EXECUTION COPY
RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,
DEPOSITOR,
RESIDENTIAL FUNDING COMPANY, LLC,
MASTER SERVICER,
AND
LASALLE BANK NATIONAL ASSOCIATION,
TRUSTEE AND SUPPLEMENTAL INTEREST TRUST TRUSTEE
POOLING AND SERVICING AGREEMENT
DATED AS OF MARCH 1, 2007
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2007-SP1
TABLE OF CONTENTS
PAGE
ARTICLE I
DEFINITIONS................................................................................4
Section 1.01.
Definitions.......................................................................4
Section 1.02.
Determination of
LIBOR...........................................................51
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES...........................52
Section 2.01.
Conveyance of Mortgage
Loans.....................................................52
Section 2.02.
Acceptance by
Trustee............................................................58
Section 2.03.
Representations, Warranties and Covenants of the Master Servicer
and the
Depositor........................................................................59
Section 2.04.
Representations and Warranties of Residential
Funding............................62
Section 2.05.
Execution and Authentication of Certificates; Conveyance of REMIC
Regular
Interests........................................................................64
Section 2.06.
Purposes and Powers of the
Trust.................................................64
Section 2.07.
Agreement Regarding Ability to
Disclose..........................................64
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS............................................65
Section 3.01.
Master Servicer to Act as
Servicer...............................................65
Section 3.02.
Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of Subservicers'
Obligations.........................................67
Section 3.03.
Successor
Subservicers...........................................................69
Section 3.04.
Liability of the Master
Servicer.................................................69
Section 3.05.
No Contractual Relationship Between Subservicer and Trustee or
Certificateholders...............................................................69
Section 3.06.
Assumption or Termination of Subservicing Agreements by
Trustee..................70
Section 3.07.
Collection of Certain Mortgage Loan Payments; Deposits to Custodial
Account..........................................................................70
Section 3.08.
Subservicing Accounts; Servicing
Accounts........................................73
Section 3.09.
Access to Certain Documentation and Information Regarding the
Mortgage
Loans............................................................................74
Section 3.10.
Permitted Withdrawals from the Custodial
Account.................................75
Section 3.11.
Maintenance of the MI Policy and Primary Insurance
Coverage......................76
Section 3.12.
Maintenance of Fire Insurance and Omissions and Fidelity
Coverage................77
Section 3.13.
Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain
Assignments..................................................79
Section 3.14.
Realization Upon Defaulted Mortgage
Loans........................................80
Section 3.15.
Trustee to Cooperate; Release of Mortgage
Files..................................83
Section 3.16.
Servicing and Other Compensation; Eligible Master Servicing
Compensation.........84
Section 3.17.
Reports to the Trustee and the
Depositor.........................................85
Section 3.18.
Annual Statement as to Compliance and Servicing
Assessment.......................86
Section 3.19.
Annual Independent Public Accountants' Servicing
Report..........................86
Section 3.20.
Right of the Depositor in Respect of the Master
Servicer.........................86
Section 3.21.
The Mortgage Insurance
Co-Trustee................................................87
ARTICLE IV
PAYMENTS TO
CERTIFICATEHOLDERS............................................................87
Section 4.01.
Certificate
Account..............................................................87
Section 4.02.
Distributions....................................................................88
Section 4.03.
Statements to Certificateholders; Statements to Rating Agencies;
Exchange
Act
Reporting....................................................................94
Section 4.04.
Distribution of Reports to the Trustee and the Depositor; Advances
by the
Master
Servicer..................................................................98
Section 4.05.
Allocation of Realized
Losses...................................................100
Section 4.06.
Reports of Foreclosures and Abandonment of Mortgaged
Property...................102
Section 4.07.
Optional Purchase of Defaulted Mortgage
Loans...................................102
Section 4.08.
[Reserved]......................................................................102
Section 4.09.
The Yield Maintenance
Agreement.................................................103
Section 4.10.
The Swap
Agreement..............................................................105
Section 4.11.
Posted Collateral
Account.......................................................107
Section 4.12.
Tax Treatment of Yield Maintenance Payments, Swap Payments and Swap
Termination
Payments............................................................108
Section 4.13.
Mortgage Insurance Premium Taxes Reserve
Fund...................................108
ARTICLE V
THE
CERTIFICATES.........................................................................109
Section 5.01.
The
Certificates................................................................109
Section 5.02.
Registration of Transfer and Exchange of
Certificates...........................111
Section 5.03.
Mutilated, Destroyed, Lost or Stolen
Certificates...............................117
Section 5.04.
Persons Deemed
Owners...........................................................117
Section 5.05.
Appointment of Paying
Agent.....................................................118
ARTICLE VI
THE DEPOSITOR AND THE MASTER
SERVICER....................................................118
Section 6.01.
Respective Liabilities of the Depositor and the Master
Servicer.................118
Section 6.02.
Merger or Consolidation of the Depositor or the Master Servicer;
Assignment of Rights and Delegation of Duties by Master
Servicer................118
Section 6.03.
Limitation on Liability of the Depositor, the Master Servicer and
Others........119
Section 6.04.
Depositor and Master Servicer Not to
Resign.....................................120
ARTICLE VII
DEFAULT..................................................................................120
Section 7.01.
Events of
Default...............................................................120
Section 7.02.
Trustee or Depositor to Act; Appointment of
Successor...........................122
Section 7.03.
Notification to
Certificateholders..............................................123
Section 7.04.
Waiver of Events of
Default.....................................................124
ARTICLE VIII
CONCERNING THE
TRUSTEE...................................................................124
Section 8.01.
Duties of
Trustee...............................................................124
Section 8.02.
Certain Matters Affecting the
Trustee...........................................126
Section 8.03.
Trustee Not Liable for Certificates or Mortgage
Loans...........................127
Section 8.04.
Trustee May Own
Certificates....................................................127
Section 8.05.
Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification.............128
Section 8.06.
Eligibility Requirements for
Trustee............................................129
Section 8.07.
Resignation and Removal of the
Trustee..........................................129
Section 8.08.
Successor
Trustee...............................................................130
Section 8.09.
Merger or Consolidation of
Trustee..............................................130
Section 8.10.
Appointment of Co-Trustee or Separate
Trustee...................................131
Section 8.11.
Appointment of
Custodians.......................................................132
Section 8.12.
Appointment of Office or
Agency.................................................132
Section 8.13.
DTC Letter of
Representations...................................................132
Section 8.14.
Yield Maintenance Agreement and Swap
Agreement..................................132
ARTICLE IX
TERMINATION..............................................................................132
Section 9.01.
Termination Upon Purchase by Residential Funding or Liquidation of
All
Mortgage
Loans..................................................................132
Section 9.02.
Additional Termination
Requirements.............................................135
ARTICLE X
REMIC
PROVISIONS.........................................................................136
Section 10.01.
REMIC
Administration............................................................136
Section 10.02.
Master Servicer, REMIC Administrator and Trustee
Indemnification................140
ARTICLE XI
MISCELLANEOUS
PROVISIONS.................................................................140
Section 11.01.
Amendment.......................................................................140
Section 11.02.
Recordation of Agreement;
Counterparts..........................................143
Section 11.03.
Limitation on Rights of
Certificateholders......................................143
Section 11.04.
Governing
Law...................................................................144
Section 11.05.
Notices.........................................................................144
Section 11.06.
Notices to Rating
Agencies......................................................145
Section 11.07.
Severability of
Provisions......................................................146
Section 11.08.
Supplemental Provisions for
Resecuritization....................................146
Section 11.09.
[Reserved]......................................................................146
Section 11.10.
Third Party
Beneficiaries.......................................................146
ARTICLE XII
COMPLIANCE WITH REGULATION
AB............................................................147
Section 12.01.
Intent of Parties;
Reasonableness...............................................147
Section 12.02.
Additional Representations and Warranties of the
Trustee........................147
Section 12.03.
Information to be Provided by the
Trustee.......................................148
Section 12.04.
Report on Assessment of Compliance and
Attestation..............................148
Section 12.05.
Indemnification;
Remedies.......................................................148
EXHIBITS
Exhibit A
Form of Class A Certificate
Exhibit B
Form of Class M Certificate
Exhibit C
[Reserved]
Exhibit D
Form of Class SB Certificate
Exhibit E
Form of Class R Certificate
Exhibit F
Form of Custodial Agreement
Exhibit G
Mortgage Loan Schedule
Exhibit H
Form of Request for Release
Exhibit I-1
Form of Transfer Affidavit and Agreement
Exhibit I-2
Form of Transferor Certificate
Exhibit J
Form of Investor Representation Letter
Exhibit K
Form of Transferor Representation Letter
Exhibit L
Text of Amendment to Pooling and Servicing Agreement Pursuant to
Section 11.01(e) for a Limited
Guaranty
Exhibit M
Form of Limited Guaranty
Exhibit N
Form of Lender Certification for Assignment of Mortgage Loan
Exhibit O
Form of Rule 144A Investment Representation
Exhibit P
[Reserved]
Exhibit Q
Form of ERISA Representation Letter (Class M Certificates)
Exhibit R-1
Form of Form 10-K Certification
Exhibit R-2
Form Back-up Certification to Form 10-K Certificate
Exhibit S
Information to be Provided by the Master Servicer to the Rating
Agencies Relating to Reportable
Modified Mortgage Loans
Exhibit T
[Reserved]
Exhibit U
Yield Maintenance Agreement
Exhibit V
Servicing Criteria to be addressed in Assessment of Compliance
Exhibit W
Form of ERISA Representation Letter (Class A Certificates)
This Pooling and Servicing
Agreement,
effective as of March 1, 2007,
among
RESIDENTIAL
ASSET MORTGAGE
PRODUCTS,
INC., as depositor (together with its permitted
successors and assigns,
the "Depositor"),
RESIDENTIAL
FUNDING
COMPANY,
LLC, as master
servicer
(together
with its
permitted
successors
and
assigns,
the "Master
Servicer"),
and LASALLE BANK NATIONAL
ASSOCIATION,
a banking association
organized under the laws of the United
States,
as trustee and supplemental
interest trust trustee
(together with its permitted
successors and assigns,
the "Trustee" and the "Supplemental Interest Trust Trustee"),
respectively.
PRELIMINARY STATEMENT:
The
Depositor
intends
to
sell
mortgage
asset-backed
pass-through
certificates
(collectively,
the
"Certificates"),
to be issued
hereunder
in twelve
Classes,
which in the
aggregate
will
evidence
the entire
beneficial ownership interest in the Mortgage Loans (as defined
herein) and certain other related assets.
REMIC I
As provided herein,
the REMIC
Administrator will make an election to treat the segregated pool of
assets
consisting of the Mortgage Loans and certain other related assets
(exclusive of the Yield
Maintenance
Agreement,
the Supplemental
Interest Trust Account,
the Swap Agreement and the Mortgage Insurance Premium Taxes Reserve
Fund
and any payments
thereunder)
subject to this Agreement as a real estate mortgage
investment
conduit (a "REMIC")
for
federal
income tax
purposes,
and such
segregated
pool of assets
will be
designated
as
"REMIC I."
The
Class R-I
Certificates will represent the sole Class of "residual
interests" in REMIC I for purposes of the REMIC
Provisions
(as defined
herein)
under
federal
income tax law. The following
table
irrevocably
sets forth the
designation,
remittance
rate
(the
"Uncertificated
REMIC I
Pass-Through
Rate")
and
initial
Uncertificated
Principal
Balance for each of the "regular
interests" in REMIC I (the "REMIC I Regular
Interests").
The "latest
possible maturity date"
(determined for purposes of satisfying
Treasury
regulation
Section 1.860G-1(a)(4)(iii))
for the REMIC I Regular Interests shall be the 360th
Distribution
Date. The REMIC I Regular Interests will not be
certificated.
UNCERTIFICATED REMIC I
INITIAL UNCERTIFICATED REMIC I
DESIGNATION
PASS-THROUGH RATE
PRINCIPAL BALANCE
LATEST POSSIBLE MATURITY DATE
AA
(1)
$350,128,132.90
March 2037
A-1
(1)
$1,817,960.00
March 2037
A-2
(1)
$619,280.00
March 2037
A-3
(1)
$662,110.00
March 2037
M-1
(1)
$141,120.00
March 2037
M-2
(1)
$114,330.00
March 2037
M-3
(1)
$67,880.00
March 2037
M-4
(1)
$42,870.00
March 2037
ZZ
(1)
$3,679,922.10
November 2036
(1)
Calculated as provided in the definition of Uncertificated REMIC I
Pass-Through Rate.
REMIC II
As provided herein,
the REMIC
Administrator will elect to treat the segregated pool of assets
consisting
of the REMIC I
Regular
Interests as a REMIC for federal income tax purposes,
and such
segregated pool of assets
will be
designated
as
"REMIC II".
The
Class R-II
Certificates
will
represent
the sole
class of
"residual
interests"
in REMIC II for purposes of the REMIC
Provisions
under federal
income tax law. The
following
table
irrevocably sets forth the
designation,
Pass-Through
Rate,
aggregate
Initial
Certificate
Principal
Balance,
certain features,
Final Scheduled Distribution Date and initial ratings for each
Class of Certificates
comprising
the interests
representing
"regular
interests" in REMIC II.
The "latest possible maturity date" (determined for
purposes
of
satisfying
Treasury
Regulation
Section 1.860G-1(a)(4)(iii))
for each
Class of
REMIC II
Regular
Interests shall be the 360th Distribution Date.
AGGREGATE
INITIAL
CERTIFICATE PRINCIPAL
FINAL SCHEDULED
DESIGNATION
TYPE
PASS-THROUGH RATE
BALANCE
DISTRIBUTION DATE
INITIAL RATINGS
MOODY'S
S&P
Class A-1(1)
Senior
Adjustable(2) (3)
181,796,000
March 2037
Aaa
AAA
Class A-2(1)
Senior
Adjustable(2) (3)
61,928,000
March 2037
Aaa
AAA
Class A-3(1)
Senior
Adjustable(2) (3)
66,211,000
March 2037
Aaa
AAA
Class M-1(1)
Mezzanine
Adjustable(2) (3)
14,112,000
March 2037
Aa2
AA
Class M-2(1)
Mezzanine
Adjustable(2) (3)
11,433,000
March 2037
A2
A
Class M-3(1)
Mezzanine
Adjustable(2) (3)
6,788,000
March 2037
Baa1
BBB+
Class M-4(1)
Mezzanine
Adjustable(2) (3)
4,287,000
March 2037
Baa2
BBB
Class SB Interest
Subordinate
Variable(4)
10,718,605
March 2037
N/R
N/R
Class R-I
Residual
N/A
N/A
N/A
N/R
N/R
Class R-II
Residual
N/A
N/A
N/A
N/R
N/R
(1) The Class A and Class M
Certificates
will represent
ownership of their
respective
REMIC II
Regular
Interests
together with certain
rights to payments to be made from amounts
received under the Yield
Maintenance
Agreement,
the payments of which are
considered
made for
federal income tax purposes outside of REMIC II.
(2) The REMIC II Regular Interests
ownership of which is represented by the Class A and Class M
Certificates,
will accrue interest at a per
annum rate equal to LIBOR plus the applicable Margin,
each subject to payment caps as described in the definition of
"Pass-Through
Rate" and
the
provisions
for the payment of Class A Net WAC Cap
Shortfall
Carry-Forward
Amounts,
and Class M Net WAC Cap
Shortfall
Carry-Forward
Amounts herein, which payments will not be part of the entitlement
of the REMIC II Regular Interests related to such Certificates.
(3) The Class A and Class M
Certificates
will also entitle
their holders to certain
payments from the Holder of the Class SB
Certificates
from amounts to which the related
REMIC II
Regular
Interest is entitled and from amounts
received under the Swap Agreement,
which payment
rights and amounts are considered made outside REMIC II and do not
constitute any entitlement from any REMIC hereunder.
(4) The Class SB Certificates will accrue interest as described in
the definition of Accrued Certificate
Interest.
The Class SB Certificates
will not accrue
interest on their
Certificate
Principal
Balance.
The Class SB
Certificates
will be
comprised
of two REMIC II
regular
interests,
a principal only regular interest
designated SB-PO and an interest only regular interest designated
SB-IO, which will be entitled
to distributions as set forth herein. The rights of the Holder of
the Class SB
Certificates to payments from the Yield Maintenance
Agreement
and the Swap Agreement shall be outside and apart from its rights
under the REMIC II Regular Interests SB-IO and SB-PO.
The Mortgage Loans have an aggregate
Cut-off Date Principal
Balance equal to $357,273,605.
The Mortgage
Loans are fixed-rate and
adjustable-rate,
first and junior lien seasoned
mortgage loans having terms to maturity
at origination or modification of generally not more than 30 years.
In consideration of the mutual
agreements herein
contained,
the Depositor,
the Master Servicer and the
Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01
Definitions.
Whenever used in this Agreement,
the following words and phrases,
unless the context otherwise requires,
shall have the meanings specified in this Article.
Accrued
Certificate
Interest:
With
respect to each
Distribution
Date and the
Class A,
and
Class M
Certificates,
interest
accrued during the related Interest
Accrual Period on the Certificate
Principal
Balance
thereof immediately prior to such Distribution Date at the related
Pass-Through Rate for that Distribution Date.
The amount of Accrued
Certificate
Interest on each Class of Certificates
shall be reduced by the amount
of
Prepayment
Interest
Shortfalls
on the
Mortgage
Loans
during the prior
calendar
month (to the extent not
covered by
Eligible
Master
Servicing
Compensation
pursuant
to
Section 3.16)
and by the amount of Relief Act
Shortfalls and Deferred
Interest
Shortfalls on the Mortgage Loans during the related Due Period,
in each case to
the
extent
allocated
to
that
Class
of
Certificates
pursuant
to
Section 4.02(g)
and
Section 4.02(h),
respectively.
Accrued
Certificate
Interest for each Class on any
Distribution
Date shall be further reduced by
the interest portion of Realized Losses allocated to any Class of
Certificates pursuant to Section 4.05.
With
respect
to each
Distribution
Date and the
Class SB
Certificates,
interest
accrued
during the
preceding
Interest
Accrual
Period
at
the
related
Pass-Through
Rate
for
that
Distribution
Date
on
the
Uncertificated
Notional
Amount as specified in the definition of
Pass-Through
Rate,
immediately
prior to such
Distribution
Date,
reduced by any interest
shortfalls with respect to the Mortgage Loans,
including
Prepayment
Interest Shortfalls to the extent not covered by Eligible Master
Servicing
Compensation
pursuant to Section 3.16,
by the Excess Cash Flow pursuant to clauses (xvi) and (xvii) of
Section 4.02(c),
the Yield Maintenance
Agreement
pursuant to clauses (iii) and (iv) under Section
4.09(c) or the Swap Agreement
pursuant to clauses (iii) and (iv)
under Section 4.10(c).
In addition,
Accrued
Certificate
Interest with respect to each Distribution
Date, as to
the
Class SB
Certificates,
shall be reduced
by an amount
equal to the
interest
portion
of
Realized
Losses
allocated to the
Overcollateralization
Amount pursuant to Section 4.05
hereof.
Accrued Certificate
Interest on
the Class A and Class M
Certificates
shall accrue on the basis of a 360-day year and the actual number
of days in
the related Interest Accrual Period.
Accrued
Certificate
Interest on the Class SB
Certificates
shall accrue on
the basis of a 360 day year consisting of twelve 30 day months.
Adjusted
Mortgage
Rate:
With respect to any Mortgage Loan and any date of
determination,
the Mortgage
Rate borne by the related Mortgage Note, less the related
Subservicing Fee Rate.
Adjustment
Date: With respect to each
adjustable-rate
Mortgage Loan, each date set forth in the related
Mortgage Note on which an adjustment to the interest rate on such
Mortgage Loan becomes effective.
Advance:
With
respect to any
Mortgage
Loan,
any
advance
made by the Master
Servicer,
pursuant
to
Section 4.04.
Affected Party:
As defined in the Swap Agreement.
Affiliate:
With
respect to any Person,
any other
Person
controlling,
controlled
by or under
common
control
with such first
Person.
For the
purposes of this
definition,
"control"
means the power to direct the
management
and
policies
of such
Person,
directly
or
indirectly,
whether
through
the
ownership
of voting
securities,
by contract or otherwise;
and the terms
"controlling" and "controlled" have meanings
correlative to
the foregoing.
Agreement:
This Pooling and Servicing Agreement and all amendments hereof and
supplements hereto.
Amount Held for Future
Distribution:
With
respect to any
Distribution
Date,
the total of the amounts
held in the
Custodial
Account
at the
close of
business
on the
preceding
Determination
Date on
account
of
(i) Liquidation Proceeds, Subsequent Recoveries,
REO Proceeds, Insurance Proceeds, Principal Prepayments, Mortgage
Loan
purchases
made pursuant to
Section 2.02,
2.03,
2.04,
4.07 or 4.08 and Mortgage Loan
substitutions
made
pursuant
to
Section 2.03
or 2.04
received
or made in the
month of such
Distribution
Date
(other
than such
Liquidation
Proceeds,
Insurance
Proceeds,
REO Proceeds,
Subsequent
Recoveries and purchases of Mortgage Loans
that
the
Master
Servicer
has
deemed
to
have
been
received
in
the
preceding
month
in
accordance
with
Section 3.07(b))
and (ii) payments
which represent early receipt of scheduled
payments of principal and interest
due on a date or dates subsequent to the Due Date in the related
Due Period.
Appraised
Value:
With
respect
to any
Mortgaged
Property,
one of the
following:
(i) the
lesser of
(a) the appraised value of such Mortgaged
Property based upon the appraisal made at the time of the
origination of
the related Mortgage Loan, and (b) the sales price of the Mortgaged
Property at such time of origination,
(ii) in
the case of a Mortgaged
Property
securing a refinanced or modified
Mortgage Loan, one of (1) the appraised value
based upon the appraisal
made at the time of
origination
of the loan which was
refinanced or modified,
(2) the
appraised
value
determined in an appraisal made at the time of refinancing or
modification or (3) the sales price
of the Mortgaged
Property,
or
(iii) with
respect to the Mortgage
Loans for which a broker's
price opinion was
obtained, the value contained in such opinion.
Assignment:
An
assignment of the Mortgage,
notice of transfer or equivalent
instrument,
in recordable
form,
sufficient under the laws of the jurisdiction
wherein the related Mortgaged
Property is located to reflect
of record the sale of the Mortgage
Loan to the Trustee for the benefit of
Certificateholders,
which
assignment,
notice
of
transfer
or
equivalent
instrument
may be in the form of one or more
blanket
assignments
covering
Mortgages
secured by Mortgaged
Properties
located in the same county,
if permitted by law and accompanied by an
Opinion of Counsel to that effect.
Assignment
Agreement:
The
Assignment
and
Assumption
Agreement,
dated
the
Closing
Date,
between
Residential Funding and the Depositor relating to the transfer and
assignment of the Mortgage Loans.
Assignment
Agreement and Amendment of Security
Instrument:
With respect to a Sharia
Mortgage Loan, the
agreement between the consumer and the co-owner
pursuant to which all of the co-owner's
interest as a beneficiary
under the related Sharia
Mortgage Loan Security
Instrument and the co-owner's
interest in the related
Mortgaged
Property
is
conveyed
to a
subsequent
owner,
which
may
take
the form of an
"Assignment
Agreement"
and an
"Amendment
of
Security
Instrument"
or an
"Assignment
Agreement
and
Amendment
of Security
Instrument",
as
applicable.
Assignment
of
Proprietary
Lease:
With respect to a
Cooperative
Loan,
the
assignment of the related
Cooperative Lease from the Mortgagor to the originator of the
Cooperative Loan.
Available
Distribution
Amount:
With respect to any Distribution Date, an amount equal to (a) the
sum of
(i) the amount
relating to the Mortgage
Loans on deposit in the Custodial
Account as of the close of business on
the immediately
preceding
Determination Date, including any Subsequent
Recoveries,
and amounts deposited in the
Custodial Account in connection with the substitution of Qualified
Substitute
Mortgage Loans,
(ii) the amount of
any Advance
made on the
immediately
preceding
Certificate
Account
Deposit
Date with
respect to the Mortgage
Loans,
(iii) any
amount
deposited in the
Certificate
Account on the related
Certificate
Account Deposit Date
pursuant to
Section 3.12(a) in
respect of the Mortgage
Loans,
(iv) any
amount that the Master
Servicer is not
permitted to withdraw from the Custodial Account pursuant to
Section 3.16(e) in
respect of the Mortgage Loans and
(v) any amount deposited in the Certificate
Account pursuant to Section 4.07 or 4.08 and any amounts
deposited in
the
Custodial
Account
pursuant
to
Section 9.01,
reduced by
(b) the
sum as of the close of
business
on the
immediately
preceding
Determination
Date of:
(vi) the
Mortgage
Insurance
Premium
payable
to the MI Policy,
(w) any
payments or collections
consisting of prepayment
charges on the Mortgage Loans that were received during
the related
Prepayment
Period,
(x) the
Amount Held for Future
Distribution
and
(y) amounts
permitted
to be
withdrawn
by the
Master
Servicer
from
the
Custodial
Account
pursuant
to
clauses (ii)-(x),
inclusive,
of
Section 3.10(a)
and (z) any Net Swap Payments owed to the Swap Counterparty and
Swap Termination
Payments owed to
the Swap Counterparty not due to a Swap Counterparty Trigger Event
for such Distribution Date.
Balloon
Loan:
Each of the Mortgage
Loans having an original
term to maturity
that is shorter than the
related amortization term.
Balloon
Payment:
With respect to any Balloon Loan,
the related
Monthly
Payment
payable on the stated
maturity date of such Balloon Loan.
Bankruptcy Code:
The Bankruptcy Code of 1978, as amended.
Book-Entry Certificate:
Any Certificate registered in the name of the Depository or its
nominee.
Business Day: Any day other than (i) a
Saturday or a Sunday or (ii) a day on which
banking
institutions
in the
States of
California,
New York,
Minnesota
or
Illinois
(and
such
other
state or states in which the
Custodial
Account or the
Certificate
Account
are at the time
located)
are
required or
authorized
by law or
executive order to be closed.
Call Rights:
As defined in Section 9.01(e).
Calendar
Quarter:
A Calendar
Quarter shall
consist of one of the
following
time periods in any given
year:
January 1 through
March 31,
April 1 through
June 30,
July 1 though
September
30, and October 1 through
December 31
Capitalization
Reimbursement
Amount:
With respect to any Distribution
Date, the amount of unreimbursed
Advances or
Servicing
Advances
that were added to the Stated
Principal
Balance of the related
Mortgage
Loans
during
the
preceding
calendar
month
and
reimbursed
to
the
Master
Servicer
or
Subservicer
pursuant
to
Section 3.10(a)(vii)
on or prior to such Distribution Date plus the Capitalization
Reimbursement Shortfall Amount
remaining
unreimbursed
from any prior
Distribution
Date and reimbursed to the Master Servicer or Subservicer on
or prior to such Distribution Date.
Capitalization
Reimbursement
Shortfall
Amount:
As to any
Distribution
Date,
the amount,
if any, by
which the
amount of
Advances
or
Servicing
Advances
that were
added to the
Stated
Principal
Balance of the
Mortgage Loans during the preceding
calendar month exceeds the amount of principal
payments on the Mortgage Loans
included in the Available Distribution Amount for such Distribution
Date.
Cash
Liquidation:
With respect to any defaulted
Mortgage Loan other than a Mortgage Loan as to which an
REO
Acquisition
occurred,
a determination
by the Master
Servicer that it has received all Insurance
Proceeds,
Liquidation
Proceeds and other payments or cash recoveries which the Master
Servicer
reasonably and in good faith
expects to be finally recoverable with respect to such Mortgage
Loan.
Certificate:
Any Class A Certificate, Class M Certificate, Class SB Certificate
or Class R Certificate.
Certificate
Account:
The account or accounts
created and
maintained
pursuant to
Section 4.01,
which
shall be
entitled
"LaSalle
Bank
National
Association
as
trustee,
in trust
for the
registered
holders
of
Residential Asset Mortgage Products, Inc., Mortgage Asset-Backed
Pass-Through
Certificates,
Series 2007-SP1" and
which account shall be held for the benefit of the
Certificateholders and which must be an Eligible Account.
Certificate Account Deposit Date:
With respect to any Distribution Date, the Business Day prior
thereto.
Certificateholder
or Holder:
The Person in whose name a Certificate
is
registered
in the
Certificate
Register,
except that neither a Disqualified
Organization
nor a Non-United
States Person shall be a holder of a
Class R
Certificate for any purpose hereof.
Solely for the purpose of giving any consent or direction pursuant
to
this Agreement,
any Certificate,
other than a Class R Certificate,
registered in the name of the Depositor,
the
Master
Servicer
or any
Subservicer
or any
Affiliate
thereof
shall be deemed
not to be
outstanding
and the
Percentage
Interest or Voting Rights evidenced thereby shall not be taken into
account in determining
whether the
requisite
amount of Percentage
Interests or Voting
Rights
necessary to effect any such consent or direction has
been obtained. All references herein to "Holders" or
"Certificateholders"
shall reflect the rights of Certificate
Owners as they may
indirectly
exercise such rights
through the Depository
and
participating
members
thereof,
except as otherwise
specified
herein;
provided,
however,
that the Trustee
shall be required to recognize as a
"Holder" or
"Certificateholder"
only the Person in whose name a
Certificate
is
registered
in the
Certificate
Register.
Certificate
Owner:
With respect to a Book-Entry
Certificate,
the Person who is the beneficial owner of
such
Certificate,
as reflected on the books of an indirect
participating
brokerage
firm for which a Depository
Participant
acts as agent, if any, and otherwise on the books of a Depository
Participant,
if any, and otherwise
on the books of the Depository.
Certificate
Principal
Balance:
With
respect
to any
Class A or
Class M
Certificate,
on any date of
determination,
an amount equal to (i) the Initial
Certificate
Principal Balance of such Certificate as specified
on the face thereof,
minus (ii) the sum of (x) the
aggregate of all amounts
previously
distributed with respect
to such
Certificate
(or any predecessor
Certificate)
and applied to reduce the
Certificate
Principal
Balance
thereof
pursuant to
Section 4.02(c) and
(y) the
aggregate of all
reductions in Certificate
Principal
Balance
deemed to have occurred in connection
with Realized
Losses which were
previously
allocated to such
Certificate
(or any predecessor
Certificate) pursuant to Section 4.05,
provided,
that with respect to any Distribution Date,
the Certificate
Principal
Balance of each class of Class A and Class M
Certificates to which a Realized Loss was
previously
allocated and remains
unreimbursed
will be increased,
sequentially,
as follows:
first, the Class A
Certificates on a pro rata basis,
then the Class M-1,
Class M-2,
Class M-3 and Class M-4
Certificates,
in that
order, to the extent of Realized Losses previously
allocated thereto and remaining
unreimbursed,
but only to the
extent of
Subsequent
Recoveries
received
during the previous
calendar
month and
available
for
distribution
pursuant to
Section 4.02(c)(xiii).
With respect to each Class SB
Certificate,
on any date of determination,
an
amount equal to the
Percentage
Interest
evidenced by such
Certificate
times an amount equal to the excess,
if
any, of (A) the
then
aggregate
Stated
Principal
Balance of the
Mortgage
Loans over
(B) the
then
aggregate
Certificate
Principal Balance of the Class A and Class M
Certificates then outstanding.
The Class R Certificates
will not have a Certificate Principal Balance.
Certificate
Register and
Certificate
Registrar:
The register
maintained
and the registrar
appointed
pursuant to Section 5.02.
Class:
Collectively, all of the Certificates or uncertificated interests
bearing the same designation.
Class A Certificate:
Any one of the Class A-1, Class A-2 or Class A-3 Certificates.
Class A
Interest
Distribution
Amount:
With
respect
to each
Class of
Class A
Certificates
and any
Distribution
Date, the aggregate amount of Accrued
Certificate
Interest to be distributed to the holders of such
Class of Class A
Certificates for such Distribution
Date, plus any related Accrued
Certificate
Interest thereon
remaining unpaid from any prior Distribution Date.
Class A
Margin:
With
respect to the
Class A-1
Certificates,
0.15% per annum and on any
Distribution
Date on or after the second
Distribution
Date
after the first
possible
Optional
Termination
Date,
0.30% per
annum.
With respect to the Class A-2
Certificates,
initially 0.35% per annum, and on any Distribution Date on or
after the second
Distribution Date after the possible Optional
Termination Date, 0.70% per annum. With respect to
the
Class A-3
Certificates,
initially
0.48% per
annum,
and on any
Distribution
Date on or after the
second
Distribution Date after the first possible Optional Termination
Date, 0.96% per annum.
Class A
Net
WAC
Cap
Shortfall:
With
respect
to
each
Class
of the
Class A
Certificates
and any
Distribution
Date for which the Pass-Through
Rate for any such Class of Class A
Certificates is equal to the Net
WAC Cap Rate,
the excess,
if any, of
(x) Accrued
Certificate
Interest
on that Class of
Certificates
on such
Distribution
Date,
calculated
at a rate equal to the lesser of (a) LIBOR
plus the related
Class A
Margin,
as
calculated for such
Distribution
Date,
and (b) the
Maximum
Mortgage Loan Rate,
over
(y) Accrued
Certificate
Interest on such Class of Class A Certificates for such
Distribution Date calculated at the Net WAC Cap Rate.
Class A Net WAC Cap Shortfall
Carry-Forward
Amount:
With respect to each Class of Class A
Certificates
and any Distribution
Date, the sum of (a) the
aggregate amount of Class A Net WAC Cap Shortfall for such Class on
such
Distribution
Date plus (b) any Class A Net WAC Cap Shortfall
Carry-Forward
Amount for such Class remaining
unpaid from the preceding
Distribution Date, plus (c) one month's interest on the amount in
clause (b) (based
on
the number of days in the preceding Interest Accrual Period),
to the extent previously
unreimbursed by the Excess
Cash Flow pursuant to
Section 4.02(c)(xviii),
payments under the Yield Maintenance
Agreement pursuant to Section
4.09(c)(v) and Net Swap Payments pursuant to Section 4.10(c)(v), at
a rate equal to the related Pass-Through Rate.
Class A
Principal
Distribution
Amount:
With respect to any Distribution Date (i) prior to the Stepdown
Date or on or after the Stepdown Date if a Trigger
Event is in effect for that
Distribution
Date,
the Principal
Distribution
Amount for that
Distribution Date or (ii) on or after the Stepdown Date if a
Trigger Event is not in
effect for that Distribution Date, the lesser of:
(i)
the Principal Distribution Amount for that Distribution Date; and
(ii)
the excess,
if any, of (A) the aggregate
Certificate
Principal Balance of the Class A
Certificates
immediately
prior to that
Distribution
Date over (B) the lesser of (x) the product of (1)
the applicable
Subordination
Percentage and (2) the aggregate Stated
Principal
Balance of the Mortgage
Loans after giving effect to distributions
to be made on that
Distribution
Date and (y) the excess,
if
any,
of
the
aggregate
Stated
Principal
Balance
of
the
Mortgage
Loans
after
giving
effect
to
distributions to be made on that Distribution Date, over the
Overcollateralization Floor.
Class A-1
Certificate:
Any one of the Class A-1
Certificates
executed by the Trustee and authenticated
by the
Certificate
Registrar
substantially
in the form
annexed
hereto as
Exhibit A,
senior
to the
Class M
Class SB and Class R
Certificates with respect to distributions and the allocation of
Realized Losses as set forth
in
Section 4.05,
and evidencing
(i) an interest
designated as a "regular
interest" in REMIC II for purposes of
the REMIC
Provisions
and (ii) the
right to receive the Class A Net WAC Cap Shortfall
Carry-Forward
Amount from
the Excess Cash Flow,
the Yield
Maintenance
Agreement and the
Supplemental
Interest Trust Account and the Swap
Agreement to the extent described herein.
Class A-2
Certificate:
Any one of the Class A-2
Certificates
executed by the Trustee and authenticated
by the
Certificate
Registrar
substantially
in the form
annexed
hereto as
Exhibit A,
senior to the
Class M,
Class SB and Class R
Certificates with respect to distributions and the allocation of
Realized Losses as set forth
in
Section 4.05,
and evidencing
(i) an interest
designated as a "regular
interest" in REMIC II for purposes of
the REMIC
Provisions
and (ii) the
right to receive the Class A Net WAC Cap Shortfall
Carry-Forward
Amount from
the Excess Cash Flow the Yield
Maintenance
Agreement
and the
Supplemental
Interest
Trust Account and the Swap
Agreement to the extent described herein.
Class A-3
Certificate:
Any one of the Class A-3
Certificates
executed by the Trustee and authenticated
by the
Certificate
Registrar
substantially
in the form
annexed
hereto as
Exhibit A,
senior to the
Class M,
Class SB and Class R
Certificates with respect to distributions and the allocation of
Realized Losses as set forth
in
Section 4.05,
and evidencing
(i) an interest
designated as a "regular
interest" in REMIC II for purposes of
the REMIC
Provisions
and (ii) the
right to receive the Class A Net WAC Cap Shortfall
Carry-Forward
Amount from
the Excess Cash Flow the Yield
Maintenance
Agreement
and the
Supplemental
Interest
Trust Account and the Swap
Agreement to the extent described herein.
Class M Certificate:
Any one of the Class M-1, Class M-2, Class M-3 and Class M-4
Certificates.
Class M
Margin:
With
respect to the
Class M-1
Certificates,
initially
0.57% per
annum,
and on any
Distribution
Date on or after the second
Distribution
Date after the first possible
Optional
Termination Date,
0.855% per annum.
With respect to the Class M-2
Certificates,
initially 1.00% per annum, and on any Distribution
Date on or after the second
Distribution
Date
after the first
possible
Optional
Termination
Date,
1.50% per
annum.
With respect to the Class M-3
Certificates,
initially 1.00% per annum, and on any Distribution Date on or
after the second
Distribution
Date after the first possible
Optional
Termination
Date,
1.50% per annum.
With
respect to the Class M-4
Certificates,
initially 1.25% per annum,
and on any
Distribution
Date on or after the
second Distribution Date after the first possible Optional
Termination Date, 1.875% per annum.
Class M
Net
WAC
Cap
Shortfall:
With
respect
to
each
Class
of the
Class M
Certificates
and any
Distribution
Date for which the
Pass-Through
Rate for any such Class of Certificates is equal to the Net WAC Cap
Rate, the excess,
if any, of (x) Accrued
Certificate
Interest on that Class of Certificates on such Distribution
Date,
using the lesser of (a) LIBOR plus the related Class M
Margin,
as calculated for such
Distribution
Date,
and
(b) the
Maximum
Mortgage
Loan
Rate,
over
(y) Accrued
Certificate
Interest
on such
Class
of
Class M
Certificates for such Distribution Date calculated at the Net WAC
Cap Rate.
Class M
Net
WAC
Cap
Shortfall
Carry-Forward
Amount:
With
respect
to
each
Class
of the
Class M
Certificates
and any Distribution
Date, the sum of (a) the
aggregate amount of Class M Net WAC Cap Shortfall for
each such Class on such
Distribution
Date plus (b) any
Class M Net WAC Cap
Shortfall
Carry-Forward
Amount for
such Classes
remaining
unpaid from the preceding
Distribution
Date, plus (c) one month's interest on the amount
in
clause (b) (based
on the number of days in the preceding
Interest Accrual Period),
to the extent
previously
unreimbursed
by the Excess
Cash Flow
pursuant to
Section 4.02(c)(xviii)
payments
under the Yield
Maintenance
Agreement pursuant to Section 4.09(c)(v) and Net Swap Payments
pursuant to Section
4.10(c)(v),
at a rate equal to
the related Pass-Through Rate.
Class M-1
Certificate:
Any one of the Class M-1
Certificates
executed by the Trustee and authenticated
by the
Certificate
Registrar
substantially
in the form annexed
hereto as Exhibit B,
senior to the
Class M-2,
Class M-3,
Class M-4,
Class SB and Class R
Certificates
with respect to
distributions
and the
allocation
of
Realized Losses as set forth in Section 4.05,
and evidencing
(i) an interest
designated as a "regular
interest"
in REMIC II for purposes of the REMIC
Provisions
and (ii) the
right to receive the Class M Net WAC Cap Shortfall
Carry-Forward
Amount from the Excess
Cash Flow the Yield
Maintenance
Agreement
and the
Supplemental
Interest
Trust Account and the Swap Agreement to the extent described
herein.
Class M-1 Interest
Distribution
Amount: With respect to the Class M-1
Certificates and any Distribution
Date,
the aggregate
amount of Accrued
Certificate
Interest to be
distributed
to the holders of such Class for
such
Distribution
Date,
plus
any
related
Accrued
Certificate
Interest
remaining
unpaid
from
any
prior
Distribution Date.
Class M-1
Principal
Distribution
Amount:
With
respect
to
any
Distribution
Date
(i) prior
to the
Stepdown
Date or on or after the Stepdown
Date if a Trigger Event is in effect for that
Distribution
Date,
the
remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the Class A Principal
Distribution
Amount
or
(ii) on
or
after
the
Stepdown
Date if a
Trigger
Event
is not in
effect
for that
Distribution Date, the lesser of:
(i)
the
remaining
Principal
Distribution
Amount
for
that
Distribution
Date
after
distribution of the Class A Principal Distribution Amount; and
(ii)
the excess,
if any, of (A) the sum of (1) the aggregate
Certificate
Principal Balance
of the Class A
Certificates (after taking into account the payment of the Class A
Principal
Distribution
Amount
for
that
Distribution
Date)
and
(2)
the
Certificate
Principal
Balance
of
the
Class M-1
Certificates
immediately
prior to that
Distribution
Date over (B) the lesser of (x) the product of (1)
the applicable
Subordination
Percentage and (2) the
aggregate Stated Principal
Balance of the Mortgage
Loans after giving effect to distributions
to be made on that
Distribution
Date and (y) the excess,
if
any,
of
the
aggregate
Stated
Principal
Balance
of
the
Mortgage
Loans
after
giving
effect
to
distributions to be made on that Distribution Date, over the
Overcollateralization Floor.
Class M-2
Certificate:
Any one of the Class M-2
Certificates
executed by the Trustee and authenticated
by the
Certificate
Registrar
substantially
in the form annexed
hereto as Exhibit B,
senior to the
Class M-3,
Class M-4,
Class SB and Class R
Certificates
with respect to distributions and the allocation of Realized Losses
as set forth in Section 4.05,
and evidencing
(i) an interest
designated as a "regular
interest" in REMIC II for
purposes of the REMIC
Provisions
and (ii) the
right to receive the Class M Net WAC Cap
Shortfall
Carry-Forward
Amount from Excess Cash Flow the Yield
Maintenance
Agreement and the Supplemental
Interest Trust Account and the
Swap Agreement to the extent described herein.
Class M-2 Interest
Distribution
Amount: With respect to the Class M-2
Certificates and any Distribution
Date,
the aggregate
amount of Accrued
Certificate
Interest to be
distributed
to the holders of such Class for
such
Distribution
Date,
plus
any
related
Accrued
Certificate
Interest
remaining
unpaid
from
any
prior
Distribution Date.
Class M-2
Principal
Distribution
Amount:
With
respect
to
any
Distribution
Date
(i) prior
to the
Stepdown
Date or on or after the Stepdown
Date if a Trigger Event is in effect for that
Distribution
Date,
the
remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the Class A Principal
Distribution
Amount and the
Class M-1
Principal
Distribution
Amount or (ii) on or after the Stepdown Date if a
Trigger Event is not in effect for that Distribution Date, the
lesser of:
(i)
the
remaining
Principal
Distribution
Amount
for
that
Distribution
Date
after
distribution
of the
Class A
Principal
Distribution
Amount and the
Class M-1
Principal
Distribution
Amount; and
(ii)
the excess,
if any, of (A) the sum of (1) the aggregate
Certificate
Principal Balance
of the Class A
Certificates
and
Class M-1
Certificates
(after
taking into account the payment of the
Class A
Principal
Distribution
Amount
and
the
Class M-1
Principal
Distribution
Amount
for
that
Distribution
Date) and (2) the Certificate
Principal Balance of the Class M-2
Certificates
immediately
prior
to
that
Distribution
Date
over
(B) the
lesser
of
(x) the
product
of
(1)
the
applicable
Subordination
Percentage
and (2) the
aggregate
Stated
Principal
Balance of the Mortgage
Loans after
giving effect to distributions
to be made on that
Distribution
Date and (y) the excess,
if any, of the
aggregate Stated
Principal
Balance of the Mortgage Loans after giving effect to distributions
to be made
on that Distribution Date, over the Overcollateralization Floor.
Class M-3
Certificate:
Any one of the Class M-3
Certificates
executed by the Trustee and authenticated
by the
Certificate
Registrar
substantially
in the form annexed
hereto as Exhibit B,
senior to the
Class M-4,
Class SB and Class R
Certificates with respect to distributions and the allocation of
Realized Losses as set forth
in
Section 4.05,
and evidencing
(i) an interest
designated as a "regular
interest" in REMIC II for purposes of
the REMIC
Provisions
and (ii) the
right to receive the Class M Net WAC Cap Shortfall
Carry-Forward
Amount from
Excess
Cash
Flow the Yield
Maintenance
Agreement
and the
Supplemental
Interest
Trust
Account
and the Swap
Agreement to the extent described herein.
Class M-3 Interest
Distribution
Amount: With respect to the Class M-3
Certificates and any Distribution
Date,
the aggregate
amount of Accrued
Certificate
Interest to be
distributed
to the holders of such Class for
such
Distribution
Date,
plus
any
related
Accrued
Certificate
Interest
remaining
unpaid
from
any
prior
Distribution Date.
Class M-3
Principal
Distribution
Amount:
With
respect
to
any
Distribution
Date
(i) prior
to the
Stepdown
Date or on or after the Stepdown
Date if a Trigger Event is in effect for that
Distribution
Date,
the
remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the Class A Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount and Class M-2
Principal
Distribution
Amount or
(ii) on or after the Stepdown Date if a Trigger Event is not in
effect for that Distribution Date, the lesser of:
(i)
the
remaining
Principal
Distribution
Amount
for
that
Distribution
Date
after
distribution of the Class A, Class M-1 and Class M-2 Principal
Distribution Amounts; and
(ii)
the excess,
if any, of (A) the sum of (1) the aggregate
Certificate
Principal Balance
of the
Class A,
Class M-1
and
Class M-2
Certificates
(after
taking into
account the payment of the
Class A,
Class M-1 and Class M-2 Principal
Distribution
Amounts for that Distribution Date) and (2) the
Certificate
Principal Balance of the Class M-3
Certificates
immediately prior to that Distribution Date
over
(B) the
lesser of
(x) the
product
of (1) the
applicable
Subordination
Percentage
and (2) the
aggregate Stated
Principal
Balance of the Mortgage Loans after giving effect to distributions
to be made
on that
Distribution
Date and (y) the excess,
if any, of the aggregate Stated Principal
Balance of the
Mortgage
Loans after
giving
effect to
distributions
to be made on that
Distribution
Date,
over the
Overcollateralization Floor.
Class M-4
Certificate:
Any one of the Class M-4
Certificates
executed by the Trustee and authenticated
by the
Certificate
Registrar
substantially
in the form annexed hereto as Exhibit B,
senior to the Class SB and
Class R
Certificates
with
respect
to
distributions
and the
allocation
of
Realized
Losses
as set forth in
Section 4.05,
and evidencing
(i) an interest
designated as a "regular
interest" in REMIC II for purposes of the
REMIC
Provisions
and (ii) the
right to receive the Class M Net WAC Cap Shortfall
Carry-Forward
Amount from the
Excess
Cash
Flow the Yield
Maintenance
Agreement
and the
Supplemental
Interest
Trust
Account
and the Swap
Agreement to the extent described herein.
Class M-4 Interest
Distribution
Amount: With respect to the Class M-4
Certificates and any Distribution
Date,
the aggregate
amount of Accrued
Certificate
Interest to be
distributed
to the holders of such Class for
such
Distribution
Date,
plus
any
related
Accrued
Certificate
Interest
remaining
unpaid
from
any
prior
Distribution Date.
Class M-4
Principal
Distribution
Amount:
With
respect
to
any
Distribution
Date
(i) prior
to the
Stepdown
Date or on or after the Stepdown
Date if a Trigger Event is in effect for that
Distribution
Date,
the
remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the Class A Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
Class M-2
Principal
Distribution
Amount
and
Class M-3
Principal
Distribution Amount or (ii) on or after the Stepdown Date if a
Trigger Event is not in effect
for that Distribution Date, the lesser of:
(i)
the
remaining
Principal
Distribution
Amount
for
that
Distribution
Date
after
distribution of the Class A, Class M-1, Class M-2 and Class M-3
Principal Distribution Amounts; and
(ii)
the excess,
if any, of (A) the sum of (1) the aggregate
Certificate
Principal Balance
of the Class A,
Class M-1,
Class M-2 and Class M-3
Certificates
(after taking into account the payment
of the Class A,
Class M-1,
Class M-2 and Class M-3 Principal
Distribution Amounts for that Distribution
Date) and (2) the Certificate
Principal Balance of the Class M-4
Certificates
immediately prior to that
Distribution
Date over (B) the lesser of (x) the product of (1) the applicable
Subordination
Percentage
and
(2)
the
aggregate
Stated
Principal
Balance
of
the
Mortgage
Loans
after
giving
effect
to
distributions
to be made on that
Distribution
Date and (y) the excess,
if any, of the aggregate Stated
Principal
Balance
of the
Mortgage
Loans
after
giving
effect
to
distributions
to be
made on that
Distribution Date, over the Overcollateralization Floor.
Class R Certificate:
Collectively, the Class R-I Certificates and Class R-II
Certificates.
Class R-I
Certificate:
Any one of the Class R-I
Certificates
executed by the Trustee and authenticated
by the
Certificate
Registrar
substantially
in the form annexed
hereto as Exhibit E and
evidencing an interest
designated as a "residual interest" in REMIC I for purposes of the
REMIC Provisions.
Class R-II
Certificate:
Any
one
of
the
Class R-II
Certificates
executed
by
the
Trustee
and
authenticated
by the Certificate
Registrar
substantially
in the form annexed hereto as Exhibit E and evidencing
an interest designated as a "residual interest" in REMIC II for
purposes of the REMIC Provisions.
Class SB
Certificate:
Any one of the Class SB
Certificates executed by the Trustee and authenticated by
the
Certificate
Registrar
substantially
in the form annexed
hereto as
Exhibit D,
subordinate
to the Class A
Certificates and Class M
Certificates
with respect to distributions
and the allocation of Realized Losses as set
forth in
Section 4.05,
and
evidencing an interest
comprised of "regular
interests"
in REMIC II
together with
certain rights to payments under the Yield
Maintenance
Agreement and the Swap Agreement for purposes of the REMIC
Provisions.
Closing Date:
April 10, 2007.
Code:
The Internal Revenue Code of 1986, as amended.
Commission:
The Securities and Exchange Commission.
Cooperative:
A private,
cooperative
housing
corporation which owns or leases land and all or part of a
building or
buildings,
including
apartments,
spaces used for
commercial
purposes and common areas therein and
whose board of directors authorizes, among other things, the sale
of Cooperative Stock.
Cooperative
Apartment:
A dwelling unit in a
multi-dwelling
building
owned or leased by a Cooperative,
which
unit the
Mortgagor
has an
exclusive
right to
occupy
pursuant
to the terms of a
proprietary
lease or
occupancy agreement.
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
Stock,
which
lease or
agreement
confers an
exclusive
right to the
holder of such
Cooperative
Stock to occupy
such
apartment.
Cooperative
Loans: Any of the Mortgage Loans made in respect of a Cooperative
Apartment,
evidenced by a
Mortgage Note and secured by (i) a Security
Agreement,
(ii) the related
Cooperative Stock Certificate,
(iii) an
assignment
of the
Cooperative
Lease,
(iv)
financing
statements
and
(v) a
stock
power
(or
other
similar
instrument),
and ancillary
thereto,
a recognition
agreement
between the
Cooperative and the originator of the
Cooperative
Loan, each of which was transferred and assigned to the Trustee
pursuant to Section 2.01 and are from
time to time held as part of the Trust Fund.
Cooperative
Stock:
With
respect
to
a
Cooperative
Loan,
the
single
outstanding
class
of
stock,
partnership interest or other ownership instrument in the related
Cooperative.
Cooperative
Stock
Certificate:
With
respect to a
Cooperative
Loan,
the stock
certificate
or other
instrument evidencing the related Cooperative Stock.
Corporate
Trust
Office:
The
principal
office
of the
Trustee
at
which at any
particular
time its
corporate
trust business with respect to this
Agreement
shall be
administered,
which office at the date of the
execution
of this
instrument
is
located at LaSalle
Bank
National
Association,
Global
Securities
and Trust
Services, 135 S. LaSalle Street, Suite 1511, Chicago, Illinois
60603, Attention: RAAC Series 2007-SP1.
Credit Repository:
Equifax, Transunion and Experian, or their successors in interest.
Curtailment:
Any Principal Prepayment made by a Mortgagor which is not a
Principal Prepayment in Full.
Custodial
Account:
The custodial account or accounts created and maintained
pursuant to Section 3.07 in
the name of a
depository
institution,
as
custodian
for the
holders of the
Certificates,
for the
holders of
certain other
interests in mortgage
loans
serviced or sold by the Master
Servicer and for the Master
Servicer,
into which the amounts set forth in Section 3.07
shall be deposited
directly.
Any such account or accounts shall
be an Eligible Account.
Custodial
Agreement:
An agreement
that may be entered into among the
Depositor,
the Master
Servicer,
the Trustee and a Custodian in substantially the form of Exhibit F
hereto.
Custodian:
A custodian appointed pursuant to a Custodial Agreement.
Cut-off Date:
March 1, 2007.
Cut-off Date Balance:
$357,273,605.
Cut-off Date Principal
Balance:
With respect to any Mortgage Loan, the unpaid principal
balance thereof
at the Cut-off Date after giving
effect to all
installments
of principal
due on or prior thereto (or due during
the month of the Cut-off Date), whether or not received.
Debt Service
Reduction:
With respect to any Mortgage Loan, a reduction in the scheduled
Monthly Payment
for such Mortgage Loan by a court of competent
jurisdiction
in a proceeding
under the
Bankruptcy
Code,
except
such a reduction
constituting a Deficient
Valuation or any reduction
that results in a permanent
forgiveness of
principal.
Defaulting Party:
As defined in the Swap Agreement.
Deferred
Interest:
With
respect to any Neg Am Loan,
as of any Due Date,
the amount,
if any, by which
the
Mortgage
Loan
Accrued
Interest
for such Due Date
exceeds the Monthly
Payment for such Due Date and which
amount, pursuant to the terms of the Mortgage Note, is added to the
Stated Principal Balance of the Mortgage Loan.
Deferred
Interest
Shortfall:
With respect to any Class of the Class A and Class M
Certificates and any
Distribution
Date for which
Deferred
Interest
exists and upon which the
Accrued
Certificate
Interest
on the
Class A and Class M
Certificates
exceeds the Available
Distribution Amount on such Distribution Date, the lesser
of (a) such excess and (b) the amount of such Deferred Interest.
Deficient
Valuation:
With
respect
to
any
Mortgage
Loan,
a
valuation
by
a
court
of
competent
jurisdiction
of the
Mortgaged
Property
in an
amount
less
than the then
outstanding
indebtedness
under the
Mortgage
Loan,
or any reduction in the amount of principal to be paid in
connection
with any scheduled
Monthly
Payment that
constitutes
a permanent
forgiveness
of
principal,
which
valuation
or reduction
results from a
proceeding under the Bankruptcy Code.
Definitive Certificate:
Any definitive, fully registered Certificate.
Deleted
Mortgage
Loan: A Mortgage Loan replaced or to be replaced with a Qualified
Substitute
Mortgage
Loan.
Delinquent:
As used herein,
a Mortgage
Loan is
considered
to be: "30 to 59 days" or "30 or more days"
delinquent
when a payment due on any
scheduled
due date
remains
unpaid as of the close of business on the next
following
monthly
scheduled due date; "60 to 89 days" or "60 or more days"
delinquent
when a payment due on any
scheduled due date remains unpaid as of the close of business on
the second following
monthly
scheduled due date;
and so on. The
determination
as to whether a Mortgage Loan falls into these categories is made
as of the close of
business on the last
business day of each month.
For example,
a Mortgage
Loan with a payment due on July 1 that
remained
unpaid as of the close of business on August 31 would then be
considered to be 30 to 59 days
delinquent.
Delinquency
information
as of the Cut-off Date is determined and prepared as of the close
of business on the last
business day immediately prior to the Cut-off Date.
Depositor:
As defined in the preamble hereto.
Depository:
The Depository
Trust Company,
or any successor
Depository
hereafter named. The nominee of
the initial
Depository for purposes of registering those
Certificates
that are to be Book-Entry
Certificates is
Cede & Co. The Depository shall at all times be a "clearing
corporation" as defined in
Section 8-102(a)(5) of the
Uniform Commercial Code of the State of New York and a "clearing
agency"
registered
pursuant to the provisions of
Section 17A of the Exchange Act.
Depository
Participant:
A broker,
dealer, bank or other financial
institution or other Person for whom
from
time to time a
Depository
effects
book-entry
transfers
and
pledges
of
securities
deposited
with the
Depository.
Destroyed
Mortgage
Note: A Mortgage
Note the original of which was
permanently
lost or destroyed
and
has not been replaced.
Determination
Date:
With respect to any
Distribution
Date,
the 20th day (or if such 20th day is not a
Business Day, the Business Day immediately following such 20th day)
of the month of the related Distribution Date.
Disqualified
Organization:
Any
organization
defined
as
a
"disqualified
organization"
under
Section 860E(e)(5)
of the
Code,
which
includes
any of the
following:
(i) the
United States,
any
State
or
political
subdivision
thereof,
any possession of the United States, or any agency or
instrumentality
of any of
the foregoing
(other than an
instrumentality
which is a corporation
if all of its activities are subject to tax
and,
except for Freddie
Mac, a majority of its board of directors
is not
selected by such
governmental
unit),
(ii) a
foreign
government,
any
international
organization,
or any
agency
or
instrumentality
of any of the
foregoing,
(iii) any
organization (other than certain farmers' cooperatives described in
Section 521 of the Code)
which is exempt from the tax imposed by Chapter 1 of the Code
(including
the tax
imposed by
Section 511
of the
Code on unrelated
business
taxable
income) and
(iv) rural
electric
and
telephone
cooperatives
described in
Section 1381(a)(2)(C) of
the Code. A Disqualified
Organization also includes any "electing large partnership," as
defined in
Section 775(a) of
the Code and any other Person so
designated by the Trustee based upon an Opinion of
Counsel that the holding of an Ownership
Interest in a Class R
Certificate
by such Person may cause any REMIC or
any
Person
having an
Ownership
Interest
in any Class of
Certificates
(other
than
such
Person)
to incur a
liability
for any federal tax imposed
under the Code that would not
otherwise be imposed but for the Transfer of
an
Ownership
Interest
in a
Class R
Certificate
to
such
Person.
The
terms
"United
States",
"State"
and
"international organization" shall have the meanings set forth in
Section 7701 of the Code or successor provisions.
Distribution
Date:
The 25th day of any month,
commencing
in April 2007,
or, if such 25th day is not a
Business Day, the Business Day immediately following such 25th day.
DTC Letter: The Letter of
Representations,
dated April 10, 2007,
between the Trustee,
on behalf of the
Trust Fund, and the Depository.
Due Date:
With respect to any
Distribution
Date and any Mortgage
Loan,
the day during the related Due
Period on which the Monthly Payment is due.
Due Period:
With respect to any Distribution Date, the calendar month of such
Distribution Date.
Eligible Account: An account that is any of the following:
(i) maintained
with a depository
institution
the debt
obligations
of which have been rated by each Rating Agency in its highest
rating
available,
or (ii) an
account
or
accounts
in a
depository
institution
in which
such
accounts
are
fully
insured
to the
limits
established by the FDIC,
provided that any deposits not so insured shall, to the extent
acceptable to each Rating
Agency,
as evidenced in writing,
be maintained such that (as evidenced by an Opinion of Counsel
delivered to the
Trustee and each Rating Agency) the registered
Holders of
Certificates
have a claim with respect to the funds in
such account or a perfected
first security
interest
against any collateral
(which shall be limited to Permitted
Investments)
securing
such
funds
that is
superior
to claims
of any
other
depositors
or
creditors
of the
depository
institution
with which such account is maintained,
or (iii) in the case of the Custodial
Account,
a
trust account or accounts
maintained in the corporate trust
department of LaSalle Bank National
Association,
or
(iv) in
the case of the
Certificate
Account
and the Yield
Maintenance
Deposit
Account,
a trust
account
or
accounts
maintained in the corporate
trust
department of LaSalle Bank National
Association or (v) an account or
accounts of a
depository
institution
acceptable
to each Rating
Agency (as
evidenced in writing by each Rating
Agency
that use of any such
account as the
Custodial
Account
or the
Certificate
Account
will not reduce the
rating assigned to any Class of Certificates
by such Rating Agency below the lower of the
then-current
rating or
the rating assigned to such Certificates as of the Closing Date by
such Rating Agency).
Eligible
Master
Servicing
Compensation:
With
respect to any
Distribution
Date,
an amount
equal to
Prepayment
Interest
Shortfalls
resulting from Principal
Prepayments in Full or Curtailments
during the related
Prepayment
Period,
but not more than the lesser of
(a) one-twelfth
of 0.125% of the Stated Principal Balance of
the Mortgage Loans
immediately
preceding such
Distribution Date and (b) the sum of the Servicing Fee, all income
and gain on
amounts
held in the
Custodial
Account
and the
Certificate
Account
and
amounts
payable
to the
Certificateholders
with respect to such Distribution Date and servicing
compensation to which the Master Servicer
may be entitled
pursuant to
Section 3.10(a)(v) and
(vi) provided that for purposes of this definition the amount
of the
Servicing Fee will not be reduced
pursuant to
Section 7.02(a) except
as may be required
pursuant to the
last sentence of such Section 7.02(a).
ERISA:
The Employee Retirement Income Security Act of 1974, as amended.
Event of Default:
As defined in Section 7.01.
Excess Cash Flow:
With respect to the Mortgage
Loans and any
Distribution
Date, an amount equal to the
sum of (A) the
excess of (1) the
Available
Distribution
Amount for that
Distribution
Date over (2) the sum of
(x) the Interest
Distribution
Amount for that Distribution Date and (y) the Principal
Remittance Amount for that
Distribution Date and (B) the Overcollateralization Reduction
Amount, if any, for that Distribution Date.
Excess
Overcollateralization
Amount:
With
respect to any
Distribution
Date,
the excess,
if any, of
(a) the
Overcollateralization Amount on such Distribution Date over (b) the
Required
Overcollateralization Amount
for such Distribution Date.
Exchange Act:
The Securities Exchange Act of 1934, as amended.
Expense Fee Rate:
With respect to any Mortgage
Loan,
the sum of: (i) the Servicing
Fee Rate,
(ii) the
Subservicing Fee Rate and (iii) where applicable, the Mortgage
Insurance Premium Rate.
Fannie Mae:
Fannie Mae, a federally
chartered and
privately
owned
corporation
organized and existing
under the Federal National Mortgage Association Charter Act, or any
successor thereto.
FDIC:
The Federal Deposit Insurance Corporation or any successor thereto.
FHA:
The Federal Housing Administration, or its successor.
Final Certification:
As defined in Section 2.02.
Final
Distribution
Date:
The
Distribution
Date on which
the final
distribution
in
respect
of the
Certificates will be made pursuant to Section 9.01,
which Final
Distribution Date shall in no event be later than
the end of the 90-day liquidation period described in Section 9.02.
Final
Scheduled
Distribution
Date:
With
respect to the Class A,
Class M and
Class SB
Certificates,
solely for
purposes of the face of the
Certificates,
the
Distribution
Date in March 2037.
No event of default
under
this
Agreement
will
arise or become
applicable
solely by reason of the
failure
to retire
the
entire
Certificate
Principal
Balance of any Class of Class A or Class M
Certificates
on or before its Final
Scheduled
Distribution Date.
Fitch:
Fitch Ratings, Inc., or its successor in interest.
Fixed Swap Payment:
With respect to any Distribution
Date on or prior to the Distribution
Date in March
2012,
an amount
equal to the
product of (x) a
fixed rate equal to 5.001%
per
annum,
(y) the
Swap
Agreement
Notional
Balance
for that
Distribution
Date and
(z) a
fraction,
the
numerator
of which is
(a) 15
for the
Distribution
Date in April 2007 and (b) 30 for any
Distribution
Date occurring
after the
Distribution
Date in
April 2007, and the
denominator of which is 360. As described in the Swap
Agreement,
the fixed rate payer period
and end dates are subject to adjustment in accordance with the
following business day convention.
Floating Swap
Payment:
With respect to any
Distribution
Date on or prior to the
Distribution
Date in
March 2012, an amount equal to the product of (x) One-Month
LIBOR as
determined
pursuant to the swap
agreement,
(y) the Swap Agreement
Notional Balance for that Distribution
Date and (z) a fraction,
the numerator of which is
(a) 15 for the
Distribution
Date in April
2007 and
(b) the
actual
number of days in the
related
calculation
period as provided in the Swap Agreement for any Distribution
Date occurring after the Distribution
Date in April
2007,
and the
denominator
of which is 360. As described in the Swap
Agreement,
the floating
rate payer period
and end dates are subject to adjustment in accordance with the
following business day convention.
Foreclosure
Profits:
With
respect
to any
Distribution
Date or
related
Determination
Date
and any
Mortgage
Loan,
the excess,
if any, of
Liquidation
Proceeds,
Insurance
Proceeds and REO Proceeds
(net of all
amounts reimbursable
therefrom pursuant to
Section 3.10(a)(ii))
in respect of each Mortgage Loan or REO Property
for which a Cash
Liquidation
or
REO Disposition
occurred in the related
Prepayment
Period over the sum of the
unpaid principal balance of such Mortgage Loan or REO Property
(determined,
in the case of an REO Disposition,
in
accordance
with
Section 3.14)
plus
accrued and unpaid
interest at the Mortgage
Rate on such unpaid
principal
balance
from the Due
Date to which
interest
was
last
paid by the
Mortgagor
to the
first
day of the
month
following the month in which such Cash Liquidation or REO
Disposition occurred.
Freddie
Mac:
The Federal
Home Loan
Mortgage
Corporation,
a corporate
instrumentality
of the United
States
created and
existing
under
Title III of the
Emergency
Home
Finance
Act of 1970,
as amended,
or any
successor thereto.
Gross Margin:
With respect to each adjustable
rate Mortgage Loan, the fixed
percentage set forth in the
related
Mortgage Note and indicated in Exhibit G
hereto as the "NOTE
MARGIN,"
which
percentage is added to the
related Index on each
Adjustment Date to determine
(subject to rounding in accordance
with the related
Mortgage
Note, the Periodic Cap, the Maximum
Mortgage Rate and the Minimum
Mortgage Rate) the interest rate to be borne by
such Mortgage Loan until the next Adjustment Date.
High Cost Loan:
The
Mortgage
Loans set forth
hereto as
Exhibit O
that are subject to special
rules,
disclosure
requirements
and other
provisions
that were added to the
Federal
Truth in Lending
Act by the Home
Ownership and Equity Protection Act of 1994.
Independent:
When used with
respect
to any
specified
Person,
means
such a Person who (i) is in fact
independent of the Depositor,
the Master Servicer and the Trustee,
or any Affiliate
thereof,
(ii) does not have
any direct financial
interest or any material indirect
financial
interest in the Depositor,
the Master Servicer
or the Trustee or in an Affiliate
thereof,
and (iii) is not connected with the Depositor,
the Master Servicer or
the Trustee as an
officer,
employee,
promoter,
underwriter,
trustee,
partner,
director or person
performing
similar functions.
Index:
With respect to any
adjustable
rate Mortgage Loan and as to any Adjustment
Date
therefor,
the
related index as stated in the related Mortgage Note.
Initial
Certificate
Principal
Balance:
With
respect to each
Class of
Certificates
(other
than the
Class R
Certificates),
the Certificate
Principal Balance of such Class of Certificates as of the Closing
Date as
set forth in the Preliminary Statement hereto.
Insurance
Proceeds:
Proceeds
paid in respect of the Mortgage
Loans
pursuant to any Primary
Insurance
Policy or any other related
insurance
policy covering a Mortgage Loan, to the extent such proceeds are
payable to
the mortgagee under the Mortgage,
any
Subservicer,
the Master Servicer or the Trustee and are not applied to the
restoration of the related
Mortgaged
Property or released to the Mortgagor in accordance with the
procedures that
the Master Servicer would follow in servicing mortgage loans held
for its own account.
Interest
Accrual Period:
With respect to the Class A and Class M
Certificates,
(i) with respect to the
Distribution
Date in April 2007,
the period
commencing
on the Closing Date and ending on the day
preceding the
Distribution
Date in April 2007, and (ii) with
respect to any Distribution
Date after the
Distribution
Date in
April 2007, the period commencing on the Distribution
Date in the month
immediately
preceding the month in which
such
Distribution
Date
occurs
and ending on the day
preceding
such
Distribution
Date.
With
respect to the
Class SB Certificates and any Distribution Date, the prior calendar
month.
Interest
Distribution
Amount:
The
sum of
the
Class A,
Class M-1,
Class M-2,
Class M-3,
Class M-4
Interest Distribution Amounts.
Interim Certification:
As defined in Section 2.02.
Interested
Person:
As of any date of
determination,
the Depositor,
the Master Servicer,
the Trustee,
any Mortgagor,
any Manager of a Mortgaged
Property,
or any Person known to a Responsible
Officer of the Trustee
to be an Affiliate of any of them.
Late
Collections:
With
respect to any
Mortgage
Loan,
all
amounts
received
during any Due
Period,
whether as late payments of Monthly Payments or as Insurance
Proceeds,
Liquidation
Proceeds or otherwise,
which
represent
late payments or
collections
of Monthly
Payments due but delinquent for a previous Due Period and not
previously recovered.
LIBOR:
With respect to any Distribution
Date, the arithmetic mean of the London
interbank
offered rate
quotations
for one-month
U.S.
Dollar
deposits,
expressed on a per annum basis,
determined in accordance
with
Section 1.02.
LIBOR
Business
Day:
Any day
other
than
(i) a
Saturday
or Sunday
or
(ii) a
day on which
banking
institutions in London, England are required or authorized to by
law to be closed.
LIBOR Rate
Adjustment
Date:
With
respect to each
Distribution
Date,
the second
LIBOR
Business Day
immediately preceding the commencement of the related Interest
Accrual Period.
Liquidation
Proceeds:
Amounts
(other
than
Insurance
Proceeds)
received
by the Master
Servicer
in
connection
with the
taking of an
entire
Mortgaged
Property
by
exercise
of the
power of
eminent
domain or
condemnation
or in connection with the liquidation of a defaulted Loan through
trustee's sale,
foreclosure
sale
or otherwise, other than REO Proceeds and Subsequent Recoveries.
Loan-to-Value
Ratio: As of any date, the fraction,
expressed as a percentage,
the numerator of which is
the current
principal
balance of the related Mortgage Loan at the date of
determination
(plus, in the case of a
junior lien Mortgage Loan, the principal
balance of the Senior
Mortgage Loan on the Related
Mortgaged
Property)
and the denominator of which is the Appraised Value of the related
Mortgaged Property.
Marker Rate:
With respect to the Class SB
Certificates
or the REMIC II
Regular
Interest SB-IO and any
Distribution
Date,
a per annum rate equal to two (2)
multiplied
by the weighted
average of the
Uncertificated
REMIC I
Pass-Through
Rates for each REMIC I Regular
Interest
(other than the REMIC I Regular
Interest AA) with
the rates on each such REMIC I Regular
Interest
(other than REMIC I
Regular
Interest ZZ) subject to a cap equal
to the Pass-Through
Rate for the corresponding
Class for such REMIC I Regular
Interest,
and the rate on REMIC I
Regular Interest ZZ subject to a cap of zero, in each case for
purposes of this calculation.
Maturity Date: With respect to each Class of Certificates
representing
ownership of regular
interest or
Uncertificated
Regular
Interests issued by each of REMIC I and REMIC II the latest
possible maturity date, solely
for
purposes of
Section 1.860G-1(a)(4)(iii) of
the
Treasury
Regulations,
by which the
Certificate
Principal
Balance of each such Class of
Certificates
representing a regular
interest in the Trust Fund would be reduced to
zero,
which is, for each such regular
interest,
the
Distribution
Date in March 2037, which is the Distribution
Date occurring in the month following the last scheduled monthly
payment of the Mortgage Loans.
Maximum
Mortgage
Loan Rate:
With
respect to the
Class A
and Class M
Certificates
and any
Interest
Accrual Period, 14.00% per annum.
Maximum
Mortgage
Rate:
With
respect to any
adjustable
rate
Mortgage
Loan,
the rate
indicated
in
Exhibit G
hereto as the "NOTE
CEILING,"
which rate is the maximum
interest
rate that may be applicable to such
adjustable rate Mortgage Loan at any time during the life of such
Mortgage Loan.
Maximum
Net
Mortgage
Rate:
With
respect
to any
adjustable
rate
Mortgage
Loan
and
any
date
of
determination,
the Maximum
Mortgage Rate minus the sum of (i) the
Subservicing
Fee Rate and (ii) the
Servicing
Fee Rate and, as to any fixed rate Mortgage Loan and any class of
determination, the Net Mortgage Rate thereof.
MERS:
Mortgage
Electronic
Registration
Systems,
Inc., a corporation
organized and existing under the
laws of the State of Delaware, or any successor thereto.
MERS(R)System:
The system of recording transfers of Mortgages electronically
maintained by MERS.
MI Policy:
The bulk primary mortgage
insurance
policy issued by the Mortgage
Insurance Policy Provider
on the Cut-off Date.
MIN:
The Mortgage Identification Number for Mortgage Loans registered
with MERS on the MERS(R)System.
Minimum
Mortgage
Rate:
With respect to any
adjustable
rate Mortgage Loan, the greater of (i) the Note
Margin and (ii) the rate
indicated in Exhibit G
hereto as the "NOTE FLOOR",
which rate may be applicable to such
adjustable
rate
Mortgage
Loan at any time during the life of such
adjustable
rate Mortgage Loan and, as to any
fixed rate Mortgage Loan and any date of determination, the Net
Mortgage Rate thereof.
Modified Mortgage Loan:
Any Mortgage Loan that has been the subject of a Servicing
Modification.
Modified
Mortgage
Rate:
With
respect
to
any
Mortgage
Loan
that
is
the
subject
of a
Servicing
Modification,
the Mortgage
Rate,
minus the rate per annum by which the Mortgage
Rate on such
Mortgage Loan was
reduced.
Modified
Net
Mortgage
Rate:
With
respect to any
Mortgage
Loan that is the
subject
of a
Servicing
Modification,
the Net Mortgage
Rate,
minus the rate per annum by which the Mortgage
Rate on such
Mortgage Loan
was reduced.
MOM Loan:
With respect to any Mortgage Loan,
MERS acting as the mortgagee of such Mortgage Loan,
solely
as nominee for the originator of such Mortgage Loan and its
successors and assigns, at the origination thereof.
Monthly
Payment:
With respect to any Mortgage Loan
(including any REO Property) and the Due Date in any
Due Period,
the payment of principal and interest due thereon in accordance
with the amortization
schedule at the
time applicable thereto (after adjustment,
if any, for Curtailments and for Deficient
Valuations
occurring prior
to such Due Date but before any adjustment to such
amortization
schedule by reason of any bankruptcy,
other than
a Deficient
Valuation,
or similar
proceeding or any
moratorium or similar waiver or grace period and before any
Servicing Modification that constitutes a reduction of the interest
rate on such Mortgage Loan).
Monthly
Strike Rate:
With respect to the Yield
Maintenance
Agreement and each
Distribution
Date, the
rate as set forth in the table below:
DISTRIBUTION DATE
MONTHLY STRIKE RATE (%)
4/25/2007
N/A
5/25/2007
5.59
6/25/2007
5.57
7/25/2007
5.49
8/25/2007
5.45
9/25/2007
5.44
10/25/2007
5.33
11/25/2007
5.28
12/25/2007
5.23
1/25/2008
5.15
2/25/2008
5.09
3/25/2008
5.05
4/25/2008
5.10
5/25/2008
5.07
6/25/2008
5.03
7/25/2008
4.99
8/25/2008
4.96
9/25/2008
4.92
10/25/2008
4.88
11/25/2008
4.85
12/25/2008
4.81
1/25/2009
4.78
2/25/2009
4.75
3/25/2009
4.71
4/25/2009
5.01
5/25/2009
5.00
6/25/2009
4.99
7/25/2009
4.98
8/25/2009
4.97
9/25/2009
4.96
10/25/2009
4.96
11/25/2009
4.95
12/25/2009
4.94
1/25/2010
4.93
2/25/2010
4.92
3/25/2010
4.91
4/25/2010
5.11
5/25/2010
5.11
6/25/2010
5.11
7/25/2010
5.11
8/25/2010
5.12
9/25/2010
5.12
10/25/2010
5.12
11/25/2010
5.12
12/25/2010
5.12
1/25/2011
5.12
2/25/2011
5.12
3/25/2011
5.12
4/25/2011
5.21
5/25/2011
5.21
6/25/2011
5.22
7/25/2011
5.22
8/25/2011
5.22
9/25/2011
5.22
10/25/2011
5.23
11/25/2011
5.23
12/25/2011
5.23
1/25/2012
5.23
2/25/2012
5.23
3/25/2012
5.23
Moody's:
Moody's Investors Service, Inc., or its successor in interest.
Mortgage:
With
respect to each
Mortgage
Note
related to a
Mortgage
Loan which is not a
Cooperative
Loan, the mortgage,
deed of trust or other comparable
instrument creating a first lien on an estate in fee simple
or leasehold
interest in real property
securing a Mortgage Note.
With respect to each
Obligation to Pay related
to a Sharia Mortgage Loan, the Sharia Mortgage Loan Security
Instrument.
Mortgage File: The mortgage
documents
listed in
Section 2.01
pertaining to a particular
Mortgage Loan
and any additional documents required to be added to the Mortgage
File pursuant to this Agreement.
Mortgage Insurance Co-Trustee:
LaSalle Bank National Association, or any successor thereto.
Mortgage Insurance Policy Provider:
Mortgage Guaranty
Insurance
Corporation,
a Wisconsin
corporation,
or any successor thereto.
Mortgage
Insurance
Policy
Provider
Default:
An event of
default
by the
Mortgage
Insurance
Policy
Provider under Section 2.8(b) of the
Endorsement to the Mortgage
Guaranty
Master Policy (which is part of the MI
Policy) or other event which would
result in the
cancellation
of
coverage
for all of the
Mortgage
Loans then
covered by the MI Policy.
Mortgage
Insurance
Premium:
As to any Mortgage Loan and any
Distribution
Date,
the aggregate
amount
payable to the Mortgage Insurance Policy Provider under the MI
Policy.
Mortgage
Insurance
Premium Rate:
As to each Mortgage Loan covered by the MI Policy,
the per annum rate
applicable to such Mortgage Loan as set forth in the MI Policy and
as may be adjusted from time to time.
Mortgage
Insurance
Premium Taxes Reserve Fund: An "outside
reserve fund" within the meaning of Treasury
regulation
Section
1.860G-2(h),
which is not an asset of any
REMIC,
and which is
established
and
maintained
pursuant to Section 4.13 hereof.
Ownership of the Mortgage
Insurance
Premium Taxes Reserve Fund shall be held by
Residential Funding.
Mortgage
Insurance
Premium Taxes Reserve Fund Deposit:
With respect to the Mortgage
Insurance
Premium
Taxes
Reserve
Fund,
an amount equal to $0.00 which the Trustee
shall
deposit
into the Trust Fund
pursuant to
Section 4.13 hereof.
Also, the Depositor may make additional
deposits into the Mortgage
Insurance
Premium Taxes
Reserve Fund after the Closing Date, which shall be included in the
Mortgage
Insurance
Premium Taxes Reserve Fund
Deposit.
Mortgage
Insurance
Premium
Taxes
Reserve Fund
Residual
Right:
The right to
distributions
from the
Mortgage
Insurance
Premium Taxes Reserve Fund as described in Section 4.11 hereof.
Residential
Funding as owner
of the Mortgage
Insurance
Premium Taxes Reserve Fund also shall be the holder of the Mortgage
Insurance
Premium
Taxes Reserve Fund Residual Right.
Mortgage
Loan
Accrued
Interest:
With
respect
to each Neg Am Loan and each Due
Date,
the
aggregate
amount of interest
accrued at the Mortgage
Rate in respect of such Mortgage Loan since the preceding Due Date
(or
in the case of the initial Due Date,
since the Cut-off
Date) to but not
including
such Due Date with respect to
which the Mortgage Loan Accrued
Interest is being
calculated in accordance
with the terms of such Mortgage Loan,
after giving
effect to any
previous
Principal
Prepayments,
Deficient
Valuation
or Debt Service
Reduction in
respect of such Neg Am Loan.
Mortgage Loan
Schedule:
The lists of the Mortgage
Loans
attached
hereto as Exhibit G (as amended from
time to time to reflect the
addition of Qualified
Substitute
Mortgage
Loans),
which lists shall set forth at a
minimum the following information as to each Mortgage Loan:
(i)
the Mortgage Loan identifying number ("RFC LOAN #");
(ii)
[Reserved];
(iii)
the
maturity of the
Mortgage
Note
("MATURITY
DATE" or
"MATURITY
DT") for Mortgage
Loans and if such Loan is a Balloon Loan, the amortization thereof;
(iv)
the Mortgage Rate as of origination ("ORIG RATE");
(v)
the Mortgage
Rate as of the Cut-off Date for an
adjustable
rate
Mortgage Loan ("CURR
RATE");
(vi)
the Net Mortgage Rate as of the Cut-off Date ("CURR NET");
(vii)
the
scheduled
monthly
payment of
principal,
if any,
and interest as of the Cut-off
Date ("ORIGINAL P & I" or "CURRENT P & I" for the
adjustable rate Mortgage Loans);
(viii)
the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(ix)
the Loan-to-Value Ratio at origination ("LTV");
(x)
a code "T",
"BT" or "CT" under the column "LN
FEATURE,"
indicating
that the Mortgage
Loan is secured by a second or vacation
residence
(the absence of any such code means the Mortgage
Loan
is secured by a primary residence);
(xi)
a code "N" under the column "OCCP CODE",
indicating
that the Mortgage
Loan is secured
by a non-owner
occupied
residence (the absence of any such code means the Mortgage Loan is
secured by an
owner occupied residence);
(xii)
the Maximum Mortgage Rate for the adjustable rate Mortgage Loans
("NOTE CEILING");
(xiii)
the Maximum Net Mortgage Rate for the adjustable rate Mortgage
Loans ("NET CEILING");
(xiv)
the Note Margin for the adjustable rate Mortgage Loans ("NOTE
MARGIN");
(xv)
the first
Adjustment
Date after the
Cut-off
Date for the
adjustable
rate
Mortgage
Loans ("NXT INT CHG DT");
(xvi)
the Periodic Cap for the adjustable
rate Mortgage Loans
("PERIODIC
DECR" or "PERIODIC
INCR");
(xvii)
(the
rounding
of the
semi-annual
or
annual
adjustment
to the
Mortgage
Rate with
respect to the adjustable rate Mortgage Loans ("NOTE METHOD"); and
(xviii)
whether the Mortgage Loan is covered by the MI Policy
("CODE 34"),
the absence of such
code representing that the Mortgage Loan is not covered by an MI
Policy.
Such
schedules
may
consist of
multiple
reports
that
collectively
set forth all of the
information
required.
Mortgage
Loans:
Such of the
mortgage
loans,
including
any Sharia
Mortgage
Loans,
transferred
and
assigned
to the Trustee
pursuant to Section
2.01 as from time to time are held or deemed to be held as a part
of
the Trust Fund, the Mortgage Loans originally so held being
identified in the initial Mortgage Loan Schedule,
and
Qualified
Substitute
Mortgage Loans held or deemed held as part of the Trust Fund
including,
without limitation,
(i) with
respect
to each
Cooperative
Loan,
the
related
Mortgage
Note,
Security
Agreement,
Assignment
of
Proprietary Lease,
Cooperative Stock Certificate,
Cooperative Lease and Mortgage File and all rights appertaining
thereto,
(ii) with respect to each Sharia
Mortgage
Loan,
the related
Obligation to Pay,
Sharia
Mortgage Loan
Security Instrument,
Sharia Mortgage Loan Co-Ownership
Agreement,
Assignment Agreement and Amendment of Security
Instrument
and Mortgage
File and all rights
appertaining
thereto and (iii) with respect to each
Mortgage
Loan
other than a Cooperative
Loan or a Sharia
Mortgage Loan, each related
Mortgage Note,
Mortgage and Mortgage File
and all rights appertaining thereto.
Mortgage
Note:
The
originally
executed
note
or
other
evidence
of
indebtedness
evidencing
the
indebtedness of a Mortgagor under a Mortgage Loan,
together with any
modification
thereto.
With respect to each
Sharia Mortgage Loan, the Obligation to Pay.
Mortgage Rate:
With respect to any Mortgage
Loan, the interest rate borne by the related
Mortgage Note,
or any
modification
thereto
other than a
Servicing
Modification.
The
Mortgage
Rate on the
adjustable
rate
Mortgage
Loans
will
adjust
on each
Adjustment
Date to equal
the sum
(rounded
to the
nearest
multiple
of
one-eighth of one percent
(0.125%) or up to the nearest
one-eighth
of one percent,
which are indicated by a "U"
on Exhibit G,
except in the case of the adjustable
rate Mortgage Loans indicated by an "X" on Exhibit G or hereto
under the
heading
"NOTE
METHOD"),
of the
related
Index
plus the Note
Margin,
in each case
subject
to the
applicable
Periodic Cap,
Maximum
Mortgage Rate and Minimum
Mortgage
Rate. As to any Sharia
Mortgage Loan, the
profit
factor
described in the related
Obligation
to Pay, or any
modification
thereto
other than a Servicing
Modification.
Mortgaged
Property:
The
underlying
real
property
securing
a
Mortgage
Loan,
or with
respect to a
Cooperative Loan, the related Cooperative Lease and Cooperative
Stock.
Mortgagor:
The obligor on a Mortgage
Note, or with respect to a Sharia
Mortgage
Loan,
the consumer on
an Obligation to Pay.
Neg Am Loan:
Any Mortgage
Loan
providing for negative
amortization,
as indicated in the Mortgage Loan
Schedule.
Net Mortgage
Rate:
With respect to any Mortgage Loan as of any date of
determination,
a per annum rate
equal to the Mortgage Rate for such Mortgage Loan as of such date
minus the Expense Fee Rate.
Net Swap Payment:
With respect to each
Distribution
Date, the net payment
required to be made pursuant
to the terms of the Swap Agreement by either the
Swap Counterparty or the Supplemental
Interest Trust Trustee, on
behalf of the
Supplemental
Interest
Trust,
which net payment
shall not take into account any
Swap Termination
Payment.
Net WAC Cap Rate:
With
respect to any
Distribution
Date, a per annum rate (which will not be less than
zero)
equal to the
excess of
(i) the
product
of (a) the
weighted
average
of the Net
Mortgage
Rates of the
Mortgage
Loans using the Net
Mortgage
Rates in effect for the
scheduled
payments
due on such
Mortgage
Loans
during the related Due Period, and (b) a fraction
expressed as a percentage,
the numerator of which is 30 and the
denominator of which is the actual number of days in the related
Interest
Accrual Period,
over (ii) the
product
of (a) a
fraction
expressed
as a percentage
the
numerator of which is the product of (x) the amount of any Net
Swap
Payments
or Swap
Termination
Payments
not
due to a Swap
Counterparty
Trigger
Event
owed to the
Swap
Counterparty
as of such
Distribution
Date and (y) 12,
and the
denominator
of which
is the
aggregate
Stated
Principal
Balance
of the
Mortgage
Loans
as of such
Distribution
Date,
and
(b) a
fraction
expressed
as a
percentage,
the numerator of which is 30 and the
denominator of which is the actual number of days in the related
Interest
Accrual
Period.
For federal income tax purposes,
however,
the foregoing
is expressed
as a per annum
rate
equal to the
weighted
average of the
Uncertificated
REMIC I
Pass-Through
Rates on the
REMIC I
Regular
Interests, weighted on the basis of the Uncertificated Principal
Balance of each such REMIC I Regular Interest.
Net WAC Cap Shortfall:
Any Class A Net WAC Cap Shortfall or Class M Net WAC Cap Shortfall.
Net WAC Cap
Shortfall
Carry-Forward
Amount:
Any Class A Net WAC Cap
Shortfall
Carry-Forward
Amount,
Class M Net WAC Cap Shortfall Carry-Forward Amount.
Non-Primary
Residence Loans:
The Mortgage Loans designated as secured by second or vacation
residences,
or by non-owner occupied residences, on the Mortgage Loan Schedule.
Non-United States Person:
Any Person other than a United States Person.
Nonrecoverable
Advance:
Any Advance
previously
made or
proposed to be made by the Master
Servicer or
Subservicer in respect of a Mortgage Loan (other than a Deleted
Mortgage
Loan) which,
in the good faith judgment
of the Master Servicer,
will not, or, in the case of a proposed Advance,
would not, be ultimately
recoverable by
the Master Servicer from related Late Collections,
Insurance Proceeds,
Liquidation
Proceeds or REO Proceeds.
To
the extent that any
Mortgagor is not
obligated
under the related
Mortgage
documents
to pay or
reimburse
any
portion
of any
Advances
that are
outstanding
with
respect
to the
related
Mortgage
Loan as a
result
of a
modification
of such Mortgage Loan by the Master
Servicer,
which forgives
amounts which the Master
Servicer or
Subservicer
had
previously
advanced,
and the
Master
Servicer
determines
that no other
source of payment or
reimbursement
for such advances is available to it, such Advances shall be deemed
to be
Nonrecoverable
Advances.
The
determination
by the Master
Servicer
that it has made a
Nonrecoverable
Advance
shall be
evidenced by an
Officer's
Certificate
delivered
to the
Depositor,
the
Trustee
and the
Master
Servicer
setting
forth such
determination,
which shall
include any other
information
or reports
obtained
by the Master
Servicer
such as
property operating statements,
rent rolls, property inspection reports and engineering reports,
which may support
such
determinations.
Notwithstanding
the above, the Trustee shall be entitled to rely upon any
determination by
the Master Servicer that any Advance previously made is a
Nonrecoverable
Advance or that any proposed Advance,
if
made, would constitute a Nonrecoverable Advance.
Nonsubserviced
Mortgage
Loan: Any Mortgage Loan that, at the time of reference
thereto,
is not subject
to a Subservicing Agreement.
Note Margin:
With respect to each
adjustable
rate Mortgage Loan, the fixed
percentage set forth in the
related
Mortgage Note and indicated in Exhibit G
hereto as the "NOTE
MARGIN,"
which
percentage is added to the
Index on each Adjustment Date to determine
(subject to rounding in accordance with the related
Mortgage Note, the
Periodic
Cap, the Maximum
Mortgage
Rate and the Minimum
Mortgage
Rate) the
interest
rate to be borne by such
adjustable rate Mortgage Loan until the next Adjustment Date.
Notional
Amount:
With
respect to the Class SB
Certificates
or the REMIC II
Regular
Interest
SB-IO,
immediately prior to any Distribution Date, the aggregate of the
Uncertificated
Principal Balances of the REMIC I
Regular Interests.
Obligation
to Pay:
The
originally
executed
obligation
to pay or
similar
agreement
evidencing
the
obligation of the consumer under a Sharia Mortgage Loan, together
with any modification thereto.
Officer's
Certificate:
A
certificate
signed
by the
Chairman
of the
Board,
the
President,
a Vice
President,
Assistant Vice President,
Director,
Managing
Director,
the Treasurer,
the Secretary,
an Assistant
Treasurer or an Assistant
Secretary of the Depositor or the Master Servicer,
as the case may be, and delivered to
the Trustee, as required by this Agreement.
Opinion of Counsel:
A written opinion of counsel
acceptable to the Trustee and the Master Servicer,
who
may be counsel for the Depositor or the Master
Servicer,
provided that any opinion of counsel
(i) referred to in
the definition of
"Disqualified
Organization"
or
(ii) relating
to the
qualification of REMIC I or REMIC II as
REMICs or compliance with the REMIC
Provisions
must,
unless
otherwise
specified,
be an opinion of Independent
counsel.
Optional
Termination
Date: Any Distribution
Date on or after which the Stated Principal
Balance (after
giving effect to distributions to be made on such
Distribution
Date) of the Mortgage Loans is less than 10.00% of
the Cut-off Date Balance.
Outstanding
Mortgage
Loan:
With respect to the Due Date in any Due Period,
a Mortgage Loan
(including
an REO Property) that was not the subject of a Principal
Prepayment in Full,
Cash
Liquidation or REO Disposition
and that was not
purchased,
deleted or
substituted
for prior to such Due Date pursuant to
Section 2.02,
2.03,
2.04, 4.07 or 4.08.
Overcollateralization
Amount:
With
respect to any
Distribution
Date,
the excess,
if any, of (a) the
aggregate Stated
Principal
Balance of the Mortgage Loans before giving effect to distributions
of principal to be
made on such
Distribution
Date over (b) the
aggregate
Certificate
Principal Balance of the Class A and Class M
Certificates
as of
such
date,
before
taking
into
account
distributions
of
principal
to be
made
on that
Distribution Date.
Overcollateralization Floor:
An amount equal to the product of 0.50% and the Cut-off Date
Balance.
Overcollateralization
Increase
Amount:
With respect to any
Distribution
Date,
an amount equal to the
lesser of (i) the sum of (a) Excess Cash Flow for that
Distribution
Date
available to make payments
pursuant to
Section
4.02(c)(xi),
amounts received by the Trust on that
Distribution Date available to make payments pursuant
to
Section
4.09(c)(ii)
and
amounts
received
by the
Supplemental
Interest
Trust on that
Distribution
Date
available
to make
payments
pursuant
to Section
4.10(c)(ii)
and (ii) the excess,
if any, of (x) the
Required
Overcollateralization
Amount
for that
Distribution
Date
over
(y) the
Overcollateralization
Amount
for that
Distribution Date.
Overcollateralization
Reduction
Amount:
With
respect
to any
Distribution
Date for which the
Excess
Overcollateralization
Amount is, or would be,
after
taking into
account all other
distributions
to be made on
such Distribution
Date,
greater than zero, an amount equal to the lesser of (i) the Excess
Overcollateralization
Amount for that Distribution Date and (ii) the Principal Remittance
Amount for such Distribution Date.
Ownership
Interest:
With
respect
to any
Certificate,
any
ownership
or
security
interest
in such
Certificate,
including any interest in such
Certificate
as the Holder
thereof and any other
interest
therein,
whether direct or indirect, legal or beneficial, as owner or as
pledgee.
Pass-Through
Rate:
With respect to the Class A
Certificates
and each Interest
Accrual
Period,
a per
annum rate equal to the least of (i) LIBOR plus the related Class A
Margin,
(ii) the
Maximum
Mortgage Loan Rate
and (iii) the Net WAC Cap Rate. With respect to the Class M
Certificates
and each Interest
Accrual Period, a per
annum rate equal to the least of (i) LIBOR plus the related Class M
Margin,
(ii) the
Maximum
Mortgage Loan Rate
and (iii) the Net WAC Cap Rate.
With respect to the Class SB
Certificates or the REMIC II
Regular Interest SB-IO, a per annum rate equal
to the
percentage
equivalent
of a fraction,
the
numerator of which is (x) the
sum,
for each REMIC I
Regular
Interest,
of the excess of the
Uncertificated
REMIC I
Pass-Through
Rate for such REMIC I Regular Interest over
the Marker Rate,
applied to the
Uncertificated
Notional Amount and the denominator of which is (y) the aggregate
Uncertificated Principal Balance of the REMIC I Regular Interests.
Paying Agent:
LaSalle Bank National Association, or any successor Paying Agent
appointed by the Trustee.
Percentage
Interest:
With
respect to any Class A
and Class M
Certificate,
the
undivided
percentage
ownership
interest in the related Class evidenced by such Certificate,
which percentage
ownership interest shall
be equal to the
Initial
Certificate
Principal
Balance
thereof
divided by the
aggregate
Initial
Certificate
Principal
Balance
of all of the
Certificates
of the same
Class.
The
Percentage
Interest
with
respect to a
Class SB Certificate or Class R Certificate shall be stated on the
face thereof.
Periodic Cap: With respect to each
adjustable
rate Mortgage
Loan, the periodic rate cap that limits the
increase or the decrease of the related
Mortgage Rate on any Adjustment
Date pursuant to the terms of the related
Mortgage Note.
Permitted Investments:
One or more of the following:
(i)
obligations
of or guaranteed as to principal and interest by the
United States
or any
agency or
instrumentality
thereof when such
obligations
are backed by the full faith and credit of the
United States;
(ii)
repurchase
agreements on
obligations
specified in
clause (i) maturing
not more than
one month from the date of
acquisition
thereof,
provided
that the unsecured
obligations
of the party
agreeing
to
repurchase
such
obligations
are at the time rated by each
Rating
Agency in its
highest
short-term rating available;
(iii)
federal funds,
certificates
of deposit,
demand
deposits,
time deposits and bankers'
acceptances
(which
shall each have an
original
maturity of not more than
90 days
and, in the case of
bankers'
acceptances,
shall in no event have an
original
maturity of more than 365 days or a remaining
maturity of more than 30 days)
denominated
in United States dollars of any U.S.
depository
institution
or trust
company
incorporated
under
the laws of the
United
States
or any
state
thereof
or of any
domestic branch of a foreign depository
institution or trust company;
provided that the debt obligations
of such
depository
institution
or trust company at the date of
acquisition
thereof have been rated by
each Rating
Agency in its highest
short-term
rating
available;
and,
provided
further
that,
if the
original
maturity
of
such
short-term
obligations
of
a
domestic
branch
of
a
foreign
depository
institution or trust company shall exceed
30 days,
the short-term
rating of such
institution
shall be
A-1+ in the case of Standard & Poor's if Standard & Poor's
is a Rating Agency;
(iv)
commercial
paper and demand
notes
(having
original
maturities
of not more than 365
days) of any
corporation
incorporated
under the laws of the United States or any state thereof which on
the date of acquisition has been rated by each Rating Agency in its
highest
short-term
rating available;
provided that such commercial
paper and demand notes shall have a remaining
maturity of not more than 30
days;
(v)
a money market fund or a qualified
investment
fund rated by each Rating
Agency in its
highest long-term rating available (which may be managed by the
Trustee or one of its Affiliates); and
(vi)
other
obligations
or
securities
that
are
acceptable
to each
Rating
Agency
as a
Permitted
Investment
hereunder and will not reduce the rating
assigned to any Class of
Certificates by
such
Rating
Agency
below
the
lower
of
the
then-current
rating
or the
rating
assigned
to
such
Certificates as of the Closing Date by such Rating Agency, as
evidenced in writing;
provided,
however,
that no instrument shall be a Permitted
Investment if it represents,
either (1) the right to
receive only interest
payments
with respect to the
underlying
debt
instrument or (2) the right to receive both
principal
and interest
payments
derived from
obligations
underlying
such
instrument
and the
principal
and
interest
payments with respect to such
instrument
provide a yield to maturity
greater than 120% of the yield to
maturity at par of such
underlying
obligations.
References
herein to the highest rating
available on unsecured
long-term
debt shall mean AAA in the case of Standard & Poor's and Fitch
and Aaa in the case of
Moody's,
and for
purposes of this Agreement,
any references
herein to the highest rating
available on unsecured
commercial paper
and short-term debt
obligations
shall mean the following:
A-1 in the case of Standard & Poor's,
P-1 in the case
of Moody's and F-1 in the case of Fitch;
provided,
however,
that any Permitted
Investment
that is a short-term
debt
obligation
rated A-1 by Standard & Poor's must satisfy the following
additional
conditions:
(i) the total
amount of debt from A-1 issuers
must be limited to the
investment
of monthly
principal
and
interest
payments
(assuming fully amortizing
collateral);
(ii) the total amount of A-1 investments must not represent more
than 20%
of the aggregate
outstanding
Certificate
Principal
Balance of the
Certificates
and each
investment
must not
mature beyond 30 days;
(iii) the terms of the debt must have a predetermined
fixed dollar amount of principal due
at maturity that cannot vary; and (iv) if the
investments
may be liquidated
prior to their maturity or are being
relied on to meet a certain
yield,
interest
must be tied to a single
interest
rate index
plus a single
fixed
spread (if any) and must move
proportionately
with that index.
Any Permitted
Investment
may be purchased by or
through the Trustee or its Affiliates.
Permitted
Transferee:
Any Transferee of a Class R
Certificate,
other than a Disqualified
Organization
or Non-United States Person.
Person:
Any
individual,
corporation,
limited
liability
company,
partnership,
joint
venture,
association,
joint-stock
company,
trust,
unincorporated
organization
or government or any agency or political
subdivision thereof.
Pool Stated
Principal
Balance:
With respect to any date of
determination,
the aggregate of the Stated
Principal
Balances
of each
Mortgage
Loan
that was an
Outstanding
Mortgage
Loan on the Due Date
immediately
preceding the Due Period preceding such date of determination.
Posted
Collateral
Account:
The separate
account
created and maintained by the
Supplemental
Interest
Trust Trustee, on behalf of the Supplemental Interest Trust,
pursuant to Section 4.11(e).
Prepayment
Assumption:
With respect to the Class A and Class M
Certificates,
the prepayment assumption
to be used for
determining
the
accrual of
original
issue
discount
and
premium
and market
discount on such
Certificates
for federal
income tax
purposes,
which
assumes a
prepayment
rate of 20% HEP with respect to the
fixed-rate
first lien Mortgage
Loans,
30% HEP with respect to the fixed rate second lien mortgage loans
and 100%
PPV with respect to the adjustable-rate Mortgage Loans.
Prepayment
Interest
Shortfall:
With respect to any Distribution
Date and any Mortgage Loan (other than
a Mortgage
Loan
relating to an REO Property)
that was the subject of (a) a
Principal
Prepayment in Full during
the related
Prepayment
Period,
an amount equal to the excess of one month's interest at the
related Net Mortgage
Rate (or Modified Net Mortgage Rate in the case of a Modified
Mortgage
Loan) on the Stated
Principal
Balance of
such
Mortgage
Loan over the amount of interest
(adjusted
to the
related Net
Mortgage
Rate (or
Modified
Net
Mortgage Rate in the case of a Modified
Mortgage
Loan)) paid by the Mortgagor for such
Prepayment
Period to the
date of such Principal
Prepayment in Full or (b) a
Curtailment
during the prior calendar
month, an amount equal
to one month's
interest at the related Net Mortgage
Rate (or Modified Net Mortgage Rate in the case of a Modified
Mortgage Loan) on the amount of such Curtailment.
Prepayment
Period:
With respect to any
Distribution
Date,
the calendar
month
preceding the month of
distribution.
Primary
Insurance Policy:
Each primary policy of mortgage
guaranty
insurance as indicated by a numeric
code on Exhibit G with the exception of either code "23" or "96"
under the column "MI CO CODE".
Principal
Distribution
Amount:
With respect to any
Distribution
Date, the lesser of (a) the excess of
(i) the
sum of (x) the
Available
Distribution
Amount for such
Distribution
Date,
plus any
amounts
received
pursuant to the Swap
Agreement
by the
Supplemental
Interest
Trust and amounts
received
pursuant to the Yield
Maintenance
Agreement by the Trust for the
Distribution
Date,
over (ii) the
Interest
Distribution
Amount and
(b) the sum of:
(i)
the principal
portion of each Monthly Payment
received or Advanced with respect to the
related Due Period on each Outstanding Mortgage Loan;
(ii)
the Stated
Principal
Balance
of any
Mortgage
Loan
repurchased
during the
related
Prepayment Period (or deemed to have been so repurchased in
accordance with
Section 3.07(b))
pursuant to
Section 2.02,
2.03,
2.04, 4.07 or 4.08, the amount of any shortfall
deposited in the Custodial
Account
in connection
with the
substitution
of a Deleted
Mortgage Loan pursuant to Section 2.03 or 2.04 during
the related
Prepayment
Period and the Stated Principal
Balance of Mortgage Loans purchased
pursuant to
Section 9.01 in connection with such Distribution Date, if
applicable;
(iii)
the
principal
portion of all other
unscheduled
collections,
other
than
Subsequent
Recoveries,
on the
Mortgage
Loans
(including,
without
limitation,
Principal
Prepayments
in
Full,
Curtailments,
Insurance
Proceeds,
Liquidation
Proceeds and
REO Proceeds)
received during the related
Prepayment
Period to the
extent
applied
by the Master
Servicer
as
recoveries
of
principal
of the
Mortgage Loans pursuant to Section 3.14;
(iv)
the
lesser
of
(a) Subsequent
Recoveries
for
such
Distribution
Date
and
(b) the
principal
portion of any Realized Losses
allocated to any Class of Certificates on a prior
Distribution
Date and remaining unreimbursed;
(v)
the sum of (I) the lesser of
(a) Excess
Cash Flow for that
Distribution
Date (to the
extent not used
pursuant
to
clause (iv) of
this
definition
on such
Distribution
Date) and
(b) the
principal
portion of any
Realized
Losses
incurred
(or deemed to have been
incurred)
on any Mortgage
Loans in the calendar month preceding such
Distribution
Date to the extent covered by Payments under the
Yield Maintenance
Agreement for that Distribution
Date, (II) the lesser of (a) payments
under the Yield
Maintenance
Agreement for that Distribution Date (to the extent not used
pursuant to clause (iv) of
this
definition on such
Distribution
Date) and (b) the
principal portion of any Realized Losses incurred (or
deemed to have been
incurred) on any Mortgage Loans in the calendar
month
preceding
such
Distribution
Date to the extent covered by payments under the Yield
Maintenance
Agreement for that
Distribution Date
and (III) the
lesser
of
(a) Net
Swap
Payments
for that
Distribution
Date (to the
extent
not used
pursuant to
clause (iv) of
this definition on such
Distribution
Date) and (b) the principal portion of
any
Realized
Losses
incurred (or deemed to have been
incurred)
on any Mortgage
Loans in the calendar
month preceding such
Distribution
Date to the extent covered by Net Swap Payments for that
Distribution
Date ; and
(vi)
the sum of (I) the lesser of (a) the
Excess
Cash Flow for such
Distribution
Date (to
the extent not used to cover Realized
Losses pursuant to
clause (iv) and
(v) of this definition on such
Distribution
Date)
and
(b) the
Overcollateralization
Increase
Amount
(without
giving
effect
to
Section 4.02(c)(xvii))
for such
Distribution
Date to the extent
covered
by Excess
Cash Flow for that
Distribution
Date,
(II) the lesser of (a) the
payments under the Yield
Maintenance
Agreement for such
Distribution
Date (to the extent not used to cover Realized
Losses
pursuant to
clause (iv) and
(v) of
this
definition on such
Distribution
Date) and (b) the
Overcollateralization
Increase Amount (without
giving
effect to
Section 4.02(c)(xvii)
and
Section
4.09(c)
(ii)) for such
Distribution
Date to the
extent
covered by payments under the Yield
Maintenance
Agreement for that
Distribution
Date and (III)
the
lesser of
(a) the
Net Swap
Payments
for such
Distribution
Date (to the extent not used to cover
Realized
Losses
pursuant
to
clause (iv) and
(v) of this
definition
on such
Distribution
Date) and
(b) the
Overcollateralization
Increase Amount (without giving effect to
Section 4.02(c)(xvii),
Section
4.09(c)(ii)
and
Section
4.10(c)(ii)
) for such
Distribution
Date to the
extent
covered by Net Swap
Payments for that Distribution Date;
minus
(vii)
the amount of any Overcollateralization Reduction Amount for such
Distribution Date;
(viii)
the amount of any Deferred
Interest paid out of principal
collections
on the Mortgage
Loans as part (other than
Subsequent
Recoveries)
of the Class A,
Class M-1,
Class M-2,
Class M-3 and
Class M-4 Interest Distribution Amounts, as applicable, for that
Distribution Date;
(ix)
the amount of any Capitalization Reimbursement Amount for such
Distribution Date; and
(x)
any Net
Swap
Payments
or Swap
Termination
Payments
not due to a Swap
Counterparty
Trigger Event owed to the Swap
Counterparty
to the extent not previously paid from interest or principal
collections on the Mortgage Loans.
provided,
however, that the Principal
Distribution Amount on any Distribution Date shall not be less than
zero or
greater than the aggregate Certificate Principal Balance of the
Class A and Class M Certificates.
Principal
Prepayment:
Any
payment of
principal
or other
recovery
on a Mortgage
Loan,
including
a
recovery that takes the form of
Liquidation
Proceeds or Insurance
Proceeds,
which is received in advance of its
scheduled
Due Date and is not
accompanied
by an amount as to interest
representing
scheduled
interest on such
payment due on any date or dates in any month or months subsequent
to the month of prepayment.
Principal
Prepayment
in Full:
Any
Principal
Prepayment
made by a Mortgagor
of the entire
principal
balance of a Mortgage Loan.
Principal
Remittance
Amount:
With respect to any Distribution Date, the sum of the amounts
described in
clauses (b)(i),
(b)(ii) and
(b)(iii) of
the definition of Principal
Distribution
Amount for that
Distribution
Date.
Program Guide: The Residential
Funding Seller Guide for mortgage
collateral
sellers that participate in
Residential
Funding's
standard
mortgage
programs,
and
Residential
Funding's
Servicing
Guide
and any other
subservicing
arrangements
which
Residential
Funding has arranged to
accommodate
the servicing of the Mortgage
Loans.
Purchase
Price:
With
respect
to any
Mortgage
Loan
(or REO
Property)
required
to be or
otherwise
purchased
on any
date
pursuant
to
Section 2.02,
2.03,
2.04,
4.07 or
4.08,
an
amount
equal to the sum of
(i) (a) if
such Mortgage Loan (or REO Property) is being purchased
pursuant to Sections 2.02,
2.03, 2.04 or 4.07
of this
Agreement,
100% of the Stated
Principal
Balance
thereof
plus the
principal
portion
of any
related
unreimbursed
Advances or (b) if such Mortgage Loan (or REO Property) is being
purchased
pursuant to Section 4.08
of this Agreement,
the greater of (1) 100% of the Stated Principal
Balance thereof plus the principal
portion of
any related
unreimbursed
Advances on such
Mortgage
Loan (or REO Property) and (2) the fair market value thereof
plus the principal portion of any related
unreimbursed
Advances and (ii) unpaid
accrued interest at the Adjusted
Mortgage
Rate (or Modified Net Mortgage Rate in the case of a Modified
Mortgage
Loan) plus the rate per annum at
which the Servicing Fee is
calculated,
or (b) in the case of a purchase made by the Master
Servicer,
at the Net
Mortgage Rate (or Modified Net Mortgage Rate in the case of a
Modified
Mortgage
Loan), in each case on the Stated
Principal
Balance
thereof to, but not including,
the first day of the month following the month of purchase from
the Due Date to which interest was last paid by the Mortgagor.
Qualified
Insurer:
A mortgage
guaranty
insurance
company duly qualified as such under the laws of the
state of its principal
place of business and each state having
jurisdiction
over such insurer in connection with
the insurance
policy issued by such insurer,
duly
authorized
and licensed in such states to transact a mortgage
guaranty
insurance
business in such states and to write the insurance
provided by the insurance policy issued by
it,
approved as a FNMA- or
FHLMC-approved
mortgage
insurer or having a claims paying ability rating of at least
"AA" or equivalent rating by a nationally recognized statistical
rating organization.
Any replacement insurer with
respect to a Mortgage
Loan must have at least as high a claims
paying
ability
rating as the insurer it replaces
had on the Closing Date.
Qualified
Substitute
Mortgage Loan: A Mortgage Loan substituted by Residential
Funding or the Depositor
for a
Deleted
Mortgage
Loan
which
must,
on the
date of
such
substitution,
as
confirmed
in an
Officers'
Certificate delivered to the Trustee,
(i) have an outstanding principal balance,
after deduction of the principal
portion of the monthly
payment due in the month of
substitution
(or in the case of a
substitution
of more than
one Mortgage Loan for a Deleted Mortgage Loan, an aggregate
outstanding
principal balance,
after such deduction),
not in excess of the Stated
Principal
Balance of the Deleted
Mortgage
Loan (the amount of any
shortfall
to be
deposited by Residential
Funding,
in the Custodial
Account in the month of
substitution);
(ii) have a Mortgage
Rate and a Net Mortgage
Rate no lower than and not more than 1% per annum
higher than the
Mortgage
Rate and Net
Mortgage
Rate,
respectively,
of the
Deleted
Mortgage
Loan
as of
the
date
of
substitution;
(iii) have
a
Loan-to-Value
Ratio at the time of
substitution
no higher than that of the Deleted
Mortgage Loan at the time of
substitution;
(iv) have
a remaining
term to stated
maturity
not greater
than (and not more than one year less
than) that of the Deleted
Mortgage Loan;
(v) comply with each
representation
and warranty set forth in Sections
2.03 and 2.04
hereof and
Section 4
of the
Assignment
Agreement;
and (vi) in the case of the
adjustable
rate
Mortgage
Loans,
(w) have a Mortgage
Rate that adjusts with the same
frequency
and based upon the same Index as
that of the
Deleted
Mortgage
Loan,
(x) have a Note
Margin
not less than that of the
Deleted
Mortgage
Loan;
(y) have a Periodic Rate Cap that is equal to that of the Deleted
Mortgage
Loan;
and (z) have a next
Adjustment
Date no later than that of the Deleted Mortgage Loan.
Rating
Agency:
Moody's and Standard & Poor's.
If any agency or a successor
is no longer in
existence,
"Rating Agency" shall be such
statistical
credit rating agency,
or other
comparable
Person,
designated by the
Depositor, notice of which designation shall be given to the
Trustee and the Master Servicer.
Realized
Loss:
With respect to each Mortgage Loan (or REO
Property) as to which a Cash
Liquidation
or
REO
Disposition
has occurred,
an amount (not less than zero) equal to (i) the
Stated
Principal
Balance of the
Mortgage Loan (or REO Property) as of the date of Cash
Liquidation or REO
Disposition,
plus
(ii) interest
(and
REO Imputed
Interest,
if any) at the Net Mortgage
Rate (or Modified Net Mortgage
Rate in the case of a Modified
Mortgage
Loan) from the Due Date as to which
interest was last paid or advanced to
Certificateholders
up to the
last day of the month in which the Cash Liquidation (or REO
Disposition)
occurred on the Stated Principal
Balance
of such
Mortgage
Loan (or REO
Property)
outstanding
during each Due Period that such
interest was not paid or
advanced to the extent,
with respect to Negative
Amortization
Loans, such interest does not constitute
Deferred
Interest that has been added to the principal
balance of such Mortgage Loan,
minus
(iii) the
proceeds,
if any,
received during the month in which such Cash
Liquidation (or REO Disposition)
occurred,
to the extent applied as
recoveries of interest at the Net Mortgage
Rate (or Modified Net Mortgage Rate in the case of a Modified
Mortgage
Loan) and to principal of the Mortgage
Loan, net of the portion
thereof
reimbursable
to the Master
Servicer or
any
Subservicer
with respect to related
Advances,
Servicing
Advances or other
expenses as to which the Master
Servicer or Subservicer is entitled to
reimbursement
thereunder
but which have not been
previously
reimbursed.
With respect to each
Mortgage Loan which is the subject of a Servicing
Modification,
(a) (1) the amount by which
the interest
portion of a Monthly
Payment or the
principal
balance of such Mortgage Loan was reduced or (2) the
sum of any other amounts owing under the Mortgage Loan that were
forgiven and that
constitute
Servicing
Advances
that are
reimbursable to the Master
Servicer or a Subservicer,
and (b) any such amount with respect to a Monthly
Payment
that
was or would
have
been due in the
month
immediately
following
the
month in which a
Principal
Prepayment
or the
Purchase
Price of such
Mortgage
Loan is
received or is deemed to have been
received.
With
respect to each Mortgage Loan which has become the subject of a
Deficient
Valuation,
the
difference
between the
principal
balance
of the
Mortgage
Loan
outstanding
immediately
prior
to such
Deficient
Valuation
and the
principal
balance of the Mortgage Loan as reduced by the Deficient
Valuation.
With respect to each Mortgage Loan
which
has
become
the
object
of
a
Debt
Service
Reduction,
the
amount
of
such
Debt
Service
Reduction.
Notwithstanding
the above,
neither a Deficient
Valuation nor a Debt Service Reduction shall be deemed a Realized
Loss
hereunder so long as the Master
Servicer
has
notified
the Trustee in writing that the Master
Servicer is
diligently
pursuing any
remedies
that may exist in
connection
with the
representations
and
warranties
made
regarding
the related
Mortgage
Loan and either
(A) the
related
Mortgage Loan is not in default with regard to
payments due thereunder or
(B) delinquent
payments of principal and interest under the related
Mortgage Loan and
any premiums on any applicable
primary hazard
insurance policy and any related escrow payments in respect of such
Mortgage
Loan are being
advanced
on a current
basis by the Master
Servicer
or a
Subservicer,
in either case
without giving effect to any Debt Service Reduction.
To the extent the Master Servicer
receives
Subsequent
Recoveries with respect to any Mortgage Loan, the
amount of the Realized Loss with respect to that Mortgage
Loan will be reduced to the extent such
recoveries
are
applied to reduce the Certificate Principal Balance of any Class of
Certificates on any Distribution Date.
Realized Losses
allocated to the Class SB
Certificates
shall be allocated first to the REMIC II Regular
Interest
SB-IO in
reduction of the accrued but unpaid
interest
thereon
until such accrued and unpaid
interest
shall have been
reduced to zero and then to the REMIC II
Regular
Interest
SB-PO in
reduction of the
Principal
Balance thereof.
Record
Date:
With
respect
to
each
Distribution
Date
and
the
Class A
Certificates
and
Class M
Certificates
which
are
Book-Entry
Certificates,
the
close
of
business
on the
Business
Day
prior to such
Distribution Date.
With
respect
to each
Distribution
Date and the
Certificates
(other
than
the
Class A
and
Class M
Certificates),
the close of business on the last
Business Day of the month next
preceding the month in which the
related Distribution Date occurs, except in the case of the first
Record Date, which shall be the Closing Date.
Reference Bank Rate:
As defined in Section 1.02.
Regular Interest:
Any one of the regular interests in the Trust Fund.
Regulation
AB:
Subpart
229.1100
-
Asset
Backed
Securities
(Regulation
AB),
17
C.F.R.
ss.ss.229.1100-229.1123,
as
such
may
be
amended
from
time
to
time,
and
subject
to
such
clarification
and
interpretation
as
have
been
provided
by the
Commission
in the
adopting
release
(Asset-Backed
Securities,
Securities
Act
Release
No.
33-8518,
70 Fed.
Reg.
1,506,
1,531
(January
7,
2005))
or by the staff of the
Commission, or as may be provided by the Commission or its staff
from time to time.
Relief Act:
The Servicemembers Civil Relief Act, as amended.
Relief
Act
Shortfalls:
Interest
shortfalls
on the
Mortgage
Loans
resulting
from the Relief Act or
similar legislation or regulations.
REMIC:
A "real estate mortgage investment conduit" within the meaning of
Section 860D of the Code.
REMIC
Administrator:
Residential Funding Company,
LLC. If Residential Funding Company,
LLC is found by
a court of competent
jurisdiction
to no longer be able to fulfill its
obligations as REMIC
Administrator
under
this Agreement the Master
Servicer or Trustee acting as successor
master servicer shall appoint a successor REMIC
Administrator, subject to assumption of the REMIC Administrator
obligations under this Agreement.
REMIC I:
The
segregated
pool of assets subject hereto
(exclusive of the Yield
Maintenance
Agreement,
the Supplemental
Interest Trust Account,
the Swap Agreement and the Mortgage Insurance Premium Taxes Reserve
Fund
and any
payments
thereunder,
which are not assets of any REMIC),
constituting
a portion of the
primary
trust
created
hereby and to be
administered
hereunder,
with respect to which a separate REMIC election is to be made,
consisting of: (i) the
Mortgage Loans and the related
Mortgage
Files;
(ii) all
payments on and
collections in
respect of the
Mortgage
Loans due after the Cut-off
Date (other than
Monthly
Payments
due in the month of the
Cut-off
Date) as shall be on deposit in the
Custodial
Account or in the
Certificate
Account and
identified as
belonging
to the Trust Fund;
(iii) property
which
secured a Mortgage
Loan and which has been
acquired for the
benefit
of the
Certificateholders
by
foreclosure
or deed in lieu of
foreclosure;
(iv) the
hazard
insurance
policies and Primary Insurance
Policies
pertaining to the Mortgage Loans, if any; and rights under the MI
Policy,
if any, and (v) all proceeds of clauses (i) through (iv) above.
REMIC I
Regular
Interest:
Any
of the
separate
non-certificated
beneficial
ownership
interests
in
REMIC I issued
hereunder and designated as a "regular
interest" in REMIC I.
Each REMIC I Regular
Interest shall
accrue interest at the related
Uncertificated
REMIC I Pass-Through Rate in effect from time to time, and shall be
entitled to distributions of principal,
subject to the terms and conditions
hereof,
in an aggregate amount equal
to
its
initial
Uncertificated
Principal
Balance
as
set
forth
in
the
Preliminary
Statement
hereto.
The
designations for the respective REMIC I Regular Interests are set
forth in the Preliminary Statement hereto.
REMIC I
Interest
Loss
Allocation
Amount:
With respect to any
Distribution
Date,
an amount equal to
(a) the
product of (i) the
aggregate
Uncertificated
Principal
Balance of the REMIC I
Regular
Interests
then
outstanding and (ii) the
Uncertificated
Pass-Through
Rate for REMIC I Regular Interest AA minus the Marker Rate,
divided by (b) 12.
REMIC I
Overcollateralized
Amount:
With respect to any date of
determination,
(i) 1% of the aggregate
Uncertificated
Principal
Balances
of the REMIC I
Regular
Interests
minus
(ii) the
aggregate
Uncertificated
Principal
Balances of the REMIC I
Regular
Interests
(other than REMIC I
Regular
Interests AA and ZZ), in each
case as of such date of determination.
REMIC I Principal Loss Allocation
Amount:
With respect to any Distribution
Date, an amount equal to the
product of (i) the
aggregate
Stated
Principal
Balance of the Mortgage Loans then outstanding and (ii) 1 minus a
fraction,
the numerator of which is two times the sum of the Uncertificated
Principal Balances of REMIC I Regular
Interests
A-1,
A-2,
A-3, M-1,
M-2, M-3 and M-4 and the
denominator
of which is the sum of the
Uncertificated
Principal Balances of A-1, A-2, A-3, M-1, M-2, M-3, M-4 and ZZ.
REMIC I
Regular
Interest AA: A regular
interest in REMIC I
that is held as an asset of REMIC II,
that
has an initial
principal balance equal to the related
Uncertificated
Principal
Balance,
that bears interest at
the related Uncertificated REMIC I Pass-Through Rate, and that has
such other terms as are described herein.
REMIC I
Regular
Interest A-1: A regular
interest in REMIC I that is held as an asset of REMIC II,
that
has an initial
principal balance equal to the related
Uncertificated
Principal
Balance,
that bears interest at
the related Uncertificated REMIC I Pass-Through Rate, and that has
such other terms as are described herein.
REMIC I
Regular
Interest A-2: A regular
interest in REMIC I that is held as an asset of REMIC II,
that
has an initial
principal balance equal to the related
Uncertificated
Principal
Balance,
that bears interest at
the related Uncertificated REMIC I Pass-Through Rate, and that has
such other terms as are described herein.
REMIC I
Regular
Interest A-3: A regular
interest in REMIC I that is held as an asset of REMIC II,
that
has an initial
principal balance equal to the related
Uncertificated
Principal
Balance,
that bears interest at
the related Uncertificated REMIC I Pass-Through Rate, and that has
such other terms as are described herein.
REMIC I
Regular
Interest M-1: A regular
interest in REMIC I that is held as an asset of REMIC II,
that
has an initial
principal balance equal to the related
Uncertificated
Principal
Balance,
that bears interest at
the related Uncertificated REMIC I Pass-Through Rate, and that has
such other terms as are described herein.
REMIC I
Regular
Interest M-2: A regular
interest in REMIC I that is held as an asset of REMIC II,
that
has an initial
principal balance equal to the related
Uncertificated
Principal
Balance,
that bears interest at
the related Uncertificated REMIC I Pass-Through Rate, and that has
such other terms as are described herein.
REMIC I
Regular
Interest M-3: A regular
interest in REMIC I that is held as an asset of REMIC II,
that
has an initial
principal balance equal to the related
Uncertificated
Principal
Balance,
that bears interest at
the related Uncertificated REMIC I Pass-Through Rate, and that has
such other terms as are described herein.
REMIC I
Regular
Interest M-4: A regular
interest in REMIC I that is held as an asset of REMIC II,
that
has an initial
principal balance equal to the related
Uncertificated
Principal
Balance,
that bears interest at
the related Uncertificated REMIC I Pass-Through Rate, and that has
such other terms as are described herein.
REMIC I
Regular
Interest ZZ: A regular
interest in REMIC I
that is held as an asset of REMIC II,
that
has an initial
principal balance equal to the related
Uncertificated
Principal
Balance,
that bears interest at
the related Uncertificated REMIC I Pass-Through Rate, and that has
such other terms as are described herein.
REMIC I Regular Interest ZZ Maximum
Interest
Deferral
Amount:
With respect to any
Distribution
Date,
the excess of
(i) Uncertificated
Accrued Interest
calculated with the REMIC I Regular Interest ZZ Uncertificated
Pass-Through Rate and an Uncertificated
Principal Balance equal to the excess of (x) the Uncertificated
Principal
Balance of REMIC I
Regular
Interest ZZ over
(y) the
REMIC I
Overcollateralized
Amount,
in each case for such
Distribution
Date, over (ii) the sum of
Uncertificated
Accrued
Interest on REMIC I Regular Interest A-1 through
REMIC I
Regular
Interest M-4, with the rate on each such REMIC I Regular
Interest
subject to a cap equal to the
Pass-Through Rate for the corresponding Class for the purpose of
this calculation.
REMIC II:
The segregated pool of assets described in the Preliminary
Statement.
REMIC II
Regular
Interest:
Any
"regular
interest"
issued
by
REMIC II
the
ownership
of
which is
evidenced by a Class A Certificate, Class M Certificate or the
Class SB Certificate.
REMIC II Regular Interest SB-IO: A separate
non-certificated
regular interest of REMIC II
designated as
a REMIC II
Regular
Interest.
REMIC II Regular Interest SB-IO shall have no entitlement to
principal and shall be
entitled to distributions of interest subject to the terms and
conditions
hereof,
in an aggregate amount equal to
interest distributable with respect to the Class SB Certificates
pursuant to the terms and conditions hereof.
REMIC II Regular Interest SB-PO: A separate
non-certificated
regular interest of REMIC II
designated as
a REMIC II
Regular
Interest.
REMIC II
Regular Interest SB-PO shall have no entitlement to interest and
shall be
entitled to distributions
of principal
subject to the terms and conditions
hereof,
in an aggregate amount equal
to principal distributable with respect to the Class SB
Certificates pursuant to the terms and conditions hereof.
REMIC
Provisions:
Provisions of the federal income tax law relating to real estate
mortgage
investment
conduits,
which
appear at Sections
860A through
860G of
Subchapter
M of
Chapter 1
of the Code,
and related
provisions,
and temporary and final
regulations (or, to the extent not inconsistent
with such temporary or final
regulations,
proposed regulations) and published rulings,
notices and announcements
promulgated
thereunder,
as
the foregoing may be in effect from time to time.
REMIC Regular Interests:
the REMIC I Regular Interests and REMIC II Regular Interests.
REO
Acquisition:
The
acquisition by the Master Servicer on behalf of the Trustee for the
benefit of the
Certificateholders of any REO Property pursuant to Section 3.14.
REO
Disposition:
With respect to any REO Property,
a
determination
by the Master Servicer that it has
received
substantially
all
Insurance
Proceeds,
Liquidation
Proceeds,
REO Proceeds
and
other
payments
and
recoveries
(including
proceeds of a final sale) which the Master Servicer expects to be
finally
recoverable from
the sale or other disposition of the REO Property.
REO
Imputed
Interest:
With
respect
to any REO
Property,
for any
period,
an amount
equivalent
to
interest
(at a rate
equal to the sum of the Net
Mortgage
Rate that would have been
applicable
to the
related
Mortgage
Loan had it been
outstanding
net of
amounts
that would have been
Deferred
Interest,
if any) on the
unpaid principal balance of the Mortgage Loan as of the date of
acquisition thereof for such period.
REO
Proceeds:
Proceeds,
net of expenses,
received in respect of any REO Property
(including,
without
limitation,
proceeds from the rental of the related Mortgaged
Property or with respect to a Cooperative Loan, the
related
Cooperative
Apartment)
which proceeds are required to be deposited into the Custodial
Account only upon
the related REO Disposition.
REO Property:
A Mortgaged
Property acquired by the Master Servicer,
on behalf of the Trust Fund for the
benefit of the Certificateholders
pursuant to Section 3.14,
through foreclosure or deed in lieu of foreclosure in
connection with a defaulted Mortgage Loan.
Reportable
Modified
Mortgage
Loan:
Any Mortgage
Loan that
(i) has
been subject to an interest
rate
reduction,
(ii) has
been
subject to a term
extension
or
(iii) has
had amounts
owing on such
Mortgage
Loan
capitalized by adding such amount to the Stated Principal Balance
of such Mortgage Loan;
provided,
however,
that
a Mortgage Loan
modified in
accordance
with
clause (i) above
for a temporary
period shall not be a Reportable
Modified
Mortgage
Loan if such
Mortgage
Loan has not been
delinquent in payments of principal and interest for
six months since the date of such modification if that interest
rate reduction is not made permanent thereafter.
Repurchase Event:
As defined in the Assignment Agreement.
Request for Release:
A request for
release,
the form of which is attached as
Exhibit H
hereto,
or an
electronic request in a form acceptable to the Custodian.
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,
the Program Guide or the related
Subservicing
Agreement in
respect of such Mortgage Loan.
Required
Overcollateralization
Amount:
With respect to any Distribution
Date, (a) if such Distribution
Date is prior to the
Stepdown
Date,
the sum of
approximately
3.00% of the
aggregate
Cut-off
Date
Principal
Balance
of the
mortgage
loans
and an
amount
by which
the
Certificate
Principal
Balances
of the Class M-4
Certificates
have been reduced by any payments
from Excess Cash Flow
pursuant to Section
4.02(c)(xvii),
on any
prior
Distribution
Dates,
or (b) if such
Distribution
Date is on or after the Stepdown Date, the lesser of (i)
the sum of (1)
approximately
3.00% of the aggregate
Cut-off Date Principal Balance of the mortgage loans and (2)
the amount by which the
Certificate
Principal
Balances of the Class M-4
Certificates
have been
reduced by any
payments
from Excess Cash Flow pursuant to Section
4.02(c)(xvii),
on any prior
Distribution
Dates and (ii) the
greater of (1) the excess of (x) approximately
8.40% of the then current aggregate
outstanding
Principal Balance
of the mortgage
loans after
giving
effect to
distributions
to be made on that
Distribution
Date over (y) the
aggregate
Class
Certificate
Balance
of the
Class M-4
Certificates
and (2) the
Overcollateralization
Floor.
Notwithstanding
the foregoing,
if a Trigger Event is in effect, the Required
Overcollateralization
Amount shall
be an amount equal to the Required
Overcollateralization
Amount for the immediately
preceding
Distribution Date
plus any amount by which the
Certificate
Principal
Balances of the Class M-4
Certificates
have been reduced by
any payments of Excess Cash Flow pursuant to Section 4.02(c)(xvii)
for the prior Distribution Date.
Residential
Funding:
Residential
Funding Company,
LLC, a Delaware limited
liability
company,
in its
capacity as seller of the
Mortgage
Loans to the
Depositor
and not in its capacity as Master
Servicer,
and any
successor thereto.
Responsible
Officer:
When
used
with
respect
to the
Trustee,
any
officer
of the
Corporate
Trust
Department of the Trustee,
including any Senior Vice President,
any Vice President, any Assistant Vice President,
any Assistant
Secretary,
any Trust Officer or Assistant
Trust Officer,
or any other officer of the Trustee,
in
each case with direct responsibility for the administration of this
Agreement.
RFC Exemption:
As defined in Section 5.02(e)(ii).
Rule 144A:
Rule 144A under the Securities Act of 1933, as in effect from time
to time.
Securitization
Transaction:
Any
transaction
involving
a sale or
other
transfer
of
mortgage
loans
directly or
indirectly
to an issuing
entity in
connection
with an issuance
of publicly
offered or
privately
placed, rated or unrated mortgage-backed securities.
Security
Agreement:
With respect to a Cooperative
Loan, the agreement
creating a security
interest in
favor of the originator in the related Cooperative Stock.
Senior
Enhancement
Percentage:
For any Distribution
Date, the percentage
obtained by dividing (x) the
sum
of
(i) the
aggregate
Certificate
Principal
Balance
of
the
Class M
Certificates
and
(ii) the
Overcollateralization
Amount, in each case prior to the distribution of the Principal
Distribution Amount on such
Distribution
Date, by (y) the
aggregate
Stated
Principal
Balance of the Mortgage
Loans after giving effect to
distributions to be made on that Distribution Date.
Servicing Accounts:
The account or accounts created and maintained pursuant to Section
3.08.
Servicing
Advances:
All customary,
reasonable and necessary "out of pocket" costs and expenses
incurred
in connection with a default,
delinquency or other
unanticipated event by the Master Servicer or a Subservicer in
the
performance of its servicing
obligations,
including,
but not limited to, the cost of (i) the
preservation,
restoration
and
protection
of a
Mortgaged
Property
(or,
with
respect to a
Cooperative
Loan,
the
related
Cooperative
Apartment),
(ii) any
enforcement
or judicial
proceedings,
including
foreclosures,
including any
expenses
incurred in relation to any such
proceedings
that result from the Mortgage Loan being registered on the
MERS System,
(iii) the management and liquidation of any REO Property,
(iv) any mitigation procedures implemented
in accordance
with
Section 3.07
and
(v) compliance
with the
obligations
under
Sections
3.01,
3.08,
3.11,
3.12(a) and 3.14, including,
if the Master Servicer or any Affiliate of the Master Servicer
provides services such
as appraisals
and brokerage
services that are
customarily
provided by Persons other than
servicers of mortgage
loans, reasonable compensation for such services.
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: With respect to any Mortgage Loan and
Distribution
Date,
the fee payable
monthly to the
Master Servicer in respect of master servicing
compensation
that accrues at an annual rate equal to the Servicing
Fee Rate
multiplied
by the Stated
Principal
Balance of such
Mortgage
Loan as of the
related
Due Date in the
related Due Period, as may be adjusted pursuant to Section 3.16(e).
Servicing
Fee Rate:
With respect to any Mortgage
Loan,
the per annum rate
designated
on the Mortgage
Loan Schedule as the "MSTR SERV FEE" as may be adjusted with
respect to successor
Master
Servicers as provided in
Section 7.02, which rate shall never be greater than the Mortgage
Rate of such Mortgage Loan.
Servicing
Modification:
Any
reduction
of the
interest
rate on or the Stated
Principal
Balance of a
Mortgage
Loan,
any
extension
of the final
maturity
date of a Mortgage
Loan,
and any
increase to the Stated
Principal
Balance of a Mortgage Loan by adding to the Stated
Principal
Balance unpaid principal and interest and
other amounts owing under the Mortgage
Loan,
in each case pursuant to a
modification
of a Mortgage Loan that is
in default, or for which, in the judgment of the Master Servicer,
default is reasonably
foreseeable in accordance
with Section 3.07(a).
Servicing
Officer:
Any
officer
of
the
Master
Servicer
involved
in,
or
responsible
for,
the
administration
and
servicing
of the
Mortgage
Loans
whose
name and
specimen
signature
appear
on a list of
servicing
officers
furnished
to the Trustee on the Closing
Date by the Master
Servicer,
as such list may from
time to time be amended.
Sharia
Mortgage
Loan: A declining
balance
co-ownership
transaction,
structured
so as to comply with
Islamic religious law.
Sharia
Mortgage Loan
Co-Ownership
Agreement:
The agreement that defines the
relationship
between the
consumer and co-owner and the parties'
respective rights under a Sharia Mortgage Loan,
including their respective
rights with respect to the indicia of ownership of the related
Mortgaged Property.
Sharia
Mortgage
Loan
Security
Instrument:
The
mortgage,
security
instrument
or
other
comparable
instrument
creating a first lien on an estate in fee simple or
leasehold
interest in real
property
securing an
Obligation to Pay.
Sixty-Plus
Delinquency
Percentage:
With respect to any Distribution
Date the fraction,
expressed as a
percentage,
equal to (x) the
aggregate
Stated
Principal
Balance of the Mortgage Loans that are 60 or more days
delinquent
in
payment
of
principal
and
interest
for that
Distribution
Date,
including
Mortgage
Loans in
foreclosure
and REO
Properties,
over (y) the
aggregate
Stated
Principal
Balance of all of the Mortgage Loans
immediately preceding that Distribution Date.
Standard & Poor's:
Standard & Poor's Rating Services,
a division of The McGraw-Hill
Companies,
Inc. or
its successors in interest.
Startup Date:
The day designated as such pursuant to Article X hereof.
Stated Principal
Balance:
With respect to any Mortgage Loan or related REO Property,
at any given time,
(i) the sum of (a) the
Cut-off Date Principal
Balance of the Mortgage Loan,
(b) any
Deferred
Interest added to
the
principal
balance of the Mortgage Loan pursuant to the terms of the Mortgage
Note,
(c) any
amount by which
the Stated Principal Balance of the Mortgage Loan has been
increased
pursuant to a Servicing
Modification,
minus
(ii) the sum of (a) the
principal
portion of the Monthly
Payments due with respect to such
Mortgage Loan or REO
Property
during each Due Period
commencing on the first Due Period after the Cut-Off Date and
ending with the Due
Period
related to the most recent
Distribution
Date which were
received or with respect to which an Advance was
made,
and (b) all
Principal
Prepayments
with respect to such Mortgage
Loan or REO Property,
and all Insurance
Proceeds,
Liquidation
Proceeds and REO Proceeds,
to the extent
applied by the Master
Servicer as recoveries of
principal in accordance with
Section 3.14
with respect to such Mortgage Loan or REO Property,
in each case which
were
distributed
pursuant to Section 4.02 or 4.03 on any previous
Distribution
Date, and (c) any
Realized Loss
incurred with respect to such Mortgage Loan allocated to
Certificateholders
with respect thereto for any previous
Distribution Date.
Stepdown Date: The earlier to occur of (i) the
Distribution
date after which the
Certificate
Principal
Balance of the Class A Certificates
has been reduced to zero, and (ii) the later to occur of (a) the
distribution
Date
occurring
in April
2010 and (b) the first
Distribution
Date on which the
Senior
Enhancement
Percentage
(calculated for this purpose only after taking into account
distributions
of principal on the mortgage loans, but
prior
to any
distribution
of
principal
to the
holders
of the
Certificates)
is
equal
to or
greater
than
approximately 26.50%.
Subordination:
The provisions described in Section 4.05 relating to the allocation
of Realized Losses.
Subordination
Percentage:
With
respect
to
the
Class A
Certificates,
73.50%;
with
respect
to the
Class M-1 Certificates,
81.40%; with respect to the Class M-2 Certificates,
87.80%; with respect to the Class M-3
Certificates, 91.60%; and with respect to the Class M-4
Certificates, 94.00%.
Subsequent
Recoveries:
As of any Distribution
Date, amounts received by the Master Servicer (net of any
related
expenses
permitted
to be
reimbursed
pursuant to
Section 3.10)
or surplus
amounts held by the Master
Servicer to cover estimated expenses
(including,
but not limited to, recoveries in respect of the representations
and
warranties
made by the related
Seller
pursuant to the
applicable
Seller's
Agreement
and assigned to the
Trustee
pursuant
to
Section 2.04)
specifically
related
to a
Mortgage
Loan
that was the
subject
of a Cash
Liquidation or an REO Disposition prior to the related Prepayment
Period and that resulted in a Realized Loss.
Subserviced
Mortgage
Loan:
Any Mortgage
Loan that, at the time of reference
thereto,
is subject to a
Subservicing Agreement.
Subservicer:
Any Person with whom the Master
Servicer has entered into a Subservicing
Agreement and who
generally
satisfied
the
requirements
set
forth in the
Program
Guide in
respect
of the
qualification
of a
Subservicer as of the date of its approval as a Subservicer by the
Master Servicer.
Subservicer
Advance:
Any
delinquent
installment
of principal and interest on a Mortgage Loan which is
advanced by the related Subservicer (net of its Subservicing Fee)
pursuant to the Subservicing Agreement.
Subservicing Account:
An account established by a Subservicer in accordance with Section
3.08.
Subservicing
Agreement:
The written
contract
between the Master Servicer and any Subservicer
relating
to servicing and
administration
of certain Mortgage Loans as provided in
Section 3.02,
generally in the form of
the servicer
contract
referred to or contained in the Program Guide or in such other form
as has been approved by
the Master Servicer and the Depositor.
Subservicing
Fee: With respect to any Mortgage Loan, the fee payable
monthly to the related
Subservicer
(or, in the case of a
Nonsubserviced
Mortgage Loan, to the Master
Servicer) in respect of subservicing and other
compensation
that accrues with respect to each
Distribution
Date at an annual rate equal to the Subservicing Fee
Rate
multiplied
by the Stated
Principal
Balance of such Mortgage Loan as of the related Due Date in the
related
Due Period.
Subservicing Fee Rate:
The per annum rate designated on the Mortgage Loan Schedule as the
"SUBSERV FEE".
Supplemental
Interest
Trust
Account:
The
separate
trust
account
created
and
maintained
by
the
Supplemental Interest Trust Trustee pursuant to Section 4.10(a).
Supplemental
Interest
Trust:
The separate
trust created and
maintained by the
Supplemental
Interest
Trust Trustee pursuant to Section 4.10(a).
The primary activities of the Supplemental Interest Trust shall be:
(i)
holding the Swap Agreement;
(ii)
receiving collections or making payments with respect to the Swap
Agreement; and
(iii)
engaging in other
activities
that are
necessary or incidental
to
accomplish
these limited
purposes,
which
activities
cannot be
contrary
to the status of the
Supplemental
Interest
Trust as a qualified
special purpose entity under existing accounting literature.
Supplemental Interest Trust Trustee: as defined in the preamble
hereto.
Swap Agreement:
The interest
rate swap
agreement
between the
Swap Counterparty
and the
Supplemental
Interest
Trust
Trustee,
on behalf of the
Supplemental
Interest
Trust,
effective on the date set forth in the
confirmation relating thereto,
which agreement provides for Net Swap Payments and Swap Termination
Payments to be
paid, as provided
therein,
together with any
schedules,
confirmations
or other
agreements
relating
thereto,
attached hereto as Exhibit U.
Swap Agreement
Notional Balance:
As to the
Swap Agreement and each Floating Rate Payer Payment Date (as
defined in the Swap Agreement),
the lesser of (i) the aggregate
Certificate
Principal Balance of the Class A and
Class M Certificates on that Distribution Date or (ii) the amount
set forth below:
DISTRIBUTION DATE
NOTIONAL BALANCE ($)
4/25/2007
310,426,360.81
5/25/2007
300,830,570.91
6/25/2007
291,070,636.90
7/25/2007
276,144,396.69
8/25/2007
264,436,819.66
9/25/2007
254,284,031.80
10/25/2007
244,184,933.86
11/25/2007
233,895,137.68
12/25/2007
222,365,204.77
1/25/2008
213,487,201.02
2/25/2008
205,063,777.38
3/25/2008
196,953,357.74
4/25/2008
189,223,015.44
5/25/2008
181,859,126.72
6/25/2008
174,159,796.79
7/25/2008
167,050,569.40
8/25/2008
157,203,769.13
9/25/2008
149,950,570.72
10/25/2008
135,096,878.83
11/25/2008
126,844,544.60
12/25/2008
117,332,936.19
1/25/2009
109,700,327.75
2/25/2009
105,594,999.38
3/25/2009
101,850,094.39
4/25/2009
98,222,472.09
5/25/2009
94,716,875.24
6/25/2009
91,214,387.24
7/25/2009
87,974,576.13
8/25/2009
84,516,085.55
9/25/2009
81,424,239.03
10/25/2009
78,540,690.72
11/25/2009
75,479,635.93
12/25/2009
72,845,725.22
1/25/2010
70,140,589.10
2/25/2010
67,770,858.91
3/25/2010
65,484,919.09
4/25/2010
63,279,567.28
5/25/2010
61,151,736.95
6/25/2010
59,098,490.68
7/25/2010
57,117,014.25
8/25/2010
55,204,610.90
9/25/2010
53,116,648.77
10/25/2010
51,291,957.19
11/25/2010
49,589,258.52
12/25/2010
47,742,980.47
1/25/2011
46,060,958.59
2/25/2011
44,522,218.81
3/25/2011
43,058,286.89
4/25/2011
41,641,569.85
5/25/2011
40,274,419.76
6/25/2011
38,953,052.75
7/25/2011
37,570,557.01
8/25/2011
36,259,585.67
9/25/2011
34,806,130.68
10/25/2011
33,432,706.08
11/25/2011
32,207,263.07
12/25/2011
31,161,064.46
1/25/2012
30,156,947.14
2/25/2012
29,190,886.86
3/25/2012
28,255,589.01
Swap Counterparty:
The
swap
counterparty
under
the
Swap Agreement
either
(a) entitled
to
receive
payments from the Supplemental
Interest Trust Trustee,
on behalf of the Supplemental
Interest Trust from amounts
payable by the
Supplemental
Interest Trust Trustee,
on behalf of the
Supplemental
Interest
Trust,
under this
Agreement
or
(b) required
to make
payments
to the
Supplemental
Interest
Trust
Trustee,
on
behalf
of the
Supplemental
Interest
Trust,
for
payments
to
the
Supplemental
Interest
Trust
Trustee,
on
behalf
of the
Supplemental
Interest
Trust,
in either case
pursuant to the terms of the
Swap Agreement,
and any successor in
interest or assign.
Initially, the Swap Counterparty shall be HSBC Bank USA, National
Association.
Swap LIBOR:
LIBOR as det 
