<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-F1
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S>
<C>
ARTICLE I DEFINITIONS
................................................... 8
Section 1.02
Accounting
............................................. 65
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES .................................................
65
Section 2.01
Conveyance of Mortgage
Loans to Trustee ................ 65
Section 2.02
Acceptance of Mortgage
Loans by Trustee ................ 68
Section 2.03
Assignment of Interest
in the Mortgage Loan Purchase
Agreement ..............................................
71
Section 2.04
Substitution of
Mortgage Loans ......................... 72
Section 2.05
Issuance of
Certificates ............................... 74
Section 2.06
Representations and
Warranties Concerning the
Depositor ..............................................
74
Section 2.07
Representations and
Warranties Concerning the Master
Servicer and Securities Administrator ..................
75
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
.............. 76
Section 3.01
Master Servicer
........................................ 76
Section 3.02
REMIC-Related
Covenants ................................ 78
Section 3.03
Monitoring of
Servicers ................................ 78
Section 3.04
Fidelity Bond
.......................................... 79
Section 3.05
Power to Act;
Procedures ............................... 79
Section 3.06
Due-on-Sale Clauses;
Assumption Agreements ............. 80
Section 3.07
Release of Mortgage
Files .............................. 80
Section 3.08
Documents, Records and
Funds in Possession of Master
Servicer To Be Held for Trustee ........................
81
Section 3.09
Standard Hazard
Insurance and Flood Insurance Policies . 82
Section 3.10
Presentment of Claims
and Collection of Proceeds ....... 82
Section 3.11
Maintenance of the
Primary Mortgage Insurance
Policies ...............................................
83
Section 3.12
Trustee to Retain
Possession of Certain Insurance
Policies and Documents .................................
83
Section 3.13
Realization Upon
Defaulted Mortgage Loans .............. 84
Section 3.14
Compensation for the
Master Servicer ................... 84
Section 3.15
REO Property
........................................... 84
Section 3.16
Annual Statement as to
Compliance ...................... 85
Section 3.17
Reports on Assessment
of Compliance and Attestation .... 86
Section 3.18
Periodic Filings
....................................... 89
Section 3.19
Compliance with
Regulation AB .......................... 95
Section 3.20
Servicing Rights Owner
................................. 96
ARTICLE IV ACCOUNTS
..................................................... 96
Section 4.01
Protected Accounts
..................................... 96
Section 4.02
Master Servicer
Collection Account ..................... 98
</TABLE>
<PAGE>
<TABLE>
<S>
<C>
Section 4.03
Permitted Withdrawals
and Transfers from the Master
Servicer Collection Account ............................
99
Section 4.04
Distribution Account
................................... 100
Section 4.05
Permitted Withdrawals
and Transfers from the
Distribution Account ...................................
101
ARTICLE V CERTIFICATES
.................................................. 102
Section 5.01
The Certificates
....................................... 102
Section 5.02
Certificate Register;
Registration of Transfer and
Exchange of Certificates ...............................
103
Section 5.03
Mutilated, Destroyed,
Lost or Stolen Certificates ...... 107
Section 5.04
Persons Deemed Owners
.................................. 108
Section 5.05
Access to List of
Certificateholders' Names and
Addresses ..............................................
108
Section 5.06
Book-Entry
Certificates ................................ 108
Section 5.07
Notices to Depository
.................................. 109
Section 5.08
Definitive
Certificates ................................ 109
Section 5.09
Maintenance of Office
or Agency ........................ 110
ARTICLE VI PAYMENTS TO CERTIFICATEHOLDERS
............................... 110
Section 6.01
Distributions
.......................................... 110
Section 6.02
Allocation of Realized
Losses .......................... 118
Section 6.03
Subordination
.......................................... 120
Section 6.04
Payments
............................................... 120
Section 6.05
Statements to
Certificateholders ....................... 121
Section 6.06
Compensating Interest
Payments ......................... 124
Section 6.07
Allocation of Certain
Interest Shortfalls .............. 124
ARTICLE VII THE MASTER SERVICER AND THE DEPOSITOR
....................... 125
Section 7.01
Liabilities of the
Master Servicer ..................... 125
Section 7.02
Merger or
Consolidation of the Master Servicer ......... 125
Section 7.03
Indemnification from
the Master Servicer and the
Depositor ..............................................
125
Section 7.04
Limitations on
Liability of the Master Servicer and
Others .................................................
126
Section 7.05
Master Servicer Not to
Resign .......................... 127
Section 7.06
Successor Master
Servicer .............................. 127
Section 7.07
Sale and Assignment of
Master Servicing ................ 127
ARTICLE VIII DEFAULT
.................................................... 128
Section 8.01
Events of Default
...................................... 128
Section 8.02
Trustee to Act;
Appointment of Successor ............... 129
Section 8.03
Notification to
Certificateholders ..................... 131
Section 8.04
Waiver of Defaults
..................................... 131
Section 8.05
List of
Certificateholders ............................. 131
ARTICLE IX CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR
...... 131
</TABLE>
iii
<PAGE>
<TABLE>
<S>
<C>
Section 9.01
Duties of Trustee
...................................... 131
Section 9.02
Certain Matters
Affecting the Trustee and the
Securities Administrator ...............................
134
Section 9.03
Trustee and Securities
Administrator Not Liable for
Certificates or Mortgage Loans .........................
135
Section 9.04
Trustee and Securities
Administrator May Own
Certificates
........................................... 136
Section 9.05
Trustee's and
Securities Administrator's Fees and
Expenses ...............................................
136
Section 9.06
Eligibility
Requirements for Trustee and Securities
Administrator ..........................................
137
Section 9.07
Insurance
.............................................. 138
Section 9.08
Resignation and
Removal of the Trustee and Securities
Administrator ..........................................
138
Section 9.09
Successor Trustee and
Successor Securities Administrator 139
Section 9.10
Merger or
Consolidation of Trustee or Securities
Administrator ..........................................
139
Section 9.11
Appointment of
Co-Trustee or Separate Trustee .......... 140
Section 9.12
Federal Information
Returns and Reports to
Certificateholders; REMIC Administration ...............
141
ARTICLE X TERMINATION
................................................... 146
Section 10.01
Termination upon Liquidation or Repurchase of all
Mortgage Loans .........................................
146
Section 10.02
Final Distribution on the Certificates .................
147
Section 10.03
Additional Termination Requirements ....................
148
ARTICLE XI MISCELLANEOUS PROVISIONS
..................................... 149
Section 11.01
Intent of Parties ......................................
149
Section 11.02
Amendment ..............................................
149
Section 11.03
Recordation of Agreement ...............................
151
Section 11.04
Limitation on Rights of Certificateholders .............
151
Section 11.05
Acts of Certificateholders .............................
152
Section 11.06
Governing Law ..........................................
153
Section 11.07
Notices ................................................
153
Section 11.08
Severability of Provisions .............................
153
Section 11.09
Successors and Assigns .................................
154
Section 11.10
Article and Section Headings ...........................
154
Section 11.11
Counterparts ...........................................
154
Section 11.12
Notice to Rating Agencies ..............................
154
ARTICLE XII REMIC ADMINISTRATION
........................................ 154
Section 12.01
[Reserved] .............................................
154
Section 12.02
Prohibited Transactions and Activities .................
154
Section 12.03
Indemnification with Respect to Prohibited Transactions
or Loss of REMIC Status ................................
155
Section 12.04
REO Property ...........................................
155
</TABLE>
iv
<PAGE>
EXHIBITS
Exhibit A-1
- Form of Class A, IO, PO and Class M Certificates
Exhibit A-2
- Form of Class B Certificates
Exhibit A-3
- Form of Class A-R Certificate
Exhibit A-4
Form of Class P Certificate
Exhibit B
- Mortgage Loan Schedule
Exhibit C
- [Reserved]
Exhibit D
- Request for Release of Documents
Exhibit E-1
- Form of Transferee's Letter and Affidavit
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
- [Reserved]
Exhibit I-1 to I-5 - 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
- [Reserved]
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
v
<PAGE>
POOLING AND SERVICING AGREEMENT
This
Pooling and Servicing Agreement is dated as of March 1, 2007
(the
"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 Seller 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 that
portion of the Trust Fund relating to the Certificates. All
covenants and
agreements made by the Seller 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 the
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 (other than amounts payable to the Class P Certificates) be
treated for
federal income tax purposes as comprising three real estate
mortgage investment
conduits (each a "REMIC" or, in the alternative, "REMIC 1," "REMIC
2" and the
"Upper Tier REMIC," respectively) in a tiered structure. The
Certificates
created under this Agreement, other than the Class A-R Certificate
and the Class
P Certificate, shall represent ownership of regular interests in
the Upper Tier
REMIC. The Class A-R Certificate represents the sole class of
residual interest
in each of REMIC 1, REMIC 2 and the Upper Tier REMIC.
The
Upper Tier REMIC shall hold as its assets the several classes
of
uncertificated REMIC 2 Regular Interests. REMIC 2 shall hold as its
assets the
several classes of uncertificated REMIC 1 Regular Interests. REMIC
1 shall hold
as its assets the property of the Trust Fund other than (i) the
REMIC 1
Interests and the REMIC 2 Interests and (ii) the amounts payable to
the Class P
Certificates.
Each
Upper Tier REMIC Regular Interest is hereby designated as a
regular
interest in the Upper Tier REMIC for purposes of the REMIC
Provisions. Each
REMIC 2 Regular Interest is hereby designated as a regular interest
in REMIC 2
for purposes of the REMIC Provisions. Each
<PAGE>
REMIC 1 Regular Interest is hereby designated as a regular interest
in REMIC 1
for purposes of the REMIC Provisions.
The
Class LT1-R Interest is hereby designated as the sole class of
residual
interest in REMIC 1 for purposes of the REMIC Provisions. The Class
LT2-R
Interest is hereby designated as the sole class of residual
interest in REMIC 2
for purposes of the REMIC Provisions. The Class UT-R Interest is
hereby
designated as the sole class of residual interest in the Upper Tier
REMIC for
purposes of the REMIC Provisions. The Class A-R Certificate shall
represent the
Class LT1-R Interest, the Class LT2-R Interest and the Class UT-R
Interest. The
entitlement of the Class A-R Certificate to payments in respect of
principal and
interest shall be attributable to its representation of the Class
UT-R Interest.
THE REMIC 1 INTERESTS
The following table sets forth (or describes) the class
designation, interest
rate, initial principal balance, and related Subgroup for each
class of REMIC 1
Interests:
<TABLE>
<CAPTION>
Principal
Interest
Related Mortgage groups
Class Designation Balance Rate
or Mortgage Group
----------------- --------- --------
--------------------------------------
<S>
<C>
<C>
<C>
LT11A
(2)
(11) Subgroup
1
LT11B
(3)
(12) Subgroup
1
LT12A
(4)
(11) Subgroup
2
LT12B
(5)
(13) Subgroup
2
LT13A
(6)
(11) Subgroup
3
LT13B
(7)
(14) Subgroup
3
LT14A
(8)
(11) Subgroup
4
LT14B
(9)
(15) Subgroup
4
LT1Z
(10)
(11) Subgroup 1,
Subgroup 2, Subgroup 3 and
Subgroup 4
LT1PO
(16)
0.00% Subgroup
1, Subgroup 3
LT1IO1
(17)
6.00% Subgroup
2
LT1IO2
(18)
6.25% Subgroup
4
LT1-R
(1)
(1) N/A
</TABLE>
----------
(1) The Class LT1-R
Interest represents the sole class of residual interest in
REMIC 1 and has neither a principal amount nor an interest rate.
The Class
LT1-R Interest shall be represented by the Class A-R
Certificate.
(2) The initial
principal balance of the Class LT11A Interest shall equal 1% of
the
excess of (x) the initial Non-PO Subgroup 1 Allocated Amount over
(y)
the
initial principal balances of the Subgroup 1 Certificates.
(3) The initial
principal balance of the Class LT11B Interest shall equal 1% of
the
initial Non-PO Subgroup 1 Allocated Amount.
(4) The initial
principal balance of the Class LT12A Interest shall equal 1% of
the
excess of (x) the initial Subgroup 2 Principal Balance over (y)
the
initial principal balances of the Subgroup 2 Certificates.
(5) The initial
principal balance of the Class LT12B Interest shall equal 1% of
the
initial Subgroup 2 Principal Balance.
(6) The initial
principal balance of the Class LT13A Interest shall equal 1% of
the
excess of (x) the initial Non-PO Subgroup 3 Allocated Amount over
(y)
the
initial principal balances of the Subgroup 3 Certificates.
-2-
<PAGE>
(7) The initial
principal balance of the Class LT13B Interest shall equal 1% of
the
initial Non-PO Subgroup 3 Allocated Amount.
(8) The initial
principal balance of the Class LT14A Interest shall equal 1% of
the
excess of (x) the initial Subgroup 4 Principal Balance over (y)
the
initial principal balances of the Subgroup 4 Certificates.
(9) The initial
principal balance of the Class LT14B Interest shall equal 1% of
the
initial Subgroup 4 Principal Balance.
(10) The initial principal balance of the Class LT1Z Interest shall
equal the
excess of (x) the sum of the initial Non-PO Subgroup 1 Allocated
Amount,
the
initial Subgroup 2 Principal Balance, the initial Non-PO Subgroup
3
Allocated Amount and the initial Subgroup 4 Principal Balance over
(y) the
sum
of the initial principal amounts of each of the REMIC 1 Regular
Interests with a designation ending in "A" or "B".
(11) The Class LT11A Interest, the Class LT12A Interest, the Class
LT13A
Interest, the Class LT14A Interest and the Class LT1Z Interest
shall have
an
interest rate for each Distribution Date (and the related
Accrual
Period) equal to the weighted average of the Subgroup 1 Remittance
Rate,
the
Subgroup 2 Remittance Rate, the Subgroup 3 Remittance Rate and
the
Subgroup 4 Remittance Rate (weighted based on the Non-PO Subgroup
1
Allocated Amount, the Subgroup 2 Principal Balance, the Non-PO
Subgroup 3
Allocated Amount and the Subgroup 4 Principal Balance,
respectively).
(12) The Class LT11B Interest shall have an interest rate for any
Distribution
Date
(and the related Accrual Period) equal to the Subgroup 1
Remittance
Rate.
(13) The Class LT12B Interest shall have an interest rate for any
Distribution
Date (and the related
Accrual Period) equal to the Subgroup 2 Remittance
Rate.
(14) The Class LT13B Interest shall have an interest rate for any
Distribution
Date
(and the related Accrual Period) equal to the Subgroup 3
Remittance
Rate.
(15) The Class LT14B Interest shall have an interest rate for any
Distribution
Date
(and the related Accrual Period) equal to the Subgroup 4
Remittance
Rate.
(16) The initial principal balance of the Class LT1PO Interest
shall equal the
initial principal amount of the Class PO Certificates.
(17) The Class LT1IO1 Interest is an interest-only interest, has no
principal
balance, is not entitled to payments of principal and will bear
interest on
its
notional amount. The notional amount of the Class LT1IO1 Interest
shall
equal the Class IO-1 Notional Amount.
(18) The Class LT1IO2 Interest is an interest-only interest, has no
principal
balance, is not entitled to payments of principal and will bear
interest on
its
notional amount. The notional amount of the Class LT1IO2 Interest
shall
equal the Class IO-2 Notional Amount.
On
each Distribution Date, the Securities Administrator shall first
pay or
charge as an expense of REMIC 1 all expenses of the Issuing Entity
for such
Distribution Date.
Interest shall be payable to, and shortfalls and losses are
allocable to,
the Class LT1IO1 Interest as such amounts are payable or allocable
to Class IO-1
Certificates. Interest shall be payable to, and shortfalls and
losses are
allocable to, the Class LT1IO2 Interest as such amounts are payable
or allocable
to Class IO-2 Certificates.
Principal shall be payable to, and shortfalls, losses, prepayments
and
increases in principal amount related to Subsequent Recoveries are
allocable to,
the Class LT1PO Interest as such amounts are payable or allocable
to the Class
PO Certificates.
-3-
<PAGE>
After the allocations and distributions are made pursuant to the
two
immediately preceding paragraphs, principal distributions shall be
deemed to be
made and Realized Losses shall be deemed allocated to the REMIC 1
Interests
first, so as to keep the uncertificated principal balance of each
REMIC 1
Interest ending with the designation "A" equal to 1% of the excess
of (x) the
Non-PO Subgroup 1 Allocated Amount (in the case of the Class LT11A
Interest),
the Subgroup 2 Principal Balance (in the case of the Class LT12A
Interest), the
Non-PO Subgroup 3 Allocated Amount (in the case of the Class LT13A
Interest) or
the Subgroup 4 Principal Balance (in the case of the Class LT14A
Interest) over
(y) the aggregate class principal amounts of the Subgroup 1
Certificates (in the
case of the Class LT11A Interest), the Subgroup 2 Certificates (in
the case of
the Class LT12A Interest), the Subgroup 3 Certificates (in the case
of the Class
LT13A Interest), or the Subgroup 4 Certificates (in the case of the
Class LT14A
Interest) (except that if 1% of any such excess is greater than the
principal
amount of the corresponding REMIC 1 Interest ending with the
designation "A",
the least amount of principal and Realized Losses shall be
distributed and
allocated to such REMIC 1 Interests such that the REMIC 1
Subordinate Balance
Ratio is maintained); second, to each REMIC 1 Interest ending with
the
designation "B" so as to keep the uncertificated principal balance
of each such
REMIC 1 Interest equal to 1% of the Non-PO Subgroup 1 Allocated
Amount (in the
case of the Class LT11B Interest), the Subgroup 2 Principal Balance
(in the case
of the Class LT12B Interest), the Non-PO Subgroup 3 Allocated
Amount (in the
case of the Class LT13B Interest) or the Subgroup 4 Principal
Balance (in the
case of the Class LT14B Interest) and finally, all remaining
principal amounts
and Realized Losses shall be distributed and allocated in respect
of the Class
LT1Z Interest.
If
on any Distribution Date the Class Certificate Balance of any Class
of
Certificates (other than the Class PO Certificates) is increased
due to
Subsequent Recoveries pursuant to the definition of "Class
Certificate Balance",
then there shall be an equivalent aggregate increase in the
principal amounts of
the REMIC 1 Regular Interests, with such increase allocated (before
the making
of distributions and the allocation of losses on the REMIC 1
Regular Interests
on such Distribution Date) among the REMIC 1 Regular Interests as
follows: (i)
first, to each REMIC 1 Interest ending with the designation "B" so
as to keep
the uncertificated principal balance of each such REMIC 1 Interest
equal to 1%
of the Non-PO Subgroup 1 Allocated Amount (in the case of the Class
LT11B
Interest), the Subgroup 2 Principal Balance (in the case of the
Class LT12B
Interest), the Non-PO Subgroup 3 Allocated Amount (in the case of
the Class
LT13B Interest) or the Subgroup 4 Principal Balance (in the case of
the Class
LT14B Interest), (ii) second, to each REMIC 1 Regular Interest
ending with the
designation "A", so that the uncertificated principal balance of
each REMIC 1
Regular Interest ending with the designation "A" is as close as
possible to (but
does not exceed) 1% of the excess of (x) the Non-PO Subgroup 1
Allocated Amount
(in the case of the Class LT11A Interest), the Subgroup 2 Principal
Balance (in
the case of the Class LT12A Interest), the Non-PO Subgroup 3
Allocated Amount
(in the case of the Class LT13A Interest) or the Subgroup 4
Principal Balance
(in the case of the Class LT14A Interest) over (y) the aggregate
class principal
amounts of the Subgroup 1 Certificates (in the case of the Class
LT11A
Interest), the Subgroup 2 Certificates (in the case of the Class
LT12A
Interest), the Subgroup 3 Certificates (in the case of the Class
LT13A
Interest), or the Subgroup 4 Certificates (in the case of the Class
LT14A
Interest); provided, however, that (a) the REMIC 1 Subordinate
Balance Ratio is
maintained and (b) amounts allocated to any REMIC 1 Regular
Interest pursuant to
this clause (ii) shall not exceed the
-4-
<PAGE>
amount of any previous realized losses allocated to such REMIC 1
Regular
Interest not previously offset by distributions or increases in the
principal
amount of such REMIC 1 Regular Interest and (iii) finally, all
remaining amounts
to the Class LT1Z Interest.
All
computations with respect to the REMIC 1 Interests shall be
computed to
eight decimal places.
THE REMIC 2 INTERESTS
The
following table sets forth (or describes) the class
designation,
interest rate, initial principal amount, and corresponding class of
certificates
or components for each class of REMIC 2 Interests:
<TABLE>
<CAPTION>
Principal
Interest
Class Designation Amount Rate
Corresponding Classes of Certificates
----------------- --------- --------
-------------------------------------
<S>
<C>
<C>
<C>
LT21A1
(2)
5.50% Class 1-A1
LT21A2
(2)
6.00% Class 1-A2
LT22A1
(2)
6.00% Class 2-A1
LT22A2
(2) 6.00%
Class 2-A2
LT22A3
(2)
6.00% Class 2-A3
LT22A4
(2)
7.00% Class 2-A4,
Class 2-A5
LT22A6
(2)
6.00% Class 2-A6
LT22A7
(2)
6.00% Class 2-A7
LT22A8
(2)
6.00% Class 2-A8
LT22A9
(2)
6.00% Class 2-A9
LT22A10
(2)
6.00% Class 2-A10
LT2M1
(2)
(5) Class
M-1
LT2M2
(2)
(5) Class M-2
LT2M3
(2)
(5) Class
M-3
LT2B1
(2)
(5) Class
B-1
LT2B2
(2)
(5) Class
B-2
LT2B3
(2)
(5) Class
B-3
LT2AR
(2)
5.50% Class A-R
LT2PO
(2)
0.00% Class PO
LT2IO1
(3)
6.00% Class IO-1
LT2IO2
(4)
6.25% Class IO-2
LT2-R
(1)
(1) N/A
</TABLE>
----------
(1) The Class LT2-R
Interest represents the sole class of residual interest in
REMIC 2 and has neither a principal amount nor an interest rate.
The Class
LT2-R Interest shall be represented by the Class A-R
Certificate.
(2) The initial
principal amount of each of these interests shall be equal to
the
initial principal amount of the Corresponding Classes of
Certificates
(disregarding the notional amount of any class of
"interest-only"
certificates).
(3) The Class LT2IO1
Interest is an interest-only interest, has no principal
balance, is not entitled to payments of principal and will bear
interest on
its
notional amount. The notional amount of the Class LT12IO1
Interest
shall equal the Class IO-1 Notional Amount.
(4) The Class LT2IO2
Interest is an interest-only interest, has no principal
balance, is not entitled to payments of principal and will bear
interest on
its
notional amount. The notional amount of the Class LT12IO2
Interest
shall equal the Class IO-2 Notional Amount.
(5) Each of the Class
LT2M1 Interest, the Class LT2M2 Interest, the Class LT2M3
Interest, the Class LT2B1 Interest, the Class LT2B2 Interest and
the Class
LT2B3 Interest shall have an interest rate for each Distribution
Date (and
the
related
-5-
<PAGE>
Accrual Period) equal to the Certificate Rate for the
Subordinate
Certificates which is the numerical equivalent of the weighted
average of
the
interest rates on the Class LT11A Interest, the Class LT12A
Interest,
the
Class LT13A Interest and the Class LT14A Interest (treating,
for
purposes of computing this weighted average, the Class LT11A
Interest as
subject to a cap and a floor equal to the interest rate on the
Class LT11B
Interest, the Class LT12A Interest as subject to a cap and a floor
equal to
the
interest rate on the Class LT12B Interest, the Class LT13A Interest
as
subject to a cap and a floor equal to the interest rate on the
Class LT13B
Interest, and the Class LT14A Interest as subject to a cap and a
floor
equal to the interest rate on the Class LT14B Interest).
Payments shall be deemed made and Realized Losses and shortfalls
shall be
allocated among the REMIC 2 Interests in the same manner as such
payments are
made or such Realized Losses and shortfalls are allocated among
the
Corresponding Classes of Certificates (disregarding Section
6.01(a)(v)).
The
principal amount of each REMIC 2 Regular Interest shall be
increased on
any Distribution Date on which, and in the amount by which, the
Class
Certificate Balance of any Corresponding Class of Certificates is
increased due
to Subsequent Recoveries pursuant to the definition of "Class
Certificate
Balance."
THE CERTIFICATES
The
following table sets forth (or describes) the Class
designation,
Certificate Rate, initial Class Certificate Balance or initial
notional amount,
and minimum denomination for each Class of Certificates comprising
interests in
the Trust Fund created hereunder.
<TABLE>
<CAPTION>
Initial Class
Certificate Balance
Class
Certificate or
Initial Notional Minimum
Denominations
Designation Rate
Amount
or Percentage Interest
-----------
-----------
------------------- ----------------------
<S>
<C>
<C>
<C>
Class 1-A1 5.50%
$12,553,900
$25,000.00
Class 1-A2 6.00%
$67,752,000
$25,000.00
Class 2-A1 6.00%
$45,502,000
$25,000.00
Class 2-A2 6.00%
$ 2,173,000
$25,000.00
Class 2-A3 6.00%
$ 5,629,000
$25,000.00
Class 2-A4
(1)
$70,255,000
$25,000.00
Class 2-A5
(2)
$70,255,000(3)
$25,000.00
Class 2-A6 6.00%
$81,007,000
$25,000.00
Class 2-A7 6.00%
$99,008,000
$25,000.00
Class 2-A8 6.00%
$ 9,673,000
$25,000.00
Class 2-A9 6.00%
$21,077,000
$25,000.00
Class 2-A10 6.00%
$ 2,989,000
$25,000.00
Class IO-1 6.00%
$ 6,505,282(3)
$25,000.00
Class IO-2 6.25%
$22,236,988(3)
$25,000.00
Class PO
(4)
$ 1,034,336
$25,000.00
Class M-1
(5)
$13,349,000
$25,000.00
Class M-2
(5)
$ 4,449,000
$25,000.00
Class M-3
(5)
$ 3,114,000
$25,000.00
Class B-1
(5)
$ 2,225,000
$25,000.00
Class B-2
(5)
$ 1,557,000
$25,000.00
Class B-3
(5)
$ 1,556,960
$25,000.00
Class A-R
5.50%
$ 100
$ 100
Class P
N/A
N/A(6)
100%
</TABLE>
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<PAGE>
(1) The Certificate
Rate for the Class 2-A4 Certificates will equal one-month
LIBOR plus 0.320% with respect to any Distribution Date.
(2) The Certificate
Rate for the Class 2-A5 Certificates will equal 6.680%
minus one-month LIBOR with respect to any Distribution Date.
(3) The Class 2-A5,
Class IO-1 and Class IO-2 Certificates are interest-only
certificates. The Class 2-A5, Class IO-1 and Class IO-2
Certificates will
accrue interest on their class notional amount.
(4) The Class PO
Certificates are principal-only certificates and are not
entitled to payments of interest.
(5) The Certificate
Rate with respect to any Distribution Date (and the related
Accrual Period) will equal the fraction, expressed as a percentage,
the
numerator of which will equal the sum of (i) the product of (x)
the
Subgroup 1 Remittance Rate and (y) the Subgroup 1 Subordinated
Amount, (ii)
the
product of (x) the Subgroup 2 Remittance Rate and (y) the Subgroup
2
Subordinated Amount, (iii) the product of (x) the Subgroup 3
Remittance
Rate
and (y) the Subgroup 3 Subordinated Amount and (iv) the product of
(x)
the
Subgroup 4 Remittance Rate and (y) the Subgroup 4 Subordinated
Amount
and
the denominator of which will equal the sum of the Subgroup 1
Subordinated Amount, the Subgroup 2 Subordinated Amount, the
Subgroup 3
Subordinated Amount and the Subgroup 4 Subordinated Amount.
(6) The Class P
Certificates will be entitled to receive Prepayment Charges on
the
Prepayment Charge Mortgage Loans.
The
Class PO Certificates consist of two components, referred to herein
as
the "Class PO Component One" and "Class PO Component Two."
As
of the Cut-off Date, the Mortgage Loans had an aggregate Stated
Principal Balance of $444,904,297.48.
In
consideration of the mutual agreements herein contained, the
Depositor,
the Trustee, Securities Administrator and the Master Servicer
hereby agree as
follows:
-7-
<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.
10-K
Filing Deadline: As defined in Section 3.18(h).
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(b).
Accrual Period: With respect to any Distribution Date, the calendar
month
immediately preceding the month in which the related Distribution
Date occurs.
Interest shall accrue on all Classes of Certificates and REMIC 1
Regular
Interests on the basis of a 360-day year consisting of twelve
30-day months.
Accrued Certificate Interest: With respect to each Class of
Certificates,
an amount equal to the interest accrued during the related Accrual
Period on the
Class Certificate Balance thereof at the then-applicable
Certificate Rate.
Accrued Certificate Interest on any Class of Certificates will be
reduced by the
amount of (i) Prepayment Interest Shortfalls (to the extent not
offset by the
related Servicer or Master Servicer with a payment of Compensating
Interest as
provided in Section 6.06), (ii) the interest portion of Realized
Losses
Payments' allocated to such Class of Certificates pursuant to
Section 6.02 and
(iii) any other interest shortfalls not covered by the
subordination provided by
the Class M Certificates and Class B Certificates, including
shortfalls as a
result of the Relief Act or similar legislation or regulations,
with all such
reductions allocated among all of the Certificates in proportion to
their
respective amounts of Accrued Certificate Interest payable on such
Distribution
Date which would have resulted absent such reductions.
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).
Adverse REMIC Event: As defined in Section 9.12(g).
-8-
<PAGE>
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.
Aggregate Subordinated Percentage: The meaning set forth in
Section
6.01(b)(x)(A) hereof.
Agreement: This Pooling and Servicing Agreement, 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.
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(a).
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
IndyMac
Assignment Agreement, the PHH Assignment Agreement, the Wachovia
Assignment
Agreement and the Wilshire Servicing Agreement, which are attached
hereto as
Exhibits I-1, I-2, I-3, I-4 and I-5 respectively.
Auction: The one-time auction conducted by the Securities
Administrator, as
described in Section 10.01(b) hereof.
Available Distribution Amount: As to each Mortgage Group or, as the
context
requires, all Mortgage Groups, on any Distribution Date, an amount
equal to the
amount on deposit in the Master Servicer Collection Account with
respect to such
Mortgage Group as of the close of business two Business Days
immediately
preceding the related Distribution Date (but prior to making any
deposits into
the Certificate Account on such date) except:
(a)
amounts received on particular Mortgage Loans in such Mortgage
Group as
late payments or other recoveries of principal or interest
(including any
Subsequent Recoveries,
-9-
<PAGE>
Liquidation Proceeds, Insurance Proceeds and condemnation awards)
and respecting
which the applicable Servicer previously made an unreimbursed
Monthly Advance of
such amounts;
(b)
reimbursement for Nonrecoverable Advances and other amounts
permitted
to be withdrawn by the Servicers pursuant to Section 4.03 from, or
not required
to be deposited in, the Master Servicer Collection Account
attributable, in each
case, to Mortgage Loans in such Mortgage Group;
(c)
amounts representing the applicable Servicing Fee attributable in
each
case to the Mortgage Loans in such Mortgage Group with respect to
such
Distribution Date;
(d)
amounts representing all or part of a Monthly Payment with respect
to a
Mortgage Loan in such Mortgage Group due (i) after the related Due
Period or
(ii) on or prior to the Cut-off Date;
(e)
all Repurchase Proceeds, Principal Prepayments, Liquidation
Proceeds,
Insurance Proceeds, Subsequent Recoveries and condemnation awards
with respect
to Mortgage Loans in such Mortgage Group received after the related
Principal
Prepayment Period, and all related payments of interest
representing interest
for any period of time after the last day of the related Due Period
for such
Mortgage Loans; and
(f)
all income from eligible investments held in the Master
Servicer
Collection Account for the account of the Servicers.
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 the
Depository and as described in Section 5.02 hereof). On the Closing
Date, the
Certificates (other than the Class A-R Certificate and the Private
Certificates)
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.
Carry-Over Subordinated Principal Amount: As of any Distribution
Date, with
respect to any Class of Subordinate Certificates, an amount, if
any, equal to
the amount of principal distributable to such Class on any prior
Distribution
Date that has not been so distributed.
-10-
<PAGE>
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 Group: Each of the Group I Certificates and Group
II
Certificates.
Certificate Owner: With respect to each Book-Entry Certificate,
any
beneficial owner thereof.
Certificate Rate: The per annum rate of interest borne by each
Class of
Certificates (other than the Class PO Certificates), which (i) with
respect to
the Class 1-A1 and Class A-R Certificates will be 5.50%, (ii) with
respect to
the case of the Class 1-A2, Class 2-A1, Class 2-A2, Class 2-A3,
Class 2-A6,
Class 2-A7, Class 2-A8, Class 2-A9, Class 2A-10 and Class IO-1
Certificates will
be 6.00%, (iii) with respect to the Class 2-A4 Certificates will
equal one-month
LIBOR plus 0.320%, (iv) with respect to the Class 2-A5
Certificates, will equal
6.680% minus one-month LIBOR (v) with respect to the Class IO-2
Certificates
will be 6.25% and (vi) with respect to each Class of Subordinate
Certificates,
will equal a fraction, expressed as a percentage, the numerator of
which will
equal the sum of (a) the product of (x) the Subgroup 1 Remittance
Rate and
(y) the Subgroup 1 Subordinated Amount, (b) the product of (x) the
Subgroup 2
Remittance Rate and (y) the Subgroup 2 Subordinated Amount, (c) the
product of
(x) the Subgroup 3 Remittance Rate and (y) the Subgroup 3
Subordinated Amount
and (d) the product of (x) the Subgroup 4 Remittance Rate and (y)
the Subgroup 4
Subordinated Amount and the denominator of which will equal the sum
of the
Subgroup 1 Subordinated Amount, the Subgroup 2 Subordinated Amount,
the Subgroup
3 Subordinated Amount and the Subgroup 4 Subordinated Amount. The
minimum
Certificate Rates for the Class 2-A4 and Class 2-A5 Certificates
will be 0.320%
and 0.000%, respectively, and the maximum Certificate Rates for the
Class 2-A4
and Class 2-A5 Certificates will be 7.000% and 6.680%,
respectively.
Certificate Register: The register maintained pursuant to Section
5.02
hereof.
Certificate Subgroup: Each of the Subgroup 1 Certificates, Subgroup
2
Certificates, Subgroup 3 Certificates and Subgroup 4
Certificates.
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
A-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.
CitiMortgage Assignment Agreement: The Assignment, Assumption
and
Recognition Agreement, dated as of March 1, 2007, among
CitiMortgage, the
Depositor and the Seller pursuant to which the CitiMortgage
Servicing Agreement
and the rights of the Seller thereunder
-11-
<PAGE>
(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 CitiMortgage as
seller and MLML
as purchaser, as at any time in effect.
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 1-A1 Certificate: Any one of the Class 1-A1 Certificates,
executed by
the Securities Administrator and authenticated and delivered by the
Securities
Administrator, senior in right of payment to the Class M and Class
B
Certificates, substantially in the form of the Class A Certificate
set forth in
Exhibit A-1 hereto.
Class 1-A1 Interest Accrual Amount: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Class
Certificate Balance of
the Class 1-A1 Certificates minus (i) any Compensating Interest
Shortfall
allocated to the Class 1-A1 Certificates on such Distribution Date
pursuant to
Section 6.07(a), (ii) any Realized Loss Interest Shortfall
allocated to the
Class 1-A1 Certificates on such Distribution Date pursuant to
Section 6.07(b),
and (iii) any interest shortfall resulting from the Relief Act
allocated to the
Class 1-A1 Certificates on such Distribution Date pursuant to
Section 6.07(c).
Class 1-A1 Shortfall: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 1-A1 Interest Accrual
Amount over the
amount actually distributed to the Class 1-A1 Certificateholders on
such
Distribution Date pursuant to Section 6.01(b)(i)(A).
Class 2-A1 Certificate: Any one of the Class 2-A1 Certificates,
executed by
the Securities Administrator and authenticated and delivered by the
Securities
Administrator, senior in right of payment to the Class M and Class
B
Certificates, substantially in the form of the Class A Certificate
set forth in
Exhibit A-1 hereto.
Class 2-A1 Interest Accrual Amount: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Class
Certificate Balance of
the Class 2-A1 Certificates minus (i) any Compensating Interest
Shortfall
allocated to the Class 2-A1 Certificates on such Distribution Date
pursuant to
Section 6.07(a), (ii) any Realized Loss Interest Shortfall
allocated to the
Class 2-A1 Certificates on such Distribution Date pursuant to
Section 6.07(b),
and (iii) any interest shortfall resulting from the Relief Act
allocated to the
Class 2-A1 Certificates on such Distribution Date pursuant to
Section 6.07(c).
Class 2-A1 Shortfall: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 2-A1 Interest Accrual
Amount over the
amount actually distributed to the Class 2-A1 Certificateholders on
such
Distribution Date pursuant to Section 6.01(b)(i)(D).
-12-
<PAGE>
Class 2-A2 Certificate: Any one of the Class 2-A2 Certificates,
executed by
the Securities Administrator and authenticated and delivered by the
Securities
Administrator, senior in right of payment to the Class M and Class
B
Certificates, substantially in the form of the Class A Certificate
set forth in
Exhibit A-1 hereto.
Class 2-A2 Interest Accrual Amount: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Class
Certificate Balance of
the Class 2-A2 Certificates minus (i) any Compensating Interest
Shortfall
allocated to the Class 2-A2 Certificates on such Distribution Date
pursuant to
Section 6.07(a), (ii) any Realized Loss Interest Shortfall
allocated to the
Class 2-A2 Certificates on such Distribution Date pursuant to
Section 6.07(b),
and (iii) any interest shortfall resulting from the Relief Act
allocated to the
Class 2-A2 Certificates on such Distribution Date pursuant to
Section 6.07(c).
Class 2-A2 Shortfall: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 2-A2 Interest Accrual
Amount over the
amount actually distributed to the Class 2-A2 Certificateholders on
such
Distribution Date pursuant to Section 6.01(b)(i)(E).
Class 2-A3 Certificate: Any one of the Class 2-A3 Certificates,
executed by
the Securities Administrator and authenticated and delivered by the
Securities
Administrator, senior in right of payment to the Class M and Class
B
Certificates, substantially in the form of the Class A Certificate
set forth in
Exhibit A-1 hereto.
Class 2-A3 Interest Accrual Amount: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Class
Certificate Balance of
the Class 2-A3 Certificates minus (i) any Compensating Interest
Shortfall
allocated to the Class 2-A3 Certificates on such Distribution Date
pursuant to
Section 6.07(a), (ii) any Realized Loss Interest Shortfall
allocated to the
Class 2-A3 Certificates on such Distribution Date pursuant to
Section 6.07(b),
and (iii) any interest shortfall resulting from the Relief Act
allocated to the
Class 2-A3 Certificates on such Distribution Date pursuant to
Section 6.07(c).
Class 2-A3 Lockout Percentage: For any Distribution Date through
March
2012, will equal 0% and for any Distribution Date thereafter will
equal (a) for
any Distribution Date from April 2012 through March 2013, 30%, (b)
for any
Distribution Date from April 2013 through March 2014, 40%, (c) for
any
Distribution Date from April 2014 through March 2015, 60%, (d) for
any
Distribution Date from April 2015 through March 2016, 80% and (e)
for any
Distribution Date after March 2016, 100%.
Class 2-A3 Lockout Principal Distribution Amount: With respect to
any
Distribution Date, will equal the product of (i) the Class 2-A3
Lockout
Percentage, (ii) the Class 2-A3 Priority Percentage and (iii) the
Non-PO
Subgroup 3 Optimal Principal Amount.
Class 2-A3 Priority Percentage: For any Distribution Date, the
percentage
equivalent of the fraction which the numerator is the Class 2-A3
Certificate
balance immediately prior to such Distribution Date and the
denominator of
which is equal to the aggregate class certificate balance of the
Class 2-A1,
Class 2-A2, Class 2-A3 and Class 2-A10 Certificates immediately
prior to such
Distribution Date.
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<PAGE>
Class 2-A3 Shortfall: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 2-A3 Interest Accrual
Amount over the
amount actually distributed to the Class 2-A3 Certificateholders on
such
Distribution Date pursuant to Section 6.01(b)(i)(F).
Class 2-A4 Certificate: Any one of the Class 2-A4 Certificates,
executed by
the Securities Administrator and authenticated and delivered by the
Securities
Administrator, substantially in the form of the Class A Certificate
set forth in
Exhibit A-1 hereto.
Class 2-A4 Interest Accrual Amount: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Class
Certificate Balance of
the Class 2-A4 Certificates minus (i) any Compensating Interest
Shortfall
allocated to the Class 2-A4 Certificates on such Distribution Date
pursuant to
Section 6.07(a), (ii) any Realized Loss Interest Shortfall
allocated to the
Class 2-A4 Certificates on such Distribution Date pursuant to
Section 6.07(b),
and (iii) any interest shortfall resulting from the Relief Act
allocated to the
Class 2-A4 Certificates on such Distribution Date pursuant to
Section 6.07(c).
Class 2-A4 Shortfall: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 2-A4 Interest Accrual
Amount over the
amount actually distributed to the Class 2-A4 Certificateholders on
such
Distribution Date pursuant to Section 6.01(b)(i)(G).
Class 2-A5 Certificate: Any one of the Class 2-A5 Certificates,
executed by
the Securities Administrator and authenticated and delivered by the
Securities
Administrator, senior in right of payment to the Class M and Class
B
Certificates, substantially in the form of the Class A Certificate
set forth in
Exhibit A-1 hereto.
Class 2-A5 Interest Accrual Amount: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Class
Certificate Balance of
the Class 2-A5 Certificates minus (i) any Compensating Interest
Shortfall
allocated to the Class 2-A5 Certificates on such Distribution Date
pursuant to
Section 6.07(a), (ii) any Realized Loss Interest Shortfall
allocated to the
Class 2-A5 Certificates on such Distribution Date pursuant to
Section 6.07(b),
and (iii) any interest shortfall resulting from the Relief Act
allocated to the
Class 2-A5 Certificates on such Distribution Date pursuant to
Section 6.07(c).
Class 2-A5 Shortfall: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 2-A5 Interest Accrual
Amount over the
amount actually distributed to the Class 2-A5 Certificateholders on
such
Distribution Date pursuant to Section 6.01(b)(i)(H).
Class 2-A6 Certificate: Any one of the Class 2-A6 Certificates,
executed by
the Securities Administrator and authenticated and delivered by the
Securities
Administrator, senior in right of payment to the Class M and Class
B
Certificates, substantially in the form of the Class A Certificate
set forth in
Exhibit A-1 hereto.
Class 2-A6 Interest Accrual Amount: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Class
Certificate Balance of
the Class 2-A6 Certificates minus (i) any Compensating Interest
Shortfall
allocated to the Class 2-A6 Certificates on such Distribution Date
pursuant to
Section 6.07(a), (ii) any Realized Loss Interest Shortfall
allocated to the
Class 2-A6 Certificates on such Distribution Date pursuant to
Section 6.07(b),
and (iii) any
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<PAGE>
interest shortfall resulting from the Relief Act allocated to the
Class 2-A6
Certificates on such Distribution Date pursuant to Section
6.07(c).
Class 2-A6 Shortfall: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 2-A6 Interest Accrual
Amount over the
amount actually distributed to the Class 2-A6 Certificateholders on
such
Distribution Date pursuant to Section 6.01(b)(i)(I).
Class 2-A7 Certificate: Any one of the Class 2-A7 Certificates,
executed by
the Securities Administrator and authenticated and delivered by the
Securities
Administrator, senior in right of payment to the Class M and Class
B
Certificates, substantially in the form of the Class A Certificate
set forth in
Exhibit A-1 hereto.
Class 2-A7 Interest Accrual Amount: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Class
Certificate Balance of
the Class 2-A7 Certificates minus (i) any Compensating Interest
Shortfall
allocated to the Class 2-A7 Certificates on such Distribution Date
pursuant to
Section 6.07(a), (ii) any Realized Loss Interest Shortfall
allocated to the
Class 2-A7 Certificates on such Distribution Date pursuant to
Section 6.07(b),
and (iii) any interest shortfall resulting from the Relief Act
allocated to the
Class 2-A7 Certificates on such Distribution Date pursuant to
Section 6.07(c).
Class 2-A7 Shortfall: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 2-A7 Interest Accrual
Amount over the
amount actually distributed to the Class 2-A7 Certificateholders on
such
Distribution Date pursuant to Section 6.01(b)(i)(J).
Class 2-A8 Certificate: Any one of the Class 2-A8 Certificates,
executed by
the Securities Administrator and authenticated and delivered by the
Securities
Administrator, senior in right of payment to the Class M and Class
B
Certificates, substantially in the form of the Class A Certificate
set forth in
Exhibit A-1 hereto.
Class 2-A8 Interest Accrual Amount: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Class
Certificate Balance of
the Class 2-A8 Certificates minus (i) any Compensating Interest
Shortfall
allocated to the Class 2-A8 Certificates on such Distribution Date
pursuant to
Section 6.07(a), (ii) any Realized Loss Interest Shortfall
allocated to the
Class 2-A8 Certificates on such Distribution Date pursuant to
Section 6.07(b),
and (iii) any interest shortfall resulting from the Relief Act
allocated to the
Class 2-A8 Certificates on such Distribution Date pursuant to
Section 6.07(c).
Class 2-A8 Shortfall: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 2-A8 Interest Accrual
Amount over the
amount actually distributed to the Class 2-A8 Certificateholders on
such
Distribution Date pursuant to Section 6.01(b)(i)(K).
Class 2-A9 Certificate: Any one of the Class 2-A9 Certificates,
executed by
the Securities Administrator and authenticated and delivered by the
Securities
Administrator, senior in right of payment to the Class M and Class
B
Certificates, substantially in the form of the Class A Certificate
set forth in
Exhibit A-1 hereto.
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<PAGE>
Class 2-A9 Interest Accrual Amount: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Class
Certificate Balance of
the Class 2-A9 Certificates minus (i) any Compensating Interest
Shortfall
allocated to the Class 2-A9 Certificates on such Distribution Date
pursuant to
Section 6.07(a), (ii) any Realized Loss Interest Shortfall
allocated to the
Class 2-A9 Certificates on such Distribution Date pursuant to
Section 6.07(b),
and (iii) any interest shortfall resulting from the Relief Act
allocated to the
Class 2-A9 Certificates on such Distribution Date pursuant to
Section 6.07(c).
Class 2-A9 Lockout Percentage: For any Distribution Date through
March
2012, will equal 0% and for any Distribution Date thereafter will
equal (a) for
any Distribution Date from April 2012 through March 2013, 30%, (b)
for any
Distribution Date from April 2013 through March 2014, 40%, (c) for
any
Distribution Date from April 2014 through March 2015, 60%, (d) for
any
Distribution Date from April 2015 through March 2016, 80% and (e)
for any
Distribution Date after March 2016, 100%.
Class 2-A9 Lockout Principal Distribution Amount: With respect to
any
Distribution Date, will equal the product of (i) the Class 2-A9
Lockout
Percentage, (ii) the Class 2-A9 Priority Percentage and (iii) the
Non-PO
Subgroup 4 Optimal Principal Amount.
Class 2-A9 Priority Percentage: For any Distribution Date, the
percentage
equivalent of the fraction which the numerator is the Class 2-A9
Certificate
balance immediately prior to such Distribution Date and the
denominator of which
is equal to the aggregate class certificate balance of the Class
2-A6, Class
2-A7, Class 2-A8 and Class 2-A9 Certificates immediately prior to
such
Distribution Date.
Class 2-A9 Shortfall: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 2-A9 Interest Accrual
Amount over the
amount actually distributed to the Class 2-A9 Certificateholders on
such
Distribution Date pursuant to Section 6.01(b)(i)(L).
Class 2-A10 Certificate: Any one of the Class 2-A10 Certificates,
executed
by the Securities Administrator and authenticated and delivered by
the
Securities Administrator, senior in right of payment to the Class M
and Class B
Certificates, substantially in the form of the Class A Certificate
set forth in
Exhibit A-1 hereto.
Class 2-A10 Interest Accrual Amount: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Class
Certificate Balance of
the Class 2-A10 Certificates minus (i) any Compensating Interest
Shortfall
allocated to the Class 2-A10 Certificates on such Distribution Date
pursuant to
Section 6.07(a), (ii) any Realized Loss Interest Shortfall
allocated to the
Class 2-A10 Certificates on such Distribution Date pursuant to
Section 6.07(b),
and (iii) any interest shortfall resulting from the Relief Act
allocated to the
Class 2-A10 Certificates on such Distribution Date pursuant to
Section 6.07(c).
Class 2-A10 Shortfall: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 2-A10 Interest Accrual
Amount over the
amount actually distributed to the Class 2-A10 Certificateholders
on such
Distribution Date pursuant to Section 6.01(b)(i)(M).
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Class A Certificate: Any of the Class 1-A1, Class 1-A2, Class 2-A1,
Class
2-A2, Class 2-A3, Class 2-A4, Class 2-A5, Class 2-A6, Class 2-A7,
Class 2-A8,
Class 2-A9, Class 2-A10 Class IO-1, Class IO-2, Class PO or Class
A-R
Certificates as designated on the face thereof substantially in the
form annexed
(other than the Class A-R Certificate) hereto as Exhibits 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 Certificateholder: Any Holder of a Class A Certificate.
Class A-R Certificate: The Class A-R Certificate created and issued
under
this Agreement.
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 Percentage: As of any Distribution Date, the difference
between
100% and the sum of (i) the Class A Percentage and (ii) the Class M
Percentage
for such Distribution Date.
Class B-1 Certificate: Any one of the Class B-1 Certificates
executed by
the Securities Administrator and authenticated and delivered by the
Securities
Administrator, subordinated in right of payment to the Class A and
Class M
Certificates, substantially in the form of the Class B Certificate
set forth in
Exhibit A-2 hereto.
Class B-1 Interest Accrual Amount: With respect to any Distribution
Date,
one month's interest at the Certificate Rate on the Class
Certificate Balance of
the Class B-1 Certificates minus (i) any Compensating Interest
Shortfall
allocated to the Class B-1 Certificates on such Distribution Date
pursuant to
Section 6.07(a), (ii) any Realized Loss Interest Shortfall
allocated to the
Class B-1 Certificates on such Distribution Date pursuant to
Section 6.07(b) and
(iii) any interest shortfall resulting from the Relief Act
allocated to the
Class B-1 Certificates on such Distribution Date pursuant to
Section 6.07(c).
Class B-1 Shortfall: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class B-1 Interest Accrual
Amount over the
amount actually distributed to the Class B-1 Certificates on such
Distribution
Date pursuant to Sections 6.01(d)(i) (A) and (B).
Class B-2 Certificate: Any one of the Class B-2 Certificates
executed by
the Securities Administrator and authenticated and delivered by the
Securities
Administrator, subordinated in right of payment to the Class A,
Class M and
Class B-1 Certificates, substantially in the form of the Class B
Certificate set
forth in Exhibit A-2 hereto.
Class B-2 Interest Accrual Amount: With respect to any Distribution
Date,
one month's interest at the Certificate Rate on the Class
Certificate Balance of
the Class B-2 Certificates minus (i) any Compensating Interest
Shortfall
allocated to the Class B-2 Certificates on such
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<PAGE>
Distribution Date pursuant to Section 6.07(a), (ii) any Realized
Loss Interest
Shortfall allocated to the Class B-2 Certificates on such
Distribution Date
pursuant to Section 6.07(b) and (iii) any interest shortfall
resulting from the
Relief Act allocated to the Class B-2 Certificates on such
Distribution Date
pursuant to Section 6.07(c).
Class B-2 Shortfall: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class B-2 Interest Accrual
Amount over the
amount actually distributed to the Class B-2 Certificates on such
Distribution
Date pursuant to Sections 6.01(d)(ii) (A) and (B).
Class B-3 Certificate: Any one of the Class B-3 Certificates
executed by
the Securities Administrator and authenticated and delivered by the
Securities
Administrator, subordinated in right of payment to the Class A,
Class M, Class
B-1 and Class B-2 Certificates, substantially in the form of the
Class B
Certificate set forth in Exhibit A-2 hereto.
Class B-3 Interest Accrual Amount: With respect to any Distribution
Date,
one month's interest at the Certificate Rate on the Class
Certificate Balance of
the Class B-3 Certificates minus (i) any Compensating Interest
Shortfall
allocated to the Class B-3 Certificates on such Distribution Date
pursuant to
Section 6.07(a), (ii) any Realized Loss Interest Shortfall
allocated to the
Class B-3 Certificates on such Distribution Date pursuant to
Section 6.07(b) and
(iii) any interest shortfall resulting from the Relief Act
allocated to the
Class B-3 Certificates on such Distribution Date pursuant to
Section 6.07(c).
Class B-3 Shortfall: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class B-3 Interest Accrual
Amount over the
amount actually distributed to the Class B-3 Certificates on such
Distribution
Date pursuant to Sections 6.01(d)(iii) (A) and (B).
Class Certificate Balance:
With respect to any Certificate (other than the
Interest-Only Certificates) as of any date of determination, the
Class
Certificate Balance of such Certificate on the Distribution Date
immediately
prior to such date of determination, plus any Subsequent Recoveries
added to the
Class Certificate Balance of such Certificate pursuant to Section
6.01, and
reduced by the aggregate of (a) all distributions of principal made
thereon on
such immediately prior Distribution Date and (b) without
duplication of amounts
described in clause (a) above, reductions in the Class Certificate
Balance
thereof in connection with allocations thereto of Realized Losses
on the
Mortgage Loans and Extraordinary Trust Fund Expenses on such
immediately prior
Distribution Date (or, in the case of any date of determination up
to and
including the initial Distribution Date, the initial Class
Certificate Balance
of such Certificate, as stated on the face thereof); provided,
however, that the
Class Certificate Balance of each Subordinate Certificate of the
Class of
Subordinate Certificates outstanding with the highest numerical
designation at
any given time shall be calculated to equal the Percentage Interest
evidenced by
such Certificate multiplied by the excess, if any, of (A) the then
aggregate
Stated Principal Balance of the Mortgage Loans over (B) the then
aggregate Class
Certificate Balance of all other Classes of Certificates then
outstanding.
Class IO Certificate: Any one of the Class IO-1 Certificates or
Class IO-2
Certificates.
Class IO Interest Accrual Amount: The sum of the Class IO-1
Interest
Accrual Amount and the Class IO-2 Interest Accrual Amount.
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<PAGE>
Class IO Shortfall: The sum of the Class IO-1 Shortfall and the
Class IO-2
Shortfall.
Class IO-1 Certificate: Any one of the Class IO-1 Certificates,
executed by
the Securities Administrator and authenticated and delivered by the
Securities
Administrator, senior in right of payment to the Class M and Class
B
Certificates, substantially in the form of the Class A Certificate
set forth in
Exhibit A-1 hereto.
Class IO-1 Interest Accrual Amount: With respect to any
Distribution Date,
one month's interest at the Class IO-1 Certificate Rate on the
Class IO-1
Notional Amount minus (i) any Compensating Interest Shortfall
allocated to Class
IO-1 on such Distribution Date pursuant to Section 6.07(a), (ii)
any Realized
Loss Interest Shortfall allocated to Class IO-1 Certificate on such
Distribution
Date pursuant to Section 6.07(b) and (iii) any interest shortfall
resulting from
the Servicemembers Civil Relief Act allocated to the Class IO-1
Certificate on
such Distribution Date pursuant to Section 6.07(c).
Class IO-1 Notional Amount: With respect to any Distribution Date,
an
amount equal to the product of the aggregate Stated Principal
Balance of the
Non-Discount Mortgage Loans in Mortgage Group One and a fraction
the numerator
of which is the Group One Stripped Interest Rate and the
denominator of which is
6.00%. The Class IO-1 Notional Amount for the first Distribution
Date will be
$6,505,282.
Class IO-1 Shortfall: With respect to any Distribution Date the
amount
equal to the excess, if any, of the Class IO-1 Interest Accrual
Amount over the
amount actually distributed to the Class IO-1 Certificateholders on
such
Distribution Date pursuant to Section 6.01(b)(i)(C).
Class IO-2 Certificate: Any one of the Class IO-2 Certificates,
executed by
the Securities Administrator and authenticated and delivered by the
Securities
Administrator, senior in right of payment to the Class M and Class
B
Certificates, substantially in the form of the Class A Certificate
set forth in
Exhibit A-1 hereto.
Class IO-2 Interest Accrual Amount: With respect to any
Distribution Date,
one month's interest at the Class IO Certificate Rate on the Class
IO-2 Notional
Amount minus (i) any Compensating Interest Shortfall allocated to
Class IO-2 on
such Distribution Date pursuant to Section 6.07(a), (ii) any
Realized Loss
Interest Shortfall allocated to Class IO-2 Certificate on such
Distribution Date
pursuant to Section 6.07(b) and (iii) any interest shortfall
resulting from the
Servicemembers Civil Relief Act allocated to the Class IO-2
Certificate on such
Distribution Date pursuant to Section 6.07(c).
Class IO-2 Notional Amount: With respect to any Distribution Date,
an
amount equal to the product of the aggregate Stated Principal
Balance of the
Non-Discount Mortgage Loans in Mortgage Group Two and a fraction
the numerator
of which is the Group Two Stripped Interest Rate and the
denominator of which is
6.25%. The Class IO-2 Notional Amount for the first Distribution
Date will be
$22,236,988.
Class IO-2 Shortfall: With respect to any Distribution Date the
amount
equal to the excess, if any, of the Class IO-2 Interest Accrual
Amount over the
amount actually distributed to the Class IO Certificateholders on
such
Distribution Date pursuant to Section 6.01(b)(i)(N)(2).
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<PAGE>
Class M Certificate: Any one of the Class M-1, Class M-2 or Class
M-3
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 Percentage: The Class M-1 Percentage, Class M-2 Percentage
and
Class M-3 Percentage.
Class M Principal Balance: As of any Distribution Date, (a) the
Class M
Principal Balance for the immediately preceding Distribution Date
less (b)
amounts distributed to the Class M Certificateholders on such
preceding
Distribution Date allocable to principal (including the principal
portion of
Monthly Advances of the Servicer made pursuant to Section 6.05(d)
and Realized
Losses allocated to the Class M Certificates pursuant to Section
6.02); provided
that the Class M Principal Balance on the first Distribution Date
shall be the
Original Class M Principal Balance, and provided further that if
the aggregate
Class Certificate Balance of the Class B Certificates has been
reduced to zero,
as of any Distribution Date, the Class M Principal Balance will
equal the excess
of the Mortgage Pool Principal Balance (together with the portion
of any Monthly
Payment due but not paid with respect to which a Monthly Advance
has not been
made) over the Class A Principal Balance.
Class M-1 Interest
Accrual Amount: With respect to any Distribution Date,
one (1) month's interest at the Certificate Rate on the Class
Certificate
Balance of the Class M-1 Certificates minus (i) any Compensating
Interest
Shortfall allocated to the Class M-1 Certificates on such
Distribution Date
pursuant to Section 6.07(a), (ii) any Realized Loss Interest
Shortfall allocated
to the Class M-1 Certificates on such Distribution Date pursuant to
Section
6.05(b) and (iii) any interest shortfall resulting from the Relief
Act allocated
to the Class M-1 Certificates on such Distribution Date pursuant to
Section
6.07(c).
Class M-1 Percentage: With respect to any Distribution Date, the
lesser of
100% and a fraction, expressed as a percentage, the numerator of
which is the
aggregate Class Certificate Balance of the Class M-1 Certificates
immediately
prior to such date and the denominator of which is the aggregate
Stated
Principal Balance of all of the Mortgage Loans (or related REO
Properties)
immediately prior to such Distribution Date.
Class M-2 Interest Accrual Amount: With respect to any Distribution
Date,
one (1) month's interest at the Certificate Rate on the Class
Certificate
Balance of the Class M-2 Certificates minus (i) any Compensating
Interest
Shortfall allocated to the Class M-2 Certificates on such
Distribution Date
pursuant to Section 6.07(a), (ii) any Realized Loss Interest
Shortfall allocated
to the Class M-2 Certificates on such Distribution Date pursuant to
Section
6.05(b) and (iii) any interest shortfall resulting from the Relief
Act allocated
to the Class M-2 Certificates on such Distribution Date pursuant to
Section
6.07(c).
Class M-2 Percentage: With respect to any Distribution Date, the
lesser of
100% and a fraction, expressed as a percentage, the numerator of
which is the
aggregate Class Certificate Balance of the Class M-2 Certificates
immediately
prior to such date and the denominator of
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<PAGE>
which is the aggregate Stated Principal Balance of all of the
Mortgage Loans (or
related REO Properties) immediately prior to such Distribution
Date.
Class M-3 Interest Accrual Amount: With respect to any Distribution
Date,
one (1) month's interest at the Certificate Rate on the Class
Certificate
Balance of the Class M-3 Certificates minus (i) any Compensating
Interest
Shortfall allocated to the Class M-3 Certificates on such
Distribution Date
pursuant to Section 6.07(a), (ii) any Realized Loss Interest
Shortfall allocated
to the Class M-3 Certificates on such Distribution Date pursuant to
Section
6.05(b) and (iii) any interest shortfall resulting from the Relief
Act allocated
to the Class M-3 Certificates on such Distribution Date pursuant to
Section
6.07(c).
Class M-3 Percentage: With respect to any Distribution Date, the
lesser of
100% and a fraction, expressed as a percentage, the numerator of
which is the
aggregate Class Certificate Balance of the Class M-3 Certificates
immediately
prior to such date and the denominator of which is the aggregate
Stated
Principal Balance of all of the Mortgage Loans (or related REO
Properties)
immediately prior to such Distribution Date.
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 PO Amount: With respect to any Distribution Date, the
applicable PO
Percentage of (i) all principal received on or in respect of each
Discount
Mortgage Loan (exclusive of any amounts in respect of any Monthly
Payment)
during the related Principal Prepayment Period and (ii) all
principal received
as part of a Monthly Payment on or in respect of a Discount
Mortgage Loan during
the related Due Period.
Class PO Certificate: Any one of the Class PO Certificates,
executed by the
Securities Administrator and authenticated and delivered by the
Securities
Administrator, senior in right of payment to the Class M and Class
B
Certificates, substantially in the form of the Class A Certificate
set forth in
Exhibit A-1 hereto.
Class PO Certificate Distribution Amount: On each Distribution
Date, the
sum of (i) the amount of principal received on any related Discount
Mortgage
Loan multiplied by the applicable PO Percentage with respect to
such Discount
Mortgage Loan, and (2) on each Distribution Date prior to and
including the
Credit Support Depletion Date, the Class PO Shortfall Amount.
Class PO Component One: The portion of the Class PO Certificates
so
designated under the heading "The Certificates" in the Preliminary
Statement.
Class PO Component Two: The portion of the Class PO Certificates
so
designated under the heading "The Certificates" in the Preliminary
Statement.
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Class PO Shortfall Amount: With respect to any Distribution Date
prior to
and including the Credit Support Depletion Date, to the extent of
amounts
available to pay the Subordinated Optimal Principal Amount (without
regard to
clause (2) of the definition of such term), an amount equal to the
sum of (i)
the applicable PO Percentage of the principal portion of any
Realized Loss with
respect to a Discount Mortgage Loan and (ii) the sum of amounts, if
any, by
which the amounts specified in clause (i) with respect to each
prior
Distribution Date exceeded the amount actually distributed in
respect thereof on
such prior Distribution Date and not subsequently distributed to
the Class PO
Certificateholders.
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.
Closing Date: March 26, 2007.
CMC:
Central Mortgage Company.
Code: The Internal Revenue Code of 1986, as amended.
Commission: The Securities and Exchange Commission.
Compensating Interest Shortfall: As defined in Section 6.07(a).
Compensating Interest Payments: As defined in Section 6.06.
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
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<PAGE>
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-F1, 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:
Client Service
Manager - MANA 2007-F1, and for all other purposes, 9062 Old
Annapolis Road,
Columbia, Maryland, 21045, Attn: Corporate Trust Services - MANA
2007-F1.
Corresponding Class or Classes of Certificates: With respect to
each REMIC
2 Regular Interest, the Class or Classes of Certificates appearing
opposite such
REMIC 2 Regular Interest as described in the Preliminary Statement
hereto.
Credit Support: With respect to each Class of Subordinate
Certificates
(other than the Class B-3 Certificates), the level of credit
support supporting
such Class, expressed as a percentage of the aggregate outstanding
Class
Certificate Balance of all Classes of Certificates (other than the
Class PO
Certificates). With respect to each Distribution Date, Credit
Support for each
such Class will equal in each case the percentage, rounded to two
decimal
places, obtained by dividing the aggregate outstanding Class
Certificate Balance
immediately prior to such Distribution Date of all Classes of
Subordinate
Certificates having higher numerical Class designations than such
Class by the
aggregate outstanding Class Certificate Balance of all Classes of
Certificates
(other than the Class PO Certificates) immediately prior to such
Distribution
Date. For purposes of this defined term, the Class B Certificates
shall be
considered as having higher numerical Class designations than the
Class M
Certificates.
Credit Support Depletion Date: The first Distribution Date on which
the
aggregate Class Certificate Balance of the Subordinate Certificates
is reduced
to zero.
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.
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.
Defective Mortgage Loan: A Mortgage Loan replaced or to be replaced
by one
or more Substitute Mortgage Loans.
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Deficiency Amount: Any of the Subgroup 1 Deficiency Amount, the
Subgroup 2
Deficiency Amount, the Subgroup 3 Deficiency Amount or the Subgroup
4 Deficiency
Amount.
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.
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.
Discount Mortgage Loan: A Mortgage Loan having a Net Mortgage Rate
less
than the applicable Remittance Rate.
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-F1 -
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
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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 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: Any of the Class B-1, Class B-2,
Class B-3
or 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.
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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
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.
Extraordinary Loss: Any Realized Loss or portion thereof caused by
or
resulting from:
(i) nuclear or chemical reaction or nuclear radiation or
radioactive
or
chemical contamination, all whether controlled or uncontrolled
and
whether such loss be direct or indirect, proximate or remote;
(ii) hostile or warlike action in time of peace or war,
including
action in hindering, combating or defending against an actual,
impending or
expected attack by any government or sovereign power, de jure or de
facto,
or
by any authority maintaining or using military, naval or air
forces, or
by
military, naval or air forces, or by an agent of any such
government,
power, authority or forces;
(iii) any weapon of war employing atomic fission or radioactive
forces
whether in time of peace or war, and
(iv) insurrection, rebellion, revolution, civil war, usurped power
or
action taken by governmental authority in hindering, combating or
defending
against such an occurrence, seizure or destruction under quarantine
or
customs regulations, confiscation by order of any government or
public
authority, or risks of contraband or illegal transactions or
trade.
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.
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Fitch: Fitch Inc. or its successor in interest.
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.
Global Certificate: Any Private Certificate registered in the name
of the
Depository or its nominee, beneficial interests in which are
reflected on the
books of the Depository or on the books of a Person maintaining an
account with
such Depository (directly or as an indirect participant in
accordance with the
rules of such depository).
Group I Certificates: The Class 1-A1, Class 1-A2, Class A-R and
Class IO-1
Certificates.
Group II Certificates: The Class 2-A1, Class 2-A2, Class 2-A3,
Class 2-A4,
Class 2-A5, Class 2-A6, Class 2-A7, Class 2-A8, Class 2-A9, Class
2-A10 and
Class IO-2 Certificates.
Group One Class PO Amount: With respect to any Distribution Date,
the
applicable PO Percentage of (i) all principal received on or in
respect of each
Discount Mortgage Loan in Mortgage Group One (exclusive of any
amounts in
respect of any Monthly Payment) during the related Principal
Prepayment Period
and (ii) all principal received as part of a Monthly Payment on or
in respect of
a Discount Mortgage Loan in Mortgage Group One during the related
Due Period.
Group One Mortgage Loans: The Mortgage Loans in Mortgage Group
One.
Group One Mortgage Pool Principal Balance: As of any date of
determination,
the aggregate of the Principal Balances of each Outstanding
Mortgage Loan in
Mortgage Group One on such date of determination less the principal
portion of
any Monthly Payment due but not paid with respect to which a
Monthly Advance has
not been made.
Group One Remittance Rate: 5.50% per annum.
Group One Stripped Interest Rate: The excess of the weighted
average Net
Mortgage Rate of the Group One Mortgage Loans that are Non-Discount
Mortgage
Loans over the Group One Remittance Rate.
Group One Subordinated Amount: For any Distribution Date, the
excess of the
Group One Non-PO Allocated Amount immediately following the
preceding
Distribution Date (or as of the Cut-off Date if there is no
preceding
Distribution Date) over the aggregate outstanding Principal Balance
of the Group
I Certificates (prior to giving effect to distributions to be made
on such
Distribution Date and allocation of losses to be made on such
Distribution
Date).
Group Two Class PO Amount: With respect to any Distribution Date,
the
applicable PO Percentage of (i) all principal received on or in
respect of each
Discount Mortgage Loan in Mortgage Group Two (exclusive of any
amounts in
respect of any Monthly Payment) during the
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related Principal Prepayment Period and (ii) all principal received
as part of a
Monthly Payment on or in respect of a Discount Mortgage Loan in
Mortgage Group
Two during the related Due Period.
Group Two Mortgage Loans: The Mortgage Loans in Mortgage Group
Two.
Group Two Mortgage Pool Principal Balance: As of any date of
determination,
the aggregate of the Principal Balances of each Outstanding
Mortgage Loan in
Mortgage Group Two on such date of determination less the principal
portion of
any Monthly Payment due but not paid with respect to which a
Monthly Advance has
not been made.
Group Two Non-PO Allocated Amount: At the time of any
determination, the
amount derived by (i) multiplying the outstanding Principal Balance
of each
Mortgage Loan in Mortgage Group Two on such date of determination
by the Non-PO
Percentage with respect to such Mortgage Loan and (ii) summing the
results.
Group Two Remittance Rate: 6.00% per annum.
Group Two Stripped Interest Rate: The excess of the weighted
average Net
Mortgage Rate of the Group Two Mortgage Loans that are Non-Discount
Mortgage
Loans over the Group Two Remittance Rate.
Group Two Subordinated Amount: For any Distribution Date, the
excess of the
Group Two Non-PO Allocated Amount immediately following the
preceding
Distribution Date (or as of the Cut-off Date, if there is no
preceding
Distribution Date) over the aggregate outstanding Principal Balance
of the Class
2-A1, Class 2-A2 and Class 2-A3 Certificates (prior to giving
effect to
distributions to be made on such Distribution Date and allocation
of losses to
be made on such Distribution Date).
Highest Priority: As of any date of determination, the Class of
Subordinate
Certificates then outstanding with the earliest priority for
payments pursuant
to Section 6.01, in the following order: Class M-1, Class M-2,
Class M-3, Class
B-1, Class B-2 and Class B-3 Certificates.
Indemnified Persons: The Trustee, the Master Servicer, 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.
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<PAGE>
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.
Individual Certificate: Any Private Certificate registered in the
name of
the Holder other than the Depository or its nominee.
IndyMac: IndyMac Bank, F.S.B. or any successor thereto.
IndyMac Assignment Agreement: The Assignment, Assumption and
Recognition
Agreement, dated as of March 1, 2007, among IndyMac, the Depositor
and the
Seller pursuant to which the IndyMac Servicing Agreement and the
rights of the
Seller thereunder (other than the rights to enforce the
representations and
warranties with respect to the IndyMac Loans) were assigned to the
Depositor for
the benefit of the Certificateholders.
IndyMac Loans: The Mortgage Loans serviced by IndyMac pursuant to
the
IndyMac Servicing Agreement.
IndyMac Servicing Agreement: The Master Seller's Warranties and
Servicing
Agreement, dated as of May 1, 2006, between IndyMac Bank, F.S.B.,
as seller, and
MLML, as purchaser, as at any time in effect.
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-Only Certificate: Any of the Class 2-A5, Class IO-1 or
Class IO-2
Certificates.
Investor Representation Letter: As defined in Section 5.02(b).
IRS:
As defined in Section 9.12.
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Issuing Entity: Merrill Lynch Alternative Note Asset Trust, Series
2007-F1.
Late
Collections: With respect to any Mortgage Loan, all amounts
received
during any Due Period, whether as late payments of Monthly Payments
or as
Liquidation Proceeds, condemnation proceeds, Insurance Proceeds, or
with respect
to a disposition of a Mortgaged Property (or stock allocated to a
dwelling unit,
in the case of a Co-op Loan) which has been acquired by foreclosure
or deed in
lieu of foreclosure or otherwise, which represent late payments or
collections
of Monthly Payments due but delinquent for a previous Due Period
and not
previously recovered.
Latest Possible Maturity Date: With respect to the Certificates,
the
Distribution Date in March 2037.
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 sale or otherwise, and amounts received
through
Insurance Proceeds and condemnation proceeds.
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.
Lockout Certificates: Any of the Class 2-A3 or Class 2-A9
Certificates.
Lower Priority: As of any date of determination and with respect to
any
Class of Subordinate Certificates, any other Class of Subordinate
Certificates
then outstanding with a later priority for payments pursuant to
Section 6.01.
Lower Tier Regular Interests: Any of the REMIC 1 Regular Interests
or the
REMIC 2 Regular Interests.
Lower Tier REMIC Interests: Any of the REMIC 1 Interests or the
REMIC 2
Interests.
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Lowest Priority: As of any date of determination, the Class of
Subordinate
Certificates then outstanding with the latest priority for payments
pursuant to
Section 6.01, in the following order: Class B-3, Class B-2, Class
B-1, Class
M-3, Class M-2 and Class M-1 Certificates.
Lost
Notes: The original Mortgage Notes that have been lost, as
indicated
on the Mortgage Loan Schedule.
Majority Certificateholders: The Holders of Certificates evidencing
at
least 51% of the Voting Rights.
Master Servicer: Wells Fargo Bank, N.A. including any successors
in
interest who meet the qualifications of the Servicing Agreements
and 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-F1 - Master
Servicer
Collection Account." The Master Servicer Collection Account shall
be an Eligible
Account.
Master Servicing Compensation: The amount due to the Master
Servicer
pursuant to 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.
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.
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 6.05.
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 Principal: The principal portion of any Monthly
Payment.
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Monthly Statement: The statement distributed to Certificateholders
pursuant
to Section 6.04.
Moody's: Moody's Investors Service, Inc. or its successor in
interest.
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 Component: Each portion of a Mortgage Loan allocated to a
Subgroup
pursuant to the definitions of Subgroup 1, Subgroup 2, Subgroup 3
and Subgroup
4, as applicable.
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 Group: Pertaining to Mortgage Group One or Mortgage Group
Two, as
the case may be.
Mortgage Group One: The Mortgage Loans in the Trust Fund that
are
designated in the Mortgage Loan Schedule attached hereto as Exhibit
B as
comprising Mortgage Group One.
Mortgage Group One Subordinated Prepayment Percentage: As of
any
Distribution Date, the difference between 100% and the Non-PO Group
I Prepayment
Percentage.
Mortgage Group Two: The Mortgage Loans in the Trust Fund that
are
designated in the Mortgage Loan Schedule attached hereto as Exhibit
B as
comprising Mortgage Group Two.
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 Seller and the Depositor,
and all
amendments thereof and supplements thereto.
Mortgage Loan Schedule: The 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.
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Mortgage Pool: The pool of Mortgage Loans, identified on Exhibit B
and as
amended 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.
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 (expressed
as a per annum rate).
Non-Discount Mortgage Loan: A Mortgage Loan having a Net Mortgage
Rate
greater than the Remittance Rate.
Non-PO Allocated Amount: Any of the Non-PO Subgroup 1 Allocated
Amount, the
Non-PO Subgroup 2 Allocated Amount, the Non-PO Subgroup 3 Allocated
Amount and
the Non-PO Subgroup 1 Allocated Amount.
Non-PO Group I Percentage: As of any Distribution Date, a
fraction,
expressed as a percentage (which shall never exceed 100%), the
numerator of
which is the Non-PO Group I Principal Balance and the denominator
of which is
the Group One Non-PO Allocated Amount as of the immediately
preceding Due Date.
Non-PO Group II Percentage: As of any Distribution Date, a
fraction,
expressed as a percentage (which shall never exceed 100%), the
numerator of
which is the Non-PO Group II Principal Balance and the denominator
of which is
the Group Two Non-PO Allocated Amount of the immediately preceding
Due Date.
Non-PO Percentage: With respect to each Mortgage Loan, the
fraction,
expressed as a percentage (but not greater than 100%), the
numerator of which
equals the applicable Net Mortgage Rate and the denominator of
which equals the
applicable Remittance Rate.
Non-PO Principal Balance: In the case of a Non-Discount Mortgage
Loan, the
Stated Principal Balance of such Mortgage Loan and, in the case of
a Discount
Mortgage Loan, the product of (i) the Stated Principal Balance of
such Mortgage
Loan and (ii) the Non-PO Percentage for such Mortgage Loan.
Non-PO Senior Certificate: Any Senior Certificates other than the
Class PO
Certificates.
Non-PO Senior Optimal Principal Amount: Any of the Non-PO Subgroup
1
Optimal Principal Amount, the Non-PO Subgroup 2 Optimal Principal
Amount, the
Non-PO Subgroup 3 Optimal Principal Amount or the Non-PO Subgroup 4
Optimal
Principal Amount.
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Non-PO Senior Percentage: Any of the Non-PO Subgroup 1 Percentage,
the
Non-PO Subgroup 2 Percentage, the Non-PO Subgroup 3 Percentage or
the Non-PO
Subgroup 4 Percentage.
Non-PO Senior Prepayment Percentage: Any of the Non-PO Subgroup
1
Prepayment Percentage, the Non-PO Subgroup 2 Prepayment Percentage,
the Non-PO
Subgroup 3 Prepayment Percentage or the Non-PO Subgroup 1
Prepayment Percentage.
Non-PO Senior Principal Balance: Any of the Non-PO Subgroup 1
Principal
Balance, the Non-PO Subgroup 2 Principal Balance, the Non-PO
Subgroup 3
Principal Balance or the Non-PO Subgroup 4 Principal Balance.
Non-PO Subgroup 1 Allocated Amount: At the time of any
determination, the
amount derived by (i) multiplying the outstanding Principal Balance
of each
Mortgage Component in Subgroup 1 on such date of determination
(giving effect to
any Monthly Advances but prior to giving effect to any principal
prepayments
received with respect to such Mortgage Component that have not been
passed
through to Certificateholders) by the Non-PO Percentage with
respect to such
Mortgage Component and (ii) summing the results.
Non-PO Subgroup 1 Optimal Principal Amount: With respect to any
Distribution Date, the lesser of (a) the applicable Non-PO Subgroup
Principal
Balance and (b) the sum of:
(i)
the Non-PO Subgroup 1 Percentage of the applicable Non-PO
Percentage of
the principal portion of all Monthly Payments, whether or not
received, which
were due during the related Due Period on Subgroup 1 Mortgage Loans
which were
outstanding during such Due Period;
(ii)
the Non-PO Subgroup 1 Prepayment Percentage of the Non-PO Subgroup
1
Percentage of all Principal Prepayments received on any Subgroup 1
Mortgage
Component during the related Principal Prepayment Period;
(iii) with respect to each Mortgage Component not described in (iv)
below,
the Non-PO Subgroup 1 Percentage of the applicable Non-PO
Percentage of the
principal portion of all Insurance Proceeds, condemnation awards
and any other
cash proceeds from a source other than the applicable Mortgagor, to
the extent
required to be deposited in the Master Servicer Collection Account,
which were
received during the related Principal Prepayment Period with
respect to a
Subgroup 1 Mortgage Loan, net of related unreimbursed Servicing
Advances and net
of any portion thereof which, as to any such Mortgage Component,
constitutes
Late Collections that have been the subject of a Monthly Advance on
any prior
Distribution Date;
(iv)
with respect to each Subgroup 1 Mortgage Loan which has become
a
Liquidated Mortgage Loan during the preceding calendar month, the
lesser of (A)
the Non-PO Subgroup 1 Percentage of the applicable Non-PO
Percentage of an
amount equal to the Principal Balance of such Liquidated Mortgage
Loan (net of
Monthly Advances with respect to principal) as of the Due Date
immediately
preceding the date on which it became a Liquidated Mortgage Loan
and (B) the
Non-PO Subgroup 1 Prepayment Percentage of the Non-PO Subgroup 1
Percentage of
the Net Liquidation Proceeds with respect to such liquidated
Mortgage Loan (net
of any unreimbursed Monthly Advances);
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(v)
with respect to each Subgroup 1 Mortgage Loan repurchased during
the
related Principal Prepayment Period, an amount equal to the Non-PO
Subgroup 1
Prepayment Percentage of the applicable Non-PO Percentage of the
principal
portion of the Purchase Price (net of amounts with respect to which
a
distribution of principal has previously been made to the
applicable Non-PO
Certificateholders);
(vi)
on or after the Credit Support Depletion Date, the excess of
the
Non-PO Subgroup 1 Principal Balance (calculated after giving effect
to
reductions thereof on such Distribution Date with respect to the
amounts
described in (i) to (v) above) over the Non-PO Subgroup 1 Allocated
Amount; and
(vii) Subsequent Recoveries.
Non-PO Subgroup 1 Percentage: As of any Distribution Date, a
fraction,
expressed as a percentage, the numerator of which is the Non-PO
Subgroup 1
Principal Balance and the denominator of which is the Non-PO
Subgroup 1
Allocated Amount immediately prior to the Due Date in the month of
such
Distribution Date.
Non-PO Subgroup 1 Prepayment Percentage: As of any Distribution
Date up to
and including the Distribution Date in March 2012, 100%; as of any
Distribution
Date in the first year thereafter, the Non-PO Subgroup 1 Percentage
plus 70% of
the applicable Subordinated Percentage for such Distribution Date;
as of any
Distribution Date in the second year thereafter, the Non-PO
Subgroup 1
Percentage plus 60% of the applicable Subordinated Percentage for
such
Distribution Date; as of any Distribution Date in the third year
thereafter, the
Non-PO Subgroup 1 Percentage plus 40% of the applicable
Subordinated Percentage
for such Distribution Date; as of any Distribution Date in the
fourth year
thereafter, the Non-PO Subgroup 1 Percentage plus 20% of the
applicable
Subordinated Percentage for such Distribution Date; and as of any
Distribution
Date after the fourth year thereafter, the Non-PO Subgroup 1
Percentage;
provided that, if the Non-PO Subgroup 1 Percentage as of any such
Distribution
Date is greater than the Non-PO Subgroup 1 Percentage on the first
Distribution
Date, the Non-PO Subgroup 1 Prepayment Percentage shall be 100%;
and provided
further, however, that whenever the Non-PO Subgroup 1 Percentage
equals 0%, the
Non-PO Subgroup 1 Prepayment Percentage shall equal 0%; and
provided further
that no reduction of the Non-PO Subgroup 1 Prepayment Percentage
below the level
in effect for the most recent period shall occur with respect to
any
Distribution Date unless, as of the last day of the month preceding
such
Distribution Date, (i) the aggregate outstanding Principal Balance
of Mortgage
Components with respect to each of the Subgroups, each taken
individually,
delinquent 60 days or more (including for this purpose any Mortgage
Components
in foreclosure and Mortgage Components with respect to which the
related
Mortgaged Property has been acquired by the Trust Fund) does not
exceed 50% of
the related Subordinated Percentage of the Mortgage Pool Principal
Balance with
respect to Subgroup 1 as of such date and (ii) cumulative Realized
Losses
with respect to any Subgroup, each taken individually, do not
exceed (a) 30% of
the related Subordinated Percentage of the Mortgage Pool Principal
Balance with
respect to Subgroup 1 if such Distribution Date occurs between and
including
April 2012 and March 2013, (b) 35% of the related Original
Subordinated
Principal Balance if such Distribution Date occurs between and
including April
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<PAGE>
2013 and March 2014, (c) 40% of the related Original Subordinated
Principal
Balance if such Distribution Date occurs between and including
April 2014 and
March 2015, (d) 45% of the related Original Subordinated Principal
Balance if
such Distribution Date occurs between and including April 2015 and
March 2016,
and (e) 50% of the related Original Subordinated Principal Balance
if such
Distribution Date occurs during or after April 2016.
Non-PO Subgroup 1 Principal Balance: As of any Distribution Date,
(a) the
Non-PO Subgroup 1 Principal Balance for the immediately preceding
Distribution
Date less (b) amounts distributed (or deemed distributed) to the
Subgroup 1
Certificateholders on such preceding Distribution Date allocable to
principal
(including the principal portion of Monthly Advances of the
Servicer made
pursuant to Section 6.05 and Realized Losses allocated to the
Subgroup 1
Certificates pursuant to Section 6.02); provided that the Non-PO
Subgroup 1
Principal Balance on the first Distribution Date shall be the
initial Non-PO
Subgroup 1 Principal Balance.
Non-PO Subgroup 1 Principal Payment Rules: With respect to any
Distribution
Date, distributions to the Holders of the Subgroup 1 Certificates
pursuant to
Section 6.01(b)(ii)(A) shall be made sequentially to the Class A-R
Certificate
and then to the Class 1-A1 Certificates until the Class Certificate
Balance of
each such Class has been reduced to zero.
Non-PO Subgroup 2 Allocated Amount: At the time of any
determination, the
amount derived by (i) multiplying the outstanding Principal Balance
of each
Mortgage Component in Subgroup 2 on such date of determination
(giving effect to
any Monthly Advances but prior to giving effect to any principal
prepayments
received with respect to such Mortgage Component that have not been
passed
through to Certificateholders) by the Non-PO Percentage with
respect to such
Mortgage Component and (ii) summing the results.
Non-PO Subgroup 2 Optimal Principal Amount: With respect to any
Distribution Date, the lesser of (a) the applicable Non-PO Subgroup
Principal
Balance and (b) the sum of:
(i)
the Non-PO Subgroup 2 Percentage of the applicable Non-PO
Percentage of
the principal portion of all Monthly Payments, whether or not
received, which
were due during the related Due Period on Subgroup 2 Mortgage Loans
which were
outstanding during such Due Period;
(ii)
the Non-PO Subgroup 2 Prepayment Percentage of the Non-PO Subgroup
2
Percentage of all Principal Prepayments received on any Subgroup 2
Mortgage
Component during the related Principal Prepayment Period;
(iii) with respect to each Mortgage Component not described in (iv)
below,
the Non-PO Subgroup 2 Percentage of the applicable Non-PO
Percentage of the
principal portion of all Insurance Proceeds, condemnation awards
and any other
cash proceeds from a source other than the applicable Mortgagor, to
the extent
required to be deposited in the Master Servicer Collection Account,
which were
received during the related Principal Prepayment Period with
respect to a
Subgroup 2 Mortgage Loan, net of related unreimbursed Servicing
Advances and net
of any portion thereof which, as to any such Mortgage Component,
constitutes
Late Collections that have been the subject of a Monthly Advance on
any prior
Distribution Date;
(iv)
with respect to each Subgroup 2 Mortgage Loan which has become
a
Liquidated Mortgage Loan during the preceding calendar month, the
lesser of
(A) the
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<PAGE>
Non-PO Subgroup 2 Percentage of the applicable Non-PO Percentage of
an
amount equal to the Principal Balance of such Liquidated Mortgage
Loan (net of
Monthly Advances with respect to principal) as of the Due Date
immediately
preceding the date on which it became a Liquidated Mortgage Loan
and (B) the
Non-PO Subgroup 2 Prepayment Percentage of the applicable Non-PO
Percentage of
the Net Liquidation Proceeds with respect to such liquidated
Mortgage Loan (net
of any unreimbursed Monthly Advances);
(v)
with respect to each Subgroup 2 Mortgage Loan repurchased during
the
related Principal Prepayment Period, an amount equal to the
applicable Non-PO
Prepayment Percentage of the applicable Non-PO Percentage of the
principal
portion of the Purchase Price (net of amounts with respect to which
a
distribution of principal has previously been made to the
applicable Non-PO
Certificateholders);
(vi)
on or after the Credit Support Depletion Date, the excess of
the
Non-PO Subgroup 2 Principal Balance (calculated after giving effect
to
reductions thereof on such Distribution Date with respect to the
amounts
described in (i) to (v) above) over the Non-PO Subgroup 2 Allocated
Amount; and
(vii) Subsequent Recoveries.
Non-PO Subgroup 2 Percentage: As of any Distribution Date, a
fraction,
expressed as a percentage, the numerator of which is the Non-PO
Subgroup 2
Principal Balance and the denominator of which is the Non-PO
Subgroup 2
Allocated Amount immediately prior to the Due Date in the month of
such
Distribution Date.
Non-PO Subgroup 2 Prepayment Percentage: As of any Distribution
Date up to
and including the Distribution Date in March 2012, 100%; as of any
Distribution
Date in the first year thereafter, the Non-PO Subgroup 2 Percentage
plus 70% of
the applicable Subordinated Percentage for such Distribution Date;
as of any
Distribution Date in the second year thereafter, the Non-PO
Subgroup 2
Percentage plus 60% of the applicable Subordinated Percentage for
such
Distribution Date; as of any Distribution Date in the third year
thereafter, the
Non-PO Subgroup 2 Percentage plus 40% of the applicable
Subordinated Percentage
for such Distribution Date; as of any Distribution Date in the
fourth year
thereafter, the Non-PO Subgroup 2 Percentage plus 20% of the
applicable
Subordinated Percentage for such Distribution Date; and as of any
Distribution
Date after the fourth year thereafter, the applicable Non-PO
Percentage;
provided that, if the Non-PO Subgroup 2 Percentage as of any such
Distribution
Date is greater than the Non-PO Subgroup 2 Percentage on the first
Distribution
Date, the Non-PO Subgroup 2 Prepayment Percentage shall be 100%;
and provided
further, however, that whenever the applicable Non-PO Percentage
equals 0%, the
Non-PO Subgroup 2 Prepayment Percentage shall equal 0%; and
provided further
that no reduction of the Non-PO Subgroup 2 Prepayment Percentage
below the level
in effect for the most recent period shall occur with respect to
any
Distribution Date unless, as of the last day of the month preceding
such
Distribution Date, (i) the aggregate outstanding Principal Balance
of Mortgage
Components with respect to each of the Subgroups, each taken
individually,
delinquent 60 days or more (including for this purpose any Mortgage
Components
in foreclosure and Mortgage Components with respect to which the
related
Mortgaged Property has been acquired by the Trust Fund) does not
exceed 50% of
the related Subordinated Percentage of the Mortgage Pool Principal
Balance with
respect to Subgroup 2 as of
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<PAGE>
such date and (ii) cumulative Realized Losses with respect to any
Subgroup, each
taken individually, do not exceed (a) 30% of the related
Subordinated Percentage
of the Mortgage Pool Principal Balance with respect to Subgroup 2
if such
Distribution Date occurs between and including April 2012 and March
2013, (b)
35% of the related Original Subordinated Principal Balance if such
Distribution
Date occurs between and including April 2013 and March 2014, (c)
40% of the
related Original Subordinated Principal Balance if such
Distribution Date occurs
between and including April 2014 and March 2015, (d) 45% of the
related Original
Subordinated Principal Balance if such Distribution Date occurs
between and
including April 2015 and March 2016, and (e) 50% of the related
Original
Subordinated Principal Balance if such Distribution Date occurs
during or after
April 2016.
Non-PO Subgroup 2 Principal Balance: As of any Distribution Date,
(a) the
Non-PO Subgroup 2 Principal Balance for the immediately preceding
Distribution
Date less (b) amounts distributed (or deemed distributed) to the
Subgroup 2
Certificateholders on such preceding Distribution Date allocable to
principal
(including the principal portion of Monthly Advances of the
Servicer made
pursuant to Section 6.05 and Realized Losses allocated to the
Subgroup 2
Certificates pursuant to Section 6.02); provided that the Non-PO
Subgroup 2
Principal Balance on the first Distribution Date shall be the
initial Non-PO
Subgroup 2 Principal Balance.
Non-PO Subgroup 2 Principal Payment Rules:
With
respect to any Distribution Date, distributions to the Holders of
the
Subgroup 2 Certificates pursuant to Section 6.01(b)(ii)(B) shall be
made to the
Class 1-A2 until the Class Certificate Balance of such Class has
been reduced to
zero.
Non-PO Subgroup 3 Allocated Amount: At the time of any
determination, the
amount derived by (i) multiplying the outstanding Principal Balance
of each
Mortgage Component in Subgroup 3 on such date of determination
(giving effect to
any Monthly Advances but prior to giving effect to any principal
prepayments
received with respect to such Mortgage Component that have not been
passed
through to Certificateholders) by the Non-PO Percentage with
respect to such
Mortgage Component and (ii) summing the results.
Non-PO Subgroup 3 Optimal Principal Amount: With respect to any
Distribution Date, the lesser of (a) the applicable Non-PO Subgroup
Principal
Balance and (b) the sum of:
(i)
the Non-PO Subgroup 3 Percentage of the applicable Non-PO
Percentage of
the principal portion of all Monthly Payments, whether or not
received, which
were due during the related Due Period on Subgroup 3 Mortgage Loans
which were
outstanding during such Due Period;
(ii)
the Non-PO Subgroup 3 Prepayment Percentage of the Non-PO Subgroup
3
Percentage of all Principal Prepayments received on any Subgroup 3
Mortgage
Component during the related Principal Prepayment Period;
(iii) with respect to each Mortgage Component not described in (iv)
below,
the Non-PO Subgroup 3 Percentage of the applicable Non-PO
Percentage of the
principal portion of all Insurance Proceeds, condemnation awards
and any other
cash proceeds from a source other than the applicable Mortgagor, to
the extent
required to be deposited in the Master Servicer
-38-
<PAGE>
Collection Account, which were received during the related
Principal Prepayment
Period with respect to a Subgroup 3 Mortgage Loan, net of related
unreimbursed
Servicing Advances and net of any portion thereof which, as to any
such Mortgage
Component, constitutes Late Collections that have been the subject
of an Advance
on any prior Distribution Date;
(iv)
with respect to each Subgroup 3 Mortgage Loan which has become
a
Liquidated Mortgage Loan during preceding calendar month, the
lesser of (A) the
Non-PO Subgroup 3 Percentage of the applicable Non-PO Percentage of
an amount
equal to the Principal Balance of such Liquidated Mortgage Loan
(net of Monthly
Advances with respect to principal) as of the Due Date immediately
preceding the
date on which it became a Liquidated Mortgage Loan and (B) the
Non-PO Subgroup 3
Prepayment Percentage of the applicable Non-PO Percentage of the
Net Liquidation
Proceeds with respect to such liquidated Mortgage Loan (net of any
unreimbursed
Monthly Advances);
(v)
with respect to each Subgroup 3 Mortgage Loan repurchased during
the
related Principal Prepayment Period, an amount equal to the Non-PO
Subgroup 3
Prepayment Percentage of the applicable Non-PO Percentage of the
principal
portion of the Purchase Price (net of amounts with respect to which
a
distribution of principal has previously been made to the
applicable Non-PO
Certificateholders);
(vi)
on or after the Credit Support Depletion Date, the excess of
the
Non-PO Subgroup 3 Principal Balance (calculated after giving effect
to
reductions thereof on such Distribution Date with respect to the
amounts
described in (i) to (v) above) over the Non-PO Subgroup 3 Allocated
Amount; and
(vii) Subsequent Recoveries.
Non-PO Subgroup 3 Percentage: As of any Distribution Date, a
fraction,
expressed as a percentage, the numerator of which is the Non-PO
Subgroup 3
Senior Principal Balance and the denominator of which is the Non-PO
Subgroup 3
Allocated Amount immediately prior to the Due Date in the month of
such
Distribution Date.
Non-PO Subgroup 3 Prepayment Percentage: As of any Distribution
Date up to
and including the Distribution Date in March 2012, 100%; as of any
Distribution
Date in the first year thereafter, the Non-PO Subgroup 3 Percentage
plus 70% of
the applicable Subordinated Percentage for such Distribution Date;
as of any
Distribution Date in the second year thereafter, the Non-PO
Subgroup 3
Percentage plus 60% of the applicable Subordinated Percentage for
such
Distribution Date; as of any Distribution Date in the third year
thereafter, the
Non-PO Subgroup 3 Percentage plus 40% of the applicable
Subordinated Percentage
for such Distribution Date; as of any Distribution Date in the
fourth year
thereafter, the Non-PO Subgroup 3 Percentage plus 20% of the
applicable
Subordinated Percentage for such Distribution Date; and as of any
Distribution
Date after the fourth year thereafter, the Non-PO Subgroup 3
Percentage;
provided that, if the Non-PO Subgroup 3 Percentage as of any such
Distribution
Date is greater than the Non-PO Subgroup 3 Percentage on the first
Distribution
Date, the applicable Non-PO Prepayment Percentage shall be 100%;
and provided
further, however, that whenever the Non-PO Subgroup 3 Percentage
equals 0%, the
Non-PO Subgroup 3 Prepayment Percentage shall equal 0%; and
provided further
that no reduction of the Non-PO Subgroup 3 Prepayment Percentage
below the level
in effect for the most recent period shall occur with respect to
any
Distribution Date unless,
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<PAGE>
as of the last day of the month preceding such Distribution Date,
(i) the
aggregate outstanding Principal Balance of Mortgage Components with
respect to
each of the Subgroups, each taken individually, delinquent 60 days
or more
(including for this purpose any Mortgage Components in foreclosure
and Mortgage
Components with respect to which the related Mortgaged Property has
been
acquired by the Trust Fund) does not exceed 50% of the related
Subordinated
Percentage of the Mortgage Pool Principal Balance with respect to
Subgroup 3 as
of such date and (ii) cumulative Realized Losses with respect to
any Subgroup,
each taken individually, do not exceed (a) 30% of the related
Subordinated
Percentage of the Mortgage Pool Principal Balance with respect to
Subgroup 3 if
such Distribution Date occurs between and including April 2012 and
March 2013,
(b) 35% of the related Original Subordinated Principal Balance if
such
Distribution Date occurs between and including April 2013 and March
2014, (c)
40% of the related Original Subordinated Principal Balance if such
Distribution
Date occurs between and including April 2014 and March 2015, (d)
45% of the
related Original Subordinated Principal Balance if such
Distribution Date occurs
between and including April 2015 and March 2016, and (e) 50% of the
related
Original Subordinated Principal Balance if such Distribution Date
occurs during
or after April 2016.
Non-PO Subgroup 3 Principal Balance: As of any Distribution Date,
(a) the
Non-PO Subgroup 3 Principal Balance for the immediately preceding
Distribution
Date less (b) amounts distributed (or deemed distributed) to the
Subgroup 3
Certificateholders on such preceding Distribution Date allocable to
principal
(including the principal portion of Monthly Advances of the
Servicer made
pursuant to Section 6.05 and Realized Losses allocated to the
Subgroup 3
Certificates pursuant to Section 6.02); provided that the Non-PO
Subgroup 3
Principal Balance on the first Distribution Date shall be the
initial Non-PO
Subgroup 3 Principal Balance.
Non-PO Subgroup 3 Principal Payment Rules:
With
respect to any Distribution Date up to and including the Credit
Support Depletion Date, distributions to the Holders of the
Subgroup 3
Certificates pursuant to Section 6.01(b)(ii)(C) shall be made
sequentially as
follows:
(i)
first, to the Class 2-A3 Certificates up to the Class 2-A3
Lockout
Principal Distribution Amount;
(ii)
second, pro rata based on the aggregate principal balance of the
Class
2-A1 and Class 2-A2 Certificates and the principal balance of the
Class 2-A10
Certificates (i) sequentially to the Class 2-A1 and Class 2-A2
Certificates and
(ii) to the Class 2-A10 Certificates, until the Class Certificate
Balance of
each such Class has been reduced to zero; and
(iii) third, to the Class 2-A3 Certificates, until the Class
Certificate
Balance of such Class has been reduced to zero.
On
any Distribution Date after the Credit Support Depletion Date,
distributions of principal among the classes of the Subgroup 3
Certificates then
outstanding will be made pro rata based upon their respective
outstanding
principal balances and not in accordance with the priorities set
forth above.
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<PAGE>
Non-PO Subgroup 4 Allocated Amount: At the time of any
determination, the
amount derived by (i) multiplying the outstanding Principal Balance
of each
Mortgage Component in Subgroup 4 on such date of determination
(giving effect to
any Monthly Advances but prior to giving effect to any principal
prepayments
received with respect to such Mortgage component that have not been
passed
through to Certificateholders) by the Non-PO Percentage with
respect to such
Mortgage Component and (ii) summing the results.
Non-PO Subgroup 4 Optimal Principal Amount: With respect to any
Distribution Date, the lesser of (a) the applicable Non-PO Subgroup
Principal
Balance and (b) the sum of:
(i)
the Non-PO Subgroup 4 Percentage of the applicable Non-PO
Percentage of
the principal portion of all Monthly Payments, whether or not
received, which
were due during the related Due Period on Subgroup 4 Mortgage Loans
which were
outstanding during such Due Period;
(ii)
the Non-PO Subgroup 4 Prepayment Percentage of the Non-PO Subgroup
4
Percentage of all Principal Prepayments received on any Subgroup 4
Mortgage
Component during the related Principal Prepayment Period;
(iii) with respect to each Mortgage Component not described in (iv)
below,
the Non-PO Subgroup 4 Percentage of the applicable Non-PO
Percentage of the
principal portion of all Insurance Proceeds, condemnation awards
and any other
cash proceeds from a source other than the applicable Mortgagor, to
the extent
required to be deposited in the Master Servicer Collection Account,
which were
received during the related Principal Prepayment Period with
respect to a
Subgroup 4 Mortgage Loan, net of related unreimbursed Servicing
Advances and net
of any portion thereof which, as to any such Mortgage Component,
constitutes
Late Collections that have been the subject of a Monthly Advance on
any prior
Distribution Date;
(iv)
with respect to each Subgroup 4 Mortgage Loan which has become
a
Liquidated Mortgage Loan during the preceding calendar month, the
lesser of (A)
the Non-PO Subgroup 4 Percentage of the applicable Non-PO
Percentage of an
amount equal to the Principal Balance of such Liquidated Mortgage
Loan (net of
Monthly Advances with respect to principal) as of the Due Date
immediately
preceding the date on which it became a Liquidated Mortgage Loan
and (B) the
Non-PO Subgroup 4 Prepayment Percentage of the applicable Non-PO
Percentage of
the Net Liquidation Proceeds with respect to such liquidated
Mortgage Loan (net
of any unreimbursed Monthly Advances);
(v)
with respect to each Subgroup 4 Mortgage Loan repurchased during
the
related Principal Prepayment Period, an amount equal to the Non-PO
Subgroup 4
Prepayment Percentage of the applicable Non-PO Percentage of the
principal
portion of the Purchase Price (net of amounts with respect to which
a
distribution of principal has previously been made to the
applicable Non-PO
Certificateholders);
(vi)
on or after the Credit Support Depletion Date, the excess of
the
Non-PO Subgroup 4 Principal Balance (calculated after giving effect
to
reductions thereof on such Distribution Date with respect to the
amounts
described in (i) to (v) above) over the Non-PO Subgroup 4 Allocated
Amount; and
(vii) Subsequent Recoveries.
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<PAGE>
Non-PO Subgroup 4 Percentage: As of any Distribution Date, a
fraction,
expressed as a percentage, the numerator of which is the Non-PO
Subgroup 4
Principal Balance and the denominator of which is the Non-PO
Subgroup 4
Allocated Amount immediately prior to the Due Date in the month of
such
Distribution Date.
Non-PO Subgroup 4 Prepayment Percentage: As of any Distribution
Date up to
and including the Distribution Date in March 2012, 100%; as of any
Distribution
Date in the first year thereafter, the Non-PO Subgroup 4 Percentage
plus 70% of
the applicable Subordinated Percentage for such Distribution Date;
as of any
Distribution Date in the second year thereafter, the Non-PO
Subgroup 4
Percentage plus 60% of the applicable Subordinated Percentage for
such
Distribution Date; as of any Distribution Date in the third year
thereafter, the
Non-PO Subgroup 4 Percentage plus 40% of the applicable
Subordinated Percentage
for such Distribution Date; as of any Distribution Date in the
fourth year
thereafter, the Non-PO Subgroup 4 Percentage plus 20% of the
applicable
Subordinated Percentage for such Distribution Date; and as of any
Distribution
Date after the fourth year thereafter, the Non-PO Subgroup 4
Percentage;
provided that, if the Non-PO Subgroup 4 Percentage as of any such
Distribution
Date is greater than the Non-PO Subgroup 4 Percentage on the first
Distribution
Date, the Non-PO Subgroup 4 Prepayment Percentage shall be 100%;
and provided
further, however, that whenever the Non-PO Subgroup 4 Percentage
equals 0%, the
Non-PO Subgroup 4 Prepayment Percentage shall equal 0%; and
provided further
that no reduction of the Non-PO Subgroup 4 Prepayment Percentage
below the level
in effect for the most recent period shall occur with respect to
any
Distribution Date unless, as of the last day of the month preceding
such
Distribution Date, (i) the aggregate outstanding Principal Balance
of Mortgage
Components with respect to each of the Subgroups, each taken
individually,
delinquent 60 days or more (including for this purpose any Mortgage
Components
in foreclosure and Mortgage Components with respect to which the
related
Mortgaged Property has been acquired by the Trust Fund) does not
exceed 50% of
the related Subordinated Percentage of the Mortgage Pool Principal
Balance with
respect to Subgroup 4 as of such date and (ii) cumulative Realized
Losses
with respect to any Subgroup, each taken individually, do not
exceed (a) 30% of
the related Subordinated Percentage of the Mortgage Pool Principal
Balance with
respect to Subgroup 4 if such Distribution Date occurs between and
including
April 2012 and March 2013, (b) 35% of the related Original
Subordinated
Principal Balance if such Distribution Date occurs between and
including April
2013 and March 2014, (c) 40% of the related Original Subordinated
Principal
Balance if such Distribution Date occurs between and including
April 2014 and
March 2015, (d) 45% of the related Original Subordinated Principal
Balance if
such Distribution Date occurs between and including April 2015 and
March 2016,
and (e) 50% of the related Original Subordinated Principal Balance
if such
Distribution Date occurs during or after April 2016.
Non-PO Subgroup 4 Principal Balance: As of any Distribution Date,
(a) the
Non-PO Subgroup 4 Principal Balance for the immediately preceding
Distribution
Date less (b) amounts distributed (or deemed distributed) to the
Subgroup 4
Certificateholders on such preceding Distribution Date allocable to
principal
(including the principal portion of Monthly Advances of the
Servicer made
pursuant to Section 6.05 and Realized Losses allocated to the
Subgroup 4
Certificates pursuant to Section 6.02); provided that the Non-PO
Subgroup 4
Principal Balance on the first Distribution Date shall be the
initial Non-PO
Subgroup 4 Principal Balance.
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<PAGE>
Non-PO Subgroup 4 Principal Payment Rules:
With
respect to any Distribution Date up to and including the Credit
Support Depletion Date, distributions to the Holders of the
Subgroup 4
Certificates pursuant to Section 6.01(b)(ii)(D) shall be made pro
rata as
follows:
(i)
to the Class 2-A4 Certificates, the product of (x) the
fraction,
expressed as a percentage, of the quotient of (i) the principal
balance of the
Class 2-A4 Certificates and (ii) the aggregate amount of the Class
2-A4, Class
2-A6, Class 2-A7, Class 2-A8 and Class 2-A9 Certificates and (y)
the Non-PO
Subgroup 4 Optimal Principal Amount until the principal balance of
such class
has been reduced to zero; and
(ii)
to the Class 2-A6, Class 2-A7, Class 2-A8 and Class 2-A9
Certificates,
the product of (x) the fraction, expressed as a percentage, of the
quotient of
(i) the sum of the principal balances of the Class 2-A6, Class
2-A7, Class 2-A8
and Class 2-A9 Certificates and (ii) the aggregate amount of the
Class 2-A4,
Class 2-A6, Class 2-A7, Class 2-A8 and Class 2-A9 Certificates and
(y) the
Non-PO Subgroup 4 Optimal Principal Amount until the principal
balance of such
class has been reduced to zero, sequentially, as follows:
First, to the Class 2-A9 Certificates up to the Class 2-A9
Lockout
Principal Distribution Amount ;
Second, to the Class 2-A7 Certificates, $1,000 until the
principal
balance of such class has been reduced to zero;
Third, to the Class 2-A6 Certificates, beginning in October 2007,
an
amount equal to $769,500 until the earlier of (i) the Distribution
Date on
which the principal balance of the Class 2-A7 Certificates has been
reduced
to
zero and (ii) the Distribution Date on which the principal balance
of
the Class 2-A6
Certificates has been reduced to zero; and
Fourth, sequentially, to the Class 2-A7, Class 2-A6, Class 2-A8
and
Class 2-A9 Certificates, until the principal balance of each such
class has
been
reduced to zero.
On
any Distribution Date after the Credit Support Depletion Date,
distributions of principal among the classes of the Subgroup 4
Certificates then
outstanding will be made pro rata based upon their respective
outstanding
principal balances and not in accordance with the priorities set
forth above.
Nonrecoverable Advance: With respect to any Mortgage Loan any
advance or
Monthly Advance (i) which was previously made or is proposed to be
made by the
applicable Servicer, or the Master Servicer as successor Servicer,
or the
Trustee as successor Master Servicer and (ii) which, in the good
faith judgment
of the applicable Servicer, the Master Servicer or the Trustee,
will not or, in
the case of a proposed advance or Monthly Advance, would not, be
ultimately
recoverable by the applicable Servicer, the Master Servicer or the
Trustee (as
successor Master Servicer) from Liquidation Proceeds, Insurance
Proceeds or
future payments on the Mortgage Loan for which such advance or
Monthly Advance
was made.
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Offered Certificate: Any Senior Certificate or Offered
Subordinate
Certificate issued hereunder.
Offered Subordinate Certificates: The Class M-l, Class M-2 and
Class M-3
Certificates.
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.
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 Interest 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 and (D) in the event
an Auction
has been conducted, all reasonable fees and expenses incurred by
the Securities
Administrator to conduct the Auction.
Original Class IO-1 Notional Amount: The Class Certificate Balance
of the
Class IO-1 Certificates on the Closing Date, as set forth opposite
such Class in
the Preliminary Statement.
Original Class IO-2 Notional Amount: The Class Certificate Balance
of the
Class IO-2 Certificates on the Closing Date, as set forth opposite
such Class in
the Preliminary Statement.
Original Credit Support: With respect to any Class of
Subordinate
Certificates (other than the Class B-3 Certificates), the level of
Credit
Support indicated below:
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Class A:
5.90%
Class M-1: 2.90%
Class M-2: 1.90%
Class M-3: 1.20%
Class B-1: 0.70%
Class B-2: 0.35%
Original Subgroup 1 Principal Balance: $14,203,948.21.
Original Subgroup 2 Principal Balance: $71,177,333.39.
Original Subgroup 3 Principal Balance: $60,882,640.49.
Original Subgroup 4 Principal Balance: $298,640,375.95.
Original Subordinated Principal Balance: The sum of the Subgroup
1
Subordinated Amount, the initial Subgroup 2 Subordinated Amount,
the initial
Subgroup 3 Subordinated Amount, or the initial Subgroup 4
Subordinated Amount as
of the Closing Date.
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 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.
Overcollateralized Subgroup: As defined in Section
6.01(b)(x)(B).
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.
Paying Agent: The Securities Administrator or any successor Paying
Agent
appointed by the Securities Administrator.
Percentage Interest: With respect to any Certificate (other than
the Class
P Certificates), a fraction, expressed as a percentage, the
numerator of which
is the Initial Class Certificate Balance (or Class IO Notional
Amount in the
case of the Class IO Certificates) represented by such Certificate
and the
denominator of which is the Initial Class Certificate Balance (or
Class
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IO Notional Amount in the case of the Class IO Certificates) of the
related
Class. With respect to the Class P Certificates, the Percentage
Interest
evidenced thereby shall be as specified on the face thereof, or
otherwise, be
equal to 100%.
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 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 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;
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(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 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
Rating Agency), including any such fund for which the Trustee
or
Master Servicer or any affiliate of the Trustee 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
(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 Mortgage
Corporation, the
Depositor and the Seller pursuant to which the PHH Servicing
Agreement and the
rights of the Seller thereunder (other than the rights to enforce
the
representations and warranties with respect to the PHH Mortgage
Loans) were
assigned to the Depositor for the benefit of the
Certificateholders.
PHH
Mortgage 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, between Merrill
Lynch Mortgage
Capital Inc., Bishop's Gate Residential Mortgage Trust (formerly
known as
Cendant Residential Mortgage Trust) and Cendant Mortgage
Corporation (as amended
and in effect at any time).
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Physical Certificate: The Residual Certificate.
PO
Percentage: With respect to each Mortgage Loan in any Subgroup,
a
fraction, expressed as a percentage (but not less than 0%), the
numerator of
which will equal the excess, if any, of the applicable Remittance
Rate over the
applicable Net Mortgage Rate, and the denominator of which will
equal the
applicable Remittance Rate. The PO Percentage will be 0% with
respect to
Mortgage Loans for which the Net Mortgage Rate is greater than or
equal to the
applicable Remittance Rate.
Pooling and Servicing Agreement: This Pooling and Servicing
Agreement
relating to the Mortgage Pass-Through Certificates, MANA Series
2007-F1.
Prepayment Assumption: A rate or rates of prepayment, as described
in the
Prospectus Supplement related to the Offered Certificates.
Prepayment Charge: With respect to any Principal 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
Principal
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
such Principal 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 6.06.
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 Balance: At the time of any determination, the principal
balance
of a Mortgage Loan or Mortgage Component remaining to be paid at
the close of
business on the Cut-off Date (after deduction of all principal
payments due on
or before the Cut-off Date whether or not paid) (or, in the case of
a substitute
Mortgage Loan included in the Trust Fund pursuant to the Mortgage
Loan Purchase
Agreement or Section 2.04, the close of business as of the date of
substitution)
reduced by all amounts previously distributed to Certificateholders
that are
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allocable to payments
of principal on such Mortgage Loan or Mortgage Component
(including the principal portion of Monthly Advances of the
Servicer made
pursuant to Section 6.05(d)).
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 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.
Principal Prepayment Period: With respect to principal prepayments
in full
(other than with regards to Wilshire) and principal prepayments in
part, the
calendar month preceding the month of such Distribution Date, and
for Wilshire
and with respect to prepayments in full, the 15th day of the month
preceding the
Distribution Date through the 14th of the month of the Distribution
Date.
Private Certificates: Any of the Class B-1, Class B-2, Class B-3
and Class
P Certificates.
Prospectus Supplement: The Prospectus Supplement dated March 23,
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 Insurer: Any insurance company duly qualified as such
under the
laws of the state or states in which the related Mortgaged Property
or Mortgaged
Properties is or are located, duly authorized and licensed in such
state or
states to transact the type of insurance business in which it is
engaged and
approved as an insurer by the Master Servicer, so long as the
claims
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paying ability of which is acceptable to the Rating Agencies for
pass-through
certificates having the same rating as the Certificates rated by
the Rating
Agencies as of the Closing Date.
Rating Agencies: Moody's and Fitch.
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 Interest Shortfall: As defined in Section
6.07(b).
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.
Reference Banks: Those banks (i) with an established place of
business in
London, England, (ii) not controlling, under the control of or
under common
control with the Depositor or the Securities Administrator, (iii)
that have been
designated as such by the Securities Administrator and (iv) that
are engaged in
transactions in the London interbank market.
Refinanced Mortgage Loan: Any Mortgage Loan the proceeds of which
were not
used to purchase the related Mortgaged Property.
Regular Certificates: Any of the Class 1-A1, Class 1-A2, Class
2-A1, Class
2-A2, Class 2-A3, Class 2-A4, Class 2-A5, Class 2-A6, Class 2-A7,
Class 2-A8,
Class 2-A9, Class 2-A10, Class IO-1, Class IO-2, Class PO, Class
M-1, Class M-2,
Class M-3, 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, 1,531 (Jan. 7, 2005) or by
the staff of
the Commission, or as may be provided by the Commission or its
staff from time
to time.
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).
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
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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.
Relief Act Mortgage Loan: Any Mortgage Loan as to which the Monthly
Payment
thereof has been reduced 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.
REMIC Interests: Any regular or residual interest in any of REMIC
1, REMIC
2 or the Upper Tier REMIC, as described in the Preliminary
Statement.
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 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 1: As described in the Preliminary Statement.
REMIC 1 Interest: Each class of interest in REMIC 1 as described in
the
Preliminary Statement.
REMIC 1 Regular Interest: Each of the REMIC 1 Interests other than
the
Class LT1-R Interest.
REMIC 1 Subordinate Balance Ratio: The ratio among the
uncertificated
principal balances of each of the REMIC 1 Interests ending with the
designation
"A" that is equal to the ratio among, with respect to each such
REMIC 1
Interest, the excess of (x) the aggregate Non-PO Percentage of the
Principal
Balance of each of the Mortgage Components in the related Subgroup
over (y) the
aggregate Class Certificate Balance of the Certificates in the
Certificate
Subgroup related to such Subgroup.
REMIC 2: As described in the Preliminary Statement.
REMIC 2 Interest: Each class of interest in REMIC 2 as described in
the
Preliminary Statement.
REMIC 2 Regular Interest: Each of the REMIC 2 Interests other than
the
Class LT2-R Interest.
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Remittance Rate: With respect to each of Mortgage Group One and
Mortgage
Group Two, the Mortgage Group One Remittance Rate and the Mortgage
Group Two
Remittance Rate, respectively.
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 Seller 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.
Residual Certificate: The Class A-R Certificate.
Residual Interest: Not applicable.
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.
Rule
144A Letter: The certificate to be furnished by each purchaser of
a
Private Certificate (which is also a Physical Certificate) which is
a Qualified
Institutional Buyer as defined under Rule 144A promulgated under
the Securities
Act, substantially in the form set forth as Exhibit F-3 hereto.
S&P: Standard and Poor's, a division of The McGraw-Hill
Companies, Inc., or
its successor in interest.
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).
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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.
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.
Seller: Merrill Lynch Mortgage Lending, Inc., a Delaware
corporation, or
any successor in interest.
Senior Certificates: The Class 1-A1 Certificates, Class 1-A2
Certificates,
Class 2-A1 Certificates, Class 2-A2 Certificates, Class 2-A3
Certificates, Class
2-A4 Certificates, Class 2-A5 Certificates, Class 2-A6
Certificates, Class 2-A7
Certificates, Class 2-A8 Certificates, Class 2-A9 Certificates,
Class 2-A10
Certificates Class IO-1 Certificates, Class IO-2 Certificates,
Class A-R and
Class PO Certificates.
Servicer: With respect to each Mortgage Loan, CitiMortgage,
IndyMac, PHH,
Wachovia 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.
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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,
IndyMac
Servicing Agreement, PHH Servicing Agreement, Wilshire Servicing
Agreement and
Wachovia 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 Due Date in the preceding calendar month 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.
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 Rights Owner: With respect to the Wilshire Loans, MLML,
or its
transferee or assignee, in its capacity as owner of the servicing
rights.
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.
Startup Day: The Closing Date.
Stated Principal Balance: With respect to any Mortgage Loan and Due
Date,
the unpaid principal balance of such Mortgage Loan as of such Due
Date, as
specified in the amortization schedule at the time relating thereto
(before any
adjustment to such amortization schedule by reason of bankruptcy or
similar
proceeding or 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 to any
reduction of the
principal balance of such Mortgage Loan by a bankruptcy court, and
irrespective
of any delinquency in payment by the related Mortgagor.
Subgroup: Any of Subgroup 1, Subgroup 2, Subgroup 3 or Subgroup 4,
as the
case may be.
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<PAGE>
Subgroup 1: As of the Cut-off Date, consists of (a) the Non-PO
Percentage
of the Principal Balance of each Mortgage Loan with a Net Mortgage
Rate less
than or equal to 5.50% per annum and (b) the portion of the
Principal Balance of
each Mortgage Loan with a Net Mortgage Rate greater than 5.50% per
annum and
less than or equal to 6.00% per annum allocated as follows:
Net Mortgage Rate - 5.50%
Principal Balance x (1- --------------------------- )
0.50%
Subgroup 1 Certificates: The Class 1-A1 and A-R Certificates.
Subgroup 1 Deficiency Amount: As defined in Section
6.01(b)(iii).
Subgroup 1 Percentage: As of any Distribution Date, the percentage
obtained
by dividing the Subgroup 1 Principal Balance by the outstanding
principal
balance of the Mortgage Components in Subgroup 1, but not more than
100%.
Subgroup 1 Prepayment Percentage: As of any Distribution Date up to
and
including the Distribution Date in March 2012, 100%; as of any
Distribution Date
in the first year thereafter, the Subgroup 1 Percentage plus 70% of
the Subgroup
1 Subordinated Percentage for such Distribution Date; as of any
Distribution
Date in the second year thereafter, the Subgroup 1 Percentage plus
60% of the
Subgroup 1 Subordinated Percentage for such Distribution Date; as
of any
Distribution Date in the third year thereafter, the Subgroup 1
Percentage plus
40% of the Subgroup 1 Subordinated Percentage for such Distribution
Date; as of
any Distribution Date in the fourth year thereafter, the Subgroup 1
Percentage
plus 20% of the Subgroup 1 Subordinated Percentage for such
Distribution Date;
and as of any Distribution Date after the fourth year thereafter,
the Subgroup 1
Percentage; provided that, if the Subgroup 1 Percentage as of any
such
Distribution Date is greater than the Subgroup 1 Percentage on the
first
Distribution Date or any other applicable Subgroup Percentage as of
any such
Distribution Date is greater than the applicable Subgroup
Percentage on the
first Distribution Date, the Subgroup 1 Prepayment Percentage shall
be 100%; and
provided further, however, that whenever the Subgroup 1 Percentage
equals 0%,
the Subgroup 1 Prepayment Percentage shall equal 0%; and provided
further that
no reduction of the Subgroup 1 Prepayment Percentage below the
level in effect
for the most recent period shall occur with respect to any
Distribution Date
unless, as of the last day of the month preceding such Distribution
Date, (i)
the aggregate outstanding Principal Balance of Mortgage Components
with respect
to each of Subgroup 1, Subgroup 2, Subgroup 3, and Subgroup 4, each
taken
individually, delinquent 60 days or more (including for this
purpose any
Mortgage Loans in foreclosure and Mortgage Loans with respect to
which the
related Mortgaged Property has been acquired by the Trust Fund)
does not exceed
50% of the Subordinated Percentage of the Principal Balance of the
Mortgage
Components with respect to the related Subgroup as of such date and
(ii)
cumulative Realized Losses with respect to all such four Subgroups,
each taken
individually, do not exceed (a) 30% of the related Original
Subordinated
Principal Balance if such Distribution Date occurs in the year
beginning with
and including the fifth anniversary of the first Distribution Date,
(b) 35% of
the related Original Subordinated Principal Balance if such
Distribution Date
occurs in the year beginning with and including the
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<PAGE>
sixth anniversary of the first Distribution Date, (c) 40% of the
related
Original Subordinated Principal Balance if such Distribution Date
occurs in the
year beginning with and including the seventh anniversary of the
first
Distribution Date, (d) 45% of the related Original Subordinated
Principal
Balance if such Distribution Date occurs in the year beginning with
and
including the eighth anniversary of the first Distribution Date,
and (e) 50% of
the related Original Subordinated Principal Balance if such
Distribution Date
occurs in the year beginning with and including the ninth
anniversary of the
first Distribution Date and thereafter.
Subgroup 1 Principal Balance: As of any Distribution Date, (a) the
Subgroup
1 Principal Balance for the immediately preceding Distribution Date
less (b)
amounts distributed to the Subgroup 1 Certificateholders on such
preceding
Distribution Date allocable to principal (including the principal
portion of
Monthly Advances of the Servicer made pursuant to Section 6.05(d)
and Realized
Losses allocated to the Subgroup 1 Certificates pursuant to Section
6.02) and
any losses allocated to the Subgroup 1 Certificateholders; as
adjusted to
reflect any adjustments to the Outstanding Certificate Principal
Balance of the
Subgroup 1 Certificates as a result of Subsequent Recoveries;
provided that the
Subgroup 1 Principal Balance on the first Distribution Date will be
the Original
Subgroup 1 Principal Balance.
Subgroup 1 Remittance Rate: For any Distribution Date, a per annum
rate
equal to 5.50%.
Subgroup 1 Subordinated Amount: For any Distribution Date, the
excess of
the aggregate Non-PO Percentage of the Stated Principal Balance of
the Mortgage
Components in Subgroup 1 over the aggregate Outstanding Certificate
Principal
Balance of the Subgroup 1 Certificates (prior to giving effect to
distributions
to be made on such Distribution Date and allocation of losses on
such
Distribution Date).
Subgroup 1 Subordinated Percentage: As of any Distribution Date,
the
difference between 100% and the Subgroup 1 Percentage.
Subgroup 1 Subordinated Prepayment Percentage: As of any
Distribution Date,
the difference between 100% and the Subgroup 1 Prepayment
Percentage.
Subgroup 2: As of the Cut-off Date, consists of (a) the Non-PO
Percentage
of the Principal Balance of each Mortgage Loan with a Net Mortgage
Rate less
than or equal to 5.50% per annum and (b) the portion of the
Principal Balance of
each Mortgage Loan with a Net Mortgage Rate greater than 5.50% per
annum and
less than or equal to 6.00% per annum allocated as follows:
Net Mortgage Rate - 5.50%
Principal Balance x (
------------------------- )
0.50%
Subgroup 2 Certificates: The Class 1-A2 Certificates.
Subgroup 2 Deficiency Amount: As defined in Section
6.01(b)(iv).
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<PAGE>
Subgroup 2 Percentage: As of any Distribution Date, the percentage
obtained
by dividing the Subgroup 2 Principal Balance by the outstanding
principal
balance of the Mortgage Components in Subgroup 2, but not more than
100%.
Subgroup 2 Prepayment Percentage: As of any Distribution Date up to
and
including the Distribution Date in March 2012, 100%; as of any
Distribution Date
in the first year thereafter, the Subgroup 2 Percentage plus 70% of
the Subgroup
2 Subordinated Percentage for such Distribution Date; as of any
Distribution
Date in the second year thereafter, the Subgroup 2 Percentage plus
60% of the
Subgroup 2 Subordinated Percentage for such Distribution Date; as
of any
Distribution Date in the third year thereafter, the Subgroup 2
Percentage plus
40% of the Subgroup 2 Subordinated Percentage for such Distribution
Date; as of
any Distribution Date in the fourth year thereafter, the Subgroup 2
Percentage
plus 20% of the Subgroup 2 Subordinated Percentage for such
Distribution Date;
and as of any Distribution Date after the fourth year thereafter,
the Subgroup 2
Percentage; provided that, if the Subgroup 2 Percentage as of any
such
Distribution Date is greater than the Subgroup 2 Percentage on the
first
Distribution Date or any other applicable Subgroup Percentage as of
any such
Distribution Date is greater than the applicable Subgroup
Percentage on the
first Distribution Date, the Subgroup 2 Prepayment Percentage shall
be 100%; and
provided further, however, that whenever the Subgroup 2 Percentage
equals 0%,
the Subgroup 2 Prepayment Percentage shall equal 0%; and provided
further that
no reduction of the Subgroup 2 Prepayment Percentage below the
level in effect
for the most recent period shall occur with respect to any
Distribution Date
unless, as of the last day of the month preceding such Distribution
Date, (i)
the aggregate outstanding Principal Balance of Mortgage Components
with respect
to each of Subgroup 2, Subgroup 2, Subgroup 3, and Subgroup 4, each
taken
individually, delinquent 60 days or more (including for this
purpose any
Mortgage Loans in foreclosure and Mortgage Loans with respect to
which the
related Mortgaged Property has been acquired by the Trust Fund)
does not exceed
50% of the Subordinated Percentage of the Principal Balance of the
Mortgage
Components with respect to the related Subgroup as of such date and
(ii)
cumulative Realized Losses with respect to all such four Subgroups,
each taken
individually, do not exceed (a) 30% of the related Original
Subordinated
Principal Balance if such Distribution Date occurs in the year
beginning with
and including the fifth anniversary of the first Distribution Date,
(b) 35% of
the related Original Subordinated Principal Balance if such
Distribution Date
occurs in the year beginning with and including the sixth
anniversary of the
first Distribution Date, (c) 40% of the related Original
Subordinated Principal
Balance if such Distribution Date occurs in the year beginning with
and
including the seventh anniversary of the first Distribution Date,
(d) 45% of the
related Original Subordinated Principal Balance if such
Distribution Date occurs
in the year beginning with and including the eighth anniversary of
the first
Distribution Date, and (e) 50% of the related Original Subordinated
Principal
Balance if such Distribution Date occurs in the year beginning with
and
including the ninth anniversary of the first Distribution Date and
thereafter.
Subgroup 2 Principal Balance: As of any Distribution Date, (a) the
Subgroup
2 Principal Balance for the immediately preceding Distribution Date
less (b)
amounts distributed to the Subgroup 2 Certificateholders on such
preceding
Distribution Date allocable to principal (including the principal
portion of
Monthly Advances of the Servicer made pursuant to Section 6.05(d)
and Realized
Losses allocated to the Subgroup 2 Certificates pursuant to Section
6.02) and
any losses allocated to the Subgroup 2 Certificateholders; as
adjusted to
reflect any adjustments to the Outstanding Certificate Principal
Balance of the
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<PAGE>
Subgroup 2 Certificates as a result of Subsequent Recoveries;
provided that the
Subgroup 2 Principal Balance on the first Distribution Date will be
the Original
Subgroup 2 Principal Balance.
Subgroup 2 Remittance Rate: For any Distribution Date, a per annum
rate
equal to 6.00%.
Subgroup 2 Subordinated Amount: For any Distribution Date, the
excess of
the aggregate Non-PO Percentage of the Stated Principal Balance of
the Mortgage
Components in Subgroup 2 over the aggregate Outstanding Certificate
Principal
Balance of the Subgroup 2 Certificates (prior to giving effect to
distributions
to be made on such Distribution Date and allocation of losses on
such
Distribution Date).
Subgroup 2 Subordinated Percentage: As of any Distribution Date,
the
difference between 100% and the Subgroup 2 Percentage.
Subgroup 2 Subordinated Prepayment Percentage: As of any
Distribution Date,
the difference between 100% and the Subgroup 2 Prepayment
Percentage.
Subgroup 3: As of the Cut-off Date, consists of (a) the Non-PO
Percentage
of the Principal Balance of each Mortgage Loan with a Net Mortgage
Rate less
than or equal to 6.00% per annum and (b) the portion of the
Principal Balance of
each Mortgage Loan with a Net Mortgage Rate greater than 6.00% per
annum and
less than or equal to 6.25% per annum allocated as follows:
Net Mortgage Rate - 6.00%
Principal Balance x (1- --------------------------- )
0.25%
Subgroup 3 Certificates: The Class 2-A1, Class 2-A2, Class 2-A3 and
Class
2-A10 Certificates.
Subgroup 3 Deficiency Amount: As defined in Section 6.01(b)(v).
Subgroup 3 Percentage: As of any Distribution Date, the percentage
obtained
by dividing the Subgroup 3 Principal Balance by the outstanding
principal
balance of the Mortgage Components in Subgroup 3, but not more than
100%.
Subgroup 3 Prepayment Percentage: As of any Distribution Date up to
and
including the Distribution Date in March 2012, 100%; as of any
Distribution Date
in the first year thereafter, the Subgroup 3 Percentage plus 70% of
the Subgroup
3 Subordinated Percentage for such Distribution Date; as of any
Distribution
Date in the second year thereafter, the Subgroup 3 Percentage plus
60% of the
Subgroup 3 Subordinated Percentage for such Distribution Date; as
of any
Distribution Date in the third year thereafter, the Subgroup 3
Percentage plus
40% of the Subgroup 3 Subordinated Percentage for such Distribution
Date; as of
any Distribution Date in the fourth year thereafter, the Subgroup 3
Percentage
plus 20% of the Subgroup 3 Subordinated Percentage for such
Distribution Date;
and as of any Distribution Date after the fourth year
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<PAGE>
thereafter, the Subgroup 3 Percentage; provided that, if the
Subgroup 3
Percentage as of any such Distribution Date is greater than the
Subgroup 3
Percentage on the first Distribution Date or any other applicable
Subgroup
Percentage as of any such Distribution Date is greater than the
applicable
Subgroup Percentage on the first Distribution Date, the Subgroup 3
Prepayment
Percentage shall be 100%; and provided further, however, that
whenever the
Subgroup 3 Percentage equals 0%, the Subgroup 3 Prepayment
Percentage shall
equal 0%; and provided further that no reduction of the Subgroup 3
Prepayment
Percentage below the level in effect for the most recent period
shall occur with
respect to any Distribution Date unless, as of the last day of the
month
preceding such Distribution Date, (i) the aggregate outstanding
Principal
Balance of Mortgage Components with respect to each of Subgroup 3,
Subgroup 3,
Subgroup 3, and Subgroup 4, each taken individually, delinquent 60
days or more
(including for this purpose any Mortgage Loans in foreclosure and
Mortgage Loans
with respect to which the related Mortgaged Property has been
acquired by the
Trust Fund) does not exceed 50% of the Subordinated Percentage of
the Principal
Balance of the Mortgage Components with respect to the related
Subgroup as of
such date and (ii) cumulative Realized Losses with respect to all
such four
Subgroups, each taken individually, do not exceed (a) 30% of the
related
Original Subordinated Principal Balance if such Distribution Date
occurs in the
year beginning with and including the fifth anniversary of the
first
Distribution Date, (b) 35% of the related Original Subordinated
Principal
Balance if such Distribution Date occurs in the year beginning with
and
including the sixth anniversary of the first Distribution Date, (c)
40% of the
related Original Subordinated Principal Balance if such
Distribution Date occurs
in the year beginning with and including the seventh anniversary of
the first
Distribution Date, (d) 45% of the related Original Subordinated
Principal
Balance if such Distribution Date occurs in the year beginning with
and
including the eighth anniversary of the first Distribution Date,
and (e) 50% of
the related Original Subordinated Principal Balance if such
Distribution Date
occurs in the year beginning with and including the ninth
anniversary of the
first Distribution Date and thereafter.
Subgroup 3 Principal Balance: As of any Distribution Date, (a) the
Subgroup
3 Principal Balance for the immediately preceding Distribution Date
less (b)
amounts distributed to the Subgroup 3 Certificateholders on such
preceding
Distribution Date allocable to principal (including the principal
portion of
Monthly Advances of the Servicer made pursuant to Section 6.05(d)
and Realized
Losses allocated to the Subgroup 3 Certificates pursuant to Section
6.02) and
any losses allocated to the Subgroup 3 Certificateholders; as
adjusted to
reflect any adjustments to the Outstanding Certificate Principal
Balance of the
Subgroup 3 Certificates as a result of Subsequent Recoveries;
provided that the
Subgroup 3 Principal Balance on the first Distribution Date will be
the Original
Subgroup 3 Principal Balance.
Subgroup 3 Remittance Rate: For any Distribution Date, a per annum
rate
equal to 6.00%.
Subgroup 3 Subordinated Amount: For any Distribution Date, the
excess of
the aggregate Non-PO Percentage of the Stated Principal Balance of
the Mortgage
Components in Subgroup 3 over the aggregate Outstanding Certificate
Principal
Balance of the Subgroup 3 Certificates (prior to giving effect to
distributions
to be made on such Distribution Date and allocation of losses on
such
Distribution Date).
Subgroup 3 Subordinated Percentage: As of any Distribution Date,
the
difference between 100% and the Subgroup 3 Percentage.
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<PAGE>
Subgroup 3 Subordinated Prepayment Percentage: As of any
Distribution Date,
the difference between 100% and the Subgroup 3 Prepayment
Percentage.
Subgroup 4: As of the Cut-off Date, consists of (a) the Non-PO
Percentage
of the Principal Balance of each Mortgage Loan with a Net Mortgage
Rate less
than or equal to 6.00% per annum and (b) the portion of the
Principal Balance of
each Mortgage Loan with a Net Mortgage Rate greater than 6.00% per
annum and
less than or equal to 6.25% per annum allocated as follows:
Net Mortgage Rate - 6.00%
Principal Balance x ( --------------------------- )
0.25%
Subgroup 4 Certificates: The Class 2-A4, Class 2-A6, Class 2-A7,
Class 2-A8
and Class 2-A9 Certificates.
Subgroup 4 Deficiency Amount: As defined in Section
6.01(b)(vi).
Subgroup 4 Percentage: As of any Distribution Date, the percentage
obtained
by dividing the Subgroup 4 Principal Balance by the outstanding
principal
balance of the Mortgage Components in Subgroup 4, but not more than
100%.
Subgroup 4 Prepayment Percentage: As of any Distribution Date up to
and
including the Distribution Date in March 2012, 100%; as of any
Distribution Date
in the first year thereafter, the Subgroup 4 Percentage plus 70% of
the Subgroup
4 Subordinated Percentage for such Distribution Date; as of any
Distribution
Date in the second year thereafter, the Subgroup 4 Percentage plus
60% of the
Subgroup 4 Subordinated Percentage for such Distribution Date; as
of any
Distribution Date in the third year thereafter, the Subgroup 4
Percentage plus
40% of the Subgroup 4 Subordinated Percentage for such Distribution
Date; as of
any Distribution Date in the fourth year thereafter, the Subgroup 4
Percentage
plus 20% of the Subgroup 4 Subordinated Percentage for such
Distribution Date;
and as of any Distribution Date after the fourth year thereafter,
the Subgroup 4
Percentage; provided that, if the Subgroup 4 Percentage as of any
such
Distribution Date is greater than the Subgroup 4 Percentage on the
first
Distribution Date or any other applicable Subgroup Percentage as of
any such
Distribution Date is greater than the applicable Subgroup
Percentage on the
first Distribution Date, the Subgroup 4 Prepayment Percentage shall
be 100%; and
provided further, however, that whenever the Subgroup 4 Percentage
equals 0%,
the Subgroup 4 Prepayment Percentage shall equal 0%; and provided
further that
no reduction of the Subgroup 4 Prepayment Percentage below the
level in effect
for the most recent period shall occur with respect to any
Distribution Date
unless, as of the last day of the month preceding such Distribution
Date, (i)
the aggregate outstanding Principal Balance of Mortgage Components
with respect
to each of Subgroup 4, Subgroup 4, Subgroup 4, and Subgroup 4, each
taken
individually, delinquent 60 days or more (including for this
purpose any
Mortgage Loans in foreclosure and Mortgage Loans with respect to
which the
related Mortgaged Property has been acquired by the Trust Fund)
does not exceed
50% of the Subordinated Percentage of the Principal Balance of the
Mortgage
Components with respect to the related Subgroup as of such date and
(ii)
cumulative Realized Losses with respect to all such four
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<PAGE>
Subgroups, each taken individually, do not exceed (a) 30% of the
related
Original Subordinated Principal Balance if such Distribution Date
occurs in the
year beginning with and including the fifth anniversary of the
first
Distribution Date, (b) 35% of the related Original Subordinated
Principal
Balance if such Distribution Date occurs in the year beginning with
and
including the sixth anniversary of the first Distribution Date, (c)
40% of the
related Original Subordinated Principal Balance if such
Distribution Date occurs
in the year beginning with and including the seventh anniversary of
the first
Distribution Date, (d) 45% of the related Original Subordinated
Principal
Balance if such Distribution Date occurs in the year beginning with
and
including the eighth anniversary of the first Distribution Date,
and (e) 50% of
the related Original Subordinated Principal Balance if such
Distribution Date
occurs in the year beginning with and including the ninth
anniversary of the
first Distribution Date and thereafter.
Subgroup 4 Principal Balance: As of any Distribution Date, (a)
the
Subgroup 4 Principal Balance for the immediately preceding
Distribution Date
less (b) amounts distributed to the Subgroup 4 Certificateholders
on such
preceding Distribution Date allocable to principal (including the
principal
portion of Monthly Advances of the Servicer made pursuant to
Section 6.05(d) and
Realized Losses allocated to the Subgroup 4 Certificates pursuant
to
Section 6.02) and any losses allocated to the Subgroup 4
Certificateholders; as
adjusted to reflect any adjustments to the Outstanding Certificate
Principal
Balance of the Subgroup 4 Certificates as a result of Subsequent
Recoveries;
provided that the Subgroup 4 Principal Balance on the first
Distribution Date
will be the Original Subgroup 4 Principal Balance.
Subgroup 4 Remittance Rate: For any Distribution Date, a per annum
rate
equal to 6.25%.
Subgroup 4 Subordinated Amount: For any Distribution Date, the
excess of
the aggregate Non-PO Percentage of the Stated Principal Balance of
the Mortgage
Components in Subgroup 4 over the aggregate Outstanding Certificate
Principal
Balance of the Subgroup 4 Certificates (prior to giving effect to
distributions
to be made on such Distribution Date and allocation of losses on
such
Distribution Date).
Subgroup 4 Subordinated Percentage: As of any Distribution Date,
the
difference between 100% and the Subgroup 4 Percentage.
Subgroup 4 Subordinated Prepayment Percentage: As of any
Distribution Date,
the difference between 100% and the Subgroup 4 Prepayment
Percentage.
Subgroup Remittance Rate:
Any of the Subgroup 1 Remittance Rate, Subgroup 2
Remittance Rate, Subgroup 3 Remittance Rate or Subgroup 4
Remittance Rate.
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 Certificates: The Class M-1, Class M-2, Class M-3,
Class B-1,
Class B-2 and Class B-3 Certificates.
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<PAGE>
Subordinated Optimal Principal Amount: Generally as of any
Distribution
Date, an amount, not in excess of the aggregate outstanding
principal balance of
the Subordinate Certificates, equal to (1) the sum of (a) an amount
equal to the
applicable Subordinated Percentage of the applicable Non-PO
Percentage of the
principal portion of all Scheduled Payments whether or not
received, which were
due on the related Due Date on outstanding Mortgage Components in
the related
Subgroup as of such Due Date; (b) an amount equal to the applicable
Subordinated
Prepayment Percentage of the applicable Non-PO Percentage of all
principal
prepayments received during the related Principal Prepayment
Period; (c) with
respect to each Mortgage Component not described in (d) below, an
amount equal
to the applicable Subordinated Percentage of the applicable Non-PO
Percentage of
the sum of the principal portion of all insurance proceeds,
condemnation awards
and any other cash proceeds from a source other than the Mortgagor,
to the
extent required to be deposited in the Master Servicer Collection
Account, which
were received during the related Principal Prepayment Period, net
of related
unreimbursed Servicing Advances and net of any portion thereof
which, as to any
Mortgage Component, constitutes a late collection with respect to
which a
Monthly Advance has previously been made; (d) with respect to each
Mortgage
Component of a Mortgage Loan which has become a Liquidated Mortgage
Loan during
the related Principal Prepayment Period, an amount equal to the
portion (if any)
of the net liquidation proceeds with respect to such Liquidated
Mortgage Loan
(net of any unreimbursed Monthly Advances) that was not included in
the Class PO
Certificate Distribution Amount or the Non-PO Senior Optimal
Principal Amount
with respect to such Distribution Date; (e) Subsequent Recoveries;
and (f) with
respect to each Mortgage Component of a Mortgage Loan repurchased
during the
related Principal Prepayment Period, an amount equal to the
applicable
Subordinated Prepayment Percentage of the applicable Non-PO
Percentage of the
principal portion of the purchase price thereof (net of amounts
with respect to
which a distribution has previously been made to the
Subordinate
Certificateholders), minus (2) the Class PO Shortfall Amount with
respect to
such Distribution Date.
Subordinated Percentage: The Subgroup 1 Subordinated Percentage,
Subgroup 2
Subordinated Percentage, Subgroup 3 Subordinated Percentage or
Subgroup 4
Subordinated Percentage, as the case may be.
Subordinated Prepayment Percentage: The Subgroup 1 Subordinated
Prepayment
Percentage, Subgroup 2 Subordinated Prepayment Percentage, Subgroup
3
Subordinated Prepayment Percentage or Subgroup 1 Subordinated
Prepayment
Percentage, as the case may be.
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
Mortgage Loan Purchase Agreement or
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<PAGE>
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; and (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.
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).
Trustee: HSBC Bank USA, National Association, or its successor in
interest,
or any successor trustee appointed as herein provided.
Trust Fund: The corpus of the Issuing Entity created pursuant to
Article II
of this Agreement.
Undercollateralized Subgroup: As defined in Section
6.01(b)(x)(B).
Underlying Seller: With respect to each Mortgage Loan, IndyMac,
Ameriquest
Mortgage Company, Quicken Loans, Inc., The New York Mortgage
Corporation and
Weichert, as indicated on the Mortgage Loan Schedule.
Underwriter: Merrill Lynch, Pierce, Fenner & Smith
Incorporated.
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 A-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
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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 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.
Upper Tier REMIC: As described in the Preliminary Statement.
Upper Tier REMIC Regular Interest: Each class of Certificates
(other than
the Class A-R and Class P Certificates).
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. 100.00% of all Voting Rights will be allocated among
all holders of
the Certificates in proportion to their then outstanding Class
Certificate
Balances; 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.
Wachovia: Wachovia Mortgage Corporation.
Wachovia Assignment Agreement: The Assignment, Assumption and
Recognition
Agreement, dated as of March 1, 2007, among Wachovia, the Depositor
and the
Seller pursuant to which the Wachovia Servicing Agreement and the
rights of the
Seller thereunder (other than the rights to enforce the
representations and
warranties with respect to the Wachovia Loans) were assigned to the
Depositor
for the benefit of the Certificateholders.
Wachovia Loans: The Mortgage Loans serviced by Wachovia pursuant to
the
Wachovia Servicing Agreement.
Wachovia Servicing Agreement: The Seller's Purchase, Warranties
and
Servicing Agreement, dated as of December 1, 2006, between
Wachovia, as seller,
and MLML, as purchaser, as at any time in effect.
Wells Fargo: Wells Fargo Bank, N.A., or any successor thereto.
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
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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.
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 and (viii) 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:
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(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-F1, 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;
(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-F1."
(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:
(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-F1, 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 duly executed assignment of Security Agreement
to
the
Trustee;
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(iii) 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;
(iv) 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;
(v) the stock certificate representing the Cooperative Assets
allocated to the cooperative unit, with a stock power in blank
attached;
(vi) the original collateral assignment of the proprietary lease
by
Mortgagor to the originator;
(vii) a copy of the recognition agreement;
(viii) 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
(ix) 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
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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)(x) 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.
(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, 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
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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 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 Seller. In accordance with the Mortgage Loan
Purchase
Agreement, the Seller 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 Seller 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
Seller'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 Seller 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 Seller shall not be required to
purchase such
Mortgage Loan if the Seller 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
Seller 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
Seller 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
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recording, and delivery to the Trustee or the Custodian, as its
agent, shall be
effected by the Seller 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) 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 Seller. In accordance with the Mortgage
Loan Purchase
Agreement, the Seller shall correct or cure any such defect within
90 days from
the date of notice from the Trustee of the defect and if the Seller
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 Seller'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
Seller 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
Seller shall not be required to purchase such Mortgage Loan, if the
Seller
delivers such original documents or certified copy promptly upon
receipt, but in
no event later than 360 days after the Closing Date.
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(c)
In the event that a Mortgage Loan is purchased by the Seller in
accordance with Subsections 2.02(a) or (b) above, the Seller shall
remit to the
Master Servicer the Purchase Price for deposit in the Master
Servicer Collection
Account and the Seller 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 Seller the related Mortgage File and the Trustee shall execute
and deliver
all instruments of transfer or assignment, without recourse,
furnished to it by
the Seller as are necessary to vest in the Seller 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 Seller to
repurchase any
Mortgage Loan as to which such a defect in a constituent document
exists shall
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 Seller 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 Seller 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 Seller's
knowledge, if
it is discovered by any of the Depositor, the Seller, 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 Seller'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
Seller,
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
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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 Seller 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
Seller to the extent not required by law to be paid to the
borrower.) Any such
purchase by the Seller 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 Seller the related Mortgage File
and the
Trustee shall execute and deliver all instruments of transfer or
assignment
furnished to it by the Seller, without recourse, as are necessary
to vest in the
Seller title to and rights under the Mortgage Loan or any property
acquired with
respect 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 Seller
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 Seller may, no later than the date by which such
purchase by the
Seller would otherwise be required, tender to the Trustee a
Substitute Mortgage
Loan accompanied by a certificate of an authorized officer of the
Seller 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 this Section 2.04, 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 Seller, in writing, within five
Business Days after
receipt, whether or not the documents relating to the Substitute
Mortgage Loan
satisfy the requirements of the third sentence of Subsection
2.02(a). Within two
Business Days after such notification, the Seller 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
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date, which amount shall be treated for the purposes of this
Agreement as if it
were the payment by the Seller of the Purchase Price for the
purchase of a
Mortgage Loan by the Seller. After such notification to the Seller
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 Seller.
The Scheduled Principal on a Substitute Mortgage Loan due on the
Due Date in the
month of substitution shall be the property of the Seller 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 Seller the
related Mortgage File related to any Mortgage Loan released
pursuant to the
Mortgage Loan Purchase Agreement or Section 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 Seller title to and rights under any Mortgage Loan released
pursuant to
the Mortgage Loan Purchase Agreement or this Section 2.04, as
applicable. The
Seller 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 Seller 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.
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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;
(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
Agreement and the consummation of the transactions contemplated
hereby do
not
require the consent or approval of, the giving of notice to,
the
registration with, or the taking of any other action in respect of,
any
state, federal or other governmental authority or agency, except
those
consents, approvals, notices, registrations or other actions as
have
already been obtained, given or made;
(v) this Agreement has been duly executed and delivered by the
Depositor and, assuming due authorization, execution and delivery
by the
other parties hereto, constitutes a valid and binding obligation of
the
Depositor enforceable against it in
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accordance with its terms (subject to applicable bankruptcy and
insolvency
laws
and other similar laws affecting the enforcement of the rights
of
creditors generally);
(vi) there are no actions, suits or proceedings pending or, to
the
knowledge of the Depositor, threatened against the Depositor,
before or by
any
court, administrative agency, arbitrator or governmental body (i)
with
respect to any of the transactions contemplated by this Agreement
or (ii)
with
respect to any other matter which in the judgment of the
Depositor
will
be determined adversely to the Depositor and will if determined
adversely to the Depositor materially and adversely affect the
Depositor's
ability to enter into this Agreement or perform its obligations
under this
Agreement; and the Depositor is not in default with respect to any
order of
any
court, administrative agency, arbitrator or governmental body so as
to
materially and adversely affect the transactions contemplated by
this
Agreement; and
(vii) immediately prior to the transfer and assignment to the
Trustee,
each
Mortgage Note and each Mortgage were not subject to an assignment
or
pledge, and the Depositor had good and marketable title to and was
the sole
owner thereof and had full right to transfer and sell such Mortgage
Loan to
the
Trustee free and clear of any encumbrance, equity, lien,
pledge,
charge, claim or security interest.
Section 2.07 Representations and Warranties Concerning the Master
Servicer
and Securities Administrator. Wells Fargo Bank, N.A., in its
capacity as Master
Servicer and Securities Administrator hereby represents and
warrants to the
Seller, the Depositor and the Trustee as follows, as of the Closing
Date:
(i) It is a national banking association duly formed, validly
existing
and
in good standing under the laws of the United States of America and
is
duly
authorized and qualified to transact any and all business
contemplated
by
this Agreement to be conducted by the Master Servicer and the
Securities
Administrator, to the extent necessary to ensure its ability to
master
service the Mortgage Loans in accordance with the terms of this
Agreement
and
to perform any of its other obligations under this Agreement in
accordance with the terms hereof;
(ii) It has the full corporate power and authority to execute,
deliver
and
perform, and to enter into and consummate the transactions
contemplated
by
this Agreement and has duly authorized by all necessary corporate
action
on
its part the execution, delivery and performance of this Agreement;
and
this
Agreement, assuming the due authorization, execution and
delivery
hereof by the other parties hereto, constitutes its legal, valid
and
binding obligation, enforceable against it in accordance with its
terms,
except that (a) the enforceability hereof may be limited by
bankruptcy,
insolvency, moratorium, receivership and other similar laws
relating to
creditors' rights generally and (b) the remedy of specific
performance and
injunctive and other forms of equitable relief may be subject to
equitable
defenses and to the discretion of the court before which any
proceeding
therefor may be brought.
(iii) The execution and delivery of this Agreement by it, the
consummation of any other of the transactions contemplated by
this
Agreement, and the fulfillment of or
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compliance with the terms hereof are in its ordinary course of
business and
will
not (A) result in a material breach of any term or provision of
its
charter or by-laws or (B) materially conflict with, result in a
material
breach, violation or
acceleration of, or result in a material default
under, the terms of any other material agreement or instrument to
which it
is a
party or by which it may be bound, or (C) constitute a material
violation of any statute, order or regulation applicable to it of
any
court, regulatory body, administrative agency or governmental body
having
jurisdiction over it; and it is not in breach or violation of any
material
indenture or other material agreement or instrument, or in
violation of any
statute, order or regulation of any court, regulatory body,
administrative
agency or governmental body having jurisdiction over it which
breach or
violation may materially impair its ability to perform or meet any
of its
obligations under this Agreement.
(iv) No litigation is pending or, to the best of its knowledge,
threatened, against it that would materially and adversely affect
the
execution, delivery or enforceability of this Agreement or its
ability to
perform any of its other obligations under this Agreement in
accordance
with
the terms hereof.
(v) No consent, approval, authorization or order of any court
or
governmental agency or body is required for its execution, delivery
and
performance of, or compliance with, this Agreement or the
consummation of
the
transactions contemplated hereby, or if any such consent,
approval,
authorization or order is required, it has obtained the same.
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01 Master Servicer. The Master Servicer shall supervise,
monitor
and oversee the obligation of the Servicers to service and
administer their
respective Mortgage Loans in accordance with the terms of the
applicable
Servicing Agreement and shall have full power and authority to do
any and all
things which it may deem necessary or desirable in connection with
such master
servicing and administration. In performing its obligations
hereunder, the
Master Servicer shall act in a manner consistent with Accepted
Master Servicing
Practices. Furthermore, the Master Servicer shall oversee and
consult with each
Servicer as necessary from time-to-time to carry out the Master
Servicer's
obligations hereunder, shall receive, review and evaluate all
reports,
information and other data provided to the Master Servicer by each
Servicer and
shall cause each Servicer to perform and observe the covenants,
obligations and
conditions to be performed or observed by such Servicer under the
applicable
Servicing Agreement. The Master Servicer shall independently and
separately
monitor each Servicer's servicing activities with respect to each
related
Mortgage Loan, reconcile the results of such monitoring with such
information
provided in the previous sentence on a monthly basis and coordinate
corrective
adjustments to the Servicers' and Master Servicer's records, and
based on such
reconciled and corrected information, the Master Servicer shall
provide such
information to the Securities Administrator as shall be necessary
in order for
it to prepare the statements specified in Section 6.04, and prepare
any other
information and statements required to be forwarded by the Master
Servicer
hereunder. The Master Servicer shall reconcile the results of its
monitoring
with the
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actual remittances of the Servicers to the Master Servicer
Collection Account
pursuant to the applicable Servicing Agreements.
If
the Master Servicer and the Securities Administrator are the
same
entity, then at any time the Master Servicer is terminated as
Master Servicer,
the Securities Administrator shall likewise be removed as
securities
administrator.
The
Trustee shall furnish the Servicers and the Master Servicer with
any
limited powers of attorney and other documents in form acceptable
to it
necessary or appropriate to enable the Servicers and the Master
Servicer to
service and administer the related Mortgage Loans and REO Property.
The Trustee
shall have no liability with respect to the use of any such limited
power of
attorney.
The
Trustee or the Custodian shall provide access to the records
and
documentation in possession of the Trustee or the Custodian
regarding the
related Mortgage Loans and REO Property and the servicing thereof
to the
Certificateholders, the FDIC, and the supervisory agents and
examiners of the
FDIC, such access being afforded only upon reasonable prior written
request and
during normal business hours at the office of the Trustee or the
Custodian;
provided, however, that, unless otherwise required by law, the
Trustee or the
Custodian shall not be required to provide access to such records
and
documentation if the provision thereof would violate the legal
right to privacy
of any Mortgagor. The Trustee or the Custodian shall allow
representatives of
the above entities to photocopy any of the records and
documentation and shall
provide equipment for that purpose at a charge that covers the
Trustee's or the
Custodian's actual costs.
The
Trustee shall execute and deliver to the related Servicer and
the
Master Servicer upon request any court pleadings, requests for
trustee's sale or
other documents necessary or desirable to (i) the foreclosure or
trustee's sale
with respect to a Mortgaged Property; (ii) any legal action brought
to obtain
judgment against any Mortgagor on the Mortgage Note or Security
Instrument;
(iii) obtain a deficiency judgment against the Mortgagor; or (iv)
enforce any
other rights or remedies provided by the Mortgage Note or Security
Instrument or
otherwise available at law or equity.
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Section 3.02 REMIC-Related Covenants. For as long as each REMIC
shall
exist, the Trustee and the Securities Administrator shall act in
accordance
herewith to assure continuing treatment of such REMIC as a REMIC,
and the
Trustee and the Securities Administrator shall comply with any
directions of the
Depositor, the related Servicer or the Master Servicer to assure
such continuing
treatment. In particular, the Trustee shall not (a) sell or permit
the sale of
all or any portion of the Mortgage Loans or of any investment of
deposits in an
Account unless such sale is as a result of a repurchase of the
Mortgage Loans
pursuant to this Agreement or the T
