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EXECUTION VERSION
WaMu ASSET ACCEPTANCE CORP.,
as Depositor
and
WASHINGTON MUTUAL BANK,
as Servicer
and
LASALLE BANK NATIONAL ASSOCIATION,
as Trustee
and
CHRISTIANA BANK & TRUST COMPANY,
as Delaware Trustee
POOLING AND SERVICING AGREEMENT
$2,371,959,260.00
Washington Mutual Mortgage PassThrough Certificates WMALT Series 2007OA3 Trust
WaMu Asset Acceptance Corp.
Washington Mutual Mortgage PassThrough Certificates
WMALT Series 2007OA3
CutOff Date: March 1, 2007
TABLE OF CONTENTS
Page 

17 

Section 1.01.Definitions 
17 
Adjusted Cap Rate 
17 
Adjusted Loan Group 1 Weighted Average PassThrough Rate 
19 
Adjusted Loan Group 2 Weighted Average PassThrough Rate 
19 
Adjusted Loan Group 3 Weighted Average PassThrough Rate 
19 
Adjusted Loan Group 4 Net Weighted Average PassThrough Rate 
19 
Adjusted Loan Group 5 Net Weighted Average PassThrough Rate 
19 
Aggregate Certificate Principal Balance 
19 
Aggregate Class CX Weighted Average Certificate Interest Rate 
19 
Aggregate Groups 12 Weighted Average PassThrough Rate 
20 
Aggregate Groups 35 Weighted Average Certificate Interest Rate 
20 
Aggregate Groups 35 Weighted Average PassThrough Rate 
20 
Aggregate Maximum Class CX Interest Amount 
20 
Aggregate Maximum Class EXPPP and Class 5XPPP Interest Amount 
21 
Agreement 
21 
Appraised Value 
21 
Assigned Prepayment Premiums 
22 
Assignment of Proprietary Lease 
22 
Authenticating Agent 
22 
Authorized Denomination 
22 
Balloon Loan 
22 
Bankruptcy Loss 
22 
Beneficial Holder 
23 
Benefit Plan Opinion 
23 
BookEntry Certificates 
23 
Business Day 
23 
Buydown Agreement 
23 
Buydown Fund 
23 
Buydown Fund Account 
23 
Buydown Loan 
23 
CarryForward Subsequent Recoveries Amount 
24 
Carryover Shortfall Amount 
24 
Carryover Shortfall Payment 
26 
Certificate 
31 
Certificate Account 
31 
Certificateholder or Holder 
31 
Certificate Interest Rate 
31 
Certificate Margin 
31 
Certificate of Trust 
32 
Certificate Principal Balance 
32 
Certificate Register and Certificate Registrar 
32 
Class 
32 
Class 1A Certificates 
33 
Class 1AL Regular Interest 
33 
Class 2A Certificates 
33 
Class 2AL Regular Interest 
33 
Class 4A1 Certificates 
33 
Class 4A1L Regular Interest 
34 
Class 4A2 Certificates 
34 
Class 4A2L Regular Interest 
34 
Class 4AB Certificates 
34 
Class 4ABL Regular Interest 
34 
Class 5A Certificates 
34 
Class 5AL Regular Interest 
34 
Class A Certificates 
34 
Class AL Regular Interests 
34 
Class LB1 Certificates 
34 
Class LB1L Regular Interest 
34 
Class LB2 Certificates 
34 
Class LB2L Regular Interest 
34 
Class LB3 Certificates 
34 
Class LB3L Regular Interest 
35 
Class LB4 Certificates 
35 
Class LB4L Regular Interest 
35 
Class LB5 Certificates 
35 
Class LB5L Regular Interest 
35 
Class LB6 Certificates 
35 
Class LB6L Regular Interest 
35 
Class LB7 Certificates 
35 
Class LB7L Regular Interest 
35 
Class LB8 Certificates 
35 
Class LB8L Regular Interest 
35 
Class LB9 Certificates 
35 
Class LB9L Regular Interest 
35 
Class LB10 Certificates 
35 
Class LB10L Regular Interest 
36 
Class LB11 Certificates 
36 
Class LB11L Regular Interest 
36 
Class LB12 Certificates 
36 
Class LB12L Regular Interest 
36 
Class LB13 Certificates 
36 
Class LB13L Regular Interest 
36 
Class LB14 Certificates 
36 
Class LB14L Regular Interest 
36 
Class MB1 Certificates 
36 
Class MB1L Regular Interest 
36 
Class MB2 Certificates 
36 
Class MB2L Regular Interest 
36 
Class MB3 Certificates 
36 
Class MB3L Regular Interest 
37 
Class MB4 Certificates 
37 
Class MB4L Regular Interest 
37 
Class MB5 Certificates 
37 
Class MB5L Regular Interest 
37 
Class MB6 Certificates 
37 
Class MB6L Regular Interest 
37 
Class MB7 Certificates 
37 
Class MB7L Regular Interest 
37 
Class MB8 Certificates 
37 
Class MB8L Regular Interest 
37 
Class MB9 Certificates 
37 
Class MB9L Regular Interest 
37 
Class MB10 Certificates 
37 
Class MB10L Regular Interest 
38 
Class CA Group 1 Component 
38 
Class CA Group 2 Component 
38 
Class CA1B Certificates 
38 
Class CA1B Component 
38 
Class CA1B Group 1 Component 
38 
Class CA1B Group 2 Component 
38 
Class CA1BL Regular Interest 
38 
Class CA1C Certificates 
38 
Class CA1C Component 
38 
Class CA1C Group 1 Component 
38 
Class CA1C Group 2 Component 
38 
Class CA1CL Regular Interest 
38 
Class CX1 Accrued Interest 
38 
Class CX1 Certificates 
40 
Class CX1 Subgroup 1A IO Component 
40 
Class CX1 Subgroup 1A PO Component 
40 
Class CX1 Subgroup 2A IO Component 
40 
Class CX1 Subgroup 2A PO Component 
40 
Class CX1L Notional Amount 
40 
Class CX1L Regular Interest 
40 
Class CX2PPP Accrued Interest 
40 
Class CX2PPP Certificates 
41 
Class CX2PPP Subgroup 1B IO Component 
41 
Class CX2PPP Subgroup 1B PO Component 
41 
Class CX2PPP Subgroup 2B IO Component 
41 
Class CX2PPP Subgroup 2B PO Component 
42 
Class CX2PPPL Notional Amount 
42 
Class CX2PPPL Regular Interest 
42 
Class DA Group 3 Component 
42 
Class DA Group 4 Component 
42 
Class DA Group 5 Component 
42 
Class DA1B Certificates 
42 
Class DA1B Component 
42 
Class DA1B Group 3 Component 
42 
Class DA1B Group 4 Component 
42 
Class DA1B Group 5 Component 
42 
Class DA1BL Regular Interest 
42 
Class DA1C Certificates 
42 
Class DA1C Component 
42 
Class DA1C Group 3 Component 
43 
Class DA1C Group 4 Component 
43 
Class DA1C Group 5 Component 
43 
Class DA1CL Regular Interest 
43 
Class EXPPP Accrued Interest 
43 
Class EXPPP Certificates 
44 
Class EXPPP Loan Group 3 IO Component 
44 
Class EXPPP Loan Group 3 PO Component 
44 
Class EXPPP Loan Group 4 IO Component 
44 
Class EXPPP Loan Group 4 PO Component 
44 
Class EXPPPL Notional Amount 
44 
Class EXPPPL Regular Interest 
44 
Class FX Certificates 
44 
Class FX Notional Amount 
44 
Class FXL Regular Interest 
45 
Class FXM Regular Interest 
45 
Class FXSubgroup 4A Accrued Interest 
45 
Class FXSubgroup 5A Accrued Interest 
45 
Class 5XPPP Accrued Interest 
45 
Class 5XPPP Certificates 
46 
Class 5XPPPL Notional Amount 
46 
Class 5XPPPL Regular Interest 
46 
Class IIILT Principal Reduction Amounts 
46 
Class IIILT Regular Interests 
46 
Class IIILT1 Regular Interest 
46 
Class IIILT2 Principal Distribution Amount 
46 
Class IIILT2 Regular Interest 
46 
Class IIILT3 Principal Distribution Amount 
46 
Class IIILT3 Regular Interest 
47 
Class IIILT4 Principal Distribution Amount 
47 
Class IIILT4 Regular Interest 
47 
Class IIILT6 Principal Distribution Amount 
47 
Class IIILT6 Regular Interest 
47 
Class IIILT7 Principal Distribution Amount 
47 
Class IIILT7 Regular Interest 
47 
Class IIILT8 Principal Distribution Amount 
47 
Class IIILT8 Regular Interest 
47 
Class IIILT9 Regular Interest 
47 
Class IIILT10 Principal Distribution Amount 
47 
Class IIILT10 Regular Interest 
48 
Class IIILT11 Principal Distribution Amount 
48 
Class IIILT11 Regular Interest 
48 
Class IIILT12 Principal Distribution Amount 
48 
Class IIILT12 Regular Interest 
48 
Class IIILT14 Principal Distribution Amount 
48 
Class IIILT14 Regular Interest 
48 
Class IIILT15 Principal Distribution Amount 
48 
Class IIILT15 Regular Interest 
48 
Class IIILT16 Principal Distribution Amount 
48 
Class IIILT16 Regular Interest 
48 
Class IIILT18 Principal Distribution Amount 
49 
Class IIILT18 Regular Interest 
49 
Class IIILT19 Principal Distribution Amount 
49 
Class IIILT19 Regular Interest 
49 
Class IIILT20 Principal Distribution Amount 
49 
Class IIILT20 Regular Interest 
49 
Class IIILTY1 Principal Distribution Amount 
49 
Class IIILTY1 Regular Interest 
49 
Class IIILTY2 Principal Distribution Amount 
49 
Class IIILTY2 Regular Interest 
49 
Class IIILTY3 Principal Distribution Amount 
49 
Class IIILTY3 Regular Interest 
49 
Class IIILTY4 Principal Distribution Amount 
50 
Class IIILTY4 Regular Interest 
50 
Class IIILTY5 Principal Distribution Amount 
50 
Class IIILTY5 Regular Interest 
50 
Class Notional Amount 
50 
Class Principal Balance 
50 
Class R Certificates 
52 
Class R Residual Interests 
52 
Class R1 Residual Interest 
52 
Class R2 Residual Interest 
52 
Class R3 Residual Interest 
52 
Class R4 Residual Interest 
52 
Class X Certificates 
52 
Class X IO Component 
52 
Class X PO Component 
52 
Class XL Regular Interests 
52 
Class Y Regular Interests 
53 
Class IY1 Regular Interest 
53 
Class IY1 Principal Distribution Amount 
53 
Class IY2 Regular Interest 
53 
Class IY2 Principal Distribution Amount 
53 
Class IIY1 Regular Interest 
53 
Class IIY1 Principal Distribution Amount 
53 
Class IIY2 Regular Interest 
53 
Class IIY2 Principal Distribution Amount 
53 
Class IIY3 Regular Interest 
53 
Class IIY3 Principal Distribution Amount 
53 
Class Y Principal Reduction Amounts 
54 
Class Z Regular Interests 
54 
Class Z Principal Reduction Amounts 
54 
Class IZ1 Regular Interest 
54 
Class IZ1 Principal Distribution Amount 
54 
Class IZ2 Regular Interest 
54 
Class IZ2 Principal Distribution Amount 
54 
Class IIZ1 Regular Interest 
55 
Class IIZ1 Principal Distribution Amount 
55 
Class IIZ2 Regular Interest 
55 
Class IIZ2 Principal Distribution Amount 
55 
Class IIZ3 Regular Interest 
55 
Class IIZ3 Principal Distribution Amount 
55 
Groups 12 CleanUp Call Option Date 
55 
Groups 12 Excess Liquidation Proceeds 
55 
Groups 35 CleanUp Call Option Date 
55 
Groups 35 Excess Liquidation Proceeds 
55 
CleanUp Call Percentage 
55 
Clearing Agency 
56 
Closing Date 
56 
Code 
56 
Commission 
56 
Company 
56 
Complying Insurance Company 
56 
Component 
56 
Component Principal Balance 
56 
Cooperative 
57 
Cooperative Apartment 
57 
Cooperative Lease 
57 
Cooperative Loans 
57 
Cooperative Stock 
57 
Cooperative Stock Certificate 
57 
Corporate Trust Office 
57 
Corporation 
58 
Corresponding Class 
58 
Countrywide 
58 
Countrywide Agreement 
59 
Countrywide Compensating Interest 
59 
Countrywide Custodial Account 
59 
Countrywide Loans 
59 
Countrywide Servicing Addendum 
59 
Countrywide Servicing Fee 
59 
Credit Support Depletion Date 
59 
Cumulative CarryForward Subsequent Recoveries Amount 
59 
Current LoantoValue Ratio 
60 
Curtailment 
60 
Curtailment Shortfall 
60 
Custodial Account for P&I 
60 
Custodial Agreement 
60 
Custodian 
60 
CutOff Date 
60 
Definitive Certificates 
60 
Delaware Trustee 
60 
Depositary Agreement 
60 
Destroyed Mortgage Note 
61 
Determination Date 
61 
Disqualified Organization 
61 
Distribution Date 
61 
DTC 
61 
DTC Participant 
61 
Due Date 
61 
Eligible Institution 
61 
Eligible Investments 
61 
ERISA 
63 
ERISA Restricted Certificate 
63 
ERISA Super Restricted Certificate 
63 
Event of Default 
63 
Excess Liquidation Proceeds 
63 
Excess Subsequent Recoveries 
63 
Fannie Mae 
63 
FDIC 
63 
FHA 
63 
Final Maturity Date 
63 
Fitch 
63 
Freddie Mac 
63 
Group 1 Loans 
63 
Group 1 Senior Liquidation Amount 
64 
Group 1 Senior Percentage 
64 
Group 1 Senior Prepayment Percentage or Group 2 Senior Prepayment Percentage 
64 
Group 1 Senior Principal Distribution Amount 
66 
Group 1 Subordinate Balance 
67 
Group 1 Subordinate Percentage 
67 
Group 1 Subordinate Prepayment Percentage 
67 
Group 1 Weighted Average Certificate Interest Rate 
67 
Group 2 Loans 
67 
Group 2 Senior Liquidation Amount 
67 
Group 2 Senior Percentage 
67 
Group 2 Senior Prepayment Percentage 
68 
Group 2 Senior Principal Distribution Amount 
68 
Group 2 Subordinate Balance 
68 
Group 2 Subordinate Percentage 
68 
Group 2 Subordinate Prepayment Percentage 
68 
Group 2 Weighted Average Certificate Interest Rate 
68 
Group 3 Loans 
68 
Group 3 Senior Liquidation Amount 
68 
Group 3 Senior Percentage 
69 
Group 3 Senior Prepayment Percentage, Group 4 Senior Prepayment Percentage or Group 5 Senior Prepayment Percentage 
69 
Group 3 Senior Principal Distribution Amount 
72 
Group 3 Subordinate Balance 
72 
Group 3 Subordinate Percentage 
72 
Group 3 Subordinate Prepayment Percentage 
72 
Group 3 Weighted Average Certificate Interest Rate 
73 
Group 4 Loans 
73 
Group 4 Senior Liquidation Amount 
73 
Group 4 Senior Percentage 
73 
Group 4 Senior Prepayment Percentage 
73 
Group 4 Senior Principal Distribution Amount 
73 
Group 4 Subordinate Balance 
73 
Group 4 Subordinate Percentage 
74 
Group 4 Subordinate Prepayment Percentage 
74 
Group 4 Weighted Average Certificate Interest Rate 
74 
Group 5 Loans 
74 
Group 5 Senior Liquidation Amount 
74 
Group 5 Senior Percentage 
74 
Group 5 Senior Prepayment Percentage 
74 
Group 5 Senior Principal Distribution Amount 
75 
Group 5 Subordinate Balance 
75 
Group 5 Subordinate Percentage 
75 
Group 5 Subordinate Prepayment Percentage 
75 
Group 5 Weighted Average Certificate Interest Rate 
75 
Group LB Certificates 
75 
Group LB Percentage 
75 
Group LB Subordinate Liquidation Amount 
75 
Group LB Subordinate Principal Distribution Amount 
76 
Group LB Subordinate Principal Prepayments Distribution Amount 
76 
Group LB Weighted Average PassThrough Rate 
76 
Group LBL Regular Interests 
77 
Group MB Certificates 
77 
Group MB Percentage 
77 
Group MB Subordinate Liquidation Amount 
77 
Group MB Subordinate Principal Distribution Amount 
77 
Group MB Subordinate Principal Prepayments Distribution Amount 
78 
Group MB Net Weighted Average PassThrough Rate 
78 
Group MBL Regular Interests 
78 
Index 
78 
Indirect DTC Participants 
79 
Initial Group 2 Servicing Fee Shortfall Deposit 
79 
Initial Group 3 Servicing Fee Shortfall Deposit 
79 
Initial Group 4 Servicing Fee Shortfall Deposit 
79 
Initial Group 5 Servicing Fee Shortfall Deposit 
79 
Initial Interest Shortfall Deposit 
79 
Insurance Proceeds 
79 
Interest Distribution Amount 
79 
Interest Rate Adjustment Date 
80 
Interest Transfer Amount 
80 
Interest Transfer Amount Fraction 
80 
Investment Account 
80 
Investment Depository 
80 
Junior Subordinate Certificates 
80 
Last Scheduled Distribution Date 
81 
LIBOR 
81 
LIBOR Determination Date 
81 
Liquidated Mortgage Loan 
81 
Liquidation Principal 
81 
Liquidation Proceeds 
81 
Loan Group 
81 
Loan Group 1 
81 
Loan Group 1 Balance 
81 
Loan Group 1 Maximum Class CX Interest Amount 
81 
Loan Group 1 Weighted Average PassThrough Rate 
82 
Loan Group 2 
82 
Loan Group 2 Balance 
82 
Loan Group 2 Maximum Class CX Interest Amount 
82 
Loan Group 2 Weighted Average PassThrough Rate 
83 
Loan Group 3 
83 
Loan Group 3 Balance 
83 
Loan Group 3 Weighted Average PassThrough Rate 
83 
Loan Group 4 
83 
Loan Group 4 Balance 
83 
Loan Group 4 Net Weighted Average PassThrough Rate 
83 
Loan Group 5 
84 
Loan Group 5 Balance 
84 
Loan Group 5 Net Weighted Average PassThrough Rate 
84 
Lowest Class B Owner 
84 
Marker Rate 
84 
Maximum Group LB Rate 
85 
Maximum Group MB Rate 
85 
Maximum Loan Group 1 Rate 
85 
Maximum Loan Group 2 Rate 
85 
Maximum Loan Group 3 Rate 
85 
Maximum Loan Group 4 Rate 
85 
Maximum Loan Group 5 Rate 
85 
Maximum Loan Group Rate 
85 
MERS 
86 
MERS Loan 
86 
MERS® System 
86 
MIN 
86 
Minimum Monthly Payment 
86 
MOM Loan 
86 
Monthly P&I Advance 
86 
Monthly Payment Adjustment Terms 
86 
Moody’s 
86 
Mortgage 
86 
Mortgage File 
86 
Mortgage Interest Rate 
89 
Mortgage Loan Margin 
89 
Mortgage Loan Purchase Agreement 
89 
Mortgage Loan Schedule 
89 
Mortgage Loans 
90 
Mortgage Note 
90 
Mortgage Pool 
90 
Mortgage Pool Assets 
90 
Mortgaged Property 
91 
Mortgagor 
91 
Negative Amortization Amount 
91 
Net Negative Amortization Amount 
91 
NoDelay Accrual Period 
96 
Nonrecoverable WMB Advance 
96 
NonU.S. Person 
96 
Notice Addresses 
96 
Officer’s Certificate 
97 
OneMonth LIBOR 
97 
OneYear MTA 
97 
Opinion of Counsel 
97 
Original Trust Agreement 
97 
OTS 
97 
Overcollateralization Amount 
97 
Overcollateralized Group 
97 
Ownership Interest 
97 
PassThrough Entity 
97 
PassThrough Rate 
98 
Paying Agent 
98 
Payoff 
98 
Payoff Earnings 
98 
Payoff Interest 
98 
Payoff Period 
98 
Percentage Interest 
98 
Permitted Transferee 
99 
Person 
100 
Plan Investor 
100 
Prepaid Monthly Payment 
100 
Prepayment Premium 
100 
Primary Insurance Policy 
100 
Principal Balance 
100 
Principal Payment 
101 
Principal Payment Amount 
101 
Principal Prepayment 
101 
Principal Prepayment Amount 
101 
Principal Transfer Amount 
101 
Prior Period 
101 
Prospectus 
101 
Rate Ceiling 
101 
Rate Floor 
101 
Rating Agency 
101 
Ratings 
101 
Reacquired Mortgage Loan 
101 
Realized Loss 
102 
Recognition Agreement 
114 
Record Date 
114 
Recording Documents 
114 
Reference Banks 
114 
Regular Interests 
114 
Regulation AB 
114 
Relief Act Shortfall 
114 
REMIC 
115 
REMIC Provisions 
115 
REMIC I 
115 
REMIC I Assets 
115 
REMIC I Available Distribution Amount 
115 
REMIC I Distribution Amount 
116 
REMIC I Regular Interests 
117 
REMIC II 
117 
REMIC II Assets 
117 
REMIC II Available Distribution Amount 
117 
REMIC II Distribution Amount 
118 
REMIC II Regular Interests 
120 
REMIC III 
120 
REMIC III Assets 
120 
REMIC III Available Distribution Amount 
120 
REMIC III Distribution Amount 
120 
REMIC III Principal Distribution Amount 
123 
REMIC III Regular Interests 
123 
REMIC IV 
123 
REMIC IV Assets 
123 
REMIC IV Available Distribution Amount 
123 
REMIC IV Distribution Amount 
123 
REMIC IV Regular Interests 
142 
Repurchase Price 
142 
Repurchase Proceeds 
143 
Residual Certificates 
143 
Residual Distribution Amount 
143 
Responsible Officer 
144 
ROV Mortgage Loan 
144 
S&P 
144 
Secretary of State 
144 
Securities Act 
144 
Security Agreement 
144 
Seller 
144 
Senior Certificates 
144 
Senior Subordinate Certificates 
144 
Servicer 
144 
Servicer Business Day 
144 
Servicing Fee Rate 
144 
Servicing Officer 
144 
Special Primary Insurance Policy 
145 
Special Primary Insurance Premium 
145 
Statutory Trust Statute 
145 
Streamlined Mortgage Loan 
145 
Subgroup 
145 
Subgroup LBalance 
145 
Subgroup Fraction 
145 
Subgroup Weighted Average PassThrough Rate 
146 
Subgroup 1A 
146 
Subgroup 1A Balance 
146 
Subgroup 1A Mortgage Loans 
146 
Subgroup 1A Weighted Average PassThrough Rate 
146 
Subgroup 1B 
146 
Subgroup 1B Balance 
146 
Subgroup 1B Mortgage Loans 
146 
Subgroup 1B Weighted Average PassThrough Rate 
146 
Subgroup 2A 
146 
Subgroup 2A Balance 
147 
Subgroup 2A Mortgage Loans 
147 
Subgroup 2A Weighted Average PassThrough Rate 
147 
Subgroup 2B 
147 
Subgroup 2B Balance 
147 
Subgroup 2B Mortgage Loans 
147 
Subgroup 2B Weighted Average PassThrough Rate 
147 
Subgroup 4B 
147 
Subgroup 4B Balance 
147 
Subgroup 4B Mortgage Loans 
147 
Subgroup 5B 
147 
Subgroup 5B Balance 
148 
Subgroup 5B Mortgage Loans 
148 
Subordinate Certificates 
148 
Subordinate Component Balance 
148 
Subordinate Percentage 
148 
Subordination Level 
148 
Subsequent Recoveries 
148 
Substitute Mortgage Loan 
149 
Substitution Price 
149 
Tax Matters Person 
149 
Termination Date 
149 
Termination Payment 
149 
Total Transfer Amount 
150 
Transfer 
150 
Transfer Rate 
150 
Transferee 
150 
Transferee Affidavit and Agreement 
150 
Trust 
150 
Trustee 
150 
UC Rate 
150 
Unadjusted Net Negative Amortization Amount 
150 
Uncollected Interest 
150 
Uncompensated Interest Shortfall 
150 
Undercollateralized Group 
152 
Underwriter 
153 
Uninsured Cause 
153 
U.S. Person 
153 
VA 
153 
Withdrawal Date 
153 
WMB Compensating Interest 
153 
WMB Loans 
154 
WMB Servicing Fee 
154 
ARTICLE II Creation of the Trust; Conveyance of the Mortgage Pool Assets, REMIC I Regular Interests, REMIC II Regular Interests, REMIC III Regular Interests and REMIC IV Regular Interests; REMIC Election and Designations; Original Issuance of Certificates 
154 
Section 2.01.Creation of the Trust 
154 
Section 2.02.Restrictions on Activities of the Trust 
155 
Section 2.03.Separateness Requirements 
156 
Section 2.04.Conveyance of Mortgage Pool Assets; Assignment of Countrywide Agreement; Security Interest 
157 
Section 2.05.Delivery of Mortgage Files 
158 
Section 2.06.REMIC Election for REMIC I and REMIC II 
159 
Section 2.07.Acceptance by Trustee 
161 
Section 2.08.Representation and Warranty of the Company Concerning the Mortgage Loans 
162 
Section 2.09.Representations and Warranties of the Seller Concerning the Mortgage Loans 
164 
Section 2.10.Additional Provisions Relating to Repurchases of and Substitutions for Mortgage Loans by the Company or the Seller 
165 
Section 2.11.Acknowledgment of Transfer of Mortgage Pool Assets 
166 
Section 2.12.Conveyance of REMIC III Assets; Security Interest 
166 
Section 2.13.REMIC Election for REMIC III 
167 
Section 2.14.Acknowledgement of Transfer of REMIC III Assets 
168 
Section 2.15.Conveyance of REMIC IV Assets; Security Interest 
168 
Section 2.16.REMIC Election for REMIC IV 
169 
Section 2.17.Acknowledgement of Transfer of REMIC IV Assets 
170 
Section 2.18.Conveyance of Conveyed REMIC IV Regular Interests; Security Interest 
171 
Section 2.19.Acknowledgement of Transfer of Conveyed REMIC IV Regular Interests 
172 
Section 2.20.Legal Title 
172 
Section 2.21.Compliance with ERISA Requirements 
172 
Section 2.22.Additional Representation Concerning the Mortgage Loans 
172 
Section 2.23.Distributions to Certificates Outside of REMIC IV 
172 
ARTICLE III Administration and Servicing of Mortgage Loans 
173 
Section 3.01.The Servicer 
173 
Section 3.02.The Custodial Accounts for P&I and Buydown Fund Accounts 
176 
Section 3.03.The Investment Account; Eligible Investments 
177 
Section 3.04.The Certificate Account 
177 
Section 3.05.Permitted Withdrawals from the Certificate Account, the Investment Account, the Custodial Accounts for P&I and the Buydown Fund Accounts 
179 
Section 3.06.Maintenance of Primary Insurance Policies; Collections Thereunder 
180 
Section 3.07.Maintenance of Hazard Insurance 
181 
Section 3.08.Enforcement of DueonSale Clauses; Assumption Agreements 
181 
Section 3.09.Realization Upon Defaulted Mortgage Loans 
182 
Section 3.10.Trustee to Cooperate; Release of Mortgage Files 
184 
Section 3.11.Compensation to the Servicer 
185 
Section 3.12.[Reserved.] 
185 
Section 3.13.Reports on Assessment of Compliance with Servicing Criteria and Servicing Compliance Statements 
185 
Section 3.14.Access to Certain Documentation and Information Regarding the Mortgage Loans 
187 
Section 3.15.[Reserved.] 
187 
Section 3.16.[Reserved.] 
187 
Section 3.17.[Reserved.] 
187 
Section 3.18.[Reserved.] 
187 
Section 3.19.Determination of LIBOR by Servicer 
187 
Section 3.20.Assigned Prepayment Premiums 
188 
Section 3.21.Additional Servicer Covenants 
190 
ARTICLE IV Payments to Certificateholders; Payment of Expenses 
190 
Section 4.01.Distributions to Holders of REMIC I and REMIC II Regular Interests and Class R1 and Class R2 Residual Interests 
190 
Section 4.02.Monthly P&I Advances; Distribution Reports to the Trustee 
191 
Section 4.03.Nonrecoverable WMB Advances 
193 
Section 4.04.Distributions to Holders of REMIC III Regular Interests and Class R3 Residual Interest 
193 
Section 4.05.Distributions to Certificateholders; Payment of Special Primary Insurance Premiums 
194 
Section 4.06.Statements to Certificateholders 
196 
ARTICLE V The Certificates 
196 
Section 5.01.The Certificates 
196 
Section 5.02.Certificates Issuable in Classes; Distributions of Principal and Interest; Authorized Denominations 
204 
Section 5.03.Registration of Transfer and Exchange of Certificates 
204 
Section 5.04.Mutilated, Destroyed, Lost or Stolen Certificates 
205 
Section 5.05.Persons Deemed Owners 
205 
Section 5.06.[Reserved.] 
206 
Section 5.07.BookEntry for BookEntry Certificates 
206 
Section 5.08.Notices to Clearing Agency 
207 
Section 5.09.Definitive Certificates 
207 
Section 5.10.Office for Transfer of Certificates 
207 
Section 5.11.Nature of Certificates 
207 
ARTICLE VI The Company and the Servicer 
208 
Section 6.01.Liability of the Company and the Servicer 
208 
Section 6.02.Merger or Consolidation of the Company or the Servicer 
208 
Section 6.03.Limitation on Liability of the Company, the Servicer and Others 
208 
Section 6.04.Neither the Company nor the Servicer May Resign 
209 
Section 6.05.Trustee Access 
209 
ARTICLE VII Default 
209 
Section 7.01.Events of Default 
209 
Section 7.02.Trustee to Act; Appointment of Successor 
212 
Section 7.03.Notification to Certificateholders 
214 
ARTICLE VIII Concerning the Trustees 
215 
Section 8.01.Duties of Trustees 
215 
Section 8.02.Certain Matters Affecting the Trustees 
216 
Section 8.03.Trustees Not Liable for Certificates or Mortgage Loans 
217 
Section 8.04.Trustees May Own Certificates 
218 
Section 8.05.The Servicer to Pay Trustees’ Fees and Expenses 
218 
Section 8.06.Eligibility Requirements for Trustees 
218 
Section 8.07.Resignation and Removal of Trustees 
219 
Section 8.08.Successor Trustee 
219 
Section 8.09.Merger or Consolidation of Trustee 
220 
Section 8.10.Appointment of CoTrustee or Separate Trustee 
220 
Section 8.11.Authenticating Agents 
221 
Section 8.12.Paying Agents 
222 
Section 8.13.Duties of Delaware Trustee 
223 
Section 8.14.Amendment to Certificate of Trust 
223 
Section 8.15.[Reserved.] 
223 
Section 8.16.Trustees Act on Behalf of Trust 
223 
Section 8.17.Limitation of Liability 
223 
Section 8.18.Trustee Report on Assessment of Compliance with Servicing Criteria 
223 
ARTICLE IX Termination 
224 
Section 9.01.Termination Upon Purchase by the Servicer or Liquidation of All Mortgage Loans 
224 
Section 9.02.Additional Termination Requirements 
228 
Section 9.03.Trust Irrevocable 
229 
ARTICLE X Miscellaneous Provisions 
229 
Section 10.01.Amendment 
229 
Section 10.02.Recordation of Agreement 
231 
Section 10.03.Limitation on Rights of Certificateholders 
231 
Section 10.04.Access to List of Certificateholders 
232 
Section 10.05.Governing Law 
232 
Section 10.06.Notices 
233 
Section 10.07.Compliance With Regulation AB 
233 
Section 10.08.Severability of Provisions 
233 
Section 10.09.Counterpart Signatures 
233 
Section 10.10.Benefits of Agreement 
233 
Section 10.11.Notices and Copies to Rating Agencies 
233 
Section 10.12.Covenant Not to Place Trust Into Bankruptcy 
234 
Section 10.13.Covenant Not to Place Company Into Bankruptcy 
235 
Appendix 1 
Definitions of Class Y Principal Reduction Amounts and Class IIILT Principal Reduction Amounts 
Exhibit A 
Form of Certificates (other than Class R Certificates) 
Exhibit B 
Form of Class R Certificates 
Exhibit C 
[Reserved] 
Exhibit D 
Mortgage Loan Schedule 
Exhibit E 
[Reserved] 
Exhibit F 
[Reserved] 
Exhibit G 
[Reserved] 
Exhibit H 
Form of Additional Matter Incorporated Into the Certificates 
Exhibit I 
Transferor Certificate 
Exhibit J 
Transferee Affidavit And Agreement 
Exhibit K 
[Reserved] 
Exhibit L 
Form of Investment Letter 
Exhibit M 
Form of Trustee’s Certification Pursuant to Section 2.07 
Exhibit N 
Officer’s Certificate With Respect to ERISA Matters Pursuant to Section 5.01(d) 
Exhibit O 
Officer’s Certificate With Respect to ERISA Matters Pursuant to Section 5.01(g) 
Exhibit P 
Officer’s Certificate With Respect to ERISA Matters Pursuant to Section 5.01(h) 
This Pooling and Servicing Agreement, dated as of March 1, 2007 (this “Agreement”), is by and among WaMu Asset Acceptance Corp., as depositor (the “Company”), Washington Mutual Bank, as Servicer, LaSalle Bank National Association, as Trustee, and Christiana Bank & Trust Company, as Delaware Trustee. Capitalized terms used in this Agreement and not otherwise defined have the meanings ascribed to such terms in Article I hereof.
PRELIMINARY STATEMENT
The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the sale to the Trust of the Mortgage Loans and certain other assets, (ii) the issuance to the Company of the REMIC I Regular Interests and the Class R1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the issuance to the Company of the REMIC II Regular Interests and the Class R2 Residual Interest representing in the aggregate the entire beneficial interest in REMIC II, (iv) the conveyance to the Trust of the REMIC I and REMIC II Regular Interests, (v) the issuance to the Company of the REMIC III Regular Interests and the Class R3 Residual Interest representing in the aggregate the entire beneficial interest in REMIC III, (vi) the conveyance to the Trust of the REMIC III Regular Interests, (vii) the issuance to the Company of the REMIC IV Regular Interests (other than the Class FX Certificates) and the Class R4 Residual Interest representing in the aggregate the entire beneficial interest in REMIC IV, (viii) the conveyance to the Trust of the REMIC IV Regular Interests and (ix) the issuance to the Company of the Certificates (other than the Class FX Certificates). The Company and the Servicer are entering into this Agreement, and the Trustee and the Delaware Trustee are each accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.
The Certificates issued hereunder, other than the Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated March 22, 2007, and a Prospectus Supplement, dated March 26, 2007, of the Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated March 28, 2007. The Trust created hereunder is the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests, the REMIC IV Regular Interests and the Class R Residual Interests:
REMIC I Interests

Class Designation for each REMIC I Regular Interest and the Class R1 Residual Interest 

Type of Interest 

Certificate Interest 

Initial Class 

Final Maturity 


Class IY1 

Regular 

Variable (2) 

$162,652.80 

January 2049 


Class IY2 

Regular 

Variable (3) 

243,392.28 

January 2049 


Class IZ1 

Regular 

Variable (2) 

325,142,942.23 

January 2049 


Class IZ2 

Regular 

Variable (3) 

486,544,941.73 

January 2049 


Class R1† 

Residual 

6.364% 

100.00 

January 2049 












* The Distribution Date in the specified month, which is two years following the month in which the latest maturing Mortgage Loan in the related Loan Group matures. For federal income tax purposes, for each Class of REMIC I Regular and Residual Interests, the “latest possible maturity date” shall be the Final Maturity Date. 


† The Class R1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Groups 12 Excess Liquidation Proceeds. 


(1) Interest distributed to the REMIC I Regular Interests and the Class R1 Residual Interest on each Distribution Date will have accrued at the applicable per annum Certificate Interest Rate on the applicable Class Principal Balance outstanding immediately before such Distribution Date. 


(2) For each Distribution Date, the Certificate Interest Rate on the Class IY1 and Class IZ1 Regular Interests shall equal the Loan Group 1 Weighted Average PassThrough Rate for such Distribution Date. 


(3) For each Distribution Date, the Certificate Interest Rate on the Class IY2 and Class IZ2 Regular Interests shall equal the Loan Group 2 Weighted Average PassThrough Rate for such Distribution Date. 













As provided herein, with respect to REMIC I, the Servicer will cause an election to be made on behalf of REMIC I to be treated for federal income tax purposes as a REMIC. The REMIC I Regular Interests will be designated regular interests in REMIC I and the Class R1 Residual Interest will be designated the sole class of residual interest in REMIC I, for purposes of the REMIC Provisions.
REMIC II Interests

Class Designation for each REMIC II Regular Interest and the Class R2 Residual Interest 

Type of Interest 

Certificate Interest 

Initial Class 

Final Maturity 


Class IIY1 

Regular 

Variable (2) 

$140,802.66 

March 2049 


Class IIY2 

Regular 

Variable (3) 

465,296.21 

March 2049 


Class IIY3 

Regular 

Variable (4) 

173,830.11 

March 2049 


Class IIZ1 

Regular 

Variable (2) 

281,466,212.65 

March 2049 


Class IIZ2 

Regular 

Variable (3) 

930,132,700.97 

March 2049 


Class IIZ3 

Regular 

Variable (4) 

347,486,389.09 

March 2049 


Class FXM 

Regular 

Variable (5) 

 

March 2049 


Class R2† 

Residual 

 

 

March 2049 












* The Distribution Date in the specified month, which is two years following the month in which the latest maturing Mortgage Loan in the related Loan Group or Loan Groups, as applicable) matures. For federal income tax purposes, for each Class of REMIC II Regular and Residual Interests, the “latest possible maturity date” shall be the Final Maturity Date. 


† The Class R2 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Groups 35 Excess Liquidation Proceeds. 


(1) Interest distributed to the REMIC II Regular Interests and the Class R2 Residual Interest on each Distribution Date will have accrued at the applicable per annum Certificate Interest Rate on the applicable Class Principal Balance outstanding immediately before such Distribution Date or the applicable Class Notional Amount for such Distribution Date. 


(2) For each Distribution Date, the Certificate Interest Rate on the Class IIY1 and Class IIZ1 Regular Interests shall equal the Loan Group 3 Weighted Average PassThrough Rate for such Distribution Date. 


(3) For each Distribution Date, the Certificate Interest Rate on the Class IIY2 and Class IIZ2 Regular Interests shall equal the Loan Group 4 Net Weighted Average PassThrough Rate for such Distribution Date. 


(4) For each Distribution Date, the Certificate Interest Rate on the Class IIY2 and Class IIZ2 Regular Interests shall equal the Loan Group 5 Net Weighted Average PassThrough Rate for such Distribution Date. 


(5) For each Distribution Date,
the Certificate Interest Rate on the Class FXM Regular Interest shall equal the product of (i) a fraction, the numerator of which is the weighted average of (i) an amount on each Subgroup 4A Loan which is calculated as follows: (a) for each Subgroup 4A Loan that
was in its initial three month fixed rate period in the calendar month immediately preceding such Distribution Date, 0.00% and (b) for each Subgroup 4A Loan that was not in its initial three month fixed rate period in the calendar month immediately preceding such
Distribution Date, the excess, if any, of the initial Mortgage Loan Margin for such mortgage loan over 1.475% and (ii) an amount on each Subgroup 5A Loan which is calculated as follows: (a) for each Subgroup 5A Loan that was in its initial three month fixed rate
period in the calendar month immediately preceding such Distribution Date, 0.00% and (b) for each Subgroup 5A Loan that was not in its initial three month fixed rate period in the calendar month immediately preceding such Distribution Date, the excess, if any, of
the initial Mortgage Loan Margin for such mortgage loan over 2.125% and the denominator of which is 12. 













As provided herein, with respect to REMIC II, the Servicer will cause an election to be made on behalf of REMIC II to be treated for federal income tax purposes as a REMIC. The REMIC II Regular Interests will be designated regular interests in REMIC II and the Class R2 Residual Interest will be designated the sole class of residual interest in REMIC II, for purposes of the REMIC Provisions.
REMIC III Interests

Class Designation for each REMIC III Regular Interest and the Class R3 Residual Interest 

Type of Interest 

Certificate Interest 

Initial Class 

Final Maturity 


Class IIILTY1 

Regular 

Variable (2) 

$162,652.80 

January 2049 


Class IIILTY2 

Regular 

Variable (3) 

243,392.28 

January 2049 


Class IIILTY3 

Regular 

Variable (4) 

140,802.66 

March 2049 


Class IIILTY4 

Regular 

Variable (5) 

465,296.21 

March 2049 


Class IIILTY5 

Regular 

Variable (6) 

173,830.11 

March 2049 


Class IIILT1 

Regular 

Variable (7) 

811,440,749.07 

January 2049 


Class IIILT2 

Regular 

Variable (7) 

40,604.70 

January 2049 


Class IIILT3 

Regular 

(8) 

40,604.70 

January 2049 


Class IIILT4 

Regular 

Variable (9) 

40,604.70 

January 2049 


Class IIILT6 

Regular 

Variable (7) 

37,097.98 

January 2049 


Class IIILT7 

Regular 

(8) 

44,111.41 

January 2049 


Class IIILT8 

Regular 

Variable (9) 

44,111.41 

January 2049 


Class IIILT9 

Regular 

Variable (10) 

1,558,383,363.35 

March 2049 


Class IIILT10 

Regular 

Variable (10) 

77,993.26 

March 2049 


Class IIILT11 

Regular 

(8) 

77,993.26 

March 2049 


Class IIILT12 

Regular 

Variable (11) 

77,993.26 

March 2049 


Class IIILT14 

Regular 

Variable (10) 

77,993.26 

March 2049 


Class IIILT15 

Regular 

(8) 

77,993.26 

March 2049 


Class IIILT16 

Regular 

Variable (11) 

77,993.26 

March 2049 


Class IIILT18 

Regular 

Variable (10) 

77,993.26 

March 2049 


Class IIILT19 

Regular 

(8) 

77,993.26 

March 2049 


Class IIILT20 

Regular 

Variable (11) 

77,993.26 

March 2049 


Class FXL 

Regular 

Variable (12) 

 

March 2049 


Class R3 (13) 

Residual 

 

 

March 2049 












* The Distribution Date in the specified month, which is two years following the month in which the latest maturing Mortgage Loan in the related Loan Group or Loan Groups, as applicable) matures. For federal income tax purposes, for each Class of REMIC III Regular and Residual Interests, the “latest possible maturity date” shall be the Final Maturity Date. 


(1) Interest distributed to the REMIC III Regular Interests (other than the Class IIILT3 and Class IIILT7 Regular Interests, which shall not be entitled to receive any distributions of interest) on each Distribution Date will have accrued at the applicable per annum Certificate Interest Rate on the applicable Class Principal Balance outstanding immediately before such Distribution Date or the applicable Class Notional Amount for such Distribution Date. 


(2) For each Distribution Date, the Certificate Interest Rate on the Class IIILTY1 Regular Interest shall equal the Loan Group 1 Weighted Average PassThrough Rate for such Distribution Date. 


(3) For each Distribution Date, the Certificate Interest Rate on the Class IIILTY2 Regular Interest shall equal the Loan Group 2 Weighted Average PassThrough Rate for such Distribution Date. 


(4) For each Distribution Date, the Certificate Interest Rate on the Class IIILTY3 Regular Interest shall equal the Loan Group 3 Weighted Average PassThrough Rate for such Distribution Date. 


(5) For each Distribution Date, the Certificate Interest Rate on the Class IIILTY4 Regular Interest shall equal the Loan Group 4 Net Weighted Average PassThrough Rate for such Distribution Date. 


(6) For each Distribution Date, the Certificate Interest Rate on the Class IIILTY5 Regular Interest shall equal the Loan Group 5 Net Weighted Average PassThrough Rate for such Distribution Date. 


(7) For each Distribution Date, the Certificate Interest Rate on the Class IIILT1, Class IIILT2 and Class IIILT6 Regular Interests shall equal the weighted average of the Certificate Interest Rates for the Class IZ1 and Class IZ2 Regular Interests. (8) The Class IIILT3, Class IIILT7, Class IIILT11, Class IIILT15 and Class IIILT19 Regular Interests shall not be entitled to receive any distributions of interest. 


(9) For each Distribution Date, the Certificate Interest Rate on the Class IIILT4 and Class IIILT8 Regular Interests shall equal two (2) times the weighted average of the Certificate Interest Rates for the Class IZ1 and Class IZ2 Regular Interests. 


(10) For each Distribution Date, the Certificate Interest Rate on the Class IIILT9, Class IIILT10, Class III LT14 and Class IIILT18 Regular Interests shall equal the weighted average of the Certificate Interest Rates for the Class IIZ1, Class IIZ2 and Class IIZ3 Regular Interests. 


(11) For each Distribution Date, the Certificate Interest Rate on the Class IIILT12, Class III LT16 and Class IIILT20 Regular Interests shall equal two (2) times the weighted average of the Certificate Interest Rates for the Class IIZ1, Class IIZ2 and Class IIZ3 Regular Interests. 


(12) For each Distribution Date, the
Certificate Interest Rate on the Class FXL Regular Interest shall equal the product of (i) a fraction, the numerator of which is the weighted average of (i) an amount on each Subgroup 4A Loan which is calculated as follows: (a) for each Subgroup 4A Loan that was
in its initial three month fixed rate period in the calendar month immediately preceding such Distribution Date, 0.00% and (b) for each Subgroup 4A Loan that was not in its initial three month fixed rate period in the calendar month immediately preceding such
Distribution Date, the excess, if any, of the initial Mortgage Loan Margin for such mortgage loan over 1.475% and (ii) an amount on each Subgroup 5A Loan which is calculated as follows: (a) for each Subgroup 5A Loan that was in its initial three month fixed rate
period in the calendar month immediately preceding such Distribution Date, 0.00% and (b) for each Subgroup 5A Loan that was not in its initial three month fixed rate period in the calendar month immediately preceding such Distribution Date, the excess, if any, of
the initial Mortgage Loan Margin for such mortgage loan over 2.125% and the denominator of which is 12. 


(13) The Class R2 Residual Interest shall be entitled to receive the applicable Residual Distribution Amount. The Class R2 Residual Interest shall not be entitled to receive any distributions of interest or principal.














As provided herein, with respect to REMIC III, the Servicer will cause an election to be made on behalf of REMIC III to be treated for federal income tax purposes as a REMIC. The REMIC III Regular Interests will be designated regular interests in REMIC III and the Class R2 Residual Interest will be designated the sole class of residual interest in REMIC III, for purposes of the REMIC Provisions.
REMIC IV Interests

Class Designation for each Class of REMIC IV Regular Interests and the Class R4 Residual Interest 

Type of Interest 

Certificate Interest 

Initial Class 

Final Maturity 



Class 1AL 

Regular 

Variable (2)(38) 

$230,966,000.00 

January 2049 


Class 2AL 

Regular 

Variable (3)(38) 

345,618,000.00 

January 2049 


Class 3AL 

Regular 

Variable (4)(38) 

195,998,000.00 

March 2049 


Class 4A1L 

Regular 

Variable (5)(38) 

435,772,000.00 

March 2049 


Class 4A2L 

Regular 

Variable (6)(38) 

50,000,000.00 

March 2049 


Class 4ABL 

Regular 

Variable (7)(38) 

161,924,000.00 

March 2049 


Class 5AL 

Regular 

Variable (8)(38) 

241,970,000.00 

March 2049 


Class CA1BL 

Regular 

Variable (9)(38) 

72,074,000.00 (10) 

January 2049 


Class CA1CL 

Regular 

Variable (11)(38) 

72,074,000.00 (12) 

January 2049 


Class DA1BL 

Regular 

Variable (13)(38) 

135,709,000.00 (14) 

March 2049 


Class DA1CL 

Regular 

Variable (15)(38) 

135,709,000.00 (16) 

March 2049 


Class CX1L 

Regular 

 (17)(38) 

0.00 (18) 

January 2049 


Class CX2PPPL 

Regular 

 (19)(38) 

0.00 (18) 

January 2049 


Class EXPPPL 

Regular 

 (20)(38) 

0.00 (18) 

March 2049 


Class FX 

Regular 

Variable (21) 

 (22) 

March 2049 


Class 5XPPPL 

Regular 

 (23)(38) 

0.00 (18) 

March 2049 


Class LB1L 

Regular 

Variable (24)(38) 

16,243,000.00 

January 2049 


Class LB2L 

Regular 

Variable (25)(38) 

16,242,000.00 

January 2049 


Class LB3L 

Regular 

Variable (26)(38) 

6,090,000.00 

January 2049 


Class LB4L 

Regular 

Variable (27)(38) 

6,091,000.00 

January 2049 


Class LB5L 

Regular 

Variable (28)(38) 

6,091,000.00 

January 2049 


Class LB6L 

Regular 

Variable (29)(38) 

4,060,000.00 

January 2049 


Class LB7L 

Regular 

Variable (30)(38) 

4,061,000.00 

January 2049 


Class LB8L 

Regular 

Variable (31)(38) 

2,030,000.00 

January 2049 


Class LB9L 

Regular 

Variable (32)(38) 

4,060,000.00 

January 2049 


Class LB10L 

Regular 

Variable (32)(38) 

5,279,000.00 

January 2049 


Class LB11L 

Regular 

Variable (32)(38) 

4,060,000.00 

January 2049 


Class LB12L 

Regular 

Variable (32)(38) 

3,249,000.00 

January 2049 


Class LB13L 

Regular 

Variable (32)(38) 

6,497,000.00 

January 2049 


Class LB14L 

Regular 

Variable (32)(38) 

7,308,929.00 

January 2049 


Class MB1L 

Regular 

Variable (33)(38) 

35,097,000.00 

March 2049 


Class MB2L 

Regular 

Variable (34)(38) 

38,997,000.00 

March 2049 


Class MB3L 

Regular 

Variable (35)(38) 

11,699,000.00 

March 2049 


Class MB4L 

Regular 

Variable (36)(38) 

51,475,000.00 

March 2049 


Class MB5L 

Regular 

Variable (37)(38) 

19,499,000.00 

March 2049 


Class MB6L 

Regular 

Variable (37)(38) 

8,579,000.00 

March 2049 


Class MB7L 

Regular 

Variable (37)(38) 

8,579,000.00 

March 2049 


Class MB8L 

Regular 

Variable (37)(38) 

6,240,000.00 

March 2049 


Class MB9L 

Regular 

Variable (37)(38) 

6,239,000.00 

March 2049 


Class MB10L 

Regular 

Variable (37)(38) 

16,379,231.00 

March 2049 


Class R3 (39) 

Residual 

 

 

March 2049 

























* The Distribution Date in the specified month, which is two years following the month in which the latest maturing Mortgage Loan in the related Loan Group (or Loan Groups, as applicable) matures. For federal income tax purposes, for each Class of REMIC IV Regular and Residual Interests, the “latest possible maturity date” shall be the Final Maturity Date. 


(1) Interest distributed to the REMIC IV Regular Interests (other than the Class CX1L, Class CX2PPPL, Class EXPPPL and Class 5XPPPL Regular Interests) on each Distribution Date will have accrued at the applicable per annum Certificate Interest Rate on the applicable Class Principal Balance outstanding immediately before such Distribution Date or the applicable Class Notional Amount for such Distribution Date. Interest distributed to the Class CX1L, Class CX2PPPL, Class EXPPPL and Class 5XPPPL Regular Interests on each Distribution Date will have accrued in the applicable amount specified in notes (17), (19), (20) and (23) of this table. 


(2) The Certificate Interest Rate on the Class 1AL Regular Interest for each Distribution Date shall equal the lesser of (a) the Loan Group 1 Weighted Average PassThrough Rate for such Distribution Date and (b) the applicable Index plus 0.74%. 


(3) The Certificate Interest Rate on the Class 2AL Regular Interest for each Distribution Date shall equal the lesser of (a) the Loan Group 2 Weighted Average PassThrough Rate for such Distribution Date and (b) the applicable Index plus 0.75%. 


(4) The Certificate Interest Rate on the Class 3AL Regular Interest for each Distribution Date shall equal the lesser of (a) the Loan Group 3 Weighted Average PassThrough Rate for such Distribution Date and (b) the applicable Index plus 0.77%. 


(5) The Certificate Interest Rate on the Class 4A1L Regular Interest for each Distribution Date shall equal the lesser of (a) the Loan Group 4 Net Weighted Average PassThrough Rate for such Distribution Date and (b) the applicable Index plus 0.77%. 


(6) The Certificate Interest Rate on the Class 4A2L Regular Interest for each Distribution Date shall equal the lesser of (a) the Loan Group 4 Net Weighted Average PassThrough Rate for such Distribution Date and (b) the applicable Index plus 0.70%. 


(7) The Certificate Interest Rate on the Class 4ABL Regular Interest for each Distribution Date shall equal the lesser of (a) the Loan Group 4 Net Weighted Average PassThrough Rate for such Distribution Date and (b) the applicable Index plus 0.77%. 


(8) The Certificate Interest Rate on the Class 5AL Regular Interest for each Distribution Date shall equal the lesser of (a) the Loan Group 5 Net Weighted Average PassThrough Rate for such Distribution Date and (b) the applicable Index plus 1.25%. 


(9) The Certificate Interest Rate on the Class CA1B Group 1 Component for (i) each Distribution Date on or before the Groups 12 CleanUp Call Option Date shall equal the least of (a) the Adjusted Loan Group 1 Weighted Average PassThrough Rate for such Distribution Date, (b) LIBOR plus 0.22% and (c) the Maximum Loan Group 1 Rate for such Distribution Date; and (ii) each Distribution Date after the Groups 12 CleanUp Call Option Date, shall equal the least of (a) the Adjusted Loan Group 1 Weighted Average PassThrough Rate for such Distribution Date, (b) LIBOR plus 0.44% and (c) the Maximum Loan Group 1 Rate for such Distribution Date.
The Certificate Interest Rate on the Class CA1B Group 2 Component for (i) each Distribution Date on or before the Groups 12 CleanUp Call Option Date shall equal the least of (a) the Adjusted Loan Group 2 Weighted Average PassThrough Rate for such Distribution Date, (b) LIBOR plus 0.22% and (c) the Maximum Loan Group 2 Rate for such Distribution Date; and (ii) each Distribution Date after the Groups 12 CleanUp Call Option Date, shall equal the least of (a) the Adjusted Loan Group 2 Weighted Average PassThrough Rate for such Distribution Date, (b) LIBOR plus 0.22% and (c) the Maximum Loan Group 2 Rate for such Distribution Date.



(10) For purposes of calculating distributions of principal and interest and the allocation of Realized Losses, the Class CA1BL Regular Interest shall be deemed to be comprised of two Components, the Class CA1B Group 1 Component and the Class CA1B Group 2 Component. Interest shall accrue on each of the Class CA1B Group 1 Component Principal Balance and the Class CA1B Group 2 Component Principal Balance. The initial Class CA1B Group 1 Component Principal Balance and Class CA1B Group 2 Component Principal Balance shall equal $28,871,000.00 and $43,203,000.00, respectively.



(11) The Certificate Interest Rate on the Class CA1C Group 1 Component for (i) each Distribution Date on or before the Groups 12 CleanUp Call Option Date shall equal the least of (a) the Adjusted Loan Group 1 Weighted Average PassThrough Rate for such Distribution Date, (b) LIBOR plus 0.28% and (c) the Maximum Loan Group 1 Rate for such Distribution Date; and (ii) each Distribution Date after the Groups 12 CleanUp Call Option Date, shall equal the least of (a) the Adjusted Loan Group 1 Weighted Average PassThrough Rate for such Distribution Date, (b) LIBOR plus 0.56% and (c) the Maximum Loan Group 1 Rate for such Distribution Date.
The Certificate Interest Rate on the Class CA1C Group 2 Component for (i) each Distribution Date on or before the Groups 12 CleanUp Call Option Date shall equal the least of (a) the Adjusted Loan Group 2 Weighted Average PassThrough Rate for such Distribution Date, (b) LIBOR plus 0.28% and (c) the Maximum Loan Group 2 Rate for such Distribution Date; and (ii) each Distribution Date after the Groups 12 CleanUp Call Option Date, shall equal the least of (a) the Adjusted Loan Group 2 Weighted Average PassThrough Rate for such Distribution Date, (b) LIBOR plus 0.56% and (c) the Maximum Loan Group 2 Rate for such Distribution Date.



(12) For purposes of calculating distributions of principal and interest and the allocation of Realized Losses, the Class CA1CL Regular Interest shall be deemed to be comprised of two Components, the Class CA1C Group 1 Component and the Class CA1C Group 2 Component. Interest shall accrue on each of the Class CA1C Group 1 Component Principal Balance and the Class CA1C Group 2 Component Principal Balance. The initial Class CA1C Group 1 Component Principal Balance and Class CA1C Group 2 Component Principal Balance shall equal $28,871,000.00 and $43,203,000.00, respectively.






(13) The Certificate Interest Rate on the Class DA1B Group 3 Component for (i) each Distribution Date on or before the Groups 35 CleanUp Call Option Date shall equal the least of (a) the Adjusted Loan Group 3 Weighted Average PassThrough Rate for such Distribution Date, (b) LIBOR plus 0.23% and (c) the Maximum Loan Group 3 Rate for such Distribution Date; and (ii) each Distribution Date after the Groups 35 CleanUp Call Option Date, shall equal the least of (a) the Adjusted Loan Group 3 Weighted Average PassThrough Rate for such Distribution Date, (b) LIBOR plus 0.46% and (c) the Maximum Loan Group 3 Rate for such Distribution Date.
The Certificate Interest Rate on the Class DA1B Group 4 Component for (i) each Distribution Date on or before the Groups 35 CleanUp Call Option Date shall equal the least of (a) the Adjusted Loan Group 4 Net Weighted Average PassThrough Rate for such Distribution Date, (b) LIBOR plus 0.23% and (c) the Maximum Loan Group 4 Rate for such Distribution Date; and (ii) each Distribution Date after the Groups 35 CleanUp Call Option Date, shall equal the least of (a) the Adjusted Loan Group 4 Net Weighted Average PassThrough Rate for such Distribution Date, (b) LIBOR plus 0.46% and (c) the Maximum Loan Group 4 Rate for such Distribution Date.
The Certificate Interest Rate on the Class DA1B Group 5 Component for (i) each Distribution Date on or before the Groups 35 CleanUp Call Option Date shall equal the least of (a) the Adjusted Loan Group 5 Net Weighted Average PassThrough Rate for such Distribution Date, (b) LIBOR plus 0.23% and (c) the Maximum Loan Group 5 Rate for such Distribution Date; and (ii) each Distribution Date after the Groups 35 CleanUp Call Option Date, shall equal the least of (a) the Adjusted Loan Group 5 Net Weighted Average PassThrough Rate for such Distribution Date, (b) LIBOR plus 0.46% and (c) the Maximum Loan Group 5 Rate for such Distribution Date.



(14) For purposes of calculating distributions of principal and interest and the allocation of Realized Losses, the Class DA1BL Regular Interest shall be deemed to be comprised of three Components, the Class DA1B Group 3 Component, Class DA1B Group 4 Component and the Class DA1B Group 5 Component. Interest shall accrue on each of the Class DA1B Group 3 Component Principal Balance, the Class DA1B Group 4 Component Principal Balance and the Class DA1B Group 5 Component Principal Balance. The initial Class DA1B Group 3 Component Principal Balance, Class DA1B Group 4 Component Principal Balance and Class DA1B Group 5 Component Principal Balance shall equal $24,500,000.00, $80,862,000.00 and $30,247,000.00, respectively.



(15) The Certificate Interest Rate on the Class DA1C Group 3 Component for (i) each Distribution Date on or before the Groups 35 CleanUp Call Option Date shall equal the least of (a) the Adjusted Loan Group 3 Weighted Average PassThrough Rate for such Distribution Date, (b) LIBOR plus 0.32% and (c) the Maximum Loan Group 3 Rate for such Distribution Date; and (ii) each Distribution Date after the Groups 35 CleanUp Call Option Date, shall equal the least of (a) the Adjusted Loan Group 3 Weighted Average PassThrough Rate for such Distribution Date, (b) LIBOR plus 0.64% and (c) the Maximum Loan Group 3 Rate for such Distribution Date.
The Certificate Interest Rate on the Class DA1C Group 4 Component for (i) each Distribution Date on or before the Groups 35 CleanUp Call Option Date shall equal the least of (a) the Adjusted Loan Group 4 Net Weighted Average PassThrough Rate for such Distribution Date, (b) LIBOR plus 0.32% and (c) the Maximum Loan Group 4 Rate for such Distribution Date; and (ii) each Distribution Date after the Groups 35 CleanUp Call Option Date, shall equal the least of (a) the Adjusted Loan Group 4 Net Weighted Average PassThrough Rate for such Distribution Date, (b) LIBOR plus 0.64% and (c) the Maximum Loan Group 4 Rate for such Distribution Date.
The Certificate Interest Rate on the Class DA1C Group 5 Component for (i) each Distribution Date on or before the Groups 35 CleanUp Call Option Date shall equal the least of (a) the Adjusted Loan Group 5 Net Weighted Average PassThrough Rate for such Distribution Date, (b) LIBOR plus 0.32% and (c) the Maximum Loan Group 5 Rate for such Distribution Date; and (ii) each Distribution Date after the Groups 35 CleanUp Call Option Date, shall equal the least of (a) the Adjusted Loan Group 5 Net Weighted Average PassThrough Rate for such Distribution Date, (b) LIBOR plus 0.64% and (c) the Maximum Loan Group 5 Rate for such Distribution Date.



(16) For purposes of calculating distributions of principal and interest and the allocation of Realized Losses, the Class DA1CL Regular Interest shall be deemed to be comprised of three Components, the Class DA1C Group 3 Component, Class DA1C Group 4 Component and the Class DA1C Group 5 Component. Interest shall accrue on each of the Class DA1C Group 3 Component Principal Balance, the Class DA1C Group 4 Component Principal Balance and the Class DA1C Group 5 Component Principal Balance. The initial Class DA1C Group 3 Component Principal Balance, Class DA1C Group 4 Component Principal Balance and Class DA1C Group 5 Component Principal Balance shall equal $24,500,000.00, $80,862,000.00 and $30,247,000.00, respectively.



(17) For each Distribution Date, the Class CX1L Regular Interest shall accrue interest in an amount equal to the Class CX1 Accrued Interest for such Distribution Date.
For REMIC purposes, interest shall accrue on the Class CX1L Regular Interest in an amount equal to the sum of the amounts calculated pursuant to clauses (1) and (2) below:
1. one month’s interest at a rate equal to the Aggregate Groups 12 Weighted Average PassThrough Rate minus the related Marker Rate, applied to a notional amount equal to the aggregate Class Principal Balance of the Class IIILT1, Class IIILTY1, Class IIILTY2, Class IIILT2 and Class IIILT6 Regular Interests; and 2. one month’s interest at a rate equal to twice (two times) the Aggregate Groups 12 Weighted Average PassThrough Rate minus twice the related Marker Rate, applied to a notional amount equal to the aggregate Class Principal Balance of the Class IIILT4 and Class IIILT8 Regular Interests.



(18) For purposes of calculating distributions of principal and interest and the allocation of Realized Losses, (i) the Class CX1L Regular Interest shall be deemed to be comprised of two interestonly components (the Class CX1 Subgroup 1A IO Component and the Class CX1 Subgroup 2A IO Component) and two principalonly components (the Class CX1 Subgroup 1A PO Component and the Class CX1 Subgroup 2A PO Component), (ii) the Class CX2PPPL Regular Interest shall be deemed to be comprised of two interestonly components (the Class CX2PPP Subgroup 1B IO Component and the Class CX2PPP Subgroup 2B IO Component) and two principalonly components (the Class CX2PPP Subgroup 1B PO Component and the Class CX2PPP Subgroup 2B PO Component), (iii) the Class EXPPPL Regular Interest shall be deemed to be comprised of two interestonly components (the Class EXPPP Loan Group 3 IO Component and the EXPPP Loan Group 4 IO Component) and two principalonly components (the EXPPP Loan Group 3 PO Component and the EXPPP Loan Group 4 PO Component) and (iv) the Class 5XPPPL Regular Interest shall be deemed to be comprised of an interestonly component and a principalonly component. Interest, if any, shall be payable with respect to each interestonly component. The interestonly components shall not have a Class Principal Balance and principal shall not be payable with respect to the interestonly components. Each Class CX1 principalonly component shall have a Component Principal Balance, which shall initially equal zero and shall thereafter be increased by the portion, if any, of Net Negative Amortization Amounts allocated to such principalonly component pursuant to the definition of “Net Negative Amortization Amount.” Each Class CX2PPP principalonly component shall have a Class Principal Balance, which shall initially equal zero and shall thereafter be increased by the portion, if any, of Net Negative Amortization Amounts allocated to such principalonly component pursuant to the definition of “Net Negative Amortization Amount.” Each Class EXPPP principalonly component shall have a Class Principal Balance, which shall initially equal zero and shall thereafter be increased by the portion, if any, of Net Negative Amortization Amounts allocated to such principalonly component pursuant to the definition of “Net Negative Amortization Amount.” The Class 5XPPP principalonly component shall have a Class Principal Balance, which shall initially equal zero and shall thereafter be increased by the portion, if any, of Net Negative Amortization Amounts allocated to such principalonly component pursuant to the definition of “Net Negative Amortization Amount.” Interest shall not accrue on the principalonly components. Solely for purposes of determining the Percentage Interest of each Class CX1, Class CX2PPP, Class EXPPP and Class 5XPPP Certificate, each of the Class CX1L, Class CX2PPPL, Class EXPPPL and Class 5XPPPL Regular Interest shall have a Class Notional Amount. Distributions of principal and interest to the Class CX1L, Class CX2PPPL, Class EXPPPL and Class 5XPPPL Regular Interests shall not be calculated based on the Class Notional Amounts.



(19) For each Distribution Date, the Class CX2PPPL Regular Interest shall accrue interest in an amount equal to the Class CX2PPP Accrued Interest for such Distribution Date.
For REMIC purposes, interest shall accrue on the Class CX2PPPL Regular Interest in an amount equal to the sum of the amounts calculated pursuant to clauses (1) and (2) below:
1. one month’s interest at a rate equal to the Aggregate Groups 12 Weighted Average PassThrough Rate minus the related Marker Rate, applied to a notional amount equal to the aggregate Class Principal Balance of the Class IIILT1, Class IIILTY1, Class IIILTY2, Class IIILT2 and Class IIILT6 Regular Interests; and 2. one month’s interest at a rate equal to twice (two times) the Aggregate Groups 12 Weighted Average PassThrough Rate minus twice the related Marker Rate, applied to a notional amount equal to the aggregate Class Principal Balance of the Class IIILT4 and Class IIILT8 Regular Interests.



(20) For each Distribution Date, the Class EXPPPL Regular Interest shall accrue interest in an amount equal to the Class EXPPP Accrued Interest for such Distribution Date.
For REMIC purposes, interest shall accrue on the Class EXPPPL Regular Interest in an amount equal to the sum of the amounts calculated pursuant to clauses (1) and (2) below:
1. one month’s interest at a rate equal to the Aggregate Groups 35 Weighted Average PassThrough Rate minus the related Marker Rate, applied to a notional amount equal to the aggregate Class Principal Balance of the Class IIILT9, Class IIILTY3, Class IIILTY4, Class IIILTY5, Class IIILT10, Class IIILT14, Class LT18 and Class IIILT6 Regular Interests; and 2. one month’s interest at a rate equal to twice (two times) the Aggregate Groups 35 Weighted Average PassThrough Rate minus twice the related Marker Rate, applied to a notional amount equal to the aggregate Class Principal Balance of the Class IIILT12, Class IIILT16 and Class IIILT20 Regular Interests.



(21) For each Distribution Date, the Certificate Interest Rate on the Class FX Certificates shall equal the product of (i) a fraction, the numerator of which is the weighted average of (i) an amount on each Subgroup 4A Loan which is calculated as follows: (a) for each Subgroup 4A Loan that was in its initial three month fixed rate period in the calendar month immediately preceding such Distribution Date, 0.00% and (b) for each Subgroup 4A Loan that was not in its initial three month fixed rate period in the calendar month immediately preceding such Distribution Date, the excess, if any, of the initial Mortgage Loan Margin for such mortgage loan over 1.475% and (ii) an amount on each Subgroup 5A Loan which is calculated as follows: (a) for each Subgroup 5A Loan that was in its initial three month fixed rate period in the calendar month immediately preceding such Distribution Date, 0.00% and (b) for each Subgroup 5A Loan that was not in its initial three month fixed rate period in the calendar month immediately preceding such Distribution Date, the excess, if any, of the initial Mortgage Loan Margin for such mortgage loan over 2.125% and the denominator of which is 12. 


(22) The Class FX Certificates shall accrue interest on the Class FX Notional Amount. The Class FX Certificates shall not be entitled to receive any distributions of principal.



(23) For each Distribution Date, the Class 5XPPPL Regular Interest shall accrue interest in an amount equal to the Class 5XPPP Accrued Interest for such Distribution Date.
For REMIC purposes, interest shall accrue on the Class EXPPPL Regular Interest in an amount equal to the sum of the amounts calculated pursuant to clauses (1) and (2) below:
1. one month’s interest at a rate equal to the Aggregate Groups 35 Weighted Average PassThrough Rate minus the related Marker Rate, applied to a notional amount equal to the aggregate Class Principal Balance of the Class IIILT9, Class IIILTY3, Class IIILTY4, Class IIILTY5, Class IIILT10, Class IIILT14, Class LT18 and Class IIILT6 Regular Interests; and 2. one month’s interest at a rate equal to twice (two times) the Aggregate Groups 35 Weighted Average PassThrough Rate minus twice the related Marker Rate, applied to a notional amount equal to the aggregate Class Principal Balance of the Class IIILT12, Class IIILT16 and Class IIILT20 Regular Interests.



(24) The Certificate Interest Rate on the Class LB1L Regular Interest for (i) each Distribution Date on or before the Groups 12 CleanUp Call Option Date, shall equal the least of (a) the Group LB Weighted Average PassThrough Rate for such Distribution Date, (b) LIBOR plus 0.52% and (c) the Maximum Group LB Rate for such Distribution Date; and (ii) each Distribution Date after the Groups 12 CleanUp Call Option Date, shall equal the least of (a) the Group LB Weighted Average PassThrough Rate for such Distribution Date, (b) LIBOR plus 0.78% and (c) the Maximum Group LB Rate for such Distribution Date.



(25) The Certificate Interest Rate on the Class LB2L Regular Interest for (i) each Distribution Date on or before the Groups 12 CleanUp Call Option Date, shall equal the least of (a) the Group LB Weighted Average PassThrough Rate for such Distribution Date, (b) LIBOR plus 0.60% and (c) the Maximum Group LB Rate for such Distribution Date; and (ii) each Distribution Date after the Groups 12 CleanUp Call Option Date, shall equal the least of (a) the Group LB Weighted Average PassThrough Rate for such Distribution Date, (b) LIBOR plus 0.90% and (c) the Maximum Group LB Rate for such Distribution Date.



(26) The Certificate Interest Rate on the Class LB3L Regular Interest for (i) each Distribution Date on or before the Groups 12 CleanUp Call Option Date, shall equal the least of (a) the Group LB Weighted Average PassThrough Rate for such Distribution Date, (b) LIBOR plus 0.75% and (c) the Maximum Group LB Rate for such Distribution Date; and (ii) each Distribution Date after the Groups 12 CleanUp Call Option Date, shall equal the least of (a) the Group LB Weighted Average PassThrough Rate for such Distribution Date, (b) LIBOR plus 1.125% and (c) the Maximum Group LB Rate for such Distribution Date.



(27) The Certificate Interest Rate on the Class LB4L Regular Interest for (i) each Distribution Date on or before the Groups 12 CleanUp Call Option Date, shall equal the least of (a) the Group LB Weighted Average PassThrough Rate for such Distribution Date, (b) LIBOR plus 0.90% and (c) the Maximum Group LB Rate for such Distribution Date; and (ii) each Distribution Date after the Groups 12 CleanUp Call Option Date, shall equal the least of (a) the Group LB Weighted Average PassThrough Rate for such Distribution Date, (b) LIBOR plus 1.35% and (c) the Maximum Group LB Rate for such Distribution Date.



(28) The Certificate Interest Rate on the Class LB5L Regular Interest for (i) each Distribution Date on or before the Groups 12 CleanUp Call Option Date, shall equal the least of (a) the Group LB Weighted Average PassThrough Rate for such Distribution Date, (b) LIBOR plus 1.00% and (c) the Maximum Group LB Rate for such Distribution Date; and (ii) each Distribution Date after the Groups 12 CleanUp Call Option Date, shall equal the least of (a) the Group LB Weighted Average PassThrough Rate for such Distribution Date, (b) LIBOR plus 1.50% and (c) the Maximum Group LB Rate for such Distribution Date.



(29) The Certificate Interest Rate on the Class LB6L Regular Interest for (i) each Distribution Date on or before the Groups 12 CleanUp Call Option Date, shall equal the least of (a) the Group LB Weighted Average PassThrough Rate for such Distribution Date, (b) LIBOR plus 1.10% and (c) the Maximum Group LB Rate for such Distribution Date; and (ii) each Distribution Date after the Groups 12 CleanUp Call Option Date, shall equal the least of (a) the Group LB Weighted Average PassThrough Rate for such Distribution Date, (b) LIBOR plus 1.65% and (c) the Maximum Group LB Rate for such Distribution Date.



(30) The Certificate Interest Rate on the Class LB7L Regular Interest for (i) each Distribution Date on or before the Groups 12 CleanUp Call Option Date, shall equal the least of (a) the Group LB Weighted Average PassThrough Rate for such Distribution Date, (b) LIBOR plus 1.50% and (c) the Maximum Group LB Rate for such Distribution Date; and (ii) each Distribution Date after the Groups 12 CleanUp Call Option Date, shall equal the least of (a) the Group LB Weighted Average PassThrough Rate for such Distribution Date, (b) LIBOR plus 2.25% and (c) the Maximum Group LB Rate for such Distribution Date.



(31) The Certificate Interest Rate on the Class LB8L Regular Interest for (i) each Distribution Date on or before the Groups 12 CleanUp Call Option Date, shall equal the least of (a) the Group LB Weighted Average PassThrough Rate for such Distribution Date, (b) LIBOR plus 1.75% and (c) the Maximum Group LB Rate for such Distribution Date; and (ii) each Distribution Date after the Groups 12 CleanUp Call Option Date, shall equal the least of (a) the Group LB Weighted Average PassThrough Rate for such Distribution Date, (b) LIBOR plus 2.625% and (c) the Maximum Group LB Rate for such Distribution Date.



(32) The Certificate Interest Rate on the Class LB9L, Class LB10L, Class LB11L, Class LB12L, Class LB13L and Class LB14L Regular Interests for (i) each Distribution Date on or before the Groups 12 CleanUp Call Option Date, shall equal the least of (a) the Group LB Weighted Average PassThrough Rate for such Distribution Date, (b) LIBOR plus 1.75% and (c) the Maximum Group LB Rate for such Distribution Date; and (ii) each Distribution Date after the Groups 12 CleanUp Call Option Date, shall equal the least of (a) the Group LB Weighted Average PassThrough Rate for such Distribution Date, (b) LIBOR plus 2.625% and (c) the Maximum Group LB Rate for such Distribution Date.



(33) The Certificate Interest Rate on the Class MB1L Regular Interest for (i) each Distribution Date on or before the Groups 35 CleanUp Call Option Date, shall equal the least of (a) the Group MB Net Weighted Average PassThrough Rate for such Distribution Date, (b) LIBOR plus 0.50% and (c) the Maximum Group MB Rate for such Distribution Date; and (ii) each Distribution Date after the Groups 35 CleanUp Call Option Date, shall equal the least of (a) the Group MB Net Weighted Average PassThrough Rate for such Distribution Date, (b) LIBOR plus 0.75% and (c) the Maximum Group MB Rate for such Distribution Date.



(34) The Certificate Interest Rate on the Class MB2L Regular Interest for (i) each Distribution Date on or before the Groups 35 CleanUp Call Option Date, shall equal the least of (a) the Group MB Net Weighted Average PassThrough Rate for such Distribution Date, (b) LIBOR plus 0.55% and (c) the Maximum Group MB Rate for such Distribution Date; and (ii) each Distribution Date after the Groups 35 CleanUp Call Option Date, shall equal the least of (a) the Group MB Net Weighted Average PassThrough Rate for such Distribution Date, (b) LIBOR plus 0.825% and (c) the Maximum Group MB Rate for such Distribution Date.



(35) The Certificate Interest Rate on the Class MB3L Regular Interest for (i) each Distribution Date on or before the Groups 35 CleanUp Call Option Date, shall equal the least of (a) the Group MB Net Weighted Average PassThrough Rate for such Distribution Date, (b) LIBOR plus 0.90% and (c) the Maximum Group MB Rate for such Distribution Date; and (ii) each Distribution Date after the Groups 35 CleanUp Call Option Date, shall equal the least of (a) the Group MB Net Weighted Average PassThrough Rate for such Distribution Date, (b) LIBOR plus 1.35% and (c) the Maximum Group MB Rate for such Distribution Date.



(36) The Certificate Interest Rate on the Class MB4L Regular Interest for (i) each Distribution Date on or before the Groups 35 CleanUp Call Option Date, shall equal the least of (a) the Group MB Net Weighted Average PassThrough Rate for such Distribution Date, (b) LIBOR plus 1.25% and (c) the Maximum Group MB Rate for such Distribution Date; and (ii) each Distribution Date after the Groups 35 CleanUp Call Option Date, shall equal the least of (a) the Group MB Net Weighted Average PassThrough Rate for such Distribution Date, (b) LIBOR plus 1.875% and (c) the Maximum Group MB Rate for such Distribution Date.



(37) The Certificate Interest Rate on the Class MB5L, Class MB6L, Class MB7L, Class MB8L, Class MB9L and Class MB10L Regular Interest for (i) each Distribution Date on or before the Groups 35 CleanUp Call Option Date, shall equal the least of (a) the Group MB Net Weighted Average PassThrough Rate for such Distribution Date, (b) LIBOR plus 1.75% and (c) the Maximum Group MB Rate for such Distribution Date; and (ii) each Distribution Date after the Groups 35 CleanUp Call Option Date, shall equal the least of (a) the Group MB Net Weighted Average PassThrough Rate for such Distribution Date, (b) LIBOR plus 2.625% and (c) the Maximum Group MB Rate for such Distribution Date.



(38) For any Distribution Date, interest distributable to the Class 1A, Class 2A, Class CA1B, Class CA1C, Class CX1, Class CX2PPP and Group LB Certificates may not equal interest accrued at the Certificate Interest Rates for the Corresponding Classes of REMIC IV Regular Interests (or Components thereof, as applicable). Interest may be distributable for the initial Distribution Date to some Classes of Class 1A, Class 2A, Class CA1B, Class CA1C and Group LB Certificates, and interest may be distributable for any Distribution Date after the initial Distribution Date to some Classes of Class CA1B, Class CA1C and Group LB Certificates, in an amount greater than interest accrued at the Certificate Interest Rate for the Corresponding Class of REMIC IV Regular Interests (or Components thereof, as applicable); and interest may be distributable to the Class CX1 and Class CX2PPP Certificates in an amount less than interest accrued at the Certificate Interest Rate for the Corresponding Class of REMIC IV Regular Interests; in each case pursuant to the second paragraph of Section 4.05(a).
For any Distribution Date, interest distributable to the Class 3A, Class 4A, Class 4A1, Class 4A2, Class 4AB, Class 5A, Class DA1B, Class DA1C, Class EXPPP, Class 5XPPP and Group MB Certificates may not equal interest accrued at the Certificate Interest Rates for the Corresponding Classes of REMIC IV Regular Interests (or Components thereof, as applicable). Interest may be distributable for the initial Distribution Date to some Classes of Class 3A, Class 4A, Class 4A1, Class 4A2, Class 4AB, Class 5A, Class DA1B, Class DA1C and Group MB Certificates, and interest may be distributable for any Distribution Date after the initial Distribution Date to some Classes of Class DA1B, Class DA1C and Group MB Certificates, in an amount greater than interest accrued at the Certificate Interest Rate for the Corresponding Class of REMIC IV Regular Interests (or Components thereof, as applicable); and interest may be distributable to the Class EXPPP and Class 5XPPP Certificates in an amount less than interest accrued at the Certificate Interest Rate for the Corresponding Class of REMIC IV Regular Interests; in each case pursuant to the fifth paragraph of Section 4.05(a).



(39) The Class R4 Residual Interest shall be entitled to receive the applicable Residual Distribution Amount. The Class R4 Residual Interest shall not be entitled to receive any distributions of interest or principal. 





















As provided herein, with respect to REMIC IV, the Servicer will cause an election to be made on behalf of REMIC IV to be treated for federal income tax purposes as a REMIC. The REMIC IV Regular Interests will be designated regular interests in REMIC IV and the Class R4 Residual Interest will be designated the sole class of residual interest in REMIC IV, for purposes of the REMIC Provisions.
In addition, the Trust will issue the Class R Certificates, which will represent ownership of the Class R1, Class R2, Class R3 and Class R4 Residual Interests.
In addition, the Trust will issue (i) the Class 1A, Class 2A, Class CA1B, Class CA1C and Group LB Certificates, each of which Class will represent ownership of (x) the Corresponding Class of REMIC IV Regular Interests and (y) the applicable rights specified in the second paragraph of Section 4.05(a), (ii) the Class CX1 Certificates, which Class will represent ownership of (x) the Corresponding Class of REMIC IV Regular Interests and (y) the obligations specified in the second paragraph of Section 4.05(a), and (iii) the CX2PPP Certificates, which Class will represent ownership of (x) the Corresponding Class of REMIC IV Regular Interests, (y) the obligations specified in the second paragraph of Section 4.05(a) and (z) the rights specified in the fourth paragraph of Section 4.05(a).
In addition, the Trust will issue (i) the Class 3A, Class 4A, Class 4A1, Class 4A2, Class 4AB, Class 5A, Class DA1B, Class DA1C and Group MB Certificates, each of which Class will represent ownership of (x) the Corresponding Class of REMIC IV Regular Interests and (y) the applicable rights specified in the fifth paragraph of Section 4.05(a), (ii) the Class EXPPP Certificates, which Class will represent ownership of (x) the Corresponding Class of REMIC IV Regular Interests and (y) the obligations specified in the fifth paragraph of Section 4.05(a), and (iii) the 5XPPP Certificates, which Class will represent ownership of (x) the Corresponding Class of REMIC IV Regular Interests, (y) the obligations specified in the fifth paragraph of Section 4.05(a) and (z) the rights specified in the seventh paragraph of Section 4.05(a).
As of the CutOff Date, the Mortgage Loans have an aggregate Principal Balance of $2,371,959,260.73 and, as of the Closing Date, the Certificates have an Aggregate Certificate Principal Balance of $2,371,959,260.00.
W I T N E S S E T H :
WHEREAS, the Company is a corporation duly organized and existing under and by virtue of the laws of the State of Delaware and has full corporate power and authority to enter into this Agreement and to undertake the obligations undertaken by it herein;
WHEREAS, the Servicer is a federal savings association and has full power and authority to enter into this Agreement and to undertake the obligations undertaken by it herein;
WHEREAS, the Trustee is a national banking association duly organized and existing under the laws of the United States of America and has full power and authority to enter into this Agreement;
WHEREAS, the Delaware Trustee is a banking corporation duly organized and existing under the laws of the State of Delaware and has full power and authority to enter into this Agreement;
WHEREAS, prior to the execution and delivery hereof, the Company and the Delaware Trustee have entered into the Original Trust Agreement, and the Delaware Trustee has filed the Certificate of Trust;
WHEREAS, it is the intention of the Company, the Servicer, the Trustee and the Delaware Trustee that the Trust created by this Agreement constitute a statutory trust under the Statutory Trust Statute, that this Agreement constitute the governing instrument of the Trust, and that this Agreement amend and restate the Original Trust Agreement;
WHEREAS, the Company is the owner of the Mortgage Loans identified in the Mortgage Loan Schedule hereto having unpaid Principal Balances on the CutOff Date as stated therein; and
WHEREAS, the Company has been duly authorized to create the Trust to (i) hold the Mortgage Loans and certain other property, (ii) issue the REMIC I Regular Interests and the Class R1 Residual Interest, (iii) hold the REMIC I Regular Interests, (iv) issue the REMIC II Regular Interests and the Class R2 Residual Interest, (iv) hold the REMIC II Regular Interests, (v) issue the REMIC III Regular Interests and the Class R3 Residual Interest, (vi) hold the REMIC III Regular Interests, (vii) issue the REMIC IV Regular Interests and the Class R4 Residual Interest, (viii) hold the REMIC IV Regular Interests (other than the Class FX Certificates) and (ix) issue the Certificates (other than the Class FX Certificates).
NOW, THEREFORE, in order to declare the terms and conditions upon which the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests, the REMIC IV Regular Interests, the Class R Residual Interests and the Certificates are to be issued, and in consideration of the premises and of the purchase and acceptance of the Certificates by the Holders thereof, the Company covenants and agrees with the Servicer, the Trustee and the Delaware Trustee, for the equal and proportionate benefit of the respective Holders from time to time of the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests, the REMIC IV Regular Interests and the Certificates, as applicable, as follows:
Section 1.01. Definitions.
Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:
Adjusted Cap Rate: For any Distribution Date and the Class 1AL Regular Interest, a fraction, expressed as a per annum rate, the numerator of which is equal to the product of (i) the amount of interest accrued on the Group 1 Loans at the Loan Group 1 Weighted Average PassThrough Rate for that Distribution Date less the Net Negative Amortization Amount for Loan Group 1 and (ii) 12, and the denominator of which is equal to the Loan Group 1 Balance for such Distribution Date.
For any Distribution Date and the Class 2AL Regular Interest, a fraction, expressed as a per annum rate, the numerator of which is equal to the product of (i) the amount of interest accrued on the Group 2 Loans at the Loan Group 2 Weighted Average PassThrough Rate for that Distribution Date less the Net Negative Amortization Amount for Loan Group 2 and (ii) 12, and the denominator of which is equal to the Loan Group 2 Balance for such Distribution Date.
For any Distribution Date and the Class 3AL Regular Interest, a fraction, expressed as a per annum rate, the numerator of which is equal to the product of (i) the amount of interest accrued on the Group 3 Loans at the Loan Group 3 Weighted Average PassThrough Rate for that Distribution Date less the Net Negative Amortization Amount for Loan Group 3 and (ii) 12, and the denominator of which is equal to the Loan Group 3 Balance for such Distribution Date.
For any Distribution Date and the Class 4A1L, Class 4A2L and Class 4ABL Regular Interests, a fraction, expressed as a per annum rate, the numerator of which is equal to the product of (i) the amount of interest accrued on the Group 4 Loans at the Loan Group 4 Net Weighted Average PassThrough Rate for that Distribution Date less the Net Negative Amortization Amount for Loan Group 4 and (ii) 12, and the denominator of which is equal to the Loan Group 4 Balance for such Distribution Date.
For any Distribution Date and the Class 5AL Regular Interest, a fraction, expressed as a per annum rate, the numerator of which is equal to the product of (i) the amount of interest accrued on the Group 5 Loans at the Loan Group 5 Weighted Average PassThrough Rate for that Distribution Date less the Net Negative Amortization Amount for Loan Group 5 and (ii) 12, and the denominator of which is equal to the Loan Group 5 Balance for such Distribution Date.
For any Distribution Date and each of the Class CA1B Group 1 Component and the Class CA1C Group 1 Component, a fraction, expressed as a per annum rate, the numerator of which is equal to the product of (i) the amount of interest accrued on the Group 1 Loans at the Loan Group 1 Weighted Average PassThrough Rate for that Distribution Date less the Net Negative Amortization Amount for Loan Group 1 and (ii) 12, and the denominator of which is equal to the Loan Group 1 Balance for such Distribution Date, such fraction multiplied by a ratio, the numerator of which is 30 and the denominator of which is the actual number of days in the related NoDelay Accrual Period.
For any Distribution Date and each of the Class CA1B Group 2 Component and the Class CA1C Group 2 Component, a fraction, expressed as a per annum rate, the numerator of which is equal to the product of (i) the amount of interest accrued on the Group 2 Loans at the Loan Group 2 Weighted Average PassThrough Rate for that Distribution Date less the Net Negative Amortization Amount for Loan Group 2 and (ii) 12, and the denominator of which is equal to the Loan Group 2 Balance for such Distribution Date, such fraction multiplied by a ratio, the numerator of which is 30 and the denominator of which is the actual number of days in the related NoDelay Accrual Period.
For any Distribution Date and each of the Class DA1B Group 3 Component and the Class DA1C Group 3 Component, a fraction, expressed as a per annum rate, the numerator of which is equal to the product of (i) the amount of interest accrued on the Group 3 Loans at the Loan Group 3 Weighted Average PassThrough Rate for that Distribution Date less the Net Negative Amortization Amount for Loan Group 3 and (ii) 12, and the denominator of which is equal to the Loan Group 3 Balance for such Distribution Date, such fraction multiplied by a ratio, the numerator of which is 30 and the denominator of which is the actual number of days in the related NoDelay Accrual Period.
For any Distribution Date and each of the Class DA1B Group 4 Component and the Class DA1C Group 4 Component, a fraction, expressed as a per annum rate, the numerator of which is equal to the product of (i) the amount of interest accrued on the Group 4 Loans at the Loan Group 4 Weighted Average PassThrough Rate for that Distribution Date less the Net Negative Amortization Amount for Loan Group 4 and (ii) 12, and the denominator of which is equal to the Loan Group 4 Balance for such Distribution Date, such fraction multiplied by a ratio, the numerator of which is 30 and the denominator of which is the actual number of days in the related NoDelay Accrual Period.
For any Distribution Date and each of the Class DA1B Group 5 Component and the Class DA1C Group 5 Component, a fraction, expressed as a per annum rate, the numerator of which is equal to the product of (i) the amount of interest accrued on the Group 5 Loans at the Loan Group 5 Weighted Average PassThrough Rate for that Distribution Date less the Net Negative Amortization Amount for Loan Group 5 and (ii) 12, and the denominator of which is equal to the Loan Group 5 Balance for such Distribution Date, such fraction multiplied by a ratio, the numerator of which is 30 and the denominator of which is the actual number of days in the related NoDelay Accrual Period.
For any Distribution Date and any Class of Group LBL Regular Interests, the Group LB Weighted Average PassThrough Rate, computed for this purpose by (i) reducing the Loan Group 1 Weighted Average PassThrough Rate by a per annum rate equal to a fraction, the numerator of which is the Net Negative Amortization Amount for Loan Group 1 multiplied by 12, and the denominator of which is the Loan Group 1 Balance for such Distribution Date, and (ii) reducing the Loan Group 2 Weighted Average PassThrough Rate by a per annum rate equal to a fraction, the numerator of which is the Net Negative Amortization Amount for Loan Group 2 multiplied by 12, and the denominator of which is equal to the Loan Group 2 Balance for such Distribution Date.
For any Distribution Date and any Class of Group MBL Regular Interests, the Group MB Net Weighted Average PassThrough Rate, computed for this purpose by (i) reducing the Loan Group 3 Weighted Average PassThrough Rate by a per annum rate equal to a fraction, the numerator of which is the Net Negative Amortization Amount for Loan Group 3 multiplied by 12, and the denominator of which is the Loan Group 3 Balance for such Distribution Date, (ii) reducing the Loan Group 4 Net Weighted Average PassThrough Rate by a per annum rate equal to a fraction, the numerator of which is the Net Negative Amortization Amount for Loan Group 4 multiplied by 12, and the denominator of which is equal to the Loan Group 4 Balance for such Distribution Date and (iii) reducing the Loan Group 5 Net Weighted Average PassThrough Rate by a per annum rate equal to a fraction, the numerator of which is the Net Negative Amortization Amount for Loan Group 5 multiplied by 12, and the denominator of which is equal to the Loan Group 5 Balance for such Distribution Date.
Adjusted Loan Group 1 Weighted Average PassThrough Rate: For any Distribution Date, the product of (i) the Loan Group 1 Weighted Average PassThrough Rate for such Distribution Date and (ii) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the related NoDelay Accrual Period.
Adjusted Loan Group 2 Weighted Average PassThrough Rate: For any Distribution Date, the product of (i) the Loan Group 2 Weighted Average PassThrough Rate for such Distribution Date and (ii) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the related NoDelay Accrual Period.
Adjusted Loan Group 3 Weighted Average PassThrough Rate: For any Distribution Date, the product of (i) the Loan Group 3 Weighted Average PassThrough Rate for such Distribution Date and (ii) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the related NoDelay Accrual Period.
Adjusted Loan Group 4 Net Weighted Average PassThrough Rate: For any Distribution Date, the product of (i) the Loan Group 4 Net Weighted Average PassThrough Rate for such Distribution Date and (ii) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the related NoDelay Accrual Period.
Adjusted Loan Group 5 Net Weighted Average PassThrough Rate: For any Distribution Date, the product of (i) the Loan Group 5 Net Weighted Average PassThrough Rate for such Distribution Date and (ii) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the related NoDelay Accrual Period.
Aggregate Certificate Principal Balance: At any given time, the sum of the then current Class Principal Balances of the Certificates.
Aggregate Class CX Weighted Average Certificate Interest Rate: For any Distribution Date, the weighted average (weighted according to Class Principal Balance or Component Principal Balance, as applicable) of the Certificate Interest Rates on the Class 1A, Class 2A, Class CA1B, Class CA1C, Class CX1, Class CX2PPP and Group LB Certificates (or Components thereof, as applicable) (each of which Certificate Interest Rates, in the case of the Class CA1B, Class CA1C and Group LB Certificates, shall be multiplied by a fraction, the numerator of which is the actual number of days in the related NoDelay Accrual Period and the denominator of which is 30).
Aggregate Groups 12 Weighted Average PassThrough Rate: For any Distribution Date, the weighted average of the PassThrough Rates on the Group 1 and Group 2 Mortgage Loans as of the second preceding Due Date (after giving effect to (i) payments due on the Mortgage Loans on such Due Date and (ii) except for the first Distribution Date, any Payoffs on WMB Loans received on or before the 14th day of the calendar month of such Due Date).
Aggregate Groups 35 Weighted Average Certificate Interest Rate: For any Distribution Date, the weighted average (weighted according to Class Principal Balance or Component Principal Balance, as applicable) of the Certificate Interest Rates on the Class 3A, Class 4A1, Class 4A2, Class 4AB, Class 5A, Class DA1B, Class DA1C, Class EXPPP, Class FX, Class 5XPPP and Group MB Certificates (or Components thereof, as applicable) (each of which Certificate Interest Rates, in the case of the Class DA1B, Class DA1C and Group MB Certificates, shall be multiplied by a fraction, the numerator of which is the actual number of days in the related NoDelay Accrual Period and the denominator of which is 30).
Aggregate Groups 35 Weighted Average PassThrough Rate: For any Distribution Date, the weighted average of the PassThrough Rates on the Group 3, Group 4 and Group 5 Mortgage Loans as of the second preceding Due Date (after giving effect to (i) payments due on the Mortgage Loans on such Due Date and (ii) except for the first Distribution Date, any Payoffs on WMB Loans received on or before the 14th day of the calendar month of such Due Date).
Aggregate Maximum Class CX Interest Amount: For any Distribution Date, the excess, if any, of
(x) the product of (i) a fraction, the numerator of which is the weighted average of the Loan Group 1 Weighted Average PassThrough Rate for such Distribution Date and the Loan Group 2 Weighted Average PassThrough Rate for such Distribution Date and the denominator of which is 12, and (ii) the sum of the Loan Group 1 Balance and the Loan Group 2 Balance for such Distribution Date over
(y) the product of (i) a fraction, the numerator of which is the Aggregate Class CX Weighted Average Certificate Interest Rate for such Distribution Date and the denominator of which is 12, and (ii) the sum of the Loan Group 1 Balance and the Loan Group 2 Balance for such Distribution Date reduced by the aggregate Class Principal Balance of the Class CX1 and Class CX2PPP Certificates immediately before such Distribution Date.
If for any Distribution Date the sum of the Class CX1 Accrued Interest and the Class CX2PPP Accrued Interest exceeds the Aggregate Maximum Class CX Interest Amount for such Distribution Date, then the amount of interest associated with each Class X IO Component (as provided for in clause (1) or (2) of the definition of “Class CX1 Accrued Interest” or “Class CX2PPP Accrued Interest,” as applicable), if such amount is positive, shall equal its pro rata portion of the Loan Group 1 Maximum Class CX Interest Amount (in the case of the Class CX1 Subgroup 1A IO and Class CX2PPP Subgroup 1B IO Components) or the Loan Group 2 Maximum Class CX Interest Amount (in the case of the Class CX1 Subgroup 2A IO and Class CX2PPP Subgroup 2B IO Components) (allocated pro rata according to the amount of interest calculated for such Component pursuant to such clause (1) or (2) without regard to this paragraph).
Aggregate Maximum Class EXPPP and Class 5XPPP Interest Amount: For any Distribution Date, the excess, if any, of
(x) the product of (i) a fraction, the numerator of which is the weighted average of the Loan Group 3 Weighted Average PassThrough Rate for such Distribution Date, the Loan Group 4 Net Weighted Average PassThrough Rate for such Distribution Date and the Loan Group 5 Net Weighted Average PassThrough Rate for such Distribution Date and the denominator of which is 12, and (ii) the sum of the Loan Group 3 Balance, the Loan Group 4 Balance and the Loan Group 5 Balance over
(y) the product of (i) a fraction, the numerator of which is the Aggregate Groups 35 Weighted Average Certificate Interest Rate for such Distribution Date and the denominator of which is 12, and (ii) the sum of the Loan Group 3 Balance for such Distribution Date, the Loan Group 4 Balance for such Distribution Date and the Loan Group 5 Balance for such Distribution Date reduced by the aggregate Class Principal Balance of the Class EXPPP and Class 5XPPP Certificates immediately before such Distribution Date.
If for any Distribution Date the sum of the Class EXPPP Accrued Interest and the Class 5XPPP Accrued Interest exceeds the Aggregate Maximum Class EXPPP and Class 5XPPP Interest Amount for such Distribution Date, then the amount of interest associated with each Class X IO Component (as provided for in clause (1) or (2) of the definition of “Class EXPPP Accrued Interest” or in the definition of “Class 5XPPP Accrued Interest”), if such amount is positive, shall equal its pro rata portion of the Aggregate Maximum Class EXPPP and Class 5XPPP Interest Amount (allocated pro rata according to the amount of interest calculated for such Component without regard to this paragraph).
Agreement: The meaning specified in the introductory paragraph hereof.
Appraised Value: With respect to any (i) Mortgage Loan that is not a Streamlined Mortgage Loan or ROV Mortgage Loan, the lesser of (a) the value set forth on the appraisal made in connection with the origination of such Mortgage Loan as the value of the related Mortgaged Property and (b) the purchase price paid for the Mortgaged Property, provided, however, that if such Mortgage Loan was originated in connection with the refinance of a mortgage loan, the Appraised Value shall be the value set forth on the appraisal made in connection with the origination of such Mortgage Loan as the value of the related Mortgaged Property; (ii) ROV Mortgage Loan, the lesser of (a) the value set forth on the residential appraisal review made in connection with the origination of such Mortgage Loan as the value of the related Mortgaged Property and (b) the purchase price paid for the Mortgaged Property, provided, however, that if such ROV Mortgage Loan was originated in connection with the refinance of a mortgage loan, the Appraised Value shall be the value set forth on the residential appraisal review made in connection with the origination of such ROV Mortgage Loan as the value of the related Mortgaged Property; and (iii) Streamlined Mortgage Loan, the value set forth in the appraisal made in connection with the origination of the mortgage loan being refinanced.
Assigned Prepayment Premiums: For any Distribution Date and any Loan Group, the sum of (a) all Prepayment Premiums collected on the Mortgage Loans in that Loan Group that are WMB Loans during the Payoff Period, (b) all payments made by the Servicer during the Payoff Period in respect of Prepayment Premiums on such Mortgage Loans pursuant to Section 3.20 and (c) all payments received by the Servicer from a Seller during the Payoff Period in respect of Prepayment Premiums on such Mortgage Loans pursuant to Section 3.4 of the Mortgage Loan Purchase Agreement.
Assignment of Proprietary Lease: With respect to a Cooperative Loan, the assignment or mortgage of the related Cooperative Lease from the Mortgagor to the originator of the Cooperative Loan.
Authenticating Agent: Any authenticating agent appointed by the Trustee pursuant to Section 8.11.
Authorized Denomination: With respect to each Class of Certificates (other than the Class X and Class R Certificates), an initial Certificate Principal Balance equal to $25,000 and multiples of $1 in excess thereof, except that one Certificate of each Class of the Junior Subordinate Certificates may be issued in an amount that is not an integral multiple of $1. With respect to the Class X Certificates, a Class Notional Amount as of the CutOff Date equal to $100,000 and multiples of $1 in excess thereof. With respect to the Class R Certificates, one Certificate with a Percentage Interest equal to 0.01% and one Certificate with a Percentage Interest equal to 99.99%.
Balloon Loan: Any Mortgage Loan which, by its terms, does not fully amortize the principal balance thereof by its stated maturity and thus requires a payment at the stated maturity larger than the monthly payments due thereunder.
Bankruptcy Loss: For any Distribution Date and any Mortgage Loan, (i) the amount of any permanent forgiveness of principal with respect to such Mortgage Loan by a court of competent jurisdiction in a case under the United States Bankruptcy Code as of the related Due Date, other than any such forgiveness of principal that arises out of clause (ii) of this definition of “Bankruptcy Loss,” or (ii) the amount, if any, by which the then outstanding principal balance of such Mortgage Loan exceeds any valuation, as of the related Due Date, by a court of competent jurisdiction in a case under the United States Bankruptcy Code, of the related Mortgaged Property, in each case, to the extent not previously allocated to the Certificates as a Realized Loss.
Beneficial Holder: A Person holding a beneficial interest in any BookEntry Certificate as or through a DTC Participant or an Indirect DTC Participant or a Person holding a beneficial interest in any Definitive Certificate.
Benefit Plan Opinion: With respect to any Certificate presented for registration in the name of any Person, an Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee and the Company to the effect that the purchase or holding of such Certificate is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, and will not subject the Trust, the Trustee, the Delaware Trustee, the Servicer or the Company to any obligation or liability (including obligations or liabilities under Section 406 of ERISA or Section 4975 of the Code) in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trust, the Trustee, the Delaware Trustee, the Servicer or the Company.
BookEntry Certificates: The Class A, Class X and Subordinate Certificates, beneficial ownership and transfers of which shall be made through book entries as described in Section 5.07.
Business Day: Any day other than a Saturday, a Sunday, or a day on which banking institutions in Stockton, California, Chicago, Illinois, New York, New York, Seattle, Washington or any city in which the Corporate Trust Office is located are authorized or obligated by law or executive order to be closed.
Buydown Agreement: An agreement between a Person and a Mortgagor pursuant to which such Person has provided a Buydown Fund.
Buydown Fund: A fund provided by the originator of a Mortgage Loan or another Person with respect to a Buydown Loan which provides an amount sufficient to subsidize regularly scheduled principal and interest payments due on such Buydown Loan for a period. Buydown Funds may be (i) funded at the par values of future payment subsidies, or (ii) funded in an amount less than the par values of future payment subsidies, and determined by discounting such par values in accordance with interest accruing on such amounts, in which event they will be deposited in an account bearing interest. Buydown Funds may be held in a separate Buydown Fund Account or may be held in a Custodial Account for P&I and monitored by the Servicer.
Buydown Fund Account: A separate account created and maintained pursuant to Section 3.02 (a) with the corporate trust department of the Trustee or another financial institution selected by the Servicer, (b) within FDIC insured accounts created, maintained and monitored by the Servicer or (c) in a separate account in an Eligible Institution. Such account may be noninterest bearing or may bear interest. In the event that a Buydown Fund Account is established pursuant to clause (b) of the preceding sentence, amounts held in such Buydown Fund Account shall not exceed the level of deposit insurance coverage on such account; accordingly, more than one Buydown Fund Account may be established.
Buydown Loan: A Mortgage Loan for which the Mortgage Interest Rate has been subsidized through a Buydown Fund provided at the time of origination of such Mortgage Loan.
CarryForward Subsequent Recoveries Amount: For any Distribution Date and any of Loan Group 1 or Loan Group 2, the excess, if any, of (i) the Subsequent Recoveries for such Distribution Date for such Loan Group over (ii) the amount by which the Class Principal Balance of the Class of Group LB Certificates with the lowest priority is increased in respect of Subsequent Recoveries for such Loan Group on such Distribution Date pursuant to the definition of “Class Principal Balance” herein.
For any Distribution Date and any of Loan Group 3, Loan Group 4 or Loan Group 5, the excess, if any, of (i) the Subsequent Recoveries for such Distribution Date for such Loan Group over (ii) the amount by which the Class Principal Balance of the Class of Group MB Certificates with the lowest priority is increased in respect of Subsequent Recoveries for such Loan Group on such Distribution Date pursuant to the definition of “Class Principal Balance” herein.
Carryover Shortfall Amount: For the first Distribution Date and for any Class of Class 1A, Class 2A Class 3A, Class 4A1, Class 4A2, Class 4AB and Class 5A Certificates, the excess, if any, of (a) the amount of interest that would have accrued on the Class Principal Balance of such Class’ Corresponding Class immediately before such Distribution Date, during the Prior Period, at a Certificate Interest Rate equal to the applicable Index plus the applicable Certificate Margin for such Class for such Distribution Date over (b) the amount of interest that accrued on such Class Principal Balance, during the Prior Period, at the actual Certificate Interest Rate for such Class for such Distribution Date.
For any Distribution Date and for the Class CA1B Certificates, the sum of the carryover shortfall amounts for each Class CA1B Component, each calculated as the sum of: (i) the excess, if any, of (a) the amount of interest that would have accrued on the Component Principal Balance of such Class CA1B Component immediately before such Distribution Date, during the NoDelay Accrual Period, at a Certificate Interest Rate equal to the lesser of (1) LIBOR plus the applicable Certificate Margin for such Class CA1B Component for such Distribution Date and (2) the applicable Maximum Loan Group Rate for such Class CA1B Component for such Distribution Date over (b) the amount of interest that accrued on such Component Principal Balance, during the NoDelay Accrual Period, at the actual Certificate Interest Rate for such Class CA1B Component for such Distribution Date, (ii) the portion of the amount described in clause (i) above remaining unpaid from prior Distribution Dates, and (iii) one month’s interest at the Certificate Interest Rate described in clause (i)(a) above on the amount described in clause (ii) above.
For any Distribution Date and for the Class CA1C Certificates, the sum of the carryover shortfall amounts for each Class CA1C Component, each calculated as the sum of: (i) the excess, if any, of (a) the amount of interest that would have accrued on the Component Principal Balance of such Class CA1C Component immediately before such Distribution Date, during the NoDelay Accrual Period, at a Certificate Interest Rate equal to the lesser of (1) LIBOR plus the applicable Certificate Margin for such Class CA1C Component for such Distribution Date and (2) the applicable Maximum Loan Group Rate for such Class CA1C Component for such Distribution Date over (b) the amount of interest that accrued on such Component Principal Balance, during the NoDelay Accrual Period, at the actual Certificate Interest Rate for such Class CA1C Component for such Distribution Date, (ii) the portion of the amount described in clause (i) above remaining unpaid from prior Distribution Dates, and (iii) one month’s interest at the Certificate Interest Rate described in clause (i)(a) above on the amount described in clause (ii) above.
For any Distribution Date and for the Class DA1B Certificates, the sum of the carryover shortfall amounts for each Class DA1B Component, each calculated as the sum of: (i) the excess, if any, of (a) the amount of interest that would have accrued on the Component Principal Balance of such Class DA1B Component immediately before such Distribution Date, during the NoDelay Accrual Period, at a Certificate Interest Rate equal to the lesser of (1) LIBOR plus the applicable Certificate Margin for such Class DA1B Component for such Distribution Date and (2) the applicable Maximum Loan Group Rate for such Class DA1B Component for such Distribution Date over (b) the amount of interest that accrued on such Component Principal Balance, during the NoDelay Accrual Period, at the actual Certificate Interest Rate for such Class DA1B Component for such Distribution Date, (ii) the portion of the amount described in clause (i) above remaining unpaid from prior Distribution Dates, and (iii) one month’s interest at the Certificate Interest Rate described in clause (i)(a) above on the amount described in clause (ii) above.
For any Distribution Date and for the Class DA1C Certificates, the sum of the carryover shortfall amounts for each Class DA1C Component, each calculated as the sum of: (i) the excess, if any, of (a) the amount of interest that would have accrued on the Component Principal Balance of such Class DA1C Component immediately before such Distribution Date, during the NoDelay Accrual Period, at a Certificate Interest Rate equal to the lesser of (1) LIBOR plus the applicable Certificate Margin for such Class DA1C Component for such Distribution Date and (2) the applicable Maximum Loan Group Rate for such Class DA1C Component for such Distribution Date over (b) the amount of interest that accrued on such Component Principal Balance, during the NoDelay Accrual Period, at the actual Certificate Interest Rate for such Class DA1C Component for such Distribution Date, (ii) the portion of the amount described in clause (i) above remaining unpaid from prior Distribution Dates, and (iii) one month’s interest at the Certificate Interest Rate described in clause (i)(a) above on the amount described in clause (ii) above.
For any Distribution Date and for any Class of Group LB Certificates, the sum of: (i) the excess, if any, of (a) the amount of interest that would have accrued on the Class Principal Balance of such Class’ Corresponding Class immediately before such Distribution Date, during the NoDelay Accrual Period, at a Certificate Interest Rate equal to the lesser of (1) LIBOR plus the applicable Certificate Margin for such Class for such Distribution Date and (2) the Maximum Group LB Rate over (b) the amount of interest that accrued on such Class Principal Balance, during the NoDelay Accrual Period, at the actual Certificate Interest Rate for such Class for such Distribution Date, (ii) the portion of the amount described in clause (i) above remaining unpaid from prior Distribution Dates, and (iii) one month’s interest at the Certificate Interest Rate described in clause (i)(a) above on the amount described in clause (ii) above.
For any Distribution Date and for any Class of Group MB Certificates, the sum of: (i) the excess, if any, of (a) the amount of interest that would have accrued on the Class Principal Balance of such Class’ Corresponding Class immediately before such Distribution Date, during the NoDelay Accrual Period, at a Certificate Interest Rate equal to the lesser of (1) LIBOR plus the applicable Certificate Margin for such Class for such Distribution Date and (2) the Maximum Group MB Rate over (b) the amount of interest that accrued on such Class Principal Balance, during the NoDelay Accrual Period, at the actual Certificate Interest Rate for such Class for such Distribution Date, (ii) the portion of the amount described in clause (i) above remaining unpaid from prior Distribution Dates, and (iii) one month’s interest at the Certificate Interest Rate described in clause (i)(a) above on the amount described in clause (ii) above.
Carryover Shortfall Payment: For the first Distribution Date and for any Class of Class 1A, Class 2A, Class CA1B and Class CA1C Certificates, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) such Class’ pro rata share of the aggregate Interest Distribution Amount for the Class CX1L and Class CX2PPPL Regular Interests for such Distribution Date (such pro rata share calculated based on an allocation of such aggregate Interest Distribution Amount among the Class 1A, Class 2A, Class CA1B and Class CA1C Certificates pro rata according to Carryover Shortfall Amount for such Distribution Date).
For the first Distribution Date and for any Class of Class 3A, Class 4A1, Class 4A2, Class 4AB, Class 5A, Class DA1B and Class DA1C Certificates, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) such Class’ pro rata share of the aggregate Interest Distribution Amount for the Class EXPPPL and Class 5XPPPL Regular Interests for such Distribution Date (such pro rata share calculated based on an allocation of such aggregate Interest Distribution Amount among the Class 3A, Class 4A1, Class 4A2, Class 4AB, Class 5A, Class DA1B and Class DA1C Certificates pro rata according to Carryover Shortfall Amount for such Distribution Date).
For each Distribution Date after the first Distribution Date and for any Class of Class CA1B and Class CA1C Certificates, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) such Class’ pro rata share of the aggregate Interest Distribution Amount for the Class CX1L and Class CX2PPPL Regular Interests for such Distribution Date (such pro rata share calculated based on an allocation of such aggregate Interest Distribution Amount between the Class CA1B and Class CA1C Certificates pro rata according to Carryover Shortfall Amount for such Distribution Date).
For each Distribution Date after the first Distribution Date and for any Class of Class DA1B and Class DA1C Certificates, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) such Class’ pro rata share of the aggregate Interest Distribution Amount for the Class EXPPPL and Class 5XPPPL Regular Interests for such Distribution Date (such pro rata share calculated based on an allocation of such aggregate Interest Distribution Amount between the Class DA1B and Class DA1C Certificates pro rata according to Carryover Shortfall Amount for such Distribution Date).
For the Class LB1 Certificates for any Distribution Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) the excess, if any, of (i) the aggregate Interest Distribution Amount for the Class CX1L and Class CX2PPPL Regular Interests for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class CA1B and Class CA1C Certificates and (if such Distribution Date is the first Distribution Date) for the Class 1A and Class 2A Certificates for such Distribution Date.
For the Class LB2 Certificates for any Distribution Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) the excess, if any, of (i) the aggregate Interest Distribution Amount for the Class CX1L and Class CX2PPPL Regular Interests for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class CA1B, Class CA1C and Class LB1 Certificates and (if such Distribution Date is the first Distribution Date) for the Class 1A and Class 2A Certificates for such Distribution Date.
For the Class LB3 Certificates for any Distribution Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) the excess, if any, of (i) the aggregate Interest Distribution Amount for the Class CX1L and Class CX2PPPL Regular Interests for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class CA1B, Class CA1C, Class LB1 and Class LB2 Certificates and (if such Distribution Date is the first Distribution Date) for the Class 1A and Class 2ACertificates for such Distribution Date.
For the Class LB4 Certificates for any Distribution Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) the excess, if any, of (i) the aggregate Interest Distribution Amount for the Class CX1L and Class CX2PPPL Regular Interests for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class CA1B, Class CA1C, Class LB1, Class LB2 and Class LB3 Certificates and (if such Distribution Date is the first Distribution Date) for the Class 1A and Class 2ACertificates for such Distribution Date.
For the Class LB5 Certificates for any Distribution Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) the excess, if any, of (i) the aggregate Interest Distribution Amount for the Class CX1L and Class CX2PPPL Regular Interests for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class CA1B, Class CA1C, Class LB1, Class LB2, Class LB3 and Class LB4 Certificates and (if such Distribution Date is the first Distribution Date) for the Class 1A and Class 2A Certificates for such Distribution Date.
For the Class LB6 Certificates for any Distribution Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) the excess, if any, of (i) the aggregate Interest Distribution Amount for the Class CX1L and Class CX2PPPL Regular Interests for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class CA1B, Class CA1C, Class LB1, Class LB2, Class LB3, Class LB4 and Class LB5 Certificates and (if such Distribution Date is the first Distribution Date) for the Class 1A and Class 2A Certificates for such Distribution Date.
For the Class LB7 Certificates for any Distribution Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) the excess, if any, of (i) the aggregate Interest Distribution Amount for the Class CX1L and Class CX2PPPL Regular Interests for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class CA1B, Class CA1C, Class LB1, Class LB2, Class LB3, Class LB4, Class LB5 and Class LB6 Certificates and (if such Distribution Date is the first Distribution Date) for the Class 1A and Class 2A Certificates for such Distribution Date.
For the Class LB8 Certificates for any Distribution Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) the excess, if any, of (i) the aggregate Interest Distribution Amount for the Class CX1L and Class CX2PPPL Regular Interests for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class CA1B, Class CA1C, Class LB1, Class LB2, Class LB3, Class LB4, Class LB5, Class LB6 and Class LB7 Certificates and (if such Distribution Date is the first Distribution Date) for the Class 1A and Class 2A Certificates for such Distribution Date.
For the Class LB9 Certificates for any Distribution Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) the excess, if any, of (i) the aggregate Interest Distribution Amount for the Class CX1L and Class CX2PPPL Regular Interests for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class CA1B, Class CA1C, Class LB1, Class LB2, Class LB3, Class LB4, Class LB5, Class LB6, Class LB7 and Class LB8 Certificates and (if such Distribution Date is the first Distribution Date) for the Class 1A and Class 2ACertificates for such Distribution Date.
For the Class LB10 Certificates for any Distribution Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) the excess, if any, of (i) the aggregate Interest Distribution Amount for the Class CX1L and Class CX2PPPL Regular Interests for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class CA1B, Class CA1C, Class LB1, Class LB2, Class LB3, Class LB4, Class LB5, Class LB6, Class LB7, Class LB8 and Class LB9 Certificates and (if such Distribution Date is the first Distribution Date) for the Class 1A and Class 2ACertificates for such Distribution Date.
For the Class LB11 Certificates for any Distribution Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) the excess, if any, of (i) the aggregate Interest Distribution Amount for the Class CX1L and Class CX2PPPL Regular Interests for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class CA1B, Class CA1C, Class LB1, Class LB2, Class LB3, Class LB4, Class LB5, Class LB6, Class LB7, Class LB8, Class LB9 and Class LB10 Certificates and (if such Distribution Date is the first Distribution Date) for the Class 1A and Class 2A Certificates for such Distribution Date.
For the Class LB12 Certificates for any Distribution Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) the excess, if any, of (i) the aggregate Interest Distribution Amount for the Class CX1L and Class CX2PPPL Regular Interests for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class CA1B, Class CA1C, Class LB1, Class LB2, Class LB3, Class LB4, Class LB5, Class LB6, Class LB7, Class LB8, Class LB9, Class LB10 and Class LB11 Certificates and (if such Distribution Date is the first Distribution Date) for the Class 1A and Class 2A Certificates for such Distribution Date.
For the Class LB13 Certificates for any Distribution Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) the excess, if any, of (i) the aggregate Interest Distribution Amount for the Class CX1L and Class CX2PPPL Regular Interests for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class CA1B, Class CA1C, Class LB1, Class LB2, Class LB3, Class LB4, Class LB5, Class LB6, Class LB7, Class LB8, Class LB9, Class LB10, Class LB11 and Class LB12 Certificates and (if such Distribution Date is the first Distribution Date) for the Class 1A and Class 2A Certificates for such Distribution Date.
For the Class LB14 Certificates for any Distribution Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) the excess, if any, of (i) the aggregate Interest Distribution Amount for the Class CX1L and Class CX2PPPL Regular Interests for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class CA1B, Class CA1C, Class LB1, Class LB2, Class LB3, Class LB4, Class LB5, Class LB6, Class LB7, Class LB8, Class LB9, Class LB10, Class LB11, Class LB12 and Class LB13 Certificates and (if such Distribution Date is the first Distribution Date) for the Class 1A and Class 2A Certificates for such Distribution Date.
For the Class MB1 Certificates for any Distribution Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) the excess, if any, of (i) the aggregate Interest Distribution Amount for the Class EXPPPL and Class 5XPPPL Regular Interests for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class DA1B and Class DA1C Certificates and (if such Distribution Date is the first Distribution Date) for the Class 3A, Class 4A1, Class 4A2, Class 4AB and Class 5ACertificates for such Distribution Date.
For the Class MB2 Certificates for any Distribution Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) the excess, if any, of (i) the aggregate Interest Distribution Amount for the Class EXPPPL and Class 5XPPPL Regular Interests for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class DA1B, Class DA1C and Class MB1 Certificates and (if such Distribution Date is the first Distribution Date) for the Class 3A, Class 4A1, Class 4A2, Class 4AB and Class 5A Certificates for such Distribution Date.
For the Class MB3 Certificates for any Distribution Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) the excess, if any, of (i) the aggregate Interest Distribution Amount for the Class EXPPPL and Class 5XPPPL Regular Interests for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class DA1B, Class DA1C, Class MB1 and Class MB2 Certificates and (if such Distribution Date is the first Distribution Date) for the Class 3A, Class 4A1, Class 4A2, Class 4AB and Class 5A Certificates for such Distribution Date.
For the Class MB4 Certificates for any Distribution Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) the excess, if any, of (i) the aggregate Interest Distribution Amount for the Class EXPPPL and Class 5XPPPL Regular Interests for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class DA1B, Class DA1C, Class MB1, Class MB2 and Class MB3 Certificates and (if such Distribution Date is the first Distribution Date) for the Class 3A, Class 4A1, Class 4A2, Class 4AB and Class 5A Certificates for such Distribution Date.
For the Class MB5 Certificates for any Distribution Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) the excess, if any, of (i) the aggregate Interest Distribution Amount for the Class EXPPPL and Class 5XPPPL Regular Interests for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class DA1B, Class DA1C, Class MB1, Class MB2, Class MB3 and Class MB4 Certificates and (if such Distribution Date is the first Distribution Date) for the Class 3A, Class 4A1, Class 4A2, Class 4AB and Class 5A Certificates for such Distribution Date.
For the Class MB6 Certificates for any Distribution Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) the excess, if any, of (i) the aggregate Interest Distribution Amount for the Class EXPPPL and Class 5XPPPL Regular Interests for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class DA1B, Class DA1C, Class MB1, Class MB2, Class MB3, Class MB4 and Class MB5 Certificates and (if such Distribution Date is the first Distribution Date) for the Class 3A, Class 4A1, Class 4A2, Class 4AB and Class 5ACertificates for such Distribution Date.
For the Class MB7 Certificates for any Distribution Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) the excess, if any, of (i) the aggregate Interest Distribution Amount for the Class EXPPPL and Class 5XPPPL Regular Interests for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class DA1B, Class DA1C, Class MB1, Class MB2, Class MB3, Class MB4, Class MB5 and Class MB6 Certificates and (if such Distribution Date is the first Distribution Date) for the Class 3A, Class 4A1, Class 4A2, Class 4AB and Class 5ACertificates for such Distribution Date.
For the Class MB8 Certificates for any Distribution Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) the excess, if any, of (i) the aggregate Interest Distribution Amount for the Class EXPPPL and Class 5XPPPL Regular Interests for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class DA1B, Class DA1C, Class MB1, Class MB2, Class MB3, Class MB4, Class MB5, Class MB6 and Class MB7 Certificates and (if such Distribution Date is the first Distribution Date) for the Class 3A, Class 4A1, Class 4A2, Class 4AB and Class 5A Certificates for such Distribution Date.
For the Class MB9 Certificates for any Distribution Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) the excess, if any, of (i) the aggregate Interest Distribution Amount for the Class EXPPPL and Class 5XPPPL Regular Interests for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class DA1B, Class DA1C, Class MB1, Class MB2, Class MB3, Class MB4, Class MB5, Class MB6, Class MB7 and Class MB8 Certificates and (if such Distribution Date is the first Distribution Date) for the Class 3A, Class 4A1, Class 4A2, Class 4AB and Class 5A Certificates for such Distribution Date.
For the Class MB10 Certificates for any Distribution Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) the excess, if any, of (i) the aggregate Interest Distribution Amount for the Class EXPPPL and Class 5XPPPL Regular Interests for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class DA1B, Class DA1C, Class MB1, Class MB2, Class MB3, Class MB4, Class MB5, Class MB6, Class MB7, Class MB8 and Class MB9 Certificates and (if such Distribution Date is the first Distribution Date) for the Class 3A, Class 4A1, Class 4A2, Class 4AB and Class 5A Certificates for such Distribution Date.
Certificate: Any one of the Certificates issued pursuant to this Agreement, executed by the Trustee on behalf of the Trust and authenticated by or on behalf of the Trustee hereunder in substantially one of the forms set forth in Exhibit A and B hereto. The additional matter appearing in Exhibit H shall be deemed incorporated into Exhibit A as though set forth at the end of such Exhibit.
Certificate Account: The separate trust account created pursuant to Section 3.04 and maintained with the Trustee, the Investment Depository or any Eligible Institution, which account shall be entitled “Washington Mutual Mortgage PassThrough Certificates WMALT Series 2007OA3 Trust Certificate Account”. Funds in the Certificate Account may be invested in Eligible Investments pursuant to Section 3.04(d) and reinvestment earnings thereon shall be paid to the Servicer as additional servicing compensation. Funds deposited in the Certificate Account (exclusive of the WMB Servicing Fee) shall be held in trust for the Certificateholders and for the uses and purposes set forth in Section 2.01, Section 3.04, Section 3.05, Section 4.01, Section 4.04 and Section 4.05.
Certificateholder or Holder: With respect to the Certificates, the Person in whose name a Certificate is registered in the Certificate Register, except that, solely for the purposes of giving any consent pursuant to this Agreement, any Certificate registered in the name of the Company, the Servicer or any affiliate thereof shall be deemed not to be outstanding and the Percentage Interest evidenced thereby shall not be taken into account in determining whether the requisite percentage of Percentage Interests necessary to effect any such consent has been obtained; provided, that the Trustee may conclusively rely upon an Officer’s Certificate to determine whether any Person is an affiliate of the Company or the Servicer. With respect to the REMIC I Regular Interests, the owner of the REMIC I Regular Interests, which as of the Closing Date shall be the Trust. With respect to the REMIC II Regular Interests, the owner of the REMIC II Regular Interests, which as of the Closing Date shall be the Trust. With respect to the REMIC III Regular Interests, the owner of the REMIC III Regular Interests, which as of the Closing Date shall be the Trust. With respect to each Class of REMIC IV Regular Interests (other than the Class FX Certificates), the Holder of the Corresponding Class of Certificates.
Certificate Interest Rate: For each Class of REMIC I Regular Interests, REMIC II Regular Interests, REMIC III Regular Interests and REMIC IV Regular Interests or Component thereof, as applicable (other than the Class CX1L, Class CX2PPPL, Class EXPPPL, Class 5XPPPL Regular Interests) and the Class R1 Residual Interest, the per annum rate set forth as the Certificate Interest Rate for such Class or Component in the Preliminary Statement hereto.
Certificate Margin: For each Class or REMIC IV Regular Interests (or Component thereof, if applicable) and for any Distribution Date, the related margin for purposes of calculating the Certificate Interest Rate for such Class for such Distribution Date, as specified in the applicable note (or, in the case of any Component, in the applicable paragraph of the applicable note) to the table entitled “REMIC IV Interests” in the Preliminary Statement hereto.
Certificate of Trust: The certificate of trust filed with respect to the Trust with the Secretary of State in accordance with Section 3810(a) of the Statutory Trust Statute.
Certificate Principal Balance: For each Certificate of any Class, the portion of the related Class Principal Balance, if any, represented by such Certificate; provided, however, that each Class CX1, Class CX2PPP, Class EXPPP, Class FX and Class 5XPPP Certificate will represent a portion of the related Class Principal Balance equal to its Percentage Interest in the Class CX1L Notional Amount, Class CX2PPPL Notional Amount, Class EXPPPL Notional Amount, Class FXL Notional Amount or the Class 5XPPPL Notional Amount, as applicable.
Certificate Register and Certificate Registrar: The register maintained and the registrar appointed, respectively, pursuant to Section 5.03.
Class: All REMIC I Regular Interests or the Class R1 Residual Interest having the same priority and rights to payments on the Group 1 and Group 2 Mortgage Loans from the REMIC I Available Distribution Amount, all REMIC II Regular Interests or the Class R2 Residual Interest having the same priority and rights to payments on the Group 3, Group 4 and Group 5 Mortgage Loans from the REMIC II Available Distribution Amount, all REMIC III Regular Interests or the Class R3 Residual Interest having the same priority and rights to payments on the REMIC I and REMIC II Regular Interests from the REMIC III Available Distribution Amount and all REMIC IV Regular Interests or the Class R4 Residual Interest having the same priority and rights to payments on the REMIC III Regular Interests from the REMIC IV Available Distribution Amount, as applicable, which REMIC I Regular Interests, REMIC II Regular Interests, REMIC III Regular Interests, REMIC IV Regular Interests and Class R Residual Interests, as applicable, shall be designated as a separate Class, and which, in the case of the Certificates (including the Class R Certificates representing ownership of the Class R Residual Interests), shall be set forth in the applicable forms of Certificates attached hereto as Exhibits A and B. Each Class of REMIC I Regular Interests and the Class R1 Residual Interest shall be entitled to receive the amounts allocated to such Class pursuant to the definition of “REMIC I Distribution Amount” only to the extent of the REMIC I Available Distribution Amount for such Distribution Date remaining after distributions in accordance with prior clauses of the definition of “REMIC I Distribution Amount,” each Class of REMIC II Regular Interests and the Class R2 Residual Interest shall be entitled to receive the amounts allocated to such Class pursuant to the definition of “REMIC II Distribution Amount” only to the extent of the REMIC II Available Distribution Amount for such Distribution Date remaining after distributions in accordance with prior clauses of the definition of “REMIC II Distribution Amount,” each Class of REMIC III Regular Interests and the Class R3 Residual Interest shall be entitled to receive the amounts allocated to such Class pursuant to the definition of “REMIC III Distribution Amount” only to the extent of the REMIC III Available Distribution Amount for such Distribution Date remaining after distributions in accordance with prior clauses of the definition of “REMIC III Distribution Amount” and each Class of REMIC IV Regular Interests and the Class R4 Residual Interest shall be entitled to receive the amounts allocated to such Class pursuant to the definition of “REMIC IV Distribution Amount” only to the extent of the REMIC IV Available Distribution Amount for such Distribution Date remaining after distributions in accordance with prior clauses of the definition of “REMIC IV Distribution Amount.”
In addition to their rights to receive payments from the REMIC IV Available Distribution Amount on their Corresponding Class of REMIC IV Regular Interests, (i) the Class CA1B, Class CA1C and Group LB Certificates (and, for the first Distribution Date, the Class 1A and Class 2A Certificates) shall be entitled to receive payments, if any, as specified in the second paragraph of Section 4.05(a) and (ii) the Class CX2PPP Certificates shall be entitled to receive payments, if any, as specified in the fourth paragraph of Section 4.05(a). Notwithstanding the right of the Class CX1 and Class CX2PPP Certificates to receive payments from the REMIC IV Available Distribution Amount on their Corresponding Classes of REMIC IV Regular Interests, the amount of such payments may be reduced as specified in the second paragraph of Section 4.05(a).
In addition to their rights to receive payments from the REMIC IV Available Distribution Amount on their Corresponding Class of REMIC IV Regular Interests, (i) the Class DA1B, Class DA1C and Group MB Certificates (and, for the first Distribution Date, the Class 3A, Class 4A1, Class 4A2, Class 4AB and Class 5A Certificates) shall be entitled to receive payments, if any, as specified in the fifth paragraph of Section 4.05(a), (ii) the Class EXPPP Certificates shall be entitled to receive payments, if any, as specified in the seventh paragraph of Section 4.05(a) and (iii) the Class 5XPPP Certificates shall be entitled to receive payments, if any, as specified in the seventh paragraph of Section 4.05(a). Notwithstanding the right of the Class EXPPP and Class 5XPPP Certificates to receive payments from the REMIC IV Available Distribution Amount on their Corresponding Classes of REMIC IV Regular Interests, the amount of such payments may be reduced as specified in the fifth paragraph of Section 4.05(a).
Class 1A Certificates: The Certificates designated as “Class 1A” on the face thereof in substantially the form attached hereto as Exhibit A.
Class 1AL Regular Interest: The uncertificated undivided beneficial interest in REMIC IV which constitutes a REMIC IV Regular Interest and is entitled to distributions as set forth herein.
Class 2A Certificates: The Certificates designated as “Class 2A” on the face thereof in substantially the form attached hereto as Exhibit A.
Class 2AL Regular Interest: The uncertificated undivided beneficial interest in REMIC IV which constitutes a REMIC IV Regular Interest and is entitled to distributions as set forth herein.
c
Class 4A1 Certificates: The Certificates designated as “Class 4A1” on the face thereof in substantially the form attached hereto as Exhibit A.
Class 4A1L Regular Interest: The uncertificated undivided beneficial interest in REMIC IV which constitutes a REMIC IV Regular Interest and is entitled to distributions as set forth herein.
Class 4A2 Certificates: The Certificates designated as “Class 4A2” on the face thereof in substantially the form attached hereto as Exhibit A.
Class 4A2L Regular Interest: The uncertificated undivided beneficial interest in REMIC IV which constitutes a REMIC IV Regular Interest and is entitled to distributions as set forth herein.
Class 4AB Certificates: The Certificates designated as “Class 4AB” on the face thereof in substantially the form attached hereto as Exhibit A.
Class 4ABL Regular Interest: The uncertificated undivided beneficial interest in REMIC IV which constitutes a REMIC IV Regular Interest and is entitled to distributions as set forth herein.
Class 5A Certificates: The Certificates designated as “Class 5A” on the face thereof in substantially the form attached hereto as Exhibit A.
Class 5AL Regular Interest: The uncertificated undivided beneficial interest in REMIC IV which constitutes a REMIC IV Regular Interest and is entitled to distributions as set forth herein.
Class A Certificates: The Class 1A, Class 2A, Class 3A, Class 4A1, Class 4A2, Class 4AB, Class 5A, Class CA1B, Class CA1C, Class DA1B and Class DA1C Certificates.
Class AL Regular Interests: The Class 1AL, Class 2AL, Class 3AL, Class 4A1L, Class 4A2L, Class 4ABL, Class 5AL, Class CA1BL, Class CA1CL, Class DA1BL and Class DA1CL Regular Interests.
Class LB1 Certificates: The Certificates designated as “Class LB1” on the face thereof in substantially the form attached hereto as Exhibit A.
Class LB1L Regular Interest: The uncertificated undivided beneficial interest in REMIC IV which constitutes a REMIC IV Regular Interest and is entitled to distributions as set forth herein.
Class LB2 Certificates: The Certificates designated as “Class LB2” on the face thereof in substantially the form attached hereto as Exhibit A.
Class LB2L Regular Interest: The uncertificated undivided beneficial interest in REMIC IV which constitutes a REMIC IV Regular Interest and is entitled to distributions as set forth herein.
Class LB3 Certificates: The Certificates designated as “Class LB3” on the face thereof in substantially the form attached hereto as Exhibit A.
Class LB3L Regular Interest: The uncertificated undivided beneficial interest in REMIC IV which constitutes a REMIC IV Regular Interest and is entitled to distributions as set forth herein.
Class LB4 Certificates: The Certificates designated as “Class LB4” on the face thereof in substantially the form attached hereto as Exhibit A.
Class LB4L Regular Interest: The uncertificated undivided beneficial interest in REMIC IV which constitutes a REMIC IV Regular Interest and is entitled to distributions as set forth herein.
Class LB5 Certificates: The Certificates designated as “Class LB5” on the face thereof in substantially the form attached hereto as Exhibit A.
Class LB5L Regular Interest: The uncertificated undivided beneficial interest in REMIC IV which constitutes a REMIC IV Regular Interest and is entitled to distributions as set forth herein.
Class LB6 Certificates: The Certificates designated as “Class LB6” on the face thereof in substantially the form attached hereto as Exhibit A.
Class LB6L Regular Interest: The uncertificated undivided beneficial interest in REMIC IV which constitutes a REMIC IV Regular Interest and is entitled to distributions as set forth herein.
Class LB7 Certificates: The Certificates designated as “Class LB7” on the face thereof in substantially the form attached hereto as Exhibit A.
Class LB7L Regular Interest: The uncertificated undivided beneficial interest in REMIC IV which constitutes a REMIC IV Regular Interest and is entitled to distributions as set forth herein.
Class LB8 Certificates: The Certificates designated as “Class LB8” on the face thereof in substantially the form attached hereto as Exhibit A.
Class LB8L Regular Interest: The uncertificated undivided beneficial interest in REMIC IV which constitutes a REMIC IV Regular Interest and is entitled to distributions as set forth herein.
Class LB9 Certificates: The Certificates designated as “Class LB9” on the face thereof in substantially the form attached hereto as Exhibit A.
Class LB9L Regular Interest: The uncertificated undivided beneficial interest in REMIC IV which constitutes a REMIC IV Regular Interest and is entitled to distributions as set forth herein.
Class LB10 Certificates: The Certificates designated as “Class LB10” on the face thereof in substantially the form attached hereto as Exhibit A.
Class LB10L Regular Interest: The uncertificated undivided beneficial interest in REMIC IV which constitutes a REMIC IV Regular Interest and is entitled to distributions as set forth herein.
Class LB11 Certificates: The Certificates designated as “Class LB11” on the face thereof in substantially the form attached hereto as Exhibit A.
Class LB11L Regular Interest: The uncertificated undivided beneficial interest in REMIC IV which constitutes a REMIC IV Regular Interest and is entitled to distributions as set forth herein.
Class LB12 Certificates: The Certificates designated as “Class LB12” on the face thereof in substantially the form attached hereto as Exhibit A.
Class LB12L Regular Interest: The uncertificated undivided beneficial interest in REMIC IV which constitutes a REMIC IV Regular Interest and is entitled to distributions as set forth herein.
Class LB13 Certificates: The Certificates designated as “Class LB13” on the face thereof in substantially the form attached hereto as Exhibit A.
Class LB13L Regular Interest: The uncertificated undivided beneficial interest in REMIC IV which constitutes a REMIC IV Regular Interest and is entitled to distributions as set forth herein.
Class LB14 Certificates: The Certificates designated as “Class LB14” on the face thereof in substantially the form attached hereto as Exhibit A.
Class LB14L Regular Interest: The uncertificated undivided beneficial interest in REMIC IV which constitutes a REMIC IV Regular Interest and is entitled to distributions as set forth herein.
Class MB1 Certificates: The Certificates designated as “Class MB1” on the face thereof in substantially the form attached hereto as Exhibit A.
Class MB1L Regular Interest: The uncertificated undivided beneficial interest in REMIC IV which constitutes a REMIC IV Regular Interest and is entitled to distributions as set forth herein.
Class MB2 Certificates: The Certificates designated as “Class MB2” on the face thereof in substantially the form attached hereto as Exhibit A.
Class MB2L Regular Interest: The uncertificated undivided beneficial interest in REMIC IV which constitutes a REMIC IV Regular Interest and is entitled to distributions as set forth herein.
Class MB3 Certificates: The Certificates designated as “Class MB3” on the face thereof in substantially the form attached hereto as Exhibit A.
Class MB3L Regular Interest: The uncertificated undivided beneficial interest in REMIC IV which constitutes a REMIC IV Regular Interest and is entitled to distributions as set forth herein.
Class MB4 Certificates: The Certificates designated as “Class MB4” on the face thereof in substantially the form attached hereto as Exhibit A.
Class MB4L Regular Interest: The uncertificated undivided beneficial interest in REMIC IV which constitutes a REMIC IV Regular Interest and is entitled to distributions as set forth herein.
Class MB5 Certificates: The Certificates designated as “Class MB5” on the face thereof in substantially the form attached hereto as Exhibit A.
Class MB5L Regular Interest: The uncertificated undivided beneficial interest in REMIC IV which constitutes a REMIC IV Regular Interest and is entitled to distributions as set forth herein.
Class MB6 Certificates: The Certificates designated as “Class MB6” on the face thereof in substantially the form attached hereto as Exhibit A.
Class MB6L Regular Interest: The uncertificated undivided beneficial interest in REMIC IV which constitutes a REMIC IV Regular Interest and is entitled to distributions as set forth herein.
Class MB7 Certificates: The Certificates designated as “Class MB7” on the face thereof in substantially the form attached hereto as Exhibit A.
Class MB7L Regular Interest: The uncertificated undivided beneficial interest in REMIC IV which constitutes a REMIC IV Regular Interest and is entitled to distributions as set forth herein.
Class MB8 Certificates: The Certificates designated as “Class MB8” on the face thereof in substantially the form attached hereto as Exhibit A.
Class MB8L Regular Interest: The uncertificated undivided beneficial interest in REMIC IV which constitutes a REMIC IV Regular Interest and is entitled to distributions as set forth herein.
Class MB9 Certificates: The Certificates designated as “Class MB9” on the face thereof in substantially the form attached hereto as Exhibit A.
Class MB9L Regular Interest: The uncertificated undivided beneficial interest in REMIC IV which constitutes a REMIC IV Regular Interest and is entitled to distributions as set forth herein.
Class MB10 Certificates: The Certificates designated as “Class MB10” on the face thereof in substantially the form attached hereto as Exhibit A.
Class MB10L Regular Interest: The uncertificated undivided beneficial interest in REMIC IV which constitutes a REMIC IV Regular Interest and is entitled to distributions as set forth herein.
Class CA Group 1 Component: The Class CA1B Group 1 or Class CA1C Group 1 Component, as applicable.
Class CA Group 2 Component: The Class CA1B Group 2 or Class CA1C Group 2 Component, as applicable.
Class CA1B Certificates: The Certificates. designated as “Class CA1B” on the face thereof in substantially the form attached hereto as Exhibit A.
Class CA1B Component: The Class CA1B Group 1 Component or the Class CA1B Group 2 Component, as applicable.
Class CA1B Group 1 Component: The portion of the Class CA1BL Regular Interest that is entitled to distributions in respect of the Class CA1B Group 1 Component Principal Balance.
Class CA1B Group 2 Component: The portion of the Class CA1BL Regular Interest that is entitled to distributions on or in respect of the Class CA1B Group 2 Component Principal Balance.
Class CA1BL Regular Interest: The uncertificated undivided beneficial interest in REMIC IV which constitutes a REMIC IV Regular Interest and is entitled to distributions as set forth herein.
Class CA1C Certificates: The Certificates. designated as “Class CA1C” on the face thereof in substantially the form attached hereto as Exhibit A.
Class CA1C Component: The Class CA1C Group 1 Component or the Class CA1C Group 2 Component, as applicable.
Class CA1C Group 1 Component: The portion of the Class CA1CL Regular Interest that is entitled to distributions in respect of the Class CA1C Group 1 Component Principal Balance.
Class CA1C Group 2 Component: The portion of the Class CA1CL Regular Interest that is entitled to distributions on or in respect of the Class CA1C Group 2 Component Principal Balance.
Class CA1CL Regular Interest: The uncertificated undivided beneficial interest in REMIC IV which constitutes a REMIC IV Regular Interest and is entitled to distributions as set forth herein.
Class CX1 Accrued Interest: For any Distribution Date, the sum of:
(1) interest associated with the Class CX1 Subgroup 1A IO Component, which is the excess, if any, of
(x) the sum of (A) the product of (i) a fraction, the numerator of which is the Subgroup 1A Weighted Average PassThrough Rate for such Distribution Date and the denominator of which is 12, and (ii) the Subgroup 1A Balance for such Distribution Date, and (B) if Loan Group 1 is an Undercollateralized Group, the product of (i) the Interest Transfer Amount for Loan Group 1 for such Distribution Date and (ii) the Interest Transfer Amount Fraction for Subgroup 1A for such Distribution Date over
(y) the product of (i) a fraction, the numerator of which is the Group 1 Weighted Average Certificate Interest Rate for such Distribution Date and the denominator of which is 12, (ii) the sum of (a) the Class 1A Principal Balance immediately before such Distribution Date, (b) the aggregate Component Principal Balance of the Class CA Group 1 Components immediately before such Distribution Date, (c) the Subordinate Component Balance for Loan Group 1 immediately before such Distribution Date and (d) if Loan Group 1 is an Overcollateralized Group, the Overcollateralization Amount for Loan Group 1 for such Distribution Date and (iii) the Subgroup Fraction for Subgroup 1A for such Distribution Date; and
(2) interest associated with the Class CX1 Subgroup 2A IO Component, which is the excess, if any, of
(x) the sum of (A) the product of (i) a fraction, the numerator of which is the Subgroup 2A Weighted Average PassThrough Rate for such Distribution Date and the denominator of which is 12, and (ii) the Subgroup 2A Balance for such Distribution Date, and (B) if Loan Group 2 is an Undercollateralized Group, the product of (i) the Interest Transfer Amount for Loan Group 2 for such Distribution Date and (ii) the Interest Transfer Amount Fraction for Subgroup 2A for such Distribution Date over
(y) the product of (i) a fraction, the numerator of which is the Group 2 Weighted Average Certificate Interest Rate for such Distribution Date and the denominator of which is 12, (ii) the sum of (a) the Class 2A Principal Balance immediately before such Distribution Date, (b) the aggregate Component Principal Balance of the Class CA Group 2 Components immediately before such Distribution Date, (c) the Subordinate Component Balance for Loan Group 2 immediately before such Distribution Date and (d) if Loan Group 2 is an Overcollateralized Group, the Overcollateralization Amount for Loan Group 2 for such Distribution Date and (iii) the Subgroup Fraction for Subgroup 2A for such Distribution Date;
provided, however, that if the sum of the Class CX1 Accrued Interest and the Class CX2PPP Accrued Interest exceeds the Aggregate Maximum Class CX Interest Amount for such Distribution Date, then the amount above may be reduced in accordance with the definition of “Aggregate Maximum Class CX Interest Amount”.
Class CX1 Certificates: The Certificates designated as “Class CX1” on the face thereof in substantially the form attached hereto as Exhibit A.
Class CX1 Subgroup 1A IO Component: The portion of the Class CX1L Regular Interest that is entitled to distributions of interest derived from Subgroup 1A.
Class CX1 Subgroup 1A PO Component: The portion of the Class CX1L Regular Interest that is entitled to distributions in respect of the Class CX1 Subgroup 1A Component Principal Balance.
Class CX1 Subgroup 2A IO Component: The portion of the Class CX1L Regular Interest that is entitled to distributions of interest derived from Subgroup 2A.
Class CX1 Subgroup 2A PO Component: The portion of the Class CX1L Regular Interest that is entitled to distributions in respect of the Class CX1 Subgroup 2A Component Principal Balance.
Class CX1L Notional Amount: The aggregate principal balance of the Subgroup 1A and Subgroup 2A Mortgage Loans as of the CutOff Date (after giving effect to payments due on those Mortgage Loans on that date).
Class CX1L Regular Interest: The uncertificated undivided beneficial interest in REMIC IV which constitutes a REMIC IV Regular Interest and is entitled to distributions as set forth herein.
Class CX2PPP Accrued Interest: For any Distribution Date, the sum of:
(1) interest associated with the Class CX2PPP Subgroup 1B IO Component, which is the excess, if any, of
(x) the sum of (A) the product of (i) a fraction, the numerator of which is the Subgroup 1B Weighted Average PassThrough Rate for such Distribution Date and the denominator of which is 12, and (ii) the Subgroup 1B Balance for such Distribution Date, and (B) if Loan Group 1 is an Undercollateralized Group, the product of (i) the Interest Transfer Amount for Loan Group 1 for such Distribution Date and (ii) the Interest Transfer Amount Fraction for Subgroup 1B for such Distribution Date over
(y) the product of (i) a fraction, the numerator of which is the Group 1 Weighted Average Certificate Interest Rate for such Distribution Date and the denominator of which is 12, (ii) the sum of (a) the Class 1A Principal Balance immediately before such Distribution Date, (b) the aggregate Component Principal Balance of the Class CA Group 1 Components immediately before such Distribution Date, (c) the Subordinate Component Balance for Loan Group 1 immediately before such Distribution Date and (d) if Loan Group 1 is an Overcollateralized Group, the Overcollateralization Amount for Loan Group 1 for such Distribution Date and (iii) the Subgroup Fraction for Subgroup 1B for such Distribution Date; and
(2) interest associated with the Class CX2PPP Subgroup 2B IO Component, which is the excess, if any, of
(x) the sum of (A) the product of (i) a fraction, the numerator of which is the Subgroup 2B Weighted Average PassThrough Rate for such Distribution Date and the denominator of which is 12, and (ii) the Subgroup 2B Balance for such Distribution Date, and (B) if Loan Group 2 is an Undercollateralized Group, the product of (i) the Interest Transfer Amount for Loan Group 2 for such Distribution Date and (ii) the Interest Transfer Amount Fraction for Subgroup 2B for such Distribution Date over
(y) the product of (i) a fraction, the numerator of which is the Group 2 Weighted Average Certificate Interest Rate for such Distribution Date and the denominator of which is 12, (ii) the sum of (a) the Class 2A Principal Balance immediately before such Distribution Date, (b) the aggregate Component Principal Balance of the Class CA Group 2 Components immediately before such Distribution Date, (c) the Subordinate Component Balance for Loan Group 2 immediately before such Distribution Date and (d) if Loan Group 2 is an Overcollateralized Group, the Overcollateralization Amount for Loan Group 2 for such Distribution Date and (iii) the Subgroup Fraction for Subgroup 2B for such Distribution Date;
provided, however, that if the sum of the Class CX1 Accrued Interest and the Class CX2PPP Accrued Interest exceeds the Aggregate Maximum Class CX Interest Amount for such Distribution Date, then the amount above may be reduced in accordance with the definition of “Aggregate Maximum Class CX Interest Amount”.
Class CX2PPP Certificates: The Certificates designated as “Class CX2PPP” on the face thereof in substantially the form attached hereto as Exhibit A.
Class CX2PPP Subgroup 1B IO Component: The portion of the Class CX2PPPL Regular Interest that is entitled to distributions of interest derived from Subgroup 1B.
Class CX2PPP Subgroup 1B PO Component: The portion of the Class CX2PPPL Regular Interest that is entitled to distributions in respect of the Class CX2PPP Subgroup 1B Component Principal Balance.
Class CX2PPP Subgroup 2B IO Component: The portion of the Class CX2PPPL Regular Interest that is entitled to distributions of interest derived from Subgroup 2B.
Class CX2PPP Subgroup 2B PO Component: The portion of the Class CX2PPPL Regular Interest that is entitled to distributions in respect of the Class CX2PPP Subgroup 2B Component Principal Balance.
Class CX2PPPL Notional Amount: The aggregate principal balance of the Subgroup 1B and Subgroup 2B Mortgage Loans as of the CutOff Date (after giving effect to payments due on those Mortgage Loans on that date).
Class CX2PPPL Regular Interest: The uncertificated undivided beneficial interest in REMIC IV which constitutes a REMIC IV Regular Interest and is entitled to distributions as set forth herein.
Class DA Group 3 Component: The Class DA1B Group 3 or Class DA1C Group 3 Component, as applicable.
Class DA Group 4 Component: The Class DA1B Group 4 or Class DA1C Group 4 Component, as applicable.
Class DA Group 5 Component: The Class DA1B Group 5 or Class DA1C Group 5 Component, as applicable.
Class DA1B Certificates: The Certificates. designated as “Class DA1B” on the face thereof in substantially the form attached hereto as Exhibit A.
Class DA1B Component: The Class DA1B Group 3 Component, the Class DA1B Group 4 Component or the Class DA1B Group 5 Component, as applicable.
Class DA1B Group 3 Component: The portion of the Class DA1BL Regular Interest that is entitled to distributions in respect of the Class DA1B Group 3 Component Principal Balance.
Class DA1B Group 4 Component: The portion of the Class DA1BL Regular Interest that is entitled to distributions in respect of the Class DA1B Group 4 Component Principal Balance.
Class DA1B Group 5 Component: The portion of the Class DA1BL Regular Interest that is entitled to distributions in respect of the Class DA1B Group 5 Component Principal Balance.
Class DA1BL Regular Interest: The uncertificated undivided beneficial interest in REMIC IV which constitutes a REMIC IV Regular Interest and is entitled to distributions as set forth herein.
Class DA1C Certificates: The Certificates. designated as “Class DA1C” on the face thereof in substantially the form attached hereto as Exhibit A.
Class DA1C Component: The Class DA1C Group 3 Component, Class DA1C Group 4 Component or the Class DA1C Group 5 Component, as applicable.
Class DA1C Group 3 Component: The portion of the Class DA1CL Regular Interest that is entitled to distributions in respect of the Class DA1C Group 3 Component Principal Balance.
Class DA1C Group 4 Component: The portion of the Class DA1CL Regular Interest that is entitled to distributions in respect of the Class DA1C Group 4 Component Principal Balance.
Class DA1C Group 5 Component: The portion of the Class DA1CL Regular Interest that is entitled to distributions in respect of the Class DA1C Group 5 Component Principal Balance.
Class DA1CL Regular Interest: The uncertificated undivided beneficial interest in REMIC IV which constitutes a REMIC IV Regular Interest and is entitled to distributions as set forth herein.
Class EXPPP Accrued Interest: For any Distribution Date, the sum of:
(1) interest associated with the Class EXPPP Loan Group 3 IO Component, which is the excess, if any, of
(x) the sum of (A) the product of (i) a fraction, the numerator of which is the Loan Group 3 Weighted Average PassThrough Rate for such Distribution Date and the denominator of which is 12, and (ii) the Loan Group 3 Balance for such Distribution Date, and (B) if Loan Group 3 is an Undercollateralized Group, the Interest Transfer Amount for Loan Group 3 for such Distribution Date over
(y) the product of (i) a fraction, the numerator of which is the Group 3 Weighted Average Certificate Interest Rate for such Distribution Date and the denominator of which is 12, (ii) the sum of (a) the Class 3A Principal Balance immediately before such Distribution Date, (b) the aggregate Component Principal Balance of the Class DA Group 3 Components immediately before such Distribution Date, (c) the Subordinate Component Balance for Loan Group 3 immediately before such Distribution Date and (d) if Loan Group 3 is an Overcollateralized Group, the Overcollateralization Amount for Loan Group 3 for such Distribution Date; and
(2) interest associated with the Class EXPPP Loan Group 4 IO Component, which is the excess, if any, of
(x) the sum of (A) the product of (i) a fraction, the numerator of which is the Loan Group 4 Net Weighted Average PassThrough Rate for such Distribution Date and the denominator of which is 12, and (ii) the Loan Group 4 Balance for such Distribution Date, and (B) if Loan Group 4 is an Undercollateralized Group, the Interest Transfer Amount for Loan Group 4 for such Distribution Date over
(y) the product of (i) a fraction, the numerator of which is the Group 4 Weighted Average Certificate Interest Rate for such Distribution Date and the denominator of which is 12, (ii) the sum of (a) the Class 4A1, Class 4A2 and Class 4AB Principal Balances immediately before such Distribution Date, (b) the aggregate Component Principal Balance of the Class DA Group 4 Components immediately before such Distribution Date, (c) the Subordinate Component Balance for Loan Group 4 immediately before such Distribution Date and (d) if Loan Group 4 is an Overcollateralized Group, the Overcollateralization Amount for Loan Group 4 for such Distribution Date;
provided, however, that if the sum of the Class EXPPP Accrued Interest and the Class 5XPPP Accrued Interest exceeds the Aggregate Maximum Class EXPPP and Class 5XPPP Interest Amount for such Distribution Date, then the amount above may be reduced in accordance with the definition of “Aggregate Maximum Class EXPPP and Class 5XPPP Interest Amount”.
Class EXPPP Certificates: The Certificates designated as “Class EXPPP” on the face thereof in substantially the form attached hereto as Exhibit A.
Class EXPPP Loan Group 3 IO Component: The portion of the Class EXPPPL Regular Interest that is entitled to distributions of interest derived from Loan Group 3.
Class EXPPP Loan Group 3 PO Component: The portion of the Class EXPPPL Regular Interest that is entitled to distributions in respect of the Class EXPPP Loan Group 3 Component Principal Balance.
Class EXPPP Loan Group 4 IO Component: The portion of the Class EXPPPL Regular Interest that is entitled to distributions of interest derived from Loan Group 4.
Class EXPPP Loan Group 4 PO Component: The portion of the Class EXPPPL Regular Interest that is entitled to distributions in respect of the Class EXPPP Loan Group 4 Component Principal Balance.
Class EXPPPL Notional Amount: The aggregate principal balance of the Group 3 and Group 4 Mortgage Loans as of the CutOff Date (after giving effect to payments due on those Mortgage Loans on that date).
Class EXPPPL Regular Interest: The uncertificated undivided beneficial interest in REMIC IV which constitutes a REMIC IV Regular Interest and is entitled to distributions as set forth herein.
Class FX Certificates: The Certificates designated as “Class FX” on the face thereof in substantially the form attached hereto as Exhibit A.
Class FX Notional Amount: For any Distribution Date, the sum of the Subgroup 4A and Subgroup 5A Balances for such Distribution Date.
Class FXL Regular Interest: The uncertificated undivided beneficial interest in REMIC II which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.
Class FXM Regular Interest: The uncertificated undivided beneficial interest in REMIC II which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.
Class FXSubgroup 4A Accrued Interest: For each Distribution Date an amount equal to the product of (a) the weighted average of an amount on each mortgage loan in Subgroup 4A which is calculated as follows: (i) for each mortgage loan in Subgroup 4A that was in its initial three month fixed rate period in the calendar month immediately preceding such distribution date, 0.00% and (ii) for each mortgage loan in Subgroup 4A that was not in its initial three month fixed rate period in the calendar month immediately preceding such distribution date, the excess, if any, of the initial Margin for such mortgage loan over 1.475% and (b) the Subgroup 4A Balance.
Class FXSubgroup 5A Accrued Interest: For each Distribution Date an amount equal to the product of (a) the weighted average of an amount on each mortgage loan in Subgroup 5A which is calculated as follows: (i) for each mortgage loan in Subgroup 5A that was in its initial three month fixed rate period in the calendar month immediately preceding such distribution date, 0.00% and (ii) for each mortgage loan in Subgroup 5A that was not in its initial three month fixed rate period in the calendar month immediately preceding such distribution date, the excess, if any, of the initial Margin for such mortgage loan over 2.125% and (b) the Subgroup 5A Balance.
Class 5XPPP Accrued Interest: For any Distribution Date, the excess, if any, of:
(x) the sum of (A) the product of (i) a fraction, the numerator of which is the Loan Group 5 Net Weighted Average PassThrough Rate for such Distribution Date and the denominator of which is 12, and (ii) the Loan Group 5 Balance for such Distribution Date, and (B) if Loan Group 5 is an Undercollateralized Group, the Interest Transfer Amount for Loan Group 5 for such Distribution Date over
(y) the product of (i) a fraction, the numerator of which is the Group 5 Weighted Average Certificate Interest Rate for such Distribution Date and the denominator of which is 12, and (ii) the sum of (a) the Class 5A Principal Balance immediately before such Distribution Date, (b) the aggregate Component Principal Balance of the Class DA Group 5 Components immediately before such Distribution Date, (c) the Subordinate Component Balance for Loan Group 5 immediately before such Distribution Date and (d) if Loan Group 5 is an Overcollateralized Group, the Overcollateralization Amount for Loan Group 5 for such Distribution Date;
provided, however, that if the sum of the Class EXPPP Accrued Interest and the Class 5XPPP Accrued Interest exceeds the Aggregate Maximum Class EXPPP and Class 5XPPP Interest Amount for such Distribution Date, then the amount above may be reduced in accordance with the definition of “Aggregate Maximum Class EXPPP and Class 5XPPP Interest Amount”.
Class 5XPPP Certificates: The Certificates designated as “Class 5XPPP” on the face thereof in substantially the form attached hereto as Exhibit A.
Class 5XPPPL Notional Amount: The aggregate principal balance of the Group 5 Mortgage Loans as of the CutOff Date (after giving effect to payments due on those Mortgage Loans on that date).
Class 5XPPPL Regular Interest: The uncertificated undivided beneficial interest in REMIC IV which constitutes a REMIC IV Regular Interest and is entitled to distributions as set forth herein.
Class IIILT Principal Reduction Amounts: For any Distribution Date, the amounts by which the Class Principal Balances of the Class IIILTY1, Class IIILTY2, Class IIILTY3, Class IIILTY4, Class IIILTY5, Class IIILT1, Class IIILT2, Class IIILT3, Class IIILT4, Class IIILT6, Class IIILT7, Class IIILT8, Class IIILT9, Class IIILT10, Class IIILT11, Class IIILT12, Class IIILT14, Class IIILT15, Class IIILT16, Class IIILT18, Class IIILT19 and Class IIILT20 Regular Interests, respectively, will be reduced on such Distribution Date by the allocation of Realized Losses and the distribution of principal, determined as described in Appendix 1.
Class IIILT Regular Interests: The Class IIILTY1, Class IIILTY2, Class IIILTY3, Class IIILTY4, Class IIILTY5, Class IIILT1, Class IIILT2, Class IIILT3, Class IIILT4, Class IIILT6, Class IIILT7, Class IIILT8, Class IIILT9, Class IIILT10, Class IIILT11, Class IIILT12, Class IIILT14, Class IIILT15, Class IIILT16, Class IIILT18, Class IIILT19 and Class IIILT20 Regular Interests.
Class IIILT1 Regular Interest: The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein.
Class IIILT2 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the Class IIILT2 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class IIILT2 Regular Interest on such Distribution Date.
Class IIILT2 Regular Interest: The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein.
Class IIILT3 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the Class IIILT3 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class IIILT3 Regular Interest on such Distribution Date.
Class IIILT3 Regular Interest: The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein.
Class IIILT4 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the Class IIILT4 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class IIILT4 Regular Interest on such Distribution Date.
Class IIILT4 Regular Interest: The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein.
Class IIILT6 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the Class IIILT6 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class IIILT6 Regular Interest on such Distribution Date.
Class IIILT6 Regular Interest: The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein.
Class IIILT7 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the Class IIILT7 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class IIILT7 Regular Interest on such Distribution Date.
Class IIILT7 Regular Interest: The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein.
Class IIILT8 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the Class IIILT8 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class IIILT8 Regular Interest on such Distribution Date.
Class IIILT8 Regular Interest: The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein.
Class IIILT9 Regular Interest: The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein.
Class IIILT10 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the Class IIILT10 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class IIILT10 Regular Interest on such Distribution Date.
Class IIILT10 Regular Interest: The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein.
Class IIILT11 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the Class IIILT11 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class IIILT11 Regular Interest on such Distribution Date.
Class IIILT11 Regular Interest: The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein.
Class IIILT12 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the Class IIILT12 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class IIILT12 Regular Interest on such Distribution Date.
Class IIILT12 Regular Interest: The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein.
Class IIILT14 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the Class IIILT14 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class IIILT14 Regular Interest on such Distribution Date.
Class IIILT14 Regular Interest: The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein.
Class IIILT15 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the Class IIILT15 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class IIILT15 Regular Interest on such Distribution Date.
Class IIILT15 Regular Interest: The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein.
Class IIILT16 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the Class IIILT16 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class IIILT16 Regular Interest on such Distribution Date.
Class IIILT16 Regular Interest: The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein.
Class IIILT18 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the Class IIILT18 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class IIILT18 Regular Interest on such Distribution Date.
Class IIILT18 Regular Interest: The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein.
Class IIILT19 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the Class IIILT19 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class IIILT19 Regular Interest on such Distribution Date.
Class IIILT19 Regular Interest: The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein.
Class IIILT20 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the Class IIILT20 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class IIILT20 Regular Interest on such Distribution Date.
Class IIILT20 Regular Interest: The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein.
Class IIILTY1 Principal Distribution Amount: For any Distribution Date, the amount, if any, distributed as principal to the Class IY1 Regular Interest on such Distribution Date.
Class IIILTY1 Regular Interest: The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein.
Class IIILTY2 Principal Distribution Amount: For any Distribution Date, the amount, if any, distributed as principal to the Class IY2 Regular Interest on such Distribution Date.
Class IIILTY2 Regular Interest: The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein.
Class IIILTY3 Principal Distribution Amount: For any Distribution Date, the amount, if any, distributed as principal to the Class IIY1 Regular Interest on such Distribution Date.
Class IIILTY3 Regular Interest: The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein.
Class IIILTY4 Principal Distribution Amount: For any Distribution Date, the amount, if any, distributed as principal to the Class IIY2 Regular Interest on such Distribution Date.
Class IIILTY4 Regular Interest: The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein.
Class IIILTY5 Principal Distribution Amount: For any Distribution Date, the amount, if any, distributed as principal to the Class IIY3 Regular Interest on such Distribution Date.
Class IIILTY5 Regular Interest: The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein.
Class Notional Amount: With respect to the Class CX1 Certificates and the Class CX1L Regular Interest, the Class CX1L Notional Amount. With respect to the Class CX2PPP Certificates and the Class CX2PPPL Regular Interest, the Class CX2PPPL Notional Amount. With respect to the Class EXPPP Certificates and the Class EXPPPL Regular Interest, the Class EXPPPL Notional Amount. With respect to the Class FX Certificates and the Class FXM and the Class FXL Regular Interests, the Class FX Notional Amount With respect to the Class 5XPPP Certificates and the Class 5XPPPL Regular Interest, the Class 5XPPPL Notional Amount.
Class Principal Balance: For any Class of REMIC I, REMIC II, REMIC III or REMIC IV Regular Interests and for the Class R1 Residual Interest, the applicable initial Class Principal Balance therefor set forth in the Preliminary Statement hereto (or, in the case of the Class R Certificates, the Class Principal Balance of the Class R1 Residual Interest), corresponding to the rights of such Class in payments of principal due to be passed through to such Class (or, in the case of each of the Class CA1BL, Class CA1CL, Class CX1L and Class CX2PPPL, Class DA1BL, Class DA1CL, Class EXPPPL and Class 5XPPPL Regular Interests, to the Components of such Class) from principal payments on the related Mortgage Loans or the REMIC I, REMIC II or REMIC III Regular Interests, as applicable, as reduced from time to time by (x) distributions of principal to such Class (or to the Components thereof) and (y) the portion of Realized Losses allocated to the Class Principal Balance of such Class (or to the Component Principal Balances of the Components thereof) pursuant to the definition of “Realized Loss” with respect to a given Distribution Date, and as increased from time to time by the portion of Net Negative Amortization Amounts allocated to the Class Principal Balance of such Class (or to the Component Principal Balances of the Components thereof) pursuant to the definition of “Net Negative Amortization Amount” with respect to a given Distribution Date; and for any Class of Certificates (other than the Class R and Class FX Certificates), the Class Principal Balance of the Corresponding Class of REMIC IV Regular Interests. For any Distribution Date, the reduction of the Class Principal Balance of any Class of Certificates and REMIC IV Regular Interests pursuant to the definition of “Realized Loss” and the increase in the Class Principal Balance of any Class of Certificates and REMIC IV Regular Interests pursuant to the definition of “Net Negative Amortization Amount” shall be deemed effective after the determination and distribution of principal on such Class pursuant to the definition of “REMIC IV Distribution Amount.” For any Distribution Date, the reduction of the Class Principal Balance of any Class of REMIC I, REMIC II or REMIC III Regular Interests pursuant to the definition of “Realized Loss” and the increase in the Class Principal Balance of any Class of REMIC I, REMIC II or REMIC III Regular Interests pursuant to the definition of “Net Negative Amortization Amount” shall be deemed effective before the determination and distribution of principal on such Class pursuant to the definitions of “REMIC I Distribution Amount,” “REMIC II Distribution Amount” and “REMIC III Distribution Amount.”
Notwithstanding the foregoing, (A) any amounts distributed in respect of Realized Losses allocable to principal pursuant to paragraph (I)(C)(xliii), (II)(A)(v), (II)(B)(v), (III)(D)(xxxi), (IV)(A)(v), (IV)(B)(v) or (IV)(B)(v) of the definition of “REMIC IV Distribution Amount” shall not cause a reduction in the Class Principal Balances of the REMIC IV Regular Interests or their Corresponding Classes, (B) any amounts distributed in respect of Realized Losses allocable to principal pursuant to clauses (I)(iv) and (II)(iv) of the definition of “REMIC III Distribution Amount” shall not cause a reduction in the Class Principal Balances of the REMIC III Regular Interests, (C) any amounts distributed in respect of Realized Losses allocable to principal pursuant to clause (d)(i) of the definition of “REMIC II Distribution Amount” shall not cause a reduction in the Class Principal Balances of the REMIC II Regular Interests and (D) any amounts distributed in respect of Realized Losses allocable to principal pursuant to clause (c)(i) of the definition of “REMIC I Distribution Amount” shall not cause a reduction in the Class Principal Balances of the REMIC I Regular Interests.
In addition to the foregoing, on each Distribution Date, the Class Principal Balance of the Class of Group LB Certificates with the lowest priority then outstanding (and its Corresponding Class of REMIC IV Regular Interests) shall be increased by an amount equal to the lesser of (i) the Subsequent Recoveries for Loan Group 1 and Loan Group 2 for such Distribution Date and (ii) the amount of Realized Losses allocated to such Class on previous Distribution Dates (the amount in this clause (ii) reduced by the amount, if any, by which such Class Principal Balance has been increased on prior Distribution Dates pursuant to this paragraph).
In addition to the foregoing, on each Distribution Date, the Class Principal Balance of the Class of Group MB Certificates with the lowest priority then outstanding (and its Corresponding Class of REMIC IV Regular Interests) shall be increased by an amount equal to the lesser of (i) the Subsequent Recoveries for Loan Group 3, Loan Group 4 and Loan Group 5 for such Distribution Date and (ii) the amount of Realized Losses allocated to such Class on previous Distribution Dates (the amount in this clause (ii) reduced by the amount, if any, by which such Class Principal Balance has been increased on prior Distribution Dates pursuant to this paragraph).
The Class Principal Balance for the Class 1A Certificates shall be referred to as the “Class 1A Principal Balance,” the Class Principal Balance for the Class 1AL Regular Interest shall be referred to as the “Class 1AL Principal Balance” and so on. The Class Principal Balance for (i) each Class of Class CX1L, Class CX2PPPL and Class EXPPP Regular Interests and Class CX1, Class CX2PPP and Class EXPPP Certificates shall each be zero as of the Closing Date and shall increase after the Closing Date by the portion, if any, of the related Net Negative Amortization Amount allocated to the Class X PO Components of such Class pursuant to the definition of “Net Negative Amortization Amount” and (ii) the Class 5XPPPL Regular Interest and Class 5XPPP Certificates shall each be zero as of the Closing Date and shall increase after the Closing Date by the portion, if any, of the related Net Negative Amortization Amount allocated to such Class pursuant to the definition of “Net Negative Amortization Amount”.
Class R Certificates: The Certificates designated as “Class R” on the face thereof in substantially the form attached hereto as Exhibit B, representing ownership of the Class R1, Class R2, Class R3 and Class R4 Residual Interests, each of which Class of Residual Interests has been designated as the sole class of “residual interest” in REMIC I, REMIC II, REMIC III and REMIC IV, respectively, pursuant to Section 2.06, Section 2.06, Section 2.13 and Section 2.16, respectively, for purposes of Section 860G(a)(2) of the Code.
Class R Residual Interests: The Class R1, Class R2, Class R3 and Class R4 Residual Interests (which shall be transferable only as a unit evidenced by the Class R Certificates, in accordance with the applicable provisions of Section 5.01).
Class R1 Residual Interest: The uncertificated undivided beneficial interest in REMIC I which has been designated as the single class of “residual interest” in REMIC I pursuant to Section 2.06.
Class R2 Residual Interest: The uncertificated undivided beneficial interest in REMIC II which has been designated as the single class of “residual interest” in REMIC II pursuant to Section 2.13.
Class R3 Residual Interest: The uncertificated undivided beneficial interest in REMIC III which has been designated as the single class of “residual interest” in REMIC III pursuant to Section 2.16.
Class R4 Residual Interest: The uncertificated undivided beneficial interest in REMIC IV which has been designated as the single class of “residual interest” in REMIC IV pursuant to Section 2.16.
Class X Certificates: The Class CX1, Class CX2PPP, Class EXPPP, Class FX and Class 5XPPP Certificates.
Class X IO Component: The Class CX1 Subgroup 1A IO Component, Class CX1 Subgroup 2A IO Component, Class CX2PPP Subgroup 1B IO Component, Class CX2PPP Subgroup 2B IO Component, Class EXPPP Loan Group 3 IO Component or Class EXPPP Loan Group 4 IO Component, as applicable.
Class X PO Component: The Class CX1 Subgroup 1A PO Component, Class CX1 Subgroup 2A PO Component, Class CX2PPP Subgroup 1B PO Component, Class CX2PPP Subgroup 2B PO Component, Class EXPPP Loan Group 3 PO Component or Class EXPPP Loan Group 4 PO Component, as applicable.
Class XL Regular Interests: The Class CX1L, Class CX2PPPL, Class EXPPPL, Class FXPPPL and Class 5XPPPL Regular Interests.
Class Y Regular Interests: The Class IY1, Class IY2, Class IIY1, Class IIY2 and Class IIY3 Regular Interests.
Class IY1 Regular Interest: The uncertificated partial undivided beneficial ownership interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.
Class IY1 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the Class IY1 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class IY1 Regular Interest on such Distribution Date.
Class IY2 Regular Interest: The uncertificated partial undivided beneficial ownership interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.
Class IY2 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the Class IY2 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class IY2 Regular Interest on such Distribution Date.
Class IIY1 Regular Interest: The uncertificated partial undivided beneficial ownership interest in REMIC II which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.
Class IIY1 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the Class IIY1 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class IIY1 Regular Interest on such Distribution Date.
Class IIY2 Regular Interest: The uncertificated partial undivided beneficial ownership interest in REMIC II which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.
Class IIY2 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the Class IIY2 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class IIY2 Regular Interest on such Distribution Date.
Class IIY3 Regular Interest: The uncertificated partial undivided beneficial ownership interest in REMIC II which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.
Class IIY3 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the Class IIY3 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class IIY3 Regular Interest on such Distribution Date.
Class Y Principal Reduction Amounts: For any Distribution Date, the amounts by which the Class Principal Balances of the Class IY1, Class IY2, Class IIY1, Class IIY2 and Class IIY3 Regular Interests, respectively, will be reduced on such Distribution Date by the allocation of Realized Losses and the distribution of principal, determined as described in Appendix 1.
Class Z Regular Interests: The Class IZ1, Class IZ2, Class IIZ1, Class IIZ2 and Class IIZ3 Regular Interests.
Class Z Principal Reduction Amounts: For any Distribution Date, the amounts by which the Class Principal Balances of the Class IZ1, Class IZ2, Class IIZ1, Class IIZ2 and Class IIZ3 Regular Interests, respectively, will be reduced on such Distribution Date by the allocation of Realized Losses and the distribution of principal, which shall be in each case the excess of (A) the sum of (x) the excess of (1) the REMIC I Available Distribution Amount, in the case of the Class IZ1 and Class IZ2 Regular Interests and (2) the REMIC II Available Distribution Amount, in the case of the Class IIZ1, Class IIZ2 and Class IIZ3 Regular Interests for the related Loan Group (i.e. the “related Loan Group” for the Class IZ1 Regular Interest is Loan Group 1, the “related Loan Group” for the Class IZ2 Regular Interest is Loan Group 2, the “related Loan Group” for the Class IIZ1 Regular Interest is Loan Group 3, the “related Loan Group” for the Class IIZ2 Regular Interest is Loan Group 4 and the “related Loan Group” for the Class IIZ3 Regular Interest is Loan Group 5) over the sum of the amounts thereof distributable (i) in respect of interest on such Class Z Regular Interest and the related Class Y Regular Interest, (ii) to such Class Z Regular Interest and the related Class Y Regular Interest pursuant to (1) clause (c)(i) of the definition of “REMIC I Distribution Amount,” in the case of the Class IZ1 and Class IZ2 Regular Interests and (2) clause (d)(i) of the definition of “REMIC II Distribution Amount,” in the case of the Class IIZ1, Class IIZ2 and Class IIZ3 Regular Interests and (iii) in the case of Loan Group 1, to the Class R‑1 Residual Interest and (y) the amount of Realized Losses allocable to principal for the related Loan Group over (B) the Class Y Principal Reduction Amount for the related Loan Group.
Class IZ1 Regular Interest: The uncertificated partial undivided beneficial ownership interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.
Class IZ1 Principal Distribution Amount: or any Distribution Date, the excess, if any, of the Class IZ1 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class IZ1 Regular Interest on such Distribution Date.
Class IZ2 Regular Interest: The uncertificated partial undivided beneficial ownership interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.
Class IZ2 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the Class IZ2 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class IZ2 Regular Interest on such Distribution Date.
Class IIZ1 Regular Interest: The uncertificated partial undivided beneficial ownership interest in REMIC II which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.
Class IIZ1 Principal Distribution Amount: or any Distribution Date, the excess, if any, of the Class IIZ1 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class IIZ1 Regular Interest on such Distribution Date.
Class IIZ2 Regular Interest: The uncertificated partial undivided beneficial ownership interest in REMIC II which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.
Class IIZ2 Principal Distribution Amount: or any Distribution Date, the excess, if any, of the Class IIZ2 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class IIZ2 Regular Interest on such Distribution Date.
Class IIZ3 Regular Interest: The uncertificated partial undivided beneficial ownership interest in REMIC II which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.
Class IIZ3 Principal Distribution Amount: or any Distribution Date, the excess, if any, of the Class IIZ3 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class IIZ3 Regular Interest on such Distribution Date.
Groups 12 CleanUp Call Option Date: The date on which the aggregate principal balance of the Group 1 and Group 2 Loans has been reduced to less than the CleanUp Call Percentage of that balance as of the CutOff Date.
Groups 12 Excess Liquidation Proceeds: With respect to any Distribution Date, the sum of (i) the excess, if any, of aggregate Liquidation Proceeds and Insurance Proceeds received with respect to the Group 1 and Group 2 Loans during the Prior Period over the amount that would have been received if Payoffs had been made with respect to such Mortgage Loans during such Prior Period and (ii) any Excess Subsequent Recoveries for Loan Group 1 or Loan Group 2 for such Distribution Date.
Groups 35 CleanUp Call Option Date: The date on which the aggregate principal balance of the Group 3, Group 4 and Group 5 Loans has been reduced to less than the CleanUp Call Percentage of that balance as of the CutOff Date.
Groups 35 Excess Liquidation Proceeds: With respect to any Distribution Date, the sum of (i) the excess, if any, of aggregate Liquidation Proceeds and Insurance Proceeds received with respect to the Group 3, Group 4 and Group 5 Loans during the Prior Period over the amount that would have been received if Payoffs had been made with respect to such Mortgage Loans during such Prior Period and (ii) any Excess Subsequent Recoveries for Loan Group 3, Loan Group 4 or Loan Group 5 for such Distribution Date.
CleanUp Call Percentage: 10%.
Clearing Agency: An organization registered as a “clearing agency” pursuant to Section 17A of the Securities Exchange Act of 1934, as amended, which initially shall be DTC.
Closing Date: March 28, 2007.
Code: The Internal Revenue Code of 1986, as amended.
Commission: The Securities and Exchange Commission.
Company: The meaning specified in the introductory paragraph hereof.
Complying Insurance Company: With respect to a transfer of a Certificate, a transferee that satisfies the following conditions: (i) such transferee is an insurance company, (ii) the source of funds used by it to acquire or hold such Certificate is an “insurance company general account” (within the meaning of Department of Labor Prohibited Transaction Class Exemption (“PTCE”) 9560) and (iii) the conditions in Sections I and III of PTCE 9560 have been satisfied.
Component: The Class CA1B Group 1 Component, the Class CA1B Group 2 Component, the Class CA1C Group 1 Component, the Class CA1C Group 2 Component, the Class CX1 Subgroup 1A IO Component, the Class CX1 Subgroup 1A PO Component, the Class CX1 Subgroup 2A IO Component, the Class CX1 Subgroup 2A PO Component, the Class CX2PPP Subgroup 1B IO Component, the Class CX2PPP Subgroup 1B PO Component, the Class CX2PPP Subgroup 2B IO Component, the Class CX2PPP Subgroup 2B Component, the Class DA1B Group 3 Component, the Class DA1B Group 4 Component, the Class DA1B Group 5 Component, the Class DA1C Group 3 Component, the Class DA1C Group 4 Component, the Class DA1C Group 5 Component, the Class EXPPP Loan Group 3 IO Component, the Class EXPPP Loan Group 3 PO Component, the Class EXPPP Loan Group 4 IO Component or the Class EXPPP Loan Group 4 PO Component, as applicable.
Component Principal Balance: For any Component of the Class CA1BL, Class CA1CL, Class CX1L, Class CX2PPPL, Class DA1BL, Class DA1CL and Class EXPPPL Regular Interests (other than the Class X IO Components), the applicable initial Component Principal Balance therefor set forth in the Preliminary Statement hereto, corresponding to the rights of the related Class in payments of principal due to be passed through to such Class in respect of such Component from principal payments on the REMIC IV Regular Interests, as reduced from time to time by (x) distributions of principal in reduction of such Component Principal Balance and (y) the portion of Realized Losses allocated in reduction of such Component Principal Balance pursuant to the definition of “Realized Loss” with respect to a given Distribution Date, and as increased from time to time by the portion of Net Negative Amortization Amounts allocated to such Component Principal Balance pursuant to the definition of “Net Negative Amortization Amount” with respect to a given Distribution Date. For any Distribution Date, the reduction of each Component Principal Balance pursuant to the definition of “Realized Loss” and the increase in a Component Principal Balance pursuant to the definition of “Net Negative Amortization Amount” shall be deemed effective after the determination and distribution of principal in reduction of such Component Principal Balance pursuant to the definition of “REMIC IV Distribution Amount.”
Notwithstanding the foregoing, any amounts distributed in respect of Realized Losses allocable to principal pursuant to paragraph (I)(C)(xliii), (II)(A)(v), (II)(B)(v), (III)(D)(xxxi), (IV)(A)(v), (IV)(B)(v) or (IV)(C)(v) of the definition of “REMIC IV Distribution Amount” shall not cause a reduction in the Component Principal Balance of any Component of the Class CA1BL, Class CA1CL, Class CX1L, Class CX2PPPL, Class DA1BL, Class DA1CL and Class EXPPPL Regular Interests.
The Component Principal Balance for the Class CA1B Group 1 Component shall be referred to as the “Class CA1B Group 1 Component Principal Balance,” the Component Principal Balance for the Class CA1B Group 2 Component shall be referred to as the “Class CA1B Group 2 Component Principal Balance” and so on. The Component Principal Balance for each Class X PO Component shall be zero as of the Closing Date and shall increase after the Closing Date by the portion, if any, of the related Net Negative Amortization Amount allocated to such Component pursuant to the definition of “Net Negative Amortization Amount”.
Cooperative: A private cooperative housing corporation which owns or leases land and all or part of a building or buildings, including apartments, spaces used for commercial purposes and common areas therein and whose board of directors authorizes, among other things, the sale of Cooperative Stock.
Cooperative Apartment: A dwelling unit in a multidwelling building owned or leased by a Cooperative, which unit the Mortgagor has an exclusive right to occupy pursuant to the terms of a proprietary lease or occupancy agreement.
Cooperative Lease: With respect to a Cooperative Loan, the proprietary lease or occupancy agreement with respect to the Cooperative Apartment occupied by the Mortgagor and relating to the related Cooperative Stock, which lease or agreement confers an exclusive right to the holder of such Cooperative Stock to occupy such apartment.
Cooperative Loans: Any of the Mortgage Loans made in respect of a Cooperative Apartment, evidenced by a Mortgage Note and secured by the related Cooperative Stock and the related Cooperative Lease, together with (i) the related Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) the related assignment or mortgage of the Cooperative Lease, (iv) the related financing statements, (v) the related stock power or other similar instrument and (vi) the related Recognition Agreement
Cooperative Stock: With respect to a Cooperative Loan, the stock, partnership interest or other ownership instrument in the related Cooperative.
Cooperative Stock Certificate: With respect to a Cooperative Loan, the stock certificate or other instrument evidencing the related Cooperative Stock.
Corporate Trust Office: The corporate trust 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 Agreement is located at 135 South LaSalle Street, Suite 1511, Chicago, Illinois, 60603, Attention: Global Securities and Trust Services – WMALT Series 2007OA3.
Corporation: Any Person (other than an individual, partnership, joint venture or unincorporated organization) incorporated, associated, organized, chartered or existing under the laws of any state or under the federal laws of the United States of America; provided, that such Person have indefinite existence under the law of its domicile.
Corresponding Class: With respect to the Certificates and the REMIC IV Regular Interests, the “Corresponding Class” shall be as indicated in the following table:
Class 1AL 


Class 1A 
Class 2AL 


Class 2A 
Class 3AL 


Class 3A 
Class 4A1L 


Class 4A1 
Class 4A2L 


Class 4A2 
Class 4ABL 


Class 4AB 
Class 5AL 


Class 5A 
Class CA1BL 


Class CA1B 
Class CA1CL 


Class CA1C 
Class DA1BL 


Class DA1B 
Class DA1CL 


Class DA1C 
Class CX1L 


Class CX1 
Class CX2PPPL 


Class CX2PPP 
Class EXPPPL 


Class EXPPP 
Class 5XPPPL 


Class 5XPPP 
Class LB1L 


Class LB1 
Class LB2L 


Class LB2 
Class LB3L 


Class LB3 
Class LB4L 


Class LB4 
Class LB5L 


Class LB5 
Class LB6L 


Class LB6 
Class LB7L 


Class LB7 
Class LB8L 


Class LB8 
Class LB9L 


Class LB9 
Class LB10L 


Class LB10 
Class LB11L 


Class LB11 
Class LB12L 


Class LB12 
Class LB13L 


Class LB13 
Class LB14L 


Class LB14 
Class MB1L 


Class MB1 
Class MB2L 


Class MB2 
Class MB3L 


Class MB3 
Class MB4L 


Class MB4 
Class MB5L 


Class MB5 
Class MB6L 


Class MB6 
Class MB7L 


Class MB7 
Class MB8L 


Class MB8 
Class MB9L 


Class MB9 
Class MB10L 


Class MB10 
Countrywide: Countrywide Home Loans, Inc., or any successor thereto or assignee thereof under the Countrywide Agreement as provided therein, or any successor thereto appointed under this Agreement.
Countrywide Agreement: The Master Mortgage Loan Purchase and Servicing Agreement, dated as of November 1, 2005, as amended as of January 27, 2006 and March 28, 2007, by and between Washington Mutual Mortgage Securities Corp. and Countrywide Home Loans, Inc., as such agreement may hereafter be amended as permitted hereunder.
Countrywide Compensating Interest: For any Distribution Date, the amount (equal to the lesser of (i) the Prepayment Interest Shortfall Amount (as defined in the Countrywide Agreement) and (ii) the related Countrywide Servicing Fee) required to be deposited by Countrywide in the Countrywide Custodial Account with respect to the Countrywide Loans in the month of such Distribution Date pursuant to clause (ix) of the second paragraph of Section 11.04 of the Countrywide Servicing Addendum. For any Distribution Date, the Countrywide Compensating Interest for such Distribution Date shall be allocated among the Loan Groups, pro rata according to the aggregate Uncollected Interest Date with respect to the Mortgage Loans in each Loan Group
Countrywide Custodial Account: The “Custodial Account,” as defined in the Countrywide Agreement.
Countrywide Loans: The Mortgage Loans identified on the Mortgage Loan Schedule as being serviced by Countrywide Home Loans, Inc.
Countrywide Servicing Addendum: Exhibit 9 to the Countrywide Agreement.
Countrywide Servicing Fee: For each Countrywide Loan, the fee payable to Countrywide under the Countrywide Agreement, equal to 1/12 of the product of (i) the Servicing Fee Rate for such Countrywide Loan and (ii) the outstanding Principal Balance of such Countrywide Loan. In addition, Countrywide will be paid such additional servicing compensation as is provided under the Countrywide Agreement.
Credit Support Depletion Date: For (i) the Class 1A, Class 2A, Class CA1B, Class CA1C, Class CX1 and Class CX2PPP Certificates The first Distribution Date on which the aggregate Class Principal Balance of the Group LB Certificates has been or will be reduced to zero as a result of principal distributions thereon and the allocation of Realized Losses on such Distribution Date and (ii) the Class 3A, Class 4A1, Class 4A2, Class 4AB, Class 5A, Class DA1B, Class DA1C, Class EXPPP, Class FX and Class 5XPPP Certificates The first Distribution Date on which the aggregate Class Principal Balance of the Group MB Certificates has been or will be reduced to zero as a result of principal distributions thereon and the allocation of Realized Losses on such Distribution Date.
Cumulative CarryForward Subsequent Recoveries Amount: For any Distribution Date and any of Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4 or Loan Group 5, the sum of (i) the CarryForward Subsequent Recoveries Amount for such Distribution Date for such Loan Group and (ii) the CarryForward Subsequent Recoveries Amounts for prior Distribution Dates for such Loan Group to the extent such CarryForward Subsequent Recoveries Amounts have not been applied in reduction of Realized Losses on prior Distribution Dates pursuant to the first paragraph of the definition of “Realized Loss” herein.
Current LoantoValue Ratio: The Principal Balance of a Mortgage Loan as of the applicable date of substitution divided by the Appraised Value.
Curtailment: Any payment of principal on a Mortgage Loan, made by or on behalf of the related Mortgagor, other than a Minimum Monthly Payment, a Prepaid Monthly Payment or a Payoff, which is applied to reduce the outstanding principal balance of the Mortgage Loan. (Prepayment penalties are not payments of principal and hence Curtailments do not include prepayment penalties.)
Curtailment Shortfall: For any Distribution Date and for any Curtailment received in the Prior Period, an amount equal to one month’s interest on such Curtailment at the PassThrough Rate for the applicable Mortgage Loan.
Custodial Account for P&I: A custodial account for principal and interest established and maintained by the Servicer pursuant to Section 3.02 either (a) with the corporate trust department of the Trustee or another financial institution selected by the Servicer such that the rights of the Servicer, the Trustee, the Trust, the Delaware Trustee and the Certificateholders thereto shall be fully protected against the claims of any creditors or depositors of the institution in which such account is maintained, (b) within FDIC insured accounts created, maintained and monitored by the Servicer or (c) as a separate account at an Eligible Institution. In the event that a Custodial Account for P&I is established pursuant to clause (b) of the preceding sentence, amounts held in such Custodial Account for P&I shall not exceed the level of deposit insurance coverage on such account; accordingly, more than one Custodial Account for P&I may be established. In the event that a Custodial Account for P&I is established pursuant to clause (c) it shall be entitled "[Name of Servicer] in trust for holders of Washington Mutual Mortgage PassThrough Certificates, WMALT Series 2007OA3."
Custodial Agreement: The agreement, if any, between the Trustee and a Custodian (or the Trustee, a Custodian and the Servicer) providing for the safekeeping of the Mortgage Files on behalf of the Trust.
Custodian: Any custodian which is appointed by the Trustee with the consent of the Servicer, as provided in Article II hereof, pursuant to a Custodial Agreement. Any Custodian shall act as agent on behalf of the Trustee. The reasonable fees and expenses of the Custodian shall be paid by the Servicer.
CutOff Date: March 1, 2007.
Definitive Certificates: Certificates in definitive, fully registered and certificated form.
Delaware Trustee: Christiana Bank & Trust Company, or its successorininterest as provided in Section 8.09, or any successor trustee appointed as herein provided.
Depositary Agreement: The Letter of Representations, dated March 27, 2007 by and among DTC, the Trust and the Trustee. The Trustee is authorized to enter into the Depositary Agreement on behalf of the Trust.
Destroyed Mortgage Note: A Mortgage Note the original of which (or a portion of the original of which) was permanently lost or destroyed and has not been replaced.
Determination Date: A day not earlier than the 14th day and not later than the 18th day of the calendar month of the related Distribution Date, as determined by the Servicer.
Disqualified Organization: Any Person which is not a Permitted Transferee, but does not include any PassThrough Entity which owns or holds a Residual Certificate and of which a Disqualified Organization, directly or indirectly, may be a stockholder, partner or beneficiary.
Distribution Date: With respect to distributions on the REMIC I, REMIC III and REMIC IV Regular Interests and the Certificates, the 25th day (or, if such 25th day is not a Business Day, the Business Day immediately succeeding such 25th day) of each month, with the first such date being April 25, 2007. The “related Due Date” for any Distribution Date is the Due Date immediately preceding such Distribution Date.
DTC: The Depository Trust Company.
DTC Participant: A Person for whom DTC effects bookentry transfers and pledges of securities deposited with DTC.
Due Date: The day on which the Minimum Monthly Payment for each Mortgage Loan is due.
Eligible Institution: An institution having (i) the highest shortterm debt rating, and one of the two highest longterm debt ratings, of the Rating Agencies, (ii) with respect to any Custodial Account for P&I, an unsecured longterm debt rating of at least one of the two highest unsecured longterm debt ratings of the Rating Agencies, (iii) with respect to any Buydown Fund Account or Custodial Account which also serves as a Buydown Fund Account, the highest unsecured longterm debt rating by the Rating Agencies, or (iv) the approval of the Rating Agencies. Notwithstanding the foregoing, Washington Mutual Bank shall be an “Eligible Institution” if the following conditions are satisfied: (i) Washington Mutual Bank is acting as Servicer, (ii) if S&P is a Rating Agency as defined herein, the longterm unsecured debt obligations of Washington Mutual Bank are rated no lower than “A” by S&P and the shortterm unsecured debt obligations of Washington Mutual Bank are rated no lower than “A2” by S&P, (iii) if Fitch is a Rating Agency as defined herein, the longterm unsecured debt obligations of Washington Mutual Bank are rated no lower than “A” by Fitch and the shortterm unsecured debt obligations of Washington Mutual Bank are rated no lower than “F1” by Fitch and (iv) if Moody’s is a Rating Agency as defined herein, the longterm unsecured debt obligations of Washington Mutual Bank are rated no lower than “A2” by Moody’s and the shortterm unsecured debt obligations of Washington Mutual Bank are rated no lower than “P1” by Moody’s; provided, that if the longterm or shortterm unsecured debt obligations of Washington Mutual Bank are downgraded by any of the Rating Agencies to a rating lower than the applicable rating specified in this sentence, Washington Mutual Bank shall cease to be an “Eligible Institution” ten Business Days after it receives notification of such downgrade.
Eligible Investments: The investment property or other property listed below:
(i) Obligations of, or guaranteed as to principal and interest by, the United States or any agency or instrumentality thereof when such obligations are backed by the full faith and credit of the United States;
(ii) Repurchase agreements on obligations described in clause (i) of this definition of “Eligible Investments,” provided that the unsecured obligations of the party (including the institution acting as Trustee) agreeing to repurchase such obligations have at the time one of the two highest short term debt ratings of the Rating Agencies and provided that such repurchaser’s unsecured long term debt has one of the two highest unsecured long term debt ratings of the Rating Agencies;
(iii) Federal funds, certificates of deposit, time deposits and bankers’ acceptances of the institution acting as Trustee or any bank or trust company incorporated under the laws of the United States or any state, provided that the debt obligations of such bank or trust company (or, in the case of the principal bank in a bank holding company system, debt obligations of the bank holding company) at the date of acquisition thereof have one of the two highest short term debt ratings of the Rating Agencies and unsecured long term debt has one of the two highest unsecured long term debt ratings of the Rating Agencies;
(iv) Obligations of, or obligations guaranteed by, any state of the United States or the District of Columbia, provided that such obligations at the date of acquisition thereof shall have the highest longterm debt ratings available for such securities from the Rating Agencies;
(v) Commercial paper of any corporation incorporated under the laws of the United States or any state thereof, which on the date of acquisition has the highest commercial paper rating of the Rating Agencies, provided that the corporation has unsecured long term debt that has one of the two highest unsecured long term debt ratings of the Rating Agencies;
(vi) Securities (other than stripped bonds or stripped coupons) bearing interest or sold at a discount that are issued by any corporation incorporated under the laws of the United States or any state thereof and have the highest longterm unsecured rating available for such securities from the Rating Agencies; provided, however, that securities issued by any such corporation will not be Eligible Investments to the extent that investment therein would cause the outstanding principal amount of securities issued by such corporation that are then held as part of the Investment Account or the Certificate Account to exceed 20% of the aggregate principal amount of all Eligible Investments then held in the Investment Account and the Certificate Account; and
(vii) Units of taxable money market funds (which may be 12LB1 funds, as contemplated under the rules promulgated by the Commission under the Investment Company Act of 1940), which funds have the highest rating available for such securities from the Rating Agencies or which have been designated in writing by the Rating Agencies as Eligible Investments;
provided, however, that such investment property or other property is held for a temporary period pursuant to Section 1.860G2(g)(1) of the Treasury Regulations, and that such period can in no event exceed thirteen months.
In no event shall an instrument or security be an Eligible Investment if such instrument or security (a) evidences a right to receive only interest payments with respect to the obligations underlying such instrument or (b) has been purchased at a price greater than the outstanding principal balance of such instrument.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
ERISA Restricted Certificate: Any Senior Subordinate Certificate.
ERISA Super Restricted Certificate: Any Junior Subordinate Certificate.
Event of Default: The meaning specified in Section 7.01.
Excess Liquidation Proceeds: With respect to any Distribution Date, the Groups 12 Excess Liquidation Proceeds and the Groups 35 Excess Liquidation Proceeds. sum of (i) the excess, if any, of aggregate Liquidation Proceeds and Insurance Proceeds received with respect to the Group 1 and Group 2 Loans during the Prior Period over the amount that would have been received if Payoffs had been made with respect to such Mortgage Loans during such Prior Period and (ii) any Excess Subsequent Recoveries for Loan Group 1 or Loan Group 2 for such Distribution Date.
Excess Subsequent Recoveries: For any Distribution Date and any Loan Group, the excess, if any, of (i) amounts received by the Servicer or Countrywide, as applicable, during the Prior Period in connection with the liquidation of defaulted Mortgage Loans in such Loan Group after such Mortgage Loans became Liquidated Mortgage Loans over (ii) the Subsequent Recoveries (other than any Repurchase Proceeds included therein) for such Loan Group for such Distribution Date.
Fannie Mae: The Federal National Mortgage Association and any successor thereto.
FDIC: The Federal Deposit Insurance Corporation, or any successor thereto.
FHA: The Federal Housing Administration, or any successor thereto.
Final Maturity Date: With respect to each Class of the REMIC I, REMIC III and REMIC IV Regular Interests and the Residual Interests, the date set forth in the applicable table contained in the Preliminary Statement hereto.
Fitch: Fitch Ratings, provided that at the applicable time it is a Rating Agency.
Freddie Mac: The Federal Home Loan Mortgage Corporation and any successor thereto.
Group 1 Loans: The Mortgage Loans designated on the Mortgage Loan Schedule as Group 1 Loans.
Group 1 Senior Liquidation Amount: For any Distribution Date, the sum of (A) the aggregate, for each Group 1 Loan which became a Liquidated Mortgage Loan during the Prior Period, of the lesser of: (i) the Group 1 Senior Percentage of the Principal Balance of such Mortgage Loan immediately before such Distribution Date and (ii) the Group 1 Senior Prepayment Percentage of the Liquidation Principal with respect to such Mortgage Loan and (B) the Group 1 Senior Prepayment Percentage of any Subsequent Recoveries for Loan Group 1.
Group 1 Senior Percentage: For any Distribution Date, the lesser of (i) 100% and (ii) the sum of the aggregate Class Principal Balance of the Class 1A and Residual Certificates and the aggregate Component Principal Balance of the Class CA Group 1, Class CX1 Subgroup 1A PO and Class CX2PPP Subgroup 1B PO Components divided by the aggregate Principal Balance of the Group 1 Loans, in each case immediately before such Distribution Date.
Group 1 Senior Prepayment Percentage or Group 2 Senior Prepayment Percentage: Subject to the immediately succeeding paragraph, (A) for any Distribution Date prior to the tenth anniversary of the first Distribution Date, each of the Group 1 Senior Prepayment Percentage and the Group 2 Senior Prepayment Percentage shall equal 100% and (B) for any Distribution Date on or after the tenth anniversary of the first Distribution Date, the Group 1 Senior Prepayment Percentage and the Group 2 Senior Prepayment Percentage shall be calculated as follows: (1) for any such Distribution Date on or after the tenth anniversary but before the eleventh anniversary of the first Distribution Date, the Group 1 Senior Percentage or the Group 2 Senior Percentage, as applicable, for such Distribution Date plus 70% of the Subordinate Percentage for the related Loan Group for such Distribution Date; (2) for any such Distribution Date on or after the eleventh anniversary but before the twelfth anniversary of the first Distribution Date, the Group 1 Senior Percentage or the Group 2 Senior Percentage, as applicable, for such Distribution Date plus 60% of the Subordinate Percentage for the related Loan Group for such Distribution Date; (3) for any such Distribution Date on or after the twelfth anniversary but before the thirteenth anniversary of the first Distribution Date, the Group 1 Senior Percentage or the Group 2 Senior Percentage, as applicable, for such Distribution Date plus 40% of the Subordinate Percentage for the related Loan Group for such Distribution Date; (4) for any such Distribution Date on or after the thirteenth anniversary but before the fourteenth anniversary of the first Distribution Date, the Group 1 Senior Percentage or the Group 2 Senior Percentage, as applicable, for such Distribution Date plus 20% of the Subordinate Percentage for the related Loan Group for such Distribution Date; and (5) for any such Distribution Date thereafter, the Group 1 Senior Percentage or the Group 2 Senior Percentage, as applicable, for such Distribution Date; provided, however, that (x) for any Distribution Date on or prior to the Distribution Date in March 2010, if (i) the Group LB Percentage for such Distribution Date is greater than or equal to twice the Group LB Percentage as of the Closing Date and (ii) cumulative Realized Losses on the Group 1 and Group 2 Loans allocated to the Group LB Certificates, as a percentage of the aggregate Class Principal Balance of the Group LB Certificates as of the Closing Date, do not exceed 20%, then the Group 1 Senior Prepayment Percentage and the Group 2 Senior Prepayment Percentage shall equal the Group 1 Senior Percentage or the Group 2 Senior Percentage, as applicable, for such Distribution Date plus 50% of the Subordinate Percentage for the related Loan Group for such Distribution Date and (y) for any Distribution Date after the Distribution Date in March 2010, if (i) the Group LB Percentage for such Distribution Date is greater than or equal to twice the Group LB Percentage as of the Closing Date and (ii) cumulative Realized Losses on the Group 1 and Group 2 Loans allocated to the Group LB Certificates, as a percentage of the aggregate Class Principal Balance of the Group LB Certificates as of the Closing Date, do not exceed 30%, then the Group 1 Senior Prepayment Percentage and the Group 2 Senior Prepayment Percentage shall equal the Group 1 Senior Percentage or the Group 2 Senior Percentage, as applicable, for such Distribution Date.
Notwithstanding the immediately preceding paragraph, (A) for any Distribution Date, if the Group 1 Senior Percentage for such Distribution Date is greater than the Group 1 Senior Percentage as of the Closing Date or the Group 2 Senior Percentage for such Distribution Date is greater than the Group 2 Senior Percentage as of the Closing Date, then each of the Group 1 Senior Prepayment Percentage and the Group 2 Senior Prepayment Percentage shall equal 100%, (B) for any Distribution Date on or before the tenth anniversary of the first Distribution Date, if any of the tests specified in clauses (a) through (d) below is met, then each of the Group 1 Senior Prepayment Percentage and the Group 2 Senior Prepayment Percentage shall equal 100% and (C) for any Distribution Date after the tenth anniversary of the first Distribution Date, if any of the tests specified in clauses (a) through (d) below is met (unless either (x) the Group 1 Senior Percentage for such Distribution Date is greater than the Group 1 Senior Percentage as of the Closing Date, (y) the Group 2 Senior Percentage for such Distribution Date is greater than the Group 2 Senior Percentage as of the Closing Date or (z) there is no Earlier Distribution Date (as defined below), in each of which case each of the Group 1 Senior Prepayment Percentage and the Group 2 Senior Prepayment Percentage shall equal 100%), then each of the Group 1 Senior Prepayment Percentage and the Group 2 Senior Prepayment Percentage shall be calculated as follows: (1) if the most recent preceding Distribution Date on which none of the tests specified in clauses (a) through (d) below was met (such date referred to as the “Earlier Distribution Date”) is on or after the tenth anniversary but before the eleventh anniversary of the first Distribution Date, then the Group 1 Senior Prepayment Percentage and the Group 2 Senior Prepayment Percentage shall equal the Group 1 Senior Percentage or the Group 2 Senior Percentage, as applicable, for the current Distribution Date plus 70% of the Subordinate Percentage for the related Loan Group for the current Distribution Date, (2) if the Earlier Distribution Date is on or after the eleventh anniversary but before the twelfth anniversary of the first Distribution Date, then the Group 1 Senior Prepayment Percentage and the Group 2 Senior Prepayment Percentage shall equal the Group 1 Senior Percentage or the Group 2 Senior Percentage, as applicable, for the current Distribution Date plus 60% of the Subordinate Percentage for the related Loan Group for the current Distribution Date, (3) if the Earlier Distribution Date is on or after the twelfth anniversary but before the thirteenth anniversary of the first Distribution Date, then the Group 1 Senior Prepayment Percentage and the Group 2 Senior Prepayment Percentage shall equal the Group 1 Senior Percentage or the Group 2 Senior Percentage, as applicable, for the current Distribution Date plus 40% of the Subordinate Percentage for the related Loan Group for the current Distribution Date, (4) if the Earlier Distribution Date is on or after the thirteenth anniversary but before the fourteenth anniversary of the first Distribution Date, then the Group 1 Senior Prepayment Percentage and the Group 2 Senior Prepayment Percentage shall equal the Group 1 Senior Percentage or the Group 2 Senior Percentage, as applicable, for the current Distribution Date plus 20% of the Subordinate Percentage for the related Loan Group for the current Distribution Date, and (5) if the Earlier Distribution Date is on or after the fourteenth anniversary of the first Distribution Date, then the Group 1 Senior Prepayment Percentage and the Group 2 Senior Prepayment Percentage shall equal the Group 1 Senior Percentage or the Group 2 Senior Percentage, as applicable, for the current Distribution Date:
(a) the mean aggregate Principal Balance, as of the Distribution Date in each of the immediately preceding six calendar months, of the Group 1 Loans which were 60 or more days delinquent as of such date (including Mortgage Loans in bankruptcy or foreclosure and Mortgaged Properties held by REMIC I) is greater than 50% of the Subordinate Component Balance for Loan Group 1 as of the current Distribution Date,
(b) the mean aggregate Principal Balance, as of the Distribution Date in each of the immediately preceding six calendar months, of the Group 2 Loans which were 60 or more days delinquent as of such date (including Mortgage Loans in bankruptcy or foreclosure and Mortgaged Properties held by REMIC I) is greater than 50% of the Subordinate Component Balance for Loan Group 2 as of the current Distribution Date,
(c) cumulative Realized Losses on the Group 1 Loans allocated to the Group LB Certificates, as a percentage of the Subordinate Component Balance for Loan Group 1 as of the Closing Date, are greater than, for any Distribution Date (1) before the eleventh anniversary of the first Distribution Date, 30%, (2) on or after the eleventh anniversary but before the twelfth anniversary of the first Distribution Date, 35%, (3) on or after the twelfth anniversary but before the thirteenth anniversary of the first Distribution Date, 40%, (4) on or after the thirteenth anniversary but before the fourteenth anniversary of the first Distribution Date, 45%, and (5) on or after the fourteenth anniversary of the first Distribution Date, 50%, or
(d) cumulative Realized Losses on the Group 2 Loans allocated to the Group LB Certificates, as a percentage of the Subordinate Component Balance for Loan Group 2 as of the Closing Date, are greater than, for any Distribution Date (1) before the eleventh anniversary of the first Distribution Date, 30%, (2) on or after the eleventh anniversary but before the twelfth anniversary of the first Distribution Date, 35%, (3) on or after the twelfth anniversary but before the thirteenth anniversary of the first Distribution Date, 40%, (4) on or after the thirteenth anniversary but before the fourteenth anniversary of the first Distribution Date, 45%, and (5) on or after the fourteenth anniversary of the first Distribution Date, 50%.
If on any Distribution Date the allocation to the Class A and Class X Certificates (or Components thereof, as applicable) related to a Loan Group of Principal Prepayments in the percentage required would reduce the aggregate Class Principal Balance (or Component Principal Balance) of such Certificates (or Components) below zero, the Group 1 Senior Prepayment Percentage or the Group 2 Senior Prepayment Percentage, as applicable, for such Distribution Date shall be limited to the percentage necessary to reduce such aggregate Class Principal Balance (or Component Principal Balance) to zero.
Group 1 Senior Principal Distribution Amount: For any Distribution Date, an amount equal to the sum of (a) the Group 1 Senior Percentage of the Principal Payment Amount for Loan Group 1, (b) the Group 1 Senior Prepayment Percentage of the Principal Prepayment Amount for Loan Group 1 and (c) the Group 1 Senior Liquidation Amount.
Group 1 Subordinate Balance: For any date of determination, an amount equal to the then outstanding aggregate Principal Balance of the Group 1 Loans reduced by the sum of the aggregate Class Principal Balance of the Class 1A and Residual Certificates and the aggregate Component Principal Balance of the Class CA Group 1, Class CX1 Subgroup 1A PO and Class CX2PPP Subgroup 1B PO Components.
Group 1 Subordinate Percentage: For any Distribution Date, the excess of 100% over the Group 1 Senior Percentage for such date.
Group 1 Subordinate Prepayment Percentage: For any Distribution Date, the excess of 100% over the Group 1 Senior Prepayment Percentage for such Distribution Date; provided, however, that if the sum of the aggregate Class Principal Balance of the Class 1A and Residual Certificates and the aggregate Component Principal Balance of the Class CA Group 1, Class CX1 Subgroup 1A PO and Class CX2PPP Subgroup 1B PO Components has been reduced to zero, then the Group 1 Subordinate Prepayment Percentage shall equal 100%.
Group 1 Weighted Average Certificate Interest Rate: For any Distribution Date, the weighted average of (a) the Certificate Interest Rates on the Class 1A Certificates, the Class CA Group 1 Components and the Group LB Certificates (each of which Certificate Interest Rates, in the case of the Class CA Group 1 Components and the Group LB Certificates, shall be multiplied by a fraction, the numerator of which is the actual number of days in the related NoDelay Accrual Period and the denominator of which is 30) and (b) if Loan Group 1 is an Overcollateralized Group, the Transfer Rate (such rates weighted, (i) in the case of the Certificate Interest Rate on the Class 1A Certificates and each Class CA Group 1 Component, according to the Class Principal Balance or Component Principal Balance thereof, as applicable, (ii) in the case of the Certificate Interest Rate on each Class of Group LB Certificates, according to a fraction, the numerator of which is the product of the Class Principal Balance thereof and the Subordinate Component Balance for Loan Group 1 and the denominator of which is the aggregate Class Principal Balance of the Group LB Certificates and (iii) in the case of the Transfer Rate, if applicable, according to the Overcollateralization Amount for Loan Group 1).
Group 2 Loans: The Mortgage Loans designated on the Mortgage Loan Schedule as Group 2 Loans.
Group 2 Senior Liquidation Amount: For any Distribution Date, the sum of (A) the aggregate, for each Group 2 Loan which became a Liquidated Mortgage Loan during the Prior Period, of the lesser of: (i) the Group 2 Senior Percentage of the Principal Balance of such Mortgage Loan immediately before such Distribution Date and (ii) the Group 2 Senior Prepayment Percentage of the Liquidation Principal with respect to such Mortgage Loan and (B) the Group 2 Senior Prepayment Percentage of any Subsequent Recoveries for Loan Group 2.
Group 2 Senior Percentage: For any Distribution Date, the lesser of (i) 100% and (ii) the sum of the Class 2A Principal Balance and the aggregate Component Principal Balance of the Class CA Group 2, Class CX1 Subgroup 2A PO and Class CX2PPP Subgroup 2B PO Components divided by the aggregate Principal Balance of the Group 2 Loans, in each case immediately before such Distribution Date.
Group 2 Senior Prepayment Percentage: See the definition of “Group 1 Senior Prepayment Percentage or Group 2 Senior Prepayment Percentage”.
Group 2 Senior Principal Distribution Amount: For any Distribution Date, an amount equal to the sum of (a) the Group 2 Senior Percentage of the Principal Payment Amount for Loan Group 2, (b) the Group 2 Senior Prepayment Percentage of the Principal Prepayment Amount for Loan Group 2 and (c) the Group 2 Senior Liquidation Amount.
Group 2 Subordinate Balance: For any date of determination, an amount equal to the then outstanding aggregate Principal Balance of the Group 2 Loans reduced by the sum of the Class 2A Principal Balance and the aggregate Component Principal Balance of the Class CA Group 2, Class CX1 Subgroup 2A PO and Class CX2PPP Subgroup 2B PO Components.
Group 2 Subordinate Percentage: For any Distribution Date, the excess of 100% over the Group 2 Senior Percentage for such date.
Group 2 Subordinate Prepayment Percentage: For any Distribution Date, the excess of 100% over the Group 2 Senior Prepayment Percentage for such Distribution Date; provided, however, that if the sum of the Class 2A Principal Balance and the aggregate Component Principal Balance of the Class CA Group 2, Class CX1 Subgroup 2A PO and Class CX2PPP Subgroup 2B PO Components has been reduced to zero, then the Group 2 Subordinate Prepayment Percentage shall equal 100%.
Group 2 Weighted Average Certificate Interest Rate: For any Distribution Date, the weighted average of (a) the Certificate Interest Rates on the Class 2A Certificates, the Class CA Group 2 Components and the Group LB Certificates (each of which Certificate Interest Rates, in the case of the Class CA Group 2 Components and the Group LB Certificates, shall be multiplied by a fraction, the numerator of which is the actual number of days in the related NoDelay Accrual Period and the denominator of which is 30) and (b) if Loan Group 2 is an Overcollateralized Group, the Transfer Rate (such rates weighted, (i) in the case of the Certificate Interest Rate on the Class 2A Certificates and each Class CA Group 2 Component, according to the Class Principal Balance or Component Principal Balance thereof, as applicable, (ii) in the case of the Certificate Interest Rate on each Class of Group LB Certificates, according to a fraction, the numerator of which is the product of the Class Principal Balance thereof and the Subordinate Component Balance for Loan Group 2 and the denominator of which is the aggregate Class Principal Balance of the Group LB Certificates and (iii) in the case of the Transfer Rate, if applicable, according to the Overcollateralization Amount for Loan Group 2).
Group 3 Loans: The Mortgage Loans designated on the Mortgage Loan Schedule as Group 3 Loans.
Group 3 Senior Liquidation Amount: For any Distribution Date, the sum of (A) the aggregate, for each Group 3 Loan which became a Liquidated Mortgage Loan during the Prior Period, of the lesser of: (i) the Group 3 Senior Percentage of the Principal Balance of such Mortgage Loan immediately before such Distribution Date and (ii) the Group 3 Senior Prepayment Percentage of the Liquidation Principal with respect to such Mortgage Loan and (B) the Group 3 Senior Prepayment Percentage of any Subsequent Recoveries for Loan Group 3.
Group 3 Senior Percentage: For any Distribution Date, the lesser of (i) 100% and (ii) the sum of the aggregate Class Principal Balance of the Class 3A Certificates and the aggregate Component Principal Balance of the Class DA Group 3 and Class EXPPP Loan Group 3 PO Components divided by the aggregate Principal Balance of the Group 3 Loans, in each case immediately before such Distribution Date.
Group 3 Senior Prepayment Percentage, Group 4 Senior Prepayment Percentage or Group 5 Senior Prepayment Percentage: Subject to the immediately succeeding paragraph, (A) for any Distribution Date prior to the tenth anniversary of the first Distribution Date, each of the Group 3 Senior Prepayment Percentage, the Group 4 Senior Prepayment Percentage and the Group 5 Senior Prepayment Percentage shall equal 100% and (B) for any Distribution Date on or after the tenth anniversary of the first Distribution Date, the Group 3 Senior Prepayment Percentage, the Group 4 Senior Prepayment Percentage and the Group 5 Senior Prepayment Percentage shall be calculated as follows: (1) for any such Distribution Date on or after the tenth anniversary but before the eleventh anniversary of the first Distribution Date, the Group 3 Senior Percentage, the Group 4 Senior Percentage or the Group 5 Senior Percentage, as applicable, for such Distribution Date plus 70% of the Subordinate Percentage for the related Loan Group for such Distribution Date; (2) for any such Distribution Date on or after the eleventh anniversary but before the twelfth anniversary of the first Distribution Date, the Group 3 Senior Percentage, the Group 4 Senior Percentage or the Group 5 Senior Percentage, as applicable, for such Distribution Date plus 60% of the Subordinate Percentage for the related Loan Group for such Distribution Date; (3) for any such Distribution Date on or after the twelfth anniversary but before the thirteenth anniversary of the first Distribution Date, the Group 3 Senior Percentage, the Group 4 Senior Percentage or the Group 5 Senior Percentage, as applicable, for such Distribution Date plus 40% of the Subordinate Percentage for the related Loan Group for such Distribution Date; (4) for any such Distribution Date on or after the thirteenth anniversary but before the fourteenth anniversary of the first Distribution Date, the Group 3 Senior Percentage, the Group 4 Senior Percentage or the Group 5 Senior Percentage, as applicable, for such Distribution Date plus 20% of the Subordinate Percentage for the related Loan Group for such Distribution Date; and (5) for any such Distribution Date thereafter, the Group 3 Senior Percentage, the Group 4 Senior Percentage or the Group 5 Senior Percentage, as applicable, for such Distribution Date;provided, however, that (x) for any Distribution Date on or prior to the Distribution Date in March 2010, if (i) the Group MB Percentage for such Distribution Date is greater than or equal to twice the Group MB Percentage as of the Closing Date and (ii) cumulative Realized Losses on the Group 3, Group 4 and Group 5 Loans allocated to the Group MB Certificates, as a percentage of the aggregate Class Principal Balance of the Group MB Certificates as of the Closing Date, do not exceed 20%, then the Group 3 Senior Prepayment Percentage, the Group 4 Senior Prepayment Percentage and the Group 5 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage, the Group 4 Senior Percentage or the Group 5 Senior Percentage, as applicable, for such Distribution Date plus 50% of the Subordinate Percentage for the related Loan Group for such Distribution Date and (y) for any Distribution Date after the Distribution Date in March 2010, if (i) the Group MB Percentage for such Distribution Date is greater than or equal to twice the Group MB Percentage as of the Closing Date and (ii) cumulative Realized Losses on the Group 3, Group 4 and Group 5 Loans allocated to the Group MB Certificates, as a percentage of the aggregate Class Principal Balance of the Group MB Certificates as of the Closing Date, do not exceed 30%, then the Group 3 Senior Prepayment Percentage, the Group 4 Senior Prepayment Percentage and the Group 5 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage, Group 4 Senior Percentage or the Group 5 Senior Percentage, as applicable, for such Distribution Date.
Notwithstanding the immediately preceding paragraph, (A) for any Distribution Date, if the Group 3 Senior Percentage for such Distribution Date is greater than the Group 3 Senior Percentage as of the Closing Date, the Group 4 Senior Percentage for such Distribution Date is greater than the Group 4 Senior Percentage as of the Closing Date or the Group 5 Senior Percentage for such Distribution Date is greater than the Group 5 Senior Percentage as of the Closing Date, then each of the Group 3 Senior Prepayment Percentage, the Group 4 Senior Prepayment Percentage and the Group 5 Senior Prepayment Percentage shall equal 100%, (B) for any Distribution Date on or before the tenth anniversary of the first Distribution Date, if any of the tests specified in clauses (a) through (f) below is met, then each of the Group 3 Senior Prepayment Percentage, the Group 4 Senior Prepayment Percentage and the Group 5 Senior Prepayment Percentage shall equal 100% and (C) for any Distribution Date after the tenth anniversary of the first Distribution Date, if any of the tests specified in clauses (a) through (f) below is met (unless either (w) the Group 3 Senior Percentage for such Distribution Date is greater than the Group 3 Senior Percentage as of the Closing Date, (x) the Group 4 Senior Percentage for such Distribution Date is greater than the Group 4 Senior Percentage as of the Closing Date, (y) the Group 5 Senior Percentage for such Distribution Date is greater than the Group 5 Senior Percentage as of the Closing Date or (z) there is no Earlier Distribution Date (as defined below), in each of which case each of the Group 3 Senior Prepayment Percentage, the Group 4 Senior Prepayment Percentage and the Group 5 Senior Prepayment Percentage shall equal 100%), then each of the Group 3 Senior Prepayment Percentage, the Group 4 Senior Prepayment Percentage and the Group 5 Senior Prepayment Percentage shall be calculated as follows: (1) if the most recent preceding Distribution Date on which none of the tests specified in clauses (a) through (f) below was met (such date referred to as the “Earlier Distribution Date”) is on or after the tenth anniversary but before the eleventh anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage, the Group 4 Senior Prepayment Percentage and the Group 5 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage, the Group 4 Senior Percentage or the Group 5 Senior Percentage, as applicable, for the current Distribution Date plus 70% of the Subordinate Percentage for the related Loan Group for the current Distribution Date, (2) if the Earlier Distribution Date is on or after the eleventh anniversary but before the twelfth anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage, the Group 4 Senior Prepayment Percentage and the Group 5 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage, the Group 4 Senior Percentage or the Group 5 Senior Percentage, as applicable, for the current Distribution Date plus 60% of the Subordinate Percentage for the related Loan Group for the current Distribution Date, (3) if the Earlier Distribution Date is on or after the twelfth anniversary but before the thirteenth anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage, the Group 4 Senior Prepayment Percentage and the Group 5 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage, the Group 4 Senior Percentage or the Group 5 Senior Percentage, as applicable, for the current Distribution Date plus 40% of the Subordinate Percentage for the related Loan Group for the current Distribution Date, (4) if the Earlier Distribution Date is on or after the thirteenth anniversary but before the fourteenth anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage, the Group 4 Senior Prepayment Percentage and the Group 5 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage, the Group 4 Senior Percentage or the Group 5 Senior Percentage, as applicable, for the current Distribution Date plus 20% of the Subordinate Percentage for the related Loan Group for the current Distribution Date, and (5) if the Earlier Distribution Date is on or after the fourteenth anniversary of the first Distribution Date, then the Group 3 Senior Prepayment Percentage, the Group 4 Senior Prepayment Percentage and the Group 5 Senior Prepayment Percentage shall equal the Group 3 Senior Percentage, the Group 4 Senior Percentage or the Group 5 Senior Percentage, as applicable, for the current Distribution Date:
(a) the mean aggregate Principal Balance, as of the Distribution Date in each of the immediately preceding six calendar months, of the Group 3 Loans which were 60 or more days delinquent as of such date (including Mortgage Loans in bankruptcy or foreclosure and Mortgaged Properties held by REMIC II) is greater than 50% of the Subordinate Component Balance for Loan Group 3 as of the current Distribution Date,
(b) the mean aggregate Principal Balance, as of the Distribution Date in each of the immediately preceding six calendar months, of the Group 4 Loans which were 60 or more days delinquent as of such date (including Mortgage Loans in bankruptcy or foreclosure and Mortgaged Properties held by REMIC II) is greater than 50% of the Subordinate Component Balance for Loan Group 4 as of the current Distribution Date,
(c) the mean aggregate Principal Balance, as of the Distribution Date in each of the immediately preceding six calendar months, of the Group 5 Loans which were 60 or more days delinquent as of such date (including Mortgage Loans in bankruptcy or foreclosure and Mortgaged Properties held by REMIC II) is greater than 50% of the Subordinate Component Balance for Loan Group 5 as of the current Distribution Date,
(d) cumulative Realized Losses on the Group 3 Loans allocated to the Group MB Certificates, as a percentage of the Subordinate Component Balance for Loan Group 3 as of the Closing Date, are greater than, for any Distribution Date (1) before the eleventh anniversary of the first Distribution Date, 30%, (2) on or after the eleventh anniversary but before the twelfth anniversary of the first Distribution Date, 35%, (3) on or after the twelfth anniversary but before the thirteenth anniversary of the first Distribution Date, 40%, (4) on or after the thirteenth anniversary but before the fourteenth anniversary of the first Distribution Date, 45%, and (5) on or after the fourteenth anniversary of the first Distribution Date, 50%,
(e) cumulative Realized Losses on the Group 4 Loans allocated to the Group MB Certificates, as a percentage of the Subordinate Component Balance for Loan Group 4 as of the Closing Date, are greater than, for any Distribution Date (1) before the eleventh anniversary of the first Distribution Date, 30%, (2) on or after the eleventh anniversary but before the twelfth anniversary of the first Distribution Date, 35%, (3) on or after the twelfth anniversary but before the thirteenth anniversary of the first Distribution Date, 40%, (4) on or after the thirteenth anniversary but before the fourteenth anniversary of the first Distribution Date, 45%, and (5) on or after the fourteenth anniversary of the first Distribution Date, 50% or
(f) cumulative Realized Losses on the Group 5 Loans allocated to the Group MB Certificates, as a percentage of the Subordinate Component Balance for Loan Group 5 as of the Closing Date, are greater than, for any Distribution Date (1) before the eleventh anniversary of the first Distribution Date, 30%, (2) on or after the eleventh anniversary but before the twelfth anniversary of the first Distribution Date, 35%, (3) on or after the twelfth anniversary but before the thirteenth anniversary of the first Distribution Date, 40%, (4) on or after the thirteenth anniversary but before the fourteenth anniversary of the first Distribution Date, 45%, and (5) on or after the fourteenth anniversary of the first Distribution Date, 50%.
If on any Distribution Date the allocation to the Class A and Class X Certificates (or Components thereof, as applicable) related to a Loan Group of Principal Prepayments in the percentage required would reduce the aggregate Class Principal Balance (or Component Principal Balance) of such Certificates (or Components) below zero, the Group 3 Senior Prepayment Percentage, the Group 4 Senior Prepayment Percentage or the Group 5 Senior Prepayment Percentage, as applicable, for such Distribution Date shall be limited to the percentage necessary to reduce such aggregate Class Principal Balance (or Component Principal Balance) to zero.
Group 3 Senior Principal Distribution Amount: For any Distribution Date, an amount equal to the sum of (a) the Group 3 Senior Percentage of the Principal Payment Amount for Loan Group 3, (b) the Group 3 Senior Prepayment Percentage of the Principal Prepayment Amount for Loan Group 3 and (c) the Group 3 Senior Liquidation Amount.
Group 3 Subordinate Balance: For any date of determination, an amount equal to the then outstanding aggregate Principal Balance of the Group 3 Loans reduced by the sum of the aggregate Class Principal Balance of the Class 3A Certificates and the aggregate Component Principal Balance of the Class DA Group 3 and Class EXPPP Loan Group 3 PO Components.
Group 3 Subordinate Percentage: For any Distribution Date, the excess of 100% over the Group 3 Senior Percentage for such date.
Group 3 Subordinate Prepayment Percentage: For any Distribution Date, the excess of 100% over the Group 3 Senior Prepayment Percentage for such Distribution Date; provided, however, that if the sum of the aggregate Class Principal Balance of the Class 3A Certificates and the aggregate Component Principal Balance of the Class DA Group 3 and Class EXPPP Loan Group 3 PO Components has been reduced to zero, then the Group 3 Subordinate Prepayment Percentage shall equal 100%.
Group 3 Weighted Average Certificate Interest Rate: For any Distribution Date, the weighted average of (a) the Certificate Interest Rates on the Class 3A Certificates, the Class DA Group 3 Components and the Group MB Certificates (each of which Certificate Interest Rates, in the case of the Class DA Group 3 Components and the Group MB Certificates, shall be multiplied by a fraction, the numerator of which is the actual number of days in the related NoDelay Accrual Period and the denominator of which is 30) and (b) if Loan Group 3 is an Overcollateralized Group, the Transfer Rate (such rates weighted, (i) in the case of the Certificate Interest Rate on the Class 3A Certificates and each Class DA Group 3 Component, according to the Class Principal Balance or Component Principal Balance thereof, as applicable, (ii) in the case of the Certificate Interest Rate on each Class of Group MB Certificates, according to a fraction, the numerator of which is the product of the Class Principal Balance thereof and the Subordinate Component Balance for Loan Group 3 and the denominator of which is the aggregate Class Principal Balance of the Group MB Certificates and (iii) in the case of the Transfer Rate, if applicable, according to the Overcollateralization Amount for Loan Group 3).
Group 4 Loans: The Mortgage Loans designated on the Mortgage Loan Schedule as Group 4 Loans.
Group 4 Senior Liquidation Amount: For any Distribution Date, the sum of (A) the aggregate, for each Group 4 Loan which became a Liquidated Mortgage Loan during the Prior Period, of the lesser of: (i) the Group 4 Senior Percentage of the Principal Balance of such Mortgage Loan immediately before such Distribution Date and (ii) the Group 4 Senior Prepayment Percentage of the Liquidation Principal with respect to such Mortgage Loan and (B) the Group 4 Senior Prepayment Percentage of any Subsequent Recoveries for Loan Group 4.
Group 4 Senior Percentage: For any Distribution Date, the lesser of (i) 100% and (ii) the sum of the aggregate Class Principal Balance of the Class 4A1, Class 4A2 and Class 4AB Certificates and the aggregate Component Principal Balance of the Class DA Group 4 and Class EXPPP Loan Group 4 PO Components divided by the aggregate Principal Balance of the Group 4 Loans, in each case immediately before such Distribution Date.
Group 4 Senior Prepayment Percentage: See the definition of "Group 3 Senior Prepayment Percentage, the Group 4 Senior Prepayment Percentage and the Group 5 Senior Prepayment Percentage."
Group 4 Senior Principal Distribution Amount: For any Distribution Date, an amount equal to the sum of (a) the Group 4 Senior Percentage of the Principal Payment Amount for Loan Group 4, (b) the Group 4 Senior Prepayment Percentage of the Principal Prepayment Amount for Loan Group 4 and (c) the Group 4 Senior Liquidation Amount.
Group 4 Subordinate Balance: For any date of determination, an amount equal to the then outstanding aggregate Principal Balance of the Group 4 Loans reduced by the sum of the aggregate Class Principal Balance of the Class 4A1, Class 4A2 and Class 4AB Certificates and the aggregate Component Principal Balance of the Class DA Group 4 and Class EXPPP Loan Group 4 PO Components.
Group 4 Subordinate Percentage: For any Distribution Date, the excess of 100% over the Group 4 Senior Percentage for such date.
Group 4 Subordinate Prepayment Percentage: For any Distribution Date, the excess of 100% over the Group 4 Senior Prepayment Percentage for such Distribution Date; provided, however, that if the sum of the aggregate Class Principal Balance of the Class 4A1, Class 4A2 and Class 4AB Certificates and the aggregate Component Principal Balance of the Class DA Group 4 and Class EXPPP Loan Group 4 PO Components has been reduced to zero, then the Group 4 Subordinate Prepayment Percentage shall equal 100%.
Group 4 Weighted Average Certificate Interest Rate: For any Distribution Date, the weighted average of (a) the Certificate Interest Rates on the Class 4A1, Class 4A2 and Class 4AB Certificates, the Class DA Group 4 Components and the Group MB Certificates (each of which Certificate Interest Rates, in the case of the Class DA Group 4 Components and the Group MB Certificates, shall be multiplied by a fraction, the numerator of which is the actual number of days in the related NoDelay Accrual Period and the denominator of which is 30) and (b) if Loan Group 4 is an Overcollateralized Group, the Transfer Rate (such rates weighted, (i) in the case of the Certificate Interest Rate on the Class 4A1, Class 4A2 and Class 4AB Certificates and each Class DA Group 4 Component, according to the Class Principal Balance or Component Principal Balance thereof, as applicable, (ii) in the case of the Certificate Interest Rate on each Class of Group MB Certificates, according to a fraction, the numerator of which is the product of the Class Principal Balance thereof and the Subordinate Component Balance for Loan Group 4 and the denominator of which is the aggregate Class Principal Balance of the Group MB Certificates and (iii) in the case of the Transfer Rate, if applicable, according to the Overcollateralization Amount for Loan Group 4).
Group 5 Loans: The Mortgage Loans designated on the Mortgage Loan Schedule as Group 5 Loans.
Group 5 Senior Liquidation Amount: For any Distribution Date, the sum of (A) the aggregate, for each Group 5 Loan which became a Liquidated Mortgage Loan during the Prior Period, of the lesser of: (i) the Group 5 Senior Percentage of the Principal Balance of such Mortgage Loan immediately before such Distribution Date and (ii) the Group 5 Senior Prepayment Percentage of the Liquidation Principal with respect to such Mortgage Loan and (B) the Group 5 Senior Prepayment Percentage of any Subsequent Recoveries for Loan Group 5.
Group 5 Senior Percentage: For any Distribution Date, the lesser of (i) 100% and (ii) the sum of the aggregate Class Principal Balance of the Class 5A and Class 5XPPP Certificates and the aggregate Component Principal Balance of the Class DA Group 5 Components divided by the aggregate Principal Balance of the Group 5 Loans, in each case immediately before such Distribution Date.
Group 5 Senior Prepayment Percentage: See the definition of "Group 3 Senior Prepayment Percentage, the Group 4 Senior Prepayment Percentage and the Group 5 Senior Prepayment Percentage."
Group 5 Senior Principal Distribution Amount: For any Distribution Date, an amount equal to the sum of (a) the Group 5 Senior Percentage of the Principal Payment Amount for Loan Group 5, (b) the Group 5 Senior Prepayment Percentage of the Principal Prepayment Amount for Loan Group 5 and (c) the Group 5 Senior Liquidation Amount.
Group 5 Subordinate Balance: For any date of determination, an amount equal to the then outstanding aggregate Principal Balance of the Group 5 Loans reduced by the sum of the aggregate Class Principal Balance of the Class 5A and Class 5XPPP Certificates and the aggregate Component Principal Balance of the Class DA Group 4 Components.
Group 5 Subordinate Percentage: For any Distribution Date, the excess of 100% over the Group 5 Senior Percentage for such date.
Group 5 Subordinate Prepayment Percentage: For any Distribution Date, the excess of 100% over the Group 5 Senior Prepayment Percentage for such Distribution Date; provided, however, that if the sum of the aggregate Class Principal Balance of the Class 5A and Class 5XPPP Certificates and the aggregate Component Principal Balance of the Class DA Group 5 Components has been reduced to zero, then the Group 5 Subordinate Prepayment Percentage shall equal 100%.
Group 5 Weighted Average Certificate Interest Rate: For any Distribution Date, the weighted average of (a) the Certificate Interest Rates on the Class 5A and Class 5XPPP Certificates, the Class DA Group 5 Components and the Group MB Certificates (each of which Certificate Interest Rates, in the case of the Class DA Group 5 Components and the Group MB Certificates, shall be multiplied by a fraction, the numerator of which is the actual number of days in the related NoDelay Accrual Period and the denominator of which is 30) and (b) if Loan Group 5 is an Overcollateralized Group, the Transfer Rate (such rates weighted, (i) in the case of the Certificate Interest Rate on the Class 5A and Class 5XPPP Certificates and each Class DA Group 5 Component, according to the Class Principal Balance or Component Principal Balance thereof, as applicable, (ii) in the case of the Certificate Interest Rate on each Class of Group MB Certificates, according to a fraction, the numerator of which is the product of the Class Principal Balance thereof and the Subordinate Component Balance for Loan Group 5 and the denominator of which is the aggregate Class Principal Balance of the Group MB Certificates and (iii) in the case of the Transfer Rate, if applicable, according to the Overcollateralization Amount for Loan Group 4).
Group LB Certificates: The Class LB1, Class LB2, Class LB3, Class LB4, Class LB5, Class LB6, Class LB7, Class LB8, Class LB9, Class LB10, Class LB11, Class LB12, Class LB13 and Class LB14 Certificates.
Group LB Percentage: For any date of determination, the aggregate Class Principal Balance of the Group LB Certificates divided by the then outstanding aggregate Principal Balance of the Group 1 and Group 2 Loans.
Group LB Subordinate Liquidation Amount: For any Distribution Date, the excess, if any, of the sum of (A) the aggregate of Liquidation Principal for all Group 1 and Group 2 Loans which became Liquidated Mortgage Loans during the Prior Period and (B) any Subsequent Recoveries for such Distribution Date for Loan Group 1 and Loan Group 2, over the sum of the Group 1 Senior Liquidation Amount and the Group 2 Senior Liquidation Amount for such Distribution Date.
Group LB Subordinate Principal Distribution Amount: For any Distribution Date, the excess of (A) the sum of (i) the Group 1 Subordinate Percentage of the Principal Payment Amount for Loan Group 1, (ii) the Group 2 Subordinate Percentage of the Principal Payment Amount for Loan Group 2, (iii) the Group LB Subordinate Principal Prepayments Distribution Amount (without regard to the proviso in the definition thereof) and (iv) the Group LB Subordinate Liquidation Amount, over (B) the sum of (i) the amounts, if any, paid from the REMIC IV Available Distribution Amount pursuant to clause (X) of the sentence immediately following paragraph (I)(C) of the definition of “REMIC IV Distribution Amount,” and (ii) the amounts, if any, paid from the REMIC IV Available Distribution Amount pursuant to clause (Y) of the sentence immediately following paragraph (I)(C) of the definition of “REMIC IV Distribution Amount.”
For any Distribution Date, the Group LB Subordinate Principal Distribution Amount shall be allocated pro rata, by Class Principal Balance, among the Classes of Group LBL Regular Interests and paid in the order of distribution to such Classes pursuant to clause (I)(C) of the definition of “REMIC IV Distribution Amount” except as otherwise stated in such definition. Notwithstanding the foregoing, for any Distribution Date prior to distributions on such date, if the Subordination Level for any Class or Classes of Group LBL Regular Interests is less than such Subordination Level as of the Closing Date, then the pro rata portion of the Group LB Subordinate Principal Prepayments Distribution Amount, if any, otherwise allocable to such Class or Classes of Group LBL Regular Interests shall be allocated to the more senior Classes of Group LBL Regular Interests, pro rata according to the Class Principal Balances of such Classes. For purposes of this definition and the definition of “Subordination Level,” the relative seniority, from highest to lowest, of the Group LBL Regular Interests shall be as follows: Class LB1L, Class LB2L, Class LB3L, Class LB4L, Class LB5L, Class LB6L, Class LB7L, Class LB8L, Class LB9L, Class LB10L, Class LB11L, Class LB12L, Class LB13L and Class LB14L.
Group LB Subordinate Principal Prepayments Distribution Amount: For any Distribution Date, the sum of (i) the Group 1 Subordinate Prepayment Percentage of the Principal Prepayment Amount for Loan Group 1 and (ii) the Group 2 Subordinate Prepayment Percentage of the Principal Prepayment Amount for Loan Group 2; provided, however, that if the amount specified in clause (B) of the definition of “Group LB Subordinate Principal Distribution Amount” is greater than the sum of the amounts specified in clauses (A)(i), (A)(ii), and (A)(iv) of such definition, then the Group LB Subordinate Principal Prepayments Distribution Amount shall be reduced by the amount of such excess.
Group LB Weighted Average PassThrough Rate: For any Distribution Date, the product of (I) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the related NoDelay Accrual Period, and (II) a fraction, the numerator of which is the sum of (i) the product of (x) the Loan Group 1 Weighted Average PassThrough Rate and (y) the Subordinate Component Balance for Loan Group 1 immediately before that Distribution Date and (ii) the product of (x) the Loan Group 2 Weighted Average PassThrough Rate and (y) the Subordinate Component Balance for Loan Group 2 immediately before that Distribution Date and the denominator of which is the sum of the Subordinate Component Balances for Loan Group 1 and Loan Group 2 immediately before that Distribution Date.
Group LBL Regular Interests: The Class LB1L, Class LB2L, Class LB3L, Class LB4L, Class LB5L, Class LB6L, Class LB7L, Class LB8L, Class LB9L, Class LB10L, Class LB11L, Class LB12L, Class LB13L and Class LB14L Regular Interests.
Group MB Certificates: The Class MB1, Class MB2, Class MB3, Class MB4, Class MB5, Class MB6, Class MB7, Class MB8, Class MB9 and Class MB10 Certificates.
Group MB Percentage: For any date of determination, the aggregate Class Principal Balance of the Group MB Certificates divided by the then outstanding aggregate Principal Balance of the Group 3, Group 4 and Group 5 Loans.
Group MB Subordinate Liquidation Amount: For any Distribution Date, the excess, if any, of the sum of (A) the aggregate of Liquidation Principal for all Group 3, Group 4 and Group 5 Loans which became Liquidated Mortgage Loans during the Prior Period and (B) any Subsequent Recoveries for such Distribution Date for Loan Group 3, Loan Group 4 and Loan Group 5, over the sum of the Group 3 Senior Liquidation Amount, the Group 4 Senior Liquidation Amount and the Group 5 Senior Liquidation Amount for such Distribution Date.
Group MB Subordinate Principal Distribution Amount: For any Distribution Date, the excess of (A) the sum of (i) the Group 3 Subordinate Percentage of the Principal Payment Amount for Loan Group 3, (ii) the Group 4 Subordinate Percentage of the Principal Payment Amount for Loan Group 4, (iii) the Group 5 Subordinate Percentage of the Principal Payment Amount for Loan Group 5, (iv) the Group MB Subordinate Principal Prepayments Distribution Amount (without regard to the proviso in the definition thereof) and (iv) the Group MB Subordinate Liquidation Amount, over (B) the sum of (i) the amounts, if any, paid from the REMIC IV Available Distribution Amount pursuant to clause (X) of the sentence immediately following paragraph (III)(D) of the definition of “REMIC IV Distribution Amount,” and (ii) the amounts, if any, paid from the REMIC IV Available Distribution Amount pursuant to clause (Y) of the sentence immediately following paragraph (III)(D) of the definition of “REMIC IV Distribution Amount.”
For any Distribution Date, the Group MB Subordinate Principal Distribution Amount shall be allocated pro rata, by Class Principal Balance, among the Classes of Group MBL Regular Interests and paid in the order of distribution to such Classes pursuant to clause (III)(D) of the definition of “REMIC IV Distribution Amount” except as otherwise stated in such definition. Notwithstanding the foregoing, for any Distribution Date prior to distributions on such date, if the Subordination Level for any Class or Classes of Group MBL Regular Interests is less than such Subordination Level as of the Closing Date, then the pro rata portion of the Group MB Subordinate Principal Prepayments Distribution Amount, if any, otherwise allocable to such Class or Classes of Group MBL Regular Interests shall be allocated to the more senior Classes of Group MBL Regular Interests, pro rata according to the Class Principal Balances of such Classes. For purposes of this definition and the definition of “Subordination Level,” the relative seniority, from highest to lowest, of the Group MBL Regular Interests shall be as follows: Class MB1L, Class MB2L, Class MB3L, Class MB4L, Class MB5L, Class MB6L, Class MB7L, Class MB8L, Class MB9L and Class MB10L.
Group MB Subordinate Principal Prepayments Distribution Amount: For any Distribution Date, the sum of (i) the Group 3 Subordinate Prepayment Percentage of the Principal Prepayment Amount for Loan Group 3, (ii) the Group 4 Subordinate Prepayment Percentage of the Principal Prepayment Amount for Loan Group 4 and (iii) the Group 5 Subordinate Prepayment Percentage of the Principal Prepayment Amount for Loan Group 5; provided, however, that if the amount specified in clause (B) of the definition of “Group MB Subordinate Principal Distribution Amount” is greater than the sum of the amounts specified in clauses (A)(i), (A)(ii), (A)(iii) and (A)(v) of such definition, then the Group MB Subordinate Principal Prepayments Distribution Amount shall be reduced by the amount of such excess.
Group MB Net Weighted Average PassThrough Rate: For any Distribution Date, the product of (I) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the related NoDelay Accrual Period, and (II) a fraction, the numerator of which is the sum of (i) the product of (x) the Loan Group 3 Weighted Average PassThrough Rate and (y) the Subordinate Component Balance for Loan Group 3 immediately before that Distribution Date, (ii) the product of (x) the Loan Group 4 Net Weighted Average PassThrough Rate and (y) the Subordinate Component Balance for Loan Group 4 immediately before that Distribution Date and (iii) the product of (x) the Loan Group 5 Net Weighted Average PassThrough Rate and (y) the Subordinate Component Balance for Loan Group 5 immediately before that Distribution Date and the denominator of which is the sum of the Subordinate Component Balances for Loan Group 3, Loan Group 4 and Loan Group 5 immediately before that Distribution Date.
Group MBL Regular Interests: The Class MB1L, Class MB2L, Class MB3L, Class MB4L, Class MB5L, Class MB6L, Class MB7L, Class MB8L, Class MB9L and Class MB10L Regular Interests.
Index: For each Mortgage Loan, initially, either OneYear MTA, OneMonth LIBOR or COFI, as set forth on the Mortgage Loan Schedule. For each Mortgage Loan and each Interest Rate Adjustment Date, (a) the OneYear MTA or OneMonth LIBOR figure used to calculate the Mortgage Interest Rate will be the most recent OneYear MTA or OneMonth LIBOR figure available as of fifteen days before such Interest Rate Adjustment Date and (b) the COFI figure used to calculate the Mortgage Interest Rate will be the most recent COFI figure available as of such Interest Rate Adjustment Date. The index figure used for each interest rate adjustment date will be the most recently available index as of the interest rate adjustment date. In the event such initial Index (or a substitute index) is no longer available, the Servicer will select a substitute index in accordance with the Mortgage Note.
For the Class 1AL, Class 2AL, Class 3AL, Class 4A1L, Class 4A2L and Class 4ABL Regular Interests and the Class 1A, Cass 2A, Class 3A, Class 4A1, Class 4A2 and Class 4AB Certificates, OneYear MTA. For each Distribution Date, the OneYear MTA figure used to calculate the Certificate Interest Rate for such Distribution Date for such Classes will be the most recent OneYear MTA figure available as of fifteen days before the beginning of the Prior Period. In the event OneYear MTA (or a substitute index) is no longer available, the substitute index selected for the Mortgage Loans will be the substitute index for such Classes.
For the Class 5AL Regular Interest and the Class 5A Certificates, COFI. For each Distribution Date, the COFI figure used to calculate the Certificate Interest Rate for such Distribution Date for such Classes will be the most recent COFI figure available at the beginning of the Prior Period. In the event COFI (or a substitute index) is no longer available, the substitute index selected for the Mortgage Loans will be the substitute index for such Classes.
Indirect DTC Participants: Entities such as banks, brokers, dealers or trust companies, that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly.
Initial Group 2 Servicing Fee Shortfall Deposit: As defined in Section 2.01.
Initial Group 3 Servicing Fee Shortfall Deposit: As defined in Section 2.01.
Initial Group 4 Servicing Fee Shortfall Deposit: As defined in Section 2.01.
Initial Group 5 Servicing Fee Shortfall Deposit: As defined in Section 2.01.
Initial Interest Shortfall Deposit: As defined in Section 2.01.
Insurance Proceeds: Amounts paid or payable by the insurer under any Primary Insurance Policy or any other insurance policy (including any replacement policy permitted under this Agreement) covering any Mortgage Loan or Mortgaged Property, including, without limitation, any hazard insurance policy required pursuant to Section 3.07, any title insurance policy and any FHA insurance policy or VA guaranty, to the extent such amounts are not released to the Mortgagor in accordance with prudent mortgage loan servicing practices.
Interest Distribution Amount: For any Distribution Date, (a) for any Class of REMIC I Regular Interests, REMIC II Regular Interests, REMIC III Regular Interests and REMIC IV Regular Interests and the Class R1 Residual Interest (other than the Class CA1BL, Class CA1CL, Class CX1L, Class CX2PPPL, Class DA1BL, Class DA1CL, Class EXPPP and Class 5XPPPL Regular Interests) and any Class CA1B, Class CA1C, Class DA1B or Class DA1C Component, the amount of interest accrued during the Prior Period (or in the case of the Class CA1B, Class CA1C, Class DA1B and Class DA1C Components and the Group LBL and Group MBL Regular Interests, during the NoDelay Accrual Period), at the related Certificate Interest Rate for such Class or Component for such Distribution Date on the respective Class Principal Balance or Component Principal Balance immediately before such Distribution Date (or in the case of the Class FX Certificates, on the Class FX Notional Amount for such Distribution Date, unless otherwise stated in the definition of "REMIC IV Distribution Amount") and (b) for the Class 5XPPPL Regular Interest, the Class 5XPPP Accrued Interest and for any Class X IO Component, interest accrued during the Prior Period in the amount specified in the applicable clause of the definition of “Class CX1 Accrued Interest,” “Class CX2PPP Accrued Interest” or "Class EXPPP Accrued Interest," in each case reduced by Net Negative Amortization Amounts, Uncompensated Interest Shortfall and the interest portion of Realized Losses allocated to such Class or Component on such Distribution Date pursuant to the definitions of “Net Negative Amortization Amount,” “Uncompensated Interest Shortfall” and “Realized Loss,” respectively.
The computation of interest accrued on the REMIC I Regular Interests, REMIC II Regular Interests, REMIC III Regular Interests and REMIC IV Regular Interests and the Class R1 Residual Interest shall be made on the basis of a 360day year of twelve 30day months, except that for the Class CA1B, Class CA1C, Class DA1B and Class DA1C Components and the Group LBL and Group MBL Regular Interests the computation of interest accrued thereon shall be made on the basis of the actual number of days in the NoDelay Accrual Period and assuming a 360 day year.
Interest Rate Adjustment Date: As to each Mortgage Loan, the Due Date on which an adjustment to the Mortgage Interest Rate of such Mortgage Loan becomes effective.
Interest Transfer Amount: On any Distribution Date for an Undercollateralized Group, an amount equal to one month’s interest on the applicable Principal Transfer Amount at the weighted average of the Certificate Interest Rates on the Class A Certificates (or Components thereof, as applicable) related to such Undercollateralized Group, plus any interest accrued on such Class A Certificates (or Components thereof) remaining unpaid from prior Distribution Dates.
Interest Transfer Amount Fraction: For Subgroup 1A or Subgroup 1B for any Distribution Date, a fraction, the numerator of which is (a) the product of (i) the Subgroup LBalance for such Subgroup for such Distribution Date and (ii) the Subgroup Weighted Average PassThrough Rate for such Subgroup for such Distribution Date, and the denominator of which is (b) the sum of the amount described in clause (a) of this sentence calculated for each of Subgroup 1A and Subgroup 1B.
For Subgroup 2A or Subgroup 2B for any Distribution Date, a fraction, the numerator of which is (a) the product of (i) the Subgroup LBalance for such Subgroup for such Distribution Date and (ii) the Subgroup Weighted Average PassThrough Rate for such Subgroup for such Distribution Date, and the denominator of which is (b) the sum of the amount described in clause (a) of this sentence calculated for each of Subgroup 2A and Subgroup 2B.
Investment Account: The commingled account (which shall be commingled only with investment accounts related to series of passthrough certificates with a class of certificates which has a rating equal to the highest of the Ratings of the Certificates) maintained by the Servicer in the trust department of the Investment Depository pursuant to Section 3.03.
Investment Depository: JPMorgan Chase Bank, N.A., or another bank or trust company designated from time to time by the Servicer. The Investment Depository shall at all times be an Eligible Institution.
Junior Subordinate Certificates: The Class LB12, Class LB13, Class LB14, Class MB8, Class MB9 and Class MB10 Certificates.
Last Scheduled Distribution Date: With respect to any Class ofCertificates related to (i) either of Loan Group 1 or Loan Group 2, the Distribution Date in [February 2047] and (ii) any of Loan Group 3, Loan Group 4 or Loan Group 5, the Distribution Date in [April 2047].
LIBOR: The London Interbank Offered Rate for onemonth United States dollar deposits calculated in the manner described in Section 3.19.
LIBOR Determination Date: With respect to interest paid on any Distribution Date, the second day on which banks in London are open for conducting transactions in foreign currency and exchange prior to the 25th day of the month preceding the Distribution Date (and in the case of the initial Distribution Date, the second day on which banks in London are open for conducting transactions in foreign currency and exchange prior to the Closing Date).
Liquidated Mortgage Loan: A (i) WMB Loan (other than a WMB Loan with respect to which a Payoff has been made) for which the Servicer has determined in accordance with its customary servicing practices that it has received all amounts which it expects to recover from or on account of such WMB Loan, whether from Insurance Proceeds, Liquidation Proceeds or otherwise, or (ii) a defaulted Countrywide Loan that has been liquidated through trustee’s sale, foreclosure sale or otherwise, in accordance with the Countrywide Agreement. For purposes of this definition, acquisition of a Mortgaged Property by the Trust shall not constitute final liquidation of the related Mortgage Loan.
Liquidation Principal: The principal portion of Liquidation Proceeds and Insurance Proceeds received with respect to each Mortgage Loan which became a Liquidated Mortgage Loan during the Prior Period (but not in excess of the principal balance thereof).
Liquidation Proceeds: Amounts received and retained in connection with the liquidation of defaulted Mortgage Loans, whether through foreclosure or otherwise, other than Insurance Proceeds and other than Subsequent Recoveries, and (except for purposes of the definition of “Realized Loss”) after deduction of amounts reimbursable to the Servicer under Section 3.05(a)(i) and (ii) hereof or to Countrywide under Section 11.05(ii), (iii) and (vii) of the Countrywide Servicing Addendum, as applicable.
Loan Group: Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4 or Loan Group 5, as applicable.
Loan Group 1: The group of Mortgage Loans comprised of the Group 1 Loans.
Loan Group 1 Balance: For any Distribution Date, the aggregate principal balance of the Group 1 Loans as of the second preceding Due Date (after giving effect to (i) payments due on such Mortgage Loans on such Due Date and (ii) except for the first Distribution Date, any Payoffs on WMB Loans in such Loan Group received on or before the 14th day of the calendar month of such Due Date).
Loan Group 1 Maximum Class CX Interest Amount: For any Distribution Date, the lesser of:
(a) the excess, if any, of
(x) the sum of (A) the product of (i) a fraction, the numerator of which is the Loan Group 1 Weighted Average PassThrough Rate for such Distribution Date and the denominator of which is 12, and (ii) the Loan Group 1 Balance for such Distribution Date, and (B) if Loan Group 1 is an Undercollateralized Group, the Interest Transfer Amount for Loan Group 1 for such Distribution Date over
(y) the product of (i) a fraction, the numerator of which is the Group 1 Weighted Average Certificate Interest Rate for such Distribution Date and the denominator of which is 12, and (ii) the sum of (a) the Class 1A Principal Balance immediately before such Distribution Date, (b) the aggregate Component Principal Balance of the Class CA Group 1 Components immediately before such Distribution Date, (c) the Subordinate Component Balance for Loan Group 1 immediately before such Distribution Date and (d) if Loan Group 1 is an Overcollateralized Group, the Overcollateralization Amount for Loan Group 1 for such Distribution Date; and
(b) the Aggregate Maximum Class CX Interest Amount for such Distribution Date.
Loan Group 1 Weighted Average PassThrough Rate: For any Distribution Date, the weighted average of the PassThrough Rates on the Group 1 Loans as of the second preceding Due Date (after giving effect to (i) payments due on such Mortgage Loans on such Due Date and (ii) except for the first Distribution Date, any Payoffs on WMB Loans in such Loan Group received on or before the 14th day of the calendar month of such Due Date).
Loan Group 2: The group of Mortgage Loans comprised of the Group 2 Loans.
Loan Group 2 Balance: For any Distribution Date, the aggregate principal balance of the Group 2 Loans as of the second preceding Due Date (after giving effect to (i) payments due on such Mortgage Loans on such Due Date and (ii) except for the first Distribution Date, any Payoffs on WMB Loans in such Loan Group received on or before the 14th day of the calendar month of such Due Date).
Loan Group 2 Maximum Class CX Interest Amount: For any Distribution Date, the lesser of:
(a) the excess, if any, of
(x) the sum of (A) the product of (i) a fraction, the numerator of which is the Loan Group 2 Weighted Average PassThrough Rate for such Distribution Date and the denominator of which is 12, and (ii) the Loan Group 2 Balance for such Distribution Date, and (B) if Loan Group 2 is an Undercollateralized Group, the Interest Transfer Amount for Loan Group 2 for such Distribution Date over
(y) the product of (i) a fraction, the numerator of which is the Group 2 Weighted Average Certificate Interest Rate for such Distribution Date and the denominator of which is 12, and (ii) the sum of (a) the Class 2A Principal Balance immediately before such Distribution Date, (b) the aggregate Component Principal Balance of the Class CA Group 2 Components immediately before such Distribution Date, (c) the Subordinate Component Balance for Loan Group 2 immediately before such Distribution Date and (d) if Loan Group 2 is an Overcollateralized Group, the Overcollateralization Amount for Loan Group 2 for such Distribution Date; and
(b) the Aggregate Maximum Class CX Interest Amount for such Distribution Date.
Loan Group 2 Weighted Average PassThrough Rate: For any Distribution Date, the weighted average of the PassThrough Rates on the Group 2 Loans as of the second preceding Due Date (after giving effect to (i) payments due on such Mortgage Loans on such Due Date and (ii) except for the first Distribution Date, any Payoffs on WMB Loans in such Loan Group received on or before the 14th day of the calendar month of such Due Date).
Loan Group 3: The group of Mortgage Loans comprised of the Group 3 Loans.
Loan Group 3 Balance: For any Distribution Date, the aggregate principal balance of the Group 3 Loans as of the second preceding Due Date (after giving effect to (i) payments due on such Mortgage Loans on such Due Date and (ii) except for the first Distribution Date, any Payoffs on WMB Loans in such Loan Group received on or before the 14th day of the calendar month of such Due Date).
Loan Group 3 Weighted Average PassThrough Rate: For any Distribution Date, the weighted average of the PassThrough Rates on the Group 3 Loans as of the second preceding Due Date (after giving effect to (i) payments due on such Mortgage Loans on such Due Date and (ii) except for the first Distribution Date, any Payoffs on WMB Loans in such Loan Group received on or before the 14th day of the calendar month of such Due Date).
Loan Group 4: The group of Mortgage Loans comprised of the Group 4 Loans.
Loan Group 4 Balance: For any Distribution Date, the aggregate principal balance of the Group 4 Loans as of the second preceding Due Date (after giving effect to (i) payments due on such Mortgage Loans on such Due Date and (ii) except for the first Distribution Date, any Payoffs on WMB Loans in such Loan Group received on or before the 14th day of the calendar month of such Due Date).
Loan Group 4 Net Weighted Average PassThrough Rate: For any Distribution Date (i) the weighted average of the PassThrough Rates of the Group 4 Loans as of the second preceding Due Date (after giving effect to (a) the payments due on those mortgage loans on that Due Date and (b) except for the first Distribution Date, any Payoffs on WMB Loans received on or before the 14th day of the calendar month of that Due Date) reduced by (ii) a fraction, the numerator of which is the product of (a) the weighted average of an amount for that Distribution Date on each Subgroup 4A Loan which is calculated as follows: (i) for each Subgroup 4A Loan that was in its initial three month fixed rate period in the calendar month immediately preceding such Distribution Date, 0.00% and (ii) for each Subgroup 4A Loan that was not in its initial three month fixed rate period in the calendar month immediately preceding such Distribution Date, the excess, if any, of the initial Mortgage Loan Margin for such Mortgage Loan over [__]% and (b) the Subgroup 4A Balance and the denominator is the Loan Group 4 Balance.
Loan Group 5: The group of Mortgage Loans comprised of the Group 5 Loans.
Loan Group 5 Balance: For any Distribution Date, the aggregate principal balance of the Group 5 Loans as of the second preceding Due Date (after giving effect to (i) payments due on such Mortgage Loans on such Due Date and (ii) except for the first Distribution Date, any Payoffs on WMB Loans in such Loan Group received on or before the 14th day of the calendar month of such Due Date).
Loan Group 5 Net Weighted Average PassThrough Rate: For any Distribution Date (i) the weighted average of the PassThrough Rates of the Group 5 Loans as of the second preceding Due Date (after giving effect to (a) the payments due on those mortgage loans on that Due Date and (b) except for the first Distribution Date, any Payoffs on WMB Loans received on or before the 14th day of the calendar month of that Due Date) reduced by (ii) a fraction, the numerator of which is the product of (a) the weighted average of an amount for that Distribution Date on each Subgroup 5A Loan which is calculated as follows: (i) for each Subgroup 5A Loan that was in its initial three month fixed rate period in the calendar month immediately preceding such Distribution Date, 0.00% and (ii) for each Subgroup 5A Loan that was not in its initial three month fixed rate period in the calendar month immediately preceding such Distribution Date, the excess, if any, of the initial Mortgage Loan Margin for such Mortgage Loan over [__]% and (b) the Subgroup 5A Balance and the denominator is the Loan Group 5 Balance.
Lowest Class B Owner: An owner unaffiliated with the Company or the Servicer of (i) a 100% interest in the Class of Group LB Certificates with the lowest priority, (ii) a 100% interest in the Class of Group MB Certificates with the lowest priority or (iii) a 100% interest in a class of securities representing such interest in such Class specified in clause (i) or (ii) above.
Marker Rate: With respect to the Class CX1 Certificates or the Class CX1L Regular Interest and any Distribution Date, in relation to the Class IIILT1, Class IIILT2, Class IIILT3, Class IIILT4, Class IIILT6, Class IIILT7, Class IIILT8, Class IIILTY1 and Class IIILTY2 Regular Interests, a per annum rate equal to two (2) times the weighted average of the Certificate Interest Rates for the Class IIILT2 and Class IIILT3 Regular Interests. With respect to the Class CX2 Certificates or the Class CX2L Regular Interest and any Distribution Date, in relation to the Class IIILT1, Class IIILT2, Class IIILT3, Class IIILT4, Class IIILT6, Class IIILT7, Class IIILT8, Class IIILTY1 and Class IIILTY2 Regular Interests, a per annum rate equal to two (2) times the weighted average of the Certificate Interest Rates for the Class IIILT6 and Class IIILT7 Regular Interests.
With respect to the Class EXPPP Certificates or the Class EXPPPL Regular Interest and any Distribution Date, in relation to the Class IIILT9, Class IIILT10, Class IIILT11, Class IIILT12, Class IIILT14, Class IIILT15, Class IIILT16, Class IIILT18, Class IIILT19, Class IIILT20, Class IIILTY3, Class IIILTY4 and Class IIILTY5 Regular Interests, a per annum rate equal to two (2) times the weighted average of the Certificate Interest Rates for the Class IIILT10, Class IIILT14, Class IIILT11 and Class IIILT15 Regular Interests. With respect to the Class 5XPPP Certificates or the Class 5XPPPL Regular Interest and any Distribution Date, in relation to the Class IIILT9, Class IIILT10, Class IIILT11, Class IIILT12, Class IIILT14, Class IIILT15, Class IIILT16, Class IIILT18, Class IIILT19, Class IIILT20, Class IIILTY3, Class IIILTY4 and Class IIILTY5 Regular Interests, a per annum rate equal to two (2) times the weighted average of the Certificate Interest Rates for the Class IIILT18 and Class IIILT19 Regular Interests.
Maximum Group LB Rate: For any Distribution Date, the Group LB Weighted Average PassThrough Rate modified as follows: for purposes of calculating the PassThrough Rate for each Mortgage Loan, the Rate Ceiling for such Mortgage Loan will be substituted for the Mortgage Interest Rate for such Mortgage Loan.
Maximum Group MB Rate: For any Distribution Date, the Group MB Net Weighted Average PassThrough Rate modified as follows: for purposes of calculating the PassThrough Rate for each Mortgage Loan, the Rate Ceiling for such Mortgage Loan will be substituted for the Mortgage Interest Rate for such Mortgage Loan.
Maximum Loan Group 1 Rate: For any Distribution Date, the Adjusted Loan Group 1 Weighted Average PassThrough Rate, modified as follows: for purposes of calculating the PassThrough Rate for each related Mortgage Loan, the Rate Ceiling for such Mortgage Loan will be substituted for the Mortgage Interest Rate for such Mortgage Loan.
Maximum Loan Group 2 Rate: For any Distribution Date, the Adjusted Loan Group 2 Weighted Average PassThrough Rate, modified as follows: for purposes of calculating the PassThrough Rate for each related Mortgage Loan, the Rate Ceiling for such Mortgage Loan will be substituted for the Mortgage Interest Rate for such Mortgage Loan.
Maximum Loan Group 3 Rate: For any Distribution Date, the Adjusted Loan Group 3 Weighted Average PassThrough Rate, modified as follows: for purposes of calculating the PassThrough Rate for each related Mortgage Loan, the Rate Ceiling for such Mortgage Loan will be substituted for the Mortgage Interest Rate for such Mortgage Loan.
Maximum Loan Group 4 Rate: For any Distribution Date, the Adjusted Loan Group 4 Net Weighted Average PassThrough Rate, modified as follows: for purposes of calculating the PassThrough Rate for each related Mortgage Loan, the Rate Ceiling for such Mortgage Loan will be substituted for the Mortgage Interest Rate for such Mortgage Loan.
Maximum Loan Group 5 Rate: For any Distribution Date, the Adjusted Loan Group 5 Net Weighted Average PassThrough Rate, modified as follows: for purposes of calculating the PassThrough Rate for each related Mortgage Loan, the Rate Ceiling for such Mortgage Loan will be substituted for the Mortgage Interest Rate for such Mortgage Loan.
Maximum Loan Group Rate: For each Class CA1B, Class CA1C, Class DA1B or Class DA1C Component and for any Distribution Date, the maximum rate for purposes of calculating the Certificate Interest Rate for such Component for such Distribution Date, as specified in clause (c) of the applicable paragraph of the applicable note to the table entitled “REMIC IV Interests” in the Preliminary Statement hereto.
MERS: Mortgage Electronic Registration Systems, Inc., a Delaware corporation, or any successor thereto.
MERS Loan: Any Mortgage Loan registered on the MERS® System for which MERS appears as the mortgagee of record on the related Mortgage or on an assignment thereof.
MERS® System: The system of electronically recording transfers of Mortgages maintained by MERS.
MIN: The Mortgage Identification Number for a MERS Loan.
Minimum Monthly Payment: For each Mortgage Loan, the scheduled payment of interest or principal and interest on a Mortgage Loan (which payment may be less than the amount of interest accrued on such Mortgage Loan due to the related Monthly Payment Adjustment Terms) (including any amounts due from a Buydown Fund, if any) which is due on the related Due Date for such Mortgage Loan.
MOM Loan: A MERS Loan that was registered on the MERS® System at the time of origination thereof and for which MERS appears as the mortgagee of record on the related Mortgage.
Monthly P&I Advance: An advance of funds by the Servicer pursuant to Section 4.02 to cover delinquent principal and interest installments.
Monthly Payment Adjustment Terms: As to each Mortgage Loan, the terms for adjusting the amount of the Minimum Monthly Payment on such Mortgage Loan, as set forth in the related Mortgage Note, including the dates on which or the circumstances under which such adjustments become effective and limitations on the amounts of such adjustments.
Moody’s: Moody’s Investors Service, Inc., provided that at the applicable time it is a Rating Agency.
Mortgage: The mortgage, deed of trust or other instrument securing a Mortgage Note.
Mortgage File: The following documents or instruments with respect to each Mortgage Loan, (X) with respect to each Mortgage Loan that is not a Cooperative Loan:
(i) The original Mortgage Note endorsed (A) in blank, without recourse, (B) to the Trustee, without recourse, or (C) to the Trust, without recourse, and all intervening endorsements evidencing a complete chain of endorsements from the originator to the endorser last endorsing the Mortgage Note, or, in the event of any Destroyed Mortgage Note, a copy or a duplicate original of the Mortgage Note (or portion thereof, as applicable), together with an original lost note affidavit from the originator of the Mortgage Loan, the Seller or the Company stating that the original Mortgage Note (or portion thereof, as applicable) was lost, misplaced or destroyed, together with a copy of the Mortgage Note (or portion thereof, as applicable); provided, however, that in the event that either (a) Washington Mutual Bank or Washington Mutual Bank fsb is the Seller of the Mortgage Loan or (b) Washington Mutual Mortgage Securities Corp. is the Seller of the Mortgage Loan and purchased the Mortgage Loan from Washington Mutual Bank or Washington Mutual Bank fsb, then the Mortgage Note need not be endorsed in blank or to the Trustee or the Trust as provided above, but, if not so endorsed, shall be made payable to, or properly endorsed to, Washington Mutual Bank or Washington Mutual Bank fsb, as applicable;
(ii) The Buydown Agreement, if applicable;
(iii) (1) (x) the original recorded Mortgage with evidence of recording thereon for the jurisdiction in which the Mortgaged Property is located (which original recorded Mortgage, in the case of a MOM Loan, shall set forth the MIN and shall indicate that the Mortgage Loan is a MOM Loan), (y) unless the Mortgage Loan is a MERS Loan, an original assignment of the Mortgage duly executed and acknowledged in recordable form (A) in blank, (B) to the Trustee or (C) to the Trust, and (z) unless the Mortgage Loan is a MOM Loan, recorded originals of all intervening assignments evidencing a complete chain of assignment from the originator to the person executing the assignment described in clause (y); or
(2) (x) a copy (which may be in electronic form) of the Mortgage (which Mortgage, in the case of a MOM Loan, shall set forth the MIN and shall indicate that the Mortgage Loan is a MOM Loan) which represents a true and correct reproduction of the original Mortgage and which has either been certified (i) on the face thereof by the public recording office in the appropriate jurisdiction in which the Mortgaged Property is located, or (ii) by the originator, the Seller, the Servicer, Countrywide or the escrow or title company which provided closing services in connection with such Mortgage Loan as a true and correct copy the original of which has been sent for recordation, (y) unless the Mortgage Loan is a MERS Loan, an original assignment of the Mortgage duly executed and acknowledged in recordable form (A) in blank, (B) to the Trustee or (C) to the Trust, and (z) unless the Mortgage Loan is a MOM Loan, true and correct copies, certified by the applicable county recorder or by the originator, the Seller, the Servicer or Countrywide as described above, of all intervening assignments evidencing a complete chain of assignment from the originator to the person executing the assignment described in clause (y);
provided, however, that in the event that either (a) Washington Mutual Bank or Washington Mutual Bank fsb is the Seller of the Mortgage Loan or (b) Washington Mutual Mortgage Securities Corp. is the Seller of the Mortgage Loan and purchased the Mortgage Loan from Washington Mutual Bank or Washington Mutual Bank fsb, then the Mortgage File need not include an assignment of the Mortgage executed in blank or to the Trustee or the Trust as provided in clause (X)(iii)(1)(y) or (X)(iii)(2)(y) above, as applicable, but the Mortgage File shall, unless the Mortgage Loan was originated by Washington Mutual Bank or Washington Mutual Bank fsb, include a complete chain of assignments of the related Mortgage from the originator of such Mortgage Loan to Washington Mutual Bank or Washington Mutual Bank fsb, as applicable; and
(iv) For any Mortgage Loan that has been modified or amended, the original instrument or instruments effecting such modification or amendment;
and (Y) with respect to each Cooperative Loan:
(i) The original Mortgage Note endorsed (A) in blank, without recourse, (B) to the Trustee, without recourse, or (C) to the Trust, without recourse, and all intervening endorsements evidencing a complete chain of endorsements from the originator to the endorser last endorsing the Mortgage Note, or, in the event of any Destroyed Mortgage Note, a copy or a duplicate original of the Mortgage Note (or portion thereof, as applicable), together with an original lost note affidavit from the originator of the Cooperative Loan, the Seller or the Company, as applicable, stating that the original Mortgage Note (or portion thereof, as applicable) was lost, misplaced or destroyed, together with a copy of the Mortgage Note (or portion thereof, as applicable); provided, however, that in the event that either (a) Washington Mutual Bank or Washington Mutual Bank fsb is the Seller of the Mortgage Loan or (b) Washington Mutual Mortgage Securities Corp. is the Seller of the Mortgage Loan and purchased the Mortgage Loan from Washington Mutual Bank or Washington Mutual Bank fsb, then the Mortgage Note need not be endorsed in blank or to the Trustee or the Trust as provided above, but, if not so endorsed, shall be made payable to, or properly endorsed to, Washington Mutual Bank or Washington Mutual Bank fsb, as applicable;
(ii) A counterpart of the Cooperative Lease and the Assignment of Proprietary Lease;
(iii) The Cooperative Stock Certificate, together with an undated stock power or other similar instrument executed in blank;
(iv) The Recognition Agreement;
(v) The Security Agreement;
(vi) Copies of the original UCC financing statement, and any continuation statements or amendments thereof, each with evidence of recording thereof, perfecting the security interest granted under the Security Agreement and the Assignment of Proprietary Lease;
(vii) Copies of the filed UCC assignments or amendments of the UCC financing statements described in clause (vi) above showing an unbroken chain of assignments from the originator to the Trustee or the Trust, each with evidence of recording thereof;
(viii) Executed assignments of the interest of the originator in the Security Agreement, the Assignment of Proprietary Lease and the Recognition Agreement, showing an unbroken chain of assignments from the originator to the Trustee or the Trust; and
(ix) For any Cooperative Loan that has been modified or amended, the original instrument or instruments effecting such modification or amendment;
provided, however, that in the event that either (a) Washington Mutual Bank or Washington Mutual Bank fsb is the Seller of the Mortgage Loan or (b) Washington Mutual Mortgage Securities Corp. is the Seller of the Mortgage Loan and purchased the Mortgage Loan from Washington Mutual Bank or Washington Mutual Bank fsb, then the Mortgage File need not include (1) a UCC assignment or amendment of the UCC financing statement referenced in clause (Y)(vi) above to the Trustee or the Trust as provided in clause (Y)(vii) above, but the Mortgage File shall, unless the Cooperative Loan was originated by Washington Mutual Bank or Washington Mutual Bank fsb, include a UCC assignment or amendment of such UCC financing statement to Washington Mutual Bank or Washington Mutual Bank fsb, as applicable, or (2) an assignment of the interest of the originator in the Security Agreement, the Assignment of Proprietary Lease and the Recognition Agreement to the Trustee or the Trust as provided in clause (Y)(viii) above, but the Mortgage File shall, unless the Cooperative Loan was originated by Washington Mutual Bank or Washington Mutual Bank fsb, include an assignment of such interest to Washington Mutual Bank or Washington Mutual Bank fsb, as applicable.
Mortgage Interest Rate: For any Mortgage Loan, the per annum rate at which interest accrues on such Mortgage Loan pursuant to the terms of the related Mortgage Note.
Mortgage Loan Margin: For each Mortgage Loan, the applicable fixed per annum percentage rate specified in the applicable Mortgage Note and designated as such in the Mortgage Loan Schedule.
Mortgage Loan Purchase Agreement: With respect to (i) any Group 1 or Group 2 Loan, the Mortgage Loan Purchase and Sale Agreement, dated as of December 28, 2005, between the Company and Washington Mutual Mortgage Securities Corp., as supplemented and amended by the Term Sheet, dated the Closing Date, between the Company and Washington Mutual Mortgage Securities Corp. and relating to the related Certificates and (ii) any Group 3, Group 4 or Group 5 Loan, the Mortgage Loan Purchase and Sale Agreement, dated as of October 25, 2005, between the Company and Washington Mutual Bank, as supplemented and amended by the Term Sheet, dated the Closing Date, between the Company and Washington Mutual Bank and relating to the related Certificates.
Mortgage Loan Schedule: The schedule or schedules, as amended from time to time, of Mortgage Loans attached hereto as Exhibit D, which shall set forth as to each Mortgage Loan the following, among other things:
(i) its loan number,
(ii) the city, state and zip code of the Mortgaged Property,
(iii) the Minimum Monthly Payment as of the CutOff Date,
(iv) the Appraised Value of the property subject to the Mortgage,
(v) the Principal Balance as of the CutOff Date,
(vi) the Mortgage Interest Rate, as of the CutOff Date, under the Mortgage Note and the Rate Ceiling and Mortgage Loan Margin under the Mortgage Note, and the Index, the initial Interest Rate Adjustment Date and the Monthly Payment Adjustment Terms applicable to such Mortgage Loan,
(vii) whether a Primary Insurance Policy is in effect as of the CutOff Date, and, if so, whether such Primary Insurance Policy is a Special Primary Insurance Policy,
(viii) the maturity of the Mortgage Note,
(ix) the Servicing Fee Rate,
(x) the servicer of such Mortgage Loan (which may be shown on a separate schedule), and
(xi) the applicable term during which a Prepayment Premium, if any, may be imposed on such Mortgage Loan (which shall be shown on a separate schedule),
(xii) its Loan Group, and
(xiii) its Subgroup.
Mortgage Loans: The mortgage loans and cooperative loans (if any), including each Substitute Mortgage Loan, listed on the Mortgage Loan Schedule. With respect to each Mortgage Loan that is a Cooperative Loan, “Mortgage Loan” shall include, but not be limited to, the Mortgage Note and the related Security Agreement, Assignment of Proprietary Lease, Recognition Agreement, Cooperative Stock Certificate and Cooperative Lease and, with respect to each Mortgage Loan other than a Cooperative Loan, “Mortgage Loan” shall include, but not be limited to, the Mortgage Note and the related Mortgage.
Mortgage Note: The note or other evidence of the indebtedness of a Mortgagor under a Mortgage Loan.
Mortgage Pool: All of the Mortgage Loans.
Mortgage Pool Assets: (i) The Mortgage Loans (including all Substitute Mortgage Loans) identified on the Mortgage Loan Schedule, and all rights pertaining thereto, including the related Mortgage Notes, Mortgages, Cooperative Stock Certificates, Cooperative Leases, Security Agreements, Assignments of Proprietary Lease, and Recognition Agreements, and all Minimum Monthly Payments due after the CutOff Date and all other payments and distributions collected with respect to the Mortgage Loans on or after the CutOff Date; (ii) the Certificate Account, the Investment Account, and all money, instruments, investment property, and other property credited thereto, carried therein, or deposited therein (except amounts constituting the WMB Servicing Fee); (iii) the Countrywide Custodial Account, the Custodial Accounts for P&I and any Buydown Fund Account (to the extent of the amounts on deposit or other property therein attributable to the Mortgage Loans), and all money, instruments, investment property, and other property credited thereto, carried therein, or deposited therein (except amounts constituting the WMB Servicing Fee or the Countrywide Servicing Fee); (iv) all property that secured a Mortgage Loan and that has been acquired by foreclosure or deed in lieu of foreclosure or, in the case of a Cooperative Loan, a similar form of conversion, after the CutOff Date; and (v) each FHA insurance policy, Primary Insurance Policy, VA guaranty, and other insurance policy related to any Mortgage Loan, and all amounts paid or payable thereunder and all proceeds thereof.
Mortgaged Property: With respect to any Mortgage Loan, other than a Cooperative Loan, the real property, together with improvements thereto, and, with respect to any Cooperative Loan, the related Cooperative Stock and Cooperative Lease, securing the indebtedness of the Mortgagor under the related Mortgage Note. “Mortgaged Property” shall also refer to property which once secured the indebtedness of a Mortgagor under the related Mortgage Loan but which was acquired by the Trust upon foreclosure or other liquidation of such Mortgage Loan.
Mortgagor: The obligor on a Mortgage Note.
Negative Amortization Amount: For any Due Date for any Mortgage Loan, the excess, if any, of (i) the amount of interest accrued on such Mortgage Loan, during the monthly period immediately preceding such Due Date, at the related Mortgage Interest Rate, over (ii) the Minimum Monthly Payment due on such Mortgage Loan on such Due Date.
Net Negative Amortization Amount: For any Distribution Date and (a) any Loan Group, the excess, if any, of (i) the aggregate of Negative Amortization Amounts with respect to the Mortgage Loans in such Loan Group for the Due Date in the calendar month of such Distribution Date over (ii) the sum of (x) Curtailments received during the Prior Period from the Mortgage Loans in such Loan Group and (y) Payoffs received during the applicable Payoff Period from the Mortgage Loans in such Loan Group and (b) any Subgroup, the Net Negative Amortization for the related Loan Group, allocated to the related Subgroup or Subgroups pro rata according to such Subgroup's Unadjusted Net Negative Amortization.
For any Distribution Date and Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4 or Loan Group 5, (a) the Net Negative Amortization Amount for such Distribution Date and such Loan Group shall be allocated to the (i) Class IZ1 Regular Interest (in the case of Loan Group 1), (ii) Class IZ2 Regular Interest (in the case of Loan Group 2), (iii) Class IIZ1 Regular Interest (in the case of Loan Group 3), (iv) Class IIZ2 Regular Interest (in the case of Loan Group 4) or (v) Class IIZ3 Regular Interest (in the case of Loan Group 5) in reduction of the Interest Distribution Amount for such Class, and (b) the Class Principal Balance of the Class IZ1 Regular Interest, Class IZ2 Regular Interest, Class IIZ1 Regular Interest, Class IIZ2 Regular Interest or Class IIZ3 Regular Interest, as applicable, shall be increased by such Net Negative Amortization Amount allocated thereto for such Distribution Date.
For any Distribution Date, (a) the Net Negative Amortization Amount for Loan Group 1 and Loan Group 2 for such Distribution Date shall be allocated to the Class IIILT1 Regular Interest, in reduction of the Interest Distribution Amount for such Class, (b) the Class IIILT1 Principal Balance shall be increased by such Net Negative Amortization Amount for such Distribution Date, (c) the Net Negative Amortization Amount for Loan Group 3, Loan Group 4 and Loan Group 5 for such Distribution Date shall be allocated to the Class IIILT9 Regular Interest, in reduction of the Interest Distribution Amount for such Class and (d) the Class IIILT9 Principal Balance shall be increased by such Net Negative Amortization Amount for such Distribution Date.
(I) For any Distribution Date and each of Subgroup 1A, Subgroup 1B, Subgroup 2A, Subgroup 2B, Loan Group 1 and Loan Group 2, the Net Negative Amortization Amount for such Distribution Date and such Subgroup or Loan Group shall be allocated among the REMIC IV Regular Interests (or Components thereof, as applicable) as follows:
(i) first, (a) the Net Negative Amortization Amount for Subgroup 1A, to the Class CX1 Subgroup 1A IO Component in reduction of the Interest Distribution Amount for such Component, until such amount is reduced to zero, (b) the Net Negative Amortization Amount for Subgroup 2A, to the Class CX1 Subgroup 2A IO Component in reduction of the Interest Distribution Amount for such Component, until such amount is reduced to zero, (c) the Net Negative Amortization Amount for Subgroup 1B, to the Class CX2PPP Subgroup 1B IO Component in reduction of the Interest Distribution Amount for such Component, until such amount is reduced to zero and (d) the Net Negative Amortization Amount for Subgroup 2B, to the Class CX2PPP Subgroup 2B IO Component in reduction of the Interest Distribution Amount for such Component, until such amount is reduced to zero;
(ii) second, (a) the Net Negative Amortization Amount for Subgroup 1A remaining after the allocation pursuant to clause (i)(a) above, to the Class CX2PPP Subgroup 1B IO Component in reduction of the remaining portion of the Interest Distribution Amount for such Component, until such remaining amount is reduced to zero, (b) the Net Negative Amortization Amount for Subgroup 2A remaining after the allocation pursuant to clause (i)(b) above, to the Class CX2PPP Subgroup 2B IO Component in reduction of the remaining portion of the Interest Distribution Amount for such Component, until such remaining amount is reduced to zero, (c) the Net Negative Amortization Amount for Subgroup 1B remaining after the allocation pursuant to clause (i)(c) above, to the Class CX1 Subgroup 1A IO Component in reduction of the remaining portion of the Interest Distribution Amount for such Component, until such remaining amount is reduced to zero, and (d) the Net Negative Amortization Amount for Subgroup 2B remaining after the allocation pursuant to clause (i)(d) above, to the Class CX1 Subgroup 2A IO Component in reduction of the remaining portion of the Interest Distribution Amount for such Component, until such remaining amount is reduced to zero;
(iii) third, (a) the Net Negative Amortization Amount for Subgroup 1A remaining after the allocation pursuant to clauses (i)(a) and (ii)(a) above, to the Class CX1 Subgroup 2A IO Component in reduction of the remaining portion of the Interest Distribution Amount for such Component, until such remaining amount is reduced to zero, (b) the Net Negative Amortization Amount for Subgroup 2A remaining after the allocation pursuant to clauses (i)(b) and (ii)(b) above, to the Class CX1 Subgroup 1A IO Component in reduction of the remaining portion of the Interest Distribution Amount for such Component, until such remaining amount is reduced to zero, (c) the Net Negative Amortization Amount for Subgroup 1B remaining after the allocation pursuant to clauses (i)(c) and (ii)(c) above, to the Class CX2PPP Subgroup 2B IO Component in reduction of the remaining portion of the Interest Distribution Amount for such Component, until such remaining amount is reduced to zero, and (d) the Net Negative Amortization Amount for Subgroup 2B remaining after the allocation pursuant to clauses (i)(d) and (ii)(d) above, to the Class CX2PPP Subgroup 1B IO Component in reduction of the remaining portion of the Interest Distribution Amount for such Component, until such remaining amount is reduced to zero;
(iv) fourth, (a) the Net Negative Amortization Amount for Subgroup 1A remaining after the allocation pursuant to clauses (i)(a), (ii)(a) and (iii)(a) above, to the Class CX2PPP Subgroup 2B IO Component in reduction of the remaining portion of the Interest Distribution Amount for such Component, until such remaining amount is reduced to zero, (b) the Net Negative Amortization Amount for Subgroup 2A remaining after the allocation pursuant to clauses (i)(b), (ii)(b) and (iii)(b) above, to the Class CX2PPP Subgroup 1B IO Component in reduction of the remaining portion of the Interest Distribution Amount for such Component, until such remaining amount is reduced to zero, (c) the Net Negative Amortization Amount for Subgroup 1B remaining after the allocation pursuant to clauses (i)(c), (ii)(c) and (iii)(c) above, to the Class CX1 Subgroup 2A IO Component in reduction of the remaining portion of the Interest Distribution Amount for such Component, until such remaining amount is reduced to zero, and (d) the Net Negative Amortization Amount for Subgroup 2B remaining after the allocation pursuant to clauses (i)(d), (ii)(d) and (iii)(d) above, to the Class CX1 Subgroup 1A IO Component in reduction of the remaining portion of the Interest Distribution Amount for such Component, until such remaining amount is reduced to zero;
(v) fifth, the Net Negative Amortization Amount for Loan Group 1 remaining after the allocations pursuant to clauses (i), (ii), (iii) and (iv) above, to the Class 1AL and Group LBL Regular Interests and the Class CA Group 1 Components in proportion to the excess, if any, for each such Class or Component of (x) the amount of interest accrued during the NoDelay Accrual Period or Prior Period, as applicable, on the Class Principal Balance or Component Principal Balance for such Class or Component at the applicable Certificate Interest Rate for such Class or Component, over (y) the amount of interest that would have accrued during the NoDelay Accrual Period or Prior Period, as applicable, on the Class Principal Balance or Component Principal Balance for such Class or Component had the Certificate Interest Rate for such Class or Component equaled the Adjusted Cap Rate for such Class or Component and for such Distribution Date (such excess, in the case of each Class of Group LBL Regular Interests, multiplied by a fraction, the numerator of which is the Subordinate Component Balance for Loan Group 1 and the denominator of which is the aggregate Class Principal Balance of the Group LBL Regular Interests), in reduction of the Interest Distribution Amount for each such Class or Component; and
(vi) sixth, the Net Negative Amortization Amount for Loan Group 2 remaining after the allocations pursuant to clauses (i), (ii), (iii) and (iv) above, to the Class 2AL and Group LBL Regular Interests and the Class CA Group 2 Components in proportion to the excess, if any, for each such Class or Component of (x) the amount of interest accrued during the NoDelay Accrual Period or Prior Period, as applicable, on the Class Principal Balance or Component Principal Balance for such Class or Component at the applicable Certificate Interest Rate for such Class or Component, over (y) the amount of interest that would have accrued during the NoDelay Accrual Period or Prior Period, as applicable, on the Class Principal Balance or Component Principal Balance for such Class or Component had the Certificate Interest Rate for such Class or Component equaled the Adjusted Cap Rate for such Class or Component and for such Distribution Date (such excess, in the case of each Class of Group LBL Regular Interests, multiplied by a fraction, the numerator of which is the Subordinate Component Balance for Loan Group 2 and the denominator of which is the aggregate Class Principal Balance of the Group LBL Regular Interests), in reduction of the Interest Distribution Amount for each such Class or Component.
(II) For any Distribution Date and each of Loan Group 3, Loan Group 4 and Loan Group 5, the Net Negative Amortization Amount for such Distribution Date and such Loan Group shall be allocated among the REMIC IV Regular Interests (or Components thereof, as applicable) as follows:
(i) first, (a) the Net Negative Amortization Amount for Loan Group 3, to the Class EXPPP Loan Group 3 IO Component in reduction of the Interest Distribution Amount for such Component, until such amount is reduced to zero, (b) the Net Negative Amortization Amount for Loan Group 4, to the Class EXPPP Loan Group 4 IO Component in reduction of the Interest Distribution Amount for such Component, until such amount is reduced to zero and (c) the Net Negative Amortization Amount for Loan Group 5, to the Class 5XPPPL Regular Interest in reduction of the Interest Distribution Amount for such Class, until such amount is reduced to zero;
(ii) second, (a) the Net Negative Amortization Amount for Loan Group 3 remaining after the allocation pursuant to clause (i)(a) above, to the Class EXPPP Loan Group 4 IO Component in reduction of the remaining portion of the Interest Distribution Amount for such Component, until such remaining amount is reduced to zero and (b) the Net Negative Amortization Amount for Loan Group 4 remaining after the allocation pursuant to clause (i)(b) above, to the Class EXPPP Loan Group 4 IO Component in reduction of the remaining portion of the Interest Distribution Amount for such Component, until such remaining amount is reduced to zero;
(iii) third, (a) the Net Negative Amortization Amount for Loan Group 3 remaining after the allocation pursuant to clauses (i)(a) and (ii)(a) above, to the Class 5XPPPL Regular Interest in reduction of the remaining portion of the Interest Distribution Amount for such Class (pro rata with the allocation in clause (iii)(b), if any), until such remaining amount is reduced to zero, (b) the Net Negative Amortization Amount for Loan Group 4 remaining after the allocation pursuant to clauses (i)(b) and (ii)(b) above, to the Class 5XPPPL Regular Interest in reduction of the remaining portion of the Interest Distribution Amount for such Class (pro rata with the allocation in clause (iii)(a), if any), until such remaining amount is reduced to zero and (c) the Net Negative Amortization Amount for Loan Group 5 remaining after the allocation pursuant to clause (i)(c) above, to the Class EXPPP Loan Group 3 IO and Class EXPPP Loan Group 4 IO Components in reduction of the remaining portion of the Interest Distribution Amount for such Components (pro rata according to the remaining interest amount for the Class EXPPP Loan Group 3 IO and Class EXPPP Loan Group 4 IO Components after the allocations in clauses (i) and (ii) above), until such remaining amount is reduced to zero;
(iv) fourth, the Net Negative Amortization Amount for Loan Group 3 remaining after the allocations pursuant to clauses (i), (ii) and (iii) above, to the Class 3AL and Group MBL Regular Interests and the Class CA Group 3 Components in proportion to the excess, if any, for each such Class or Component of (x) the amount of interest accrued during the NoDelay Accrual Period or Prior Period, as applicable, on the Class Principal Balance or Component Principal Balance for such Class or Component at the applicable Certificate Interest Rate for such Class or Component, over (y) the amount of interest that would have accrued during the NoDelay Accrual Period or Prior Period, as applicable, on the Class Principal Balance or Component Principal Balance for such Class or Component had the Certificate Interest Rate for such Class or Component equaled the Adjusted Cap Rate for such Class or Component and for such Distribution Date (such excess, in the case of each Class of Group MBL Regular Interests, multiplied by a fraction, the numerator of which is the Subordinate Component Balance for Loan Group 3 and the denominator of which is the aggregate Class Principal Balance of the Group MBL Regular Interests), in reduction of the Interest Distribution Amount for each such Class or Component;
(v) fifth, the Net Negative Amortization Amount for Loan Group 4 remaining after the allocations pursuant to clauses (i), (ii) and (iii) above, to the Class 4AL, Class 4A1L, Class 4A2L, Class 4ABL and Group MBL Regular Interests and the Class CA Group 4 Components in proportion to the excess, if any, for each such Class or Component of (x) the amount of interest accrued during the NoDelay Accrual Period or Prior Period, as applicable, on the Class Principal Balance or Component Principal Balance for such Class or Component at the applicable Certificate Interest Rate for such Class or Component, over (y) the amount of interest that would have accrued during the NoDelay Accrual Period or Prior Period, as applicable, on the Class Principal Balance or Component Principal Balance for such Class or Component had the Certificate Interest Rate for such Class or Component equaled the Adjusted Cap Rate for such Class or Component and for such Distribution Date (such excess, in the case of each Class of Group MBL Regular Interests, multiplied by a fraction, the numerator of which is the Subordinate Component Balance for Loan Group 4 and the denominator of which is the aggregate Class Principal Balance of the Group MBL Regular Interests), in reduction of the Interest Distribution Amount for each such Class or Component; and
(vi) sixth, the Net Negative Amortization Amount for Loan Group 5 remaining after the allocations pursuant to clauses (i), (ii) and (iii) above, to the Class 5AL and Group MBL Regular Interests and the Class CA Group 5 Components in proportion to the excess, if any, for each such Class or Component of (x) the amount of interest accrued during the NoDelay Accrual Period or Prior Period, as applicable, on the Class Principal Balance or Component Principal Balance for such Class or Component at the applicable Certificate Interest Rate for such Class or Component, over (y) the amount of interest that would have accrued during the NoDelay Accrual Period or Prior Period, as applicable, on the Class Principal Balance or Component Principal Balance for such Class or Component had the Certificate Interest Rate for such Class or Component equaled the Adjusted Cap Rate for such Class or Component and for such Distribution Date (such excess, in the case of each Class of Group MBL Regular Interests, multiplied by a fraction, the numerator of which is the Subordinate Component Balance for Loan Group 5 and the denominator of which is the aggregate Class Principal Balance of the Group MBL Regular Interests), in reduction of the Interest Distribution Amount for each such Class or Component.
For any Distribution Date, the Class Principal Balance or Component Principal Balance, as applicable, for each Class of REMIC IV Regular Interests (other than the Class XL Regular Interests) or Component thereof, as applicable, shall be increased by the amount allocated in reduction of the Interest Distribution Amount for such Class (or Component) pursuant to the to immediately preceding sentences, as applicable, and the Component Principal Balance for each Class X PO Component shall be increased by the amount allocated in reduction of the Interest Distribution Amount for the Class X IO Component related to the same Subgroup or Loan group, as applicable.
NoDelay Accrual Period: For any Distribution Date, the period beginning on the 25th day of the month preceding that Distribution Date (or, in the case of the first Distribution Date, on the Closing Date) and ending on the 24th day of the month of that Distribution Date.
Nonrecoverable WMB Advance: With respect to any WMB Mortgage Loan, any advance which the Servicer shall determine to be a Nonrecoverable WMB Advance pursuant to Section 4.03 and which was, or is proposed to be, made by the Servicer.
NonU.S. Person: A Person that is not a U.S. Person.
Notice Addresses: (a) In the case of the Company, 1301 Second Avenue, WMC 3501A, Seattle, WA 98101, or such other address as may hereafter be furnished to the Trustee in writing by the Company, (b) in the case of the Servicer, 2210 Enterprise Drive, Florence, SC 29501, Attention: Vice President, Investor Reporting, with a copy to: Washington Mutual Legal Department, 1301 Second Avenue, WMC 3501, Seattle, WA 98101, Fax No: (206) 3776244, Attention: WaMu, and with a copy to Washington Mutual Mortgage Securities Corp., 75 North Fairway Drive, Vernon Hills, Illinois 60061, Attention: Bond Administration, or such other address and fax number as may hereafter be furnished in writing by the Servicer, (c) in the case of the Trustee, at its Corporate Trust Office, or such other address as may hereafter be furnished to the Servicer in writing by the Trustee, (d) in the case of the Delaware Trustee, 300 Delaware Avenue, Suite 714, Wilmington, DE 19801, Attention: Corporate Trust Administration, or such other address as may hereafter be furnished to the Servicer in writing by the Delaware Trustee, (e) in the case of the Trust, c/o LaSalle Bank National Association, at the Corporate Trust Office, or such other address as may hereafter be furnished to the Servicer in writing by the Trustee, (f) in the case of the Certificate Registrar, at its Corporate Trust Office, or such other address as may hereafter be furnished to the Trustee in writing by the Certificate Registrar, (g) in the case of S&P, 55 Water Street, 41st Floor, New York, New York 100410003, Attention: Residential Mortgage Backed Securities Surveillance Group, or such other address as may hereafter be furnished to the Trustee and Servicer in writing by S&P, and (h) in the case of Moody’s, 99 Church Street, New York, NY 10007, Attention: Monitoring, or such other address as may hereafter be furnished to the Trustee and Servicer in writing by Moody’s.
Officer’s Certificate: A certificate signed by the Chairman of the Board, the President, a Vice President, or the Treasurer of the Servicer and delivered to the Trustee or the Delaware Trustee, as applicable.
OneMonth LIBOR: The average of interbank offered rates for onemonth U.S. dollardenominated deposits in the London market, as published in The Wall Street Journal.
OneYear MTA: The twelvemonth moving average monthly yield on United States Treasury Securities adjusted to a constant maturity of one year as published by the Federal Reserve Board in the Federal Reserve Statistical Release “Selected Interest Rates (H.15),” determined by averaging the monthly yields for the most recently available twelve months.
Opinion of Counsel: A written opinion of counsel, who shall be reasonably acceptable to the Trustee or the Delaware Trustee, as applicable, and who may be counsel (including inhouse counsel) for the Company or the Servicer.
Original Trust Agreement: The Trust Agreement, dated as of March 1, 2007, between the Company and the Delaware Trustee, providing for the creation of the Trust.
OTS: The Office of Thrift Supervision, or any successor thereto.
Overcollateralization Amount: For any Overcollateralized Group for any Distribution Date, the excess, if any, of (a) the aggregate Principal Balance of the Mortgage Loans in such Loan Group over (b) the sum of (i) the sum of the Class Principal Balances (or Component Principal Balances, if applicable) of the Class AL and Class XL Regular Interests (or Components thereof, if applicable) related to such Loan Group and (ii) the Subordinate Component Balance for such Loan Group, in each case immediately prior to such Distribution Date.
Overcollateralized Group: Either (i) either of Loan Group 1 or Loan Group 2, if on any Distribution Date such Loan Group is not an Undercollateralized Group and the other of such Loan Groups is an Undercollateralized Group and (ii) any of Loan Group 3, Loan Group 4 or Loan Group 5, if on any Distribution Date such Loan Group or Loan Groups is not an Undercollateralized Group or Undercollateralized Groups and the other or others of such Loan Groups is an Undercollateralized Group.
Ownership Interest: With respect to any Residual Certificate, any ownership or security interest in such Residual Certificate, including any interest in a Residual Certificate as the Holder thereof and any other interest therein whether direct or indirect, legal or beneficial, as owner or as pledgee.
PassThrough Entity: Any regulated investment company, real estate investment trust, common trust fund, partnership, trust or estate, and any organization to which Section 1381 of the Code applies.
PassThrough Rate: For each Mortgage Loan, the excess, if any, of the Mortgage Interest Rate for such Mortgage Loan over the sum of (i) the Servicing Fee Rate for such Mortgage Loan and (ii) if such Mortgage Loan was covered by a Special Primary Insurance Policy on the Closing Date (even if no longer so covered), the per annum rate at which the applicable Special Primary Insurance Premium for such Mortgage Loan is calculated. For each Mortgage Loan, any calculation of monthly interest at such rate shall be based upon annual interest at such rate (computed on the basis of a 360day year of twelve 30day months) on the unpaid Principal Balance of such Mortgage Loan divided by twelve, and any calculation of interest at such rate by reason of a Payoff shall be based upon annual interest at such rate on the outstanding Principal Balance of such Mortgage Loan multiplied by a fraction, the numerator of which is the number of days elapsed from the Due Date of the last scheduled payment of principal and interest to, but not including, the date of such Payoff, and the denominator of which is (a) for Payoffs received on a Due Date, 360, and (b) for all other Payoffs, 365.
Paying Agent: Any paying agent appointed by the Trustee pursuant to Section 8.12.
Payoff: Any payment by or on behalf of a Mortgagor of principal on a Mortgage Loan equal to the entire outstanding principal balance of such Mortgage Loan, if received in advance of the last scheduled Due Date for such Mortgage Loan and accompanied by an amount of interest equal to accrued unpaid interest on the Mortgage Loan to the date of such payment in full. (Prepayment penalties are not payments of principal and hence Payoffs do not include prepayment penalties.)
Payoff Earnings: For any Distribution Date with respect to each WMB Loan on which a Payoff was received by the Servicer during the Payoff Period, the aggregate of the interest earned by the Servicer from investment of each such Payoff from the date of receipt of such Payoff until the Business Day immediately preceding the related Distribution Date (net of investment losses).
Payoff Interest: For any Distribution Date with respect to a WMB Loan for which a Payoff was received on or after the first calendar day of the month of such Distribution Date and before the 15th calendar day of such month, an amount of interest thereon at the applicable PassThrough Rate from the first day of the month of distribution through the day of receipt thereof; to the extent (together with aggregate Payoff Earnings and the aggregate WMB Servicing Fee) not required to be distributed as WMB Compensating Interest on such Distribution Date, aggregate Payoff Interest shall be paid to the Servicer as additional servicing compensation.
Payoff Period: For the WMB Loans and for the first Distribution Date, the period from the CutOff Date through April 14, 2007, inclusive; and for the WMB Loans and for any Distribution Date thereafter, the period from the 15th day of the Prior Period through the 14th day of the month of such Distribution Date, inclusive. For the Countrywide Loans and for any Distribution Date, the Prior Period for such Distribution Date.
Percentage Interest: (a) With respect to the right of each Certificate of a particular Class in the distributions allocated to such Class, “Percentage Interest” shall mean the percentage equal to:
(i) with respect to any Certificate (other than the Class X and Residual Certificates), its Certificate Principal Balance divided by the applicable Class Principal Balance;
(ii) with respect to any Class X Certificate, the portion of the related Class Notional Amount evidenced by such Certificate divided by the related Class Notional Amount; and
(iii) with respect to any Residual Certificate, the percentage set forth on the face of such Certificate.
(b) With respect to the rights of each Certificate in connection with Sections 5.09, 7.01, 8.01(c), 8.02, 8.07, 10.01 and 10.03, “Percentage Interest” shall mean the percentage equal to:
(i) with respect to any Certificate (other than the Class X and Residual Certificates), the product of (x) ninetyfive percent (95%) and (y) its Certificate Principal Balance divided by the Aggregate Certificate Principal Balance of the Certificates (or, with respect to its rights in connection with Section 5.09, by the aggregate Class Principal Balance of the BookEntry Certificates); provided, however, that the percentage in clause (x) above shall be increased by one percent (1%) upon the retirement of each Class of Class X Certificates;
(ii) with respect to any Class X Certificate, one percent (1%) of such Certificate’s Percentage Interest as calculated by paragraph (a)(ii) of this definition; and
(iii) with respect to any Residual Certificate, zero.
Permitted Transferee: With respect to the holding or ownership of any Residual Certificate, any Person other than (i) the United States, a State or any political subdivision thereof, or any agency or instrumentality of any of the foregoing, (ii) a foreign government, International Organization or any agency or instrumentality of either of the foregoing, (iii) an organization (except certain farmers’ cooperatives described in Code Section 521) which is exempt from the taxes imposed by Chapter 1 of the Code (unless such organization is subject to the tax imposed by Section 511 of the Code on unrelated business taxable income), (iv) rural electric and telephone cooperatives described in Code Section 1381(a)(2)(C), (v) any “electing large partnership” as defined in Section 775(a) of the Code, (vi) any Person from whom the Trustee has not received an affidavit to the effect that it is not a “disqualified organization” within the meaning of Section 860E(e)(5) of the Code, and (vii) any other Person so designated by the Company based upon an Opinion of Counsel that the transfer of an Ownership Interest in a Residual Certificate to such Person may cause REMIC I, REMIC II, REMIC III or REMIC IV to fail to qualify as a REMIC at any time that the Certificates are outstanding. The terms “United States,” “State” and “International Organization” shall have the meanings set forth in Code Section 7701 or successor provisions. A corporation shall not be treated as an instrumentality of the United States or of any State or political subdivision thereof if all of its activities are subject to tax, and, with the exception of the Freddie Mac, a majority of its board of directors is not selected by such governmental unit.
Person: Any individual, corporation, limited liability company, partnership, joint venture, association, jointstock company, trust, unincorporated organization, government or any agency or political subdivision thereof, or any other entity or organization, whether or not a legal entity.
Plan Investor: With respect to a transfer of a Certificate, an employee benefit or other plan subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code, or any person (including an investment manager, a named fiduciary or a trustee of any such plan) acting, directly or indirectly, on behalf of or purchasing such Certificate with “plan assets” of any such plan.
Prepaid Monthly Payment: Any Minimum Monthly Payment received prior to its scheduled Due Date, which is intended to be applied to a Mortgage Loan on its scheduled Due Date and held by the Servicer or Countrywide, as applicable, until so applied.
Prepayment Premium: With respect to any WMB Mortgage Loan, any fee or premium required to be paid by the Mortgagor if the Mortgagor voluntarily prepays such WMB Mortgage Loan in full as provided in the related Mortgage Note or Mortgage, except for any such fee or premium required to be paid more than three years after origination thereof.
Primary Insurance Policy: With respect to any Mortgage Loan, a primary policy of mortgage guaranty insurance, if any, on such Mortgage Loan (including any Special Primary Insurance Policy).
Principal Balance: Except as used in Sections 2.08, 3.09 and 9.01 and except for purposes of the definition of Repurchase Price, for any date of determination, the principal balance of a Mortgage Loan remaining to be paid at the close of business on the Cut‑Off Date, after application of all scheduled principal payments due on or before the Cut‑Off Date, whether or not received (or, in the case of a Substitute Mortgage Loan, its principal balance on its date of substitution, after deduction of all scheduled principal payments due on or before such date, whether or not received), reduced by all amounts distributed or to be distributed to, and any Realized Loss allocated or to be allocated to, Certificateholders through such date of determination that are reported as allocable to principal of such Mortgage Loan, and increased by all Negative Amortization Amounts for such Mortgage Loan for prior Due Dates (other than, if such date of determination occurs earlier in the month than the Distribution Date, any Negative Amortization Amount for such Mortgage Loan for the Due Date in the month of determination).
For purposes of the definition of Repurchase Price and as used in Sections 2.08, 3.09 and 9.01, for any date of determination, the principal balance of a Mortgage Loan remaining to be paid at the close of business on the CutOff Date, after deduction of all scheduled principal payments due on or before the CutOff Date, whether or not received (or, in the case of a Substitute Mortgage Loan, its principal balance on its date of substitution, after deduction of all scheduled principal payments due on or before such date, whether or not received), reduced by all amounts distributed or to be distributed to Certificateholders (other than the price paid by the Servicer in connection with a purchase by the Servicer of the Mortgage Loans pursuant to Section 9.01) through the Distribution Date in the month of determination that are reported as allocable to principal of such Mortgage Loan, and increased by all Negative Amortization Amounts for such Mortgage Loan for prior Due Dates.
Principal Payment: Any payment of principal on a Mortgage Loan other than a Principal Prepayment.
Principal Payment Amount: For any Distribution Date and for any Loan Group, the sum with respect to the Mortgage Loans in such Loan Group of (i) the scheduled principal payments (if any) on the Mortgage Loans due on the related Due Date, (ii) the principal portion of Repurchase Proceeds received during the Prior Period (other than any Repurchase Proceeds included in Subsequent Recoveries for such Distribution Date) and (iii) any other unscheduled payments of principal which were received with respect to any Mortgage Loan during the Prior Period, other than Payoffs, Curtailments, Liquidation Principal and Subsequent Recoveries.
Principal Prepayment: Any payment of principal on a Mortgage Loan which constitutes a Payoff or a Curtailment.
Principal Prepayment Amount: For any Distribution Date and for any Loan Group, the sum with respect to the Mortgage Loans in such Loan Group of (i) Curtailments received during the Prior Period from such Mortgage Loans and (ii) Payoffs received during the applicable Payoff Period from such Mortgage Loans, such sum reduced (but not to less than zero) by the aggregate of Negative Amortization Amounts with respect to such Mortgage Loans for the Due Date in the calendar month of such Distribution Date.
Principal Transfer Amount: For any Distribution Date for each Undercollateralized Group, the excess, if any, of (a) the sum of the Class Principal Balances (or Component Principal Balances, if applicable) of the Class AL and Class XL Regular Interests (or Components thereof, if applicable) related to such Loan Group over (b) the aggregate Principal Balance of the Mortgage Loans in such Loan Group, in each case immediately prior to such Distribution Date.
Prior Period: With respect to any Distribution Date, the calendar month immediately preceding such Distribution Date.
Prospectus: The Prospectus, dated March 22, 2007, and the Prospectus Supplement, dated March 26, 2007, of the Company.
Rate Ceiling: The maximum per annum Mortgage Interest Rate permitted under the related Mortgage Note.
Rate Floor: The minimum per annum Mortgage Interest Rate permitted under the related Mortgage Note.
Rating Agency: Initially, each of S&P and Moody’s and thereafter, each nationally recognized statistical rating organization that has rated the Certificates at the request of the Company, or their respective successors in interest.
Ratings: As of any date of determination, the ratings, if any, of the Certificates as assigned by the applicable Rating Agencies.
Reacquired Mortgage Loan: A Mortgage Loan for which another Mortgage Loan is substituted pursuant to and in accordance with the provisions of Section 2.08.
Realized Loss: For any Distribution Date, with respect to any Mortgage Loan that became a Liquidated Mortgage Loan during the related Prior Period, the sum of (A) the excess, if any, of (i) accrued and unpaid interest on such Mortgage Loan over (ii) the aggregate Insurance Proceeds and Liquidation Proceeds received with respect to such Mortgage Loan (the interest portion of such Realized Loss) and (B) the excess, if any, of (i) the sum of (a) the Principal Balance of such Mortgage Loan immediately before such Distribution Date and (b) the aggregate amount of Monthly P&I Advances or Monthly Advances (as defined in the Countrywide Agreement) (other than advances of delinquent interest) and any other advances made hereunder by the Servicer or under the Countrywide Agreement by Countrywide, as applicable, with respect to such Mortgage Loan, to the extent not previously reimbursed, over (ii) the aggregate Insurance Proceeds and Liquidation Proceeds received with respect to such Mortgage Loan (the amount in this clause (B)(ii) reduced by the amount in clause (A)(i) above) (the principal portion of such Realized Loss); provided, however, that for purposes of allocating Realized Losses to the REMIC I, REMIC II, REMIC III and REMIC IV Regular Interests pursuant to this definition of “Realized Loss,” the aggregate principal portion of Realized Losses for any Loan Group for any Distribution Date shall be reduced by the Cumulative CarryForward Subsequent Recoveries Amount for such Distribution Date for such Loan Group. For any Distribution Date, with respect to any Mortgage Loan that is not a Liquidated Mortgage Loan, the amount of the Bankruptcy Loss for such Mortgage Loan and such Distribution Date.
(I) Realized Losses on Group 1 and Group 2 Loans shall be allocated to the REMIC I Regular Interests as follows: The interest portion of such Realized Losses, if any, shall be allocated among the Classes of REMIC I Regular Interests related to each such Loan Group pro rata according to the amount of interest accrued but unpaid thereon, in reduction thereof (i.e. the “related” Loan Group for the Class IY1 and Class IZ1 Regular Interests is Loan Group 1 and the “related” Loan Group for the Class IY2 and Class IZ2 Regular Interests is Loan Group 2). 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 in such Loan Group and allocated pursuant to the succeeding sentences. The principal portion of Realized Losses with respect to Loan Group 1 and Loan Group 2 shall be allocated, first, to the Class Y Regular Interest related to the Loan Group to the extent of the applicable Class Y Principal Reduction Amount in reduction of the Class Principal Balance of such Regular Interest and, second, the remainder, if any, of such principal portion of such Realized Losses shall be allocated to the related Class Z Regular Interest in reduction of the Class Principal Balance thereof.
Realized Losses on the Group 1 Loans shall be allocated among the REMIC III Regular Interests as follows: The interest portion of Realized Losses, if any, shall be allocated among the Class IIILTY1, Class IIILT1, Class IIILT2 and Class IIILT4 Regular Interests pro rata according to the amount of interest accrued but unpaid thereon, in reduction thereof. Any interest portion of those Realized Losses in excess of the amount allocated pursuant to the preceding sentence shall be treated as a principal portion of Realized Losses and allocated pursuant to the second succeeding sentences. The principal portion of those Realized Losses, if any, shall be allocated (a) first, to the Class IIILTY1 Regular Interest to the same extent that such losses were allocated to the Class IY1 Regular Interest, respectively, pursuant to the immediately preceding paragraph, (b) second, to the Class IIILT2, Class IIILT3 and Class IIILT4 Regular Interests, pro rata according to the Principal Reduction Amount thereof, to the extent of such Principal Reduction Amount in reduction of the Class Principal Balance of such Regular Interest, (c) third, to the Class IIILT1 Regular Interest, in reduction of the Class Principal Balance thereof, and (d) fourth, to the Class IIILT2, Class IIILT3 and Class IIILT4 Regular Interests, pro rata according to the Class Principal Balance thereof remaining after the application of clause (b) above, in reduction thereof.
Realized Losses on the Group 2 Loans shall be allocated among the REMIC III Regular Interests as follows: The interest portion of Realized Losses, if any, shall be allocated among the Class IIILTY2, Class IIILT1, Class IIILT6 and Class IIILT8 Regular Interests pro rata according to the amount of interest accrued but unpaid thereon, in reduction thereof. Any interest portion of those Realized Losses in excess of the amount allocated pursuant to the preceding sentence shall be treated as a principal portion of Realized Losses and allocated pursuant to the succeeding sentence. The principal portion of those Realized Losses, if any, shall be allocated (a) first, to the Class IIILTY2 Regular Interest to the same extent that such losses were allocated to the Class IY2 Regular Interest, respectively, pursuant to the second preceding paragraph, (b) second, to the Class IIILT6, Class IIILT7 and Class IIILT8 Regular Interests, pro rata according to the Principal Reduction Amount thereof, to the extent of such Principal Reduction Amount in reduction of the Class Principal Balance of such Regular Interest, (c) third, to the Class IIILT1 Regular Interest, in reduction of the Class Principal Balance thereof, and (d) fourth, to the Class IIILT6, Class IIILT7 and Class IIILT8 Regular Interests, pro rata according to the Class Principal Balance thereof remaining after the application of clause (b) above, in reduction thereof.
Realized Losses on Mortgage Loans in Loan Group 1 and Loan Group 2 shall be allocated among the REMIC IV Regular Interests (i) for Realized Losses allocable to principal (a) first, to the Class LB14L Regular Interest, until the Class LB14L Principal Balance has been reduced to zero, (b) second, to the Class LB13L Regular Interest, until the Class LB13L Principal Balance has been reduced to zero, (c) third, to the Class LB12L Regular Interest, until the Class LB12L Principal Balance has been reduced to zero, (d) fourth, to the Class LB11L Regular Interest, until the Class LB11L Principal Balance has been reduced to zero, (e) fifth, to the Class LB10L Regular Interest, until the Class LB10L Principal Balance has been reduced to zero, (f) sixth, to the Class LB9L Regular Interest, until the Class LB9L Principal Balance has been reduced to zero, (g) seventh, to the Class LB8L Regular Interest, until the Class LB8L Principal Balance has been reduced to zero, (h) eighth, to the Class LB7L Regular Interest, until the Class LB7L Principal Balance has been reduced to zero, (i) ninth, to the Class LB6L Regular Interest, until the Class LB6L Principal Balance has been reduced to zero, (j) tenth, to the Class LB5L Regular Interest, until the Class LB5L Principal Balance has been reduced to zero, (k) eleventh, to the Class LB4L Regular Interest, until the Class LB4L Principal Balance has been reduced to zero, (l) twelfth, to the Class LB3L Regular Interest, until the Class LB3L Principal Balance has been reduced to zero, (m) thirteenth, to the Class LB2L Regular Interest, until the Class LB2L Principal Balance has been reduced to zero, (n) fourteenth, to the Class LB1L Regular Interest, until the Class LB1L Principal Balance has been reduced to zero, and (o) fifteenth, (1) in the case of Realized Losses on Mortgage Loans in Loan Group 1, to the Class 1AL Regular Interest and the Class CA Group 1, Class CX1 Subgroup 1A PO and Class CX2PPP Subgroup 1B PO Components, pro rata, until their respective Class Principal Balances or Component Principal Balances, as applicable, have been reduced to zero; provided, however, that the aggregate of all Realized Losses allocable to principal that would otherwise be allocated to the Class 1AL Regular Interest and the Class CA Group 1 Components pursuant to clause (i) of this paragraph shall instead be allocated as follows:
(A) first, to the Class CA1C Group 1 Component, until its Component Principal Balance has been reduced to zero;
(B) second, to the Class CA1C Group 2 Component, until its Component Principal Balance (after giving effect to Realized Losses allocable to principal and interest allocated to such Component pursuant to clauses (I)(i)(o)(2) and (I)(ii)(o)(2) of this paragraph) has been reduced to zero;
(C) third, to the Class CA1B Group 1 Component, until its Component Principal Balance has been reduced to zero;
(D) fourth, to the Class CA1B Group 2 Component, until its Component Principal Balance (after giving effect to Realized Losses allocable to principal and interest allocated to such Component pursuant to clauses (I)(i)(o)(2) and (I)(ii)(o)(2) of this paragraph) has been reduced to zero; and
(E) fifth, to the Class 1AL Regular Interest, until its Class Principal Balance has been reduced to zero;
and (2) in the case of Realized Losses on Mortgage Loans in Loan Group 2, to the Class 2AL Regular Interest and the Class CA Group 2, Class CX1 Subgroup 2A PO and Class CX2PPP Subgroup 2B PO Components, pro rata, until their respective Class Principal Balances or Component Principal Balances, as applicable, have been reduced to zero; provided, however, that the aggregate of all Realized Losses allocable to principal that would otherwise be allocated to the Class 2AL Regular Interest and the Class CA Group 2 Components pursuant to clause (i) of this paragraph shall instead be allocated as follows:
(A) first, to the Class CA1C Group 2 Component, until its Component Principal Balance has been reduced to zero;
(B) second, to the Class CA1C Group 1 Component, until its Component Principal Balance (after giving effect to Realized Losses allocable to principal and interest allocated to such Component pursuant to clauses (I)(i)(o)(1) and (I)(ii)(o)(1) of this paragraph) has been reduced to zero;
(C) third, to the Class CA1B Group 2 Component, until its Component Principal Balance has been reduced to zero;
(D) fourth, to the Class CA1B Group 1 Component, until its Component Principal Balance (after giving effect to Realized Losses allocable to principal and interest allocated to such Component pursuant to clauses (I)(i)(o)(1) and (I)(ii)(o)(1) of this paragraph) has been reduced to zero; and
(E) fifth, to the Class 2AL Regular Interest, until its Class Principal Balance has been reduced to zero;
and (ii) for Realized Losses allocable to interest (a) first, to the Class LB14L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class LB14L Principal Balance, (b) second, to the Class LB13L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class LB13L Principal Balance, (c) third, to the Class LB12L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class LB12L Principal Balance, (d) fourth, to the Class LB11L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class LB11L Principal Balance, (e) fifth, to the Class LB10L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class LB10L Principal Balance, (f) sixth, to the Class LB9L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class LB9L Principal Balance, (g) seventh, to the Class LB8L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class LB8L Principal Balance, (h) eighth, to the Class LB7L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class LB7L Principal Balance, (i) ninth, to the Class LB6L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class LB6L Principal Balance, (j) tenth, to the Class LB5L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class LB5L Principal Balance, (k) eleventh, to the Class LB4L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class LB4L Principal Balance, (l) twelfth, to the Class LB3L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class LB3L Principal Balance, (m) thirteenth, to the Class LB2L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class LB2L Principal Balance, (n) fourteenth, to the Class LB1L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class LB1L Principal Balance, and (o) fifteenth, (1) in the case of Realized Losses on Mortgage Loans in Loan Group 1, to the Class 1AL Regular Interest and the Class CA Group 1, Class CX1 Subgroup 1A IO and Class CX2PPP Subgroup 1B IO Components, pro rata according to, and in reduction of, accrued but unpaid interest on those Classes and Components and then to the Class 1AL Regular Interest and the Class CA Group 1, Class CX1 Subgroup 1A PO and Class CX2PPP Subgroup 1B PO Components until their respective Class Principal Balances or Component Principal Balances, as applicable, have been reduced to zero; provided, however, that the aggregate of all Realized Losses allocable to interest that would otherwise be allocated to the Class 1AL Regular Interest and the Class CA Group 1 Components pursuant to clause (ii) of this paragraph shall instead be allocated as follows:
(A) first, to the Class CA1C Group 1 Component, in reduction of accrued but unpaid interest thereon and then in reduction of its Component Principal Balance;
(B) second, to the Class CA1C Group 2 Component, in reduction of accrued but unpaid interest thereon and then in reduction of its Component Principal Balance (after giving effect to Realized Losses allocable to principal and interest allocated to such Component pursuant to clauses (I)(i)(o)(2) and (I)(ii)(o)(2) of this paragraph);
(C) third, to the Class CA1B Group 1 Component, in reduction of accrued but unpaid interest thereon and then in reduction of its Component Principal Balance;
(D) fourth, to the Class CA1B Group 2 Component, in reduction of accrued but unpaid interest thereon and then in reduction of its Component Principal Balance (after giving effect to Realized Losses allocable to principal and interest allocated to such Component pursuant to clauses (I)(i)(o)(2) and (I)(ii)(o)(2) of this paragraph); and
(E) fifth, to the Class 1AL Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of its Class Principal Balance;
and (2) in the case of Realized Losses on Mortgage Loans in Loan Group 2, to the Class 2AL Regular Interest and the Class CA Group 2, Class CX1 Subgroup 2A IO and Class CX2PPP Subgroup 2B IO Components, pro rata according to, and in reduction of, accrued but unpaid interest on those Classes and Components and then to the Class 2AL Regular Interest and the Class CA Group 2, Class CX1 Subgroup 2A PO and Class CX2PPP Subgroup 2B PO Components until their respective Class Principal Balances or Component Principal Balances, as applicable, have been reduced to zero; provided, however, that the aggregate of all Realized Losses allocable to interest that would otherwise be allocated to the Class 2AL Regular Interest and Class CA Group 2 Components pursuant to clause (ii) of this paragraph shall instead be allocated as follows:
(A) first, to the Class CA1C Group 2 Component, in reduction of accrued but unpaid interest thereon and then in reduction of its Component Principal Balance;
(B) second, to the Class CA1C Group 1 Component, in reduction of accrued but unpaid interest thereon and then in reduction of its Component Principal Balance (after giving effect to Realized Losses allocable to principal and interest allocated to such Component pursuant to clauses (I)(i)(o)(1) and (I)(ii)(o)(1) of this paragraph);
(C) third, to the Class CA1B Group 2 Component, in reduction of accrued but unpaid interest thereon and then in reduction of its Component Principal Balance;
(D) fourth, to the Class CA1B Group 1 Component, in reduction of accrued but unpaid interest thereon and then in reduction of its Component Principal Balance (after giving effect to Realized Losses allocable to principal and interest allocated to such Component pursuant to clauses (I)(i)(o)(1) and (I)(ii)(o)(1) of this paragraph); and
(E) fifth, to the Class 2AL Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of its Class Principal Balance.
On each Distribution Date, after giving effect to the principal distributions and allocations of Realized Losses and Net Negative Amortization Amounts as provided in this Agreement (without regard to this paragraph), if the aggregate Class Principal Balance of all outstanding Classes of related REMIC IV Regular Interests and the Class R1 Residual Interest (plus any Cumulative CarryForward Subsequent Recoveries Amount for Loan Group 1 or Loan Group 2 for such Distribution Date) exceeds the aggregate principal balance of the Group 1 and Group 2 Loans remaining to be paid at the close of business on the CutOff Date, after deduction of (i) all principal payments due on or before the CutOff Date in respect of each such Mortgage Loan whether or not paid, and (ii) all amounts of principal in respect of each such Mortgage Loan that have been received or advanced and included in the REMIC IV Available Distribution Amount and all Realized Losses in respect of each such Mortgage Loan that have been allocated to the related REMIC IV Regular Interests on such Distribution Date or prior Distribution Dates, and after giving effect to all Negative Amortization Amounts in respect of each such Mortgage Loan that have been added to the principal balance of such Mortgage Loan prior to such Distribution Date, then such excess will be deemed a Realized Loss allocable to principal and will be allocated to the most junior Class of Group LBL Regular Interests, in reduction of the Class Principal Balance thereof.
(II) Realized Losses on Group 3, Group 4 and Group 5 Loans shall be allocated to the REMIC II Regular Interests as follows: The interest portion of such Realized Losses, if any, shall be allocated among the Classes of REMIC II Regular Interests related to each such Loan Group pro rata according to the amount of interest accrued but unpaid thereon, in reduction thereof (i.e. the “related” Loan Group for the Class IIY1 and Class IIZ1 Regular Interests is Loan Group 3, the “related” Loan Group for the Class IIY2 and Class IIZ2 Regular Interests is Loan Group 4 and the “related” Loan Group for the Class IIY3 and Class IIZ3 Regular Interests is Loan Group 5). 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 in such Loan Group and allocated pursuant to the succeeding sentences. The principal portion of Realized Losses with respect to Loan Group 3, Loan Group 4 and Loan Group 5 shall be allocated, first, to the Class Y Regular Interest related to the Loan Group to the extent of the applicable Class Y Principal Reduction Amount in reduction of the Class Principal Balance of such Regular Interest and, second, the remainder, if any, of such principal portion of such Realized Losses shall be allocated to the related Class Z Regular Interest in reduction of the Class Principal Balance thereof.
Realized Losses on the Group 3 Loans shall be allocated among the REMIC III Regular Interests as follows: The interest portion of Realized Losses, if any, shall be allocated among the Class IIILTY3, Class IIILT9, Class IIILT10 and Class IIILT12 Regular Interests pro rata according to the amount of interest accrued but unpaid thereon, in reduction thereof. Any interest portion of those Realized Losses in excess of the amount allocated pursuant to the preceding sentence shall be treated as a principal portion of Realized Losses and allocated pursuant to the third succeeding sentence. The principal portion of those Realized Losses, if any, shall be allocated (a) first, to the Class IIILTY3 Regular Interest to the same extent that such losses were allocated to the Class IIY1 Regular Interest, respectively, pursuant to the immediately preceding paragraph, (b) second, to the Class IIILT10, Class IIILT11 and Class IIILT12 Regular Interests, pro rata according to the Principal Reduction Amount thereof, to the extent of such Principal Reduction Amount in reduction of the Class Principal Balance of such Regular Interest, (c) third, to the Class IIILT9 Regular Interest, in reduction of the Class Principal Balance thereof, and (d) fourth, to the Class IIILT10, Class IIILT11 and Class IIILT12 Regular Interests, pro rata according to the Class Principal Balance thereof remaining after the application of clause (b) above, in reduction thereof.
Realized Losses on the Group 4 Loans shall be allocated among the REMIC III Regular Interests as follows: The interest portion of Realized Losses, if any, shall be allocated among the Class IIILTY4, Class IIILT14, Class IIILT15 and Class IIILT16 Regular Interests pro rata according to the amount of interest accrued but unpaid thereon, in reduction thereof. Any interest portion of those Realized Losses in excess of the amount allocated pursuant to the preceding sentence shall be treated as a principal portion of Realized Losses and allocated pursuant to the second succeeding sentence. The principal portion of those Realized Losses, if any, shall be allocated (a) first, to the Class IIILTY4 Regular Interest to the same extent that such losses were allocated to the Class IIY2 Regular Interest, respectively, pursuant to the immediately preceding paragraph, (b) second, to the Class IIILT14, Class IIILT15 and Class IIILT16 Regular Interests, pro rata according to the Principal Reduction Amount thereof, to the extent of such Principal Reduction Amount in reduction of the Class Principal Balance of such Regular Interest, (c) third, to the Class IIILT9 Regular Interest, in reduction of the Class Principal Balance thereof, and (d) fourth, to the Class IIILT14, Class IIILT15 and Class IIILT16 Regular Interests, pro rata according to the Class Principal Balance thereof remaining after the application of clause (b) above, in reduction thereof.
Realized Losses on the Group 5 Loans shall be allocated among the REMIC III Regular Interests as follows: The interest portion of Realized Losses, if any, shall be allocated among the Class IIILTY5, Class IIILT18, Class IIILT19 and Class IIILT20 Regular Interests pro rata according to the amount of interest accrued but unpaid thereon, in reduction thereof. Any interest portion of those Realized Losses in excess of the amount allocated pursuant to the preceding sentence shall be treated as a principal portion of Realized Losses and allocated pursuant to the succeeding sentence. The principal portion of those Realized Losses, if any, shall be allocated (a) first, to the Class IIILTY5 Regular Interest to the same extent that such losses were allocated to the Class IIY3 Regular Interest, respectively, pursuant to the immediately preceding paragraph, (b) second, to the Class IIILT18, Class IIILT19 and Class IIILT20 Regular Interests, pro rata according to the Principal Reduction Amount thereof, to the extent of such Principal Reduction Amount in reduction of the Class Principal Balance of such Regular Interest, (c) third, to the Class IIILT9 Regular Interest, in reduction of the Class Principal Balance thereof, and (d) fourth, to the Class IIILT14, Class IIILT15 and Class IIILT16 Regular Interests, pro rata according to the Class Principal Balance thereof remaining after the application of clause (b) above, in reduction thereof.
Realized Losses on Mortgage Loans in Loan Group 3, Loan Group 4 and Loan Group 5 shall be allocated among the REMIC IV Regular Interests (i) for Realized Losses allocable to principal (a) first, to the Class MB10L Regular Interest, until the Class MB10L Principal Balance has been reduced to zero, (b) second, to the Class MB9L Regular Interest, until the Class MB9L Principal Balance has been reduced to zero, (c) third, to the Class MB8L Regular Interest, until the Class MB8L Principal Balance has been reduced to zero, (d) fourth, to the Class MB7L Regular Interest, until the Class MB7L Principal Balance has been reduced to zero, (e) fifth, to the Class MB6L Regular Interest, until the Class MB6L Principal Balance has been reduced to zero, (f) sixth, to the Class MB5L Regular Interest, until the Class MB5L Principal Balance has been reduced to zero, (g) seventh, to the Class MB4L Regular Interest, until the Class MB4L Principal Balance has been reduced to zero, (h) eighth, to the Class MB3L Regular Interest, until the Class MB3L Principal Balance has been reduced to zero, (i) ninth, to the Class MB2L Regular Interest, until the Class MB2L Principal Balance has been reduced to zero, (j) tenth, to the Class MB1L Regular Interest, until the Class MB1L Principal Balance has been reduced to zero, and (k) eleventh, (1) in the case of Realized Losses on Mortgage Loans in Loan Group 3, to the Class 3AL Regular Interest and the Class DA Group 3 and Class EXPPP Loan Group 3 PO Components, pro rata, until their respective Class Principal Balances or Component Principal Balances, as applicable, have been reduced to zero; provided, however, that the aggregate of all Realized Losses allocable to principal that would otherwise be allocated to the Class 3AL Regular Interest and the Class DA Group 3 Components pursuant to clause (i) of this paragraph shall instead be allocated as follows:
(A) first, to the Class DA1C Group 3 Component, until its Component Principal Balance has been reduced to zero;
(B) second, to the Class DA1C Group 4 and Group 5 Components, pro rata, until their Component Principal Balances (after giving effect to Realized Losses allocable to principal and interest allocated to such Components pursuant to clauses (II)(i)(k)(2)(A), (II)(i)(k)(3)(A), (II)(ii)(k)(2)(A) and (II)(ii)(k)(3)(A) of this paragraph and pro rata with any Realized Losses allocable to principal and interest allocated to such Components pursuant to clauses (II)(i)(k)(2)(B), (II)(i)(k)(3)(B), (II)(ii)(k)(2)(B) and (II)(ii)(k)(3)(B) of this paragraph) has been reduced to zero;
(C) third, to the Class DA1B Group 3 Component, until its Component Principal Balance has been reduced to zero;
(D) fourth, to the Class DA1B Group 4 and Group 5 Components, pro rata, until their Component Principal Balances (after giving effect to Realized Losses allocable to principal and interest allocated to such Components pursuant to clauses (II)(i)(k)(2)(C), (II)(i)(k)(3)(C), (II)(ii)(k)(2)(C) and (II)(ii)(k)(3)(C) of this paragraph and pro rata with any Realized Losses allocable to principal and interest allocated to such Components pursuant to clauses (II)(i)(k)(2)(D), (II)(i)(k)(3)(D), (II)(ii)(k)(2)(D) and (II)(ii)(k)(3)(D) of this paragraph) has been reduced to zero; and
(E) fifth, to the Class 3AL Regular Interest, until its Class Principal Balance has been reduced to zero;
(2) in the case of Realized Losses on Mortgage Loans in Loan Group 4, to the Class 4A1L, Class 4A2L and Class 4ABL Regular Interests and the Class DA Group 4 and Class EXPPP Loan Group 4 PO Components, pro rata, until their respective Class Principal Balances or Component Principal Balances, as applicable, have been reduced to zero; provided, however, that the aggregate of all Realized Losses allocable to principal that would otherwise be allocated to the Class 4A1L, Class 4A2L and Class 4ABL Regular Interests and the Class DA Group 4 Components pursuant to clause (i) of this paragraph shall instead be allocated as follows:
(A) first, to the Class DA1C Group 4 Component, until its Component Principal Balance has been reduced to zero;
(B) second, to the Class DA1C Group 3 and Group 5 Components, pro rata, until their Component Principal Balances (after giving effect to Realized Losses allocable to principal and interest allocated to such Components pursuant to clauses (II)(i)(k)(1)(A), (II)(i)(k)(3)(A), (II)(ii)(k)(1)(A) and (II)(ii)(k)(3)(A) of this paragraph and pro rata with any Realized Losses allocable to principal and interest allocated to such Components pursuant to clauses (II)(i)(k)(1)(B), (II)(i)(k)(3)(B), (II)(ii)(k)(1)(B) and (II)(ii)(k)(3)(B) of this paragraph) has been reduced to zero;
(C) third, to the Class DA1B Group 4 Component, until its Component Principal Balance has been reduced to zero;
(D) fourth, to the Class DA1B Group 3 and Group 5 Components, pro rata, until their Component Principal Balances (after giving effect to Realized Losses allocable to principal and interest allocated to such Components pursuant to clauses (II)(i)(k)(1)(C), (II)(i)(k)(3)(C), (II)(ii)(k)(1)(C) and (II)(ii)(k)(3)(C) of this paragraph and pro rata with any Realized Losses allocable to principal and interest allocated to such Components pursuant to clauses (II)(i)(k)(1)(D), (II)(i)(k)(3)(D), (II)(ii)(k)(1)(D) and (II)(ii)(k)(3)(D) of this paragraph) has been reduced to zero;
(E) fifth, to the Class 4A1BL Regular Interest, until its Class Principal Balance has been reduced to zero; and
(F) sixth, to the Class 4A1L and Class 4A2L Regular Interests, pro rata, until their Class Principal Balances have been reduced to zero;
and (3) in the case of Realized Losses on Mortgage Loans in Loan Group 5, to the Class 5AL and Class 5XPPPL Regular Interests and the Class DA Group 5 Components, pro rata, until their respective Class Principal Balances or Component Principal Balances, as applicable, have been reduced to zero; provided, however, that the aggregate of all Realized Losses allocable to principal that would otherwise be allocated to the Class 5AL Regular Interest and the Class DA Group 5 Components pursuant to clause (i) of this paragraph shall instead be allocated as follows:
(A) first, to the Class DA1C Group 5 Component, until its Component Principal Balance has been reduced to zero;
(B) second, to the Class DA1C Group 3 and Group 4 Components, pro rata, until their Component Principal Balances (after giving effect to Realized Losses allocable to principal and interest allocated to such Components pursuant to clauses (II)(i)(k)(1)(A), (II)(i)(k)(2)(A), (II)(ii)(k)(1)(A) and (II)(ii)(k)(2)(A) of this paragraph and pro rata with any Realized Losses allocable to principal and interest allocated to such Components pursuant to clauses (II)(i)(k)(1)(B), (II)(i)(k)(2)(B), (II)(ii)(k)(1)(B) and (II)(ii)(k)(2)(B) of this paragraph) has been reduced to zero;
(C) third, to the Class DA1B Group 5 Component, until its Component Principal Balance has been reduced to zero;
(D) fourth, to the Class DA1B Group 3 and Group 4 Components, pro rata, until their Component Principal Balances (after giving effect to Realized Losses allocable to principal and interest allocated to such Components pursuant to clauses (II)(i)(k)(1)(C), (II)(i)(k)(2)(C), (II)(ii)(k)(1)(C) and (II)(ii)(k)(2)(C) of this paragraph and pro rata with any Realized Losses allocable to principal and interest allocated to such Components pursuant to clauses (II)(i)(k)(1)(D), (II)(i)(k)(2)(D), (II)(ii)(k)(1)(D) and (II)(ii)(k)(2)(D) of this paragraph) has been reduced to zero; and
(E) fifth, to the Class 5AL Regular Interest, until its Class Principal Balance has been reduced to zero;
and (ii) for Realized Losses allocable to interest (a) first, to the Class MB10L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class MB10L Principal Balance, (b) second, to the Class MB9L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class MB9L Principal Balance, (c) third, to the Class MB8L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class MB8L Principal Balance, (d) fourth, to the Class MB7L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class MB7L Principal Balance, (e) fifth, to the Class MB6L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class MB6L Principal Balance, (f) sixth, to the Class MB5L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class MB5L Principal Balance, (g) seventh, to the Class MB4L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class MB4L Principal Balance, (h) eighth, to the Class MB3L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class MB3L Principal Balance, (i) ninth, to the Class MB2L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class MB2L Principal Balance, (j) tenth, to the Class MB1L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class MB1L Principal Balance, and (k) eleventh, (1) in the case of Realized Losses on Mortgage Loans in Loan Group 3, to the Class 3AL Regular Interest and the Class DA Group 3 and Class EXPPP Loan Group 3 IO Components, pro rata according to, and in reduction of, accrued but unpaid interest on those Classes and Components and then to the Class 3AL Regular Interest and the Class DA Group 3 and Class EXPPP Loan Group 3 PO Components until their respective Class Principal Balances or Component Principal Balances, as applicable, have been reduced to zero; provided, however, that the aggregate of all Realized Losses allocable to interest that would otherwise be allocated to the Class 3AL Regular Interest and the Class DA Group 3 Components pursuant to clause (ii) of this paragraph shall instead be allocated as follows:
(A) first, to the Class DA1C Group 3 Component, in reduction of accrued but unpaid interest thereon and then in reduction of its Component Principal Balance;
(B) second, to the Class DA1C Group 4 and DA1C Group 5 Components, pro rata, in reduction of accrued but unpaid interest thereon and then in reduction of their Component Principal Balances (after giving effect to Realized Losses allocable to principal and interest allocated to such Component pursuant to clauses (II)(i)(k)(2)(A), (II)(i)(k)(3)(A), (II)(ii)(k)(2)(A) and (II)(ii)(k)(3)(A) of this paragraph and pro rata with any Realized Losses allocable to principal and interest allocated to such Components pursuant to clauses (II)(i)(k)(2)(B), (II)(i)(k)(3)(B), (II)(ii)(k)(2)(B) and (II)(ii)(k)(3)(B) of this paragraph);
(C) third, to the Class DA1B Group 3 Component, in reduction of accrued but unpaid interest thereon and then in reduction of its Component Principal Balance;
(D) fourth, to the Class DA1B Group 4 and DA1C Group 5 Components, pro rata, in reduction of accrued but unpaid interest thereon and then in reduction of their Component Principal Balances (after giving effect to Realized Losses allocable to principal and interest allocated to such Component pursuant to clauses (II)(i)(k)(2)(C), (II)(i)(k)(3)(C), (II)(ii)(k)(2)(C) and (II)(ii)(k)(3)(C) of this paragraph and pro rata with any Realized Losses allocable to principal and interest allocated to such Components pursuant to clauses (II)(i)(k)(2)(D), (II)(i)(k)(3)(D), (II)(ii)(k)(2)(D) and (II)(ii)(k)(3)(D) of this paragraph); and
(E) fifth, to the Class 3AL Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of its Class Principal Balance;
(2) in the case of Realized Losses on Mortgage Loans in Loan Group 4, to the Class 4A1L, Class 4A2L and Class 4ABL Regular Interests and the Class DA Group 4 and Class EXPPP Loan Group 4 IO Components, pro rata according to, and in reduction of, accrued but unpaid interest on those Classes and Components and then to the Class 4A1L, Class 4A2L and Class 4ABL Regular Interests and the Class DA Group 4 and Class EXPPP Loan Group 4 PO Components until their respective Class Principal Balances or Component Principal Balances, as applicable, have been reduced to zero; provided, however, that the aggregate of all Realized Losses allocable to interest that would otherwise be allocated to the Class 4A1L, Class 4A2L and Class 4ABL Regular Interests and the Class DA Group 4 Components pursuant to clause (ii) of this paragraph shall instead be allocated as follows:
(A) first, to the Class DA1C Group 4 Component, in reduction of accrued but unpaid interest thereon and then in reduction of its Component Principal Balance;
(B) second, to the Class DA1C Group 3 and DA1C Group 5 Components, pro rata, in reduction of accrued but unpaid interest thereon and then in reduction of their Component Principal Balances (after giving effect to Realized Losses allocable to principal and interest allocated to such Component pursuant to clauses (II)(i)(k)(1)(A), (II)(i)(k)(3)(A), (II)(ii)(k)(1)(A) and (II)(ii)(k)(3)(A) of this paragraph and pro rata with any Realized Losses allocable to principal and interest allocated to such Components pursuant to clauses (II)(i)(k)(1)(B), (II)(i)(k)(3)(B), (II)(ii)(k)(1)(B) and (II)(ii)(k)(3)(B) of this paragraph);
(C) third, to the Class DA1B Group 4 Component, in reduction of accrued but unpaid interest thereon and then in reduction of its Component Principal Balance;
(D) fourth, to the Class DA1B Group 3 and DA1C Group 5 Components, pro rata, in reduction of accrued but unpaid interest thereon and then in reduction of their Component Principal Balances (after giving effect to Realized Losses allocable to principal and interest allocated to such Component pursuant to clauses (II)(i)(k)(1)(C), (II)(i)(k)(3)(C), (II)(ii)(k)(1)(C) and (II)(ii)(k)(3)(C) of this paragraph and pro rata with any Realized Losses allocable to principal and interest allocated to such Components pursuant to clauses (II)(i)(k)(1)(D), (II)(i)(k)(3)(D), (II)(ii)(k)(1)(D) and (II)(ii)(k)(3)(D) of this paragraph);
(E) fifth, to the Class 4ABL Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of its Class Principal Balance; and
(F) sixth, to the Class 4A1L and Class 4A2L Regular Interests, pro rata, in reduction of accrued but unpaid interest thereon and then in reduction of their Class Principal Balances;
and (3) in the case of Realized Losses on Mortgage Loans in Loan Group 5, to the Class 5AL and Class 5XPPPL Regular Interest and the Class DA Group 5 Components, pro rata according to, and in reduction of, accrued but unpaid interest on those Classes and Components and then to the Class 5AL and Class 5XPPPL Regular Interests and the Class DA Group 5 Components until their respective Class Principal Balances or Component Principal Balances, as applicable, have been reduced to zero; provided, however, that the aggregate of all Realized Losses allocable to interest that would otherwise be allocated to the Class 5AL Regular Interest and the Class DA Group 5 Components pursuant to clause (ii) of this paragraph shall instead be allocated as follows:
(A) first, to the Class DA1C Group 5 Component, in reduction of accrued but unpaid interest thereon and then in reduction of its Component Principal Balance;
(B) second, to the Class DA1C Group 3 and DA1C Group 4 Components, pro rata, in reduction of accrued but unpaid interest thereon and then in reduction of their Component Principal Balances (after giving effect to Realized Losses allocable to principal and interest allocated to such Component pursuant to clauses (II)(i)(k)(1)(A), (II)(i)(k)(2)(A), (II)(ii)(k)(1)(A) and (II)(ii)(k)(2)(A) of this paragraph and pro rata with any Realized Losses allocable to principal and interest allocated to such Components pursuant to clauses (II)(i)(k)(1)(B), (II)(i)(k)(2)(B), (II)(ii)(k)(1)(B) and (II)(ii)(k)(2)(B) of this paragraph);
(C) third, to the Class DA1B Group 5 Component, in reduction of accrued but unpaid interest thereon and then in reduction of its Component Principal Balance;
(D) fourth, to the Class DA1B Group 3 and DA1C Group 4 Components, pro rata, in reduction of accrued but unpaid interest thereon and then in reduction of their Component Principal Balances (after giving effect to Realized Losses allocable to principal and interest allocated to such Component pursuant to clauses (II)(i)(k)(1)(C), (II)(i)(k)(2)(C), (II)(ii)(k)(1)(C) and (II)(ii)(k)(2)(C) of this paragraph and pro rata with any Realized Losses allocable to principal and interest allocated to such Components pursuant to clauses (II)(i)(k)(1)(D), (II)(i)(k)(2)(D), (II)(ii)(k)(1)(D) and (II)(ii)(k)(2)(D) of this paragraph); and
(E) fifth, to the Class 5AL Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of its Class Principal Balance;
On each Distribution Date, after giving effect to the principal distributions and allocations of Realized Losses and Net Negative Amortization Amounts as provided in this Agreement (without regard to this paragraph), if the aggregate Class Principal Balance of all outstanding Classes of related REMIC IV Regular Interests and the Class R2 Residual Interest (plus any Cumulative CarryForward Subsequent Recoveries Amount for Loan Group 3, Loan Group 4 or Loan Group 5 for such Distribution Date) exceeds the aggregate principal balance of the Group 3, Group 4 and Group 5 Loans remaining to be paid at the close of business on the CutOff Date, after deduction of (i) all principal payments due on or before the CutOff Date in respect of each such Mortgage Loan whether or not paid, and (ii) all amounts of principal in respect of each such Mortgage Loan that have been received or advanced and included in the REMIC IV Available Distribution Amount and all Realized Losses in respect of each such Mortgage Loan that have been allocated to the related REMIC IV Regular Interests on such Distribution Date or prior Distribution Dates, and after giving effect to all Negative Amortization Amounts in respect of each such Mortgage Loan that have been added to the principal balance of such Mortgage Loan prior to such Distribution Date, then such excess will be deemed a Realized Loss allocable to principal and will be allocated to the most junior Class of Group MBL Regular Interests, in reduction of the Class Principal Balance thereof.
Recognition Agreement: With respect to a Cooperative Loan, the recognition agreement between the Cooperative and the originator of such Cooperative Loan.
Record Date: The last Business Day of the month immediately preceding the month of the related Distribution Date.
Recording Documents: With respect to each Mortgage Loan, the original recorded Mortgage relating to such Mortgage Loan and any intervening assignment thereof required to be included in the Mortgage File with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form).
Reference Banks: As defined in Section 3.19(b).
Regular Interests: (i) With respect to REMIC I, the REMIC I Regular Interests, (ii) with respect to REMIC II, the REMIC II Regular Interests, (iii) with respect to REMIC III, the REMIC III Regular Interests and (iv) with respect to REMIC IV, the REMIC IV Regular Interests.
Regulation AB: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100229.1123, as such may be amended from time to time.
Relief Act Shortfall: For any Distribution Date and any Loan Group, for any Mortgage Loan in such Loan Group with respect to which the Servicemembers Civil Relief Act, as amended, formerly known as the Soldiers’ and Sailors’ Civil Relief Act of 1940, or any comparable state legislation (collectively, the “Relief Act”), limits the amount of interest payable by the related Mortgagor, an amount equal to one month’s interest on such Mortgage Loan at an annual interest rate equal to the excess, if any, of (i) the annual interest rate otherwise payable by the Mortgagor on the related Due Date under the terms of the related Mortgage Note over (ii) the annual interest rate payable by the Mortgagor on the related Due Date by application of the Relief Act.
REMIC: A real estate mortgage investment conduit, as such term is defined in the Code.
REMIC Provisions: Sections 860A through 860G of the Code, and the related Code provisions and regulations promulgated thereunder, as the foregoing may be in effect from time to time.
REMIC I: The segregated pool of assets of the Trust consisting of the REMIC I Assets.
REMIC I Assets: The Mortgage Pool Assets related to Loan Group 1 and Loan Group 2, other than the Assigned Prepayment Premiums for Loan Group 1 and Loan Group 2.
REMIC I Available Distribution Amount: For each of Loan Group 1 and Loan Group 2 and any Distribution Date, the sum of the following amounts with respect to the Mortgage Loans in such Loan Group:
(1) the total amount of all cash received by or on behalf of the Servicer (x) with respect to the WMB Loans by the Determination Date for such Distribution Date and not previously distributed and (y) with respect to the Countrywide Loans by the Remittance Date (as defined in the Countrywide Agreement) in the month of such Distribution Date and not previously distributed, including Liquidation Proceeds, Insurance Proceeds and scheduled amounts of distributions from Buydown Funds respecting Buydown Loans, if any (and including, with respect to the Countrywide Loans, without limitation, any Monthly Advances (as defined in the Countrywide Agreement) and any Countrywide Compensating Interest), except:
(a) all scheduled payments of principal and interest collected but due subsequent to such Distribution Date;
(b) all Curtailments received after the Prior Period;
(c) (i) all Payoffs on WMB Loans received after the Payoff Period immediately preceding such Distribution Date (together with any interest payment received with such Payoffs to the extent that it represents the payment of interest accrued on the WMB Loans for the period subsequent to the Prior Period), and interest which was accrued and received on Payoffs on WMB Loans received during the period from the 1st to the 14th day of the month of such Distribution Date, which interest shall not be included in the calculation of the REMIC I Available Distribution Amount for any Distribution Date, and (ii) all Payoffs on Countrywide Loans received after the Prior Period (together with any interest payment received with those Payoffs);
(d) Insurance Proceeds, Liquidation Proceeds and Subsequent Recoveries received on such Mortgage Loans after the Prior Period;
(e) all amounts payable to the Servicer or Countrywide in reimbursement for advances made pursuant to this Agreement or the Countrywide Agreement, as applicable;
(f) the WMB Servicing Fee or Countrywide Servicing Fee, as applicable, for each such Mortgage Loan, and any Special Primary Insurance Premium payable on such Distribution Date with respect to such Mortgage Loan;
(g) all prepayment penalties, late charges, nonsufficient funds fees and other fees and charges collected with respect to such Mortgage Loans; and
(h) Excess Liquidation Proceeds;
(2) the sum, to the extent not previously distributed, of the following amounts, to the extent advanced or received, as applicable, by the Servicer:
(a) any Monthly P&I Advance with respect to such Distribution Date relating to such Mortgage Loans; and
(b) WMB Compensating Interest for such Distribution Date; and
(3) Repurchase Proceeds received during the Prior Period.
REMIC I Distribution Amount: For any Distribution Date, the REMIC I Available Distribution Amount for such Distribution Date shall be distributed to the REMIC I Regular Interests and the Class R1 Residual Interest in the following amounts and priority, to the extent of the REMIC I Available Distribution Amount for such Distribution Date:
(a) To the extent of the REMIC I Available Distribution Amount for Loan Group 1 (reduced by the amount of any Subsequent Recoveries for such Distribution Date for such Loan Group):
(i) first, to the Class IY1 and Class IZ1 Regular Interests and the Class R‑1 Residual Interest, concurrently, the sum of the Interest Distribution Amounts for such Classes remaining unpaid from previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts;
(ii) second, to the Class IY1 and Class IZ1 Regular Interests and the Class R‑1 Residual Interest, concurrently, the sum of the Interest Distribution Amounts for such Classes for the current Distribution Date, pro rata according to their respective Interest Distribution Amounts;
(iii) third, to the Class R1 Residual Interest, until the Class Principal Balance thereof has been reduced to zero; and
(iv) fourth, to the Class IY1 and Class IZ1 Regular Interests, the Class IY1 Principal Distribution Amount and the Class IZ1 Principal Distribution Amount, respectively.
(b) To the extent of the REMIC I Available Distribution Amount for Loan Group 2 (reduced by the amount of any Subsequent Recoveries for such Distribution Date for such Loan Group):
(i) first, to the Class IY2 and Class IZ2 Regular Interests, concurrently, the sum of the Interest Distribution Amounts for the such Classes remaining unpaid from previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts;
(ii) second, to the Class IY2 and Class IZ2 Regular Interests, concurrently, the sum of the Interest Distribution Amounts for such Classes for the current Distribution Date, pro rata according to their respective Interest Distribution Amounts or portions thereof; and
(iii) third, to the Class IY2 and Class IZ2 Regular Interests, the Class IY2 Principal Distribution Amount and the Class IZ2 Principal Distribution Amount, respectively.
(c) To the extent of the REMIC I Available Distribution Amounts for Loan Group 1 and Loan Group 2 for such Distribution Date remaining after payment of the amounts pursuant to paragraphs (a) and (b) of this definition of “REMIC I Distribution Amount”:
(i) first, to each Class of the REMIC I Regular Interests, up to the amount of unreimbursed Realized Losses allocable to principal previously allocated to each such Class, pro rata according to such amount; provided, however, that any amounts distributed pursuant to this paragraph (c)(i) of this definition of “REMIC I Distribution Amount” shall not cause a further reduction in the Class Principal Balances of any of the REMIC I Regular Interests; and
(ii) second, to the Class R1 Residual Interest, the Residual Distribution Amount for the Class R1 Residual Interest for such Distribution Date.
REMIC I Regular Interests: The Classes of undivided beneficial interests in REMIC I designated as “regular interests” in the table titled “REMIC I Interests” in the Preliminary Statement hereto.
REMIC II: The segregated pool of assets of the Trust consisting of the REMIC II Assets.
REMIC II Assets: The Mortgage Pool Assets related to Loan Group 3, Loan Group 4 and Loan Group 5, other than the Assigned Prepayment Premiums for Loan Group 3, Loan Group 4 and Loan Group 5.
REMIC II Available Distribution Amount: For each of Loan Group 3, Loan Group 4 and Loan Group 5 and any Distribution Date, the sum of the following amounts with respect to the Mortgage Loans in such Loan Group:
(1) the total amount of all cash received by or on behalf of the Servicer (x) with respect to the WMB Loans by the Determination Date for such Distribution Date and not previously distributed and (y) with respect to the Countrywide Loans by the Remittance Date (as defined in the Countrywide Agreement) in the month of such Distribution Date and not previously distributed, including Liquidation Proceeds, Insurance Proceeds and scheduled amounts of distributions from Buydown Funds respecting Buydown Loans, if any (and including, with respect to the Countrywide Loans, without limitation, any Monthly Advances (as defined in the Countrywide Agreement) and any Countrywide Compensating Interest), except:
(a) all scheduled payments of principal and interest collected but due subsequent to such Distribution Date;
(b) all Curtailments received after the Prior Period;
(c) (i) all Payoffs on WMB Loans received after the Payoff Period immediately preceding such Distribution Date (together with any interest payment received with such Payoffs to the extent that it represents the payment of interest accrued on the WMB Loans for the period subsequent to the Prior Period), and interest which was accrued and received on Payoffs on WMB Loans received during the period from the 1st to the 14th day of the month of such Distribution Date, which interest shall not be included in the calculation of the REMIC II Available Distribution Amount for any Distribution Date, and (ii) all Payoffs on Countrywide Loans received after the Prior Period (together with any interest payment received with those Payoffs);
(d) Insurance Proceeds, Liquidation Proceeds and Subsequent Recoveries received on such Mortgage Loans after the Prior Period;
(e) all amounts payable to the Servicer or Countrywide in reimbursement for advances made pursuant to this Agreement or the Countrywide Agreement, as applicable;
(f) the WMB Servicing Fee or Countrywide Servicing Fee, as applicable, for each such Mortgage Loan, and any Special Primary Insurance Premium payable on such Distribution Date with respect to such Mortgage Loan;
(g) all prepayment penalties, late charges, nonsufficient funds fees and other fees and charges collected with respect to such Mortgage Loans; and
(h) Excess Liquidation Proceeds;
(2) the sum, to the extent not previously distributed, of the following amounts, to the extent advanced or received, as applicable, by the Servicer:
(a) any Monthly P&I Advance with respect to such Distribution Date relating to such Mortgage Loans; and
(b) WMB Compensating Interest for such Distribution Date; and
(3) Repurchase Proceeds received during the Prior Period.
REMIC II Distribution Amount: For any Distribution Date, the REMIC II Available Distribution Amount for such Distribution Date shall be distributed to the REMIC II Regular Interests and the Class R2 Residual Interest in the following amounts and priority, to the extent of the REMIC II Available Distribution Amount for such Distribution Date:
(a) To the extent of the REMIC II Available Distribution Amount for Loan Group 3 (reduced by the amount of any Subsequent Recoveries for such Distribution Date for such Loan Group):
(i) first, to the Class IIY1 and Class IIZ1 Regular Interests and the Class R‑2 Residual Interest, concurrently, the sum of the Interest Distribution Amounts for such Classes remaining unpaid from previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts;
(ii) second, to the Class IIY1 and Class IIZ1 Regular Interests and the Class R‑2 Residual Interest, concurrently, the sum of the Interest Distribution Amounts for such Classes for the current Distribution Date, pro rata according to their respective Interest Distribution Amounts;
(iii) third, to the Class R2 Residual Interest, until the Class Principal Balance thereof has been reduced to zero; and
(iv) fourth, to the Class IIY1 and Class IIZ1 Regular Interests, the Class IIY1 Principal Distribution Amount and the Class IIZ1 Principal Distribution Amount, respectively.
(b) To the extent of the REMIC II Available Distribution Amount for Loan Group 4 (reduced by the amount of any Subsequent Recoveries for such Distribution Date for such Loan Group):
(i) first, to the Class FXM, Class IIY2 and Class IIZ2 Regular Interests, concurrently, the sum of the Interest Distribution Amounts for the such Classes remaining unpaid from previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts (provided, however, for this clause (b)(i) the Class FX Interest Distribution Amount shall equal the Class FX Subgroup 4A Accrued Interest" for such Distribution Date);
(ii) second, to the Class FXM, Class IIY2 and Class IIZ2 Regular Interests, concurrently, the sum of the Interest Distribution Amounts for such Classes for the current Distribution Date, pro rata according to their respective Interest Distribution Amounts or portions thereof (provided, however, for this clause (b)(ii) the Class FX Interest Distribution Amount shall equal the Class FX Subgroup 4A Accrued Interest" for such Distribution Date); and
(iii) third, to the Class IIY2 and Class IIZ2 Regular Interests, the Class IIY2 Principal Distribution Amount and the Class IIZ2 Principal Distribution Amount, respectively.
(c) To the extent of the REMIC II Available Distribution Amount for Loan Group 5 (reduced by the amount of any Subsequent Recoveries for such Distribution Date for such Loan Group):
(i) first, to the Class FXM, Class IIY3 and Class IIZ3 Regular Interests, concurrently, the sum of the Interest Distribution Amounts for the such Classes remaining unpaid from previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts (provided, however, for this clause (c)(i) the Class FX Interest Distribution Amount shall equal the Class FX Subgroup 5A Accrued Interest" for such Distribution Date);
(ii) second, to the Class FXM, Class IIY3 and Class IIZ3 Regular Interests, concurrently, the sum of the Interest Distribution Amounts for such Classes for the current Distribution Date, pro rata according to their respective Interest Distribution Amounts or portions thereof (provided, however, for this clause (c)(ii) the Class FX Interest Distribution Amount shall equal the Class FX Subgroup 5A Accrued Interest" for such Distribution Date); and
(iii) third, to the Class IIY3 and Class IIZ3 Regular Interests, the Class IIY3 Principal Distribution Amount and the Class IIZ3 Principal Distribution Amount, respectively.
(d) To the extent of the REMIC II Available Distribution Amounts for Loan Group 3, Loan Group 4 and Loan Group 5 for such Distribution Date remaining after payment of the amounts pursuant to paragraphs (a), (b) and (c) of this definition of “REMIC II Distribution Amount”:
(i) first, to each Class of the REMIC II Regular Interests, up to the amount of unreimbursed Realized Losses allocable to principal previously allocated to each such Class, pro rata according to such amount; provided, however, that any amounts distributed pursuant to this paragraph (d)(i) of this definition of “REMIC II Distribution Amount” shall not cause a further reduction in the Class Principal Balances of any of the REMIC I Regular Interests; and
(ii) second, to the Class R2 Residual Interest, the Residual Distribution Amount for the Class R2 Residual Interest for such Distribution Date.
REMIC II Regular Interests: The Classes of undivided beneficial interests in REMIC II designated as “regular interests” in the table titled “REMIC II Interests” in the Preliminary Statement hereto.
REMIC III: The segregated pool of assets of the Trust consisting of the REMIC III Assets.
REMIC III Assets: The REMIC I and REMIC II Regular Interests.
REMIC III Available Distribution Amount: For any Distribution Date, the aggregate of all distributions to the REMIC I and REMIC II Regular Interests.
REMIC III Distribution Amount: (I) For any Distribution Date and with respect to Loan Group 1 and Loan Group 2, the REMIC III Available Distribution Amount for such Distribution Date shall be distributed to the REMIC III Regular Interests and the Class R3 Residual Interest in the following amounts and priority, to the extent of the REMIC III Available Distribution Amount for such Distribution Date:
(i) first, to the Class IIILTY1, Class IIILTY2, Class IIILT1, Class IIILT2, Class IIILT4, Class IIILT6 and Class IIILT8 Regular Interests, concurrently, the sum of the Interest Distribution Amounts for such Classes remaining unpaid from previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts;
(ii) second, to the Class IIILTY1, Class IIILTY2, Class IIILT1, Class IIILT2, Class IIILT4, Class IIILT6 and Class IIILT8 Regular Interests, concurrently, the sum of the Interest Distribution Amounts for such Classes for the current Distribution Date, pro rata according to their respective Interest Distribution Amounts;
(iii) third, to the Class IIILTY1, Class IIILTY2, Class IIILT1, Class IIILT2, Class IIILT3, Class IIILT4, Class IIILT6, Class IIILT7 and Class IIILT8 Regular Interests, as principal, the REMIC III Principal Distribution Amount, sequentially as follows:
(a) first, to the Class IIILTY1, Class IIILTY2, Class IIILT2, Class IIILT3, Class IIILT4, Class IIILT6, Class IIILT7 and Class IIILT8 Regular Interests, the Class IIILTY1 Principal Distribution Amount, the Class IIILTY2 Principal Distribution Amount, the Class IIILT2 Principal Distribution Amount, the Class IIILT3 Principal Distribution Amount, the Class IIILT4 Principal Distribution Amount, the Class IIILT6 Principal Distribution Amount, the Class IIILT7 Principal Distribution Amount and the Class IIILT8 Principal Distribution Amount, respectively;
(b) second, to the Class IIILT1 Regular Interest, until its Class Principal Balance has been reduced to zero; and
(c) third, to the Class IIILT2, Class IIILT3, Class IIILT4, Class IIILT6, Class IIILT7 and Class IIILT8 Regular Interests, pro rata according to Class Principal Balance (as reduced by the distributions made pursuant to clause (I)(a) above), until their respective Class Principal Balances have been reduced to zero;
(iv) fourth, to the REMIC III Regular Interests, pro rata, the remaining portion, if any, of the REMIC III Available Distribution Amount, up to the amount of unreimbursed Realized Losses previously allocated or to be allocated on such Distribution Date to such Class, if any; provided, however, that any amounts distributed pursuant to this paragraph (I)(iv) of this definition of “REMIC III Distribution Amount” shall not cause a reduction in the Class Principal Balances of any of the REMIC III Regular Interests; and
(v) fifth, to the Class R2 Residual Interest, the Residual Distribution Amount for the Class R2 Residual Interest for such Distribution Date.
(II) For any Distribution Date and with respect to Loan Group 3, Loan Group 4 and Loan Group 5, the REMIC III Available Distribution Amount for such Distribution Date shall be distributed to the REMIC III Regular Interests and the Class R3 Residual Interest in the following amounts and priority, to the extent of the REMIC III Available Distribution Amount for such Distribution Date:
(i) first, to the Class FXL, Class IIILTY3, Class IIILTY4, Class IIILTY5, Class IIILT9, Class IIILT10, Class IIILT12, Class IIILT14, Class IIILT16, Class IIILT18 and Class IIILT20 Regular Interests, concurrently, the sum of the Interest Distribution Amounts for such Classes remaining unpaid from previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts;
(ii) second, to the Class FXL, Class IIILTY3, Class IIILTY4, Class IIILTY5, Class IIILT9, Class IIILT10, Class IIILT12, Class IIILT14, Class IIILT16, Class IIILT18 and Class IIILT20 Regular Interests, concurrently, the sum of the Interest Distribution Amounts for such Classes for the current Distribution Date, pro rata according to their respective Interest Distribution Amounts;
(iii) third, to the Class IIILTY3, Class IIILTY4, Class IIILTY5, Class IIILT9, Class IIILT10, Class IIILT11, Class IIILT12, Class IIILT14, Class IIILT15, Class IIILT16, Class IIILT18, Class IIILT19 and Class IIILT20 Regular Interests, as principal, the REMIC III Principal Distribution Amount, sequentially as follows:
(a) first, to the Class IIILTY3, Class IIILTY4, Class IIILTY5, Class IIILT9, Class IIILT10, Class IIILT11, Class IIILT12, Class IIILT14, Class IIILT15, Class IIILT16, Class IIILT18, Class IIILT19 and Class IIILT20 Regular Interests, the Class IIILTY3 Principal Distribution Amount, Class IIILTY4 Principal Distribution Amount, Class IIILTY5 Principal Distribution Amount, Class IIILT9 Principal Distribution Amount, Class IIILT10 Principal Distribution Amount, Class IIILT11 Principal Distribution Amount, Class IIILT12 Principal Distribution Amount, Class IIILT14 Principal Distribution Amount, Class IIILT15 Principal Distribution Amount, Class IIILT16 Principal Distribution Amount, Class IIILT18 Principal Distribution Amount, Class IIILT19 Principal Distribution Amount and Class IIILT20 Principal Distribution Amount, respectively;
(b) second, to the Class IIILT9 Regular Interest, until its Class Principal Balance has been reduced to zero; and
(c) third, to the Class IIILT10, Class IIILT11, Class IIILT12, Class IIILT14, Class IIILT15, Class IIILT16, Class IIILT18, Class IIILT19 and Class IIILT20 Regular Interests, pro rata according to Class Principal Balance (as reduced by the distributions made pursuant to clause (II)(a) above), until their respective Class Principal Balances have been reduced to zero;
(iv) fourth, to the REMIC III Regular Interests, pro rata, the remaining portion, if any, of the REMIC III Available Distribution Amount, up to the amount of unreimbursed Realized Losses previously allocated or to be allocated on such Distribution Date to such Class, if any; provided, however, that any amounts distributed pursuant to this paragraph (II)(iv) of this definition of “REMIC III Distribution Amount” shall not cause a reduction in the Class Principal Balances of any of the REMIC III Regular Interests; and
(v) fifth, to the Class R2 Residual Interest, the Residual Distribution Amount for the Class R2 Residual Interest for such Distribution Date.
REMIC III Principal Distribution Amount: For any Distribution Date, an amount equal to the sum of (a) the Principal Payment Amount for Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4 and Loan Group 5 for such Distribution Date, (b) the Principal Prepayment Amount for Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4 and Loan Group 5 for such Distribution Date and (c) the aggregate of Liquidation Principal for all Group 1, Group 2, Group 3, Group 4 and Group 5 Loans which became Liquidated Mortgage Loans during the Prior Period.
REMIC III Regular Interests: The Classes of undivided beneficial interests in REMIC III designated as “regular interests” in the table titled “REMIC III Interests” in the Preliminary Statement hereto.
REMIC IV: The segregated pool of assets of the Trust consisting of the REMIC IV Assets.
REMIC IV Assets: The REMIC III Regular Interests.
REMIC IV Available Distribution Amount: For Loan Group 1, on any Distribution Date, the aggregate of all distributions to the Class IY1 and Class IZ1 Regular Interests. For Loan Group 2, on any Distribution Date, the aggregate of all distributions to the Class IY2 and Class IZ2 Regular Interests. For Loan Group 3, on any Distribution Date, the aggregate of all distributions to the Class IIY1 and Class IIZ1 Regular Interests. For Loan Group 4, on any Distribution Date, the aggregate of all distributions to the Class IIY2 and Class IIZ2 Regular Interests. For Loan Group 5, on any Distribution Date, the aggregate of all distributions to the Class IIY3 and Class IIZ3 Regular Interests.
REMIC IV Distribution Amount: (I) For any Distribution Date prior to the related Credit Support Depletion Date, the REMIC IV Available Distribution Amount for each of Loan Group 1 and 2 for such Distribution Date shall be distributed to the REMIC IV Regular Interests and the Class R4 Residual Interest in the following amounts and priority, to the extent of the REMIC IV Available Distribution Amount for the applicable Loan Group for such Distribution Date:
(A) With respect to the Class 1AL, Class CA1BL, Class CA1CL, Class CX1L and Class CX2PPPL Regular Interests, on any Distribution Date prior to the related Credit Support Depletion Date, to the extent of the REMIC IV Available Distribution Amount for Loan Group 1 for such Distribution Date:
(i) first, to the Class 1AL Regular Interest and the Class CA Group 1, Class CX1 Subgroup 1A IO and Class CX2PPP Subgroup 1B IO Components, concurrently, the sum of the Interest Distribution Amounts for such Classes or Components remaining unpaid from previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts;
(ii) second, to the Class 1AL Regular Interest and the Class CA Group 1, Class CX1 Subgroup 1A IO and Class CX2PPP Subgroup 1B IO Components, concurrently, the sum of the Interest Distribution Amounts for such Classes or Components for the current Distribution Date, pro rata according to their respective Interest Distribution Amounts; and
(iii) third, to the Class 1AL Regular Interest and the Class CA Group 1, Class CX1 Subgroup 1A PO and Class CX2PPP Subgroup 1B PO Components, as principal, the Group 1 Senior Principal Distribution Amount (reduced by $100 for the first Distribution Date), sequentially, as follows:
(a) first, to the Class CX1 Subgroup 1A PO and Class CX2PPP Subgroup 1B PO Components, pro rata according to Component Principal Balance, until their Component Principal Balances have each been reduced to zero; and
(b) second, to the Class 1AL Regular Interest and the Class CA Group 1 Components, pro rata according to Class Principal Balance or Component Principal Balance, as applicable, until their Class Principal or Component Principal Balances have each been reduced to zero;
(B) With respect to the Class 2AL, Class CA1BL, Class CA1CL, Class CX1L and Class CX2PPPL Regular Interests, on any Distribution Date prior to the related Credit Support Depletion Date, to the extent of the REMIC IV Available Distribution Amount for Loan Group 2 for such Distribution Date:
(i) first, to the Class 2AL Regular Interest and the Class CA Group 2, Class CX1 Subgroup 2A IO and Class CX2PPP Subgroup 2B IO Components, concurrently, the sum of the Interest Distribution Amounts for such Classes or Components remaining unpaid from previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts;
(ii) second, to the Class 2AL Regular Interest and the Class CA Group 2, Class CX1 Subgroup 2A IO and Class CX2PPP Subgroup 2B IO Components, concurrently, the sum of the Interest Distribution Amounts for such Classes or Components for the current Distribution Date, pro rata according to their respective Interest Distribution Amounts; and
(iii) third, to the Class 2AL Regular Interest and the Class CA Group 2, Class CX1 Subgroup 2A PO and Class CX2PPP Subgroup 2B PO Components, as principal, the Group 2 Senior Principal Distribution Amount, sequentially, as follows:
(a) first, to the Class CX1 Subgroup 2A PO and Class CX2PPP Subgroup 2B PO Components, pro rata according to Component Principal Balance, until their Component Principal Balances have each been reduced to zero; and
(b) second, to the Class 2AL Regular Interest and the Class CA Group 2 Components, pro rata according to Class Principal Balance or Component Principal Balance, as applicable, until their Class Principal or Component Principal Balances have each been reduced to zero; and
(C) With respect to the Group LBL Regular Interests and the Class R4 Residual Interest, on any Distribution Date prior to the related Credit Support Depletion Date, to the extent of the REMIC IV Available Distribution Amount for Loan Group 1 and Loan Group 2 for such Distribution Date after payment of the amounts pursuant to paragraphs (I)(A) and (I)(B) of this definition of “REMIC IV Distribution Amount”:
(i) first, to the Class LB1L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests remaining unpaid from previous Distribution Dates;
(ii) second, to the Class LB1L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests for the current Distribution Date;
(iii) third, to the Class LB1L Regular Interest, the portion of the Group LB Subordinate Principal Distribution Amount allocable to such Class of Regular Interests pursuant to the definition of “Group LB Subordinate Principal Distribution Amount,” until the Class LB1L Principal Balance has been reduced to zero;
(iv) fourth, to the Class LB2L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests remaining unpaid from previous Distribution Dates;
(v) fifth, to the Class LB2L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests for the current Distribution Date;
(vi) sixth, to the Class LB2L Regular Interest, the portion of the Group LB Subordinate Principal Distribution Amount allocable to such Class of Regular Interests pursuant to the definition of “Group LB Subordinate Principal Distribution Amount,” until the Class LB2L Principal Balance has been reduced to zero;
(vii) seventh, to the Class LB3L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests remaining unpaid from previous Distribution Dates;
(viii) eighth, to the Class LB3L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests for the current Distribution Date;
(ix) ninth, to the Class LB3L Regular Interest, the portion of the Group LB Subordinate Principal Distribution Amount allocable to such Class of Regular Interests pursuant to the definition of “Group LB Subordinate Principal Distribution Amount,” until the Class LB3L Principal Balance has been reduced to zero;
(x) tenth, to the Class LB4L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests remaining unpaid from previous Distribution Dates;
(xi) eleventh, to the Class LB4L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests for the current Distribution Date;
(xii) twelfth, to the Class LB4L Regular Interest, the portion of the Group LB Subordinate Principal Distribution Amount allocable to such Class of Regular Interests pursuant to the definition of “Group LB Subordinate Principal Distribution Amount,” until the Class LB4L Principal Balance has been reduced to zero;
(xiii) thirteenth, to the Class LB5L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests remaining unpaid from previous Distribution Dates;
(xiv) fourteenth, to the Class LB5L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests for the current Distribution Date;
(xv) fifteenth, to the Class LB5L Regular Interest, the portion of the Group LB Subordinate Principal Distribution Amount allocable to such Class of Regular Interests pursuant to the definition of “Group LB Subordinate Principal Distribution Amount,” until the Class LB5L Principal Balance has been reduced to zero;
(xvi) sixteenth, to the Class LB6L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests remaining unpaid from previous Distribution Dates;
(xvii) seventeenth, to the Class LB6L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests for the current Distribution Date;
(xviii) eighteenth, to the Class LB6L Regular Interest, the portion of the Group LB Subordinate Principal Distribution Amount allocable to such Class of Regular Interests pursuant to the definition of “Group LB Subordinate Principal Distribution Amount,” until the Class LB6L Principal Balance has been reduced to zero;
(xix) nineteenth, to the Class LB7L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests remaining unpaid from previous Distribution Dates;
(xx) twentieth, to the Class LB7L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests for the current Distribution Date;
(xxi) twentyfirst, to the Class LB7L Regular Interest, the portion of the Group LB Subordinate Principal Distribution Amount allocable to such Class of Regular Interests pursuant to the definition of “Group LB Subordinate Principal Distribution Amount,” until the Class LB7L Principal Balance has been reduced to zero;
(xxii) twentysecond, to the Class LB8L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests remaining unpaid from previous Distribution Dates;
(xxiii) twentythird, to the Class LB8L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests for the current Distribution Date;
(xxiv) twentyfourth, to the Class LB8L Regular Interest, the portion of the Group LB Subordinate Principal Distribution Amount allocable to such Class of Regular Interests pursuant to the definition of “Group LB Subordinate Principal Distribution Amount,” until the Class LB8L Principal Balance has been reduced to zero;
(xxv) twentyfifth, to the Class LB9L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests remaining unpaid from previous Distribution Dates;
(xxvi) twentysixth, to the Class LB9L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests for the current Distribution Date;
(xxvii) twentyseventh, to the Class LB9L Regular Interest, the portion of the Group LB Subordinate Principal Distribution Amount allocable to such Class of Regular Interests pursuant to the definition of “Group LB Subordinate Principal Distribution Amount,” until the Class LB9L Principal Balance has been reduced to zero;
(xxviii) twentyeighth, to the Class LB10L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests remaining unpaid from previous Distribution Dates;
(xxix) twentyninth, to the Class LB10L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests for the current Distribution Date;
(xxx) thirtieth, to the Class LB10L Regular Interest, the portion of the Group LB Subordinate Principal Distribution Amount allocable to such Class of Regular Interests pursuant to the definition of “Group LB Subordinate Principal Distribution Amount,” until the Class LB10L Principal Balance has been reduced to zero;
(xxxi) thirtyfirst, to the Class LB11L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests remaining unpaid from previous Distribution Dates;
(xxxii) thirtysecond, to the Class LB11L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests for the current Distribution Date;
(xxxiii) thirtythird, to the Class LB11L Regular Interest, the portion of the Group LB Subordinate Principal Distribution Amount allocable to such Class of Regular Interests pursuant to the definition of “Group LB Subordinate Principal Distribution Amount,” until the Class LB11L Principal Balance has been reduced to zero;
(xxxiv) thirtyfourth, to the Class LB12L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests remaining unpaid from previous Distribution Dates;
(xxxv) thirtyfifth, to the Class LB12L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests for the current Distribution Date;
(xxxvi) thirtysixth, to the Class LB12L Regular Interest, the portion of the Group LB Subordinate Principal Distribution Amount allocable to such Class of Regular Interests pursuant to the definition of “Group LB Subordinate Principal Distribution Amount,” until the Class LB12L Principal Balance has been reduced to zero;
(xxxvii) thirtyseventh, to the Class LB13L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests remaining unpaid from previous Distribution Dates;
(xxxviii) thirtyeighth, to the Class LB13L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests for the current Distribution Date;
(xxxix) thirtyninth, to the Class LB13L Regular Interest, the portion of the Group LB Subordinate Principal Distribution Amount allocable to such Class of Regular Interests pursuant to the definition of “Group LB Subordinate Principal Distribution Amount,” until the Class LB13L Principal Balance has been reduced to zero;
(xl) fortieth, to the Class LB14L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests remaining unpaid from previous Distribution Dates;
(xli) fortyfirst, to the Class LB14L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests for the current Distribution Date;
(xlii) fortysecond, to the Class LB14L Regular Interest, the portion of the Group LB Subordinate Principal Distribution Amount allocable to such Class of Regular Interests pursuant to the definition of “Group LB Subordinate Principal Distribution Amount,” until the Class LB14L Principal Balance has been reduced to zero;
(xliii) fortythird, to the Classes of Group LBL Regular Interests in the order of seniority (which, from highest to lowest, shall be as follows: Class LB1L, Class LB2L, Class LB3L, Class LB4L, Class LB5L, Class LB6L, Class LB7L, Class LB8L, Class LB9L, Class LB10L, Class LB11L, Class LB12L, Class LB13L and Class LB14L) the remaining portion, if any, of the REMIC IV Available Distribution Amount for Loan Group 1 and Loan Group 2, up to the amount of unreimbursed Realized Losses allocable to principal previously allocated or to be allocated on such Distribution Date to such Class, if any; provided, however, that any amounts distributed pursuant to this paragraph (I)(C)(xliii) of this definition of “REMIC IV Distribution Amount” shall not cause a reduction in the Class Principal Balances of any of the Classes of Group LBL Regular Interests; and
(xliv) fortyfourth, to the Class R4 Residual Interest, the Residual Distribution Amount for the Class R4 Residual Interest for Loan Group 1 and Loan Group 2 for such Distribution Date.
Notwithstanding the foregoing paragraph (I)(C) of this definition of “REMIC IV Distribution Amount”,
(X) on any Distribution Date on which both of the following conditions specified in clauses (1) and (2) are met:
(1) either (i) the sum of the Class 1A Principal Balance and the aggregate Component Principal Balance of the Class CA Group 1, Class CX1 Subgroup 1A PO and Class CX2PPP Subgroup 1B PO Components has been reduced to zero or (ii) the sum of the Class 2A Principal Balance and the aggregate Component Principal Balance of the Class CA Group 2, Class CX1 Subgroup 2A PO and the Class CX2PPP Subgroup 2B PO Components has been reduced to zero, and
(2) either (a) the Group LB Percentage for such Distribution Date is less than 200% of the Group LB Percentage as of the Closing Date or (b) the outstanding principal balance of the Mortgage Loans in either of Loan Group 1 or Loan Group 2 delinquent 60 days or more averaged over the last six months (including Mortgage Loans in foreclosure and Mortgage Loans the Mortgaged Property of which is held by REMIC I and acquired by foreclosure or deed in lieu of foreclosure), as a percentage of the related Subordinate Component Balance, is greater than or equal to 50%,
all principal received or advanced with respect to the Mortgage Loans in the Loan Group related to the REMIC IV Regular Interests (or Components thereof) described in the applicable subclause of clause (X)(1) above that have been paid in full (less any amount of Net Negative Amortization allocated to such Mortgage Loans) shall be paid as principal to the remaining REMIC IV Regular Interests (or Components thereof) described in the other subclause of clause (X)(1) above to the extent of and in reduction of the Class Principal Balances or Component Principal Balances thereof (in the same priority that those REMIC IV Regular Interests or Components thereof are entitled to receive other distributions of principal pursuant to paragraph (I)(A)(iii) or (I)(B)(iii) above, as applicable), and
(Y) if on any Distribution Date either of Loan Group 1 or Loan Group 2 is an Undercollateralized Group and the other such Loan Group is an Overcollateralized Group, then the REMIC IV Available Distribution Amount for the Overcollateralized Group, to the extent remaining following distributions pursuant to paragraph (I)(A) or (I)(B) above, as applicable, shall be paid in the following priority: (1) first, such remaining amount, up to the Total Transfer Amount for such Undercollateralized Group, shall be distributed (a) first, to the REMIC IV Regular Interests (other than the Class CX1L, Class CX2PPPL and Group LBL Regular Interests) or Components thereof related to such Undercollateralized Group, in payment of any portion of the Interest Distribution Amounts for such Classes or Components remaining unpaid from such Distribution Date or previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts, and (b) second, to the REMIC IV Regular Interests (other than the Group LBL Regular Interests) or Components thereof related to such Undercollateralized Group, as principal (in the same priority that those REMIC IV Regular Interests or Components thereof are entitled to receive other distributions of principal pursuant to paragraph (I)(A)(iii) or (I)(B)(iii) above, as applicable), and (2) second, any remaining amount shall be distributed pursuant to paragraph (I)(C) above.
(II) For any Distribution Date on or after the related Credit Support Depletion Date, the REMIC IV Available Distribution Amount for each Loan Group for such Distribution Date shall be distributed to the outstanding Classes of REMIC IV Regular Interests and the Class R4 Residual Interest in the following amounts and priority, to the extent of the REMIC IV Available Distribution Amount for the applicable Loan Group for such Distribution Date:
(A) With respect to the Class 1AL, Class CA1BL, Class CA1CL, Class CX1L and Class CX2PPPL Regular Interests and the Class R4 Residual Interest, on any Distribution Date on or after the related Credit Support Depletion Date, to the extent of the REMIC IV Available Distribution Amount for Loan Group 1 for such Distribution Date:
(i) first, to the Class 1AL Regular Interest and the Class CA Group 1, Class CX1 Subgroup 1A IO and Class CX2PPP Subgroup 1B IO Components, the amount payable to each such Class or Component on prior Distribution Dates pursuant to clause (I)(A)(ii) or (II)(A)(ii) of this definition of “REMIC IV Distribution Amount,” and remaining unpaid, pro rata according to such amount payable to the extent of amounts available;
(ii) second, to the Class 1AL Regular Interest and the Class CA Group 1, Class CX1 Subgroup 1A IO and Class CX2PPP Subgroup 1B IO Components, concurrently, the sum of the Interest Distribution Amounts for such Classes or Components for the current Distribution Date, pro rata according to their respective Interest Distribution Amounts;
(iii) third, to the Class 1AL Regular Interest and the Class CA Group 1, Class CX1 Subgroup 1A PO and Class CX2PPP Subgroup 1B PO Components, as principal, the Group 1 Senior Principal Distribution Amount, pro rata according to Class Principal Balance or Component Principal Balance, as applicable, until such Class Principal Balance and Component Principal Balances have each been reduced to zero;
(iv) fourth, any payments to REMIC IV Regular Interests or Components thereof related to Loan Group 2 pursuant to the last paragraph of this definition of “REMIC IV Distribution Amount;”
(v) fifth, to the Class 1AL Regular Interest and the Class CA Group 1, Class CX1 Subgroup 1A PO and Class CX2PPP Subgroup 1B PO Components and the Group LBL Regular Interests in the order of seniority (which, from highest to lowest, shall be as follows: the Class 1AL Regular Interest and the Class CA Group 1, Class CX1 Subgroup 1A PO and Class CX2PPP Subgroup 1B PO Components of equal seniority, and then Class LB1L, Class LB2L, Class LB3L, Class LB4L, Class LB5L, Class LB6L, Class LB7L, Class LB8L, Class LB9L, Class LB10L, Class LB11L, Class LB12L, Class LB13L and Class LB14L of decreasing seniority) the remaining portion, if any, of the REMIC IV Available Distribution Amount for Loan Group 1, up to the amount of unreimbursed Realized Losses allocable to principal previously allocated or to be allocated on such Distribution Date to such Class or Component, if any; provided, however, that in the case of Classes or Components of equal seniority, the amount distributable to such Classes or Components shall be allocated among such Classes or Components according to the amount of losses allocated thereto; provided, further, that any amounts distributed pursuant to this paragraph (II)(A)(v) of this definition of “REMIC IV Distribution Amount” shall not cause a reduction in the Class Principal Balances or Component Principal Balances of any of the Classes of REMIC IV Regular Interests or Components thereof; and
(vi) sixth, to the Class R4 Residual Interest, the Residual Distribution Amount for Loan Group 1 for such Distribution Date.
(B) With respect to the Class 2AL, Class CA1BL, Class CA1CL, Class CX1L and Class CX2PPPL Regular Interests and the Class R4 Residual Interest, on any Distribution Date on or after the related Credit Support Depletion Date, to the extent of the REMIC IV Available Distribution Amount for Loan Group 2 for such Distribution Date:
(i) first, to the Class 2AL Regular Interest and the Class CA Group 2, Class CX1 Subgroup 2A PO and Class CX2PPP Subgroup 2B PO Components, the amount payable to each such Class of Regular Interests on prior Distribution Dates pursuant to clause (I)(B)(ii) or (II)(B)(ii) of this definition of “REMIC IV Distribution Amount,” and remaining unpaid, pro rata according to such amount payable to the extent of amounts available;
(ii) second, to the Class 2AL Regular Interest and the Class CA Group 2, Class CX1 Subgroup 2A PO and Class CX2PPP Subgroup 2B PO Components, concurrently, the sum of the Interest Distribution Amounts for such Classes or Components for the current Distribution Date, pro rata according to their respective Interest Distribution Amounts;
(iii) third, to the Class 2AL Regular Interest and the Class CA Group 2, Class CX1 Subgroup 2A PO and Class CX2PPP Subgroup 2B PO Components, as principal, the Group 2 Senior Principal Distribution Amount, pro rata according to Class Principal Balance or Component Principal Balance, as applicable, until such Class Principal Balance and Component Principal Balances have each been reduced to zero;
(iv) fourth, any payments to REMIC IV Regular Interests or Components thereof related to Loan Group 1 pursuant to the last paragraph of this definition of “REMIC IV Distribution Amount;”
(v) fifth, to the Class 2AL Regular Interest and the Class CA Group 2, Class CX1 Subgroup 2A PO and Class CX2PPP Subgroup 2B PO Components and the Group LBL Regular Interests in the order of seniority (which, from highest to lowest, shall be as follows: the Class 2AL Regular Interest, the Class CA Group 2, Class CX1 Subgroup 2A PO and Class CX2PPP Subgroup 2B PO Components of equal seniority, and then Class LB1L, Class LB2L, Class LB3L, Class LB4L, Class LB5L, Class LB6L, Class LB7L, Class LB8L, Class LB9L, Class LB10L, Class LB11L, Class LB12L, Class LB13L and Class LB14L of decreasing seniority) the remaining portion, if any, of the REMIC IV Available Distribution Amount for Loan Group 2, up to the amount of unreimbursed Realized Losses allocable to principal previously allocated or to be allocated on such Distribution Date to such Class or Component, if any; provided, however, that in the case of Classes or Components of equal seniority, the amount distributable to such Classes or Components shall be allocated among such Classes or Components according to the amount of losses allocated thereto; provided, further, that any amounts distributed pursuant to this paragraph (II)(B)(v) of this definition of “REMIC IV Distribution Amount” shall not cause a reduction in the Class Principal Balances or Component Principal Balances of any of the Classes of REMIC IV Regular Interests or Components thereof; and
(vi) sixth, Class R4 Residual Interest, the Residual Distribution Amount for Loan Group 2 for such Distribution Date.
(III) For any Distribution Date prior to the related Credit Support Depletion Date, the REMIC IV Available Distribution Amount for each of Loan Group 3, 4 and 5 for such Distribution Date shall be distributed to the REMIC IV Regular Interests and the Class R4 Residual Interest in the following amounts and priority, to the extent of the REMIC IV Available Distribution Amount for the applicable Loan Group for such Distribution Date:
(A) With respect to the Class 3AL, Class DA1BL, Class DA1CL and Class EXPPPL Regular Interests, on any Distribution Date prior to the related Credit Support Depletion Date, to the extent of the REMIC IV Available Distribution Amount for Loan Group 3 for such Distribution Date:
(i) first, to the Class 3AL Regular Interest and the Class DA Group 3 and Class EXPPP Loan Group 3 IO Components, concurrently, the sum of the Interest Distribution Amounts for such Classes or Components remaining unpaid from previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts;
(ii) second, to the Class 3AL Regular Interest and the Class DA Group 3 and Class EXPPP Loan Group 3 IO Components, concurrently, the sum of the Interest Distribution Amounts for such Classes or Components for the current Distribution Date, pro rata according to their respective Interest Distribution Amounts; and
(iii) third, to the Class 3AL Regular Interest and the Class DA Group 3 and Class EXPPP Loan Group 3 PO Components, as principal, the Group 3 Senior Principal Distribution Amount, sequentially, as follows:
(a) first, to the Class EXPPP Loan Group 3 PO Component, until its Component Principal Balance has been reduced to zero; and
(b) second, to the Class 3AL Regular Interest and the Class DA Group 3 Components, pro rata according to Class Principal Balance or Component Principal Balance, as applicable, until their Class Principal or Component Principal Balances have each been reduced to zero;
(B) With respect to the Class FX Certificates and Class 4A1L, Class 4A2L, Class 4ABL, Class DA1BL, Class DA1CL and Class EXPPPL Regular Interests, on any Distribution Date prior to the related Credit Support Depletion Date, to the extent of the REMIC IV Available Distribution Amount for Loan Group 4 for such Distribution Date:
(i) first, to the Class FX Certificates and Class 4A1L, Class 4A2L and Class 4ABL Regular Interests and the Class DA Group 4 and Class EXPPP Loan Group 4 IO Components, concurrently, the sum of the Interest Distribution Amounts for such Classes or Components remaining unpaid from previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts (provided, however, for this clause (III)(B)(i) the Class FX Interest Distribution Amount shall equal the Class FX Subgroup 4A Accrued Interest" for such Distribution Date);
(ii) second, to the Class FX Certificates and Class 4A1L, Class 4A2L and Class 4ABL Regular Interests and the Class DA Group 4 and Class EXPPP Loan Group 4 IO Components, concurrently, the sum of the Interest Distribution Amounts for such Classes or Components for the current Distribution Date, pro rata according to their respective Interest Distribution Amounts (provided, however, for this clause (III)(B)(ii) the Class FX Interest Distribution Amount shall equal the Class FX Subgroup 4A Accrued Interest" for such Distribution Date); and
(iii) third, to the Class 4A1L, Class 4A2L and Class 4ABL Regular Interests and the Class DA Group 4 and Class EXPPP Loan Group 4 PO Components, as principal, the Group 2 Senior Principal Distribution Amount, sequentially, as follows:
(a) first, to the Class EXPPP Loan Group 4 PO Component, until its Component Principal Balance has been reduced to zero; and
(b) second, to the Class 4A1L, Class 4A2L and Class 4ABL Regular Interests and the Class DA Group 4 Components, pro rata according to Class Principal Balance or Component Principal Balance, as applicable, until their Class Principal or Component Principal Balances have each been reduced to zero; and
(C) With respect to the Class FX Certificates and the Class 5AL, Class DA1BL, Class DA1CL and Class 5XPPPL Regular Interests, on any Distribution Date prior to the related Credit Support Depletion Date, to the extent of the REMIC IV Available Distribution Amount for Loan Group 5 for such Distribution Date:
(i) first, to the Class FX Certificates and the Class 5AL and Class 5XPPPL Regular Interests and the Class DA Group 5 Components, concurrently, the sum of the Interest Distribution Amounts for such Classes or Components remaining unpaid from previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts (provided, however, for this clause (III)(C)(i) the Class FX Interest Distribution Amount shall equal the Class FX Subgroup 4A Accrued Interest" for such Distribution Date);
(ii) second, to the Class FX Certificates and the Class 5AL and Class 5XPPPL Regular Interests and the Class DA Group 5 Components, concurrently, the sum of the Interest Distribution Amounts for such Classes or Components for the current Distribution Date, pro rata according to their respective Interest Distribution Amounts (provided, however, for this clause (III)(C)(ii) the Class FX Interest Distribution Amount shall equal the Class FX Subgroup 4A Accrued Interest" for such Distribution Date); and
(iii) third, to the Class 5AL and Class 5XPPPL Regular Interest and the Class DA Group 5 Components, as principal, the Group 5 Senior Principal Distribution Amount, sequentially, as follows:
(a) first, to the Class 5XPPPL Regular Interest, until its Class Principal Balance has been reduced to zero; and
(b) second, to the Class 5AL Regular Interest and the Class DA Group 5 Components, pro rata according to Class Principal Balance or Component Principal Balance, as applicable, until their Class Principal or Component Principal Balances have each been reduced to zero;
(D) With respect to the Group MBL Regular Interests and the Class R4 Residual Interest, on any Distribution Date prior to the related Credit Support Depletion Date, to the extent of the REMIC IV Available Distribution Amount for Loan Group 3, Loan Group 4 and Loan Group 5 for such Distribution Date after payment of the amounts pursuant to paragraphs (III)(A) and (III)(B) of this definition of “REMIC IV Distribution Amount”:
(i) first, to the Class MB1L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests remaining unpaid from previous Distribution Dates;
(ii) second, to the Class MB1L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests for the current Distribution Date;
(iii) third, to the Class MB1L Regular Interest, the portion of the Group MB Subordinate Principal Distribution Amount allocable to such Class of Regular Interests pursuant to the definition of “Group MB Subordinate Principal Distribution Amount,” until the Class MB1L Principal Balance has been reduced to zero;
(iv) fourth, to the Class MB2L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests remaining unpaid from previous Distribution Dates;
(v) fifth, to the Class MB2L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests for the current Distribution Date;
(vi) sixth, to the Class MB2L Regular Interest, the portion of the Group MB Subordinate Principal Distribution Amount allocable to such Class of Regular Interests pursuant to the definition of “Group MB Subordinate Principal Distribution Amount,” until the Class MB2L Principal Balance has been reduced to zero;
(vii) seventh, to the Class MB3L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests remaining unpaid from previous Distribution Dates;
(viii) eighth, to the Class MB3L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests for the current Distribution Date;
(ix) ninth, to the Class MB3L Regular Interest, the portion of the Group MB Subordinate Principal Distribution Amount allocable to such Class of Regular Interests pursuant to the definition of “Group MB Subordinate Principal Distribution Amount,” until the Class MB3L Principal Balance has been reduced to zero;
(x) tenth, to the Class MB4L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests remaining unpaid from previous Distribution Dates;
(xi) eleventh, to the Class MB4L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests for the current Distribution Date;
(xii) twelfth, to the Class MB4L Regular Interest, the portion of the Group MB Subordinate Principal Distribution Amount allocable to such Class of Regular Interests pursuant to the definition of “Group MB Subordinate Principal Distribution Amount,” until the Class MB4L Principal Balance has been reduced to zero;
(xiii) thirteenth, to the Class MB5L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests remaining unpaid from previous Distribution Dates;
(xiv) fourteenth, to the Class MB5L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests for the current Distribution Date;
(xv) fifteenth, to the Class MB5L Regular Interest, the portion of the Group MB Subordinate Principal Distribution Amount allocable to such Class of Regular Interests pursuant to the definition of “Group MB Subordinate Principal Distribution Amount,” until the Class MB5L Principal Balance has been reduced to zero;
(xvi) sixteenth, to the Class MB6L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests remaining unpaid from previous Distribution Dates;
(xvii) seventeenth, to the Class MB6L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests for the current Distribution Date;
(xviii) eighteenth, to the Class MB6L Regular Interest, the portion of the Group MB Subordinate Principal Distribution Amount allocable to such Class of Regular Interests pursuant to the definition of “Group MB Subordinate Principal Distribution Amount,” until the Class MB6L Principal Balance has been reduced to zero;
(xix) nineteenth, to the Class MB7L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests remaining unpaid from previous Distribution Dates;
(xx) twentieth, to the Class MB7L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests for the current Distribution Date;
(xxi) twentyfirst, to the Class MB7L Regular Interest, the portion of the Group MB Subordinate Principal Distribution Amount allocable to such Class of Regular Interests pursuant to the definition of “Group MB Subordinate Principal Distribution Amount,” until the Class MB7L Principal Balance has been reduced to zero;
(xxii) twentysecond, to the Class MB8L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests remaining unpaid from previous Distribution Dates;
(xxiii) twentythird, to the Class MB8L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests for the current Distribution Date;
(xxiv) twentyfourth, to the Class MB8L Regular Interest, the portion of the Group MB Subordinate Principal Distribution Amount allocable to such Class of Regular Interests pursuant to the definition of “Group MB Subordinate Principal Distribution Amount,” until the Class MB8L Principal Balance has been reduced to zero;
(xxv) twentyfifth, to the Class MB9L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests remaining unpaid from previous Distribution Dates;
(xxvi) twentysixth, to the Class MB9L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests for the current Distribution Date;
(xxvii) twentyseventh, to the Class MB9L Regular Interest, the portion of the Group MB Subordinate Principal Distribution Amount allocable to such Class of Regular Interests pursuant to the definition of “Group MB Subordinate Principal Distribution Amount,” until the Class MB9L Principal Balance has been reduced to zero;
(xxviii) twentyeighth, to the Class MB10L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests remaining unpaid from previous Distribution Dates;
(xxix) twentyninth, to the Class MB10L Regular Interest, the Interest Distribution Amount for such Class of Regular Interests for the current Distribution Date;
(xxx) thirtieth, to the Class MB10L Regular Interest, the portion of the Group MB Subordinate Principal Distribution Amount allocable to such Class of Regular Interests pursuant to the definition of “Group MB Subordinate Principal Distribution Amount,” until the Class MB10L Principal Balance has been reduced to zero;
(xxxi) thirtyfirst, to the Classes of Group MBL Regular Interests in the order of seniority (which, from highest to lowest, shall be as follows: Class MB1L, Class MB2L, Class MB3L, Class MB4L, Class MB5L, Class MB6L, Class MB7L, Class MB8L, Class MB9L and Class MB10L) the remaining portion, if any, of the REMIC IV Available Distribution Amount for Loan Group 3, Loan Group 4 and Loan Group 5, up to the amount of unreimbursed Realized Losses allocable to principal previously allocated or to be allocated on such Distribution Date to such Class, if any; provided, however, that any amounts distributed pursuant to this paragraph (III)(D)(xxxi) of this definition of “REMIC IV Distribution Amount” shall not cause a reduction in the Class Principal Balances of any of the Classes of Group MBL Regular Interests; and
(xxxii) thirtysecond, to the Class R4 Residual Interest, the Residual Distribution Amount for the Class R4 Residual Interest for Loan Group 3, Loan Group 4 and Loan Group 5 for such Distribution Date.
Notwithstanding the foregoing paragraph (III)(D) of this definition of “REMIC IV Distribution Amount”,
(X) on any Distribution Date on which both of the following conditions specified in clauses (1) and (2) are met:
(1) either (i) the sum of the Class 3A Principal Balance and the aggregate Component Principal Balance of the Class DA Group 3 and Class EXPPP Loan Group 3 PO Components has been reduced to zero, (ii) the sum of the Class 4A1, Class 4A2 and Class 4AB Principal Balances and the aggregate Component Principal Balance of the Class DA Group 4 and Class EXPPP Loan Group 4 PO Components has been reduced to zero or (ii) the sum of the Class 5A and Class 5XPPP Principal Balances and the aggregate Component Principal Balance of the Class DA Group 5 Components has been reduced to zero, and
(2) either (a) the Group MB Percentage for such Distribution Date is less than 200% of the Group MB Percentage as of the Closing Date or (b) the outstanding principal balance of the Mortgage Loans in either of Loan Group 3, Loan Group 4 or Loan Group 5 delinquent 60 days or more averaged over the last six months (including Mortgage Loans in foreclosure and Mortgage Loans the Mortgaged Property of which is held by REMIC II and acquired by foreclosure or deed in lieu of foreclosure), as a percentage of the related Subordinate Component Balance, is greater than or equal to 50%,
all principal received or advanced with respect to the Mortgage Loans in the Loan Group related to the REMIC IV Regular Interests (or Components thereof) described in the applicable subclause of clause (X)(1) above that have been paid in full (less any amount of Net Negative Amortization allocated to such Mortgage Loans) shall be paid as principal to the remaining REMIC IV Regular Interests (or Components thereof) described in the other subclause of clause (X)(1) above to the extent of and in reduction of the Class Principal Balances or Component Principal Balances thereof (in the same priority that those REMIC IV Regular Interests or Components thereof are entitled to receive other distributions of principal pursuant to paragraph (III)(A)(iii), (III)(B)(iii) or (III)(C)(iii) above, as applicable), and
(Y) if on any Distribution Date any of Loan Group 3, Loan Group 4 or Loan Group 5 is an Undercollateralized Group and the other such Loan Group(s) is an Overcollateralized Group(s), then the REMIC IV Available Distribution Amount for the Overcollateralized Group(s) , to the extent remaining following distributions pursuant to paragraph (III)(A), (III)(B) or (III)(C) above, as applicable, shall be paid in the following priority: (1) first, such remaining amount, up to the Total Transfer Amount for such Undercollateralized Group(s), pro rata according to the Total Transfer Amount for each Undercollateralized Group, shall be distributed (a) first, to the REMIC IV Regular Interests (other than the Class FX Certificates and the Class EXPPPL, Class 5XPPPL and Group MBL Regular Interests) or Components thereof related to such Undercollateralized Group(s), in payment of any portion of the Interest Distribution Amounts for such Classes or Components remaining unpaid from such Distribution Date or previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts, and (b) second, to the REMIC IV Regular Interests (other than the Class FX Certificates and the Group MBL Regular Interests) or Components thereof related to such Undercollateralized Group(s), as principal (in the same priority that those REMIC IV Regular Interests or Components thereof are entitled to receive other distributions of principal pursuant to paragraph (III)(A)(iii), (III)(B)(iii) or (I)(C)(iii) above, as applicable), and (2) second, any remaining amount shall be distributed pursuant to paragraph (I)(C) above.
(IV) For any Distribution Date on or after the related Credit Support Depletion Date, the REMIC IV Available Distribution Amount for each Loan Group for such Distribution Date shall be distributed to the outstanding Classes of REMIC IV Regular Interests and the Class R4 Residual Interest in the following amounts and priority, to the extent of the REMIC IV Available Distribution Amount for the applicable Loan Group for such Distribution Date:
(A) With respect to the Class 3AL, Class DA1BL, Class DA1CL and Class EXPPPL Regular Interests and the Class R4 Residual Interest, on any Distribution Date on or after the related Credit Support Depletion Date, to the extent of the REMIC IV Available Distribution Amount for Loan Group 3 for such Distribution Date:
(i) first, to the Class 3AL Regular Interest and the Class DA Group 3 and Class EXPPP Loan Group 3 IO Components, the amount payable to each such Class or Component on prior Distribution Dates pursuant to clause (III)(A)(ii) or (IV)(A)(ii) of this definition of “REMIC IV Distribution Amount,” and remaining unpaid, pro rata according to such amount payable to the extent of amounts available;
(ii) second, to the Class 3AL Regular Interest and the Class DA Group 3 and Class EXPPP Loan Group 3 IO Components, concurrently, the sum of the Interest Distribution Amounts for such Classes or Components for the current Distribution Date, pro rata according to their respective Interest Distribution Amounts;
(iii) third, to the Class 3AL Regular Interest and the Class DA Group 3 and Class EXPPP Loan Group 3 PO Components, as principal, the Group 3 Senior Principal Distribution Amount, pro rata according to Class Principal Balance or Component Principal Balance, as applicable, until such Class Principal Balance and Component Principal Balances have each been reduced to zero;
(iv) fourth, any payments to REMIC IV Regular Interests or Components thereof related to Loan Group 4 or Loan Group 5 pursuant to the last paragraph of this definition of “REMIC IV Distribution Amount;”
(v) fifth, to the Class 3AL Regular Interest and the Class DA Group 3 and Class EXPPP Loan Group 3 PO Components and the Group MBL Regular Interests in the order of seniority (which, from highest to lowest, shall be as follows: the Class 3AL Regular Interest and the Class DA Group 3 and Class EXPPP Loan Group 3 PO Components of equal seniority, and then Class MB1L, Class MB2L, Class MB3L, Class MB4L, Class MB5L, Class MB6L, Class MB7L, Class MB8L, Class MB9L and Class MB10L of decreasing seniority) the remaining portion, if any, of the REMIC IV Available Distribution Amount for Loan Group 3, up to the amount of unreimbursed Realized Losses allocable to principal previously allocated or to be allocated on such Distribution Date to such Class or Component, if any; provided, however, that in the case of Classes or Components of equal seniority, the amount distributable to such Classes or Components shall be allocated among such Classes or Components according to the amount of losses allocated thereto; provided, further, that any amounts distributed pursuant to this paragraph (IV)(A)(v) of this definition of “REMIC IV Distribution Amount” shall not cause a reduction in the Class Principal Balances or Component Principal Balances of any of the Classes of REMIC IV Regular Interests or Components thereof; and
(vi) sixth, to the Class R4 Residual Interest, the Residual Distribution Amount for Loan Group 1 for such Distribution Date.
(B) With respect to the Class FX Certificates and the Class 4A1L, Class 4A2L, Class 4ABL, Class DA1BL, Class DA1CL and Class EXPPPL Regular Interests and the Class R4 Residual Interest, on any Distribution Date on or after the related Credit Support Depletion Date, to the extent of the REMIC IV Available Distribution Amount for Loan Group 4 for such Distribution Date:
(i) first, to the Class FX Certificates and the Class 4A1L, Class 4A2L and Class 4ABL Regular Interest and the Class DA Group 4 and Class EXPPP Loan Group 4 PO Components, the amount payable to each such Class of Regular Interests on prior Distribution Dates pursuant to clause (III)(B)(ii) or (IV)(B)(ii) of this definition of “REMIC IV Distribution Amount,” and remaining unpaid, pro rata according to such amount payable to the extent of amounts available;
(ii) second, to the Class FX Certificates and the Class 4A1L, Class 4A2L and Class 4ABL Regular Interest and the Class DA Group 4 and Class EXPPP Loan Group 4 PO Components, concurrently, the sum of the Interest Distribution Amounts for such Classes or Components for the current Distribution Date, pro rata according to their respective Interest Distribution Amounts (provided, however, for this clause (IV)(B)(ii) the Class FX Interest Distribution Amount shall equal the Class FX Subgroup 4A Accrued Interest" for such Distribution Date);
(iii) third, to the Class 4A1L, Class 4A2L and Class 4ABL Regular Interest and the Class DA Group 4 and Class EXPPP Loan Group 4 PO Components, as principal, the Group 4 Senior Principal Distribution Amount, pro rata according to Class Principal Balance or Component Principal Balance, as applicable, until such Class Principal Balance and Component Principal Balances have each been reduced to zero;
(iv) fourth, any payments to REMIC IV Regular Interests or Components thereof related to Loan Group 3 or Loan Group 5 pursuant to the last paragraph of this definition of “REMIC IV Distribution Amount;”
(v) fifth, to the Class 4A1L, Class 4A2L and Class 4ABL Regular Interest and the Class DA Group 4 and Class EXPPP Loan Group 4 PO Components and the Group MBL Regular Interests in the order of seniority (which, from highest to lowest, shall be as follows: the Class 4A1L, Class 4A2L and Class 4ABL Regular Interest and the Class DA Group 4 and Class EXPPP Loan Group 4 PO Components of equal seniority, and then Class MB1L, Class MB2L, Class MB3L, Class MB4L, Class MB5L, Class MB6L, Class MB7L, Class MB8L, Class MB9L and Class MB10L of decreasing seniority) the remaining portion, if any, of the REMIC IV Available Distribution Amount for Loan Group 4, up to the amount of unreimbursed Realized Losses allocable to principal previously allocated or to be allocated on such Distribution Date to such Class or Component, if any; provided, however, that in the case of Classes or Components of equal seniority, the amount distributable to such Classes or Components shall be allocated among such Classes or Components according to the amount of losses allocated thereto; provided, further, that any amounts distributed pursuant to this paragraph (IV)(B)(v) of this definition of “REMIC IV Distribution Amount” shall not cause a reduction in the Class Principal Balances or Component Principal Balances of any of the Classes of REMIC IV Regular Interests or Components thereof; and
(vi) sixth, Class R4 Residual Interest, the Residual Distribution Amount for Loan Group 4 for such Distribution Date.
(C) With respect to the Class FX Certificates and the Class 5AL, Class DA1BL, Class DA1CL and Class 5XPPPL Regular Interests and the Class R4 Residual Interest, on any Distribution Date on or after the related Credit Support Depletion Date, to the extent of the REMIC IV Available Distribution Amount for Loan Group 5 for such Distribution Date:
(i) first, to the Class FX Certificates and the Class 5AL and Class 5XPPP Regular Interests and the Class DA Group 5 Components, the amount payable to each such Class of Regular Interests on prior Distribution Dates pursuant to clause (III)(C)(ii) or (IV)(C)(ii) of this definition of “REMIC IV Distribution Amount,” and remaining unpaid, pro rata according to such amount payable to the extent of amounts available;
(ii) second, to the Class FX Certificates and the Class 5AL and Class 5XPPP Regular Interests and the Class DA Group 5 Components, concurrently, the sum of the Interest Distribution Amounts for such Classes or Components for the current Distribution Date, pro rata according to their respective Interest Distribution Amounts (provided, however, for this clause (IV)(C)(ii) the Class FX Interest Distribution Amount shall equal the Class FX Subgroup 5A Accrued Interest for such Distribution Date);
(iii) third, to the Class 5AL and Class 5XPPP Regular Interests and the Class DA Group 5 Components, as principal, the Group 5 Senior Principal Distribution Amount, pro rata according to Class Principal Balance or Component Principal Balance, as applicable, until such Class Principal Balance and Component Principal Balances have each been reduced to zero;
(iv) fourth, any payments to REMIC IV Regular Interests or Components thereof related to Loan Group 3 or Loan Group 4 pursuant to the last paragraph of this definition of “REMIC IV Distribution Amount;”
(v) fifth, to the Class 5AL and Class 5XPPP Regular Interests and the Class DA Group 5 Components and the Group MBL Regular Interests in the order of seniority (which, from highest to lowest, shall be as follows: the Class 5AL and Class 5XPPPL Regular Interests and the Class DA Group 5 Components of equal seniority, and then Class MB1L, Class MB2L, Class MB3L, Class MB4L, Class MB5L, Class MB6L, Class MB7L, Class MB8L, Class MB9L and Class MB10L of decreasing seniority) the remaining portion, if any, of the REMIC IV Available Distribution Amount for Loan Group 5, up to the amount of unreimbursed Realized Losses allocable to principal previously allocated or to be allocated on such Distribution Date to such Class or Component, if any; provided, however, that in the case of Classes or Components of equal seniority, the amount distributable to such Classes or Components shall be allocated among such Classes or Components according to the amount of losses allocated thereto; provided, further, that any amounts distributed pursuant to this paragraph (IV)(C)(v) of this definition of “REMIC IV Distribution Amount” shall not cause a reduction in the Class Principal Balances or Component Principal Balances of any of the Classes of REMIC IV Regular Interests or Components thereof; and
(vi) sixth, Class R4 Residual Interest, the Residual Distribution Amount for Loan Group 5 for such Distribution Date.
If (i) on any Distribution Date any of Loan Group 1 or Loan Group 2 is an Undercollateralized Group and the other of such Loan Groups is an Overcollateralized Group, then the REMIC IV Available Distribution Amount for the Overcollateralized Group, to the extent remaining following distributions pursuant to paragraph (II)(A)(i) through (II)(A)(iii) or paragraph (II)(B)(i) through (II)(B)(iii) above, as applicable, shall be paid in the following priority: (1) first, such remaining amount, up to the Total Transfer Amount for such Undercollateralized Group, shall be distributed (a) first, to the REMIC IV Regular Interests (other than the Class CX1L, Class CX2PPPL and Group LBL Regular Interests) or Components thereof related to such Undercollateralized Group, in payment of any portion of the Interest Distribution Amounts for such Classes or Components remaining unpaid from such Distribution Date or previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts, and (b) second, to the REMIC IV Regular Interests (other than the Group LBL Regular Interests) or Components thereof related to such Undercollateralized Group, as principal, pro rata according to Class Principal Balance or Component Principal Balance, and (2) second, any remaining amount shall be distributed pursuant to paragraph (II)(A)(v) through (II)(A)(vi) or paragraph (II)(B)(v) through (II)(B)(vi) above, as applicable and (ii) on any Distribution Date any of Loan Group 3, Loan Group 4 or Loan Group 5 is an Undercollateralized Group and the other of such Loan Groups is an Overcollateralized Group(s), then the REMIC IV Available Distribution Amount for the Overcollateralized Group, to the extent remaining following distributions pursuant to paragraph (IV)(A)(i) through (IV)(A)(iii), (IV)(B)(i) through (IV)(B)(iii) or paragraph (IV)(C)(i) through (IV)(C)(iii) above, as applicable, shall be paid in the following priority: (1) first, such remaining amount, up to the Total Transfer Amount for such Undercollateralized Group(s), pro rata according to the Total Transfer Amount for each Undercollateralized Group, shall be distributed (a) first, to the REMIC IV Regular Interests (other than the Class EXPPPL, Class 5XPPPL and Group MBL Regular Interests) or Components thereof related to such Undercollateralized Group(s), in payment of any portion of the Interest Distribution Amounts for such Classes or Components remaining unpaid from such Distribution Date or previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts, and (b) second, to the REMIC IV Regular Interests (other than the Class FX Certificates and the Group MBL Regular Interests) or Components thereof related to such Undercollateralized Group(s), as principal, pro rata according to Class Principal Balance or Component Principal Balance, and (2) second, any remaining amount shall be distributed pursuant to paragraph (IV)(A)(v) through (IV)(A)(vi), (IV)(B)(v) through (IV)(B)(vi) or paragraph (IV)(C)(v) through (IV)(C)(vi) above, as applicable.
REMIC IV Regular Interests: The Classes of undivided beneficial interests in REMIC IV designated as “regular interests” in the table titled “REMIC IV Interests” in the Preliminary Statement hereto.
Repurchase Price: With respect to any Mortgage Loan to be repurchased by the Company pursuant to Section 2.08, an amount equal to the sum of (i) the Principal Balance thereof, (ii) one month’s interest thereon at the applicable PassThrough Rate, (iii) (x) any unreimbursed Monthly P&I Advances or advances of reimbursable expenses made by the Servicer with respect to such Mortgage Loan hereunder or (y) any unreimbursed Monthly Advances or Servicing Advances (each, as defined in the Countrywide Agreement) made by Countrywide with respect to such Mortgage Loan under the Countrywide Agreement, as applicable, and (iv) any interest due but unpaid with respect to such Mortgage Loan not covered by a Monthly P&I Advance or by a Monthly Advance or Servicing Advance (each, as defined in the Countrywide Agreement), as applicable.
Repurchase Proceeds: Proceeds received by the Trust with respect to any Mortgage Loan that was repurchased or substituted for by the Company pursuant to Section 2.08 or repurchased or substituted for by the Seller pursuant to the Mortgage Loan Purchase Agreement, after deduction of amounts reimbursable to the Servicer under Section 3.05(a)(i) and (ii) hereof or to Countrywide under Section 11.05(ii), (iii) and (vii) of the Countrywide Servicing Addendum, as applicable.
Residual Certificates: The Class R Certificates.
Residual Distribution Amount: For any Distribution Date, with respect to the Class R1 Residual Interest, any portion of the REMIC I Available Distribution Amount for Loan Group 1 and Loan Group 2 remaining after all distributions of the REMIC I Available Distribution Amount pursuant to clauses (a), (b) and (c) (other than the last subclause of clause (c)) of the definition of “REMIC I Distribution Amount”.
For any Distribution Date, with respect to the Class R2 Residual Interest, any portion of the REMIC II Available Distribution Amount for Loan Group 3, Loan Group 4 and Loan Group 5 remaining after all distributions of the REMIC II Available Distribution Amount pursuant to clauses (a), (b), (c) and (d) (other than the last subclause of clause (d)) of the definition of “REMIC II Distribution Amount”.
For any Distribution Date, with respect to the Class R3 Residual Interest, any portion of the REMIC III Available Distribution Amount remaining after all distributions of the REMIC III Available Distribution Amount pursuant to the definition of “REMIC III Distribution Amount” (other than the distribution pursuant to the last clause thereof).
For any Distribution Date, with respect to the Class R4 Residual Interest and for Loan Group 1 and Loan Group 2, any portion of the REMIC IV Available Distribution Amount for Loan Group 1 and Loan Group 2, respectively, remaining after all distributions of such REMIC IV Available Distribution Amount pursuant to clauses (I)(A), (I)(B), (I)(C), (II)(A) and (II)(B), as applicable, of the definition of “REMIC IV Distribution Amount” (other than the distributions pursuant to the last subclause of clauses (I)(C), (II)(A) and (II)(B)).
For any Distribution Date, with respect to the Class R4 Residual Interest and for Loan Group 3, Loan Group 4 and Loan Group 5, any portion of the REMIC IV Available Distribution Amount for Loan Group 3, Loan Group 4 and Loan Group 5, respectively, remaining after all distributions of such REMIC IV Available Distribution Amount pursuant to clauses (III)(A), (III)(B), (III)(C), (III)(D), (IV)(A), (IV)(B) and (IV)(C), as applicable, of the definition of “REMIC IV Distribution Amount” (other than the distributions pursuant to the last subclause of clauses (III)(D), (IV)(A), (IV)(B) and (IV)(C)).
Upon termination of the obligations created by this Agreement and liquidation of REMIC I, REMIC II, REMIC III and REMIC IV, the amounts which remain on deposit in the Certificate Account after payment to the Holders of the REMIC IV Regular Interests of the amounts set forth in Section 9.01 of this Agreement, and subject to the conditions set forth therein, shall be distributed to the Class R1, Class R2, Class R3 and Class R4 Residual Interests in accordance with the preceding sentences of this definition as if the date of such distribution were a Distribution Date.
Responsible Officer: When used with respect to the Trustee or the Delaware Trustee, any officer assigned to and working in the Corporate Trust Office (in the case of the Trustee) or its corporate trust office (in the case of the Delaware Trustee) or, in each case, in a similar group and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.
ROV Mortgage Loan: A Mortgage Loan originated by Washington Mutual Bank or an affiliate thereof with respect to which the value set forth on the appraisal has been appealed and, as a result, an internal valuation has been conducted and included in a residential appraisal review contained in the related credit file.
S&P: Standard & Poor’s Ratings Services, a division of The McGrawHill Companies, Inc., provided that at the applicable time it is a Rating Agency.
Secretary of State: The Secretary of State of the State of Delaware.
Securities Act: The Securities Act of 1933, as amended.
Security Agreement: With respect to a Cooperative Loan, the agreement or mortgage creating a security interest in favor of the originator of the Cooperative Loan in the related Cooperative Stock.
Seller: For each Mortgage Loan, the seller of such Mortgage Loan pursuant to the related Mortgage Loan Purchase Agreement.
Senior Certificates: The Class A, Class X and Class R Certificates.
Senior Subordinate Certificates: The Subordinate Certificates other than the Junior Subordinate Certificates.
Servicer: Washington Mutual Bank, or any successor thereto appointed as provided pursuant to Section 7.02.
Servicer Business Day: Any day other than a Saturday, a Sunday, or a day on which banking institutions in Seattle, Washington or in any other city in which a corporate office of the Servicer is located are authorized or obligated by law or executive order to be closed.
Servicing Fee Rate: For each WMB Loan and each Countrywide Loan, the per annum rate set forth for such Mortgage Loan in the Mortgage Loan Schedule.
Servicing Officer: Any officer of the Servicer involved in, or responsible for, the administration and servicing of the Mortgage Loans or the Certificates, as applicable, whose name and specimen signature appear on a list of servicing officers furnished to the Trustee by the Servicer, as such list may from time to time be amended.
Special Primary Insurance Policy: Any Primary Insurance Policy covering a Mortgage Loan the premium of which is payable by the Trustee pursuant to Section 4.05(a), if so identified in the Mortgage Loan Schedule. There are no Special Primary Insurance Policies with respect to any of the Mortgage Loans, and all references herein to Special Primary Insurance Policies shall be of no force or effect.
Special Primary Insurance Premium: With respect to any Special Primary Insurance Policy, the monthly premium payable thereunder.
Statutory Trust Statute: Chapter 38 of Title 12 of the Delaware Code, 12 Del.C. §3801 et seq., as the same may be amended from time to time.
Streamlined Mortgage Loan: A Mortgage Loan originated in connection with the refinance of a mortgage loan pursuant to the streamlined loan documentation program then in effect of the originator of such Mortgage Loan.
Subgroup: Subgroup 1A, Subgroup 1B, Subgroup 2A or Subgroup 2B, as applicable.
Subgroup LBalance: The Subgroup 1A Balance, Subgroup 1B Balance, Subgroup 2A Balance, Subgroup 2B Balance, Subgroup 4B Balance or Subgroup 5B Balance, as applicable.
Subgroup Fraction: For Subgroup 1A for any Distribution Date, a fraction, the numerator of which is (a) the excess of (i) the Subgroup 1A Balance for such Distribution Date over (ii) the Class CX1 Subgroup 1A PO Component Principal Balance immediately before such Distribution Date, and the denominator of which is (b) the excess of (i) the sum of the Subgroup 1A Balance and the Subgroup 1B Balance for such Distribution Date over (ii) the sum of the Class CX1 Subgroup 1A PO Component Principal Balance and the Class CX2PPP Subgroup 1B PO Component Principal Balance immediately before such Distribution Date.
For Subgroup 1B for any Distribution Date, a fraction, the numerator of which is (a) the excess of (i) the Subgroup 1B Balance for such Distribution Date over (ii) the Class CX2PPP Subgroup 1B PO Component Principal Balance immediately before such Distribution Date, and the denominator of which is (b) the excess of (i) the sum of the Subgroup 1A Balance and the Subgroup 1B Balance for such Distribution Date over (ii) the sum of the Class CX1 Subgroup 1A PO Component Principal Balance and the Class CX2PPP Subgroup 1B PO Component Principal Balance immediately before such Distribution Date.
For Subgroup 2A for any Distribution Date, a fraction, the numerator of which is (a) the excess of (i) the Subgroup 2A Balance for such Distribution Date over (ii) the Class CX1 Subgroup 2A PO Component Principal Balance immediately before such Distribution Date, and the denominator of which is (b) the excess of (i) the sum of the Subgroup 2A Balance and the Subgroup 2B Balance for such Distribution Date over (ii) the sum of the Class CX1 Subgroup 2A PO Component Principal Balance and the Class CX2PPP Subgroup 2B PO Component Principal Balance immediately before such Distribution Date.
For Subgroup 2B for any Distribution Date, a fraction, the numerator of which is (a) the excess of (i) the Subgroup 2B Balance for such Distribution Date over (ii) the Class CX2PPP Subgroup 2B PO Component Principal Balance immediately before such Distribution Date, and the denominator of which is (b) the excess of (i) the sum of the Subgroup 2A Balance and the Subgroup 2B Balance for such Distribution Date over (ii) the sum of the Class CX1 Subgroup 2A PO Component Principal Balance and the Class CX2PPP Subgroup 2B PO Component Principal Balance immediately before such Distribution Date.
Subgroup Weighted Average PassThrough Rate: The Subgroup 1A Weighted Average PassThrough Rate, Subgroup 1B Weighted Average PassThrough Rate, Subgroup 2A Weighted Average PassThrough Rate or Subgroup 2B Weighted Average PassThrough Rate, as applicable.
Subgroup 1A: The subgroup of Mortgage Loans comprised of the Subgroup 1A Mortgage Loans.
Subgroup 1A Balance: For any Distribution Date, the aggregate principal balance of the Subgroup 1A Mortgage Loans as of the second preceding Due Date (after giving effect to (i) payments due on such Mortgage Loans on such Due Date and (ii) except for the first Distribution Date, any Payoffs on WMB Loans received on or before the 14th day of the calendar month of such Due Date).
Subgroup 1A Mortgage Loans: The Mortgage Loans identified on the Mortgage Loan Schedule as Subgroup 1A Mortgage Loans.
Subgroup 1A Weighted Average PassThrough Rate: For any Distribution Date, the weighted average of the PassThrough Rates on the Subgroup 1A Loans as of the second preceding Due Date (after giving effect to (i) payments due on such Mortgage Loans on such Due Date and (ii) except for the first Distribution Date, any Payoffs on WMB Loans in such Loan Group received on or before the 14th day of the calendar month of such Due Date).
Subgroup 1B: The subgroup of Mortgage Loans comprised of the Subgroup 1B Mortgage Loans.
Subgroup 1B Balance: For any Distribution Date, the aggregate principal balance of the Subgroup 1B Mortgage Loans as of the second preceding Due Date (after giving effect to (i) payments due on such Mortgage Loans on such Due Date and (ii) except for the first Distribution Date, any Payoffs on WMB Loans received on or before the 14th day of the calendar month of such Due Date).
Subgroup 1B Mortgage Loans: The Mortgage Loans identified on the Mortgage Loan Schedule as Subgroup 1B Mortgage Loans.
Subgroup 1B Weighted Average PassThrough Rate: For any Distribution Date, the weighted average of the PassThrough Rates on the Subgroup 1B Loans as of the second preceding Due Date (after giving effect to (i) payments due on such Mortgage Loans on such Due Date and (ii) except for the first Distribution Date, any Payoffs on WMB Loans in such Loan Group received on or before the 14th day of the calendar month of such Due Date).
Subgroup 2A: The subgroup of Mortgage Loans comprised of the Subgroup 2A Mortgage Loans.
Subgroup 2A Balance: For any Distribution Date, the aggregate principal balance of the Subgroup 2A Mortgage Loans as of the second preceding Due Date (after giving effect to (i) payments due on such Mortgage Loans on such Due Date and (ii) except for the first Distribution Date, any Payoffs on WMB Loans received on or before the 14th day of the calendar month of such Due Date).
Subgroup 2A Mortgage Loans: The Mortgage Loans identified on the Mortgage Loan Schedule as Subgroup 2A Mortgage Loans.
Subgroup 2A Weighted Average PassThrough Rate: For any Distribution Date, the weighted average of the PassThrough Rates on the Subgroup 2A Loans as of the second preceding Due Date (after giving effect to (i) payments due on such Mortgage Loans on such Due Date and (ii) except for the first Distribution Date, any Payoffs on WMB Loans in such Loan Group received on or before the 14th day of the calendar month of such Due Date).
Subgroup 2B: The subgroup of Mortgage Loans comprised of the Subgroup 2B Mortgage Loans.
Subgroup 2B Balance: For any Distribution Date, the aggregate principal balance of the Subgroup 2B Mortgage Loans as of the second preceding Due Date (after giving effect to (i) payments due on such Mortgage Loans on such Due Date and (ii) except for the first Distribution Date, any Payoffs on WMB Loans received on or before the 14th day of the calendar month of such Due Date).
Subgroup 2B Mortgage Loans: The Mortgage Loans identified on the Mortgage Loan Schedule as Subgroup 2B Mortgage Loans.
Subgroup 2B Weighted Average PassThrough Rate: For any Distribution Date, the weighted average of the PassThrough Rates on the Subgroup 2B Loans as of the second preceding Due Date (after giving effect to (i) payments due on such Mortgage Loans on such Due Date and (ii) except for the first Distribution Date, any Payoffs on WMB Loans in such Loan Group received on or before the 14th day of the calendar month of such Due Date).
Subgroup 4B: The subgroup of Mortgage Loans comprised of the Subgroup 4B Mortgage Loans.
Subgroup 4B Balance: For any Distribution Date, the aggregate principal balance of the Subgroup 4B Mortgage Loans as of the second preceding Due Date (after giving effect to (i) payments due on such Mortgage Loans on such Due Date and (ii) except for the first Distribution Date, any Payoffs on WMB Loans received on or before the 14th day of the calendar month of such Due Date).
Subgroup 4B Mortgage Loans: The Mortgage Loans identified on the Mortgage Loan Schedule as Subgroup 4B Mortgage Loans.
Subgroup 5B: The subgroup of Mortgage Loans comprised of the Subgroup 5B Mortgage Loans.
Subgroup 5B Balance: For any Distribution Date, the aggregate principal balance of the Subgroup 5B Mortgage Loans as of the second preceding Due Date (after giving effect to (i) payments due on such Mortgage Loans on such Due Date and (ii) except for the first Distribution Date, any Payoffs on WMB Loans received on or before the 14th day of the calendar month of such Due Date).
Subgroup 5B Mortgage Loans: The Mortgage Loans identified on the Mortgage Loan Schedule as Subgroup 5B Mortgage Loans.
Subordinate Certificates: The Group LB Certificates.
Subordinate Component Balance: For (i) any of Loan Group 1 or Loan Group 2 for any date of determination, the product of (i) the aggregate Class Principal Balance of the Group LB Certificates and (ii) a fraction, (a) the numerator of which is equal to the excess, if any, of (x) the aggregate Principal Balance of the Mortgage Loans in that Loan Group over (y) the sum of the Class Principal Balances (or Component Principal Balances, if applicable) of the Class A and Class X Certificates (or Components thereof, if applicable) related to such Loan Group (and, in the case of Loan Group 1, the Class R Certificates) and (b) the denominator of which is equal to the sum of the amounts described in clause (a) calculated for each Loan Group and (ii) any of Loan Group 3, Loan Group 4 or Loan Group 5 for any date of determination, the product of (i) the aggregate Class Principal Balance of the Group MB Certificates and (ii) a fraction, (a) the numerator of which is equal to the excess, if any, of (x) the aggregate Principal Balance of the Mortgage Loans in that Loan Group over (y) the sum of the Class Principal Balances (or Component Principal Balances, if applicable) of the Class A and Class X Certificates (or Components thereof, if applicable) related to such Loan Group and (b) the denominator of which is equal to the sum of the amounts described in clause (a) calculated for each Loan Group.
Subordinate Percentage: The Group 1 Subordinate Percentage, Group 2 Subordinate Percentage, Group 3 Subordinate Percentage, Group 4 Subordinate Percentage or Group 5 Subordinate Percentage, as applicable.
Subordination Level: On any specified date, with respect to (i) any Class of Group LBL Regular Interests, the percentage obtained by dividing the aggregate Class Principal Balance of such Class and the Classes of Group LBL Regular Interests which are subordinate in right of payment to such Class by the aggregate Class Principal Balance of the REMIC IV Regular Interests and the Class R1 Residual Interest as of such date prior to giving effect to distributions of principal and interest, allocations of Realized Losses and allocations of Net Negative Amortization Amounts on such date and (ii) any Class of Group MBL Regular Interests, the percentage obtained by dividing the aggregate Class Principal Balance of such Class and the Classes of Group MBL Regular Interests which are subordinate in right of payment to such Class by the aggregate Class Principal Balance of the REMIC IV Regular Interests and the Class R2 Residual Interest as of such date prior to giving effect to distributions of principal and interest, allocations of Realized Losses and allocations of Net Negative Amortization Amounts on such date.
Subsequent Recoveries: For any Distribution Date and any Loan Group, the sum of (a) amounts received by the Servicer or Countrywide, as applicable, during the Prior Period in connection with the liquidation of defaulted Mortgage Loans in such Loan Group after such Mortgage Loans became Liquidated Mortgage Loans and (b) Repurchase Proceeds received during the Prior Period with respect to Mortgage Loans in such Loan Group, for each such Mortgage Loan referred to in clause (a) or (b), for each such Mortgage Loan referred to in clause (a) or (b) up to the amount of Realized Losses, if any, previously allocated in respect of such Mortgage Loan in reduction of the Class Principal Balance of any Class of Certificates.
Substitute Mortgage Loan: A Mortgage Loan which is substituted for another Mortgage Loan pursuant to and in accordance with the provisions of Section 2.08.
Substitution Price: With respect to all Reacquired Mortgage Loans for which Substitute Mortgage Loans are substituted on a specific date pursuant to Section 2.08, an amount equal to the sum of (i) the excess, if any, of the aggregate Principal Balance of the Reacquired Mortgage Loans over the aggregate Principal Balance of the Substitute Mortgage Loans, in each case, as of the date of substitution, (ii) one month’s interest on the excess amount described in clause (i) above at the weighted average PassThrough Rate for the Reacquired Mortgage Loans, (iii) (x) all unreimbursed Monthly P&I Advances and advances of reimbursable expenses made by the Servicer with respect to such Reacquired Mortgage Loans hereunder and (y) all unreimbursed Monthly Advances and Servicing Advances (each, as defined in the Countrywide Agreement) made by Countrywide with respect to such Reacquired Mortgage Loans under the Countrywide Agreement, as applicable, and (iv) all interest due but unpaid with respect to such Reacquired Mortgage Loans not covered by a Monthly P&I Advance or by a Monthly Advance (as defined in the Countrywide Agreement), as applicable.
Tax Matters Person: With respect to each of REMIC I, REMIC II, REMIC III and REMIC IV, a Holder of a Class R Certificate with a Percentage Interest of at least 0.01% or any Permitted Transferee of such Class R Certificateholder designated as succeeding to the position of Tax Matters Person in a notice to the Trustee signed by authorized representatives of the transferor and transferee of such Class R Certificate, which Tax Matters Person shall be the tax matters person for each REMIC within the meaning of Section 6231(a)(7) of the Code and Treasury Regulation Section 1.860F4(d). The Servicer is hereby appointed to act as Tax Matters Person so long as it holds a Class R Certificate with a Percentage Interest of at least 0.01%. In the event that the Servicer ceases to hold a Class R Certificate with the required Percentage Interest, the holder of the Class R Certificate with the largest Percentage Interest shall be Tax Matters Person, and such Tax Matters Person shall be deemed to have appointed the Servicer to act as agent for the Tax Matters Person, to perform the functions of such Tax Matters Person as provided herein. If the Tax Matters Person becomes a Disqualified Organization, the last preceding Holder, that is not a Disqualified Organization, of the Class R Certificate held by the Disqualified Organization shall be Tax Matters Person pursuant to and as permitted by Section 5.01(c). If any Person is appointed as tax matters person by the Internal Revenue Service pursuant to the Code, such Person shall be Tax Matters Person.
Termination Date: The date upon which final payment of the Certificates will be made pursuant to the procedures set forth in Section 9.01(b).
Termination Payment: The final payment delivered to the Certificateholders on the Termination Date pursuant to the procedures set forth in Section 9.01(b).
Total Transfer Amount: For any Distribution Date and for any Undercollateralized Group, an amount equal to the sum of the Interest Transfer Amount and the Principal Transfer Amount for such Undercollateralized Group.
Transfer: Any direct or indirect transfer or sale of any Ownership Interest in a Residual Certificate.
Transfer Rate: For any Distribution Date, the UC Rate for any Loan Group that is an Undercollateralized Group.
Transferee: Any Person who is acquiring by Transfer any Ownership Interest in a Residual Certificate.
Transferee Affidavit and Agreement: An affidavit and agreement in the form attached hereto as Exhibit J.
Trust: Washington Mutual Mortgage PassThrough Certificates WMALT Series 2007OA3 Trust, a Delaware statutory trust, created pursuant to the Original Trust Agreement.
Trustee: LaSalle Bank National Association, not in its individual capacity but solely as trustee, or its successorininterest as provided in Section 8.09, or any successor trustee appointed as herein provided.
UC Rate: For any Undercollateralized Group and any Distribution Date, the weighted average of the annual Certificate Interest Rates on the Class A Certificates (or Components thereof, as applicable) related to such Loan Group (weighted according to Class Principal Balance or Component Principal Balance, as applicable).
Unadjusted Net Negative Amortization Amount: For any Distribution Date and any Subgroup, the excess, if any, of (i) the aggregate of Negative Amortization Amounts with respect to the Mortgage Loans in such Subgroup for the Due Date in the calendar month of such Distribution Date over (ii) the sum of (x) Curtailments received during the Prior Period from the Mortgage Loans in such Subgroup and (y) Payoffs received during the applicable Payoff Period from the Mortgage Loans in such Subgroup.
Uncollected Interest: With respect to any Distribution Date (a) for any WMB Loan on which a Payoff was made by a Mortgagor during the related Payoff Period, except for Payoffs received during the period from the first through the 14th day of the month of such Distribution Date, an amount equal to one month’s interest at the applicable PassThrough Rate on such WMB Loan less the amount of interest actually paid by the Mortgagor with respect to such Payoff and (b) for any Countrywide Loan on which a Payoff was made by a Mortgagor during the related Payoff Period, an amount equal to one month’s interest at the applicable PassThrough Rate on such Countrywide Loan less the amount of interest actually paid by the Mortgagor with respect to such Payoff.
Uncompensated Interest Shortfall: With respect to a Loan Group, for any Distribution Date, the excess, if any, of (a) the sum of (i) the aggregate Relief Act Shortfall for such Distribution Date with respect to the Mortgage Loans in such Loan Group, (ii) aggregate Curtailment Shortfall for such Distribution Date with respect to the Mortgage Loans in such Loan Group and (iii) the aggregate Uncollected Interest for such Distribution Date with respect to the Mortgage Loans in such Loan Group over (b) the sum of (i) WMB Compensating Interest for such Distribution Date for such Loan Group and (ii) Countrywide Compensating Interest for such Distribution Date for such Loan Group.
Uncompensated Interest Shortfall for Loan Group 1 and Loan Group 2 shall be allocated to the REMIC IV Regular Interests as follows:
(a) Uncompensated Interest Shortfall for Loan Group 1 shall be allocated to the Class 1AL Regular Interest, the Class CA Group 1, Class CX1 Subgroup 1A IO and Class CX2PPP Subgroup 1B IO Components and the portions of the Group LBL Regular Interests that derive their Interest Distribution Amounts from the Group 1 Loans, pro rata according to the amount of interest accrued but unpaid on each such Class or Component or portion thereof during the immediately preceding accrual period, in reduction thereof.
(b) Uncompensated Interest Shortfall for Loan Group 2 shall be allocated to the Class 2AL Regular Interest, the Class CA Group 2, Class CX1 Subgroup 2A IO and Class CX2PPP Subgroup 2B IO Components and the portions of the Group LBL Regular Interests that derive their Interest Distribution Amounts from the Group 2 Loans, pro rata according to the amount of interest accrued but unpaid on each such Class or Component or portion thereof during the immediately preceding accrual period, in reduction thereof.
Uncompensated Interest Shortfall for Loan Group 3, Loan Group 4 and Loan Group 5 shall be allocated to the REMIC IV Regular Interests as follows:
(a) Uncompensated Interest Shortfall for Loan Group 3 shall be allocated to the Class 3AL Regular Interest, the Class DA Group 3 and Class EXPPP Loan Group 3 IO Components and the portions of the Group MBL Regular Interests that derive their Interest Distribution Amounts from the Group 3 Loans, pro rata according to the amount of interest accrued but unpaid on each such Class or Component or portion thereof during the immediately preceding accrual period, in reduction thereof.
(b) Uncompensated Interest Shortfall for Loan Group 4 shall be allocated to the Class FX Certificates, the Class 4A1L, Class 4A2L and Class 4ABL Regular Interest and the Class DA Group 4 and Class EXPPP Loan Group 4 IO Components and the portions of the Group MBL Regular Interests that derive their Interest Distribution Amounts from the Group 4 Loans, pro rata according to the amount of interest accrued but unpaid on each such Class or Component or portion thereof during the immediately preceding accrual period, in reduction thereof.
(c) Uncompensated Interest Shortfall for Loan Group 5 shall be allocated to the Class FX Certificates, the Class 5AL and Class 5XPPPL Regular Interests and the Class DA Group 5 Components and the portions of the Group MBL Regular Interests that derive their Interest Distribution Amounts from the Group 5 Loans, pro rata according to the amount of interest accrued but unpaid on each such Class or Component or portion thereof during the immediately preceding accrual period, in reduction thereof.
Uncompensated Interest Shortfall for Loan Group 1 and Loan Group 2 shall be allocated to the REMIC I Regular Interests as follows:
(a) Uncompensated Interest Shortfall for Loan Group 1 shall be allocated to the Class IY1 and Class IZ1 Regular Interests, pro rata according to the amount of interest accrued but unpaid on each such Class during the immediately preceding accrual period, in reduction thereof.
(b) Uncompensated Interest Shortfall for Loan Group 2 shall be allocated to the Class IY2 and Class IZ2 Regular Interests, pro rata according to the amount of interest accrued but unpaid on each such Class during the immediately preceding accrual period, in reduction thereof.
Uncompensated Interest Shortfall for Loan Group 3, Loan Group 4 and Loan Group 5 shall be allocated to the REMIC II Regular Interests as follows:
(a) Uncompensated Interest Shortfall for Loan Group 3 shall be allocated to the Class IIY1 and Class IIZ1 Regular Interests, pro rata according to the amount of interest accrued but unpaid on each such Class during the immediately preceding accrual period, in reduction thereof.
(b) Uncompensated Interest Shortfall for Loan Group 4 shall be allocated to the Class IIY2 and Class IIZ2 Regular Interests, pro rata according to the amount of interest accrued but unpaid on each such Class during the immediately preceding accrual period, in reduction thereof.
(c) Uncompensated Interest Shortfall for Loan Group 5 shall be allocated to the Class IIY3 and Class IIZ3 Regular Interests, pro rata according to the amount of interest accrued but unpaid on each such Class during the immediately preceding accrual period, in reduction thereof.
Uncompensated Interest Shortfall for Loan Group 1 and Loan Group 2 shall be allocated to the Class IIILTY1, Class IIILTY2, Class IIILT1, Class IIILT2, Class IIILT4, Class IIILT6 and Class IIILT8 Regular Interests, pro rata according to the amount of interest accrued but unpaid on each such Class during the immediately preceding accrual period, in reduction thereof.
Uncompensated Interest Shortfall for Loan Group 3, Loan Group 4 and Loan Group 5 shall be allocated to the Class IIILTY3, Class IIILTY4, Class IIILTY5, Class IIILT9, Class IIILT10, Class IIILT11, Class IIILT12, Class IIILT14, Class IIILT15, Class IIILT16, Class IIILT18, Class IIILT19 and Class IIILT20 Regular Interests, pro rata according to the amount of interest accrued but unpaid on each such Class during the immediately preceding accrual period, in reduction thereof.
Undercollateralized Group: For any Distribution Date, Loan Group 1, if immediately prior to such Distribution Date the sum of the aggregate Class Principal Balance of the Class 1A and Residual Certificates and the aggregate Component Principal Balance of the Class CA Group 1, Class CX1 Subgroup 1A PO and Class CX2PPP Subgroup 1B PO Components is greater than the aggregate Principal Balance of the Group 1 Loans; for any Distribution Date, Loan Group 2, if immediately prior to such Distribution Date the sum of the Class 2A Principal Balance and the aggregate Component Principal Balance of the Class CA Group 2, Class CX1 Subgroup 2A PO and Class CX2PPP Subgroup 2B PO Components is greater than the aggregate Principal Balance of the Group 2 Loans; for any Distribution Date, Loan Group 3, if immediately prior to such Distribution Date the sum of the Class 3A Principal Balance and the aggregate Component Principal Balance of the Class DA Group 3 and Class EXPPP Loan Group 3 PO Components is greater than the aggregate Principal Balance of the Group 3 Loans; for any Distribution Date, Loan Group 4, if immediately prior to such Distribution Date the sum of the Class 4A1, Class 4A2 and Class 4AB Principal Balances and the aggregate Component Principal Balance of the Class DA Group 4 and Class EXPPP Loan Group 4 PO Components is greater than the aggregate Principal Balance of the Group 4 Loans; for any Distribution Date, Loan Group 5, if immediately prior to such Distribution Date the sum of the Class 5A and Class 5XPPP Principal Balances and the aggregate Component Principal Balance of the Class DA Group 5 Components is greater than the aggregate Principal Balance of the Group 5 Loans.
Underwriter: WaMu Capital Corp.
Uninsured Cause: Any cause of damage to a Mortgaged Property, the cost of the complete restoration of which is not fully reimbursable under the hazard insurance policies required to be maintained pursuant to Section 3.07.
U.S. Person: A citizen or resident of the United States, a corporation, partnership or other entity created or organized in or under the laws of the United States, any state thereof or the District of Columbia, or an estate or trust that is subject to U.S. federal income tax regardless of the source of its income.
VA: The Department of Veterans Affairs, formerly known as the Veterans Administration, or any successor thereto.
Withdrawal Date: Any day during the period commencing on the 18th day of the month of the related Distribution Date (or if such day is not a Business Day, the immediately preceding Business Day) and ending on the last Business Day prior to the 21st day of the month of such Distribution Date. The “related Due Date” for any Withdrawal Date is the Due Date immediately preceding the related Distribution Date.
WMB Compensating Interest: For any Distribution Date, with respect to each Loan Group and the WMB Loans contained therein, the least of (i) the sum of (a) 1/12 of 0.050% of the aggregate Principal Balance of such WMB Loans immediately before such Distribution Date, (b) the aggregate Payoff Earnings with respect to such WMB Loans for such Distribution Date and (c) the aggregate Payoff Interest with respect to such WMB Loans for such Distribution Date, (ii) the aggregate Uncollected Interest with respect to such WMB Loans for such Distribution Date and (iii) 1/12 of 0.125% of the aggregate Principal Balance of such WMB Loans immediately before such Distribution Date.
WMB Loans: The Mortgage Loans identified on the Mortgage Loan Schedule as being serviced by Washington Mutual Bank.
WMB Servicing Fee: For each WMB Loan, the fee payable to the Servicer for servicing and advancing certain amounts with respect to such WMB Loan, equal to 1/12 of the product of (i) the Servicing Fee Rate for such WMB Loan and (ii) the outstanding Principal Balance of such WMB Loan. In addition, the Servicer will be paid, as additional servicing compensation, any prepayment penalty received on a WMB Loan that is not a Prepayment Premium, and any late charges, nonsufficient funds fees and other fees and charges collected on the WMB Loans.
ARTICLE II
Creation of the Trust; Conveyance of the Mortgage Pool Assets, REMIC I Regular Interests, REMIC II Regular Interests, REMIC III Regular Interests and REMIC IV Regular Interests; REMIC Election and Designations;
Original Issuance of Certificates
Section 2.01. Creation of the Trust. The Trust was created pursuant to the Original Trust Agreement and is hereby continued. As set forth in the Original Trust Agreement, the Trust shall be known as “Washington Mutual Mortgage PassThrough Certificates WMALT Series 2007OA3 Trust”. The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities, all as provided by and subject to the terms of this Agreement:
(i) to acquire, hold, lease, manage, administer, control, invest, reinvest, operate and/or transfer the Mortgage Pool Assets, the REMIC III Assets, the REMIC IV Assets and the REMIC IV Regular Interests (other than the Class FX Certificates);
(ii) to issue the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests, the REMIC IV Regular Interests, the Class R1, Class R2, Class R3 and Class R4 Residual Interests and the Certificates;
(iii) to make distributions to the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests, the REMIC IV Regular Interests and the Certificates; and
(iv) to engage in such other activities, including entering into agreements, as are described in or required by the terms of this Agreement or as are necessary, suitable or convenient to accomplish the foregoing or incidental thereto.
LaSalle Bank National Association is hereby appointed as the trustee of the Trust, to have all the rights, duties and obligations of the Trustee with respect to the Trust expressly set forth hereunder, and LaSalle Bank National Association hereby accepts such appointment and the trust created hereby. Christiana Bank & Trust Company is hereby appointed as the Delaware trustee of the Trust, to have all the rights, duties and obligations of the Delaware Trustee with respect to the Trust hereunder, and Christiana Bank & Trust Company hereby accepts such appointment and the trust created hereby. It is the intention of the Company, the Servicer, the Trustee and the Delaware Trustee that the Trust constitute a statutory trust under the Statutory Trust Statute, that this Agreement constitute the governing instrument of the Trust, and that this Agreement amend and restate the Original Trust Agreement. The parties hereto acknowledge and agree that, prior to the execution and delivery hereof, the Delaware Trustee has filed the Certificate of Trust.
The assets of the Trust shall remain in the custody of the Trustee or the Custodian, on behalf of the Trust, and shall be owned by the Trust. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held by the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of either of the institution acting as Trustee or the institution acting as Delaware Trustee in its own right, or any Person claiming through either. Neither the Trustee nor the Delaware Trustee shall have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Delaware Trustee, of the Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement.
On the Closing Date, the Company shall deposit in the Certificate Account (i) the amount of $4,168.25 (the “Initial Group 2 Servicing Fee Shortfall Deposit”), $21,276.97 (the “Initial Group 3 Servicing Fee Shortfall Deposit”), $105,000.87 (the “Initial Group 4 Servicing Fee Shortfall Deposit”) and $35,328.61 (the “Initial Group 5 Servicing Fee Shortfall Deposit”), representing the sum, with respect to each Mortgage Loan in Loan Group 2, Loan Group 3, Loan Group 4 and Loan Group 5, respectively, of the excess, if any, of the first month’s Servicing Fee for such Mortgage Loan over the first month’s interest accrued on such Mortgage Loan, and (ii) the amount of $2,760,313.21 (the “Initial Interest Shortfall Deposit”), representing the excess of the aggregate Carryover Shortfall Amounts for the Certificates over the aggregate Carryover Shortfall Payments for the Certificates for the first Distribution Date.
Section 2.02. Restrictions on Activities of the Trust. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Trust, so long as any Certificates are outstanding, the Trust shall not, and none of the Trustee, the Delaware Trustee, the Company or the Servicer shall knowingly cause the Trust to, do any of the following:
(i) engage in any business or activity other than those set forth in Section 2.01;
(ii) incur or assume any indebtedness except for such indebtedness that may be incurred by the Trust in connection with the execution or performance of this Agreement or any other agreement contemplated hereby;
(iii) guarantee or otherwise assume liability for the debts of any other party;
(iv) do any act in contravention of this Agreement or any other agreement contemplated hereby to which the Trust is a party;
(v) do any act which would make it impossible to carry on the ordinary business of the Trust;
(vi) confess a judgment against the Trust;
(vii) possess or assign the assets of the Trust for other than a Trust purpose;
(viii) cause the Trust to lend any funds to any entity, except as contemplated by this Agreement; or
(ix) change the purposes and powers of the Trust from those set forth in this Agreement.
Section 2.03. Separateness Requirements. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Trust, so long as any Certificates are outstanding, the Trust shall perform the following:
(i) except as expressly permitted by this Agreement or the Custodial Agreement, maintain its books, records, bank accounts and files separate from those of any other Person;
(ii) except as expressly permitted by this Agreement, maintain its assets in its own separate name and in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assets;
(iii) consider the interests of the Trust's creditors in connection with its actions;
(iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other Person and correct any known misunderstanding regarding its separate identity and refrain from engaging in any activity that compromises the separate legal identity of the Trust;
(v) prepare and maintain separate records, accounts and financial statements in accordance with generally accepted accounting principles, consistently applied, and susceptible to audit. To the extent it is included in consolidated financial statements or consolidated tax returns, such financial statements and tax returns will reflect the separateness of