EXHIBIT 4.1
ARGENT SECURITIES INC.
Depositor
AMERIQUEST MORTGAGE COMPANY
Master Servicer
and
[-]
Trustee
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POOLING AND SERVICING AGREEMENT
Dated as of [_]
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ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES
[_]
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TABLE OF CONTENTS
SECTION
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ARTICLE I DEFINITIONS
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SECTION 1.01.
Defined Terms
SECTION 1.02.
Allocation of Certain Interest Shortfalls
SECTION 1.03.
Rights of the NIMS Insurer
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES
SECTION 2.01.
Conveyance of Mortgage Loans
SECTION 2.02.
Acceptance of REMIC I by the Trustee
SECTION 2.03.
Repurchase or Substitution of Mortgage Loans by the Seller or the
Depositor; Payment of
Prepayment Charge Payment Amounts
SECTION 2.04.
[Reserved]
SECTION 2.05.
Representations, Warranties and Covenants of the Master
Servicer
SECTION 2.06.
Issuance of the REMIC I Regular Interests and the Class R-I
Interest
SECTION 2.07.
Conveyance of the REMIC I Regular Interests; Acceptance of REMIC II
and REMIC III by the
Trustee
SECTION 2.08.
Issuance of Class R Certificates and Class R-X Certificates
SECTION 2.09.
Puposes and Powers of the Trust
ARTICLE III ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS
SECTION 3.01.
Master Servicer to Act as Master Servicer
SECTION 3.02.
Collection of
Certain Mortgage Loan Payments
SECTION 3.03.
[Reserved]
SECTION 3.04.
Collection Account, Escrow Account and Distribution Account
SECTION 3.05.
Permitted Withdrawals From the Collection Account, Escrow Account
and Distribution
Account
SECTION 3.06.
Investment of Funds in the Collection Account, the Escrow Account,
the REO Account and
the Distribution Account
SECTION 3.07.
Payment of Taxes, Insurance and Other Charges
SECTION 3.08.
Maintenance of Hazard Insurance
SECTION 3.09.
Maintenance of Mortgage Blanket Insurance
SECTION 3.10.
Fidelity Bond; Errors and Omissions Insurance
SECTION 3.11.
Enforcement of Due-On-Sale Clauses; Assumption Agreements
SECTION 3.12.
Realization Upon Defaulted Mortgage Loans
SECTION 3.13.
Title, Management and Disposition of REO Property
SECTION 3.14.
[Reserved]
SECTION 3.15.
Reports of Foreclosure and Abandonment of Mortgaged Properties
SECTION 3.16.
Optional Purchase of Defaulted Mortgage Loans
SECTION 3.17.
Trustee to Cooperate; Release of Mortgage Files
SECTION 3.18.
Servicing Compensation
SECTION 3.19.
Statement as to Compliance
SECTION 3.20.
Assessments of Compliance and Attestation Reports
SECTION 3.21.
Access to Certain Documentation
SECTION 3.22.
[Reserved]
SECTION 3.23.
Advance Facility
ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS
SECTION 4.01.
Distributions
SECTION 4.02.
Statements to Certificateholders
SECTION 4.03.
Remittance Reports and Other Reports to the Trustee; Advances;
Payments in Respect of
Prepayment Interest Shortfalls
SECTION 4.04.
Allocation of Realized Losses
SECTION 4.05.
Compliance with Withholding Requirements
SECTION 4.06.
Commission Reporting
SECTION 4.07.
[Reserved]
SECTION 4.08.
[Reserved]
SECTION 4.09.
[Reserved]
SECTION 4.10.
Swap Account
SECTION 4.11.
Tax Treatment of Swap Payments and Swap Termination Payments
SECTION 4.12.
Net WAC Rate Carryover Reserve Account
ARTICLE V THE CERTIFICATES
SECTION 5.01.
The Certificates
SECTION 5.02.
Registration of Transfer and Exchange of Certificates
SECTION 5.03.
Mutilated, Destroyed, Lost or Stolen Certificates
SECTION 5.04.
Persons Deemed Owners
SECTION 5.05.
Certain Available Information
ARTICLE VI THE DEPOSITOR AND THE MASTER SERVICER
SECTION 6.01.
Liability of the Depositor and the Master Servicer
SECTION 6.02.
Merger or Consolidation of the Depositor or the Master Servicer
SECTION 6.03.
Limitation on Liability of the Depositor, the Master Servicer and
Others
SECTION 6.04.
Limitation on Resignation of the Master Servicer
SECTION 6.05.
Rights of the Depositor in Respect of the Master Servicer
SECTION 6.06.
Sub-Servicing Agreements Between the Master Servicer and
Sub-Servicers
SECTION 6.07.
Successor Sub-Servicers
SECTION 6.08.
Liability of the Master Servicer
SECTION 6.09.
No Contractual Relationship Between Sub-Servicers and the NIMS
Insurer, the Trustee or
Certificateholders
SECTION 6.10.
Assumption or Termination of Sub-Servicing Agreements by
Trustee
SECTION 6.11.
Sub-Servicing Accounts
ARTICLE VII DEFAULT
SECTION 7.01.
Master Servicer Events of Default
SECTION 7.02.
Trustee to Act; Appointment of Successor
SECTION 7.03.
Notification to Certificateholders
SECTION 7.04.
Waiver of Master Servicer Events of Default
ARTICLE VIII CONCERNING THE TRUSTEE
SECTION 8.01.
Duties of Trustee
SECTION 8.02.
Certain Matters Affecting the Trustee
SECTION 8.03.
The Trustee Not Liable for Certificates or Mortgage Loans
SECTION 8.04.
Trustee May Own Certificates
SECTION 8.05.
Trustee's Fees and Expenses
SECTION 8.06.
Eligibility Requirements for Trustee
SECTION 8.07.
Resignation and Removal of the Trustee
SECTION 8.08.
Successor Trustee
SECTION 8.09.
Merger or Consolidation of Trustee
SECTION 8.10.
Appointment of Co-Trustee or Separate Trustee
SECTION 8.11.
Appointment of Custodians
SECTION 8.12.
Appointment of Office or Agency
SECTION 8.13.
Representations and Warranties of the Trustee
ARTICLE IX TERMINATION
SECTION 9.01.
Termination Upon Repurchase or Liquidation of All Mortgage
Loans
SECTION 9.02.
Additional Termination Requirements
ARTICLE X REMIC PROVISIONS
SECTION 10.01.
REMIC Administration
SECTION 10.02.
Prohibited Transactions and Activities
SECTION 10.03.
Master Servicer and Trustee Indemnification
ARTICLE XI MISCELLANEOUS PROVISIONS
SECTION 11.01.
Amendment
SECTION 11.02.
Recordation of Agreement; Counterparts
SECTION 11.03.
Limitation on Rights of Certificateholders
SECTION 11.04.
Governing Law
SECTION 11.05.
Notices
SECTION 11.06.
Severability of Provisions
SECTION 11.07.
Notice to Rating Agencies and the NIMS Insurer
SECTION 11.08.
Article and Section References
SECTION 11.09.
Grant of Security Interest
SECTION 11.10.
Third Party Rights
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EXHIBITS
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Exhibit A-1 Form of Class A-1
Certificate
Exhibit A-2A Form of
Class A-2A Certificate
Exhibit A-2B Form of
Class A-2B Certificate
Exhibit A-2C Form of
Class A-2C Certificate
Exhibit A-2D Form of
Class A-2D Certificate
Exhibit A-M-1 Form of Class
M-1 Certificate
Exhibit A-M-2 Form of Class
M-2 Certificate
Exhibit A-M-3 Form of Class
M-3 Certificate
Exhibit A-M-4 Form of Class
M-4 Certificate
Exhibit A-M-5 Form of Class
M-5 Certificate
Exhibit A-M-6 Form of Class
M-6 Certificate
Exhibit A-M-7 Form of Class
M-7 Certificate
Exhibit A-M-8 Form of Class
M-8 Certificate
Exhibit A-M-9 Form of Class
M-9 Certificate
Exhibit A-M-10 Form of Class M-10
Certificate
Exhibit A-CE Form of
Class CE Certificate
Exhibit A-P Form
of Class P Certificate
Exhibit A-R Form
of Class R Certificate
Exhibit A-R-X Form of Class
R-X Certificate
Exhibit B
Form of Lost Note Affidavit
Exhibit C-1 Form
of Trustee's Initial Certification
Exhibit C-2 Form
of Trustee's Final Certification
Exhibit C-3 Form
of Trustee's Receipt of Mortgage Note
Exhibit D
Form of Mortgage Loan Purchase Agreement
Exhibit E
Request for Release
Exhibit F-1 Form
of Transferor Representation
Letter and
Form of Transferee
Representation Letter in Connection
with Transfer of Class CE and Class P
Certificates Pursuant to Rule 144A
Under the 1933 Act
Exhibit F-2 Form
of Transfer Affidavit
and Agreement and Form
of Transferor
Affidavit
in Connection with Transfer of Residual Certificates
Exhibit G
Form of Certification with respect to ERISA and the Code
Exhibit H
Form of Interest Rate Swap Agreement Exhibit I Loss Mitigation
Action Plan
Exhibit J-1 Form
of Certification to Be Provided to Depositor by the Trustee
Exhibit J-2 Form
of Certification to Be Provided by the Depositor with Form 10-K
Exhibit K
[Reserved]
Exhibit L
[Reserved]
Exhibit M
Annual Statement of Compliance pursuant to Section 3.19
Schedule 1
Mortgage Loan Schedule
Schedule 2
Prepayment Charge Schedule
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This Pooling and Servicing Agreement, is dated and effective
as of [_], among ARGENT SECURITIES INC., as Depositor, AMERIQUEST
MORTGAGE
COMPANY, as Master Servicer, and [_], as Trustee.
PRELIMINARY STATEMENT:
The Depositor intends to sell pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in
multiple classes,
which in the aggregate shall evidence the entire beneficial
ownership interest
in each REMIC (as defined herein) created hereunder. The Trust Fund
shall
consist of a segregated pool of assets consisting of the Mortgage
Loans and
certain other related assets subject to this Agreement.
REMIC I
As provided herein, the Trustee shall elect to treat the
segregated pool of assets consisting of the Mortgage Loans and
certain other
related assets (other than any Master Servicer Prepayment Charge
Payment
Amounts, the Net WAC Rate Carryover Reserve Account, the Swap
Account and the
Interest Rate Swap Agreement) subject to this Agreement as a REMIC
for federal
income tax purposes, and such segregated pool of assets shall be
designated as
"REMIC I." The Class R-I Interest shall be the sole class of
"residual
interests" in REMIC I for purposes of the REMIC Provisions (as
defined herein).
The following table irrevocably sets forth the designation, the
REMIC I
Remittance Rate, the initial Uncertificated Balance and, for
purposes of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
"latest possible
maturity date" for each of the REMIC I Regular Interests (as
defined herein).
None of the REMIC I Regular Interests shall be certificated.
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REMIC I
INITIAL
LATEST POSSIBLE
DESIGNATION
REMITTANCE RATE
UNCERTIFICATED BALANCE
MATURITY DATE(1)
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(1) For purposes of
Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date immediately following the maturity date for
the
Mortgage Loan with the latest maturity date has been designated as
the
"latest possible maturity date" for each REMIC I Regular
Interest.
(2) Calculated in
accordance with the definition of "REMIC I Remittance Rate"
herein.
REMIC II
As provided herein, the Trustee shall elect to treat the
segregated pool of assets consisting of the REMIC I Regular
Interests as a REMIC
for federal income tax purposes, and such segregated pool of assets
shall be
designated as "REMIC II." The Class R-II Interest shall evidence
the sole class
of "residual interests" in REMIC II for purposes of the REMIC
Provisions. The
following table irrevocably sets forth the designation, the REMIC
II Remittance
Rate, the initial Uncertificated Balance and, for purposes of
satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest
possible maturity
date" for each of the REMIC II Regular Interests (as defined
herein). None of
the REMIC II Regular Interests shall be certificated.
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REMIC II REMITTANCE INITIAL
UNCERTIFICATED
LATEST POSSIBLE
DESIGNATION
RATE
BALANCE
MATURITY DATE(1)
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1) For purposes
of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date immediately following the maturity date for
the
Mortgage Loan with the latest maturity date has been designated as
the
"latest possible maturity date" for each REMIC I Regular
Interest.
(2) Calculated in
accordance with the definition of "REMIC II Remittance Rate"
herein.
(3) REMIC II Regular
Interest II-IO will not have an Uncertificated Balance,
but
will accrue interest on its Uncertificated Notional Amount.
REMIC III
As provided herein, the Trustee shall elect to treat the
segregated pool of assets consisting of the REMIC II Regular
Interests as a
REMIC for federal income tax purposes, and such segregated pool of
assets shall
be designated as "REMIC III." The Class R-III Interest shall
evidence the sole
class of "residual interests" in REMIC III for purposes of the
REMIC Provisions.
The following table irrevocably sets forth the designation, the
Pass-Through
Rate, the initial aggregate Certificate Principal Balance and, for
purposes of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
"latest possible
maturity date" for the indicated classes of Certificates and
interests.
Each Certificate, other than the Class P Certificate, the
Class CE Certificate and the Class R Certificates, represents
ownership of a
Regular Interest in REMIC III and also represents (i) the right to
receive
payments with respect to the Net WAC Rate Carryover Amount (as
defined herein)
and (ii) the obligation to pay Class IO Distribution Amounts (as
defined
herein). The entitlement to principal of the Regular Interest which
corresponds
to each Certificate shall be equal in amount and timing to the
entitlement to
principal of such Certificate.
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INITIAL AGGREGATE
CERTIFICATE PRINCIPAL
LATEST POSSIBLE
DESIGNATION
PASS-THROUGH RATE
BALANCE
MATURITY DATE(1)
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(1) For purposes of
Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date immediately following the maturity date for
the
Mortgage Loan with the latest maturity date has been designated as
the
"latest possible maturity date" for each Class of Certificates
and
interests.
(2) Calculated in
accordance with the definition of "Pass-Through Rate" herein.
(3) The Class CE
Interest shall accrue interest at their variable Pass-Through
Rate
on the Notional Amount of the Class CE Interest outstanding from
time
to
time which shall equal the aggregate Uncertificated Balance of the
REMIC
II
Regular Interests, other than REMIC II Regular Interest II-LTP.
The
Class CE Interest shall not accrue interest on its Certificate
Principal
Balance.
(4) The Class P
Interest will be entitled to [_]% of amounts distributed in
respect of REMIC II Regular Interest LTP.
(5) The Class SWAP-IO
Interest will not have a Pass-Through Rate or a
Certificate Principal Balance, but will be entitled to [_]% of
amounts
distributed on REMIC II Regular Interest IO.
REMIC IV
As
provided herein, the Trustee shall elect to treat the
segregated pool of assets consisting of the Class CE Interest as a
REMIC for
federal income tax purposes, and such segregated pool of assets
shall be
designated as "REMIC IV." The Class R-IV Interest shall evidence
the sole class
of "residual interests" in REMIC IV for purposes of the REMIC
Provisions under
federal income tax law. The following table irrevocably sets forth
the
designation, the Pass-Through Rate, the initial aggregate
Certificate Principal
Balance and, for purposes of satisfying Treasury regulation
Section
1.860G-1(a)(4)(iii), the "latest possible maturity date" for the
indicated Class
of Certificates.
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INITIAL AGGREGATE
CERTIFICATE PRINCIPAL
LATEST POSSIBLE
DESIGNATION
PASS-THROUGH RATE
BALANCE
MATURITY DATE(1)
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Class CE Certificates
Variable(2)
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1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the
maturity date for the Mortgage Loan with the latest maturity
date
has been designated as the "latest possible maturity
date" for the Class CE Certificates.
(2) The Class
CE Certificates shall receive [_]% of amounts
received in respect of the Class CE Interest.
REMIC V
As provided herein, the Trustee shall make an election to
treat the segregated pool of assets consisting of the Class P
Interest as a
REMIC for federal income tax purposes, and such segregated pool of
assets shall
be designated as "REMIC V." The Class R-V Interest represents the
sole class of
"residual interests" in REMIC V for purposes of the REMIC
Provisions. The
following table irrevocably sets forth the designation, the
Pass-Through Rate,
the initial aggregate Certificate Principal Balance and, for
purposes of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
"latest possible
maturity date" for the indicated Class of Certificates.
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INITIAL AGGREGATE
CERTIFICATE PRINCIPAL
LATEST POSSIBLE
DESIGNATION
PASS-THROUGH RATE
BALANCE
MATURITY DATE(1)
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Class P Certificates
Variable(2)
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1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the
maturity date for the Mortgage Loan with the latest maturity
date has been designated as the "latest possible maturity
date" for the Class P Certificates.
(2) The Class
P Certificates shall receive [_]% of amounts
received in respect of the Class P Interest.
REMIC VI
As provided herein, the Trustee shall make an election to
treat the segregated pool of assets consisting of the Class SWAP-IO
Interest as
a REMIC for federal income tax purposes, and such segregated pool
of assets
shall be designated as "REMIC VI." The Class R-VI Interest
represents the sole
class of "residual interests" in REMIC VI for purposes of the REMIC
Provisions.
The following table irrevocably sets forth the designation, the
Pass-Through
Rate, the initial aggregate Certificate Principal Balance and, for
purposes of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
"latest possible
maturity date" for the indicated REMIC VI Regular Interest, which
will be
uncertificated.
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INITIAL AGGREGATE
CERTIFICATE PRINCIPAL
LATEST POSSIBLE
DESIGNATION
PASS-THROUGH RATE
BALANCE
MATURITY DATE(1)
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SWAP-IO
Variable(2)
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1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the
maturity date for the Mortgage Loan with the latest maturity
date has been designated as the "latest possible maturity
date" for REMIC VI Regular Interest SWAP-IO.
(2) REMIC VI
Regular Interest SWAP-IO shall receive [_]% of
amounts received in respect of the Class SWAP-IO Interest.
As of the Cut-off Date, the Group I Mortgage Loans had an
aggregate Scheduled Principal Balance equal to $[_] and the Group
II Mortgage
Loans had an aggregate Scheduled Principal Balance equal to
$[_].
In consideration of the mutual agreements herein contained,
the Depositor, the Master Servicer and the Trustee agree as
follows:
ARTICLE I
<PAGE>
DEFINITIONS
SECTION 1.01. Defined Terms.
Whenever used in this Agreement, including, without
limitation, in the Preliminary Statement hereto, the following
words and
phrases, unless the context otherwise requires, shall have the
meanings
specified in this Article. Unless otherwise specified, all
calculations
described herein shall be made on the basis of a 360-day year
consisting of
twelve 30-day months and all calculations on each Regular Interest
shall be made
on the basis of a 360-day year and the actual number of days in the
month.
"Accrued Certificate Interest": With respect to any Class of
Certificates (other than the Class P Certificates and the Residual
Certificates)
and each Distribution Date, interest accrued during the related
Interest Accrual
Period at the Pass-Through Rate for such Certificate for such
Distribution Date
on the Certificate Principal Balance, in the case of the
Adjustable-Rate
Certificates and the Fixed-Rate Certificates, or on the Notional
Amount, in the
case of the Class CE Certificates, of such Certificate immediately
prior to such
Distribution Date. The Class P Certificates are not entitled to
distributions in
respect of interest and, accordingly, shall not accrue interest.
All
distributions of interest on the Adjustable-Rate Certificates shall
be
calculated on the basis of a 360-day year and the actual number of
days in the
applicable Interest Accrual Period. All distributions of interest
on the
Fixed-Rate Certificates and the Class CE Certificates shall be
based on a
360-day year consisting of twelve 30-day months. Accrued
Certificate Interest
with respect to each Distribution Date, as to any Class A
Certificate or
Mezzanine Certificate, shall be reduced by an amount equal to the
portion
allocable to such Certificate pursuant to Section 1.02 hereof of
the sum of (a)
the aggregate Prepayment Interest Shortfall, if any, for such
Distribution Date
to the extent not covered by payments pursuant to Section 4.03(e)
or allocated
to the Class CE Certificates pursuant to Section 1.02 and (b) the
aggregate
amount of any Relief Act Interest Shortfall, if any, for such
Distribution Date
not allocated to the Class CE Certificates pursuant to Section
1.02. Accrued
Certificate Interest with respect to each Distribution Date and any
Class CE
Certificate shall be reduced by (a) Prepayment Interest Shortfalls,
if any,
allocated to such Class of Certificates pursuant to Section 1.02
hereof, (b)
Relief Act Interest Shortfalls, if any, allocated to such Class of
Certificates
pursuant to Section 1.02 hereof and (c) an amount equal to the
portion of
Realized Losses, if any, allocable to interest on the Class CE
Certificate
pursuant to Section 4.04 hereof.
"Adjustable-Rate Certificates": The Class A Certificates and
the Mezzanine Certificates.
"Adjustable-Rate Mortgage Loan": Each of the Mortgage Loans
identified on the Mortgage Loan Schedule as having a Mortgage Rate
that is
subject to adjustment.
"Adjustment Date": With respect to each Adjustable-Rate
Mortgage Loan, the first day of the month in which the Mortgage
Rate of such
Mortgage Loan changes pursuant to the related Mortgage Note. The
first
Adjustment Date following the Cut-off Date as to each
Adjustable-Rate Mortgage
Loan is set forth in the Mortgage Loan Schedule.
"Advance": As to any Mortgage Loan or REO Property, any
advance made by the Master Servicer or a successor Master Servicer
in respect of
any Distribution Date representing the aggregate of all payments of
principal
and interest, net of the Servicing Fee, that were due during the
related Due
Period on the Mortgage Loans and that were delinquent on the
related
Determination Date, plus certain amounts representing assumed
payments not
covered by any current net income on the Mortgaged Properties
acquired by
foreclosure or deed in lieu of foreclosure as determined pursuant
to Section
4.03.
"Affiliate": With respect to any specified Person, any other
Person controlling or controlled by or under common control with
such specified
Person. For the purposes of this definition, "control," when used
with respect
to any specified Person, means the power to direct the management
and policies
of such Person, directly or indirectly, whether through the
ownership of voting
securities, by contract or otherwise, and the terms "controlling"
and
"controlled" have meanings correlative to the foregoing.
"Agreement": This Pooling and Servicing Agreement and all
amendments hereof and supplements hereto.
"Allocated Realized Loss Amount": With respect to any
Distribution Date and any Class of Mezzanine Certificates, the sum
of (i) the
Realized Losses allocated to such Class of Certificates on such
Distribution
Date and (ii) the amount of any Allocated Realized Loss Amount for
such Class of
Certificates remaining undistributed from the previous Distribution
Date,
reduced by the amount of the increase in the Certificate Principal
Balance of
such Class of Certificates due to the receipt of Subsequent
Recoveries as
provided in Section 4.01.
"Applicable Regulations": As to any Mortgage Loan, all
federal, state and local laws, statutes, rules and regulations
applicable
thereto.
"Assignment": An assignment of Mortgage, notice of transfer or
equivalent instrument, in recordable form (excepting therefrom if
applicable,
the mortgage recordation information which has not been returned by
the
applicable recorder's office and/or the assignee's name), which is
sufficient
under the laws of the jurisdiction wherein the related Mortgaged
Property is
located to reflect of record the sale of the Mortgage.
"Available Funds": With respect to any Distribution Date, an
amount equal to (1) the sum of (a) the aggregate of the amounts on
deposit in
the Collection Account and Distribution Account as of the close of
business on
the related Determination Date, including any Subsequent
Recoveries, (b) the
aggregate of any amounts received in respect of an REO Property
withdrawn from
any REO Account and deposited in the Distribution Account for such
Distribution
Date pursuant to Section 3.13, (c) Compensating Interest, if any,
deposited in
the Distribution Account by the Master Servicer in respect of
Prepayment
Interest Shortfalls for such Distribution Date pursuant to Section
4.03(e), (d)
the aggregate of any Advances made by the Master Servicer for such
Distribution
Date pursuant to Section 4.03 and (e) the aggregate of any Advances
made by the
successor Master Servicer or the Trustee for such Distribution Date
pursuant to
Section 7.02(b), reduced (to not less than zero) by (2) the sum of
(x) the
portion of the amount described in clause (1)(a) above that
represents (i)
Monthly Payments on the Mortgage Loans received from a Mortgagor on
or prior to
the Determination Date but due during any Due Period subsequent to
the related
Due Period, (ii) Principal Prepayments on the Mortgage Loans
received after the
related Prepayment Period (together with any interest payments
received with
such Principal Prepayments to the extent they represent the payment
of interest
accrued on the Mortgage Loans during a period subsequent to the
related
Prepayment Period), (iii) Liquidation Proceeds, Insurance Proceeds
and
Subsequent Recoveries received in respect of the Mortgage Loans
after the
related Prepayment Period, (iv) amounts reimbursable or payable to
the
Depositor, the Master Servicer, the Trustee, the Seller or any
Sub-Servicer
pursuant to Section 3.05 or Section 3.06 or otherwise payable in
respect of
Extraordinary Trust Fund Expenses, (v) Stayed Funds, (vi) the
Trustee Fee
payable from the Distribution Account pursuant to Section 8.05,
(vii) amounts
deposited in the Collection Account or the Distribution Account in
error and
(viii) the amount of any Prepayment Charges collected by the Master
Servicer and
the amount of any Master Servicer Prepayment Charge Payment
Amounts, (y) amounts
reimbursable to the Trustee for an advance made pursuant to Section
7.02(b)
which advance the Trustee has determined to be nonrecoverable from
the Stayed
Funds in respect of which it was made and (z) any Net Swap Payment
or any Swap
Termination Payments owed to the Interest Rate Swap Provider other
than due to a
Swap Provider Trigger Event (after taking into account any upfront
payment
received by the Interest Rate Swap Provider from the counterparty
to a
replacement similar agreement).
"Bankruptcy Code": The Bankruptcy Reform Act of 1978 (Title 11
of the United States Code), as amended.
"Bankruptcy Loss": With respect to any Mortgage Loan, a
Realized Loss resulting from a Deficient Valuation or Debt Service
Reduction.
"Book-Entry Certificate": Any Certificate registered in the
name of the Depository or its nominee. Initially, the Book-Entry
Certificates
shall be the Class A Certificates and the Mezzanine
Certificates.
"Book-Entry Custodian": The custodian appointed pursuant to
Section 5.01.
"Business Day": Any day other than a Saturday, a Sunday or a
day on which banking or savings and loan institutions in the State
of
California, the State of New York, or in the city in which the
Corporate Trust
Office of the Trustee is located, are authorized or obligated by
law or
executive order to be closed.
"Certificate": Any one of the Depositor's Asset-Backed
Pass-Through Certificates, Series [_], Class A-1, Class A-2A, Class
A-2B, Class
A-2C, Class A-2D, Class M-1, Class M-2, Class M-3, Class M-4, Class
M-5, Class
M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class CE, Class
P, Class R and
Class R-X, issued under this Agreement.
"Certificate Factor": With respect to any Class of Regular
Certificates as of any Distribution Date, a fraction, expressed as
a decimal
carried to six places, the numerator of which is the Certificate
Principal
Balance (or the Notional Amount, in the case of the Class CE
Certificates) of
such Class of Certificates on such Distribution Date (after giving
effect to any
distributions of principal and allocations of Realized Losses in
reduction of
the Certificate Principal Balance (or the Notional Amount, in the
case of the
Class CE Certificates) of such Class of Certificates to be made on
such
Distribution Date), and the denominator of which is the initial
aggregate
Certificate Principal Balance (or the Notional Amount, in the case
of the Class
CE Certificates) of such Class of Certificates as of the Closing
Date.
"Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the Certificate Register, except that
a
Disqualified Organization or a Non-United States Person shall not
be a Holder of
a Residual Certificate for any purposes hereof and, solely for the
purposes of
giving any consent pursuant to this Agreement, any Certificate
registered in the
name of the Depositor or the Master Servicer or any Affiliate
thereof shall be
deemed not to be outstanding and the Voting Rights to which it is
entitled shall
not be taken into account in determining whether the requisite
percentage of
Voting Rights necessary to effect any such consent has been
obtained, except as
otherwise provided in Section 11.01. The Trustee and the NIMS
Insurer may
conclusively rely upon a certificate of the Depositor or the Master
Servicer in
determining whether a Certificate is held by an Affiliate thereof.
All
references herein to "Holders" or "Certificateholders" shall
reflect the rights
of Certificate Owners as they may indirectly exercise such rights
through the
Depository and participating members thereof, except as otherwise
specified
herein; provided, however, that the Trustee and the NIMS Insurer
shall be
required to recognize as a "Holder" or "Certificateholder" only the
Person in
whose name a Certificate is registered in the Certificate
Register.
"Certificate Margin": With respect to each Class of
Adjustable-Rate Certificates and, for purposes of the Marker Rate
and the
Maximum II-LTZZ Uncertificated Interest Deferral Amount, the
specified REMIC II
Regular Interest, as follows:
<TABLE>
<CAPTION>
Certificate Margin
----------------------------
Class
REMIC II Regular Interest
(1) (%)
(2) (%)
-----
-------------------------
-------
-------
<S>
<C>
<C>
<C>
A-1
REMIC II Regular Interest II-LTA1
[_]
[_]
A-2A
REMIC II Regular Interest II-LTA2A
[_]
[_]
A-2B
REMIC II Regular Interest II-LTA2B
[_]
[_]
A-2C
REMIC II Regular Interest II-LTA2C
[_]
[_]
A-2D
REMIC II Regular Interest II-LTA2D
[_]
[_]
M-1
REMIC II Regular Interest II-LTM1
[_]
[_]
M-2
REMIC II Regular Interest II-LTM2
[_]
[_]
M-3
REMIC II Regular Interest II-LTM3
[_]
[_]
M-4
REMIC II Regular Interest II-LTM4
[_]
[_]
M-5
REMIC II Regular Interest II-LTM5
[_]
[_]
M-6
REMIC II Regular Interest II-LTM6
[_]
[_]
M-7
REMIC II Regular Interest II-LTM7
[_]
[_]
M-8
REMIC II Regular Interest II-LTM8
[_]
[_]
M-9
REMIC II Regular Interest II-LTM9
[_]
[_]
M-10
REMIC II Regular Interest II-LTM10
[_]
[_]
</TABLE>
----------
(1) For the
Interest Accrual Period for each Distribution Date on
or prior to the Optional Termination Date.
(2) For the
Interest Accrual Period for each Distribution Date
after the Optional Termination Date.
"Certificate Owner": With respect to a Book-Entry Certificate,
the Person who is the beneficial owner of such Certificate as
reflected on the
books of the Depository or on the books of a Depository Participant
or on the
books of an indirect participating brokerage firm for which a
Depository
Participant acts as agent.
"Certificate Principal Balance": With respect to each Class A
Certificate, Mezzanine Certificate or Class P Certificate as of any
date of
determination, the Certificate Principal Balance of such
Certificate on the
Distribution Date immediately prior to such date of determination
plus, with
respect to each Mezzanine Certificate, any increase in the
Certificate Principal
Balance of such Certificate pursuant to Section 4.01 due to the
receipt of
Subsequent Recoveries, minus all distributions allocable to
principal made
thereon on such Distribution Date and, in the case of a Mezzanine
Certificate,
Realized Losses allocated thereto on such immediately prior
Distribution Date
(or, in the case of any date of determination up to and including
the first
Distribution Date, the initial Certificate Principal Balance of
such
Certificate, as stated on the face thereof). With respect to each
Class CE
Certificate as of any date of determination, an amount equal to the
Percentage
Interest evidenced by such Certificate times the excess, if any, of
(A) the then
aggregate Uncertificated Balance of the REMIC II Regular Interests
over (B) the
then aggregate Certificate Principal Balance of the Class A
Certificates, the
Mezzanine Certificates and the Class P Certificates then
outstanding.
"Certificate Register" and "Certificate Registrar": The
register maintained and the registrar appointed pursuant to Section
5.02.
"Class": Collectively, all of the Certificates bearing the
same class designation.
"Class A Certificate": Any one of the Class A-1, Class A-2A,
Class A-2B, Class A-2C and Class A-2D Certificates.
"Class A Principal Distribution Amount": With respect to any
Distribution Date, an amount equal to the sum of (i) the Senior
Group I
Principal Distribution Amount and (ii) the Senior Group II
Principal
Distribution Amount.
"Class A-1 Certificate": Any one of the Class A-1 Certificates
executed by the Trustee, and authenticated and delivered by the
Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-1
and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to
receive the
Net WAC Rate Carryover Amount and (iii) the obligation to pay the
Class IO
Distribution Amount.
"Class A-2A Certificate": Any one of the Class A-2A
Certificates executed by the Trustee, and authenticated and
delivered by the
Certificate Registrar, substantially in the form annexed hereto as
Exhibit A-2A
and evidencing (i) a Regular Interest in REMIC III, (ii) the right
to receive
the Net WAC Rate Carryover Amount and (iii) the obligation to pay
the Class IO
Distribution Amount.
"Class A-2B Certificate": Any one of the Class A-2B
Certificates executed by the Trustee, and authenticated and
delivered by the
Certificate Registrar, substantially in the form annexed hereto as
Exhibit A-2B
and evidencing (i) a Regular Interest in REMIC III, (ii) the right
to receive
the Net WAC Rate Carryover Amount and (iii) the obligation to pay
the Class IO
Distribution Amount.
"Class A-2C Certificate": Any one of the Class A-2C
Certificates executed by the Trustee, and authenticated and
delivered by the
Certificate Registrar, substantially in the form annexed hereto as
Exhibit A-2C
and evidencing (i) a Regular Interest in REMIC III, (ii) the right
to receive
the Net WAC Rate Carryover Amount and (iii) the obligation to pay
the Class IO
Distribution Amount.
"Class A-2D Certificate": Any one of the Class A-2D
Certificates executed by the Trustee, and authenticated and
delivered by the
Certificate Registrar, substantially in the form annexed hereto as
Exhibit A-2D
and evidencing (i) a Regular Interest in REMIC III, (ii) the right
to receive
the Net WAC Rate Carryover Amount and (iii) the obligation to pay
the Class IO
Distribution Amount.
"Class CE Certificate": Any one of the Class CE Certificates
executed by the Trustee, and authenticated and delivered by the
Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-CE
and
evidencing (i) a Regular Interest in REMIC IV, (ii) the obligation
to pay Net
WAC Rate Carryover Amounts and Swap Termination Payments and (iii)
the right to
receive the Class IO Distribution Amount.
"Class CE Interest": An uncertificated interest in the Trust
Fund held by the Trustee on behalf of the Holders of the Class CE
Certificates,
evidencing a Regular Interest in REMIC III for purposes of the
REMIC Provisions.
"Class IO Distribution Amount": As defined in Section 3.20
hereof. For purposes of clarity, the Class IO Distribution Amount
for any
Distribution Date shall equal the amount payable to the Swap
Administrator on
such Distribution Date in excess of the amount payable on the Class
SWAP-IO
Interest on such Distribution Date, all as further provided in
Section 3.20
hereof.
"Class SWAP-IO Interest": An uncertificated interest in the
Trust Fund evidencing a Regular Interest in REMIC III.
"Class M-1 Certificate": Any one of the Class M-1 Certificates
executed by the Trustee, and authenticated and delivered by the
Certificate
Registrar, substantially in the form annexed hereto as Exhibit
A-M-1 and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to
receive the
Net WAC Rate Carryover Amount and (iii) the obligation to pay the
Class IO
Distribution Amount.
"Class M-1 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the
lesser of (I) the
Certificate Principal Balance of the Class M-1 Certificates
immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i)
the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into
account the payment of the Class A Principal Distribution Amount on
such
Distribution Date) and (ii) the Certificate Principal Balance of
the Class M-1
Certificates immediately prior to such Distribution Date over (y)
the lesser of
(A) the product of (i) [_]% and (ii) the aggregate Stated Principal
Balance of
the Mortgage Loans as of the last day of the related Due Period
(after giving
effect to scheduled payments of principal due during the related
Due Period, to
the extent received or advanced, and unscheduled collections of
principal
received during the related Prepayment Period) and (B) the
aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due
Period (after giving effect to scheduled payments of principal due
during the
related Due Period, to the extent received or advanced, and
unscheduled
collections of principal received during the related Prepayment
Period) minus
$[_].
"Class M-2 Certificate": Any one of the Class M-2 Certificates
executed by the Trustee, and authenticated and delivered by the
Certificate
Registrar, substantially in the form annexed hereto as Exhibit
A-M-2 and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to
receive the
Net WAC Rate Carryover Amount and (iii) the obligation to pay the
Class IO
Distribution Amount.
"Class M-2 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the
lesser of (I) the
Certificate Principal Balance of the Class M-2 Certificates
immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i)
the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into
account the payment of the Class A Principal Distribution Amount on
such
Distribution Date), (ii) the Certificate Principal Balance of the
Class M-1
Certificates (after taking into account the payment of the Class
M-1 Principal
Distribution Amount on such Distribution Date) and (iii) the
Certificate
Principal Balance of the Class M-2 Certificates immediately prior
to such
Distribution Date over (y) the lesser of (A) the product of (i)
[_]% and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of
the last day
of the related Due Period (after giving effect to scheduled
payments of
principal due during the related Due Period, to the extent received
or advanced,
and unscheduled collections of principal received during the
related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the
Mortgage Loans as
of the last day of the related Due Period (after giving effect to
scheduled
payments of principal due during the related Due Period, to the
extent received
or advanced, and unscheduled collections of principal received
during the
related Prepayment Period) minus $[_].
"Class M-3 Certificate": Any one of the Class M-3 Certificates
executed by the Trustee, and authenticated and delivered by the
Certificate
Registrar, substantially in the form annexed hereto as Exhibit
A-M-3 and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to
receive the
Net WAC Rate Carryover Amount and (iii) the obligation to pay the
Class IO
Distribution Amount.
"Class M-3 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the
lesser of (I) the
Certificate Principal Balance of the Class M-3 Certificates
immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i)
the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into
account the payment of the Class A Principal Distribution Amount on
such
Distribution Date), (ii) the Certificate Principal Balance of the
Class M-1
Certificates (after taking into account the payment of the Class
M-1 Principal
Distribution Amount on such Distribution Date), (iii) the
Certificate Principal
Balance of the Class M-2 Certificates (after taking into account
the payment of
the Class M-2 Principal Distribution Amount on such Distribution
Date) and (iv)
the Certificate Principal Balance of the Class M-3 Certificates
immediately
prior to such Distribution Date over (y) the lesser of (A) the
product of (i)
[_]% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of
the last day of the related Due Period (after giving effect to
scheduled
payments of principal due during the related Due Period, to the
extent received
or advanced, and unscheduled collections of principal received
during the
related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the
Mortgage Loans as of the last day of the related Due Period (after
giving effect
to scheduled payments of principal due during the related Due
Period, to the
extent received or advanced, and unscheduled collections of
principal received
during the related Prepayment Period) minus $[_].
"Class M-4 Certificate": Any one of the Class M-4 Certificates
executed by the Trustee, and authenticated and delivered by the
Certificate
Registrar, substantially in the form annexed hereto as Exhibit
A-M-4 and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to
receive the
Net WAC Rate Carryover Amount and (iii) the obligation to pay the
Class IO
Distribution Amount.
"Class M-4 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the
lesser of (I) the
Certificate Principal Balance of the Class M-4 Certificates
immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i)
the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into
account the payment of the Class A Principal Distribution Amount on
such
Distribution Date), (ii) the Certificate Principal Balance of the
Class M-1
Certificates (after taking into account the payment of the Class
M-1 Principal
Distribution Amount on such Distribution Date), (iii) the
Certificate Principal
Balance of the Class M-2 Certificates (after taking into account
the payment of
the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after
taking into
account the payment of the Class M-3 Principal Distribution Amount
on such
Distribution Date) and (v) the Certificate Principal Balance of the
Class M-4
Certificates immediately prior to such Distribution Date over (y)
the lesser of
(A) the product of (i) [_]% and (ii) the aggregate Stated Principal
Balance of
the Mortgage Loans as of the last day of the related Due Period
(after giving
effect to scheduled payments of principal due during the related
Due Period, to
the extent received or advanced, and unscheduled collections of
principal
received during the related Prepayment Period) and (B) the
aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due
Period (after giving effect to scheduled payments of principal due
during the
related Due Period, to the extent received or advanced, and
unscheduled
collections of principal received during the related Prepayment
Period) minus
$[_].
"Class M-5 Certificate": Any one of the Class M-5 Certificates
executed by the Trustee, and authenticated and delivered by the
Certificate
Registrar, substantially in the form annexed hereto as Exhibit
A-M-5 and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to
receive the
Net WAC Rate Carryover Amount and (iii) the obligation to pay the
Class IO
Distribution Amount.
"Class M-5 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the
lesser of (I) the
Certificate Principal Balance of the Class M-5 Certificates
immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i)
the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into
account the payment of the Class A Principal Distribution Amount on
such
Distribution Date), (ii) the Certificate Principal Balance of the
Class M-1
Certificates (after taking into account the payment of the Class
M-1 Principal
Distribution Amount on such Distribution Date), (iii) the
Certificate Principal
Balance of the Class M-2 Certificates (after taking into account
the payment of
the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after
taking into
account the payment of the Class M-3 Principal Distribution Amount
on such
Distribution Date), (v) the Certificate Principal Balance of the
Class M-4
Certificates (after taking into account the payment of the Class
M-4 Principal
Distribution Amount on such Distribution Date) and (vi) the
Certificate
Principal Balance of the Class M-5 Certificates immediately prior
to such
Distribution Date over (y) the lesser of (A) the product of (i)
[_]% and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of
the last day
of the related Due Period (after giving effect to scheduled
payments of
principal due during the related Due Period, to the extent received
or advanced,
and unscheduled collections of principal received during the
related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the
Mortgage Loans as
of the last day of the related Due Period (after giving effect to
scheduled
payments of principal due during the related Due Period, to the
extent received
or advanced, and unscheduled collections of principal received
during the
related Prepayment Period) minus $[_].
"Class M-6
Certificate": Any one of the Class M-6 Certificates
executed by the Trustee, and authenticated and delivered by the
Certificate
Registrar, substantially in the form annexed hereto as Exhibit
A-M-6 and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to
receive the
Net WAC Rate Carryover Amount and (iii) the obligation to pay the
Class IO
Distribution Amount.
"Class M-6 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the
lesser of (I) the
Certificate Principal Balance of the Class M-6 Certificates
immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i)
the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into
account the payment of the Class A Principal Distribution Amount on
such
Distribution Date), (ii) the Certificate Principal Balance of the
Class M-1
Certificates (after taking into account the payment of the Class
M-1 Principal
Distribution Amount on such Distribution Date), (iii) the
Certificate Principal
Balance of the Class M-2 Certificates (after taking into account
the payment of
the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after
taking into
account the payment of the Class M-3 Principal Distribution Amount
on such
Distribution Date), (v) the Certificate Principal Balance of the
Class M-4
Certificates (after taking into account the payment of the Class
M-4 Principal
Distribution Amount on such Distribution Date), (vi) the
Certificate Principal
Balance of the Class M-5 Certificates (after taking into account
the payment of
the Class M-5 Principal Distribution Amount on such Distribution
Date) and (vii)
the Certificate Principal Balance of the Class M-6 Certificates
immediately
prior to such Distribution Date over (y) the lesser of (A) the
product of (i)
[_]% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of
the last day of the related Due Period (after giving effect to
scheduled
payments of principal due during the related Due Period, to the
extent received
or advanced, and unscheduled collections of principal received
during the
related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the
Mortgage Loans as of the last day of the related Due Period (after
giving effect
to scheduled payments of principal due during the related Due
Period, to the
extent received or advanced, and unscheduled collections of
principal received
during the related Prepayment Period) minus $[_].
"Class M-7 Certificate": Any one of the Class M-7 Certificates
executed by the Trustee, and authenticated and delivered by the
Certificate
Registrar, substantially in the form annexed hereto as Exhibit
A-M-7 and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to
receive the
Net WAC Rate Carryover Amount and (iii) the obligation to pay the
Class IO
Distribution Amount.
"Class M-7 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the
lesser of (I) the
Certificate Principal Balance of the Class M-7 Certificates
immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i)
the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into
account the payment of the Class A Principal Distribution Amount on
such
Distribution Date), (ii) the Certificate Principal Balance of the
Class M-1
Certificates (after taking into account the payment of the Class
M-1 Principal
Distribution Amount on such Distribution Date), (iii) the
Certificate Principal
Balance of the Class M-2 Certificates (after taking into account
the payment of
the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after
taking into
account the payment of the Class M-3 Principal Distribution Amount
on such
Distribution Date), (v) the Certificate Principal Balance of the
Class M-4
Certificates (after taking into account the payment of the Class
M-4 Principal
Distribution Amount on such Distribution Date), (vi) the
Certificate Principal
Balance of the Class M-5 Certificates (after taking into account
the payment of
the Class M-5 Principal Distribution Amount on such Distribution
Date), (vii)
the Certificate Principal Balance of the Class M-6 Certificates
(after taking
into account the payment of the Class M-6 Principal Distribution
Amount on such
Distribution Date) and (viii) the Certificate Principal Balance of
the Class M-7
Certificates immediately prior to such Distribution Date over (y)
the lesser of
(A) the product of (i) [_]% and (ii) the aggregate Stated Principal
Balance of
the Mortgage Loans as of the last day of the related Due Period
(after giving
effect to scheduled payments of principal due during the related
Due Period, to
the extent received or advanced, and unscheduled collections of
principal
received during the related Prepayment Period) and (B) the
aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due
Period (after giving effect to scheduled payments of principal due
during the
related Due Period, to the extent received or advanced, and
unscheduled
collections of principal received during the related Prepayment
Period) minus
$[_].
"Class M-8 Certificate": Any one of the Class M-8 Certificates
executed by the Trustee, and authenticated and delivered by the
Certificate
Registrar, substantially in the form annexed hereto as Exhibit
A-M-8 and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to
receive the
Net WAC Rate Carryover Amount and (iii) the obligation to pay the
Class IO
Distribution Amount.
"Class M-8 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the
lesser of (I) the
Certificate Principal Balance of the Class M-8 Certificates
immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i)
the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into
account the payment of the Class A Principal Distribution Amount on
such
Distribution Date), (ii) the Certificate Principal Balance of the
Class M-1
Certificates (after taking into account the payment of the Class
M-1 Principal
Distribution Amount on such Distribution Date), (iii) the
Certificate Principal
Balance of the Class M-2 Certificates (after taking into account
the payment of
the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after
taking into
account the payment of the Class M-3 Principal Distribution Amount
on such
Distribution Date), (v) the Certificate Principal Balance of the
Class M-4
Certificates (after taking into account the payment of the Class
M-4 Principal
Distribution Amount on such Distribution Date), (vi) the
Certificate Principal
Balance of the Class M-5 Certificates (after taking into account
the payment of
the Class M-5 Principal Distribution Amount on such Distribution
Date), (vii)
the Certificate Principal Balance of the Class M-6 Certificates
(after taking
into account the payment of the Class M-6 Principal Distribution
Amount on such
Distribution Date), (viii) the Certificate Principal Balance of the
Class M-7
Certificates (after taking into account the payment of the Class
M-7 Principal
Distribution Amount on such Distribution Date) and (ix) the
Certificate
Principal Balance of the Class M-8 Certificates immediately prior
to such
Distribution Date over (y) the lesser of (A) the product of (i)
[_]% and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of
the last day
of the related Due Period (after giving effect to scheduled
payments of
principal due during the related Due Period, to the extent received
or advanced,
and unscheduled collections of principal received during the
related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the
Mortgage Loans as
of the last day of the related Due Period (after giving effect to
scheduled
payments of principal due during the related Due Period, to the
extent received
or advanced, and unscheduled collections of principal received
during the
related Prepayment Period) minus $[_].
"Class M-9 Certificate": Any one of the Class M-9 Certificates
executed by the Trustee, and authenticated and delivered by the
Certificate
Registrar, substantially in the form annexed hereto as Exhibit
A-M-9 and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to
receive the
Net WAC Rate Carryover Amount and (iii) the obligation to pay the
Class IO
Distribution Amount.
"Class M-9 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the
lesser of (I) the
Certificate Principal Balance of the Class M-9 Certificates
immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i)
the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into
account the payment of the Class A Principal Distribution Amount on
such
Distribution Date), (ii) the Certificate Principal Balance of the
Class M-1
Certificates (after taking into account the payment of the Class
M-1 Principal
Distribution Amount on such Distribution Date), (iii) the
Certificate Principal
Balance of the Class M-2 Certificates (after taking into account
the payment of
the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after
taking into
account the payment of the Class M-3 Principal Distribution Amount
on such
Distribution Date), (v) the Certificate Principal Balance of the
Class M-4
Certificates (after taking into account the payment of the Class
M-4 Principal
Distribution Amount on such Distribution Date), (vi) the
Certificate Principal
Balance of the Class M-5 Certificates (after taking into account
the payment of
the Class M-5 Principal Distribution Amount on such Distribution
Date), (vii)
the Certificate Principal Balance of the Class M-6 Certificates
(after taking
into account the payment of the Class M-6 Principal Distribution
Amount on such
Distribution Date), (viii) the Certificate Principal Balance of the
Class M-7
Certificates (after taking into account the payment of the Class
M-7 Principal
Distribution Amount on such Distribution Date), (ix) the
Certificate Principal
Balance of the Class M-8 Certificates (after taking into account
the payment of
the Class M-8 Principal Distribution Amount on such Distribution
Date) and (x)
the Certificate Principal Balance of the Class M-9 Certificates
immediately
prior to such Distribution Date over (y) the lesser of (A) the
product of (i)
[_]% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of
the last day of the related Due Period (after giving effect to
scheduled
payments of principal due during the related Due Period, to the
extent received
or advanced, and unscheduled collections of principal received
during the
related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the
Mortgage Loans as of the last day of the related Due Period (after
giving effect
to scheduled payments of principal due during the related Due
Period, to the
extent received or advanced, and unscheduled collections of
principal received
during the related Prepayment Period) minus $[_].
"Class M-10 Certificate": Any one of the Class M-10
Certificates executed by the Trustee, and authenticated and
delivered by the
Certificate Registrar, substantially in the form annexed hereto as
Exhibit
A-M-10 and evidencing (i) a Regular Interest in REMIC III, (ii) the
right to
receive the Net WAC Rate Carryover Amount and (iii) the obligation
to pay the
Class IO Distribution Amount.
"Class M-10 Principal Distribution Amount": With respect to
any Distribution Date, an amount, not less than zero, equal to the
lesser of (I)
the Certificate Principal Balance of the Class M-10 Certificates
immediately
prior to such Distribution Date and (II) the excess of (x) the sum
of (i) the
aggregate Certificate Principal Balance of the Class A Certificates
(after
taking into account the payment of the Class A Principal
Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of
the Class M-1
Certificates (after taking into account the payment of the Class
M-1 Principal
Distribution Amount on such Distribution Date), (iii) the
Certificate Principal
Balance of the Class M-2 Certificates (after taking into account
the payment of
the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after
taking into
account the payment of the Class M-3 Principal Distribution Amount
on such
Distribution Date), (v) the Certificate Principal Balance of the
Class M-4
Certificates (after taking into account the payment of the Class
M-4 Principal
Distribution Amount on such Distribution Date), (vi) the
Certificate Principal
Balance of the Class M-5 Certificates (after taking into account
the payment of
the Class M-5 Principal Distribution Amount on such Distribution
Date), (vii)
the Certificate Principal Balance of the Class M-6 Certificates
(after taking
into account the payment of the Class M-6 Principal Distribution
Amount on such
Distribution Date), (viii) the Certificate Principal Balance of the
Class M-7
Certificates (after taking into account the payment of the Class
M-7 Principal
Distribution Amount on such Distribution Date), (ix) the
Certificate Principal
Balance of the Class M-8 Certificates (after taking into account
the payment of
the Class M-8 Principal Distribution Amount on such Distribution
Date), (x) the
Certificate Principal Balance of the Class M-9 Certificates (after
taking into
account the payment of the Class M-9 Principal Distribution Amount
on such
Distribution Date) and (xi) the Certificate Principal Balance of
the Class M-10
Certificates immediately prior to such Distribution Date over (y)
the lesser of
(A) the product of (i) [_]% and (ii) the aggregate Stated Principal
Balance of
the Mortgage Loans as of the last day of the related Due Period
(after giving
effect to scheduled payments of principal due during the related
Due Period, to
the extent received or advanced, and unscheduled collections of
principal
received during the related Prepayment Period) and (B) the
aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due
Period (after giving effect to scheduled payments of principal due
during the
related Due Period, to the extent received or advanced, and
unscheduled
collections of principal received during the related Prepayment
Period) minus
$[_].
"Class P
Certificate": Any one of the Class P Certificates
executed by the Trustee, and authenticated and delivered by the
Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-P,
representing
the right to distributions as set forth herein and therein and
evidencing a
Regular Interest in REMIC V for purposes of the REMIC
Provisions.
"Class P Interest": An uncertificated interest in the Trust
Fund held by the Trustee on behalf of the Holders of the Class P
Certificates,
evidencing a Regular Interest in REMIC III for purposes of the
REMIC Provisions.
"Class R Certificate": Any one of the Class R Certificates
executed, authenticated and delivered by the Trustee, substantially
in the form
annexed hereto as Exhibit A-R and evidencing the ownership of the
Class R-I
Interest, the Class R-II Interest and the Class R-III Interest.
"Class R-I Interest": The uncertificated Residual Interest in
REMIC I.
"Class R-II Interest": The uncertificated Residual Interest in
REMIC II.
"Class R-III Interest": The uncertificated Residual Interest
in REMIC III.
"Class R-IV Interest": The uncertificated Residual Interest in
REMIC IV.
"Class R-V
Interest": The uncertificated Residual Interest in
REMIC V.
"Class R-VI Interest": The uncertificated Residual Interest in
REMIC VI.
"Class R-X Certificate": Any one of the Class R-X Certificates
executed by the Trustee and authenticated and delivered by the
Certificate
Registrar, substantially in the form annexed hereto as Exhibit
A-R-X and
evidencing the ownership of the Class R-IV Interest, the Class R-V
Interest and
the Class R-VI Interest.
"Closing Date":
[_].
"Code": The Internal
Revenue Code of 1986, as amended.
"Collection Account": The account or accounts created and
maintained by the Master Servicer pursuant to Section 3.04(a),
which shall be
entitled "Ameriquest Mortgage Company, as Master Servicer for [_],
as Trustee,
in trust for the registered holders of Argent Securities Inc.,
Asset-Backed
Pass-Through Certificates, Series [_]." The Collection Account must
be an
Eligible Account.
"Combined Loan-to-Value Ratio": As of any date of
determination, and with respect to second lien Mortgage Loans, the
fraction,
expressed as a percentage, the numerator of which is (i) the sum of
(a) the
outstanding principal balance of the related first-lien mortgage
loan plus (b)
the Stated Principal Balance of the related second-lien mortgage
loan and the
denominator of which is (ii) the Value of the related Mortgaged
Property.
"Commission": The Securities and Exchange Commission.
"Compensating Interest": As defined in Section 4.03(e) hereof.
"Corporate Trust Office": The principal corporate trust office
of the Trustee at which at any particular time its corporate trust
business in
connection with this Agreement shall be administered, which office
at the date
of the execution of this instrument is located at 1761 East St.
Andrew Place,
Santa Ana, California 92705-4934, or at such other address as the
Trustee may
designate from time to time by notice to the Certificateholders,
the Depositor
and the Master Servicer.
"Corresponding Certificate": With respect to each REMIC II
Regular Interest as follows:
REMIC II Regular Interest
Class
-------------------------
-----
REMIC II Regular Interest II-LTA1
A-1
REMIC II Regular Interest II-LTA2A
A-2A
REMIC II Regular Interest II-LTA2B
A-2B
REMIC II Regular Interest II-LTA2C
A-2C
REMIC II Regular Interest II-LTA2D
A-2D
REMIC II Regular Interest II-LTM1
M-1
REMIC II Regular Interest II-LTM2
M-2
REMIC II Regular Interest II-LTM3
M-3
REMIC II Regular Interest II-LTM4
M-4
REMIC II Regular Interest II-LTM5
M-5
REMIC II Regular Interest II-LTM6
M-6
REMIC II Regular Interest II-LTM7
M-7
REMIC II Regular Interest II-LTM8
M-8
REMIC II Regular Interest II-LTM9
M-9
REMIC II Regular Interest II-LTM10
M-10
REMIC II Regular Interest II-LTP
P
"Credit Enhancement Percentage": For any Distribution Date and
the Class A Certificates and any Class of Mezzanine Certificates,
the percentage
equivalent of a fraction, calculated after taking into account
distribution of
the Group I Principal Distribution Amount and the Group II
Principal
Distribution Amount to the Certificates then entitled to
distributions of
principal on such Distribution Date, the numerator of which is the
sum of the
aggregate Certificate Principal Balance of the Classes of
Certificates with a
lower distribution priority than such Class, and the denominator of
which is the
aggregate Stated Principal Balance of the Mortgage Loans as of the
last day of
the related Due Period (after giving effect to scheduled payments
of principal
due during the related Due Period, to the extent received or
advanced, and
unscheduled collections of principal received during the related
Prepayment
Period).
"Cumulative Loss Percentage": With respect to any Distribution
Date, the percentage equivalent of a fraction, the numerator of
which is the
aggregate amount of Realized Losses incurred from the Cut-off Date
to the last
day of the preceding calendar month (reduced by the aggregate
amount of
Subsequent Recoveries received from the Cut-off Date through the
last day of the
related Due Period) and the denominator of which is the aggregate
Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date.
"Custodian": A
Custodian, which shall initially be [_].
"Cut-off Date": With respect to any Mortgage Loan, the close
of business on [_]. With respect to all Qualified Substitute
Mortgage Loans,
their respective dates of substitution. References herein to the
"Cut-off Date,"
when used with respect to more than one Mortgage Loan, shall be to
the
respective Cut-off Dates for such Mortgage Loans.
"Debt Service Reduction": With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment for such Mortgage Loan
by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code,
except such a
reduction resulting from a Deficient Valuation.
"Deficient Valuation": With respect to any Mortgage Loan, a
valuation of the related Mortgaged Property by a court of competent
jurisdiction
in an amount less than the then outstanding Stated Principal
Balance of the
Mortgage Loan, which valuation results from a proceeding initiated
under the
Bankruptcy Code.
"Definitive Certificates": As defined in Section 5.01(b).
"Deleted Mortgage Loan": A Mortgage Loan replaced or to be
replaced by a Qualified Substitute Mortgage Loan.
"Delinquency Percentage": With respect to any Distribution
Date, the percentage equivalent of a fraction, the numerator of
which is the
aggregate Stated Principal Balance of all Mortgage Loans as of the
last day of
the previous calendar month that, as of such last day of the
previous calendar
month, are 60 or more days delinquent (measured under the OTS
delinquency
calculation methodology and with respect to modifications, measured
as set forth
below), are in foreclosure, have been converted to REO Properties
or have been
discharged by reason of bankruptcy, and the denominator of which is
the
aggregate Stated Principal Balance of the Mortgage Loans and REO
Properties as
of the last day of the previous calendar month; provided, however,
that any
Mortgage Loan purchased by the Master Servicer or the NIMS Insurer
pursuant to
Section 3.16 shall not be included in either the numerator or the
denominator
for purposes of calculating the Delinquency Percentage.
"Depositor": Argent Securities Inc., a Delaware corporation,
or its successor in interest.
"Depository": The Depository Trust Company, or any successor
Depository hereafter named. The nominee of the initial Depository,
for purposes
of registering those Certificates that are to be Book-Entry
Certificates, is
Cede & Co. The Depository shall at all times be a "clearing
corporation" as
defined in Section 8-102(3) of the Uniform Commercial Code of the
State of New
York and a "clearing agency" registered pursuant to the provisions
of Section
17A of the Securities Exchange Act of 1934, as amended.
"Depository Institution": Any depository institution or trust
company, including the Trustee, that (a) is incorporated under the
laws of the
United States of America or any State thereof, (b) is subject to
supervision and
examination by federal or state banking authorities and (c) has
outstanding
unsecured commercial paper or other short-term unsecured debt
obligations that
are rated "P-1" by Moody's, "F-1" by Fitch and "A-1" by S&P (or
comparable
ratings if Moody's, Fitch and S&P are not the Rating
Agencies).
"Depository Participant": A broker, dealer, bank or other
financial institution or other Person for whom from time to time a
Depository
effects book-entry transfers and pledges of securities deposited
with the
Depository.
"Determination Date": With respect to each Distribution Date,
the 10th day of the calendar month in which such Distribution Date
occurs or, if
such 10th day is not a Business Day, the Business Day immediately
preceding such
10th day.
"Directly Operate": With respect to any REO Property, the
furnishing or rendering of services to the tenants thereof, the
management or
operation of such REO Property, the holding of such REO Property
primarily for
sale to customers, the performance of any construction work thereon
or any use
of such REO Property in a trade or business conducted by REMIC I
other than
through an Independent Contractor; provided, however, that the
Trustee (or the
Master Servicer on behalf of the Trustee) shall not be considered
to Directly
Operate an REO Property solely because the Trustee (or the Master
Servicer on
behalf of the Trustee) establishes rental terms, chooses tenants,
enters into or
renews leases, deals with taxes and insurance, or makes decisions
as to repairs
or capital expenditures with respect to such REO Property.
"Disqualified Organization": Any of the following: (i) the
United States, any State or political subdivision thereof, any
possession of the
United States, or any agency or instrumentality of any of the
foregoing (other
than an instrumentality which is a corporation if all of its
activities are
subject to tax and, except for Freddie Mac, a majority of its board
of directors
is not selected by such governmental unit), (ii) any foreign
government, any
international organization, or any agency or instrumentality of any
of the
foregoing, (iii) any organization (other than certain farmers'
cooperatives
described in Section 521 of the Code) which is exempt from the tax
imposed by
Chapter 1 of the Code (including the tax imposed by Section 511 of
the Code on
unrelated business taxable income), (iv) rural electric and
telephone
cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an
"electing
large partnership" and (vi) any other Person so designated by the
Trustee based
upon an Opinion of Counsel that the holding of an Ownership
Interest in a
Residual Certificate by such Person may cause any Trust REMIC or
any Person
having an Ownership Interest in any Class of Certificates (other
than such
Person) to incur a liability for any federal tax imposed under the
Code that
would not otherwise be imposed but for the Transfer of an Ownership
Interest in
a Residual Certificate to such Person. The terms "United States,"
"State" and
"international organization" shall have the meanings set forth in
Section 7701
of the Code or successor provisions.
"Distribution Account": The trust account or accounts created
and maintained by the Trustee pursuant to Section 3.04(e), which
shall be
entitled "[_], as Trustee, in trust for the registered Holders of
Argent
Securities Inc., Asset-Backed Pass-Through Certificates, Series
[_]." The
Distribution Account must be an Eligible Account.
"Distribution Date": The 25th day of any month, or if such
25th day is not a Business Day, the next succeeding Business Day,
commencing in
[_].
"Due Date": With respect to each Distribution Date, the first
day of the calendar month in which such Distribution Date occurs,
which is the
day of the month on which the Monthly Payment is due on a Mortgage
Loan,
exclusive of any days of grace.
"Due Period": With respect to any Distribution Date, the
period commencing on the second day of the month immediately
preceding the month
in which such Distribution Date occurs and ending on the related
Due Date.
"Eligible Account": Any of (i) an account or accounts
maintained with a Depository Institution or trust company the
short-term
unsecured debt obligations of which are rated "F-1" by Fitch, "P-1"
by Moody's
and "A-1+" by S&P (or comparable ratings if Fitch, Moody's and
S&P are not the
Rating Agencies) at the time any amounts are held on deposit
therein, (ii) an
account or accounts the deposits in which are fully insured by the
FDIC or (iii)
a trust account or accounts maintained with the corporate trust
department of a
federal or state chartered depository institution or trust company
acting in its
fiduciary capacity. Eligible Accounts may bear interest.
"ERISA": The Employee Retirement Income Security Act of 1974,
as amended.
"Escrow Account": The account or accounts created and
maintained pursuant to Section 3.04(c).
"Escrow Payments": The amounts constituting taxes, and/or fire
and hazard insurance premiums escrowed by the Mortgagor with the
mortgagee
pursuant to a voluntary escrow agreement related to any Mortgage
Loan.
"Estate in Real Property": A fee simple estate or leasehold
estate in a parcel of land.
"Excess Overcollateralized Amount": With respect to the Class
A Certificates and the Mezzanine Certificates and any Distribution
Date, the
excess, if any, of (i) the Overcollateralized Amount for such
Distribution Date
(calculated for this purpose only after assuming that 100% of the
Principal
Remittance Amount on such Distribution Date has been distributed)
over (ii) the
Overcollateralization Target Amount for such Distribution Date.
"Expense Adjusted Net Maximum Mortgage Rate": With respect to
any Mortgage Loan (or the related REO Property), as of any date
of
determination, a per annum rate of interest equal to the applicable
Maximum
Mortgage Rate (or the Mortgage Rate for such Mortgage Loan in the
case of any
Fixed-Rate Mortgage Loan) as of the first day of the month
preceding the month
in which the Distribution Date occurs minus the sum of (i) the
Trustee Fee Rate
and (ii) the Servicing Fee Rate.
"Expense Adjusted Net Mortgage Rate": With respect to any
Mortgage Loan (or the related REO Property), as of any date of
determination, a
per annum rate of interest equal to the applicable Mortgage Rate
thereon as of
the first day of the month preceding the month in which the
Distribution Date
occurs minus the sum of (i) the Trustee Fee Rate and (ii) the
Servicing Fee
Rate.
"Extraordinary Trust Fund Expense": Any amounts reimbursable
to the Trustee, or any director, officer, employee or agent of the
Trustee, from
the Trust Fund pursuant to Section 8.05, any amounts payable from
the
Distribution Account in respect of taxes pursuant to Section
10.01(g)(iii) and
any amounts payable by the Trustee for the recording of the
Assignments pursuant
to Section 2.01.
"Fannie Mae": Fannie Mae, formally known as the Federal
National Mortgage Association, or any successor thereto.
"FDIC": Federal Deposit Insurance Corporation or any successor
thereto.
"Final Recovery Determination": With respect to any defaulted
Mortgage Loan or any REO Property (other than a Mortgage Loan or
REO Property
purchased by the Seller, the Depositor or the Master Servicer
pursuant to or as
contemplated by Section 2.03, Section 3.16(a) or Section 9.01), a
determination
made by the Master Servicer that all Insurance Proceeds,
Liquidation Proceeds
and other payments or recoveries which the Master Servicer, in its
reasonable
good faith judgment, expects to be finally recoverable in respect
thereof have
been so recovered. The Master Servicer shall maintain records,
prepared by a
Servicing Officer, of each Final Recovery Determination made
thereby.
"Final Stated Maturity Date": The Distribution Date occurring
in January 2036.
"Fitch": Fitch Ratings, or its successor in interest.
"Fixed-Rate Certificates": None.
"Fixed-Rate Mortgage Loan": Each of the Mortgage Loans
identified on the Mortgage Loan Schedule as having a fixed Mortgage
Rate.
"Fixed Swap Payment": With respect to any Distribution Date, a
fixed amount equal to the Fixed Rate Payer Payment Amount, as
defined in the
Interest Rate Swap Agreement.
"Floating Swap Payment": With respect to any Swap Payment
Date, a floating amount equal to the product of (i) LIBOR (as
determined
pursuant to the Interest Rate Swap Agreement for such Swap Payment
Date), (ii)
the related Base Calculation Amount (as defined in the Interest
Rate Swap
Agreement), (iii) 250 and (iv) a fraction, the numerator of which
is the actual
number of days elapsed from and including the previous Swap Payment
Date to but
excluding the current Swap Payment Date (or, for the first Swap
Payment Date,
the actual number of days elapsed from the Closing Date to but
excluding the
first Swap Payment Date), and the denominator of which is 360.
"Formula Rate": For any Distribution Date and each Class of
Adjustable-Rate Certificates, the lesser of (i) One-Month LIBOR
plus the related
Certificate Margin and (ii) the related Maximum Cap Rate.
"Freddie
Mac": Freddie Mac, formally known as the Federal Home
Loan Mortgage Corporation, or any successor thereto.
"Gross Margin": With respect to each Adjustable-Rate Mortgage
Loan, the fixed percentage set forth in the related Mortgage Note
that is added
to the Index on each Adjustment Date in accordance with the terms
of the related
Mortgage Note to determine the Mortgage Rate for such
Adjustable-Rate Mortgage
Loan.
"Group I Allocation Percentage": With respect to the Group I
Certificates and any Distribution Date, the percentage equivalent
of a fraction,
the numerator of which is (x) the Group I Principal Remittance
Amount for such
Distribution Date and the denominator of which is (y) the Principal
Remittance
Amount for such Distribution Date.
"Group I Certificates": The Class A-1 Certificates.
"Group I Interest Remittance Amount": With respect to any
Distribution Date, that portion of the Available Funds for such
Distribution
Date that represents interest received or advanced on the Group I
Mortgage
Loans, minus an amount equal to the Group I Net WAC Allocation
Percentage of any
Net Swap Payment or Swap Termination Payment (other than
termination payments
resulting from a Swap Provider Trigger Event) paid to the Interest
Rate Swap
Provider.
"Group I Mortgage Loan": A Mortgage Loan assigned to Loan
Group I. All Group I Mortgage Loans have a principal balance at
origination that
conforms to Freddie Mac loan limits.
"Group I Net WAC Allocation Percentage" for any Distribution
Date will be the percentage equivalent of a fraction, the numerator
of which
will be (x) the aggregate principal balance of the Group I Mortgage
Loans as of
the first day of the related Due Period and the denominator of
which will be (y)
the aggregate principal balance of the Mortgage Loans as of the
first day of the
related Due Period.
"Group I Principal Distribution Amount": With respect to any
Distribution Date, the sum of (i) the principal portion of each
Monthly Payment
on the Group I Mortgage Loans due during the related Due Period, to
the extent
received on or prior to the related Determination Date or advanced
prior to such
Distribution Date; (ii) the Stated Principal Balance of any Group I
Mortgage
Loan that was purchased during the related Prepayment Period
pursuant to or as
contemplated by Section 2.03, Section 3.16(a) or Section 9.01 and
the amount of
any shortfall deposited in the Collection Account in connection
with the
substitution of a Deleted Mortgage Loan in Loan Group I pursuant to
Section 2.03
during the related Prepayment Period; (iii) the principal portion
of all other
unscheduled collections (including, without limitation, Principal
Prepayments,
Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries and
REO
Principal Amortization) received during the related Prepayment
Period on the
Group I Mortgage Loans, net of any portion thereof that represents
a recovery of
principal for which an Advance was made by the Master Servicer
pursuant to
Section 4.03 in respect of a preceding Distribution Date; and (iv)
the Group I
Allocation Percentage of the amount of any Overcollateralization
Increase Amount
for such Distribution Date; MINUS (v) the Group I Allocation
Percentage of the
amount of any Overcollateralization Reduction Amount for such
Distribution Date.
In no event shall the Group I Principal Distribution Amount with
respect to any
Distribution Date be (x) less than zero or (y) greater than the
then outstanding
aggregate Certificate Principal Balance of the Class A and
Mezzanine
Certificates.
"Group I Principal Remittance Amount": With respect to any
Distribution Date, the sum of the amounts described in clauses (i)
through (iii)
of the definition of Group I Principal Distribution Amount.
"Group II Allocation Percentage": With respect to the Group II
Certificates and any Distribution Date, the percentage equivalent
of a fraction,
the numerator of which is (x) the Group II Principal Remittance
Amount for such
Distribution Date and the denominator of which is (y) the Principal
Remittance
Amount for such Distribution Date.
"Group II Certificates": The Class A-2A, Class A-2B, Class
A-2C and Class A-2D Certificates.
"Group II Interest Remittance Amount": With respect to any
Distribution Date, that portion of the Available Funds for such
Distribution
Date that represents interest received or advanced on the Group II
Mortgage
Loans, minus an amount equal to the Group II Net WAC Allocation
Percentage of
any Net Swap Payment or Swap Termination Payment (other than
termination
payments resulting from a Swap Provider Trigger Event) paid to the
Interest Rate
Swap Provider.
"Group II Mortgage Loan": A Mortgage Loan assigned to Loan
Group II, all with a principal balance at origination that may or
may not
conform to Fannie Mae or Freddie Mac loan limits.
"Group II Net WAC Allocation Percentage" for any Distribution
Date will be the percentage equivalent of a fraction, the numerator
of which
will be (x) the aggregate principal balance of the Group II
Mortgage Loans as of
the first day of the related Due Period and the denominator of
which will be (y)
the aggregate principal balance of the Mortgage Loans as of the
first day of the
related Due Period.
"Group II Principal Distribution Amount": With respect to any
Distribution Date, the sum of (i) the principal portion of each
Monthly Payment
on the Group II Mortgage Loans due during the related Due Period,
to the extent
received on or prior to the related Determination Date or advanced
prior to such
Distribution Date; (ii) the Stated Principal Balance of any Group
II Mortgage
Loan that was purchased during the related Prepayment Period
pursuant to or as
contemplated by Section 2.03, Section 3.16(a) or Section 9.01 and
the amount of
any shortfall deposited in the Collection Account in connection
with the
substitution of a Deleted Mortgage Loan in Loan Group II pursuant
to Section
2.03 during the related Prepayment Period; (iii) the principal
portion of all
other unscheduled collections (including, without limitation,
Principal
Prepayments, Insurance Proceeds, Liquidation Proceeds, Subsequent
Recoveries and
REO Principal Amortization) received during the related Prepayment
Period on the
Group II Mortgage Loans, net of any portion thereof that represents
a recovery
of principal for which an Advance was made by the Master Servicer
pursuant to
Section 4.03 in respect of a preceding Distribution Date and (iv)
the Group II
Allocation Percentage of the amount of any Overcollateralization
Increase Amount
for such Distribution Date; MINUS (v) the Group II Allocation
Percentage of the
amount of any Overcollateralization Reduction Amount for such
Distribution Date.
In no event shall the Group II Principal Distribution Amount with
respect to any
Distribution Date be (x) less than zero or (y) greater than the
then outstanding
aggregate Certificate Principal Balance of the Class A and
Mezzanine
Certificates.
"Group II Principal Remittance Amount": With respect to any
Distribution Date, the sum of the amounts described in clauses (i)
through (iii)
of the definition of Group II Principal Distribution Amount.
"Highest Priority": As of any date of determination, the Class
of Mezzanine Certificates then outstanding with a Certificate
Principal Balance
greater than zero, with the highest priority for payments pursuant
to Section
4.01, in the following order of decreasing priority: the Class M-1
Certificates,
the Class M-2 Certificates, the Class M-3 Certificates, the Class
M-4
Certificates, the Class M-5 Certificates, the Class M-6
Certificates, the Class
M-7 Certificates, the Class M-8 Certificates, the Class M-9
Certificates and the
Class M-10 Certificates.
"HOEPA": The Home Ownership and Equity Protection Act of 1994.
"Indenture": An indenture relating to the issuance of notes
secured by all or a portion of the Class CE Certificates, the Class
P
Certificates and/or the Residual Certificates, which may or may not
be
guaranteed by the NIMS Insurer.
"Independent": When used with respect to any specified Person,
any such Person who (a) is in fact independent of the Depositor,
the Master
Servicer, the Seller and their respective Affiliates, (b) does not
have any
direct financial interest in or any material indirect financial
interest in the
Depositor, the Seller, the Master Servicer or any Affiliate
thereof, and (c) is
not connected with the Depositor, the Seller, the Master Servicer
or any
Affiliate thereof as an officer, employee, promoter, underwriter,
trustee,
partner, director or Person performing similar functions; provided,
however,
that a Person shall not fail to be Independent of the Depositor,
the Seller, the
Master Servicer or any Affiliate thereof merely because such Person
is the
beneficial owner of 1% or less of any class of securities issued by
the
Depositor or the Master Servicer or any Affiliate thereof, as the
case may be.
"Independent Contractor": Either (i) any Person (other than
the Master Servicer) that would be an "independent contractor" with
respect to
REMIC I within the meaning of Section 856(d)(3) of the Code if such
REMIC were a
real estate investment trust (except that the ownership tests set
forth in that
section shall be considered to be met by any Person that owns,
directly or
indirectly, 35% or more of any Class of Certificates), so long as
such REMIC
does not receive or derive any income from such Person and provided
that the
relationship between such Person and such REMIC is at arm's length,
all within
the meaning of Treasury Regulation Section 1.856-4(b)(5), or (ii)
any other
Person (including the Master Servicer) if the Trustee has received
an Opinion of
Counsel to the effect that the taking of any action in respect of
any REO
Property by such Person, subject to any conditions therein
specified, that is
otherwise herein contemplated to be taken by an Independent
Contractor shall not
cause such REO Property to cease to qualify as "foreclosure
property" within the
meaning of Section 860G(a)(8) of the Code (determined without
regard to the
exception applicable for purposes of Section 860D(a) of the Code),
or cause any
income realized in respect of such REO Property to fail to qualify
as Rents from
Real Property.
"Index": With respect to each Adjustable-Rate Mortgage Loan
and each related Adjustment Date, the average of the interbank
offered rates for
six-month United States dollar deposits in the London market as
published in THE
WALL STREET JOURNAL and as most recently available as of the first
business day
45 days or more prior to such Adjustment Date, as specified in the
related
Mortgage Note.
"Insurance Proceeds": Proceeds of any title policy, hazard
policy or other insurance policy covering a Mortgage Loan to the
extent such
proceeds are not to be applied to the restoration of the related
Mortgaged
Property or released to the Mortgagor in accordance with the
procedures that the
Master Servicer would follow in servicing mortgage loans held for
its own
account, subject to the terms and conditions of the related
Mortgage Note and
Mortgage.
"Interest Accrual Period": With respect to any Distribution
Date and the Adjustable-Rate Certificates, the period commencing on
the
Distribution Date in the month immediately preceding the month in
which such
Distribution Date occurs (or, in the case of the first Distribution
Date,
commencing on the Closing Date) and ending on the day preceding
such
Distribution Date. With respect to any Distribution Date and the
Class CE
Certificates and the REMIC II Regular Interests, the one-month
period ending on
the last day of the calendar month preceding the month in which
such
Distribution Date occurs.
"Interest Carry Forward Amount": With respect to any
Distribution Date and any Class of Class A Certificates or
Mezzanine
Certificates, the sum of (i) the amount, if any, by which (a) the
Interest
Distribution Amount for such Class of Certificates as of the
immediately
preceding Distribution Date exceeded (b) the actual amount
distributed on such
Class of Certificates in respect of interest on such immediately
preceding
Distribution Date and (ii) the amount of any Interest Carry Forward
Amount for
such Class of Certificates remaining undistributed from the
previous
Distribution Date, plus accrued interest thereon calculated at the
related
Pass-Through Rate for the most recently ended Interest Accrual
Period.
"Interest Determination Date": With respect to the
Adjustable-Rate Certificates, and solely for purposes of
calculating the Marker
Rate, REMIC II Regular Interest II-LTA1, REMIC II Regular Interest
II-LTA2A,
REMIC II Regular Interest II-LTA2B, REMIC II Regular Interest
II-LTA2C, REMIC II
Regular Interest II-LTA2D, REMIC II Regular Interest II-LTM1, REMIC
II Regular
Interest II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II
Regular Interest
II-LTM4, REMIC II Regular Interest II-LTM5, REMIC II Regular
Interest II-LTM6,
REMIC II Regular Interest II-LTM7, REMIC II Regular Interest
II-LTM8, REMIC II
Regular Interest II-LTM9 and REMIC II Regular Interest II-LTM10 and
any Interest
Accrual Period therefor (other than the first Interest Accrual
Period), the
second LIBOR Business Day preceding the commencement of such
Interest Accrual
Period.
"Interest Distribution Amount": With respect to any
Distribution Date and any Class of Class A Certificates or
Mezzanine
Certificates and the Class CE Certificates, the aggregate Accrued
Certificate
Interest on the Certificates of such Class for such Distribution
Date.
"Interest Rate Swap Agreement": The 1992 ISDA Master Agreement
(Multicurrency-Cross Border) dated as of [_] (together with the
schedule
thereto, the Master Agreement) between [_] and the Trustee, an ISDA
Credit
Support Annex (Bilateral Form-New York Law) as of the same date,
which
supplements, forms part of, and is subject to the Master Agreement,
and a
confirmation of the same date, which supplements and forms part of
the Master
Agreement, reference #[_].
"Interest Rate Swap Provider": Bear Stearns Financial Products
Inc. or any successor under the Interest Rate Swap Agreement.
"Late Collections": With respect to any Mortgage Loan and any
Due Period, all amounts received subsequent to the Determination
Date
immediately following such Due Period, whether as late payments of
Monthly
Payments or as Insurance Proceeds, Liquidation Proceeds, Subsequent
Recoveries
or otherwise, which represent late payments or collections of
principal and/or
interest due (without regard to any acceleration of payments under
the related
Mortgage and Mortgage Note) but delinquent for such Due Period and
not
previously recovered.
"LIBOR Business Day": Any day on which banks in the City of
London and the City of New York are open and conducting
transactions in United
States dollars.
"Liquidation Event": With respect to any Mortgage Loan, any of
the following events: (i) such Mortgage Loan is paid in full; (ii)
a Final
Recovery Determination is made as to such Mortgage Loan; or (iii)
such Mortgage
Loan is removed from REMIC I by reason of its being purchased, sold
or replaced
pursuant to or as contemplated by Section 2.03, Section 3.16(a) or
Section 9.01.
With respect to any REO Property, either of the following events:
(i) a Final
Recovery Determination is made as to such REO Property; or (ii)
such REO
Property is removed from REMIC I by reason of its being purchased
pursuant to
Section 9.01.
"Liquidation Proceeds": The amount (other than Insurance
Proceeds or amounts received in respect of the rental of any REO
Property prior
to REO Disposition) received by the Master Servicer in connection
with (i) the
taking of all or a part of a Mortgaged Property by exercise of the
power of
eminent domain or condemnation, (ii) the liquidation of a defaulted
Mortgage
Loan through a trustee's sale, foreclosure sale or otherwise or
(iii) the
repurchase, substitution or sale of a Mortgage Loan or an REO
Property pursuant
to or as contemplated by Section 2.03, Section 3.13, Section
3.16(a) or Section
9.01.
"Loan Group": Loan Group I or Loan Group II, as the context
requires.
"Loan Group I": The group of Mortgage Loans identified in the
Mortgage Loan Schedule as having been assigned to Loan Group I.
"Loan Group II": The group of Mortgage Loans identified in the
Mortgage Loan Schedule as having been assigned to Loan Group
II.
"Loan-to-Value Ratio": As of any date of determination, the
fraction, expressed as a percentage, the numerator of which is the
Stated
Principal Balance of the related Mortgage Loan at such date and the
denominator
of which is the Value of the related Mortgaged Property.
"Loss Mitigation Action Plan": The policies and procedures set
forth in Exhibit I hereto relating to the realization on delinquent
Mortgage
Loans, which are incorporated by reference into this Agreement and
shall be
deemed a part hereof.
"Lost Note Affidavit": With respect to any Mortgage Loan as to
which the original Mortgage Note has been permanently lost,
misplaced or
destroyed and has not been replaced, an affidavit from the Seller
certifying
that the original Mortgage Note has been lost, misplaced or
destroyed (together
with a copy of the related Mortgage Note) and indemnifying the
Trust Fund
against any loss, cost or liability resulting from the failure to
deliver the
original Mortgage Note, in the form of Exhibit B hereto.
"Marker Rate": With respect to the Class CE Interest and any
Distribution Date, a per annum rate equal to two (2) times the
weighted average
of the REMIC II Remittance Rate for REMIC II Regular Interest
II-LTA1, REMIC II
Regular Interest II-LTA2A, REMIC II Regular Interest II-LTA2B,
REMIC II Regular
Interest II-LTA2C, REMIC II Regular Interest II-LTA2D, REMIC II
Regular Interest
II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II Regular
Interest II-LTM3,
REMIC II Regular Interest II-LTM4, REMIC II Regular Interest
II-LTM5, REMIC II
Regular Interest II-LTM6, REMIC II Regular Interest II-LTM7, REMIC
II Regular
Interest II-LTM8, REMIC II Regular Interest II-LTM9, REMIC II
Regular Interest
II-LTM10, and REMIC II Regular Interest II-LTZZ, with the rate on
each such
REMIC II Regular Interest (other than REMIC II Regular Interest
II-LTZZ) subject
to the lesser of (i) LIBOR plus the related Certificate Margin and
(ii) the
related Net WAC Pass-Through Rate for the purpose of this
calculation for such
Distribution Date and with the rate on REMIC II Regular Interest
II-LTZZ subject
to a cap of zero for the purpose of this calculation; provided,
however, that
solely for this purpose, calculations of the REMIC II Remittance
Rate and the
related caps with respect to REMIC II Regular Interest II-LTA1,
REMIC II Regular
Interest II-LTA2A, REMIC II Regular Interest II-LTA2B, REMIC II
Regular Interest
II-LTA2C, REMIC II Regular Interest II-LTA2D, REMIC II Regular
Interest II-LTM1,
REMIC II Regular Interest II-LTM2, REMIC II Regular Interest
II-LTM3, REMIC II
Regular Interest II-LTM4, REMIC II Regular Interest II-LTM5, REMIC
II Regular
Interest II-LTM6, REMIC II Regular Interest II-LTM7, REMIC II
Regular Interest
II-LTM8, REMIC II Regular Interest II-LTM9 and REMIC II Regular
Interest
II-LTM10, shall be multiplied by a fraction, the numerator of which
is the
actual number of days in the Interest Accrual Period and the
denominator of
which is 30.
"Master Servicer": Ameriquest Mortgage Company or any
successor master servicer appointed as herein provided, in its
capacity as
Master Servicer hereunder.
"Master Servicer Event of Default": One or more of the events
described in Section 7.01.
"Master Servicer Prepayment Charge Payment Amount": The
amounts payable by the Master Servicer pursuant to Section 2.03(b)
in respect of
any waived (or, with respect to subsequent changes of law, any
unenforceable)
Prepayment Charges.
"Master Servicer Remittance Date": With respect to any
Distribution Date, 3:00 p.m. New York time on the last Business Day
preceding
such Distribution Date.
"Master Servicer Reporting Date": With respect to any
Distribution Date, 3:00 p.m. New York time on the 18th day of the
calendar month
in which such Distribution Date occurs or, if such 18th day is not
a Business
Day, the Business Day immediately succeeding such 18th day.
"Master Servicer Termination Test": With respect to any
Distribution Date, the Master Servicer Termination Test shall be
failed if the
Cumulative Loss Percentage exceeds [_]%.
"Maximum Cap Rate": For any Distribution Date with respect to
the Group I Certificates, a per annum rate equal to the sum of (i)
the product
of (x) the weighted average of the Expense Adjusted Net Maximum
Mortgage Rates
of the Group I Mortgage Loans minus an amount, expressed as a
percentage, equal
to the Net Swap Payment and Swap Termination Payment, if any (other
than
termination payments resulting from a Swap Provider Trigger Event),
due from the
Trust for such Distribution Date, multiplied by 12, weighted on the
basis of the
outstanding Stated Principal Balances of the Group I Mortgage Loans
as of the
first day of the month preceding the month of such Distribution
Date (after
giving effect to scheduled payments of principal due during the
related Due
Period, to the extent received or advanced, and unscheduled
collections of
principal received during the related Prepayment Period) and (y) a
fraction, the
numerator of which is 30 and the denominator of which is the actual
number of
days elapsed in the related Interest Accrual Period and (ii) an
amount,
expressed as a percentage, equal to a fraction, the numerator of
which is equal
to the Net Swap Payment made by the Interest Rate Swap Provider and
the
denominator of which is equal to the aggregate Stated Principal
Balance of the
Mortgage Loans, multiplied by 12.
For any Distribution Date with respect to the Group II
Certificates, a per annum rate equal to the sum of (i) the product
of (x) the
weighted average of the Expense Adjusted Net Maximum Mortgage Rates
of the Group
II Mortgage Loans minus an amount, expressed as a percentage, equal
to the Net
Swap Payment and Swap Termination Payment, if any (other than
termination
payments resulting from a Swap Provider Trigger Event), due from
the Trust for
such Distribution Date, multiplied by 12, weighted on the basis of
the
outstanding Stated Principal Balances of the Group II Mortgage
Loans as of the
first day of the month preceding the month of such Distribution
Date (after
giving effect to scheduled payments of principal due during the
related Due
Period, to the extent received or advanced, and unscheduled
collections of
principal received during the related Prepayment Period) and (y) a
fraction, the
numerator of which is 30 and the denominator of which is the actual
number of
days elapsed in the related Interest Accrual Period and (ii) an
amount,
expressed as a percentage, equal to a fraction, the numerator of
which is equal
to the Net Swap Payment made by the Interest Rate Swap Provider and
the
denominator of which is equal to the aggregate Stated Principal
Balance of the
Mortgage Loans, multiplied by 12.
For any Distribution Date with respect to the Mezzanine
Certificates, a per annum rate equal to the sum of (i) the product
of (x) the
weighted average (weighted on the basis of the results of
subtracting from the
aggregate Stated Principal Balance of the applicable Loan Group,
the current
Certificate Principal Balance of the related Class A Certificates)
of the
weighted average of the Expense Adjusted Net Maximum Mortgage Rates
of the Group
I Mortgage Loans and the Group II Mortgage Loans, in each case,
weighted on the
basis of the outstanding Stated Principal Balances of the related
Mortgage Loans
as of the first day of the month preceding the month of such
Distribution Date
(after giving effect to scheduled payments of principal due during
the related
Due Period, to the extent received or advanced, and unscheduled
collections of
principal received during the related Prepayment Period) and (y) a
fraction, the
numerator of which is 30 and the denominator of which is the actual
number of
days elapsed in the related Interest Accrual Period and (ii) an
amount,
expressed as a percentage, equal to a fraction, the numerator of
which is equal
to the Net Swap Payment made by the Interest Rate Swap Provider and
the
denominator of which is equal to the aggregate Stated Principal
Balance of the
Mortgage Loans, multiplied by 12.
"Maximum II-LTZZ Uncertificated Interest Deferral Amount":
With respect to any Distribution Date, the excess of (i) accrued
interest at the
REMIC II Remittance Rate applicable to REMIC II Regular Interest
II-LTZZ for
such Distribution Date on a balance equal to the Uncertificated
Balance of REMIC
II Regular Interest II-LTZZ minus the REMIC II
Overcollateralization Amount, in
each case for such Distribution Date, over (ii) the Uncertificated
Interest on
REMIC II Regular Interest II-LTA1, REMIC II Regular Interest
II-LTA2A, REMIC II
Regular Interest II-LTA2B, REMIC II Regular Interest II-LTA2C,
REMIC II Regular
Interest II-LTA2D, REMIC II Regular Interest II-LTM1, REMIC II
Regular Interest
II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II Regular
Interest II-LTM4,
REMIC II Regular Interest II-LTM5, REMIC II Regular Interest
II-LTM6, REMIC II
Regular Interest II-LTM7, REMIC II Regular Interest II-LTM8, REMIC
II Regular
Interest II-LTM9 and REMIC II Regular Interest II-LTM10 for such
Distribution
Date, with the rate on each such REMIC II Regular Interest subject
to a cap
equal to the lesser of (i) LIBOR plus the related Certificate
Margin and (ii)
the related Net WAC Pass-Through Rate; provided, however, that
solely for this
purpose, calculations of the REMIC II Remittance Rate and the
related caps with
respect to REMIC II Regular Interest II-LTA1, REMIC II Regular
Interest
II-LTA2A, REMIC II Regular Interest II-LTA2B, REMIC II Regular
Interest
II-LTA2C, REMIC II Regular Interest II-LTA2D, REMIC II Regular
Interest II-LTM1,
REMIC II Regular Interest II-LTM2, REMIC II Regular Interest
II-LTM3, REMIC II
Regular Interest II-LTM4, REMIC II Regular Interest II-LTM5, REMIC
II Regular
Interest II-LTM6, REMIC II Regular Interest II-LTM7, REMIC II
Regular Interest
II-LTM8, REMIC II Regular Interest II-LTM9 and REMIC II Regular
Interest
II-LTM10 shall be multiplied by a fraction, the numerator of which
is the actual
number of days in the Interest Accrual Period and the denominator
of which is
30.
"Maximum
Mortgage Rate": With respect to each Adjustable-Rate
Mortgage Loan, the percentage set forth in the related Mortgage
Note as the
maximum Mortgage Rate thereunder.
"Mezzanine Certificate": Any one of the Class M-1
Certificates, Class M-2 Certificates, Class M-3 Certificates, Class
M-4
Certificates, Class M-5 Certificates, Class M-6 Certificates, Class
M-7
Certificates, Class M-8 Certificates, Class M-9 Certificates and
Class M-10
Certificates.
"Minimum Mortgage Rate": With respect to each Adjustable-Rate
Mortgage Loan, the percentage set forth in the related Mortgage
Note as the
minimum Mortgage Rate thereunder.
"Monthly Payment": With respect to any Mortgage Loan, the
scheduled monthly payment of principal and interest on such
Mortgage Loan which
is payable by the related Mortgagor from time to time under the
related Mortgage
Note, determined: (a) after giving effect to (i) any Deficient
Valuation and/or
Debt Service Reduction with respect to such Mortgage Loan and (ii)
any reduction
in the amount of interest collectible from the related Mortgagor
pursuant to the
Relief Act; (b) without giving effect to any extension granted or
agreed to by
the Master Servicer pursuant to Section 3.02; and (c) on the
assumption that all
other amounts, if any, due under such Mortgage Loan are paid when
due.
"Moody's": Moody's Investors Service, Inc., or its successor
in interest.
"Mortgage": The mortgage, deed of trust or other instrument
creating a first lien or second lien on a Mortgaged Property
securing a Mortgage
Note.
"Mortgage File": The mortgage documents listed in Section 2.01
pertaining to a particular Mortgage Loan and any additional
documents required
to be added to the Mortgage File pursuant to this Agreement.
"Mortgage Loan": Each mortgage loan transferred and assigned
to the Trustee pursuant to Section 2.01 or Section 2.03(d) of this
Agreement, as
held from time to time as a part of REMIC I, the Mortgage Loans so
held being
identified in the Mortgage Loan Schedule.
"Mortgage Loan Purchase Agreement": The agreement between the
Seller and the Depositor, regarding the transfer of the Mortgage
Loans by the
Seller to or at the direction of the Depositor, substantially in
the form of
Exhibit D annexed hereto.
"Mortgage Loan Schedule": As of any date, the list of Mortgage
Loans included in REMIC I on such date, separately identifying the
Group I
Mortgage Loans and the Group II Mortgage Loans, attached hereto as
Schedule 1.
The Mortgage Loan Schedule shall set forth the following
information with
respect to each Mortgage Loan:
(1) the
Seller's Mortgage Loan identifying number;
(2)
[reserved];
(3) the state
and zip code of the Mortgaged Property;
(4) a code
indicating whether the Mortgaged Property is
owner-occupied;
(5) the type
of Residential Dwelling constituting the
Mortgaged Property;
(6) the
original months to maturity;
(7) the
Loan-to-Value Ratio or Combined Loan-to-Value
Ratio at origination;
(8) the
Mortgage Rate in effect immediately following the
Cut-off Date;
(9) the date
on which the first Monthly Payment was due
on the Mortgage Loan;
(10)
the stated maturity date;
(11)
the amount of the Monthly Payment due on the first
Due Date after the Cut-off Date;
(12)
the last Due Date on which a Monthly Payment was
actually applied to the unpaid Stated Principal
Balance;
(13)
the original principal amount of the Mortgage Loan;
(14)
the Scheduled Principal Balance of the Mortgage Loan
as of the close of business on the Cut-off Date;
(15)
with respect to the Adjustable-Rate Mortgage Loans,
the Gross Margin;
(16)
a code indicating the purpose of the Mortgage Loan
(I.E., purchase, refinance debt consolidation
cashout, or refinance debt consolidation no cashout);
(17)
with respect to the Adjustable-Rate Mortgage Loans,
the Maximum Mortgage Rate;
(18)
with respect to the Adjustable-Rate Mortgage Loans,
the Minimum Mortgage Rate;
(19)
the Mortgage Rate at origination;
(20)
with respect to the Adjustable-Rate Mortgage Loans,
the Periodic Rate Cap and the maximum first
Adjustment Date Mortgage Rate adjustment;
(21)
a code indicating the documentation program (I.E.,
Full Documentation, Limited Documentation or Stated
Income);
(22)
with respect to the Adjustable-Rate Mortgage Loans,
the first Adjustment Date immediately following the
Cut-off Date;
(23)
the risk grade;
(24)
the Value of the Mortgaged Property;
(25)
the sale price of the Mortgaged Property, if
applicable;
(26)
the FICO score of the primary Mortgagor; and
(27)
[reserved].
The Mortgage Loan Schedule shall set forth the following
information with respect to the Mortgage Loans by Loan Group and in
the
aggregate as of the Cut-off Date: (1) the number of Mortgage Loans;
(2) the
current Stated Principal Balance of the Mortgage Loans; (3) the
weighted average
Mortgage Rate of the Mortgage Loans; and (4) the weighted average
maturity of
the Mortgage Loans. The Mortgage Loan Schedule shall be amended
from time to
time by the Depositor in accordance with the provisions of this
Agreement. With
respect to any Qualified Substitute Mortgage Loan, the Cut-off Date
shall refer
to the related Cut-off Date for such Mortgage Loan, determined in
accordance
with the definition of Cut-off Date herein.
"Mortgage Note": The original executed note or other evidence
of the indebtedness of a Mortgagor under a Mortgage Loan.
"Mortgage Pool": The pool of Mortgage Loans, identified on
Schedule 1 from time to time, and any REO Properties acquired in
respect
thereof.
"Mortgage Rate": With respect to each Mortgage Loan, the
annual rate at which interest accrues on such Mortgage Loan from
time to time in
accordance with the provisions of the related Mortgage Note, which
rate (i) with
respect to each Fixed-Rate Mortgage Loan shall remain constant at
the rate set
forth in the Mortgage Loan Schedule as the Mortgage Rate in effect
immediately
following the Cut-off Date and (ii) with respect to each
Adjustable-Rate
Mortgage Loan, (A) as of any date of determination until the first
Adjustment
Date following the Cut-off Date shall be the rate set forth in the
Mortgage Loan
Schedule as the Mortgage Rate in effect immediately following the
Cut-off Date
and (B) as of any date of determination thereafter shall be the
rate as adjusted
on the most recent Adjustment Date equal to the sum, rounded to the
nearest
0.125% as provided in the Mortgage Note, of the Index, as most
recently
available as of a date prior to the Adjustment Date as set forth in
the related
Mortgage Note, plus the related Gross Margin; provided that the
Mortgage Rate on
such Adjustable-Rate Mortgage Loan on any Adjustment Date shall
never be more
than the lesser of (i) the sum of the Mortgage Rate in effect
immediately prior
to the Adjustment Date plus the related Periodic Rate Cap, if any,
and (ii) the
related Maximum Mortgage Rate, and shall never be less than the
greater of (i)
the Mortgage Rate in effect immediately prior to the Adjustment
Date less the
Periodic Rate Cap, if any, and (ii) the related Minimum Mortgage
Rate. With
respect to each Mortgage Loan that becomes an REO Property, as of
any date of
determination, the annual rate determined in accordance with the
immediately
preceding sentence as of the date such Mortgage Loan became an REO
Property.
"Mortgaged Property": The underlying property identified in
the related Mortgage as securing a Mortgage Loan, including any REO
Property,
consisting of an Estate in Real Property improved by a Residential
Dwelling
(excluding for purposes of construing the representations or
warranties made in
the Mortgage Loan Purchase Agreement, any improvements thereupon
not considered
by the appraiser in determining the Value of such Mortgaged
Property).
"Mortgagor": The
obligor on a Mortgage Note.
"Net Monthly Excess Cashflow": With respect to any
Distribution Date, the sum of (i) any Overcollateralization
Reduction Amount for
such Distribution Date and (ii) the excess of (x) the Available
Funds for such
Distribution Date over (y) the sum for such Distribution Date of
(A) the Senior
Interest Distribution Amount, (B) the Interest Distribution Amounts
payable to
the Mezzanine Certificates and (C) the Principal Remittance
Amount.
"Net Mortgage Rate": With respect to any Mortgage Loan (or the
related REO Property) as of any date of determination, a per annum
rate of
interest equal to the then applicable Mortgage Rate for such
Mortgage Loan minus
the Servicing Fee Rate.
"Net Swap
Payment": In the case of payments made by the Trust,
the excess, if any, of (x) the Fixed Swap Payment over (y) the
Floating Swap
Payment, and in the case of payments made by the Interest Rate Swap
Provider,
the excess, if any, of (x) the Floating Swap Payment over (y) the
Fixed Swap
Payment. In each case, the Net Swap Payment shall not be less than
zero.
"Net WAC Pass-Through Rate": For any Distribution Date with
respect to the Group I Certificates, a per annum rate equal to the
product of
(x) the weighted average of the Expense Adjusted Net Mortgage Rates
of the Group
I Mortgage Loans, weighted on the basis of the outstanding Stated
Principal
Balances of the Group I Mortgage Loans as of the first day of the
month
preceding the month of such Distribution Date (after giving effect
to scheduled
payments of principal due during the related Due Period, to the
extent received
or advanced, and unscheduled collections of principal received
during the
related Prepayment Period) and (y) a fraction, the numerator of
which is 30 and
the denominator of which is the actual number of days elapsed in
the related
Interest Accrual Period minus an amount, expressed as a percentage,
equal to the
Net Swap Payment and Swap Termination Payment, if any (other than
termination
payments resulting from a Swap Provider Trigger Event), due from
the Trust for
such Distribution Date, divided by the aggregate Stated Principal
Balance of the
Mortgage Loans, multiplied by 12. For federal income tax purposes,
for any
Distribution Date with respect to the REMIC III Regular Interests
the ownership
of which is represented by the Group I Certificates, the economic
equivalent of
such rate shall be expressed as the weighted average (adjusted for
the actual
number of days elapsed in the related Interest Accrual Period) of
the REMIC II
Remittance Rate on REMIC II Regular Interest II-LT1GRP, weighted on
the basis of
the Uncertificated Balance of such REMIC II Regular Interest.
For any Distribution Date with respect to the Group II
Certificates, a per annum rate equal to the product of (x) the
weighted average
of the Expense Adjusted Net Mortgage Rates of the Group II Mortgage
Loans,
weighted on the basis of the outstanding Stated Principal Balances
of the Group
II Mortgage Loans as of the first day of the month preceding the
month of such
Distribution Date (after giving effect to scheduled payments of
principal due
during the related Due Period, to the extent received or advanced,
and
unscheduled collections of principal received during the related
Prepayment
Period) and (y) a fraction, the numerator of which is 30 and the
denominator of
which is the actual number of days elapsed in the related Interest
Accrual
Period minus an amount, expressed as a percentage, equal to the Net
Swap Payment
and Swap Termination Payment, if any (other than termination
payments resulting
from a Swap Provider Trigger Event), due from the Trust for such
Distribution
Date, divided by the aggregate Stated Principal Balance of the
Mortgage Loans,
multiplied by 12. For federal income tax purposes, for any
Distribution Date
with respect to the REMIC III Regular Interests the ownership of
which is
represented by the Group II Certificates, the economic equivalent
of such rate
shall be expressed as the weighted average (adjusted for the actual
number of
days elapsed in the related Interest Accrual Period) of the REMIC
II Remittance
Rate on REMIC II Regular Interest II-LT2GRP, weighted on the basis
of the
Uncertificated Balance of such REMIC II Regular Interest.
For any Distribution Date with respect to the Mezzanine
Certificates, a per annum rate equal to the product of (x) the
weighted average
(weighted on the basis of the results of subtracting from the
aggregate Stated
Principal Balance of each Loan Group the current aggregate
Certificate Principal
Balance of the related Class A Certificates) of the Net WAC
Pass-Through Rate
for the Group I Certificates and the Net WAC Pass-Through Rate for
the Group II
Certificates and (y) a fraction, the numerator of which is 30 and
the
denominator of which is the actual number of days elapsed in the
related
Interest Accrual Period. For federal income tax purposes, for any
Distribution
Date with respect to the REMIC III Regular Interests the ownership
of which is
represented by the Mezzanine Certificates, the economic equivalent
of such rate
shall be expressed as the weighted average (adjusted for the actual
number of
days elapsed in the related Interest Accrual Period) of the REMIC
II Remittance
Rates on (a) REMIC II Regular Interest II-LT1SUB, subject to a cap
and a floor
equal to the weighted average of the Expense Adjusted Net Mortgage
Rates of the
Group I Mortgage Loans and (b) REMIC II Regular Interest II-LT2SUB,
subject to a
cap and a floor equal to the weighted average of the Expense
Adjusted Net
Mortgage Rates of the Group II Mortgage Loans.
"Net WAC Rate Carryover Amount": With respect to any Class of
Class A Certificates and the Mezzanine Certificates and any
Distribution Date,
the sum of (A) the excess, if any, of (i) the amount of interest
such
Certificates would have accrued for such Distribution Date had the
applicable
Pass-Through Rate been calculated at the related Formula Rate, over
(ii) the
amount of interest accrued on such Certificates at the related Net
WAC
Pass-Through Rate for such Distribution Date and (B) the related
Net WAC Rate
Carryover Amount for the previous Distribution Date not previously
paid,
together with interest thereon at a rate equal to the related
Formula Rate
applicable for such Class in each case for the Interest Accrual
Period for the
current Distribution Date.
"Net WAC Rate Carryover Reserve Account": The Net WAC Rate
Carryover Reserve Account established and maintained pursuant to
Section 4.11.
"New Lease": Any lease of REO Property entered into on behalf
of REMIC I, including any lease renewed or extended on behalf of
REMIC I, if
REMIC I has the right to renegotiate the terms of such lease.
"NIMS Insurer": Any insurer that is guaranteeing certain
payments under notes secured by collateral which includes, among
other things,
all or a portion of the Class CE Certificates, the Class P
Certificates and/or
the Residual Certificates.
"Nonrecoverable Advance": Any Advance previously made or
proposed to be made in respect of a Mortgage Loan or REO Property
that, in the
good faith business judgment of the Master Servicer, will not or,
in the case of
a proposed Advance, would not be ultimately recoverable from
related Late
Collections, Insurance Proceeds or Liquidation Proceeds on such
Mortgage Loan or
REO Property as provided herein.
"Nonrecoverable Servicing Advance": Any Servicing Advance
previously made or proposed to be made in respect of a Mortgage
Loan or REO
Property that, in the good faith business judgment of the Master
Servicer, shall
not or, in the case of a proposed Servicing Advance, would not be
ultimately
recoverable from related Late Collections, Insurance Proceeds or
Liquidation
Proceeds on such Mortgage Loan or REO Property as provided
herein.
"Non-United States Person": Any Person other than a United
States Person.
"Notional Amount": With respect to the Class CE Interest and
any Distribution Date, the aggregate Uncertificated Balance of the
REMIC II
Regular Interests (other than REMIC II Regular Interest II-LTIO and
REMIC II
Regular Interest II-LTP), immediately prior to such Distribution
Date. For
federal income tax purposes, the Class CE Certificates will not
have a Notional
Amount, but will be entitled to 100% of amounts distributed in
respect of the
Class CE Interest.
"Offered Certificate": Any one of the Class A Certificates and
the Mezzanine Certificates (other than the Private Mezzanine
Certificates)
issued under this Agreement.
"Officers' Certificate": With respect to the Depositor, a
certificate signed by the Chairman of the Board, the Vice Chairman
of the Board,
the President or a vice president (however denominated), and by the
Treasurer,
the Secretary, or one of the assistant treasurers or assistant
secretaries. With
respect to the Master Servicer, any officer who is authorized to
act for the
Master Servicer in matters relating to this Agreement, and whose
action is
binding upon the Master Servicer, initially including those
individuals whose
names appear on the list of authorized officers delivered at the
closing.
"One-Month LIBOR": With respect to the Adjustable-Rate
Certificates, REMIC II Regular Interest II-LTA1, REMIC II Regular
Interest
II-LTA2A, REMIC II Regular Interest II-LTA2B, REMIC II Regular
Interest
II-LTA2C, REMIC II Regular Interest II-LTA2D, REMIC II Regular
Interest II-LTM1,
REMIC II Regular Interest II-LTM2, REMIC II Regular Interest
II-LTM3, REMIC II
Regular Interest II-LTM4, REMIC II Regular Interest II-LTM5, REMIC
II Regular
Interest II-LTM6, REMIC II Regular Interest II-LTM7, REMIC II
Regular Interest
II-LTM8, REMIC II Regular Interest II-LTM9 and REMIC II Regular
Interest
II-LTM10 and any Interest Accrual Period therefor, the rate
determined by the
Trustee on the related Interest Determination Date on the basis of
the offered
rate for one-month U.S. dollar deposits, as such rate appears on
Telerate Page
3750 as of 11:00 a.m. (London time) on such Interest Determination
Date;
provided that if such rate does not appear on Telerate Page 3750,
the rate for
such date shall be determined on the basis of the offered rates of
the Reference
Banks for one-month U.S. dollar deposits, as of 11:00 a.m. (London
time) on such
Interest Determination Date. In such event, the Trustee shall
request the
principal London office of each of the Reference Banks to provide a
quotation of
its rate. If on such Interest Determination Date, two or more
Reference Banks
provide such offered quotations, One-Month LIBOR for the related
Interest
Accrual Period shall be the arithmetic mean of such offered
quotations (rounded
upwards, if necessary, to the nearest whole multiple of 1/16%). If
on such
Interest Determination Date, fewer than two Reference Banks provide
such offered
quotations, One-Month LIBOR for the related Interest Accrual Period
shall be the
higher of (i) LIBOR as determined on the previous Interest
Determination Date
and (ii) the Reserve Interest Rate. Notwithstanding the foregoing,
if, under the
priorities described above, LIBOR for an Interest Determination
Date would be
based on LIBOR for the previous Interest Determination Date for the
third
consecutive Interest Determination Date, the Trustee shall select,
after
consultation with the Depositor and the NIMS Insurer, an
alternative comparable
index (over which the Trustee has no control), used for determining
one-month
Eurodollar lending rates that is calculated and published (or
otherwise made
available) by an independent party.
"Opinion of Counsel": A written opinion of counsel, who may,
without limitation, be salaried counsel for the Depositor or the
Master Servicer
acceptable to the Trustee, if such opinion is delivered to the
Trustee,
acceptable to the NIMs Insurer, if such opinion is delivered to the
NIMs
Insurer, except that any opinion of counsel relating to (a) the
qualification of
any Trust REMIC as a REMIC or (b) compliance with the REMIC
Provisions must be
an opinion of Independent counsel.
"Optional Termination Date": The first Distribution Date on
which the aggregate Stated Principal Balance of the Mortgage Loans
(and
properties acquired in respect thereof) remaining in the Trust Fund
is reduced
to an amount less than 10% of the aggregate Stated Principal
Balance of the
Mortgage Loans as of the Cut-off Date.
"Originator": Argent
Mortgage Company, L.L.C.
"Overcollateralization Deficiency Amount": With respect to any
Distribution Date, the excess, if any, of (a) the
Overcollateralization Target
Amount applicable to such Distribution Date over (b) the
Overcollateralized
Amount applicable to such Distribution Date (calculated for this
purpose only,
after assuming that 100% of the Principal Remittance Amount on such
Distribution
Date has been distributed).
"Overcollateralization Increase Amount": With respect to any
Distribution Date, the lesser of (a) the Overcollateralization
Deficiency Amount
as of such Distribution Date and (b) the Net Monthly Excess
Cashflow for such
Distribution Date.
"Overcollateralization Reduction Amount": With respect to any
Distribution Date, an amount equal to the lesser of (a) the
Excess
Overcollateralized Amount and (b) the Principal Remittance
Amount.
"Overcollateralization Target Amount": With respect to any
Distribution Date (i) prior to the Stepdown Date, [_]% of the
aggregate Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date,
(ii) on or after
the Stepdown Date provided a Trigger Event is not in effect, the
greater of (x)
[_]% of the aggregate Stated Principal Balance of the Mortgage
Loans as of the
last day of the related Due Period (after giving effect to
scheduled payments of
principal due during the related Due Period, to the extent received
or advanced
and unscheduled collections of principal received during the
related Prepayment
Period) and (y) $[_], or (iii) on or after the Stepdown Date and if
a Trigger
Event is in effect, the Overcollateralization Target Amount for the
immediately
preceding Distribution Date. Notwithstanding the foregoing, on and
after any
Distribution Date following the reduction of the aggregate
Certificate Principal
Balance of the Class A Certificates and the Mezzanine Certificates
to zero, the
Overcollateralization Target Amount shall be zero.
"Overcollateralized Amount": With respect to any Distribution
Date, the excess, if any, of (a) the aggregate Stated Principal
Balances of the
Mortgage Loans and REO Properties immediately following such
Distribution Date
(after giving effect to scheduled payments of principal due during
the related
Due Period, to the extent received or advanced, and unscheduled
collections of
principal received during the related Prepayment Period), over (b)
the sum of
the aggregate Certificate Principal Balances of the Class A
Certificates, the
Mezzanine Certificates and the Class P Certificates as of such
Distribution Date
(after giving effect to distributions to be made on such
Distribution Date).
"Ownership Interest": As to any Certificate, any ownership or
security interest in such Certificate, including any interest in
such
Certificate as the Holder thereof and any other interest therein,
whether direct
or indirect, legal or beneficial, as owner or as pledgee.
"Pass-Through Rate": With respect to any Class A or Mezzanine
Certificates and any Distribution Date, the lesser of (x) the
related Formula
Rate for such Distribution Date and (y) the related Net WAC
Pass-Through Rate
for such Distribution Date.
With respect to the Class CE Interest and any Distribution
Date, a rate per annum equal to the percentage equivalent of a
fraction, the
numerator of which is (x) the sum of (i) 100% of the interest on
REMIC II
Regular Interest II-LTP and (ii) interest on the Uncertificated
Balance of each
REMIC II Regular Interest listed in clause (y) at a rate equal to
the related
REMIC II Remittance Rate minus the Marker Rate and the denominator
of which is
(y) the aggregate Uncertificated Balance of REMIC II Regular
Interest II-LTAA,
REMIC II Regular Interest II-LTA1, REMIC II Regular Interest
II-LTA2A, REMIC II
Regular Interest II-LTA2B, REMIC II Regular Interest II-LTA2C,
REMIC II Regular
Interest II-LTA2D, REMIC II Regular Interest II-LTM1, REMIC II
Regular Interest
II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II Regular
Interest II-LTM4,
REMIC II Regular Interest II-LTM5, REMIC II Regular Interest
II-LTM6, REMIC II
Regular Interest II-LTM7, REMIC II Regular Interest II-LTM8, REMIC
II Regular
Interest II-LTM9, REMIC II Regular Interest II-LTM10 and REMIC III
Regular
Interest LTZZ.
With respect to the Class SWAP-IO Interest, the Class SWAP-IO
Interest shall not have a Pass-Through Rate, but interest for such
Regular
Interest and each Distribution Date shall be an amount equal to
100% of the
amounts distributable to REMIC II Regular Interest II-IO for such
Distribution
Date.
With respect to the Class CE Certificates, 100% of the
interest distributable to the Class CE Interest, expressed as a per
annum rate.
"Percentage Interest": With respect to any Class of
Certificates (other than the Residual Certificates), the undivided
percentage
ownership in such Class evidenced by such Certificate, expressed as
a
percentage, the numerator of which is the initial Certificate
Principal Balance
or Notional Amount represented by such Certificate and the
denominator of which
is the aggregate initial Certificate Principal Balance or Notional
Amount of all
of the Certificates of such Class. The Group I Certificates are
issuable only in
minimum Percentage Interests corresponding to minimum initial
Certificate
Principal Balances of $[_] and integral multiples of $1.00 in
excess thereof.
The Group II Certificates and the Mezzanine Certificates (other
than the Private
Mezzanine Certificates) are issuable only in minimum Percentage
Interests
corresponding to minimum initial Certificate Principal Balances of
$[_] and
integral multiples of $1.00 in excess thereof. The Private
Mezzanine
Certificates are issuable only in minimum Percentage Interests
corresponding to
minimum initial Certificate Principal Balances of $[_] and integral
multiples of
$1.00 in excess thereof. The Class P Certificates are issuable only
in minimum
Percentage Interests corresponding to minimum initial Certificate
Principal
Balances of $20 and integral multiples thereof. The Class CE
Certificates are
issuable only in minimum Percentage Interests corresponding to
minimum initial
Notional Amount of $[_] and integral multiples of $1.00 in excess
thereof;
provided, however, that a single Certificate of such Class of
Certificates may
be issued having a Percentage Interest corresponding to the
remainder of the
aggregate initial Certificate Principal Balance or Notional Amount
of such Class
or to an otherwise authorized denomination for such Class plus such
remainder.
With respect to any Residual Certificate, the undivided percentage
ownership in
such Class evidenced by such Certificate, as set forth on the face
of such
Certificate. The Residual Certificates are issuable in Percentage
Interests of
[_]% and multiples thereof.
"Periodic Rate Cap": With respect to each Adjustable-Rate
Mortgage Loan and any Adjustment Date therefor, the fixed
percentage set forth
in the related Mortgage Note, which is the maximum amount by which
the Mortgage
Rate for such Mortgage Loan may increase or decrease (without
regard to the
Maximum Mortgage Rate or the Minimum Mortgage Rate) on such
Adjustment Date from
the Mortgage Rate in effect immediately prior to such Adjustment
Date.
"Permitted Investments": Any one or more of the following
obligations or securities acquired at a purchase price of not
greater than par,
regardless of whether issued by the Depositor, the Master Servicer,
the NIMS
Insurer, the Trustee or any of their respective Affiliates:
(i) direct obligations of, or obligations fully guaranteed as
to timely payment of principal and interest by, the United States
or
any agency or instrumentality thereof, provided such obligations
are
backed by the full faith and credit of the United States;
(ii) demand and time deposits in, certificates of deposit of,
or bankers' acceptances (which shall each have an original maturity
of
not more than 90 days and, in the case of bankers' acceptances,
shall
in no event have an original maturity of more than 365 days or
a
remaining maturity of more than 30 days) denominated in United
States
dollars and issued by, any Depository Institution;
(iii) repurchase obligations with respect to any security
described in clause (i) above entered into with a Depository
Institution (acting as principal);
(iv) securities bearing interest or sold at a discount that
are issued by any corporation incorporated under the laws of the
United
States of America or any state thereof and that are rated by
each
Rating Agency that rates such securities in its highest
long-term
unsecured rating categories at the time of such investment or
contractual commitment providing for such investment;
(v) commercial paper (including both non-interest-bearing
discount obligations and interest-bearing obligations payable on
demand
or on a specified date not more than 30 days after the date of
acquisition thereof) that is rated by each Rating Agency that
rates
such securities in its highest short-term unsecured debt rating
available at the time of such investment;
(vi) units of money market funds, including money market funds
advised by the Trustee or an Affiliate thereof, that have been
rated
"Aaa" by Moody's, "AAA" by Fitch and "AAAm" by S and P; and
(vii) if previously confirmed in writing to the Trustee and
consented to by the NIMS Insurer, any other demand, money market
or
time deposit, or any other obligation, security or investment, as
may
be acceptable to the Rating Agencies as a permitted investment of
funds
backing securities having ratings equivalent to its highest
initial
rating of the Class A Certificates;
provided, however, that no instrument described hereunder shall
evidence either
the right to receive (a) only interest with respect to the
obligations
underlying such instrument or (b) both principal and interest
payments derived
from obligations underlying such instrument and the interest and
principal
payments with respect to such instrument provide a yield to
maturity at par
greater than [_]% of the yield to maturity at par of the underlying
obligations.
"Permitted Transferee": Any Transferee of a Residual
Certificate other than a Disqualified Organization or Non-United
States Person.
"Person": Any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated
organization or
government or any agency or political subdivision thereof.
"Plan": Any employee benefit plan or certain other retirement
plans and arrangements, including individual retirement accounts
and annuities,
Keogh plans and bank collective investment funds and insurance
company general
or separate accounts in which such plans, accounts or arrangements
are invested,
that are subject to ERISA or Section 4975 of the Code.
"Prepayment Assumption": As defined in the Prospectus
Supplement.
"Prepayment Charge": With respect to any Prepayment Period,
any prepayment premium, fee or charge payable by a Mortgagor in
connection with
any Principal Prepayment pursuant to the terms of the related
Mortgage Note as
from time to time held as a part of the Trust Fund, the Prepayment
Charges so
held being identified in the Prepayment Charge Schedule (other than
any Master
Servicer Prepayment Charge Payment Amount).
"Prepayment Charge Schedule": As of any date, the list of
Prepayment Charges included in the Trust Fund on such date,
attached hereto as
Schedule 2 (including the prepayment charge summary attached
thereto). The
Prepayment Charge Schedule shall set forth the following
information with
respect to each Prepayment Charge:
(i) the Master
Servicer's Mortgage Loan identifying
number;
(ii)
a code indicating the type of Prepayment Charge;
(iii) the
date on which the first Monthly Payment was due
on the related Mortgage Loan;
(iv)
the term of the related Prepayment Charge;
(v) the
original Stated Principal Balance of the related
Mortgage Loan; and
(vi)
the Stated Principal Balance of the related Mortgage
Loan as of the Cut-off Date.
The Prepayment Charge Schedule shall be amended from time to
time by the Master Servicer in accordance with the provisions of
this Agreement
and a copy of such amended Prepayment Charge Schedule shall be
furnished by the
Master Servicer to the NIMS Insurer, if any.
"Prepayment Interest Excess": With respect to any Distribution
Date, for each Mortgage Loan that was the subject of a Principal
Prepayment in
full during the portion of the related Prepayment Period occurring
between the
first day of the calendar month in which such Distribution Date
occurs and the
Determination Date of the calendar month in which such Distribution
Date occurs,
an amount equal to interest (to the extent received) at the
applicable Net
Mortgage Rate on the amount of such Principal Prepayment for the
number of days
commencing on the first day of the calendar month in which such
Distribution
Date occurs and ending on the last date through which interest is
collected from
the related Mortgagor. The Master Servicer may withdraw such
Prepayment Interest
Excess from the Collection Account in accordance with Section
3.05(a)(iv).
"Prepayment Interest Shortfall": With respect to any
Distribution Date, for each Mortgage Loan that was the subject of a
Principal
Prepayment in full during the portion of the related Prepayment
Period occurring
between the first day of the related Prepayment Period and the last
day of the
calendar month preceding the month in which such Distribution Date
occurs, an
amount equal to interest at the applicable Net Mortgage Rate on the
amount of
such Principal Prepayment for the number of days commencing on the
day after the
last date on which interest is collected from the related Mortgagor
and ending
on the last day of the calendar month preceding such Distribution
Date. The
obligations of the Master Servicer in respect of any Prepayment
Interest
Shortfall are set forth in Section 4.03(e).
"Prepayment Period": With respect to any Distribution Date,
the period commencing on the day after the Determination Date in
the calendar
month preceding the calendar month in which such Distribution Date
occurs (or,
in the case of the first Distribution Date, commencing on [_]) and
ending on the
Determination Date of the calendar month in which such Distribution
Date occurs.
"Principal Prepayment": Any payment of principal made by the
Mortgagor on a Mortgage Loan which is received in advance of its
scheduled Due
Date and which is not accompanied by an amount of interest
representing the full
amount of scheduled interest due on any Due Date in any month or
months
subsequent to the month of prepayment.
"Principal Remittance Amount": With respect to any
Distribution Date, the sum of the (i) the Group I Principal
Remittance Amount
and (ii) the Group II Principal Remittance Amount.
"Private Mezzanine Certificates": None.
"Prospectus Supplement": The Prospectus Supplement, dated [_],
relating to the public offering of the Offered Certificates.
"PTCE": A Prohibited
Transaction Class Exemption.
"Purchase Price": With respect to any Mortgage Loan or REO
Property to be purchased pursuant to or as contemplated by Section
2.03, Section
3.16(a) or Section 9.01, and as confirmed by an Officers'
Certificate from the
Master Servicer to the Trustee, an amount equal to the sum of (i)
100% of the
Stated Principal Balance thereof as of the date of purchase (or
such other price
as provided in Section 9.01), (ii) in the case of (x) a Mortgage
Loan, accrued
interest on such Stated Principal Balance at the applicable Net
Mortgage Rate in
effect from time to time from the Due Date as to which interest was
last covered
by a payment by the Mortgagor or an Advance by the Master Servicer,
which
payment or Advance had as of the date of purchase been distributed
pursuant to
Section 4.01, through the end of the calendar month in which the
purchase is to
be effected and (y) an REO Property, the sum of (1) accrued
interest on such
Stated Principal Balance at the applicable Net Mortgage Rate in
effect from time
to time from the Due Date as to which interest was last covered by
a payment by
the Mortgagor or an advance by the Master Servicer through the end
of the
calendar month immediately preceding the calendar month in which
such REO
Property was acquired plus (2) REO Imputed Interest for such REO
Property for
each calendar month commencing with the calendar month in which
such REO
Property was acquired and ending with the calendar month in which
such purchase
is to be effected, net of the total of all net rental income,
Insurance
Proceeds, Liquidation Proceeds and Advances that as of the date of
purchase had
been distributed as or to cover REO Imputed Interest pursuant to
Section 4.01,
(iii) any unreimbursed Servicing Advances and Advances and any
unpaid Servicing
Fees allocable to such Mortgage Loan or REO Property, (iv) any
amounts
previously withdrawn from the Collection Account in respect of such
Mortgage
Loan or REO Property pursuant to Sections 3.05(a)(v) and 3.16(a)
and (v) in the
case of a Mortgage Loan required to be purchased pursuant to
Section 2.03,
expenses reasonably incurred or to be incurred by the Master
Servicer, the NIMS
Insurer or the Trustee in respect of the breach or defect giving
rise to the
purchase obligation, as well as any costs and damages incurred by
the Trust Fund
in connection with any violation by such loan of any predatory or
abusive
lending law.
"Qualified Substitute Mortgage Loan": A mortgage loan
substituted for a Deleted Mortgage Loan pursuant to the terms of
this Agreement
which must, on the date of such substitution, (i) have an
outstanding Stated
Principal Balance, after application of all scheduled payments of
principal and
interest due during or prior to the month of substitution, not in
excess of the
Scheduled Principal Balance of the Deleted Mortgage Loan as of the
Due Date in
the calendar month during which the substitution occurs, (ii) have
a Mortgage
Rate not less than (and not more than one percentage point in
excess of) the
Mortgage Rate of the Deleted Mortgage Loan, (iii) with respect to
any
Adjustable-Rate Mortgage Loan, have a Maximum Mortgage Rate not
less than the
Maximum Mortgage Rate on the Deleted Mortgage Loan, (iv) with
respect to any
Adjustable-Rate Mortgage Loan, have a Minimum Mortgage Rate not
less than the
Minimum Mortgage Rate of the Deleted Mortgage Loan, (v) with
respect to
Adjustable-Rate Mortgage Loan, have a Gross Margin equal to the
Gross Margin of
the Deleted Mortgage Loan, (vi) with respect to any Adjustable-Rate
Mortgage
Loan, have a next Adjustment Date not more than two months later
than the next
Adjustment Date on the Deleted Mortgage Loan, (vii) have a
remaining term to
maturity not greater than (and not more than one year less than)
that of the
Deleted Mortgage Loan, (viii) have the same Due Date as the Due
Date on the
Deleted Mortgage Loan, (ix) have a Loan-to-Value Ratio or Combined
Loan-to-Value
Ratio as of the date of substitution equal to or lower than the
Loan-to-Value
Ratio or Combined Loan-to-Value Ratio of the Deleted Mortgage Loan
as of such
date, (x) have a risk grading determined by the Seller at least
equal to the
risk grading assigned on the Deleted Mortgage Loan, (xi) have been
underwritten
or reunderwritten by the Seller or an Affiliate of the Seller in
accordance with
the same underwriting criteria and guidelines as the Deleted
Mortgage Loan,
(xii) have a Prepayment Charge provision at least equal to the
Prepayment Charge
provision of the Deleted Mortgage Loan, (xiii) not be more than 59
or more days
delinquent or any additional days delinquent than the Deleted
Mortgage Loan and
(xiv) conform to each representation and warranty set forth in
Section 6 of the
Mortgage Loan Purchase Agreement applicable to the Deleted Mortgage
Loan. In the
event that one or more mortgage loans are substituted for one or
more Deleted
Mortgage Loans, the amounts described in clause (i) hereof shall be
determined
on the basis of aggregate Stated Principal Balances, the Mortgage
Rates
described in clause (ii) hereof shall be determined on the basis of
weighted
average Mortgage Rates, the terms described in clause (vii) hereof
shall be
determined on the basis of weighted average remaining terms to
maturity, the
Loan-to-Value Ratios or Combined Loan-to-Value Ratios described in
clause (ix)
hereof shall be satisfied as to each such mortgage loan, the risk
gradings
described in clause (x) hereof shall be satisfied as to each such
mortgage loan
and, except to the extent otherwise provided in this sentence,
the
representations and warranties described in clause (xiv) hereof
must be
satisfied as to each Qualified Substitute Mortgage Loan or in the
aggregate, as
the case may be.
"Rating Agency" or "Rating Agencies": [_] or their successors.
If such agencies or their successors are no longer in existence,
"Rating
Agencies" shall be such nationally recognized statistical rating
agencies, or
other comparable Persons, designated by the Depositor, notice of
which
designation shall be given to the Trustee and the Master
Servicer.
"Realized Loss": With respect to each Mortgage Loan as to
which a Final Recovery Determination has been made, an amount (not
less than
zero) equal to (i) the unpaid Stated Principal Balance of such
Mortgage Loan as
of the commencement of the calendar month in which the Final
Recovery
Determination was made, plus (ii) accrued interest from the Due
Date as to which
interest was last paid by the Mortgagor through the end of the
calendar month in
which such Final Recovery Determination was made, calculated in the
case of each
calendar month during such period (A) at an annual rate equal to
the annual rate
at which interest was then accruing on such Mortgage Loan and (B)
on a principal
amount equal to the Stated Principal Balance of such Mortgage Loan
as of the
close of business on the Distribution Date during such calendar
month, plus
(iii) any amounts previously withdrawn from the Collection Account
in respect of
such Mortgage Loan pursuant to Section 3.05(a)(v) and Section
3.12(c), minus
(iv) the proceeds, if any, received in respect of such Mortgage
Loan during the
calendar month in which such Final Recovery Determination was made,
net of
amounts that are payable therefrom to the Master Servicer with
respect to such
Mortgage Loan pursuant to Section 3.05(a)(ii). If the Master
Servicer receives
Subsequent Recoveries with respect to any Mortgage Loan, the amount
of Realized
Losses with respect to that Mortgage Loan shall be reduced to the
extent such
recoveries are applied to principal distributions on any
Distribution Date.
With respect to any REO Property as to which a Final Recovery
Determination has been made, an amount (not less than zero) equal
to (i) the
unpaid Stated Principal Balance of the related Mortgage Loan as of
the date of
acquisition of such REO Property on behalf of REMIC I, plus (ii)
accrued
interest from the Due Date as to which interest was last paid by
the Mortgagor
in respect of the related Mortgage Loan through the end of the
calendar month
immediately preceding the calendar month in which such REO Property
was
acquired, calculated in the case of each calendar month during such
period (A)
at an annual rate equal to the annual rate at which interest was
then accruing
on the related Mortgage Loan and (B) on a principal amount equal to
the Stated
Principal Balance of the related Mortgage Loan as of the close of
business on
the Distribution Date during such calendar month, plus (iii) REO
Imputed
Interest for such REO Property for each calendar month commencing
with the
calendar month in which such REO Property was acquired and ending
with the
calendar month in which such Final Recovery Determination was made,
plus (iv)
any amounts previously withdrawn from the Collection Account in
respect of the
related Mortgage Loan pursuant to Section 3.05(a)(v) and Section
3.12(c), minus
(v) the aggregate of all Advances made by the Master Servicer in
respect of such
REO Property or the related Mortgage Loan for which the Master
Servicer has been
or, in connection with such Final Recovery Determination, shall be
reimbursed
pursuant to Section 3.13 out of rental income, Insurance Proceeds
and
Liquidation Proceeds received in respect of such REO Property,
minus (vi) the
total of all net rental income, Insurance Proceeds and Liquidation
Proceeds
received in respect of such REO Property that has been, or in
connection with
such Final Recovery Determination, shall be transferred to the
Distribution
Account pursuant to Section 3.13.
With respect to each Mortgage Loan which has become the
subject of a Deficient Valuation, the difference between the Stated
Principal
Balance of the Mortgage Loan outstanding immediately prior to such
Deficient
Valuation and the Stated Principal Balance of the Mortgage Loan as
reduced by
the Deficient Valuation.
With respect to each Mortgage Loan which has become the
subject of a Debt Service Reduction, the portion, if any, of the
reduction in
each affected Monthly Payment attributable to a reduction in the
Mortgage Rate
imposed by a court of competent jurisdiction. Each such Realized
Loss shall be
deemed to have been incurred on the Due Date for each affected
Monthly Payment.
If the Master Servicer receives Subsequent Recoveries with
respect to any Mortgage Loan, the amount of the Realized Loss with
respect to
that Mortgage Loan shall be reduced to the extent such recoveries
are applied to
principal distributions on any Distribution Date.
"Record Date": With respect to each Distribution Date and any
Adjustable-Rate Certificate that is a Book-Entry Certificate, the
Business Day
immediately preceding such Distribution Date. With respect to each
Distribution
Date and any other Class of Certificates, including any Definitive
Certificates,
the last Business Day of the month immediately preceding the month
in which such
Distribution Date occurs.
"Reference Banks": Deutsche Bank, Barclays Bank PLC, The Tokyo
Mitsubishi Bank and National Westminster Bank PLC and their
successors in
interest; provided, however, that if any of the foregoing banks are
not suitable
to serve as a Reference Bank, then any leading banks selected by
the Trustee
(after consultation with the Depositor and the NIMS Insurer, if
any) which are
engaged in transactions in Eurodollar deposits in the international
Eurocurrency
market (i) with an established place of business in London, (ii)
not
controlling, under the control of or under common control with the
Depositor or
any Affiliate thereof and (iii) which have been designated as such
by the
Trustee.
"Refinanced Mortgage Loan": A Mortgage Loan the proceeds of
which were not used to purchase the related Mortgaged Property.
"Regular Certificate": Any Class A Certificate, Mezzanine
Certificate, Class P Certificate or Class CE Certificate.
"Regular Interest": A "regular interest" in a REMIC within the
meaning of Section 860G(a)(1) of the Code.
"Relief Act": The Servicemembers Civil Relief Act or any
applicable state law providing similar relief.
"Relief Act Interest Shortfall": With respect to any
Distribution Date and any Mortgage Loan, any reduction in the
amount of interest
collectible on such Mortgage Loan for the most recently ended
calendar month as
a result of the application of the Relief Act.
"REMIC": A "real estate mortgage investment conduit" within
the meaning of Section 860D of the Code.
"REMIC I": The segregated pool of assets subject hereto,
constituting the primary trust created hereby and to be
administered hereunder,
with respect to which a REMIC election is to be made, consisting
of: (i) such
Mortgage Loans and Prepayment Charges as from time to time are
subject to this
Agreement, together with the Mortgage Files relating thereto, and
together with
all collections thereon and proceeds thereof, (ii) any REO
Property, together
with all collections thereon and proceeds thereof, (iii) the
Trustee's rights
with respect to the Mortgage Loans under all insurance policies
required to be
maintained pursuant to this Agreement and any proceeds thereof,
(iv) the
Depositor's rights under the Mortgage Loan Purchase Agreement
(including any
security interest created thereby) to the extent conveyed pursuant
to Section
2.01 and (v) the Collection Account (other than any amounts
representing any
Master Servicer Prepayment Charge Payment Amounts), the
Distribution Account
(other than any amounts representing any Master Servicer Prepayment
Charge
Payment Amounts) and any REO Account and such assets that are
deposited therein
from time to time and any investments thereof, together with any
and all income,
proceeds and payments with respect thereto. Notwithstanding the
foregoing,
however, REMIC I specifically excludes any Master Servicer
Prepayment Charge
Payment Amounts, the Net WAC Rate Carryover Reserve Account, the
Interest Rate
Swap Agreement, the Swap Account, all payments and other
collections of
principal and interest due on the Mortgage Loans on or before the
Cut-off Date
and all Prepayment Charges payable in connection with Principal
Prepayments made
before the Cut-off Date.
"REMIC I Group I Regular Interests": REMIC I Regular Interest
I and REMIC I Regular Interest I-1-A through REMIC I Regular
Interest I-52-B as
designated in the Preliminary Statement hereto.
"REMIC I Group II Regular Interests": REMIC I Regular Interest
II and REMIC I Regular Interest II-1-A through REMIC II Regular
Interest I-52-B
as designated in the Preliminary Statement hereto.
"REMIC I Regular Interest": Any of the separate
non-certificated beneficial ownership interests in REMIC I issued
hereunder and
designated as a Regular Interest in REMIC I. Each REMIC I Regular
Interest shall
accrue interest at the related REMIC I Remittance Rate in effect
from time to
time, and shall be entitled to distributions of principal, subject
to the terms
and conditions hereof, in an aggregate amount equal to its
initial
Uncertificated Balance as set forth in the Preliminary Statement
hereto. The
designations for the respective REMIC I Regular Interests are set
forth in the
Preliminary Statement hereto. The REMIC I Regular Interests consist
of the REMIC
I Group I Regular Interests and the REMIC I Group II Regular
Interests.
"REMIC I Remittance Rate": With respect to REMIC I Regular
Interest I, a per annum rate equal to the weighted average of the
Expense
Adjusted Net Mortgage Rates of the Group I Mortgage Loans. With
respect to each
REMIC I Group I Regular Interest ending with the designation "A", a
per annum
rate equal to the weighted average of the Expense Adjusted Net
Mortgage Rates of
the Group I Mortgage Loans multiplied by 2, subject to a maximum
rate of [_]%.
With respect to each REMIC I Group I Regular Interest ending with
the
designation "B", the greater of (x) a per annum rate equal to the
excess, if
any, of (i) 2 multiplied by the weighted average of the Expense
Adjusted Net
Mortgage Rates of the Group I Mortgage Loans over (ii) [_]% and (y)
[_]%. With
respect to REMIC I Regular Interest II, a per annum rate equal to
the weighted
average of the Expense Adjusted Net Mortgage Rates of the Group II
Mortgage
Loans. With respect to each REMIC I Group II Regular Interest
ending with the
designation "A", a per annum rate equal to the weighted average of
the Expense
Adjusted Net Mortgage Rates of the Group II Mortgage Loans
multiplied by 2,
subject to a maximum rate of [_]%. With respect to each REMIC I
Group II Regular
Interest ending with the designation "B", the greater of (x) a per
annum rate
equal to the excess, if any, of (i) 2 multiplied by the weighted
average of the
Expense Adjusted Net Mortgage Rates of the Group II Mortgage Loans
over (ii)
[_]% and (y) [_]%.
"REMIC II": The segregated pool of assets described in the
Preliminary Statement.
"REMIC II Interest Loss Allocation Amount": With respect to
any Distribution Date, an amount (subject to adjustment based on
the actual
number of days elapsed in the respective Interest Accrual Periods
for the
indicated Regular Interests for such Distribution Date) equal to
(a) the product
of (i) [_]% of the aggregate Stated Principal Balance of the
Mortgage Loans and
REO Properties then outstanding and (ii) the REMIC II Remittance
Rate for REMIC
II Regular Interest II-LTAA minus the Marker Rate, divided by (b)
12.
"REMIC II Marker Allocation Percentage": [_]% of any amount
payable or loss attributable from the Mortgage Loans, which shall
be allocated
to REMIC II Regular Interest II-LTAA, REMIC II Regular Interest
II-LTA1, REMIC
II Regular Interest II-LTA2A, REMIC II Regular Interest II-LTA2B,
REMIC II
Regular Interest II-LTA2C, REMIC II Regular Interest II-LTA2D,
REMIC II Regular
Interest II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II
Regular Interest
II-LTM3, REMIC II Regular Interest II-LTM4, REMIC II Regular
Interest II-LTM5,
REMIC II Regular Interest II-LTM6, REMIC II Regular Interest
II-LTM7, REMIC II
Regular Interest II-LTM8, REMIC II Regular Interest II-LTM9, REMIC
II Regular
Interest II-LTM10, REMIC II Regular Interest II-LTZZ and REMIC II
Regular
Interest II-LTP.
"REMIC II Overcollateralization Target Amount": [_]% of the
Overcollateralization Target Amount.
"REMIC II Overcollateralized Amount": With respect to any date
of determination, (i) [_]% of the aggregate Uncertificated Balance
of the REMIC
II Regular Interests minus (ii) the aggregate Uncertificated
Balance of REMIC II
Regular Interest II-LTA1, REMIC II Regular Interest II-LTA2A, REMIC
II Regular
Interest II-LTA2B, REMIC II Regular Interest II-LTA2C, REMIC II
Regular Interest
II-LTA2D, REMIC II Regular Interest II-LTM1, REMIC II Regular
Interest II-LTM2,
REMIC II Regular Interest II-LTM3, REMIC II Regular Interest
II-LTM4, REMIC II
Regular Interest II-LTM5, REMIC II Regular Interest II-LTM6, REMIC
II Regular
Interest II-LTM7, REMIC II Regular Interest II-LTM8, REMIC II
Regular Interest
II-LTM9, REMIC II Regular Interest II-LTM10 and REMIC II Regular
Interest II-LTP
in each case as of such date of determination.
"REMIC II Principal Loss Allocation Amount": With respect to
any Distribution Date, an amount equal to the product of (i) [_]%
of the
aggregate Stated Principal Balance of the Mortgage Loans and REO
Properties then
outstanding and (ii) one minus a fraction, the numerator of which
is two times
the aggregate Uncertificated Balance of REMIC II Regular Interest
II-LTA1, REMIC
II Regular Interest II-LTA2A, REMIC II Regular Interest II-LTA2B,
REMIC II
Regular Interest II-LTA2C, REMIC II Regular Interest II-LTA2D,
REMIC II Regular
Interest II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II
Regular Interest
II-LTM3, REMIC II Regular Interest II-LTM4, REMIC II Regular
Interest II-LTM5,
REMIC II Regular Interest II-LTM6, REMIC II Regular Interest
II-LTM7, REMIC II
Regular Interest II-LTM8, REMIC II Regular Interest II-LTM9 and
REMIC II Regular
Interest II-LTM10 and the denominator of which is the aggregate
Uncertificated
Balance of REMIC II Regular Interest II-LTA1, REMIC II Regular
Interest
II-LTA2A, REMIC II Regular Interest II-LTA2B, REMIC II Regular
Interest
II-LTA2C, REMIC II Regular Interest II-LTA2D, REMIC II Regular
Interest II-LTM1,
REMIC II Regular Interest II-LTM2, REMIC II Regular Interest
II-LTM3, REMIC II
Regular Interest II-LTM4, REMIC II Regular Interest II-LTM5, REMIC
II Regular
Interest II-LTM6, REMIC II Regular Interest II-LTM7, REMIC II
Regular Interest
II-LTM8, REMIC II Regular Interest II-LTM9, REMIC II Regular
Interest II-LTM10
and REMIC II Regular Interest II-LTZZ.
"REMIC II Regular Interest": Any of the separate
non-certificated beneficial ownership interests in REMIC II issued
hereunder and
designated as a "regular interest" in REMIC II. Each REMIC II
Regular Interest
shall accrue interest at the related REMIC II Remittance Rate in
effect from
time to time, and shall be entitled to distributions of principal
(other than
REMIC II Regular Interest II-IO), subject to the terms and
conditions hereof, in
an aggregate amount equal to its initial Uncertificated Balance as
set forth in
the Preliminary Statement hereto. The following is a list of each
of the REMIC
II Regular Interests: REMIC II Regular Interest II-LTAA, REMIC II
Regular
Interest II-LTA1, REMIC II Regular Interest II-LTA2A, REMIC II
Regular Interest
II-LTA2B, REMIC II Regular Interest II-LTA2C, REMIC II Regular
Interest
II-LTA2D, REMIC II Regular Interest II-LTM1, REMIC II Regular
Interest II-LTM2,
REMIC II Regular Interest II-LTM3, REMIC II Regular Interest
II-LTM4, REMIC II
Regular Interest II-LTM5, REMIC II Regular Interest II-LTM6, REMIC
II Regular
Interest II-LTM7, REMIC II Regular Interest II-LTM8, REMIC II
Regular Interest
II-LTM9, REMIC II Regular Interest II-LTM10, REMIC II Regular
Interest II-LTZZ,
REMIC II Regular Interest II-LTXX, REMIC II Regular Interest
II-LTP, REMIC II
Regular Interest II-LT1SUB, REMIC II Regular Interest II-LT1GRP,
REMIC II
Regular Interest II-LT2SUB, REMIC II Regular Interest II-LT2GRP and
REMIC II
Regular Interest II-IO.
"REMIC II Remittance Rate": With respect to REMIC II Regular
Interest
II-LTAA, REMIC II Regular Interest II-LTA1, REMIC II Regular
Interest II-LTA2A,
REMIC II Regular Interest II-LTA2B, REMIC II Regular Interest
II-LTA2C, REMIC II
Regular Interest II-LTA2D, REMIC II Regular Interest II-LTM1, REMIC
II Regular
Interest II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II
Regular Interest
II-LTM4, REMIC II Regular Interest II-LTM5, REMIC II Regular
Interest II-LTM6,
REMIC II Regular Interest II-LTM7, REMIC II Regular Interest
II-LTM8, REMIC II
Regular Interest II-LTM9, REMIC II Regular Interest II-LTM10, REMIC
II Regular
Interest II-LTZZ, REMIC II Regular Interest II-LT1SUB, REMIC II
Regular Interest
II-LT2SUB and REMIC II Regular Interest II-LTXX, a per annum rate
(but not less
than zero) equal to the weighted average of: (x) with respect to
REMIC I Regular
Interest I, REMIC I Regular Interest II and each REMIC I Regular
Interest ending
with the designation "B", the weighted average of the REMIC I
Remittance Rates
for such REMIC I Regular Interests, weighted on the basis of the
Uncertificated
Balances of such REMIC I Regular Interests for each such
Distribution Date and
(y) with respect to REMIC I Regular Interests ending with the
designation "A",
for each Distribution Date listed below, the weighted average of
the rates
listed below for each such REMIC I Regular Interest listed below,
weighted on
the basis of the Uncertificated Balances of each such REMIC I
Regular Interest
for each such Distribution Date:
<TABLE>
<CAPTION>
DISTRIBUTION
DATE
REMIC I REGULAR INTEREST
RATE
-------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
1
I-1-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
2
I-2-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-2-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate REMIC
I Remittance Rate
I-1-A
REMIC I Remittance Rate
II-1-A
REMIC I Remittance Rate
3
I-3-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-3-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A and I-2-A
REMIC I Remittance Rate
II-1-A and II-2-A
REMIC I Remittance Rate
4
I-4-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-4-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-3-A
REMIC I Remittance Rate
II-1-A through II-3-A
REMIC I Remittance Rate
5
I-5-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-5-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-4-A
REMIC I Remittance
Rate
II-1-A through II-4-A
REMIC I Remittance Rate
6
I-6-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-6-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-5-A
REMIC I Remittance Rate
II-1-A through II-5-A
REMIC I Remittance Rate
7
I-7-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-7-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-6-A
REMIC I Remittance Rate
II-1-A through II-6-A
REMIC I Remittance Rate
8
I-8-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-8-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-7-A
REMIC I Remittance Rate
II-1-A through II-7-A
REMIC I Remittance Rate
9
I-9-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-9-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-8-A
REMIC I Remittance Rate
II-1-A through II-8-A
REMIC I Remittance Rate
10
I-10-A through
I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-10-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-9-A
REMIC I Remittance Rate
II-1-A through II-9-A
REMIC I Remittance Rate
11
I-11-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-11-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-10-A
REMIC I Remittance Rate
II-1-A through II-10-A
REMIC I Remittance Rate
12
I-12-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-12-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-11-A
REMIC I Remittance Rate
II-1-A through II-11-A
REMIC I Remittance Rate
13
I-13-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-13-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-12-A
REMIC I Remittance Rate
II-1-A through II-12-A
REMIC I Remittance Rate
14
I-14-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-14-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-13-A
REMIC I Remittance Rate
II-1-A through II-13-A
REMIC I Remittance Rate
15
I-15-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-15-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I
Remittance Rate
I-1-A through I-14-A
REMIC I Remittance Rate
II-1-A through II-14-A
REMIC I Remittance Rate
16
I-16-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-16-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-15-A
REMIC I Remittance Rate
II-1-A through II-15-A
REMIC I Remittance Rate
17
I-17-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-17-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-16-A
REMIC I Remittance Rate
II-1-A through II-16-A
REMIC I Remittance Rate
18
I-18-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-18-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-17-A
REMIC I Remittance Rate
II-1-A through II-17-A
REMIC I Remittance Rate
19
I-19-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-19-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-18-A
REMIC I Remittance Rate
II-1-A through II-18-A
REMIC I Remittance Rate
20
I-20-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-20-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-19-A
REMIC I Remittance Rate
II-1-A through II-19-A
REMIC I Remittance Rate
21
I-21-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-21-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-20-A
REMIC I Remittance Rate
II-1-A through II-20-A
REMIC I Remittance Rate
22
I-22-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-22-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-21-A
REMIC I Remittance Rate
II-1-A through II-21-A
REMIC I Remittance Rate
23
I-23-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-23-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-22-A
REMIC I Remittance Rate
II-1-A through II-22-A
REMIC I Remittance Rate
24
I-24-A through I-52-A
2
multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-24-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-23-A
REMIC I Remittance Rate
II-1-A through II-23-A
REMIC I Remittance Rate
25
I-25-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-25-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-24-A
REMIC I Remittance Rate
II-1-A through II-24-A
REMIC I Remittance Rate
26
I-26-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-26-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-25-A
REMIC I Remittance Rate
II-1-A through II-25-A
REMIC I Remittance Rate
27
I-27-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-27-A
through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-26-A
REMIC I Remittance Rate
II-1-A through II-26-A
REMIC I Remittance Rate
28
I-28-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-28-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-27-A
REMIC I Remittance Rate
II-1-A through II-27-A
REMIC I Remittance Rate
29
I-29-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-29-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-28-A
REMIC I Remittance Rate
II-1-A through II-28-A
REMIC I Remittance Rate
30
I-30-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-30-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I
Remittance Rate
I-1-A through I-29-A
REMIC I Remittance Rate
II-1-A through II-29-A
REMIC I Remittance Rate
31
I-31-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-31-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-30-A
REMIC I Remittance Rate
II-1-A through II-30-A
REMIC I Remittance Rate
32
I-32-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-32-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-31-A
REMIC I Remittance Rate
II-1-A through II-31-A
REMIC I Remittance Rate
33
I-33-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-33-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-32-A
REMIC I Remittance Rate
II-1-A through II-32-A
REMIC I Remittance Rate
34
I-34-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-34-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-33-A
REMIC I Remittance Rate
II-1-A through II-33-A
REMIC I Remittance Rate
35
I-35-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-35-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-34-A
REMIC I Remittance Rate
II-1-A through II-34-A
REMIC I Remittance Rate
36
I-36-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-36-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-35-A
REMIC I Remittance Rate
II-1-A through II-35-A
REMIC I Remittance Rate
37
I-37-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-37-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-36-A
REMIC I Remittance Rate
II-1-A through II-36-A
REMIC I Remittance Rate
38
I-38-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-38-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-37-A
REMIC I Remittance Rate
II-1-A through II-37-A
REMIC I Remittance Rate
39
I-39-A through I-52-A
2
multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-39-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-38-A
REMIC I Remittance Rate
II-1-A through II-38-A
REMIC I Remittance Rate
40
I-40-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-40-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-39-A
REMIC I Remittance Rate
II-1-A through II-39-A
REMIC I Remittance Rate
41
I-41-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-41-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-40-A
REMIC I Remittance Rate
II-1-A through II-40-A
REMIC I Remittance Rate
42
I-42-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-42-A
through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-41-A
REMIC I Remittance Rate
II-1-A through II-41-A
REMIC I Remittance Rate
43
I-43-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-43-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-42-A
REMIC I Remittance Rate
II-1-A through II-42-A
REMIC I Remittance Rate
44
I-44-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-44-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-43-A
REMIC I Remittance Rate
II-1-A through II-43-A
REMIC I Remittance Rate
45
I-45-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-41-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance
Rate
I-1-A through I-44-A
REMIC I Remittance Rate
II-1-A through II-39-A
REMIC I Remittance Rate
46
I-46-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-46-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-45-A
REMIC I Remittance Rate
II-1-A through II-45-A
REMIC I Remittance Rate
47
I-47-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-47-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-46-A
REMIC I Remittance Rate
II-1-A through II-46-A
REMIC I Remittance Rate
48
I-48-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-48-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-47-A
REMIC I Remittance Rate
II-1-A through II-47-A
REMIC I Remittance Rate
49
I-49-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-49-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-48-A
REMIC I Remittance Rate
II-1-A through
II-48-A
REMIC I Remittance Rate
50
I-50-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-50-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-49-A
REMIC I Remittance Rate
II-1-A through II-49-A
REMIC I Remittance Rate
51
I-51-A and I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-51-A and II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-50-A
REMIC I Remittance Rate
II-1-A through II-50-A
REMIC I Remittance Rate
52
I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-51-A
REMIC I Remittance Rate
II-1-A through II-51-A
REMIC I Remittance Rate
thereafter
I-1-A through I-52-A
REMIC I Remittance Rate
II-1-A through II-52-A
REMIC I Remittance Rate
</TABLE>
With respect to REMIC II Regular Interest II-LT1GRP, a per
annum rate (but not less than zero) equal to the weighted average
of (x) with
respect to REMIC I Regular Interest I and REMIC I Group I Regular
Interests
ending with the designation "B", the weighted average of the REMIC
I Remittance
Rates for such REMIC I Regular Interests, weighted on the basis of
the
Uncertificated Balances of each such REMIC I Regular Interest for
each such
Distribution Date and (y) with respect to REMIC I Group I Regular
Interests
ending with the designation "A", for each Distribution Date listed
below, the
weighted average of the rates listed below for such REMIC I Regular
Interests
listed below, weighted on the basis of the Uncertificated Balances
of each such
REMIC I Regular Interest for each such Distribution Date:
<TABLE>
<CAPTION>
DISTRIBUTION
DATE
REMIC I REGULAR INTEREST
RATE
----------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
1
I-1-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
2
I-2-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A
REMIC I Remittance Rate
3
I-3-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A and I-2-A
REMIC I Remittance Rate
4
I-4-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-3-A
REMIC I Remittance Rate
5
I-5-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-4-A
REMIC I Remittance Rate
6
I-6-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-5-A
REMIC I Remittance Rate
7
I-7-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-6-A
REMIC I Remittance Rate
8
I-8-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-7-A
REMIC I Remittance Rate
9
I-9-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-8-A
REMIC I Remittance Rate
10
I-10-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-9-A
REMIC I Remittance
Rate
11
I-11-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-10-A
REMIC I Remittance Rate
12
I-12-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-11-A
REMIC I Remittance Rate
13
I-13-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-12-A
REMIC I Remittance Rate
14
I-14-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-13-A
REMIC I Remittance Rate
15
I-15-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-14-A
REMIC I Remittance Rate
16
I-16-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-15-A
REMIC I Remittance Rate
17
I-17-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-16-A
REMIC I Remittance Rate
18
I-18-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-17-A
REMIC I Remittance Rate
19
I-19-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-18-A
REMIC I Remittance Rate
20
I-20-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-19-A
REMIC I Remittance Rate
21
I-21-A through I-52-A
2
multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-20-A
REMIC I Remittance Rate
22
I-22-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-21-A
REMIC I Remittance Rate
23
I-23-A
through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-22-A
REMIC I Remittance Rate
24
I-24-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-23-A
REMIC I Remittance Rate
25
I-25-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-24-A
REMIC I Remittance Rate
26
I-26-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-25-A
REMIC I Remittance Rate
27
I-27-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-26-A
REMIC I Remittance Rate
28
I-28-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-27-A
REMIC I Remittance Rate
29
I-29-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-28-A
REMIC I Remittance Rate
30
I-30-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-29-A
REMIC I Remittance Rate
31
I-31-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-30-A
REMIC I Remittance Rate
32
I-32-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-31-A
REMIC I Remittance Rate
33
I-33-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-32-A
REMIC I Remittance Rate
34
I-34-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-33-A
REMIC I Remittance Rate
35
I-35-A through I-52-A
2 multiplied by
Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-34-A
REMIC I Remittance Rate
36
I-36-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-35-A
REMIC I Remittance Rate
37
I-37-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-36-A
REMIC I Remittance Rate
38
I-38-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-37-A
REMIC I Remittance Rate
39
I-39-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-38-A
REMIC I Remittance Rate
40
I-40-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-39-A
REMIC I Remittance Rate
41
I-41-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-40-A
REMIC I Remittance Rate
42
I-42-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-41-A
REMIC I Remittance Rate
43
I-43-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I
Remittance Rate
I-1-A through I-42-A
REMIC I Remittance Rate
44
I-44-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-43-A
REMIC I Remittance Rate
45
I-45-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-44-A
REMIC I Remittance Rate
46
I-46-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-45-A
REMIC I Remittance Rate
47
I-47-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-46-A
REMIC I Remittance Rate
48
I-48-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-47-A
REMIC I Remittance Rate
49
I-49-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-48-A
REMIC I Remittance Rate
50
I-50-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-49-A
REMIC I Remittance Rate
51
I-51-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-50-A
REMIC I Remittance Rate
52
I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-51-A
REMIC I Remittance Rate
thereafter
I-1-A through I-52-A
REMIC I Remittance Rate
</TABLE>
With respect to REMIC II Regular Interest II-LT2GRP, a per
annum rate (but not less than zero) equal to the weighted average
of (x) with
respect to REMIC I Regular Interest II and REMIC I Group II Regular
Interests
ending with the designation "B", the weighted average of the REMIC
I Remittance
Rates for such REMIC I Regular Interests, weighted on the basis of
the
Uncertificated Balances of each such REMIC I Regular Interest for
each such
Distribution Date and (y) with respect to REMIC I Group II Regular
Interests
ending with the designation "A", for each Distribution Date listed
below, the
weighted average of the rates listed below for such REMIC I Regular
Interests
listed below, weighted on the basis of the Uncertificated Balances
of each such
REMIC I Regular Interest for each such Distribution Date:
<TABLE>
<CAPTION>
DISTRIBUTION
DATE
REMIC I REGULAR INTEREST
RATE
----------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
1
II-1-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
2
II-2-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A
REMIC I Remittance Rate
3
II-3-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A and II-2-A
REMIC I Remittance Rate
4
II-4-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-3-A
REMIC I Remittance Rate
5
II-5-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-4-A
REMIC I Remittance Rate
6
II-6-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-5-A
REMIC I Remittance Rate
7
II-7-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-6-A
REMIC I Remittance Rate
8
II-8-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-7-A
REMIC I Remittance Rate
9
II-9-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-8-A
REMIC I Remittance Rate
10
II-10-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-9-A
REMIC I Remittance Rate
11
II-11-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A
through II-10-A
REMIC I Remittance Rate
12
II-12-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-11-A
REMIC I Remittance Rate
13
II-13-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-12-A
REMIC I Remittance Rate
14
II-14-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-13-A
REMIC I Remittance Rate
15
II-15-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-14-A
REMIC I Remittance Rate
16
II-16-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-15-A
REMIC I Remittance Rate
17
II-17-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-16-A
REMIC I Remittance Rate
18
II-18-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-17-A
REMIC I Remittance Rate
19
II-19-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-18-A
REMIC I Remittance Rate
20
II-20-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-19-A
REMIC I Remittance Rate
21
II-21-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-20-A
REMIC I Remittance Rate
22
II-22-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-21-A
REMIC I Remittance Rate
23
II-23-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-22-A
REMIC I Remittance Rate
24
II-24-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-23-A
REMIC I Remittance Rate
25
II-25-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-24-A
REMIC I Remittance Rate
26
II-26-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-25-A
REMIC I Remittance Rate
27
II-27-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-26-A
REMIC I Remittance Rate
28
II-28-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-27-A
REMIC I Remittance Rate
29
II-29-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-28-A
REMIC I Remittance Rate
30
II-30-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-29-A
REMIC I Remittance Rate
31
II-31-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-30-A
REMIC I Remittance Rate
32
II-32-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-31-A
REMIC I Remittance Rate
33
II-33-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-32-A
REMIC I Remittance Rate
34
II-34-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-33-A
REMIC I Remittance Rate
35
II-35-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-34-A
REMIC I Remittance Rate
36
II-36-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-35-A
REMIC I Remittance Rate
37
II-37-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-36-A
REMIC I Remittance Rate
38
II-38-A through II-52-A
2 multiplied by Swap LIB
