EXHIBIT 4.1
AMERIQUEST MORTGAGE SECURITIES INC.
Depositor
AMERIQUEST MORTGAGE COMPANY
Master Servicer
and
[-]
Trustee
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POOLING AND SERVICING AGREEMENT
Dated as of [_]
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ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES [_]
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TABLE OF CONTENTS
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SECTION
ARTICLE I
DEFINITIONS
SECTION 1.01.
Defined
Terms.............................................................................
SECTION 1.02.
Allocation of Certain Interest
Shortfalls.................................................
SECTION 1.03.
Rights of the NIMS
Insurer................................................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01.
Conveyance of Mortgage
Loans..............................................................
SECTION 2.02.
Acceptance of REMIC I by the
Trustee......................................................
SECTION 2.03.
Repurchase or Substitution of Mortgage Loans by the Seller or the
Depositor; Payment of
Prepayment Charge Payment
Amounts.........................................................
SECTION 2.04.
[Reserved]................................................................................
SECTION 2.05.
Representations, Warranties and Covenants of the Master
Servicer..........................
SECTION 2.06.
Issuance of the REMIC I Regular Interests and the Class R-I
Interest......................
SECTION 2.07.
Conveyance of the REMIC I Regular Interests; Acceptance of REMIC II
and REMIC III by the
Trustee...................................................................................
SECTION 2.08.
Issuance of Class R Certificates and Class R-X
Certificates...............................
ARTICLE III
ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS
SECTION 3.01.
Master Servicer to Act as Master
Servicer.................................................
SECTION 3.02.
Collection of Certain Mortgage Loan
Payments..............................................
SECTION 3.03.
[Reserved]................................................................................
SECTION 3.04.
Collection Account, Escrow Account and Distribution
Account...............................
SECTION 3.05.
Permitted Withdrawals From the Collection Account, Escrow Account
and Distribution
Account...................................................................................
SECTION 3.06.
Investment of Funds in the Collection Account, the Escrow Account,
the REO Account and
the
Distribution
Account..................................................................
SECTION 3.07.
Payment of Taxes, Insurance and Other
Charges.............................................
SECTION 3.08.
Maintenance of Hazard
Insurance...........................................................
SECTION 3.09.
Maintenance of Mortgage Blanket
Insurance.................................................
SECTION 3.10.
Fidelity Bond; Errors and Omissions
Insurance.............................................
SECTION 3.11.
Enforcement of Due-On-Sale Clauses; Assumption
Agreements.................................
SECTION 3.12.
Realization Upon Defaulted Mortgage
Loans.................................................
SECTION 3.13.
Title, Management and Disposition of REO
Property.........................................
SECTION 3.14.
[Reserved]................................................................................
SECTION 3.15.
Reports of Foreclosure and Abandonment of Mortgaged
Properties............................
SECTION 3.16.
Optional Purchase of Defaulted Mortgage
Loans.............................................
SECTION 3.17.
Trustee to Cooperate; Release of Mortgage
Files...........................................
SECTION 3.18.
Servicing
Compensation....................................................................
SECTION 3.19.
Statement as to
Compliance................................................................
SECTION 3.20.
Independent Public Accountants' Servicing
Report..........................................
SECTION 3.21.
Access to Certain
Documentation...........................................................
SECTION 3.22.
[Reserved]................................................................................
SECTION 3.23.
Advance
Facility..........................................................................
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
SECTION 4.01.
Distributions.............................................................................
SECTION 4.02.
Statements to
Certificateholders..........................................................
SECTION 4.03.
Remittance Reports and Other Reports to the Trustee; Advances;
Payments in Respect of
Prepayment Interest
Shortfalls............................................................
SECTION 4.04.
Allocation of Realized
Losses.............................................................
SECTION 4.05.
Compliance with Withholding
Requirements..................................................
SECTION 4.06.
Commission
Reporting......................................................................
SECTION 4.07.
[Reserved]................................................................................
SECTION 4.08.
[Reserved]................................................................................
SECTION 4.09.
[Reserved]................................................................................
SECTION 4.10.
Swap
Account..............................................................................
SECTION 4.11.
Tax Treatment of Swap Payments and Swap Termination
Payments..............................
SECTION 4.12.
Net WAC Rate Carryover Reserve
Account....................................................
ARTICLE V
THE CERTIFICATES
SECTION 5.01.
The
Certificates..........................................................................
SECTION 5.02.
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.
Certain Available
Information.............................................................
ARTICLE VI
THE DEPOSITOR AND THE MASTER SERVICER
SECTION 6.01.
Liability of the Depositor and the Master
Servicer........................................
SECTION 6.02.
Merger or Consolidation of the Depositor or the Master
Servicer...........................
SECTION 6.03.
Limitation on Liability of the Depositor, the Master Servicer and
Others..................
SECTION 6.04.
Limitation on Resignation of the Master
Servicer..........................................
SECTION 6.05.
Rights of the Depositor in Respect of the Master
Servicer.................................
SECTION 6.06.
Sub-Servicing Agreements Between the Master Servicer and
Sub-Servicers....................
SECTION 6.07.
Successor
Sub-Servicers...................................................................
SECTION 6.08.
Liability of the Master
Servicer..........................................................
SECTION 6.09.
No Contractual Relationship Between Sub-Servicers and the NIMS
Insurer, the Trustee or
Certificateholders........................................................................
SECTION 6.10.
Assumption or Termination of Sub-Servicing Agreements by
Trustee..........................
SECTION 6.11.
Sub-Servicing
Accounts....................................................................
ARTICLE VII
DEFAULT
SECTION 7.01.
Master Servicer Events of
Default.........................................................
SECTION 7.02.
Trustee to Act;
Appointment of
Successor..................................................
SECTION 7.03.
Notification to
Certificateholders........................................................
SECTION 7.04.
Waiver of Master Servicer Events of
Default...............................................
ARTICLE VIII
CONCERNING THE TRUSTEE
SECTION 8.01.
Duties of
Trustee.........................................................................
SECTION 8.02.
Certain Matters Affecting the
Trustee.....................................................
SECTION 8.03.
The 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
Trustee......................................................
SECTION 8.07.
Resignation and Removal of the
Trustee....................................................
SECTION 8.08.
Successor
Trustee.........................................................................
SECTION 8.09.
Merger or Consolidation of
Trustee........................................................
SECTION 8.10.
Appointment of Co-Trustee or Separate
Trustee.............................................
SECTION 8.11.
Appointment of
Custodians.................................................................
SECTION 8.12.
Appointment of Office or
Agency...........................................................
SECTION 8.13.
Representations and Warranties of the
Trustee.............................................
ARTICLE IX
TERMINATION
SECTION 9.01.
Termination Upon Repurchase or Liquidation of All Mortgage
Loans..........................
SECTION 9.02.
Additional Termination
Requirements.......................................................
ARTICLE X
REMIC PROVISIONS
SECTION 10.01.
REMIC
Administration......................................................................
SECTION 10.02.
Prohibited Transactions and
Activities....................................................
SECTION 10.03.
Master Servicer and Trustee
Indemnification...............................................
ARTICLE XI
MISCELLANEOUS PROVISIONS
SECTION 11.01.
Amendment.................................................................................
SECTION 11.02.
Recordation of Agreement;
Counterparts....................................................
SECTION 11.03.
Limitation on Rights of
Certificateholders................................................
SECTION 11.04.
Governing
Law.............................................................................
SECTION 11.05.
Notices...................................................................................
SECTION 11.06.
Severability of
Provisions................................................................
SECTION 11.07.
Notice to Rating Agencies and the NIMS
Insurer............................................
SECTION 11.08.
Article and Section
References............................................................
SECTION 11.09.
Grant of Security
Interest................................................................
SECTION 11.10.
Third Party
Rights........................................................................
EXHIBITS
Exhibit A-1
Form of Class A-1 Certificate
Exhibit A-2A
Form of Class A-2A Certificate
Exhibit A-2B
Form of Class A-2B Certificate
Exhibit A-2C
Form of Class A-2C Certificate
Exhibit A-2D
Form of Class A-2D Certificate
Exhibit A-M-1
Form of Class M-1 Certificate
Exhibit A-M-2
Form of Class M-2 Certificate
Exhibit A-M-3
Form of Class M-3 Certificate
Exhibit A-M-4
Form of Class M-4 Certificate
Exhibit A-M-5
Form of Class M-5 Certificate
Exhibit A-M-6
Form of Class M-6 Certificate
Exhibit A-M-7
Form of Class M-7 Certificate
Exhibit A-M-8
Form of Class M-8 Certificate
Exhibit A-M-9
Form of Class M-9 Certificate
Exhibit A-M-10
Form of Class M-10 Certificate
Exhibit A-CE
Form of Class CE Certificate
Exhibit A-P
Form of Class P Certificate
Exhibit A-R
Form of Class R Certificate
Exhibit A-R-X
Form of Class R-X Certificate
Exhibit B
Form of Lost Note Affidavit
Exhibit C-1
Form of Trustee's Initial Certification
Exhibit C-2
Form of Trustee's Final Certification
Exhibit C-3
Form of Trustee's Receipt of Mortgage Note
Exhibit D
Form of Mortgage Loan Purchase Agreement
Exhibit E
Request for Release
Exhibit
F-1 Form of Transferor Representation
Letter and Form of Transferee
Representation Letter in Connection
with Transfer of Class CE and Class P
Certificates Pursuant to Rule 144A
Under the 1933 Act
Exhibit F-2
Form
of Transfer Affidavit and Agreement and
Form of Transferor Affidavit in Connection with
Transfer of Residual Certificates
Exhibit G
Form of Certification with respect to ERISA and the Code
Exhibit H
Form of Interest Rate Swap Agreement Exhibit I Loss
Mitigation Action Plan
Exhibit J-1
Form of Certification to Be Provided to Depositor by the
Trustee
Exhibit J-2
Form of Certification to Be Provided by the Depositor with Form
10-K
Exhibit K
[Reserved]
Exhibit L
[Reserved]
Exhibit M
Annual Statement of Compliance pursuant to Section 3.19
Schedule 1
Mortgage Loan Schedule
Schedule 2
Prepayment Charge Schedule
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This Pooling and Servicing Agreement, is dated and effective as of
[_],
among AMERIQUEST MORTGAGE SECURITIES INC., as Depositor, AMERIQUEST
MORTGAGE
COMPANY, as Master Servicer, and [_], as Trustee.
PRELIMINARY STATEMENT:
The Depositor intends to sell pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in
multiple classes,
which in the aggregate shall evidence the entire beneficial
ownership interest
in each REMIC (as defined herein) created hereunder. The Trust Fund
shall
consist of a segregated pool of assets consisting of the Mortgage
Loans and
certain other related assets subject to this Agreement.
REMIC I
As provided herein, the Trustee shall elect to treat the
segregated
pool of assets consisting of the Mortgage Loans and certain other
related assets
(other than any Master Servicer Prepayment Charge Payment Amounts,
the Net WAC
Rate Carryover Reserve Account, the Swap Account and the Interest
Rate Swap
Agreement) subject to this Agreement as a REMIC for federal income
tax purposes,
and such segregated pool of assets shall be designated as "REMIC
I." The Class
R-I Interest shall be the sole class of "residual interests" in
REMIC I for
purposes of the REMIC Provisions (as defined herein). The following
table
irrevocably sets forth the designation, the REMIC I Remittance
Rate, the initial
Uncertificated Balance and, for purposes of satisfying Treasury
regulation
Section 1.860G-1(a)(4)(iii), the "latest possible maturity date"
for each of the
REMIC I Regular Interests (as defined herein). None of the REMIC I
Regular
Interests shall be certificated.
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REMIC I
INITIAL
LATEST POSSIBLE
DESIGNATION
REMITTANCE RATE UNCERTIFICATED
BALANCE MATURITY
DATE(1)
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(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the
maturity
date for the Mortgage Loan with the latest maturity date has
been
designated as the "latest possible maturity date" for each REMIC
I
Regular Interest.
(2) Calculated
in accordance with the definition of "REMIC I Remittance
Rate" herein.
REMIC II
As provided herein, the Trustee shall elect to treat the
segregated
pool of assets consisting of the REMIC I Regular Interests as a
REMIC for
federal income tax purposes, and such segregated pool of assets
shall be
designated as "REMIC II." The Class R-II Interest shall evidence
the sole class
of "residual interests" in REMIC II for purposes of the REMIC
Provisions. The
following table irrevocably sets forth the designation, the REMIC
II Remittance
Rate, the initial Uncertificated Balance and, for purposes of
satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest
possible maturity
date" for each of the REMIC II Regular Interests (as defined
herein). None of
the REMIC II Regular Interests shall be certificated.
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REMIC II REMITTANCE INITIAL
UNCERTIFICATED
LATEST POSSIBLE
DESIGNATION
RATE
BALANCE
MATURITY DATE(1)
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(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the
maturity
date for the Mortgage Loan with the latest maturity date has
been
designated as the "latest possible maturity date" for each REMIC
I
Regular Interest.
(2) Calculated
in accordance with the definition of "REMIC II Remittance
Rate" herein.
(3) REMIC II
Regular Interest II-IO will not have an Uncertificated
Balance, but will accrue interest on its Uncertificated
Notional
Amount.
REMIC III
As provided herein, the Trustee shall elect to treat the
segregated
pool of assets consisting of the REMIC II Regular Interests as a
REMIC for
federal income tax purposes, and such segregated pool of assets
shall be
designated as "REMIC III." The Class R-III Interest shall evidence
the sole
class of "residual interests" in REMIC III for purposes of the
REMIC Provisions.
The following table irrevocably sets forth the designation, the
Pass-Through
Rate, the initial aggregate Certificate Principal Balance and, for
purposes of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
"latest possible
maturity date" for the indicated classes of Certificates and
interests.
Each Certificate, other than the Class P Certificate, the Class
CE
Certificate and the Class R Certificates, represents ownership of a
Regular
Interest in REMIC III and also represents (i) the right to receive
payments with
respect to the Net WAC Rate Carryover Amount (as defined herein)
and (ii) the
obligation to pay Class IO Distribution Amounts (as defined
herein). The
entitlement to principal of the Regular Interest which corresponds
to each
Certificate shall be equal in amount and timing to the entitlement
to principal
of such Certificate.
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INITIAL AGGREGATE
CERTIFICATE PRINCIPAL
LATEST POSSIBLE
DESIGNATION
PASS-THROUGH RATE
BALANCE
MATURITY DATE(1)
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(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the
maturity
date for the Mortgage Loan with the latest maturity date has
been
designated as the "latest possible maturity date" for each Class
of
Certificates and interests.
(2) Calculated
in accordance with the definition of "Pass-Through Rate"
herein.
(3) The Class
CE Interest shall accrue interest at their variable
Pass-Through Rate on the Notional Amount of the Class CE
Interest
outstanding from time to time which shall equal the aggregate
Uncertificated Balance of the REMIC II Regular Interests, other
than
REMIC II Regular Interest II-LTP. The Class CE Interest shall
not
accrue interest on its Certificate Principal Balance.
(4) The Class
P Interest will be entitled to [_]% of amounts distributed in
respect of REMIC II Regular Interest LTP.
(5) The Class
SWAP-IO Interest will not have a Pass-Through Rate or a
Certificate Principal Balance, but will be entitled to [_]% of
amounts
distributed on REMIC II Regular Interest IO.
REMIC IV
As provided herein, the Trustee shall elect to treat the
segregated
pool of assets consisting of the Class CE Interest as a REMIC for
federal income
tax purposes, and such segregated pool of assets shall be
designated as "REMIC
IV." The Class R-IV Interest shall evidence the sole class of
"residual
interests" in REMIC IV for purposes of the REMIC Provisions under
federal income
tax law. The following table irrevocably sets forth the
designation, the
Pass-Through Rate, the initial aggregate Certificate Principal
Balance and, for
purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii), the
"latest possible maturity date" for the indicated Class of
Certificates.
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INITIAL AGGREGATE
CERTIFICATE PRINCIPAL
LATEST POSSIBLE
DESIGNATION
PASS-THROUGH RATE
BALANCE
MATURITY DATE(1)
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Class CE Certificates
Variable(2)
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(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the
maturity
date for the Mortgage Loan with the latest maturity date has
been
designated as the "latest possible maturity date" for the Class
CE
Certificates.
(2) The Class
CE Certificates shall receive [_]% of amounts received in
respect of the Class CE Interest.
REMIC V
As provided herein, the Trustee shall make an election to treat
the
segregated pool of assets consisting of the Class P Interest as a
REMIC for
federal income tax purposes, and such segregated pool of assets
shall be
designated as "REMIC V." The Class R-V Interest represents the sole
class of
"residual interests" in REMIC V for purposes of the REMIC
Provisions. The
following table irrevocably sets forth the designation, the
Pass-Through Rate,
the initial aggregate Certificate Principal Balance and, for
purposes of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
"latest possible
maturity date" for the indicated Class of Certificates.
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INITIAL AGGREGATE
CERTIFICATE PRINCIPAL
LATEST POSSIBLE
DESIGNATION
PASS-THROUGH RATE
BALANCE
MATURITY DATE(1)
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Class P Certificates
Variable(2)
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(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the
maturity
date for the Mortgage Loan with the latest maturity date has
been
designated as the "latest possible maturity date" for the Class
P
Certificates.
(2) The Class P
Certificates shall receive [_]% of amounts received in
respect of the Class P Interest.
REMIC VI
As provided herein, the Trustee shall make an election to treat
the
segregated pool of assets consisting of the Class SWAP-IO Interest
as a REMIC
for federal income tax purposes, and such segregated pool of assets
shall be
designated as "REMIC VI." The Class R-VI Interest represents the
sole class of
"residual interests" in REMIC VI for purposes of the REMIC
Provisions. The
following table irrevocably sets forth the designation, the
Pass-Through Rate,
the initial aggregate Certificate Principal Balance and, for
purposes of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
"latest possible
maturity date" for the indicated REMIC VI Regular Interest, which
will be
uncertificated.
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INITIAL AGGREGATE
CERTIFICATE PRINCIPAL
LATEST POSSIBLE
DESIGNATION
PASS-THROUGH RATE
BALANCE
MATURITY DATE(1)
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SWAP-IO
Variable(2)
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(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the
maturity
date for the Mortgage Loan with the latest maturity date has
been
designated as the "latest possible maturity date" for REMIC VI
Regular
Interest SWAP-IO.
(2) REMIC VI
Regular Interest SWAP-IO shall receive [_]% of amounts
received in respect of the Class SWAP-IO Interest.
As of the Cut-off Date, the Group I Mortgage Loans had an
aggregate
Scheduled Principal Balance equal to $[_] and the Group II Mortgage
Loans had an
aggregate Scheduled Principal Balance equal to $[_].
In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer and the Trustee agree as follows:
ARTICLE I
<PAGE>
DEFINITIONS
SECTION 1.01. Defined Terms.
Whenever used in this Agreement, including, without limitation, in
the
Preliminary Statement hereto, the following words and phrases,
unless the
context otherwise requires, shall have the meanings specified in
this Article.
Unless otherwise specified, all calculations described herein shall
be made on
the basis of a 360-day year consisting of twelve 30-day months and
all
calculations on each Regular Interest shall be made on the basis of
a 360-day
year and the actual number of days in the month.
"Accrued Certificate Interest": With respect to any Class of
Certificates (other than the Class P Certificates and the Residual
Certificates)
and each Distribution Date, interest accrued during the related
Interest Accrual
Period at the Pass-Through Rate for such Certificate for such
Distribution Date
on the Certificate Principal Balance, in the case of the
Adjustable-Rate
Certificates and the Fixed-Rate Certificates, or on the Notional
Amount, in the
case of the Class CE Certificates, of such Certificate immediately
prior to such
Distribution Date. The Class P Certificates are not entitled to
distributions in
respect of interest and, accordingly, shall not accrue interest.
All
distributions of interest on the Adjustable-Rate Certificates shall
be
calculated on the basis of a 360-day year and the actual number of
days in the
applicable Interest Accrual Period. All distributions of interest
on the
Fixed-Rate Certificates and the Class CE Certificates shall be
based on a
360-day year consisting of twelve 30-day months. Accrued
Certificate Interest
with respect to each Distribution Date, as to any Class A
Certificate or
Mezzanine Certificate, shall be reduced by an amount equal to the
portion
allocable to such Certificate pursuant to Section 1.02 hereof of
the sum of (a)
the aggregate Prepayment Interest Shortfall, if any, for such
Distribution Date
to the extent not covered by payments pursuant to Section 4.03(e)
or allocated
to the Class CE Certificates pursuant to Section 1.02 and (b) the
aggregate
amount of any Relief Act Interest Shortfall, if any, for such
Distribution Date
not allocated to the Class CE Certificates pursuant to Section
1.02. Accrued
Certificate Interest with respect to each Distribution Date and any
Class CE
Certificate shall be reduced by (a) Prepayment Interest Shortfalls,
if any,
allocated to such Class of Certificates pursuant to Section 1.02
hereof, (b)
Relief Act Interest Shortfalls, if any, allocated to such Class of
Certificates
pursuant to Section 1.02 hereof and (c) an amount equal to the
portion of
Realized Losses, if any, allocable to interest on the Class CE
Certificate
pursuant to Section 4.04 hereof.
"Adjustable-Rate Certificates": The Class A Certificates and
the
Mezzanine Certificates.
"Adjustable-Rate Mortgage Loan": Each of the Mortgage Loans
identified
on the Mortgage Loan Schedule as having a Mortgage Rate that is
subject to
adjustment.
"Adjustment Date": With respect to each Adjustable-Rate Mortgage
Loan,
the first day of the month in which the Mortgage Rate of such
Mortgage Loan
changes pursuant to the related Mortgage Note. The first Adjustment
Date
following the Cut-off Date as to each Adjustable-Rate Mortgage Loan
is set forth
in the Mortgage Loan Schedule.
"Advance": As to any Mortgage Loan or REO Property, any advance
made by
the Master Servicer or a successor Master Servicer in respect of
any
Distribution Date representing the aggregate of all payments of
principal and
interest, net of the Servicing Fee, that were due during the
related Due Period
on the Mortgage Loans and that were delinquent on the related
Determination
Date, plus certain amounts representing assumed payments not
covered by any
current net income on the Mortgaged Properties acquired by
foreclosure or deed
in lieu of foreclosure as determined pursuant to Section 4.03.
"Affiliate": With respect to any specified Person, any other
Person
controlling or controlled by or under common control with such
specified Person.
For the purposes of this definition, "control," when used with
respect to any
specified Person, means the power to direct the management and
policies of such
Person, directly or indirectly, whether through the ownership of
voting
securities, by contract or otherwise, and the terms "controlling"
and
"controlled" have meanings correlative to the foregoing.
"Agreement": This Pooling and Servicing Agreement and all
amendments
hereof and supplements hereto.
"Allocated Realized Loss Amount": With respect to any Distribution
Date
and any Class of Mezzanine Certificates, the sum of (i) the
Realized Losses
allocated to such Class of Certificates on such Distribution Date
and (ii) the
amount of any Allocated Realized Loss Amount for such Class of
Certificates
remaining undistributed from the previous Distribution Date,
reduced by the
amount of the increase in the Certificate Principal Balance of such
Class of
Certificates due to the receipt of Subsequent Recoveries as
provided in Section
4.01.
"Applicable Regulations": As to any Mortgage Loan, all federal,
state
and local laws, statutes, rules and regulations applicable
thereto.
"Assignment": An assignment of Mortgage, notice of transfer or
equivalent instrument, in recordable form (excepting therefrom if
applicable,
the mortgage recordation information which has not been returned by
the
applicable recorder's office and/or the assignee's name), which is
sufficient
under the laws of the jurisdiction wherein the related Mortgaged
Property is
located to reflect of record the sale of the Mortgage.
"Available Funds": With respect to any Distribution Date, an
amount
equal to (1) the sum of (a) the aggregate of the amounts on deposit
in the
Collection Account and Distribution Account as of the close of
business on the
related Determination Date, including any Subsequent Recoveries,
(b) the
aggregate of any amounts received in respect of an REO Property
withdrawn from
any REO Account and deposited in the Distribution Account for such
Distribution
Date pursuant to Section 3.13, (c) Compensating Interest, if any,
deposited in
the Distribution Account by the Master Servicer in respect of
Prepayment
Interest Shortfalls for such Distribution Date pursuant to Section
4.03(e), (d)
the aggregate of any Advances made by the Master Servicer for such
Distribution
Date pursuant to Section 4.03 and (e) the aggregate of any Advances
made by the
successor Master Servicer or the Trustee for such Distribution Date
pursuant to
Section 7.02(b), reduced (to not less than zero) by (2) the sum of
(x) the
portion of the amount described in clause (1)(a) above that
represents (i)
Monthly Payments on the Mortgage Loans received from a Mortgagor on
or prior to
the Determination Date but due during any Due Period subsequent to
the related
Due Period, (ii) Principal Prepayments on the Mortgage Loans
received after the
related Prepayment Period (together with any interest payments
received with
such Principal Prepayments to the extent they represent the payment
of interest
accrued on the Mortgage Loans during a period subsequent to the
related
Prepayment Period), (iii) Liquidation Proceeds, Insurance Proceeds
and
Subsequent Recoveries received in respect of the Mortgage Loans
after the
related Prepayment Period, (iv) amounts reimbursable or payable to
the
Depositor, the Master Servicer, the Trustee, the Seller or any
Sub-Servicer
pursuant to Section 3.05 or Section 3.06 or otherwise payable in
respect of
Extraordinary Trust Fund Expenses, (v) Stayed Funds, (vi) the
Trustee Fee
payable from the Distribution Account pursuant to Section 8.05,
(vii) amounts
deposited in the Collection Account or the Distribution Account in
error and
(viii) the amount of any Prepayment Charges collected by the Master
Servicer and
the amount of any Master Servicer Prepayment Charge Payment
Amounts, (y) amounts
reimbursable to the Trustee for an advance made pursuant to Section
7.02(b)
which advance the Trustee has determined to be nonrecoverable from
the Stayed
Funds in respect of which it was made and (z) any Net Swap Payment
or any Swap
Termination Payments owed to the Interest Rate Swap Provider other
than due to a
Swap Provider Trigger Event (after taking into account any upfront
payment
received by the Interest Rate Swap Provider from the counterparty
to a
replacement similar agreement).
"Bankruptcy Code": The Bankruptcy Reform Act of 1978 (Title 11 of
the
United States Code), as amended.
"Bankruptcy Loss": With respect to any Mortgage Loan, a Realized
Loss
resulting from a Deficient Valuation or Debt Service Reduction.
"Book-Entry Certificate": Any Certificate registered in the name of
the
Depository or its nominee. Initially, the Book-Entry Certificates
shall be the
Class A Certificates and the Mezzanine Certificates.
"Book-Entry Custodian": The custodian appointed pursuant to
Section
5.01.
"Business Day": Any day other than a Saturday, a Sunday or a day
on
which banking or savings and loan institutions in the State of
California, the
State of New York, or in the city in which the Corporate Trust
Office of the
Trustee is located, are authorized or obligated by law or executive
order to be
closed.
"Certificate": Any one of the Depositor's Asset-Backed
Pass-Through
Certificates, Series [_], Class A-1, Class A-2A, Class A-2B, Class
A-2C, Class
A-2D, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
M-6, Class
M-7, Class M-8, Class M-9, Class M-10, Class CE, Class P, Class R
and Class R-X,
issued under this Agreement.
"Certificate Factor": With respect to any Class of Regular
Certificates
as of any Distribution Date, a fraction, expressed as a decimal
carried to six
places, the numerator of which is the Certificate Principal Balance
(or the
Notional Amount, in the case of the Class CE Certificates) of such
Class of
Certificates on such Distribution Date (after giving effect to any
distributions
of principal and allocations of Realized Losses in reduction of the
Certificate
Principal Balance (or the Notional Amount, in the case of the Class
CE
Certificates) of such Class of Certificates to be made on such
Distribution
Date), and the denominator of which is the initial aggregate
Certificate
Principal Balance (or the Notional Amount, in the case of the Class
CE
Certificates) of such Class of Certificates as of the Closing
Date.
"Certificateholder" or "Holder": The Person in whose name a
Certificate
is registered in the Certificate Register, except that a
Disqualified
Organization or a Non-United States Person shall not be a Holder of
a Residual
Certificate for any purposes hereof and, solely for the purposes of
giving any
consent pursuant to this Agreement, any Certificate registered in
the name of
the Depositor or the Master Servicer or any Affiliate thereof shall
be deemed
not to be outstanding and the Voting Rights to which it is entitled
shall not be
taken into account in determining whether the requisite percentage
of Voting
Rights necessary to effect any such consent has been obtained,
except as
otherwise provided in Section 11.01. The Trustee and the NIMS
Insurer may
conclusively rely upon a certificate of the Depositor or the Master
Servicer in
determining whether a Certificate is held by an Affiliate thereof.
All
references herein to "Holders" or "Certificateholders" shall
reflect the rights
of Certificate Owners as they may indirectly exercise such rights
through the
Depository and participating members thereof, except as otherwise
specified
herein; provided, however, that the Trustee and the NIMS Insurer
shall be
required to recognize as a "Holder" or "Certificateholder" only the
Person in
whose name a Certificate is registered in the Certificate
Register.
"Certificate Margin": With respect to each Class of
Adjustable-Rate
Certificates and, for purposes of the Marker Rate and the Maximum
II-LTZZ
Uncertificated Interest Deferral Amount, the specified REMIC II
Regular
Interest, as follows:
<TABLE>
<CAPTION>
Class
REMIC II Regular Interest
Certificate Margin
---------------
---------------------------------------
------------------- --------------------
(1) (%)
(2) (%)
<S>
<C>
<C>
<C>
A-1
REMIC II Regular Interest II-LTA1
[_]
[_]
A-2A
REMIC II Regular Interest II-LTA2A
[_]
[_]
A-2B
REMIC II Regular Interest II-LTA2B
[_]
[_]
A-2C
REMIC II Regular Interest II-LTA2C
[_]
[_]
A-2D
REMIC II Regular Interest II-LTA2D
[_]
[_]
M-1
REMIC II Regular Interest II-LTM1
[_]
[_]
M-2
REMIC II Regular Interest II-LTM2
[_]
[_]
M-3
REMIC II
Regular Interest II-LTM3
[_]
[_]
M-4
REMIC II Regular Interest II-LTM4
[_]
[_]
M-5
REMIC II Regular Interest II-LTM5
[_]
[_]
M-6
REMIC II Regular Interest II-LTM6
[_]
[_]
M-7
REMIC II Regular Interest II-LTM7
[_]
[_]
M-8
REMIC II Regular Interest II-LTM8
[_]
[_]
M-9
REMIC II Regular Interest II-LTM9
[_]
[_]
M-10
REMIC II Regular Interest II-LTM10
[_]
[_]
</TABLE>
----------
(1) For the
Interest Accrual Period for each Distribution Date on or prior
to the Optional Termination Date.
(2) For the
Interest Accrual Period for each Distribution Date after the
Optional Termination Date.
"Certificate Owner": With respect to a Book-Entry Certificate,
the
Person who is the beneficial owner of such Certificate as reflected
on the books
of the Depository or on the books of a Depository Participant or on
the books of
an indirect participating brokerage firm for which a Depository
Participant acts
as agent.
"Certificate Principal Balance": With respect to each Class A
Certificate, Mezzanine Certificate or Class P Certificate as of any
date of
determination, the Certificate Principal Balance of such
Certificate on the
Distribution Date immediately prior to such date of determination
plus, with
respect to each Mezzanine Certificate, any increase in the
Certificate Principal
Balance of such Certificate pursuant to Section 4.01 due to the
receipt of
Subsequent Recoveries, minus all distributions allocable to
principal made
thereon on such Distribution Date and, in the case of a Mezzanine
Certificate,
Realized Losses allocated thereto on such immediately prior
Distribution Date
(or, in the case of any date of determination up to and including
the first
Distribution Date, the initial Certificate Principal Balance of
such
Certificate, as stated on the face thereof). With respect to each
Class CE
Certificate as of any date of determination, an amount equal to the
Percentage
Interest evidenced by such Certificate times the excess, if any, of
(A) the then
aggregate Uncertificated Balance of the REMIC II Regular Interests
over (B) the
then aggregate Certificate Principal Balance of the Class A
Certificates, the
Mezzanine Certificates and the Class P Certificates then
outstanding.
"Certificate Register" and "Certificate Registrar": The
register
maintained and the registrar appointed pursuant to Section
5.02.
"Class": Collectively, all of the Certificates bearing the same
class
designation.
"Class A Certificate": Any one of the Class A-1, Class A-2A,
Class
A-2B, Class A-2C and Class A-2D Certificates.
"Class A Principal Distribution Amount": With respect to any
Distribution Date, an amount equal to the sum of (i) the Senior
Group I
Principal Distribution Amount and (ii) the Senior Group II
Principal
Distribution Amount.
"Class A-1 Certificate": Any one of the Class A-1 Certificates
executed
by the Trustee, and authenticated and delivered by the Certificate
Registrar,
substantially in the form annexed hereto as Exhibit A-1 and
evidencing (i) a
Regular Interest in REMIC III, (ii) the right to receive the Net
WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO
Distribution
Amount.
"Class A-2A Certificate": Any one of the Class A-2A
Certificates
executed by the Trustee, and authenticated and delivered by the
Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-2A
and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to
receive the
Net WAC Rate Carryover Amount and (iii) the obligation to pay the
Class IO
Distribution Amount.
"Class A-2B Certificate": Any one of the Class A-2B
Certificates
executed by the Trustee, and authenticated and delivered by the
Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-2B
and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to
receive the
Net WAC Rate Carryover Amount and (iii) the obligation to pay the
Class IO
Distribution Amount.
"Class A-2C Certificate": Any one of the Class A-2C
Certificates
executed by the Trustee, and authenticated and delivered by the
Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-2C
and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to
receive the
Net WAC Rate Carryover Amount and (iii) the obligation to pay the
Class IO
Distribution Amount.
"Class A-2D Certificate": Any one of the Class A-2D
Certificates
executed by the Trustee, and authenticated and delivered by the
Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-2D
and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to
receive the
Net WAC Rate Carryover Amount and (iii) the obligation to pay the
Class IO
Distribution Amount.
"Class CE Certificate": Any one of the Class CE Certificates
executed
by the Trustee, and authenticated and delivered by the Certificate
Registrar,
substantially in the form annexed hereto as Exhibit A-CE and
evidencing (i) a
Regular Interest in REMIC IV, (ii) the obligation to pay Net WAC
Rate Carryover
Amounts and Swap Termination Payments and (iii) the right to
receive the Class
IO Distribution Amount.
"Class CE
Interest": An uncertificated interest in the Trust Fund held
by the Trustee on behalf of the Holders of the Class CE
Certificates, evidencing
a Regular Interest in REMIC III for purposes of the REMIC
Provisions.
"Class IO Distribution Amount": As defined in Section 3.20 hereof.
For
purposes of clarity, the Class IO Distribution Amount for any
Distribution Date
shall equal the amount payable to the Swap Administrator on such
Distribution
Date in excess of the amount payable on the Class SWAP-IO Interest
on such
Distribution Date, all as further provided in Section 3.20
hereof.
"Class SWAP-IO Interest": An uncertificated interest in the Trust
Fund
evidencing a Regular Interest in REMIC III.
"Class M-1 Certificate": Any one of the Class M-1 Certificates
executed
by the Trustee, and authenticated and delivered by the Certificate
Registrar,
substantially in the form annexed hereto as Exhibit A-M-1 and
evidencing (i) a
Regular Interest in REMIC III, (ii) the right to receive the Net
WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO
Distribution
Amount.
"Class M-1 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the
lesser of (I) the
Certificate Principal Balance of the Class M-1 Certificates
immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i)
the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into
account the payment of the Class A Principal Distribution Amount on
such
Distribution Date) and (ii) the Certificate Principal Balance of
the Class M-1
Certificates immediately prior to such Distribution Date over (y)
the lesser of
(A) the product of (i) [_]% and (ii) the aggregate Stated Principal
Balance of
the Mortgage Loans as of the last day of the related Due Period
(after giving
effect to scheduled payments of principal due during the related
Due Period, to
the extent received or advanced, and unscheduled collections of
principal
received during the related Prepayment Period) and (B) the
aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due
Period (after giving effect to scheduled payments of principal due
during the
related Due Period, to the extent received or advanced, and
unscheduled
collections of principal received during the related Prepayment
Period) minus
$[_].
"Class M-2 Certificate": Any one of the Class M-2 Certificates
executed
by the Trustee, and authenticated and delivered by the Certificate
Registrar,
substantially in the form annexed hereto as Exhibit A-M-2 and
evidencing (i) a
Regular Interest in REMIC III, (ii) the right to receive the Net
WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO
Distribution
Amount.
"Class M-2 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the
lesser of (I) the
Certificate Principal Balance of the Class M-2 Certificates
immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i)
the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into
account the payment of the Class A Principal Distribution Amount on
such
Distribution Date), (ii) the Certificate Principal Balance of the
Class M-1
Certificates (after taking into account the payment of the Class
M-1 Principal
Distribution Amount on such Distribution Date) and (iii) the
Certificate
Principal Balance of the Class M-2 Certificates immediately prior
to such
Distribution Date over (y) the lesser of (A) the product of (i)
[_]% and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of
the last day
of the related Due Period (after giving effect to scheduled
payments of
principal due during the related Due Period, to the extent received
or advanced,
and unscheduled collections of principal received during the
related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the
Mortgage Loans as
of the last day of the related Due Period (after giving effect to
scheduled
payments of principal due during the related Due Period, to the
extent received
or advanced, and unscheduled collections of principal received
during the
related Prepayment Period) minus $[_].
"Class M-3 Certificate": Any one of the Class M-3 Certificates
executed
by the Trustee, and authenticated and delivered by the Certificate
Registrar,
substantially in the form annexed hereto as Exhibit A-M-3 and
evidencing (i) a
Regular Interest in REMIC III, (ii) the right to receive the Net
WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO
Distribution
Amount.
"Class M-3 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the
lesser of (I) the
Certificate Principal Balance of the Class M-3 Certificates
immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i)
the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into
account the payment of the Class A Principal Distribution Amount on
such
Distribution Date), (ii) the Certificate Principal Balance of the
Class M-1
Certificates (after taking into account the payment of the Class
M-1 Principal
Distribution Amount on such Distribution Date), (iii) the
Certificate Principal
Balance of the Class M-2 Certificates (after taking into account
the payment of
the Class M-2 Principal Distribution Amount on such Distribution
Date) and (iv)
the Certificate Principal Balance of the Class M-3 Certificates
immediately
prior to such Distribution Date over (y) the lesser of (A) the
product of (i)
[_]% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of
the last day of the related Due Period (after giving effect to
scheduled
payments of principal due during the related Due Period, to the
extent received
or advanced, and unscheduled collections of principal received
during the
related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the
Mortgage Loans as of the last day of the related Due Period (after
giving effect
to scheduled payments of principal due during the related Due
Period, to the
extent received or advanced, and unscheduled collections of
principal received
during the related Prepayment Period) minus $[_].
"Class M-4 Certificate": Any one of the Class M-4 Certificates
executed
by the Trustee, and authenticated and delivered by the Certificate
Registrar,
substantially in the form annexed hereto as Exhibit A-M-4 and
evidencing (i) a
Regular Interest in REMIC III, (ii) the right to receive the Net
WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO
Distribution
Amount.
"Class M-4 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the
lesser of (I) the
Certificate Principal Balance of the Class M-4 Certificates
immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i)
the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into
account the payment of the Class A Principal Distribution Amount on
such
Distribution Date), (ii) the Certificate Principal Balance of the
Class M-1
Certificates (after taking into account the payment of the Class
M-1 Principal
Distribution Amount on such Distribution Date), (iii) the
Certificate Principal
Balance of the Class M-2 Certificates (after taking into account
the payment of
the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after
taking into
account the payment of the Class M-3 Principal Distribution Amount
on such
Distribution Date) and (v) the Certificate Principal Balance of the
Class M-4
Certificates immediately prior to such Distribution Date over (y)
the lesser of
(A) the product of (i) [_]% and (ii) the aggregate Stated Principal
Balance of
the Mortgage Loans as of the last day of the related Due Period
(after giving
effect to scheduled payments of principal due during the related
Due Period, to
the extent received or advanced, and unscheduled collections of
principal
received during the related Prepayment Period) and (B) the
aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due
Period (after giving effect to scheduled payments of principal due
during the
related Due Period, to the extent received or advanced, and
unscheduled
collections of principal received during the related Prepayment
Period) minus
$[_].
"Class M-5 Certificate": Any one of the Class M-5 Certificates
executed
by the Trustee, and authenticated and delivered by the Certificate
Registrar,
substantially in the form annexed hereto as Exhibit A-M-5 and
evidencing (i) a
Regular Interest in REMIC III, (ii) the right to receive the Net
WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO
Distribution
Amount.
"Class M-5 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the
lesser of (I) the
Certificate Principal Balance of the Class M-5 Certificates
immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i)
the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into
account the payment of the Class A Principal Distribution Amount on
such
Distribution Date), (ii) the Certificate Principal Balance of the
Class M-1
Certificates (after taking into account the payment of the Class
M-1 Principal
Distribution Amount on such Distribution Date), (iii) the
Certificate Principal
Balance of the Class M-2 Certificates (after taking into account
the payment of
the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after
taking into
account the payment of the Class M-3 Principal Distribution Amount
on such
Distribution Date), (v) the Certificate Principal Balance of the
Class M-4
Certificates (after taking into account the payment of the Class
M-4 Principal
Distribution Amount on such Distribution Date) and (vi) the
Certificate
Principal Balance of the Class M-5 Certificates immediately prior
to such
Distribution Date over (y) the lesser of (A) the product of (i)
[_]% and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of
the last day
of the related Due Period (after giving effect to scheduled
payments of
principal due during the related Due Period, to the extent received
or advanced,
and unscheduled collections of principal received during the
related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the
Mortgage Loans as
of the last day of the related Due Period (after giving effect to
scheduled
payments of principal due during the related Due Period, to the
extent received
or advanced, and unscheduled collections of principal received
during the
related Prepayment Period) minus $[_].
"Class M-6 Certificate": Any one of the Class M-6 Certificates
executed
by the Trustee, and authenticated and delivered by the Certificate
Registrar,
substantially in the form annexed hereto as Exhibit A-M-6 and
evidencing (i) a
Regular Interest in REMIC III, (ii) the right to receive the Net
WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO
Distribution
Amount.
"Class M-6 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the
lesser of (I) the
Certificate Principal Balance of the Class M-6 Certificates
immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i)
the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into
account the payment of the Class A Principal Distribution Amount on
such
Distribution Date), (ii) the Certificate Principal Balance of the
Class M-1
Certificates (after taking into account the payment of the Class
M-1 Principal
Distribution Amount on such Distribution Date), (iii) the
Certificate Principal
Balance of the Class M-2 Certificates (after taking into account
the payment of
the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after
taking into
account the payment of the Class M-3 Principal Distribution Amount
on such
Distribution Date), (v) the Certificate Principal Balance of the
Class M-4
Certificates (after taking into account the payment of the Class
M-4 Principal
Distribution Amount on such Distribution Date), (vi) the
Certificate Principal
Balance of the Class M-5 Certificates (after taking into account
the payment of
the Class M-5 Principal Distribution Amount on such Distribution
Date) and (vii)
the Certificate Principal Balance of the Class M-6 Certificates
immediately
prior to such Distribution Date over (y) the lesser of (A) the
product of (i)
[_]% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of
the last day of the related Due Period (after giving effect to
scheduled
payments of principal due during the related Due Period, to the
extent received
or advanced, and unscheduled collections of principal received
during the
related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the
Mortgage Loans as of the last day of the related Due Period (after
giving effect
to scheduled payments of principal due during the related Due
Period, to the
extent received or advanced, and unscheduled collections of
principal received
during the related Prepayment Period) minus $[_].
"Class M-7 Certificate": Any one of the Class M-7 Certificates
executed
by the Trustee, and authenticated and delivered by the Certificate
Registrar,
substantially in the form annexed hereto as Exhibit A-M-7 and
evidencing (i) a
Regular Interest in REMIC III, (ii) the right to receive the Net
WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO
Distribution
Amount.
"Class M-7 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the
lesser of (I) the
Certificate Principal Balance of the Class M-7 Certificates
immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i)
the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into
account the payment of the Class A Principal Distribution Amount on
such
Distribution Date), (ii) the Certificate Principal Balance of the
Class M-1
Certificates (after taking into account the payment of the Class
M-1 Principal
Distribution Amount on such Distribution Date), (iii) the
Certificate Principal
Balance of the Class M-2 Certificates (after taking into account
the payment of
the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after
taking into
account the payment of the Class M-3 Principal Distribution Amount
on such
Distribution Date), (v) the Certificate Principal Balance of the
Class M-4
Certificates (after taking into account the payment of the Class
M-4 Principal
Distribution Amount on such Distribution Date), (vi) the
Certificate Principal
Balance of the Class M-5 Certificates (after taking into account
the payment of
the Class M-5 Principal Distribution Amount on such Distribution
Date), (vii)
the Certificate Principal Balance of the Class M-6 Certificates
(after taking
into account the payment of the Class M-6 Principal Distribution
Amount on such
Distribution Date) and (viii) the Certificate Principal Balance of
the Class M-7
Certificates immediately prior to such Distribution Date over (y)
the lesser of
(A) the product of (i) [_]% and (ii) the aggregate Stated Principal
Balance of
the Mortgage Loans as of the last day of the related Due Period
(after giving
effect to scheduled payments of principal due during the related
Due Period, to
the extent received or advanced, and unscheduled collections of
principal
received during the related Prepayment Period) and (B) the
aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due
Period (after giving effect to scheduled payments of principal due
during the
related Due Period, to the extent received or advanced, and
unscheduled
collections of principal received during the related Prepayment
Period) minus
$[_].
"Class M-8 Certificate": Any one of the Class M-8 Certificates
executed
by the Trustee, and authenticated and delivered by the Certificate
Registrar,
substantially in the form annexed hereto as Exhibit A-M-8 and
evidencing (i) a
Regular Interest in REMIC III, (ii) the right to receive the Net
WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO
Distribution
Amount.
"Class M-8 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the
lesser of (I) the
Certificate Principal Balance of the Class M-8 Certificates
immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i)
the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into
account the payment of the Class A Principal Distribution Amount on
such
Distribution Date), (ii) the Certificate Principal Balance of the
Class M-1
Certificates (after taking into account the payment of the Class
M-1 Principal
Distribution Amount on such Distribution Date), (iii) the
Certificate Principal
Balance of the Class M-2 Certificates (after taking into account
the payment of
the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after
taking into
account the payment of the Class M-3 Principal Distribution Amount
on such
Distribution Date), (v) the Certificate Principal Balance of the
Class M-4
Certificates (after taking into account the payment of the Class
M-4 Principal
Distribution Amount on such Distribution Date), (vi) the
Certificate Principal
Balance of the Class M-5 Certificates (after taking into account
the payment of
the Class M-5 Principal Distribution Amount on such Distribution
Date), (vii)
the Certificate Principal Balance of the Class M-6 Certificates
(after taking
into account the payment of the Class M-6 Principal Distribution
Amount on such
Distribution Date), (viii) the Certificate Principal Balance of the
Class M-7
Certificates (after taking into account the payment of the Class
M-7 Principal
Distribution Amount on such Distribution Date) and (ix) the
Certificate
Principal Balance of the Class M-8 Certificates immediately prior
to such
Distribution Date over (y) the lesser of (A) the product of (i)
[_]% and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of
the last day
of the related Due Period (after giving effect to scheduled
payments of
principal due during the related Due Period, to the extent received
or advanced,
and unscheduled collections of principal received during the
related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the
Mortgage Loans as
of the last day of the related Due Period (after giving effect to
scheduled
payments of principal due during the related Due Period, to the
extent received
or advanced, and unscheduled collections of principal received
during the
related Prepayment Period) minus $[_].
"Class M-9 Certificate": Any one of the Class M-9 Certificates
executed
by the Trustee, and authenticated and delivered by the Certificate
Registrar,
substantially in the form annexed hereto as Exhibit A-M-9 and
evidencing (i) a
Regular Interest in REMIC III, (ii) the right to receive the Net
WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO
Distribution
Amount.
"Class M-9 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the
lesser of (I) the
Certificate Principal Balance of the Class M-9 Certificates
immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i)
the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into
account the payment of the Class A Principal Distribution Amount on
such
Distribution Date), (ii) the Certificate Principal Balance of the
Class M-1
Certificates (after taking into account the payment of the Class
M-1 Principal
Distribution Amount on such Distribution Date), (iii) the
Certificate Principal
Balance of the Class M-2 Certificates (after taking into account
the payment of
the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after
taking into
account the payment of the Class M-3 Principal Distribution Amount
on such
Distribution Date), (v) the Certificate Principal Balance of the
Class M-4
Certificates (after taking into account the payment of the Class
M-4 Principal
Distribution Amount on such Distribution Date), (vi) the
Certificate Principal
Balance of the Class M-5 Certificates (after taking into account
the payment of
the Class M-5 Principal Distribution Amount on such Distribution
Date), (vii)
the Certificate Principal Balance of the Class M-6 Certificates
(after taking
into account the payment of the Class M-6 Principal Distribution
Amount on such
Distribution Date), (viii) the Certificate Principal Balance of the
Class M-7
Certificates (after taking into account the payment of the Class
M-7 Principal
Distribution Amount on such Distribution Date), (ix) the
Certificate Principal
Balance of the Class M-8 Certificates (after taking into account
the payment of
the Class M-8 Principal Distribution Amount on such Distribution
Date) and (x)
the Certificate Principal Balance of the Class M-9 Certificates
immediately
prior to such Distribution Date over (y) the lesser of (A) the
product of (i)
[_]% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of
the last day of the related Due Period (after giving effect to
scheduled
payments of principal due during the related Due Period, to the
extent received
or advanced, and unscheduled collections of principal received
during the
related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the
Mortgage Loans as of the last day of the related Due Period (after
giving effect
to scheduled payments of principal due during the related Due
Period, to the
extent received or advanced, and unscheduled collections of
principal received
during the related Prepayment Period) minus $[_].
"Class M-10 Certificate": Any one of the Class M-10
Certificates
executed by the Trustee, and authenticated and delivered by the
Certificate
Registrar, substantially in the form annexed hereto as Exhibit
A-M-10 and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to
receive the
Net WAC Rate Carryover Amount and (iii) the obligation to pay the
Class IO
Distribution Amount.
"Class M-10 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the
lesser of (I) the
Certificate Principal Balance of the Class M-10 Certificates
immediately prior
to such Distribution Date and (II) the excess of (x) the sum of (i)
the
aggregate Certificate Principal Balance of the Class A Certificates
(after
taking into account the payment of the Class A Principal
Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of
the Class M-1
Certificates (after taking into account the payment of the Class
M-1 Principal
Distribution Amount on such Distribution Date), (iii) the
Certificate Principal
Balance of the Class M-2 Certificates (after taking into account
the payment of
the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after
taking into
account the payment of the Class M-3 Principal Distribution Amount
on such
Distribution Date), (v) the Certificate Principal Balance of the
Class M-4
Certificates (after taking into account the payment of the Class
M-4 Principal
Distribution Amount on such Distribution Date), (vi) the
Certificate Principal
Balance of the Class M-5 Certificates (after taking into account
the payment of
the Class M-5 Principal Distribution Amount on such Distribution
Date), (vii)
the Certificate Principal Balance of the Class M-6 Certificates
(after taking
into account the payment of the Class M-6 Principal Distribution
Amount on such
Distribution Date), (viii) the Certificate Principal Balance of the
Class M-7
Certificates (after taking into account the payment of the Class
M-7 Principal
Distribution Amount on such Distribution Date), (ix) the
Certificate Principal
Balance of the Class M-8 Certificates (after taking into account
the payment of
the Class M-8 Principal Distribution Amount on such Distribution
Date), (x) the
Certificate Principal Balance of the Class M-9 Certificates (after
taking into
account the payment of the Class M-9 Principal Distribution Amount
on such
Distribution Date) and (xi) the Certificate Principal Balance of
the Class M-10
Certificates immediately prior to such Distribution Date over (y)
the lesser of
(A) the product of (i) [_]% and (ii) the aggregate Stated Principal
Balance of
the Mortgage Loans as of the last day of the related Due Period
(after giving
effect to scheduled payments of principal due during the related
Due Period, to
the extent received or advanced, and unscheduled collections of
principal
received during the related Prepayment Period) and (B) the
aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due
Period (after giving effect to scheduled payments of principal due
during the
related Due Period, to the extent received or advanced, and
unscheduled
collections of principal received during the related Prepayment
Period) minus
$[_].
"Class P Certificate": Any one of the Class P Certificates executed
by
the Trustee, and authenticated and delivered by the Certificate
Registrar,
substantially in the form annexed hereto as Exhibit A-P,
representing the right
to distributions as set forth herein and therein and evidencing a
Regular
Interest in REMIC V for purposes of the REMIC Provisions.
"Class P Interest": An uncertificated interest in the Trust Fund
held
by the Trustee on behalf of the Holders of the Class P
Certificates, evidencing
a Regular Interest in REMIC III for purposes of the REMIC
Provisions.
"Class R Certificate": Any one of the Class R Certificates
executed,
authenticated and delivered by the Trustee, substantially in the
form annexed
hereto as Exhibit A-R and evidencing the ownership of the Class R-I
Interest,
the Class R-II Interest and the Class R-III Interest.
"Class R-I Interest": The uncertificated Residual Interest in REMIC
I.
"Class R-II Interest": The uncertificated Residual Interest in
REMIC
II.
"Class R-III Interest": The uncertificated Residual Interest in
REMIC
III.
"Class R-IV Interest": The uncertificated Residual Interest in
REMIC
IV.
"Class R-V Interest": The uncertificated Residual Interest in REMIC
V.
"Class R-VI Interest": The uncertificated Residual Interest in
REMIC
VI.
"Class R-X Certificate": Any one of the Class R-X Certificates
executed
by the Trustee and authenticated and delivered by the Certificate
Registrar,
substantially in the form annexed hereto as Exhibit A-R-X and
evidencing the
ownership of the Class R-IV Interest, the Class R-V Interest and
the Class R-VI
Interest.
"Closing Date": [_].
"Code": The Internal Revenue Code of 1986, as amended.
"Collection Account": The account or accounts created and
maintained by
the Master Servicer pursuant to Section 3.04(a), which shall be
entitled
"Ameriquest Mortgage Company, as Master Servicer for [_], as
Trustee, in trust
for the registered holders of Ameriquest Mortgage Securities Inc.,
Asset-Backed
Pass-Through Certificates, Series [_]." The Collection Account must
be an
Eligible Account.
"Combined Loan-to-Value Ratio": As of any date of determination,
and
with respect to second lien Mortgage Loans, the fraction, expressed
as a
percentage, the numerator of which is (i) the sum of (a) the
outstanding
principal balance of the related first-lien mortgage loan plus (b)
the Stated
Principal Balance of the related second-lien mortgage loan and the
denominator
of which is (ii) the Value of the related Mortgaged Property.
"Commission": The Securities and Exchange Commission.
"Compensating Interest": As defined in Section 4.03(e) hereof.
"Corporate Trust Office": The principal corporate trust office of
the
Trustee at which at any particular time its corporate trust
business in
connection with this Agreement shall be administered, which office
at the date
of the execution of this instrument is located at 1761 East St.
Andrew Place,
Santa Ana, California 92705-4934, or at such other address as the
Trustee may
designate from time to time by notice to the Certificateholders,
the Depositor
and the Master Servicer.
"Corresponding Certificate": With respect to each REMIC II
Regular
Interest as follows:
REMIC II Regular Interest
Class
-------------------------
-----
REMIC II Regular Interest II-LTA1
A-1
REMIC II Regular Interest II-LTA2A
A-2A
REMIC II Regular Interest II-LTA2B
A-2B
REMIC II Regular Interest II-LTA2C
A-2C
REMIC II Regular Interest II-LTA2D
A-2D
REMIC II Regular Interest II-LTM1
M-1
REMIC II Regular Interest II-LTM2
M-2
REMIC II Regular Interest II-LTM3
M-3
REMIC II Regular Interest II-LTM4
M-4
REMIC II Regular Interest II-LTM5
M-5
REMIC II Regular Interest II-LTM6
M-6
REMIC II Regular Interest II-LTM7
M-7
REMIC II Regular Interest II-LTM8
M-8
REMIC II Regular Interest II-LTM9
M-9
REMIC II Regular Interest II-LTM10
M-10
REMIC II Regular Interest II-LTP
P
"Credit Enhancement Percentage": For any Distribution Date and
the
Class A Certificates and any Class of Mezzanine Certificates, the
percentage
equivalent of a fraction, calculated after taking into account
distribution of
the Group I Principal Distribution Amount and the Group II
Principal
Distribution Amount to the Certificates then entitled to
distributions of
principal on such Distribution Date, the numerator of which is the
sum of the
aggregate Certificate Principal Balance of the Classes of
Certificates with a
lower distribution priority than such Class, and the denominator of
which is the
aggregate Stated Principal Balance of the Mortgage Loans as of the
last day of
the related Due Period (after giving effect to scheduled payments
of principal
due during the related Due Period, to the extent received or
advanced, and
unscheduled collections of principal received during the related
Prepayment
Period).
"Cumulative Loss Percentage": With respect to any Distribution
Date,
the percentage equivalent of a fraction, the numerator of which is
the aggregate
amount of Realized Losses incurred from the Cut-off Date to the
last day of the
preceding calendar month (reduced by the aggregate amount of
Subsequent
Recoveries received from the Cut-off Date through the last day of
the related
Due Period) and the denominator of which is the aggregate Stated
Principal
Balance of the Mortgage Loans as of the Cut-off Date.
"Custodian": A Custodian, which shall initially be [_].
"Cut-off Date": With respect to any Mortgage Loan, the close of
business on [_]. With respect to all Qualified Substitute Mortgage
Loans, their
respective dates of substitution. References herein to the "Cut-off
Date," when
used with respect to more than one Mortgage Loan, shall be to the
respective
Cut-off Dates for such Mortgage Loans.
"Debt Service Reduction": With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment for such Mortgage Loan
by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code,
except such a
reduction resulting from a Deficient Valuation.
"Deficient Valuation": With respect to any Mortgage Loan, a
valuation
of the related Mortgaged Property by a court of competent
jurisdiction in an
amount less than the then outstanding Stated Principal Balance of
the Mortgage
Loan, which valuation results from a proceeding initiated under the
Bankruptcy
Code.
"Definitive Certificates": As defined in Section 5.01(b).
"Deleted Mortgage Loan": A Mortgage Loan replaced or to be replaced
by
a Qualified Substitute Mortgage Loan.
"Delinquency Percentage": With respect to any Distribution Date,
the
percentage equivalent of a fraction, the numerator of which is the
aggregate
Stated Principal Balance of all Mortgage Loans as of the last day
of the
previous calendar month that, as of such last day of the previous
calendar
month, are 60 or more days delinquent (measured under the OTS
delinquency
calculation methodology and with respect to modifications, measured
as set forth
below), are in foreclosure, have been converted to REO Properties
or have been
discharged by reason of bankruptcy, and the denominator of which is
the
aggregate Stated Principal Balance of the Mortgage Loans and REO
Properties as
of the last day of the previous calendar month; provided, however,
that any
Mortgage Loan purchased by the Master Servicer or the NIMS Insurer
pursuant to
Section 3.16 shall not be included in either the numerator or the
denominator
for purposes of calculating the Delinquency Percentage.
"Depositor": Ameriquest Mortgage Securities Inc., a Delaware
corporation, or its successor in interest.
"Depository": The Depository Trust Company, or any successor
Depository
hereafter named. The nominee of the initial Depository, for
purposes of
registering those Certificates that are to be Book-Entry
Certificates, is Cede &
Co. The Depository shall at all times be a "clearing corporation"
as defined in
Section 8-102(3) of the Uniform Commercial Code of the State of New
York and a
"clearing agency" registered pursuant to the provisions of Section
17A of the
Securities Exchange Act of 1934, as amended.
"Depository Institution": Any depository institution or trust
company,
including the Trustee, that (a) is incorporated under the laws of
the United
States of America or any State thereof, (b) is subject to
supervision and
examination by federal or state banking authorities and (c) has
outstanding
unsecured commercial paper or other short-term unsecured debt
obligations that
are rated "P-1" by Moody's, "F-1" by Fitch and "A-1" by S&P (or
comparable
ratings if Moody's, Fitch and S&P are not the Rating
Agencies).
"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": With respect to each Distribution Date, the
10th
day of the calendar month in which such Distribution Date occurs
or, if such
10th day is not a Business Day, the Business Day immediately
preceding such 10th
day.
"Directly Operate": With respect to any REO Property, the
furnishing or
rendering of services to the tenants thereof, the management or
operation of
such REO Property, the holding of such REO Property primarily for
sale to
customers, the performance of any construction work thereon or any
use of such
REO Property in a trade or business conducted by REMIC I other than
through an
Independent Contractor; provided, however, that the Trustee (or the
Master
Servicer on behalf of the Trustee) shall not be considered to
Directly Operate
an REO Property solely because the Trustee (or the Master Servicer
on behalf of
the Trustee) establishes rental terms, chooses tenants, enters into
or renews
leases, deals with taxes and insurance, or makes decisions as to
repairs or
capital expenditures with respect to such REO Property.
"Disqualified Organization": Any of the following: (i) the
United
States, any State or political subdivision thereof, any possession
of the United
States, or any agency or instrumentality of any of the foregoing
(other than an
instrumentality which is a corporation if all of its activities are
subject to
tax and, except for Freddie Mac, a majority of its board of
directors is not
selected by such governmental unit), (ii) any foreign government,
any
international organization, or any agency or instrumentality of any
of the
foregoing, (iii) any organization (other than certain farmers'
cooperatives
described in Section 521 of the Code) which is exempt from the tax
imposed by
Chapter 1 of the Code (including the tax imposed by Section 511 of
the Code on
unrelated business taxable income), (iv) rural electric and
telephone
cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an
"electing
large partnership" and (vi) any other Person so designated by the
Trustee based
upon an Opinion of Counsel that the holding of an Ownership
Interest in a
Residual Certificate by such Person may cause any Trust REMIC or
any Person
having an Ownership Interest in any Class of Certificates (other
than such
Person) to incur a liability for any federal tax imposed under the
Code that
would not otherwise be imposed but for the Transfer of an Ownership
Interest in
a Residual Certificate to such Person. The terms "United States,"
"State" and
"international organization" shall have the meanings set forth in
Section 7701
of the Code or successor provisions.
"Distribution Account": The trust account or accounts created
and
maintained by the Trustee pursuant to Section 3.04(e), which shall
be entitled
"[_], as Trustee, in trust for the registered Holders of Ameriquest
Mortgage
Securities Inc., Asset-Backed Pass-Through Certificates, Series
[_]." The
Distribution Account must be an Eligible Account.
"Distribution Date": The 25th day of any month, or if such 25th day
is
not a Business Day, the next succeeding Business Day, commencing in
[_].
"Due Date": With respect to each Distribution Date, the first day
of
the calendar month in which such Distribution Date occurs, which is
the day of
the month on which the Monthly Payment is due on a Mortgage Loan,
exclusive of
any days of grace.
"Due Period": With respect to any Distribution Date, the period
commencing on the second day of the month immediately preceding the
month in
which such Distribution Date occurs and ending on the related Due
Date.
"Eligible Account": Any of (i) an account or accounts maintained
with a
Depository Institution or trust company the short-term unsecured
debt
obligations of which are rated "F-1" by Fitch, "P-1" by Moody's and
"A-1+" by
S&P (or comparable ratings if Fitch, Moody's and S&P are
not the Rating
Agencies) at the time any amounts are held on deposit therein, (ii)
an account
or accounts the deposits in which are fully insured by the FDIC or
(iii) a trust
account or accounts maintained with the corporate trust department
of a federal
or state chartered depository institution or trust company acting
in its
fiduciary capacity. Eligible Accounts may bear interest.
"ERISA": The Employee Retirement Income Security Act of 1974,
as
amended.
"Escrow Account": The account or accounts created and
maintained
pursuant to Section 3.04(c).
"Escrow Payments": The amounts constituting taxes, and/or fire
and
hazard insurance premiums escrowed by the Mortgagor with the
mortgagee pursuant
to a voluntary escrow agreement related to any Mortgage Loan.
"Estate in Real Property": A fee simple estate or leasehold estate
in a
parcel of land.
"Excess Overcollateralized Amount": With respect to the Class A
Certificates and the Mezzanine Certificates and any Distribution
Date, the
excess, if any, of (i) the Overcollateralized Amount for such
Distribution Date
(calculated for this purpose only after assuming that 100% of the
Principal
Remittance Amount on such Distribution Date has been distributed)
over (ii) the
Overcollateralization Target Amount for such Distribution Date.
"Expense Adjusted Net Maximum Mortgage Rate": With respect to
any
Mortgage Loan (or the related REO Property), as of any date of
determination, a
per annum rate of interest equal to the applicable Maximum Mortgage
Rate (or the
Mortgage Rate for such Mortgage Loan in the case of any Fixed-Rate
Mortgage
Loan) as of the first day of the month preceding the month in which
the
Distribution Date occurs minus the sum of (i) the Trustee Fee Rate
and (ii) the
Servicing Fee Rate.
"Expense Adjusted Net Mortgage Rate": With respect to any Mortgage
Loan
(or the related REO Property), as of any date of determination, a
per annum rate
of interest equal to the applicable Mortgage Rate thereon as of the
first day of
the month preceding the month in which the Distribution Date occurs
minus the
sum of (i) the Trustee Fee Rate and (ii) the Servicing Fee
Rate.
"Extraordinary Trust Fund Expense": Any amounts reimbursable to
the
Trustee, or any director, officer, employee or agent of the
Trustee, from the
Trust Fund pursuant to Section 8.05, any amounts payable from the
Distribution
Account in respect of taxes pursuant to Section 10.01(g)(iii) and
any amounts
payable by the Trustee for the recording of the Assignments
pursuant to Section
2.01.
"Fannie Mae": Fannie Mae, formally known as the Federal
National
Mortgage Association, or any successor thereto.
"FDIC": Federal Deposit Insurance Corporation or any successor
thereto.
"Final Recovery Determination": With respect to any defaulted
Mortgage
Loan or any REO Property (other than a Mortgage Loan or REO
Property purchased
by the Seller, the Depositor or the Master Servicer pursuant to or
as
contemplated by Section 2.03, Section 3.16(a) or Section 9.01), a
determination
made by the Master Servicer that all Insurance Proceeds,
Liquidation Proceeds
and other payments or recoveries which the Master Servicer, in its
reasonable
good faith judgment, expects to be finally recoverable in respect
thereof have
been so recovered. The Master Servicer shall maintain records,
prepared by a
Servicing Officer, of each Final Recovery Determination made
thereby.
"Final Stated Maturity Date": The Distribution Date occurring
in
January 2036.
"Fitch": Fitch Ratings, or its successor in interest.
"Fixed-Rate Certificates": None.
"Fixed-Rate Mortgage Loan": Each of the Mortgage Loans identified
on
the Mortgage Loan Schedule as having a fixed Mortgage Rate.
"Fixed Swap Payment": With respect to any Distribution Date, a
fixed
amount equal to the Fixed Rate Payer Payment Amount, as defined in
the Interest
Rate Swap Agreement.
"Floating Swap Payment": With respect to any Swap Payment Date,
a
floating amount equal to the product of (i) LIBOR (as determined
pursuant to the
Interest Rate Swap Agreement for such Swap Payment Date), (ii) the
related Base
Calculation Amount (as defined in the Interest Rate Swap
Agreement), (iii) 250
and (iv) a fraction, the numerator of which is the actual number of
days elapsed
from and including the previous Swap Payment Date to but excluding
the current
Swap Payment Date (or, for the first Swap Payment Date, the actual
number of
days elapsed from the Closing Date to but excluding the first Swap
Payment
Date), and the denominator of which is 360.
"Formula Rate": For any Distribution Date and each Class of
Adjustable-Rate Certificates, the lesser of (i) One-Month LIBOR
plus the related
Certificate Margin and (ii) the related Maximum Cap Rate.
"Freddie Mac": Freddie Mac, formally known as the Federal Home
Loan
Mortgage Corporation, or any successor thereto.
"Gross Margin": With respect to each Adjustable-Rate Mortgage Loan,
the
fixed percentage set forth in the related Mortgage Note that is
added to the
Index on each Adjustment Date in accordance with the terms of the
related
Mortgage Note to determine the Mortgage Rate for such
Adjustable-Rate Mortgage
Loan.
"Group I Allocation Percentage": With respect to the Group I
Certificates and any Distribution Date, the percentage equivalent
of a fraction,
the numerator of which is (x) the Group I Principal Remittance
Amount for such
Distribution Date and the denominator of which is (y) the Principal
Remittance
Amount for such Distribution Date.
"Group I Certificates": The Class A-1 Certificates.
"Group I Interest Remittance Amount": With respect to any
Distribution
Date, that portion of the Available Funds for such Distribution
Date that
represents interest received or advanced on the Group I Mortgage
Loans, minus an
amount equal to the Group I Net WAC Allocation Percentage of any
Net Swap
Payment or Swap Termination Payment (other than termination
payments resulting
from a Swap Provider Trigger Event) paid to the Interest Rate Swap
Provider.
"Group I Mortgage Loan": A Mortgage Loan assigned to Loan Group I.
All
Group I Mortgage Loans have a principal balance at origination that
conforms to
Freddie Mac loan limits.
"Group I Net WAC Allocation Percentage" for any Distribution Date
will
be the percentage equivalent of a fraction, the numerator of which
will be (x)
the aggregate principal balance of the Group I Mortgage Loans as of
the first
day of the related Due Period and the denominator of which will be
(y) the
aggregate principal balance of the Mortgage Loans as of the first
day of the
related Due Period.
"Group I Principal Distribution Amount": With respect to any
Distribution Date, the sum of (i) the principal portion of each
Monthly Payment
on the Group I Mortgage Loans due during the related Due Period, to
the extent
received on or prior to the related Determination Date or advanced
prior to such
Distribution Date; (ii) the Stated Principal Balance of any Group I
Mortgage
Loan that was purchased during the related Prepayment Period
pursuant to or as
contemplated by Section 2.03, Section 3.16(a) or Section 9.01 and
the amount of
any shortfall deposited in the Collection Account in connection
with the
substitution of a Deleted Mortgage Loan in Loan Group I pursuant to
Section 2.03
during the related Prepayment Period; (iii) the principal portion
of all other
unscheduled collections (including, without limitation, Principal
Prepayments,
Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries and
REO
Principal Amortization) received during the related Prepayment
Period on the
Group I Mortgage Loans, net of any portion thereof that represents
a recovery of
principal for which an Advance was made by the Master Servicer
pursuant to
Section 4.03 in respect of a preceding Distribution Date; and (iv)
the Group I
Allocation Percentage of the amount of any Overcollateralization
Increase Amount
for such Distribution Date; MINUS (v) the Group I Allocation
Percentage of the
amount of any Overcollateralization Reduction Amount for such
Distribution Date.
In no event shall the Group I Principal Distribution Amount with
respect to any
Distribution Date be (x) less than zero or (y) greater than the
then outstanding
aggregate Certificate Principal Balance of the Class A and
Mezzanine
Certificates.
"Group I Principal Remittance Amount": With respect to any
Distribution
Date, the sum of the amounts described in clauses (i) through (iii)
of the
definition of Group I Principal Distribution Amount.
"Group II Allocation Percentage": With respect to the Group II
Certificates and any Distribution Date, the percentage equivalent
of a fraction,
the numerator of which is (x) the Group II Principal Remittance
Amount for such
Distribution Date and the denominator of which is (y) the Principal
Remittance
Amount for such Distribution Date.
"Group II Certificates": The Class A-2A, Class A-2B, Class A-2C
and
Class A-2D Certificates.
"Group II Interest Remittance Amount": With respect to any
Distribution
Date, that portion of the Available Funds for such Distribution
Date that
represents interest received or advanced on the Group II Mortgage
Loans, minus
an amount equal to the Group II Net WAC Allocation Percentage of
any Net Swap
Payment or Swap Termination Payment (other than termination
payments resulting
from a Swap Provider Trigger Event) paid to the Interest Rate Swap
Provider.
"Group II Mortgage Loan": A Mortgage Loan assigned to Loan Group
II,
all with a principal balance at origination that may or may not
conform to
Fannie Mae or Freddie Mac loan limits.
"Group II Net WAC Allocation Percentage" for any Distribution Date
will
be the percentage equivalent of a fraction, the numerator of which
will be (x)
the aggregate principal balance of the Group II Mortgage Loans as
of the first
day of the related Due Period and the denominator of which will be
(y) the
aggregate principal balance of the Mortgage Loans as of the first
day of the
related Due Period.
"Group II Principal Distribution Amount": With respect to any
Distribution Date, the sum of (i) the principal portion of each
Monthly Payment
on the Group II Mortgage Loans due during the related Due Period,
to the extent
received on or prior to the related Determination Date or advanced
prior to such
Distribution Date; (ii) the Stated Principal Balance of any Group
II Mortgage
Loan that was purchased during the related Prepayment Period
pursuant to or as
contemplated by Section 2.03, Section 3.16(a) or Section 9.01 and
the amount of
any shortfall deposited in the Collection Account in connection
with the
substitution of a Deleted Mortgage Loan in Loan Group II pursuant
to Section
2.03 during the related Prepayment Period; (iii) the principal
portion of all
other unscheduled collections (including, without limitation,
Principal
Prepayments, Insurance Proceeds, Liquidation Proceeds, Subsequent
Recoveries and
REO Principal Amortization) received during the related Prepayment
Period on the
Group II Mortgage Loans, net of any portion thereof that represents
a recovery
of principal for which an Advance was made by the Master Servicer
pursuant to
Section 4.03 in respect of a preceding Distribution Date and (iv)
the Group II
Allocation Percentage of the amount of any Overcollateralization
Increase Amount
for such Distribution Date; MINUS (v) the Group II Allocation
Percentage of the
amount of any Overcollateralization Reduction Amount for such
Distribution Date.
In no event shall the Group II Principal Distribution Amount with
respect to any
Distribution Date be (x) less than zero or (y) greater than the
then outstanding
aggregate Certificate Principal Balance of the Class A and
Mezzanine
Certificates.
"Group II Principal Remittance Amount": With respect to any
Distribution Date, the sum of the amounts described in clauses (i)
through (iii)
of the definition of Group II Principal Distribution Amount.
"Highest Priority": As of any date of determination, the Class
of
Mezzanine Certificates then outstanding with a Certificate
Principal Balance
greater than zero, with the highest priority for payments pursuant
to Section
4.01, in the following order of decreasing priority: the Class M-1
Certificates,
the Class M-2 Certificates, the Class M-3 Certificates, the Class
M-4
Certificates, the Class M-5 Certificates, the Class M-6
Certificates, the Class
M-7 Certificates, the Class M-8 Certificates, the Class M-9
Certificates and the
Class M-10 Certificates.
"HOEPA": The Home Ownership and Equity Protection Act of 1994.
"Indenture": An indenture relating to the issuance of notes secured
by
all or a portion of the Class CE Certificates, the Class P
Certificates and/or
the Residual Certificates, which may or may not be guaranteed by
the NIMS
Insurer.
"Independent": When used with respect to any specified Person, any
such
Person who (a) is in fact independent of the Depositor, the Master
Servicer, the
Seller and their respective Affiliates, (b) does not have any
direct financial
interest in or any material indirect financial interest in the
Depositor, the
Seller, the Master Servicer or any Affiliate thereof, and (c) is
not connected
with the Depositor, the Seller, the Master Servicer or any
Affiliate thereof as
an officer, employee, promoter, underwriter, trustee, partner,
director or
Person performing similar functions; provided, however, that a
Person shall not
fail to be Independent of the Depositor, the Seller, the Master
Servicer or any
Affiliate thereof merely because such Person is the beneficial
owner of 1% or
less of any class of securities issued by the Depositor or the
Master Servicer
or any Affiliate thereof, as the case may be.
"Independent Contractor": Either (i) any Person (other than the
Master
Servicer) that would be an "independent contractor" with respect to
REMIC I
within the meaning of Section 856(d)(3) of the Code if such REMIC
were a real
estate investment trust (except that the ownership tests set forth
in that
section shall be considered to be met by any Person that owns,
directly or
indirectly, 35% or more of any Class of Certificates), so long as
such REMIC
does not receive or derive any income from such Person and provided
that the
relationship between such Person and such REMIC is at arm's length,
all within
the meaning of Treasury Regulation Section 1.856-4(b)(5), or (ii)
any other
Person (including the Master Servicer) if the Trustee has received
an Opinion of
Counsel to the effect that the taking of any action in respect of
any REO
Property by such Person, subject to any conditions therein
specified, that is
otherwise herein contemplated to be taken by an Independent
Contractor shall not
cause such REO Property to cease to qualify as "foreclosure
property" within the
meaning of Section 860G(a)(8) of the Code (determined without
regard to the
exception applicable for purposes of Section 860D(a) of the Code),
or cause any
income realized in respect of such REO Property to fail to qualify
as Rents from
Real Property.
"Index": With respect to each Adjustable-Rate Mortgage Loan and
each
related Adjustment Date, the average of the interbank offered rates
for
six-month United States dollar deposits in the London market as
published in THE
WALL STREET JOURNAL and as most recently available as of the first
business day
45 days or more prior to such Adjustment Date, as specified in the
related
Mortgage Note.
"Insurance Proceeds": Proceeds of any title policy, hazard policy
or
other insurance policy covering a Mortgage Loan to the extent such
proceeds are
not to be applied to the restoration of the related Mortgaged
Property or
released to the Mortgagor in accordance with the procedures that
the Master
Servicer would follow in servicing mortgage loans held for its own
account,
subject to the terms and conditions of the related Mortgage Note
and Mortgage.
"Interest Accrual Period": With respect to any Distribution Date
and
the Adjustable-Rate Certificates, the period commencing on the
Distribution Date
in the month immediately preceding the month in which such
Distribution Date
occurs (or, in the case of the first Distribution Date, commencing
on the
Closing Date) and ending on the day preceding such Distribution
Date. With
respect to any Distribution Date and the Class CE Certificates and
the REMIC II
Regular Interests, the one-month period ending on the last day of
the calendar
month preceding the month in which such Distribution Date
occurs.
"Interest Carry Forward Amount": With respect to any Distribution
Date
and any Class of Class A Certificates or Mezzanine Certificates,
the sum of (i)
the amount, if any, by which (a) the Interest Distribution Amount
for such Class
of Certificates as of the immediately preceding Distribution Date
exceeded (b)
the actual amount distributed on such Class of Certificates in
respect of
interest on such immediately preceding Distribution Date and (ii)
the amount of
any Interest Carry Forward Amount for such Class of Certificates
remaining
undistributed from the previous Distribution Date, plus accrued
interest thereon
calculated at the related Pass-Through Rate for the most recently
ended Interest
Accrual Period.
"Interest Determination Date": With respect to the
Adjustable-Rate
Certificates, and solely for purposes of calculating the Marker
Rate, REMIC II
Regular Interest II-LTA1, REMIC II Regular Interest II-LTA2A, REMIC
II Regular
Interest II-LTA2B, REMIC II Regular Interest II-LTA2C, REMIC II
Regular Interest
II-LTA2D, REMIC II Regular Interest II-LTM1, REMIC II Regular
Interest II-LTM2,
REMIC II Regular Interest II-LTM3, REMIC II Regular Interest
II-LTM4, REMIC II
Regular Interest II-LTM5, REMIC II Regular Interest II-LTM6, REMIC
II Regular
Interest II-LTM7, REMIC II Regular Interest II-LTM8, REMIC II
Regular Interest
II-LTM9 and REMIC II Regular Interest II-LTM10 and any Interest
Accrual Period
therefor (other than the first Interest Accrual Period), the second
LIBOR
Business Day preceding the commencement of such Interest Accrual
Period.
"Interest Distribution Amount": With respect to any Distribution
Date
and any Class of Class A Certificates or Mezzanine Certificates and
the Class CE
Certificates, the aggregate Accrued Certificate Interest on the
Certificates of
such Class for such Distribution Date.
"Interest Rate Swap Agreement": The 1992 ISDA Master Agreement
(Multicurrency-Cross Border) dated as of [_] (together with the
schedule
thereto, the Master Agreement) between [_] and the Trustee, an ISDA
Credit
Support Annex (Bilateral Form-New York Law) as of the same date,
which
supplements, forms part of, and is subject to the Master Agreement,
and a
confirmation of the same date, which supplements and forms part of
the Master
Agreement, reference #[_].
"Interest Rate Swap Provider": Bear Stearns Financial Products Inc.
or
any successor under the Interest Rate Swap Agreement.
"Late Collections": With respect to any Mortgage Loan and any
Due
Period, all amounts received subsequent to the Determination Date
immediately
following such Due Period, whether as late payments of Monthly
Payments or as
Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries or
otherwise,
which represent late payments or collections of principal and/or
interest due
(without regard to any acceleration of payments under the related
Mortgage and
Mortgage Note) but delinquent for such Due Period and not
previously recovered.
"LIBOR Business Day": Any day on which banks in the City of London
and
the City of New York are open and conducting transactions in United
States
dollars.
"Liquidation Event": With respect to any Mortgage Loan, any of
the
following events: (i) such Mortgage Loan is paid in full; (ii) a
Final Recovery
Determination is made as to such Mortgage Loan; or (iii) such
Mortgage Loan is
removed from REMIC I by reason of its being purchased, sold or
replaced pursuant
to or as contemplated by Section 2.03, Section 3.16(a) or Section
9.01. With
respect to any REO Property, either of the following events: (i) a
Final
Recovery Determination is made as to such REO Property; or (ii)
such REO
Property is removed from REMIC I by reason of its being purchased
pursuant to
Section 9.01.
"Liquidation Proceeds": The amount (other than Insurance Proceeds
or
amounts received in respect of the rental of any REO Property prior
to REO
Disposition) received by the Master Servicer in connection with (i)
the taking
of all or a part of a Mortgaged Property by exercise of the power
of eminent
domain or condemnation, (ii) the liquidation of a defaulted
Mortgage Loan
through a trustee's sale, foreclosure sale or otherwise or (iii)
the repurchase,
substitution or sale of a Mortgage Loan or an REO Property pursuant
to or as
contemplated by Section 2.03, Section 3.13, Section 3.16(a) or
Section 9.01.
"Loan Group": Loan Group I or Loan Group II, as the context
requires.
"Loan Group I": The group of Mortgage Loans identified in the
Mortgage
Loan Schedule as having been assigned to Loan Group I.
"Loan Group II": The group of Mortgage Loans identified in the
Mortgage
Loan Schedule as having been assigned to Loan Group II.
"Loan-to-Value Ratio": As of any date of determination, the
fraction,
expressed as a percentage, the numerator of which is the Stated
Principal
Balance of the related Mortgage Loan at such date and the
denominator of which
is the Value of the related Mortgaged Property.
"Loss Mitigation Action Plan": The policies and procedures set
forth in
Exhibit I hereto relating to the realization on delinquent Mortgage
Loans, which
are incorporated by reference into this Agreement and shall be
deemed a part
hereof. "Lost Note Affidavit": With respect to any Mortgage Loan as
to which the
original Mortgage Note has been permanently lost, misplaced or
destroyed and has
not been replaced, an affidavit from the Seller certifying that the
original
Mortgage Note has been lost, misplaced or destroyed (together with
a copy of the
related Mortgage Note) and indemnifying the Trust Fund against any
loss, cost or
liability resulting from the failure to deliver the original
Mortgage Note, in
the form of Exhibit B hereto.
"Marker Rate": With respect to the Class CE Interest and any
Distribution Date, a per annum rate equal to two (2) times the
weighted average
of the REMIC II Remittance Rate for REMIC II Regular Interest
II-LTA1, REMIC II
Regular Interest II-LTA2A, REMIC II Regular Interest II-LTA2B,
REMIC II Regular
Interest II-LTA2C, REMIC II Regular Interest II-LTA2D, REMIC II
Regular Interest
II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II Regular
Interest II-LTM3,
REMIC II Regular Interest II-LTM4, REMIC II Regular Interest
II-LTM5, REMIC II
Regular Interest II-LTM6, REMIC II Regular Interest II-LTM7, REMIC
II Regular
Interest II-LTM8, REMIC II Regular Interest II-LTM9, REMIC II
Regular Interest
II-LTM10, and REMIC II Regular Interest II-LTZZ, with the rate on
each such
REMIC II Regular Interest (other than REMIC II Regular Interest
II-LTZZ) subject
to the lesser of (i) LIBOR plus the related Certificate Margin and
(ii) the
related Net WAC Pass-Through Rate for the purpose of this
calculation for such
Distribution Date and with the rate on REMIC II Regular Interest
II-LTZZ subject
to a cap of zero for the purpose of this calculation; provided,
however, that
solely for this purpose, calculations of the REMIC II Remittance
Rate and the
related caps with respect to REMIC II Regular Interest II-LTA1,
REMIC II Regular
Interest II-LTA2A, REMIC II Regular Interest II-LTA2B, REMIC II
Regular Interest
II-LTA2C, REMIC II Regular Interest II-LTA2D, REMIC II Regular
Interest II-LTM1,
REMIC II Regular Interest II-LTM2, REMIC II Regular Interest
II-LTM3, REMIC II
Regular Interest II-LTM4, REMIC II Regular Interest II-LTM5, REMIC
II Regular
Interest II-LTM6, REMIC II Regular Interest II-LTM7, REMIC II
Regular Interest
II-LTM8, REMIC II Regular Interest II-LTM9 and REMIC II Regular
Interest
II-LTM10, shall be multiplied by a fraction, the numerator of which
is the
actual number of days in the Interest Accrual Period and the
denominator of
which is 30.
"Master Servicer": Ameriquest Mortgage Company or any successor
master
servicer appointed as herein provided, in its capacity as Master
Servicer
hereunder.
"Master Servicer Event of Default": One or more of the events
described
in Section 7.01.
"Master Servicer Prepayment Charge Payment Amount": The amounts
payable
by the Master Servicer pursuant to Section 2.03(b) in respect of
any waived (or,
with respect to subsequent changes of law, any unenforceable)
Prepayment
Charges.
"Master Servicer Remittance Date": With respect to any
Distribution
Date, 3:00 p.m. New York time on the last Business Day preceding
such
Distribution Date.
"Master Servicer Reporting Date": With respect to any
Distribution
Date, 3:00 p.m. New York time on the 18th day of the calendar month
in which
such Distribution Date occurs or, if such 18th day is not a
Business Day, the
Business Day immediately succeeding such 18th day.
"Master Servicer Termination Test": With respect to any
Distribution
Date, the Master Servicer Termination Test shall be failed if the
Cumulative
Loss Percentage exceeds [_]%.
"Maximum Cap Rate": For any Distribution Date with respect to the
Group
I Certificates, a per annum rate equal to the sum of (i) the
product of (x) the
weighted average of the Expense Adjusted Net Maximum Mortgage Rates
of the Group
I Mortgage Loans minus an amount, expressed as a percentage, equal
to the Net
Swap Payment and Swap Termination Payment, if any (other than
termination
payments resulting from a Swap Provider Trigger Event), due from
the Trust for
such Distribution Date, multiplied by 12, weighted on the basis of
the
outstanding Stated Principal Balances of the Group I Mortgage Loans
as of the
first day of the month preceding the month of such Distribution
Date (after
giving effect to scheduled payments of principal due during the
related Due
Period, to the extent received or advanced, and unscheduled
collections of
principal received during the related Prepayment Period) and (y) a
fraction, the
numerator of which is 30 and the denominator of which is the actual
number of
days elapsed in the related Interest Accrual Period and (ii) an
amount,
expressed as a percentage, equal to a fraction, the numerator of
which is equal
to the Net Swap Payment made by the Interest Rate Swap Provider and
the
denominator of which is equal to the aggregate Stated Principal
Balance of the
Mortgage Loans, multiplied by 12.
For any Distribution Date with respect to the Group II
Certificates, a
per annum rate equal to the sum of (i) the product of (x) the
weighted average
of the Expense Adjusted Net Maximum Mortgage Rates of the Group II
Mortgage
Loans minus an amount, expressed as a percentage, equal to the Net
Swap Payment
and Swap Termination Payment, if any (other than termination
payments resulting
from a Swap Provider Trigger Event), due from the Trust for such
Distribution
Date, multiplied by 12, weighted on the basis of the outstanding
Stated
Principal Balances of the Group II Mortgage Loans as of the first
day of the
month preceding the month of such Distribution Date (after giving
effect to
scheduled payments of principal due during the related Due Period,
to the extent
received or advanced, and unscheduled collections of principal
received during
the related Prepayment Period) and (y) a fraction, the numerator of
which is 30
and the denominator of which is the actual number of days elapsed
in the related
Interest Accrual Period and (ii) an amount, expressed as a
percentage, equal to
a fraction, the numerator of which is equal to the Net Swap Payment
made by the
Interest Rate Swap Provider and the denominator of which is equal
to the
aggregate Stated Principal Balance of the Mortgage Loans,
multiplied by 12.
For any Distribution Date with respect to the Mezzanine
Certificates, a
per annum rate equal to the sum of (i) the product of (x) the
weighted average
(weighted on the basis of the results of subtracting from the
aggregate Stated
Principal Balance of the applicable Loan Group, the current
Certificate
Principal Balance of the related Class A Certificates) of the
weighted average
of the Expense Adjusted Net Maximum Mortgage Rates of the Group I
Mortgage Loans
and the Group II Mortgage Loans, in each case, weighted on the
basis of the
outstanding Stated Principal Balances of the related Mortgage Loans
as of the
first day of the month preceding the month of such Distribution
Date (after
giving effect to scheduled payments of principal due during the
related Due
Period, to the extent received or advanced, and unscheduled
collections of
principal received during the related Prepayment Period) and (y) a
fraction, the
numerator of which is 30 and the denominator of which is the actual
number of
days elapsed in the related Interest Accrual Period and (ii) an
amount,
expressed as a percentage, equal to a fraction, the numerator of
which is equal
to the Net Swap Payment made by the Interest Rate Swap Provider and
the
denominator of which is equal to the aggregate Stated Principal
Balance of the
Mortgage Loans, multiplied by 12.
"Maximum II-LTZZ Uncertificated Interest Deferral Amount": With
respect
to any Distribution Date, the excess of (i) accrued interest at the
REMIC II
Remittance Rate applicable to REMIC II Regular Interest II-LTZZ for
such
Distribution Date on a balance equal to the Uncertificated Balance
of REMIC II
Regular Interest II-LTZZ minus the REMIC II Overcollateralization
Amount, in
each case for such Distribution Date, over (ii) the Uncertificated
Interest on
REMIC II Regular Interest II-LTA1, REMIC II Regular Interest
II-LTA2A, REMIC II
Regular Interest II-LTA2B, REMIC II Regular Interest II-LTA2C,
REMIC II Regular
Interest II-LTA2D, REMIC II Regular Interest II-LTM1, REMIC II
Regular Interest
II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II Regular
Interest II-LTM4,
REMIC II Regular Interest II-LTM5, REMIC II Regular Interest
II-LTM6, REMIC II
Regular Interest II-LTM7, REMIC II Regular Interest II-LTM8, REMIC
II Regular
Interest II-LTM9 and REMIC II Regular Interest II-LTM10 for such
Distribution
Date, with the rate on each such REMIC II Regular Interest subject
to a cap
equal to the lesser of (i) LIBOR plus the related Certificate
Margin and (ii)
the related Net WAC Pass-Through Rate; provided, however, that
solely for this
purpose, calculations of the REMIC II Remittance Rate and the
related caps with
respect to REMIC II Regular Interest II-LTA1, REMIC II Regular
Interest
II-LTA2A, REMIC II Regular Interest II-LTA2B, REMIC II Regular
Interest
II-LTA2C, REMIC II Regular Interest II-LTA2D, REMIC II Regular
Interest II-LTM1,
REMIC II Regular Interest II-LTM2, REMIC II Regular Interest
II-LTM3, REMIC II
Regular Interest II-LTM4, REMIC II Regular Interest II-LTM5, REMIC
II Regular
Interest II-LTM6, REMIC II Regular Interest II-LTM7, REMIC II
Regular Interest
II-LTM8, REMIC II Regular Interest II-LTM9 and REMIC II Regular
Interest
II-LTM10 shall be multiplied by a fraction, the numerator of which
is the actual
number of days in the Interest Accrual Period and the denominator
of which is
30.
"Maximum Mortgage Rate": With respect to each Adjustable-Rate
Mortgage
Loan, the percentage set forth in the related Mortgage Note as the
maximum
Mortgage Rate thereunder.
"Mezzanine Certificate": Any one of the Class M-1 Certificates,
Class
M-2 Certificates, Class M-3 Certificates, Class M-4 Certificates,
Class M-5
Certificates, Class M-6 Certificates, Class M-7 Certificates, Class
M-8
Certificates, Class M-9 Certificates and Class M-10
Certificates.
"Minimum Mortgage Rate": With respect to each Adjustable-Rate
Mortgage
Loan, the percentage set forth in the related Mortgage Note as the
minimum
Mortgage Rate thereunder.
"Monthly Payment": With respect to any Mortgage Loan, the
scheduled
monthly payment of principal and interest on such Mortgage Loan
which is payable
by the related Mortgagor from time to time under the related
Mortgage Note,
determined: (a) after giving effect to (i) any Deficient Valuation
and/or Debt
Service Reduction with respect to such Mortgage Loan and (ii) any
reduction in
the amount of interest collectible from the related Mortgagor
pursuant to the
Relief Act; (b) without giving effect to any extension granted or
agreed to by
the Master Servicer pursuant to Section 3.02; and (c) on the
assumption that all
other amounts, if any, due under such Mortgage Loan are paid when
due.
"Moody's": Moody's Investors Service, Inc., or its successor in
interest.
"Mortgage": The mortgage, deed of trust or other instrument
creating a
first lien or second lien on a Mortgaged Property securing a
Mortgage Note.
"Mortgage File": The mortgage documents listed in Section 2.01
pertaining to a particular Mortgage Loan and any additional
documents required
to be added to the Mortgage File pursuant to this Agreement.
"Mortgage Loan": Each mortgage loan transferred and assigned to
the
Trustee pursuant to Section 2.01 or Section 2.03(d) of this
Agreement, as held
from time to time as a part of REMIC I, the Mortgage Loans so held
being
identified in the Mortgage Loan Schedule.
"Mortgage Loan Purchase Agreement": The agreement between the
Seller
and the Depositor, regarding the transfer of the Mortgage Loans by
the Seller to
or at the direction of the Depositor, substantially in the form of
Exhibit D
annexed hereto.
"Mortgage Loan Schedule": As of any date, the list of Mortgage
Loans
included in REMIC I on such date, separately identifying the Group
I Mortgage
Loans and the Group II Mortgage Loans, attached hereto as Schedule
1. The
Mortgage Loan Schedule shall set forth the following information
with respect to
each Mortgage Loan:
(1) the
Seller's Mortgage Loan identifying number;
(2)
[reserved];
(3) the state
and zip code of the Mortgaged Property;
(4) a code
indicating whether the Mortgaged Property is
owner-occupied;
(5) the type
of Residential Dwelling constituting the Mortgaged
Property;
(6) the
original months to maturity;
(7) the
Loan-to-Value Ratio or Combined Loan-to-Value Ratio at
origination;
(8) the
Mortgage Rate in effect immediately following the Cut-off
Date;
(9) the date
on which the first Monthly Payment was due on the
Mortgage Loan;
(10)
the stated maturity date;
(11)
the amount of the Monthly Payment due on the first Due Date
after the Cut-off Date;
(12)
the last Due Date on which a Monthly Payment was actually
applied to the unpaid Stated Principal Balance;
(13)
the original principal amount of the Mortgage Loan;
(14)
the Scheduled Principal Balance of the Mortgage Loan as of the
close of business on the Cut-off Date;
(15)
with
respect to the Adjustable-Rate Mortgage Loans, the Gross
Margin;
(16)
a code indicating the purpose of the Mortgage Loan (I.E.,
purchase, refinance debt consolidation cashout, or refinance
debt consolidation no cashout);
(17)
with respect to the Adjustable-Rate Mortgage Loans, the
Maximum Mortgage Rate;
(18)
with respect to the Adjustable-Rate Mortgage Loans, the
Minimum Mortgage Rate;
(19)
the Mortgage Rate at origination;
(20)
with respect to the Adjustable-Rate Mortgage Loans, the
Periodic Rate Cap and the maximum first Adjustment Date
Mortgage Rate adjustment;
(21)
a code indicating the documentation program (I.E., Full
Documentation, Limited Documentation or Stated Income);
(22)
with respect to the Adjustable-Rate Mortgage Loans, the first
Adjustment Date immediately following the Cut-off Date;
(23)
the risk grade;
(24)
the Value of the Mortgaged Property;
(25)
the sale price of the Mortgaged Property, if applicable;
(26)
the FICO score of the primary Mortgagor; and
(27)
[reserved].
The Mortgage Loan Schedule shall set forth the following
information
with respect to the Mortgage Loans by Loan Group and in the
aggregate as of the
Cut-off Date: (1) the number of Mortgage Loans; (2) the current
Stated Principal
Balance of the Mortgage Loans; (3) the weighted average Mortgage
Rate of the
Mortgage Loans; and (4) the weighted average maturity of the
Mortgage Loans. The
Mortgage Loan Schedule shall be amended from time to time by the
Depositor in
accordance with the provisions of this Agreement. With respect to
any Qualified
Substitute Mortgage Loan, the Cut-off Date shall refer to the
related Cut-off
Date for such Mortgage Loan, determined in accordance with the
definition of
Cut-off Date herein.
"Mortgage Note": The original executed note or other evidence of
the
indebtedness of a Mortgagor under a Mortgage Loan.
"Mortgage Pool": The pool of Mortgage Loans, identified on Schedule
1
from time to time, and any REO Properties acquired in respect
thereof.
"Mortgage Rate": With respect to each Mortgage Loan, the annual
rate at
which interest accrues on such Mortgage Loan from time to time in
accordance
with the provisions of the related Mortgage Note, which rate (i)
with respect to
each Fixed-Rate Mortgage Loan shall remain constant at the rate set
forth in the
Mortgage Loan Schedule as the Mortgage Rate in effect immediately
following the
Cut-off Date and (ii) with respect to each Adjustable-Rate Mortgage
Loan, (A) as
of any date of determination until the first Adjustment Date
following the
Cut-off Date shall be the rate set forth in the Mortgage Loan
Schedule as the
Mortgage Rate in effect immediately following the Cut-off Date and
(B) as of any
date of determination thereafter shall be the rate as adjusted on
the most
recent Adjustment Date equal to the sum, rounded to the nearest
0.125% as
provided in the Mortgage Note, of the Index, as most recently
available as of a
date prior to the Adjustment Date as set forth in the related
Mortgage Note,
plus the related Gross Margin; provided that the Mortgage Rate on
such
Adjustable-Rate Mortgage Loan on any Adjustment Date shall never be
more than
the lesser of (i) the sum of the Mortgage Rate in effect
immediately prior to
the Adjustment Date plus the related Periodic Rate Cap, if any, and
(ii) the
related Maximum Mortgage Rate, and shall never be less than the
greater of (i)
the Mortgage Rate in effect immediately prior to the Adjustment
Date less the
Periodic Rate Cap, if any, and (ii) the related Minimum Mortgage
Rate. With
respect to each Mortgage Loan that becomes an REO Property, as of
any date of
determination, the annual rate determined in accordance with the
immediately
preceding sentence as of the date such Mortgage Loan became an REO
Property.
"Mortgaged Property": The underlying property identified in the
related
Mortgage as securing a Mortgage Loan, including any REO Property,
consisting of
an Estate in Real Property improved by a Residential Dwelling
(excluding for
purposes of construing the representations or warranties made in
the Mortgage
Loan Purchase Agreement, any improvements thereupon not considered
by the
appraiser in determining the Value of such Mortgaged Property).
"Mortgagor": The obligor on a Mortgage Note.
"Net Monthly Excess Cashflow": With respect to any Distribution
Date,
the sum of (i) any Overcollateralization Reduction Amount for such
Distribution
Date and (ii) the excess of (x) the Available Funds for such
Distribution Date
over (y) the sum for such Distribution Date of (A) the Senior
Interest
Distribution Amount, (B) the Interest Distribution Amounts payable
to the
Mezzanine Certificates and (C) the Principal Remittance Amount.
"Net
Mortgage Rate": With respect to any Mortgage Loan (or the
related
REO Property) as of any date of determination, a per annum rate of
interest
equal to the then applicable Mortgage Rate for such Mortgage Loan
minus the
Servicing Fee Rate.
"Net Swap Payment": In the case of payments made by the Trust,
the
excess, if any, of (x) the Fixed Swap Payment over (y) the Floating
Swap
Payment, and in the case of payments made by the Interest Rate Swap
Provider,
the excess, if any, of (x) the Floating Swap Payment over (y) the
Fixed Swap
Payment. In each case, the Net Swap Payment shall not be less than
zero.
"Net WAC Pass-Through Rate": For any Distribution Date with respect
to
the Group I Certificates, a per annum rate equal to the product of
(x) the
weighted average of the Expense Adjusted Net Mortgage Rates of the
Group I
Mortgage Loans, weighted on the basis of the outstanding Stated
Principal
Balances of the Group I Mortgage Loans as of the first day of the
month
preceding the month of such Distribution Date (after giving effect
to scheduled
payments of principal due during the related Due Period, to the
extent received
or advanced, and unscheduled collections of principal received
during the
related Prepayment Period) and (y) a fraction, the numerator of
which is 30 and
the denominator of which is the actual number of days elapsed in
the related
Interest Accrual Period minus an amount, expressed as a percentage,
equal to the
Net Swap Payment and Swap Termination Payment, if any (other than
termination
payments resulting from a Swap Provider Trigger Event), due from
the Trust for
such Distribution Date, divided by the aggregate Stated Principal
Balance of the
Mortgage Loans, multiplied by 12. For federal income tax purposes,
for any
Distribution Date with respect to the REMIC III Regular Interests
the ownership
of which is represented by the Group I Certificates, the economic
equivalent of
such rate shall be expressed as the weighted average (adjusted for
the actual
number of days elapsed in the related Interest Accrual Period) of
the REMIC II
Remittance Rate on REMIC II Regular Interest II-LT1GRP, weighted on
the basis of
the Uncertificated Balance of such REMIC II Regular Interest.
For any Distribution Date with respect to the Group II
Certificates, a
per annum rate equal to the product of (x) the weighted average of
the Expense
Adjusted Net Mortgage Rates of the Group II Mortgage Loans,
weighted on the
basis of the outstanding Stated Principal Balances of the Group II
Mortgage
Loans as of the first day of the month preceding the month of such
Distribution
Date (after giving effect to scheduled payments of principal due
during the
related Due Period, to the extent received or advanced, and
unscheduled
collections of principal received during the related Prepayment
Period) and (y)
a fraction, the numerator of which is 30 and the denominator of
which is the
actual number of days elapsed in the related Interest Accrual
Period minus an
amount, expressed as a percentage, equal to the Net Swap Payment
and Swap
Termination Payment, if any (other than termination payments
resulting from a
Swap Provider Trigger Event), due from the Trust for such
Distribution Date,
divided by the aggregate Stated Principal Balance of the Mortgage
Loans,
multiplied by 12. For federal income tax purposes, for any
Distribution Date
with respect to the REMIC III Regular Interests the ownership of
which is
represented by the Group II Certificates, the economic equivalent
of such rate
shall be expressed as the weighted average (adjusted for the actual
number of
days elapsed in the related Interest Accrual Period) of the REMIC
II Remittance
Rate on REMIC II Regular Interest II-LT2GRP, weighted on the basis
of the
Uncertificated Balance of such REMIC II Regular Interest.
For any Distribution Date with respect to the Mezzanine
Certificates, a
per annum rate equal to the product of (x) the weighted average
(weighted on the
basis of the results of subtracting from the aggregate Stated
Principal Balance
of each Loan Group the current aggregate Certificate Principal
Balance of the
related Class A Certificates) of the Net WAC Pass-Through Rate for
the Group I
Certificates and the Net WAC Pass-Through Rate for the Group II
Certificates and
(y) a fraction, the numerator of which is 30 and the denominator of
which is the
actual number of days elapsed in the related Interest Accrual
Period. For
federal income tax purposes, for any Distribution Date with respect
to the REMIC
III Regular Interests the ownership of which is represented by the
Mezzanine
Certificates, the economic equivalent of such rate shall be
expressed as the
weighted average (adjusted for the actual number of days elapsed in
the related
Interest Accrual Period) of the REMIC II Remittance Rates on (a)
REMIC II
Regular Interest II-LT1SUB, subject to a cap and a floor equal to
the weighted
average of the Expense Adjusted Net Mortgage Rates of the Group I
Mortgage Loans
and (b) REMIC II Regular Interest II-LT2SUB, subject to a cap and a
floor equal
to the weighted average of the Expense Adjusted Net Mortgage Rates
of the Group
II Mortgage Loans.
"Net WAC Rate Carryover Amount": With respect to any Class of Class
A
Certificates and the Mezzanine Certificates and any Distribution
Date, the sum
of (A) the excess, if any, of (i) the amount of interest such
Certificates would
have accrued for such Distribution Date had the applicable
Pass-Through Rate
been calculated at the related Formula Rate, over (ii) the amount
of interest
accrued on such Certificates at the related Net WAC Pass-Through
Rate for such
Distribution Date and (B) the related Net WAC Rate Carryover Amount
for the
previous Distribution Date not previously paid, together with
interest thereon
at a rate equal to the related Formula Rate applicable for such
Class in each
case for the Interest Accrual Period for the current Distribution
Date.
"Net WAC Rate Carryover Reserve Account": The Net WAC Rate
Carryover
Reserve Account established and maintained pursuant to Section
4.11.
"New Lease": Any lease of REO Property entered into on behalf of
REMIC
I, including any lease renewed or extended on behalf of REMIC I, if
REMIC I has
the right to renegotiate the terms of such lease.
"NIMS Insurer": Any insurer that is guaranteeing certain payments
under
notes secured by collateral which includes, among other things, all
or a portion
of the Class CE Certificates, the Class P Certificates and/or the
Residual
Certificates.
"Nonrecoverable Advance": Any Advance previously made or proposed
to be
made in respect of a Mortgage Loan or REO Property that, in the
good faith
business judgment of the Master Servicer, will not or, in the case
of a proposed
Advance, would not be ultimately recoverable from related Late
Collections,
Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan or
REO Property
as provided herein.
"Nonrecoverable Servicing Advance": Any Servicing Advance
previously
made or proposed to be made in respect of a Mortgage Loan or REO
Property that,
in the good faith business judgment of the Master Servicer, shall
not or, in the
case of a proposed Servicing Advance, would not be ultimately
recoverable from
related Late Collections, Insurance Proceeds or Liquidation
Proceeds on such
Mortgage Loan or REO Property as provided herein.
"Non-United States Person": Any Person other than a United
States
Person.
"Notional Amount": With respect to the Class CE Interest and
any
Distribution Date, the aggregate Uncertificated Balance of the
REMIC II Regular
Interests (other than REMIC II Regular Interest II-LTIO and REMIC
II Regular
Interest II-LTP), immediately prior to such Distribution Date. For
federal
income tax purposes, the Class CE Certificates will not have a
Notional Amount,
but will be entitled to 100% of amounts distributed in respect of
the Class CE
Interest.
"Offered Certificate": Any one of the Class A Certificates and
the
Mezzanine Certificates (other than the Private Mezzanine
Certificates) issued
under this Agreement.
"Officers' Certificate": With respect to the Depositor, a
certificate
signed by the Chairman of the Board, the Vice Chairman of the
Board, the
President or a vice president (however denominated), and by the
Treasurer, the
Secretary, or one of the assistant treasurers or assistant
secretaries. With
respect to the Master Servicer, any officer who is authorized to
act for the
Master Servicer in matters relating to this Agreement, and whose
action is
binding upon the Master Servicer, initially including those
individuals whose
names appear on the list of authorized officers delivered at the
closing.
"One-Month LIBOR": With respect to the Adjustable-Rate
Certificates,
REMIC II Regular Interest II-LTA1, REMIC II Regular Interest
II-LTA2A, REMIC II
Regular Interest II-LTA2B, REMIC II Regular Interest II-LTA2C,
REMIC II Regular
Interest II-LTA2D, REMIC II Regular Interest II-LTM1, REMIC II
Regular Interest
II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II Regular
Interest II-LTM4,
REMIC II Regular Interest II-LTM5, REMIC II Regular Interest
II-LTM6, REMIC II
Regular Interest II-LTM7, REMIC II Regular Interest II-LTM8, REMIC
II Regular
Interest II-LTM9 and REMIC II Regular Interest II-LTM10 and any
Interest Accrual
Period therefor, the rate determined by the Trustee on the related
Interest
Determination Date on the basis of the offered rate for one-month
U.S. dollar
deposits, as such rate appears on Telerate Page 3750 as of 11:00
a.m. (London
time) on such Interest Determination Date; provided that if such
rate does not
appear on Telerate Page 3750, the rate for such date shall be
determined on the
basis of the offered rates of the Reference Banks for one-month
U.S. dollar
deposits, as of 11:00 a.m. (London time) on such Interest
Determination Date. In
such event, the Trustee shall request the principal London office
of each of the
Reference Banks to provide a quotation of its rate. If on such
Interest
Determination Date, two or more Reference Banks provide such
offered quotations,
One-Month LIBOR for the related Interest Accrual Period shall be
the arithmetic
mean of such offered quotations (rounded upwards, if necessary, to
the nearest
whole multiple of 1/16%). If on such Interest Determination Date,
fewer than two
Reference Banks provide such offered quotations, One-Month LIBOR
for the related
Interest Accrual Period shall be the higher of (i) LIBOR as
determined on the
previous Interest Determination Date and (ii) the Reserve Interest
Rate.
Notwithstanding the foregoing, if, under the priorities described
above, LIBOR
for an Interest Determination Date would be based on LIBOR for the
previous
Interest Determination Date for the third consecutive Interest
Determination
Date, the Trustee shall select, after consultation with the
Depositor and the
NIMS Insurer, 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.
"Opinion of Counsel": A written opinion of counsel, who may,
without
limitation, be salaried counsel for the Depositor or the Master
Servicer
acceptable to the Trustee, if such opinion is delivered to the
Trustee,
acceptable to the NIMs Insurer, if such opinion is delivered to the
NIMs
Insurer, except that any opinion of counsel relating to (a) the
qualification of
any Trust REMIC as a REMIC or (b) compliance with the REMIC
Provisions must be
an opinion of Independent counsel.
"Optional Termination Date": The first Distribution Date on which
the
aggregate Stated Principal Balance of the Mortgage Loans (and
properties
acquired in respect thereof) remaining in the Trust Fund is reduced
to an amount
less than 10% of the aggregate Stated Principal Balance of the
Mortgage Loans as
of the Cut-off Date.
"Originator": Ameriquest Mortgage Company.
"Overcollateralization Deficiency Amount": With respect to any
Distribution Date, the excess, if any, of (a) the
Overcollateralization Target
Amount applicable to such Distribution Date over (b) the
Overcollateralized
Amount applicable to such Distribution Date (calculated for this
purpose only,
after assuming that 100% of the Principal Remittance Amount on such
Distribution
Date has been distributed).
"Overcollateralization Increase Amount": With respect to any
Distribution Date, the lesser of (a) the Overcollateralization
Deficiency Amount
as of such Distribution Date and (b) the Net Monthly Excess
Cashflow for such
Distribution Date.
"Overcollateralization Reduction Amount": With respect to any
Distribution Date, an amount equal to the lesser of (a) the
Excess
Overcollateralized Amount and (b) the Principal Remittance
Amount.
"Overcollateralization Target Amount": With respect to any
Distribution
Date (i) prior to the Stepdown Date, [_]% of the aggregate Stated
Principal
Balance of the Mortgage Loans as of the Cut-off Date, (ii) on or
after the
Stepdown Date provided a Trigger Event is not in effect, the
greater of (x) [_]%
of the aggregate Stated Principal Balance of the Mortgage Loans as
of the last
day of the related Due Period (after giving effect to scheduled
payments of
principal due during the related Due Period, to the extent received
or advanced
and unscheduled collections of principal received during the
related Prepayment
Period) and (y) $[_], or (iii) on or after the Stepdown Date and if
a Trigger
Event is in effect, the Overcollateralization Target Amount for the
immediately
preceding Distribution Date. Notwithstanding the foregoing, on and
after any
Distribution Date following the reduction of the aggregate
Certificate Principal
Balance of the Class A Certificates and the Mezzanine Certificates
to zero, the
Overcollateralization Target Amount shall be zero.
"Overcollateralized Amount": With respect to any Distribution Date,
the
excess, if any, of (a) the aggregate Stated Principal Balances of
the Mortgage
Loans and REO Properties immediately following such Distribution
Date (after
giving effect to scheduled payments of principal due during the
related Due
Period, to the extent received or advanced, and unscheduled
collections of
principal received during the related Prepayment Period), over (b)
the sum of
the aggregate Certificate Principal Balances of the Class A
Certificates, the
Mezzanine Certificates and the Class P Certificates as of such
Distribution Date
(after giving effect to distributions to be made on such
Distribution Date).
"Ownership Interest": As to any Certificate, any ownership or
security
interest in such Certificate, including any interest in such
Certificate as the
Holder thereof and any other interest therein, whether direct or
indirect, legal
or beneficial, as owner or as pledgee.
"Pass-Through Rate": With respect to any Class A or Mezzanine
Certificates and any Distribution Date, the lesser of (x) the
related Formula
Rate for such Distribution Date and (y) the related Net WAC
Pass-Through Rate
for such Distribution Date.
With respect to the Class CE Interest and any Distribution Date, a
rate
per annum equal to the percentage equivalent of a fraction, the
numerator of
which is (x) the sum of (i) 100% of the interest on REMIC II
Regular Interest
II-LTP and (ii) interest on the Uncertificated Balance of each
REMIC II Regular
Interest listed in clause (y) at a rate equal to the related REMIC
II Remittance
Rate minus the Marker Rate and the denominator of which is (y) the
aggregate
Uncertificated Balance of REMIC II Regular Interest II-LTAA, REMIC
II Regular
Interest II-LTA1, REMIC II Regular Interest II-LTA2A, REMIC II
Regular Interest
II-LTA2B, REMIC II Regular Interest II-LTA2C, REMIC II Regular
Interest
II-LTA2D, REMIC II Regular Interest II-LTM1, REMIC II Regular
Interest II-LTM2,
REMIC II Regular Interest II-LTM3, REMIC II Regular Interest
II-LTM4, REMIC II
Regular Interest II-LTM5, REMIC II Regular Interest II-LTM6, REMIC
II Regular
Interest II-LTM7, REMIC II Regular Interest II-LTM8, REMIC II
Regular Interest
II-LTM9, REMIC II Regular Interest II-LTM10 and REMIC III Regular
Interest LTZZ.
With respect to the Class SWAP-IO Interest, the Class SWAP-IO
Interest
shall not have a Pass-Through Rate, but interest for such Regular
Interest and
each Distribution Date shall be an amount equal to 100% of the
amounts
distributable to REMIC II Regular Interest II-IO for such
Distribution Date.
With respect to the Class CE Certificates, 100% of the interest
distributable to the Class CE Interest, expressed as a per annum
rate.
"Percentage Interest": With respect to any Class of Certificates
(other
than the Residual Certificates), the undivided percentage ownership
in such
Class evidenced by such Certificate, expressed as a percentage, the
numerator of
which is the initial Certificate Principal Balance or Notional
Amount
represented by such Certificate and the denominator of which is the
aggregate
initial Certificate Principal Balance or Notional Amount of all of
the
Certificates of such Class. The Group I Certificates are issuable
only in
minimum Percentage Interests corresponding to minimum initial
Certificate
Principal Balances of $[_] and integral multiples of $1.00 in
excess thereof.
The Group II Certificates and the Mezzanine Certificates (other
than the Private
Mezzanine Certificates) are issuable only in minimum Percentage
Interests
corresponding to minimum initial Certificate Principal Balances of
$[_] and
integral multiples of $1.00 in excess thereof. The Private
Mezzanine
Certificates are issuable only in minimum Percentage Interests
corresponding to
minimum initial Certificate Principal Balances of $[_] and integral
multiples of
$1.00 in excess thereof. The Class P Certificates are issuable only
in minimum
Percentage Interests corresponding to minimum initial Certificate
Principal
Balances of $20 and integral multiples thereof. The Class CE
Certificates are
issuable only in minimum Percentage Interests corresponding to
minimum initial
Notional Amount of $[_] and integral multiples of $1.00 in excess
thereof;
provided, however, that a single Certificate of such Class of
Certificates may
be issued having a Percentage Interest corresponding to the
remainder of the
aggregate initial Certificate Principal Balance or Notional Amount
of such Class
or to an otherwise authorized denomination for such Class plus such
remainder.
With respect to any Residual Certificate, the undivided percentage
ownership in
such Class evidenced by such Certificate, as set forth on the face
of such
Certificate. The Residual Certificates are issuable in Percentage
Interests of
[_]% and multiples thereof.
"Periodic Rate Cap": With respect to each Adjustable-Rate Mortgage
Loan
and any Adjustment Date therefor, the fixed percentage set forth in
the related
Mortgage Note, which is the maximum amount by which the Mortgage
Rate for such
Mortgage Loan may increase or decrease (without regard to the
Maximum Mortgage
Rate or the Minimum Mortgage Rate) on such Adjustment Date from the
Mortgage
Rate in effect immediately prior to such Adjustment Date.
"Permitted Investments": Any one or more of the following
obligations
or securities acquired at a purchase price of not greater than par,
regardless
of whether issued by the Depositor, the Master Servicer, the NIMS
Insurer, the
Trustee or any of their respective Affiliates:
(i) direct obligations of, or obligations fully guaranteed as
to timely payment of principal and interest by, the United States
or
any agency or instrumentality thereof, provided such obligations
are
backed by the full faith and credit of the United States;
(ii) demand and time deposits in, certificates of deposit of,
or bankers' acceptances (which shall each have an original maturity
of
not more than 90 days and, in the case of bankers' acceptances,
shall
in no event have an original maturity of more than 365 days or
a
remaining maturity of more than 30 days) denominated in United
States
dollars and issued by, any Depository Institution;
(iii) repurchase obligations with respect to any security
described in clause (i) above entered into with a Depository
Institution (acting as principal);
(iv) securities bearing interest or sold at a discount that
are issued by any corporation incorporated under the laws of the
United
States of America or any state thereof and that are rated by
each
Rating Agency that rates such securities in its highest
long-term
unsecured rating categories at the time of such investment or
contractual commitment providing for such investment;
(v) commercial paper (including both non-interest-bearing
discount obligations and interest-bearing obligations payable on
demand
or on a specified date not more than 30 days after the date of
acquisition thereof) that is rated by each Rating Agency that
rates
such securities in its highest short-term unsecured debt rating
available at the time of such investment;
(vi) units of money market funds, including money market funds
advised by the Trustee or an Affiliate thereof, that have been
rated
"Aaa" by Moody's, "AAA" by Fitch and "AAAm" by S&P; and
(vii) if previously confirmed in writing to the Trustee and
consented to by the NIMS Insurer, any other demand, money market
or
time deposit, or any other obligation, security or investment, as
may
be acceptable to the Rating Agencies as a permitted investment of
funds
backing securities having ratings equivalent to its highest
initial
rating of the Class A Certificates;
provided, however, that no instrument described hereunder shall
evidence either
the right to receive (a) only interest with respect to the
obligations
underlying such instrument or (b) both principal and interest
payments derived
from obligations underlying such instrument and the interest and
principal
payments with respect to such instrument provide a yield to
maturity at par
greater than [_]% of the yield to maturity at par of the underlying
obligations.
"Permitted Transferee": Any Transferee of a Residual Certificate
other
than a Disqualified Organization or Non-United States Person.
"Person": Any individual, corporation, partnership, joint
venture,
association, joint-stock company, trust, unincorporated
organization or
government or any agency or political subdivision thereof.
"Plan": Any employee benefit plan or certain other retirement plans
and
arrangements, including individual retirement accounts and
annuities, Keogh
plans and bank collective investment funds and insurance company
general or
separate accounts in which such plans, accounts or arrangements are
invested,
that are subject to ERISA or Section 4975 of the Code.
"Prepayment Assumption": As defined in the Prospectus
Supplement.
"Prepayment Charge": With respect to any Prepayment Period, any
prepayment premium, fee or charge payable by a Mortgagor in
connection with any
Principal Prepayment pursuant to the terms of the related Mortgage
Note as from
time to time held as a part of the Trust Fund, the Prepayment
Charges so held
being identified in the Prepayment Charge Schedule (other than any
Master
Servicer Prepayment Charge Payment Amount).
"Prepayment Charge Schedule": As of any date, the list of
Prepayment
Charges included in the Trust Fund on such date, attached hereto as
Schedule 2
(including the prepayment charge summary attached thereto). The
Prepayment
Charge Schedule shall set forth the following information with
respect to each
Prepayment Charge:
(i) the Master
Servicer's Mortgage Loan identifying number;
(ii)
a code indicating the type of Prepayment Charge;
(iii) the
date on which the first Monthly Payment was due on the
related Mortgage Loan;
(iv)
the term of the related Prepayment Charge;
(v) the
original Stated Principal Balance of the related Mortgage
Loan; and
(vi)
the Stated Principal Balance of the related Mortgage Loan as
of the Cut-off Date.
The Prepayment Charge Schedule shall be amended from time to time
by
the Master Servicer in accordance with the provisions of this
Agreement and a
copy of such amended Prepayment Charge Schedule shall be furnished
by the Master
Servicer to the NIMS Insurer, if any.
"Prepayment Interest Excess": With respect to any Distribution
Date,
for each Mortgage Loan that was the subject of a Principal
Prepayment in full
during the portion of the related Prepayment Period occurring
between the first
day of the calendar month in which such Distribution Date occurs
and the
Determination Date of the calendar month in which such Distribution
Date occurs,
an amount equal to interest (to the extent received) at the
applicable Net
Mortgage Rate on the amount of such Principal Prepayment for the
number of days
commencing on the first day of the calendar month in which such
Distribution
Date occurs and ending on the last date through which interest is
collected from
the related Mortgagor. The Master Servicer may withdraw such
Prepayment Interest
Excess from the Collection Account in accordance with Section
3.05(a)(iv).
"Prepayment Interest Shortfall": With respect to any Distribution
Date,
for each Mortgage Loan that was the subject of a Principal
Prepayment in full
during the portion of the related Prepayment Period occurring
between the first
day of the related Prepayment Period and the last day of the
calendar month
preceding the month in which such Distribution Date occurs, an
amount equal to
interest at the applicable Net Mortgage Rate on the amount of such
Principal
Prepayment for the number of days commencing on the day after the
last date on
which interest is collected from the related Mortgagor and ending
on the last
day of the calendar month preceding such Distribution Date. The
obligations of
the Master Servicer in respect of any Prepayment Interest Shortfall
are set
forth in Section 4.03(e).
"Prepayment Period": With respect to any Distribution Date, the
period
commencing on the day after the Determination Date in the calendar
month
preceding the calendar month in which such Distribution Date occurs
(or, in the
case of the first Distribution Date, commencing on [_]) and ending
on the
Determination Date of the calendar month in which such Distribution
Date occurs.
"Principal Prepayment": Any payment of principal made by the
Mortgagor
on a Mortgage Loan which is received in advance of its scheduled
Due Date and
which is not accompanied by an amount of interest representing the
full amount
of scheduled interest due on any Due Date in any month or months
subsequent to
the month of prepayment.
"Principal Remittance Amount": With respect to any Distribution
Date,
the sum of the (i) the Group I Principal Remittance Amount and (ii)
the Group II
Principal Remittance Amount.
"Private Mezzanine Certificates": None.
"Prospectus Supplement": The Prospectus Supplement, dated [_],
relating
to the public offering of the Offered Certificates.
"PTCE": A Prohibited Transaction Class Exemption.
"Purchase Price": With respect to any Mortgage Loan or REO Property
to
be purchased pursuant to or as contemplated by Section 2.03,
Section 3.16(a) or
Section 9.01, and as confirmed by an Officers' Certificate from the
Master
Servicer to the Trustee, an amount equal to the sum of (i) 100% of
the Stated
Principal Balance thereof as of the date of purchase (or such other
price as
provided in Section 9.01), (ii) in the case of (x) a Mortgage Loan,
accrued
interest on such Stated Principal Balance at the applicable Net
Mortgage Rate in
effect from time to time from the Due Date as to which interest was
last covered
by a payment by the Mortgagor or an Advance by the Master Servicer,
which
payment or Advance had as of the date of purchase been distributed
pursuant to
Section 4.01, through the end of the calendar month in which the
purchase is to
be effected and (y) an REO Property, the sum of (1) accrued
interest on such
Stated Principal Balance at the applicable Net Mortgage Rate in
effect from time
to time from the Due Date as to which interest was last covered by
a payment by
the Mortgagor or an advance by the Master Servicer through the end
of the
calendar month immediately preceding the calendar month in which
such REO
Property was acquired plus (2) REO Imputed Interest for such REO
Property for
each calendar month commencing with the calendar month in which
such REO
Property was acquired and ending with the calendar month in which
such purchase
is to be effected, net of the total of all net rental income,
Insurance
Proceeds, Liquidation Proceeds and Advances that as of the date of
purchase had
been distributed as or to cover REO Imputed Interest pursuant to
Section 4.01,
(iii) any unreimbursed Servicing Advances and Advances and any
unpaid Servicing
Fees allocable to such Mortgage Loan or REO Property, (iv) any
amounts
previously withdrawn from the Collection Account in respect of such
Mortgage
Loan or REO Property pursuant to Sections 3.05(a)(v) and 3.16(a)
and (v) in the
case of a Mortgage Loan required to be purchased pursuant to
Section 2.03,
expenses reasonably incurred or to be incurred by the Master
Servicer, the NIMS
Insurer or the Trustee in respect of the breach or defect giving
rise to the
purchase obligation, as well as any costs and damages incurred by
the Trust Fund
in connection with any violation by such loan of any predatory or
abusive
lending law.
"Qualified Substitute Mortgage Loan": A mortgage loan substituted
for a
Deleted Mortgage Loan pursuant to the terms of this Agreement which
must, on the
date of such substitution, (i) have an outstanding Stated Principal
Balance,
after application of all scheduled payments of principal and
interest due during
or prior to the month of substitution, not in excess of the
Scheduled Principal
Balance of the Deleted Mortgage Loan as of the Due Date in the
calendar month
during which the substitution occurs, (ii) have a Mortgage Rate not
less than
(and not more than one percentage point in excess of) the Mortgage
Rate of the
Deleted Mortgage Loan, (iii) with respect to any Adjustable-Rate
Mortgage Loan,
have a Maximum Mortgage Rate not less than the Maximum Mortgage
Rate on the
Deleted Mortgage Loan, (iv) with respect to any Adjustable-Rate
Mortgage Loan,
have a Minimum Mortgage Rate not less than the Minimum Mortgage
Rate of the
Deleted Mortgage Loan, (v) with respect to Adjustable-Rate Mortgage
Loan, have a
Gross Margin equal to the Gross Margin of the Deleted Mortgage
Loan, (vi) with
respect to any Adjustable-Rate Mortgage Loan, have a next
Adjustment Date not
more than two months later than the next Adjustment Date on the
Deleted Mortgage
Loan, (vii) have a remaining term to maturity not greater than (and
not more
than one year less than) that of the Deleted Mortgage Loan, (viii)
have the same
Due Date as the Due Date on the Deleted Mortgage Loan, (ix) have a
Loan-to-Value
Ratio or Combined Loan-to-Value Ratio as of the date of
substitution equal to or
lower than the Loan-to-Value Ratio or Combined Loan-to-Value Ratio
of the
Deleted Mortgage Loan as of such date, (x) have a risk grading
determined by the
Seller at least equal to the risk grading assigned on the Deleted
Mortgage Loan,
(xi) have been underwritten or reunderwritten by the Seller or an
Affiliate of
the Seller in accordance with the same underwriting criteria and
guidelines as
the Deleted Mortgage Loan, (xii) have a Prepayment Charge provision
at least
equal to the Prepayment Charge provision of the Deleted Mortgage
Loan, (xiii)
not be more than 59 or more days delinquent or any additional days
delinquent
than the Deleted Mortgage Loan and (xiv) conform to each
representation and
warranty set forth in Section 6 of the Mortgage Loan Purchase
Agreement
applicable to the Deleted Mortgage Loan. In the event that one or
more mortgage
loans are substituted for one or more Deleted Mortgage Loans, the
amounts
described in clause (i) hereof shall be determined on the basis of
aggregate
Stated Principal Balances, the Mortgage Rates described in clause
(ii) hereof
shall be determined on the basis of weighted average Mortgage
Rates, the terms
described in clause (vii) hereof shall be determined on the basis
of weighted
average remaining terms to maturity, the Loan-to-Value Ratios or
Combined
Loan-to-Value Ratios described in clause (ix) hereof shall be
satisfied as to
each such mortgage loan, the risk gradings described in clause (x)
hereof shall
be satisfied as to each such mortgage loan and, except to the
extent otherwise
provided in this sentence, the representations and warranties
described in
clause (xiv) hereof must be satisfied as to each Qualified
Substitute Mortgage
Loan or in the aggregate, as the case may be.
"Rating Agency" or "Rating Agencies": [_] or their successors. If
such
agencies or their successors are no longer in existence, "Rating
Agencies" shall
be such nationally recognized statistical rating agencies, or other
comparable
Persons, designated by the Depositor, notice of which designation
shall be given
to the Trustee and the Master Servicer.
"Realized Loss": With respect to each Mortgage Loan as to which a
Final
Recovery Determination has been made, an amount (not less than
zero) equal to
(i) the unpaid Stated Principal Balance of such Mortgage Loan as of
the
commencement of the calendar month in which the Final Recovery
Determination was
made, plus (ii) accrued interest from the Due Date as to which
interest was last
paid by the Mortgagor through the end of the calendar month in
which such Final
Recovery Determination was made, calculated in the case of each
calendar month
during such period (A) at an annual rate equal to the annual rate
at which
interest was then accruing on such Mortgage Loan and (B) on a
principal amount
equal to the Stated Principal Balance of such Mortgage Loan as of
the close of
business on the Distribution Date during such calendar month, plus
(iii) any
amounts previously withdrawn from the Collection Account in respect
of such
Mortgage Loan pursuant to Section 3.05(a)(v) and Section 3.12(c),
minus (iv) the
proceeds, if any, received in respect of such Mortgage Loan during
the calendar
month in which such Final Recovery Determination was made, net of
amounts that
are payable therefrom to the Master Servicer with respect to such
Mortgage Loan
pursuant to Section 3.05(a)(ii). If the Master Servicer receives
Subsequent
Recoveries with respect to any Mortgage Loan, the amount of
Realized Losses with
respect to that Mortgage Loan shall be reduced to the extent such
recoveries are
applied to principal distributions on any Distribution Date.
With respect to any REO Property as to which a Final Recovery
Determination has been made, an amount (not less than zero) equal
to (i) the
unpaid Stated Principal Balance of the related Mortgage Loan as of
the date of
acquisition of such REO Property on behalf of REMIC I, plus (ii)
accrued
interest from the Due Date as to which interest was last paid by
the Mortgagor
in respect of the related Mortgage Loan through the end of the
calendar month
immediately preceding the calendar month in which such REO Property
was
acquired, calculated in the case of each calendar month during such
period (A)
at an annual rate equal to the annual rate at which interest was
then accruing
on the related Mortgage Loan and (B) on a principal amount equal to
the Stated
Principal Balance of the related Mortgage Loan as of the close of
business on
the Distribution Date during such calendar month, plus (iii) REO
Imputed
Interest for such REO Property for each calendar month commencing
with the
calendar month in which such REO Property was acquired and ending
with the
calendar month in which such Final Recovery Determination was made,
plus (iv)
any amounts previously withdrawn from the Collection Account in
respect of the
related Mortgage Loan pursuant to Section 3.05(a)(v) and Section
3.12(c), minus
(v) the aggregate of all Advances made by the Master Servicer in
respect of such
REO Property or the related Mortgage Loan for which the Master
Servicer has been
or, in connection with such Final Recovery Determination, shall be
reimbursed
pursuant to Section 3.13 out of rental income, Insurance Proceeds
and
Liquidation Proceeds received in respect of such REO Property,
minus (vi) the
total of all net rental income, Insurance Proceeds and Liquidation
Proceeds
received in respect of such REO Property that has been, or in
connection with
such Final Recovery Determination, shall be transferred to the
Distribution
Account pursuant to Section 3.13.
With respect to each Mortgage Loan which has become the subject of
a
Deficient Valuation, the difference between the Stated Principal
Balance of the
Mortgage Loan outstanding immediately prior to such Deficient
Valuation and the
Stated Principal Balance of the Mortgage Loan as reduced by the
Deficient
Valuation.
With respect to each Mortgage Loan which has become the subject of
a
Debt Service Reduction, the portion, if any, of the reduction in
each affected
Monthly Payment attributable to a reduction in the Mortgage Rate
imposed by a
court of competent jurisdiction. Each such Realized Loss shall be
deemed to have
been incurred on the Due Date for each affected Monthly
Payment.
If the Master Servicer receives Subsequent Recoveries with respect
to
any Mortgage Loan, the amount of the Realized Loss with respect to
that Mortgage
Loan shall be reduced to the extent such recoveries are applied to
principal
distributions on any Distribution Date.
"Record Date": With respect to each Distribution Date and any
Adjustable-Rate Certificate that is a Book-Entry Certificate, the
Business Day
immediately preceding such Distribution Date. With respect to each
Distribution
Date and any other Class of Certificates, including any Definitive
Certificates,
the last Business Day of the month immediately preceding the month
in which such
Distribution Date occurs.
"Reference Banks": Deutsche Bank, Barclays Bank PLC, The Tokyo
Mitsubishi Bank and National Westminster Bank PLC and their
successors in
interest; provided, however, that if any of the foregoing banks are
not suitable
to serve as a Reference Bank, then any leading banks selected by
the Trustee
(after consultation with the Depositor and the NIMS Insurer, if
any) which are
engaged in transactions in Eurodollar deposits in the international
Eurocurrency
market (i) with an established place of business in London, (ii)
not
controlling, under the control of or under common control with the
Depositor or
any Affiliate thereof and (iii) which have been designated as such
by the
Trustee.
"Refinanced Mortgage Loan": A Mortgage Loan the proceeds of which
were
not used to purchase the related Mortgaged Property.
"Regular Certificate": Any Class A Certificate, Mezzanine
Certificate,
Class P Certificate or Class CE Certificate.
"Regular Interest": A "regular interest" in a REMIC within the
meaning
of Section 860G(a)(1) of the Code.
"Relief Act": The Servicemembers Civil Relief Act or any
applicable
state law providing similar relief.
"Relief Act Interest Shortfall": With respect to any Distribution
Date
and any Mortgage Loan, any reduction in the amount of interest
collectible on
such Mortgage Loan for the most recently ended calendar month as a
result of the
application of the Relief Act.
"REMIC": A "real estate mortgage investment conduit" within the
meaning
of Section 860D of the Code.
"REMIC I": 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
and Prepayment Charges as from time to time are subject to this
Agreement,
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 Trustee's
rights with
respect to the Mortgage Loans under all insurance policies required
to be
maintained pursuant to this Agreement and any proceeds thereof,
(iv) the
Depositor's rights under the Mortgage Loan Purchase Agreement
(including any
security interest created thereby) to the extent conveyed pursuant
to Section
2.01 and (v) the Collection Account (other than any amounts
representing any
Master Servicer Prepayment Charge Payment Amounts), the
Distribution Account
(other than any amounts representing any Master Servicer Prepayment
Charge
Payment Amounts) and any REO Account and such assets that are
deposited therein
from time to time and any investments thereof, together with any
and all income,
proceeds and payments with respect thereto. Notwithstanding the
foregoing,
however, REMIC I specifically excludes any Master Servicer
Prepayment Charge
Payment Amounts, the Net WAC Rate Carryover Reserve Account, the
Interest Rate
Swap Agreement, the Swap Account, all payments and other
collections of
principal and interest due on the Mortgage Loans on or before the
Cut-off Date
and all Prepayment Charges payable in connection with Principal
Prepayments made
before the Cut-off Date.
"REMIC I Group I Regular Interests": REMIC I Regular Interest I
and
REMIC I Regular Interest I-1-A through REMIC I Regular Interest
I-52-B as
designated in the Preliminary Statement hereto.
"REMIC I Group II Regular Interests": REMIC I Regular Interest II
and
REMIC I Regular Interest II-1-A through REMIC II Regular Interest
I-52-B as
designated in the Preliminary Statement hereto.
"REMIC I Regular Interest": Any of the separate
non-certificated
beneficial ownership interests in REMIC I issued hereunder and
designated as a
Regular Interest in REMIC I. Each REMIC I Regular Interest shall
accrue interest
at the related REMIC I Remittance 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
Balance as
set forth in the Preliminary Statement hereto. The designations for
the
respective REMIC I Regular Interests are set forth in the
Preliminary Statement
hereto. The REMIC I Regular Interests consist of the REMIC I Group
I Regular
Interests and the REMIC I Group II Regular Interests.
"REMIC I Remittance Rate": With respect to REMIC I Regular Interest
I,
a per annum rate equal to the weighted average of the Expense
Adjusted Net
Mortgage Rates of the Group I Mortgage Loans. With respect to each
REMIC I Group
I Regular Interest ending with the designation "A", a per annum
rate equal to
the weighted average of the Expense Adjusted Net Mortgage Rates of
the Group I
Mortgage Loans multiplied by 2, subject to a maximum rate of [_]%.
With respect
to each REMIC I Group I Regular Interest ending with the
designation "B", the
greater of (x) a per annum rate equal to the excess, if any, of (i)
2 multiplied
by the weighted average of the Expense Adjusted Net Mortgage Rates
of the Group
I Mortgage Loans over (ii) [_]% and (y) [_]%. With respect to REMIC
I Regular
Interest II, a per annum rate equal to the weighted average of the
Expense
Adjusted Net Mortgage Rates of the Group II Mortgage Loans. With
respect to each
REMIC I Group II Regular Interest ending with the designation "A",
a per annum
rate equal to the weighted average of the Expense Adjusted Net
Mortgage Rates of
the Group II Mortgage Loans multiplied by 2, subject to a maximum
rate of [_]%.
With respect to each REMIC I Group II Regular Interest ending with
the
designation "B", the greater of (x) a per annum rate equal to the
excess, if
any, of (i) 2 multiplied by the weighted average of the Expense
Adjusted Net
Mortgage Rates of the Group II Mortgage Loans over (ii) [_]% and
(y) [_]%.
"REMIC II": The segregated pool of assets described in the
Preliminary
Statement.
"REMIC II Interest Loss Allocation Amount": With respect to any
Distribution Date, an amount (subject to adjustment based on the
actual number
of days elapsed in the respective Interest Accrual Periods for the
indicated
Regular Interests for such Distribution Date) equal to (a) the
product of (i)
[_]% of the aggregate Stated Principal Balance of the Mortgage
Loans and REO
Properties then outstanding and (ii) the REMIC II Remittance Rate
for REMIC II
Regular Interest II-LTAA minus the Marker Rate, divided by (b)
12.
"REMIC II Marker Allocation Percentage": [_]% of any amount payable
or
loss attributable from the Mortgage Loans, which shall be allocated
to REMIC II
Regular Interest II-LTAA, REMIC II Regular Interest II-LTA1, REMIC
II Regular
Interest II-LTA2A, REMIC II Regular Interest II-LTA2B, REMIC II
Regular Interest
II-LTA2C, REMIC II Regular Interest II-LTA2D, REMIC II Regular
Interest II-LTM1,
REMIC II Regular Interest II-LTM2, REMIC II Regular Interest
II-LTM3, REMIC II
Regular Interest II-LTM4, REMIC II Regular Interest II-LTM5, REMIC
II Regular
Interest II-LTM6, REMIC II Regular Interest II-LTM7, REMIC II
Regular Interest
II-LTM8, REMIC II Regular Interest II-LTM9, REMIC II Regular
Interest II-LTM10,
REMIC II Regular Interest II-LTZZ and REMIC II Regular Interest
II-LTP.
"REMIC II Overcollateralization Target Amount": [_]% of the
Overcollateralization Target Amount.
"REMIC II Overcollateralized Amount": With respect to any date
of
determination, (i) [_]% of the aggregate Uncertificated Balance of
the REMIC II
Regular Interests minus (ii) the aggregate Uncertificated Balance
of REMIC II
Regular Interest II-LTA1, REMIC II Regular Interest II-LTA2A, REMIC
II Regular
Interest II-LTA2B, REMIC II Regular Interest II-LTA2C, REMIC II
Regular Interest
II-LTA2D, REMIC II Regular Interest II-LTM1, REMIC II Regular
Interest II-LTM2,
REMIC II Regular Interest II-LTM3, REMIC II Regular Interest
II-LTM4, REMIC II
Regular Interest II-LTM5, REMIC II Regular Interest II-LTM6, REMIC
II Regular
Interest II-LTM7, REMIC II Regular Interest II-LTM8, REMIC II
Regular Interest
II-LTM9, REMIC II Regular Interest II-LTM10 and REMIC II Regular
Interest II-LTP
in each case as of such date of determination.
"REMIC II Principal Loss Allocation Amount": With respect to
any
Distribution Date, an amount equal to the product of (i) [_]% of
the aggregate
Stated Principal Balance of the Mortgage Loans and REO Properties
then
outstanding and (ii) one minus a fraction, the numerator of which
is two times
the aggregate Uncertificated Balance of REMIC II Regular Interest
II-LTA1, REMIC
II Regular Interest II-LTA2A, REMIC II Regular Interest II-LTA2B,
REMIC II
Regular Interest II-LTA2C, REMIC II Regular Interest II-LTA2D,
REMIC II Regular
Interest II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II
Regular Interest
II-LTM3, REMIC II Regular Interest II-LTM4, REMIC II Regular
Interest II-LTM5,
REMIC II Regular Interest II-LTM6, REMIC II Regular Interest
II-LTM7, REMIC II
Regular Interest II-LTM8, REMIC II Regular Interest II-LTM9 and
REMIC II Regular
Interest II-LTM10 and the denominator of which is the aggregate
Uncertificated
Balance of REMIC II Regular Interest II-LTA1, REMIC II Regular
Interest
II-LTA2A, REMIC II Regular Interest II-LTA2B, REMIC II Regular
Interest
II-LTA2C, REMIC II Regular Interest II-LTA2D, REMIC II Regular
Interest II-LTM1,
REMIC II Regular Interest II-LTM2, REMIC II Regular Interest
II-LTM3, REMIC II
Regular Interest II-LTM4, REMIC II Regular Interest II-LTM5, REMIC
II Regular
Interest II-LTM6, REMIC II Regular Interest II-LTM7, REMIC II
Regular Interest
II-LTM8, REMIC II Regular Interest II-LTM9, REMIC II Regular
Interest II-LTM10
and REMIC II Regular Interest II-LTZZ.
"REMIC II Regular Interest": Any of the separate
non-certificated
beneficial ownership interests in REMIC II issued hereunder and
designated as a
"regular interest" in REMIC II. Each REMIC II Regular Interest
shall accrue
interest at the related REMIC II Remittance Rate in effect from
time to time,
and shall be entitled to distributions of principal (other than
REMIC II Regular
Interest II-IO), subject to the terms and conditions hereof, in an
aggregate
amount equal to its initial Uncertificated Balance as set forth in
the
Preliminary Statement hereto. The following is a list of each of
the REMIC II
Regular Interests: REMIC II Regular Interest II-LTAA, REMIC II
Regular Interest
II-LTA1, REMIC II Regular Interest II-LTA2A, REMIC II Regular
Interest II-LTA2B,
REMIC II Regular Interest II-LTA2C, REMIC II Regular Interest
II-LTA2D, REMIC II
Regular Interest II-LTM1, REMIC II Regular Interest II-LTM2, REMIC
II Regular
Interest II-LTM3, REMIC II Regular Interest II-LTM4, REMIC II
Regular Interest
II-LTM5, REMIC II Regular Interest II-LTM6, REMIC II Regular
Interest II-LTM7,
REMIC II Regular Interest II-LTM8, REMIC II Regular Interest
II-LTM9, REMIC II
Regular Interest II-LTM10, REMIC II Regular Interest II-LTZZ, REMIC
II Regular
Interest II-LTXX, REMIC II Regular Interest II-LTP, REMIC II
Regular Interest
II-LT1SUB, REMIC II Regular Interest II-LT1GRP, REMIC II Regular
Interest
II-LT2SUB, REMIC II Regular Interest II-LT2GRP and REMIC II Regular
Interest
II-IO.
"REMIC II Remittance Rate": With respect to REMIC II Regular
Interest
II-LTAA, REMIC II Regular Interest II-LTA1, REMIC II Regular
Interest II-LTA2A,
REMIC II Regular Interest II-LTA2B, REMIC II Regular Interest
II-LTA2C, REMIC II
Regular Interest II-LTA2D, REMIC II Regular Interest II-LTM1, REMIC
II Regular
Interest II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II
Regular Interest
II-LTM4, REMIC II Regular Interest II-LTM5, REMIC II Regular
Interest II-LTM6,
REMIC II Regular Interest II-LTM7, REMIC II Regular Interest
II-LTM8, REMIC II
Regular Interest II-LTM9, REMIC II Regular Interest II-LTM10, REMIC
II Regular
Interest II-LTZZ, REMIC II Regular Interest II-LT1SUB, REMIC II
Regular Interest
II-LT2SUB and REMIC II Regular Interest II-LTXX, a per annum rate
(but not less
than zero) equal to the weighted average of: (x) with respect to
REMIC I Regular
Interest I, REMIC I Regular Interest II and each REMIC I Regular
Interest ending
with the designation "B", the weighted average of the REMIC I
Remittance Rates
for such REMIC I Regular Interests, weighted on the basis of the
Uncertificated
Balances of such REMIC I Regular Interests for each such
Distribution Date and
(y) with respect to REMIC I Regular Interests ending with the
designation "A",
for each Distribution Date listed below, the weighted average of
the rates
listed below for each such REMIC I Regular Interest listed below,
weighted on
the basis of the Uncertificated Balances of each such REMIC I
Regular Interest
for each such Distribution Date:
<TABLE>
<CAPTION>
DISTRIBUTION
DATE
REMIC I REGULAR INTEREST
RATE
--------------
-----------------------------------
------------------------------------------------------------
<S>
<C>
<C>
1
I-1-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
2
I-2-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-2-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate REMIC
I Remittance Rate
I-1-A
REMIC I Remittance Rate
II-1-A
REMIC I Remittance Rate
3
I-3-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-3-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A and I-2-A
REMIC I Remittance Rate
II-1-A and II-2-A
REMIC I
Remittance Rate
4
I-4-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-4-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-3-A
REMIC I Remittance Rate
II-1-A through II-3-A
REMIC I Remittance Rate
5
I-5-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-5-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-4-A
REMIC I Remittance Rate
II-1-A through II-4-A
REMIC I Remittance Rate
6
I-6-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-6-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-5-A
REMIC I Remittance Rate
II-1-A through II-5-A
REMIC I Remittance Rate
7
I-7-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-7-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-6-A
REMIC I Remittance Rate
II-1-A through II-6-A
REMIC I Remittance Rate
8
I-8-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-8-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-7-A
REMIC I Remittance Rate
II-1-A through II-7-A
REMIC I Remittance Rate
9
I-9-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-9-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-8-A
REMIC I Remittance Rate
II-1-A through II-8-A
REMIC I Remittance Rate
10
I-10-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-10-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-9-A
REMIC I Remittance Rate
II-1-A through II-9-A
REMIC I Remittance Rate
11
I-11-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-11-A through II-52-A
2 multiplied by Swap
LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-10-A
REMIC I Remittance Rate
II-1-A through II-10-A
REMIC I Remittance Rate
12
I-12-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-12-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-11-A
REMIC I Remittance Rate
II-1-A through II-11-A
REMIC I Remittance Rate
13
I-13-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-13-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-12-A
REMIC I Remittance Rate
II-1-A through II-12-A
REMIC I Remittance Rate
14
I-14-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-14-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-13-A
REMIC I Remittance Rate
II-1-A through II-13-A
REMIC I Remittance Rate
15
I-15-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-15-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-14-A
REMIC I Remittance Rate
II-1-A through II-14-A
REMIC I Remittance Rate
16
I-16-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-16-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-15-A
REMIC I Remittance Rate
II-1-A through II-15-A
REMIC I Remittance Rate
17
I-17-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-17-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-16-A
REMIC I Remittance Rate
II-1-A through II-16-A
REMIC I Remittance Rate
18
I-18-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-18-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-17-A
REMIC I Remittance Rate
II-1-A through II-17-A
REMIC I Remittance Rate
19
I-19-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-19-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-18-A
REMIC I Remittance Rate
II-1-A through II-18-A
REMIC I Remittance Rate
20
I-20-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-20-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-19-A
REMIC I Remittance Rate
II-1-A through II-19-A
REMIC I Remittance Rate
21
I-21-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I
Remittance Rate
II-21-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-20-A
REMIC I Remittance Rate
II-1-A through II-20-A
REMIC I Remittance Rate
22
I-22-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-22-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-21-A
REMIC I Remittance Rate
II-1-A through II-21-A
REMIC I Remittance Rate
23
I-23-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-23-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-22-A
REMIC I Remittance Rate
II-1-A through II-22-A
REMIC I Remittance Rate
24
I-24-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-24-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-23-A
REMIC I Remittance Rate
II-1-A through II-23-A
REMIC I Remittance Rate
25
I-25-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-25-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-24-A
REMIC I Remittance Rate
II-1-A through II-24-A
REMIC I Remittance Rate
26
I-26-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-26-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-25-A
REMIC I Remittance Rate
II-1-A through II-25-A
REMIC I Remittance Rate
27
I-27-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-27-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-26-A
REMIC I Remittance Rate
II-1-A through II-26-A
REMIC I Remittance Rate
28
I-28-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-28-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-27-A
REMIC I Remittance Rate
II-1-A through II-27-A
REMIC I Remittance Rate
29
I-29-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-29-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-28-A
REMIC I Remittance Rate
II-1-A through II-28-A
REMIC I Remittance Rate
30
I-30-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-30-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-29-A
REMIC I Remittance Rate
II-1-A through II-29-A
REMIC I Remittance Rate
31
I-31-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-31-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-30-A
REMIC I Remittance Rate
II-1-A through II-30-A
REMIC I Remittance Rate
32
I-32-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-32-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-31-A
REMIC I Remittance Rate
II-1-A through II-31-A
REMIC I Remittance Rate
33
I-33-A
through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-33-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-32-A
REMIC I Remittance Rate
II-1-A through II-32-A
REMIC I Remittance Rate
34
I-34-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-34-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-33-A
REMIC I Remittance Rate
II-1-A through II-33-A
REMIC I Remittance Rate
35
I-35-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-35-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-34-A
REMIC I Remittance Rate
II-1-A through II-34-A
REMIC I Remittance Rate
36
I-36-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I
Remittance Rate
II-36-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-35-A
REMIC I Remittance Rate
II-1-A through II-35-A
REMIC I Remittance Rate
37
I-37-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-37-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-36-A
REMIC I Remittance Rate
II-1-A through II-36-A
REMIC I Remittance Rate
38
I-38-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-38-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-37-A
REMIC I Remittance Rate
II-1-A through II-37-A
REMIC I Remittance Rate
39
I-39-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-39-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-38-A
REMIC I Remittance Rate
II-1-A through II-38-A
REMIC I Remittance Rate
40
I-40-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-40-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-39-A
REMIC I Remittance Rate
II-1-A through II-39-A
REMIC I Remittance Rate
41
I-41-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-41-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-40-A
REMIC I Remittance Rate
II-1-A through II-40-A
REMIC I Remittance Rate
42
I-42-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-42-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-41-A
REMIC I Remittance Rate
II-1-A through II-41-A
REMIC I Remittance Rate
43
I-43-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-43-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-42-A
REMIC I
Remittance Rate
II-1-A through II-42-A
REMIC I Remittance Rate
44
I-44-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-44-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-43-A
REMIC I Remittance Rate
II-1-A through II-43-A
REMIC I Remittance Rate
45
I-45-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-41-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-44-A
REMIC I Remittance Rate
II-1-A through II-39-A
REMIC I Remittance Rate
46
I-46-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-46-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-45-A
REMIC I Remittance Rate
II-1-A through II-45-A
REMIC I Remittance Rate
47
I-47-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-47-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-46-A
REMIC I Remittance Rate
II-1-A through II-46-A
REMIC I Remittance Rate
48
I-48-A
through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-48-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-47-A
REMIC I Remittance Rate
II-1-A through II-47-A
REMIC I Remittance Rate
49
I-49-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-49-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-48-A
REMIC I Remittance Rate
II-1-A through II-48-A
REMIC I Remittance Rate
50
I-50-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-50-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-49-A
REMIC I Remittance Rate
II-1-A through II-49-A
REMIC I Remittance Rate
51
I-51-A and I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance
Rate
II-51-A and II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-50-A
REMIC I Remittance Rate
II-1-A through II-50-A
REMIC I Remittance Rate
52
I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-51-A
REMIC I Remittance Rate
II-1-A through II-51-A
REMIC I Remittance Rate
thereafter
I-1-A through I-52-A
REMIC I Remittance Rate
II-1-A through II-52-A
REMIC I Remittance Rate
</TABLE>
With respect to REMIC II Regular Interest II-LT1GRP, a per annum
rate
(but not less than zero) equal to the weighted average of (x) with
respect to
REMIC I Regular Interest I and REMIC I Group I Regular Interests
ending with the
designation "B", the weighted average of the REMIC I Remittance
Rates for such
REMIC I Regular Interests, weighted on the basis of the
Uncertificated Balances
of each such REMIC I Regular Interest for each such Distribution
Date and (y)
with respect to REMIC I Group I Regular Interests ending with the
designation
"A", for each Distribution Date listed below, the weighted average
of the rates
listed below for such REMIC I Regular Interests listed below,
weighted on the
basis of the Uncertificated Balances of each such REMIC I Regular
Interest for
each such Distribution Date:
<TABLE>
<CAPTION>
DISTRIBUTION
DATE
REMIC I REGULAR INTEREST
RATE
---------------
-----------------------------------
----------------------------------------------------------
<S>
<C>
<C>
1
I-1-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
2
I-2-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A
REMIC I Remittance Rate
3
I-3-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A and I-2-A
REMIC I Remittance Rate
4
I-4-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-3-A
REMIC I Remittance Rate
5
I-5-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-4-A
REMIC I Remittance Rate
6
I-6-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-5-A
REMIC I Remittance Rate
7
I-7-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-6-A
REMIC I Remittance Rate
8
I-8-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-7-A
REMIC I Remittance Rate
9
I-9-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-8-A
REMIC I Remittance Rate
10
I-10-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-9-A
REMIC I Remittance Rate
11
I-11-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-10-A
REMIC I Remittance
Rate
12
I-12-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-11-A
REMIC I Remittance Rate
13
I-13-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-12-A
REMIC I Remittance Rate
14
I-14-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-13-A
REMIC I Remittance Rate
15
I-15-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-14-A
REMIC I Remittance Rate
16
I-16-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-15-A
REMIC I Remittance Rate
17
I-17-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-16-A
REMIC I Remittance Rate
18
I-18-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-17-A
REMIC I Remittance Rate
19
I-19-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-18-A
REMIC I Remittance Rate
20
I-20-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-19-A
REMIC I Remittance Rate
21
I-21-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-20-A
REMIC I Remittance Rate
22
I-22-A through I-52-A
2
multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-21-A
REMIC I Remittance Rate
23
I-23-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-22-A
REMIC I Remittance Rate
24
I-24-A
through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-23-A
REMIC I Remittance Rate
25
I-25-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-24-A
REMIC I Remittance Rate
26
I-26-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-25-A
REMIC I Remittance Rate
27
I-27-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-26-A
REMIC I Remittance Rate
28
I-28-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-27-A
REMIC I Remittance Rate
29
I-29-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-28-A
REMIC I Remittance Rate
30
I-30-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-29-A
REMIC I Remittance Rate
31
I-31-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-30-A
REMIC I Remittance Rate
32
I-32-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-31-A
REMIC I Remittance Rate
33
I-33-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-32-A
REMIC I Remittance Rate
34
I-34-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-33-A
REMIC I Remittance Rate
35
I-35-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-34-A
REMIC I Remittance Rate
36
I-36-A through I-52-A
2 multiplied by
Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-35-A
REMIC I Remittance Rate
37
I-37-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-36-A
REMIC I Remittance Rate
38
I-38-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-37-A
REMIC I Remittance Rate
39
I-39-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-38-A
REMIC I Remittance Rate
40
I-40-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-39-A
REMIC I Remittance Rate
41
I-41-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-40-A
REMIC I Remittance Rate
42
I-42-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-41-A
REMIC I Remittance Rate
43
I-43-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-42-A
REMIC I Remittance Rate
44
I-44-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I
Remittance Rate
I-1-A through I-43-A
REMIC I Remittance Rate
45
I-45-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-44-A
REMIC I Remittance Rate
46
I-46-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-45-A
REMIC I Remittance Rate
47
I-47-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-46-A
REMIC I Remittance Rate
48
I-48-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-47-A
REMIC I Remittance Rate
49
I-49-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-48-A
REMIC I Remittance Rate
50
I-50-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-49-A
REMIC I Remittance Rate
51
I-51-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-50-A
REMIC I Remittance Rate
52
I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-51-A
REMIC I Remittance Rate
thereafter
I-1-A through I-52-A
REMIC I Remittance Rate
</TABLE>
With respect to REMIC II Regular Interest II-LT2GRP, a per annum
rate
(but not less than zero) equal to the weighted average of (x) with
respect to
REMIC I Regular Interest II and REMIC I Group II Regular Interests
ending with
the designation "B", the weighted average of the REMIC I Remittance
Rates for
such REMIC I Regular Interests, weighted on the basis of the
Uncertificated
Balances of each such REMIC I Regular Interest for each such
Distribution Date
and (y) with respect to REMIC I Group II Regular Interests ending
with the
designation "A", for each Distribution Date listed below, the
weighted average
of the rates listed below for such REMIC I Regular Interests listed
below,
weighted on the basis of the Uncertificated Balances of each such
REMIC I
Regular Interest for each such Distribution Date:
<TABLE>
<CAPTION>
DISTRIBUTION
DATE
REMIC I REGULAR INTEREST
RATE
---------------
------------------------------------
--------------------------------------------------------
<S>
<C>
<C>
1
II-1-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
2
II-2-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A
REMIC I Remittance Rate
3
II-3-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A and II-2-A
REMIC I Remittance Rate
4
II-4-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-3-A
REMIC I Remittance Rate
5
II-5-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-4-A
REMIC I Remittance Rate
6
II-6-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-5-A
REMIC I Remittance Rate
7
II-7-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-6-A
REMIC I Remittance Rate
8
II-8-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-7-A
REMIC I Remittance Rate
9
II-9-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-8-A
REMIC I Remittance Rate
10
II-10-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-9-A
REMIC I Remittance Rate
11
II-11-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-10-A
REMIC I Remittance Rate
12
II-12-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-11-A
REMIC I Remittance Rate
13
II-13-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-12-A
REMIC I Remittance Rate
14
II-14-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-13-A
REMIC I Remittance Rate
15
II-15-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-14-A
REMIC I Remittance Rate
16
II-16-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-15-A
REMIC I Remittance Rate
17
II-17-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-16-A
REMIC I Remittance Rate
18
II-18-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-17-A
REMIC I Remittance Rate
19
II-19-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-18-A
REMIC I Remittance Rate
20
II-20-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-19-A
REMIC I Remittance Rate
21
II-21-A through II-52-A
2
multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-20-A
REMIC I Remittance Rate
22
II-22-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-21-A
REMIC I Remittance Rate
23
II-23-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-22-A
REMIC I Remittance Rate
24
II-24-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-23-A
REMIC I Remittance Rate
25
II-25-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-24-A
REMIC I Remittance Rate
26
II-26-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-25-A
REMIC I Remittance Rate
27
II-27-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-26-A
REMIC I Remittance Rate
28
II-28-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-27-A
REMIC I Remittance Rate
29
II-29-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-28-A
REMIC I Remittance Rate
30
II-30-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-29-A
REMIC I Remittance Rate
31
II-31-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-30-A
REMIC I Remittance Rate
32
II-32-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-31-A
REMIC I Remittance Rate
33
II-33-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-32-A
REMIC I Remittance Rate
34
II-34-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-33-A
REMIC I Remittance Rate
35
II-35-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-34-A
REMIC I Remittance Rate
36
II-36-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-35-A
REMIC I Remittance Rate
37
II-37-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-36-A
REMIC I Remittance Rate
38
II-38-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-37-A
REMIC I Remittance Rate
39
II-39-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-38-A
REMIC I Remittance Rate
40
II-40-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-39-A
REMIC I Remittance Rate
41
II-41-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A
through II-40-A
REMIC I Remittance Rate
42
II-42-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-41-A
