EXECUTION COPY
RESIDENTIAL ACCREDIT LOANS, INC.,
Company,
RESIDENTIAL FUNDING COMPANY, LLC,
Master Servicer,
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
Trustee
SERIES SUPPLEMENT,
Dated as of February 1, 2007,
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
dated as of December 1, 2006
Mortgage Asset-Backed Pass-Through Certificates
SERIES 2007-QO2
TABLE OF CONTENTS
(continued)
PAGE
-ii-
-iii-
ARTICLE I
DEFINITIONS................................................................................4
Section 1.01.
Definitions.......................................................................4
Section 1.02.
Determination of
LIBOR...........................................................29
Section 1.03.
Use of Words and
Phrases.........................................................30
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES...........................30
Section 2.01.
Conveyance of Mortgage
Loans.....................................................30
Section 2.02.
Acceptance by
Trustee............................................................30
Section 2.03.
Representations, Warranties and Covenants of the Master Servicer
and the Company.30
Section 2.04.
Representations and Warranties of
Sellers........................................34
Section 2.05.
Execution and Authentication of Certificates/Issuance of
Certificates Evidencing Interests in
REMIC I
Certificates.............................................................34
Section 2.06.
Conveyance of REMIC I Regular Interests; Acceptance by the
Trustee...............34
Section 2.07.
Issuance of Certificates Evidencing Interest in REMIC
II.........................34
Section 2.08.
Purposes and Powers of the
Trust.................................................34
Section 2.09.
Agreement Regarding Ability to
Disclose..........................................34
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS............................................36
ARTICLE IV
PAYMENTS TO
CERTIFICATEHOLDERS............................................................40
Section 4.01.
Certificate
Account..............................................................40
Section 4.02.
Distributions....................................................................40
Section 4.03.
Statements to Certificateholders; Statements to the Rating
Agencies; Exchange Act Reporting 45
Section 4.04.
Distribution of Reports to the Trustee and the Company; Advances by
the Master Servicer.
45
Section 4.05.
Allocation of Realized
Losses....................................................45
Section 4.06.
Reports of Foreclosures and Abandonment of Mortgaged
Property....................47
Section 4.07.
Optional Purchase of Defaulted Mortgage
Loans....................................47
Section 4.08.
Surety
Bond......................................................................47
Section 4.09.
The Swap
Agreement...............................................................47
Section 4.10.
Class P Reserve
Account..........................................................47
ARTICLE V
THE
CERTIFICATES..........................................................................48
ARTICLE VI
THE COMPANY AND THE MASTER
SERVICER.......................................................49
ARTICLE VII
DEFAULT...................................................................................50
ARTICLE VIII
CONCERNING THE
TRUSTEE....................................................................51
ARTICLE IX
TERMINATION...............................................................................52
ARTICLE X
REMIC
PROVISIONS..........................................................................53
Section 10.01.
REMIC
Administration.............................................................53
Section 10.02.
Master Servicer; REMIC Administrator and Trustee
Indemnification.................53
Section 10.03.
Designation of
REMIC.............................................................53
Section 10.04.
Distributions on the REMIC I Regular
Interests...................................53
Section 10.05.
Compliance with Withholding
Requirements.........................................53
ARTICLE XI
MISCELLANEOUS
PROVISIONS..................................................................54
Section 11.01.
Amendment........................................................................54
Section 11.02.
Recordation of Agreement;
Counterparts...........................................54
Section 11.03.
Limitation on Rights of
Certificateholders.......................................54
Section 11.04.
Governing
Laws...................................................................54
Section 11.05.
Notices..........................................................................54
Section 11.06.
Required Notices to Rating Agency and
Subservicer................................55
Section 11.07.
Severability of
Provisions.......................................................55
Section 11.08.
Supplemental Provisions for
Resecuritization.....................................55
Section 11.09.
Allocation of Voting
Rights......................................................55
Section 11.10.
No
Petition......................................................................55
ARTICLE XII
COMPLIANCE WITH REGULATION
AB.............................................................56
EXHIBITS
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
Exhibit Ten:
Swap Agreement
This is a Series
Supplement,
dated as of February 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,
in its capacity as
trustee
(together
with its permitted
successors
and assigns,
the
"Trustee")
and in its capacity as
supplemental
interest trust
trustee (together with its permitted successors and assigns, the
"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 (exclusive of the
Supplemental
Interest Trust Account,
the Swap Agreement,
the Yield
Maintenance
Agreement
and the SB-AMB Swap
Agreement)
subject to this
Agreement
as a real estate
mortgage
investment
conduit (a
"REMIC")
for
federal
income
tax
purposes,
and such
segregated
pool of assets
will be
designated
as "REMIC
I." The Class R-I
Certificates
will
represent
the sole Class of
"residual
interests"
in REMIC I for
purposes of the REMIC
Provisions
(as defined
herein) under federal
income tax law. The 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 REMIC I
DESIGNATION
PASS-THROUGH RATE
PRINCIPAL BALANCE ($)
I-1-A
Variable(1)
11,685,060.450
I-2-A
Variable(1)
11,343,384.234
I-3-A
Variable(1)
11,070,403.479
I-4-A
Variable(1)
10,803,961.962
I-5-A
Variable(1)
10,543,903.533
I-6-A
Variable(1)
10,290,075.741
I-7-A
Variable(1)
10,042,329.843
I-8-A
Variable(1)
9,800,520.552
I-9-A
Variable(1)
9,564,506.109
I-10-A
Variable(1)
9,334,148.094
I-11-A
Variable(1)
9,109,311.408
I-12-A
Variable(1)
8,889,864.156
I-13-A
Variable(1)
8,675,677.584
I-14-A
Variable(1)
8,466,626.025
I-15-A
Variable(1)
8,262,586.782
I-16-A
Variable(1)
8,063,440.128
I-17-A
Variable(1)
7,869,069.117
I-18-A
Variable(1)
7,679,359.665
I-19-A
Variable(1)
7,494,200.343
I-20-A
Variable(1)
7,313,482.431
I-21-A
Variable(1)
7,137,099.774
I-22-A
Variable(1)
6,964,948.746
I-23-A
Variable(1)
6,796,928.205
I-24-A
Variable(1)
6,632,939.403
I-25-A
Variable(1)
6,472,885.959
I-26-A
Variable(1)
6,316,673.796
I-27-A
Variable(1)
6,164,211.060
I-28-A
Variable(1)
6,015,408.111
I-29-A
Variable(1)
5,870,177.424
I-30-A
Variable(1)
5,728,433.580
I-31-A
Variable(1)
5,590,093.167
I-32-A
Variable(1)
5,455,074.816
I-33-A
Variable(1)
5,323,299.057
I-34-A
Variable(1)
5,194,688.310
I-35-A
Variable(1)
5,069,166.876
I-36-A
Variable(1)
4,946,660.838
I-37-A
Variable(1)
4,827,098.070
I-38-A
Variable(1)
4,710,408.120
I-39-A
Variable(1)
4,596,522.255
I-40-A
Variable(1)
4,485,373.389
I-41-A
Variable(1)
4,376,895.993
I-42-A
Variable(1)
4,271,026.158
I-43-A
Variable(1)
4,167,701.442
I-44-A
Variable(1)
4,066,860.924
I-45-A
Variable(1)
3,968,445.168
I-46-A
Variable(1)
3,872,396.079
I-47-A
Variable(1)
3,778,657.011
I-48-A
Variable(1)
3,687,172.650
I-49-A
Variable(1)
3,597,889.014
I-50-A
Variable(1)
3,510,753.390
I-51-A
Variable(1)
3,425,714.334
I-52-A
Variable(1)
3,342,721.617
I-53-A
Variable(1)
3,261,726.252
I-54-A
Variable(1)
3,182,680.359
I-55-A
Variable(1)
3,105,537.237
I-56-A
Variable(1)
3,030,251.328
I-57-A
Variable(1)
2,956,778.091
I-58-A
Variable(1)
2,885,074.119
I-59-A
Variable(1)
2,815,096.986
I-60-A
Variable(1)
112,038,791.499
I-1-B
Variable(1)
1,298,340.050
I-2-B
Variable(1)
1,260,376.026
I-3-B
Variable(1)
1,230,044.831
I-4-B
Variable(1)
1,200,440.218
I-5-B
Variable(1)
1,171,544.837
I-6-B
Variable(1)
1,143,341.749
I-7-B
Variable(1)
1,115,814.427
I-8-B
Variable(1)
1,088,946.728
I-9-B
Variable(1)
1,062,722.901
I-10-B
Variable(1)
1,037,127.566
I-11-B
Variable(1)
1,012,145.712
I-12-B
Variable(1)
987,762.684
I-13-B
Variable(1)
963,964.176
I-14-B
Variable(1)
940,736.225
I-15-B
Variable(1)
918,065.198
I-16-B
Variable(1)
895,937.792
I-17-B
Variable(1)
874,341.013
I-18-B
Variable(1)
853,262.185
I-19-B
Variable(1)
832,688.927
I-20-B
Variable(1)
812,609.159
I-21-B
Variable(1)
793,011.086
I-22-B
Variable(1)
773,883.194
I-23-B
Variable(1)
755,214.245
I-24-B
Variable(1)
736,993.267
I-25-B
Variable(1)
719,209.551
I-26-B
Variable(1)
701,852.644
I-27-B
Variable(1)
684,912.340
I-28-B
Variable(1)
668,378.679
I-29-B
Variable(1)
652,241.936
I-30-B
Variable(1)
636,492.620
I-31-B
Variable(1)
621,121.463
I-32-B
Variable(1)
606,119.424
I-33-B
Variable(1)
591,477.673
I-34-B
Variable(1)
577,187.590
I-35-B
Variable(1)
563,240.764
I-36-B
Variable(1)
549,628.982
I-37-B
Variable(1)
536,344.230
I-38-B
Variable(1)
523,378.680
I-39-B
Variable(1)
510,724.695
I-40-B
Variable(1)
498,374.821
I-41-B
Variable(1)
486,321.777
I-42-B
Variable(1)
474,558.462
I-43-B
Variable(1)
463,077.938
I-44-B
Variable(1)
451,873.436
I-45-B
Variable(1)
440,938.352
I-46-B
Variable(1)
430,266.231
I-47-B
Variable(1)
419,850.779
I-48-B
Variable(1)
409,685.850
I-49-B
Variable(1)
399,765.446
I-50-B
Variable(1)
390,083.710
I-51-B
Variable(1)
380,634.926
I-52-B
Variable(1)
371,413.513
I-53-B
Variable(1)
362,414.028
I-54-B
Variable(1)
353,631.151
I-55-B
Variable(1)
345,059.693
I-56-B
Variable(1)
336,694.592
I-57-B
Variable(1)
328,530.899
I-58-B
Variable(1)
320,563.791
I-59-B
Variable(1)
312,788.554
I-60-B
Variable(1)
12,448,754.611
P
((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 make an election to treat the segregated pool of assets
consisting of the
REMIC I Regular
Interests as a REMIC for federal income tax purposes,
and such segregated pool of assets will be designated as "REMIC
II." The Class
R-II
Certificates
will
represent
the sole
Class of
"residual
interests"
in REMIC II for
purposes
of the REMIC
Provisions
under
federal
income
tax law.
The Class
R-II
Certificates
will not bear
interest
or have a
Certificate
Principal
Balance.
The following
table
irrevocably
sets forth the
designation,
remittance rate (the
"Uncertificated
REMIC II Pass-Through
Rate")
and
initial
Uncertificated
Principal
Balance
for
each of the
"regular
interests"
in REMIC II (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.
None of the REMIC II Regular
Interests will be
certificated.
UNCERTIFICATED REMIC II
INITIAL UNCERTIFICATED REMIC II
DESIGNATION
PASS-THROUGH RATE
PRINCIPAL BALANCE
LT1
Variable(1)
533,182,200.89
LT2
Variable(1)
19,774.44
LT3
Variable(1)
33,552.47
LT4
Variable(1)
33,552.47
LT-IO
Variable(1)
N/A(2)
P
(3)
$100.00
____________
(1)
Calculated as provided in the definition of Uncertificated REMIC II
Pass-Through Rate.
(2)
REMIC II
Regular
Interest
LT-IO
will
not have an
Uncertificated
Principal
Balance
but
will
accrue
interest
on its
uncertificated notional amount calculated in accordance with the
definition of "Uncertificated Notional Amount" herein.
(3)
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 the REMIC II
Regular
Interests as a REMIC for federal
income tax
purposes,
and such
segregated
pool of assets will be designated as REMIC III.
The Class R-III
Certificates will represent the sole Class of
"residual
interests" in REMIC III for purposes of the REMIC Provisions
under
federal
income tax law. The Class R-III
Certificates
will not bear
interest or have a
Certificate
Principal
Balance.
The
following table irrevocably sets forth the designation,
Pass-Through Rate,
aggregate Initial Certificate
Principal Balance,
certain
features,
Maturity Date, initial ratings and minimum
denominations for each Class of
Certificates that evidence "regular
interests"
in REMIC III
and REMIC III Regular
Interests
SB-IO,
SB-PO,
IO and P (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.
REMIC III Regular Interests SB-IO, SB-PO, IO and P will not be
certificated.
AGGREGATE
INITIAL
CERTIFICATE
PASS-THROUGH
PRINCIPAL
MATURITY
S&P/
MINIMUM
DESIGNATION
TYPE
RATE
BALANCE
FEATURES
DATE
MOODY'S
DENOMINATIONS
Adjustable
Class A-1
Rate(2)(3)
Super
February
AAA/Aaa
$100,000.00
Senior/Adjustable
25, 2047
Regular(1)
388,219,000.00
Rate
Class A-2
Adjustable
Senior
February
AAA/Aaa
$100,000.00
Regular(1) Rate(2)(3)
48,527,000.00
Support/Adjustable
25, 2047
Rate
Class A-3
Adjustable
Senior
February
AAA/Aaa
$100,000.00
Regular(1 Rate(2)(3)
48,528,000.00
Support/Adjustable
25, 2047
Rate
Class M-1
Regular(1)Adjustable
10,398,000.00
Mezzanine/Subordinate/ February
AA+/Aaa
$100,000.00
Rate(2)(3)
Adjustable Rate
25, 2047
Class M-2
Regular(1)Adjustable
7,999,000.00
Mezzanine/Subordinate/ February
AA/Aa1
$100,000.00
Rate(2)(3)
Adjustable Rate
25, 2047
Class M-3
Regular(1)Adjustable
2,666,000.00
Mezzanine/Subordinate/ February
AA-/Aa1
$100,000.00
Rate(2)(3)
Adjustable Rate
25, 2047
Class M-4
Regular(1)Adjustable
6,932,000.00
Mezzanine/Subordinate/ February
A+/Aa2
$100,000.00
Rate(2)(3)
Adjustable Rate
25, 2047
Class M-5
Regular(1)Adjustable
3,199,000.00
Mezzanine/Subordinate/ February
A/Aa3
$100,000.00
Rate(2)(3)
Adjustable Rate
25, 2047
Class M-6
Regular(1)Adjustable
2,666,000.00
Mezzanine/Subordinate/ February
A-/A1
$250,000.00
Rate(2)(3)
Adjustable Rate
25, 2047
Class M-7
Regular(1)Adjustable
2,666,000.00
Mezzanine/Subordinate/ February
BBB+/A3
$250,000.00
Rate(2)(3)
Adjustable Rate
25, 2047
Class M-8
Regular(1)Adjustable
2,133,000.00
Mezzanine/Subordinate/ February
BBB+/Baa1
$250,000.00
Rate(2)(3)
Adjustable Rate
25, 2047
Class M-9
Regular(1)Adjustable
3,199,000.00
Mezzanine/Subordinate/ February
BBB-/Baa2
$250,000.00
Rate(2)(3)
Adjustable Rate
25, 2047
Class B
Regular(1)Adjustable
2,133,000.00
Mezzanine/Subordinate/ February
BB+/Ba1
$250,000.00
Rate(2)(3)
Adjustable Rate
25, 2047
SB-IO
Regular
(4)
N/A
Subordinate/Interest
February
N/R
N/A
(4)
Only
25, 2047
SB-PO
Regular
N/A
$4,003,908.27
Subordinate/Principal
February
N/R
N/A
(5)
Only
25, 2047
IO
Regular
(6)
(7)
Interest Only
February
N/R
N/R
25, 2047
P(3)
Regular
N/A
$100.00
Prepayment Charge
February
N/A
N/A
(8)
25, 2047
(1)
This Class of Certificates
represents
ownership of a REMIC III Regular Interest together with (i) certain
rights to payments
to be made from amounts
received under the Swap Agreement and the Yield
Maintenance
Agreement
which will be deemed made for federal
income tax
purposes
outside of REMIC III by the holders of the
Class SB
Certificates
as the owners of the Swap
Agreement
and the
Yield
Maintenance
Agreement and (ii) an
obligation
to pay the Class IO
Distribution
Amount (as defined in Section
4.09(e)).
Any
amount
distributed on this Class of Certificates on any Distribution
Date in excess of the amount
distributable on the related REMIC
III
Regular
Interest
on such
Distribution
Date shall be treated
for
federal
income tax
purposes
as having
been paid from the
Supplemental
Interest
Trust Account and any amount
distributable
on such REMIC III Regular
Interest on such
Distribution
Date in
excess of the amount
distributable
on such Class of
Certificates on such
Distribution
Date shall be treated as having been paid to
the Supplemental Interest Trust Account, all pursuant to and as
further provided in Section 4.09 hereof.
(2)
The Class A
Certificates,
Class M Certificates
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.
(3)
The Class A
Certificates,
Class M Certificates
and Class B Certificates
will also entitle their holders to receive certain
payments
from the holders of the Class SB
Certificates
from amounts to which the REMIC III
Regular
Interests are entitled and from
amounts
received under the Swap
Agreement,
and the Yield
Maintenance
Agreement
which will not be a part of their ownership of the
REMIC III Regular Interests.
(4)
REMIC III Regular
Interest SB-IO shall have no entitlement to principal,
and shall be entitled to
distributions of interest
subject to the terms and conditions
hereof, in an aggregate amount equal to the aggregate
interest
distributable with respect to the
Class SB Certificates pursuant to the terms and conditions hereof.
(5)
REMIC III
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 aggregate
amount equal to the initial
Overcollateralization
Amount
pursuant to the
terms and conditions hereof.
(6)
For federal
income tax purposes,
REMIC III Regular
Interest IO will not have a Pass Through
Rate,
but will be entitled to
100% of the amounts distributed on REMIC II Regular Interest LT-IO.
(7)
For federal income tax purposes,
REMIC III Regular Interest IO will not have an Uncertificated
Principal
Balance,
but will
have a notional amount equal to the Uncertificated Notional Amount
of REMIC II Regular Interest LT-IO.
(8)
REMIC III
Regular
Interest P will be entitled
to 100% of all
amounts
paid or deemed paid on REMIC II Regular
Interest P.
REMIC III Regular Interest P will not be entitled to interest on
any amounts due.
REMIC IV
As provided herein,
the REMIC
Administrator will make an election to treat the segregated pool of
assets consisting
of REMIC III Regular
Interests SB-IO,
SB-PO, IO and P as a REMIC for federal income tax purposes,
and such segregated pool of assets
will be designated as REMIC IV. The Class R-X
Certificates
will
represent
the sole
Class of
"residual
interests" in REMIC IV 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
irrevocably sets forth the designation,
Pass-Through
Rate,
aggregate
Initial
Certificate
Principal
Balance,
certain
features
and
Maturity
Date for the Class SB
Certificates
which
represent
two "regular
interests" in REMIC IV designated
REMIC IV Regular
Interest SB and REMIC IV Regular
Interest IO and the Class P
Certificates
which
represent REMIC IV Regular Interest P (the "REMIC IV Regular
Interests").
The "latest possible maturity date" (determined
solely for
purposes of satisfying Treasury Regulation Section
1.860G-1(a)(4)(iii)) for the REMIC IV Regular Interests shall be
the Maturity Date.
AGGREGATE INITIAL
PASS-THROUGH
CERTIFICATE PRINCIPAL
DESIGNATION
TYPE
RATE
BALANCE
FEATURES
MATURITY DATE
Class P
Regular (1)
N/A
$100.00
Prepayment
February 25, 2047
Class SB
Regular (2)
Adjustable
$4,003,908.27
Subordinate
February 25, 2047
Rate((2))
(1)
The Class P
Certificates will not accrue interest on their Certificate
Principal
Balance.
REMIC IV Regular Interest P will
be
entitled
to 100% of all amounts
paid or deemed
paid on REMIC III
Regular
Interest
P. REMIC IV Regular
Interest P will not be
entitled to interest on any amounts due.
(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 IV Regular Interest IO will be held as an asset of the
Supplemental
Interest Trust Account
established by the
Trustee and will be treated for federal income tax purposes as
owned by the holders of the Class SB Certificates.
REMIC IV
Regular
Interest
SB will not have a
Pass-Through
Rate,
but
will be
entitled
to 100% of all
amounts
distributed
or deemed
distributed
on REMIC III
Regular
Interests
SB-IO and SB-PO.
REMIC IV Regular
Interest
IO will not have a
Pass-Through
Rate,
but will be entitled to 100% of all amounts
distributed or deemed
distributed on REMIC III Regular
Interest IO.
REMIC IV Regular
Interest P will not have a
Pass-Through
Rate,
but will be entitled to 100% of all
amounts
distributed
or deemed
distributed
on REMIC III
Regular
Interest
P. The rights of the
holders of the Class SB
Certificates
to
payments
under the Swap
Agreement and SB-AMB Swap Agreement and the Yield
Maintenance
Agreement
shall be outside and apart from their rights with respect to
the REMIC IV Regular Interests.
The Mortgage Loans have an aggregate
Cut-off Date
Principal
Balance equal to
$533,269,080.27.
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 at the
related
Pass-Through
Rate 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,
by Relief Act Shortfalls on the Mortgage Loans during the related
Due Period,
and by
any Net
Deferred
Interest on the
Mortgage
Loans
allocable
to such Class of
Certificates
for that
Distribution
Date.
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 the Class A-2, Class A-3, any Class of
Class M or Class B Certificates
for any
Distribution
Date shall
further be reduced by the interest
portion of Realized
Losses
allocated
to the Class A-2,
Class A-3, any
Class of Class M 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 related
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.
Affected Party:
As defined in the Swap Agreement.
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 (v) any payments or
collections
consisting
of
Prepayment
Charges on the Mortgage
Loans that were
received
during the related Prepayment Period;
(w) aggregate
Foreclosure
Profits,
(x) the Amount Held for Future
Distribution,
(y) 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) and (z) any Net Swap Payments required to be
made to the Swap Counterparty,
Net Swap Payment
Deferred
Interest
Shortfall
remaining
unpaid from any prior
Distribution
Date plus accrued
interest thereon and Swap Termination
Payments not due to a Swap Counterparty Trigger Event for such
Distribution Date.
Basis Risk Shortfall:
With respect to each Class of the Class A, Class M and Class B
Certificates and any
Distribution
Date
with respect to which the Net WAC Cap Rate is used to determine the
Pass-Through
Rate of such Class, an amount equal to the excess of
(x) Accrued
Certificate
Interest
for such Class
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 using the Net WAC Cap Rate.
Basis Risk Shortfall
Carry-Forward
Amount:
With respect to any Class of Class A, Class M and Class B
Certificates
and any
Distribution
Date, an amount equal to the amount of the related Basis Risk
Shortfall on that Class on that Distribution Date, plus any
unpaid Basis Risk Shortfall from prior
Distribution
Dates,
plus interest
thereon to the extent not previously paid from Excess Cash
Flow or payments received under the Swap Agreement or Yield
Maintenance Agreement at a rate equal to the related Pass-Through
Rate.
Book-Entry Certificate:
The Class A, Class M and Class B Certificates.
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-QO2" and which must be an Eligible
Account.
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 plus (ii) an
amount
equal to the
aggregate
Net
Deferred
Interest
added to the
Certificate
Principal
Balance
thereof
prior to such date of
determination,
minus (iii) 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 REMIC III Regular Interest
SB-PO,
as reduced by Realized
Losses
allocated
thereto and payments
deemed made thereon,
and (ii) accrued and unpaid
interest on
REMIC III
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).
Certificate Policy:
None.
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 III for purposes of the REMIC
Provisions,
(ii) the right to receive payments under the Swap Agreement,
the SB-AMB Swap Agreement and the Yield Maintenance Agreement,
(iii) the
right to receive Basis Risk Shortfalls and (iv) an obligation to
pay the Class IO Distribution Amount.
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, 0.150% 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, 0.180% 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, 0.220% 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 III for purposes of the REMIC
Provisions,
(ii) the right to receive
payments
under the
Swap Agreement,
the SB-AMB Swap Agreement and the Yield
Maintenance
Agreement,
(iii) the right to receive Basis Risk Shortfalls and
(iv) an obligation to pay the Class IO Distribution Amount.
Class B Margin:
With
respect
to any
Distribution
Date
prior to the second
Distribution
Date
after the first
possible
Optional
Termination
Date,
2.000% per annum, and on any Distribution
Date on or after the second
Distribution Date after the first
possible Optional Termination Date, 3.000% 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 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 III for
purposes
of the REMIC
Provisions,
(ii) the right to
receive
payments
under the Swap
Agreement,
the
SB-AMB
Swap
Agreement
and the Yield
Maintenance
Agreement,
(iii) the right to receive Basis Risk
Shortfalls
and (iv) an obligation to pay the
Class IO Distribution Amount.
Class M-1
Margin:
With
respect to any
Distribution
Date prior to the second
Distribution
Date after the first
possible
Optional
Termination
Date,
0.290% per annum, and on any Distribution
Date on or after the second
Distribution Date after the first
possible Optional Termination Date, 0.435% 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 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 III for
purposes of the REMIC
Provisions , (ii) the right to receive
payments
under the Swap
Agreement,
the SB-AMB Swap
Agreement and the
Yield Maintenance
Agreement,
(iii) the right to receive Basis Risk Shortfalls and (iv) an
obligation to pay the Class IO Distribution
Amount.
Class M-2
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-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 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 III for purposes of
the
REMIC
Provisions,
(ii) the
right to
receive
payments
under the Swap
Agreement,
the
SB-AMB
Swap
Agreement
and the Yield
Maintenance
Agreement,
(iii) the right to receive
Basis Risk
Shortfalls
and (iv) an
obligation
to pay the Class IO
Distribution
Amount.
Class M-3
Margin:
With
respect to any
Distribution
Date prior to the second
Distribution
Date after the first
possible
Optional
Termination
Date,
0.380% per annum, and on any Distribution
Date on or after the second
Distribution Date after the first
possible Optional Termination Date, 0.570% 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 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 III for purposes of the REMIC
Provisions,
(ii) the right to
receive
payments
under the Swap
Agreement,
the
SB-AMB
Swap
Agreement
and the Yield
Maintenance
Agreement, (iii) the right to receive Basis Risk Shortfalls and
(iv) an obligation to pay the Class IO Distribution Amount.
Class M-4
Margin:
With
respect to any
Distribution
Date prior to the second
Distribution
Date after the first
possible
Optional
Termination
Date,
0.530% per annum, and on any Distribution
Date on or after the second
Distribution Date after the first
possible Optional Termination Date, 0.795% 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 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 III for purposes of the REMIC
Provisions,
(ii) the right to receive payments under the Swap Agreement,
the SB-AMB Swap Agreement and the Yield Maintenance Agreement,
(iii) the
right to receive Basis Risk Shortfalls and (iv) an obligation to
pay the Class IO Distribution Amount.
Class M-5
Margin:
With
respect to any
Distribution
Date prior to the second
Distribution
Date after the first
possible
Optional
Termination
Date,
0.600% per annum, and on any Distribution
Date on or after the second
Distribution Date after the first
possible Optional Termination Date, 0.900% 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
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 III for purposes of the REMIC
Provisions,
(ii) the
right to receive payments under the Swap Agreement,
the SB-AMB Swap Agreement and the Yield Maintenance Agreement,
(iii) the right to
receive Basis Risk Shortfalls and (iv) an obligation to pay the
Class IO Distribution Amount.
Class M-6
Margin:
With
respect to any
Distribution
Date prior to the second
Distribution
Date after the first
possible
Optional
Termination
Date,
0.750% per annum, and on any Distribution
Date on or after the second
Distribution Date after the first
possible Optional Termination Date, 1.125% 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 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 III for purposes of the REMIC
Provisions,
(ii) the right to
receive payments under the Swap Agreement,
the SB-AMB Swap Agreement and the Yield Maintenance
Agreement,
(iii) the right to receive
Basis Risk Shortfalls and (iv) an obligation to pay the Class IO
Distribution Amount.
Class M-7
Margin:
With
respect to any
Distribution
Date prior to the second
Distribution
Date after the first
possible
Optional
Termination
Date,
1.100% per annum, and on any Distribution
Date on or after the second
Distribution Date after the first
possible Optional Termination Date, 1.650% 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 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 III for
purposes of the REMIC
Provisions
and,
(ii) the right to receive
payments under the Swap
Agreement,
the SB-AMB Swap Agreement and the Yield
Maintenance
Agreement,
(iii) the right to receive Basis
Risk Shortfalls and (iv) an obligation to pay the Class IO
Distribution Amount.
Class M-8
Margin:
With
respect to any
Distribution
Date prior to the second
Distribution
Date after the first
possible
Optional
Termination
Date,
1.250% per annum, and on any Distribution
Date on or after the second
Distribution Date after the first
possible Optional Termination Date, 1.875% per annum.
Class M-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 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 III for purposes of the REMIC
Provisions,
(ii) the right to receive
payments
under the Swap
Agreement,
the SB-AMB
Swap
Agreement
and the Yield
Maintenance
Agreement,
(iii) the right to receive
Basis Risk
Shortfalls and (iv) an obligation to pay the Class IO Distribution
Amount.
Class M-9
Margin:
With
respect to any
Distribution
Date prior to the second
Distribution
Date after the first
possible
Optional
Termination
Date,
2.000% per annum, and on any Distribution
Date on or after the second
Distribution Date after the first
possible Optional Termination Date, 3.000% 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 IV 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 Certificates,
Class R-II
Certificates,
Class R-III Certificates 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
ownership of 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
ownership of an interest
designated as
a "residual interest" in REMIC II for purposes of the REMIC
Provisions.
Class
R-III
Certificate:
Any
one of the
Class
R-III
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
ownership of an interest
designated as a "residual interest" in REMIC III 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
ownership of an interest
designated as
a "residual interest" in REMIC IV 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,
Class M
Certificates
and Class B Certificates
with respect to
distributions
and the
allocation of Realized
Losses as set forth in Section
4.05,
and
evidencing
ownership
of REMIC IV Regular
Interests
SB and IO for
purposes of the REMIC
Provisions,
together
with an
interest in the Swap Agreement,
the SB-AMB Swap Agreement and the Yield Maintenance
Agreement and certain obligations with respect to
payments of Basis Risk Shortfall amounts.
Clearstream:
Clearstream Banking, societe anonyme.
Closing Date:
February 27, 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-QO2.
Credit Risk Management Agreement:
The Credit Risk Management Agreement,
dated February 27, 2007, between the Master Servicer
and the Credit Risk Manager.
Credit Risk Manager: Clayton Fixed Income Services Inc., a Colorado
corporation, its successors and assigns.
Credit Risk Manager Fee:
With respect to any Mortgage
Loan and
Distribution
Date,
the premium
payable to the Credit Risk
Manager at the Credit Risk Manager Fee Rate
multiplied
by the Stated
Principal
Balance of such Mortgage Loan as of the first day of
the related Due Period,
divided by 12. With respect to each Mortgage
Loan,
the Credit Risk Manager Fee will be paid monthly from the
related Mortgage Rate in accordance with this Agreement.
Credit Risk Manager Fee Rate: With respect to any Distribution
Date, a rate equal to 0.009% per annum.
Credit Support Depletion Date: Not applicable.
Cut-off Date Balance:
$533,269,080.27.
Cut-off Date:
February 1, 2007.
Defaulting Party: As defined in the Swap Agreement.
Definitive Certificate:
Any definitive, fully registered Certificate.
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 as
follows:
first, to REMIC I Regular Interests
I-1-A
through
I-60-B in
reduction
of the
portion of the
Uncertificated
Accrued
Interest
distributable
thereon on the
related
Distribution
Date,
starting with the lowest
numerical
denomination,
allocated
pro rata between such REMIC I Regular
Interests in
accordance with their
Uncertificated
Principal
Balances,
until the
Uncertificated
Accrued
Interest
distributable on the related
Distribution
Date on either of such REMIC I Regular
Interests is reduced to zero, and thereafter to the remaining the
REMIC I Regular
Interests
sequentially,
in each case subject to and in accordance with the prior allocation
provisions;
and third, to the extent of
any remaining
amounts,
to REMIC I Regular Interests I-1-A through I-60-B in reduction of
any remaining portion of the
Uncertificated
Accrued Interest
distributable
thereon on the related Distribution Date, starting with the lowest
numerical
denomination,
allocated
pro rata between such REMIC I Regular Interests in accordance with
their
Uncertificated
Principal Balances,
until the Uncertificated
Accrued
Interest
distributable
on the related
Distribution
Date on both of such REMIC I Regular
Interests is reduced to zero, and
thereafter
to the
remaining
REMIC I
Regular
Interests
sequentially,
in each case
subject
to and in
accordance
with the prior
allocation
provisions.
For purposes of REMIC II, Deferred
Interest shall be allocated to REMIC II Regular
Interest LT1 in reduction
of the portion of the
Uncertificated
Accrued
Interest
thereon
distributable
on the related
Distribution
Date.
In each case any
reduction in Uncertificated
Accrued Interest on a REMIC Regular Interest shall result in an
increase in the
Uncertificated
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.
Early Termination Date:
Shall have the meaning set forth in the Swap Agreement.
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 Principal
Remittance Amount for that
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
Credit Risk Manager 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 March 2007, the period
commencing on the Closing Date
and ending on the day immediately
preceding the Distribution
Date in March 2007, and with respect to any Distribution
Date after the
Distribution Date in March 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
Distribution
Amount:
For any
Distribution
Date,
the
aggregate
of the
amounts
payable
pursuant
to
Section
4.02(c)(i).
Interest Only Certificates:
None.
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 III Regular
Interest SB-IO and any
Distribution
Date, in
relation to the REMIC II Regular
Interests
LT1,
LT2,
LT3, and LT4, a per annum rate equal to two (2) times the weighted
average of
the Uncertificated REMIC II Pass-Through Rates for REMIC II Regular
Interest LT2 and REMIC II Regular Interest LT3.
Maturity Date:
February 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.
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 Deferred Interest:
On any
Distribution
Date,
Deferred
Interest on the Mortgage Loans during the related Due Period
net of
Principal
Prepayments
in full and partial
Principal
Prepayments
included
in the
Available
Distribution
Amount for such
Distribution Date and available to make principal distributions on
the Certificates on that Distribution Date.
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 Swap Payment:
With respect to each
Distribution
Date, the net payment
required to be made pursuant to the terms of the
Swap Agreement by either the Swap
Counterparty or the
Supplemental
Interest Trust Trustee,
on behalf of the
Supplemental
Interest
Trust, which net payment shall not take into account any Swap
Termination Payment.
Net Swap Payment
Deferred
Interest
Shortfall:
With respect to any
Distribution
Date upon which a Net Swap Payment by the
Supplemental
Interest
Trust is due to the Swap
Counterparty,
the
amount,
if any,
equal to the excess
(but not to exceed the Net
Deferred
Interest on the
Mortgage
Loans
during the related Due Period) of such net swap
payment over (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 (v) any payments or
collections
consisting of Prepayment
Charges on the Mortgage
Loans that were received
during the related
Prepayment
Period;
(w) aggregate
Foreclosure
Profits,
(x) the Amount Held for Future
Distribution,
and (y) 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) and (z) any Net Swap
Payments
required to be made to the Swap
Counterparty and Swap Termination Payments not due to a Swap
Counterparty Trigger Event for such Distribution Date,
Net WAC Cap Rate:
With
respect to any
Distribution
Date,
a per annum rate (which will not be less than zero) equal to (i)
the product of (a)
the
weighted
average of the Net Mortgage
Rates (or, if
applicable,
the
Modified
Net
Mortgage
Rates) on the
Mortgage
Loans using the Net
Mortgage
Rates in effect for the Monthly
Payments
due on the
Mortgage
Loans
during the related Due
Period,
weighted on the basis of the respective Stated Principal
Balances thereof for such Distribution
Date, and (b) a fraction the
numerator
of which is 30 and the
denominator
of which is the actual
number of days in the related
Interest
Accrual
Period
minus
(ii) the
product
of (a) a
fraction,
expressed
as a
percentage,
the
numerator
of which is the sum of the amount of any Net Swap
Payments
or
Swap
Termination
Payment
not
due to a Swap
Counterparty
Trigger
Event
owed to the
Swap
Counterparty
as of such
Distribution
Date and the Net Swap Deferred
Interest
Shortfall if any for that Distribution Date and the denominator of
which is the
aggregate
Stated
Principal
Balance of the
Mortgage
Loans before
giving
effect to
distributions
of principal to be made on that
Distribution
Date, and (b) a
fraction
expressed as a percentage,
the numerator of which is 360 and the
denominator of which is the
actual number of days in the related Interest Accrual Period.
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 any Distribution
Date and the Class SB Certificates,
100% of the Stated Principal
Balance
of the Mortgage Loans
immediately prior to such
Distribution
Date. For REMIC purposes,
with respect to the Class SB Certificates or
REMIC III Regular Interest SB-IO,
immediately prior to any Distribution Date, the aggregate of the
Uncertificated
Principal Balances
of the REMIC II Regular Interests other than the Uncertificated
Principal Balance of REMIC II Regular Interest P.
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 (i) the sum of (a) Excess Cash
Flow for that
Distribution
Date (to the
extent
not used to cover the
amounts
described
in clauses
(b)(v) of the
definition
of
Principal
Distribution
Amount as of such
Distribution
Date) (b)
payment
received
under the Swap
Agreement
if any,
(c) payment
received under the Yield Maintenance Agreement, if any, and (ii)
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
prior to 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,
the
lesser of (i) a per annum
rate
equal to LIBOR
plus the
related
Margin
for such
Distribution Date and (ii) the Net WAC Cap Rate for such
Distribution Date.
With respect to the Class SB Certificates
or REMIC III Regular
Interest SB-IO and any
Distribution
Date, a per annum rate
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 II Regular
Interests
(other than
REMIC II Regular
Interest P). For purposes of calculating
the
Pass-Through
Rate for the Class SB
Certificates or REMIC III Regular
Interest SB-IO, the numerator is equal to the sum of the following
components:
(i)
the
Uncertificated
Pass-Through Rate for REMIC II Regular Interest LT1 minus the
Marker Rate, applied to a notional
amount equal to the Uncertificated Principal Balance of REMIC II
Regular Interest LT1;
(ii)
the
Uncertificated
Pass-Through Rate for REMIC II Regular Interest LT2 minus the
Marker Rate, applied to a notional
amount equal to the Uncertificated Principal Balance of REMIC II
Regular Interest LT2; and
(iii)
the
Uncertificated
Pass-Through
Rate for REMIC II Regular
Interest LT4 minus twice the Marker Rate,
applied to a
notional amount equal to the Uncertificated Principal Balance of
REMIC II 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 20% 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 (i)
Available
Distribution
Amount,
plus for
inclusion
in Excess Cash Flow for
purposes
of clauses
(b)(v) and
(b)(vi)
below,
(a) the amounts
received by the
Supplemental
Interest
Trust Trustee under the Swap
Agreement for that
Distribution
Date to the extent not applied
pursuant to clause (1) of Section
4.09(c) and (b) the amounts
received by the
Supplemental
Interest
Trust
Trustee under the Yield
Maintenance
Agreement
for that
Distribution
Date to the extent not
applied
pursuant
to clause (1) of Section
4.11 over (ii) the
Interest Distribution Amount and (b) the sum of:
(i)
the
principal
portion of each Monthly
Payment
received or Advanced with respect to the related Due Period on each
Outstanding Mortgage Loan;
(ii)
the Stated Principal
Balance of any Mortgage Loan
repurchased
during the related
Prepayment
Period (or deemed to
have been so
repurchased
in
accordance
with Section
3.07(b))
pursuant to Section 2.02,
2.03,
2.04 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-2, Class A-3, Class M and Class B
Certificate on a prior Distribution Date and remaining unpaid;
(v)
the lesser of (a) the sum of (x) the Excess Cash Flow for such
Distribution
Date,
to the extent not used
pursuant
to clause (iv) of this definition on such
Distribution
Date, (y) amounts received by the
Supplemental
Interest Trust under the Swap
Agreement to the extent not applied
pursuant to clause (1) of Section 4.09(c),
and (z) amounts received by the Supplemental
Interest
Trust under the Yield
Maintenance
Agreement to the extent not applied pursuant to clause (1) of
Section
4.11(i),
and (b) the amount
of any Overcollateralization Increase Amount for such Distribution
Date; and
(vi)
the lesser of (a) the sum of (x) the Excess Cash Flow for such
Distribution
Date, to the extent not used pursuant to
clause (iv) and (v) of this definition on such Distribution Date or
required to make
distributions set forth in Section
4.02(c)(iii),
(y) amounts
received by the
Supplemental
Interest Trust under the Swap Agreement to the extent not applied
pursuant to clause (v) of
this
definition
and clause (1) of Section
4.09(c),
and (z) amounts
received
by the
Supplemental
Interest
Trust under the Yield
Maintenance
Agreement
to the extent not
applied
pursuant
to clause (v) of this
definition
and clause (1) of Section
4.11(i) 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;
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.
Regular Certificates:
The Class A, Class M, Class B, Class SB and the Class P
Certificates.
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 (exclusive of the
Supplemental
Interest Trust Account, the Swap Agreement,
the SB-AMB
Swap Agreement and the Yield Maintenance Agreement), 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
pertaining to the Mortgage Loans, if any; and
(v)
all proceeds of clauses (i) through (iv) above.
REMIC I Available
Distribution
Amount: The Available
Distribution Amount increased by the amount of any Net Swap Payment
or
Net Swap Payment Deferred Interest Shortfall described in clause
(b)(z) thereof.
REMIC I Distribution
Amount:
For any Distribution
Date, the REMIC I Available
Distribution
Amount shall be distributed to
REMIC II in respect of the REMIC I Regular Interests and the Class
R-I Certificates in the following amounts and priority:
(a)
to REMIC I
Regular
Interest I-1-A
through
I-60-B,
pro rata,
in an amount
equal to (A)
Uncertificated
Accrued
Interest for such REMIC I
Regular
Interests for such
Distribution
Date,
plus (B) any amounts
payable in respect
thereof
remaining unpaid from previous Distribution Dates;
(b)
to the extent of amounts
remaining after the distributions
made pursuant to clause (a) above,
payments of
principal shall be allocated to REMIC I Regular
Interests I-1-A through I-60-B starting with the lowest numerical
denomination
until
the
Uncertificated
Principal
Balance of each such REMIC I Regular
Interest is reduced to zero,
provided
that, for REMIC I Regular
Interests with the same
numerical
denomination,
such payments of principal
shall be allocated pro rata between such REMIC I Regular
Interests; and
(c)
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
(d)
any remaining amounts to the Class R-I Certificates.
REMIC I Interests:
The REMIC I Regular Interests and the Class R-I Certificates.
REMIC I
Realized
Losses:
All Realized
Losses on the Mortgage
Loans shall be allocated to REMIC I
Regular
Interest I-1-A
through REMIC I Regular Interest I-60-B,
starting with the lowest numerical
denomination until such REMIC I Regular Interest has been
reduced to zero,
provided that, for REMIC I
Regular
Interests with the same numerical
denomination,
such Realized
Losses shall be
allocated pro rata between such REMIC I Regular Interests.
REMIC I Regular Interest.
Any of the separate
non-certificated
beneficial
ownership
interests in REMIC I issued hereunder
and designated as a "regular
interest" in REMIC I.
Each REMIC I Regular Interest shall accrue interest at the related
Uncertificated
REMIC I
Pass-Through
Rate in effect from time to time, and shall be entitled to
distributions of principal,
subject to the terms and
conditions
hereof,
in an
aggregate
amount equal to its initial
Uncertificated
Principal
Balance as set forth in the
Preliminary
Statement hereto. The designations for the respective REMIC I
Regular Interests are set forth in the Preliminary Statement
hereto.
REMIC 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.
REMIC II
Available
Distribution
Amount:
For any Distribution Date, the amount distributed from REMIC I to
REMIC II on such
Distribution Date in respect of the REMIC I Regular Interests.
REMIC II
Distribution
Amount: For any Distribution Date, the REMIC II Available
Distribution Amount shall be distributed to
REMIC III in respect of the REMIC II Regular Interests and the
Class R-II Certificates in the following amounts and priority:
(a)
to REMIC II
Regular
Interest LT-IO,
in an amount equal to (i)
Uncertificated
Accrued
Interest for such
REMIC II
Regular
Interest
for such
Distribution
Date,
plus (ii) any amounts in respect
thereof
remaining
unpaid from
previous
Distribution Dates;
(b)
to the extent of amounts
remaining after the
distributions
made pursuant to clause (a) above, to REMIC II
Regular
Interests
LT1,
LT2,
LT3 and LT4,
pro
rata,
in an amount
equal to (i) their
Uncertificated
Accrued
Interest
for such
Distribution Date, plus (ii) any amounts in respect thereof
remaining unpaid from previous Distribution Dates; and
(c)
to the extent of amounts remaining after the distributions made
pursuant to clauses (a) and (b) above:
(i)
to
REMIC II
Regular
Interests
LT2,
LT3 and LT4,
their
respective
Principal
Distribution Amounts;
(ii)
to
REMIC II
Regular
Interest
LT1
any
remainder
until
the
Uncertificated
Principal Balance thereof is reduced to zero;
(iii)
any remainder to REMIC II
Regular
Interests LT2, LT3 and LT4, pro rata according
to their respective
Uncertificated
Principal Balances as reduced by the distributions deemed made
pursuant
to (i) above, until their respective Uncertificated Principal
Balances are reduced to zero; and
(d)
to the extent of amounts remaining after the
distributions
made pursuant to clauses (a) through (c) above,
to REMIC II Regular Interest P, 100% of the amount paid in respect
of REMIC I Regular Interest P on such Distribution Date; and
(e)
to the extent of amounts remaining after the distributions made
pursuant to clauses (a) through (d) above:
(i)
first,
to each of the
REMIC II
Regular
Interests,
pro rata
according
to the
amount of unreimbursed
Realized Losses
allocable to principal
previously
allocated to each such REMIC II
Regular
Interest,
the aggregate
amount of any
distributions to the Certificates as reimbursement of such
Realized Losses on such Distribution Date pursuant to clause (vii)
in
Section 4.02(c);
provided,
however,
that any amounts distributed pursuant to this paragraph (e)(i) of
this definition of "REMIC II
Distribution
Amount" shall not cause a reduction in the Uncertificated
Principal Balances of any of the REMIC II Regular
Interests; and
(ii)
second, to the Class R-II Certificates thereof, any remaining
amount.
REMIC II Net WAC Rate:
With
respect to any
Distribution
Date,
a per annum rate equal to the weighted
average of (x) with
respect to REMIC I Regular Interests ending with the designation
"B," the weighted average of the Uncertificated
REMIC I
Pass-Through
Rates for such REMIC I
Regular
Interests,
weighted on the basis of the
Uncertificated
Principal
Balance of such
REMIC I
Regular
Interests for each such
Distribution
Date, and (y) with respect to REMIC I Regular
Interests
ending with the
designation
"A," for
each
Distribution
Date listed below,
the weighted
average of the rates listed below for each such REMIC I
Regular
Interest listed
below,
weighted on the basis of the Uncertificated
Principal Balance of each such REMIC I Regular Interest for each
such Distribution
Date:
DISTRIBUTION DATE
REMIC I REGULAR INTEREST
RATE
1
I-1-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
2
I-2-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A
Uncertificated REMIC I Pass-Through Rate
3
I-3-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A and I-2-A
Uncertificated REMIC I Pass-Through Rate
4
I-4-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-3-A
Uncertificated REMIC I Pass-Through Rate
5
I-5-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-4-A
Uncertificated REMIC I Pass-Through Rate
6
I-6-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-5-A
Uncertificated REMIC I Pass-Through Rate
7
I-7-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-6-A
Uncertificated REMIC I Pass-Through Rate
8
I-8-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-7-A
Uncertificated REMIC I Pass-Through Rate
9
I-9-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-8-A
Uncertificated REMIC I Pass-Through Rate
10
I-10-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-9-A
Uncertificated REMIC I Pass-Through Rate
11
I-11-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-10-A
Uncertificated REMIC I Pass-Through Rate
12
I-12-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-11-A
Uncertificated REMIC I Pass-Through Rate
13
I-13-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-12-A
Uncertificated REMIC I Pass-Through Rate
14
I-14-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-13-A
Uncertificated REMIC I Pass-Through Rate
15
I-15-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-14-A
Uncertificated REMIC I Pass-Through Rate
16
I-16-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-15-A
Uncertificated REMIC I Pass-Through Rate
17
I-17-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-16-A
Uncertificated REMIC I Pass-Through Rate
18
I-18-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-17-A
Uncertificated REMIC I Pass-Through Rate
19
I-19-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-18-A
Uncertificated REMIC I Pass-Through Rate
20
I-20-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-19-A
Uncertificated REMIC I Pass-Through Rate
21
I-21-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-20-A
Uncertificated REMIC I Pass-Through Rate
22
I-22-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-21-A
Uncertificated REMIC I Pass-Through Rate
23
I-23-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-22-A
Uncertificated REMIC I Pass-Through Rate
24
I-24-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-23-A
Uncertificated REMIC I Pass-Through Rate
25
I-25-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-24-A
Uncertificated REMIC I Pass-Through Rate
26
I-26-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-25-A
Uncertificated REMIC I Pass-Through Rate
27
I-27-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-26-A
Uncertificated REMIC I Pass-Through Rate
28
I-28-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-27-A
Uncertificated REMIC I Pass-Through Rate
29
I-29-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-28-A
Uncertificated REMIC I Pass-Through Rate
30
I-30-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-29-A
Uncertificated REMIC I Pass-Through Rate
31
I-31-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-30-A
Uncertificated REMIC I Pass-Through Rate
32
I-32-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-31-A
Uncertificated REMIC I Pass-Through Rate
33
I-33-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-32-A
Uncertificated REMIC I Pass-Through Rate
34
I-34-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-33-A
Uncertificated REMIC I Pass-Through Rate
35
I-35-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-34-A
Uncertificated REMIC I Pass-Through Rate
36
I-36-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-35-A
Uncertificated REMIC I Pass-Through Rate
37
I-37-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-36-A
Uncertificated REMIC I Pass-Through Rate
38
I-38-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-37-A
Uncertificated REMIC I Pass-Through Rate
39
I-39-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-38-A
Uncertificated REMIC I Pass-Through Rate
40
I-40-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-39-A
Uncertificated REMIC I Pass-Through Rate
41
I-41-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-40-A
Uncertificated REMIC I Pass-Through Rate
42
I-42-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-41-A
Uncertificated REMIC I Pass-Through Rate
43
I-43-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-42-A
Uncertificated REMIC I Pass-Through Rate
44
I-44-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-43-A
Uncertificated REMIC I Pass-Through Rate
45
I-45-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-44-A
Uncertificated REMIC I Pass-Through Rate
46
I-46-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-45-A
Uncertificated REMIC I Pass-Through Rate
47
I-47-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-46-A
Uncertificated REMIC I Pass-Through Rate
48
I-48-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-47-A
Uncertificated REMIC I Pass-Through Rate
49
I-49-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-48-A
Uncertificated REMIC I Pass-Through Rate
50
I-50-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-49-A
Uncertificated REMIC I Pass-Through Rate
51
I-51-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-50-A
Uncertificated REMIC I Pass-Through Rate
52
I-52-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-51-A
Uncertificated REMIC I Pass-Through Rate
53
I-53-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-52-A
Uncertificated REMIC I Pass-Through Rate
54
I-54-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-53-A
Uncertificated REMIC I Pass-Through Rate
55
I-55-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-54-A
Uncertificated REMIC I Pass-Through Rate
56
I-56-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-55-A
Uncertificated REMIC I Pass-Through Rate
57
I-57-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-56-A
Uncertificated REMIC I Pass-Through Rate
58
I-58-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-57-A
Uncertificated REMIC I Pass-Through Rate
59
I-59-A through I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-58-A
Uncertificated REMIC I Pass-Through Rate
60
I-60-A
10/9 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-59-A
Thereafter
I-1-A through I-60-A
Uncertificated REMIC I Pass-Through Rate
REMIC II
Principal
Reduction
Amounts:
For any
Distribution
Date,
the
amounts by which the
principal
balances
of the
REMIC II 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 principal balance of the REMIC II Regular Interest LT1 after
distributions on the prior Distribution Date.
Y2 =
the principal balance of the REMIC II Regular Interest LT2 after
distributions on the prior Distribution Date.
Y3 =
the principal balance of the REMIC II Regular Interest LT3 after
distributions on the prior Distribution Date.
Y4 =
the
principal
balance of the REMIC II
Regular
Interest LT4 after
distributions
on the prior
Distribution
Date
(note:
Y3 = Y4).
(DELTA)Y1 =
the REMIC II Regular Interest LT1 Principal Reduction Amount.
(DELTA)Y2 =
the REMIC II Regular Interest LT2 Principal Reduction Amount.
(DELTA)Y3 =
the REMIC II Regular Interest LT3 Principal Reduction Amount.
(DELTA)Y4 =
the REMIC II Regular Interest LT4 Principal Reduction Amount.
P0 =
the aggregate
principal
balance of REMIC II
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 the REMIC II Regular Interests LT1, LT2, LT3
and LT4 after
distributions and the
allocation of Realized Losses to be made on such Distribution Date.
(DELTA)P =
P0 - P1 = the aggregate of the REMIC II 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 REMIC II Net WAC Rate (stated as a monthly rate) after giving
effect to amounts
distributed
and Realized Losses
allocated on the prior Distribution Date.
R1 =
the REMIC II Net WAC Rate (stated as a monthly
rate) after giving effect to amounts to be
distributed
and Realized
Losses to be allocated on such Distribution Date.
(alpha) =
(Y2 + Y3)/P0.
The
initial
value of (alpha) on the
Closing
Date for use on the first
Distribution
Date
shall be 0.0001.
(gamma)0 =
the lesser of (A) the sum for all Classes of
Certificates
other than the Class SB
Certificates,
Class IO
Certificates
and the Class P Certificates of the product for each Class of (i)
the monthly interest rate (as limited
by the
REMIC II
Net WAC
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.
(gamma)1 =
the lesser of (A) the sum for all Classes of
Certificates
other than the Class SB
Certificates,
Class IO
Certificates
and the Class P Certificates of the product for each Class of (i)
the monthly interest rate (as limited
by the REMIC II Net WAC 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:
(DELTA)Y1 = (DELTA)P - (DELTA)Y2 - Y3 - Y4;
(DELTA)Y2 = (a/2){(a0R1 - a1R0)/R0R1};
(DELTA)Y3 = (a(DELTA)P - (DELTA)Y2; and
(DELTA)Y4 = (DELTA)Y3.
if both (DELTA)Y2 and (DELTA)Y3, as so determined, are non-negative
numbers.
Otherwise:
(1)
If (DELTA)Y2, as so determined, is negative, then
(DELTA)Y2 = 0
(DELTA)Y3 = a{a1R0P0 - a0R1P1}/{a1R0};
(DELTA)Y4 = (DELTA)Y3; and
(DELTA)Y1 = (DELTA)P - (DELTA)Y2 - (DELTA)Y3 - (DELTA)Y4.
(2)
If (DELTA)Y3, as so determined, is negative, then
(DELTA)Y3 = 0;
(DELTA)Y2 = a{a0R1P1 - a1R0P0}/{2R1R0P1 - a1R0};
(DELTA)Y4 = (DELTA)Y3; and
(DELTA)Y1 = (DELTA)P - (DELTA)Y2 - (DELTA)Y3 - (DELTA)Y4.
REMIC II
Realized
Losses:
Realized
Losses on the Mortgage
Loans shall be allocated to the REMIC II
Regular
Interests as
follows.
The interest
portion of Realized Losses on the Mortgage Loans, if any, shall be
allocated among REMIC II
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 with respect to Mortgage Loans shall be
allocated to the REMIC II
Regular
Interests as follows:
first, to REMIC II Regular Interests LT2, LT3 and LT4, pro-rata
according to their respective
REMIC II Principal
Reduction Amounts to
the extent
thereof in
reduction
of the
Uncertificated
Principal
Balance of such
REMIC II
Regular
Interests
and,
second,
the
remainder,
if any, of such principal
portion of such Realized Losses shall be allocated to REMIC II
Regular Interest LT1 in reduction
of the Uncertificated Principal Balance thereof.
REMIC II
Regular
Interests:
REMIC II Regular
Interest LT1,
REMIC II Regular Interest LT2,
REMIC II Regular Interest LT3,
REMIC II Regular Interest LT4, REMIC II Regular Interest LT-IO and
REMIC II Regular Interest P.
REMIC II
Regular
Interest LT1: A regular
interest in REMIC II
that is held as an asset of
REMIC III,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance, that bears interest at the related
Uncertificated
REMIC II
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC II Regular Interest LT1 Principal
Distribution
Amount:
For any Distribution Date, the excess, if any, of the REMIC II
Regular Interest LT1 Principal
Reduction Amount for such
Distribution Date over the Realized Losses allocated to the REMIC
II Regular
Interest LT1 on such Distribution Date.
REMIC II
Regular
Interest LT2: A regular
interest in REMIC II
that is held as an asset of
REMIC III,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance, that bears interest at the related
Uncertificated
REMIC II
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC II Regular Interest LT2 Principal
Distribution
Amount:
For any Distribution Date, the excess, if any, of the REMIC II
Regular Interest LT2 Principal
Reduction Amount for such
Distribution Date over the Realized Losses allocated to the REMIC
II Regular
Interest LT2 on such Distribution Date.
REMIC II
Regular
Interest LT3: A regular
interest in REMIC II
that is held as an asset of
REMIC III,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance, that bears interest at the related
Uncertificated
REMIC II
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC II Regular Interest LT3 Principal
Distribution
Amount:
For any Distribution Date, the excess, if any, of the REMIC II
Regular Interest LT3 Principal
Reduction Amount for such
Distribution Date over the Realized Losses allocated to the REMIC
II Regular
Interest LT3 on such Distribution Date.
REMIC II
Regular
Interest LT4: A regular
interest in REMIC II
that is held as an asset of
REMIC III,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance, that bears interest at the related
Uncertificated
REMIC II
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC II Regular Interest LT4 Principal
Distribution
Amount:
For any Distribution Date, the excess, if any, of the REMIC II
Regular Interest LT4 Principal
Reduction Amount for such
Distribution Date over the Realized Losses allocated to the REMIC
II Regular
Interest LT4 on such Distribution Date.
REMIC II
Regular
Interest LT-IO: A regular
interest in REMIC II that is held as an asset of REMIC III,
that has no initial
principal
balance,
that bears
interest at the related
Uncertificated
REMIC II
Pass-Through
Rate on its
Uncertificated
Notional
Amount, and that has such other terms as are described herein.
REMIC II
Regular
Interest
P: A regular
interest
in REMIC II that is held as an asset of REMIC
III,
that has an
initial
principal balance equal to the related
Uncertificated
Principal Balance, that bears no interest and that shall be
entitled to 100% of
all amounts distributable with respect to REMIC I Regular Interest
P.
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 the
REMIC II
Regular
Interests.
REMIC III
Available
Distribution
Amount:
For any Distribution
Date, the amount
distributed from REMIC II to REMIC III on
such Distribution Date in respect of the REMIC II Regular
Interests.
REMIC III
Distribution
Amount:
For any
Distribution
Date,
the REMIC III
Available
Distribution
Amount shall be deemed
distributed to the Class A Certificates,
Class M Certificates and Class B Certificates in respect of the
portion of such
Certificates
representing
ownership
of REMIC III
Regular
Interests,
REMIC III Regular
Interests
SB-IO,
SB-PO,
IO and P and the
Class R-III
Certificates in the following amounts and priority:
(i)
to REMIC IV in respect of REMIC III
Regular
Interest IO, the amount
distributable
with respect to such
REMIC III
Regular Interest as described in the Preliminary
Statement,
being paid from and in reduction of the REMIC III Available
Distribution
Amount for such Distribution Date;
(ii)
to the Class A Certificateholders,
the Accrued Certificate Interest payable on the Class A
Certificates with respect
to such
Distribution
Date,
plus any
related
amounts
accrued
pursuant to this
clause
(ii) but
remaining
unpaid from any prior
Distribution Date, being paid from and in reduction of the REMIC
III Available Distribution Amount for such Distribution Date;
(iii)
to the Class M Certificateholders,
from the amount, if any, of the Available Distribution Amount
remaining after the
foregoing
distributions,
Accrued
Certificate
Interest payable on the Class M Certificates with respect to such
Distribution
Date,
plus any related amounts accrued pursuant to this clause (iii) but
remaining
unpaid from any prior
Distribution
Date,
sequentially,
to the Class M-1 Certificateholders,
Class M-2 Certificateholders,
Class M-3 Certificateholders,
Class M-4 Certificateholders, Class
M-5
Certificateholders,
Class
M-6
Certificateholders,
Class
M-7
Certificateholders,
Class
M-8
Certificateholders,
Class
M-9
Certificateholders
and Class B
Certificateholders,
in that
order,
being
paid from and in
reduction
of the
REMIC III
Available
Distribution Amount for such Distribution Date;
(iv)
the Principal
Distribution
Amount shall be distributed as follows, to be applied to reduce the
principal balance of
the
REMIC III
Regular
Interest
related
to the
applicable
Certificates
in each
case to the
extent of the
remaining
Principal
Distribution Amount:
(A)
first,
the
Class A
Principal
Distribution
Amount
will be
distributed
as
follows:
concurrently
(i)
36.8425522278%
of the
Class A
Principal
Distribution
Amount
to the
Class
A-1
Certificates
and
Class
A-2
Certificates,
sequentially,
in that order, and (ii)
63.1574477722% of the Class A Principal
Distribution Amount to the Class A-3 Certificates
and Class A-4 Certificates,
on a pro rata basis in accordance with their respective
Certificate
Principal
Balances,
until the
Certificate Principal Balances thereof are reduced to zero;
(B) third, to the Class M-1
Certificateholders,
the Class M-1 Principal
Distribution Amount, until the Certificate
Principal Balance of the Class M-1 Certificates has been reduced to
zero;
(C)
fourth,
to the
Class M-2
Certificateholders,
the
Class M-2
Principal
Distribution
Amount,
until the
Certificate Principal Balance of the Class M-2 Certificates has
been reduced to zero;
(D)
fifth,
to the
Class M-3
Certificateholders,
the
Class M-3
Principal
Distribution
Amount,
until
the
Certificate Principal Balance of the Class M-3 Certificates has
been reduced to zero;
(E)
sixth,
to the
Class M-4
Certificateholders,
the
Class M-4
Principal
Distribution
Amount,
until
the
Certificate Principal Balance of the Class M-4 Certificates has
been reduced to zero;
(F)
seventh,
to the
Class M-5
Certificateholders,
the Class M-5
Principal
Distribution
Amount,
until the
Certificate Principal Balance of the Class M-5 Certificates has
been reduced to zero;
(G)
eighth,
to the
Class M-6
Certificateholders,
the
Class M-6
Principal
Distribution
Amount,
until the
Certificate Principal Balance of the Class M-6 Certificates has
been reduced to zero;
(H)
ninth,
to the
Class M-7
Certificateholders,
the
Class M-7
Principal
Distribution
Amount,
until
the
Certificate Principal Balance of the Class M-7 Certificates has
been reduced to zero;
(I)
tenth,
to the
Class M-8
Certificateholders,
the
Class M-8
Principal
Distribution
Amount,
until
the
Certificate Principal Balance of the Class M-8 Certificates has
been reduced to zero;
(J)
eleventh,
to the Class M-9
Certificateholders,
the Class M-9
Principal
Distribution
Amount,
until the
Certificate Principal Balance of the Class M-9 Certificates has
been reduced to zero;
(J)
twelfth,
to
the
Class B
Certificateholders,
the
Class B
Principal
Distribution
Amount,
until
the
Certificate Principal Balance of the Class B Certificates has been
reduced to zero; and
(v)
to the Class A Certificateholders
and Class M
Certificateholders,
the amount of any Prepayment Interest Shortfalls
allocated
thereto for such Distribution
Date, on a pro rata basis based on Prepayment
Interest
Shortfalls
allocated thereto to the
extent not offset by Eligible Master Servicing Compensation on such
Distribution Date;
(vi)
to the Class A Certificateholders
and Class M
Certificateholders,
the amount of any Prepayment Interest Shortfalls
previously
allocated
thereto
remaining
unpaid from prior
Distribution
Dates
together with
interest
thereon at the related Pass
Through Rate, on a pro rata basis based on unpaid Prepayment
Interest Shortfalls previously allocated thereto;
(vii)
to REMIC IV in respect of REMIC III Regular
Interests SB-IO and SB-PO, (A) from the amount, if any, of the
REMIC III
Available
Distribution Amount remaining after the foregoing
distributions,
the sum of (I) Accrued Certificate
Interest on the Class
SB
Certificates,
(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 of Class A Certificates,
Class M Certificates
and Class B
Certificates has been reduced to zero, the Overcollateralization
Amount;
(viii)
to REMIC III
Regular
Interest
P,
100% of the
amount
paid in
respect
of REMIC II
Regular
Interest
P on such
Distribution Date; and
(ix)
to the Class R-III Certificateholders the balance, if any, of the
REMIC III Available
Distribution Amount.
REMIC III Regular Interest SB-PO: A separate
uncertificated
beneficial
ownership interest in REMIC III issued hereunder and
designated
as a
Regular
Interest
in
REMIC III,
held as an asset of REMIC IV.
REMIC III
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 aggregate
amount equal to the initial Overcollateralization Amount as set
forth in the Preliminary Statement hereto.
REMIC III Regular Interest SB-IO: A separate
uncertificated
beneficial
ownership interest in REMIC III issued hereunder and
designated
as a
Regular
Interest
in
REMIC III,
held as an asset of REMIC IV.
REMIC III
Regular
Interest
SB-IO
shall
have no
entitlement to principal,
and shall be entitled to distributions of interest subject to the
terms and conditions
hereof, in aggregate
amount equal to the interest distributable with respect to the
Class SB Certificates pursuant to the terms and conditions hereof.
REMIC III
Regular
Interest IO: A separate
uncertificated
beneficial
ownership
interest in REMIC III issued hereunder and
designated as a Regular Interest in REMIC III,
held as an asset of REMIC IV.
REMIC III
Regular Interest IO shall have no entitlement
to principal,
and shall be entitled to
distributions
of interest
subject to the terms and conditions
hereof,
in aggregate
amount
equal to the interest distributable with respect to REMIC II
Regular Interest LT-IO.
REMIC III Regular
Interest P: A separate
uncertificated
beneficial
ownership
interest in REMIC III issued
hereunder
and
designated
as a Regular
Interest
in REMIC III,
held as an asset of REMIC IV,
that has an initial
principal
balance
equal to the
related
Uncertificated
Principal Balance, that bears no interest and that shall be
entitled to 100% of all amounts distributable with
respect to REMIC II Regular Interest P.
REMIC III
Regular
Interests:
REMIC III
Regular
Interests SB-IO,
SB-PO, IO and P, together with the Class A Certificates,
Class M Certificates
and Class B Certificates
exclusive of their
respective
rights to receive the payment of Basis Risk
Shortfalls
and other amounts pursuant to the Swap Agreement, the SB-AMB Swap
Agreement and the Yield Maintenance Agreement.
REMIC IV: 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 III Regular
Interests
SB-IO, SB-PO, IO and P.
REMIC IV
Available
Distribution
Amount:
For any
Distribution
Date,
the amounts
deemed
distributed
from
REMIC III to
REMIC IV on such
Distribution
Date in respect of REMIC III
Regular
Interests
SB-IO,
SB-PO, IO and P pursuant to the definition of
REMIC III Distribution Amount.
REMIC IV
Distribution
Amount:
For any
Distribution
Date,
the
REMIC IV
Available
Distribution
Amount
shall be deemed
distributed by REMIC IV to the holders of the Class SB
Certificates
on account of REMIC IV Regular
Interest SB, to the
Supplemental
Interest Trust Account on account of REMIC IV Regular
Interest IO and to the holders of the Class P
Certificates
on account of REMIC
IV Regular Interest P.
REMIC IV
Regular
Interests.
Either of the
separate
beneficial
ownership
interests
in
REMIC IV
issued
hereunder
and
designated as a "regular
interest" in REMIC IV.
The REMIC IV Regular
Interests
shall be entitled to
distributions
of interest and
principal, subject to the terms and conditions hereof, as set forth
in the Preliminary Statement hereto.
Required
Overcollateralization
Amount:
With
respect to any
Distribution
Date (i) prior to the Stepdown
Date,
an amount
equal to 0.75% 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 March 2013,
provided a Trigger
Event is not in effect,
the greater of (x) 1.875% 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 March
2013, provided a Trigger Event is not in effect, the greater of (x)
1.50% 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; and (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.
SB-AMB Swap
Agreement:
The interest rate swap
agreement
between the Supplement
Interest
Trust Trustee,
on behalf of the
Class
A,
Class
M and
Class
B
Certificateholders,
and
the
Supplement
Interest
Trust
Trustee,
on
behalf
of
the
Class
SB
Certificateholders, evidenced by the confirmation attached hereto
as Exhibit Five and incorporated herein by reference.
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 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.
Specified Condition:
Shall have the meaning set forth in the Swap Agreement.
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
have been reduced to zero and (2) the later to occur of (x) the
Distribution
Date in March 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 March 2013,
approximately
22.50% and (b) on any Distribution
Date on or after the Distribution Date in March 2013, approximately
18.00%.
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
77.500%
82.000%
M-1
82.375%
85.900%
M-2
86.125%
88.900%
M-3
87.375%
89.900%
M-4
90.625%
92.500%
M-5
92.125%
93.700%
M-6
93.375%
94.700%
M-7
94.625%
95.700%
M-8
95.625%
96.500%
M-9
97.125%
97.700%
B
98.125%
98.500%
(1)
For any Distribution Date prior to the Distribution Date in March
2013.
(2)
For any Distribution Date in March 2013 or thereafter.
Supplemental
Interest
Trust:
The separate
trust formed
pursuant to this
Agreement
and
maintained
by the
Supplemental
Interest Trust Trustee
pursuant to Section
4.09(a).
The primary
activities of the
Supplemental
Interest Trust created pursuant to
this Agreement shall be:
(i)
entering into and holding the Swap Agreement, the SB-AMB Swap
Agreement and Yield Maintenance Agreement;
(ii)
receiving
collections
or making
payments with respect to the Swap
Agreement,
the SB-AMB Swap Agreement and Yield
Maintenance Agreement; and
(iii)
engaging in other activities that are necessary or incidental to
accomplish these limited purposes,
which activities
cannot be contrary to the status of the
Supplemental
Interest Trust as a qualified
special purpose entity under existing
accounting
literature.
Supplemental
Interest Trust Account:
The separate
trust account
created and maintained by the Trustee
pursuant to Section
4.09(a).
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.
Swap Agreement:
The interest rate swap agreement between the Swap
Counterparty and the Supplemental
Interest Trust Trustee,
on behalf of the
Supplemental
Interest Trust,
which
agreement
provides for Net Swap Payments and Swap
Termination
Payments to be
paid, as provided
therein,
together with any schedules,
confirmations
or other
agreements
relating
thereto,
attached
hereto as
Exhibit Ten.
Swap Agreement
Collateral
Account:
The separate
account created and maintained
pursuant to Section 4.09(h) hereof,
which
shall be entitled
"DEUTSCHE
BANK TRUST
COMPANY
AMERICAS,
as trustee,
in trust for Deutsche
Bank AG and which must be an Eligible
Account.
Swap Agreement Event of Default:
Shall have the same meaning given the term "Event of Default" in
the Swap Agreement.
Swap
Agreement
Notional
Balance:
As to the Swap
Agreement
and each Floating Rate Payer Payment Date and Fixed Rate Payer
Payment Date (each as defined in the Swap
Agreement)
the amount set forth on Schedule I to the Swap
Agreement for such Floating Rate
Payer Payment Date and Fixed Rate Payer Payment Date.
Swap
Counterparty:
The swap
counterparty
under the Swap
Agreement
either
(a)
entitled
to
receive
payments
from the
Supplemental
Interest Trust Trustee from amounts
payable by the
Supplemental
Interest Trust under this Agreement or (b) required to
make payments to the
Supplemental
Interest Trust Trustee for payment to the
Supplemental
Interest Trust, in either case pursuant to
the terms of the Swap Agreement, and any successor in interest or
assign.
Initially, the Swap Counterparty shall be Deutsche Bank AG.
Swap
Counterparty
Trigger Event:
With respect to any
Distribution
Date,
(i) an Event of Default under the Swap Agreement
with respect to which the Swap
Counterparty
is a Defaulting
Party,
(ii) a
Termination
Event (other than
Illegality or Tax Event)
under the Swap Agreement with respect to which the Swap
Counterparty is the sole Affected Party,
or (iii) an
additional
termination
event under the Swap Agreement with respect to which the Swap
Counterparty is the sole Affected Party.
Swap LIBOR:
LIBOR as determined pursuant to the Swap Agreement.
Swap
Termination
Payment:
Upon the
occurrence of an Early
Termination
Date,
the payment to be made by the
Supplemental
Interest
Trust Trustee on behalf of the
Supplemental
Interest
Trust to the Swap
Counterparty
from payments from the
Supplemental
Interest
Trust,
or by the Swap
Counterparty
to the
Supplemental
Interest Trust Trustee for payment to the
Supplemental
Interest
Trust, as applicable, pursuant to the terms of the Swap Agreement.
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 on or after the Stepdown Date if either
(a) the Sixty-Plus Delinquency
Percentage,
as determined on that Distribution Date, exceeds 31.11%, if prior
to the Distribution Date
in March
2013,
or
38.89%,
if on or after the
Distribution
Date in March
2013,
of the
Senior
Enhancement
Percentage
for that
Distribution
Date or (b) 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
March 2009 to
February 2010:
0.20% with respect to March 2009,
plus an
additional
1/12th of 0.25% for each month
through
February 2010.
o
March 2010 to February
2011:
0.45% with respect to March 2010,
plus an
additional
1/12th of 0.35% for each month
through
February 2011.
o
March 2011 to February
2012:
0.80% with respect to March 2011,
plus an
additional
1/12th of 0.35% for each month
through
February 2012.
o
March 2012 to
February 2013:
1.15% with respect to March 2012,
plus an
additional
1/12th of 0.40% for each month
through
February 2013.
o
March 2013 to
February 2014:1.55%
with
respect to March 2013,
plus an
additional
1/12th of 0.15% for each month
through
February 2014.
o
March 2014 and thereafter: 1.70%.
Uncertificated
Accrued Interest:
With respect to any
Uncertificated
REMIC Regular Interest for any Distribution
Date, one
month's interest at the related
Uncertificated
Pass-Through Rate for such Distribution Date, accrued on the
Uncertificated
Principal
Balance or
Uncertificated
Notional
Amount,
as applicable,
immediately
prior to such
Distribution
Date.
Uncertificated
Accrued
Interest for the
Uncertificated
REMIC
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)
shall be allocated among REMIC I Regular
Interests,
pro rata, based on, and to the extent of,
Uncertificated
Accrued
Interest,
as
calculated
without
application of this sentence.
For purposes of calculating the amount of
Uncertificated
Accrued Interest for the
REMIC II Regular Interests for any Distribution Date, any
Prepayment
Interest
Shortfalls and Relief Act Shortfalls (to the extent not
covered by Compensating
Interest) shall be allocated among the REMIC II Regular
Interests,
pro rata, based on, and to the extent of,
Uncertificated
Accrued Interest,
as calculated
without
application of this sentence.
Uncertificated
Accrued Interest on REMIC III
Regular Interest SB-PO shall be zero.
Uncertificated
Accrued Interest on REMIC III Regular Interest SB-IO for each
Distribution Date
shall equal Accrued Certificate Interest for the Class SB
Certificates.
Uncertificated
Notional Amount:
With respect to the Class SB
Certificates or REMIC III Regular Interest SB-IO,
immediately
prior to any Distribution
Date, the aggregate of the
Uncertificated
Principal Balances of the REMIC II Regular Interests (other than
REMIC II Regular Interest P).
With
respect to REMIC II Regular
Interest
LT-IO and each
Distribution
Date listed
below,
the
aggregate
Uncertificated
Principal Balance of the REMIC I Regular Interests ending with the
designation "A" listed below:
DISTRIBUTION DATE
REMIC I REGULAR INTERESTS
1
I-1-A through I-60-A
2
I-2-A through I-60-A
3
I-3-A through I-60-A
4
I-4-A through I-60-A
5
I-5-A through I-60-A
6
I-6-A through I-60-A
7
I-7-A through I-60-A
8
I-8-A through I-60-A
9
I-9-A through I-60-A
10
I-10-A through I-60-A
11
I-11-A through I-60-A
12
I-12-A through I-60-A
13
I-13-A through I-60-A
14
I-14-A through I-60-A
15
I-15-A through I-60-A
16
I-16-A through I-60-A
17
I-17-A through I-60-A
18
I-18-A through I-60-A
19
I-19-A through I-60-A
20
I-20-A through I-60-A
21
I-21-A through I-60-A
22
I-22-A through I-60-A
23
I-23-A through I-60-A
24
I-24-A through I-60-A
25
I-25-A through I-60-A
26
I-26-A through I-60-A
27
I-27-A through I-60-A
28
I-28-A through I-60-A
29
I-29-A through I-60-A
30
I-30-A through I-60-A
31
I-31-A through I-60-A
32
I-32-A through I-60-A
33
I-33-A through I-60-A
34
I-34-A through I-60-A
35
I-35-A through I-60-A
36
I-36-A through I-60-A
37
I-37-A through I-60-A
38
I-38-A through I-60-A
39
I-39-A through I-60-A
40
I-40-A through I-60-A
41
I-41-A through I-60-A
42
I-42-A through I-60-A
43
I-43-A through I-60-A
44
I-44-A through I-60-A
45
I-45-A through I-60-A
46
I-46-A through I-60-A
47
I-47-A through I-60-A
48
I-48-A through I-60-A
49
I-49-A through I-60-A
50
I-50-A through I-60-A
51
I-51-A through I-60-A
52
I-52-A through I-60-A
53
I-53-A through I-60-A
54
I-54-A through I-60-A
55
I-55-A through I-60-A
56
I-56-A through I-60-A
57
I-57-A through I-60-A
58
I-58-A through I-60-A
59
I-59-A through I-60-A
60
I-60-A
thereafter
$0.00
With
respect
to REMIC
III
Regular
Interest
IO,
immediately
prior to any
Distribution
Date,
an
amount
equal to the
Uncertificated Notional Amount of REMIC II Regular Interest LT-IO.
Uncertificated
Pass-Through
Rate: The Uncertificated
REMIC I Pass-Through Rate or the Uncertificated
REMIC II Pass-Through
Rate, as applicable
Uncertificated
Principal Balance:
The principal amount of any Uncertificated
Regular Interest outstanding as of any date of
determination.
The
Uncertificated
Principal
Balance of each
Uncertificated
Regular
Interest
shall be reduced
first by Realized
Losses
allocated
thereto by the
definition
of REMIC I
Realized
Losses or REMIC II
Realized
Losses,
as
applicable,
and by all
distributions
of
principal
deemed
made on such
Uncertificated
Regular
Interest on such
Distribution
Date.
The
Uncertificated
Principal
Balance of each
Uncertificated
Regular
Interest shall never be less than zero. With respect to REMIC III
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.
Uncertificated REMIC
Regular Interests:
The REMIC I Regular Interests,
the REMIC II Regular Interests and REMIC III Regular
Interests SB-IO, SB-PO, IO and P.
Uncertificated
REMIC I Pass-Through
Rate: With respect to each REMIC I Regular
Interest ending with the designation "A" and
(i) any
Distribution
Date with a
numerical
designation
equal to or less than the
numerical
designation
of such
REMIC I Regular
Interest,
a per annum rate equal to the weighted
average Net Mortgage Rate of the Mortgage
Loans
multiplied
by 10/9,
subject to a
maximum
rate of the
product of (A) MTA,
as
determined
pursuant
to the Swap
Agreement,
plus
0.37% and (B) 10/9;
(ii) any other
Distribution
Date,
a per annum rate equal to the
weighted
average Net Mortgage
Rate of the
Mortgage
Loans.
With respect to each
REMIC I Regular Interest ending with the designation "B" and (i)
any Distribution
Date with a numerical
designation
equal to or less
than the
numerical
designation
of such REMIC I Regular
Interest,
the greater of (x) a per annum rate equal to 10 multiplied by the
excess,
if any, of (A) the weighted
average Net Mortgage Rate of the Mortgage Loans over (B) MTA, as
determined
pursuant to the Swap
Agreement,
plus 0.37% and (y) 0.00000%;
(ii) any other Distribution Date, a per annum rate equal to the
weighted average Net Mortgage
Rate of the Mortgage Loans.
Uncertificated
REMIC II Pass-Through
Rate: With respect to any Distribution
Date and (i) REMIC II Regular Interests LT1 and
LT2, the REMIC II Net WAC Rate,
(ii) REMIC II Regular
Interest
LT3,
zero (0.00%),
(iii) REMIC II Regular
Interest LT4,
twice the
REMIC II Net WAC Rate, and (iv) REMIC II Regular Interest LT-IO,
the excess of (i) the weighted average of the
Uncertificated
REMIC I
Pass-Through Rates for REMIC I Regular Interests ending with the
designation "A", over (ii) 10/9 multiplied by Swap LIBOR.
Underwriter:
Deutsche Bank Securities Inc.
Yield Maintenance Agreement:
The yield maintenance agreement,
entered into for the benefit of the Class A, Class M and Class
B Certificates,
dated as of the Closing Date between the Yield
Maintenance
Agreement
Provider and the
Supplemental
Interest Trust
Trustee.
Yield
Maintenance
Agreement
Collateral
Account:
The separate
account created and maintained
pursuant to Section 4.09(h)
hereof,
which shall be entitled
"DEUTSCHE BANK TRUST COMPANY AMERICAS,
as trustee,
in trust for The Bank of New York and which must
be an Eligible Account.
Yield Maintenance Agreements Provider:
The Bank of New York.
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.
Notwithstanding
the foregoing,
for the purpose of determining the amount of any payment to be made
under the Swap Agreement,
LIBOR will be calculated as provided in the Swap Agreement.
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),
provided that the
percentages of the Mortgage Loans
described in
this clause (b) are approximate
percentages by aggregate
Stated Principal
Balance
determined as of the Cut-off Date after deducting
payments due during the month of the Cut-off Date):
(i)
No Mortgage
Loan is 30 or more days
Delinquent
in payment of principal
and interest as of the Cut-off Date and no Mortgage
Loan has 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, with respect to a majority of the Mortgage
Loans, 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,
except with respect to two Mortgage
Loans,
representing
no more than 0.1% of the
aggregate Stated Principal Balance of the Mortgage Loans, 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
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