excess Interest: On any Distribution Date, for the Senior
Certificates,
Class M and Class B Certificates, the excess, if any, of (1) the
amount of
interest such Class of Certificates is entitled to receive on such
Distribution
Date over (2) the amount of interest such Class of Certificates
would have been
entitled to receive on such Distribution Date at an interest rate
equal to the
REMIC Pass-Through Rate.
Excess Liquidation Proceeds: To the extent that such amount is not
required
by law to be paid to the related Mortgagor, the amount, if any, by
which
Liquidation Proceeds with respect to a Liquidated Mortgage Loan
exceed the sum
of (i) the Outstanding Principal Balance of such Mortgage Loan and
accrued but
unpaid interest at the related Mortgage Interest Rate through
the
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last day of the month in which the related Liquidation Date occurs,
plus (ii)
related Liquidation Expenses.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Extra Principal Distribution Amount: With respect to any
Distribution Date,
(1) prior to the Stepdown Date, the excess, if any, of (A) the sum
of (x) the
aggregate Class Certificate Balance of the Certificates (other than
the Class C
Certificates) reduced by the Principal Funds with respect to such
Distribution
Date and (y) $7,931,926 over (B) the aggregate Stated Principal
Balance of the
Mortgage Loans as of such Distribution Date and (2) on and after
the Stepdown
Date, the excess, if any, of (A) the sum of (x) the aggregate Class
Certificate
Balance of the Certificates (other than the Class C Certificates)
reduced by the
Principal Funds with respect to such Distribution Date and (y) the
greater of
(a) 1.80% of the aggregate Stated Principal Balance of the Mortgage
Loans as of
such Distribution Date and (b) the Minimum Required
Overcollateralization Amount
less (B) the aggregate Stated Principal Balance of the Mortgage
Loans; provided,
however, that if on any Distribution Date a Stepdown Trigger Event
is in effect,
the Extra Principal Distribution Amount will not be reduced to the
applicable
percentage of then-current aggregate Stated Principal Balance of
the Mortgage
Loans (and will remain fixed at the applicable percentage of the
aggregate
Stated Principal Balance of the Mortgage Loans as of the Due Date
immediately
prior to the Stepdown Trigger Event) until the next Distribution
Date on which
the Stepdown Trigger Event is not in effect.
Extraordinary Trust Fund Expenses: Any amounts reimbursable to the
Master
Servicer or the Depositor pursuant to this Agreement, including but
not limited
to Sections 4.03, 4.05 and 7.04, any amounts reimbursable to the
Trustee and the
Securities Administrator from the Trust Fund pursuant to this
Agreement,
including but not limited to Section 9.05, and any other costs,
expenses,
liabilities and losses borne by the Trust Fund (exclusive of any
cost, expense,
liability or loss that is specific to a particular Mortgage Loan or
REO Property
and is taken into account in calculating a Realized Loss in respect
thereof) for
which the Trust Fund has not and, in the reasonable good faith
judgment of the
Securities Administrator, shall not, obtain reimbursement or
indemnification
from any other Person.
Fannie Mae: Federal National Mortgage Association or any successor
thereto.
FDIC: Federal Deposit Insurance Corporation or any successor
thereto.
Final Certification: The certification substantially in the form of
Exhibit
Two to the Custodial Agreement.
Fitch: Fitch Ratings or its successor in interest.
Floating Rate Certificate Carryover: With respect to a Distribution
Date,
in the event that the Certificate Rate for a class of Senior, Class
M or Class B
Certificates is based upon the related Available Funds Cap or the
related
Maximum Rate Cap, the sum of (A) the excess of (1) the amount of
interest that
such Class would have been entitled to receive on such Distribution
Date had the
Certificate Rate for that Class not been calculated based on the
related
Available Funds Cap or the related Maximum Rate Cap, up to but not
exceeding the
greater of (a) the related Maximum Rate Cap or (b) the sum of (i)
the related
Available Funds Cap and (ii) the
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product of (AA) a fraction, the numerator of which is 360 and the
denominator of
which is the actual number of days in the related Accrual Period
and (BB) the
sum of (x) the quotient obtained by dividing (I) an amount equal to
the
proceeds, if any, payable under the related Corridor Contract with
respect to
such Distribution Date and (II) the aggregate Class Certificate
Balance of each
of the Classes of Certificates to which such Corridor Contract
relates for such
Distribution Date and (y) the quotient obtained by dividing (I) an
amount equal
to the sum of (xx) any Net Swap Payments owed by the Swap
Counterparty for such
Distribution Date and (yy) any Cap Payment owed by the Cap Contract
Counterparty
for such Distribution Date by (II) the aggregate Stated Principal
Balance of the
Mortgage Loans as of the immediately preceding Distribution Date
over (2) the
amount of interest such Class was entitled to receive on such
Distribution Date
based on the related Available Funds Cap, (B) the unpaid portion of
any such
excess from prior Distribution Dates (and interest accrued thereon
at the then
applicable Certificate Rate for such class, without giving effect
to the related
Available Funds Cap or the related Maximum Rate Cap) and (C) any
amount
previously distributed with respect to Floating Rate Certificate
Carryover for
such Class that is recovered as a voidable preference by a trustee
in
bankruptcy.
Form
8-K Disclosure Information: As defined in Section 3.18(a).
Freddie Mac: Freddie Mac, formerly the Federal Home Loan
Mortgage
Corporation, or any successor thereto.
GreenPoint: GreenPoint Mortgage Funding, Inc., or any successor
thereto.
GreenPoint Assignment Agreement: The Assignment, Assumption and
Recognition
Agreement, dated as of March 1, 2007, among GreenPoint, the
Depositor and the
Sponsor pursuant to which the GreenPoint Servicing Agreement and
the rights of
the Sponsor thereunder (other than the rights to enforce the
representations and
warranties with respect to the GreenPoint Loans) were assigned to
the Depositor
for the benefit of the Certificateholders.
GreenPoint Loans: The Mortgage Loans serviced by GreenPoint
pursuant to the
GreenPoint Servicing Agreement.
GreenPoint Servicing Agreement: The Master Mortgage Loan Purchase
and
Servicing Agreement, dated as of April 1, 2003, among Merrill Lynch
Mortgage
Holdings Inc., GreenPoint and Terwin Advisors, LLC.
Gross Margin: As to each Mortgage Loan, the fixed percentage set
forth in
the related Mortgage Note and indicated on the Mortgage Loan
Schedule which
percentage is added to the related Index on each Interest
Adjustment Date to
determine (subject to rounding, the minimum and maximum Mortgage
Interest Rate
and the Periodic Rate Cap) the Mortgage Interest Rate until the
next Interest
Adjustment Date.
Group 1 Certificates: The Class A-1 and Class R Certificates.
Group 1 Mortgage Loans: The Mortgage Loans identified as such on
the
Mortgage Loan Schedule.
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Group 1 Net WAC: The Net WAC of Loan Group 1.
Group 1 Principal Distribution Amount: As of any Distribution Date,
the
amount equal to the lesser of (i) the aggregate Class Certificate
Balance of the
Class A-1 and Class R Certificates and (ii) the product of (x) the
Group 1
Principal Distribution Percentage and (y) the Senior Principal
Distribution
Amount; provided, however, that (A) with respect to any
Distribution Date on
which the Class A-1 and Class R Certificates are outstanding and
the Class
Certificate Balances of the Class A-2 Certificates are reduced to
zero, the
Group 2 Principal Distribution Percentage of the Senior Principal
Distribution
Amount in excess of the amount necessary to reduce the Class
Certificate Balance
of the Class A-2 Certificates to zero will be applied pro rata to
increase the
Group 1 Principal Distribution Amount (so long as any of the Class
A-1 and Class
R Certificates are outstanding) and the Group 3 Principal
Distribution Amount
(so long as any of the Class A-3 Certificates are outstanding) in
proportion to
the respective Class Certificate Balance of such Classes, as
applicable, and (B)
with respect to any Distribution Date on which the Class A-1 and
Class R
Certificates are outstanding and the Class Certificate Balances of
the Class A-3
Certificates are reduced to zero, the Group 3 Principal
Distribution Percentage
of the Senior Principal Distribution Amount in excess of the amount
necessary to
reduce the Class Certificate Balance of the Class A-3 Certificates
to zero will
be applied pro rata to increase the Group 1 Principal Distribution
Amount (so
long as any of the Class A-1 and Class R Certificates are
outstanding) and the
Group 2 Principal Distribution Amount (so long as any of the Class
A-2
Certificates are outstanding) in proportion to the respective Class
Certificate
Balance of such Classes, as applicable.
Group 1 Principal Distribution Percentage: With respect to any
Distribution
Date, a fraction expressed as a percentage, the numerator of which
is the amount
of Principal Funds received with respect to the Group 1 Mortgage
Loans and the
denominator of which is the amount of Principal Funds received from
all of the
Mortgage Loans.
Group 2 Certificates: The Class A-2A and Class A-2B
Certificates.
Group 2 Mortgage Loans: The Mortgage Loans identified as such on
the
Mortgage Loan Schedule.
Group 2 Net WAC: The Net WAC of Loan Group 2.
Group 2 Principal Distribution Amount: As of any Distribution Date,
the
amount equal to the lesser of (i) the aggregate Class Certificate
Balance of the
Class A-2 Certificates and (ii) the product of (x) the Group 2
Principal
Distribution Percentage and (y) the Senior Principal Distribution
Amount;
provided, however, that (A) with respect to any Distribution Date
on which the
Class A-2 Certificates are outstanding and the Class Certificate
Balances of the
Class A-1 and Class R Certificates are reduced to zero, the Group 1
Principal
Distribution Percentage of the Senior Principal Distribution Amount
in excess of
the amount necessary to reduce the Class Certificate Balance of the
Class A-1
Certificates and Class R Certificates to zero will be applied pro
rata to
increase the Group 2 Principal Distribution Amount (so long as any
of the Class
A-2 Certificates are outstanding) and the Group 3 Principal
Distribution Amount
(so long as any of the Class A-3 Certificates are outstanding) in
proportion to
the respective Class Certificate Balances of such Classes, as
applicable, and
(B) with respect to any Distribution Date
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on which the Class A-2 Certificates are outstanding and the Class
Certificate
Balances of the Class A-3 Certificates are reduced to zero, the
Group 3
Principal Distribution Percentage of the Senior Principal
Distribution Amount in
excess of the amount necessary to reduce the Class Certificate
Balance of the
Class A-3 Certificates to zero will be applied pro rata to increase
the Group 1
Principal Distribution Amount (so long as any of the Class A-1 or
Class R
Certificates are outstanding) and the Group 2 Principal
Distribution Amount (so
long as any of the Class A-2 Certificates are outstanding) in
proportion to the
respective Class Certificate Balances of such Classes, as
applicable.
Group 2 Principal Distribution Percentage: With respect to any
Distribution
Date, a fraction expressed as a percentage, the numerator of which
is the amount
of Principal Funds received with respect to the Group 2 Mortgage
Loans and the
denominator of which is the amount of Principal Funds received from
all of the
Mortgage Loans.
Group 3 Certificates: The Class A-3A, Class A-3B, Class A-3C and
Class A-3D
Certificates.
Group 3 Mortgage Loans: The Mortgage Loans identified as such on
the
Mortgage Loan Schedule.
Group 3 Net WAC: The Net WAC of Loan Group 3.
Group 3 Principal Distribution Amount: As of any Distribution Date,
the
amount equal to the lesser of (i) the aggregate Class Certificate
Balance of the
Class A-3 Certificates and (ii) the product of (x) the Group 3
Principal
Distribution Percentage and (y) the Senior Principal Distribution
Amount;
provided, however, that (A) with respect to any Distribution Date
on which the
Class A-3 Certificates are outstanding and the Class Certificate
Balances of the
Class A-1 and Class R Certificates are reduced to zero, the Group 1
Principal
Distribution Percentage of the Senior Principal Distribution Amount
in excess of
the amount necessary to reduce the Class Certificate Balance of the
Class A-1
Certificates and Class R Certificates to zero will be applied pro
rata to
increase the Group 2 Principal Distribution Amount (so long as any
of the Class
A-2 Certificates are outstanding) and the Group 3 Principal
Distribution Amount
(so long as any of the Class A-3 Certificates are outstanding) in
proportion to
the respective Class Certificate Balances of such Classes, as
applicable, and
(B) with respect to any Distribution Date on which the Class A-3
Certificates
are outstanding and the Class Certificate Balances of the Class A-2
Certificates
are reduced to zero, the Group 2 Principal Distribution Percentage
of the Senior
Principal Distribution Amount in excess of the amount necessary to
reduce the
Class Certificate Balance of the Class A-2 Certificates to zero
will be applied
pro rata to increase the Group 1 Principal Distribution Amount (so
long as any
of the Class A-1 or Class R Certificates are outstanding) and the
Group 3
Principal Distribution Amount (so long as any of the Class A-3
Certificates are
outstanding) in proportion to the respective Class Certificate
Balances of such
Classes, as applicable.
Group 3 Principal Distribution Percentage: With respect to any
Distribution
Date, a fraction expressed as a percentage, the numerator of which
is the amount
of Principal Funds received with respect to the Group 3 Mortgage
Loans and the
denominator of which is the amount of Principal Funds received from
all of the
Mortgage Loans.
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Indemnified Persons: The Trustee, the Master Servicer, the
Servicers, the
Depositor and the Securities Administrator and their officers,
directors, agents
and employees and, with respect to the Trustee, any separate
co-trustee and its
officers, directors, agents and employees.
Independent: When used with respect to any specified Person, any
such
Person who (a) is in fact independent of the Depositor, the Master
Servicer and
their respective Affiliates, (b) does not have any direct financial
interest in
or any material indirect financial interest in the Depositor or the
Master
Servicer or any Affiliate thereof, and (c) is not connected with
the Depositor
or the Master Servicer or any Affiliate thereof as an officer,
employee,
promoter, underwriter, trustee, partner, director or Person
performing similar
functions; provided, however, that a Person shall not fail to be
Independent of
the Depositor or the Master Servicer or any Affiliate thereof
merely because
such Person is the beneficial owner of 1% or less of any class of
securities
issued by the Depositor or the Master Servicer or any Affiliate
thereof, as the
case may be.
Index: The index, if any, specified in a Mortgage Note by reference
to
which the related Mortgage Interest Rate will be adjusted from time
to time.
Initial Certification: The certification substantially in the form
of
Exhibit One to the Custodial Agreement.
Initial Class Certificate Balance: With respect to any Regular
Certificate,
the amount designated "Initial Class Certificate Balance" on the
face thereof.
Initial Optional Termination Date: The first Distribution Date
following
the date on which the aggregate Stated Principal Balance of the
Mortgage Loans
is less than 10% of the aggregate Stated Principal Balance of the
Mortgage Loans
as of the Cut-off Date.
Insurance Policy: With respect to any Mortgage Loan, any standard
hazard
insurance policy, flood insurance policy or title insurance
policy.
Insurance Proceeds: Amounts paid by the insurer under any Insurance
Policy
covering any Mortgage Loan or Mortgaged Property other than amounts
required to
be paid over to the Mortgagor pursuant to law or the related
Mortgage Note or
Security Instrument and other than amounts used to repair or
restore the
Mortgaged Property or to reimburse insured expenses.
Interest Adjustment Date: With respect to a Mortgage Loan, the
date, if
any, specified in the related Mortgage Note on which the Mortgage
Interest Rate
is subject to adjustment.
Interest Carry Forward Amount: Any of the Class A-1 Interest Carry
Forward
Amount, the Class A-2A Interest Carry Forward Amount, the Class
A-2B Interest
Carry Forward Amount, the Class A-3A Interest Carry Forward Amount,
the Class
A-3B Interest Carry Forward Amount, the Class A-3C Interest Carry
Forward
Amount, the Class A-3D Interest Carry Forward Amount, the Class R
Interest Carry
Forward Amount, the Class M-1 Interest Carry Forward Amount, the
Class M-2
Interest Carry Forward Amount, the Class M-3 Interest Carry Forward
Amount, the
Class M-4 Interest Carry Forward Amount, the Class M-5 Interest
Carry Forward
Amount, the Class M-6 Interest Carry Forward Amount, the Class B-1
Interest
Carry Forward Amount, the
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Class B-2 Interest Carry Forward Amount, the Class B-3 Interest
Carry Forward
Amount or the Class C Interest Carry Forward Amount, as the case
may be.
Interest Determination Date: Each date that is the second LIBOR
Business
Day preceding the commencement of each Accrual Period for the
Certificates.
Interest Funds: With respect to any Distribution Date and the
Mortgage
Loans, the sum, without duplication, of (1) all scheduled interest
due during
the related Due Period that is received before the related Servicer
Remittance
Date less the Servicing Fee and the mortgage insurance premiums,
(2) all
Advances relating to interest, (3) all Compensating Interest
Payments, (4)
liquidation proceeds collected during the related Prepayment Period
(to the
extent such liquidation proceeds relate to interest), (5) proceeds
of any
Mortgage Loan purchased by the Depositor or any transferor under
the Pooling and
Servicing Agreement during the related Prepayment Period for
document defects,
breach of a representation or warranty, realization upon default or
optional
termination (to the extent such proceeds relate to interest) and
(6) Prepayment
Charges received with respect to the related Mortgage Loans, less
all
non-recoverable Advances relating to interest and certain
indemnification
amounts, expenses reimbursed to the Trustee, Securities
Administrator, Master
Servicer and the Servicers.
Investor Representation Letter: As defined in Section 5.02(b).
Issuing Entity: Merrill Lynch Alternative Note Asset Trust, Series
2007-A2.
Latest Possible Maturity Date: With respect to the Certificates,
the
Distribution Date in March 2037.
LIBOR Business Day: Any day on which banks in the City of London,
England
and New York City, U.S.A. are open and conducting transactions in
foreign
currency and exchange.
LIBOR Certificates: Any of the Certificates (other than the Class C
and
Class P Certificates).
Liquidated Mortgage Loan: Any defaulted Mortgage Loan (including
any REO
Property) as to which the related Servicer has determined that all
amounts it
expects to recover from or on account of such Mortgage Loan have
been recovered.
Liquidation Date: With respect to any Liquidated Mortgage Loan, the
date on
which the related Servicer has certified that such Mortgage Loan
has become a
Liquidated Mortgage Loan.
Liquidation Expenses: With respect to a Mortgage Loan in
liquidation,
unreimbursed expenses paid or incurred by or for the account of the
Master
Servicer or the related Servicer in connection with the liquidation
of such
Mortgage Loan and the related Mortgaged Property, such expenses
including (a)
property protection expenses, (b) property sales expenses, (c)
foreclosure and
sale costs, including court costs and reasonable attorneys' fees,
and (d)
similar expenses reasonably paid or incurred in connection with
liquidation.
Liquidation Proceeds: With respect to any Mortgage Loan, cash
received in
connection with the liquidation of a defaulted Mortgage Loan,
whether through
trustee's sale, foreclosure
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sale or otherwise, and amounts received through Insurance Proceeds
and
condemnation proceeds.
Loan
Group: Loan Group 1, Loan Group 2 or Loan Group 3, as
applicable.
Loan
Group 1: The group of Mortgage Loans designated as belonging to
Loan
Group 1 on the Mortgage Loan Schedule.
Loan
Group 2: The group of Mortgage Loans designated as belonging to
Loan
Group 2 on the Mortgage Loan Schedule.
Loan
Group 3: The group of Mortgage Loans designated as belonging to
Loan
Group 3 on the Mortgage Loan Schedule.
Loan-to-Value Ratio: With respect to any Mortgage Loan, the
fraction,
expressed as a percentage, the numerator of which is the original
principal
balance of the related Mortgage Loan and the denominator of which
is the
Original Value of the related Mortgaged Property.
Lower Tier REMIC: As described in the Preliminary Statement and
Section
9.12.
Lower Tier REMIC Interests: Each of the Class LTA-1 Interest, the
Class
LTA-2A Interest, the Class LTA-2B Interest, the Class LTA-3A
Interest, the Class
LTA-3B Interest, the Class LTA-3C Interest, the Class LTA-3D
Interest, the Class
LTM-1 Interest, the Class LTM-2 Interest, the Class LTM-3 Interest,
the Class
LTM-4 Interest, the Class LTM-5 Interest, the Class LTM-6 Interest,
the Class
LTB-1 Interest, the Class LTB-2 Interest, the Class LTB-3 Interest,
the Class
LTIX Interest, the Class LTIIX Interest, the Class LTII1A Interest,
the Class
LTII1B Interest, the Class LTII2A Interest, the Class LTII2B
Interest, the Class
LTII3A Interest, the Class LTII3B Interest, the Class LT-IO
Interest and the
Class LTR Interest.
Lower Tier REMIC I Marker Interests: Each of the classes of Lower
Tier
REMIC Regular Interests other than the Class LTIX Interest, the
Class LTIIX
Interest, the Class LTII1A Interest, the Class LTII1B Interest, the
Class LTII2A
Interest, the Class LTII2B Interest, the Class LTII3A Interest, the
Class LTII3B
Interest, and the Class LT-IO Interest.
Lower Tier REMIC II Marker Interests: Each of the Class LTII1A
Interest,
the Class LTII1B Interest, the Class LTII2A Interest, the Class
LTII2B Interest,
the Class LTII3A Interest and the Class LTII3B Interest.
Lower Tier REMIC Regular Interests: Each of the Lower Tier REMIC
Interests
other than the Class LTR Interest.
Lower Tier REMIC Subordinated Balance Ratio: The ratio among (i)
the
principal balance of the Class LTII1A Interest, (ii) the principal
balance of
the Class LTII2A Interest and (iii) the principal balance of the
Class LTII3A
Interest that is equal to the ratio among (i) the excess of (A) the
aggregate
Stated Principal Balance of the Group 1 Mortgage Loans over (B) the
current
Class Certificate Balance of the Class A-1 and Class R
Certificates, (ii) the
excess of (A) the aggregate Stated Principal Balance of the Group 2
Mortgage
Loans over (B) the current Class Certificate Balance of the Class
A-2
Certificates and (iii) the excess of (A) the aggregate
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Stated Principal Balance of the Group 3 Mortgage Loans over (B) the
current
Class Certificate Balance of the Class A-3 Certificates.
Master Servicer: Wells Fargo Bank, N.A. including any successors
in
interest who meet the qualifications for a master servicer set
forth in this
Agreement, and any successor master servicer appointed
hereunder.
Master Servicer Collection Account: The trust account or accounts
created
and maintained pursuant to Section 4.02, which shall be denominated
"Wells Fargo
Bank, National Association as Master Servicer for HSBC Bank USA,
National
Association, as Trustee f/b/o holders of Merrill Lynch Mortgage
Investors, Inc.,
Mortgage Pass-Through Certificates, MANA Series 2007-A2 - Master
Servicer
Collection Account." The Master Servicer Collection Account shall
be an Eligible
Account.
Master Servicing Compensation: The meaning specified in Section
3.14.
Maximum Lifetime Mortgage Rate: The maximum level to which a
Mortgage
Interest Rate can adjust in accordance with its terms, regardless
of changes in
the applicable Index.
Maximum Rate Cap: Any of the Class A-1 Maximum Rate Cap, Class A-2
Maximum
Rate Cap, Class A-3 Maximum Rate Cap or the Weighted Average
Maximum Rate Cap.
Minimum Lifetime Mortgage Rate: The minimum level to which a
Mortgage
Interest Rate can adjust in accordance with its terms, regardless
of changes in
the applicable Index.
Minimum Required Overcollateralization Amount: An amount equal to
the
product of (x) 0.50% and (y) the Stated Principal Balance of the
Mortgage Loans
as of the Cut-off Date.
MLML: Merrill Lynch Mortgage Lending, Inc., a Delaware corporation,
or any
successor in interest.
Monthly Advance: An advance of principal or interest required to be
made by
the applicable Servicer pursuant to the related Servicing Agreement
or the
Master Servicer pursuant to Section 6.04.
Monthly Payment: With respect to any Mortgage Loan, the scheduled
monthly
payment of principal and interest on such Mortgage Loan which is
payable by the
related Mortgagor from time to time under the related Mortgage
Note, determined:
(a) after giving effect to (i) any Deficient Valuation and/or Debt
Service
Reduction with respect to such Mortgage Loan and (ii) any reduction
in the
amount of interest collectible from the related Mortgagor pursuant
to the Relief
Act; (b) without giving effect to any extension granted or agreed
to by the
related Servicer pursuant to related Servicing Agreement; and (c)
on the
assumption that all other amounts, if any, due under such Mortgage
Loan are paid
when due.
Monthly Statement: The statement distributed to Certificateholders
pursuant
to Section 6.03.
Moody's: Moody's Investors Service, Inc. or its successor in
interest.
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Mortgage: The mortgage, deed of trust or other instrument creating
a first
lien on, or first priority security interest in, a Mortgaged
Property securing a
Mortgage Note.
Mortgage File: The mortgage documents listed in Section 2.01(b)
pertaining
to a particular Mortgage Loan and any additional documents required
to be added
to the Mortgage File pursuant to this Agreement.
Mortgage Interest Rate: The annual rate at which interest accrues
from time
to time on any Mortgage Loan pursuant to the related Mortgage Note,
which rate
is equal to the "Mortgage Interest Rate" set forth with respect
thereto on the
Mortgage Loan Schedule.
Mortgage Loan: A mortgage loan transferred and assigned to the
Trustee
pursuant to Section 2.01 or Section 2.04 and held as a part of the
Trust Fund,
as identified in the Mortgage Loan Schedule, including a mortgage
loan the
property securing which has become an REO Property.
Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase
Agreement,
dated as of March 1, 2007, between the Sponsor and the Depositor,
as purchaser,
and all amendments thereof and supplements thereto, attached hereto
as Exhibit
J.
Mortgage Loan Schedule: The Mortgage Loan Schedule, attached hereto
as
Exhibit B, with respect to the Mortgage Loans and as amended from
time to time
to reflect the repurchase or substitution of Mortgage Loans
pursuant to this
Agreement.
Mortgage Note: The originally executed note or other evidence of
the
indebtedness of a Mortgagor under the related Mortgage Loan.
Mortgage Pool: The pool of Mortgage Loans, identified on Exhibit B
from
time to time, and any REO Properties acquired in respect
thereof.
Mortgaged Property:
Land and improvements securing the indebtedness of a
Mortgagor under the related Mortgage Loan or, in the case of REO
Property, such
REO Property.
Mortgagor: The obligor on a Mortgage Note.
National City: National City Mortgage Co., or any successor
thereto.
National City Assignment Agreement: The Assignment, Assumption
and
Recognition Agreement, dated as of March 1, 2007, among National
City, the
Depositor and the Sponsor pursuant to which the National City
Servicing
Agreements and the rights of the Sponsor thereunder (other than the
rights to
enforce the representations and warranties with respect to the
National City
Loans) were assigned to the Depositor for the benefit of the
Certificateholders.
National City Loans: The Mortgage Loans serviced by National City
pursuant
to the National City Servicing Agreement.
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National City Servicing Agreement: The Master Seller's Warranties
and
Servicing Agreement, dated as of May 1, 2004, between Merrill Lynch
Bank, USA
and National City, as amended by Amendment Number One, dated as of
March 22,
2006.
Net
Excess Cashflow: Any Interest Funds and Principal Funds not
otherwise
required to be distributed with respect to principal of and
interest on the
Certificates and not otherwise required to be distributed to the
Class P
Certificates.
Net
Liquidation Proceeds: As to any Liquidated Mortgage Loan,
Liquidation
Proceeds net of (i) Liquidation Expenses which are payable
therefrom by the
related Servicer or the Master Servicer in accordance with the
related Servicing
Agreement or this Agreement and (ii) unreimbursed advances by the
related
Servicer or the Master Servicer and Monthly Advances.
Net
Mortgage Rate: With respect to each Mortgage Loan, the Mortgage
Interest Rate in effect from time to time less the Servicing Fee
Rate and the
rate paid to mortgage insurance providers (each expressed as a per
annum rate).
Net
Rate: The per annum rate set forth in footnote 10 to the
description of
the Lower Tier REMIC in the Preliminary Statement hereto (such rate
being based
on the weighted average of the interest rates on the SWAP REMIC
Regular
Interests as adjusted and as set forth in such footnote).
Net
Swap Payment: With respect to any Distribution Date, any net
payment
(other than a Swap Termination Payment or Defaulted Swap
Termination Payment)
made by the Supplemental Interest Trust to the Swap Counterparty on
the related
Fixed Rate Payer Payment Date (as defined in the Swap Agreement) or
made by the
Swap Counterparty to the Supplemental Interest Trust on the related
Floating
Rate Payer Payment Date (as defined in the Swap Agreement). In each
case, the
Net Swap Payment shall not be less than zero.
Net WAC: With respect
to any Distribution Date and for any Loan Group, the
weighted average Net Mortgage Rate for the Mortgage Loans in such
Loan Group
calculated based on the respective Net Mortgage Rates and the
Stated Principal
Balances of such Mortgage Loans as of the preceding Distribution
Date (or, in
the case of the first Distribution Date, as of the Cut-off
Date).
Offered Certificate: Any Senior Certificate or Subordinate
Certificate
issued hereunder.
Officer's Certificate: A certificate signed by the Chairman of the
Board,
the Vice Chairman of the Board, the President or a Vice President
or Assistant
Vice President or other authorized officer of the Master Servicer
or the
Depositor, as applicable, and delivered to the Trustee, as required
by this
Agreement.
One-Month LIBOR: With respect to any Accrual Period, the rate
determined by
the Securities Administrator on the related Interest Determination
Date on the
basis of (a) the offered rates for one-month United States dollar
deposits, as
such rates appear on Telerate page 3750, as of 11:00 a.m. (London
time) on such
Interest Determination Date or (b) if such rate does not appear on
Telerate Page
3750 as of 11:00 a.m. (London time), the offered rates of the
Reference Banks
for one-month United States dollar deposits, as such rates appear
on the
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Reuters Screen LIBO Page, as of 11:00 a.m. (London time) on such
Interest
Determination Date. If One-Month LIBOR is determined pursuant to
clause (b)
above, on each Interest Determination Date, One-Month LIBOR for the
related
Accrual Period will be established by the Securities Administrator
as follows:
(i) If on such Interest Determination Date two or more Reference
Banks
provide such offered quotations, One-Month LIBOR for the related
Accrual
Period shall be the arithmetic mean of such offered quotations
(rounded
upwards if necessary to the nearest whole multiple of
0.03125%).
(ii) If on such Interest Determination Date fewer than two
Reference
Banks provide such offered quotations, One-Month LIBOR for the
related
Accrual Period shall be the higher of (i) One-Month LIBOR as
determined on
the
previous Interest Determination Date and (ii) the Reserve
Interest
Rate.
Opinion of Counsel: A written opinion of counsel who is or are
acceptable
to the Trustee and who, unless required to be Independent (an
"Opinion of
Independent Counsel"), may be internal counsel for the Master
Servicer or the
Depositor.
Optional Termination: The termination hereunder of that portion of
the
Trust Fund related to the Certificates pursuant to Section 10.01(a)
hereof.
Optional Termination Amount: The amount received by the
Securities
Administrator in connection with any purchase of all of the
Mortgage Loans and
REO Properties pursuant to Section 10.01(b) hereof.
Optional Termination Price: On any date after the Initial
Optional
Termination Date, an amount equal to the sum of (A) the aggregate
Stated
Principal Balance of each Mortgage Loan (other than any Mortgage
Loan that has
become an REO Property) as of the Distribution Date on which the
proceeds of the
Optional Termination are distributed to the Certificateholders,
plus accrued
interest thereon at the applicable Mortgage Rate as of the Due Date
preceding
the Distribution Date on which the proceeds of the Optional
Termination are
distributed to Certificateholders and the fair market value of any
REO Property,
plus accrued interest thereon as of the Distribution Date on which
the proceeds
of the Optional Termination are distributed to Certificateholders,
(B) any
unreimbursed out-of-pocket costs, fees and expenses and indemnity
amounts owed
to the Master Servicer, the Trustee or the Securities Administrator
(including
any amounts incurred by the Securities Administrator in connection
with
conducting the Auction), a Servicer or the Master Servicer and any
unpaid or
unreimbursed Servicing Fees, Monthly Advances and Servicing
Advances, (C) any
unreimbursed costs, penalties and/or damages incurred by the Trust
Fund in
connection with any violation relating to any of the Mortgage Loans
of any
predatory or abusive lending law, (D) in the event an Auction has
been
conducted, all reasonable fees and expenses incurred by the
Securities
Administrator to conduct the Auction and (E) any unpaid Net Swap
Payments, any
Swap Termination Payment and any other amounts owed to the Swap
Counterparty and
determined in accordance with the Swap Agreement.
Original Value: The lesser of (i) the Appraised Value or (ii) the
sales
price of a Mortgaged Property at the time of origination of a
Mortgage Loan,
except in instances where
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either clauses (i) or (ii) is unavailable, the other may be used to
determine
the Original Value, or if both clauses (i) and (ii) are
unavailable, Original
Value may be determined from other sources reasonably acceptable to
the
Depositor.
Outstanding Mortgage Loan: With respect to any Due Date, a Mortgage
Loan
which, prior to such Due Date, was not the subject of a Principal
Prepayment in
Full, did not become a Liquidated Mortgage Loan and was not
purchased or
replaced.
Outstanding Principal Balance: As of the time of any determination,
the
principal balance of a Mortgage Loan remaining to be paid by the
Mortgagor, or,
in the case of an REO Property, the principal balance of the
related Mortgage
Loan remaining to be paid by the Mortgagor at the time such
property was
acquired by the Trust Fund less any Net Liquidation Proceeds with
respect
thereto to the extent applied to principal.
Overcollateralization Amount: As of any date of determination, the
excess
of (1) the Stated Principal Balance of the Mortgage Loans over (2)
the Class
Certificate Balance of the Certificates (other than the Class P
Certificates and
the Class C Certificates).
Ownership Interest: As to any Certificate, any ownership or
security
interest in such Certificate, including any interest in such
Certificate as the
Holder thereof and any other interest therein, whether direct or
indirect, legal
or beneficial, as owner or as pledgee.
Percentage Interest: With respect to any Certificate (other than
the Class
R and Class P Certificates), a fraction, expressed as a percentage,
the
numerator of which is the Initial Class Certificate Balance
represented by such
Certificate and the denominator of which is the Initial Class
Certificate
Balance of the related Class. With respect to the Class R and Class
P
Certificates, the Percentage Interest evidenced thereby shall be as
specified on
the face thereof, or otherwise, be equal to 100%.
Periodic Rate Cap: With respect to each Mortgage Loan, the
maximum
adjustment that can be made to the Mortgage Interest Rate on each
Interest
Adjustment Date in accordance with its terms, regardless of changes
in the
applicable Index.
Permitted Investments: Any one or more of the following obligations
or
securities held in the name of the Trustee for the benefit of
the
Certificateholders (provided that such obligation or security must
be a
"permitted investment" within the meaning of such term as provided
for in
Section 860G(a)(5) of the Code):
(i) direct obligations of, and obligations the timely payment of
which
are
fully guaranteed by the United States of America or any agency
or
instrumentality of the United States of America the obligations of
which
are
backed by the full faith and credit of the United States of
America;
(ii) (a) demand or time deposits, federal funds or bankers'
acceptances issued by any depository institution or trust
company
incorporated under the laws of the United States of America or any
state
thereof (including the Trustee or the Master Servicer or its
Affiliates
acting in its commercial banking capacity) and subject to
supervision and
examination by federal and/or state banking authorities, provided
that the
commercial
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paper and/or the short-term debt rating and/or the long-term
unsecured debt
obligations of such depository institution or trust company at the
time of
such
investment or contractual commitment providing for such
investment
have
the Applicable Credit Rating or better from each Rating Agency and
(b)
any
other demand or time deposit or certificate of deposit that is
fully
insured by the Federal Deposit Insurance Corporation;
(iii) repurchase obligations with respect to (a) any security
described in clause (i) above or (b) any other security issued
or
guaranteed by an agency or instrumentality of the United States of
America,
the
obligations of which are backed by the full faith and credit of
the
United States of America, in either case entered into with a
depository
institution or trust company (acting as principal) described in
clause
(ii)(a) above where the Trustee holds the security therefor;
(iv) securities bearing interest or sold at a discount issued by
any
corporation (including the Trustee, the Securities Administrator or
the
Master Servicer or its Affiliates) incorporated under the laws of
the
United States of America or any state thereof that have the
Applicable
Credit Rating or better from each Rating Agency at the time of
such
investment or contractual commitment providing for such
investment;
provided, however, that securities issued by any particular
corporation
will
not be Permitted Investments to the extent that investments
therein
will
cause the then outstanding principal amount of securities issued
by
such
corporation and held as part of the Issuing Entity to exceed 10%
of
the
aggregate Outstanding Principal Balances of all the Mortgage Loans
and
Permitted Investments held as part of the Issuing Entity;
(v) commercial paper (including both non-interest-bearing
discount
obligations and interest-bearing obligations payable on demand or
on a
specified date not more than one year after the date of issuance
thereof)
having the Applicable Credit Rating or better from each Rating
Agency at
the
time of such investment;
(vi) a Reinvestment Agreement issued by any bank, insurance company
or
other corporation or entity;
(vii) any other demand, money market or time deposit,
obligation,
security or investment as may be acceptable to either Rating Agency
as
evidenced in writing by each Rating Agency to the Trustee, the
Securities
Administrator or Master Servicer;
(viii) any money market or common trust fund having the
Applicable
Credit Rating or better from each Rating Agency (if such fund is
rated by
each
such Rating Agency), including any such fund for which the
Trustee,
Securities Administrator or Master Servicer or any affiliate of
the
Trustee, Securities Administrator or Master Servicer acts as a
manager or
an
advisor; provided, however, that no instrument or security shall be
a
Permitted Investment if such instrument or security evidences a
right to
receive only interest payments with respect to the obligations
underlying
such
instrument or if such security provides for payment of both
principal
and
interest with a yield to maturity in excess of 120% of the yield
to
maturity at par or if such instrument or security is purchased at a
price
greater than par; and
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(ix) units of a taxable money-market portfolio having the
highest
rating assigned by each Rating Agency (except if S&P is a
Rating Agency,
"AAAm" or "AAAM-G" by S&P) and restricted to obligations issued
or
guaranteed by the United States of America or entities whose
obligations
are
backed by the full faith and credit of the United States of America
and
repurchase agreements collateralized by such obligations.
Permitted Transferee: Any Person other than a Disqualified
Organization or
an "electing large partnership" (as defined by Section 775 of the
Code).
Person: Any individual, corporation, partnership, joint
venture,
association, limited liability company, joint-stock company,
trust,
unincorporated organization or government or any agency or
political subdivision
thereof.
PHH:
PHH Mortgage Corporation, or any successor thereto.
PHH
Assignment Agreement: The Assignment, Assumption and
Recognition
Agreement, dated as of March 1, 2007, among PHH, the Depositor and
the Sponsor
pursuant to which the PHH Servicing Agreement and the rights of the
Sponsor
thereunder (other than the rights to enforce the representations
and warranties
with respect to the PHH Loans) were assigned to the Depositor for
the benefit of
the Certificateholders.
PHH Loans: The Mortgage
Loans serviced by PHH pursuant to the PHH Servicing
Agreement.
PHH
Servicing Agreement: The Mortgage Loan Flow Purchase, Sale and
Servicing Agreement, dated as of March 27, 2001, among Merrill
Lynch Mortgage
Capital, Inc., PHH and Bishop's Gate Residential Mortgage
Trust.
Physical Certificate: The Residual Certificate.
Pooling and Servicing Agreement: The Pooling and Servicing
Agreement
relating to the Mortgage Pass-Through Certificates, MANA Series
2007-A2.
Posted Collateral: As
defined in the Swap Agreement or the Cap Contract, as
applicable.
Prepayment Charge: With respect to any Prepayment Period, any
prepayment
premium, charge or other amount payable by a Mortgagor in
connection with any
Principal Prepayment on the Prepayment Charge Mortgage Loans.
Prepayment Charge Mortgage Loans: Any of the Mortgage Loans that
are
subject to existing prepayment premiums.
Prepayment Interest Shortfall: As to any Distribution Date and any
Mortgage
Loan (other than a Mortgage Loan relating to an REO Property) that
was the
subject of (a) a Principal Prepayment in Full during the related
Prepayment
Period, an amount equal to the excess of one month's interest at
the Net
Mortgage Rate on the Stated Principal Balance of such Mortgage Loan
over the
amount of interest (adjusted to the Net Mortgage Rate) paid by the
Mortgagor for
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such Prepayment Period to the date of such Principal Prepayment in
Full or (b) a
Curtailment during the prior calendar month, an amount equal to one
month's
interest at the Net Mortgage Rate on the amount of such
Curtailment. The
obligations of the Master Servicer in respect of any Prepayment
Interest
Shortfall are set forth in Section 6.05.
Prepayment Period: With respect to any Mortgage Loan and any
Distribution
Date (i) for prepayments or liquidations in full and any prepayment
charges
associated with such payments in full, the period from and
including the 15th
date of the calendar month preceding the month in which such
Distribution Date
occurs (or, in the case of the first Distribution Date, beginning
on the Cut-off
Date) and including the 14th day of the calendar month in which
such
Distribution Date occurs or, in the case of Wells Fargo, the period
from and
including the 14th date of the calendar month preceding the month
in which such
Distribution Date occurs (or, in the case of the first Distribution
Date,
beginning on the Cut-off Date) and including the 13th day of the
calendar month
in which such Distribution Date occurs and (ii) for partial
prepayments or
liquidations and any prepayment charges associated with such
partial
prepayments, the calendar month preceding the calendar month in
which such
Distribution Date occurs.
Primary Mortgage Insurance Policy: Any primary mortgage guaranty
insurance
policy issued in connection with a Mortgage Loan which provides
compensation to
a Mortgage Note holder in the event of default by the obligor under
such
Mortgage Note or the related Security Instrument, if any or any
replacement
policy therefor through the related Accrual Period for such Class
relating to a
Distribution Date.
Principal Distribution Amount: with respect to each Distribution
Date, the
sum of (1) the Principal Funds for such Distribution Date and (2)
any Extra
Principal Distribution Amount for such Distribution Date.
Principal Funds: means, with respect to any Distribution Date and
the
Mortgage Loans, the sum, without duplication, of (1) the scheduled
principal due
during the related Due Period and received before the related
Servicer
Remittance Date or advanced on or before the related Servicer
Remittance Date,
(2) prepayments of principal collected in the related Prepayment
Period, (3) the
Stated Principal Balance of each Mortgage Loan that was purchased
by the
Depositor or the Servicer during the related Prepayment Period or,
in the case
of a purchase in connection with an optional termination, on the
Business Day
prior to such Distribution Date, (4) the amount, if any, by which
the aggregate
unpaid principal balance of any replacement Mortgage Loans is less
than the
aggregate unpaid principal balance of any Mortgage Loans delivered
by the
Sponsor in connection with a substitution of a Mortgage Loan, (5)
all
liquidation proceeds collected during the related Prepayment Period
(to the
extent such liquidation proceeds related to principal), (6) all
Subsequent
Recoveries applicable to the related Prepayment Period and (7) all
other
collections and recoveries in respect of principal applicable to
the related
Prepayment Period less (A) all non-recoverable Advances relating to
principal
and all non-recoverable Servicing Advances reimbursed applicable to
the related
Prepayment Period and (B) indemnification amounts and expenses
reimbursable to
the Trustee, Securities Administrator, Master Servicer and the
Servicer
hereunder.
Principal Prepayment: Any Principal Prepayment in Full or
Curtailment or
other recovery of principal on a Mortgage Loan which is received in
advance of
its scheduled Due
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Date to the extent that it is not accompanied by an amount as to
interest
representing scheduled interest due on any date or dates in any
month or months
subsequent to the month of prepayment, including Insurance Proceeds
and
Repurchase Proceeds, but excluding the principal portion of Net
Liquidation
Proceeds.
Principal Prepayment in Full: Any Principal Prepayment made by a
Mortgagor
of the entire unpaid principal balance of the Mortgage Loan.
Prospectus Supplement: The Prospectus Supplement dated March 28,
2007,
relating to the public offering of the Offered Certificates.
Protected Account: An account established and maintained for the
benefit of
Certificateholders by each Servicer with respect to the related
Mortgage Loans
and with respect to REO Property pursuant to the respective
Servicing Agreement.
The Protected Account shall be an Eligible Account.
Purchase Price: With respect to any Mortgage Loan or REO Property
to be
purchased pursuant to or as contemplated by Section 2.03 or 10.01,
and as
confirmed by an Officers' Certificate from the Master Servicer to
the Trustee,
an amount equal to the sum of (i) 100% of the Stated Principal
Balance thereof
as of the date of purchase (or such other price as provided in
Section 10.01),
(ii) accrued interest on such Stated Principal Balance at the
applicable
Mortgage Interest Rate in effect from time to time from the Due
Date as to which
interest was last covered by a payment by the Mortgagor or an
advance by the
related Servicer or Master Servicer, which payment or advance had
as of the date
of purchase been distributed to Certificateholders, through the end
of the
calendar month in which the purchase is to be effected less any
unreimbursed
Monthly Advances and any unpaid Servicing Fees payable to the
purchaser of the
Mortgage Loan and (iii) any costs and damages incurred by the
Issuing Entity in
connection with any violation by such Mortgage Loan or REO Property
of any
predatory or abusive-lending law.
Qualified Servicer: Any servicer with a servicer rating by each of
the
Rating Agencies equal to or better than the servicer rating of PHH
Mortgage
Corporation at the time of any such servicing transfer.
Rating Agencies: Moody's and S&P.
Rating Agency Condition: As defined in the Swap Agreement.
Realized Loss: With respect to a Liquidated Mortgage Loan, the
amount by
which the remaining unpaid principal balance of the Mortgage Loan
exceeds the
amount of Liquidation Proceeds applied to the principal balance of
the related
Mortgage Loan. To the extent the Master Servicer receives
Subsequent Recoveries
with respect to any Mortgage Loan, the amount of the Realized Loss
with respect
to that Mortgage Loan will be reduced to the extent such recoveries
are applied
to reduce the Class Certificate Balance of any Class of
Certificates on any
Distribution Date.
Realized Loss Amount: With respect to any Distribution Date, the
amount, if
any, by which the aggregate Class Certificate Balance of the
Certificates after
distributions of principal
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on such Distribution Date exceeds the aggregate Stated Principal
Balance of the
Mortgage Loans as of such Distribution Date.
Record Date: With respect to each Distribution Date and each class
of
Offered Certificates, the close of business on the last Business
Day of the
month immediately preceding the month in which the related
Distribution Date
occurs (or the Closing Date in the case of the first Distribution
Date).
Regular Certificates: Any of the Class A-1, Class A-2A, Class A-2B,
Class
A-3A, Class A-3B, Class A-3C, Class A-3D, Class M-1, Class M-2,
Class M-3, Class
M-4, Class M-5, Class M-6, Class B-1, Class B-2 or Class B-3
Certificates.
Regulation AB: Subpart 22.1100 - Asset Backed Securities
(Regulation AB),
17 C.F.R. Sections 229.1100-229.1123, as such may be amended from
time to time,
and subject to such clarification and interpretation as have been
provided by
the Commission in the adopting release (Asset-Backed Securities,
Securities Act
Release No. 33-8518, 70 Fed Reg. 1,506-1,631 (January 7, 2005) or
by the staff
of the Commission, or as may be provided by the Commission or its
staff from
time to time.
Reinvestment Agreements: One or more reinvestment agreements,
acceptable to
each of the Rating Agencies, from a bank, insurance company or
other corporation
or entity (including the Trustee).
Related Certificates: For each interest in the Upper Tier REMIC,
the Class
of Certificates listed on the same row in the table entitled "Upper
Tier REMIC"
in the Preliminary Statement.
Relevant Servicing Criteria: The Servicing Criteria applicable to
the
various parties, as set forth on Exhibit K hereto. For
clarification purposes,
multiple parties can have responsibility for the same Relevant
Servicing
Criteria. With respect to a Servicing Function Participant engaged
by the Master
Servicer, the Securities Administrator, the Trustee, the Custodian
or a
Servicer, the term "Relevant Servicing Criteria" may refer to one
or more
discrete functions specified in the Relevant Servicing Criteria
applicable to
such parties.
Relief Act: The Servicemembers Civil Relief Act, as amended, or
similar
state statute.
Relief Act Mortgage Loan: Any Mortgage Loan as to which the Monthly
Payment
or portion thereof has been reduced or postponed due to the
application of the
Relief Act.
REMIC: Each pool of assets in the Trust Fund designated as a REMIC
as
described in the Preliminary Statement and Section 9.12.
REMIC 1: Not applicable.
REMIC 1 Interest: Not applicable.
REMIC 1 Regular Interest: Not applicable.
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REMIC 1 Subordinate
Balance Ratio: Not applicable.
REMIC 2: Not applicable.
REMIC 2 Interest: Not applicable.
REMIC 2 Regular Interest: Not applicable.
REMIC Opinion: An Opinion of Counsel to the effect that a
contemplated
action will neither adversely affect the status as a REMIC of any
REMIC created
hereunder nor subject any such REMIC to any tax under the REMIC
Provisions.
REMIC Pass-Through Rate: In the case of a Class of the Senior
Certificates,
Class M Certificates and Class B Certificates, the Upper Tier REMIC
Net WAC Cap
for the Corresponding REMIC Regular Interest.
REMIC Provisions: The provisions of the federal income tax law
relating to
real estate mortgage investment conduits, which appear at Sections
860A through
860G of Subchapter M of Chapter 1 of the Code, and related
provisions, and
regulations, including proposed regulations and rulings, and
administrative
pronouncements promulgated thereunder, as the foregoing may be in
effect from
time to time.
REMIC Regular Interests: Each of the interests in the Upper Tier
REMIC as
set forth in the Preliminary Statement other than the Residual
Interest.
REMIC Swap Rate: For each Distribution Date (and the related
Accrual
Period), a per annum rate equal to the Fixed Rate under the Swap
Agreement for
such Distribution Date, as set forth in the Prospectus
Supplement.
REO
Property: A Mortgaged Property acquired by the Servicer or
Master
Servicer on behalf of the Trust Fund through foreclosure or
deed-in-lieu of
foreclosure, as described in Section 3.15 in connection with a
defaulted
Mortgage Loan.
Reportable Event: As defined in Section 3.18(a).
Reporting Servicer: As defined in Section 3.18(h).
Repurchase Proceeds: The Repurchase Price in connection with any
repurchase
of a Mortgage Loan by the Sponsor and any cash deposit in
connection with the
substitution of a Mortgage Loan.
Request for Release: A request for release in the form attached
hereto as
Exhibit D.
Required Insurance Policy: With respect to any Mortgage Loan, any
insurance
policy which is required to be maintained from time to time under
this Agreement
with respect to such Mortgage Loan.
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Required Percentage: With respect to a Distribution Date, the
quotient of
(x) the excess of (1) the aggregate Stated Principal Balance of the
Mortgage
Loans over (2) the Class Certificate Balance of the most senior
class of
Certificates outstanding as of such Distribution Date, prior to
giving effect to
distributions to be made on such Distribution Date, and (y) the
Stated Principal
Balances of the Mortgage Loans. As used herein, the Class
Certificate Balance of
the most senior class of Certificates will equal the aggregate
Class Certificate
Balance of the Senior Certificates as of such date of
calculation.
Reserve Interest Rate: The rate per annum that the Securities
Administrator
determines to be either (1) the arithmetic mean (rounded upwards if
necessary to
the nearest whole multiple of 0.03125%) of the one-month United
States dollar
lending rates which New York City banks selected by the Securities
Administrator
are quoting on the relevant Interest Determination Date to the
principal London
offices of leading banks in the London interbank market or (2) in
the event that
the Securities Administrator can determine no such arithmetic mean,
the lowest
one-month United States dollar lending rate which New York City
banks selected
by the Securities Administrator are quoting on such Interest
Determination Date
to leading European banks.
Residual Certificate: The Class R Certificate.
Residual Interest: An interest in the Upper Tier REMIC that is
entitled to
all distributions of principal and interest on the Class R
Certificate other
than (i) distributions in respect of the Class SWR Interest and the
Class LTR
Interest and (ii) distributions on the Class R Certificate in
respect of Excess
Interest.
Responsible Officer: Any officer assigned to the Corporate Trust
Office (or
any successor thereto), including any Vice President, Assistant
Vice President,
Trust Officer, any Assistant Secretary, any trust officer or any
other officer
of the Trustee or Securities Administrator customarily performing
functions
similar to those performed by any of the above designated officers
and having
direct responsibility for the administration of this Agreement, and
any other
officer of the Trustee or Securities Administrator to whom a matter
arising
hereunder may be referred because of such officers familiarity with
the subject
matter thereof.
Reuter's Screen LIBO Page: means the display designated as page
"LIBO" on
the Reuters Monitor Money Rates Service (or such other page as may
replace the
LIBO page on that service for the purpose of displaying London
interbank offered
rates of major banks).
RFC:
Residential Funding Company, LLC, or any successor thereto.
RFC
Assignment Agreement: The Assignment, Assumption and
Recognition
Agreement, dated as of March 1, 2007, among RFC, the Depositor and
the Sponsor
pursuant to which the Wells Fargo Servicing Agreements and the
rights of the
Sponsor thereunder (other than the rights to enforce the
representations and
warranties with respect to the RFC Loans) were assigned to the
Depositor for the
benefit of the Certificateholders.
RFC
Loans: The Mortgage Loans serviced by RFC pursuant to the RFC
Servicing
Agreement.
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RFC
Servicing Agreement: The Standard Terms and Provisions of Sale
and
Servicing Agreement, dated as of February 1, 2007, between MLML and
RFC.
Sarbanes-Oxley Act: The Sarbanes-Oxley Act of 2002 and the rules
and
regulations of the Commission promulgated thereunder (including
any
interpretations thereof by the Commission's staff).
Sarbanes-Oxley Certification: A written certification signed by an
officer
of the Master Servicer that complies with (i) the Sarbanes-Oxley
Act, and (ii)
Exchange Act Rules 13a-14(d) and 15d-14(d), as in effect from time
to time;
provided that if, after the Closing Date (a) the Sarbanes-Oxley Act
is amended,
(b) the Rules referred to in clause (ii) are modified or superseded
by any
subsequent statement, rule or regulation of the Commission or any
statement of a
division thereof, or (c) any future releases, rules and regulations
are
published by the Commission from time to time pursuant to the
Sarbanes-Oxley
Act, which in any such case affects the form or substance of the
required
certification and results in the required certification being, in
the reasonable
judgment of the Master Servicer, materially more onerous that then
form of the
required certification as of the Closing Date, the Sarbanes-Oxley
Certification
shall be as agreed to by the Master Servicer and the Depositor
following a
negotiation in good faith to determine how to comply with any such
new
requirements.
S&P: Standard and Poor's, a division of The McGraw-Hill
Companies, Inc. or
its successor in interest.
Scheduled Payment: With respect to any Mortgage Loan and any month,
the
scheduled payment or payments of principal and interest due during
such month on
such Mortgage Loan which either is payable by a Mortgagor in such
month under
the related Mortgage Note or, in the case of REO Property, would
otherwise have
been payable under the related Mortgage Note.
Scheduled Principal: The principal portion of any Scheduled
Payment.
Securities Act: The Securities Act of 1933, as amended.
Securities Administrator: Wells Fargo Bank, N.A., or any successor
in
interest, or any successor securities administrator appointed as
herein
provided.
Security Agreement: With respect to a Cooperative Loan, the
agreement
creating a security interest in favor of the originator in the
related
Cooperative Stock.
Security Instrument: A written instrument creating a valid first
lien on a
Mortgaged Property securing a Mortgage Note, which may be any
applicable form of
mortgage, deed of trust, deed to secure debt or security deed,
including any
riders or addenda thereto.
Senior Certificates: Any of the Class A-1 Certificates, the Class
A-2
Certificates, the Class A-3 Certificates and the Class R
Certificates.
Senior Class Certificate Balance: As of any date of determination,
the sum
of the Class A-1 Class Certificate Balance, the Class A-2A Class
Certificate
Balance, the Class A-2B Class Certificate Balance, the Class A-3A
Class
Certificate Balance, the Class A-3B Class Certificate
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Balance, the Class A-3C Class Certificate Balance, the Class A-3D
Class
Certificate Balance and the Class R Class Certificate Balance.
Senior Principal Distribution Amount: (1) With respect to any
Distribution
Date prior to the related Stepdown Date or as to which a Stepdown
Trigger Event
exists, 100% of the Principal Distribution Amount for such
Distribution Date and
(2) with respect to any Distribution Date on or after the Stepdown
Date and as
to which a Stepdown Trigger Event does not exist, the excess of (A)
the Class
Certificate Balance of the Senior Certificates immediately prior to
such
Distribution Date over (B) the lesser of (i) 88.20% of the
aggregate Stated
Principal Balance of the Mortgage Loans as of such Distribution
Date and (ii)
the excess of the aggregate Stated Principal Balance of the
Mortgage Loans as of
such Distribution Date over the Minimum Required
Overcollateralization Amount;
provided, however, that in no event will the Senior Principal
Distribution
Amount with respect to any Distribution Date exceed the aggregate
Class
Certificate Balance of the Senior Certificates.
Servicer: With respect to each Mortgage Loan, CitiMortgage,
Countrywide,
GreenPoint, National City, PHH, RFC, Wells Fargo or Wilshire, as
applicable, and
as specified on the Mortgage Loan Schedule.
Servicer Remittance Date: With respect to each Mortgage Loan, the
date set
forth in the related Servicing Agreement.
Servicing Advances: All customary, reasonable and necessary "out of
pocket"
costs and expenses incurred in the performance by a Servicer of its
servicing
obligations, including, but not limited to, the cost of (1) the
preservation,
inspection, restoration and protection of a Mortgaged Property,
including
without limitation advances in respect of prior liens, real estate
taxes and
assessments, (2) any collection, enforcement or judicial
proceedings, including
without limitation foreclosures, collections and liquidations, (3)
the
conservation, management, sale and liquidation of any REO Property,
(4)
executing and recording instruments of satisfaction, deeds of
reconveyance,
substitutions of trustees on deeds of trust or Assignments of
Mortgage to the
extent not otherwise recovered from the related Mortgagors or
payable under the
related Servicing Agreement, (5) correcting errors of prior
servicers; costs and
expenses charged to such Servicer by the Trustee; tax tracking;
title research;
flood certifications; and lender paid mortgage insurance and (6)
obtaining or
correcting any legal documentation required to be included in the
Mortgage Files
and reasonably necessary for a Servicer to perform its obligations
under the
related Servicing Agreement.
Servicing Agreements: The CitiMortgage Servicing Agreement, the
Countrywide
Servicing Agreement, the GreenPoint Servicing Agreement, the
National City
Servicing Agreement, the PHH Servicing Agreement, the RFC Servicing
Agreement,
the Wells Fargo Servicing Agreement and the Wilshire Servicing
Agreement.
Servicing Criteria: The "servicing criteria" set forth in Item
1122(d) of
Regulation AB, as such may be amended from time to time.
Servicing Fee: As to any Mortgage Loan and Distribution Date, an
amount
equal to the product of (i) the Stated Principal Balance of such
Mortgage Loan
as of the preceding
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Distribution Date and (ii) the applicable Servicing Fee Rate. Such
fee shall be
payable monthly, computed on the basis of the same principal amount
and period
respectively which any related interest payment on a Mortgage Loan
is computed.
If the Index and/or Gross Margin are adjusted as provided in the
related
Mortgage Note, the Servicing Fee shall be the rate per annum in
effect
immediately prior to such adjustment.
Servicing Fee Rate: As to any Mortgage Loan, a per annum rate as
set forth
in the Mortgage Loan Schedule.
Servicing Function Participant: Any Sub-Servicer, Subcontractor or
any
other Person, engaged by a Servicer, the Custodian, the Master
Servicer, the
Paying Agent, the Securities Administrator and the Trustee.
Servicing Officer: Any officer of the Master Servicer involved in,
or
responsible for, the administration and servicing of the Mortgage
Loans whose
names and specimen signatures appear on a list of servicing
officers furnished
to the Trustee by the Master Servicer, as such list may be amended
from time to
time.
Servicing Rights Owner: With respect to the Wilshire Loans and PHH
Loans,
MLML, or its transferee or assignee, in its capacity as owner of
the servicing
rights.
Significance Estimate: With respect to any Distribution Date, and
in
accordance with Item 1115 of Regulation AB, shall be an amount
determined based
on the reasonable good-faith estimate by the Depositor or its
affiliate (and
reported to the Securities Administrator) of the aggregate maximum
probable
exposure of the outstanding Certificates to the Swap Agreement, the
Cap Contract
and the Corridor Contracts, as applicable.
Significance Percentage: With respect to any Distribution Date, and
in
accordance with Item 1115 of Regulation AB, shall be a percentage
equal to the
Significance Estimate divided by the aggregate outstanding Stated
Principal
Balance of the Mortgage Loans, prior to the distribution of the
Principal
Distribution Amount on such Distribution Date.
Sponsor: Merrill Lynch Mortgage Lending, Inc., a Delaware
corporation, or
any successor in interest.
Startup Day: The Closing Date.
Stated Principal Balance: With respect to any Mortgage Loan and
Distribution Date, the unpaid principal balance of such Mortgage
Loan as of the
Due Date in the related Due Period, as specified in the
amortization schedule at
the time relating thereto (before any adjustment to such
amortization schedule
by reason of any moratorium or similar waiver or grace period),
after giving
effect to any previous partial prepayments and Liquidation Proceeds
received and
to the payment of principal due on such Due Date and irrespective
of any
delinquency in payment by the related Mortgagor. With respect to
any Mortgage
Loan and the Cut-off Date, the Cut-off Date Principal Balance
thereof.
Stepdown Date: The earlier of: (A) the first Distribution Date on
which the
aggregate Class Certificate Balance of the Senior Certificates has
been reduced
to zero; and (B) the later to
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occur of (1) the Distribution Date in April 2010 or (2) the first
Distribution
Date on which the Class Certificate Balance of the Senior
Certificates (after
giving effect to distributions of the Principal Funds amount for
such
Distribution Date) is less than or equal to 88.20% of the aggregate
Stated
Principal Balances of the Mortgage Loans.
Stepdown Required Loss Percentage: For any Distribution Date,
the
applicable percentage for such Distribution Date set forth in the
following
table:
<TABLE>
<CAPTION>
DISTRIBUTION DATE
STEPDOWN REQUIRED
OCCURRING IN
LOSS PERCENTAGE
-------------------------
--------------------------------------------------------
<S>
<C>
April 2009 - March 2010 0.20% with
respect to April 2009, plus an additional
1/12th of 0.35% for each month thereafter
April 2010 - March 2011 0.55% with
respect to April 2010, plus an additional
1/12th of 0.35% for each month thereafter
April 2011 - March 2012 0.90% with
respect to April 2011, plus an additional
1/12th of 0.40% for each month thereafter
April 2012 - March 2013 1.30% with
respect to April 2012, plus an additional
1/12th of 0.25% for each month thereafter
April 2013 and thereafter 155%
</TABLE>
Stepdown Trigger Event: The situation that exists with respect to
any
Distribution Date on or after the Stepdown Date, if (a) the
quotient of (1) the
aggregate Stated Principal Balance of all Mortgage Loans 60 or more
days
delinquent, measured on a rolling three-month basis (including
Mortgage Loans in
foreclosure, REO Properties and Mortgage Loans with respect to
which the
applicable mortgagor is in bankruptcy) and (2) the Stated Principal
Balance of
all of the Mortgage Loans as of the preceding Servicer Remittance
Date, equals
or exceeds the product of (i) 40.00% and (ii) the Required
Percentage or (b) the
quotient (expressed as a percentage) of (1) the aggregate Realized
Losses
incurred from the Cut-off Date through the last day of the calendar
month
preceding such Distribution Date and (2) the aggregate principal
balance of the
Mortgage Loans as of the Cut-off Date exceeds the Stepdown Required
Loss
Percentage.
Subcontractor: Any vendor, subcontractor or other Person that is
not
responsible for the overall servicing of Mortgage Loans but
performs one or more
discrete functions identified in Item 1122(d) of Regulation AB with
respect to
Mortgage Loans under the direction or authority of any Servicer (or
a
Sub-Servicer of any Servicer), the Master Servicer, the Trustee,
the Custodian
or the Securities Administrator.
Subordinate Certificate Corridor Contract: means a confirmation
and
agreement including the schedule thereto between the Securities
Administrator on
behalf of the Issuing Entity and the Cap Contract Counterparty for
the benefit
of the Subordinate Certificates.
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<PAGE>
Subordinate Certificate Corridor Contract Notional Balance: With
respect to
any Distribution Date, the Subordinate Certificate Corridor
Contract Notional
Balance set forth for such Distribution Date in the Subordinate
Certificate
One-Month LIBOR Cap Table attached hereto as Exhibit H-4.
Subordinate Certificates Lower Collar: With respect to each
Distribution
Date, the applicable per annum rate set forth under the heading
"1ML Strike
Lower Collar" in the Subordinate Certificate One-Month LIBOR Cap
Table (set
forth on Exhibit H-4).
Subordinate Certificates Upper Collar: With respect to each
Distribution
Date with respect to which payments are received on the Subordinate
Certificate
Corridor Contract, a rate equal to the lesser of One-Month LIBOR
and 9.986% per
annum.
Subsequent Recoveries: Any amount recovered by a Servicer or the
Master
Servicer (net of reimbursable expenses) with respect to a
Liquidated Mortgage
Loan with respect to which a Realized Loss was incurred after the
liquidation or
disposition of such Mortgage Loan.
Sub-Servicer: Any Person that services Mortgage Loans on behalf of
a
Servicer, and is responsible for the performance (whether directly
or through
sub-servicers or Subcontractors) of servicing functions required to
be performed
under this Agreement, any related Servicing Agreement or any
sub-servicing
agreement that are identified in Item 1122(d) of Regulation AB.
Substitute Mortgage Loan: With respect to any Mortgage Loan, which
is
tendered to the Trustee pursuant to the related Servicing
Agreement, the related
Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement,
as
applicable, in each case, (i) which has an Outstanding Principal
Balance not
greater nor materially less than the Mortgage Loan for which it is
to be
substituted; (ii) which has a Mortgage Interest Rate and Net Rate
not less than,
and not materially greater than, such Mortgage Loan; (iii) which
has a maturity
date not materially earlier or later than such Mortgage Loan and
not later than
the latest maturity date of any Mortgage Loan; (iv) which is of the
same
property type and occupancy type as such Mortgage Loan; (v) which
has a
Loan-to-Value Ratio not greater than the Loan-to-Value Ratio of
such Mortgage
Loan; (vi) which is current in payment of principal and interest as
of the date
of substitution; (vii) as to which the payment terms do not vary in
any material
respect from the payment terms of the Mortgage Loan for which it is
to be
substituted and (viii) which has a Gross Margin, Periodic Rate Cap
and Maximum
Lifetime Mortgage Rate no less than those of such Mortgage Loan,
has the same
Index and interval between Interest Adjustment Dates as such
Mortgage Loan, and
a Minimum Lifetime Mortgage Rate no lower than that of such
Mortgage Loan.
Subordinate Certificates: Any of the Class M and the Class B
Certificates.
Supplemental Interest Trust: The separate trust, established
pursuant to
Section 6.01(m) of this Agreement and held by the Securities
Administrator for
the benefit of the holders of the Certificates as a segregated
subtrust of the
Trust Fund, (i) in which the Cap Contract and the Swap Agreement
will be held,
any Swap Termination Payments or Net Swap Payments received from
the Swap
Counterparty will be deposited, any Cap Payments received from the
Cap Contract
Counterparty will be deposited as set forth in Section 6.01 hereof
and (ii) out
of which
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<PAGE>
certain distributions to the Certificateholders will be made and
any Swap
Termination Payments or Net Swap Payments owed to the Swap
Counterparty will be
paid.
Supplemental Interest
Trust Trustee: Wells Fargo Bank, N.A., a national
banking association, not in its individual capacity, but solely in
its capacity
as trustee of the Supplemental Interest Trust for the benefit of
the
Certificateholders under this Agreement, and any successor thereto,
and any
corporation or national banking association resulting from or
surviving any
consolidation or merger to which it or its successors may be a
party and any
successor trustee as may from time to time be serving as successor
trustee
hereunder.
Swap
Account: The separate Eligible Account created and maintained by
the
Supplemental Interest Trust Trustee pursuant to Section 6.01(m) in
the name of
the Supplemental Interest Trust Trustee for the benefit of the
Supplemental
Interest Trust and designated "Wells Fargo Bank, N.A., as
supplemental interest
trust trustee, in trust for registered holders of Merrill Lynch
Alternative Note
Asset Trust, Series 2007-A2." Funds in the Swap Account shall be
held in trust
for the Supplemental Interest Trust for the uses and purposes set
forth in this
Agreement.
Swap
Agreement: The confirmation and agreement, including the
schedule
thereto and the related credit support annex, between the Swap
Counterparty and
the trustee of the Supplemental Interest Trust for the benefit of
the
Certificateholders (attached as Exhibit R hereto) or any other swap
agreement
(including any related schedules) held by the Supplemental Interest
Trust
pursuant to Section 6.01(m) hereof.
Swap
Agreement Notional Balance: As defined in the Swap Agreement.
Swap
Counterparty: The Royal Bank of Scotland plc, or any successor
counterparty who meets the requirements set forth in the Swap
Agreement.
Swap
LIBOR: With respect to any Distribution Date (and the related
Accrual
Period) the product of (i) the Floating Rate Option (as defined in
the Swap
Agreement for the related Swap Payment Date), (ii) two and (iii)
the quotient of
(a) the actual number of days in the Accrual Period for the Lower
Tier REMIC
Interests divided by (b) 30.
Swap
Payment Date: For so long as the Swap Agreement is in effect or
amounts remain unpaid thereunder, the Business Day immediately
preceding each
Distribution Date.
Swap
Posted Collateral Account: The segregated Eligible Account created
and
maintained by the Supplemental Interest Trust Trustee pursuant to
Section
6.01(m) in the name of the Supplemental Interest Trust Trustee for
the benefit
of the Supplemental Interest Trust and designated "Wells Fargo
Bank, N.A., as
supplemental interest trust trustee, in trust for registered
holders of Merrill
Lynch Alternative Note Asset Trust, Series 2007-A2." Funds in the
Swap Posted
Collateral Account shall be held in trust for the Supplemental
Interest Trust
for the uses and purposes set forth in the Swap Agreement
SWAP
REMIC: As described in the Preliminary Statement.
SWAP
REMIC Interests: Each of the interests in the SWAP REMIC as set
forth
in the Preliminary Statement.
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<PAGE>
SWAP
REMIC Regular Interests: Each of the SWAP REMIC Interests other
than
the Class SWR Interest.
Swap
Termination Payment: Any payment payable by the Supplemental
Interest
Trust or the Swap Counterparty upon termination of the Swap
Agreement determined
in accordance with the Swap Agreement.
Tax
Matters Person: The Securities Administrator or any successor
thereto
or assignee thereof shall serve as tax administrator hereunder and
as agent for
the Tax Matters Person. The Holder of the Residual Certificates
shall be the Tax
Matters Person for the related REMIC, as more particularly set
forth in Section
9.12 hereof.
Transfer: Any direct or indirect transfer or sale of any Ownership
Interest
in a certificate.
Transferor Representation Letter: As defined in Section
5.02(b).
Trust Fund: The corpus of the Issuing Entity created pursuant to
Article II
of this Agreement.
Trustee: HSBC Bank USA, National Association, or its successor in
interest,
or any successor trustee appointed as herein provided.
Uncertificated Class C Interest: An uncertificated REMIC Regular
Interest
having the characteristics described in the Preliminary
Statement.
Undercollateralized Group: On any Distribution Date, a Mortgage
Group
having aggregate Stated Principal Balance which is less than the
aggregate Class
Certificate Balance of the Senior Certificates related to such
Mortgage Group.
Uninsured Cause: Any cause of damage to a Mortgaged Property or
related REO
Property such that the complete restoration of such Mortgaged
Property or
related REO Property is not fully reimbursable by the hazard
insurance policies
required to be maintained pursuant the related Servicing Agreement,
without
regard to whether or not such policy is maintained.
United States Person: A citizen or resident of the United States,
a
corporation or partnership (including an entity treated as a
corporation or
partnership for federal income tax purposes) created or organized
in, or under
the laws of, the United States or any state thereof or the District
of Columbia
(except, in the case of a partnership, to the extent provided in
regulations),
provided that, for purposes solely of the Class R Certificate, no
partnership or
other entity treated as a partnership for United States federal
income tax
purposes shall be treated as a United States Person unless all
persons that own
an interest in such partnership either directly or through any
entity that is
not a corporation for United States federal income tax purposes are
United
States Persons, or an estate whose income is subject to United
States federal
income tax regardless of its source, or a trust if a court within
the United
States is able to exercise primary supervision over the
administration of the
trust and one or more such United States Persons have the authority
to control
all substantial decisions of the trust. To the extent prescribed in
regulations
by the Secretary of the Treasury, which have not yet been issued, a
trust which
was in existence on August 20, 1996 (other than a trust treated as
owned by the
grantor under subpart
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<PAGE>
E of part I of subchapter J of chapter 1 of the Code), and which
was treated as
a United States person on August 20, 1996 may elect to continue to
be treated as
a United States person notwithstanding the previous sentence.
Unpaid Realized Loss Amount: With respect to any class of the
Subordinate
Certificates and as to any Distribution Date, the excess of (1)
Applied Realized
Loss Amounts with respect to such class over (2) the sum of (x)
all
distributions in reduction of the Unpaid Applied Realized Loss
Amounts on all
previous Distribution Dates and (y) all increases in the Class
Certificate
Balance of such class pursuant to the last sentence of the
definition of "Class
Certificate Balance." Any amounts distributed to a class of
Subordinate
Certificates in respect of any Unpaid Realized Loss Amount will not
be applied
to reduce the Class Certificate Balance of such class.
Upper Collar: Any of the Class A-1 Upper Collar, the Class A-2
Upper
Collar, the Class A-3 Upper Collar or the Subordinate Certificates
Upper Collar.
Upper Tier REMIC: As described in the Preliminary Statement and
Section
9.12.
Upper Tier REMIC Net WAC
Cap: In the case of the Class UTA-1 Interest and
the Residual Interest, a per annum rate equal to the weighted
average of the
interest rate of the Class LTII1B Interest for such Distribution
Date. In the
case of the Class UTA-2A and Class UTA-2B Interests, a per annum
rate equal to
the weighted average of the interest rate for the Class LTII2B for
such
Distribution Date. In the case of the Class UTA-3A, Class UTA-3B,
Class UTA-3C,
Class UTA-3D Interests, a per annum rate equal to the weighted
average of the
interest rate for the Class LTII3B for such Distribution Date. In
the case of
the Class UTM-1, Class UTM-2, Class UTM-3, Class UTM-4, Class
UTM-5, Class
UTM-6, Class UTB-1, Class UTB-2 and Class UTB-3 Interests, a per
annum rate
equal to the weighted average of the interest rates of Class
LTII1B, Class
LTII2B and Class LTII3B Interests for such Distribution weighted,
respectively,
on the basis of the uncertificated principal balances of the Class
LTII1A, the
Class LTII2A and the Class LTII3A Interests.
Voting Rights: The portion of the voting rights of all of the
Certificates
which is allocated to any Certificate. The Voting Rights allocated
among Holders
of such Certificates outstanding shall be the fraction, expressed
as a
percentage, the numerator of which is the aggregate Class
Certificate Balance of
all the Certificates of such Class then outstanding and the
denominator of which
is the aggregate Class Certificate Balance of all the Certificates
then
outstanding (other than the Class R Certificate). 99.00% of all
Voting Rights
will be allocated among all holders of the Certificates (other than
the Class R
Certificate) in proportion to their then outstanding Class
Certificate Balances,
and 1.00% of the Voting Rights shall be allocated to the Class R
Certificate;
provided, however, that any Certificate registered in the name of
the Master
Servicer, the Depositor or the Securities Administrator or any of
their
respective affiliates shall not be included in the calculation of
Voting Rights.
The Class P Certificates shall have no voting rights.
Weighted Average Available Funds Cap: With respect to a
Distribution Date,
the per annum rate equal to the weighted average of the Class A-1
Available
Funds Cap, the Class A-2 Available Funds Cap and the Class A-3
Available Funds
Cap (weighted in proportion to the
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<PAGE>
results of subtracting from the aggregate Stated Principal Balance
of the
related Loan Group, the current Class Certificate Balance of the
Class A-1 and
Class R certificates, in the case of Loan Group 1, the Class A-2A
and Class A-2B
certificates, in the case of Loan Group 2 or the Class A-3A, Class
A-3B, Class
A-3C and Class A-3D Certificates, in the case of Loan Group 3).
Weighted Average Maximum Rate Cap: With respect to a Distribution
Date, the
per annum rate equal to the weighted average (weighted in
proportion to the
results of subtracting from the aggregate Stated Principal Balance
of the
related Loan Group, the current Class Certificate Balance of the
Class A-1 and
Class R Certificates, in the case of Loan Group 1, Class A-2A and
Class A-2B
Certificates, in the case of Loan Group 2 or the Class A-3A, Class
A-3B, Class
A-3C and Class A-3D Certificates, in the case of Loan Group 3) of
the Class A-1
Maximum Rate Cap, the Class A-2 Maximum Rate Cap and the Class A-3
Maximum Rate
Cap.
Wells Fargo: Wells Fargo Bank, N.A., or any successor thereto.
Wells Fargo Assignment Agreement: The Assignment, Assumption
and
Recognition Agreement, dated as of March 1, 2007, among Wells
Fargo, the
Depositor and the Sponsor pursuant to which the Wells Fargo
Servicing Agreements
and the rights of the Sponsor thereunder (other than the rights to
enforce the
representations and warranties with respect to the Wells Fargo
Loans) were
assigned to the Depositor for the benefit of the
Certificateholders.
Wells Fargo Loans: The Mortgage Loans serviced by Wells Fargo
pursuant to
the Wells Fargo Servicing Agreement.
Wells Fargo Servicing Agreement: The Seller's Warranties and
Servicing
Agreement, dated as of November 1, 2006, between the Merrill Lynch
Bank, USA and
Wells Fargo.
Wilshire: Wilshire Credit Corporation.
Wilshire Servicing Agreement: The Reconstituted Servicing
Agreement, dated
as of March 1, 2007, between Wilshire and the Depositor and
acknowledged by
Wells Fargo, as securities administrator and master servicer,
pursuant to which
Wilshire will service the Wilshire Loans for the benefit of the
Certificateholders.
Wilshire Loans: The Mortgage Loans serviced by Wilshire pursuant to
the
Wilshire Servicing Agreement.
Section 1.02 Accounting.
Unless otherwise specified herein, for the purpose of any
definition or
calculation, whenever amounts are required to be netted, subtracted
or added or
any distributions are taken into account such definition or
calculation and any
related definitions or calculations shall be determined without
duplication of
such functions.
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ARTICLE II
CONVEYANCE OF MORTGAGE
LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans to Trustee.
(a)
The Depositor concurrently with the execution and delivery of
this
Agreement, sells, transfers and assigns to the Issuing Entity
without recourse
all its right, title and interest in and to (i) the Mortgage Loans
identified in
the Mortgage Loan Schedule, including all interest and principal
due with
respect to the Mortgage Loans after the Cut-off Date, but excluding
any payments
of principal and interest due on or prior to the Cut-off Date; (ii)
such assets
as shall from time to time be credited or are required by the terms
of this
Agreement to be credited to the Master Servicer Collection Account,
(iii) such
assets relating to the Mortgage Loans as from time to time may be
held by the
Servicers in Protected Accounts, the Master Servicer in the Master
Servicer
Collection Account and the Securities Administrator in the
Distribution Account
for the benefit of the Trustee on behalf of the Certificateholders,
(iv) any REO
Property, (v) the Required Insurance Policies and any amounts paid
or payable by
the insurer under any Insurance Policy (to the extent the mortgagee
has a claim
thereto), (vi) the Mortgage Loan Purchase Agreement to the extent
provided in
Subsection 2.03(a), (vii) the rights with respect to the Servicing
Agreements as
assigned to the Depositor on behalf of the Certificateholders by
the Assignment
Agreements, (viii) the Corridor Contracts and Corridor Contract
Account, (ix)
the Cap Contract and Cap Contract Account, (x) the Swap Agreement
and Swap
Account and (xi) any proceeds of the foregoing. Although it is the
intent of the
parties to this Agreement that the conveyance of the Depositor's
right, title
and interest in and to the Mortgage Loans and other assets in the
Trust Fund
pursuant to this Agreement shall constitute a purchase and sale and
not a loan,
in the event that such conveyance is deemed to be a loan, it is the
intent of
the parties to this Agreement that the Depositor shall be deemed to
have granted
to the Trustee a first priority perfected security interest in all
of the
Depositor's right, title and interest in, to and under the Mortgage
Loans and
other assets in the Trust Fund, and that this Agreement shall
constitute a
security agreement under applicable law.
(b)
In connection with the above transfer and assignment, the
Depositor
hereby deposits with the Trustee or the Custodian, as its agent,
the following
documents or instruments
(I) with respect to
each Mortgage Loan, other than a Cooperative Loan:
(i) the original Mortgage Note, endorsed in the following form:
"Pay
to
the order of HSBC Bank USA, National Association, as Trustee for
the
registered holders of the Merrill Lynch Mortgage Investors, Inc.,
Mortgage
Pass-Through Certificates, Series 2007-A2, without recourse," with
all
prior and intervening endorsements showing a complete chain of
endorsement
from
the originator to the Person so endorsing to the Trustee;
(ii) the original recorded Mortgage or a copy of the Mortgage
certified by the public recording office in which such Mortgage has
been
recorded;
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<PAGE>
(iii) an original Assignment of the Mortgage executed in the
following
form: "HSBC Bank USA, National Association, as Trustee for the
registered
holders of the Merrill Lynch
Mortgage Investors, Inc., Mortgage
Pass-Through Certificates, Series 2007-A2.
(iv) the original recorded Assignment or Assignments of the
Mortgage
showing a complete chain of assignment from the originator to the
Person
assigning the Mortgage to the Trustee as contemplated by the
immediately
preceding clause (iii), if applicable and only to the extent
available to
the
Depositor with evidence of recording thereon;
(v) the originals of all assumption, modification, consolidation
or
extension agreements, with evidence of recording thereon, if
any;
(vi) the original of any guarantee executed in connection with
the
Mortgage Note;
(vii) the original mortgagee title insurance policy;
(viii) the original of any security agreement, chattel mortgage
or
equivalent document executed in connection with the Mortgage;
and
(ix) the original power of attorney, if applicable.
and (II) with respect to each Mortgage Loan that is a Cooperative
Loan:
(x) the original Mortgage Note, endorsed in the following form:
"Pay
to
the order of HSBC Bank USA, National Association, as Trustee for
the
registered holders of the Merrill Lynch Mortgage Investors, Inc.,
Mortgage
Pass-Through Certificates, Series 2007-A2, without recourse," with
all
prior and intervening endorsements showing a complete chain of
endorsement
from
the originator to the Person so endorsing to the Trustee;
(xi) the original duly executed assignment of Security Agreement
to
the
Trustee;
(xii) the acknowledgment copy of the original executed Form UCC-1
(or
certified copy thereof) with respect to the Security Agreement, and
any
required continuation statements;
(xiii) the acknowledgment copy of the original executed Form
UCC-3
with
respect to the Security Agreement, indicating the Trustee as
the
assignee of the secured party;
(xiv) the stock certificate representing the Cooperative Assets
allocated to the cooperative unit, with a stock power in blank
attached;
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(xv) the original collateral assignment of the proprietary lease
by
Mortgagor to the originator;
(xvi) a copy of the recognition agreement;
(xvii) if applicable and to the extent available, the original
intervening assignments, including warehousing assignments, if
any,
showing, to the extent available, an unbroken chain of the related
Mortgage
Loan
to the Trustee, together with a copy of the related Form UCC-3
with
evidence of filing thereon; and
(xviii) the originals of each assumption, modification or
substitution
agreement, if any, relating to the Mortgage Loan;
provided, however, that in lieu of the foregoing, the Depositor may
deliver the
following documents, under the circumstances set forth below: (w)
the Depositor
may deliver a Mortgage Note pursuant to (a)(i) and (b)(i) endorsed
in blank,
provided that the endorsement is completed within 60 days of the
Closing Date;
(x) in lieu of the original Mortgage, assignments to the Trustee or
its
Custodian, as applicable, or intervening assignments thereof which
have been
delivered, are being delivered or will, upon receipt of recording
information
relating to the Mortgage required to be included thereon, be
delivered to
recording offices for recording and have not been returned to the
Depositor in
time to permit their delivery as specified above, the Depositor may
deliver a
true copy thereof with a certification by the Depositor on the face
of such
copy, substantially as follows: "Certified to be a true and correct
copy of the
original, which has been transmitted for recording"; and (y) in
lieu of the
Mortgage, assignment to the Trustee or intervening assignments
thereof, if the
applicable jurisdiction retains the originals of such documents (as
evidenced by
a certification from the Depositor or the Master Servicer, to such
effect) the
Depositor may deliver photocopies of such documents containing an
original
certification by the judicial or other governmental authority of
the
jurisdiction where such documents were recorded; and provided,
further, however,
that in the case of Mortgage Loans which have been prepaid in full
after the
Cut-off Date and prior to the Closing Date, the Depositor, in lieu
of delivering
the above documents, may deliver to the Trustee or its Custodian,
as applicable,
a certification to such effect and shall deposit all amounts paid
in respect of
such Mortgage Loans in the Distribution Account on the Closing
Date. The
Depositor shall deliver such original documents (including any
original
documents as to which certified copies had previously been
delivered) to the
Trustee or its Custodian, as applicable, promptly after they are
received. As of
the date hereof, recordation of the assignment of the Mortgage
Loans to the
Trustee or the Custodian, as applicable, is not required in any
state by either
Rating Agency to obtain the initial rating on the Certificates
(upon which
statement the Master Servicer, the Trustee and the Custodian may
each
conclusively rely).
If
any original Mortgage Note referred to in Section 2.01(b)(I)(i)
or
2.01(b)(II)(i) above cannot be located, the obligations of the
Depositor to
deliver such documents shall be deemed to be satisfied upon
delivery to the
Trustee or its Custodian, as applicable, of a photocopy of such
Mortgage Note,
if available, with a lost note affidavit. If any of the original
Mortgage Notes
for which a lost note affidavit was delivered to the Trustee or its
Custodian,
as applicable, is subsequently located, such original Mortgage Note
shall be
delivered to the Trustee or its Custodian, as applicable, within
three Business
Days.
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<PAGE>
(c)
The parties hereto agree that it is not intended that any mortgage
loan
be included in the Trust Fund that is, without limitation, a "High
Cost Loan" as
defined by the Home Ownership and Equity Protection Act of 1994 or
any other
applicable anti-predatory lending laws, including but not limited
to (i) a
"High-Cost Home Loan" as defined in the New Jersey Home Ownership
Act effective
November 27, 2003, (ii) a "High-Cost Home Loan" as defined in the
New Mexico
Home Loan Protection Act effective January 1, 2004, (iii) a "High
Cost Home
Mortgage Loan" as defined in the Massachusetts Predatory Home Loan
Practices Act
effective November 7, 2004 or (iv) a "High-Cost Home Loan" as
defined by the
Indiana High Cost Home Loan Law effective January 1, 2005.
(d)
Notwithstanding anything to the contrary contained herein, the
parties
hereto acknowledge that the functions of the Trustee with respect
to the
custody, acceptance, inspection and release of Mortgage Files,
including but not
limited to certain insurance policies and documents contemplated by
Section 3.12
of this Agreement, and preparation and delivery of the
certifications shall be
performed by the Custodian(s) pursuant to the terms and conditions
of the
Custodial Agreement(s).
Section 2.02 Acceptance of Mortgage Loans by Trustee.
(a)
The Trustee acknowledges the sale, transfer and assignment of the
Trust
Fund to it by the Depositor and its receipt thereof, subject to
further review
and the exceptions which may be noted pursuant to the procedures
described
below, and declares that it, or the Custodian on its behalf, holds
the documents
(or certified copies thereof) delivered to it pursuant to Section
2.01,
including four Corridor Contracts (forms of which are attached
hereto as
Exhibits N-1, N-2, N-3 and N-4), and declares that it will continue
to hold
those documents and any amendments, replacements or supplements
thereto and all
other assets of the Trust Fund delivered to it as Trustee in trust
for the use
and benefit of all present and future Holders of the Certificates.
On or before
the Closing Date (or, with respect to any Substitute Mortgage Loan,
within five
Business Days after the receipt by the Trustee or Custodian
thereof), the
Trustee agrees, for the benefit of the Certificateholders, to
review or cause to
be reviewed by the Custodian on its behalf (under the Custodial
Agreement), each
Mortgage File delivered to it and to execute and deliver, or cause
to be
executed and delivered, to the Depositor on the Closing Date an
Initial
Certification. In conducting such review, the Trustee or Custodian
will certify
as to each Mortgage Loan listed in the Mortgage Loan Schedule
(other than any
Mortgage Loan paid in full or any Mortgage Loan specifically
identified in the
exception report annexed thereto as not being covered by such
certification),
(i) all documents constituting part of such Mortgage File (other
than such
documents described in Section 2.01(b)(I)(iii)) required to be
delivered to it
pursuant to this Agreement are in its possession, provided that
with respect to
the documents described in Section 2.01(b)(I)(v), (vi), (viii) and
(ix) and
2.01(b)(II)(viii) and (ix) to the extent the Trustee or the
Custodian on its
behalf has actual knowledge that such documents exist, (ii) such
documents have
been reviewed by it and are not torn, mutilated, defaced or
otherwise altered
(except if initialed by the obligor) and appear to relate on their
face to such
Mortgage Loan, (iii) based on its examination and only as to the
foregoing, the
information set forth in the Mortgage Loan Schedule corresponding
to the loan
number for the Mortgage Loan, the Mortgagor's name, including the
street address
but excluding the zip code, the Mortgage Interest Rate and the
original
principal balance of the Mortgage Loan accurately reflects
information set forth
in the Mortgage File and (iv) with respect to Mortgage Loans with a
Mortgage
Interest Rate subject to
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adjustment, the Gross Margin, the lifetime cap and the periodic cap
for such
Mortgage Loan. In performing any such review, the Trustee, or the
Custodian, as
its agent, may conclusively rely on the purported due execution and
genuineness
of any such document and on the purported genuineness of any
signature thereon.
Notwithstanding anything to the contrary in this Agreement, it is
herein
acknowledged that, in conducting such review, the Trustee or the
Custodian on
its behalf is under no duty or obligation to inspect, review or
examine any such
documents, instruments, certificates or other papers to determine
whether they
are genuine, enforceable, or appropriate for the represented
purpose or whether
they have actually been recorded or that they are other than what
they purport
to be on their face, or to determine whether any Person executing
any documents
is authorized to do so or whether any signature is genuine.
If
the Trustee or the Custodian, as its agent, finds any document
constituting part of the Mortgage File not to have been executed or
received, or
to be unrelated to the Mortgage Loans identified in Exhibit B or to
appear to be
defective on its face, the Trustee or the Custodian, as its agent,
shall
promptly notify the Sponsor. In accordance with the Mortgage Loan
Purchase
Agreement, the Sponsor shall correct or cure any such defect within
ninety (90)
days from the date of notice from the Trustee or the Custodian, as
its agent, of
the defect and if the Sponsor fails to correct or cure the defect
within such
period, and such defect materially and adversely affects the
interests of the
Certificateholders in the related Mortgage Loan, the Trustee, shall
enforce the
Sponsor's obligation pursuant to the Mortgage Loan Purchase
Agreement, within 90
days from the Trustee's or the Custodian's notification, to
purchase such
Mortgage Loan at the Purchase Price; provided that, if such defect
would cause
the Mortgage Loan to be other than a "qualified mortgage" as
defined in Section
860G(a)(3) of the Code, any such cure or repurchase must occur
within 90 days
from the date such breach was discovered; provided, however, that
if such defect
relates solely to the inability of the Sponsor to deliver the
original Security
Instrument or intervening assignments thereof, or a certified copy
because the
originals of such documents, or a certified copy have not been
returned by the
applicable jurisdiction, the Sponsor shall not be required to
purchase such
Mortgage Loan if the Sponsor delivers such original documents or
certified copy
promptly upon receipt, but in no event later than 360 days after
the Closing
Date. The foregoing repurchase obligation shall not apply in the
event that the
Sponsor cannot deliver such original or copy of any document
submitted for
recording to the appropriate recording office in the applicable
jurisdiction
because such document has not been returned by such office;
provided that the
Sponsor shall instead deliver a recording receipt of such recording
office or,
if such receipt is not available, a certificate confirming that
such documents
have been accepted for recording, and delivery to the Trustee or
the Custodian,
as its agent, shall be effected by the Sponsor within thirty days
of its receipt
of the original recorded document.
(b)
No later than 180 days after the Closing Date, the Trustee or
the
Custodian, as its agent, will review, for the benefit of the
Certificateholders,
the Mortgage Files delivered to it and will execute and deliver or
cause to be
executed and delivered to the Depositor a Final Certification. In
conducting
such review, the Trustee or the Custodian, as its agent, will
certify as to each
Mortgage Loan listed in the Mortgage Loan Schedule (other than any
Mortgage Loan
paid in full or any Mortgage Loan specifically identified in the
exception
report annexed thereto as not being covered by such certification),
that (i) all
documents constituting part of such Mortgage File (other than such
documents
described in Section 2.01(b)(I)(v) and (ix)) required to be
delivered to it
pursuant to this Agreement are in its possession, provided that
with respect to
the documents described in Section 2.01(b)(I)(v), (vi), (viii) and
(ix) and
2.01(b)(II)(viii) and (ix)
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to the extent the Trustee or the Custodian on its behalf has actual
knowledge
that such documents exist, (ii) such documents have been reviewed
by it and are
not torn, mutilated, defaced or otherwise altered (except if
initialed by the
obligor) and appear regular on their face and relate to such
Mortgage Loan,
(iii) based on its examination and only as to the foregoing, the
information set
forth in the Mortgage Loan Schedule corresponding to the loan
number for the
Mortgage Loan, the Mortgagor's name, including the street address
but excluding
the zip code, the Mortgage Interest Rate and the original principal
balance of
the Mortgage Loan accurately reflects information set forth in the
Mortgage
File. In performing any such review, the Trustee, or the Custodian,
as its
agent, may conclusively rely on the purported due execution and
genuineness of
any such document and on the purported genuineness of any signature
thereon.
Notwithstanding anything to the contrary in this Agreement, it is
herein
acknowledged that, in conducting such review, the Trustee or the
Custodian on
its behalf is under no duty or obligation (i) to inspect, review or
examine any
such documents, instruments, certificates or other papers to
determine whether
they are genuine, enforceable, or appropriate for the represented
purpose or
whether they have actually been recorded or that they are other
than what they
purport to be on their face, or to determine whether any Person
executing any
documents is authorized to do so or whether any signature is
genuine. If the
Trustee or the Custodian, as its agent, finds any document
constituting part of
the Mortgage File not to have been executed or received, or to be
unrelated to
the Mortgage Loans identified in Exhibit B or to appear to be
defective on its
face, the Trustee or the Custodian, as its agent, shall promptly
notify the
Sponsor. In accordance with the Mortgage Loan Purchase Agreement,
the Sponsor
shall correct or cure any such defect within 90 days from the date
of notice
from the Trustee of the defect and if the Sponsor is unable to cure
such defect
within such period, and if such defect materially and adversely
affects the
interests of the Certificateholders in the related Mortgage Loan,
the Trustee
shall enforce the Sponsor's obligation under the Mortgage Loan
Purchase
Agreement to purchase such Mortgage Loan at the Purchase Price,
provided,
however, that if such defect relates solely to the inability of the
Sponsor to
deliver the original Security Instrument or intervening assignments
thereof, or
a certified copy, because the originals of such documents, or a
certified copy,
have not been returned by the applicable jurisdiction, the Sponsor
shall not be
required to purchase such Mortgage Loan, if the Sponsor delivers
such original
documents or certified copy promptly upon receipt, but in no event
later than
360 days after the Closing Date.
(c)
In the event that a Mortgage Loan is purchased by the Sponsor
in
accordance with Subsections 2.02(a) or (b) above, the Sponsor shall
remit to the
Master Servicer the Purchase Price for deposit in the Master
Servicer Collection
Account and the Sponsor shall provide to the Trustee written
notification
detailing the components of the Purchase Price. Upon deposit of the
Purchase
Price in the Master Servicer Collection Account, the Depositor
shall give
written notice thereof to the Trustee and the Custodian and the
Trustee or the
Custodian, as its agent (upon receipt of a Request for Release in
the form of
Exhibit D attached hereto with respect to such Mortgage Loan),
shall release to
the Sponsor the related Mortgage File and the Trustee shall execute
and deliver
all instruments of transfer or assignment, without recourse,
furnished to it by
the Sponsor as are necessary to vest in the Sponsor title to and
rights under
the Mortgage Loan. Such purchase shall be deemed to have occurred
on the date on
which the Purchase Price in available funds is received by the
Trustee. The
Depositor or Master Servicer shall amend the Mortgage Loan
Schedule, to reflect
such repurchase and shall promptly notify the Rating Agencies and
the Master
Servicer of such amendment. The obligation of the Sponsor to
repurchase any
Mortgage Loan as to which such a defect in a constituent document
exists shall
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be the sole remedy respecting such defect available to the
Certificateholders or
to the Trustee on their behalf.
Section 2.03 Assignment of Interest in the Mortgage Loan
Purchase
Agreement.
(a)
The Depositor hereby assigns to the Trustee, on behalf of the
Certificateholders, all of its right, title and interest in the
Mortgage Loan
Purchase Agreement, including but not limited to Depositor's rights
pursuant to
the Servicing Agreements (noting that the Sponsor has retained the
right in the
event of breach of the representations, warranties and covenants,
if any, with
respect to the related Mortgage Loans of the related Servicer under
the related
Servicing Agreement to enforce the provisions thereof and to seek
all or any
available remedies). The obligations of the Sponsor to substitute
or repurchase,
as applicable, a Mortgage Loan shall be the Trustee's and the
Certificateholders' sole remedy for any breach thereof. At the
request of the
Trustee, the Depositor shall take such actions as may be necessary
to enforce
the above right, title and interest on behalf of the Trustee and
the
Certificateholders or shall execute such further documents as the
Trustee may
reasonably require in order to enable the Trustee to carry out such
enforcement.
With respect to the representations and warranties described in the
Mortgage
Loan Purchase Agreement that are made to the best of the Sponsor's
knowledge, if
it is discovered by any of the Depositor, the Sponsor, the Master
Servicer, the
Securities Administrator or the Trustee that the substance of
such
representation and warranty is inaccurate and such inaccuracy
materially and
adversely affects the value of the related Mortgage Loan, then
notwithstanding
the Sponsor's lack of knowledge with respect to the substance of
such
representation and warranty, such inaccuracy shall be deemed a
breach of the
applicable representation or warranty.
(b)
If the Depositor, the Master Servicer, Securities Administrator or
the
Trustee discovers a breach of any of the representations and
warranties set
forth in the Mortgage Loan Purchase Agreement, which breach
materially and
adversely affects the value of the interests of Certificateholders
or the
Trustee in the related Mortgage Loan, the party discovering the
breach shall
give prompt written notice of the breach to the other parties. The
Sponsor,
within 90 days of its discovery or receipt of notice that such
breach has
occurred (whichever occurs earlier), shall cure the breach in all
material
respects or, subject to the Mortgage Loan Purchase Agreement or
Section 2.04 of
this Agreement, as applicable, shall purchase the Mortgage Loan or
any property
acquired with respect thereto from the Trustee; provided, however,
that if there
is a breach of any representation set forth in the Mortgage Loan
Purchase
Agreement or Section 2.04 of this Agreement, as applicable, and the
Mortgage
Loan or the related property acquired with respect thereto has been
sold, then
the Sponsor shall pay, in lieu of the Purchase Price, any excess of
the Purchase
Price over the Net Liquidation Proceeds received upon such sale.
(If the Net
Liquidation Proceeds exceed the Purchase Price, any excess shall be
paid to the
Sponsor to the extent not required by law to be paid to the
borrower.) Any such
purchase by the Sponsor shall be made by providing an amount equal
to the
Purchase Price to the Master Servicer for deposit in the Master
Servicer
Collection Account and written notification detailing the
components of such
Purchase Price. The Depositor shall notify the Trustee in writing
of the deposit
of the Purchase Price and submit to the Trustee or the Custodian,
as its agent,
a Request for Release, and the Trustee shall release, or the
Trustee shall cause
the Custodian to release, to the Sponsor the related Mortgage File
and the
Trustee shall execute and deliver all instruments of transfer or
assignment
furnished to it by the Sponsor, without recourse, as are necessary
to vest in
the Sponsor title to and rights under the Mortgage Loan or any
property acquired
with respect
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thereto. Such purchase shall be deemed to have occurred on the date
on which the
Purchase Price in available funds is received by the Master
Servicer. The
Depositor or the Master Servicer shall amend the Mortgage Loan
Schedule to
reflect such repurchase and shall promptly notify the Master
Servicer and the
Rating Agencies of such amendment. Enforcement of the obligation of
the Sponsor
to purchase (or substitute a Substitute Mortgage Loan for) any
Mortgage Loan or
any property acquired with respect thereto (or pay the Purchase
Price as set
forth in the above proviso) as to which a breach has occurred and
is continuing
shall constitute the sole remedy respecting such breach available
to the
Certificateholders or the Trustee on their behalf.
Section 2.04 Substitution of Mortgage Loans. Notwithstanding
anything to
the contrary in this Agreement, in lieu of purchasing a Mortgage
Loan pursuant
to the Mortgage Loan Purchase Agreement or Sections 2.02 or 2.03 of
this
Agreement, the Sponsor may, no later than the date by which such
purchase by the
Sponsor would otherwise be required, tender to the Trustee a
Substitute Mortgage
Loan accompanied by a certificate of an authorized officer of the
Sponsor that
such Substitute Mortgage Loan conforms to the requirements set
forth in the
definition of "Substitute Mortgage Loan" in the Mortgage Loan
Purchase Agreement
or this Agreement, as applicable; provided, however, that
substitution pursuant
to the Mortgage Loan Purchase Agreement or Section 2.04 of this
Agreement, as
applicable, in lieu of purchase shall not be permitted after the
termination of
the two-year period beginning on the Startup Day; provided,
further, that if the
breach would cause the Mortgage Loan to be other than a "qualified
mortgage" as
defined in Section 860G(a)(3) of the Code, any such cure or
substitution must
occur within 90 days from the date the breach was discovered. The
Trustee or the
Custodian, as its agent, shall examine the Mortgage File for any
Substitute
Mortgage Loan in the manner set forth in Section 2.02(a) and the
Trustee or the
Custodian, as its agent, shall notify the Sponsor, in writing,
within five
Business Days after receipt, whether or not the documents relating
to the
Substitute Mortgage Loan satisfy the requirements of the fourth
sentence of
Subsection 2.02(a). Within two Business Days after such
notification, the
Sponsor shall provide to the Securities Administrator for deposit
in the
Distribution Account the amount, if any, by which the Outstanding
Principal
Balance as of the next preceding Due Date of the Mortgage Loan for
which
substitution is being made, after giving effect to Scheduled
Principal due on
such date, exceeds the Outstanding Principal Balance as of such
date of the
Substitute Mortgage Loan, after giving effect to Scheduled
Principal due on such
date, which amount shall be treated for the purposes of this
Agreement as if it
were the payment by the Sponsor of the Purchase Price for the
purchase of a
Mortgage Loan by the Sponsor. After such notification to the
Sponsor and, if any
such excess exists, upon written notification of the receipt of
such deposit,
the Trustee shall accept such Substitute Mortgage Loan which shall
thereafter be
deemed to be a Mortgage Loan hereunder. In the event of such a
substitution,
accrued interest on the Substitute Mortgage Loan for the month in
which the
substitution occurs and any Principal Prepayments made thereon
during such month
shall be the property of the Issuing Entity and accrued interest
for such month
on the Mortgage Loan for which the substitution is made and any
Principal
Prepayments made thereon during such month shall be the property of
the Sponsor.
The Scheduled Principal on a Substitute Mortgage Loan due on the
Due Date in the
month of substitution shall be the property of the Sponsor and the
Scheduled
Principal on the Mortgage Loan for which the substitution is made
due on such
Due Date shall be the property of the Issuing Entity. Upon
acceptance of the
Substitute Mortgage Loan (and delivery to the Trustee or Custodian
of a Request
for Release for such Mortgage Loan), the Trustee shall release to
the Sponsor
the related Mortgage File related to any Mortgage Loan released
pursuant to the
Mortgage Loan Purchase Agreement or Section
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2.04 of this Agreement, as applicable, and shall execute and
deliver all
instruments of transfer or assignment, without recourse, in form as
provided to
it as are necessary to vest in the Sponsor title to and rights
under any
Mortgage Loan released pursuant to the Mortgage Loan Purchase
Agreement or
Section 2.04 of this Agreement, as applicable. The Sponsor shall
deliver the
documents related to the Substitute Mortgage Loan in accordance
with the
provisions of the Mortgage Loan Purchase Agreement or Subsections
2.01(b) and
2.02(b) of this Agreement, as applicable, with the date of
acceptance of the
Substitute Mortgage Loan deemed to be the Closing Date for purposes
of the time
periods set forth in those Subsections. The representations and
warranties set
forth in the Mortgage Loan Purchase Agreement shall be deemed to
have been made
by the Sponsor with respect to each Substitute Mortgage Loan as of
the date of
acceptance of such Mortgage Loan by the Trustee. The Master
Servicer shall amend
the Mortgage Loan Schedule to reflect such substitution and shall
provide a copy
of such amended Mortgage Loan Schedule to the Trustee and the
Rating Agencies.
Notwithstanding any other provision of this Agreement, the right
to
substitute Mortgage Loans pursuant to this Article II shall be
subject to the
additional limitations that no substitution of a Mortgage Loan
shall be made
unless the Securities Administrator and the Trustee shall have
received an
Opinion of Counsel (at the expense of the party seeking to make
the
substitution) that, under current law, such substitution will not
(A) affect
adversely the status of any REMIC established hereunder as a REMIC,
or of the
related "regular interests" as "regular interests" in any such
REMIC, or (B)
cause any such REMIC to engage in a "prohibited transaction" or
prohibited
contribution pursuant to the REMIC provisions.
Section 2.05 Issuance of Certificates. The Trustee acknowledges
the
assignment to it on behalf of the Issuing Entity of the Mortgage
Loans and the
other assets comprising the Trust Fund and, concurrently therewith,
the
Securities Administrator has signed, and countersigned and
delivered to the
Depositor, in exchange therefor, Certificates in such authorized
denominations
representing such Percentage Interests as the Depositor has
requested. The
Trustee agrees that it will hold the Mortgage Loans and such other
assets as may
from time to time be delivered to it segregated on the books of the
Trustee in
trust for the benefit of the Certificateholders.
Section 2.06 Representations and Warranties Concerning the
Depositor. The
Depositor hereby represents and warrants to the Trustee, the Master
Servicer and
the Securities Administrator as follows:
(i) the Depositor (a) is a corporation duly organized, validly
existing and in good standing under the laws of the State of
Delaware and
(b)
is qualified and in good standing as a foreign corporation to
do
business in each jurisdiction where such qualification is
necessary, except
where the failure so to qualify would not reasonably be expected to
have a
material adverse effect on the Depositor's business as presently
conducted
or
on the Depositor's ability to enter into this Agreement and to
consummate the transactions contemplated hereby;
(ii) the Depositor has full corporate power to own its property,
to
carry on its business as presently conducted and to enter into and
perform
its
obligations under this Agreement;
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(iii) the execution and delivery by the Depositor of this
Agreement
have
been duly authorized by all necessary corporate action on the part
of
the
Depositor; and neither the execution and delivery of this
Agreement,
nor
the consummation of the transactions herein contemplated, nor
compliance with the provisions hereof, will conflict with or result
in a
breach of, or constitute a default under, any of the provisions of
any law,
governmental rule, regulation, judgment, decree or order binding on
the
Depositor or its properties or the articles of incorporation or
by-laws of
the
Depositor, except those conflicts, breaches or defaults which would
not
reasonably be expected to have a material adverse effect on the
Depositor's
ability to enter into this Agreement and to consummate the
transactions
contemplated hereby;
(iv) the execution, delivery and performance by the Depositor of
this
