EXHIBIT 4.1
GE-WMC MORTGAGE SECURITIES, L.L.C.
Depositor
[NAME OF SERVICER]
Servicer
and
[NAME OF TRUSTEE].
Trustee
----------------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of _____, ____
----------------------------------------
Mortgage Pass-Through Certificates
Series 200__-___
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S>
<C>
ARTICLE I
DEFINITIONS..........................................................................................
SECTION 1.01.
Defined
Terms...................................................................
SECTION 1.02.
Allocation of Certain Interest
Shortfalls.......................................
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES.....................................
SECTION 2.01.
Conveyance of Mortgage
Loans....................................................
SECTION 2.02.
Acceptance of REMIC I by the
Trustee............................................
SECTION 2.03.
Repurchase or Substitution of Mortgage Loans by the Originator, the
Seller or
the Depositor; Payment of Prepayment Charge Payment
Amounts.....................
SECTION 2.04.
[Reserved]......................................................................
SECTION 2.05.
Representations, Warranties and Covenants of the
Servicer.......................
SECTION 2.06.
Issuance of the REMIC I Regular Interests and the Class R-I
Interest............
SECTION 2.07.
Conveyance of the REMIC I Regular Interests; Acceptance of REMIC I
and
REMIC II by the
Trustee.........................................................
SECTION 2.08.
Issuance of Class R
Certificates................................................
SECTION 2.09.
Puposes and Powers of the
Trust.................................................
ARTICLE III ADMINISTRATION AND SERVICING OF THE MORTGAGE
LOANS.................................................
SECTION 3.01.
Servicer to Act as
Servicer.....................................................
SECTION 3.02.
Collection
of Certain Mortgage Loan
Payments....................................
SECTION 3.03.
[Reserved]......................................................................
SECTION 3.04.
Collection Account, Escrow Account and Distribution
Account.....................
SECTION 3.05.
Permitted Withdrawals From the Collection Account, Escrow Account
and
Distribution
Account............................................................
SECTION 3.06.
Investment of Funds in the Collection Account, the Escrow Account,
the
REO Account and the Distribution
Account........................................
SECTION 3.07.
Payment of Taxes, Insurance and Other
Charges...................................
SECTION 3.08.
Maintenance of Hazard
Insurance.................................................
SECTION 3.09.
Maintenance of Mortgage Blanket
Insurance.......................................
SECTION 3.10.
Fidelity Bond; Errors and Omissions
Insurance...................................
SECTION 3.11.
Enforcement of Due-On-Sale Clauses; Assumption
Agreements.......................
SECTION 3.12.
Realization Upon Defaulted Mortgage
Loans.......................................
SECTION 3.13.
Title, Management and Disposition of REO
Property...............................
SECTION 3.14.
[Reserved]......................................................................
SECTION 3.15.
Reports of Foreclosure and Abandonment of Mortgaged
Properties..................
SECTION 3.16.
Optional Purchase of Defaulted Mortgage
Loans...................................
SECTION 3.17.
Trustee to Cooperate; Release of Mortgage
Files.................................
SECTION 3.18.
Servicing
Compensation..........................................................
SECTION 3.19.
Statement as to
Compliance......................................................
SECTION 3.20.
Assessments of Compliance and Attestation
Reports...............................
SECTION 3.21.
Access to Certain
Documentation.................................................
SECTION 3.22.
Commission
Reporting............................................................
ARTICLE IV PAYMENTS TO
CERTIFICATEHOLDERS......................................................................
SECTION 4.01.
Distributions...................................................................
SECTION 4.02.
Statements to
Certificateholders................................................
SECTION 4.03.
Remittance Reports and Other Reports to the Trustee; P&I
Advances; Payments in
Respect of Prepayment Interest
Shortfalls.......................................
SECTION 4.04.
Allocation of Realized
Losses...................................................
SECTION 4.05.
Compliance with Withholding
Requirements........................................
SECTION 4.06.
Commission
Reporting............................................................
SECTION 4.07.
Reserved........................................................................
SECTION 4.08.
Reserved........................................................................
SECTION 4.09.
Net WAC Rate Carryover Reserve
Account..........................................
ARTICLE V THE
CERTIFICATES.....................................................................................
SECTION 5.01.
The
Certificates................................................................
SECTION 5.02.
Registration of Transfer and Exchange of
Certificates...........................
SECTION 5.03.
Mutilated, Destroyed, Lost or Stolen
Certificates...............................
SECTION 5.04.
Persons Deemed
Owners...........................................................
SECTION 5.05.
Certain Available
Information...................................................
ARTICLE VI THE DEPOSITOR AND THE
SERVICER......................................................................
SECTION 6.01.
Liability of the Depositor and the
Servicer.....................................
SECTION 6.02.
Merger or Consolidation of the Depositor or the
Servicer........................
SECTION 6.03.
Limitation on Liability of the Depositor, the Servicer and
Others...............
SECTION 6.04.
Limitation on Resignation of the
Servicer.......................................
SECTION 6.05.
Rights of the Depositor in Respect of the
Servicer..............................
SECTION 6.06.
Sub-Servicing Agreements Between the Servicer and
Sub-Servicers.................
SECTION 6.07.
Successor
Sub-Servicers.........................................................
SECTION 6.08.
Liability of the
Servicer.......................................................
SECTION 6.09.
No Contractual Relationship Between Sub-Servicers and the Trustee
or
Certificateholders..............................................................
SECTION 6.10.
Assumption or Termination of Sub-Servicing Agreements by
Trustee................
SECTION 6.11.
Sub-Servicing
Accounts..........................................................
ARTICLE VII
DEFAULT............................................................................................
SECTION 7.01.
Servicer Events of
Default......................................................
SECTION 7.02.
Trustee to Act; Appointment of
Successor........................................
SECTION 7.03.
Notification to
Certificateholders..............................................
SECTION 7.04.
Waiver of Servicer Events of
Default............................................
ARTICLE VIII CONCERNING THE
TRUSTEE............................................................................
SECTION 8.01.
Duties of
Trustee...............................................................
SECTION 8.02.
Certain Matters Affecting the
Trustee...........................................
SECTION 8.03.
The Trustee Not Liable for Certificates or Mortgage
Loans.......................
SECTION 8.04.
Trustee May Own
Certificates...................................................
SECTION 8.05.
Trustee's Fees and
Expenses.....................................................
SECTION 8.06.
Eligibility Requirements for
Trustee............................................
SECTION 8.07.
Resignation and Removal of the
Trustee..........................................
SECTION 8.08.
Successor
Trustee...............................................................
SECTION 8.09.
Merger or Consolidation of
Trustee..............................................
SECTION 8.10.
Appointment of Co-Trustee or Separate
Trustee...................................
SECTION 8.11.
Appointment of
Custodians.......................................................
SECTION 8.12.
Appointment of Office or
Agency.................................................
SECTION 8.13.
Representations and Warranties of the
Trustee...................................
ARTICLE IX
TERMINATION.........................................................................................
SECTION 9.01.
Termination Upon Repurchase or Liquidation of All Mortgage
Loans................
SECTION 9.02.
Additional Termination
Requirements.............................................
ARTICLE X REMIC
PROVISIONS.....................................................................................
SECTION 10.01.
REMIC
Administration............................................................
SECTION 10.02.
Prohibited Transactions and
Activities..........................................
SECTION 10.03.
Servicer and Trustee
Indemnification............................................
ARTICLE XI MISCELLANEOUS
PROVISIONS............................................................................
SECTION 11.01.
Amendment.......................................................................
SECTION 11.02.
Recordation of Agreement;
Counterparts..........................................
SECTION 11.03.
Limitation on Rights of
Certificateholders......................................
SECTION 11.04.
Governing
Law...................................................................
SECTION 11.05.
Notices.........................................................................
SECTION 11.06.
Severability of
Provisions......................................................
SECTION 11.07.
Notice to Rating
Agencies.......................................................
SECTION 11.08.
Article and Section
References..................................................
SECTION 11.09.
Grant of Security
Interest......................................................
</TABLE>
<PAGE>
Exhibits
Exhibit A-1.......Form of Class A Certificate
Exhibit A-2.......Form of Subordinate Certificate
Exhibit A-3.......Form of Class C Certificate
Exhibit A-4.......Form of Class P Certificate
Exhibit A-5.......Form of Class R Certificate
Exhibit B.........Form of Lost Note Affidavit
Exhibit C-1.......Form of Trustee's Initial Certification
Exhibit C-2.......Form of Trustee's Final Certification
Exhibit C-3.......Form of Trustee's Receipt of Mortgage Note
Exhibit D.........Form of Mortgage Loan Purchase Agreement
Exhibit E.........Request for Release
Exhibit F-1.......Form of Transferor Representation Letter and Form
of
Transferee Representation Letter in Connection with Transfer
of Class C and Class P Certificates Pursuant to Rule 144A
Under the 1933 Act
Exhibit F-2.......Form of Transfer Affidavit and Agreement and Form
of
Transferor Affidavit in Connection with Transfer of Residual
Certificates
Exhibit G.........Form of Certification with respect to ERISA and
the Code
Exhibit H.........Form of Cap Contract
Exhibit I.........Form of Limited Power of Attorney
Exhibit J-1 ......Form of Certification to Be Provided by the
Depositor with
Form 10-K
Exhibit J-2.......Form of Certification to Be Provided to Depositor
by the
Trustee
Exhibit J-3.......Form of Certification to Be Provided to Depositor
by the
Servicer
Exhibit K.........Annual Statement of Compliance pursuant to
Section 3.19
Exhibit L.........Form of Back-Up Certification to Form 10-K
Certificate
Schedule 1........Mortgage Loan Schedule
Schedule 2........Prepayment Charge Schedule
<PAGE>
This Pooling and Servicing Agreement, is dated and effective
as of ____, ___, among GE-WMC MORTGAGE SECURITIES, L.L.C., as
Depositor, [NAME
OF SERVICER], as Servicer and [NAME OF TRUSTEE], as Trustee.
PRELIMINARY STATEMENT:
The Depositor intends to sell or transfer pass-through
certificates (collectively, the "Certificates"), to be issued
hereunder in
multiple classes, which in the aggregate shall evidence the entire
beneficial
ownership interest in each REMIC (as defined herein) created
hereunder. The
Trust Fund shall consist of a segregated pool of assets consisting
of the
Mortgage Loans and certain other related assets subject to this
Agreement.
REMIC I
As provided herein, the Trustee shall elect to treat the
segregated pool of assets consisting of the Mortgage Loans and
certain other
related assets (other than any Servicer Prepayment Charge Payment
Amounts, the
Net WAC Rate Carryover Reserve Account and the Cap Contract)
subject to this
Agreement as a REMIC for federal income tax purposes, and such
segregated pool
of assets shall be designated as "REMIC I." The Class R-I Interest
shall be the
sole class of "residual interests" in REMIC I for purposes of the
REMIC
Provisions (as defined herein). The following table irrevocably
sets forth the
designation, the REMIC I Remittance Rate, the initial
Uncertificated Balance
and, for purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii),
the "latest possible maturity date" for each of the REMIC I Regular
Interests
(as defined herein). None of the REMIC I Regular Interests shall
be
certificated.
<TABLE>
<CAPTION>
REMIC I
Initial
Latest Possible
Designation
Remittance Rate
Uncertificated Balance ($)
Maturity Date(1)
---------------
------------------
----------------------------
-------------------
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<C>
<C>
<C>
AA
Variable(2)
A
Variable(2)
M1
Variable(2)
M2
Variable(2)
M3
Variable(2)
B1
Variable(2)
B2
Variable(2)
B3
Variable(2)
B4
Variable(2)
ZZ
Variable(2)
P
Variable(2)
</TABLE>
----------------
(1) For purposes of
Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date immediately following the maturity date for
the
Mortgage Loan with the latest maturity date has been designated as
the
"latest possible maturity date" for each REMIC I Regular
Interest.
(2) Calculated in
accordance with the definition of "REMIC I Remittance Rate"
herein.
<PAGE>
REMIC II
As provided herein, the Trustee shall elect to treat the
segregated pool of assets consisting of the REMIC I Regular
Interests as a REMIC
for federal income tax purposes, and such segregated pool of assets
shall be
designated as "REMIC II." The Class R-II Interest shall evidence
the sole class
of "residual interests" in REMIC II for purposes of the REMIC
Provisions under
federal income tax law. The following table irrevocably sets forth
the
designation, the Pass-Through Rate, the initial aggregate
Certificate Principal
Balance and, for purposes of satisfying Treasury regulation
Section
1.860G-1(a)(4)(iii), the "latest possible maturity date" for the
indicated
Classes of Certificates.
<TABLE>
<CAPTION>
Initial Aggregate
Latest Possible
Designation
Pass-Through Rate Certificate Principal
Balance
Maturity Date(1)
-----------------
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--------------------------------
-------------------
<S>
<C>
<C>
<C>
Class A
Variable(2)
Class M-1
Variable(2)
Class M-2
Variable(2)
Class M-3
Variable(2)
Class B-1
Variable(2)
Class B-2
Variable(2)
Class B-3
Variable(2)
Class B-4
Variable(2)
Class C
Variable(2)(3)
Class P
N/A(4)
</TABLE>
----------------
(1) For purposes of
Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date immediately following the maturity date for
the
Mortgage Loan with the latest maturity date has been designated as
the
"latest possible maturity date" for each Class of Certificates.
(2) Calculated in
accordance with the definition of "Pass-Through Rate" herein.
(3) The Class C
Certificates shall 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
Uncertificated Balance of the REMIC I Regular Interests (other than
REMIC I
Regular Interest P). The Class C Certificates shall not accrue
interest on
its
Uncertificated Balance.
(4) The Class P
Certificates shall not accrue interest.
As of the Cut-off Date, the Mortgage Loans had an aggregate
Scheduled
Principal Balance equal to $______.
In consideration of the mutual agreements herein contained, the
Depositor, the Servicer and the Trustee agree as follows:
<PAGE>
ARTICLE I
DEFINITIONS
SECTION 1.01. Defined
Terms.
Whenever used in this Agreement, including, without limitation, in
the
Preliminary Statement hereto, the following words and phrases,
unless the
context otherwise requires, shall have the meanings specified in
this Article.
Unless otherwise specified, all calculations described herein shall
be made on
the basis of a 360-day year consisting of twelve 30-day months and
all
calculations on each Regular Interest shall be made on the basis of
a 360-day
year and the actual number of days in the month.
"Accrued Certificate Interest": With respect to any Class of
Certificates (other than the Class P Certificates and the Residual
Certificates)
and each Distribution Date, interest accrued during the related
Interest Accrual
Period at the Pass-Through Rate for such Certificate for such
Distribution Date
on the Certificate Principal Balance, in the case of the
Adjustable-Rate
Certificates, or on the Notional Amount, in the case of the Class
C
Certificates, of such Certificate immediately prior to such
Distribution Date.
The Class P Certificates are not entitled to distributions in
respect of
interest and, accordingly, shall not accrue interest. All
distributions of
interest on the Adjustable-Rate Certificates shall be calculated on
the basis of
a 360-day year and the actual number of days in the applicable
Interest Accrual
Period. All distributions of interest on the Class C Certificates
shall be based
on a 360-day year consisting of twelve 30-day months. Accrued
Certificate
Interest with respect to each Distribution Date, as to any Class A
Certificate
or Subordinate Certificate, shall be reduced by an amount equal to
the portion
allocable to such Certificate pursuant to Section 1.02 hereof of
the sum of (a)
the aggregate Prepayment Interest Shortfall, if any, for such
Distribution Date
to the extent not covered by payments pursuant to Section 4.03(e)
or allocated
to the Class C Certificates pursuant to Section 1.02 and (b) the
aggregate
amount of any Relief Act Interest Shortfall, if any, for such
Distribution Date
not allocated to the Class C Certificates pursuant to Section 1.02.
Accrued
Certificate Interest with respect to each Distribution Date and any
Class C
Certificate shall be reduced by (a) Prepayment Interest Shortfalls,
if any,
allocated to such Class of Certificates pursuant to Section 1.02
hereof, (b)
Relief Act Interest Shortfalls, if any, allocated to such Class of
Certificates
pursuant to Section 1.02 hereof and (c) an amount equal to the
portion of
Realized Losses, if any, allocable to interest on the Class C
Certificate
pursuant to Section 4.04 hereof.
"Adjustable-Rate Certificates": The Class A Certificates and
the
Subordinate Certificates.
"Adjustable-Rate Mortgage Loan": Each of the Mortgage Loans
identified
on the Mortgage Loan Schedule as having a Mortgage Rate that is
subject to
adjustment.
"Adjustment Date": With respect to each Adjustable-Rate Mortgage
Loan,
the first day of the month in which the Mortgage Rate of such
Mortgage Loan
changes pursuant to the related Mortgage Note. The first Adjustment
Date
following the Cut-off Date as to each Adjustable-Rate Mortgage Loan
is set forth
in the Mortgage Loan Schedule.
"Affiliate": With respect to any specified Person, any other
Person
controlling or controlled by or under common control with such
specified Person.
For the purposes of this definition, "control," when used with
respect to any
specified Person, means the power to direct the management and
policies of such
Person, directly or indirectly, whether through the ownership of
voting
securities, by contract or otherwise, and the terms "controlling"
and
"controlled" have meanings correlative to the foregoing.
"Agreement": This Pooling and Servicing Agreement and all
amendments
hereof and supplements hereto.
"Allocated Realized Loss Amount": With respect to any Distribution
Date
and any Class of Subordinate Certificates, the sum of Realized
Losses allocated
to such Class of Certificates on such Distribution Date pursuant to
Section
4.04.
"Allocated Realized Loss Reimbursement Amount": With respect to
any
Distribution Date and any Class of Subordinate Certificates, (i)
the sum of all
Allocated Realized Loss Amounts allocated to such Class of
Certificates minus
(ii) the sum of all amounts distributed to such Class of
Certificates on
previous Distribution Dates pursuant to Section 4.01(a)(4)(ii),
minus (iii) the
sum of the increases in the Certificate Principal Balance of such
Class of
Certificates due to the receipt of Subsequent Recoveries as
provided in Section
4.01(a)(5).
"Applicable Regulations": As to any Mortgage Loan, all federal,
state
and local laws, statutes, rules and regulations applicable
thereto.
"Assignment": An assignment of Mortgage, notice of transfer or
equivalent instrument, in recordable form (excepting therefrom if
applicable,
the mortgage recordation information which has not been returned by
the
applicable recorder's office and/or the assignee's name), which is
sufficient
under the laws of the jurisdiction wherein the related Mortgaged
Property is
located to reflect of record the sale of the Mortgage.
"Available Distribution Amount": With respect to any Distribution
Date,
an amount equal to (1) the sum of:
(a) the aggregate of the amounts on deposit in the Collection
Account and Distribution Account as of the close of business on the
related
Determination Date, including any Subsequent Recoveries,
(b) without duplication, the aggregate of any amounts received
in respect of an REO Property withdrawn from any REO Account and
deposited in
the Distribution Account for such Distribution Date pursuant to
Section 3.13,
(c) Compensating Interest, if any, deposited in the
Distribution Account by the Servicer for such Distribution Date
pursuant to
Section 4.03 and
(d) the aggregate of any P&I Advances made by the Servicer
for
such Distribution Date pursuant to Section 4.03,
reduced (to not less than zero) by (2) the portion of the
amount described in clause (1)(a) above that represents:
(i) Monthly Payments on the Mortgage Loans received from a
Mortgagor on or prior to the Determination Date but due during any
Due Period
subsequent to the related Due Period,
(ii) Principal Prepayments on the Mortgage Loans received
after the related Prepayment Period (together with any interest
payments
received with such Principal Prepayments to the extent they
represent the
payment of interest accrued on the Mortgage Loans during a period
subsequent to
the end of the prior calendar month),
(iii) Liquidation Proceeds, Insurance Proceeds and Subsequent
Recoveries received in respect of the Mortgage Loans after the
related
Prepayment Period,
(iv) amounts reimbursable or payable to the Depositor, the
Servicer, the Trustee, the Seller, the Originator or any
Sub-Servicer pursuant
to Section 3.05, Section 3.06 or Section 7.01 or otherwise payable
in respect of
Extraordinary Trust Fund Expenses,
(v) the Trustee Fee and the Custodian Fee payable from the
Distribution Account pursuant to Section 8.05,
(vi) amounts deposited in the Collection Account or the
Distribution Account in error and
(vii) the amount of any Prepayment Charges collected by the
Servicer and the amount of any Servicer Prepayment Charge Payment
Amounts.
"Balloon Loan": Any Mortgage Loan that provided on the date of
origination for an amortization schedule extending beyond its
stated maturity
date.
"Balloon Payment": With respect to any Balloon Loan, as of any date
of
determination, the Monthly Payment payable on the stated maturity
date of such
Mortgage Loan.
"Bankruptcy Code": The Bankruptcy Reform Act of 1978 (Title 11 of
the
United States Code), as amended.
"Bankruptcy Loss": With respect to any Mortgage Loan, a Realized
Loss
resulting from a Deficient Valuation or Debt Service Reduction.
"Book-Entry Certificate": Any Certificate registered in the name of
the
Depository or its nominee. Initially, the Book-Entry Certificates
shall be the
Class A Certificates and the Subordinate Certificates.
"Book-Entry Custodian": The custodian appointed pursuant to
Section
5.01.
"Business Day": Any day other than a Saturday, a Sunday or a day
on
which banking or savings and loan institutions in the State of
California, the
State of Connecticut, the State of ___, the State of ___, the State
of ___ or in
any city in which the Corporate Trust Office of the Trustee is
located, are
authorized or obligated by law or executive order to be closed.
["Cap Amount": For each Class of Adjustable-Rate Certificates,
an
amount equal to (i) the aggregate amount received by the Trust Fund
from the Cap
Contract, multiplied by (ii) a fraction equal to (a) the
Certificate Principal
Balance of such Class immediately prior to the applicable
Distribution Date
divided by (b) the aggregate Certificate Principal Balance
immediately prior to
the applicable Distribution Date of all Classes of Adjustable-Rate
Certificates,
directly benefiting from such Cap Contract.]
"Cap Contract": The interest rate corridor between ____, as
Trustee,
and the counterparty thereunder, for the benefit of the Holders of
the Class A
Certificates and the Subordinate Certificates, collectively, a form
of which is
attached hereto as Exhibit H.
"Certificate": Any one of the Depositor's Mortgage Pass-Through
Certificates, Series ___-__, Class A, Class M-1, Class M-2, Class
M-3, Class B-1
Class B-2, Class B-3, Class B-4, Class C, Class P and Class R,
issued under this
Agreement.
"Certificate Factor": With respect to any Class of Regular
Certificates
as of any Distribution Date, a fraction, expressed as a decimal
carried to six
places, the numerator of which is the Certificate Principal Balance
(or the
Notional Amount, in the case of the Class C Certificates) of such
Class of
Certificates on such Distribution Date (after giving effect to any
distributions
of principal and allocations of Realized Losses in reduction of the
Certificate
Principal Balance (or the Notional Amount, in the case of the Class
C
Certificates) of such Class of Certificates to be made on such
Distribution
Date), and the denominator of which is the initial aggregate
Certificate
Principal Balance (or the Notional Amount, in the case of the Class
C
Certificates) of such Class of Certificates as of the Closing
Date.
"Certificateholder" or "Holder": The Person in whose name a
Certificate
is registered in the Certificate Register, except that a
Disqualified
Organization or a Non-United States Person shall not be a Holder of
a Residual
Certificate for any purposes hereof and, solely for the purposes of
giving any
consent pursuant to this Agreement, any Certificate registered in
the name of
the Depositor, the Seller or the Originator or any Affiliate
thereof shall be
deemed not to be outstanding and the Voting Rights to which it is
entitled shall
not be taken into account in determining whether the requisite
percentage of
Voting Rights necessary to effect any such consent has been
obtained, except as
otherwise provided in Section 11.01. The Trustee may conclusively
rely upon a
certificate of the Depositor, the Seller or the Originator, in
determining
whether a Certificate is held by an Affiliate thereof. All
references herein to
"Holders" or "Certificateholders" shall reflect the rights of
Certificate Owners
as they may indirectly exercise such rights through the Depository
and
participating members thereof, except as otherwise specified
herein; provided,
however, that the Trustee shall be required to recognize as a
"Holder" or
"Certificateholder" only the Person in whose name a Certificate is
registered in
the Certificate Register.
"Certificate Margin": With respect to each Adjustable-Rate
Certificate
and, for purposes of the Marker Rate, the specified REMIC I Regular
Interest, as
follows:
Certificate Margin
REMIC I Regular
----------------------------
Class
Interest
(1) (%)
(2) (%)
-----------
---------------
----------
-----------
A
A
M-1
M1
M-2
M2
M-3
M3
B-1
B1
B-2
B2
B-3
B3
B-4
B4
----------
(1) For the Interest Accrual Period for each Distribution Date on
or prior to
the
Optional Termination Date.
(2) For the Interest Accrual Period for each Distribution Date
after the
Optional
Termination Date.
"Certificate Owner": With respect to a Book-Entry Certificate,
the
Person who is the beneficial owner of such Certificate as reflected
on the books
of the Depository or on the books of a Depository Participant or on
the books of
an indirect participating brokerage firm for which a Depository
Participant acts
as agent.
"Certificate Principal Balance": With respect to each Class A
Certificate, Subordinate Certificate or Class P Certificate and (i)
in the case
of any date of determination up to and including the first
Distribution Date,
the initial Certificate Principal Balance of such Certificate, as
stated on the
face thereof and (ii) as of any date of determination after the
first
Distribution Date, the Certificate Principal Balance of such
Certificate on the
Distribution Date immediately prior to such date of determination
plus, with
respect to each Subordinate Certificate, any increase in the
Certificate
Principal Balance of such Certificate pursuant to Section 4.01 due
to the
receipt of Subsequent Recoveries minus all distributions allocable
to principal
made thereon on such Distribution Date and, in the case of a
Subordinate
Certificate, Realized Losses allocated thereto on such immediately
prior
Distribution Date. With respect to each Class C Certificate as of
any date of
determination, an amount equal to the Percentage Interest evidenced
by such
Certificate times the excess, if any, of (A) the then aggregate
Uncertificated
Balance of the REMIC I Regular Interests over (B) the then
aggregate Certificate
Principal Balance 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.
"Certificate Registrar": The registrar appointed pursuant to
Section
5.02
"Class": Collectively, all of the Certificates bearing the same
class
designation.
"Class A Certificate": Any one of the Class A Certificates executed
by
the Trustee and authenticated and delivered by the Certificate
Registrar,
substantially in the form annexed hereto as Exhibit A-1 and
evidencing a (i)
Regular Interest in REMIC II for purposes of the REMIC Provisions
and (ii) the
right to receive Net WAC Rate Carryover Amounts.
"Class A Interest Distribution Amount": With respect to any
Distribution Date, an amount equal to the sum of (i) the Interest
Distribution
Amount for such Distribution Date for the Class A Certificates, and
(ii) the
Interest Carry Forward Amount, if any, for the Class A
Certificates.
"Class A Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the
excess of (x) the
aggregate Certificate Principal Balance of the Class A Certificates
immediately
prior to such Distribution Date over (y) the lesser of (A) the
product of (i)
___% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of
the last day of the related Due Period (after giving effect to
scheduled
payments of principal due during the related Due Period, to the
extent received
or advanced, and unscheduled collections of principal received
during the
related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the
Mortgage Loans as of the last day of the related Due Period (after
giving effect
to scheduled payments of principal due during the related Due
Period, to the
extent received or advanced, and unscheduled collections of
principal received
during the related Prepayment Period) minus $_______.
"Class B-1 Certificate": Any one of the Class B-1 Certificates
executed
by the Trustee and authenticated and delivered by the Certificate
Registrar,
substantially in the form annexed hereto as Exhibit A-2 and
evidencing (i) a
Regular Interest in REMIC II for purposes of the REMIC Provisions
and (ii) the
right to receive Net WAC Rate Carryover Amounts.
"Class B-1 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the
lesser of (I) the
Certificate Principal Balance of the Class B-1 Certificates
immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i)
the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into
account the payment of the Class A Principal Distribution Amount on
such
Distribution Date), (ii) the Certificate Principal Balance of the
Class M-1
Certificates (after taking into account the payment of the Class
M-1 Principal
Distribution Amount on such Distribution Date), (iii) the
Certificate Principal
Balance of the Class M-2 Certificates (after taking into account
the payment of
the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after
taking into
account the payment of the Class M-3 Principal Distribution Amount
on such
Distribution Date) and (v) the Certificate Principal Balance of the
Class B-1
Certificates immediately prior to such Distribution Date over (y)
the lesser of
(A) the product of (i) ___% and (ii) the aggregate Stated Principal
Balance of
the Mortgage Loans as of the last day of the related Due Period
(after giving
effect to scheduled payments of principal due during the related
Due Period, to
the extent received or advanced, and unscheduled collections of
principal
received during the related Prepayment Period) and (B) the
aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due
Period (after giving effect to scheduled payments of principal due
during the
related Due Period, to the extent received or advanced, and
unscheduled
collections of principal received during the related Prepayment
Period) minus
$_____.
"Class B-2 Certificate": Any one of the Class B-2 Certificates
executed
by the Trustee and authenticated and delivered by the Certificate
Registrar,
substantially in the form annexed hereto as Exhibit A-2 and
evidencing (i) a
Regular Interest in REMIC II for purposes of the REMIC Provisions
and (ii) the
right to receive Net WAC Rate Carryover Amounts.
"Class B-2 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the
lesser of (I) the
Certificate Principal Balance of the Class B-2 Certificates
immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i)
the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into
account the payment of the Class A Principal Distribution Amount on
such
Distribution Date), (ii) the Certificate Principal Balance of the
Class M-1
Certificates (after taking into account the payment of the Class
M-1 Principal
Distribution Amount on such Distribution Date), (iii) the
Certificate Principal
Balance of the Class M-2 Certificates (after taking into account
the payment of
the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after
taking into
account the payment of the Class M-3 Principal Distribution Amount
on such
Distribution Date), (v) the Certificate Principal Balance of the
Class B-1
Certificates (after taking into account the payment of the Class
B-1 Principal
Distribution Amount on such Distribution Date) and (vi) the
Certificate
Principal Balance of the Class B-2 Certificates immediately prior
to such
Distribution Date over (y) the lesser of (A) the product of (i)
___% and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of
the last day
of the related Due Period (after giving effect to scheduled
payments of
principal due during the related Due Period, to the extent received
or advanced,
and unscheduled collections of principal received during the
related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the
Mortgage Loans as
of the last day of the related Due Period (after giving effect to
scheduled
payments of principal due during the related Due Period, to the
extent received
or advanced, and unscheduled collections of principal received
during the
related Prepayment Period) minus $______.
"Class B-3 Certificate": Any one of the Class B-3 Certificates
executed
by the Trustee and authenticated and delivered by the Certificate
Registrar,
substantially in the form annexed hereto as Exhibit A-2 and
evidencing (i) a
Regular Interest in REMIC II for purposes of the REMIC Provisions
and (ii) the
right to receive Net WAC Rate Carryover Amounts.
"Class B-3 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the
lesser of (I) the
Certificate Principal Balance of the Class B-3 Certificates
immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i)
the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into
account the payment of the Class A Principal Distribution Amount on
such
Distribution Date), (ii) the Certificate Principal Balance of the
Class M-1
Certificates (after taking into account the payment of the Class
M-1 Principal
Distribution Amount on such Distribution Date), (iii) the
Certificate Principal
Balance of the Class M-2 Certificates (after taking into account
the payment of
the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after
taking into
account the payment of the Class M-3 Principal Distribution Amount
on such
Distribution Date), (v) the Certificate Principal Balance of the
Class B-1
Certificates (after taking into account the payment of the Class
B-1 Principal
Distribution Amount on such Distribution Date), (vi) the
Certificate Principal
Balance of the Class B-2 Certificates (after taking into account
the payment of
the Class B-2 Principal Distribution Amount on such Distribution
Date) and (vii)
the Certificate Principal Balance of the Class B-3 Certificates
immediately
prior to such Distribution Date over (y) the lesser of (A) the
product of (i)
____% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as
of the last day of the related Due Period (after giving effect to
scheduled
payments of principal due during the related Due Period, to the
extent received
or advanced, and unscheduled collections of principal received
during the
related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the
Mortgage Loans as of the last day of the related Due Period (after
giving effect
to scheduled payments of principal due during the related Due
Period, to the
extent received or advanced, and unscheduled collections of
principal received
during the related Prepayment Period) minus $___________.
"Class B-4 Certificate": Any one of the Class B-4 Certificates
executed
by the Trustee and authenticated and delivered by the Certificate
Registrar,
substantially in the form annexed hereto as Exhibit A-2 and
evidencing (i) a
Regular Interest in REMIC II for purposes of the REMIC Provisions
and (ii) the
right to receive Net WAC Rate Carryover Amounts.
"Class B-4 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the
lesser of (I) the
Certificate Principal Balance of the Class B-4 Certificates
immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i)
the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into
account the payment of the Class A Principal Distribution Amount on
such
Distribution Date), (ii) the Certificate Principal Balance of the
Class M-1
Certificates (after taking into account the payment of the Class
M-1 Principal
Distribution Amount on such Distribution Date), (iii) the
Certificate Principal
Balance of the Class M-2 Certificates (after taking into account
the payment of
the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after
taking into
account the payment of the Class M-3 Principal Distribution Amount
on such
Distribution Date), (v) the Certificate Principal Balance of the
Class B-1
Certificates (after taking into account the payment of the Class
B-1 Principal
Distribution Amount on such Distribution Date), (vi) the
Certificate Principal
Balance of the Class B-2 Certificates (after taking into account
the payment of
the Class B-2 Principal Distribution Amount on such Distribution
Date), (vii)
the Certificate Principal Balance of the Class B-3 Certificates
(after taking
into account the payment of the Class B-3 Principal Distribution
Amount on such
Distribution Date) and (viii) the Certificate Principal Balance of
the Class B-4
Certificates immediately prior to such Distribution Date over (y)
the lesser of
(A) the product of (i) ____% and (ii) the aggregate Stated
Principal Balance of
the Mortgage Loans as of the last day of the related Due Period
(after giving
effect to scheduled payments of principal due during the related
Due Period, to
the extent received or advanced, and unscheduled collections of
principal
received during the related Prepayment Period) and (B) the
aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due
Period (after giving effect to scheduled payments of principal due
during the
related Due Period, to the extent received or advanced, and
unscheduled
collections of principal received during the related Prepayment
Period) minus
$_____.
"Class C Certificate": Any one of the Class C Certificates executed
by
the Trustee and authenticated and delivered by the Certificate
Registrar,
substantially in the form annexed hereto as Exhibit A-3 and
evidencing (i) a
Regular Interest in REMIC II for purposes of the REMIC Provisions
and (ii) the
obligation to pay Net WAC Rate Carryover Amounts.
"Class M-1 Certificate": Any one of the Class M-1 Certificates
executed
by the Trustee and authenticated and delivered by the Certificate
Registrar,
substantially in the form annexed hereto as Exhibit A-2 and
evidencing (i) a
Regular Interest in REMIC II for purposes of the REMIC Provisions
and (ii) the
right to receive Net WAC Rate Carryover Amounts.
"Class M-1 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the
lesser of (I) the
Certificate Principal Balance of the Class M-1 Certificates
immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i)
the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into
account the payment of the Class A Principal Distribution Amount on
such
Distribution Date) and (ii) the Certificate Principal Balance of
the Class M-1
Certificates immediately prior to such Distribution Date over (y)
the lesser of
(A) the product of (i) ___% and (ii) the aggregate Stated Principal
Balance of
the Mortgage Loans as of the last day of the related Due Period
(after giving
effect to scheduled payments of principal due during the related
Due Period, to
the extent received or advanced, and unscheduled collections of
principal
received during the related Prepayment Period) and (B) the
aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due
Period (after giving effect to scheduled payments of principal due
during the
related Due Period, to the extent received or advanced, and
unscheduled
collections of principal received during the related Prepayment
Period) minus
$___.
"Class M-2 Certificate": Any one of the Class M-2 Certificates
executed
by the Trustee and authenticated and delivered by the Certificate
Registrar,
substantially in the form annexed hereto as Exhibit A-2 and
evidencing (i) a
Regular Interest in REMIC II for purposes of the REMIC Provisions
and (ii) the
right to receive Net WAC Rate Carryover Amounts.
"Class M-2 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the
lesser of (I) the
Certificate Principal Balance of the Class M-2 Certificates
immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i)
the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into
account the payment of the Class A Principal Distribution Amount on
such
Distribution Date), (ii) the Certificate Principal Balance of the
Class M-1
Certificates (after taking into account the payment of the Class
M-1 Principal
Distribution Amount on such Distribution Date) and (iii) the
Certificate
Principal Balance of the Class M-2 Certificates immediately prior
to such
Distribution Date over (y) the lesser of (A) the product of (i)
___% and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of
the last day
of the related Due Period (after giving effect to scheduled
payments of
principal due during the related Due Period, to the extent received
or advanced,
and unscheduled collections of principal received during the
related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the
Mortgage Loans as
of the last day of the related Due Period (after giving effect to
scheduled
payments of principal due during the related Due Period, to the
extent received
or advanced, and unscheduled collections of principal received
during the
related Prepayment Period) minus $____.
"Class M-3
Certificate": Any one of the Class M-3 Certificates executed
by the Trustee and authenticated and delivered by the Certificate
Registrar,
substantially in the form annexed hereto as Exhibit A-2 and
evidencing (i) a
Regular Interest in REMIC II for purposes of the REMIC Provisions
and (ii) the
right to receive Net WAC Rate Carryover Amounts.
"Class M-3 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the
lesser of (I) the
Certificate Principal Balance of the Class M-3 Certificates
immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i)
the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into
account the payment of the Class A Principal Distribution Amount on
such
Distribution Date), (ii) the Certificate Principal Balance of the
Class M-1
Certificates (after taking into account the payment of the Class
M-1 Principal
Distribution Amount on such Distribution Date), (iii) the
Certificate Principal
Balance of the Class M-2 Certificates (after taking into account
the payment of
the Class M-2 Principal Distribution Amount on such Distribution
Date) and (iv)
the Certificate Principal Balance of the Class M-3 Certificates
immediately
prior to such Distribution Date over (y) the lesser of (A) the
product of (i)
___% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of
the last day of the related Due Period (after giving effect to
scheduled
payments of principal due during the related Due Period, to the
extent received
or advanced, and unscheduled collections of principal received
during the
related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the
Mortgage Loans as of the last day of the related Due Period (after
giving effect
to scheduled payments of principal due during the related Due
Period, to the
extent received or advanced, and unscheduled collections of
principal received
during the related Prepayment Period) minus $_______.
"Class P Certificate": Any one of the Class P Certificates executed
by
the Trustee and authenticated and delivered by the Certificate
Registrar,
substantially in the form annexed hereto as Exhibit A-4,
representing the right
to distributions as set forth herein and therein and evidencing a
regular
interest in REMIC II for purposes of the REMIC Provisions.
"Class R Certificate": Any one of the Class R Certificates executed
by
the Trustee and authenticated and delivered by the Certificate
Registrar,
substantially in the form annexed hereto as Exhibit A-5 and
evidencing the
ownership of the Class R-I Interest and the Class R-II
Interest.
"Class R-I Interest": The uncertificated Residual Interest in REMIC
I.
"Class R-II Interest": The uncertificated Residual Interest in
REMIC
II.
"Closing Date": ____,___.
"Code": The Internal Revenue Code of 1986, as amended, or any
successor
law.
"Collection Account": The account or accounts created and
maintained by
the Servicer pursuant to Section 3.04(a), which shall be entitled
"[NAME OF
SERVICER], as Servicer for [NAME OF TRUSTEE], as Trustee, in trust
for the
registered holders of GE-WMC Mortgage Securities, L.L.C., Mortgage
Pass-Through
Certificates, Series 200__-___." The Collection Account must be an
Eligible
Account.
"Combined Loan-to-Value Ratio": As of any date of determination,
and
with respect to second lien Mortgage Loans, the fraction, expressed
as a
percentage, the numerator of which is (i) the sum of (a) the
outstanding
principal balance of the related first-lien mortgage loan plus (b)
the Stated
Principal Balance of the related second-lien Mortgage Loan and the
denominator
of which is (ii) the Value of the related Mortgaged Property.
"Commission": The Securities and Exchange Commission.
"Compensating Interest": As defined in Section 4.03(e) hereof.
"Corporate Trust Office": The corporate trust office of the Trustee
at
which at any particular time its corporate trust business with
respect to this
Agreement shall be administered, which office, at the date of the
execution of
this Agreement is located at (i) for purposes of the transfer and
exchange of
the Certificates, _______, Attention: Corporate Trust Services, and
(ii) for all
other purposes, ________.
"Corresponding Certificate": With respect to each REMIC I
Regular
Interest, the Certificate with the corresponding designation.
"Cumulative Loss Percentage": With respect to any Distribution
Date,
the percentage equivalent of a fraction, the numerator of which is
the aggregate
amount of Realized Losses incurred from the Cut-off Date to the
last day of the
preceding calendar month (reduced by the aggregate amount of
Subsequent
Recoveries received from the Cut-off Date through the last day of
the related
Due Period) and the denominator of which is the aggregate Stated
Principal
Balance of the Mortgage Loans as of the Cut-off Date.
"Custodian": The Trustee or if the Trustee is not the Custodian,
the
custodian pursuant to the Custodial Agreement.
"Custodial Agreement": The custodial agreement dated as of the
Cut-off
Date, among the Servicer, the Trustee and the Custodian providing
for the
safekeeping of the Mortgage Files on behalf of the Trust Fund in
accordance with
this Agreement.
"Custodian Fee": The amount payable to the Custodian on each
Distribution Date by the Trustee pursuant to Section 8.05 as
compensation for
all services rendered by it under the Custodial Agreement equal to
$___ for each
Mortgage File in the Custodian's possession corresponding a
Mortgage Loan.
"Custodian Fee Rate": The per annum fee paid to the Custodian on
each
Distribution Date equal to the Custodian Fee expressed as a
percentage of the
aggregate Stated Principal Balance of the Mortgage Loans.
"Cut-off Date": With respect to any Mortgage Loan, the close of
business on ___,___. With respect to all Qualified Substitute
Mortgage Loans,
their respective dates of substitution. References herein to the
"Cut-off Date,"
when used with respect to more than one Mortgage Loan, shall be to
the
respective Cut-off Dates for such Mortgage Loans.
"DBRS": Dominion Bond Rating Services, Inc. or its successor in
interest.
"Debt Service Reduction": With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment for such Mortgage Loan
by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code,
except such a
reduction resulting from a Deficient Valuation.
"Deficient Valuation": With respect to any Mortgage Loan, a
valuation
of the related Mortgaged Property by a court of competent
jurisdiction in an
amount less than the then outstanding Stated Principal Balance of
the Mortgage
Loan, which valuation results from a proceeding initiated under the
Bankruptcy
Code.
"Definitive Certificates": As defined in Section 5.01(b).
"Deleted Mortgage Loan": A Mortgage Loan replaced or to be replaced
by
a Qualified Substitute Mortgage Loan.
"Delinquent": A Mortgage Loan is "delinquent" if any payment
due
thereon is not made pursuant to the terms of such Mortgage Loan by
the close of
business on the related Due Date. A Mortgage Loan is "30 days
delinquent" if
such payment has not been received by the close of business on the
corresponding
day of the month immediately succeeding the month in which such
payment was due,
or, if there is no such corresponding day (e.g., as when a 30-day
month follows
a 31-day month in which a payment was due on the 31st day of such
month) then on
the last day of such immediately succeeding month. Similarly for
"60-days
delinquent," "90-days delinquent" and so on.
"Delinquency Percentage": With respect to any Distribution Date,
the
percentage equivalent of a fraction, the numerator of which is the
rolling three
month average of the Stated Principal Balance of all Mortgage Loans
that are 60
or more days Delinquent, are in foreclosure, have been converted to
REO
Properties or have been discharged by reason of bankruptcy, and the
denominator
of which is the aggregate Stated Principal Balance of the Mortgage
Loans and REO
Properties as of the last day of the related Due Period; provided,
however, that
any Mortgage Loan purchased by the Servicer pursuant to Section
3.16 shall not
be included in either the numerator or the denominator for purposes
of
calculating the Delinquency Percentage.
"Depositor": GE-WMC Mortgage Securities, L.L.C., a Delaware
limited
liability company, or its successor in interest.
"Depository": The Depository Trust Company, or any successor
Depository
hereafter named. The nominee of the initial Depository, for
purposes of
registering those Certificates that are to be Book-Entry
Certificates, is Cede &
Co. The Depository shall at all times be a "clearing corporation"
as defined in
Section 8-102(3) of the Uniform Commercial Code of the State of New
York and a
"clearing agency" registered pursuant to the provisions of Section
17A of the
Securities Exchange Act of 1934, as amended.
"Depository Institution": Any depository institution or trust
company,
including the Trustee, that (a) is incorporated under the laws of
the United
States of America or any State thereof, (b) is subject to
supervision and
examination by federal or state banking authorities and (c) has
outstanding
unsecured commercial paper or other short-term unsecured debt
obligations that
are rated "P-1" by Moody's, "F-1" by Fitch, "A-1" by S&P and
"R-1 (highest)" by
DBRS, if rated by DBRS (or comparable ratings if Moody's, Fitch,
S&P and DBRS
are not the Rating Agencies).
"Depository Participant": A broker, dealer, bank or other
financial
institution or other Person for whom from time to time a Depository
effects
book-entry transfers and pledges of securities deposited with the
Depository.
"Determination Date": With respect to each Distribution Date,
the
[fifteenth] day of the calendar month in which such Distribution
Date occurs or,
if such [fifteenth] day is not a Business Day, the Business Day
immediately
preceding such [fifteenth] day.
"Directly Operate": With respect to any REO Property, the
furnishing or
rendering of services to the tenants thereof, the management or
operation of
such REO Property, the holding of such REO Property primarily for
sale to
customers, the performance of any construction work thereon or any
use of such
REO Property in a trade or business conducted by REMIC I other than
through an
Independent Contractor; provided, however, that the Trustee (or the
Servicer on
behalf of the Trustee) shall not be considered to Directly Operate
an REO
Property solely because the Trustee (or the Servicer on behalf of
the Trustee)
establishes rental terms, chooses tenants, enters into or renews
leases, deals
with taxes and insurance, or makes decisions as to repairs or
capital
expenditures with respect to such REO Property.
"Disqualified Organization": Any of the following: (i) the
United
States, any State or political subdivision thereof, any possession
of the United
States, or any agency or instrumentality of any of the foregoing
(other than an
instrumentality which is a corporation if all of its activities are
subject to
tax and, except for Freddie Mac, a majority of its board of
directors is not
selected by such governmental unit), (ii) any foreign government,
any
international organization, or any agency or instrumentality of any
of the
foregoing, (iii) any organization (other than certain farmers'
cooperatives
described in Section 521 of the Code) which is exempt from the tax
imposed by
Chapter 1 of the Code (including the tax imposed by Section 511 of
the Code on
unrelated business taxable income), (iv) rural electric and
telephone
cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an
"electing
large partnership" and (vi) any other Person so designated by the
Trustee based
upon an Opinion of Counsel that the holding of an Ownership
Interest in a
Residual Certificate by such Person may cause any Trust REMIC or
any Person
having an Ownership Interest in any Class of Certificates (other
than such
Person) to incur a liability for any federal tax imposed under the
Code that
would not otherwise be imposed but for the Transfer of an Ownership
Interest in
a Residual Certificate to such Person. The terms "United States,"
"State" and
"international organization" shall have the meanings set forth in
Section 7701
of the Code or successor provisions.
"Distribution Account": The trust account or accounts created
and
maintained by the Trustee pursuant to Section 3.04(e), which shall
be entitled
"[NAME OF TRUSTEE], as Trustee, in trust for the registered Holders
of GE-WMC
Mortgage Securities, L.L.C., Mortgage Pass-Through Certificates,
Series
200_-___." The Distribution Account must be an Eligible
Account.
"Distribution Date": The 25th day of any month, or if such 25th day
is
not a Business Day, the next succeeding Business Day, commencing in
_____, ___.
"Due Date": With respect to each Distribution Date, the first day
of
the calendar month in which such Distribution Date occurs, which is
the day of
the month on which the Monthly Payment is due on a Mortgage Loan,
exclusive of
any days of grace.
"Due Period": With respect to any Distribution Date, the period
from
and including the second day of the month immediately preceding the
month in
which such Distribution Date occurs to and including the related
Due Date.
"Eligible Account": Any of (i) an account or accounts maintained
with a
Depository Institution or trust company, the short-term unsecured
debt
obligations of which are rated "P-1" by Moody's, "F-1" by Fitch,
"R-1" by DBRS
and "A-1+" by S&P (or comparable ratings if Moody's, Fitch,
DBRS and S&P are not
the Rating Agencies) at the time any amounts are held on deposit
therein, (ii)
an account or accounts the deposits in which are fully insured by
the FDIC or
(iii) a trust account or accounts maintained with the corporate
trust department
of a federal or state chartered depository institution or trust
company acting
in its fiduciary capacity. Eligible Accounts may bear interest.
"ERISA": The Employee Retirement Income Security Act of 1974,
as
amended.
"Escrow Account": The account or accounts created and
maintained
pursuant to Section 3.04(c).
"Escrow Payments": The amounts constituting taxes, and/or fire
and
hazard insurance premiums escrowed by the Mortgagor with the
mortgagee pursuant
to a voluntary escrow agreement related to any Mortgage Loan.
"Estate in Real Property": A fee simple estate or leasehold estate
in a
parcel of land.
"Expense Adjusted Net Maximum Mortgage Rate": With respect to
any
Mortgage Loan (or the related REO Property), as of any date of
determination, a
per annum rate of interest equal to the applicable Maximum Mortgage
Rate (or the
Mortgage Rate for such Mortgage Loan in the case of any Fixed-Rate
Mortgage
Loan) as of the first day of the month preceding the month in which
the
Distribution Date occurs minus the sum of (i) the Servicing Fee
Rate, (ii) the
Trustee Fee Rate and (iii) the Custodian Fee Rate.
"Expense Adjusted Net Mortgage Rate": With respect to any Mortgage
Loan
(or the related REO Property), as of any date of determination, a
per annum rate
of interest equal to the applicable Mortgage Rate thereon as of the
first day of
the month preceding the month in which the Distribution Date occurs
minus the
sum of (i) the Servicing Fee Rate, (ii) the Trustee Fee Rate and
(iii) the
Custodian Fee Rate.
"Extraordinary Trust Fund Expense": Any amounts reimbursable to
the
Trustee or any director, officer, employee or agent of the Trustee,
from the
Trust Fund pursuant to Section 8.05, any amounts payable from the
Distribution
Account in respect of taxes pursuant to Section 10.01(g)(iii) and
any amounts
payable by the Trustee for the recording of the Assignments
pursuant to Section
2.01.
"Fannie Mae": Fannie Mae, formally known as the Federal
National
Mortgage Association, or any successor thereto.
"FDIC": Federal Deposit Insurance Corporation or any successor
thereto.
"FICO" means Fair Isaac & Co., or any successor thereto.
"Final Recovery Determination": With respect to any defaulted
Mortgage
Loan or any REO Property (other than a Mortgage Loan or REO
Property purchased
by the Originator, the Seller, the Depositor or the Servicer
pursuant to or as
contemplated by Section 2.03, Section 3.16 or Section 9.01), a
determination
made by the Servicer that all Insurance Proceeds, Liquidation
Proceeds and other
payments or recoveries which the Servicer, in its reasonable good
faith
judgment, expects to be finally recoverable in respect thereof have
been so
recovered. The Servicer shall maintain records, prepared by a
Servicing Officer,
of each Final Recovery Determination made thereby.
"Fitch": Fitch, Inc., or its successor in interest.
"Fixed-Rate Mortgage Loan": Each of the Mortgage Loans identified
on
the Mortgage Loan Schedule as having a fixed Mortgage Rate.
"Formula Rate": For any Distribution Date and each Class of
Adjustable-Rate Certificates, the lesser of (i) One-Month LIBOR
plus the related
Certificate Margin and (ii) the related Maximum Cap Rate.
"Freddie Mac": Freddie Mac, formally known as the Federal Home
Loan
Mortgage Corporation, or any successor thereto.
"Gross Margin": With respect to each Adjustable-Rate Mortgage Loan,
the
fixed percentage set forth in the related Mortgage Note that is
added to the
Index on each Adjustment Date in accordance with the terms of the
related
Mortgage Note to determine the Mortgage Rate for such
Adjustable-Rate Mortgage
Loan.
"Highest Priority" As of any date of determination, the Class
of
Subordinate Certificates then outstanding with a Certificate
Principal Balance
greater than zero, with the highest priority for payments pursuant
to Section
4.01, in the following order of decreasing priority: the Class M-1
Certificates,
the Class M-2 Certificates, the Class M-3 Certificates, the Class
B-1
Certificates, the Class B-2 Certificates, the Class B-3
Certificates and the
Class B-4 Certificates.
["HOEPA": The Home Ownership and Equity Protection Act of
1994.]
"Indenture": An indenture relating to the issuance of notes secured
by
all or a portion of the Class C Certificates, the Class P
Certificates and/or
the Residual Certificates, which may or may not be guaranteed by an
insurer.
"Independent": When used with respect to any specified Person, any
such
Person who (a) is in fact independent of the Depositor, the
Servicer, the
Seller, the Originator and their respective Affiliates, (b) does
not have any
direct financial interest in or any material indirect financial
interest in the
Depositor, the Seller, the Originator, the Servicer or any
Affiliate thereof and
(c) is not connected with the Depositor, the Seller, the
Originator, the
Servicer or any Affiliate thereof as an officer, employee,
promoter,
underwriter, trustee, partner, director or Person performing
similar functions;
provided, however, that a Person shall not fail to be Independent
of the
Depositor, the Seller, the Originator, the Servicer or any
Affiliate thereof
merely because such Person is the beneficial owner of 1% or less of
any class of
securities issued by the Depositor or the Servicer or any Affiliate
thereof, as
the case may be.
"Independent Contractor": Either (i) any Person (other than the
Servicer) that would be an "independent contractor" with respect to
REMIC I
within the meaning of Section 856(d)(3) of the Code if such REMIC
were a real
estate investment trust (except that the ownership tests set forth
in that
section shall be considered to be met by any Person that owns,
directly or
indirectly, 35% or more of any Class of Certificates), so long as
such REMIC
does not receive or derive any income from such Person and provided
that the
relationship between such Person and such REMIC is at arm's length,
all within
the meaning of Treasury Regulation Section 1.856-4(b)(5), or (ii)
any other
Person (including the Servicer) if the Trustee has received an
Opinion of
Counsel to the effect that the taking of any action in respect of
any REO
Property by such Person, subject to any conditions therein
specified, that is
otherwise herein contemplated to be taken by an Independent
Contractor shall not
cause such REO Property to cease to qualify as "foreclosure
property" within the
meaning of Section 860G(a)(8) of the Code (determined without
regard to the
exception applicable for purposes of Section 860D(a) of the Code),
or cause any
income realized in respect of such REO Property to fail to qualify
as Rents from
Real Property.
"Index": With respect to each Adjustable-Rate Mortgage Loan and
each
related Adjustment Date, [the average of the interbank offered
rates for
six-month United States dollar deposits in the London market as
published in THE
WALL STREET JOURNAL and as most recently available as of the first
business day
45 days or more prior to such Adjustment Date, as specified in the
related
Mortgage Note].
"Insurance Proceeds": Proceeds of any title policy, hazard policy
or
other insurance policy covering a Mortgage Loan, to the extent such
proceeds are
not to be applied to the restoration of the related Mortgaged
Property or
released to the Mortgagor in accordance with the procedures that
the Servicer
would follow in servicing mortgage loans held for its own account,
subject to
the terms and conditions of the related Mortgage Note and
Mortgage.
"Interest Accrual Period": With respect to any Distribution Date
and
the Adjustable-Rate Certificates, the period from and including the
Distribution
Date in the month immediately preceding the month in which such
Distribution
Date occurs (or, in the case of the first Distribution Date, from
and including
the Closing Date) to and including the day preceding such
Distribution Date.
With respect to any Distribution Date and the Class C Certificates
and the REMIC
I Regular Interests, the one-month period ending on the last day of
the calendar
month preceding the month in which such Distribution Date
occurs.
"Interest Carry Forward Amount": With respect to any Distribution
Date
and the Class A Certificates or any Class of Subordinate
Certificates, the sum
of (i) the amount, if any, by which (a) the Interest Distribution
Amount for
such Class of Certificates as of the immediately preceding
Distribution Date
exceeded (b) the actual amount distributed on such Class of
Certificates in
respect of interest on such immediately preceding Distribution Date
and (ii) the
amount of any Interest Carry Forward Amount for such Class of
Certificates
remaining undistributed from the previous Distribution Date, plus
accrued
interest thereon calculated at the related Pass-Through Rate for
the most
recently ended Interest Accrual Period.
"Interest Determination Date": With respect to the
Adjustable-Rate
Certificates, and solely for purposes of calculating the Marker
Rate, REMIC I
Regular Interest A, REMIC I Regular Interest M1, REMIC I Regular
Interest M2,
REMIC I Regular Interest M3, REMIC I Regular Interest B1, REMIC I
Regular
Interest B2, REMIC I Regular Interest B3, and REMIC I Regular
Interest B4 and
any Interest Accrual Period therefor, the second LIBOR Business Day
preceding
the commencement of such Interest Accrual Period.
"Interest Distribution Amount": With respect to any Distribution
Date
and the Class A Certificates, any Class of Subordinate Certificates
or the Class
C Certificates, the aggregate Accrued Certificate Interest on the
Certificates
of such Class for such Distribution Date.
"Interest Remittance Amount": With respect to any Distribution
Date,
that portion of the Available Distribution Amount for such
Distribution Date
that represents interest received or advanced on the Mortgage
Loans.
"Investment Account": As defined in Section 3.06.
"Late Collections": With respect to any Mortgage Loan for which a
P&I
Advance or Servicing Advance was made, all amounts received
subsequent to the
date on which such P&I Advance or Servicing Advance was made,
whether as late
payments of Monthly Payments or as Insurance Proceeds, Liquidation
Proceeds,
Subsequent Recoveries or otherwise, which represent late payments
or collections
of principal and/or interest due (without regard to any
acceleration of payments
under the related Mortgage and Mortgage Note) but that were
Delinquent the date
on which such P&I Advance or Servicing Advance was made, and
not previously
recovered.
"LIBOR Business Day": Any day on which banks in the City of London
and
City of New York are open and conducting transactions in United
States dollars.
"Liquidation Event": With respect to any Mortgage Loan, any of
the
following events: (i) such Mortgage Loan is paid in full; (ii) a
Final Recovery
Determination is made as to such Mortgage Loan; or (iii) such
Mortgage Loan is
removed from REMIC I by reason of its being purchased, sold or
replaced pursuant
to or as contemplated by Section 2.03, Section 3.16 or Section
9.01. With
respect to any REO Property, either of the following events: (i) a
Final
Recovery Determination is made as to such REO Property; or (ii)
such REO
Property is removed from REMIC I by reason of its being purchased
pursuant to
Section 9.01.
"Liquidation Proceeds": The amount (other than Insurance Proceeds
or
amounts received in respect of the rental of any REO Property prior
to REO
Disposition) received by the Servicer in connection with (i) the
taking of all
or a part of a Mortgaged Property by exercise of the power of
eminent domain or
condemnation, (ii) the liquidation of a defaulted Mortgage Loan
through a
trustee's sale, foreclosure sale or otherwise or (iii) the
repurchase,
substitution or sale of a Mortgage Loan or an REO Property pursuant
to or as
contemplated by Section 2.03, Section 3.13, Section 3.16 or Section
9.01.
"Loan-to-Value Ratio": As of any date of determination and with
respect
to first lien Mortgage Loans, the fraction, expressed as a
percentage, the
numerator of which is the Stated Principal Balance of the related
Mortgage Loan
at such date and the denominator of which is the Value of the
related Mortgaged
Property.
"Lost Note Affidavit": With respect to any Mortgage Loan as to
which
the original Mortgage Note has been permanently lost, misplaced or
destroyed and
has not been replaced, an affidavit from the Originator certifying
that the
original Mortgage Note has been lost, misplaced or destroyed
(together with a
copy of the related Mortgage Note) and indemnifying the Trust Fund
against any
loss, cost or liability resulting from the failure to deliver the
original
Mortgage Note, substantially in the form of Exhibit B hereto.
"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 REMIC I Remittance Rate for REMIC I Regular Interest A,
REMIC I Regular
Interest M1, REMIC I Regular Interest M2, REMIC I Regular Interest
M3, REMIC I
Regular Interest B1, REMIC I Regular Interest B2, REMIC I Regular
Interest B3,
REMIC I Regular Interest B4 and REMIC I Regular Interest ZZ, with
the rate on
each such REMIC I Regular Interest (other than REMIC I Regular
Interest ZZ)
subject to the lesser of (i) LIBOR plus the related Certificate
Margin and (ii)
the Net WAC Pass-Through Rate for the purpose of this calculation
for such
Distribution Date and with the rate on REMIC I Regular Interest ZZ
subject to a
cap of zero for the purpose of this calculation; provided, however,
that solely
for this purpose, calculations of the REMIC I Remittance Rate and
the related
caps with respect to REMIC I Regular Interest A, REMIC I Regular
Interest M1,
REMIC I Regular Interest M2, REMIC I Regular Interest M3, REMIC I
Regular
Interest B1, REMIC I Regular Interest B2, REMIC I Regular Interest
B3 and REMIC
I Regular Interest B4 shall be multiplied by a fraction, the
numerator of which
is the actual number of days in the Interest Accrual Period and the
denominator
of which is 30.
"Maximum Cap Rate": For any Distribution Date with respect to the
Class
A Certificates and the Subordinate Certificates, a per annum rate
equal to the
product of (x) the weighted average of the Expense Adjusted Net
Maximum Mortgage
Rates of the Mortgage Loans, weighted on the basis of the
outstanding Stated
Principal Balances of the Mortgage Loans as of the first day of the
month
preceding the month of such Distribution Date (after giving effect
to scheduled
payments of principal due during the related Due Period, to the
extent received
or advanced, and unscheduled collections of principal received
during the
related Prepayment Period) and (y) a fraction, the numerator of
which is 30 and
the denominator of which is the actual number of days elapsed in
the related
Interest Accrual Period.
"Maximum Uncertificated Interest Deferral Amount": With respect to
any
Distribution Date, the excess of (i) accrued interest at the REMIC
I Remittance
Rate applicable to REMIC I Regular Interest ZZ for such
Distribution Date on a
balance equal to the Uncertificated Balance of REMIC I Regular
Interest ZZ minus
the REMIC I Overcollateralization Amount, in each case for such
Distribution
Date, over (ii) Uncertificated Interest on REMIC I Regular Interest
A, REMIC I
Regular Interest M1, REMIC I Regular Interest M2, REMIC I Regular
Interest M3,
REMIC I Regular Interest B1, REMIC I Regular Interest B2, REMIC I
Regular
Interest B3 and REMIC I Regular Interest B4 for such Distribution
Date, with the
rate on each such REMIC I Regular Interest subject to a cap equal
to the lesser
of (i) One-Month LIBOR plus the related Certificate Margin and (ii)
the related
Net WAC Pass-Through Rate; provided, however, that solely for this
purpose,
calculations of the REMIC I Remittance Rate and the related caps
with respect to
each such REMIC I Regular Interest (other than REMIC I Regular
Interest ZZ)
shall be multiplied by a fraction, the numerator of which is the
actual number
of days in the Interest Accrual Period and the denominator of which
is 30.
"Maximum Mortgage Rate": With respect to each Adjustable-Rate
Mortgage
Loan, the percentage set forth in the related Mortgage Note as the
maximum
Mortgage Rate thereunder.
"Minimum Mortgage Rate": With respect to each Adjustable-Rate
Mortgage
Loan, the percentage set forth in the related Mortgage Note as the
minimum
Mortgage Rate thereunder.
"MERS": Mortgage Electronic Registration Systems, Inc., a
corporation
organized and existing under the laws of the State of Delaware, or
any successor
thereto.
"MERS Mortgage Loan": Any Mortgage Loan registered with MERS on
the
MERS(R) System.
"MERS(R) System": The system of recording transfers of
mortgages
electronically maintained by MERS.
"Monthly
Payment": With respect to any Mortgage Loan, the scheduled
monthly payment of principal and interest on such Mortgage Loan
which is payable
by the related Mortgagor from time to time under the related
Mortgage Note,
determined: (a) after giving effect to (i) any Deficient Valuation
and/or Debt
Service Reduction with respect to such Mortgage Loan and (ii) any
reduction in
the amount of interest collectible from the related Mortgagor
pursuant to the
Relief Act; (b) without giving effect to any extension granted or
agreed to by
the Servicer pursuant to Section 3.02; and (c) on the assumption
that all other
amounts, if any, due under such Mortgage Loan are paid when
due.
"Moody's": Moody's Investors Service, Inc., or its successor in
interest.
"Mortgage": The mortgage, deed of trust or other instrument
creating a
first lien or second lien on a Mortgaged Property securing a
Mortgage Note.
"Mortgage File": The mortgage documents listed in Section 2.01
pertaining to a particular Mortgage Loan and any additional
documents required
to be added to the Mortgage File pursuant to this Agreement.
"Mortgage Loan": Each mortgage loan transferred and assigned to
the
Trustee pursuant to Section 2.01 or Section 2.03(d) of this
Agreement as held
from time to time as a part of REMIC I, the Mortgage Loans so held
being
identified in the Mortgage Loan Schedule.
"Mortgage Loan Purchase Agreement": The agreement between the
Seller
and the Depositor, regarding the transfer of the Mortgage Loans by
the Seller to
or at the direction of the Depositor, or the agreement between the
Seller and
the Originator, regarding the transfer of the Mortgage Loans by the
Originator
to or at the direction of the Seller, as applicable, each
substantially in the
form of Exhibit D annexed hereto.
"Mortgage Loan Schedule": As of any date, the list of Mortgage
Loans
included in REMIC I on such date, attached hereto as Schedule 1.
The Mortgage
Loan Schedule shall set forth the following information with
respect to each
Mortgage Loan:
(1) the Originator's Mortgage Loan identifying number;
(2) [Reserved];
(3) the state and zip code of the Mortgaged Property;
(4) a code indicating whether the Mortgaged Property is
owner-occupied;
(5) the type of Residential Dwelling constituting the
Mortgaged Property;
(6) the original months to maturity;
(7) the Loan-to-Value Ratio or Combined Loan-to-Value Ratio at
origination;
(8) the Mortgage Rate in effect immediately following the
Cut-off Date;
(9) the date on which the first Monthly Payment was due on the
Mortgage Loan;
(10) the stated maturity date;
(11) the amount of the Monthly Payment due on the first Due
Date after the Cut-off Date;
(12) the last Due Date on which a Monthly Payment was actually
applied to the unpaid Stated Principal Balance;
(13) the original principal amount of the Mortgage Loan;
(14) the Scheduled Principal Balance of the Mortgage Loan as
of the close of business on the Cut-off Date;
(15) a code indicating the purpose of the Mortgage Loan (I.E.,
purchase, refinance cashout, or refinance no cashout);
(16) the [risk grade assigned] by the Originator;
(17) the Value of the Mortgaged Property;
(18) the purchase price of the Mortgaged Property, if
applicable;
(19) the FICO score of the primary Mortgagor;
(20) a code indicating whether a Prepayment Charge is
applicable and if so, the term and the amount of such
Prepayment
Charge;
(21) a code indicating the type of Mortgage Loan (E.G.,
balloon loan, interest only loan);
(22) a code indicating the documentation program (I.E., Full
Documentation, Limited Documentation or Stated Income);
(23) the Mortgage Rate at origination; and
(24) with respect to the Adjustable-Rate Mortgage Loans:
(i) the Gross Margin;
(ii) the Maximum Mortgage Rate;
(iii) the Minimum Mortgage Rate;
(iv) the Periodic Rate Cap;
(v) the maximum first Adjustment Date Mortgage Rate
adjustment; and
(vi) the first Adjustment Date immediately following
the Cut-off Date.
The Mortgage Loan Schedule shall set forth the following
information
with respect to the Mortgage Loans and in the aggregate as of the
Cut-off Date:
(1) the number of Mortgage Loans; (2) the current aggregate Stated
Principal
Balance of the Mortgage Loans; (3) the weighted average Mortgage
Rate of the
Mortgage Loans; and (4) the weighted average remaining term to
maturity of the
Mortgage Loans. The Mortgage Loan Schedule shall be amended from
time to time by
the Depositor in accordance with the provisions of this Agreement.
With respect
to any Qualified Substitute Mortgage Loan, the Cut-off Date shall
refer to the
related Cut-off Date for such Mortgage Loan, determined in
accordance with the
definition of Cut-off Date herein.
"Mortgage Note": The original executed note or other evidence of
the
indebtedness of a Mortgagor under a Mortgage Loan, including any
riders thereto.
"Mortgage Pool": The pool of Mortgage Loans, identified on Schedule
1
from time to time, and any REO Properties acquired in respect
thereof.
"Mortgage Rate": With respect to each Mortgage Loan, the annual
rate at
which interest accrues on such Mortgage Loan from time to time in
accordance
with the provisions of the related Mortgage Note, which rate (i)
with respect to
each Fixed-Rate Mortgage Loan shall remain constant at the rate set
forth in the
Mortgage Loan Schedule as the Mortgage Rate in effect immediately
following the
Cut-off Date and (ii) with respect to the Adjustable-Rate Mortgage
Loans, (A) as
of any date of determination until the first Adjustment Date
following the
Cut-off Date shall be the rate set forth in the Mortgage Loan
Schedule as the
Mortgage Rate in effect immediately following the Cut-off Date and
(B) as of any
date of determination thereafter shall be the rate as adjusted on
the most
recent Adjustment Date equal to the sum, rounded to the nearest
0.125% as
provided in the Mortgage Note, of the Index, as most recently
available as of a
date prior to the Adjustment Date as set forth in the related
Mortgage Note,
plus the related Gross Margin; provided that the Mortgage Rate on
such
Adjustable-Rate Mortgage Loan on any Adjustment Date shall never be
more than
the lesser of (i) the sum of the Mortgage Rate in effect
immediately prior to
the Adjustment Date plus the related Periodic Rate Cap, if any, and
(ii) the
related Maximum Mortgage Rate, and shall never be less than the
greater of (i)
the Mortgage Rate in effect immediately prior to the Adjustment
Date less the
Periodic Rate Cap, if any, and (ii) the related Minimum Mortgage
Rate. With
respect to each Mortgage Loan that becomes an REO Property, as of
any date of
determination, the annual rate determined in accordance with the
immediately
preceding sentence as of the date such Mortgage Loan became an REO
Property.
"Mortgaged Property": The underlying property identified in the
related
Mortgage as securing a Mortgage Loan, including any REO Property,
consisting of
an Estate in Real Property improved by a Residential Dwelling
(excluding for
purposes of construing the representations or warranties made in
the Mortgage
Loan Purchase Agreement, any improvements thereupon not considered
by the
appraiser in determining the Value of such Mortgaged Property).
"Mortgagor": The obligor(s) on a Mortgage Note.
"Net Monthly Excess Cashflow": With respect to any Distribution
Date,
the sum of (i) the excess of (x) the Available Distribution Amount
for such
Distribution Date over (y) the sum for such Distribution Date of
(A) the Class A
Interest Distribution Amount, (B) the Interest Distribution
Amounts
distributable to the Subordinate Certificates and (C) the Principal
Remittance
Amount and (ii) any Overcollateralization Reduction Amount for such
Distribution
Date.
"Net Mortgage Rate": With respect to any Mortgage Loan (or the
related
REO Property) as of any date of determination, a per annum rate of
interest
equal to the then applicable Mortgage Rate for such Mortgage Loan
minus the
Servicing Fee Rate.
"Net WAC Pass-Through Rate": For any Distribution Date with respect
to
the Class A Certificates and the Subordinate Certificates, a per
annum rate
equal to the product of (x) (a) the weighted average of the Expense
Adjusted Net
Mortgage Rates of the Mortgage Loans, weighted on the basis of the
outstanding
Stated Principal Balances of the Mortgage Loans as of the first day
of the month
preceding the month of such Distribution Date (after giving effect
to scheduled
payments of principal due during the related Due Period, to the
extent received
or advanced, and unscheduled collections of principal received
during the
related Prepayment Period) and (y) a fraction, the numerator of
which is 30 and
the denominator of which is the actual number of days elapsed in
the related
Interest Accrual Period; for federal income tax purposes, however,
the
equivalent of the foregoing, expressed as the weighted average of
the REMIC I
Remittance Rate on the REMIC I Regular Interests, weighted on the
basis of the
Uncertificated Balance of each such REMIC I Regular Interest.
"Net WAC Rate Carryover Amount": With respect to the Class A
Certificates and any Class of the Subordinate Certificates and any
Distribution
Date, the sum of (A) the excess, if any, of (i) the amount of
interest such
Certificates would have accrued for such Distribution Date had the
applicable
Pass-Through Rate been calculated at the related Formula Rate, over
(ii) the
amount of interest accrued on such Certificates at the related Net
WAC
Pass-Through Rate for such Distribution Date and (B) the related
Net WAC Rate
Carryover Amount for the previous Distribution Date not previously
paid,
together with interest thereon at a rate equal to the related
Formula Rate
applicable for such Class in each case for the Interest Accrual
Period for the
current Distribution Date.
"Net WAC Rate Carryover Reserve Account": The Net WAC Rate
Carryover
Reserve Account established and maintained pursuant to Section
4.09.
"Net WAC Rate Carryover Reserve Account Deposit": With respect to
the
Net WAC Rate Carryover Reserve Account, an amount equal to $5,000,
which the
Depositor shall deposit into the Net WAC Rate Carryover Reserve
Account pursuant
to Section 4.09 hereof.
"New Lease": Any lease of REO Property entered into on behalf of
REMIC
I, including any lease renewed or extended on behalf of REMIC I, if
REMIC I has
the right to renegotiate the terms of such lease.
"Nonrecoverable Advance": Any P&I Advance previously made or
proposed
to be made in respect of a Mortgage Loan or REO Property that, in
the good faith
business judgment of the Servicer, will not or, in the case of a
proposed P&I
Advance, would not be ultimately recoverable from related Late
Collections,
Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan or
REO Property
as provided herein.
"Nonrecoverable Servicing Advance": Any Servicing Advance
previously
made or proposed to be made in respect of a Mortgage Loan or REO
Property that,
in the good faith business judgment of the Servicer, will not or,
in the case of
a proposed Servicing Advance, would not be ultimately recoverable
from related
Late Collections, Insurance Proceeds or Liquidation Proceeds on
such Mortgage
Loan or REO Property as provided herein.
"Non-United States Person": Any Person other than a United
States
Person.
"Notional Amount": With respect to the Class C Certificates and
any
Distribution Date, the aggregate Uncertificated Balance of the
REMIC I Regular
Interests (other than REMIC I Regular Interest P), immediately
prior to such
Distribution Date.
"Officers' Certificate": With respect to the Depositor, a
certificate
signed by the President, Vice President or Secretary. With respect
to the
Servicer, any officer who is authorized to act for the Servicer in
matters
relating to this Agreement, and whose action is binding upon the
Servicer,
initially including those individuals whose names appear on the
list of
authorized officers delivered at the closing.
"One-Month LIBOR": With respect to the Adjustable-Rate
Certificates,
REMIC I Regular Interest A, REMIC I Regular Interest M1, REMIC I
Regular
Interest M2, REMIC I Regular Interest M3, REMIC I Regular Interest
B1, REMIC I
Regular Interest B2, REMIC I Regular Interest B3 and REMIC I
Regular Interest B4
and any Interest Accrual Period therefor, the rate determined by
the Trustee on
the related Interest Determination Date on the basis of the offered
rate for
one-month U.S. dollar deposits, as such rate appears on Telerate
Page 3750 as of
11:00 a.m. (London time) on such Interest Determination Date;
provided that if
such rate does not appear on Telerate Page 3750, the rate for such
date shall be
determined on the basis of the offered rates of the Reference Banks
for
one-month U.S. dollar deposits, as of 11:00 a.m. (London time) on
such Interest
Determination Date. In such event, the Trustee shall request the
principal
London office of each of the Reference Banks to provide a quotation
of its rate.
If on such Interest Determination Date, two or more Reference Banks
provide such
offered quotations, One-Month LIBOR for the related Interest
Accrual Period
shall be the arithmetic mean of such offered quotations (rounded
upwards, if
necessary, to the nearest whole multiple of 1/16%). If on such
Interest
Determination Date, fewer than two Reference Banks provide such
offered
quotations, One-Month LIBOR for the related Interest Accrual Period
shall be the
higher of (i) LIBOR as determined on the previous Interest
Determination Date
and (ii) the Reserve Interest Rate. Notwithstanding the foregoing,
if, under the
priorities described above, LIBOR for an Interest Determination
Date would be
based on LIBOR for the previous Interest Determination Date for the
third
consecutive Interest Determination Date, the Trustee shall select,
after
consultation with the Depositor, an alternative comparable index
(over which the
Trustee has no control), used for determining one-month Eurodollar
lending rates
that is calculated and published (or otherwise made available) by
an independent
party.
"Opinion of Counsel": A written opinion of counsel, who may,
without
limitation, be salaried counsel for the Depositor or the Servicer
acceptable to
the Trustee if such opinion is delivered to the Trustee, except
that any opinion
of counsel relating to (a) the qualification of any Trust REMIC as
a REMIC or
(b) compliance with the REMIC Provisions must be an opinion of
Independent
outside counsel.
"Optional Termination Date": The first Distribution Date on which
the
aggregate Stated Principal Balance of the Mortgage Loans and REO
Properties
remaining in the Trust Fund is reduced to an amount less than 10%
of the
aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.
"Originator": _________.
"Overcollateralization Amount": With respect to any Distribution
Date,
the excess, if any, of (a) the aggregate Stated Principal Balances
of the
Mortgage Loans and REO Properties immediately following such
Distribution Date
(after giving effect to scheduled payments of principal due during
the related
Due Period, to the extent received or advanced, and unscheduled
collections of
principal received during the related Prepayment Period), over (b)
the sum of
the aggregate Certificate Principal Balance of the Class A
Certificates, the
Subordinate Certificates and the Class P Certificates as of such
Distribution
Date (after giving effect to distributions to be made on such
Distribution
Date).
"Overcollateralization Increase Amount": With respect to any
Distribution Date, the lesser of (a) the excess, if any, of (i)
the
Overcollateralization Target Amount applicable to such Distribution
Date over
(ii) the Overcollateralization Test Amount applicable to such
Distribution Date
and (b) the Net Monthly Excess Cashflow for such Distribution
Date.
"Overcollateralization Reduction Amount": With respect to any
Distribution Date, an amount equal to the lesser of (a) the excess,
if any, of
(i) the Overcollateralization Test Amount for such Distribution
Date over (ii)
the Overcollateralization Target Amount for such Distribution Date
and (b) the
Principal Remittance Amount.
"Overcollateralization Target Amount": With respect to any
Distribution
Date (i) prior to the Stepdown Date, ___% of the aggregate Stated
Principal
Balance of the Mortgage Loans as of the Cut-off Date, (ii) on or
after the
Stepdown Date provided a Trigger Event is not in effect, the
greater of (x) ___%
of the aggregate Stated Principal Balance of the Mortgage Loans as
of the last
day of the related Due Period (after giving effect to scheduled
payments of
principal due during the related Due Period, to the extent received
or advanced
and unscheduled collections of principal received during the
related Prepayment
Period) and (y) $____, or (iii) on or after the Stepdown Date and
if a Trigger
Event is in effect, the Overcollateralization Target Amount for the
immediately
preceding Distribution Date. Notwithstanding the foregoing, on and
after any
Distribution Date following the reduction of the aggregate
Certificate Principal
Balance of the Class A Certificates and the Subordinate
Certificates to zero,
the Overcollateralization Target Amount shall be zero.
"Overcollateralization Test Amount": With respect to any
Distribution
Date, the excess, if any, of (a) the aggregate Stated Principal
Balances of the
Mortgage Loans and REO Properties immediately following such
Distribution Date
(after giving effect to scheduled payments of principal due during
the related
Due Period, to the extent received or advanced, and unscheduled
collections of
principal received during the related Prepayment Period), over (b)
the sum of
the aggregate Certificate Principal Balance of the Class A
Certificates, the
Subordinate Certificates and the Class P Certificates immediately
preceding such
Distribution Date minus the Principal Remittance Amount for such
Distribution
Date.
"Ownership Interest": As to any Certificate, any ownership or
security
interest in such Certificate, including any interest in such
Certificate as the
Holder thereof and any other interest therein, whether direct or
indirect, legal
or beneficial, as owner or as pledgee.
"P&I Advance": As to any Mortgage Loan or REO Property, any
advance
made by the Servicer or a successor Servicer in respect of any
Distribution Date
representing the aggregate of all payments of principal (other than
Balloon
Payments) and interest, net of the Servicing Fee, that were due
during the
related Due Period on the Mortgage Loans and that were delinquent
on the related
Determination Date, plus certain amounts representing assumed
payments not
covered by any current net income on the Mortgaged Properties
acquired by
foreclosure or deed in lieu of foreclosure as determined pursuant
to Section
4.03.
"Pass-Through Rate": With respect to any Class of
Adjustable-Rate
Certificates and any Distribution Date, the least of (x) One-Month
LIBOR plus
the related Certificate Margin for such Distribution Date, (y) the
Maximum Cap
Rate for such Distribution Date and (z) the Net WAC Pass-Through
Rate for such
Distribution Date.
With respect to the Class C Certificates and any Distribution Date,
a
rate per annum equal to the percentage equivalent of a fraction,
the numerator
of which is (x) the sum of (i) 100% of the interest on REMIC I
Regular Interest
P and (ii) interest on the Uncertificated Balance of each REMIC I
Regular
Interest listed in clause (y) at a rate equal to the related REMIC
I Remittance
Rate minus the Marker Rate and the denominator of which is (y) the
aggregate
Uncertificated Balance of REMIC I Regular Interests AA, A, M1, M2,
M3, B1, B2,
B3, B4 and ZZ.
"Percentage Interest": With respect to any Class of Certificates
(other
than the Residual Certificates), the undivided percentage ownership
in such
Class evidenced by such Certificate, expressed as a percentage, the
numerator of
which is the initial Certificate Principal Balance or Notional
Amount
represented by such Certificate and the denominator of which is the
aggregate
initial Certificate Principal Balance or Notional Amount of all of
the
Certificates of such Class. The Class A Certificates and the
Subordinate
Certificates (other than the Class B-4 Certificates) are issuable
only in
minimum Percentage Interests corresponding to minimum initial
Certificate
Principal Balances of $25,000 and integral multiples of $1.00 in
excess thereof.
The Class B-4 Certificates are issuable only in minimum Percentage
Interests
corresponding to minimum initial Certificate Principal Balances of
$50,000 and
integral multiples of $1.00 in excess thereof. The Class P
Certificates are
issuable only in minimum Percentage Interests corresponding to
minimum initial
Certificate Principal Balances of $20 and integral multiples
thereof. The Class
C Certificates are issuable only in minimum Percentage Interests
corresponding
to minimum initial Notional Amount of $10,000 and integral
multiples of $1.00 in
excess thereof; provided, however, that a single Certificate of
such Class of
Certificates may be issued having a Percentage Interest
corresponding to the
remainder of the aggregate initial Certificate Principal Balance or
Notional
Amount of such Class or to an otherwise authorized denomination for
such Class
plus such remainder. With respect to any Residual Certificate, the
undivided
percentage ownership in such Class evidenced by such Certificate,
as set forth
on the face of such Certificate. The Residual Certificates are
issuable in
Percentage Interests of 20% and multiples thereof.
"Periodic Rate Cap": With respect to each Adjustable-Rate Mortgage
Loan
and any Adjustment Date therefor, the fixed percentage set forth in
the related
Mortgage Note, which is the maximum amount by which the Mortgage
Rate for such
Mortgage Loan may increase or decrease (without regard to the
Maximum Mortgage
Rate or the Minimum Mortgage Rate) on such Adjustment Date from the
Mortgage
Rate in effect immediately prior to such Adjustment Date.
"Permitted Investments": Any one or more of the following
obligations
or securities acquired at a purchase price of not greater than par,
regardless
of whether issued by the Depositor, the Servicer, the Trustee or
any of their
respective Affiliates:
(i) direct obligations of, or obligations fully guaranteed as
to timely payment of principal and interest by, the United States
or
any agency or instrumentality thereof, provided such obligations
are
backed by the full faith and credit of the United States;
(ii) demand and time deposits in, certificates of deposit of,
or bankers' acceptances (which shall each have an original maturity
of
not more than 90 days and, in the case of bankers' acceptances,
shall
in no event have an original maturity of more than 365 days or
a
remaining maturity of more than 30 days) denominated in United
States
dollars and issued by, any Depository Institution;
(iii) repurchase obligations with respect to any security
described in clause (i) above entered into with a Depository
Institution (acting as principal);
(iv) securities bearing interest or sold at a discount that
are issued by any corporation incorporated under the laws of the
United
States of America or any state thereof and that are rated by
each
Rating Agency that rates such securities in its highest
long-term
unsecured rating categories at the time of such investment or
contractual commitment providing for such investment;
(v) commercial paper (including both non-interest-bearing
discount obligations and interest-bearing obligations payable on
demand
or on a specified date not more than 30 days after the date of
acquisition thereof) that is rated by each Rating Agency that
rates
such securities in its highest short-term unsecured debt rating
available at the time of such investment; and
(vi) units of money market funds, including money market funds
managed or advised by the Trustee or an Affiliate thereof, that
have
been rated "Aaa" by Moody's, "AAA" by Fitch, "AAA" by DBRS and
"AAAm"
by S&P (if rated by the respective Rating Agency);
provided, however, that no instrument described hereunder shall
evidence either
the right to receive (a) only interest with respect to the
obligations
underlying such instrument or (b) both principal and interest
payments derived
from obligations underlying such instrument and the interest and
principal
payments with respect to such instrument provide a yield to
maturity at par
greater than 120% of the yield to maturity at par of the underlying
obligations.
"Permitted Transferee": Any Transferee of a Residual Certificate
other
than a Disqualified Organization or Non-United States Person.
"Person": Any individual, corporation, limited liability
company,
partnership, joint venture, association, joint-stock company,
trust,
unincorporated organization or government or any agency or
political subdivision
thereof.
"Plan": Any employee benefit plan or certain other retirement plans
and
arrangements, including individual retirement accounts and
annuities, Keogh
plans and bank collective investment funds and insurance company
general or
separate accounts in which such plans, accounts or arrangements are
invested,
that are subject to ERISA or Section 4975 of the Code.
"Prepayment Assumption": _____.
"Prepayment Charge": With respect to any Prepayment Period, any
prepayment premium, fee or charge payable by a Mortgagor in
connection with any
Principal Prepayment pursuant to the terms of the related Mortgage
Note as from
time to time held as a part of the Trust Fund, the Prepayment
Charges so held
being identified in the Prepayment Charge Schedule (other than any
Servicer
Prepayment Charge Payment Amount).
"Prepayment Charge Schedule": As of any date, the list of
Prepayment
Charges included in the Trust Fund on such date, attached hereto as
Schedule 2
(including the prepayment charge summary attached thereto). The
Prepayment
Charge Schedule shall set forth the following information with
respect to each
Prepayment Charge:
(i) the Mortgage Loan identifying number;
(ii) a code indicating the type of Prepayment Charge;
(iii) the date on which the first Monthly Payment was due on
the related Mortgage Loan;
(iv) the term of the related Prepayment Charge;
(v) the original Stated Principal Balance of the related
Mortgage Loan; and
(vi) the Stated Principal Balance of the related Mortgage Loan
as of the Cut-off Date.
The Prepayment Charge Schedule shall be amended from time to time
by
the Servicer in accordance with the provisions of this Agreement
and a copy of
such amended Prepayment Charge Schedule shall be furnished by the
Servicer to
the Trustee.
"Prepayment
Interest Excess": With respect to any Distribution Date,
for each Mortgage Loan that was the subject of a Principal
Prepayment in full
during the portion of the related Prepayment Period occurring
between the first
day of the calendar month in which such Distribution Date occurs
and the
Determination Date in the calendar month in which such Distribution
Date occurs,
an amount equal to interest (to the extent received) at the
applicable Net
Mortgage Rate on the amount of such Principal Prepayment for the
number of days
from and including the first day of the calendar month in which
such
Distribution Date occurs to and including the last date through
which interest
is collected from the related Mortgagor. To the extent not
otherwise retained by
the Servicer, the Servicer may withdraw such Prepayment Interest
Excess from the
Collection Account in accordance with Section 3.05(a)(iv).
"Prepayment Interest Shortfall": With respect to any Distribution
Date,
for each Mortgage Loan that was the subject of a Principal
Prepayment in full
during the portion of the related Prepayment Period occurring
between the first
day of the related Prepayment Period and the last day of the
calendar month
preceding the month in which such Distribution Date occurs, an
amount equal to
interest at the applicable Net Mortgage Rate on the amount of such
Principal
Prepayment for the number of days from and including the day after
the last date
on which interest is collected from the related Mortgagor to and
including the
last day of the calendar month preceding such Distribution Date.
The obligations
of the Servicer in respect of any Prepayment Interest Shortfall are
set forth in
Section 4.03(e).
"Prepayment Period": With respect to any Distribution Date, the
period
from and including the day after the Determination Date in the
calendar month
preceding the calendar month in which such Distribution Date occurs
(or, in the
case of the first Distribution Date, from and including ______) to
and including
the Determination Date in the calendar month in which such
Distribution Date
occurs.
"Principal Distribution Amount": With respect to any Distribution
Date,
the lesser of (a) the excess of the Available Distribution Amount
over the
aggregate of the Interest Distribution Amounts payable to the Class
A and
Subordinate Certificates on such Distribution Date, and (b) the sum
of: (i) the
Principal Remittance Amount for such Distribution Date, and (ii)
the amount of
any Overcollateralization Increase Amount for such Distribution
Date; LESS (iii)
the amount of any Overcollateralization Reduction Amount for such
Distribution
Date. In no event shall the Principal Distribution Amount with
respect to any
Distribution Date be (x) less than zero or (y) greater than the
then outstanding
aggregate Certificate Principal Balance of the Class A and
Subordinate
Certificates.
"Principal Prepayment": Any payment of principal made by the
Mortgagor
on a Mortgage Loan which is received in advance of its scheduled
Due Date and
which is not accompanied by an amount of interest representing the
full amount
of scheduled interest due on any Due Date in any month or months
subsequent to
the month of prepayment.
"Principal Remittance Amount": With respect to any Distribution
Date,
the sum of: (i) the principal portion of each Monthly Payment on
the Mortgage
Loans due during the related Due Period, to the extent received on
or prior to
the related Determination Date or advanced prior to such
Distribution Date; (ii)
the Stated Principal Balance of any Mortgage Loan that was
purchased during the
related Prepayment Period pursuant to or as contemplated by Section
2.03,
Section 3.16 or Section 9.01 and the amount of any shortfall
deposited in the
Collection Account in connection with the substitution of a Deleted
Mortgage
Loan pursuant to Section 2.03 during the related Prepayment Period;
and (iii)
the principal portion of all other unscheduled collections
(including, without
limitation, Principal Prepayments, Subsequent Recoveries, Insurance
Proceeds,
Liquidation Proceeds and REO Principal Amortization) received
during the related
Prepayment Period on the Mortgage Loans, net of any portion thereof
that
represents a recovery of principal for which a P&I Advance was
made by the
Servicer pursuant to Section 4.03 in respect of a preceding
Distribution Date.
["Prospectus Supplement": The Prospectus Supplement, dated
_____,
relating to the public offering of the Class A Certificates and
Subordinate
Certificates (other than the Class B-4 Certificates).]
"PTCE": A Prohibited Transaction Class Exemption.
"Purchase Price": With respect to any Mortgage Loan or REO Property
to
be purchased pursuant to or as contemplated by Section 2.03,
Section 3.16 or
Section 9.01, and as confirmed by an Officers' Certificate from the
Servicer to
the Trustee, an amount equal to the sum of (i) 100% of the Stated
Principal
Balance thereof as of the date of purchase (or such other price as
provided in
Section 9.01), (ii) in the case of (x) a Mortgage Loan, accrued
interest on such
Stated Principal Balance at the applicable Net Mortgage Rate in
effect from time
to time from the Due Date as to which interest was last covered by
a payment by
the Mortgagor or a P&I Advance by the Servicer, which payment
or P&I Advance had
as of the date of purchase been distributed pursuant to Section
4.01, through
the end of the calendar month in which the purchase is to be
effected and (y) an
REO Property, the sum of (1) accrued interest on such Stated
Principal Balance
at the applicable Net Mortgage Rate in effect from time to time
from the Due
Date as to which interest was last covered by a payment by the
Mortgagor or an
advance by the Servicer through the end of the calendar month
immediately
preceding the calendar month in which such REO Property was
acquired plus (2)
REO Imputed Interest for such REO Property for each calendar month
commencing
with the calendar month in which such REO Property was acquired and
ending with
the calendar month in which such purchase is to be effected, net of
the total of
all net rental income, Insurance Proceeds, Liquidation Proceeds and
P&I Advances
that as of the date of purchase had been distributed as or to cover
REO Imputed
Interest pursuant to Section 4.01, (iii) any unreimbursed Servicing
Advances and
P&I Advances and any unpaid Servicing Fees allocable to such
Mortgage Loan or
REO Property, (iv) any amounts previously withdrawn from the
Collection Account
in respect of such Mortgage Loan or REO Property pursuant to
Sections 3.05(a)(v)
and 3.16 and (v) in the case of a Mortgage Loan required to be
purchased
pursuant to Section 2.03, expenses reasonably incurred or to be
incurred by the
Servicer or the Trustee in respect of the breach or defect giving
rise to the
purchase obligation, as well as any costs and damages incurred by
the Trust Fund
in connection with any violation by such loan of any predatory or
abusive
lending law.
"Qualified Substitute Mortgage Loan": A mortgage loan substituted
for a
Deleted Mortgage Loan pursuant to the terms of this Agreement which
must, on the
date of such substitution, (i) have an outstanding Stated Principal
Balance,
after application of all scheduled payments of principal and
interest due during
or prior to the month of substitution, not in excess of the
Scheduled Principal
Balance of the Deleted Mortgage Loan as of the Due Date in the
calendar month
during which the substitution occurs, (ii) have a Mortgage Rate as
of the Due
Date in the calendar month during which the substitution occurs not
less than
(and not more than one percentage point in excess of) the Mortgage
Rate of the
Deleted Mortgage Loan, (iii) with respect to any Adjustable-Rate
Mortgage Loan,
have a Maximum Mortgage Rate not less than the Maximum Mortgage
Rate on the
Deleted Mortgage Loan, (iv) with respect to any Adjustable-Rate
Mortgage Loan,
have a Minimum Mortgage Rate not less than the Minimum Mortgage
Rate of the
Deleted Mortgage Loan, (v) with respect to Adjustable-Rate Mortgage
Loan, have a
Gross Margin equal to the Gross Margin of the Deleted Mortgage
Loan, (vi) with
respect to any Adjustable-Rate Mortgage Loan, have a next
Adjustment Date not
more than two months later than the next Adjustment Date on the
Deleted Mortgage
Loan, (vii) have a remaining term to maturity not greater than (and
not more
than one year less than) that of the Deleted Mortgage Loan, (viii)
have the same
Due Date as the Due Date on the Deleted Mortgage Loan, (ix) have a
Loan-to-Value
Ratio or Combined Loan-to-Value Ratio as of the date of
substitution equal to or
lower than the Loan-to-Value Ratio of the Deleted Mortgage Loan as
of such date,
(x) have a risk grading determined by the Originator at least equal
to the risk
grading assigned on the Deleted Mortgage Loan, (xi) have been
underwritten or
reunderwritten by the Originator in accordance with the same
underwriting
criteria and guidelines as the Deleted Mortgage Loan, (xii) have a
Prepayment
Charge provision at least equal to the Prepayment Charge provision
of the
Deleted Mortgage Loan and (xiii) conform to each representation and
warranty set
forth in Section 6 of the Mortgage Loan Purchase Agreement
applicable to the
Deleted Mortgage Loan. In the event that one or more mortgage loans
are
substituted for one or more Deleted Mortgage Loans, the amounts
described in
clause (i) hereof shall be determined on the basis of aggregate
Stated Principal
Balances, the Mortgage Rates described in clause (ii) hereof shall
be determined
on the basis of weighted average Mortgage Rates, the terms
described in clause
(vii) hereof shall be determined on the basis of weighted average
remaining
terms to maturity, the Loan-to-Value Ratios described in clause
(ix) hereof
shall be satisfied as to each such mortgage loan, the risk gradings
described in
clause (x) hereof shall be satisfied as to each such mortgage loan
and, except
to the extent otherwise provided in this sentence, the
representations and
warranties described in clause (xiii) hereof must be satisfied as
to each
Qualified Substitute Mortgage Loan or in the aggregate, as the case
may be.
"Rating Agency" or "Rating Agencies": [Moody's, Fitch and S&P]
or their
successors. If such agencies or their successors are no longer in
existence,
"Rating Agencies" shall be such nationally recognized statistical
rating
agencies, or other comparable Persons, designated by the Depositor,
notice of
which designation shall be given to the Trustee and the
Servicer.
"Realized Loss": With respect to each Mortgage Loan as to which a
Final
Recovery Determination has been made, an amount (not less than
zero) equal to
(i) the unpaid Stated Principal Balance of such Mortgage Loan as of
the
commencement of the calendar month in which the Final Recovery
Determination was
made, plus (ii) accrued interest from the Due Date as to which
interest was last
paid by the Mortgagor through the end of the calendar month in
which such Final
Recovery Determination was made, calculated in the case of each
calendar month
during such period (A) at an annual rate equal to the annual rate
at which
interest was then accruing on such Mortgage Loan and (B) on a
principal amount
equal to the Stated Principal Balance of such Mortgage Loan as of
the close of
business on the Distribution Date during such calendar month, plus
(iii) any
amounts previously withdrawn from the Collection Account in respect
of such
Mortgage Loan pursuant to Section 3.05(a)(v) and Section 3.12(c),
minus (iv) the
proceeds, if any, received in respect of such Mortgage Loan during
the calendar
month in which such Final Recovery Determination was made, net of
amounts that
are payable therefrom to the Servicer with respect to such Mortgage
Loan
pursuant to Section 3.05(a)(ii).
If the Servicer receives Subsequent Recoveries with respect to
any
Mortgage Loan, the amount of Realized Losses with respect to that
Mortgage Loan
shall be reduced to the extent such recoveries are applied to
principal
distributions on any Distribution Date.
With respect to any REO Property as to which a Final Recovery
Determination has been made, an amount (not less than zero) equal
to (i) the
unpaid Stated Principal Balance of the related Mortgage Loan as of
the date of
acquisition of such REO Property on behalf of REMIC I, plus (ii)
accrued
interest from the Due Date as to which interest was last paid by
the Mortgagor
in respect of the related Mortgage Loan through the end of the
calendar month
immediately preceding the calendar month in which such REO Property
was
acquired, calculated in the case of each calendar month during such
period (A)
at an annual rate equal to the annual rate at which interest was
then accruing
on the related Mortgage Loan and (B) on a principal amount equal to
the Stated
Principal Balance of the related Mortgage Loan as of the close of
business on
the Distribution Date during such calendar month, plus (iii) REO
Imputed
Interest for such REO Property for each calendar month commencing
with the
calendar month in which such REO Property was acquired and ending
with the
calendar month in which such Final Recovery Determination was made,
plus (iv)
any amounts previously withdrawn from the Collection Account in
respect of the
related Mortgage Loan pursuant to Section 3.05(a)(v) and Section
3.12(c), minus
(v) the aggregate of all P&I Advances made by the Servicer in
respect of such
REO Property or the related Mortgage Loan for which the Servicer
has been or, in
connection with such Final Recovery Determination, shall be
reimbursed pursuant
to Section 3.13 out of rental income, Insurance Proceeds and
Liquidation
Proceeds received in respect of such REO Property, minus (vi) the
total of all
net rental income, Insurance Proceeds and Liquidation Proceeds
received in
respect of such REO Property that has been, or in connection with
such Final
Recovery Determination, shall be transferred to the Distribution
Account
pursuant to Section 3.13.
With respect to each Mortgage Loan which has become the subject of
a
Deficient Valuation, the difference between the Stated Principal
Balance of the
Mortgage Loan outstanding immediately prior to such Deficient
Valuation and the
Stated Principal Balance of the Mortgage Loan as reduced by the
Deficient
Valuation.
With respect to each Mortgage Loan which has become the subject of
a
Debt Service Reduction, the portion, if any, of the reduction in
each affected
Monthly Payment attributable to a reduction in the Mortgage Rate
imposed by a
court of competent jurisdiction. Each such Realized Loss shall be
deemed to have
been incurred on the Due Date for each affected Monthly
Payment.
"Record Date": With respect to each Distribution Date and any
Adjustable-Rate Certificate that is a Book-Entry Certificate, the
Business Day
immediately preceding such Distribution Date. With respect to each
Distribution
Date and any other Class of Certificates, including any Definitive
Certificates,
the last Business Day of the month immediately preceding the month
in which such
Distribution Date occurs.
"Reference Banks": Four leading banks selected by the Trustee
(after
consultation with the Depositor) which are engaged in transactions
in Eurodollar
deposits in the international Eurocurrency market (i) with an
established place
of business in London, (ii) not controlling, under the control of
or under
common control with the Depositor or any Affiliate thereof and
(iii) which have
been designated as such by the Trustee.
"Refinanced Mortgage Loan": A Mortgage Loan the proceeds of which
were
not used to purchase the related Mortgaged Property.
"Regular Certificate": Any Class A Certificate, Subordinate
Certificate, Class P Certificate or Class C Certificate.
"Regular Interest": A "regular interest" in a REMIC within the
meaning
of Section 860G(a)(1) of the Code.
"Regulation AB": Subpart 229.1100 - Asset Backed Securities
(Regulation
AB), 17 C.F.R. ss.ss. 229.1100-229, 1123, as amended from time to
time.
"Relief Act": The Servicemembers Civil Relief Act or any
applicable
state law providing similar relief.
"Relief Act Interest Shortfall": With respect to any Distribution
Date
and any Mortgage Loan, any reduction in the amount of interest
collectible on
such Mortgage Loan for the most recently ended calendar month as a
result of the
application of the Relief Act.
"REMIC": A "real estate mortgage investment conduit" within the
meaning
of Section 860D of the Code.
"REMIC Available Funds": With respect to any Distribution Date,
an
amount equal to (1) the sum of (a) the aggregate of the amounts on
deposit in
the Collection Account and Distribution Account as of the close of
business on
the related Determination Date, including any Subsequent
Recoveries, (b) the
aggregate of any amounts received in respect of an REO Property
withdrawn from
any REO Account and deposited in the Distribution Account for such
Distribution
Date pursuant to Section 3.13, (c) Compensating Interest, if any,
deposited in
the Distribution Account by the Servicer for such Distribution Date
pursuant to
Section 4.03 and (d) the aggregate of any P&I Advances made by
the Servicer for
such Distribution Date pursuant to Section 4.03, reduced (to not
less than zero)
by (2) the portion of the amount described in clause (1)(a) above
that
represents (i) Monthly Payments on the Mortgage Loans received from
a Mortgagor
on or prior to the Determination Date but due during any Due Period
subsequent
to the related Due Period, (ii) Principal Prepayments on the
Mortgage Loans
received after the related Prepayment Period (together with any
interest
payments received with such Principal Prepayments to the extent
they represent
the payment of interest accrued on the Mortgage Loans during a
period subsequent
to the end of the prior calendar month), (iii) Liquidation
Proceeds, Insurance
Proceeds and Subsequent Recoveries received in respect of the
Mortgage Loans
after the related Prepayment Period, (iv) amounts reimbursable or
payable to the
Depositor, the Servicer, the Trustee, the Seller, the Originator or
any
Sub-Servicer pursuant to Section 3.05, Section 3.06 or Section 7.01
or otherwise
payable in respect of Extraordinary Trust Fund Expenses, (v) the
Trustee Fee and
the Custodian Fee payable from the Distribution Account pursuant to
Section
8.05, (vi) amounts deposited in the Collection Account or the
Distribution
Account in error and (vii) the amount of any Prepayment Charges
collected by the
Servicer and the amount of any Servicer Prepayment Charge Payment
Amounts.
"REMIC I": The segregated pool of assets subject hereto,
constituting
the primary trust created hereby and to be administered hereunder,
with respect
to which a REMIC election is to be made, consisting of: (i) such
Mortgage Loans
and Prepayment Charges as from time to time are subject to this
Agreement,
together with the Mortgage Files relating thereto, and together
with all
collections thereon and proceeds thereof, (ii) any REO Property,
together with
all collections thereon and proceeds thereof, (iii) the Trustee's
rights with
respect to the Mortgage Loans under all insurance policies required
to be
maintained pursuant to this Agreement and any proceeds thereof,
(iv) the
Depositor's rights under the Mortgage Loan Purchase Agreement
(including any
security interest created thereby) to the extent conveyed pursuant
to Section
2.01 and (v) the Collection Account (other than any amounts
representing any
Servicer Prepayment Charge Payment Amounts), the Distribution
Account (other
than any amounts representing any Servicer Prepayment Charge
Payment Amounts)
and any REO Account and such assets that are deposited therein from
time to time
and any investments thereof, together with any and all income,
proceeds and
payments with respect thereto. Notwithstanding the foregoing,
however, REMIC I
specifically excludes any Servicer Prepayment Charge Payment
Amounts, the Net
WAC Rate Carryover Reserve Account, the Cap Contract, all payments
and other
collections of principal and interest due on the Mortgage Loans on
or before the
Cut-off Date and all Prepayment Charges payable in connection with
Principal
Prepayments made before the Cut-off Date.
"REMIC I Interest Loss Allocation Amount": With respect to any
Distribution Date, an amount (subject to adjustment based on the
actual number
of days elapsed in the respective Interest Accrual Periods for the
indicated
Regular Interests for such Distribution Date) equal to (a) the
product of (i)
the aggregate Stated Principal Balance of the Mortgage Loans and
REO Properties
then outstanding and (ii) the REMIC I Remittance Rate for REMIC I
Regular
Interest AA minus the Marker Rate, divided by (b) 12.
"REMIC I Overcollateralization Target Amount": 1.00% of the
Overcollateralization Target Amount.
"REMIC I Overcollateralized Amount": With respect to any date
of
determination, (i) the aggregate Uncertificated Balance of the
REMIC I Regular
Interests minus (ii) the aggregate Uncertificated Balance of REMIC
I Regular
Interest A, REMIC I Regular Interest M1, REMIC I Regular Interest
M2, REMIC I
Regular Interest M3, REMIC I Regular Interest B1, REMIC I Regular
Interest B2,
REMIC I Regular Interest B3 and REMIC I Regular Interest B4, in
each case as of
such date of determination.
"REMIC I Principal Loss Allocation Amount": With respect to any
Distribution Date, an amount equal to the product of (i) the
aggregate Stated
Principal Balance of the Mortgage Loans and REO Properties then
outstanding and
(ii) one minus a fraction, the numerator of which is two times the
aggregate
Uncertificated Balance of REMIC I Regular Interest A, REMIC I
Regular Interest
M1, REMIC I Regular Interest M2, REMIC I Regular Interest M3, REMIC
I Regular
Interest B1, REMIC I Regular Interest B2, REMIC I Regular Interest
B3 and REMIC
I Regular Interest B4 and the denominator of which is the
aggregate
Uncertificated Balance of REMIC I Regular Interest A, REMIC I
Regular Interest
M1, REMIC I Regular Interest M2, REMIC I Regular Interest M3, REMIC
I Regular
Interest B1, REMIC I Regular Interest B2, REMIC I Regular Interest
B3, REMIC I
Regular Interest B4 and REMIC I Regular Interest ZZ.
"REMIC I Regular Interest": Any of the separate
non-certificated
beneficial ownership interests in REMIC I issued hereunder and
designated as a
"regular interest" in REMIC I and listed in the Preliminary
Statement. Each
REMIC I Regular Interest shall accrue interest at the related REMIC
I Remittance
Rate in effect from time to time, and shall be entitled to
distributions of
principal, subject to the terms and conditions hereof, in an
aggregate amount
equal to its initial Uncertificated Balance as set forth in the
Preliminary
Statement hereto.
"REMIC I Remittance Rate": With respect to each REMIC I Regular
Interest, the weighted average of the Expense Adjusted Net Mortgage
Rates of the
Mortgage Loans.
"REMIC II": The segregated pool of assets consisting of all of
the
REMIC I Regular Interests conveyed in trust to the Trustee, for the
benefit of
the Holders of the Regular Certificates and the Class R Certificate
(in respect
of the Class R-II Interest), pursuant to Article II hereunder, and
all amounts
deposited therein, with respect to which a separate REMIC election
is to be
made.
"REMIC II Certificate": Any Regular Certificate or Class R
Certificate.
"REMIC II Regular Interest": Any Class A Certificate,
Subordinate
Certificate, Class P Certificate or Class C Certificate.
"REMIC Provisions": Provisions of the federal income tax law
relating
to real estate mortgage investment conduits, which appear at
Sections 860A
through 860G 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": Any REMIC I Regular Interest or REMIC
II
Regular Interest.
"Remittance Report": A report in form and substance that is
acceptable
to the Trustee and the Depositor in electronic format prepared by
the Servicer
pursuant to Section 4.03 with such additions, deletions and
modifications as
agreed to by the Trustee, the Depositor and the Servicer.
"Rents from Real Property": With respect to any REO Property,
gross
income of the character described in Section 856(d) of the Code as
being
included in the term "rents from real property."
"REO Account": Each of the accounts maintained by the Servicer
in
respect of an REO Property pursuant to Section 3.13, which account
may be the
Collection Account subject to Section 3.13.
"REO Disposition": The sale or other disposition of an REO Property
on
behalf of REMIC I.
"REO Imputed Interest": As to any REO Property, for any calendar
month
during which such REO Property was at any time part of REMIC I, one
month's
interest at the applicable Net Mortgage Rate on the Stated
Principal Balance of
such REO Property (or, in the case of the first such calendar
month, of the
related Mortgage Loan, if appropriate) as of the close of business
on the
Distribution Date in such calendar month.
"REO Principal Amortization": With respect to any REO Property, for
any
calendar month, the excess, if any, of (a) the aggregate of all
amounts received
in respect of such REO Property during such calendar month, whether
in the form
of rental income, sale proceeds (including, without limitation,
that portion of
the Termination Price paid in connection with a purchase of all of
the Mortgage
Loans and REO Properties pursuant to Section 9.01 that is allocable
to such REO
Property) or otherwise, net of any portion of such amounts (i)
payable pursuant
to Section 3.13(c) in respect of the proper operation, management
and
maintenance of such REO Property or (ii) payable or reimbursable to
the Servicer
pursuant to Section 3.13(d) for unpaid Servicing Fees in respect of
the related
Mortgage Loan and unreimbursed Servicing Advances and P&I
Advances in respect of
such REO Property or the related Mortgage Loan, over (b) the REO
Imputed
Interest in respect of such REO Property for such calendar
month.
"REO Property": A Mortgaged Property acquired by the Servicer on
behalf
of REMIC I through foreclosure or deed-in-lieu of foreclosure, as
described in
Section 3.13.
"Representative": _____.
"Request for Release": A release signed by a Servicing Officer, in
the
form of Exhibit E attached hereto.
"Reserve Interest Rate": With respect to any Interest
Determination
Date, the rate per annum that the Trustee determines to be either
(i) the
arithmetic mean (rounded upwards if necessary to the nearest whole
multiple of
1/16%) of the one-month U.S. dollar lending rates which New York
City banks
selected by the Trustee are quoting on the relevant Interest
Determination Date
to the principal London offices of leading banks in the London
interbank market
or (ii) in the event that the Trustee can determine no such
arithmetic mean, the
lowest one-month U.S. dollar lending rate which New York City banks
selected by
the Trustee are quoting on such Interest Determination Date to
leading European
banks.
"Residential Dwelling": Any one of the following: (i) an attached
or
detached one-family dwelling, (ii) a detached two- to four-family
dwelling,
(iii) a one-family dwelling unit in a condominium project or (iv) a
detached or
attached one-family dwelling in a planned unit development, none of
which is a
co-operative, mobile or manufactured home (unless such mobile or
manufactured
home is defined as real property under applicable state law).
"Residual Certificate": The Class R Certificates.
"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,
any
officer assigned to and working in the Corporate Trust Office or in
a similar
group 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.
"Scheduled Principal Balance": With respect to any Mortgage Loan:
(a)
as of the Cut-off Date, the outstanding Stated Principal Balance of
such
Mortgage Loan as of such date, net of the principal portion of all
unpaid
Monthly Payments, if any, due on or before such date; (b) as of any
Due Date
subsequent to the Cut-off Date up to and including the Due Date in
the calendar
month in which a Liquidation Event occurs with respect to such
Mortgage Loan,
the Scheduled Principal Balance of such Mortgage Loan as of the
Cut-off Date,
minus the sum of (i) the principal portion of each Monthly Payment
due on or
before such Due Date but subsequent to the Cut-off Date, whether or
not
received, (ii) all Principal Prepayments received before such Due
Date but after
the Cut-off Date, (iii) the principal portion of all Liquidation
Proceeds and
Insurance Proceeds received before such Due Date but after the
Cut-off Date, net
of any portion thereof that represents principal due (without
regard to any
acceleration of payments under the related Mortgage and Mortgage
Note) on a Due
Date occurring on or before the date on which such proceeds were
received and
(iv) any Realized Loss incurred with respect thereto as a result of
a Deficient
Valuation occurring before such Due Date, but only to the extent
such Realized
Loss represents a reduction in the portion of principal of such
Mortgage Loan
not yet due (without regard to any acceleration of payments under
the related
Mortgage and Mortgage Note) as of the date of such Deficient
Valuation; and (c)
as of any Due Date subsequent to the occurrence of a Liquidation
Event with
respect to such Mortgage Loan, zero. With respect to any REO
Property: (a) as of
any Due Date subsequent to the date of its acquisition on behalf of
the Trust
Fund up to and including the Due Date in the calendar month in
which a
Liquidation Event occurs with respect to such REO Property, an
amount (not less
than zero) equal to the Scheduled Principal Balance of the related
Mortgage Loan
as of the Due Date in the calendar month in which such REO Property
was
acquired, minus the aggregate amount of REO Principal Amortization,
if any, in
respect of such REO Property for all previously ended calendar
months; and (b)
as of any Due Date subsequent to the occurrence of a Liquidation
Event with
respect to such REO Property, zero.
"Seller": ________, or its successor in interest, in its capacity
as
seller under the related Mortgage Loan Purchase Agreement.
"Senior Enhancement Percentage": For any Distribution Date, the
percentage equivalent of a fraction, calculated after taking into
account
distribution of the Principal Distribution Amount then entitled to
distributions
of principal on such Distribution Date, the numerator of which is
the sum of the
aggregate Certificate Principal Balance of the Subordinate
Certificates, the
Class P Certificates and the Class C Certificates, and the
denominator of which
is the aggregate Stated Principal Balance of the Mortgage Loans as
of the last
day of the related Due Period (after giving effect to scheduled
payments of
principal due during the related Due Period, to the extent received
or advanced,
and unscheduled collections of principal received during the
related Prepayment
Period).
"Servicer": ________________, or any successor Servicer appointed
as
herein provided, in its capacity as Servicer hereunder.
"Servicer Event of Default": One or more of the events described
in
Section 7.01.
"Servicer Prepayment Charge Payment Amount": The amounts payable by
the
Servicer pursuant to Section 2.03(b) in respect of any waived
Prepayment
Charges.
"Servicer Remittance Date": With respect to any Distribution Date,
____
p.m. New York time on the ___ day of the calendar month in which
the related
Distribution Date occurs or if such ___ day is not a Business Day,
the Business
Day immediately succeeding such ___ day
"Servicer Reporting Date": With respect to any Distribution Date,
the
__day of the calendar month in which such Distribution Date occurs
or, if such
__ day is not a Business Day, the Business Day immediately
succeeding such ___
day.
"Servicing Advances": The customary, necessary and reasonable
"out-of-pocket" costs and expenses (including reasonable attorneys'
fees and
expenses) incurred by the Servicer in the performance of its
servicing
obligations in connection with a default, delinquency or other
unanticipated
event, 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, in respect of a
particular
Mortgage Loan, (iii) the conservation, management (including
reasonable fees in
connection therewith) and liquidation of any REO Property and (iv)
the
performance of its obligations under Section 3.01, Section 3.04(d),
Section
3.08, Section 3.12 and Section 3.13. Servicing Advances also
include any
reasonable "out-of-pocket" costs and expenses (including reasonable
attorneys'
fees and expenses) incurred by the Servicer in connection with
executing and
recording instruments of satisfaction, deeds of reconveyance or
Assignments in
connection with any foreclosure in respect of any Mortgage Loan to
the extent
not recovered from the related Mortgagor or otherwise payable under
this
Agreement. The Servicer shall not be required to make any
Nonrecoverable
Servicing Advance in respect of a Mortgage Loan or REO
Property.
"Servicing Fee": With respect to each Mortgage Loan and for any
calendar month, an amount equal to one month's interest (or in the
event of any
payment of interest which accompanies a Principal Prepayment in
full made by the
Mortgagor during such calendar month, interest for the number of
days covered by
such payment of interest) at the applicable Servicing Fee Rate on
the same
principal amount on which interest on such Mortgage Loan accrues
for such
calendar month. A portion of such Servicing Fee may be retained by
any
Sub-Servicer as its servicing compensation.
"Servicing Fee Rate": ____% per annum.
"Servicing Officer": Any employee of the Servicer involved in,
or
responsible for, the administration and servicing of the Mortgage
Loans, whose
names appear on a list of Servicing Officers furnished by the
Servicer to the
Trustee and the Depositor on the Closing Date, as such list may
from time to
time be amended.
"Servicing Standard": The standard set forth in the first paragraph
of
Section 3.01.
"Servicing Transfer Date": _______.
"Single Certificate": With respect to any Class of Certificates
(other
than the Class P Certificates and the Residual Certificates), a
hypothetical
Certificate of such Class evidencing a Percentage Interest for such
Class
corresponding to an initial Certificate Principal Balance or
Notional Amount of
$1,000. With respect to the Class P Certificates and the Residual
Certificates,
a hypothetical Certificate of such Class evidencing a 20%
Percentage Interest in
such Class.
"S&P": Standard & Poor's Ratings Services, a division of
The
McGraw-Hill Companies, Inc., or its successor in interest.
"Startup Day": With respect to each Trust REMIC, the day designated
as
such pursuant to Section 10.01(b) hereof.
"Stated Principal Balance": With respect to any Mortgage Loan: (a)
as
of any date of determination up to but not including the
Distribution Date on
which the proceeds, if any, of a Liquidation Event with respect to
such Mortgage
Loan would be distributed, the outstanding principal balance of
such Mortgage
Loan as of the Cut-off Date, as shown in the Mortgage Loan
Schedule, minus the
sum of (i) the principal portion of each Monthly Payment due on a
Due Date
subsequent to the Cut-off Date, to the extent received from the
Mortgagor or
advanced by the Servicer and distributed pursuant to Section 4.01
on or before
such date of determination, (ii) all Principal Prepayments received
after the
Cut-off Date, to the extent distributed pursuant to Section 4.01 on
or before
such date of determination, (iii) all Liquidation Proceeds and
Insurance
Proceeds applied by the Servicer as recoveries of principal in
accordance with
the provisions of Section 3.12, to the extent distributed pursuant
to Section
4.01 on or before such date of determination and (iv) any Realized
Loss incurred
with respect thereto as a result of a Deficient Valuation made
during or prior
to the Prepayment Period for the most recent Distribution Date
coinciding with
or preceding such date of determination; and (b) as of any date of
determination
coinciding with or subsequent to the Distribution Date on which the
proceeds, if
any, of a Liquidation Event with respect to such Mortgage Loan
would be
distributed, zero. With respect to any REO Property: (a) as of any
date of
determination up to but not including the Distribution Date on
which the
proceeds, if any, of a Liquidation Event with respect to such REO
Property would
be distributed, an amount (not less than zero) equal to the Stated
Principal
Balance of the related Mortgage Loan as of the date on which such
REO Property
was acquired on behalf of REMIC I, minus the sum of (i) if such REO
Property was
acquired before the Distribution Date in any calendar month, the
principal
portion of the Monthly Payment due on the Due Date in the calendar
month of
acquisition, to the extent advanced by the Servicer and distributed
pursuant to
Section 4.01 on or before such date of determination, and (ii) the
aggregate
amount of REO Principal Amortization in respect of such REO
Property for all
previously ended calendar months, to the extent distributed
pursuant to Section
4.01 on or before such date of determination; and (b) as of any
date of
determination coinciding with or subsequent to the Distribution
Date on which
the proceeds, if any, of a Liquidation Event with respect to such
REO Property
would be distributed, zero.
"Stepdown Date": The earlier to occur of (i) the first
Distribution
Date on which the aggregate Certificate Principal Balance of the
Class A
Certificates has been reduced to zero and (ii) the later to occur
of (a) the
Distribution Date occurring in _____ and (b) the first Distribution
Date on
which the Senior Enhancement Percentage for the Class A
Certificates (calculated
for this purpose only after taking into account distributions of
principal on
the Mortgage Loans but prior to any distribution of the Class A
Principal
Distribution Amount to the Certificates then entitled to
distributions of
principal on such Distribution Date) is equal to or greater than
____%.
"Subordinate Certificate": Any one of the Class M-1 Certificates,
Class
M-2 Certificates, Class M-3 Certificates, Class B-1 Certificates,
Class B-2
Certificates, Class B-3 Certificates and Class B-4
Certificates.
"Sub-Servicer": Any Person with which the Servicer has entered into
a
Sub-Servicing Agreement and which meets the qualifications of a
Sub-Servicer
pursuant to Section 6.06.
"Sub-Servicing Account": An account established by a Sub-Servicer
which
meets the requirements set forth in Section 6.11 and is otherwise
acceptable to
the Servicer.
"Sub-Servicing Agreement": The written contract between the
Servicer
and a Sub-Servicer relating to servicing and administration of
certain Mortgage
Loans as provided in Section 6.06.
"Subsequent Recoveries": As of any Distribution Date,
unexpected
amounts received by the Servicer (net of any related expenses
permitted to be
reimbursed pursuant to Section 3.04) specifically related to a
Mortgage Loan
that was the subject of a liquidation or an REO Disposition prior
to the related
Prepayment Period that resulted in a Realized Loss.
"Substitution Shortfall Amount": As defined in Section 2.03(c).
"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 each REMIC in the Trust Fund due to its
classification
as a REMIC 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.
"Telerate Page 3750": The display designated as page "3750" on
Moneyline Telerate (or such other page as may replace page 3750 on
that report
for the purpose of displaying London interbank offered rates of
major banks).
"Termination Price": As defined in Section 9.01.
"Terminator": As defined in Section 9.01.
"Transfer": Any direct or indirect transfer, sale, pledge,
hypothecation, or other form of assignment of any Ownership
Interest in a
Certificate.
"Transferee": Any Person who is acquiring by Transfer 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 a
Distribution Date on and after the Stepdown Date if:
(a) the Delinquency Percentage for the Mortgage Loans exceeds
___% of the Senior Enhancement Percentage for the prior
Distribution Date, or
(b) the Cumulative Loss Percentage exceeds the applicable
percentages set forth below with respect to such Distribution
Date:
DISTRIBUTION DATE OCCURRING IN
PERCENTAGE
------------------------------
-----------------
"Trust Fund": Collectively, all of the assets of each Trust
REMIC,
Servicer Prepayment Charge Payment Amounts and the Net WAC Rate
Carryover
Reserve Account (including any payments made under the Cap Contract
deposited
therein).
"Trust REMIC": Each of REMIC I and REMIC II.
"Trustee": _______, a ______, or its successor in interest, or
any
successor Trustee appointed as herein provided.
"Trustee Fee": With respect to each Distribution Date, the sum of
the
following with respect to each Mortgage Loan: the product of the
Trustee Fee
Rate and the same principal amount on which interest on such
Mortgage Loan
accrues for the prior calendar month.
"Trustee Fee Rate": ____% per annum.
"Uncertificated Balance": The amount of any REMIC I Regular
Interest
outstanding as of any date of determination. As of the Closing
Date, the
Uncertificated Balance of each REMIC I Regular Interest shall equal
the amount
set forth in the Preliminary Statement hereto as its initial
uncertificated
balance. On each Distribution Date, the Uncertificated Balance of
each REMIC I
Regular Interest shall be reduced by all distributions of principal
made on such
REMIC I Regular Interest on such Distribution Date pursuant to
Section 4.01 and,
if and to the extent necessary and appropriate, shall be further
reduced on such
Distribution Date by Realized Losses as provided in Section 4.04.
The
Uncertificated Balance of REMIC I Regular Interest ZZ shall be
increased by
interest deferrals as provided in Section 4.01(a)(1). The
Uncertificated Balance
of each REMIC Regular Interest shall never be less than zero.
"Uncertificated Interest": With respect to any REMIC I Regular
Interest
for any Distribution Date, one month's interest at the REMIC I
Remittance Rate
applicable to such REMIC I Regular Interest for such Distribution
Date, accrued
on the Uncertificated Balance thereof immediately prior to such
Distribution
Date. Uncertificated Interest in respect of any REMIC I Regular
Interest shall
accrue on the basis of a 360-day year consisting of twelve 30-day
months.
Uncertificated Interest with respect to each Distribution Date, as
to any REMIC
I Regular Interest, shall be reduced by an amount equal to the sum
of (a) the
aggregate Prepayment Interest Shortfall, if any, for such
Distribution Date to
the extent not covered by payments pursuant to Section 4.03(e) and
(b) the
aggregate amount of any Relief Act Interest Shortfall, if any
allocated, in each
case, to such REMIC I Regular Interest pursuant to Section 1.02. In
addition,
Uncertificated Interest with respect to each Distribution Date, as
to any REMIC
I Regular Interest shall be reduced by Realized Losses, if any,
allocated to
such REMIC I Regular Interest pursuant to Section 1.02 and Section
4.04.
["Underwriters' Exemption": As defined in the Prospectus
Supplement.]
"Uninsured Cause": Any cause of damage to a Mortgaged Property
such
that the complete restoration of such property is not fully
reimbursable by the
hazard insurance policies required to be maintained pursuant to
Section 3.08.
"United States Person": A citizen or resident of the United States,
a
corporation, partnership or other entity created or organized in,
or under the
laws of, the United States, any state thereof or the District of
Columbia
(except, in the case of a partnership, to the extent provided in
regulations);
provided that, solely for purposes of the restrictions on the
transfer of
Residual 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 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. The term "United States"
shall have the
meaning set forth in Section 7701 of the Code.
"Value": With respect to any Mortgaged Property, the lesser of (i)
the
value thereof as determined by an appraisal made for the originator
of the
Mortgage Loan at the time of origination of the Mortgage Loan by an
appraiser
who met the minimum requirements of the Financial Institutions
Reform, Recovery
and Enforcement Act of 1989, and (ii) the purchase price paid for
the related
Mortgaged Property by the Mortgagor with the proceeds of the
Mortgage Loan,
provided, however, in the case of a Refinanced Mortgage Loan, such
value of the
Mortgaged Property is based solely upon the value determined by an
appraisal
made for the originator of such Refinanced Mortgage Loan at the
time of
origination of such Refinanced Mortgage Loan by an appraiser who
met the minimum
requirements of the Financial Institutions Reform, Recovery and
Enforcement Act
of 1989 or, subject to the Originator's underwriting guidelines, an
insured
automated valuation model.
"Voting Rights": The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. With respect to
any date of
determination, 97% of all Voting Rights shall 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, 1% of all Voting Rights
shall be
allocated to the Holders of the Class P Certificates and 1% of all
Voting Rights
shall be allocated among the Holders of the Residual Certificates.
The Voting
Rights allocated to each Class of Certificate shall be allocated
among Holders
of each such Class in accordance with their respective Percentage
Interests as
of the most recent Record Date; provided that any Certificate
registered in the
name of the Depositor, the Seller or the Originator or any
Affiliate thereof
shall be deemed not to be outstanding and the Voting Rights to
which it is
entitled shall not be taken into account in determining whether the
requisite
percentage of Voting Rights necessary to effect any such consent
has been
obtained, except as otherwise provided in Section 11.01.
SECTION 1.02. Allocation of
Certain Interest Shortfalls.
For purposes of calculating the amount of Accrued Certificate
Interest
and the amount of the Interest Distribution Amount for the Class A
Certificates,
the Subordinate Certificates and the Class C Certificates for any
Distribution
Date, the aggregate amount of any Prepayment Interest Shortfalls
(to the extent
not covered by payments by the Servicer pursuant to Section
4.03(e)) and any
Relief Act Interest Shortfalls incurred in respect of the Mortgage
Loans for any
Distribution Date shall be allocated first, to reduce the interest
accrued on
the Class C Certificates to the extent of one month's interest at
the applicable
Pass-Through Rate on the Notional Amount of such Certificate and
thereafter,
among the Class A Certificates and the Subordinate Certificates on
a PRO RATA
basis based on, and to the extent of, one month's interest at the
then
applicable respective Pass-Through Rate on the respective
Certificate Principal
Balance of each such Certificate.
For purposes of calculating the amount of Uncertificated Interest
for
the REMIC I Regular Interests for any Distribution Date, the
aggregate amount of
any Prepayment Interest Shortfalls (to the extent not covered by
payments by the
Servicer pursuant to Section 4.03(e)) and any Relief Act Interest
Shortfalls
incurred in respect of the Mortgage Loans for any Distribution Date
shall be
allocated among REMIC I Regular Interest A, REMIC I Regular
Interest M1, REMIC I
Regular Interest M2, REMIC I Regular Interest M3, REMIC I Regular
Interest B1,
REMIC I Regular Interest B2, REMIC I Regular Interest B3, REMIC I
Regular
Interest B4 and REMIC I Regular Interest ZZ, on a PRO RATA basis
based on, and
to the extent of, one month's interest at the then applicable
respective REMIC I
Remittance Rate on the respective Uncertificated Balance of each
such REMIC I
Regular Interest.
<PAGE>
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01. Conveyance of
Mortgage Loans.
The Depositor, concurrently with the execution and delivery
hereof,
does hereby transfer, assign, set over and otherwise convey to the
Trustee
without recourse for the benefit of the Certificateholders all the
right, title
and interest of the Depositor, including any security interest
therein for the
benefit of the Depositor, in and to the Mortgage Loans identified
on the
Mortgage Loan Schedule, the rights of the Depositor under the
Mortgage Loan
Purchase Agreements (including, without limitation, the Depositor's
right in the
representations and warranties and the repurchase obligations of
the Originator
and the Seller contained therein), any payments made under the Cap
Contract and
all other assets included or to be included in REMIC I. Such
assignment includes
all interest and principal received by or on behalf of the
Depositor or the
Servicer on or with respect to the Mortgage Loans (other than
payments of
principal and interest due on such Mortgage Loans on or before the
Cut-off
Date). The Depositor herewith delivers to the Trustee an executed
copy of the
Mortgage Loan Purchase Agreements, and the Trustee on behalf of
the
Certificateholders, acknowledges receipt of the same.
In connection with such transfer and assignment, the Depositor
does
hereby deliver to, and deposit with, the Custodian on behalf of the
Trustee the
following documents or instruments with respect to each Mortgage
Loan so
transferred and assigned, and the Depositor shall, in accordance
with Section
2.09, deliver or cause to be delivered to the Custodian, the
following documents
or instruments (a "Mortgage File"):
(i) the original Mortgage Note, with all riders, endorsed in
blank, without recourse, or in the following form: "Pay to the
order of
______, as Trustee under the applicable agreement, without
recourse,"
with all prior and intervening endorsements showing a complete
chain of
endorsement from the originator to the Person so endorsing to
the
Trustee, or with respect to any lost Mortgage Note, an original
Lost
Note Affidavit; provided however, that such substitutions of Lost
Note
Affidavits for original Mortgage Notes may occur only with respect
to
Mortgage Loans, the aggregate Cut-off Date Principal Balance of
which
is less than or equal to ____% of the Pool Balance as of the
Cut-off
Date;
(ii) in the case of each Mortgage Loan that is not a MERS
Mortgage Loan, the original Mortgage, with all riders, with
evidence of
recording thereon, and a copy, certified by the appropriate
recording
office, of the recorded power of attorney, if the Mortgage was
executed
pursuant to a power of attorney, with evidence of recording
thereon;
(iii) in the case of each Mortgage Loan that is not a MERS
Mortgage Loan, an original Assignment assigned in blank,
without
recourse;
(iv) in the case of each Mortgage Loan that is not a MERS
Mortgage Loan, the original recorded intervening Assignment or
Assignments showing a complete chain of assignment from the
originator
to the Person assigning the Mortgage to the Trustee as contemplated
by
the immediately preceding clause (iii) or the original
unrecorded
intervening Assignments;
(v) the original or copies of each assumption, modification,
written assurance or substitution agreement, if any; and
(vi) the original lender's title insurance policy or an
attorney's opinion of title or similar guarantee of title
acceptable to
mortgage lenders generally in the jurisdiction where the
Mortgaged
Property is located, together with all endorsements or riders
which
were issued with or subsequent to the issuance of such policy, or
in
the event such original title policy is unavailable, a written
commitment or uniform binder or preliminary report of title issued
by
the title insurance or escrow company.
In addition, in connection with the assignment of any MERS
Mortgage
Loan, the Depositor agrees that it will cause, at its expense, the
MERS(R)
System to indicate that such Mortgage Loans have been assigned by
the Depositor
to the Trustee in accordance with this Agreement for the benefit of
the
Certificateholders by including (or deleting, in the case of
Mortgage Loans
which are repurchased in accordance with this Agreement) in such
computer files
the information required by the MERS(R) System to identify 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 Servicer
to, and the
Servicer agrees that it will not, alter the information referenced
in this
paragraph with respect to any related Mortgage Loan during the term
of this
Agreement unless and until such Mortgage Loan is repurchased in
accordance with
the terms of this Agreement.
If any of the documents referred to in Sections 2.01(ii), (iii) or
(iv)
above has as of the Closing Date been submitted for recording but
either (x) has
not been returned from the applicable public recording office or
(y) has been
lost or such public recording office has retained the original of
such document,
the obligations of the Depositor to deliver such documents shall be
deemed to be
satisfied upon (1) delivery to the Trustee, or to the appropriate
Custodian on
behalf of the Trustee, of a copy of each such document certified by
the
Originator in the case of (x) above or the applicable public
recording office in
the case of (y) above to be a true and complete copy of the
original that was
submitted for recording and (2) if such copy is certified by the
Originator,
delivery to the Trustee, or to the appropriate Custodian on behalf
of the
Trustee, promptly upon receipt thereof of either the original or a
copy of such
document certified by the applicable public recording office to be
a true and
complete copy of the original. If the original lender's title
insurance policy
was not delivered pursuant to Section 2.01(vi) above, the Depositor
shall
deliver or cause to be delivered to the Trustee, or to the
appropriate Custodian
on behalf of the Trustee, promptly after receipt thereof, the
original lender's
title insurance policy. The Depositor shall deliver or cause to be
delivered to
the Trustee, or to the appropriate Custodian on behalf of the
Trustee, promptly
upon receipt thereof any other original documents constituting a
part of a
Mortgage File received with respect to any Mortgage Loan,
including, but not
limited to, any original documents evidencing an assumption or
modification of
any Mortgage Loan.
The Originator shall promptly (and in no event later than thirty
(30)
Business Days, subject to extension upon a mutual agreement between
the
Originator and the Trustee), following the later of (i) the Closing
Date, (ii)
the date on which the Originator receives the Assignment from the
Custodian and
(iii) the date of receipt by the Originator of the recording
information for a
Mortgage, submit or cause to be submitted for recording, at no
expense to the
Trust Fund, the Servicer or the Trustee in the appropriate public
office for
real property records, each Assignment referred to in Sections
2.01(iii) and
(iv) above and shall execute each original Assignment referred to
in Section
2.01(iii) above in the following form: "_______", as Trustee under
the
applicable agreement." In the event that any such Assignment is
lost or returned
unrecorded because of a defect therein, the Originator shall
promptly prepare or
cause to be prepared a substitute Assignment or cure or cause to be
cured such
defect, as the case may be, and thereafter cause each such
Assignment to be duly
recorded.
Notwithstanding the foregoing, however, for administrative
convenience
and facilitation of servicing and to reduce closing costs, the
Assignments shall
not be required to be submitted for recording [(except with respect
to any
Mortgage Loan located in Maryland)] unless such failure to record
would result
in a withdrawal or a downgrading by any Rating Agency of the rating
on any Class
of Certificates; provided further, however, each Assignment shall
be submitted
for recording by the Originator in the manner described above, at
no expense to
the Trust Fund, the Servicer or the Trustee, upon the earliest to
occur of: (i)
reasonable direction by Holders of Certificates entitled to at
least 25% of the
Voting Rights, (ii) [reserved], (iii) the occurrence of a
bankruptcy or
insolvency relating to the Originator, (iv) the occurrence of a
servicing
transfer as described in Section 7.02 hereof, (v) with respect to
any one
Assignment, the occurrence of a bankruptcy, insolvency or
foreclosure relating
to the Mortgagor under the related Mortgage and (vi) with respect
to any
Assignments, the payment in full of the related Mortgage Note.
Notwithstanding
the foregoing, if the Originator is unable to pay the cost of
recording the
Assignments, such expense shall be paid by the Trustee and shall be
reimbursable
to the Trustee as an Extraordinary Trust Fund Expense.
In the event that any Assignments are not recorded or are
improperly
recorded, the Servicer shall have no liability for its failure to
receive or act
on notices not received relating to such failure to record or the
improper
recording of such Assignments. The Originator shall be required to
forward all
notices regarding Assignments it receives to the Servicer. In the
event that the
Trust Fund or the Servicer suffers a loss directly related to the
Originator's
failure to forward such notices, the Originator shall be required
to reimburse
and indemnify the Servicer and/or the Trust Fund for such loss.
All original documents relating to the Mortgage Loans that are
not
delivered to the Trustee, or to the appropriate Custodian on behalf
of the
Trustee, are and shall be held by or on behalf of the Originator,
the Seller,
the Depositor or the Servicer, as the case may be, in trust for the
benefit of
the Trustee on behalf of the Certificateholders. In the event that
any such
original document is required pursuant to the terms of this Section
to be a part
of a Mortgage File, such document shall be delivered promptly to
the Trustee, or
to the appropriate Custodian on behalf of the Trustee. Any such
original
document delivered to or held by the Depositor that is not required
pursuant to
the terms of this Section to be a part of a Mortgage File, shall be
delivered
promptly to the Servicer.
SECTION 2.02. Acceptance of
REMIC I by the Trustee.
Subject to the provisions of Section 2.01 and subject to any
exceptions
noted on the exception report described in the next paragraph
below, the Trustee
acknowledges receipt (or, with respect to Mortgage Loans subject to
a Custodial
Agreement, receipt by the respective Custodian as the duly
appointed agent of
the Trustee) of the documents referred to in Section 2.01 (other
than such
documents described in Section 2.01(v)) above and all interests and
all other
assets included in the definition of "REMIC I" under clauses (i),
(iii), (iv)
and (v) (to the extent of amounts deposited into the Distribution
Account) and
declares that it, or such Custodian as its agent, holds and shall
hold such
documents and the other documents delivered to it constituting a
Mortgage File,
and that it holds or shall hold all such assets and such other
assets included
in the definition of "REMIC I" in trust for the exclusive use and
benefit of all
present and future Certificateholders.
On or prior to the Closing Date, the Trustee agrees, for the
benefit of
the Certificateholders, to execute and deliver (or cause the
Custodian to
execute and deliver) to each of the Depositor and the Servicer an
acknowledgment
of receipt of the Mortgage Note (with any exceptions noted),
substantially in
the form attached as Exhibit C-3 hereto.
The Trustee agrees, for the benefit of the Certificateholders,
to
review (or cause a Custodian on its behalf to review) each Mortgage
Note within
45 days of the Closing Date and to certify in substantially the
form attached
hereto as Exhibit C-1 (or cause the Custodian to certify in the
form of the
Initial Certification attached to the Custodial Agreement) 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 the
exception
report annexed thereto as not being covered by such certification),
(i) all
documents constituting part of such Mortgage File (other than such
documents
described in Section 2.01(v)) required to be delivered to it
pursuant to this
Agreement are in its possession, (ii) such documents have been
reviewed by it or
such Custodian and are not mutilated, torn or defaced unless
initialed by the
related borrower and relate to such Mortgage Loan, (iii) based on
its or the
Custodian's examination and only as to the foregoing, the
information set forth
in the Mortgage Loan Schedule that corresponds to items (1) through
(3), (6),
(9), (10), (13), (15) and (19) of the definition of "Mortgage Loan
Schedule"
accurately reflects information set forth in the Mortgage File. It
is herein
acknowledged that, in conducting such review, the Trustee or such
Custodian was
under no duty or obligation (i) to inspect, review or examine any
such
documents, instruments, certificates or other papers to determine
whether they
are genuine, enforceable, or appropriate for the represented
purpose or whether
they have actually been recorded or that they are other than what
they purport
to be on their face or (ii) to determine whether any Mortgage File
should
include any of the documents specified in clause (v) of Section
2.01.
Prior to the first anniversary date of this Agreement the Trustee
shall
deliver (or cause the Custodian to deliver) to the Depositor and
the Servicer a
final certification in the form annexed hereto as Exhibit C-2 (or
shall cause
the Custodian to deliver to the Trustee, the Depositor and the
Servicer a final
certification in the form attached to the Custodial Agreement)
evidencing the
completeness of the Mortgage Files, with any applicable exceptions
noted
thereon, with respect to all of the Mortgage Loans. Upon the
request of the
Servicer, any exception report related to the final certification
shall be
provided in an electronic computer readable format as mutually
agreed upon by
the Servicer, the Depositor and the Trustee (or the Custodian on
behalf of the
Trustee).
If in the process of reviewing the Mortgage Files and making or
preparing, as the case may be, the certifications referred to
above, the Trustee
or any Custodian finds any document or documents constituting a
part of a
Mortgage File to be missing, mutilated, torn or defaced or does not
conform to
the requirements identified above, at the conclusion of its review
the Trustee
(or the Custodian on behalf of the Trustee) shall so notify the
Depositor and
the Servicer. In addition, upon the discovery by the Depositor, the
Servicer or
the Trustee of a breach of any of the representations and
warranties made by the
Originator in the related Mortgage Loan Purchase Agreement in
respect of any
Mortgage Loan which materially adversely affects the value of such
Mortgage Loan
or the interests of the related Certificateholders in such Mortgage
Loan, the
party discovering such breach shall give prompt written notice to
the other
parties.
The Trustee (or the Custodian on behalf of the Trustee) shall, at
the
written request and expense of any Certificateholder or Certificate
Owner,
provide a written report to such Certificateholder or Certificate
Owner, of all
Mortgage Files released to the Servicer for servicing purposes.
SECTION 2.03.
Repurchase or Substitution of Mortgage Loans by the Originator,
the Seller or the
Depositor; Payment of Prepayment Charge
Payment Amounts.
(a) Upon discovery or receipt of notice (including notice under
Section
2.02) of any materially defective document in, or that a document
is missing
from, the Mortgage File or of the breach by the Originator of
any
representation, warranty or covenant under the related Mortgage
Loan Purchase
Agreement in respect of any Mortgage Loan which materially
adversely affects the
value of such Mortgage Loan or the interest therein of the
Certificateholders,
the Trustee shall promptly notify the Originator and the Servicer
of such
defect, missing document or breach and request that the Originator
deliver such
missing document or cure such defect or breach within 90 days from
the date the
Originator had knowledge or was notified of such missing document,
defect or
breach, and if the Originator does not deliver such missing
document or cure
such defect or breach in all material respects during such period,
the Trustee
shall enforce the obligations of the Originator under the related
Mortgage Loan
Purchase Agreement to repurchase such Mortgage Loan from REMIC I at
the Purchase
Price within 90 days after the date on which the Originator was
notified
(subject to Section 2.03(d)) of such missing document, defect or
breach, if and
to the extent that the Seller or Originator is obligated to do so
under the
related Mortgage Loan Purchase Agreement. The Purchase Price for
the repurchased
Mortgage Loan shall be deposited in the Collection Account, and the
Trustee (or
the Custodian on behalf of the Trustee), upon receipt of written
certification
from the Servicer of such deposit, shall release to the Originator
the related
Mortgage File and shall request the Trustee to (and the Trustee (or
the
Custodian on behalf of the Trustee) shall) execute and deliver such
instruments
of transfer or assignment, in each case without recourse, as the
Originator
shall furnish to it and as shall be necessary to vest in the
Originator any
Mortgage Loan released pursuant hereto and the Trustee shall not
have any
further responsibility with regard to such Mortgage File. In lieu
of
repurchasing any such Mortgage Loan as provided above, if so
provided in the
related Mortgage Loan Purchase Agreement, the Originator may cause
such Mortgage
Loan to be removed from REMIC I (in which case it shall become a
Deleted
Mortgage Loan) and substitute one or more Qualified Substitute
Mortgage Loans in
the manner and subject to the limitations set forth in Section
2.03(c). It is
understood and agreed that the obligation of the Originator to cure
or to
repurchase (or to substitute for) any Mortgage Loan as to which a
document is
missing, a material defect in a document exists or as to which a
breach
described above has occurred and is continuing shall constitute the
sole remedy
respecting such omission, defect or breach available to the Trustee
on behalf of
the Certificateholders.
(b)(i) Promptly upon the earlier of discovery by the Servicer
or
receipt of notice by the Servicer of the breach of any
representation, warranty
or covenant of the Servicer set forth in Section 2.05, which
materially and
adversely affects the value of any Mortgage Loan or the interests
of the
Certificateholders in any Mortgage Loan, the Servicer shall cure
such breach in
all material respects.
(ii) Notwithstanding the provisions of Section 2.03(b)(i)
above, on the later of (x) the Servicer Remittance Date next
following the
earlier of discovery by the Servicer or receipt of notice by the
Servicer of the
breach of the Prepayment Charge covenant made by the Servicer in
Section
2.05(ix), which breach materially and adversely affects the
interests of the
Holders of the Class P Certificates to any Prepayment Charge and
(y) the
Servicer Remittance Date next following the Prepayment Period
relating to such a
breach, the Servicer shall deposit into the Collection Account, as
a Servicer
Prepayment Charge Payment Amount, the amount of the waived
Prepayment Charge.
(c) Any substitution of Qualified Substitute Mortgage Loans for
Deleted
Mortgage Loans made pursuant to Section 2.03(a), in the case of the
Originator,
or Section 2.03(b), in the case of the Depositor, must be effected
prior to the
date which is two years after the Startup Day for REMIC I.
As to any Deleted Mortgage Loan for which the Originator, the
Seller or
the Depositor substitutes a Qualified Substitute Mortgage Loan or
Loans, such
substitution shall be effected by the Originator, the Seller or the
Depositor,
as the case may be, delivering to the Trustee (or the Custodian on
behalf of the
Trustee), for such Qualified Substitute Mortgage Loan or Loans, the
Mortgage
Note, the Mortgage, the Assignment to the Trustee, and such other
documents and
agreements, with all necessary endorsements thereon, as are
required by Section
2.01, together with an Officers' Certificate providing that each
such Qualified
Substitute Mortgage Loan satisfies the definition thereof and
specifying the
Substitution Shortfall Amount (as described below), if any, in
connection with
such substitution. The Trustee (or the Custodian on behalf of the
Trustee) shall
acknowledge receipt for such Qualified Substitute Mortgage Loan or
Loans and,
within ten Business Days thereafter, review such documents as
specified in
Section 2.02 and deliver to the Depositor and the Servicer, with
respect to such
Qualified Substitute Mortgage Loan or Loans, a certification
substantially in
the form attached hereto as Exhibit C-1, with any applicable
exceptions noted
thereon. Within one year of the date of substitution, the Trustee
(or the
Custodian on behalf of the Trustee) shall deliver to the Depositor
and the
Servicer a certification substantially in the form of Exhibit C-2
hereto with
respect to such Qualified Substitute Mortgage Loan or Loans, with
any applicable
exceptions noted thereon. Monthly Payments due with respect to
Qualified
Substitute Mortgage Loans in the month of substitution are not part
of REMIC I
and shall be retained by the Depositor, the Originator or the
Seller, as the
case may be. For the month of substitution, distributions to
Certificateholders
shall reflect the Monthly Payment due on such Deleted Mortgage Loan
on or before
the Due Date in the month of substitution, and the Depositor, the
Originator or
the Seller, as the case may be, shall thereafter be entitled to
retain all
amounts subsequently received in respect of such Deleted Mortgage
Loan. The
Depositor shall give or cause to be given written notice to the
Certificateholders and the Servicer that such substitution has
taken place,
shall amend the Mortgage Loan Schedule and, if applicable, the
Prepayment Charge
Schedule, to reflect the removal of such Deleted Mortgage Loan from
the terms of
this Agreement and the substitution of the Qualified Substitute
Mortgage Loan or
Loans and shall deliver a copy of such amended Mortgage Loan
Schedule to the
Trustee and the Servicer. Upon such substitution, such Qualified
Substitute
Mortgage Loan or Loans shall constitute part of the Mortgage Pool
and shall be
subject in all respects to the terms of this Agreement and, in the
case of a
substitution effected by the Originator, the related Mortgage Loan
Purchase
Agreement, including all applicable representations and warranties
thereof.
For any month in which
the Depositor, the Seller or the Originator
substitutes one or more Qualified Substitute Mortgage Loans for one
or more
Deleted Mortgage Loans, the Originator or the Trustee shall
determine the amount
(the "Substitution Shortfall Amount"), if any, by which the
aggregate Purchase
Price of all such Deleted Mortgage Loans exceeds the aggregate of,
as to each
such Qualified Substitute Mortgage Loan, the Scheduled Principal
Balance thereof
as of the date of substitution, together with one month's interest
on such
Scheduled Principal Balance at the applicable Net Mortgage Rate. On
the date of
such substitution, the Depositor, the Seller or the Originator, as
the case may
be, shall deliver or cause to be delivered to the Servicer for
deposit in the
Collection Account an amount equal to the Substitution Shortfall
Amount, if any,
and the Trustee, upon receipt of the related Qualified Substitute
Mortgage Loan
or Loans and certification by the Servicer of such deposit, shall
cause the
Custodian to release to the Depositor, the Seller or the
Originator, as the case
may be, the related Mortgage File or Files and shall request the
Trustee to (and
the Trustee (or the Custodian on behalf of the Trustee) shall)
execute and
deliver such instruments of transfer or assignment, in each case
without
recourse, as Depositor, the Seller or the Originator, as the case
may be, shall
deliver to it and as shall be necessary to vest therein any Deleted
Mortgage
Loan released pursuant hereto.
In addition, Depositor, the Seller or the Originator, as the case
may
be, shall obtain at its own expense and deliver to the Trustee an
Opinion of
Counsel to the effect that such substitution shall not cause (a)
any federal tax
to be imposed on any Trust REMIC, including without limitation, any
federal tax
imposed on "prohibited transactions" under Section 860F(a)(1) of
the Code or on
"contributions after the startup date" under Section 860G(d)(1) of
the Code, or
(b) any Trust REMIC to fail to qualify as a REMIC at any time that
any
Certificate is outstanding.
(d) Upon discovery by the Depositor, the Originator, the Servicer
or
the Trustee that any Mortgage Loan does not constitute a "qualified
mortgage"
within the meaning of Section 860G(a)(3) of the Code, the party
discovering such
fact shall within two Business Days give written notice thereof to
the other
parties. In connection therewith, the Originator, the Seller or the
Depositor
shall repurchase or, subject to the limitations set forth in
Section 2.03(c),
substitute one or more Qualified Substitute Mortgage Loans for the
affected
Mortgage Loan within 90 days of the earlier of discovery or receipt
of such
notice with respect to such affected Mortgage Loan. Such repurchase
or
substitution shall be made by the Originator. Any such repurchase
or
substitution shall be made in the same manner as set forth in
Section 2.03(a).
The Trustee shall reconvey to the Depositor, the Seller or the
Originator, as
the case may be, the Mortgage Loan to be released pursuant hereto
in the same
manner, and on the same terms and conditions, as it would a
Mortgage Loan
repurchased for breach of a representation or warranty.
SECTION 2.04. [Reserved].
SECTION 2.05. Representations,
Warranties and Covenants of the Servicer.
The Servicer hereby represents, warrants and covenants to the
Trustee,
for the benefit of each of the Trustee, the Certificateholders and
the Depositor
that as of the Closing Date or as of such date specifically
provided herein:
(i) The Servicer is a _______ duly organized, validly existing
and in good standing under the laws of the State of ____ and is
duly
authorized and qualified to transact any and all business
contemplated
by this Agreement to be conducted by the Servicer in any state in
which
a Mortgaged Property is located or is otherwise not required
under
applicable law to effect such qualification and, in any event, is
in
compliance with the doing business laws of any such State, to
the
extent necessary to ensure its ability to enforce each Mortgage
Loan
and to service the Mortgage Loans in accordance with the terms of
this
Agreement;
(ii) The Servicer has the full power and authority to service
each Mortgage Loan, and to execute, deliver and perform, and to
enter
into and consummate the transactions contemplated by this Agreement
and
has duly authorized by all necessary corporate action on the part
of
the Servicer the execution, delivery and performance of this
Agreement;
and this Agreement, assuming the due authorization, execution
and
delivery hereof by the Depositor and the Trustee, constitutes a
legal,
valid and binding obligation of the Servicer, enforceable against
the
Servicer in accordance with its terms, except to the extent that
(a)
the enforceability hereof may be limited by bankruptcy,
insolvency,
moratorium, receivership and other similar laws relating to
creditors'
rights generally and (b) the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to
the
equitable defenses and to the discretion of the court before which
any
proceeding therefor may be brought;
(iii) The execution and delivery of this Agreement by the
Servicer, the servicing of the Mortgage Loans by the Servicer
hereunder, the consummation of any other of the transactions
herein
contemplated, and the fulfillment of or compliance with the
terms
hereof are in the ordinary course of business of the Servicer and
shall
not (A) result in a breach of any term or provision of the
organizational documents of the Servicer or (B) conflict with,
result
in a breach, violation or acceleration of, or result in a
default
under, the terms of any other material agreement or instrument to
which
the Servicer is a party or by which it may be bound, or any
statute,
order or regulation applicable to the Servicer of any court,
regulatory
body, administrative agency or governmental body having
jurisdiction
over the Servicer; and the Servicer is not a party to, bound by, or
in
breach or violation of any indenture or other agreement or
instrument,
or subject to or in violation of any statute, order or regulation
of
any court, regulatory body, administrative agency or governmental
body
having jurisdiction over it, which materially and adversely affects
or,
to the Servicer's knowledge, would in the future materially and
adversely affect, (x) the ability of the Servicer to perform
its
obligations under this
Agreement or (y) the business, operations,
financial condition, properties or assets of the Servicer taken as
a
whole;
(iv) The Servicer is an approved servicer for Fannie Mae or
Freddie Mac in good standing and is a HUD approved mortgagee
pursuant
to Section 203 and Section 211 of the National Housing Act;
(v) No litigation is pending, or to the best of the Servicer's
knowledge threatened, against the Servicer that would materially
and
adversely affect the execution, delivery or enforceability of
this
Agreement or the ability of the Servicer to service the Mortgage
Loans
or to perform any of its other obligations hereunder in accordance
with
the terms hereof;
(vi) There are no actions or proceedings against, or
investigations known to it of, the Servicer before any court,
administrative or other tribunal (A) that might prohibit its
entering
into this Agreement, (B) seeking to prevent the consummation of
the
transactions contemplated by this Agreement or (C) that might
prohibit
or materially and adversely affect the performance by the Servicer
of
its obligations under, or validity or enforceability of, this
Agreement;
(vii) No consent, approval, authorization or order of any
court or governmental agency or body is required for the
execution,
delivery and performance by the Servicer of, or compliance by
the
Servicer with, this Agreement or the consummation of the
transactions
contemplated by this Agreement, except for such consents,
approvals,
authorizations or orders, if any, that have been obtained prior to
the
Closing Date;
(viii) The Servicer shall furnish, in accordance with the Fair
Credit Reporting Act and its implementing regulations, accurate
and
complete information (e.g., favorable and unfavorable) on its
borrower
credit files to Equifax, Experian and Trans Union Credit
Information
company or their successors on a monthly basis;
(ix) For Principal Prepayments in full, the Servicer shall not
waive any Prepayment Charge or part of a Prepayment Charge unless,
(i)
the enforceability thereof shall have been limited by
bankruptcy,
insolvency, moratorium, receivership and other similar laws
relating to
creditors' rights generally, (ii) the collectability thereof shall
have
been limited due to acceleration in connection with a foreclosure
or
other involuntary payment or otherwise limited or prohibited by
applicable law, (iii) in the Servicer's reasonable judgment, as
described in Section 3.01 hereof, (x) such waiver relates to a
default
or a Mortgage Loan that is Delinquent, (y) such waiver would
maximize
recovery of total proceeds taking into account the value of
such
Prepayment Charge and related Mortgage Loan and (z) doing so is
standard and customary in servicing similar Mortgage Loans
(including
any waiver of a Prepayment Charge in connection with a refinancing
of a
Mortgage Loan that is related to a default or a Mortgage Loan that
is
Delinquent), or (iv) the collection of such Prepayment Charge would
be
considered "predatory" pursuant to written guidance published or
issued
by any applicable federal, state or local regulatory authority
acting
in its official capacity and having jurisdiction over such matters.
In
no event shall the Servicer waive a Prepayment Charge in
connection
with a refinancing of a Mortgage Loan that is not Delinquent or
related
to a default;
(x) The information set forth in the monthly tape provided to
the Trustee or any of its Affiliates shall be true and correct in
all
material respects;
(xi)
The Servicer shall transmit full-file credit reporting
data for each Mortgage Loan pursuant to Fannie Mae Guide
Announcement
95-19 and that for each Mortgage Loan, the Servicer agrees it
shall
report one of the following statuses each month as follows: new
origination, current, delinquent (30-59 days, 60-89 days, 90-119
days,
120 or more days, etc.), foreclosed, in bankruptcy or
charged-off;
(xii) The Servicer has the facilities, procedures, and
experienced personnel necessary for the sound servicing of the
Mortgage
Loans;
(xiii) The Servicer acknowledges and agrees that the Servicing
Fee represents reasonable compensation for performing such services
and
that the entire Servicing Fee shall be treated by the Servicer,
for
accounting and tax purposes, as compensation for the servicing
and
administration of the Mortgage Loans pursuant to this
Agreement;
(xiv) The
Servicer does not believe, nor does it have any
reason or cause to believe, that it cannot perform each and
every
covenant contained in this Agreement;
(xv) The written statements, reports and other documents
prepared and furnished or to be prepared and furnished by the
Servicer
pursuant to this Agreement or in connection with the
transactions
contemplated hereby do not contain any untrue statement of
material
fact or omit to state a material fact necessary to make the
statements
contained therein not misleading;
(xvi) The Servicer possesses all licenses, permits and
approvals necessary to Service the Mortgage Loans in accordance
with
the Servicing Standard set forth in Section 3.01, pursuant to the
terms
and provision of this Agreement and all applicable laws, and to
the
best of Servicer's knowledge, all such permits, licenses and
approvals
are in full force and effect and none have been suspended or
revoked,
and there are presently pending or, to the Servicer's
knowledge,
threatened no proceedings to suspend, terminate, restrict or revoke
any
such permits, license or approvals; and
(xvii) The Servicer is rated __________ by S&P, _________
by
Moody's and _______ by Fitch, and to the best of Servicer's
knowledge
there is no pending or contemplated reduction of such ratings, and
the
Servicer shall give
the Trustee and the Depositor prompt written notice
in the event there is a reduction of the Servicer's rating by
any
rating agency.
It is understood and agreed that the representations, warranties
and
covenants set forth in this Section 2.05 shall survive delivery of
the Mortgage
Files to the Trustee or to a Custodian, as the case may be, and
shall inure to
the benefit of the Trustee, the Depositor and the
Certificateholders. Upon
discovery by any of the Depositor, the Servicer or the Trustee of a
breach of
any of the foregoing representations, warranties and covenants
which materially
and adversely affects the value of any Mortgage Loan, Prepayment
Charge or the
interests therein of the Certificateholders, the party discovering
such breach
shall give prompt written notice (but in no event later than two
Business Days
following such discovery) to the Trustee and the Depositor. Subject
to Section
7.01, the obligation of the Servicer set forth in Section 2.03(b)
to cure
breaches (or in the case of the representations, warranties and
covenants set
forth in Section 2.05(vii) and Section 2.05(viii) above, to
otherwise remedy
such breaches pursuant to Section 2.03(b)) shall constitute the
sole remedies
against the Servicer available to the Certificateholders, the
Depositor or the
Trustee on behalf of the Certificateholders respecting a breach of
the
representations, warranties and covenants contained in this Section
2.05.
SECTION 2.06. Issuance of the
REMIC I Regular Interests and the Class R-I
Interest.
The Trustee acknowledges the assignment to it of the Mortgage Loans
and
the delivery to it or the Custodian of the Mortgage Files, subject
to the
provisions of Section 2.01 and Section 2.02, together with the
assignment to it
of all other assets included in REMIC I, the receipt of which is
hereby
acknowledged. Concurrently with such assignment and delivery and in
exchange
therefor, the Trustee, pursuant to the written request of the
Depositor executed
by an officer of the Depositor, has executed, authenticated and
delivered to or
upon the order of the Depositor, the Class R-I Interest in
authorized
denominations. The interests ev
