RESIDENTIAL ACCREDIT LOANS, INC.,
Company,
RESIDENTIAL FUNDING COMPANY, LLC,
Master Servicer,
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
Trustee
SERIES SUPPLEMENT,
Dated as of January 1, 2007,
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
dated as of December 1, 2006
Mortgage Asset-Backed Pass-Through Certificates
SERIES 2007-QO1
TABLE OF CONTENTS
PAGE
ARTICLE I
DEFINITIONS................................................................................5
Section 1.01.
Definitions.......................................................................5
Section 1.02.
Determination of
LIBOR...........................................................36
Section 1.03.
Use of Words and
Phrases.........................................................37
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES...........................37
Section 2.01.
Conveyance of Mortgage
Loans.....................................................37
Section 2.02.
Acceptance by
Trustee............................................................37
Section 2.03.
Representations, Warranties and Covenants of the Master Servicer
and the
Company..........................................................................37
Section 2.04.
Representations and Warranties of
Sellers........................................40
Section 2.05.
Execution and Authentication of Certificates/Issuance of
Certificates
Evidencing Interests in REMIC I, REMIC II and REMIC
III..........................40
Section 2.06.
Conveyance of Uncertificated Regular Interests; Acceptance by the
Trustee........41
Section 2.07.
Issuance of Certificates Evidencing Interest in REMIC II and REMIC
III...........41
Section 2.08.
Purposes and Powers of the
Trust.................................................41
Section 2.09.
Agreement Regarding Ability to
Disclose..........................................41
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS............................................43
Section 3.01.
Master Servicer to act as
Servicer...............................................43
Section 3.02.
Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of Subservicers' and Sellers'
Obligations............................43
Section 3.03.
Successor
Subservicers...........................................................43
Section 3.04.
Liability of the Master
Servicer.................................................43
Section 3.05.
No Contractual Relationship Between Subservicer and Trustee or
Certificateholders...............................................................43
Section 3.06.
Assumption or Termination of Subservicing Agreements by
Trustee..................43
Section 3.07.
Collection of Certain Mortgage Loan Payments; Deposit to Custodial
Account..........................................................................43
Section 3.08.
Subservicing Accounts; Servicing
Accounts........................................45
Section 3.09.
Access to Certain Documentation and
Information Regarding the Mortgage
Loans
...........................................................................45
Section 3.10.
Permitted withdrawals from the Custodial
Account.................................45
Section 3.11.
Maintenance of the Primary Insurance
Policies; Collections Thereunder...........45
Section 3.12.
Maintenance of Fire Insurance and
Omissions and Fidelity Coverage...............45
Section 3.13.
Enforcement of Due-on-Sale Clauses; Assumption and
Modification
Agreements; Certain
Assignments..................................................45
Section 3.14.
Realization Upon Defaulted Mortgage
Loans........................................45
Section 3.15.
Trustee to Cooperate; Release of Mortgage
Files..................................45
Section 3.16.
Servicing and Other Compensation; Compensating
Interest..........................45
Section 3.17.
Reports to the Trustee and the
Company...........................................46
Section 3.18.
Annual Statement as to
Compliance................................................46
Section 3.19.
Annual Independent Public Accountants' Servicing
Report..........................46
Section 3.20.
Rights of the Company in Respect of the Master
Servicer..........................46
Section 3.21.
Administration of Buydown
Funds..................................................46
Section 3.22.
Advance
Facility.................................................................46
ARTICLE IV
PAYMENTS TO
CERTIFICATEHOLDERS............................................................47
Section 4.01.
Certificate
Account..............................................................47
Section 4.02.
Distributions....................................................................47
Section 4.03.
Statements to Certificateholders; Statements to the Rating
Agencies;
Exchange Act
Reporting...........................................................52
Section 4.04.
Distribution of Reports to the Trustee and the Company; Advances by
the
Master
Servicer..................................................................52
Section 4.05.
Allocation of Realized
Losses....................................................54
Section 4.06.
Reports of Foreclosures and Abandonment of Mortgaged
Property....................55
Section 4.07.
Optional Purchase of Defaulted Mortgage
Loans....................................56
Section 4.08.
Surety
Bond......................................................................56
Section 4.09.
Basis Risk Shortfall Reserve
Fund................................................56
Section 4.10.
Class P Reserve
Account..........................................................56
ARTICLE V
THE
CERTIFICATES..........................................................................58
Section 5.01.
The
Certificates.................................................................58
Section 5.02.
Registration of Transfer and Exchange of
Certificates............................58
ARTICLE VI
THE COMPANY AND THE MASTER
SERVICER.......................................................64
Section 6.01.
Respective Liabilities of the Company and Master
Servicer........................64
Section 6.02.
Merger or Consolidation of the Company or Master Servicer;
Assignment of
Rights and Delegation of Duties by the Master
Servicer...........................64
Section 6.03.
Limitation on Liability of the Company, Master Servicer and
Others...............64
Section 6.04.
Company and Master Servicer Not to
Resign........................................64
ARTICLE VII
DEFAULT...................................................................................65
ARTICLE VIII
CONCERNING THE TRUSTEE AND SUPPLEMENTAL INTEREST TRUST
TRUSTEE............................66
Section 8.01.
Duties of the Trustee and Supplemental Interest Trust
Trustee....................66
Section 8.02.
Certain Matters Affecting the Trustee and Supplemental Interest
Trust
Trustee..........................................................................68
Section 8.03.
Trustee and Supplemental Interest Trust Trustee Not Liable for
Certificates or Mortgage
Loans...................................................69
Section 8.04.
Trustee and Supplemental Interest Trust Trustee May Own
Certificates.............70
Section 8.05.
Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification..............70
Section 8.06.
Eligibility Requirements for
Trustee.............................................71
Section 8.07.
Resignation and Removal of the Trustee and Supplemental Interest
Trust
Trustee..........................................................................71
Section 8.08.
Successor Trustee and Successor Supplemental Interest Trust Trustee
.............73
Section 8.09.
Merger or Consolidation of Trustee
..............................................73
Section 8.10.
Appointment of Co-Trustee or Separate
Trustee....................................74
Section 8.11.
Appointment of
Custodians........................................................74
Section 8.12.
Appointment of Office or
Agency..................................................74
ARTICLE IX
TERMINATION OR OPTIONAL PURCHASE OF ALL
CERTIFICATES......................................75
Section 9.01.
Optional Purchase by the Master Servicer of All Certificates;
Termination
Upon Purchase by the Master Servicer or Liquidation of All Mortgage
Loans........75
Section 9.02.
Additional Termination
Requirements..............................................77
Section 9.03.
Termination of Multiple
REMICs...................................................77
ARTICLE X
REMIC
PROVISIONS..........................................................................78
Section 10.01.
REMIC
Administration.............................................................78
Section 10.02.
Master Servicer; REMIC Administrator and Trustee
Indemnification.................78
Section 10.03.
Designation of
REMICs............................................................78
Section 10.04.
Distributions on the REMIC I Regular
Interests...................................78
Section 10.05.
Compliance with Withholding
Requirements.........................................78
ARTICLE XI
MISCELLANEOUS
PROVISIONS..................................................................80
Section 11.01.
Amendment........................................................................80
Section 11.02.
Recordation of Agreement;
Counterparts...........................................80
Section 11.03.
Limitation on Rights of
Certificateholders.......................................80
Section 11.04.
Governing
Laws...................................................................80
Section 11.05.
Notices..........................................................................80
Section 11.06.
Required Notices to Rating Agency and
Subservicer................................81
Section 11.07.
Severability of
Provisions.......................................................81
Section 11.08.
Supplemental Provisions for
Resecuritization.....................................81
Section 11.09.
Allocation of Voting
Rights......................................................81
Section 11.10.
No
Petition......................................................................81
ARTICLE XII
COMPLIANCE WITH REGULATION
AB.............................................................82
EXHIBITS AND SCHEDULES
Exhibit One:
Mortgage Loan Schedule
Exhibit Two:
Information to be Included in Monthly Distribution Date Statement
Exhibit Three:
Standard Terms of Pooling and Servicing Agreement, dated as of
December 1, 2006
Exhibit Four:
Form of Certificate to be Given by Certificate Owner
Exhibit Five:
Form of Certificate to be Given by Euroclear or Clearstream Banking
Exhibit Six:
Form of Transfer Certificate for Exchange or Transfer from 144A
Book-Entry
Certificate to Regulation S Book-Entry Certificate
Exhibit Seven:
Form of Certificate to be Given by Transferree of Beneficial
Interest in a
Regulation S Book-Entry Certificate
Exhibit Eight:
Form of Initial Purchaser Exchange Instructions
Exhibit Nine-A:
Form of Rule 144A Global Class B Certificate
Exhibit Nine-B:
Form of Permanent Regulation S Global Class B Certificate
Exhibit Nine-C:
Form of Temporary Regulation S Global Class B Certificate
This is a Series
Supplement,
dated as of
January 1, 2007 (the
"Series
Supplement"),
to the
Standard
Terms of Pooling and
Servicing
Agreement,
dated as of December 1, 2006 and attached as Exhibit Three hereto
(the
"Standard Terms" and, together with this Series Supplement,
the "Pooling and Servicing Agreement" or "Agreement"),
among RESIDENTIAL
ACCREDIT LOANS,
INC., as the company (together with its permitted
successors and assigns,
the
"Company"),
RESIDENTIAL
FUNDING
COMPANY,
LLC, as master
servicer
(together with its permitted
successors and
assigns,
the "Master Servicer"),
and DEUTSCHE BANK TRUST COMPANY AMERICAS,
as trustee and supplemental
interest
trust trustee (together with its permitted successors and assigns,
the "Trustee" and "Supplemental
Interest Trust
Trustee").
PRELIMINARY STATEMENT:
The
Company
intends
to
sell
mortgage
asset-backed
pass-through
certificates
(collectively,
the
"Certificates"),
to be issued
hereunder in multiple
classes,
which in the
aggregate
will
evidence the entire
beneficial ownership interest in the Mortgage Loans.
The terms and provisions of the Standard Terms are hereby
incorporated by reference
herein as though set
forth in full herein.
If any term or provision
contained
herein shall conflict with or be inconsistent
with any
provision
contained in the Standard Terms, the terms and provisions of this
Series
Supplement
shall govern.
All
capitalized
terms not
otherwise
defined
herein shall have the meanings
set forth in the
Standard
Terms.
The
Pooling and Servicing Agreement shall be dated as of the date of
this Series Supplement.
REMIC I
As provided herein,
the REMIC
Administrator will make an election to treat the segregated pool of
assets
consisting of the Mortgage
Loans and certain other related
assets
subject to this
Agreement
(but excluding the
Basis Risk
Shortfall
Reserve Fund) as a real estate
mortgage
investment
conduit (a "REMIC") for federal income
tax purposes,
and such segregated pool of assets will be designated as "REMIC I."
The Class R-I Certificates
will
represent
the sole Class of
"residual
interests"
in REMIC I for
purposes of the REMIC
Provisions
(as defined
herein)
under
federal
income tax law. The Class R-I
Certificates
will not bear
interest or have a Certificate
Principal
Balance.
The
following
table
irrevocably
sets
forth
the
designation,
remittance
rate
(the
"Uncertificated REMIC I Pass-Through Rate") and initial
Uncertificated
Principal Balance for each of the "regular
interests" in REMIC I (the "REMIC I Regular
Interests").
The "latest possible maturity date"
(determined
solely
for purposes of satisfying
Treasury
regulation
Section
1.860G-1(a)(4)(iii))
for each REMIC I Regular
Interest
shall be the Maturity Date.
None of the REMIC I Regular Interests will be certificated.
UNCERTIFICATED
REMIC I
INITIAL UNCERTIFICATED
DESIGNATION
PASS-THROUGH RATE
PRINCIPAL BALANCE
LT1
Variable(1)
$630,025,367.57
LT2
Variable(1)
$31,254,000.00
LT3
0.00%
$31,758.01
LT4
Variable(1)
$31,758.01
P
Regular((2))
$100.00
____________
(1)
Calculated as provided in the definition of "Uncertificated REMIC I
Pass Through Rate".
(2)
REMIC I Regular
Interest P will be
entitled
to the Class P Reserve
Account
Amount and all
Prepayment
Charges
received on Prepayment
Charge Loans, and these amounts will not be available for
distribution on
the other certificates.
REMIC I Regular Interest P will not be entitled to interest on any
amounts due.
REMIC II
As provided herein,
the REMIC
Administrator will elect to treat the segregated pool of assets
consisting
of the REMIC I Regular
Interests as a REMIC for federal income tax purposes,
and such
segregated
pool of assets
will be
designated
as REMIC II.
The Class
R-II
Certificates
will
represent
ownership
of the sole
Class of
"residual
interests"
in REMIC II for purposes of the REMIC
Provisions
under
federal
income tax law. The Class
R-II Certificates will not bear interest or have a Certificate
Principal
Balance.
The following table sets forth
the designation,
type, Pass-Through Rate, aggregate Initial Certificate Principal
Balance,
Maturity Date, initial
ratings and certain
features for each Class of
Certificates
that
evidence
"regular
interests" in REMIC II and
REMIC II Regular
Interests P, SB-IO and SB-PO (the "REMIC II Regular
Interests").
The "latest possible
maturity
date" (determined
solely for purposes of satisfying
Treasury
Regulation
Section
1.860G-1(a)(4)(iii))
for each
REMIC II Regular
Interest
shall be the Maturity Date.
REMIC II Regular
Interests P, SB-IO and SB-PO will not be
certificated.
AGGREGATE
INITIAL
CERTIFICATE
PASS-THROUGH
PRINCIPAL
MATURITY
S&P/
MINIMUM
DESIGNATION
RATE
BALANCE
FEATURES
DATE
MOODY'S
DENOMINATIONS
Class A-1
Adjustable
$343,670,000
Senior/Super
January 25, 2047
AAA/Aaa
$100,000.00
Rate(1)(2)
Senior/Adjustable Rate
Class A-2
Adjustable
Senior/Super
January 25, 2047
AAA/Aaa
$100,000.00
Rate(1)(2)
$143,200,000
Senior/Senior
Support/Adjustable Rate
Class A-3
Adjustable
Senior/Senior
January 25, 2047
AAA/Aaa
$100,000.00
Rate(1)(2)
$85,910,000
Support/Adjustable Rate
Class M-1
Adjustable
Mezzanine/Adjustable
January 25, 2047
AA/Aa1
$100,000.00
Rate(1)(2)
$13,865,000
Rate
Class M-2
Adjustable
Mezzanine/Adjustable
January 25, 2047
AA/Aa1
$100,000.00
Rate(1)(2)
$10,395,000
Rate
Class M-3
Adjustable
Mezzanine/Adjustable
January 25, 2047
AA-/Aa1
$100,000.00
Rate(1)(2)
$4,410,000
Rate
Class M-4
Adjustable
Mezzanine/Adjustable
January 25, 2047
A+/Aa2
$250,000.00
Rate(1)(2)
$5,360,000
Rate
Class M-5
Adjustable
Mezzanine/Adjustable
January 25, 2047
A+/Aa3
$250,000.00
Rate(1)(2)
$3,150,000
Rate
Class M-6
Adjustable
Mezzanine/Adjustable
January 25, 2047
A-/A1
$250,000.00
Rate(1)(2)
$3,150,000
Rate
Class M-7
Adjustable
Mezzanine/Adjustable
January 25, 2047
BBB+/A3
$250,000.00
Rate(1)(2)
$3,150,000
Rate
Class M-8
Adjustable
Mezzanine/Adjustable
January 25, 2047
BBB+/Baa1
$250,000.00
Rate(1)(2)
$2,520,000
Rate
Class M-9
Adjustable
Mezzanine/Adjustable
January 25, 2047
BBB-/Baa2
$250,000.00
Rate(1)(2)
$3,150,000
Rate
Class B
Adjustable
Subordinate/Adjustable
January 25, 2047
BB+/Ba1
$250,000.00
Rate(1)(2)
$3,150,000
Rate
SB-IO(3)
(3)
N/A
Subordinate/Interest
January 25, 2047
N/R
N/A
Only
SB-PO(4)
N/A
Subordinate/Principal
January 25, 2047
N/R
N/A
$5,040,137.60 Only
P (5)
N/A
$100
Prepayment Charge
January 25, 2047
N/R
N/A
__________
(1)
The REMIC II
Regular
Interests,
ownership of which is represented
by the Class A,
Class M and Class B
Certificates,
will
accrue
interest
at a per annum
rate equal to the lesser of
(i) LIBOR
plus the
applicable
Margin and (ii) the Net WAC Cap Rate.
(2)
The
Class A,
Class M
and Class B
Certificates
will also
entitle
their
holders to
receive
certain
payments
from
the
Holder
of the
Class SB
Certificates
from
amounts
to which
the
Holder
of the
Class SB
Certificates is entitled, which will not be a part of their
ownership of the related REMIC II Regular Interests.
(3)
REMIC II
Regular
Interest
SB-IO
shall have no
entitlement
to
principal,
and shall be
entitled
to
distributions of interest subject to the terms and conditions
hereof.
(4)
REMIC II
Regular
Interest
SB-PO
shall
have no
entitlement
to
interest,
and shall be
entitled
to
distributions
of
principal
subject to the terms and
conditions
hereof,
in an
aggregate
amount
equal to the
initial Overcollateralization Amount pursuant to the terms and
conditions hereof.
(5)
REMIC II
Regular
Interest
P will be
entitled
to 100% of all
amounts
paid or deemed
paid on REMIC I
Regular Interest P.
REMIC II Regular Interest P will not be entitled to interest on any
amounts due.
REMIC III
As provided herein,
the REMIC
Administrator will elect to treat the segregated pool of assets
consisting
of REMIC II Regular
Interests P, SB-IO and SB-PO as a REMIC for federal income tax
purposes,
and such
segregated
pool of assets will be designated as REMIC III. The Class R-X
Certificates
will
represent
ownership of the sole
Class of "residual
interests"
in REMIC III for purposes of the REMIC
Provisions
under
federal
income tax law.
The Class R-X
Certificates
will not bear interest or have a Certificate
Principal
Balance.
The following table
sets
forth
the
designation,
Pass-Through
Rate
and
Initial
Certificate
Principal
Balance
for the
Class P
Certificates
and Class SB
Certificates
which
evidence
the
"regular
interests"
in REMIC III (the
"REMIC III
Regular
Interests").
The "latest possible maturity date" (determined
solely for purposes of satisfying
Treasury
Regulation Section 1.860G-1(a)(4)(iii)) for each REMIC III Regular
Interest shall be the Maturity Date.
AGGREGATE INITIAL
CERTIFICATE PRINCIPAL
DESIGNATION
PASS-THROUGH RATE
BALANCE
Class P
N/A(1)
$100.00
Class SB
Variable Rate((2))
$5,040,137.60
_________
(1)
The Class P
Certificates
will not accrue
interest on their
Certificate
Principal
Balance.
REMIC III
Regular Interest P will be entitled to 100% of all amounts paid or
deemed paid on REMIC II Regular Interest P.
(2)
The Class SB
Certificates
will accrue
interest as described in the
definition
of Accrued
Certificate
Interest.
The Class SB Certificates will not accrue interest on their
Certificate
Principal
Balance.
REMIC III
Regular
Interest SB will not have a Pass-Through
Rate, but will be entitled to 100% of all amounts paid or deemed
paid on REMIC II Regular Interests SB-IO and SB-PO.
The Mortgage Loans have an aggregate Cut-off Date Principal Balance
equal to
$630,120,137.60.
The
Mortgage
Loans
are
payment-option
adjustable-rate
first
lien
mortgage
loans
with a
negative
amortization
feature
having
terms to maturity at
origination
or
modification
of
generally
not more than 40
years.
In consideration
of the mutual
agreements
herein
contained,
the Company,
the Master Servicer and the
Trustee agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01.
DEFINITIONS.
Whenever used in this Agreement,
the following words and phrases,
unless the context otherwise requires,
shall have the meanings specified in this Article.
Accrued Certificate
Interest:
With respect to each Distribution Date and each Class of Class A,
Class M
and Class B
Certificates,
interest
accrued
during
the
related
Interest
Accrual
Period
on the
Certificate
Principal
Balance
thereof
immediately
prior
to
such
Distribution
Date at the
Pass-Through
Rate
for
that
Distribution Date.
The amount of Accrued
Certificate
Interest on each
Class of
Class A, Class M and Class B
Certificates
shall be reduced by the amount of Prepayment
Interest
Shortfalls on the Mortgage
Loans during the prior calendar
month to the extent not covered by Compensating
Interest
pursuant to Section 3.16 and by Relief Act Shortfalls on
the Mortgage Loans during the related Due Period.
All such
reductions
with respect to the Mortgage Loans will be
allocated
among the Class A, Class M and Class B Certificates
in proportion to the amount of Accrued
Certificate
Interest payable on such Certificates on such Distribution Date
absent such reductions.
Accrued
Certificate
Interest
with
respect
to any Class of Class A-2,
Class
A-3,
Class M or Class B
Certificates
for any
Distribution
Date shall further be reduced by the interest
portion of Realized
Losses not
covered by Excess Cash Flow or the
Overcollateralization
Amount
allocated to the Class A-2 Certificates or Class
A-3 Certificates or any Class of Class M Certificates or Class B
Certificates pursuant to Section 4.05.
Accrued
Certificate
Interest with respect to the Class A, Class M and Class B
Certificates
shall accrue
on the basis of a 360-day year and the actual number of days in the
related Interest Accrual Period.
With
respect
to each
Distribution
Date and the
Class SB
Certificates,
interest
accrued
during the
preceding
Interest Accrual Period at the
Pass-Through
Rate on the Notional Amount as specified in the definition
of
Pass-Through
Rate,
immediately
prior to such
Distribution
Date,
reduced by any interest
shortfalls
with
respect to the Mortgage Loans,
including
Prepayment Interest Shortfalls to the extent not covered by
Compensating
Interest
pursuant to
Section 3.16
or by Excess
Cash Flow
pursuant to
Section 4.02(c)(iii)
and (iv).
Accrued
Certificate
Interest
on the
Class SB
Certificates
shall
accrue on the basis of a 360-day
year and the actual
number of days in the related Interest Accrual Period.
Adjustment
Date:
With respect to each Mortgage
Loan,
each date set forth in the related
Mortgage Note
on which an adjustment to the interest rate on such Mortgage Loan
becomes effective.
Available
Distribution
Amount:
As to any
Distribution
Date, an amount equal to (a) the sum of (i) the
amount
relating
to the
Mortgage
Loans on deposit in the
Custodial
Account as of the close of
business on the
immediately
preceding
Determination
Date,
including any
Subsequent
Recoveries,
and amounts
deposited in the
Custodial
Account in connection with the substitution of Qualified
Substitute
Mortgage Loans, (ii) the amount of
any Advance made on the immediately
preceding
Certificate Account Deposit Date, (iii) any amount deposited in the
Certificate
Account on the related
Certificate
Account Deposit Date pursuant to the second
paragraph of Section
3.12(a),
(iv) any amount
deposited in the Certificate
Account
pursuant to Section 4.07 or Section 9.01, (v) any
amount that the Master
Servicer
is not
permitted
to
withdraw
from the
Custodial
Account or the
Certificate
Account
pursuant
to Section
3.16(e),
(vi) any amount
received
by the
Trustee
pursuant to the Surety Bond in
respect of such
Distribution
Date and (vii) the
proceeds of any Pledged Assets received by the Master
Servicer,
reduced
by (b)
the sum as of the
close
of
business
on the
immediately
preceding
Determination
Date of (x)
aggregate
Foreclosure
Profits,
(y) the Amount
Held for Future
Distribution,
and (z) amounts
permitted
to be
withdrawn by the Master
Servicer from the Custodial
Account in respect of the Mortgage
Loans pursuant to clauses
(ii)-(x), inclusive, of Section 3.10(a).
Available
Funds Rate:
With respect to any
Distribution
Date, a per annum rate equal to (i) the product
of (x) the Interest
Remittance Amount plus full and partial Principal
Prepayments
available to be distributed on
such
Distribution
Date and (y) a
fraction,
the
numerator
of which is 12 and the
denominator
of which is the
aggregate Stated Principal
Balance of the Mortgage Loans as of such Distribution
Date,
adjusted to an actual/360
rate.
Basis Risk Shortfall:
With respect to the Class A, Class M or Class B Certificates
and any
Distribution
Date, the sum of (a) an amount equal to the excess, if any, of (x)
Accrued
Certificate
Interest for such Class of
Certificates
calculated
at a per annum rate equal to LIBOR plus the related
Margin for such
Distribution
Date,
over (y) Accrued
Certificate
Interest
for such Class
calculated
assuming the Net Rate Cap was equal to the Net
WAC Cap
Rate for
such
Distribution
Date,
(b) any
shortfalls
for such
Class calculated
pursuant
to
clause
(a) above
remaining
unpaid from prior
Distribution
Dates, and (c) interest on the amount in clause (b) from the
Distribution
Date on which such amount was
incurred
at a per annum rate equal to LIBOR plus the
related
Margin
for the current Distribution Date.
Basis Risk Shortfall Reserve Fund:
The reserve fund created pursuant to Section 4.09.
Basis Risk Shortfall Reserve Fund Amount:
$242,000.
Book-Entry Certificate:
The Class A, Class M and Class B Certificates.
Capitalization
Reimbursement
Amount:
As to any
Distribution
Date, the amount of Advances or Servicing
Advances that were added to the Stated
Principal
Balance of the Mortgage
Loans during the prior
calendar
month
and
reimbursed to the Master
Servicer or Subservicer
on or prior to such
Distribution
Date pursuant to Section
3.10(a)(vii),
plus the
Capitalization
Reimbursement
Shortfall
Amount
remaining
unreimbursed
from any
prior
Distribution Date and reimbursed to the Master Servicer or
Subservicer on or prior to such Distribution Date.
Capitalization
Reimbursement
Shortfall
Amount:
As to any
Distribution
Date,
the amount,
if any, by
which the
amount of
Advances
or
Servicing
Advances
that were
added to the
Stated
Principal
Balance of the
Mortgage Loans during the preceding
calendar month exceeds the amount of principal
payments on the Mortgage Loans
included in the Available Distribution Amount for that Distribution
Date.
Certificate:
Any Class A, Class M, Class B, Class SB, Class P or Class R
Certificate.
Certificate
Account:
The separate
account or accounts
created and maintained
pursuant to Section 4.01
of the Standard Terms,
which shall be entitled
"DEUTSCHE BANK TRUST COMPANY
AMERICAS,
as trustee,
in trust for
the registered
holders of Residential
Accredit Loans,
Inc.,
Mortgage
Asset-Backed
Pass-Through
Certificates,
Series 2007-QO1" and which must be an Eligible Account.
Certificate Policy:
None.
Certificate
Principal Balance:
With respect to any Class A, Class M or Class B Certificate,
on any date
of
determination,
an amount
equal to (i) the
Initial
Certificate
Principal
Balance
of such
Certificate
as
specified on the face thereof minus (ii) the sum of (x) the
aggregate of all amounts
previously
distributed
with
respect to such
Certificate
(or any
predecessor
Certificate)
and applied to reduce the
Certificate
Principal
Balance
thereof
pursuant
to
Section
4.02(c)
and (y) in the case of the Class A-2
Certificates
and Class A-3
Certificates
and any Class of Class M Certificates
and Class B
Certificates,
the aggregate of all reductions in
Certificate
Principal
Balance deemed to have occurred in connection
with Realized
Losses which were
previously
allocated to such
Certificate
(or any
predecessor
Certificate)
pursuant to Section 4.05;
provided,
that with
respect to any Distribution
Date, the Certificate
Principal Balance of the Class A-2, Class A-3, Class M-1, Class
M-2, Class M-3, Class M-4,
Class M-5,
Class M-6,
Class M-7,
Class M-8, Class M-9 and Class B
Certificates,
in
that order,
will be
increased
to the extent of
Realized
Losses
previously
allocated
thereto
and
remaining
unreimbursed,
but only to the extent of Subsequent
Recoveries
received during the preceding calendar month. With
respect to each Class SB
Certificate,
on any date of
determination,
an amount equal to the Percentage
Interest
evidenced by such
Certificate,
multiplied by an amount equal to (i) the excess, if any, of (A) the
then aggregate
Stated Principal
Balance of the Mortgage Loans over (B) the then aggregate
Certificate
Principal
Balance of the
Class A, Class M and Class B Certificates then
outstanding,
which represents the sum of (i) the Initial Principal
Balance of the REMIC II Regular
Interest
SB-PO,
as reduced by Realized
Losses
allocated
thereto and
payments
deemed made thereon,
and (ii) accrued and unpaid
interest on the REMIC II Regular
Interest
SB-IO, as reduced by
Realized Losses allocated thereto.
The Class R Certificates will not have a Certificate
Principal
Balance.
With
respect to any Class P Certificate,
on any date of determination,
an amount equal to (i) the Initial
Certificate
Principal
Balance of such
Certificate
as specified on the face
thereof
minus (ii) the Class P Reserve
Account
Amount distributed and applied to reduce the Certificate Principal
Balance thereof pursuant to Section 4.02(i).
Class A
Certificate:
Any one of the Class
A-1,
Class A-2 or Class A-3
Certificates,
executed
by the
Trustee and authenticated by the Certificate
Registrar
substantially in the form annexed to the Standard Terms as
Exhibit A, senior to the Class M, Class B, Class SB and Class R
Certificates
with
respect to
distributions
and
the allocation of Realized
Losses as set forth in Section 4.05,
and
evidencing
(i) an interest
designated as a
"regular
interest"
in REMIC II for
purposes
of the REMIC
Provisions
and (ii) the right to receive
Basis Risk
Shortfalls.
Class A Principal
Distribution
Amount:
With respect to any Distribution
Date (i) prior to the Stepdown
Date or on or after the Stepdown Date if a Trigger
Event is in effect for that
Distribution
Date,
the Principal
Distribution
Amount for that
Distribution Date or (ii) on or after the Stepdown Date if a
Trigger Event is not in
effect for that Distribution Date, the lesser of:
(i) the Principal Distribution Amount for that Distribution Date;
and
(ii)the
excess,
if any,
of (A) the
aggregate
Certificate
Principal
Balance of the Class A
Certificates
immediately
prior to that
Distribution
Date over (B) the lesser of (x) the
product
of (1) the
applicable
Subordination
Percentage and (2) the aggregate
Stated
Principal
Balance of the Mortgage Loans after giving
effect to
distributions
to be made on that
Distribution
Date and (y) the excess,
if any, of the aggregate
Stated
Principal
Balance of the
Mortgage
Loans after
giving
effect to
distributions
to be made on that
Distribution Date, over the Overcollateralization Floor.
Class A-1
Certificate:
The Class A-1
Certificates,
executed by the Trustee
and
authenticated
by the
Certificate Registrar substantially in the form annexed to the
Standard Terms as Exhibit A.
Class A-1 Margin:
With respect to any Distribution
Date prior to the second
Distribution Date after the
first possible
Optional
Termination
Date, 0.15% per annum,
and on any Distribution
Date on or after the second
Distribution Date after the first possible Optional Termination
Date, 0.30% per annum.
Class A-2
Certificate:
The Class A-2
Certificates,
executed by the Trustee
and
authenticated
by the
Certificate Registrar substantially in the form annexed to the
Standard Terms as Exhibit A.
Class A-2 Margin:
With respect to any Distribution
Date prior to the second
Distribution Date after the
first possible
Optional
Termination
Date, 0.19% per annum,
and on any Distribution
Date on or after the second
Distribution Date after the first possible Optional Termination
Date, 0.38% per annum.
Class A-3
Certificate:
The Class A-3
Certificates,
executed by the Trustee
and
authenticated
by the
Certificate Registrar substantially in the form annexed to the
Standard Terms as Exhibit A.
Class A-3 Margin:
With respect to any Distribution
Date prior to the second
Distribution Date after the
first possible
Optional
Termination
Date, 0.24% per annum,
and on any Distribution
Date on or after the second
Distribution Date after the first possible Optional Termination
Date, 0.48% per annum.
Class A-P Certificates:
None.
Class B
Certificate:
The
Class
B
Certificates,
executed
by the
Trustee
and
authenticated
by the
Certificate
Registrar
substantially
in the form annexed to the Standard
Terms as Exhibit C, senior to the Class
SB Certificates
and Class R Certificates
with respect to
distributions
and the allocation of Realized Losses as
set forth in Section
4.05,
and
evidencing
(i) an interest
designated
as a "regular
interest" in REMIC II for
purposes of the REMIC Provisions and (ii) the right to receive
Basis Risk Shortfalls.
Class B Margin:
With respect to any
Distribution
Date prior to the second
Distribution
Date after the
first possible
Optional
Termination
Date,
1.500% per annum, and on any Distribution Date on or after the
second
Distribution Date after the first possible Optional Termination
Date, 2.250% per annum.
Class B Principal
Distribution
Amount:
With respect to any Distribution
Date (i) prior to the Stepdown
Date or on or after the Stepdown Date if a Trigger
Event is in effect for that
Distribution
Date,
the remaining
Principal
Distribution Amount for that Distribution Date after distribution
of the Class A Principal
Distribution
Amount and Class M
Principal
Distribution
Amount or (ii) on or after the Stepdown Date if a Trigger Event is
not
in effect for that Distribution Date, the lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of
the Class A Principal Distribution Amount and Class M Principal
Distribution Amount; and
(ii)
the excess,
if any, of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the
Class A and Class M
Certificates
(after
taking into
account the payment of the Class A
Principal
Distribution
Amount and Class M Principal
Distribution
Amount for that Distribution
Date) and (2) the
Certificate
Principal
Balance of the Class B
Certificates
immediately
prior to that
Distribution
Date over (B) the lesser of (x) the
product of (1) the
applicable
Subordination
Percentage
and (2) the aggregate
Stated
Principal
Balance of the
Mortgage Loans after giving effect to distributions
to be made on that
Distribution
Date and (y) the excess,
if
any, of the aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to
distributions to be
made on that Distribution Date, over the Overcollateralization
Floor.
Class M
Certificates:
Collectively,
the Class M-1,
Class M-2,
Class M-3,
Class M-4, Class M-5, Class
M-6, Class M-7, Class M-8 and Class M-9 Certificates.
Class M Principal
Distribution
Amount:
With respect to any Distribution
Date, the sum of the Class M-1
Principal Distribution Amount,
Class M-2 Principal
Distribution Amount,
Class M-3 Principal Distribution Amount,
Class M-4
Principal
Distribution
Amount,
Class M-5
Principal
Distribution
Amount,
Class M-6
Principal
Distribution
Amount,
Class M-7
Principal
Distribution
Amount,
Class M-8
Principal
Distribution
Amount
and
Class M-9 Principal Distribution Amount for that Distribution Date.
Class M-1
Certificate:
Any one of the Class M-1 Certificates
executed by the Trustee and
authenticated
by the Certificate
Registrar
substantially
in the form annexed to the Standard Terms as Exhibit B, senior to
the
Class M-2,
Class M-3,
Class M-4,
Class M-5,
Class M-6,
Class M-7,
Class M-8,
Class M-9, Class SB and Class R
Certificates
with respect to
distributions
and the
allocation of Realized
Losses as set forth in Section 4.05,
and
evidencing
(i) an
interest
designated
as a
"regular
interest"
in REMIC
III for
purposes
of the REMIC
Provisions and (ii) the right to receive Basis Risk Shortfalls.
Class M-1 Margin:
With respect to any Distribution
Date prior to the second
Distribution Date after the
first possible
Optional
Termination
Date,
0.340% per annum, and on any Distribution Date on or after the
second
Distribution Date after the first possible Optional Termination
Date, 0.510% per annum.
Class
M-1
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date
(i)
prior to the
Stepdown
Date or on or after the Stepdown
Date if a Trigger Event is in effect for that
Distribution
Date,
the
remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the Class A Principal
Distribution
Amount
or
(ii) on or
after
the
Stepdown
Date if a
Trigger
Event
is not in
effect
for
that
Distribution Date, the lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of
the Class A Principal Distribution Amount; and
(ii)
the excess,
if any, of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the
Class A
Certificates (after taking into account the payment of the Class A
Principal
Distribution Amount for that
Distribution Date) and (2) the
Certificate
Principal Balance of the Class M-1
Certificates
immediately prior to
that Distribution Date over (B) the lesser of (x) the product of
(1) the
applicable
Subordination
Percentage and
(2) the
aggregate Stated
Principal
Balance of the Mortgage Loans after giving effect to distributions
to be made
on that
Distribution
Date and (y) the excess,
if any, of the aggregate Stated Principal
Balance of the Mortgage
Loans after giving effect to distributions
to be made on that
Distribution
Date, over the
Overcollateralization
Floor.
Class M-2
Certificate:
Any one of the Class M-2 Certificates
executed by the Trustee and
authenticated
by the Certificate
Registrar
substantially
in the form annexed to the Standard Terms as Exhibit B, senior to
the
Class M-3,
Class M-4,
Class M-5,
Class M-6,
Class M-7,
Class M-8, Class M-9, Class SB and Class R Certificates
with respect to
distributions
and the allocation of Realized
Losses as set forth in Section 4.05, and evidencing
(i) an interest
designated as a "regular
interest" in REMIC III for purposes of the REMIC Provisions and
(ii) the
right to receive Basis Risk Shortfalls.
Class M-2 Margin:
With respect to any Distribution
Date prior to the second
Distribution Date after the
first possible
Optional
Termination
Date,
0.370% per annum, and on any Distribution Date on or after the
second
Distribution Date after the first possible Optional Termination
Date, 0.555% per annum.
Class
M-2
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date
(i)
prior to the
Stepdown
Date or on or after the Stepdown
Date if a Trigger Event is in effect for that
Distribution
Date,
the
remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the Class A Principal
Distribution
Amount
and
Class M-1
Principal
Distribution
Amount
or (ii) on or after the
Stepdown
Date if a
Trigger Event is not in effect for that Distribution Date, the
lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of
the Class A Principal Distribution Amount and the Class M-1
Principal Distribution Amount; and
(ii)
the excess,
if any, of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the
Class A
Certificates and Class M-1
Certificates
(after taking into account the payment of the Class A
Principal
Distribution
Amount and the
Class M-1
Principal
Distribution
Amount for that
Distribution
Date) and
(2) the
Certificate
Principal
Balance of the Class M-2
Certificates
immediately
prior to that
Distribution
Date over
(B) the lesser of (x) the
product of (1) the
applicable
Subordination
Percentage and (2) the
aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to distributions
to be made on that
Distribution Date
and (y) the excess,
if any, of the aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect
to distributions to be made on that Distribution Date, over the
Overcollateralization Floor.
Class M-3
Certificate:
Any one of the Class M-3 Certificates
executed by the Trustee and
authenticated
by the Certificate
Registrar
substantially
in the form annexed to the Standard Terms as Exhibit B, senior to
the
Class M-4, Class M-5, Class M-6,
Class M-7, Class M-8, Class M-9, Class SB
Certificates
and Class R Certificates
with respect to
distributions
and the allocation of Realized
Losses as set forth in Section 4.05, and evidencing
(i) an interest
designated as a "regular
interest" in REMIC III for purposes of the REMIC Provisions and
(ii) the
right to receive Basis Risk Shortfalls.
Class M-3 Margin:
With respect to any Distribution
Date prior to the second
Distribution Date after the
first possible
Optional
Termination
Date,
0.390% per annum, and on any Distribution Date on or after the
second
Distribution Date after the first possible Optional Termination
Date, 0.585% per annum.
Class
M-3
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date
(i)
prior to the
Stepdown
Date or on or after the Stepdown
Date if a Trigger Event is in effect for that
Distribution
Date,
the
remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the Class A Principal
Distribution Amount,
Class M-1 Principal
Distribution Amount and Class M-2 Principal
Distribution Amount or (ii)
on or after the Stepdown Date if a Trigger Event is not in effect
for that Distribution Date, the lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of
the Class A
Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount and
Class M-2
Principal
Distribution Amount; and
(ii)
the excess,
if any, of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the
Class A,
Class M-1 and
Class M-2
Certificates
(after
taking into account the payment of the Class A
Principal
Distribution
Amount, the Class M-1 Principal
Distribution Amount and the Class M-2 Principal
Distribution Amount
for that Distribution Date) and (2) the
Certificate
Principal Balance of the Class M-3
Certificates
immediately
prior to that
Distribution
Date over
(B) the
lesser of
(x) the
product of
(1) the
applicable
Subordination
Percentage
and
(2) the
aggregate
Stated
Principal
Balance
of the
Mortgage
Loans
after
giving
effect
to
distributions to be made on that
Distribution
Date and (y) the excess,
if any, of the aggregate Stated Principal
Balance of the Mortgage Loans after giving effect to distributions
to be made on that
Distribution
Date, over the
Overcollateralization Floor.
Class M-4
Certificate:
Any one of the Class M-4 Certificates
executed by the Trustee and
authenticated
by the Certificate
Registrar
substantially
in the form annexed to the Standard Terms as Exhibit B, senior to
the
Class M-5,
Class M-6,
Class M-7,
Class M-8,
Class M-9,
Class SB
Certificates
and Class R
Certificates
with
respect to
distributions
and the
allocation of Realized
Losses as set forth in Section 4.05, and evidencing (i)
an interest
designated
as a "regular
interest"
in REMIC III for purposes of the REMIC
Provisions
and (ii) the
right to receive Basis Risk Shortfalls.
Class M-4 Margin:
With respect to any Distribution
Date prior to the second
Distribution Date after the
first possible
Optional
Termination
Date,
0.420% per annum, and on any Distribution Date on or after the
second
Distribution Date after the first possible Optional Termination
Date, 0.630% per annum.
Class
M-4
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date
(i)
prior to the
Stepdown
Date or on or after the Stepdown
Date if a Trigger Event is in effect for that
Distribution
Date,
the
remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the Class A Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
Class M-2
Principal
Distribution
Amount
and
Class M-3
Principal
Distribution Amount or (ii) on or after the Stepdown Date if a
Trigger Event is not in effect
for that Distribution Date, the lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of
the
Class A
Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
Class M-2
Principal
Distribution Amount and Class M-3 Principal Distribution Amount;
and
(ii)
the excess,
if any, of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the
Class A,
Class M-1,
Class M-2
and Class M-3
Certificates
(after taking into account the payment of the Class A
Principal
Distribution Amount, the Class M-1 Principal
Distribution Amount, the Class M-2 Principal
Distribution
Amount
and the
Class M-3
Principal
Distribution
Amount for that
Distribution
Date) and
(2) the
Certificate
Principal
Balance of the Class M-4
Certificates
immediately
prior to that Distribution Date over (B) the lesser
of (x) the product of (1) the
applicable
Subordination
Percentage and (2) the aggregate Stated Principal Balance
of the
Mortgage
Loans after
giving
effect to
distributions
to be made on that
Distribution
Date and (y) the
excess,
if any,
of the
aggregate
Stated
Principal
Balance
of the
Mortgage
Loans
after
giving
effect
to
distributions to be made on that Distribution Date, over the
Overcollateralization Floor.
Class M-5
Certificate:
Any one of the Class M-5 Certificates
executed by the Trustee and
authenticated
by the Certificate
Registrar
substantially
in the form annexed to the Standard Terms as Exhibit B, senior to
the
Class M-6,
Class M-7,
Class M-8,
Class M-9,
Class SB
Certificates
and Class R
Certificates
with
respect to
distributions
and the
allocation of Realized
Losses as set forth in Section 4.05, and evidencing (i) an interest
designated
as a
"regular
interest"
in REMIC
III for
purposes
of the REMIC
Provisions
and (ii) the right to
receive Basis Risk Shortfalls.
Class M-5 Margin:
With respect to any Distribution
Date prior to the second
Distribution Date after the
first possible
Optional
Termination
Date,
0.460% per annum, and on any Distribution Date on or after the
second
Distribution Date after the first possible Optional Termination
Date, 0.690% per annum.
Class
M-5
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date
(i)
prior to the
Stepdown
Date or on or after the Stepdown
Date if a Trigger Event is in effect for that
Distribution
Date,
the
remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the Class A Principal
Distribution Amount,
Class M-1 Principal Distribution Amount,
Class M-2 Principal Distribution Amount,
Class M-3
Principal
Distribution
Amount and Class M-4
Principal
Distribution Amount or (ii) on or after the Stepdown Date
if a Trigger Event is not in effect for that Distribution Date, the
lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of
the Class A Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
the Class M-2
Principal
Distribution Amount, Class M-3 Principal Distribution Amount and
Class M-4 Principal Distribution Amount; and
(ii)
the excess,
if any, of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the
Class A, Class M-1,
Class M-2,
Class M-3 and Class M-4 Certificates (after taking into account the
payment of the
Class A Principal
Distribution
Amount,
the Class M-1
Principal
Distribution
Amount,
the Class M-2
Principal
Distribution
Amount, the Class M-3 Principal
Distribution Amount and the Class M-4 Principal
Distribution Amount
for that Distribution Date) and (2) the
Certificate
Principal Balance of the Class M-5
Certificates
immediately
prior to that
Distribution
Date over
(B) the
lesser of
(x) the
product of
(1) the
applicable
Subordination
Percentage
and
(2) the
aggregate
Stated
Principal
Balance
of the
Mortgage
Loans
after
giving
effect
to
distributions to be made on that
Distribution
Date and (y) the excess,
if any, of the aggregate Stated Principal
Balance of the Mortgage Loans after giving effect to distributions
to be made on that
Distribution
Date, over the
Overcollateralization Floor.
Class M-6
Certificate:
Any one of the Class M-6 Certificates
executed by the Trustee and
authenticated
by the Certificate
Registrar
substantially
in the form annexed to the Standard Terms as Exhibit B, senior to
the
Class M-7, Class M-8, Class M-9, Class SB Certificates and Class R
Certificates
with respect to distributions
and
the allocation of Realized
Losses as set forth in Section 4.05,
and
evidencing
(i) an interest
designated as a
"regular
interest"
in REMIC III for
purposes of the REMIC
Provisions
and (ii) the right to receive
Basis Risk
Shortfalls.
Class M-6 Margin:
With respect to any Distribution
Date prior to the second
Distribution Date after the
first possible
Optional
Termination
Date,
0.570% per annum, and on any Distribution Date on or after the
second
Distribution Date after the first possible Optional Termination
Date, 0.855% per annum.
Class
M-6
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date
(i)
prior to the
Stepdown
Date or on or after the Stepdown
Date if a Trigger Event is in effect for that
Distribution
Date,
the
remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the Class A Principal
Distribution Amount,
Class M-1 Principal Distribution Amount,
Class M-2 Principal Distribution Amount,
Class M-3
Principal
Distribution
Amount,
Class M-4
Principal
Distribution
Amount and Class M-5
Principal
Distribution
Amount or (ii) on or after the Stepdown Date if a Trigger Event is
not in effect for that
Distribution
Date,
the
lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of
the Class A Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
the Class M-2
Principal
Distribution
Amount,
Class M-3
Principal
Distribution
Amount,
Class M-4
Principal
Distribution
Amount
and
Class M-5 Principal Distribution Amount; and
(ii)
the excess,
if any, of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the
Class A,
Class M-1,
Class M-2,
Class M-3,
Class M-4 and Class M-5
Certificates
(after taking into account the
payment of the Class A Principal
Distribution
Amount, the Class M-1 Principal
Distribution Amount, the Class M-2
Principal
Distribution Amount, the Class M-3 Principal
Distribution Amount, the Class M-4 Principal
Distribution
Amount
and the
Class M-5
Principal
Distribution
Amount for that
Distribution
Date) and
(2) the
Certificate
Principal
Balance of the Class M-6
Certificates
immediately
prior to that Distribution Date over (B) the lesser
of (x) the product of (1) the
applicable
Subordination
Percentage and (2) the aggregate Stated Principal Balance
of the
Mortgage
Loans after
giving
effect to
distributions
to be made on that
Distribution
Date and (y) the
excess,
if any,
of the
aggregate
Stated
Principal
Balance
of the
Mortgage
Loans
after
giving
effect
to
distributions to be made on that Distribution Date, over the
Overcollateralization Floor.
Class M-7
Certificate:
Any one of the Class M-7 Certificates
executed by the Trustee and
authenticated
by the Certificate
Registrar
substantially
in the form annexed to the Standard Terms as Exhibit B, senior to
the
Class M-8,
Class M-9,
Class SB
Certificates
and Class R
Certificates
with
respect to
distributions
and the
allocation
of
Realized
Losses as set forth in Section
4.05,
and
evidencing
(i) an interest
designated
as a
"regular
interest"
in REMIC III for
purposes of the REMIC
Provisions
and (ii) the right to receive
Basis Risk
Shortfalls.
Class M-7 Margin:
With respect to any Distribution
Date prior to the second
Distribution Date after the
first possible
Optional
Termination
Date,
1.150% per annum, and on any Distribution Date on or after the
second
Distribution Date after the first possible Optional Termination
Date, 1.725% per annum.
Class
M-7
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date
(i)
prior to the
Stepdown
Date or on or after the Stepdown
Date if a Trigger Event is in effect for that
Distribution
Date,
the
remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the Class A Principal
Distribution Amount,
Class M-1 Principal Distribution Amount,
Class M-2 Principal Distribution Amount,
Class M-3
Principal
Distribution Amount,
Class M-4 Principal
Distribution Amount,
Class M-5 Principal Distribution Amount
and
Class M-6
Principal
Distribution
Amount or (ii) on or after the Stepdown
Date if a Trigger Event is not in
effect for that Distribution Date, the lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of
the
Class A
Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
Class M-2
Principal
Distribution Amount,
Class M-3 Principal Distribution Amount,
Class M-4 Principal Distribution Amount,
Class M-5
Principal Distribution Amount and Class M-6 Principal Distribution
Amount; and
(ii)
the excess,
if any, of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the
Class A,
Class M-1,
Class M-2,
Class M-3,
Class M-4,
Class M 5 and Class M-6
Certificates
(after taking into
account the
payment of the
Class A
Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
Class M-2 Principal Distribution Amount,
Class M-3 Principal Distribution Amount, Class M-4 Principal
Distribution
Amount,
Class M-5 Principal
Distribution Amount and Class M-6 Principal Distribution Amount for
that Distribution
Date)
and
(2)
the
Certificate
Principal
Balance
of the
Class M-7
Certificates
immediately
prior
to that
Distribution
Date over (B) the lesser of (x) the product of (1) the
applicable
Subordination
Percentage and (2)
the aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to
distributions to be made on
that
Distribution
Date and (y) the excess,
if any, of the
aggregate
Stated
Principal
Balance of the Mortgage
Loans after giving effect to distributions
to be made on that
Distribution
Date, over the
Overcollateralization
Floor.
Class M-8
Certificate:
Any one of the Class M-8 Certificates
executed by the Trustee and
authenticated
by the Certificate
Registrar
substantially
in the form annexed to the Standard Terms as Exhibit B, senior to
the
Class M-9, Class SB
Certificates
and Class R
Certificates
with respect to
distributions
and the allocation of
Realized
Losses as set forth in Section 4.05, and evidencing
(i) an interest
designated as a "regular
interest"
in REMIC III for purposes of the REMIC Provisions and (ii) the
right to receive Basis Risk Shortfalls.
Class M-8 Margin:
With respect to any Distribution
Date prior to the second
Distribution Date after the
first possible
Optional
Termination
Date,
1.400% per annum, and on any Distribution Date on or after the
second
Distribution Date after the first possible Optional Termination
Date, 2.100% per annum.
Class
M-8
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date
(i)
prior to the
Stepdown
Date or on or after the Stepdown
Date if a Trigger Event is in effect for that
Distribution
Date,
the
remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the Class A Principal
Distribution Amount,
Class M-1 Principal Distribution Amount,
Class M-2 Principal Distribution Amount,
Class M-3
Principal Distribution Amount,
Class M-4 Principal
Distribution Amount,
Class M-5 Principal Distribution Amount,
Class M-6
Principal
Distribution
Amount
and
Class M-7
Principal
Distribution
Amount or (ii) on or after the
Stepdown Date if a Trigger Event is not in effect for that
Distribution Date, the lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of
the
Class A
Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
Class M-2
Principal
Distribution Amount,
Class M-3 Principal Distribution Amount,
Class M-4 Principal Distribution Amount,
Class M-5
Principal
Distribution
Amount,
Class M-6
Principal
Distribution
Amount and Class M-7
Principal
Distribution
Amount; and
(ii)
the excess,
if any, of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the
Class A,
Class M-1,
Class M-2,
Class M-3,
Class M-4,
Class M 5,
Class M-6 and Class M-7
Certificates
(after
taking into account the payment of the Class A Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
Class M-2 Principal
Distribution Amount,
Class M-3 Principal
Distribution
Amount,
Class M-4 Principal
Distribution
Amount,
Class M-5
Principal
Distribution
Amount,
Class M-6
Principal
Distribution
Amount
and
Class M-7 Principal
Distribution
Amount for that Distribution Date) and (2) the Certificate
Principal Balance of
the Class M-8
Certificates
immediately
prior to that Distribution Date over (B) the lesser of (x) the
product of
(1) the applicable
Subordination
Percentage and (2) the aggregate Stated Principal
Balance of the Mortgage Loans
after
giving
effect to
distributions
to be made on that
Distribution
Date and (y) the excess,
if any, of the
aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to distributions
to be made on that
Distribution Date, over the Overcollateralization Floor.
Class M-9
Certificate:
Any one of the Class M-9 Certificates
executed by the Trustee and
authenticated
by the Certificate
Registrar
substantially
in the form annexed to the Standard Terms as Exhibit B, senior to
the
Class SB
Certificates
and Class R
Certificates
with respect to
distributions
and the
allocation
of Realized
Losses as set forth in Section 4.05,
and evidencing
(i) an interest
designated as a "regular
interest" in REMIC
III for purposes of the REMIC Provisions and (ii) the right to
receive Basis Risk Shortfalls.
Class M-9 Margin:
With respect to any Distribution
Date prior to the second
Distribution Date after the
first possible
Optional
Termination
Date,
1.500% per annum, and on any Distribution Date on or after the
second
Distribution Date after the first possible Optional Termination
Date, 2.250% per annum.
Class
M-9
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date
(i)
prior to the
Stepdown
Date or on or after the Stepdown
Date if a Trigger Event is in effect for that
Distribution
Date,
the
remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the Class A Principal
Distribution Amount,
Class M-1 Principal Distribution Amount,
Class M-2 Principal Distribution Amount,
Class M-3
Principal Distribution Amount,
Class M-4 Principal
Distribution Amount,
Class M-5 Principal Distribution Amount,
Class M-6
Principal
Distribution
Amount,
Class M-7
Principal
Distribution
Amount
and
Class M-8
Principal
Distribution
Amount
or
(ii) on or
after
the
Stepdown
Date if a
Trigger
Event
is not in
effect
for
that
Distribution Date, the lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of
the
Class A
Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
Class M-2
Principal
Distribution Amount,
Class M-3 Principal Distribution Amount,
Class M-4 Principal Distribution Amount,
Class M-5
Principal
Distribution Amount,
Class M-6 Principal
Distribution Amount,
Class M-7 Principal Distribution Amount
and Class M-8 Principal Distribution Amount; and
(ii)
the excess,
if any, of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the
Class A, Class M-1,
Class M-2,
Class M-3,
Class M-4,
Class M 5, Class M-6, Class M-7 and Class M-8 Certificates
(after
taking
into
account
the
payment of the
Class A
Principal
Distribution
Amount,
Class M-1
Principal
Distribution Amount,
Class M-2 Principal Distribution Amount,
Class M-3 Principal Distribution Amount,
Class M-4
Principal Distribution Amount,
Class M-5 Principal
Distribution Amount,
Class M-6 Principal Distribution Amount,
Class M-7 Principal
Distribution
Amount and Class M-8
Principal
Distribution Amount for that Distribution Date)
and (2) the
Certificate
Principal
Balance of the Class M-9
Certificates
immediately prior to that Distribution
Date over (B) the lesser of (x) the product of (1) the
applicable
Subordination
Percentage and (2) the aggregate
Stated
Principal
Balance
of the
Mortgage
Loans
after
giving
effect
to
distributions
to be
made
on that
Distribution
Date and (y) the excess,
if any, of the aggregate
Stated
Principal
Balance of the Mortgage
Loans
after giving effect to distributions to be made on that
Distribution Date, over the Overcollateralization Floor.
Class P Certificate:
Any one of the Class P
Certificates
executed by the Trustee and
authenticated
by
the
Certificate
Registrar
substantially
in the form annexed to the Standard
Terms as Exhibit C-I
evidencing a
percentage
interest in (i) any Prepayment
Charges and (ii) the Class P Reserve Account Amount held in the
Class P
Reserve
Account,
and
evidencing
ownership of an interest
designated
as a "regular
interest" in REMIC III for
purposes of the REMIC Provisions .
Class P Reserve
Account:
The account
established and maintained by the Trustee pursuant to Section 4.10
hereof.
Class P Reserve Account Amount:
$100.
Class R Certificate:
Any one of the Class R-I, Class R-II or Class R-X Certificates.
Class R-I
Certificate:
Any one of the Class R-I Certificates
executed by the Trustee and
authenticated
by the Certificate
Registrar
substantially
in the form annexed to the Standard Terms as Exhibit D and
evidencing
an interest designated as a "residual interest" in REMIC I for
purposes of the REMIC Provisions.
Class
R-II
Certificate:
Any
one
of
the
Class
R-II
Certificates
executed
by
the
Trustee
and
authenticated
by the Certificate
Registrar
substantially
in the form annexed to the Standard Terms as Exhibit D
and evidencing an interest designated as a "residual interest" in
REMIC II for purposes of the REMIC Provisions.
Class R-X
Certificate:
Any one of the Class R-X Certificates
executed by the Trustee and
authenticated
by the Certificate
Registrar
substantially
in the form annexed to the Standard Terms as Exhibit D and
evidencing
an interest designated as a "residual interest" in REMIC III for
purposes of the REMIC Provisions.
Class SB Certificate:
Any one of the Class SB Certificates
executed by the Trustee and
authenticated by
the Certificate Registrar
substantially in the form annexed to the Standard Terms as Exhibit
C-II,
subordinate to
the Class A Certificates
and Class M
Certificates
with respect to
distributions
and the allocation of Realized
Losses as set forth in Section 4.05, and
evidencing
ownership of an interest
designated as a "regular
interest"
in REMIC III for purposes of the REMIC
Provisions,
together with certain
obligations with respect to payments of
Basis Risk Shortfall amounts.
Clearstream:
Clearstream Banking, societe anonyme.
Closing Date:
January 30, 2007.
Corporate
Trust
Office:
The
principal
office
of the
Trustee
at
which at any
particular
time its
corporate
trust business with respect to this
Agreement
shall be
administered,
which office at the date of the
execution
of this
instrument
is
located
at 1761 East St.
Andrew
Place,
Santa
Ana,
California
92705-4934,
Attention: Residential Funding Company, LLC, RALI 2007-QO1.
Cut-off Date Balance:
$630,120,137.60.
Cut-off Date:
January 1, 2007.
Deferred
Interest:
The amount of interest
which is
deferred
and added to the
principal
balance of a
Mortgage
Loan due to negative
amortization.
For
purposes of REMIC I,
Deferred
Interest
shall be allocated to
REMIC
I
Regular
Interest
LT1 in
reduction
of the
portion
of the
Uncertificated
Accrued
Interest
thereon
distributable
on the related
Distribution
Date and shall result in an increase in the principal
balance thereof
to the extent of such reduction.
Determination Date:
With respect to any Distribution Date, the second Business Day
prior to each
Distribution Date.
Discount Net Mortgage Rate:
Not applicable.
Due Period:
With respect to each
Distribution
Date, the calendar month in which such
Distribution Date
occurs.
Euroclear:
Euroclear Bank, S.A./N.A., as operator of The Euroclear System.
Excess Bankruptcy Loss:
Not applicable.
Excess Cash Flow:
With respect to any
Distribution
Date,
an amount equal to the sum of (A) the
excess
of (i) the
Available
Distribution
Amount
for that
Distribution
Date over
(ii) the
sum of
(a) the
Interest
Distribution
Amount for that
Distribution
Date and (b) the
lesser of (1) the
aggregate
Certificate
Principal
Balance of Class A,
Class M and
Class B
Certificates
immediately
prior to such
Distribution
Date and (2) the
Principal
Remittance
Amount for that
Distribution Date to the extent not applied to pay interest on the
Class A,
Class M and Class B Certificates on such Distribution Date and (B)
the
Overcollateralization
Reduction Amount, if
any, for that Distribution Date.
Excess Fraud Loss:
Not applicable.
Excess
Overcollateralization
Amount:
With respect to any Distribution
Date, the excess, if any, of (a)
the Overcollateralization Amount on such Distribution Date over (b)
the Required Overcollateralization Amount.
Excess Special Hazard Loss:
Not applicable.
Excess Subordinate Principal Amount:
Not applicable.
Expense
Fee Rate:
With
respect to any
Mortgage
Loan as of any date of
determination,
the sum of the
Servicing Fee Rate and the rate per annum at which the Subservicing
Fee accrues.
Gross
Margin:
With
respect
to each
Mortgage
Loan,
the fixed
percentage
set
forth in the
related
Mortgage Note and indicated on the Mortgage Loan Schedule
attached
hereto as the "NOTE MARGIN," which
percentage
is added to the related Index on each
Adjustment
Date to determine
(subject to rounding in
accordance
with the
related
Mortgage
Note,
the Periodic Cap, the Maximum
Mortgage Rate and the Minimum
Mortgage Rate) the interest
rate to be borne by such Mortgage Loan until the next Adjustment
Date.
Index:
With respect to any Mortgage Loan and as to any
Adjustment
Date
therefor,
the related index as
stated in the related Mortgage Note.
Initial Subordinate Class Percentage:
Not applicable.
Interest
Accrual
Period:
(i) With
respect
to the
Distribution
Date in
February
2007,
the
period
commencing
on the Closing
Date and ending on the day
immediately
preceding
the
Distribution
Date in February
2007,
and with
respect
to any
Distribution
Date
after the
Distribution
Date in
February
2007,
the period
commencing on the Distribution
Date in the month
immediately
preceding the month in which such Distribution Date
occurs and ending on the day immediately preceding such
Distribution Date.
Interest
Carryforward
Amount:
With
respect to any Class of Class A,
Class M and Class B
Certificates
and any Distribution
Date, the sum of (a) on any Distribution
Date on which the Pass-Through Rate is equal to the
Available
Funds Rate,
the excess,
if any, of (i) Accrued
Certificate
Interest for such Class
assuming the Net
Rate Cap was
equal to the Net WAC Cap Rate for such
Distribution
Date
over (ii)
Accrued
Certificate
Interest
calculated
based on such
Available
Funds Rate and (b) interest on the amount
calculated
pursuant to clause (a)
for any prior
Distribution
Date that remains
unreimbursed
at a rate equal to the lesser of (x) One-Month
LIBOR
plus the related Margin and (y) the Net WAC Cap Rate for such
Distribution Date.
Interest
Distribution
Amount:
For any Distribution
Date, the aggregate of the amounts payable pursuant
to Section 4.02(c)(i).
Interest Only Certificates:
None.
Interest
Remittance
Amount:
With
respect
to any
Distribution
Date,
the
portion
of the
Available
Distribution
Amount for such
Distribution
Date attributable to interest received or advanced with respect to
the
Mortgage Loans, net of the Expense Fee Rate.
LIBOR:
With respect to any Distribution
Date, the arithmetic mean of the London
interbank
offered rate
quotations
for one-month
U.S.
Dollar
deposits,
expressed on a per annum basis,
determined in accordance
with
Section 1.02.
LIBOR
Business
Day:
Any day
other
than
(i) a
Saturday
or
Sunday
or (ii) a day on
which
banking
institutions in London, England are required or authorized to by
law to be closed.
LIBOR Certificates:
The Class A, Class M and Class B Certificates.
LIBOR Rate
Adjustment
Date:
With
respect to each
Distribution
Date,
the second
LIBOR
Business Day
immediately preceding the commencement of the related Interest
Accrual Period.
Liquidation Proceeds:
As defined in the Standard Terms but excluding Subsequent
Recoveries.
Margin:
The Class A-1 Margin,
Class A-2 Margin,
Class A-3 Margin,
Class M-1 Margin,
Class M-2 Margin,
Class M-3 Margin,
Class M-4 Margin,
Class M-5 Margin, Class M-6 Margin, Class M-7 Margin, Class M-8
Margin, Class
M-9 Margin or Class B Margin, as applicable.
Marker
Rate:
With
respect
to the Class SB
Certificates
or REMIC II
Regular
Interest
SB-IO and any
Distribution
Date,
a per annum rate equal to two (2) times the
weighted
average of the
Uncertificated
REMIC I
Pass-Through Rates for REMIC I Regular Interest LT2 and REMIC I
Regular Interest LT3.
Maturity
Date:
January 25, 2047, the
Distribution
Date in the month of the latest
scheduled
maturity
date of any Mortgage Loan.
Maximum
Mortgage
Rate: As to any Mortgage
Loan,
the per annum rate indicated in Mortgage Loan Schedule
hereto attached
hereto as the "NOTE
CEILING,"
which rate is the maximum
interest rate that may be applicable to
such Mortgage Loan at any time during the life of such Mortgage
Loan.
Maximum Net Mortgage
Rate: As to any Mortgage Loan and any date of
determination,
the Maximum
Mortgage
Rate minus the Expense Fee Rate.
Mortgage Loan Schedule:
The list or lists of the Mortgage
Loans attached
hereto as Exhibit One ( and as
amended from time to time to reflect the
addition of Qualified
Substitute
Mortgage
Loans),
which list or lists
shall set forth the following information as to each Mortgage Loan:
(i)
the Mortgage Loan identifying number ("RFC LOAN #");
(ii)
the maturity of the Mortgage Note ("MATURITY DATE");
(iii)
the Mortgage Rate as of origination ("ORIG RATE");
(iv)
the Mortgage Rate as of the Cut-off Date ("CURR RATE");
(v)
the Net Mortgage Rate as of the Cut-off Date ("CURR NET");
(vi)
the
scheduled
monthly
payment of
principal,
if any,
and
interest
as of the
Cut-off
Date
("ORIGINAL P & I" or "CURRENT P & I");
(vii)
the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(viii)
the Maximum Mortgage Rate ("NOTE CEILING");
(ix)
the maximum Net Mortgage Rate ("NET CEILING");
(x)
the Note Margin ("NOTE MARGIN");
(xi)
the Note Margin ("NOTE MARGIN");
(xii)
the Periodic Cap ("PERIODIC DECR" or "PERIODIC INCR");
(xiii)
the rounding of the semi-annual or annual adjustment to the
Mortgage Rate ("NOTE METHOD");
(xiv)
the Loan-to-Value Ratio at origination ("LTV");
(xv)
the rate at which the
Subservicing
Fee accrues
("SUBSERV
FEE") and at which the Servicing Fee
accrues ("MSTR SERV FEE");
(xvi)
a code "T," "BT" or "CT" under the column "LN
FEATURE,"
indicating
that the
Mortgage
Loan is
secured by a second or vacation residence; and
(xvii)
a code "N" under the
column
"OCCP
CODE,"
indicating
that the
Mortgage
Loan is secured by a
non-owner occupied residence.
(ix)
a code
"Y"
under
the
column
"PREPAY_PENALTY_IND,"
indicating
that the
Mortgage
Loan is a
Prepayment Charge Loan.
Such
schedule
may
consist
of
multiple
reports
that
collectively
set forth all of the
information
required.
Mortgage Rate:
With respect to any Mortgage
Loan, the interest rate borne by the related
Mortgage Note,
or any
modification
thereto
other than a Servicing
Modification.
The Mortgage
Rate on each Mortgage Loan will
adjust on each
Adjustment
Date to equal the sum
(rounded
to the
nearest
multiple of one eighth of one percent
(0.125%)
or up to the nearest
one-eighth
of one
percent,
which are
indicated
by a "U" on the
Mortgage
Loan
Schedule,
except in the case of the Mortgage
Loans
indicated by an "X" on the Mortgage Loan
Schedule
under the
heading
"NOTE
METHOD"),
of the
related
Index plus the Note
Margin,
in each case
subject
to the
applicable
Periodic Cap, Maximum Mortgage Rate and Minimum Mortgage Rate.
Net Mortgage
Rate:
With respect to any Mortgage Loan as of any date of
determination,
a per annum rate
equal to the Mortgage Rate for such Mortgage Loan as of such date
minus the related Expense Fee Rate.
Net
Rate
Cap:
With
respect
to any
Class
of
Class
A,
Class
M and
Class B
Certificates
and any
Distribution Date, the lesser of (i) the Net WAC Cap Rate and (ii)
the Available Funds Rate.
Net WAC Cap Rate:
With
respect to any
Distribution
Date, a per annum rate (which will not be less than
zero) equal to the weighted
average of the Net Mortgage
Rates of the Mortgage
Loans using the Net Mortgage Rates
in effect on such
Mortgage
Loans as of the end of the calendar
month
immediately
preceding
the month in which
such Distribution Date occurs,
multiplied by a fraction,
expressed as a percentage,
the numerator of which is 30
and the
denominator
of which is the
actual
number
of days in the
related
Interest
Accrual
Period
for such
Certificates.
Note Margin:
With respect to each Mortgage Loan, the fixed
percentage set forth in the related
Mortgage
Note and
indicated
in Exhibit One hereto as the "NOTE
MARGIN,"
which
percentage
is added to the Index on each
Adjustment Date to determine
(subject to rounding in accordance with the related
Mortgage Note, the Periodic Cap,
the Maximum
Mortgage
Rate and the Minimum
Mortgage
Rate) the interest
rate to be borne by such
Mortgage
Loan
until the next Adjustment Date.
Notional
Amount:
With
respect
to the
Class
SB
Certificates
or
REMIC II
Regular
Interest
SB-IO,
immediately prior to any Distribution Date is equal to the
aggregate of the
Uncertificated
Principal
Balances of
the REMIC I Regular Interests other than the Uncertificated
Principal Balance of REMIC I Regular Interest P.
Offered Certificates:
The Class A Certificates and the Class M Certificates.
Optional
Termination
Date:
Any
Distribution
Date on or after
which the
aggregate
Stated
Principal
Balance (after giving effect to distributions to be made on such
Distribution
Date) of the Mortgage Loans is less
than 10.00% of the Cut-off Date Balance.
Overcollateralization
Amount:
With
respect to any
Distribution
Date,
the excess,
if any, of (a) the
aggregate Stated
Principal
Balance of the Mortgage Loans before giving effect to distributions
of principal to be
made on such
Distribution Date over (b) the aggregate
Certificate
Principal Balance of the Class A,
Class M and
Class B Certificates before taking into account distributions of
principal to be made on such Distribution Date.
Overcollateralization Floor: An amount equal to the product of
0.50% and the Cut-off Date Balance.
Overcollateralization
Increase Amount:
With respect to any
Distribution
Date, the lesser of (a) Excess
Cash Flow for that
Distribution
Date (to the extent not used to cover the amounts
described in clauses
(b)(iv),
(v) and (vi) of the definition of Principal
Distribution
Amount as of such Distribution
Date) and (b) the excess
of (1) the Required
Overcollateralization
Amount for such
Distribution
Date over (2) the
Overcollateralization
Amount for such Distribution Date.
Overcollateralization
Reduction
Amount:
With
respect
to any
Distribution
Date on which
the
Excess
Overcollateralization
Amount
is,
after
taking
into
account
all
other
distributions
to
be
made
on
such
Distribution
Date, greater than zero, the
Overcollateralization
Reduction Amount shall be equal to the lesser of
(i) the Excess
Overcollateralization
Amount for that Distribution Date and (ii) the
Principal
Remittance Amount
on such Distribution Date.
Pass-Through
Rate: With respect to each class of
Certificates
(other than the Class SB, the Class P and
the Class R Certificates),
and any
Distribution
Date, a per annum rate equal to the lesser of (i) LIBOR plus the
related Margin for such Distribution Date and (ii) the Net Rate Cap
for such Distribution Date.
With respect to the REMIC II Regular
Interest
SB-IO and any
Distribution
Date, a rate per annum equal
to the percentage
equivalent of a fraction,
the numerator of which is the sum of the amounts calculated
pursuant
to clauses (i) through (iii) below,
and the denominator of which is the aggregate
principal
balance of the REMIC
I Regular
Interests.
For purposes of calculating the
Pass-Through
Rate for the REMIC II Regular Interest SB-IO,
the numerator is equal to the sum of the following components:
(i)
the
Uncertificated
REMIC I Pass-Through
Rate for REMIC I Regular Interest LT1 minus the Marker
Rate, applied to a notional amount equal to the Uncertificated
Principal Balance of REMIC I Regular Interest LT1;
(ii)
the
Uncertificated
REMIC I Pass-Through
Rate for REMIC I Regular Interest LT2 minus the Marker
Rate, applied to a notional amount equal to the
Uncertificated
Principal Balance of REMIC I Regular Interest LT2;
and
(iii)
the
Uncertificated
REMIC I Pass-Through
Rate for REMIC I Regular
Interest LT4 minus twice the
Marker
Rate,
applied
to a
notional
amount
equal to the
Uncertificated
Principal
Balance of REMIC I Regular
Interest LT4.
Permanent Regulation S Global Offered Certificate:
Any one of the Class B Certificates substantially in
the form of Exhibit Nine-B hereto, and as more fully described in
Section 5.02(i) hereof.
Prepayment
Assumption:
The
prepayment
assumption
to be used for
determining
the accrual of original
issue discount and premium and market discount on the Certificates
for federal income tax purposes,
which assumes
a constant prepayment rate of 25% per annum of the then outstanding
principal balance of the Mortgage Loans.
Prepayment
Charge:
With
respect to any Mortgage
Loan,
the charges or
premiums,
if any,
received in
connection with a full or partial prepayment of such Mortgage Loan
in accordance with the terms thereof.
Prepayment
Charge
Loan:
Any Mortgage
Loan for which a
Prepayment
Charge may be assessed and to which
such Prepayment Charge the Class P Certificates are entitled, as
indicated on the Mortgage Loan Schedule.
Principal
Distribution
Amount:
With respect to any
Distribution
Date, the lesser of (a) the excess of
(x) Available Distribution Amount over (y) the Interest
Distribution Amount and (b) the sum of:
(i)
the principal
portion of each Monthly
Payment
received or Advanced with respect to the related
Due Period on each Outstanding Mortgage Loan;
(ii)
the Stated
Principal
Balance of any Mortgage
Loan
repurchased
during the related
Prepayment
Period (or deemed to have been so repurchased in accordance with
Section
3.07(b))
pursuant to Section 2.02, 2.03,
2.04 or 4.07
and
the
amount
of any
shortfall
deposited
in the
Custodial
Account
in
connection
with
the
substitution of a Deleted Mortgage Loan pursuant to Section 2.03 or
2.04 during the prior calendar month;
(iii)
the principal portion of all other
unscheduled
collections,
other than Subsequent
Recoveries,
on the Mortgage
Loans
received (or deemed to have been so received)
during the prior
calendar
month or, in the
case of Principal
Prepayments
in Full,
during the related
Prepayment
Period,
including,
without
limitation,
Curtailments,
Insurance Proceeds,
Liquidation Proceeds,
REO Proceeds and, except to the extent applied to offset
Deferred Interest,
Principal Prepayments,
to the extent applied by the Master Servicer as recoveries of
principal
pursuant to Section 3.14;
(iv)
the
lesser
of
(1) Subsequent
Recoveries
for such
Distribution
Date and
(2) the
principal
portion of any Realized Losses
allocated to the Class A, Class M and Class B Certificates on a
prior
Distribution
Date and remaining unpaid;
(v)
the
lesser of
(1) the
Excess
Cash Flow for such
Distribution
Date (to the
extent
not used
pursuant
to clause
(iv) of
this
definition
on such
Distribution
Date) and (2) the
principal
portion of any
Realized
Losses
incurred (or deemed to have been incurred) on any Mortgage Loans in
the calendar month
preceding
such Distribution Date that are allocated to any Class of
Certificates; and
(vi)
the
lesser of (a) the
Excess
Cash Flow for such
Distribution
Date,
to the
extent
not used
pursuant
to
clauses
(iv)
and (v) of this
definition
on such
Distribution
Date,
and (b) the
amount
of any
Overcollateralization Increase Amount for such Distribution Date;
minus
(vii)
(A) the amount of any
Overcollateralization
Reduction Amount for such Distribution Date and (B)
the amount of any Capitalization Reimbursement Amount for such
Distribution Date.
Principal Only Certificates:
None.
Principal
Remittance
Amount:
With respect to any
Distribution
Date, all amounts
described in clauses
(b)(i) through (iii) of the definition of Principal Distribution
Amount for that Distribution Date.
Record
Date:
With
respect to each
Distribution
Date and each Class of Book
Entry
Certificates,
the
Business
Day
immediately
preceding
such
Distribution
Date.
With
respect
to
each
Class
of
Definitive
Certificates,
the close of business on the last
Business Day of the month next
preceding
the month in which the
related Distribution Date occurs, except in the case of the first
Record Date which shall be the Closing Date.
Regulation
S
Purchaser:
An entity that is not a U.S.
Person
within the meaning of
Regulation S under
the 1933 Act.
Relief Act:
The Servicemembers Civil Relief Act, as amended.
Relief
Act
Shortfalls:
Interest
shortfalls
on the
Mortgage
Loans
resulting
from the Relief Act or
similar legislation or regulations.
REMIC I: The segregated
pool of assets with respect to which a REMIC
election is to be made,
consisting
of:
(i)
the Mortgage Loans and the related Mortgage Files,
(ii)
all payments and
collections
in respect of the Mortgage Loans due after the Cut-off Date (other
than Monthly
Payments due in the month of the Cut-off
Date ) as shall be on deposit in the
Custodial
Account or
in the Certificate Account and identified as belonging to the Trust
Fund,
(iii)
property
which
secured a
Mortgage
Loan and which has been
acquired
for the
benefit
of the
Certificateholders by foreclosure or deed in lieu of foreclosure,
(iv)
the hazard insurance policies and Primary Insurance Policies, if
any,
and
(v)
all proceeds of clauses (i) through (iv) above.
Notwithstanding
the
foregoing,
the REMIC
election
with respect to REMIC I
specifically
excludes the
Basis Risk Shortfall Reserve Fund.
REMIC
I Distribution
Amount:
For any
Distribution
Date,
the Available
Distribution
Amount shall be
distributed to the REMIC I Regular Interests and the Class R-I
Certificates in the following amounts and priority:
(i)
to the extent of the Available
Distribution
Amount, to REMIC II as the holder of REMIC
I Regular
Interests
LT1,
LT2, LT3 and LT4,
pro rata,
in an amount
equal to (A) their
Uncertificated
Accrued
Interest
for such
Distribution
Date,
plus (B) any amounts in respect
thereof
remaining
unpaid from
previous
Distribution
Dates, in the case of REMIC I Regular
Interest LT1 each such amount having first been reduced by any
Deferred Interest for the related Distribution Date; and
(ii)
to the extent of the Available
Distribution
Amount
remaining after the
distributions
made pursuant to clause (i) above, to REMIC II as the holder of the
REMIC I Regular
Interests,
in an amount equal
to:
(A)
in respect of REMIC I Regular
Interests
LT2,
LT3 and LT4,
their
respective
Principal Distribution Amounts;
(B)
in
respect
of
REMIC
I
Regular
Interest
LT1
any
remainder
until
the
Uncertificated Principal Balance thereof is reduced to zero;
(C)
any
remainder
in respect of REMIC I Regular
Interests
LT2, LT3 and LT4, pro
rata according to their respective
Uncertificated
Principal Balances as reduced by the distributions
deemed made
pursuant to (A) above, until their respective Uncertificated
Principal Balances are reduced to zero;
(D)
in
respect
of REMIC I
Regular
Interest
P, (x) 100% of the
amount
paid in
respect of Prepayment
Charges on Mortgage Loans and (y) on the Distribution
Date
immediately
following the last
month during which a Prepayment
Charge may be assessed on a Mortgage
Loan, or upon the
termination
of the Trust
Fund pursuant to Section 9.01, the Class P Reserve Account Amount;
and
(iii)
any remaining amounts to the Holders of the Class R-I Certificates.
REMIC I Principal
Reduction
Amounts:
For any
Distribution
Date,
the
amounts by which the
principal
balances of REMIC I Regular
Interests LT1, LT2, LT3 and LT4,
respectively,
will be reduced on such
Distribution
Date by the allocation of Realized Losses and the distribution of
principal, determined as follows:
For purposes of the succeeding formulas the following symbols shall
have the meanings set forth below:
Y1 =
the
aggregate
principal
balance of REMIC I Regular
Interest
LT1 after
distributions
on the
prior Distribution Date.
Y2 =
the
principal
balance
of
REMIC I
Regular
Interest
LT2
after
distributions
on the
prior
Distribution Date.
Y3 =
the
principal
balance
of
REMIC I
Regular
Interest
LT3
after
distributions
on the
prior
Distribution Date.
Y4 =
the
principal
balance
of
REMIC I
Regular
Interest
LT4
after
distributions
on the
prior
Distribution Date (note:
Y3 = Y4).
AY1 =
the REMIC I Regular Interest LT1 Principal Reduction Amount.
AY2 =
the REMIC I Regular Interest LT2 Principal Reduction Amount.
AY3 =
the REMIC I Regular Interest LT3 Principal Reduction Amount.
AY4 =
the REMIC I Regular Interest LT4 Principal Reduction Amount.
P0 =
the
aggregate
principal
balance
of REMIC I
Regular
Interests
LT1,
LT2,
LT3 and LT4 after
distributions and the allocation of Realized Losses on the prior
Distribution Date.
P1 =
the
aggregate
principal
balance
of REMIC I
Regular
Interests
LT1,
LT2,
LT3 and LT4 after
distributions and the allocation of Realized Losses to be made on
such Distribution Date.
AP =
P0 - P1 = the aggregate of REMIC I Regular
Interests
LT1, LT2, LT3 and LT4 Principal
Reduction
Amounts.
=
the
aggregate
of the
principal
portions
of
Realized
Losses
to be
allocated
to,
and the
principal
distributions
to be made on, the
Certificates on such
Distribution
Date (including
distributions of
accrued and unpaid interest on the Class SB Certificates for prior
Distribution Dates).
R0 =
the Net WAC Cap Rate (stated as a monthly
rate) after giving effect to amounts
distributed
and
Realized Losses allocated on the prior Distribution Date.
R1 =
the
Net WAC
Cap
Rate
(stated
as a
monthly
rate)
after
giving
effect
to
amounts
to be
distributed and Realized Losses to be allocated on such
Distribution Date.
a =
(Y2 + Y3)/P0.
The
initial
value of a on the
Closing
Date for use on the
first
Distribution
Date shall be 0.0001.
a0 =
the
lesser
of
(A)
the
sum
for
all
Classes
of
Certificates,
other
than
the
Class
SB
Certificates,
of the product for each Class of (i) the monthly
interest rate (as limited by the Net WAC Cap Rate,
if
applicable)
for such Class
applicable for
distributions
to be made on such
Distribution
Date and (ii) the
aggregate
Certificate
Principal Balance for such Class after
distributions and the allocation of Realized Losses
on the prior Distribution Date and (B) R0*P0.
a1
=
the
lesser
of
(A)
the
sum
for
all
Classes
of
Certificates,
other
than
the
Class
SB
Certificates,
of the product for each Class of (i) the monthly
interest rate (as limited by the Net WAC Cap Rate,
if applicable) for such Class
applicable for
distributions
to be made on the next succeeding
Distribution
Date
and (ii) the aggregate
Certificate
Principal
Balance for such Class after
distributions
and the
allocation of
Realized Losses to be made on such Distribution Date and (B) R1*P1.
Then, based on the foregoing definitions:
AY1 =
AP - AY2 - AY3 - AY4;
AY2 =
(a/2){( a0R1 - a1R0)/R0R1};
AY3 =
aAP - AY2; and
AY4 =
AY3
if both AY2 and AY3, as so determined, are non-negative numbers.
Otherwise:
(1)
If AY2, as so determined, is negative, then
AY2 = 0;
AY3 = a{a1R0P0 - a0R1P1}/{a1R0};
AY4 = AY3; and
AY1 = AP - AY2 - AY3 - AY4.
(2)
If AY3, as so determined, is negative, then
AY3 = 0;
AY2 = a{a1R0P0 - a0R1P1}/{2R1R0P1 -
a1R0};
AY4 = AY3; and
AY1 = AP - AY2 - AY3 - AY4.
REMIC I
Realized
Losses:
Realized
Losses
on the
Mortgage
Loans
shall be
allocated
to the REMIC I
Regular
Interests as follows:
The interest
portion of Realized
Losses on the Mortgage
Loans,
if any, shall be
allocated
among REMIC I Regular
Interests LT1, LT2 and LT4 pro rata
according to the amount of interest
accrued
but unpaid
thereon,
in reduction
thereof.
Any interest
portion of such Realized Losses in excess of the amount
allocated
pursuant
to the
preceding
sentence
shall be treated as a principal
portion of
Realized
Losses not
attributable
to any specific
Mortgage
Loan and allocated
pursuant to the
succeeding
sentences.
The principal
portion of Realized Losses on the Mortgage Loans,
if any, shall be allocated
first, to REMIC I Regular
Interests
LT2, LT3 and LT4 pro rata
according
to their
respective
Principal
Reduction
Amounts to the extent
thereof in
reduction of the
Uncertificated
Principal Balance of such REMIC I Regular
Interests and, second,
the remainder,
if any, of such
principal
portion of such Realized
Losses shall be allocated to REMIC I Regular
Interest LT1 in
reduction of the Uncertificated Principal Balance thereof.
REMIC I Regular Interests:
REMIC I Regular Interests LT1, LT2, LT3, LT4 and P.
REMIC I Regular
Interest
LT1: A regular
interest
in REMIC I that is held as an asset of REMIC II, that
has an initial
principal balance equal to the related
Uncertificated
Principal
Balance,
that bears interest at
the related Uncertificated REMIC I Pass-Through Rate, and that has
such other terms as are described herein.
REMIC I Regular Interest LT1 Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if
any, of the REMIC I Regular Interest LT1 Principal
Reduction Amount for such
Distribution
Date over the Realized
Losses allocated to the REMIC I Regular Interest LT1 on such
Distribution Date.
REMIC I Regular
Interest
LT2: A regular
interest
in REMIC I that is held as an asset of REMIC II, that
has an initial
principal balance equal to the related
Uncertificated
Principal
Balance,
that bears interest at
the related Uncertificated REMIC I Pass-Through Rate, and that has
such other terms as are described herein.
REMIC I Regular Interest LT2 Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if
any, of the REMIC I Regular Interest LT2 Principal
Reduction Amount for such
Distribution
Date over the Realized
Losses allocated to the REMIC I Regular Interest LT2 on such
Distribution Date.
REMIC I Regular
Interest
LT3: A regular
interest
in REMIC I that is held as an asset of REMIC II, that
has an initial
principal balance equal to the related
Uncertificated
Principal
Balance,
that bears interest at
the related Uncertificated REMIC I Pass-Through Rate, and that has
such other terms as are described herein.
REMIC I Regular Interest LT3 Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if
any, of the REMIC I Regular Interest LT3 Principal
Reduction Amount for such
Distribution
Date over the Realized
Losses allocated to the REMIC I Regular Interest LT3 on such
Distribution Date.
REMIC I Regular
Interest
LT4: A regular
interest
in REMIC I that is held as an asset of REMIC II, that
has an initial
principal balance equal to the related
Uncertificated
Principal
Balance,
that bears interest at
the related Uncertificated REMIC I Pass-Through Rate, and that has
such other terms as are described herein.
REMIC I Regular Interest LT4 Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if
any, of the REMIC I Regular Interest LT4 Principal
Reduction Amount for such
Distribution
Date over the Realized
Losses allocated to the REMIC I Regular Interest LT4 on such
Distribution Date.
REMIC I Regular
Interest
P: A regular
interest in REMIC I that is held as an asset of REMIC II and that
has such other terms as are described herein.
REMIC II: The
segregated
pool of assets
subject
hereto,
constituting
a portion of the primary
trust
created
hereby and to be
administered
hereunder,
with respect to which a separate REMIC election is to be made,
consisting of the REMIC I Regular
Interests.
The REMIC
election with respect to REMIC II
specifically
excludes
the Basis Risk Shortfall Reserve Fund.
REMIC II Regular
Interest:
Any one of REMIC II Regular
Interest
A-1,
REMIC II Regular
Interest
A-2,
REMIC II Regular
Interest A-3,
REMIC II Regular
Interest M-1,
REMIC II Regular
Interest M-2,
REMIC II Regular
Interest M-3, REMIC II Regular
Interest M-4, REMIC II Regular
Interest M-5, REMIC II Regular
Interest M-6, REMIC
II Regular
Interest M-7, REMIC II Regular
Interest M-8, REMIC II Regular
Interest M-9, REMIC II Regular Interest
P, REMIC II Regular Interest B, REMIC II Regular Interest SB-IO or
REMIC II Regular Interest SB-PO.
REMIC II Regular
Interest
A-1: A regular
interest
in REMIC II which has a principal
balance
equal to
the
principal
balance of the Class A-1
Certificates
and which is
entitled
to
interest at a rate equal to the
lesser of (i) LIBOR
plus the Class A-1
Margin and (ii) the Net WAC Cap Rate.
Interest
accrued
in any
Interest
Accrual Period and not paid on the related
Distribution
Date shall carry forward to each succeeding
Distribution
Date and
accrue
interest at a rate equal to the lesser of (x) One-Month LIBOR plus
the related Margin and (y) the
Net WAC Cap Rate for such Distribution Date.
REMIC II Regular
Interest A-2: A regular
interest in REMIC II which is has a principal
balance equal to
the
principal
balance of the Class A-2
Certificates
and which is
entitled
to
interest at a rate equal to the
lesser of (i) LIBOR
plus the Class A-2
Margin and (ii) the Net WAC Cap Rate.
Interest
accrued
in any
Interest
Accrual Period and not paid on the related
Distribution
Date shall carry forward to each succeeding
Distribution
Date and
accrue
interest at a rate equal to the lesser of (x) One-Month LIBOR plus
the related Margin and (y) the
Net WAC Cap Rate for such Distribution Date.
REMIC II Regular
Interest A-3: A regular
interest in REMIC II which is has a principal
balance equal to
the
principal
balance of the Class A-3
Certificates
and which is
entitled
to
interest at a rate equal to the
lesser of (i) LIBOR
plus the Class A-3
Margin and (ii) the Net WAC Cap Rate.
Interest
accrued
in any
Interest
Accrual Period and not paid on the related
Distribution
Date shall carry forward to each succeeding
Distribution
Date and
accrue
interest at a rate equal to the lesser of (x) One-Month LIBOR plus
the related Margin and (y) the
Net WAC Cap Rate for such Distribution Date.
REMIC II Regular
Interest B: A regular
interest in REMIC II which has a principal
balance
equal to the
principal
balance of the Class B
Certificates
and which is entitled to interest at a rate equal to the lesser of
(i) LIBOR plus the Class B Margin and (ii) the Net WAC Cap Rate.
Interest
accrued in any Interest
Accrual Period
and not paid on the related Distribution Date shall carry forward
to each succeeding
Distribution
Date and accrue
interest
at a rate equal to the lesser of (x)
One-Month
LIBOR
plus the
related
Margin and (y) the Net WAC Cap
Rate for such Distribution Date.
REMIC II Regular
Interest M-1: A regular
interest in REMIC II which is has a principal
balance equal to
the
principal
balance of the Class M-1
Certificates
and which is
entitled
to
interest at a rate equal to the
lesser of (i) LIBOR
plus the Class M-1
Margin and (ii) the Net WAC Cap Rate.
Interest
accrued
in any
Interest
Accrual Period and not paid on the related
Distribution
Date shall carry forward to each succeeding
Distribution
Date and
accrue
interest at a rate equal to the lesser of (x) One-Month LIBOR plus
the related Margin and (y) the
Net WAC Cap Rate for such Distribution Date.
REMIC II Regular
Interest M-2: A regular
interest in REMIC II which is has a principal
balance equal to
the
principal
balance of the Class M-2
Certificates
and which is
entitled
to
interest at a rate equal to the
lesser of (i) LIBOR
plus the Class M-2
Margin and (ii) the Net WAC Cap Rate.
Interest
accrued
in any
Interest
Accrual Period and not paid on the related
Distribution
Date shall carry forward to each succeeding
Distribution
Date and
accrue
interest at a rate equal to the lesser of (x) One-Month LIBOR plus
the related Margin and (y) the
Net WAC Cap Rate for such Distribution Date.
REMIC II Regular
Interest M-3: A regular
interest in REMIC II which is has a principal
balance equal to
the
principal
balance of the Class M-3
Certificates
and which is
entitled
to
interest at a rate equal to the
lesser of (i) LIBOR
plus the Class M-3
Margin and (ii) the Net WAC Cap Rate.
Interest
accrued
in any
Interest
Accrual Period and not paid on the related
Distribution
Date shall carry forward to each succeeding
Distribution
Date and
accrue
interest at a rate equal to the lesser of (x) One-Month LIBOR plus
the related Margin and (y) the
Net WAC Cap Rate for such Distribution Date.
REMIC II Regular
Interest M-4: A regular
interest in REMIC II which is has a principal
balance equal to
the
principal
balance of the Class M-4
Certificates
and which is
entitled
to
interest at a rate equal to the
lesser of (i) LIBOR
plus the Class M-4
Margin and (ii) the Net WAC Cap Rate.
Interest
accrued
in any
Interest
Accrual Period and not paid on the related
Distribution
Date shall carry forward to each succeeding
Distribution
Date and
accrue
interest at a rate equal to the lesser of (x) One-Month LIBOR plus
the related Margin and (y) the
Net WAC Cap Rate for such Distribution Date.
REMIC II Regular
Interest M-5: A regular
interest in REMIC II which is has a principal
balance equal to
the
principal
balance of the Class M-5
Certificates
and which is
entitled
to
interest at a rate equal to the
lesser of (i) LIBOR
plus the Class M-5
Margin and (ii) the Net WAC Cap Rate.
Interest
accrued
in any
Interest
Accrual Period and not paid on the related
Distribution
Date shall carry forward to each succeeding
Distribution
Date and
accrue
interest at a rate equal to the lesser of (x) One-Month LIBOR plus
the related Margin and (y) the
Net WAC Cap Rate for such Distribution Date.
REMIC II Regular
Interest M-6: A regular
interest in REMIC II which is has a principal
balance equal to
the
principal
balance of the Class M-6
Certificates
and which is
entitled
to
interest at a rate equal to the
lesser of (i) LIBOR
plus the Class M-6
Margin and (ii) the Net WAC Cap Rate.
Interest
accrued
in any
Interest
Accrual Period and not paid on the related
Distribution
Date shall carry forward to each succeeding
Distribution
Date and
accrue
interest at a rate equal to the lesser of (x) One-Month LIBOR plus
the related Margin and (y) the
Net WAC Cap Rate for such Distribution Date.
REMIC II Regular
Interest M-7: A regular
interest in REMIC II which is has a principal
balance equal to
the
principal
balance of the Class M-7
Certificates
and which is
entitled
to
interest at a rate equal to the
lesser of (i) LIBOR
plus the Class M-7
Margin and (ii) the Net WAC Cap Rate.
Interest
accrued
in any
Interest
Accrual Period and not paid on the related
Distribution
Date shall carry forward to each succeeding
Distribution
Date and
accrue
interest at a rate equal to the lesser of (x) One-Month LIBOR plus
the related Margin and (y) the
Net WAC Cap Rate for such Distribution Date.
REMIC II Regular
Interest M-8: A regular
interest in REMIC II which is has a principal
balance equal to
the
principal
balance of the Class M-8
Certificates
and which is
entitled
to
interest at a rate equal to the
lesser of (i) LIBOR
plus the Class M-8
Margin and (ii) the Net WAC Cap Rate.
Interest
accrued
in any
Interest
Accrual Period and not paid on the related
Distribution
Date shall carry forward to each succeeding
Distribution
Date and
accrue
interest at a rate equal to the lesser of (x) One-Month LIBOR plus
the related Margin and (y) the
Net WAC Cap Rate for such Distribution Date.
REMIC II Regular
Interest M-9: A regular
interest in REMIC II which is has a principal
balance equal to
the
principal
balance of the Class M-9
Certificates
and which is
entitled
to
interest at a rate equal to the
lesser of (i) LIBOR
plus the Class M-9
Margin and (ii) the Net WAC Cap Rate.
Interest
accrued
in any
Interest
Accrual Period and not paid on the related
Distribution
Date shall carry forward to each succeeding
Distribution
Date and
accrue
interest at a rate equal to the lesser of (x) One-Month LIBOR plus
the related Margin and (y) the
Net WAC Cap Rate for such Distribution Date.
REMIC II
Regular
Interest
P: A regular
interest
in REMIC II that is held as an asset of REMIC III and
that has an initial
Uncertificated
Principal
Balance equal to the initial
Certificate
Principal Balance of the
Class P Certificates,
as set forth in the Preliminary
Statement,
that bears no interest, and that has such other
terms as are described herein.
REMIC II Regular
Interest
SB-IO:
A regular
interest
in REMIC II that has no initial
principal,
that
bears interest at the related Pass-Through Rate, and that has such
other terms as are described herein.
REMIC II Regular
Interest
SB-PO: A regular
interest in REMIC II that has an initial
principal
balance
equal to the initial
principal balance for the Class SB Certificates,
as set forth in the Preliminary
Statement,
that bears no interest, and that has such other terms as are
described herein.
REMIC III: The
segregated
pool of assets
subject
hereto,
constituting
a portion of the primary trust
created
hereby and to be
administered
hereunder,
with respect to which a separate REMIC election is to be made,
consisting of REMIC II Regular Interests P, SB-IO and SB-PO.
REMIC III Regular
Interest:
Each separate
beneficial
ownership
interest in REMIC III issued hereunder
and
designated
as a
"regular
interest"
in REMIC
III,
the
ownership
of which is
evidenced
by the
Class P
Certificates
and Class SB
Certificates.
REMIC III Regular
Interest SB will not have a
Pass-Through
Rate,
but
will be
entitled to 100% of all
amounts
distributed
on REMIC II Regular
Interests
SB-IO and SB-PO.
REMIC III
Regular
Interest P will not have a Pass-Through
Rate, but will be entitled to 100% of all amounts
distributed on
REMIC II Regular Interest P.
Required
Overcollateralization
Amount:
With respect to any Distribution
Date (i) prior to the Stepdown
Date, an amount equal to 0.80% of the aggregate
Stated
Principal
Balance of the Mortgage Loans as of the Cut-off
Date; (ii) on or after the Stepdown Date but prior to the
Distribution
Date in February 2013,
provided a Trigger
Event is not in effect,
the greater of (x) 2.00% of the
outstanding
aggregate
Stated
Principal
Balance of the
Mortgage
Loans
after
giving
effect
to
distributions
made
on
that
Distribution
Date
and
(y)
the
Overcollateralization
Floor;
(iii) on or
after
the
Stepdown
Date and on or
after
the
Distribution
Date in
February 2013,
provided a Trigger Event is not in effect,
the greater of (x) 1.60% of the
outstanding
aggregate
Stated
Principal
Balance of the Mortgage
Loans after giving effect to
distributions
made on that
Distribution
Date and (y) the
Overcollateralization
Floor;
or (iv) on or after the
Stepdown
Date if a
Trigger
Event is in
effect, the Required
Overcollateralization
Amount for the immediately preceding
Distribution Date; provided that
the Required
Overcollateralization
Amount may be reduced so long as written
confirmation
is obtained
from each
rating
agency that the
reduction
will not reduce the ratings
assigned to the Class A
Certificates
and Class M
Certificates
by that rating agency below the lower of the
then-current
ratings or the ratings
assigned to those
certificates as of the Closing Date by that rating agency.
Rule 144A: Rule 144A under the Securities Act of 1933, as in effect
from time to time.
Rule 144A Global Offered
Certificate:
Any one of the Class B Certificates
substantially
in the form of
Exhibit Nine-A hereto, and as more fully described in Section
5.02(i) hereof.
Senior Certificate:
Any one of the Class A Certificates.
Senior
Enhancement
Percentage:
With
respect to any
Distribution
Date,
the
percentage
obtained
by
dividing (x) the sum of (i) the aggregate
Certificate
Principal
Balance of the Class M Certificates
and Class B
Certificates
and (ii) the
Overcollateralization
Amount,
in each case prior to the distribution of the Principal
Distribution
Amount on such
Distribution
Date, by (y) the aggregated
Stated
Principal
Balance of the Mortgage
Loans after giving effect to distributions to be made on that
Distribution Date.
Sixty-Plus
Delinquency
Percentage:
With respect to any Distribution Date on or after the Stepdown
Date,
the arithmetic
average,
for each of the three consecutive
Distribution Dates ending with such Distribution Date,
of the fraction,
expressed as a percentage,
equal to (x) the aggregate Stated
Principal
Balance of the Mortgage
Loans
that are 60 or more days
delinquent
in payment of
principal
and
interest
for the
applicable
Due Date
preceding that Distribution
Date,
including
Mortgage Loans in foreclosure,
REO Properties and Mortgage Loans in
bankruptcy
over (y) the aggregate
Stated
Principal
Balance of all of the Mortgage Loans
immediately
preceding
that Distribution Date.
Stated
Principal
Balance:
With respect to any Mortgage Loan or related REO Property,
as of any date of
determination,
(i) the sum of (a) the
Cut-off Date Principal
Balance of the Mortgage Loan plus (b) any amount by
which the Stated
Principal
Balance of the Mortgage Loan has been increased
pursuant to a Servicing
Modification
and (c) any amount by which the Stated
Principal
Balance of the
Mortgage
Loan has been
increased
for Deferred
Interest
pursuant to the terms of the related Mortgage Note on or prior to
the
Distribution
Date, minus (ii) the
sum of (a) the
principal
portion of the Monthly
Payments due with respect to such
Mortgage Loan or REO Property
during
each Due Period
ending
with the Due
Period
relating
to the most
recent
Distribution
Date which were
received
or with
respect
to which an
Advance
was made,
(b) all
Principal
Prepayments
with
respect to such
Mortgage Loan or REO Property,
and all Insurance Proceeds,
Liquidation
Proceeds and REO Proceeds,
to the extent
applied by the Master
Servicer as
recoveries of principal in accordance
with
Section 3.14
with respect to such
Mortgage
Loan or REO
Property,
in each case which were
distributed
pursuant to
Section 4.02
on any
previous
Distribution
Date,
and
(c) any
Realized
Loss
incurred
with
respect
to
such
Mortgage
Loan
allocated
to
Certificateholders with respect thereto for any previous
Distribution Date.
Stepdown Date: The earlier to occur of (1) the Distribution
Date
immediately
following the Distribution
Date on which the aggregate
Certificate
Principal
Balance of the Class A
Certificates
has been reduced to zero
and (2) the later to occur of (x) the
Distribution
Date in February 2010 and (y) the first
Distribution
Date on
which the Senior
Enhancement
Percentage
is greater
than or equal to (a) on any
Distribution
Date prior to the
Distribution
Date in February 2013,
22.875% and (b) on any Distribution Date on or after the
Distribution Date in
February 2013, 18.330%.
Subordination
Percentage:
With respect to each class of Class A, Class M and Class B
Certificates,
the
respective approximate percentage set forth in the table below:
Class
Percentage (1)
Percentage (2)
A
77.250%
81.800%
M-1
82.750%
86.200%
M-2
86.875%
89.500%
M-3
88.625%
90.900%
M-4
90.750%
92.600%
M-5
92.000%
93.600%
M-6
93.250%
94.600%
M-7
94.500%
95.600%
M-8
95.500%
96.400%
M-9
96.750%
97.400%
B
98.000%
98.400%
(1)
For any Distribution Date prior to the Distribution Date in
February 2013.
(2)
For any Distribution Date in February 2013 or thereafter.
Supplemental
Interest
Trust:
The separate trust formed pursuant to this Agreement and maintained
by the
Supplemental
Interest
Trust Trustee,
the assets of which consist of the Basis Risk
Shortfall
Reserve Fund. The
primary activities of the Supplemental Interest Trust created
pursuant to this Agreement shall be:
(i)
making payments from the Basis Risk Shortfall Reserve Fund; and
(ii)
engaging in other
activities
that are
necessary or
incidental
to
accomplish
these
limited
purposes,
which
activities
cannot be contrary to the status of the
Supplemental
Interest
Trust as a qualified
special purpose entity under existing accounting literature.
Supplemental
Interest
Trust
Trustee:
Deutsche
Bank
Trust
Company
Americas,
a
New
York
banking
corporation,
not in its individual
capacity,
but solely in its capacity as trustee of the Supplemental
Interest
Trust, and any successor thereto,
and any corporation or national banking association
resulting from or surviving
any
consolidation
or merger to which it or its
successors
may be a party and any successor
trustee as may from
time to time be serving as successor trustee hereunder.
Temporary
Regulation S Global Offered Certificate:
Any one of the Class B Certificates
substantially in
the form of Exhibit Nine-C hereto, and as more fully described in
Section 5.02(i) hereof.
Trigger
Event:
A Trigger
Event is in effect
with
respect to any
Distribution
Date if either (a) the
Sixty-Plus
Delinquency
Percentage,
as
determined
on that
Distribution
Date,
exceeds (i) with respect to any
Distribution
Date on or after the Stepdown
Date,
up to and
including
the
Distribution
Date in January
2012,
30.77% of the Senior
Enhancement
Percentage for that
Distribution
Date or (ii) with respect to any Distribution
Date on or after the
Distribution
Date in February
2012,
38.46% of the Senior
Enhancement
Percentage for that
Distribution
Date or (b) on or after the
Distribution
Date in February
2009,
the aggregate
amount of Realized
Losses on the Mortgage Loans as a percentage of the initial
aggregate Stated
Principal
Balance as of the Cut-off
Date exceeds the applicable amount set forth below:
o
February 2009 to January 2010: 0.200% with respect to February
2009, plus an additional 1/12th of 0.250%
for each month through January 2010.
o
February 2010 to January 2011: 0.450% with respect to February
2010, plus an additional 1/12th of 0.300%
for each month through January 2011.
o
February 2011 to January 2012: 0.750% with respect to February
2011, plus an additional 1/12th of 0.350%
for each month through January 2012.
o
February 2012 to January 2013: 1.100% with respect to February
2012, plus an additional 1/12th of 0.400%
for each month through January 2013.
o
February 2013 to January 2014: 1.500% with respect to February
2013, plus an additional 1/12th of 0.150%
for each month through January 2014.
o
February 2014 and thereafter: 1.650%.
2007-QO1 REMIC:
Any of REMIC I,
REMIC II or REMIC III as the case may be.
Uncertificated
Accrued
Interest:
With
respect
to
any
Uncertificated
Regular
Interest
for
any
Distribution
Date, one month's interest at the related
Uncertificated
REMIC I Pass-Through
Rate or Pass-Through
Rate,
as
applicable,
for
such
Distribution
Date,
accrued
on
its
Uncertificated
Principal
Balance
or
Uncertificated
Notional
Amount,
as
applicable,
immediately
prior to such
Distribution
Date.
Uncertificated
Accrued
Interest for
Uncertificated
Regular
Interests shall accrue on the basis of a 360-day year consisting of
twelve 30-day months.
For purposes of calculating the amount of
Uncertificated
Accrued
Interest for the REMIC I
Regular Interests for any Distribution Date, any Prepayment
Interest
Shortfalls and Relief Act Shortfalls (to the
extent not covered by
Compensating
Interest)
relating to the Mortgage Loans for any
Distribution
Date shall be
allocated
among
REMIC I Regular
Interests
LT1,
LT2,
LT3 and LT4,
pro rata,
based on,
and to the extent of,
Uncertificated
Accrued
Interest,
as calculated
without
application
of this sentence.
Uncertificated
Accrued
Interest
on REMIC II Regular
Interests
P and SB-PO shall be zero.
Uncertificated
Accrued
Interest on REMIC II
Regular
Interest
SB-IO for each
Distribution
Date shall equal
Accrued
Certificate
Interest
for the Class SB
Certificates.
Uncertificated
Notional
Amount:
With respect to REMIC II Regular
Interest
SB-IO,
the Notional Amount
for such Class.
Uncertificated
Principal
Balance:
The
principal
amount
of
any
Uncertificated
Regular
Interest
outstanding
as of any
date of
determination.
The
Uncertificated
Principal
Balance
of each
REMIC I
Regular
Interest
shall be
reduced
first by
Realized
Losses
allocated
thereto by the
definition
of REMIC I Realized
Losses,
and by all
distributions of principal
deemed made on such REMIC I Regular Interest on such
Distribution
Date.
With respect to REMIC II Regular
Interest
SB-PO the initial
amount set forth with respect
thereto in the
Preliminary
Statement
as reduced by
distributions
deemed made in respect
thereof
pursuant to Section 4.02 and
Realized
Losses
allocated
thereto
pursuant to Section
4.05.
With
respect to REMIC II Regular
Interest P the
initial
amount set forth with respect
thereto in the
Preliminary
Statement as reduced by
distributions
deemed
made in
respect
of REMIC I Regular
Interest
P. The
Uncertificated
Principal
Balance
of each
Uncertificated
Regular Interest shall never be less than zero.
Uncertificated
Regular
Interests:
The REMIC I Regular Interests and REMIC II Regular Interests P,
SB-IO
and SB-PO.
Uncertificated
REMIC I Pass-Through
Rate: With respect to any Distribution
Date and (i) REMIC I Regular
Interests
LT1 and LT2, the Net WAC Cap Rate,
(ii) REMIC I Regular
Interest
LT3,
zero (0.00%) and (iii) REMIC I
Regular Interest LT4, twice the Net WAC Cap Rate.
Underwriter:
Credit Suisse Securities (USA) LLC.
SECTION 1.02.
DETERMINATION OF LIBOR.
LIBOR
applicable to the calculation of the Pass-Through
Rate on the LIBOR
Certificates for any Interest
Accrual Period will be determined as of each LIBOR Rate
Adjustment
Date. On each LIBOR Rate
Adjustment
Date, or
if such LIBOR Rate
Adjustment
Date is not a Business Day, then on the next
succeeding
Business Day, LIBOR shall
be
established
by the Trustee and, as to any Interest
Accrual
Period,
will equal the rate for one month United
States dollar
deposits that appears on the Dow Jones Telerate
Screen Page 3750 as of 11:00 a.m.,
London time, on
such LIBOR Rate Adjustment
Date.
"Dow Jones Telerate Screen Page 3750" means the display
designated as page 3750
on the
Telerate
Service
(or such
other
page as may
replace
page
3750 on that
service
for the
purpose
of
displaying
London
interbank
offered
rates of major
banks).
If such rate does not appear on such page (or such
other page as may replace that page on that
service,
or if such service is no longer
offered,
LIBOR shall be so
established
by use of such other
service
for
displaying
LIBOR or
comparable
rates as may be
selected by the
Trustee after
consultation
with the Master
Servicer),
the rate will be the Reference
Bank Rate. The "Reference
Bank Rate" will be
determined
on the basis of the rates at which
deposits
in U.S.
Dollars
are
offered by the
reference
banks (which
shall be any three major banks that are engaged in
transactions
in the London
interbank
market,
selected by the Trustee after
consultation
with the Master
Servicer) as of 11:00 a.m.,
London time, on
the LIBOR Rate Adjustment Date to prime banks in the London
interbank
market for a period of one month in amounts
approximately
equal to the aggregate
Certificate
Principal
Balance of the LIBOR
Certificates then outstanding.
The Trustee will 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
will be the
arithmetic
mean of the
quotations
rounded up to the next
multiple of 1/16%.
If on such date fewer than two
quotations
are provided as
requested,
the rate will be the arithmetic
mean of the rates quoted by one or more major banks in New York
City,
selected by
the Trustee after
consultation
with the Master
Servicer,
as of 11:00 a.m., New York City time, on such date for
loans in U.S.
Dollars to leading
European banks for a period of one month in amounts
approximately
equal to the
aggregate
Certificate
Principal Balance of the LIBOR Certificates then outstanding.
If no such quotations can be
obtained,
the rate will be LIBOR for the prior
Distribution
Date;
provided
however,
if, under the
priorities
described above,
LIBOR for a Distribution Date would be based on LIBOR for the
previous
Distribution Date for the
third consecutive
Distribution
Date, the Trustee,
after
consultation with the Master Servicer,
shall select an
alternative
comparable index (over which the Trustee has no control),
used for determining
one-month
Eurodollar
lending rates that is calculated and published (or otherwise made
available) by an independent party.
The
establishment
of LIBOR by the Trustee and the Master
Servicer on any LIBOR Rate Adjustment Date and
the Master
Servicer's
subsequent
calculation of the Pass-Through
Rate applicable to the LIBOR
Certificates for
the relevant Interest Accrual Period, in the absence of manifest
error, will be final and binding.
Promptly
following each LIBOR Rate
Adjustment Date the Trustee shall supply the Master Servicer with
the
results
of
its
determination
of
LIBOR
on
such
date.
Furthermore,
the
Trustee
will
supply
to
any
Certificateholder
so
requesting
by
telephone
by calling
(800)
735-7777
the
Pass-Through
Rate on the LIBOR
Certificates for the current and the immediately preceding Interest
Accrual Period.
SECTION 1.03.
USE OF WORDS AND PHRASES.
"Herein,"
"hereby,"
"hereunder,"
"hereof,"
"hereinbefore,"
"hereinafter"
and other
equivalent words
refer to the
Pooling
and
Servicing
Agreement
as a whole.
All
references
herein
to
Articles,
Sections
or
Subsections
shall
mean the
corresponding
Articles,
Sections
and
Subsections
in the
Pooling
and
Servicing
Agreement.
The definitions set forth herein include both the singular and the
plural.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01.
CONVEYANCE OF MORTGAGE LOANS.
(See Section 2.01 of the Standard Terms.)
SECTION 2.02.
ACCEPTANCE BY TRUSTEE.
(See Section 2.02 of the Standard Terms.)
SECTION 2.03.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE MASTER SERVICER
AND THE COMPANY.
(A)
For
representations,
warranties
and
covenants
of the
Master
Servicer,
see
Section
2.03(a) of the
Standard Terms.
(B)
The Company hereby
represents and warrants to the Trustee for the benefit of
Certificateholders
that as
of the Closing Date (or, if otherwise specified below, as of the
date so specified):
(i)
No Mortgage
Loan is 30 or more days
Delinquent
in payment of
principal
and interest as of the Cut-off
Date and no more than 0.2% of the Mortgage
Loans have been so
Delinquent
more than once in the
12-month period prior to the Cut-off Date;
(ii)
The
information
set forth in Exhibit
One hereto
with
respect to each
Mortgage
Loan or the
Mortgage
Loans,
as the case may be, is true and
correct in all
material
respects
at the date or dates
respecting which such information is furnished;
(iii)
The
Mortgage
Loans are
payment-option
adjustable-rate
mortgage
loans
with a
negative
amortization
feature
with
Monthly
Payments
due on the first day of each
month
and terms to
maturity
at
origination or modification of not more than 40 years;
(iv)
To the best of the
Company's
knowledge,
if a Mortgage
Loan is secured by a Mortgaged
Property
with a
Loan-to-Value
Ratio at
origination
in excess of 80%,
such
Mortgage
Loan is the subject of a
Primary
Insurance
Policy that insures (a) at least 35% of the Stated
Principal
Balance of the
Mortgage Loan at origination if the
Loan-to-Value
Ratio is between
100.00% and 95.01%,
(b) at
least
30%
of
the
Stated
Principal
Balance
of
the
Mortgage
Loan
at
origination
if the
Loan-to-Value
Ratio is
between
95.00%
and
90.01%,
(c) at least 25% of such
balance
if the
Loan-to-Value
Ratio is between
90.00%
and
85.01% and (d) at least 12% of such
balance if the
Loan-to-Value
Ratio is between 85.00% and 80.01%. To the best of the Company's
knowledge,
each
such
Primary
Insurance
Policy is in full force and effect and the
Trustee is
entitled to the
benefits thereunder;
(v)
The issuers of the Primary Insurance Policies are insurance
companies whose
claims-paying
abilities are
currently acceptable to each Rating Agency;
(vi)
No more than 0.8% of the Mortgage Loans by aggregate Stated
Principal
Balance as of the Cut-off Date are
secured
by
Mortgaged
Properties
located in any one zip code area in
California,
and no more
than 0.8% of the Mortgage
Loans by
aggregate
Stated
Principal
Balance as of the Cut-off Date
are secured by Mortgaged Properties located in any one zip code
area outside California;
(vii)
The
improvements
upon the
Mortgaged
Properties
are insured
against loss by fire and other hazards as
required by the Program
Guide,
including
flood
insurance if required under the National Flood
Insurance
Act of 1968,
as amended.
The
Mortgage
requires
the
Mortgagor
to
maintain
such
casualty
insurance
at
the
Mortgagor's
expense,
and
on the
Mortgagor's
failure
to do so,
authorizes
the holder of the Mortgage to obtain and maintain such
insurance at the
Mortgagor's
expense and to seek reimbursement therefor from the Mortgagor;
(viii)
Immediately
prior to the assignment of the Mortgage Loans to the Trustee,
the Company had good title to,
and was the sole owner of, each
Mortgage
Loan free and clear of any pledge,
lien,
encumbrance
or
security
interest
(other
than
rights to
servicing
and
related
compensation)
and such
assignment
validly
transfers
ownership of the Mortgage
Loans to the Trustee free and clear of
any pledge, lien, encumbrance or security interest;
(ix)
No more than 93.1% of the Mortgage
Loans by
aggregate
Stated
Principal
Balance as of the Cut-off Date
were underwritten under a reduced loan documentation
program,
no more than 1.0% of the Mortgage
Loans by aggregate
Stated
Principal
Balance as of the Cut-off Date were
underwritten
under a
no-stated
income
program,
and no more
than 0.2% of the
Mortgage
Loans by
aggregate
Stated
Principal Balance as of the Cut-off Date were underwritten under a
no income/no asset program;
(x)
Except with respect to no more than 10.4% of the Mortgage Loans by
aggregate Stated
Principal
Balance as
of the Cut-off
Date,
the
Mortgagor
represented
in its loan
application
with respect to the
related Mortgage Loan that the Mortgaged Property would be
owner-occupied;
(xi)
None of the Mortgage Loans is a Buy-Down Mortgage Loan;
(xii)
Each Mortgage Loan constitutes a qualified
mortgage under Section
860G(a)(3)(A) of the Code and Treasury
Regulation
Section
1.860G-2(a)(1),
(2),
(4),
(5),
(6), (7) and (9) without
reliance on the
provisions
of
Treasury
Regulation
Section
1.860G-2(a)(3)
or
Treasury
Regulation
Section
1.860G-2(f)(2)
or any other
provision
that
would
allow a
Mortgage
Loan to be
treated as a
"qualified
mortgage"
notwithstanding
its
failure
to
meet
the
requirements
of
Section
860G(a)(3)(A) of the Code and Treasury
Regulation
Section
1.860G-2(a)(1),
(2), (4), (5), (6),
(7) and (9);
(xiii)
A policy of title
insurance
was
effective
as of the
closing
of each
Mortgage
Loan and is valid and
binding and
remains in full force and effect,
unless the
Mortgaged
Properties
are located in
the State of Iowa and an
attorney's
certificate
has been
provided as described in the Program
Guide;
(xiv)
No Mortgage Loan is a Cooperative Loan;
(xv)
With respect to each Mortgage Loan originated
under a "streamlined"
Mortgage Loan program (through which
no new or updated
appraisals
of
Mortgaged
Properties
are
obtained
in
connection
with the
refinancing
thereof),
the
related
Seller
has
represented
that
either (a) the value of the
related
Mortgaged
Property as of the date the Mortgage
Loan was
originated
was not less than
the appraised
value of such property at the time of origination of the refinanced
Mortgage Loan
or (b) the
Loan-to-Value
Ratio
of the
Mortgage
Loan as of the
date
of
origination
of the
Mortgage Loan generally meets the Company's underwriting
guidelines;
(xvi)
Interest on each Mortgage
Loan is
calculated on the basis of a 360-day year
consisting of twelve 30-day
months;
(xvii)
None of the Mortgage Loans contain in the related Mortgage File a
Destroyed Mortgage Note;
(xviii)
Five of the
Mortgage
Loans,
representing
no more than 0.3% of the Mortgage
Loans by aggregate
Stated
Principal Balance, have been made to International Borrowers;
(xix)
No Mortgage Loan provides for payments
that are subject to reduction by
withholding
taxes levied by any
foreign (non-United States) sovereign government; and
(xx)
None of the Mortgage
Loans are
Additional
Collateral
Loans and none of the Mortgage
Loans are Pledged
Asset Loans.
It is
understood
and agreed that the
representations
and
warranties
set forth in this Section
2.03(b)
shall
survive delivery of the respective Custodial Files to the Trustee
or the Custodian.
Upon
discovery by any of the Company,
the Master
Servicer,
the Trustee or any Custodian of a breach of
any of the
representations
and warranties set forth in this Section 2.03(b) that materially
and adversely affects
the interests of the
Certificateholders
in any Mortgage Loan, the party discovering such breach shall give
prompt
written
notice to the other parties (the
Custodian
being so obligated
under a Custodial
Agreement);
provided,
however,
that in the event of a breach of the representation and warranty
set forth in Section
2.03(b)(xii),
the
party
discovering
such
breach
shall
give such
notice
within
five days of
discovery.
Within 90 days of its
discovery
or its
receipt of notice of breach,
the
Company
shall
either (i) cure such
breach in all
material
respects
or (ii)
purchase
such
Mortgage
Loan from the Trust Fund at the
Purchase
Price and in the manner set
forth in Section
2.02;
provided
that the Company
shall have the option to
substitute
a
Qualified
Substitute
Mortgage Loan or Loans for such Mortgage Loan if such
substitution
occurs within two years
following the Closing
Date;
provided
that if the
omission
or defect
would
cause the
Mortgage
Loan to be other
than a
"qualified
mortgage" as defined in Section
860G(a)(3) of the Code, any such cure or repurchase must occur
within 90 days from
the date such breach was discovered.
Any such
substitution
shall be effected by the Company under the same terms
and conditions as provided in Section 2.04 for
substitutions by Residential
Funding.
It is understood and agreed
that the
obligation
of the Company to cure such breach or to so purchase or
substitute
for any Mortgage Loan as
to which such a breach has occurred and is
continuing
shall
constitute
the sole remedy
respecting
such breach
available to the Certificateholders or the Trustee on behalf of the
Certificateholders.
SECTION 2.04.
REPRESENTATIONS AND WARRANTIES OF SELLERS.(See Section 2.04 of the
Standard Terms)
SECTION 2.05.
EXECUTION AND AUTHENTICATION OF
CERTIFICATES/ISSUANCE
OF CERTIFICATES
EVIDENCING INTERESTS IN
REMIC I, REMIC II AND REMIC III.
The Trustee
acknowledges
the
assignment
to it of the Mortgage
Loans and the delivery of the Custodial
Files to it, or the Custodian on its behalf,
subject to any exceptions
noted,
together with the assignment to it
of all
other
assets
included
in the
Trust
Fund
and/or
the
applicable
REMIC,
receipt
of which is
hereby
acknowledged.
Concurrently
with such
delivery and in exchange
therefor,
the
Trustee,
pursuant to the written
request of the Company
executed by an officer of the
Company,
has executed
and caused to be
authenticated
and
delivered
to or upon the order of the
Company
the Class R-I
Certificates
in
authorized
denominations
which,
together
with the
REMIC I
Regular
Interests,
evidence
the
beneficial
interest
in REMIC I, the
Class
R-II
Certificates
in
authorized
denominations
which,
together
with the REMIC II Regular
Interests,
evidence
the
beneficial
interest in REMIC II and the Class R-X Certificates in authorized
denominations
which,
together with
the REMIC III Regular Interests, evidence the beneficial interest
in REMIC III.
SECTION 2.06.
CONVEYANCE OF UNCERTIFICATED REGULAR INTERESTS; ACCEPTANCE BY THE
TRUSTEE.
The Company,
as of the Closing
Date,
and
concurrently
with the execution
and delivery
hereof,
does
hereby assign without
recourse all the right,
title and interest of the Company in and to (i) the REMIC I Regular
Interests
to the Trustee for the
benefit of the Holders of each Class of
Certificates
(other than the Class R-I
Certificates)
and (ii)
REMIC II
Regular
Interests
P,
SB-PO and SB-IO to the
Trustee
for the
benefit of the
Holders
of the Class P,
Class SB and Class R-X
Certificates.
The
Trustee
acknowledges
receipt of the REMIC I
Regular
Interests
and declares that it holds and will hold the same in trust for the
exclusive use and benefit of
all
present
and
future
Holders of each
Class of
Certificates
(other
than the Class R-I
Certificates).
The
Trustee
acknowledges
receipt of REMIC II Regular Interests P, SB-PO and SB-IO and
declares that it holds and will
hold the same in trust for the
exclusive
use and benefit of all present and future
Holders of the Class P, Class
SB and the Class R-X
Certificates.
The rights of the Holders of each Class of Certificates
(other than the Class
R-I
Certificates)
to receive
distributions
from the
proceeds
of REMIC II in respect of such
Classes
and the
rights of the
Holders
of the Class P,
Class SB and Class R-X
Certificates
to
receive
distributions
from the
proceeds of REMIC III in respect of such
Classes,
and all
ownership
interests of the Holders of such Classes in
such distributions, shall be as set forth in this Agreement.
SECTION 2.07.
ISSUANCE OF CERTIFICATES EVIDENCING INTERESTS IN REMIC II AND REMIC
III.
The Trustee
acknowledges the assignment to it of the Uncertificated
Regular Interests and,
concurrently
therewith and in exchange
therefor,
pursuant to the written request of the Company
executed by an officer of the
Company,
the
Trustee
has
executed
and caused to be
authenticated
and
delivered
to or upon the order of the
Company,
(i) all Classes of Certificates
(other than the Class P, Class SB, Class R-I and Class R-X
Certificates)
in
authorized
denominations,
which,
together with REMIC II Regular
Interests P, SB-IO and SB-PO,
evidence the
beneficial
interests
in the
entire
REMIC II and (ii) the Class P,
Class SB and Class
R-X
Certificates
which
evidence the beneficial interests in the entire REMIC III.
SECTION 2.08.
PURPOSES AND POWERS OF THE TRUST.
(See Section 2.08 of the Standard Terms.)
SECTION 2.09.
AGREEMENT REGARDING ABILITY TO DISCLOSE.
The Company,
the Master
Servicer and the Trustee
hereby
agree,
notwithstanding
any other
express or
implied
agreement
to
the
contrary,
that
any
and
all
Persons,
and
any
of
their
respective
employees,
representatives,
and other agents may disclose,
immediately
upon
commencement
of
discussions,
to any and all
Persons,
without
limitation of any kind, the tax treatment and tax structure of the
transaction and all materials
of any kind
(including
opinions or other tax
analyses)
that are
provided
to any of them
relating to such tax
treatment and tax structure.
For purposes of this
paragraph,
the terms "tax
treatment" and "tax
structure" are
defined under Treasury Regulationss.1.6011-4(c).
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01
Master Servicer to Act as Servicer.
(See Section 3.01 of the Standard Terms)
Section 3.02
Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of
Subservicers' and Sellers' Obligations.
(See Section 3.02 of the Standard Terms)
Section 3.03
Successor Subservicers.
(See Section 3.03 of the Standard Terms)
Section 3.04
Liability of the Master Servicer.
(See Section 3.04 of the Standard Terms)
Section 3.05
No Contractual Relationship Between Subservicer and Trustee or
Certificateholders.
(See Section 3.05 of the Standard Terms)
Section 3.06
Assumption or Termination of Subservicing Agreements by Trustee.
(See Section 3.06 of
the Standard Terms)
Section 3.07
Collection of Certain Mortgage Loan Payments; Deposit to Custodial
Account.
(a)
(See Section 3.07(a) of the Standard Terms)
(b)
The
Master
Servicer
shall
establish
and
maintain
a
Custodial
Account in which the Master
Servicer
shall
deposit or cause to be
deposited
on a daily basis,
except as
otherwise
specifically
provided
herein,
the
following
payments
and
collections
remitted by
Subservicers
or received by it in respect of the
Mortgage
Loans
subsequent
to the Cut-off Date (other than in respect of
principal
and interest on the Mortgage
Loans due on or before the Cut-off Date):
(i)
All
payments
on
account
of
principal,
including
Principal
Prepayments
made
by
Mortgagors on the Mortgage
Loans and the
principal
component of any
Subservicer
Advance or of any REO
Proceeds received in connection with an REO Property for which an
REO Disposition has occurred;
(ii)
All
payments on account of
interest
at the
Adjusted
Mortgage
Rate on the
Mortgage
Loans,
including Buydown Funds, if any, and the interest
component of any Subservicer
Advance or of any
REO Proceeds received in connection with an REO Property for which
an REO Disposition has occurred;
(iii)
Insurance Proceeds,
Subsequent
Recoveries and Liquidation Proceeds (net of any related
expenses of the Subservicer);
(iv)
All proceeds of any Mortgage Loans
purchased
pursuant to Section 2.02,
2.03,
2.04 or
4.07 (including
amounts received from Residential
Funding pursuant to the last paragraph of Section 4 of
the Assignment
Agreement in respect of any
liability,
penalty or expense that resulted from a breach of
the Compliance With Laws
Representation
and all amounts
required to be deposited in connection with the
substitution of a Qualified Substitute Mortgage Loan pursuant to
Section 2.03 or 2.04;
(v)
Any amounts required to be deposited pursuant to Section 3.07(c) or
3.21;
(vi)
All
amounts
transferred
from the
Certificate
Account
to the
Custodial
Account in
accordance with Section 4.02(a);
(vii)
Any amounts
realized by the
Subservicer and received by the Master Servicer in respect
of any Additional Collateral;
(viii)
Any amounts received by the Master Servicer in respect of Pledged
Assets; and
The foregoing
requirements for deposit in the Custodial
Account shall be exclusive,
it being understood
and agreed that,
without
limiting the generality of the
foregoing,
payments on the Mortgage Loans which are not
part of the Trust Fund
(consisting
of payments in respect of principal and interest on the Mortgage
Loans due on
or before the Cut-off Date) and payments or
collections in the nature of late payment
charges or assumption
fees
may but need not be
deposited
by the
Master
Servicer
in the
Custodial
Account.
In the event any
amount not
required to be deposited in the
Custodial
Account is so deposited,
the Master
Servicer may at any time withdraw
such amount from the Custodial
Account,
any provision
herein to the contrary
notwithstanding.
Amounts received
by the Master Servicer in connection with
Prepayment
Charges on the Prepayment
Charge Loans shall be remitted by
the Master Servicer,
upon receipt thereof, to the Trustee and shall be deposited by the
Trustee,
upon the receipt
thereof and written
direction with respect thereto,
into the Class P Reserve Account.
The Custodial
Account may
contain
funds that
belong to one or more trust funds
created for
mortgage
pass-through
certificates
of other
series and may contain
other funds
respecting
payments on Mortgage
Loans
belonging
to the Master
Servicer or
serviced or master
serviced
by it on behalf of others.
Notwithstanding
such
commingling
of funds,
the Master
Servicer shall keep records that
accurately
reflect the funds on deposit in the Custodial
Account that have been
identified by it as being attributable to the Mortgage Loans.
With respect to Insurance Proceeds,
Liquidation
Proceeds,
REO Proceeds and the proceeds of the purchase
of any Mortgage Loan pursuant to Sections
2.02,
2.03,
2.04 and 4.07 received in any calendar
month,
the Master
Servicer
may elect to treat such amounts as included in the
Available
Distribution
Amount for the
Distribution
Date in the month of receipt,
but is not obligated to do so. If the Master
Servicer so elects,
such amounts will
be deemed to have been
received (and any related
Realized Loss shall be deemed to have
occurred) on the last day
of the month prior to the receipt thereof.
(c)
(See Section 3.07(c) of the Standard Terms)
(d)
(See Section 3.07(d) of the Standard Terms)
(e)
Notwithstanding
Section
3.07(a),
The Master
Servicer shall not waive (or permit a Subservicer
to waive) any
Prepayment
Charge
unless:
(i) the
enforceability
thereof shall have been limited by bankruptcy,
insolvency,
moratorium,
receivership
and other similar laws relating to creditors'
rights
generally,
(ii) the
enforcement
thereof
is
illegal,
or any local,
state or
federal
agency
has
threatened
legal
action if the
prepayment
penalty is enforced,
(iii) the
collectability
thereof shall have been limited due to acceleration in
connection
with a
foreclosure
or other
involuntary
payment or (iv) such waiver is standard
and
customary
in
servicing
similar
Mortgage Loans and relates to a default or a reasonably
foreseeable
default and would, in the
reasonable
judgment of the Master Servicer,
maximize
recovery of total proceeds taking into account the value of
such
Prepayment
Charge and the related
Mortgage
Loan. In no event will the Master
Servicer
waive a Prepayment
Charge in
connection
with a
refinancing
of a Mortgage
Loan that is not
related
to a default or a
reasonably
foreseeable
default.
If a Prepayment Charge is waived, but does not meet the standards
described above, then the
Master
Servicer
is
required to deposit
into the Class P Reserve
Account
the amount of such waived
Prepayment
Charge at the time that the amount
prepaid on the
related
Mortgage
Loan is required
to be
deposited
into the
Custodial
Account.
Notwithstanding
any other
provisions
of this
Agreement,
any
payments
made by the Master
Servicer in respect of any waived
Prepayment
Charges
pursuant to this Section shall be deemed to be paid outside
of the Trust Fund and not part of any REMIC.
Section 3.08.
Subservicing Accounts; Servicing Accounts.
(See Section 3.08 of the Standard Terms)
Section 3.09.
Access to Certain
Documentation
and
Information
Regarding the Mortgage
Loans.
(See
Section 3.09 of the Standard Terms)
Section 3.10.
Permitted Withdrawals from the Custodial Account.
(See
Section
3.10 of the Standard
Terms)
Section 3.11.
Maintenance of the Primary
Insurance
Policies;
Collections
Thereunder.
(See Section
3.11 of the Standard Terms)
Section 3.12.
Maintenance
of Fire
Insurance and Omissions and Fidelity
Coverage.
(See Section 3.12
of the Standard Terms)
Section 3.13.
Enforcement of Due-on-Sale
Clauses;
Assumption and Modification
Agreements;
Certain
Assignments.
(See Section 3.13 of the Standard Terms)
Section 3.14.
Realization Upon Defaulted Mortgage Loans. (See Section 3.14 of the
Standard Terms)
Section 3.15.
Trustee to
Cooperate;
Release of Mortgage
Files.
(See
Section
3.15 of the Standard
Terms)
Section 3.16.
Servicing and Other Compensation; Compensating Interest.
(a)
(See Section 3.16(a) of the Standard Terms)
(b)
Additional
servicing
compensation
in
the
form
of
assumption
fees,
late
payment
charges,
investment
income on amounts in the Custodial
Account or the Certificate
Account or otherwise
(but not including
Prepayment
Charges)
shall be retained by the Master
Servicer or the
Subservicer to
the extent provided herein,
subject to clause (e) below.
Prepayment
Charges shall be deposited into the
Class P
Reserve
Account
and
shall be paid on each
Distribution
Date to the
Holders
of the
Class P
Certificates.
(c)
(See Section 3.16(c) of the Standard Terms)
(d)
(See Section 3.16(d) of the Standard Terms)
(e)
(See Section 3.16(e) of the Standard Terms)
Section 3.17.
Reports to the Trustee and the Company.
(See Section 3.17 of the Standard Terms)
Section 3.18.
Annual Statement as to Compliance. (See Section 3.18 of the
Standard Terms)
Section 3.19.
Annual Independent Public Accountants' Servicing Report.
(See Section 3.19 of the
Standard Terms)
Section 3.20.
Rights of the Company in Respect of the Master Servicer.
(See Section 3.20 of the
Standard Terms)
Section 3.21.
Administration of Buydown Funds.
(See Section 3.21 of the Standard Terms)
Section 3.22
Advance Facility. (See Section 3.22 of the Standard Terms)
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
SECTION 4.01.
CERTIFICATE ACCOUNT.
(See Section 4.01 of the Standard Terms.)
SECTION 4.02.
DISTRIBUTIONS.
(A)
On each
Distribution
Date, the Trustee (or the Paying Agent on behalf of the Trustee)
shall allocate and
distribute the Available
Distribution
Amount to the extent on deposit in the
Certificate
Account for such
date to the interests issued in respect of REMIC I and REMIC II as
specified in this Section.
(B)
(1)
On each
Distribution
Date, the REMIC I Distribution
Amount shall be distributed
by REMIC I to REMIC II on account of the REMIC I Regular
Interests
in the amounts
and with the
priorities
set
forth in the
definition
thereof.
On each
Distribution
Date,
any
amounts
distributed
on REMIC II
Regular
Interests
P,
SB-PO and SB-IO
shall be
distributed
by REMIC II to REMIC III on
account
of such
interests.
(2)
Notwithstanding
the
distributions on the REMIC I Regular
Interests and REMIC
II
Regular
Interests
P,
SB-PO and SB-IO
described
in this
Section
4.02(b),
distribution
of funds from the
Certificate Account shall be made only in accordance with Section
4.02(c).
(C)
On each
Distribution
Date (x) the Master
Servicer
on behalf of the
Trustee
or (y) the
Paying
Agent
appointed
by
the
Trustee
and
the
Supplemental
Interest
Trust
Trustee,
shall
distribute
to
each
Certificateholder
of record on the next
preceding
Record Date
(other than as provided in Section
9.01 of
the
Standard
Terms
respecting
the final
distribution)
either in
immediately
available
funds (by wire
transfer
or
otherwise)
to
the
account
of
such
Certificateholder
at a bank
or
other
entity
having
appropriate
facilities
therefor,
if such
Certificateholder
has so
notified
the Master
Servicer or the
Paying Agent,
as the case may be, or, if such
Certificateholder
has not so notified the Master Servicer or
the
Paying
Agent by the Record
Date,
by check
mailed to such
Certificateholder
at the
address of such
Holder
appearing in the
Certificate
Register such
Certificateholder's
share (which share with respect to
each Class of
Certificates,
shall be based on the
aggregate of the
Percentage
Interests
represented
by
Certificates of the applicable
Class held by such Holder) of the following
amounts,
in the following order
of priority,
in each case to the extent of the Available
Distribution
Amount on deposit in the Certificate
Account
(except
that,
with
respect
to clause
(x)
below,
such
distribution
shall be to the extent of
Prepayment
Charges
on
deposit in the
Certificate
Account,
and with
respect
to the
Distribution
Date
immediately
following
the last month during which a Prepayment
Charge may be assessed on a Mortgage
Loan,
or upon the termination of the Trust Fund pursuant to Section 9.01,
such
distribution
shall also include an
amount equal to the Class P Reserve Account Amount):
(i)
The Interest Distribution Amount, sequentially:
(A)
first,
to the
Class
A-1,
Class
A-2
and
Class
A-3
Certificates,
Accrued
Certificate
Interest
due
thereon
for
such
Distribution
Date
plus
any
Accrued
Certificate
Interest due thereon
remaining unpaid from any prior
Distribution
Date,
together
with interest thereon at the related
Pass-Through Rate in effect for such Distribution
Date, on
a pro rata basis in accordance
with the Accrued
Certificate
Interest and any interest
thereon
due to each such class;
(B)
second, to the Class M-1
Certificates,
Accrued
Certificate
Interest
due
thereon
for such
Distribution
Date plus any
Accrued
Certificate
Interest
due
thereon
remaining
unpaid
from any prior
Distribution
Date,
together
with
interest
thereon
at the
related Pass-Through Rate in effect for such Distribution Date;
(C)
third, to the Class M-2 Certificates
Accrued Certificate
Interest due
thereon for such
Distribution Date plus any Accrued
Certificate
Interest due thereon remaining
unpaid
from
any
prior
Distribution
Date,
together
with
interest
thereon
at the
related
Pass-Through Rate in effect for such Distribution Date;
(D)
fourth,
to the Class M-3
Certificates
Accrued
Certificate
Interest
due
thereon
for such
Distribution
Date plus any
related
Accrued
Certificate
Interest
due
thereon
remaining
unpaid from any prior
Distribution
Date,
together with interest thereon at
the related Pass-Through Rate in effect for such Distribution Date;
(E)
fifth,
to the Class M-4
Certificates,
Accrued
Certificate
Interest
due
thereon
for such
Distribution
Date plus any
Accrued
Certificate
Interest
due
thereon
remaining
unpaid
from any prior
Distribution
Date,
together
with
interest
thereon
at the
related Pass-Through Rate in effect for such Distribution Date;
(F)
sixth, to the Class M-5 Certificates
Accrued Certificate
Interest due
thereon for such
Distribution Date plus any Accrued
Certificate
Interest due thereon remaining
unpaid
from
any
prior
Distribution
Date,
together
with
interest
thereon
at the
related
Pass-Through Rate in effect for such Distribution Date;
(G)
seventh,
to the Class M-6 Certificates
Accrued
Certificate
Interest
due
thereon
for such
Distribution
Date plus any
related
Accrued
Certificate
Interest
due
thereon
remaining
unpaid from any prior
Distribution
Date,
together with interest thereon at
the related Pass-Through Rate in effect for such Distribution Date;
(H)
eighth, to the Class M-7
Certificates,
Accrued
Certificate
Interest
due
thereon
for such
Distribution
Date plus any
Accrued
Certificate
Interest
due
thereon
remaining
unpaid
from any prior
Distribution
Date,
together
with
interest
thereon
at the
related Pass-Through Rate in effect for such Distribution Date;
(I)
ninth, to the Class M-8 Certificates
Accrued Certificate
Interest due
thereon for such
Distribution Date plus any Accrued
Certificate
Interest due thereon remaining
unpaid
from
any
prior
Distribution
Date,
together
with
interest
thereon
at the
related
Pass-Through Rate in effect for such Distribution Date;
(J)
tenth, to the Class M-9 Certificates
Accrued Certificate
Interest due
thereon for such
Distribution Date plus any Accrued
Certificate
Interest due thereon remaining
unpaid
from
any
prior
Distribution
Date,
together
with
interest
thereon
at the
related
Pass-Through Rate in effect for such Distribution Date; and
(K)
eleventh,
to the Class B
Certificates
Accrued
Certificate
Interest
due
thereon
for such
Distribution
Date plus any
Accrued
Certificate
Interest
due
thereon
remaining
unpaid
from any prior
Distribution
Date,
together
with
interest
thereon
at the
related Pass-Through Rate in effect for such Distribution Date;
(ii)
to the Class A, the Class M and the Class B
Certificateholders
from the
amount,
if any,
of
Available
Distribution
Amount
remaining
after the foregoing
distributions,
the Principal
Distribution
Amount,
which
amount
shall be
allocated
in the
manner
and
priority
set forth in
Section
4.02(d),
until the Certificate
Principal
Balance of each Class of Class A, Class M and Class B
Certificates has been reduced to zero;
(iii)
to the Class A,
Class M and Class B
Certificateholders
from the
amount,
if any,
of Excess
Cash Flow
remaining
after the
foregoing
distributions,
the amount of any
related
Prepayment
Interest
Shortfalls
with
respect to the Mortgage
Loans for that
Distribution
Date,
to the extent not
covered by Compensating
Interest on such
Distribution
Date, which amount shall be allocated to
the Class A, Class M and Class B
Certificateholders
on a pro rata basis, based on the amount of
Prepayment Interest Shortfalls allocated thereto for such
Distribution Date;
(iv)
to the Class A,
Class M and Class B
Certificateholders
from the
amount,
if any,
of Excess
Cash Flow
remaining after the foregoing
distributions,
the amount of any Prepayment
Interest
Shortfalls
allocated thereto remaining unpaid from prior
Distribution
Dates together with interest thereon
at the related
Pass-Through
Rate in effect for such
Distribution
Date,
which amount shall be
allocated to the Class A, Class M and Class B
Certificateholders
on a pro rata basis,
based on
the amount of Prepayment Interest Shortfalls remaining unpaid;
(v)
to the Holders of the Class A Certificates,
pro rata, and then
sequentially to the Class M-1, Class M-2,
Class
M-3,
Class
M-4,
Class
M-5,
Class
M-6,
Class
M-7,
Class
M-8
and
Class
M-9
Certificateholders,
in that
order,
and then to the
Holders of the Class B
Certificates,
any
Interest Carryforward Amounts allocated thereto that remain
unreimbursed;
(vi)
to the Class A, Class M and Class B
Certificates
from the amount,
if any, of Excess Cash Flow remaining
after the foregoing
distributions
the amount of any Basis Risk
Shortfall on such
Certificates
(after giving effect,
with respect to the initial
Distribution
Date, to payments made from the
Basis Risk
Shortfall
Reserve
Fund),
which
amount shall be
allocated
first,
to the Class A
Certificates
on a pro rata
basis,
based on their
respective
Basis
Risk
Shortfall
for such
Distribution
Date,
and then,
sequentially,
to the Class M-1, Class M-2, Class M-3, Class M-4,
Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9
Certificateholders,
in that order, and
then to the Class B Certificateholders;
(vii)
to pay the
Holders
of the
Class A,
Class M and Class B
Certificates,
on a pro rata
basis,
based on
Relief Act
Shortfalls
allocated
thereto for such
Distribution
Date, the amount of any Relief
Act Shortfalls allocated thereto with respect to the Mortgage Loans
for such Distribution Date,
(viii)
to the
Holders
of the
Class A
Certificates
(other
than the Class A-1
Certificates),
the
principal
portion
of any
Realized
Losses
previously
allocated
to
those
Certificates
and
remaining
unreimbursed,
which amount shall be allocated
sequentially,
in order of priority,
then to the
Class M-1,
Class M-2,
Class M-3,
Class M-4,
Class M-5,
Class M-6,
Class M-7,
Class M-8 and
Class M-9 Certificateholders, in that order, and then to the Class
B Certificateholders;
(ix)
to the Class SB
Certificates,
from the amount,
if any, of the Available
Distribution
Amount remaining
after the foregoing
distributions,
the sum of (I) Accrued
Certificate
Interest thereon,
(II)
the amount of any
Overcollateralization
Reduction Amount for such
Distribution
Date and (III)
for any Distribution
Date after the Certificate
Principal
Balance of each Class A, Class M and
Class B Certificate has been reduced to zero, the
Overcollateralization Amount;
(x)
to the
Class
P
Certificates
from
Prepayment
Charges
on
deposit
in the
Certificate
Account,
any
