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EXHIBIT 4
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SECURITIZED ASSET BACKED RECEIVABLES LLC,
Depositor,
BARCLAYS CAPITAL REAL ESTATE INC. D/B/A/
HOMEQ SERVICING,
Servicer,
NC CAPITAL CORPORATION,
Responsible Party,
and
DEUTSCHE BANK NATIONAL TRUST COMPANY,
Trustee
-------------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of January 1, 2007
-------------------------------------
SECURITIZED ASSET BACKED RECEIVABLES LLC TRUST 2007-NC1
MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2007-NC1
================================================================================
<PAGE>
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
Section 2.01 Conveyance of Mortgage
Loans................................
Section 2.02 Acceptance by the Trustee of the Mortgage
Loans.............
Section 2.03 Representations, Warranties and Covenants of
the
Responsible Party and the Servicer; Remedies for
Breaches of Representations and Warranties with Respect
to the Mortgage Loans......................................
Section 2.04
[Reserved]..................................................
Section 2.05 Execution and Delivery of
Certificates......................
Section 2.06 REMIC
Matters...............................................
Section 2.07 Representations and Warranties of the
Depositor.............
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Servicer to Service Mortgage
Loans..........................
Section 3.02 Subservicing Agreements between the Servicer
and
Subservicers...............................................
Section 3.03 Successor
Subservicers......................................
Section 3.04 Liability of the
Servicer...................................
Section 3.05 No Contractual Relationship between Subservicers
and the
Trustee....................................................
Section 3.06 Assumption or Termination of Subservicing
Agreements by
Trustee....................................................
Section 3.07 Collection of Certain Mortgage Loan
Payments................
Section 3.08 Subservicing
Accounts.......................................
Section 3.09 Collection of Taxes, Assessments and Similar
Items;
Escrow Accounts............................................
Section 3.10 Collection
Account..........................................
Section 3.11 Withdrawals from the Collection
Account.....................
Section 3.12 Investment of Funds in the Collection Account,
Escrow
Accounts and the Distribution Account......................
Section 3.13 Maintenance of Hazard Insurance and Errors and
Omissions
and Fidelity Coverage......................................
Section 3.14 Enforcement of Due-On-Sale Clauses; Assumption
Agreements...
Section 3.15 Realization upon Defaulted Mortgage
Loans...................
Section 3.16 Release of Mortgage
Files...................................
Section 3.17 Title, Conservation and Disposition of REO
Property.........
Section 3.18 Notification of
Adjustments.................................
Section 3.19 Access to Certain Documentation and Information
Regarding
the Mortgage Loans.........................................
Section 3.20 Documents, Records and Funds in Possession of
the
Servicer to Be Held for the Trustee........................
Section 3.21 Servicing
Compensation......................................
Section 3.22 Annual Statement as to
Compliance...........................
Section 3.23 Annual Reports on Assessment of Compliance with
Servicing
Criteria; Annual Independent Public Accountants'
Attestation Report.........................................
Section 3.24 Trustee to Act as
Servicer..................................
Section 3.25 Compensating
Interest.......................................
Section 3.26 Credit Reporting; Gramm-Leach-Bliley
Act....................
ARTICLE IV
DISTRIBUTIONS AND
ADVANCES BY THE SERVICER
Section 4.01
Advances....................................................
Section 4.02 Priorities of
Distribution..................................
Section 4.03 Monthly Statements to
Certificateholders....................
Section 4.04 Certain Matters Relating to the Determination of
LIBOR......
Section 4.05 Allocation of Applied Realized Loss
Amounts.................
Section 4.06 Supplemental Interest
Account...............................
Section 4.07 Supplemental Float
Account..................................
ARTICLE V
THE CERTIFICATES
Section 5.01 The
Certificates............................................
Section 5.02 Certificate Register; Registration of Transfer
and
Exchange of Certificates...................................
Section 5.03 Mutilated, Destroyed, Lost or Stolen
Certificates...........
Section 5.04 Persons Deemed
Owners.......................................
Section 5.05 Access to List of Certificateholders' Names and
Addresses...
Section 5.06 Maintenance of Office or
Agency.............................
ARTICLE VI
THE DEPOSITOR AND THE SERVICER
Section 6.01 Respective Liabilities of the Depositor and the
Servicer....
Section 6.02 Merger or Consolidation of the Depositor or the
Servicer....
Section 6.03 Limitation on Liability of the Depositor, the
Servicer
and Others.................................................
Section 6.04 Limitation on Resignation of the
Servicer...................
Section 6.05 Additional Indemnification by the Servicer; Third
Party
Claims.....................................................
ARTICLE VII
DEFAULT
Section 7.01 Events of
Default...........................................
Section 7.02 Trustee to Act; Appointment of
Successor....................
Section 7.03 Notification to
Certificateholders..........................
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of the
Trustee.......................................
Section 8.02 Certain Matters Affecting the
Trustee.......................
Section 8.03 Trustee Not Liable for Certificates or Mortgage
Loans.......
Section 8.04 Trustee May Own
Certificates................................
Section 8.05 Trustee's Fees and
Expenses.................................
Section 8.06 Eligibility Requirements for the
Trustee....................
Section 8.07 Resignation and Removal of the
Trustee......................
Section 8.08 Successor
Trustee...........................................
Section 8.09 Merger or Consolidation of the
Trustee......................
Section 8.10 Appointment of Co-Trustee or Separate
Trustee...............
Section 8.11 Tax
Matters.................................................
Section 8.12 Periodic
Filings............................................
Section 8.13 Tax Classification of the Excess Reserve Fund
Account,
the Supplemental Interest Account, the Interest Rate
Swap Agreement and the Cap Agreement.......................
Section 8.14 Limitations on Custodial
Responsibilities...................
ARTICLE IX
TERMINATION
Section 9.01 Termination upon Liquidation or Purchase of the
Mortgage
Loans......................................................
Section 9.02 Final Distribution on the
Certificates......................
Section 9.03 Additional Termination
Requirements.........................
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01
Amendment...................................................
Section 10.02 Recordation of Agreement;
Counterparts......................
Section 10.03 Governing
Law...............................................
Section 10.04 Intention of
Parties........................................
Section 10.05
Notices.....................................................
Section 10.06 Severability of
Provisions..................................
Section 10.07 Limitation on Rights of
Certificateholders..................
Section 10.08 Inspection and Audit
Rights.................................
Section 10.09 Certificates Nonassessable and Fully
Paid...................
Section 10.10 Assignment; Sales; Advance
Facilities.......................
Section 10.11 Rule of
Construction........................................
Section 10.12 Waiver of Jury
Trial........................................
Section 10.13 Third Party
Rights..........................................
Section 10.14 Regulation AB Compliance; Intent of the
Parties;
Reasonableness.............................................
<PAGE>
SCHEDULES
Schedule I Mortgage Loan Schedule
Schedule II Representations and Warranties of the Servicer
Schedule III Representations and Warranties of the Responsible
Party as to
the Mortgage Loans
Schedule IV Representations and Warranties as to the Responsible
Party
Schedule V Representations and Warranties of the Depositor as to
the
Mortgage Loans
EXHIBITS
Exhibit A Form of Class A, Class M and Class B Certificates
Exhibit B Form of Class P Certificate
Exhibit C-1 Form of Class R-I Certificate
Exhibit C-2 Form of Class R-II Certificate
Exhibit D Form of Class X Certificate
Exhibit E Form of Initial Certification of Trustee
Exhibit F Form of Document Certification and Exception Report of
Trustee
Exhibit G Form of Residual Transfer Affidavit
Exhibit H Form of Transferor Certificate
Exhibit I Form of Rule 144A Letter
Exhibit J Form of Request for Release
Exhibit K Form of Contents for Each Mortgage File
Exhibit L Form of Certification to be provided with Form
10-K
Exhibit M Form of Trustee's Certification to be provided to
Depositor
Exhibit N Form of Servicer's Certification to be provided to
Depositor
Exhibit O Representation Letter
Exhibit P Servicing Criteria
Exhibit Q Additional Form 10-D Disclosure
Exhibit R Additional Form 10-K Disclosure
Exhibit S Form 8-K Disclosure Information
Exhibit T Interest Rate Swap Agreement
Exhibit U Cap Agreement
Exhibit V Additional Disclosure Notification
Exhibit W Form of Trustee's Limited Power of Attorney
Exhibit X Form of Irrevocable Instruction
Exhibit Y Form of Servicing Fee Certificate
<PAGE>
THIS POOLING AND SERVICING AGREEMENT, dated as of January 1,
2007,
among SECURITIZED ASSET BACKED RECEIVABLES LLC, a Delaware
limited liability
company, as depositor (the "Depositor"), BARCLAYS CAPITAL REAL
ESTATE INC., a
Delaware corporation (d/b/a HOMEQ SERVICING), as servicer (the
"Servicer"), NC
CAPITAL CORPORATION, a California corporation, as responsible
party (the
"Responsible Party") and DEUTSCHE BANK NATIONAL TRUST COMPANY, a
national
banking association, as trustee (the "Trustee").
W I T N E S S E T H:
In consideration of the mutual agreements herein contained,
the
parties hereto agree as follows:
PRELIMINARY STATEMENT
The Trustee shall elect that four segregated asset pools within
the
Trust Fund (exclusive of (i) the Prepayment Charges, (ii) the
Interest Rate Swap
Agreement and the Cap Agreement, (iii) the Supplemental Interest
Account, (iv)
the Excess Reserve Fund Account, and (v) the right of the LIBOR
Certificates to
receive Basis Risk Carry Forward Amounts and, without
duplication, Upper Tier
Carry Forward Amounts, subject to the obligation to pay Class IO
Shortfalls) be
treated for federal income tax purposes as comprising four
REMICs (each, a
"Trust REMIC" or, in the alternative, Pooling Tier REMIC-1,
Pooling Tier
REMIC-2, the Lower Tier REMIC and the Upper Tier REMIC,
respectively). Each
Class of Certificates (other than the Class P Certificates and
the Residual
Certificates), other than the right of each Class of LIBOR
Certificates to
receive Basis Risk Carry Forward Amounts and, without
duplication, Upper Tier
Carry Forward Amounts and the obligation to pay Class IO
Shortfalls and the
right of the Class X Certificates to receive payments from the
Interest Rate
Swap Agreement, the Cap Agreement and the right to receive Class
IO Shortfalls,
represents ownership of a regular interest in the Upper Tier
REMIC for purposes
of the REMIC Provisions. The Class R-I Certificates represent
ownership of the
sole class of residual interest in Pooling Tier REMIC-1 for
purposes of the
REMIC Provisions. The Class R-II Certificates represent
ownership of the sole
class of residual interest in each of Pooling Tier REMIC-2, the
Lower Tier REMIC
and the Upper Tier REMIC for purposes of the REMIC Provisions.
The Startup Day
for each Trust REMIC is the Closing Date. The latest possible
maturity date for
each regular interest is the latest date referenced in Section
2.06.
The Upper Tier REMIC shall hold as assets the several classes
of
uncertificated Lower Tier REMIC Regular Interests, set out
below. The Lower Tier
REMIC shall hold as assets the several classes of uncertificated
Pooling Tier
REMIC-2 Regular Interests. Pooling Tier REMIC-2 shall hold as
assets the several
classes of uncertificated Pooling Tier REMIC-1 Regular
Interests. Pooling Tier
REMIC-1 shall hold as assets the assets of the Trust Fund
(exclusive of (i) the
Prepayment Premiums, (ii) the Interest Rate Swap Agreement and
the Cap
Agreement, (iii) the Supplemental Interest Account, (iv) the
Excess Reserve Fund
Account and (v) the right of the LIBOR Certificates to receive
Basis Risk Carry
Forward Amounts and, without duplication, Upper Tier Carry
Forward Amounts,
subject to the obligation to pay Class IO Shortfalls).
For federal income tax purposes, the Class P Certificates
represent
beneficial ownership of the Prepayment Charges, each Class of
LIBOR Certificates
represents beneficial ownership of a regular interest in the
Upper Tier REMIC
and the right to receive Basis Risk Carry Forward Amounts and,
without
duplication, Upper Tier Carry Forward Amounts, subject to the
obligation to pay
Class IO Shortfalls, and the Class X Certificates represent
beneficial ownership
of two regular interests in the Upper Tier REMIC, the Excess
Reserve Fund
Account, the Supplemental Interest Account, the Interest Rate
Swap Agreement,
the Cap Agreement and the right to receive Class IO Shortfalls,
which portions
of the Trust Fund shall be treated as a grantor trust.
Pooling Tier REMIC-1
Pooling Tier REMIC-1 shall issue the following interests in
Pooling
Tier REMIC-1, and each such interest, other than the Class PT1-R
Interest, is
hereby designated as a regular interest in the Pooling Tier
REMIC-1. Pooling
Tier REMIC-1 Interests with an "I" in their designation shall
relate to Group I
Mortgage Loans and Pooling Tier REMIC-1 Interests with a "II" in
their
designation shall relate to the Group II Mortgage Loans. Pooling
Tier REMIC-1
shall also issue the Class R-I Certificates. The Class PT1-R
Interest is hereby
designated as the sole class of residual interest in Pooling
Tier REMIC-1.
Initial Pooling
Pooling Tier Tier
Pooling Tier REMIC-1 Interest REMIC-1
REMIC-1 Interest Rate Principal Amount
-------------------- ---------------- ----------------
Class PT1-I-1 (1) $ 14,826,103.43
Class PT1-I-2A (2) $ 4,556,656.59
Class PT1-I-2B (3) $ 4,556,656.59
Class PT1-I-3A (2) $ 5,644,237.53
Class PT1-I-3B (3) $ 5,644,237.53
Class PT1-I-4A (2) $ 5,796,479.34
Class PT1-I-4B (3) $ 5,796,479.34
Class PT1-I-5A (2) $ 5,930,096.88
Class PT1-I-5B (3) $ 5,930,096.88
Class PT1-I-6A (2) $ 6,044,573.19
Class PT1-I-6B (3) $ 6,044,573.19
Class PT1-I-7A (2) $ 6,139,496.72
Class PT1-I-7B (3) $ 6,139,496.72
Class PT1-I-8A (2) $ 6,279,158.53
Class PT1-I-8B (3) $ 6,279,158.53
Class PT1-I-9A (2) $ 6,331,529.81
Class PT1-I-9B (3) $ 6,331,529.81
Class PT1-I-10A (2) $ 6,363,616.83
Class PT1-I-10B (3) $ 6,363,616.83
Class PT1-I-11A (2) $ 6,375,173.68
Class PT1-I-11B (3) $ 6,375,173.68
Class PT1-I-12A (2) $ 6,365,120.04
Class PT1-I-12B (3) $ 6,365,120.04
Class PT1-I-13A (2) $ 6,287,688.33
Class PT1-I-13B (3) $ 6,287,688.33
Class PT1-I-14A (2) $ 5,973,709.37
Class PT1-I-14B (3) $ 5,973,709.37
Class PT1-I-15A (2) $ 5,675,680.14
Class PT1-I-15B (3) $ 5,675,680.14
Class PT1-I-16A (2) $ 5,392,823.22
Class PT1-I-16B (3) $ 5,392,823.22
Class PT1-I-17A (2) $ 5,124,344.81
Class PT1-I-17B (3) $ 5,124,344.81
Class PT1-I-18A (2) $ 4,869,502.60
Class PT1-I-18B (3) $ 4,869,502.60
Class PT1-I-19A (2) $ 4,633,614.57
Class PT1-I-19B (3) $ 4,633,614.57
Class PT1-I-20A (2) $ 4,527,665.35
Class PT1-I-20B (3) $ 4,527,665.35
Class PT1-I-21A (2) $ 4,809,104.35
Class PT1-I-21B (3) $ 4,809,104.35
Class PT1-I-22A (2) $ 9,093,179.41
Class PT1-I-22B (3) $ 9,093,179.41
Class PT1-I-23A (2) $ 7,944,780.76
Class PT1-I-23B (3) $ 7,944,780.76
Class PT1-I-24A (2) $ 6,952,859.17
Class PT1-I-24B (3) $ 6,952,859.17
Class PT1-I-25A (2) $ 6,089,413.90
Class PT1-I-25B (3) $ 6,089,413.90
Class PT1-I-26A (2) $ 5,312,519.61
Class PT1-I-26B (3) $ 5,312,519.61
Class PT1-I-27A (2) $ 4,402,753.32
Class PT1-I-27B (3) $ 4,402,753.32
Class PT1-I-28A (2) $ 3,705,810.17
Class PT1-I-28B (3) $ 3,705,810.17
Class PT1-I-29A (2) $ 3,160,374.87
Class PT1-I-29B (3) $ 3,160,374.87
Class PT1-I-30A (2) $ 2,726,821.55
Class PT1-I-30B (3) $ 2,726,821.55
Class PT1-I-31A (2) $ 2,376,502.90
Class PT1-I-31B (3) $ 2,376,502.90
Class PT1-I-32A (2) $ 2,089,592.98
Class PT1-I-32B (3) $ 2,089,592.98
Class PT1-I-33A (2) $ 1,851,784.86
Class PT1-I-33B (3) $ 1,851,784.86
Class PT1-I-34A (2) $ 1,653,296.77
Class PT1-I-34B (3) $ 1,653,296.77
Class PT1-I-35A (2) $ 1,486,719.44
Class PT1-I-35B (3) $ 1,486,719.44
Class PT1-I-36A (2) $ 1,344,626.18
Class PT1-I-36B (3) $ 1,344,626.18
Class PT1-I-37A (2) $ 1,222,526.43
Class PT1-I-37B (3) $ 1,222,526.43
Class PT1-I-38A (2) $ 1,119,893.89
Class PT1-I-38B (3) $ 1,119,893.89
Class PT1-I-39A (2) $ 1,059,566.79
Class PT1-I-39B (3) $ 1,059,566.79
Class PT1-I-40A (2) $ 1,002,540.29
Class PT1-I-40B (3) $ 1,002,540.29
Class PT1-I-41A (2) $ 948,619.42
Class PT1-I-41B (3) $ 948,619.42
Class PT1-I-42A (2) $ 897,685.43
Class PT1-I-42B (3) $ 897,685.43
Class PT1-I-43A (2) $ 849,537.82
Class PT1-I-43B (3) $ 849,537.82
Class PT1-I-44A (2) $ 752,346.68
Class PT1-I-44B (3) $ 752,346.68
Class PT1-I-45A (2) $ 712,226.36
Class PT1-I-45B (3) $ 712,226.36
Class PT1-I-46A (2) $ 674,287.39
Class PT1-I-46B (3) $ 674,287.39
Class PT1-I-47A (2) $ 638,402.94
Class PT1-I-47B (3) $ 638,402.94
Class PT1-I-48A (2) $ 604,470.30
Class PT1-I-48B (3) $ 604,470.30
Class PT1-I-49A (2) $ 572,376.23
Class PT1-I-49B (3) $ 572,376.23
Class PT1-I-50A (2) $ 542,019.28
Class PT1-I-50B (3) $ 542,019.28
Class PT1-I-51A (2) $ 513,303.64
Class PT1-I-51B (3) $ 513,303.64
Class PT1-I-52A (2) $ 486,137.38
Class PT1-I-52B (3) $ 486,137.38
Class PT1-I-53A (2) $ 460,431.03
Class PT1-I-53B (3) $ 460,431.03
Class PT1-I-54A (2) $ 436,118.18
Class PT1-I-54B (3) $ 436,118.18
Class PT1-I-55A (2) $ 413,114.16
Class PT1-I-55B (3) $ 413,114.16
Class PT1-I-56A (2) $ 352,592.60
Class PT1-I-56B (3) $ 352,592.60
Class PT1-I-57A (2) $ 334,177.19
Class PT1-I-57B (3) $ 334,177.19
Class PT1-I-58A (2) $ 316,747.02
Class PT1-I-58B (3) $ 316,747.02
Class PT1-I-59A (2) $ 4,715,760.05
Class PT1-I-59B (3) $ 4,715,760.05
Class PT1-II-1 (4) $ 16,557,959.57
Class PT1-II-2A (5) $ 5,088,925.48
Class PT1-II-2B (6) $ 5,088,925.48
Class PT1-II-3A (5) $ 6,303,548.15
Class PT1-II-3B (6) $ 6,303,548.15
Class PT1-II-4A (5) $ 6,473,573.53
Class PT1-II-4B (6) $ 6,473,573.53
Class PT1-II-5A (5) $ 6,622,799.10
Class PT1-II-5B (6) $ 6,622,799.10
Class PT1-II-6A (5) $ 6,750,647.54
Class PT1-II-6B (6) $ 6,750,647.54
Class PT1-II-7A (5) $ 6,856,659.20
Class PT1-II-7B (6) $ 6,856,659.20
Class PT1-II-8A (5) $ 7,012,635.09
Class PT1-II-8B (6) $ 7,012,635.09
Class PT1-II-9A (5) $ 7,071,123.92
Class PT1-II-9B (6) $ 7,071,123.92
Class PT1-II-10A (5) $ 7,106,959.06
Class PT1-II-10B (6) $ 7,106,959.06
Class PT1-II-11A (5) $ 7,119,865.89
Class PT1-II-11B (6) $ 7,119,865.89
Class PT1-II-12A (5) $ 7,108,637.88
Class PT1-II-12B (6) $ 7,108,637.88
Class PT1-II-13A (5) $ 7,022,161.27
Class PT1-II-13B (6) $ 7,022,161.27
Class PT1-II-14A (5) $ 6,671,506.01
Class PT1-II-14B (6) $ 6,671,506.01
Class PT1-II-15A (5) $ 6,338,663.61
Class PT1-II-15B (6) $ 6,338,663.61
Class PT1-II-16A (5) $ 6,022,765.82
Class PT1-II-16B (6) $ 6,022,765.82
Class PT1-II-17A (5) $ 5,722,926.10
Class PT1-II-17B (6) $ 5,722,926.10
Class PT1-II-18A (5) $ 5,438,315.43
Class PT1-II-18B (6) $ 5,438,315.43
Class PT1-II-19A (5) $ 5,174,873.03
Class PT1-II-19B (6) $ 5,174,873.03
Class PT1-II-20A (5) $ 5,056,547.75
Class PT1-II-20B (6) $ 5,056,547.75
Class PT1-II-21A (5) $ 5,370,861.99
Class PT1-II-21B (6) $ 5,370,861.99
Class PT1-II-22A (5) $ 10,155,365.35
Class PT1-II-22B (6) $ 10,155,365.35
Class PT1-II-23A (5) $ 8,872,820.78
Class PT1-II-23B (6) $ 8,872,820.78
Class PT1-II-24A (5) $ 7,765,031.57
Class PT1-II-24B (6) $ 7,765,031.57
Class PT1-II-25A (5) $ 6,800,726.14
Class PT1-II-25B (6) $ 6,800,726.14
Class PT1-II-26A (5) $ 5,933,081.83
Class PT1-II-26B (6) $ 5,933,081.83
Class PT1-II-27A (5) $ 4,917,044.58
Class PT1-II-27B (6) $ 4,917,044.58
Class PT1-II-28A (5) $ 4,138,690.60
Class PT1-II-28B (6) $ 4,138,690.60
Class PT1-II-29A (5) $ 3,529,542.31
Class PT1-II-29B (6) $ 3,529,542.31
Class PT1-II-30A (5) $ 3,045,345.07
Class PT1-II-30B (6) $ 3,045,345.07
Class PT1-II-31A (5) $ 2,654,105.25
Class PT1-II-31B (6) $ 2,654,105.25
Class PT1-II-32A (5) $ 2,333,681.02
Class PT1-II-32B (6) $ 2,333,681.02
Class PT1-II-33A (5) $ 2,068,094.22
Class PT1-II-33B (6) $ 2,068,094.22
Class PT1-II-34A (5) $ 1,846,420.48
Class PT1-II-34B (6) $ 1,846,420.48
Class PT1-II-35A (5) $ 1,660,385.04
Class PT1-II-35B (6) $ 1,660,385.04
Class PT1-II-36A (5) $ 1,501,693.69
Class PT1-II-36B (6) $ 1,501,693.69
Class PT1-II-37A (5) $ 1,365,331.30
Class PT1-II-37B (6) $ 1,365,331.30
Class PT1-II-38A (5) $ 1,250,710.13
Class PT1-II-38B (6) $ 1,250,710.13
Class PT1-II-39A (5) $ 1,183,336.15
Class PT1-II-39B (6) $ 1,183,336.15
Class PT1-II-40A (5) $ 1,119,648.31
Class PT1-II-40B (6) $ 1,119,648.31
Class PT1-II-41A (5) $ 1,059,428.88
Class PT1-II-41B (6) $ 1,059,428.88
Class PT1-II-42A (5) $ 1,002,545.22
Class PT1-II-42B (6) $ 1,002,545.22
Class PT1-II-43A (5) $ 948,773.42
Class PT1-II-43B (6) $ 948,773.42
Class PT1-II-44A (5) $ 840,229.25
Class PT1-II-44B (6) $ 840,229.25
Class PT1-II-45A (5) $ 795,422.43
Class PT1-II-45B (6) $ 795,422.43
Class PT1-II-46A (5) $ 753,051.76
Class PT1-II-46B (6) $ 753,051.76
Class PT1-II-47A (5) $ 712,975.61
Class PT1-II-47B (6) $ 712,975.61
Class PT1-II-48A (5) $ 675,079.24
Class PT1-II-48B (6) $ 675,079.24
Class PT1-II-49A (5) $ 639,236.23
Class PT1-II-49B (6) $ 639,236.23
Class PT1-II-50A (5) $ 605,333.24
Class PT1-II-50B (6) $ 605,333.24
Class PT1-II-51A (5) $ 573,263.30
Class PT1-II-51B (6) $ 573,263.30
Class PT1-II-52A (5) $ 542,923.71
Class PT1-II-52B (6) $ 542,923.71
Class PT1-II-53A (5) $ 514,214.57
Class PT1-II-53B (6) $ 514,214.57
Class PT1-II-54A (5) $ 487,061.71
Class PT1-II-54B (6) $ 487,061.71
Class PT1-II-55A (5) $ 461,370.55
Class PT1-II-55B (6) $ 461,370.55
Class PT1-II-56A (5) $ 393,779.39
Class PT1-II-56B (6) $ 393,779.39
Class PT1-II-57A (5) $ 373,212.85
Class PT1-II-57B (6) $ 373,212.85
Class PT1-II-58A (5) $ 353,746.65
Class PT1-II-58B (6) $ 353,746.65
Class PT1-II-59A (5) $ 5,266,614.02
Class PT1-II-59B (6) $ 5,266,614.02
Class PT1-I-R (7) (7)
------------
(1) For any Distribution Date (and the related Interest Accrual
Period), this
Pooling Tier REMIC-1 Regular Interest shall bear interest at a
per annum
rate (its "Pooling Tier REMIC-1 Interest Rate") equal to the
Pooling Tier
REMIC-1 Loan Group I WAC Rate.
(2) For any Distribution Date (and the related Interest Accrual
Period), this
Pooling Tier REMIC-1 Regular Interest shall bear interest at a
per annum
rate (its "Pooling Tier REMIC-1 Interest Rate") equal to the
product of
(i) 2 and (ii) the Pooling Tier REMIC-1 Loan Group I WAC Rate,
subject to
a maximum rate of the applicable Fixed Swap Rate.
(3) For any Distribution Date (and the related Interest Accrual
Period), this
Pooling Tier REMIC-1 Regular Interest shall bear interest at a
per annum
rate (its "Pooling Tier REMIC-1 Interest Rate") equal to the
excess, if
any, of (A) the product of (i) 2 and (ii) the Pooling Tier
REMIC-1 Loan
Group I WAC Rate over (B) the applicable Fixed Swap Rate
(4) For any Distribution Date (and the related Interest Accrual
Period), this
Pooling Tier REMIC- Regular Interest shall bear interest at a
per annum
rate (its "Pooling Tier REMIC-1 Interest Rate") equal to the
Pooling Tier
REMIC-1 Loan Group II WAC Rate.
(5) For any Distribution Date (and the related Interest Accrual
Period), this
Pooling Tier REMIC-1 Regular Interest shall bear interest at a
per annum
rate (its "Pooling Tier REMIC-1 Interest Rate") equal to the
product of
(i) 2 and (ii) the Pooling Tier REMIC-1 Loan Group II WAC Rate,
subject to
a maximum rate of the applicable Fixed Swap Rate.
(6) For any Distribution Date (and the related Interest Accrual
Period), this
Pooling Tier REMIC-1 Regular Interest shall bear interest at a
per annum
rate (its "Pooling Tier REMIC-1 Interest Rate") equal to the
excess, if
any, of (A) the product of (i) 2 and (ii) the Pooling Tier
REMIC-1 Loan
Group II WAC Rate over (B) the applicable Fixed Swap Rate.
(7) The Class PT1-R Interest shall not have a principal balance
and shall not
bear interest.
On each Distribution Date, the Trustee shall first pay from
the
Trust Fund and charge as an expense of Pooling Tier REMIC-1 all
expenses of the
Trust for such Distribution Date. Such expense, other than
Servicing Fees and
Trustee Fees, shall be allocated in the same manner as Realized
Losses.
On each Distribution Date, the interest distributable in respect
of
the Mortgage Loans from the related Loan Group for such
Distribution Date shall
be deemed to be distributed to the Pooling Tier REMIC-1 Regular
Interests at the
rates shown above.
On each Distribution Date, Realized Losses, Subsequent
Recoveries
and payments of principal in respect of the Group I Mortgage
Loans (including,
for the first Distribution Date only, the portion of the Closing
Date Deposit
Amount allocable to the Group I Mortgage Loans) shall be
allocated to the
outstanding Pooling Tier REMIC-1 Regular Interest with the
lowest numerical
denomination until the Pooling Tier REMIC-1 Principal Amount of
such interest or
interests, as the case may be, is reduced to zero, provided
that, with respect
to Pooling Tier REMIC-1 Regular Interests relating to the Group
I Mortgage Loans
with the same numerical denomination, such Realized Losses and
payments of
principal shall be allocated pro rata between such Pooling Tier
REMIC-1 Regular
Interests until the Pooling Tier REMIC-1 Principal Amount of
such interest is
reduced to zero.
On each Distribution Date, Realized Losses, Subsequent
Recoveries
and payments of principal in respect of the Group II Mortgage
Loans (including,
for the first Distribution Date only, the portion of the Closing
Date Deposit
Amount allocable to the Group II Mortgage Loans) shall be
allocated to the
outstanding Pooling Tier REMIC-1 Regular Interest relating to
the Group II
Mortgage Loans with the lowest numerical denomination until the
Pooling Tier
REMIC-1 Principal Amount of such interest is reduced to zero,
provided that,
with respect to Pooling Tier REMIC-1 Regular Interests relating
to the Group II
Mortgage Loans with the same numerical denomination, such
Realized Losses and
payments of principal shall be allocated pro rata between such
Pooling Tier
REMIC-1 Regular Interests until the Pooling Tier REMIC-1
Principal Amount of
such interests is reduced to zero.
Pooling Tier REMIC-2
Pooling Tier REMIC-2 shall issue the following interests in
Pooling
Tier REMIC-2, and each such interest, other than the Class PT2-R
Interest, is
hereby designated as a regular interest in Pooling Tier REMIC-2.
Pooling Tier
REMIC-2 Interests with an "I" in their designation shall relate
to The Group I
Mortgage Loans and Pooling Tier REMIC-2 Interests with a "II" in
their
designation shall relate to The Group II Mortgage Loans. The
Class PT2-R
Interest is hereby designated as the sole class of residual
interest in Pooling
Tier REMIC-2 and shall be represented by the Class R-II
Certificates.
<TABLE>
<CAPTION>
Corresponding
Corresponding Corresponding Scheduled
Pooling Tier Pooling Tier Pooling Tier Pooling Tier
Crossover
Pooling Tier REMIC-2 REMIC-2 Initial REMIC-2 IO REMIC-1
Distribution
REMIC-2 Interest Interest Rate Principal Amount Interest Regular
Interest Date
------------------ ------------- ----------------
------------------ ---------------- --------------
<S> <C> <C> <C> <C> <C>
Class PT2-I-1 (1) $14,826,103.43 N/A N/A N/A
Class PT2-I-2A (2) $4,556,656.59 Class PT2-I-IO-2 N/A N/A
Class PT2-I-2B (3) $4,556,656.59 N/A N/A N/A
Class PT2-I-3A (2) $5,644,237.53 Class PT2-I-IO-3 N/A N/A
Class PT2-I-3B (3) $5,644,237.53 N/A N/A N/A
Class PT2-I-4A (2) $5,796,479.34 Class PT2-I-IO-4 N/A N/A
Class PT2-I-4B (3) $5,796,479.34 N/A N/A N/A
Class PT2-I-5A (2) $5,930,096.88 Class PT2-I-IO-5 N/A N/A
Class PT2-I-5B (3) $5,930,096.88 N/A N/A N/A
Class PT2-I-6A (2) $6,044,573.19 Class PT2-I-IO-6 N/A N/A
Class PT2-I-6B (3) $6,044,573.19 N/A N/A N/A
Class PT2-I-7A (2) $6,139,496.72 Class PT2-I-IO-7 N/A N/A
Class PT2-I-7B (3) $6,139,496.72 N/A N/A N/A
Class PT2-I-8A (2) $6,279,158.53 Class PT2-I-IO-8 N/A N/A
Class PT2-I-8B (3) $6,279,158.53 N/A N/A N/A
Class PT2-I-9A (2) $6,331,529.81 Class PT2-I-IO-9 N/A N/A
Class PT2-I-9B (3) $6,331,529.81 N/A N/A N/A
Class PT2-I-10A (2) $6,363,616.83 Class PT2-I-IO-10 N/A N/A
Class PT2-I-10B (3) $6,363,616.83 N/A N/A N/A
Class PT2-I-11A (2) $6,375,173.68 Class PT2-I-IO-11 N/A N/A
Class PT2-I-11B (3) $6,375,173.68 N/A N/A N/A
Class PT2-I-12A (2) $6,365,120.04 Class PT2-I-IO-12 N/A N/A
Class PT2-I-12B (3) $6,365,120.04 N/A N/A N/A
Class PT2-I-13A (2) $6,287,688.33 Class PT2-I-IO-13 N/A N/A
Class PT2-I-13B (3) $6,287,688.33 N/A N/A N/A
Class PT2-I-14A (2) $5,973,709.37 Class PT2-I-IO-14 N/A N/A
Class PT2-I-14B (3) $5,973,709.37 N/A N/A N/A
Class PT2-I-15A (2) $5,675,680.14 Class PT2-I-IO-15 N/A N/A
Class PT2-I-15B (3) $5,675,680.14 N/A N/A N/A
Class PT2-I-16A (2) $5,392,823.22 Class PT2-I-IO-16 N/A N/A
Class PT2-I-16B (3) $5,392,823.22 N/A N/A N/A
Class PT2-I-17A (2) $5,124,344.81 Class PT2-I-IO-17 N/A N/A
Class PT2-I-17B (3) $5,124,344.81 N/A N/A N/A
Class PT2-I-18A (2) $4,869,502.60 Class PT2-I-IO-18 N/A N/A
Class PT2-I-18B (3) $4,869,502.60 N/A N/A N/A
Class PT2-I-19A (2) $4,633,614.57 Class PT2-I-IO-19 N/A N/A
Class PT2-I-19B (3) $4,633,614.57 N/A N/A N/A
Class PT2-I-20A (2) $4,527,665.35 Class PT2-I-IO-20 N/A N/A
Class PT2-I-20B (3) $4,527,665.35 N/A N/A N/A
Class PT2-I-21A (2) $4,809,104.35 Class PT2-I-IO-21 N/A N/A
Class PT2-I-21B (3) $4,809,104.35 N/A N/A N/A
Class PT2-I-22A (2) $9,093,179.41 Class PT2-I-IO-22 N/A N/A
Class PT2-I-22B (3) $9,093,179.41 N/A N/A N/A
Class PT2-I-23A (2) $7,944,780.76 Class PT2-I-IO-23 N/A N/A
Class PT2-I-23B (3) $7,944,780.76 N/A N/A N/A
Class PT2-I-24A (2) $6,952,859.17 Class PT2-I-IO-24 N/A N/A
Class PT2-I-24B (3) $6,952,859.17 N/A N/A N/A
Class PT2-I-25A (2) $6,089,413.90 Class PT2-I-IO-25 N/A N/A
Class PT2-I-25B (3) $6,089,413.90 N/A N/A N/A
Class PT2-I-26A (2) $5,312,519.61 Class PT2-I-IO-26 N/A N/A
Class PT2-I-26B (3) $5,312,519.61 N/A N/A N/A
Class PT2-I-27A (2) $4,402,753.32 Class PT2-I-IO-27 N/A N/A
Class PT2-I-27B (3) $4,402,753.32 N/A N/A N/A
Class PT2-I-28A (2) $3,705,810.17 Class PT2-I-IO-28 N/A N/A
Class PT2-I-28B (3) $3,705,810.17 N/A N/A N/A
Class PT2-I-29A (2) $3,160,374.87 Class PT2-I-IO-29 N/A N/A
Class PT2-I-29B (3) $3,160,374.87 N/A N/A N/A
Class PT2-I-30A (2) $2,726,821.55 Class PT2-I-IO-30 N/A N/A
Class PT2-I-30B (3) $2,726,821.55 N/A N/A N/A
Class PT2-I-31A (2) $2,376,502.90 Class PT2-I-IO-31 N/A N/A
Class PT2-I-31B (3) $2,376,502.90 N/A N/A N/A
Class PT2-I-32A (2) $2,089,592.98 Class PT2-I-IO-32 N/A N/A
Class PT2-I-32B (3) $2,089,592.98 N/A N/A N/A
Class PT2-I-33A (2) $1,851,784.86 Class PT2-I-IO-33 N/A N/A
Class PT2-I-33B (3) $1,851,784.86 N/A N/A N/A
Class PT2-I-34A (2) $1,653,296.77 Class PT2-I-IO-34 N/A N/A
Class PT2-I-34B (3) $1,653,296.77 N/A N/A N/A
Class PT2-I-35A (2) $1,486,719.44 Class PT2-I-IO-35 N/A N/A
Class PT2-I-35B (3) $1,486,719.44 N/A N/A N/A
Class PT2-I-36A (2) $1,344,626.18 Class PT2-I-IO-36 N/A N/A
Class PT2-I-36B (3) $1,344,626.18 N/A N/A N/A
Class PT2-I-37A (2) $1,222,526.43 Class PT2-I-IO-37 N/A N/A
Class PT2-I-37B (3) $1,222,526.43 N/A N/A N/A
Class PT2-I-38A (2) $1,119,893.89 Class PT2-I-IO-38 N/A N/A
Class PT2-I-38B (3) $1,119,893.89 N/A N/A N/A
Class PT2-I-39A (2) $1,059,566.79 Class PT2-I-IO-39 N/A N/A
Class PT2-I-39B (3) $1,059,566.79 N/A N/A N/A
Class PT2-I-40A (2) $1,002,540.29 Class PT2-I-IO-40 N/A N/A
Class PT2-I-40B (3) $1,002,540.29 N/A N/A N/A
Class PT2-I-41A (2) $948,619.42 Class PT2-I-IO-41 N/A N/A
Class PT2-I-41B (3) $948,619.42 N/A N/A N/A
Class PT2-I-42A (2) $897,685.43 Class PT2-I-IO-42 N/A N/A
Class PT2-I-42B (3) $897,685.43 N/A N/A N/A
Class PT2-I-43A (2) $849,537.82 Class PT2-I-IO-43 N/A N/A
Class PT2-I-43B (3) $849,537.82 N/A N/A N/A
Class PT2-I-44A (2) $752,346.68 Class PT2-I-IO-44 N/A N/A
Class PT2-I-44B (3) $752,346.68 N/A N/A N/A
Class PT2-I-45A (2) $712,226.36 Class PT2-I-IO-45 N/A N/A
Class PT2-I-45B (3) $712,226.36 N/A N/A N/A
Class PT2-I-46A (2) $674,287.39 Class PT2-I-IO-46 N/A N/A
Class PT2-I-46B (3) $674,287.39 N/A N/A N/A
Class PT2-I-47A (2) $638,402.94 Class PT2-I-IO-47 N/A N/A
Class PT2-I-47B (3) $638,402.94 N/A N/A N/A
Class PT2-I-48A (2) $604,470.30 Class PT2-I-IO-48 N/A N/A
Class PT2-I-48B (3) $604,470.30 N/A N/A N/A
Class PT2-I-49A (2) $572,376.23 Class PT2-I-IO-49 N/A N/A
Class PT2-I-49B (3) $572,376.23 N/A N/A N/A
Class PT2-I-50A (2) $542,019.28 Class PT2-I-IO-50 N/A N/A
Class PT2-I-50B (3) $542,019.28 N/A N/A N/A
Class PT2-I-51A (2) $513,303.64 Class PT2-I-IO-51 N/A N/A
Class PT2-I-51B (3) $513,303.64 N/A N/A N/A
Class PT2-I-52A (2) $486,137.38 Class PT2-I-IO-52 N/A N/A
Class PT2-I-52B (3) $486,137.38 N/A N/A N/A
Class PT2-I-53A (2) $460,431.03 Class PT2-I-IO-53 N/A N/A
Class PT2-I-53B (3) $460,431.03 N/A N/A N/A
Class PT2-I-54A (2) $436,118.18 Class PT2-I-IO-54 N/A N/A
Class PT2-I-54B (3) $436,118.18 N/A N/A N/A
Class PT2-I-55A (2) $413,114.16 Class PT2-I-IO-55 N/A N/A
Class PT2-I-55B (3) $413,114.16 N/A N/A N/A
Class PT2-I-56A (2) $352,592.60 Class PT2-I-IO-56 N/A N/A
Class PT2-I-56B (3) $352,592.60 N/A N/A N/A
Class PT2-I-57A (2) $334,177.19 Class PT2-I-IO-57 N/A N/A
Class PT2-I-57B (3) $334,177.19 N/A N/A N/A
Class PT2-I-58A (2) $316,747.02 Class PT2-I-IO-58 N/A N/A
Class PT2-I-58B (3) $316,747.02 N/A N/A N/A
Class PT2-I-59A (2) $4,715,760.05 Class PT1-I-IO-59 N/A N/A
Class PT2-I-59B (3) $4,715,760.05 N/A N/A N/A
Class PT2-I-IO-2 (4) (4) N/A Class PT1-I-2A February 2007
Class PT2-I-IO-3 (4) (4) N/A Class PT1-I-3A March 2007
Class PT2-I-IO-4 (4) (4) N/A Class PT1-I-4A April 2007
Class PT2-I-IO-5 (4) (4) N/A Class PT1-I-5A May 2007
Class PT2-I-IO-6 (4) (4) N/A Class PT1-I-6A June 2007
Class PT2-I-IO-7 (4) (4) N/A Class PT1-I-7A July 2007
Class PT2-I-IO-8 (4) (4) N/A Class PT1-I-8A August 2007
Class PT2-I-IO-9 (4) (4) N/A Class PT1-I-9A September 2007
Class PT2-I-IO-10 (4) (4) N/A Class PT1-I-10A October 2007
Class PT2-I-IO-11 (4) (4) N/A Class PT1-I-11A November 2007
Class PT2-I-IO-12 (4) (4) N/A Class PT1-I-12A December 2007
Class PT2-I-IO-13 (4) (4) N/A Class PT1-I-13A January 2008
Class PT2-I-IO-14 (4) (4) N/A Class PT1-I-14A February 2008
Class PT2-I-IO-15 (4) (4) N/A Class PT1-I-15A March 2008
Class PT2-I-IO-16 (4) (4) N/A Class PT1-I-16A April 2008
Class PT2-I-IO-17 (4) (4) N/A Class PT1-I-17A May 2008
Class PT2-I-IO-18 (4) (4) N/A Class PT1-I-18A June 2008
Class PT2-I-IO-19 (4) (4) N/A Class PT1-I-19A July 2008
Class PT2-I-IO-20 (4) (4) N/A Class PT1-I-20A August 2008
Class PT2-I-IO-21 (4) (4) N/A Class PT1-I-21A September 2008
Class PT2-I-IO-22 (4) (4) N/A Class PT1-I-22A October 2008
Class PT2-I-IO-23 (4) (4) N/A Class PT1-I-23A November 2008
Class PT2-I-IO-24 (4) (4) N/A Class PT1-I-24A December 2008
Class PT2-I-IO-25 (4) (4) N/A Class PT1-I-25A January 2009
Class PT2-I-IO-26 (4) (4) N/A Class PT1-I-26A February 2009
Class PT2-I-IO-27 (4) (4) N/A Class PT1-I-27A March 2009
Class PT2-I-IO-28 (4) (4) N/A Class PT1-I-28A April 2009
Class PT2-I-IO-29 (4) (4) N/A Class PT1-I-29A May 2009
Class PT2-I-IO-30 (4) (4) N/A Class PT1-I-30A June 2009
Class PT2-I-IO-31 (4) (4) N/A Class PT1-I-31A July 2009
Class PT2-I-IO-32 (4) (4) N/A Class PT1-I-32A August 2009
Class PT2-I-IO-33 (4) (4) N/A Class PT1-I-33A September 2009
Class PT2-I-IO-34 (4) (4) N/A Class PT1-I-34A October 2009
Class PT2-I-IO-35 (4) (4) N/A Class PT1-I-35A November 2009
Class PT2-I-IO-36 (4) (4) N/A Class PT1-I-36A December 2009
Class PT2-I-IO-37 (4) (4) N/A Class PT1-I-37A January 2010
Class PT2-I-IO-38 (4) (4) N/A Class PT1-I-38A February 2010
Class PT2-I-IO-39 (4) (4) N/A Class PT1-I-39A March 2010
Class PT2-I-IO-40 (4) (4) N/A Class PT1-I-40A April 2010
Class PT2-I-IO-41 (4) (4) N/A Class PT1-I-41A May 2010
Class PT2-I-IO-42 (4) (4) N/A Class PT1-I-42A June 2010
Class PT2-I-IO-43 (4) (4) N/A Class PT1-I-43A July 2010
Class PT2-I-IO-44 (4) (4) N/A Class PT1-I-44A August 2010
Class PT2-I-IO-45 (4) (4) N/A Class PT1-I-45A September 2010
Class PT2-I-IO-46 (4) (4) N/A Class PT1-I-46A October 2010
Class PT2-I-IO-47 (4) (4) N/A Class PT1-I-47A November 2010
Class PT2-I-IO-48 (4) (4) N/A Class PT1-I-48A December 2010
Class PT2-I-IO-49 (4) (4) N/A Class PT1-I-49A January 2011
Class PT2-I-IO-50 (4) (4) N/A Class PT1-I-50A February 2011
Class PT2-I-IO-51 (4) (4) N/A Class PT1-I-51A March 2011
Class PT2-I-IO-52 (4) (4) N/A Class PT1-I-52A April 2011
Class PT2-I-IO-53 (4) (4) N/A Class PT1-I-53A May 2011
Class PT2-I-IO-54 (4) (4) N/A Class PT1-I-54A June 2011
Class PT2-I-IO-55 (4) (4) N/A Class PT1-I-55A July 2011
Class PT2-I-IO-56 (4) (4) N/A Class PT1-I-56A August 2011
Class PT2-I-IO-57 (4) (4) N/A Class PT1-I-57A September 2011
Class PT2-I-IO-58 (4) (4) N/A Class PT1-I-58A October 20011
Class PT2-I-IO-59 (4) (4) N/A Class PT1-I-59A November 2011
Class PT2-II-1 (5) $16,557,959.57 N/A N/A N/A
Class PT2-II-2A (6) $5,088,925.48 Class PT2-II-IO-2 N/A N/A
Class PT2-II-2B (7) $5,088,925.48 N/A N/A N/A
Class PT2-II-3A (6) $6,303,548.15 Class PT2-II-IO-3 N/A N/A
Class PT2-II-3B (7) $6,303,548.15 N/A N/A N/A
Class PT2-II-4A (6) $6,473,573.53 Class PT2-II-IO-4 N/A N/A
Class PT2-II-4B (7) $6,473,573.53 N/A N/A N/A
Class PT2-II-5A (6) $6,622,799.10 Class PT2-II-IO-5 N/A N/A
Class PT2-II-5B (7) $6,622,799.10 N/A N/A N/A
Class PT2-II-6A (6) $6,750,647.54 Class PT2-II-IO-6 N/A N/A
Class PT2-II-6B (7) $6,750,647.54 N/A N/A N/A
Class PT2-II-7A (6) $6,856,659.20 Class PT2-II-IO-7 N/A N/A
Class PT2-II-7B (7) $6,856,659.20 N/A N/A N/A
Class PT2-II-8A (6) $7,012,635.09 Class PT2-II-IO-8 N/A N/A
Class PT2-II-8B (7) $7,012,635.09 N/A N/A N/A
Class PT2-II-9A (6) $7,071,123.92 Class PT2-II-IO-9 N/A N/A
Class PT2-II-9B (7) $7,071,123.92 N/A N/A N/A
Class PT2-II-10A (6) $7,106,959.06 Class PT2-II-IO-10 N/A
N/A
Class PT2-II-10B (7) $7,106,959.06 N/A N/A N/A
Class PT2-II-11A (6) $7,119,865.89 Class PT2-II-IO-11 N/A
N/A
Class PT2-II-11B (7) $7,119,865.89 N/A N/A N/A
Class PT2-II-12A (6) $7,108,637.88 Class PT2-II-IO-12 N/A
N/A
Class PT2-II-12B (7) $7,108,637.88 N/A N/A N/A
Class PT2-II-13A (6) $7,022,161.27 Class PT2-II-IO-13 N/A
N/A
Class PT2-II-13B (7) $7,022,161.27 N/A N/A N/A
Class PT2-II-14A (6) $6,671,506.01 Class PT2-II-IO-14 N/A
N/A
Class PT2-II-14B (7) $6,671,506.01 N/A N/A N/A
Class PT2-II-15A (6) $6,338,663.61 Class PT2-II-IO-15 N/A
N/A
Class PT2-II-15B (7) $6,338,663.61 N/A N/A N/A
Class PT2-II-16A (6) $6,022,765.82 Class PT2-II-IO-16 N/A
N/A
Class PT2-II-16B (7) $6,022,765.82 N/A N/A N/A
Class PT2-II-17A (6) $5,722,926.10 Class PT2-II-IO-17 N/A
N/A
Class PT2-II-17B (7) $5,722,926.10 N/A N/A N/A
Class PT2-II-18A (6) $5,438,315.43 Class PT2-II-IO-18 N/A
N/A
Class PT2-II-18B (7) $5,438,315.43 N/A N/A N/A
Class PT2-II-19A (6) $5,174,873.03 Class PT2-II-IO-19 N/A
N/A
Class PT2-II-19B (7) $5,174,873.03 N/A N/A N/A
Class PT2-II-20A (6) $5,056,547.75 Class PT2-II-IO-20 N/A
N/A
Class PT2-II-20B (7) $5,056,547.75 N/A N/A N/A
Class PT2-II-21A (6) $5,370,861.99 Class PT2-II-IO-21 N/A
N/A
Class PT2-II-21B (7) $5,370,861.99 N/A N/A N/A
Class PT2-II-22A (6) $10,155,365.35 Class PT2-II-IO-22 N/A
N/A
Class PT2-II-22B (7) $10,155,365.35 N/A N/A N/A
Class PT2-II-23A (6) $8,872,820.78 Class PT2-II-IO-23 N/A
N/A
Class PT2-II-23B (7) $8,872,820.78 N/A N/A N/A
Class PT2-II-24A (6) $7,765,031.57 Class PT2-II-IO-24 N/A
N/A
Class PT2-II-24B (7) $7,765,031.57 N/A N/A N/A
Class PT2-II-25A (6) $6,800,726.14 Class PT2-II-IO-25 N/A
N/A
Class PT2-II-25B (7) $6,800,726.14 N/A N/A N/A
Class PT2-II-26A (6) $5,933,081.83 Class PT2-II-IO-26 N/A
N/A
Class PT2-II-26B (7) $5,933,081.83 N/A N/A N/A
Class PT2-II-27A (6) $4,917,044.58 Class PT2-II-IO-27 N/A
N/A
Class PT2-II-27B (7) $4,917,044.58 N/A N/A N/A
Class PT2-II-28A (6) $4,138,690.60 Class PT2-II-IO-28 N/A
N/A
Class PT2-II-28B (7) $4,138,690.60 N/A N/A N/A
Class PT2-II-29A (6) $3,529,542.31 Class PT2-II-IO-29 N/A
N/A
Class PT2-II-29B (7) $3,529,542.31 N/A N/A N/A
Class PT2-II-30A (6) $3,045,345.07 Class PT2-II-IO-30 N/A
N/A
Class PT2-II-30B (7) $3,045,345.07 N/A N/A N/A
Class PT2-II-31A (6) $2,654,105.25 Class PT2-II-IO-31 N/A
N/A
Class PT2-II-31B (7) $2,654,105.25 N/A N/A N/A
Class PT2-II-32A (6) $2,333,681.02 Class PT2-II-IO-32 N/A
N/A
Class PT2-II-32B (7) $2,333,681.02 N/A N/A N/A
Class PT2-II-33A (6) $2,068,094.22 Class PT2-II-IO-33 N/A
N/A
Class PT2-II-33B (7) $2,068,094.22 N/A N/A N/A
Class PT2-II-34A (6) $1,846,420.48 Class PT2-II-IO-34 N/A
N/A
Class PT2-II-34B (7) $1,846,420.48 N/A N/A N/A
Class PT2-II-35A (6) $1,660,385.04 Class PT2-II-IO-35 N/A
N/A
Class PT2-II-35B (7) $1,660,385.04 N/A N/A N/A
Class PT2-II-36A (6) $1,501,693.69 Class PT2-II-IO-36 N/A
N/A
Class PT2-II-36B (7) $1,501,693.69 N/A N/A N/A
Class PT2-II-37A (6) $1,365,331.30 Class PT2-II-IO-37 N/A
N/A
Class PT2-II-37B (7) $1,365,331.30 N/A N/A N/A
Class PT2-II-38A (6) $1,250,710.13 Class PT2-II-IO-38 N/A
N/A
Class PT2-II-38B (7) $1,250,710.13 N/A N/A N/A
Class PT2-II-39A (6) $1,183,336.15 Class PT2-II-IO-39 N/A
N/A
Class PT2-II-39B (7) $1,183,336.15 N/A N/A N/A
Class PT2-II-40A (6) $1,119,648.31 Class PT2-II-IO-40 N/A
N/A
Class PT2-II-40B (7) $1,119,648.31 N/A N/A N/A
Class PT2-II-41A (6) $1,059,428.88 Class PT2-II-IO-41 N/A
N/A
Class PT2-II-41B (7) $1,059,428.88 N/A N/A N/A
Class PT2-II-42A (6) $1,002,545.22 Class PT2-II-IO-42 N/A
N/A
Class PT2-II-42B (7) $1,002,545.22 N/A N/A N/A
Class PT2-II-43A (6) $948,773.42 Class PT2-II-IO-43 N/A N/A
Class PT2-II-43B (7) $948,773.42 N/A N/A N/A
Class PT2-II-44A (6) $840,229.25 Class PT2-II-IO-44 N/A N/A
Class PT2-II-44B (7) $840,229.25 N/A N/A N/A
Class PT2-II-45A (6) $795,422.43 Class PT2-II-IO-45 N/A N/A
Class PT2-II-45B (7) $795,422.43 N/A N/A N/A
Class PT2-II-46A (6) $753,051.76 Class PT2-II-IO-46 N/A N/A
Class PT2-II-46B (7) $753,051.76 N/A N/A N/A
Class PT2-II-47A (6) $712,975.61 Class PT2-II-IO-47 N/A N/A
Class PT2-II-47B (7) $712,975.61 N/A N/A N/A
Class PT2-II-48A (6) $675,079.24 Class PT2-II-IO-48 N/A N/A
Class PT2-II-48B (7) $675,079.24 N/A N/A N/A
Class PT2-II-49A (6) $639,236.23 Class PT2-II-IO-49 N/A N/A
Class PT2-II-49B (7) $639,236.23 N/A N/A N/A
Class PT2-II-50A (6) $605,333.24 Class PT2-II-IO-50 N/A N/A
Class PT2-II-50B (7) $605,333.24 N/A N/A N/A
Class PT2-II-51A (6) $573,263.30 Class PT2-II-IO-51 N/A N/A
Class PT2-II-51B (7) $573,263.30 N/A N/A N/A
Class PT2-II-52A (6) $542,923.71 Class PT2-II-IO-52 N/A N/A
Class PT2-II-52B (7) $542,923.71 N/A N/A N/A
Class PT2-II-53A (6) $514,214.57 Class PT2-II-IO-53 N/A N/A
Class PT2-II-53B (7) $514,214.57 N/A N/A N/A
Class PT2-II-54A (6) $487,061.71 Class PT2-II-IO-54 N/A N/A
Class PT2-II-54B (7) $487,061.71 N/A N/A N/A
Class PT2-II-55A (6) $461,370.55 Class PT2-II-IO-55 N/A N/A
Class PT2-II-55B (7) $461,370.55 N/A N/A N/A
Class PT2-II-56A (6) $393,779.39 Class PT2-II-IO-56 N/A N/A
Class PT2-II-56B (7) $393,779.39 N/A N/A N/A
Class PT2-II-57A (6) $373,212.85 Class PT2-II-IO-57 N/A N/A
Class PT2-II-57B (7) $373,212.85 N/A N/A N/A
Class PT2-II-58A (6) $353,746.65 Class PT2-II-IO-58 N/A N/A
Class PT2-II-58B (7) $353,746.65 N/A N/A N/A
Class PT2-II-59A (6) $5,266,614.02 Class PT2-II-IO-59 N/A
N/A
Class PT2-II-59B (7) $5,266,614.02 N/A N/A N/A
Class PT2-II-IO-2 (4) (4) N/A Class PT1-II-2A February 2007
Class PT2-II-IO-3 (4) (4) N/A Class PT1-II-3A March 2007
Class PT2-II-IO-4 (4) (4) N/A Class PT1-II-4A April 2007
Class PT2-II-IO-5 (4) (4) N/A Class PT1-II-5A May 2007
Class PT2-II-IO-6 (4) (4) N/A Class PT1-II-6A June 2007
Class PT2-II-IO-7 (4) (4) N/A Class PT1-II-7A July 2007
Class PT2-II-IO-8 (4) (4) N/A Class PT1-II-8A August 2007
Class PT2-II-IO-9 (4) (4) N/A Class PT1-II-9A September 2007
Class PT2-II-IO-10 (4) (4) N/A Class PT1-II-10A October 2007
Class PT2-II-IO-11 (4) (4) N/A Class PT1-II-11A November
2007
Class PT2-II-IO-12 (4) (4) N/A Class PT1-II-12A December
2007
Class PT2-II-IO-13 (4) (4) N/A Class PT1-II-13A January 2008
Class PT2-II-IO-14 (4) (4) N/A Class PT1-II-14A February
2008
Class PT2-II-IO-15 (4) (4) N/A Class PT1-II-15A March 2008
Class PT2-II-IO-16 (4) (4) N/A Class PT1-II-16A April 2008
Class PT2-II-IO-17 (4) (4) N/A Class PT1-II-17A May 2008
Class PT2-II-IO-18 (4) (4) N/A Class PT1-II-18A June 2008
Class PT2-II-IO-19 (4) (4) N/A Class PT1-II-19A July 2008
Class PT2-II-IO-20 (4) (4) N/A Class PT1-II-20A August 2008
Class PT2-II-IO-21 (4) (4) N/A Class PT1-II-21A September
2008
Class PT2-II-IO-22 (4) (4) N/A Class PT1-II-22A October 2008
Class PT2-II-IO-23 (4) (4) N/A Class PT1-II-23A November
2008
Class PT2-II-IO-24 (4) (4) N/A Class PT1-II-24A December
2008
Class PT2-II-IO-25 (4) (4) N/A Class PT1-II-25A January 2009
Class PT2-II-IO-26 (4) (4) N/A Class PT1-II-26A February
2009
Class PT2-II-IO-27 (4) (4) N/A Class PT1-II-27A March 2009
Class PT2-II-IO-28 (4) (4) N/A Class PT1-II-28A April 2009
Class PT2-II-IO-29 (4) (4) N/A Class PT1-II-29A May 2009
Class PT2-II-IO-30 (4) (4) N/A Class PT1-II-30A June 2009
Class PT2-II-IO-31 (4) (4) N/A Class PT1-II-31A July 2009
Class PT2-II-IO-32 (4) (4) N/A Class PT1-II-32A August 2009
Class PT2-II-IO-33 (4) (4) N/A Class PT1-II-33A September
2009
Class PT2-II-IO-34 (4) (4) N/A Class PT1-II-34A October 2009
Class PT2-II-IO-35 (4) (4) N/A Class PT1-II-35A November
2009
Class PT2-II-IO-36 (4) (4) N/A Class PT1-II-36A December
2009
Class PT2-II-IO-37 (4) (4) N/A Class PT1-II-37A January 2010
Class PT2-II-IO-38 (4) (4) N/A Class PT1-II-38A February
2010
Class PT2-II-IO-39 (4) (4) N/A Class PT1-II-39A March 2010
Class PT2-II-IO-40 (4) (4) N/A Class PT1-II-40A April 2010
Class PT2-II-IO-41 (4) (4) N/A Class PT1-II-41A May 2010
Class PT2-II-IO-42 (4) (4) N/A Class PT1-II-42A June 2010
Class PT2-II-IO-43 (4) (4) N/A Class PT1-II-43A July 2010
Class PT2-II-IO-44 (4) (4) N/A Class PT1-II-44A August 2010
Class PT2-II-IO-45 (4) (4) N/A Class PT1-II-45A September
2010
Class PT2-II-IO-46 (4) (4) N/A Class PT1-II-46A October 2010
Class PT2-II-IO-47 (4) (4) N/A Class PT1-II-47A November
2010
Class PT2-II-IO-48 (4) (4) N/A Class PT1-II-48A December
2010
Class PT2-II-IO-49 (4) (4) N/A Class PT1-II-49A January 2011
Class PT2-II-IO-50 (4) (4) N/A Class PT1-II-50A February
2011
Class PT2-II-IO-51 (4) (4) N/A Class PT1-II-51A March 2011
Class PT2-II-IO-52 (4) (4) N/A Class PT1-II-52A April 2011
Class PT2-II-IO-53 (4) (4) N/A Class PT1-II-53A May 2011
Class PT2-II-IO-54 (4) (4) N/A Class PT1-II-54A June 2011
Class PT2-II-IO-55 (4) (4) N/A Class PT1-II-55A July 2011
Class PT2-II-IO-56 (4) (4) N/A Class PT1-II-56A August 2011
Class PT2-II-IO-57 (4) (4) N/A Class PT1-II-57A September
2011
Class PT2-II-IO-58 (4) (4) N/A Class PT1-II-58A October 2011
Class PT2-II-IO-59 (4) (4) N/A Class PT1-II-59A November
2011
Class PT2-R (8) (8) N/A N/A N/A
</TABLE>
------------
(1) For any Distribution Date (and the related Interest Accrual
Period), this
Pooling Tier REMIC-2 Regular Interest shall bear interest at a
per annum
rate (its "Pooling Tier REMIC-2 Interest Rate") equal to the
Pooling Tier
REMIC-1 Loan Group I WAC Rate.
(2) For any Distribution Date (and the related Interest Accrual
Period), this
Pooling Tier REMIC-2 Regular Interest shall bear interest at a
per annum
rate (its "Pooling Tier REMIC-2 Interest Rate") equal to the
weighted
average of the Pooling Tier REMIC-1 Interest Rates on the
Pooling Tier
REMIC-1 Regular Interests relating to the Group I Mortgage Loans
and
having an "A" in their class designation, provided that, on
each
Distribution Date on which interest is distributable on the
Corresponding
Pooling Tier REMIC-2 IO Interest, this Pooling Tier REMIC-2
Regular
Interest shall bear interest at a per annum rate equal to Swap
LIBOR
subject to a maximum rate equal to the weighted average of the
Pooling
Tier REMIC-1 Interest Rates on the Pooling Tier REMIC-1 Regular
Interests
relating to the Group I Mortgage Loans and having an "A" in
their class
designation.
(3) For any Distribution Date (and the related Interest Accrual
Period), this
Pooling Tier REMIC-2 Regular Interest shall bear interest at a
per annum
rate (its "Pooling Tier REMIC-2 Interest Rate") equal to the
weighted
average of the Pooling Tier REMIC-1 Interest Rates on the
Pooling Tier
REMIC-1 Regular Interests relating to the Group I Mortgage Loans
and
having a "B" in their class designation.
(4) Each Pooling Tier REMIC-2 IO Interest is an interest-only
interest and
does not have a principal balance but has a notional balance
("Pooling
Tier REMIC-2 IO Notional Balance") equal to the Pooling Tier
REMIC-1
Principal Amount of the Corresponding Pooling Tier REMIC-1
Regular
Interest. From the Closing Date through and including the
Corresponding
Actual Crossover Distribution Date, each Pooling Tier REMIC-2 IO
Interest
shall be entitled to receive interest that accrues on the
Corresponding
Pooling Tier REMIC-1 Regular Interest at a rate equal to the
excess, if
any, of (i) the Pooling Tier REMIC-1 Interest Rate for the
Corresponding
Pooling Tier REMIC-1 Regular Interest over (ii) Swap LIBOR.
After the
related Corresponding Actual Crossover Distribution Date, the
Pooling Tier
REMIC-2 IO Interest shall not accrue interest.
(5) For any Distribution Date (and the related Interest Accrual
Period), this
Pooling Tier REMIC-2 Regular Interest shall bear interest at a
per annum
rate (its "Pooling Tier REMIC-2 Interest Rate") equal to the
Pooling Tier
REMIC-1 Loan Group II WAC Rate.
(6) For any Distribution Date (and the related Interest Accrual
Period), this
Pooling Tier REMIC-2 Regular Interest shall bear interest at a
per annum
rate (its "Pooling Tier REMIC-2 Interest Rate") equal to the
weighted
average of the Pooling Tier REMIC-1 Interest Rates on the
Pooling Tier
REMIC-1 Regular Interests relating to the Group II Mortgage
Loans and
having an "A" in their class designation, provided that, on
each
Distribution Date on which interest is distributable on the
Corresponding
Pooling Tier REMIC-2 IO Interest, this Pooling Tier REMIC-2
Regular
Interest shall bear interest at a per annum rate equal to Swap
LIBOR
subject to a maximum rate equal to the weighted average of the
Pooling
Tier REMIC-1 Interest Rates on the Pooling Tier REMIC-1 Regular
Interests
relating to the Group II Mortgage Loans and having an "A" in
their class
designation.
(7) For any Distribution Date (and the related Interest Accrual
Period), this
Pooling Tier REMIC-2 Regular Interest shall bear interest at a
per annum
rate (its "Pooling Tier REMIC-2 Interest Rate") equal to the
weighted
average of the Pooling Tier REMIC-1 Interest Rates on the
Pooling Tier
REMIC-1 Regular Interests relating to the Group II Mortgage
Loans and
having a "B" in their class designation.
(8) The Class PT2-R Interest shall not have a principal balance
and shall not
bear interest.
On each Distribution Date, the interest distributable in respect
of
the Mortgage Loans for such Distribution Date shall be
distributed to the
Pooling Tier REMIC-2 Regular Interests at the Pooling Tier
REMIC-2 Interest
Rates shown above.
On each Distribution Date, Realized Losses, Subsequent
Recoveries
and payments of principal in respect of the Group I Mortgage
Loans (including,
for the first Distribution Date only, the portion of the Closing
Date Deposit
Amount allocable to the Group I Mortgage Loans) shall be
allocated to the then
outstanding Pooling Tier REMIC-2 Regular Interests (other than
the Pooling Tier
REMIC-2 IO Interests) relating to the Group I Mortgage Loans
with the lowest
numerical denomination until the Pooling Tier REMIC-2 Principal
Amount of such
interest or interests, as the case may be, is reduced to zero,
provided that,
for Pooling Tier REMIC-2 Regular Interests Mortgage Loans with
the same
numerical denomination, such Realized Losses, Subsequent
Recoveries and payments
of principal shall be allocated pro rata between such Pooling
Tier REMIC-2
Regular Interests until the Pooling Tier REMIC-2 Principal
Amount of such
interests is reduced to zero.
On each Distribution Date, Realized Losses, Subsequent
Recoveries
and payments of principal in respect of the Group II Mortgage
Loans (including,
for the first Distribution Date only, the portion of the Closing
Date Deposit
Amount allocable to the Group II Mortgage Loans) shall be
allocated to the
outstanding Pooling Tier REMIC-2 Regular Interests (other than
the Pooling Tier
REMIC-2 IO Interests) relating to the Group II Mortgage Loans
with the lowest
numerical denomination until the Pooling Tier REMIC-2 Principal
Amount of such
interest is reduced to zero, provided that, for Pooling Tier
REMIC-2 Regular
Interests relating to the Group II Mortgage Loans with the same
numerical
denomination, such Realized Losses, Subsequent Recoveries and
payments of
principal shall be allocated pro rata between such Pooling Tier
REMIC-2 Regular
Interests until the Pooling Tier REMIC-2 Principal Amount of
such interests is
reduced to zero.
Lower Tier REMIC
The Lower Tier REMIC shall issue the following interests, and
each
such interest, other than the Class LT-R Interest, is hereby
designated as a
regular interest in the Lower Tier REMIC. The Class LT-R
Interest is hereby
designated as the sole class of residual interest in the Lower
Tier REMIC and
shall be represented by the Class R-II Certificates.
<PAGE>
Corresponding
Lower Tier Upper Tier
Lower Tier REMIC REMIC Initial Lower Tier REMIC Regular
Class Designation Interest Rate REMIC Principal Amount
Interest
------------------- --------------
------------------------------ --------------
Class LT-A-1 (1) 1/4 Corresponding Upper Tier A-1
REMIC Regular Interest
initial Class Principal
Balance
Class LT-A-2A (1) 1/4 Corresponding Upper Tier A-2A
REMIC Regular Interest
initial Class Principal
Balance
Class LT-A-2B (1) 1/4 Corresponding Upper Tier A-2B
REMIC Regular Interest
initial Class Principal
Balance
Class LT-A-2C (1) 1/4 Corresponding Upper Tier A-2C
REMIC Regular Interest
initial Class Principal
Balance
Class LT-M-1 (1) 1/4 Corresponding Upper Tier M-1
REMIC Regular Interest
initial Class Principal
Balance
Class LT-M-2 (1) 1/4 Corresponding Upper Tier M-2
REMIC Regular Interest
initial Class Principal
Balance
Class LT-M-3 (1) 1/4 Corresponding Upper Tier M-3
REMIC Regular Interest
initial Class Principal
Balance
Class LT-M-4 (1) 1/4 Corresponding Upper Tier M-4
REMIC Regular Interest
initial Class Principal
Balance
Class LT-M-5 (1) 1/4 Corresponding Upper Tier M-5
REMIC Regular Interest
initial Class Principal
Balance
Class LT-M-6 (1) 1/4 Corresponding Upper Tier M-6
REMIC Regular Interest
initial Class Principal
Balance
Class LT-B-1 (1) 1/4 Corresponding Upper Tier B-1
REMIC Regular Interest
initial Class Principal
Balance
Class LT-B-2 (1) 1/4 Corresponding Upper Tier B-2
REMIC Regular Interest
initial Class Principal
Balance
Class LT-B-3 (1) 1/4 Corresponding Upper Tier B-3
REMIC Regular Interest
initial Class Principal
Balance
Class LT-Accrual (1) 1/4 Pool Stated Principal N/A
Balance plus 1/4
Subordinated Amount
Class LT- (1) 0.01% initial Group N/A
Group I(SUB) Subordinated Amount of the
Group I Mortgage Loans (6)
Class LT- (2) 0.01% initial aggregate N/A
Group I Stated Principal Balance of
the Group I Mortgage
Loans (6)
Class LT- (1) 0.01% initial Group N/A
Group II(SUB) Subordinated Amount of the
Group II Mortgage Loans (6)
Class LT- (3) 0.01% initial aggregate N/A
Group II Stated Principal Balance of
the Group II Mortgage
Loans (6)
Class LT-XX (1) 1/2 initial Pool Stated N/A
Principal Balance, less
aggregate Initial Lower Tier
REMIC Principal Amounts of
Class LT-Group I(SUB),
Class LT-Group I,
Class LT-Group II(SUB) and
Class LT-Group II Interests
Class LT-IO (4) (4) N/A
Class LT-R (5) (5) N/A
------------
(1) The interest rate with respect to any Distribution Date for
these
interests is a per annum variable rate equal to the Lower Tier
REMIC WAC
Rate.
(2) The interest rate with respect to any Distribution Date for
the Class
LT-Group I Interest is a per annum variable rate (expressed as
a
percentage rounded to eight decimal places) equal to the
weighted average
of the Pooling Tier REMIC-2 Interest Rates of the Pooling Tier
REMIC-2
Regular Interests (other than the Pooling Tier REMIC-2 IO
Interests)
relating to the Group I Mortgage Loans.
(3) The interest rate with respect to any Distribution Date for
the Class
LT-Group II Interest is a per annum variable rate (expressed as
a
percentage rounded to eight decimal places) equal to the
weighted average
of the Pooling Tier REMIC-2 Interest Rates of the Pooling Tier
REMIC-2
Regular Interests (other than the Pooling Tier REMIC-2 IO
Interests)
relating to the Group II Mortgage Loans.
(4) This Lower Tier Regular Interest is an interest-only
interest and does not
have a Lower Tier REMIC Principal Amount. On each Distribution
Date, this
Lower Tier Regular Interest shall be entitled to receive all
interest
distributable on the Pooling Tier REMIC-2 IO Interests.
(5) The Class LT-R Interest is the sole class of residual
interest in the
Lower Tier REMIC and it does not have a principal amount or an
interest
rate.
(6) For all Distribution Dates, the Lower Tier Principal Amount
of these Lower
Tier REMIC Regular Interests shall be rounded to eight decimal
places.
Each Lower Tier REMIC Regular Interest is hereby designated as
a
regular interest in the Lower Tier REMIC. The Class LT-A-1,
Class LT-A-2A, Class
LT-A-2B, Class LT-A-2C, Class LT-M-1, Class LT-M-2, Class
LT-M-3, Class LT-M-4,
Class LT-M-5, Class LT-M-6, Class LT-B-1, Class LT-B-2 and Class
LT-B-3
Interests are hereby designated the LT Accretion Directed
Classes (the "LT
Accretion Directed Classes").
On each Distribution Date, 25% of the increase in the
Subordinated
Amount shall be payable as a reduction of the Lower Tier REMIC
Principal Amount
of the LT Accretion Directed Classes (each such Class will be
reduced by an
amount equal to 25% of any increase in the Subordinated Amount
that is
attributable to a reduction in the Class Certificate Balance of
its
Corresponding Class) and shall be accrued and added to the Lower
Tier REMIC
Principal Amount of the Class LT-Accrual Interest. On each
Distribution Date,
the increase in the Lower Tier REMIC Principal Amount of the
Class LT-Accrual
Interest may not exceed interest accruals for such Distribution
Date for the
Class LT-Accrual Interest. All payments of scheduled principal
and prepayments
of principal generated by the Mortgage Loans (including, for the
first
Distribution Date only, the Closing Date Deposit Amount) and all
Subsequent
Recoveries allocable to principal shall be allocated (i) 25% to
the Class
LT-Accrual Interest, (ii) 25% to the LT Accretion Directed
Classes (such
principal payments and Subsequent Recoveries shall be allocated
among such LT
Accretion Directed Classes in an amount equal to 25% of the
principal amounts
and Subsequent Recoveries allocated to their respective
Corresponding Classes),
until paid in full and (iii) 50% to Class LT-Group I(SUB)
Interest, Class
LT-Group I Interest, Class LT-Group II(SUB) Interest, Class
LT-Group II Interest
and Class LT-XX Interest (and further allocated among these
Lower Tier REMIC
Regular Interests in the manner described in the next sentence).
As among the
Class LT-Group I(SUB) Interest, Class LT-Group I Interest, Class
LT-Group
II(SUB) Interest, Class LT-Group II Interest and Class LT-XX
Interest, all
payments of scheduled principal and prepayments of principal
generated by the
Mortgage Loans and Subsequent Recoveries referred to in clause
(iii) of the
previous sentence shall be allocated (i) first, to the Class
LT-Group I(SUB)
Interest, and Class LT-Group II(SUB) Interest, each from the
related Loan Group,
so that their respective Lower Tier REMIC Principal Amount
(computed to at least
eight decimal places) is equal to 0.01% of the related Group
Subordinated Amount
(except that if any such amount is a larger number than in the
preceding
distribution period, the least amount of principal shall be
distributed to the
Class LT-Group I(SUB) Interest and Class LT-Group II(SUB)
Interest, as
applicable, such that the Lower Tier REMIC Subordinated Balance
Ratio is
maintained); (ii) second, to the Class LT-Group I Interest and
the Class
LT-Group II Interest 0.01% of the principal collected in respect
of the related
Loan Group; and (iii) third, any remaining amounts of principal
shall be
distributed to the Class LT-XX Interest. Notwithstanding the
above, principal
payments allocated to the Class X Interest that result in the
reduction in the
Subordinated Amount shall be allocated (i) 50% to the Class
LT-Accrual Interest
(until paid in full) and (ii) 50% to the Class LT-Group I(SUB)
Interest, the
Class LT-Group II(SUB) Interest, the Class LT-Group I Interest,
the Class
LT-Group II Interest and the Class LT-XX Interest (and allocated
among these
Lower Tier REMIC Regular Interests in a manner similar to that
described in the
immediately preceding sentence).
Reductions to Lower Tier REMIC Principal Amounts as a result
of
Realized Losses and increases in Lower Tier REMIC Principal
Amounts as a result
of Subsequent Recoveries shall be applied so that after all
distributions have
been made on each Distribution Date (i) the Lower Tier REMIC
Principal Amount of
each LT Accretion Directed Class is equal to 25% of the Class
Certificate
Balance of its Corresponding Class, (ii) the Class LT-Accrual
Interest is equal
to 25% of the aggregate Stated Principal Balance of the Mortgage
Loans plus 25%
of the Subordinated Amount, (iii) the Class LT-Group I(SUB)
Interest is equal to
0.01% of the Group Subordinated Amount of the Group I Mortgage
Loans, (iv) the
Class LT-Group II(SUB) Interest is equal to 0.01% of the Group
Subordinated
Amount of the Group II Mortgage Loans, (v) the Class LT-Group I
Interest is
equal to 0.01% of the aggregate Stated Principal Balance of the
Group I Mortgage
Loans, (vi) the Class LT-Group II Interest is equal to 0.01% of
the aggregate
Stated Principal Balance of the Group II Mortgage Loans and
(vii) the remainder
shall be applied to the Class LT-XX Interest.
Upper Tier REMIC
The Upper Tier REMIC shall issue the following classes of Upper
Tier
REMIC Regular Interests and each such interest, other than the
Class UT-R
Interest, is hereby designated as a regular interest in the
Upper Tier REMIC.
The Class UT-R Interest is hereby designated as the sole class
of residual
interests in the Upper Tier REMIC and shall be represented by
the Class R-II
Certificates.
Initial Upper Corresponding
Upper Tier REMIC Upper Tier REMIC Tier REMIC Class of
Class Designation Interest Rate Principal Amount
Certificates
--------------------- ------------------ -------------------
---------------
Class A-1 (1) $298,921,000 Class A-1
Class A-2A (2) $188,547,000 Class A-2A
Class A-2B (2) $127,231,000 Class A-2B
Class A-2C (2) $18,060,000 Class A-2C
Class M-1 (3) $47,075,000 Class M-1
Class M-2 (3) $41,986,000 Class M-2
Class M-3 (3) $15,268,000 Class M-3
Class M-4 (3) $20,357,000 Class M-4
Class M-5 (3) $15,267,000 Class M-5
Class M-6 (3) $11,875,000 Class M-6
Class B-1 (3) $13,571,000 Class B-1
Class B-2 (3) $7,634,000 Class B-2
Class B-3 (3) $11,027,000 Class B-3
Class IO (4) (4)
Class X (5) (5) Class X (5)
Class UT-R (6) (6) Class R-II
------------
(1) For any Distribution Date (and the related Interest Accrual
Period), this
interest shall bear interest at the lesser of (i) the
Pass-Through Rate
(determined without regard to the Group I Loan Cap) for the
Corresponding
Class of Certificates and (ii) the Lower Tier Interest Rate for
the Class
LT-Group I Interest (the "Upper Tier REMIC Loan Group I
Rate").
(2) For any Distribution Date (and the related Interest Accrual
Period), this
interest shall bear interest at the lesser of (i) the
Pass-Through Rate
(determined without regard to the Group II Loan Cap) for the
Corresponding
Class of Certificates and (ii) the Lower Tier Interest Rate for
the Class
LT-Group II Interest (the "Upper Tier REMIC Loan Group II
Rate").
(3) For any Distribution Date (and the related Interest Accrual
Period), this
interest shall bear interest at the lesser of (i) the
Pass-Through Rate
(determined without regard to the Pool Cap) for the
Corresponding Class of
Certificates and (ii) the Upper Tier REMIC Pool Cap Rate.
(4) This interest is an interest-only interest and does not have
a principal
balance. On each Distribution Date, the Class IO Interest shall
be
entitled to receive all interest distributable on the Class
LT-IO
Interest. This interest shall be beneficially owned by the
holders of the
Class X Certificates and shall be held as an asset of the
Supplemental
Interest Account.
(5) The Class X Interest has an initial principal balance of
$31,384,063 but
it will not accrue interest on such balance but will accrue
interest on a
notional principal balance. As of any Distribution Date, the
Class X
Interest shall have a notional principal balance equal to the
aggregate of
the Lower Tier Principal Amounts of the Lower Tier REMIC Regular
Interests
(other than the Class LT-IO Interest) as of the first day of the
related
Interest Accrual Period. With respect to any Interest Accrual
Period, the
Class X Interest shall bear interest at a rate equal to the
excess, if
any, of the Lower Tier REMIC WAC Rate over the product of (i) 2
and (ii)
the weighted average Lower Tier REMIC Interest Rate of the Lower
Tier
REMIC Regular Interests (other than Class LT-Group I(SUB), Class
LT-Group
I, Class LT-Group II(SUB), Class LT-Group II, Class LT-XX and
Class LT-IO
Interests), where the Lower Tier REMIC Interest Rate on the
Class
LT-Accrual Interest is subject to a cap equal to zero and
each
LT-Accretion Directed Class is subject to a cap equal to the
Upper Tier
Interest Rate on its Corresponding Class of Upper Tier Regular
Interest.
With respect to any Distribution Date, interest that so accrues
on the
notional principal balance of the Class X Interest shall be
deferred in an
amount equal to any increase in the Subordinated Amount on
such
Distribution Date. Such deferred interest shall not itself bear
interest.
(6) The Class UT-R Interest does not have an interest rate or a
principal
balance.
On each Distribution Date, interest distributable in respect of
the
Lower Tier Interests for such Distribution Date shall be deemed
to be
distributed on the interests in the Upper Tier REMIC at the
rates shown above,
provided that the Class IO Interest shall be entitled to receive
interest before
any other interest in the Upper Tier REMIC.
On each Distribution Date, all Realized Losses, Subsequent
Recoveries and all payments of principal shall be allocated to
the Upper Tier
Interests until the outstanding principal balance of each such
interest equals
the outstanding Class Certificate Balance of the Corresponding
Class of
Certificates as of such Distribution Date.
Certificates
Class Pass-Through Class Certificate
Class Designation Rate Balance
-------------------- -------------------
--------------------
Class A-1 (7) (1) $298,921,000
Class A-2A (7) (2) $188,547,000
Class A-2B (7) (2) $127,231,000
Class A-2C (7) (2) $18,060,000
Class M-1 (7) (3) $47,075,000
Class M-2 (7) (3) $41,986,000
Class M-3 (7) (3) $15,268,000
Class M-4 (7) (3) $20,357,000
Class M-5 (7) (3) $15,267,000
Class M-6 (7) (3) $11,875,000
Class B-1 (7) (3) $13,571,000
Class B-2 (7) (3) $7,634,000
Class B-3 (7) (3) $11,027,000
Class X (4) (4)
Class R-I (5) (5)
Class R-II (6) (6)
------------
(1) The Class A-1 Certificates will bear interest during each
Interest Accrual
Period at a per annum rate equal to the lesser of (i) LIBOR plus
the
applicable Pass-Through Margin and (ii) the Group I Loan
Cap.
(2) The Class A-2A, Class A-2B and Class A-2C Certificates will
bear interest
during each Interest Accrual Period at a per annum rate equal to
the
lesser of (i) LIBOR plus the applicable Pass-Through Margin and
(ii) the
Group II Loan Cap.
(3) The Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
Class M-6,
Class B-1, Class B-2 and Class B-3 Certificates will bear
interest during
each Interest Accrual Period at a per annum rate equal to the
lesser of
(i) LIBOR plus the applicable Pass-Through Margin and (ii) the
Pool Cap.
(4) The Class X Certificates will represent beneficial ownership
of the Class
X Interest, the Class IO Interest, the right to receive Class
IO
Shortfalls, the Cap Agreement, the Interest Rate Swap Agreement,
amounts
in the Supplemental Interest Account, subject to the obligation
to pay Net
Swap Payments to the Swap Provider and Basis Risk Carry Forward
Amounts
and, without duplication, Upper Tier Carry Forward Amounts to
the LIBOR
Certificates. For federal income tax purposes, the Trustee will
treat a
Class X Certificateholder's obligation to make payments to the
LIBOR
Certificates of Basis Risk Carry Forward Amounts from the Excess
Reserve
Fund Account and the Supplemental Interest Account and,
without
duplication, Upper Tier Carry Forward Amounts from the
Supplemental
Interest Account and the right to receive Class IO Shortfalls as
payments
made or received pursuant to a notional principal contract
between the
Class X Certificateholders and the Holders of each Class of
LIBOR
Certificates. Such rights of the Class X Certificateholders and
LIBOR
Certificateholders shall be treated as held in a portion of the
Trust Fund
that is treated as a grantor trust under subpart E, Part I of
subchapter J
of the Code. The Class X Certificates do not have a Class
Certificate
Balance.
(5) The Class R-I Certificates do not have a principal balance
or an interest
rate. The Class R-I Certificates represent the residual interest
in
Pooling Tier REMIC-1.
(6) The Class R-II Certificates do not have a principal balance
or an interest
rate. The Class R-II Certificates represent ownership of the
Class PT2-R
Interest, the Class LT-R Interest and the Class UT-R
Interest.
(7) Each of these Certificates will represent not only the
ownership of the
Corresponding Class of Upper Tier REMIC Regular Interest but
also the
right to receive payments from the Excess Reserve Fund Account
and
Supplemental Interest Account in respect of any Basis Risk Carry
Forward
Amounts and, without duplication, from the Supplemental Interest
Account
in respect of Upper Tier Carry Forward Amounts. Each of these
Certificates
will also be subject to the obligation to pay Class IO
Shortfalls as
described in Section 8.13. For federal income tax purposes, any
amount
distributed on the LIBOR Certificates on any such Distribution
Date in
excess of the amount distributable on their Corresponding Class
of Upper
Tier Regular Interest on such Distribution Date shall be treated
as having
been paid from the Excess Reserve Fund Account or the
Supplemental
Interest Account, as applicable, and any amount distributable on
such
Corresponding Class of Upper Tier Regular Interest on such
Distribution
Date in excess of the amount distributable on the Corresponding
Class of
Certificates on such Distribution Date shall be treated as
having been
paid to the Supplemental Interest Account, all pursuant to, and
as further
provided in Section 8.13. For federal income tax purposes, the
Trustee
will treat a LIBOR Certificateholder's right to receive payments
from the
Excess Reserve Fund Account and Supplemental Interest Account
subject to
the obligation to pay Class IO Shortfalls as payments made
pursuant to a
notional principal contract between the Class X
Certificateholders and the
Holders of each Class of LIBOR Certificates.
The minimum denomination for each Class of Certificates, other
than
the Class P and Class X Certificates and the Residual
Certificates, will be
$25,000 with integral multiples of $1 in excess thereof except
that one
Certificate in each Class may be issued in a different amount.
The minimum
denomination for each of the Class P and Class X Certificates
will be a 1%
Percentage Interest in such Class, and the minimum denomination
for the Residual
Certificates shall be 100% Percentage Interest in such
Class.
It is expected that each Class of Certificates will receive
its
final distribution on or prior to the applicable Final Scheduled
Distribution
Date.
Set forth below are designations of Classes of Certificates to
the
categories used herein:
Book-Entry Certificates...... All Classes of Certificates other
than the
Physical Certificates.
Class A Certificates......... Class A-1, Class A-2A, Class A-2B
and
Class A-2C Certificates.
Class B Certificates......... Class B-1, Class B-2 and Class B-3
Certificates.
Class M Certificates......... Class M-1, Class M-2, Class M-3,
Class M-4,
Class M-5 and Class M-6 Certificates.
Delay Certificates........... None.
ERISA-Restricted
Certificates............... Class P and Class X Certificates and
the Residual
Certificates; any certificate with a rating below
the lowest applicable permitted rating under the
Underwriters' Exemption.
Group I Class A Certificates. Class A-1 Certificates.
Group II Class A
Certificates............... Class A-2A, Class A-2B and Class
A-2C
Certificates.
LIBOR Certificates........... Class A and Subordinated
Certificates.
Non-Delay Certificates....... Class A, Class X and Subordinated
Certificates.
Offered Certificates......... All Classes of Certificates other
than the
Private Certificates.
Physical Certificates........ Class P and Class X Certificates
and the
Residual Certificates.
Private Certificates......... Class A-1, Class P and Class X
Certificates and
the Residual Certificates.
Rating Agencies.............. Moody's, Fitch, Standard &
Poor's and DBRS.
Regular Certificates......... All Classes of Certificates other
than the
Class P Certificates and the Residual
Certificates.
Residual Certificates........ Class R-I and Class R-II
Certificates.
Sequential Class M
Certificates............... Class M-1, Class M-2 and Class M-3
Certificates.
Subordinated Certificates.... Class M and Class B
Certificates.
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and
phrases,
unless the context otherwise requires, shall have the following
meanings:
Accepted Servicing Practices: With respect to any Mortgage
Loan,
those mortgage servicing practices set forth in Section 3.01(a)
of this
Agreement.
Account: Any of the Collection Account, the Distribution
Account,
any Escrow Account, the Supplemental Interest Account, the
Supplemental Float
Account or the Excess Reserve Fund Account. Each Account shall
be an Eligible
Account.
Accrued Certificate Interest Distribution Amount: With respect
to
any Distribution Date for each Class of LIBOR Certificates, the
amount of
interest accrued during the related Interest Accrual Period at
the applicable
Pass-Through Rate on the related Class Certificate Balance
immediately prior to
such Distribution Date, as reduced by such Class' share of Net
Prepayment
Interest Shortfalls and Relief Act Interest Shortfalls for such
Distribution
Date allocated to such Class pursuant to Section 4.02.
Additional Disclosure Notification: As defined in Section
8.12(c).
Additional Form 10-D Disclosure: As defined in Section
8.12(b).
Additional Form 10-K Disclosure: As defined in Section
8.12(c).
Adjustable Rate Mortgage Loan: An adjustable rate Mortgage
Loan.
Adjusted Net Mortgage Rate: As to each Mortgage Loan and at
any
time, the per annum rate equal to the Mortgage Rate less the
Expense Fee Rate.
Adjustment Date: As to any Adjustable Rate Mortgage Loan, the
first
Due Date on which the related Mortgage Rate adjusts as set forth
in the related
Mortgage Note and each Due Date thereafter on which the Mortgage
Rate adjusts as
set forth in the related Mortgage Note.
Advance: Any P&I Advance or Servicing Advance.
Advance Facility: A financing or other facility as described
in
Section 10.10.
Advance Reimbursement Amounts: As defined in Section 10.10.
Advancing Person: The Person to whom the Servicer's rights
under
this Agreement to be reimbursed for any P&I Advances or
Servicing Advances have
been assigned pursuant to Section 10.10.
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
or supplements hereto.
Amount Held for Future Distribution: As to the Certificates on
any
Distribution Date, the aggregate amount held in the Collection
Account at the
close of business on the related Determination Date on account
of (i) Principal
Prepayments, Insurance Proceeds, Condemnation Proceeds,
Liquidation Proceeds and
Subsequent Recoveries on the Mortgage Loans received after the
end of the
related Prepayment Period and (ii) all Scheduled Payments on the
Mortgage Loans
due after the end of the related Due Period.
Analytics Company: Intex Solutions, Inc., or any other bond
analytics service provider identified to the Trustee by the
Depositor.
Applied Realized Loss Amount: With respect to any Distribution
Date,
the amount, if any, by which the aggregate Class Certificate
Balance of the
LIBOR Certificates after distributions of principal on such
Distribution Date
exceeds the aggregate Stated Principal Balance of the Mortgage
Loans for such
Distribution Date.
Appraised Value: The value set forth in an appraisal made in
connection with the origination of the related Mortgage Loan as
the value of the
Mortgaged Property.
Assignment of Mortgage: An assignment of the Mortgage, notice
of
transfer or equivalent instrument in recordable form (other than
the assignee's
name and recording information not yet returned from the
recording office),
reflecting the sale of the Mortgage to the Trustee.
Available Funds: With respect to any Distribution Date and
the
Mortgage Loans, to the extent received by the Trustee (x) the
sum of (i) all
scheduled installments of interest (net of the related Expense
Fees) and
principal due on the Due Date on such Mortgage Loans in the
related Due Period
and received by the Servicer on or prior to the related
Determination Date,
together with any P&I Advances in respect thereof; (ii) all
Condemnation
Proceeds, Insurance Proceeds, Liquidation Proceeds and
Subsequent Recoveries
received by the Servicer during the related Prepayment Period
(in each case, net
of unreimbursed expenses incurred in connection with a
liquidation or
foreclosure and unreimbursed Advances, if any); (iii) all
partial or full
prepayments on the Mortgage Loans received by the Servicer
during the related
Prepayment Period together with all Compensating Interest paid
by the Servicer
in connection therewith (excluding any Prepayment Charges); (iv)
all
Substitution Adjustment Amounts with respect to substitutions of
Mortgage Loans
that occur on or prior to the related Determination Date; (v)
all amounts
received with respect to such Distribution Date as the
Repurchase Price in
respect of a Mortgage Loan repurchased on or prior to the
related Determination
Date; (vi) the proceeds with respect to the termination of the
Trust Fund
pursuant to clause (a) of Section 9.01; and (vii) the Closing
Date Deposit
Amount; reduced by (y) amounts in reimbursement for Advances
previously made
with respect to the Mortgage Loans and other amounts as to which
the Servicer,
the Depositor or the Trustee are entitled to be paid or
reimbursed pursuant to
this Agreement.
Balloon Loan: Any Mortgage Loan that requires only payments
of
interest until the stated maturity date of the Mortgage Loan or
Scheduled
Payments of principal (not including the payment due on its
stated maturity
date) that are based on an amortization schedule that would be
insufficient to
fully amortize the principal thereof by the stated maturity date
of the Mortgage
Loan.
Basic Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the Principal Remittance
Amount for such
Distribution Date over (ii) the Excess Subordinated Amount, if
any, for such
Distribution Date.
Basis Risk Cap Payment: With respect to the Cap Agreement and
for
any Distribution Date, the amount, if any, required to be paid
by the Cap
Provider with respect to such Distribution Date under the Cap
Agreement.
Basis Risk Carry Forward Amount: With respect to each Class of
LIBOR
Certificates, as of any Distribution Date, the sum of (A) if on
such
Distribution Date the Pass-Through Rate for any Class of LIBOR
Certificates is
based upon a Group Loan Cap or the Pool Cap, as applicable, the
excess of (i)
the Accrued Certificate Interest Distribution Amount such Class
of Certificates
would otherwise be entitled to receive on such Distribution Date
had such rate
been calculated as the sum of LIBOR and the applicable
Pass-Through Margin on
such Class of Certificates for such Distribution Date, over (ii)
the Accrued
Certificate Interest Distribution Amount payable on such Class
of Certificates
on such Distribution Date giving effect to (a) with respect to
the Group I Class
A Certificates, the Group I Loan Cap, (b) with respect to the
Group II Class A
Certificates, the Group II Loan Cap, and (c) with respect to
each other Class of
LIBOR Certificates, the Pool Cap, and (B) the portion of any
such excess
described in clause (A) for such Class of Certificates from all
previous
Distribution Dates not previously paid, together with interest
thereon at a rate
equal to the sum of LIBOR and the applicable Pass-Through Margin
for such Class
of Certificates for such Distribution Date.
Basis Risk Payment: For any Distribution Date, an amount equal
to
the lesser of (i) the aggregate of the Basis Risk Carry Forward
Amounts for such
Distribution Date and (ii) the Class X Distributable Amount
(prior to any
reduction for (x) amounts paid from the Excess Reserve Fund
Account to pay any
Basis Risk Carry Forward Amount or (y) any Defaulted Swap
Termination Payment).
Best's: Best's Key Rating Guide, as the same shall be amended
from
time to time.
Book-Entry Certificates: As specified in the Preliminary
Statement.
Business Day: Any day other than (i) Saturday or Sunday, or (ii)
a
day on which banking and savings and loan institutions, in (a)
the State of New
York, California, New Jersey or Delaware, (b) the State in which
the Servicer's
servicing operations are located, or (c) any State in which the
Trustee's
Corporate Trust Office is located, are authorized or obligated
by law or
executive order to be closed.
Cap Agreement: The basis risk cap agreement, dated January 30,
2007,
between the Cap Provider and the Trustee on behalf of the Trust,
relating to the
Class B Certificates and the Class M Certificates, a copy of
which is attached
hereto as Exhibit U.
Cap Provider: Barclays Bank PLC, a bank authorized and regulated
by
the United Kingdom's Financial Services Authority and a member
of the London
Stock Exchange, and its successors in interest.
Certificate: Any one of the Certificates (other than the
Servicing
Fee Certificate) executed by the Trustee in substantially the
forms attached
hereto as exhibits.
Certificate Balance: With respect to any Class of
Certificates,
other than the Class X or Class P Certificates or the Residual
Certificates, at
any date, the maximum dollar amount of principal to which the
Holder thereof is
then entitled hereunder, such amount being equal to the
Denomination thereof
minus all distributions of principal previously made with
respect thereto and in
the case of any Certificates, reduced by any Applied Realized
Loss Amounts
allocated to such Class of Certificates pursuant to Section
4.05; provided,
however, that immediately following the Distribution Date on
which a Subsequent
Recovery is distributed, the Class Certificate Balances of any
Class or Classes
of Certificates that have been previously reduced by Applied
Realized Loss
Amounts will be increased, in order of seniority, by the amount
of the
Subsequent Recovery distributed on such Distribution Date (up to
the amount of
Unpaid Realized Loss Amount for such Class or Classes for such
Distribution
Date). The Class P and Class X Certificates and the Residual
Certificates have
no Certificate Balance.
Certificate Owner: With respect to a Book-Entry Certificate,
the
Person who is the beneficial owner of such Book-Entry
Certificate.
Certificate Register: The register maintained pursuant to
Section
5.02.
Certificateholder or Holder: The Person in whose name a
Certificate
is registered in the Certificate Register, except that, solely
for the purpose
of giving any consent pursuant to this Agreement, any
Certificate registered in
the name of the Depositor or any Affiliate of the Depositor
shall be deemed not
to be Outstanding and the Percentage Interest evidenced thereby
shall not be
taken into account in determining whether the requisite amount
of Percentage
Interests necessary to effect such consent has been obtained;
provided, however,
that if any such Person (including the Depositor) owns 100% of
the Percentage
Interests evidenced by a Class of Certificates, such
Certificates shall be
deemed to be Outstanding for purposes of any provision hereof
that requires the
consent of the Holders of Certificates of a particular Class as
a condition to
the taking of any action hereunder. The Trustee is entitled to
rely conclusively
on a certification of the Depositor or any Affiliate of the
Depositor in
determining which Certificates are registered in the name of an
Affiliate of the
Depositor.
Class: All Certificates bearing the same class designation as
set
forth in the Preliminary Statement.
Class A Certificate Group: The Group I Class A Certificates or
the
Group II Class A Certificates, as applicable.
Class A Certificates: As specified in the Preliminary
Statement.
Class A Principal Allocation Percentage: With respect to any
Distribution Date, the percentage equivalent of a fraction,
determined as
follows: (A) with respect to the Group I Class A Certificates, a
fraction, the
numerator of which is (x) the portion of the Principal
Remittance Amount for
such Distribution Date that is attributable to the principal
received or
advanced on the Group I Mortgage Loans and the denominator of
which is (y) the
Principal Remittance Amount for such Distribution Date; and (B)
with respect to
the Group II Class A Certificates, a fraction, the numerator of
which is (x) the
portion of the Principal Remittance Amount for such Distribution
Date that is
attributable to the principal received or advanced on the Group
II Mortgage
Loans and the denominator of which is (y) the Principal
Remittance Amount for
such Distribution Date.
Class A Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the aggregate Class
Certificate Balance of
the Class A Certificates immediately prior to such Distribution
Date over (ii)
the lesser of (A) 49.20% of the aggregate Stated Principal
Balance of the
Mortgage Loans for such Distribution Date and (B) the excess, if
any, of the
aggregate Stated Principal Balance of the Mortgage Loans for
such Distribution
Date over $4,241,015.
Class A-1 Certificates: All Certificates bearing the class
designation of "Class A-1."
Class A-2 Certificates: Collectively, the Class A-2A, Class A-2B
and
Class A-2C Certificates.
Class A-2A Certificates: All Certificates bearing the class
designation of "Class A-2A."
Class A-2B Certificates: All Certificates bearing the class
designation of "Class A-2B."
Class A-2C Certificates: All Certificates bearing the class
designation of "Class A-2C."
Class B Certificates: As specified in the Preliminary
Statement.
Class B-1 Certificates: All Certificates bearing the class
designation of "Class B-1."
Class B-1 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the
aggregate Class
Certificate Balance of the Class A Certificates (after taking
into account the
distribution of the Class A Principal Distribution Amount for
such Distribution
Date), (B) the aggregate Class Certificate Balance of the
Sequential Class M
Certificates (after taking into account the distribution of the
Sequential Class
M Principal Distribution Amount for such Distribution Date), (C)
the Class
Certificate Balance of the Class M-4 Certificates (after taking
into account the
distribution of the Class M-4 Principal Distribution Amount for
such
Distribution Date), (D) the Class Certificate Balance of the
Class M-5
Certificates (after taking into account the distribution of the
Class M-5
Principal Distribution Amount for such Distribution Date), (E)
the Class
Certificate Balance of the Class M-6 Certificates (after taking
into account the
distribution of the Class M-6 Principal Distribution Amount for
such
Distribution Date) and (F) the Class Certificate Balance of the
Class B-1
Certificates immediately prior to such Distribution Date over
(ii) the lesser of
(A) 88.20% of the aggregate Stated Principal Balance of the
Mortgage Loans for
such Distribution Date and (B) the excess, if any, of the
aggregate Stated
Principal Balance of the Mortgage Loans for such Distribution
Date over
$4,241,015.
Class B-2 Certificates: All Certificates bearing the class
designation of "Class B-2."
Class B-2 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the
aggregate Class
Certificate Balance of the Class A Certificates (after taking
into account the
distribution of the Class A Principal Distribution Amount for
such Distribution
Date), (B) the aggregate Class Certificate Balance of the
Sequential Class M
Certificates (after taking into account the distribution of the
Sequential Class
M Principal Distribution Amount for such Distribution Date), (C)
the Class
Certificate Balance of the Class M-4 Certificates (after taking
into account the
distribution of the Class M-4 Principal Distribution Amount for
such
Distribution Date), (D) the Class Certificate Balance of the
Class M-5
Certificates (after taking into account the distribution of the
Class M-5
Principal Distribution Amount for such Distribution Date), (E)
the Class
Certificate Balance of the Class M-6 Certificates (after taking
into account the
distribution of the Class M-6 Principal Distribution Amount for
such
Distribution Date), (F) the Class Certificate Balance of the
Class B-1
Certificates (after taking into account the distribution of the
Class B-1
Principal Distribution Amount for such Distribution Date) and
(G) the Class
Certificate Balance of the Class B-2 Certificates immediately
prior to such
Distribution Date over (ii) the lesser of (A) 90.00% of the
aggregate Stated
Principal Balance of the Mortgage Loans for such Distribution
Date and (B) the
excess, if any, of the aggregate Stated Principal Balance of the
Mortgage Loans
for such Distribution Date over $4,241,015.
Class B-3 Certificates: All Certificates bearing the class
designation of "Class B-3."
Class B-3 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the
aggregate Class
Certificate Balance of the Class A Certificates (after taking
into account the
distribution of the Class A Principal Distribution Amount for
such Distribution
Date), (B) the aggregate Class Certificate Balance of the
Sequential Class M
Certificates (after taking into account the distribution of the
Sequential Class
M Principal Distribution Amount for such Distribution Date), (C)
the Class
Certificate Balance of the Class M-4 Certificates (after taking
into account the
distribution of the Class M-4 Principal Distribution Amount for
such
Distribution Date), (D) the Class Certificate Balance of the
Class M-5
Certificates (after taking into account the distribution of the
Class M-5
Principal Distribution Amount for such Distribution Date), (E)
the Class
Certificate Balance of the Class M-6 Certificates (after taking
into account the
distribution of the Class M-6 Principal Distribution Amount for
such
Distribution Date), (F) the Class Certificate Balance of the
Class B-1
Certificates (after taking into account the distribution of the
Class B-1
Principal Distribution Amount for such Distribution Date), (G)
the Class
Certificate Balance of the Class B-2 Certificates (after taking
into account the
distribution of the Class B-2 Principal Distribution Amount for
such
Distribution Date) and (H) the Class Certificate Balance of the
Class B-3
Certificates immediately prior to such Distribution Date over
(ii) the lesser of
(A) 92.60% of the aggregate Stated Principal Balance of the
Mortgage Loans for
such Distribution Date and (B) the excess, if any, of the
aggregate Stated
Principal Balance of the Mortgage Loans for such Distribution
Date over
$4,241,015.
Class Certificate Balance: With respect to any Class and as to
any
date of determination, the aggregate of the Certificate Balances
of all
Certificates of such Class as of such date.
Class IO Interest: As specified in the Preliminary
Statement.
Class IO Shortfall: As defined in Section 8.13. For the
avoidance of
doubt, the Class IO Shortfall for any Distribution Date shall
equal the amount
payable to the Class X Certificates in respect of amounts due to
the Swap
Provider on such Distribution Date (other than Defaulted Swap
Termination
Payments) in excess of the amount payable on the Class X
Interest (prior to
reduction for any Basis Risk Payments or Defaulted Swap
Termination Payments) or
Class IO Interest on such Distribution Date, all as further
provided in Section
8.13.
Class LT-R Interest: The sole class of "residual interest" in
the
Lower Tier REMIC evidenced by the Class R-II Certificates.
Class M Certificates: As specified in the Preliminary
Statement.
Class M-1 Certificates: All Certificates bearing the class
designation of "Class M-1."
Class M-2 Certificates: All Certificates bearing the class
designation of "Class M-2."
Class M-3 Certificates: All Certificates bearing the class
designation of "Class M-3."
Class M-4 Certificates: All Certificates bearing the class
designation of "Class M-4."
Class M-4 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the
aggregate Class
Certificate Balance of the Class A Certificates (after taking
into account the
distribution of the Class A Principal Distribution Amount for
such Distribution
Date), (B) the aggregate Class Certificate Balance of the
Sequential Class M
Certificates (after taking into account the distribution of the
Sequential Class
M Principal Distribution Amount for such Distribution Date) and
(C) the Class
Certificate Balance of the Class M-4 Certificates immediately
prior to such
Distribution Date over (ii) the lesser of (A) 78.60% of the
aggregate Stated
Principal Balance of the Mortgage Loans for such Distribution
Date and (B) the
excess, if any, of the aggregate Stated Principal Balance of the
Mortgage Loans
for such Distribution Date over $4,241,015.
Class M-5 Certificates: All Certificates bearing the class
designation of "Class M-5."
Class M-5 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the
aggregate Class
Certificate Balance of the Class A Certificates (after taking
into account the
distribution of the Class A Principal Distribution Amount for
such Distribution
Date), (B) the aggregate Class Certificate Balance of the
Sequential Class M
Certificates (after taking into account the distribution of the
Sequential Class
M Principal Distribution Amount for such Distribution Date), (C)
the Class
Certificate Balance of the Class M-4 Certificates (after taking
into account the
distribution of the Class M-4 Principal Distribution Amount for
such
Distribution Date) and (D) the Class Certificate Balance of the
Class M-5
Certificates immediately prior to such Distribution Date over
(ii) the lesser of
(A) 82.20% of the aggregate Stated Principal Balance of the
Mortgage Loans for
such Distribution Date and (B) the excess, if any, of the
aggregate Stated
Principal Balance of the Mortgage Loans for such Distribution
Date over
$4,241,015.
Class M-6 Certificates: All Certificates bearing the class
designation of "Class M-6."
Class M-6 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the
aggregate Class
Certificate Balance of the Class A Certificates (after taking
into account the
distribution of the Class A Principal Distribution Amount for
such Distribution
Date), (B) the aggregate Class Certificate Balance of the
Sequential Class M
Certificates (after taking into account the distribution of the
Sequential Class
M Principal Distribution Amount for such Distribution Date), (C)
the Class
Certificate Balance of the Class M-4 Certificates (after taking
into account the
distribution of the Class M-4 Principal Distribution Amount for
such
Distribution Date), (D) the Class Certificate Balance of the
Class M-5
Certificates (after taking into account the distribution of the
Class M-5
Principal Distribution Amount for such Distribution Date) and
(E) the Class
Certificate Balance of the Class M-6 Certificates immediately
prior to such
Distribution Date over (ii) the lesser of (A) 85.00% of the
aggregate Stated
Principal Balance of the Mortgage Loans for such Distribution
Date and (B) the
excess, if any, of the aggregate Stated Principal Balance of the
Mortgage Loans
for such Distribution Date over $4,241,015.
Class P Certificates: All Certificates bearing the class
designation
of "Class P."
Class PT1-R Interest: The residual interest in Pooling Tier
REMIC-1
as described in the Preliminary Statement and the related
footnote thereto.
Class PT2-R Interest: The residual interest in Pooling Tier
REMIC-2
as described in the Preliminary Statement and the related
footnote thereto.
Class R-I Certificates: All Certificates bearing the class
designation of "Class R-I."
Class R-II Certificates: All Certificates bearing the class
designation of "Class R-II."
Class UT-R Interest: The sole class of "residual interest" in
the
Upper Tier REMIC evidenced by the Class R-II Certificate.
Class X Certificates: All Certificates bearing the class
designation
of "Class X."
Class X Distributable Amount: On any Distribution Date, the sum
of
(i) as a distribution in respect of interest, the amount of
interest that has
accrued on the Class X Interest (as set forth in the Preliminary
Statement) and
not applied as an Extra Principal Distribution Amount on such
Distribution Date,
plus any such accrued interest remaining undistributed from
prior Distribution
Dates, plus (without duplication) (ii) as a distribution in
respect of
principal, any portion of the principal balance of the Class X
Interest which is
distributable as a Subordination Reduction Amount, minus (iii)
any Defaulted
Swap Termination Payment payable from Available Funds to the
Swap Provider and
any amounts paid from the Excess Reserve Fund Account to pay
Basis Risk Carry
Forward Amounts.
Class X Interest: The Upper Tier REMIC Regular Interest
represented
by the Class X Certificates as specified and described in the
Preliminary
Statement and the related footnote thereto.
Closing Date: January 30, 2007.
Closing Date Deposit Amount: $0 (all of which is allocable
to
principal) deposited by the Depositor into the Distribution
Account on the
Closing Date.
Code: The Internal Revenue Code of 1986, including any successor
or
amendatory provisions.
Collection Account: As defined in Section 3.10(a).
Combined Loan-to-Value Ratio or CLTV: As of any date and as to
any
Second-Lien Mortgage Loan, the ratio (expressed as a percentage)
of the (a) sum
of (i) the outstanding principal balance of the Second-Lien
Mortgage Loan and
(ii) the outstanding principal balance as of such date of any
mortgage loan or
mortgage loans that are senior or equal in priority to the
Second-Lien Mortgage
Loan and which are secured by the same Mortgaged Property to (b)
(i) in the case
of a purchase, the lesser of (A) the sale price of the Mortgaged
Property and
(B) its appraised value at the time of sale, or (ii) in the case
of a
refinancing or modification, the appraised value of the
Mortgaged Property at
the time of the refinancing or modification.
Commission: The United States Securities and Exchange
Commission.
Compensating Interest: For any Distribution Date, the lesser of
(a)
the amount, if any, by which the Prepayment Interest Shortfall,
if any, for such
Distribution Date, with respect to voluntary Principal
Prepayments in Full
(excluding any payments made upon liquidation of any Mortgage
Loan) exceeds all
Prepayment Interest Excesses for such Distribution Date on the
Mortgage Loans,
and (b) the amount of the Servicing Fee payable to the Servicer
for such
Distribution Date.
Condemnation Proceeds: All awards or settlements in respect of
a
Mortgaged Property, whether permanent or temporary, partial or
entire, by
exercise of the power of eminent domain or condemnation.
Convertible Mortgage Loan: Any individual Adjustable Rate
Mortgage
Loan which contains a provision whereby the Mortgagor is
permitted to convert
the Adjustable Rate Mortgage Loan to a Fixed Rate Mortgage Loan
in accordance
with the terms of the related Mortgage Note.
Corporate Trust Office: The designated office of the Trustee in
the
State of California at which at any particular time its
corporate trust business
with respect to this Agreement is administered, which office at
the date of the
execution of this Agreement is located at 1761 East St. Andrew
Place, Santa Ana,
California 92705-4934, Attn: Trust Administration - BC07C1,
facsimile no. (714)
247-6478 and which is the address to which notices to and
correspondence with
the Trustee should be directed.
Corresponding Actual Crossover Distribution Date: For each
Pooling
Tier REMIC-2 IO Interest, the related Corresponding Scheduled
Crossover
Distribution Date, unless on such date two times the aggregate
Pooling Tier
REMIC-2 IO Notional Balance of each other Pooling Tier REMIC-2
IO Interest then
outstanding is less than the scheduled swap notional amount of
the Interest Rate
Swap Agreement applicable for such Distribution Date, in which
case the
Corresponding Actual Crossover Distribution Date for such
Pooling Tier REMIC-2
IO Interest shall be the first Distribution Date thereafter on
which two times
the Pooling Tier REMIC-2 IO Notional Balance of each other
Pooling Tier REMIC-2
IO Interest then outstanding is greater than or equal to the
scheduled swap
notional amount of the Interest Rate Swap Agreement.
Corresponding Class: The class of interests in the Lower Tier
REMIC
or Upper Tier REMIC created under this Agreement that
corresponds to the Class
of interests in the other such REMIC, as applicable, or to a
Class of
Certificates in the manner set out below:
Corresponding Corresponding
Lower Tier REMIC Upper Tier REMIC Corresponding Class of
Class Designation Regular Interest Certificates
------------------------ ---------------------
----------------------
Class LT-A-1 Class A-1 Class A-1
Class LT-A-2A Class A-2A Class A-2A
Class LT-A-2B Class A-2B Class A-2B
Class LT-A-2C Class A-2C Class A-2C
Class LT-M-1 Class M-1 Class M-1
Class LT-M-2 Class M-2 Class M-2
Class LT-M-3 Class M-3 Class M-3
Class LT-M-4 Class M-4 Class M-4
Class LT-M-5 Class M-5 Class M-5
Class LT-M-6 Class M-6 Class M-6
Class LT-B-1 Class B-1 Class B-1
Class LT-B-2 Class B-2 Class B-2
Class LT-B-3 Class B-3 Class B-3
Corresponding Pooling Tier REMIC-1 Regular Interest: As
described in
the Preliminary Statement.
Corresponding Pooling Tier REMIC-2 IO Interest: As described in
the
Preliminary Statement.
Corresponding Scheduled Crossover Distribution Date: The
Distribution Date in the month and year specified in the
Preliminary Statement
corresponding to a Pooling Tier REMIC-2 IO Interest.
Corresponding Upper Tier REMIC Regular Interest: As defined in
the
Preliminary Statement.
Covered Loan: A Mortgage Loan categorized as Covered pursuant
to
Appendix E of Standard & Poor's Glossary.
Cumulative Loss Percentage: With respect to any Distribution
Date,
the percentage equivalent of a fraction, the numerator of which
is the aggregate
amount of Realized Losses incurred from the Cut-off Date to the
last day of the
calendar month preceding the month in which such Distribution
Date occurs and
the denominator of which is the Cut-off Date Pool Principal
Balance of the
Mortgage Loans.
Cumulative Loss Trigger Event: If, with respect to any
Distribution
Date, the quotient (expressed as a percentage) of (x) the
aggregate amount of
Realized Losses incurred since the Cut-off Date through the last
day of the
related Due Period, divided by (y) the Cut-off Date Pool
Principal Balance,
exceeds the applicable Cumulative Loss Percentages set forth
below with respect
to such Distribution Date:
Distribution Date
Occurring In Cumulative Loss Percentage
-----------------------------------
-------------------------------------------
February 2009 through January 2010 1.350% for the first month,
plus an
additional 1/12th of 1.850% for each month
thereafter (e.g., 2.275% in August 2009)
February 2010 through January 2011 3.200% for the first month,
plus an
additional 1/12th of 1.800% for each month
thereafter (e.g., 4.100% in August 2010)
February 2011 through January 2012 5.000% for the first month,
plus an
additional 1/12th of 1.500% for each month
thereafter (e.g., 5.750% in August 2011)
February 2012 through January 2013 6.500% for the first month,
plus an
additional 1/12th of 0.800% for each month
thereafter (e.g., 6.900% in August 2012)
February 2013 and thereafter 7.300%
Custodial File: With respect to each Mortgage Loan, the file
-
retained by the Trustee consisting of items (a) - (h) as listed
on Exhibit K
hereto.
Cut-off Date: January 1, 2007.
Cut-off Date Pool Principal Balance: The aggregate Stated
Principal
Balances of all Mortgage Loans as of the Cut-off Date.
Cut-off Date Principal Balance: As to any Mortgage Loan, the
Stated
Principal Balance thereof as of the close of business on the
Cut-off Date.
Data Tape Information: With respect to each Mortgage Loan,
the
following information as of the Cut-off Date provided by the
Responsible Party
to the Sponsor pursuant to the Purchase Agreement: (1) the
Responsible Party's
Mortgage Loan identifying number; (2) the Mortgagor's name; (3)
the street
address of the Mortgaged Property including the city, state and
zip code; (4) a
code indicating whether the Mortgagor is self-employed; (5) as
to each Mortgage
Loan, the Stated Principal Balance as of the Cut-off Date; (6)
the Index; (7) a
code indicating whether the Mortgaged Property is
owner-occupied; (8) the number
and type of residential units constituting the Mortgaged
Property; (9) the
original stated months to maturity; (10) the original
amortization months to
maturity; (11) the stated maturity date; (12) the amount of the
Scheduled
Payment as of the Cut-off Date; (13) the first date on which the
Scheduled
Payment was due on the Mortgage Loan and, if such date is not
consistent with
the Due Date currently in effect, such Due Date; (14) the "paid
through date"
based on payments received from the related Mortgagor; (15) the
original
principal amount of the Mortgage Loan; (16) with respect to each
Adjustable Rate
Mortgage Loan, the Minimum Mortgage Rate; (17) with respect to
each Adjustable
Rate Mortgage Loan, the Maximum Mortgage Rate; (18) with respect
to each
Adjustable Rate Mortgage Loan, the initial Periodic Mortgage
Rate Cap; (19) with
respect to each Adjustable Rate Mortgage Loan, the subsequent
Periodic Mortgage
Rate Cap; (20) with respect to each Adjustable Rate Mortgage
Loan, the first
payment Adjustment Date immediately following the Cut-off Date;
(21) with
respect to each Adjustable Rate Mortgage Loan, the first
Interest Rate
Adjustment Date immediately following the Cut-off Date; (22)
with respect to
each Adjustable Rate Mortgage Loan, the Gross Margin; (23) with
respect to each
Adjustable Rate Mortgage Loan, the Mortgage Rate adjustment
period; (24) the
type of Mortgage Loan (i.e., Fixed Rate or Adjustable Rate
Mortgage Loan); (25)
lien position (i.e., First-Lien or Second-Lien Mortgage Loan);
(26) a code
indicating the purpose of the loan (i.e., purchase, rate and
term refinance,
equity take-out refinance); (27) the credit risk score (FICO
score); (28) the
loan credit grade classification (as described in the
underwriting guidelines);
(29) the Mortgage Rate at origination; (30) the Mortgage Rate as
of the Cut-off
Date; (31) the value of the Mortgaged Property; (32) a code
indicating the term
and amount of Prepayment Charges applicable to such Mortgage
Loan (including any
prepayment penalty term), if any; (33) with respect to each
First-Lien Mortgage
Loan, the Loan-to-Value Ratio at origination, and with respect
to each
Second-Lien Mortgage Loan, the Combined Loan-to-Value Ratio at
origination; (34)
the documentation level; (35) the date of origination; (36) a
code indicating
whether the Mortgage Loan is a Balloon Loan; (37) the Due Date
for the first
Scheduled Payment; (38) the original Scheduled Payment due; (39)
the
debt-to-income ratio with respect to the Mortgage Loan; (40) the
Mortgage Rate
calculation method (i.e., 30/360, simple interest, other); (41)
a code
indicating whether the Mortgage Loan is Home Loan; (42)
appraisal verification
(Y/N); (43) type of appraisal verification, if any; (44) with
respect to
Second-Lien Mortgage Loans, the outstanding principal balance of
the superior
lien at origination; (45) whether the Mortgagor is a first-time
home buyer and
(46) whether or not the Mortgage Loan has any silent-second lien
loans. With
respect to the Mortgage Loans in the aggregate, the Data Tape
Information shall
set forth the following information, as of the Cut-off Date: (1)
the number of
Mortgage Loans; (2) the current aggregate outstanding principal
balance of the
Mortgage Loans; (3) the weighted average Mortgage Rate of the
Mortgage Loans;
and (4) the weighted average maturity of the Mortgage Loans.
DBRS: DBRS, Inc. If DBRS is designated as a Rating Agency in
the
Preliminary Statement, for purposes of Section 10.05(c) the
address for notices
to DBRS shall be DBRS, Inc., 55 Broadway, 15th Floor, New York,
New York 10006,
Attention: Quincy Tang, or such other address as DBRS may
hereafter furnish to
the Depositor, the Trustee and the Servicer.
Debt Service Reduction: With respect to any Mortgage Loan, a
reduction by a court of competent jurisdiction in a proceeding
under the United
States Bankruptcy Code in the Scheduled Payment for such
Mortgage Loan which
became final and non-appealable, except such a reduction
resulting from a
Deficient Valuation or any reduction that results in a permanent
forgiveness of
principal.
Deemed Material and Adverse Representation: Each representation
and
warranty identified as such on Schedule III to this
Agreement.
Defaulted Swap Termination Payment: Any Swap Termination
Payment
required to be paid by the Trust to the Swap Provider pursuant
to the Interest
Rate Swap Agreement as a result of an Event of Default (as
defined in the
Interest Rate Swap Agreement) with respect to which the Swap
Provider is the
defaulting party or a Termination Event (as defined in the
Interest Rate Swap
Agreement) (other than Illegality or a Tax Event that is not a
Tax Event Upon
Merger (each as defined in the Interest Rate Swap Agreement ))
with respect to
which the Swap Provider is the sole Affected Party (as defined
in the Interest
Rate Swap Agreement).
Deficient Valuation: With respect to any Mortgage Loan, a
valuation
of the related Mortgaged Property by a court of competent
jurisdiction in an
amount less than the then outstanding principal balance of the
Mortgage Loan,
which valuation results from a proceeding initiated under the
United States
Bankruptcy Code.
Definitive Certificates: Any Certificate evidenced by a
Physical
Certificate and any Certificate issued in lieu of a Book-Entry
Certificate
pursuant to Section 5.02(e).
Delay Certificates: As specified in the Preliminary
Statement.
Deleted Mortgage Loan: As defined in Section 2.03.
Delinquency Trigger Event: With respect to any Distribution
Date,
the circumstances in which the quotient (expressed as a
percentage) of (x) the
rolling three month average of the aggregate unpaid principal
balance of 60+ Day
Delinquent Mortgage Loans, divided by (y) the aggregate unpaid
principal balance
of the Mortgage Loans, as of the last day of the related Due
Period, equals or
exceeds 31.50% of the prior period's Senior Enhancement
Percentage.
Denomination: With respect to each Certificate, the amount set
forth
on the face thereof as the "Initial Certificate Balance of this
Certificate" or
the Percentage Interest appearing on the face thereof.
Depositor: Securitized Asset Backed Receivables LLC, a
Delaware
limited liability company, and its successors in interest.
Depository: The initial Depository shall be The Depository
Trust
Company, the nominee of which is CEDE & Co., as the
registered Holder of the
Book-Entry Certificates. The Depository shall at all times be a
"clearing
corporation" as defined in Section 8-102(a)(5) of the Uniform
Commercial Code of
the State of New York.
Depository Institution: Any depository institution or trust
company,
including the Trustee, that (a) is incorporated under the laws
of the United
States of America or any State thereof, (b) is subject to
supervision and
examination by federal or state banking authorities and (c) has
outstanding
unsecured commercial paper or other short-term unsecured debt
obligations that
are rated "P-1" by Moody's, "F1+" by Fitch, "A-1" by Standard
& Poor's and, if
rated by DBRS, "R-1" by DBRS (in each case, to the extent they
are designated as
Rating Agencies in the Preliminary Statement).
Depository Participant: A broker, dealer, bank or other
financial
institution or other Person for whom from time to time a
Depository effects
book-entry transfers and pledges of securities deposited with
the Depository.
Determination Date: With respect to each Remittance Date, the
15th
day (or if such day is not a Business Day, the immediately
preceding Business
Day) in the calendar month in which such Remittance Date
occurs.
Disqualified Non-U.S. Person: With respect to a Residual
Certificate, (i) any Non-U.S. Person or agent thereof other than
a Non-U.S.
Person that holds the Residual Certificate in connection with
the conduct of a
trade or business within the United States and has furnished the
transferor and
the Trustee with an effective IRS Form W-8ECI, or (ii) any
domestic entity
classified as a partnership under the Code if any of its direct
or indirect
partners (other than through a U.S. corporation) are (or are
permitted to be
under the applicable partnership agreement) Disqualified
Non-U.S. Persons,
unless such Person described in (i) or (ii) above has delivered
to both the
transferor and the Trustee an opinion of a nationally recognized
tax counsel to
the effect that the transfer of the Residual Certificate to it
is in accordance
with the requirements of the Code and the regulations
promulgated thereunder and
that such transfer of the Residual Certificate will not be
disregarded for
federal income tax purposes.
Distribution Account: The separate Eligible Account created
and
maintained by the Trustee pursuant to Section 3.07(d) in the
name of the Trustee
for the benefit of the Certificateholders and designated
"Deutsche Bank National
Trust Company in trust for registered holders of Securitized
Asset Backed
Receivables LLC Trust 2007-NC1 Mortgage Pass-Through
Certificates, Series
2007-NC1." Funds in the Distribution Account shall be held in
trust for the
Certificateholders for the uses and purposes set forth in this
Agreement.
Distribution Account Deposit Date: As to any Distribution
Date,
12:00 noon New York City time on the second Business Day
immediately preceding
such Distribution Date.
Distribution Date: The 25th day of each calendar month, or if
such
day is not a Business Day, the next succeeding Business Day,
commencing in
February 2007.
Document Certification and Exception Report: The report attached
to
Exhibit F hereto.
Due Date: The day of the month on which the Scheduled Payment is
due
on a Mortgage Loan, exclusive of any days of grace.
Due Period: With respect to any Distribution Date, the
period
commencing on the second day of the calendar month preceding the
month in which
such Distribution Date occurs and ending on the first day of the
calendar month
in which such Distribution Date occurs.
Eligible Account: Either (i) an account maintained with a
federal or
state-chartered depository institution or trust company that
complies with the
definition of Eligible Institution, (ii) an account maintained
with the
corporate trust department of a federal depository institution
or
state-chartered depository institution subject to regulations
regarding
fiduciary funds on deposit similar to Title 12 of the U.S. Code
of Federal
Regulation Section 9.10(b), which, in either case, has corporate
trust powers
and is acting in its fiduciary capacity or (iii) any other
account acceptable to
each Rating Agency. Eligible Accounts may bear interest, and may
include, if
otherwise qualified under this definition, accounts maintained
with the Trustee.
Each Eligible Account shall be a separate account.
Eligible Institution: A federal or state-chartered
depository
institution or trust company the commercial paper, short-term
debt obligations,
or other short-term deposits of which are rated "A-1+" by
Standard & Poor's if
the amounts on deposit are to be held in the account for no more
than 365 days
(or at least "A-2" by Standard & Poor's if the amounts on
deposit are to be held
in the account for no more than 30 days), or the long-term
unsecured debt
obligations of which are rated at least "AA-" by Standard &
Poor's if the
amounts on deposit are to be held in the account for no more
than 365 days, and
the commercial paper, short-term debt obligations or other
short-term deposits
of which are rated at least "P-1" by Moody's and "F1+" by Fitch
(or a comparable
rating if another Rating Agency is specified by the Depositor by
written notice
to the Servicer and the Trustee) (in each case, to the extent
they are
designated as Rating Agencies in the Preliminary Statement).
ERISA: The Employee Retirement Income Security Act of 1974,
as
amended.
ERISA-Qualifying Underwriting: A best efforts or firm
commitment
underwriting or private placement that meets the requirements of
Prohibited
Transaction Exemption ("PTE") 2002-41, 67 Fed. Reg. 54487 (2002)
(or any
successor thereto), or any substantially similar administrative
exemption
granted by the U.S. Department of Labor.
ERISA-Restricted Certificate: As specified in the
Preliminary
Statement.
Escrow Account: The Eligible Account or Accounts established
and
maintained pursuant to Section 3.09(b).
Escrow Payments: As defined in Section 3.09(b).
Event of Default: As defined in Section 7.01.
Excess Reserve Fund Account: The separate Eligible Account
created
and maintained by the Trustee pursuant to Sections 3.07(b) and
3.07(c) in the
name of the Trustee for the benefit of the Regular
Certificateholders and
designated "Deutsche Bank National Trust Company in trust for
registered holders
of Securitized Asset Backed Receivables LLC Trust 2007-NC1,
Mortgage
Pass-Through Certificates, Series 2007-NC1". Funds in the Excess
Reserve Fund
Account shall be held in trust for the Regular
Certificateholders for the uses
and purposes set forth in this Agreement. Amounts on deposit in
the Excess
Reserve Fund Account shall not be invested.
Excess Subordinated Amount: With respect to any Distribution
Date,
the excess, if any, of (a) the Subordinated Amount on such
Distribution Date
over (b) the Specified Subordinated Amount for such Distribution
Date.
Exchange Act: The Securities Exchange Act of 1934, as
amended.
Expense Fee Rate: As to each Mortgage Loan, a per annum rate
equal
to the sum of the Servicing Fee Rate and the Trustee Fee
Rate.
Expense Fees: As to each Mortgage Loan, the sum of the Servicing
Fee
and the Trustee Fee.
Extra Principal Distribution Amount: As of any Distribution
Date,
the lesser of (x) the related Total Monthly Excess Spread for
such Distribution
Date and (y) the related Subordination Deficiency for such
Distribution Date.
Fannie Mae: The Federal National Mortgage Association, or
any
successor thereto.
Fannie Mae Guides: The Fannie Mae Sellers' Guide and the Fannie
Mae
Servicers' Guide and all amendments or additions thereto.
FDIC: The Federal Deposit Insurance Corporation, or any
successor
thereto.
Final Recovery Determination: With respect to any defaulted
Mortgage
Loan or any REO Property (other than a Mortgage Loan or REO
Property purchased
by the Responsible Party as contemplated by this Agreement), a
determination
made by the Servicer that all Insurance Proceeds, Condemnation
Proceeds,
Liquidation Proceeds and other payments or recoveries which the
Servicer, in its
reasonable good faith judgment, expects to be finally
recoverable in respect
thereof have been so recovered. The Servicer shall maintain
records, prepared by
a Servicing Officer, of each Final Recovery Determination made
thereby.
Final Scheduled Distribution Date: The Final Scheduled
Distribution
Date for each Class of Certificates is the Distribution Date
occurring in
December 2036.
First-Lien Mortgage Loan: A Mortgage Loan secured by a
first-lien
Mortgage on the related Mortgaged Property.
Fitch: Fitch, Inc., or any successor thereto. If Fitch is
designated
as a Rating Agency in the Preliminary Statement, for purposes of
Section
10.05(c) the address for notices to Fitch shall be Fitch, Inc.,
One State Street
Plaza, New York, New York 10004, Attention: MBS Monitoring -
Securitized Asset
Backed Receivables LLC Trust 2007-NC1, or such other address as
Fitch may
hereafter furnish to the Depositor, the Trustee and the
Servicer.
Fixed Rate Mortgage Loan: A fixed rate Mortgage Loan.
Fixed Swap Rate: For any Distribution Date and the related
Interest
Accrual Period a per annum rate equal to the product of (i) 2
and (ii) the rate
specified in the Interest Rate Swap Agreement for such
Distribution Date and
related Interest Accrual Period.
Form 8-K Disclosure Information: As defined in Section
8.12(g).
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 amount set forth in the related Mortgage
Note to be added
to the applicable Index to determine the Mortgage Rate.
Group I Class A Certificates: As specified in the
Preliminary
Statement.
Group I Loan Cap: With respect to the Group I Mortgage Loans as
of
any Distribution Date, a per annum rate equal to the product of
(i) the weighted
average of the Adjusted Net Mortgage Rates then in effect on the
beginning of
the related Due Period on the Group I Mortgage Loans minus the
product of (A)
the Net Swap Payment plus any Swap Termination Payment (other
than a Defaulted
Swap Termination Payment), if any, made to the Swap Provider
from Available
Funds, expressed as a percentage equal to a fraction, the
numerator of which is
equal to the Net Swap Payment plus any Swap Termination Payment
(other than a
Defaulted Swap Termination Payment), if any, made to the Swap
Provider from
Available Funds and the denominator of which is equal to the
aggregate Stated
Principal Balance of the Mortgage Loans at the beginning of such
Due Period and
(B) 12 and (ii) a fraction, the numerator of which is 30 and the
denominator of
which is the actual number of days in the related Interest
Accrual Period. With
respect to the first Due Period and the first Distribution Date,
the Group I
Loan Cap shall be reduced by a fraction, the numerator of which
is the portion
of the Closing Date Deposit Amount allocable to the Group I
Mortgage Loans and
the denominator of which is the portion of the Cut-off Date Pool
Principal
Balance relating to the Group I Mortgage Loans.
Group I Mortgage Loans: The Mortgage Loans identified on the
Mortgage Loan Schedule as Group I Mortgage Loans.
Group II Class A Certificates: As specified in the
Preliminary
Statement.
Group II Loan Cap: With respect to the Group II Mortgage Loans
as of
any Distribution Date, a per annum rate equal to the product of
(i) the weighted
average of the Adjusted Net Mortgage Rates then in effect on the
beginning of
the related Due Period on the Group II Mortgage Loans minus the
product of (A)
the Net Swap Payment plus any Swap Termination Payment (other
than a Defaulted
Swap Termination Payment), if any, made to the Swap Provider
from Available
Funds, expressed as a percentage equal to a fraction, the
numerator of which is
equal to the Net Swap Payment plus any Swap Termination Payment
(other than a
Defaulted Swap Termination Payment), if any, made to the Swap
Provider from
Available Funds and the denominator of which is equal to the
aggregate Stated
Principal Balance of the Mortgage Loans at the beginning of such
Due Period and
(B) 12 and (ii) a fraction, the numerator of which is 30 and the
denominator of
which is the actual number of days in the related Interest
Accrual Period. With
respect to the first Due Period and the first Distribution Date,
the Group II
Loan Cap shall be reduced by a fraction, the numerator of which
is the portion
of the Closing Date Deposit Amount allocable to the Group I
Mortgage Loans and
the denominator of which is the portion of the Cut-off Date Pool
Principal
Balance relating to the Group I Mortgage Loans.
Group II Mortgage Loans: The Mortgage Loans identified on
the
Mortgage Loan Schedule as Group II Mortgage Loans.
Group Loan Cap: The Group I Loan Cap or the Group II Loan Cap,
as
applicable.
Group Subordinated Amount: For any Distribution Date and (i) for
the
Group I Mortgage Loans, the excess of the aggregate Stated
Principal Balance of
the Group I Mortgage Loans as of the beginning of the related
Due Period over
the Class Certificate Balance of the Class A-1 Certificates
immediately prior to
the current Distribution Date and (ii) for the Group II Mortgage
Loans, the
excess of the aggregate Stated Principal Balance of the Group II
Mortgage Loans
as of the beginning of the related Due Period over the aggregate
Class
Certificate Balance of the Class A-2 Certificates immediately
prior to such
Distribution Date.
High Cost Loan: A Mortgage Loan (a) covered by the Home
Ownership
and Equity Protection Act of 1994 ("HOEPA"), (b) with an "annual
percentage
rate" or total "points and fees" payable by the related
Mortgagor (as each such
term is calculated under HOEPA) that exceed the thresholds set
forth by HOEPA
and its implementing regulations, including 12 C.F.R. ss.
226.32(a)(1)(i) and
(ii), (c) classified as a "high cost home," "threshold,"
"covered," (excluding
New Jersey "Covered Home Loans" as that term was defined in
clause (1) of the
definition of that term in the New Jersey Home Ownership
Security Act of 2002
that were originated between November 26, 2003 and July 7,
2004), "high risk
home," "predatory" or similar loan under any other applicable
state, federal or
local law (or a similarly classified loan using different
terminology under a
law imposing heightened regulatory scrutiny or additional legal
liability for
residential mortgage loans having high interest rates, points
and/or fees) or
(d) a Mortgage Loan categorized as High Cost pursuant to
Appendix E of Standard
& Poor's Glossary.
Home Loan: A Mortgage Loan categorized as Home Loan pursuant
to
Appendix E of Standard & Poor's Glossary.
HomEq: Barclays Capital Real Estate Inc. d/b/a HomEq Servicing,
a
Delaware corporation, and its successors in interest.
Index: As to each Adjustable Rate Mortgage Loan, the index from
time
to time in effect for the adjustment of the Mortgage Rate set
forth as such on
the related Mortgage Note.
Initial Certification: As defined in Section 2.02.
Insurance Policy: With respect to any Mortgage Loan included in
the
Trust Fund, any insurance policy, including all riders and
endorsements thereto
in effect, including any replacement policy or policies for any
Insurance
Policies.
Insurance Proceeds: With respect to each Mortgage Loan, proceeds
of
insurance policies insuring the Mortgage Loan or the related
Mortgaged Property.
Interest Accrual Period: With respect to each Class of
Non-Delay
Certificates and the Corresponding Class of Lower Tier REMIC
Regular Interests
and any Distribution Date, the period commencing on the
Distribution Date
occurring in the month preceding the month in which the current
Distribution
Date occurs and ending on the day immediately preceding the
current Distribution
Date (or, in the case of the first Distribution Date, the period
from and
including the Closing Date to but excluding such first
Distribution Date). With
respect to each Lower Tier REMIC Regular Interest (other than
each Corresponding
Class of Lower Tier REMIC Regular Interest) and each Pooling
Tier REMIC-1
Regular Interest and Pooling Tier REMIC-2 Regular Interest and
any Distribution
Date, the calendar month preceding such Distribution Date. For
purposes of
computing interest accruals on each Class of Non-Delay
Certificates, each
Interest Accrual Period has the actual number of days in such
month and each
year is assumed to have 360 days.
Interest Rate Adjustment Date: With respect to each Adjustable
Rate
Mortgage Loan, the date, specified in the related Mortgage Note
and the Mortgage
Loan Schedule, on which the Mortgage Rate is adjusted.
Interest Rate Swap Agreement: The interest rate swap
agreement,
dated as of January 30, 2007 between the Swap Provider and the
Trustee, on
behalf of the Trust, a copy of which is attached hereto as
Exhibit T.
Interest Remittance Amount: With respect to any Distribution
Date
and the Mortgage Loans in any Loan Group, that portion of
Available Funds
attributable to interest received or advanced with respect to
the Mortgage Loans
in such Loan Group, net of the fees payable to the Servicer and
the Trustee, and
net of any Net Swap Payments and Swap Termination Payments,
other than Defaulted
Swap Termination Payments, payable to the Swap Provider from
Available Funds
attributable to such Loan Group with respect to such
Distribution Date.
Investment Account: As defined in Section 3.12(a).
Investor: With respect to each MERS Designated Mortgage Loan,
the
Person named on the MERS System as the investor pursuant to the
MERS Procedures
Manual.
Irrevocable Instruction: As defined in Section 4.07(vii)(A).
IRS: The Internal Revenue Service.
Late Collections: With respect to any Mortgage Loan and any
Due
Period, all amounts received after the Determination Date
immediately following
such Due Period, whether as late payments of Scheduled Payments
or as Insurance
Proceeds, Condemnation Proceeds, Liquidation Proceeds,
Subsequent Recoveries or
otherwise, which represent late payments or collections of
principal and/or
interest due (without regard to any acceleration of payments
under the related
Mortgage and Mortgage Note) but delinquent for such Due Period
and not
previously recovered.
LIBOR: With respect to any Interest Accrual Period for the
LIBOR
Certificates, the rate determined by the Trustee on the related
LIBOR
Determination Date on the basis of the offered rate for
one-month U.S. dollar
deposits as such rate appears on Telerate Page 3750 as of 11:00
a.m. (London
time) on such date; provided, that if such rate does not appear
on Telerate Page
3750, the rate for such date will be determined on the basis of
the rates at
which one-month U.S. dollar deposits are offered by the
Reference Banks at
approximately 11:00 a.m. (London time) on such date to prime
banks in the London
interbank market. In such event, the Trustee shall request the
principal London
office of each of the Reference Banks to provide a quotation of
its rate. If at
least two such quotations are provided, the rate for that date
will be the
arithmetic mean of the quotations (rounded upwards if necessary
to the nearest
whole multiple of 1/16%). If fewer than two quotations are
provided as
requested, the rate for that date will be the arithmetic mean of
the rates
quoted by major banks in New York City, selected by the Trustee
(after
consultation with the Depositor), at approximately 11:00 a.m.
(New York City
time) on such date for one-month U.S. dollar loans to leading
European banks.
LIBOR Certificates: As specified in the Preliminary
Statement.
LIBOR Determination Date: With respect to any Interest
Accrual
Period for the LIBOR Certificates, the second London Business
Day preceding the
commencement of such Interest Accrual Period.
Liquidated Mortgage Loan: With respect to any Distribution Date,
a
defaulted Mortgage Loan (including any REO Property) which was
liquidated in the
calendar month preceding the month of such Distribution Date and
as to which the
Servicer has certified to the Trustee that it has received all
amounts it
expects to receive in connection with the liquidation of such
Mortgage Loan
including the final disposition of an REO Property.
Liquidation Proceeds: Cash received in connection with the
liquidation of a Liquidated Mortgage Loan, whether through a
trustee's sale,
foreclosure sale or otherwise.
Loan Group: The Group I Mortgage Loans or the Group II
Mortgage
Loans, as applicable.
Loan-to-Value Ratio or LTV: As of any date and as to any
First-Lien
Mortgage Loan, the ratio (expressed as a percentage) of the
outstanding
principal balance of the First-Lien Mortgage Loan to (a) in the
case of a
purchase, the lesser of (i) the sale price of the Mortgaged
Property and (ii)
the lesser of (y) its appraised value at the time of sale or (z)
the appraised
value determined by a review appraisal conducted by the
Responsible Party, or
(b) in the case of a refinancing or modification, the lesser of
(i) the
appraised value of the Mortgaged Property at the time of the
refinancing or
modification or (ii) the appraised value determined by a review
appraisal
conducted by the Responsible Party.
London Business Day: Any day on which dealings in deposits of
United
States dollars are transacted in the London interbank
market.
Lower Tier REMIC: As described in the Preliminary Statement.
Lower Tier REMIC Interest Rate: As described in the
Preliminary
Statement.
Lower Tier REMIC Regular Interest: Each of the Class LT-A-1,
Class
LT-A-2A, Class LT-A-2B, Class LT-A-2C, Class LT-M-1, Class
LT-M-2, Class LT-M-3,
Class LT-M-4, Class LT-M-5, Class LT-M-6, Class LT-B-1, Class
LT-B-2, Class
LT-B-3, Class LT-Group I, Class LT-Group I(SUB), Class LT-Group
II(SUB), Class
LT-Group II, Class LT-XX, Class LT-IO and Class LT-Accrual
Interests as
described in the Preliminary Statement.
Lower Tier REMIC Principal Amount: The principal balance of
each
Lower Tier REMIC Regular Interest, determined as set forth in
the Preliminary
Statement. The Lower Tier REMIC Principal Amount shall be
computed to at least
eight (8) decimal places.
Lower Tier REMIC Subordinated Balance Ratio: The ratio between
the
Lower Tier REMIC Principal Amounts of the Class LT-Group I(SUB)
Interest and
Class LT-Group II(SUB) Interest, equal to the ratio between the
Group
Subordinated Amount of the Group I Mortgage Loans and the Group
Subordinated
Amount of the Group II Mortgage Loans, respectively.
Lower Tier REMIC WAC Rate: A per annum variable rate equal to
the
weighted average of the Pooling Tier REMIC-2 Interest Rates of
the Pooling Tier
REMIC-2 Regular Interests (other than the Pooling Tier REMIC-2
IO Interests).
Maximum Mortgage Rate: With respect to each Adjustable Rate
Mortgage
Loan, a rate that (i) is set forth on the Data Tape Information
and in the
related Mortgage Note and (ii) is the maximum interest rate to
which the
Mortgage Rate on such Adjustable Rate Mortgage Loan may be
increased during the
lifetime of such Adjustable Rate Mortgage Loan.
MERS: Mortgage Electronic Registration Systems, Inc., a
Delaware
corporation, and its successors in interest.
MERS Designated Mortgage Loan: Mortgage Loans for which (a)
the
Responsible Party has designated or will designate MERS as, and
has taken or
will take such action as is necessary to cause MERS to be, the
mortgagee of
record, as nominee for the Responsible Party, in accordance with
the MERS
Procedure Manual and (b) the Responsible Party has designated or
will designate
the Purchaser as the Investor on the MERS System.
MERS Procedure Manual: The MERS Procedures Manual, as it may
be
amended, supplemented or otherwise modified from time to
time.
MERS(R) System: MERS mortgage electronic registry system, as
more
particularly described in the MERS Procedures Manual.
Minimum Mortgage Rate: With respect to each Adjustable Rate
Mortgage
Loan, a rate that (i) is set forth on the Data Tape Information
and in the
related Mortgage Note and (ii) is the minimum interest rate to
which the
Mortgage Rate on such Adjustable Rate Mortgage Loan may be
decreased during the
lifetime of such Adjustable Rate Mortgage Loan.
Monthly Statement: The statement delivered to the
Certificateholders
pursuant to Section 4.03.
Moody's: Moody's Investors Service, Inc. If Moody's is
designated as
a Rating Agency in the Preliminary Statement, for purposes of
Section 10.05(c)
the address for notices to Moody's shall be Moody's Investors
Service, Inc., 99
Church Street, New York, New York 10007, Attention: Residential
Mortgage
Pass-Through Group, or such other address as Moody's may
hereafter furnish to
the Depositor, the Trustee and the Servicer.
Mortgage: The mortgage, deed of trust or other instrument
identified
on the Mortgage Loan Schedule as securing a Mortgage Note.
Mortgage File: The items pertaining to a particular Mortgage
Loan
contained in either the Servicing File or Custodial File.
Mortgage Loan: An individual Mortgage Loan that is the subject
of
this Agreement, each Mortgage Loan originally sold and subject
to this Agreement
being identified on the Mortgage Loan Schedule, which Mortgage
Loan includes,
without limitation, the Mortgage File, the Scheduled Payments,
Principal
Prepayments, Liquidation Proceeds, Subsequent Recoveries,
Condemnation Proceeds,
Insurance Proceeds, REO Disposition proceeds, Prepayment
Charges, and all other
rights, benefits, proceeds and obligations arising from or in
connection with
such Mortgage Loan, excluding replaced or repurchased Mortgage
Loans.
Mortgage Loan Schedule: A schedule of Mortgage Loans delivered
to
the Trustee and referred to as Schedule I, such schedule setting
forth, for each
Loan Group, the Data Tape Information with respect to each
Mortgage Loan. In
addition, the Mortgage Loan Schedule shall include the Original
Sale Date for
each Mortgage Loan.
Mortgage Note: The note or other evidence of the indebtedness of
a
Mortgagor under a Mortgage Loan.
Mortgage Rate: The annual rate of interest borne on a Mortgage
Note,
which shall be adjusted from time to time in the case of an
Adjustable Rate
Mortgage Loan.
Mortgage Rate Caps: With respect to an Adjustable Rate
Mortgage
Loan, the Periodic Mortgage Rate Cap, the Maximum Mortgage Rate,
and the Minimum
Mortgage Rate for such Mortgage Loan.
Mortgaged Property: With respect to each Mortgage Loan, the
real
property (or leasehold estate, if applicable) identified on the
Mortgage Loan
Schedule as securing repayment of the debt evidenced by the
related Mortgage
Note.
Mortgagor: The obligor(s) on a Mortgage Note.
Net Monthly Excess Cash Flow: For any Distribution Date, the
amount
remaining for distribution pursuant to Section 4.02(a)(iii)
(before giving
effect to distributions pursuant to such subsection).
Net Prepayment Interest Shortfall: For any Distribution Date,
the
amount by which the sum of the Prepayment Interest Shortfalls
for such
Distribution Date exceeds the sum of (i) all Prepayment Interest
Excesses for
such Distribution Date and (ii) Compensating Interest payments
made with respect
to such Distribution Date.
Net Swap Payment: With respect to any Distribution Date, any
net
payment (other than a Swap Termination Payment) payable by the
Trust to the Swap
Provider on the related Fixed Rate Payer Payment Date (as
defined in the
Interest Rate Swap Agreement).
Net Swap Receipt: With respect to any Distribution Date, any
net
payment (other than a Swap Termination Payment) made by the Swap
Provider to the
Trust on the related Floating Rate Payer Payment Date (as
defined in the
Interest Rate Swap Agreement), or any amount withdrawn from the
reserve account
referred to in the third full paragraph of Section 4.06 that is
required under
that paragraph be treated as a Net Swap Receipt for purposes of
determining the
distributions from the Supplemental Interest Account.
NIM Issuer: The entity established as the issuer of the NIM
Securities.
NIM Securities: Any debt securities secured or otherwise backed
by
some or all of the Class X and Class P Certificates that are
rated by any Rating
Agency.
NIM Trustee: The trustee for the NIM Securities.
Non-Delay Certificates: As specified in the Preliminary
Statement.
Non-Permitted Transferee: A Person other than a Permitted
Transferee.
Nonrecoverable P&I Advance: Any P&I Advance previously
made or
proposed to be made in respect of a Mortgage Loan or REO
Property that, in the
good faith business judgment of the Servicer, will not or, in
the case of a
proposed P&I Advance, would not be ultimately recoverable
from related Late
Collections on such Mortgage Loan or REO Property as provided
herein.
Nonrecoverable Servicing Advance: Any Servicing Advances
previously
made or proposed to be made in respect of a Mortgage Loan or REO
Property,
which, in accordance with Accepted Servicing Practices, will not
or, in the case
of a proposed Servicing Advance, would not be ultimately
recoverable from
related Late Collections.
Non-U.S. Person: A person that is not a U.S. Person.
Notice of Final Distribution: The notice to be provided pursuant
to
Section 9.02 to the effect that final distribution on any of the
Certificates
shall be made only upon presentation and surrender thereof.
Offered Certificates: As specified in the Preliminary
Statement.
Officer's Certificate: A certificate signed by an officer of
the
Servicer with responsibility for the servicing of the Mortgage
Loans and listed
on a list delivered to the Trustee pursuant to this
Agreement.
Opinion of Counsel: A written opinion of counsel, who may be
in-house counsel for the Servicer or any Subservicer, reasonably
acceptable to
the Trustee (and/or such other Persons as may be set forth
herein), provided,
that any Opinion of Counsel relating to (a) qualification of any
Trust REMIC or
(b) compliance with the REMIC Provisions, must be (unless
otherwise stated in
such Opinion of Counsel) an opinion of counsel who (i) is in
fact independent of
the Servicer of the Mortgage Loans, (ii) does not have any
material direct or
indirect financial interest in the Servicer of the Mortgage
Loans or in an
Affiliate of the Servicer and (iii) is not connected with the
Servicer of the
Mortgage Loans as an officer, employee, director or person
performing similar
functions.
Optional Termination Date: The Distribution Date on which
the
aggregate Stated Principal Balance of the Mortgage Loans, as of
the last day of
the related Due Period, is equal to 10% or less of the Cut-off
Date Pool
Principal Balance.
Original Sale Date: Either October 20, 2006 or October 27,
2006.
OTS: Office of Thrift Supervision, and any successor
thereto.
Outstanding: With respect to the Certificates or the Servicing
Fee
Certificate as of any date of determination, all Certificates or
the Servicing
Fee Certificate theretofore executed and authenticated under
this Agreement
except:
(i) Certificates or the Servicing Fee Certificate
theretofore
canceled by the Trustee or delivered to the Trustee for
cancellation; and
(ii) Certificates or the Servicing Fee Certificate in
exchange
for which or in lieu of which other Certificates have been
executed
and delivered by the Trustee pursuant to this Agreement.
Outstanding Mortgage Loan: As of any Due Date, a Mortgage Loan
with
a Stated Principal Balance greater than zero which was not the
subject of a
Principal Prepayment in Full prior to such Due Date and which
did not become a
Liquidated Mortgage Loan prior to such Due Date.
Ownership Interest: As to any Residual Certificate, any
ownership
interest in such Certificate including any interest in such
Certificate as the
Holder thereof and any other interest therein, whether direct or
indirect, legal
or beneficial.
P&I Advance: As to any Mortgage Loan or REO Property, any
advance
made by the Servicer in respect of any Remittance Date
representing the
aggregate of all payments of principal and interest, net of the
Servicing Fee,
that were due during the related Due Period on the Mortgage
Loans and that were
delinquent on the related Determination Date, plus certain
amounts representing
assumed payments not covered by any current net income on the
Mortgaged
Properties acquired by foreclosure or deed in lieu of
foreclosure as determined
pursuant to Section 4.01.
Pass-Through Margin: With respect to each Class of Regular
Certificates, the following percentages: Class A-1, 0.130%;
Class A-2A, 0.050%;
Class A-2B, 0.150%; Class A-2C, 0.210%; Class M-1, 0.240%; Class
M-2, 0.270%;
Class M-3, 0.300%; Class M-4, 0.380%; Class M-5, 0.390%; Class
M-6, 0.450%;
Class B-1, 1.000%; Class B-2, 1.500%; and Class B-3, 2.250%. On
the first
Distribution Date after the Optional Termination Date, the
Pass-Through Margins
shall increase to: Class A-1, 0.260%; Class A-2A, 0.100%; Class
A-2B, 0.300%;
Class A-2C, 0.420%; Class M-1, 0.360%; Class M-2, 0.405%; Class
M-3, 0.450%;
Class M-4, 0.570%; Class M-5, 0.585%; Class M-6, 0.675%; Class
B-1, 1.500%;
Class B-2, 2.250%; and Class B-3, 3.375%.
Pass-Through Rate: For each Class of Certificates and each Class
of
Upper Tier REMIC Regular Interest, the per annum rate set forth
or calculated in
the manner described in the Preliminary Statement.
PCAOB: The Public Company Accounting Oversight Board.
Percentage Interest: As to any Certificate, the percentage
interest
evidenced thereby in distributions required to be made on the
related Class,
such percentage interest being set forth on the face thereof or
equal to the
percentage obtained by dividing the Denomination of such
Certificate by the
aggregate of the Denominations of all Certificates of the same
Class.
Periodic Mortgage Rate Cap: With respect to an Adjustable
Rate
Mortgage Loan, the periodic limit on each Mortgage Rate
adjustment as set forth
in the related Mortgage Note.
Permitted Investments: Any one or more of the following
obligations
or securities acquired at a purchase price of not greater than
par, regardless
of whether issued by the Servicer, the Trustee or any of their
respective
Affiliates:
(i) direct obligations of, or obligations fully guaranteed
as
to timely payment of principal and interest by, the United
States or
any agency or instrumentality thereof, provided such obligations
are
backed by the full faith and credit of the United States;
(ii) demand and time deposits in, certificates of deposit
of,
or 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 and issued by, any Depository Institution and
rated
"F1+" by Fitch, "A-1+" by Standard & Poor's, "P-1" by
Moody's and
"R-1" by DBRS (in each case, to the extent they are designated
as
Rating Agencies in the Preliminary Statement);
(iii) repurchase obligations with respect to any security
described in clause (i) above entered into with a Depository
Institution (acting as principal);
(iv) securities (which shall in no event have an original
maturity of more than 365 days) bearing interest or sold at
a
discount that are issued by any corporation incorporated under
the
laws of the United States of America or any state thereof and
that
are rated by Standard & Poor's and Moody's (in each case, to
the
extent they are designated as Rating Agencies in the
Preliminary
Statement), and by each other Rating Agency that rates such
securities in its highest long-term unsecured rating categories
at
the time of such investment or contractual commitment providing
for
such investment;
(v) commercial paper (including both non-interest-bearing
discount obligations and interest-bearing obligations payable
on
demand or on a specified date not more than 30 days after the
date
of acquisition thereof) that is rated by Standard & Poor's
and
Moody's (in each case, to the extent they are designated as
Rating
Agencies in the Preliminary Statement), and by each other
Agency
that rates such securities in its highest short-term unsecured
debt
rating available at the time of such investment;
(vi) units of money market funds, including money market
funds
managed or advised by the Depositor, the Trustee or an
Affiliate
thereof, that have been rated "Aaa" by Moody's, "AAAm" or
"AAAm-G"
by Standard & Poor's and, if rated by Fitch, at least "AAA"
by Fitch
and "R-1" by DBRS (in each case, to the extent they are
designated
as Rating Agencies in the Preliminary Statement); and
(vii) if previously confirmed in writing to the Trustee, any
other demand, money market or time deposit, or any other
obligation,
security or investment, as may be acceptable to each of the
Rating
Agencies as a permitted investment of funds backing "Aaa" or
"AAA"
rated securities;
provided, however, that no instrument described hereunder shall
evidence either
the right to receive (a) only interest with respect to the
obligations
underlying such instrument or (b) both principal and interest
payments derived
from obligations underlying such instrument and the interest and
principal
payments with respect to such instrument provide a yield to
maturity at par
greater than 120% of the yield to maturity at par of the
underlying obligations.
Permitted Transferee: Any Person other than (i) the United
States,
any State or political subdivision thereof, or any agency or
instrumentality of
any of the foregoing, (ii) a foreign government, international
organization or
any agency or instrumentality of either of the foregoing, (iii)
an organization
(except certain farmers' cooperatives described in Section 521
of the Code)
which is exempt from tax imposed by Chapter 1 of the Code
(including the tax
imposed by Section 511 of the Code on unrelated business taxable
income) on any
excess inclusions (as defined in Section 860E(c)(1) of the Code)
with respect to
any Residual Certificate, (iv) rural electric and telephone
cooperatives
described in Section 1381(a)(2)(C) of the Code, (v) a Person
that is a
Disqualified Non-U.S. Person or a U.S. Person with respect to
whom income from a
Residual Certificate is attributable to a foreign permanent
establishment or
fixed base, within the meaning of an applicable income tax
treaty, of such
Person or any other U.S. Person, (vi) an "electing large
partnership" within the
meaning of Section 775 of the Code and (vii) any other Person so
designated by
the Depositor based upon an Opinion of Counsel that the Transfer
of an Ownership
Interest in a Residual Certificate to such Person may cause any
Trust REMIC to
fail to qualify as a REMIC at any time that the Certificates are
outstanding.
The terms "United States," "State" and "international
organization" shall have
the meanings set forth in Section 7701 of the Code or successor
provisions. A
corporation will not be treated as an instrumentality of the
United States or of
any State or political subdivision thereof for these purposes if
all of its
activities are subject to tax and, with the exception of Freddie
Mac, a majority
of its board of directors is not selected by such government
unit.
Person: Any individual, corporation, partnership, joint
venture,
association, limited liability company, joint-stock company,
trust,
unincorporated organization or government, or any agency or
political
subdivision thereof.
Physical Certificates: As specified in the Preliminary
Statement.
Pool Cap: With respect to the Mortgage Loans as of any
Distribution
Date, the weighted average of (x) the Group I Loan Cap for such
Distribution
Date (y) the Group II Loan Cap for such Distribution Date, in
each case weighted
on the basis of the related Group Subordinated Amount. For
federal income tax
purposes, the economic equivalent of the Pool Cap shall be
expressed as the
weighted average of the Lower Tier REMIC Interest Rate on (a)
the Class LT-Group
I(SUB), subject to a cap and floor equal to the Lower Tier REMIC
Interest Rate
of the Class LT-Group I Interest and (b) the Class LT-Group
II(SUB), subject to
a cap and floor equal to the Lower Tier REMIC Interest Rate of
the Class
LT-Group II Interest, weighted on the basis of the respective
Lower Tier REMIC
Principal Amounts of the Class LT-Group I(SUB) and Class
LT-Group II(SUB),
respectively. With respect to the first Due Period and first
Distribution Date
only, the Pool Cap shall be reduced by a fraction, the numerator
of which is the
Closing Date Deposit Amount and the denominator of which is the
Cut-Off Date
Pool Principal Balance.
Pool Stated Principal Balance: As to any Distribution Date,
the
aggregate of the Stated Principal Balances of the Mortgage Loans
for such
Distribution Date that were Outstanding Mortgage Loans on the
Due Date in the
related Due Period.
Pooling Tier REMIC-1: As described in the Preliminary
Statement.
Pooling Tier REMIC-1 Interest Rate: As described in the
Preliminary
Statement.
Pooling Tier REMIC-1 Loan Group I WAC Rate: With respect to
the
Group I Mortgage Loans as of any Distribution Date, the weighted
average of the
Adjusted Net Mortgage Rates then in effect on the beginning of
the related Due
Period on the Group I Mortgage Loans multiplied by (b) 30
divided by the actual
number of days in the related Interest Accrual Period. With
respect to the first
Due Period and first Distribution Date only, the Pooling Tier
REMIC 1 Loan Group
I WAC Rate shall be reduced by a fraction, the numerator of
which is the Closing
Date Deposit Amount and the denominator of which is the
Cut-off-Date Pool
Principal Balance of the Group I Mortgage Loans.
Pooling Tier REMIC-1 Loan Group II WAC Rate: With respect to
the
Group II Mortgage Loans as of any Distribution Date, a per annum
rate equal to
(a) the weighted average of the Adjusted Net Mortgage Rates then
in effect on
the beginning of the related Due Period on the Group II Mortgage
Loans
multiplied by (b) 30 divided by the actual number of days in the
related
Interest Accrual Period. With respect to the first Due Period
and first
Distribution Date only, the Pooling Tier REMIC 1 Loan Group II
WAC Rate shall be
reduced by a fraction, the numerator of which is the Closing
Date Deposit Amount
and the denominator of which is the Cut-off-Date Pool Principal
Balance of the
Group II Mortgage Loans.
Pooling Tier REMIC-1 Principal Amount: As described in the
Preliminary Statement.
Pooling Tier REMIC-1 Regular Interest: As described in the
Preliminary Statement.
Pooling Tier REMIC-2: As described in the Preliminary
Statement.
Pooling Tier REMIC-2 Interest Rate: As described in the
Preliminary
Statement.
Pooling Tier REMIC-2 IO Interest: Any of the Pooling Tier
REMIC-2
Regular Interests with the designation "IO" in its name.
Pooling Tier REMIC-2 IO Notional Balance: As described in
the
Preliminary Statement.
Pooling Tier REMIC-2 Principal Amount: As described in the
Preliminary Statement.
Pooling Tier REMIC-2 Regular Interest: As described in the
Preliminary Statement.
Prepayment Charge: Any prepayment premium, penalty or charge
collected by the Servicer with respect to a Mortgage Loan from a
Mortgagor in
connection with any Principal Prepayment pursuant to the terms
of the related
Mortgage Note.
Prepayment Interest Excess: With respect to any Distribution
Date,
any interest collected by the Servicer with respect to any
Mortgage Loan
serviced by the Servicer as to which a Principal Prepayment in
Full occurs from
the 1st day of the month through the 15th day of the month in
which such
Distribution Date occurs and that represents interest that
accrues from the 1st
day of such month to the date of such Principal Prepayment in
Full.
Prepayment Interest Shortfall: With respect to any
Distribution
Date, the sum of, for each Mortgage Loan that was, during the
portion of the
Prepayment Period from the first day of such Prepayment Period
through the last
day of the month preceding the month in which such Distribution
Date occurs, the
subject of a Principal Prepayment which is not accompanied by an
amount equal to
one month of interest that would have been due on such Mortgage
Loan on the Due
Date that occurs during such Prepayment Period and which was
applied by the
Servicer to reduce the outstanding principal balance of such
Mortgage Loan on a
date preceding such Due Date, an amount equal to the product of
(a) the Mortgage
Rate net of the Servicing Fee Rate for such Mortgage Loan, (b)
the amount of the
Principal Prepayment for such Mortgage Loan, (c) 1/360 and (d)
the number of
days commencing on the date on which such Principal Prepayment
was applied and
ending on the last day of the calendar month in which the
related Prepayment
Period begins.
Prepayment Period: With respect to any Distribution Date, either
(i)
with respect to any Principal Prepayments in Full, the period
from and including
the 16th day of the month preceding the month in which such
Distribution Date
occurs (or, in the case of the first Distribution Date, from the
Cut-off Date)
to and including the 15th day of the month in which such
Distribution Date
occurs, or (ii) with respect to any partial Principal
Prepayments, the calendar
month preceding the month in which such Distribution Date
occurs.
Principal Distribution Amount: For any Distribution Date, the
sum of
(i) the Basic Principal Distribution Amount for such
Distribution Date and (ii)
the Extra Principal Distribution Amount for such Distribution
Date.
Principal Prepayment: Any full or partial payment or other
recovery
of principal on a Mortgage Loan (including upon liquidation of a
Mortgage Loan)
which is received in advance of its scheduled Due Date,
excluding any Prepayment
Charge thereon and which is not accompanied by an amount of
interest
representing scheduled interest 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 amount equal to the sum of the following amounts (without
duplication) with
respect to the related Due Period: (i) each Scheduled Payment of
principal on a
Mortgage Loan due during such Due Period and received by the
Servicer on or
prior to the related Determination Date or advanced by the
Servicer for the
related Remittance Date, (ii) all Principal Prepayments received
during the
related Prepayment Period; (iii) all net Liquidation Proceeds,
Condemnation
Proceeds and Insurance Proceeds on the Mortgage Loans allocable
to principal,
and all Subsequent Recoveries, actually collected by the
Servicer during the
related Prepayment Period; (iv) the portion of the Repurchase
Price allocable to
principal with respect to each Mortgage Loan repurchased on or
prior to the
related Determination Date; (v) all Substitution Adjustment
Amounts allocable to
principal with respect to the substitutions of Mortgage Loans
that occur on or
prior to the related Determination Date; (vi) the allocable
portion of the
proceeds received with respect to the termination of the Trust
Fund pursuant to
clause (a) of Section 9.01 (to the extent such proceeds relate
to principal) and
(vii) with respect to the Distribution Date in February 2007
only, the Closing
Date Deposit Amount.
Private Certificates: As specified in the Preliminary
Statement.
Prospectus Supplement: The Prospectus Supplement, dated January
19,
2007, relating to the Offered Certificates.
PTCE 95-60: As defined in Section 5.02(b).
PUD: A planned unit development.
Purchase Agreement: The Mortgage Loan Purchase Agreement, dated
as
of June 1, 2006, by and between the Responsible Party and the
Sponsor.
Rating Agency: Each of the Rating Agencies specified in the
Preliminary Statement. If such organization or a successor is no
longer in
existence, "Rating Agency" shall be such nationally recognized
statistical
rating organization, or other comparable Person, as is
designated by the
Depositor, notice of which designation shall be given to the
Trustee. References
herein to a given rating or rating category of a Rating Agency
shall mean such
rating category without giving effect to any modifiers. For
purposes of Section
10.05(c), the addresses for notices to each Rating Agency shall
be the address
specified therefor in the definition corresponding to the name
of such Rating
Agency, or such other address as such Rating Agency may
hereafter furnish to the
Depositor, the Trustee and the Servicer.
Realized Losses: With respect to any date of determination and
any
Liquidated Mortgage Loan, the amount, if any, by which (a) the
unpaid principal
balance of such Liquidated Mortgage Loan together with accrued
and unpaid
interest thereon exceeds (b) the Liquidation Proceeds with
respect thereto net
of the expenses incurred by the Servicer in connection with the
liquidation of
such Liquidated Mortgage Loan and net of the amount of
unreimbursed Servicing
Advances with respect to such Liquidated Mortgage Loan.
Record Date: With respect to any Distribution Date, the close
of
business on the Business Day immediately preceding such
Distribution Date;
provided, however, that, for any Definitive Certificate, the
Record Date shall
be the close of business on the last Business Day of the month
preceding the
month in which such Distribution Date occurs.
Reference Bank: As defined in Section 4.04.
Regular Certificates: As specified in the Preliminary
Statement.
Regulation AB: Subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may
be amended from
time to time, and subject to such clarification and
interpretation as have been
provided by the Commission in the adopting release (Asset-Backed
Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506-1,631
(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 Interest Shortfall: With respect to any Distribution
Date
and any Mortgage Loan, any reduction in the amount of interest
collectible on
such Mortgage Loan for the most recently ended Due Period as a
result of the
application of the Servicemembers Civil Relief Act or any
similar state
statutes.
REMIC: A "real estate mortgage investment conduit" within
the
meaning of Section 860D of the Code.
REMIC Provisions: Provisions of the federal income tax law
relating
to real estate mortgage investment conduits, which appear at
Sections 860A
through 860G of Subchapter M of Chapter 1 of the Code, and
related provisions,
and regulations promulgated thereunder, as the foregoing may be
in effect from
time to time as well as provisions of applicable state laws.
Remittance Date: With respect to any Distribution Date, the
second
Business Day immediately preceding such Distribution Date.
REO Disposition: The final sale by the Servicer of any REO
Property.
REO Imputed Interest: As to any REO Property, for any period,
an
amount equivalent to interest (at the Mortgage Rate net of the
Servicing Fee
Rate that would have been applicable to the related Mortgage
Loan had it been
outstanding) on the unpaid principal balance of the Mortgage
Loan as of the date
of acquisition thereof (as such balance is reduced pursuant to
Section 3.17 by
any income from the REO Property treated as a recovery of
principal).
REO Mortgage Loan: A Mortgage Loan where title to the
related
Mortgaged Property has been obtained by the Servicer in the name
of the Trustee
on behalf of the Certificateholders.
REO Property: A Mortgaged Property acquired by the Trust
Fund
through foreclosure or deed-in-lieu of foreclosure in connection
with a
defaulted Mortgage Loan.
Replacement Swap Provider Payment: As defined in Section
4.06.
Reportable Event: As defined in Section 8.12(g).
Representation Letter: The Side Letter, dated as of January 1,
2007,
by and between Barclays Bank PLC and the Depositor, a copy of
which is attached
hereto as Exhibit O.
Repurchase Price: With respect to any Mortgage Loan, an amount
equal
to the sum of (i) the unpaid principal balance of such Mortgage
Loan as of the
date of repurchase, (ii) interest on such unpaid principal
balance of such
Mortgage Loan at the Mortgage Rate from the last date through
which interest has
been paid to the date of repurchase, (iii) all unreimbursed
Servicing Advances
and (iv) all expenses incurred by the Trustee arising out of the
Trustee's
enforcement of the applicable Person's repurchase obligation
hereunder or under
the Representation Letter.
Request for Release: The Request for Release submitted by
the
Servicer to the Trustee, substantially in the form of Exhibit
J.
Residual Certificates: As specified in the Preliminary
Statement.
Responsible Officer: When used with respect to the Trustee, any
vice
president, any assistant vice president, any assistant
secretary, any assistant
treasurer, any associate, or any other officer of the Trustee
customarily
performing functions similar to those performed by any of the
above designated
officers who at such time shall be officers to whom, with
respect to a
particular matter, such matter is referred because of such
officer's knowledge
of and familiarity with the particular subject and who shall
have direct
responsibility for the administration of this Agreement.
Responsible Party: NC Capital Corporation, a California
corporation,
and its successors in interest.
Rule 144A Letter: As defined in Section 5.02(b).
Sarbanes Certification: As defined in Section 8.12(c).
Scheduled Payment: The scheduled monthly payment on a Mortgage
Loan
due on any Due Date allocable to principal and/or interest on
such Mortgage Loan
which, unless otherwise specified herein, shall give effect to
any related Debt
Service Reduction and any Deficient Valuation that affects the
amount of the
monthly payment due on such Mortgage Loan.
Second-Lien Mortgage Loan: A Mortgage Loan secured by a
second-lien
Mortgage on the related Mortgaged Property.
Securities Act: The Securities Act of 1933, as amended.
Senior Enhancement Percentage: With respect to any
Distribution
Date, the percentage obtained by dividing (x) the sum of (i) the
aggregate Class
Certificate Balance of the Subordinated Certificates and (ii)
the Subordinated
Amount (in each case after taking into account the distribution
of the Principal
Distribution Amount, including any principal payments on such
Classes from the
Supplemental Interest Account and the Supplemental Float
Account, for such
Distribution Date) by (y) the aggregate Stated Principal Balance
of the Mortgage
Loans for such Distribution Date.
Senior Specified Enhancement Percentage: As of any date of
determination, 50.80%.
Sequential Class M Certificates: As specified in the
Preliminary
Statement.
Sequential Class M Principal Distribution Amount: With respect
to
any Distribution Date, the excess, if any, of (i) the sum of (A)
the aggregate
Class Certificate Balance of the Class A Certificates (after
taking into account
the distribution of the Class A Principal Distribution Amount
for such
Distribution Date) and (B) the aggregate Class Certificate
Balance of the
Sequential Class M Certificates immediately prior to such
Distribution Date over
(ii) the lesser of (A) 73.80% of the aggregate Stated Principal
Balance of the
Mortgage Loans for such Distribution Date and (B) the excess, if
any, of the
aggregate Stated Principal Balance of the Mortgage Loans for
such Distribution
Date over $4,241,015.
Servicer: Barclays Capital Real Estate Inc. d/b/a HomEq
Servicing, a
Delaware corporation, and its successors in interest, and if a
successor
servicer is appointed hereunder, such successor.
Servicer Remittance Report: As defined in Section 4.03(d).
Servicing Advances: The reasonable "out-of-pocket" costs and
expenses (including legal fees) incurred by the Servicer in the
performance of
its servicing obligations in connection with a default,
delinquency or other
unanticipated event, including, but not limited to, the cost of
(i) the
preservation, restoration, inspection and protection of a
Mortgaged Property,
(ii) any enforcement, administrative or judicial proceedings,
including
foreclosures and litigation, in respect of a particular Mortgage
Loan, (iii) the
management (including reasonable fees in connection therewith)
and liquidation
of any REO Property and (iv) the performance of its obligations
under Sections
3.01, 3.09, 3.13 and 3.15. The Servicing Advances shall also
include any
reasonable "out-of-pocket" costs and expenses (including legal
fees) incurred by
the Servicer in connection with executing and recording
instruments of
satisfaction, deeds of reconveyance or Assignments of Mortgage
in connection
with any satisfaction or foreclosure in respect of any Mortgage
Loan to the
extent not recovered from the Mortgagor or otherwise payable
under this
Agreement. The Servicer shall not be required to make any
Nonrecoverable
Servicing Advances.
Servicing Criteria: The "servicing criteria" set forth in
Item
1122(d) of Regulation AB, which as of the Closing Date are
listed on Exhibit P
hereto.
Servicing Fee: With respect to each Mortgage Loan and for
any
calendar month, an amount equal to one month's interest (or in
the event of any
payment of interest which accompanies a Principal Prepayment in
Full made by the
Mortgagor during such calendar month, interest for the number of
days covered by
such payment of interest) at the Servicing Fee Rate on the
applicable Stated
Principal Balance of such Mortgage Loan as of the first day of
the related Due
Period. Such fee shall be payable monthly, and shall be prorated
for any portion
of a month during which the Mortgage Loan is serviced by the
Servicer under this
Agreement. The Servicing Fee is payable solely from the interest
portion
(including recoveries with respect to interest from Liquidation
Proceeds,
Subsequent Recoveries, Insurance Proceeds, Condemnation Proceeds
and proceeds
received with respect to REO Properties) of such Scheduled
Payment collected by
the Servicer, or as otherwise provided under Section 3.11.
Servicing Fee Certificate: As defined in Section 3.21(a).
Servicing Fee Rate: With respect to each Mortgage Loan, 0.50%
per
annum with respect to each remaining Distribution Date.
Servicing File: With respect to each Mortgage Loan, the file
retained by the Servicer consisting of originals or copies of
all documents in
the Mortgage File which are not delivered to the Trustee in the
Custodial File
and copies of the Mortgage Loan Documents set forth in Exhibit K
hereto.
Servicing Function Participant: As defined in Section
3.23(a).
Servicing Officer: Any employee or officer of the Servicer
involved
in, or responsible for, the administration and servicing of the
Mortgage Loans
whose name and facsimile signature appear on a list of servicing
officers
furnished to the Trustee by the Servicer on the Closing Date
pursuant to this
Agreement, as such list may from time to time be amended.
Servicing Transfer Date: With respect to each Mortgage Loan,
December 30, 2006.
Similar Law: As defined in Section 5.02(b).
60+ Day Delinquent Mortgage Loan: Each Mortgage Loan with
respect to
which any portion of a Scheduled Payment is, as of the last day
of the prior Due
Period (not including a Mortgage Loan that became a Liquidated
Mortgage Loan
after such last day of the prior Due Period and on or prior to
the end of the
Prepayment Period in which such Due Period ends), 60 days or
more delinquent,
each Mortgage Loan in foreclosure, each Mortgage Loan related to
REO Property
and each Mortgage Loan where the related Mortgagor has filed for
bankruptcy.
Specified Subordinated Amount: Prior to the Stepdown Date, an
amount
equal to 3.70% of the Cut-off Date Pool Principal Balance. On
and after the
Stepdown Date, an amount equal to 7.40% of the aggregate Stated
Principal
Balance of the Mortgage Loans for such Distribution Date,
subject, until the
Class Certificate Balance of each Class of LIBOR Certificates
has been reduced
to zero, to a minimum amount equal to 0.50% of the aggregate
Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date; provided,
however, that
if, on any Distribution Date, a Trigger Event exists, the
Specified Subordinated
Amount shall not be reduced to the applicable percentage of the
then current
aggregate Stated Principal Balance of the Mortgage Loans but
instead remain the
same as the prior period's Specified Subordinated Amount until
the Distribution
Date on which a Trigger Event no longer exists. When the Class
Certificate
Balance of each Class of LIBOR Certificates has been reduced to
zero, the
Specified Subordinated Amount will thereafter equal zero.
Sponsor: Sutton Funding LLC, a Delaware limited liability
company,
and its successors in interest.
Standard & Poor's: Standard & Poor's Ratings Services, a
division of
The McGraw-Hill Companies, Inc. If Standard & Poor's is
designated as a Rating
Agency in the Preliminary Statement, for purposes of Section
10.05(c) the
address for notices to Standard & Poor's shall be Standard
& Poor's, 55 Water
Street, New York, New York 10041, Attention: Residential
Mortgage Surveillance
Group - Securitized Asset Backed Receivables LLC Trust 2007-NC1,
or such other
address as Standard & Poor's may hereafter furnish to the
Depositor, the Trustee
and the Servicer.
Standard & Poor's Glossary: The Standard & Poor's
LEVELS(R)
Glossary, as may be in effect from time to time.
Startup Day: The Closing Date.
Stated Principal Balance: As to each Mortgage Loan and as of
any
date of determination, (i) the principal balance of the Mortgage
Loan at the
Cut-off Date after giving effect to payments of principal due on
or before such
date (whether or not received), minus (ii) all amounts
previously remitted to
the Trustee with respect to the related Mortgage Loan
representing payments or
recoveries of principal including advances in respect of
scheduled payments of
principal. For purposes of any Distribution Date, the Stated
Principal Balance
of any Mortgage Loan will give effect to any scheduled payments
of principal
received by the Servicer on or prior to the related
Determination Date or
advanced by the Servicer for the related Remittance Date and any
unscheduled
principal payments and other unscheduled principal collections
received during
the related Prepayment Period, and the Stated Principal Balance
of any Mortgage
Loan that has prepaid in full or has become a Liquidated
Mortgage Loan during
the related Prepayment Period shall be zero.
Stepdown Date: The later to occur of (i) the earlier to occur of
(a)
the Distribution Date in February 2010 and (b) the Distribution
Date following
the Distribution Date on which the aggregate Class Certificate
Balances of the
Class A Certificates have been reduced to zero and (ii) the
first Distribution
Date on which the Senior Enhancement Percentage (calculated for
this purpose
only after taking into account payments of principal on the
Mortgage Loans
applied to reduce the Stated Principal Balance of the Mortgage
Loans for the
applicable Distribution Date but prior to any applications of
Principal
Distribution Amount to the Certificates on such Distribution
Date) is greater
than or equal to the Senior Specified Enhancement
Percentage.
Subcontractor: Any third-party or Affiliated vendor,
subcontractor
or other Person utilized by the Servicer, a Subservicer or the
Trustee, as
applicable, that is not responsible for the overall servicing
(as "servicing" is
commonly understood by participants in the mortgage-backed
securities market) of
Mortgage Loans but performs one or more discrete functions
identified in Item
1122(d) of Regulation AB with respect to any of the Mortgage
Loans.
Subordinated Amount: As of any Distribution Date, the excess,
if
any, of (a) the aggregate Stated Principal Balance of the
Mortgage Loans for
such Distribution Date over (b) the aggregate of the Class
Certificate Balances
of the LIBOR Certificates as of such Distribution Date (after
giving effect to
the payment of the Principal Remittance Amount on such
Certificates on such
Distribution Date).
Subordinated Certificates: As specified in the Preliminary
Statement.
Subordination Deficiency: With respect to any Distribution Date,
the
excess, if any, of (a) the Specified Subordinated Amount
applicable to such
Distribution Date over (b) the Subordinated Amount applicable to
such
Distribution Date.
Subordination Reduction Amount: With respect to any
Distribution
Date, an amount equal to the lesser of (a) the Excess
Subordinated Amount and
(b) the Net Monthly Excess Cash Flow.
Subsequent Recovery: With respect to any Mortgage Loan or
related
Mortgaged Property that became a Liquidated Mortgage Loan or was
otherwise
disposed of, all amounts received in respect of such Liquidated
Mortgage Loan
after an Applied Realized Loss Amount related to such Mortgage
Loan or Mortgaged
Property is allocated to reduce the Class Certificate Balance of
any Class of
Subordinated Certificates. Any Subsequent Recovery that is
received during a
Prepayment Period will be included as part of the Principal
Remittance Amount
for the related Distribution Date.
Subservicer: Any Person that services Mortgage Loans on behalf
of
the Servicer or any Subservicer and is responsible for the
performance (whether
directly or through Subservicers or Subcontractors) of a
substantial portion of
the material servicing functions required to be performed by the
Servicer under
this Agreement, with respect to some or all of the Mortgage
Loans, that are
identified in Item 1122(d) of Regulation AB.
Subservicing Account: As defined in Section 3.08.
Subservicing Agreements: As defined in Section 3.02(a).
Substitute Mortgage Loan: A Mortgage Loan substituted by the
Responsible Party for a Deleted Mortgage Loan which must, on the
date of such
substitution, as confirmed in a Request for Release,
substantially in the form
of Exhibit J, (i) have a Stated Principal Balance, after
deduction of all
Scheduled Payments due in the month of substitution, not in
excess of the Stated
Principal Balance of the Deleted Mortgage Loan; (ii) be accruing
interest at a
rate not lower than and not more than 1% higher than that of the
Deleted
Mortgage Loan; (iii) have a remaining term to maturity not
greater than (and not
more than one year less than) that of the Deleted Mortgage Loan;
(iv) be of the
same type as the Deleted Mortgage Loan; and (v) comply with each
applicable
representation and warranty set forth in Section 2.03.
Substitution Adjustment Amount: As defined in Section 2.03.
Supplemental Float Account: The trust account created pursuant
to
Section 4.07 of this Agreement consisting of any interest or
investment income
earned on funds deposited in the Collection Account, subject to
Section 3.21(c).
The Supplemental Float Account shall be an asset of Pooling Tier
REMIC-1.
Supplemental Float Reserve Account: As defined in Section
4.07(vii)(A).
Supplemental Float Reserve Beneficiary: As defined in Section
4.07.
Supplemental Interest Account: The trust account created
pursuant to
Section 4.06 of this Agreement consisting of the Interest Rate
Swap Agreement,
the Class IO Interest and the right to receive Class IO
Shortfalls, subject to
the obligation to pay amounts specified in Section 4.06.
Swap LIBOR: With respect to any Distribution Date (and the
related
Interest Accrual Period), the product of (i) USD-LIBOR-BBA (as
used in the
Interest Rate Swap Agreement), (ii) two, and (iii) the quotient
of (a) the
actual number of days in the Interest Accrual Period for the
LIBOR Certificates
divided by (b) 30.
Swap Provider: Barclays Bank PLC, a bank authorized and
regulated by
the United Kingdom's Financial Services Authority and a member
of the London
Stock Exchange, and its successors in interest.
Swap Termination Payment: Any payment payable by the Trust or
the
Swap Provider upon termination of the Interest Rate Swap
Agreement as a result
of an Event of Default (as defined in the Interest Rate Swap
Agreement) or a
Termination Event (as defined in the Interest Rate Swap
Agreement).
Tax Matters Person: The Holder of the (i) Class R-I Certificates
and
(ii) Class R-II Certificates designated as "tax matters person"
of (i) Pooling
Tier REMIC-1 and (ii) Pooling Tier REMIC-2, the Lower Tier REMIC
and the Upper
Tier REMIC, respectively, in the manner provided under Treasury
Regulations
Section 1.860F-4(d) and Treasury Regulations Section
301.6231(a)(7)-1.
Tax Service Contract: As defined in Section 3.09(a).
Telerate Page 3750: The display page currently so designated on
the
Bridge Telerate Service (or such other page as may replace that
page on that
service for displaying comparable rates or prices).
10-K Filing Deadline: As defined in Section 8.12(c).
Termination Price: As defined in Section 9.01.
Total Monthly Excess Spread: As to any Distribution Date, an
amount
equal to the excess, if any, of (i) the interest on the Mortgage
Loans (other
than Prepayment Interest Excesses) received by the Servicer on
or prior to the
related Determination Date or advanced by the Servicer for the
related
Remittance Date (net of Expense Fees) over (ii) the sum of (A)
the amounts
payable to the Certificates pursuant to Section 4.02(a)(i) on
such Distribution
Date, (B) any Net Swap Payments paid to the Swap Provider and
(C) any Swap
Termination Payment (other than a Defaulted Swap Termination
Payment) payable to
the Swap Provider from Available Funds.
Transfer: Any direct or indirect transfer or sale of any
Ownership
Interest in a Residual Certificate.
Transfer Affidavit: As defined in Section 5.02(c).
Transferor Certificate: As defined in Section 5.02(b).
Trigger Event: Either a Cumulative Loss Trigger Event or a
Delinquency Trigger Event.
Trust: The express trust created hereunder in Section
2.01(c).
Trust Fund: The corpus of the trust created hereunder consisting
of
(i) the Mortgage Loans and all interest and principal with
respect thereto
received on or after the related Cut-off Date, other than such
amounts which
were due on the Mortgage Loans on or prior to the related
Cut-off Date; (ii) the
Collection Account, Excess Reserve Fund Account, the
Distribution Account, the
Supplemental Float Account and all amounts deposited therein
pursuant to the
applicable provisions of this Agreement; (iii) property that
secured a Mortgage
Loan and has been acquired by foreclosure, deed-in-lieu of
foreclosure or
otherwise; (iv) the Interest Rate Swap Agreement; (v) the Cap
Agreement; (vi)
the Supplemental Interest Account; (vii) the Closing Date
Deposit Amount; (viii)
the Representation Letter; and (ix) all proceeds of the
conversion, voluntary or
involuntary, of any of the foregoing.
Trust REMIC: Any of Pooling Tier REMIC-1, Pooling Tier REMIC-2,
the
Lower Tier REMIC or the Upper Tier REMIC, as applicable.
Trustee: Deutsche Bank National Trust Company, a national
banking
association, and its successors in interest and, if a successor
trustee is
appointed hereunder, such successor.
Trustee Fee: As to any Distribution Date, an amount equal to
the
product of (a) one-twelfth of the Trustee Fee Rate and (b) the
sum of (i) the
aggregate Stated Principal Balance of the Mortgage Loans as of
the first day of
the related Due Period, and (ii) with respect to the first
Distribution Date
only, the portion of the Closing Date Deposit Amount allocable
to principal.
Trustee Fee Rate: With respect to any Distribution Date
(commencing
with the February 2007 Distribution Date), the amount charged by
the Trustee for
custodial services with respect to the Mortgage Loans performed
by the Trustee
during the preceding calendar month (commencing with the month
of January 2007),
based on a trustee fee schedule previously furnished by the
Trustee, converted
into a per annum rate calculated on the basis of a 360-day year
consisting of
twelve 30-day months; provided, however, that in no event shall
such rate exceed
0.002% per annum.
Trustee Float Period: With respect to the Distribution Date and
the
related amounts in the Distribution Account, the period
commencing on the second
Business Day immediately preceding such Distribution Date and
ending on such
Distribution Date.
Underwriters' Exemption: Any exemption listed under footnote 1
of,
and amended by, Prohibited Transaction Exemption 2002-41, 67
Fed. Reg. 54487
(2002), or any successor exemption.
Underwriting Guidelines: The underwriting guidelines attached to
the
Purchase Agreement.
Unpaid Interest Amount: As of any Distribution Date and any
Class of
Certificates, the sum of (a) the portion of the Accrued
Certificate Interest
Distribution Amount from Distribution Dates prior to the current
Distribution
Date remaining unpaid immediately prior to the current
Distribution Date and (b)
interest on the amount in clause (a) above at the applicable
Pass-Through Rate
(to the extent permitted by applicable law).
Unpaid Realized Loss Amount: With respect to any Class of
Subordinated Certificates and as to any Distribution Date, is
the excess of (i)
the Applied Realized Loss Amounts with respect to such Class
over (ii) the sum
of (a) all distributions in reduction of such Applied Realized
Loss Amounts on
all previous Distribution Dates, and (b) the amount by which the
Class
Certificate Balance of such Class has been increased due to the
distribution of
any Subsequent Recoveries on all previous Distribution Dates.
Any amounts
distributed to a Class of Subordinated Certificates in respect
of any Unpaid
Realized Loss Amount will not be applied to reduce the Class
Certificate Balance
of such Class.
Upper Tier Carry Forward Amount: With respect to each Class of
LIBOR
Certificates, as of any Distribution Date, the sum of (A) if on
such
Distribution Date the Upper Tier REMIC Interest Rate for the
Corresponding Class
of Upper Tier REMIC Regular Interest is based upon the Upper
Tier REMIC Loan
Group I Rate, Upper Tier REMIC Loan Group II Rate or Upper Tier
REMIC Pool Cap
Rate, as applicable, the excess, if any, of (i) the Accrued
Certificate Interest
Distribution Amount such Class of LIBOR Certificates would
otherwise be entitled
to receive on such Distribution Date taking into account the
Group I Loan Cap,
Group II Loan Cap or Pool Cap, as applicable, over (ii) the
Accrued Certificate
Interest Distribution Amount such Class of Upper Tier REMIC
Regular Interest
would otherwise be entitled to receive on such Distribution Date
taking into
account the Upper Tier REMIC Loan Group I Rate, Upper Tier REMIC
Loan Group II
Rate or Upper Tier REMIC Pool Cap Rate, as applicable, and (B)
the Upper Tier
Carry Forward Amount for such Class of Certificates for all
previous
Distribution Dates not previously paid, together with interest
thereon at a rate
equal to the applicable Upper Tier REMIC Interest Rate for such
Class of
Certificates for such Distribution Date, without giving effect
to the Upper Tier
REMIC Loan Group I Rate, Upper Tier REMIC Loan Group II Rate or
Upper Tier REMIC
Pool Cap Rate, as applicable.
Upper Tier REMIC: As described in the Preliminary Statement.
Upper Tier REMIC Loan Group I Rate: As described in the
Preliminary
Statement.
Upper Tier REMIC Loan Group II Rate: As described in the
Preliminary
Statement.
Upper Tier REMIC Pool Cap Rate: For any Distribution Date,
the
weighted average of the Lower Tier REMIC Interest Rate on (a)
the Class LT-Group
I(SUB), subject to a cap and floor equal to the Lower Tier REMIC
Interest Rate
of the Class LT-Group I Interest and (b) the Class LT-Group
II(SUB), subject to
a cap and floor equal to the Lower Tier REMIC Interest Rate of
the Class
LT-Group II Interest, weighted on the basis of the respective
Lower Tier REMIC
Principal Amounts of the Class LT-Group I(SUB) and Class
LT-Group II(SUB),
respectively.
Upper Tier REMIC Regular Interest: As described in the
Preliminary
Statement.
U.S. Person: (i) A citizen or resident of the United States;
(ii) a
corporation (or entity treated as a corporation for tax
purposes) created or
organized in the United States or under the laws of the United
States or of any
State thereof, including, for this purpose, the District of
Columbia; (iii) a
partnership (or entity treated as a partnership for tax
purposes) organized in
the United States or under the laws of the United States or of
any State
thereof, including, for this purpose, the District of Columbia
(unless provided
otherwise by future Treasury regulations); (iv) an estate whose
income is
includible in gross income for United States income tax purposes
regardless of
its source; or (v) a trust, if a court within the United States
is able to
exercise primary supervision over the administration of the
trust and one or
more U.S. Persons have authority to control substantial
decisions of the trust.
Notwithstanding the last clause of the preceding sentence, to
the extent
provided in Treasury regulations, certain trusts in existence on
August 20,
1996, and treated as U.S. Persons prior to such date, may elect
to continue to
be U.S. Persons.
Voting Rights: The portion of the voting rights of all of
the
Certificates which is allocated to any Certificate. As of any
date of
determination, (a) 1% of all Voting Rights shall be allocated to
the Class X
Certificates, if any (such Voting Rights to be allocated among
the Holders of
Certificates of each such Class in accordance with their
respective Percentage
Interests), (b) 1% of all Voting Rights shall be allocated to
the Class P
Certificates, if any, and (c) the remaining Voting Rights shall
be allocated
among Holders of the remaining Classes of Certificates in
proportion to the
Certificate Balances of their respective Certificates on such
date.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
Section 2.01 Conveyance of Mortgage Loans. (a) The
Depositor,
concurrently with the execution and delivery hereof, hereby
sells, transfers,
assigns, sets over and otherwise conveys to the Trustee for the
benefit of the
Certificateholders, without recourse, all the right, title and
interest of the
Depositor in and to the Trust Fund, and the Trustee, on behalf
of the Trust,
hereby accepts the Trust Fund. On the Closing Date, the
Depositor shall pay,
without any right of reimbursement from the Trust, to the Cap
Provider the
"Fixed Amount" (as defined in the Cap Agreement) due and payable
to the Cap
Provider pursuant to the terms of the Cap Agreement.
(b) In connection with the transfer and assignment of each
Mortgage
Loan, the Depositor has delivered or caused to be delivered to
the Trustee for
the benefit of the Certificateholders the following documents or
instruments
with respect to each Mortgage Loan so assigned:
(i) the original Mortgage Note bearing all intervening
endorsements
showing a complete chain of endorsement from the originator to
the last
endorsee, endorsed "Pay to the order of _____________, without
recourse"
and signed (which may be by facsimile signature) in the name of
the last
endorsee by an authorized officer. To the extent that there is
no room on
the face of the Mortgage Notes for endorsements, the endorsement
may be
contained on an allonge, unless state law does not so allow and
the
Trustee is so advised in writing by the Responsible Party that
state law
does not so allow;
(ii) the original of any guarantee executed in connection with
the
Mortgage Note;
(iii) the original Mortgage with evidence of recording thereon
or a
certified true copy of such Mortgage submitted for recording.
If, in
connection with any Mortgage Loan, the original Mortgage cannot
be
delivered with evidence of recording thereon on or prior to the
Closing
Date because of a delay caused by the public recording office
where such
Mortgage has been delivered for recordation or because such
Mortgage has
been lost or because such public recording office retains the
original
recorded Mortgage, the Responsible Party shall deliver or cause
to be
delivered to the Trustee a photocopy of such Mortgage, together
with (A)
in the case of a delay caused by the public recording office, an
Officer's
Certificate of the Responsible Party (or certified by the title
company,
escrow agent, or closing attorney) stating that such Mortgage
has been
dispatched to the appropriate public recording office for
recordation and
that the original recorded Mortgage or a copy of such Mortgage
certified
by such public recording office to be a true and complete copy
of the
original recorded Mortgage will be promptly delivered to the
Trustee upon
receipt thereof by the Responsible Party; or (B) in the case of
a Mortgage
where a public recording office retains the original recorded
Mortgage or
in the case where a Mortgage is lost after recordation in a
public
recording office, a copy of such Mortgage certified by such
public
recording office to be a true and complete copy of the original
recorded
Mortgage;
(iv) the originals of all assumption, modification,
consolidation
and extension agreements, if any, with evidence of recording
thereon;
(v) the original Assignment of Mortgage for each Mortgage
Loan
endorsed in blank (except with respect to MERS Designated
Loans);
(vi) the originals of all intervening assignments of Mortgage
(if
any) evidencing a complete chain of assignment from the
applicable
originator to the last endorsee (or, in the case of a MERS
Designated
Loan, MERS) with evidence of recording thereon, or if any such
intervening
assignment has not been returned from the applicable recording
office or
has been lost or if such public recording office retains the
original
recorded assignments of Mortgage, the Responsible Party shall
deliver or
cause to be delivered a photocopy of such intervening
assignment, together
with (A) in the case of a delay caused by the public recording
office, an
Officer's Certificate of the Responsible Party or a certificate
from an
escrow company, a title company or a closing attorney stating
that such
intervening assignment of Mortgage has been dispatched to the
appropriate
public recording office for recordation and that such original
recorded
intervening assignment of Mortgage or a copy of such
intervening
assignment of Mortgage certified by the appropriate public
recording
office to be a true and complete copy of the original recorded
intervening
assignment of Mortgage will be promptly delivered to the Trustee
upon
receipt thereof by the Responsible Party; or (B) in the case of
an
intervening assignment where a public recording office retains
the
original recorded intervening assignment or in the case where
an
intervening assignment is lost after recordation in a public
recording
office, a copy of such intervening assignment certified by such
public
recording office to be a true and complete copy of the original
recorded
intervening assignment;
(vii) the original mortgagee title insurance policy or, in the
event
such original title policy is unavailable, a copy of the title
policy,
certified by the Responsible Party, or certified true copy of
the related
policy binder or commitment for title certified to be true and
complete by
the title insurance company;
(viii) the original or, if unavailable, a copy of any
security
agreement, chattel mortgage or equivalent document executed in
connection
with the Mortgage (if provided); and
(ix) if any of the above documents has been executed by a
person
holding a power of attorney, an original or photocopy of such
power
certified by the Responsible Party to be a true and correct copy
of the
original.
To the extent not previously delivered to the Sponsor pursuant
to
the Purchase Agreement, the Responsible Party shall promptly
upon receipt from
the respective recording office cause to be delivered to the
Trustee the
original recorded document described in (iii), (iv) and (vi)
above.
From time to time, the Responsible Party, the Depositor or
the
Servicer, as applicable, shall forward to the Trustee,
additional original
documents, additional documents evidencing an assumption,
modification,
consolidation or extension of a Mortgage Loan, in accordance
with the terms of
this Agreement upon receipt of such documents. All such mortgage
documents held
by the Trustee as to each Mortgage Loan shall constitute the
"Custodial File."
To the extent not previously delivered to the Sponsor pursuant
to
this Agreement, on or prior to the Closing Date, the Responsible
Party shall
deliver to the Trustee, Assignments of Mortgages, in blank, for
each Mortgage
Loan that is not a MERS Designated Loan. No later than thirty
(30) Business Days
following the later of the Closing Date and the date of receipt
by the Servicer
of the complete recording information for a Mortgage, the
Servicer shall
promptly submit or cause to be submitted for recording, at the
expense of the
Responsible Party and at no expense to the Trust Fund, the
Trustee, the Servicer
or the Depositor, in the appropriate public office for real
property records,
each Assignment of Mortgage referred to in Section 2.01(b)(v).
Notwithstanding
the foregoing, however, for administrative convenience and
facilitation of
servicing and to reduce closing costs, the Assignments of
Mortgage shall not be
required to be completed and submitted for recording with
respect to any
Mortgage Loan (i) if the Trustee and each Rating Agency have
received an Opinion
of Counsel, satisfactory in form and substance to the Trustee
and each Rating
Agency to the effect that the recordation of such Assignments of
Mortgage in any
specific jurisdiction is not necessary to protect the Trustee's
interest in the
related Mortgage Note, (ii) if such Mortgage Loan is a MERS
Designated Mortgage
Loan or (iii) if the Rating Agencies have each notified the
Depositor and the
Servicer in writing that not recording any such Assignments of
Mortgage would
not cause the initial ratings on any LIBOR Certificates to be
downgraded or
withdrawn; provided, however, that the Servicer shall not be
held responsible or
liable for any loss that occurs because an Assignment of
Mortgage was not
recorded, but only to the extent the Servicer does not have
prior knowledge of
the act or omission that causes such loss. Unless the Depositor
gives the
Servicer notice to the contrary, the Depositor is deemed to have
given the
Servicer notice that the condition set forth in clause (iii)
above is
applicable. In addition to the foregoing, the Servicer shall
cause each
Assignment of Mortgage to be recorded in accordance with
Accepted Servicing
Practices in order to convey, upon foreclosure, the title of any
Mortgaged
Property to the Trust as set forth in Section 3.17 hereof. If
the Assignment of
Mortgage is to be recorded, the applicable Mortgage shall be
assigned by the
Responsible Party, at the expense of the Responsible Party to
"Deutsche Bank
National Trust Company, as trustee under the Pooling and
Servicing Agreement
dated as of January 1, 2007, Securitized Asset Backed
Receivables LLC Trust
2007-NC1." In the event that any such Assignment of Mortgage is
lost or returned
unrecorded because of a defect therein, the Responsible Party
shall promptly
cause to be delivered a substitute Assignment of Mortgage to
cure such defect
and thereafter cause each such assignment to be duly recorded at
no expense to
the Trust Fund.
On or prior to the Closing Date, the Depositor shall deliver to
the
Trustee a copy of the Data Tape Information in electronic,
machine readable
medium in a form mutually acceptable to the Depositor and the
Trustee. Within
ten (10) Business Days of the Closing Date, the Depositor shall
deliver a copy
of the complete Mortgage Loan Schedule to the Trustee.
In the event that such original or copy of any document
submitted
for recordation to the appropriate public recording office is
not so delivered
to the Trustee within 180 days (or such other time period as may
be required by
any Rating Agency) following the Closing Date, and in the event
that the
Responsible Party does not cure such failure within 30 days of
discovery or
receipt of written notification of such failure from the
Depositor, the related
Mortgage Loan shall, upon the request of the Depositor, be
repurchased by the
Responsible Party at the price and in the manner specified in
Section 2.03. The
foregoing repurchase obligation shall not apply in the event
that the
Responsible Party cannot deliver such original or copy of any
document submitted
for recordation to the appropriate public recording office
within the specified
period due to a delay caused by the recording office in the
applicable
jurisdiction; provided, that the Responsible Party shall instead
deliver a
recording receipt of such recording office or, if such recording
receipt is not
available, an officer's certificate of an officer of the
Responsible Party,
confirming that such document has been accepted for
recording.
Notwithstanding anything to the contrary contained in this
Section
2.01, in those instances where the public recording office
retains or loses the
original Mortgage or assignment after it has been recorded, the
obligations of
the Responsible Party shall be deemed to have been satisfied
upon delivery by
the Responsible Party to the Trustee, prior to the Closing Date
of a copy of
such Mortgage or assignment, as the case may be, certified (such
certification
to be an original thereof) by the public recording office to be
a true and
complete copy of the recorded original thereof.
(c) The Depositor does hereby establish, pursuant to the
further
provisions of this Agreement and the laws of the State of New
York, an express
trust (the "Trust") to be known, for convenience, as
"Securitized Asset Backed
Receivables LLC Trust 2007-NC1" and Deutsche Bank National Trust
Company is
hereby appointed as Trustee in accordance with the provisions of
this Agreement.
The parties hereto acknowledge and agree that it is the policy
and intention of
the Trust to acquire only Mortgage Loans meeting the
requirements set forth in
this Agreement, including without limitation, the representation
and warranty
set forth in paragraph (ccc) of Schedule III. The Trust's fiscal
year is the
calendar year.
(d) The Trust shall have the capacity, power and authority, and
the
Trustee on behalf of the Trust is hereby authorized, to accept
the sale,
transfer, assignment, set over and conveyance by the Depositor
to the Trust of
all the right, title and interest of the Depositor in and to the
Trust Fund
(including, without limitation, the Mortgage Loans, the Interest
Rate Swap
Agreement and the Cap Agreement) pursuant to Section 2.01(a).
The Trustee on
behalf of the Trust is hereby authorized to enter into the
Interest Rate Swap
Agreement.
Section 2.02 Acceptance by the Trustee of the Mortgage Loans.
The
Trustee shall acknowledge, on the Closing Date, receipt by it,
of the documents
identified in the Initial Certification in the form annexed
hereto as Exhibit E
("Initial Certification"), and declares that it holds and will
hold such
documents and the other documents delivered to it pursuant to
Section 2.01, and
that it holds or will hold such other assets as are included in
the Trust Fund,
in trust for the exclusive use and benefit of all present and
future
Certificateholders. The Trustee shall maintain possession of the
related
Mortgage Notes in the State of California, unless otherwise
permitted by the
Rating Agencies.
In connection with the Closing Date, the Trustee shall be
required
to deliver via facsimile (with original to follow the next
Business Day) to the
Depositor an Initial Certification prior to the Closing Date,
or, as the
Depositor agrees on the Closing Date, certifying receipt of a
Mortgage Note and
Assignment of Mortgage for each Mortgage Loan. The Trustee shall
not be
responsible to verify the validity, sufficiency or genuineness
of any document
in any Custodial File.
Within 90 days after the Closing Date, the Trustee shall
ascertain
that all documents identified in the Document Certification and
Exception Report
in the form attached hereto as Exhibit F are in its possession,
and shall
deliver to the Depositor and the Servicer a Document
Certification and Exception
Report, in the form annexed hereto as Exhibit F, to the effect
that, as to each
Mortgage Loan listed in the Mortgage Loan Schedule (other than
any Mortgage Loan
paid in full or any Mortgage Loan specifically identified in
such certification
as an exception and not covered by such certification): (i) all
documents
identified in the Document Certification and Exception Report
and required to be
reviewed by it are in its possession; (ii) such documents have
been reviewed by
it and appear regular on their face and relate to such Mortgage
Loan; (iii)
based on its examination and only as to the foregoing documents,
the information
set forth in items (1), (2), (3), (15), (22) and (29) of the
Data Tape
Information respecting such Mortgage Loan is correct; and (iv)
each Mortgage
Note has been endorsed as provided in Section 2.01 of this
Agreement. The
Trustee shall not be responsible to verify the validity,
sufficiency or
genuineness of any document in any Custodial File.
The Trustee shall retain possession and custody of each
Custodial
File in accordance with and subject to the terms and conditions
set forth
herein. The Servicer shall promptly deliver to the Trustee, upon
the execution
or receipt thereof, the originals of such other documents or
instruments
constituting the Custodial File as come into the possession of
the Servicer from
time to time.
The Responsible Party shall deliver to the Servicer copies of
all
trailing documents required to be included in the Custodial File
at the same
time the original or certified copies thereof are delivered to
the Trustee,
including but not limited to such documents as the title
insurance policy and
any other Mortgage Loan documents upon return from the public
recording office.
The documents shall be delivered to the Responsible Party at the
Responsible
Party's expense to the Servicer.
Section 2.03 Representations, Warranties and Covenants of
the
Responsible Party and the Servicer; Remedies for Breaches of
Representations and
Warranties with Respect to the Mortgage Loans. (a) The Servicer
hereby makes the
representations and warranties set forth in Schedule II hereto
to the Depositor
and the Trustee, as of the Closing Date.
(b) The Responsible Party hereby makes the representations
and
warranties set forth in Schedule III and Schedule IV to the
Depositor and the
Trustee, as of the Closing Date. The Depositor hereby makes the
representations
and warranties set forth in Schedule V hereto to the Trustee, as
of the dates
set forth in such Schedule.
(c) It is understood and agreed by the Servicer and the
Responsible
Party that the representations and warranties set forth in this
Section 2.03
shall survive the transfer of the Mortgage Loans by the
Depositor to the Trustee
on the Closing Date, and shall inure to the benefit of the
Depositor and the
Trustee notwithstanding any restrictive or qualified endorsement
on any Mortgage
Note or Assignment of Mortgage or the examination or failure to
examine any
Mortgage File. Upon discovery by the Responsible Party, the
Depositor, the
Trustee or the Servicer of a breach of any of the foregoing
representations and
warranties, the party discovering such breach shall give prompt
written notice
to the others. The Trustee shall enforce the rights of the Trust
under the
Representation Letter.
(d) Within 30 days of the earlier of either discovery by or
notice
to the Responsible Party that any Mortgage Loan does not conform
to the
requirements as determined in the Trustee's review of the
related Custodial File
or within 60 days of the earlier of either discovery by or
notice to the
Responsible Party of any breach of a representation or warranty,
set forth in
Section 2.03(b), that materially and adversely affects the value
of any Mortgage
Loan or the interest of the Trustee or the Certificateholders
therein, the
Responsible Party shall use its best efforts to cause to be
remedied a material
defect in a document constituting part of a Mortgage File or
promptly to cure
such breach in all material respects and, if such defect or
breach cannot be
remedied, the Responsible Party shall, at the Depositor's option
as specified in
writing and provided to the Responsible Party and the Trustee,
(i) if such 30-
or 60-day period, as applicable, expires prior to the second
anniversary of the
Closing Date, remove such Mortgage Loan (a "Deleted Mortgage
Loan") from the
Trust Fund and substitute in its place a Substitute Mortgage
Loan, in the manner
and subject to the conditions set forth in this Section 2.03; or
(ii) repurchase
such Mortgage Loan at the Repurchase Price; provided, however,
that any such
substitution pursuant to clause (i) above shall not be effected
prior to the
delivery to the Trustee of a Request for Release substantially
in the form of
Exhibit J, and the delivery of the Custodial File to the Trustee
for any such
Substitute Mortgage Loan. Notwithstanding the foregoing, a
breach (i) which
causes a Mortgage Loan not to constitute a "qualified mortgage"
within the
meaning of Section 860G(a)(3) of the Code or (ii) by the
Responsible Party of
any of the representations and warranties identified as a Deemed
Material and
Adverse Representation on Schedule III, will be deemed
automatically to
materially and adversely affect the value of such Mortgage Loan
and the
interests of the Trustee and Certificateholders in such Mortgage
Loan. In the
event that the Trustee receives notice from any party
discovering such a breach
by the Responsible Party of any of the representations and
warranties identified
as a Deemed Material and Adverse Representation on Schedule III,
the Trustee
shall give notice of such breach to the Responsible Party and
request the
Responsible Party to repurchase the Mortgage Loan at the
Repurchase Price within
sixty (60) days of receipt by the Responsible Party of such
notice. The
Responsible Party shall repurchase each such Mortgage Loan
within 60 days of the
earlier of discovery or receipt of notice with respect to each
such Mortgage
Loan. Within 90 days of the earlier of either discovery by or
notice to the
Depositor of any breach of a representation or warranty set
forth in clause (a)
or (b) of Schedule V hereto with respect to any Mortgage Loan
that is also a
breach of the representation and warranty set forth in clause
(g) or (aaa), as
applicable, of Schedule III, and the Responsible Party has not
repurchased such
Mortgage Loan within the applicable time period for repurchase
set forth above,
the Depositor shall repurchase such Mortgage Loan at the
Repurchase Price or
substitute a Substitute Mortgage Loan for such Mortgage
Loan.
(e) With respect to any Substitute Mortgage Loan or Loans,
the
Responsible Party shall deliver to the Trustee for the benefit
of the
Certificateholders the Mortgage Note, the Mortgage, the related
assignment of
the Mortgage, and such other documents and agreements as are
required by Section
2.01, with the Mortgage Note endorsed and the Mortgage assigned
as required by
Section 2.01. No substitution is permitted to be made with
respect to any
Distribution Date after the end of the related Prepayment
Period. Scheduled
Payments due with respect to Substitute Mortgage Loans in the
Due Period of
substitution shall not be part of the Trust Fund and will be
retained by the
Responsible Party on the next succeeding Distribution Date. For
the Due Period
of substitution, distributions to Certificateholders will
include the Scheduled
Payment due on any Deleted Mortgage Loan for such Due Period and
thereafter the
Responsible Party shall be entitled to retain all amounts
received in respect of
such Deleted Mortgage Loan.
(f) The Servicer, based upon information provided by the
Depositor
or the Responsible Party, shall amend the Mortgage Loan Schedule
for the benefit
of the Certificateholders to reflect the removal of such Deleted
Mortgage Loan
and the substitution of the Substitute Mortgage Loan or Loans
and the Servicer
shall deliver the amended Mortgage Loan Schedule to the Trustee.
Upon such
substitution, the Substitute Mortgage Loan or Loans shall be
subject to the
terms of this Agreement in all respects, and the Responsible
Party shall be
deemed to have made with respect to such Substitute Mortgage
Loan or Loans, as
of the date of substitution, the representations and warranties
made pursuant to
Section 2.03(b) with respect to such Mortgage Loan. Upon any
such substitution
and the deposit to the Collection Account of the amount required
to be deposited
therein in connection with such substitution as described in the
following
paragraph, the Trustee shall release the Mortgage File held for
the benefit of
the Certificateholders relating to such Deleted Mortgage Loan to
the Responsible
Party and the Trustee shall execute and deliver at the
Responsible Party's
written direction such instruments of transfer or assignment
prepared by the
Responsible Party, in each case without recourse, as shall be
necessary to vest
title in the Responsible Party, of the Trustee's interest in any
Deleted
Mortgage Loan substituted for pursuant to this Section 2.03.
(g) For any month in which the Responsible Party substitutes one
or
more Substitute Mortgage Loans for one or more Deleted Mortgage
Loans, the
Servicer will determine the amount (if any) by which the
aggregate unpaid
principal balance of all such Substitute Mortgage Loans as of
the date of
substitution is less than the aggregate unpaid principal balance
of all such
Deleted Mortgage Loans. The amount of such shortage plus an
amount equal to the
aggregate of any unreimbursed Advances with respect to such
Deleted Mortgage
Loans (collectively, the "Substitution Adjustment Amount") shall
be remitted by
the Responsible Party to the Servicer for deposit into the
Collection Account on
or before the Distribution Account Deposit Date for the
Distribution Date in the
month succeeding the calendar month during which the related
Mortgage Loan
became required to be purchased or replaced hereunder.
(h) In addition to such repurchase or substitution
obligation
referred to in Section 2.03(d), the Responsible Party shall
indemnify the
Depositor, any of its Affiliates, the Servicer, the Trustee and
the Trust and
hold such parties harmless against any losses, damages,
penalties, fines,
forfeitures, reasonable and necessary legal fees and related
costs, judgments
and other costs and expenses (including, without limitation, any
taxes payable
by the Trust) resulting from any third party claim, demand,
defense or assertion
based on or grounded upon, or resulting from, a breach by the
Responsible Party
of any of its representations and warranties or obligations
contained in this
Agreement. This indemnity shall survive the termination of this
Agreement.
(i) In addition to such repurchase or substitution
obligation
referred to in Section 2.03(d), the Depositor shall indemnify
the Trustee and
the Trust and hold the Trustee and the Trust harmless against
any losses,
damages, penalties, fines, forfeitures, reasonable and necessary
legal fees and
related costs, judgments and other costs and expenses
(including, without
limitation, any taxes payable by the Trust) resulting from any
third party
claim, demand, defense or assertion based on or grounded upon,
or resulting
from, a breach by the Depositor of any of its representations
and warranties or
obligations contained in this Agreement. This indemnity shall
survive the
termination of this Agreement.
(j) The Servicer shall amend the Mortgage Loan Schedule for
the
benefit of the Certificateholders to reflect the removal of such
Deleted
Mortgage Loan and the Servicer shall deliver the amended
Mortgage Loan Schedule
to the Trustee.
(k) In the event that a Mortgage Loan shall have been
repurchased
pursuant to this Agreement or the Representation Letter, the
proceeds from such
repurchase shall be deposited by the Servicer in the Collection
Account pursuant
to Section 3.10 on or before the Distribution Account Deposit
Date for the
Distribution Date in the month following the month during which
the applicable
Person became obligated to repurchase or replace such Mortgage
Loan and upon
such deposit of the Repurchase Price, and receipt of a Request
for Release in
the form of Exhibit J hereto, the Trustee shall release within
two Business Days
the related Custodial File held for the benefit of the
Certificateholders to
such Person as directed by the Servicer, and the Trustee shall
execute and
deliver at such Person's written direction such instruments of
transfer or
assignment prepared by such Person, in each case without
recourse, as shall be
necessary to transfer title from the Trustee. In accordance with
Section
10.05(b), the Trustee shall promptly notify each Rating Agency
of a purchase of
a Mortgage Loan pursuant to this Section 2.03.
It is understood and agreed that the obligation of the
Responsible
Party under this Agreement to cure, repurchase or substitute any
Mortgage Loan
as to which a breach of a representation and warranty has
occurred and is
continuing, together with any related indemnification
obligations of the
Responsible Party set forth in Section 2.03(h), shall constitute
the sole
remedies against such Person respecting such breach available
to
Certificateholders, the Depositor and any of its Affiliates, or
the Trustee on
their behalf.
It is understood and agreed that the obligation of the
Depositor
under this Agreement to cure, repurchase or substitute any
Mortgage Loan as to
which a breach of a representation and warranty has occurred and
is continuing,
together with any related indemnification obligations of the
Depositor set forth
in Section 2.03(i), shall constitute the sole remedies against
such Person
respecting such breach available to Certificateholders, the
Trust, or the
Trustee on their behalf.
The provisions of this Section 2.03 shall survive delivery of
the
respective Custodial Files to the Trustee for the benefit of
the
Certificateholders.
Section 2.04 [Reserved].
Section 2.05 Execution and Delivery of Certificates. The
Trustee
acknowledges the transfer and assignment to it of the Trust Fund
and,
concurrently with such transfer and assignment, has executed and
delivered to or
upon the order of the Depositor, the Certificates in authorized
Denominations
evidencing directly or indirectly the entire ownership of the
Trust Fund. The
Trustee agrees to hold the Trust Fund and exercise the rights
referred to above
for the benefit of all present and future Holders of the
Certificates.
Section 2.06 REMIC Matters. The Preliminary Statement sets forth
the
designations for federal income tax purposes of all interests
created hereby.
The "Startup Day" of each Trust REMIC for purposes of the REMIC
Provisions shall
be the Closing Date. The "latest possible maturity date" of the
regular
interests in each Trust REMIC is the Distribution Date occurring
in December
2036, which is the Distribution Date in the month following the
latest Mortgage
Loan maturity date.
Amounts distributable to the Class X Certificates (prior to
any
reduction for any Basis Risk Payment, Net Swap Payment or Swap
Termination
Payment), exclusive of any amounts received from the Swap
Provider, shall be
deemed paid from the Upper Tier REMIC in respect of the Class X
Interest and the
Class IO Interest to the Holders of the Class X Certificates
prior to
distribution of any Basis Risk Payments to the LIBOR
Certificates or Net Swap
Payments or Swap Termination Payment to the Swap Provider.
For federal income tax purposes, any amount distributed on the
LIBOR
Certificates on any Distribution Date in excess of the amount
distributable on
their Corresponding Class of Upper Tier Regular Interest on such
Distribution
Date shall be treated as having been paid from the Excess
Reserve Fund Account
or the Supplemental Interest Account, as applicable, and any
amount
distributable on such Corresponding Class of Upper Tier Regular
Interest on such
Distribution Date in excess of the amount distributable on the
Corresponding
Class of LIBOR Certificates on such Distribution Date shall be
treated as having
been paid to the Supplemental Interest Account, all pursuant to
and as further
provided in Section 8.13.
Section 2.07 Representations and Warranties of the Depositor.
The
Depositor hereby represents, warrants and covenants to the
Trustee and the
Servicer that as of the date of this Agreement or as of such
date specifically
provided herein:
(a) The Depositor is a limited liability company duly
organized,
validly existing and in good standing under the laws of the
State of Delaware;
(b) The Depositor has the power and authority to convey the
Mortgage
Loans and to execute, deliver and perform, and to enter into and
consummate
transactions contemplated by, this Agreement;
(c) This Agreement has been duly and validly authorized,
executed
and delivered by the Depositor, all requisite company action
having been taken,
and, assuming the due authorization, execution and delivery
hereof by the other
parties hereto, constitutes or will constitute the legal, valid
and binding
agreement of the Depositor, enforceable against the Depositor in
accordance with
its terms, except as such enforcement may be limited by
bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to or
affecting the
rights of creditors generally, and by general equity principles
(regardless of
whether such enforcement is considered in a proceeding in equity
or at law);
(d) No consent, approval, authorization or order of, or
registration
or filing with, or notice to, any governmental authority or
court is required
for the execution, delivery and performance of or compliance by
the Depositor
with this Agreement or the consummation by the Depositor of any
of the
transactions contemplated hereby, except as have been received
or obtained on or
prior to the Closing Date;
(e) None of the execution and delivery of this Agreement,
the
consummation of the transactions contemplated hereby or thereby,
or the
fulfillment of or compliance with the terms and conditions of
this Agreement,
(i) conflicts or will conflict with or results or will result in
a breach of, or
constitutes or will constitute a default or results or will
result in an
acceleration under (A) the certificate of formation or limited
liability company
agreement of the Depositor, or (B) of any term, condition or
provision of any
material indenture, deed of trust, contract or other agreement
or instrument to
which the Depositor or any of its subsidiaries is a party or by
which it or any
of its subsidiaries is bound; (ii) results or will result in a
violation of any
law, rule, regulation, order, judgment or decree applicable to
the Depositor of
any court or governmental authority having jurisdiction over the
Depositor or
its subsidiaries; or (iii) results in the creation or imposition
of any lien,
charge or encumbrance which would have a material adverse effect
upon the
Mortgage Loans or any documents or instruments evidencing or
securing the
Mortgage Loans;
(f) There are no actions, suits or proceedings before or against
or
investigations of, the Depositor pending, or to the knowledge of
the Depositor,
threatened, before any court, administrative agency or other
tribunal, and no
notice of any such action, which, in the Depositor's reasonable
judgment, might
materially and adversely affect the performance by the Depositor
of its
obligations under this Agreement, or the validity or
enforceability of this
Agreement;
(g) The Depositor is not in default with respect to any order
or
decree of any court or any order, regulation or demand of any
federal, state,
municipal or governmental agency that would materially and
adversely affect its
performance hereunder; and
(h) Immediately prior to the transfer and assignment by the
Depositor to the Trustee on the Closing Date, the Depositor had
good title to,
and was the sole owner of each Mortgage Loan, free of any
interest of any other
Person, and the Depositor has transferred all right, title and
interest in each
Mortgage Loan to the Trustee. The transfer of the Mortgage Note
and the Mortgage
as and in the manner contemplated by this Agreement is
sufficient either (i)
fully to transfer to the Trustee, for the benefit of the
Certificateholders, all
right, title, and interest of the Depositor thereto as note
holder and mortgagee
or (ii) to grant to the Trustee, for the benefit of the
Certificateholders, the
security interest referred to in Section 10.04.
It is understood and agreed that the representations, warranties
and
covenants set forth in this Section 2.07 shall survive delivery
of the
respective Custodial Files to the Trustee and shall inure to the
benefit of the
Trustee.
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Servicer to Service Mortgage Loans. (a) For and
on
behalf of the Certificateholders, the Servicer shall service and
administer the
Mortgage Loans in accordance with the terms of this Agreement
and the respective
Mortgage Loans and, to the extent consistent with such terms, in
the same manner
in which it services and administers similar mortgage loans for
its own
portfolio, giving due consideration to customary and usual
standards of practice
of mortgage lenders and loan servicers administering similar
mortgage loans but
without regard to:
(i) any relationship that the Servicer, any Subservicer or
any
Affiliate of the Servicer or any Subservicer may have with the
related
Mortgagor;
(ii) the ownership or non-ownership of any Certificate by
the
Servicer or any Affiliate of the Servicer;
(iii) the Servicer's obligation to make P&I Advances or
Servicing
Advances; or
(iv) the Servicer's or any Subservicer's right to receive
compensation for its services hereunder or with respect to any
particular
transaction.
To the extent consistent with the foregoing, if the Servicer
shall
seek to maximize the timely and complete recovery of principal
and interest on
the Mortgage Notes. Subject only to the above-described
servicing standards and
the terms of this Agreement and of the respective Mortgage
Loans, the Servicer
shall have full power and authority, acting alone or through
Subservicers as
provided in Section 3.02, to do or cause to be done any and all
things in
connection with such servicing and administration which it may
deem necessary or
desirable. Without limiting the generality of the foregoing, the
Servicer in its
own name or in the name of a Subservicer is hereby authorized
and empowered by
the Trustee when the Servicer believes it appropriate in its
best judgment in
accordance with Accepted Servicing Practices, to execute and
deliver any and all
instruments of satisfaction or cancellation, or of partial or
full release or
discharge, and all other comparable instruments, with respect to
the Mortgage
Loans and the Mortgaged Properties and to institute foreclosure
proceedings or
obtain a deed-in-lieu of foreclosure so as to convert the
ownership of such
properties, and to hold or cause to be held title to such
properties, on behalf
of the Trustee. The Servicer shall be responsible for preparing
and recording
all lien releases and mortgage satisfactions in accordance with
state and local
regulations, and shall be responsible for all expenses in
connection therewith
if not paid by the Mortgagor if permitted by applicable law and
the related
Mortgage Loan Documents (except if such expense would constitute
a Servicing
Advance) and all other consequences resulting from its failure
to fully
discharge such obligation. The Servicer shall service and
administer the
Mortgage Loans in accordance with applicable state and federal
law and shall
provide to the Mortgagors any reports required to be provided to
them thereby.
The Servicer shall also comply in the performance of this
Agreement with all
reasonable rules and requirements of each insurer under any
standard hazard
insurance policy. Subject to Section 3.16, the Trustee shall
execute, at the
written request of the Servicer, and furnish to the Servicer and
any Subservicer
such documents provided to the Trustee as are necessary or
appropriate to enable
the Servicer or any Subservicer to carry out their servicing and
administrative
duties hereunder, and the Trustee hereby grants to the Servicer,
and this
Agreement shall constitute, a power of attorney to carry out
such duties
including a power of attorney to take title to Mortgaged
Properties after
foreclosure on behalf of the Trustee. The Trustee shall execute
a separate power
of attorney, substantially in the form attached as Exhibit W, in
favor of the
Servicer for the purposes described herein to the extent
necessary or desirable
to enable the Servicer to perform its duties hereunder. The
Trustee shall not be
liable for the actions of the Servicer or any Subservicers under
such powers of
attorney. Notwithstanding anything contained herein to the
contrary, no Servicer
or Subservicer shall without the Trustee's consent: (i) initiate
any action,
suit or proceeding solely under the Trustee's name without
indicating such
Servicer's or Subservicer's, as applicable, representative
capacity, or (ii)
take any action with the intent to, or which actually does
cause, the Trustee to
be registered to do business in any state.
(b) Subject to Section 3.09(b), in accordance with the standards
of
the preceding paragraph, the Servicer shall advance or cause to
be advanced
funds as necessary for the purpose of effecting the timely
payment of taxes and
assessments on the Mortgaged Properties, which advances shall be
Servicing
Advances reimbursable in the first instance from related
collections from the
Mortgagors pursuant to Section 3.09(b), and further as provided
in Section 3.11.
Any cost incurred by the Servicer or by Subservicers in
effecting the timely
payment of taxes and assessments on a Mortgaged Property shall
not be added to
the unpaid principal balance of the related Mortgage Loan,
notwithstanding that
the terms of such Mortgage Loan so permit.
(c) Notwithstanding anything in this Agreement to the contrary,
the
Servicer may not make any future advances with respect to a
Mortgage Loan
(except as provided in Section 4.01 and except for Servicing
Advances) and,
except with respect to any Mortgage Loan in default or as to
which default is
reasonably foreseeable in the judgment of the Servicer, the
Servicer shall not
(i) permit any modification with respect to any Mortgage Loan
that would change
the Mortgage Rate, reduce or increase the principal balance
(except for
reductions resulting from actual payments of principal) or
change the final
maturity date on such Mortgage Loan (except for a reduction of
interest payments
resulting from the application of the Servicemembers Civil
Relief Act or any
similar state statutes), (ii) permit any modification, waiver or
amendment of
any term of any Mortgage Loan that would both (A) effect an
exchange or
reissuance of such Mortgage Loan under Section 1001 of the Code
(or final,
temporary or proposed Treasury regulations promulgated
thereunder) and (B) cause
any Trust REMIC to fail to qualify as a REMIC under the Code or
the imposition
of any tax on "prohibited transactions" or "contributions after
the startup day"
under the REMIC Provisions, or (iii) except as provided in
Section 3.07(a),
waive any Prepayment Charges. In addition to the foregoing, in
the event that
any Mortgage Loan is in default or, in the judgment of the
Servicer, a default
is reasonable foreseeable, the Servicer may accept payment from
the related
Mortgagor of an amount less than the unpaid principal balance of
such Mortgage
Loan in final satisfaction thereof, if in the Servicer's
determination such
action is not materially adverse to the interests of the
Certificateholders
(taking into account any estimated Realized Loss that might
result absent such
action).
(d) The Servicer may delegate its responsibilities under
this
Agreement; provided, however, that no such delegation shall
release the Servicer
from the responsibilities or liabilities arising under this
Agreement.
Section 3.02 Subservicing Agreements between the Servicer
and
Subservicers. (a) The Servicer may enter into subservicing
agreements with
Subservicers for the servicing and administration of the
Mortgage Loans
("Subservicing Agreements"). The Servicer represents and
warrants to the other
parties hereto that no Subservicing Agreement is in effect as of
the Closing
Date with respect to any Mortgage Loans required to be serviced
by it hereunder.
The Servicer shall give notice to the Depositor and the Trustee
of any such
Subservicer and Subservicing Agreement, which notice shall
contain all
information (including without limitation a copy of the
Subservicing Agreement)
reasonably necessary to enable the Trustee, pursuant to Section
8.12(g), to
accurately and timely report the event under Item 6.02 of Form
8-K pursuant to
the Exchange Act (if such reports under the Exchange Act are
required to be
filed under the Exchange Act). No Subservicing Agreement shall
be effective
until 30 days after such written notice is received by both the
Depositor and
the Trustee. The Trustee shall not be required to review or
consent to such
Subservicing Agreements and shall have no liability in
connection therewith.
(b) Each Subservicer shall be (i) authorized to transact
business in
the state or states in which the related Mortgaged Properties it
is to service
are situated, if and to the extent required by applicable law to
enable the
Subservicer to perform its obligations hereunder and under the
Subservicing
Agreement, (ii) an institution approved as a mortgage loan
originator by the
Federal Housing Administration or an institution that has
deposit accounts
insured by the FDIC and (iii) a Freddie Mac or Fannie Mae
approved mortgage
servicer. Each Subservicing Agreement must impose on the
Subservicer
requirements conforming to the provisions set forth in Section
3.08 and provide
for servicing of the Mortgage Loans consistent with the terms of
this Agreement.
The Servicer will examine each Subservicing Agreement and will
be familiar with
the terms thereof. The terms of any Subservicing Agreement will
not be
inconsistent with any of the provisions of this Agreement. The
Servicer and the
Subservicers may enter into and make amendments to the
Subservicing Agreements
or enter into different forms of Subservicing Agreements;
provided, however,
that any such amendments or different forms shall be consistent
with and not
violate the provisions of this Agreement, and that no such
amendment or
different form shall be made or entered into which could be
reasonably expected
to be materially adverse to the interests of the Trustee,
without the consent of
the Trustee. Any variation without the consent of the Trustee
from the
provisions set forth in Section 3.08 relating to insurance or
priority
requirements of Subservicing Accounts, or credits and charges to
the
Subservicing Accounts or the timing and amount of remittances by
the
Subservicers to the Servicer, are conclusively deemed to be
inconsistent with
this Agreement and therefore prohibited. The Servicer shall
deliver to the
Trustee and the Depositor copies of all Subservicing Agreements,
and any
amendments or modifications thereof, promptly upon the
Servicer's execution and
delivery of such instruments.
(c) As part of its servicing activities hereunder, the
Servicer
(except as otherwise provided in the last sentence of this
paragraph), for the
benefit of the Trustee, shall enforce the obligations of each
Subservicer under
the related Subservicing Agreement, including, without
limitation, any
obligation to make advances in respect of delinquent payments as
required by a
Subservicing Agreement. Such enforcement, including, without
limitation, the
legal prosecution of claims, termination of Subservicing
Agreements, and the
pursuit of other appropriate remedies, shall be in such form and
carried out to
such an extent and at such time as the Servicer, in its good
faith business
judgment, would require were it the owner of the related
Mortgage Loans. The
Servicer shall pay the costs of such enforcement at its own
expense, and shall
be reimbursed therefor only (i) from a general recovery
resulting from such
enforcement, to the extent, if any, that such recovery exceeds
all amounts due
in respect of the related Mortgage Loans or (ii) from a specific
recovery of
costs, expenses or attorneys' fees against the party against
whom such
enforcement is directed.
(d) The Servicer shall cause any Subservicer engaged by the
Servicer
(or by any Subservicer) for the benefit of the Depositor and the
Trustee to
comply with the provisions of this Section 3.02 and with
Sections 3.22, 3.23,
6.02 and 6.05 of this Agreement to the same extent as if such
Subservicer were
the Servicer, and to provide the information required with
respect to such
Subservicer under Section 8.12 of this Agreement. The Servicer
shall be
responsible for obtaining from each such Subservicer and
delivering to
applicable Persons any servicer compliance statement required to
be delivered by
such Subservicer under Section 3.22 and any assessment of
compliance report and
related accountant's attestation required to be delivered by
such Subservicer
under Section 3.23, in each case as and when required to be
delivered.
(e) Subject to the conditions set forth in this Section 3.02(e),
the
Servicer and any Subservicer engaged by the Servicer is
permitted to utilize one
or more Subcontractors to perform certain of its obligations
hereunder. The
Servicer shall promptly upon request provide to the Depositor
and the Trustee a
written description (in form and substance satisfactory to the
Depositor and the
Trustee) of the role and function of each Subcontractor utilized
by the Servicer
or any such Subservicer, specifying, not later than the date
specified for
delivery of the annual report on assessment of compliance set
forth in Section
3.23(a) (i) the identity of each such Subcontractor, if any,
that is
"participating in the servicing function" within the meaning of
Item 1122 of
Regulation AB, and (ii) which elements of the Servicing Criteria
will be
addressed in assessments of compliance provided by each
Subcontractor identified
pursuant to clause (i) of this paragraph. As a condition to the
utilization by
the Servicer or any such Subservicer of any Subcontractor
determined to be
"participating in the servicing function" within the meaning of
Item 1122 of
Regulation AB, the Servicer shall cause any such Subcontractor
used by the
Servicer (or by any such Subservicer) for the benefit of the
Depositor and the
Trustee to comply with the provisions of Section 3.23 of this
Agreement to the
same extent as if such Subcontractor were the Servicer. The
Servicer shall be
responsible for obtaining from each such Subcontractor and
delivering to the
applicable Persons any assessment of compliance report and
related accountant's
attestation required to be delivered by such Subcontractor under
Section 3.23,
in each case as and when required to be delivered.
Notwithstanding the foregoing, the Servicer engages a
Subcontractor
in connection with the performance of any of its duties under
this Agreement,
the Servicer shall be responsible for determining whether such
Subcontractor is
a "servicer" within the meaning of Item 1101 of Regulation AB
and whether any
such affiliate or third-party vendor meets the criteria in Item
1108(a)(2)(i)
through (iii) of Regulation AB. If the Servicer determines,
pursuant to the
preceding sentence, that such Subcontractor is a "servicer"
within the meaning
of Item 1101 of Regulation AB and meets the criteria in Item
1108(a)(2)(i)
through (iii) of Regulation AB, then such Subcontractor shall be
deemed to be a
Subservicer for purposes of this Agreement, the engagement of
such Subservicer
shall not be effective unless and until notice is given pursuant
to Section
3.02(a) and the Servicer shall comply with Section 3.02(d) with
respect thereto.
Section 3.03 Successor Subservicers. The Servicer shall be
entitled
to terminate any Subservicing Agreement and the rights and
obligations of any
Subservicer pursuant to any Subservicing Agreement in accordance
with the terms
and conditions of such Subservicing Agreement; provided,
however, that the
termination, resignation or removal of a Subservicer shall be
not be effective
until 30 days after written notice is received by both the
Depositor and the
Trustee that contains all information reasonably necessary to
enable the
Trustee, pursuant to Section 8.12(g), to accurately and timely
report the event
under Item 6.02 of Form 8-K pursuant to the Exchange Act (if
such reports under
the Exchange Act are required to be filed under the Exchange
Act). In the event
of termination of any Subservicer, all servicing obligations of
such Subservicer
shall be assumed simultaneously by the Servicer without any act
or deed on the
part of such Subservicer or the Servicer, and the Servicer
either shall service
directly the related Mortgage Loans or shall enter into a
Subservicing Agreement
with a successor Subservicer which qualifies under Section
3.02.
Any Subservicing Agreement shall include the provision that
such
agreement may be immediately terminated by the Depositor or the
Trustee without
fee, in accordance with the terms of this Agreement, in the
event that the
Servicer shall, for any reason, no longer be the Servicer
(including termination
due to an Event of Default).
Section 3.04 Liability of the Servicer. Notwithstanding any
Subservicing Agreement, any of the provisions of this Agreement
relating to
agreements or arrangements between the Servicer and a
Subservicer or reference
to actions taken through a Subservicer or otherwise, the
Servicer shall remain
obligated and primarily liable to the Trustee for the servicing
and
administering of the Mortgage Loans in accordance with the
provisions of Section
3.01 without diminution of such obligation or liability by
virtue of such
Subservicing Agreements or arrangements or by virtue of
indemnification from the
Subservicer and to the same extent and under the same terms and
conditions as if
the Servicer alone were servicing and administering the Mortgage
Loans. The
Servicer shall be entitled to enter into any agreement with a
Subservicer for
indemnification of the Servicer by such Subservicer and nothing
contained in
this Agreement shall be deemed to limit or modify such
indemnification.
Section 3.05 No Contractual Relationship between Subservicers
and
the Trustee. Any Subservicing Agreement that may be entered into
and any
transactions or services relating to the Mortgage Loans
involving a Subservicer
in its capacity as such shall be deemed to be between the
Subservicer and the
Servicer alone, and the Trustee (or any successor Servicer)
shall not be deemed
a party thereto and shall have no claims, rights, obligations,
duties or
liabilities with respect to the Subservicer except as set forth
in Section 3.06.
The Servicer shall be solely liable for all fees owed by it to
any Subservicer,
irrespective of whether the Servicer's compensation pursuant to
this Agreement
is sufficient to pay such fees.
Section 3.06 Assumption or Termination of Subservicing
Agreements by
Trustee. In the event the Servicer at any time shall for any
reason no longer be
the Servicer (including by reason of the occurrence of an Event
of Default), the
Trustee, or its designee or the successor Servicer if the
successor is not the
Trustee, shall thereupon assume all of the rights and
obligations of the
Servicer under each Subservicing Agreement that the Servicer may
have entered
into, with copies thereof provided to the Trustee or the
successor Servicer if
the successor is not the Trustee, prior to the Trustee or the
successor Servicer
if the successor is not the Trustee, assuming such rights and
obligations,
unless the Trustee elects to terminate any Subservicing
Agreement in accordance
with its terms as provided in Section 3.03.
Upon such assumption, the Trustee, its designee or the
successor
servicer shall be deemed, subject to Section 3.03, to have
assumed all of the
Servicer's interest therein and to have replaced the Servicer as
a party to each
Subservicing Agreement to the same extent as if each
Subservicing Agreement had
been assigned to the assuming party, except that (i) the
Servicer shall not
thereby be relieved of any liability or obligations under any
Subservicing
Agreement that arose before it ceased to be the Servicer and
(ii) none of the
Depositor, the Trustee, their designees or any successor
Servicer shall be
deemed to have assumed any liability or obligation of the
Servicer that arose
before it ceased to be the Servicer.
The Servicer at its expense shall, upon request of the Trustee,
its
designee or the successor Servicer deliver to the assuming party
all documents
and records relating to each Subservicing Agreement and the
Mortgage Loans then
being serviced and an accounting of amounts collected and held
by or on behalf
of it, and otherwise use its best efforts to effect the orderly
and efficient
transfer of the Subservicing Agreements to the assuming
party.
Section 3.07 Collection of Certain Mortgage Loan Payments. (a)
The
Servicer shall make reasonable efforts to collect all payments
called for under
the terms and provisions of the Mortgage Loans, and shall, to
the extent such
procedures shall be consistent with this Agreement and the terms
and provisions
of any applicable Insurance Policies, follow such collection
procedures as it
would follow with respect to mortgage loans comparable to the
Mortgage Loans and
held for its own account. Consistent with the foregoing and
Accepted Servicing
Practices, the Servicer may (i) waive any late payment charge
or, if applicable,
any penalty interest, or (ii) extend the Due Dates for the
Scheduled Payments
due on a Mortgage Note for a period of not greater than 180
days; provided, that
any extension pursuant to clause (ii) above shall not affect the
amortization
schedule of any Mortgage Loan for purposes of any computation
hereunder, except
as provided below. In the event of any such arrangement pursuant
to clause (ii)
above, the Servicer shall make timely advances on such Mortgage
Loan during such
extension pursuant to Section 4.01 and in accordance with the
amortization
schedule of such Mortgage Loan without modification thereof by
reason of such
arrangements, subject to Section 4.01(d) pursuant to which the
Servicer shall
not be required to make any such advances that are
Nonrecoverable P&I Advances.
Notwithstanding anything to the contrary contained in this
Agreement, the
Servicer may waive, in whole or in part, a Prepayment Charge
only under the
following circumstances: (i) such waiver relates to a default or
a reasonably
foreseeable default and would, in the reasonable judgment of the
Servicer,
maximize recovery of total proceeds taking into account the
value of such
Prepayment Charge and the related Mortgage Loan; provided,
however, that with
respect to any Group I Mortgage Loan, the Servicer shall waive
such Prepayment
Charge if the Mortgage Loan is accelerated or paid-off in
connection with the
workout of a delinquent Mortgage Loan or due to the related
Mortgagor's default,
notwithstanding that the terms of the Mortgage Loan or federal
or state law
might permit the imposition of such Prepayment Charge, or (ii)
such Prepayment
Charge is not permitted to be collected by applicable law. If a
Prepayment
Charge is waived other than as permitted by the prior sentence,
then the
Servicer is required to pay the amount of such waived Prepayment
Charge, for the
benefit of the Holders of the Class P Certificates, by
depositing such amount
into the Collection Account from its own funds, without any
right of
reimbursement therefor, together with and at the time that the
amount prepaid on
the related Mortgage Loan is required to be deposited into the
Collection
Account; provided, however, that the Servicer shall not have an
obligation to
pay the amount of any uncollected Prepayment Charge if the
failure to collect
such amount is the direct result of inaccurate or incomplete
information on the
Mortgage Loan Schedule in effect at such time.
(b) (i) The Trustee shall establish and maintain the Excess
Reserve
Fund Account, on behalf of the Class X Certificateholders as a
non-interest
bearing account, to receive any Basis Risk Payment and any Basis
Risk Cap
Payment and to secure their limited recourse obligation to pay
to the LIBOR
Certificateholders Basis Risk Carry Forward Amounts (prior to
using any Net Swap
Receipts). For the avoidance of doubt, any Basis Risk Carry
Forward Amounts
shall be paid to the LIBOR Certificates first from the Excess
Reserve Fund
Account and then from the Supplemental Interest Account.
(ii) On each Distribution Date, the Trustee shall deposit the
amount
of any Basis Risk Payment and any Basis Risk Cap Payment for
such date
into the Excess Reserve Fund Account.
(c) (i) On each Distribution Date on which there exists a Basis
Risk
Carry Forward Amount on any Class of Certificates, the Trustee
shall (1)
withdraw from the Distribution Account and deposit in the Excess
Reserve Fund
Account, as set forth in Section 4.02(a)(iii)(S), the lesser of
(x) the Class X
Distributable Amount (without regard to the reduction in the
definition thereof
for any Basis Risk Carry Forward Amount or any Defaulted Swap
Termination
Payment (to the extent remaining after the distributions
specified in Sections
4.02(a)(iii)(A)-(R)) and (y) the aggregate Basis Risk Carry
Forward Amounts for
such Distribution Date and (2) withdraw from the Excess Reserve
Fund Account
amounts necessary to pay to such Class or Classes of
Certificates the Basis Risk
Carry Forward Amount. Such payments and any Basis Risk Cap
Payment shall be
allocated to those Classes and paid in the priority set forth in
Sections
4.02(a)(iii)(T), (U) and (W).
(ii) The Trustee shall account for the Excess Reserve Fund
Account
as an asset of a grantor trust under subpart E, Part I of
subchapter J of
the Code and not as an asset of any REMIC created pursuant to
this
Agreement. The beneficial owners of the Excess Reserve Fund
Account are
the Class X Certificateholders. For all federal tax purposes,
amounts
transferred by the Upper Tier REMIC to the Excess Reserve Fund
Account
shall be treated as distributions by the Trustee to the Class
X
Certificateholders.
(iii) Any Basis Risk Carry Forward Amounts paid by the Trustee
to
the LIBOR Certificateholders from the Excess Reserve Fund
Account or the
Supplemental Interest Account shall be accounted for by the
Trustee as
amounts paid first to the Holders of the Class X Certificates
(in respect
of the Class X Interest or the Class IO Interest, respectively,
or under
the Cap Agreement) and then to the respective Class or Classes
of LIBOR
Certificates. In addition, the Trustee shall account for the
LIBOR
Certificateholders' rights to receive payments of Basis Risk
Carry Forward
Amounts from the Excess Reserve Fund Account (along with
payments of Basis
Risk Carry Forward Amounts and, without duplication, Upper Tier
Carry
Forward Amounts from the Supplemental Interest Account), subject
to the
obligation to pay Class IO Shortfalls, as rights and obligations
under a
limited recourse notional principal contract between the Class
X
Certificateholders and the Holders of each of LIBOR
Certificates.
(iv) Notwithstanding any provision contained in this Agreement,
the
Trustee shall not be required to make any payments from the
Excess Reserve
Fund Account except as expressly set forth in this Section
3.07(c) and
Sections 4.02(a)(iii)(T), (U) and (W).
(d) The Trustee shall establish and maintain the
Distribution
Account on behalf of the Certificateholders, which shall be a
non-interest
bearing trust account. The Depositor shall cause to be deposited
into the
Distribution Account on the Closing Date the Closing Date
Deposit Amount. The
Trustee shall, promptly upon receipt, deposit in the
Distribution Account and
retain therein the following:
(i) the aggregate amount remitted by the Servicer to the
Trustee
pursuant to Section 3.11;
(ii) any amount deposited by the Servicer pursuant to
Section
3.12(b) in connection with any losses on Permitted Investments;
and
(iii) any other amounts deposited hereunder which are required
to be
deposited in the Distribution Account.
In the event that the Servicer shall remit any amount not
required
to be remitted, it may at any time direct the Trustee in writing
to withdraw
such amount from the Distribution Account, any provision herein
to the contrary
notwithstanding. Such direction may be accomplished by
delivering notice to the
Trustee which describes the amounts deposited in error in the
Distribution
Account. All funds deposited in the Distribution Account shall
be held by the
Trustee in trust for the Certificateholders until disbursed in
accordance with
this Agreement or withdrawn in accordance with Section 4.02. In
no event shall
the Trustee incur liability for withdrawals from the
Distribution Account at the
direction of the Servicer.
(e) The Trustee may invest the funds in the Distribution Account
in
one or more Permitted Investments in accordance with Section
3.12. The Trustee
may withdraw from the Distribution Account any income or gain
earned from the
investment of funds deposited therein during the Trustee Float
Period for its
own benefit.
(f) The Servicer shall give notice to the Trustee, each
Rating
Agency and the Depositor of any proposed change of the location
of the
Collection Account within a reasonable period of time prior to
any change
thereof.
(g) In order to comply with its duties under the USA Patriot Act
of
2001 and other laws, rules and regulations applicable to banking
institutions,
including those related to the funding of terrorist activities
and money
laundering, the Trustee is required to obtain, verify and record
certain
information relating to individuals and entities which maintain
a business
relationship with the Trustee. Accordingly, each of the parties
agrees to
provide to the Trustee upon its request from time to time such
party's complete
name, address, tax identification number and such other
identifying information
together with copies of such party's constituting documentation,
securities
disclosure documentation and such other identifying
documentation as may be
available for such party.
Section 3.08 Subservicing Accounts. In those cases where a
Subservicer is servicing a Mortgage Loan pursuant to a
Subservicing Agreement,
the Subservicer will be required to establish and maintain one
or more
segregated accounts (collectively, the "Subservicing Account").
The Subservicing
Account shall be an Eligible Account and shall otherwise be
acceptable to the
Servicer. The Subservicer shall deposit in the clearing account
(which account
must be an Eligible Account) in which it customarily deposits
payments and
collections on mortgage loans in connection with its mortgage
loan servicing
activities on a daily basis, and in no event more than one
Business Day after
the Subservicer's receipt thereof, all proceeds of Mortgage
Loans received by
the Subservicer less its servicing compensation to the extent
permitted by the
Subservicing Agreement, and shall thereafter deposit such
amounts in the
Subservicing Account, in no event more than two Business Days
after the deposit
of such funds into the clearing account. The Subservicer shall
thereafter
deposit such proceeds in the Collection Account or remit such
proceeds to the
Servicer for deposit in the Collection Account not later than
two Business Days
after the deposit of such amounts in the Subservicing Account.
For purposes of
this Agreement, the Servicer shall be deemed to have received
payments on the
Mortgage Loans when the Subservicer receives such payments.
Section 3.09 Collection of Taxes, Assessments and Similar
Items;
Escrow Accounts. (a) The Servicer shall ensure that each of the
Mortgage Loans
shall be covered by a paid-in-full, life-of-the-loan tax service
contract in
effect with respect to each First Lien Mortgage Loan (each, a
"Tax Service
Contract"). Each Tax Service Contract shall be assigned to the
Trustee, or its
designee, at the Servicer's expense in the event that the
Servicer is terminated
as Servicer of the related Mortgage Loan.
(b) To the extent that the services described in this paragraph
(b)
are not otherwise provided pursuant to the Tax Service Contracts
described in
paragraph (a) above, the Servicer undertakes to perform such
functions. To the
extent the related Mortgage provides for Escrow Payments, the
Servicer shall
establish and maintain, or cause to be established and
maintained, one or more
segregated accounts (the "Escrow Accounts"), which shall be
Eligible Accounts.
The Servicer shall deposit in the clearing account (which
account must be an
Eligible Account) in which it customarily deposits payments and
collections on
mortgage loans in connection with its mortgage loan servicing
activities on a
daily basis, and in no event more than one Business Day after
the Servicer's
receipt thereof, all (i) collections from the Mortgagors (or
related advances
from Subservicers) for the payment of taxes, assessments, hazard
insurance
premiums and comparable items for the account of the Mortgagors
("Escrow
Payments") collected on account of the Mortgage Loans and (ii)
all Condemnation
Proceeds and Insurance Proceeds to be applied to the restoration
of the related
Mortgaged Property or released to the related Mortgagor in
accordance with
applicable law and Accepted Servicing Practices, and the
Servicer shall
thereafter deposit such Escrow Payments in the Escrow Accounts,
in no event more
than two Business Days after the deposit of such funds in the
clearing account,
for the purpose of effecting the payment of any such items as
required under the
terms of this Agreement. Withdrawals of amounts from an Escrow
Account may be
made only to (i) effect payment of taxes, assessments, hazard
insurance
premiums, and comparable items; (ii) reimburse the Servicer (or
a Subservicer to
the extent provided in the related Subservicing Agreement) out
of related
collections for any advances made pursuant to Section 3.01 (with
respect to
taxes and assessments) and Section 3.13 (with respect to hazard
insurance);
(iii) refund to Mortgagors any sums as may be determined to be
overages; (iv)
pay itself any interest earned on the Escrow Account or, if
required and as
described below, to Mortgagors on balances in the Escrow
Account; (v) clear and
terminate the Escrow Account at the termination of the
Servicer's obligations
and responsibilities in respect of the Mortgage Loans under this
Agreement; (vi)
transfer such funds to a replacement Escrow Account that meets
the requirements
hereof; (vii) recover amounts deposited in error or (viii) to
release
Condemnation Proceeds or Insurance Proceeds to be applied to the
restoration of
the related Mortgaged Property or to the related Mortgagor in
accordance with
the applicable law and Accepted Servicing Practices. As part of
its servicing
duties, the Servicer or Subservicers shall pay to the Mortgagors
interest on
funds in Escrow Accounts, to the extent required by law and, to
the extent that
interest earned on funds in the Escrow Accounts is insufficient,
to pay such
interest from its or their own funds, without any reimbursement
therefor. To the
extent that a Mortgage does not provide for Escrow Payments, the
Servicer shall
use its reasonable best efforts to determine whether any such
payments are made
by the Mortgagor in a manner and at a time that avoids the loss
of the Mortgaged
Property due to a tax sale or the foreclosure of a tax lien. The
Servicer
assumes full responsibility for the payment of all such bills
within such time
and shall effect payments of all such bills irrespective of the
Mortgagor's
faithful performance in the payment of same or the making of the
Escrow Payments
and shall make advances from its own funds to effect such
payments, including
any payment required to be made in connection with a Mortgage
Loan that does
provide for Escrow Payments and is insufficient to make such
payments; provided,
however, that such advances are deemed to be Servicing
Advances.
Section 3.10 Collection Account. (a) On behalf of the Trustee
and
the Certificateholders, the Servicer shall establish and
maintain, or cause to
be established and maintained, one or more segregated Eligible
Accounts (such
account or accounts, the "Collection Account"), held in trust
for the benefit of
the Trustee on behalf of the Certificateholders. On behalf of
the Trustee, the
Servicer shall deposit or cause to be deposited in the clearing
account (which
account must be an Eligible Account) in which it customarily
deposits payments
and collections on mortgage loans in connection with its
mortgage loan servicing
activities on a daily basis, and in no event more than one
Business Day after
the Servicer's receipt thereof, and shall thereafter deposit
into the Collection
Account, in no event more than two Business Days after the
deposit of such funds
into the clearing account, as and when received or as otherwise
required
hereunder, the following payments and collections received or
made by it
subsequent to the Cut-off Date (other than in respect of
principal or interest
on the related Mortgage Loans due on or before the Cut-off
Date), or payments
(other than Principal Prepayments) received by it on or prior to
the Cut-off
Date but allocable to a Due Period subsequent thereto:
(i) all payments on account of principal, including
Principal
Prepayments, on the Mortgage Loans;
(ii) all payments on account of interest (net of the related
Servicing Fee) on each Mortgage Loan;
(iii) all Insurance Proceeds and Condemnation Proceeds to the
extent
such Insurance Proceeds and Condemnation Proceeds are not to be
applied to
the restoration of the related Mortgaged Property or released to
the
related Mortgagor in accordance with the express requirements of
law or in
accordance with Accepted Servicing Practices, Liquidation
Proceeds and
Subsequent Recoveries;
(iv) any amounts required to be deposited pursuant to Section
3.12
in connection with any losses realized on Permitted Investments
with
respect to funds held in the Collection Account;
(v) any amounts required to be deposited by the Servicer
pursuant to
the second paragraph of Section 3.13(a) in respect of any
blanket policy
deductibles;
(vi) all proceeds of any Mortgage Loan repurchased or purchased
in
accordance with this Agreement or the Representation Letter;
and
(vii) all Prepayment Charges collected by the Servicer or
required
to be paid by the Servicer pursuant to Section 3.07.
The foregoing requirements for deposit in the Collection
Account
shall be exclusive, it being understood and agreed that, without
limiting the
generality of the foregoing, payments in the nature of late
payment charges, NSF
fees, reconveyance fees, assumption fees and other similar fees
and charges need
not be deposited by the Servicer in the Collection Account and
shall, upon
collection, belong to the Servicer as additional compensation
for its servicing
activities. In the event the Servicer shall deposit in the
Collection Account
any amount not required to be deposited therein, it may at any
time withdraw
such amount from the Collection Account, any provision herein to
the contrary
notwithstanding. The Servicer shall at its own expense be
responsible for
reviewing and reconciling the Collection Account in accordance
with industry
standards and shall act promptly to resolve any discrepancies
related thereto.
(b) Funds in the Collection Account may be invested in
Permitted
Investments in accordance with the provisions set forth in
Section 3.12, subject
to Section 3.21(c). The Servicer shall give notice to the
Trustee and the
Depositor of the location of the Collection Account maintained
by it when
established and prior to any change thereof.
Section 3.11 Withdrawals from the Collection Account. (a)
The
Servicer shall, from time to time, make withdrawals from the
Collection Account
for any of the following purposes or as described in Section
4.01:
(i) on or prior to each Remittance Date, to remit to the Trustee
(A)
the Trustee Fee with respect to such Distribution Date, (B) all
Available
Funds in respect of the related Distribution Date together with
all
amounts representing Prepayment Charges (payable to the Class
P
Certificateholders) from the Mortgage Loans received by the
Servicer
during the related Prepayment Period and (C) all income and gain
realized
from the investment of funds deposited in the Collection
Account, for
deposit in the Supplemental Float Account;
(ii) to reimburse the Servicer for P&I Advances, but only to
the
extent of amounts received which represent Late Collections (net
of the
related Servicing Fees) of Scheduled Payments on Mortgage Loans
with
respect to which such P&I Advances were made in accordance
with the
provisions of Section 4.01;
(iii) to pay the Servicer or any Subservicer (A) any unpaid
Servicing Fees or (B) any unreimbursed Servicing Advances and
any
previously unpaid late charges, fees and penalties with respect
to each
Mortgage Loan, but only to the extent of any Late Collections or
other
amounts as may be collected by the Servicer from a Mortgagor, or
otherwise
received with respect to such Mortgage Loan (or the related REO
Property);
(iv) to pay to the Servicer as additional servicing compensation
(in
addition to the Servicing Fee) on each Remittance Date any
Prepayment
Interest Excesses to the extent permitted under Section
3.21(b);
(v) to pay to the applicable Person, with respect to each
Mortgage
Loan that has previously been repurchased or replaced by such
Person
pursuant to this Agreement or the Representation Letter, all
amounts
received thereon subsequent to the date of purchase or
substitution, as
the case may be;
(vi) to reimburse the Servicer for (A) any P&I Advance or
Servicing
Advance previously made which the Servicer has determined to be
a
Nonrecoverable P&I Advance or Nonrecoverable Servicing
Advance in
accordance with the provisions of Section 4.01 and (B) any
unpaid
Servicing Fees related to any Second Lien Mortgage Loan to the
extent not
recoverable from Liquidation Proceeds, Insurance Proceeds or
other amounts
received with respect to the related Second Lien Mortgage Loan
under
Section 3.11(a)(iii);
(vii) to pay, or to reimburse the Servicer for Servicing
Advances in
respect of, expenses incurred in connection with any Mortgage
Loan
pursuant to Section 3.15;
(viii) to reimburse the Servicer, the Depositor or the Trustee
for
expenses incurred by or reimbursable to the Servicer, the
Depositor or the
Trustee, as the case may be, pursuant to Section 6.03, Section
7.02 or
Section 8.05;
(ix) to reimburse the Servicer or the Trustee, as the case may
be,
for expenses reasonably incurred in respect of the breach or
defect giving
rise to the repurchase obligation under this Agreement or
the
Representation Letter that were included in the Repurchase Price
of the
Mortgage Loan, including any expenses arising out of the
enforcement of
the repurchase obligation, to the extent not otherwise paid
pursuant to
the terms hereof;
(x) to withdraw any amounts deposited in the Collection Account
in
error; and
(xi) to clear and terminate the Collection Account upon
termination
of this Agreement;
(xii) to withdraw any amounts held in the related Collection
Account
and not required to be remitted to the Trustee on the Remittance
Date
occurring in the month in which such amounts are deposited into
such
Collection Account, to reimburse such Servicer for unreimbursed
P&I
Advances; and
(xiii) to invest funds in Permitted Investments in accordance
with
Section 3.12.
(b) The Servicer shall keep and maintain separate accounting, on
a
Mortgage Loan by Mortgage Loan basis, for the purpose of
justifying any
withdrawal from the Collection Account, to the extent held by or
on behalf of
it, pursuant to subclauses (a)(ii), (iii), (v), (vi), (vii),
(viii), (ix) and
(x) above. The Servicer shall provide written notification (as
set forth in
Section 4.01(d)) to the Trustee, on or prior to the next
succeeding Remittance
Date, upon making any withdrawals from the Collection Account
pursuant to
subclause (a)(vi) above.
Section 3.12 Investment of Funds in the Collection Account,
Escrow
Accounts and the Distribution Account. (a) (i) The Servicer may
invest the funds
in the Collection Account pursuant to Section 3.21(c) and (ii)
the Servicer may
invest the funds in the Escrow Accounts (to the extent permitted
by law and the
related Mortgage Loan documents) and the Trustee may (but is not
obligated to)
invest funds in the Distribution Account during the Trustee
Float Period and
shall (except during the Trustee Float Period) invest such funds
in the
Distribution Account (for purposes of this Section 3.12, each
such Account is
referred to as an "Investment Account"), in one or more
Permitted Investments
bearing interest or sold at a discount, and maturing, unless
payable on demand,
no later than the Business Day immediately preceding the date on
which such
funds are required to be withdrawn from such account pursuant to
this Agreement;
provided, however, that any such Permitted Investment may
mature, unless payable
on demand or held at the institution of the Trustee, no later
than one Business
Day prior to the date on which such funds are required to be
withdrawn from such
account pursuant to this Agreement. If no investment instruction
is given in a
timely manner, the Trustee shall hold the funds in the
Distribution Account
uninvested. All such Permitted Investments shall be held to
maturity, unless
payable on demand. Any investment of funds in an Investment
Account shall be
made in the name of the Servicer or the Trustee, as applicable.
The Servicer or
the Trustee, as applicable, shall be entitled to sole possession
over each such
investment, and any certificate or other instrument evidencing
any such
investment shall be delivered directly to the Servicer or the
Trustee or its
agent, as applicable, together with any document of transfer
necessary to
transfer title to such investment to the Servicer or the Trustee
or its agent,
as applicable. In the event amounts on deposit in an Investment
Account are at
any time invested in a Permitted Investment payable on demand,
the Servicer or
the Trustee, as applicable, may:
(x) consistent with any notice required to be given
thereunder,
demand that payment thereon be made on the last day such
Permitted Investment may otherwise mature hereunder in an
amount equal to the lesser of (1) all amounts then payable
thereunder and (2) the amount required to be withdrawn on
such
date; and
(y) demand payment of all amounts due thereunder that such
Permitted Investment would not constitute a Permitted
Investment in respect of funds thereafter on deposit in an
Investment Account.
(b) All income and gain realized from the investment of
funds
deposited in the Collection Account (subject to Section 3.21(c)
and Section
4.07) or Escrow Account, as applicable, held by or on behalf of
the Servicer,
shall be for the benefit of the Servicer and shall be subject to
its withdrawal
in the manner set forth in Section 3.11. The Servicer shall,
from its own funds,
deposit in the Collection Account or Escrow Account, as
applicable, the amount
of any loss of principal incurred in respect of any such
Permitted Investment
made with funds in such accounts immediately upon realization of
such loss.
(c) All income and gain realized from the investment of
funds
deposited in the Distribution Account held by the Trustee, shall
be for the
benefit of the Trustee, and shall be subject to the Trustee's
withdrawal in the
manner set forth in Section 3.07(e). The Trustee shall, from its
own funds,
deposit in the Distribution Account the amount of any loss of
principal incurred
in respect of any such Permitted Investment made with funds in
such account
immediately upon realization of such loss.
(d) Except as otherwise expressly provided in this Agreement, if
any
default occurs in the making of a payment due under any
Permitted Investment of
funds held in the Escrow Account or the Collection Account, or
if a default
occurs in any other performance required under any Permitted
Investment of funds
held in the Escrow Account or the Collection Account, the
Servicer shall take
such action as may be appropriate to enforce such payment or
performance,
including the institution and prosecution of appropriate
proceedings.
(e) The Trustee shall not be liable for the amount of any
loss
incurred with respect of any investment or lack of investment of
funds held in
any Investment Account or the Distribution Account (except that
if any losses
are incurred from the investment of funds deposited in the
Distribution Account
during the Trustee Float Period, the Trustee shall be
responsible for
reimbursing the Trust for such loss immediately upon realization
of such loss)
if made in accordance with this Section 3.12.
(f) The Trustee or its Affiliates shall be permitted to
receive
additional compensation that could be deemed to be in the
Trustee's economic
self interest for (i) serving as investment adviser,
administrator, shareholder,
servicing agent, custodian or sub-custodian with respect to
certain of the
Permitted Investments, (ii) using Affiliates to effect
transactions in certain
Permitted Investments and (iii) effecting transactions in
certain Permitted
Investments. Such compensation shall not be considered an amount
that is
reimbursable or payable pursuant to this Agreement.
Section 3.13 Maintenance of Hazard Insurance and Errors and
Omissions and Fidelity Coverage. (a) The Servicer shall cause to
be maintained
for each Mortgage Loan fire insurance with extended coverage on
the related
Mortgaged Property in an amount which is at least equal to the
least of (i) the
outstanding principal balance of such Mortgage Loan, (ii) the
amount necessary
to fully compensate for any damage or loss to the improvements
that are a part
of such property on a replacement cost basis and (iii) the
maximum insurable
value of the improvements which are a part of such Mortgaged
Property, in each
case in an amount not less than such amount as is necessary to
avoid the
application of any coinsurance clause contained in the related
hazard insurance
policy. The Servicer shall also cause to be maintained fire
insurance with
extended coverage on each REO Property in an amount which is at
least equal to
the lesser of (i) the maximum insurable value of the
improvements which are a
part of such property and (ii) the outstanding principal balance
of the related
Mortgage Loan at the time it became an REO Property, plus
accrued interest at
the Mortgage Rate and related Servicing Advances. The Servicer
will comply in
the performance of this Agreement with all reasonable rules and
requirements of
each insurer under any such hazard policies. Any amounts to be
collected by the
Servicer under any such policies (other than amounts required to
be deposited in
the Escrow Account and applied to the restoration or repair of
the property
subject to the related Mortgage or amounts to be released to the
Mortgagor in
accordance with the procedures that the Servicer would follow in
servicing loans
held for its own account, subject to the terms and conditions of
the related
Mortgage and Mortgage Note) shall be deposited in the Collection
Account,
subject to withdrawal pursuant to Section 3.11. Any cost
incurred by the
Servicer in maintaining any such insurance shall not, for the
purpose of
calculating distributions to the Trustee, be added to the unpaid
principal
balance of the related Mortgage Loan, notwithstanding that the
terms of such
Mortgage Loan so permit. It is understood and agreed that no
earthquake or other
additional insurance is to be required of any Mortgagor other
than pursuant to
such applicable laws and regulations as shall at any time be in
force and as
shall require such additional insurance. If the Mortgaged
Property or REO
Property is at any time in an area identified in the Federal
Register by the
Federal Emergency Management Agency as having special flood
hazards and flood
insurance has been made available, the Servicer will cause to be
maintained a
flood insurance policy in respect thereof. Such flood insurance
shall be in an
amount equal to the lesser of (i) the unpaid principal balance
of the related
Mortgage Loan and (ii) the maximum amount of such insurance
available for the
related Mortgaged Property under the national flood insurance
program (assuming
that the area in which such Mortgaged Property is located is
participating in
such program).
In the event that the Servicer shall obtain and maintain a
blanket
policy with an insurer either (i) acceptable to Fannie Mae or
Freddie Mac or
(ii) having a general policy rating of A:VI or better in Best's
(or such other
rating that is comparable to such rating) insuring against
hazard losses on all
of the Mortgage Loans, it shall conclusively be deemed to have
satisfied its
obligations as set forth in the first two sentences of this
Section 3.13, it
being understood and agreed that such policy may contain a
deductible clause, in
which case the Servicer shall, in the event that there shall not
have been
maintained on the related Mortgaged Property or REO Property a
policy complying
with the first two sentences of this Section 3.13, and there
shall have been one
or more losses which would have been covered by such policy,
deposit to the
Collection Account from its own funds the amount not otherwise
payable under the
blanket policy because of such deductible clause. In connection
with its
activities as administrator and servicer of the Mortgage Loans,
the Servicer
agrees to prepare and present, on behalf of itself and the
Trustee, claims under
any such blanket policy in a timely fashion in accordance with
the terms of such
policy.
(b) The Servicer shall keep in force during the term of this
Agreement a policy or policies of insurance covering errors and
omissions for
failure in the performance of the Servicer's obligations under
this Agreement,
which policy or policies shall be in such form and amount that
would meet the
requirements of Fannie Mae or Freddie Mac if it were the
purchaser of the
Mortgage Loans. The Servicer shall also maintain a fidelity bond
in the form and
amount that would meet the requirements of Fannie Mae or Freddie
Mac, unless the
Servicer has obtained a waiver of such requirements from Fannie
Mae or Freddie
Mac. The Servicer shall provide the Trustee upon request with
copies of any such
insurance policies and fidelity bond. The Servicer shall be
deemed to have
complied with this provision if an Affiliate of the Servicer has
such errors and
omissions and fidelity bond coverage and, by the terms of such
insurance policy
or fidelity bond, the coverage afforded thereunder extends to
the Servicer. Any
such errors and omissions policy and fidelity bond shall by its
terms not be
cancelable without thirty days' prior written notice to the
Trustee. The
Servicer shall also cause each Subservicer to maintain a policy
of insurance
covering errors and omissions and a fidelity bond which would
meet such
requirements.
Section 3.14 Enforcement of Due-On-Sale Clauses; Assumption
Agreements. The Servicer will, to the extent it has knowledge of
any conveyance
or prospective conveyance of any Mortgaged Property by any
Mortgagor (whether by
absolute conveyance or by contract of sale, and whether or not
the Mortgagor
remains or is to remain liable under the Mortgage Note and/or
the Mortgage),
exercise its rights to accelerate the maturity of such Mortgage
Loan under the
"due-on-sale" clause, if any, applicable thereto; provided,
however, that the
Servicer shall not be required to take such action if, in its
sole business
judgment, the Servicer believes it is not in the best interests
of the Trust
Fund and shall not exercise any such rights if prohibited by law
from doing so.
If the Servicer reasonably believes it is unable under
applicable law to enforce
such "due-on-sale" clause or if any of the other conditions set
forth in the
proviso to the preceding sentence apply, the Servicer will enter
into either (i)
an assumption and modification agreement from or with the person
to whom such
property has been conveyed or is proposed to be conveyed,
pursuant to which such
person becomes liable under the Mortgage Note and, to the extent
permitted by
applicable state law, the Mortgagor remains liable thereon or
(ii) a
substitution agreement as provided in the succeeding sentence.
The Servicer is
also authorized to enter into a substitution of liability
agreement with such
person, pursuant to which the original Mortgagor is released
from liability and
such person is substituted as the Mortgagor and becomes liable
under the
Mortgage Note, provided, that no such substitution shall be
effective unless
such person satisfies the underwriting criteria of the Servicer
and has a credit
risk rating at least equal to that of the original Mortgagor. In
connection with
any assumption, modification or substitution, the Servicer shall
apply such
underwriting standards and follow such practices and procedures
as shall be
normal and usual in its general mortgage servicing activities
and as it applies
to other mortgage loans owned solely by it. The Servicer shall
not take or enter
into any assumption and modification agreement, however, unless
(to the extent
practicable in the circumstances) it shall have received
confirmation, in
writing, of the continued effectiveness of any applicable hazard
insurance
policy, or a new policy meeting the requirements of this Section
is obtained.
Any fee collected by the Servicer in respect of an assumption or
substitution of
liability agreement will be retained by the Servicer as
additional servicing
compensation. In connection with any such assumption, no
material term of the
Mortgage Note (including but not limited to the related Mortgage
Rate and the
amount of the Scheduled Payment) may be amended or modified,
except as otherwise
required pursuant to the terms thereof. The Servicer shall
notify the Trustee
that any such substitution, modification or assumption agreement
has been
completed by forwarding to the Trustee the executed original of
such
substitution or assumption agreement, which document shall be
added to the
related Mortgage File and shall, for all purposes, be considered
a part of such
Mortgage File to the same extent as all other documents and
instruments
constituting a part thereof.
Notwithstanding the foregoing paragraph or any other provision
of
this Agreement, the Servicer shall not be deemed to be in
default, breach or any
other violation of its obligations hereunder by reason of any
assumption of a
Mortgage Loan by operation of law or by the terms of the
Mortgage Note or any
assumption which the Servicer may be restricted by law from
preventing, for any
reason whatsoever. For purposes of this Section 3.14, the term
"assumption" is
deemed to also include a sale (of the Mortgaged Property)
subject to the
Mortgage that is not accompanied by an assumption or
substitution of liability
agreement.
Section 3.15 Realization upon Defaulted Mortgage Loans. The
Servicer
shall use its best efforts, consistent with Accepted Servicing
Practices, to
foreclose upon or otherwise comparably convert (which may
include an acquisition
of REO Property) the ownership of properties securing such of
the Mortgage Loans
as come into and continue in default and as to which no
satisfactory
arrangements can be made for collection of delinquent payments
pursuant to
Section 3.07, and which are not released from this Agreement
pursuant to any
other provision hereof. The Servicer shall use reasonable
efforts to realize
upon such defaulted Mortgage Loans in such manner as will
maximize the receipt
of principal and interest by the Trustee, taking into account,
among other
things, the timing of foreclosure proceedings; provided,
however, with respect
to any Second Lien Mortgage Loan for which the related first
lien mortgage loan
is not included in the Trust Fund, if, after such Mortgage Loan
becomes 180 days
or more delinquent, the Servicer determines that a significant
net recovery is
not possible through foreclosure, such Mortgage Loan may be
charged off and the
Mortgage Loan will be treated as a Liquidated Mortgage Loan
giving rise to a
Realized Loss. The foregoing is subject to the provisions that,
in any case in
which Mortgaged Property shall have suffered damage from an
uninsured cause, the
Servicer shall not be required to expend its own funds toward
the restoration of
such property unless it shall determine in its sole discretion
(i) that such
restoration will increase the net Liquidation Proceeds of the
related Mortgage
Loan to the Trustee, after reimbursement to itself for such
expenses, and (ii)
that such expenses will be recoverable by the Servicer through
Insurance
Proceeds, Condemnation Proceeds, Liquidation Proceeds or
Subsequent Recoveries
from the related Mortgaged Property, as contemplated in Section
3.11. The
Servicer shall be responsible for all other costs and expenses
incurred by it in
any such proceedings; provided, however, that it shall be
entitled to
reimbursement thereof as contemplated in Section 3.11.
The proceeds of any liquidation or REO Disposition, as well as
any
recovery resulting from a partial collection of Insurance
Proceeds, Condemnation
Proceeds, Liquidation Proceeds or Subsequent Recoveries or any
income from an
REO Property, will be applied in the following order of
priority: first, to
reimburse the Servicer or any Subservicer for any related
unreimbursed Servicing
Advances, and any previously unpaid late charges, fees and
penalties, pursuant
to Section 3.11 or 3.17; second, to reimburse the Servicer for
any related
unreimbursed P&I Advances, pursuant to Section 3.11; third,
to accrued and
unpaid interest on the Mortgage Loan or REO Imputed Interest, at
the Mortgage
Rate, to the date of the liquidation or REO Disposition, or to
the Due Date
prior to the Remittance Date on which such amounts are to be
distributed if not
in connection with a liquidation or REO Disposition; and fourth,
as a recovery
of principal of the Mortgage Loan. If the amount of the recovery
so allocated to
interest is less than a full recovery thereof, that amount will
be allocated as
follows: first, to unpaid Servicing Fees; and second, as
interest at the
Mortgage Rate (net of the Servicing Fee Rate). The portion of
the recovery so
allocated to unpaid Servicing Fees shall be reimbursed to the
Servicer or any
Subservicer pursuant to Section 3.11 or 3.17. The portions of
the recovery so
allocated to interest at the Mortgage Rate (net of the Servicing
Fee Rate) and
to principal of the Mortgage Loan shall be applied as follows:
first, to
reimburse the Servicer or any Subservicer for any related
unreimbursed Servicing
Advances in accordance with Section 3.11 or 3.17, and second, to
the Trustee in
accordance with the provisions of Section 4.02, subject to
paragraph (g) of
Section 3.17 with respect to certain excess recoveries from an
REO Disposition.
Notwithstanding anything to the contrary contained herein,
in
connection with a foreclosure or acceptance of a deed in lieu of
foreclosure, in
the event the Servicer has received actual notice of, or has
actual knowledge of
the presence of, hazardous or toxic substances or wastes on the
related
Mortgaged Property, or if the Trustee otherwise requests, the
Servicer shall
cause an environmental inspection or review of such Mortgaged
Property to be
conducted by a qualified inspector. Upon completion of the
inspection, the
Servicer shall promptly provide the Trustee and the Depositor
with a written
report of the environmental inspection.
After reviewing the environmental inspection report, the
Servicer
shall determine consistent with Accepted Servicing Practices how
the Servicer
shall proceed with respect to the Mortgaged Property. In the
event (a) the
environmental inspection report indicates that the Mortgaged
Property is
contaminated by hazardous or toxic substances or wastes and (b)
the Servicer
proceeds with foreclosure or acceptance of a deed in lieu of
foreclosure, the
Servicer shall be reimbursed for all reasonable costs associated
with such
foreclosure or acceptance of a deed in lieu of foreclosure and
any related
environmental clean-up costs, as applicable, from the related
Liquidation
Proceeds, or if the Liquidation Proceeds are insufficient to
fully reimburse the
Servicer, the Servicer shall be entitled to be reimbursed from
amounts in the
Collection Account pursuant to Section 3.11. In the event the
Servicer does not
proceed with foreclosure or acceptance of a deed in lieu of
foreclosure, the
Servicer shall be reimbursed from general collections for all
Servicing Advances
made with respect to the related Mortgaged Property from the
Collection Account
pursuant to Section 3.11.
Section 3.16 Release of Mortgage Files. (a) Upon the payment in
full
of any Mortgage Loan, or the receipt by the Servicer of a
notification that
payment in full shall be escrowed in a manner customary for such
purposes, the
Servicer will, within five (5) Business Days of the payment in
full, notify the
Trustee by a certification (which certification shall include a
statement to the
effect that all amounts received or to be received in connection
with such
payment which are required to be deposited in the Collection
Account pursuant to
Section 3.10 have been or will be so deposited) of a Servicing
Officer and shall
request delivery to it of the Custodial File by submitting a
Request for
Release, which Request for Release may be in an electronic
format in a form
acceptable to the Trustee, to the Trustee. Upon receipt of such
certification
and Request for Release, the Trustee shall promptly release the
related
Custodial File to the Servicer within two (2) Business Days. No
expenses
incurred in connection with any instrument of satisfaction or
deed of
reconveyance shall be chargeable to the Collection Account
unless such expenses
constitute Servicing Advances.
(b) From time to time and as appropriate for the servicing
or
foreclosure of any Mortgage Loan, including, for this purpose,
collection under
any Insurance Policy relating to the Mortgage Loans, the Trustee
shall, upon
request of the Servicer and delivery to the Trustee of a Request
for Release,
which Request for Release may be in an electronic format in a
form acceptable to
the Trustee, release the related Custodial File to the Servicer
within three (3)
Business Days, and the Trustee shall, at the direction of the
Servicer (which
may be by a Request for Release), execute such documents as
shall be necessary
to the prosecution of any such proceedings and the Servicer
shall retain the
Mortgage File in trust for the benefit of the Trustee. Such
Request for Release
shall obligate the Servicer to return each and every document
previously
requested from the Custodial File to the Trustee when the need
therefor by the
Servicer no longer exists, unless the Mortgage Loan has been
liquidated and the
Liquidation Proceeds relating to the Mortgage Loan have been
deposited in the
Collection Account or the Mortgage File or such document has
been delivered to
an attorney, or to a public trustee or other public official as
required by law,
for purposes of initiating or pursuing legal action or other
proceedings for the
foreclosure of the Mortgaged Property either judicially or
non-judicially, and
the Servicer has delivered to the Trustee a certificate of a
Servicing Officer
certifying as to the name and address of the Person to which
such Mortgage File
or such document was delivered and the purpose or purposes of
such delivery.
Upon receipt of a certificate of a Servicing Officer stating
that such Mortgage
Loan was liquidated and that all amounts received or to be
received in
connection with such liquidation that are required to be
deposited into the
Collection Account have been so deposited, or that such Mortgage
Loan has become
an REO Property, a copy of the Request for Release shall be
released by the
Trustee to the Servicer or its designee. Upon receipt of a
Request for Release
under this Section 3.16, the Trustee shall deliver the related
Custodial File to
the Servicer (if by overnight courier it shall be at the
Servicer's expense).
Upon written certification of a Servicing Officer, the Trustee
shall
execute and deliver to the Servicer copies of any court
pleadings, requests for
trustee's sale or other documents reasonably necessary to the
foreclosure or
trustee's sale in respect of a Mortgaged Property or to any
legal action brought
to obtain judgment against any Mortgagor on the Mortgage Note or
Mortgage or to
obtain a deficiency judgment, or to enforce any other remedies
or rights
provided by the Mortgage Note or Mortgage or otherwise available
at law or in
equity, or shall exercise and deliver to the Servicer a power of
attorney
sufficient to authorize the Servicer to execute such documents
on its behalf.
Each such certification shall include a request that such
pleadings or documents
be executed by the Trustee and a statement as to the reason such
documents or
pleadings are required and that the execution and delivery
thereof by the
Trustee will not invalidate or otherwise affect the lien of the
Mortgage, except
for the termination of such a lien upon completion of the
foreclosure or
trustee's sale.
Section 3.17 Title, Conservation and Disposition of REO
Property.
(a) This Section shall apply only to REO Properties acquired for
the account of
the Trustee and shall not apply to any REO Property relating to
a Mortgage Loan
which was purchased or repurchased from the Trustee pursuant to
any provision
hereof. In the event that title to any such REO Property is
acquired, the deed
or certificate of sale shall be issued to Deutsche Bank National
Trust Company
(or, if applicable, the name of the successor Trustee) as
Trustee for
Securitized Asset Backed Receivables LLC 2007-NC1 Mortgage
Pass-Through
Certificates, Series 2007-NC1, or to its nominee, for the
benefit of the
Certificateholders.
(b) The Servicer shall manage, conserve, protect and operate
each
REO Property for the Trustee solely for the purpose of its
prompt disposition
and sale. The Servicer, either itself or through an agent
selected by the
Servicer, shall manage, conserve, protect and operate the REO
Property in the
same manner that it manages, conserves, protects and operates
other foreclosed
property for its own account, and in the same manner that
similar property in
the same locality as the REO Property is managed. The Servicer
shall attempt to
sell the same (and may temporarily rent the same for a period
not greater than
one year, except as otherwise provided below) on such terms and
conditions as
the Servicer deems to be in the best interest of the Trustee on
behalf of the
Certificateholders. The Servicer shall notify the Trustee from
time to time as
to the status of each REO Property.
(c) The Servicer shall use its best efforts to dispose of the
REO
Property as soon as possible and shall sell such REO Property in
any event
within three years after title has been taken to such REO
Property, unless the
Servicer determines, and gives an appropriate notice to the
Trustee to such
effect, that a longer period is necessary for the orderly
liquidation of such
REO Property. Subject to Section 3.17(h), if a period longer
than three years is
permitted under the foregoing sentence and is necessary to sell
any REO
Property, the Servicer shall report monthly to the Trustee as to
the progress
being made in selling such REO Property.
(d) The Servicer shall segregate and hold all funds collected
and
received in connection with the operation of any REO Property
separate and apart
from its own funds and general assets and shall deposit such
funds in the
Collection Account.
(e) The Servicer shall deposit net of reimbursement to the
Servicer
for any related outstanding Servicing Advances and unpaid
Servicing Fees
provided in Section 3.11, or cause to be deposited, in no event
more than two
(2) Business Days after the Servicer's receipt thereof, in the
Collection
Account all revenues received with respect to the related REO
Property and shall
withdraw therefrom funds necessary for the proper operation,
management and
maintenance of the REO Property.
(f) The Servicer, upon an REO Disposition, shall be entitled
to
reimbursement for any related unreimbursed Servicing Advances as
well as any
unpaid Servicing Fees from proceeds received in connection with
the REO
Disposition, as further provided in Section 3.11.
(g) Any net proceeds from an REO Disposition which are in excess
of
the unpaid principal balance of the related Mortgage Loan plus
all unpaid REO
Imputed Interest thereon through the date of the REO Disposition
shall be
retained by the Servicer as additional servicing
compensation.
(h) The Servicer shall use its reasonable best efforts to sell,
or
cause the Subservicer to sell, in accordance with Accepted
Servicing Practices,
any REO Property as soon as possible, but in no event later than
the conclusion
of the third calendar year beginning after the year of its
acquisition by
Pooling Tier REMIC-1 unless (i) the Servicer applies for an
extension of such
period from the Internal Revenue Service pursuant to the REMIC
Provisions and
Code Section 856(e)(3), in which event such REO Property shall
be sold within
the applicable extension period, or (ii) the Servicer obtains
for the Trustee an
Opinion of Counsel, addressed to the Depositor, the Trustee and
the Servicer, to
the effect that the holding by Pooling Tier REMIC-1 of such REO
Property
subsequent to such period will not result in the imposition of
taxes on
"prohibited transactions" as defined in Section 860F of the Code
or cause any
Trust REMIC to fail to qualify as a REMIC under the REMIC
Provisions or
comparable provisions of relevant state laws at any time. The
Servicer shall
manage, conserve, protect and operate each REO Property for the
Trustee, the
Certificateholders and the Trust Fund solely for the purpose of
its prompt
disposition and sale in a manner which does not cause such REO
Property to fail
to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) or
result in the receipt by the Pooling Tier REMIC-1 of any "income
from
non-permitted assets" within the meaning of Section
860F(a)(2)(B) of the Code or
any "net income from foreclosure property" which is subject to
taxation under
Section 860G(a)(1) of the Code. Pursuant to its efforts to sell
such REO
Property, the Servicer shall either itself or through an agent
selected by the
Servicer protect and conserve such REO Property in the same
manner and to such
extent as is customary in the locality where such REO Property
is located and
may, incident to its conservation and protection of the
interests of the Trustee
on behalf of the Certificateholders, rent the same, or any part
thereof, as the
Servicer deems to be in the best interest of the Trustee on
behalf of the
Certificateholders for the period prior to the sale of such REO
Property;
provided, however, that any rent received or accrued with
respect to such REO
Property qualifies as "rents from real property" as defined in
Section 856(d) of
the Code.
Section 3.18 Notification of Adjustments. With respect to
each
Adjustable Rate Mortgage Loan, the Servicer shall adjust the
Mortgage Rate on
the related Adjustment Date and shall adjust the Scheduled
Payment on the
related mortgage payment adjustment date, if applicable, in
compliance with the
requirements of applicable law and the related Mortgage and
Mortgage Note. In
the event that an Index becomes unavailable or otherwise
unpublished, the
Servicer shall select a comparable alternative index over which
it has no direct
control and which is readily verifiable. The Servicer shall
execute and deliver
any and all necessary notices required under applicable law and
the terms of the
related Mortgage Note and Mortgage regarding the Mortgage Rate
and Scheduled
Payment adjustments. The Servicer shall promptly, upon written
request therefor,
deliver to the Trustee such notifications and any additional
applicable data
regarding such adjustments and the methods used to calculate and
implement such
adjustments. Upon the discovery by the Servicer or the receipt
of notice from
the Trustee that the Servicer has failed to adjust a Mortgage
Rate or Scheduled
Payment in accordance with the terms of the related Mortgage
Note, the Servicer
shall deposit in the Collection Account from its own funds the
amount of any
interest loss caused as such interest loss occurs.
Section 3.19 Access to Certain Documentation and Information
Regarding the Mortgage Loans. In the event the Servicer
reasonably believes that
compliance with this Section will make the Mortgage Loans legal
for investment
by federally insured savings and loan associations, the Servicer
shall provide,
or cause the Subservicer to provide, to the Depositor, the
Trustee, the OTS or
the FDIC and the examiners and supervisory agents thereof,
access to the
documentation regarding the Mortgage Loans in its possession
required by
applicable regulations of the OTS. Such access shall be afforded
without charge,
but only upon reasonable and prior written request and during
normal business
hours at the offices of the Servicer or, if applicable, any
Subservicer. Nothing
in this Section shall derogate from the obligation of any such
party to observe
any applicable law prohibiting disclosure of information
regarding the
Mortgagors and the failure of any such party to provide access
as provided in
this Section as a result of such obligation shall not constitute
a breach of
this Section.
Section 3.20 Documents, Records and Funds in Possession of
the
Servicer to Be Held for the Trustee. The Servicer shall account
fully to the
Trustee for any funds received by the Servicer or which
otherwise are collected
by the Servicer as Liquidation Proceeds, Condemnation Proceeds
or Insurance
Proceeds in respect of any Mortgage Loan serviced by the
Servicer. All Mortgage
Files and funds collected or held by, or under the control of,
the Servicer in
respect of any Mortgage Loans, whether from the collection of
principal and
interest payments or from Liquidation Proceeds, including, but
not limited to,
any funds on deposit in its Collection Account, shall be held by
the Servicer
for and on behalf of the Trustee and shall be and remain the
sole and exclusive
property of the Trustee, subject to the applicable provisions of
this Agreement.
The Servicer also agrees that it shall not create, incur or
subject any Mortgage
File or any funds that are deposited in any Collection Account,
the Distribution
Account or any Escrow Account, or any funds that otherwise are
or may become due
or payable to the Trustee for the benefit of the
Certificateholders, to any
claim, lien, security interest, judgment, levy, writ of
attachment or other
encumbrance, or assert by legal action or otherwise any claim or
right of setoff
against any Mortgage File or any funds collected on, or in
connection with, a
Mortgage Loan, except, however, that the Servicer shall be
entitled to set off
against and deduct from any such funds any amounts that are
properly due and
payable to the Servicer under this Agreement.
Section 3.21 Servicing Compensation. (a) As compensation for
its
activities hereunder, the Servicer shall, with respect to each
Mortgage Loan, be
entitled to retain from deposits to the Collection Account and
from Liquidation
Proceeds, Condemnation Proceeds, Insurance Proceeds, Subsequent
Recoveries and
REO Proceeds related to such Mortgage Loan, the Servicing Fee
with respect to
each Mortgage Loan (less any portion of such amounts retained by
any
Subservicer). In addition, the Servicer shall be entitled to
recover unpaid
Servicing Fees out of related Late Collections and as otherwise
permitted under
Section 3.11. The right to receive the Servicing Fee may not be
transferred in
whole or in part except in connection with the transfer of all
of the Servicer's
responsibilities and obligations under this Agreement; provided,
however, that
the Servicer may pay from the Servicing Fee any amounts due to a
Subservicer
pursuant to a Subservicing Agreement entered into under Section
3.02.
The Servicer may elect to have the entire Servicing Fee
represented
by a certificate in the form attached as Exhibit Y hereto (the
"Servicing Fee
Certificate"). The Servicing Fee Certificate may only be held by
the Servicer
and shall not be issued to or held by any other Person
(including without
limitation any Subservicer). The Servicer shall be entitled to
the Servicing Fee
whether or not the Servicing Fee Certificate is outstanding.
(b) Additional servicing compensation in the form of assumption
or
modification fees, late payment charges, net Prepayment Interest
Excesses (to
the extent not required to offset Prepayment Interest
Shortfalls), NSF fees,
reconveyance fees and other similar fees and charges (other than
Prepayment
Charges) shall be retained by the Servicer only to the extent
such fees or
charges are received by the Servicer. The Servicer shall also be
entitled as
additional servicing compensation, to interest or other income
earned on
deposits in the Escrow Account (to the extent permitted by law
and the related
Mortgage Loan documents) in accordance with Section 3.12.
(c) The Servicer shall deposit in the Supplemental Float Account
all
income and gain realized from the investment of funds deposited
in the
Collection Account.
(d) The Servicer shall be required to pay all expenses incurred
by
it in connection with its servicing activities hereunder
(including payment of
premiums for any blanket policy insuring against hazard losses
pursuant to
Section 3.13, servicing compensation of the Subservicer to the
extent not
retained by it and the fees and expenses of independent
accountants and any
agents appointed by the Servicer), and shall not be entitled to
reimbursement
therefor from the Trust Fund except as specifically provided in
Section 3.11.
Section 3.22 Annual Statement as to Compliance. The Servicer
shall
deliver, and shall cause each Subservicer engaged by the
Servicer to deliver or
cause to be delivered, to the Depositor, the Rating Agencies and
the Trustee on
or before March 15th of each calendar year, commencing in 2008,
an Officer's
Certificate stating, as to each signatory thereof, that (i) a
review of the
activities of the Servicer or Subservicer, as applicable, during
the preceding
calendar year and of its performance under this Agreement or the
applicable
Subservicing Agreement, as the case may be, has been made under
such officer's
supervision, and (ii) to the best of such officer's knowledge,
based on such
review, the Servicer or Subservicer, as applicable, has
fulfilled all of its
obligations under this Agreement or the applicable Subservicing
Agreement, as
the case may be, in all material respects, throughout such year,
or, if there
has been a failure to fulfill any such obligation in any
material respect,
specifying each such failure known to such officers and the
nature and status
thereof. Promptly after receipt of each such Officer's
Certificate, the
Depositor shall review such Officer's Certificate and, if
applicable, consult
with the Servicer or Subservicer as to the nature of any failure
by the Servicer
or Subservicer in the fulfillment of any of the Servicer's or
Subservicer's
obligations. The obligations of the Servicer and Subservicer
under this Section
apply to each Servicer and Subservicer that serviced a Mortgage
Loan, as
applicable, during the applicable period, whether or not the
Servicer or such
Subservicer is acting as Servicer or Subservicer, as applicable,
at the time
such Officer's Certificate is required to be delivered. None of
the Servicer or
Subservicer shall be required to cause the delivery of any
Officer's Certificate
required by this Section until March 15th in any given year so
long as it has
received written confirmation from the Depositor that a Form
10-K is not
required to be filed in respect of the Trust for the preceding
calendar year.
In the event the Servicer or any Subservicer engaged by the
Servicer
is terminated or resigns pursuant to the terms of this
Agreement, or any
applicable agreement in the case of a Subservicer, as the case
may be, such
party shall provide with respect to the year of termination an
Officer's
Certificate pursuant to this Section 3.22 or to such applicable
agreement, as
the case may be, notwithstanding any such termination,
assignment or
resignation, but only covering the period prior to such
termination.
Section 3.23 Annual Reports on Assessment of Compliance with
Servicing Criteria; Annual Independent Public Accountants'
Attestation Report.
(a) Not later than March 15th of each calendar year commencing
in
2008, the Servicer and the Trustee shall deliver, and the
Servicer shall cause
each Subservicer engaged by the Servicer and the Servicer and
the Trustee shall
cause each Subcontractor utilized by the Servicer (or by any
such Subservicer),
or the Trustee, as applicable, and determined by the Servicer or
the Trustee, as
applicable, pursuant to Section 3.02(e) to be "participating in
the servicing
function" within the meaning of Item 1122 of Regulation AB (in
each case, a
"Servicing Function Participant"), to deliver, each at its own
expense, to the
Depositor and the Trustee, a report on an assessment of
compliance with the
Servicing Criteria applicable to it that contains (A) a
statement by such party
of its responsibility for assessing compliance with the
Servicing Criteria
applicable to it, (B) a statement that such party used the
Servicing Criteria to
assess compliance with the applicable Servicing Criteria, (C)
such party's
assessment of compliance with the applicable Servicing Criteria
as of and for
the period ending the end of the fiscal year covered by the Form
10-K required
to be filed pursuant to Section 8.12, including, if there has
been any material
instance of noncompliance with the applicable Servicing
Criteria, a discussion
of each such failure and the nature and status thereof, and (D)
a statement that
a registered public accounting firm has issued an attestation
report on such
Person's assessment of compliance with the applicable Servicing
Criteria as of
and for such period. Each such assessment of compliance report
shall be
addressed to the Depositor and signed by an authorized officer
of the applicable
company, and shall address each of the applicable Servicing
Criteria set forth
on Exhibit P hereto, or as set forth in the notification
furnished to the
Depositor and the Trustee pursuant to Section 3.23(c). The
Servicer and the
Trustee hereby acknowledge and agree that their respective
assessments of
compliance will cover the items identified on Exhibit P hereto
as being covered
by such party. The parties to this Agreement acknowledge that
where a particular
Servicing Criteria has multiple components, each party's
assessment of
compliance and related attestation of compliance will relate
only to those
components that are applicable to such party. Promptly after
receipt of each
such report on assessment of compliance, the Depositor shall
review each such
report and, if applicable, consult with the Servicer or the
Trustee as to the
nature of any material instance of noncompliance with the
Servicing Criteria
applicable to it (and each Subservicer or Servicing Function
Participant engaged
or utilized by the Servicer, such Subservicer or the Trustee, as
applicable), as
the case may be. None of the Servicer or the Trustee or any
Subservicer or
Servicing Function Participant shall be required to cause the
delivery of any
such assessments until March 15th in any given year so long as
it has received
written confirmation from the Depositor that a Form 10-K is not
required to be
filed in respect of the Trust for the preceding calendar
year.
In the event the Servicer, the Trustee, any Subservicer or
any
Servicing Function Participant engaged by any such party is
terminated, assigns
its rights and obligations under, or resigns pursuant to, the
terms of this
Agreement, or any other applicable agreement, as the case may
be, such party
shall provide with respect to the year of termination a report
on assessment of
compliance pursuant to this Section 3.23, or to such other
applicable agreement,
notwithstanding any such termination, assignment or
resignation.
(b) Not later than March 15th of each calendar year commencing
in
2008, the Servicer and the Trustee shall cause, and the Servicer
shall cause
each Subservicer engaged by the Servicer and the Servicer and
the Trustee shall
cause each Servicing Function Participant utilized by the
Trustee or the
Servicer, as applicable (or by any Subservicer engaged by the
Servicer), to
cause, each at its own expense, a registered public accounting
firm (which may
also render other services to such party) that is a member of
the American
Institute of Certified Public Accountants to furnish a report to
the Trustee and
the Depositor that attests to and reports on such Person's
assessment of
compliance with the Servicing Criteria applicable to it , with a
copy to the
Rating Agencies, to the effect that (i) it has obtained a
representation
regarding certain matters from the management of such Person,
which includes an
assertion that such Person has complied with the Servicing
Criteria applicable
to it pursuant to Section 3.23(a) and (ii) on the basis of an
examination
conducted by such firm in accordance with standards for
attestation engagements
issued or adopted by the PCAOB, that attests to and reports on
such Person's
assessment of compliance with the Servicing Criteria applicable
to it. In the
event that an overall opinion cannot be expressed, such
registered public
accounting firm shall state in such report why it was unable to
express such an
opinion. Each such related accountant's attestation report shall
be made in
accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X
under the
Securities Act and the Exchange Act. Promptly after receipt of
each such
accountants' attestation report, the Depositor shall review the
report and, if
applicable, consult with the Servicer or the Trustee as to the
nature of any
defaults by the Servicer or the Trustee (and each Subservicer or
Servicing
Function Participant engaged or utilized by the Servicer or the
Trustee, as
applicable, or by any Subservicer engaged by the Servicer), as
the case may be,
in the fulfillment of any of the Servicer's, the Trustee's or
the applicable
Subservicer's or Servicing Function Participant's obligations
hereunder or under
any applicable sub-servicing agreement. None of the Servicer,
the Trustee or any
Servicer or Servicing Function Participant shall be required to
cause the
delivery of any such attestation required by this paragraph
until March 15th in
any given year so long as it has received written confirmation
from the
Depositor that a Form 10-K is not required to be filed in
respect of the Trust
for the preceding calendar year.
(c) No later than February 1 of each fiscal year, commencing
in
2008, the Servicer shall notify the Trustee and the Depositor as
to the name of
each Subservicer engaged by it for the prior fiscal year and
each Servicing
Function Participant utilized by it and by each Subservicer
engaged by it, but
only to the extent there has been a change in the information in
such
notification from notices previously delivered, and the Trustee
shall notify the
Depositor as to the name of each Servicing Function Participant
utilized by it,
and each such notice will specify what specific Servicing
Criteria will be
addressed in the report on assessment of compliance prepared by
such Subservicer
and Servicing Function Participant in each case, to the extent
of any change
from the prior year's notice, if any. When the Servicer or the
Trustee submits
its assessment pursuant to Section 3.23(a), the Servicer and the
Trustee, as
applicable, will also at such time include the assessment (and
related
attestation pursuant to Section 3.23(b)) of each Servicing
Function Participant
utilized by it and by each Subservicer engaged by it.
In the event the Servicer, the Trustee, any Subservicer or
any
Servicing Function Participant engaged by any such party, is
terminated, assigns
its rights and duties under, or resigns pursuant to the terms
of, this
Agreement, or any applicable agreement, as the case may be, such
party shall
cause a registered public accounting firm to provide with
respect to the year of
termination, at the cost and expense of such party, an
attestation report
pursuant to this Section 3.23, or such other applicable
agreement,
notwithstanding any such termination, assignment or
resignation.
Section 3.24 Trustee to Act as Servicer. (a) Subject to
Section
7.02, in the event that the Servicer shall for any reason no
longer be the
Servicer hereunder (including by reason of an Event of Default),
the Trustee or
its successor shall thereupon assume all of the rights and
obligations of the
Servicer hereunder arising thereafter, except that the Trustee
shall not be (i)
liable for losses of the predecessor Servicer pursuant to
Section 3.10 or any
acts or omissions of the predecessor Servicer hereunder, (ii)
obligated to
effectuate repurchases or substitutions of Mortgage Loans
hereunder, including
but not limited to repurchases or substitutions pursuant to
Section 2.03, (iii)
responsible for expenses of the predecessor Servicer pursuant to
Section 2.03 or
(iv) deemed to have made any representations and warranties of
the Servicer
hereunder. Any such assumption shall be subject to Section
7.02.
(b) Every Subservicing Agreement entered into by the Servicer
shall
contain a provision giving the successor Servicer the option to
terminate such
agreement in the event a successor Servicer is appointed.
(c) If the Servicer shall for any reason no longer be the
Servicer
(including by reason of any Event of Default), the Trustee (or
any other
successor Servicer) may, at its option, succeed to any rights
and obligations of
the Servicer under any Subservicing Agreement in accordance with
the terms
thereof; provided, that the Trustee (or any other successor
Servicer) shall not
incur any liability or have any obligations in its capacity as
successor
Servicer under a Subservicing Agreement arising prior to the
date of such
succession unless it expressly elects to succeed to the rights
and obligations
of the Servicer thereunder; and the Servicer shall not thereby
be relieved of
any liability or obligations under the Subservicing Agreement
arising prior to
the date of such succession.
(d) The Servicer shall, upon request of the Trustee, but at
the
expense of the Servicer, deliver to the assuming party all
documents and records
relating to each Subservicing Agreement (if any) and the
Mortgage Loans then
being serviced thereunder and an accounting of amounts collected
and held by it,
and otherwise use its best efforts to effect the orderly and
efficient transfer
of the Subservicing Agreement to the assuming party.
Section 3.25 Compensating Interest. The Servicer shall remit to
the
Trustee on each Remittance Date for deposit in the Distribution
Account an
amount from its own funds equal to the Compensating Interest
payable by the
Servicer for the related Distribution Date.
Section 3.26 Credit Reporting; Gramm-Leach-Bliley Act. (a)
With
respect to each Mortgage Loan, the Servicer agrees to fully
furnish, in
accordance with the Fair Credit Reporting Act and its
implementing regulations,
accurate and complete information (e.g., favorable and
unfavorable) on the
primary borrower of such Mortgage Loan to Equifax, Experian and
TransUnion
Credit Information Company (three of the credit repositories) on
a monthly
basis.
(b) The Servicer shall comply with Title V of the
Gramm-Leach-Bliley
Act of 1999 and all applicable regulations promulgated
thereunder, relating to
the Mortgage Loans and the related borrowers and shall provide
all required
notices thereunder.
ARTICLE IV
DISTRIBUTIONS AND
ADVANCES BY THE SERVICER
Section 4.01 Advances. (a) The amount of P&I Advances to be
made by
the Servicer for any Remittance Date shall equal, subject to
Section 4.01(c),
the sum of (i) the aggregate amount of Scheduled Payments (with
each interest
portion thereof net of the related Servicing Fee), due during
the Due Period
immediately preceding such Remittance Date in respect of the
Mortgage Loans,
which Scheduled Payments were not received as of the close of
business on the
related Determination Date, plus (ii) with respect to each REO
Property, which
REO Property was acquired during or prior to the related
Prepayment Period and
as to which such REO Property an REO Disposition did not occur
during the
related Prepayment Period, an amount equal to the excess, if
any, of the
Scheduled Payments (with each interest portion thereof net of
the related
Servicing Fee) that would have been due on the related Due Date
in respect of
the related Mortgage Loans, over the net income from such REO
Property
transferred to the Collection Account for distribution on such
Remittance Date.
With respect to any balloon payment on a Balloon Mortgage Loan,
the Servicer
shall only be obligated to advance the assumed monthly payment
that would have
been due on the related Due Date based on the original principal
amortization
schedule for such Balloon Mortgage Loan with interest at the
Mortgage Rate net
of the Servicing Fee Rate.
(b) On each Remittance Date, the Servicer shall remit in
immediately
available funds to the Trustee an amount equal to the aggregate
amount of P&I
Advances, if any, to be made in respect of the Mortgage Loans
and REO Properties
for the related Remittance Date either (i) from its own funds or
(ii) from the
Collection Account, to the extent of funds held therein for
future distribution
(in which case, it will cause to be made an appropriate entry in
the records of
Collection Account that Amounts Held for Future Distribution
have been, as
permitted by this Section 4.01, used by the Servicer in
discharge of any such
P&I Advance) or (iii) in the form of any combination of (i)
and (ii) aggregating
the total amount of P&I Advances to be made by the Servicer
with respect to the
Mortgage Loans and REO Properties. Any Amounts Held for Future
Distribution and
so used shall be appropriately reflected in the Servicer's
records and replaced
by the Servicer by deposit in the Collection Account on or
before any future
Remittance Date to the extent required.
(c) The obligation of the Servicer to make such P&I Advances
is
mandatory, notwithstanding any other provision of this Agreement
but subject to
(d) below, and, with respect to any Mortgage Loan or REO
Property, shall
continue until a Final Recovery Determination in connection
therewith or the
removal thereof from coverage under this Agreement, except as
otherwise provided
in this Section.
(d) Notwithstanding anything herein to the contrary, no P&I
Advance
or Servicing Advance shall be required to be made hereunder by
the Servicer if
such P&I Advance or Servicing Advance would, if made,
constitute a
Nonrecoverable P&I Advance or Nonrecoverable Servicing
Advance. The
determination by the Servicer that it has made a Nonrecoverable
P&I Advance or a
Nonrecoverable Servicing Advance or that any proposed P&I
Advance or Servicing
Advance, if made, would constitute a Nonrecoverable P&I
Advance or a
Nonrecoverable Servicing Advance, respectively, shall be
evidenced by an
Officer's Certificate of the Servicer delivered to the Trustee.
In addition, the
Servicer shall not be required to advance any Relief Act
Interest Shortfalls or
any Prepayment Interest Shortfalls in excess of its obligations
to pay
Compensating Interest pursuant to Section 3.25.
(e) Except as otherwise provided herein, the Servicer shall
be
entitled to reimbursement pursuant to Section 3.11 for Servicing
Advances and
any previously unpaid late charges, fees and penalties from
recoveries from the
related Mortgagor or from all Liquidation Proceeds and other
payments or
recoveries (including Insurance Proceeds, Condemnation Proceeds
and Subsequent
Recoveries) with respect to the related Mortgage Loan.
Section 4.02 Priorities of Distribution. (a) On each
Distribution
Date, the Trustee shall make the disbursements and transfers
from amounts then
on deposit in the Distribution Account in the following order of
priority and to
the extent of the Available Funds remaining and, on such
Distribution Date,
shall make distributions on the Certificates in accordance with
such allocation:
(i) to the holders of each Class of LIBOR Certificates and to
the
Supplemental Interest Account in the following order of
priority:
(A) to the Supplemental Interest Account, the sum of (x) all
Net Swap Payments and (y) any Swap Termination Payment owed to
the
Swap Provider, if any (to the extent not previously received by
the
Swap Provider as a Replacement Swap Provider Payment), but
not
including any Defaulted Swap Termination Payment;
(B) from the Interest Remittance Amounts for both Loan
Groups,
to the Class A Certificates, the related Accrued Certificate
Interest Distribution Amounts and Unpaid Interest Amounts for
such
Distribution Date, allocated pursuant to clauses (iv) and (v)
of
this Section 4.02(a);
(C) from any remaining Interest Remittance Amounts, to the
Class M-1 Certificates, the Accrued Certificate Interest
Distribution Amount for such Class on such Distribution
Date;
(D) from any remaining Interest Remittance Amounts, to the
Class M-2 Certificates, the Accrued Certificate Interest
Distribution Amount for such Class on such Distribution
Date;
(E) from any remaining Interest Remittance Amounts, to the
Class M-3 Certificates, the Accrued Certificate Interest
Distribution Amount for such Class on such Distribution
Date;
(F) from any remaining Interest Remittance Amounts, to the
Class M-4 Certificates, the Accrued Certificate Interest
Distribution Amount for such Class on such Distribution
Date;
(G) from any remaining Interest Remittance Amounts, to the
Class M-5 Certificates, the Accrued Certificate Interest
Distribution Amount for such Class on such Distribution
Date;
(H) from any remaining Interest Remittance Amounts, to the
Class M-6 Certificates, the Accrued Certificate Interest
Distribution Amount for such Class on such Distribution
Date;
(I) from any remaining Interest Remittance Amounts, to the
Class B-1 Certificates, the Accrued Certificate Interest
Distribution Amount for such Class on such Distribution
Date;
(J) from any remaining Interest Remittance Amounts, to the
Class B-2 Certificates, the Accrued Certificate Interest
Distribution Amount for such Class on such Distribution Date;
and
(K) from any remaining Interest Remittance Amounts, to the
Class B-3 Certificates, the Accrued Certificate Interest
Distribution Amount for such Class on such Distribution
Date.
(ii) (A) on each Distribution Date (1) before the Stepdown Date
or
(2) with respect to which a Trigger Event is in effect, to the
holders of
the related Class or Classes of LIBOR Certificates then entitled
to
distributions of principal as set forth below, from amounts
remaining on
deposit in the Distribution Account after making distributions
pursuant to
clause (i) above, an amount equal to the Principal Distribution
Amount in
the following order of priority:
(a) to the Class A Certificates, allocated as described in
Section 4.02(c), until the respective Class Certificate
Balances
thereof are reduced to zero; and
(b) sequentially to the Class M-1, Class M-2, Class M-3,
Class
M-4, Class M-5, Class M-6, Class B-1, Class B-2 and Class
B-3
Certificates, in that order, until the respective Class
Certificate
Balances are reduced to zero;
(B) on each Distribution Date (1) on and after the Stepdown Date
and
(2) as long as a Trigger Event is not in effect, to the holders
of the
related Class or Classes of LIBOR Certificates then entitled
to
distribution of principal, from amounts remaining on deposit in
the
Distribution Account after making distributions pursuant to
clause (i)
above, an amount equal to, in the aggregate, the Principal
Distribution
Amount in the following amounts and order of priority:
(a) to the Class A Certificates, the lesser of (x) the
Principal Distribution Amount and (y) the Class A Principal
Distribution Amount, allocated as described in Section
4.02(c),
until the respective Class Certificate Balances thereof are
reduced
to zero;
(b) to the Sequential Class M Certificates, allocated
sequentially, first to the Class M-1 Certificates, then to the
Class
M-2 Certificates and then to the Class M-3 Certificates, the
lesser
of (x) the excess of (i) the Principal Distribution Amount over
(ii)
the amount distributed to the Class A Certificateholders in
clause
(ii)(B)(a) above and (y) the Sequential Class M Principal
Distribution Amount, in each case until their respective
Class
Certificate Balances have been reduced to zero;
(c) to the Class M-4 Certificates, the lesser of (x) the
excess of (i) the Principal Distribution Amount over (ii) the
amount
distributed to the Class A Certificateholders in clause
(ii)(B)(a)
above and to the Sequential Class M Certificateholders in
clause
(ii)(B)(b) above and (y) the Class M-4 Principal
Distribution
Amount, until their Class Certificate Balance has been reduced
to
zero;
(d) to the Class M-5 Certificates, the lesser of (x) the
excess of (i) the Principal Distribution Amount over (ii) the
amount
distributed to the Class A Certificateholders in clause
(ii)(B)(a)
above, to the Sequential Class M Certificateholders in
clause
(ii)(B)(b) above and to the Class M-4 Certificateholders in
clause
(ii)(B)(c) above and (y) the Class M-5 Principal
Distribution
Amount, until their Class Certificate Balance has been reduced
to
zero;
(e) to the Class M-6 Certificates, the lesser of (x) the
excess of (i) the Principal Distribution Amount over (ii)
the
amounts distributed to the Class A Certificateholders in
clause
(ii)(B)(a) above, to the Sequential Class M Certificateholders
in
clause (ii)(B)(b) above, to the Class M-4 Certificateholders
in
clause (ii)(B)(c) above and to the Class M-5 Certificateholders
in
clause (ii)(B)(d) above and (y) the Class M-6 Principal
Distribution
Amount, until their Class Certificate Balance has been reduced
to
zero;
(f) to the Class B-1 Certificates, the lesser of (x) the
excess of (i) the Principal Distribution Amount over (ii) the
amount
distributed to the Class A Certificateholders in clause
(ii)(B)(a)
above, to the Sequential Class M Certificateholders in
clause
(ii)(B)(b) above, to the Class M-4 Certificateholders in
clause
(ii)(B)(c) above, to the Class M-5 Certificateholders in
clause
(ii)(B)(d) above and to the Class M-6 Certificateholders in
clause
(ii)(B)(e) above and (y) the Class B-1 Principal
Distribution
Amount, until their Class Certificate Balance has been reduced
to
zero;
(g) to the Class B-2 Certificates, the lesser of (x) the
excess of (i) the Principal Distribution Amount over (ii) the
amount
distributed to the Class A Certificateholders in clause
(ii)(B)(a)
above, to the Sequential Class M Certificateholders in
clause
(ii)(B)(b) above, to the Class M-4 Certificateholders in
clause
(ii)(B)(c) above, to the Class M-5 Certificateholders in
clause
(ii)(B)(d) above, to the Class M-6 Certificateholders in
clause
(ii)(B)(e) above and to the Class B-1 Certificateholders in
clause
(ii)(B)(f) above and (y) the Class B-2 Principal
Distribution
Amount, until their Class Certificate Balance has been reduced
to
zero; and
(h) to the Class B-3 Certificates, the lesser of (x) the
excess of (i) the Principal Distribution Amount over (ii) the
amount
distributed to the Class A Certificateholders in clause
(ii)(B)(a)
above, to the Sequential Class M Certificateholders in
clause
(ii)(B)(b) above, to the Class M-4 Certificateholders in
clause
(ii)(B)(c) above, to the Class M-5 Certificateholders in
clause
(ii)(B)(d) above, to the Class M-6 Certificateholders in
clause
(ii)(B)(e) above, to the Class B-1 Certificateholders in
clause
(ii)(B)(f) above and to the Class B-2 Certificateholders in
clause
(ii)(B)(g) above and (y) the Class B-3 Principal
Distribution
Amount, until their Class Certificate Balance has been reduced
to
zero; and
(iii) any amount remaining after the distributions in clauses
(i)
and (ii) above, plus as specifically indicated below, from
amounts on
deposit in the Excess Reserve Fund Account, shall be distributed
in the
following order of priority:
(A) to the Class M-1 Certificates, any Unpaid Interest
Amount
for such Class;
(B) to the Class M-1 Certificates, any Unpaid Realized Loss
Amount for such Class;
(C) to the Class M-2 Certificates, any Unpaid Interest
Amount
for such Class;
(D) to the Class M-2 Certificates, any Unpaid Realized Loss
Amount for such Class;
(E) to the Class M-3 Certificates, any Unpaid Interest
Amount
for such Class;
(F) to the Class M-3 Certificates, any Unpaid Realized Loss
Amount for such Class;
(G) to the Class M-4 Certificates, any Unpaid Interest
Amount
for such Class;
(H) to the Class M-4 Certificates, any Unpaid Realized Loss
Amount for such Class;
(I) to the Class M-5 Certificates, any Unpaid Interest
Amount
for such Class;
(J) to the Class M-5 Certificates, any Unpaid Realized Loss
Amount for such Class;
(K) to the Class M-6 Certificates, any Unpaid Interest
Amount
for such Class;
(L) to the Class M-6 Certificates, any Unpaid Realized Loss
Amount for such Class;
(M) to the Class B-1 Certificates, any Unpaid Interest
Amount
for such Class;
(N) to the Class B-1 Certificates, any Unpaid Realized Loss
Amount for such Class;
(O) to the Class B-2 Certificates, any Unpaid Interest
Amount
for such Class;
(P) to the Class B-2 Certificates, any Unpaid Realized Loss
Amount for such Class;
(Q) to the Class B-3 Certificates, any Unpaid Interest
Amount
for such Class;
(R) to the Class B-3 Certificates, any Unpaid Realized Loss
Amount for such Class;
(S) to the Excess Reserve Fund Account, the amount of any
Basis Risk Payment for such Distribution Date;
(T) from any Basis Risk Cap Payment on deposit in the Excess
Reserve Fund Account with respect to such Distribution Date,
an
amount equal to any unpaid Basis Risk Carry Forward Amount
with
respect to the Class M Certificates and Class B Certificates
for
such Distribution Date, allocated (a) first, among the Class
M
Certificates and Class B Certificates, pro rata, based upon
their
respective Class Certificate Balances only with respect to
those
Class M Certificates and Class B Certificates with an
outstanding
Basis Risk Carry Forward Amount and (b) second, any
remaining
amounts to the Class M Certificates and Class B Certificates,
pro
rata, based on any Basis Risk Carry Forward Amounts
remaining
unpaid, in order to reimburse such unpaid amounts;
(U) from funds on deposit in the Excess Reserve Fund Account
(not including any Basis Risk Cap Payment included in such
account)
with respect to such Distribution Date, an amount equal to
any
remaining unpaid Basis Risk Carry Forward Amount with respect to
any
LIBOR Certificate for such Distribution Date to the LIBOR
Certificates in the same order and priority in which the
Accrued
Certificate Interest Distribution Amount is allocated among
such
Classes of Certificates, except that the Class A Certificates
shall
be paid (a) first, among the Class A Certificates, pro rata,
based
upon their respective Class Certificate Balances (only with
respect
to those Class A Certificates with an outstanding Basis Risk
Carry
Forward Amount) and (b) second, any remaining amounts to the
Class A
Certificates, pro rata, based on any such Basis Risk Carry
Forward
Amounts remaining unpaid;
(V) to the Supplemental Interest Account, the amount of any
Defaulted Swap Termination Payment owed to the Swap
Provider;
(W) to the Class X Certificates, the remainder of the Class
X
Distributable Amount not distributed pursuant to Sections
4.02(a)(iii)(A)-(V) and any remaining Basis Risk Cap Payments in
the
Excess Reserve Fund Account;
(X) to the Class R-I Certificates, any remaining amount, in
respect of Pooling Tier REMIC-1 (including, for the avoidance
of
doubt, amounts paid from the Collection Account to the
Supplemental
Float Account and remaining after application pursuant to
Section
4.07(i)-(iv)); and
(Y) to the Class R-II Certificates, any remaining amount, in
respect of Pooling Tier REMIC-2, the Lower Tier REMIC and the
Upper
Tier REMIC.
(iv) solely for purposes of interest allocation calculations,
the
Interest Remittance Amount attributable to Group I Mortgage
Loans will be
allocated as follows:
(a) first, to the Class A-1 Certificates, the Accrued
Certificate Interest Distribution Amount and any Unpaid
Interest
Amount for the Class A-1 Certificates; and
(b) second, concurrently, to the Class A-2 Certificates, pro
rata (based on the amounts distributable or payable under
Section
4.02(a)(i)(B) to the Class A-2 Certificates), the Accrued
Certificate Interest Distribution Amount and any Unpaid
Interest
Amount for each such Class; and
(v) solely for purposes of interest allocation calculations,
the
Interest Remittance Amount attributable to Group II Mortgage
Loans will be
allocated as follows:
(a) first, concurrently, to the Class A-2 Certificates, pro
rata (based on the amounts distributable or payable under
Section
4.02(a)(i)(B) to the Class A-2 Certificates), the Accrued
Certificate Interest Distribution Amount and any Unpaid
Interest
Amount for each such Class; and
(b) second, to the Class A-1 Certificates, the Accrued
Certificate Interest Distribution Amount and any Unpaid
Interest
Amount for the Class A-1 Certificates; and
If on any Distribution Date, as a result of the foregoing
allocation
rules, any Class of Class A Certificates does not receive in
full the related
Accrued Certificate Interest Distribution Amount or the related
Unpaid Interest
Amount, if any, then such shortfall will be allocated to the
Holders of such
Class, with interest thereon, on future Distribution Dates, as
any Unpaid
Interest Amount, subject to the priorities described above.
Distributions will be determined in part based on the
performance of
individual Loan Groups and for such purpose any Net Swap
Payments, Net Swap
Receipts or Swap Termination Payments will be allocated between
Loan Groups
based on the respective aggregate Stated Principal Balance of
the Mortgage Loans
in each Loan Group, unless otherwise set forth in this
Agreement.
(b) On each Distribution Date, prior to any distributions on
any
other Class of Certificates, all amounts representing Prepayment
Charges from
the Mortgage Loans received during the related Prepayment Period
(including
amounts payable by the Servicer pursuant to Section 3.07) shall
be distributed
by the Trustee to the holders of the Class P Certificates.
(c) All principal distributions to the Holders of the Class
A
Certificates on any Distribution Date shall be allocated by the
Trustee
concurrently between the Group I Class A Certificates, on the
one hand, and the
Group II Class A Certificates, on the other hand, based on the
Class A Principal
Allocation Percentage for the Group I Class A Certificates and
the Group II
Class A Certificates, as applicable, for such Distribution Date;
provided,
however, that, if the Class Certificate Balances of the Class A
Certificates in
either Class A Certificate Group are reduced to zero, then the
remaining amount
of principal distributions distributable to the Class A
Certificates on such
Distribution Date, and the amount of such principal
distributions distributable
on all subsequent Distribution Dates, shall be distributed by
the Trustee to the
Holders of the Class A Certificates in the other Class A
Certificate Group
remaining Outstanding, in accordance with the principal
distribution allocations
described in this Section 4.02(c), until their respective Class
Certificate
Balances have been reduced to zero. Any distributions of
principal to the Group
I Class A Certificates shall be made by the Trustee first from
Available Funds
relating to the Group I Mortgage Loans, and any distributions of
principal to
the Group II Class A Certificates shall be made by the Trustee
first from
Available Funds relating to the Group II Mortgage Loans.
Any principal allocated to the Group II Class A Certificates
shall
be distributed by the Trustee first to the Class A-2A
Certificates, until their
Class Certificate Balance has been reduced to zero, then to the
Class A-2B
Certificates, until their Class Certificate Balance has been
reduced to zero and
then to the Class A-2C Certificates, until their Class
Certificate Balance has
been reduced to zero; provided, however, that on and after the
Distribution Date
on which the aggregate Class Certificate Balances of the
Subordinated
Certificates and the principal balance of the Class X
Certificates have been
reduced to zero, any principal distributions allocated to the
Group II Class A
Certificates shall be allocated by the Trustee pro rata among
the Classes of
Group II Class A Certificates, based on their respective Class
Certificate
Balances, and distributed by the Trustee concurrently to the
Group II Class A
Certificates, until their respective Class Certificate Balances
have been
reduced to zero.
(d) On any Distribution Date, any Relief Act Shortfalls and
Net
Prepayment Interest Shortfalls for such Distribution Date shall
be allocated by
the Trustee as a reduction in the following order:
(i) First, to the portion of the Class X Distributable
Amount
allocable to interest; and
(ii) Second, pro rata, as a reduction of the Accrued
Certificate
Interest Distribution Amount for the Class A, Class M and Class
B
Certificates, based on the amount of interest to which such
Classes would
otherwise be entitled.
Notwithstanding any other provision of this Agreement, the
Trustee
shall comply with all federal withholding requirements
respecting payments made
or received under the Interest Rate Swap Agreement and Cap
Agreement and
payments to Certificateholders of interest or original issue
discount that the
Trustee reasonably believes are applicable under the Code. The
consent of
Certificateholders shall not be required for such withholding.
If the Trustee
does withhold any amount from interest or original issue
discount payments or
advances thereof to any Certificateholder pursuant to federal
withholding
requirements, the Trustee shall indicate the amount withheld to
such
Certificateholders. Such amounts shall be deemed to have been
distributed to
such Certificateholders for all purposes of this Agreement.
Section 4.03 Monthly Statements to Certificateholders. (a) Not
later
than each Distribution Date, the Trustee shall make available to
each
Certificateholder, the Servicer, the Depositor and each Rating
Agency a
statement based in part on information provided by the Servicer
setting forth
with respect to the related distribution:
(i) the actual Distribution Date, the related Record Date,
the
Interest Accrual Period(s) for each Class for such Distribution
Date and
the LIBOR Determination Date for such Interest Accrual
Period;
(ii) the amount of Available Funds;
(iii) the amount of Available Funds allocable to principal,
the
Principal Remittance Amount (separately identifying the
components
thereof) and the Principal Distribution Amount (and the
calculation
thereof);
(iv) the amount of Available Funds allocable to interest and
each
Interest Remittance Amount;
(v) the amount of any Unpaid Interest Amount for each Class
included
in such distribution and any remaining Unpaid Interest Amounts
after
giving effect to such distribution, any Basis Risk Carry Forward
Amount
for each Class and the amount of such Basis Risk Carry Forward
Amount
covered by withdrawals from the Excess Reserve Fund Account on
such
Distribution Date;
(vi) if the distribution to the Holders of such Class of
Certificates is less than the full amount that would be
distributable to
such Holders if there were sufficient funds available therefor,
the amount
of the shortfall and the allocation of the shortfall as between
principal
and interest, including any Basis Risk Carry Forward Amount not
covered by
amounts in the Excess Reserve Fund Account;
(vii) the Class Certificate Balance of each Class of
Certificates
before and after giving effect to the distribution of principal
on such
Distribution Date;
(viii) the Pool Stated Principal Balance for the related
Distribution Date;
(ix) the amount of the Expense Fees paid to or retained by
the
Servicer and paid to or retained by the Trustee (stated
separately and in
the aggregate) with respect to such Distribution Date;
(x) the Pass-Through Rate for each such Class of Certificates
with
respect to such Distribution Date;
(xi) the amount of Advances included in the distribution on
such
Distribution Date reported by the Servicer (and the Trustee as
successor
servicer and any other successor servicer, if applicable) as of
the close
of business on the Determination Date immediately preceding
such
Distribution Date;
(xii) the number and aggregate outstanding principal balances
of
Mortgage Loans (1) as to which the Scheduled Payment is
delinquent 31 to
60 days, 61 to 90 days, 91 or more days, and in such other
periods and for
such times as required by Regulation AB, (2) that have become
REO
Property, (3) that are in foreclosure and (4) that are in
bankruptcy, in
each case as of the close of business on the last Business Day
of the
immediately preceding month;
(xiii) for each of the preceding 12 calendar months, or all
calendar
months since the related Cut-off Date, whichever is less, the
aggregate
dollar amount of the Scheduled Payments (A) due on all
outstanding
Mortgage Loans on each of the Due Dates in each such month and
(B)
delinquent 60 days or more on each of the Due Dates in each such
month;
(xiv) with respect to any Mortgage Loans that became REO
Properties
during the preceding calendar month, the aggregate number of
such Mortgage
Loans and the aggregate outstanding principal balance of such
Mortgage
Loans as of the close of business on the last Business Day of
the
immediately preceding month and the month and year of
acquisition of such
REO Properties;
(xv) the total number and outstanding principal balance of any
REO
Properties (and market value, if available) as of the close of
business on
the last Business Day of the immediately preceding month;
(xvi) whether a Trigger Event has occurred and is continuing
(including the calculation demonstrating the existence of the
Trigger
Event);
(xvii) the amount on deposit in the Excess Reserve Fund
Account
(after giving effect to distributions on such Distribution
Date);
(xviii) in the aggrega
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