<PAGE>
Exhibit 4.1
MERRILL LYNCH MORTGAGE INVESTORS, INC.
Depositor
WELLS FARGO BANK, N.A.
Master Servicer and Securities Administrator
LITTON LOAN SERVICING LP,
Servicer
and
HSBC BANK USA, NATIONAL ASSOCIATION,
Trustee
--------------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of March 1, 2005
--------------------------------------
OWNIT MORTGAGE LOAN TRUST,
MORTGAGE LOAN ASSET-BACKED CERTIFICATES, SERIES 2005-2
<PAGE>
TABLE OF CONTENTS
PAGE
ARTICLE I
DEFINITIONS......................................................1
ARTICLE II CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES....50
SECTION 2.01.
Conveyance of Mortgage Loans.....................50
SECTION 2.02.
Acceptance by the Trustee of the Mortgage
Loans............................................54
SECTION 2.03.
Representations, Warranties and Covenants of
the Depositor....................................55
SECTION 2.04.
Representations and Warranties of the Master
Servicer; Representations and Warranties of
the Servicer; Representations and Warranties
of the Securities Administrator..................59
SECTION 2.05.
Substitutions and Repurchases of Mortgage
Loans which are not "Qualified Mortgages.".......62
SECTION 2.06.
Authentication and Delivery of Certificates......63
SECTION 2.07. REMIC
Elections..................................63
SECTION 2.08.
[RESERVED].......................................66
SECTION 2.09.
Covenants of the Servicer........................66
SECTION 2.10.
Consequence of Subsequent Mortgage Loans.........66
SECTION 2.11.
Permitted Activities of the Trust................66
SECTION 2.12.
Qualifying Special Purpose Entity................66
ARTICLE III ADMINISTRATION AND SERVICING OF
MORTGAGE LOANS..................67
SECTION 3.01. Servicer
to Service Mortgage Loans...............67
SECTION 3.02.
Servicing and Subservicing; Enforcement of
the Obligations of Servicer......................69
SECTION 3.03. Rights
of the Depositor, the Securities
Administrator and the Trustee in Respect of
the Servicer.....................................69
SECTION 3.04. Master
Servicer to Act as Servicer...............69
SECTION 3.05.
Collection of Mortgage Loan Payments;
Collection Account; Certificate Account..........70
SECTION 3.06.
Collection of Taxes, Assessments and Similar
Items; Escrow Accounts...........................74
SECTION 3.07. Access
to Certain Documentation and
Information Regarding the Mortgage Loans.........74
SECTION 3.08.
Permitted Withdrawals from the Collection
Account and Certificate Account..................75
SECTION 3.09.
[RESERVED].......................................77
SECTION 3.10.
Maintenance of Hazard Insurance..................77
SECTION 3.11.
Enforcement of Due-On-Sale Clauses;
Assumption Agreements............................78
SECTION 3.12.
Realization Upon Defaulted Mortgage Loans;
Determination of Excess Proceeds.................79
SECTION 3.13. Trustee
to Cooperate; Release of Mortgage
Files............................................82
SECTION 3.14.
Documents, Records and Funds in Possession
of Servicer to be Held for the Trustee...........84
SECTION 3.15.
Servicing Compensation...........................84
SECTION 3.16. Access
to Certain Documentation..................84
<PAGE>
TABLE OF CONTENTS
(continued)
PAGE
SECTION 3.17. Annual
Statement as to Compliance................85
SECTION 3.18. Annual
Independent Public Accountants'
Servicing Statement; Financial Statements........85
SECTION 3.19. Rights
of the NIMs Insurer.......................85
SECTION 3.20.
[RESERVED].......................................85
SECTION 3.21. Annual
Certificate by Securities
Administrator....................................85
SECTION 3.22. Annual
Certificate by Servicer...................86
SECTION 3.23.
Prepayment Charge Reporting Requirements.........86
SECTION 3.24.
Statements to Securities Administrator...........87
SECTION 3.25.
Indemnification..................................87
SECTION 3.26.
Nonsolicitation..................................89
ARTICLE IV
DISTRIBUTIONS...................................................89
SECTION 4.01.
Advances.........................................89
SECTION 4.02.
Reduction of Servicing Compensation in
Connection with Prepayment Interest
Shortfalls.......................................90
SECTION 4.03.
Distributions on the REMIC Interests.............90
SECTION 4.04.
Distributions....................................90
SECTION 4.05. Monthly
Statements to Certificateholders.........97
SECTION 4.06.
Pre-Funding Account................................
SECTION 4.07. Capital
View Interest Account......................
ARTICLE V THE
CERTIFICATES...............................................100
SECTION 5.01. The
Certificates................................100
SECTION 5.02.
Certificate Register; Registration of
Transfer and Exchange of Certificates...........101
SECTION 5.03.
Mutilated, Destroyed, Lost or Stolen
Certificates....................................105
SECTION 5.04. Persons
Deemed Owners...........................105
SECTION 5.05. Access
to List of Certificateholders' Names
and Addresses...................................105
SECTION 5.06.
Book-Entry Certificates.........................106
SECTION 5.07. Notices
to Depository...........................106
SECTION 5.08.
Definitive Certificates.........................107
SECTION 5.09.
Maintenance of Office or Agency.................107
ARTICLE VI THE DEPOSITOR, THE MASTER
SERVICER, THE SERVICER AND THE
SECURITIES
ADMINISTRATOR.......................................107
SECTION 6.01.
Respective Liabilities of the Depositor, the
Master Servicer, the Servicer and the
Securities Administrator........................107
SECTION 6.02. Merger
or Consolidation of the Depositor,
the Master Servicer, the Servicer or the
Securities Administrator........................107
SECTION 6.03.
Limitation on Liability of the Depositor,
the Securities Administrator, the Master
Servicer, the Servicer and Others...............108
SECTION 6.04.
Limitation on Resignation of Servicer...........109
SECTION 6.05. Errors
and Omissions Insurance; Fidelity
Bonds...........................................110
SECTION 6.06.
Limitation on Resignation of the Master
Servicer........................................110
SECTION 6.07.
Assignment of Master Servicing..................110
<PAGE>
TABLE OF CONTENTS
(continued)
PAGE
ARTICLE VII DEFAULT; TERMINATION OF
SERVICER...............................111
SECTION 7.01. Events
of Default...............................111
SECTION 7.02. Servicer
Trigger Event..........................112
SECTION 7.03. Master
Servicer to Act; Appointment of
Successor.......................................113
SECTION 7.04.
Notification to Certificateholders..............114
ARTICLE VIII CONCERNING THE TRUSTEE AND THE
SECURITIES ADMINISTRATOR.......115
SECTION 8.01. Duties
of the Trustee and the Securities
Administrator...................................115
SECTION 8.02. Certain
Matters Affecting the Trustee and
the Securities Administrator....................116
SECTION 8.03. Trustee
and Securities Administrator Not
Liable for Certificates or Mortgage Loans.......117
SECTION 8.04. Trustee
and Securities Administrator May Own
Certificates....................................118
SECTION 8.05.
Trustee's Fees and Expenses.....................118
SECTION 8.06.
Indemnification and Expenses of Trustee.........118
SECTION 8.07.
Eligibility Requirements for Trustee............119
SECTION 8.08.
Resignation and Removal of Trustee..............119
SECTION 8.09.
Successor Trustee...............................120
SECTION 8.10. Merger
or Consolidation of Trustee..............120
SECTION 8.11.
Appointment of Co-Trustee or Separate Trustee...121
SECTION 8.12. Tax
Matters.....................................122
ARTICLE IX
TERMINATION....................................................124
SECTION 9.01.
Termination upon Liquidation or Repurchase
of all Mortgage Loans...........................124
SECTION 9.02. Final
Distribution on the Certificates..........124
SECTION 9.03.
Additional Termination Requirements.............125
ARTICLE X MISCELLANEOUS
PROVISIONS.......................................126
SECTION 10.01.
Amendment.......................................126
SECTION 10.02.
Counterparts....................................128
SECTION 10.03. Governing
Law...................................128
SECTION 10.04. Intention of
Parties............................128
SECTION 10.05.
Notices.........................................128
SECTION 10.06. Severability of
Provisions......................129
SECTION 10.07.
Assignment......................................130
SECTION 10.08. Limitation on Rights of
Certificateholders......130
SECTION 10.09. Inspection and Audit
Rights.....................130
SECTION 10.10. Certificates Nonassessable and Fully
Paid.......131
SECTION 10.11. Third Party
Rights..............................131
SECTION 10.12. Additional Rights of the NIMs
Insurer...........131
SECTION 10.13. Assignment; Sales; Advance
Facilities...........131
ARTICLE XI ADMINISTRATION AND MASTER
SERVICING OF THE MORTGAGE LOANS......133
SECTION 11.01. Master
Servicer.................................133
SECTION 11.02. Monitoring of
Servicer..........................134
SECTION 11.03. Fidelity
Bond...................................135
<PAGE>
TABLE OF CONTENTS
(continued)
PAGE
SECTION 11.04. Power to Act;
Procedures........................135
SECTION 11.05. Documents, Records and Funds in Possession
of Master Servicer To Be Held for Trustee.......136
SECTION 11.06. Trustee to Retain Possession of Certain
Insurance Policies and Documents................137
SECTION 11.07. Compensation for the Master Servicer and the
Securities Administrator........................137
SECTION 11.08. Annual Statement as to
Compliance...............137
SECTION 11.09. Periodic
Filings................................137
SECTION 11.10. Obligation of the Master Servicer in Respect
of Prepayment Interest Shortfalls...............138
<PAGE>
TABLE OF CONTENTS
(continued)
PAGE
EXHIBIT A
FORMS OF CERTIFICATES
EXHIBIT B-1
MORTGAGE LOAN SCHEDULE - MORTGAGE POOL
EXHIBIT B-2
MORTGAGE LOAN SCHEDULE - GROUP ONE MORTGAGE LOANS
EXHIBIT B-3
MORTGAGE LOAN SCHEDULE - GROUP TWO MORTGAGE LOANS
EXHIBIT C
[RESERVED]
EXHIBIT D
FORM OF TRUSTEE CERTIFICATION
EXHIBIT E-1 FORM
OF TRANSFEREE'S LETTER AND AFFIDAVIT
EXHIBIT E-2 FORM
OF TRANSFEROR'S AFFIDAVIT
EXHIBIT F
FORM OF TRANSFEROR CERTIFICATE
EXHIBIT G
FORM OF INVESTMENT LETTER (ACCREDITED INVESTOR)
EXHIBIT H
FORM OF RULE 144A LETTER (QUALIFIED INSTITUTIONAL BUYER)
EXHIBIT I
FORM OF REQUEST FOR RELEASE
EXHIBIT J
FORM OF ADDITION NOTICE
EXHIBIT K
FORM OF OFFICER'S CERTIFICATE OF TRUSTEE
EXHIBIT L
FORM OF OFFICER'S CERTIFICATE OF SERVICER
EXHIBIT M-1 FORM
OF DELINQUENCY REPORT
EXHIBIT M-2 FORM
OF MONTHLY REMITTANCE ADVICE
EXHIBIT M-3 FORM
OF REALIZED LOSS REPORT
EXHIBIT N-1 FORM
OF CLASS A-1 CAP CONTRACT
EXHIBIT N-2 FORM
OF CLASS A-2 CAP CONTRACT
EXHIBIT N-3 FORM
OF SUBORDINATED CERTIFICATE CAP CONTRACT
EXHIBIT O-1
ONE-MONTH LIBOR CAP TABLE - CLASS A-1 CAP CONTRACT
EXHIBIT O-2 ONE
MONTH LIBOR CAP TABLE - CLASS A-2 CAP CONTRACT
EXHIBIT O-3 ONE
MONTH LIBOR CAP TABLE - SUBORDINATED CERTIFICATE CAP
CONTRACT
EXHIBIT P
FORM OF POWER OF ATTORNEY
EXHIBIT Q
FORM OF SUBSEQUENT TRANSFER INSTRUMENT
<PAGE>
POOLING
AND SERVICING AGREEMENT (the "Agreement"), dated as of March 1,
2005, among MERRILL LYNCH MORTGAGE
INVESTORS, INC., a Delaware corporation, as
depositor (the "Depositor"), WELLS FARGO
BANK, N.A, a national banking
association, as master servicer (the
"Master Servicer") and securities
administrator (the "Securities
Administrator"), LITTON LOAN SERVICING LP, a
Delaware limited partnership, as servicer
(the "Servicer") and HSBC BANK USA,
NATIONAL ASSOCIATION, a national banking
association, as trustee (the
"Trustee").
The
Depositor is the owner of the Trust Fund that is hereby conveyed
to
the Trustee in return for the Certificates.
The Trust Fund for federal income
tax purposes will consist of (i) two real
estate mortgage investment conduits,
(ii) the right to receive payments
distributable to the Class P Certificates
pursuant to Section 4.04(b)(i) hereof,
(iii) each Cap Contract and the Cap
Contract Account, (iv) the grantor trusts
described in Section 2.07 hereof and
(v) the Pre-Funding Account and the
Capitalized Interest Account. The Lower Tier
REMIC will consist of all of the assets
constituting the Trust Fund (other than
the assets described in clauses (ii),
(iii), (iv) and (v) above and the Lower
Tier REMIC Regular Interests) and will be
evidenced by the Lower Tier REMIC
Regular Interests (which will be
uncertificated and will represent the "regular
interests" in the Lower Tier REMIC) and the
Class LTR Interest as the single
"residual interest" in the Lower Tier
REMIC. The Trustee will hold the Lower
Tier REMIC Regular Interests. The Upper
Tier REMIC will consist of the Lower
Tier REMIC Regular Interests and will be
evidenced by the REMIC Regular
Interests (which will represent the
"regular interests" in the Upper Tier REMIC)
and the Residual Interest as the single
"residual interest" in the Upper Tier
REMIC. The Class R Certificate will
represent beneficial ownership of the Class
LTR Interest and the Residual Interest. The
"latest possible maturity date" for
federal income tax purposes of all
interests created hereby will be the Latest
Possible Maturity Date.
All
covenants and agreements made by the Transferor in the Transfer
Agreement, by the Seller in the Sale
Agreement and by the Depositor and the
Trustee herein with respect to the Mortgage
Loans and the other property
constituting the Trust Fund are for the
benefit of the Holders from time to time
of the Certificates and, to the extent
provided herein, the NIMs Insurer.
In
consideration of the mutual agreements herein contained, the
Depositor,
the Master Servicer, the Securities
Administrator, the Servicer and the Trustee
hereby agree as follows:
ARTICLE I
DEFINITIONS
Whenever
used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have
the following meanings:
Accepted
Master Servicing Practices: With respect to any Mortgage Loan,
as
applicable, either (x) those customary
mortgage master servicing practices of
prudent master servicing institutions that
master service mortgage loans of the
same type and quality as such Mortgage Loan
in the jurisdiction where the
related Mortgaged Property is located, to
the extent applicable to the Master
Servicer (except in its capacity as
successor to the Servicer), or (y) as
provided in Section 11.01 hereof, but in no
event below the standard set forth
in clause (x) of this definition.
Accepted
Servicing Practices: The Servicer's normal servicing practices,
which will conform to the mortgage
servicing practices of prudent mortgage
lending institutions that service for their
own account mortgage loans of the
same type as the Mortgages Loans in the
jurisdictions in which the related
Mortgaged Properties (or Underlying
Mortgaged Properties in the case of Co-op
Loans) are located.
<PAGE>
Accrual
Period: With respect to each Class of Certificates and the
Lower
Tier REMIC Interests and any Distribution
Date, the period commencing on the
immediately preceding Distribution Date
(or, in the case of the first
Distribution Date, the Closing Date) and
ending on the day immediately preceding
such Distribution Date. All calculations of
interest on each Class of
Certificates and the Lower Tier REMIC
Interests will be made on the basis of the
actual number of days elapsed in the
related Accrual Period and a 360 day year.
Addition
Notice: With respect to the transfer of Subsequent Mortgage
Loans
to the Trust Fund pursuant to Section 2.10,
a notice of the Depositor's
designation of the Subsequent Mortgage
Loans to be sold to the Trust Fund, the
proposed Mortgage Group to which such
Mortgage Loans are to be added, the
proposed Subsequent Cut-off Date, the
proposed Subsequent Transfer Date and the
aggregate Stated Principal Balance of such
Subsequent Mortgage Loans as of the
Subsequent Cut-off Date. The Addition
Notice shall be given to the Servicer, the
Trustee and the Securities Administrator
not later than three Business Days
prior to the related Subsequent Transfer
Date and shall be substantially in the
form of Exhibit J.
Adjustable
Rate Mortgage Loan: A Mortgage Loan identified in the Mortgage
Loan Schedule as having a Mortgage Rate
which is adjustable.
Adjustment
Date: As to each Adjustable Rate Mortgage Loan, each date on
which the related Mortgage Rate is subject
to adjustment, as provided in the
related Mortgage Note.
Advance:
The aggregate of the advances required to be made by the
Servicer
with respect to any Distribution Date
pursuant to Section 4.01, the amount of
any such advances being equal to the sum of
the aggregate amount of all payments
of principal and interest (net of the
Servicing Fee) on the Mortgage Loans that
were due during the applicable Due Period
and not received as of the close of
business on the related Determination Date
(other than the principal portion of
any Balloon Amount), less the aggregate
amount of any such Delinquent payments
that the Servicer has determined would
constitute a Non-Recoverable Advance were
an advance to be made with respect thereto;
provided, however, that with respect
to any Mortgage Loan (x) which is a second
lien Mortgage Loan or (y) that has
been converted to an REO Property, the
obligation to make advances shall be
limited to payments of interest.
Advance
Facility: A financing or other facility as described in Section
10.13.
Advance
Facility Notice: As defined in Section 10.13(b).
Advance
Financing Person: As defined in Section 10.13(a).
Advance
Reimbursement Amount: As defined in Section 10.13(b).
Affiliate:
With respect to any specified Person, any other Person
controlling, controlled by or under common
control with such Person. For the
purposes of this definition, "control"
means the power to direct the management
and policies of a Person, directly or
indirectly, whether through ownership of
voting securities, by contract or
otherwise; and the terms "controlling" and
"controlled" have meanings correlative to
the foregoing.
Aggregate
Certificate Principal Balance: For any date of determination,
the sum of the Class A-1A Certificate
Principal Balance, the Class A-1B
Certificate Principal Balance, the Class
A-2A Certificate Principal Balance, the
Class A-2B Certificate Principal Balance,
the Class A-2C Certificate Principal
Balance, the Class R Certificate Principal
Balance, the Class M-1 Certificate
Principal Balance, the Class M-2
Certificate Principal Balance, the Class M-3
Certificate Principal Balance, the Class
M-4
- 2 -
<PAGE>
Certificate Principal Balance, the Class
M-5 Certificate Principal Balance, the
Class M-6 Certificate Principal Balance,
the Class B-1 Certificate Principal
Balance, the Class B-2 Certificate
Principal Balance, the Class B-3 Certificate
Principal Balance, the Class B-4
Certificate Principal Balance and the Class B-5
Certificate Principal Balance, in each case
as of such date of determination.
Agreement:
This Pooling and Servicing Agreement and any and all amendments
or supplements hereto made in accordance
with the terms herein.
Applied
Realized Loss Amount: With respect to any Distribution Date,
the
amount, if any, by which, the sum of (i)
the Aggregate Certificate Principal
Balance and (ii) the Class C Certificate
Principal Balance after distributions
of principal on such Distribution Date
exceeds the sum of (x) the aggregate
Stated Principal Balance of the Mortgage
Loans as of such Distribution Date and
(y) the amount on deposit in the
Pre-Funding Account as of such Distribution
Date (disregarding income or loss on
investments of amounts on deposit in the
Pre-Funding Account).
Appraised
Value: With respect to a Mortgage Loan the proceeds of which
were used to purchase the related Mortgaged
Property (or the related residential
dwelling unit in the Underlying Mortgaged
Property in the case of a Co-op Loan),
the "Appraised Value" of a Mortgaged
Property (or the related residential
dwelling unit in the Underlying Mortgaged
Property in the case of a Co-op Loan)
is the lesser of (1) the appraised value
based on an appraisal made for the
Seller by an independent fee appraiser at
the time of the origination of the
related Mortgage Loan, and (2) the sales
price of such Mortgaged Property (or
the related residential dwelling unit in
the Underlying Mortgaged Property in
the case of a Co-op Loan) at such time of
origination. With respect to a
Mortgage Loan the proceeds of which were
used to refinance an existing mortgage
loan, the "Appraised Value" is the
appraised value of the Mortgaged Property (or
the related residential dwelling unit in
the Underlying Mortgaged Property in
the case of a Co-op Loan) based upon the
appraisal obtained at the time of
refinancing.
Assignment
of Mortgage: An assignment of the Mortgage, notice of transfer
(or UCC-3 assignment (or equivalent
instrument) with respect to each Co-op Loan)
or equivalent instrument, in recordable
form (except in the case of a Co-op
Loan) (except for the name of the assignee
if such Mortgage Loan is endorsed in
blank), sufficient under the laws of the
jurisdiction where the related
Mortgaged Property (or Underlying Mortgaged
Property, in the case of a Co-op
Loan) is located to reflect of record the
sale and assignment of the Mortgage
Loan to the Trustee, which assignment,
notice of transfer or equivalent
instrument may, if permitted by law, be in
the form of one or more blanket
assignments covering Mortgages secured by
Mortgaged Properties located in the
same county.
Available
Funds Cap: Any of the Class A-1 Available Funds Cap, the Class
A-2 Available Funds Cap or the Subordinated
Certificate Available Funds Cap.
Balloon
Loan: A Mortgage Loan having an original term to stated
maturity
of approximately 10 years which provides
for level monthly payments of principal
and interest based on a 30-year
amortization schedule, with a balloon payment of
the remaining outstanding principal balance
due on such Mortgage Loan at its
stated maturity.
Book-Entry
Certificates: Any of the Certificates that shall be registered
in the name of the Depository or its
nominee, the ownership of which is
reflected on the books of the Depository or
on the books of a Person maintaining
an account with the Depository (directly,
as a "Depository Participant," or
indirectly, as an indirect participant in
accordance with the rules of the
Depository and as described in Section
5.06). As of the Closing Date, each of
the Class A (other than the Class R
Certificate), Class M and Class B
Certificates constitutes a Class of
Book-Entry Certificates.
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<PAGE>
Bring Down
Letter: Those certain letter agreements, dated as of April 17,
2005 between Ownit and the Seller, with
respect to the Initial Mortgage Loans
and with respect to the Subsequent Mortgage
Loans, the date of the related
Subsequent Transfer Instrument.
Business
Day: Any day other than (1) a Saturday or a Sunday, or (2) a
day
on which banking institutions in the State
of California, State of Maryland,
State of Minnesota, State of Texas and in
the City of New York, New York are
authorized or obligated by law or executive
order to be closed.
Cap
Contract: Any of the Class A-1 Cap Contract, the Class A-2 Cap
Contract or the Subordinated Certificate
Cap Contract.
Cap
Contract Account: The separate Eligible Account created and
maintained
by the Securities Administrator pursuant to
Section 4.04(k)(i) in the name of
the Trustee for the benefit of the Trust
Fund and designated "Wells Fargo Bank,
N.A., as securities administrator for HSBC
Bank USA, National Association, as
trustee, in trust for registered holders of
Ownit Mortgage Loan Trust, Mortgage
Loan Asset-Backed Certificates, Series
2005-2." Funds in the Cap Contract
Account shall be held in trust for the
Trust Fund for the uses and purposes set
forth in this Agreement.
Cap
Contract Counterparty: Credit Suisse First Boston
International.
Cap
Contract Notional Balance: Any of the Class A-1 Cap Contract
Notional
Balance, the Class A-2 Cap Contract
Notional Balance or the Subordinated
Certificate Cap Contract Notional
Balance.
Cap
Contract Termination Date: Any of the Class A-1 Cap Contract
Termination Date, the Class A-2 Cap
Contract Termination Date or the
Subordinated Certificate Cap Contract
Termination Date.
Capitalized Interest Account: The account defined in Section 4.07
herein.
Capitalized Interest Amount: The amount paid by the Seller to
the
Securities Administrator for deposit into
the Capitalized Interest Account on
the Closing Date pursuant to Section 4.07,
which amount is $1,566,327.31.
Certificate: Any one of the certificates of any Class executed by
the
Securities Administrator and authenticated
by the Securities Administrator in
substantially the forms attached hereto as
Exhibits A.
Certificate Account: The separate Eligible Account created and
maintained
by the Securities Administrator pursuant to
Section 3.05(e) in the name of the
Trustee for the benefit of the
Certificateholders and designated "Wells Fargo
Bank, N.A., as securities administrator for
HSBC Bank USA, National Association,
as trustee, in trust for registered holders
of Ownit Mortgage Loan Trust,
Mortgage Loan Asset-Backed Certificates,
Series 2005-2." Funds in the
Certificate Account shall be held in trust
for the Certificateholders for the
uses and purposes set forth in this
Agreement.
Certificate Group: Either of Certificate Group One or Certificate
Group
Two.
Certificate Group One: The Class A-1A, Class A-1B and Class R
Certificates. For purposes of Section 2.07
hereof, Certificate Group One shall
be related to Group One.
Certificate Group Two: The Class A-2A, Class A-2B and Class
A-2C
Certificates. For purposes of Section 2.07
hereof, Certificate Group Two shall
be related to Group Two.
Certificate Owner: With respect to a Book-Entry Certificate, the
Person
that is the beneficial owner of such
Book-Entry Certificate.
- 4 -
<PAGE>
Certificate Principal Balance: As to any Certificate and as of
any
Distribution Date, the Initial Certificate
Principal Balance of such Certificate
less the sum of (1) all amounts distributed
with respect to such Certificate in
reduction of the Certificate Principal
Balance thereof on previous Distribution
Dates pursuant to Section 4.04, and (2) any
Applied Realized Loss Amounts
allocated to such Certificate on previous
Distribution Dates pursuant to Section
4.04(i). On each Distribution Date, after
all distributions of principal on such
Distribution Date, a portion of the Class C
Interest Carry Forward Amount in an
amount equal to the excess of the
Overcollateralization Amount on such
Distribution Date over the
Overcollateralization Amount as of the preceding
Distribution Date (or, in the case of the
first Distribution Date, the initial
Overcollateralization Amount (based on the
sum of the Stated Principal Balance
of the Mortgage Loans as of the Cut-Off
Date and the Original Pre-Funded
Amount)) will be added to the aggregate
Certificate Principal Balance of the
Class C Certificates (on a pro rata basis).
Notwithstanding the foregoing on any
Distribution Date relating to a Due Period
in which a Subsequent Recovery has
been received by the Servicer, the
Certificate Principal Balance of any Class of
Certificates then outstanding for which any
Applied Realized Loss Amount has
been allocated will be increased, in order
of seniority, by an amount equal to
the lesser of (i) the Unpaid Realized Loss
Amount for such Class of Certificates
and (ii) the total of any Subsequent
Recovery distributed on such date to the
Certificateholders (reduced by the amount
of the increase in the Certificate
Principal Balance of any more senior Class
of Certificates pursuant to this
sentence on such Distribution Date).
Certificate Register: The register maintained pursuant to Section
5.02
hereof.
Certificateholder or Holder: The Person in whose name a Certificate
is
registered in the Certificate Register
(initially, Cede & Co., as nominee for
the Depository) in the case of any Class of
Regular Certificates or the Class R
Certificate, except that solely for the
purpose of giving any consent pursuant
to this Agreement, any Certificate
registered in the name of the Depositor or
any Affiliate of the Depositor shall be
deemed not to be Outstanding and the
Percentage Interest evidenced thereby shall
not be taken into account in
determining whether the requisite amount of
Percentage Interests necessary to
effect such consent has been obtained;
provided, however, that if any such
Person (including the Depositor) owns 100%
of the Percentage Interests evidenced
by a Class of Certificates, such
Certificates shall be deemed to be Outstanding
for purposes of any provision hereof that
requires the consent of the Holders of
Certificates of a particular Class as a
condition to the taking of any action
hereunder. The Securities Administrator and
the Trustee are entitled to rely
conclusively on a certification of the
Depositor or any Affiliate of the
Depositor in determining which Certificates
are registered in the name of an
Affiliate of the Depositor.
Class:
All Certificates
bearing the same Class designation as set
forth in Section 5.01 hereof.
Class A
Certificate Principal Balance: For any date of determination,
the
sum of the Class A-1A Certificate Principal
Balance, the Class A-1B Certificate
Principal Balance, the Class A-2A
Certificate Principal Balance, the Class A2-B
Certificate Principal Balance, the Class
A-2C Certificate Principal Balance and
the Class R Certificate Principal
Balance.
Class A
Certificates: Any of
the Class A-1 Certificates, the Class A-2
Certificates and the Class R
Certificates.
Class A
Principal Distribution Amount: With respect to any Distribution
Date (1) prior to the Stepdown Date or any
Distribution Date on which a Stepdown
Trigger Event exists, 100% of the Principal
Distribution Amount for such
Distribution Date and (2) on or after the
Stepdown Date where a Stepdown Trigger
Event does not exist, the excess of (A) the
Class A Certificate Principal
Balance immediately prior to such
Distribution Date over (B) the lesser of (i)
56.80% of the Stated Principal Balance of
the Mortgage Loans as of the end of
the immediately preceding Due Period and
(ii) the excess
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of the Stated Principal Balance of the
Mortgage Loans as of the end of the
immediately preceding Due Period over the
Minimum Required Overcollateralization
Amount; provided, however, that in no event
will the Class A Principal
Distribution Amount with respect to any
Distribution Date exceed the aggregate
Certificate Principal Balance of the Class
A Certificates.
Class A-1
Available Funds Cap: With respect to a Distribution Date, the
per annum rate equal to the product of (i)
12, (ii) the quotient of (x) the
total scheduled interest on the Included
Mortgage Loans in Group One based on
the Net Mortgage Rates in effect on the
related Due Date divided by (y) the
aggregate Stated Principal Balance of the
Included Mortgage Loans in Group One
as of the first day of the related Accrual
Period (or, in the case of the first
Distribution Date, as of the Cut-off Date)
and (iii) a fraction, the numerator
of which is 30, and the denominator of
which is the actual number of days in the
related Accrual Period.
Class A-1
Cap Contract: The amended confirmation and agreement and any
related confirmation thereto, between the
Trust Fund or Trustee and the Cap
Contract Counterparty (in the form of
Exhibit N-1 hereto).
Class A-1
Cap Contract Notional Balance: With respect to any Distribution
Date, the Class A-1 Cap Contract Notional
Balance set forth for such
Distribution Date in the Class A-1
One-Month LIBOR Cap Table attached hereto as
Exhibit O-1.
Class A-1
Cap Contract Termination Date: The day after the Distribution
Date in February 2008.
Class A-1
Certificates: Any of the Class A-1A and Class A-1B
Certificates.
Class A-1
Maximum Rate Cap: With respect to a Distribution Date, the per
annum rate, adjusted to reflect the length
of the related Accrual Period, equal
to the weighted average of the maximum
lifetime Net Mortgage Rates on the
Adjustable Rate Mortgage Loans in Group One
and the Net Mortgage Rates on the
Fixed Rate Mortgage Loans in Group One (in
each case, disregarding Mortgage
Loans that are not Included Mortgage
Loans). The Class A-1 Maximum Rate Cap
shall relate to the Class A-1 and Class R
Certificates.
Class A-1
Required Loss Percentage: For any Distribution Date, the
applicable percentage for such Distribution
Date set forth in the following
table:
Distribution Date Occurring In Class A-1
Required Loss Percentage
April 2005 - March 2008
3.00%
April 2008 - March 2009
3.00% with respect to April 2008, plus an
additional 1/12th of 1.75% for each month
thereafter
April 2009 - March 2010
4.75% with respect to April 2009, plus an
additional 1/12th of 1.50% for each month
thereafter
April 2010 - March 2011
6.25% with respect to April 2010, plus an
additional 1/12th of 0.50% for each month
thereafter
April 2011 and thereafter
6.75%
Class A-1
Trigger Event: The situation that exists with respect to any
Distribution Date on or after April 2005,
if (a) the quotient of (1) the
aggregate Stated Principal Balance of all
Group One
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<PAGE>
Mortgage Loans 60 or more days delinquent,
measured on a rolling three-month
basis (including Mortgage Loans in
foreclosure, REO Properties and Mortgage
Loans with respect to which the applicable
mortgagor is in bankruptcy) and (2)
the Stated Principal Balance of all the
Group One Mortgage Loans as of the
preceding Servicer Remittance Date, equals
or exceeds the product of (i) 37.00%
and (ii) the Required Percentage or (b) the
quotient (expressed as a percentage)
of (1) the aggregate Realized Losses
incurred from the Cut-off Date through the
last day of the calendar month preceding
such Distribution Date and (2) the sum
of (x) the aggregate principal balance of
the Group One Mortgage Loans as of the
Cut-off Date and (y) the Group One Original
Pre-Funded Amount exceeds the Class
A-1 Required Loss Percentage
Class A-1
Upper Collar: With respect to each Distribution Date with
respect to which payments are received on
the Class A-1 Cap Contract, a rate
equal to the lesser of One-Month LIBOR and
9.290% per annum.
Class A-1A
Certificate: Any Certificate designated as a "Class A-1A
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class A-1A
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class A-1A Certificates.
Class A-1A
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class A-1A Pass-Through Rate on
the Class A-1A Certificate Principal
Balance as of such Distribution Date plus
the portion of any previous distributions
on such Class in respect of Current
Interest or a Class A-1A Interest Carry
Forward Amount that is recovered as a
voidable preference by a trustee in
bankruptcy, less any Non-Supported Interest
Shortfall allocated on such Distribution
Date to the Class A-1A Certificates.
Class A-1A
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class A-1A
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
A-1A Certificates with respect to interest
on such prior Distribution Dates and
(2) interest on such excess (to the extent
permitted by applicable law) at the
Class A-1A Pass-Through Rate for the
related Accrual Period.
Class A-1A
Margin: As of any Distribution Date up to and including the
Optional Termination Date for the
Certificates, 0.215% per annum and, as of any
Distribution Date after the Optional
Termination Date, 0.430% per annum.
Class A-1A
Pass-Through Rate: For the first Distribution Date, 3.10625%
per annum. As of any Distribution Date
thereafter, the least of (1) One-Month
LIBOR plus the Class A-1A Margin and (2)
the Class A-1 Available Funds Cap for
such Distribution Date.
Class A-1B
Certificate: Any Certificate designated as a "Class A-1B
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class A-1B
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class A-1B Certificates.
Class A-1B
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class A-1B Pass-Through Rate on
the Class A-1B Certificate Principal
Balance as of such Distribution Date plus
the portion of any previous distributions
on such Class in respect of Current
Interest or a Class A-1B Interest Carry
Forward Amount that is recovered as a
voidable
- 7 -
<PAGE>
preference by a trustee in bankruptcy, less
any Non-Supported Interest Shortfall
allocated on such Distribution Date to the
Class A-1B Certificates.
Class A-1B
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class A-1B
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
A-1B Certificates with respect to interest
on such prior Distribution Dates and
(2) interest on such excess (to the extent
permitted by applicable law) at the
Class A-1B Pass-Through Rate for the
related Accrual Period.
Class A-1B
Margin: As of any Distribution Date up to and including the
Optional Termination Date for the
Certificates, 0.265% per annum and, as of any
Distribution Date after the Optional
Termination Date, 0.530% per annum.
Class A-1B
Pass-Through Rate: For the first Distribution Date, 3.15625%
per annum. As of any Distribution Date
thereafter, the least of (1) One-Month
LIBOR plus the Class A-1B Margin and (2)
the Class A-1 Available Funds Cap for
such Distribution Date.
Class A-2
Available Funds Cap: With respect to a Distribution Date, the
per annum rate equal to the product of (i)
12, (ii) the quotient of (x) the
total scheduled interest on the Included
Mortgage Loans in Group Two based on
the Net Mortgage Rates in effect on the
related Due Date divided by (y) the
aggregate Stated Principal Balance of the
Included Mortgage Loans in Group Two
as of the first day of the related Accrual
Period (or, in the case of the first
Distribution Date, as of the Cut-off Date)
and (iii) a fraction, the numerator
of which is 30, and the denominator of
which is the actual number of days in the
related Accrual Period.
Class A-2
Cap Contract: The amended confirmation and agreement and any
related confirmation thereto, between the
Trust Fund or Trustee and the Cap
Contract Counterparty (in the form of
Exhibit N-2 hereto).
Class A-2
Cap Contract Notional Balance: With respect to any Distribution
Date, the Class A-2 Cap Contract Notional
Balance set forth for such
Distribution Date in the Class A-2
One-Month LIBOR Cap Table attached hereto as
Exhibit O-2.
Class A-2
Cap Contract Termination Date: The day after the Distribution
Date in February 2008.
Class A-2
Certificates: Any of the Class A-2A, Class A-2B and Class A-2C
Certificates.
Class A-2
Maximum Rate Cap: With respect to a Distribution Date, the per
annum rate, adjusted to reflect the length
of the related Accrual Period, equal
to the weighted average of the maximum
lifetime Net Mortgage Rates on the
Adjustable Rate Mortgage Loans in Group Two
and the Net Mortgage Rates on the
Fixed Rate Mortgage Loans in Group Two (in
each case, disregarding Mortgage
Loans that are not Included Mortgage
Loans). The Class A-2 Maximum Rate Cap
shall relate to the Class A-2
Certificates.
Class A-2
Upper Collar: With respect to each Distribution Date with
respect to which payments are received on
the Class A-2 Cap Contract, a rate
equal to the lesser of One-Month LIBOR and
9.300% per annum.
Class A-2A
Certificate: Any Certificate designated as a "Class A-2A
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
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<PAGE>
Class A-2A
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class A-2A Certificates.
Class A-2A
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class A-2A Pass-Through Rate on
the Class A-2A Certificate Principal
Balance as of such Distribution Date plus
the portion of any previous distributions
on such Class in respect of Current
Interest or a Class A-2A Interest Carry
Forward Amount that is recovered as a
voidable preference by a trustee in
bankruptcy, less any Non-Supported Interest
Shortfall allocated on such Distribution
Date to the Class A-2A Certificates.
For purposes of calculating interest,
principal distributions on a Distribution
Date will be deemed to have been made on
the first day of the Accrual Period in
which such Distribution Date occurs.
Class A-2A
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class A-2A
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
A-2A Certificates with respect to interest
on such prior Distribution Dates and
(2) interest on such excess (to the extent
permitted by applicable law) at the
Class A-2A Pass-Through Rate for the
related Accrual Period.
Class A-2A
Margin: As of any Distribution Date up to and including the
Optional Termination Date for the
Certificates, 0.110% per annum and, as of any
Distribution Date after the Optional
Termination Date, 0.220% per annum.
Class A-2A
Pass-Through Rate: For the first Distribution Date, 3.00125%
per annum. As of any Distribution Date
thereafter, the least of (1) One-Month
LIBOR plus the Class A-2A Margin and (2)
the Class A-2 Available Funds Cap for
such Distribution Date.
Class A-2B
Certificate: Any Certificate designated as a "Class A-2B
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class A-2B
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class A-2B Certificates.
Class A-2B
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class A-2B Pass-Through Rate on
the Class A-2B Certificate Principal
Balance as of such Distribution Date plus
the portion of any previous distributions
on such Class in respect of Current
Interest or a Class A-2B Interest Carry
Forward Amount that is recovered as a
voidable preference by a trustee in
bankruptcy, less any Non-Supported Interest
Shortfall allocated on such Distribution
Date to the Class A-2B Certificates.
For purposes of calculating interest,
principal distributions on a Distribution
Date will be deemed to have been made on
the first day of the Accrual Period in
which such Distribution Date occurs.
Class A-2B
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class A-2B
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
A-2B Certificates with respect to interest
on such prior Distribution Dates and
(2) interest on such excess (to the extent
permitted by applicable law) at the
Class A-2B Pass-Through Rate for the
related Accrual Period.
Class A-2B
Margin: As of any Distribution Date up to and including the
Optional Termination Date for the
Certificates, 0.200% per annum and, as of any
Distribution Date after the Optional
Termination Date, 0.400% per annum.
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<PAGE>
Class A-2B Pass-Through Rate: For
the first Distribution Date, 3.09125%
per annum. As of any Distribution Date
thereafter, the least of (1) One-Month
LIBOR plus the Class A-2B Margin and (2)
the Class A-2 Available Funds Cap for
such Distribution Date.
Class A-2C
Certificate: Any Certificate designated as a "Class A-2C
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class A-2C
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class A-2C Certificates.
Class A-2C
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class A-2C Pass-Through Rate on
the Class A-2C Certificate Principal
Balance as of such Distribution Date plus
the portion of any previous distributions
on such Class in respect of Class A-2C
Current Interest or a Class A-2C Interest
Carry Forward Amount that is recovered
as a voidable preference by a trustee in
bankruptcy, less any Non-Supported
Interest Shortfall allocated on such
Distribution Date to the Class A-2C
Certificates.
Class A-2C
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class A-2C
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
A-2C Certificates with respect to interest
on such prior Distribution Dates and
(2) interest on such excess (to the extent
permitted by applicable law) at the
Class A-2C Pass-Through Rate for the
related Accrual Period.
Class A-2C
Margin: As of any Distribution Date up to and including the
Optional Termination Date for the
Certificates, 0.300% per annum and, as of any
Distribution Date after the Optional
Termination Date, 0.600% per annum.
Class A-2C
Pass-Through Rate: For the first Distribution Date, 3.19125%
per annum. As of any Distribution Date
thereafter, the least of (1) One-Month
LIBOR plus the Class A-2C Margin and (2)
the Class A-2 Available Funds Cap for
such Distribution Date.
Class B
Certificates: Any of the Class B-1, Class B-2, Class B-3, Class
B-4 or Class B-5 Certificates.
Class B-1
Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts
with respect to the Mortgage Loans
which have been applied to the reduction of
the Certificate Principal Balance of
the Class B-1 Certificates.
Class B-1
Certificate: Any Certificate designated as a "Class B-1
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class B-1
Certificate Principal Balance: As of any date of
determination, the aggregate Certificate
Principal Balance of the Class B-1
Certificates.
Class B-1
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class B-1 Pass-Through Rate on
the Class B-1 Certificate Principal Balance
as of such Distribution Date plus
the portion of any previous distributions
on such Class in respect of Current
Interest or a Class B-1 Interest Carry
Forward Amount that is recovered as a
voidable preference by a trustee in
bankruptcy, less any Non-Supported Interest
Shortfall allocated on such Distribution
Date to the Class B-1 Certificates.
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<PAGE>
Class B-1
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class B-1
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
B-1 Certificates with respect to interest
on such prior Distribution Dates and
(2) interest on such excess (to the extent
permitted by applicable law) at the
Class B-1 Pass-Through Rate for the related
Accrual Period.
Class B-1
Margin: As of any Distribution Date up to and including the
Optional Termination Date for the
Certificates, 1.200% per annum and, as of any
Distribution Date after the Optional
Termination Date, 1.800% per annum.
Class B-1
Pass-Through Rate: For the first Distribution Date, 4.09125%
per
annum. As of any Distribution Date
thereafter, the least of (1) One-Month LIBOR
plus the Class B-1 Margin and (2) the
Subordinated Certificate Available Funds
Cap for such Distribution Date.
Class B-1
Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of
the Principal Distribution Amount
for such Distribution Date if the Class A
Certificate Principal Balance and the
Class M Certificate Principal Balance, have
been reduced to zero and a Stepdown
Trigger Event exists, or as long as a
Stepdown Trigger Event does not exist, the
excess of (1) the sum of (A) the Class A
Certificate Principal Balance (after
taking into account distributions of the
Class A Principal Distribution Amount
on such Distribution Date), (B) the Class
M-1 Certificate Principal Balance
(after taking into account distributions of
the Class M-1 Principal Distribution
Amount on such Distribution Date), (C) the
Class M-2 Certificate Principal
Balance (after taking into account
distributions of the Class M-2 Principal
Distribution Amount on such Distribution
Date), (D) the Class M-3 Certificate
Principal Balance (after taking into
account distributions of the Class M-3
Principal Distribution Amount on such
Distribution Date), (E) the Class M-4
Certificate Principal Balance (after taking
into account distributions of the
Class M-4 Certificate Principal
Distribution Amount on such Distribution Date),
(F) the Class M-5 Certificate Principal
Balance (after taking into account
distributions of the Class M-5 Certificate
Principal Distribution Amount on such
Distribution Date), (G) the Class M-6
Certificate Principal Balance (after
taking into account distributions of the
Class M-6 Certificate Principal
Distribution Amount on such Distribution
Date) and (H) the Class B-1 Certificate
Principal Balance immediately prior to such
Distribution Date over (2) the
lesser of (A) 87.50% of the Stated
Principal Balance of the Mortgage Loans as of
the end of the immediately preceding Due
Period and (B) the excess of the Stated
Principal Balance of the Mortgage Loans as
of the end of the immediately
preceding Due Period over the Minimum
Required Overcollateralization Amount.
Notwithstanding the foregoing, (I) on any
Distribution Date prior to the
Stepdown Date on which the Certificate
Principal Balance of each Class of Class
A Certificates and Class M Certificates has
been reduced to zero, the Class B-1
Principal Distribution Amount will equal
the lesser of (x) the outstanding
Certificate Principal Balance of the Class
B-1 Certificates and (y) 100% of the
Principal Distribution Amount remaining
after any distributions on such Class A
and Class M Certificates and (II) in no
event will the Class B-1 Principal
Distribution Amount with respect to any
Distribution Date exceed the Class B-1
Certificate Principal Balance.
Class B-1
Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class B-1 Applied
Realized Loss Amount over (2) the sum of (x)
all distributions in reduction of the Class
B-1 Unpaid Realized Loss Amounts on
all previous Distribution Dates and (y) all
increases in the Certificate
Principal Balance of such Class B-1
Certificates pursuant to the last sentence
of the definition of "Certificate Principal
Balance."
Class B-2
Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts
with respect to the Mortgage Loans
which have been applied to the reduction of
the Certificate Principal Balance of
the Class B-2 Certificates.
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<PAGE>
Class B-2
Certificate: Any Certificate designated as a "Class B-2
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class B-2
Certificate Principal Balance: As of any date of
determination, the aggregate Certificate
Principal Balance of the Class B-2
Certificates.
Class B-2
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class B-2 Pass-Through Rate on
the Class B-2 Certificate Principal Balance
as of such Distribution Date plus
the portion of any previous distributions
on such Class in respect of Current
Interest or a Class B-2 Interest Carry
Forward Amount that is recovered as a
voidable preference by a trustee in
bankruptcy, less any Non-Supported Interest
Shortfall allocated on such Distribution
Date to the Class B-2 Certificates. For
purposes of calculating interest, principal
distributions on a Distribution Date
will be deemed to have been made on the
first day of the Accrual Period in which
such Distribution Date occurs.
Class B-2
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class B-2
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
B-2 Certificates with respect to interest
on such prior Distribution Dates and
(2) interest on such excess (to the extent
permitted by applicable law) at the
Class B-2 Pass-Through Rate for the related
Accrual Period.
Class B-2
Margin: As of any Distribution Date up to and including the
Optional Termination Date for the
Certificates, 1.350% per annum and, as of any
Distribution Date after the Optional
Termination Date, 2.025% per annum.
Class B-2
Pass-Through Rate: For the first Distribution Date, 4.24125%
per
annum. As of any Distribution Date
thereafter, the least of (1) One-Month LIBOR
plus the Class B-2 Margin and (2) the
Subordinated Certificate Available Funds
Cap for such Distribution Date.
Class B-2
Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of
the Principal Distribution Amount
for such Distribution Date if the Class A
Certificate Principal Balance, the
Class M Certificate Principal Balance and
the Class B-1 Certificate Principal
Balance have been reduced to zero and a
Stepdown Trigger Event exists, or as
long as a Stepdown Trigger Event does not
exist, the excess of (1) the sum of
(A) the Class A Certificate Principal
Balance (after taking into account
distributions of the Class A Principal
Distribution Amount on such Distribution
Date), (B) the Class M-1 Certificate
Principal Balance (after taking into
account distributions of the Class M-1
Principal Distribution Amount on such
Distribution Date), (C) the Class M-2
Certificate Principal Balance (after
taking into account distributions of the
Class M-2 Principal Distribution Amount
on such Distribution Date), (D) the Class
M-3 Certificate Principal Balance
(after taking into account distributions of
the Class M-3 Principal Distribution
Amount on such Distribution Date), (E) the
Class M-4 Certificate Principal
Balance (after taking into account
distributions of the Class M-4 Certificate
Principal Distribution Amount on such
Distribution Date), (F) the Class M-5
Certificate Principal Balance (after taking
into account distributions of the
Class M-5 Certificate Principal
Distribution Amount on such Distribution Date),
(G) the Class M-6 Certificate Principal
Balance (after taking into account
distributions of the Class M-6 Certificate
Principal Distribution Amount on such
Distribution Date), (H) the Class B-1
Certificate Principal Balance (after
taking into account distributions of the
Class B-1 Principal Distribution Amount
on such Distribution Date) and (I) the
Class B-2 Certificate Principal Balance
immediately prior to such Distribution Date
over (2) the lesser of (A) 90.10% of
the Stated Principal Balance of the
Mortgage Loans as of the end of the
immediately preceding Due Period and (B)
the excess of the Stated Principal
Balance of the Mortgage Loans as of the end
of the immediately preceding Due
Period over the Minimum Required
Overcollateralization Amount. Notwithstanding
the
- 12 -
<PAGE>
foregoing, (I) on any Distribution Date
prior to the Stepdown Date on which the
Certificate Principal Balance of each Class
of Class A, Class M and Class B-1
Certificates has been reduced to zero, the
Class B-2 Principal Distribution
Amount will equal the lesser of (x) the
outstanding Certificate Principal
Balance of the Class B-2 Certificates and
(y) 100% of the Principal Distribution
Amount remaining after any distributions on
such Class A, Class M and Class B-1
Certificates and (II) in no event will the
Class B-2 Principal Distribution
Amount with respect to any Distribution
Date exceed the Class B-2 Certificate
Principal Balance.
Class B-2
Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class B-2 Applied
Realized Loss Amount over (2) the sum of (x)
all distributions in reduction of the Class
B-2 Unpaid Realized Loss Amounts on
all previous Distribution Dates and (y) all
increases in the Certificate
Principal Balance of such Class B-2
Certificates pursuant to the last sentence
of the definition of "Certificate Principal
Balance."
Class B-3
Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts
with respect to the Mortgage Loans
which have been applied to the reduction of
the Certificate Principal Balance of
the Class B-3 Certificates.
Class B-3
Certificate: Any Certificate designated as a "Class B-3
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class B-3
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class B-3 Certificates.
Class B-3
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class B-3 Pass-Through Rate on
the Class B-3 Certificate Principal Balance
as of such Distribution Date plus
the portion of any previous distributions
on such Class in respect of Current
Interest or a Class B-3 Interest Carry
Forward Amount that is recovered as a
voidable preference by a trustee in
bankruptcy, less any Non-Supported Interest
Shortfall allocated on such Distribution
Date to the Class B-3 Certificates. For
purposes of calculating interest, principal
distributions on a Distribution Date
will be deemed to have been made on the
first day of the Accrual Period in which
such Distribution Date occurs.
Class B-3
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class B-3
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
B-3 Certificates with respect to interest
on such prior Distribution Dates and
(2) interest on such excess (to the extent
permitted by applicable law) at the
Class B-3 Pass-Through Rate for the related
Accrual Period.
Class B-3
Margin: As of any Distribution Date up to and including the
Optional Termination Date for the
Certificates, 2.000% per annum and, as of any
Distribution Date after the Optional
Termination Date, 3.000% per annum.
Class B-3
Pass-Through Rate: For the first Distribution Date, 4.89125%
per
annum. As of any Distribution Date
thereafter, the least of (1) One-Month LIBOR
plus the Class B-3 Margin and (2) the
Subordinated Certificate Available Funds
Cap for such Distribution Date.
Class B-3
Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of
the Principal Distribution Amount
for such Distribution Date if the Class A
Certificate Principal Balance, the
Class M Certificate Principal Balance, the
Class B-1 Certificate Principal
Balance and the Class B-2 Certificate
Principal Balance have been reduced to
zero and a
- 13 -
<PAGE>
Stepdown Trigger Event exists, or as long
as a Stepdown Trigger Event does not
exist, the excess of (1) the sum of (A) the
Class A Certificate Principal
Balance (after taking into account
distributions of the Class A Principal
Distribution Amount on such Distribution
Date), (B) the Class M-1 Certificate
Principal Balance (after taking into
account distributions of the Class M-1
Principal Distribution Amount on such
Distribution Date), (C) the Class M-2
Certificate Principal Balance (after taking
into account distributions of the
Class M-2 Principal Distribution Amount on
such Distribution Date), (D) the
Class M-3 Certificate Principal Balance
(after taking into account distributions
of the Class M-3 Principal Distribution
Amount on such Distribution Date), (E)
the Class M-4 Certificate Principal Balance
(after taking into account
distributions of the Class M-4 Certificate
Principal Distribution Amount on such
Distribution Date), (F) the Class M-5
Certificate Principal Balance (after
taking into account distributions of the
Class M-5 Certificate Principal
Distribution Amount on such Distribution
Date), (G) the Class M-6 Certificate
Principal Balance (after taking into
account distributions of the Class M-6
Certificate Principal Distribution Amount
on such Distribution Date), (H) the
Class B-1 Certificate Principal Balance
(after taking into account distributions
of the Class B-1 Principal Distribution
Amount on such Distribution Date), (I)
the Class B-2 Certificate Principal Balance
(after taking into account
distributions of the Class B-2 Principal
Distribution Amount on such
Distribution Date) and (J) the Class B-3
Certificate Principal Balance
immediately prior to such Distribution Date
over (2) the lesser of (A) 92.30% of
the Stated Principal Balance of the
Mortgage Loans as of the end of the
immediately preceding Due Period and (B)
the excess of the Stated Principal
Balance of the Mortgage Loans as of the end
of the immediately preceding Due
Period over the Minimum Required
Overcollateralization Amount. Notwithstanding
the foregoing, (I) on any Distribution Date
prior to the Stepdown Date on which
the Certificate Principal Balance of each
Class of Class A, Class M, Class B-1
and Class B-2 Certificates has been reduced
to zero, the Class B-3 Principal
Distribution Amount will equal the lesser
of (x) the outstanding Certificate
Principal Balance of the Class B-3
Certificates and (y) 100% of the Principal
Distribution Amount remaining after any
distributions on such Class A, Class M,
Class B-1 and Class B-2 Certificates and
(II) in no event will the Class B-3
Principal Distribution Amount with respect
to any Distribution Date exceed the
Class B-3 Certificate Principal
Balance.
Class B-3
Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class B-3 Applied
Realized Loss Amount over (2) the sum of (x)
all distributions in reduction of the Class
B-3 Unpaid Realized Loss Amounts on
all previous Distribution Dates and (y) all
increases in the Certificate
Principal Balance of such Class B-3
Certificates pursuant to the last sentence
of the definition of "Certificate Principal
Balance"
Class B-4
Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts
with respect to the Mortgage Loans
which have been applied to the reduction of
the Certificate Principal Balance of
the Class B-4 Certificates.
Class B-4
Certificate: Any Certificate designated as a "Class B-4
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class B-4
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class B-4 Certificates.
Class B-4
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class B-4 Pass-Through Rate on
the Class B-4 Certificate Principal Balance
as of such Distribution Date plus
the portion of any previous distributions
on such Class in respect of Current
Interest or a Class B-4 Interest Carry
Forward Amount that is recovered as a
voidable preference by a trustee in
bankruptcy, less any Non-Supported Interest
Shortfall allocated on such Distribution
Date to the Class B-4 Certificates. For
purposes of calculating interest, principal
distributions on a Distribution Date
- 14 -
<PAGE>
will be deemed to have been made on the
first day of the Accrual Period in which
such Distribution Date occurs.
Class B-4
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class B-4
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
B-4 Certificates with respect to interest
on such prior Distribution Dates and
(2) interest on such excess (to the extent
permitted by applicable law) at the
Class B-4 Pass-Through Rate for the related
Accrual Period.
Class B-4
Margin: As of any Distribution Date up to and including the
Optional Termination Date for the
Certificates, 2.750% per annum, and, as of any
Distribution Date after the Optional
Termination Date, 4.125% per annum.
Class B-4
Pass-Through Rate: For the first Distribution Date, 5.64125%
per
annum. As of any Distribution Date
thereafter, the least of (1) One-Month LIBOR
plus the Class B-4 Margin and (2) the
Subordinated Certificate Available Funds
Cap for such Distribution Date.
Class B-4
Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of
the Principal Distribution Amount
for such Distribution Date if the Class A
Certificate Principal Balance, the
Class M Certificate Principal Balance, the
Class B-1 Certificate Principal
Balance, the Class B-2 Certificate
Principal Balance and the Class B-3
Certificate Principal Balance have been
reduced to zero and a Stepdown Trigger
Event exists, or as long as a Stepdown
Trigger Event does not exist, the excess
of (1) the sum of (A) the Class A
Certificate Principal Balance (after taking
into account distributions of the Class A
Principal Distribution Amount on such
Distribution Date), (B) the Class M-1
Certificate Principal Balance (after
taking into account distributions of the
Class M-1 Principal Distribution Amount
on such Distribution Date), (C) the Class
M-2 Certificate Principal Balance
(after taking into account distributions of
the Class M-2 Principal Distribution
Amount on such Distribution Date), (D) the
Class M-3 Certificate Principal
Balance (after taking into account
distributions of the Class M-3 Principal
Distribution Amount on such Distribution
Date), (E) the Class M-4 Certificate
Principal Balance (after taking into
account distributions of the Class M-4
Certificate Principal Distribution Amount
on such Distribution Date), (F) the
Class M-5 Certificate Principal Balance
(after taking into account distributions
of the Class M-5 Certificate Principal
Distribution Amount on such Distribution
Date), (G) the Class M-6 Certificate
Principal Balance (after taking into
account distributions of the Class M-6
Certificate Principal Distribution Amount
on such Distribution Date), (H) the Class
B-1 Certificate Principal Balance
(after taking into account distributions of
the Class B-1 Principal Distribution
Amount on such Distribution Date), (I) the
Class B-2 Certificate Principal
Balance (after taking into account
distributions of the Class B-2 Principal
Distribution Amount on such Distribution
Date), (J) the Class B-3 Certificate
Principal Balance (after taking into
account distributions of the Class B-3
Principal Distribution Amount on such
Distribution Date) and (K) the Class B-4
Certificate Principal Balance immediately
prior to such Distribution Date over
(2) the lesser of (A) 93.70% of the Stated
Principal Balance of the Mortgage
Loans as of the end of the immediately
preceding Due Period and (B) the excess
of the Stated Principal Balance of the
Mortgage Loans as of the end of the
immediately preceding Due Period over the
Minimum Required Overcollateralization
Amount. Notwithstanding the foregoing, (I)
on any Distribution Date prior to the
Stepdown Date on which the Certificate
Principal Balance of each Class of Class
A, Class M, Class B-1, Class B-2 and Class
B-3 Certificates has been reduced to
zero, the Class B-4 Principal Distribution
Amount will equal the lesser of (x)
the outstanding Certificate Principal
Balance of the Class B-4 Certificates and
(y) 100% of the Principal Distribution
Amount remaining after any distributions
on such Class A, Class M, Class B-1, Class
B-2 and Class B-3 Certificates and
(II) in no event will the Class B-4
Principal Distribution Amount with respect
to any Distribution Date exceed the Class
B-4 Certificate Principal Balance.
- 15 -
<PAGE>
Class B-4
Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class B-4 Applied
Realized Loss Amount over (2) the sum of (x)
all distributions in reduction of the Class
B-4 Unpaid Realized Loss Amounts on
all previous Distribution Dates and (y) all
increases in the Certificate
Principal Balance of such Class B-4
Certificates pursuant to the last sentence
of the definition of "Certificate Principal
Balance."
Class B-5
Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts
with respect to the Mortgage Loans
which have been applied to the reduction of
the Certificate Principal Balance of
the Class B-5 Certificates.
Class B-5
Certificate: Any Certificate designated as a "Class B-5
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class B-5
Certificate Principal Balance: As of any date of
determination, the aggregate Certificate
Principal Balance of the Class B-5
Certificates.
Class B-5
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class B-5 Pass-Through Rate on
the Class B-5 Certificate Principal Balance
as of such Distribution Date plus
the portion of any previous distributions
on such Class in respect of Current
Interest or a Class B-5 Interest Carry
Forward Amount that is recovered as a
voidable preference by a trustee in
bankruptcy, less any Non-Supported Interest
Shortfall allocated on such Distribution
Date to the Class B-5 Certificates. For
purposes of calculating interest, principal
distributions on a Distribution Date
will be deemed to have been made on the
first day of the Accrual Period in which
such Distribution Date occurs.
Class B-5
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class B-5
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
B-5 Certificates with respect to interest
on such prior Distribution Dates and
(2) interest on such excess (to the extent
permitted by applicable law) at the
Class B-5 Pass-Through Rate for the related
Accrual Period.
Class B-5
Margin: As of any Distribution Date up to and including the
Optional Termination Date for the
Certificates, 2.750% per annum, and, as of any
Distribution Date after the Optional
Termination Date, 4.125% per annum.
Class B-5
Pass-Through Rate: For the first Distribution Date 5.64125% per
annum. As of any Distribution Date
thereafter, the least of (1) One-Month LIBOR
plus the Class B-5 Margin and (2) the
Subordinated Certificate Available Funds
Cap for such Distribution Date.
Class B-5
Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of
the Principal Distribution Amount
for such Distribution Date if the Class A
Certificate Principal Balance, the
Class M Certificate Principal Balance, the
Class B-1 Certificate Principal
Balance, the Class B-2 Certificate
Principal Balance, the Class B-3 Certificate
Principal Balance and the Class B-4
Certificate Principal Balance have been
reduced to zero and a Stepdown Trigger
Event exists, or as long as a Stepdown
Trigger Event does not exist, the excess of
(1) the sum of (A) the Class A
Certificate Principal Balance (after taking
into account distributions of the
Class A Principal Distribution Amount on
such Distribution Date), (B) the Class
M-1 Certificate Principal Balance (after
taking into account distributions of
the Class M-1 Principal Distribution Amount
on such Distribution Date), (C) the
Class M-2 Certificate Principal Balance
(after taking into account distributions
of the Class M-2 Principal Distribution
Amount on such Distribution Date), (D)
the Class M-3 Certificate Principal Balance
(after taking into account
distributions of the Class M-3 Principal
Distribution Amount on such
Distribution
- 16 -
<PAGE>
Date), (E) the Class M-4 Certificate
Principal Balance (after taking into
account distributions of the Class M-4
Certificate Principal Distribution Amount
on such Distribution Date), (F) the Class
M-5 Certificate Principal Balance
(after taking into account distributions of
the Class M-5 Certificate Principal
Distribution Amount on such Distribution
Date), (G) the Class M-6 Certificate
Principal Balance (after taking into
account distributions of the Class M-6
Certificate Principal Distribution Amount
on such Distribution Date), (H) the
Class B-1 Certificate Principal Balance
(after taking into account distributions
of the Class B-1 Principal Distribution
Amount on such Distribution Date), (I)
the Class B-2 Certificate Principal Balance
(after taking into account
distributions of the Class B-2 Principal
Distribution Amount on such
Distribution Date), (J) the Class B-3
Certificate Principal Balance (after
taking into account distributions of the
Class B-3 Principal Distribution Amount
on such Distribution Date), (K) the Class
B-4 Certificate Principal Balance
(after taking into account distributions of
the Class B-4 Principal Distribution
Amount on such Distribution Date) and (L)
the Class B-5 Certificate Principal
Balance immediately prior to such
Distribution Date over (2) the lesser of (A)
95.70% of the Stated Principal Balance of
the Mortgage Loans as of the end of
the immediately preceding Due Period and
(B) the excess of the Stated Principal
Balance of the Mortgage Loans as of the end
of the immediately preceding Due
Period over the Minimum Required
Overcollateralization Amount. Notwithstanding
the foregoing, (I) on any Distribution Date
prior to the Stepdown Date on which
the Certificate Principal Balance of each
Class of Class A, Class M, Class B-1,
Class B-2, Class B-3 and Class B-4
Certificates has been reduced to zero, the
Class B-5 Principal Distribution Amount
will equal the lesser of (x) the
outstanding Certificate Principal Balance
of the Class B-5 Certificates and (y)
100% of the Principal Distribution Amount
remaining after any distributions on
such Class A, Class M, Class B-1, Class
B-2, Class B-3 and Class B-4
Certificates and (II) in no event will the
Class B-5 Principal Distribution
Amount with respect to any Distribution
Date exceed the Class B-5 Certificate
Principal Balance.
Class B-5
Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class B-5 Applied
Realized Loss Amount over (2) the sum of (x)
all distributions in reduction of the Class
B-5 Unpaid Realized Loss Amounts on
all previous Distribution Dates and (y) all
increases in the Certificate
Principal Balance of such Class B-5
Certificates pursuant to the last sentence
of the definition of "Certificate Principal
Balance."
Class C
Applied Realized Loss Amount: As of any Distribution Date, the
sum
of all Applied Realized Loss Amounts with
respect to the Mortgage Loans which
have been applied to the reduction of the
Certificate Principal Balance of the
Class C Certificates.
Class C
Certificate: Any Certificate designated as a "Class C
Certificate"
on the face thereof, in the form of Exhibit
A hereto, representing the right to
distributions as set forth herein.
Class C
Certificate Principal Balance: As of any date of
determination, the aggregate Certificate
Principal Balance of the Class C
Certificates.
Class C
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class C Distributable Interest
Rate on a notional amount equal to 99.95%
of the aggregate principal balance of
the Lower Tier REMIC Regular Interests
immediately prior to such Distribution
Date (such amount of interest representing
a "specified portion" (within the
meaning of Treasury Regulations Section
1.860G-1(a)(2)(i)(C)) of interest
payments on the Lower Tier REMIC Regular
Interests (other than the Class LTII1B
Interest and the Class LTII2B Interest)),
plus the interest portion of any
previous distributions on such Class that
is recovered as a voidable preference
by a trustee in bankruptcy, less any
Non-Supported Interest Shortfall allocated
on such Distribution Date to the Class C
Certificates.
- 17 -
<PAGE>
Class C
Distributable Interest Rate: The excess, if any, of (a) the
weighted average of the interest rates on
the Lower Tier REMIC Regular Interests
over (b) two times the weighted average of
the interest rates on the Lower Tier
REMIC I Marker Interests and the Class LTIX
Interest (treating for purposes of
this clause (b) the interest rate on each
of the Lower Tier REMIC I Marker
Interests as being subject to a cap and a
floor equal to the interest rate of
the Corresponding Certificates and treating
the Class LTIX Interest as being
capped at zero). The averages described in
the preceding sentence shall be
weighted on the basis of the respective
principal balances of the Lower Tier
REMIC Regular Interests immediately prior
to any date of determination.
Class C
Interest Carry Forward Amount: As of any Distribution Date, the
excess of (A) the Class C Current Interest
with respect to prior Distribution
Dates over (B) the amount actually
distributed to the Class C Certificates with
respect to interest on such prior
Distribution Dates or added to the aggregate
Certificate Principal Balance of the Class
C Certificates.
Class C
Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class C Applied Realized
Loss Amount over (2) the sum of (x)
all distributions in reduction of the Class
C Unpaid Realized Loss Amounts on
all previous Distribution Dates and (y) all
increases in the Certificate
Principal Balance of such Class C
Certificates pursuant to the last sentence of
the definition of "Certificate Principal
Balance."
Class
LTA-1A Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal
balance equal to 1/4 of the initial
principal balance of its Corresponding
Certificates and an interest rate equal
to the Net Rate.
Class
LTA-1B Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal
balance equal to 1/4 of the initial
principal balance of its Corresponding
Certificate and an interest rate equal to
the Net Rate.
Class
LTA-2A Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal
balance equal to 1/4 of the initial
principal balance of its Corresponding
Certificate and an interest rate equal to
the Net Rate.
Class
LTA-2B Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal
balance equal to 1/4 of the initial
principal balance of its Corresponding
Certificate and an interest rate equal to
the Net Rate.
Class
LTA-2C Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal
balance equal to 1/4 of the initial
principal balance of its Corresponding
Certificate and an interest rate equal to
the Net Rate.
Class
LTB-1 Interest: An uncertificated regular interest in the Lower
Tier
REMIC with an initial principal balance
equal to 1/4 of the initial principal
balance of its Corresponding Certificate
and an interest rate equal to the Net
Rate.
Class
LTB-2 Interest: An uncertificated regular interest in the Lower
Tier
REMIC with an initial principal balance
equal to 1/4 of the initial principal
balance of its Corresponding Certificate
and an interest rate equal to the Net
Rate.
Class
LTB-3 Interest: An uncertificated regular interest in the Lower
Tier
REMIC with an initial principal balance
equal to 1/4 of the initial principal
balance of its Corresponding Certificate
and an interest rate equal to the Net
Rate.
- 18 -
<PAGE>
Class
LTB-4 Interest: An uncertificated regular interest in the Lower
Tier
REMIC with an initial principal balance
equal to 1/4 of the initial principal
balance of its Corresponding Certificate
and an interest rate equal to the Net
Rate.
Class
LTB-5 Interest: An uncertificated regular interest in the Lower
Tier
REMIC with an initial principal balance
equal to 1/4 of the initial principal
balance of its Corresponding Certificate
and an interest rate equal to the Net
Rate.
Class LTIX
Interest: An uncertificated regular interest in the Lower Tier
REMIC with an initial principal balance
equal to the excess of (i) 50% of the
sum of (A) the aggregate Cut-off Date
Principal Balance of the Mortgage Loans
and (B) the Original Pre-Funded Amount over
(ii) the initial principal balance
of the Lower Tier REMIC I Marker Interests,
and with an interest rate equal to
the Net Rate.
Class
LTIIX Interest: An uncertificated regular interest in the Lower
Tier
REMIC with an initial principal balance
equal to the excess of (i) 50% of the
sum of (A) the aggregate Cut-off Date
Principal Balance of the Mortgage Loans
and (B) the Original Pre-Funded Amount over
(ii) the initial principal balance
of the Lower Tier REMIC II Marker
Interests, and with an interest rate equal to
the Net Rate.
Class
LTII1A Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal
balance equal to 0.05% of the excess of (i)
the sum of (A) the aggregate Cut-off Date
Principal Balance of the Group One
Mortgage Loans and (B) the Group One
Original Pre-Funded Amount over (ii) the
aggregate of the initial Certificate
Principal Balances of Certificate Group
One, and with an interest rate equal to the
Net Rate.
Class
LTII1B Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal
balance equal to 0.05% of the sum of (A)
the aggregate Cut-off Date Principal
Balance of the Group One Mortgage Loans and
(B) the Group One Original Pre-Funded
Amount, and with an interest rate equal to
the Class A-1 Available Funds Cap.
Class
LTII2A Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal
balance equal to 0.05% of the excess of (i)
the sum of (A) the aggregate Cut-off Date
Principal Balance of the Group Two
Mortgage Loans and (B) the Group Two
Original Pre-Funded Amount over (ii) the
aggregate of the initial Certificate
Principal Balances of Certificate Group
Two, and with an interest rate equal to the
Net Rate.
Class
LTII2B Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal
balance equal to 0.05% of the sum of (A)
the aggregate Cut-off Date Principal
Balance of the Group Two Mortgage Loans and
(B) the Group Two Original Pre-Funded
Amount, and with an interest rate equal to
the Class A-2 Available Funds Cap.
Class
LTM-1 Interest: An uncertificated regular interest in the Lower
Tier
REMIC with an initial principal balance
equal to 1/4 of the initial principal
balance of its Corresponding Certificate
and an interest rate equal to the Net
Rate.
Class
LTM-2 Interest: An uncertificated regular interest in the Lower
Tier
REMIC with an initial principal balance
equal to 1/4 of the initial principal
balance of its Corresponding Certificate
and an interest rate equal to the Net
Rate.
Class
LTM-3 Interest: An uncertificated regular interest in the Lower
Tier
REMIC with an initial principal balance
equal to 1/4 of the initial principal
balance of its Corresponding Certificate
and an interest rate equal to the Net
Rate.
- 19 -
<PAGE>
Class LTM-4 Interest: An
uncertificated regular interest in the Lower Tier
REMIC with an initial principal balance
equal to 1/4 of the initial principal
balance of its Corresponding Certificate
and an interest rate equal to the Net
Rate.
Class
LTM-5 Interest: An uncertificated regular interest in the Lower
Tier
REMIC with an initial principal balance
equal to 1/4 of the initial principal
balance of its Corresponding Certificate
and an interest rate equal to the Net
Rate.
Class
LTM-6 Interest: An uncertificated regular interest in the Lower
Tier
REMIC with an initial principal balance
equal to 1/4 of the initial principal
balance of its Corresponding Certificate
and an interest rate equal to the Net
Rate.
Class LTR
Interest: The sole class of "residual interest" in the Lower
Tier REMIC.
Class M
Certificates: Any of the Class M-1, Class M-2, Class M-3, Class
M-4, Class M-5 and Class M-6
Certificates.
Class M
Certificate Principal Balance: For any date of determination,
the
sum of the Class M-1 Certificate Principal
Balance, Class M-2 Certificate
Principal Balance, Class M-3 Certificate
Principal Balance, Class M-4
Certificate Principal Balance, Class M-5
Certificate Principal Balance and the
Class M-6 Certificate Principal
Balance.
Class M-1
Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts
with respect to the Mortgage Loans
which have been applied to the reduction of
the Certificate Principal Balance of
the Class M-1 Certificates.
Class M-1
Certificate: Any Certificate designated as a "Class M-1
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class M-1
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class M-1 Certificates.
Class M-1
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class M-1 Pass-Through Rate on
the Class M-1 Certificate Principal Balance
as of such Distribution Date plus
the portion of any previous distributions
on such Class in respect of Current
Interest or Class M-1 Interest Carry
Forward Amount that is recovered as a
voidable preference by a trustee in
bankruptcy, less any Non-Supported Interest
Shortfall allocated on such Distribution
Date to the Class M-1 Certificates.
Class M-1
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class M-1
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
M-1 Certificates with respect to interest
on such prior Distribution Dates and
(2) interest on such excess (to the extent
permitted by applicable law) at the
Class M-1 Pass-Through Rate for the related
Accrual Period.
Class M-1
Margin: As of any Distribution Date up to and including the
Optional Termination Date for the
Certificates, 0.420% per annum and, as of any
Distribution Date after the Optional
Termination Date, 0.630% per annum.
- 20 -
<PAGE>
Class M-1
Pass-Through Rate: For the first Distribution Date, 3.31125%
per
annum. As of any Distribution Date
thereafter, the least of (1) One-Month LIBOR
plus the Class M-1 Margin and (2) the
Subordinated Certificate Available Funds
Cap for such Distribution Date.
Class M-1
Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of
the Principal Distribution Amount
for such Distribution Date if the Class A
Certificate Principal Balance has been
reduced to zero and a Stepdown Trigger
Event exists, or as long as a Stepdown
Trigger Event does not exist, the excess of
(1) the sum of (A) the Class A
Certificate Principal Balance (after taking
into account distributions of the
Class A Principal Distribution Amount on
such Distribution Date) and (B) the
Class M-1 Certificate Principal Balance
immediately prior to such Distribution
Date over (2) the lesser of (A) 64.10% of
the Stated Principal Balances of the
Mortgage Loans as of the end of the
immediately preceding Due Period and (B) the
excess of the Stated Principal Balances for
the Mortgage Loans as of the end of
the immediately preceding Due Period over
the Minimum Required
Overcollateralization Amount.
Notwithstanding the foregoing, (I) on any
Distribution Date prior to the Stepdown
Date on which the Certificate Principal
Balance of each Class of Class A
Certificates has been reduced to zero, the
Class M-1 Principal Distribution Amount
will equal the lesser of (x) the
outstanding Certificate Principal Balance
of the Class M-1 Certificates and (y)
100% of the Principal Distribution Amount
remaining after any distributions on
such Class A Certificates and (II) in no
event will the Class M-1 Principal
Distribution Amount with respect to any
Distribution Date exceed the Class M-1
Certificate Principal Balance.
Class M-1
Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class M-1 Applied
Realized Loss Amount over (2) the sum of (x)
all distributions in reduction of the Class
M-1 Unpaid Realized Loss Amounts on
all previous Distribution Dates and (y) all
increases in the Certificate
Principal Balance of such Class M-1
Certificates pursuant to the last sentence
of the definition of "Certificate Principal
Balance."
Class M-2
Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts
with respect to the Mortgage Loans
which have been applied to the reduction of
the Certificate Principal Balance of
the Class M-2 Certificates.
Class M-2
Certificate: Any Certificate designated as a "Class M-2
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class M-2
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class M-2 Certificates.
Class M-2
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class M-2 Pass-Through Rate on
the Class M-2 Certificate Principal Balance
as of such Distribution Date plus
the portion of any previous distributions
on such Class in respect of Current
Interest or Class M-2 Interest Carry
Forward Amount that is recovered as a
voidable preference by a trustee in
bankruptcy, less any Non-Supported Interest
Shortfall allocated on such Distribution
Date to the Class M-2 Certificates.
Class M-2
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class M-2
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
M-2 Certificates with respect to interest
on such prior Distribution Dates and
(2) interest on such excess (to the extent
permitted by applicable law) at the
Class M-2 Pass-Through Rate for the related
Accrual Period.
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<PAGE>
Class M-2
Margin: As of any Distribution Date up to and including the
Optional Termination Date for the
Certificates, 0.450% per annum and, as of any
Distribution Date after the Optional
Termination Date, 0.675% per annum.
Class M-2
Pass-Through Rate: For the first Distribution Date, 3.34125%
per
annum. As of any Distribution Date
thereafter, the least of (1) One-Month LIBOR
plus the Class M-2 Margin and (2) the
Subordinated Certificate Available Funds
Cap for such Distribution Date.
Class M-2
Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of
the Principal Distribution Amount
for such Distribution Date if the Class A
Certificate Principal Balance and the
Class M-1 Certificate Principal Balance
have been reduced to zero and a Stepdown
Trigger Event exists, or as long as a
Stepdown Trigger Event does not exist, the
excess of (1) the sum of (A) the Class A
Certificate Principal Balance (after
taking into account distributions of the
Class A Principal Distribution Amount
on such Distribution Date), (B) the Class
M-1 Certificate Principal Balance
(after taking into account distributions of
the Class M-1 Principal Distribution
Amount on such Distribution Date) and (C)
the Class M-2 Certificate Principal
Balance immediately prior to such
Distribution Date over (2) the lesser of (A)
70.50% of the Stated Principal Balances of
the Mortgage Loans as of the end of
the immediately preceding Due Period and
(B) the excess of the Stated Principal
Balances of the Mortgage Loans as of the
end of the immediately preceding Due
Period over the Minimum Required
Overcollateralization Amount. Notwithstanding
the foregoing, (I) on any Distribution Date
prior to the Stepdown Date on which
the Certificate Principal Balance of each
Class of Class A Certificates and the
Class M-1 Certificates has been reduced to
zero, the Class M-2 Principal
Distribution Amount will equal the lesser
of (x) the outstanding Certificate
Principal Balance of the Class M-2
Certificates and (y) 100% of the Principal
Distribution Amount remaining after any
distributions on such Class A and Class
M-1 Certificates and (II) in no event will
the Class M-2 Principal Distribution
Amount with respect to any Distribution
Date exceed the Class M-2 Certificate
Principal Balance.
Class M-2
Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class M-2 Applied
Realized Loss Amount over (2) the sum of (x)
all distributions in reduction of the Class
M-2 Unpaid Realized Loss Amounts on
all previous Distribution Dates and (y) all
increases in the Certificate
Principal Balance of such Class M-2
Certificates pursuant to the last sentence
of the definition of "Certificate Principal
Balance."
Class M-3
Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts
with respect to the Mortgage Loans
which have been applied to the reduction of
the Certificate Principal Balance of
the Class M-3 Certificates.
Class M-3
Certificate: Any Certificate designated as a "Class M-3
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class M-3
Certificate Principal Balance: As of any date of
determination, the aggregate Certificate
Principal Balance of the Class M-3
Certificates.
Class M-3
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class M-3 Pass-Through Rate on
the Class M-3 Certificate Principal Balance
as of such Distribution Date plus
the portion of any previous distributions
on such Class in respect of Current
Interest or Class M-3 Interest Carry
Forward Amount that is recovered as a
voidable preference by a trustee in
bankruptcy, less any Non-Supported Interest
Shortfall allocated on such Distribution
Date to the Class M-3 Certificates.
- 22 -
<PAGE>
Class M-3
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class M-3
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
M-3 Certificates with respect to interest
on such prior Distribution Dates and
(2) interest on such excess (to the extent
permitted by applicable law) at the
Class M-3 Pass-Through Rate for the related
Accrual Period.
Class M-3
Margin: As of any Distribution Date up to and including the
Optional Termination Date for the
Certificates, 0.470% per annum and, as of any
Distribution Date after the Optional
Termination Date, 0.705% per annum.
Class M-3
Pass-Through Rate: For the first Distribution Date, 3.36125%
per
annum. As of any Distribution Date
thereafter, the least of (1) One-Month LIBOR
plus the Class M-3 Margin and (2) the
Subordinated Certificate Available Funds
Cap for such Distribution Date.
Class M-3
Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of
the Principal Distribution Amount
for such Distribution Date if the Class A
Certificate Principal Balance, Class
M-1 Certificate Principal Balance and Class
M-2 Certificate Principal Balance
have been reduced to zero and a Stepdown
Trigger Event exists, or as long as a
Stepdown Trigger Event does not exist, the
excess of (1) the sum of (A) the
Class A Certificate Principal Balance
(after taking into account distributions
of the Class A Principal Distribution
Amount on such Distribution Date), (B) the
Class M-1 Certificate Principal Balance
(after taking into account distributions
of the Class M-1 Principal Distribution
Amount on such Distribution Date), (C)
the Class M-2 Certificate Principal Balance
(after taking into account
distributions of the Class M-2 Principal
Distribution Amount on such
Distribution Date) and (D) the Class M-3
Certificate Principal Balance
immediately prior to such Distribution Date
over (2) the lesser of (A) 74.40% of
the Stated Principal Balances of the
Mortgage Loans as of the end of the
immediately preceding Due Period and (B)
the excess of the Stated Principal
Balances for the Mortgage Loans as of the
end of the immediately preceding Due
Period over the Minimum Required
Overcollateralization Amount. Notwithstanding
the foregoing, (I) on any Distribution Date
prior to the Stepdown Date on which
the Certificate Principal Balance of each
Class of Class A Certificates, the
Class M-1 Certificates and the Class M-2
Certificates has been reduced to zero,
the Class M-3 Principal Distribution Amount
will equal the lesser of (x) the
outstanding Certificate Principal Balance
of the Class M-3 Certificates and (y)
100% of the Principal Distribution Amount
remaining after any distributions on
such Class A, Class M-1 and Class M-2
Certificates and (II) in no event will the
Class M-3 Principal Distribution Amount
with respect to any Distribution Date
exceed the Class M-3 Certificate Principal
Balance.
Class M-3
Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class M-3 Applied
Realized Loss Amount over (2) the sum of (x)
all distributions in reduction of the Class
M-3 Unpaid Realized Loss Amounts on
all previous Distribution Dates and (y) all
increases in the Certificate
Principal Balance of such Class M-3
Certificates pursuant to the last sentence
of the definition of "Certificate Principal
Balance."
Class M-4
Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts
with respect to the Mortgage Loans
which have been applied to the reduction of
the Certificate Principal Balance of
the Class M-4 Certificates.
Class M-4
Certificate: Any Certificate designated as a "Class M-4
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class M-4
Certificate Principal Balance: As of any date of
determination, the aggregate Certificate
Principal Balance of the Class M-4
Certificates.
- 23 -
<PAGE>
Class M-4
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class M-4 Pass-Through Rate on
the Class M-4 Certificate Principal Balance
as of such Distribution Date plus
the portion of any previous distributions
on such Class in respect of Current
Interest or Class M-4 Interest Carry
Forward Amount that is recovered as a
voidable preference by a trustee in
bankruptcy, less any Non-Supported Interest
Shortfall allocated on such Distribution
Date to the Class M-4 Certificates.
Class M-4
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class M-4
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
M-4 Certificates with respect to interest
on such prior Distribution Dates and
(2) interest on such excess (to the extent
permitted by applicable law) at the
Class M-4 Pass-Through Rate for the related
Accrual Period.
Class M-4
Margin: As of any Distribution Date up to and including the
Optional Termination Date for the
Certificates, 0.620% per annum and, as of any
Distribution Date after the Optional
Termination Date, 0.930% per annum.
Class M-4
Pass-Through Rate: For the first Distribution Date, 3.51125%
per
annum. As of any Distribution Date
thereafter, the least of (1) One-Month LIBOR
plus the Class M-4 Margin and (2) the
Subordinated Certificate Available Funds
Cap for such Distribution Date.
Class M-4
Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of
the Principal Distribution Amount
for such Distribution Date if the Class A
Certificate Principal Balance, Class
M-1 Certificate Principal Balance, Class
M-2 Certificate Principal Balance and
Class M-3 Certificate Principal Balance
have been reduced to zero and a Stepdown
Trigger Event exists, or as long as a
Stepdown Trigger Event does not exist, the
excess of (1) the sum of (A) the Class A
Certificate Principal Balance (after
taking into account distributions of the
Class A Principal Distribution Amount
on such Distribution Date), (B) the Class
M-1 Certificate Principal Balance
(after taking into account distributions of
the Class M-1 Principal Distribution
Amount on such Distribution Date), (C) the
Class M-2 Certificate Principal
Balance (after taking into account
distributions of the Class M-2 Principal
Distribution Amount on such Distribution
Date), (D) the Class M-3 Certificate
Principal Balance (after taking into
account distributions of the Class M-3
Principal Distribution Amount on such
Distribution Date) and (E) the Class M-4
Certificate Principal Balance immediately
prior to such Distribution Date over
(2) the lesser of (A) 78.10% of the Stated
Principal Balances of the Mortgage
Loans as of the end of the immediately
preceding Due Period and (B) the excess
of the Stated Principal Balances for the
Mortgage Loans as of the end of the
immediately preceding Due Period over the
Minimum Required Overcollateralization
Amount. Notwithstanding the foregoing, (I)
on any Distribution Date prior to the
Stepdown Date on which the Certificate
Principal Balance of each Class of Class
A Certificates, the Class M-1 Certificates,
the Class M-2 Certificates and the
Class M-3 Certificates has been reduced to
zero, the Class M-4 Principal
Distribution Amount will equal the lesser
of (x) the outstanding Certificate
Principal Balance of the Class M-4
Certificates and (y) 100% of the Principal
Distribution Amount remaining after any
distributions on such Class A, Class
M-1, Class M-2 and Class M-3 Certificates
and (II) in no event will the Class
M-4 Principal Distribution Amount with
respect to any Distribution Date exceed
the Class M-4 Certificate Principal
Balance.
Class M-4
Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class M-4 Applied
Realized Loss Amount over (2) the sum of (x)
all distributions in reduction of the Class
M-4 Unpaid Realized Loss Amounts on
all previous Distribution Dates and (y) all
increases in the Certificate
Principal Balance of such Class M-4
Certificates pursuant to the last sentence
of the definition of "Certificate Principal
Balance."
- 24 -
<PAGE>
Class M-5
Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts
with respect to the Mortgage Loans
which have been applied to the reduction of
the Certificate Principal Balance of
the Class M-5 Certificates.
Class M-5
Certificate: Any Certificate designated as a "Class M-5
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class M-5
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class M-5 Certificates.
Class M-5
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class M-5 Pass-Through Rate on
the Class M-5 Certificate Principal Balance
as of such Distribution Date plus
the portion of any previous distributions
on such Class in respect of Current
Interest or Class M-5 Interest Carry
Forward Amount that is recovered as a
voidable preference by a trustee in
bankruptcy, less any Non-Supported Interest
Shortfall allocated on such Distribution
Date to the Class M-5 Certificates.
Class M-5
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class M-5
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
M-5 Certificates with respect to interest
on such prior Distribution Dates and
(2) interest on such excess (to the extent
permitted by applicable law) at the
Class M-5 Pass-Through Rate for the related
Accrual Period.
Class M-5
Margin: As of any Distribution Date up to and including the
Optional Termination Date for the
Certificates, 0.640% per annum and, as of any
Distribution Date after the Optional
Termination Date, 0.960% per annum.
Class M-5
Pass-Through Rate: For the first Distribution Date, 3.53125%
per
annum. As of any Distribution Date
thereafter, the least of (1) One-Month LIBOR
plus the Class M-5 Margin and (2) the
Subordinated Certificate Available Funds
Cap for such Distribution Date.
Class M-5
Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of
the Principal Distribution Amount
for such Distribution Date if the Class A
Certificate Principal Balance, Class
M-1 Certificate Principal Balance, Class
M-2 Certificate Principal Balance,
Class M-3 Certificate Principal Balance and
Class M-4 Certificate Principal
Balance have been reduced to zero and a
Stepdown Trigger Event exists, or as
long as a Stepdown Trigger Event does not
exist, the excess of (1) the sum of
(A) the Class A Certificate Principal
Balance (after taking into account
distributions of the Class A Principal
Distribution Amount on such Distribution
Date), (B) the Class M-1 Certificate
Principal Balance (after taking into
account distributions of the Class M-1
Principal Distribution Amount on such
Distribution Date), (C) the Class M-2
Certificate Principal Balance (after
taking into account distributions of the
Class M-2 Principal Distribution Amount
on such Distribution Date), (D) the Class
M-3 Certificate Principal Balance
(after taking into account distributions of
the Class M-3 Principal Distribution
Amount on such Distribution Date), (E) the
Class M-4 Certificate Principal
Balance (after taking into account
distribution of the Class M-4 Principal
Distribution Amount on such Distribution
Date) and (F) the Class M-5 Certificate
Principal Balance immediately prior to such
Distribution Date over (2) the
lesser of (A) 81.40% of the Stated
Principal Balances of the Mortgage Loans as
of the end of the immediately preceding Due
Period and (B) the excess of the
Stated Principal Balances for the Mortgage
Loans as of the end of the
immediately preceding Due Period over the
Minimum Required Overcollateralization
Amount. Notwithstanding the foregoing, (I)
on any Distribution Date prior to the
Stepdown Date on which the Certificate
Principal Balance of each Class of Class
A Certificates, the Class M-1 Certificates,
the Class M-2 Certificates, the
Class M-3 Certificates
- 25 -
<PAGE>
and the Class M-4 Certificates has been
reduced to zero, the Class M-5 Principal
Distribution Amount will equal the lesser
of (x) the outstanding Certificate
Principal Balance of the Class M-5
Certificates and (y) 100% of the Principal
Distribution Amount remaining after any
distributions on such Class A, Class
M-1, Class M-2, Class M-3 and Class M-4
Certificates and (II) in no event will
the Class M-5 Principal Distribution Amount
with respect to any Distribution
Date exceed the Class M-5 Certificate
Principal Balance.
Class M-5
Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class M-5 Applied
Realized Loss Amount over (2) the sum of (x)
all distributions in reduction of the Class
M-5 Unpaid Realized Loss Amounts on
all previous Distribution Dates and (y) all
increases in the Certificate
Principal Balance of such Class M-5
Certificates pursuant to the last sentence
of the definition of "Certificate Principal
Balance."
Class M-6
Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts
with respect to the Mortgage Loans
which have been applied to the reduction of
the Certificate Principal Balance of
the Class M-6 Certificates.
Class M-6
Certificate: Any Certificate designated as a "Class M-6
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class M-6
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class M-6 Certificates.
Class M-6
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class M-6 Pass-Through Rate on
the Class M-6 Certificate Principal Balance
as of such Distribution Date plus
the portion of any previous distributions
on such Class in respect of Current
Interest or Class M-6 Interest Carry
Forward Amount that is recovered as a
voidable preference by a trustee in
bankruptcy, less any Non-Supported Interest
Shortfall allocated on such Distribution
Date to the Class M-6 Certificates.
Class M-6
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class M-6
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
M-6 Certificates with respect to interest
on such prior Distribution Dates and
(2) interest on such excess (to the extent
permitted by applicable law) at the
Class M-6 Pass-Through Rate for the related
Accrual Period.
Class M-6
Margin: As of any Distribution Date up to and including the
Optional Termination Date for the
Certificates, 0.680% per annum and, as of any
Distribution Date after the Optional
Termination Date, 1.020% per annum.
Class M-6
Pass-Through Rate: For the first Distribution Date, 3.57125%
per
annum. As of any Distribution Date
thereafter, the least of (1) One-Month LIBOR
plus the Class M-6 Margin and (2) the
Subordinated Certificate Available Funds
Cap for such Distribution Date.
Class M-6
Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of
the Principal Distribution Amount
for such Distribution Date if the Class A
Certificate Principal Balance, Class
M-1 Certificate Principal Balance, Class
M-2 Certificate Principal Balance,
Class M-3 Certificate Principal Balance,
Class M-4 Certificate Principal Balance
and Class M-5 Certificate Principal Balance
have been reduced to zero and a
Stepdown Trigger Event exists, or as long
as a Stepdown Trigger Event does not
exist, the excess of (1) the sum of (A) the
Class A Certificate Principal
Balance (after taking into account
distributions of the Class A Principal
Distribution Amount on
- 26 -
<PAGE>
such Distribution Date), (B) the Class M-1
Certificate Principal Balance (after
taking into account distributions of the
Class M-1 Principal Distribution Amount
on such Distribution Date), (C) the Class
M-2 Certificate Principal Balance
(after taking into account distributions of
the Class M-2 Principal Distribution
Amount on such Distribution Date), (D) the
Class M-3 Certificate Principal
Balance (after taking into account
distributions of the Class M-3 Certificate
Principal Distribution Amount on such
Distribution Date), (E) the Class M-4
Certificate Principal Balance (after taking
into account distributions of the
Class M-4 Certificate Principal
Distribution Amount on such Distribution Date),
(F) the Class M-5 Certificate Principal
Balance (after taking into account
distributions of the Class M-5 Certificate
Principal Distribution Amount on such
Distribution Date) and (G) the Class M-6
Certificate Principal Balance
immediately prior to such Distribution Date
over (2) the lesser of (A) 84.70% of
the Stated Principal Balances of the
Mortgage Loans as of the end of the
immediately preceding Due Period and (B)
the excess of the Stated Principal
Balances for the Mortgage Loans as of the
end of the immediately preceding Due
Period over the Minimum Required
Overcollateralization Amount. Notwithstanding
the foregoing, (I) on any Distribution Date
prior to the Stepdown Date on which
the Certificate Principal Balance of each
Class of Class A Certificates, the
Class M-1 Certificates, the Class M-2
Certificates, the Class M-3 Certificates,
the Class M-4 Certificates and the Class
M-5 Certificates has been reduced to
zero, the Class M-6 Principal Distribution
Amount will equal the lesser of (x)
the outstanding Certificate Principal
Balance of the Class M-6 Certificates and
(y) 100% of the Principal Distribution
Amount remaining after any distributions
on such Class A, Class M-1, Class M-2,
Class M-3, Class M-4 and Class M-5
Certificates and (II) in no event will the
Class M-6 Principal Distribution
Amount with respect to any Distribution
Date exceed the Class M-6 Certificate
Principal Balance.
Class M-6
Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class M-6 Applied
Realized Loss Amount over (2) the sum of (x)
all distributions in reduction of the Class
M-6 Unpaid Realized Loss Amounts on
all previous Distribution Dates and (y) all
increases in the Certificate
Principal Balance of such Class M-6
Certificates pursuant to the last sentence
of the definition of "Certificate Principal
Balance."
Class P
Certificate: Any Certificate designated as a Class P
Certificate
on the face thereof, executed by the
Securities Administrator and authenticated
by the Securities Administrator in
substantially the form set forth in Exhibit
A, representing the right to distributions
as set forth herein.
Class R
Certificate: The Class R Certificate executed by the Securities
Administrator and authenticated by the
Securities Administrator in substantially
the form set forth in Exhibit A.
Class R
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class R Certificate.
Class R
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class R Pass-Through Rate on
the Class R Certificate Principal Balance
as of such Distribution Date plus the
portion of any previous distributions on
such Class in respect of Current
Interest or a Class R Interest Carry
Forward Amount that is recovered as a
voidable preference by a trustee in
bankruptcy, less any Non-Supported Interest
Shortfall allocated on such Distribution
Date to the Class R Certificate. For
purposes of calculating interest, principal
distributions on a Distribution Date
will be deemed to have been made on the
first day of the Accrual Period in which
such Distribution Date occurs.
Class R
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class R
Current Interest with respect to prior
Distribution Dates over (B) the amount
actually distributed to the Class R
Certificate with respect to interest on
such prior Distribution Dates and
- 27 -
<PAGE>
(2) interest on such excess (to the extent
permitted by applicable law) at the
Class R Pass-Through Rate for the related
Accrual Period.
Class R
Margin: As of any Distribution Date up to and including the
Optional Termination Date for the
Certificates, 0.215% per annum and, as of any
Distribution Date after the Optional
Termination Date, 0.430% per annum.
Class R
Pass-Through Rate: For the first Distribution Date, 3.10625%
per
annum. As of any Distribution Date
thereafter, the least of (1) One-Month LIBOR
plus the Class R Margin and (2) the Class
A-1 Available Funds Cap for such
Distribution Date.
Closing
Date: April 8, 2005.
Code: The
Internal Revenue Code of 1986, including any successor or
amendatory provisions.
Collection
Account: The separate Eligible Account created and initially
maintained by the Servicer pursuant to
Section 3.05(d) in the name of the
Trustee for the benefit of the
Certificateholders and designated "Litton Loan
Servicing LP, as servicer for HSBC Bank
USA, National Association, as trustee,
in trust for registered holders of Ownit
Mortgage Loan Trust, Mortgage Loan
Asset-Backed Certificates, Series 2005-2."
Funds in the Collection Account shall
be held in trust for the Certificateholders
for the uses and purposes set forth
in this Agreement.
Combined
Loan-to-Value Ratio: For any Mortgage Loan in a second lien
position, the fraction, expressed as a
percentage, the numerator of which is the
sum of (1) the original principal balance
of the related Mortgage Loan and (2)
any outstanding principal balances of
Mortgage Loans the liens on which are
senior to the lien on such related Mortgage
Loan (such sum calculated at the
date of origination of such related
Mortgage Loan) and the denominator of which
is the lesser of (A) the Appraised Value of
the related Mortgaged Property (or
applicable dwelling unit, in the case of a
Co-op Loan) and (B) the sales price
of the related Mortgaged Property (or
applicable dwelling unit, in the case of a
Co-op Loan) at time of origination.
Compensating Interest: With respect to any Mortgage Loan and
any
Distribution Date, an amount equal to the
portion of any Prepayment Interest
Shortfalls required to be deposited in the
Collection Account by the Servicer
pursuant to Section 4.02 hereof.
Condemnation Proceeds: All awards or settlements in respect of a
Mortgaged
Property (or Underlying Mortgaged Property,
in the case of a Co-op Loan),
whether permanent or temporary, partial or
entire, by exercise of the power of
eminent domain or condemnation, to the
extent not required to be released either
to a Mortgagor in accordance with the terms
of the related mortgage loan
documents or to the holder of a senior lien
on the Mortgaged Property (or
Underlying Mortgaged Property, in the case
of a Co-op Loan).
Co-op
Lease: With respect to a Co-op Loan, the lease with respect to
a
dwelling unit occupied by the Mortgagor and
relating to the stock allocated to
the related dwelling unit.
Co-op
Loan: A Mortgage Loan secured by the pledge of stock allocated to
a
dwelling unit in a residential cooperative
housing corporation and a collateral
assignment of the related Co-op Lease.
Corresponding Certificates: With respect to the Class LTA-1A
Interest, the
Class A-1A and Class R Certificates. With
respect to the Class LTA-1B Interest,
the Class A-1B Certificates. With respect
to the Class LTA-2A Interest, the
Class A-2A Certificates. With respect to
the Class LTA-2B
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<PAGE>
Interest, the Class A-2B Certificates. With
respect to the Class LTA-2C
Interest, the Class A-2C Certificates. With
respect to the Class LTM-1 Interest,
the Class M-1 Certificates. With respect to
the Class LTM-2 Interest, the Class
M-2 Certificates. With respect to the Class
LTM-3 Interest, the Class M-3
Certificates. With respect to the Class
LTM-4 Interest, the Class M-4
Certificates. With respect to the Class
LTM-5 Interest, the Class M-5
Certificates. With respect to the Class
LTM-6 Interest, the Class M-6
Certificates. With respect to the Class
LTB-1 Interest, the Class B-1
Certificates. With respect to the Class
LTB-2 Interest, the Class B-2
Certificates. With respect to the Class
LTB-3 Interest, the Class B-3
Certificates. With respect to the Class
LTB-4 Interest, the Class B-4
Certificates. With respect to the Class
LTB-5 Interest, the Class B-5
Certificates.
Current
Interest: Any of the Class A-1A Current Interest, the Class
A-1B
Current Interest, the Class A-2A Current
Interest, the Class A-2B Current
Interest, the Class A-2C Current Interest,
the Class R Current Interest, the
Class M-1 Current Interest, the Class M-2
Current Interest, the Class M-3
Current Interest, the Class M-4 Current
Interest, the Class M-5 Current
Interest, the Class M-6 Current Interest,
the Class B-1 Current Interest, the
Class B-2 Current Interest, the Class B-3
Current Interest, the Class B-4
Current Interest, the Class B-5 Current
Interest and the Class C Current
Interest.
Custodian:
Wells Fargo Bank, N.A., on behalf of HSBC as Trustee.
Cut-off
Date: March 1, 2005 for the Initial Mortgage Loans only.
Cut-off
Date Principal Balance: As to any Mortgage Loan, the unpaid
principal balance thereof as of the close
of business on the calendar day
immediately preceding the Cut-off Date
after application of all payments of
principal due on or prior to the Cut-off
Date, whether or not received, and all
Principal Prepayments received prior to the
Cut-off Date, but without giving
effect to any installments of principal
received in respect of Due Dates after
the Cut-off Date.
Definitive
Certificates: As defined in Section 5.06.
Deleted
Mortgage Loan: A Mortgage Loan replaced or to be replaced by a
Replacement Mortgage Loan.
Delinquent: A Mortgage Loan is "delinquent" if any payment due
thereon is
not made pursuant to the terms of such
Mortgage Loan by the close of business on
the day such payment is scheduled to be
due. A Mortgage Loan is "30 days
delinquent" if such payment has not been
received by the close of business on
the corresponding day of the month
immediately succeeding the month in which
such payment was due, or, if there is no
such corresponding day (e.g., as when a
30-day month follows a 31-day month in
which a payment was due on the 31st day
of such month), then on the last day of
such immediately succeeding month.
Similarly for "60 days delinquent," "90
days delinquent" and so on.
Denomination: With respect to each Certificate, the amount set
forth on
the face thereof as the "Initial Principal
Balance of this Certificate."
Depositor:
Merrill Lynch Mortgage Investors, Inc., a Delaware corporation,
or any successor in interest.
Depository: The initial Depository shall be The Depository Trust
Company
("DTC"), the nominee of which is Cede &
Co., or any other organization
registered as a "clearing agency" pursuant
to Section 17A of the Securities
Exchange Act of 1934, as amended. The
Depository shall initially be the
registered Holder of the Book-Entry
Certificates. The Depository shall at all
times be a "clearing corporation" as
defined in Section 8-102(3) of the Uniform
Commercial Code of the State of New
York.
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<PAGE>
Depository
Agreement: With respect to Classes of Book-Entry Certificates,
the agreement between the Securities
Administrator and the initial Depository.
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.
Designated
Transaction: A transaction in which the assets underlying the
Certificates consist of single-family
residential, multi-family residential,
home equity, manufactured housing and/or
commercial mortgage obligations that
are secured by single-family residential,
multi-family residential, commercial
real property or leasehold interests
therein.
Determination Date: With respect to any Distribution Date, the 15th
day of
the month of such Distribution Date or, if
such 15th day is not a Business Day,
the immediately preceding Business Day.
Disqualified Organization: (1) the United States, any state or
political
subdivision thereof, any foreign
government, any international organization, or
any agency or instrumentality of any of the
foregoing, (2) any organization
(other than a cooperative described in
Section 521 of the Code) which is exempt
from tax under Chapter 1 of Subtitle A of
the Code unless such organization is
subject to the tax imposed by Section 511
of the Code and (3) any organization
described in Section 1381(a)(2)(C) of the
Code.
Distribution Date: The 25th day of each calendar month, or if such
25th
day is not a Business Day, the next
succeeding Business Day, commencing in April
2005.
Due Date:
With respect to any Distribution Date and any Mortgage Loan,
the
day during the related Due Period on which
a Scheduled Payment is due.
Due
Period: With respect to any Distribution Date, the period beginning
on
the second day of the calendar month
preceding the calendar month in which such
Distribution Date occurs and ending on the
first day of the month in which such
Distribution Date occurs.
Eligible
Account: An account that is (i) maintained with a depository
institution the long-term unsecured debt
obligations of which are rated by each
Rating Agency in one of its two highest
rating categories, or (ii) maintained
with the corporate trust department of a
bank which (A) has a rating of at least
Baa3 or P-3 by Moody's and (B) is either
the Depositor or the corporate trust
department of a national bank or banking
corporation which has a rating of at
least A-1 by S&P or F1 by Fitch, or
(iii) an account or accounts the deposits in
which are fully insured by the FDIC, or
(iv) an account or accounts, acceptable
to each Rating Agency without reduction or
withdrawal of the rating of any Class
of Certificates, as evidenced in writing,
by a depository institution in which
such accounts are insured by the FDIC (to
the limit established by the FDIC),
the uninsured deposits in which accounts
are otherwise secured such that, as
evidenced by an Opinion of Counsel
delivered to and acceptable to the Securities
Administrator, the Trustee and each Rating
Agency, the Certificateholders have a
claim with respect to the funds in such
account and 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 (v) maintained at an
eligible institution whose commercial paper,
short-term debt or other short-term
deposits are rated at least A-1+ by S&P and
F-1+ by Fitch, or (vi) maintained with a
federal or state chartered depository
institution the deposits in which are
insured by the FDIC to the applicable
limits and the short-term unsecured debt
obligations of which (or, in the case
of a depository institution that is a
subsidiary of a holding company, the
short-term unsecured debt obligations of
such holding company) are rated A-1 by
S&P or Prime-1 by
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<PAGE>
Moody's at the time any deposits are held
on deposit therein, or (vii) otherwise
acceptable to each Rating Agency, as
evidenced by a letter from each Rating
Agency to the Securities Administrator and
the Trustee.
ERISA: The
Employee Retirement Income Security Act of 1974, including any
successor or amendatory provisions.
ERISA-Qualifying Underwriting: A best efforts or firm
commitment
underwriting or private placement that
would satisfy the requirements of
Prohibited Transaction Exemption 90-29,
Exemption Application No. D-8012, 55
Fed. Reg. 21459 (1990), as amended, granted
to the Underwriter by the United
States Department of Labor (or any other
applicable underwriter's exemption
granted by the United States Department of
Labor), except, in relevant part, for
the requirement that the certificates have
received a rating at the time of
acquisition that is in one of the three (or
four, in the case of a "designated
transaction") highest generic rating
categories by at least one of the Rating
Agencies.
ERISA
Restricted Certificates: The Class C, Class P and Class R
Certificates and any other Certificate,
unless the acquisition and holding of
such other Certificate is covered by and
exempt under the Underwriter's
exemption.
Event of
Default: As defined in Section 7.01 hereof.
Excess
Interest: On any Distribution Date, for each Class of the Class
A,
Class M and Class B Certificates, the
excess, if any, of (1) the amount of
interest such Class of Certificates is
entitled to receive on such Distribution
Date at its Pass-Through Rate over (2) the
amount of interest such Class of
Certificates would have been entitled to
receive on such Distribution Date had
the Pass-Through Rate for such Class been
the REMIC Pass-Through Rate.
Excess
Proceeds: With respect to any Liquidated Loan, any Liquidation
Proceeds that are in excess of the sum of
(1) the unpaid principal balance of
such Liquidated Loan as of the date of such
liquidation plus (2) interest at the
Mortgage Rate from the Due Date as to which
interest was last paid or advanced
to Certificateholders (and not reimbursed
to the Servicer) up to the Due Date in
the month in which such Liquidation
Proceeds are required to be distributed on
the unpaid principal balance of such
Liquidated Loan outstanding during each Due
Period as to which such interest was not
paid or advanced.
Exchange
Act: The Securities Exchange Act of 1934, as amended.
Extra
Principal Distribution Amount: With respect to any Distribution
Date, (1) prior to the Stepdown Date, the
excess of (A) the sum of (i) the
Aggregate Certificate Principal Balance
immediately preceding such Distribution
Date reduced by the Principal Funds with
respect to such Distribution Date and
(ii) $25,284,821 over (B) the sum of (x)
the aggregate Stated Principal Balance
of the Mortgage Loans as of such
Distribution Date and (y) the amount on deposit
in the Pre-Funding Account on such
Distribution Date (disregarding income or
loss on investments of amounts on deposits
in the Pre-Funding Account) and (2)
on and after the Stepdown Date, (A) the sum
of (x) the Aggregate Certificate
Principal Balance immediately preceding
such Distribution Date, reduced by the
Principal Funds with respect to such
Distribution Date and (y) the greater of
(a) 4.30% of the aggregate Stated Principal
Balance of the Mortgage Loans and
(b) the Minimum Required
Overcollateralization Amount less (B) the aggregate
Stated Principal Balance of the Mortgage
Loans as of such Distribution Date;
provided, however, that if on any
Distribution Date a Stepdown Trigger Event is
in effect, the Extra Principal Distribution
Amount will not be reduced to the
applicable percentage of the then-current
aggregate Stated Principal Balance of
the Mortgage Loans (and will remain fixed
at the applicable percentage of the
aggregate Stated Principal
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<PAGE>
Balance of the Mortgage Loans as of the Due
Date immediately prior to the
Stepdown Trigger Event) until the next
Distribution Date on which the Stepdown
Trigger Event is not in effect.
Fannie
Mae: A federally chartered and privately owned corporation
organized and existing under the Federal
National Mortgage Association Charter
Act, or any successor thereto.
FDIC: The
Federal Deposit Insurance Corporation, or any successor
thereto.
Fitch:
Fitch, Inc., or any successor in interest.
Fixed Rate
Mortgage Loan: A Mortgage Loan identified in the Mortgage Loan
Schedule as having a Mortgage Rate which is
fixed.
Floating
Rate Certificate Carryover: With respect to a Distribution
Date,
in the event that the Pass-Through Rate for
a class of Class A, Class M or Class
B Certificates is based upon the related
Available Funds Cap, the excess of (1)
the amount of interest that such Class
would have been entitled to receive on
such Distribution Date had the Pass-Through
Rate for that Class not been
calculated based on the related Available
Funds Cap, up to but not exceeding
greater of (x) the related Maximum Rate Cap
or (y) the sum of (i) the related
Available Funds Cap and (ii) the product of
(A) a fraction, the numerator of
which is 360 and the denominator of which
is the actual number of days in the
related Accrual Period and (B) the quotient
obtained by dividing (I) an amount
equal to the proceeds, if any, payable
under the related Cap Contract with
respect to such Distribution Date by (II)
the aggregate Certificate Principal
Balance of each of the Classes of
Certificates to which such Cap Contract
relates for such Distribution Date over (2)
the amount of interest such class
was entitled to receive on such
Distribution Date based on the related Available
Funds Cap, together with (i) the unpaid
portion of any such excess from prior
Distribution Dates (and interest accrued
thereon at the then applicable
Pass-Through Rate, without giving effect to
the applicable Available Funds Cap)
and (ii) any amount previously distributed
with respect to Floating Rate
Certificate Carryover for such class that
is recovered as a voidable preference
by a trustee in bankruptcy.
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.
Funding
Period: The period beginning on the Closing Date and ending on
the
earlier of (a) the date on which the amount
on deposit in the Pre-Funding
Account is reduced to zero or (b) 2:00
p.m., New York City time, on June 24,
2005.
Grantor
Trusts: The grantor trusts described in Section 2.07 hereof.
Gross Margin: The
percentage set forth in the related Mortgage Note for
each of the Adjustable Rate Mortgage Loans
which is to be added to the
applicable index for use in determining the
Mortgage Rate on each Adjustment
Date, and which is set forth in the
Mortgage Loan Schedule for each Adjustable
Rate Mortgage Loan.
Group One:
The portion of the Mortgage Pool identified as "Group One" in
the Prospectus Supplement including Initial
Mortgage Loans included in such
Group as of the Cut-off Date and Subsequent
Mortgage Loans added thereto.
Group One
Mortgage Loan: Any Mortgage Loan at any time identified in the
Group One Mortgage Loan Schedule attached
hereto as Exhibit B-2.
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<PAGE>
Group One
Original Pre-Funded Amount: $207,303,544.
Group One
Principal Distribution Amount: As of any Distribution Date, the
amount equal to the lesser of (i) the
aggregate Certificate Principal Balance of
the Class A-1 and Class R Certificates and
(ii) the product of (x) the Group One
Principal Distribution Percentage and (y)
the Class A Principal Distribution
Amount; provided, however, that with
respect to any Distribution Date on which
the Class A-1 and Class R Certificates are
outstanding and the Certificate
Principal Balance of the Class A-2
Certificates has been reduced to zero, the
Group One Principal Distribution Amount
will equal the Class A Principal
Distribution Amount.
Group One
Principal Distribution Percentage: With respect to any
Distribution Date, a fraction expressed as
a percentage, the numerator of which
is the amount of Principal Funds received
with respect to Mortgage Loans in
Group One and with respect to the
Distribution Date immediately following the
end of the Funding Period, the portion, if
any, of the Group One Original
Pre-Funded Amount remaining in the
Pre-Funding Account after giving effect to
the purchase of Subsequent Mortgage Loans
included in Group One (disregarding
income or loss on investments of amounts on
deposit in the Pre-Funding Account),
and the denominator of which is the amount
of Principal Funds received from all
of the Mortgage Loans in the mortgage pool
and with respect to the Distribution
Date immediately following the end of the
Funding period, the portion, if any,
of the Original Pre-Funded Amount remaining
in the Pre-Funding Account after
giving effect to the purchase of Subsequent
Mortgage Loans included in either
Mortgage Group (disregarding income or loss
on investments of amounts on deposit
in the Pre-Funding Account).
Group Two:
The portion of the Mortgage Pool identified as "Group Two" in
the Prospectus Supplement including Initial
Mortgage Loans included in such
Group as of the Cut-off Date and Subsequent
Mortgage Loans added thereto.
Group Two
Mortgage Loan: Any Mortgage Loan at any time identified in the
Group Two Mortgage Loan Schedule attached
hereto as Exhibit B-3.
Group Two
Original Pre-Funded Amount: $86,706,001.
Group Two
Principal Distribution Amount: As of any Distribution Date, the
amount equal to the lesser of (i) the
aggregate Certificate Principal Balance of
the Class A-2 Certificates and (ii) the
product of (x) the Group Two Principal
Distribution Percentage and (y) the Class A
Principal Distribution Amount;
provided, however, that with respect to any
Distribution Date on which the Class
A-2 Certificates are outstanding and the
Certificate Principal Balances of the
Class A-1 and Class R Certificates have
been reduced to zero, the Group Two
Principal Distribution Amount will equal
the Class A Principal Distribution
Amount.
Group Two
Principal Distribution Percentage: With respect to any
Distribution Date, a fraction expressed as
a percentage, the numerator of which
is the amount of Principal Funds received
with respect to Mortgage Loans in
Group Two and with respect to the
Distribution Date immediately following the
end of the Funding Period, the portion, if
any, of the Group Two Original
Pre-Funded Amount remaining in the
Pre-Funding Account after giving effect to
the purchase of Subsequent Mortgage Loans
included in Group Two (disregarding
income or loss on investments of amounts on
deposit in the Pre-Funding Account),
and the denominator of which is the amount
of Principal Funds received from all
of the Mortgage Loans in the mortgage pool
and with respect to the Distribution
Date immediately following the end of the
Funding Period, the portion, if any,
of the Original Pre-Funded Amount remaining
in the Pre-Funding Account after
giving effect to the purchase of Subsequent
Mortgage Loans included in either
- 33 -
<PAGE>
Mortgage Group (disregarding income or loss
on investments of amounts on deposit
in the Pre-Funding Account).
Included
Mortgage Loan: With respect to any Distribution Date, any
Mortgage Loan with a Stated Principal
Balance greater than zero as of the
preceding Distribution Date (or, in the
case of the first Distribution Date, the
Initial Mortgage Loans); provided, however,
that no Subsequent Mortgage Loan as
to which the Subsequent Cut-Off Date is on
or after the Due Date in the related
Due Period shall be treated as an Included
Mortgage Loan for such Distribution
Date.
Indenture:
An indenture relating to the issuance of notes guaranteed by
the NIMs Insurer.
Initial
Adjustment Date: As to any Adjustable Rate Mortgage Loan, the
first Adjustment Date following the
origination of such Mortgage Loan.
Initial
Certificate Principal Balance: With respect to any Certificate,
the Certificate Principal Balance of such
Certificate or any predecessor
Certificate on the Closing Date as set
forth in Section 5.01 hereof.
Initial
Mortgage Loans: The Mortgage Loans included in the Trust Fund
as
of the Closing Date.
Initial
Mortgage Rate: As to each Mortgage Loan, the Mortgage Rate in
effect prior to the Initial Adjustment
Date.
Insurance
Policy: With respect to any Mortgage Loan or the related
Mortgaged Property (or the related
Underlying Mortgaged Property, in the case of
a Co-op Loan) included in the Trust Fund,
any insurance policy, including all
riders and endorsements thereto in effect
with respect to such Mortgage Loan or
Mortgaged Property (or related Underlying
Mortgage Property, in the case of a
Co-op Loan), including any replacement
policy or policies for any insurance
policies.
Insurance
Proceeds: Proceeds paid in respect of a Mortgage Loan or the
related Mortgaged Property (or the related
Underlying Mortgaged Property, in the
case of a Co-op Loan) pursuant to any
Insurance Policy or any other insurance
policy covering such Mortgage Loan or
Mortgaged Property (or Underlying
Mortgaged Property, in the case of a Co-op
Loan), to the extent such proceeds
are payable to the mortgagee under the
Mortgage, the Servicer or the trustee
under the deed of trust and are not applied
to the restoration of the related
Mortgaged Property (or the related
Underlying Mortgaged Property, in the case of
a Co-op Loan) or released either to the
Mortgagor or to the holder of a senior
lien on the related Mortgaged Property (or
the related Underlying Mortgaged
Property in the case of a Co-op Loan) in
accordance with the procedures that the
Servicer would follow in servicing mortgage
loans held for its own account, in
each case other than any amount included in
such Insurance Proceeds in respect
of Insured Expenses.
Insured
Expenses: Expenses covered by an Insurance Policy or any other
insurance policy with respect to a Mortgage
Loan or the related Mortgaged
Property (or the related Underlying
Mortgaged Property, in the case of a Co-op
Loan).
Interest
Carry Forward Amount: Any of the Class A-1A Interest Carry
Forward Amount, the Class A-1B Interest
Carry Forward Amount, the Class A-2A
Interest Carry Forward Amount, the Class
A-2B Interest Carry Forward Amount, the
Class A-2C Interest Carry Forward Amount,
the Class R Interest Carry Forward
Amount, the Class M-1 Interest Carry
Forward Amount, the Class M-2 Interest
Carry Forward Amount, the Class M-3
Interest Carry Forward Amount, the Class M-4
Interest Carry Forward Amount, the Class
M-5 Interest Carry Forward Amount, the
Class M-6 Interest Carry Forward
- 34 -
<PAGE>
Amount, the Class B-1 Interest Carry
Forward Amount, the Class B-2 Interest
Carry Forward Amount, the Class B-3
Interest Carry Forward Amount, the Class B-4
Interest Carry Forward Amount, the Class
B-5 Interest Carry Forward Amount or
the Class C Interest Carry Forward Amount,
as the case may be.
Interest
Determination Date: With respect to the Certificates, (i) for
any
Accrual Period other than the first Accrual
Period, the second LIBOR Business
Day preceding the commencement of such
Accrual Period and (ii) for the first
Accrual Period, April 6, 2005.
Interest
Funds: With respect to any Distribution Date, the sum, without
duplication, of (1) all scheduled interest
due during the related Due Period and
received before the related Servicer
Remittance Date or advanced on or before
the related Servicer Remittance Date less
the Servicing Fee and the Securities
Administrator Fee, (2) all Advances
relating to interest with respect to the
Mortgage Loans and such Distribution Date,
(3) all Compensating Interest with
respect to the Mortgage Loans and such
Distribution Date, (4) Liquidation
Proceeds with respect to the Mortgage Loans
(to the extent such Liquidation
Proceeds relate to interest) collected
during the related Prepayment Period, (5)
all proceeds of any purchase pursuant to
Section 2.02 or 2.03 during the related
Prepayment Period or pursuant to Section
9.01 not later than the related
Determination Date (to the extent that such
proceeds relate to interest) less
the Servicing Fee and the Securities
Administrator Fee, (6) all Prepayment
Charges received with respect to the
Mortgage Loans during the related
Prepayment Period and (7) any Required
Withdrawal from the Capitalized Interest
Account for such Distribution Date, less
(A) all Non-Recoverable Advances
relating to interest and (B) other amounts
reimbursable to the Servicer, the
Master Servicer, the Securities
Administrator and the Trustee pursuant to this
Agreement.
Latest
Possible Maturity Date: The latest maturity date for any
Mortgage
Loan in the Trust Fund plus one year.
LIBOR
Business Day: Any day on which banks in the City of London,
England
and New York City, U.S.A. are open and
conducting transactions in foreign
currency and exchange.
Liquidated
Loan: With respect to any Distribution Date, a defaulted
Mortgage Loan that either (a) pursuant to
Section 3.12 has been realized upon or
liquidated through deed-in-lieu of
foreclosure, foreclosure sale, trustee's sale
or other realization as provided by
applicable law governing the real property
subject to the related Mortgage and any
security agreements and as to which the
Servicer has certified (in accordance with
Section 3.12) in the related
Prepayment Period that it has received all
amounts it expects to receive in
connection with such liquidation or (b) as
to which is not a first lien Mortgage
Loan and is delinquent 180 days or longer,
the Servicer has certified in a
certificate of an officer of the Servicer
delivered to the Depositor and the
Trustee that it does not believe that there
is a reasonable likelihood that any
further net proceeds will be received or
recovered with respect to such Mortgage
Loan.
Liquidation Proceeds: Amounts, including Condemnation Proceeds,
Insurance
Proceeds, received in connection with the
partial or complete liquidation of a
Mortgage Loan, whether through trustee's
sale, foreclosure sale, sale by the
Servicer pursuant to this Agreement or
otherwise or amounts received in
connection with any condemnation or partial
release of a Mortgaged Property and
any other proceeds received in connection
with the final sale of a related REO
Property, less the sum of related
unreimbursed Advances, Servicing Fees,
Servicing Advances and any other expenses
related to such Mortgage Loan.
Loan-to-Value Ratio: With respect to any Mortgage Loan, the
fraction,
expressed as a percentage, the numerator of
which is the original principal
balance of the related Mortgage Loan and
the denominator of which is the lesser
of (X) the Appraised Value of the related
Mortgaged Property (or
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<PAGE>
applicable dwelling unit, in the case of a
Co-op Loan) and (Y) the sales price
of the related Mortgaged Property (or
applicable dwelling unit, in the case of a
Co-op Loan) at the time of origination.
Losses:
Any losses, claims, damages, liabilities or expenses
collectively.
Lower Tier
REMIC: As described in the Preliminary Statement and Section
2.07.
Lower Tier
REMIC Interests: Each of the Class LTA-1A Interest, the Class
LTA-1B Interest, the Class LTA-2A Interest,
the Class LTA-2B Interest, the Class
LTA-2C Interest, the Class LTM-1 Interest,
the Class LTM-2 Interest, the Class
LTM-3 Interest, the Class LTM-4 Interest,
the Class LTM-5 Interest, the Class
LTM-6 Interest, the Class LTB-1 Interest,
the Class LTB-2 Interest, the Class
LTB-3 Interest, the Class LTB-4 Interest,
the Class LTB-5 Interest, the Class
LTIX Interest, the Class LTIIX Interest,
the Class LTII1A Interest, the Class
LTII1B Interest, the Class LTII2A Interest,
the Class LTII2B Interest and the
Class LTR Interest.
Lower Tier
REMIC I Marker Interests: Each of the classes of Lower Tier
REMIC Regular Interests other than the
Class LTIX Interest, the Class LTIIX
Interest, the Class LTII1A Interest, the
Class LTII1B Interest, the Class LTII2A
Interest, the Class LTII2B Interest.
Lower Tier
REMIC II Marker Interests: Each of the Class LTII1A Interest,
the Class LTII1B Interest, the Class LTII2A
Interest and the Class LTII2B
Interest.
Lower Tier
REMIC Regular Interests: Each of the Lower Tier REMIC Interests
other than the Class LTR Interest.
Lower Tier
REMIC Subordinated Balance Ratio: The ratio of (i) the
principal balance of the Class LTII1A
Interest to (ii) the principal balance of
the Class LTII2A Interest that is equal to
the ratio of (i) the excess of (A)
the sum of (1) the aggregate Stated
Principal Balance of Group One and (2) the
portion of the Group One Original
Pre-Funded Amount remaining in the Pre-Funding
Account (disregarding income or loss on
investments of amounts on deposit in the
Pre-Funding Account) over (B) the current
Certificate Principal Balance of the
Class A-1 and Class R Certificates to (ii)
the excess of (A) the sum of (1) the
aggregate Stated Principal Balance of Group
Two and (2) the portion of the Group
Two Original Pre-Funded Amount remaining in
the Pre-Funding Account
(disregarding income or loss on investments
of amounts on deposit in the
Pre-Funding Account) over (B) the current
Certificate Principal Balance of the
Class A-2 Certificates.
Master
Servicer: Wells Fargo Bank, N.A., a national banking
association,
or any successor in interest.
Maximum
Mortgage Rate: With respect to each Adjustable Rate Mortgage
Loan,
the maximum rate of interest set forth as
such in the related Mortgage Note and
with respect to each Fixed Rate Mortgage
Loan, the rate of interest set forth in
the related Mortgage Note.
Maximum
Rate Cap: Any of the
Class A-1 Maximum Rate Cap, the Class A-2
Maximum Rate Cap or the Subordinated
Certificate Maximum Rate Cap.
MERS:
Mortgage Electronic Registration Systems, Inc., a corporation
organized and existing under the laws of
the State of Delaware, or any successor
thereto.
MERS Loan:
Any Mortgage Loan registered with MERS on the MERS System.
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<PAGE>
MERS
System: The system of recording transfers of mortgage
electronically
maintained by MERS.
MIN: The
loan number for any MERS Loan.
Minimum
Mortgage Rate: With respect to each Adjustable Rate Mortgage
Loan,
the minimum rate of interest set forth as
such in the related Mortgage Note.
Minimum
Required Overcollateralization Amount: An amount equal to the
product of (x) 0.50% and (y) the sum of (i)
the Stated Principal Balance of the
Mortgage Loans as of the Cut-off Date and
(y) the Original Pre-Funded Amount.
MOM Loan:
Any Mortgage Loan as to which MERS is acting as mortgagee,
solely as nominee for the originator of
such Mortgage Loan and its successors
and assigns.
Monthly
Excess Interest Amount: With respect to each Distribution Date,
the amount, if any, by which the Interest
Funds for such Distribution Date
exceeds the aggregate amount distributed on
such Distribution Date pursuant to
Section 4.04(b) (other than the last clause
thereof).
Monthly
Statement: The statement delivered to the Certificateholders
pursuant to Section 4.05.
Moody's:
Moody's Investors Service, Inc. or any successor in interest.
Mortgage:
With respect to a Mortgage Loan that is not a Co-op Loan, the
mortgage, deed of trust or other instrument
with all riders attached thereto
creating a first or second lien or a first
or second priority ownership interest
in an estate in fee simple in real property
securing a Mortgage Note. With
respect to a Co-op Loan, the security
agreement with all riders attached thereto
creating a security interest in the stock
allocated to a dwelling unit in a
residential cooperative housing corporation
and pledged to secure such Co-op
Loan and the related Co-op Lease.
Mortgage
File: The mortgage documents listed in Section 2.01 hereof
pertaining to a particular Mortgage Loan
and any additional documents delivered
to the Trustee to be added to the Mortgage
File pursuant to this Agreement.
Mortgage
Group: Either of Group One or Group Two.
Mortgage
Loans: Such of the mortgage loans transferred and assigned to
the
Trustee pursuant to the provisions hereof
as from time to time are held as a
part of the Trust Fund (including any REO
Properties and, following the related
Subsequent Mortgage Loan Transfer Date, any
Subsequent Mortgage Loan delivered
pursuant to a Subsequent Transfer
Instrument), the mortgage loans so held being
identified in the Mortgage Loan Schedule,
notwithstanding foreclosure or other
acquisition of title of the related
Mortgaged Property. Any mortgage loan that
was intended by the parties hereto to be
transferred to the Trust Fund as
indicated by such Mortgage Loan Schedule
which is in fact not so transferred for
any reason shall continue to be a Mortgage
Loan hereunder until the Purchase
Price with respect thereto has been paid to
the Trust Fund.
Mortgage
Loan Schedule: The list of Mortgage Loans (as from time to time
amended by the Trustee to reflect the
deletion of Deleted Mortgage Loans and the
addition of Replacement Mortgage Loans
pursuant to the provisions of this
Agreement and as supplemented by each
schedule of Subsequent Mortgage Loans
attached to a Subsequent Transfer
Instrument) transferred to the Trustee as part
of the
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<PAGE>
Trust Fund and from time to time subject to
this Agreement, attached hereto as
Exhibits B-1, B-2 and B-3, setting forth
the following information with respect
to each Mortgage Loan:
(i) the loan
number;
(ii) borrower name and
address;
(iii) the unpaid principal balance of the Mortgage Loans;
(iv) the Initial
Mortgage Rate;
(v) the original
maturity date and the months remaining before
maturity
date;
(vi) the original
principal balance;
(vii) the Cut-off Date Principal Balance or Subsequent Cut-off
Date
Principal Balance (with respect to Subsequent Mortgage Loans);
(viii) the first payment due date of the Mortgage Loan;
(ix) the Loan-to-Value
Ratio at origination with respect to a first
lien Mortgage Loan, or the Combined Loan-to-Value Ratio with
respect to a second lien Mortgage Loan;
(x) a code
indicating whether the residential dwelling at the time
of origination was represented to be owner-occupied;
(xi) a code indicating
the property type;
(xii) with respect to each Adjustable Rate Mortgage Loan;
(A) the
frequency of each Adjustment Date;
(B) the next
Adjustment Date;
(C) the Maximum
Mortgage Rate;
(D) the Minimum
Mortgage Rate;
(E) the Mortgage
Rate as of the Cut-off Date;
(F) the related
Periodic Rate Cap;
(G) the Gross
Margin;
(H) the lifetime
rate cap;
(xiii) location of the related Mortgaged Property (or
Underlying
Mortgaged Property, in the case of a Co-op Loan);
(xiv) a code indicating whether a Prepayment Charge is
applicable
and, if so the term of such Prepayment Charge;
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<PAGE>
(xv) the Credit Score
and date obtained; and
(xvi) the MIN.
Mortgage
Note: The original executed note or other evidence of
indebtedness evidencing the indebtedness of
a Mortgagor under a Mortgage Loan
and all amendments, modifications and
attachments thereto with all riders
attached thereto.
Mortgage
Pool: The aggregate of the Mortgage Loans identified in the
Mortgage Loan Schedule.
Mortgaged
Property: The underlying property securing a Mortgage Loan.
Mortgage
Rate: The annual rate of interest borne by a Mortgage Note from
time to time.
Mortgagor:
The obligor on a Mortgage Note.
Net
Mortgage Rate: As to each Mortgage Loan, and at any time, the
per
annum rate equal to the then current
Mortgage Rate less the Servicing Fee Rate
and the Securities Administrator Fee
Rate.
Net Rate:
With respect to any Distribution Date, the product of (x) the
weighted average Net Mortgage Rate for the
Included Mortgage Loans calculated
based on the respective Net Mortgage Rates
and the Stated Principal Balances of
such Included Mortgage Loans as of the
preceding Distribution Date (or, in the
case of the first Distribution Date, as of
the Cut-off Date) and (y) a fraction,
the numerator of which is 30 and the
denominator of which is the actual number
of days in the related Accrual Period.
Net WAC:
With respect to any Distribution Date and any Mortgage Group, a
per annum rate equal to 12 times the
quotient obtained by dividing (x) the total
scheduled interest on the Included Mortgage
Loans in such Mortgage Group based
on the Net Mortgage Rates in effect on the
related Due Date by (y) the aggregate
Stated Principal Balance of the Included
Mortgage Loans in such Mortgage Group
as of the preceding Distribution Date (or,
in the case of the first Distribution
Date, as of the Cut-off Date).
NIM Notes:
The notes to be issued pursuant to the Indenture.
NIMs
Insurer: Any of the one or more insurers, if any, that is
guaranteeing certain payments under any NIM
Notes; provided, that upon the
payment in full of the NIM Notes, all
rights of the NIMs Insurer hereunder shall
terminate.
NIMs
Insurer Default: As defined in Section 10.12.
Non-Recoverable Advance: Any portion of an Advance previously made
or
proposed to be made by the Servicer that,
in the good faith judgment of the
Servicer, will not or, in the case of a
current delinquency, would not, be
ultimately recoverable by the Servicer from
the related Mortgagor, related
Liquidation Proceeds or otherwise with
respect to the related Mortgage Loan.
Non-Recoverable Servicing Advance: Any portion of a Servicing
Advance
previously made or proposed to be made by
the Servicer that, in the good faith
judgment of the Servicer, will not or, in
the case of a current Servicing
Advance, would not, be ultimately
recoverable by the Servicer from the related
Mortgagor, related Liquidation Proceeds or
otherwise with respect to the related
Mortgage Loan.
Non-Supported Interest Shortfall: As defined in Section 4.02.
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<PAGE>
Offered
Certificates: The Class A-1, Class A-2, Class M, Class B-1 and
Class R Certificates.
Officer's
Certificate: A certificate (1) signed by the Chairman of the
Board, the Vice Chairman of the Board, the
President, a vice president (however
denominated), an Assistant Vice President,
the Treasurer, the Secretary, or one
of the assistant treasurers or assistant
secretaries of the Depositor, the
Master Servicer, the Servicer or the
Securities Administrator (or any other
officer customarily performing functions
similar to those performed by any of
the above designated officers and also to
whom, with respect to a particular
matter, such matter is referred because of
such officer's knowledge of and
familiarity with a particular subject) or
(2), if provided for in this
Agreement, signed by a Servicing Officer,
as the case may be, and delivered to
the Depositor, the Master Servicer, the
Servicer, the Securities Administrator
or the Trustee, as the case may be, as
required by this Agreement.
One-Month
LIBOR: With respect to any Accrual Period, the rate determined
by the Securities Administrator on the
related Interest Determination Date on
the basis of (a) the offered rates for
one-month United States dollar deposits,
as such rates appear on Telerate page 3750,
as of 11:00 a.m. (London time) on
such Interest Determination Date or (b) if
such rate does not appear on Telerate
Page 3750 as of 11:00 a.m. (London time),
the offered rates of the Reference
Banks for one-month United States dollar
deposits, as such rates appear on the
Reuters Screen LIBO Page, as of 11:00 a.m.
(London time) on such Interest
Determination Date. If One-Month LIBOR is
determined pursuant to clause (b)
above, on each Interest Determination Date,
One-Month LIBOR for the related
Accrual Period will be established by the
Securities Administrator as follows:
(i) If on such
Interest Determination Date two or more Reference
Banks provide such offered quotations, One-Month LIBOR for the
related Accrual Period shall be the arithmetic mean of such
offered quotations (rounded upwards if necessary to the
nearest whole multiple of 0.03125%).
(ii) If on such
Interest Determination Date fewer than two
Reference Banks provide such offered quotations, One-Month
LIBOR for the related Accrual Period shall be the higher of
(i) One-Month LIBOR as determined on the previous Interest
Determination Date and (ii) the Reserve Interest Rate.
Opinion of
Counsel: A written opinion of counsel, who may be counsel for
the Depositor, the Master Servicer, the
Servicer or the Securities
Administrator, reasonably acceptable to
each addressee of such opinion;
provided, however, that with respect to
Section 6.04 or 10.01, or the
interpretation or application of the REMIC
Provisions, such counsel must (1) in
fact be independent of the Depositor, the
Master Servicer, the Servicer or the
Securities Administrator, (2) not have any
direct financial interest in the
Depositor, the Master Servicer, the
Servicer or the Securities Administrator or
in any affiliate of any such party and (3)
not be connected with the Depositor,
the Master Servicer, the Servicer or the
Securities Administrator as an officer,
employee, promoter, underwriter, trustee,
partner, director or person performing
similar functions.
Optional
Termination: The termination of the Trust Fund hereunder
pursuant
to clause (b) of Section 9.01 hereof.
Optional
Termination Amount: The amount received by the Securities
Administrator in connection with any
purchase of all of the Mortgage Loans and
REO Properties pursuant to Section
9.01(b).
Optional
Termination Date: The first Distribution Date on which the
aggregate Stated Principal Balance of the
Mortgage Loans and REO Properties is
equal to or less than 10% of the sum of (i)
the
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<PAGE>
aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-off Date
and (ii) the Original Pre-Funded
Amount.
Optional
Termination Price: On any date after the Optional Termination
Date, an amount equal to the sum of (A) the
aggregate Stated Principal Balance
of each Mortgage Loan (other than any
Mortgage Loan that has become an REO
Property) as of the Distribution Date on
which the proceeds of the Optional
Termination are distributed to the
Certificateholders, plus accrued interest
thereon at the applicable Mortgage Rate as
of the Due Date preceding the
Distribution Date on which the proceeds of
the Optional Termination are
distributed to Certificateholders and the
fair market value of any REO Property,
plus accrued interest thereon as of the
Distribution Date on which the proceeds
of the Optional Termination are distributed
to Certificateholders, (B) any
unreimbursed out-of-pocket costs and
expenses owed to the Trustee, the Master
Servicer, the Securities Administrator or
the Servicer and any unpaid or
unreimbursed Servicing Fees, Securities
Administrator Fees, Advances and
Servicing Advances and (C) any unreimbursed
costs, penalties and/or damages
incurred by the Trust Fund in connection
with any violation relating to any of
the Mortgage Loans of any predatory or
abusive lending law.
Original
Pre-Funded Amount: The amount deposited by the Depositor in the
Pre-Funding Account on the Closing Date
from the proceeds of the issuance of the
Certificates, which amount is
$294,099,545.
OTS: The
Office of Thrift Supervision.
Outstanding: With respect to the Certificates as of any date of
determination, all Certificates theretofore
executed and authenticated under
this Agreement except: (1) Certificates
theretofore canceled by the Securities
Administrator or delivered to the
Securities Administrator for cancellation; and
(2) Certificates in exchange for which or
in lieu of which other Certificates
have been executed by the Securities
Administrator and delivered by the
Securities Administrator pursuant to this
Agreement.
Outstanding Mortgage Loan: As of any Distribution Date, a Mortgage
Loan
with a Stated Principal Balance greater
than zero that was not the subject of a
Principal Prepayment in full, and that did
not become a Liquidated Loan, prior
to the end of the related Due Period.
Overcollateralization Amount: As of any date of determination, the
excess
of (1) the sum of (x) the Stated Principal
Balance of the Mortgage Loans and (y)
the amount on deposit in the Pre-Funding
Account (disregarding income or loss on
investments of amounts on deposit in the
Pre-Funding Account) over (2) the
Certificate Principal Balance of the
Certificates (other than the Class P
Certificates and the Class C
Certificates).
Ownership
Interest: As to any Certificate, any ownership interest in such
Certificate including any interest in such
Certificate as the Holder thereof and
any other interest therein, whether direct
or indirect, legal or beneficial.
Ownit:
Ownit Mortgage Solutions Inc., a California corporation, or its
successor in interest.
Pass-Through Rate: With respect to any Class of Certificates,
the
corresponding Pass-Through Rate for such
Class of Certificates.
Percentage
Interest: With respect to:
(i) any Class,
the percentage interest in the undivided beneficial
ownership interest evidenced by such Class which shall be
equal to the Certificate Principal Balance
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<PAGE>
of such Class divided by the aggregate Certificate Principal
Balance of all Classes; and
(ii) any Certificate,
the Percentage Interest evidenced thereby of
the related Class shall equal the percentage obtained by
dividing the Denomination of such Certificate by the aggregate
of the Denominations of all Certificates of such Class; except
that in the case of any Class P Certificates, the Percentage
Interest with respect to such Certificate shown on the face of
such Certificate.
Periodic
Rate Cap: As to each Adjustable Rate Mortgage Loan and the
related Mortgage Note, the provision
therein that limits permissible increases
and decreases in the Mortgage Rate on any
Adjustment Date.
Permitted
Activities: The
primary activities of the Trust Fund created
pursuant to this Agreement which shall
be:
(i) holding
Mortgage Loans transferred from the Depositor and
other assets of the Trust Fund, including the Cap Contracts
and any credit enhancement and passive derivative financial
instruments that pertain to beneficial interests issued or
sold to parties other than the Depositor, its Affiliates, or
its agents;
(ii) issuing
Certificates and other interests in the assets of the
Trust Fund;
(iii) receiving collections on the Mortgage Loans and the Cap
Contracts and making payments on such Certificates and
interests in accordance with the terms of this Agreement; and
(iv) engaging in other
activities that are necessary or incidental
to accomplish these limited purposes, which activities cannot
be contrary to the status of the Trust Fund as a qualified
special purpose entity under existing accounting literature.
Permitted
Investments: At any
time, any one or more of the following
obligations and securities:
(i) obligations
of the United States or any agency thereof,
provided such obligations are backed by the full faith and
credit of the United States;
(ii) general
obligations of or obligations guaranteed by any state
of the United States or the District of Columbia receiving the
highest long-term debt rating of each Rating Agency rating the
Certificates;
(iii) commercial or finance company paper, other than commercial
or
finance company paper issued by the Depositor, the Securities
Administrator or any of its Affiliates, which is then
receiving the highest commercial or finance company paper
rating of each such Rating Agency;
(iv) certificates of
deposit, demand or time deposits, or bankers'
acceptances (other than banker's acceptances issued by the
Securities Administrator or any of its Affiliates) issued by
any depository institution or trust company incorporated under
the laws of the United States or of any state thereof and
subject to supervision and examination by federal and/or state
banking authorities, provided that the commercial paper and/or
long term unsecured debt obligations of such
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<PAGE>
depository institution or trust company are then rated one of
the two highest
long-term and the highest short-term ratings
of each such Rating Agency for such securities;
(v) demand or
time deposits or certificates of deposit issued by
any bank or trust company or savings institution to the extent
that such deposits are fully insured by the FDIC;
(vi) guaranteed
reinvestment agreements issued by any bank,
insurance company or other corporation rated in the two
highest long-term or the highest short-term ratings of each
Rating Agency containing, at the time of the issuance of such
agreements, such terms and conditions as will not result in
the downgrading or withdrawal of the rating then assigned to
the Certificates by any such Rating Agency as evidenced by a
letter from each Rating Agency;
(vii) repurchase obligations with respect to any security
described
in clauses (i) and (ii) above, in either case entered into
with a depository institution or trust company (acting as
principal) described in clause (v) above;
(viii) securities (other than stripped bonds, stripped coupons
or
instruments sold at a purchase price in excess of 115% of the
face amount thereof) bearing interest or sold at a discount
issued by any corporation, other than the Securities
Administrator or any of its Affiliates, incorporated under the
laws of the United States or any state thereof which, at the
time of such investment, have one of the two highest long term
ratings of each Rating Agency;
(ix) interests in any
money market fund (including those managed or
advised by the Securities Administrator, the Trustee or their
respective affiliates) which at the date of acquisition of the
interests in such fund and throughout the time such interests
are held in such fund has the highest applicable long term
rating by each Rating Agency rating such fund; and
(x) short term
investment funds sponsored by any trust company or
national banking association incorporated under the laws of
the United States or any state thereof, other than the
Securities Administrator or any of its Affiliates, which on
the date of acquisition has been rated by each such Rating
Agency in their respective highest applicable rating category;
provided, that no such instrument shall be
a Permitted Investment if such
instrument (i) evidences the right to
receive interest only payments with
respect to the obligations underlying such
instrument, (ii) is purchased at a
premium or above par or (iii) is purchased
at a deep discount; provided,
further, that no such instrument shall be a
Permitted Investment (A) if such
instrument evidences principal and interest
payments derived from obligations
underlying such instrument and the interest
payments with respect to such
instrument provide a yield to maturity of
greater than 120% of the yield to
maturity at par of such underlying
obligations, or (B) if it may be redeemed at
a price below the purchase price (the
foregoing clause (B) not to apply to
investments in units of money market funds
pursuant to clause (ix) above); and
provided, further, (I) that no amount
beneficially owned by any REMIC
(including, without limitation, any amounts
collected by the Servicer but not
yet deposited in the Collection Account)
may be invested in investments (other
than money market funds) treated as equity
interests for Federal income tax
purposes, unless the Servicer shall receive
an Opinion of Counsel, at the
expense of the party requesting that such
investment be made, to the effect that
such investment will not adversely affect
the status of the any
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<PAGE>
REMIC provided for herein as a REMIC under
the Code or result in imposition of a
tax on the Trust Fund or any REMIC provided
for herein and (II) each such
investment must be a "permitted investment"
within the meaning of Section
860G(a)(5) of the Code. Permitted
Investments that are subject to prepayment or
call may not be purchased at a price in
excess of par.
Permitted
Transferee: Any Person other than (i) the United States, any
State or political subdivision thereof, or
any agency or instrumentality of any
of the foregoing, (ii) a foreign
government, International Organization or any
agency or instrumentality of either of the
foregoing, (iii) an organization
(except certain farmers' cooperatives
described in Section 521 of the Code) that
is exempt from tax imposed by Chapter 1 of
the Code (including the tax imposed
by Section 511 of the Code on unrelated
business taxable income) on any excess
inclusions (as defined in Section
860E(c)(1) of the Code) with respect to the
Class R Certificate, (iv) rural electric
and telephone cooperatives described in
Section 1381(a)(2)(C) of the Code, and (v)
a Person that is not a citizen or
resident of the United States, a
corporation or partnership (or other entity
treated as a corporation or partnership for
United States federal income tax
purposes) created or organized in or under
the laws of the United States or any
State thereof or the District of Columbia
or an estate whose income from sources
without the United States is includable in
gross income for United States
federal income tax purposes regardless of
its connection with the conduct of a
trade or business within the United States,
or a trust if a court within the
United States is able to exercise primary
supervision over the administration of
the trust and one or more United States
persons have authority to control all
substantial decisions of the trust, unless,
in the case of this clause (v), such
Person has furnished the transferor and the
Securities Administrator with a duly
completed Internal Revenue Service Form
W-8ECI or applicable successor form. The
terms "United States," "State" and
"International Organization" shall have the
meanings set forth in Section 7701 of the
Code. A corporation will not be
treated as an instrumentality of the United
States or of any State thereof for
these purposes if all of its activities are
subject to tax and, with the
exception of the Federal Home Loan Mortgage
Corporation, a majority of its board
of directors is not selected by such
government unit.
Person:
Any individual, corporation, partnership, limited liability
company, joint venture, association,
joint-stock company, trust, unincorporated
organization or government, or any agency
or political subdivision thereof.
Pool
Stated Principal Balance: As to any Distribution Date, the sum of
(i)
the aggregate of the Stated Principal
Balances, as of such Distribution Date, of
the Mortgage Loans that were Outstanding
Mortgage Loans as of such date and (ii)
the Pre-Funded Amount as of such
Distribution Date.
Preference
Claim: The meaning set forth in Section 4.04(j) hereof.
Pre-Funded
Amount: As of any date of determination, the amount on deposit
in the Pre-Funding Account (not including
any income, gain or loss on such
amount).
Pre-Funding Account: The account established and maintained
pursuant to
Section 4.06.
Prepayment
Assumption: A rate or rates of prepayment, as described in the
Prospectus Supplement in the definition of
"Modeling Assumptions," relating to
the Offered Certificates.
Prepayment
Charges: Any prepayment fees, premiums or charges to be paid by
the Mortgagor on a Mortgage Loan pursuant
to the terms of the related Mortgage
Note or Mortgage, as applicable, as
identified on the Mortgage Loan Schedule.
Prepayment
Interest Excesses: With respect to any Servicer Remittance
Date, for each Mortgage Loan that was the
subject of a Principal Prepayment in
full during the portion of the related
Prepayment
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<PAGE>
Period occurring between the first day of
the calendar month in which such
Servicer Remittance Date occurs and the
last day of the related Prepayment
Period, an amount equal to interest (to the
extent received) at the applicable
Net Mortgage Rate on the amount of such
Principal Prepayment for the number of
days commencing on the first day of the
calendar month in which such Servicer
Remittance Date occurs and ending on the
date on which such Principal Prepayment
is so applied.
Prepayment
Interest Shortfall: With respect to any Distribution Date, for
each Mortgage Loan that was the subject of
a Principal Prepayment in full (other
than a Principal Prepayment in full
resulting from the purchase of a Mortgage
Loan pursuant to Section 2.02, 2.03 or 9.01
hereof), the amount, if any, by
which (i) one month's interest at the
applicable Net Mortgage Rate on the Stated
Principal Balance of such Mortgage Loan as
of the preceding Distribution Date or
in the case of a partial Principal
Prepayment, on the amount of such prepayment,
exceeds (ii) the amount of interest paid or
collected in connection with such
Principal Prepayment.
Prepayment
Period: As to any Distribution Date, the period beginning with
the opening of business on the 15th day of
the calendar month preceding the
month in which such Distribution Date
occurs (or in the case of the first
Distribution Date, beginning with the
opening of business on the Cut-off Date)
and ending on the close of business on the
14th day of the month in which such
Distribution Date occurs.
Principal
Distribution Amount: With respect to each Distribution Date,
the
sum of (i) the Principal Funds for such
Distribution Date and (ii) any Extra
Principal Distribution Amount for such
Distribution Date.
Principal
Funds: With respect to the Mortgage Loans and any Distribution
Date, the sum, without duplication, of (1)
all scheduled principal due during
the related Due Period and received before
the related Servicer Remittance Date
or advanced on or before the related
Servicer Remittance Date, (2) Principal
Prepayments collected in the related
Prepayment Period, (3) the Stated Principal
Balance of each Mortgage Loan that was
purchased by the Depositor or the
Servicer during the related Prepayment
Period or, in the case of a purchase
pursuant to Section 9.01, on any Business
Day prior to such Distribution Date,
(4) the amount, if any, by which the
aggregate unpaid principal balance of any
Replacement Mortgage Loan is less than the
aggregate unpaid principal of the
related Deleted Mortgage Loans delivered by
the Seller in connection with a
substitution of a Mortgage Loan pursuant to
Section 2.03(c), (5) all Liquidation
Proceeds collected during the related
Prepayment Period (to the extent such
Liquidation Proceeds related to principal),
(6) all Subsequent Recoveries
received during the related Due Period, (7)
with respect to the Distribution
Date immediately following the end of the
Funding Period, any amounts in the
Pre-Funding Account (as determined without
regard to income or losses arising
from the investment of amounts on deposit
in the Pre-Funding Account) after
giving effect to the purchase of any
Subsequent Mortgage Loans and (8) all other
collections and recoveries in respect of
principal during the related Prepayment
Period less (A) all Non-Recoverable
Advances relating to principal with respect
to the Mortgage Loans and (B) other amounts
reimbursable to the Servicer, the
Master Servicer, the Securities
Administrator and the Trustee pursuant to this
Agreement and allocable to principal.
Principal
Prepayment: Any Mortgagor payment or other recovery of (or
proceeds with respect to) principal on a
Mortgage Loan (including Mortgage Loans
purchased or repurchased under Sections
2.02, 2.03, 3.12 and 9.01 hereof) that
is received or recovered in advance of its
scheduled Due Date and is not
accompanied by an amount as to interest
representing scheduled interest due on
any date or dates in any month or months
subsequent to the month of prepayment.
Partial Principal Prepayments shall be
applied by the Servicer in accordance
with the terms of the related Mortgage
Note.
- 45 -
<PAGE>
Prospectus
Supplement: The Prospectus Supplement dated April 6, 2005
relating to the public offering of the
Offered Certificates.
PUD: A
Planned Unit Development.
Purchase
Price: With respect to any Mortgage Loan required to be
repurchased by the Seller or the Transferor
pursuant to Section 2.02 or 2.03
hereof or purchased by the Servicer
pursuant to Section 3.12(c) hereof, an
amount equal to the sum of (i) 100% of the
unpaid principal balance of the
Mortgage Loan as of the date of such
purchase together with any unreimbursed
Servicing Advances, (ii) accrued interest
on such unpaid principal balance at
the applicable Mortgage Rate from (a) the
date through which interest was last
paid by the Mortgagor to (b) the Due Date
in the month in which the Purchase
Price is to be distributed to
Certificateholders and (iii) any unreimbursed
costs, penalties and/or damages incurred by
the Trust Fund (or the Trustee on
behalf of the Trust Fund) in connection
with any violation relating to such
Mortgage Loan of any predatory or abusive
lending law. With respect to any REO
Property purchased by the Servicer pursuant
to Section 3.12(c) hereof, an amount
equal to the fair market value of such REO
Property, as determined in good faith
by the Servicer
Rating
Agency: Any of Fitch, S&P or Moody's. If any such organization
or
its successor is no longer in existence,
"Rating Agency" shall be a nationally
recognized statistical rating organization,
or other comparable Person,
designated by the Depositor, notice of
which designation shall be given to the
Trustee. References herein to a given
rating category of a Rating Agency shall
mean such rating category without giving
effect to any modifiers.
Realized
Loss: With respect to (1) a Liquidated Loan, the amount, if
any,
by which the Stated Principal Balance and
accrued interest thereon at the Net
Mortgage Rate exceeds the amount actually
recovered by the Servicer with respect
thereto (net of reimbursement of Advances
and Servicing Advances) at the time
such Mortgage Loan became a Liquidated Loan
or (2) a Mortgage Loan which is not
a Liquidated Loan, any amount of principal
that the Mortgagor is no longer
legally required to pay (except for the
extinguishment of debt that results from
the exercise of remedies due to default by
the Mortgagor).
Record
Date: With respect to any Distribution Date, the close of
business
on the last Business Day of the month
preceding the month in which the
applicable Distribution Date occurs (or, in
the case of the first Distribution
Date, the Closing Date).
Reference
Banks: Barclays Bank PLC, JPMorgan Chase Bank, N.A., Citibank,
N.A., Wells Fargo Bank, N.A. and NatWest,
N.A.; provided that if any of the
foregoing banks are not suitable to serve
as a Reference Bank, then any leading
banks selected by the Securities
Administrator which are engaged in transactions
in Eurodollar deposits in the international
Eurocurrency market (i) with an
established place of business in London,
England, (ii) whose quotations appear
on the Reuters Screen LIBO Page on the
relevant Interest Determination Date and
(iii) which have been designated as such by
the Securities Administrator.
Regular
Certificate: Any one of the Class A, Class M, and Class B
Certificates.
Relief
Act: The Servicemembers Civil Relief Act or any similar state
or
local law.
Relief Act
Shortfall: With respect to any Distribution Date and any
Mortgage Loan, any reduction in the amount
of interest or principal collectible
on such Mortgage Loan for the most recently
ended calendar month as a result of
the application of the Relief Act.
- 46 -
<PAGE>
REMIC: A
"real estate mortgage investment conduit" within the meaning of
section 860D of the Code. References herein
to "the REMICs" or "a REMIC" shall
mean any of (or, as the context requires,
all of) the Lower Tier REMIC and the
Upper Tier REMIC.
REMIC
Pass-Through Rate: The Class A-1 Available Funds Cap (in the case
of
a Class included in Certificate Group One),
the Class A-2 Available Funds Cap
(in the case of a Class included in
Certificate Group Two) or the Subordinated
Certificate Available Funds Cap (in the
case of the Subordinated Certificates).
REMIC
Provisions: Provisions of the federal income tax law relating
to
real estate mortgage investment conduits,
which appear at sections 860A through
860G of Subchapter M of Chapter 1 of the
Code, and related provisions, and
proposed, temporary and final regulations
and published rulings, notices and
announcements promulgated thereunder, as
the foregoing may be in effect from
time to time as well as provisions of
applicable state laws.
REMIC
Regular Interests: (i) any of the rights under any of the
Certificates (other than the Class P
Certificates, the Class R Certificate and
the Class C Certificates) other than the
rights in interest rate cap contracts
described in Section 2.07 and (ii) the
Uncertificated Class C Interest.
Remittance
Report: As defined in Section 4.04(j) hereof.
REO
Property: A Mortgaged Property acquired by the Servicer, on behalf
of
the Trustee for the benefit of the
Certificateholders, through foreclosure or
deed-in-lieu of foreclosure in connection
with a defaulted Mortgage Loan.
Replacement Mortgage Loan: A Mortgage Loan substituted by the
Depositor
for a Deleted Mortgage Loan, which must, on
the date of such substitution, as
confirmed in a Request for Release,
substantially in the form of Exhibit I (1)
have a Stated Principal Balance, after
deduction of the principal portion of the
Scheduled Payment due in the month of
substitution, not in excess of, and not
less than 90% of the Stated Principal
Balance of the Deleted Mortgage Loan; (2)
with respect to any Fixed Rate Mortgage
Loan, have a Mortgage Rate not less than
or no more than 1% per annum higher than
the Mortgage Rate of the Deleted
Mortgage Loan and, with respect to any
Adjustable Rate Mortgage Loan: (A) have a
Maximum Mortgage Rate no more than 1% per
annum higher or lower than the Maximum
Mortgage Rate of the Deleted Mortgage Loan;
(B) have a Minimum Mortgage Rate no
more than 1% per annum higher or lower than
the Minimum Mortgage Rate of the
Deleted Mortgage Loan; (C) have the same
index and Periodic Rate Cap as that of
the Deleted Mortgage Loan and a Gross
Margin not more than 1% per annum higher
or lower than that of the Deleted Mortgage
Loan; (D) not permit conversion of
the related Mortgage Rate to a fixed
Mortgage Rate and (F) currently be accruing
interest at a rate not more than 1% per
annum higher or lower than that of the
Deleted Mortgage Loan; (3) have a similar
or higher FICO score or credit grade
than that of the Deleted Mortgage Loan; (4)
have a Loan-to-Value Ratio (or
Combined Loan-to-Value Ratio, in the case
of the Mortgage Loans in a second lien
position) no higher than that of the
Deleted Mortgage Loan; (5) have a remaining
term to maturity no greater than (and not
more than one year less than) that of
the Deleted Mortgage Loan; (6) provide for
a Prepayment Charge on terms
substantially similar to those of the
Prepayment Charge, if any, of the Deleted
Mortgage Loan; (7) have the same lien
priority as the Deleted Mortgage Loan; (8)
constitute the same occupancy type as the
Deleted Mortgage Loan; and (9) comply
with each representation and warranty set
forth in Section 2.03 hereof.
Request
for Release: The Request for Release of Documents submitted by
the
Servicer to the Trustee (or its custodian),
substantially in the form of Exhibit
I hereto.
- 47 -
<PAGE>
Required
Insurance Policy: With respect to any Mortgage Loan, any
insurance policy that is required to be
maintained from time to time under this
Agreement.
Required
Percentage: As of any Distribution Date following the Stepdown
Date, the quotient of (1) the excess of (A)
the Stated Principal Balances of the
Mortgage Loans as of such Distribution
Date, over (B) the Certificate Principal
Balance of the most senior Class of
Certificates outstanding as of such
Distribution Date, prior to giving effect
to distributions to be made on such
Distribution Date and (2) the Stated
Principal Balance of the Mortgage Loans as
of such Distribution Date.
Required
Withdrawal: With respect to any Distribution Date on or prior
to
the Distribution Date in June 2005, an
amount equal to the sum of (A) the
product of (i) the amount relating to Group
One on deposit in the Pre-Funding
Account (as determined without regard to
income from investments of amounts on
deposit in the Pre-Funding Account and
without regard to losses from such
investments) as of the close of the
preceding calendar month (or, if such date
would be prior to the Closing Date, the
Group One Original Pre-Funded Amount)
and (ii) the Net WAC for Group One and (B)
the product of (i) the amount
relating to Group Two on deposit in the
Pre-Funding Account (as determined
without regard to income from investments
on amounts on deposit in the
Pre-Funding Account and without regard to
losses from such investments) as of
the close of the preceding calendar month
(or, if such date would be prior to
the Closing Date, the Group Two Original
Pre-Funded Amount) and (ii) the Net WAC
for Group Two.
Reserve
Interest Rate: [Revise]With respect to any Interest
Determination
Date, the rate per annum that the
Securities Administrator determines to be (1)
the arithmetic mean (rounded upwards if
necessary to the nearest whole multiple
of 0.03125%) of the one-month United States
dollar lending rates which New York
City banks selected by the Securities
Administrator are quoting on the relevant
Interest Determination Date to the
principal London offices of leading banks in
the London interbank market or (2) in the
event that the Securities
Administrator can determine no such
arithmetic mean, the lowest one-month United
States dollar lending rate which New York
City banks selected by the Securities
Administrator are quoting on such Interest
Determination Date to leading
European banks.
Residual
Excess Interest Amount: With respect to any Distribution Date,
the excess of (x) 0.05% of the Monthly
Excess Interest Amount for such
Distribution Date and all prior
Distribution Dates over (y) all payments
previously made to the Class R Certificate
in respect of the Residual Excess
Interest Amount.
Residual
Interest: An interest in the Upper Tier REMIC that is entitled
to
all distributions of principal and interest
on the Class R Certificate other
than distributions in respect of the Class
LTR Interest and distributions on the
Class R Certificate in respect of Excess
Interest.
Responsible Officer: When used with respect to the Securities
Administrator or the Servicer, any officer
of the Securities Administrator or
the Servicer with direct responsibility for
the administration of this Agreement
and any other officer to whom, with respect
to a particular matter, such matter
is referred because of such officer's
knowledge of and familiarity with the
particular subject. When used with respect
to the Trustee, any officer of the
Trustee with direct responsibility for the
administration of this Agreement and
also means any other officer to whom, with
respect to a particular matter, such
matter is referred because of such
officer's knowledge of and familiarity with
the particular subject.
Reuters
Screen LIBO Page: The display designated as page "LIBO" on the
Reuters Monitor Money Rates Service (or
such other page as may replace such LIBO
page on that service for the purpose of
displaying London interbank offered
rates of major banks.
- 48
-
<PAGE>
S&P:
Standard & Poor's, a division of The McGraw-Hill Companies,
Inc., or
any successor in interest.
Sale
Agreement: The Mortgage Loan Sale and Assignment Agreement dated
as
of March 1, 2005 between the Depositor and
the Seller.
Scheduled
Payment: The scheduled monthly payment on a Mortgage Loan due
on
any Due Date allocable to principal and/or
interest on such Mortgage Loan.
Section
302 Requirements: Any rules or regulations promulgated pursuant
to
the Sarbanes-Oxley Act of 2002 (as such may
be amended from time to time).
Securities
Act: The Securities Act of 1933, as amended.
Securities
Administrator: Wells Fargo Bank, N.A., a national banking
association, or any successor in
interest.
Securities
Administrator Fee: The monthly fee payable to the Securities
Administrator from interest collected with
respect to each Mortgage loan equal
to the product of (x) one-twelfth of the
Securities Administrator Fee Rate and
(y) the Stated Principal Balance of such
Mortgage Loan. The Securities
Administrator is also entitled to
investment income earned on the amounts on
deposit in the Certificate Account from the
Business Day preceding the
Distribution Date to and including the
Distribution Date.
Securities
Administrator Fee Rate: 0.008% per annum.
Seller:
Merrill Lynch Mortgage Capital, Inc., a Delaware corporation,
or
its successors in interest.
Servicer:
Litton Loan Servicing LP, a Delaware limited partnership, or
its
successor in interest.
Servicer
Advance Date: As to any Distribution Date, the related Servicer
Remittance Date.
Servicer
Remittance Date: With respect to any Distribution Date, the
10th
day (or if such day is not a Business Day,
the next succeeding Business Day ) of
the month in which the related Distribution
Date occurs.
Servicer
Trigger Event: As defined in Section 7.02 hereof.
Servicer's
Assignee: As defined in Section 10.14(a).
Servicing
Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in the
performance of the Servicer's
servicing obligations hereunder, including,
but not limited to, the cost of (1)
the preservation, inspection, restoration
and protection of a Mortgaged Property
(or Underlying Mortgaged Property, in the
case of a Co-op Loan), including
without limitation advances in respect of
real estate taxes and assessments, (2)
any collection, enforcement or judicial
proceedings, including without
limitation foreclosures, collections and
liquidations, (3) the conservation,
management, sale and liquidation of any REO
Property, (4) executing and
recording instruments of satisfaction,
deeds of reconveyance or Assignments of
Mortgage to the extent not otherwise
recovered from the related Mortgages or
payable under this Agreement, (5)
correcting errors of prior servicers; costs
and expenses charged to the Servicer by the
Trustee or Securities Administrator;
tax tracking; title research; flood
- 49 -
<PAGE>
certifications; lender paid mortgage
insurance, (6) obtaining or correcting any
legal documentation required to be included
in the Mortgage Files and reasonably
necessary for the Servicer to perform its
obligations under this Agreement and
(7) compliance with the obligations under
Sections 3.01 and 3.10; provided that
such amounts are required to be advanced
only to the extent such advances
constitute "unanticipated expenses" within
the meaning of Treasury Regulation
Section 1.860G-1(b)(3)(ii).
Servicing
Fee: As to each Mortgage Loan and any Distribution Date, an
amount equal to the product of (x)
one-twelfth of the Servicing Fee Rate and (y)
the Stated Principal Balance of such
Mortgage Loan as of the preceding
Distribution Date or, in the event of any
payment of interest that accompanies a
Principal Prepayment in full made by the
Mortgagor, interest at the Servicing
Fee Rate on the Stated Principal Balance of
such Mortgage Loan as of the
preceding Distribution Date for the period
covered by such payment of interest.
Servicing
Fee Rate: 0.50% per annum.
Servicing
Officer: Any officer of the Servicer involved in, or
responsible
for, the administration and servicing of
the Mortgage Loans whose name appears
on a list of servicing officers furnished
to the Master Servicer, the Securities
Administrator and the Trustee by the
Servicer on the Closing Date pursuant to
this Agreement, as such lists may from time
to time be amended.
Servicing
Rights Pledgee: One or more lenders, selected by the Servicer,
to which the Servicer may pledge and assign
all of its right, title and interest
in, to and under this Agreement, including
Wachovia Bank, N.A., as the
representative of certain lenders.
Servicing
Transfer Costs: In the event that the Servicer does not
reimburse the Master Servicer under this
Agreement, all costs associated with
the transfer of servicing from the
predecessor Servicer, including, without
limitation, any costs or expenses
associated with the termination of the
predecessor servicer, the appointment of a
successor servicer, the complete
transfer of all servicing data and the
manipulation, completion or correction of
such servicing data as may be required by
the Master Servicer or any successor
servicer to correct any errors or
insufficiencies in the servicing data or
otherwise to enable the Master Servicer or
successor servicer to service the
Mortgage Loans properly and
effectively.
SFAS 140:
Statement of Financial Accounting Standard No. 140, Accounting
for Transfers and Servicing of Financial
Assets and Extinguishments of
Liabilities dated September 2000, published
by the Financial Accounting
Standards Board of the Financial Accounting
Foundation.
Startup
Day: As defined in Section 2.07 hereof.
Stated
Principal Balance: With respect to any Mortgage Loan or related
REO
Property (1) as of the Cut-off Date (or
Subsequent Cut-off Date with respect to
Subsequent Mortgage Loans), the Cut-off
Date Principal Balance (or Subsequent
Cut-off Date Principal Balance with respect
to Subsequent Mortgage Loans)
thereof, and (2) as of any Distribution
Date, such Cut-off Date Principal
Balance (or Subsequent Cut-off Date
Principal Balance with respect to Subsequent
Mortgage Loans), minus the sum of (A) the
principal portion of the Scheduled
Payments (x) due with respect to such
Mortgage Loan during each Due Period
ending prior to such Distribution Date and
(y) that were received by the
Servicer as of the close of business on the
Determination Date related to such
Distribution Date or with respect to which
Advances were made on the Servicer
Advance Date prior to such Distribution
Date and (B) all Principal Prepayments
with respect to such Mortgage Loan received
on or prior to the last day of the
related Prepayment Period, and all
Liquidation Proceeds to the extent applied by
the Servicer as recoveries of principal in
accordance with Section 3.12 with
respect to such Mortgage Loan, that were
received by the Servicer as of the
close of business on the last day of the
related Due Period.
- 50 -
<PAGE>
Notwithstanding the foregoing, the Stated
Principal Balance of a Liquidated Loan
shall be deemed to be zero.
Stepdown
Date: The later to occur of (1) the Distribution Date in April
2008 or (2) the first Distribution Date on
which (A) the Class A Certificate
Principal Balance (reduced by the Principal
Funds with respect to such
Distribution Date) is less than or equal to
(B) 56.80% of the Stated Principal
Balances of the Mortgage Loans as of such
Distribution Date.
Stepdown
Required Loss Percentage: For any Distribution Date, the
applicable percentage for such Distribution
Date set forth in the following
table:
<TABLE>
<CAPTION>
DISTRIBUTION DATE OCCURRING IN STEPDOWN REQUIRED LOSS
PERCENTAGE
------------------------------
---------------------------------
<S>
<C>
April 2008 - March 2009
3.00% with respect to
April 2008, plus an
additional 1/12th of 1.75%
for each month thereafter
April 2009 - March 2010
4.75% with respect to
April 2009, plus an
additional 1/12th of 1.50%
for each month thereafter
April 2010 - March 2011
6.25% with respect to
April 2010, plus an
additional 1/12th of 0.50%
for each month thereafter
April 2011 and thereafter
6.75%
</TABLE>
Stepdown
Trigger Event: With respect to the Certificates on or after the
Stepdown Date, a Distribution Date on which
(1) the quotient of (A) the
aggregate Stated Principal Balance of all
Mortgage Loans which are 60 or more
days Delinquent measured on a rolling three
month basis (including, for the
purposes of this calculation, Mortgage
Loans in foreclosure and REO Properties
and Mortgage Loans with respect to which
the applicable Mortgagor is in
bankruptcy) and (B) the Stated Principal
Balance of the Mortgage Loans as of the
preceding Servicer Remittance Date, equals
or exceeds the product of (i) 37.00%
and (ii) the Required Percentage or (2) the
quotient (expressed as a percentage)
of (A) the aggregate Realized Losses
incurred from the Cut-off Date through the
last day of the calendar month preceding
such Distribution Date and (B) the sum
of (x) the aggregate principal balance of
the Mortgage Loans as of the Cut-off
Date and (y) the Original Pre-Funded Amount
exceeds the Stepdown Required Loss
Percentage.
Subordinated Certificate Available Funds Cap: With respect to a
Distribution Date, the per annum rate equal
to the weighted average (weighted in
proportion to the results of subtracting
the current Certificate Principal
Balance of the related Class A Certificates
from the sum of (x) the aggregate
Stated Principal Balance of the Included
Mortgage Loans in each Mortgage Group
as of the immediately preceding
Distribution Date (or, in the case of the first
Distribution Date, as of the Cut-off Date)
plus (y) the portion of amount on
deposit in the Pre-Funding Account related
to such Mortgage Group as of the
close of the month immediately preceding
such Distribution Date (disregarding
income or loss on investments of amounts on
deposit in the Pre-Funding Account))
of the Class A-1 Available Funds Cap and
the Class A-2 Available Funds Cap.
Subordinated Certificate Cap Contract: The amended confirmation
and
agreement and any related confirmation
thereto, between the Trust Fund or
Trustee and the Cap Contract Counterparty
(in the form of Exhibit N-3 hereto).
- 51 -
<PAGE>
Subordinated Certificate Cap Contract Notional Balance: With
respect to
any Distribution Date, the Subordinated
Certificate Cap Contract Notional
Balance set forth for such Distribution
Date in the Subordinated Certificate
One-Month LIBOR Cap Table attached hereto
as Exhibit O-3.
Subordinated Certificate Cap Contract Termination Date: The day
after the
Distribution Date in February, 2008.
Subordinated Certificate Maximum Rate Cap: With respect to a
Distribution
Date, the per annum rate equal to the
weighted average (weighted in proportion
to the results of subtracting from the
aggregate Stated Principal Balance of the
Included Mortgage Loans in each Mortgage
Group as of the immediately preceding
Distribution Date (or, in the case of the
first Distribution Date, as of the
Cut-off Date) the current Certificate
Principal Balance of the related Class A
Certificates of the Class A-1 Maximum Rate
Cap and the Class A-2 Maximum Rate
Cap.
Subordinated Certificate Upper Collar: With respect to each
Distribution
Date with respect to which payments are
received on the Subordinated Certificate
Cap Contract, a rate equal to the lesser of
One-Month LIBOR and 8.59% per annum.
Subordinated Certificates: Each Class of the Class M and Class
B
Certificates.
Subsequent
Cut-off Date Principal Balance: As to any Subsequent Mortgage
Loan, the unpaid principal balance thereof
as of the close of business on the
calendar day immediately preceding the
Subsequent Cut-off Date after application
of all payments of principal due on or
prior to the Subsequent Cut-off Date,
whether or not received, and all Principal
Prepayments received prior to the
Subsequent Cut-off Date, but without giving
effect to any installments of
principal received in respect of Due Dates
after the Subsequent Cut-off Date.
Subsequent
Cut-off Date: With respect to those Subsequent Mortgage Loans
sold to the Trust Fund pursuant to a
Subsequent Transfer Instrument, the first
day of the month in which the related
Subsequent Transfer Date occurs.
Subsequent
Mortgage Loan: A Mortgage Loan sold by the Depositor to the
Trust Fund pursuant to Section 2.10, such
Mortgage Loan being identified on the
Mortgage Loan Schedule attached to a
Subsequent Transfer Instrument, all of
which shall be "qualified mortgages" within
the meaning of Section 860G(a)(3)(A)
of the Code (as determined without regard
to Treasury Regulations Section
1.860G-2(a)(3)(iii) or any similar rule
that treats a defective obligation as a
"qualified mortgage" for a temporary
period).
Subsequent
Mortgage Loan Purchase Agreement: The agreement between the
Depositor and the Mortgage Loan Seller
regarding the transfer of the Subsequent
Mortgage Loans by the Seller to the
Depositor.
Subsequent
Recovery: Any amount received on a Mortgage Loan (net of
amounts reimbursed to the Servicer related
to such Mortgage Loan) subsequent to
such Mortgage Loan being determined to be a
Liquidated Mortgage Loan.
Subsequent
Transfer Date: With respect to each Subsequent Transfer
Instrument, the date on which the related
Subsequent Mortgage Loans are sold to
the Trust Fund.
Subsequent
Transfer Instrument: Each Subsequent Transfer Instrument, dated
as of a Subsequent Transfer Date, executed
by the Depositor and acknowledged by
the Trustee substantially in the form
of
- 52 -
<PAGE>
Exhibit Q, by which Subsequent Mortgage
Loans are sold to the Trust Fund and
which will specify, on Attachment B
thereto, among other things, the Mortgage
Group to which each Subsequent Mortgage
Loan is to be added.
Subservicing
Agreement: As defined in Section 3.02(a).
Substitution Adjustment Amount: The meaning ascribed to such term
pursuant
to Section 2.03(c).
Tax
Matters Person: The Person designated as "tax matters person" in
the
manner provided under Treasury regulation
Section 1.860F-4(d) and Treasury
regulation Section 301.6231(a)(7)-1.
Transfer:
Any direct or indirect transfer or sale of any Ownership
Interest in a Certificate.
Transfer
Agreement: The Master Mortgage Loan Purchase and Interim
Servicing Agreement dated as of March 1,
2004, as amended, between Merrill Lynch
Mortgage Capital Inc., as purchaser and
Ownit, as seller and interim servicer,
as supplemented by the Bring Down
Letter.
Transferor: Ownit.
Transferor
Affirmation Notice: A notice from Fitch to the Depositor or the
Seller that the ratings of the Certificates
will not be negatively impacted by
the removal of the Seller's obligation to
honor the Transferor's representations
and warranties, a copy of which notice
shall be provided by either the Seller or
the Depositor to the Securities
Administrator and the Trustee.
Trust
Fund: The corpus of the trust (the "Ownit Mortgage Loan Trust,
Series 2005-2") created hereunder
consisting of (i) the Mortgage Loans and all
interest and principal received on or with
respect thereto on and after the
Cut-off Date to the extent not applied in
computing the Cut-off Date Principal
Balance thereof, exclusive of interest not
required to be deposited in the
Collection Account; (ii) the Collection
Account, the Certificate Account, the
Pre-Funding Account and the Capitalized
Interest Account and all amounts
deposited therein pursuant to the
applicable provisions of this Agreement; (iii)
property that secured a Mortgage Loan and
has been acquired by foreclosure, deed
in lieu of foreclosure or otherwise; (iv)
the mortgagee's rights under the
Insurance Policies with respect to the
Mortgage Loans; (v) all proceeds of the
conversion, voluntary or involuntary, of
any of the foregoing into cash or other
liquid property; and (vi) the Cap Contract
and Cap Contract Account.
Trustee:
HSBC Bank USA, National Association, a national banking
association, not in its individual
capacity, but solely in its capacity as
trustee for the benefit of the
Certificateholders under this Agreement, and any
successor thereto, and any corporation or
national banking association resulting
from or surviving any consolidation or
merger to which it or its successors may
be a party and any successor trustee as may
from time to time be serving as
successor trustee hereunder.
Uncertificated Class C Interest: An uncertificated interest having
(i) the
same rights to payments as the Class C
Certificates, other than the rights to
payments of amounts with respect to the Cap
Contracts, and (ii) the rights to
the payments treated as distributed to the
Class C Certificates under Section
2.07(d), provided, however, that such
interest shall have no obligation to make
any payments treated as paid by the Class C
Certificates pursuant to interest
rate cap agreements under Section
2.07(d).
Underlying
Mortgaged Property: With respect to each Co-op Loan, the
underlying real property owned by the
related residential cooperative housing
corporation.
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Unpaid
Realized Loss Amount: The Class M-1 Unpaid Realized Loss
Amount,
Class M-2 Unpaid Realized Loss Amount,
Class M-3 Unpaid Realized Loss Amount,
Class M-4 Unpaid Realized Loss Amount,
Class M-5 Unpaid Realized Loss Amount,
Class M-6 Unpaid Realized Loss Amount,
Class B-1 Unpaid Realized Loss Amount,
Class B-2 Unpaid Realized Loss Amount,
Class B-3 Unpaid Realized Loss Amount,
Class B-4 Unpaid Realized Loss Amount,
Class B-5 Unpaid Realized Loss Amount,
and Class C Unpaid Realized Loss Amount,
collectively.
Upper
Collar: Any of the Class A-1 Upper Collar, the Class A-2 Upper
Collar or the Subordinated Certificate
Upper Collar.
Upper Tier
REMIC: As described in the Preliminary Statement and Section
2.07.
USAP
Report: A report in compliance with the Uniform Single
Attestation
Program for Mortgage Bankers delivered in
accordance with Section 3.18.
Voting
Rights: The portion of the voting rights of all the
Certificates
that is allocated to any of the
Certificates for purposes of the voting
provisions hereunder. Voting Rights
allocated to each Class of Certificates
shall be allocated as follows: (1) 98% to
the Class A, Class M and Class B
Certificates, with the allocation among
such Certificates to be in proportion to
the Certificate Principal Balance of each
Class relative to the Certificate
Principal Balance of all other Classes and
(2) each Class of the Class C and
Class P will be allocated 1% of the Voting
Rights. Voting Rights will be
allocated among the Certificates of each
such Class in accordance with their
respective Percentage Interests.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
SECTION
2.01. Conveyance of Mortgage Loans.
The
Depositor, concurrently with the execution and delivery hereof,
does
hereby sell, transfer, assign, set over and
convey to the Trustee without
recourse all the right, title and interest
of the Depositor in and to the assets
of the Trust Fund. Such assignment includes
all interest and principal received
on or with respect to the Mortgage Loans,
other than the Subsequent Mortgage
Loans, on or after the Cut-off Date (other
than Scheduled Payments due on the
Mortgage Loans on or before the Cut-off
Date).
It is
agreed and understood by the Depositor, the Master Servicer,
the
Servicer, the Securities Administrator and
the Trustee that it is not intended
that any Mortgage Loan be included in the
Trust that is, without limitation, a
"High-Cost Home Loan" as defined by the
Home Ownership and Equity Protection Act
of 1994 or any other applicable
anti-predatory lending laws, including but not
limited to (i) a "High-Cost Home Loan" as
defined in the New Jersey Home
Ownership Act effective November 27, 2003;
(ii) a "High-Cost Home Loan" as
defined in the New Mexico Home Loan
Protection Act effective January 1, 2004; or
(iii) a "High-Cost Home Loan" as defined in
the Massachusetts Predatory Home
Loan Practices Act effective November 7,
2004 or (iv) a "High-Cost Home Loan" as
defined by the Indiana High Cost Home Loan
Law effective January 1, 2005.
(i) In
connection with such assignment, the Depositor does hereby
deliver
to, and deposit with, the Trustee or its
Custodian, the following documents or
instruments with respect to each Mortgage
Loan so assigned that is not a Co-op
Loan and the Depositor shall, in accordance
with Section 2.10, deliver to, and
deposit with, the Trustee the following
documents or instruments with respect to
each Subsequent Mortgage Loan:
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(A) The original Mortgage Note endorsed in blank or, "Pay to
the
order of
HSBC Bank USA, National Association, as trustee, without
recourse"
together with all riders thereto. The Mortgage Note shall
include
all intervening endorsements showing a complete chain of the
title
from the
originator to [____________________];
(B) Except as provided below and for each Mortgage Loan that is
not
a MERS
Loan, the original recorded Mortgage with all riders thereto,
with
evidence
of recording thereon, or, if the original Mortgage has not yet
been
returned from the recording office, a copy of the original
Mortgage
certified
by the Transferor to be true copy of the original of the
Mortgage
that has been delivered for recording in the appropriate
recording
office of the jurisdiction in which the Mortgaged Property is
located
and in the case of each MERS Loan, the original Mortgage,
noting
the
presence of the MIN of the Loan and either language indicating
that
the
Mortgage Loan is a MOM Loan or if the Mortgage Loan was not a MOM
Loan
at
origination, the original Mortgage and the assignment thereof to
MERS,
with
evidence of recording indicated thereon, or a copy of the
Mortgage
certified
by the public recording office in which such Mortgage has been
recorded;
(C) In the case of
each Mortgage Loan that is not a MERS Loan, the
original
Assignment of each Mortgage endorsed either in blank or, to
"HSBC
Bank USA,
National Association, as trustee;"
(D) The original policy of title insurance (or a preliminary
title
report,
commitment or binder if the original title insurance policy has
not been
received from the title insurance company);
(E) Originals of any intervening assignments of the Mortgage,
with
evidence
of recording thereon or, if the original intervening assignment
has not
yet been returned from the recording office, a copy of such
assignment
certified to be a true copy of the original of the assignment
which has
been sent for recording in the appropriate jurisdiction in
which
the
Mortgaged Property is located; and
(F) Originals of all assumption and modification agreements, if
any.
(ii) In
connection with such assignment, the Depositor does hereby
deliver
to, and deposit with, the Trustee the
following documents or instruments with
respect to each Mortgage Loan so assigned
that is a Co-op Loan:
(A) (i) The original Mortgage Note (or a lost note affidavit
(including
a copy of the original Mortgage Note)) or (ii) original
consolidation, extension and modification agreement (or a lost
note
affidavit
(including a copy of the original consolidation, extension and
modification agreement)), in either case endorsed either in blank
or, "Pay
to the
order of HSBC Bank, USA, National Association as trustee,
without
recourse;"
(B) The original Mortgage entered into by the Mortgagor with
respect
to such
Co-Op Loan;
(C) The original Assignment of Mortgage endorsed either in blank
or
to "HSBC
Bank USA, National Association, as trustee;"
(D) Original assignments of Mortgage showing a complete chain
of
assignment
from the originator of the related Co-Op Loan to the last
endorsee
on the Mortgage Note;
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<PAGE>
(E) Original Form UCC-1 and any continuation statements with
evidence
of filing thereon entered into by the Mortgagor with respect to
such Co-Op
Loan (or a recorded copy thereof);
(F) Form UCC-3 (or copy thereof) by the Transferor or its agent
assigning
the security interest covered by such Form UCC-1 to "HSBC Bank,
USA,
National Association., as trustee," together with all Forms UCC-3
(or
copies
thereof) showing a complete chain of assignment from the
originator
of the
related Co-op Loan to the Transferor, with evidence of
recording
thereon;
(G) Original stock certificate representing the stock allocated
to
the
related dwelling unit in the related residential cooperative
housing
corporation and pledged by the related Mortgagor to the originator
of such
Co-op Loan
with a stock power in blank attached;
(H) Original proprietary lease;
(I) Original assignment of proprietary lease or a copy thereof,
to
the
Trustee or in blank, and all intervening assignments thereof;
(J) Original recognition agreement or a copy thereof of the
interests
of the mortgagee with respect to the Co-op Loan by the
residential cooperative housing corporation, the stock of which
was
pledged by
the related Mortgagor to the originator of such Co-op Loan; and
(K) Originals of any assumption, consolidation or modification
agreements
relating to any of the items specified in (A) through (F) above
with
respect to such Co-op Loan.
If in
connection with any Mortgage Loan that is not a Co-op Loan, the
Depositor cannot deliver the Mortgage,
Assignments of Mortgage or assumption,
consolidation or modification, as the case
may be, with evidence of recording
thereon, if applicable, concurrently with
the execution and delivery of this
Agreement solely because of a delay caused
by the public recording office where
such Mortgage, Assignments of Mortgage or
assumption, consolidation or
modification, as the case may be, has been
delivered for recordation, the
Depositor shall deliver or cause to be
delivered to the Trustee written notice
stating that such Mortgage or assumption,
consolidation or modification, as the
case may be, has been delivered to the
appropriate public recording office for
recordation. Thereafter, the Depositor
shall deliver or cause to be delivered to
the Trustee such Mortgage, Assignments of
Mortgage or assumption, consolidation
or modification, as the case may be, with
evidence of recording indicated
thereon, if applicable, upon receipt
thereof from the public recording office.
To the extent any required endorsement is
not contained on a Mortgage Note or an
Assignment of Mortgage, the Depositor shall
make or cause such endorsement to be
made.
With
respect to any Mortgage Loan that is not a Co-op Loan, none of
the
Depositor, the Master Servicer, the
Servicer, the Securities Administrator or
the Trustee shall be obligated to cause to
be recorded the Assignment of
Mortgage referred to in this Section 2.01.
With respect to any Co-op Loan, none
of the Depositor, the Servicer or the
Trustee shall be obligated to cause to be
filed the Form UCC-3 referred to in this
Section 2.01. In the event that any
Assignment of Mortgage referred to in this
Section 2.01 is not recorded or is
improperly recorded, the Servicer and the
Trustee shall have no liability for
any failure to receive or act on notices
related to such Assignment of Mortgage.
The
ownership of each Mortgage Note, the Mortgage and the contents of
the
related Mortgage File is vested in the
Trustee on behalf of the
Certificateholders. Neither the Depositor,
the Master Servicer, the Servicer nor
the Securities Administrator shall take any
action inconsistent with such
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<PAGE>
ownership and shall not claim any ownership
interest therein. The Depositor, the
Master Servicer, the Servicer and
Securities Administrator shall respond to any
third party inquiries with respect to
ownership of the Mortgage Loans by stating
that such ownership is held by the Trustee
on behalf of the Certificateholders.
Mortgage documents relating to the Mortgage
Loans not delivered to the Trustee
are and shall be held in trust by the
Servicer, for the benefit of the Trustee
as the owner thereof, and the Servicer's
possession of the contents of each
Mortgage File so retained is for the sole
purpose of servicing the related
Mortgage Loan, and such retention and
possession by the Servicer is in a
custodial capacity only. The Depositor
agrees to take no action inconsistent
with the Trustee's ownership of the
Mortgage Loans, to promptly indicate to all
inquiring parties that the Mortgage Loans
have been sold and to claim no
ownership interest in the Mortgage
Loans.
It is the
intention of this Agreement that the conveyance of the
Depositor's right, title and interest in
and to the Trust Fund pursuant to this
Agreement shall constitute a purchase and
sale and not a loan. If a conveyance
of Mortgage Loans from the Seller to the
Depositor is characterized as a pledge
and not a sale, then the Depositor shall be
deemed to have transferred to the
Trustee all of the Depositor's right, title
and interest in, to and under the
obligations of the Seller deemed to be
secured by said pledge; and it is the
intention of this Agreement that the
Depositor shall also be deemed to have
granted to the Trustee a first priority
security interest in all of the
Depositor's right, title, and interest in,
to and under the obligations of the
Seller to the Depositor deemed to be
secured by said pledge and that the Trustee
shall be deemed to be an independent
custodian for purposes of perfection of the
security interest granted to the Depositor.
If the conveyance of the Mortgage
Loans from the Depositor to the Trustee is
characterized as a pledge, it is the
intention of this Agreement that this
Agreement shall constitute a security
agreement under applicable law, and that
the Depositor shall be deemed to have
granted to the Trustee a first priority
security interest in all of the
Depositor's right, title and interest in,
to and under the Mortgage Loans, all
payments of principal of or interest on
such Mortgage Loans, all other rights
relating to and payments made in respect of
the Trust Fund, and all proceeds of
any thereof. If the trust created by this
Agreement terminates prior to the
satisfaction of the claims of any Person in
any Certificates, the security
interest created hereby shall continue in
full force and effect and the Trustee
shall be deemed to be the collateral agent
for the benefit of such Person.
In
addition to the conveyance made in the first paragraph of this
Section
2.01, the Depositor does hereby convey,
assign and set over to the Trustee for
the benefit of the Certificateholders its
rights and interests under the Sale
Agreement, including the Depositor's right,
title and interest in the
representations and warranties contained in
the Sale Agreement, the rights in
the Transfer Agreement described therein
and the benefit of the repurchase
obligations and the obligation of the
Seller contained in the Sale Agreement to
take, at the request of the Depositor or
the Trustee, all action on its part
which is reasonably necessary to ensure the
enforceability of a Mortgage Loan.
The Trustee hereby accepts such assignment,
and shall be entitled to exercise
all rights of the Depositor under the Sale
Agreement as if, for such purpose, it
were the Depositor. The foregoing sale,
transfer, assignment, set-over, deposit
and conveyance does not and is not intended
to result in creation or assumption
by the Trustee of any obligation of the
Depositor, the Seller, or any other
Person in connection with the Mortgage
Loans or any other agreement or
instrument relating thereto except as
specifically set forth herein.
SECTION
2.02. Acceptance by the Trustee of the Mortgage Loans.
Except as
set forth in the Exception Report delivered contemporaneously
herewith (the "Exception Report"), the
Trustee acknowledges receipt of the
Mortgage Note for each Mortgage Loan and
delivery of a Mortgage File (but does
not acknowledge receipt of all documents
required to be included in such
Mortgage File) with respect to each
Mortgage Loan and declares that it holds and
will hold such documents and any other
documents constituting a part of the
Mortgage Files delivered to it in trust for
the use and benefit of all present
and future Certificateholders. The
Depositor will cause the
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Seller to repurchase any Mortgage Loan to
which a material exception was taken
in the Exception Report unless such
exception is cured to the satisfaction of
the Trustee within 45 Business Days of the
Closing Date (or the Subsequent
Transfer Date with respect to Subsequent
Mortgage Loans).
The
Trustee acknowledges receipt of the three Cap Contracts (forms
of
which are attached hereto as Exhibits N-1,
N-2 and N-3), the Transfer Agreement,
the Bring Down Letter and the Sale
Agreement.
The
Trustee agrees, for the benefit of Certificateholders and the
NIMs
Insurer, to review or cause its Custodian
to review each Mortgage File delivered
to it within 60 days after the Closing Date
(or the Subsequent Transfer Date
with respect to Subsequent Mortgage Loans)
to ascertain and to certify, within
70 days of the Closing Date (or the
Subsequent Transfer Date with respect to
Subsequent Mortgage Loans), to the NIMs
Insurer, the Depositor, the Master
Servicer and the Servicer that all
documents required by Section 2.01 have been
executed and received, and that such
documents relate to the Mortgage Loans
identified in Exhibit B that have been
conveyed to it. If the Trustee finds any
document or documents constituting a part
of a Mortgage File to be missing or
defective (that is, mutilated, damaged,
defaced or unexecuted) in any material
respect, the Trustee shall promptly (and in
any event within no more than five
Business Days) after such finding so notify
the NIMs Insurer, the Servicer, the
Master Servicer, the Seller and the
Depositor. In addition, the Trustee shall
also notify the NIMs Insurer, the Master
Servicer, the Servicer, the Seller and
the Depositor if the original Mortgage with
evidence of recording thereon with
respect to a Mortgage Loan is not received
within 70 days of the Closing Date
(or the Subsequent Transfer Date with
respect to Subsequent Mortgage Loans); if
it has not been received because of a delay
caused by the public recording
office where such Mortgage has been
delivered for recordation, the Depositor
shall deliver or cause to be delivered to
the Trustee written notice stating
that such Mortgage has been delivered to
the appropriate public recording office
for recordation and thereafter the
Depositor shall deliver or cause to be
delivered such Mortgage with evidence of
recording thereon upon receipt thereof
from the public recording office. The
Trustee shall request that the Seller
correct or cure such omission, defect or
other irregularity, or substitute a
Mortgage Loan pursuant to the provisions of
Section 2.03, within 90 days from
the date the Seller was notified of such
omission or defect and, if the Seller
does not correct or cure such omission or
defect within such period, that the
Seller purchase such Mortgage Loan from the
Trust Fund within 90 days from the
date the Trustee notified the Seller of
such omission, defect or other
irregularity at the Purchase Price of such
Mortgage Loan. The Purchase Price for
any Mortgage Loan purchased pursuant to
this Section 2.02 shall be paid to the
Servicer and deposited by the Servicer in
the Certificate Account or Collection
Account, as appropriate, promptly upon
receipt, and, upon receipt by the Trustee
of written notification of such deposit
signed by a Servicing Officer, the
Trustee, upon receipt of a Request for
Release, shall promptly release to the
Seller the related Mortgage File and the
Trustee shall execute and deliver such
instruments of transfer or assignment,
without recourse, as shall be requested
by the Seller and necessary to vest in the
Seller or its designee, as the case
may be, any Mortgage Loan released pursuant
hereto, and the Trustee shall have
no further responsibility with regard to
such Mortgage Loan. It is understood
and agreed that the obligation of the
Seller to purchase, cure or substitute any
Mortgage Loan as to which a material defect
in or omission of a constituent
document exists shall constitute the sole
remedy respecting such defect or
omission available to the Trustee on behalf
of Certificateholders and the NIMs
Insurer. The preceding sentence shall not,
however, limit any remedies available
to the Certificateholders, the NIMs
Insurer, the Depositor or the Trustee
pursuant to the Sale Agreement, the
Transfer Agreement and the Bring-Down
Letter. The Trustee shall be under no duty
or obligation to inspect, review and
examine such documents, instruments,
certificates or other papers to determine
that they are genuine, enforceable,
recordable or appropriate to the represented
purpose, or that they have actually been
recorded, or that they are other than
what they purport to be on their face. The
Servicer, the Master Servicer, the
Securities Administrator and the Trustee
shall keep confidential the name of
each Mortgagor except as required by this
Agreement and the Servicer, the Master
Servicer, the Securities Administrator and
the Trustee shall not solicit any
such Mortgagor for the purpose of
refinancing the related Mortgage Loan;
notwithstanding anything herein to
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the contrary, the foregoing shall not be
construed to prohibit (i) disclosure of
any and all information that is or becomes
publicly known, or information
obtained by the Trustee, the Servicer, the
Master Servicer or the Securities
Administrator from sources other than the
other parties hereto, (ii) disclosure
of any and all information (A) if required
by any applicable law, rule or
regulation, (B) to any government agency or
regulatory body having or claiming
authority to regulate or oversee any
aspects of the Trustee's business or that
of its affiliates, (C) pursuant to any
subpoena, civil investigation demand or
similar demand or request of any court,
regulatory authority, arbitrator or
arbitration to which Trustee or any
affiliate or an officer, director, employer
or shareholder thereof is a party or (D) to
any affiliate, independent or
internal auditor, agent, employee or
attorney of the Trustee, the Servicer, the
Master Servicer or the Securities
Administrator having a need to know the same,
provided that the Trustee, the Servicer,
the Master Servicer or the Securities
Administrator, as applicable, advises such
recipient of the confidential nature
of the information being disclosed, or
(iii) any other disclosure authorized by
the Depositor. It is understood and agreed
that all rights and benefits relating
to the solicitation of any Mortgagors and
the attendant rights, title and
interest in and to the list of Mortgagors
and data relating to their Mortgages
shall be retained by the Servicer.
Within 70
days of the Closing Date (or the Subsequent Transfer Date with
respect to Subsequent Mortgage Loans), the
Trustee (or its custodian) shall
deliver to the NIMs Insurer, the Depositor,
the Master Servicer and the Servicer
the Trustee's Certification, substantially
in the form of Exhibit D attached
hereto, evidencing the completeness of the
Mortgage Files, with any exceptions
noted thereto.
SECTION
2.03. Representations, Warranties and Covenants of the
Depositor.
(a) The Depositor hereby represents and warrants to the
Servicer,
the Master Servicer, the Securities
Administrator, the NIMs Insurer and the
Trustee as follows, as of the date
hereof:
(i) The
Depositor is duly organized and is validly existing as a
corporation in good standing under the laws of the State of
Delaware and
has full
power and authority (corporate and other) necessary to own or
hold its
properties and to conduct its business as now conducted by it
and
to enter
into and perform its obligations under this Agreement and the
Sale
Agreement.
(ii) The Depositor has the full corporate power and authority
to
execute,
deliver and perform, and to enter into and consummate the
transactions contemplated by, this Agreement and the Sale Agreement
and
has duly
authorized, by all necessary corporate action on its part, the
execution,
delivery and performance of this Agreement and the Sale
Agreement;
and this Agreement and the Sale Agreement, assuming the due
authorization, execution and delivery hereof by the other parties
hereto,
constitutes a legal, valid and binding obligation of the
Depositor,
enforceable against the Depositor in accordance with its terms,
subject,
as to
enforceability, to (i) bankruptcy, insolvency, reorganization,
moratorium
and other similar laws affecting creditors' rights generally
and (ii)
general principles of equity, regardless of whether enforcement
is sought
in a proceeding in equity or at law.
(iii) The execution and delivery of this Agreement and the Sale
Agreement
by the Depositor, the consummation of the transactions
contemplated by this Agreement and the Sale Agreement, and the
fulfillment
of or
compliance with the terms hereof are in the ordinary course of
business
of the Depositor and will not (A) result in a material breach
of
any term
or provision of the charter or by-laws of the Depositor or (B)
materially
conflict with, result in a violation or acceleration of, or
result in
a material default under, the terms of any other material
agreement
or instrument to which the Depositor is a party or by which it
may be
bound or (C) constitute a material violation of any statute,
order
or
regulation applicable to the Depositor of any court,
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<PAGE>
regulatory
body, administrative agency or governmental body having
jurisdiction over the Depositor; and the Depositor is not in breach
or
violation
of any material indenture or other material agreement or
instrument, or in violation of any statute, order or regulation of
any
court,
regulatory body, administrative agency or governmental body
having
jurisdiction over it which breach or violation may materially
impair the
Depositor's ability to perform or meet any of its obligations under
this
Agreement.
(iv) No litigation is pending, or, to the best of the
Depositor's
knowledge,
threatened, against the Depositor that would materially and
adversely
affect the execution, delivery or enforceability of this
Agreement
and the Sale Agreement or the ability of the Depositor to
perform
its obligations under this Agreement and the Sale Agreement in
accordance
with the terms hereof.
(v) No consent, approval, authorization or order of any court
or
governmental agency or body is required for the execution, delivery
and
performance by the Depositor of, or compliance by the Depositor
with, this
Agreement
and the Sale Agreement or the consummation of the transactions
contemplated hereby, or if any such consent, approval,
authorization or
order is
required, the Depositor has obtained the same. The Depositor
hereby
represents and warrants to the Trustee with respect to each
Mortgage
Loan as of the Closing Date (or the related Subsequent Transfer
Date with
respect to each Subsequent Mortgage Loan), and following the
transfer
of the Mortgage Loans to it by the Seller, the Depositor had
good
title to
the Mortgage Loans and the Mortgage Notes were subject to no
offsets,
claims, liens, mortgage, pledge, charge, security interest,
defenses
or counterclaims.
(b) The representations and warranties of the Transferor with
respect to the Mortgage Loans contained in
the Transfer Agreement were made as
of the date of the Transfer Agreement and
brought forward to the Closing Date
(or the Subsequent Transfer Date with
respect to Subsequent Mortgage Loans)
pursuant to the Bring Down Letter. The
representations and warranties of the
Transferor with respect to the Mortgage
Loans contained in the Bring Down Letter
were made as of the Closing Date (or will
be made as of the Subsequent Transfer
Date with respect to each Subsequent
Mortgage Loan). The representations and
warranties of the Seller with respect to
the Mortgage Loans contained in the
Sale Agreement were made as of the Closing
Date.
To the extent that any fact, condition or
event with respect to a Mortgage Loan
constitutes a breach of a representation or
warranty of the Transferor under the
Transfer Agreement (whether or not such
fact, condition or event would also
constitute a breach of a representation or
warranty of the Seller under the Sale
Agreement), the only rights or remedies of
the Trustee, the NIMs Insurer or of
any Certificateholder shall be first, the
Trustee's right to enforce the
obligations of the Transferor under such
applicable representation or warranty
made by it and, second, only if the
Transferor is unable or unwilling to fulfill
its obligations to cure or repurchase such
Mortgage Loan, the Trustee shall
exercise its right to enforce any rights it
may have against the Seller under
the Sale Agreement with respect to such
representation or warranty; provided,
that in the event the Trustee shall have
received a copy of any Transferor
Affirmation Notice, the Trustee shall only
be entitled to enforce any rights it
has against the Transferor under the
Transfer Agreement and shall not have any
rights against the Seller under the Sale
Agreement with respect to such
representation or warranty. To the extent
that any fact, condition or event with
respect to a Mortgage Loan constitutes a
breach of a representation or warranty
made by the Seller in the Sale Agreement
that does not also constitute a breach
of a representation or warranty of the
Transferor under the Transfer Agreement,
the Trustee shall enforce any rights it may
have against the Seller under the
Sale Agreement. In furtherance of the
above, the Seller expressly acknowledges
that prior to the issuance of a Transferor
Affirmation Notice, it shall be
obligated and liable to the Trustee, the
NIMs Insurer and the Certificateholders
for any breach of a representation or
warranty made under
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the Transfer Agreement, but only after the
Transferor evidences that it is
unwilling or unable to fulfill its
contractual obligations under the Transfer
Agreement. The Trustee acknowledges that
the Depositor shall have no obligation
or liability with respect to any breach of
any representation or warranty with
respect to the Mortgage Loans (except as
set forth in Section 2.03(a)(v)) under
any circumstances.
In
addition to the representations and warranties of the Transferor in
the
Transfer Agreement that were brought
forward to the Closing Date (or Subsequent
Transfer Date) pursuant to the Bring Down
Letter, with respect to each Mortgage
Loan, the Transferor made certain
additional covenants regarding such Mortgage
Loan, as set forth in the Transfer
Agreement. With respect to any breach of such
additional covenants that materially and
adversely affects the interests of the
Certificateholders in such Mortgage Loan,
the Seller shall (1) use reasonable
efforts to enforce such covenant against
the Transferor and (2) if the Seller
successfully enforces any obligation of the
Transferor to repurchase such
Mortgage Loan, the Seller shall repurchase
such Mortgage Loan in accordance with
this Section 2.03. If the Seller does not
successfully enforce the obligation,
if any, of the Transferor to repurchase a
Mortgage Loan with respect to any
breach of any such additional covenants,
the Seller shall have no obligation or
right to repurchase or cure such Mortgage
Loan.
(c) Upon discovery by any of the Depositor, the Master Servicer,
the
Securities Administrator, the Servicer, the
NIMs Insurer or the Trustee of a
breach of any of such representations and
warranties that adversely and
materially affects the value of the related
Mortgage Loan, Prepayment Charges or
the interests of the Certificateholders,
the party discovering such breach shall
give prompt written notice to the other
parties. Within 90 days of the discovery
of such breach of any representation or
warranty, the Transferor or the Seller,
as applicable, shall either (a) cure such
breach in all material respects, (b)
repurchase such Mortgage Loan or any
property acquired in respect thereof from
the Trustee at the Purchase Price or (c)
within the two year period following
the Closing Date, substitute a Replacement
Mortgage Loan for the affected
Mortgage Loan. In the event of discovery of
a breach of any representation and
warranty of the Transferor or the Seller,
the Trustee shall enforce its rights
under the Transfer Agreement or the Sale
Agreement for the benefit of
Certificateholders and the NIMs Insurer. If
a breach of the representations and
warranties set forth in the Transfer
Agreement exists solely due to the
unenforceability of a Prepayment Charge,
the Trustee shall notify the NIMs
Insurer thereof and not seek to enforce the
repurchase remedy provided for
herein unless directed in writing to do so
by the NIMs Insurer. In the event of
a breach of the representations and
warranties with respect to the Mortgage
Loans set forth in the Transfer Agreement,
the Trustee shall, at the request of
the NIMs Insurer, enforce the right of the
Trust Fund and the NIMs Insurer to be
indemnified for such breach of
representation and warranty. In the event that
such breach relates solely to the
unenforceability of a Prepayment Charge,
amounts received in respect of such
indemnity up to the amount of such
Prepayment Charge shall be distributed
pursuant to Section 4.04(b)(i). As
provided in the Sale Agreement, if the
Transferor substitutes for a Mortgage
Loan for which there is a breach of any
representations and warranties in the
Transfer Agreement which adversely and
materially affects the value of such
Mortgage Loan and such substitute mortgage
loan is not a Replacement Mortgage
Loan, under the terms of the Sale
Agreement, the Seller will, in exchange for
such substitute Mortgage Loan, (i) provide
the applicable Purchase Price for the
affected Mortgage Loan or (ii) within two
years of the Closing Date, substitute
such affected Mortgage Loan with a
Replacement Mortgage Loan. Any such
substitution shall not be effected prior to
the additional delivery to the
Trustee of a Request for Release
substantially in the form of Exhibit I and
shall not be effected unless it is within
two years of the Startup Day. As
provided in the Sale Agreement, the Seller
indemnifies and holds the Trust Fund,
the Trustee, the Depositor, the NIMs
Insurer, the Master Servicer, the
Securities Administrator, the Servicer and
each Certificateholder harmless
against any and all taxes, claims, losses,
penalties, fines, forfeitures,
reasonable legal fees and related costs,
judgments, and any other costs, fees
and expenses that the Trust Fund, the
Trustee, the Depositor, the NIMs Insurer,
the Master Servicer, the Securities
Administrator, the Servicer and any
Certificateholder may sustain in connection
with any actions of the Seller
relating
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to a repurchase of a Mortgage Loan other
than in compliance with the terms of
this Section 2.03 and the Sale Agreement,
to the extent that any such action
causes (i) any federal or state tax to be
imposed on the Trust Fund or any REMIC
provided for herein, including without
limitation, any federal tax imposed on
"prohibited transactions" under Section
860F(a)(1) of the Code or on
"contributions after the startup day" under
Section 860G(d)(1) of the Code, or
(ii) any REMIC created hereunder to fail to
qualify as a REMIC at any time that
any Certificate is outstanding. In
furtherance of the foregoing, if the Seller
is not a member of MERS and repurchases a
Mortgage Loan which is registered on
the MERS System, the Seller, at its own
expense and without any right of
reimbursement, shall cause MERS to execute
and deliver an assignment of the
Mortgage in recordable form to transfer the
Mortgage from MERS to the Seller and
shall cause such Mortgage to be removed
from registration on the MERS System in
accordance with MERS' rules and
regulations.
With
respect to any Mortgage Loan repurchased by the Depositor pursuant
to
this Agreement, by the Seller pursuant to
the Sale Agreement or by the
Transferor pursuant to the Transfer
Agreement, the principal portion of the
funds received by the Servicer in respect
of such repurchase of a Mortgage Loan
will be considered a Principal Prepayment
and shall be deposited by the Servicer
in the Collection Account pursuant to
Section 3.05 and the Servicer shall notify
the Securities Administrator of its receipt
of the same. The Trustee, upon
receipt of notice from the Servicer of its
receipt of the full amount of the
Purchase Price for a Deleted Mortgage Loan,
or upon receipt of the Mortgage File
for a Replacement Mortgage Loan substituted
for a Deleted Mortgage Loan, shall
release or cause to be released and
reassign to the Depositor, the Seller or the
Transferor, as applicable, the related
Mortgage File for the Deleted Mortgage
Loan and shall execute and deliver such
instruments of transfer or assignment,
in each case without recourse,
representation or warranty, as shall be necessary
to vest in such party or its designee or
assignee title to any Deleted Mortgage
Loan released pursuant hereto, free and
clear of all security interests, liens
and other encumbrances created by this
Agreement, which instruments shall be
prepared by the Trustee (or its custodian),
and neither the Trustee nor the
Securities Administrator shall not have any
further responsibility with respect
to the Mortgage File relating to such
Deleted Mortgage Loan.
With
respect to each Replacement Mortgage Loan to be delivered to
the
Trustee (or its custodian) pursuant to the
terms of this Article II in exchange
for a Deleted Mortgage Loan: (i) the
Depositor, the Transferor or the Seller, as
applicable, must deliver to the Trustee (or
its custodian) the Mortgage File for
the Replacement Mortgage Loan containing
the documents set forth in Section 2.01
along with a written certification
certifying as to the delivery of such
Mortgage File and containing the granting
language set forth in Section 2.01;
and (ii) the Depositor will be deemed to
have made, with respect to such
Replacement Mortgage Loan, each of the
representations and warranties made by it
with respect to the related Deleted
Mortgage Loan. The Trustee (or its
custodian) shall review the Mortgage File
with respect to each Replacement
Mortgage Loan and certify to the NIMs
Insurer and the Depositor that all
documents required by Section 2.01 have
been executed and received.
For any
month in which the Seller substitutes one or more Replacement
Mortgage Loans for one or more Deleted
Mortgage Loans, the Seller will determine
the amount (if any) by which the aggregate
principal balance of all such
Replacement Mortgage Loans as of the date
of substitution and the aggregate
Prepayment Charges with respect to such
Replacement Mortgage Loans is less than
the aggregate Stated Principal Balance
(after application of the principal
portion of the Scheduled Payment due in the
month of substitution) and aggregate
Prepayment Charges of all such Deleted
Mortgage Loans. An amount equal to the
aggregate of the deficiencies described in
the preceding sentence (such amount,
the "Substitution Adjustment Amount") plus
an amount equal to any unreimbursed
costs, penalties and/or damages incurred by
the Trust Fund in connection with
any violation relating to such Deleted
Mortgage Loan of any predatory or abusive
lending law shall be remitted by the Seller
to the Servicer for deposit into the
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Collection Account on the Determination
Date for the Distribution Date relating
to the Prepayment Period during which the
related Mortgage Loan became required
to be purchased or replaced hereunder.
Notwithstanding any other provision of this Agreement, the right
to
substitute Mortgage Loans pursuant to this
Article II shall be subject to the
additional limitations that no substitution
of a Replacement Mortgage Loan for a
Deleted Mortgage Loan shall be made unless
the Trustee, the NIMs Insurer and the
Securities Administrator shall each have
received an Opinion of Counsel (at the
expense of the party seeking to make the
substitution) that, under current law,
such substitution will not (A) affect
adversely the status of any REMIC
established hereunder as a REMIC, or of the
related "regular interests" as
"regular interests" in any such REMIC, or
(B) cause any such REMIC to engage in
a "prohibited transaction" or prohibited
contribution pursuant to the REMIC
Provisions.
The
Trustee shall cause the Mortgage Loan Schedule to be amended in
accordance with the terms of this
Agreement.
The Seller
shall give or cause to be given written notice to the
Certificateholders and the NIMs Insurer
that such substitution has taken place,
shall amend the Mortgage Loan Schedule to
reflect the removal of such Deleted
Mortgage Loan from the terms of this
Agreement and the substitution of the
Replacement Mortgage Loan or Replacement
Mortgage Loans and shall deliver a copy
of such amended Mortgage Loan Schedule to
the NIMs Insurer, the Servicer, the
Master Servicer and the Trustee. Upon such
substitution by the Seller, such
Replacement Mortgage Loan or Replacement
Mortgage Loans shall constitute part of
the Mortgage Pool and shall be subject in
all respects to the terms of this
Agreement and the Sale Agreement, including
all applicable representations and
warranties thereof included in the Sale
Agreement as of the date of
substitution.
(d) It is understood and agreed that the representations,
warranties
and indemnification (i) set forth in this
Section 2.03, (ii) of the Seller and
the Depositor set forth in the Sale
Agreement and assigned to the Trustee by the
Depositor hereunder and (iii) of the
Transferor, assigned by the Seller to the
Depositor pursuant to the Sale Agreement
and assigned to the Trustee by the
Depositor hereunder shall each survive
delivery of the Mortgage Files and the
Assignment of Mortgage of each Mortgage
Loan to the Trustee and shall continue
throughout the term of this Agreement.
(e) The Depositor shall deliver a copy of the Mortgage Loan
Schedule
to the Servicer on the Closing Date (or the
Subsequent Transfer Date with
respect to the Subsequent Mortgage
Loans).
SECTION
2.04. Representations and Warranties of the Master Servicer;
Representations and Warranties of the
Servicer; Representations and Warranties
of the Securities Administrator.
(a) The Master Servicer hereby represents and warrants to the
Depositor, the Servicer and the Trustee as
follows, as of the date hereof:
(i) The Master Servicer is duly organized and is validly
existing as a national banking association
and is duly authorized and qualified
to transact any and all business
contemplated by this Agreement to be conducted
by the Master Servicer.
(ii) The Master Servicer has the power and authority to master
service each Mortgage Loan, and to execute,
deliver and perform, and to enter
into and consummate, the transactions
contemplated by this Agreement and has
duly authorized by all necessary action on
the part of the Master Servicer the
execution, delivery and performance of this
Agreement; and this Agreement,
assuming the due authorization, execution
and delivery hereof by the other
parties hereto, constitutes a legal, valid
and
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binding obligation of the Master Servicer,
enforceable against the Master
Servicer in accordance with its terms,
except that (A) the enforceability hereof
may be limited by bankruptcy, insolvency,
moratorium, receivership and other
similar laws relating to creditors' rights
generally and (B) the remedy of
specific performance and injunctive and
other forms of equitable relief may be
subject to equitable defenses and to the
discretion of the court before which
any proceeding hereunder may be
brought.
(iii) The execution and delivery of this Agreement by the
Master Servicer, the master servicing of
the Mortgage Loans under this
Agreement, the consummation of any other of
the transactions contemplated by
this Agreement, and the fulfillment of or
compliance with the terms hereof are
in the ordinary course of business of the
Master Servicer and will not (A)
result in a material breach of any term or
provision of the charter or by-laws
of the Master Servicer or (B) materially
conflict with, result in a material
breach, violation or acceleration of, or
result in a material default under, the
terms of any other material agreement or
instrument to which the Master Servicer
is a party or by which it may be bound, or
(C) constitute a material violation
of any statute, order or regulation
applicable to the Master Servicer of any
court, regulatory body, administrative
agency or governmental body having
jurisdiction over the Master Servicer; and
the Master Servicer is not in breach
or violation of any material indenture or
other material agreement or
instrument, or in violation of any statute,
order or regulation of any court,
regulatory body, administrative agency or
governmental body having jurisdiction
over it which breach or violation may
materially impair the Master Servicer's
ability to perform or meet any of its
obligations under this Agreement.
(iv) The Master Servicer, or an affiliate thereof, is an
approved servicer of mortgage loans for
Fannie Mae and for Freddie Mac.
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened, against
the Master Servicer that would
materially and adversely affect the
execution, delivery or enforceability of
this Agreement or its performance of any of
its other obligations under this
Agreement in accordance with the terms
hereof.
(vi) No consent, approval, authorization or order of any court
or governmental agency or body is required
for the execution, deli
