Exhibit 4.1
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,
Depositor
DLJ MORTGAGE CAPITAL, INC.,
Seller
[--------------],
Servicer
[-------------],
Servicer
[-------------],
Servicer
[--------------],
Special Servicer
and
[----------------],
Trustee
--------------------------------------------------------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of [________] 1, 20__
--------------------------------------------------------------------------------
HOME EQUITY MORTGAGE TRUST SERIES ____-__
HOME EQUITY MORTGAGE PASS-THROUGH CERTIFICATES, SERIES _____-__
<PAGE>
TABLE OF CONTENTS
PAGE
<TABLE>
<CAPTION>
ARTICLE I
DEFINITIONS
<S>
<C>
SECTION 1.01
Definitions..........................................................................
SECTION 1.02
Interest
Calculations................................................................
SECTION 1.03
Allocation of Certain Interest
Shortfalls............................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES
SECTION 2.01
Conveyance of Mortgage
Loans.........................................................
SECTION 2.02
Acceptance by the
Trustee............................................................
SECTION 2.03
Representations and Warranties of the Seller, the Servicers and the
Special Servicer.
SECTION 2.04
Representations and Warranties of the Depositor as to the Mortgage
Loans.............
SECTION 2.05
Delivery of Opinion of Counsel in Connection with
Substitutions......................
SECTION 2.06
Execution and Delivery of
Certificates...............................................
SECTION 2.07
REMIC
Matters........................................................................
SECTION 2.08
Covenants of each
Servicer...........................................................
SECTION 2.09
Conveyance of REMIC
Regular Interests and
Acceptance of REMIC 1,
REMIC 2 and REMIC
by the Trustee; Issuance of
Certificates.............................................
SECTION 2.10
Purposes and Powers of the
Trust.....................................................
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
SECTION 3.01
Servicers to Service Mortgage
Loans..................................................
SECTION 3.02
Subservicing; Enforcement of the Obligations of
Subservicers.........................
SECTION 3.03
[Reserved]...........................................................................
SECTION 3.04
Trustee to Act as
Servicer...........................................................
SECTION 3.05
Collection of Mortgage Loans; Collection Accounts; Certificate
Account; Pre-Funding
Account; Capitalized Interest
Account................................................
SECTION 3.06
Establishment of and Deposits to Escrow Accounts; Permitted
Withdrawals from Escrow
Accounts; Payments of Taxes, Insurance and Other
Charges.............................
SECTION 3.07
Access to Certain Documentation and
Information Regarding the Mortgage Loans;
Inspections..........................................................................
SECTION 3.08
Permitted Withdrawals from the Collection Accounts and Certificate
Account...........
SECTION 3.09
Maintenance of Hazard Insurance and Mortgage Impairment Insurance;
Claims;
Restoration of Mortgaged
Property....................................................
SECTION 3.10
Enforcement of Due-on-Sale Clauses; Assumption
Agreements............................
SECTION 3.11
Realization Upon Defaulted Mortgage Loans; Repurchase of Certain
Mortgage Loans......
SECTION 3.12
Trustee to Cooperate; Release of Mortgage
Files......................................
SECTION 3.13
Documents, Records and Funds in Possession of a Servicer to be Held
for the Trustee..
SECTION 3.14
Servicing
Fee........................................................................
SECTION 3.15
Access to Certain
Documentation......................................................
SECTION 3.16
Annual Statement as to
Compliance....................................................
SECTION 3.17
Assessments of Compliance and Attestation
Reports....................................
SECTION 3.18
Maintenance of Fidelity Bond and Errors and Omissions
Insurance......................
SECTION 3.19
Duties of the Credit Risk
Manager....................................................
SECTION 3.20
Limitation Upon Liability of the Credit Risk
Manager.................................
SECTION 3.21
Advance
Facility.....................................................................
SECTION 3.22
Special Serviced Mortgage
Loans......................................................
SECTION 3.23
Maintenance of Credit Insurance
Policy...............................................
ARTICLE IV
DISTRIBUTIONS AND ADVANCES BY THE SERVICER
SECTION 4.01
Advances by the
Servicer............................................................
SECTION 4.02
Priorities of
Distribution..........................................................
SECTION 4.03
[Reserved]..........................................................................
SECTION 4.04
[Reserved]..........................................................................
SECTION 4.05
Allocation of Realized
Losses.......................................................
SECTION 4.06
Monthly Statements to
Certificateholders............................................
SECTION 4.07
Distributions on the REMIC 1 Regular Interests and REMIC 2 Regular
Interests........
SECTION 4.08
[Reserved]..........................................................................
SECTION 4.09
Prepayment
Charges..................................................................
SECTION 4.10
Servicers to
Cooperate..............................................................
ARTICLE V
THE CERTIFICATES
SECTION 5.01
The
Certificates....................................................................
SECTION 5.02
Certificate Register; Registration of Transfer and Exchange of
Certificates.........
SECTION 5.03
Mutilated, Destroyed, Lost or Stolen
Certificates...................................
SECTION 5.04
Persons Deemed
Owners...............................................................
SECTION 5.05
Access to List of Certificateholders' Names and
Addresses...........................
SECTION 5.06
Maintenance of Office or
Agency.....................................................
ARTICLE VI
THE DEPOSITOR, THE SELLER, THE SERVICERS AND THE SPECIAL
SERVICER
SECTION 6.01
Respective Liabilities of the Depositor, the Sellers, the Servicers
and the Special
Servicer............................................................................
SECTION 6.02
Merger or
Consolidation of the Depositor, the Seller, a Servicer or the
Special
Servicer............................................................................
SECTION 6.03
Limitation on
Liability of the Depositor, the Seller, the Servicers, the
Special
Servicer and
Others.................................................................
SECTION 6.04
Limitation on Resignation of a
Servicer.............................................
ARTICLE VII
DEFAULT
SECTION 7.01
Events of
Default...................................................................
SECTION 7.02
Trustee to Act; Appointment of
Successor............................................
SECTION 7.03
Notification to
Certificateholders..................................................
ARTICLE VIII
CONCERNING THE TRUSTEE
SECTION 8.01
Duties of the
Trustee...............................................................
SECTION 8.02
Certain Matters Affecting the
Trustee...............................................
SECTION 8.03
Trustee Not Liable for Certificates or Mortgage
Loans...............................
SECTION 8.04
Trustee May Own
Certificates........................................................
SECTION 8.05
Trustee's Fees and
Expenses.........................................................
SECTION 8.06
Eligibility Requirements for the Trustee and
Custodian..............................
SECTION 8.07
Resignation and Removal of the
Trustee..............................................
SECTION 8.08
Successor
Trustee...................................................................
SECTION 8.09
Merger or Consolidation of the
Trustee..............................................
SECTION 8.10
Appointment of Co-Trustee or Separate
Trustee.......................................
SECTION 8.11
Tax
Matters.........................................................................
SECTION 8.12
Commission
Reporting................................................................
ARTICLE IX
TERMINATION
SECTION 9.01
Termination upon Liquidation or Purchase of the Mortgage
Loans......................
SECTION 9.02
Final Distribution on the
Certificates..............................................
SECTION 9.03
Additional Termination
Requirements.................................................
SECTION 9.04
Determination of the Terminating
Entity.............................................
ARTICLE X
MISCELLANEOUS PROVISIONS
SECTION 10.01
Amendment...........................................................................
SECTION 10.02
Recordation of Agreement;
Counterparts..............................................
SECTION 10.03
Governing
Law.......................................................................
SECTION 10.04
[Reserved]..........................................................................
SECTION 10.05
Notices.............................................................................
SECTION 10.06
Severability of
Provisions..........................................................
SECTION 10.07
Assignment..........................................................................
SECTION 10.08
Limitation on Rights of
Certificateholders..........................................
SECTION 10.09
Certificates Nonassessable and Fully
Paid...........................................
SECTION 10.10
Non-Solicitation....................................................................
EXHIBITS
EXHIBIT A.
Form of Class A
Certificates..............................................................
EXHIBIT B.
Form of Subordinate
Certificate...........................................................
EXHIBIT C.
Form of Residual
Certificate..............................................................
EXHIBIT D.
Form of Notional Amount
Certificate.......................................................
EXHIBIT E.
Form of Class P
Certificate...............................................................
EXHIBIT F.
Form of Reverse
Certificates..............................................................
EXHIBIT G.
Form of Initial Certification of
Custodian................................................
EXHIBIT H.
Form of Final Certification of
Custodian..................................................
EXHIBIT I.
Transfer
Affidavit........................................................................
EXHIBIT J.
Form
of Transferor
Certificate............................................................
EXHIBIT K.
Form of Investment Letter (Non-Rule
144A).................................................
EXHIBIT L.
Form of Rule 144A
Letter..................................................................
EXHIBIT M.
Request for
Release.......................................................................
EXHIBIT N.
Form of Subsequent Transfer
Agreement.....................................................
EXHIBIT O-1.
Form of Collection Account
Certification..................................................
EXHIBIT O-2.
Form of Collection Account Letter
Agreement...............................................
EXHIBIT P-1.
Form of Escrow Account Certification
.....................................................
EXHIBIT P-2.
Form of Escrow Account Letter
Agreement...................................................
EXHIBIT Q.
[Reserved]
...............................................................................
EXHIBIT R-1.
Form of Custodial Agreement for
[_________________].......................................
EXHIBIT R-2.
Form of Custodial Agreement for
[_________________].......................................
EXHIBIT S.
[Reserved]................................................................................
EXHIBIT T.
Data Fields for [_______] Serviced Loans Transferred to
[_______].........................
EXHIBIT U.
Charged Off Loan Data
Report..............................................................
EXHIBIT V.
Form of Monthly Statement to
Certificateholders...........................................
EXHIBIT W.
Form of Depositor
Certification...........................................................
EXHIBIT X.
Form of Trustee
Certification.............................................................
EXHIBIT Y.
Form of Servicer
Certification............................................................
EXHIBIT Z.
Information to be Provided by Servicer to
Trustee.........................................
EXHIBIT AA
Form of Limited Power of
Attorney.........................................................
EXHIBIT BB.
Credit Insurance
Policy...................................................................
EXHIBIT CC.
Servicing Criteria to Be Addressed in Assessment of Compliance
...........................
SCHEDULE I
Mortgage Loan
Schedule....................................................................
SCHEDULE II
Seller's Representations and
Warranties...................................................
SCHEDULE IIIA
[________] Representations and
Warranties.................................................
SCHEDULE IIIB
[________] Representations and
Warranties.................................................
SCHEDULE IIIC
[________] Representations and
Warranties.................................................
SCHEDULE IIID
[________] Representations and
Warranties.................................................
SCHEDULE IV
Representations and Warranties for the Mortgage
Loans.....................................
</TABLE>
<PAGE>
THIS POOLING AND SERVICING AGREEMENT, dated as of [_______] 1,
20__,
among CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., a
Delaware
corporation, as depositor (the "Depositor"), DLJ MORTGAGE CAPITAL,
INC., a
Delaware corporation, as Seller (the "Seller"), [_____________], a
[_______]
corporation, as servicer (a "Servicer" or
"[______]"),[_____________], a
[_______] corporation, as servicer (a "Servicer" or
"[______]"),[_____________],
a [_______] corporation, as servicer (a "Servicer" or "[______]",
and together
with [________] and [________], the "Servicers"), [_____________],
a [_______]
corporation, as special servicer (the "Special Servicer" or
"[______]") and
[__________________], a national banking association organized
under the laws of
the United States, as trustee (the "Trustee").
WITNESSETH THAT
In consideration of the mutual agreements herein contained, the
parties
hereto agree as follows:
PRELIMINARY STATEMENT
The Depositor intends to sell pass-through certificates
(collectively,
the "Certificates"), to be issued hereunder in multiple classes,
which in the
aggregate will evidence the entire beneficial ownership interest in
the Trust
Fund created hereunder. [The Certificates will consist of
twenty-three classes
of certificates, designated as (i) the Class A-1 Certificates, (ii)
the Class
A-2A Certificates, (iii) the Class A-2B Certificates, (iv) the
Class A-3
Certificates, (v) the Class A-4 Certificates, (vi) the Class M-1
Certificates,
(vii) the Class M-2 Certificates, (viii) the Class M-3
Certificates, (ix) the
Class M-4 Certificates, (x) the Class M-5 Certificates, (xi) the
Class M-6
Certificates, (xii) the Class M-7 Certificates, (xiii) the Class
M-8
Certificates, (xiv) the Class M-9A Certificates, (xv) the Class
M-9F
Certificates, (xvi) the Class B-1 Certificates, (xvii) the Class
B-2
Certificates, (xviii) the Class P Certificates, (xix) the Class
X-1
Certificates, (xx) the Class X-2 Certificates, (xxi) the Class X-S
Certificates,
(xxii) the Class A-R Certificates and (xxiii) the Class A-RL
Certificates.]
REMIC 1
As provided herein, the Trustee will make an election to treat the
segregated
pool of assets consisting of the Mortgage Loans and certain other
related assets
subject to this Agreement (exclusive of the Pre-Funding Account,
the Capitalized
Interest Account and the Subsequent Mortgage Loan Interest) as a
real estate
mortgage investment conduit (a "REMIC") for federal income tax
purposes, and
such segregated pool of assets will be designated as "REMIC 1." The
Class A-RL
Certificates will represent the sole class of "residual interests"
in REMIC 1
for purposes of the REMIC Provisions (as defined herein) under
federal income
tax law. The following table irrevocably sets forth the
designation, the
Uncertificated REMIC 1 Pass-Through Rate and the initial
Uncertificated
Principal Balance for each of the "regular interests" in REMIC 1
(the "REMIC 1
Regular Interests"). None of the REMIC 1 Regular Interests will be
certificated.
The latest possible maturity date (determined for purposes of
satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii)) of each of the
REMIC 1 Regular
Interests will be the Latest Possible Maturity Date as defined
herein.
UNCERTIFICATED REMIC 1
INITIAL UNCERTIFICATED
DESIGNATION
PASS-THROUGH RATE
PRINCIPAL BALANCE
----------- ----------------------
----------------------
LTI-1
Variable(1)
$
LTI-PF
Variable(1)
$
LTI-S1
Variable(1)
(2)
LTI-S2
Variable(1)
(2)
LTI-P
Variable(1)
$ 100.00
LTI-R
Variable(1)
$ 100.00
-------------------
(1) Calculated
as provided in the definition of Uncertificated REMIC 1
Pass-Through Rate.
(2) REMIC 1
Regular Interest LTI-S1 and REMIC 1 Regular Interest LTI-S2
will not have an Uncertificated Principal Balance but will
accrue
interest on an uncertificated notional amount calculated in
accordance
with the definition of "Uncertificated Notional Amount" herein.
REMIC 2
As provided herein, an election will be made to treat the
segregated
pool of assets consisting of the REMIC 1 Regular Interests as a
REMIC for
federal income tax purposes, and such segregated pool of assets
will be
designated as REMIC 2. The Class R-2 Interest will represent the
sole class of
"residual interests" in REMIC 2 for purposes of the REMIC
Provisions under
federal income tax law (the "Class R-2 Interest"). The following
table
irrevocably sets forth the designation, Uncertificated REMIC 2
Pass-Through Rate
and initial Uncertificated Principal Balance for each of the
"regular interests"
in REMIC 2 (the "REMIC 2 Regular Interests"). None of the REMIC 2
Regular
Interests will be certificated. The latest possible maturity date
(determined
for purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii)) of
each of the REMIC 2 Regular Interests will be the Latest Possible
Maturity Date
as defined herein.
UNCERTIFICATED REMIC 2 INITIAL
UNCERTIFICATED
DESIGNATION
PASS-THROUGH RATE
PRINCIPAL BALANCE
-----------
----------------------
----------------------
MTI-AA
Variable(1)
$
MTI-A-1
Variable(1)
$
MTI-A-2A
Variable(1)
$
MTI-A-2B
Variable(1)
$
MTI-A-3
Variable(1)
$
MTI-A-4
Variable(1)
$
MTI-M-1
Variable(1)
$
MTI-M-2
Variable(1)
$
MTI-M-3
Variable(1)
$
MTI-M-4
Variable(1)
$
MTI-M-5
Variable(1)
$
MTI-M-6
Variable(1)
$
MTI-M-7
Variable(1)
$
MTI-M-8
Variable(1)
$
MTI-M-9F
Variable(1)
$
MTI-M-9A
Variable(1)
$
MTI-B-1
Variable(1)
$
MTI-B-2
Variable(1)
$
MTI-ZZ
Variable(1)
$
MTI-P
Variable(1)
$ 100.00
MTI-R
Variable(1)
$ 100.00
MTI-S
(2)
(3)
-------------------
(1) Calculated
as provided in the definition of Uncertificated REMIC 2
Pass-Through Rate.
(2) REMIC 2
Regular Interest MTI-S will not have an Uncertificated REMIC 2
Pass-Through Rate, but will be entitled to 100% of the amounts
distributed on REMIC 1 Regular Interest LTI-S1 and REMIC 1
Regular
Interest LTI-S2.
(3) REMIC 2
Regular Interest MTI-S will not have an Uncertificated
Principal Balance, but will have an Uncertificated Notional
Amount
equal to the Uncertificated Notional Amount of REMIC 1 Regular
Interest
LTI-S1 and REMIC 1 Regular Interest LTI-S2.
REMIC 3
As provided herein, an election will be made to treat the
segregated
pool of assets consisting of the REMIC 2 Regular Interests as a
REMIC for
federal income tax purposes, and such segregated pool of assets
will be
designated as REMIC 3. The Class R-3 Interest will represent the
sole class of
"residual interests" in REMIC 3 for purposes of the REMIC
Provisions under
federal income tax law (the "Class R-3 Interest"). The following
table
irrevocably sets forth the designation, Pass-Through Rate,
aggregate Initial
Certificate Principal Balance and minimum denominations for each
Class of
Certificates comprising the interests representing "regular
interests" in REMIC
3, and the Class A-R Certificates, Class A-RL Certificates and
Class X-2
Certificates which are not "regular interests" in REMIC 3. The
latest possible
maturity date (determined for purposes of satisfying Treasury
regulation Section
1.860G-1(a)(4)(iii)) of each of the Regular Certificates will be
the Latest
Possible Maturity Date as defined herein.
<TABLE>
<CAPTION>
INTEGRAL MULTIPLES IN
CLASS CERTIFICATE BALANCE PASS-THROUGH RATE
MINIMUM
DENOMINATION EXCESS OF
MINIMUM
-------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
<C>
Class A-1
$
Adjustable(1) $
25,000
$1
-------------------------------------------------------------------------------------------------------------------
Class A-2A
$
Adjustable(1)
$
25,000
$1
-------------------------------------------------------------------------------------------------------------------
Class A-2B
$
Adjustable(1) $
25,000
$1
-------------------------------------------------------------------------------------------------------------------
Class A-3
$
[_____]%(3)
$
25,000
$1
-------------------------------------------------------------------------------------------------------------------
Class A-4
$
Adjustable(1) $
25,000
$1
-------------------------------------------------------------------------------------------------------------------
Class P
$
100.00
Variable(2) $
100
N/A
-------------------------------------------------------------------------------------------------------------------
Class A-R
$
100.00
Variable(2) $
100
N/A
-------------------------------------------------------------------------------------------------------------------
Class A-RL
$
100.00
Variable(2) $
100
N/A
-------------------------------------------------------------------------------------------------------------------
Class M-1
$
[_____]%(3)
$
25,000
$1
-------------------------------------------------------------------------------------------------------------------
Class M-2
$
[_____]%(3)
$
25,000
$1
-------------------------------------------------------------------------------------------------------------------
Class M-3
$
[_____]%(3)
$
25,000
$1
-------------------------------------------------------------------------------------------------------------------
Class M-4
$
[_____]%(3)
$
25,000
$1
-------------------------------------------------------------------------------------------------------------------
Class M-5
$
[_____]%(3)
$
25,000
$1
-------------------------------------------------------------------------------------------------------------------
Class M-6
$
[_____]%(3)
$
25,000
$1
-------------------------------------------------------------------------------------------------------------------
Class M-7
$
[_____]%(3)
$
25,000
$1
-------------------------------------------------------------------------------------------------------------------
Class M-8
$
[_____]%(3)
$
25,000
$1
-------------------------------------------------------------------------------------------------------------------
Class M-9A
$
Adjustable(1) $
25,000
$1
-------------------------------------------------------------------------------------------------------------------
Class M-9F
$
[_____]%(3)
$
25,000
$1
-------------------------------------------------------------------------------------------------------------------
Class B-1
$
[_____]%(3)
$
25,000
$1
-------------------------------------------------------------------------------------------------------------------
Class B-2
$
[_____]%(3)
$
25,000
$1
-------------------------------------------------------------------------------------------------------------------
Class X-1
$
0.00
Variable(4)(5)
100%
$1
-------------------------------------------------------------------------------------------------------------------
Class X-2
$
0.00
0.00%
N/A
N/A
-------------------------------------------------------------------------------------------------------------------
Class X-S
$
0.00(6)
Variable(7)
100%
$1
</TABLE>
--------------
(1) The Class
A-1, Class A-2A, Class A-2B, Class A-4 and Class M-9A
Certificates have an adjustable rate and will receive interest
pursuant
to formulas based on LIBOR, subject to the Net Funds Cap.
(2) The
initial pass-through rates on the Class P, Class A-R and Class
A-RL
Certificates will be approximately [_____]% per annum which is
equal to
the weighted average of the Net Mortgage Rates on the Initial
Mortgage
Loans and will vary after the first Distribution Date.
(3) The Class
A-3, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
Class M-6, Class M-7, Class M-8, Class M-9F, Class B-1 and Class
B-2
Certificates have a fixed rate subject to the Net Funds Cap. The
fixed
rate will increase by 0.50% per annum after the Optional
Termination
Date.
(4) The Class
X-1 Certificates will have an initial principal balance of
$[_________] and will accrue interest on its notional amount. For
any
Distribution Date, the notional amount of the Class X-1
Certificates
will be equal to the Aggregate Collateral Balance minus the
aggregate
Class Certificate Balance of the Class A-R, Class A-RL and Class
P
Certificates immediately prior to such Distribution Date. The
initial
notional amount of the Class X-1 Certificates is $[_________].
(5) The Class
X-1 Certificates are variable rate and will accrue interest
on a notional amount.
(6) For
federal income tax purposes, the Class X-S Certificates will
not
have a Class Principal Balance, but will have a notional amount
equal
to the Uncertificated Notional Amount of REMIC 2 Regular
Interest
MTI-S.
(7) The Class
X-S Certificates are an interest only Class and for each
Distribution Date the Class X-S Certificates shall receive the
aggregate Excess Servicing Fee. For federal income tax purposes,
the
Class X-S Certificates will not have a Pass-Through Rate, but will
be
entitled to 100% of the amounts distributed on REMIC 2 Regular
Interest
MTI-S.
Set forth below are designations of Classes of Certificates to
the
categories used herein:
<TABLE>
<S>
<C>
Book-Entry Certificates..........................
All Classes of Certificates other than the Physical
Certificates.
ERISA-Restricted Certificates....................
Class A-R, Class A-RL, Class P and Class X Certificates.
LIBOR Certificates...............................
Class A-1, Class A-2A, Class A-2B, Class A-4 and Class
M-9A Certificates.
Notional Amount Certificates.....................
Class X-1 Certificates and Class X-S Certificates.
Class A Certificates.............................
Class A-1, Class A-2A, Class A-2B, Class A-3, Class A-4,
Class A-R and Class A-RL Certificates.
Class B Certificates.............................
Class B-1 Certificates and Class B-2 Certificates
Class M Certificates.............................
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
Class M-6, Class M-7, Class M-8, Class M-9A and Class
M-9F Certificates.
Offered Certificates.............................
All Classes of Certificates (other than the Class B,
Class P Certificates and Class X Certificates).
Physical Certificates............................
Class A-R, Class A-RL, Class P, Class B and Class X
Certificates.
Private Certificates.............................
Class B, Class P and Class X Certificates.
Rating Agencies..................................
S&P, Fitch and Moody's.
Regular Certificates.............................
All Classes of Certificates other than the Class A-R,
Class A-RL and Class X-2 Certificates.
Residual Certificates............................
Class A-R Certificates and Class A-RL Certificates.
Senior Certificates..............................
Class A-1, Class A-2A, Class A-2B, Class A-3, Class A-4,
Class P, Class A-R and Class A-RL Certificates.
Subordinate Certificates.........................
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
Class M-6, Class M-7, Class M-8, Class M-9A, Class M-9F,
Class B-1, Class B-2 and Class X-1 Certificates.
Minimum Denominations............................
Class A-1, Class A-2A, Class A-2B, Class A-3, Class A-4,
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
Class M-6, Class M-7, Class M-8, Class M-9A, Class M-9F,
Class B-1 and Class B-2 Certificates: $25,000 and
multiples of $1 in excess thereof.
Class A-R, Class A-RL and Class P Certificates: $100.
The Class X-1 Certificates will be issued as a single
Certificate with a Certificate Principal Balance of
$0.00. The Class X-2 Certificates will be issued as a
single Certificate and will not have a principal
balance. The Class X-S Certificates will be issued as a
single Certificate with an initial Notional Amount of
$[____________].
</TABLE>
<PAGE>
ARTICLE I
DEFINITIONS
SECTION 1.01 Definitions.
Whenever used in this Agreement, the following words and
phrases,
unless the context otherwise requires, shall have the following
meanings:
Accepted Servicing Practices: With respect to any Mortgage Loan,
those
mortgage servicing practices of prudent mortgage lending
institutions which
service mortgage loans of the same type as such Mortgage Loan in
the
jurisdiction where the related Mortgaged Property is located.
Advance: The payment required to be made by a Servicer with respect
to
any Distribution Date pursuant to Section 4.01.
Aggregate Collateral Balance: As of any date of determination will
be
equal to the Aggregate Loan Balance plus the amount, if any, then
on deposit in
the Pre-Funding Account.
Aggregate Loan Balance: As of any Distribution Date will be equal
to
the aggregate of the Stated Principal Balances of the Mortgage
Loans determined
as of the last day of the related Collection Period.
Aggregate Subsequent Transfer Amount: With respect to any
Subsequent
Transfer Date, the aggregate Stated Principal Balance as of the
applicable
Cut-off Date of the Subsequent Mortgage Loans conveyed on such
Subsequent
Transfer Date, as listed on the revised Mortgage Loan Schedule
delivered
pursuant to Section 2.01(b); PROVIDED, HOWEVER, that such amount
shall not
exceed the amount on deposit in the Pre-Funding Account.
Agreement: This Pooling and Servicing Agreement and all amendments
or
supplements hereto.
Ancillary Income: All income derived from the Mortgage Loans,
other
than Servicing Fees and Prepayment Charges, including but not
limited to, late
charges, fees received with respect to checks or bank drafts
returned by the
related bank for non-sufficient funds, assumption fees, optional
insurance
administrative fees and all other incidental fees and charges.
Applied Loss Amount: As to any Distribution Date, an amount equal
to
the excess, if any of (i) the aggregate Class Principal Balance of
the
Certificates after giving effect to all Realized Losses incurred
with respect to
the Mortgage Loans during the Due Period for such Distribution Date
and payments
of principal on such Distribution Date and any amounts on deposit
in the Reserve
Account over (ii) the Aggregate Collateral Balance for such
Distribution Date.
Appraised Value: The amount set forth in an appraisal made in
connection with the origination of the related Mortgage Loan as the
value of the
Mortgaged Property.
Assignment Agreement: An assignment agreement between DLJ
Mortgage
Capital, Inc. as Seller and the Depositor, whereby the Mortgage
Loans are
transferred and limited representations and warranties relating to
the Mortgage
Loans are made.
Assignment of Mortgage: An assignment of the Mortgage, notice
of
transfer or equivalent instrument in recordable form (except for
the omission of
the name of the assignee if such Mortgage is endorsed in blank),
sufficient
under the laws of the jurisdiction wherein the related Mortgaged
Property is
located to reflect the transfer of the Mortgage to the Trustee for
the benefit
of the Certificateholders.
Auction Purchaser: As defined in Section 9.01.
Auction Date: As defined in Section 9.01.
Available Funds: With respect to any Distribution Date (A) the sum
of
(i) all Scheduled Payments (net of the related Expense Fees (other
than the
Excess Servicing Fee)) due on the Due Date in the month in which
such
Distribution Date occurs and received prior to the related
Determination Date,
together with any Advances in respect thereof required pursuant to
Section 4.01;
(ii) all Insurance Proceeds, Liquidation Proceeds and Net
Recoveries received
during the month preceding the month of such Distribution Date;
(iii) all
Curtailments and Payoffs received during the Prepayment Period
applicable to
such Distribution Date (excluding Prepayment Charges); (iv) amounts
received
with respect to such Distribution Date as the Substitution
Adjustment Amount or
Repurchase Price; (v) Compensating Interest Payments for such
Distribution Date;
(vi) with respect to the Distribution Date in [___________], the
amount
remaining in the Pre-Funding Account at the end of the Pre-Funding
Period; and
(vii) amounts withdrawn from the Reserve Account and added to the
Principal
Remittance Amount for such Distribution Date minus (B) as to
clauses (A)(i)
through (iv) above, reduced by amounts in reimbursement for
Advances previously
made and other amounts as to which the Servicers are entitled to be
reimbursed
pursuant to Section 3.08.
Bankruptcy Code: The United States Bankruptcy Reform Act of 1978,
as
amended.
Book-Entry Certificates: As specified in the Preliminary
Statement.
Business Day: Any day other than (i) a Saturday or a Sunday, or
(ii) a
day on which banking institutions in the City of New York, New
York, or the city
in which the Corporate Trust Office of the Trustee, or the states
in which any
Servicer's servicing operations are located, or savings and loan
institutions in
the States of Illinois, Texas, Oregon, California or Florida is
located are
authorized or obligated by law or executive order to be closed.
Capitalized Interest Account: The separate Eligible Account
designated
as such and created and maintained by the Trustee pursuant to
Section 3.05(g)
hereof. The Capitalized Interest Account shall be treated as an
"outside reserve
fund" under applicable Treasury regulations and shall not be part
of any REMIC.
Except as provided in Section 3.05(g) hereof, any investment
earnings on the
Capitalized Interest Account shall be treated as owned by the
Depositor and will
be taxable to the Depositor.
Capitalized Interest Deposit: $[__________].
Capitalized Interest Requirement: With respect to the
[__________]
Distribution Date, an amount equal to interest accruing during the
related
Interest Accrual Period for the LIBOR Certificates at a per annum
rate equal to
(x) the weighted average Pass-Through Rate of the Offered
Certificates and the
Class B Certificates multiplied by (y) the Pre-Funded Amount
outstanding at the
end of the related Due Period. With respect to the [__________]
Distribution
Date, an amount equal to interest accruing during the related
Interest Accrual
Period for the LIBOR Certificates at a per annum rate equal to (x)
the weighted
average Pass-Through Rate of the Offered Certificates and the Class
B
Certificates for such Distribution Date multiplied by (y) the sum
of (c) the
Pre-Funded Amount at the end of the related Due Period and (d) the
aggregate
Stated Principal Balance of the Subsequent Mortgage Loans that do
not have a
first Due Date prior to [__________], transferred to the Trust
during the
related Due Period. With respect to the [__________] Distribution
Date, an
amount equal to interest accruing during the related Interest
Accrual Period for
the LIBOR Certificates at a per annum rate equal to (x) the
weighted average
Pass-Through Rate of the Offered Certificates and the Class B
Certificates for
such Distribution Date multiplied by (y) the sum of (c) the
Pre-Funded Amount at
the end of the related Due Period and (d) the aggregate Stated
Principal Balance
of the related Subsequent Mortgage Loans that do not have a first
Due Date prior
to [__________], transferred to the Trust during the related Due
Period.
Carryforward Interest: For any Class of Certificates and any
Distribution Date, the sum of (1) the amount, if any, by which (x)
the sum of
(A) Current Interest for such Class for the immediately preceding
Distribution
Date and (B) any unpaid Carryforward Interest from previous
Distribution Dates
exceeds (y) the amount paid in respect of interest on such Class on
such
immediately preceding Distribution Date, and (2) interest on such
amount for the
related Interest Accrual Period at the applicable Pass-Through
Rate.
Certificate: Any one of the Certificates executed by the Trustee
in
substantially the forms attached hereto as exhibits.
Certificates: As specified in the Preliminary Statement.
Certificate Account: The separate Eligible Account created and
maintained with the Trustee, or any other bank or trust company
acceptable to
the Rating Agencies which is incorporated under the laws of the
United States or
any state thereof pursuant to Section 3.05, which account shall
bear a
designation clearly indicating that the funds deposited therein are
held in
trust for the benefit of the Trustee on behalf of the
Certificateholders or any
other account serving a similar function acceptable to the Rating
Agencies.
Funds in the Certificate Account may (i) be held uninvested without
liability
for interest or compensation thereon or (ii) be invested at the
direction of the
Trustee in Eligible Investments and reinvestment earnings thereon
(net of
investment losses) shall be paid to the Trustee. Funds deposited in
the
Certificate Account (exclusive of the Trustee Fee and other amounts
permitted to
be withdrawn pursuant to Section 3.08) shall be held in trust for
the
Certificateholders.
Certificate Balance: With respect to any Certificate at any date,
the
maximum dollar amount of principal to which the Holder thereof is
then entitled
hereunder, such amount being equal to the Denomination thereof
minus the sum of
(i) all distributions of principal previously made with respect
thereto and (ii)
all Realized Losses allocated thereto and, in the case of any
Subordinate
Certificates, all other reductions in Certificate Balance
previously allocated
thereto pursuant to Section 4.05.
Certificate Margin: As to each Class of LIBOR Certificates, the
applicable amount set forth below:
CLASS
CERTIFICATE
MARGIN
----------
----------------------------------
(1)
(2)
A-1
[__________]%
[_______]%
A-2A
[__________]%
[_______]%
A-2B
[__________]%
[_______]%
A-4
[__________]%
[_______]%
M-9A
[__________]%
[_______]%
-----------------
(1) On or prior to the Optional Termination Date.
(2) After the Optional Termination Date.
Certificate Owner: With respect to a Book-Entry Certificate, the
Person
who is the beneficial owner of such Book-Entry Certificate.
Certificate Register: The register maintained pursuant to Section
5.02.
Certificateholder or Holder: The person in whose name a Certificate
is
registered in the Certificate Register, 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 Trustee is 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.
Charged Off Loan: With respect to any Distribution Date, a
defaulted
Mortgage Loan that is (x) not an [________] Covered Loan or (y) for
which
coverage under the Credit Insurance Policy is no longer available,
that has not
yet been liquidated, giving rise to a Realized Loss, on the date on
which the
related Servicer determines, pursuant to the procedures set forth
in Section
3.11, that there will be (i) no Significant Net Recoveries with
respect to such
Mortgage Loan or (ii) the potential Net Recoveries are anticipated
to be an
amount, determined by the related Servicer in its good faith
judgment and in
light of other mitigating circumstances, that is insufficient to
warrant
proceeding through foreclosure or other liquidation of the related
Mortgaged
Property.
Class: All Certificates bearing the same class designation as set
forth
in the Preliminary Statement.
Class A-R Certificates: The Class A-R Certificates represents
beneficial ownership of the Class R-2 Interest and Class R-3
Interest.
Class A-RL Certificates: The sole class of residual interests in
REMIC
1.
Class A-1 Pass-Through Rate: With respect to the initial
Interest
Accrual Period, based on a LIBOR determination date of
[__________],[__________]% per annum. With respect to any Interest
Accrual
Period thereafter, will be a per annum rate equal to the lesser of
(i) the sum
of LIBOR plus the related Certificate Margin and (ii) the Net Funds
Cap.
Class A-2A Pass-Through Rate: With respect to the initial
Interest
Accrual Period, based on a LIBOR determination date of
[__________],[__________]% per annum. With respect to any Interest
Accrual
Period thereafter, will be a per annum rate equal to the lesser of
(i) the sum
of LIBOR plus the related Certificate Margin and (ii) the Net Funds
Cap.
Class A-2B Pass-Through Rate: With respect to the initial
Interest
Accrual Period, based on a LIBOR determination date of
[__________],[__________]% per annum. With respect to any Interest
Accrual
Period thereafter, will be a per annum rate equal to the lesser of
(i) the sum
of LIBOR plus the related Certificate Margin and (ii) the Net Funds
Cap.
Class A-3 Pass-Through Rate: With respect to the initial
Interest
Accrual Period (a) on or prior to the Optional Termination Date,
the lesser of
(i) [__________]% per annum and (ii) the Net Funds Cap, and (b)
after the
Optional Termination Date, the lesser of (i) [__________]% per
annum and (ii)
the Net Funds Cap.
Class A-4 Pass-Through Rate: With respect to the initial
Interest
Accrual Period, based on a LIBOR determination date of
[__________],[__________]% per annum. With respect to any Interest
Accrual
Period thereafter, will be a per annum rate equal to the lesser of
(i) the sum
of LIBOR plus the related Certificate Margin and (ii) the Net Funds
Cap.
Class A-R Pass-Through Rate: With respect to the Distribution Date
in
[__________],[__________] or [__________], a per annum rate equal
to the Initial
Mortgage Loan Net WAC Rate, and with respect to any Distribution
Date
thereafter, a per annum rate equal to the Net Funds Cap.
Class A-RL Pass-Through Rate: With respect to the Distribution Date
in
[__________],[__________] or [__________], a per annum rate equal
to the Initial
Mortgage Loan Net WAC Rate, and with respect to any Distribution
Date
thereafter, a per annum rate equal to the Net Funds Cap.
Class B-1 Pass-Through Rate: With respect to the initial
Interest
Accrual Period (a) on or prior to the Optional Termination Date,
the lesser of
(i) [__________]% per annum and (ii) the Net Funds Cap, and (b)
after the
Optional Termination Date, the lesser of (i) [__________]% per
annum and (ii)
the Net Funds Cap.
Class B-1 Principal Payment Amount: For any Distribution Date on
or
after the Stepdown Date and as long as a Trigger Event is not in
effect with
respect to such Distribution Date, will be the amount, if any, by
which (x) the
sum of (i) the aggregate Class Principal Balance of the Class A-1,
Class A-2A,
Class A-2B, Class A-3, Class A-4, Class P, Class A-R, Class A-RL,
Class M-1,
Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,
Class M-8,
Class M-9A and Class M-9F Certificates, in each case, after giving
effect to
payments on such Distribution Date and (ii) the Class Principal
Balance of the
Class B-1 Certificates immediately prior to such Distribution Date
exceeds (y)
the lesser of (A) the product of (i) [__________]% and (ii) the
Aggregate
Collateral Balance for such Distribution Date and (B) the amount,
if any, by
which (i) the Aggregate Collateral Balance for such Distribution
Date exceeds
(ii) 0.50% of the Aggregate Collateral Balance as of the Cut-off
Date.
Class B-2 Pass-Through Rate: With respect to the initial
Interest
Accrual Period (a) on or prior to the Optional Termination Date,
the lesser of
(i) [__________]% per annum and (ii) the Net Funds Cap, and (b)
after the
Optional Termination Date, the lesser of (i) [__________]% per
annum and (ii)
the Net Funds Cap.
Class B-2 Principal Payment Amount: For any Distribution Date on
or
after the Stepdown Date and as long as a Trigger Event is not in
effect with
respect to such Distribution Date, will be the amount, if any, by
which (x) the
sum of (i) the aggregate Class Principal Balance of the Class A-1,
Class A-2A,
Class A-2B, Class A-3, Class A-4, Class P, Class A-R, Class A-RL,
Class M-1,
Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,
Class M-8,
Class M-9A, Class M-9F and Class B-1 Certificates, in each case,
after giving
effect to payments on such Distribution Date and (ii) the Class
Principal
Balance of the Class B-2 Certificates immediately prior to such
Distribution
Date exceeds (y) the lesser of (A) the product of (i) [__________]%
and (ii) the
Aggregate Collateral Balance for such Distribution Date and (B) the
amount, if
any, by which (i) the Aggregate Collateral Balance for such
Distribution Date
exceeds (ii) 0.50% of the Aggregate Collateral Balance as of the
Cut-off Date.
Class M-1 Pass-Through Rate: With respect to the initial
Interest
Accrual Period (a) on or prior to the Optional Termination Date,
the lesser of
(i) [__________]% per annum and (ii) the Net Funds Cap, and (b)
after the
Optional Termination Date, the lesser of (i) [__________]% per
annum and (ii)
the Net Funds Cap.
Class M-1 Principal Payment Amount: For any Distribution Date on
or
after the Stepdown Date and as long as a Trigger Event is not in
effect with
respect to such Distribution Date, will be the amount, if any, by
which (x) the
sum of (i) the aggregate Class Principal Balance of the Class A-1,
Class A-2A,
Class A-2B, Class A-3, Class A-4, Class P, Class A-R and Class A-RL
Certificates
after giving effect to payments on such Distribution Date and (ii)
the Class
Principal Balance of the Class M-1 Certificates immediately prior
to such
Distribution Date exceeds (y) the lesser of (A) the product of (i)
[__________]%
and (ii) the Aggregate Collateral Balance for such Distribution
Date and (B) the
amount, if any, by which (i) the Aggregate Collateral Balance for
such
Distribution Date exceeds (ii) 0.50% of the Aggregate Collateral
Balance as of
the Cut-off Date.
Class M-2 Pass-Through Rate: With respect to the initial
Interest
Accrual Period (a) on or prior to the Optional Termination Date,
the lesser of
(i) [__________]% per annum and (ii) the Net Funds Cap, and (b)
after the
Optional Termination Date, the lesser of (i) [__________]% per
annum and (ii)
the Net Funds Cap.
Class M-2 Principal Payment Amount: For any Distribution Date on
or
after the Stepdown Date and as long as a Trigger Event is not in
effect with
respect to such Distribution Date, will be the amount, if any, by
which (x) the
sum of (i) the aggregate Class A-1, Class A-2A, Class A-2B, Class
A-3, Class
A-4, Class P, Class A-R, Class A-RL and Class M-1 Certificates
after giving
effect to payments on such Distribution Date and (ii) the Class
Principal
Balance of the Class M-2 Certificates immediately prior to such
Distribution
Date exceeds (y) the lesser of (A) the product of (i) [__________]%
and (ii) the
Aggregate Collateral Balance for such Distribution Date and (B) the
amount, if
any, by which (i) the Aggregate Collateral Balance for such
Distribution Date
exceeds (ii) 0.50% of the Aggregate Collateral Balance as of the
Cut-off Date.
Class M-3 Pass-Through Rate: With respect to the initial
Interest
Accrual Period (a) on or prior to the Optional Termination Date,
the lesser of
(i) [__________]% per annum and (ii) the Net Funds Cap, and (b)
after the
Optional Termination Date, the lesser of (i) [__________]% per
annum and (ii)
the Net Funds Cap.
Class M-3 Principal Payment Amount: For any Distribution Date on
or
after the Stepdown Date and as long as a Trigger Event is not in
effect with
respect to such Distribution Date, will be the amount, if any, by
which (x) the
sum of (i) the aggregate Class Principal Balance of the Class A-1,
Class A-2A,
Class A-2B, Class A-3, Class A-4, Class P, Class A-R, Class A-RL,
Class M-1 and
Class M-2 Certificates after giving effect to payments on such
Distribution Date
and (ii) the Class Principal Balance of the Class M-3 Certificates
immediately
prior to such Distribution Date exceeds (y) the lesser of (A) the
product of (i)
[__________]% and (ii) the Aggregate Collateral Balance for such
Distribution
Date and (B) the amount, if any, by which (i) the Aggregate
Collateral Balance
for such Distribution Date exceeds (ii) 0.50% of the Aggregate
Collateral
Balance as of the Cut-off Date.
Class M-4 Pass-Through Rate: With respect to the initial
Interest
Accrual Period (a) on or prior to the Optional Termination Date,
the lesser of
(i) [__________]% per annum and (ii) the Net Funds Cap, and (b)
after the
Optional Termination Date, the lesser of (i) [__________]% per
annum and (ii)
the Net Funds Cap.
Class M-4 Principal Payment Amount: For any Distribution Date on
or
after the Stepdown Date and as long as a Trigger Event is not in
effect with
respect to such Distribution Date, will be the amount, if any, by
which (x) the
sum of (i) the aggregate Class Principal Balance of the Class A-1,
Class A-2A,
Class A-2B, Class A-3, Class A-4, Class P, Class A-R, Class A-RL,
Class M-1,
Class M-2 and Class M-3 Certificates after giving effect to
payments on such
Distribution Date and (ii) the Class Principal Balance of the Class
M-4
Certificates immediately prior to such Distribution Date exceeds
(y) the lesser
of (A) the product of (i) [__________]% and (ii) the Aggregate
Collateral
Balance for such Distribution Date and (B) the amount, if any, by
which (i) the
Aggregate Collateral Balance for such Distribution Date exceeds
(ii) 0.50% of
the Aggregate Collateral Balance as of the Cut-off Date.
Class M-5 Pass-Through Rate: With respect to the initial
Interest
Accrual Period (a) on or prior to the Optional Termination Date,
the lesser of
(i) [__________]% per annum and (ii) the Net Funds Cap, and (b)
after the
Optional Termination Date, the lesser of (i) [__________]% per
annum and (ii)
the Net Funds Cap.
Class M-5 Principal Payment Amount: For any Distribution Date on
or
after the Stepdown Date and as long as a Trigger Event is not in
effect with
respect to such Distribution Date, will be the amount, if any, by
which (x) the
sum of (i) the aggregate Class Principal Balance of the Class A-1,
Class A-2A,
Class A-2B, Class A-3, Class A-4, Class P, Class A-R, Class A-RL,
Class M-1,
Class M-2, Class M-3 and Class M-4 Certificates after giving effect
to payments
on such Distribution Date and (ii) the Class Principal Balance of
the Class M-5
Certificates immediately prior to such Distribution Date exceeds
(y) the lesser
of (A) the product of (i) [__________]% and (ii) the Aggregate
Collateral
Balance for such Distribution Date and (B) the amount, if any, by
which (i) the
Aggregate Collateral Balance for such Distribution Date exceeds
(ii) 0.50% of
the Aggregate Collateral Balance as of the Cut-off Date.
Class M-6 Pass-Through Rate: With respect to the initial
Interest
Accrual Period (a) on or prior to the Optional Termination Date,
the lesser of
(i) [__________]% per annum and (ii) the Net Funds Cap, and (b)
after the
Optional Termination Date, the lesser of (i) [__________]% per
annum and (ii)
the Net Funds Cap.
Class M-6 Principal Payment Amount: For any Distribution Date on
or
after the Stepdown Date and as long as a Trigger Event is not in
effect with
respect to such Distribution Date, will be the amount, if any, by
which (x) the
sum of (i) the aggregate Class Principal Balance of the Class A-1,
Class A-2A,
Class A-2B, Class A-3, Class A-4, Class P, Class A-R, Class A-RL,
Class M-1,
Class M-2, Class M-3, Class M-4 and Class M-5 Certificates after
giving effect
to payments on such Distribution Date and (ii) the Class Principal
Balance of
the Class M-6 Certificates immediately prior to such Distribution
Date exceeds
(y) the lesser of (A) the product of (i) [__________]% and (ii) the
Aggregate
Collateral Balance for such Distribution Date and (B) the amount,
if any, by
which (i) the Aggregate Collateral Balance for such Distribution
Date exceeds
(ii) 0.50% of the Aggregate Collateral Balance as of the Cut-off
Date.
Class M-7 Pass-Through Rate: With respect to the initial
Interest
Accrual Period (a) on or prior to the Optional Termination Date,
the lesser of
(i) [__________]% per annum and (ii) the Net Funds Cap, and (b)
after the
Optional Termination Date, the lesser of (i) [__________]% per
annum and (ii)
the Net Funds Cap.
Class M-7 Principal Payment Amount: For any Distribution Date on
or
after the Stepdown Date and as long as a Trigger Event is not in
effect with
respect to such Distribution Date, will be the amount, if any, by
which (x) the
sum of (i) the aggregate Class Principal Balance of the Class A-1,
Class A-2A,
Class A-2B, Class A-3, Class A-4, Class P, Class A-R, Class A-RL,
Class M-1,
Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6
Certificates after
giving effect to payments on such Distribution Date and (ii) the
Class Principal
Balance of the Class M-7 Certificates immediately prior to such
Distribution
Date exceeds (y) the lesser of (A) the product of (i) [__________]%
and (ii) the
Aggregate Collateral Balance for such Distribution Date and (B) the
amount, if
any, by which (i) the Aggregate Collateral Balance for such
Distribution Date
exceeds (ii) 0.50% of the Aggregate Collateral Balance as of the
Cut-off Date.
Class M-8 Pass-Through Rate: With respect to the initial
Interest
Accrual Period (a) on or prior to the Optional Termination Date,
the lesser of
(i) [__________]% per annum and (ii) the Net Funds Cap, and (b)
after the
Optional Termination Date, the lesser of (i) [__________]% per
annum and (ii)
the Net Funds Cap. Class M-8 Principal Payment Amount: For any
Distribution Date
on or after the Stepdown Date and as long as a Trigger Event is not
in effect
with respect to such Distribution Date, will be the amount, if any,
by which (x)
the sum of (i) the aggregate Class Principal Balance of the Class
A-1, Class
A-2A, Class A-2B, Class A-3, Class A-4, Class P, Class A-R, Class
A-RL, Class
M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and
Class M-7
Certificates after giving effect to payments on such Distribution
Date and (ii)
the Class Principal Balance of the Class M-8 Certificates
immediately prior to
such Distribution Date exceeds (y) the lesser of (A) the product of
(i)
[__________]% and (ii) the Aggregate Collateral Balance for such
Distribution
Date and (B) the amount, if any, by which (i) the Aggregate
Collateral Balance
for such Distribution Date exceeds (ii) 0.50% of the Aggregate
Collateral
Balance as of the Cut-off Date.
Class M-9A Pass-Through Rate: With respect to the initial
Interest
Accrual Period, based on a LIBOR determination date of
[__________],[__________]% per annum. With respect to any Interest
Accrual
Period thereafter, will be a per annum rate equal to the lesser of
(i) the sum
of LIBOR plus the related Certificate Margin and (ii) the Net Funds
Cap.
Class M-9 Principal Payment Amount: For any Distribution Date on
or
after the Stepdown Date and as long as a Trigger Event is not in
effect with
respect to such Distribution Date, will be the amount, if any, by
which (x) the
sum of (i) the aggregate Class Principal Balance of the Class A-1,
Class A-2A,
Class A-2B, Class A-3, Class A-4, Class P, Class A-R, Class A-RL,
Class M-1,
Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7
and Class M-8
Certificates after giving effect to payments on such Distribution
Date and (ii)
the aggregate Class Principal Balance of the Class M-9A
Certificates and Class
M-9F Certificates immediately prior to such Distribution Date
exceeds (y) the
lesser of (A) the product of (i) [__________]% and (ii) the
Aggregate Collateral
Balance for such Distribution Date and (B) the amount, if any, by
which (i) the
Aggregate Collateral Balance for such Distribution Date exceeds
(ii) 0.50% of
the Aggregate Collateral Balance as of the Cut-off Date.
Class M-9F Pass-Through Rate: With respect to the initial
Interest
Accrual Period (a) on or prior to the Optional Termination Date,
the lesser of
(i) [__________]% per annum and (ii) the Net Funds Cap, and (b)
after the
Optional Termination Date, the lesser of (i) [__________]% per
annum and (ii)
the Net Funds Cap.
Class X-1 Distributable Amount: With respect to any Distribution
Date,
the amount of interest accrued during the related Interest Accrual
Period at the
related Pass-Through Rate on the Class X-1 Notional Amount for such
Distribution
Date.
Class X-1 Notional Amount: Immediately prior to any Distribution
Date,
with respect to the Class X-1 Certificates, an amount equal to the
aggregate of
the Uncertificated Principal Balances of the REMIC 2 Regular
Interests (other
than REMIC 2 Regular Interests MTI-P and MTI-R).
Class X-S Notional Amount: Immediately prior to any Distribution
Date,
with respect to the Class X-S Certificates, an amount equal to the
Stated
Principal Balance of the [______] Serviced Loans and
[______]Serviced Loans as
of the Due Date in the month of such Distribution Date (prior to
giving effect
to any Scheduled Payments due on such Mortgage Loans on such Due
Date). For
federal income tax purposes, however, the Class X-S Notional Amount
will equal
the Uncertificated Notional Amount of REMIC 2 Regular Interest
MTI-S.
Class P Pass-Through Rate: With respect to the Class P Certificates
and
the Distribution Dates for [__________],[__________] and
[__________] a per
annum rate equal to the Initial Mortgage Loan Net WAC Rate, and
with respect to
any Distribution Date thereafter, a per annum rate equal to the Net
Funds Cap.
For federal income tax purposes, however, with respect to any
Distribution Date,
the Class P Certificates will be entitled to 100% of the interest
accrued on
REMIC 2 Regular Interest MTI-P.
Class Principal Balance: With respect to any Class and as to any
date
of determination, the aggregate of the Certificate Balances of all
Certificates
of such Class as of such date plus, in the case of any Subordinate
Certificates,
any increase in the Class Principal Balance of such Class pursuant
to Section
4.02(vii) due to the receipt of Net Recoveries.
Class R-2 Interest: The sole class of residual interests in REMIC
2.
Class R-3 Interest: The sole class of residual interests in REMIC
3.
Closing Date:
[__________].
Code: The Internal Revenue Code of 1986, as the same may be
amended
from time to time (or any successor statute thereto).
Collection Accounts: The accounts established and maintained by
a
Servicer in accordance with Section 3.05.
Collection Period: With respect to any Distribution Date, the
period
from the second day of the month immediately preceding such
Distribution Date to
and including the first day of the month of such Distribution
Date.
Combined
Loan-to-Value Ratio: With respect to any Mortgage Loan and as
of any date of determination, the fraction (expressed as a
percentage) the
numerator of which is the sum of (i) original principal balance of
the related
Mortgage Loan at such date of determination and (ii) the unpaid
principal
balance of the related First Mortgage Loan as of the date of
origination of that
Mortgage Loan and the denominator of which is (a) with respect to a
refinanced
Mortgage Loan, the Appraised Value of the related Mortgaged
Property at
origination and (b) with respect to all other Mortgage Loans, the
lesser of (i)
the Appraised Value of the related Mortgage Property at origination
and (ii) the
purchase price of the related Mortgaged Property.
Compensating Interest Payment: For any Distribution Date, an amount
to
be paid by the applicable Servicer for such Distribution Date,
equal to the
lesser of (i) the sum of (x) an amount equal to 0.25% per annum on
the aggregate
Stated Principal Balance of the related Mortgage Loans otherwise
payable to the
related Servicer on such Distribution Date (prior to giving effect
to any
Scheduled Payments due on the Mortgage Loans on such Due Date) and
(y) any
Prepayment Interest Excess payable to such Servicer for such
Distribution Date
and (ii) the aggregate Prepayment Interest Shortfall for the
Mortgage Loans
being serviced by the related Servicer relating to Principal
Prepayments
received during the related Prepayment Period.
Corporate Trust Office: The designated office of the Trustee in
the
State of New York at which at any particular time its corporate
trust business
with respect to this Agreement shall be administered, which office
at the date
of the execution of this Agreement is located at [__________],
Attention:
[__________]: Home Equity Mortgage Trust-____-__.
Corresponding Certificate: With respect to (i) REMIC 2 Regular
Interest
MTI-P, (ii) REMIC 2 Regular Interest MTI-R, (iii) REMIC 2 Regular
Interest
MTI-A-1, (iv) REMIC 2 Regular Interest MTI-A-2A, (v) REMIC 2
Regular Interest
MTI-A-2B, (vi) REMIC 2 Regular Interest MTI-A-3, (vii) REMIC 2
Regular Interest
MTI-A-4, (viii) REMIC 2 Regular Interest MTI-M-1, (ix) REMIC 2
Regular Interest
MTI-M-2, (x) REMIC 2 Regular Interest MTI-M-3, (xi) REMIC 2 Regular
Interest
MTI-M-4, (xii) REMIC 2 Regular Interest MTI-M-5, (xiii) REMIC 2
Regular Interest
MTI-M-6, (xiv) REMIC 2 Regular Interest MTI-M-7, (xv) REMIC 2
Regular Interest
MTI-M-8, (xvi) REMIC 2 Regular Interest MTI-M-9F, (xvii) REMIC 2
Regular
Interest MTI-M-9A, (xviii) REMIC 2 Regular Interest MTI-B-1, (xix)
REMIC 2
Regular Interest MTI-B-2 and (xx) REMIC 2 Regular Interest MTI-S,
the (i) Class
P Certificates, (ii) Class A-R Certificates, (iii) Class A-1
Certificates, (iv)
Class A-2A Certificates, (v) Class A-2B Certificates, (vi) Class
A-3
Certificates, (vii) Class A-4 Certificates, (viii) Class M-1
Certificates, (ix)
Class M-2 Certificates, (x) Class M-3 Certificates, (xi) Class M-4
Certificates,
(xii) Class M-5 Certificates, (xiii) Class M-6 Certificates, (xiv)
Class M-7
Certificates, (xv) Class M-8 Certificates, (xvi) Class M-9F
Certificates, (xvii)
Class M-9A Certificates, (xviii) Class B-1 Certificates, (xix)
Class B-2
Certificates and (xx) Class X-S Certificates, respectively.
Corresponding Uncertificated Interest: With respect to (a)(i) REMIC
1
Regular Interest LTI-P and (ii) REMIC 1 Regular Interest LTI-R,
(b)(i) REMIC 2
Regular Interest MTI-P and (ii) REMIC 2 Regular Interest MTI-R,
respectively.
Credit Insurance Policy: The credit insurance policy provided by
the
Credit Insurance Provider with respect to the [________] Covered
Loans having an
initial amount of coverage equal to $[__________], and including
any and all
related endorsements, copies of which are attached hereto as
Exhibit BB-1, or
any replacement obtained by [________] pursuant to Section 3.23
hereof.
Credit Insurance Provider: [_________________], or any
successor
thereto or the named insurer in any replacement policy obtained by
the Servicer
pursuant to Section 3.23 hereof.
Credit Insurance Provider Fee: The amount payable to the Credit
Insurance Provider in order to obtain coverage provided under the
Credit
Insurance Policy, such amount being, as to each [________] Covered
Loan and any
Distribution Date, an amount equal to one-twelfth of the related
Credit
Insurance Provider Fee Rate on the Net Proceeds (as defined in the
Credit
Insurance Policy) of the [________] Covered Loan.
Credit Insurance Provider Fee Rate: [__________]% per annum.
Credit Risk Manager: [_____________], a [___________].
Credit Risk Management Agreement: Any of the agreements between
[______][______],[______]and the Credit Risk Manager dated as of
[______].
Credit Risk Manager Fee: As to each Mortgage Loan and any
Distribution
Date, an amount equal to one month's interest at the Credit Risk
Manager Fee
Rate on the Stated Principal Balance of such Mortgage Loan as of
the Due Date in
the month of such Distribution Date (prior to giving effect to any
Scheduled
Payments due on such Mortgage Loan on such Due Date).
Credit Risk Manager Fee Rate: [__________]% per annum.
CSFB: Credit Suisse First Boston LLC, a Delaware limited
liability
company, and its successors and assigns.
Cumulative Loss Event: For any Distribution Date, a Cumulative
Loss
Event is occurring if Cumulative Net Realized Losses on the
Mortgage Loans, plus
the amount by which the total available coverage under the Credit
Insurance
Policy has been reduced as of such date, equal or exceed the
percentage of the
Aggregate Collateral Balance as of the Cut-off Date for that
Distribution Date
as specified below:
<TABLE>
<CAPTION>
DISTRIBUTION DATE
PERCENTAGE OF AGGREGATE COLLATERAL BALANCE
---------------------------------------
------------------------------------------------------------------------
<S>
<C>
[__________] - [__________]............
N.A.
[__________] - [__________]............ [___]% for the first
month, plus an additional 1/12th of [___]% for each
month thereafter
[__________] - [__________]............ [___]% for the first
month, plus an additional 1/12th of [___]% for each
month thereafter
[__________] - [__________]............ [___]% for the first
month, plus an additional 1/12th of [___]% for each
month thereafter
[__________] and thereafter............
[____]%
</TABLE>
Cumulative Net Realized Losses: As to any date of determination
the
aggregate amount of Realized Losses as reduced by any Net
Recoveries received on
Charged Off Loans.
Current Interest: For any Class of Certificates and Distribution
Date,
the amount of interest accruing at the applicable Pass-Through Rate
on the
related Class Principal Balance, or Notional Amount, as applicable,
of such
Class during the related Interest Accrual Period; provided, that if
and to the
extent that on any Distribution Date the Interest Remittance Amount
is less than
the aggregate distributions required pursuant to Section
4.02(b)(i)A-M without
regard to this proviso, then the Current Interest on each such
Class will be
reduced, on a pro rata basis in proportion to the amount of Current
Interest for
each Class without regard to this proviso, by the lesser of (i) the
amount of
the deficiency described above in this proviso and (ii) the related
Interest
Shortfall for such Distribution Date.
Curtailment: Any payment of principal on a Mortgage Loan, made by
or on
behalf of the related Mortgagor, other than a Scheduled Payment, a
prepaid
Scheduled Payment or a Payoff, which is applied to reduce the
outstanding Stated
Principal Balance of the Mortgage Loan.
Custodial Agreement: The agreement, among the Trustee, the
related
Custodian and the Depositor providing for the safekeeping of any
documents or
instruments referred to in Section 2.01 on behalf of the
Certificateholders,
attached hereto as Exhibit R-1 or Exhibit R-2, as applicable.
Custodian: Either of (i) [________________], a national banking
association or (ii) [_________________], a national banking
association, or any
successor custodian appointed pursuant to the terms of the related
Custodial
Agreement. Each Custodian so appointed shall act as agent on behalf
of the
Trustee, and shall be compensated by the Depositor. The Trustee
shall remain at
all times responsible under the terms of this Agreement,
notwithstanding the
fact that certain duties have been assigned to a Custodian.
Cut-off Date: For any Mortgage Loan, other than a Subsequent
Mortgage
Loan, [__________]. For any Subsequent Mortgage Loan, the
applicable Subsequent
Transfer Date.
Cut-off Date Principal Balance: As to any Mortgage Loan, the
Stated
Principal Balance thereof as of the close of business on the
Cut-off Date.
Defective Mortgage Loan: Any Mortgage Loan which is required to
be
repurchased pursuant to Section 2.02 or 2.03.
Deferred Amount: For any Class of Class M Certificates or Class
B
Certificates and any Distribution Date, will equal the amount by
which (x) the
aggregate of the Applied Loss Amounts previously applied in
reduction of the
Class Principal Balance thereof exceeds (y) the sum of (i) the
aggregate of
amounts previously paid in reimbursement thereof and (ii) the
amount of the
increase in the related Class Principal Balance due to the receipt
of Net
Recoveries as provided in Section 4.02(vii).
Definitive Certificates: Any Certificate issued in lieu of a
Book-Entry
Certificate pursuant to Section 5.02(e).
Deleted Mortgage Loan: As defined in Section 2.03.
Delinquency Rate: For any month, a fraction, expressed as a
percentage,
the numerator of which is the aggregate outstanding principal
balance of all
Mortgage Loans 60 or more days delinquent (including all
foreclosures and REO
Properties) as of the close of business on the last day of such
month, and the
denominator of which is the Aggregate Collateral Balance as of the
close of
business on the last day of such month.
Denomination: With respect to each Certificate, the amount set
forth on
the face thereof as the "Initial Certificate Balance of this
Certificate" or the
"Initial Notional Amount of this Certificate" or, if neither of the
foregoing,
the Percentage Interest appearing on the face thereof.
Depositor: Credit Suisse First Boston Mortgage Securities Corp.,
a
Delaware corporation, or its successor in interest.
Depository: The initial Depository shall be The Depository
Trust
Company, the nominee of which is CEDE & Co., as 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.
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.
Determination Date: As to any Distribution Date, the second
Business
Day immediately following the 15th day of the month of such
Distribution Date.
Distribution Date: The 25th day of each month or if such day is not
a
Business Day, the first Business Day thereafter, commencing in
[__________].
DLJMC: DLJ Mortgage Capital, Inc., a Delaware corporation, and
its
successors and assigns.
Due Date: With respect to any Distribution Date and any Mortgage
Loan,
the day during the related Due Period on which the Scheduled
Payment is due.
Due Period: With respect to each Distribution Date, the period
commencing on the second day of the month preceding the month of
the
Distribution Date and ending on the first day of the month of the
Distribution
Date.
Eligible Account: Either (i) an account or accounts maintained with
a
federal or state chartered depository institution or trust company
acceptable to
the Rating Agencies or (ii) an account or accounts the deposits in
which are
insured by the FDIC to the limits established by such corporation,
provided that
any such deposits not so insured shall be maintained in an account
at a
depository institution or trust company whose commercial paper or
other short
term debt obligations (or, in the case of a depository institution
or trust
company which is the principal subsidiary of a holding company, the
commercial
paper or other short term debt obligations of such holding company)
have been
rated by Moody's and Fitch in its highest short-term rating
category and by S&P
at least "A-1+", or (iii) a segregated trust account or accounts
(which shall be
a "special deposit account") maintained with the Trustee or any
other federal or
state chartered depository institution or trust company, acting in
its fiduciary
capacity, in a manner acceptable to the Trustee and the Rating
Agencies.
Eligible Accounts may bear interest.
Eligible Investments: Any one or more of the obligations and
securities
listed below which investment provides for a date of maturity not
later than the
Determination Date in each month:
(i) direct obligations of, and obligations fully guaranteed
by, the United States of America, or any agency or instrumentality
of
the United States of America the obligations of which are backed by
the
full faith and credit of the United States of America; or
obligations
fully guaranteed by, the United States of America; Freddie Mac,
Fannie
Mae, the Federal Home Loan Banks or any agency or instrumentality
of
the United States of America rated AA or higher by the Rating
Agencies;
(ii) federal funds, demand and time deposits in, certificates
of deposits of, or bankers' acceptances issued by, any
depository
institution or trust company incorporated or organized under the
laws
of the United States of America or any state thereof and subject
to
supervision and examination by federal and/or state banking
authorities, so long
as at the time of such investment or contractual
commitment providing for such investment the commercial paper or
other
short-term debt obligations of such depository institution or
trust
company (or, in the case of a depository institution or trust
company
which is the principal subsidiary of a holding company, the
commercial
paper or other short-term debt obligations of such holding company)
are
rated in one of two of the highest ratings by each of the
Rating
Agencies, and the long-term debt obligations of such depository
institution or trust company (or, in the case of a depository
institution or trust company which is the principal subsidiary of
a
holding company, the long-term debt obligations of such holding
company) are rated in one of two of the highest ratings, by each of
the
Rating Agencies;
(iii) repurchase obligations with a term not to exceed 30 days
with respect to any security described in clause (i) above and
entered
into with a depository institution or trust company (acting as
a
principal) rated "A" or higher by Moody's, "A-1" or higher by
S&P and
"F-1" or higher by Fitch; provided, however, that collateral
transferred pursuant to such repurchase obligation must be of the
type
described in clause (i) above and must (A) be valued daily at
current
market price plus accrued interest, (B) pursuant to such valuation,
be
equal, at all times, to 105% of the cash transferred by the Trustee
in
exchange for such collateral, and (C) be delivered to the Trustee
or,
if the Trustee is supplying the collateral, an agent for the
Trustee,
in such a manner as to accomplish perfection of a security interest
in
the collateral by possession of certificated securities;
(iv) securities bearing interest or sold at a discount issued
by any corporation incorporated under the laws of the United States
of
America or any state thereof which has a long-term unsecured
debt
rating in the highest available rating category of each of the
Rating
Agencies at the time of such investment;
(v) commercial paper having an original maturity of less than
365 days and issued by an institution having a short-term
unsecured
debt rating in the highest available rating category of each
Rating
Agency that rates such securities at the time of such
investment;
(vi) a guaranteed investment contract approved by each of the
Rating Agencies and issued by an insurance company or other
corporation
having a long-term unsecured debt rating in the highest
available
rating category of each of the Rating Agencies at the time of
such
investment;
(vii) which may be 12b-1 funds as contemplated under the rules
promulgated by the Securities and Exchange Commission under the
Investment Company Act of 1940) having ratings in the highest
available
rating category of Moody's and Fitch and or "AAAm" or "AAAm-G" by
S&P
at the time of such investment (any such money market funds
which
provide for demand withdrawals being conclusively deemed to satisfy
any
maturity requirements for Eligible Investments set forth
herein)
including money market funds of a Servicer or the Trustee and any
such
funds that are managed by a Servicer or the Trustee or their
respective
Affiliates or for a Servicer or the Trustee or any Affiliate of
either
acts as advisor, as long as such money market funds satisfy the
criteria of this subparagraph (vii); and
(viii) such other investments the investment in which will
not, as evidenced by a letter from each of the Rating Agencies,
result
in the downgrading or withdrawal of the Ratings of the
Certificates.
provided, however, that no such instrument shall be an Eligible
Investment if
such instrument evidences either (i) a right to receive only
interest payments
with respect to the obligations underlying such instrument, or (ii)
both
principal and interest payments derived from obligations underlying
such
instrument and the principal and interest payments with respect to
such
instrument provide a yield to maturity of greater than 120% of the
yield to
maturity at par of such underlying obligations.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA-Restricted Certificates: As specified in the Preliminary
Statement.
Escrow Account: The separate account or accounts created and
maintained
by each Servicer pursuant to Section 3.06.
Escrow Mortgage Loan: Any Mortgage Loan for which the related
Servicer
has established an Escrow Account for items constituting Escrow
Payments.
Escrow Payments: With respect to any Mortgage Loan, the amounts
constituting ground rents, taxes, mortgage insurance premiums, fire
and hazard
insurance premiums, and any other payments required to be escrowed
by the
Mortgagor with the mortgagee pursuant to the Mortgage, applicable
law or any
other related document.
Event of Default: As defined in Section 7.01.
Excess Cashflow Loss Payment: As defined in Section
4.02(b)(iv)(A).
Excess Servicing Fee: With respect to each Mortgage Loan and
any
Distribution Date, an amount equal to one month's interest at the
Excess
Servicing Fee Rate on the Class X-S Notional Amount for such
Distribution Date.
Excess Servicing Fee Rate: With respect to the [______] Serviced
Loans,
the excess, if any, of 0.50% over the "[______]Servicing Fee Rate"
as defined in
the [______]Letter Agreement. With respect to the [______]Serviced
Loans, the
excess, if any, of 0.50% over the "[______]Servicing Fee Rate" as
defined in the
[______]Letter Agreement.
Expense Fees: As to each Mortgage Loan, the sum of the related
Servicing Fee, the Excess Servicing Fee, the Credit Risk Manager
Fee, the Credit
Insurance Provider Fee (if applicable) and the Trustee Fee.
Expense Fee Rate: As to each Mortgage Loan, the sum of the
related
Servicing Fee Rate, the Excess Servicing Fee Rate, if applicable,
the Credit
Risk Manager Fee Rate , the Credit Insurance Provider Fee (if
applicable) and
the Trustee Fee Rate.
Fair Market Value: The fair market value of all of the property of
the
Trust, as agreed upon between the Terminating Entity and a majority
of the
Holders of the Class A-RL Certificates; provided, however, that if
the
Terminating Entity and a majority of the Holders of the Class A-RL
Certificates
do not agree upon the fair market value of all the property of the
Trust, the
Terminating Entity shall solicit, or cause the solicitation of,
good faith bids
for all of the property of the Trust until it has received three
bids from
institutions that are regular purchasers and/or sellers in the
secondary market
of residential whole mortgage loans similar to the Mortgage Loans,
and the Fair
Market Value shall be equal to the highest of such three bids.
Fannie Mae:
Fannie Mae, a federally chartered and privately owned corporation
organized and
existing under the Federal National Mortgage Association Charter
Act, or any
successor thereto.
Fannie Mae Guides: The Fannie Mae Sellers' Guide and the Fannie
Mae
Servicers' Guide and all amendments or additions thereto.
FDIC: The Federal Deposit Insurance Corporation, or any
successor
thereto.
FIRREA: The Financial Institutions Reform, Recovery and Enforcement
Act
of 1989.
First Mortgage Loan: A Mortgage Loan that is secured by a first
lien on
the Mortgaged Property securing the related Mortgage Note.
Fitch: Fitch, Inc., or any successor thereto.
Foreclosure Restricted Loan: Any Mortgage Loan that is 60 or more
days
delinquent as of the Closing Date, unless such Mortgage Loan has
become current
for three consecutive Scheduled Payments after the Closing
Date.
Freddie Mac: Freddie Mac, a corporate instrumentality of the
United
States created and existing under Title III of the Emergency Home
Finance Act of
1970, as amended, or any successor thereto.
Highest Priority: As of any date of determination, the Class of
Subordinate Certificates then outstanding with a Class Principal
Balance greater
than zero, with the highest priority for payments pursuant to
Section 4.02, in
the following order of decreasing priority: Class M-1, Class M-2,
Class M-3,
Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9A
and Class
M-9F, Class B-1 and Class B-2 Certificates.
[________]: [________] Bank, F.S.B., a federal savings bank.
[________] Serviced Loans: The Mortgage Loans identified as such on
the
Mortgage Loan Schedule.
Initial Mortgage Loan: A Mortgage Loan conveyed to the Trust on
the
Closing Date pursuant to this Agreement as identified on the
Mortgage Loan
Schedule delivered to the Trustee on the Closing Date.
Initial Mortgage Loan Net WAC Rate: A per annum rate equal to
the
weighted average of the Net Mortgage Rates of the Initial Mortgage
Loans.
Indirect Participant: A broker, dealer, bank or other financial
institution or other Person that clears through or maintains a
custodial
relationship with a Depository Participant.
Insurance Proceeds: Proceeds due under the Credit Insurance Policy,
and
proceeds paid under any other Insurance Policy covering a Mortgage
Loan to the
extent the proceeds are not (i) applied to the restoration of the
related
Mortgaged Property, (ii) applied to the satisfaction of any related
First
Mortgage Loan or (iii) released to the Mortgagor in accordance with
the
procedures that the Servicer would follow in servicing mortgage
loans held for
its own account.
Interest Accrual Period: With respect to each Distribution Date,
(i)
with respect to the Class A-1, Class A-2A, Class A-2B, Class A-4
and Class M-9A
Certificates, the period commencing on the immediately preceding
Distribution
Date (or the Closing Date, in the case of the first Distribution
Date) and
ending on the day immediately preceding the related Distribution
Date, and (ii)
with respect to the Class A-3, Class M-1, Class M-2, Class M-3,
Class M-4, Class
M-6, Class M-7, Class M-8, Class M-9F, Class B-1, Class B-2, Class
A-R, Class
A-RL, Class P, Class X-1 and Class X-S Certificates, the calendar
month prior to
the month of such Distribution Date.
Interest Remittance Amount: For any Distribution Date, an amount
equal
to (1) all interest collected (other than Payaheads, if applicable)
or advanced
in respect of Scheduled Payments on the Mortgage Loans during the
related Due
Period, the interest portion of Payaheads previously received and
intended for
application in the related Due Period and the interest portion of
all Payoffs
and Curtailments received on the Mortgage Loans during the related
Prepayment
Period, less (x) the Expense Fee (other than the Excess Servicing
Fee) with
respect to such Mortgage Loans and (y) unreimbursed Advances and
other amounts
due to a Servicer or the Trustee with respect to such Mortgage
Loans, to the
extent allocable to interest, (2) all Compensating Interest
Payments paid by
each Servicer with respect to the Mortgage Loans it is servicing
and such
Distribution Date, (3) the portion of any Substitution Adjustment
Amount or
Repurchase Price paid with respect to such Mortgage Loans during
the calendar
month immediately preceding the Distribution Date allocable to
interest, (4) all
Liquidation Proceeds, Net Recoveries and any Insurance Proceeds and
other
recoveries (net of unreimbursed Advances, Servicing Advances and
expenses, to
the extent allocable to interest, and unpaid Servicing Fees)
collected with
respect to the Mortgage Loans during the prior calendar month, to
the extent
allocable to interest and (5) any amounts withdrawn from the
Capitalized
Interest Account to pay interest on the Certificates with respect
to such
Distribution Date.
Interest Shortfall: For any Distribution Date, the aggregate
shortfall,
if any, in collections of interest for the previous month (adjusted
to the
related Net Mortgage Rate) on Mortgage Loans resulting from (a)
Principal
Prepayments received during the related Prepayment Period to the
extent not
covered by Compensating Interest, (b) payments received under the
Credit
Insurance Policy during the related Prepayment Period and (c)
Relief Act
Reductions.
Last Scheduled Distribution Date: With respect to each Class of
Certificates, the Distribution Date in [__________].
Latest Possible Maturity Date: For purposes of satisfying
Treasury
regulation Section 1.860G-1(a)(4)(iii), the "latest possible
maturity date" of
all interests created in REMIC 1, REMIC 2 and REMIC 3 shall be
[__________].
LIBOR: For any Interest Accrual Period other than the first
Interest
Accrual Period, the rate for United States dollar deposits for one
month which
appears on the Dow Jones Telerate Screen Page 3750 as of 11:00
A.M., London,
England time, on the second LIBOR Business Day prior to the first
day of such
Interest Accrual Period. With respect to the first Interest Accrual
Period, the
rate for United States dollar deposits for one month which appears
on the Dow
Jones Telerate Screen Page 3750 as of 11:00 A.M., London, England
time, two
LIBOR Business Days prior to the Closing Date. If such rate does
not appear on
such page (or such other page as may replace that page on that
service, or if
such service is no longer offered, such other service for
displaying LIBOR or
comparable rates as may be reasonably selected by the Trustee), the
rate will be
the Reference Bank Rate. If no such quotations can be obtained and
no Reference
Bank Rate is available, LIBOR will be the LIBOR applicable to the
Interest
Accrual Period preceding the next applicable Distribution Date.
LIBOR Business Day: Any day other than (i) a Saturday or a Sunday
or
(ii) a day on which banking institutions in the State of New York
or in the city
of London, England are required or authorized by law to be
closed.
LIBOR Certificates: The Class A-1, Class A-2A, Class A-2B, Class
A-4
and Class M-9A Certificates.
Liquidated Mortgage Loan: With respect to any Distribution Date,
a
defaulted Mortgage Loan (including any REO Property) which was
liquidated or for
which payments under the related private mortgage insurance policy,
hazard
insurance policy or any condemnation proceeds were received, in the
calendar
month preceding the month of such Distribution Date and as to which
the related
Servicer has determined (in accordance with this Agreement) that it
has received
all amounts it expects to receive in connection with the
liquidation of such
Mortgage Loan, including the final disposition of the related REO
Property.
Liquidation Proceeds: Amounts, including Insurance Proceeds,
received
in connection with the partial or complete liquidation of defaulted
Mortgage
Loans, whether through trustee's sale, foreclosure sale or similar
disposition
or amounts received in connection with any condemnation or partial
release of a
Mortgaged Property and any other proceeds received in connection
with an REO
Property, in each case, which, for the avoidance of doubt, is
remaining after,
or not otherwise required to be applied to, the satisfaction of any
related
First Mortgage Loan, less the sum of related unreimbursed Expense
Fees,
Servicing Advances, Advances and reasonable out-of-pocket
expenses.
Majority in Interest: As to any Class of Regular Certificates or
the
Class X-2 Certificates, the Holders of Certificates of such Class
evidencing, in
the aggregate, at least 51% of the Percentage Interests evidenced
by all
Certificates of such Class.
Majority Servicer: The Servicer servicing the largest percentage
by
Stated Principal Balance of outstanding Mortgage Loans on the
Optional
Termination Date; provided, however, that if such Servicer does not
exercise its
right to purchase the Mortgage Loans under Section 9.01, each other
Servicer, in
sequential order from the Servicer servicing the second largest
percentage, the
third largest percentage, and so forth, to the Servicer servicing
the smallest
percentage, in each case by Stated Principal Balance of outstanding
Mortgage
Loans on the Optional Termination Date, shall be the Majority
Servicer.
Marker Rate: With respect to the Class X-1 Certificates and any
Distribution Date, a per annum rate equal to two (2) times the
weighted average
of the Uncertificated REMIC 2 Pass-Through Rates for REMIC 2
Regular Interests
MTI-A-1, MTI-A-2A, MTI-A-2B, MTI-A-3, MTI-A-4, MTI-M-1, MTI-M-2,
MTI-M-3,
MTI-M-4, MTI-M-5, MTI-M-6, MTI-M-7, MTI-M-8, MTI-M-9F, MTI-M-9A,
MTI-B-1,
MTI-B-2 and MTI-ZZ, with the rates on the REMIC 2 Regular Interests
MTI-A-1,
MTI-A-2A, MTI-A-2B, MTI-A-4 and MTI-M-9A, subject to a cap, for the
purpose of
this calculation, equal to the lesser of (A) LIBOR plus the
Certificate Margin
for the Corresponding Certificate and (B) the REMIC 2 Net WAC Rate,
with the
rate on the REMIC 2 Regular Interest MTI-A-3 subject to a cap, for
purposes of
this calculation, equal to the lesser of (A) [__________]% per
annum on or prior
to the Optional Termination Date and [__________]% per annum after
the Optional
Termination Date and (B) the REMIC 2 Net WAC Rate, with the rate on
the REMIC 2
Regular Interest MTI-M-1 subject to a cap, for purposes of this
calculation,
equal to the lesser of (A) [__________]% per annum on or prior to
the Optional
Termination Date and [__________]% per annum after the Optional
Termination Date
and (B) the REMIC 2 Net WAC Rate, with the rate on the REMIC 2
Regular Interest
MTI-M-2 subject to a cap, for purposes of this calculation, equal
to the lesser
of (A) [__________]% per annum on or prior to the Optional
Termination Date and
[__________]% per annum after the Optional Termination Date and (B)
the REMIC 2
Net WAC Rate, with the rate on the REMIC 2 Regular Interest MTI-M-3
subject to a
cap, for purposes of this calculation, equal to the lesser of (A)
[__________]%
per annum on or prior to the Optional Termination Date and
[__________]% per
annum after the Optional Termination Date and (B) the REMIC 2 Net
WAC Rate, with
the rate on the REMIC 2 Regular Interest MTI-M-4 subject to a cap,
for purposes
of this calculation, equal to the lesser of (A) [__________]% per
annum on or
prior to the Optional Termination Date and [__________]% per annum
after the
Optional Termination Date and (B) the REMIC 2 Net WAC Rate, with
the rate on the
REMIC 2 Regular Interest MTI-M-5 subject to a cap, for purposes of
this
calculation, equal to the lesser of (A) [__________]% per annum on
or prior to
the Optional Termination Date and [__________]% per annum after the
Optional
Termination Date and (B) the REMIC 2 Net WAC Rate, with the rate on
the REMIC 2
Regular Interest MTI-M-6 subject to a cap, for purposes of this
calculation,
equal to the lesser of (A) [__________]% per annum on or prior to
the Optional
Termination Date and [__________]% per annum after the Optional
Termination Date
and (B) the REMIC 2 Net WAC Rate, with the rate on the REMIC 2
Regular Interest
MTI-M-7 subject to a cap, for purposes of this calculation, equal
to the lesser
of (A) [__________]% per annum on or prior to the Optional
Termination Date and
[__________]% per annum after the Optional Termination Date and (B)
the REMIC 2
Net WAC Rate, with the rate on the REMIC 2 Regular Interest MTI-M-8
subject to a
cap, for purposes of this calculation, equal to the lesser of (A)
[__________]%
per annum on or prior to the Optional Termination Date and
[__________]% per
annum after the Optional Termination Date and (B) the REMIC 2 Net
WAC Rate, with
the rate on the REMIC 2 Regular Interest MTI-M-9F subject to a cap,
for purposes
of this calculation, equal to the lesser of (A) [__________]% per
annum on or
prior to the Optional Termination Date and [__________]% per annum
after the
Optional Termination Date and (B) the REMIC 2 Net WAC Rate, with
the rate on the
REMIC 2 Regular Interest MTI-B-1 subject to a cap, for purposes of
this
calculation, equal to the lesser of (A) [__________]% per annum on
or prior to
the Optional Termination Date and [__________]% per annum after the
Optional
Termination Date and (B) the REMIC 2 Net WAC Rate, with the rate on
the REMIC 2
Regular Interest MTI-B-2 subject to a cap, for purposes of this
calculation,
equal to the lesser of (A) [__________]% per annum on or prior to
the Optional
Termination Date and [__________]% per annum after the Optional
Termination Date
and (B) the REMIC 2 Net WAC Rate and with the rate on the REMIC 2
Regular
Interest MTI-ZZ subject to a cap, for the purpose of this
calculation, equal to
zero.
MERS: Mortgage Electronic Registration Systems, Inc., a
corporation
organized and existing under the laws of the State of Delaware, or
any successor
thereto.
MERS Mortgage Loan: Any Mortgage Loan registered with MERS on the
MERS
System.
MERS(R) System: The system of recording transfers of Mortgages
electronically maintained by MERS.
MIN: The Mortgage Identification Number for Mortgage Loans
registered
with MERS on the MERS(R) System.
MOM Loan: With respect to any Mortgage Loan, MERS acting as the
mortgagee of such Mortgage Loan, solely as nominee for the
originator of such
Mortgage Loan and its successors and assigns, at the origination
thereof.
Monthly Excess Cashflow: For any Distribution Date, an amount equal
to
the sum of (1) the Monthly Excess Interest and (2) the
Overcollateralization
Release Amount, if any, for such date.
Monthly Excess Interest: As to any Distribution Date, the sum of
(A)
the Interest Remittance Amount remaining after the application of
payments
pursuant to clauses A. through M. of Section 4.02(b)(i) plus (B)
the Principal
Payment Amount remaining after the application of payments pursuant
to clauses
A. through N. of Section 4.02(b)(ii) or (iii).
Monthly Statement: The statement delivered to the
Certificateholders
pursuant to Section 4.06.
Moody's: Moody's Investors Service, Inc., or any successor thereto.
For
purposes of Section 10.05(b) the address for notices to Moody's
shall be Moody's
Investors Service, Inc., 99 Church Street, New York, New York
10007, Attention:
Residential Pass-Through Monitoring, or such other address as
Moody's may
hereafter furnish to the Depositor, the Servicers and the
Trustee.
Mortgage: The mortgage, deed of trust or other instrument creating
a
first or second lien on an estate in fee simple or leasehold
interest in real
property securing a Mortgage Note.
Mortgage File: The Mortgage documents listed in Section 2.01(b)
hereof
pertaining to a particular Initial Mortgage Loan or Subsequent
Mortgage Loan and
any additional documents delivered to the Trustee to be added to
the Mortgage
File pursuant to this Agreement.
Mortgage Loans: Such of the mortgage loans transferred and assigned
to
the Trustee pursuant to the provisions hereof as from time to time
are held as a
part of the Trust Fund (including any REO Property), the mortgage
loans so held
being identified in the Mortgage Loan Schedule, notwithstanding
foreclosure or
other acquisition of title of the related Mortgaged Property.
Mortgage Loan Purchase Price: The price, calculated as set forth
in
Section 9.01, to be paid in connection with the purchase of the
Trust Collateral
by the Auction Purchaser.
Mortgage Loan Schedule: The Mortgage Loan Schedule which will list
the
Mortgage Loans (as from time to time amended by the Seller to
reflect the
addition of Qualified Substitute Mortgage Loans and the purchase of
Mortgage
Loans pursuant to Section 2.01(f), 2.02 or 2.03) transferred to the
Trustee as
part of the Trust Fund and from time to time subject to this
Agreement, attached
hereto as Schedule I, setting forth the following information with
respect to
each Mortgage Loan:
(i) the Mortgage Loan identifying number;
(ii) [reserved];
(iii) the
zip code of the Mortgaged Property;
(iv) a code indicating the type of Mortgaged Property and the
occupancy status.
(v) the original months to maturity or the remaining months to
maturity from the Cut-off Date, in any case based on the
original
amortization schedule and, if different, the maturity expressed in
the
same manner but based on the actual amortization schedule;
(vi) the Combined Loan-to-Value Ratio at origination;
(vii) the Mortgage Rate as of the Cut-off Date;
(viii) the stated maturity date;
(ix) the amount of the Scheduled Payment as of the Cut-off
Date;
(x) the original principal amount of the Mortgage Loan;
(xi) the principal balance of the Mortgage Loan as of the
close of business on the Cut-off Date, after deduction of payments
of
principal due on or before the Cut-off Date whether or not
collected;
(xii) a code indicating the purpose of the Mortgage Loan
(i.e., purchase, rate and term refinance, equity take-out
refinance);
(xiii) the Net Mortgage Rate as of the Cut-off Date;
(xiv) the Originator of the related Mortgage Loan;
(xv) the Servicing Fee Rate;
(xvi) the related sub-servicer;
(xvii) a code indicating whether a Mortgage Loan is subject to
a Prepayment Charge;
(xviii) the amount of the Prepayment Charge with respect to
each Mortgage Loan and a code identifying whether such
Prepayment
Charge is related to a Curtailment or Payoff;
(xix)
whether such Mortgage Loan is a Balloon Loan;
(xx) whether such Mortgage Loan is a [______] Serviced Loan,
an [______]Serviced Loan or an [______]Serviced Loan;
(xxi) a code indicating whether the Mortgage Loan is a MERS
Mortgage Loan and, if so, its corresponding MIN; and
(xxii) whether such Mortgage Loan is an [________] Covered
Loan.
With respect to the Mortgage Loans in the aggregate, each, the
Mortgage
Loan Schedule shall set forth the following information, as of the
Cut-off Date:
(i) the number of Mortgage Loans; and
(ii) the current aggregate principal balance of the Mortgage
Loans as of the close of business on the Cut-off Date, after
deduction
of payments of principal due on or before the Cut-off Date whether
or
not collected.
Mortgage Note: The original executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a
Mortgage Loan.
Mortgage Rate: The annual fixed rate of interest borne by a
Mortgage
Note.
Mortgaged Property: The underlying real property securing a
Mortgage
Loan.
Mortgagor: The obligor(s) on a Mortgage Note.
Net Excess Spread: With respect to any Distribution Date and Loan,
a
fraction, expressed as a percentage, the numerator of which is
equal to the
excess of (x) the aggregate Stated Principal Balance for such
Distribution Date
of the Mortgage Loans, multiplied by the weighted average Net
Mortgage Rate of
such Mortgage Loans over (y) the Interest Remittance Amount for
such
Distribution Date, and the denominator of which is an amount equal
to the
aggregate Stated Principal Balance for such Distribution Date of
the Mortgage
Loans, multiplied by the actual number of days elapsed in the
related Interest
Accrual Period divided by 360.
Net Funds Cap: As to any Distribution Date, will be a per annum
rate
equal to (a) a fraction, expressed as a percentage, (a) the
numerator of which
is (1) the amount of interest accrued on the Mortgage Loans for
such date, minus
(2) the Expense Fee, and (b) the denominator of which is the
product of (i) the
Aggregate Collateral Balance immediately preceding such
Distribution Date (or as
of the Cut-off Date in the case of the first Distribution Date),
multiplied by
(ii)(x) in the case of the Class A-3, Class M-1, Class M-2, Class
M-3, Class
M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9F, Class
B-1, Class
B-2, Class A-R, Class A-RL and Class P Certificates, 1/12 and (y)
in the case of
the Class A-1, Class A-2A, Class A-2B and Class M-9A Certificates,
the actual
number of days in the related Interest Accrual Period divided by
360. For
federal income tax purposes, however, as to any Distribution Date
will be the
equivalent of the foregoing, expressed as a per annum rate equal to
the weighted
average of the Uncertificated Pass-Through Rates on the REMIC 2
Regular
Interests (other than the REMIC 2 Regular Interest MTI-P and the
REMIC 2 Regular
Interest MTI-R) multiplied by (in the case of the Class A-1, Class
A-2A, Class
A-2B, Class A-4 and Class M-9A Certificates) 30 divided by the
actual number of
days in the related Interest Accrual Period.
Net
Mortgage Rate: As to each Mortgage Loan, and at any time, the
per
annum rate equal to the Mortgage Rate less the related Expense Fee
Rate.
Net Prepayment Interest Shortfalls: As to any Distribution Date,
the
amount, if any, by which the aggregate of Prepayment Interest
Shortfalls during
the Prepayment Period exceeds the Compensating Interest Payment for
such
Distribution Date.
Net Recovery: Any proceeds received by a Servicer on a delinquent
or
Charged Off Loan (including any Liquidation Proceeds received on a
Charged Off
Loan), net of any Servicing Fee, Ancillary Income and any other
related
expenses.
Nonrecoverable Advance: Any portion of an Advance or Servicing
Advance
previously made or proposed to be made by the applicable Servicer
that, in the
good faith judgment of the applicable Servicer, will not be
ultimately
recoverable by the applicable Servicer from the related Mortgagor,
related
Liquidation Proceeds or otherwise.
Notional Amount: The Class X-1 Notional Amount or the Class X-S
Notional Amount, as applicable.
Notional Amount Certificates: As specified in the Preliminary
Statement.
[________]: [________], a Delaware limited liability company.
[________] Letter Agreement: The securitization servicing side
letter
agreement, dated as of [___________], between the Seller and
[________], as
amended, supplemented or superseded from time to time.
[________] Serviced Loans: The Mortgage Loans identified as such on
the
Mortgage Loan Schedule.
[________] Special Servicing: With regard to any [________]
Serviced
Loans that become Charged Off Loans, the servicing of such Charged
Off Loans
using specialized collection procedures (including foreclosure, if
appropriate)
to maximize recoveries.
Offered Certificates: As specified in the Preliminary
Statement.
Officer's Certificate: A certificate signed by the Chairman of
the
Board or the Vice Chairman of the Board or the President or a Vice
President or
an Assistant Vice President or the Treasurer or the Secretary or
one of the
Assistant Treasurers or Assistant Secretaries of a Servicer, the
Special
Servicer or the Depositor, and delivered to the Depositor or the
Trustee, as the
case may be, as required by this Agreement.
[________] Covered Loan: A Mortgage Loan for which coverage is
available under the Credit Insurance Policy, as indicated on the
Mortgage Loan
Schedule.
Opinion of Counsel: A written opinion of counsel, who may be
counsel
for the Depositor or a Servicer, including in-house counsel,
reasonably
acceptable to the Trustee; provided, however, that with respect to
the
interpretation or application of the REMIC Provisions, such counsel
must (i) in
fact be independent of the Depositor and any Servicer, (ii) not
have any
material direct financial interest in the Depositor or any Servicer
or in any
affiliate of either, and (iii) not be connected with the Depositor
or any
Servicer as an officer, employee, promoter, underwriter, trustee,
partner,
director or person performing similar functions.
Optional Termination: The termination of the trust created
hereunder in
connection with the purchase of the Mortgage Loans pursuant to
Section 9.01.
Optional Termination Date: The first date on which the Optional
Termination may be exercised.
Optional Termination Notice Date: As defined in Section 9.02.
OTS: The Office of Thrift Supervision.
Outsourcer: As defined in Section 3.02.
Outstanding: With respect to the Certificates as of any date of
determination, all Certificates theretofore executed and
authenticated under
this Agreement except: (i) Certificates theretofore canceled by the
Trustee or
delivered to the Trustee for cancellation; and (ii) Certificates in
exchange for
which or in lieu of which other Certificates have been executed and
delivered by
the Trustee pursuant to this Agreement.
Outstanding Mortgage Loan: As of any Due Date, a Mortgage Loan with
a
Stated Principal Balance greater than zero which was not the
subject of a Payoff
prior to such Due Date and which did not become a Liquidated
Mortgage Loan or
Charged Off Loan prior to such Due Date.
Overcollateralization Amount: For any Distribution Date, an
amount
equal to the amount, if any, by which (x) the Aggregate Collateral
Balance for
such Distribution Date exceeds (y) the aggregate Class Principal
Balance of the
Certificates after giving effect to payments on such Distribution
Date.
Overcollateralization Release Amount: For any Distribution Date,
an
amount equal to the lesser of (x) the Principal Remittance Amount
(without
regard to clause (6) of such definition) for such Distribution Date
and (y) the
amount, if any, by which (1) the Overcollateralization Amount for
such date,
calculated for this purpose on the basis of the assumption that
100% of the
aggregate of the Principal Remittance Amount and Excess Cashflow
Loss Payment
for such date is applied on such date in reduction of the aggregate
of the Class
Principal Balances of the Certificates (to an amount not less than
zero),
exceeds (2) the Targeted Overcollateralization Amount for such
date.
Overfunded Interest Amount: With respect to any Subsequent
Transfer
Date and the Subsequent Mortgage Loans, the excess of (A) the
amount on deposit
in the Capitalized Interest Account on such date over (B) the
excess of (i) the
amount of interest accruing at (x) the assumed weighted average
Pass-Through
Rates of the Senior Certificates multiplied by (y) the Pre-Funding
Amount
outstanding at the end of the related Due Period for the total
number of days
remaining through the end of the Interest Accrual Periods ending
(a)
[__________], (b) [__________] and (c) [__________] over (ii) one
month of
investment earnings on the amount on deposit in the Capitalized
Interest Account
on such date at an annual rate of [__________]%. The assumed
weighted average
Pass-Through Rate of the Senior Certificates will be calculated
assuming LIBOR
is [__________]% for any Subsequent Transfer Date for the
Subsequent Mortgage
Loans prior to the [__________] Distribution Date, [__________]%
for any
Subsequent Transfer Date for the Subsequent Mortgage Loans prior to
the
[__________] Distribution Date and [__________]% for any Subsequent
Transfer
Date for the Subsequent Mortgage Loans prior to the [__________]
Distribution
Date.
Ownership Interest: As to any Residual Certificate, any ownership
or
security interest in such Certificate including any interest in
such Certificate
as the Holder thereof and any other interest therein, whether
direct or
indirect, legal or beneficial.
Par Value: As defined in Section 9.01 hereof; provided that the
"Par
Value" for any Auction Date shall also include the auction expenses
of the
Trustee (which auction expenses shall not exceed $25,000).
Pass-Through Rate: With respect to the Class A-1, Class A-2A,
Class
A-2B, Class A-3, Class A-4, Class A-R, Class A-RL, Class P, Class
M-1, Class
M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class
M-8, Class
M-9A, Class M-9F, Class B-1 and Class B-2 Certificates, the Class
A-1
Pass-Through Rate, Class A-2A Pass-Through Rate, Class A-2B
Pass-Through Rate,
Class A-3 Pass-Through Rate, Class A-4 Pass-Through Rate, Class A-R
Pass-Through
Rate, Class A-RL Pass-Through Rate, Class P Pass-Through Rate,
Class M-1
Pass-Through Rate, Class M-2 Pass-Through Rate, Class M-3
Pass-Through Rate,
Class M-4 Pass-Through Rate, Class M-5 Pass-Through Rate, Class M-6
Pass-Through
Rate, Class M-7 Pass-Through Rate, Class M-8 Pass-Through Rate,
Class M-9A
Pass-Through Rate, Class M-9F Pass-Through Rate, Class B-1
Pass-Through Rate and
Class B-2 Pass-Through Rate.
With respect to the Class X-1 Certificates and any Distribution
Date, a
per annum rate equal to the percentage equivalent of a fraction,
the numerator
of which is the sum of the amounts calculated pursuant to clauses
(A) through
(S) below, and the denominator of which is the aggregate of the
Uncertificated
Principal Balances of REMIC 2 Regular Interest MTI-AA, REMIC 2
Regular Interest
MTI-A-1, REMIC 2 Regular Interest MTI-A-2A, REMIC 2 Regular
Interest MTI-A-2B,
REMIC 2 Regular Interest MTI-A-3, REMIC 2 Regular Interest MTI-A-4,
REMIC 2
Regular Interest MTI-M-1, REMIC 2 Regular Interest MTI-M-2, REMIC 2
Regular
Interest MTI-M-3, REMIC 2 Regular Interest MTI-M-4, REMIC 2 Regular
Interest
MTI-M-5, REMIC 2 Regular Interest MTI-M-6, REMIC 2 Regular Interest
MTI-M-7,
REMIC 2 Regular Interest MTI-M-8, REMIC 2 Regular Interest
MTI-M-9A, REMIC 2
Regular Interest MTI-M-9F, REMIC 2 Regular Interest MTI-B-1, REMIC
2 Regular
Interest MTI-B-2 and REMIC 2 Regular Interest MTI-ZZ. For purposes
of
calculating the Pass-Through Rate for the Class X-1 Certificates,
the numerator
is equal to the sum of the following components:
(A) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2
Regular
Interest MTI-AA minus the Marker Rate, applied to an amount equal
to the
Uncertificated Principal Balance of REMIC 2 Regular Interest
MTI-AA;
(B) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2
Regular
Interest MTI-A-1 minus the Marker Rate, applied to an amount equal
to the
Uncertificated Principal Balance of REMIC 2 Regular Interest
MTI-A-1;
(C) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2
Regular
Interest MTI-A-2A minus the Marker Rate, applied to an amount equal
to the
Uncertificated Principal Balance of REMIC 2 Regular Interest
MTI-A-2A;
(D) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2
Regular
Interest MTI-A-2B minus the Marker Rate, applied to an amount equal
to the
Uncertificated Principal Balance of REMIC 2 Regular Interest
MTI-A-2B;
(E) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2
Regular
Interest MTI-A-3 minus the Marker Rate, applied to an amount equal
to the
Uncertificated Principal Balance of REMIC 2 Regular Interest
MTI-A-3;
(F) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2
Regular
Interest MTI-A-4 minus the Marker Rate, applied to an amount equal
to the
Uncertificated Principal Balance of REMIC 2 Regular Interest
MTI-A-4;
(G) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2
Regular
Interest MTI-M-1 minus the Marker Rate, applied to an amount equal
to the
Uncertificated Principal Balance of REMIC 2 Regular Interest
MTI-M-1;
(H) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2
Regular
Interest MTI-M-2 minus the Marker Rate, applied to an amount equal
to the
Uncertificated Principal Balance of REMIC 2 Regular Interest
MTI-M-2;
(I) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2
Regular
Interest MTI-M-3 minus the Marker Rate, applied to an amount equal
to the
Uncertificated Principal Balance of REMIC 2 Regular Interest
MTI-M-3;
(J) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2
Regular
Interest MTI-M-4 minus the Marker Rate, applied to an amount equal
to the
Uncertificated Principal Balance of REMIC 2 Regular Interest
MTI-M-4;
(K) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2
Regular
Interest MTI-M-5 minus the Marker Rate, applied to an amount equal
to the
Uncertificated Principal Balance of REMIC 2 Regular Interest
MTI-M-5;
(L) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2
Regular
Interest MTI-M-6 minus the Marker Rate, applied to an amount equal
to the
Uncertificated Principal Balance of REMIC 2 Regular Interest
MTI-M-6;
(M) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2
Regular
Interest MTI-M-7 minus the Marker Rate, applied to an amount equal
to the
Uncertificated Principal Balance of REMIC 2 Regular Interest
MTI-M-7;
(N) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2
Regular
Interest MTI-M-8 minus the Marker Rate, applied to an amount equal
to the
Uncertificated Principal Balance of REMIC 2 Regular Interest
MTI-M-8;
(O) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2
Regular
Interest MTI-M-9A minus the Marker Rate, applied to an amount equal
to the
Uncertificated Principal Balance of REMIC 2 Regular Interest
MTI-M-9A;
(P) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2
Regular
Interest MTI-M-9F minus the Marker Rate, applied to an amount equal
to the
Uncertificated Principal Balance of REMIC 2 Regular Interest
MTI-M-9F;
(Q) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2
Regular
Interest MTI-B-1 minus the Marker Rate, applied to an amount equal
to the
Uncertificated Principal Balance of REMIC 2 Regular Interest
MTI-B-1;
(R) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2
Regular
Interest MTI-B-2 minus the Marker Rate, applied to an amount equal
to the
Uncertificated Principal Balance of REMIC 2 Regular Interest
MTI-B-2; and
(S) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2
Regular
Interest MTI-ZZ minus the Marker Rate, applied to an amount equal
to the
Uncertificated Principal Balance of REMIC 2 Regular Interest
MTI-ZZ.
Payahead: Any Scheduled Payment intended by the related Mortgagor
to be
applied in a Due Period subsequent to the Due Period in which such
payment was
received.
Payoff: Any payment of principal on a Mortgage Loan equal to the
entire
outstanding Stated Principal Balance of such Mortgage Loan, if
received in
advance of the last scheduled Due Date for such Mortgage Loan and
accompanied by
an amount of interest equal to accrued unpaid interest on the
Mortgage Loan to
the date of such payment-in-full.
Percentage Interest: As to any Certificate, the percentage
interest
evidenced thereby in distributions required to be made on the
related Class,
such percentage interest being set forth on the face thereof or
equal to the
percentage obtained by dividing the Denomination of such
Certificate by the
aggregate of the Denominations of all Certificates of the same
Class.
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)
which 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
any Residual Certificate, (iv) rural electric and telephone
cooperatives
described in section 1381(a)(2)(C) of the Code, (v) a Person that
is not a
United States Person, and (vi) a Person designated as a
non-Permitted Transferee
by the Depositor based upon an Opinion of Counsel that the Transfer
of an
Ownership Interest in a Residual Certificate to such Person may
cause any REMIC
created hereunder to fail to qualify as a REMIC at any time that
the
Certificates are outstanding. The terms "United States," "State"
and
"International Organization" shall have the meanings set forth in
section 7701
of the Code or successor provisions. A corporation will not be
treated as an
instrumentality of the United States or of any State or political
subdivision
thereof for these purposes if all of its activities are subject to
tax and, with
the exception of Freddie Mac, a majority of its board of directors
is not
selected by such government unit.
Person: Any individual, corporation, partnership, joint
venture,
association, limited liability company, joint-stock company,
trust,
unincorporated organization or government, or any agency or
political
subdivision thereof.
Physical Certificates: As specified in the Preliminary
Statement.
Pre-Funding Account: The separate Eligible Account created and
maintained by the Trustee with respect to the Mortgage Loans
pursuant to Section
3.05(f) in the name of the Trustee for the benefit of the
Certificateholders and
designated "[______________], in trust for registered holders of
Home Equity
Mortgage Pass-Through Certificates, Series ____-__." Funds in the
Pre-Funding
Account shall be held in trust for the Certificateholders for the
uses and
purposes set forth in this Agreement and shall not be a part of any
REMIC
created hereunder; provided, however, that any investment income
earned from
Eligible Investments made with funds in the Pre-Funding Account
shall be for the
account of the Depositor.
Pre-Funding Amount: The amount deposited in the Pre-Funding Account
on
the Closing Date, which shall equal $[__________].
Pre-Funding Period: the period from the Closing Date until the
earliest
of (i) the date on which the amount on deposit in the Pre-Funding
Account is
reduced to zero, (ii) the date on which an Event of Default occurs
or (iii)
[__________].
Prepayment Charge: With respect to any Mortgage Loan, any
charge
required to be paid if the Mortgagor prepays such Mortgage Loan as
provided in
the related Mortgage Note or Mortgage.
Prepayment Interest Excess: As to any Mortgage Loan, Distribution
Date
and Principal Prepayment in full during the portion of the related
Prepayment
Period occurring from the first day through the fourteenth day of
the calendar
month in which such Distribution Date occurs, an amount equal to
interest (to
the extent received) at the applicable Mortgage Rate (giving effect
to any
applicable Relief Act Reduction), as reduced by the related Expense
Fee 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 Distribution Date
occurs and
ending on the date on which such Principal Prepayment is so
applied; provided
that Prepayment Interest Excess shall only exist with respect to
any Mortgage
Loan and any Distribution Date if the related Principal Prepayment
in full is
deposited by the applicable Servicer in the related Collection
Account pursuant
to Section 3.05(b)(i) hereof in the same month as such Principal
Prepayment in
full is made, to be included with distributions on such
Distribution Date.
Prepayment Interest Shortfall: As to any Mortgage Loan,
Distribution
Date and Principal Prepayment, other than Principal Prepayments in
full that
occur during the portion of the Prepayment Period that is in the
same calendar
month as the Distribution Date, the difference between (i) one full
month's
interest at the applicable Mortgage Rate (giving effect to any
applicable Relief
Act Reduction), as reduced by the Expense Fee Rate, on the Stated
Principal
Balance of such Mortgage Loan immediately prior to such Principal
Prepayment and
(ii) the amount of interest actually received that accrued during
the month
immediately preceding such Distribution Date or, with respect to
any Mortgage
Loan with a Due Date other than the first of the month, the amount
of interest
actually received that accrued during the one-month period
immediately preceding
the Due Date following the Principal Prepayment, with respect to
such Mortgage
Loan in connection with such Principal Prepayment.
Prepayment Period: With respect to each Distribution Date (other
than
the [__________] Distribution Date), each Mortgage Loan (other than
the
[________] Serviced Loans) and each Payoff, the related "Prepayment
Period" will
be the 15th of the month preceding the month in which the related
Distribution
Date occurs through the 14th of the month in which the related
Distribution Date
occurs. With respect to the [__________] Distribution Date, each
Mortgage Loan
(other than the [________] Serviced Loans) and each Payoff, the
related
"Prepayment Period" will be [__________] through [__________]. With
respect to
each Distribution Date, each [________] Serviced Loan and each
Curtailment with
respect to the [______] Serviced Loans and [______]Serviced Loans,
the related
"Prepayment Period" will be the calendar month preceding the month
in which the
related Distribution Date occurs.
Principal Payment Amount: For any Distribution Date, an amount
equal to
the Principal Remittance Amount plus any Excess Cashflow Loss
Payment for such
date, minus the Overcollateralization Release Amount, if any, for
such date.
Principal Prepayment: Any payment of principal on a Mortgage Loan
which
constitutes a Payoff or Curtailment.
Principal Remittance Amount: For any Distribution Date, an amount
equal
to the sum of (1) all principal collected (other than Payaheads) or
advanced in
respect of Scheduled Payments on the Mortgage Loans during the
related Due
Period (less unreimbursed Advances, Servicing Advances and other
amounts due to
each Servicer and the Trustee with respect to the Mortgage Loans,
to the extent
allocable to principal) and the principal portion of Payaheads
previously
received and intended for application in the related Due Period,
(2) all
Principal Prepayments on the Mortgage Loans received during the
related
Prepayment Period, (3) the outstanding principal balance of each
Mortgage Loan
that was repurchased by the Seller, the Terminating Entity or the
Majority in
Interest Class X-2 Certificateholder during the calendar month
immediately
preceding such Distribution Date, (4) the portion of any
Substitution Adjustment
Amount paid with respect to any Deleted Mortgage Loans during the
calendar month
immediately preceding such Distribution Date allocable to
principal, (5) all
Liquidation Proceeds, and any Insurance Proceeds and other
recoveries (net of
unreimbursed Advances, Servicing Advances and other expenses, to
the extent
allocable to principal) and Net Recoveries collected with respect
to the
Mortgage Loans during the prior calendar month, to the extent
allocable to
principal, (6) amounts withdrawn from the Reserve Account to cover
Realized
Losses on the Mortgage Loans incurred during the related Collection
Period and
(7) with respect to the Distribution Date in [__________], the
amount remaining
in the Pre-Funding Account at the end of the Pre-Funding
Period.
Prospectus Supplement: The Prospectus Supplement dated
[__________]
relating to the Offered Certificates.
PUD: Planned Unit Development.
Qualified Insurer: A mortgage guaranty insurance company duly
qualified
as such under the laws of the state of its principal place of
business and each
state having jurisdiction over such insurer in connection with the
insurance
policy issued by such insurer, duly authorized and licensed in such
states to
transact a mortgage guaranty insurance business in such states and
to write the
insurance provided by the insurance policy issued by it, approved
as a Fannie
Mae- or Freddie Mac-approved mortgage insurer or having a claims
paying ability
rating of at least "AA" or equivalent rating by at least two
nationally
recognized statistical rating organizations. Any replacement
insurer with
respect to a Mortgage Loan must have at least as high a claims
paying ability
rating as the insurer it replaces had on the Closing Date. Any
replacement
insurer with respect to the Credit Insurance Policy must be
acceptable to the
Rating Agencies as evidenced by written acknowledgment from each
Rating Agency
that such replacement will not cause a reduction, withdrawal or
cancellation of
the ratings of the Certificates.
Qualified Substitute Mortgage Loan: A Mortgage Loan substituted by
the
Seller 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 M
(i) have a Stated Principal Balance, after deduction of the
principal portion of
the Scheduled Payment due in the month of substitution (or, in the
case of a
substitution of more than one mortgage loan for a Deleted Mortgage
Loan, an
aggregate principal balance), not in excess of, and not more than
10% less than
the Stated Principal Balance of the Deleted Mortgage Loan; (ii) be
accruing
interest at a rate no lower than and not more than 1% per annum
higher than,
that of the Deleted Mortgage Loan; (iii) have a Combined
Loan-to-Value Ratio no
higher than that of the Deleted Mortgage Loan; (iv) have a
remaining term to
maturity no greater than (and not more than one year less than that
of) the
Deleted Mortgage Loan; and (v) comply with each representation and
warranty set
forth in Section 2.03(f).
Rating Agency: Fitch, Moody's and S&P. If either such
organization or a
successor is no longer in existence, "Rating Agency" shall be such
nationally
recognized statistical rating organization, or other comparable
Person, as is
designated by the Depositor, notice of which designation shall be
given to the
Trustee and the Servicers. References herein to a given rating or
rating
category of a Rating Agency shall mean such rating category without
giving
effect to any modifiers.
Ratings: As of any date of determination, the ratings, if any, of
the
Certificates as assigned by the Rating Agencies.
Realized Loss: With respect to each Liquidated Mortgage Loan, an
amount
(not less than zero or greater than the Stated Principal Balance of
the Mortgage
Loan) as of the date of such liquidation, equal to (i) the Stated
Principal
Balance of the Liquidated Mortgage Loan as of the date of such
liquidation, plus
(ii) interest at the Net Mortgage Rate from the related Due Date as
to which
interest was last paid or advanced (and not reimbursed) to the
related
Certificateholders up to the related Due Date in the month in which
Liquidation
Proceeds are required to be distributed on the Stated Principal
Balance of such
Liquidated Mortgage Loan from time to time, minus (iii) the
Liquidation
Proceeds, if any, received during the month in which such
liquidation occurred,
to the extent applied as recoveries of interest at the Net Mortgage
Rate and to
principal of the Liquidated Mortgage Loan. Any Charged Off Loan
will give rise
to a Realized Loss (calculated as if clause (iii) of the previous
sentence is
equal to zero) at the time it is charged off, as described in
Section
3.11(a)(iii) hereof.
If a Servicer receives Net Recoveries with respect to any Charged
Off
Loan, the amount of the Realized Loss with respect to that Charged
Off Loan will
be reduced to the extent such recoveries are applied to principal
distributions
on any Distribution Date.
Record Date: With respect to the Certificates (other than the
LIBOR
Certificates which are Book-Entry Certificates) and any
Distribution Date, the
close of business on the last Business Day of the month preceding
the month in
which such applicable Distribution Date occurs. With respect to the
LIBOR
Certificates which are Book-Entry Certificates and any Distribution
Date, the
close of business on the Business Day preceding such Distribution
Date.
Reference Bank Rate: With respect to any Interest Accrual Period,
as
follows: the arithmetic mean (rounded upwards, if necessary, to the
nearest one
sixteenth of a percent) of the offered rates for United States
dollar deposits
for one month which are offered by the Reference Banks as of 11:00
A.M., London,
England time, on the second LIBOR Business Day prior to the first
day of such
Interest Accrual Period to prime banks in the London interbank
market for a
period of one month in amounts approximately equal to the aggregate
Class
Principal Balance of the LIBOR Certificates; provided that at least
two such
Reference Banks provide such rate. If fewer than two offered rates
appear, the
Reference Bank Rate will be the arithmetic mean of the rates quoted
by one or
more major banks in New York City, selected by the Trustee, as of
11:00 a.m.,
New York time, on such date for loans in U.S. Dollars to leading
European Banks
for a period of one month in amounts approximately equal to the
aggregate Class
Principal Balance of the LIBOR Certificates. If no such quotations
can be
obtained, the Reference Bank Rate shall be LIBOR applicable to the
preceding
Distribution Date; provided however, that if, under the priorities
indicated
above, LIBOR for a Distribution Date would be based on LIBOR for
the previous
Payment Date for the third consecutive Distribution Date, the
Trustee shall
select an alternative comparable index over which the Trustee has
no control,
used for determining one-month Eurodollar lending rates that is
calculated and
published or otherwise made available by an independent party.
Reference Banks: Barclays Bank PLC, National Westminster Bank and
Abbey
National PLC.
Regular Certificates: As specified in the Preliminary
Statement.
Released Loan: Any Charged Off Loan that is released by [______] to
the
Class X-2 Certificateholders pursuant to Section 3.11(a), generally
on the date
that is six months after the date on which [______] begins using
[______]Special
Servicing on such Charged Off Loans. Any Released Loan will no
longer be an
asset of any REMIC or the Trust Fund.
Relief Act: The Servicemembers Civil Relief Act or any similar
state
law or regulation.
Relief Act Reductions: With respect to any Distribution Date and
any
Mortgage Loan as to which there has been a reduction in the amount
of interest
or principal collectible thereon (attributable to any previous
month) as a
result of the application of the Relief Act or similar state law or
regulation,
the amount, if any, by which (i) interest and/or principal
collectible on such
Mortgage Loan for the most recently ended calendar month is less
than (ii)
interest and/or principal accrued thereon for such month pursuant
to the
Mortgage Note.
REMIC: A "real estate mortgage investment conduit" within the
meaning
of section 860D of the Code.
REMIC 1: The segregated pool of assets subject hereto, constituting
the
primary trust created hereby and to be administered hereunder, with
respect to
which a REMIC election is to be made consisting of: (i) such
Mortgage Loans as
from time to time are subject to this Agreement (other than any
Prepayment
Charges), together with the Mortgage Files relating thereto, and
together with
all collections thereon and proceeds thereof, (ii) any REO
Property, together
with all collections thereon and proceeds thereof, (iii) the Credit
Insurance
Policy, (iv) the Trustee's rights with respect to the Mortgage
Loans under all
insurance policies, including any Primary Insurance Policy,
required to be
maintained pursuant to this Agreement and any proceeds thereof and
(v) the
Collection Account and the Certificate Account (subject to the last
sentence of
this definition) and such assets that are deposited therein from
time to time
and any investments thereof. Notwithstanding the foregoing,
however, a REMIC
election will not be made with respect to the Pre-Funding Account,
the
Capitalized Interest Account and the Reserve Account.
REMIC 1 Regular Interest LTI-1: One of the separate
non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and
designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LTI-1 shall
accrue
interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from
time to time, and shall be entitled to distributions of principal,
subject to
the terms and conditions hereof, in an aggregate amount equal to
its initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
REMIC 1 Regular
Interest LTI-PF: One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and
designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LTI-PF shall
accrue
interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from
time to time, and shall be entitled to distributions of principal,
subject to
the terms and conditions hereof, in an aggregate amount equal to
its initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
REMIC 1 Regular Interest LTI-P: One of the separate
non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and
designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LTI-P shall
accrue
interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from
time to time, and shall be entitled to distributions of principal,
subject to
the terms and conditions hereof, in an aggregate amount equal to
its initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
REMIC 1 Regular Interest LTI-R: One of the separate
non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and
designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LTI-R shall
accrue
interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from
time to time, and shall be entitled to distributions of principal,
subject to
the terms and conditions hereof, in an aggregate amount equal to
its initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
REMIC 1 Regular Interest LTI-S1: One of the separate
non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and
designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LTI-S1 shall
accrue
interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from
time to time, and shall not be entitled to distributions of
principal.
REMIC 1 Regular Interest LTI-S2: One of the separate
non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and
designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LTI-S2 shall
accrue
interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from
time to time, and shall not be entitled to distributions of
principal.
REMIC 1 Regular Interests: REMIC 1 Regular Interest LTI-1,
LTI-PF,
LTI-P, LTI-S1, LTI-S2 and LTI-R.
REMIC 2: The segregated pool of assets consisting of all of the
REMIC 1
Regular Interests conveyed in the trust to the Trustee, for the
benefit of the
Holders of the REMIC 2 Regular Interests and the Class A-R
Certificates (in
respect of the Class R-2 Interest), pursuant to Article II
hereunder, and all
amounts deposited therein, with respect to which a separate REMIC
election is to
be made.
REMIC 2 Net WAC Rate: With respect to any Distribution Date, a
per
annum rate equal to the weighted average of the Uncertificated
REMIC 1
Pass-Through Rates on the REMIC 1 Regular Interest LTI-1 and REMIC
1 Regular
Interest LTI-1PF, weighted on the basis of such respective
Uncertificated
Principal Balances thereof immediately preceding such Distribution
Date.
REMIC 2 Regular Interest: Any of the separate non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and
designated as a
"regular interest" in REMIC 2. Each REMIC 2 Regular Interest shall
accrue
interest at the related Uncertificated REMIC 2 Pass-Through Rate in
effect from
time to time, and shall be entitled to distributions of principal,
subject to
the terms and conditions hereof, in an aggregate amount equal to
its initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto. The designations for the respective REMIC 2 Regular
Interests are set
forth in the Preliminary Statement hereto.
REMIC 2 Interest Loss Allocation Amount: With respect to any
Distribution Date, an amount equal to (a) the product of (i) the
aggregate
Stated Principal Balance of the Mortgage Loans and related REO
Properties then
outstanding and (ii) the Uncertificated REMIC 2 Pass-Through Rate
for REMIC 2
Regular Interest MTI-AA minus the Marker Rate, divided by (b)
12.
REMIC 2 Overcollateralization Amount: With respect to any date
of
determination, (i) 1% of the aggregate Uncertificated Principal
Balances of the
REMIC 2 Regular Interests minus (ii) the aggregate Uncertificated
Principal
Balances of REMIC 2 Regular Interests MTI-A-1, MTI-A-2A, MTI-A-2B,
MTI-A-3,
MTI-A-4, MTI-M-1, MTI-M-2, MTI-M-3, MTI-M-4, MTI-M-5, MTI-M-6,
MTI-M-7, MTI-M-8,
MTI-M-9A, MTI-M-9F, MTI-B-1, MTI-B-2, MTI-R and MTI-P, in each case
as of such
date of determination.
REMIC 2 Principal Loss Allocation Amount: With respect to any
Distribution Date, an amount equal to the product of (i) the
aggregate Stated
Principal Balance of the Mortgage Loans and related REO Properties
then
outstanding and (ii) 1 minus a fraction, the numerator of which is
two times the
aggregate Uncertificated Principal Balance of REMIC 2 Regular
Interests MTI-A-1,
MTI-A-2A, MTI-A-2B, MTI-A-3, MTI-A-4, MTI-M-1, MTI-M-2, MTI-M-3,
MTI-M-4,
MTI-M-5, MTI-M-6, MTI-M-7, MTI-M-8, MTI-M-9A, MTI-M-9F, MTI-B-1 and
MTI-B-2 and
the denominator of which is the aggregate Uncertificated Principal
Balance of
REMIC 2 Regular Interests MTI-A-1, MTI-A-2A, MTI-A-2B, MTI-A-3,
MTI-A-4,
MTI-M-1, MTI-M-2, MTI-M-3, MTI-M-4, MTI-M-5, MTI-M-6, MTI-M-7,
MTI-M-8,
MTI-M-9A, MTI-M-9F, MTI-B-1, MTI-B-2 and MTI-ZZ.
REMIC 2 Regular
Interest MTI-AA: One of the separate non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and
designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-AA shall
accrue
interest at the related Uncertificated REMIC 2 Pass-Through Rate in
effect from
time to time, and shall be entitled to distributions of principal,
subject to
the terms and conditions hereof, in an aggregate amount equal to
its initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
REMIC 2 Regular Interest MTI-A-1: One of the separate
non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and
designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-A-1 shall
accrue
interest at the related Uncertificated REMIC 2 Pass-Through Rate in
effect from
time to time, and shall be entitled to distributions of principal,
subject to
the terms and conditions hereof, in an aggregate amount equal to
its initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
REMIC 2 Regular Interest MTI-A-2A: One of the separate
non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and
designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-A-2A
shall accrue
interest at the related Uncertificated REMIC 2 Pass-Through Rate in
effect from
time to time, and shall be entitled to distributions of principal,
subject to
the terms and conditions hereof, in an aggregate amount equal to
its initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
REMIC 2 Regular Interest MTI-A-2B: One of the separate
non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and
designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-A-2B
shall accrue
interest at the related Uncertificated REMIC 2 Pass-Through Rate in
effect from
time to time, and shall be entitled to distributions of principal,
subject to
the terms and conditions hereof, in an aggregate amount equal to
its initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
REMIC 2 Regular Interest MTI-A-3: One of the separate
non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and
designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-A-3 shall
accrue
interest at the related Uncertificated REMIC 2 Pass-Through Rate in
effect from
time to time, and shall be entitled to distributions of principal,
subject to
the terms and conditions hereof, in an aggregate amount equal to
its initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
REMIC 2 Regular Interest MTI-A-4: One of the separate
non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and
designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-A-4 shall
accrue
interest at the related Uncertificated REMIC 2 Pass-Through Rate in
effect from
time to time, and shall be entitled to distributions of principal,
subject to
the terms and conditions hereof, in an aggregate amount equal to
its initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
REMIC 2 Regular Interest MTI-M-1: One of the separate
non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and
designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-M-1 shall
accrue
interest at the related Uncertificated REMIC 2 Pass-Through Rate in
effect from
time to time, and shall be entitled to distributions of principal,
subject to
the terms and conditions hereof, in an aggregate amount equal to
its initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
REMIC 2 Regular Interest MTI-M-2: One of the separate
non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and
designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-M-2 shall
accrue
interest at the related Uncertificated REMIC 2 Pass-Through Rate in
effect from
time to time, and shall be entitled to distributions of principal,
subject to
the terms and conditions hereof, in an aggregate amount equal to
its initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
REMIC 2 Regular Interest MTI-M-3: One of the separate
non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and
designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-M-3 shall
accrue
interest at the related Uncertificated REMIC 2 Pass-Through Rate in
effect from
time to time, and shall be entitled to distributions of principal,
subject to
the terms and conditions hereof, in an aggregate amount equal to
its initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
REMIC 2 Regular Interest MTI-M-4: One of the separate
non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and
designated as a
Regular Interest in REMIC 2 REMIC 2 Regular Interest MTI-M-4 shall
accrue
interest at the related Uncertificated REMIC 2 Pass-Through Rate in
effect from
time to time, and shall be entitled to distributions of principal,
subject to
the terms and conditions hereof, in an aggregate amount equal to
its initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
REMIC 2 Regular Interest MTI-M-5: One of the separate
non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and
designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-M-5 shall
accrue
interest at the related Uncertificated REMIC 2 Pass-Through Rate in
effect from
time to time, and shall be entitled to distributions of principal,
subject to
the terms and conditions hereof, in an aggregate amount equal to
its initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
REMIC 2 Regular Interest MTI-M-6: One of the separate
non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and
designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-M-6 shall
accrue
interest at the related Uncertificated REMIC 2 Pass-Through Rate in
effect from
time to time, and shall be entitled to distributions of principal,
subject to
the terms and conditions hereof, in an aggregate amount equal to
its initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
REMIC 2 Regular Interest MTI-M-7: One of the separate
non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and
designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-M-7 shall
accrue
interest at the related Uncertificated REMIC 2 Pass-Through Rate in
effect from
time to time, and shall be entitled to distributions of principal,
subject to
the terms and conditions hereof, in an aggregate amount equal to
its initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
REMIC 2 Regular Interest MTI-M-8: One of the separate
non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and
designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-M-8 shall
accrue
interest at the related Uncertificated REMIC 2 Pass-Through Rate in
effect from
time to time, and shall be entitled to distributions of principal,
subject to
the terms and conditions hereof, in an aggregate amount equal to
its initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
REMIC 2 Regular Interest MTI-M-9A: One of the separate
non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and
designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-M-9A
shall accrue
interest at the related Uncertificated REMIC 2 Pass-Through Rate in
effect from
time to time, and shall be entitled to distributions of principal,
subject to
the terms and conditions hereof, in an aggregate amount equal to
its initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
REMIC 2 Regular Interest MTI-M-9F: One of the separate
non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and
designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-M-9F
shall accrue
interest at the related Uncertificated REMIC 2 Pass-Through Rate in
effect from
time to time, and shall be entitled to distributions of principal,
subject to
the terms and conditions hereof, in an aggregate amount equal to
its initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
REMIC 2 Regular Interest MTI-B-1: One of the separate
non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and
designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-B-1 shall
accrue
interest at the related Uncertificated REMIC 2 Pass-Through Rate in
effect from
time to time, and shall be entitled to distributions of principal,
subject to
the terms and conditions hereof, in an aggregate amount equal to
its initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
REMIC 2 Regular Interest MTI-B-2: One of the separate
non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and
designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-B-2 shall
accrue
interest at the related Uncertificated REMIC 2 Pass-Through Rate in
effect from
time to time, and shall be entitled to distributions of principal,
subject to
the terms and conditions hereof, in an aggregate amount equal to
its initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
REMIC 2 Regular Interest MTI-P: One of the separate
non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and
designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-P shall
accrue
interest at the related Uncertificated REMIC 2 Pass-Through Rate in
effect from
time to time, and shall be entitled to distributions of principal,
subject to
the terms and conditions hereof, in an aggregate amount equal to
its initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
REMIC 2 Regular Interest MTI-R: One of the separate
non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and
designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-R shall
accrue
interest at the related Uncertificated REMIC 2 Pass-Through Rate in
effect from
time to time, and shall be entitled to distributions of principal,
subject to
the terms and conditions hereof, in an aggregate amount equal to
its initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
REMIC 2 Regular Interest MTI-S: One of the separate
non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and
designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-S shall
accrue
interest as set forth in the Preliminary Statement hereto. REMIC 2
Regular
Interest MTI-S shall not be entitled to distributions of
principal.
REMIC 2 Regular Interest MTI-ZZ: One of the separate
non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and
designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-ZZ shall
accrue
interest at the related Uncertificated REMIC 2 Pass-Through Rate in
effect from
time to time, and shall be entitled to distributions of principal,
subject to
the terms and conditions hereof, in an aggregate amount equal to
its initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
REMIC 2 Regular Interest MTI-ZZ Maximum Interest Deferral Amount:
With
respect to any Distribution Date, the excess of (i) REMIC 2
Uncertificated
Accrued Interest calculated with the Uncertificated Pass-Through
Rate for REMIC
2 Regular Interest MTI-ZZ and an Uncertificated Principal Balance
equal to the
excess of (x) the Uncertificated Principal Balance of REMIC 2
Regular Interest
MTI-ZZ over (y) the REMIC 2 Overcollateralization Amount, in each
case for such
Distribution Date, over (ii) the sum of REMIC 2 Uncertificated
Accrued Interest
on REMIC 2 Regular Interests MTI-A-1, MTI-A-2A, MTI-A-2B, MTI-A-3,
MTI-A-4,
MTI-M-1, MTI-M-2, MTI-M-3, MTI-M-4, MTI-M-5, MTI-M-6, MTI-M-7,
MTI-M-8,
MTI-M-9A, MTI-M-9F, MTI-B-1 and MTI-B-2, with the rates on the
REMIC 2 Regular
Interests MTI-A-1, MTI-A-2A, MTI-A-2B, MTI-A-3, MTI-A-4, MTI-M-1,
MTI-M-2,
MTI-M-3, MTI-M-4, MTI-M-5, MTI-M-6, MTI-M-7, MTI-M-8, MTI-M-9A,
MTI-M-9F,
MTI-B-1 and MTI-B-2 subject to a cap, for the purpose of this
calculation, equal
to the Pass-Through Rate for the Corresponding Certificate and with
the rate on
the REMIC 2 Regular Interest MTI-ZZ subject to a cap, for the
purpose of this
calculation, equal to zero.
REMIC 2 Regular Interests: REMIC 2 Regular Interest MTI-AA, REMIC
2
Regular Interest MTI-A-1, REMIC 2 Regular Interest MTI-A-2A, REMIC
2 Regular
Interest MTI-A-2B, REMIC 2 Regular Interest MTI-A-3, REMIC 2
Regular Interest
MTI-A-4, REMIC 2 Regular Interest MTI-M-1, REMIC 2 Regular Interest
MTI-M-2,
REMIC 2 Regular Interest MTI-M-3, REMIC 2 Regular Interest MTI-M-4,
REMIC 2
Regular Interest MTI-M-5, REMIC 2 Regular Interest MTI-M-6, REMIC 2
Regular
Interest MTI-M-7, REMIC 2 Regular Interest MTI-M-8, REMIC 2 Regular
Interest
MTI-M-9A, REMIC 2 Regular Interest MTI-M-9F, REMIC 2 Regular
Interest MTI-B-1,
REMIC 2 Regular Interest MTI-B-2, REMIC 2 Regular Interest MTI-S,
REMIC 2
Regular Interest MTI-ZZ, REMIC 2 Regular Interest MTI-P and REMIC 2
Regular
Interest MTI-R.
REMIC 2 Targeted Overcollateralization Amount: 1% of the
Targeted
Overcollateralization Amount.
REMIC 3: The segregated pool of assets consisting of all of the
REMIC 2
Regular Interests conveyed in the trust to the Trustee, for the
benefit of the
Holders of the Regular Certificates and the Class A-R Certificates
(in respect
of the Class R-3 Interest), and all amounts deposited therein, with
respect to
which a separate REMIC election is to be made.
REMIC 3 Regular Interests: The Regular 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
regulations promulgated thereunder, as the foregoing may be in
effect from time
to time.
REMIC Regular Interests: The REMIC 1 Regular Interests and REMIC
2
Regular Interests.
REO Property: A Mortgaged Property acquired by the Trust Fund
through
foreclosure or deed-in-lieu of foreclosure in connection with a
defaulted
Mortgage Loan and, for the avoidance of doubt, following the
satisfaction of any
related First Mortgage Loan.
Repurchase Price: With respect to any Mortgage Loan required to
be
purchased by the Seller pursuant to this Agreement or purchased at
the option of
the Majority in Interest Holder of the Class X-2 Certificates
pursuant to this
Agreement, an amount equal to the sum of (i) 100% of the unpaid
principal
balance of the Mortgage Loan on the date of such purchase, (ii)
accrued unpaid
interest thereon at the applicable Mortgage Rate from the date
through which
interest was last paid by the Mortgagor to the Due Date in the
month in which
the Repurchase Price is to be distributed to Certificateholders,
(iii) any
unreimbursed Servicing Advances and (iv) any costs and damages
actually incurred
and paid by or on behalf of the Trust (including, but not limited
to late fees)
in connection with any breach of the representation and warranty
set forth in
clause (xx) of Schedule IV hereto as the result of a violation of a
predatory or
abusive lending law applicable to such Mortgage Loan.
Request for Release: The Request for Release submitted by a
Servicer to
the Trustee, substantially in the form of Exhibit M.
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. Residual Certificates: As specified in the Preliminary
Statement.
Responsible Officer: When used with respect to the Trustee, any
Vice
President, any Assistant Vice President, any Assistant Secretary,
any Trust
Officer or any other officer of the Trustee 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 the particular
subject and who
shall have direct responsibility for the administration of this
Agreement.
Rolling Three Month Delinquency Rate: For any Distribution Date
will be
the fraction, expressed as a percentage, equal to the average of
the Delinquency
Rates for each of the three (or one and two, in the case of the
first and second
Distribution Dates, respectively) immediately preceding months.
SAIF: The Savings Association Insurance Fund, or any successor
thereto.
S&P: Standard & Poor's, a division of The McGraw-Hill
Companies, Inc.
For purposes of Section 10.05(b) the address for notices to S&P
shall be
Standard & Poor's, 55 Water Street, New York, New York 10004,
Attention:
Mortgage Surveillance Monitoring, or such other address as S&P
may hereafter
furnish to the Depositor, the Servicers and the Trustee.
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
pursuant to the terms of the related Mortgage Note, as reduced by
any Relief Act
Reductions.
Second Mortgage Loan: A Mortgage Loan that is secured by a second
lien
on the Mortgaged Property securing the related Mortgage Note.
Securities Act: The Securities Act of 1933, as amended.
Seller: DLJ Mortgage Capital, Inc.
Senior Certificates: As specified in the Preliminary Statement.
Senior Enhancement Percentage: For any Distribution Date, the
fraction,
expressed as a percentage, the numerator of which is the sum of the
aggregate
Class Principal Balance of the Class M-1, Class M-2, Class M-3,
Class M-4, Class
M-5, Class M-6, Class M-7, Class M-8, Class M-9A, Class M-9F, Class
B-1 and
Class B-2 Certificates and the Overcollateralization Amount (which,
for purposes
of this definition only, shall not be less than zero), in each case
after giving
effect to payments on such Distribution Date (assuming no Trigger
Event is in
effect), and the denominator of which is the Aggregate Collateral
Balance for
such Distribution Date.
Senior Principal Payment Amount: For any Distribution Date on or
after
the Stepdown Date and as long as a Trigger Event is not in effect
with respect
to such Distribution Date, will be the amount, if any, by which (x)
the
aggregate Class Principal Balance of the Class A-1, Class A-2A,
Class A-2B,
Class A-3, Class A-4, Class P, Class A-R and Class A-RL
Certificates immediately
prior to such Distribution Date exceeds (y) the lesser of (A) the
product of (i)
[__________]% and (ii) the Aggregate Collateral Balance for such
Distribution
Date and (B) the amount, if any, by which (i) the Aggregate
Collateral Balance
for such Distribution Date exceeds (ii) 0.50% of the Aggregate
Collateral
Balance as of the Cut-off Date.
Servicer: [______],[______]and [______], or their successors in
interest, or any successor servicer appointed as provided
herein.
Servicer Employee: As defined in Section 3.18.
Servicer Cash Remittance Date: With respect to each Distribution
Date,
the Business Day immediately preceding such Distribution Date.
Servicer Data Remittance Date: With respect to each Distribution
Date,
the second Business Day immediately following the 15th day of the
month of such
Distribution Date.
Servicing Advance: All customary, reasonable and necessary "out
of
pocket" costs and expenses incurred in the performance by a
Servicer of its
servicing obligations, including, but not limited to, the cost
(including
reasonable attorneys' fees and disbursements) of (i) the
inspection,
preservation, restoration and protection of a Mortgaged Property,
(ii) any
expenses reimbursable to such Servicer pursuant to Section 3.11 and
any
enforcement or judicial proceedings, including foreclosures, and
including any
expenses incurred in relation to any such proceedings that result
from the
Mortgage Loan being registered on the MERS System; (iii) the
management and
liquidation of any REO Property (including default management and
similar
services, appraisal services and real estate broker services); (iv)
any expenses
incurred by such Servicer in connection with obtaining an
environmental
inspection or review pursuant to Section 3.11(a)(v) and (vi); (v)
compliance
with the obligations under Section 3.01, 3.09 and 3.11(b); (vi) the
cost of
obtaining any broker's price opinion in accordance with Section
3.11 hereof;
(vii) the costs of obtaining an Opinion of Counsel pursuant to
Section 3.11(c)
hereof; (viii) expenses incurred in connection with any instrument
of
satisfaction or deed of reconveyance as described in Section 3.12
hereof; (ix)
expenses incurred in connection with the recordation of Assignments
of Mortgage
or substitutions of trustees; (x) obtaining any legal documentation
required to
be included in a Mortgage File and/or correcting any outstanding
title issues
(ie. any lien or encumbrance on the related Mortgaged Property that
prevents the
effective enforcement of the intended lien position) reasonably
necessary for
such Servicer to perform its obligations under this Agreement and
(xi) any
boarding fees payable to [______]pursuant to Section 3.11(a)(iv)(B)
hereof.
Servicing Fee: As to each Mortgage Loan and any Distribution Date,
an
amount equal to one month's interest at the Servicing Fee Rate on
the Stated
Principal Balance of such Mortgage Loan as of the Due Date in the
month of such
Distribution Date (prior to giving effect to any Scheduled Payments
due on such
Mortgage Loan on such Due Date), subject to reduction as provided
in Section
3.05(b)(vi).
Servicing Fee Rate: With respect to each [______] Serviced Loan,
the
"[______]Servicing Fee Rate" as defined in the [______]Letter
Agreement, which
rate may increase up to 0.50% per annum. With respect to each
[______]Serviced
Loan, the "[______]Servicing Fee Rate" as defined in the
[______]Letter
Agreement, which rate may increase up to 0.50% per annum. With
respect to each
[______]Serviced Loan, 0.50% per annum. In the event of the
appointment of a
successor servicer pursuant to Section 6.04 hereof, the Servicing
Fee Rate as to
each [______]Serviced Loan or [______]Serviced Loan, as applicable,
may increase
to up to 0.50% per annum.
Servicing
Officer: With respect to each Servicer, any representative of
that Servicer involved in, or responsible for, the administration
and servicing
of the related Mortgage Loans whose name and specimen signature
appear on a list
of servicing officers furnished to the Trustee by such Servicer on
the Closing
Date pursuant to this Agreement, as such list may from time to time
be amended.
Significant Net Recoveries: With respect to a defaulted Mortgage
Loan,
a determination by a Servicer that either (A) the potential Net
Recoveries are
anticipated to be greater than or equal to the sum of (i) the total
indebtedness
of the senior lien on the related Mortgaged Property and (ii)
$10,000 (after
anticipated expenses and attorneys' fees) or (B) the related
Mortgagor has shown
a willingness and ability to pay over the previous six months.
Special Serviced Mortgage Loan: The Mortgage Loans for which
the
Special Servicer acts as servicer pursuant to Section 3.22.
Special Servicer: [________].
Special Serviced Mortgage Loan: The Mortgage Loans for which
the
Special Servicer acts as servicer pursuant to Section 3.22.
[________]: [__________], a [__________] corporation, and its
successors and permitted assigns.
Startup
Day: [__________].
Stated Principal Balance: As to any Mortgage Loan and Due Date,
the
unpaid principal balance of such Mortgage Loan as of such Due Date
as specified
in the amortization schedule at the time relating thereto (before
any adjustment
to such amortization schedule by reason of any moratorium or
similar waiver or
grace period) after giving effect to any previous Curtailments and
Liquidation
Proceeds allocable to principal (other than with respect to any
Liquidated
Mortgage Loan) and to the payment of principal due on such Due Date
and
irrespective of any delinquency in payment by the related
Mortgagor; provided,
however, for purposes of calculating the Servicing Fee and the
Trustee Fee, the
Stated Principal Balance of any REO will be the unpaid principal
balance
immediately prior to foreclosure.
Stepdown Date: The date occurring on the later of (x) the
Distribution
Date in [__________] and (y) the first Distribution Date on which
the Senior
Enhancement Percentage (calculated for this purpose after giving
effect to
payments or other recoveries in respect of the Mortgage Loans
during the related
Due Period but before giving effect to payments on the Certificates
on such
Distribution Date) is greater than or equal to [----------]%.
Subordinate Certificates: As specified in the Preliminary
Statement.
Subsequent Mortgage Loan: Any Mortgage Loan other than an
Initial
Mortgage Loan conveyed to the Trust Fund pursuant to Section 2.01
hereof and to
a Subsequent Transfer Agreement, which Mortgage Loan shall be
listed on the
revised Mortgage Loan Schedule delivered pursuant to this Agreement
and on
Schedule A to such Subsequent Transfer Agreement. When used with
respect to a
single Subsequent Transfer Date, Subsequent Mortgage Loan shall
mean a
Subsequent Mortgage Loan conveyed to the Trust on that Subsequent
Transfer Date.
Subsequent Mortgage Loan Interest: Any amount constituting an
Interest
Remittance Amount (other than an amount withdrawn from the related
Capitalized
Interest Account pursuant to clause (5) of the definition of
"Interest
Remittance Amount") received or advanced with respect to a
Subsequent Mortgage
Loan during the Due Periods relating to the
[__________],[__________] or
[__________] Distribution Dates, but only to the extent of the
excess of such
amount over the amount of interest accruing on such Subsequent
Mortgage Loan
during the related period at a per annum rate equal to
[__________]%,[__________]% and [__________]%, respectively. The
Subsequent
Mortgage Loan Interest shall not be an asset of any REMIC.
Subsequent Transfer Agreement: A Subsequent Transfer Agreement
substantially in the form of Exhibit N hereto, executed and
delivered by the
related Servicer, the Depositor, the Seller and the Trustee as
provided in
Section 2.01 hereof.
Subsequent Transfer Date: For any Subsequent Transfer Agreement,
the
date the related Subsequent Mortgage Loans are transferred to the
Trust Fund
pursuant to the related Subsequent Transfer Agreement.
Subservicer: Any Subservicer which is subservicing the Mortgage
Loans
pursuant to a Subservicing Agreement. Any subservicer shall meet
the
qualifications set forth in Section 3.02.
Subservicing Agreement: An agreement between a Servicer and a
Subservicer for the servicing of the related Mortgage Loans.
Substitution Adjustment Amount: As defined in Section 2.03.
Targeted Overcollateralization Amount: For any Distribution Date
prior
to the Stepdown Date, [__________]% of the Aggregate Collateral
Balance as of
the Cut-off Date; with respect to any Distribution Date on or after
the Stepdown
Date and with respect to which a Trigger Event is not in effect,
the greater of
(a) [__________]% of the Aggregate Collateral Balance for such
Distribution
Date, or (b) 0.50% of the Aggregate Collateral Balance as of the
Cut-off Date;
with respect to any Distribution Date on or after the Stepdown Date
with respect
to which a Trigger Event is in effect and is continuing, the
Targeted
Overcollateralization Amount for the Distribution Date immediately
preceding
such Distribution Date. Notwithstanding the foregoing, on and after
any
Distribution Date following the reduction of the aggregate Class
Principal
Balance of the Class A, Class M and Class B Certificates to zero,
the Targeted
Overcollateralization Amount shall be zero. Upon (x) written
direction by the
Majority in Interest Holder of the Class X-1 Certificates and (y)
the issuance
by an affiliate of the Depositor of a credit enhancement contract
in favor of
REMIC 1 which is satisfactory to the Rating Agencies and (z)
receipt by the
Trustee of an Opinion of Counsel, which opinion shall not be an
expense of the
Trustee or the Trust Fund, but shall be at the expense of the
Majority in
Interest Holder of the Class X-1 Certificates, to the effect that
such credit
enhancement contract will not cause the imposition of any federal
tax on the
Trust Fund or the Certificateholders or cause REMIC 1, REMIC 2 and
REMIC 3 to
fail to qualify as a REMIC at any time that any Certificates are
outstanding,
the Targeted Overcollateralization Amount shall be reduced to the
level approved
by the Rating Agencies as a result of such credit enhancement
contract. Any
credit enhancement contract referred to in the previous sentence
shall be
collateralized by cash or mortgage loans, provided that (i) the
aggregate Stated
Principal Balance of the mortgage loans collateralizing any such
credit
enhancement contract shall not be less than the excess, if any, of
(x) the
initial Targeted Overcollateralization Amount over (y) the
then-current
Overcollateralization Amount and (ii) the issuance of any credit
enhancement
contract supported by mortgage loans shall not result in a
downgrading of the
ratings assigned by the Rating Agencies.
Tax Matters Person: The person designated as "tax matters person"
in
the manner provided under Treasury regulation ss. 1.860F-4(d) and
temporary
Treasury regulation ss. 301.6231(a)(7)-1T.
Terminating Entity: (i) DLJMC, if it is the owner of the
servicing
rights with respect to any Mortgage Loan on the Optional
Termination Date, or
(ii) [________], if (a) DLJMC is not the owner of the servicing
rights with
respect to any Mortgage Loan on the Optional Termination Date and
(b) [________]
is a Special Servicer with respect to any Mortgage Loan on the
Optional
Termination Date, or (iii) the Majority Servicer on the Optional
Termination
Date, if (a) DLJMC is not the owner of the servicing rights with
respect to any
Mortgage Loan on the Optional Termination Date and (b) [________]
is not a
Special Servicer with respect to any Mortgage Loan on the Optional
Termination
Date. The Terminating Entity shall be determined on each Optional
Termination
Date.
Transfer: Any direct or indirect transfer or sale of any
Ownership
Interest in a Residual Certificate.
Trigger Event: A Trigger Event will be in effect for any
Distribution
Date on or after the Stepdown Date if (a) the Rolling Three Month
Delinquency
Rate as of the last day of the related Due Period equals or
exceeds
[__________]% of the Senior Enhancement Percentage for such
Distribution Date or
(ii) a Cumulative Loss Event is occurring. The Trigger Event may be
amended by
the parties hereto in the future with the consent of the Rating
Agencies.
Trust Collateral: As defined in Section 9.01(c).
Trust Fund: Collectively, the assets of REMIC 1, REMIC 2, REMIC 3,
the
Pre-Funding Account, the Capitalized Interest Account and the
Subsequent
Mortgage Loan Interest.
Trustee: [______________] and its successors and, if a
successor
trustee is appointed hereunder, such successor.
Trustee Fee: As to each Mortgage Loan and any Distribution Date,
an
amount equal to one month's interest at the Trustee Fee Rate on the
Stated
Principal Balance of such Mortgage Loan as of the Due Date in the
month of such
Distribution Date (prior to giving effect to any Scheduled Payments
due on such
Mortgage Loan on such Due Date).
Trustee Fee Rate: With respect to any Distribution Date,
[__________]%
per annum.
Uncertificated Accrued Interest: With respect to each REMIC
Regular
Interest on each Distribution Date, an amount equal to one month's
interest at
the related Uncertificated Pass-Through Rate on the Uncertificated
Principal
Balance of such REMIC Regular Interest. In each case,
Uncertificated Accrued
Interest will be reduced by any Net Prepayment Interest Shortfalls
and Relief
Act Reductions (allocated to such REMIC Regular Interests based on
the
priorities set forth in Section 1.03).
Uncertificated Notional Amount: With respect to REMIC 1 Regular
Interest LTI-S1, the Uncertificated Notional Amount shall be equal
to the
principal balance of the [________] Serviced Loans. With respect to
REMIC 1
Regular Interest LTI-S2, the Uncertificated Notional Amount shall
be equal to
the principal balance of the [______] Serviced Loans. With respect
to REMIC 2
Regular Interest MTI-S, the Uncertificated Notional Amount shall be
equal to the
Uncertificated Notional Amount of REMIC 1 Regular Interest LTI-S1
and REMIC 1
Regular Interest LTI-S2.
Uncertificated Pass-Through Rate: The Uncertificated REMIC 1
Pass-Through Rate and the Uncertificated REMIC 2 Pass-Through
Rate.
Uncertificated Principal Balance: With respect to each REMIC
Regular
Interest, the amount of such REMIC Regular Interest outstanding as
of any date
of determination. As of the Closing Date, the Uncertificated
Principal Balance
of each REMIC Regular Interest shall equal the amount set forth in
the
Preliminary Statement hereto as its initial Uncertificated
Principal Balance. On
each Distribution Date, the Uncertificated Principal Balance of
each REMIC
Regular Interest shall be reduced by all distributions of principal
made on such
REMIC Regular Interest on such Distribution Date pursuant to
Section 4.07 and,
if and to the extent necessary and appropriate, shall be further
reduced on such
Distribution Date by Realized Losses as provided in Section
4.05(b), and the
Uncertificated Principal Balance of REMIC 3 Regular Interest MTI-ZZ
shall be
increased by interest deferrals as provided in Section 4.07. The
Uncertificated
Principal Balance of each REMIC Regular Interest that has an
Uncertificated
Principal Balance shall never be less than zero.
Uncertificated REMIC 1 Pass-Through Rate: With respect to each
REMIC 1
Regular Interest (other than REMIC 1 Regular Interests LTI-1PF,
LTI-S1 and
LTI-S2) and the Interest Accrual Periods in
[__________],[__________] and
[__________], a per annum rate equal to the Initial Mortgage Loan
Net WAC Rate;
with respect to REMIC 1 Regular Interest LTI-1PF and the Interest
Accrual
Periods in [__________],[__________] and [__________], a per annum
rate equal to
[__________]%,[__________]% and [__________]%, respectively, and
with respect to
each REMIC 1 Regular Interest (other than REMIC 1 Regular Interests
LTI-S1 and
LTI-S2) and each Interest Accrual Period thereafter, the weighted
average of the
Net Mortgage Rates on the Mortgage Loans. With respect to REMIC 1
Regular
Interest LTI-S1, a per annum rate, determined on a Mortgage Loan by
Mortgage
Loan basis, equal to the excess of (i) the excess of (a) the
Mortgage Rate for
each [________] Serviced Loan over (b) the sum of the [________]
Servicing Fee
Rate, the Credit Risk Manager Fee Rate and the Trustee Fee Rate,
over (ii) the
Net Mortgage Rate of each such Mortgage Loan. With respect to REMIC
1 Regular
Interest LTI-S2, a per annum rate, determined on a Mortgage Loan by
Mortgage
Loan basis, equal to the excess of (i) the excess of (a) the
Mortgage Rate for
each [______] Serviced Loan over (b) the sum of the [______]
Servicing Fee Rate,
the Credit Risk Manager Fee Rate and the Trustee Fee Rate, over
(ii) the Net
Mortgage Rate of each such Mortgage Loan.
Uncertificated REMIC 2 Pass-Through Rate: For any Distribution
Date,
with respect to REMIC 2 Regular Interest MTI-AA, REMIC 2 Regular
Interest
MTI-A-1, REMIC 2 Regular Interest MTI-A-2A, REMIC 2 Regular
Interest MTI-A-2B,
REMIC 2 Regular Interest MTI-A-3, REMIC 2 Regular Interest MTI-A-4,
REMIC 2
Regular Interest MTI-M-1, REMIC 2 Regular Interest MTI-M-2, REMIC 2
Regular
Interest MTI-M-3, REMIC 2 Regular Interest MTI-M-4, REMIC 2 Regular
Interest
MTI-M-5, REMIC 2 Regular Interest MTI-M-6, REMIC 2 Regular Interest
MTI-M-7,
REMIC 2 Regular Interest MTI-M-8, REMIC 2 Regular Interest
MTI-M-9A, REMIC 2
Regular Interest MTI-M-9F, REMIC 2 Regular Interest MTI-B-1, REMIC
2 Regular
Interest MTI-B-2 and REMIC 2 Regular Interest MTI-ZZ, the REMIC 2
Net WAC Rate.
REMIC 2 Regular Interest MTI-P and REMIC 2 Regular Interest MTI-R
will not have
an Uncertificated REMIC 2 Pass-Through Rate, but shall be entitled
to 100% of
the amounts distributed on REMIC 1 Regular Interest LTI-P and REMIC
1 Regular
Interest LTI-R, respectively. REMIC 2 Regular Interest MTI-S will
not have an
Uncertificated REMIC 2 Pass-Through Rate, but shall be entitled to
100% of the
amounts distributed on REMIC 1 Regular Interest LTI-S1 and REMIC 1
Regular
Interest LTI-S2.
United States Person: A citizen or resident of the United States,
a
corporation or a partnership (including an 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 (except, in the case of a partnership, to the extent
provided in
regulations) provided that, for purposes solely of the restrictions
on the
transfer of Class A-R Certificates and Class A-RL Certificates, no
partnership
or other entity treated as a partnership for United States federal
income tax
purposes shall be treated as a United States Person unless all
persons that own
an interest in such partnership either directly or through any
entity that is
not a corporation for United States federal income tax purposes are
required to
be United States Persons or an estate whose income is subject to
United States
federal income tax regardless of its source, 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 such United States Persons have the
authority to
control all substantial decisions of the trust. To the extent
prescribed in
regulations by the Secretary of the Treasury, which have not yet
been issued, a
trust which was in existence on August 20, 1996 (other than a trust
treated as
owned by the grantor under subpart E of part I of subchapter J of
chapter 1 of
the Code), and which was treated as a United States person on
August 20, 1996
may elect to continue to be treated as a United States Person
notwithstanding
the previous sentence.
Voting Rights: The portion of the voting rights of all the
Certificates
that is allocated to any Certificate for purposes of the voting
provisions of
this Agreement. At all times during the term of this Agreement, 97%
of all
Voting Rights shall be allocated among the Class A-1, Class A-2A,
Class A-2B,
Class A-3, Class A-4, Class M-1, Class M-2, Class M-3, Class M-4,
Class M-5,
Class M-6, Class M-7, Class M-8, Class M-9A, Class M-9F, Class B-1
and Class B-2
Certificates. The portion of such 97% Voting Rights allocated to
the Class A-1,
Class A-2A, Class A-2B, Class A-3, Class A-4, Class M-1, Class M-2,
Class M-3,
Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9A,
Class M-9F,
Class B-1 and Class B-2 Certificates shall be based on the
fraction, expressed
as a percentage, the numerator of which is the aggregate Class
Principal Balance
then outstanding and the denominator of which is the Class
Principal Balance of
all such Classes then outstanding. The Class P, Class X-1 and Class
X-S
Certificates shall each be allocated 1% of the Voting Rights.
Voting Rights
shall be allocated among the Certificates within each such Class
(other than the
Class P, Class X-1 and Class X-S Certificates, which each have only
one
certificate) in accordance with their respective Percentage
Interests. The Class
X-2, Class A-R and Class A-RL Certificates shall have no Voting
Rights.
[______]: [_________________].
[______]Letter Agreement: The securitization servicing side
letter
agreement, dated as of [__________], between the Seller and
[______], as
amended, supplemented or superceded from time to time.
[______]Serviced Loans: The Mortgage Loans identified as such on
the
Mortgage Loan Schedule.
[______]Special Servicing: With regard to any [______]Serviced
Loans
that become Charged Off Loans, the servicing of such Charged Off
Loans using
specialized collection procedures (including foreclosure, if
appropriate) to
maximize recoveries.
SECTION 1.02 Interest Calculations.
The calculation of the Trustee Fee, the Servicing Fee, the Credit
Risk
Manager Fee, the Credit Insurance Provider Fee and interest on the
Class A-3,
Class M-1, Class M-2, Class M-3, Class M-4, Class M-6, Class M-7,
Class M-8,
Class M-9F, Class B-1, Class B-2, Class P, Class A-R, Class A-RL,
Class X-1 and
Class X-S Certificates and on the related Uncertificated Interests
shall be made
on the basis of a 360-day year consisting of twelve 30-day months.
The
calculation of interest on the Class A-1, Class A-2A, Class A-2B,
Class A-4 and
Class M-9A Certificates and the related Uncertificated Interests
shall be made
on the basis of a 360-day year and the actual number of days
elapsed in the
related Interest Accrual Period. All dollar amounts calculated
hereunder shall
be rounded to the nearest penny with one-half of one penny being
rounded down.
SECTION 1.03 Allocation of Certain Interest Shortfalls.
For purposes of calculating the amount of Uncertificated
Accrued
Interest for the REMIC 1 Regular Interests for any Distribution
Date, the
aggregate amount of any Prepayment Interest Shortfalls (net of any
Compensating
Interest Payment) and any Relief Act Reductions incurred in respect
of the
Mortgage Loans for any Distribution Date shall be allocated first
to REMIC 1
Regular Interests LTI-1 and LTI-PF and then to REMIC 1 Regular
Interests LTI-P
and LTI-R, in each case to the extent of one month's interest at
the then
applicable respective Uncertificated REMIC 1 Pass-Through Rate on
the respective
Uncertificated Principal Balance of each such REMIC 1 Regular
Interest;
provided, however, that with respect to the first three
Distribution Dates, such
amounts relating to the Initial Mortgage Loans shall be allocated
to REMIC 1
Regular Interest LTI-1 and such amounts relating to the Subsequent
Mortgage
Loans shall be allocated to REMIC 1 Regular Interest LT-PF.
For purposes of calculating the amount of Uncertificated
Accrued
Interest for the REMIC 2 Regular Interests for any Distribution
Date, any
Prepayment Interest Shortfalls (to the extent not covered by
Compensating
Interest) relating to the Mortgage Loans for any Distribution Date
shall be
allocated in the same priority, and to the same extent, as that
allocated to the
Corresponding Certificates.
<PAGE>
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
SECTION 2.01 Conveyance of Mortgage Loans.
(a) The Depositor, concurrently with the execution and delivery
hereof,
hereby sells, transfers, assigns, sets over and otherwise conveys
to the Trustee
in trust for the benefit of the Certificateholders, without
recourse, all (i)
the right, title and interest of the Depositor (which does not
include servicing
rights) in and to each Initial Mortgage Loan, including all
interest and
principal received or receivable on or with respect to such Initial
Mortgage
Loans after the Cut-off Date and all interest and principal
payments on the
Initial Mortgage Loans received prior to the Cut-off Date in
respect of
installments of interest and principal due thereafter, but not
including
payments of principal and interest due and payable on the Initial
Mortgage Loans
on or before the Cut-off Date (other than the rights of the
Servicers to service
the Mortgage Loans in accordance with this Agreement), (ii) the
Depositor's
rights under the Assignment Agreement (iii) any such amounts as may
be deposited
into and held by the Trustee in the Pre-Funding Account and the
Capitalized
Interest Account and (iv) all proceeds of any of the foregoing. The
parties
hereto agree that it is not intended that any mortgage loan be
conveyed to the
Trust that is either (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
(iii) a "High Cost Home Mortgage 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. In addition, on or prior to the Closing Date, the Depositor
shall cause
the Credit Insurance Provider to deliver the Credit Insurance
Policy to the
Trustee.
(b) In connection with the transfer and assignment set forth in
clause
(a) above, the Depositor has delivered or caused to be delivered to
the Trustee
or its designated agent, the related Custodian, for the benefit of
the
Certificateholders, the documents and instruments with respect to
each Mortgage
Loan as assigned:
(i) the original Mortgage Note of the Mortgagor in the name of
the Trustee or endorsed "Pay to the order of ________________
without
recourse" and signed in the name of the last named endorsee by
an
authorized officer, together with all intervening endorsements
showing
a complete chain of endorsements from the originator of the
related
Mortgage Loan to the last endorsee or with respect to any Lost
Mortgage
Note (as such term is defined in the Pooling and Servicing
Agreement),
a lost note affidavit stating that the original Mortgage Note was
lost
or destroyed, together with a copy of such Mortgage Note;
(ii) for each Mortgage Loan that is not a MERS Mortgage Loan,
the original Mortgage bearing evidence that such instruments have
been
recorded in the appropriate jurisdiction where the Mortgaged
Property
is located as determined by DLJMC (or, in lieu of the original of
the
Mortgage or the assignment thereof, a duplicate or conformed copy
of
the Mortgage or the instrument of assignment, if any, together with
a
certificate of receipt from the Seller or the settlement agent
who
handled the closing of the Mortgage Loan, certifying that such copy
or
copies represent true and correct copy(ies) of the original(s) and
that
such original(s) have been or are currently submitted to be
recorded in
the appropriate governmental recording office of the jurisdiction
where
the Mortgaged Property is located) or a certification or receipt of
the
recording authority evidencing the same and in the case of each
MERS
Mortgage Loan, the original Mortgage, noting the presence of the
MIN of
the related Mortgage Loan and either language indicating that
the
Mortgage Loan is a MOM Loan if 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;
(iii) for each Mortgage Loan that is not a MERS Mortgage Loan,
the original Assignment of Mortgage, in blank, which assignment
appears
to be in form and substance acceptable for recording and, in the
event
that the related Seller acquired the Mortgage Loan in a merger,
the
assignment must be by "[Seller], successor by merger to [name
of
predecessor]", and in the event that the Mortgage Loan was acquired
or
originated by the related Seller while doing business under
another
name, the assignment must be by "[Seller], formerly known as
[previous
name]";
(iv) for each Mortgage Loan, at any time that such Mortgage
Loan is not a MERS Mortgage Loan, the originals of all
intervening
Assignments of Mortgage not included in (iii) above showing a
complete
chain of assignment from the originator of such Mortgage Loan to
the
Person assigning the Mortgage to the Trustee, including any
warehousing
assignment, with evidence of recording on each such Assignment
of
Mortgage (or, in lieu of the original of any such intervening
assignment, a duplicate or conformed copy of such intervening
assignment together with a certificate of receipt from the
related
Seller or the settlement agent who handled the closing of the
Mortgage
Loan, certifying that such copy or copies represent true and
correct
copy(ies) of the original(s) and that such original(s) have been or
are
currently submitted to be recorded in the appropriate
governmental
recording office of the jurisdiction where the Mortgaged Property
is
located) or a certification or receipt of the recording
authority
evidencing the same;
(v) an original of any related security agreement (if such
item is a document separate from the Mortgage) and the originals of
any
intervening assignments thereof showing a complete chain of
assignment
from the originator of the related Mortgage Loan to the last
assignee;
(vi) an original assignment of any related security agreement
(if such item is a document separate from the Mortgage) executed by
the
last assignee in blank;
(vii) the originals of any assumption, modification, extension
or guaranty agreement with evidence of recording thereon, if
applicable
(or, in lieu of the original of any such agreement, a duplicate
or
conformed copy of such agreement together with a certificate of
receipt
from the related Seller or the settlement agent who handled the
closing
of the Mortgage Loan, certifying that such copy(ies) represent true
and
correct copy(ies) of the original(s) and that such original(s)
have
been or are currently submitted to be recorded in the
appropriate
governmental recording office of the jurisdiction where the
Mortgaged
Property is located), or a certification or receipt of the
recording
authority evidencing the same;
(viii) if the Mortgage Note or Mortgage or any other document
or instrument relating to the Mortgage Loan has been signed by a
person
on behalf of the Mortgagor, the original power of attorney or
other
instrument that authorized and empowered such person to sign
bearing
evidence that such instrument has been recorded, if so required, in
the
appropriate jurisdiction where the Mortgaged Property is located
as
determined by DLJMC (or, in lieu thereof, a duplicate or conformed
copy
of such instrument, together with a certificate of receipt from
the
related Seller or the settlement agent who handled the closing of
the
Mortgage Loan, certifying that such copy(ies) represent true
and
complete copy(ies)of the original(s) and that such original(s)
have
been or are currently submitted to be recorded in the
appropriate
governmental recording office of the jurisdiction where the
Mortgaged
Property is located) or a certification or receipt of the
recording
authority evidencing the same; and
(ix) in the case of the First Mortgage Loans, the original
mortgage title insurance policy, or if such mortgage title
insurance
policy has not yet been issued, an original or copy of a
marked-up
written commitment or a pro forma title insurance policy marked
as
binding and countersigned by the title insurance company or its
authorized agent either on its face or by an acknowledged
closing
instruction or escrow letter.
In the event the Seller delivers to the Trustee certified copies of
any
document or instrument set forth in 2.01(b) because of a delay
caused by the
public recording office in returning any recorded document, the
Seller shall
deliver to the Trustee, within 60 days of the Closing Date, an
Officer's
Certificate which shall (i) identify the recorded document, (ii)
state that the
recorded document has not been delivered to the Trustee due solely
to a delay
caused by the public recording office, and (iii) state the amount
of time
generally required by the applicable recording office to record and
return a
document submitted for recordation.
In the event that in connection with any Mortgage Loan the
Depositor
cannot deliver (a) the original recorded Mortgage, (b) all interim
recorded
assignments or (c) the lender's title policy (together with all
riders thereto)
satisfying the requirements set forth above, concurrently with the
execution and
delivery hereof because such document or documents have not been
returned from
the applicable public recording office in the case of clause (a) or
(b) above,
or because the title policy has not been delivered to the Seller or
the
Depositor by the applicable title insurer in the case of clause (c)
above, the
Depositor shall promptly deliver to the Trustee, in the case of
clause (a) or
(b) above, such original Mortgage or such interim assignment, as
the case may
be, with evidence of recording indicated thereon upon receipt
thereof from the
public recording office, or a copy thereof, certified, if
appropriate, by the
relevant recording office and in the case of clause (c) above, if
such lender's
title policy is received by the Depositor, upon receipt
thereof.
As promptly as practicable subsequent to such transfer and
assignment,
and in any event, within thirty (30) days thereafter, the Trustee
shall (at the
Seller's expense) (i) affix the Trustee's name to each Assignment
of Mortgage,
as the assignee thereof, (ii) cause such assignment to be in proper
form for
recording in the appropriate public office for real property
records within
thirty (30) days after receipt thereof and (iii) cause to be
delivered for
recording in the appropriate public office for real property
records the
assignments of the Mortgages to the Trustee, except that, with
respect to any
assignment of a Mortgage as to which the Trustee has not received
the
information required to prepare such assignment in recordable form,
the
Trustee's obligation to do so and to deliver the same for such
recording shall
be as soon as practicable after receipt of such information and in
any event
within thirty (30) days after the receipt thereof, and the Trustee
need not
cause to be recorded (a) any assignment referred to in clause (iii)
above which
relates to a Mortgage Loan in any jurisdiction under the laws of
which, as
evidenced by an Opinion of Counsel delivered to the Trustee (at the
Depositor's
expense, provided such expense has been previously approved by the
Depositor in
writing) within 180 days of the Closing Date, acceptable to the
Rating Agencies,
the recordation of such assignment is not necessary to protect the
Trustee's and
the Certificateholders' interest in the related Mortgage Loan or
(b) if MERS is
identified on the Mortgage or on a properly recorded assignment of
the Mortgage
as the mortgagee of record solely as nominee for the Seller and its
successors
and assigns.
In connection with the assignment of any Mortgage Loan registered
on
the MERS(R) System, the Depositor further agrees that it will
cause, at the
Depositor's own expense, on or prior to the Closing Date, the
MERS(R) System to
indicate that such Mortgage Loans have been assigned by the
Depositor to the
Trustee in accordance with this Agreement for the benefit of
the
Certificateholders by including (or deleting, in the case of
Mortgage Loans
which are repurchased in accordance with this Agreement) in such
computer files
(a) the code "[IDENTIFY TRUSTEE SPECIFIC CODE]" in the field
"[IDENTIFY THE
FIELD NAME FOR TRUSTEE]" which identifies the Trustee and (b) the
code
"[IDENTIFY SERIES SPECIFIC CODE NUMBER]" in the field "Pool Field"
which
identifies the series of the Certificates issued in connection with
such
Mortgage Loans. The Depositor further agrees that it will not, and
will not
permit any Servicer to, and each Servicer agrees that it will not,
alter the
codes referenced in this paragraph with respect to any Mortgage
Loan during the
term of this Agreement unless and until such Mortgage Loan is
repurchased in
accordance with the terms of this Agreement.
(c) The Trustee is authorized to appoint any bank or trust
company
approved by the Depositor as Custodian of the documents or
instruments referred
to in this Section 2.01, and to enter into a Custodial Agreement
for such
purpose and any documents delivered thereunder shall be delivered
to the related
Custodian and any Officer's Certificates delivered with respect
thereto shall be
delivered to the Trustee and the related Custodian.
(d) It is the express intent of the parties to this Agreement that
the
conveyance of the Mortgage Loans by the Depositor to the Trustee as
provided in
this Section 2.01 be, and be construed as, a sale of the Mortgage
Loans by the
Depositor to the Trustee. It is, further, not the intention of the
parties to
this Agreement that such conveyance be deemed a pledge of the
Mortgage Loans by
the Depositor to the Trustee to secure a debt or other obligation
of the
Depositor. However, in the event that, notwithstanding the intent
of the parties
to this Agreement, the Mortgage Loans are held to be the property
of the
Depositor, or if for any other reason this Agreement is held or
deemed to create
a security interest in the Mortgage Loans then (a) this Agreement
shall also be
deemed to be a security agreement within the meaning of Articles 8
and 9 of the
New York Uniform Commercial Code; (b) the conveyance provided for
in this
Section 2.01 shall be deemed to be a grant by the Depositor to the
Trustee for
the benefit of the Certificateholders of a security interest in all
of the
Depositor's right, title and interest in and to the Mortgage Loans
and all
amounts payable to the holders of the Mortgage Loans in accordance
with the
terms thereof and all proceeds of the conversion, voluntary or
involuntary, of
the foregoing into cash, instruments, securities or other property,
including
without limitation all amounts, other than investment earnings,
from time to
time held or invested in the Certificate Account, whether in the
form of cash,
instruments, securities or other property; (c) the possession by
the Trustee or
any Custodian of such items of property and such other items of
property as
constitute instruments, money, negotiable documents or chattel
paper shall be
deemed to be "in possession by the secured party" for purposes of
perfecting the
security interest pursuant to Section 9-305 of the New York Uniform
Commercial
Code; and (d) notifications to persons holding such property,
and
acknowledgments, receipts or confirmations from persons holding
such property,
shall be deemed notifications to, or acknowledgments, receipts or
confirmations
from, financial intermediaries, bailees or agents (as applicable)
of the Trustee
for the benefit of the Certificateholders for the purpose of
perfecting such
security interest under applicable law (except that nothing in this
clause (e)
shall cause any person to be deemed to be an agent of the Trustee
for any
purpose other than for perfection of such security interests
unless, and then
only to the extent, expressly appointed and authorized by the
Trustee in
writing). The Depositor and the Trustee, upon directions from the
Depositor,
shall, to the extent consistent with this Agreement, take such
actions as may be
necessary to ensure that, if this Agreement were deemed to create a
security
interest in the Mortgage Loans, such security interest would be
deemed to be a
perfected security interest of first priority under applicable law
and will be
maintained as such throughout the term of this Agreement.
(e) The Depositor hereby sells, transfers, assigns, sets over
and
otherwise conveys to the Trustee in trust for the benefit of
the
Certificateholders, without recourse, all right, title and interest
in such
Subsequent Mortgage Loans (which does not include servicing
rights), including
all interest and principal due on or with respect to such
Subsequent Mortgage
Loans on or after the related Subsequent Transfer Date and all
interest and
principal payments on such Subsequent Mortgage Loans received prior
to the
Subsequent Transfer Date in respect of installments of interest and
principal
due thereafter, but not including principal and interest due on
such Subsequent
Mortgage Loans prior to the related Subsequent Transfer Date, any
insurance
policies in respect of such Subsequent Mortgage Loans and all
proceeds of any of
the foregoing.
(f) Upon one Business Day's prior written notice to the Trustee,
the
Servicers and the Rating Agencies, on any Business Day during the
Pre-Funding
Period designated by the Depositor, the Depositor, DLJMC, the
Servicers and the
Trustee shall complete, execute and deliver a Subsequent Transfer
Agreement so
long as no Rating Agency has provided notice that the execution and
delivery of
such Subsequent Transfer Agreement will result in a reduction or
withdrawal of
the ratings assigned to the Certificates.
The transfer of Subsequent Mortgage Loans and the other property
and
rights relating to them on a Subsequent Transfer Date is subject to
the
satisfaction of each of the following conditions:
(i) each Subsequent Mortgage Loan conveyed on such Subsequent
Transfer Date satisfies the representations and warranties
applicable
to it under this Agreement as of the applicable Subsequent
Transfer
Date; provided, however, that with respect to a breach of a
representation and warranty with respect to a Subsequent Mortgage
Loan,
the obligation under Section 2.03(f) of this Agreement of the
Seller to
cure, repurchase or replace such Subsequent Mortgage Loan shall
constitute the sole remedy against the Seller respecting such
breach
available to Certificateholders, the Depositor or the Trustee;
(ii) the Trustee and the Rating Agencies are provided with an
Opinion of Counsel or Opinions of Counsel, at the expense of
the
Depositor, stating that each REMIC in the Trust Fund is and
shall
continue to qualify as a REMIC following the transfer of the
Subsequent
Mortgage Loans, to be delivered as provided pursuant to Section
2.01(g);
(iii) the Rating Agencies and the Trustee are provided with an
Opinion of Counsel or Opinions of Counsel, at the expense of
the
Depositor, confirming that the transfer of the Subsequent
Mortgage
Loans conveyed on such Subsequent Transfer Date is a true sale, to
be
delivered as provided pursuant to Section 2.01(g);
(iv) the execution and delivery of such Subsequent Transfer
Agreement or conveyance of the related Subsequent Mortgage Loans
does
not result in a reduction or withdrawal of any ratings assigned to
the
Certificates by the Rating Agencies;
(v) no Subsequent Mortgage Loan conveyed on such Subsequent
Transfer Date is 30 or
more days contractually delinquent as of such
date;
(vi) the remaining term to stated maturity of such Subsequent
Mortgage Loan does not exceed 30 years for fully amortizing loans
or 15
years for balloon loans;
(vii) such Subsequent Mortgage Loan does not have a Net
Mortgage Rate less than [__________]% per annum;
(viii) the Depositor shall have deposited in the Collection
Account all principal and interest collected with respect to
the
related Subsequent Mortgage Loans on or after the related
Subsequent
Transfer Date;
(ix) such Subsequent Mortgage Loan does not have a Combined
Loan-to-Value Ratio greater than [__________]%;
(x) such Subsequent Mortgage Loan has a principal balance not
greater than $[__________];
(xi) no Subsequent Mortgage Loan shall have a final maturity
date after [__________];
(xii) such Subsequent Mortgage Loan is secured by a first or
second lien;
(xiii) such Subsequent Mortgage Loan is otherwise acceptable
to the Rating Agencies;
(xiv) [reserved];
(xv) following the conveyance of such Subsequent Mortgage
Loans on such Subsequent Transfer Date the characteristics of
the
Mortgage Loans (based on the Initial Mortgage Loans as of the
Cut-off
Date and the Subsequent Mortgage Loans as of their related
Subsequent
Transfer Date) will be as follows:
A. a
weighted average Mortgage Rate of at least
[__________]% per annum;
B. a weighted
average remaining term to stated maturity
of less than [__________] months;
C. a
weighted average Combined Loan-to-Value Ratio of
not more than [__________]%;
D. a
weighted average credit score of at least
[__________];
E. no
more than [__________]% of the Mortgage Loans by
aggregate Cut-off Date Principal Balance are balloon
loans;
F. no
more than [__________]% of the Mortgage Loans by
aggregate Cut-off Date Principal Balance are
concentrated in one state; and
G. no
more than [__________]% of the Mortgage Loans by
aggregate Cut-off Date Principal Balance relate to
non-owner occupied properties;
(xvi) neither the Seller nor the Depositor shall be insolvent
or shall be rendered insolvent as a result of such transfer;
(xvii) no Event of Default has occurred hereunder; and
(xviii) the Depositor shall have delivered to the Trustee an
Officer's Certificate confirming the satisfaction of each of
these
conditions precedent.
(g) Upon (1) delivery to the Trustee by the Depositor of the
Opinions
of Counsel referred to in Sections 2.01(f)(ii) and (iii), (2)
delivery to the
Trustee by the Depositor of a revised Mortgage Loan Schedule
reflecting the
Subsequent Mortgage Loans conveyed on such Subsequent Transfer Date
and the
related Subsequent Mortgage Loans and (3) delivery to the Trustee
by the
Depositor of an Officer's Certificate confirming the satisfaction
of each of the
conditions precedent set forth in Section 2.01(f), the Trustee
shall remit to
the Depositor the Aggregate Subsequent Transfer Amount related to
the Subsequent
Mortgage Loans transferred by the Depositor on such Subsequent
Transfer Date
from funds in the Pre-Funding Account.
The Trustee shall not be required to investigate or otherwise
verify
compliance with the conditions set forth in the preceding
paragraph, except for
its own receipt of documents specified above, and shall be entitled
to rely on
the required Officer's Certificate.
SECTION 2.02 Acceptance by the Trustee.
The Trustee acknowledges receipt by itself or the Custodians of
the
documents identified in the Initial Certification in the form
annexed hereto as
Exhibit G and declares that it or the Custodians on its behalf hold
and will
hold the documents delivered to it or the Custodians, respectively,
constituting
the Mortgage Files, and that it or the related Custodian holds or
will hold such
other assets as are included in the Trust Fund, in trust for the
exclusive use
and benefit of all present and future Certificateholders. The
Trustee
acknowledges that it or the related Custodian will maintain
possession of the
Mortgage Notes in the State of Texas, the State of Illinois or the
State of
California, as directed by the Seller, unless otherwise permitted
by the Rating
Agencies.
Each Custodian is required under the related Custodial Agreement
to
execute and deliver on the Closing Date to the Depositor, the
Seller, the
Trustee and the Servicers an Initial Certification in the form
annexed hereto as
Exhibit G with respect to the Mortgage Loans delivered to such
Custodian. The
Trustee shall deliver on the Closing Date to the Depositor, the
Seller, the
Trustee and the Servicers an Initial Certification in the form
annexed hereto as
Exhibit G with respect to the Mortgage Loans delivered to the
Trustee. Based on
its respective review and examination, and only as to the documents
identified
in such related Initial Certification, pursuant to the Custodial
Agreement, each
Custodian will acknowledge that such documents delivered to it
appear regular on
their face and relate to such Mortgage Loan and pursuant to this
Agreement the
Trustee will acknowledge that such documents delivered to it appear
regular on
their face and relate to such Mortgage Loan. Neither the Trustee
nor the
Custodians shall be under any duty or obligation to inspect, review
or examine
said documents, instruments, certificates or other papers to
determine that the
same are genuine, enforceable or appropriate for the represented
purpose or that
they have actually been recorded in the real estate records or that
they are
other than what they purport to be on their face.
Not later than 90 days after the Closing Date, the Trustee and
the
Custodians are each required to deliver to the Depositor, the
Seller, the
Trustee and the Servicers a Final Certification with respect to the
Mortgage
Loans delivered to it in the form annexed hereto as Exhibit H, with
any
applicable exceptions noted thereon.
If, in the course of such review, the Trustee or a Custodian,
as
applicable, finds any document constituting a part of a Mortgage
File which does
not meet the requirements of Section 2.01, the Trustee or, pursuant
to the
related Custodial Agreement, the related Custodian, will list such
as an
exception in the Final Certification; provided, however, that
neither the
Trustee nor the Custodians shall make any determination as to
whether (i) any
endorsement is sufficient to transfer all right, title and interest
of the party
so endorsing, as noteholder or assignee thereof, in and to that
Mortgage Note or
(ii) any assignment is in recordable form or is sufficient to
effect the
assignment of and transfer to the assignee thereof under the
mortgage to which
the assignment relates.
The Seller shall promptly correct or cure such defect within 120
days
from the date it was so notified of such defect and, if the Seller
does not
correct or cure such defect within such period and such defect
materially and
adversely affects the interests of the Certificateholders in the
related
Mortgage Loan, the Seller shall either (a) substitute for the
related Mortgage
Loan a Qualified Substitute Mortgage Loan, which substitution shall
be
accomplished in the manner and subject to the conditions set forth
in Section
2.03, or (b) purchase such Mortgage Loan from the Trustee within
120 days from
the date the Seller was notified of such defect in writing at the
Repurchase
Price of such Mortgage Loan; provided, however, that in no event
shall such
substitution or repurchase occur more than 540 days from the
Closing Date,
except that if the substitution or repurchase of a Mortgage Loan
pursuant to
this provision is required by reason of a delay in delivery of any
documents by
the appropriate recording office, then such substitution or
repurchase shall
occur within 720 days from the Closing Date; and further provided,
that the
Seller shall have no liability for recording any Assignment of
Mortgage in favor
of the Trustee or for the Trustee's failure to record such
Assignment of
Mortgage, and the Seller shall not be obligated to repurchase or
cure any
Mortgage Loan solely as a result of the Trustee's failure to record
such
Assignment of Mortgage. The Trustee shall deliver written notice to
each Rating
Agency within 360 days from the Closing Date indicating each
Mortgage Loan (a)
the Assignment of Mortgage which has not been returned by the
appropriate
recording office or (b) as to which there is a dispute as to
location or status
of such Mortgage Loan. Such notice shall be delivered every 90 days
thereafter
until the Assignment of Mortgage for the related Mortgage Loan is
returned to
the Trustee or the dispute as to location or status has been
resolved. Any such
substitution pursuant to (a) above shall not be effected prior to
the delivery
to the Trustee of the Opinion of Counsel required by Section 2.05
hereof, if
any, and any substitution pursuant to (a) above shall not be
effected prior to
the additional delivery to the Trustee of a Request for Release
substantially in
the form of Exhibit M. No substitution is permitted to be made in
any calendar
month after the Determination Date for such month. The Repurchase
Price for any
such Mortgage Loan shall be deposited by the Seller in the
Certificate Account
on or prior to the Business Day immediately preceding such
Distribution Date in
the month following the month of repurchase and, upon receipt of
such deposit
and certification with respect thereto in the form of Exhibit M
hereto, the
Trustee shall release the related Mortgage File to the Seller and
shall execute
and deliver at such entity's request such instruments of transfer
or assignment
prepared by such entity, in each case without recourse, as shall be
necessary to
vest in such entity, or a designee, the Trustee's interest in any
Mortgage Loan
released pursuant hereto. 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(R) 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(R) System
in accordance with MERS' rules and regulations.
Pursuant to the related Custodial Agreement, the related Custodian
is
required to execute and deliver on the Subsequent Transfer Date to
the
Depositor, the Seller, the Trustee and the Servicers an Initial
Certification in
the form annexed hereto as Exhibit G. Based on its review and
examination, and
only as to the documents identified in such Initial Certification,
the related
Custodian shall acknowledge that such documents appear regular on
their face and
relate to such Subsequent Mortgage Loan. Neither the Trustee nor
the related
Custodian shall be under a duty or obligation to inspect, review or
examine said
documents, instruments, certificates or other papers to determine
that the same
are genuine, enforceable or appropriate for the represented purpose
or that they
have actually been recorded in the real estate records or that they
are other
than what they purport to be on their face.
Pursuant to the related Custodial Agreement, not later than 90
days
after the end of the Pre-Funding Period, the related Custodian is
required to
deliver to the Depositor, the Seller, the Trustee and the related
Servicer a
Final Certification with respect to the Subsequent Mortgage Loans
in the form
annexed hereto as Exhibit H with any applicable exceptions noted
thereon.
If, in the course of such review of the Mortgage Files relating to
the
Subsequent Mortgage Loans, the related Custodian finds any document
constituting
a part of a Mortgage File which does not meet the requirements of
Section 2.01,
pursuant to the related Custodial Agreement, the related Custodian
will be
required to list such as an exception in the Final Certification;
provided,
however that neither the Trustee nor the related Custodian shall
make any
determination as to whether (i) any endorsement is sufficient to
transfer all
right, title and interest of the party so endorsing, as noteholder
or assignee
thereof, in and to that Mortgage Note or (ii) any assignment is in
recordable
form or is sufficient to effect the assignment of and transfer to
the assignee
thereof under the mortgage to which the assignment relates. The
Seller shall
cure any such defect or repurchase or substitute for any such
Mortgage Loan in
accordance with Section 2.02(a).
It is understood and agreed that the obligation of the Seller to
cure,
substitute for or to repurchase any Mortgage Loan which does not
meet the
requirements of Section 2.01 shall constitute the sole remedy
respecting such
defect available to the Trustee, the Depositor and any
Certificateholder against
the Seller.
The Trustee shall pay to each Custodian from time to time
reasonable
compensation for all services rendered by it hereunder or under the
related
Custodial Agreement, and the Trustee shall pay or reimburse each
Custodian upon
its request for all reasonable expenses, disbursements and advances
incurred or
made by such Custodian in accordance with any of the provisions of
this
Agreement or the related Custodial Agreement, except any such
expense,
disbursement or advance as may arise from its negligence or bad
faith.
SECTION 2.03 Representations and Warranties of the Seller, the
Servicers and the Special Servicer.
(a) The Seller hereby makes the representations and warranties
applicable to it set forth in Schedule II hereto, and by this
reference
incorporated herein, to the Depositor and the Trustee, as of the
Closing Date,
or if so specified therein, as of the Cut-off Date or such other
date as may be
specified.
(b) [______], in its capacity as Servicer, hereby makes the
representations and warranties applicable to it set forth in
Schedule IIIA
hereto, and by this reference incorporated herein, to the Depositor
and the
Trustee, as of the Closing Date, or if so specified therein, as of
the Cut-off
Date or such other date as may be specified.
(c) [______], in its capacity as Servicer, hereby makes the
representations and warranties applicable to it set forth in
Schedule IIIB
hereto, and by this reference incorporated herein, to the Depositor
and the
Trustee, as of the Closing Date, or if so specified therein, as of
the Cut-off
Date or such other date as may be specified.
(d) [______], in its capacity as Servicer, hereby makes the
representations and warranties applicable to it set forth in
Schedule IIIC
hereto, and by this reference incorporated herein, to the Depositor
and the
Trustee, as of the Closing Date, or if so specified therein, as of
the Cut-off
Date or such other date as may be specified.
(e) [______], in its capacity as Special Servicer, hereby makes
the
representations and warranties applicable to it set forth in
Schedule IIID
hereto, and by this reference incorporated herein, to the Depositor
and the
Trustee, as of the Closing Date, or if so specified therein, as of
the Cut-off
Date or such other date as may be specified.
(f) Each of
[______], [______], [______] and [______], in their
capacity as Servicers and Special Servicer, as applicable, will use
its
reasonable efforts to become a member of MERS in good standing, and
will comply
in all material respects with the rules and procedures of MERS in
connection
with the servicing of the Mortgage Loans that are registered with
MERS.
(g) The Seller hereby makes the representations and warranties
set
forth in Schedule IV as applicable hereto, and by this reference
incorporated
herein, to the Trustee, as of the Closing Date, or the Subsequent
Transfer Date,
as applicable, or if so specified therein, as of the Cut-off Date
or such other
date as may be specified.
(h) Upon discovery by any of the parties hereto of a breach of
a
representation or warranty made pursuant to Section 2.03(g) that
materially and
adversely affects the interests of the Certificateholders in any
Mortgage Loan,
the party discovering such breach shall give prompt notice thereof
to the other
parties. The Seller hereby covenants that within 120 days of the
earlier of its
discovery or its receipt of written notice from any party of a
breach of any
representation or warranty made by it pursuant to Section 2.03(g)
which
materially and adversely affects the interests of the
Certificateholders in any
Mortgage Loan sold by the Seller to the Depositor, it shall cure
such breach in
all material respects, and if such breach is not so cured, shall,
(i) if such
120-day period expires prior to the second anniversary of the
Closing Date,
remove such Mortgage Loan (a "Deleted Mortgage Loan") from the
Trust Fund and
substitute in its place a Qualified Substitute Mortgage Loan, in
the manner and
subject to the conditions set forth in this Section; or (ii)
repurchase the
affected Mortgage Loan from the Trustee at the Repurchase Price in
the manner
set forth below; provided, however, that any such substitution
pursuant to (i)
above shall not be effected prior to the delivery to the Trustee of
the Opinion
of Counsel required by Section 2.05 hereof, if any, and any such
substitution
pursuant to (i) above shall not be effected prior to the additional
delivery to
the Trustee of a Request for Release substantially in the form of
Exhibit M and
the Mortgage File for any such Qualified Substitute Mortgage Loan.
The Seller
shall promptly reimburse the Trustee for any actual out-of-pocket
expenses
reasonably incurred by the Trustee in respect of enforcing the
remedies for such
breach. With respect to any representation and warranties described
in this
Section which are made to the best of a Seller's knowledge if it is
discovered
by the Depositor, the Seller or the Trustee that the substance of
such
representation and warranty is inaccurate and such inaccuracy
materially and
adversely affects the value of the related Mortgage Loan or the
interests of the
Certificateholders therein, notwithstanding the Seller's lack of
knowledge with
respect to the substance of such representation or warranty, such
inaccuracy
shall be deemed a breach of the applicable representation or
warranty.
With respect to any Qualified Substitute Mortgage Loan or Loans,
the
Seller shall deliver to the Trustee for the benefit of the
Certificateholders
the Mortgage Note, the Mortgage, the related assignment of the
Mortgage, and
such other documents and agreements as are required by Section
2.01(b), with the
Mortgage Note endorsed and the Mortgage assigned as required by
Section 2.01. No
substitution is permitted to be made in any calendar month after
the
Determination Date for such month. Scheduled Payments due with
respect to
Qualified Substitute Mortgage Loans in the month of substitution
shall not be
part of the Trust Fund and will be retained by the Seller on the
next succeeding
Distribution Date. For the month of substitution, distributions
to
Certificateholders will include the monthly payment due on any
Deleted Mortgage
Loan for such month and thereafter the Seller shall be entitled to
retain all
amounts received in respect of such Deleted Mortgage Loan. The
Seller shall
amend the Mortgage Loan Schedule for the benefit of the
Certificateholders to
reflect the removal of such Deleted Mortgage Loan and the
substitution of the
Qualified Substitute Mortgage Loan or Loans and the Seller shall
deliver the
amended Mortgage Loan Schedule to the Trustee. Upon such
substitution, the
Qualified Substitute Mortgage Loan or Loans shall be subject to the
terms of
this Agreement in all respects, and the Seller shall be deemed to
have made with
respect to such Qualified Substitute Mortgage Loan or Loans, as of
the date of
substitution, the representations and warranties made pursuant to
Section
2.03(g) with respect to such Mortgage Loan. Upon any such
substitution and the
deposit to the Certificate Account of the amount required to be
deposited
therein in connection with such substitution as described in the
following
paragraph, the Trustee shall release the Mortgage File held for the
benefit of
the Certificateholders relating to such Deleted Mortgage Loan to
the Seller and
shall execute and deliver at the Seller's direction such
instruments of transfer
or assignment prepared by the Seller, in each case without
recourse, as shall be
necessary to vest title in the Seller, or its designee, the
Trustee's interest
in any Deleted Mortgage Loan substituted for pursuant to this
Section 2.03.
For any month in which the Seller substitutes one or more
Qualified
Substitute Mortgage Loans for one or more Deleted Mortgage Loans,
the Trustee
shall determine the amount (if any) by which the aggregate
principal balance of
all such Qualified Substitute Mortgage Loans as of the date of
substitution is
less than the aggregate Stated Principal Balance of all such
Deleted Mortgage
Loans (after application of the scheduled principal portion of the
monthly
payments due in the month of substitution). The amount of such
shortage (the
"Substitution Adjustment Amount") plus an amount equal to the sum
of (i) the
aggregate of any unreimbursed Advances with respect to such Deleted
Mortgage
Loans and (ii) any costs and damages actually incurred and paid by
or on behalf
of the Trust in connection with any breach of the representation
and warranty
set forth in Schedule IV (xx) as the result of a violation of a
predatory or
abusive lending law applicable to such Mortgage Loan shall be
deposited in the
Certificate Account by the Seller on or before the Business Day
immediately
preceding the Distribution Date in the month succeeding the
calendar month
during which the related Mortgage Loan became required to be
repurchased or
replaced hereunder.
In the event that the Seller shall have repurchased a Mortgage
Loan,
the Repurchase Price therefor shall be deposited in the Certificate
Account on
or before the Business Day immediately preceding the Distribution
Date in the
month following the month during which the Seller became obligated
hereunder to
repurchase or replace such Mortgage Loan and upon such deposit of
the Repurchase
Price, the delivery of the Opinion of Counsel if required by
Section 2.05 and
receipt of a Request for Release in the form of Exhibit M hereto,
the Trustee
shall release the related Mortgage File held for the benefit of
the
Certificateholders to such Person, and the Trustee shall execute
and deliver at
such Person's direction such instruments of transfer or assignment
prepared by
such Person, in each case without recourse, as shall be necessary
to transfer
title from the Trustee. It is understood and agreed that the
obligation under
this Agreement of any Person to cure, repurchase or substitute any
Mortgage Loan
as to which a breach has occurred and is continuing shall
constitute the sole
remedy against such Persons respecting such breach available to
Certificateholders, the Depositor or the Trustee on their
behalf.
The
representations and warranties made pursuant to this Section
2.03
shall survive delivery of the respective Mortgage Files to the
Trustee for the
benefit of the Certificateholders.
SECTION 2.04 Representations and Warranties of the Depositor as to
the
Mortgage Loans.
The Depositor hereby represents and warrants to the Trustee
with
respect to the Mortgage Loans that, as of the Closing Date,
assuming good title
has been conveyed to the Depositor, the Depositor had good title to
the Mortgage
Loans and Mortgage Notes, and did not encumber the Mortgage Loans
during its
period of ownership thereof, other than as contemplated by the
Agreement.
It is understood and agreed that the representations and warranties
set
forth in this Section 2.04 shall survive delivery of the Mortgage
Files to the
Trustee.
SECTION 2.05 Delivery of Opinion of Counsel in Connection with
Substitutions.
Notwithstanding any contrary provision of this Agreement, no
substitution pursuant to Section 2.02 shall be made more than 120
days after the
Closing Date unless the Seller delivers to the Trustee an Opinion
of Counsel,
which Opinion of Counsel shall not be at the expense of either the
Trustee or
the Trust Fund, addressed to the Trustee, to the effect that such
substitution
will not (i) result in the imposition of the tax on "prohibited
transactions" on
the Trust Fund or contributions after the Startup Date, as defined
in Sections
860F(a)(2) and 860G(d) of the Code, respectively, or (ii) cause any
REMIC
created hereunder to fail to qualify as a REMIC at any time that
any
Certificates are outstanding.
SECTION 2.06 Execution and Delivery of Certificates.
The Trustee (or the related Custodian) acknowledges receipt of
the
items described in Section 2.02 of this Agreement and the documents
identified
in the Initial Certification in the form annexed hereto as Exhibit
G and,
concurrently with such receipt, has executed and delivered to or
upon the order
of the Depositor, the Certificates in authorized denominations
evidencing
directly or indirectly the entire ownership of the Trust Fund. The
Trustee
agrees to hold the Trust Fund and exercise the rights referred to
above for the
benefit of all present and future Holders of the Certificates and
to perform the
duties set forth in this Agreement to the best of its ability, to
the end that
the interests of the Holders of the Certificates may be adequately
and
effectively protected.
SECTION 2.07 REMIC Matters.
The Preliminary Statement sets forth the designations and
"latest
possible maturity date" for federal income tax purposes of all
interests created
hereby. The "Startup Day" for purposes of the REMIC Provisions
shall be the
Closing Date. The REMIC 1 Regular Interests shall be designated as
the "regular
interests" in REMIC 1. The REMIC 2 Regular Interests shall be
designated as the
"regular interests" in REMIC 2. The Class A-1, Class A-2A, Class
A-2B, Class
A-3, Class A-4, Class M-1, Class M-2, Class M-3, Class M-4, Class
M-5, Class
M-6, Class M-7, Class M-8, Class M-9A, Class M-9F, Class B-1, Class
B-2, Class
P, Class X-1 and Class X-S Certificates shall be designated as the
"regular
interests" in REMIC 3. The Class A-RL Certificates will constitute
the sole
class of residual interests in REMIC 1 and the Class A-R
Certificates will
represent beneficial ownership of two residual interests, Class R-2
Interest and
Class R-3 Interest, each of which will constitute the sole class of
residual
interests in each of REMIC 2 and REMIC 3, respectively. The Trustee
shall not
permit the creation of any "interests" (within the meaning of
Section 860G of
the Code) in REMIC 1, REMIC 2 or REMIC 3 other than the
Certificates, the REMIC
1 Regular Interests or the REMIC 2 Regular Interests. The "tax
matters person"
with respect to each of REMIC 1, REMIC 2 and REMIC 3 shall be the
Holder of the
Class A-R Certificate and Class A-RL Certificate at any time
holding the largest
Percentage Interest thereof in the manner provided under Treasury
regulations
section 1.860F-4(d) and Treasury regulations section
301.6231(a)(7)-1. The
fiscal year for each REMIC shall be the calendar year. In addition,
the Class
X-1 Certificateholders shall be deemed to have entered into a
contractual
arrangement with the Class A-R Certificateholders or Class A-RL
Certificateholders whereby the Class A-R Certificateholders or
Class A-RL
Certificateholders agree to pay to the Class X-1 Certificateholders
on each
Distribution Date amounts that would, in the absence of such
contractual
agreement, be distributable with respect to the residual interest
in REMIC 1,
REMIC 2 and REMIC 3 pursuant to Section 4.02(b)(iv)P. (which
amounts are
expected to be zero).
SECTION 2.08 Covenants of each Servicer.
[________] shall comply in the performance of its obligations
under
this Agreement with all reasonable rules and requirements of the
Credit
Insurance Provider as set forth in the Credit Insurance Policy.
Each respective Servicer hereby covenants to the Depositor and
the
Trustee that no written information, certificate of an officer,
statement
furnished in writing or written report prepared by such Servicer
and delivered
to the Depositor, any affiliate of the Depositor or the Trustee and
prepared by
such Servicer pursuant to this Agreement will contain any untrue
statement of a
material fact.
SECTION 2.09 Conveyance of REMIC Regular Interests and Acceptance
of
REMIC 1, REMIC 2 and REMIC 3 by the Trustee; Issuance of
Certificates.
(a) The Depositor, concurrently with the execution and delivery
hereof,
does hereby transfer, assign, set over and otherwise convey in
trust to the
Trustee without recourse all the right, title and interest of the
Depositor in
and to the REMIC 1 Regular Interests for the benefit of the Holder
of the REMIC
2 Regular Interests and the Holders of the Class R-2 Interest. The
Trustee
acknowledges receipt of the REMIC 1 Regular Interests (each of
which is
uncertificated) and declares that it holds and will hold the same
in trust for
the exclusive use and benefit of the Holders of the REMIC 2 Regular
Interests
and Holder of the Class R-2 Interest. The interests evidenced by
the Class R-2
Interest, together with the REMIC 2 Regular Interests, constitute
the entire
beneficial ownership interest in REMIC 2.
(b) The Depositor, concurrently with the execution and delivery
hereof,
does hereby transfer, assign, set over and otherwise convey in
trust to the
Trustee without recourse all the right, title and interest of the
Depositor in
and to the REMIC 2 Regular Interests for the benefit of the Holders
of the
Regular Certificates and the Class R-3 Interest. The Trustee
acknowledges
receipt of the REMIC 2 Regular Interests (each of which is
uncertificated) and
declares that it holds and will hold the same in trust for the
exclusive use and
benefit of the Holders of the Regular Certificates and of the Class
R-3
Interest. The interests evidenced by the Class R-3 Interest,
together with the
Regular Certificates, constitute the entire beneficial ownership
interest in
REMIC 3.
(c) In exchange for the REMIC 2 Regular Interests and,
concurrently
with the assignment to the Trustee thereof, pursuant to the written
request of
the Depositor executed by an officer of the Depositor, the Trustee
has executed,
authenticated and delivered to or upon the order of the Depositor,
the Regular
Certificates in authorized denominations evidencing (together with
the Class R-3
Interest) the entire beneficial ownership interest in REMIC 3.
(d) Concurrently with (i) the assignment and delivery to the
Trustee of
REMIC 1 (including the Residual Interest therein represented by the
Class A-RL
Certificates) and the acceptance by the Trustee thereof, pursuant
to Section
2.01, Section 2.02 and Section 2.09(a); (ii) the assignment and
delivery to the
Trustee of REMIC 2 (including the Residual Interest therein
represented by the
Class R-2 Interest) and the acceptance by the Trustee thereof,
pursuant to
Section 2.09(b) and the assignment and delivery to the Trustee of
REMIC 3
(including the Residual Interest therein represented by the Class
R-3 Interest)
and the acceptance by the Trustee thereof, pursuant to Section
2.09(c), the
Trustee, pursuant to the written request of the Depositor executed
by an officer
of the Depositor, has executed, authenticated and delivered to or
upon the order
of the Depositor, the Regular Certificates and the Class A-RL and
the Class A-R
Certificates in authorized denominations evidencing the Class R-2
Interest and
the Class R-3 Interest.
SECTION 2.10 Purposes and Powers of the Trust.
The purpose of the common law trust, as created hereunder, is to
engage
in the following activities:
(a) acquire and hold the Mortgage Loans and the other assets of
the
Trust Fund and the proceeds therefrom;
(b) to issue the Certificates sold to the Depositor in exchange for
the
Mortgage Loans;
(c) to make payments on the Certificates;
(d) to engage in those activities that are necessary, suitable
or
convenient to accomplish the foregoing or are incidental thereto or
connected
therewith; and
(e) subject to compliance with this Agreement, to engage in such
other
activities as may be required in connection with conservation of
the Trust Fund
and the making of distributions to the Certificateholders.
The trust is hereby authorized to engage in the foregoing
activities.
The Trustee shall not cause the trust to engage in any activity
other than in
connection with the foregoing or other than as required or
authorized by the
terms of this Agreement while any Certificate is outstanding, and
this Section
2.10 may not be amended, without the consent of the
Certificateholders
evidencing 51% or more of the aggregate Voting Rights of the
Certificates.
<PAGE>
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
SECTION 3.01 Servicers to Service Mortgage Loans.
For and on
behalf of the Certificateholders, each Servicer shall
service and administer the Mortgage Loans in accordance with the
terms of this
Agreement and with Accepted Servicing Practices. The obligations of
each of
[______],[______] and [______] hereunder to service and administer
the Mortgage
Loans shall be limited to the [______] Serviced Loans, [______]
Serviced Loans
and [______] Serviced Loans, respectively; and with respect to the
duties and
obligations of each Servicer, references herein to the "Mortgage
Loans" or
"related Mortgage Loans" shall be limited to the [______] Serviced
Loans (and
the related proceeds thereof and related REO Properties), in the
case [______],
the [______] Serviced Loans (and the related proceeds thereof and
related REO
Properties), in the case of [______] and the [______] Serviced
Loans (and the
related proceeds thereof and related REO Properties), in the case
of [______],
and in no event shall any Servicer have any responsibility or
liability with
respect to any of the other Mortgage Loans. Notwithstanding
anything in this
Agreement, any Subservicing Agreement or the Credit Risk Management
Agreement to
the contrary, neither [______], [______], nor [______] shall have
any duty or
obligation to enforce any Credit Risk Management Agreement or to
supervise,
monitor or oversee the activities of the Credit Risk Manager under
its Credit
Risk Management Agreement with respect to any action taken or not
taken by
[______],[______] or [______], as applicable, pursuant to a
recommendation of
the Credit Risk Manager. In connection with such servicing and
administration,
each Servicer shall have full power and authority, acting alone
and/or through
Subservicers as provided in Section 3.02 hereof, to do or cause to
be done any
and all things that it may deem necessary or desirable in
connection with such
servicing and administration, including but not limited to, the
power and
authority, subject to the terms hereof (i) to execute and deliver,
on behalf of
the Certificateholders and the Trustee, customary consents or
waivers and other
instruments and documents, (ii) to consent to transfers of any
Mortgaged
Property and assumptions of the Mortgage Notes and related
Mortgages (but only
in the manner provided in this Agreement), (iii) to collect any
Insurance
Proceeds and other Liquidation Proceeds, and (iv) to effectuate
foreclosure or
other conversion of the ownership of the Mortgaged Property
securing any
Mortgage Loan; provided that a Servicer shall not take any action
that is
materially inconsistent with or materially prejudices the interests
of the Trust
Fund or the Certificateholders in any Mortgage Loan or the rights
and interests
of the Depositor, the Trustee or the Certificateholders under this
Agreement
unless such action is specifically called for by the terms hereof.
The Trustee
will provide a limited power of attorney to each Servicer, prepared
by each
Servicer and reasonably acceptable to the Trustee, to permit each
Servicer to
act on behalf of the Trustee under this Agreement. Each Servicer
hereby
indemnifies the Trustee for all costs and expenses incurred by the
Trustee in
connection with the negligent or willful misuse of such power of
attorney. Each
Servicer shall represent and protect the interests of the Trust
Fund in the same
manner as it protects its own interests in mortgage loans in its
own portfolio
in any claim, proceeding or litigation regarding a Mortgage Loan.
Each Servicer
further is hereby authorized and empowered in its own name or in
the name of the
Subservicer, when such Servicer or the Subservicer, as the case may
be, believes
it is appropriate in its best judgment to register any Mortgage
Loan on the
MERS(R) System, or cause the removal from the registration of any
Mortgage Loan
on the MERS(R) System, to execute and deliver, on behalf of the
Trustee and the
Certificateholders or any of them, any and all instruments of
assignment and
other comparable instruments with respect to such assignment or
re-recording of
a Mortgage in the name of MERS, solely as nominee for the Trustee
and its
successors and assigns. Any reasonable expenses incurred in
connection with the
actions described in the preceding sentence or as a result of MERS
discontinuing
or becoming unable to continue operations in connection with the
MERS(R) System,
shall be reimbursable by the Trust Fund to such Servicer.
Notwithstanding the
foregoing, subject to Section 3.05(a), the Servicers shall not make
or permit
any modification, waiver or amendment of any Mortgage Loan that
would both
constitute a sale or exchange of such Mortgage Loan within the
meaning of
Section 1001 of the Code and any proposed, temporary or final
regulations
promulgated thereunder (other than in connection with a proposed
conveyance or
assumption of such Mortgage Loan that is treated as a Principal
Prepayment in
Full pursuant to Section 3.10 hereof) which would cause any of
REMIC 1, REMIC 2,
REMIC 3 or REMIC 4 to fail to qualify as a REMIC. Without limiting
the
generality of the foregoing, each Servicer, in its own name or in
the name of
the Depositor and the Trustee, is hereby authorized and empowered
by the
Depositor and the Trustee, when such Servicer believes it
appropriate in its
reasonable judgment, to execute and deliver, on behalf of the
Trustee, the
Depositor, the Certificateholders or any of them, any and all
instruments of
satisfaction or cancellation, or of partial or full release or
discharge and all
other comparable instruments, with respect to the Mortgage Loans,
and with
respect to the Mortgaged Properties held for the benefit of the
Certificateholders. Each Servicer shall prepare and deliver to the
Depositor
and/or the Trustee such documents requiring execution and delivery
by either or
both of them as are necessary or appropriate to enable such
Servicer to service
and administer the Mortgage Loans to the extent that such Servicer
is not
permitted to execute and deliver such documents pursuant to the
preceding
sentence. Upon receipt of such documents and a written request
signed by an
authorized officer, the Depositor and/or the Trustee shall execute
such
documents and deliver them to such Servicer.
In accordance with the standards of the preceding paragraph,
each
Servicer shall advance or cause to be advanced funds as necessary
for the
purpose of effecting the payment of taxes and assessments on any
Mortgaged
Property (to the extent such Servicer has been notified that such
taxes or
assessments have not paid by the related Mortgagor or the owner or
the servicer
of the related First Mortgage Loan), which advances shall be
reimbursable in the
first instance from related collections from the Mortgagors
pursuant to Section
3.06, and further as provided in Section 3.08; provided, however,
that each
Servicer shall be required to advance only to the extent that such
advances, in
the good faith judgment of such Servicer, will be recoverable by
such Servicer
out of Insurance Proceeds, Liquidation Proceeds, or otherwise out
of the
proceeds of the related Mortgage Loan; and provided, further, that
such payments
shall be advanced within such time period required to avoid the
loss of the
Mortgaged Property by foreclosure of a tax or other lien. The costs
incurred by
a Servicer, if any, in effecting the timely payments of taxes and
assessments on
the Mortgaged Properties and related insurance premiums shall not,
for the
purpose of calculating monthly distributions to the
Certificateholders, be added
to the Stated Principal Balances of the related Mortgage Loans,
notwithstanding
that the terms of such Mortgage Loans so permit.
Subject to the provisions of the first paragraph of this Section,
the
Trustee shall execute, at the written request of a Servicer, and
furnish to such
Servicer and any Subservicer such documents as are necessary or
appropriate to
enable such Servicer or any Subservicer to carry out their
servicing and
administrative duties hereunder, and the Trustee hereby grants to
each Servicer
a power of attorney, to be completed in the form of Exhibit AA
hereto, to carry
out such duties. The Trustee shall not be liable for the actions of
the
Servicers or any Subservicers under such powers of attorney.
If the Mortgage relating to a Mortgage Loan had a lien senior to
the
Mortgage Loan on the related Mortgaged Property as of the Cut-off
Date, then the
related Servicer, in such capacity, may consent to the refinancing
of the prior
senior lien, provided that the following requirements are met:
(i) the resulting Combined Loan-to-Value Ratio of such
Mortgage Loan is no higher than the Combined Loan-to-Value Ratio
prior
to such refinancing; and
(ii) the interest rate, or, in the case of an adjustable rate
existing senior lien, the maximum interest rate, for the loan
evidencing the refinanced senior lien is no more than 2.0% higher
than
the interest rate or the maximum interest rate, as the case may be,
on
the loan evidencing the existing senior lien immediately prior to
the
date of such refinancing; and
(iii) the loan evidencing the refinanced senior lien is not
subject to negative amortization.
With respect to the Mortgage Loans, the Servicer of each Mortgage
Loan
agrees that, with respect to the Mortgagors of such Mortgage Loans,
such
Servicer for each Mortgage Loan shall furnish, in accordance with
the Fair
Credit Reporting Act and its implementing regulations, accurate and
complete
information on its borrower credit files to Equifax, Experian and
Trans Union
Credit Information Company on a monthly basis.
SECTION 3.02 Subservicing; Enforcement of the Obligations of
Subservicers.
(a) The Mortgage Loans may be subserviced by a Subservicer on
behalf of
the related Servicer in accordance with the servicing provisions of
this
Agreement, provided that the Subservicer is an approved Fannie Mae
or Freddie
Mac seller/servicer in good standing. A Servicer may perform any of
its
servicing responsibilities hereunder or may cause the Subservicer
to perform any
such servicing responsibilities on its behalf, but the use by such
Servicer of
the Subservicer shall not release such Servicer from any of its
obligations
hereunder and such Servicer shall remain responsible hereunder for
all acts and
omissions of the Subservicer as fully as if such acts and omissions
were those
of such Servicer. Each Servicer shall pay all fees and expenses of
any
Subservicer engaged by such Servicer from its own funds.
Notwithstanding the foregoing, each Servicer shall be entitled
to
outsource one or more separate servicing functions to a Person
(each, an
"Outsourcer") that does not meet the eligibility requirements for a
Subservicer,
so long as such outsourcing does not constitute the delegation of
such
Servicer's obligation to perform all or substantially all of the
servicing of
the related Mortgage Loans to such Outsourcer. In such event, the
use by a
Servicer of any such Outsourcer shall not release such Servicer
from any of its
obligations hereunder and such Servicer shall remain responsible
hereunder for
all acts and omissions of such Outsourcer as fully as if such acts
and omissions
were those of such Servicer, and such Servicer shall pay all fees
and expenses
of the Outsourcer from such Servicer's own funds.
(b) At the cost and expense of a Servicer, without any right of
reimbursement from the Depositor, Trustee, the Trust Fund, or the
Collection
Account, such Servicer shall be entitled to terminate the rights
and
responsibilities of its Subservicer and arrange for any
servicing
responsibilities to be performed by a successor Subservicer meeting
the
requirements set forth in Section 3.02(a), provided, however, that
nothing
contained herein shall be deemed to prevent or prohibit such
Servicer, at such
Servicer's option, from electing to service the related Mortgage
Loans itself.
In the event that a Servicer's responsibilities and duties under
this Agreement
are terminated pursuant to Section 7.01, and if requested to do so
by the
Trustee, such Servicer shall at its own cost and expense terminate
the rights
and responsibilities of its Subservicer as soon as is reasonably
possible. Each
Servicer shall pay all fees, expenses or penalties necessary in
order to
terminate the rights and responsibilities of its Subservicer from
such
Servicer's own funds without any right of reimbursement from the
Depositor,
Trustee, the Trust Fund, or the Collection Account.
(c) Notwithstanding any of the provisions of this Agreement
relating to
agreements or arrangements between a Servicer and its Subservicer,
a Servicer
and its Outsourcer, or any reference herein to actions taken
through the
Subservicer, the Outsourcer, or otherwise, no Servicer shall be
relieved of its
obligations to the Depositor, Trustee or Certificateholders and
shall be
obligated to the same extent and under the same terms and
conditions as if it
alone were servicing and administering the related Mortgage Loans.
Each Servicer
shall be entitled to enter into an agreement with its Subservicer
and Outsourcer
for indemnification of such Servicer or Outsourcer, as applicable,
by such
Subservicer and nothing contained in this Agreement shall be deemed
to limit or
modify such indemnification.
For purposes of this Agreement, a Servicer shall be deemed to
have
received any collections, recoveries or payments with respect to
the related
Mortgage Loans that are received by a related Subservicer or
Outsourcer, as
applicable, regardless of whether such payments are remitted by the
Subservicer
or Outsourcer, as applicable, to such Servicer.
Any Subservicing Agreement and any other transactions or
services
relating to the Mortgage Loans involving a Subservicer or an
Outsourcer shall be
deemed to be between the Subservicer or an Outsourcer, and related
Servicer
alone, and the Depositor, the Trustee, the Special Servicer and the
other
Servicer shall have no obligations, duties or liabilities with
respect to a
Subservicer including no obligation, duty or liability of the
Depositor and
Trustee or the Trust Fund to pay a Subservicer's fees and
expenses.
SECTION 3.03 [Reserved].
SECTION 3.04 Trustee to Act as Servicer.
(a) In the event that any Servicer shall for any reason no longer
be a
Servicer hereunder (including by reason of an Event of Default),
the Trustee or
its successor shall thereupon assume all of the rights and
obligations of such
Servicer hereunder arising thereafter (except that the Trustee
shall not be (i)
liable for losses of such Servicer pursuant to Section 3.09 hereof
or any acts
or omissions of the related predecessor Servicer hereunder, (ii)
obligated to
make Advances if it is prohibited from doing so by applicable law
or (iii)
deemed to have made any representations and warranties of such
Servicer
hereunder). Any such assumption shall be subject to Section 7.02
hereof.
Each Servicer shall, upon request of the Trustee, but at the
expense of
such Servicer, deliver to the assuming party all documents and
records relating
to each Subservicing Agreement or substitute Subservicing Agreement
and the
Mortgage Loans then being serviced thereunder and hereunder by such
Servicer and
an accounting of amounts collected or held by it and otherwise use
its best
efforts to effect the orderly and efficient transfer of the
substitute
Subservicing Agreement to the assuming party.
(b) [reserved].
SECTION 3.05 Collection of Mortgage Loans; Collection Accounts;
Certificate Account; Pre-Funding Account; Capitalized Interest
Account.
(a) Continuously from the date hereof until the principal and
interest
on all Mortgage Loans have been paid in full or such Mortgage Loans
have become
Liquidated Mortgage Loans, each Servicer shall proceed in
accordance with
Accepted Servicing Practices to collect all payments due under each
of the
related Mortgage Loans when the same shall become due and payable
to the extent
consistent with this Agreement and, consistent with such standard,
with respect
to Escrow Mortgage Loans, a Servicer shall ascertain and estimate
Escrow
Payments and all other charges that will become due and payable
with respect to
the Mortgage Loans and the Mortgaged Properties, to the end that
the
installments payable by the Mortgagors will be sufficient to pay
such charges as
and when they become due and payable. Consistent with the terms of
this
Agreement, each Servicer may also waive, modify or vary any term of
any Mortgage
Loan or consent to the postponement of strict compliance with any
such term or
in any manner grant indulgence to any Mortgagor if in such
Servicer's
determination such waiver, modification, postponement or indulgence
is not
materially adverse to the interests of the Certificateholders
(taking into
account any estimated Realized Loss that might result absent such
action);
provided, however, that such Servicer may not modify materially or
permit any
Subservicer to modify any Mortgage Loan (unless such Mortgage Loan
is in default
or, in the judgment of such Servicer, such default is reasonably
foreseeable),
including without limitation any modification that would change the
Mortgage
Rate, forgive the payment of any principal or interest (unless in
connection
with the liquidation of the related Mortgage Loan or except in
connection with
Principal Prepayments to the extent that such reamortization is not
inconsistent
with the terms of the Mortgage Loan), increase the principal
balance, or extend
the final maturity date of such Mortgage Loan, and, provided
however, that in no
event shall such modification reduce the interest rate on a
Mortgage Loan below
the rate at which the Servicing Fee with respect to such Mortgage
Loan accrues,
provided, further, no such modification will be granted without the
prior
consent of the Credit Insurance Provider if so required in the
Credit Insurance
Policy and provided, further, that any such waiver, modification,
postponement
or indulgence granted to a Mortgagor by a Servicer in connection
with its
servicing of the related First Mortgage Loan shall not be
considered relevant to
a determination of whether such Servicer has acted consistently
with the terms
and standards of this Agreement, so long as in such Servicer's
determination
such action is not materially adverse to the interests of the
Certificateholders. In the event of any such arrangement that
permits the
deferment of principal and interest payment on any Mortgage Loan,
the related
Servicer shall make Advances on the related Mortgage Loan in
accordance with the
provisions of Section 4.01 during the scheduled period in
accordance with the
amortization schedule of such Mortgage Loan without modification
thereof by
reason of such arrangements. Each Servicer shall not be required to
institute or
join in litigation with respect to collection of any payment
(whether under a
Mortgage, Mortgage Note or otherwise or against any public or
governmental
authority with respect to a taking or condemnation) if it
reasonably believes
that enforcing the provision of the Mortgage or other instrument
pursuant to
which such payment is required is prohibited by applicable law.
(b) Each
Servicer shall segregate and hold all funds collected and
received pursuant to a Mortgage Loan separate and apart from any of
its own
funds and general assets and shall establish and maintain one or
more Collection
Accounts, each of which shall be an Eligible Account, titled
"[Servicer's name],
in trust for the Holders of Credit Suisse First Boston Mortgage
Securities
Corp., Home Equity Mortgage Pass-Through Certificates, Series
____-__" or, if
established and maintained by a Subservicer on behalf of the
related Servicer,
"[Subservicer's name], in trust for [Servicer's name]" or
"[Subservicer's name],
as agent, trustee and/or bailee of principal and interest custodial
account for
[Servicer's name], its successors and assigns, for various owners
of interest in
[Servicer's name] mortgage-backed pools". Any funds deposited in a
Collection
Account shall at all times be either invested in Eligible
Investments or shall
be fully insured to the full extent permitted under applicable law.
Funds
deposited in a Collection Account may be drawn on by the applicable
Servicer in
accordance with Section 3.08.
Each Servicer shall deposit in the Collection Account within
two
Business Days of receipt and retain therein, the following
collections remitted
by Subservicers or payments received by such Servicer and payments
made by such
Servicer subsequent to the Cut-off Date, other than Scheduled
Payments due on or
before the Cut-off Date:
(i) all payments on account of principal on the Mortgage
Loans, including all Principal Prepayments;
(ii) all payments on account of interest on the Mortgage Loans
adjusted to the per annum rate equal to the Mortgage Rate reduced
by
the related Servicing Fee Rate;
(iii) all Liquidation Proceeds on the Mortgage Loans;
(iv) all Insurance Proceeds (including payments made by the
Credit Insurance Provider under the Credit Insurance Policy) on
the
Mortgage Loans including amounts required to be deposited pursuant
to
Section 3.09 (other than proceeds to be held in the Escrow Account
and
applied to the restoration or repair of the Mortgaged Property
or
released to the Mortgagor in accordance with Section 3.09);
(v) all Advances made by such Servicer pursuant to Section
4.01;
(vi) with respect to each Principal Prepayment on the Mortgage
Loans, the Compensating Interest Payment, if any, for the
related
Prepayment Period;
(vii) any amounts required to be deposited by such Servicer in
respect of net monthly income from REO Property pursuant to
Section
3.11; and
(viii) any other amounts required to be deposited hereunder
including all collected Prepayment Charges.
The foregoing requirements for deposit into each Collection
Account
shall be exclusive, it being understood and agreed that, without
limiting the
generality of the foregoing, Ancillary Income need not be deposited
by such
Servicer into such Collection Account. In addition, notwithstanding
the
provisions of this Section 3.05, each Servicer may deduct from
amounts received
by it, prior to deposit to the applicable Collection Account, any
portion of any
Scheduled Payment representing the applicable Servicing Fee. In the
event that a
Servicer shall remit any amount not required to be remitted, it may
at any time
withdraw or direct the institution maintaining the related
Collection Account to
withdraw such amount from such Collection Account, any provision
herein to the
contrary notwithstanding. Such withdrawal or direction may be
accomplished by
delivering written notice thereof to the Trustee or such other
institution
maintaining such Collection Account which describes the amounts
deposited in
error in such Collection Account. Each Servicer shall maintain
adequate records
with respect to all withdrawals made by it pursuant to this
Section. All funds
deposited in a Collection Account shall be held in trust for
the
Certificateholders until withdrawn in accordance with Section
3.08.
(c) On or prior to the Closing Date, the Trustee shall establish
and
maintain, on behalf of the Certificateholders, the Certificate
Account. The
Trustee shall, promptly upon receipt, deposit in the Certificate
Account and
retain therein the following:
(i) the aggregate amount remitted by each Servicer to the
Trustee pursuant to Section 3.08(viii);
(ii) any amount deposited by the Trustee pursuant to Section
3.05(d) in connection with any losses on Eligible Investments;
and
(iii) any other amounts deposited hereunder which are required
to be deposited in the Certificate Account.
In the event that a Servicer shall remit to the Trustee any amount
not
required to be remitted, it may at any time direct the Trustee to
withdraw such
amount from the Certificate Account, any provision herein to the
contrary
notwithstanding. Such direction may be accomplished by delivering
an Officer's
Certificate to the Trustee which describes the amounts deposited in
error in the
Certificate Account. All funds deposited in the Certificate Account
shall be
held by the Trustee in trust for the Certificateholders until
disbursed in
accordance with this Agreement or withdrawn in accordance with
Section 3.08(b).
In no event shall the Trustee incur liability for withdrawals from
the
Certificate Account at the direction of a Servicer.
(d) Each institution at which a Collection Account, the
Certificate
Account or the Pre-Funding Account is maintained shall either hold
such funds on
deposit uninvested or shall invest the funds therein as directed in
writing by
the related Servicer (in the case of a Collection Account), the
Trustee (in the
case of the Certificate Account) or the Depositor (in the case of
the
Pre-Funding Account), in Eligible Investments, which shall mature
not later than
(i) in the case of a Collection Account, the second Business Day
immediately
preceding the related Distribution Date and (ii) in the case of the
Certificate
Account and the Pre-Funding Account, the Business Day immediately
preceding the
Distribution Date and, in each case, shall not be sold or disposed
of prior to
its maturity. All income and gain net of any losses realized from
any such
balances or investment of funds on deposit in a Collection Account
shall be for
the benefit of the related Servicer as servicing compensation and
shall be
remitted to it monthly as provided herein. The amount of any
realized losses in
a Collection Account incurred in any such account in respect of any
such
investments shall promptly be deposited by the related Servicer in
the related
Collection Account. The Trustee in its fiduciary capacity shall not
be liable
for the amount of any loss incurred in respect of any investment or
lack of
investment of funds held in a Collection Account or the Pre-Funding
Account. All
income and gain net of any losses realized from any such investment
of funds on
deposit in the Certificate Account shall be for the benefit of the
Trustee as
compensation and shall be remitted to it monthly as provided
herein. The amount
of any realized losses in the Certificate Account incurred in any
such account
in respect of any such investments shall promptly be deposited by
the Trustee in
the Certificate Account. All income and gain net of any losses
realized from any
such balances or investment of funds on deposit in the Pre-Funding
Account shall
be for the benefit of the Depositor and shall be remitted to it
monthly.
(e) Each Servicer shall give notice to the Trustee, the Seller,
each
Rating Agency and the Depositor of any proposed change of the
location of the
related Collection Account prior to any change thereof. The Trustee
shall give
notice to each Servicer, the Seller, each Rating Agency and the
Depositor of any
proposed change of the location of the Certificate Account prior to
any change
thereof.
(f) The Trustee shall establish and maintain, on behalf of the
Certificateholders, the Pre-Funding Account. On the Closing Date,
the Depositor
shall remit the Pre-Funding Amount to the Trustee for deposit in
the Pre-Funding
Account. On each Subsequent Transfer Date, upon satisfaction of the
conditions
for such Subsequent Transfer Date set forth in Section 2.01(f),
with respect to
the related Subsequent Transfer Agreement, the Trustee shall remit
to the
Depositor the applicable Aggregate Subsequent Transfer Amount as
payment of the
purchase price for the related Subsequent Mortgage Loans.
If any funds remain in the Pre-Funding Account on [___________], to
the
extent they represent interest earnings on the amounts originally
deposited into
the Pre-Funding Account, the Trustee shall distribute them to the
order of the
Depositor. The remaining funds in the Pre-Funding Account shall be
transferred
to the Certificate Account to be included as part of principal
distributions to
the Certificates, in accordance with the priorities set forth
herein, on the
[___________] Distribution Date.
(g) The Trustee shall establish and maintain, on behalf of the
Certificateholders, the Capitalized Interest Account. On the
Closing Date, the
Depositor shall remit the Capitalized Interest Deposit to the
Trustee for
deposit in the Capitalized Interest Account. On the Business Day
prior to each
of the [__________],[__________] and [__________] Distribution
Dates, the
Trustee shall transfer from each Capitalized Interest Account to
the Certificate
Account an amount equal to the Capitalized Interest Requirement for
such
Distribution Date. On each of the [__________] and [__________]
Distribution
Dates, the Overfunded Interest Amount shall be withdrawn from the
Capitalized
Interest Account and paid to the Depositor. Any funds remaining in
the
Capitalized Interest Account immediately after the [__________]
Distribution
Date shall be paid to the Depositor.
SECTION 3.06 Establishment of and Deposits to Escrow Accounts;
Permitted Withdrawals from Escrow Accounts; Payments of Taxes,
Insurance and
Other Charges.
(a) To the extent required by the related Mortgage Note and not
in
violation of current law, the applicable Servicer shall segregate
and hold all
funds collected and received pursuant to a Mortgage Loan
constituting Escrow
Payments separate and apart from any of its own funds and general
assets and
shall establish and maintain one or more Escrow Accounts, each of
which shall be
an Eligible Account, titled, "[Servicer's name], in trust for
"Credit Suisse
First Boston Mortgage Securities Corp., Ho
