EXHIBIT 4.1
IMPAC SECURED ASSETS CORP.,
Depositor,
IMPAC FUNDING CORPORATION
Master Servicer,
and
[NAME OF TRUSTEE]
Trustee
POOLING AND SERVICING AGREEMENT
DATED AS
OF __________ 1, 200_
------------------------
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 200_-_
<PAGE>
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01. Defined
Terms
Section 1.02.
Determination of LIBOR
Section 1.03.
Allocation of Certain Interest Shortfalls
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
Section 2.01.
Conveyance of Mortgage Loans
Section 2.02.
Acceptance of the Trust Fund by the Trustee
Section 2.03.
Representations, Warranties and Covenants of the Master
Servicer
and the Depositor
Section 2.04.
Representations and Warranties of the Sponsor
Section 2.05. Issuance
of Certificates; Conveyance of REMIC 1 Regular Interests
and REMIC 2 Regular Interests and Acceptance of REMIC 2 REMIC 3
by the Trustee
Section 2.06.
[reserved]
Section 2.07. Purposes
and Powers of the Trust
ARTICLE III
ADMINISTRATION AND SERVICING OF THE TRUST FUND
Section 3.01. Master
Servicer to Act as Master Servicer
Section 3.02.
Sub-Servicing Agreements Between Master Servicer and
Sub-Servicers
Section 3.03.
Successor Sub-Servicers
Section 3.04.
Liability of the Master Servicer
Section 3.05. No
Contractual Relationship Between Sub-Servicers and Trustee or
Certificateholders
Section 3.06.
Assumption or Termination of Sub-Servicing Agreements by
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.
Custodial Account
Section 3.11.
Permitted Withdrawals From the Custodial Account
Section 3.12.
Permitted Investments
Section 3.13.
Maintenance of Primary Hazard Insurance
Section 3.14.
Enforcement of Due-on-Sale Clauses; Assumption Agreements
Section 3.15.
Realization Upon Defaulted Mortgage Loans
Section 3.16. Trustee
to Cooperate; Release of Mortgage Files
Section 3.17.
Servicing Compensation
Section 3.18.
Maintenance of Certain Servicing Policies
Section 3.19. Annual
Statement as to Compliance
Section 3.20.
Assessments of Compliance and Attestation Reports
Section 3.21. Access
to Certain Documentation
Section 3.22. Title,
Conservation and Disposition of REO Property
Section 3.23.
Additional Obligations of the Master Servicer
Section 3.24.
Additional Obligations of the Depositor
Section 3.25. Exchange
Act Reporting
Section 3.26.
Intention of the Parties and Interpretation
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01.
Distributions
Section 4.02.
Statements to Certificateholders
Section 4.03.
Remittance Reports; Advances by the Master Servicer
Section 4.04.
Distributions on the REMIC Regular Interests
Section 4.05.
Allocation of Realized Losses
Section 4.06.
Information Reports to Be Filed by the Master Servicer
Section 4.07.
Compliance with Withholding Requirements
Section 4.08. Net WAC
Shortfall Reserve Fund
Section 4.09.
Supplemental Interest Trust
Section 4.10. The
Certificate Guaranty Insurance Policy
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. Rule
144A Information
ARTICLE VI
THE Depositor AND THE MASTER SERVICER
Section 6.01.
Liability of the Depositor and the Master Servicer
Section 6.02. Merger,
Consolidation or Conversion of the Depositor or the
Master Servicer
Section 6.03.
Limitation on Liability of the Depositor, the Master Servicer
and
Others
Section 6.04.
Limitation on Resignation of the Master Servicer
Section 6.05. Sale and
Assignment of Master Servicing
ARTICLE VII
DEFAULT
Section 7.01. Events
of Default
Section 7.02. Trustee
to Act; Appointment of Successor
Section 7.03.
Notification to Certificateholders
Section 7.04. Waiver
of Events of Default
Section 7.05. List of
Certificateholders
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
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
ARTICLE IX
TERMINATION
Section 9.01.
Termination Upon Repurchase or Liquidation of All Mortgage
Loans
or upon Purchase of Certificates
Section 9.02.
Termination of REMIC 2
Section 9.03.
Additional Termination Requirements
ARTICLE X
REMIC PROVISIONS
Section 10.01. REMIC Administration
Section 10.02. Prohibited Transactions and Activities
Section 10.03. Master Servicer and Trustee Indemnification
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Amendment
Section 11.02. Recordation of Agreement; Counterparts
Section 11.03. Limitation on Rights of Certificateholders
Section 11.04. Governing Law
Section 11.05. Notices
Section 11.06. Severability of Provisions
Section 11.07. Successors and Assigns
Section 11.08. Article and Section Headings
Section 11.09. Notice to Rating Agencies
Section 11.10. Rights of the Certificate Insurer
Section 11.11. Third Party Rights
Signatures
Acknowledgments
Exhibit A Form of
Class A Certificate
Exhibit B-1 Form of Class M
Certificate
Exhibit B-2 Form of Class C
Certificate
Exhibit B-3 Form of Class P
Certificate
Exhibit B-4 Form of Class R
Certificate
Exhibit C Form of
Custodian Initial Certification
Exhibit D Form of
Custodian Final Certification
Exhibit E Form of
Remittance Report
Exhibit F-1 Request for
Release
Exhibit F-2 Request for Release
for Mortgage Loans Paid in Full
Exhibit G-1 Form of Investor
Representation Letter
Exhibit G-2 Form of Transferor
Representation Letter
Exhibit G-3 Form of Rule 144A
Investment Representation
Exhibit G-4 Transferor Certificate
for Transfers of Residual Certificates
Exhibit G-5 Transfer Affidavit and
Agreement for Transfers of Residual
Certificates
Exhibit H Mortgage
Loan Schedule
Exhibit I Sponsor
Representations and Warranties
Exhibit J Form of
Notice Under Section 3.24
Exhibit K Impac
Funding Corporation Servicing Guide
Exhibit L-1 Form 10-K
Certification
Exhibit L-2 Form 10-K Back-up
Certification (Master Servicer)
Exhibit L-3 Form 10-K Back-up
Certification (Trustee)
Exhibit L-4 Form of Back-up
Certification to Form 10-K Certificate
Exhibit M Form of
Swap Agreement
Exhibit N Servicing
Criteria to Be Addressed in Assessment of Compliance
Exhibit O Form 10-D,
Form 8-K And Form 10-K Reporting Responsibility
<PAGE>
This Pooling and Servicing Agreement (this "Agreement"), dated
and
effective as of __________ 1, 200_, is entered into among Impac
Secured Assets
Corp., as depositor (the "Depositor"), [NAME OF MASTER SERVICER]
[IMPAC FUNDING
CORPORATION], as master servicer (the "Master Servicer"), and [NAME
OF TRUSTEE],
as trustee (the "Trustee").
PRELIMINARY STATEMENT
The Depositor intends to sell pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in
multiple classes,
which in the aggregate will evidence the entire beneficial
ownership interest in
the Trust Fund created hereunder. The Certificates will consist of
nineteen
Classes of certificates, designated as (i) the Class A
Certificates, (ii) the
Class M Certificates, (iii) the Class B Certificates, (iv) the
Class P
Certificates, (v) the Class C Certificates and (vi) the Class R
Certificates.
REMIC 1
As provided in this Agreement, the Trustee will make an election
to
treat the segregated pool of assets consisting of the Mortgage
Loans and certain
other related assets subject to this Agreement as a real estate
mortgage
investment conduit (a "REMIC") for federal income tax purposes, and
such
segregated pool of assets will be designated as "REMIC 1." The
Class R-1
Interest will represent the sole Class of "residual interests" in
REMIC 1 for
purposes of the REMIC Provisions (as defined in this Agreement)
under federal
income tax law. The following table irrevocably sets forth the
designation, the
Uncertificated REMIC 1 Pass-Through Rate, the initial
Uncertificated Principal
Balance, and solely for purposes of satisfying Treasury regulation
Section
1.860G-1(a)(4)(iii), the "latest possible maturity date" for each
of the REMIC 1
Regular Interests. None of the REMIC 1 Regular Interests will be
certificated.
<PAGE>
<TABLE>
<CAPTION>
UNCERTIFICATED REMIC 1
INITIAL
LATEST POSSIBLE
DESIGNATION
PASS-THROUGH RATE
UNCERTIFICATED BALANCE
MATURITY DATE(1)
--------------------------- ----------------------------------
------------------------------------ -----------------------------
<S>
<C>
<C>
<C>
A-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)
$
I-49-A
Variable(2)
$
I-49-B
Variable(2)
$
I-50-A
Variable(2)
$
I-50-B
Variable(2)
$
I-51-A
Variable(2)
$
I-51-B
Variable(2)
$
I-52-A
Variable(2)
$
I-52-B
Variable(2)
$
I-53-A
Variable(2)
$
I-53-B
Variable(2)
$
I-54-A
Variable(2)
$
I-54-B
Variable(2)
$
I-55-A
Variable(2)
$
I-55-B
Variable(2)
$
I-56-A
Variable(2)
$
I-56-B
Variable(2)
$
I-57-A
Variable(2)
$
I-57-B
Variable(2)
$
I-58-A
Variable(2)
$
I-58-B
Variable(2)
$
I-59-A
Variable(2)
$
I-59-B
Variable(2)
$
P
Variable(2)
$
</TABLE>
----------
(1) For purposes of
Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
first 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 1 Regular
Interest.
(2) Calculated in
accordance with the definition of "Uncertifcated REMIC 1
Pass-Through Rate" herein.
<PAGE>
REMIC 2
As provided in this Agreement, the Trustee will make an election
to
treat the segregated pool of assets consisting of the REMIC 1
Regular Interests
as a REMIC for federal income tax purposes, and such segregated
pool of assets
will be designated as "REMIC 2". The Class R-2 Interest will
represent the sole
Class of "residual interests" in REMIC 2 for purposes of the REMIC
Provisions.
The following table irrevocably sets forth the designation, the
Uncertificated
REMIC 2 Pass-Through Rate, the initial Uncertificated Principal
Balance, and
solely for purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii), the "latest possible maturity date" for each
of the REMIC 2
Regular Interests. None of the REMIC 2 Regular Interests will be
certificated.
<TABLE>
<CAPTION>
UNCERTIFICATED REMIC 2 INITIAL
UNCERTIFICATED LATEST
POSSIBLE
DESIGNATION
PASS-THROUGH RATE
PRINCIPAL BALANCE
MATURITY DATE(1)
-----------
-----------------
----------------------
-----------------
<S>
<C>
<C>
<C>
AA
Variable(2)
$
A-1
Variable(2)
$
A-1M
Variable(2)
$
A-1W
Variable(2)
$
A-2A
Variable(2)
$
A-2B
Variable(2)
$
A-2C
Variable(2)
$
A-2D
Variable(2)
$
M-1
Variable(2)
$
M-2
Variable(2)
$
M-3
Variable(2)
$
M-4
Variable(2)
$
M-5
Variable(2)
$
M-6
Variable(2)
$
M-7
Variable(2)
$
M-8
Variable(2)
$
B
Variable(2)
$
ZZ
Variable(2)
$
P
Variable(2)
$
IO
Variable(2)
</TABLE>
----------
(1) For purposes of
Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for
the
Mortgage Loan with the latest possible maturity date has been
designated as
the
"latest possible maturity date" for each REMIC 2 Regular
Interest.
(2) Calculated in
accordance with the definition of "Uncertificated REMIC 2
Pass-Through Rate" in this Agreement.
(3) REMIC 2 Regular
Interest IO will not have an Uncertificated Principal
Balance, but will accrue interest on its Uncertificated Notional
Amount.
<PAGE>
REMIC 3
As provided in this Agreement, the Trustee will make an election
to
treat the segregated pool of assets consisting of the REMIC 2
Regular Interests
as a REMIC for federal income tax purposes, and such segregated
pool of assets
will be designated as "REMIC 3". The Class R-3 Interest will
represent the sole
Class of "residual interests" in REMIC 3 for purposes of the REMIC
Provisions.
The following table irrevocably sets forth the Class designation,
Pass-Through
Rate and Initial Certificate Principal Balance for each Class of
Certificates
that represents one or more of the "regular interests" in REMIC 3
created
hereunder:
<TABLE>
<CAPTION>
Class Designation Initial
Certificate Principal Balance Pass-Through
Rate
Assumed Final Maturity Date(1)
-----------------
-------------------------------------
-----------------
------------------------------
<S>
<C>
<C>
<C>
A-1
Variable(2)
A-1M
Variable(2)
A-1W
Variable(2)
A-2A
Variable(2)
A-2B
Variable(2)
A-2C
Variable(2)
A-2D
Variable(2)
M-1
Variable(2)
M-2
Variable(2)
M-3
Variable(2)
M-4
Variable(2)
M-5
Variable(2)
M-6
Variable(2)
M-7
Variable(2)
M-8
Variable(2)
B
Variable(2)
Class C
Variable(2)
Class P
N/A(4)
</TABLE>
----------
(1) For purposes of
Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for
the
Mortgage Loan with the latest possible maturity date has been
designated as
the
"latest possible maturity date" for each Class of Certificates
that
represents one or more of the "regular interests" in REMIC 3.
(2) Calculated in
accordance with the definition of "Pass-Through Rate" in this
Agreement.
(3) The Class C
Certificates will accrue interest at their variable
Pass-Through Rate on the Notional Amount of the Class C
Certificates
outstanding from time to time which shall equal the aggregate of
the
Uncertificated Principal Balances of the REMIC 1 Regular Interests.
The
Class C Certificates will not accrue interest on their
Certificate
Principal Balance.
(4) The Class P
Certificates do not accrue interest.
<PAGE>
ARTICLE I
DEFINITIONS
Section 1.01. DEFINED TERMS.
Whenever used in this Agreement, the following words and
phrases,
unless the context otherwise requires, shall have the meanings
specified in this
Article.
"Accrual Period" With respect to the Class C Certificates and
each
Distribution Date, the calendar month prior to the month of such
Distribution
Date. With respect to the Offered Certificates (i) with respect to
the
Distribution Date in January 2006, the period commencing on the
Closing Date and
ending on the day preceding the Distribution Date in January 2006,
and (ii) with
respect to any Distribution Date thereafter, the period commencing
on the
Distribution Date in the month immediately preceding the month in
which such
Distribution Date occurs and ending on the day preceding such
Distribution Date.
Unless otherwise specified, all calculations in respect of interest
on the Class
A Certificates (other than the Class A-1 Certificates), the Class
M-1
Certificates, the Class C Certificates, the REMIC 1 Regular
Interests and the
REMIC 2 Regular Interests shall be made on the basis of a 360-day
year
consisting of twelve 30-day months. Unless otherwise specified, all
calculations
in respect of interest on the Class A-1, Class M-2 and Class M-3
Certificates
shall accrue on the basis of a 360-day year and the actual number
of days in the
related Accrual Period. The Class P Certificates and the Class R
Certificates do
not accrue interest.
"Advance" As to any Mortgage Loan, any advance made by the
Subservicer
or Master Servicer on any Distribution Date pursuant to Section
4.03.
"Affected Party" As defined in the Swap Agreement.
"Affiliate" With respect to any Person, any other Person
controlling,
controlled by or under common control with such Person. For
purposes of this
definition, "control" means the power to direct the management and
policies of a
Person, directly or indirectly, whether through ownership of voting
securities,
by contract or otherwise and "controlling" and "controlled" shall
have meanings
correlative to the foregoing.
"Aggregate Stated Principal Balance" As of any date of
determination,
the aggregate Stated Principal Balance of the Mortgage Loans.
"Agreement" This Pooling and Servicing Agreement and all
amendments
hereof.
"Allocated Realized Loss Amount" With respect to any Distribution
Date
and any Class of Offered Certificates, an amount equal to the sum
of any
Allocated Realized Loss Amount allocated to that Class of
Certificates on that
Distribution Date (other than, with respect to the Class A-1W
Certificates, an
Allocated Realized Loss Amount which was covered by the Certificate
Guaranty
Insurance Policy) and any Allocated Realized Loss Amount for that
Class
remaining unpaid from any previous Distribution Date.
"Assessment of Compliance" As defined in Section 3.20
"Assignment" An assignment of Mortgage, notice of transfer or
equivalent instrument, in recordable form, 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.
"Attestation Report" As defined in Section 3.20
"Available Distribution Amount" With respect to any Distribution
Date,
an amount equal to (a) the sum of (i) the balance on deposit in the
Custodial
Account as of the close of business on the related Determination
Date, (ii) the
aggregate amount of any Advances made and all amounts required to
be paid by the
Master Servicer pursuant to Sections 3.13 and 3.23 by deposits into
the
Certificate Account on the immediately preceding Certificate
Account Deposit
Date, (iii) the aggregate amount of Mortgage Loan purchases made
pursuant to
Section 9.01, (iv) the aggregate amount required to be deposited by
the Master
Servicer pursuant to Section 4.01(h) and (v) Insurance Proceeds,
Liquidation
Proceeds, Subsequent Recoveries, Principal Prepayments, REO
Proceeds and the
proceeds of Mortgage Loan purchases made pursuant to Sections 2.02,
2.04 or
3.14, in each case received or made during the related Prepayment
Period,
reduced by (b) the sum, as of the close of business on the related
Determination
Date, of (i) Monthly Payments collected but due during a Due Period
subsequent
to the Due Period ending on the first day of the month of the
related
Distribution Date, (ii) all interest or other income earned on
deposits in the
Custodial Account or the Certificate Account, (iii) any other
amounts
reimbursable or payable to the Trustee, Master Servicer or any
Sub-Servicer
pursuant to Section 3.11, (iv) the Master Servicing Fees, the
Sub-Servicing Fees
and the fees of the Trustee payable on such Distribution Date, (v)
any amounts
in respect of the premium payable to PMI Insurer under the PMI
Insurer Policy,
(vi) the Policy Premium payable to the Certificate Insurer and,
(vii) amounts
payable by the Trust Fund to the Swap Administrator in respect of
Net Swap
Payments and Swap Termination Payments other than Swap Termination
Payments
resulting from a Swap Provider Trigger Event (and to the extent not
paid by the
Swap Administrator from any upfront payment received pursuant to
any replacement
interest rate swap agreement that may be entered into by the
Supplemental
Interest Trust Trustee), and (viii) amounts on deposit in the
Custodial Account
representing any Prepayment Charges or Master Servicer Prepayment
Charge Payment
Amounts.
"Balloon Loan" Each of the Mortgage Loans identified in the
Mortgage
Loan Schedule as having an original term to maturity that is
shorter than the
related amortization term.
"Balloon Payment" With respect to any Balloon Loan, the related
Monthly
Payment payable on the stated maturity date of such Balloon
Loan.
"Bankruptcy Code" The Bankruptcy Code of 1978, as amended.
"Basic Principal Distribution Amount" With respect to any
Distribution
Date, the excess of (i) the Principal Remittance Amount and the
Insured Amount,
if any, for such Distribution Date over (ii) the
Overcollateralization Release
Amount, if any, for such Distribution Date.
"Book-Entry Certificate" Any Certificate registered in the name of
the
Depository or its nominee.
"Business Day" Any day other than a Saturday, a Sunday or a day
on
which banking institutions in California or New York (and such
other state or
states in which the Custodial Account or the Certificate Account
are at the time
located) 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
close.
"Cash Liquidation" As to any defaulted Mortgage Loan other than
a
Mortgage Loan as to which an REO Acquisition occurred, a
determination by the
Master Servicer that it has received all Insurance Proceeds,
Liquidation
Proceeds and other payments or cash recoveries which the Master
Servicer
reasonably and in good faith expects to be finally recoverable with
respect to
such Mortgage Loan.
"Certificate" Any Regular Certificate or Class R Certificate.
"Certificate Account" The trust account or accounts created and
maintained pursuant to Section 4.01, which shall be entitled
[TRUSTEE], in trust
for registered holders of Impac Secured Assets Corp., Mortgage
Pass-Through
Certificates, Series 200_-_, and which account or accounts must
each be an
Eligible Account.
"Certificate Account Deposit Date" With respect to any
Distribution
Date, the third Business Day immediately preceding such
Distribution Date.
"Certificate Guaranty Insurance Policy" The certificate
guaranty
insurance policy issued by the Certificate Insurer for the benefit
of the Class
A-1W Certificateholders.
"Certificate Insurer" Ambac Assurance Corporation, a Wisconsin
domiciled stock insurance corporation, or any successor thereto as
provided in
the Agreement.
"Certificateholder" or "Holder" The Person in whose name a
Certificate
is registered in the Certificate Register, except that only a
Permitted
Transferee shall be a holder of a Residual Certificate for any
purposes hereof
and, solely for the purposes of giving any consent pursuant to this
Agreement,
any Certificate registered in the name of the Depositor or the
Master Servicer
or any affiliate thereof shall be deemed not to be outstanding and
the Voting
Rights to which such Certificate 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 shall be entitled to rely upon a
certification of the
Depositor or the Master Servicer in determining if any Certificates
are
registered in the name of the respective affiliate. All references
in this
Agreement 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 in
this Agreement; 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 Margin" The Certificate Margin for the Offered
Certificates shall be:
CERTIFICATE MARGIN
CLASS
(1)
(2)
------
-------
-----
A-1........................................
A-1M.......................................
A-1W.......................................
A-2A.......................................
A-2B.......................................
A-2C.......................................
A-2D.......................................
M-1........................................
M-2........................................
M-3........................................
M-4........................................
M-5........................................
M-6........................................
M-7........................................
M-8........................................
B..........................................
----------
(1) Initially. (2) On
and after the Step-Up 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 an indirect participating brokerage firm for which a
Depository
Participant acts as agent, if any, and otherwise on the books of a
Depository
Participant, if any, and otherwise on the books of the
Depository.
"Certificate Principal Balance" With respect to any Class of
Regular
Certificates (other than the Class C Certificates) immediately
prior to any
Distribution Date, the Initial Certificate Principal Balance
thereof, increased
by any Subsequent Recoveries allocated thereto, and reduced by the
sum of all
amounts actually distributed in respect of principal of such Class
and, Realized
Losses allocated thereto on all prior Distribution Dates. With
respect to the
Class C Certificates as of any date of determination, an amount
equal to the
excess, if any, of (A) the then aggregate Uncertificated Principal
Balances of
the REMIC 2 Regular Interests over (B) the then aggregate
Certificate Principal
Balances of the Class A Certificates, the Subordinate Certificates
and the Class
P Certificates then outstanding.
"Certificate Register" The register maintained pursuant to
Section
5.02.
"Class" Collectively, all of the Certificates bearing the same
designation.
"Class A Certificate" Any one of the Class A-1, Class A-1M, Class
A-1W,
Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates.
"Class A Principal Distribution Amount" For any Distribution Date,
the
excess of (1) the aggregate Certificate Principal Balance of the
Class A
Certificates immediately prior to such Distribution Date, over (2)
the lesser of
(x) [____]% of the aggregate Stated Principal Balance of the
Mortgage Loans for
such Distribution Date after giving effect to distributions to be
made on that
Distribution Date and (y) the aggregate Stated Principal Balance of
the Mortgage
Loans for such Distribution Date after giving effect to
distributions to be made
on that Distribution Date minus the OC Floor.
"Class A-1 Certificate" Any one of the Class A-1 Certificates
as
designated on the face thereof substantially in the form annexed
hereto as
Exhibit A, executed by the Trustee and authenticated and delivered
by the
Trustee, representing the right to distributions as set forth
herein and therein
and evidencing a REMIC Regular Interest in REMIC 3.
"Class A-1M Certificate" Any one of the Class A-1M Certificates
as
designated on the face thereof substantially in the form annexed
hereto as
Exhibit A, executed by the Trustee and authenticated and delivered
by the
Trustee, representing the right to distributions as set forth
herein and therein
and evidencing a REMIC Regular Interest in REMIC 3.
"Class A-1W Certificate" Any one of the Class A-1W Certificates
as
designated on the face thereof substantially in the form annexed
hereto as
Exhibit A, executed by the Trustee and authenticated and delivered
by the
Trustee, representing the right to distributions as set forth
herein and therein
and evidencing a REMIC Regular Interest in REMIC 3.
"Class A-2A Certificate" Any one of the Class A-2A Certificates
as
designated on the face thereof substantially in the form annexed
hereto as
Exhibit A, executed by the Trustee and authenticated and delivered
by the
Trustee, representing the right to distributions as set forth
herein and therein
and evidencing a REMIC Regular Interest in REMIC 3.
"Class A-2B Certificate" Any one of the Class A-2B Certificates
as
designated on the face thereof substantially in the form annexed
hereto as
Exhibit A, executed by the Trustee and authenticated and delivered
by the
Trustee, representing the right to distributions as set forth
herein and therein
and evidencing a REMIC Regular Interest in REMIC 3.
"Class A-2C Certificate" Any one of the Class A-2C Certificates
as
designated on the face thereof substantially in the form annexed
hereto as
Exhibit A, executed by the Trustee and authenticated and delivered
by the
Trustee, representing the right to distributions as set forth
herein and therein
and evidencing a REMIC Regular Interest in REMIC 3.
"Class A-2D Certificate" Any one of the Class A-2D Certificates
as
designated on the face thereof substantially in the form annexed
hereto as
Exhibit A, executed by the Trustee and authenticated and delivered
by the
Trustee, representing the right to distributions as set forth
herein and therein
and evidencing a REMIC Regular Interest in REMIC 3.
"Class B Certificate" Any one of the Class B Certificates as
designated
on the face thereof substantially in the form annexed hereto as
Exhibit B-1,
executed by the Trustee and authenticated and delivered by the
Trustee,
representing the right to distributions as set forth herein and
therein and
evidencing a REMIC Regular Interest in REMIC 3.
"Class C Certificate" Any one of the Class C Certificates as
designated
on the face thereof substantially in the form annexed hereto as
Exhibit B-2,
executed by the Trustee and authenticated and delivered by the
Trustee,
representing the right to distributions as set forth herein and
therein and
evidencing a REMIC Regular Interest in REMIC 3.
"Class M-1 Certificate" Any one of the Class M-1 Certificates
as
designated on the face thereof substantially in the form annexed
hereto as
Exhibit B-1, executed by the Trustee and authenticated and
delivered by the
Trustee, representing the right to distributions as set forth
herein and therein
and evidencing a REMIC Regular Interest in REMIC 3.
"Class M-2 Certificate" Any one of the Class M-2 Certificates
as
designated on the face thereof substantially in the form annexed
hereto as
Exhibit B-1, executed by the Trustee and authenticated and
delivered by the
Trustee, representing the right to distributions as set forth
herein and therein
and evidencing a REMIC Regular Interest in REMIC 3.
"Class M-3 Certificate" Any one of the Class M-3 Certificates
as
designated on the face thereof substantially in the form annexed
hereto as
Exhibit B-1, executed by the Trustee and authenticated and
delivered by the
Trustee, representing the right to distributions as set forth
herein and therein
and evidencing a REMIC Regular Interest in REMIC 3.
"Class M-4 Certificate" Any one of the Class M-4 Certificates
as
designated on the face thereof substantially in the form annexed
hereto as
Exhibit B-1, executed by the Trustee and authenticated and
delivered by the
Trustee, representing the right to distributions as set forth
herein and therein
and evidencing a REMIC Regular Interest in REMIC 3.
"Class M-5 Certificate" Any one of the Class M-5 Certificates
as
designated on the face thereof substantially in the form annexed
hereto as
Exhibit B-1, executed by the Trustee and authenticated and
delivered by the
Trustee, representing the right to distributions as set forth
herein and therein
and evidencing a REMIC Regular Interest in REMIC 3.
"Class M-6 Certificate" Any one of the Class M-6 Certificates
as
designated on the face thereof substantially in the form annexed
hereto as
Exhibit B-1, executed by the Trustee and authenticated and
delivered by the
Trustee, representing the right to distributions as set forth
herein and therein
and evidencing a REMIC Regular Interest in REMIC 3.
"Class M-7 Certificate" Any one of the Class M-7 Certificates
as
designated on the face thereof substantially in the form annexed
hereto as
Exhibit B-1, executed by the Trustee and authenticated and
delivered by the
Trustee, representing the right to distributions as set forth
herein and therein
and evidencing a REMIC Regular Interest in REMIC 3.
"Class M-8 Certificate" Any one of the Class M-8 Certificates
as
designated on the face thereof substantially in the form annexed
hereto as
Exhibit B-1, executed by the Trustee and authenticated and
delivered by the
Trustee, representing the right to distributions as set forth
herein and therein
and evidencing a REMIC Regular Interest in REMIC 3.
"Class P Certificate" Any one of the Class P Certificates as
designated
on the face thereof substantially in the form annexed hereto as
Exhibit B-3,
executed by the Trustee and authenticated and delivered by the
Trustee,
representing the right to distributions as set forth herein and
therein and
evidencing a REMIC Regular Interest in REMIC 3.
"Class R Certificate" Any one of the Class R Certificates as
designated
on the face thereof substantially in the form annexed hereto as
Exhibit B-4,
executed by the Trustee and authenticated and delivered by the
Trustee,
evidencing the ownership of the Class R-1 Interest, Class R-2
Interest and Class
R-3 Interest.
"Class R-1 Interest" The uncertificated Residual Interest in REMIC
1.
"Class R-2 Interest" The uncertificated Residual Interest in REMIC
2.
"Class R-3 Interest" The uncertificated Residual Interest in REMIC
3.
"Closing Date" __________ ___, 200_.
"Code" The Internal Revenue Code of 1986.
"Collateral Value" The appraised value of a Mortgaged Property
based
upon the lesser of (i) the appraisal (as reviewed and approved by
the Sponsor)
made at the time of the origination of the related Mortgage Loan,
or (ii) the
sales price of such Mortgaged Property at such time of origination.
With respect
to a Mortgage Loan the proceeds of which were used to refinance an
existing
mortgage loan, the appraised value of the Mortgaged Property based
upon the
appraisal (as reviewed and approved by the Sponsor) obtained at the
time of
refinancing.
"Commission" The Securities and Exchange Commission.
"Compensating Interest" With respect to any Distribution Date,
an
amount equal to Prepayment Interest Shortfalls resulting from
Principal
Prepayments during the related Prepayment Period, but not more than
the sum of
the Master Servicing Fees and the Subservicing Fees for the
immediately
preceding Due Period.
"Corporate Trust Office" The principal corporate trust office of
the
Trustee at which at any particular time its corporate trust
business related to
this Agreement shall be administered, which office at the date of
the execution
of this Agreement is located at (i) for purposes of the transfer,
surrender and
exchange of the Certificates, __________________, Attention:
__________________,
and (ii) for all other purposes, _________________, Attention:
__________________, or such other address as the Trustee may
designate from time
to time by notice to the Certificateholders, the Depositor and the
Master
Servicer.
Corresponding Certificate: With respect to each REMIC 2 Regular
Interest (other than REMIC 2 Regular Interest AA and REMIC 2
Regular Interest
ZZ), the Certificate with the corresponding designation.
"Credit Enhancement Percentage" For any Distribution Date, the
percentage equivalent of a fraction, the numerator of which is
equal to (a) the
excess of (i) the aggregate principal balance of the Mortgage Loans
for the
preceding Distribution Date over (ii) (1) before the Certificate
Principal
Balances of the Class A Certificates have been reduced to zero, the
sum of the
Certificate Principal Balances of the Class A Certificates, or (2)
after such
time, the Certificate Principal Balance of the most senior Class of
Subordinate
Certificates outstanding, as of the preceding Distribution Date,
and the
denominator of which is equal to (b) the aggregate principal
balance of the
Mortgage Loans, calculated 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.
"Current Report" The Current Report pursuant to Section 13 or 15(d)
of
the Exchange Act.
"Curtailment" Any Principal Prepayment made by a Mortgagor which is
not
a Principal Prepayment in Full.
"Custodial Account" The custodial account or accounts created
and
maintained pursuant to Section 3.10 in the name of a depository
institution, as
custodian for the Holders of the Certificates. Any such account or
accounts
shall be an Eligible Account.
"Custodial Agreement" The custodial agreement, dated as of
___________
___, 200_, among the Depositor, the Master Servicer, the Trustee
and ___________
as Custodian relating to the Mortgage Loans identified in such
custodial
agreement.
"Custodian" ___________.
"Cut-off Date" __________ 1, 200_.
"Cut-off Date Balance" The Aggregate Stated Principal Balance of
the
Mortgage Loans as of the Cut-off Date.
"Defaulted Mortgage Loan" means any Mortgage Loan as to which
the
Mortgagor has failed to make unexcused three or more consecutive
scheduled
Monthly Payments.
"Defaulting Party" As defined in the Swap Agreement.
"Deficient Valuation" With respect to any Mortgage Loan, a
valuation by
a court of competent jurisdiction of the Mortgaged Property in an
amount less
than the then outstanding indebtedness under the Mortgage Loan, or
any reduction
in the amount of principal to be paid in connection with any
scheduled Monthly
Payment that constitutes a permanent forgiveness of principal,
which valuation
or reduction results from a proceeding under the Bankruptcy
Code.
"Deficiency Amount" With respect to each Distribution Date prior to
the
final scheduled Distribution Date and the Class A-1W Certificates,
an amount
equal to the sum of (i) the excess, if any, of (a) the amount of
any Monthly
Interest Distributable Amount on the Class A-1W Certificates for
that
Distribution Date over (b) the Class A-1W Certificates' pro rata
portion of the
Available Distribution Amount for that Distribution Date and (ii)
the amount of
any Realized Losses allocated to the Class A-1W Certificates for
that
Distribution Date. With respect to the final scheduled Distribution
Date and the
Class A-1W Certificates, an amount equal to the sum of (i) the
excess, if any,
of (a) the amount of any Monthly Interest Distributable Amount on
the Class A-1W
Certificates for that Distribution Date over (b) the Class A-1W
Certificates'
pro rata portion of the Available Distribution Amount for that
Distribution Date
and (ii) the outstanding Certificate Principal Balance of the Class
A-1W
Certificates due on such final scheduled Distribution Date to the
extent not
paid from the Available Distribution Amount on that Distribution
Date. For the
Class A-1W Certificates and any date on which the acceleration of
the
Certificates has been directed or consented to by the
Certificateholders
pursuant to the Agreement, the amount required to pay the
Certificate Principal
Balances of the Class A-1W Certificates in full, together with
accrued and
unpaid interest thereon through the date of payment of the Class
A-1W
Certificates.
"Definitive Certificate" Any definitive, fully registered
Certificate.
"Deleted Mortgage Loan" A Mortgage Loan replaced or to be replaced
with
a Qualified Substitute Mortgage Loan.
"Depositor" Impac Secured Assets Corp., 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(5) of the Uniform Commercial Code of the State of New
York and a
"clearing agency" registered pursuant to the provisions of Section
17A of the
Securities Exchange Act of 1934, as amended.
"Depository Participant" A broker, dealer, bank or other
financial
institutions 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" The 15th day (or if such 15th day is not a
Business Day, the Business Day immediately preceding such 15th day)
of the month
of the related Distribution Date.
"Disqualified Organization" Any organization defined as a
"disqualified
organization" under Section 860E(e)(5) of the Code, which includes
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 the Freddie Mac,
a majority of
its board of directors is not selected by such governmental unit),
(ii) a
foreign government, any international organization, or any agency
or
instrumentality of any of the foregoing, (iii) any organization
(other than
certain farmers' cooperatives described in Section 521 of the Code)
which is
exempt from the tax imposed by Chapter 1 of the Code (including the
tax imposed
by Section 511 of the Code on unrelated business taxable income),
(iv) rural
electric and telephone cooperatives described in Section
1381(a)(2)(C) of the
Code and (v) any other Person so designated by the Trustee based
upon an Opinion
of Counsel that the holding of an Ownership Interest in a Class R
Certificate by
such Person may cause REMIC 1, REMIC 2 or REMIC 3 or any Person
having an
Ownership Interest in any Class of Certificates (other than such
Person) to
incur a liability for any federal tax imposed under the Code that
would not
otherwise be imposed but for the Transfer of an Ownership Interest
in a Class R
Certificate to such Person. The terms "United States", "State"
and
"international organization" shall have the meanings set forth in
Section 7701
of the Code or successor provisions.
"Distribution Date" The 25th day of any month, or if such 25th day
is
not a Business Day, the Business Day immediately following such
25th day,
commencing in __________ 200_.
"Distribution Report" The Asset-Backed Issuer Distribution
Report
pursuant to Section 13 or 15(d) of the Exchange Act.
"Due Date" The first day of the month of the related Distribution
Date.
"Due Period" With respect to any Distribution Date, the period
commencing on the second day of the month preceding the month of
such
Distribution Date (or, with respect to the first Due Period, the
day following
the Cut-off Date) and ending on the first day of the month of the
related
Distribution Date.
"Eligible Account" Any of (i) a segregated account maintained with
a
federal or state chartered depository institution (A) the
short-term obligations
of which are rated A-1+ or better by Standard & Poor's and P-1
by Moody's at the
time of any deposit therein or (B) insured by the FDIC (to the
limits
established by such Corporation), the uninsured deposits in which
account are
otherwise secured such that, as evidenced by an Opinion of Counsel
(obtained by
the Person requesting that the account be held pursuant to this
clause (ii))
delivered to the Trustee prior to the establishment of such
account, the
Certificateholders will have a claim with respect to the funds in
such account
and a perfected first priority security interest against any
collateral (which
shall be limited to Permitted Investments, each of which shall
mature not later
than the Business Day immediately preceding the Distribution Date
next following
the date of investment in such collateral or the Distribution Date
if such
Permitted Investment is an obligation of the institution that
maintains the
Certificate Account or Custodial Account) securing such funds that
is superior
to claims of any other depositors or general creditors of the
depository
institution with which such account is maintained, (ii) a
segregated trust
account or accounts maintained with a federal or state chartered
depository
institution or trust company subject to regulations regarding
fiduciary funds on
deposit similar to Title 12 of the Code of Federal Regulations
Section 9.10(b),
which, in either case, has corporate trust powers, acting in its
fiduciary
capacity or (iii) a segregated account or accounts of a depository
institution
acceptable to the Rating Agencies (as evidenced in writing by the
Rating
Agencies that use of any such account as the Custodial Account or
the
Certificate Account will not have an adverse effect on the
then-current ratings
assigned to the Classes of the Certificates then rated by the
Rating Agencies).
Eligible Accounts may bear interest.
"Event of Default" One or more of the events described in Section
7.01.
"Excess Proceeds" As defined in Section 3.22.
"Exchange Act" The Securities Exchange Act of 1934, as amended, and
the
rules and regulations promulgated thereunder.
"Extra Principal Distribution Amount" With respect to any
Distribution
Date, the lesser of (x) the Overcollateralization Deficiency Amount
for such
Distribution Date and (y) the sum of (1) the Net Monthly Excess
Cashflow Amount
for such Distribution Date and (2) amounts available from the Swap
Agreement to
pay principal as provided in Section 4.01(g)(iii) hereof.
"Fannie Mae" Fannie Mae (formerly, Federal National Mortgage
Association) or any successor thereto.
"FDIC" Federal Deposit Insurance Corporation or any successor.
"Freddie Mac" Federal Home Loan Mortgage Corporation or any
successor.
"Initial Certificate Principal Balance" With respect to each Class
of
Regular Certificates, the Initial Certificate Principal Balance of
such Class of
Certificates as set forth in the Preliminary Statement hereto, or
with respect
to any single Certificate, the Initial Certificate Principal
Balance as stated
on the face thereof.
"Initial Notional Amount" With respect to the Class C Certificate,
the
aggregate of the initial Uncertificated Principal Balances of the
REMIC 2
Regular Interests (other than REMIC 2 Regular Interest IO and REMIC
2 Regular
Interest P), or with respect to any single Certificate, the Initial
Notional
Amount as stated on the face thereof. The Class IO Interest will
have an Initial
Notional Balance equal to the Uncertificated Notional Balance on
REMIC 2 Regular
Interest IO.
"Insurance Account" The account created and maintained pursuant
to
Section 4.10(b) of this Agreement. The Insurance Account shall be
an Eligible
Account.
"Insurance Policy" With respect to any Mortgage Loan, any
insurance
policy (including a PMI Insurer Policy) which is required to be
maintained from
time to time under this Agreement in respect of such Mortgage
Loan.
"Insurance Proceeds" Proceeds paid in respect of the Mortgage
Loans
pursuant to any Primary Hazard Insurance Policy, any title
insurance policy or
any other insurance policy covering a Mortgage Loan, to the extent
such proceeds
are not applied to the restoration of the related Mortgaged
Property or released
to the Mortgagor in accordance with the procedures that the Master
Servicer
would follow in servicing mortgage loans held for its own
account.
"Insured Amount" Draws on the Certificate Guaranty Insurance Policy
to
cover related Deficiency Amounts and Preference Amounts.
"Insurer Default" An insurer default will occur in the event
the
Certificate Insurer fails to make a payment under the Certificate
Guaranty
Insurance Policy or if certain events of bankruptcy or insolvency
occur with
respect to the Certificate Insurer.
"Interest Remittance Amount" For any Distribution Date, that
portion of
the Available Distribution Amount for such Distribution Date that
represents
interest received or advanced with respect to the Mortgage Loans
less any Net
Swap Payments or Swap Termination Payments, not due to a Swap
Provider Trigger
Event owed to the Supplemental Interest Trust for payment to the
Swap Provider.
"Late Collections" With respect to any Mortgage Loan, all
amounts
received during any Due Period, whether as late payments of Monthly
Payments or
as Insurance Proceeds, Liquidation Proceeds or otherwise, which
represent late
payments or collections of Monthly Payments due but delinquent for
a previous
Due Period and not previously recovered.
"Letter Agreement" The Letter Agreement, dated as of _________
___,
200_, among the Certificate Insurer and Impac Mortgage Holdings,
Inc., including
any amendments and supplements thereto.
"LIBOR" With respect to any Distribution Date and the
Pass-Through
Rates on the Offered Certificates, the arithmetic mean of the
London interbank
offered rate quotations of reference banks (which will be selected
by the
Trustee after consultation with the Master Servicer) for one-month
U.S. dollar
deposits, expressed on a per annum basis, determined in accordance
with Section
1.02.
"LIBOR Business Day" Any day other than (i) Saturday or a Sunday
or
(ii) a day on which banking institutions in the city of London,
England and New
York City are required or authorized by law to be closed.
"LIBOR Rate Adjustment Date" With respect to each Distribution
Date,
the second LIBOR Business Day immediately preceding the
commencement of the
related Accrual Period.
"Liquidated Mortgage Loan" As to any Distribution Date, any
Mortgage
Loan in respect of which the Master Servicer has determined, in
accordance with
the servicing procedures specified herein, as of the end of the
related
Prepayment Period, that all Liquidation Proceeds which it expects
to recover
with respect to the liquidation of the Mortgage Loan or disposition
of the
related REO Property have been recovered.
"Liquidation Proceeds" Amounts (other than Insurance Proceeds)
received
by the Master Servicer in connection with the taking of an entire
Mortgaged
Property by exercise of the power of eminent domain or condemnation
or in
connection with the liquidation of a defaulted Mortgage Loan
through trustee's
sale, foreclosure sale or otherwise, other than amounts received in
respect of
any REO Property.
"Loan-to-Value Ratio" As of any date, the fraction, expressed as
a
percentage, the numerator of which is the current principal balance
of the
related Mortgage Loan at the date of determination and the
denominator of which
is the Collateral Value of the related Mortgaged Property.
"Lost Note Affidavit" With respect to any Mortgage Note, an
original
lost note affidavit from the Sponsor stating that the original
Mortgage Note was
lost, misplaced or destroyed, together with a copy of the related
Mortgage Note.
"Majority Class C Certificateholder" The holder of a 50.01% or
greater
Percentage Interest of the Class C Certificates.
"Marker Rate": With respect to the Class C Certificates and any
Distribution Date, a per annum rate equal to two (2) times the
weighted average
of the Uncertificated REMIC 2 Pass-Through Rates for REMIC 2
Regular Interest
A-1, REMIC 2 Regular Interest A-1M, REMIC 2 Regular Interest A-1W,
REMIC 2
Regular Interest A-2A, REMIC 2 Regular Interest A-2B, REMIC 2
Regular Interest
A-2C, REMIC 2 Regular Interest A-2D, REMIC 2 Regular Interest M-1,
REMIC 2
Regular Interest M-2, REMIC 2 Regular Interest M-3, REMIC 2 Regular
Interest
M-4, REMIC 2 Regular Interest M-5, REMIC 2 Regular Interest M-6,
REMIC 2 Regular
Interest M-7, REMIC 2 Regular Interest M-8, REMIC 2 Regular
Interest B and REMIC
2 Regular Interest ZZ, with the rate on each such REMIC 2 Regular
Interest
(other than REMIC 2 Regular Interest ZZ) subject to a cap equal to
the lesser of
(i) LIBOR plus the related Certificate Margin and (ii) the related
Net WAC Rate
for the purpose of this calculation for such Distribution Date and
with the rate
on REMIC 2 Regular Interest ZZ subject to a cap of zero for the
purpose of this
calculation.
"Master Servicer" Impac Funding Corporation, or any successor
master
servicer appointed as herein provided.
"Master Servicer Prepayment Charge Payment Amount" The amounts
payable
by the Master Servicer in respect of any waived Prepayment Charges
pursuant to
Section 2.03, and any amount paid to the Trust Fund by any Person
to remedy any
breach of any representation, warranty of covenant made with
respect to the
Prepayment Charges to the extent the Trust Fund, as assignee, is
the beneficiary
of such representation, warranty or covenant.
"Master Servicing Fees" As to each Mortgage Loan, an amount,
payable
out of any payment of interest on the Mortgage Loan, equal to
interest at the
Master Servicing Fee Rate on the Stated Principal Balance of such
Mortgage Loan
as of the Due Date in the calendar month preceding the month in
which the
payment of the Master Servicing Fee is due (alternatively, in the
event such
payment of interest accompanies a Principal Prepayment in full made
by the
Mortgagor, interest for the number of days covered by such payment
of interest).
The Master Servicing Fee consists of servicing compensation payable
to the
Master Servicer in respect of its master servicing
responsibilities.
"Master Servicing Fee Rate" With respect to each Mortgage Loan, the
per
annum rate of ____%.
"Maximum Uncertificated Accrued Interest Deferral Amount": With
respect
to any Distribution Date, the excess of (a) accrued interest at
the
Uncertificated REMIC 2 Pass-Through Rate applicable to REMIC 2
Regular Interest
ZZ for such Distribution Date on a balance equal to the excess of
(i) the
Uncertificated Principal Balance of REMIC 2 Regular Interest ZZ
over (ii) the
REMIC 2 Overcollateralized Amount, in each case for such
Distribution Date over
(b) the sum of the Uncertificated Accrued Interest on REMIC 2
Regular Interest
A-1, REMIC 2 Regular Interest A-1M, REMIC 2 Regular Interest A-1W,
REMIC 2
Regular Interest A-2A, REMIC 2 Regular Interest A-2B, REMIC 2
Regular Interest
A-2C, REMIC 2 Regular Interest A-2D, REMIC 2 Regular Interest M-1,
REMIC 2
Regular Interest M-2, REMIC 2 Regular Interest M-3, REMIC 2 Regular
Interest
M-4, REMIC 2 Regular Interest M-5, REMIC 2 Regular Interest M-6,
REMIC 2 Regular
Interest M-7, REMIC 2 Regular Interest M-8 and REMIC 2 Regular
Interest B, with
the rate on each such REMIC 2 Regular Interest subject to a cap
equal to the
lesser of (i) LIBOR plus the related Certificate Margin and (ii)
the related Net
WAC Rate.
"MERS" Mortgage Electronic Registration Systems, Inc., a
corporation
organized and existing under the laws of the State of Delaware, or
any successor
thereto.
"MERS(R) System" The system of recording transfers of Mortgages
electronically maintained by MERS.
"MIN" The Mortgage Identification Number for Mortgage Loans
registered
with MERS on the MERS(R) System.
"MOM Loan" With respect to any Mortgage Loan, MERS acting as
the
mortgagee of such Mortgage Loan, solely as nominee for the
originator of such
Mortgage Loan and its successors and assigns, at the origination
thereof.
"Monthly Interest Distributable Amount" For any Distribution Date
and
each Class of Offered Certificates and Class C Certificates, the
amount of
interest accrued during the related Accrual Period at the related
Pass-Through
Rate on the Certificate Principal Balance of such Class immediately
prior to
such Distribution Date, in each case, reduced by any Net Prepayment
Interest
Shortfalls and Relief Act Interest Shortfalls (allocated to such
Certificate as
set forth in Section 1.03). The Monthly Interest Distributable
Amount on the
Offered Certificates will be calculated on the basis of the actual
number of
days in the related Accrual Period and a 360-day year. The Monthly
Interest
Distributable Amount on the Class C Certificates, will be
calculated on the
basis of a 360-day year consisting of twelve 30-day months.
"Monthly Payment" With respect to any Mortgage Loan, the
scheduled
monthly payment of principal and interest on such Mortgage Loan
which is payable
by a Mortgagor from time to time under the related Mortgage Note as
originally
executed (after adjustment, if any, for Deficient Valuations
occurring prior to
such Due Date, and after any adjustment by reason of any bankruptcy
or similar
proceeding or any moratorium or similar waiver or grace
period).
"Moody's" Moody's Investors Service, Inc., or its successor in
interest.
"Mortgage" The mortgage, deed of trust or any other instrument
securing
the Mortgage Loan.
"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 and the
Custodial
Agreement; provided, that whenever the term "Mortgage File" is used
to refer to
documents actually received by the Custodian, such term shall not
be deemed to
include such additional documents required to be added unless they
are actually
so added.
"Mortgage Loan" Each of the mortgage loans, transferred and
assigned to
the Trustee pursuant to Section 2.01, 2.04 or 2.06 and from time to
time held in
the Trust Fund (including any Qualified Substitute Mortgage Loans),
the Mortgage
Loans so transferred, assigned and held being identified in the
Mortgage Loan
Schedule. As used herein, the term "Mortgage Loan" includes the
related Mortgage
Note and Mortgage.
"Mortgage Loan Purchase Agreement" The Mortgage Loan Purchase
Agreement
dated as of ___________ ___, 200_, among Impac Funding Corporation,
as sponsor,
Impac Mortgage Holdings, Inc., as guarantor, and the Depositor as
purchaser, and
all amendments thereof and supplements thereto.
"Mortgage Loan Schedule" As of any date of determination, the
schedule
of Mortgage Loans included in the Trust Fund. The schedule of
Mortgage Loans
with accompanying information transferred on the Closing Date to
the Trustee (or
the Custodian) as part of the Trust Fund for the Certificates,
attached hereto
as Exhibit H, as amended from time to time to reflect the addition
of Qualified
Substitute Mortgage Loans (for purposes of the Trustee (or the
Custodian)
pursuant to Section 2.02, in computer-readable form as delivered to
the Trustee
(or to the Custodian, as its agent)), which list shall set forth
the following
information with respect to each Mortgage Loan:
(i) the loan number and name of the Mortgagor;
(ii) the street address, city, state and zip code of the
Mortgaged Property;
(iii) (A) the original term to maturity and (B) if such
Mortgage Loan is a Balloon Loan, the amortization term thereof;
(iv) the original principal balance and the original Mortgage
Rate;
(v) the first payment date;
(vi) whether the Mortgage Loan is a Balloon Mortgage Loan or a
Mortgage Loan the terms of which do not provide for a Balloon
Payment;
(vii) the type of Mortgaged Property;
(viii) the Monthly Payment in effect as of the Cut-off Date;
(ix) the principal balance as of the Cut-off Date;
(x) the Mortgage Rate as of the Cut-off Date; (xi) the
occupancy status;
(xii) the purpose of the Mortgage Loan;
(xiii) the Collateral Value of the Mortgaged Property;
(xiv) the original term to maturity;
(xv) the paid-through date of the Mortgage Loan;
(xvi) the Master Servicing Fee Rate;
(xvii) the Sub-Servicing Fee Rate;
(xviii) the Net Mortgage Rate for such Mortgage Loan;
(xix) whether such Mortgage Loan is a PMI Mortgage Loan and,
if so, the related PMI Insurer Fee Rate;
(xx) whether the Mortgage Loan is covered by a private
mortgage insurance policy or an original certificate of private
mortgage insurance;
(xxi) the documentation type; and
(xxii) the type and term of the related Prepayment Charge, if
any.
The Mortgage Loan Schedule may be in the form of more than one
schedule, collectively setting forth all of the information
required.
"Mortgage Note" The note or other evidence of the indebtedness of
a
Mortgagor under a Mortgage Loan.
"Mortgage Rate" With respect to any Mortgage Loan, the annual rate
at
which interest accrues on such Mortgage Loan, as adjusted from time
to time in
accordance with the provisions of the Mortgage Note.
"Mortgaged Property" The underlying property securing a Mortgage
Loan.
"Mortgagor" The obligor or obligors on a Mortgage Note.
"Net Liquidation Proceeds" With respect to any Liquidated Mortgage
Loan
or any other disposition of related Mortgaged Property (including
REO Property)
the related Liquidation Proceeds net of Advances, Servicing
Advances, Master
Servicing Fees, Sub-Servicing Fees and any other accrued and unpaid
servicing
fees received and retained in connection with the liquidation of
such Mortgage
Loan or Mortgaged Property.
"Net Mortgage Rate" With respect to each Mortgage Loan Due Date, a
per
annum rate of interest equal to the then-applicable Mortgage Rate
on such
Mortgage Loan less the sum of the Master Servicing Fee Rate and
the
Sub-Servicing Fee Rate, and with respect to the PMI Mortgage Loans,
the PMI
Insurer Fee Rate.
"Net Monthly Excess Cashflow" With respect to each Distribution
Date,
the sum of (a) any Overcollateralization Release Amount for such
Distribution
Date and (b) the excess of (x) Available Distribution Amount and
Insured Amount,
if any, for such Distribution Date over (y) the sum for such
Distribution Date
of (A) the Monthly Interest Distributable Amounts for the Offered
Certificates
and (B) the Principal Remittance Amount.
"Net Prepayment Interest Shortfall" With respect to any
Distribution
Date, the excess, if any, of any Prepayment Interest Shortfalls for
such date
over the related Compensating Interest.
"Net Swap Payment" With respect to each Distribution Date, the
net
payment required to be made pursuant to the terms of the Swap
Agreement by
either the Swap Provider or the Swap Administrator, which net
payment shall not
take into account any Swap Termination Payment.
"Net WAC Rate" With respect to the Offered Certificates and any
Distribution Date, a per annum rate equal to the excess, if any, of
(A) a per
annum rate equal to the weighted average of the Net Mortgage Rates
of the
Mortgage Loans as of the first day of the month preceding the month
in which
such Distribution Date occurs over (B) the sum of (1) a per annum
rate equal to
the Net Swap Payment payable to the Swap Provider on such
Distribution Date,
divided by the outstanding Stated Principal Balance of the Mortgage
Loans as of
the first day of the calendar month preceding the month in which
the
Distribution Date occurs, multiplied by 12, and (2) any Swap
Termination Payment
not due to a Swap Provider Trigger Event payable to the Swap
Provider on such
Distribution Date, divided by the outstanding Stated Principal
Balance of the
Mortgage Loans as of the first day of the calendar month preceding
the month in
which the Distribution Date occurs, expressed as a per annum rate,
multiplied by
12, less (C) in the case of the Class A-1W Certificates only, the
Policy Premium
Rate. The Net WAC Rate will be adjusted to an effective rate
reflecting the
accrual of interest on an actual/360 basis.
"Net WAC Shortfall Amount" If on any Distribution Date the
Pass-Through
Rate for the Offered Certificates is limited to the Net WAC Rate,
the sum of (i)
the excess of (a) the amount of interest such Offered Certificates
would have
been entitled to receive on such Distribution Date if the Net WAC
Rate would not
have been applicable to such certificates over (b) the amount of
interest
accrued on such Classes at the applicable Net WAC Rate plus (ii)
the related Net
WAC Shortfall Amount from the prior Distribution Date not
previously distributed
together with interest thereon at the related Pass-Through Rate for
the most
recently ended Accrual Period.
"Net WAC Shortfall Reserve Fund" A reserve fund established by
the
Trustee for the benefit of the Holders of the Offered Certificates,
and funded
on the Closing Date by or on behalf of the Depositor with $5,000.
The Net WAC
Shortfall Reserve Fund is an "outside reserve fund" within the
meaning of
Treasury regulation Section 1.860G-2(h), which is not an asset of
any REMIC,
ownership of which is evidenced by the Class C Certificates, and
which is
established and maintained pursuant to Section 4.08.
"Net WAC Shortfall Reserve Fund Deposit" With respect to the Net
WAC
Shortfall Reserve Fund, an amount equal to $5,000, which the
Depositor shall
fund initially pursuant to Section 4.08 hereof.
"Nonrecoverable Advance" Any Advance or Servicing Advance
previously
made or proposed to be made in respect of a Mortgage Loan which, in
the good
faith judgment of the Master Servicer, will not or, in the case of
a proposed
Advance or Servicing Advance, would not be ultimately recoverable
from related
Late Collections, Insurance Proceeds, Liquidation Proceeds or REO
Proceeds. The
determination by the Master Servicer that it has made a
Nonrecoverable Advance
or that any proposed Advance or Servicing Advance would constitute
a
Nonrecoverable Advance, shall be evidenced by a certificate of a
Servicing
Officer delivered to the Depositor and the Trustee.
"Non-United States Person" Any Person other than a United
States
Person.
"Offered Certificates" The Class A Certificates and the
Subordinate
Certificates.
"Officers' Certificate" A certificate signed by the Chairman of
the
Board, the Vice Chairman of the Board, the President or a vice
president and by
the Treasurer, the Secretary, or one of the assistant treasurers or
assistant
secretaries of the Depositor, the Sponsor, the Master Servicer or
of any
Sub-Servicer and delivered to the Depositor and Trustee.
"One Month LIBOR" The London interbank offered rate for
one-month
United States dollar deposits, determined as described in Section
1.02 of this
Agreement.
"Opinion of Counsel" A written opinion of counsel, who may be
counsel
for the Depositor, the Sponsor, or the Master Servicer, reasonably
acceptable to
the Trustee; except that any opinion of counsel relating to (a)
the
qualification of any account required to be maintained pursuant to
this
Agreement as an Eligible Account, (b) the qualification of REMIC 1,
REMIC 2 or
REMIC 3 as REMICs, (c) compliance with the REMIC Provisions or (d)
resignation
of the Master Servicer pursuant to Section 6.04 must be an opinion
of counsel
who (i) is in fact independent of the Depositor and the Master
Servicer, (ii)
does not have any direct financial interest or any material
indirect financial
interest in the Depositor or the Master Servicer or in an affiliate
of either
and (iii) is not connected with the Depositor or the Master
Servicer as an
officer, employee, director or person performing similar
functions.
"Optional Termination Date" The first Distribution Date on which
the
Master Servicer may opt to terminate the Trust Fund pursuant to
Section 9.01.
"OTS" Office of Thrift Supervision or any successor.
"Outstanding Mortgage Loan" As to any Due Date, a Mortgage Loan
(including an REO Property) which was not the subject of a
Principal Prepayment
in Full, Cash Liquidation or REO Disposition and which was not
purchased prior
to such Due Date pursuant to Sections 2.02, 2.04 or 3.14.
"Overcollateralized Amount" With respect to any Distribution Date,
the
amount, if any, by which (i) the Aggregate Stated Principal Balance
of the
Mortgage Loans (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 any Realized Losses on the Mortgage Loans), exceeds (ii)
the
aggregate Certificate Principal Balance of the Offered Certificates
and the
Class P Certificates as of such Distribution Date (after giving
effect to
distributions to be made on such Distribution Date).
"Overcollateralization Deficiency Amount" With respect to any
Distribution Date, the amount, if any, by which the
Overcollateralization Target
Amount exceeds the Overcollateralized Amount on such Distribution
Date (after
giving effect to distributions in respect of the Principal
Remittance Amount on
such Distribution Date).
"Overcollateralization Floor" With respect to any Distribution
Date,
____% of the Cut-off Date Balance.
"Overcollateralization Release Amount" With respect to any
Distribution
Date, the lesser of (x) the Principal Remittance Amount for such
Distribution
Date and (y) the excess, if any, of (i) the Overcollateralized
Amount for such
Distribution Date (assuming that 100% of the Principal Remittance
Amount is
applied as a principal payment on such Distribution Date) over (ii)
the
Overcollateralization Target Amount for such Distribution Date.
"Overcollateralization Target Amount" With respect to any
Distribution
Date prior to the Stepdown Date, ____% of the Cut-off Date Balance.
With respect
to any Distribution Date on or after the Stepdown Date, the greater
of (x) ____%
of the aggregate Stated Principal Balance of the Mortgage Loans and
(y) the
Overcollateralization Floor; provided, however, that if a Trigger
Event is in
effect on any Distribution Date, the Overcollateralization Target
Amount will be
equal to the Overcollateralization Target Amount on the prior
Distribution Date.
"Ownership Interest" As to any Certificate, any ownership or
security
interest in such Certificate, including any interest in such
Certificate as the
Holder thereof and any other interest therein, whether direct or
indirect, legal
or beneficial, as owner or as pledgee.
"Pass-Through Rate" With respect to any Distribution Date and
the
Offered Certificates, the lesser of (x) One-Month LIBOR plus the
related
Certificate Margin and (y) the Net WAC Rate. With respect to any
Distribution
Date and the Class C Certificates, a per annum rate equal to the
percentage
equivalent of a fraction, the numerator of which is (x) the sum of
the amounts
calculated pursuant to clauses (A) through (S) below, and the
denominator of
which is (y) the aggregate of the Uncertificated Principal Balances
of the REMIC
2 Regular Interests. For purposes of calculating the Pass-Through
Rate for the
Class C Certificates, the numerator is equal to the sum of the
following
components:
(A) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2
Regular Interest AA minus the Marker Rate, applied to an amount
equal
to the Uncertificated Principal Balance of REMIC 2 Regular Interest
AA;
(B) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2
Regular Interest A-1 minus the Marker Rate, applied to an amount
equal
to the Uncertificated Principal Balance of REMIC 2 Regular
Interest
A-1;
(C) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2
Regular Interest A-1M minus the Marker Rate, applied to an amount
equal
to the Uncertificated Principal Balance of REMIC 2 Regular
Interest
A-1M;
(D) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2
Regular Interest A-1W minus the Marker Rate, applied to an amount
equal
to the Uncertificated Principal Balance of REMIC 2 Regular
Interest
A-1W;
(E) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2
Regular Interest A-2A minus the Marker Rate, applied to an amount
equal
to the Uncertificated Principal Balance of REMIC 2 Regular
Interest
A-2A;
(F) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2
Regular Interest A-2B minus the Marker Rate, applied to an amount
equal
to the Uncertificated Principal Balance of REMIC 2 Regular
Interest
A-2B;
(G) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2
Regular Interest A-2C minus the Marker Rate, applied to an amount
equal
to the Uncertificated Principal Balance of REMIC 2 Regular
Interest
A-2C;
(H) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2
Regular Interest A-2D minus the Marker Rate, applied to an amount
equal
to the Uncertificated Principal Balance of REMIC 2 Regular
Interest
A-2D;
(I) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2
Regular Interest M-1 minus the Marker Rate, applied to an amount
equal
to the Uncertificated Principal Balance of REMIC 2 Regular
Interest
M-1;
(J) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2
Regular Interest M-2 minus the Marker Rate, applied to an amount
equal
to the Uncertificated Principal Balance of REMIC 2 Regular
Interest
M-2;
(K) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2
Regular Interest M-3 minus the Marker Rate, applied to an amount
equal
to the Uncertificated Principal Balance of REMIC 2 Regular
Interest
M-3;
(L) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2
Regular Interest M-4 minus the Marker Rate, applied to an amount
equal
to the Uncertificated Principal Balance of REMIC 2 Regular
Interest
M-4;
(M) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2
Regular Interest M-5 minus the Marker Rate, applied to an amount
equal
to the Uncertificated Principal Balance of REMIC 2 Regular
Interest
M-5;
(N) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2
Regular Interest M-6 minus the Marker Rate, applied to an amount
equal
to the Uncertificated Principal Balance of REMIC 2 Regular
Interest
M-6;
(O) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2
Regular Interest M-7 minus the Marker Rate, applied to an amount
equal
to the Uncertificated Principal Balance of REMIC 2 Regular
Interest
M-7;
(P) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2
Regular Interest M-8 minus the Marker Rate, applied to an amount
equal
to the Uncertificated Principal Balance of REMIC 2 Regular
Interest
M-8;
(Q) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2
Regular Interest B minus the Marker Rate, applied to an amount
equal to
the Uncertificated Principal Balance of REMIC 2 Regular Interest
B;
(R) the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2
Regular Interest ZZ minus the Marker Rate, applied to an amount
equal
to the Uncertificated Principal Balance of REMIC 2 Regular Interest
ZZ;
and
(S) 100% of the interest on REMIC 2 Regular Interest P.
The Class P Certificates and the Class R Certificates will not
accrue
interest and therefore will not have a Pass-Through Rate. The Class
IO Interest
will not have a Pass-Through Rate or a Certificate Principal
Balance, but will
be entitled to 100% of the amounts distributed on REMIC 2 Regular
Interest IO.
"Percentage Interest" With respect to any Regular Certificate,
the
undivided percentage ownership interest in the related Class
evidenced by such
Certificate, which percentage ownership interest shall be equal to
the Initial
Certificate Principal Balance thereof divided by the aggregate
Initial
Certificate Principal Balance of all of the Certificates of the
same Class. With
respect to any Class R Certificate, the interest in distributions
to be made
with respect to such Class evidenced thereby, expressed as a
percentage, as
stated on the face of each such Certificate.
"Permitted Investment" One or more of the following:
(i) obligations of or guaranteed as to principal and interest
by the United States or any agency or instrumentality thereof when
such
obligations are backed by the full faith and credit of the
United
States;
(ii) repurchase agreements on obligations specified in clause
(i) maturing not more than one month from the date of
acquisition
thereof, provided that the unsecured obligations of the party
agreeing
to repurchase such obligations are at the time rated by each
Rating
Agency in its highest short-term rating available;
(iii) federal funds, certificates of deposit, demand deposits,
time deposits and bankers' acceptances (which shall each have
an
original maturity of not more than 90 days and, in the case of
bankers'
acceptances, shall in no event have an original maturity of more
than
365 days or a remaining maturity of more than 30 days) denominated
in
United States dollars of any U.S. depository institution or
trust
company incorporated under the laws of the United States or any
state
thereof or of any domestic branch of a foreign depository
institution
or trust company; provided that the debt obligations of such
depository
institution or trust company (or, if the only Rating Agency is
Standard
& Poor's, in the case of the principal depository institution
in a
depository institution holding company, debt obligations of the
depository institution holding company) at the date of
acquisition
thereof have been rated by each Rating Agency in its highest
short-term
rating available; and provided further that, if the only Rating
Agency
is Standard & Poor's and if the depository or trust company is
a
principal subsidiary of a bank holding company and the debt
obligations
of such subsidiary are not separately rated, the applicable
rating
shall be that of the bank holding company; and, provided further
that,
if the original maturity of such short-term obligations of a
domestic
branch of a foreign depository institution or trust company
shall
exceed 30 days, the short-term rating of such institution shall be
A-1+
in the case of Standard & Poor's if Standard & Poor's is
the Rating
Agency;
(iv) commercial paper (having original maturities of not more
than 365 days) of any corporation incorporated under the laws of
the
United States or any state thereof which on the date of acquisition
has
been rated by Moody's and Standard & Poor's in their highest
short-term
ratings available; provided that such commercial paper shall have
a
remaining maturity of not more than 30 days;
(v) a money market fund or a qualified investment fund rated
by Moody's in its highest long-term ratings available and rated
AAAm or
AAAm-G by Standard & Poor's, including any such funds for which
[NAME
OF THE TRUSTEE]. or any affiliate thereof serves as an
investment
advisor, manager, administrator, shareholder, servicing agent,
and/or
custodian or sub-custodian; and
(vi) other obligations or securities that are acceptable to
each Rating Agency as a Permitted Investment hereunder and will
not
reduce the rating assigned to any Class of Certificates by such
Rating
Agency below the lower of the then-current rating or the rating
assigned to such Certificates as of the Closing Date by such
Rating
Agency, as evidenced in writing; PROVIDED, HOWEVER, that no
instrument
shall be a Permitted Investment if it represents, either (1) the
right
to receive only interest payments with respect to the underlying
debt
instrument or (2) the right to receive both principal and
interest
payments derived from obligations underlying such instrument and
the
principal and interest payments with respect to such instrument
provide
a yield to maturity greater than 120% of the yield to maturity at
par
of such underlying obligations.
"Permitted Transferee" Any transferee of a Residual Certificate
other
than a Disqualified Organization, a Non-United States Person or an
"electing
large partnership" (as defined in Section 775 of the Code).
"Person" Any individual, corporation, partnership, limited
liability
company, joint venture, association, joint-stock company, trust,
unincorporated
organization or government or any agency or political subdivision
thereof.
"PMI Insurer" PMI Insurer Guaranty, Inc., or its successors or
assigns.
"PMI Insurer Fee Rate" With respect to each PMI Mortgage Loan, the
per
annum rate payable to the PMI Insurer under the PMI Insurer
Policy.
"PMI Insurer Policy" The lender-paid primary mortgage insurance
policy
issued by the PMI Insurer in accordance with a __________, 200_
letter between
the Sponsor and the PMI Insurer.
"PMI Mortgage Loan" Any mortgage loan covered by the PMI
Insurer
Policy.
"Policy Premium" The premium set forth in the Certificate
Guaranty
Insurance Policy.
"Policy Premium Rate" The rate per annum set forth in the
Letter
Agreement.
"Preference Amount" With respect to the Class A-1W Certificates,
any
amount previously distributed to a Class A-1W Certificateholder
that is
recoverable and sought to be recovered as a voidable preference by
a trustee in
bankruptcy pursuant to the United States Bankruptcy Code, as
amended from time
to time, in accordance with a final nonappealable order of a court
having
competent jurisdiction.
"Prepayment Assumption" As defined in the Prospectus
Supplement.
"Prepayment Charge" With respect to any Mortgage Loan, the charges
or
premiums, if any, due in connection with a full or partial
prepayment of such
Mortgage Loan in accordance with the terms thereof (other than any
Master
Servicer Prepayment Charge Payment Amount).
"Prepayment Interest Shortfall" As to any Distribution Date and
any
Mortgage Loan (other than a Mortgage Loan relating to an REO
Property) that was
the subject of (a) a Principal Prepayment in Full during the
related Prepayment
Period, an amount equal to the excess of one month's interest at
the Net
Mortgage Rate on the Stated Principal Balance of such Mortgage Loan
over the
amount of interest (adjusted to the Net Mortgage Rate) paid by the
Mortgagor for
such Prepayment Period to the date of such Principal Prepayment in
Full or (b) a
Curtailment during the prior calendar month, an amount equal to one
month's
interest at the Net Mortgage Rate on the amount of such
Curtailment.
"Prepayment Period" As to any Distribution Date, the calendar
month
preceding the month in which such Distribution Date occurs.
"Primary Hazard Insurance Policy" Each primary hazard insurance
policy
required to be maintained pursuant to Section 3.13.
"Primary Insurance Policy" Any primary policy of mortgage
guaranty
insurance including the PMI Insurer Policy, or any replacement
policy therefor.
"Principal Distribution Amount" With respect to any Distribution
Date,
an amount equal to the sum of the Basic Principal Distribution
Amount plus the
Extra Principal Distribution Amount.
"Principal Prepayment" Any payment of principal made by the
Mortgagor
on a Mortgage Loan which is received in advance of its scheduled
Due Date and
which is not accompanied by an amount of interest representing
scheduled
interest due on any date or dates in any month or months subsequent
to the month
of prepayment.
"Principal Prepayment in Full" Any Principal Prepayment made by
a
Mortgagor of the entire unpaid principal balance of the Mortgage
Loan.
"Principal Remittance Amount" With respect to any Distribution
Date,
the sum of (i) each scheduled payment of principal collected or
advanced on the
Mortgage Loans by the Master Servicer that were due during the
related Due
Period, (ii) the principal portion of all partial and full
Principal Prepayments
of the Mortgage Loans applied by the Master Servicer during the
related
Prepayment Period, (iii) the principal portion of all Net
Liquidation Proceeds,
REO Proceeds, Insurance Proceeds, and Subsequent Recoveries
received during the
related Prepayment Period, (iv) the principal portion of proceeds
of Mortgage
Loan purchases made pursuant to Section 2.02, 2.04 or 3.14, in each
case
received or made during the related Prepayment Period, (v) the
principal portion
of any related Substitution Adjustments deposited in the Custodial
Account
during the related Prepayment Period, (vi) any amounts required to
be reimbursed
to the Supplemental Interest Trust as provided in the Agreement,
(vii) any Net
Swap Payments or Swap Termination Payments not due to a Swap
Provider Trigger
Event owed to the Supplemental Interest Trust for payment to the
Swap Provider,
to the extent not paid from the Interest Remittance Amount, (viii)
any portion
of the Insured Amount for such Distribution Date representing the
amount of any
Realized Losses allocated to the Class A-1W Certificates for that
Distribution
Date and (ix) on the Distribution Date on which the Trust Fund is
to be
terminated pursuant to Section 9.01, the principal portion of the
termination
price received from the Master Servicer in connection with a
termination of the
Trust Fund to occur on such Distribution Date.
"Prospectus Supplement" That certain Prospectus Supplement
dated
____________ ___, 200_ relating to the public offering of the
Offered
Certificates.
"Purchase Price" With respect to any Mortgage Loan (or REO
Property)
required to be purchased pursuant to Section 2.02, 2.04 or 3.14, an
amount equal
to the sum of (i) 100% of the Stated Principal Balance thereof,
(ii) unpaid
accrued interest (or REO Imputed Interest) at the applicable Net
Mortgage Rate
on the Stated Principal Balance thereof outstanding during each Due
Period that
such interest was not paid or advanced, from the date through which
interest was
last paid by the Mortgagor or advanced and distributed to
Certificateholders
together with unpaid Master Servicing Fees, Sub-Servicing Fees and,
if such
Mortgage Loan is a PMI Mortgage Loan, fees due the PMI Insurer at
the PMI
Insurer Fee Rate, from the date through which interest was last
paid by the
Mortgagor, in each case to the first day of the month in which such
Purchase
Price is to be distributed, plus (iii) the aggregate of all
Advances and
Servicing Advances made in respect thereof that were not previously
reimbursed
and plus (iv) any costs and damages incurred by the Trust Fund in
connection
with any violation by such Mortgage Loan of any predatory-lending
law.
"Qualified
Insurer" Any insurance company duly qualified as such under
the laws of the state or states in which the related Mortgaged
Property or
Mortgaged Properties is or are located, duly authorized and
licensed in such
state or states to transact the type of insurance business in which
it is
engaged and approved as an insurer by the Master Servicer, so long
as the claims
paying ability of which is acceptable to the Rating Agencies for
pass-through
certificates having the same rating as the Certificates rated by
the Rating
Agencies as of the Closing Date.
"Qualified Substitute Mortgage Loan" A Mortgage Loan substituted by
the
Depositor for a Deleted Mortgage Loan which must, on the date of
such
substitution, as confirmed in an Officers' Certificate of the
Sponsor delivered
to the Trustee, (i) have an outstanding principal balance, after
deduction of
the principal portion of the monthly payment due in the month of
substitution
(or in the case of a substitution of more than one Mortgage Loan
for a Deleted
Mortgage Loan, an aggregate outstanding principal balance, after
such
deduction), not in excess of the Stated Principal Balance of the
Deleted
Mortgage Loan (the amount of any shortfall to be paid to the Master
Servicer for
deposit in the Custodial Account in the month of substitution);
(ii) have a
Mortgage Rate and a Net Mortgage Rate no lower than and not more
than 1% per
annum higher than the Mortgage Rate and Net Mortgage Rate,
respectively, of the
Deleted Mortgage Loan as of the date of substitution; (iii) have a
Loan-to-Value
Ratio at the time of substitution no higher than that of the
Deleted Mortgage
Loan at the time of substitution; (iv) have a remaining term to
stated maturity
not greater than (and not more than one year less than) that of the
Deleted
Mortgage Loan; (v) comply with each representation and warranty set
forth in
Section 2.04 hereof; and, (vi) comply with each representation and
warranty set
forth in the Mortgage Loan Purchase Agreement (other than
representations (xiv),
(xvi), (xxix) and (xxxiii) through (xli).
"Rating Agency" Standard & Poor's or Moody's and each of
their
successors. If such agencies and their successors are no longer in
existence,
"Rating Agency" shall be such nationally recognized statistical
rating agency,
or other comparable Person, designated by the Depositor, notice of
which
designation shall be given to the Trustee and Master Servicer.
References herein
to the two highest long term debt rating of a Rating Agency shall
mean "AA" or
better in the case of Standard & Poor's and "Aa2" or better in
the case of
Moody's and references herein to the highest short-term debt rating
of a Rating
Agency shall mean "A-1+" in the case of Standard & Poor's and
"P-1" in the case
of Moody's, and in the case of any other Rating Agency such
references shall
mean such rating categories without regard to any plus or
minus.
"Realized Loss" With respect to each Mortgage Loan or REO Property
as
to which a Cash Liquidation or REO Disposition has occurred, an
amount (not less
than zero) equal to (i) the Stated Principal Balance of the
Mortgage Loan as of
the date of Cash Liquidation or REO Disposition, plus (ii) interest
(and REO
Imputed Interest, if any) at the Net Mortgage Rate from the Due
Date as to which
interest was last paid or advanced to Certificateholders up to the
date of the
Cash Liquidation or REO Disposition on the Stated Principal Balance
of such
Mortgage Loan outstanding during each Due Period that such interest
was not paid
or advanced, minus (iii) the proceeds, if any, received during the
month in
which such Cash Liquidation or REO Disposition occurred, to the
extent applied
as recoveries of interest at the Net Mortgage Rate and to principal
of the
Mortgage Loan, net of the portion thereof reimbursable to the
Master Servicer or
any Sub-Servicer with respect to related Advances or Servicing
Advances not
previously reimbursed. 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.
"Record Date" With respect to the Class C Certificates and any
Offered
Certificates which are not Book-Entry Certificates and each
Distribution Date,
the last Business Day of the month immediately preceding the month
of the
related Distribution Date. With respect to each Distribution Date
and any
Offered Certificates which are Book-Entry Certificates, the
Business Day prior
to such Distribution Date.
"Regular Certificate" Any of the Certificates other than a
Residual
Certificate.
"Regulation AB" Subpart 229,1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may be
amended from
time to time, and subject to such clarification and interpretation
as have been
provided by the Commission in the adopting release (Asset-Backed
Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531
(Jan.7, 2005)) or
by the staff of the Commission, or as may be provided by the
Commission or its
staff from time to time.
"Relief Act" The Servicemembers Relief Act, as amended, and
similar
legislation or regulations.
"Relief Act Interest Shortfall" With respect to any Distribution
Date,
for any Mortgage Loan with respect to which there has been a
reduction in the
amount of interest collectible thereon for the most recently ended
Due Period as
a result of the application of the Relief Act, the amount by which
(i) interest
collectible on such Mortgage Loan during such Due Period is less
than (ii) one
month's interest on the Stated Principal Balance of such Mortgage
Loan at the
Loan Rate for such Mortgage Loan before giving effect to the
application of the
Relief Act.
"REMIC" A "real estate mortgage investment conduit" within the
meaning
of Section 860D of the Code.
"REMIC 1" The segregated pool of assets subject hereto (exclusive
of
the Net WAC Shortfall Reserve Fund and the Swap Account) with
respect to which a
REMIC election is to be made, conveyed in trust to the Trustee, for
the benefit
of the Holders of the REMIC 1 Regular Interests and the Holders of
the Class R
Certificates (as holders of the Class R-1 Interest), consisting of:
(i) each
Mortgage Loan (exclusive of payments of principal and interest due
on or before
the Cut-off Date, if any, received by the Master Servicer which
shall not
constitute an asset of the Trust Fund) as from time to time are
subject to this
Agreement and all payments under and proceeds of such Mortgage
Loans (exclusive
of any prepayment fees and late payment charges received on the
Mortgage Loans),
together with all documents included in the related Mortgage File,
subject to
Section 2.01; (ii) such funds or assets as from time to time are
deposited in
the Custodial Account or the Certificate Account and belonging to
the Trust
Fund; (iii) any REO Property; (iv) the Primary Hazard Insurance
Policies, if
any, the Primary Insurance Policies, if any, and all other
Insurance Policies
with respect to the Mortgage Loans; (v) [reserved]; and (vi) the
Depositor's
interest in respect of the representations and warranties made by
the Sponsor in
the Mortgage Loan Purchase Agreement as assigned to the Trustee
pursuant to
Section 2.04 hereof.
"REMIC 1 Regular Interest": Any of the 120 separate
non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and
designated as a
"regular interest" in REMIC 1. Each REMIC 1 Regular Interest shall
accrue
interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from
time to time, and shall be entitled to distributions of principal,
subject to
the terms and conditions hereof, in an aggregate amount equal to
its initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
"REMIC 2 Regular Interest AA": One of the separate
non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and
designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest AA shall
accrue interest
at the related Uncertificated REMIC 2 Pass-Through Rate in effect
from time to
time, and shall be entitled to distributions of principal, subject
to the terms
and conditions hereof, in an aggregate amount equal to its
initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
"REMIC 2 Regular Interest A-1": One of the separate
non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and
designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest A-1 shall
accrue interest
at the related Uncertificated REMIC 2 Pass-Through Rate in effect
from time to
time, and shall be entitled to distributions of principal, subject
to the terms
and conditions hereof, in an aggregate amount equal to its
initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
"REMIC 2 Regular Interest A-1M": One of the separate
non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and
designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest A-1M shall
accrue interest
at the related Uncertificated REMIC 2 Pass-Through Rate in effect
from time to
time, and shall be entitled to distributions of principal, subject
to the terms
and conditions hereof, in an aggregate amount equal to its
initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
"REMIC 2 Regular Interest A-1W": One of the separate
non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and
designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest A-1W shall
accrue interest
at the related Uncertificated REMIC 2 Pass-Through Rate in effect
from time to
time, and shall be entitled to distributions of principal, subject
to the terms
and conditions hereof, in an aggregate amount equal to its
initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
"REMIC 2 Regular Interest A-2A": One of the separate
non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and
designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest A-2A shall
accrue interest
at the related Uncertificated REMIC 2 Pass-Through Rate in effect
from time to
time, and shall be entitled to distributions of principal, subject
to the terms
and conditions hereof, in an aggregate amount equal to its
initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
"REMIC 2 Regular Interest A-2B": One of the separate
non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and
designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest A-2B shall
accrue interest
at the related Uncertificated REMIC 2 Pass-Through Rate in effect
from time to
time, and shall be entitled to distributions of principal, subject
to the terms
and conditions hereof, in an aggregate amount equal to its
initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
"REMIC 2 Regular Interest A-2C": One of the separate
non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and
designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest A-2C shall
accrue interest
at the related Uncertificated REMIC 2 Pass-Through Rate in effect
from time to
time, and shall be entitled to distributions of principal, subject
to the terms
and conditions hereof, in an aggregate amount equal to its
initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
"REMIC 2 Regular Interest A-2D": One of the separate
non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and
designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest A-2D shall
accrue interest
at the related Uncertificated REMIC 2 Pass-Through Rate in effect
from time to
time, and shall be entitled to distributions of principal, subject
to the terms
and conditions hereof, in an aggregate amount equal to its
initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
"REMIC 2 Regular Interest M-1": One of the separate
non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and
designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest M-1 shall
accrue interest
at the related Uncertificated REMIC 2 Pass-Through Rate in effect
from time to
time, and shall be entitled to distributions of principal, subject
to the terms
and conditions hereof, in an aggregate amount equal to its
initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
"REMIC 2 Regular Interest M-2": One of the separate
non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and
designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest M-2 shall
accrue interest
at the related Uncertificated REMIC 2 Pass-Through Rate in effect
from time to
time, and shall be entitled to distributions of principal, subject
to the terms
and conditions hereof, in an aggregate amount equal to its
initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
"REMIC 2 Regular Interest M-3": One of the separate
non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and
designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest M-3 shall
accrue interest
at the related Uncertificated REMIC 2 Pass-Through Rate in effect
from time to
time, and shall be entitled to any Prepayment Charges relating to
the Mortgage
Loans collected by the Master Servicer and to a distribution of
principal,
subject to the terms and conditions hereof, in an aggregate amount
equal to its
initial Uncertificated Principal Balance as set forth in the
Preliminary
Statement hereto.
"REMIC 2 Regular Interest M-4": One of the separate
non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and
designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest M-4 shall
accrue interest
at the related Uncertificated REMIC 2 Pass-Through Rate in effect
from time to
time, and shall be entitled to any Prepayment Charges relating to
the Mortgage
Loans collected by the Master Servicer and to a distribution of
principal,
subject to the terms and conditions hereof, in an aggregate amount
equal to its
initial Uncertificated Principal Balance as set forth in the
Preliminary
Statement hereto.
"REMIC 2 Regular Interest M-5": One of the separate
non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and
designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest M-5 shall
accrue interest
at the related Uncertificated REMIC 2 Pass-Through Rate in effect
from time to
time, and shall be entitled to any Prepayment Charges relating to
the Mortgage
Loans collected by the Master Servicer and to a distribution of
principal,
subject to the terms and conditions hereof, in an aggregate amount
equal to its
initial Uncertificated Principal Balance as set forth in the
Preliminary
Statement hereto.
"REMIC 2 Regular Interest M-6": One of the separate
non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and
designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest M-6 shall
accrue interest
at the related Uncertificated REMIC 2 Pass-Through Rate in effect
from time to
time, and shall be entitled to any Prepayment Charges relating to
the Mortgage
Loans collected by the Master Servicer and to a distribution of
principal,
subject to the terms and conditions hereof, in an aggregate amount
equal to its
initial Uncertificated Principal Balance as set forth in the
Preliminary
Statement hereto.
"REMIC 2 Regular Interest M-7": One of the separate
non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and
designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest M-7 shall
accrue interest
at the related Uncertificated REMIC 2 Pass-Through Rate in effect
from time to
time, and shall be entitled to any Prepayment Charges relating to
the Mortgage
Loans collected by the Master Servicer and to a distribution of
principal,
subject to the terms and conditions hereof, in an aggregate amount
equal to its
initial Uncertificated Principal Balance as set forth in the
Preliminary
Statement hereto.
"REMIC 2 Regular Interest M-8": One of the separate
non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and
designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest M-8 shall
accrue interest
at the related Uncertificated REMIC 2 Pass-Through Rate in effect
from time to
time, and shall be entitled to any Prepayment Charges relating to
the Mortgage
Loans collected by the Master Servicer and to a distribution of
principal,
subject to the terms and conditions hereof, in an aggregate amount
equal to its
initial Uncertificated Principal Balance as set forth in the
Preliminary
Statement hereto.
"REMIC 2 Regular Interest B": One of the separate
non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and
designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest B shall
accrue interest at
the related Uncertificated REMIC 2 Pass-Through Rate in effect from
time to
time, and shall be entitled to any Prepayment Charges relating to
the Mortgage
Loans collected by the Master Servicer and to a distribution of
principal,
subject to the terms and conditions hereof, in an aggregate amount
equal to its
initial Uncertificated Principal Balance as set forth in the
Preliminary
Statement hereto.
"REMIC 2 Regular Interest IO": One of the separate
non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and
designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest IO shall
accrue interest
at the related Uncertificated REMIC 2 Pass-Through Rate in effect
from time to
time and shall not be entitled to any distributions of
principal.
"REMIC 2 Regular Interest P": One of the separate
non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and
designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest P shall
accrue interest at
the related Uncertificated REMIC 2 Pass-Through Rate in effect from
time to
time, and shall be entitled to distributions of principal, subject
to the terms
and conditions hereof, in an aggregate amount equal to its
initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
"REMIC 2 Regular Interest ZZ": One of the separate
non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and
designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest ZZ shall
accrue interest
at the related Uncertificated REMIC 2 Pass-Through Rate in effect
from time to
time, and shall be entitled to distributions of principal, subject
to the terms
and conditions hereof, in an aggregate amount equal to its
initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
"REMIC 2 Regular Interests": REMIC 2 Regular Interest AA, REMIC
2
Regular Interest A-1, REMIC 2 Regular Interest A-1M, REMIC 2
Regular Interest
A-1W, REMIC 2 Regular Interest A-2A, REMIC 2 Regular Interest A-2B,
REMIC 2
Regular Interest A-2C, REMIC 2 Regular Interest A-2D, REMIC 2
Regular Interest
M-1, REMIC 2 Regular Interest M-2, REMIC 2 Regular Interest M-3,
REMIC 2 Regular
Interest M-4, REMIC 2 Regular Interest M-5, REMIC 2 Regular
Interest M-6, REMIC
2 Regular Interest M-7, REMIC 2 Regular Interest M-8, REMIC 2
Regular Interest
B, REMIC 2 Regular Interest ZZ, REMIC 2 Regular Interest IO and
REMIC 2 Regular
Interest P.
"REMIC 2 Interest Loss Allocation Amount": With respect to any
Distribution Date, an amount equal to (a) the product of (i) the
Aggregate
Stated Principal Balance of the Mortgage Loans and related REO
Properties then
outstanding and (ii) the Uncertificated REMIC 2 Pass-Through Rate
for REMIC 2
Regular Interest AA minus the Marker Rate, divided by (b) 12.
"REMIC 2 Overcollateralized Amount": With respect to any date
of
determination, (i) 1% of the aggregate Uncertificated Principal
Balances of
REMIC 2 Regular Interest AA, REMIC 2 Regular Interest A-1, REMIC 2
Regular
Interest A-1M, REMIC 2 Regular Interest A-1W, REMIC 2 Regular
Interest A-2A,
REMIC 2 Regular Interest A-2B, REMIC 2 Regular Interest A-2C, REMIC
2 Regular
Interest A-2D, REMIC 2 Regular Interest M-1, REMIC 2 Regular
Interest M-2, REMIC
2 Regular Interest M-3, REMIC 2 Regular Interest M-4, REMIC 2
Regular Interest
M-5, REMIC 2 Regular Interest M-6, REMIC 2 Regular Interest M-7,
REMIC 2 Regular
Interest M-8, REMIC 2 Regular Interest B and REMIC 2 Regular
Interest ZZ, minus
(ii) the aggregate of the Uncertificated Principal Balances of
REMIC 2 Regular
Interest A-1, REMIC 2 Regular Interest A-1M, REMIC 2 Regular
Interest A-1W,
REMIC 2 Regular Interest A-2A, REMIC 2 Regular Interest A-2B, REMIC
2 Regular
Interest A-2C, REMIC 2 Regular Interest A-2D, REMIC 2 Regular
Interest M-1,
REMIC 2 Regular Interest M-2, REMIC 2 Regular Interest M-3, REMIC 2
Regular
Interest M-4, REMIC 2 Regular Interest M-5, REMIC 2 Regular
Interest M-6, REMIC
2 Regular Interest M-7, REMIC 2 Regular Interest M-8 and REMIC 2
Regular
Interest B, in each case as of such date of determination.
"REMIC 2 Principal Loss Allocation Amount": With respect to any
Distribution Date and the mortgage loans, an amount equal to (a)
the product of
(i) the Aggregate Stated Principal Balance of the Mortgage Loans
and related REO
Properties then outstanding and (ii) 1 minus a fraction, the
numerator of which
is two times the aggregate of the Uncertificated Principal Balances
of REMIC 2
Regular Interest A-1, REMIC 2 Regular Interest A-1M, REMIC 2
Regular Interest
A-1W, REMIC 2 Regular Interest A-2A, REMIC 2 Regular Interest A-2B,
REMIC 2
Regular Interest A-2C, REMIC 2 Regular Interest A-2D, REMIC 2
Regular Interest
M-1, REMIC 2 Regular Interest M-2, REMIC 2 Regular Interest M-3,
REMIC 2 Regular
Interest M-4, REMIC 2 Regular Interest M-5, REMIC 2 Regular
Interest M-6, REMIC
2 Regular Interest M-7, REMIC 2 Regular Interest M-8 and REMIC 2
Regular
Interest B, and the denominator of which is the aggregate of the
Uncertificated
Principal Balances of REMIC 2 Regular Interest A-1, REMIC 2 Regular
Interest
A-1M, REMIC 2 Regular Interest A-1W, REMIC 2 Regular Interest A-2A,
REMIC 2
Regular Interest A-2B, REMIC 2 Regular Interest A-2C, REMIC 2
Regular Interest
A-2D, REMIC 2 Regular Interest M-1, REMIC 2 Regular Interest M-2,
REMIC 2
Regular Interest M-3, REMIC 2 Regular Interest M-4, REMIC 2 Regular
Interest
M-5, REMIC 2 Regular Interest M-6, REMIC 2 Regular Interest M-7,
REMIC 2 Regular
Interest M-8, REMIC 2 Regular Interest B and REMIC 2 Regular
Interest ZZ.
"REMIC 2 Overcollateralization Target Amount": 1% of the
Overcollateralization Target Amount.
"REMIC 3": The segregated pool of assets consisting of all of the
REMIC
2 Regular Interests conveyed in trust to the Trustee, for the
benefit of the
Holders of the Regular Certificates and the Holders of the Class R
Certificates
(as holders of the Class R-3 Interest), pursuant to Article II
hereunder, and
all amounts deposited therein, with respect to which a separate
REMIC election
is to be made.
"REMIC Provisions": Provisions of the federal income tax law
relating
to real estate mortgage investment conduits, which appear at
Sections 860A
through 860G of Subchapter M of Chapter 1 of the Code, and related
provisions,
and proposed, temporary and final regulations and published
rulings, notices and
announcements promulgated thereunder, as the foregoing may be in
effect from
time to time.
"REMIC Regular Interest": A REMIC 1 Regular Interest, REMIC 2
Regular
Interest or Regular Certificate.
"Remittance Report" A report prepared by the Master Servicer
providing
the information set forth in Exhibit E attached hereto.
"REO Acquisition" The acquisition by the Master Servicer on behalf
of
the Trustee for the benefit of the Certificateholders of any REO
Property
pursuant to Section 3.15.
"REO Disposition" The receipt by the Master Servicer of
Insurance
Proceeds, Liquidation Proceeds and other payments and recoveries
(including
proceeds of a final sale) which the Master Servicer expects to be
finally
recoverable from the sale or other disposition of the REO
Property.
"REO Imputed Interest" As to any REO Property, for any period,
an
amount equivalent to interest (at the Mortgage Rate that would have
been
applicable to the related Mortgage Loan had it been outstanding) on
the unpaid
principal balance of the Mortgage Loan as of the date of
acquisition thereof (as
such balance is reduced pursuant to Section 3.15 by any income from
the REO
Property treated as a recovery of principal).
"REO
Proceeds" Proceeds, net of directly related expenses, received
in
respect of any REO Property (including, without limitation,
proceeds from the
rental of the related Mortgaged Property and of any REO
Disposition), which
proceeds are required to be deposited into the Custodial Account as
and when
received.
"REO Property" A Mortgaged Property acquired by the Master Servicer
on
behalf of the Trust Fund through foreclosure or deed-in-lieu of
foreclosure in
connection with a defaulted Mortgage Loan.
"Request for Release" A release signed by a Servicing Officer, in
the
form of Exhibits F-1 or F-2 attached hereto.
"Residual Interest" The sole Class of "residual interests" in a
REMIC
within the meaning of Section 860G(a)(2) of the Code.
"Responsible Officer" When used with respect to the Trustee,
the
Chairman or Vice Chairman of the Board of Directors or Trustees,
the Chairman or
Vice Chairman of the Executive or Standing Committee of the Board
of Directors
or Trustees, the President, the Chairman of the Committee on Trust
Matters, any
vice president, any assistant vice president, the Secretary, any
assistant
secretary, the Treasurer, any assistant treasurer, any trust
officer or
assistant trust officer or any other officer of the Trustee
customarily
performing functions similar to those performed by any of the above
designated
officers and also, with respect to a particular matter, any other
officer to
whom such matter is referred because of such officer's knowledge of
and
familiarity with the particular subject.
"Servicing Account" The account or accounts created and
maintained
pursuant to Section 3.09.
"Servicing Advances" All customary, reasonable and necessary "out
of
pocket" costs and expenses incurred in connection with a default,
delinquency or
other unanticipated event in the performance by the Master Servicer
or any
Sub-Servicer of its servicing obligations, including, but not
limited to, the
cost of (i) the preservation, restoration and protection of a
Mortgaged
Property, (ii) any enforcement or judicial proceedings, including
foreclosures,
including any expenses incurred in relation to any such proceedings
that result
from the Mortgage Loan being registered on the MERS System, (iii)
the management
and liquidation of any REO Property, including reasonable fees paid
to any
independent contractor in connection therewith, and (iv) compliance
with the
obligations under the second paragraph of Section 3.01, Section
3.09 and Section
3.13 (other than any deductible described in the last paragraph
thereof).
"Servicing Criteria" The "servicing criteria" set forth in Item
1122(d)
of Regulation AB, as such may be amended from time to time, or
those Servicing
Criteria otherwise mutually agreed to by Sponsor and the applicable
Servicer in
response to evolving interpretations of Regulation AB and
incorporated into a
revised Exhibit N.
"Servicing Guide" The Impac Funding Corporation Servicing Guide
attached hereto as Exhibit K.
"Servicing Officer" Any officer of the Master Servicer involved in,
or
responsible for, the administration and servicing of the Mortgage
Loans, whose
name and specimen signature appear on a list of servicing officers
furnished to
the Trustee by the Master Servicer, as such list may from time to
time be
amended.
"Single Certificate" A Regular Certificate of any Class (other than
a
Class P Certificate) evidencing an Initial Certificate Principal
Balance of
$1,000, or, in the case of a Class P Certificate, a Certificate of
such Class
evidencing an Initial Certificate Principal Balance of $100.
"Sponsor" Impac Funding Corporation, or its successor in
interest.
"Standard & Poor's" Standard & Poor's Ratings Services, a
division of
The McGraw Hill Companies, Inc., or its successor in interest.
"Startup Day" The day designated as such pursuant to Article X
hereof.
"Stated Principal Balance" With respect to any Mortgage Loan or
related
REO Property at any given time, (i) the principal balance of the
Mortgage Loan
outstanding as of the Cut-off Date, after application of principal
payments due
on or before such date, whether or not received, minus (ii) the sum
of (a) the
principal portion of the Monthly Payments due with respect to such
Mortgage Loan
or REO Property during each Due Period ending prior to the most
recent
Distribution Date which were received or with respect to which an
Advance was
made, and (b) all Principal Prepayments with respect to such
Mortgage Loan or
REO Property, and all Insurance Proceeds, Liquidation Proceeds and
REO Proceeds
to the extent applied by the Master Servicer as recoveries of
principal in
accordance with Section 3.15 with respect to such Mortgage Loan or
REO Property,
which were distributed pursuant to Section 4.01 on any previous
Distribution
Date, and (c) any Realized Loss with respect thereto allocated
pursuant to
Section 4.07 for any previous Distribution Date.
"Step-Up Date" The first Distribution Date following the first
month in
which the aggregate Stated Principal Balance of the Mortgage Loans,
and
properties acquired in respect thereof, remaining in the trust has
been reduced
to less than or equal to 10% of the Cut-off Date Balance.
"Stepdown Date" The earlier of (i) the first Distribution Date on
which
the Certificate Principal Balances of the Class A Certificates have
been reduced
to zero and (ii) the later to occur of (x) the Distribution Date
occurring in
_________ 200_ and (y) the first Distribution Date on which the
aggregate
Certificate Principal Balance of the Class A Certificates
(calculated for this
purpose only after taking into account the receipt of principal on
the Mortgage
Loans, but prior to any distribution of principal to the Holders of
the
Certificates) is less than or equal to approximately ____% of the
aggregate
principal balance of the Mortgage Loans, calculated 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.
"Stepdown Target Subordination Percentage" For each Class of
Subordinate Certificates, the respective percentages indicated in
the following
table:
Stepdown Target
Subordination
Percentage
---------------
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 B................................
"Subordinate Certificates" The Class M-1, Class M-2, Class M-3,
Class
M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class B
Certificates.
"Subordinate Class Principal Distribution Amount" For any Class
of
Subordinate Certificates and any Distribution Date, the excess of
(1) the sum of
(a) the aggregate Certificate Principal Balance of the Class A
Certificates
(after taking into account distribution of the Class A Principal
Distribution
Amount for such Distribution Date), (b) the aggregate Certificate
Principal
Balance of any Class(es) of Subordinate Certificates that are
senior to the
subject Class (in each case, after taking into account distribution
of the
Subordinate Class Principal Distribution Amount(s) for such senior
Class(es) of
Certificates for such Distribution Date) and (c) the Certificate
Principal
Balance of the subject Class of Subordinate Certificates
immediately prior to
such Distribution Date over (2) the lesser of (a) the product of
(x) 100% minus
the Stepdown Target Subordination Percentage for the subject Class
of
Certificates and (y) the aggregate Stated Principal Balance of the
Mortgage
Loans for such Distribution Date and (b) the aggregate Stated
Principal Balance
of the Mortgage Loans for such Distribution Date minus the OC
Floor; provided,
however, that if such Class of Subordinate Certificates is the only
Class of
Subordinate Certificates outstanding on such Distribution Date,
that Class will
be entitled to receive the entire remaining Principal Distribution
Amount until
the Certificate Principal Balance thereof is reduced to zero.
"Subsequent Recoveries" Any Liquidation Proceeds (net of amounts
owed
to the Master Servicer or any Sub-servicer with respect to the
related Mortgage
Loan) received after the final liquidation of a Mortgage Loan. If
Subsequent
Recoveries are received, they will be included as part of the
Principal
Remittance Amount for the following Distribution Date and
distributed in
accordance with the priorities described in Section 4.01 of this
Agreement. In
addition, after giving effect to all distributions on a
Distribution Date, if
any Allocated Realized Loss Amounts are outstanding, the Allocated
Realized Loss
Amount for the Class of Offered Certificates then outstanding with
the highest
distribution priority will be decreased by the amount of such
Subsequent
Recoveries until reduced to zero (with any remaining Subsequent
Recoveries
applied to reduce the Allocated Realized Loss Amount of the Class
with the next
highest distribution priority), and the Certificate Principal
Balance of such
Class or Classes of Offered Certificates will be increased by the
same amount.
Thereafter, such Class or Classes of Offered Certificates will
accrue interest
on the increased Certificate Principal Balance.
"Sub-Servicer" Any Person with which the Master Servicer has
entered
into a Sub-Servicing Agreement and which meets the qualifications
of a
Sub-Servicer pursuant to Section 3.02.
"Sub-Servicer Remittance Date" The 18th day of each month, or if
such
day is not a Business Day, the immediately preceding Business
Day.
"Sub-Servicing Account" An account established by a Sub-Servicer
which
meets the requirements set forth in Section 3.08 and is otherwise
acceptable to
the Master Servicer.
"Sub-Servicing Agreement" The written contract between the
Master
Servicer and a Sub-Servicer and any successor Sub-Servicer relating
to servicing
and administration of certain Mortgage Loans as provided in Section
3.02.
"Sub-Servicing Fees" As to each Mortgage Loan, an amount, payable
out
of any payment of interest on the Mortgage Loan, equal to interest
at the
Sub-Servicing Fee Rate on the Stated Principal Balance of such
Mortgage Loan as
of the Due Date in the calendar month preceding the month in which
the payment
of the Servicing Fee is due (alternatively, in the event such
payment of
interest accompanies a Principal Prepayment in Full made by the
Mortgagor,
interest for the number of days covered by such payment of
interest).
"Sub-Servicing Fee Rate" On each adjustable rate Mortgage Loan, a
rate
equal to _____% per annum. On each fixed rate first lien Mortgage
Loan, a rate
equal to _____% per annum. On each fixed rate second lien Mortgage
Loan, a rate
equal to _____% per annum.
"Substitution Adjustment" As defined in Section 2.04 hereof.
"Supplemental Interest Trust" The corpus of a trust created
pursuant to
Section 3.20 of this Agreement and designated as the "Supplemental
Interest
Trust," consisting of the Swap Agreement and the Swap Account. For
the avoidance
of doubt, the Supplemental Interest Trust, the Swap Agreement, the
Swap Account
and the Swap Administration Agreement do not constitute parts of
the Trust Fund
or any REMIC.
"Supplemental Interest Trust Trustee" [NAME OF THE TRUSTEE], a
national
banking association not in its individual capacity but solely in
its capacity as
supplemental interest trust trustee under the Swap Administration
Agreement and
the Swap Agreement, and any successor thereto, and any corporation
or national
banking association resulting from or surviving any consolidation
or merger to
which it or its successors may be a party and any successor
supplemental
interest trust trustee as may from time to time be serving as
successor
supplemental interest trust trustee.
"Swap Account" The separate trust account created and maintained by
the
Swap Administrator, and held within the Supplemental Interest
Trust, pursuant to
the Swap Administration Agreement.
"Swap Administrator" [NAME OF THE SWAP ADMINISTRATOR] acting as
swap
administrator under the Swap Administration Agreement.
"Swap Administration Agreement" The Swap Administration
Agreement,
dated __________ ___, 200_, pursuant to which the Swap
Administrator will make
payments to the Swap Provider and the Trust Fund, and certain other
payments, as
such agreement may be amended or supplemented from time to
time.
"Swap Agreement" The interest rate swap agreement between the
Swap
Provider and Supplemental Interest Trust Trustee, acting as trustee
on behalf of
the Supplemental Interest Trust, which agreement provides for Net
Swap Payments
and Swap Termination Payments to be paid, as provided therein,
together with any
schedules, confirmations or other agreements relating thereto,
attached hereto
as Exhibit M.
"Swap LIBOR" LIBOR as determined pursuant to the Swap
Agreement.
"Swap Provider" The swap provider under the Swap Agreement either
(a)
entitled to receive payments from the Swap Administrator from
amounts payable by
the Trust Fund under this Agreement or (b) required to make
payments to the Swap
Administrator for payment to the Trust Fund, in either case
pursuant to the
terms of the Swap Agreement, and any successor in interest or
assign. Initially,
the Swap Provider shall be Barclays Bank PLC.
"Swap Provider Trigger Event" With respect to any Distribution
Date,
(i) an Event of Default under the Swap Agreement with respect to
which the Swap
Provider is a Defaulting Party, (ii) a Termination Event under the
Swap
Agreement with respect to which the Swap Provider is the sole
Affected Party, or
(iii) an Additional Termination Event under the Swap Agreement with
respect to
which the Swap Provider is the sole Affected Party.
"Swap Termination Payment" Upon the designation of an "Early
Termination Date" as defined in the Swap Agreement, the payment to
be made by
the Swap Administrator to the Swap Provider from payments from the
Trust Fund,
or by the Swap Provider to the Swap Administrator for payment to
the Trust Fund,
as applicable, pursuant to the terms of the Swap Agreement.
"Tax Returns" The federal income tax return on Internal Revenue
Service
Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax
Return,
including Schedule Q thereto, Quarterly Notice to Residual Interest
Holders of
REMIC Taxable Income or Net Loss Allocation, or any successor
forms, to be filed
on behalf of REMIC 1, REMIC 2 and REMIC 3 due to their
classification as REMICs
under the REMIC Provisions, together with any and all other
information, reports
or returns that may be required to be furnished to the
Certificateholders or
filed with the Internal Revenue Service or any other governmental
taxing
authority under any applicable provisions of federal, state or
local tax laws.
"Transfer" Any direct or indirect transfer, sale, pledge,
hypothecation
or other form of assignment of any Ownership Interest in a
Certificate.
"Transferor" Any Person who is disposing by Transfer of any
Ownership
Interest in a Certificate.
"Trigger Event" A Trigger Event is in effect with respect to
any
Distribution Date if
(1) the average three-month rolling percentage obtained by dividing
(x)
the aggregate principal balance of Mortgage Loans that are 60 or
more days
delinquent (including for this purpose any such Mortgage Loans in
foreclosure,
Mortgage Loans with respect to which the related mortgaged property
has been
acquired by the trust, and Mortgage Loans discharged due to
bankruptcy) as of
the last day of the previous calendar month by (y) the aggregate
principal
balance of the Mortgage Loans, in each case, as of the last day of
the previous
calendar month, exceeds the product of the applicable percentage
listed directly
below and the Credit Enhancement Percentage
CLASS
PERCENTAGE
---------
----------
Class A
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 B
or
(2) the cumulative amount of Realized Losses incurred on the
Mortgage
Loans from the Cut-off Date through the end of the calendar month
immediately
preceding such Distribution Date divided by the Cut-off Date
Balance exceeds (i)
___% with respect to the Distribution Date occurring in __________
200_, plus an
additional 1/12th of ___% for each month thereafter up to and
including the
Distribution Date in __________ 200_, (ii) ___% with respect to the
Distribution
Date occurring in __________ 200_, plus an additional 1/12th of
___% for each
month thereafter up to and including the Distribution Date in
_________ 200_,
(iii) ___% with respect to the Distribution Date occurring in
_________ 20__,
plus an additional 1/12th of ___% for each month thereafter up to
and including
the Distribution Date in _________ 20__, (iv) ___% with respect to
the
Distribution Date occurring in __________ 20__, plus an additional
1/12th of
___% for each month thereafter up to and including the Distribution
Date in
December 20__ and (v) ___%with respect to any Distribution Date
occurring in
__________ 20__ and thereafter.
For purposes of the foregoing calculation, a Mortgage Loan is
considered "60
days" delinquent if a payment due on the first day of a month has
not been
received by the second day of the second following month.
"Trustee" [NAME OF THE TRUSTEE], or its successor in interest, or
any
successor trustee appointed as herein provided.
"Trust Fund" REMIC 1, REMIC 2, REMIC 3, the Supplemental
Interest
Trust, Swap Administration Agreement, Swap Account, Swap Agreement
and the Net
WAC Shortfall Reserve Fund.
"Uncertificated Accrued Interest": With respect to each
Uncertificated
REMIC Regular Interest on each Distribution Date, an amount equal
to one month's
interest at the related Uncertificated Pass-Through Rate on the
Uncertificated
Principal Balance of such Uncertificated REMIC Regular Interest. In
each case,
Uncertificated Accrued Interest will be reduced by any Net
Prepayment Interest
Shortfalls and Relief Act Interest Shortfalls (allocated to such
Uncertificated
REMIC Regular Interests as set forth in Section 1.03).
"Uncertificated Notional Amount": With respect to REMIC 2
Regular
Interest IO and each Distribution Date listed below, the
aggregate
Uncertificated Principal Balance of the REMIC I Regular Interests
ending with
the designation "A" listed below:
DISTRIBUTION DATE
REMIC II REGULAR INTERESTS
-----------------
----------------------------------------------------------
1 and 2
I-1-A through I-59-A
3
I-2-A through I-59-A
4
I-3-A through I-59-A
5
I-4-A through I-59-A
6
I-5-A through I-59-A
7
I-6-A through I-59-A
8
I-7-A through I-59-A
9
I-8-A through I-59-A
10
I-9-A through I-59-A
11
I-10-A through I-59-A
12
I-11-A through I-59-A
13
I-12-A through I-59-A
14
I-13-A through I-59-A
15
I-14-A through I-59-A
16
I-15-A through I-59-A
17
I-16-A through I-59-A
18
I-17-A through I-59-A
19
I-18-A through I-59-A
20
I-19-A through I-59-A
21
I-20-A through I-59-A
22
I-21-A through I-59-A
23
I-22-A through I-59-A
24
I-23-A through I-59-A
25
I-24-A through I-59-A
26
I-25-A through I-59-A
27
I-26-A through I-59-A
28
I-27-A through I-59-A
29
I-28-A through I-59-A
30
I-29-A through I-59-A
31
I-30-A through
I-59-A
32
I-31-A through I-59-A
33
I-32-A through I-59-A
34
I-33-A through I-59-A
35
I-34-A through I-59-A
36
I-35-A through I-59-A
37
I-36-A through I-59-A
38
I-37-A through I-59-A
39
I-38-A through I-59-A
40
I-39-A through I-59-A
41
I-40-A through I-59-A
42
I-41-A through I-59-A
43
I-42-A through I-59-A
44
I-43-A through I-59-A
45
I-44-A through I-59-A
46
I-45-A through I-59-A
47
I-46-A through I-59-A
48
I-47-A through I-59-A
49
I-48-A through I-59-A
50
I-49-A through I-59-A
51
I-50-A through I-59-A
52
I-51-A through I-59-A
53
I-52-A through I-59-A
54
I-53-A through I-59-A
55
I-54-A through I-59-A
56
I-55-A through I-59-A
57
I-56-A through I-59-A
58
I-57-A and I-59-A
59
I-58-A and I-59-A
60
I-59-A
thereafter
$0.00
With respect to the Class IO Interest and any Distribution Date,
an
amount equal to the Uncertificated Notional Amount of REMIC 2
Regular Interest
IO.
"Uncertificated Pass-Through Rates: The Uncertificated REMIC 1
Pass-Through Rate and Uncertificated REMIC 2 Pass-Through Rate.
"Uncertificated Principal Balance": With respect to each
Uncertificated
REMIC Regular Interest, the principal amount of such Uncertificated
REMIC
Regular Interest outstanding as of any date of determination. As of
the Closing
Date, the Uncertificated Principal Balance of each Uncertificated
REMIC Regular
Interest shall equal the amount set forth in the Preliminary
Statement hereto as
its initial Uncertificated Principal Balance. On each Distribution
Date, the
Uncertificated Principal Balance of each such Uncertificated REMIC
Regular
Interest shall be reduced by all distributions of principal made on
such
Uncertificated REMIC Regular Interest on such Distribution Date
pursuant to
Section 4.04 and, if and to the extent necessary and appropriate,
shall be
further reduced on such Distribution Date by Realized Losses as
provided in
Section 4.05. The Uncertificated Principal Balance of REMIC 2
Regular Interest
ZZ shall be increased by interest deferrals as provided in Section
4.04. The
Uncertificated Principal Balance of each Uncertificated REMIC
Regular Interest
shall never be less than zero.
"Uncertificated REMIC 1 Pass-Through Rate": With respect to REMIC
1
Regular Interest A-I, a per annum rate equal to the weighted
average of the Net
Mortgage Rates of the Mortgage Loans. For the first Distribution
Date only with
respect to each REMIC 1 Regular Interest ending with the
designation "A", a per
annum rate equal to the weighted average of the Net Mortgage Rates
of the
Mortgage Loans multiplied by 2, subject to a maximum rate of
7.449%. For the
first Distribution Date only with respect to each REMIC 1 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 Net
Mortgage Rates of the Mortgage Loans, over (ii) 7.449% and (y)
0.00%. After the
first Distribution Date, with respect to each REMIC 1 Regular
Interest ending
with the designation "A" and "B", a per annum rate equal to the
Uncertificated
REMIC 1 Pass-Through Rates as provided in the following table:
<TABLE>
<CAPTION>
DISTRIBUTION DATE
REMIC 1 REGULAR INTEREST
RATE
-----------------
----------------------------------------
-----------------------------------------------------------------
<S>
<C>
<C>
2
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to ______%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus ______% and (ii) ______%
3
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to ______%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus ______% and (ii) ______%
4
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to ______%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus ______% and (ii) ______%
5
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to ______%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus ______% and (ii) ______%
6
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to ______%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus ______% and (ii) ______%
7
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to ______%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus ______% and (ii) ______%
8
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to ______%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus ______% and (ii) ______%
9
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to ______%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus ______% and (ii) ______%
10
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per
annum rate equal to ______%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus _______% and (ii) ______%
11
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to _______%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus _______% and (ii) _______%
12
REMIC 1
Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to ______%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus ______% and (ii) ______%
13
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to ______%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus ______% and (ii) ______%
14
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to ______%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus ______% and (ii) ______%
15
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to ______%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus ______% and (ii) ______%
16
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to ______%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus ______% and (ii) ______%
17
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to ______%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus ______% and (ii) ______%
18
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to ______%
REMIC 1 Regular Interest ending with the The greater of (i) 2 multiplied
the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus ______% and (ii) ______%
19
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to ______%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus ______% and (ii) ______%
20
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to ______%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus ______% and (ii) ______%
21
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to ______%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus ______% and (ii) ______%
22
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to ______%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus ______% and (ii) ______%
23
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to ______%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus ______% and (ii) ______%
24
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to ______%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus ______% and (ii) ______%
25
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to ______%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus ______% and (ii) ______%
26
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to ______%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus ______% and (ii) ______%
27
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to ______%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus ______% and (ii) ______%
28
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to ______%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus ______% and (ii) ______%
29
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to ______%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus ______% and (ii) ______%
30
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to ______%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus ______% and (ii) ______%
31
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to ______%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus ______% and (ii) ______%
32
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to ______%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus ______% and (ii) ______%
33
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to ______%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus ______% and (ii) ______%
34
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to ______%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus _______ % and (ii) ______%
35
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to ______%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus ______% and (ii) ______%
36
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to ______%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus ______% and (ii) ______%
37
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to ______%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus ______% and (ii) ______%
38
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to ______%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus ______% and (ii) ______%
39
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to ______%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus ______% and (ii) ______%
40
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to ______%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus ______% and (ii) ______%
41
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to ______%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus ______% and (ii) ______%
42
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to ______%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus ______% and (ii) ______%
43
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to ______%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus ______% and (ii) ______%
44
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to ______%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus ______% and (ii) ______%
45
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to ______%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus ______% and (ii) ______%
46
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to ______%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus ______% and (ii) ______%
47
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to ______%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus ______% and (ii) ______%
48
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to ______%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus ______% and (ii) ______%
49
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to ______%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus ______% and (ii) ______%
50
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to ______%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus ______% and (ii) ______%
51
REMIC 1
Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to ______%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus ______% and (ii) ______%
52
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to ______%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus _______% and (ii) ______%
53
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to ______%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus _______% and (ii) ______%
54
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to ______%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus ______% and (ii) _____%
55
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to _____%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus _____% and (ii) ______%
56
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to ______%
REMIC 1
Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus ______% and (ii) ______%
57
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to ______%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus ______% and (ii) ______%
58
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal ______%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus ______% and (ii) ______%
59
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to ______%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus ______% and (ii) ______%
60 and thereafter
REMIC 1 Regular Interest ending with the 2 multiplied by the Net
Mortgage Rates of the Mortgage Loans,
designation "A"
subject to a per annum rate equal to ______%
REMIC 1 Regular Interest ending with the The greater of (i) 2
multiplied the by Net Mortgage Rates of the
designation "B"
Mortgage Loans minus ______% and (ii) ______%
</TABLE>
"Uncertificated REMIC 2 Pass-Through Rate": With respect to REMIC
2
Regular Interest AA, REMIC 2 Regular Interest A-1, REMIC 2 Regular
Interest
A-1M, REMIC 2 Regular Interest A-1W, REMIC 2 Regular Interest A-2A,
REMIC 2
Regular Interest A-2B, REMIC 2 Regular Interest A-2C, REMIC 2
Regular Interest
A-2D, REMIC 2 Regular Interest M-1, REMIC 2 Regular Interest M-2,
REMIC 2
Regular Interest M-3, REMIC 2 Regular Interest M-4, REMIC 2 Regular
Interest
M-5, REMIC 2 Regular Interest M-6, REMIC 2 Regular Interest M-7,
REMIC 2 Regular
Interest M-8, REMIC 2 Regular Interest B, REMIC 2 Regular Interest
P and REMIC 2
Regular Interest ZZ, a per annum rate (but not less than zero)
equal to the
weighted average of: (x) with respect to REMIC 1 Regular Interest
A-I and each
REMIC 1 Regular Interest ending with the designation "B", the
weighted average
of the Uncertificated REMIC 1 Pass-Through Rates for such REMIC 1
Regular
Interests, weighted on the basis of the Uncertificated Principal
Balances of
such REMIC 1 Regular Interests for each such Distribution Date and
(y) with
respect to REMIC 1 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 1 Regular Interest listed below, weighted on
the basis of
the Uncertificated Principal Balances of each such REMIC 1 Regular
Interest for
each such Distribution Date:
<TABLE>
<CAPTION>
DISTRIBUTION DATE
REMIC 1 REGULAR INTEREST
RATE
-----------------
----------------------------------------
-----------------------------------------------------------------
<S>
<C>
<C>
1
and 2
I-1-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
3
I-2-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A
Uncertificated REMIC 1 Pass-Through Rate
4
I-3-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A and I-2-A
Uncertificated REMIC 1 Pass-Through Rate
5
I-4-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-3-A
Uncertificated REMIC 1 Pass-Through Rate
6
I-5-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-4-A
Uncertificated REMIC 1 Pass-Through Rate
7
I-6-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-5-A
Uncertificated REMIC 1 Pass-Through Rate
8
I-7-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-6-A
Uncertificated REMIC 1 Pass-Through Rate
9
I-8-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-7-A
Uncertificated REMIC 1 Pass-Through Rate
10
I-9-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-8-A
Uncertificated REMIC 1 Pass-Through Rate
11
I-10-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-9-A
Uncertificated REMIC 1 Pass-Through Rate
12
I-11-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-10-A
Uncertificated REMIC 1 Pass-Through Rate
13
I-12-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-11-A
Uncertificated REMIC 1 Pass-Through Rate
14
I-13-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-12-A
Uncertificated REMIC 1 Pass-Through Rate
15
I-14-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-13-A
Uncertificated REMIC 1 Pass-Through Rate
16
I-15-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-14-A
Uncertificated REMIC 1 Pass-Through Rate
17
I-16-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-15-A
Uncertificated REMIC 1 Pass-Through Rate
18
I-17-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-16-A
Uncertificated REMIC 1 Pass-Through Rate
19
I-18-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-17-A
Uncertificated REMIC 1 Pass-Through Rate
20
I-19-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-18-A
Uncertificated REMIC 1 Pass-Through Rate
21
I-20-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-19-A
Uncertificated REMIC 1 Pass-Through Rate
22
I-21-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-20-A
Uncertificated REMIC 1 Pass-Through Rate
23
I-22-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-21-A
Uncertificated REMIC 1 Pass-Through Rate
24
I-23-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-22-A
Uncertificated REMIC 1 Pass-Through Rate
25
I-24-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-23-A
Uncertificated REMIC 1 Pass-Through Rate
26
I-25-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-24-A
Uncertificated REMIC 1 Pass-Through Rate
27
I-26-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-25-A
Uncertificated REMIC 1 Pass-Through Rate
28
I-27-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-26-A
Uncertificated REMIC 1 Pass-Through Rate
29
I-28-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-27-A
Uncertificated REMIC 1 Pass-Through Rate
30
I-29-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-28-A
Uncertificated REMIC 1 Pass-Through Rate
31
I-30-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-29-A
Uncertificated REMIC 1 Pass-Through Rate
32
I-31-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-30-A
Uncertificated REMIC 1 Pass-Through Rate
33
I-32-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-31-A
Uncertificated REMIC 1 Pass-Through Rate
34
I-33-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-32-A
Uncertificated REMIC 1 Pass-Through Rate
35
I-34-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-33-A
Uncertificated REMIC 1 Pass-Through Rate
36
I-35-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-34-A
Uncertificated REMIC 1 Pass-Through Rate
37
I-36-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-35-A
Uncertificated REMIC 1 Pass-Through Rate
38
I-37-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-36-A
Uncertificated REMIC 1 Pass-Through Rate
39
I-38-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-37-A
Uncertificated REMIC 1 Pass-Through Rate
40
I-39-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-38-A
Uncertificated REMIC 1 Pass-Through Rate
41
I-40-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-39-A
Uncertificated REMIC 1 Pass-Through Rate
42
I-41-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-40-A
Uncertificated REMIC 1 Pass-Through Rate
43
I-42-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-41-A
Uncertificated REMIC 1 Pass-Through Rate
44
I-43-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-42-A
Uncertificated REMIC 1 Pass-Through Rate
45
I-44-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-43-A
Uncertificated REMIC 1 Pass-Through Rate
46
I-45-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-44-A
Uncertificated REMIC 1 Pass-Through Rate
47
I-46-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-45-A
Uncertificated REMIC 1 Pass-Through Rate
48
I-47-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-46-A
Uncertificated REMIC 1 Pass-Through Rate
49
I-48-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-47-A
Uncertificated REMIC 1 Pass-Through Rate
50
I-49-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-48-A
Uncertificated REMIC 1 Pass-Through Rate
51
I-50-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-49-A
Uncertificated REMIC 1 Pass-Through Rate
52
I-51-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A and I-50-A
Uncertificated REMIC 1 Pass-Through Rate
53
I-52-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A and I-51-A
Uncertificated REMIC 1 Pass-Through Rate
54
I-53-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A and I-52-A
Uncertificated REMIC 1 Pass-Through Rate
55
I-54-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A and I-53-A
Uncertificated REMIC 1 Pass-Through Rate
56
I-55-A
through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A and I-54-A
Uncertificated REMIC 1 Pass-Through Rate
57
I-56-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A and I-55-A
Uncertificated REMIC 1 Pass-Through Rate
58
I-57-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A and I-56-A
Uncertificated REMIC 1 Pass-Through Rate
59
I-58-A through I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A and I-57-A
Uncertificated REMIC 1 Pass-Through Rate
60
I-59-A
2 multiplied by Swap LIBOR, subject to a maximum rate of the
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-58-A
Uncertificated REMIC 1 Pass-Through Rate
thereafter
I-1-A through I-59-A
Uncertificated REMIC 1 Pass-Through Rate
</TABLE>
"Uncertificated REMIC Regular Interests": The REMIC 1 Regular
Interests
and the REMIC 2 Regular Interests.
"Uninsured Cause" Any cause of damage to property subject to a
Mortgage
such that the complete restoration of such property is not fully
reimbursable by
the hazard insurance policies or flood insurance policies required
to be
maintained pursuant to Section 3.13.
"United States Person" A citizen or resident of the United States,
a
corporation or a partnership (including an entity treated as a
corporation or
partnership for United States federal income tax purposes) created
or organized
in, or under the laws of, the United States or any State thereof or
the District
of Columbia (except, in the case of a partnership, to the extent
provided in
regulations) provided that, for purposes solely of the restrictions
on the
transfer of Class R Certificates, no partnership or other entity
treated as a
partnership for United States federal income tax purposes shall be
treated as a
United States Person unless all persons that own an interest in
such partnership
either directly or through any entity that is not a corporation for
United
States federal income tax purposes are required by the applicable
operative
agreement to be United States Persons or an estate whose income is
subject to
United States federal income tax regardless of its source, or a
trust if a court
within the United States is able to exercise primary supervision
over the
administration of the trust and one or more such United States
Persons have the
authority to control all substantial decisions of the trust. To the
extent
prescribed in regulations by the Secretary of the Treasury, which
have not yet
been issued, a trust which was in existence on August 20, 1996
(other than a
trust treated as owned by the grantor under subpart E of part I of
subchapter J
of chapter 1 of the Code), and which was treated as a United States
person on
August 20, 1996 may elect to continue to be treated as a United
States person
notwithstanding the previous sentence.
"Unpaid Interest Shortfall Amount" For each Class of Offered
Certificates and the first Distribution Date, zero, and with
respect to each
Class of Offered Certificates and any Distribution Date after the
first
Distribution Date, the amount, if any, by which (a) the sum of (1)
the Monthly
Interest Distributable Amount for such Class for the immediately
preceding
Distribution Date and (2) the outstanding Unpaid Interest Shortfall
Amount, if
any, for such Class for such preceding Distribution Date exceeds
(b) the
aggregate amount distributed on such Class in respect of interest
pursuant to
clause (a) of this definition on such preceding Distribution Date,
plus interest
on the amount of interest due but not paid on such Class on such
preceding
Distribution Date, to the extent permitted by law, at the
Pass-Through Rate for
such Class for the related Accrual Period.
"Voting Rights" The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. At all times
during the term
of this Agreement, (i) 98% of all Voting Rights will be allocated
among the
Holders of the Class A Certificates, the Subordinate Certificates
and the Class
C Certificates in proportion to the then outstanding Certificate
Principal
Balances of their respective Certificates, (ii) 1% of all Voting
Rights will be
allocated to the Holders of the Class P Certificates and (iii) 1%
of all Voting
Rights will be allocated to the Holders of the Class R
Certificates. The Voting
Rights allocated to any Class of Certificates shall be allocated
among all
Holders of the Certificates of such Class in proportion to the
outstanding
Percentage Interests in such Class represented thereby.
"Weighted Average Net Mortgage Rate" The weighted average of the
Net
Mortgage Rates of the Mortgage Loans, weighted on the basis of the
Stated
Principal Balances thereof as of the close of business on the first
day of the
calendar month preceding the month in which such Distribution Date
occurs.
Section 1.02. DETERMINATION OF LIBOR.
LIBOR
applicable to the calculation of the Pass-Through Rate on the
Offered Certificates for any Accrual Period will be determined on
each LIBOR
Rate Adjustment Date.
On each LIBOR Rate Adjustment Date, LIBOR shall be established by
the
Trustee and, as to any Accrual Period, will equal the rate for one
month United
States dollar deposits that appears on the Telerate Screen Page
3750 as of 11:00
a.m., London time, on such LIBOR Rate Adjustment Date. "Telerate
Screen Page
3750" means the display designated as page 3750 on the Telerate
Service (or such
other page as may replace page 3750 on that service for the purpose
of
displaying London interbank offered rates of major banks). If such
rate does not
appear on such page (or such other page as may replace that page on
that
service, or if such service is no longer offered, LIBOR shall be so
established
by use of such other service for displaying LIBOR or comparable
rates as may be
selected by the Trustee after consultation with the Master
Servicer), the rate
will be the Reference Bank Rate. The "Reference Bank Rate" will be
determined on
the basis of the rates at which deposits in U.S. Dollars are
offered by the
reference banks (which shall be any three major banks that are
engaged in
transactions in the London interbank market, selected by the
Trustee after
consultation with the Master Servicer) as of 11:00 a.m., London
time, on the
LIBOR Rate Adjustment Date to prime banks in the London interbank
market for a
period of one month in amounts approximately equal to the aggregate
Certificate
Principal Balance of the Offered Certificates then outstanding. The
Trustee will
request the principal London office of each of the reference banks
to provide a
quotation of its rate. If at least two such quotations are
provided, the rate
will be the arithmetic mean of the quotations rounded up to the
next multiple of
1/16%. If on such date fewer than two quotations are provided as
requested, the
rate will be the arithmetic mean of the rates quoted by one or more
major banks
in New York City, selected by the Trustee after consultation with
the Master
Servicer, as of 11:00 a.m., New York City time, on such date for
loans in U.S.
Dollars to leading European banks for a period of one month in
amounts
approximately equal to the aggregate Certificate Principal Balance
of the
Offered Certificates then outstanding. If no such quotations can be
obtained,
the rate will be LIBOR for the prior Distribution Date; provided
however, if,
under the priorities described above, LIBOR for a Distribution Date
would be
based on LIBOR for the previous Distribution Date for the third
consecutive
Distribution Date, the Trustee shall select an alternative
comparable index
after consultation with the Master Servicer (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.
The establishment of LIBOR by the Trustee on any LIBOR Rate
Adjustment
Date and the Trustee's subsequent calculation of the Pass-Through
Rate
applicable to the Offered Certificates for the relevant Accrual
Period, in the
absence of manifest error, will be final and binding.
Promptly following each LIBOR Rate Adjustment Date the Trustee
shall
supply the Master Servicer with the results of its determination of
LIBOR on
such date. Furthermore, the Trustee will supply to any
Certificateholder so
requesting by telephone the Pass-Through Rate on the Offered
Certificates for
the current and the immediately preceding Accrual Period.
Section 1.03. ALLOCATION OF CERTAIN INTEREST SHORTFALLS.
For purposes of calculating the amount of Uncertificated
Accrued
Interest for the REMIC 1 Regular Interests for any Distribution
Date, the
aggregate amount of any Net Prepayment Interest Shortfalls and any
Relief Act
Interest Shortfalls incurred in respect of Mortgage Loans shall be
allocated
first, to REMIC I Regular Interest A-I and to the REMIC I Regular
Interests
ending with the designation "B", PRO RATA based on, and to the
extent of, one
month's interest at the then applicable respective Uncertificated
REMIC 1
Pass-Through Rates on the respective Uncertificated Principal
Balances of each
such REMIC 1 Regular Interest, and then, to REMIC 1 Regular
Interests ending
with the designation "A", pro rata based on, and to the extent of,
one month's
interest at the then applicable respective Uncertificated REMIC 1
Pass-Through
Rates on the respective Uncertificated Principal Balances of each
such REMIC 1
Regular Interest.
For purposes of calculating the amount of Uncertificated
Accrued
Interest for the REMIC 2 Regular Interests for any Distribution
Date, the
aggregate amount of any Net Prepayment Interest Shortfalls and any
Relief Act
Interest Shortfalls incurred in respect of the Mortgage Loans for
any
Distribution Date shall be allocated (i) with respect to the
Mortgage Loans,
first, to Uncertificated Accrued Interest payable to REMIC 2
Regular Interest AA
and REMIC 2 Regular Interest ZZ up to an aggregate amount equal to
the REMIC 2
Interest Loss Allocation Amount, 98% and 2%, respectively, and
thereafter among
REMIC 2 Regular Interest AA, REMIC 2 Regular Interest A-1, REMIC 2
Regular
Interest A-1M, REMIC 2 Regular Interest A-1W, REMIC 2 Regular
Interest A-2A,
REMIC 2 Regular Interest A-2B, REMIC 2 Regular Interest A-2C, REMIC
2 Regular
Interest A-2D, REMIC 2 Regular Interest M-1, REMIC 2 Regular
Interest M-2, REMIC
2 Regular Interest, M-3, REMIC 2 Regular Interest M-4, REMIC 2
Regular Interest
M-5, REMIC 2 Regular Interest M-6, REMIC 2 Regular Interest, M-7,
REMIC 2
Regular Interest M-8, REMIC 2 Regular Interest B and REMIC 2
Regular Interest
ZZ, PRO RATA based on, and to the extent of, one month's interest
at the then
applicable respective Uncertificated REMIC 2 Pass-Through Rates on
the
respective Uncertificated Principal Balance of each such REMIC 2
Regular
Interest.
<PAGE>
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. CONVEYANCE OF MORTGAGE LOANS.
The Depositor, as of the Closing Date, and concurrently with
the
execution and delivery hereof, does hereby assign, transfer, sell,
set over and
otherwise convey to the Trustee without recourse all the right,
title and
interest of the Depositor in and to the Mortgage Loans identified
on the
Mortgage Loan Schedule (exclusive of any prepayment fees and late
payment
charges received thereon) and all other assets included or to be
included in the
Trust Fund for the benefit of the Certificateholders and the
Certificate
Insurer, including the amount to be deposited by or on behalf of
the Depositor
into the Net WAC Shortfall Reserve Fund. Such assignment includes
all principal
and interest received by the Master Servicer on or with respect to
the Mortgage
Loans (other than payment of principal and interest due on or
before the Cut-off
Date).
In connection with such transfer and assignment, the Depositor
has
caused the Sponsor to deliver to, and deposit with the Custodian,
as described
in the Mortgage Loan Purchase Agreement, with respect to each
Mortgage Loan, the
following documents or instruments:
(i) the original Mortgage Note endorsed without recourse in
blank or to, "[NAME OF THE TRUSTEE], as trustee under the Pooling
and Servicing
Agreement relating to Impac Secured Assets Corp., Mortgage
Pass-Through
Certificates, Series 200_-_" with all intervening endorsements
showing an
unbroken chain of endorsements from the originator to the Person
endorsing it to
the Trustee or, with respect to any Mortgage Loan as to which the
original
Mortgage Note has been permanently lost or destroyed and has not
been replaced,
a Lost Note Affidavit;
(ii) the original recorded Mortgage, noting the presence of
the MIN of the Mortgage Loan and language indicating that the
Mortgage Loan is a
MOM Loan if the Mortgage Loan is a MOM Loan, with evidence of
recording
indicated thereon or, if the original Mortgage has not been
returned from the
public recording office, a copy of the Mortgage certified by the
Sponsor or the
public recording office in which such Mortgage has been recorded to
be a true
and complete copy of the original Mortgage submitted for
recording;
(iii) unless the Mortgage Loan is registered on the MERS(R)
System, a duly executed original Assignment of the Mortgage,
without recourse in
blank or to, in recordable form to [NAME OF THE TRUSTEE], as
trustee," or to
"[NAME OF THE TRUSTEE], as trustee for holders of Impac Secured
Assets Corp.,
Mortgage Pass-Through Certificates, Series 200_-_";
(iv) the original recorded Assignment or Assignments of the
Mortgage showing an unbroken chain of assignment from the
originator thereof to
the Person assigning it in blank or to the Trustee (or to MERS, if
the Mortgage
Loan is registered on the MERS(R) System and noting the presence of
a MIN) or,
if any such Assignment has not been returned from the applicable
public
recording office, a copy of such Assignment certified by the
Sponsor to be a
true and complete copy of the original Assignment submitted to the
title
insurance company for recording;
(v) the original title insurance policy, or, if such policy
has not been issued, any one of an original or a copy of the
preliminary title
report, title binder or title commitment on the Mortgaged Property
with the
original policy of the insurance to be delivered promptly following
the receipt
thereof;
(vi) a copy of the related hazard insurance policy; and
(vii) a true and correct copy of any assumption, modification,
consolidation or substitution agreement.
The Sponsor is obligated as described in the Mortgage Loan
Purchase
Agreement, with respect to the Mortgage Loans, to deliver to the
Custodian: (a)
either the original recorded Mortgage, or in the event such
original cannot be
delivered by the Sponsor, a copy of such Mortgage certified as true
and complete
by the appropriate recording office, in those instances where a
copy thereof
certified by the Sponsor was delivered to the Custodian pursuant to
clause (ii)
above; and (b) either the original Assignment or Assignments of the
Mortgage,
with evidence of recording thereon, showing an unbroken chain of
assignment from
the originator to the Sponsor, or in the event such original cannot
be delivered
by the Sponsor, a copy of such Assignment or Assignments certified
as true and
complete by the appropriate recording office, in those instances
where copies
thereof certified by the Sponsor were delivered to the Custodian
pursuant to
clause (iv) above. However, pursuant to the Mortgage Loan Purchase
Agreement
with respect to the Mortgage Loans, the Sponsor need not cause to
be recorded
any assignment in any jurisdiction under the laws of which, as
evidenced by an
Opinion of Counsel delivered by the Sponsor to the Trustee and the
Rating
Agencies, the recordation of such assignment is not necessary to
protect the
Trustee's interest in the related Mortgage Loan; provided,
HOWEVER,
notwithstanding the delivery of any Opinion of Counsel, each
assignment shall be
submitted for recording by the Sponsor in the manner described
above, at no
expense to the Trust or the Trustee, upon the earliest to occur of:
(i)
direction by the Holders of Certificates evidencing at least 25% of
the Voting
Rights, (ii) the occurrence of a Event of Default, (iii) the
occurrence of a
bankruptcy, insolvency or foreclosure relating to the Sponsor, (iv)
the
occurrence of a servicing transfer as described in Section 7.02
hereof and (v)
if the Sponsor is not the Master Servicer and with respect to any
one
assignment, the occurrence of a bankruptcy, insolvency or
foreclosure relating
to the Mortgagor under the related Mortgage.
Notwithstanding anything to the contrary contained in this
Section
2.01, in those instances where the public recording office retains
the original
Mortgage after it has been recorded, the Sponsor shall be deemed to
have
satisfied its obligations hereunder upon delivery to the Custodian
of a copy of
such Mortgage certified by the public recording office to be a true
and complete
copy of the recorded original thereof.
If any Assignment is lost or returned unrecorded to the
Custodian
because of any defect therein, the Sponsor is required, as
described in the
Mortgage Loan Purchase Agreement with respect to the Mortgage
Loans, to prepare
a substitute Assignment or cure such defect, as the case may be,
and the Sponsor
shall cause such Assignment to be recorded in accordance with this
section.
The Sponsor is required as described in the Mortgage Loan
Purchase
Agreement to exercise its best reasonable efforts to deliver or
cause to be
delivered to the Custodian within 120 days of the Closing Date,
with respect to
the Mortgage Loans, the original or a photocopy of the title
insurance policy
with respect to each such Mortgage Loan assigned to the Trustee
pursuant to this
Section 2.01.
In connection with the assignment of any Mortgage Loan registered
on
the MERS(R) System, the Sponsor further agrees that it will cause,
at the
Sponsor's own expense, as of the Closing Date, the MERS(R) System
to indicate
that such Mortgage Loans have been assigned by the Sponsor to the
Trustee in
accordance with this Agreement for the benefit of the
Certificateholders and the
Certificate Insurer by including (or deleting, in the case of
Mortgage Loans
which are repurchased in accordance with this Agreement) in such
computer files
(a) the code in the field which identifies the specific Trustee and
(b) the code
in the field "Pool Field" which identifies the series of the
Certificates issued
in connection with such Mortgage Loans. The Depositor further
agrees that it
will not, and will not permit the Master Servicer to, and the
Master Servicer
agrees that it will not, alter the codes referenced in this
paragraph with
respect to any Mortgage Loan during the term of this Agreement
unless and until
such Mortgage Loan is repurchased in accordance with the terms of
this
Agreement.
All original documents relating to the Mortgage Loans which are
not
delivered to the Custodian are and shall be held by the Master
Servicer in trust
for the benefit of the Trustee on behalf of the Certificateholders
and the
Certificate Insurer.
Except as may otherwise expressly be provided herein, none of
the
Depositor, the Master Servicer or the Trustee shall (and the Master
Servicer
shall ensure that no Sub-Servicer shall) assign, sell, dispose of
or transfer
any interest in the Trust Fund or any portion thereof, or cause the
Trust Fund
or any portion thereof to be subject to any lien, claim, mortgage,
security
interest, pledge or other encumbrance.
It is intended that the conveyance of the Mortgage Loans by the
Depositor to the Trustee as provided in this Section be, and be
construed as, a
sale of the Mortgage Loans as provided for in this Section 2.01 by
the Depositor
to the Trustee for the benefit of the Certificateholders and the
Certificate
Insurer. It is, further, not intended that such conveyance be
deemed a pledge of
the Mortgage Loans by the Depositor to the Trustee to secure a debt
or other
obligation of the Depositor. However, in the event that the
Mortgage Loans are
held to be property of the Depositor, or if for any reason this
Agreement is
held or deemed to create a security interest in the Mortgage Loans,
then it is
intended that, (a) this Agreement shall also be deemed to be a
security
agreement within the meaning of Articles 8 and 9 of the New York
Uniform
Commercial Code and the Uniform Commercial Code of any other
applicable
jurisdiction; (b) the conveyance provided for in this Section shall
be deemed to
be (1) a grant by the Depositor to the Trustee of a security
interest in all of
the Depositor's right (including the power to convey title
thereto), title and
interest, whether now owned or hereafter acquired, in and to (A)
the Mortgage
Loans, including the Mortgage Notes, the Mortgages, any related
Insurance
Policies and all other documents in the related Mortgage Files, (B)
all amounts
payable to the holders of the Mortgage Loans in accordance with the
terms
thereof and (C) all proceeds of the conversion, voluntary or
involuntary, of the
foregoing into cash, instruments, securities or other property,
including
without limitation all amounts from time to time held or invested
in the
Certificate Account or the Custodial Account, whether in the form
of cash,
instruments, securities or other property and (2) an assignment by
the Depositor
to the Trustee of any security interest in any and all of the
Sponsor's right
(including the power to convey title thereto), title and interest,
whether now
owned or hereafter acquired, in and to the property described in
the foregoing
clauses (1)(A) through (C); (c) the possession by the Trustee or
any other
Custodian or agent of the Trustee of Mortgage Notes and such other
items of
property as constitute instruments, money, negotiable documents or
chattel paper
shall be deemed to be "possession by the secured party" or
possession by a
purchaser or a person designated by such secured party, for
purposes of
perfecting the security interest pursuant to the New York Uniform
Commercial
Code and the Uniform Commercial Code of any other applicable
jurisdiction
(including, without limitation, Sections 9-115, 9-305, 8-102,
8-301, 8-501 and
8-503 thereof); and (d) notifications to persons holding such
property, and
acknowledgments, receipts or confirmations from persons holding
such property,
shall be deemed notifications to, or acknowledgments, receipts or
confirmations
from, financial intermediaries, bailees or agents (as applicable)
of the Trustee
for the purpose of perfecting such security interest under
applicable law. The
Depositor and the Trustee shall, to the extent consistent with this
Agreement,
take such actions as may be necessary to ensure that, if this
Agreement were
deemed to create a security interest in the Mortgage Loans and the
REMIC 1
Regular Interests, such security interest would be deemed to be a
perfected
security interest of first priority under applicable law and will
be maintained
as such throughout the term of the Agreement.
Concurrently with the execution of this Agreement, the Swap
Agreement
shall be delivered to the Supplemental Interest Trust Trustee. In
connection
therewith, the Depositor hereby directs the Supplemental Interest
Trust Trustee
(solely in its capacity as such) to execute and deliver the Swap
Agreement.
Section 2.02. ACCEPTANCE OF THE TRUST FUND BY THE TRUSTEE.
The Custodian, with respect to the Mortgage Files held by it,
acknowledges receipt (subject to any exceptions noted in the
Initial
Certification described below) on behalf of the Trustee, of the
documents
referred to in Section 2.01 above and all other assets included in
the
definition of "Trust Fund" and declares that it holds and will hold
such
documents and the other documents delivered to it constituting the
Mortgage
Files, and that it holds or will hold such other assets included in
the
definition of "Trust Fund" (to the extent delivered or assigned to
the Trustee),
in trust for the exclusive use and benefit of all present and
future
Certificateholders.
The Custodian agrees, for the benefit of the Certificateholders and
the
Certificate Insurer, to review or cause to be reviewed on its
behalf, each
Mortgage File on or before the Closing Date to ascertain that all
documents
required to be delivered to it are in its possession, and the
Custodian agrees
to execute and deliver, or cause to be executed and delivered, to
the Depositor,
the Certificate Insurer and the Master Servicer on the Closing
Date, with
respect to each Mortgage Loan, an Initial Certification in the form
annexed
hereto as Exhibit C to the effect that, as to each Mortgage Loan
listed in the
Mortgage Loan Schedule (other than any Mortgage Loan paid in full
or any
Mortgage Loan specifically identified in such certification as not
covered by
such certification), (i) all documents required to be delivered to
it pursuant
to this Agreement with respect to such Mortgage Loan are in its
possession, (ii)
such documents have been reviewed by it and appear regular on their
face and
relate to such Mortgage Loan and (iii) based on its examination and
only as to
the foregoing documents, the information set forth in items (i),
(ii), (iii)(A),
(iv) and (v) of the definition of the "Mortgage Loan Schedule"
accurately
reflects information set forth in the Mortgage File. None of the
Custodian, the
Trustee or the Master Servicer shall be under any duty to determine
whether any
Mortgage File should include any of the documents specified in
clause (vi) or
(vii) of Section 2.01. None of the Custodian, the Trustee or the
Master Servicer
shall be under any duty or obligation to inspect, review or examine
said
documents, instruments, certificates or other papers to determine
that the same
are genuine, enforceable or appropriate for the represented purpose
or that they
have actually been recorded, or they are in recordable form or that
they are
other than what they purport to be on their face.
Within 90 days of the Closing Date, with respect to the Mortgage
Loans,
the Trustee, or the Custodian on its behalf, shall deliver to the
Depositor, the
Certificate Insurer and the Master Servicer a Final Certification
in the form
annexed hereto as Exhibit D evidencing the completeness of the
Mortgage Files,
with any applicable exceptions noted thereon, with respect to all
of the
Mortgage Loans.
If in the process of reviewing the Mortgage Files and preparing
the
certifications referred to above the Custodian finds any document
or documents
constituting a part of a Mortgage File to be missing or defective
in any
material respect, the Custodian shall promptly notify the Sponsor,
the Master
Servicer, the Certificate Insurer, the Trustee and the Depositor.
The Trustee
shall promptly notify the Sponsor of such defect and request that
the Sponsor
cure any such defect within 60 days from the date on which the
Sponsor was
notified of such defect, and if the Sponsor does not cure such
defect in all
material respects during such period, request on behalf of the
Certificateholders that the Sponsor purchase such Mortgage Loan
from the Trust
Fund at the Purchase Price within 90 days after the date on which
the Sponsor
was notified of such defect; provided that if such defect would
cause the
Mortgage Loan to be other than a "qualified mortgage" as defined in
Section
860G(a)(3) of the Code, any such cure or repurchase must occur
within 90 days
from the date such breach was discovered. It is understood and
agreed that the
obligation of the Sponsor to cure a material defect in, or purchase
any Mortgage
Loan as to which a material defect in a constituent document exists
shall
constitute the sole remedy respecting such defect available to
the
Certificateholders the Certificate Insurer or the Trustee on behalf
of
Certificateholders. The Purchase Price for the purchased Mortgage
Loan shall be
deposited or caused to be deposited upon receipt by the Master
Servicer in the
Custodial Account and, upon receipt by the Trustee of written
notification of
such deposit signed by a Servicing Officer, the Custodian shall
release or cause
to be released to the Sponsor the related Mortgage File and shall
execute and
deliver such instruments of transfer or assignment, in each case
without
recourse, as the Sponsor shall require as necessary to vest in the
Sponsor
ownership of any Mortgage Loan released pursuant hereto and at such
time the
Trustee and the Custodian shall have no further responsibility with
respect to
the related Mortgage File. In furtherance of the foregoing, if the
Sponsor is
not a member of MERS and the Mortgage is registered on the MERS(R)
System, the
Master Servicer, at its own expense and without any right of
reimbursement,
shall cause MERS to execute and deliver an assignment of the
Mortgage in
recordable form to transfer the Mortgage from MERS to the Sponsor
and shall
cause such Mortgage to be removed from registration on the MERS(R)
System in
accordance with MERS' rules and regulations.
Section 2.03. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
MASTER
SERVICER AND THE DEPOSITOR.
(a) The Master Servicer hereby represents and warrants to and
covenants
with the Depositor and the Trustee for the benefit of
Certificateholders and the
Certificate Insurer that:
(i) The Master Servicer is, and throughout the term hereof
shall remain, a corporation duly organized, validly existing and
in
good
standing under the laws of the state of its incorporation
(except
as otherwise permitted pursuant to Section 6.02), the Master
Servicer
is, and shall remain, in compliance with the laws of each state
in
which any Mortgaged Property is located to the extent necessary
to
perform its obligations under this Agreement, and the Master
Servicer
is, and shall remain, approved to sell mortgage loans to and
service
mortgage loans for Fannie Mae and Freddie Mac;
(ii) The execution and delivery of this Agreement by the
Master Servicer, and the performance and compliance with the terms
of
this Agreement by the Master Servicer, will not violate the
Master
Servicer's articles of incorporation or bylaws or constitute a
default
(or an event which, with notice or lapse of time, or both,
would
constitute a default) under, or result in the breach of, any
material
agreement or other instrument to which it is a party or which
is
applicable to it or any of its assets;
(iii) The Master Servicer has the full power and authority to
enter into and consummate all transactions contemplated by this
Agreement, has duly authorized the execution, delivery and
performance
of this Agreement, and has duly executed and delivered this
Agreement;
(iv) This Agreement, assuming due authorization, execution and
delivery by the Depositor and the Trustee, constitutes a valid,
legal
and binding obligation of the Master Servicer, enforceable against
the
Master Servicer in accordance with the terms hereof, subject to
(A)
applicable bankruptcy, insolvency, reorganization, moratorium and
other
laws affecting the enforcement of creditors' rights generally, and
(B)
general principles of equity, regardless of whether such
enforcement is
considered in a proceeding in equity or at law;
(v) The Master Servicer is not in violation of, and its
execution and delivery of this Agreement and its performance
and
compliance with the terms of this Agreement will not constitute
a
violation of, any law, any order or decree of any court or arbiter,
or
any order, regulation or demand of any federal, state or local
governmental or regulatory authority, which violation is likely
to
affect materially and adversely either the ability of the
Master
Servicer to perform its obligations under this Agreement or the
financial condition of the Master Servicer;
(vi) No litigation is pending (other than litigation with
respect to which pleadings or documents have been filed with a
court,
but not served on the Master Servicer) or, to the best of the
Master
Servicer's knowledge, threatened against the Master Servicer
which
would prohibit its entering into this Agreement or performing
its
obligations under this Agreement or is likely to affect materially
and
adversely either the ability of the Master Servicer to perform
its
obligations under this Agreement or the financial condition of
the
Master Servicer;
(vii) The Master Servicer will comply in all material respects
in the performance of this Agreement with all reasonable rules
and
requirements of each insurer under each Insurance Policy;
(viii) The execution of this Agreement and the performance of
the Master Servicer's obligations hereunder do not require any
license,
consent or approval of any state or federal court, agency,
regulatory
authority or other governmental body having jurisdiction over
the
Master Servicer, other than such as have been obtained; (ix) No
information, certificate of an officer, statement furnished in
writing
or report delivered to the Depositor, any affiliate of the
Depositor or
the Trustee by the Master Servicer in its capacity as Master
Servicer,
and not in its capacity as a Sponsor hereunder, will, to the
knowledge
of the Master Servicer, contain any untrue statement of a
material
fact;
(x) The Master Servicer will not waive any Prepayment Charge
unless it is waived in accordance with the standard set forth
in
Section 3.01; and
(xi) The Master Servicer is a member of MERS in good standing,
and will comply in all material respects with the rules and
procedures
of MERS in connection with the servicing of the Mortgage Loans that
are
registered with MERS.
It is understood and agreed that the representations, warranties
and
covenants set forth in this Section 2.03(a) shall survive the
execution and
delivery of this Agreement, and shall inure to the benefit of the
Depositor, the
Trustee, the Certificate Insurer and the Certificateholders. Upon
discovery by
the Depositor, the Trustee, the Certificate Insurer or the Master
Servicer of a
breach of any of the foregoing representations, warranties and
covenants that
materially and adversely affects the interests of the Depositor or
the Trustee,
the party discovering such breach shall give prompt written notice
to the other
parties. Notwithstanding the foregoing, within 90 days of the
earlier of
discovery by the Master Servicer or receipt of notice by the Master
Servicer of
the breach of the covenant of the Master Servicer set forth in
Section 2.03(x)
above which materially and adversely affects the interests of the
Holders of the
Class P Certificates in any Prepayment Charge, the Master Servicer
shall remedy
such breach as follows: the Master Servicer shall pay the amount of
such waived
Prepayment Charge, for the benefit of the Holders of the Class P
Certificates,
by depositing such amount into the Custodial Account (net of any
amount actually
collected by the Master Servicer in respect of such Prepayment
Charge and
remitted by the Master Servicer, for the benefit of the Holders of
the Class P
Certificates, in respect of such Prepayment Charge, into the
Custodial Account).
The foregoing shall not, however, limit any remedies available to
the
Certificateholders, the Depositor, the Certificate Insurer or the
Trustee on
behalf of the Certificateholders, pursuant to the Mortgage Loan
Purchase
Agreement respecting a breach of any of the representations,
warranties and
covenants contained in the Mortgage Loan Purchase Agreement.
(b) The Depositor hereby represents and warrants to the Master
Servicer
and the Trustee for the benefit of Certificateholders and the
Certificate
Insurer that as of the Closing Date, the representations and
warranties of the
Sponsor with respect to the Mortgage Loans and the remedies
therefor that are
contained in the Mortgage Loan Purchase Agreement are as set forth
in Exhibit I
hereto.
It is understood and agreed that the representations and warranties
set
forth in this Section 2.03(b) shall survive delivery of the
respective Mortgage
Files to the Custodian, on behalf of the Trustee.
Upon discovery by either the Depositor, the Master Servicer,
the
Certificate Insurer or the Trustee of a breach of any
representation or warranty
set forth in this Section 2.03 which materially and adversely
affects the
interests of the Certificateholders or the Certificate Insurer in
any Mortgage
Loan, the party discovering such breach shall give prompt written
notice to the
other parties.
Section 2.04. REPRESENTATIONS AND WARRANTIES OF THE SPONSOR.
The Depositor hereby assigns to the Trustee for the benefit of
Certificateholders and the Certificate Insurer all of its rights
(but none of
its obligations) in, to and under the Mortgage Loan Purchase
Agreement. Insofar
as the Mortgage Loan Purchase Agreement relates to such
representations and
warranties and any remedies provided thereunder for any breach of
such
representations and warranties, such right, title and inter
