EXHBIT 4.1
GREENPOINT MORTGAGE SECURITIES LLC,
Depositor,
GREENPOINT MORTGAGE FUNDING, INC.,
Servicer,
and
[ ]
Trustee
FORM OF POOLING AND SERVICING AGREEMENT
Dated as of [________] 1, 20[_]
Mortgage Asset-Backed Pass-Through Certificates
Series 20[__]-[_]
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS................................................................................6
Section 1.01.
Definitions.......................................................................6
Section 1.02.
Determination of One-Month
LIBOR.................................................59
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES...........................61
Section 2.01.
Conveyance of Mortgage
Loans.....................................................61
Section 2.02.
Acceptance by
Trustee............................................................64
Section 2.03.
Representations, Warranties and Covenants of the Servicer and the
Depositor........................................................................65
Section 2.04.
Representations and Warranties of
GMFI...........................................68
Section 2.05.
Execution and Authentication of Certificates; Conveyance of
Uncertificated REMIC Regular
Interests...........................................70
Section 2.06.
Purposes and Powers of the
Trust.................................................70
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS............................................72
Section 3.01.
Servicer to Act as
Servicer......................................................72
Section 3.02.
Subservicing Agreements Between Servicer and Subservicers;
Enforcement of
Subservicers' Obligations; Special
Servicing.....................................73
Section 3.03.
Successor
Subservicers...........................................................74
Section 3.04.
Liability of the
Servicer........................................................75
Section 3.05.
No Contractual Relationship Between Subservicer and Trustee or
Certificateholders...............................................................75
Section 3.06.
Assumption or Termination of Subservicing Agreements by
Trustee..................75
Section 3.07.
Collection of Certain Mortgage Loan Payments; Deposits to Custodial
Account..........................................................................76
Section 3.08.
Subservicing Accounts; Servicing
Accounts........................................78
Section 3.09.
Access to Certain Documentation and Information Regarding the
Mortgage
Loans............................................................................80
Section 3.10.
Permitted Withdrawals from the Custodial
Account.................................80
Section 3.11.
Maintenance of Primary Insurance
Coverage........................................82
Section 3.12.
Maintenance of Fire Insurance and Omissions and Fidelity
Coverage................82
Section 3.13.
Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain
Assignments..................................................84
Section 3.14.
Realization Upon Defaulted Mortgage
Loans........................................86
Section 3.15.
Trustee to Cooperate; Release of Mortgage
Files..................................88
Section 3.16.
Servicing and Other Compensation; Compensating
Interest..........................90
Section 3.17.
Reports to the Trustee and the
Depositor.........................................91
Section 3.18.
Annual Statement as to
Compliance................................................91
Section 3.19.
Annual Independent Public Accountants' Servicing
Report..........................91
Section 3.20.
Right of the Depositor in Respect of the
Servicer................................92
Section 3.21.
Advance
Facility.................................................................92
ARTICLE IV
PAYMENTS TO
CERTIFICATEHOLDERS............................................................97
Section 4.01.
Certificate
Account..............................................................97
Section 4.02.
Distributions....................................................................97
Section 4.03.
Statements to Certificateholders; Statements to Rating Agencies;
Exchange
Act
Reporting...................................................................101
Section 4.04.
Distribution of Reports to the Trustee and the Depositor; Advances
by the
Servicer........................................................................105
Section 4.05.
Allocation of Realized
Losses...................................................107
Section 4.06.
Reports of Foreclosures and Abandonment of Mortgaged
Property...................108
Section 4.07.
Optional Purchase of Defaulted Mortgage
Loans...................................109
Section 4.08.
Swap
Agreement..................................................................109
ARTICLE V
THE
CERTIFICATES.........................................................................112
Section 5.01.
The
Certificates................................................................112
Section 5.02.
Registration of Transfer and Exchange of
Certificates...........................114
Section 5.03.
Mutilated, Destroyed, Lost or Stolen
Certificates...............................119
Section 5.04.
Persons Deemed
Owners...........................................................120
Section 5.05.
Appointment of Paying
Agent.....................................................120
ARTICLE VI
THE DEPOSITOR AND THE
SERVICER...........................................................121
Section 6.01.
Respective Liabilities of the Depositor and the
Servicer........................121
Section 6.02.
Merger or Consolidation of the Depositor or the Servicer;
Assignment of
Rights and Delegation of Duties by
Servicer.....................................121
Section 6.03.
Limitation on Liability of the Depositor, the Servicer and
Others...............122
Section 6.04.
Depositor and Servicer Not to
Resign............................................123
ARTICLE VII
DEFAULT..................................................................................124
Section 7.01.
Events of
Default...............................................................124
Section 7.02.
Trustee or Depositor to Act; Appointment of
Successor...........................125
Section 7.03.
Notification to
Certificateholders..............................................127
Section 7.04.
Waiver of Events of
Default.....................................................127
ARTICLE VIII
CONCERNING THE
TRUSTEE...................................................................128
Section 8.01.
Duties of
Trustee...............................................................128
Section 8.02.
Certain Matters Affecting the
Trustee...........................................129
Section 8.03.
Trustee Not Liable for Certificates or Mortgage
Loans...........................131
Section 8.04.
Trustee May Own
Certificates....................................................131
Section 8.05.
Servicer to Pay Trustee's Fees and Expenses;
Indemnification....................131
Section 8.06.
Eligibility Requirements for
Trustee............................................132
Section 8.07.
Resignation and Removal of the
Trustee..........................................132
Section 8.08.
Successor
Trustee...............................................................133
Section 8.09.
Merger or Consolidation of
Trustee..............................................134
Section 8.10.
Appointment of Co-Trustee or Separate
Trustee...................................134
Section 8.11.
Appointment of
Custodians.......................................................135
Section 8.12.
Appointment of Office or
Agency.................................................135
Section 8.13.
DTC Letter of
Representations...................................................136
Section 8.14.
[Swap
Agreement.]...............................................................136
ARTICLE IX
TERMINATION..............................................................................137
Section 9.01.
Termination Upon Purchase or Liquidation of All Mortgage
Loans..................137
Section 9.02.
Additional Termination
Requirements.............................................142
ARTICLE X
REMIC
PROVISIONS.........................................................................143
Section 10.01.
REMIC
Administration............................................................143
Section 10.02.
Servicer, REMIC Administrator and Trustee
Indemnification.......................146
ARTICLE XI
MISCELLANEOUS
PROVISIONS.................................................................148
Section 11.01.
Amendment.......................................................................148
Section 11.02.
Recordation of Agreement;
Counterparts..........................................150
Section 11.03.
Limitation on Rights of
Certificateholders......................................151
Section 11.04.
Governing
Law...................................................................151
Section 11.05.
Notices.........................................................................152
Section 11.06.
Notices to Rating
Agencies......................................................152
Section 11.07.
Severability of
Provisions......................................................153
Section 11.08.
Supplemental Provisions for
Resecuritization....................................153
Section 11.09.
Intended Third Party
Beneficiary................................................154
ARTICLE XII
COMPLIANCE WITH REGULATION
AB............................................................155
Section 12.01.
Intent of the Parties;
Reasonableness...........................................155
Section 12.02.
Additional Representations and Warranties of the
Trustee........................155
Section 12.03.
Information to Be Provided by the
Trustee.......................................156
Section 12.04.
Report on Assessment of Compliance and
Attestation..............................156
Section 12.05.
Indemnification;
Remedies.......................................................156
EXHIBITS
Exhibit A
Form of Class A Certificate
Exhibit B-1
Form of Class M Certificate
Exhibit B-2
Form of Class B Certificate
Exhibit C
Form of Class SB Certificate
Exhibit D
Form of Class R Certificate
Exhibit E
Form of Custodial Agreement
Exhibit F
Mortgage Loan Schedule
Exhibit G
Form of Request for Release
Exhibit H-1
Form of Transfer Affidavit and Agreement
Exhibit H-2
Form of Transferor Certificate
Exhibit I
Form of Investor Representation Letter
Exhibit J
Form of Transferor Representation Letter
Exhibit K
Form of Form 10-K Certification
Exhibit L
Form of Back-Up Certification to Form 10-K Certification
Exhibit M
Form of Lender Certification for Assignment of Mortgage Loan
Exhibit N
Form of Rule 144A Investment Representation
Exhibit O
Form of ERISA Representation Letter for Class SB Certificates
Exhibit P
Form of ERISA Representation Letter for Class M Certificates
Exhibit Q
Information to be Provided by the Servicer to the Rating Agencies
Relating to Reportable
Modified Mortgage Loans
Exhibit R
Schedule of Swap Agreement Notional Balances
Exhibit S
Swap Agreement
Exhibit T
Servicing Criteria to be Addressed in Assessment of Compliance
This Pooling and
Servicing
Agreement,
effective as of [________] 1, 20[_],
among
GREENPOINT
MORTGAGE
SECURITIES
LLC,
as the
depositor
(together
with
its
permitted
successors
and
assigns,
the
“Depositor”),
GREENPOINT
MORTGAGE
FUNDING,
INC.,
as
Servicer
(together
with its
permitted
successors
and
assigns,
the
“Servicer”),
and [_____________],
a banking association organized under the laws of the United
States, as trustee
(together with its permitted successors and assigns, the
“Trustee”).
PRELIMINARY STATEMENT:
The
Depositor
intends
to
sell
mortgage
asset-backed
pass-through
certificates
(collectively,
the
“Certificates”),
to be issued
hereunder in seventeen
classes,
which in the
aggregate
will evidence the entire
beneficial ownership interest in the Mortgage Loans (as defined
herein) and certain other related assets.
REMIC I
As provided herein,
the REMIC
Administrator will make an election to treat the segregated pool of
assets
consisting
of the Mortgage
Loans and certain
other
related
assets
(exclusive of the Swap Account and the Swap
Agreement)
subject to this Agreement as a real estate mortgage
investment
conduit (a “REMIC”) for federal income
tax purposes,
and such
segregated
pool of assets will be designated as “REMIC I.” The
Class [R-I]
Certificates
will represent the sole Class of
“residual
interests” in REMIC I for purposes of the REMIC Provisions
(as defined
herein) under federal
income tax law. The
following
table
irrevocably
sets forth the
designation,
remittance
rate (the
“Uncertificated
REMIC I
Pass-Through Rate”) and initial
Uncertificated
Principal Balance for each of
the “regular
interests”
in REMIC I
(the
“REMIC I
Regular
Interests”).
The “latest
possible
maturity
date”
(determined solely for purposes of satisfying
Treasury
regulation
Section 1.860G-1(a)(4)(iii))
for each REMIC I
Regular Interest shall be the Maturity Date.
None of the REMIC I Regular Interests will be certificated.
Uncertificated REMIC I
Initial Uncertificated REMIC I
Latest Possible
Designation
Pass-Through Rate
Principal Balance
Maturity Date
[I-1-A]
[____](1)
[_______]
[________] 20[_]
[I-1-B]
[____](1)
[_______]
[________] 20[_]
[I-2-A]
[____](1)
[_______]
[________] 20[_]
[I-2-B]
[____](1)
[_______]
[________] 20[_]
[I-3-A]
[____](1)
[_______]
[________] 20[_]
[I-3-B]
[____](1)
[_______]
[________] 20[_]
[I-4-A]
[____](1)
[_______]
[________] 20[_]
[I-4-B]
[____](1)
[_______]
[________] 20[_]
[I-5-A]
[____](1)
[_______]
[________] 20[_]
[I-5-B]
[____](1)
[_______]
[________] 20[_]
[I-6-A]
[____](1)
[_______]
[________] 20[_]
[I-6-B]
[____](1)
[_______]
[________] 20[_]
[I-7-A]
[____](1)
[_______]
[________] 20[_]
[I-7-B]
[____](1)
[_______]
[________] 20[_]
[I-8-A]
[____](1)
[_______]
[________] 20[_]
[I-8-B]
[____](1)
[_______]
[________] 20[_]
[I-9-A]
[____](1)
[_______]
[________] 20[_]
[I-9-B]
[____](1)
[_______]
[________] 20[_]
[I-10-A]
[____](1)
[_______]
[________] 20[_]
[I-10-B]
[____](1)
[_______]
[________] 20[_]
[I-11-A]
[____](1)
[_______]
[________] 20[_]
[I-11-B]
[____](1)
[_______]
[________] 20[_]
[I-12-A]
[____](1)
[_______]
[________] 20[_]
[I-12-B]
[____](1)
[_______]
[________] 20[_]
[I-13-A]
[____](1)
[_______]
[________] 20[_]
[I-13-B]
[____](1)
[_______]
[________] 20[_]
[I-14-A]
[____](1)
[_______]
[________] 20[_]
[I-14-B]
[____](1)
[_______]
[________] 20[_]
[I-15-A]
[____](1)
[_______]
[________] 20[_]
[I-15-B]
[____](1)
[_______]
[________] 20[_]
[I-16-A]
[____](1)
[_______]
[________] 20[_]
[I-16-B]
[____](1)
[_______]
[________] 20[_]
[I-17-A]
[____](1)
[_______]
[________] 20[_]
[I-17-B]
[____](1)
[_______]
[________] 20[_]
[I-18-A]
[____](1)
[_______]
[________] 20[_]
[I-18-B]
[____](1)
[_______]
[________] 20[_]
[I-19-A]
[____](1)
[_______]
[________] 20[_]
[I-19-B]
[____](1)
[_______]
[________] 20[_]
[I-20-A]
[____](1)
[_______]
[________] 20[_]
[I-20-B]
[____](1)
[_______]
[________] 20[_]
[I-21-A]
[____](1)
[_______]
[________] 20[_]
[I-21-B]
[____](1)
[_______]
[________] 20[_]
[I-22-A]
[____](1)
[_______]
[________] 20[_]
[I-22-B]
[____](1)
[_______]
[________] 20[_]
[I-23-A]
[____](1)
[_______]
[________] 20[_]
[I-23-B]
[____](1)
[_______]
[________] 20[_]
[I-24-A]
[____](1)
[_______]
[________] 20[_]
[I-24-B]
[____](1)
[_______]
[________] 20[_]
[I-25-A]
[____](1)
[_______]
[________] 20[_]
[I-25-B]
[____](1)
[_______]
[________] 20[_]
[I-26-A]
[____](1)
[_______]
[________] 20[_]
[I-26-B]
[____](1)
[_______]
[________] 20[_]
[I-27-A]
[____](1)
[_______]
[________] 20[_]
[I-27-B]
[____](1)
[_______]
[________] 20[_]
[I-28-A]
[____](1)
[_______]
[________] 20[_]
[I-28-B]
[____](1)
[_______]
[________] 20[_]
[I-29-A]
[____](1)
[_______]
[________] 20[_]
[I-29-B]
[____](1)
[_______]
[________] 20[_]
[I-30-A]
[____](1)
[_______]
[________] 20[_]
[I-30-B]
[____](1)
[_______]
[________] 20[_]
[I-31-A]
[____](1)
[_______]
[________] 20[_]
[I-31-B]
[____](1)
[_______]
[________] 20[_]
[I-32-A]
[____](1)
[_______]
[________] 20[_]
[I-32-B]
[____](1)
[_______]
[________] 20[_]
[I-33-A]
[____](1)
[_______]
[________] 20[_]
[I-33-B]
[____](1)
[_______]
[________] 20[_]
[I-34-A]
[____](1)
[_______]
[________] 20[_]
[I-34-B]
[____](1)
[_______]
[________] 20[_]
[I-35-A]
[____](1)
[_______]
[________] 20[_]
[I-35-B]
[____](1)
[_______]
[________] 20[_]
[I-36-A]
[____](1)
[_______]
[________] 20[_]
[I-36-B]
[____](1)
[_______]
[________] 20[_]
[I-37-A]
[____](1)
[_______]
[________] 20[_]
[I-37-B]
[____](1)
[_______]
[________] 20[_]
[I-38-A]
[____](1)
[_______]
[________] 20[_]
[I-38-B]
[____](1)
[_______]
[________] 20[_]
[I-39-A]
[____](1)
[_______]
[________] 20[_]
[I-39-B]
[____](1)
[_______]
[________] 20[_]
[I-40-A]
[____](1)
[_______]
[________] 20[_]
[I-40-B]
[____](1)
[_______]
[________] 20[_]
[I-41-A]
[____](1)
[_______]
[________] 20[_]
[I-41-B]
[____](1)
[_______]
[________] 20[_]
[I-42-A]
[____](1)
[_______]
[________] 20[_]
[I-42-B]
[____](1)
[_______]
[________] 20[_]
[I-43-A]
[____](1)
[_______]
[________] 20[_]
[I-43-B]
[____](1)
[_______]
[________] 20[_]
[I-44-A]
[____](1)
[_______]
[________] 20[_]
[I-44-B]
[____](1)
[_______]
[________] 20[_]
[I-45-A]
[____](1)
[_______]
[________] 20[_]
[I-45-B]
[____](1)
[_______]
[________] 20[_]
[I-46-A]
[____](1)
[_______]
[________] 20[_]
[I-46-B]
[____](1)
[_______]
[________] 20[_]
[I-47-A]
[____](1)
[_______]
[________] 20[_]
[I-47-B]
[____](1)
[_______]
[________] 20[_]
[I-48-A]
[____](1)
[_______]
[________] 20[_]
[I-48-B]
[____](1)
[_______]
[________] 20[_]
[I-49-A]
[____](1)
[_______]
[________] 20[_]
[I-49-B]
[____](1)
[_______]
[________] 20[_]
[A-I]
[____](1)
[_______]
[________] 20[_]
_______________
(1)
Calculated as provided in the definition of Uncertificated REMIC I
Pass-Through Rate.
REMIC II
As provided herein,
the REMIC
Administrator will make an election to treat the segregated pool of
assets
consisting of the REMIC I Regular
Interests
subject to this Agreement as a REMIC for federal income tax
purposes,
and such segregated pool of assets will be designated as
“REMIC II.” The Class [R-II]
Certificates
will represent
the sole Class of
“residual
interests” in REMIC II for purposes of the REMIC Provisions
(as defined herein) under
federal
income
tax law.
The
following
table
irrevocably
sets
forth the
designation,
remittance
rate (the
“Uncertificated
REMIC II Pass-Through Rate”) and initial Uncertificated
Principal Balance for each of the “regular
interests”
in REMIC II (the
“REMIC II
Regular
Interests”).
The “latest
possible
maturity
date”
(determined
solely for purposes of
satisfying
Treasury
regulation
Section 1.860G-1(a)(4)(iii))
for each
REMIC II
Regular
Interest shall be the Maturity Date.
None of the REMIC II Regular Interests will be certificated.
Uncertificated REMIC II
Initial Uncertificated REMIC II
Latest Possible
Designation
Pass-Through Rate
Principal Balance
Maturity Date
[LT1]
[____](1
[_______]
November 2035
[LT2]
[____](1
[_______]
November 2035
[LT3]
[____](1
[_______]
November 2035
[LT4]
[____](1
[_______]
November 2035
[LT-IO]
[____](1
(2)
November 2035
_______________
(1)
Calculated as provided in the definition of Uncertificated REMIC II
Pass-Through Rate.
(2)
REMIC II Regular
Interest LT-IO will not have an
Uncertificated
Principal
Balance but will accrue interest
on its
uncertificated
notional
amount
calculated in
accordance
with the
definition
of
“Uncertificated
Notional Amount” herein.
REMIC III
As provided herein,
the REMIC
Administrator will elect to treat the segregated pool of assets
consisting
of the REMIC II
Regular
Interests as a REMIC for federal income tax purposes,
and such segregated pool of assets
will be
designated
as
REMIC III.
The
Class R-III
Certificates
will
represent
the sole
Class of
“residual
interests” in REMIC III for purposes of the REMIC
Provisions
under
federal
income tax law. The following
table
irrevocably sets forth the
designation,
Pass-Through
Rate,
aggregate
Initial
Certificate
Principal
Balance,
certain features,
month of Final Scheduled
Distribution
Date and initial ratings for each Class of
Certificates
comprising
the interests
representing
“regular
interests” in REMIC III.
The “latest
possible
maturity
date”
(determined solely for purposes of satisfying
Treasury Regulation
Section 1.860G-1(a)(4)(iii))
for each Class of
REMIC III Regular Certificates shall be the Maturity Date.
Month of
Aggregate
Final
Initial
Scheduled
Pass-Through
Certificate
Distribution
Designation
Type
Rate
Principal Balance
Features
Date
Initial Ratings
[S&P]
[Moody's]
Class [__]
Regular(1)
Adjustable
$[_______]
[Senior/Adjustable Rate]
[___] 20[_]
[AAA]
[Aaa]
Class [__]
Regular(1)
Adjustable
$[_______]
[Senior/Adjustable Rate]
[___] 20[_]
[AAA]
[Aaa]
Class [__]
Regular(1)
Adjustable
$[_______]
[Senior/Adjustable Rate]
[___] 20[_]
[AAA]
[Aaa]
Class [__]
Regular(1)
Adjustable(2)(3)
$[_______]
[Mezzanine/Adjustable
[___] 20[_]
[AA+]
[Aa1]
Rate]
Class [__]
Regular(1)
Adjustable(2)(3)
$[_______]
[Mezzanine/Adjustable
[___] 20[_]
[AA]
[Aa2]
Rate]
Class [__]
Regular(1)
Adjustable(2)(3)
$[_______]
[Mezzanine/Adjustable
[___] 20[_]
[AA-]
[Aa3]
Rate]
Class [__]
Regular(1)
Adjustable(2)(3)
$[_______]
[Mezzanine/Adjustable
[___] 20[_]
[A+]
[A2]
Rate]
Class [__]
Regular(1)
Adjustable(2)(3)
$[_______]
[Mezzanine/Adjustable
[___] 20[_]
[A]
[A3]
Rate]
Class [__]
Regular(1)
Adjustable(2)(3)
$[_______]
[Mezzanine/Adjustable
[___] 20[_]
[A-]
[Baa1]
Rate]
Class [__]
Regular(1)
Adjustable(2)(3)
$[_______]
[Mezzanine/Adjustable
[___] 20[_]
[BBB+]
[Baa2]
Rate]
Class [__]
Regular(1)
Adjustable(2)(3)
$[_______]
[Mezzanine/Adjustable
[___] 20[_]
[BBB]
[Baa3]
Rate]
Class [__]
Regular(1)
Adjustable(2)(3)
$[_______]
[Subordinate/Adjustable
[___] 20[_]
[BBB-]
[Ba1]
Rate]
Class [__]
Regular (4)
(4)
$[_______]
[Subordinate Rate]
[N/A]
[N/A]
[N/A]
Class [__]
Regular(5)
(6)
(7)
[Residual]
[N/A]
[N/A]
[N/A]
_______________
_______________
(1)
The [Class A, Class M and Class B]
Certificates
will
represent
ownership of a REMIC III
Regular
Interest
[together with (i) certain
rights to payments to be made from amounts received under the Swap
Agreement which
will be deemed
made for
federal
income tax
purposes
outside of
REMIC III
by the holder of the
Class SB
Certificates
as the owner of the Swap
Agreement
and (ii) the
obligation
to pay the Class IO
Distribution
Amount.
Any
amount
distributed
on this Class of
Certificates
on any
Distribution
Date in excess of the
amount
distributable
on the related REMIC III Regular
Interest on such
Distribution
Date shall be treated
for federal
income tax
purposes as having been paid from the Swap
Account and any amount
distributable
on
such REMIC III
Regular
Interest
on such
Distribution
Date in excess of the amount
distributable
on such
Class of
Certificates
on such
Distribution
Date shall be treated as having been paid to the Swap
Account,
all pursuant to and as further provided in Section 4.08 hereof].
(2)
[The
REMIC III
Regular
Interests
ownership of which is
represented
by the
Class A,
Class M and Class B
Certificates,
will
accrue
interest
at a per annum
rate equal to LIBOR plus the
applicable
Margin,
each
subject to a payment cap as described in the
definition of
“Pass-Through
Rate” and the
provisions
for the
payment of Basis Risk Shortfalls
herein,
which payments will not be part of the entitlement of the REMIC III
Regular Interests related to such Certificates].
(3)
The [Class A,
Class M and Class B]
Certificates will also entitle their holders to certain payments
from the
Holder of the Class SB
Certificates
from amounts to which the related REMIC III Regular Interest is
entitled
and from
amounts
received
under the Swap
Agreement,
which
will not be a part of their
ownership
of the
REMIC III Regular Interests].
(4)
The
Class SB
Certificates
will accrue
interest
as
described
in the
definition
of Accrued
Certificate
Interest.
The Class SB
Certificates will not accrue interest on their
Certificate
Principal
Balance.
The
Class SB
Certificates
will be
comprised
of two
REMIC III
Regular
Interests,
a principal
only
regular
interest
designated SB-PO and an interest only regular interest
designated SB-IO,
which will be entitled to
distributions
as set forth
herein.
The rights of the Holder of the Class SB
Certificates
to payments from
the Swap
Agreement
shall be outside and apart from its rights under the REMIC III
Regular
Interests
SB-IO
and SB-PO.
(5)
[REMIC III Regular Interest IO will be held as an asset of the Swap
Account established by the Trustee].
(6)
[For federal income tax purposes,
REMIC III Regular
Interest IO will not have a Pass-Through
Rate, but will
be entitled to 100% of the amounts distributed on REMIC II Regular
Interest LT-IO].
(7)
[For federal
income tax purposes,
REMIC III Regular
Interest IO will not have an
Uncertificated
Principal
Balance,
but will have a notional
amount
equal to the
Uncertificated
Notional
Amount of REMIC II Regular
Interest LT-IO].
In consideration of the mutual agreements herein
contained,
the Depositor,
the Servicer and the Trustee
agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01.
Definitions
Whenever used in this Agreement,
the following words and phrases,
unless the context otherwise requires,
shall have the meanings specified in this Article.
Accrued
Certificate
Interest:
With
respect
to each
Distribution
Date
and each
Class
of
[Class A
Certificates,
Class M
Certificates
and Class B
Certificates],
an amount equal to interest
accrued
during the
related
Interest
Accrual
Period
on
the
Certificate
Principal
Balance
thereof
immediately
prior
to
such
Distribution Date at the related Pass-Through Rate for that
Distribution Date.
The amount of Accrued
Certificate
Interest on each Class of Certificates
shall be reduced by the amount
of
(a) Prepayment
Interest
Shortfalls on the Mortgage
Loans during the prior
calendar month (to the extent not
covered by Servicing
Compensation
pursuant to Section 3.16) and Relief Act
Shortfalls
on Mortgage
Loans during
the related Due Period,
in each case
allocated to each Class of
Certificates
pro rata,
on the basis of Accrued
Certificate
Interest payable on such
Distribution
Date absent such
reductions;
and (b) the interest portion of
Realized Losses allocated to such Class through Subordination as
described in Section 4.05.
Accrued
Certificate
Interest
shall accrue on the basis of a 360-day year and the actual
number of days
in the related Interest Accrual Period.
With
respect
to each
Distribution
Date and the Class SB
Certificates,
interest
accrued
during
the
preceding
Interest Accrual Period at the Pass-Through Rate on the
Uncertificated
Notional Amount as specified in
the
definition
of
Pass-Through
Rate,
immediately
prior to such
Distribution
Date,
reduced by any
interest
shortfalls with respect to the Mortgage Loans,
including
Prepayment Interest Shortfalls to the extent not covered
by
Compensating
Interest
pursuant
to Section
3.16 or by Excess Cash Flow
pursuant
to Section
4.02(c)(v) and
(vi).
Accrued
Certificate
Interest on the Class SB Certificates
shall accrue on the basis of a 360-day year and
the actual number of days in the related Interest Accrual Period.
Adjusted
Mortgage
Rate:
With respect to any Mortgage Loan and any date of
determination,
the Mortgage
Rate borne by the related Mortgage Note, less the rate at which the
related Subservicing Fee accrues.
Adjustment
Date: With respect to each
adjustable-rate
Mortgage Loan, each date set forth in the related
Mortgage Note on which an adjustment to the interest rate on such
Mortgage Loan becomes effective.
Advance:
With respect to any Mortgage Loan, any advance made by the
Servicer, pursuant to Section 4.04.
Affected Party:
As defined in the Swap Agreement.
Affiliate:
With
respect to any Person,
any other
Person
controlling,
controlled
by or under
common
control
with such first
Person.
For the
purposes of this
definition,
“control”
means the power to direct the
management
and
policies
of such
Person,
directly
or
indirectly,
whether
through
the
ownership
of voting
securities,
by contract or otherwise;
and the terms
“controlling” and “controlled” have
meanings
correlative to
the foregoing.
Agreement:
This Pooling and Servicing Agreement and all amendments hereof and
supplements hereto.
Amount Held for Future
Distribution:
With
respect to any
Distribution
Date,
the total of the amounts
held in the
Custodial
Account
at the
close of
business
on the
preceding
Determination
Date on
account
of
(i) Liquidation Proceeds, Insurance Proceeds, Principal
Prepayments,
Subsequent Recoveries, REO Proceeds, Mortgage
Loan purchases made pursuant to Section 2.02,
2.03, 2.04 or 4.07 and Mortgage Loan
substitutions made pursuant to
Section 2.03
or 2.04
received
or made in the
month of such
Distribution
Date
(other
than
such
Liquidation
Proceeds,
Subsequent
Recoveries,
Insurance
Proceeds,
REO
Proceeds and
purchases
of Mortgage
Loans that the
Servicer
has
deemed
to have been
received
in the
preceding
month in
accordance
with
Section 3.07(b))
and
(ii) payments
which represent early receipt of scheduled payments of principal
and interest due on a date or dates
subsequent to the Due Date in the related Due Period.
Appraised
Value:
With
respect
to any
Mortgaged
Property,
one of the
following:
(i) the
lesser of
(a) the
appraised
value of such Mortgaged
Property based upon the appraisal or appraisals (or field review)
made
at the time of the origination of the related
Mortgage Loan, and (b) the sales price of the Mortgaged
Property at
such time of origination,
or (ii) in the case of a Mortgaged
Property
securing a refinanced or modified Mortgage
Loan,
one of (1) the
appraised
value based upon the appraisal
made at the time of origination of the loan which
was refinanced or modified,
(2) the
appraised value determined in an appraisal made at the time of
refinancing or
modification or (3) the sales price of the Mortgaged Property.
Assignment:
An
assignment of the Mortgage,
notice of transfer or equivalent
instrument,
in recordable
form,
sufficient under the laws of the jurisdiction
wherein the related Mortgaged
Property is located to reflect
of record the sale of the Mortgage
Loan to the Trustee for the benefit of
Certificateholders,
which
assignment,
notice
of
transfer
or
equivalent
instrument
may be in the form of one or more
blanket
assignments
covering
Mortgages
secured by Mortgaged
Properties
located in the same county,
if permitted by law and accompanied by an
Opinion of Counsel to that effect.
Assignment Agreement:
The Assignment and Assumption
Agreement,
dated the Closing Date, between GMFI and
the Depositor relating to the transfer and assignment of the
Mortgage Loans.
Available
Distribution
Amount:
With respect to any Distribution Date, an amount equal to (a) the
sum of
(i) the
amount on deposit
in the
Custodial
Account as of the close of
business
on the
immediately
preceding
Determination
Date,
including
any
Subsequent
Recoveries,
and amounts
deposited in the
Custodial
Account in
connection with the
substitution of Qualified
Substitute
Mortgage Loans,
(ii) the amount of any Advance made on
the immediately
preceding
Certificate Account Deposit Date, (iii) any amount deposited in the
Certificate Account
on the related
Certificate
Account
Deposit Date pursuant to the second
paragraph of
Section 3.12(a),
(iv) any
amount that the Servicer is not
permitted to withdraw from the Custodial
Account
pursuant to
Section 3.16(e) in
respect of the Mortgage Loans and (v) any amount
deposited in the Certificate
Account pursuant to Section 4.07 or
9.01,
reduced by (b) the
sum as of the close of
business
on the
immediately
preceding
Determination
Date of
(i) any
payments or collections
consisting of prepayment
charges on the Mortgage Loans that were received during
the
related
Prepayment
Period,
(ii) the
Amount Held for Future
Distribution,
(iii) amounts
permitted
to be
withdrawn by the Servicer from the Custodial Account pursuant to
clauses (ii)-(x),
inclusive,
of Section 3.10(a),
and (iv) any Net Swap Payments required to be made to the Swap
Counterparty and Swap Termination
Payments not due
to a Swap Counterparty Trigger Event for such Distribution Date.
Balloon
Loan:
Each of the Mortgage
Loans having an original
term to maturity
that is shorter than the
related amortization term.
Balloon
Payment:
With respect to any Balloon Loan,
the related
Monthly
Payment
payable on the stated
maturity date of such Balloon Loan.
Bankruptcy Code:
The Bankruptcy Code of 1978, as amended.
Basis Risk
Shortfall:
Any [Class A Basis Risk
Shortfall],
[Class B Basis Risk Shortfall] [or] [Class M
Basis Risk Shortfall].
Basis Risk
Shortfall
Carry-Forward
Amount:
Any [Class A Basic Risk
Shortfall
Carry-Forward
Amount],
[Class B Basis Risk Shortfall Carry-Forward Amount] [or] [Class M
Basis Risk Shortfall Carry-Forward Amount].
Book-Entry Certificate:
Any Certificate registered in the name of the Depository or its
nominee.
Business Day: Any day other than (i) a
Saturday or a Sunday or (ii) a day on which
banking
institutions
in the State of New York,
the State of
California,
the State of Texas,
the State of
Minnesota
or the State of
Illinois
(and such other
state or states in which the
Custodial
Account or the
Certificate
Account are at the
time located) are required or authorized by law or executive order
to be closed.
Calendar
Quarter:
A Calendar
Quarter shall
consist of one of the
following
time periods in any given
year:
January 1 through
March 31,
April 1 through
June 30, July 1 through
September
30, and October 1 through
December 31.
Capitalization
Reimbursement
Amount:
With respect to any Distribution
Date, the amount of unreimbursed
Advances or Servicing
Advances that were added to the Stated
Principal
Balance of the Mortgage
Loans during the
preceding
calendar
month and
reimbursed to the Servicer or Subservicer
pursuant to
Section 3.10(a)(vii) on
or
prior to such Distribution Date.
Cash
Liquidation:
With respect to any defaulted
Mortgage Loan other than a Mortgage Loan as to which an
REO
Acquisition
occurred,
a
determination
by
the
Servicer
that
it has
received
all
Insurance
Proceeds,
Liquidation
Proceeds
and other
payments
or cash
recoveries
which the
Servicer
reasonably
and in good faith
expects to be finally recoverable with respect to such Mortgage
Loan.
Certificate:
Any
[Class A]
Certificate,
[Class M]
Certificate,
[Class B]
Certificate,
Class SB
Certificate or Class R Certificate.
Certificate
Account:
The account or accounts
created and
maintained
pursuant to
Section 4.01,
which
shall be entitled
“[_______________],
as trustee,
in trust for the
registered
holders of
GreenPoint
Mortgage
Securities LLC,
Mortgage
Asset-Backed
Pass-Through
Certificates,
Series
20[_]-[_]” and which account shall be
held for the benefit of the Certificateholders and which must be an
Eligible Account.
Certificate Account Deposit Date:
With respect to any Distribution Date, the Business Day prior
thereto.
Certificateholder
or Holder:
The Person in whose name a Certificate
is
registered
in the
Certificate
Register,
except that neither a Disqualified
Organization
nor a Non-United
States Person shall be a holder of a
Class R
Certificate for any purpose hereof.
Solely for the purpose of giving any consent or direction pursuant
to
this Agreement,
any Certificate,
other than a Class R Certificate,
registered in the name of the Depositor,
the
Servicer or any
Subservicer
or any Affiliate
thereof shall be deemed not to be
outstanding
and the
Percentage
Interest or Voting Rights
evidenced
thereby shall not be taken into account in determining
whether the requisite
amount of
Percentage
Interests
or Voting
Rights
necessary
to effect any such
consent or
direction
has been
obtained.
All
references
herein to “Holders” or
“Certificateholders”
shall
reflect the rights of
Certificate
Owners as they may
indirectly
exercise such rights
through the Depository
and
participating
members
thereof,
except as otherwise
specified
herein;
provided,
however,
that the Trustee
shall be required to recognize as a
“Holder” or
“Certificateholder”
only the Person in whose name a
Certificate
is
registered
in the
Certificate
Register.
Certificate
Owner:
With respect to a Book-Entry
Certificate,
the Person who is the beneficial owner of
such
Certificate,
as reflected on the books of an indirect
participating
brokerage
firm for which a Depository
Participant
acts as agent, if any, and otherwise on the books of a Depository
Participant,
if any, and otherwise
on the books of the Depository.
Certificate Principal Balance:
With respect to any [Class A
Certificate,
Class M Certificate or Class B
Certificate], on any date of determination, an amount equal to:
(i)
the Initial
Certificate
Principal Balance of such Certificate as specified on the face
thereof,
minus
(ii)
the
sum of
(x) the
aggregate
of all
amounts
previously
distributed
with
respect
to such
Certificate (or any
predecessor
Certificate)
and applied to reduce the
Certificate
Principal
Balance
thereof
pursuant
to
Section
4.02(c) and
(y) the
aggregate
of
all
reductions
in
Certificate
Principal
Balance of such
Certificates
deemed to have occurred in connection with
Realized
Losses
which
were
previously
allocated
to such
Certificate
(or
any
predecessor
Certificate) pursuant to Section 4.05;
provided,
that with
respect
to any
Distribution
Date,
the
Certificate
Principal
Balances
of the
[Class A
Certificates,
Class M
Certificates
and Class B
Certificates]
will be increased,
in each case to the extent of
Realized Losses previously
allocated thereto and remaining
unreimbursed,
to the extent of Subsequent
Recoveries
in the
following
order of
priority:
first to the [Class A
Certificates,
pro rata,
and then to the
Class M-1
Certificates , Class M-2
Certificates,
Class M-3 Certificates , Class M-4 Certificates , Class M-5
Certificates ,
Class M-6 Certificates , Class M-7 Certificates, Class M-8
Certificates and Class B Certificates], in that order.
[With
respect
to any
Class SB
Certificate,
on any
date of
determination,
an
amount
equal
to the
Percentage
Interest
evidenced by such
Certificate
multiplied by an amount equal to (i) the
excess,
if any, of
(A) the then aggregate
Stated
Principal
Balance of the Mortgage
Loans over (B) the then
aggregate
Certificate
Principal
Balance of the Class A
Certificates,
Class M
Certificates and Class B
Certificates then outstanding,
which represents the sum of (i) the Initial
Principal
Balance of the REMIC III Regular Interest SB-PO, as reduced
by Realized Losses
allocated
thereto and payments deemed made thereon,
and
(ii) accrued
and unpaid interest on
the REMIC III Regular Interest SB-IO, as reduced by Realized Losses
allocated thereto.]
The Class R Certificates will not have a Certificate Principal
Balance.
Certificate
Register and
Certificate
Registrar:
The register
maintained
and the registrar
appointed
pursuant to Section 5.02.
Class:
Collectively, all of the Certificates or uncertificated interests
bearing the same designation.
Class A Basis Risk Shortfall:
[With respect to each Class of Class A
Certificates
and any
Distribution
Date for which the
Pass-Through
Rate for any such
Class of
Certificates
is equal to the Net WAC Cap Rate,
the
excess,
if any,
of (x) the
lesser of
(a) Accrued
Certificate
Interest on that Class of
Certificates
on such
Distribution
Date,
calculated at a rate equal to One-Month LIBOR plus the related
Margin,
as calculated for such
Distribution
Date,
and
(b) 11.00%
per annum,
over
(y) Accrued
Certificate
Interest on such Class of Class A
Certificates for such Distribution Date calculated at the Net WAC
Cap Rate.]
Class A Basis Risk Shortfall
Carry-Forward
Amount:
[With respect to each Class of Class A
Certificates
and any
Distribution
Date, the sum of (a) the
aggregate amount of Class A Basis Risk Shortfall for such Class on
such
Distribution
Date plus (b) any
Class A Basis Risk Shortfall
Carry-Forward
Amount for such Class remaining
unpaid from the preceding
Distribution
Date, plus (c) one month's interest on the amount in clause
(b) (based on
the number of days in the preceding
Interest
Accrual
Period),
to the extent
previously
unreimbursed by Excess
Cash Flow or the Swap Agreement pursuant to this Agreement, at a
rate equal to the related Pass-Through Rate.]
Class A Certificates:
Collectively,
the Class [__] Certificates,
Class [__] Certificates and Class [__]
Certificates.
[Class A Principal
Distribution
Amount:
With respect to any Distribution Date (a) prior to the Stepdown
Date or on or after the Stepdown Date if a Trigger
Event is in effect for that
Distribution
Date,
the Principal
Distribution
Amount for that
Distribution
Date or (b) on or after the Stepdown Date if a Trigger Event is not
in
effect for that Distribution Date, the lesser of:
(i)
the Principal Distribution Amount for that Distribution Date; and
(ii)
the
excess,
if
any,
of
(A) the
aggregate
Certificate
Principal
Balance
of
the
Class A
Certificates
immediately
prior to that Distribution Date over (B) the lesser of (x) the
product
of (1) the
applicable
Subordination
Percentage and (2) the
aggregate Stated Principal Balance
of the Mortgage Loans after giving effect to distributions to be
made on that
Distribution
Date
and (y) the
excess,
if any, of the aggregate
Stated
Principal
Balance of the Mortgage
Loans
after
giving
effect
to
distributions
to
be
made
on
that
Distribution
Date,
over
the
Overcollateralization Floor.]
[Class A-1
Certificate:
Any one of the Class A-1
Certificates executed by the Trustee and authenticated
by the
Certificate
Registrar
substantially
in the form
annexed
hereto as
Exhibit A,
senior to [the
Class M
Certificates,
the Class B
Certificates],
the Class SB
Certificates and the Class R Certificates with respect to
distributions
and
the
allocation
of
Realized
Losses
in
respect
of
the
Mortgage
Loans
as set
forth
in
Section 4.05,
and evidencing (i) an interest
designated as a “regular
interest” in REMIC III for purposes of the
REMIC Provisions,
(ii) the right to receive payments under the Swap Agreement and
(iii) the
obligation to pay the
Class IO Distribution Amount.]
[Class A-1
Margin:
Initially,
[__]% per
annum,
and on any
Distribution
Date on or after the
second
Distribution Date after the first possible Optional Termination
Date, [__]% per annum.]
[Class A-2
Certificate:
Any one of the Class A-2
Certificates executed by the Trustee and authenticated
by the
Certificate
Registrar
substantially
in the form
annexed
hereto as
Exhibit A,
senior to [the
Class M
Certificates,
the Class B
Certificates],
the Class SB
Certificates and the Class R Certificates with respect to
distributions
and
the
allocation
of
Realized
Losses
in
respect
of
the
Mortgage
Loans
as set
forth
in
Section 4.05,
and evidencing (i) an interest
designated as a “regular
interest” in REMIC III for purposes of the
REMIC Provisions,
(ii) the right to receive payments under the Swap Agreement and
(iii) the
obligation to pay the
Class IO Distribution Amount.]
[Class A-2
Margin:
Initially,
[__]% per
annum,
and on any
Distribution
Date on or after the
second
Distribution Date after the first possible Optional Termination
Date, [__]% per annum.]
[Class A-3
Certificate:
Any one of the Class A-3
Certificates executed by the Trustee and authenticated
by the
Certificate
Registrar
substantially
in the form
annexed
hereto as
Exhibit A,
senior to [the
Class M
Certificates,
the Class B
Certificates],
the Class SB
Certificates and the Class R Certificates with respect to
distributions
and
the
allocation
of
Realized
Losses
in
respect
of
the
Mortgage
Loans
as set
forth
in
Section 4.05,
and evidencing (i) an interest
designated as a “regular
interest” in REMIC III for purposes of the
REMIC Provisions,
(ii) the right to receive payments under the Swap Agreement and
(iii) the
obligation to pay the
Class IO Distribution Amount.]
[Class A-3
Margin:
Initially,
[__]% per
annum,
and on any
Distribution
Date on or after the
second
Distribution Date after the first possible Optional Termination
Date, [__]% per annum.]
[Class B Basis Risk Shortfalls:
With respect to the Class B Certificates
and any
Distribution
Date for
which the
Pass-Through
Rate for such Class of Certificates is equal to the Net WAC Cap
Rate, the excess,
if any,
of (x) Accrued
Certificate Interest on that Class of Certificates on such
Distribution Date,
calculated at a rate
equal to LIBOR plus the related Margin,
as calculated for such
Distribution
Date, over
(y) Accrued
Certificate
Interest on such Class of Class B Certificates for such
Distribution Date calculated at the Net WAC Cap Rate.]
[Class B
Basis Risk Shortfall
Carry-Forward
Amounts:
With respect to the Class B Certificates
and any
Distribution
Date, the sum of (a) the
aggregate amount of Class B Basis Risk Shortfall on such
Distribution Date
plus (b) any Class B Basis Risk Shortfall
Carry-Forward
Amount remaining
unpaid from the preceding
Distribution
Date,
plus (c) one
month's
interest on the amount in clause
(b) (based
on the number of days in the
preceding
Interest
Accrual
Period),
to the
extent
previously
unreimbursed
by Excess
Cash
Flow or the Swap
Agreement
pursuant to this Agreement, at a rate equal to the related
Pass-Through Rate.]
[Class B
Certificate:
Any one of the Class B
Certificates
executed by the Trustee and authenticated by
the
Certificate
Registrar
substantially
in the form
annexed
hereto as
Exhibit B-2,
senior
to the
Class SB
Certificates and the Class R
Certificates
with respect to distributions
and the allocation of Realized Losses in
as set forth in Section 4.05,
and evidencing (i) an interest
designated as a “regular
interest” in REMIC III for
purposes of the REMIC
Provisions,
(ii) the
right to receive
payments
under the Swap
Agreement
and
(iii) the
obligation to pay the Class IO Distribution Amount.]
[Class B
Margin:
Initially,
[__]%
per
annum,
and on any
Distribution
Date on or after
the
second
Distribution Date after the first possible Optional Termination
Date, [__]% per annum.]
[Class B Principal
Distribution
Amount:
With respect to any Distribution Date (a) prior to the Stepdown
Date or on or after the Stepdown Date if a Trigger
Event is in effect for that
Distribution
Date,
the remaining
Principal
Distribution Amount for that Distribution Date after distribution
of the Class A Principal
Distribution
Amount,
the Class M-1
Principal
Distribution
Amount, the Class M-2
Principal
Distribution
Amount,
Class M-3
Principal Distribution Amount,
Class M-4 Principal
Distribution Amount,
Class M-5 Principal Distribution Amount,
Class M-6 Principal
Distribution
Amount, the Class M-7 Principal
Distribution Amount and the Class M-8 Principal
Distribution
Amount]
or
(b) on
or
after
the
Stepdown
Date if a
Trigger
Event
is not in
effect
for that
Distribution Date, the lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of
the Class A Principal
Distribution
Amount,
the Class M-1
Principal
Distribution
Amount, the
Class M-2 Principal
Distribution
Amount,
Class M-3 Principal
Distribution
Amount,
Class M-4
Principal
Distribution
Amount,
Class M-5 Principal
Distribution
Amount,
Class M-6 Principal
Distribution
Amount, the Class M-7
Principal
Distribution
Amount and the Class M-8
Principal
Distribution Amount; and
(ii)
the excess,
if any, of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the
Class A Certificates,
Class M-1 Certificates,
Class M-2
Certificates,
Class M-3 Certificates,
Class M-4 Certificates,
Class M-5 Certificates,
Class M-6 Certificates,
Class M-7 Certificates
and the Class M-8
Certificates
(after taking into account the payment of the Class A
Principal
Distribution
Amount,
the Class M-1
Principal
Distribution
Amount,
the
Class M-2
Principal
Distribution Amount,
Class M-3 Principal
Distribution Amount,
Class M-4 Principal Distribution
Amount,
Class M-5 Principal
Distribution Amount,
Class M-6 Principal
Distribution Amount, the
Class M-7
Principal
Distribution
Amount and the Class M-8
Principal
Distribution
Amount for
that Distribution
Date) and (2) the
Certificate
Principal Balance of the Class B
Certificates
immediately
prior to that
Distribution
Date over (B) the lesser of (x) the
product of (1) the
applicable
Subordination
Percentage
and
(2) the
aggregate
Stated
Principal
Balance of the
Mortgage
Loans after giving effect to
distributions
to be made on that
Distribution
Date and
(y) the excess,
if any, of the aggregate
Stated
Principal
Balance of the Mortgage Loans after
giving
effect
to
distributions
to
be
made
on
that
Distribution
Date,
over
the
Overcollateralization Floor.]
[Class IO
Distribution
Amount:
As defined in Section
4.08(f) hereof.
For
purposes
of
clarity,
the
Class IO Distribution
Amount for any Distribution
Date shall equal the amount payable to the Swap Account on such
Distribution Date in excess of the amount payable on REMIC III
Regular Interest IO on such
Distribution
Date, all
as further provided in Section 4.08(b) hereof.]
[Class M Basis Risk Shortfall:
With respect to each Class of Class M
Certificates
and any
Distribution
Date for which the
Pass-Through
Rate for any such
Class of
Certificates
is equal to the Net WAC Cap Rate,
the
excess,
if any,
of (x) the
lesser of
(a) Accrued
Certificate
Interest on that Class of
Certificates
on such
Distribution
Date,
calculated at a rate equal to One-Month LIBOR plus the related
Margin,
as calculated for such
Distribution
Date,
and
(b) 11.00%
per annum,
over
(y) Accrued
Certificate
Interest on such Class of Class M
Certificates for such Distribution Date calculated at the Net WAC
Cap Rate.]
[Class M Basis Risk Shortfall
Carry-Forward
Amount:
With respect to each Class of Class M
Certificates
and any
Distribution
Date, the sum of (a) the
aggregate amount of Class M Basis Risk Shortfall for such Class on
such
Distribution
Date plus (b) any
Class M Basis Risk Shortfall
Carry-Forward
Amount for such Class remaining
unpaid from the preceding
Distribution
Date, plus (c) one month's interest on the amount in clause
(b) (based on
the number of days in the preceding
Interest
Accrual
Period),
to the extent
previously
unreimbursed by Excess
Cash Flow or the Swap Agreement pursuant to this Agreement, at a
rate equal to the related Pass-Through Rate.]
Class M Certificates:
Collectively,
the Class [__]
Certificates,
Class [__]
Certificates,
Class [__]
Certificates,
Class [__] Certificates,
Class [__] Certificates,
Class [__] Certificates, Class [__] Certificates
and Class [__] Certificates.
[Class M-1
Certificate:
Any one of the Class M-1
Certificates executed by the Trustee and authenticated
by the Certificate
Registrar
substantially
in the form annexed hereto as Exhibit B-1,
senior to [the Class [__]
Certificates,
the
Class [__]
Certificates,
the
Class [__]
Certificates,
the
Class [__]
Certificates,
the
Class [__] Certificates,
the Class [__] Certificates,
the Class [__] Certificates, the Class B Certificates,] the
Class SB
Certificates and the Class R
Certificates
with respect to distributions
and the allocation of Realized
Losses as set forth in
Section 4.05,
and
evidencing
(i) an
interest
designated
as a
“regular
interest”
in
REMIC III for purposes of the REMIC
Provisions,
(ii) the
right to receive
payments under the Swap Agreement and
(iii) the obligation to pay the Class IO Distribution Amount.]
[Class M-1
Margin:
Initially,
[__]% per
annum,
and on any
Distribution
Date on or after the
second
Distribution Date after the first possible Optional Termination
Date, [__]% per annum.]
[Class M-1
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date
(a) prior
to the
Stepdown
Date or on or after the Stepdown
Date if a Trigger Event is in effect for that
Distribution
Date,
the
remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the Class A Principal
Distribution
Amount
or
(b) on
or
after
the
Stepdown
Date if a
Trigger
Event
is not in
effect
for
that
Distribution Date, the lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of
the Class A Principal Distribution Amount; and
(ii)
the excess,
if any, of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the
Class A
Certificates
(after
taking
into
account
the
payment
of
the
Class A
Principal
Distribution
Amount for that
Distribution
Date) and (2) the
Certificate
Principal Balance of
the Class M-1
Certificates
immediately
prior to that
Distribution Date over (B) the lesser of
(x) the
product of (1) the
applicable
Subordination
Percentage and (2) the
aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to
distributions to be made on that
Distribution
Date and (y) the excess,
if any, of the aggregate Stated Principal
Balance of the
Mortgage Loans after giving effect to
distributions to be made on that
Distribution
Date, over
the Overcollateralization Floor.]
[Class M-2
Certificate:
Any one of the Class M-2
Certificates executed by the Trustee and authenticated
by the Certificate
Registrar
substantially
in the form annexed hereto as Exhibit B-1,
senior to [the Class [__]
Certificates,
the
Class [__]
Certificates,
the
Class [__]
Certificates,
the
Class [__]
Certificates,
the
Class [__] Certificates,
the Class [__] Certificates, the Class B Certificates,] the Class
SB Certificates and the
Class R
Certificates
with
respect
to
distributions
and the
allocation
of
Realized
Losses
as set forth in
Section 4.05,
and evidencing (i) an interest
designated as a “regular
interest” in REMIC III for purposes of the
REMIC Provisions,
(ii) the right to receive payments under the Swap Agreement and
(iii) the
obligation to pay the
Class IO Distribution Amount.]
[Class M-2
Margin:
Initially,
[__]% per
annum,
and on any
Distribution
Date on or after the
second
Distribution Date after the first possible Optional Termination
Date, [__]% per annum.]
[Class M-2
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date
(a) prior
to the
Stepdown
Date or on or after the Stepdown
Date if a Trigger Event is in effect for that
Distribution
Date,
the
remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the Class A Principal
Distribution
Amount and the
Class M-1
Principal
Distribution
Amount or (b) on or after the Stepdown
Date if a
Trigger Event is not in effect for that Distribution Date, the
lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of
the Class A Principal Distribution Amount and the Class M-1
Principal Distribution Amount; and
(ii)
the excess,
if any, of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the
Class A
Certificates
and Class M-1
Certificates
(after taking into account the payment of the
Class A Principal
Distribution Amount and the Class M-1
Principal
Distribution Amount for that
Distribution
Date) and
(2) the
Certificate
Principal
Balance of the
Class M-2
Certificates
immediately
prior to that
Distribution
Date over (B) the lesser of (x) the
product of (1) the
applicable
Subordination
Percentage
and
(2) the
aggregate
Stated
Principal
Balance of the
Mortgage
Loans after giving effect to
distributions
to be made on that
Distribution
Date and
(y) the excess,
if any, of the aggregate
Stated
Principal
Balance of the Mortgage Loans after
giving
effect
to
distributions
to
be
made
on
that
Distribution
Date,
over
the
Overcollateralization Floor.]
[Class M-3
Certificate:
Any one of the Class M-3
Certificates executed by the Trustee and authenticated
by the Certificate
Registrar
substantially
in the form annexed hereto as Exhibit B-1,
senior to [the Class [__]
Certificates,
the
Class [__]
Certificates,
the
Class [__]
Certificates,
the
Class [__]
Certificates,
the
Class [__]
Certificates,
the Class B
Certificates,] the Class SB
Certificates and the Class R Certificates with
respect to
distributions
and the
allocation
of Realized
Losses as set forth in
Section 4.05,
and
evidencing
(i) an
interest
designated as a “regular
interest” in REMIC III for purposes of the REMIC
Provisions,
(ii) the
right to receive
payments
under the Swap
Agreement
and (iii) the
obligation
to pay the Class IO
Distribution
Amount.]
[Class M-3
Margin:
Initially,
[__]% per
annum,
and on any
Distribution
Date on or after the
second
Distribution Date after the first possible Optional Termination
Date, [__]% per annum.]
[Class M-3
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date
(a) prior
to the
Stepdown
Date or on or after the Stepdown
Date if a Trigger Event is in effect for that
Distribution
Date,
the
remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the Class A Principal
Distribution
Amount, the Class M-1 Principal
Distribution Amount and the Class M-2 Principal
Distribution Amount
or (b) on or after the Stepdown Date if a Trigger
Event is not in effect for that
Distribution
Date,
the lesser
of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of
the Class A Principal
Distribution
Amount, the Class M-1 Principal
Distribution Amount and the
Class M-2 Principal Distribution Amount; and
(ii)
the excess,
if any, of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the
Class A
Certificates,
Class M-1
Certificates
and
Class M-2
Certificates
(after taking into
account
the
payment of the Class A
Principal
Distribution
Amount,
the
Class M-1
Principal
Distribution Amount and the Class M-2
Principal
Distribution Amount for that Distribution Date)
and (2) the
Certificate
Principal
Balance of the Class M-3
Certificates
immediately prior to
that
Distribution
Date
over
(B) the
lesser
of
(x) the
product
of
(1) the
applicable
Subordination
Percentage and (2) the
aggregate Stated
Principal
Balance of the Mortgage Loans
after giving effect to
distributions
to be made on that
Distribution
Date and (y) the excess,
if any, of the aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to
distributions to be made on that Distribution Date, over the
Overcollateralization Floor.]
[Class M-4
Certificate:
Any one of the Class M-4
Certificates executed by the Trustee and authenticated
by the Certificate
Registrar
substantially
in the form annexed hereto as Exhibit B-1,
senior to the [Class [__]
Certificates,
the Class [__] Certificates,
the Class [__] Certificates,
the Class [__] Certificates, the Class B
Certificates,]
the
Class SB
Certificates
and the Class R
Certificates
with respect to
distributions
and the
allocation
of Realized
Losses as set forth in
Section 4.05,
and
evidencing
(i) an
interest
designated
as a
“regular interest” in REMIC III for purposes of the
REMIC Provisions,
(ii) the right to receive payments under the
Swap Agreement and (iii) the obligation to pay the Class IO
Distribution Amount.]
[Class M-4
Margin:
Initially,
[__]% per
annum,
and on any
Distribution
Date on or after the
second
Distribution Date after the first possible Optional Termination
Date, [__]% per annum.]
[Class M-4
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date
(a) prior
to the
Stepdown
Date or on or after the Stepdown
Date if a Trigger Event is in effect for that
Distribution
Date,
the
remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the Class A Principal
Distribution Amount, the Class M-1 Principal
Distribution Amount, the Class M-2 Principal
Distribution Amount and
the
Class M-3
Principal
Distribution
Amount or (b) on or after the Stepdown
Date if a Trigger
Event is not in
effect for that Distribution Date, the lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of
the Class A Principal
Distribution
Amount,
the Class M-1
Principal
Distribution
Amount, the
Class M-2 Principal Distribution Amount and the Class M-3 Principal
Distribution Amount ; and
(ii)
the excess,
if any, of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the
Class A Certificates,
Class M-1 Certificates,
Class M-2 Certificates and Class M-3 Certificates
(after
taking
into
account
the
payment of the Class A
Principal
Distribution
Amount,
the
Class M-1
Principal
Distribution
Amount, the Class M-2
Principal
Distribution Amount and the
Class M-3
Principal
Distribution
Amount for that
Distribution
Date) and (2) the
Certificate
Principal
Balance of the Class M-4
Certificates
immediately
prior to that
Distribution
Date
over
(B) the
lesser of (x) the
product
of (1) the
applicable
Subordination
Percentage
and
(2) the
aggregate
Stated
Principal
Balance
of the
Mortgage
Loans
after
giving
effect to
distributions to be made on that
Distribution
Date and (y) the excess, if any, of the aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to
distributions to be made
on that Distribution Date, over the Overcollateralization Floor.]
[Class M-5
Certificate:
Any one of the Class M-5
Certificates executed by the Trustee and authenticated
by the Certificate
Registrar
substantially
in the form annexed hereto as Exhibit B-1,
senior to [the Class [__]
Certificates,
the Class [__] Certificates,
the Class [__]
Certificates,
the Class B Certificates,] the Class SB
Certificates and the Class R
Certificates
with respect to distributions
and the allocation of Realized Losses as
set forth in
Section 4.05,
and evidencing
(i) an
interest
designated as a “regular
interest” in REMIC III for
purposes of the REMIC
Provisions,
(ii) the
right to receive
payments
under the Swap
Agreement
and
(iii) the
obligation to pay the Class IO Distribution Amount.]
[Class M-5
Margin:
Initially,
[__]% per
annum,
and on any
Distribution
Date on or after the
second
Distribution Date after the first possible Optional Termination
Date, [__]% per annum.]
[Class M-5
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date
(a) prior
to the
Stepdown
Date or on or after the Stepdown
Date if a Trigger Event is in effect for that
Distribution
Date,
the
remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the Class A Principal
Distribution
Amount, the Class M-1 Principal
Distribution
Amount, the Class M-2 Principal
Distribution
Amount,
Class M-3
Principal
Distribution
Amount and the Class M-4
Principal
Distribution Amount or (b) on or after the
Stepdown Date if a Trigger Event is not in effect for that
Distribution Date, the lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of
the Class A Principal
Distribution
Amount,
the Class M-1
Principal
Distribution
Amount, the
Class M-2
Principal
Distribution
Amount,
Class M-3
Principal
Distribution
Amount
and
the
Class M-4 Principal Distribution Amount; and
(ii)
the excess,
if any, of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the
Class A Certificates,
Class M-1
Certificates,
Class M-2
Certificates,
Class M-3 Certificates
and
Class M-4
Certificates
(after
taking into
account
the payment of the Class A
Principal
Distribution
Amount,
the Class M-1
Principal
Distribution
Amount,
the
Class M-2
Principal
Distribution
Amount,
Class M-3
Principal
Distribution
Amount
and
the
Class M-4
Principal
Distribution
Amount for that
Distribution
Date) and (2) the
Certificate
Principal Balance of
the Class M-5
Certificates
immediately
prior to that
Distribution Date over (B) the lesser of
(x) the
product of (1) the
applicable
Subordination
Percentage and (2) the
aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to
distributions to be made on that
Distribution
Date and (y) the excess,
if any, of the aggregate Stated Principal
Balance of the
Mortgage Loans after giving effect to
distributions to be made on that
Distribution
Date, over
the Overcollateralization Floor.]
[Class M-6
Certificate:
Any one of the Class M-6
Certificates executed by the Trustee and authenticated
by the Certificate
Registrar
substantially
in the form annexed hereto as Exhibit B-1,
senior to [the Class [__]
Certificates,
the Class [__]
Certificates,
the Class B
Certificates,] the Class SB Certificates and the Class R
Certificates
with respect to
distributions
and the allocation of Realized
Losses as set forth in
Section 4.05,
and
evidencing
(i) an
interest
designated
as a “regular
interest”
in
REMIC III
for
purposes
of the REMIC
Provisions,
(ii) the right to receive payments under the Swap Agreement and
(iii) the
obligation to pay the Class
IO Distribution Amount.]
[Class M-6
Margin:
Initially,
[__]% per
annum,
and on any
Distribution
Date on or after the
second
Distribution Date after the first possible Optional Termination
Date, [__]% per annum.]
[Class M-6
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date
(a) prior
to the
Stepdown
Date or on or after the Stepdown
Date if a Trigger Event is in effect for that
Distribution
Date,
the
remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the Class A Principal
Distribution
Amount, the Class M-1 Principal
Distribution
Amount, the Class M-2 Principal
Distribution
Amount,
Class M-3
Principal
Distribution
Amount,
Class M-4
Principal
Distribution
Amount and the Class M-5 Principal
Distribution
Amount
or
(b) on
or
after
the
Stepdown
Date if a
Trigger
Event
is not in
effect
for
that
Distribution Date, the lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of
the Class A Principal
Distribution
Amount,
the Class M-1
Principal
Distribution
Amount, the
Class M-2 Principal
Distribution
Amount,
Class M-3 Principal
Distribution
Amount,
Class M-4
Principal Distribution Amount and the Class M-5 Principal
Distribution Amount; and
(ii)
the excess,
if any, of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the
Class A Certificates,
Class M-1 Certificates,
Class M-2
Certificates,
Class M-3 Certificates,
Class M-4
Certificates and Class M-5
Certificates (after taking into account the payment of the
Class A
Principal
Distribution
Amount,
the
Class M-1
Principal
Distribution
Amount,
the
Class M-2 Principal
Distribution
Amount,
Class M-3 Principal
Distribution
Amount,
Class M-4
Principal
Distribution
Amount
and
the
Class M-5
Principal
Distribution
Amount
for
that
Distribution
Date) and
(2) the
Certificate
Principal
Balance of the
Class M-6
Certificates
immediately
prior to that
Distribution
Date over (B) the lesser of (x) the
product of (1) the
applicable
Subordination
Percentage
and
(2) the
aggregate
Stated
Principal
Balance of the
Mortgage
Loans after giving effect to
distributions
to be made on that
Distribution
Date and
(y) the excess,
if any, of the aggregate
Stated
Principal
Balance of the Mortgage Loans after
giving
effect
to
distributions
to
be
made
on
that
Distribution
Date,
over
the
Overcollateralization Floor.]
[Class M-7
Certificate:
Any one of the Class M-7
Certificates executed by the Trustee and authenticated
by the Certificate
Registrar
substantially
in the form annexed hereto as Exhibit B-1,
senior to [the Class [__]
Certificates,
the Class B
Certificates,] the Class SB
Certificates and the Class R
Certificates with respect to
distributions
and the allocation of Realized Losses as set forth in Section 4.05,
and evidencing
(i) an interest
designated as a “regular
interest” in REMIC III for purposes of the REMIC
Provisions,
(ii) the
right to receive
payments under the Swap Agreement and (iii) the obligation to pay
the Class IO Distribution Amount.]
[Class M-7
Margin:
Initially,
[__]% per
annum,
and on any
Distribution
Date on or after the
second
Distribution Date after the first possible Optional Termination
Date, [__]% per annum.]
[Class M-7
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date
(a) prior
to the
Stepdown
Date or on or after the Stepdown
Date if a Trigger Event is in effect for that
Distribution
Date,
the
remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the Class A Principal
Distribution
Amount, the Class M-1 Principal
Distribution
Amount, the Class M-2 Principal
Distribution
Amount,
Class M-3
Principal
Distribution
Amount,
Class M-4
Principal
Distribution
Amount,
Class M-5
Principal
Distribution
Amount and the
Class M-6
Principal
Distribution
Amount or (b) on or after the Stepdown
Date if a
Trigger Event is not in effect for that Distribution Date, the
lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of
the Class A Principal
Distribution
Amount,
the Class M-1
Principal
Distribution
Amount, the
Class M-2 Principal
Distribution
Amount,
Class M-3 Principal
Distribution
Amount,
Class M-4
Principal
Distribution
Amount,
Class M-5
Principal
Distribution
Amount
and
the
Class M-6
Principal Distribution Amount; and
(ii)
the excess,
if any, of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the
Class A Certificates,
Class M-1 Certificates,
Class M-2
Certificates,
Class M-3 Certificates,
Class M-4
Certificates,
Class M-5
Certificates and Class M-6
Certificates
(after taking into
account
the
payment of the Class A
Principal
Distribution
Amount,
the
Class M-1
Principal
Distribution
Amount,
the
Class M-2
Principal
Distribution
Amount,
Class M-3
Principal
Distribution Amount,
Class M-4 Principal
Distribution Amount,
Class M-5 Principal Distribution
Amount and the Class M-6
Principal
Distribution
Amount for that Distribution Date) and (2) the
Certificate
Principal
Balance
of
the
Class M-7
Certificates
immediately
prior
to
that
Distribution
Date over (B) the
lesser of (x) the
product of (1) the
applicable
Subordination
Percentage
and (2) the
aggregate
Stated
Principal
Balance of the Mortgage Loans after giving
effect to distributions to be made on that
Distribution
Date and (y) the excess, if any, of the
aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to
distributions
to be made on that Distribution Date, over the
Overcollateralization Floor.]
[Class M-8
Certificate:
Any one of the Class M-8
Certificates executed by the Trustee and authenticated
by the
Certificate
Registrar
substantially
in the form annexed
hereto as
Exhibit B-1,
senior to [the Class B
Certificates,]
the
Class SB
Certificates
and the Class R
Certificates
with respect to
distributions
and the
allocation
of Realized
Losses as set forth in
Section 4.05,
and
evidencing
(i) an
interest
designated
as a
“regular interest” in REMIC III for purposes of the
REMIC Provisions,
(ii) the right to receive payments under the
Swap Agreement and (iii) the obligation to pay the Class IO
Distribution Amount.]
[Class M-8
Margin:
Initially,
[__]% per
annum,
and on any
Distribution
Date on or after the
second
Distribution Date after the first possible Optional Termination
Date, [__]% per annum.]
[Class M-8
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date
(a) prior
to the
Stepdown
Date or on or after the Stepdown
Date if a Trigger Event is in effect for that
Distribution
Date,
the
remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the Class A Principal
Distribution
Amount, the Class M-1 Principal
Distribution
Amount, the Class M-2 Principal
Distribution
Amount,
Class M-3
Principal
Distribution
Amount,
Class M-4
Principal
Distribution
Amount,
Class M-5
Principal
Distribution
Amount, the Class M-6 Principal
Distribution Amount and the Class M-7 Principal
Distribution Amount
or (b) on or after the Stepdown Date if a Trigger
Event is not in effect for that
Distribution
Date,
the lesser
of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of
the Class A Principal
Distribution
Amount,
the Class M-1
Principal
Distribution
Amount, the
Class M-2 Principal
Distribution
Amount,
Class M-3 Principal
Distribution
Amount,
Class M-4
Principal
Distribution Amount,
Class M-5 Principal Distribution Amount, the Class M-6 Principal
Distribution Amount
and the Class M-7 Principal Distribution Amount; and
(ii)
the excess,
if any, of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the
Class A Certificates,
Class M-1 Certificates,
Class M-2
Certificates,
Class M-3 Certificates,
Class M-4
Certificates,
Class M-5
Certificates,
Class M-6
Certificates
and
Class M-7
Certificates
(after
taking
into
account the
payment of the
Class A
Principal
Distribution
Amount,
the
Class M-1
Principal
Distribution
Amount,
the Class M-2
Principal
Distribution
Amount,
Class M-3
Principal
Distribution
Amount,
Class M-4
Principal
Distribution
Amount,
Class M-5
Principal
Distribution
Amount, the Class M-6
Principal
Distribution Amount and the
Class M-7
Principal
Distribution
Amount for that
Distribution
Date) and (2) the
Certificate
Principal
Balance of the Class M-8
Certificates
immediately
prior to that
Distribution
Date
over
(B) the
lesser of (x) the
product
of (1) the
applicable
Subordination
Percentage
and
(2) the
aggregate
Stated
Principal
Balance
of the
Mortgage
Loans
after
giving
effect to
distributions to be made on that
Distribution
Date and (y) the excess, if any, of the aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to
distributions to be made
on that Distribution Date, over the Overcollateralization Floor.]
[Class R Certificate:
Any one of the Class [__], Class [__] or Class [__] Certificates.]
[Class R-I
Certificate:
Any one of the Class R-I
Certificates executed by the Trustee and authenticated
by the
Certificate
Registrar
substantially
in the form annexed
hereto as Exhibit D and
evidencing an interest
designated as a “residual interest” in REMIC I for
purposes of the REMIC Provisions.]
[Class R-II
Certificate:
Any
one
of
the
Class R-II
Certificates
executed
by
the
Trustee
and
authenticated
by the Certificate
Registrar
substantially
in the form annexed hereto as Exhibit D and evidencing
an interest designated as a “residual interest” in
REMIC II for purposes of the REMIC Provisions.]
[Class R-III
Certificate:
Any
one
of
the
Class R-III
Certificates
executed
by
the
Trustee
and
authenticated
by the Certificate
Registrar
substantially
in the form annexed hereto as Exhibit D and evidencing
an interest designated as a “residual interest” in
REMIC III for purposes of the REMIC Provisions.]
[Class SB
Certificate:
Any one of the Class SB
Certificates
executed by the Trustee and
authenticated
by the
Certificate
Registrar
substantially
in the form annexed hereto as Exhibit C,
subordinate to the Class A
Certificates,
Class M
Certificates and Class B
Certificates
with respect to distributions and the allocation of
Realized
Losses as set forth in
Section 4.05,
and
evidencing
an interest
comprised of “regular
interests” in
REMIC III for purposes of the REMIC
Provisions
together with certain
rights to payments under the Swap Agreement
for purposes of the REMIC Provisions.]
Closing Date:
[__________], 20[_].
Code:
The Internal Revenue Code of 1986.
Commission:
The Securities and Exchange Commission.
Compensating
Interest:
With
respect to any
Distribution
Date,
any
amount
paid by the
Servicer
in
accordance with Section 3.16(f).
Corporate
Trust
Office:
The
principal
office
of the
Trustee
at
which at any
particular
time its
corporate
trust business with respect to this
Agreement
shall be
administered,
which office at the date of the
execution of this
instrument is located at [Address of Trustee]
Attention:
GreenPoint
Mortgage
Securities LLC,
Series 20[_]-[_].
Credit Repository:
Equifax, Transunion and Experian, or their successors in interest.
Curtailment:
Any Principal Prepayment made by a Mortgagor which is not a
Principal Prepayment in Full.
Custodial
Account:
The custodial account or accounts created and maintained
pursuant to Section 3.07 in
the name of a
depository
institution,
as
custodian
for the
holders of the
Certificates,
for the
holders of
certain other
interests in mortgage
loans
serviced or sold by the Servicer and for the Servicer,
into which the
amounts set forth in Section 3.07
shall be deposited
directly.
Any such account or accounts shall be an Eligible
Account.
Custodial
Agreement:
An
agreement
that may be entered
into among the
Depositor,
the
Servicer,
the
Trustee and a Custodian in substantially the form of Exhibit E
hereto.
Custodian:
A custodian appointed pursuant to a Custodial Agreement.
Cut-off Date Balance:
$[__________].
Cut-off Date:
[____________] 1, 20[_].
Cut-off Date Principal
Balance:
With respect to any Mortgage Loan, the unpaid principal
balance thereof
at the Cut-off Date after giving
effect to all
installments
of principal
due on or prior thereto (or due during
the month of the Cut-off Date), whether or not received.
Debt Service
Reduction:
With respect to any Mortgage Loan, a reduction in the scheduled
Monthly Payment
for such Mortgage Loan by a court of competent
jurisdiction
in a proceeding
under the
Bankruptcy
Code,
except
such a reduction
constituting a Deficient
Valuation or any reduction
that results in a permanent
forgiveness of
principal.
Deficient
Valuation:
With
respect
to
any
Mortgage
Loan,
a
valuation
by
a
court
of
competent
jurisdiction
of the
Mortgaged
Property
in an
amount
less
than the then
outstanding
indebtedness
under the
Mortgage
Loan,
or any reduction in the amount of principal to be paid in
connection
with any scheduled
Monthly
Payment that
constitutes
a permanent
forgiveness
of
principal,
which
valuation
or reduction
results from a
proceeding under the Bankruptcy Code.
Definitive Certificate:
Any definitive, fully-registered Certificate.
Deleted
Mortgage
Loan: A Mortgage Loan replaced or to be replaced with a Qualified
Substitute
Mortgage
Loan.
Delinquent:
As used herein,
a Mortgage
Loan is
considered
to be: “30 to 59 days” or “30 or more days”
delinquent
when a payment due on any
scheduled
due date
remains
unpaid as of the close of business on the next
following
monthly
scheduled due date; “60 to 89 days” or “60 or
more days”
delinquent
when a payment due on any
scheduled due date remains unpaid as of the close of business on
the second following
monthly
scheduled due date;
and so on. The
determination
as to whether a Mortgage Loan falls into these categories is made
as of the close of
business on the last
business
day of each month.
For example,
a Mortgage
Loan with a payment due on May 1 that
remained
unpaid as of the close of business on June 30 would then be
considered
to be 30 to 59 days
delinquent.
Delinquency
information
as of the Cut-off Date is determined and prepared as of the close
of business on the last
business day immediately prior to the Cut-off Date.
Depositor:
As defined in the preamble hereto.
Depository:
The Depository
Trust Company,
or any successor
Depository
hereafter named. The nominee of
the initial
Depository for purposes of registering those
Certificates
that are to be Book-Entry
Certificates is
Cede & Co. The Depository shall at all times be a
“clearing corporation” as defined in
Section 8-102(a)(5) of
the
Uniform Commercial Code of the State of New York and a
“clearing agency”
registered
pursuant to the provisions of
Section 17A of the Exchange Act.
Depository
Participant:
A broker,
dealer, bank or other financial
institution or other Person for whom
from
time to time a
Depository
effects
book-entry
transfers
and
pledges
of
securities
deposited
with the
Depository.
Destroyed
Mortgage
Note: A Mortgage
Note the original of which was
permanently
lost or destroyed
and
has not been replaced.
Determination
Date: With respect to any
Distribution
Date, the [20th] day (or if such [20th] day is not
a Business Day, the Business Day
immediately
following such [20th] day) of the month of the related
Distribution
Date.
Disqualified
Organization:
Any
organization
defined
as
a
“disqualified
organization”
under
Section 860E(e)(5)
of the Code,
including,
if not
otherwise
included,
any of the
following:
(i) the
United
States,
any State or
political
subdivision
thereof,
any
possession
of the
United
States,
or any agency or
instrumentality
of any of the
foregoing
(other
than an
instrumentality
which is a
corporation
if all of its
activities
are subject to tax and,
except for Freddie
Mac, a majority of its board of
directors is not selected
by
such
governmental
unit),
(ii) a
foreign
government,
any
international
organization,
or any
agency
or
instrumentality
of any of
the
foregoing,
(iii) any
organization
(other
than
certain
farmers'
cooperatives
described
in
Section 521
of the Code) which is exempt
from the tax imposed by Chapter 1 of the Code
(including
the tax imposed by
Section 511
of the Code on unrelated
business
taxable
income) and
(iv) rural
electric and
telephone cooperatives described in
Section 1381(a)(2)(C)
of the Code. A Disqualified
Organization also includes
any “electing large
partnership,” as defined in
Section 775(a)
of the Code and any other Person so designated by
the Trustee
based upon an Opinion of Counsel
that the holding of an Ownership
Interest in a Class R
Certificate
by such Person may cause any REMIC or any Person having an
Ownership Interest in any Class of
Certificates
(other
than such
Person) to incur a liability
for any federal tax
imposed
under the Code that would not
otherwise
be
imposed but for the Transfer of an Ownership
Interest in a Class R
Certificate to such Person.
The terms “United
States,”
“State” and
“international
organization”
shall have the meanings set forth in Section 7701 of the Code
or successor provisions.
Distribution
Date:
The 25th day of any month
beginning in
[__________], 20[_]
or, if such 25th day is
not a Business Day, the Business Day immediately following such
25th day.
DTC
Letter:
The Letter of
Representations,
dated
[__________], 20[_],
among the Trustee on behalf of
the Trust Fund, [_________________], in its individual capacity as
agent thereunder and the Depository.
Due Date:
With respect to any
Distribution
Date and any Mortgage
Loan,
the day during the related Due
Period on which the Monthly Payment is due.
Due Period:
With respect to any Distribution Date, the calendar month of such
Distribution Date.
Eligible
Account:
An
account
that
is
any
of
the
following:
(i) maintained
with
a
depository
institution
the debt
obligations of which have been rated by each Rating Agency in its
highest rating
available,
or (ii) an
account or accounts in a depository
institution in which such accounts are fully insured to the limits
established by the FDIC,
provided that any deposits not so insured shall, to the extent
acceptable to each Rating
Agency,
as evidenced in writing,
be maintained such that (as evidenced by an Opinion of Counsel
delivered to the
Trustee and each Rating Agency) the registered
Holders of
Certificates
have a claim with respect to the funds in
such account or a perfected
first security
interest
against any collateral
(which shall be limited to Permitted
Investments)
securing
such
funds
that is
superior
to claims
of any
other
depositors
or
creditors
of the
depository
institution
with which such account is maintained,
or (iii) in the case of the Custodial
Account,
a
trust account or accounts
maintained in the corporate trust
department of
[______________],
or (iv) in the case
of
the
Certificate
Account,
a
trust
account
or
accounts
maintained
in the
corporate
trust
division
of
[______________],
or (v) an
account or accounts of a depository
institution
acceptable
each Rating
Agency (as
evidenced
in
writing
by each
Rating
Agency
that use of any
such
account
as the
Custodial
Account
or the
Certificate
Account will not reduce the rating
assigned to any Class of
Certificates by such Rating Agency below
the lower of the
then-current
rating or the rating
assigned to such
Certificates as of the Closing Date by such
Rating Agency.
ERISA:
The Employee Retirement Income Security Act of 1974, as amended.
Event of Default:
As defined in Section 7.01.
[Excess Cash Flow:
With respect to any
Distribution
Date, an amount equal to the sum of (A) the
excess
of (i) the
Available
Distribution
Amount
for that
Distribution
Date over
(ii) the
sum of
(a) the
Interest
Distribution
Amount for that
Distribution
Date and (b) the
lesser of (1) the
aggregate
Certificate
Principal
Balance
of
Class A
Certificates,
Class M
Certificates
and
Class B
Certificates
immediately
prior
to such
Distribution Date and (2) the
Principal
Remittance Amount for that Distribution Date to the extent not
applied to
pay interest on the Class A
Certificates,
Class M
Certificates
and Class B
Certificates
on such
Distribution
Date,
(B) the
Overcollateralization
Reduction
Amount,
if any, for that
Distribution Date and (C) any Net Swap
Payments received by the Trustee under the Swap Agreement for that
Distribution Date.]
Excess
Overcollateralization
Amount:
With
respect to any
Distribution
Date,
the excess,
if any, of
(a) the
Overcollateralization Amount on such Distribution Date over (b) the
Required
Overcollateralization Amount
for such Distribution Date.
Exchange Act:
The Securities and Exchange Act of 1934, as amended.
Exchange Date:
As defined in Section 5.02(e)(iii).
Expense
Fee Rate:
With
respect to any
Mortgage
Loan as of any date of
determination,
the sum of the
applicable Servicing Fee Rate and the per annum rate at which the
applicable Subservicing Fee accrues.
Fannie Mae:
Fannie Mae, a federally
chartered and
privately
owned
corporation
organized and existing
under the Federal National Mortgage Association Charter Act, or any
successor thereto.
Fitch:
Fitch Ratings, or its successors in interest.
Fixed
Swap
Payment:
With
respect
to any
Distribution
Date on or prior to the
Distribution
Date in
[________]
20[_],
an amount
equal to the
product of (x) a
fixed rate equal to [__]%,
(y) the
Swap
Agreement
Notional
Balance
for that
Distribution
Date and (z) a
fraction,
the
numerator
of
which is
(a) 19
for the
Distribution
Date in [________] 20[_] and (b) 30 for any Distribution
Date occurring after the Distribution
Date
in [________] 20[_], and the denominator of which is 360.
FDIC:
Federal Deposit Insurance Corporation or any successor thereto.
Final
Distribution
Date:
The
Distribution
Date on which
the final
distribution
in
respect
of the
Certificates will be made pursuant to Section 9.01,
which Final
Distribution Date shall in no event be later than
the end of the 90-day liquidation period described in Section 9.02.
Final
Scheduled
Distribution
Date:
[Solely for purposes of the face of the
Certificates,
as follows:
with respect to the Class [__]
Certificates,
the Distribution Date occurring in [________]
20[_];with respect to
the
Class
[__]
Certificates,
Class
[__]
Certificates
and
each
Class of Class M
Certificates
and
Class B
Certificates,
the Distribution
Date occurring in [________]
20[_]. No event of default under this Agreement will
arise or become
applicable solely by reason of the failure to retire the entire
Certificate
Principal Balance of
any Class of Class A
Certificates,
Class M Certificates or Class B
Certificates on or before its Final Scheduled
Distribution Date.]
Floating Swap
Payment:
With respect to any
Distribution
Date on or prior to the
Distribution
Date in
[________]
20[_], an amount equal to the product of (x) Swap LIBOR,
(y) the Swap Agreement
Notional
Balance for
that
Distribution
Date and (z) a
fraction,
the numerator of which is equal to the number of days in the
related
calculation period as provided in the Swap Agreement and the
denominator of which is 360.
Foreclosure
Profits:
With
respect
to any
Distribution
Date or
related
Determination
Date
and any
Mortgage
Loan,
the excess,
if any, of
Liquidation
Proceeds,
Insurance
Proceeds and REO Proceeds
(net of all
amounts reimbursable
therefrom pursuant to
Section 3.10(a)(ii))
in respect of each Mortgage Loan or REO Property
for which a Cash
Liquidation
or REO
Disposition
occurred in the related
Prepayment
Period over the sum of the
unpaid principal balance of such Mortgage Loan or REO Property
(determined,
in the case of an REO Disposition,
in
accordance
with
Section 3.14)
plus
accrued and unpaid
interest at the Mortgage
Rate on such unpaid
principal
balance
from the Due
Date to which
interest
was
last
paid by the
Mortgagor
to the
first
day of the
month
following the month in which such Cash Liquidation or REO
Disposition occurred.
Form 10-K Certification:
As defined in Section 4.03(e).
Freddie Mac:
Freddie Mac, a corporate
instrumentality
of the United States
created and existing
under
Title III of the Emergency Home Finance Act of 1970, as amended, or
any successor thereto.
GMFI:
GreenPoint
Mortgage
Funding,
Inc.,
a New York
corporation,
in its
capacity
as seller of the
Mortgage Loans to the Depositor and any successor thereto.
HUD:
The United States Department of Housing and Urban Development.
Independent:
When used with
respect
to any
specified
Person,
means
such a Person who (i) is in fact
independent
of the
Depositor,
the Servicer and the Trustee,
or any
Affiliate
thereof,
(ii) does not have any
direct
financial
interest or any
material
indirect
financial
interest in the
Depositor,
the Servicer or the
Trustee or in an Affiliate thereof,
and (iii) is not connected with the Depositor,
the Servicer or the Trustee as
an officer, employee, promoter, underwriter, trustee, partner,
director or person performing similar functions.
Index:
With respect to each
adjustable-rate
Mortgage Loan and as to any Adjustment
Date therefor,
the
related index as stated in the related Mortgage Note.
Initial
Certificate
Principal
Balance:
With
respect to each
Class of
Certificates
(other
than the
Class R
Certificates),
the Certificate
Principal Balance of such Class of Certificates as of the Cut-off
Date as
set forth in the Preliminary Statement hereto.
Insurance
Proceeds:
Proceeds
paid in respect of the Mortgage
Loans
pursuant to any Primary
Insurance
Policy or any other related
insurance
policy covering a Mortgage Loan, to the extent such proceeds are
payable to
the
mortgagee
under the
Mortgage,
any
Subservicer,
the
Servicer
or the
Trustee
and are not applied to the
restoration of the related
Mortgaged
Property or released to the Mortgagor in accordance with the
procedures that
the Servicer would follow in servicing mortgage loans held for its
own account.
[Interest Accrual Period: With respect to the Class [_]
Certificates,
Class [_]
Certificates,
Class [_]
Certificates and Class [_]
Certificates
(i) with respect to the Distribution Date in [_______] 20[_],
the period
commencing
the
Closing
Date and
ending on the day
preceding
the
Distribution
Date in
[_______] 20[_],
and
(ii) with respect to any Distribution Date after the Distribution
Date in
[_______] 20[_],
the period commencing
on the Distribution
Date in the month
immediately
preceding the month in which such Distribution Date occurs and
ending on the day preceding such Distribution Date.
Interest
Distribution
Amount:
For
any
Distribution
Date,
the
amounts
payable
pursuant
to
Section 4.02(c)[(i)-(iii)].
Interim Certification:
As defined in Section 2.02.
Late
Collections:
With
respect to any
Mortgage
Loan,
all
amounts
received
during any Due
Period,
whether as late payments of Monthly Payments or as Insurance
Proceeds,
Liquidation
Proceeds or otherwise,
which
represent
late payments or
collections
of Monthly
Payments due but delinquent for a previous Due Period and not
previously recovered.
LIBOR
Business
Day:
Any day
other
than
(i) a
Saturday
or Sunday
or
(ii) a
day on which
banking
institutions in London, England are required or authorized to by
law to be closed.
LIBOR Certificates:
[The Class A Certificates, Class M Certificates and Class B
Certificates.]
LIBOR Rate
Adjustment
Date:
With
respect to each
Distribution
Date,
the second
LIBOR
Business Day
immediately preceding the commencement of the related Interest
Accrual Period.
Liquidation
Proceeds:
Amounts
(other than
Insurance
Proceeds)
received by the Servicer in connection
with the taking of an entire
Mortgaged
Property by exercise of the power of eminent domain or
condemnation or in
connection
with the
liquidation
of a
defaulted
Mortgage
Loan
through
trustee's
sale,
foreclosure
sale or
otherwise, other than REO Proceeds and Subsequent Recoveries.
Loan-to-Value
Ratio: As of any date, the fraction,
expressed as a percentage,
the numerator of which is
the current
principal
balance of the related
Mortgage Loan at the date of
determination
and the denominator of
which is the Appraised Value of the related Mortgaged Property.
Margin: The [Class A-1 Margin,
Class A-2 Margin,
Class A-3 Margin,
Class M-1 Margin,
Class M-2 Margin,
Class M-3 Margin,
Class M-4 Margin,
Class M-5 Margin,
Class M-6 Margin,
Class M-7 Margin,
Class M-8 Margin and
Class B Margin, as applicable.]
[Marker
Rate:
With
respect to the Class SB
Certificates
or REMIC III Regular
Interest
SB-IO and any
Distribution
Date, in relation to the REMIC II Regular
Interests [LT1, LT2, LT3, and LT4], a per annum rate equal
to two
(2) times
the weighted
average of the
Uncertificated
REMIC II
Pass-Through
Rates for REMIC II Regular
Interest [LT2] and REMIC II Regular Interest [LT3].
Maturity Date: With respect to each Class of
Certificates of regular interest or
Uncertificated
Regular
Interest
issued
by
any
REMIC
hereunder,
the
latest
possible
maturity
date,
solely
for
purposes
of
Section 1.860G-1(a)(4)(iii) of
the Treasury
Regulations,
by which the Certificate Principal Balance of each such
Class of
Certificates
representing a regular
interest in the Trust Fund would be reduced to zero,
which is, for
each such regular
interest,
[_________],
20[_],
which is the Distribution Date occurring in the month following
the last scheduled monthly payment of the Mortgage Loans.
Maximum
Mortgage
Rate:
As to any
adjustable-rate
Mortgage
Loan,
the per
annum
rate
indicated
in
Exhibit F
hereto as the “NOTE
CEILING,”
which rate is the maximum
interest
rate that may be applicable to such
Mortgage Loan at any time during the life of such Mortgage Loan.
Maximum Net Mortgage
Rate: As to any
adjustable-rate
Mortgage Loan and any date of
determination,
the
Maximum
Mortgage Rate minus the sum of the per annum rate at which the
Subservicing Fee accrues and the Servicing
Fee Rate.
With respect to any fixed-rate Mortgage Loan and any date of
determination, the Net Mortgage Rate.
MERS:
Mortgage
Electronic
Registration
Systems,
Inc., a corporation
organized and existing under the
laws of the State of Delaware, or any successor thereto.
MERS® System:
The system of recording transfers of Mortgages electronically
maintained by MERS.
MIN:
The Mortgage Identification Number for Mortgage Loans registered
with MERS on the MERS® System.
Minimum
Mortgage
Rate: As to any
adjustable-rate
Mortgage
Loan, a per annum rate equal to the greater
of (i) the Note Margin and (ii) the
rate
indicated in
Exhibit F
hereto as the “NOTE
FLOOR,”
which rate may be
applicable to such Mortgage Loan at any time during the life of
such adjustable-rate Mortgage Loan.
Modified Mortgage Loan:
Any Mortgage Loan that has been the subject of a Servicing
Modification.
Modified
Net
Mortgage
Rate:
With
respect to any
Mortgage
Loan that is the
subject
of a
Servicing
Modification,
the Net Mortgage
Rate minus the rate per annum by which the Mortgage Rate on such
Mortgage Loan was
reduced.
MOM Loan:
With respect to any Mortgage Loan,
MERS acting as the mortgagee of such Mortgage Loan,
solely
as nominee for the originator of such Mortgage Loan and its
successors and assigns, at the origination thereof.
Monthly
Payment:
With respect to any Mortgage Loan
(including any REO Property) and the Due Date in any
Due Period,
the payment of principal and interest due thereon in accordance
with the amortization
schedule at the
time applicable thereto (after adjustment,
if any, for Curtailments and for Deficient
Valuations
occurring prior
to such Due Date but before any adjustment to such
amortization
schedule by reason of any bankruptcy,
other than
a Deficient
Valuation,
or similar
proceeding or any
moratorium or similar waiver or grace period and before any
Servicing Modification that constitutes a reduction of the interest
rate on such Mortgage Loan).
Moody's:
Moody's Investors Service, Inc., or its successor in interest.
Mortgage:
With respect to each Mortgage Note related to a Mortgage Loan,
the mortgage,
deed of trust or
other
comparable
instrument
creating a first or junior lien on an estate in fee simple or
leasehold
interest in
real property securing a Mortgage Note.
Mortgage File: The mortgage
documents
listed in
Section 2.01
pertaining to a particular
Mortgage Loan
and any additional documents required to be added to the Mortgage
File pursuant to this Agreement.
Mortgage
Loans:
Such
of the
mortgage
loans
transferred
and
assigned
to the
Trustee
pursuant
to
Section 2.01
as from time to time are held or deemed to be held as a part of the
Trust Fund,
the
Mortgage
Loans
originally
so held being
identified
in the initial
Mortgage Loan
Schedule
attached
hereto as Exhibit F,
and
Qualified
Substitute
Mortgage Loans held or deemed held as part of the Trust Fund
including,
without limitation,
each related Mortgage Note, Mortgage and Mortgage File and all
rights appertaining thereto.
Mortgage Loan
Schedule:
The lists of the Mortgage
Loans
attached
hereto as Exhibit F (as amended from
time to time to reflect the
addition of Qualified
Substitute
Mortgage
Loans),
which lists shall set forth at a
minimum the following information as to each Mortgage Loan:
(i)
the Mortgage Loan identifying number (“RFC LOAN #”);
(ii)
the state, city and zip code of the Mortgaged Property;
(iii)
the maturity of the Mortgage Note
(“MATURITY
DATE,” or “MATURITY DT” for Mortgage
Loans and if
such Mortgage Loan is a Balloon Loan, the amortization term
thereof;
(iv)
(for the adjustable-rate Mortgage Loans, the Mortgage Rate as of
origination (“ORIG RATE”);
(v)
the Mortgage Rate as of the Cut-off Date (“CURR RATE”)
(vi)
the Net Mortgage Rate as of the Cut-off Date (“CURR
NET”);
(vii)
the
scheduled
monthly
payment of
principal,
if any,
and
interest
as of the
Cut-off
Date
(“ORIGINAL P & I”);
(viii)
the Cut-off Date Principal Balance (“PRINCIPAL BAL”);
(ix)
the Loan-to-Value Ratio at origination (“LTV”);
(x)
a code “T,” “BT” or “CT” under
the column “LN
FEATURE,”
indicating
that the
Mortgage
Loan is
secured by a second or vacation
residence
(the absence of any such code means the Mortgage Loan
is secured by a primary residence); and
(xi)
a code “N” under the
column
“OCCP
CODE,”
indicating
that the
Mortgage
Loan is secured by a
non-owner
occupied
residence
(the absence of any such code means the Mortgage
Loan is secured
by an owner occupied residence).
(xii)
for the adjustable-rate Mortgage Loans, the Maximum Mortgage Rate
(“NOTE CEILING”);
(xiii)
for the adjustable-rate Mortgage Loans, the maximum Net Mortgage
Rate (“NET CEILING”);
(xiv)
for the adjustable-rate Mortgage Loans, the Note Margin
(“NOTE MARGIN”);
(xv)
for the
adjustable-rate
Mortgage Loans,
the first Adjustment Date after the Cut-off Date (“NXT
INT CHG DT”);
(xvi)
for the adjustable-rate Mortgage Loans, the Periodic Cap
(“PERIODIC DECR” or “PERIODIC INCR”);
Such
schedule
may
consist
of
multiple
reports
that
collectively
set forth all of the
information
required.
Mortgage
Note:
The
originally
executed
note
or
other
evidence
of
indebtedness
evidencing
the
indebtedness of a Mortgagor under a Mortgage Loan, together with
any modification thereto.
Mortgage Rate:
With respect to any Mortgage
Loan, the interest rate borne by the related
Mortgage Note,
or any
modification
thereto
other
than a
Servicing
Modification.
The
Mortgage
Rate on the
adjustable-rate
Mortgage
Loans will
adjust on each
Adjustment
Date to equal the sum
(rounded
to the
nearest
multiple of one
eighth of one percent
(0.125%) or up to the nearest
one-eighth
of one percent,
which are
indicated by a “U” on
the Mortgage Loan Schedule,
except in the case of the
adjustable-rate
Mortgage Loans
indicated by an “X” on the
Mortgage Loan Schedule under the heading “NOTE
METHOD”),
of the related Index plus the Note Margin,
in each case
subject to the applicable Periodic Cap, Maximum Mortgage Rate and
Minimum Mortgage Rate.
Mortgaged Property:
The underlying real property securing a Mortgage Loan.
Mortgagor:
The obligor on a Mortgage Note.
Net Mortgage
Rate:
With respect to any Mortgage Loan as of any date of
determination,
a per annum rate
equal to the Adjusted Mortgage Rate for such Mortgage Loan as of
such date minus the Servicing Fee Rate.
Net Swap Payment:
With respect to each
Distribution
Date, the net payment
required to be made pursuant
to the terms of the Swap Agreement by either the Swap
Counterparty or the Trustee,
on behalf of the Trust,
which
net payment shall not take into account any Swap Termination
Payment.
Net
WAC
Cap
Rate:
[With
respect
to any
Distribution
Date
and the
Class A
Certificates,
Class M
Certificates
and
Class B
Certificates,
a per annum rate
(which
will not be less than
zero)
equal to (i) the
product of (a) weighted
average of the Net Mortgage Rates (or, if applicable,
the Modified Net Mortgage Rates) on
the Mortgage
Loans using the Net Mortgage
Rates in effect for the Monthly
Payments
due on such
Mortgage
Loans
during the related Due Period,
weighted on the basis of the respective Stated Principal
Balances thereof for such
Distribution
Date,
(b) a fraction
expressed as a percentage the numerator of which is 30 and the
denominator of
which is the
actual
number of days in the
related
Interest
Accrual
Period,
minus
(ii) the
product of (a) a
fraction
expressed
as a
percentage,
the
numerator
of which is the
amount
of any Net Swap
Payments
or Swap
Termination
Payment
not
due to a Swap
Counterparty
Trigger
Event
due to the
Swap
Counterparty
as of
such
Distribution
Date and the denominator of which is the aggregate Stated Principal
Balance of the Mortgage Loans as
of such
Distribution
Date and (b) a
fraction
expressed
as a percentage
the
numerator of which is 360 and the
denominator of which is the actual number of days in the related
Interest Accrual Period.]
Non-Primary
Residence
Loans:
[The
Mortgage
Loans
designated
as
secured
by
second
or
vacation
residences, or by non-owner occupied residences, on the Mortgage
Loan Schedule.]
Non-United States Person:
Any Person other than a United States Person.
Nonrecoverable
Advance:
Any
Advance
previously
made
or
proposed
to be
made
by
the
Servicer
or
Subservicer in respect of a Mortgage Loan (other than a Deleted
Mortgage
Loan) which,
in the good faith judgment
of the
Servicer,
will not, or, in the case of a proposed
Advance,
would not, be ultimately
recoverable
by the
Servicer from related Late Collections,
Insurance Proceeds,
Liquidation
Proceeds or REO Proceeds.
To the extent
that any Mortgagor is not
obligated
under the related
Mortgage
documents to pay or reimburse any portion of any
Servicing
Advances that are
outstanding
with respect to the related
Mortgage Loan as a result of a modification
of such Mortgage Loan by the Servicer,
which
forgives
amounts which the Servicer or
Subservicer
had previously
advanced,
and the
Servicer
determines
that no other
source of payment or
reimbursement
for such
advances is
available to it, such Servicing
Advances shall be deemed to be Nonrecoverable
Advances.
The determination by the
Servicer
that it has made a
Nonrecoverable
Advance shall be evidenced by an Officers'
Certificate
delivered to
the
Depositor,
the Trustee and the
Servicer.
Notwithstanding
the above,
the Trustee shall be entitled to rely
upon any
determination by the Servicer that any Advance
previously made is a
Nonrecoverable
Advance or that any
proposed Advance, if made, would constitute a Nonrecoverable
Advance.
Nonsubserviced
Mortgage
Loan: Any Mortgage Loan that, at the time of reference
thereto,
is not subject
to a Subservicing Agreement.
Note Margin:
With respect to each
adjustable-rate
Mortgage Loan, the fixed
percentage set forth in the
related
Mortgage Note and indicated on the Mortgage Loan Schedule as the
“NOTE MARGIN,” which
percentage is added
to the Index on each
Adjustment
Date to determine
(subject to rounding in accordance
with the related
Mortgage
Note, the Periodic Cap, the Maximum
Mortgage Rate and the Minimum
Mortgage Rate) the interest rate to be borne by
such adjustable-rate Mortgage Loan until the next Adjustment Date.
Officers'
Certificate:
A
certificate
signed
by the
Chairman
of the
Board,
the
President,
a Vice
President,
Assistant Vice President,
Director,
Managing
Director,
the Treasurer,
the Secretary,
an Assistant
Treasurer or an Assistant
Secretary of the
Depositor or the
Servicer,
as the case may be, and
delivered to the
Trustee, as required by this Agreement.
One-Month
LIBOR:
With respect to any
Distribution
Date,
the arithmetic
mean of the London
interbank
offered rate
quotations
for
one-month
United
States dollar
deposits,
determined on the preceding
LIBOR Rate
Adjustment Date as set forth in Section 1.02 hereof.
Opinion of Counsel:
A written
opinion of counsel
acceptable
to the Trustee and the
Servicer and which
counsel may be counsel for the Depositor or the Servicer,
provided that any opinion of counsel
(i) referred to in
the definition of “Disqualified
Organization”
or
(ii) relating to the
qualification of any REMIC hereunder as a
REMIC or compliance
with the REMIC
Provisions
must,
unless
otherwise
specified,
be an opinion of Independent
counsel.
Optional
Termination
Date: Any Distribution
Date on or after which the Stated Principal
Balance (after
giving effect to
distributions to be made on such
Distribution
Date) of the Mortgage Loans is less than [10.00]%
of the Cut-off Date Balance.
Outstanding
Mortgage
Loan:
With respect to the Due Date in any Due Period,
a Mortgage Loan
(including
an REO Property) that was not the subject of a Principal
Prepayment in Full,
Cash
Liquidation or REO Disposition
and that was not
purchased,
deleted or
substituted
for prior to such Due Date pursuant to
Section 2.02,
2.03,
2.04 or 4.07.
Overcollateralization
Amount:
With
respect to any
Distribution
Date,
the excess,
if any, of (a) the
aggregate Stated
Principal
Balance of the Mortgage Loans before giving effect to distributions
of principal to be
made on such Distribution Date over (b) the aggregate
Certificate
Principal Balance of the [Class A,
Class M and
Class B Certificates] immediately prior to such date.
Overcollateralization
Floor:
With
respect to the
Mortgage
Loans,
an amount
equal to the
product of
(a) [0.50]% and (b) the Cut-off Date Balance.
Overcollateralization
Increase Amount:
With respect to any
Distribution
Date, the lesser of (a) Excess
Cash Flow for that
Distribution
Date (to the extent not used to cover the amounts
described in clauses
(iv) and
(v) of the
definition
of Principal
Distribution
Amount as of such
Distribution
Date),
and (b) the
excess of
(1) the Required
Overcollateralization Amount for such Distribution Date over (2)
the Overcollateralization Amount
for such Distribution Date.
Overcollateralization
Reduction Amount:
With respect to any Distribution
Date, to the extent the Excess
Overcollateralization
Amount
is,
after
taking
into
account
all
other
distributions
to
be
made
on
such
Distribution
Date, greater than zero, the
Overcollateralization
Reduction Amount shall be equal to the lesser of
(i) the Excess
Overcollateralization
Amount for that Distribution Date and (ii) the
Principal
Remittance Amount
for such Distribution Date.
Ownership
Interest:
With
respect
to any
Certificate,
any
ownership
or
security
interest
in such
Certificate,
including any interest in such
Certificate
as the Holder
thereof and any other
interest
therein,
whether direct or indirect, legal or beneficial, as owner or as
pledgee.
Pass-Through
Rate:
[With
respect to each Class of Class A,
Class M and
Class B
Certificates
and any
Distribution
Date, the least of
(i) One-Month
LIBOR plus the related Margin,
(ii) the
related Net WAC Cap Rate
and (iii) [11.00]% per annum.]
[With
respect to the Class SB
Certificates
or REMIC III
Regular
Interest
SB-IO and any
Distribution
Date, a per annum rate equal to the percentage
equivalent of a fraction,
the numerator of which is the sum of the
amounts
calculated
pursuant to clauses
(i) through
(iii) below,
and the
denominator of which is the aggregate
principal
balance of the REMIC II Regular
Interests.
For purposes of calculating the
Pass-Through
Rate for the
Class SB
Certificates
or REMIC III
Regular
Interest
SB-IO,
the numerator is equal to the sum of the following
components:
(i)
the
Uncertificated
Pass-Through Rate for REMIC II Regular Interest LT1 minus the
related Marker
Rate,
applied to a notional
amount equal to the
Uncertificated
Principal
Balance of REMIC II
Regular Interest LT1;
(ii)
the
Uncertificated
Pass-Through Rate for REMIC II Regular Interest LT2 minus the
related Marker
Rate,
applied to a notional
amount equal to the
Uncertificated
Principal
Balance of REMIC II
Regular Interest LT2; and
(iii)
the
Uncertificated
Pass-Through
Rate for REMIC II Regular Interest LT4 minus twice the related
Marker
Rate,
applied to a notional
amount
equal to the
Uncertificated
Principal
Balance of
REMIC II Regular Interest LT4.]
Paying Agent:
[________________] or any successor Paying Agent appointed by the
Trustee.
Percentage
Interest:
With
respect
to
any
[Class A
Certificate,
Class M
Certificate
or
Class B
Certificate,]
the undivided
percentage
ownership
interest in the related
Class evidenced
by such Certificate,
which percentage
ownership
interest shall be equal to the Initial
Certificate
Principal Balance thereof divided
by the
aggregate
Initial
Certificate
Principal
Balance
of all of the
Certificates
of the
same
Class.
The
Percentage
Interest with respect to a [Class SB
Certificate or Class R
Certificate]
shall be stated on the face
thereof.
Periodic Cap: With respect to each
adjustable-rate
Mortgage
Loan, the periodic rate cap that limits the
increase or the decrease of the related
Mortgage Rate on any Adjustment
Date pursuant to the terms of the related
Mortgage Note.
Permitted Investments:
One or more of the following:
(i)
obligations
of or
guaranteed as to principal and interest by the United States or any
agency or
instrumentality
thereof
when such
obligations
are
backed by the full faith and credit of the
United States;
(ii)
repurchase
agreements on obligations
specified in clause
(i) maturing
not more than one month
from the date of
acquisition
thereof,
provided
that the
unsecured
obligations
of the party
agreeing
to
repurchase
such
obligations
are at the time rated by each
Rating
Agency in its
highest short-term rating available;
(iii)
federal funds,
certificates of deposit,
demand deposits, time deposits and bankers' acceptances
(which
shall
each
have an
original
maturity
of not more
than 90 days
and,
in the case of
bankers'
acceptances,
shall in no event have an
original
maturity
of more than 365 days or a
remaining
maturity
of more than 30 days)
denominated
in
United
States
dollars
of any U.S.
depository
institution or trust company
incorporated under the laws of the United States or any
state thereof or of any domestic
branch of a foreign
depository
institution
or trust company;
provided that the debt
obligations of such
depository
institution or trust company at the date
of
acquisition
thereof have been rated by each Rating Agency in its highest
short-term
rating
available;
and, provided further that, if the original
maturity of such short-term
obligations
of a domestic branch of a foreign
depository
institution or trust company shall exceed 30 days,
the
short-term
rating of such
institution
shall be A-1+ in the case of
Standard
& Poor's if
Standard & Poor's is a Rating Agency;
(iv)
commercial paper and demand notes (having
original
maturities of not more than 365 days) of any
corporation
incorporated
under the laws of the United
States or any state thereof which on the
date of
acquisition
has been rated by each
Rating
Agency in its
highest
short
term
rating
available;
provided that such commercial paper and demand notes shall have a
remaining
maturity
of not more than 30 days;
(v)
a money
market fund or a qualified
investment
fund rated by each Rating
Agency in its highest
long-term rating available (which may be managed by the Trustee or
one of its Affiliates); and
(vi)
other
obligations
or
securities
that are
acceptable
to each
Rating
Agency as a
Permitted
Investment
hereunder
and will not reduce the rating
assigned to any Class of
Certificates
by
such Rating Agency below the
then-current
rating
assigned to such
Certificates by such Rating
Agency, as evidenced in writing;
provided,
however,
that no instrument shall be a Permitted
Investment if it represents,
either (1) the right to
receive only interest
payments
with respect to the
underlying
debt
instrument or (2) the right to receive both
principal
and interest
payments
derived from
obligations
underlying
such
instrument
and the
principal
and
interest
payments with respect to such
instrument
provide a yield to maturity
greater than 120% of the yield to
maturity at par of such
underlying
obligations.
References
herein to the highest rating
available on unsecured
long-term
debt shall mean AAA in the case of
Standard & Poor's and Aaa in the case of Moody's,
and for
purposes
of this
Agreement,
any
references
herein to the highest
rating
available
on unsecured
commercial
paper and
short-term
debt
obligations
shall mean the
following:
A-1 in the case of Standard & Poor's and P-1 in the case
of Moody's;
provided,
however,
that any Permitted
Investment that is a short-term debt obligation
rated A-1 by
Standard
& Poor's
must
satisfy
the
following
additional
conditions:
(i) the
total
amount of debt from A-1
issuers must be limited to the investment of monthly
principal and interest
payments
(assuming fully
amortizing
collateral);
(ii) the
total
amount
of A-1
investments
must
not
represent
more
than
20% of the
aggregate
outstanding
Certificate
Principal Balance of the Certificates and each investment must not
mature beyond 30 days;
(iii) the
terms of the debt must have a
predetermined
fixed
dollar
amount of
principal
due at maturity
that
cannot vary; and (iv) if the investments
may be liquidated
prior to their maturity or are being relied on to meet
a certain
yield,
interest
must be tied to a single
interest
rate index plus a single fixed spread (if any) and
must move
proportionately
with that index.
Any Permitted
Investment
may be purchased by or through the Trustee
or its Affiliates.
Permitted
Transferee:
Any Transferee of a Class R
Certificate,
other than a Disqualified
Organization
or Non-United States Person.
Person:
Any
individual,
corporation,
limited
liability
company,
partnership,
joint
venture,
association,
joint-stock
company,
trust,
unincorporated
organization
or government or any agency or political
subdivision thereof.
Prepayment Assumption:
[With respect to the [Class A,
Class M and Class B] Certificates,
the prepayment
assumption to be used for
determining
the accrual of original issue
discount and premium and market
discount on
such
Certificates
for federal
income tax purposes,
which
(a) with
respect to the fixed rate
Mortgage
Loans,
assumes a constant
prepayment
rate of 4% per annum of the then
outstanding
principal
balance
of the
Mortgage
Loans in the first month of the life of the fixed-rate
Mortgage Loans, and an additional
approximate
1.9091% per
annum in each month
thereafter
until the twelfth month, and then beginning in the twelfth month
and in each month
thereafter
during the life of the fixed-rate
Mortgage
Loans, a constant
prepayment rate of 25.0% per annum each
month and (b) with
respect to the
adjustable-rate
Mortgage Loans,
assumes a constant
prepayment rate of 4% per
annum of the then outstanding
principal
balance of the
adjustable-rate
Mortgage Loans in the first month of the
life of the
adjustable-rate
Mortgage
Loans,
and an
additional
approximate
2.8182%
per
annum in each
month
thereafter
until the twelfth month,
and then beginning in the twelfth month and in each month
thereafter
during
the life of the adjustable-rate Mortgage Loans, a constant
prepayment rate of 35% per annum each month.]
Prepayment
Interest
Shortfall:
With respect to any Distribution
Date and any Mortgage Loan (other than
a Mortgage
Loan
relating to an REO Property)
that was the subject of (a) a
Principal
Prepayment in Full during
the related
Prepayment
Period,
an amount equal to the excess of one month's interest at the
related Net Mortgage
Rate (or Modified Net Mortgage Rate in the case of a Modified
Mortgage
Loan) on the Stated
Principal
Balance of
such
Mortgage
Loan over the amount of interest
(adjusted
to the
related Net
Mortgage
Rate (or
Modified
Net
Mortgage Rate in the case of a Modified
Mortgage
Loan)) paid by the Mortgagor for such
Prepayment
Period to the
date of such Principal
Prepayment in Full or (b) a
Curtailment
during the prior calendar
month, an amount equal
to one month's
interest at the related Net Mortgage
Rate (or Modified Net Mortgage Rate in the case of a Modified
Mortgage Loan) on the amount of such Curtailment.
Prepayment
Period:
With respect to any
Distribution
Date,
the calendar
month
preceding the month of
distribution.
Primary
Insurance
Policy:
With respect to any Mortgage Loan,
each primary policy of mortgage
guaranty
insurance or
replacement
policy
therefor.
Each Mortgage Loan with a Primary
Insurance
Policy is identified on
Exhibit F with the exception of either code “23” or
“96” under the column “MI CO CODE.”
Principal
Distribution
Amount:
With respect to any
Distribution
Date, the lesser of (a) the excess of
(x) the sum of (A) the
Available
Distribution
Amount and (B) with
respect to clauses (b)(v) and (vi) below, any
Net Swap Payments
received by the Trustee under the Swap Agreement over (y) the
Interest
Distribution
Amount and
(b) the sum of:
(i)
the principal
portion of each Monthly
Payment
received or Advanced with respect to the related
Due Period on each Outstanding Mortgage Loan;
(ii)
the Stated
Principal
Balance of any Mortgage
Loan
repurchased
during the related
Prepayment
Period (or deemed to have been so repurchased
in accordance
with
Section 3.07(b))
pursuant to
Section 2.02,
2.03,
2.04 or 4.07 and the amount of any
shortfall
deposited
in the
Custodial
Account in connection with the
substitution of a Deleted
Mortgage Loan pursuant to Section 2.03
or 2.04 during the related Prepayment Period;
(iii)
the principal portion of all other
unscheduled
collections,
other than Subsequent
Recoveries,
on
the
Mortgage
Loans
(including,
without
limitation,
Principal
Prepayments
in
Full,
Curtailments,
Insurance
Proceeds,
Liquidation
Proceeds and REO Proceeds)
received during the
related
Prepayment
Period (or
deemed to have been so
received)
to the extent
applied by the
Servicer as recoveries of principal of the Mortgage Loans pursuant
to Section 3.14;
(iv)
the
lesser
of
(1) Subsequent
Recoveries
for such
Distribution
Date and
(2) the
principal
portion of any Realized Losses
allocated to any Class of
Certificates
on a prior
Distribution
Date and remaining unpaid;
(v)
the
lesser of
(1) the
Excess
Cash Flow for such
Distribution
Date (to the
extent
not used
pursuant to
clause (iv)
of this
definition on such
Distribution
Date) and (2) the
principal
portion of any Realized
Losses
incurred (or deemed to have been incurred) on any Mortgage Loans
in the calendar month preceding such Distribution Date; and
(vi)
the
lesser of
(1) the
Excess
Cash Flow for that
Distribution
Date (to the
extent
not used
pursuant
to clauses
(iv) and
(v) of this
definition
on such
Distribution
Date) and (2) the
Overcollateralization Increase Amount for such Distribution Date;
minus
(vii)
(A) the
amount of any
Overcollateralization
Reduction
Amount for such
Distribution
Date and
(B) the amount of any Capitalization Reimbursement Amount for such
Distribution Date; and
(ix)
any Net Swap Payments or Swap Termination
Payment not due to a Swap
Counterparty
Trigger Event
due to the Swap
Counterparty
to the extent
not
previously
paid from
interest
or
principal
collections on the Mortgage Loans.
Principal
Prepayment:
Any
payment of
principal
or other
recovery
on a Mortgage
Loan,
including
a
recovery that takes the form of
Liquidation
Proceeds or Insurance
Proceeds,
which is received in advance of its
scheduled
Due Date and is not
accompanied
by an amount as to interest
representing
scheduled
interest on such
payment due on any date or dates in any month or months subsequent
to the month of prepayment.
Principal
Prepayment
in Full:
Any
Principal
Prepayment
made by a Mortgagor
of the entire
principal
balance of a Mortgage Loan.
Principal
Remittance
Amount:
With respect to any
Distribution
Date, all amounts
described in clauses
(b)(i) through (iii) of the definition of Principal Distribution
Amount for that Distribution Date.
Program
Guide:
The GMFI
[Seller
Guide] for mortgage
collateral
sellers
that
participate
in GMFI's
standard mortgage
programs,
and GMFI's [Servicing Guide] and any other
subservicing
arrangements which GMFI has
arranged to accommodate the servicing of the Mortgage Loans.
Purchase
Price:
With
respect
to any
Mortgage
Loan
(or REO
Property)
required
to be or
otherwise
purchased
on any date
pursuant to
Section 2.02,
2.03,
2.04 or 4.07,
an amount equal to the sum of (i) if such
Mortgage
Loan
(or REO
Property)
is
being
purchased
pursuant
to
Sections 2.02,
2.03,
2.04 or 4.07 of this
Agreement,
100% of the Stated
Principal
Balance thereof plus the principal
portion of any related
unreimbursed
Advances and
(ii) unpaid
accrued
interest at the Adjusted
Mortgage Rate (or Modified Net Mortgage Rate plus the
rate per annum at which the Servicing Fee is
calculated
in the case of a Modified
Mortgage
Loan) (or at the Net
Mortgage
Rate (or Modified Net Mortgage
Rate in the case of a Modified
Mortgage
Loan)) on the Stated
Principal
Balance
thereof to the first day of the month
following the month of purchase from the Due Date to which interest
was last paid by the Mortgagor.
Qualified
Substitute
Mortgage
Loan: A Mortgage Loan
substituted by GMFI or the Depositor for a Deleted
Mortgage Loan which must, on the date of such substitution,
as confirmed in an Officers'
Certificate delivered to
the Trustee,
(i)
have an outstanding
principal
balance,
after deduction of the principal portion of the monthly
payment
due in the
month of
substitution
(or in the case of a
substitution
of more than one
Mortgage Loan for a Deleted
Mortgage Loan, an aggregate
outstanding
principal
balance,
after
such
deduction),
not in excess of the Stated
Principal
Balance of the Deleted
Mortgage
Loan
(the amount of any shortfall to be deposited by GMFI,
in the
Custodial
Account in the month of
substitution);
(ii)
have a
Mortgage
Rate and a Net
Mortgage
Rate no lower
than
and not more
than 1% per
annum
higher than the Mortgage Rate and Net Mortgage Rate,
respectively,
of the Deleted Mortgage Loan
as of the date of substitution;
(iii)
have a
Loan-to-Value
Ratio at the time of
substitution
no
higher
than
that of the
Deleted
Mortgage Loan at the time of substitution;
(iv)
have a Note Margin not less than that of the Deleted Mortgage Loan;
(v)
have a Periodic Rate Cap that is equal to that of the Deleted
Mortgage Loan;
(vi)
have a next Adjustment Date no later than that of the Deleted
Mortgage Loan;
(vii)
have a
remaining
term to
stated
maturity
not
greater
than (and not more than one year less
than) that of the Deleted Mortgage Loan; and
(viii)
comply with each
representation
and
warranty
set forth in
Sections
2.03 and 2.04 hereof and
Section 4 of the Assignment Agreement.
Rating
Agency:
[Each of Fitch,
Standard
& Poor's and
Moody's.]
If any
agency or a
successor
is no
longer in existence,
“Rating Agency” shall be such statistical
credit rating agency, or other comparable
Person,
designated by the Depositor, notice of which designation shall be
given to the Trustee and the Servicer.
Realized
Loss:
With respect to each Mortgage Loan (or REO
Property) as to which a Cash
Liquidation
or
REO
Disposition
has occurred,
an amount (not less than zero) equal to (i) the
Stated
Principal
Balance of the
Mortgage Loan (or REO Property) as of the date of Cash
Liquidation or REO
Disposition,
plus
(ii) interest
(and
REO Imputed
Interest,
if any) at the Net
Mortgage
Rate from the Due Date as to which
interest was last paid or
advanced to
Certificateholders
up to the last day of the month in which the Cash Liquidation (or
REO Disposition)
occurred on the Stated
Principal
Balance of such
Mortgage
Loan (or REO
Property)
outstanding
during each Due
Period that such interest was not paid or advanced,
minus (iii) the
proceeds,
if any,
received during the month
in which such Cash
Liquidation (or REO Disposition)
occurred,
to the extent applied as recoveries of interest at
the Net Mortgage
Rate and to
principal
of the Mortgage
Loan,
net of the portion
thereof
reimbursable
to the
Servicer or any
Subservicer
with respect to related
Advances,
Servicing
Advances or other expenses as to which
the
Servicer
or
Subservicer
is
entitled
to
reimbursement
thereunder
but
which
have not
been
previously
reimbursed.
With
respect to each
Mortgage
Loan which is the
subject of a Servicing
Modification,
(a) (1) the
amount by which the
interest
portion of a Monthly
Payment or the
principal
balance of such
Mortgage
Loan was
reduced or (2) the sum of any other amounts
owing under the Mortgage
Loan that were forgiven and that
constitute
Servicing
Advances that are
reimbursable
to the Servicer or a Subservicer,
and (b) any such amount with respect
to a
Monthly
Payment
that was or would
have been due in the month
immediately
following
the month in which a
Principal
Prepayment or the Purchase
Price of such Mortgage Loan is received or is deemed to have been
received.
With respect to each Mortgage Loan which has become the subject of
a Deficient
Valuation,
the difference
between
the principal
balance of the Mortgage
Loan
outstanding
immediately
prior to such
Deficient
Valuation and the
principal
balance of the Mortgage Loan as reduced by the Deficient
Valuation.
With respect to each Mortgage Loan
which has become the object of a Debt Service Reduction, the amount
of such Debt Service Reduction.
Notwithstanding
the above,
neither a Deficient
Valuation nor a Debt Service Reduction shall be deemed a
Realized
Loss
hereunder
so long as the
Servicer
has
notified
the
Trustee in writing
that the
Servicer
is
diligently
pursuing any
remedies
that may exist in
connection
with the
representations
and
warranties
made
regarding
the related
Mortgage
Loan and either
(A) the
related
Mortgage Loan is not in default with regard to
payments due thereunder or
(B) delinquent
payments of principal and interest under the related
Mortgage Loan and
any premiums on any applicable
primary hazard
insurance policy and any related escrow payments in respect of such
Mortgage
Loan are being
advanced on a current
basis by the
Servicer or a
Subservicer,
in either case
without
giving effect to any Debt Service Reduction.
[Realized
Losses
allocated
to the
Class SB
Certificates
shall be
allocated
first to the
REMIC III
Regular
Interest
SB-IO in
reduction
of the accrued but unpaid
interest
thereon
until such accrued and unpaid
interest
shall have been
reduced to zero and then to the
REMIC III
Regular
Interest
SB-PO in reduction of the
Principal Balance thereof.]
To the extent the Servicer
receives
Subsequent
Recoveries with respect to any Mortgage Loan, the amount
of the Realized Loss with respect to that Mortgage Loan will be
reduced to the extent such
recoveries
are applied
to reduce the Certificate Principal Balance of any Class of
Certificates on any Distribution Date.
Record Date: With respect to [the Class A
Certificates,
Class M
Certificates and Class B
Certificates]
and each
Distribution
Date, the close of business on the Business Day
immediately
preceding
such
Distribution
Date. With respect to [the Class SB and Class R
Certificates,]
and each Distribution
Date, the close of business
on the last Business Day of the month next
preceding the month in which the related
Distribution
Date occurs or,
with respect to the first Distribution Date, the Closing Date.
Reference Bank Rate:
As defined in Section 1.02.
Regular
Certificates:
[The
Class A
Certificates,
Class M
Certificates,
Class B
Certificates
and
Class SB Certificates.]
Regular Interest:
Any one of the REMIC regular interests in the Trust Fund.
Regulation AB:
Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17
C.F.R.
§§229.1100-229.1123, as such may be amended from time to
time, and subject to such clarification and
interpretation as have been provided by the Commission in the
adopting release (Asset-Backed Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531
(January 7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff
from time to time.
Relief Act: The
Servicemembers
Civil Relief Act,
formerly
known as the
Soldiers'
and Sailors'
Civil
Relief Act of 1940.
Relief
Act
Shortfalls:
Interest
shortfalls
on the
Mortgage
Loans
resulting
from the Relief Act or
similar legislation or regulations.
REMIC: A “real estate
mortgage
investment
conduit”
within the meaning of
Section 860D of the Code. As
used herein, the term “REMIC” shall mean REMIC I, REMIC
II or REMIC III.
REMIC
Administrator:
GMFI.
If GMFI is found by a court of competent
jurisdiction
to no longer be able
to fulfill
its
obligations
as REMIC
Administrator
under
this
Agreement
the
Servicer
or Trustee
acting as
successor
Servicer
shall
appoint
a
successor
REMIC
Administrator,
subject
to
assumption
of
the
REMIC
Administrator obligations under this Agreement.
REMIC
Net WAC Rate:
For any
Distribution
Date,
a per
annum
rate
equal to the
product
of
(i) the
weighted
average of the Net Mortgage
Rates (or, if applicable,
the Modified Net Mortgage
Rates) on the Mortgage
Loans using the Net
Mortgage
Rates in effect for the
Monthly
Payments
due on such
Mortgage
Loans
during the
related
Due
Period,
weighted
on the
basis
of the
respective
Stated
Principal
Balances
thereof
for
such
Distribution
Date and (ii) a
fraction
equal to 30 divided by the actual
number of days in the related
Interest
Accrual Period.
The foregoing rate is equal to the weighted
average of the
Uncertificated
REMIC I
Pass-Through
Rates with
respect to the REMIC I
Regular
Interests,
weighted in each case by their
respective
Uncertificated
Principal Balances.
[REMIC I:
The
segregated
pool of assets
subject
hereto,
constituting
a portion of the primary trust
created
hereby and to be
administered
hereunder,
with respect to which a separate REMIC election is to be made,
consisting of: (i) the
Mortgage Loans and the related
Mortgage
Files;
(ii) all
payments on and
collections in
respect of the
Mortgage
Loans due after the Cut-off
Date (other than
Monthly
Payments
due in the month of the
Cut-off
Date) as shall be on deposit in the
Custodial
Account or in the
Certificate
Account and
identified as
belonging
to the Trust Fund;
(iii) property
which
secured a Mortgage
Loan and which has been
acquired for the
benefit
of the
Certificateholders
by
foreclosure
or deed in lieu of
foreclosure;
(iv) the
hazard
insurance
policies and Primary Insurance
Policies
pertaining to the Mortgage Loans, if any; and (v) all proceeds of
clauses
(i) through (iv) above.]
REMIC I Available Distribution Amount:
The Available Distribution Amount.
[REMIC I Distribution
Amount:
For any
Distribution
Date,
the REMIC I
Available
Distribution
Amount
shall be
distributed to REMIC II in respect of the REMIC I
Regular
Interests and the Class R-I
Certificates
in
the following amounts and priority:
(a)
to REMIC I Regular Interest A-I and REMIC I Regular
Interest I-1-A through I-48-B,
pro rata, in
an amount equal to
(A) Uncertificated
Accrued Interest for such REMIC I Regular
Interests for such
Distribution
Date, plus (B) any amounts payable in respect thereof remaining
unpaid from previous Distribution Dates; and
(b)
to the extent of amounts
remaining after the
distributions
made pursuant to clause
(a) above,
payments of principal
shall be allocated as follows:
first,
to REMIC I Regular
Interests
I-1-A through
I-48-B
starting with the lowest numerical
denomination
until the
Uncertificated
Principal Balance of each such REMIC I
Regular
Interest
is
reduced
to zero,
provided
that,
for REMIC I Regular
Interests
with the same
numerical
denomination,
such payments of principal
shall be allocated
pro rata between such REMIC I Regular
Interests and
second,
to the extent of any
Overcollateralization
Reduction
Amount to REMIC I Regular
Interest
A-I until the
Uncertificated Principal Balance of such REMIC I Regular Interest
is reduced to zero.]
[REMIC I Interests:
The REMIC I Regular Interests and the Class R-I Certificates.]
[REMIC I
Realized
Losses:
All Realized
Losses on the Mortgage Loans shall be allocated
first, on each
Distribution
Date, to REMIC I Regular
Interest A-I until such REMIC I Regular
Interest has been reduced to zero.
Second,
Realized
Losses shall be allocated to REMIC I Regular
Interest
I-1-A through
REMIC I Regular
Interest
I-48-B,
starting with the lowest
numerical
denomination
until such REMIC I Regular Interest has been reduced to
zero,
provided that, for REMIC I Regular
Interests with the same
numerical
denomination,
such Realized
Losses
shall be allocated pro rata between such REMIC I Regular
Interests.]
[REMIC I Regular Interest:
Any of the separate
non-certificated
beneficial ownership interests in REMIC
I issued
hereunder and designated as a “regular
interest” in REMIC I. Each REMIC I Regular
Interest shall accrue
interest
at the
related
Uncertificated
REMIC I
Pass-Through
Rate in effect
from
time to time,
and shall be
entitled to distributions of principal,
subject to the terms and conditions
hereof,
in an aggregate amount equal
to
its
initial
Uncertificated
Principal
Balance
as
set
forth
in
the
Preliminary
Statement
hereto.
The
designations for the respective REMIC I Regular Interests are set
forth in the Preliminary Statement hereto.]
[REMIC I Regular
Interest
A-I: A regular
interest in REMIC I that is held as an asset of REMIC II, that
has an initial
principal balance equal to the related
Uncertificated
Principal
Balance,
that bears interest at
the related Uncertificated REMIC I Pass-Through Rate, and that has
such other terms as are described herein.]
[REMIC II:
The
segregated
pool of assets
subject
hereto,
constituting a portion of the primary trust
created
hereby and to be
administered
hereunder,
with respect to which a separate REMIC election is to be made,
consisting of the REMIC I Regular Interests.]
[REMIC II
Available
Distribution
Amount: For any Distribution Date, the amount distributed from
REMIC I
to REMIC II on such Distribution Date in respect of the REMIC I
Regular Interests.]
[REMIC II
Distribution
Amount:
For any Distribution
Date, the REMIC II Available
Distribution
Amount
shall be distributed to REMIC III in respect of the REMIC II
Regular
Interests and the Class R-II
Certificates in
the following amounts and priority:
(a)
to REMIC II
Regular
Interest LT-IO, in an amount equal to
(i) Uncertificated
Accrued
Interest for such REMIC II Regular
Interest for such
Distribution
Date, plus (ii) any amounts in respect thereof
remaining unpaid from previous Distribution Dates;
(b)
to the extent of amounts
remaining
after the
distributions
made
pursuant
to clause
(a) above,
to REMIC II
Regular
Interests
LT1,
LT2,
LT3 and LT4,
pro rata,
in an amount
equal to
(i) their
Uncertificated
Accrued Interest for such
Distribution
Date, plus (ii) any
amounts in respect thereof
remaining
unpaid from previous Distribution Dates; and
(c)
to the extent of amounts
remaining
after the
distributions
made
pursuant to clauses
(a) and (b) above:
(i)
to REMIC I
Regular
Interests
LT2, LT3 and LT4,
their
respective
Principal
Distribution Amounts;
(ii)
to
REMIC I
Regular
Interest
LT1
any
remainder
until
the
Uncertificated
Principal Balance thereof is reduced to zero;
(iii)
any
remainder
to
REMIC II
Regular
Interests
LT2,
LT3 and
LT4,
pro rata
according
to their
respective
Uncertificated
Principal
Balances
as reduced by the
distributions
deemed made
pursuant to (i) above, until their respective Uncertificated
Principal Balances are reduced to zero; and
(d)
to the extent of amounts remaining after the distributions
made pursuant to clauses
(a) through
(c) above:
(i)
first,
to each of the REMIC II Regular
Interests,
pro rata
according to the
amount of unreimbursed
Realized Losses allocable to principal
previously
allocated to each such REMIC II Regular
Interest,
the aggregate
amount of any
distributions to the Certificates as reimbursement of such Realized
Losses
on such
Distribution
Date
pursuant
to clause
(ix) in
Section
4.02(c);
provided,
however,
that any amounts
distributed
pursuant to this
paragraph
(d)(i) of
this
definition of “REMIC II
Distribution
Amount” shall not
cause a reduction in the Uncertificated Principal Balances of any
of the REMIC II Regular Interests; and
(ii)
second, to the Class R-II Certificates, any remaining amount.]
[REMIC II
Net WAC Rate:
With
respect to any
Distribution
Date, a per annum rate equal to the weighted
average of (x) with
respect to REMIC I Regular
Interests ending with the designation “B”, the weighted
average of
the
Uncertificated
REMIC I Pass-Through
Rates for such REMIC I Regular
Interests,
weighted on the basis of the
Uncertificated
Principal
Balance of such REMIC I Regular
Interests
for each such
Distribution
Date,
(y) with
respect to REMIC I Regular
Interest A-I, the
Uncertificated
REMIC I
Pass-Through
Rate for such REMIC I Regular
Interest,
and (z)
with
respect
to
REMIC I
Regular
Interests
ending
with
the
designation
“A”,
for
each
Distribution
Date listed
below,
the
weighted
average of the rates
listed
below for each such REMIC I Regular
Interest listed below,
weighted on the basis of the Uncertificated
Principal Balance of each such REMIC I Regular
Interest for each such Distribution Date:
Distribution Date
REMIC I Regular Interest
Rate
[1]
[I-1-A through I-49-A]
[2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[2]
[I-2-A through I-49-A]
[2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A]
[Uncertificated REMIC I Pass-Through Rate]
[3]
[I-3-A through I-49-A]
[2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A and I-2-A]
[Uncertificated REMIC I Pass-Through Rate]
[4]
[I-4-A through I-49-A]
[2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-3-A]
[Uncertificated REMIC I Pass-Through Rate]
[5]
[I-5-A through I-49-A]
[2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-4-A]
[Uncertificated REMIC I Pass-Through Rate]
[6]
[I-6-A through I-49-A]
[2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-5-A]
[Uncertificated REMIC I Pass-Through Rate]
[7]
[I-7-A through I-49-A]
[2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-6-A]
[Uncertificated REMIC I Pass-Through Rate]
[8]
[I-8-A through I-49-A]
[2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-7-A]
[Uncertificated REMIC I Pass-Through Rate]
[9]
[I-9-A through I-49-A]
[2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-8-A]
[Uncertificated REMIC I Pass-Through Rate]
[10]
[I-10-A through I-49-A]
[2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-9-A]
[Uncertificated REMIC I Pass-Through Rate]
[11]
[I-11-A through I-49-A]
[2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-10-A]
[Uncertificated REMIC I Pass-Through Rate]
[12]
[I-12-A through I-49-A]
[2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-11-A]
[Uncertificated REMIC I Pass-Through Rate]
[13]
[I-13-A through I-49-A]
[2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-12-A]
[Uncertificated REMIC I Pass-Through Rate]
[14]
[I-14-A through I-49-A]
[2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-13-A]
[Uncertificated REMIC I Pass-Through Rate]
[15]
[I-15-A through I-49-A]
[2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-14-A]
[Uncertificated REMIC I Pass-Through Rate]
[16]
[I-16-A through I-49-A]
[2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-15-A]
[Uncertificated REMIC I Pass-Through Rate]
[17]
[I-17-A through I-49-A]
[2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-16-A]
[Uncertificated REMIC I Pass-Through Rate]
[18]
[I-18-A through I-49-A]
[2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-17-A]
[Uncertificated REMIC I Pass-Through Rate]
[19]
[I-19-A through I-49-A]
[2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-18-A]
[Uncertificated REMIC I Pass-Through Rate]
[20]
[I-20-A through I-49-A]
[2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-19-A]
[Uncertificated REMIC I Pass-Through Rate]
[21]
[I-21-A through I-49-A]
[2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-20-A]
[Uncertificated REMIC I Pass-Through Rate]
[22]
[I-22-A through I-49-A]
[2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-21-A]
[Uncertificated REMIC I Pass-Through Rate]
[23]
[I-23-A through I-49-A]
[2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-22-A]
[Uncertificated REMIC I Pass-Through Rate]
[24]
[I-24-A through I-49-A]
[2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-23-A]
[Uncertificated REMIC I Pass-Through Rate]
[25]
[I-25-A through I-49-A]
[2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-24-A]
[Uncertificated REMIC I Pass-Through Rate]
[26]
[I-26-A through I-49-A]
[2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-25-A]
[Uncertificated REMIC I Pass-Through Rate]
[27]
[I-27-A through I-49-A]
[2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-26-A]
[Uncertificated REMIC I Pass-Through Rate]
[28]
[I-28-A through I-49-A]
[2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-27-A]
[Uncertificated REMIC I Pass-Through Rate]
[29]
[I-29-A through I-49-A]
[2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-28-A]
[Uncertificated REMIC I Pass-Through Rate]
[30]
[I-30-A through I-49-A]
[2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-29-A]
[Uncertificated REMIC I Pass-Through Rate]
[31]
[I-31-A through I-49-A]
[2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-30-A]
[Uncertificated REMIC I Pass-Through Rate]
[32]
[I-32-A through I-49-A]
[2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-31-A]
[Uncertificated REMIC I Pass-Through Rate]
[33]
[I-33-A through I-49-A]
[2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-32-A]
[Uncertificated REMIC I Pass-Through Rate]
[34]
[I-34-A through I-49-A]
[2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-33-A]
[Uncertificated REMIC I Pass-Through Rate]
[35]
[I-35-A through I-49-A]
[2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-34-A]
[Uncertificated REMIC I Pass-Through Rate]
[36]
[I-36-A through I-49-A]
[2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-35-A]
[Uncertificated REMIC I Pass-Through Rate]
[37]
[I-37-A through I-49-A]
[2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-36-A]
[Uncertificated REMIC I Pass-Through Rate]
[38]
[I-38-A through I-49-A]
[2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-37-A]
[Uncertificated REMIC I Pass-Through Rate]
[39]
[I-39-A through I-49-A]
[2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-38-A]
[Uncertificated REMIC I Pass-Through Rate]
[40]
[I-40-A through I-49-A]
[2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-39-A]
[Uncertificated REMIC I Pass-Through Rate]
[41]
[I-41-A through I-49-A]
[2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-40-A]
[Uncertificated REMIC I Pass-Through Rate]
[42]
[I-42-A through I-49-A]
[2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-41-A]
[Uncertificated REMIC I Pass-Through Rate]
[43]
[I-43-A through I-49-A]
[2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-42-A]
[Uncertificated REMIC I Pass-Through Rate]
[44]
[I-44-A through I-49-A]
[2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-43-A]
[Uncertificated REMIC I Pass-Through Rate]
[45]
[I-45-A through I-49-A]
[2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-44-A]
[Uncertificated REMIC I Pass-Through Rate]
[46]
[I-46-A through I-49-A]
[2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-45-A]
[Uncertificated REMIC I Pass-Through Rate]
[47]
[I-47-A through I-49-A]
[2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-46-A]
[Uncertificated REMIC I Pass-Through Rate]
[48]
[I-48-A]
[2 multiplied by Swap LIBOR, subject to a maximum rate of
