================================================================================
NEW CENTURY MORTGAGE SECURITIES, INC.
Depositor
[_______________________________]
Servicer
and
[_______________________________]
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of [___________]
----------------------------------------
New Century Home Equity Loan Trust, Series 200_-_
Asset Backed Pass-Through Certificates
================================================================================
<PAGE>
TABLE OF CONTENTS
ARTICLE I DEFINITIONS
SECTION 1.01. Defined
Terms....................................................
SECTION 1.02.
Allocation of Certain Interest
Shortfalls........................
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES
SECTION 2.01.
Conveyance of the Mortgage
Loans.................................
SECTION 2.02.
Acceptance of REMIC I by
Trustee.................................
SECTION 2.03.
Repurchase or Substitution of Mortgage Loans by the
Seller.......
SECTION 2.04.
Reserved.........................................................
SECTION 2.05.
Representations, Warranties and Covenants of the
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 by the Trustee....
SECTION 2.08.
Conveyance of the REMIC II Regular Interests; Acceptance of
REMIC
III by the Trustee..
SECTION 2.09.
Conveyance of the Class CE-1 Interest, the Class CE-2 Interest,
the Class P Interest
and the Class Swap-IO Interest; Acceptance of REMIC IV, REMIC
V,
REMIC VI and REMIC
VII by the
Trustee...............................................
SECTION 2.10. Issuance
of Class R Certificates and Class R-X Certificates......
SECTION 2.11. Puposes
and Powers of the Trust..................................
ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS
SECTION 3.01. Servicer
to Act as Servicer......................................
SECTION 3.02.
Sub-Servicing Agreements Between Servicer and
Sub-Servicers......
SECTION 3.03.
Successor
Sub-Servicers..........................................
SECTION 3.04.
Liability of the
Servicer........................................
SECTION 3.05. No
Contractual Relationship Between Sub-Servicers, the Trustee or
the
Certificateholders...........................................
SECTION 3.06.
Assumption or Termination of Sub-Servicing Agreements by the
Trustee.................
SECTION 3.07.
Collection of Certain Mortgage Loan
Payments.....................
SECTION 3.08.
Sub-Servicing
Accounts...........................................
SECTION 3.09.
Collection of Taxes, Assessments and Similar Items; Servicing
Accounts................
SECTION 3.10.
Collection Account and Distribution
Account......................
SECTION 3.11.
Withdrawals from the Collection Account and Distribution
Account.
SECTION 3.12.
Investment of Funds in the Collection Account and the
Distribution Account............
SECTION 3.13.
[Reserved].......................................................
SECTION 3.14.
Maintenance of Hazard Insurance and Errors and Omissions and
Fidelity Coverage........
SECTION 3.15.
Enforcement of Due-On-Sale Clauses; Assumption
Agreements........
SECTION 3.16.
Realization Upon Defaulted Mortgage
Loans........................
SECTION 3.17. Trustee
to Cooperate; Release of Mortgage Files..................
SECTION 3.18.
Servicing
Compensation...........................................
SECTION 3.19. Reports
to the Trustee and Others; Collection Account Statements.
SECTION 3.20.
Statement as to
Compliance.......................................
SECTION 3.21.
Assessments of Compliance and Attestation
Reports................
SECTION 3.23. Title,
Management and Disposition of REO Property................
SECTION 3.24.
Obligations of the Servicer in Respect of Prepayment Interest
Shortfalls.............
SECTION 3.25.
Obligations of the Servicer in Respect of Mortgage Rates and
Monthly Payments........
SECTION 3.26. Advance
Facility.................................................
SECTION 3.27.
[Reserved].......................................................
SECTION 3.28. Net WAC
Rate Carryover Reserve Account...........................
ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS
SECTION 4.01.
Distributions....................................................
SECTION 4.02.
Statements to
Certificateholders.................................
SECTION 4.03.
Remittance Reports; P&I
Advances.................................
SECTION 4.04.
Allocation of Realized
Losses....................................
SECTION 4.05.
Compliance with Withholding
Requirements.........................
SECTION 4.06. Exchange
Commission; Additional Information......................
SECTION 4.07. Swap
Account.....................................................
SECTION 4.08. Tax
Treatment of Swap Payments and Swap Termination Payments.....
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 SERVICER
SECTION 6.01.
Liability of the Depositor and the
Servicer......................
SECTION 6.02. Merger
or Consolidation of the Depositor or the Servicer.........
SECTION 6.03.
Limitation on Liability of the Depositor, the Servicer and
Others
SECTION 6.04.
Limitation on Resignation of the
Servicer........................
SECTION 6.05. Rights
of the Depositor in Respect of the Servicer...............
ARTICLE VII DEFAULT
SECTION 7.01. Servicer
Events of Default.......................................
SECTION 7.02. Trustee
to Act; Appointment of Successor.........................
SECTION 7.03.
Notification to
Certificateholders...............................
SECTION 7.04. Waiver
of 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. 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.
[Reserved].......................................................
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. 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........................................
SECTION 11.08. Article and Section
References...................................
SECTION 11.09. Grant of Security
Interest.......................................
<PAGE>
EXHIBITS
Exhibit A-1 Form
of Class A-1 Certificate
Exhibit A-2 Form
of Class A-2a Certificate
Exhibit A-3 Form of Class A-2b
Certificate
Exhibit A-4 Form
of Class A-2c Certificate
Exhibit A-5 Form
of Class A-2d Certificate
Exhibit A-6 Form
of Class M-1 Certificate
Exhibit A-7 Form
of Class M-2 Certificate
Exhibit A-8 Form
of Class M-3 Certificate
Exhibit A-9 Form
of Class M-4 Certificate
Exhibit A-10 Form of
Class M-5 Certificate
Exhibit A-11 Form of
Class M-6 Certificate
Exhibit A-12 Form of
Class M-7 Certificate
Exhibit A-13 Form of
Class M-8 Certificate
Exhibit A-14 Form of
Class M-9 Certificate
Exhibit A-15 Form of
Class M-10 Certificate
Exhibit A-16 Form of
Class CE-1 Certificate
Exhibit A-17 Form of
Class CE-2 Certificate
Exhibit A-18 Form of
Class P Certificate
Exhibit A-19 Form of
Class R Certificate
Exhibit A-20 Form of
Class R-X Certificate
Exhibit B
[Reserved]
Exhibit C-1 Form
of Trustee's Initial Certification
Exhibit C-2 Form
of Trustee's Final Certification
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 the Class CE Certificates, Class P Certificates or Residual
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 Report Pursuant to Section 4.06
Exhibit I
Form of Lost Note Affidavit
Exhibit J-1 Form
of Certification to Be Provided by the Depositor with
Form 10-K
Exhibit J-2 Form
of Certification to Be Provided to the Depositor by the
Trustee
Exhibit J-3 Form
of Certification to Be Provided to the Depositor by the
Servicer
Exhibit L
Form of Officer's Certificate Regarding Annual Statement of
Compliance
Exhibit M
Form of Interest Rate Swap Agreement
Exhibit N
\Form of Swap Administration Agreement
Schedule 1
Mortgage Loan Schedule
Schedule 2
Prepayment Charge Schedule
<PAGE>
This Pooling and Servicing Agreement, is dated and effective
as of [______________], among NEW CENTURY MORTGAGE SECURITIES, INC.
as
Depositor, [________________], as Servicer and [_______________] as
Trustee.
PRELIMINARY STATEMENT:
The Depositor intends to sell pass-through certificates to be
issued hereunder in multiple classes, which in the aggregate will
evidence the
entire beneficial ownership interest in each REMIC (as defined
herein) created
hereunder. The Trust Fund will consist of a segregated pool of
assets comprised
of the Mortgage Loans and certain other related assets subject to
this
Agreement.
<PAGE>
REMIC I
As provided herein, the Trustee will elect to treat the
segregated pool of assets consisting of the Mortgage Loans and
certain other
related assets (other than the Servicer Prepayment Charge Payment
Amount, 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 will be designated as
"REMIC I."
The Class R-I Interest will 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 will be certificated.
<PAGE>
<TABLE>
<CAPTION>
REMIC I
INITIAL
LATEST POSSIBLE
DESIGNATION
REMITTANCE RATE
UNCERTIFICATED BALANCE
MATURITY DATE(1)
----------------------- -----------------------------
------------------------------- -------------------------
<S>
<C>
<C>
<C>
I
Variable(2)
$
[___________________] [__________,
____]
I-1-A
Variable(2)
$
[___________________] [__________,
____]
I-1-B
Variable(2)
$
[___________________] [__________,
____]
I-2-A
Variable(2)
$
[___________________] [__________,
____]
I-2-B
Variable(2)
$
[___________________] [__________,
____]
I-3-A
Variable(2)
$
[___________________] [__________,
____]
I-3-B
Variable(2)
$
[___________________] [__________,
____]
I-4-A
Variable(2)
$
[___________________] [__________,
____]
I-4-B
Variable(2)
$
[___________________] [__________,
____]
I-5-A
Variable(2)
$
[___________________] [__________,
____]
I-5-B
Variable(2)
$
[___________________] [__________,
____]
I-6-A
Variable(2)
$
[___________________] [__________,
____]
I-6-B
Variable(2)
$
[___________________] [__________,
____]
I-7-A
Variable(2)
$
[___________________] [__________,
____]
I-7-B
Variable(2)
$
[___________________] [__________,
____]
I-8-A
Variable(2)
$
[___________________] [__________,
____]
I-8-B
Variable(2)
$
[___________________] [__________,
____]
I-9-A
Variable(2)
$
[___________________] [__________,
____]
I-9-B
Variable(2)
$
[___________________] [__________,
____]
I-10-A
Variable(2)
$
[___________________] [__________,
____]
I-10-B
Variable(2)
$
[___________________] [__________,
____]
I-11-A
Variable(2)
$
[___________________] [__________,
____]
I-11-B
Variable(2)
$
[___________________] [__________,
____]
I-12-A
Variable(2)
$
[___________________] [__________,
____]
I-12-B
Variable(2)
$
[___________________] [__________,
____]
I-13-A
Variable(2)
$
[___________________] [__________,
____]
I-13-B
Variable(2)
$
[___________________] [__________,
____]
I-14-A
Variable(2)
$
[___________________] [__________,
____]
I-14-B
Variable(2)
$
[___________________] [__________,
____]
I-15-A
Variable(2)
$
[___________________] [__________,
____]
I-15-B
Variable(2)
$
[___________________]
[__________, ____]
I-16-A
Variable(2)
$
[___________________] [__________,
____]
I-16-B
Variable(2)
$
[___________________] [__________,
____]
I-17-A
Variable(2)
$
[___________________] [__________,
____]
I-17-B
Variable(2)
$
[___________________] [__________,
____]
I-18-A
Variable(2)
$
[___________________] [__________,
____]
I-18-B
Variable(2)
$
[___________________] [__________,
____]
I-19-A
Variable(2)
$
[___________________] [__________,
____]
I-19-B
Variable(2)
$
[___________________] [__________,
____]
I-20-A
Variable(2)
$
[___________________] [__________,
____]
I-20-B
Variable(2)
$
[___________________] [__________,
____]
I-21-A
Variable(2)
$
[___________________] [__________,
____]
I-21-B
Variable(2)
$
[___________________] [__________,
____]
I-22-A
Variable(2)
$
[___________________] [__________,
____]
I-22-B
Variable(2)
$
[___________________] [__________,
____]
I-23-A
Variable(2)
$
[___________________] [__________,
____]
I-23-B
Variable(2)
$
[___________________] [__________,
____]
I-24-A
Variable(2)
$
[___________________] [__________,
____]
I-24-B
Variable(2)
$
[___________________] [__________,
____]
I-25-A
Variable(2)
$
[___________________] [__________,
____]
I-25-B
Variable(2)
$
[___________________] [__________,
____]
I-26-A
Variable(2)
$
[___________________] [__________,
____]
I-26-B
Variable(2)
$
[___________________] [__________,
____]
I-27-A
Variable(2)
$
[___________________] [__________,
____]
I-27-B
Variable(2)
$
[___________________] [__________,
____]
I-28-A
Variable(2)
$
[___________________] [__________,
____]
I-28-B
Variable(2)
$
[___________________] [__________,
____]
I-29-A
Variable(2)
$
[___________________] [__________,
____]
I-29-B
Variable(2)
$
[___________________] [__________,
____]
I-30-A
Variable(2)
$
[___________________] [__________,
____]
I-30-B
Variable(2)
$
[___________________] [__________,
____]
I-31-A
Variable(2)
$
[___________________] [__________,
____]
I-31-B
Variable(2)
$
[___________________] [__________,
____]
I-32-A
Variable(2)
$
[___________________] [__________,
____]
I-32-B
Variable(2)
$
[___________________] [__________,
____]
I-33-A
Variable(2)
$
[___________________] [__________,
____]
I-33-B
Variable(2)
$
[___________________] [__________,
____]
I-34-A
Variable(2)
$
[___________________] [__________, ____]
I-34-B
Variable(2)
$
[___________________] [__________,
____]
I-35-A
Variable(2)
$
[___________________] [__________,
____]
I-35-B
Variable(2)
$
[___________________] [__________,
____]
I-36-A
Variable(2)
$
[___________________] [__________,
____]
I-36-B
Variable(2)
$
[___________________] [__________,
____]
I-37-A
Variable(2)
$
[___________________] [__________,
____]
I-37-B
Variable(2)
$
[___________________]
[__________, ____]
I-38-A
Variable(2)
$
[___________________] [__________,
____]
I-38-B
Variable(2)
$
[___________________] [__________,
____]
I-39-A
Variable(2)
$
[___________________] [__________,
____]
I-39-B
Variable(2)
$
[___________________] [__________,
____]
I-40-A
Variable(2)
$
[___________________] [__________,
____]
I-40-B
Variable(2)
$
[___________________] [__________,
____]
I-41-A
Variable(2)
$
[___________________] [__________,
____]
I-41-B
Variable(2)
$
[___________________] [__________,
____]
I-42-A
Variable(2)
$
[___________________] [__________,
____]
I-42-B
Variable(2)
$
[___________________] [__________,
____]
I-43-A
Variable(2)
$
[___________________] [__________,
____]
I-43-B
Variable(2)
$
[___________________] [__________,
____]
I-44-A
Variable(2)
$
[___________________] [__________,
____]
I-44-B
Variable(2)
$
[___________________] [__________,
____]
I-45-A
Variable(2)
$
[___________________] [__________,
____]
I-45-B
Variable(2)
$
[___________________] [__________,
____]
I-46-A
Variable(2)
$
[___________________] [__________,
____]
I-46-B
Variable(2)
$
[___________________] [__________,
____]
I-47-A
Variable(2)
$
[___________________] [__________,
____]
I-47-B
Variable(2)
$
[___________________] [__________,
____]
I-48-A
Variable(2)
$
[___________________] [__________,
____]
I-48-B
Variable(2)
$
[___________________] [__________,
____]
II
Variable(2)
$
[___________________] [__________,
____]
II-1-A
Variable(2)
$
[___________________] [__________,
____]
II-1-B
Variable(2)
$
[___________________] [__________,
____]
II-2-A
Variable(2)
$
[___________________] [__________,
____]
II-2-B
Variable(2)
$
[___________________] [__________,
____]
II-3-A
Variable(2)
$
[___________________] [__________,
____]
II-3-B
Variable(2)
$
[___________________] [__________,
____]
II-4-A
Variable(2)
$
[___________________] [__________,
____]
II-4-B
Variable(2)
$
[___________________] [__________,
____]
II-5-A
Variable(2)
$
[___________________] [__________,
____]
II-5-B
Variable(2)
$
[___________________] [__________,
____]
II-6-A
Variable(2)
$
[___________________] [__________,
____]
II-6-B
Variable(2)
$
[___________________] [__________,
____]
II-7-A
Variable(2)
$
[___________________] [__________,
____]
II-7-B
Variable(2)
$
[___________________] [__________,
____]
II-8-A
Variable(2)
$
[___________________] [__________,
____]
II-8-B
Variable(2)
$
[___________________] [__________,
____]
II-9-A
Variable(2)
$
[___________________] [__________,
____]
II-9-B
Variable(2)
$
[___________________] [__________,
____]
II-10-A
Variable(2)
$
[___________________] [__________,
____]
II-10-B
Variable(2)
$
[___________________] [__________,
____]
II-11-A
Variable(2)
$
[___________________] [__________,
____]
II-11-B
Variable(2)
$
[___________________] [__________,
____]
II-12-A
Variable(2)
$
[___________________] [__________,
____]
II-12-B
Variable(2)
$
[___________________] [__________,
____]
II-13-A
Variable(2)
$
[___________________] [__________,
____]
II-13-B
Variable(2)
$
[___________________] [__________,
____]
II-14-A
Variable(2)
$
[___________________] [__________,
____]
II-14-B
Variable(2)
$
[___________________] [__________,
____]
II-15-A
Variable(2)
$
[___________________] [__________,
____]
II-15-B
Variable(2)
$
[___________________] [__________,
____]
II-16-A
Variable(2)
$
[___________________] [__________,
____]
II-16-B
Variable(2)
$
[___________________] [__________,
____]
II-17-A
Variable(2)
$
[___________________] [__________,
____]
II-17-B
Variable(2)
$
[___________________] [__________,
____]
II-18-A
Variable(2)
$
[___________________] [__________,
____]
II-18-B
Variable(2)
$
[___________________] [__________,
____]
II-19-A
Variable(2)
$
[___________________] [__________,
____]
II-19-B
Variable(2)
$
[___________________] [__________,
____]
II-20-A
Variable(2)
$
[___________________] [__________,
____]
II-20-B
Variable(2)
$
[___________________] [__________,
____]
II-21-A
Variable(2)
$
[___________________] [__________,
____]
II-21-B
Variable(2)
$
[___________________] [__________,
____]
II-22-A
Variable(2)
$
[___________________] [__________,
____]
II-22-B
Variable(2)
$
[___________________] [__________,
____]
II-23-A
Variable(2)
$
[___________________] [__________,
____]
II-23-B
Variable(2)
$
[___________________] [__________,
____]
II-24-A
Variable(2)
$
[___________________] [__________,
____]
II-24-B
Variable(2)
$
[___________________] [__________,
____]
II-25-A
Variable(2)
$
[___________________] [__________,
____]
II-25-B
Variable(2)
$
[___________________] [__________,
____]
II-26-A
Variable(2)
$
[___________________] [__________,
____]
II-26-B
Variable(2)
$
[___________________] [__________,
____]
II-27-A
Variable(2)
$
[___________________] [__________,
____]
II-27-B
Variable(2)
$
[___________________] [__________,
____]
II-28-A
Variable(2)
$
[___________________] [__________,
____]
II-28-B
Variable(2)
$
[___________________] [__________,
____]
II-29-A
Variable(2)
$
[___________________] [__________,
____]
II-29-B
Variable(2)
$
[___________________] [__________,
____]
II-30-A
Variable(2)
$
[___________________] [__________,
____]
II-30-B
Variable(2)
$
[___________________] [__________,
____]
II-31-A
Variable(2)
$
[___________________]
[__________, ____]
II-31-B
Variable(2)
$
[___________________] [__________,
____]
II-32-A
Variable(2)
$
[___________________] [__________,
____]
II-32-B
Variable(2)
$
[___________________] [__________,
____]
II-33-A
Variable(2)
$
[___________________] [__________,
____]
II-33-B
Variable(2)
$
[___________________] [__________,
____]
II-34-A
Variable(2)
$
[___________________] [__________,
____]
II-34-B
Variable(2)
$
[___________________] [__________,
____]
II-35-A
Variable(2)
$
[___________________] [__________,
____]
II-35-B
Variable(2)
$
[___________________] [__________,
____]
II-36-A
Variable(2)
$
[___________________] [__________,
____]
II-36-B
Variable(2)
$
[___________________] [__________,
____]
II-37-A
Variable(2)
$
[___________________] [__________,
____]
II-37-B
Variable(2)
$
[___________________] [__________,
____]
II-38-A
Variable(2)
$
[___________________] [__________,
____]
II-38-B
Variable(2)
$
[___________________] [__________,
____]
II-39-A
Variable(2)
$
[___________________] [__________,
____]
II-39-B
Variable(2)
$
[___________________] [__________,
____]
II-40-A
Variable(2)
$
[___________________] [__________,
____]
II-40-B
Variable(2)
$
[___________________] [__________,
____]
II-41-A
Variable(2)
$
[___________________] [__________,
____]
II-41-B
Variable(2)
$
[___________________] [__________,
____]
II-42-A
Variable(2)
$
[___________________] [__________,
____]
II-42-B
Variable(2)
$
[___________________] [__________,
____]
II-43-A
Variable(2)
$
[___________________] [__________,
____]
II-43-B
Variable(2)
$
[___________________] [__________,
____]
II-44-A
Variable(2)
$
[___________________] [__________,
____]
II-44-B
Variable(2)
$
[___________________] [__________,
____]
II-45-A
Variable(2)
$
[___________________] [__________,
____]
II-45-B
Variable(2)
$
[___________________] [__________,
____]
II-46-A
Variable(2)
$
[___________________] [__________,
____]
II-46-B
Variable(2)
$
[___________________] [__________,
____]
II-47-A
Variable(2)
$
[___________________] [__________,
____]
II-47-B
Variable(2)
$
[___________________] [__________,
____]
II-48-A
Variable(2)
$
[___________________] [__________,
____]
II-48-B
Variable(2)
$
[___________________] [__________,
____]
P
Variable(2)
$
[___________________] [__________,
____]
</TABLE>
----------------
(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.
<PAGE>
REMIC II
As provided herein, the Trustee will elect to treat the
segregated pool of assets consisting of the REMIC I Regular
Interests subject to
this Agreement as a REMIC for federal income tax purposes, and such
segregated
pool of assets will be designated as "REMIC II." The Class R-II
Interest will be
the sole class of "residual interests" in REMIC II for purposes of
the REMIC
Provisions (as defined herein). 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 will
be
certificated.
<PAGE>
<TABLE>
<CAPTION>
REMIC II
INITIAL
LATEST POSSIBLE
DESIGNATION
REMITTANCE RATE
UNCERTIFICATED BALANCE
MATURITY DATE(1)
-------------------------- ---------------------------
---------------------------
<S>
<C>
<C>
<C>
II-LTAA
Variable(2)
$
[___________________]
[__________, ____]
II-LTA1
Variable(2)
$
[___________________]
[__________, ____]
II-LTA2a
Variable(2)
$
[___________________]
[__________, ____]
II-LTA2b
Variable(2)
$
[___________________]
[__________, ____]
II-LTA2c
Variable(2)
$
[___________________]
[__________, ____]
II-LTA2d
Variable(2)
$
[___________________]
[__________, ____]
II-LTM1
Variable(2)
$
[___________________]
[__________, ____]
II-LTM2
Variable(2)
$
[___________________]
[__________, ____]
II-LTM3
Variable(2)
$
[___________________]
[__________, ____]
II-LTM4
Variable(2)
$
[___________________]
[__________, ____]
II-LTM5
Variable(2) $
[___________________]
[__________, ____]
II-LTM6
Variable(2)
$
[___________________]
[__________, ____]
II-LTM7
Variable(2)
$
[___________________]
[__________, ____]
II-LTM8
Variable(2)
$
[___________________]
[__________, ____]
II-LTM9
Variable(2)
$
[___________________]
[__________, ____]
II-LTM10
Variable(2)
$
[___________________]
[__________, ____]
II-LTZZ
Variable(2)
$
[___________________]
[__________, ____]
II-LTP
Variable(2)
$ [___________________]
[__________, ____]
II-LT1SUB
Variable(2)
$
[___________________]
[__________, ____]
II-LT1GRP
Variable(2)
$
[___________________]
[__________, ____]
II-LT2SUB
Variable(2)
$
[___________________]
[__________, ____]
II-LT2GRP
Variable(2)
$
[___________________]
[__________, ____]
II-LTXX
Variable(2)
$
[___________________]
[__________, ____]
II-IO
Variable(2)
N/A (3) [__________,
____]
</TABLE>
-------------------
(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 II 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 Ucnertificated Balance but
will
accrue interest on its Uncertificated Notional Amount (as
defined
herein).
<PAGE>
REMIC III
As provided herein, the Trustee will elect to treat the
segregated pool of assets consisting of the REMIC II Regular
Interests as a
REMIC for federal income tax purposes, and such segregated pool of
assets will
be designated as "REMIC III." The Class R-III Interest will
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.
<TABLE>
<CAPTION>
INITIAL CERTIFICATE
LATEST POSSIBLE
DESIGNATION
PASS-THROUGH RATE
PRINCIPAL BALANCE
MATURITY DATE(1)
<S>
<C>
<C>
<C>
Class A-1
Variable(2)
$[___________________]
[__________, ____]
Class A-2a
Variable(2)
$[___________________]
[__________, ____]
Class A-2b
Variable(2)
$[___________________]
[__________, ____]
Class A-2c
Variable(2)
$[___________________]
[__________, ____]
Class A-2d
Variable(2)
$[___________________]
[__________, ____]
Class M-1
Variable(2)
$[___________________]
[__________, ____]
Class M-2
Variable(2)
$[___________________]
[__________, ____]
Class M-3
Variable(2)
$[___________________]
[__________, ____]
Class M-4
Variable(2)
$[___________________]
[__________, ____]
Class M-5
Variable(2)
$[___________________]
[__________, ____]
Class M-6
Variable(2)
$[___________________]
[__________, ____]
Class M-7
Variable(2)
$[___________________]
[__________, ____]
Class M-8
Variable(2)
$[___________________]
[__________, ____]
Class M-9
Variable(2)
$[___________________]
[__________, ____]
Class M-10
Variable(2)
$[___________________]
[__________, ____]
Class CE-1
Interest
Variable(2)
$[___________________]
[__________, ____]
Class CE-2
Interest
N/A
$[___________________]
[__________, ____]
Class P
Interest
N/A(4)
$[___________________]
[__________, ____]
Class SWAP-IO Interest
N/A(5)
$
N/A(5) [__________,
____]
</TABLE>
---------------
(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 Loans with the latest maturity date has been designated as
the
"latest possible maturity date" for each Class of Certificates.
(2)
Calculated in accordance with the definition of "Pass-Through
Rate"
herein.
(3)
The Class CE-1 Interest will accrue interest at its variable
Pass-Through Rate on the Notional Amount of the Class CE-1
Interest
outstanding from time to time. The Class CE-1 Interest will not
accrue
interest on its Certificate Principal Balance.
(4)
The Class P Interest will not accrue interest.
(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 II-IO.
<PAGE>
REMIC IV
As provided herein, the Trustee will elect to treat the
segregated pool of assets consisting of the the Class CE-1 Interest
as a REMIC
for federal income tax purposes, and such segregated pool of assets
will be
designated as "REMIC IV." The Class R-IV Interest will evidence the
sole class
of "residual interests" in REMIC IV 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.
<TABLE>
<CAPTION>
Initial Aggregate
Certificate Principal Latest
Possible Maturity
Designation
Pass-Through Rate
Balance
Date(1)
-------------------------- -----------------------------
-------------------------- ----------------------------
<S>
<C>
<C>
<C>
Class CE-1
Variable(2)
$[____________](3)
[____________, _____]
---------------
(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 Loans with the latest maturity date has been designated as
the
"latest possible maturity date" for each Class of Certificates.
(2)
Calculated in accordance with the definition of "Pass-Through
Rate"
herein.
(3)
The Class CE-1 Certificates will be entitled to [___]% of amounts
distributed on the Class CE-1 Interest.
</TABLE>
<PAGE>
REMIC V
As provided herein, the Trustee will elect 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
will be
designated as "REMIC V." The Class R-V Interest will evidence 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 Classes of Certificates.
<TABLE>
<CAPTION>
Initial Aggregate
Certificate Principal Latest
Possible Maturity
Designation
Pass-Through Rate
Balance
Date(1)
-------------------------- -----------------------------
-------------------------- ----------------------------
<S>
<C>
<C>
<C>
Class P
N/A
$[________](2)
[____________, _____]
---------------
(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 Loans with the latest maturity date has been designated as
the
"latest possible maturity date" for each Class of Certificates.
(2)
The Class P Certificates will receive [___]% of amounts received in
respect of the Class P Interest.
</TABLE>
<PAGE>
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.
<TABLE>
<CAPTION>
INITIAL AGGREGATE
CERTIFICATE PRINCIPAL
LATEST POSSIBLE
DESIGNATION
PASS-THROUGH RATE
BALANCE
MATURITY DATE(1)
--------------------------- ------------------------- ----------------------------
----------------------------
<S>
<C>
<C>
<C>
SWAP-IO
Variable(2)
N/A
[_________, ____]
</TABLE>
----------------
(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.
<PAGE>
REMIC VII
As provided herein, the Trustee will elect to treat the
segregated pool of assets consisting of the Class CE-2 Interest as
a REMIC for
federal income tax purposes, and such segregated pool of assets
will be
designated as "REMIC VII." The Class R-VII Interest will evidence
the sole class
of "residual interests" in REMIC VII 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.
<TABLE>
<CAPTION>
Initial Aggregate
Certificate Principal Latest
Possible Maturity
Designation
Pass-Through Rate
Balance
Date(1)
---------------------------
------------------------- ----------------------------
----------------------------
<S>
<C>
<C>
<C>
Class CE-2
N/A(2)
$[___________] (3)
[__________, ____]
</TABLE>
---------------
(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 Loans with the latest maturity date has been designated as
the
"latest possible maturity date" for each Class of Certificates.
(2)
The Class CE-2 Certificates wll not have a Pass-Through Rate.
(3)
The Class CE-2 Certificates will receive [___]% of amounts
distributed
on the Class CE-2 Interest until the Certificate Principal Balance
is
reduced to zero.
As of the Cut-off Date, the Group I Mortgage Loans had an
aggregate Stated Principal Balance equal to $[______________] and
the Group II
Mortgage Loans had an aggregate Stated Principal Balance equal
to
$[______________].
In consideration of the mutual agreements herein contained,
the Depositor, the Servicer and the Trustee agree as follows:
<PAGE>
ARTICLE I
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.
"Accrued Certificate Interest": With respect to any Class A
Certificate, Mezzanine Certificate or Class CE-1 Certificate 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 Offered
Certificates, or on
the Notional Amount, in the case of the Class CE-1 Certificates, of
such
Certificate immediately prior to such Distribution Date. The Class
P
Certificates and Class CE-2 Certificates are not entitled to
distributions in
respect of interest and, accordingly, will not accrue interest.
All
distributions of interest on the Offered Certificates will 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 Class CE-1
Certificates
will 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, Mezzanine Certificate or Class CE-1 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 3.24 and (b) the aggregate amount of
any Relief Act
Interest Shortfall, if any, for such Distribution Date. In
addition, Accrued
Certificate Interest with respect to each Distribution Date, as to
any Class
CE-1 Certificate, shall be reduced by an amount equal to the
portion allocable
to such Class CE-1 Certificate of Realized Losses, if any, pursuant
to Section
4.04 hereof. Subsequent to the Class CE Transition Date and until
the
Certificate Principal Balance of the Class CE-2 Interest has been
reduced to
zero, any Accrued Certificate Interest on the Class CE-1 Interest
shall be paid
to the Class CE-2 Interest until the Certificate Principal Balance
thereof has
been reduced to zero, and the Certificate Principal Balance of the
Class CE-1
Interest shall be increased by such amount.
"Adjustable-Rate Mortgage Loan": Each of the Mortgage Loans
identified in 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.
"Advancing Person": As defined in Section 3.26(a) hereof.
"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) any
Realized Losses allocated to such Class of Certificates on such
Distribution
Date and any Allocated Realized Loss Amount for such Class
remaining
undistributed from previous Distribution Dates.
"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 required
pursuant to
Section 2.01 hereof or returned by the applicable recorder's
office), 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,
which
assignment, notice of transfer or equivalent instrument may be in
the form of
one or more blanket assignments covering Mortgages secured by
Mortgaged
Properties located in the same county, if permitted by law.
"Available Distribution Amount": 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, (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 3.23, (c) the aggregate of any amounts deposited in the
Distribution
Account by the Servicer in respect of Prepayment Interest
Shortfalls for such
Distribution Date pursuant to Section 3.24, (d) the aggregate of
any P&I
Advances made by the Servicer for such Distribution Date pursuant
to Section
4.03 and (e) the aggregate of any advances made by the Trustee as
successor
Servicer or any other successor Servicer for such Distribution Date
pursuant to
Section 7.02, reduced (to not less than zero), by (2) 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 and Insurance
Proceeds received
in respect of the Mortgage Loans after the related Prepayment
Period, (iv)
amounts reimbursable or payable to the Depositor, the Servicer, the
Trustee, the
Seller or any Sub-Servicer pursuant to Section 3.11 or Section 3.12
or otherwise
payable in respect of Extraordinary Trust Fund Expenses, (v) the
Trustee Fee
payable from the Distribution Account pursuant to Section 8.05,
(vi) amounts
deposited in the Collection Account or the Distribution Account in
error, (vii)
the amount of any Prepayment Charges collected by the Servicer in
connection
with the Principal Prepayment of any of the Mortgage Loans or any
Servicer
Prepayment Charge Payment Amount, and (viii) any Net Swap Payment
or Swap
Termination Payment owed to the Swap Provider (other than any Swap
Termination
Payment owed to the Swap Provider resulting from a Swap Provider
Trigger Event).
"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": The Offered Certificates for so long
as the Certificates of such Class shall be registered in the name
of the
Depository or its nominee.
"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 Arizona,
the State of California, the State of New York, the State of Texas
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.
"Cash-Out Refinancing": A Refinanced Mortgage Loan the
proceeds of which are more than a nominal amount in excess of the
principal
balance of any existing first mortgage or subordinate mortgage on
the related
Mortgaged Property and related closing costs.
"Certificate": Any one of the Asset Backed Pass-Through
Certificates, Series 2005-D, 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-1, Class
CE-2, Class P,
Class R or Class R-X issued under this Agreement.
"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 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 may conclusively
rely upon a
certificate of the Depositor or the 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 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 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 aggregate
Certificate
Principal Balance (or the Notional Amount, in the case of the Class
CE-1
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-1 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-1 Certificates) of such Class of
Certificates as of
the Closing Date.
"Certificate Margin": With respect to each Class of Offered
Certificate and, for purposes of the Marker Rate, the specified
REMIC II Regular
Interest, as follows:
Certificate Margin
REMIC II Regular
--------------------------
Class
Interest
(1) (%)
(2) (%)
----------
-------------------
---------
---------
A-1
II-LTA1
[____]%
[____]%
A-2a
II-LTA2a
[____]%
[____]%
A-2b
II-LTA2b
[____]%
[____]%
A-2c
II-LTA2c
[____]%
[____]%
A-2d
II-LTA2d
[____]%
[____]%
M-1
II-LTM1
[____]%
[____]%
M-2
II-LTM2
[____]%
[____]%
M-3
II-LTM3
[____]%
[____]%
M-4
II-LTM4
[____]%
[____]%
M-5
II-LTM5
[____]%
[____]%
M-6
II-LTM6
[____]%
[____]%
M-7
II-LTM7
[____]%
[____]%
M-8
II-LTM8
[____]%
[____]%
M-9
II-LTM9
[____]%
[____]%
M-10
II-LTM10
[____]%
[____]%
----------
(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 any
Subsequent Recoveries on the Mortgage Loans added to the
Certificate Principal
Balance of such Certificate pursuant to Section 4.01, minus all
distributions
allocable to principal made thereon 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-2 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,
minus all
distributions made thereon and 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), increased by an amount equal to any Overcollateralization
Increase
Amounts distributed under Section 4.01(a)(4)(i) to the extent of
Realized Losses
allocated to the Class CE-2 Certificates; provided, however, the
Certificate
Principal Balance of the Class CE-2 Certificate shall not exceed
the initial
Certificate Principal Balance minus any distributions thereon.
With respect to each Class CE-1 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, the Class P Certificates and the Class CE-2
Certificates then
outstanding.
"Certificate Register": The register maintained 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 Certificates,
the Class A-2a Certificates, the Class A-2b Certificates, the Class
A-2c
Certificates or the Class A-2d Certificates.
"Class A-1 Certificate": Any one of the Class A-1A
Certificates executed by the Trustee, and authenticated and
delivered by the
Trustee, 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
Trustee, substantially in the form annexed hereto as Exhibit A-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 A-2b Certificate": Any one of the Class A-2b
Certificates executed by the Trustee, and authenticated and
delivered by the
Trustee, substantially in the form annexed hereto as Exhibit A-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
A-2c Certificate": Any one of the Class A-2c
Certificates executed by the Trustee, and authenticated and
delivered by the
Trustee, substantially in the form annexed hereto as Exhibit A-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 A-2d Certificate": Any one of the Class A-2d
Certificates executed by the Trustee, and authenticated and
delivered by the
Trustee, substantially in the form annexed hereto as Exhibit A-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 CE Certificate": Any one of the Class CE-1 Certificates
or the Class CE-2 Certificates.
"Class CE Transition Date": The earlier to occur of (i) the
Stepdown Date and (ii) the 37th Distribution Date.
"Class
CE-1 Certificate": Any one of the Class CE-1
Certificates executed, authenticated and delivered by the Trustee,
substantially
in the form annexed hereto as Exhibit A-16 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-2 Certificate": Any one of the Class CE-2
Certificates executed, authenticated and delivered by the Trustee,
substantially
in the form annexed hereto as Exhibit A-17 and evidencing a Regular
Interest in
REMIC VII.
"Class CE-1 Interest": An uncertificated interest in the Trust
Fund held by the Trustee on behalf of the Holders of the Class
CE-1
Certificates, evidencing a Regular Interest in REMIC III for
purposes of the
REMIC Provisions.
"Class CE-2 Interest": An uncertificated interest in the Trust
Fund held by the Trustee on behalf of the Holders of the Class
CE-2
Certificates, evidencing a Regular Interest in REMIC III for
purposes of the
REMIC Provisions.
"Class IO Distribution Amount": As defined in Section 4.08
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 4.08
hereof.
"Class M-1 Certificate": Any one of the Class M-1 Certificates
executed by the Trustee, and authenticated and delivered by the
Trustee,
substantially in the form annexed hereto as Exhibit A-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-1 Principal Distribution Amount": With respect to
any Distribution Date, the excess of (x) the sum of (i) the
aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into
account the distribution of the Senior 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 and
(B) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last
day of the related Due Period minus $[_______].
"Class M-2 Certificate": Any one of the Class M-2 Certificates
executed by the Trustee, and authenticated and delivered by the
Trustee,
substantially in the form annexed hereto as Exhibit A-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-2 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate
Certificate
Principal Balance of the Class A Certificates (after taking into
account the
distribution of the Senior Principal Distribution Amount on such
Distribution
Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates
(after taking into account the distribution 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 and (B) the aggregate Stated
Principal Balance of
the Mortgage Loans as of the last day of the related Due Period
minus
$[_______].
"Class M-3 Certificate": Any one of the Class M-3 Certificates
executed by the Trustee, and authenticated and delivered by the
Trustee,
substantially in the form annexed hereto as Exhibit A-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-3 Principal Distribution Amount": With respect to
any Distribution Date, the excess of (x) the sum of (i) the
aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into
account the distribution of the Senior Principal Distribution
Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the
Class M-1
Certificates (after taking into account the distribution 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
distribution 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 and (B)
the
aggregate Stated Principal Balance of the Mortgage Loans as of the
last day of
the related Due Period minus
$[_______].
"Class M-4 Certificate": Any one of the Class M-4 Certificates
executed by the Trustee, and authenticated and delivered by the
Trustee,
substantially in the form annexed hereto as Exhibit A-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-4 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate
Certificate
Principal Balance of the Class A Certificates (after taking into
account the
distribution of the Senior Principal Distribution Amount on such
Distribution
Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates
(after taking into account the distribution 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
distribution 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 distribution 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 and (B) the aggregate Stated Principal
Balance of the
Mortgage Loans as of the last day of the related Due Period minus
$[_______].
"Class M-5 Certificate": Any one of the Class M-5 Certificates
executed by the Trustee, and authenticated and delivered by the
Trustee,
substantially in the form annexed hereto as Exhibit A-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-5 Principal Distribution Amount": With respect to
any Distribution Date, the excess of (x) the sum of (i) the
aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into
account the distribution of the Senior Principal Distribution
Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the
Class M-1
Certificates (after taking into account the distribution 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
distribution 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 distribution 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
distribution 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 and (B)
the
aggregate Stated Principal Balance of the Mortgage Loans as of the
last day of
the related Due Period minus $[_______].
"Class M-6 Certificate": Any one of the Class M-6 Certificates
executed by the Trustee, and authenticated and delivered by the
Trustee,
substantially in the form annexed hereto as Exhibit A-11 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, the excess of (x) the sum of (i) the
aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into
account the distribution of the Senior Principal Distribution
Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the
Class M-1
Certificates (after taking into account the distribution 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
distribution 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 distribution 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
distribution 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 distribution 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 and (B) the aggregate Stated
Principal Balance of
the Mortgage Loans as of the last day of the related Due Period
minus
$[______].
"Class M-7 Certificate": Any one of the Class M-7 Certificates
executed by the Trustee, and authenticated and delivered by the
Trustee,
substantially in the form annexed hereto as Exhibit A-12 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, the excess of (x) the sum of (i) the aggregate
Certificate
Principal Balance of the Class A Certificates (after taking into
account the
distribution of the Senior Principal Distribution Amount on such
Distribution
Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates
(after taking into account the distribution 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
distribution 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 distribution 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
distribution 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 distribution 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
distribution 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 and (B)
the
aggregate Stated Principal Balance of the Mortgage Loans as of the
last day of
the related Due Period minus $[_______].
"Class M-8 Certificate": Any one of the Class M-8 Certificates
executed by the Trustee, and authenticated and delivered by the
Trustee,
substantially in the form annexed hereto as Exhibit A-13 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, the excess of (x) the sum of (i) the
aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into
account the distribution of the Senior Principal Distribution
Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the
Class M-1
Certificates (after taking into account the distribution 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
distribution 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 distribution 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
distribution 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 distribution 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
distribution 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 distribution 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 and (B) the aggregate Stated
Principal Balance of
the Mortgage Loans as of the last day of the related Due Period
minus
$[_______].
"Class M-9 Certificate": Any one of the Class M-9 Certificates
executed by the Trustee, and authenticated and delivered by the
Trustee,
substantially in the form annexed hereto as Exhibit A-14 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, the excess of (x) the sum of (i) the
aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into
account the distribution of the Senior Principal Distribution
Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the
Class M-1
Certificates (after taking into account the distribution 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
distribution 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 distribution 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
distribution 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 distribution 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
distribution 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 distribution 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
distribution 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 and (B)
the
aggregate Stated Principal Balance of the Mortgage Loans as of the
last day of
the related Due Period minus $[_______].
"Class M-10 Certificate": Any one of the Class M-10
Certificates executed by the Trustee, and authenticated and
delivered by the
Trustee, substantially in the form annexed hereto as Exhibit A-15
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, the excess of (x) the sum of (i) the
aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into
account the distribution of the Senior Principal Distribution
Amount on the
related distribution date), (ii) the Certificate Principal Balance
of the Class
M-1 Certificates (after taking into account the distribution of the
Class M-1
Principal Distribution Amount on the related distribution date),
(iii) the
Certificate Principal Balance of the Class M-2 Certificates (after
taking into
account the distribution of the Class M-2 Principal Distribution
Amount on the
related distribution date), (iv) the Certificate Principal Balance
of the Class
M-3 Certificates (after taking into account the distribution of the
Class M-3
Principal Distribution Amount on the related distribution date),
(v) the
Certificate Principal Balance of the Class M-4 Certificates (after
taking into
account the distribution of the Class M-4 Principal Distribution
Amount on the
related distribution date), (vi) the Certificate Principal Balance
of the Class
M-5 Certificates (after taking into account the distribution of the
Class M-5
Principal Distribution Amount on the related distribution date),
(vii) the
Certificate Principal Balance of the Class M-6 Certificates (after
taking into
account the distribution of the Class M-6 Principal Distribution
Amount on the
related distribution date), (viii) the Certificate Principal
Balance of the
Class M-7 Certificates (after taking into account the distribution
of the Class
M-7 Principal Distribution Amount on the related distribution
date), (ix) the
Certificate Principal Balance of the Class M-8 Certificates (after
taking into
account the distribution of the Class M-8 Principal Distribution
Amount on the
related distribution date), (x) the Certificate Principal Balance
of the Class
M-9 Certificates (after taking into account the distribution of the
Class M-9
Principal Distribution Amount on the related distribution date) and
(xi) the
Certificate Principal Balance of the Class M-10 Certificates
immediately prior
to the related distribution date over the lesser of (A) the product
of (i)
[_______]% and (ii) the aggregate principal balance of the mortgage
loans as of
the last day of the related Due Period and (B) the aggregate
principal balance
of the mortgage loans as of the last day of the related Due Period
minus
approximately $[_______].
"Class SWAP-IO Interest": An uncertificated interest in the
Trust Fund evidencing a Regular Interest in REMIC III.
"Class P Certificate": Any one of the Class P Certificates
executed, authenticated and delivered by the Trustee, substantially
in the form
annexed hereto as Exhibit A-18 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-19 and evidencing the ownership of the
Class R-I
Interest, the Class R-II Interest and the Class R-III Interest.
"Class R-X Certificate": Any one of the Class R-X Certificates
executed, authenticated and delivered by the Trustee, substantially
in the form
annexed hereto as Exhibit A-20 and evidencing the ownership of the
Class R-IV
Interest, the Class R-V Interest, the Class R-VI Interest and the
Class R-VII
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-VII Interest": The uncertificated Residual Interest
in REMIC VII.
"Closing Date": [_______________].
"Code": The Internal Revenue Code of 1986, as amended.
"Collection Account": The account or accounts created and
maintained, or caused to be created and maintained, by the Servicer
pursuant to
Section 3.10(a), which shall be entitled "[_______________] as
sub-servicer for
[_______________], as Servicer for [_______________], as Trustee,
in trust for
the registered holders of New Century Mortgage Securities, Inc.,
New Century
Home Equity Loan Trust, Series 200_-__, Asset Backed Pass-Through
Certificates."
The Collection Account must be an Eligible Account.
"Commission": The Securities and Exchange Commission.
"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, Attn: [_______________] or at
such other
address as the Trustee may designate from time to time by notice to
the
Certificateholders, the Depositor and the Servicer.
"Corresponding Certificate": With respect to each REMIC II
Regular Interest set forth below, the Regular Certificate set forth
in the table
below:
REMIC II Regular Interest
Certificate
---------------------------------------------------
II-LTA1
Class A-1
II-LTA2a
Class A-2a
II-LTA2b
Class A-2b
II-LTA2c
Class A-2c
II-LTA2d
Class A-2d
II-LTM1
Class M-1
II-LTM2
Class M-2
II-LTM3
Class M-3
II-LTM4
Class M-4
II-LTM5
Class M-5
II-LTM6
Class M-6
II-LTM7
Class M-7
II-LTM8
Class M-8
II-LTM9
Class M-9
II-LTM10
Class M-10
II-LTP
Class P
"Credit Enhancement Percentage": For any Class of Offered
Certificates for any Distribution Date, the percentage equivalent
of a fraction,
the numerator of which is the aggregate Certificate Principal
Balance of the
Class or Classes subordinate thereto and the Overcollateralization
Amount
calculated after taking into account payments of principal on the
Mortgage Loans
and 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, and the denominator of
which is the
aggregate Stated Principal Balance of the Mortgage Loans.
"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 and the denominator
of which is
the aggregate Stated Principal Balance of the Mortgage Loans as of
the Cut-off
Date.
"Cut-off Date": With respect to each Original Mortgage Loan,
[_______________]. 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 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 Rate": With respect to any calendar month, the
percentage obtained by dividing (a) the sum of the aggregate Stated
Principal
Balance of (i) Mortgage Loans delinquent 60 days or more, (ii)
Mortgage Loans in
foreclosure, (iii) REO Properties and (iv) Mortgage Loans
discharged due to
bankruptcy by (b) the aggregate Stated Principal Balance of the
Mortgage Loans
as of the last day of such calendar month.
"Depositor": New
Century 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 (or,
in the case of a depository institution that is the principal
subsidiary of a
holding company, such holding company has unsecured commercial
paper or other
short-term unsecured debt obligations) that are rated at least P-1
by Moody's
and A-1+ by S&P.
"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 15th day of the calendar month in which such Distribution Date
occurs or, if
such 15th day is not a Business Day, the Business Day immediately
preceding such
15th 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
Servicer on behalf of the Trustee) shall not be considered to
Directly Operate
an REO Property solely because the Trustee (or the 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 as set forth in an
Opinion of
Counsel delivered to the Trustee and the Depositor to the effect
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 3.10(b), which
shall be
entitled "[_______________], as Trustee, in trust for the
registered holders of
New Century Home Equity Loan Trust, Series 200_-_, Asset Backed
Pass-Through
Certificates." 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 Business Day immediately
following such 25th
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
generally 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 (ii) a segregated,
non-interest
bearing 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.
"Estate in Real Property": A fee simple estate in a parcel of
land.
"Excess Overcollateralized Amount": With respect to any
Distribution Date, the excess, if any, of (i) the
Overcollateralized Amount for
such Distribution Date (calculated for this purpose only after
assuming that
[___]% of the Principal Remittance Amount on such Distribution Date
has been
distributed) over (ii) the Overcollateralization Target Amount for
such
Distribution Date.
"Expense Adjusted 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 for
such Mortgage Loan (or the Mortgage Rate in the case of any
Fixed-Rate Mortgage
Loan) as of the close of business on the first day of the calendar
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, if
applicable.
"Expense Adjusted 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 close
of business on the first day of the calendar 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, if applicable.
"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 or Section 10.01(c), any
amounts payable
from the Distribution Account in respect of taxes pursuant to
Section
10.01(g)(iii) and any costs incurred by the Trustee endorsing any
Mortgage Notes
delivered in blank under Section 2.01 or recording the Assignments
pursuant to
Section 2.01 (to the extent the Seller is unable to pay such
costs).
"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 Servicer pursuant to
or as
contemplated by Section 2.03, Section 3.16(c) or Section 9.01), a
determination
made by the Servicer that all Insurance Proceeds, Liquidation
Proceeds and other
payments or recoveries which the Servicer, in its reasonable good
faith
judgment, expects to be finally recoverable in respect thereof have
been so
recovered. The Servicer shall maintain records, prepared by a
Servicing Officer,
of each Final Recovery Determination made thereby.
"Fixed-Rate Mortgage Loan": Each of the Mortgage Loans
identified in the Mortgage Loan Schedule as having a Mortgage Rate
that is fixed
for the entire term of the Mortgage Loan.
"Fixed Swap Payment": With respect to any Distribution Date,
the amount calculated at a fixed rate as set forth in the Interest
Rate Swap
Agreement.
"Floating Swap Payment": With respect to any Distribution
Date, a floating amount equal to the product of (i) LIBOR (as
determined
pursuant to the Interest Rate Swap Agreement for such Distribution
Date), (ii)
the related Notional 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 Distribution Date to
but excluding
the current Distribution Date (or, for the first Distribution Date,
the actual
number of days elapsed from the Closing Date to but excluding the
first
Distribution Date), and the denominator of which is 360.
"Formula Rate": For any Distribution Date and the Offered
Certificates, the lesser of (i) One-Month LIBOR plus the
Certificate Margin and
(ii) the 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 used to determine the Mortgage Rate for such
Adjustable-Rate
Mortgage Loan.
"Group I Allocation Percentage": With respect to 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 attributable to interest received or advanced with respect to
the Group I
Mortgage Loans minus a PRO RATA portion (based on the Certificate
Principal
Balance of the Group I Certificates over the aggregate Certificate
Principal
Balance of the Class A Certificates) of the sum of any Net Swap
Payment owed to
the Swap Provider on that Distribution Date and any Swap
Termination Payment or
unpaid portion thereof owed to the Swap Provider on that
Distribution Date
(other than a Swap Termination Payment resulting from a Swap
Provider Trigger
Event).
"Group I Mortgage Loan": A Mortgage Loan assigned to Loan
Group I with a principal balance that conforms to Freddie Mac loan
limits.
"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,
whether or not
received on or prior to the related Determination 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(c) 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 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 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.
"Group I Principal Remittance Amount": With respect to any
Distribution Date, the sum of the amounts set forth in clauses (i)
through (iii)
of the definition of Group I Principal Distribution Amount.
"Group I Senior Principal Distribution Amount": The excess of
(x) the aggregate Certificate Principal Balance of the Group I
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
Group I 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 excess of
the aggregate Stated Principal Balance of the Group I 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) over $[__________].
"Group II Allocation Percentage": With respect to 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 Certificates, Class
A-2b Certificates, Class A-2c Certificates 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 attributable to interest received or advanced with respect to
the Group II
Mortgage Loans minus a PRO RATA portion (based on the aggregate
Certificate
Principal Balance of the Group II Certificates over the aggregate
Certificate
Principal Balance of the Class A Certificates) of the sum of any
Net Swap
Payment owed to the Swap Provider on that Distribution Date and any
Swap
Termination Payment or unpaid portion thereof owed to the Swap
Provider on that
Distribution Date (other than a Swap Termination Payment resulting
from a Swap
Provider Trigger Event).
"Group II Mortgage Loan": A Mortgage Loan assigned to Loan
Group II with a principal balance that may or may not conform to
Freddie Mac
loan limits.
"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,
whether or not
received on or prior to the related Determination 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(c) 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 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
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.
"Group II Principal Remittance Amount": With respect to any
Distribution Date, the sum of the amounts set forth in clauses (i)
through (iii)
of the definition of Group II Principal Distribution Amount.
"Group II Senior Principal Distribution Amount": The excess of
(x) the aggregate Certificate Principal Balance of the Group II
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
Group II 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 excess of
the aggregate Stated Principal Balance of the Group II 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) over $[___________].
"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: 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 and Class
M-10.
"Indenture": An indenture relating to the issuance of notes
backed by all or a portion of the Class CE-1 Certificates and/or
the Class P
Certificates.
"Independent": When used with respect to any specified Person,
any such Person who (a) is in fact independent of the Depositor,
the Servicer
and their respective Affiliates, (b) does not have any direct
financial interest
in or any material indirect financial interest in the Depositor,
the Servicer or
any Affiliate thereof, and (c) is not connected with the Depositor,
the 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
Servicer or any Affiliate thereof merely because such Person is the
beneficial
owner of [____]% or less of any class of securities issued by the
Depositor, the
Servicer or any Affiliate thereof, as the case may be.
"Independent Contractor": Either (i) any Person (other than
the Servicer) that would be an "independent contractor" with
respect to REMIC I
within the meaning of Section 856(d)(3) of the Code if REMIC I 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, [____]% or more of any Class of Certificates), so long
as REMIC I
does not receive or derive any income from such Person and provided
that the
relationship between such Person and REMIC I 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 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 will 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 with respect to each related Adjustment Date, the index 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
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 Offered Certificates, the period commencing on the
Distribution
Date of 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-1 Certificates
and the REMIC I
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 the Offered 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, (ii) the amount of
any
undistributed Interest Carry Forward Amounts for such Class of
Certificates
remaining from previous Distribution Dates and (iii) accrued
interest on the sum
of (i) and (ii) above calculated at the related Pass-Through Rate
for the most
recently ended Interest Accrual Period.
"Interest Determination Date": With respect to the Offered
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 Accrual Period therefor, the second London
Business Day
preceding the commencement of such Accrual Period.
"Interest Distribution Amount": With respect to any
Distribution Date and any Class A Certificates, any Mezzanine
Certificates and
any Class CE-1 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
Supplemental Interest Trust Trustee, and a confirmation of the same
date, which
supplements and forms part of the Master Agreement.
"Interest Remittance Amount": With respect to any Distribution
Date, that portion of the Available Distribution Amount for such
Distribution
Date allocable to interest on the Mortgage Loans.
"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 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.
"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(c) 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 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 3.16(c), Section
3.23 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
principal
balance of the related Mortgage Loan at such date and the
denominator of which
is the Value of the related Mortgaged Property.
"London Business Day": Any day on which banks in the City of
London and New York are open and conducting transactions in United
States
dollars.
"Marker Rate": With respect to the Class CE-1 Interest and any
Distribution Date, a per annum rate equal to two (2) times the
weighted average
of the REMIC II Remittance Rate for each of REMIC II Regular
Interests II-LTA1,
II-LTA2a, II-LTA2b, II-LTA2c, II-LTA2d, II-LTM1, II-LTM2, II-LTM3,
II-LTM4,
II-LTM5, II-LTM6, II-LTM7, II-LTM8, II-LTM9, II-LTM10 and II-LTZZ,
with the rate
on each such REMIC II Regular Interest (other than REMIC II Regular
Interest
II-LTZZ) subject to a cap equal to the lesser of (a) One-Month
LIBOR plus the
related margin and (b) the Net WAC Rate for the purpose of this
calculation 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 such REMIC II Regular Interests (other than REMIC II
Regular Interest
II-LTZZ) shall be multiplied by a fraction, the numerator of which
is 30 and the
denominator of which is the actual number of days elapsed in the
related Accrual
Period.
"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 Maximum
Mortgage Rates of
the Group I Mortgage Loans, weighted based on their outstanding
Principal
Balances as of the first day of the calendar month preceding the
month in which
the Distribution Date occurs 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
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
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 Maximum Mortgage Rates of
the Group II
Mortgage Loans, weighted based on their outstanding Principal
Balances as of the
first day of the calendar month preceding the month in which the
Distribution
Date occurs 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
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 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 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
Maximum Cap Rate
for the Group I Certificates and the Maximum Cap 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.
"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) 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 (a) One-Month LIBOR plus the related
Certificate Margin
and (b) the Net WAC Rate; provided, however, each cap shall be
multiplied by a
fraction, the numerator of which is the actual number of days
elapsed in the
related 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 Class M-1 Certificate, Class M-2
Certificate, Class M-3 Certificate, Class M-4 Certificate, Class
M-5
Certificate, Class M-6 Certificate, Class M-7 Certificate, Class
M-8
Certificate, Class M-9 Certificate or Class M-10 Certificate.
"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 Servicer pursuant to Section 3.07 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 on, or first priority security interest in, 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 and delivered to the Trustee pursuant to Section
2.01 or Section
2.03(b) of this Agreement, as held from time to time as a part of
the Trust
Fund, 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 sale of the Mortgage Loans
by the Seller
to 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, attached hereto as Schedule
1. The
Mortgage Loan Schedule shall set forth the following information
with respect to
each Mortgage Loan:
(i) the
Mortgage Loan identifying number;
(ii)
[reserved];
(iii) the state and
zip code of the Mortgaged Property;
(iv) a code
indicating whether the Mortgaged Property is
owner-occupied;
(v) the
type of Residential Dwelling constituting the
Mortgaged Property;
(vi) the
original months to maturity;
(vii) the stated
remaining months to maturity from the
Cut-off Date based on the original amortization
schedule;
(viii) the Loan-to-Value Ratio at origination;
(ix)
the Mortgage
Rate in effect immediately following the
Cut-off Date;
(x) (A)
the date on which the first Monthly Payment was due
on the Mortgage Loan and (B) if such date is not
consistent with the Due Date currently in effect, such
Due Date;
(xi) the stated
maturity date;
(xii) the amount of
the Monthly Payment at origination;
(xiii) the amount of the Monthly Payment due on the first Due
Date after the Cut-off Date;
(xiv) the last Due
Date on which a Monthly Payment was
actually applied to the unpaid Stated Principal
Balance;
(xv) the
original principal amount of the Mortgage Loan;
(xvi) the Stated
Principal Balance of the Mortgage Loan
as of the close of business on the Cut-off Date;
(xvii) a code indicating the purpose of the Mortgage Loan
(i.e., purchase financing, Rate/Term Refinancing,
Cash-Out Refinancing);
(xviii)the Mortgage Rate;
(xix) a code
indicating the documentation program (i.e.,
Full Documentation, Limited Documentation, Stated
Income Documentation);
(xx) the risk
grade;
(xxi) the Value of the
Mortgaged Property;
(xxii) the sale price of the Mortgaged Property, if
applicable;
(xxiii)the actual unpaid principal balance of the Mortgage
Loan as of the Cut-off Date;
(xxiv) the type and term of the related Prepayment Charge;
(xxv) with respect to
each Adjustable Rate Mortgage Loan, the
Minimum Mortgage Rate, the Maximum Mortgage Rate, the
Gross Margin, the next Adjustment Date and the Periodic
Rate Cap;
(xxvi) the program
code; and
(xxvii) the total amount of points and fees charged such
Mortgage Loan.
The Mortgage Loan Schedule shall set forth the following
information with respect to the Mortgage Loans in the aggregate and
for each
Loan Group as of the Cut-off Date: (1) the number of Mortgage Loans
(separately
identifying the number of Fixed-Rate Mortgage Loans and the number
of
Adjustable-Rate 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 and existing from time to time thereafter, 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 the Fixed-Rate Mortgage Loans 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 the
Adjustable-Rate Mortgage
Loans, (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 or
next highest [____]% 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 securing a
Mortgage Loan, including any REO Property, consisting of an Estate
in Real
Property improved by a Residential Dwelling.
"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
Distribution
Amount for such Distribution Date over (y) the sum for such
Distribution Date of
(A) the Senior Interest Distribution Amount payable to the Holders
of the Class
A Certificates, (B) the Interest Distribution Amount payable to the
Holders of
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 Prepayment Interest Shortfall": With respect to any
Distribution Date, the excess, if any, of any Prepayment Interest
Shortfalls for
such Distribution Date over the Compensating Interest paid by the
Servicer.
"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 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 Mortgage Rates of
the Group I
Mortgage Loans, weighted based on their outstanding Principal
Balances as of the
first day of the calendar month preceding the month in which the
Distribution
Date occurs (after giving effect to Principal Prepayments received
in the
related Prepayment Period ending during such previous calendar
month) 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 Accrual Period minus
the product of
(a) (i) an amount, expressed as a percentage, equal to the Net Swap
Payment, if
any, paid by the Trust for such Distribution Date divided by the
aggregate
Stated Principal Balance of the Mortgage Loans and (ii) an amount,
expressed as
a percentage, equal to the Swap Termination Payment, if any, due
from the Trust
(other than any Swap Termination Payment resulting from a Swap
Provider Trigger
Event) for such Distribution Date, divided by the aggregate Stated
Principal
Balance of the Mortgage Loans and (b) 12. With respect to any
Distribution Date
and the REMIC III Regular Interests the ownership of which is
represented by the
Group I Certificates, the weighted average (adjusted for the actual
number of
days elapsed in the related Accrual Period) of the REMIC II
Remittance Rate on
REMIC II Regular Interest II-LT1GRP, weighted on the basis of the
Uncertificated
Principal Balance of such REMIC II Regular Interest immediately
prior to such
Distribution Date.
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 Mortgage Rates of the Group II Mortgage
Loans, weighted
based on their outstanding Stated Principal Balances as of the
first day of the
calendar month preceding the month in which the Distribution Date
occurs (after
giving effect to Principal Prepayments received in the related
Prepayment Period
ending during such previous calendar month) 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 Accrual Period minus the product of (a) (i) an amount,
expressed as
a percentage, equal to the Net Swap Payment, if any, paid by the
Trust for such
Distribution Date divided by the aggregate Stated Principal Balance
of the
Mortgage Loans and (ii) an amount, expressed as a percentage, equal
to the Swap
Termination Payment, if any, due from the Trust (other than any
Swap Termination
Payment resulting from a Swap Provider Trigger Event) for such
Distribution
Date, divided by the aggregate Stated Principal Balance of the
Mortgage Loans
and (b) 12. With respect to any Distribution Date and the REMIC III
Regular
Interests the ownership of which is represented by the Group II
Certificates,
the weighted average (adjusted for the actual number of days
elapsed in the
related Accrual Period) of the REMIC II Remittance Rate on REMIC II
Regular
Interest II-LT2GRP, weighted on the basis of the Uncertificated
Principal
Balance of such REMIC II Regular Interest immediately prior to such
Distribution
Date.
For any Distribution Date with respect to the Mezzanine
Certificates, a per annum rate (subject to adjustment based on the
actual number
of days elapsed in the related Interest Accrual Period) equal to
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. With respect to any Distribution
Date and the
REMIC II Regular Interests the ownership of which is represented by
the
Mezzanine Certificates, a per annum rate equal to the weighted
average (adjusted
for the actual number of days elapsed in the related 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 REMIC II Remittance Rate on REMIC II
Regular
Interest II-LT1GRP and (b) REMIC II Regular Interest II-LT2SUB,
subject to a cap
and a floor equal to the REMIC II Remittance Rate on REMIC II
Regular Interest
II-LT2GRP, in each case as determined for such Distribution Date,
weighted on
the basis of the Uncertificated Principal Balance of each such
REMIC II Regular
Interest immediately prior to such Distribution Date.
"Net WAC Rate Carryover Reserve Account": The account
established and maintained pursuant to Section 3.28.
"Net WAC Rate Carryover Amount": With respect to any Class of
Offered Certificates and any Distribution Date, the sum of (A) the
positive
excess of (i) the amount of interest accrued on such Class of
Certificates for
such Distribution Date at the related Formula Rate for such
Distribution Date
over (ii) the amount of interest accrued on such Class of
Certificates at the
related Net WAC Pass-Through Rate for such Distribution Date and
(B) the
undistributed portion of any related Net WAC Rate Carryover Amount
for previous
Distribution Dates together with interest thereon at a rate equal
to the related
Formula Rate for such Class of Certificates for such Distribution
Date.
"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.
"Nonrecoverable P&I Advance": Any P&I Advance previously
made
or proposed to be made in respect of a Mortgage Loan or REO
Property that, in
the good faith business judgment in accordance with the Servicing
Standard of
the Servicer, will not or, in the case of a proposed P&I
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 in accordance
with the
Servicing Standard of the Servicer, will 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-1 Interest and
any Distribution Date, the Uncertificated Balance of the REMIC II
Regular
Interests (other than REMIC II Regular Interest II-LTP) for such
Distribution
Date.
"Offered
Certificates": The
Class A Certificates and the
Mezzanine Certificates.
"Officers' Certificate": 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 of the Servicer, the
Originators,
the Seller or the Depositor, as applicable.
"One-Month LIBOR": With respect to the Offered Certificates
and for purposes of the Formula 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, 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 will 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 will
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, after consultation with the Depositor, shall select an
alternative
comparable index (over which the Trustee has no control), used for
determining
one-month Eurodollar lending rates that is calculated and published
(or
otherwise made available) by an independent party.
"Opinion of Counsel": A written opinion of counsel, who may,
without limitation, be salaried counsel for the Depositor or the
Servicer,
acceptable to the Trustee, 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.
"Original Mortgage Loan": Any of the Mortgage Loans included
in REMIC I as of the Closing Date.
"Originators": [____________]or [____________], or their
successors in interest.
"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 [___]% of the Principal Remittance Amount on
such
distribution date has been distributed).
"Overcollateralization Increase Amount": With respect to any
Distribution Date, the lesser of the (x) the Overcollateralization
Deficiency
Amount as of such Distribution Date (calculated for this purpose
only after
assuming that [___]% of the Principal Remittance Amount on such
distribution
date has been distributed) and (y) the amount of Accrued
Certificate Interest
distributable on the Class CE-1 Certificates on such Distribution
Date as
reduced by Realized Losses allocated thereto with respect to such
Distribution
Date pursuant to Section 4.04.
"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 (a) prior to the Stepdown Date, an amount equal
to [___]% of
the aggregate Stated Principal Balance of the Mortgage Loans as of
the Cut-off
Date; (b) on or after the Stepdown Date provided a Trigger Event is
not in
effect, the greater of (i) [___]% of the aggregate outstanding
Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due
Period
(after giving effect to Principal Prepayments received in the
related Prepayment
Period) and (ii) $[_________]; and (c) 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 Offered 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
Balance of the
Mortgage Loans and REO Properties as of the last day of the related
Due Period
over (b) the aggregate Certificate Principal Balance of the Class
A
Certificates, the Mezzanine Certificates and the Class P
Certificates 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 each Class of Offered
Certificates and any Distribution Date, a rate per annum equal to
the lesser of
(i) the related Formula Rate for such Distribution Date and (ii)
the related Net
WAC Pass-Through Rate for such Distribution Date.
With respect to the Class CE-1 Interest and any Distribution
Date, a per annum rate equal to the percentage equivalent of a
fraction, the
numerator of which is (x) the sum of (i) [___]% of the interest on
REMIC I
Regular Interest II-LTP and (ii) interest on the Uncertificated
Balance of each
REMIC I Regular Interest listed in clause (y) at a rate equal to
the related
REMIC 1 Remittance Rate minus the Marker Rate and the denominator
of which is
(y) the aggregate Uncertificated Balance of REMIC I Regular
Interests II-LTAA,
II-LTA1, II-TLA2a, II-LTA2b, II-LTA2c, II-LT2d, II-LTM1, II-LTM2,
II-LTM3,
II-LTM4, II-LTM5, II-LTM6, II-LTM7, II-LTM8, II-LTM9, II-LTM10 and
II-LTZZ.
With respect to the Class CE-1 Certificates, [___]% of the
interest distributable to the Class CE-1 Interest, expressed as a
per annum
rate. The Class CE-2 Interest and the Class CE-2 Certificates will
not be
entitled to distributions of interest and will not have a
Pass-Through Rate.
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
[___]% of the
amounts distributable to REMIC II Regular Interest II-LTIO for such
Distribution
Date.
"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 Offered Certificates are
issuable only in
minimum Percentage Interests corresponding to minimum initial
Certificate
Principal Balances of $100,000 and integral multiples of $1.00 in
excess
thereof. The Class P Certificates are issuable only in Percentage
Interests
corresponding to initial Certificate Principal Balances of $20 and
integral
multiples thereof. The Class CE-1 and Class CE-2 Certificates are
issuable only
in minimum Percentage Interests of [___]% for the Class CE-1
Certificates and
for the Class CE-2 Certificates corresponding to minimum initial
Certificate
Principal Balances of $25,000 and integral multiples of $1.00 in
excess thereof;
provided, however, that a single Certificate of each 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
(other than the first 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 Servicer, 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 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 [__] 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 that have been rated "AAAm"
or "AAAm-G" by S&P; and
(vii) if previously confirmed in writing to the Trustee, 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.
"P&I Advance": As to any Mortgage Loan or REO Property, any
advance made by the Servicer in respect of any Distribution Date
pursuant to
Section 4.03.
"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 set forth in the Prospectus
Supplement.
"Prepayment Charge": With respect to any Prepayment Period,
any prepayment premium, penalty or charge payable by a Mortgagor in
connection
with any Principal Prepayment on a Mortgage Loan pursuant to the
terms of the
related Mortgage Note (other than any Servicer Prepayment Charge
Payment
Amount).
"Prepayment Charge Schedule": As of any date, the list of
Prepayment Charges on the Mortgage Loans included in REMIC I 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 related Mortgage Loan:
(i) the
Mortgage Loan identifying number;
(ii) a code
indicating the type of Prepayment Charge;
(iii) the state of
origination of the related Mortgage Loan;
(iv) the date on
which the first monthly payment was due on
the related Mortgage Loan;
(v) the
term 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 Depositor in accordance with the provisions of this
Agreement.
"Prepayment Interest Excess": With respect to any Distribution
Date, for each Mortgage Loan that was during the related Prepayment
Period the
subject of a Principal Prepayment in full during the portion of the
related
Prepayment Period occurring between the first day and the 15th day
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 date on which such Principal Prepayment is
received.
"Prepayment Interest Shortfall": With respect to any
Distribution Date, for each Mortgage Loan that was during the
related Prepayment
Period the subject of (x) 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 or (y) a Principal Prepayment
in part, that
was applied by the Servicer to reduce the outstanding principal
balance of such
loan on a date preceding the Due Date in the succeeding Prepayment
Period, an
amount equal to one month's interest at the applicable Net Mortgage
Rate less
any payments made by the Mortgagor on the amount of such Principal
Prepayment
for the number of days commencing on the date on which the
Principal Prepayment
is received and ending on the last day of the calendar month
preceding such
Distribution Date. The obligations of the Servicer in respect of
any Prepayment
Interest Shortfall are set forth in Section 3.24.
"Prepayment Period": With respect to any Distribution Date and
(i) any Principal Prepayment in full, the period commencing on the
16th day of
the calendar month preceding the month in which the related
Distribution Date
occurs (or, in the case of the first Distribution Date, commencing
on the
Cut-off Date) and ending on the 15th day of the calendar month in
which such
Distribution Date occurs and (ii) any partial Principal Prepayment,
the calendar
month preceding the month in which the Distribution Date
occurs.
"Principal Prepayment": Any payment of principal made by the
Mortgagor on a Mortgage Loan that is received in advance of its
scheduled Due
Date and that 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 (i) the Group I Principal Remittance
Amount and
(ii) the Group II Principal Remittance Amount.
"Prospectus Supplement": That certain Prospectus
Supplement
dated
[_________________]
relating to the public offering of the Offered
Certificates.
"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(c), Section 3.16(e) or Section 9.01, and as confirmed by an
Officers'
Certificate from the Servicer to the Trustee, an amount equal to
the sum of (i)
[___]% 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 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 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
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 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 P&I 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 P&I
Advances (including
Nonrecoverable P&I Advances and Nonrecoverable Servicing
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 Section 3.11(a)(ix) and
Section
3.16(b), 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
Servicer or the Trustee in respect of the breach or defect giving
rise to the
purchase obligation including any costs and damages incurred by the
Trust 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 (or in the case of a substitution of more than
one mortgage
loan for a Deleted Mortgage Loan, an aggregate 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, and not more
than [___]%
less than, the outstanding Stated 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)
if the
Qualified Substitute Mortgage Loan is an Adjustable-Rate Mortgage
Loan, have a
Maximum Mortgage Rate not less than the Maximum Mortgage Rate on
the Deleted
Mortgage Loan, (iv) if the Qualified Substitute Mortgage Loan is
an
Adjustable-Rate Mortgage Loan, have a Minimum Mortgage Rate not
less than the
Minimum Mortgage Rate of the Deleted Mortgage Loan, (v) if the
Qualified
Substitute Mortgage Loan is an Adjustable-Rate Mortgage Loan, have
a Gross
Margin equal to or greater than the Gross Margin of the Deleted
Mortgage Loan,
(vi) if the Qualified Substitute Mortgage Loan is an
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) reserved,
(viii) have a
remaining term to maturity not greater than (and not more than one
year less
than) that of the Deleted Mortgage Loan, (ix) be current as of the
date of
substitution, (x) have a Loan-to-Value Ratio as of the date of
substitution
equal to or lower than the Loan-to-Value Ratio of the Deleted
Mortgage Loan as
of such date, (xi) have a risk grading determined by the related
Originator at
least equal to the risk grading assigned on the Deleted Mortgage
Loan, (xii)
have been underwritten or reunderwritten by the related Originator
in accordance
with the same underwriting criteria and guidelines as the Deleted
Mortgage Loan
and (xiii) 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 Balance, the
Mortgage
Rates described in clauses (ii) through (vi) hereof shall be
satisfied for each
such Mortgage Loan, the risk gradings described in clause (xi)
hereof shall be
satisfied as to each such Mortgage Loan, the terms described in
clause (viii)
hereof shall be determined on the basis of weighted average
remaining term to
maturity (provided that no such Mortgage Loan may have a remaining
term to
maturity longer than the Deleted Mortgage Loan), the Loan-to-Value
Ratios
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 (xiii) hereof
must be
satisfied as to each Qualified Substitute Mortgage Loan or in the
aggregate, as
the case may be.
"Rate/Term
Refinancing": A Refinanced Mortgage Loan, the
proceeds of which are not more than a nominal amount in excess of
the existing
first mortgage loan and any subordinate mortgage loan on the
related Mortgaged
Property and related closing costs, and were used exclusively
(except for such
nominal amount) to satisfy the then existing first mortgage loan
and any
subordinate mortgage loan of the Mortgagor on the related Mortgaged
Property and
to pay related closing costs.
"Rating Agency or Rating Agencies": S&P and Moody's 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
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 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 3.11(a)(ix) and Section 3.16(b),
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 Servicer with respect to
such Mortgage
Loan pursuant to Section 3.11(a)(iii).
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 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 3.11(a)(ix) and Section
3.16(b), minus
(v) the aggregate of all P&I Advances and Servicing Advances
(in the case of
Servicing Advances, without duplication of amounts netted out of
the rental
income, Insurance Proceeds and Liquidation Proceeds described in
clause (vi)
below) made by the Servicer in respect of such REO Property or the
related
Mortgage Loan for which the Servicer has been or, in connection
with such Final
Recovery Determination, will be reimbursed pursuant to Section 3.23
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,
will be
transferred to the Distribution Account pursuant to Section
3.23.
With respect to each Mortgage Loan which has become the
subject of a Deficient Valuation, the difference between the
principal balance
of the Mortgage Loan outstanding immediately prior to such
Deficient Valuation
and the principal balance of the Mortgage Loan as reduced by the
Deficient
Valuation.
With respect to each Mortgage Loan which has become the
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 Servicer receives Subsequent Recoveries with respect to
any Mortgage Loan, the amount of the Realized Loss with respect to
that Mortgage
Loan will be reduced to the extent such recoveries are applied to
principal
distributions on any Distribution Date.
"Record Date": With respect to each Distribution Date and any
Offered Certificate, the Business Day immediately preceding such
Distribution
Date. With respect to each Distribution Date and any other
Certificates,
including any Definitive Certificates, the last Business Day of the
month
immediately preceding the month in which such Distribution Date
occurs.
"Reference Banks": [_________________, _______________ and
_______________] 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, which are engaged in transactions in Eurodollar deposits
in the
international Eurocurrency market (i) with an established place of
business in
London and (ii) not controlling, under the control of or under
common control
with the Depositor or any Affiliate thereof.
"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 CE Certificate or Class P 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.
"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 or similar state
laws.
"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); and (v) the Collection Account
(other than
any amounts representing any Servicer Prepayment Charge Payment
Amount), the
Distribution Account (other than any amounts representing any
Servicer
Prepayment Charge Payment Amount) 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 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-48-B as
designated in the Preliminary Statement hereto.
"REMIC I Group II Regular Interests": REMIC I Regular Interest
II-1-A through REMIC I Regular Interest II-48-B as designated in
the Preliminary
Statement hereto.
"REMIC I Regular Interest": Any of the 195 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.
"REMIC I Remittance Rate": With respect to REMIC I Regular
Interest I and REMIC I Regular Interest P, 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 consisting of all
of the REMIC I Regular Interests conveyed in trust to the Trustee
for the
benefit of the Class R-II Interest pursuant to Section 2.08, and
all amounts
deposited therein, with respect to which a separate REMIC election
is to be
made.
"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 Period
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 Overcollateralization 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-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 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) 1 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, 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,
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
REMIC II Regular Interests are as follows: 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
Remittance Rate": 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 and 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-LTP, 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: (w)
with respect to REMIC I Regular Interest I, REMIC I Regular
Interest II and
REMIC I Regular Interest P, the REMIC I Remittance Rate for each
such REMIC 1
Regular Interest for each such Distribution Date, (x) with respect
to 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-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
2
I-2-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-2-A through II-48-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-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-3-A through II-48-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-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-4-A through II-48-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-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-5-A through II-48-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-48-A
2
multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-6-A through II-48-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-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-7-A through II-48-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-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-8-A through II-48-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-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-9-A
through II-48-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-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-10-A through II-48-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-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-11-A through II-48-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-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-12-A through II-48-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-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-13-A through II-48-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-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-14-A through II-48-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-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-15-A through II-48-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-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-16-A through II-48-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-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-17-A through II-48-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-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-18-A through II-48-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-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-19-A through II-48-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-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-20-A through II-48-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-48-A
2 multiplied by Swap
LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-21-A through II-48-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-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-22-A through II-48-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-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-23-A through II-48-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-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-24-A through
II-48-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-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-25-A through II-48-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-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-26-A through II-48-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-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-27-A through II-48-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-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-28-A through II-48-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-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-29-A through II-48-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-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-30-A through II-48-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 and 32
I-31-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-31-A through II-48-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
33
I-32-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-32-A through II-48-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
34
I-33-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-33-A through II-48-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
35
I-34-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-34-A through II-48-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
36
I-35-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-35-A through II-48-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
37
I-36-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-36-A through II-48-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
38
I-37-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-37-A through II-48-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
39
I-38-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-38-A through II-48-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
40
I-39-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-39-A through II-48-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
41
I-40-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-40-A through II-48-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
42
I-41-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-41-A through II-48-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
43
I-42-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-42-A through II-48-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
44
I-43-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-43-A through II-48-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
45
I-44-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-44-A through II-48-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
46
I-45-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-45-A through II-48-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-44-A
REMIC I
Remittance Rate
47
I-46-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-46-A through II-48-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
48
I-47-A and I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-47-A and II-48-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
49
I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-48-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
thereafter
I-1-A through I-48-A
REMIC I Remittance Rate
II-1-A through II-48-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: (w) with
respect to REMIC I Regular Interest I and REMIC I Regular Interest
P, the REMIC
I Remittance Rate for each such REMIC 1 Regular Interest for each
such
Distribution Date, (x) with respect to 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 be
