EXHIBIT 4.1
================================================================================
NEW CENTURY MORTGAGE SECURITIES LLC
Depositor
[_______________________________]
Servicer
and
[_______________________________]
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of [___________]
________________________________________
New Century Home Equity Loan Trust, Series 200_-_
Asset Backed Pass-Through Certificates
================================================================================
<PAGE>
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
SECTION 1.01. Defined
Terms
SECTION 1.02. Allocation
of Certain Interest Shortfalls
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01. Conveyance
of the Mortgage Loans
SECTION 2.02. Acceptance
of REMIC I by Trustee
SECTION 2.03. Repurchase
or Substitution of Mortgage Loans by the Seller
SECTION 2.04.
Reserved
SECTION 2.05.
Representations, Warranties and Covenants of the Servicer
SECTION 2.06. Issuance
of the REMIC I Regular Interests and the Class R-I
Interest
SECTION 2.07. Conveyance
of the REMIC I Regular Interests; Acceptance of
REMIC II by the Trustee
SECTION 2.08. Conveyance
of the REMIC II Regular Interests; Acceptance of
REMIC III by the Trustee
SECTION 2.09. Conveyance
of the Class CE-1 Interest, the Class CE-2
Interest, the Class P Interest and the Class Swap-IO
Interest; Acceptance of REMIC IV, REMIC V, REMIC VI and REMIC
VII by the Trustee
SECTION 2.10. Issuance
of Class R Certificates and Class R-X Certificates
SECTION 2.11. Puposes
and Powers of the Trust
ARTICLE III
ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS
SECTION 3.01. Servicer
to Act as Servicer
SECTION 3.02.
Sub-Servicing Agreements Between Servicer and Sub-Servicers
SECTION 3.03. Successor
Sub-Servicers
SECTION 3.04. Liability
of the Servicer
SECTION 3.05. No
Contractual Relationship Between Sub-Servicers, the
Trustee or the Certificateholders
SECTION 3.06. Assumption
or Termination of Sub-Servicing Agreements by the
Trustee
SECTION 3.07. Collection
of Certain Mortgage Loan Payments
SECTION 3.08.
Sub-Servicing Accounts
SECTION 3.09. Collection
of Taxes, Assessments and Similar Items; Servicing
Accounts
SECTION 3.10. Collection
Account and Distribution Account
SECTION 3.11.
Withdrawals from the Collection Account and Distribution
Account
SECTION 3.12. Investment
of Funds in the Collection Account and the
Distribution Account
SECTION 3.13.
[Reserved]
SECTION 3.14.
Maintenance of Hazard Insurance and Errors and Omissions and
Fidelity Coverage
SECTION 3.15.
Enforcement of Due-On-Sale Clauses; Assumption Agreements
SECTION 3.16.
Realization Upon Defaulted Mortgage Loans
SECTION 3.17. Trustee to
Cooperate; Release of Mortgage Files
SECTION 3.18. Servicing
Compensation
SECTION 3.19. Reports to
the Trustee and Others; Collection Account
Statements
SECTION 3.20. Statement
as to Compliance
SECTION 3.21.
Assessments of Compliance and Attestation Reports
SECTION 3.23. Title,
Management and Disposition of REO Property
SECTION 3.24.
Obligations of the Servicer in Respect of Prepayment Interest
Shortfalls
SECTION 3.25.
Obligations of the Servicer in Respect of Mortgage Rates and
Monthly Payments
SECTION 3.26. Advance
Facility
SECTION 3.27.
[Reserved]
SECTION 3.28. Net WAC
Rate Carryover Reserve Account
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
SECTION 4.01.
Distributions
SECTION 4.02. Statements
to Certificateholders
SECTION 4.03. Remittance
Reports; P&I Advances
SECTION 4.04. Allocation
of Realized Losses
SECTION 4.05. Compliance
with Withholding Requirements
SECTION 4.06. Exchange
Commission; Additional Information
SECTION 4.07. Swap
Account
SECTION 4.08. Tax
Treatment of Swap Payments and Swap Termination Payments
ARTICLE V
THE CERTIFICATES
SECTION 5.01. The
Certificates
SECTION 5.02.
Registration of Transfer and Exchange of Certificates
SECTION 5.03. Mutilated,
Destroyed, Lost or Stolen Certificates
SECTION 5.04. Persons
Deemed Owners
SECTION 5.05. Certain
Available Information
ARTICLE VI
THE DEPOSITOR AND THE
SERVICER
SECTION 6.01. Liability
of the Depositor and the Servicer
SECTION 6.02. Merger or
Consolidation of the Depositor or the Servicer
SECTION 6.03. Limitation
on Liability of the Depositor, the Servicer and
Others
SECTION 6.04. Limitation
on Resignation of the Servicer
SECTION 6.05. Rights of
the Depositor in Respect of the Servicer
ARTICLE VII
DEFAULT
SECTION 7.01. Servicer
Events of Default
SECTION 7.02. Trustee to
Act; Appointment of Successor
SECTION 7.03.
Notification to Certificateholders
SECTION 7.04. Waiver of
Servicer Events of Default
ARTICLE VIII
CONCERNING THE TRUSTEE
SECTION 8.01. Duties of
Trustee
SECTION 8.02. Certain
Matters Affecting the Trustee
SECTION 8.03. Trustee
Not Liable for Certificates or Mortgage Loans
SECTION 8.04. Trustee
May Own Certificates
SECTION 8.05. Trustee's
Fees and Expenses
SECTION 8.06.
Eligibility Requirements for Trustee
SECTION 8.07.
Resignation and Removal of the Trustee
SECTION 8.08. Successor
Trustee
SECTION 8.09. Merger or
Consolidation of Trustee
SECTION 8.10.
Appointment of Co-Trustee or Separate Trustee
SECTION 8.11.
[Reserved]
SECTION 8.12.
Appointment of Office or Agency
SECTION 8.13.
Representations and Warranties of the Trustee
ARTICLE IX
TERMINATION
SECTION 9.01.
Termination Upon Repurchase or Liquidation of All Mortgage
Loans
SECTION 9.02. Additional
Termination Requirements
ARTICLE X
REMIC PROVISIONS
SECTION 10.01. REMIC
Administration.
SECTION 10.02. Prohibited
Transactions and Activities.
SECTION 10.03. Servicer and
Trustee Indemnification.
ARTICLE XI
MISCELLANEOUS PROVISIONS
SECTION 11.01. Amendment.
SECTION 11.02. Recordation of
Agreement; Counterparts.
SECTION 11.03. Limitation on
Rights of Certificateholders.
SECTION 11.04. Governing
Law.
SECTION 11.05. Notices.
SECTION 11.06. Severability of
Provisions.
SECTION 11.07. Notice to Rating
Agencies
SECTION 11.08. Article and
Section References.
SECTION 11.09. Grant of
Security Interest.
<PAGE>
EXHIBITS
Exhibit A-1
Form of Class A-1 Certificate
Exhibit A-2
Form of Class A-2a Certificate
Exhibit A-3
Form of Class A-2b Certificate
Exhibit A-4
Form of Class A-2c Certificate
Exhibit A-5
Form of Class A-2d Certificate
Exhibit A-6
Form of Class M-1 Certificate
Exhibit A-7
Form of Class M-2 Certificate
Exhibit A-8
Form of Class M-3 Certificate
Exhibit A-9
Form of Class M-4 Certificate
Exhibit A-10 Form
of Class M-5 Certificate
Exhibit A-11 Form
of Class M-6 Certificate
Exhibit A-12 Form
of Class M-7 Certificate
Exhibit A-13 Form
of Class M-8 Certificate
Exhibit A-14 Form
of Class M-9 Certificate
Exhibit A-15 Form
of Class M-10 Certificate
Exhibit A-16 Form
of Class CE-1 Certificate
Exhibit A-17 Form
of Class CE-2 Certificate
Exhibit A-18 Form
of Class P Certificate
Exhibit A-19 Form
of Class R Certificate
Exhibit A-20 Form
of Class R-X Certificate
Exhibit B
[Reserved]
Exhibit C-1
Form of Trustee's Initial Certification
Exhibit C-2
Form of Trustee's Final Certification
Exhibit D
Form of Mortgage Loan Purchase Agreement
Exhibit E
Request for Release
Exhibit F-1
Form of Transferor Representation Letter and Form of
Transferee Representation Letter in Connection with Transfer
of the Class CE Certificates, Class P Certificates or
Residual Certificates Pursuant to Rule 144A Under the 1933
Act
Exhibit F-2
Form of Transfer Affidavit and Agreement and Form of
Transferor Affidavit in Connection with Transfer of Residual
Certificates
Exhibit G
Form of Certification with respect to ERISA and the Code
Exhibit H
Form of Report Pursuant to Section 4.06
Exhibit I
Form of Lost Note Affidavit
Exhibit J-1
Form of Certification to Be Provided by the Depositor with
Form 10-K
Exhibit J-2 Form of
Certification to Be Provided to the Depositor by the
Trustee
Exhibit J-3
Form of Certification to Be Provided to the Depositor by the
Servicer
Exhibit L
Form of Officer's Certificate Regarding Annual Statement of
Compliance
Exhibit M
Form of Interest Rate Swap Agreement
Exhibit N
Form of Swap Administration Agreement
Schedule 1
Mortgage Loan Schedule
Schedule 2
Prepayment Charge Schedule
<PAGE>
This Pooling and Servicing Agreement, is dated and effective as
of
[______________], among NEW CENTURY MORTGAGE SECURITIES LLC as
Depositor,
[________________], as Servicer and [_______________] as
Trustee.
PRELIMINARY STATEMENT:
The Depositor intends to sell pass-through certificates to be
issued
hereunder in multiple classes, which in the aggregate will evidence
the entire
beneficial ownership interest in each REMIC (as defined herein)
created
hereunder. The Trust Fund will consist of a segregated pool of
assets comprised
of the Mortgage Loans and certain other related assets subject to
this
Agreement.
<PAGE>
REMIC I
As provided herein, the Trustee will elect to treat the segregated
pool
of assets consisting of the Mortgage Loans and certain other
related assets
(other than the Servicer Prepayment Charge Payment Amount, the Net
WAC Rate
Carryover Reserve Account, the Swap Account and the Interest Rate
Swap
Agreement) subject to this Agreement as a REMIC for federal income
tax purposes,
and such segregated pool of assets will be designated as "REMIC I."
The Class
R-I Interest will be the sole class of "residual interests" in
REMIC I for
purposes of the REMIC Provisions (as defined herein). The following
table
irrevocably sets forth the designation, the REMIC I Remittance
Rate, the initial
Uncertificated Balance and, for purposes of satisfying Treasury
regulation
Section 1.860G-1(a)(4)(iii), the "latest possible maturity date"
for each of the
REMIC I Regular Interests (as defined herein). None of the REMIC I
Regular
Interests will be certificated.
<PAGE>
<TABLE>
<CAPTION>
REMIC I
INITIAL
LATEST POSSIBLE
DESIGNATION
REMITTANCE RATE
UNCERTIFICATED BALANCE
MATURITY DATE(1)
----------------------- -----------------------------
------------------------------- -------------------------
<S>
<C>
<C>
<C>
I
Variable(2)
$
[___________________] [__________,
____]
I-1-A
Variable(2)
$
[___________________] [__________,
____]
I-1-B
Variable(2)
$
[___________________] [__________,
____]
I-2-A
Variable(2)
$
[___________________] [__________,
____]
I-2-B
Variable(2)
$
[___________________] [__________,
____]
I-3-A
Variable(2)
$
[___________________] [__________,
____]
I-3-B
Variable(2)
$
[___________________] [__________,
____]
I-4-A
Variable(2)
$
[___________________] [__________,
____]
I-4-B
Variable(2)
$
[___________________] [__________,
____]
I-5-A
Variable(2)
$
[___________________] [__________,
____]
I-5-B
Variable(2)
$
[___________________] [__________,
____]
I-6-A
Variable(2)
$
[___________________] [__________,
____]
I-6-B
Variable(2)
$
[___________________] [__________,
____]
I-7-A
Variable(2)
$
[___________________] [__________,
____]
I-7-B
Variable(2)
$
[___________________] [__________,
____]
I-8-A
Variable(2)
$
[___________________] [__________,
____]
I-8-B
Variable(2)
$
[___________________] [__________,
____]
I-9-A
Variable(2)
$
[___________________] [__________,
____]
I-9-B
Variable(2)
$
[___________________] [__________,
____]
I-10-A
Variable(2)
$
[___________________] [__________,
____]
I-10-B
Variable(2)
$
[___________________] [__________,
____]
I-11-A
Variable(2)
$
[___________________] [__________,
____]
I-11-B
Variable(2)
$
[___________________] [__________,
____]
I-12-A
Variable(2)
$
[___________________] [__________,
____]
I-12-B
Variable(2)
$
[___________________] [__________,
____]
I-13-A
Variable(2)
$
[___________________] [__________,
____]
I-13-B
Variable(2)
$
[___________________] [__________,
____]
I-14-A
Variable(2)
$
[___________________] [__________,
____]
I-14-B
Variable(2)
$
[___________________] [__________,
____]
I-15-A
Variable(2)
$
[___________________] [__________,
____]
I-15-B
Variable(2)
$
[___________________] [__________,
____]
I-16-A
Variable(2)
$
[___________________] [__________, ____]
I-16-B
Variable(2)
$
[___________________] [__________,
____]
I-17-A
Variable(2)
$
[___________________] [__________,
____]
I-17-B
Variable(2)
$
[___________________] [__________,
____]
I-18-A
Variable(2)
$
[___________________] [__________,
____]
I-18-B
Variable(2)
$
[___________________] [__________,
____]
I-19-A
Variable(2)
$
[___________________] [__________,
____]
I-19-B
Variable(2)
$
[___________________] [__________,
____]
I-20-A
Variable(2)
$
[___________________] [__________,
____]
I-20-B
Variable(2)
$
[___________________] [__________,
____]
I-21-A
Variable(2)
$
[___________________] [__________,
____]
I-21-B
Variable(2)
$
[___________________] [__________,
____]
I-22-A
Variable(2)
$
[___________________] [__________,
____]
I-22-B
Variable(2)
$
[___________________] [__________,
____]
I-23-A
Variable(2)
$
[___________________] [__________,
____]
I-23-B
Variable(2)
$
[___________________] [__________,
____]
I-24-A
Variable(2)
$
[___________________] [__________,
____]
I-24-B
Variable(2)
$
[___________________] [__________,
____]
I-25-A
Variable(2)
$
[___________________] [__________,
____]
I-25-B
Variable(2)
$
[___________________] [__________,
____]
I-26-A
Variable(2)
$
[___________________] [__________,
____]
I-26-B
Variable(2)
$
[___________________] [__________,
____]
I-27-A
Variable(2)
$
[___________________] [__________,
____]
I-27-B
Variable(2)
$
[___________________] [__________,
____]
I-28-A
Variable(2)
$
[___________________] [__________,
____]
I-28-B
Variable(2)
$
[___________________] [__________,
____]
I-29-A
Variable(2)
$
[___________________] [__________,
____]
I-29-B
Variable(2)
$
[___________________] [__________,
____]
I-30-A
Variable(2)
$
[___________________] [__________,
____]
I-30-B
Variable(2)
$
[___________________] [__________,
____]
I-31-A
Variable(2)
$
[___________________] [__________,
____]
I-31-B
Variable(2)
$
[___________________] [__________,
____]
I-32-A
Variable(2)
$
[___________________] [__________,
____]
I-32-B
Variable(2)
$
[___________________] [__________,
____]
I-33-A
Variable(2)
$
[___________________] [__________,
____]
I-33-B
Variable(2)
$
[___________________] [__________,
____]
I-34-A
Variable(2)
$
[___________________] [__________,
____]
I-34-B
Variable(2)
$
[___________________] [__________,
____]
I-35-A
Variable(2)
$
[___________________] [__________,
____]
I-35-B
Variable(2)
$
[___________________] [__________,
____]
I-36-A
Variable(2)
$
[___________________] [__________,
____]
I-36-B
Variable(2)
$
[___________________] [__________,
____]
I-37-A
Variable(2)
$
[___________________] [__________,
____]
I-37-B
Variable(2)
$
[___________________] [__________,
____]
I-38-A
Variable(2)
$
[___________________] [__________,
____]
I-38-B
Variable(2)
$
[___________________] [__________,
____]
I-39-A
Variable(2)
$
[___________________] [__________,
____]
I-39-B
Variable(2)
$
[___________________] [__________,
____]
I-40-A
Variable(2)
$
[___________________] [__________,
____]
I-40-B
Variable(2)
$
[___________________] [__________,
____]
I-41-A
Variable(2)
$
[___________________] [__________,
____]
I-41-B
Variable(2)
$
[___________________] [__________,
____]
I-42-A
Variable(2)
$
[___________________] [__________,
____]
I-42-B
Variable(2)
$
[___________________] [__________,
____]
I-43-A
Variable(2)
$
[___________________] [__________,
____]
I-43-B
Variable(2)
$
[___________________] [__________,
____]
I-44-A
Variable(2)
$
[___________________] [__________,
____]
I-44-B
Variable(2)
$
[___________________] [__________,
____]
I-45-A
Variable(2)
$
[___________________] [__________,
____]
I-45-B
Variable(2)
$
[___________________] [__________,
____]
I-46-A
Variable(2)
$
[___________________] [__________,
____]
I-46-B
Variable(2)
$
[___________________] [__________,
____]
I-47-A
Variable(2)
$
[___________________] [__________,
____]
I-47-B
Variable(2)
$
[___________________] [__________,
____]
I-48-A
Variable(2)
$
[___________________] [__________,
____]
I-48-B
Variable(2)
$
[___________________] [__________,
____]
II
Variable(2)
$
[___________________] [__________,
____]
II-1-A
Variable(2)
$
[___________________] [__________,
____]
II-1-B
Variable(2)
$
[___________________] [__________,
____]
II-2-A
Variable(2)
$
[___________________] [__________,
____]
II-2-B
Variable(2)
$
[___________________] [__________,
____]
II-3-A
Variable(2)
$
[___________________] [__________,
____]
II-3-B
Variable(2)
$
[___________________] [__________,
____]
II-4-A
Variable(2)
$
[___________________] [__________,
____]
II-4-B
Variable(2)
$
[___________________] [__________,
____]
II-5-A
Variable(2)
$
[___________________] [__________,
____]
II-5-B
Variable(2)
$
[___________________] [__________,
____]
II-6-A
Variable(2)
$
[___________________] [__________,
____]
II-6-B
Variable(2)
$
[___________________] [__________,
____]
II-7-A
Variable(2)
$
[___________________] [__________,
____]
II-7-B
Variable(2)
$
[___________________] [__________,
____]
II-8-A
Variable(2)
$
[___________________] [__________,
____]
II-8-B
Variable(2)
$
[___________________] [__________,
____]
II-9-A
Variable(2)
$
[___________________] [__________,
____]
II-9-B
Variable(2)
$
[___________________] [__________,
____]
II-10-A
Variable(2)
$
[___________________] [__________,
____]
II-10-B
Variable(2)
$
[___________________] [__________,
____]
II-11-A
Variable(2)
$
[___________________] [__________,
____]
II-11-B
Variable(2)
$
[___________________] [__________,
____]
II-12-A
Variable(2)
$
[___________________] [__________,
____]
II-12-B
Variable(2)
$
[___________________] [__________,
____]
II-13-A
Variable(2)
$
[___________________] [__________,
____]
II-13-B
Variable(2)
$
[___________________] [__________,
____]
II-14-A
Variable(2)
$
[___________________] [__________,
____]
II-14-B
Variable(2)
$
[___________________] [__________,
____]
II-15-A
Variable(2)
$
[___________________] [__________,
____]
II-15-B
Variable(2)
$
[___________________] [__________,
____]
II-16-A
Variable(2)
$
[___________________] [__________,
____]
II-16-B
Variable(2)
$
[___________________] [__________,
____]
II-17-A
Variable(2)
$
[___________________] [__________,
____]
II-17-B
Variable(2)
$
[___________________] [__________,
____]
II-18-A
Variable(2)
$
[___________________] [__________,
____]
II-18-B
Variable(2)
$
[___________________] [__________,
____]
II-19-A
Variable(2)
$
[___________________] [__________,
____]
II-19-B
Variable(2)
$
[___________________] [__________,
____]
II-20-A
Variable(2)
$
[___________________] [__________,
____]
II-20-B
Variable(2)
$
[___________________] [__________,
____]
II-21-A
Variable(2)
$
[___________________] [__________,
____]
II-21-B
Variable(2)
$
[___________________] [__________,
____]
II-22-A
Variable(2)
$
[___________________] [__________,
____]
II-22-B
Variable(2)
$
[___________________] [__________,
____]
II-23-A
Variable(2)
$
[___________________] [__________,
____]
II-23-B
Variable(2)
$
[___________________] [__________,
____]
II-24-A
Variable(2)
$
[___________________] [__________,
____]
II-24-B
Variable(2)
$
[___________________] [__________,
____]
II-25-A
Variable(2)
$
[___________________] [__________,
____]
II-25-B
Variable(2)
$
[___________________] [__________,
____]
II-26-A
Variable(2)
$
[___________________] [__________,
____]
II-26-B
Variable(2)
$
[___________________] [__________,
____]
II-27-A
Variable(2)
$
[___________________] [__________,
____]
II-27-B
Variable(2)
$
[___________________] [__________,
____]
II-28-A
Variable(2)
$
[___________________] [__________,
____]
II-28-B
Variable(2)
$
[___________________] [__________,
____]
II-29-A
Variable(2)
$
[___________________] [__________,
____]
II-29-B
Variable(2)
$
[___________________] [__________,
____]
II-30-A
Variable(2)
$
[___________________] [__________,
____]
II-30-B
Variable(2)
$
[___________________] [__________,
____]
II-31-A
Variable(2)
$
[___________________] [__________,
____]
II-31-B
Variable(2)
$
[___________________] [__________, ____]
II-32-A
Variable(2)
$
[___________________] [__________,
____]
II-32-B
Variable(2)
$
[___________________] [__________,
____]
II-33-A
Variable(2)
$
[___________________] [__________,
____]
II-33-B
Variable(2)
$
[___________________] [__________,
____]
II-34-A
Variable(2)
$
[___________________] [__________,
____]
II-34-B
Variable(2)
$
[___________________] [__________,
____]
II-35-A
Variable(2)
$
[___________________] [__________,
____]
II-35-B
Variable(2)
$
[___________________] [__________,
____]
II-36-A
Variable(2)
$
[___________________] [__________,
____]
II-36-B
Variable(2)
$
[___________________] [__________,
____]
II-37-A
Variable(2)
$
[___________________] [__________,
____]
II-37-B
Variable(2)
$
[___________________] [__________,
____]
II-38-A
Variable(2)
$
[___________________] [__________,
____]
II-38-B
Variable(2)
$
[___________________] [__________,
____]
II-39-A
Variable(2)
$
[___________________] [__________,
____]
II-39-B
Variable(2)
$
[___________________] [__________,
____]
II-40-A
Variable(2)
$
[___________________] [__________,
____]
II-40-B
Variable(2)
$
[___________________] [__________,
____]
II-41-A
Variable(2)
$
[___________________] [__________,
____]
II-41-B
Variable(2)
$
[___________________] [__________,
____]
II-42-A
Variable(2)
$
[___________________] [__________,
____]
II-42-B
Variable(2)
$
[___________________] [__________,
____]
II-43-A
Variable(2)
$
[___________________] [__________,
____]
II-43-B
Variable(2)
$
[___________________] [__________,
____]
II-44-A
Variable(2)
$
[___________________] [__________,
____]
II-44-B
Variable(2)
$
[___________________] [__________,
____]
II-45-A
Variable(2)
$
[___________________] [__________,
____]
II-45-B
Variable(2)
$
[___________________] [__________,
____]
II-46-A
Variable(2)
$
[___________________] [__________,
____]
II-46-B
Variable(2)
$
[___________________] [__________,
____]
II-47-A
Variable(2)
$
[___________________] [__________,
____]
II-47-B
Variable(2)
$
[___________________] [__________,
____]
II-48-A
Variable(2)
$
[___________________] [__________,
____]
II-48-B
Variable(2)
$
[___________________] [__________,
____]
P
Variable(2)
$
[___________________] [__________,
____]
</TABLE>
----------
(1) For purposes of
Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date immediately following the maturity date for
the
Mortgage Loan with the latest maturity date has been designated as
the
"latest possible maturity date" for each REMIC I Regular
Interest.
(2) Calculated in
accordance with the definition of "REMIC I Remittance Rate"
herein.
<PAGE>
REMIC II
As provided herein, the Trustee will elect to treat the segregated
pool
of assets consisting of the REMIC I Regular Interests subject to
this Agreement
as a REMIC for federal income tax purposes, and such segregated
pool of assets
will be designated as "REMIC II." The Class R-II Interest will be
the sole class
of "residual interests" in REMIC II for purposes of the REMIC
Provisions (as
defined herein). The following table irrevocably sets forth the
designation, the
REMIC II Remittance Rate, the initial Uncertificated Balance and,
for purposes
of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
"latest
possible maturity date" for each of the REMIC II Regular Interests
(as defined
herein). None of the REMIC II Regular Interests will be
certificated.
<PAGE>
<TABLE>
<CAPTION>
REMIC II
INITIAL
LATEST POSSIBLE
DESIGNATION
REMITTANCE RATE
UNCERTIFICATED BALANCE
MATURITY DATE(1)
-----------
---------------
-------------------------
------------------
<S>
<C>
<C>
<C>
II-LTAA
Variable(2) $
[___________________]
[__________, ____]
II-LTA1
Variable(2) $
[___________________]
[__________, ____]
II-LTA2a
Variable(2) $
[___________________]
[__________, ____]
II-LTA2b
Variable(2) $
[___________________]
[__________, ____]
II-LTA2c
Variable(2) $
[___________________]
[__________, ____]
II-LTA2d
Variable(2) $
[___________________]
[__________, ____]
II-LTM1
Variable(2) $
[___________________]
[__________, ____]
II-LTM2
Variable(2) $
[___________________]
[__________, ____]
II-LTM3
Variable(2) $
[___________________]
[__________, ____]
II-LTM4
Variable(2) $
[___________________]
[__________, ____]
II-LTM5
Variable(2) $
[___________________]
[__________, ____]
II-LTM6
Variable(2) $
[___________________]
[__________, ____]
II-LTM7
Variable(2) $
[___________________]
[__________, ____]
II-LTM8
Variable(2) $
[___________________]
[__________, ____]
II-LTM9
Variable(2) $
[___________________]
[__________, ____]
II-LTM10
Variable(2) $
[___________________]
[__________, ____]
II-LTZZ
Variable(2) $
[___________________]
[__________, ____]
II-LTP
Variable(2) $
[___________________]
[__________, ____]
II-LT1SUB
Variable(2) $
[___________________]
[__________, ____]
II-LT1GRP
Variable(2) $
[___________________]
[__________, ____]
II-LT2SUB
Variable(2) $
[___________________]
[__________, ____]
II-LT2GRP
Variable(2) $
[___________________]
[__________, ____]
II-LTXX
Variable(2) $
[___________________]
[__________, ____]
II-IO
Variable(2)
N/A (3)
[__________, ____]
</TABLE>
----------
(1) For purposes of
Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date immediately following the maturity date for
the
Mortgage Loan with the latest maturity date has been designated as
the
"latest possible maturity date" for each REMIC II Regular
Interest.
(2) Calculated in
accordance with the definition of "REMIC II Remittance Rate"
herein.
(3) REMIC II Regular
Interest II-IO will not have an Ucnertificated Balance but
will
accrue interest on its Uncertificated Notional Amount (as
defined
herein).
<PAGE>
REMIC
III
As provided herein, the Trustee will elect to treat the segregated
pool
of assets consisting of the REMIC II Regular Interests as a REMIC
for federal
income tax purposes, and such segregated pool of assets will be
designated as
"REMIC III." The Class R-III Interest will evidence the sole class
of "residual
interests" in REMIC III for purposes of the REMIC Provisions. The
following
table irrevocably sets forth the designation, the Pass-Through
Rate, the initial
aggregate Certificate Principal Balance and, for purposes of
satisfying Treasury
regulation Section 1.860G-1(a)(4)(iii), the "latest possible
maturity date" for
the indicated Classes of Certificates.
<TABLE>
<CAPTION>
INITIAL CERTIFICATE
LATEST POSSIBLE
DESIGNATION
PASS-THROUGH RATE
PRINCIPAL BALANCE
MATURITY DATE(1)
-------------------------
-----------------
-------------------------
------------------
<S>
<C>
<C>
<C>
Class A-1
Variable(2)
$[___________________]
[__________, ____]
Class A-2a
Variable(2)
$[___________________]
[__________, ____]
Class A-2b
Variable(2)
$[___________________]
[__________, ____]
Class A-2c
Variable(2)
$[___________________]
[__________, ____]
Class A-2d
Variable(2)
$[___________________]
[__________, ____]
Class M-1
Variable(2)
$[___________________]
[__________, ____]
Class M-2
Variable(2)
$[___________________]
[__________, ____]
Class M-3
Variable(2)
$[___________________]
[__________, ____]
Class M-4
Variable(2)
$[___________________]
[__________, ____]
Class M-5
Variable(2)
$[___________________]
[__________, ____]
Class M-6
Variable(2)
$[___________________]
[__________, ____]
Class M-7
Variable(2)
$[___________________]
[__________, ____]
Class M-8
Variable(2)
$[___________________]
[__________, ____]
Class M-9
Variable(2)
$[___________________]
[__________, ____]
Class M-10
Variable(2)
$[___________________]
[__________, ____]
Class CE-1
Interest
Variable(2)
$[___________________]
[__________, ____]
Class CE-2
Interest
N/A
$[___________________]
[__________, ____]
Class P
Interest
N/A(4)
$[___________________]
[__________, ____]
Class SWAP-IO Interest
N/A(5)
$
N/A(5) [__________,
____]
</TABLE>
----------
(1) For purposes of
Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date immediately following the maturity date for
the
Mortgage Loans with the latest maturity date has been designated as
the
"latest possible maturity date" for each Class of Certificates.
(2) Calculated in
accordance with the definition of "Pass-Through Rate" herein.
(3) The Class CE-1
Interest will accrue interest at its variable Pass-Through
Rate
on the Notional Amount of the Class CE-1 Interest outstanding
from
time
to time. The Class CE-1 Interest will not accrue interest on
its
Certificate Principal Balance.
(4) The Class P
Interest will not accrue interest.
(5) The Class SWAP-IO
Interest will not have a Pass-Through Rate or a
Certificate Principal Balance, but will be entitled to [___]% of
amounts
distributed on REMIC II Regular Interest II-IO.
<PAGE>
REMIC IV
As provided herein, the Trustee will elect to treat the segregated
pool
of assets consisting of the the Class CE-1 Interest as a REMIC for
federal
income tax purposes, and such segregated pool of assets will be
designated as
"REMIC IV." The Class R-IV Interest will evidence the sole class of
"residual
interests" in REMIC IV for purposes of the REMIC Provisions. The
following table
irrevocably sets forth the designation, the Pass-Through Rate, the
initial
aggregate Certificate Principal Balance and, for purposes of
satisfying Treasury
regulation Section 1.860G-1(a)(4)(iii), the "latest possible
maturity date" for
the indicated Classes of Certificates.
<TABLE>
<CAPTION>
Initial Aggregate
Certificate Principal Latest
Possible Maturity
Designation
Pass-Through Rate
Balance
Date(1)
Class CE-1
Variable(2)
$[____________](3)
[____________, _____]
-----------
-----------------
---------------------
------------------------
<S>
<C>
<C>
<C>
</TABLE>
----------
(1) For purposes of
Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date immediately following the maturity date for
the
Mortgage Loans with the latest maturity date has been designated as
the
"latest possible maturity date" for each Class of Certificates.
(2) Calculated in
accordance with the definition of "Pass-Through Rate" herein.
(3) The Class CE-1
Certificates will be entitled to [___]% of amounts
distributed on the
Class CE-1 Interest.
<PAGE>
REMIC V
As provided herein, the Trustee will elect to treat the segregated
pool
of assets consisting of the Class P Interest as a REMIC for federal
income tax
purposes, and such segregated pool of assets will be designated as
"REMIC V."
The Class R-V Interest will evidence the sole class of "residual
interests" in
REMIC V for purposes of the REMIC Provisions. The following table
irrevocably
sets forth the designation, the Pass-Through Rate, the initial
aggregate
Certificate Principal Balance and, for purposes of satisfying
Treasury
regulation Section 1.860G-1(a)(4)(iii), the "latest possible
maturity date" for
the indicated Classes of Certificates.
<TABLE>
<CAPTION>
Initial Aggregate
Certificate Principal Latest
Possible Maturity
Designation
Pass-Through Rate
Balance
Date(1)
Class P
N/A
$[________](2)
[____________, _____]
-----------
-----------------
---------------------
------------------------
<S>
<C>
<C>
<C>
</TABLE>
----------
(1) For purposes of
Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date immediately following the maturity date for
the
Mortgage Loans with the latest maturity date has been designated as
the
"latest possible maturity date" for each Class of Certificates.
(2) The Class P
Certificates will receive [___]% of amounts received in respect
of
the Class P Interest.
<PAGE>
REMIC VI
As provided herein, the Trustee shall make an election to treat
the
segregated pool of assets consisting of the Class SWAP-IO Interest
as a REMIC
for federal income tax purposes, and such segregated pool of assets
shall be
designated as "REMIC VI." The Class R-VI Interest represents the
sole class of
"residual interests" in REMIC VI for purposes of the REMIC
Provisions. The
following table irrevocably sets forth the designation, the
Pass-Through Rate,
the initial aggregate Certificate Principal Balance and, for
purposes of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
"latest possible
maturity date" for the indicated REMIC VI Regular Interest, which
will be
uncertificated.
<TABLE>
<CAPTION>
INITIAL AGGREGATE
CERTIFICATE PRINCIPAL
LATEST POSSIBLE
DESIGNATION
PASS-THROUGH RATE
BALANCE
MATURITY DATE(1)
--------------------------- ------------------------- ----------------------------
----------------------------
<S>
<C>
<C>
<C>
SWAP-IO
Variable(2)
N/A
[_________, ____]
</TABLE>
----------
(1) FOR PURPOSES OF
SECTION 1.860G-1(A)(4)(III) OF THE TREASURY REGULATIONS,
THE
DISTRIBUTION DATE IMMEDIATELY FOLLOWING THE MATURITY DATE FOR
THE
MORTGAGE LOAN WITH THE LATEST MATURITY DATE HAS BEEN DESIGNATED AS
THE
"LATEST POSSIBLE MATURITY DATE" FOR REMIC VI REGULAR INTEREST
SWAP-IO.
(2) REMIC VI REGULAR
INTEREST SWAP-IO SHALL RECEIVE [___]% OF AMOUNTS RECEIVED
IN
RESPECT OF THE CLASS SWAP-IO INTEREST.
<PAGE>
REMIC VII
As provided herein, the Trustee will elect to treat the segregated
pool
of assets consisting of the Class CE-2 Interest as a REMIC for
federal income
tax purposes, and such segregated pool of assets will be designated
as "REMIC
VII." The Class R-VII Interest will evidence the sole class of
"residual
interests" in REMIC VII for purposes of the REMIC Provisions. The
following
table irrevocably sets forth the designation, the Pass-Through
Rate, the initial
aggregate Certificate Principal Balance and, for purposes of
satisfying Treasury
regulation Section 1.860G-1(a)(4)(iii), the "latest possible
maturity date" for
the indicated Classes of Certificates.
<TABLE>
<CAPTION>
Initial Aggregate
Certificate Principal Latest
Possible Maturity
Designation
Pass-Through Rate
Balance
Date(1)
Class CE-2
N/A(2)
$[____________](3)
[____________, _____]
-----------
-----------------
---------------------
------------------------
<S>
<C>
<C>
<C>
</TABLE>
----------
(1) For purposes of
Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date immediately following the maturity date for
the
Mortgage Loans with the latest maturity date has been designated as
the
"latest possible maturity date" for each Class of Certificates.
(2) The Class CE-2
Certificates wll not have a Pass-Through Rate.
(3) The Class CE-2
Certificates will receive [___]% of amounts distributed on
the
Class CE-2 Interest until the Certificate Principal Balance is
reduced
to
zero.
As of the Cut-off Date, the Group I Mortgage Loans had an
aggregate
Stated Principal Balance equal to $[______________] and the Group
II Mortgage
Loans had an aggregate Stated Principal Balance equal to
$[--------------].
In consideration of the mutual agreements herein contained, the
Depositor, the Servicer and the Trustee agree as follows:
<PAGE>
ARTICLE I
DEFINITIONS
SECTION 1.01. Defined Terms.
Whenever used in this Agreement, including, without limitation, in
the
Preliminary Statement hereto, the following words and phrases,
unless the
context otherwise requires, shall have the meanings specified in
this Article.
Unless otherwise specified, all calculations described herein shall
be made on
the basis of a 360-day year consisting of twelve 30-day months.
"Accrued Certificate Interest": With respect to any Class A
Certificate, Mezzanine Certificate or Class CE-1 Certificate and
each
Distribution Date, interest accrued during the related Interest
Accrual Period
at the Pass-Through Rate for such Certificate for such Distribution
Date on the
Certificate Principal Balance, in the case of the Offered
Certificates, or on
the Notional Amount, in the case of the Class CE-1 Certificates, of
such
Certificate immediately prior to such Distribution Date. The Class
P
Certificates and Class CE-2 Certificates are not entitled to
distributions in
respect of interest and, accordingly, will not accrue interest.
All
distributions of interest on the Offered Certificates will be
calculated on the
basis of a 360-day year and the actual number of days in the
applicable Interest
Accrual Period. All distributions of interest on the Class CE-1
Certificates
will be based on a 360-day year consisting of twelve 30-day months.
Accrued
Certificate Interest with respect to each Distribution Date, as to
any Class A
Certificate, Mezzanine Certificate or Class CE-1 Certificate, shall
be reduced
by an amount equal to the portion allocable to such Certificate
pursuant to
Section 1.02 hereof of the sum of (a) the aggregate Prepayment
Interest
Shortfall, if any, for such Distribution Date to the extent not
covered by
payments pursuant to Section 3.24 and (b) the aggregate amount of
any Relief Act
Interest Shortfall, if any, for such Distribution Date. In
addition, Accrued
Certificate Interest with respect to each Distribution Date, as to
any Class
CE-1 Certificate, shall be reduced by an amount equal to the
portion allocable
to such Class CE-1 Certificate of Realized Losses, if any, pursuant
to Section
4.04 hereof. Subsequent to the Class CE Transition Date and until
the
Certificate Principal Balance of the Class CE-2 Interest has been
reduced to
zero, any Accrued Certificate Interest on the Class CE-1 Interest
shall be paid
to the Class CE-2 Interest until the Certificate Principal Balance
thereof has
been reduced to zero, and the Certificate Principal Balance of the
Class CE-1
Interest shall be increased by such amount.
"Adjustable-Rate Mortgage Loan": Each of the Mortgage Loans
identified
in the Mortgage Loan Schedule as having a Mortgage Rate that is
subject to
adjustment.
"Adjustment Date": With respect to each Adjustable-Rate Mortgage
Loan,
the first day of the month in which the Mortgage Rate of such
Mortgage Loan
changes pursuant to the related Mortgage Note. The first Adjustment
Date
following the Cut-off Date as to each Adjustable-Rate Mortgage Loan
is set forth
in the Mortgage Loan Schedule.
"Advancing Person": As defined in Section 3.26(a) hereof.
"Affiliate": With respect to any specified Person, any other
Person
controlling or controlled by or under common control with such
specified Person.
For the purposes of this definition, "control" when used with
respect to any
specified Person means the power to direct the management and
policies of such
Person, directly or indirectly, whether through the ownership of
voting
securities, by contract or otherwise, and the terms "controlling"
and
"controlled" have meanings correlative to the foregoing.
"Agreement": This Pooling and Servicing Agreement and all
amendments
hereof and supplements hereto.
"Allocated Realized Loss Amount": With respect to any Distribution
Date
and any Class of Mezzanine Certificates, the sum of (i) any
Realized Losses
allocated to such Class of Certificates on such Distribution Date
and any
Allocated Realized Loss Amount for such Class remaining
undistributed from
previous Distribution Dates.
"Assignment": An assignment of Mortgage, notice of transfer or
equivalent instrument, in recordable form (excepting therefrom, if
applicable,
the mortgage recordation information which has not been required
pursuant to
Section 2.01 hereof or returned by the applicable recorder's
office), which is
sufficient under the laws of the jurisdiction wherein the related
Mortgaged
Property is located to reflect of record the sale of the Mortgage,
which
assignment, notice of transfer or equivalent instrument may be in
the form of
one or more blanket assignments covering Mortgages secured by
Mortgaged
Properties located in the same county, if permitted by law.
"Available Distribution Amount": With respect to any Distribution
Date,
an amount equal to (1) the sum of (a) the aggregate of the amounts
on deposit in
the Collection Account and Distribution Account as of the close of
business on
the related Determination Date, (b) the aggregate of any amounts
received in
respect of an REO Property withdrawn from any REO Account and
deposited in the
Distribution Account for such Distribution Date pursuant to Section
3.23, (c)
the aggregate of any amounts deposited in the Distribution Account
by the
Servicer in respect of Prepayment Interest Shortfalls for such
Distribution Date
pursuant to Section 3.24, (d) the aggregate of any P&I Advances
made by the
Servicer for such Distribution Date pursuant to Section 4.03 and
(e) the
aggregate of any advances made by the Trustee as successor Servicer
or any other
successor Servicer for such Distribution Date pursuant to Section
7.02, reduced
(to not less than zero), by (2) the portion of the amount described
in clause
(1)(a) above that represents (i) Monthly Payments on the Mortgage
Loans received
from a Mortgagor on or prior to the Determination Date but due
during any Due
Period subsequent to the related Due Period, (ii) Principal
Prepayments on the
Mortgage Loans received after the related Prepayment Period
(together with any
interest payments received with such Principal Prepayments to the
extent they
represent the payment of interest accrued on the Mortgage Loans
during a period
subsequent to the related Prepayment Period), (iii) Liquidation
Proceeds and
Insurance Proceeds received in respect of the Mortgage Loans after
the related
Prepayment Period, (iv) amounts reimbursable or payable to the
Depositor, the
Servicer, the Trustee, the Seller or any Sub-Servicer pursuant to
Section 3.11
or Section 3.12 or otherwise payable in respect of Extraordinary
Trust Fund
Expenses, (v) the Trustee Fee payable from the Distribution Account
pursuant to
Section 8.05, (vi) amounts deposited in the Collection Account or
the
Distribution Account in error, (vii) the amount of any Prepayment
Charges
collected by the Servicer in connection with the Principal
Prepayment of any of
the Mortgage Loans or any Servicer Prepayment Charge Payment
Amount, and (viii)
any Net Swap Payment or Swap Termination Payment owed to the Swap
Provider
(other than any Swap Termination Payment owed to the Swap Provider
resulting
from a Swap Provider Trigger Event).
"Bankruptcy Code": The Bankruptcy Reform Act of 1978 (Title 11 of
the
United States Code), as amended.
"Bankruptcy Loss": With respect to any Mortgage Loan, a Realized
Loss
resulting from a Deficient Valuation or Debt Service Reduction.
"Book-Entry Certificate": The Offered Certificates for so long as
the
Certificates of such Class shall be registered in the name of the
Depository or
its nominee.
"Book-Entry Custodian": The custodian appointed pursuant to
Section
5.01.
"Business Day": Any day other than a Saturday, a Sunday or a day
on
which banking or savings and loan institutions in the State of
Arizona, the
State of California, the State of New York, the State of Texas or
in the city in
which the Corporate Trust Office of the Trustee is located, are
authorized or
obligated by law or executive order to be closed.
"Cash-Out Refinancing": A Refinanced Mortgage Loan the proceeds
of
which are more than a nominal amount in excess of the principal
balance of any
existing first mortgage or subordinate mortgage on the related
Mortgaged
Property and related closing costs.
"Certificate": Any one of the Asset Backed Pass-Through
Certificates,
Series 2005-D, Class A-1, Class A-2a, Class A-2b, Class A-2c, Class
A-2d, Class
M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
M-7, Class
M-8, Class M-9, Class M-10, Class CE-1, Class CE-2, Class P, Class
R or Class
R-X issued under this Agreement.
"Certificateholder" or "Holder": The Person in whose name a
Certificate
is registered in the Certificate Register, except that a
Disqualified
Organization or a Non-United States Person shall not be a Holder of
a Residual
Certificate for any purposes hereof and, solely for the purposes of
giving any
consent pursuant to this Agreement, any Certificate registered in
the name of
the Depositor or the Servicer or any Affiliate thereof shall be
deemed not to be
outstanding and the Voting Rights to which it is entitled shall not
be taken
into account in determining whether the requisite percentage of
Voting Rights
necessary to effect any such consent has been obtained, except as
otherwise
provided in Section 11.01. The Trustee may conclusively rely upon a
certificate
of the Depositor or the Servicer in determining whether a
Certificate is held by
an Affiliate thereof. All references herein to "Holders" or
"Certificateholders"
shall reflect the rights of Certificate Owners as they may
indirectly exercise
such rights through the Depository and participating members
thereof, except as
otherwise specified herein; provided, however, that the Trustee
shall be
required to recognize as a "Holder" or "Certificateholder" only the
Person in
whose name a Certificate is registered in the Certificate
Register.
"Certificate Factor": With respect to any Class of Regular
Certificates
as of any Distribution Date, a fraction, expressed as a decimal
carried to six
places, the numerator of which is the aggregate Certificate
Principal Balance
(or the Notional Amount, in the case of the Class CE-1
Certificates) of such
Class of Certificates on such Distribution Date (after giving
effect to any
distributions of principal and allocations of Realized Losses in
reduction of
the Certificate Principal Balance (or the Notional Amount, in the
case of the
Class CE-1 Certificates) of such Class of Certificates to be made
on such
Distribution Date), and the denominator of which is the initial
aggregate
Certificate Principal Balance (or the Notional Amount, in the case
of the Class
CE-1 Certificates) of such Class of Certificates as of the Closing
Date.
"Certificate Margin": With respect to each Class of Offered
Certificate
and, for purposes of the Marker Rate, the specified REMIC II
Regular Interest,
as follows:
REMIC II Regular
Certificate Margin
Class
Interest
(1) (%)
(2) (%)
-----
----------------
-------
-------
A-1
II-LTA1
[____]%
[____]%
A-2a
II-LTA2a
[____]%
[____]%
A-2b
II-LTA2b
[____]%
[____]%
A-2c
II-LTA2c
[____]%
[____]%
A-2d
II-LTA2d
[____]%
[____]%
M-1
II-LTM1
[____]%
[____]%
M-2
II-LTM2
[____]%
[____]%
M-3
II-LTM3
[____]%
[____]%
M-4
II-LTM4
[____]%
[____]%
M-5
II-LTM5
[____]%
[____]%
M-6
II-LTM6
[____]%
[____]%
M-7
II-LTM7
[____]%
[____]%
M-8
II-LTM8
[____]%
[____]%
M-9
II-LTM9
[____]%
[____]%
M-10
II-LTM10
[____]%
[____]%
----------
(1) For the Interest
Accrual Period for each Distribution Date on or prior to
the
Optional Termination Date.
(2) For the Interest
Accrual Period for each Distribution Date after the
Optional Termination Date.
"Certificate Owner": With respect to a Book-Entry Certificate,
the
Person who is the beneficial owner of such Certificate as reflected
on the books
of the Depository or on the books of a Depository Participant or on
the books of
an indirect participating brokerage firm for which a Depository
Participant acts
as agent.
"Certificate Principal Balance": With respect to each Class A
Certificate, Mezzanine Certificate or Class P Certificate as of any
date of
determination, the Certificate Principal Balance of such
Certificate on the
Distribution Date immediately prior to such date of determination,
plus any
Subsequent Recoveries on the Mortgage Loans added to the
Certificate Principal
Balance of such Certificate pursuant to Section 4.01, minus all
distributions
allocable to principal made thereon and in the case of a Mezzanine
Certificate,
Realized Losses allocated thereto on such immediately prior
Distribution Date
(or, in the case of any date of determination up to and including
the first
Distribution Date, the initial Certificate Principal Balance of
such
Certificate, as stated on the face thereof).
With respect to each Class CE-2 Certificate as of any date of
determination, the Certificate Principal Balance of such
Certificate on the
Distribution Date immediately prior to such date of determination,
minus all
distributions made thereon and Realized Losses allocated thereto on
such
immediately prior Distribution Date (or, in the case of any date
of
determination up to and including the first Distribution Date, the
initial
Certificate Principal Balance of such Certificate, as stated on the
face
thereof), increased by an amount equal to any Overcollateralization
Increase
Amounts distributed under Section 4.01(a)(4)(i) to the extent of
Realized Losses
allocated to the Class CE-2 Certificates; provided, however, the
Certificate
Principal Balance of the Class CE-2 Certificate shall not exceed
the initial
Certificate Principal Balance minus any distributions thereon.
With respect to each Class CE-1 Certificate as of any date of
determination, an amount equal to the Percentage Interest evidenced
by such
Certificate times the excess, if any, of (A) the then aggregate
Uncertificated
Balance of the REMIC II Regular Interests over (B) the then
aggregate
Certificate Principal Balance of the Class A Certificates, the
Mezzanine
Certificates, the Class P Certificates and the Class CE-2
Certificates then
outstanding.
"Certificate Register": The register maintained pursuant to
Section
5.02.
"Class": Collectively, all of the Certificates bearing the same
class
designation.
"Class A Certificate": Any one of the Class A-1 Certificates, the
Class
A-2a Certificates, the Class A-2b Certificates, the Class A-2c
Certificates or
the Class A-2d Certificates.
"Class A-1 Certificate": Any one of the Class A-1A Certificates
executed by the Trustee, and authenticated and delivered by the
Trustee,
substantially in the form annexed hereto as Exhibit A-1 and
evidencing (i) a
Regular Interest in REMIC III, (ii) the right to receive the Net
WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO
Distribution
Amount.
"Class A-2a Certificate": Any one of the Class A-2a
Certificates
executed by the Trustee, and authenticated and delivered by the
Trustee,
substantially in the form annexed hereto as Exhibit A-2 and
evidencing (i) a
Regular Interest in REMIC III, (ii) the right to receive the Net
WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO
Distribution
Amount.
"Class A-2b Certificate": Any one of the Class A-2b
Certificates
executed by the Trustee, and authenticated and delivered by the
Trustee,
substantially in the form annexed hereto as Exhibit A-3 and
evidencing (i) a
Regular Interest in REMIC III, (ii) the right to receive the Net
WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO
Distribution
Amount.
"Class A-2c Certificate": Any one of the Class A-2c
Certificates
executed by the Trustee, and authenticated and delivered by the
Trustee,
substantially in the form annexed hereto as Exhibit A-4 and
evidencing (i) a
Regular Interest in REMIC III, (ii) the right to receive the Net
WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO
Distribution
Amount.
"Class A-2d Certificate": Any one of the Class A-2d
Certificates
executed by the Trustee, and authenticated and delivered by the
Trustee,
substantially in the form annexed hereto as Exhibit A-5 and
evidencing (i) a
Regular Interest in REMIC III, (ii) the right to receive the Net
WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO
Distribution
Amount.
"Class CE Certificate": Any one of the Class CE-1 Certificates or
the
Class CE-2 Certificates.
"Class CE Transition Date": The earlier to occur of (i) the
Stepdown
Date and (ii) the 37th Distribution Date.
"Class CE-1 Certificate": Any one of the Class CE-1
Certificates
executed, authenticated and delivered by the Trustee, substantially
in the form
annexed hereto as Exhibit A-16 and evidencing (i) a Regular
Interest in REMIC
IV, (ii) the obligation to pay Net WAC Rate Carryover Amounts and
Swap
Termination Payments and (iii) the right to receive the Class IO
Distribution
Amount.
"Class CE-2 Certificate": Any one of the Class CE-2
Certificates
executed, authenticated and delivered by the Trustee, substantially
in the form
annexed hereto as Exhibit A-17 and evidencing a Regular Interest in
REMIC VII.
"Class CE-1 Interest": An uncertificated interest in the Trust
Fund
held by the Trustee on behalf of the Holders of the Class CE-1
Certificates,
evidencing a Regular Interest in REMIC III for purposes of the
REMIC Provisions.
"Class CE-2 Interest": An uncertificated interest in the Trust
Fund
held by the Trustee on behalf of the Holders of the Class CE-2
Certificates,
evidencing a Regular Interest in REMIC III for purposes of the
REMIC Provisions.
"Class IO Distribution Amount": As defined in Section 4.08 hereof.
For
purposes of clarity, the Class IO Distribution Amount for any
Distribution Date
shall equal the amount payable to the Swap Administrator on such
Distribution
Date in excess of the amount payable on the Class SWAP-IO Interest
on such
Distribution Date, all as further provided in Section 4.08
hereof.
"Class M-1 Certificate": Any one of the Class M-1 Certificates
executed
by the Trustee, and authenticated and delivered by the Trustee,
substantially in
the form annexed hereto as Exhibit A-6 and evidencing (i) a Regular
Interest in
REMIC III, (ii) the right to receive the Net WAC Rate Carryover
Amount and (iii)
the obligation to pay the Class IO Distribution Amount.
"Class M-1 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate
Certificate
Principal Balance of the Class A Certificates (after taking into
account the
distribution of the Senior Principal Distribution Amount on such
Distribution
Date) and (ii) the Certificate Principal Balance of the Class M-1
Certificates
immediately prior to such Distribution Date over (y) the lesser of
(A) the
product of (i) [_______]% and (ii) the aggregate Stated Principal
Balance of the
Mortgage Loans as of the last day of the related Due Period and (B)
the
aggregate Stated Principal Balance of the Mortgage Loans as of the
last day of
the related Due Period minus $[_______].
"Class M-2 Certificate": Any one of the Class M-2 Certificates
executed
by the Trustee, and authenticated and delivered by the Trustee,
substantially in
the form annexed hereto as Exhibit A-7 and evidencing (i) a Regular
Interest in
REMIC III, (ii) the right to receive the Net WAC Rate Carryover
Amount and (iii)
the obligation to pay the Class IO Distribution Amount.
"Class M-2 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate
Certificate
Principal Balance of the Class A Certificates (after taking into
account the
distribution of the Senior Principal Distribution Amount on such
Distribution
Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates
(after taking into account the distribution of the Class M-1
Principal
Distribution Amount on such Distribution Date) and (iii) the
Certificate
Principal Balance of the Class M-2 Certificates immediately prior
to such
Distribution Date over (y) the lesser of (A) the product of (i)
[_______]% and
(ii) the aggregate Stated Principal Balance of the Mortgage Loans
as of the last
day of the related Due Period and (B) the aggregate Stated
Principal Balance of
the Mortgage Loans as of the last day of the related Due Period
minus
$[_______].
"Class M-3 Certificate": Any one of the Class M-3 Certificates
executed
by the Trustee, and authenticated and delivered by the Trustee,
substantially in
the form annexed hereto as Exhibit A-8 and evidencing (i) a Regular
Interest in
REMIC III, (ii) the right to receive the Net WAC Rate Carryover
Amount and (iii)
the obligation to pay the Class IO Distribution Amount.
"Class M-3 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate
Certificate
Principal Balance of the Class A Certificates (after taking into
account the
distribution of the Senior Principal Distribution Amount on such
Distribution
Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates
(after taking into account the distribution of the Class M-1
Principal
Distribution Amount on such Distribution Date), (iii) the
Certificate Principal
Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such
Distribution
Date) and (iv) the Certificate Principal Balance of the Class M-3
Certificates
immediately prior to such Distribution Date over (y) the lesser of
(A) the
product of (i) [_______]% and (ii) the aggregate Stated Principal
Balance of the
Mortgage Loans as of the last day of the related Due Period and (B)
the
aggregate Stated Principal Balance of the Mortgage Loans as of the
last day of
the related Due Period minus $[-------].
"Class M-4 Certificate": Any one of the Class M-4 Certificates
executed
by the Trustee, and authenticated and delivered by the Trustee,
substantially in
the form annexed hereto as Exhibit A-9 and evidencing (i) a Regular
Interest in
REMIC III, (ii) the right to receive the Net WAC Rate Carryover
Amount and (iii)
the obligation to pay the Class IO Distribution Amount.
"Class M-4 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate
Certificate
Principal Balance of the Class A Certificates (after taking into
account the
distribution of the Senior Principal Distribution Amount on such
Distribution
Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates
(after taking into account the distribution of the Class M-1
Principal
Distribution Amount on such Distribution Date), (iii) the
Certificate Principal
Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such
Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3
Certificates
(after taking into account the distribution of the Class M-3
Principal
Distribution Amount on such Distribution Date) and (v) the
Certificate Principal
Balance of the Class M-4 Certificates immediately prior to such
Distribution
Date over (y) the lesser of (A) the product of (i) [_______]% and
(ii) the
aggregate Stated Principal Balance of the Mortgage Loans as of the
last day of
the related Due Period and (B) the aggregate Stated Principal
Balance of the
Mortgage Loans as of the last day of the related Due Period minus
$[_______].
"Class M-5 Certificate": Any one of the Class M-5 Certificates
executed
by the Trustee, and authenticated and delivered by the Trustee,
substantially in
the form annexed hereto as Exhibit A-10 and evidencing (i) a
Regular Interest in
REMIC III, (ii) the right to receive the Net WAC Rate Carryover
Amount and (iii)
the obligation to pay the Class IO Distribution Amount.
"Class M-5 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate
Certificate
Principal Balance of the Class A Certificates (after taking into
account the
distribution of the Senior Principal Distribution Amount on such
Distribution
Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates
(after taking into account the distribution of the Class M-1
Principal
Distribution Amount on such Distribution Date), (iii) the
Certificate Principal
Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such
Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3
Certificates
(after taking into account the distribution of the Class M-3
Principal
Distribution Amount on such Distribution Date), (v) the Certificate
Principal
Balance of the Class M-4 Certificates (after taking into account
the
distribution of the Class M-4 Principal Distribution Amount on such
Distribution
Date) and (vi) the Certificate Principal Balance of the Class M-5
Certificates
immediately prior to such Distribution Date over (y) the lesser of
(A) the
product of (i) [_______]% and (ii) the aggregate Stated Principal
Balance of the
Mortgage Loans as of the last day of the related Due Period and (B)
the
aggregate Stated Principal Balance of the Mortgage Loans as of the
last day of
the related Due Period minus $[_______].
"Class M-6 Certificate": Any one of the Class M-6 Certificates
executed
by the Trustee, and authenticated and delivered by the Trustee,
substantially in
the form annexed hereto as Exhibit A-11 and evidencing (i) a
Regular Interest in
REMIC III, (ii) the right to receive the Net WAC Rate Carryover
Amount and (iii)
the obligation to pay the Class IO Distribution Amount.
"Class M-6 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate
Certificate
Principal Balance of the Class A Certificates (after taking into
account the
distribution of the Senior Principal Distribution Amount on such
Distribution
Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates
(after taking into account the distribution of the Class M-1
Principal
Distribution Amount on such Distribution Date), (iii) the
Certificate Principal
Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such
Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3
Certificates
(after taking into account the distribution of the Class M-3
Principal
Distribution Amount on such Distribution Date), (v) the Certificate
Principal
Balance of the Class M-4 Certificates (after taking into account
the
distribution of the Class M-4 Principal Distribution Amount on such
Distribution
Date), (vi) the Certificate Principal Balance of the Class M-5
Certificates
(after taking into account the distribution of the Class M-5
Principal
Distribution Amount on such Distribution Date) and (vii) the
Certificate
Principal Balance of the Class M-6 Certificates immediately prior
to such
Distribution Date over (y) the lesser of (A) the product of (i)
[_______]% and
(ii) the aggregate Stated Principal Balance of the Mortgage Loans
as of the last
day of the related Due Period and (B) the aggregate Stated
Principal Balance of
the Mortgage Loans as of the last day of the related Due Period
minus
$[-------].
"Class M-7 Certificate": Any one of the Class M-7 Certificates
executed
by the Trustee, and authenticated and delivered by the Trustee,
substantially in
the form annexed hereto as Exhibit A-12 and evidencing (i) a
Regular Interest in
REMIC III, (ii) the right to receive the Net WAC Rate Carryover
Amount and (iii)
the obligation to pay the Class IO Distribution Amount.
"Class M-7 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate
Certificate
Principal Balance of the Class A Certificates (after taking into
account the
distribution of the Senior Principal Distribution Amount on such
Distribution
Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates
(after taking into account the distribution of the Class M-1
Principal
Distribution Amount on such Distribution Date), (iii) the
Certificate Principal
Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such
Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3
Certificates
(after taking into account the distribution of the Class M-3
Principal
Distribution Amount on such Distribution Date), (v) the Certificate
Principal
Balance of the Class M-4 Certificates (after taking into account
the
distribution of the Class M-4 Principal Distribution Amount on such
Distribution
Date), (vi) the Certificate Principal Balance of the Class M-5
Certificates
(after taking into account the distribution of the Class M-5
Principal
Distribution Amount on such Distribution Date), (vii) the
Certificate Principal
Balance of the Class M-6 Certificates (after taking into account
the
distribution of the Class M-6 Principal Distribution Amount on such
Distribution
Date) and (viii) the Certificate Principal Balance of the Class M-7
Certificates
immediately prior to such Distribution Date over (y) the lesser of
(A) the
product of (i) [_______]% and (ii) the aggregate Stated Principal
Balance of the
Mortgage Loans as of the last day of the related Due Period and (B)
the
aggregate Stated Principal Balance of the Mortgage Loans as of the
last day of
the related Due Period minus $[_______].
"Class M-8 Certificate": Any one of the Class M-8 Certificates
executed
by the Trustee, and authenticated and delivered by the Trustee,
substantially in
the form annexed hereto as Exhibit A-13 and evidencing (i) a
Regular Interest in
REMIC III, (ii) the right to receive the Net WAC Rate Carryover
Amount and (iii)
the obligation to pay the Class IO Distribution Amount.
"Class M-8 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate
Certificate
Principal Balance of the Class A Certificates (after taking into
account the
distribution of the Senior Principal Distribution Amount on such
Distribution
Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates
(after taking into account the distribution of the Class M-1
Principal
Distribution Amount on such Distribution Date), (iii) the
Certificate Principal
Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such
Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3
Certificates
(after taking into account the distribution of the Class M-3
Principal
Distribution Amount on such Distribution Date), (v) the Certificate
Principal
Balance of the Class M-4 Certificates (after taking into account
the
distribution of the Class M-4 Principal Distribution Amount on such
Distribution
Date), (vi) the Certificate Principal Balance of the Class M-5
Certificates
(after taking into account the distribution of the Class M-5
Principal
Distribution Amount on such Distribution Date), (vii) the
Certificate Principal
Balance of the Class M-6 Certificates (after taking into account
the
distribution of the Class M-6 Principal Distribution Amount on such
Distribution
Date), (viii) the Certificate Principal Balance of the Class M-7
Certificates
(after taking into account the distribution of the Class M-7
Principal
Distribution Amount on such Distribution Date) and (ix) the
Certificate
Principal Balance of the Class M-8 Certificates immediately prior
to such
Distribution Date over (y) the lesser of (A) the product of (i)
[_______]% and
(ii) the aggregate Stated Principal Balance of the Mortgage Loans
as of the last
day of the related Due Period and (B) the aggregate Stated
Principal Balance of
the Mortgage Loans as of the last day of the related Due Period
minus
$[_______].
"Class M-9 Certificate": Any one of the Class M-9 Certificates
executed
by the Trustee, and authenticated and delivered by the Trustee,
substantially in
the form annexed hereto as Exhibit A-14 and evidencing (i) a
Regular Interest in
REMIC III, (ii) the right to receive the Net WAC Rate Carryover
Amount and (iii)
the obligation to pay the Class IO Distribution Amount.
"Class M-9 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate
Certificate
Principal Balance of the Class A Certificates (after taking into
account the
distribution of the Senior Principal Distribution Amount on such
Distribution
Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates
(after taking into account the distribution of the Class M-1
Principal
Distribution Amount on such Distribution Date), (iii) the
Certificate Principal
Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such
Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3
Certificates
(after taking into account the distribution of the Class M-3
Principal
Distribution Amount on such Distribution Date), (v) the Certificate
Principal
Balance of the Class M-4 Certificates (after taking into account
the
distribution of the Class M-4 Principal Distribution Amount on such
Distribution
Date), (vi) the Certificate Principal Balance of the Class M-5
Certificates
(after taking into account the distribution of the Class M-5
Principal
Distribution Amount on such Distribution Date), (vii) the
Certificate Principal
Balance of the Class M-6 Certificates (after taking into account
the
distribution of the Class M-6 Principal Distribution Amount on such
Distribution
Date), (viii) the Certificate Principal Balance of the Class M-7
Certificates
(after taking into account the distribution of the Class M-7
Principal
Distribution Amount on such Distribution Date), (ix) the
Certificate Principal
Balance of the Class M-8 Certificates (after taking into account
the
distribution of the Class M-8 Principal Distribution Amount on such
Distribution
Date) and (x) the Certificate Principal Balance of the Class M-9
Certificates
immediately prior to such Distribution Date over (y) the lesser of
(A) the
product of (i) [_______]% and (ii) the aggregate Stated Principal
Balance of the
Mortgage Loans as of the last day of the related Due Period and (B)
the
aggregate Stated Principal Balance of the Mortgage Loans as of the
last day of
the related Due Period minus $[_______].
"Class M-10 Certificate": Any one of the Class M-10
Certificates
executed by the Trustee, and authenticated and delivered by the
Trustee,
substantially in the form annexed hereto as Exhibit A-15 and
evidencing (i) a
Regular Interest in REMIC III, (ii) the right to receive the Net
WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO
Distribution
Amount.
"Class M-10 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate
Certificate
Principal Balance of the Class A Certificates (after taking into
account the
distribution of the Senior Principal Distribution Amount on the
related
distribution date), (ii) the Certificate Principal Balance of the
Class M-1
Certificates (after taking into account the distribution of the
Class M-1
Principal Distribution Amount on the related distribution date),
(iii) the
Certificate Principal Balance of the Class M-2 Certificates (after
taking into
account the distribution of the Class M-2 Principal Distribution
Amount on the
related distribution date), (iv) the Certificate Principal Balance
of the Class
M-3 Certificates (after taking into account the distribution of the
Class M-3
Principal Distribution Amount on the related distribution date),
(v) the
Certificate Principal Balance of the Class M-4 Certificates (after
taking into
account the distribution of the Class M-4 Principal Distribution
Amount on the
related distribution date), (vi) the Certificate Principal Balance
of the Class
M-5 Certificates (after taking into account the distribution of the
Class M-5
Principal Distribution Amount on the related distribution date),
(vii) the
Certificate Principal Balance of the Class M-6 Certificates (after
taking into
account the distribution of the Class M-6 Principal Distribution
Amount on the
related distribution date), (viii) the Certificate Principal
Balance of the
Class M-7 Certificates (after taking into account the distribution
of the Class
M-7 Principal Distribution Amount on the related distribution
date), (ix) the
Certificate Principal Balance of the Class M-8 Certificates (after
taking into
account the distribution of the Class M-8 Principal Distribution
Amount on the
related distribution date), (x) the Certificate Principal Balance
of the Class
M-9 Certificates (after taking into account the distribution of the
Class M-9
Principal Distribution Amount on the related distribution date) and
(xi) the
Certificate Principal Balance of the Class M-10 Certificates
immediately prior
to the related distribution date over the lesser of (A) the product
of (i)
[_______]% and (ii) the aggregate principal balance of the mortgage
loans as of
the last day of the related Due Period and (B) the aggregate
principal balance
of the mortgage loans as of the last day of the related Due Period
minus
approximately $[_______].
"Class SWAP-IO Interest": An uncertificated interest in the Trust
Fund
evidencing a Regular Interest in REMIC III.
"Class P Certificate": Any one of the Class P Certificates
executed,
authenticated and delivered by the Trustee, substantially in the
form annexed
hereto as Exhibit A-18 and evidencing a Regular Interest in REMIC V
for purposes
of the REMIC Provisions.
"Class P Interest": An uncertificated interest in the Trust Fund
held
by the Trustee on behalf of the Holders of the Class P
Certificates, evidencing
a Regular Interest in REMIC III for purposes of the REMIC
Provisions.
"Class R Certificate": Any one of the Class R Certificates
executed,
authenticated and delivered by the Trustee, substantially in the
form annexed
hereto as Exhibit A-19 and evidencing the ownership of the Class
R-I Interest,
the Class R-II Interest and the Class R-III Interest.
"Class R-X Certificate": Any one of the Class R-X Certificates
executed, authenticated and delivered by the Trustee, substantially
in the form
annexed hereto as Exhibit A-20 and evidencing the ownership of the
Class R-IV
Interest, the Class R-V Interest, the Class R-VI Interest and the
Class R-VII
Interest.
"Class R-I Interest": The uncertificated Residual Interest in REMIC
I.
"Class R-II Interest": The uncertificated Residual Interest in
REMIC
II.
"Class R-III Interest": The uncertificated Residual Interest in
REMIC
III.
"Class R-IV Interest": The uncertificated Residual Interest in
REMIC
IV.
"Class R-V Interest": The uncertificated Residual Interest in REMIC
V.
"Class R-VI Interest": The uncertificated Residual Interest in
REMIC
VI.
"Class R-VII Interest": The uncertificated Residual Interest in
REMIC
VII.
"Closing Date": [_______________].
"Code": The Internal Revenue Code of 1986, as amended.
"Collection Account": The account or accounts created and
maintained,
or caused to be created and maintained, by the Servicer pursuant to
Section
3.10(a), which shall be entitled "[_______________] as sub-servicer
for
[_______________], as Servicer for [_______________], as Trustee,
in trust for
the registered holders of New Century Mortgage Securities LLC, New
Century Home
Equity Loan Trust, Series 200_-__, Asset Backed Pass-Through
Certificates." The
Collection Account must be an Eligible Account.
"Commission": The Securities and Exchange Commission.
"Corporate Trust Office": The principal corporate trust office of
the
Trustee at which at any particular time its corporate trust
business in
connection with this Agreement shall be administered, which office
at the date
of the execution of this instrument is located at 1761 East St.
Andrew Place,
Santa Ana, California 92705-4934, Attn: [_______________] or at
such other
address as the Trustee may designate from time to time by notice to
the
Certificateholders, the Depositor and the Servicer.
"Corresponding Certificate": With respect to each REMIC II
Regular
Interest set forth below, the Regular Certificate set forth in the
table below:
REMIC II Regular Interest
Certificate
-------------------------
-----------
II-LTA1
Class A-1
II-LTA2a
Class A-2a
II-LTA2b
Class A-2b
II-LTA2c
Class A-2c
II-LTA2d
Class A-2d
II-LTM1
Class M-1
II-LTM2
Class M-2
II-LTM3
Class M-3
II-LTM4
Class M-4
II-LTM5
Class M-5
II-LTM6
Class M-6
II-LTM7
Class M-7
II-LTM8
Class M-8
II-LTM9
Class M-9
II-LTM10
Class M-10
II-LTP
Class P
"Credit Enhancement Percentage": For any Class of Offered
Certificates
for any Distribution Date, the percentage equivalent of a fraction,
the
numerator of which is the aggregate Certificate Principal Balance
of the Class
or Classes subordinate thereto and the Overcollateralization Amount
calculated
after taking into account payments of principal on the Mortgage
Loans and
distribution of the Group I Principal Distribution Amount and the
Group II
Principal Distribution Amount to the Certificates then entitled to
distributions
of principal on such Distribution Date, and the denominator of
which is the
aggregate Stated Principal Balance of the Mortgage Loans.
"Cumulative Loss Percentage": With respect to any Distribution
Date,
the percentage equivalent of a fraction, the numerator of which is
the aggregate
amount of Realized Losses incurred from the Cut-off Date to the
last day of the
preceding calendar month and the denominator of which is the
aggregate Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date.
"Cut-off Date": With respect to each Original Mortgage Loan,
[_______________]. With respect to all Qualified Substitute
Mortgage Loans,
their respective dates of substitution. References herein to the
"Cut-off Date,"
when used with respect to more than one Mortgage Loan, shall be to
the
respective Cut-off Dates for such Mortgage Loans.
"Debt Service Reduction": With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment for such Mortgage Loan
by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code,
except such a
reduction resulting from a Deficient Valuation.
"Deficient Valuation": With respect to any Mortgage Loan, a
valuation
of the related Mortgaged Property by a court of competent
jurisdiction in an
amount less than the then outstanding principal balance of the
Mortgage Loan,
which valuation results from a proceeding initiated under the
Bankruptcy Code.
"Definitive Certificates": As defined in Section 5.01(b).
"Deleted Mortgage Loan": A Mortgage Loan replaced or to be replaced
by
a Qualified Substitute Mortgage Loan.
"Delinquency Rate": With respect to any calendar month, the
percentage
obtained by dividing (a) the sum of the aggregate Stated Principal
Balance of
(i) Mortgage Loans delinquent 60 days or more, (ii) Mortgage Loans
in
foreclosure, (iii) REO Properties and (iv) Mortgage Loans
discharged due to
bankruptcy by (b) the aggregate Stated Principal Balance of the
Mortgage Loans
as of the last day of such calendar month.
"Depositor": New Century Mortgage Securities LLC, 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 (or,
in the case of a depository institution that is the principal
subsidiary of a
holding company, such holding company has unsecured commercial
paper or other
short-term unsecured debt obligations) that are rated at least P-1
by Moody's
and A-1+ by S and P.
"Depository
Participant": A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository
effects
book-entry transfers and pledges of securities deposited with the
Depository.
"Determination Date": With respect to each Distribution Date, the
15th
day of the calendar month in which such Distribution Date occurs
or, if such
15th day is not a Business Day, the Business Day immediately
preceding such 15th
day.
"Directly Operate": With respect to any REO Property, the
furnishing or
rendering of services to the tenants thereof, the management or
operation of
such REO Property, the holding of such REO Property primarily for
sale to
customers, the performance of any construction work thereon or any
use of such
REO Property in a trade or business conducted by REMIC I other than
through an
Independent Contractor; provided, however, that the Trustee (or the
Servicer on
behalf of the Trustee) shall not be considered to Directly Operate
an REO
Property solely because the Trustee (or the Servicer on behalf of
the Trustee)
establishes rental terms, chooses tenants, enters into or renews
leases, deals
with taxes and insurance, or makes decisions as to repairs or
capital
expenditures with respect to such REO Property.
"Disqualified Organization": Any of the following: (i) the
United
States, any State or political subdivision thereof, any possession
of the United
States, or any agency or instrumentality of any of the foregoing
(other than an
instrumentality which is a corporation if all of its activities are
subject to
tax and, except for Freddie Mac, a majority of its board of
directors is not
selected by such governmental unit), (ii) any foreign government,
any
international organization, or any agency or instrumentality of any
of the
foregoing, (iii) any organization (other than certain farmers'
cooperatives
described in Section 521 of the Code) which is exempt from the tax
imposed by
Chapter 1 of the Code (including the tax imposed by Section 511 of
the Code on
unrelated business taxable income), (iv) rural electric and
telephone
cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an
"electing
large partnership" and (vi) any other Person as set forth in an
Opinion of
Counsel delivered to the Trustee and the Depositor to the effect
that the
holding of an Ownership Interest in a Residual Certificate by such
Person may
cause any Trust REMIC or any Person having an Ownership Interest in
any Class of
Certificates (other than such Person) to incur a liability for any
federal tax
imposed under the Code that would not otherwise be imposed but for
the Transfer
of an Ownership Interest in a Residual Certificate to such Person.
The terms
"United States," "State" and "international organization" shall
have the
meanings set forth in Section 7701 of the Code or successor
provisions.
"Distribution Account": The trust account or accounts created
and
maintained by the Trustee pursuant to Section 3.10(b), which shall
be entitled
"[_______________], as Trustee, in trust for the registered holders
of New
Century Home Equity Loan Trust, Series 200_-_, Asset Backed
Pass-Through
Certificates." The Distribution Account must be an Eligible
Account.
"Distribution Date": The 25th day of any month, or if such 25th day
is
not a Business Day, the Business Day immediately following such
25th day,
commencing in [_______________].
"Due Date": With respect to each Distribution Date, the first day
of
the calendar month in which such Distribution Date occurs, which is
generally
the day of the month on which the Monthly Payment is due on a
Mortgage Loan,
exclusive of any days of grace.
"Due Period": With respect to any Distribution Date, the period
commencing on the second day of the month immediately preceding the
month in
which such Distribution Date occurs and ending on the related Due
Date.
"Eligible Account": Any of (i) an account or accounts maintained
with a
Depository Institution or (ii) a segregated, non-interest bearing
trust account
or accounts maintained with the corporate trust department of a
federal or state
chartered depository institution or trust company acting in its
fiduciary
capacity. Eligible Accounts may bear interest.
"ERISA": The Employee Retirement Income Security Act of 1974,
as
amended.
"Estate in Real Property": A fee simple estate in a parcel of
land.
"Excess Overcollateralized Amount": With respect to any
Distribution
Date, the excess, if any, of (i) the Overcollateralized Amount for
such
Distribution Date (calculated for this purpose only after assuming
that [___]%
of the Principal Remittance Amount on such Distribution Date has
been
distributed) over (ii) the Overcollateralization Target Amount for
such
Distribution Date.
"Expense Adjusted Maximum Mortgage Rate": With respect to any
Mortgage
Loan (or the related REO Property), as of any date of
determination, a per annum
rate of interest equal to the applicable Maximum Mortgage Rate for
such Mortgage
Loan (or the Mortgage Rate in the case of any Fixed-Rate Mortgage
Loan) as of
the close of business on the first day of the calendar month
preceding the month
in which the Distribution Date occurs minus the sum of (i) the
Trustee Fee Rate
and (ii) the Servicing Fee Rate, if applicable.
"Expense Adjusted Mortgage Rate": With respect to any Mortgage Loan
(or
the related REO Property), as of any date of determination, a per
annum rate of
interest equal to the applicable Mortgage Rate thereon as of the
close of
business on the first day of the calendar month preceding the month
in which the
Distribution Date occurs minus the sum of (i) the Trustee Fee Rate
and (ii) the
Servicing Fee Rate, if applicable.
"Extraordinary Trust Fund Expense": Any amounts reimbursable to
the
Trustee or any director, officer, employee or agent of the Trustee
from the
Trust Fund pursuant to Section 8.05 or Section 10.01(c), any
amounts payable
from the Distribution Account in respect of taxes pursuant to
Section
10.01(g)(iii) and any costs incurred by the Trustee endorsing any
Mortgage Notes
delivered in blank under Section 2.01 or recording the Assignments
pursuant to
Section 2.01 (to the extent the Seller is unable to pay such
costs).
"Fannie Mae": Fannie Mae, formally known as the Federal
National
Mortgage Association, or any successor thereto.
"FDIC": Federal Deposit Insurance Corporation or any successor
thereto.
"Final Recovery Determination": With respect to any defaulted
Mortgage
Loan or any REO Property (other than a Mortgage Loan or REO
Property purchased
by the Seller, the Depositor or the Servicer pursuant to or as
contemplated by
Section 2.03, Section 3.16(c) or Section 9.01), a determination
made by the
Servicer that all Insurance Proceeds, Liquidation Proceeds and
other payments or
recoveries which the Servicer, in its reasonable good faith
judgment, expects to
be finally recoverable in respect thereof have been so recovered.
The Servicer
shall maintain records, prepared by a Servicing Officer, of each
Final Recovery
Determination made thereby.
"Fixed-Rate Mortgage Loan": Each of the Mortgage Loans identified
in
the Mortgage Loan Schedule as having a Mortgage Rate that is fixed
for the
entire term of the Mortgage Loan.
"Fixed Swap Payment": With respect to any Distribution Date, the
amount
calculated at a fixed rate as set forth in the Interest Rate Swap
Agreement.
"Floating Swap Payment": With respect to any Distribution Date,
a
floating amount equal to the product of (i) LIBOR (as determined
pursuant to the
Interest Rate Swap Agreement for such Distribution Date), (ii) the
related
Notional Amount (as defined in the Interest Rate Swap Agreement),
(iii) 250 and
(iv) a fraction, the numerator of which is the actual number of
days elapsed
from and including the previous Distribution Date to but excluding
the current
Distribution Date (or, for the first Distribution Date, the actual
number of
days elapsed from the Closing Date to but excluding the first
Distribution
Date), and the denominator of which is 360.
"Formula Rate": For any Distribution Date and the Offered
Certificates,
the lesser of (i) One-Month LIBOR plus the Certificate Margin and
(ii) the
Maximum Cap Rate.
"Freddie Mac": Freddie Mac, formally known as the Federal Home
Loan
Mortgage Corporation, or any successor thereto.
"Gross Margin": With respect to each Adjustable-Rate Mortgage Loan,
the
fixed percentage set forth in the related Mortgage Note that is
added to the
Index on each Adjustment Date in accordance with the terms of the
related
Mortgage Note used to determine the Mortgage Rate for such
Adjustable-Rate
Mortgage Loan.
"Group I Allocation Percentage": With respect to any Distribution
Date,
the percentage equivalent of a fraction, the numerator of which is
(x) the Group
I Principal Remittance Amount for such Distribution Date and the
denominator of
which is (y) the Principal Remittance Amount for such Distribution
Date.
"Group I Certificates": The Class A-1 Certificates.
"Group I Interest Remittance Amount": With respect to any
Distribution
Date, that portion of the Available Funds for such Distribution
Date
attributable to interest received or advanced with respect to the
Group I
Mortgage Loans minus a PRO RATA portion (based on the Certificate
Principal
Balance of the Group I Certificates over the aggregate Certificate
Principal
Balance of the Class A Certificates) of the sum of any Net Swap
Payment owed to
the Swap Provider on that Distribution Date and any Swap
Termination Payment or
unpaid portion thereof owed to the Swap Provider on that
Distribution Date
(other than a Swap Termination Payment resulting from a Swap
Provider Trigger
Event).
"Group I Mortgage Loan": A Mortgage Loan assigned to Loan Group I
with
a principal balance that conforms to Freddie Mac loan limits.
"Group I Principal Distribution Amount": With respect to any
Distribution Date, the sum of (i) the principal portion of each
Monthly Payment
on the Group I Mortgage Loans due during the related Due Period,
whether or not
received on or prior to the related Determination Date; (ii) the
Stated
Principal Balance of any Group I Mortgage Loan that was purchased
during the
related Prepayment Period pursuant to or as contemplated by Section
2.03,
Section 3.16(c) or Section 9.01 and the amount of any shortfall
deposited in the
Collection Account in connection with the substitution of a Deleted
Mortgage
Loan in Loan Group I pursuant to Section 2.03 during the related
Prepayment
Period; (iii) the principal portion of all other unscheduled
collections
(including, without limitation, Principal Prepayments, Insurance
Proceeds,
Liquidation Proceeds and REO Principal Amortization) received
during the related
Prepayment Period on the Group I Mortgage Loans, net of any portion
thereof that
represents a recovery of principal for which an advance was made by
the Servicer
pursuant to Section 4.03 in respect of a preceding Distribution
Date; and (iv)
the Group I Allocation Percentage of the amount of any
Overcollateralization
Increase Amount for such Distribution Date MINUS (v) the Group I
Allocation
Percentage of the amount of any Overcollateralization Reduction
Amount for such
Distribution Date.
"Group I Principal Remittance Amount": With respect to any
Distribution
Date, the sum of the amounts set forth in clauses (i) through (iii)
of the
definition of Group I Principal Distribution Amount.
"Group I Senior Principal Distribution Amount": The excess of (x)
the
aggregate Certificate Principal Balance of the Group I Certificates
immediately
prior to such Distribution Date over (y) the lesser of (A) the
product of (i)
[____]% and (ii) the aggregate Stated Principal Balance of the
Group I Mortgage
Loans as of the last day of the related Due Period (after giving
effect to
scheduled payments of principal due during the related Due Period,
to the extent
received or advanced, and unscheduled collections of principal
received during
the related Prepayment Period) and (B) the excess of the aggregate
Stated
Principal Balance of the Group I Mortgage Loans as of the last day
of the
related Due Period (after giving effect to scheduled payments of
principal due
during the related Due Period, to the extent received or advanced,
and
unscheduled collections of principal received during the related
Prepayment
Period) over $[__________].
"Group II Allocation Percentage": With respect to any
Distribution
Date, the percentage equivalent of a fraction, the numerator of
which is (x) the
Group II Principal Remittance Amount for such Distribution Date and
the
denominator of which is (y) the Principal Remittance Amount for
such
Distribution Date.
"Group II Certificates": The Class A-2a Certificates, Class
A-2b
Certificates, Class A-2c Certificates and Class A-2d
Certificates.
"Group II Interest Remittance Amount": With respect to any
Distribution
Date, that portion of the Available Funds for such Distribution
Date
attributable to interest received or advanced with respect to the
Group II
Mortgage Loans minus a PRO RATA portion (based on the aggregate
Certificate
Principal Balance of the Group II Certificates over the aggregate
Certificate
Principal Balance of the Class A Certificates) of the sum of any
Net Swap
Payment owed to the Swap Provider on that Distribution Date and any
Swap
Termination Payment or unpaid portion thereof owed to the Swap
Provider on that
Distribution Date (other than a Swap Termination Payment resulting
from a Swap
Provider Trigger Event).
"Group II Mortgage Loan": A Mortgage Loan assigned to Loan Group
II
with a principal balance that may or may not conform to Freddie Mac
loan limits.
"Group II Principal Distribution Amount": With respect to any
Distribution Date, the sum of (i) the principal portion of each
Monthly Payment
on the Group II Mortgage Loans due during the related Due Period,
whether or not
received on or prior to the related Determination Date; (ii) the
Stated
Principal Balance of any Group II Mortgage Loan that was purchased
during the
related Prepayment Period pursuant to or as contemplated by Section
2.03,
Section 3.16(c) or Section 9.01 and the amount of any shortfall
deposited in the
Collection Account in connection with the substitution of a Deleted
Mortgage
Loan in Loan Group II pursuant to Section 2.03 during the related
Prepayment
Period; (iii) the principal portion of all other unscheduled
collections
(including, without limitation, Principal Prepayments, Insurance
Proceeds,
Liquidation Proceeds and REO Principal Amortization) received
during the related
Prepayment Period on the Group II Mortgage Loans, net of any
portion thereof
that represents a recovery of principal for which an advance was
made by the
Servicer pursuant to Section 4.03 in respect of a preceding
Distribution Date;
and (iv) the Group II Allocation Percentage of the amount of
any
Overcollateralization Increase Amount for such Distribution Date
MINUS (v) the
Group II Allocation Percentage of the amount of any
Overcollateralization
Reduction Amount for such Distribution Date.
"Group II Principal Remittance Amount": With respect to any
Distribution Date, the sum of the amounts set forth in clauses (i)
through (iii)
of the definition of Group II Principal Distribution Amount.
"Group II
Senior Principal Distribution Amount": The excess of (x) the
aggregate Certificate Principal Balance of the Group II
Certificates immediately
prior to such Distribution Date over (y) the lesser of (A) the
product of (i)
[____]% and (ii) the aggregate Stated Principal Balance of the
Group II Mortgage
Loans as of the last day of the related Due Period (after giving
effect to
scheduled payments of principal due during the related Due Period,
to the extent
received or advanced, and unscheduled collections of principal
received during
the related Prepayment Period) and (B) the excess of the aggregate
Stated
Principal Balance of the Group II Mortgage Loans as of the last day
of the
related Due Period (after giving effect to scheduled payments of
principal due
during the related Due Period, to the extent received or advanced,
and
unscheduled collections of principal received during the related
Prepayment
Period) over $[___________].
"Highest Priority": As of any date of determination, the Class
of
Mezzanine Certificates then outstanding with a Certificate
Principal Balance
greater than zero, with the highest priority for payments pursuant
to Section
4.01, in the following order of decreasing priority: Class M-1,
Class M-2, Class
M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class
M-9 and Class
M-10.
"Indenture": An indenture relating to the issuance of notes backed
by
all or a portion of the Class CE-1 Certificates and/or the Class P
Certificates.
"Independent": When used with respect to any specified Person, any
such
Person who (a) is in fact independent of the Depositor, the
Servicer and their
respective Affiliates, (b) does not have any direct financial
interest in or any
material indirect financial interest in the Depositor, the Servicer
or any
Affiliate thereof, and (c) is not connected with the Depositor, the
Servicer or
any Affiliate thereof as an officer, employee, promoter,
underwriter, trustee,
partner, director or Person performing similar functions; provided,
however,
that a Person shall not fail to be Independent of the Depositor,
the Servicer or
any Affiliate thereof merely because such Person is the beneficial
owner of
[____]% or less of any class of securities issued by the Depositor,
the Servicer
or any Affiliate thereof, as the case may be.
"Independent Contractor": Either (i) any Person (other than the
Servicer) that would be an "independent contractor" with respect to
REMIC I
within the meaning of Section 856(d)(3) of the Code if REMIC I were
a real
estate investment trust (except that the ownership tests set forth
in that
section shall be considered to be met by any Person that owns,
directly or
indirectly, [____]% or more of any Class of Certificates), so long
as REMIC I
does not receive or derive any income from such Person and provided
that the
relationship between such Person and REMIC I is at arm's length,
all within the
meaning of Treasury Regulation Section 1.856-4(b)(5), or (ii) any
other Person
(including the Servicer) if the Trustee has received an Opinion of
Counsel to
the effect that the taking of any action in respect of any REO
Property by such
Person, subject to any conditions therein specified, that is
otherwise herein
contemplated to be taken by an Independent Contractor will not
cause such REO
Property to cease to qualify as "foreclosure property" within the
meaning of
Section 860G(a)(8) of the Code (determined without regard to the
exception
applicable for purposes of Section 860D(a) of the Code), or cause
any income
realized in respect of such REO Property to fail to qualify as
Rents from Real
Property.
"Index": With respect to each Adjustable Rate Mortgage Loan and
with
respect to each related Adjustment Date, the index as specified in
the related
Mortgage Note.
"Insurance Proceeds": Proceeds of any title policy, hazard policy
or
other insurance policy covering a Mortgage Loan, to the extent such
proceeds are
not to be applied to the restoration of the related Mortgaged
Property or
released to the Mortgagor in accordance with the procedures that
the Servicer
would follow in servicing mortgage loans held for its own account,
subject to
the terms and conditions of the related Mortgage Note and
Mortgage.
"Interest Accrual Period": With respect to any Distribution Date
and
the Offered Certificates, the period commencing on the Distribution
Date of the
month immediately preceding the month in which such Distribution
Date occurs
(or, in the case of the first Distribution Date, commencing on the
Closing Date)
and ending on the day preceding such Distribution Date. With
respect to any
Distribution Date and the Class CE-1 Certificates and the REMIC I
Regular
Interests, the one-month period ending on the last day of the
calendar month
preceding the month in which such Distribution Date occurs.
"Interest Carry Forward Amount": With respect to any Distribution
Date
and the Offered Certificates, the sum of (i) the amount, if any, by
which (a)
the Interest Distribution Amount for such Class of Certificates as
of the
immediately preceding Distribution Date exceeded (b) the actual
amount
distributed on such Class of Certificates in respect of interest on
such
immediately preceding Distribution Date, (ii) the amount of any
undistributed
Interest Carry Forward Amounts for such Class of Certificates
remaining from
previous Distribution Dates and (iii) accrued interest on the sum
of (i) and
(ii) above calculated at the related Pass-Through Rate for the most
recently
ended Interest Accrual Period.
"Interest
Determination Date": With respect to the Offered
Certificates, REMIC II Regular Interest II-LTA1, REMIC II Regular
Interest
II-LTA2a, REMIC II Regular Interest II-LTA2b, REMIC II Regular
Interest
II-LTA2c, REMIC II Regular Interest II-LTA2d, REMIC II Regular
Interest II-LTM1,
REMIC II Regular Interest II-LTM2, REMIC II Regular Interest
II-LTM3, REMIC II
Regular Interest II-LTM4, REMIC II Regular Interest II-LTM5, REMIC
II Regular
Interest II-LTM6, REMIC II Regular Interest II-LTM7, REMIC II
Regular Interest
II-LTM8, REMIC II Regular Interest II-LTM9 and REMIC II Regular
Interest
II-LTM10 and any Accrual Period therefor, the second London
Business Day
preceding the commencement of such Accrual Period.
"Interest Distribution Amount": With respect to any Distribution
Date
and any Class A Certificates, any Mezzanine Certificates and any
Class CE-1
Certificates, the aggregate Accrued Certificate Interest on the
Certificates of
such Class for such Distribution Date.
"Interest Rate Swap Agreement": The 1992 ISDA Master Agreement
(Multicurrency-Cross Border) dated as of [_______________]
(together with the
schedule thereto, the "Master Agreement") between [_______________]
and the
Supplemental Interest Trust Trustee, and a confirmation of the same
date, which
supplements and forms part of the Master Agreement.
"Interest Remittance Amount": With respect to any Distribution
Date,
that portion of the Available Distribution Amount for such
Distribution Date
allocable to interest on the Mortgage Loans.
"Late Collections": With respect to any Mortgage Loan and any
Due
Period, all amounts received subsequent to the Determination Date
immediately
following such Due Period, whether as late payments of Monthly
Payments or as
Insurance Proceeds, Liquidation Proceeds or otherwise, which
represent late
payments or collections of principal and/or interest due (without
regard to any
acceleration of payments under the related Mortgage and Mortgage
Note) but
delinquent for such Due Period and not previously recovered.
"Liquidation Event": With respect to any Mortgage Loan, any of
the
following events: (i) such Mortgage Loan is paid in full; (ii) a
Final Recovery
Determination is made as to such Mortgage Loan; or (iii) such
Mortgage Loan is
removed from REMIC I by reason of its being purchased, sold or
replaced pursuant
to or as contemplated by Section 2.03, Section 3.16(c) or Section
9.01. With
respect to any REO Property, either of the following events: (i) a
Final
Recovery Determination is made as to such REO Property; or (ii)
such REO
Property is removed from REMIC I by reason of its being purchased
pursuant to
Section 9.01.
"Liquidation Proceeds": The amount (other than Insurance Proceeds
or
amounts received in respect of the rental of any REO Property prior
to REO
Disposition) received by the Servicer in connection with (i) the
taking of all
or a part of a Mortgaged Property by exercise of the power of
eminent domain or
condemnation, (ii) the liquidation of a defaulted Mortgage Loan
through a
trustee's sale, foreclosure sale or otherwise, or (iii) the
repurchase,
substitution or sale of a Mortgage Loan or an REO Property pursuant
to or as
contemplated by Section 2.03, Section 3.16(c), Section 3.23 or
Section 9.01.
"Loan Group": Loan Group I or Loan Group II, as the context
requires.
"Loan Group I": The group of Mortgage Loans identified in the
Mortgage
Loan Schedule as having been assigned to Loan Group I.
"Loan Group II": The group of Mortgage Loans identified in the
Mortgage
Loan Schedule as having been assigned to Loan Group II.
"Loan-to-Value Ratio": As of any date of determination, the
fraction,
expressed as a percentage, the numerator of which is the principal
balance of
the related Mortgage Loan at such date and the denominator of which
is the Value
of the related Mortgaged Property.
"London Business Day": Any day on which banks in the City of London
and
New York are open and conducting transactions in United States
dollars.
"Marker Rate": With respect to the Class CE-1 Interest and any
Distribution Date, a per annum rate equal to two (2) times the
weighted average
of the REMIC II Remittance Rate for each of REMIC II Regular
Interests II-LTA1,
II-LTA2a, II-LTA2b, II-LTA2c, II-LTA2d, II-LTM1, II-LTM2, II-LTM3,
II-LTM4,
II-LTM5, II-LTM6, II-LTM7, II-LTM8, II-LTM9, II-LTM10 and II-LTZZ,
with the rate
on each such REMIC II Regular Interest (other than REMIC II Regular
Interest
II-LTZZ) subject to a cap equal to the lesser of (a) One-Month
LIBOR plus the
related margin and (b) the Net WAC Rate for the purpose of this
calculation and
with the rate on REMIC II Regular Interest II-LTZZ subject to a cap
of zero for
the purpose of this calculation; provided, however, that solely for
this
purpose, calculations of the REMIC II Remittance Rate and the
related caps with
respect to such REMIC II Regular Interests (other than REMIC II
Regular Interest
II-LTZZ) shall be multiplied by a fraction, the numerator of which
is 30 and the
denominator of which is the actual number of days elapsed in the
related Accrual
Period.
"Maximum Cap Rate": For any Distribution Date with respect to the
Group
I Certificates, a per annum rate equal to the sum of (i) the
product of (x) the
weighted average of the Expense Adjusted Maximum Mortgage Rates of
the Group I
Mortgage Loans, weighted based on their outstanding Principal
Balances as of the
first day of the calendar month preceding the month in which the
Distribution
Date occurs and (y) a fraction, the numerator of which is 30 and
the denominator
of which is the actual number of days elapsed in the related
Accrual Period and
(ii) an amount, expressed as a percentage, equal to a fraction, the
numerator of
which is equal to the Net Swap Payment made by the Swap Provider
and the
denominator of which is equal to the aggregate Stated Principal
Balance of the
Mortgage Loans, multiplied by 12.
For any Distribution Date with respect to the Group II
Certificates, a
per annum rate equal to the sum of (i) the product of (x) the
weighted average
of the Expense Adjusted Maximum Mortgage Rates of the Group II
Mortgage Loans,
weighted based on their outstanding Principal Balances as of the
first day of
the calendar month preceding the month in which the Distribution
Date occurs and
(y) a fraction, the numerator of which is 30 and the denominator of
which is the
actual number of days elapsed in the related Accrual Period and
(ii) an amount,
expressed as a percentage, equal to a fraction, the numerator of
which is equal
to the Net Swap Payment made by the Swap Provider and the
denominator of which
is equal to the aggregate Stated Principal Balance of the Mortgage
Loans,
multiplied by 12.
For any Distribution Date with respect to the Mezzanine
Certificates, a
per annum rate equal to the product of (x) the weighted average
(weighted on the
basis of the results of subtracting from the aggregate Stated
Principal Balance
of the applicable Loan Group, the current Certificate Principal
Balance of the
related Class A Certificates) of the Maximum Cap Rate for the Group
I
Certificates and the Maximum Cap Rate for the Group II Certificates
and (y) a
fraction, the numerator of which is 30 and the denominator of which
is the
actual number of days elapsed in the related Interest Accrual
Period.
"Maximum II-LTZZ Uncertificated Interest Deferral Amount": With
respect
to any Distribution Date, the excess of (i) accrued interest at the
REMIC II
Remittance Rate applicable to REMIC II Regular Interest II-LTZZ for
such
Distribution Date on a balance equal to the Uncertificated Balance
of REMIC II
Regular Interest II-LTZZ minus the REMIC II Overcollateralization
Amount, in
each case for such Distribution Date, over (ii) Uncertificated
Interest on REMIC
II Regular Interest II-LTA1, REMIC II Regular Interest II-LTA2a,
REMIC II
Regular Interest II-LTA2b, REMIC II Regular Interest II-LTA2c,
REMIC II Regular
Interest II-LTA2d, REMIC II Regular Interest II-LTM1, REMIC II
Regular Interest
II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II Regular
Interest II-LTM4,
REMIC II Regular Interest II-LTM5, REMIC II Regular Interest
II-LTM6, REMIC II
Regular Interest II-LTM7, REMIC II Regular Interest II-LTM8, REMIC
II Regular
Interest II-LTM9 and REMIC II Regular Interest II-LTM10 for such
Distribution
Date, with the rate on each such REMIC II Regular Interest subject
to a cap
equal to the lesser of (a) One-Month LIBOR plus the related
Certificate Margin
and (b) the Net WAC Rate; provided, however, each cap shall be
multiplied by a
fraction, the numerator of which is the actual number of days
elapsed in the
related Accrual Period and the denominator of which is 30.
"Maximum Mortgage Rate": With respect to each Adjustable-Rate
Mortgage
Loan, the percentage set forth in the related Mortgage Note as the
maximum
Mortgage Rate thereunder.
"Mezzanine Certificate": Any Class M-1 Certificate, Class M-2
Certificate, Class M-3 Certificate, Class M-4 Certificate, Class
M-5
Certificate, Class M-6 Certificate, Class M-7 Certificate, Class
M-8
Certificate, Class M-9 Certificate or Class M-10 Certificate.
"Minimum Mortgage Rate": With respect to each Adjustable-Rate
Mortgage
Loan, the percentage set forth in the related Mortgage Note as the
minimum
Mortgage Rate thereunder.
"Monthly Payment": With respect to any Mortgage Loan, the
scheduled
monthly payment of principal and interest on such Mortgage Loan
which is payable
by the related Mortgagor from time to time under the related
Mortgage Note,
determined: (a) after giving effect to (i) any Deficient Valuation
and/or Debt
Service Reduction with respect to such Mortgage Loan and (ii) any
reduction in
the amount of interest collectible from the related Mortgagor
pursuant to the
Relief Act; (b) without giving effect to any extension granted or
agreed to by
the Servicer pursuant to Section 3.07 and (c) on the assumption
that all other
amounts, if any, due under such Mortgage Loan are paid when
due.
"Moody's": Moody's Investors Service, Inc. or its successor in
interest.
"Mortgage": The mortgage, deed of trust or other instrument
creating a
first lien on, or first priority security interest in, a Mortgaged
Property
securing a Mortgage Note.
"Mortgage File": The mortgage documents listed in Section 2.01
pertaining to a particular Mortgage Loan and any additional
documents required
to be added to the Mortgage File pursuant to this Agreement.
"Mortgage Loan": Each mortgage loan transferred and assigned to
the
Trustee and delivered to the Trustee pursuant to Section 2.01 or
Section 2.03(b)
of this Agreement, as held from time to time as a part of the Trust
Fund, the
Mortgage Loans so held being identified in the Mortgage Loan
Schedule.
"Mortgage Loan Purchase Agreement": The agreement between the
Seller
and the Depositor, regarding the sale of the Mortgage Loans by the
Seller to the
Depositor, substantially in the form of Exhibit D annexed
hereto.
"Mortgage Loan Schedule": As of any date, the list of Mortgage
Loans
included in REMIC I on such date, attached hereto as Schedule 1.
The Mortgage
Loan Schedule shall set forth the following information with
respect to each
Mortgage Loan:
(i) the
Mortgage Loan identifying number;
(ii)
[reserved];
(iii) the state and
zip code of the Mortgaged Property;
(iv) a code
indicating whether the Mortgaged Property is
owner-occupied;
(v) the
type of Residential Dwelling constituting the Mortgaged
Property;
(vi) the
original months to maturity;
(vii) the stated
remaining months to maturity from the Cut-off Date
based on the original amortization schedule;
(viii)
the
Loan-to-Value Ratio at origination;
(ix) the
Mortgage Rate in effect immediately following the Cut-off
Date;
(x) (A)
the date on which the first Monthly Payment was due on
the Mortgage Loan and
(B) if such date is not consistent with
the Due Date currently in effect, such Due Date;
(xi) the stated
maturity date;
(xii) the amount of
the Monthly Payment at origination;
(xiii) the amount of the
Monthly Payment due on the first Due Date
after the Cut-off Date;
(xiv) the last Due
Date on which a Monthly Payment was actually
applied to the unpaid Stated Principal Balance;
(xv) the
original principal amount of the Mortgage Loan;
(xvi) the Stated
Principal Balance of the Mortgage Loan as of the
close of business on the Cut-off Date;
(xvii) a
code indicating the purpose of the Mortgage Loan (i.e.,
purchase financing, Rate/Term Refinancing, Cash-Out
Refinancing);
(xviii) the
Mortgage Rate;
(xix) a code
indicating the documentation program (i.e., Full
Documentation, Limited Documentation, Stated Income
Documentation);
(xx) the risk
grade;
(xxi) the Value of the
Mortgaged Property;
(xxii) the
sale price of the Mortgaged Property, if applicable;
(xxiii) the
actual unpaid principal balance of the Mortgage Loan as
of the Cut-off Date;
(xxiv) the
type and term of the related Prepayment Charge;
(xxv) with respect to
each Adjustable Rate Mortgage Loan, the
Minimum Mortgage Rate, the Maximum Mortgage Rate, the Gross
Margin, the next Adjustment Date and the Periodic Rate Cap;
(xxvi) the
program code; and
(xxvii) the
total amount of points and fees charged such Mortgage
Loan.
The Mortgage Loan Schedule shall set forth the following
information
with respect to the Mortgage Loans in the aggregate and for each
Loan Group as
of the Cut-off Date: (1) the number of Mortgage Loans (separately
identifying
the number of Fixed-Rate Mortgage Loans and the number of
Adjustable-Rate
Mortgage Loans); (2) the current Stated Principal Balance of the
Mortgage Loans;
(3) the weighted average Mortgage Rate of the Mortgage Loans and
(4) the
weighted average maturity of the Mortgage Loans. The Mortgage Loan
Schedule
shall be amended from time to time by the Depositor in accordance
with the
provisions of this Agreement. With respect to any Qualified
Substitute Mortgage
Loan, the Cut-off Date shall refer to the related Cut-off Date for
such Mortgage
Loan, determined in accordance with the definition of Cut-off Date
herein.
"Mortgage Note": The original executed note or other evidence of
the
indebtedness of a Mortgagor under a Mortgage Loan.
"Mortgage Pool": The pool of Mortgage Loans, identified on Schedule
1
and existing from time to time thereafter, and any REO Properties
acquired in
respect thereof.
"Mortgage Rate": With respect to each Mortgage Loan, the annual
rate at
which interest accrues on such Mortgage Loan from time to time in
accordance
with the provisions of the related Mortgage Note, which rate (i)
with respect to
the Fixed-Rate Mortgage Loans shall remain constant at the rate set
forth in the
Mortgage Loan Schedule as the Mortgage Rate in effect immediately
following the
Cut-off Date and (ii) with respect to the Adjustable-Rate Mortgage
Loans, (A) as
of any date of determination until the first Adjustment Date
following the
Cut-off Date shall be the rate set forth in the Mortgage Loan
Schedule as the
Mortgage Rate in effect immediately following the Cut-off Date and
(B) as of any
date of determination thereafter shall be the rate as adjusted on
the most
recent Adjustment Date equal to the sum, rounded to the nearest or
next highest
[____]% as provided in the Mortgage Note, of the Index, as most
recently
available as of a date prior to the Adjustment Date as set forth in
the related
Mortgage Note, plus the related Gross Margin; provided that the
Mortgage Rate on
such Adjustable-Rate Mortgage Loan on any Adjustment Date shall
never be more
than the lesser of (i) the sum of the Mortgage Rate in effect
immediately prior
to the Adjustment Date plus the related Periodic Rate Cap, if any,
and (ii) the
related Maximum Mortgage Rate, and shall never be less than the
greater of (i)
the Mortgage Rate in effect immediately prior to the Adjustment
Date less the
Periodic Rate Cap, if any, and (ii) the related Minimum Mortgage
Rate. With
respect to each Mortgage Loan that becomes an REO Property, as of
any date of
determination, the annual rate determined in accordance with the
immediately
preceding sentence as of the date such Mortgage Loan became an REO
Property.
"Mortgaged Property": The underlying property securing a Mortgage
Loan,
including any REO Property, consisting of an Estate in Real
Property improved by
a Residential Dwelling.
"Mortgagor": The obligor on a Mortgage Note.
"Net Monthly Excess Cashflow": With respect to any Distribution
Date,
the sum of (i) any Overcollateralization Reduction Amount for such
Distribution
Date and (ii) the excess of (x) the Available Distribution Amount
for such
Distribution Date over (y) the sum for such Distribution Date of
(A) the Senior
Interest Distribution Amount payable to the Holders of the Class A
Certificates,
(B) the Interest Distribution Amount payable to the Holders of the
Mezzanine
Certificates and (C) the Principal Remittance Amount.
"Net Mortgage Rate": With respect to any Mortgage Loan (or the
related
REO Property) as of any date of determination, a per annum rate of
interest
equal to the then applicable Mortgage Rate for such Mortgage Loan
minus the
Servicing Fee Rate.
"Net Prepayment Interest Shortfall": With respect to any
Distribution
Date, the excess, if any, of any Prepayment Interest Shortfalls for
such
Distribution Date over the Compensating Interest paid by the
Servicer.
"Net Swap Payment": In the case of payments made by the Trust,
the
excess, if any, of (x) the Fixed Swap Payment over (y) the Floating
Swap Payment
and in the case of payments made by the Swap Provider, the excess,
if any, of
(x) the Floating Swap Payment over (y) the Fixed Swap Payment. In
each case, the
Net Swap Payment shall not be less than zero.
"Net WAC Pass-Through Rate": For any Distribution Date with respect
to
the Group I Certificates, a per annum rate equal to the product of
(x) the
weighted average of the Expense Adjusted Mortgage Rates of the
Group I Mortgage
Loans, weighted based on their outstanding Principal Balances as of
the first
day of the calendar month preceding the month in which the
Distribution Date
occurs (after giving effect to Principal Prepayments received in
the related
Prepayment Period ending during such previous calendar month) and
(y) a
fraction, the numerator of which is 30 and the denominator of which
is the
actual number of days elapsed in the related Accrual Period minus
the product of
(a) (i) an amount, expressed as a percentage, equal to the Net Swap
Payment, if
any, paid by the Trust for such Distribution Date divided by the
aggregate
Stated Principal Balance of the Mortgage Loans and (ii) an amount,
expressed as
a percentage, equal to the Swap Termination Payment, if any, due
from the Trust
(other than any Swap Termination Payment resulting from a Swap
Provider Trigger
Event) for such Distribution Date, divided by the aggregate Stated
Principal
Balance of the Mortgage Loans and (b) 12. With respect to any
Distribution Date
and the REMIC III Regular Interests the ownership of which is
represented by the
Group I Certificates, the weighted average (adjusted for the actual
number of
days elapsed in the related Accrual Period) of the REMIC II
Remittance Rate on
REMIC II Regular Interest II-LT1GRP, weighted on the basis of the
Uncertificated
Principal Balance of such REMIC II Regular Interest immediately
prior to such
Distribution Date.
For any Distribution Date with respect to the Group II
Certificates, a
per annum rate equal to the product of (x) the weighted average of
the Expense
Adjusted Mortgage Rates of the Group II Mortgage Loans, weighted
based on their
outstanding Stated Principal Balances as of the first day of the
calendar month
preceding the month in which the Distribution Date occurs (after
giving effect
to Principal Prepayments received in the related Prepayment Period
ending during
such previous calendar month) and (y) a fraction, the numerator of
which is 30
and the denominator of which is the actual number of days elapsed
in the related
Accrual Period minus the product of (a) (i) an amount, expressed as
a
percentage, equal to the Net Swap Payment, if any, paid by the
Trust for such
Distribution Date divided by the aggregate Stated Principal Balance
of the
Mortgage Loans and (ii) an amount, expressed as a percentage, equal
to the Swap
Termination Payment, if any, due from the Trust (other than any
Swap Termination
Payment resulting from a Swap Provider Trigger Event) for such
Distribution
Date, divided by the aggregate Stated Principal Balance of the
Mortgage Loans
and (b) 12. With respect to any Distribution Date and the REMIC III
Regular
Interests the ownership of which is represented by the Group II
Certificates,
the weighted average (adjusted for the actual number of days
elapsed in the
related Accrual Period) of the REMIC II Remittance Rate on REMIC II
Regular
Interest II-LT2GRP, weighted on the basis of the Uncertificated
Principal
Balance of such REMIC II Regular Interest immediately prior to such
Distribution
Date.
For any Distribution Date with respect to the Mezzanine
Certificates, a
per annum rate (subject to adjustment based on the actual number of
days elapsed
in the related Interest Accrual Period) equal to the weighted
average (weighted
on the basis of the results of subtracting from the aggregate
Stated Principal
Balance of each Loan Group the current aggregate Certificate
Principal Balance
of the related Class A Certificates) of the Net WAC Pass-Through
Rate for the
Group I Certificates and the Net WAC Pass-Through Rate for the
Group II
Certificates. With respect to any Distribution Date and the REMIC
II Regular
Interests the ownership of which is represented by the Mezzanine
Certificates, a
per annum rate equal to the weighted average (adjusted for the
actual number of
days elapsed in the related Accrual Period) of the REMIC II
Remittance Rates on
(a) REMIC II Regular Interest II-LT1SUB, subject to a cap and a
floor equal to
the REMIC II Remittance Rate on REMIC II Regular Interest II-LT1GRP
and (b)
REMIC II Regular Interest II-LT2SUB, subject to a cap and a floor
equal to the
REMIC II Remittance Rate on REMIC II Regular Interest II-LT2GRP, in
each case as
determined for such Distribution Date, weighted on the basis of
the
Uncertificated Principal Balance of each such REMIC II Regular
Interest
immediately prior to such Distribution Date.
"Net WAC Rate Carryover Reserve Account": The account established
and
maintained pursuant to Section 3.28.
"Net WAC Rate Carryover Amount": With respect to any Class of
Offered
Certificates and any Distribution Date, the sum of (A) the positive
excess of
(i) the amount of interest accrued on such Class of Certificates
for such
Distribution Date at the related Formula Rate for such Distribution
Date over
(ii) the amount of interest accrued on such Class of Certificates
at the related
Net WAC Pass-Through Rate for such Distribution Date and (B) the
undistributed
portion of any related Net WAC Rate Carryover Amount for previous
Distribution
Dates together with interest thereon at a rate equal to the related
Formula Rate
for such Class of Certificates for such Distribution Date.
"New Lease": Any lease of REO Property entered into on behalf of
REMIC
I, including any lease renewed or extended on behalf of REMIC I, if
REMIC I has
the right to renegotiate the terms of such lease.
"Nonrecoverable P&I Advance": Any P&I Advance previously
made or
proposed to be made in respect of a Mortgage Loan or REO Property
that, in the
good faith business judgment in accordance with the Servicing
Standard of the
Servicer, will not or, in the case of a proposed P&I Advance,
would not be
ultimately recoverable from related Late Collections, Insurance
Proceeds or
Liquidation Proceeds on such Mortgage Loan or REO Property as
provided herein.
"Nonrecoverable Servicing Advance": Any Servicing Advance
previously
made or proposed to be made in respect of a Mortgage Loan or REO
Property that,
in the good faith business judgment in accordance with the
Servicing Standard of
the Servicer, will not or, in the case of a proposed Servicing
Advance, would
not be ultimately recoverable from related Late Collections,
Insurance Proceeds
or Liquidation Proceeds on such Mortgage Loan or REO Property as
provided
herein.
"Non-United States Person": Any Person other than a United
States
Person.
"Notional Amount": With respect to the Class CE-1 Interest and
any
Distribution Date, the Uncertificated Balance of the REMIC II
Regular Interests
(other than REMIC II Regular Interest II-LTP) for such Distribution
Date.
"Offered Certificates": The Class A Certificates and the
Mezzanine
Certificates.
"Officers' Certificate": A certificate signed by the Chairman of
the
Board, the Vice Chairman of the Board, the President or a vice
president
(however denominated), and by the Treasurer, the Secretary, or one
of the
assistant treasurers or assistant secretaries of the Servicer, the
Originators,
the Seller or the Depositor, as applicable.
"One-Month LIBOR": With respect to the Offered Certificates and
for
purposes of the Formula Rate, REMIC II Regular Interest II-LTA1,
REMIC II
Regular Interest II-LTA2a, REMIC II Regular Interest II-LTA2b,
REMIC II Regular
Interest II-LTA2c, REMIC II Regular Interest II-LTA2d, REMIC II
Regular Interest
II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II Regular
Interest II-LTM3,
REMIC II Regular Interest II-LTM4, REMIC II Regular Interest
II-LTM5, REMIC II
Regular Interest II-LTM6, REMIC II Regular Interest II-LTM7, REMIC
II Regular
Interest II-LTM8, REMIC II Regular Interest II-LTM9 and REMIC II
Regular
Interest II-LTM10 and any Interest Accrual Period therefor, the
rate determined
by the Trustee on the related Interest Determination Date on the
basis of the
offered rate for one-month U.S. dollar deposits, as such rate
appears on
Telerate Page 3750 as of 11:00 a.m. (London time) on such Interest
Determination
Date; provided that if such rate does not appear on Telerate Page
3750, the rate
for such date will be determined on the basis of the offered rates
of the
Reference Banks for one-month U.S. dollar deposits, as of 11:00
a.m. (London
time) on such Interest Determination Date. In such event, the
Trustee will
request the principal London office of each of the Reference Banks
to provide a
quotation of its rate. If on such Interest Determination Date, two
or more
Reference Banks provide such offered quotations, One-Month LIBOR
for the related
Interest Accrual Period shall be the arithmetic mean of such
offered quotations
(rounded upwards if necessary to the nearest whole multiple of
1/16%). If on
such Interest Determination Date, fewer than two Reference Banks
provide such
offered quotations, One-Month LIBOR for the related Interest
Accrual Period
shall be the higher of (i) LIBOR as determined on the previous
Interest
Determination Date and (ii) the Reserve Interest Rate.
Notwithstanding the
foregoing, if, under the priorities described above, LIBOR for an
Interest
Determination Date would be based on LIBOR for the previous
Interest
Determination Date for the third consecutive Interest Determination
Date, the
Trustee, after consultation with the Depositor, shall select an
alternative
comparable index (over which the Trustee has no control), used for
determining
one-month Eurodollar lending rates that is calculated and published
(or
otherwise made available) by an independent party.
"Opinion of Counsel": A written opinion of counsel, who may,
without
limitation, be salaried counsel for the Depositor or the Servicer,
acceptable to
the Trustee, except that any opinion of counsel relating to (a)
the
qualification of any Trust REMIC as a REMIC or (b) compliance with
the REMIC
Provisions, must be an opinion of Independent counsel.
"Original Mortgage Loan": Any of the Mortgage Loans included in
REMIC I
as of the Closing Date.
"Originators": [____________]or [____________], or their successors
in
interest.
"Overcollateralization Deficiency Amount": With respect to any
Distribution Date, the excess, if any, of (a) the
Overcollateralization Target
Amount applicable to such Distribution Date over (b) the
Overcollateralized
Amount applicable to such Distribution Date (calculated for this
purpose only
after assuming that [___]% of the Principal Remittance Amount on
such
distribution date has been distributed).
"Overcollateralization Increase Amount": With respect to any
Distribution Date, the lesser of the (x) the Overcollateralization
Deficiency
Amount as of such Distribution Date (calculated for this purpose
only after
assuming that [___]% of the Principal Remittance Amount on such
distribution
date has been distributed) and (y) the amount of Accrued
Certificate Interest
distributable on the Class CE-1 Certificates on such Distribution
Date as
reduced by Realized Losses allocated thereto with respect to such
Distribution
Date pursuant to Section 4.04.
"Overcollateralization Reduction Amount": With respect to any
Distribution Date, an amount equal to the lesser of (a) the
Excess
Overcollateralized Amount and (b) the Principal Remittance
Amount.
"Overcollateralization Target Amount": With respect to any
Distribution
Date (a) prior to the Stepdown Date, an amount equal to [___]% of
the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date; (b) on or
after the Stepdown Date provided a Trigger Event is not in effect,
the greater
of (i) [___]% of the aggregate outstanding Stated Principal Balance
of the
Mortgage Loans as of the last day of the related Due Period (after
giving effect
to Principal Prepayments received in the related Prepayment Period)
and (ii)
$[_________]; and (c) on or after the Stepdown Date and if a
Trigger Event is in
effect, the Overcollateralization Target Amount for the immediately
preceding
Distribution Date. Notwithstanding the foregoing, on and after any
Distribution
Date following the reduction of the aggregate Certificate Principal
Balance of
the Offered Certificates to zero, the Overcollateralization Target
Amount shall
be zero. "Overcollateralized Amount": With respect to any
Distribution Date, the
excess, if any, of (a) the aggregate Stated Principal Balance of
the Mortgage
Loans and REO Properties as of the last day of the related Due
Period over (b)
the aggregate Certificate Principal Balance of the Class A
Certificates, the
Mezzanine Certificates and the Class P Certificates after giving
effect to
distributions to be made on such Distribution Date.
"Ownership Interest": As to any Certificate, any ownership or
security
interest in such Certificate, including any interest in such
Certificate as the
Holder thereof and any other interest therein, whether direct or
indirect, legal
or beneficial, as owner or as pledgee.
"Pass-Through Rate": With respect to each Class of Offered
Certificates
and any Distribution Date, a rate per annum equal to the lesser of
(i) the
related Formula Rate for such Distribution Date and (ii) the
related Net WAC
Pass-Through Rate for such Distribution Date.
With respect to the Class CE-1 Interest and any Distribution Date,
a
per annum rate equal to the percentage equivalent of a fraction,
the numerator
of which is (x) the sum of (i) [___]% of the interest on REMIC I
Regular
Interest II-LTP and (ii) interest on the Uncertificated Balance of
each REMIC I
Regular Interest listed in clause (y) at a rate equal to the
related REMIC 1
Remittance Rate minus the Marker Rate and the denominator of which
is (y) the
aggregate Uncertificated Balance of REMIC I Regular Interests
II-LTAA, II-LTA1,
II-TLA2a, II-LTA2b, II-LTA2c, II-LT2d, II-LTM1, II-LTM2, II-LTM3,
II-LTM4,
II-LTM5, II-LTM6, II-LTM7, II-LTM8, II-LTM9, II-LTM10 and
II-LTZZ.
With respect to the Class CE-1 Certificates, [___]% of the
interest
distributable to the Class CE-1 Interest, expressed as a per annum
rate. The
Class CE-2 Interest and the Class CE-2 Certificates will not be
entitled to
distributions of interest and will not have a Pass-Through
Rate.
With respect to the Class SWAP-IO Interest, the Class SWAP-IO
Interest
shall not have a Pass-Through Rate, but interest for such Regular
Interest and
each Distribution Date shall be an amount equal to [___]% of the
amounts
distributable to REMIC II Regular Interest II-LTIO for such
Distribution Date.
"Percentage Interest": With respect to any Class of Certificates
(other
than the Residual Certificates), the undivided percentage ownership
in such
Class evidenced by such Certificate, expressed as a percentage, the
numerator of
which is the initial Certificate Principal Balance or Notional
Amount
represented by such Certificate and the denominator of which is the
aggregate
initial Certificate Principal Balance or Notional Amount of all of
the
Certificates of such Class. The Offered Certificates are issuable
only in
minimum Percentage Interests corresponding to minimum initial
Certificate
Principal Balances of $100,000 and integral multiples of $1.00 in
excess
thereof. The Class P Certificates are issuable only in Percentage
Interests
corresponding to initial Certificate Principal Balances of $20 and
integral
multiples thereof. The Class CE-1 and Class CE-2 Certificates are
issuable only
in minimum Percentage Interests of [___]% for the Class CE-1
Certificates and
for the Class CE-2 Certificates corresponding to minimum initial
Certificate
Principal Balances of $25,000 and integral multiples of $1.00 in
excess thereof;
provided, however, that a single Certificate of each such Class of
Certificates
may be issued having a Percentage Interest corresponding to the
remainder of the
aggregate initial Certificate Principal Balance or Notional Amount
of such Class
or to an otherwise authorized denomination for such Class plus such
remainder.
With respect to any Residual Certificate, the undivided percentage
ownership in
such Class evidenced by such Certificate, as set forth on the face
of such
Certificate. The Residual Certificates are issuable in Percentage
Interests of
[___]% and multiples thereof.
"Periodic Rate Cap": With respect to each Adjustable-Rate Mortgage
Loan
and any Adjustment Date therefor, the fixed percentage set forth in
the related
Mortgage Note, which is the maximum amount by which the Mortgage
Rate for such
Mortgage Loan may increase or decrease (without regard to the
Maximum Mortgage
Rate or the Minimum Mortgage Rate) on such Adjustment Date (other
than the first
Adjustment Date) from the Mortgage Rate in effect immediately prior
to such
Adjustment Date.
"Permitted Investments": Any one or more of the following
obligations
or securities acquired at a purchase price of not greater than par,
regardless
of whether issued by the Depositor, the Servicer, the Trustee or
any of their
respective Affiliates:
(i) direct obligations of, or obligations fully guaranteed as
to timely payment of principal and interest by, the United States
or
any agency or instrumentality thereof, provided such obligations
are
backed by the full faith and credit of the United States;
(ii) demand and time deposits in, certificates of deposit of,
or bankers' acceptances issued by, any Depository Institution;
(iii) repurchase obligations with respect to any security
described in clause (i) above entered into with a Depository
Institution (acting as principal);
(iv) securities bearing interest or sold at a discount that
are issued by any corporation incorporated under the laws of the
United
States of America or any state thereof and that are rated by
each
Rating Agency that rates such securities in its highest
long-term
unsecured rating categories at the time of such investment or
contractual commitment providing for such investment;
(v) commercial paper (including both non-interest-bearing
discount obligations and interest-bearing obligations payable on
demand
or on a specified date not more than [__] days after the date
of
acquisition thereof) that is rated by each Rating Agency that
rates
such securities in its highest short-term unsecured debt rating
available at the time of such investment;
(vi) units of money market funds that have been rated "AAAm"
or "AAAm-G" by S and P; and
(vii) if previously confirmed in writing to the Trustee, any
other demand, money market or time deposit, or any other
obligation,
security or investment, as may be acceptable to the Rating Agencies
as
a permitted investment of funds backing securities having
ratings
equivalent to its highest initial rating of the Class A
Certificates;
provided, however, that no instrument described hereunder shall
evidence either
the right to receive (a) only interest with respect to the
obligations
underlying such instrument or (b) both principal and interest
payments derived
from obligations underlying such instrument and the interest and
principal
payments with respect to such instrument provide a yield to
maturity at par
greater than [___]% of the yield to maturity at par of the
underlying
obligations.
"Permitted Transferee": Any Transferee of a Residual Certificate
other
than a Disqualified Organization or Non-United States Person.
"Person": Any individual, corporation, partnership, joint
venture,
association, joint-stock company, trust, unincorporated
organization or
government or any agency or political subdivision thereof.
"P&I Advance": As to any Mortgage Loan or REO Property, any
advance
made by the Servicer in respect of any Distribution Date pursuant
to Section
4.03.
"Plan": Any employee benefit plan or certain other retirement plans
and
arrangements, including individual retirement accounts and
annuities, Keogh
plans and bank collective investment funds and insurance company
general or
separate accounts in which such plans, accounts or arrangements are
invested,
that are subject to ERISA or Section 4975 of the Code.
"Prepayment Assumption": As set forth in the Prospectus
Supplement.
"Prepayment Charge": With respect to any Prepayment Period, any
prepayment premium, penalty or charge payable by a Mortgagor in
connection with
any Principal Prepayment on a Mortgage Loan pursuant to the terms
of the related
Mortgage Note (other than any Servicer Prepayment Charge Payment
Amount).
"Prepayment Charge Schedule": As of any date, the list of
Prepayment
Charges on the Mortgage Loans included in REMIC I on such date,
attached hereto
as Schedule 2 (including the Prepayment Charge Summary attached
thereto). The
Prepayment Charge Schedule shall set forth the following
information with
respect to each related Mortgage Loan:
(i) the
Mortgage Loan identifying number;
(ii) a code
indicating the type of Prepayment Charge;
(iii) the state of
origination of the related Mortgage Loan;
(iv) the date
on which the first monthly payment was due on the
related Mortgage Loan;
(v) the
term of the related Mortgage Loan; and
(vi) the Stated
Principal Balance of the related Mortgage Loan as
of the Cut-off Date. The Prepayment Charge Schedule shall be
amended from time to time by the Depositor in accordance with
the provisions of this Agreement.
"Prepayment Interest Excess": With respect to any Distribution
Date,
for each Mortgage Loan that was during the related Prepayment
Period the subject
of a Principal Prepayment in full during the portion of the related
Prepayment
Period occurring between the first day and the 15th day of the
calendar month in
which such Distribution Date occurs, an amount equal to interest
(to the extent
received) at the applicable Net Mortgage Rate on the amount of such
Principal
Prepayment for the number of days commencing on the first day of
the calendar
month in which such Distribution Date occurs and ending on the date
on which
such Principal Prepayment is received.
"Prepayment Interest Shortfall": With respect to any Distribution
Date,
for each Mortgage Loan that was during the related Prepayment
Period the subject
of (x) a Principal Prepayment in full during the portion of the
related
Prepayment Period occurring between the first day of the related
Prepayment
Period and the last day of the calendar month preceding the month
in which such
Distribution Date occurs or (y) a Principal Prepayment in part,
that was applied
by the Servicer to reduce the outstanding principal balance of such
loan on a
date preceding the Due Date in the succeeding Prepayment Period, an
amount equal
to one month's interest at the applicable Net Mortgage Rate less
any payments
made by the Mortgagor on the amount of such Principal Prepayment
for the number
of days commencing on the date on which the Principal Prepayment is
received and
ending on the last day of the calendar month preceding such
Distribution Date.
The obligations of the Servicer in respect of any Prepayment
Interest Shortfall
are set forth in Section 3.24.
"Prepayment Period": With respect to any Distribution Date and (i)
any
Principal Prepayment in full, the period commencing on the 16th day
of the
calendar month preceding the month in which the related
Distribution Date occurs
(or, in the case of the first Distribution Date, commencing on the
Cut-off Date)
and ending on the 15th day of the calendar month in which such
Distribution Date
occurs and (ii) any partial Principal Prepayment, the calendar
month preceding
the month in which the Distribution Date occurs.
"Principal Prepayment": Any payment of principal made by the
Mortgagor
on a Mortgage Loan that is received in advance of its scheduled Due
Date and
that is not accompanied by an amount of interest representing the
full amount of
scheduled interest due on any Due Date in any month or months
subsequent to the
month of prepayment.
"Principal Remittance Amount": With respect to any Distribution
Date,
the sum of (i) the Group I Principal Remittance Amount and (ii) the
Group II
Principal Remittance Amount.
"Prospectus Supplement": That certain Prospectus Supplement
dated
[_________________] relating to the public offering of the Offered
Certificates.
"Purchase Price": With respect to any Mortgage Loan or REO Property
to
be purchased pursuant to or as contemplated by Section 2.03,
Section 3.16(c),
Section 3.16(e) or Section 9.01, and as confirmed by an Officers'
Certificate
from the Servicer to the Trustee, an amount equal to the sum of (i)
[___]% of
the Stated Principal Balance thereof as of the date of purchase (or
such other
price as provided in Section 9.01), (ii) in the case of (x) a
Mortgage Loan,
accrued interest on such Stated Principal Balance at the applicable
Mortgage
Rate in effect from time to time from the Due Date as to which
interest was last
covered by a payment by the Mortgagor or an advance by the
Servicer, which
payment or advance had as of the date of purchase been distributed
pursuant to
Section 4.01, through the end of the calendar month in which the
purchase is to
be effected and (y) an REO Property, the sum of (1) accrued
interest on such
Stated Principal Balance at the applicable Mortgage Rate in effect
from time to
time from the Due Date as to which interest was last covered by a
payment by the
Mortgagor or an advance by the Servicer through the end of the
calendar month
immediately preceding the calendar month in which such REO Property
was
acquired, plus (2) REO Imputed Interest for such REO Property for
each calendar
month commencing with the calendar month in which such REO Property
was acquired
and ending with the calendar month in which such purchase is to be
effected, net
of the total of all net rental income, Insurance Proceeds,
Liquidation Proceeds
and P&I Advances that as of the date of purchase had been
distributed as or to
cover REO Imputed Interest pursuant to Section 4.01, (iii) any
unreimbursed
Servicing Advances and P&I Advances (including Nonrecoverable
P&I Advances and
Nonrecoverable Servicing Advances) and any unpaid Servicing Fees
allocable to
such Mortgage Loan or REO Property, (iv) any amounts previously
withdrawn from
the Collection Account in respect of such Mortgage Loan or REO
Property pursuant
to Section 3.11(a)(ix) and Section 3.16(b), and (v) in the case of
a Mortgage
Loan required to be purchased pursuant to Section 2.03, expenses
reasonably
incurred or to be incurred by the Servicer or the Trustee in
respect of the
breach or defect giving rise to the purchase obligation including
any costs and
damages incurred by the Trust in connection with any violation by
such loan of
any predatory or abusive lending law.
"Qualified Substitute Mortgage Loan": A mortgage loan substituted
for a
Deleted Mortgage Loan pursuant to the terms of this Agreement which
must, on the
date of such substitution, (i) have an outstanding Stated Principal
Balance (or
in the case of a substitution of more than one mortgage loan for a
Deleted
Mortgage Loan, an aggregate Stated Principal Balance), after
application of all
scheduled payments of principal and interest due during or prior to
the month of
substitution, not in excess of, and not more than [___]% less than,
the
outstanding Stated Principal Balance of the Deleted Mortgage Loan
as of the Due
Date in the calendar month during which the substitution occurs,
(ii) have a
Mortgage Rate not less than (and not more than one percentage point
in excess
of) the Mortgage Rate of the Deleted Mortgage Loan, (iii) if the
Qualified
Substitute Mortgage Loan is an Adjustable-Rate Mortgage Loan, have
a Maximum
Mortgage Rate not less than the Maximum Mortgage Rate on the
Deleted Mortgage
Loan, (iv) if the Qualified Substitute Mortgage Loan is an
Adjustable-Rate
Mortgage Loan, have a Minimum Mortgage Rate not less than the
Minimum Mortgage
Rate of the Deleted Mortgage Loan, (v) if the Qualified Substitute
Mortgage Loan
is an Adjustable-Rate Mortgage Loan, have a Gross Margin equal to
or greater
than the Gross Margin of the Deleted Mortgage Loan, (vi) if the
Qualified
Substitute Mortgage Loan is an Adjustable-Rate Mortgage Loan, have
a next
Adjustment Date not more than two months later than the next
Adjustment Date on
the Deleted Mortgage Loan, (vii) reserved, (viii) have a remaining
term to
maturity not greater than (and not more than one year less than)
that of the
Deleted Mortgage Loan, (ix) be current as of the date of
substitution, (x) have
a Loan-to-Value Ratio as of the date of substitution equal to or
lower than the
Loan-to-Value Ratio of the Deleted Mortgage Loan as of such date,
(xi) have a
risk grading determined by the related Originator at least equal to
the risk
grading assigned on the Deleted Mortgage Loan, (xii) have been
underwritten or
reunderwritten by the related Originator in accordance with the
same
underwriting criteria and guidelines as the Deleted Mortgage Loan
and (xiii)
conform to each representation and warranty set forth in Section 6
of the
Mortgage Loan Purchase Agreement applicable to the Deleted Mortgage
Loan. In the
event that one or more Mortgage Loans are substituted for one or
more Deleted
Mortgage Loans, the amounts described in clause (i) hereof shall be
determined
on the basis of aggregate Stated Principal Balance, the Mortgage
Rates described
in clauses (ii) through (vi) hereof shall be satisfied for each
such Mortgage
Loan, the risk gradings described in clause (xi) hereof shall be
satisfied as to
each such Mortgage Loan, the terms described in clause (viii)
hereof shall be
determined on the basis of weighted average remaining term to
maturity (provided
that no such Mortgage Loan may have a remaining term to maturity
longer than the
Deleted Mortgage Loan), the Loan-to-Value Ratios described in
clause (x) hereof
shall be satisfied as to each such Mortgage Loan and, except to the
extent
otherwise provided in this sentence, the representations and
warranties
described in clause (xiii) hereof must be satisfied as to each
Qualified
Substitute Mortgage Loan or in the aggregate, as the case may
be.
"Rate/Term
Refinancing": A Refinanced Mortgage Loan, the proceeds of
which are not more than a nominal amount in excess of the existing
first
mortgage loan and any subordinate mortgage loan on the related
Mortgaged
Property and related closing costs, and were used exclusively
(except for such
nominal amount) to satisfy the then existing first mortgage loan
and any
subordinate mortgage loan of the Mortgagor on the related Mortgaged
Property and
to pay related closing costs.
"Rating Agency or Rating Agencies": S and P and Moody's or
their
successors. If such agencies or their successors are no longer in
existence,
"Rating Agencies" shall be such nationally recognized statistical
rating
agencies, or other comparable Persons, designated by the Depositor,
notice of
which designation shall be given to the Trustee and the
Servicer.
"Realized Loss": With respect to each Mortgage Loan as to which a
Final
Recovery Determination has been made, an amount (not less than
zero) equal to
(i) the unpaid principal balance of such Mortgage Loan as of the
commencement of
the calendar month in which the Final Recovery Determination was
made, plus (ii)
accrued interest from the Due Date as to which interest was last
paid by the
Mortgagor through the end of the calendar month in which such Final
Recovery
Determination was made, calculated in the case of each calendar
month during
such period (A) at an annual rate equal to the annual rate at which
interest was
then accruing on such Mortgage Loan and (B) on a principal amount
equal to the
Stated Principal Balance of such Mortgage Loan as of the close of
business on
the Distribution Date during such calendar month, plus (iii) any
amounts
previously withdrawn from the Collection Account in respect of such
Mortgage
Loan pursuant to Section 3.11(a)(ix) and Section 3.16(b), minus
(iv) the
proceeds, if any, received in respect of such Mortgage Loan during
the calendar
month in which such Final Recovery Determination was made, net of
amounts that
are payable therefrom to the Servicer with respect to such Mortgage
Loan
pursuant to Section 3.11(a)(iii).
With respect to any REO Property as to which a Final Recovery
Determination has been made, an amount (not less than zero) equal
to (i) the
unpaid principal balance of the related Mortgage Loan as of the
date of
acquisition of such REO Property on behalf of REMIC I, plus (ii)
accrued
interest from the Due Date as to which interest was last paid by
the Mortgagor
in respect of the related Mortgage Loan through the end of the
calendar month
immediately preceding the calendar month in which such REO Property
was
acquired, calculated in the case of each calendar month during such
period (A)
at an annual rate equal to the annual rate at which interest was
then accruing
on the related Mortgage Loan and (B) on a principal amount equal to
the Stated
Principal Balance of the related Mortgage Loan as of the close of
business on
the Distribution Date during such calendar month, plus (iii) REO
Imputed
Interest for such REO Property for each calendar month commencing
with the
calendar month in which such REO Property was acquired and ending
with the
calendar month in which such Final Recovery Determination was made,
plus (iv)
any amounts previously withdrawn from the Collection Account in
respect of the
related Mortgage Loan pursuant to Section 3.11(a)(ix) and Section
3.16(b), minus
(v) the aggregate of all P&I Advances and Servicing Advances
(in the case of
Servicing Advances, without duplication of amounts netted out of
the rental
income, Insurance Proceeds and Liquidation Proceeds described in
clause (vi)
below) made by the Servicer in respect of such REO Property or the
related
Mortgage Loan for which the Servicer has been or, in connection
with such Final
Recovery Determination, will be reimbursed pursuant to Section 3.23
out of
rental income, Insurance Proceeds and Liquidation Proceeds received
in respect
of such REO Property, minus (vi) the total of all net rental
income, Insurance
Proceeds and Liquidation Proceeds received in respect of such REO
Property that
has been, or in connection with such Final Recovery Determination,
will be
transferred to the Distribution Account pursuant to Section
3.23.
With respect to each Mortgage Loan which has become the subject of
a
Deficient Valuation, the difference between the principal balance
of the
Mortgage Loan outstanding immediately prior to such Deficient
Valuation and the
principal balance of the Mortgage Loan as reduced by the Deficient
Valuation.
With respect to each Mortgage Loan which has become the subject of
a
Debt Service Reduction, the portion, if any, of the reduction in
each affected
Monthly Payment attributable to a reduction in the Mortgage Rate
imposed by a
court of competent jurisdiction. Each such Realized Loss shall be
deemed to have
been incurred on the Due Date for each affected Monthly
Payment.
If the Servicer receives Subsequent Recoveries with respect to
any
Mortgage Loan, the amount of the Realized Loss with respect to that
Mortgage
Loan will be reduced to the extent such recoveries are applied to
principal
distributions on any Distribution Date.
"Record Date": With respect to each Distribution Date and any
Offered
Certificate, the Business Day immediately preceding such
Distribution Date. With
respect to each Distribution Date and any other Certificates,
including any
Definitive Certificates, the last Business Day of the month
immediately
preceding the month in which such Distribution Date occurs.
"Reference Banks": [_________________, _______________ and
_______________] and their successors in interest; provided,
however, that if
any of the foregoing banks are not suitable to serve as a Reference
Bank, then
any leading banks selected by the Trustee, after consultation with
the
Depositor, which are engaged in transactions in Eurodollar deposits
in the
international Eurocurrency market (i) with an established place of
business in
London and (ii) not controlling, under the control of or under
common control
with the Depositor or any Affiliate thereof.
"Refinanced Mortgage Loan": A Mortgage Loan the proceeds of which
were
not used to purchase the related Mortgaged Property.
"Regular Certificate": Any Class A Certificate, Mezzanine
Certificate,
Class CE Certificate or Class P Certificate.
"Regular Interest": A "regular interest" in a REMIC within the
meaning
of Section 860G(a)(1) of the Code.
"Relief Act": The Servicemembers Civil Relief Act.
"Relief Act Interest Shortfall": With respect to any Distribution
Date
and any Mortgage Loan, any reduction in the amount of interest
collectible on
such Mortgage Loan for the most recently ended calendar month as a
result of the
application of the Relief Act or similar state laws.
"REMIC": A "real estate mortgage investment conduit" within the
meaning
of Section 860D of the Code.
"REMIC I": The segregated pool of assets subject hereto,
constituting
the primary trust created hereby and to be administered hereunder,
with respect
to which a REMIC election is to be made, consisting of: (i) such
Mortgage Loans
and Prepayment Charges as from time to time are subject to this
Agreement,
together with the Mortgage Files relating thereto, and together
with all
collections thereon and proceeds thereof; (ii) any REO Property,
together with
all collections thereon and proceeds thereof; (iii) the Trustee's
rights with
respect to the Mortgage Loans under all insurance policies required
to be
maintained pursuant to this Agreement and any proceeds thereof;
(iv) the
Depositor's rights under the Mortgage Loan Purchase Agreement
(including any
security interest created thereby); and (v) the Collection Account
(other than
any amounts representing any Servicer Prepayment Charge Payment
Amount), the
Distribution Account (other than any amounts representing any
Servicer
Prepayment Charge Payment Amount) and any REO Account, and such
assets that are
deposited therein from time to time and any investments thereof,
together with
any and all income, proceeds and payments with respect thereto.
Notwithstanding
the foregoing, however, REMIC I specifically excludes the Net WAC
Rate Carryover
Reserve Account, the Interest Rate Swap Agreement, the Swap
Account, all
payments and other collections of principal and interest due on the
Mortgage
Loans on or before the Cut-off Date and all Prepayment Charges
payable in
connection with Principal Prepayments made before the Cut-off
Date.
"REMIC I Group I Regular Interests": REMIC I Regular Interest I
and
REMIC I Regular Interest I-1-A through REMIC I Regular Interest
I-48-B as
designated in the Preliminary Statement hereto.
"REMIC I Group II Regular Interests": REMIC I Regular Interest
II-1-A
through REMIC I Regular Interest II-48-B as designated in the
Preliminary
Statement hereto.
"REMIC I Regular Interest": Any of the 195 separate
non-certificated
beneficial ownership interests in REMIC I issued hereunder and
designated as a
"regular interest" in REMIC I. Each REMIC I Regular Interest shall
accrue
interest at the related REMIC I Remittance Rate in effect from time
to time, and
shall be entitled to distributions of principal, subject to the
terms and
conditions hereof, in an aggregate amount equal to its initial
Uncertificated
Balance as set forth in the Preliminary Statement hereto.
"REMIC I Remittance Rate": With respect to REMIC I Regular Interest
I
and REMIC I Regular Interest P, a per annum rate equal to the
weighted average
of the Expense Adjusted Net Mortgage Rates of the Group I Mortgage
Loans. With
respect to each REMIC I Group I Regular Interest ending with the
designation
"A", a per annum rate equal to the weighted average of the Expense
Adjusted Net
Mortgage Rates of the Group I Mortgage Loans multiplied by 2,
subject to a
maximum rate of [_____]%. With respect to each REMIC I Group I
Regular Interest
ending with the designation "B", the greater of (x) a per annum
rate equal to
the excess, if any, of (i) 2 multiplied by the weighted average of
the Expense
Adjusted Net Mortgage Rates of the Group I Mortgage Loans over (ii)
[_____]% and
(y) [_____]%. With respect to REMIC I Regular Interest II, a per
annum rate
equal to the weighted average of the Expense Adjusted Net Mortgage
Rates of the
Group II Mortgage Loans With respect to each REMIC I Group II
Regular Interest
ending with the designation "A", a per annum rate equal to the
weighted average
of the Expense Adjusted Net Mortgage Rates of the Group II Mortgage
Loans
multiplied by 2, subject to a maximum rate of [_____]%. With
respect to each
REMIC I Group II Regular Interest ending with the designation "B",
the greater
of (x) a per annum rate equal to the excess, if any, of (i) 2
multiplied by the
weighted average of the Expense Adjusted Net Mortgage Rates of the
Group II
Mortgage Loans over (ii) [_____]% and (y) [_____]%.
"REMIC II": The segregated pool of assets consisting of all of
the
REMIC I Regular Interests conveyed in trust to the Trustee for the
benefit of
the Class R-II Interest pursuant to Section 2.08, and all amounts
deposited
therein, with respect to which a separate REMIC election is to be
made.
"REMIC II Interest Loss Allocation Amount": With respect to any
Distribution Date, an amount (subject to adjustment based on the
actual number
of days elapsed in the respective Interest Accrual Period for the
indicated
Regular Interests for such Distribution Date) equal to (a) the
product of (i)
[_____]% of the aggregate Stated Principal Balance of the Mortgage
Loans and REO
Properties then outstanding and (ii) the REMIC II Remittance Rate
for REMIC II
Regular Interest II-LTAA minus the Marker Rate, divided by (b)
12.
"REMIC II Marker Allocation Percentage": [___]% of any amount
payable
or loss attributable from the Mortgage Loans, which shall be
allocated to REMIC
II Regular Interest II-LTAA, REMIC II Regular Interest II-LTA1,
REMIC II Regular
Interest II-LTA2a, REMIC II Regular Interest II-LTA2b, REMIC II
Regular Interest
II-LTA2c, REMIC II Regular Interest II-LTA2d, REMIC II Regular
Interest II-LTM1,
REMIC II Regular Interest II-LTM2, REMIC II Regular Interest
II-LTM3, REMIC II
Regular Interest II-LTM4, REMIC II Regular Interest II-LTM5, REMIC
II Regular
Interest II-LTM6, REMIC II Regular Interest II-LTM7, REMIC II
Regular Interest
II-LTM8, REMIC II Regular Interest II-LTM9, REMIC II Regular
Interest II-LTM10,
REMIC II Regular Interest II-LTZZ and REMIC II Regular Interest
II-LTP.
"REMIC II Overcollateralization Target Amount": [___]% of the
Overcollateralization Target Amount.
"REMIC II Overcollateralization Amount": With respect to any date
of
determination, (i) [_____]% of the aggregate Uncertificated Balance
of the REMIC
II Regular Interests minus (ii) the aggregate Uncertificated
Balance of REMIC II
Regular Interest II-LTAA, REMIC II Regular Interest II-LTA1, REMIC
II Regular
Interest II-LTA2a, REMIC II Regular Interest II-LTA2b, REMIC II
Regular Interest
II-LTA2c, REMIC II Regular Interest II-LTA2d, REMIC II Regular
Interest II-LTM1,
REMIC II Regular Interest II-LTM2, REMIC II Regular Interest
II-LTM3, REMIC II
Regular Interest II-LTM4, REMIC II Regular Interest II-LTM5, REMIC
II Regular
Interest II-LTM6, REMIC II Regular Interest II-LTM7, REMIC II
Regular Interest
II-LTM8, REMIC II Regular Interest II-LTM9, REMIC II Regular
Interest II-LTM10
and REMIC II Regular Interest II-LTP, in each case as of such date
of
determination.
"REMIC II Principal Loss Allocation Amount": With respect to
any
Distribution Date, an amount equal to the product of (i) [_____]%
of the
aggregate Stated Principal Balance of the Mortgage Loans and REO
Properties then
outstanding and (ii) 1 minus a fraction, the numerator of which is
two times the
aggregate Uncertificated Balance of REMIC II Regular Interest
II-LTA1, REMIC II
Regular Interest II-LTA2a, REMIC II Regular Interest II-LTA2b,
REMIC II Regular
Interest II-LTA2c, REMIC II Regular Interest II-LTA2d, REMIC II
Regular Interest
II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II Regular
Interest II-LTM3,
REMIC II Regular Interest II-LTM4, REMIC II Regular Interest
II-LTM5, REMIC II
Regular Interest II-LTM6, REMIC II Regular Interest II-LTM7, REMIC
II Regular
Interest II-LTM8, REMIC II Regular Interest II-LTM9, REMIC II
Regular Interest
II-LTM10 and the denominator of which is the aggregate
Uncertificated Balance of
REMIC II Regular Interest II-LTA1, REMIC II Regular Interest
II-LTA2a, REMIC II
Regular Interest II-LTA2b, REMIC II Regular Interest II-LTA2c,
REMIC II Regular
Interest II-LTA2d, REMIC II Regular Interest II-LTM1, REMIC II
Regular Interest
II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II Regular
Interest II-LTM4,
REMIC II Regular Interest II-LTM5, REMIC II Regular Interest
II-LTM6, REMIC II
Regular Interest II-LTM7, REMIC II Regular Interest II-LTM8, REMIC
II Regular
Interest II-LTM9, REMIC II Regular Interest II-LTM10 and REMIC II
Regular
Interest II-LTZZ.
"REMIC II Regular Interest": Any of the separate
non-certificated
beneficial ownership interests in REMIC II issued hereunder and
designated as a
"regular interest" in REMIC II. Each REMIC II Regular Interest
shall accrue
interest at the related REMIC II Remittance Rate in effect from
time to time,
and shall be entitled to distributions of principal, subject to the
terms and
conditions hereof, in an aggregate amount equal to its initial
Uncertificated
Balance as set forth in the Preliminary Statement hereto. The REMIC
II Regular
Interests are as follows: REMIC II Regular Interest II-LTAA, REMIC
II Regular
Interest II-LTA1, REMIC II Regular Interest II-LTA2a, REMIC II
Regular Interest
II-LTA2b, REMIC II Regular Interest II-LTA2c, REMIC II Regular
Interest
II-LTA2d, REMIC II Regular Interest II-LTM1, REMIC II Regular
Interest II-LTM2,
REMIC II Regular Interest II-LTM3, REMIC II Regular Interest
II-LTM4, REMIC II
Regular Interest II-LTM5, REMIC II Regular Interest II-LTM6, REMIC
II Regular
Interest II-LTM7, REMIC II Regular Interest II-LTM8, REMIC II
Regular Interest
II-LTM9, REMIC II Regular Interest II-LTM10, REMIC II Regular
Interest II-LTZZ
and REMIC II Regular Interest II-LTP.
"REMIC II Remittance Rate": With respect to REMIC II Regular
Interest
II-LTA1, REMIC II Regular Interest II-LTA2a, REMIC II Regular
Interest II-LTA2b,
REMIC II Regular Interest II-LTA2c, REMIC II Regular Interest
II-LTA2d, REMIC II
Regular Interest II-LTM1, REMIC II Regular Interest II-LTM2, REMIC
II Regular
Interest II-LTM3, REMIC II Regular Interest II-LTM4, REMIC II
Regular Interest
II-LTM5, REMIC II Regular Interest II-LTM6, REMIC II Regular
Interest II-LTM7
and REMIC II Regular Interest II-LTM8, REMIC II Regular Interest
II-LTM9, REMIC
II Regular Interest II-LTM10, REMIC II Regular Interest II-LTZZ,
REMIC II
Regular Interest II-LTP, REMIC II Regular Interest II-LT1SUB, REMIC
II Regular
Interest II-LT2SUB, and REMIC II Regular Interest II-LTXX, a per
annum rate (but
not less than zero) equal to the weighted average of: (w) with
respect to REMIC
I Regular Interest I, REMIC I Regular Interest II and REMIC I
Regular Interest
P, the REMIC I Remittance Rate for each such REMIC 1 Regular
Interest for each
such Distribution Date, (x) with respect to each REMIC I Regular
Interest ending
with the designation "B", the weighted average of the REMIC I
Remittance Rates
for such REMIC I Regular Interests, weighted on the basis of the
Uncertificated
Balances of such REMIC I Regular Interests for each such
Distribution Date and
(y) with respect to REMIC I Regular Interests ending with the
designation "A",
for each Distribution Date listed below, the weighted average of
the rates
listed below for each such REMIC I Regular Interest listed below,
weighted on
the basis of the Uncertificated Balances of each such REMIC I
Regular Interest
for each such Distribution Date:
<TABLE>
<CAPTION>
DISTRIBUTION
DATE
REMIC I REGULAR INTEREST
RATE
---------------
-------------------------------------
-----------------------------------------------------------
<S>
<C>
<C>
1
I-1-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
2
I-2-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-2-A through II-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate REMIC
I Remittance Rate
I-1-A
REMIC I Remittance Rate
II-1-A
REMIC I Remittance Rate
3
I-3-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-3-A through II-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A and I-2-A
REMIC I Remittance Rate
II-1-A and II-2-A
REMIC I Remittance Rate
4
I-4-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-4-A through II-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I
Remittance Rate
I-1-A through I-3-A
REMIC I Remittance Rate
II-1-A through II-3-A
REMIC I Remittance Rate
5
I-5-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-5-A through II-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-4-A
REMIC I Remittance Rate
II-1-A through II-4-A
REMIC I Remittance Rate
6
I-6-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-6-A through II-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-5-A
REMIC I Remittance Rate
II-1-A through II-5-A
REMIC I Remittance Rate
7
I-7-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-7-A through II-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-6-A
REMIC I Remittance Rate
II-1-A through II-6-A
REMIC I Remittance Rate
8
I-8-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-8-A through II-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-7-A
REMIC I Remittance Rate
II-1-A
through II-7-A
REMIC I Remittance Rate
9
I-9-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-9-A through II-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-8-A
REMIC I Remittance Rate
II-1-A through II-8-A
REMIC I Remittance Rate
10
I-10-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-10-A through II-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-9-A
REMIC I Remittance Rate
II-1-A through II-9-A
REMIC I Remittance Rate
11
I-11-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-11-A through II-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-10-A
REMIC I Remittance Rate
II-1-A through II-10-A
REMIC I Remittance Rate
12
I-12-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-12-A through II-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-11-A
REMIC I Remittance Rate
II-1-A through II-11-A
REMIC I Remittance Rate
13
I-13-A through I-48-A
2 multiplied by
Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-13-A through II-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-12-A
REMIC I Remittance Rate
II-1-A through II-12-A
REMIC I Remittance Rate
14
I-14-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-14-A through II-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-13-A
REMIC I Remittance Rate
II-1-A through II-13-A
REMIC I Remittance Rate
15
I-15-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-15-A through II-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-14-A
REMIC I Remittance Rate
II-1-A through II-14-A
REMIC I Remittance Rate
16
I-16-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-16-A through
II-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-15-A
REMIC I Remittance Rate
II-1-A through II-15-A
REMIC I Remittance Rate
17
I-17-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-17-A through II-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-16-A
REMIC I Remittance Rate
II-1-A through II-16-A
REMIC I Remittance Rate
18
I-18-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-18-A through II-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-17-A
REMIC I Remittance Rate
II-1-A through II-17-A
REMIC I Remittance Rate
19
I-19-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-19-A through II-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-18-A
REMIC I Remittance Rate
II-1-A through II-18-A
REMIC I Remittance Rate
20
I-20-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-20-A through II-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-19-A
REMIC I Remittance Rate
II-1-A through II-19-A
REMIC I Remittance Rate
21
I-21-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-21-A through II-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-20-A
REMIC I Remittance Rate
II-1-A through II-20-A
REMIC I Remittance Rate
22
I-22-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-22-A through II-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-21-A
REMIC I Remittance Rate
II-1-A through II-21-A
REMIC I Remittance Rate
23
I-23-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-23-A through II-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-22-A
REMIC I Remittance Rate
II-1-A through II-22-A
REMIC I Remittance Rate
24
I-24-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-24-A through II-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-23-A
REMIC I Remittance Rate
II-1-A through II-23-A
REMIC I Remittance Rate
25
I-25-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-25-A through II-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-24-A
REMIC I Remittance Rate
II-1-A through II-24-A
REMIC I Remittance Rate
26
I-26-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-26-A through II-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-25-A
REMIC I Remittance Rate
II-1-A through II-25-A
REMIC I Remittance Rate
27
I-27-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-27-A through II-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-26-A
REMIC I Remittance Rate
II-1-A through II-26-A
REMIC I Remittance Rate
28
I-28-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-28-A through II-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-27-A
REMIC I Remittance Rate
II-1-A through II-27-A
REMIC I Remittance Rate
29
I-29-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-29-A through II-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-28-A
REMIC I Remittance Rate
II-1-A through II-28-A
REMIC I Remittance Rate
30
I-30-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-30-A through II-48-A
2
multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-29-A
REMIC I Remittance Rate
II-1-A through II-29-A
REMIC I Remittance Rate
31 and 32
I-31-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-31-A through II-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-30-A
REMIC I Remittance Rate
II-1-A through II-30-A
REMIC I Remittance Rate
33
I-32-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-32-A through II-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-31-A
REMIC I Remittance Rate
II-1-A through II-31-A
REMIC I Remittance Rate
34
I-33-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-33-A through II-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A
through I-32-A
REMIC I Remittance Rate
II-1-A through II-32-A
REMIC I Remittance Rate
35
I-34-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-34-A through II-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-33-A
REMIC I Remittance Rate
II-1-A through II-33-A
REMIC I Remittance Rate
36
I-35-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-35-A through II-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-34-A
REMIC I Remittance Rate
II-1-A through II-34-A
REMIC I Remittance Rate
37
I-36-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-36-A through II-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-35-A
REMIC I Remittance Rate
II-1-A through II-35-A
REMIC I Remittance Rate
38
I-37-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-37-A through II-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-36-A
REMIC I Remittance Rate
II-1-A through II-36-A
REMIC I Remittance Rate
39
I-38-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-38-A through II-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-37-A
REMIC I Remittance Rate
II-1-A through II-37-A
REMIC I Remittance Rate
40
I-39-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-39-A through II-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-38-A
REMIC I Remittance Rate
II-1-A through II-38-A
REMIC I Remittance Rate
41
I-40-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-40-A through II-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-39-A
REMIC I Remittance Rate
II-1-A through II-39-A
REMIC I Remittance Rate
42
I-41-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-41-A through II-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-40-A
REMIC I Remittance Rate
II-1-A through II-40-A
REMIC I Remittance Rate
43
I-42-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-42-A through II-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-41-A
REMIC I Remittance Rate
II-1-A through II-41-A
REMIC I Remittance Rate
44
I-43-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-43-A through II-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-42-A
REMIC I Remittance Rate
II-1-A through II-42-A
REMIC I Remittance Rate
45
I-44-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-44-A through II-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-43-A
REMIC I Remittance Rate
II-1-A through II-43-A
REMIC I Remittance Rate
46
I-45-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-45-A through II-48-A
2
multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-44-A
REMIC I Remittance Rate
II-1-A through II-44-A
REMIC I Remittance Rate
47
I-46-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-46-A through II-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-45-A
REMIC I Remittance Rate
II-1-A through II-45-A
REMIC I Remittance Rate
48
I-47-A and I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-47-A and II-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-46-A
REMIC I Remittance Rate
II-1-A through II-46-A
REMIC I Remittance Rate
49
I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A
through I-47-A
REMIC I Remittance Rate
II-1-A through II-47-A
REMIC I Remittance Rate
thereafter
I-1-A through I-48-A
REMIC I Remittance Rate
II-1-A through II-48-A
REMIC I Remittance Rate
</TABLE>
With respect to REMIC II Regular Interest II-LT1GRP, a per annum
rate
(but not less than zero) equal to the weighted average of: (w) with
respect to
REMIC I Regular Interest I and REMIC I Regular Interest P, the
REMIC I
Remittance Rate for each such REMIC 1 Regular Interest for each
such
Distribution Date, (x) with respect to REMIC I Group I Regular
Interests ending
with the designation "B", the weighted average of the REMIC I
Remittance Rates
for such REMIC I Regular Interests, weighted on the basis of the
Uncertificated
Balances of each such REMIC I Regular Interest for each such
Distribution Date
and (y) with respect to REMIC I Group I Regular Interests ending
with the
designation "A", for each Distribution Date listed below, the
weighted average
of the rates listed below for such REMIC I Regular Interests listed
below,
weighted on the basis of the Uncertificated Balances of each such
REMIC I
Regular Interest for each such Distribution Date:
<TABLE>
<CAPTION>
DISTRIBUTION
DATE
REMIC I REGULAR INTEREST
RATE
---------------
-------------------------------------
-----------------------------------------------------------
<S>
<C>
<C>
1
I-1-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
2
I-2-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A
REMIC I Remittance Rate
3
I-3-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A and I-2-A
REMIC I Remittance Rate
4
I-4-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-3-A
REMIC I Remittance Rate
5
I-5-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-4-A
REMIC I Remittance Rate
6
I-6-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-5-A
REMIC I Remittance Rate
7
I-7-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-6-A
REMIC I Remittance Rate
8
I-8-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-7-A
REMIC I Remittance Rate
9
I-9-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-8-A
REMIC I Remittance Rate
10
I-10-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-9-A
REMIC I Remittance Rate
11
I-11-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-10-A
REMIC I Remittance Rate
12
I-12-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-11-A
REMIC I Remittance Rate
13
I-13-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-12-A
REMIC I Remittance Rate
14
I-14-A through I-48-A
2
multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-13-A
REMIC I Remittance Rate
15
I-15-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-14-A
REMIC I Remittance Rate
16
I-16-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-15-A
REMIC I Remittance Rate
17
I-17-A through I-48-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
