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EXHIBIT 4.1
MERRILL LYNCH MORTGAGE INVESTORS, INC.
Depositor
[MASTER SERVICER AND SECURITIES ADMINISTRATOR],
Master Servicer and Securities Administrator
[SERVICER],
Servicer
and
[TRUSTEE],
Trustee
--------------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of [DATE]
--------------------------------------
[TRUST NAME],
MORTGAGE LOAN ASSET-BACKED CERTIFICATES, SERIES [________]
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TABLE OF CONTENTS
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ARTICLE I
DEFINITIONS............................................................................
1
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND
WARRANTIES........................... 52
Section 2.01.
Conveyance of Mortgage
Loans............................................ 53
Section 2.02.
Acceptance by the Trustee of the Mortgage
Loans......................... 56
Section 2.03.
Representations, Warranties and Covenants of the
Depositor.............. 57
Section 2.04.
Representations and Warranties of the Master Servicer;
Representations and Warranties of the Servicer; Representations
and Warranties of the Securities
Administrator.......................... 62
Section 2.05.
Substitutions and Repurchases of Mortgage Loans that are not
"Qualified
Mortgages."..................................................
65
Section 2.06.
Authentication and Delivery of
Certificates............................. 65
Section 2.07. REMIC
Elections.........................................................
65
Section 2.08.
[RESERVED]..............................................................
69
Section 2.09.
Covenants of the
Servicer...............................................
69
Section 2.10.
[RESERVED]..............................................................
69
Section 2.11.
Permitted Activities of the
Trust....................................... 69
Section 2.12.
Qualifying Special Purpose
Entity....................................... 70
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS......................................... 70
Section 3.01. Servicer
to Service Mortgage Loans......................................
70
Section 3.02.
Servicing and Subservicing; Enforcement of the Obligations of
Servicer................................................................
72
Section 3.03. Rights
of the Depositor, the Securities Administrator and the
Trustee in Respect of the
Servicer...................................... 72
Section 3.04. Master
Servicer to Act as Servicer......................................
73
Section 3.05.
Collection of Mortgage Loan Payments; Collection Account;
Certificate
Account.....................................................
73
Section 3.06.
Collection of Taxes, Assessments and Similar Items; Escrow
Accounts................................................................
77
Section 3.07. Access
to Certain Documentation and Information Regarding the
Mortgage
Loans..........................................................
78
Section 3.08.
Permitted Withdrawals from the Collection Account and
Certificate
Account.....................................................
78
Section 3.09.
[RESERVED]..............................................................
80
Section 3.10.
Maintenance of Hazard
Insurance......................................... 80
Section 3.11.
Enforcement of Due-On-Sale Clauses; Assumption
Agreements............... 81
Section 3.12.
Realization Upon Defaulted Mortgage Loans; Determination of
Excess
Proceeds.........................................................
82
Section 3.13. Trustee
to Cooperate; Release of Mortgage Files.........................
85
Section 3.14.
Documents, Records and Funds in Possession of Servicer to be
Held for the
Trustee....................................................
87
Section 3.15.
Servicing
Compensation..................................................
87
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Section 3.16. Access
to Certain Documentation.........................................
88
Section 3.17. Annual
Statement as to Compliance.......................................
88
Section 3.18. Annual
Independent Public Accountants' Servicing Statement;
Financial
Statements....................................................
88
Section 3.19. Rights
of the NIMs Insurer..............................................
88
Section 3.20.
[RESERVED]..............................................................
88
Section 3.21. Annual
Certificate by Securities Administrator..........................
89
Section 3.22. Annual
Certificate by Servicer..........................................
89
Section 3.23.
Prepayment Charge Reporting
Requirements................................ 90
Section 3.24.
Statements to Securities
Administrator.................................. 90
Section 3.25.
Indemnification.........................................................
90
Section 3.26.
Nonsolicitation.........................................................
92
ARTICLE IV
DISTRIBUTIONS..........................................................................
92
Section 4.01.
Advances................................................................
92
Section 4.02.
Reduction of Servicing Compensation in Connection with
Prepayment Interest
Shortfalls.......................................... 93
Section 4.03.
Distributions on the REMIC
Interests.................................... 93
Section 4.04.
Distributions...........................................................
94
Section 4.05. Monthly
Statements to Certificateholders................................
100
ARTICLE V
THE
CERTIFICATES.......................................................................
104
Section 5.01. The
Certificates........................................................
104
Section 5.02.
Certificate Register; Registration of Transfer and Exchange of
Certificates............................................................
105
Section 5.03.
Mutilated, Destroyed, Lost or Stolen
Certificates....................... 112
Section 5.04. Persons
Deemed Owners...................................................
113
Section 5.05. Access
to List of Certificateholders' Names and Addresses...............
113
Section 5.06.
Book-Entry
Certificates.................................................
113
Section 5.07. Notices
to Depository...................................................
114
Section 5.08.
Definitive
Certificates.................................................
114
Section 5.09.
Maintenance of Office or
Agency......................................... 115
ARTICLE VI THE
DEPOSITOR, THE MASTER SERVICER, THE SERVICER AND THE SECURITIES
ADMINISTRATOR...... 115
Section 6.01.
Respective Liabilities of the Depositor, the Master Servicer,
the Servicer and the Securities
Administrator........................... 115
Section 6.02. Merger
or Consolidation of the Depositor, the Master Servicer,
the Servicer or the Securities
Administrator............................ 115
Section 6.03.
Limitation on Liability of the Depositor, the Securities
Administrator, the Master Servicer, the Servicer and
Others............. 116
Section 6.04.
Limitation on Resignation of
Servicer................................... 117
Section 6.05. Errors
and Omissions Insurance; Fidelity Bonds..........................
117
Section 6.06.
Limitation on Resignation of the Master
Servicer........................ 118
Section 6.07.
Assignment of Master
Servicing.......................................... 118
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ARTICLE VII DEFAULT;
TERMINATION OF
SERVICER......................................................
118
Section 7.01. Events
of Default......................................................
118
Section 7.02. Servicer
Trigger Event.................................................
120
Section 7.03. Master
Servicer to Act; Appointment of Successor.......................
121
Section 7.04.
Notification to
Certificateholders.....................................
122
ARTICLE VIII CONCERNING THE TRUSTEE and the securities
administrator............................... 123
Section 8.01. Duties
of the Trustee and the Securities Administrator.................
123
Section 8.02. Certain
Matters Affecting the Trustee and the Securities
Administrator..........................................................
124
Section 8.03. Trustee
and Securities Administrator Not Liable for Certificates
or Mortgage
Loans......................................................
125
Section 8.04. Trustee
and Securities Administrator May Own Certificates..............
126
Section 8.05.
Trustee's and Securities Administrator's Fees and
Expenses............. 126
Section 8.06.
Indemnification and Expenses of
Trustee................................ 126
Section 8.07.
Eligibility Requirements for
Trustee................................... 127
Section 8.08.
Resignation and Removal of
Trustee..................................... 127
Section 8.09.
Successor
Trustee......................................................
128
Section 8.10. Merger
or Consolidation of Trustee.....................................
128
Section 8.11.
Appointment of Co-Trustee or Separate
Trustee.......................... 129
Section 8.12. Tax
Matters............................................................
130
ARTICLE IX
TERMINATION...........................................................................
132
Section 9.01.
Termination upon Liquidation or Auction of all Mortgage
Loans.......... 132
Section 9.02. Final
Distribution on the Certificates.................................
133
Section 9.03.
Additional Termination
Requirements.................................... 134
ARTICLE X
MISCELLANEOUS
PROVISIONS..............................................................
134
Section 10.01.
Amendment..............................................................
134
Section 10.02.
Counterparts...........................................................
136
Section 10.03. Governing
Law..........................................................
136
Section 10.04. Intention of
Parties...................................................
136
Section 10.05.
Notices................................................................
137
Section 10.06. Severability of
Provisions.............................................
137
Section 10.07.
Assignment.............................................................
138
Section 10.08. Limitation on Rights of
Certificateholders............................. 138
Section 10.09. Inspection and Audit
Rights............................................ 138
Section 10.10. Certificates Nonassessable and Fully
Paid.............................. 139
Section 10.11. Third Party
Rights.....................................................
139
Section 10.12. Additional Rights of the NIMs
Insurer.................................. 139
Section 10.13. Assignment; Sales; Advance
Facilities.................................. 139
ARTICLE XI
ADMINISTRATION AND MASTER SERVICING OF THE MORTGAGE
LOANS............................. 142
Section 11.01. Master
Servicer........................................................
142
Section 11.02. Monitoring of
Servicer.................................................
143
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Section 11.03. Fidelity
Bond..........................................................
143
Section 11.04. Power to Act;
Procedures...............................................
144
Section 11.05. Documents, Records and Funds in Possession of Master
Servicer to
Be Held for
Trustee....................................................
144
Section 11.06. Trustee to Retain Possession of Certain Insurance
Policies and
Documents..............................................................
145
Section 11.07. Compensation for the Master Servicer and the
Securities
Administrator..........................................................
145
Section 11.08. Annual Statement as to
Compliance...................................... 145
Section 11.09. Periodic
Filings.......................................................
146
Section 11.10. Obligation of the Master Servicer in Respect of
Prepayment
Interest
Shortfalls....................................................
146
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EXHIBIT A
FORMS OF CERTIFICATES
EXHIBIT B-1
MORTGAGE LOAN SCHEDULE - MORTGAGE POOL
EXHIBIT B-2
MORTGAGE LOAN SCHEDULE - GROUP ONE MORTGAGE LOANS
EXHIBIT B-3
MORTGAGE LOAN SCHEDULE - GROUP TWO MORTGAGE LOANS
EXHIBIT C
[RESERVED]
EXHIBIT D
FORM OF TRUSTEE CERTIFICATION
EXHIBIT E-1
FORM OF CLASS R TRANSFEREE'S LETTER AND AFFIDAVIT
EXHIBIT E-2
FORM OF CLASS R TRANSFEROR'S AFFIDAVIT
EXHIBIT F
FORM OF TRANSFEROR CERTIFICATE
EXHIBIT G
FORM OF INVESTMENT LETTER (ACCREDITED INVESTOR)
EXHIBIT H
FORM OF RULE 144A LETTER (QUALIFIED INSTITUTIONAL BUYER)
EXHIBIT I
FORM OF REQUEST FOR RELEASE
EXHIBIT J
[RESERVED]
EXHIBIT K
FORM OF OFFICER'S CERTIFICATE OF TRUSTEE
EXHIBIT L
FORM OF OFFICER'S CERTIFICATE OF SERVICER
EXHIBIT M-1
FORM OF DELINQUENCY REPORT
EXHIBIT M-2
FORM OF MONTHLY REMITTANCE ADVICE
EXHIBIT M-3
FORM OF REALIZED LOSS REPORT
EXHIBIT N-1
CLASS A-1 CAP CONTRACT
EXHIBIT N-2
CLASS A-2 CAP CONTRACT
EXHIBIT N-3
CLASS A-3/CLASS M CAP CONTRACT
EXHIBIT N-4
CLASS B CAP CONTRACT
EXHIBIT O-1
ONE-MONTH LIBOR CAP TABLE - CLASS A-1 CAP CONTRACT
EXHIBIT O-2
ONE MONTH LIBOR CAP TABLE - CLASS A-2 CAP CONTRACT
EXHIBIT O-3
ONE MONTH LIBOR CAP TABLE - CLASS A-3/CLASS M CAP CONTRACT
EXHIBIT O-4
ONE MONTH LIBOR CAP TABLE - CLASS B CAP CONTRACT
EXHIBIT P
FORM OF POWER OF ATTORNEY
EXHIBIT Q
FORM OF TRANSFEROR REPRESENTATION LETTER
FOR TRANSFER TO REGULATION S BOOK-ENTRY CERTIFICATE
FROM A HOLDER OF A RULE 144A BOOK-ENTRY CERTIFICATE OR DEFINITIVE
CERTIFICATE
EXHIBIT R
FORM OF TRANSFEROR REPRESENTATION LETTER
FOR TRANSFER PURSUANT TO RULE 144A FROM A HOLDER OF
A REGULATION S BOOK-ENTRY CERTIFICATE OR DEFINITIVE
CERTIFICATE
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<PAGE>
POOLING
AND SERVICING AGREEMENT (the "Agreement"), dated as of [DATE],
among MERRILL LYNCH MORTGAGE INVESTORS, INC., as depositor (the
"Depositor"),
[MASTER SERVICER AND SECURITIES ADMINISTRATOR], as master servicer
(the "Master
Servicer") and securities administrator (the "Securities
Administrator"),
[SERVICER], as servicer (the "Servicer") and [TRUSTEE], as trustee
(the
"Trustee").
The
Depositor is the owner of the Trust Fund that is hereby conveyed
to
the Trustee in return for the Certificates. The Trust Fund for
federal income
tax purposes will consist of (i) two real estate mortgage
investment conduits,
(ii) the right to receive payments distributable to the Class P
Certificates
pursuant to Section 4.04(b)(i) hereof, (iii) each Cap Contract and
the Cap
Contract Account and (iv) the grantor trusts described in Section
2.07 hereof.
The Lower Tier REMIC will consist of all of the assets constituting
the Trust
Fund (other than the assets described in clauses (ii), (iii) and
(iv) above and
the Lower Tier REMIC Regular Interests) and will be evidenced by
the Lower Tier
REMIC Regular Interests (which will be uncertificated and will
represent the
"regular interests" in the Lower Tier REMIC) and the Class LTR
Interest as the
single "residual interest" in the Lower Tier REMIC. The Trustee
will hold the
Lower Tier REMIC Regular Interests. The Upper Tier REMIC will
consist of the
Lower Tier REMIC Regular Interests and will be evidenced by the
REMIC Regular
Interests (which will represent the "regular interests" in the
Upper Tier REMIC)
and the Residual Interest as the single "residual interest" in the
Upper Tier
REMIC. The Class R Certificate will represent beneficial ownership
of the Class
LTR Interest and the Residual Interest. The "latest possible
maturity date" for
federal income tax purposes of all interests created hereby will be
the Latest
Possible Maturity Date.
All
covenants and agreements made by the Transferor in the Transfer
Agreement, by the Seller in the Sale Agreement and by the Depositor
and the
Trustee herein with respect to the Mortgage Loans and the other
property
constituting the Trust Fund are for the benefit of the Holders from
time to time
of the Certificates and, to the extent provided herein, the NIMs
Insurer.
In
consideration of the mutual agreements herein contained, the
Depositor,
the Master Servicer, the Securities Administrator, the Servicer and
the Trustee
hereby agree as follows:
ARTICLE I
DEFINITIONS
Whenever
used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following
meanings:
Accepted
Master Servicing Practices: With respect to any Mortgage Loan,
as
applicable, either (x) those customary mortgage master servicing
practices of
prudent master servicing institutions that master service mortgage
loans of the
same type and quality as such Mortgage Loan in the jurisdiction
where the
related Mortgaged Property is located, to the extent applicable to
the Master
Servicer (except in its capacity as successor to the Servicer), or
(y) as
provided in Section 11.01 hereof, but in no event below the
standard set forth
in clause (x) of this definition.
Accepted
Servicing Practices: The Servicer's normal servicing practices,
which will conform to the mortgage servicing practices of prudent
mortgage
lending institutions that service for their own account mortgage
loans of the
same type as the Mortgages Loans in the jurisdictions in which the
related
Mortgaged Properties (or Underlying Mortgaged Properties in the
case of Co-op
Loans) are located.
Accrual
Period: With respect to each Class of Certificates and the
Lower
Tier REMIC Interests and any Distribution Date, the period
commencing on the
immediately preceding Distribution Date (or, in
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the case of the first Distribution Date, the Closing Date) and
ending on the day
immediately preceding such Distribution Date. All calculations of
interest on
each Class of Certificates and the Lower Tier REMIC Interests will
be made on
the basis of the actual number of days elapsed in the related
Accrual Period and
a 360 day year.
Adjustable
Rate Mortgage Loan: A Mortgage Loan identified in the Mortgage
Loan Schedule as having a Mortgage Rate that is adjustable.
Adjustment
Date: As to each Adjustable Rate Mortgage Loan, each date on
which the related Mortgage Rate is subject to adjustment, as
provided in the
related Mortgage Note.
Advance:
The aggregate of the advances required to be made by the
Servicer
with respect to any Distribution Date pursuant to Section 4.01, the
amount of
any such advances being equal to the sum of the aggregate amount of
all payments
of principal and interest (net of the Servicing Fee) on the
Mortgage Loans that
were due during the applicable Due Period and not received as of
the close of
business on the related Determination Date (other than the
principal portion of
any Balloon Amount), less the aggregate amount of any such
Delinquent payments
that the Servicer has determined would constitute a Non-Recoverable
Advance were
an advance to be made with respect thereto; provided, however, that
with respect
to any Mortgage Loan that has been converted to an REO Property,
the obligation
to make advances shall be limited to payments of interest.
Advance
Facility: A financing or other facility as described in Section
10.13.
Advance
Facility Notice: As defined in Section 10.13(b).
Advance
Financing Person: As defined in Section 10.13(a).
Advance
Reimbursement Amount: As defined in Section 10.13(b).
Affiliate:
With respect to any specified Person, any other Person
controlling, controlled by or under common control with such
Person. For the
purposes of this definition, "control" means the power to direct
the management
and policies of a Person, directly or indirectly, whether through
ownership of
voting securities, by contract or otherwise; and the terms
"controlling" and
"controlled" have meanings correlative to the foregoing.
Aggregate
Certificate Principal Balance: For any date of determination,
the sum of the Class A-1 Certificate Principal Balance, the Class
A-2A1
Certificate Principal Balance, the Class A-2A2 Certificate
Principal Balance,
the Class A-2B Certificate Principal Balance, the Class A-3
Certificate
Principal Balance, the Class R Certificate Principal Balance, the
Class M-1
Certificate Principal Balance, the Class M-2 Certificate Principal
Balance, the
Class M-3 Certificate Principal Balance, the Class M-4 Certificate
Principal
Balance, the Class M-5 Certificate Principal Balance, the Class M-6
Certificate
Principal Balance, the Class B-1A Certificate Principal Balance,
Class B-1B
Certificate Principal Balance, the Class B-2A Certificate Principal
Balance, the
Class B-2B Certificate Principal Balance, the Class B-3A
Certificate Principal
Balance, the Class B-3B Certificate Principal Balance, the Class
B-4A
Certificate Principal Balance and the Class B-4B Certificate
Principal Balance,
in each case as of such date of determination.
Agreement:
This Pooling and Servicing Agreement and any and all amendments
or supplements hereto made in accordance with the terms herein.
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Applied
Realized Loss Amount: With respect to any Distribution Date,
the
amount, if any, by which, the sum of (i) the Aggregate Certificate
Principal
Balance and (ii) the Class C Certificate Principal Balance after
distributions
of principal on such Distribution Date exceeds the aggregate Stated
Principal
Balance of the Mortgage Loans as of such Distribution Date.
Appraised
Value: With respect to a Mortgage Loan the proceeds of which
were used to purchase the related Mortgaged Property (or the
related residential
dwelling unit in the Underlying Mortgaged Property in the case of a
Co-op Loan),
the "Appraised Value" of a Mortgaged Property (or the related
residential
dwelling unit in the Underlying Mortgaged Property in the case of a
Co-op Loan)
is the lesser of (1) the appraised value based on an appraisal made
for the
Seller by an independent fee appraiser at the time of the
origination of the
related Mortgage Loan, and (2) the sales price of such Mortgaged
Property (or
the related residential dwelling unit in the Underlying Mortgaged
Property in
the case of a Co-op Loan) at such time of origination. With respect
to a
Mortgage Loan the proceeds of which were used to refinance an
existing mortgage
loan, the "Appraised Value" is the appraised value of the Mortgaged
Property (or
the related residential dwelling unit in the Underlying Mortgaged
Property in
the case of a Co-op Loan) based upon the appraisal obtained at the
time of
refinancing.
Assignment
of Mortgage: An assignment of the Mortgage, notice of transfer
(or UCC-3 assignment (or equivalent instrument) with respect to
each Co-op Loan)
or equivalent instrument, in recordable form (except in the case of
a Co-op
Loan) (except for the name of the assignee if such Mortgage Loan is
endorsed in
blank), sufficient under the laws of the jurisdiction where the
related
Mortgaged Property (or Underlying Mortgaged Property, in the case
of a Co-op
Loan) is located to reflect of record the sale and assignment of
the Mortgage
Loan to the Trustee, which assignment, notice of transfer or
equivalent
instrument may, if permitted by law, be in the form of one or more
blanket
assignments covering Mortgages secured by Mortgaged Properties
located in the
same county.
Available
Funds Cap: Any of the Class A-1 Available Funds Cap, the Class
A-2 Available Funds Cap or the Weighted Average Available Funds
Cap.
Balloon
Loan: A Mortgage Loan having an original term to stated
maturity
of approximately 10 years which provides for level monthly payments
of principal
and interest based on a 30-year amortization schedule, with a
balloon payment of
the remaining outstanding principal balance due on such Mortgage
Loan at its
stated maturity.
Book-Entry
Certificates: Any of the Certificates that shall be registered
in the name of the Depository or its nominee, the ownership of
which is
reflected on the books of the Depository or on the books of a
Person maintaining
an account with the Depository (directly, as a "Depository
Participant," or
indirectly, as an indirect participant in accordance with the rules
of the
Depository and as described in Section 5.06). As of the Closing
Date, each of
the Class A (other than the Class R Certificate), Class M and Class
B
Certificates constitutes a Class of Book-Entry Certificates.
Bring Down
Letter: Those certain letter agreements, dated as of __________
between Transferor and the Seller, with respect to the Mortgage
Loans.
Business
Day: Any day other than (1) a Saturday or a Sunday, or (2) a
day
on which banking institutions in the State of California, State of
Maryland,
State of Minnesota, State of Texas and in the City of New York, New
York are
authorized or obligated by law or executive order to be closed.
Cap
Contract: Any of the Class A-1 Cap Contract, the Class A-2 Cap
Contract, the Class A-3/Class M Cap Contract or the Class B Cap
Contract.
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Cap
Contract Account: The separate Eligible Account created and
maintained
by the Securities Administrator pursuant to Section 4.04(k)(i) in
the name of
the Trustee for the benefit of the Trust Fund and designated
"[SECURITIES
ADMINISTRATOR], as securities administrator for [TRUSTEE], as
trustee, in trust
for registered holders of [TRUST NAME], Mortgage Loan Asset-Backed
Certificates,
Series [_______]." Funds in the Cap Contract Account shall be held
in trust for
the Trust Fund for the uses and purposes set forth in this
Agreement.
Cap
Contract Counterparty: [CAP CONTRACT COUNTERPARTY].
Cap
Contract Notional Balance: Any of the Class A-1 Cap Contract
Notional
Balance, the Class A-2 Cap Contract Notional Balance, the Class
A-3/Class M Cap
Contract Notional Balance or the Class B Cap Contract Notional
Balance.
Cap
Contract Termination Date: Any of the Class A-1 Cap Contract
Termination Date, the Class A-2 Cap Contract Termination Date, the
Class
A-3/Class M Cap Contract Termination Date or the Class B Cap
Contract
Termination Date.
Certificate: Any one of the certificates of any Class executed by
the
Securities Administrator and authenticated by the Securities
Administrator in
substantially the forms attached hereto as Exhibit A.
Certificate Account: The separate Eligible Account created and
maintained
by the Securities Administrator pursuant to Section 3.05(e) in the
name of the
Trustee for the benefit of the Certificateholders and designated
"[SECURITIES
ADMINISTRATOR], as securities administrator for [TRUSTEE], as
trustee, in trust
for registered holders of [TRUST NAME], Mortgage Loan Asset-Backed
Certificates,
Series [_____]." Funds in the Certificate Account shall be held in
trust for the
Certificateholders for the uses and purposes set forth in this
Agreement.
Certificate Group: Either of Certificate Group One or Certificate
Group
Two.
Certificate Group One: The Class A-1 and Class R Certificates.
For
purposes of Section 2.07 hereof, Certificate Group One shall be
related to Group
One.
Certificate Group Two: The Class A-2A1, Class A-2A2 and Class
A-2B
Certificates. For purposes of Section 2.07 hereof, Certificate
Group Two shall
be related to Group Two.
Certificate Owner: With respect to a Book-Entry Certificate, the
Person
that is the beneficial owner of such Book-Entry Certificate.
Certificate Principal Balance: As to any Certificate and as of
any
Distribution Date, the Initial Certificate Principal Balance of
such Certificate
less the sum of (1) all amounts distributed with respect to such
Certificate in
reduction of the Certificate Principal Balance thereof on previous
Distribution
Dates pursuant to Section 4.04, and (2) any Applied Realized Loss
Amounts
allocated to such Certificate on previous Distribution Dates
pursuant to Section
4.04(i). On each Distribution Date, after all distributions of
principal on such
Distribution Date, a portion of the Class C Interest Carry Forward
Amount in an
amount equal to the excess of the Overcollateralization Amount on
such
Distribution Date over the Overcollateralization Amount as of the
preceding
Distribution Date (or, in the case of the first Distribution Date,
the initial
Overcollateralization Amount) will be added to the aggregate
Certificate
Principal Balance of the Class C Certificates (on a pro rata
basis).
Notwithstanding the foregoing on any Distribution Date relating to
a Due Period
in which a Subsequent Recovery has been received by the Servicer,
the
Certificate Principal Balance of any Class of Certificates then
outstanding for
which any Applied Realized Loss Amount has been allocated will be
increased, in
order of seniority, by an amount
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equal to the lesser of (i) the Unpaid Realized Loss Amount for such
Class of
Certificates and (ii) the total of any Subsequent Recovery
distributed on such
date to the Certificateholders (reduced by the amount of the
increase in the
Certificate Principal Balance of any more senior Class of
Certificates pursuant
to this sentence on such Distribution Date).
Certificate Register: The register maintained pursuant to Section
5.02
hereof.
Certificateholder or Holder: The Person in whose name a Certificate
is
registered in the Certificate Register (initially, Cede & Co.,
as nominee for
the Depository) in the case of any Class of Regular Certificates or
the Class R
Certificate, except that solely for the purpose of giving any
consent pursuant
to this Agreement, any Certificate registered in the name of the
Depositor or
any Affiliate of the Depositor shall be deemed not to be
Outstanding and the
Percentage Interest evidenced thereby shall not be taken into
account in
determining whether the requisite amount of Percentage Interests
necessary to
effect such consent has been obtained; provided, however, that if
any such
Person (including the Depositor) owns 100% of the Percentage
Interests evidenced
by a Class of Certificates, such Certificates shall be deemed to be
Outstanding
for purposes of any provision hereof that requires the consent of
the Holders of
Certificates of a particular Class as a condition to the taking of
any action
hereunder. The Securities Administrator and the Trustee are
entitled to rely
conclusively on a certification of the Depositor or any Affiliate
of the
Depositor in determining which Certificates are registered in the
name of an
Affiliate of the Depositor.
Class: All
Certificates bearing the same Class designation as set forth in
Section 5.01 hereof.
Class A
Certificate Principal Balance: As of any date of determination,
the sum of the Class A-1 Certificate Principal Balance, the Class
A-2A1
Certificate Principal Balance, the Class A-2A2 Certificate
Principal Balance,
the Class A-2B Certificate Principal Balance, the Class A-3
Certificate
Principal Balance and the Class R Certificate Principal
Balance.
Class A
Certificates: Any of the Class A-1 Certificates, the Class A-2
Certificates, the Class A-3 Certificates and the Class R
Certificates.
Class A
Principal Distribution Amount: With respect to any Distribution
Date (1) prior to the related Stepdown Date or any Distribution
Date on which a
Stepdown Trigger Event exists, 100% of the Principal Distribution
Amount for
such Distribution Date and (2) on or after the Stepdown Date where
a Stepdown
Trigger Event does not exist, the excess of (A) the Class A
Certificate
Principal Balance immediately prior to such Distribution Date over
(B) the
lesser of (i) ____% of the aggregate Stated Principal Balance of
the Mortgage
Loans as of the end of the immediately preceding Due Period and
(ii) the excess
of the aggregate Stated Principal Balance of the Mortgage Loans as
of the end of
the immediately preceding Due Period over the Minimum Required
Overcollateralization Amount; provided, however, that in no event
will the Class
A Principal Distribution Amount with respect to any Distribution
Date exceed the
aggregate Certificate Principal Balance of the Class A
Certificates.
Class A-1
Available Funds Cap: With respect to a Distribution Date, the
per annum rate equal to the product of (i) 12, (ii) the quotient of
(x) the
total scheduled interest on the Mortgage Loans in Group One based
on the Net
Mortgage Rates in effect on the related Due Date divided by (y) the
aggregate
Stated Principal Balance of the Mortgage Loans in Group One as of
the first day
of the related Accrual Period (or, in the case of the first
Distribution Date,
as of the Cut-off Date) and (iii) a fraction, the numerator of
which is 30, and
the denominator of which is the actual number of days in the
related Accrual
Period.
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Class A-1
Cap Contract: The confirmation and agreement between the Trust
Fund or Trustee and the Cap Contract Counterparty (in the form of
Exhibit N-1
hereto).
Class A-1
Cap Contract Notional Balance: With respect to any Distribution
Date, the Class A-1 Cap Contract Notional Balance set forth for
such
Distribution Date in the Class A-1 One-Month LIBOR Cap Table
attached hereto as
Exhibit O-1.
Class A-1
Cap Contract Termination Date: The Distribution Date in July
2008.
Class A-1
Certificates: Any Certificate designated as a "Class A-1
Certificate" on the face thereof, in the form of Exhibit A hereto,
representing
the right to distributions as set forth herein.
Class A-1
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance of the Class A-1
Certificates.
Class A-1
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class A-1
Pass-Through Rate on
the Class A-1 Certificate Principal Balance as of such Distribution
Date plus
the portion of any previous distributions on such Class in respect
of Current
Interest or a Class A-1 Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any
Non-Supported Interest
Shortfall allocated on such Distribution Date to the Class A-1
Certificates.
Class A-1
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class A-1 Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
A-1 Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable
law) at the
Class A-1 Pass-Through Rate for the related Accrual Period.
Class A-1
Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, ____% per annum and, as of any
Distribution
Date after the Initial Optional Termination Date, ____% per
annum.
Class A-1
Maximum Rate Cap: With respect to a Distribution Date, the per
annum rate, adjusted to reflect the length of the related Accrual
Period, equal
to the weighted average of the maximum lifetime Net Mortgage Rates
on the
Adjustable Rate Mortgage Loans in Group One and the Net Mortgage
Rates on the
Fixed Rate Mortgage Loans in Group One. The Class A-1 Maximum Rate
Cap shall
relate to the Class A-1 and Class R Certificates.
Class A-1
Pass-Through Rate: For the first Distribution Date, 4.320% per
annum. As of any Distribution Date thereafter, the lesser of (1)
One-Month LIBOR
plus the Class A-1 Margin and (2) the Class A-1 Available Funds Cap
for such
Distribution Date.
Class A-1
Upper Collar: With respect to each Distribution Date with
respect to which payments are received on the Class A-1 Cap
Contract, a rate
equal to the lesser of One-Month LIBOR and _____% per annum.
Class A-2
Available Funds Cap: With respect to a Distribution Date, the
per annum rate equal to the product of (i) 12, (ii) the quotient of
(x) the
total scheduled interest on the Mortgage Loans in Group Two based
on the Net
Mortgage Rates in effect on the related Due Date divided by (y) the
aggregate
Stated Principal Balance of the Mortgage Loans in Group Two as of
the first day
of the related Accrual Period (or, in the case of the first
Distribution Date,
as of the Cut-off Date) and (iii) a fraction, the
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<PAGE>
numerator of which is 30, and the denominator of which is the
actual number of
days in the related Accrual Period.
Class A-2
Cap Contract: The confirmation and agreement between the Trust
Fund or Trustee and the Cap Contract Counterparty (in the form of
Exhibit N-2
hereto).
Class A-2
Cap Contract Notional Balance: With respect to any Distribution
Date, the Class A-2 Cap Contract Notional Balance set forth for
such
Distribution Date in the Class A-2 One-Month LIBOR Cap Table
attached hereto as
Exhibit O-2.
Class A-2
Cap Contract Termination Date: The Distribution Date in
_______.
Class A-2
Certificates: Any of the Class A-2A1, Class A-2A2 and Class
A-2B
Certificates.
Class A-2
Maximum Rate Cap: With respect to a Distribution Date, the per
annum rate, adjusted to reflect the length of the related Accrual
Period, equal
to the weighted average of the maximum lifetime Net Mortgage Rates
on the
Adjustable Rate Mortgage Loans in Group Two and the Net Mortgage
Rates on the
Fixed Rate Mortgage Loans in Group Two. The Class A-2 Maximum Rate
Cap shall
relate to the Class A-2 Certificates.
Class A-2
Upper Collar: With respect to each Distribution Date with
respect to which payments are received on the Class A-2 Cap
Contract, a rate
equal to the lesser of One-Month LIBOR and _____% per annum.
Class
A-2A1 Certificate: Any Certificate designated as a "Class A-2A1
Certificate" on the face thereof, in the form of Exhibit A hereto,
representing
the right to distributions as set forth herein.
Class
A-2A1 Certificate Principal Balance: As of any date of
determination, the aggregate Certificate Principal Balance of the
Class A-2A1
Certificates.
Class
A-2A1 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class A-2A1
Pass-Through Rate
on the Class A-2A1 Certificate Principal Balance as of such
Distribution Date
plus the portion of any previous distributions on such Class in
respect of
Current Interest or a Class A-2A1 Interest Carry Forward Amount
that is
recovered as a voidable preference by a trustee in bankruptcy, less
any
Non-Supported Interest Shortfall allocated on such Distribution
Date to the
Class A-2A1 Certificates. For purposes of calculating interest,
principal
distributions on a Distribution Date will be deemed to have been
made on the
first day of the Accrual Period in which such Distribution Date
occurs.
Class
A-2A1 Interest Carry Forward Amount: As of any Distribution
Date,
the sum of (1) the excess of (A) the Class A-2A1 Current Interest
with respect
to prior Distribution Dates over (B) the amount actually
distributed to the
Class A-2A1 Certificates with respect to interest on such prior
Distribution
Dates and (2) interest on such excess (to the extent permitted by
applicable
law) at the Class A-2A1 Pass-Through Rate for the related Accrual
Period.
Class
A-2A1 Margin: As of any Distribution Date up to and including
the
Initial Optional Termination Date, ____% per annum and, as of any
Distribution
Date after the Initial Optional Termination Date, ____% per
annum.
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<PAGE>
Class
A-2A1 Pass-Through Rate: For the first Distribution Date, ____%
per
annum. As of any Distribution Date thereafter, the lesser of (1)
One-Month LIBOR
plus the Class A-2A1 Margin and (2) the Class A-2 Available Funds
Cap for such
Distribution Date.
Class
A-2A2 Certificate: Any Certificate designated as a "Class A-2A2
Certificate" on the face thereof, in the form of Exhibit A hereto,
representing
the right to distributions as set forth herein.
Class
A-2A2 Certificate Principal Balance: As of any date of
determination, the aggregate Certificate Principal Balance of the
Class A-2A2
Certificates.
Class
A-2A2 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class A-2A2
Pass-Through Rate
on the Class A-2A2 Certificate Principal Balance as of such
Distribution Date
plus the portion of any previous distributions on such Class in
respect of
Current Interest or a Class A-2A2 Interest Carry Forward Amount
that is
recovered as a voidable preference by a trustee in bankruptcy, less
any
Non-Supported Interest Shortfall allocated on such Distribution
Date to the
Class A-2A2 Certificates. For purposes of calculating interest,
principal
distributions on a Distribution Date will be deemed to have been
made on the
first day of the Accrual Period in which such Distribution Date
occurs.
Class
A-2A2 Interest Carry Forward Amount: As of any Distribution
Date,
the sum of (1) the excess of (A) the Class A-2A2 Current Interest
with respect
to prior Distribution Dates over (B) the amount actually
distributed to the
Class A-2A2 Certificates with respect to interest on such prior
Distribution
Dates and (2) interest on such excess (to the extent permitted by
applicable
law) at the Class A-2A2 Pass-Through Rate for the related Accrual
Period.
Class
A-2A2 Margin: As of any Distribution Date up to and including
the
Initial Optional Termination Date, ____% per annum and, as of any
Distribution
Date after the Initial Optional Termination Date, ____% per
annum.
Class
A-2A2 Pass-Through Rate: For the first Distribution Date, ____%
per
annum. As of any Distribution Date thereafter, the lesser of (1)
One-Month LIBOR
plus the Class A-2A2 Margin and (2) the Class A-2 Available Funds
Cap for such
Distribution Date.
Class A-2B
Certificate: Any Certificate designated as a "Class A-2B
Certificate" on the face thereof, in the form of Exhibit A hereto,
representing
the right to distributions as set forth herein.
Class A-2B
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance of the Class A-2B
Certificates.
Class A-2B
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class A-2B
Pass-Through Rate on
the Class A-2B Certificate Principal Balance as of such
Distribution Date plus
the portion of any previous distributions on such Class in respect
of Current
Interest or a Class A-2B Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any
Non-Supported Interest
Shortfall allocated on such Distribution Date to the Class A-2B
Certificates.
For purposes of calculating interest, principal distributions on a
Distribution
Date will be deemed to have been made on the first day of the
Accrual Period in
which such Distribution Date occurs.
Class A-2B
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class A-2B Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
A-2B Certificates with respect to interest on such prior
Distribution Dates
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<PAGE>
and (2) interest on such excess (to the extent permitted by
applicable law) at
the Class A-2B Pass-Through Rate for the related Accrual
Period.
Class A-2B
Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, ____% per annum and, as of any
Distribution
Date after the Initial Optional Termination Date, ____% per
annum.
Class A-2B
Pass-Through Rate: For the first Distribution Date, ____% per
annum. As of any Distribution Date thereafter, the lesser of (1)
One-Month LIBOR
plus the Class A-2B Margin and (2) the Class A-2 Available Funds
Cap for such
Distribution Date.
Class A-3
Certificate: Any Certificate designated as a "Class A-3
Certificate" on the face thereof, in the form of Exhibit A hereto,
representing
the right to distributions as set forth herein.
Class A-3
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance of the Class A-3
Certificates.
Class
A-3/Class M Cap Contract: The confirmation and agreement between
the
Trust Fund or the Trustee and the Cap Contract Counterparty (in the
form of
Exhibit N-3 hereto).
Class
A-3/Class M Cap Contract Notional Balance: With respect to any
Distribution Date, the Class A-3/Class M Cap Contract Notional
Balance set forth
for such Distribution Date in the Class A-3/Class M One Month LIBOR
Cap Table
attached hereto as Exhibit O-3.
Class
A-3/Class M Cap Contract Termination Date: The Distribution Date
in
_______.
Class
A-3/Class M Upper Collar: With respect to each Distribution
Date
with respect to which payments are received on the Class A-3/Class
M Cap
Contract, a rate equal to the lesser of One-Month LIBOR and ____%
per annum.
Class A-3
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class A-3
Pass-Through Rate on
the Class A-3 Certificate Principal Balance as of such Distribution
Date plus
the portion of any previous distributions on such Class in respect
of Class A-3
Current Interest or a Class A-3 Interest Carry Forward Amount that
is recovered
as a voidable preference by a trustee in bankruptcy, less any
Non-Supported
Interest Shortfall allocated on such Distribution Date to the Class
A-3
Certificates.
Class A-3
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class A-3 Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
A-3 Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable
law) at the
Class A-3 Pass-Through Rate for the related Accrual Period.
Class A-3
Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, ____% per annum and, as of any
Distribution
Date after the Initial Optional Termination Date, ____% per
annum.
Class A-3
Pass-Through Rate: For the first Distribution Date, ____% per
annum. As of any Distribution Date thereafter, the lesser of (1)
One-Month LIBOR
plus the Class A-3 Margin and (2) the Weighted Average Available
Funds Cap for
such Distribution Date.
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<PAGE>
Class B
Cap Contract: The confirmation and agreement between the Trust
Fund or the Trustee and the Cap Contract Counterparty (in the form
of Exhibit
N-4 hereto).
Class B
Cap Contract Notional Balance: With respect to any Distribution
Date, the Class B Cap Contract Notional Balance set forth for such
Distribution
Date in the Class B One Month LIBOR Cap Table attached hereto as
Exhibit O-4.
Class B
Cap Contract Termination Date: The Distribution Date in
_________.
Class B
Certificates: Any of the Class B-1A, Class B-1B, Class B-2A,
Class
B-2B, Class B-3A, Class B-3B, Class B-4A and Class B-4B
Certificates.
Class B
Upper Collar: With respect to each Distribution Date with
respect
to which payments are received on the Class B Cap Contract, a rate
equal to the
lesser of One-Month LIBOR and ____% per annum.
Class B-1
Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts with respect to the
Mortgage Loans
which have been applied to the reduction of the Certificate
Principal Balance of
the Class B-1 Certificates.
Class B-1
Certificate: Any of the Class B-1A and Class B-1B Certificates.
Class B-1
Certificate Principal Balance: As of any date of determination,
the sum of the Class B-1A Certificate Principal Balance and the
Class B-1B
Certificate Principal Balance.
Class B-1
Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of the Principal
Distribution Amount
for such Distribution Date if the Class A Certificate Principal
Balance and the
Class M Certificate Principal Balance, have been reduced to zero
and a Stepdown
Trigger Event exists, or as long as a Stepdown Trigger Event does
not exist, the
excess of (1) the sum of (A) the Class A Certificate Principal
Balance (after
taking into account distributions of the Class A Principal
Distribution Amount
on such Distribution Date), (B) the Class M-1 Certificate Principal
Balance
(after taking into account distributions of the Class M-1 Principal
Distribution
Amount on such Distribution Date), (C) the Class M-2 Certificate
Principal
Balance (after taking into account distributions of the Class M-2
Principal
Distribution Amount on such Distribution Date), (D) the Class M-3
Certificate
Principal Balance (after taking into account distributions of the
Class M-3
Principal Distribution Amount on such Distribution Date), (E) the
Class M-4
Certificate Principal Balance (after taking into account
distributions of the
Class M-4 Principal Distribution Amount on such Distribution Date,
(F) the Class
M-5 Certificate Principal Balance (after taking into account
distributions of
the Class M-5 Principal Distribution Amount on such Distribution
Date, (G) the
Class M-6 Certificate Principal Balance (after taking into account
distributions
of the Class M-6 Principal Distribution Amount on such Distribution
Date and (H)
the Class B-1 Certificate Principal Balance immediately prior to
such
Distribution Date over (2) the lesser of (A) _____% of the Stated
Principal
Balance of the Mortgage Loans as of the end of the immediately
preceding Due
Period and (B) the excess of the Stated Principal Balance of the
Mortgage Loans
as of the end of the immediately preceding Due Period over the
Minimum Required
Overcollateralization Amount. Notwithstanding the foregoing, (I) on
any
Distribution Date prior to the Stepdown Date on which the
Certificate Principal
Balance of each Class of Class A Certificates and Class M
Certificates has been
reduced to zero, the Class B-1 Principal Distribution Amount will
equal the
lesser of (x) the outstanding Certificate Principal Balance of the
Class B-1
Certificates and (y) 100% of the Principal Distribution Amount
remaining after
any distributions on such Class A and Class M Certificates and (II)
in no event
will the Class B-1 Principal Distribution Amount with respect to
any
Distribution Date exceed the Class B-1 Certificate Principal
Balance.
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<PAGE>
Class B-1
Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class B-1 Applied Realized Loss Amount over (2)
the sum of (x)
all distributions in reduction of the Class B-1 Unpaid Realized
Loss Amounts on
all previous Distribution Dates and (y) all increases in the
Certificate
Principal Balance of the Class B-1 Certificates pursuant to the
last sentence of
the definition of "Certificate Principal Balance."
Class B-1A
Certificate: Any Certificate designated as a "Class B-1A
Certificate" on the face thereof, in the form of Exhibit A hereto,
representing
the right to distributions as set forth herein.
Class B-1A
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance of the Class B-1A
Certificates.
Class B-1A
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class B-1A
Pass-Through Rate on
the Class B-1A Certificate Principal Balance as of such
Distribution Date plus
the portion of any previous distributions on such Class in respect
of Current
Interest or a Class B-1A Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any
Non-Supported Interest
Shortfall allocated on such Distribution Date to the Class B-1A
Certificates.
Class B-1A
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class B-1A Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
B-1A Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable
law) at the
Class B-1A Pass-Through Rate for the related Accrual Period.
Class B-1A
Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, _____% per annum and, as of any
Distribution
Date after the Initial Optional Termination Date, _____% per
annum.
Class B-1A
Pass-Through Rate: For the first Distribution Date, ____% per
annum. As of any Distribution Date thereafter, the lesser of (1)
One-Month LIBOR
plus the Class B-1A Margin and (2) the Weighted Average Available
Funds Cap for
such Distribution Date.
Class B-1B
Certificate: Any Certificate designated as a "Class B-1B
Certificate" on the face thereof, in the form of Exhibit A hereto,
representing
the right to distributions as set forth herein.
Class B-1B
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance of the Class B-1B
Certificates.
Class B-1B
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class B-1B
Pass-Through Rate on
the Class B-1B Certificate Principal Balance as of such
Distribution Date plus
the portion of any previous distributions on such Class in respect
of Current
Interest or a Class B-1B Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any
Non-Supported Interest
Shortfall allocated on such Distribution Date to the Class B-1B
Certificates.
Class B-1B
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class B-1B Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
B-1B Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable
law) at the
Class B-1B Pass-Through Rate for the related Accrual Period.
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<PAGE>
Class B-1B
Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, ____% per annum and, as of any
Distribution
Date after the Initial Optional Termination Date, ____% per
annum.
Class B-1B
Pass-Through Rate: For the first Distribution Date, ____% per
annum. As of any Distribution Date thereafter, the lesser of (1)
One-Month LIBOR
plus the Class B-1B Margin and (2) the Weighted Average Available
Funds Cap for
such Distribution Date.
Class B-2 Applied
Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts with respect to the
Mortgage Loans
which have been applied to the reduction of the Certificate
Principal Balance of
the Class B-2 Certificates.
Class B-2
Certificate: Any of the Class B-2A and Class B-2B Certificates.
Class B-2
Certificate Principal Balance: As of any date of determination,
the sum of the Class B-2A Certificate Principal Balance and the
Class B-2B
Certificate Principal Balance.
Class B-2
Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of the Principal
Distribution Amount
for such Distribution Date if the Class A Certificate Principal
Balance, the
Class M Certificate Principal Balance and the Class B-1 Certificate
Principal
Balance have been reduced to zero and a Stepdown Trigger Event
exists, or as
long as a Stepdown Trigger Event does not exist, the excess of (1)
the sum of
(A) the Class A Certificate Principal Balance (after taking into
account
distributions of the Class A Principal Distribution Amount on such
Distribution
Date), (B) the Class M-1 Certificate Principal Balance (after
taking into
account distributions of the Class M-1 Principal Distribution
Amount on such
Distribution Date), (C) the Class M-2 Certificate Principal Balance
(after
taking into account distributions of the Class M-2 Principal
Distribution Amount
on such Distribution Date), (D) the Class M-3 Certificate Principal
Balance
(after taking into account distributions of the Class M-3 Principal
Distribution
Amount on such Distribution Date), (E) the Class M-4 Certificate
Principal
Balance (after taking into account distributions of the Class M-4
Principal
Distribution Amount on such Distribution Date), (F) the Class M-5
Certificate
Principal Balance (after taking into account distributions of the
Class M-5
Principal Distribution Amount on such Distribution Date), (G) the
Class M-6
Certificate Principal Balance (after taking into account
distributions of the
Class M-6 Principal Distribution Amount on such Distribution Date),
(H) the
Class B-1 Certificate Principal Balance (after taking into account
distributions
of the Class B-1 Principal Distribution Amount on such Distribution
Date) and
(I) the Class B-2 Certificate Principal Balance immediately prior
to such
Distribution Date over (2) the lesser of (A) ____% of the Stated
Principal
Balance of the Mortgage Loans as of the end of the immediately
preceding Due
Period and (B) the excess of the Stated Principal Balance of the
Mortgage Loans
as of the end of the immediately preceding Due Period over the
Minimum Required
Overcollateralization Amount. Notwithstanding the foregoing, (I) on
any
Distribution Date prior to the Stepdown Date on which the
Certificate Principal
Balance of each Class of Class A, Class M and Class B-1
Certificates has been
reduced to zero, the Class B-2 Principal Distribution Amount will
equal the
lesser of (x) the outstanding Certificate Principal Balance of the
Class B-2
Certificates and (y) 100% of the Principal Distribution Amount
remaining after
any distributions on such Class A, Class M and Class B-1
Certificates and (II)
in no event will the Class B-2 Principal Distribution Amount with
respect to any
Distribution Date exceed the Class B-2 Certificate Principal
Balance.
Class B-2
Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class B-2 Applied Realized Loss Amount over (2)
the sum of (x)
all distributions in reduction of the Class B-2 Unpaid Realized
Loss Amounts on
all previous Distribution Dates and (y) all increases in the
Certificate
Principal Balance of the Class B-2 Certificates pursuant to the
last sentence of
the definition of "Certificate Principal Balance."
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Class B-2A
Certificate: Any Certificate designated as a "Class B-2A
Certificate" on the face thereof, in the form of Exhibit A hereto,
representing
the right to distributions as set forth herein.
Class B-2A
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance of the Class B-2A
Certificates.
Class B-2A
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class B-2A
Pass-Through Rate on
the Class B-2A Certificate Principal Balance as of such
Distribution Date plus
the portion of any previous distributions on such Class in respect
of Current
Interest or a Class B-2A Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any
Non-Supported Interest
Shortfall allocated on such Distribution Date to the Class B-2A
Certificates.
For purposes of calculating interest, principal distributions on a
Distribution
Date will be deemed to have been made on the first day of the
Accrual Period in
which such Distribution Date occurs.
Class B-2A
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class B-2A Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
B-2A Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable
law) at the
Class B-2A Pass-Through Rate for the related Accrual Period.
Class B-2A
Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, ____% per annum and, as of any
Distribution
Date after the Initial Optional Termination Date, ____% per
annum.
Class B-2A
Pass-Through Rate: For the first Distribution Date, ____% per
annum. As of any Distribution Date thereafter, the lesser of (1)
One-Month LIBOR
plus the Class B-2A Margin and (2) the Weighted Average Available
Funds Cap for
such Distribution Date.
Class B-2B
Certificate: Any Certificate designated as a "Class B-2B
Certificate" on the face thereof, in the form of Exhibit A hereto,
representing
the right to distributions as set forth herein.
Class B-2B
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance of the Class B-2B
Certificates.
Class B-2B
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class B-2B
Pass-Through Rate on
the Class B-2B Certificate Principal Balance as of such
Distribution Date plus
the portion of any previous distributions on such Class in respect
of Current
Interest or a Class B-2B Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any
Non-Supported Interest
Shortfall allocated on such Distribution Date to the Class B-2B
Certificates.
For purposes of calculating interest, principal distributions on a
Distribution
Date will be deemed to have been made on the first day of the
Accrual Period in
which such Distribution Date occurs.
Class B-2B
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class B-2B Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
B-2B Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable
law) at the
Class B-2B Pass-Through Rate for the related Accrual Period.
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<PAGE>
Class B-2B
Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, ____% per annum and, as of any
Distribution
Date after the Initial Optional Termination Date, ____% per
annum.
Class B-2B
Pass-Through Rate: For the first Distribution Date, ____% per
annum. As of any Distribution Date thereafter, the lesser of (1)
One-Month LIBOR
plus the Class B-2B Margin and (2) the Weighted Average Available
Funds Cap for
such Distribution Date.
Class B-3
Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts with respect to the
Mortgage Loans
which have been applied to the reduction of the Certificate
Principal Balance of
the Class B-3 Certificates.
Class B-3
Certificate: Any of the Class B-3A and Class B-3B Certificates.
Class B-3
Certificate Principal Balance: As of any date of determination,
the sum of the Class B-3A Certificate Principal Balance and the
Class B-3B
Certificate Principal Balance.
Class B-3
Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of the Principal
Distribution Amount
for such Distribution Date if the Class A Certificate Principal
Balance, the
Class M Certificate Principal Balance, the Class B-1 Certificate
Principal
Balance and the Class B-2 Certificate Principal Balance have been
reduced to
zero and a Stepdown Trigger Event exists, or as long as a Stepdown
Trigger Event
does not exist, the excess of (1) the sum of (A) the Class A
Certificate
Principal Balance (after taking into account distributions of the
Class A
Principal Distribution Amount on such Distribution Date), (B) the
Class M-1
Certificate Principal Balance (after taking into account
distributions of the
Class M-1 Principal Distribution Amount on such Distribution Date),
(C) the
Class M-2 Certificate Principal Balance (after taking into account
distributions
of the Class M-2 Principal Distribution Amount on such Distribution
Date), (D)
the Class M-3 Certificate Principal Balance (after taking into
account
distributions of the Class M-3 Principal Distribution Amount on
such
Distribution Date), (E) the Class M-4 Certificate Principal Balance
(after
taking into account distributions of the Class M-4 Principal
Distribution Amount
on such Distribution Date), (F) the Class M-5 Certificate Principal
Balance
(after taking into account distributions of the Class M-5 Principal
Distribution
Amount on such Distribution Date), (G) the Class M-6 Certificate
Principal
Balance (after taking into account distributions of the Class M-6
Principal
Distribution Amount on such Distribution Date), (H) the Class B-1
Certificate
Principal Balance (after taking into account distributions of the
Class B-1
Principal Distribution Amount on such Distribution Date), (I) the
Class B-2
Certificate Principal Balance (after taking into account
distributions of the
Class B-2 Principal Distribution Amount on such Distribution Date)
and (J) the
Class B-3 Certificate Principal Balance immediately prior to such
Distribution
Date over (2) the lesser of (A) ____% of the Stated Principal
Balance of the
Mortgage Loans as of the end of the immediately preceding Due
Period and (B) the
excess of the Stated Principal Balance of the Mortgage Loans as of
the end of
the immediately preceding Due Period over the Minimum Required
Overcollateralization Amount. Notwithstanding the foregoing, (I) on
any
Distribution Date prior to the Stepdown Date on which the
Certificate Principal
Balance of each Class of Class A, Class M, Class B-1 and Class B-2
Certificates
has been reduced to zero, the Class B-3 Principal Distribution
Amount will equal
the lesser of (x) the outstanding Certificate Principal Balance of
the Class B-3
Certificates and (y) 100% of the Principal Distribution Amount
remaining after
any distributions on such Class A, Class M, Class B-1 and Class B-2
Certificates
and (II) in no event will the Class B-3 Principal Distribution
Amount with
respect to any Distribution Date exceed the Class B-3 Certificate
Principal
Balance.
Class B-3
Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class B-3 Applied Realized Loss Amount over (2)
the sum of (x)
all distributions in reduction of the
-14-
<PAGE>
Class B-3 Unpaid Realized Loss Amounts on all previous Distribution
Dates and
(y) all increases in the Certificate Principal Balance of the Class
B-3
Certificates pursuant to the last sentence of the definition of
"Certificate
Principal Balance".
Class B-3A
Certificate: Any Certificate designated as a "Class B-3A
Certificate" on the face thereof, in the form of Exhibit A hereto,
representing
the right to distributions as set forth herein.
Class B-3A
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance of the Class B-3A
Certificates.
Class B-3A
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class B-3A
Pass-Through Rate on
the Class B-3A Certificate Principal Balance as of such
Distribution Date plus
the portion of any previous distributions on such Class in respect
of Current
Interest or a Class B-3A Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any
Non-Supported Interest
Shortfall allocated on such Distribution Date to the Class B-3A
Certificates.
For purposes of calculating interest, principal distributions on a
Distribution
Date will be deemed to have been made on the first day of the
Accrual Period in
which such Distribution Date occurs.
Class B-3A
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class B-3A Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
B-3A Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable
law) at the
Class B-3A Pass-Through Rate for the related Accrual Period.
Class B-3A
Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, _____% per annum and, as of any
Distribution
Date after the Initial Optional Termination Date, _____% per
annum.
Class B-3A
Pass-Through Rate: For the first Distribution Date, ____% per
annum. As of any Distribution Date thereafter, the lesser of (1)
One-Month LIBOR
plus the Class B-3A Margin and (2) the Weighted Average Available
Funds Cap for
such Distribution Date.
Class B-3B
Certificate: Any Certificate designated as a "Class B-3B
Certificate" on the face thereof, in the form of Exhibit A hereto,
representing
the right to distributions as set forth herein.
Class B-3B
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance of the Class B-3B
Certificates.
Class B-3B
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class B-3B
Pass-Through Rate on
the Class B-3B Certificate Principal Balance as of such
Distribution Date plus
the portion of any previous distributions on such Class in respect
of Current
Interest or a Class B-3B Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any
Non-Supported Interest
Shortfall allocated on such Distribution Date to the Class B-3B
Certificates.
For purposes of calculating interest, principal distributions on a
Distribution
Date will be deemed to have been made on the first day of the
Accrual Period in
which such Distribution Date occurs.
Class B-3B
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class B-3B Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
B-3B Certificates with respect to interest on such prior
Distribution Dates
-15-
<PAGE>
and (2) interest on such excess (to the extent permitted by
applicable law) at
the Class B-3B Pass-Through Rate for the related Accrual
Period.
Class B-3B
Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, _____% per annum and, as of any
Distribution
Date after the Initial Optional Termination Date, _____% per
annum.
Class B-3B
Pass-Through Rate: For the first Distribution Date, ____% per
annum. As of any Distribution Date thereafter, the lesser of (1)
One-Month LIBOR
plus the Class B-3B Margin and (2) the Weighted Average Available
Funds Cap for
such Distribution Date.
Class B-4
Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts with respect to the
Mortgage Loans
which have been applied to the reduction of the Certificate
Principal Balance of
the Class B-4 Certificates.
Class B-4
Certificate: Any of the Class B-4A and Class B-4B Certificates.
Class B-4
Certificate Principal Balance: As of any date of determination,
the sum of the Class B-4A Certificate Principal Balance and the
Class B-4B
Certificate Principal Balance.
Class B-4
Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of the Principal
Distribution Amount
for such Distribution Date if the Class A Certificate Principal
Balance, the
Class M Certificate Principal Balance, the Class B-1 Certificate
Principal
Balance, the Class B-2 Certificate Principal Balance and the Class
B-3
Certificate Principal Balance have been reduced to zero and a
Stepdown Trigger
Event exists, or as long as a Stepdown Trigger Event does not
exist, the excess
of (1) the sum of (A) the Class A Certificate Principal Balance
(after taking
into account distributions of the Class A Principal Distribution
Amount on such
Distribution Date), (B) the Class M-1 Certificate Principal Balance
(after
taking into account distributions of the Class M-1 Principal
Distribution Amount
on such Distribution Date), (C) the Class M-2 Certificate Principal
Balance
(after taking into account distributions of the Class M-2 Principal
Distribution
Amount on such Distribution Date), (D) the Class M-3 Certificate
Principal
Balance (after taking into account distributions of the Class M-3
Principal
Distribution Amount on such Distribution Date), (E) the Class M-4
Certificate
Principal Balance (after taking into account distributions of the
Class M-4
Principal Distribution Amount on such Distribution Date), (F) the
Class M-5
Certificate Principal Balance (after taking into account
distributions of the
Class M-5 Principal Distribution Amount on such Distribution Date),
(G) the
Class M-6 Certificate Principal Balance (after taking into account
distributions
of the Class M-6 Principal Distribution Amount on such Distribution
Date), (H)
the Class B-1 Certificate Principal Balance (after taking into
account
distributions of the Class B-1 Principal Distribution Amount on
such
Distribution Date), (I) the Class B-2 Certificate Principal Balance
(after
taking into account distributions of the Class B-2 Principal
Distribution Amount
on such Distribution Date), (J) the Class B-3 Certificate Principal
Balance
(after taking into account distributions of the Class B-3 Principal
Distribution
Amount on such Distribution Date) and (K) the Class B-4 Certificate
Principal
Balance immediately prior to such Distribution Date over (2) the
lesser of (A)
_____% of the Stated Principal Balance of the Mortgage Loans as of
the end of
the immediately preceding Due Period and (B) the excess of the
Stated Principal
Balance of the Mortgage Loans as of the end of the immediately
preceding Due
Period over the Minimum Required Overcollateralization Amount.
Notwithstanding
the foregoing, (I) on any Distribution Date prior to the Stepdown
Date on which
the Certificate Principal Balance of each Class of Class A, Class
M, Class B-1,
Class B-2 and Class B-3 Certificates has been reduced to zero, the
Class B-4
Principal Distribution Amount will equal the lesser of (x) the
outstanding
Certificate Principal Balance of the Class B-4 Certificates and (y)
100% of the
Principal Distribution Amount remaining after any distributions on
such Class A,
Class M, Class B-1, Class B-2 and Class B-3 Certificates and (II)
in no event
will the Class
-16-
<PAGE>
B-4 Principal Distribution Amount with respect to any Distribution
Date exceed
the Class B-4 Certificate Principal Balance.
Class B-4
Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class B-4 Applied Realized Loss Amount over (2)
the sum of (x)
all distributions in reduction of the Class B-4 Unpaid Realized
Loss Amounts on
all previous Distribution Dates and (y) all increases in the
Certificate
Principal Balance of the Class B-4 Certificates pursuant to the
last sentence of
the definition of "Certificate Principal Balance."
Class B-4A
Certificate: Any Certificate designated as a "Class B-4A
Certificate" on the face thereof, in the form of Exhibit A hereto,
representing
the right to distributions as set forth herein.
Class B-4A
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance of the Class B-4A
Certificates.
Class B-4A
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class B-4A
Pass-Through Rate on
the Class B-4A Certificate Principal Balance as of such
Distribution Date plus
the portion of any previous distributions on such Class in respect
of Current
Interest or a Class B-4A Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any
Non-Supported Interest
Shortfall allocated on such Distribution Date to the Class B-4A
Certificates.
For purposes of calculating interest, principal distributions on a
Distribution
Date will be deemed to have been made on the first day of the
Accrual Period in
which such Distribution Date occurs.
Class B-4A
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class B-4A Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
B-4A Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable
law) at the
Class B-4A Pass-Through Rate for the related Accrual Period.
Class B-4A
Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, _____% per annum and, as of any
Distribution
Date after the Initial Optional Termination Date, _____% per
annum.
Class B-4A
Pass-Through Rate: For the first Distribution Date, ____% per
annum. As of any Distribution Date thereafter, the lesser of (1)
One-Month LIBOR
plus the Class B-4A Margin and (2) the Weighted Average Available
Funds Cap for
such Distribution Date.
Class B-4B
Certificate: Any Certificate designated as a "Class B-4B
Certificate" on the face thereof, in the form of Exhibit A hereto,
representing
the right to distributions as set forth herein.
Class B-4B
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance of the Class B-4B
Certificates.
Class B-4B
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class B-4B
Pass-Through Rate on
the Class B-4B Certificate Principal Balance as of such
Distribution Date plus
the portion of any previous distributions on such Class in respect
of Current
Interest or a Class B-4B Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any
Non-Supported Interest
Shortfall allocated on such Distribution Date to the Class B-4B
Certificates.
For purposes of calculating interest, principal
-17-
<PAGE>
distributions on a Distribution Date will be deemed to have been
made on the
first day of the Accrual Period in which such Distribution Date
occurs.
Class B-4B
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class B-4B Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
B-4B Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable
law) at the
Class B-4B Pass-Through Rate for the related Accrual Period.
Class B-4B
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance of the Class B-4B
Certificates.
Class B-4B
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class B-4B
Pass-Through Rate on
the Class B-4B Certificate Principal Balance as of such
Distribution Date plus
the portion of any previous distributions on such Class in respect
of Current
Interest or a Class B-4B Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any
Non-Supported Interest
Shortfall allocated on such Distribution Date to the Class B-4B
Certificates.
For purposes of calculating interest, principal distributions on a
Distribution
Date will be deemed to have been made on the first day of the
Accrual Period in
which such Distribution Date occurs.
Class B-4B
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class B-4B Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
B-4B Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable
law) at the
Class B-4B Pass-Through Rate for the related Accrual Period.
Class B-4B
Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, ____% per annum and, as of any
Distribution
Date after the Initial Optional Termination Date, ____% per
annum.
Class B-4B
Pass-Through Rate: For the first Distribution Date, ____% per
annum. As of any Distribution Date thereafter, the lesser of (1)
One-Month LIBOR
plus the Class B-4B Margin and (2) the Weighted Average Available
Funds Cap for
such Distribution Date.
Class C
Applied Realized Loss Amount: As of any Distribution Date, the
sum
of all Applied Realized Loss Amounts with respect to the Mortgage
Loans which
have been applied to the reduction of the Certificate Principal
Balance of the
Class C Certificates.
Class C
Certificate: Any Certificate designated as a "Class C
Certificate"
on the face thereof, in the form of Exhibit A hereto, representing
the right to
distributions as set forth herein.
Class C
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance of the Class C
Certificates.
Class C
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class C
Distributable Interest
Rate on a notional amount equal to 99.95% of the aggregate
principal balance of
the Lower Tier REMIC Regular Interests immediately prior to such
Distribution
Date (such amount of interest representing 100 percent of the
interest payments
on the Class UTC Interest), plus the interest portion of any
previous
distributions on such Class that is recovered as a
-18-
<PAGE>
voidable preference by a trustee in bankruptcy, less any
Non-Supported Interest
Shortfall allocated on such Distribution Date to the Class C
Certificates.
Class C
Distributable Interest Rate: The excess, if any, of (a) the
weighted average of the interest rates on the Lower Tier REMIC
Regular Interests
over (b) two times the weighted average of the interest rates on
the Lower Tier
REMIC I Marker Interests and the Class LTIX Interest (treating for
purposes of
this clause (b) the interest rate on each of the Lower Tier REMIC I
Marker
Interests as being subject to a cap and a floor equal to the
interest rate of
the Corresponding Certificates and treating the Class LTIX Interest
as being
capped at zero). The averages described in the preceding sentence
shall be
weighted on the basis of the respective principal balances of the
Lower Tier
REMIC Regular Interests immediately prior to any date of
determination.
Class C
Interest Carry Forward Amount: As of any Distribution Date, the
excess of (A) the Class C Current Interest with respect to prior
Distribution
Dates over (B) the amount actually distributed to the Class C
Certificates with
respect to interest on such prior Distribution Dates or added to
the aggregate
Certificate Principal Balance of the Class C Certificates.
Class C
Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class C Applied Realized Loss Amount over (2) the
sum of (x)
all distributions in reduction of the Class C Unpaid Realized Loss
Amounts on
all previous Distribution Dates and (y) all increases in the
Certificate
Principal Balance of such Class C Certificates pursuant to the last
sentence of
the definition of "Certificate Principal Balance."
Class
LTA-1 Interest: An uncertificated regular interest in the Lower
Tier
REMIC with an initial principal balance equal to 1/4 of the initial
principal
balance of its Corresponding Certificates and an interest rate
equal to the Net
Rate.
Class
LTA-2A1 Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal balance equal to 1/4 of the
initial
principal balance of its Corresponding Certificate and an interest
rate equal to
the Net Rate.
Class
LTA-2A2 Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal balance equal to 1/4 of the
initial
principal balance of its Corresponding Certificate and an interest
rate equal to
the Net Rate.
Class
LTA-2B Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal balance equal to 1/4 of the
initial
principal balance of its Corresponding Certificate and an interest
rate equal to
the Net Rate.
Class
LTA-3 Interest: An uncertificated regular interest in the Lower
Tier
REMIC with an initial principal balance equal to 1/4 of the initial
principal
balance of its Corresponding Certificate and an interest rate equal
to the Net
Rate.
Class
LTB-1A Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal balance equal to 1/4 of the
initial
principal balance of its Corresponding Certificate and an interest
rate equal to
the Net Rate.
Class
LTB-1B Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal balance equal to 1/4 of the
initial
principal balance of its Corresponding Certificate and an interest
rate equal to
the Net Rate.
-19-
<PAGE>
Class
LTB-2A Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal balance equal to 1/4 of the
initial
principal balance of its Corresponding Certificate and an interest
rate equal to
the Net Rate.
Class
LTB-2B Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal balance equal to 1/4 of the
initial
principal balance of its Corresponding Certificate and an interest
rate equal to
the Net Rate.
Class
LTB-3A Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal balance equal to 1/4 of the
initial
principal balance of its Corresponding Certificate and an interest
rate equal to
the Net Rate.
Class
LTB-3B Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal balance equal to 1/4 of the
initial
principal balance of its Corresponding Certificate and an interest
rate equal to
the Net Rate.
Class
LTB-4A Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal balance equal to 1/4 of the
initial
principal balance of its Corresponding Certificate and an interest
rate equal to
the Net Rate.
Class
LTB-4B Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal balance equal to 1/4 of the
initial
principal balance of its Corresponding Certificate and an interest
rate equal to
the Net Rate.
Class LTIX
Interest: An uncertificated regular interest in the Lower Tier
REMIC with an initial principal balance equal to the excess of (i)
50% of the
aggregate Cut-off Date Principal Balance of the Mortgage Loans over
(ii) the
initial principal balance of the Lower Tier REMIC I Marker
Interests, and with
an interest rate equal to the Net Rate.
Class
LTIIX Interest: An uncertificated regular interest in the Lower
Tier
REMIC with an initial principal balance equal to the excess of (i)
50% of the
aggregate Cut-off Date Principal Balance of the Mortgage Loans over
(ii) the
initial principal balance of the Lower Tier REMIC II Marker
Interests, and with
an interest rate equal to the Net Rate.
Class
LTII1A Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal balance equal to 0.05% of the
excess of (i)
the aggregate Cut-off Date Principal Balance of the Group One
Mortgage Loans
over (ii) the aggregate of the initial Certificate Principal
Balances of
Certificate Group One, and with an interest rate equal to the Net
Rate.
Class
LTII1B Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal balance equal to 0.05% the
aggregate
Cut-off Date Principal Balance of the Group One Mortgage Loans, and
with an
interest rate equal to the Class A-1 Available Funds Cap.
Class
LTII2A Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal balance equal to 0.05% of the
excess of (i)
the aggregate Cut-off Date Principal Balance of the Group Two
Mortgage Loans
over (ii) the aggregate of the initial Certificate Principal
Balances of
Certificate Group Two, and with an interest rate equal to the Net
Rate.
Class
LTII2B Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal balance equal to 0.05% of the
aggregate
Cut-off Date Principal Balance of the Group Two Mortgage Loans and
with an
interest rate equal to the Class A-2 Available Funds Cap.
-20-
<PAGE>
Class
LTM-1 Interest: An uncertificated regular interest in the Lower
Tier
REMIC with an initial principal balance equal to 1/4 of the initial
principal
balance of its Corresponding Certificate and an interest rate equal
to the Net
Rate.
Class
LTM-2 Interest: An uncertificated regular interest in the Lower
Tier
REMIC with an initial principal balance equal to 1/4 of the initial
principal
balance of its Corresponding Certificate and an interest rate equal
to the Net
Rate.
Class
LTM-3 Interest: An uncertificated regular interest in the Lower
Tier
REMIC with an initial principal balance equal to 1/4 of the initial
principal
balance of its Corresponding Certificate and an interest rate equal
to the Net
Rate.
Class
LTM-4 Interest: An uncertificated regular interest in the Lower
Tier
REMIC with an initial principal balance equal to 1/4 of the initial
principal
balance of its Corresponding Certificate and an interest rate equal
to the Net
Rate.
Class
LTM-5 Interest: An uncertificated regular interest in the Lower
Tier
REMIC with an initial principal balance equal to 1/4 of the initial
principal
balance of its Corresponding Certificate and an interest rate equal
to the Net
Rate.
Class
LTM-6 Interest: An uncertificated regular interest in the Lower
Tier
REMIC with an initial principal balance equal to 1/4 of the initial
principal
balance of its Corresponding Certificate and an interest rate equal
to the Net
Rate.
Class LTR
Interest: The sole class of "residual interest" in the Lower
Tier REMIC.
Class M
Certificates: Any of the Class M-1, Class M-2, Class M-3, Class
M-4, Class M-5 and Class M-6 Certificates.
Class M
Certificate Principal Balance: For any date of determination,
the
sum of the Class M-1 Certificate Principal Balance, Class M-2
Certificate
Principal Balance, Class M-3 Certificate Principal Balance, Class
M-4
Certificate Principal Balance, Class M-5 Certificate Principal
Balance and Class
M-6 Certificate Principal Balance.
Class M-1
Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts with respect to the
Mortgage Loans
which have been applied to the reduction of the Certificate
Principal Balance of
the Class M-1 Certificates.
Class M-1
Certificate: Any Certificate designated as a "Class M-1
Certificate" on the face thereof, in the form of Exhibit A hereto,
representing
the right to distributions as set forth herein.
Class M-1
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance of the Class M-1
Certificates.
Class M-1
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class M-1
Pass-Through Rate on
the Class M-1 Certificate Principal Balance as of such Distribution
Date plus
the portion of any previous distributions on such Class in respect
of Current
Interest or Class M-1 Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any
Non-Supported Interest
Shortfall allocated on such Distribution Date to the Class M-1
Certificates.
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Class M-1
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class M-1 Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
M-1 Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable
law) at the
Class M-1 Pass-Through Rate for the related Accrual Period.
Class M-1
Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, _____% per annum and, as of any
Distribution
Date after the Initial Optional Termination Date, _____% per
annum.
Class M-1
Pass-Through Rate: For the first Distribution Date, ____% per
annum. As of any Distribution Date thereafter, the lesser of (1)
One-Month LIBOR
plus the Class M-1 Margin and (2) the Weighted Average Available
Funds Cap for
such Distribution Date.
Class M-1
Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of the Principal
Distribution Amount
for such Distribution Date if the Class A Certificate Principal
Balance has been
reduced to zero and a Stepdown Trigger Event exists, or as long as
a Stepdown
Trigger Event does not exist, the excess of (1) the sum of (A) the
Class A
Certificate Principal Balance (after taking into account
distributions of the
Class A Principal Distribution Amount on such Distribution Date)
and (B) the
Class M-1 Certificate Principal Balance immediately prior to such
Distribution
Date over (2) the lesser of (A) _____% of the Stated Principal
Balances of the
Mortgage Loans as of the end of the immediately preceding Due
Period and (B) the
excess of the Stated Principal Balances for the Mortgage Loans as
of the end of
the immediately preceding Due Period over the Minimum Required
Overcollateralization Amount. Notwithstanding the foregoing, (I) on
any
Distribution Date prior to the Stepdown Date on which the
Certificate Principal
Balance of each Class of Class A Certificates has been reduced to
zero, the
Class M-1 Principal Distribution Amount will equal the lesser of
(x) the
outstanding Certificate Principal Balance of the Class M-1
Certificates and (y)
100% of the Principal Distribution Amount remaining after any
distributions on
such Class A Certificates and (II) in no event will the Class M-1
Principal
Distribution Amount with respect to any Distribution Date exceed
the Class M-1
Certificate Principal Balance.
Class M-1
Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class M-1 Applied Realized Loss Amount over (2)
the sum of (x)
all distributions in reduction of the Class M-1 Unpaid Realized
Loss Amounts on
all previous Distribution Dates and (y) all increases in the
Certificate
Principal Balance of such Class M-1 Certificates pursuant to the
last sentence
of the definition of "Certificate Principal Balance."
Class M-2
Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts with respect to the
Mortgage Loans
which have been applied to the reduction of the Certificate
Principal Balance of
the Class M-2 Certificates.
Class M-2
Certificate: Any Certificate designated as a "Class M-2
Certificate" on the face thereof, in the form of Exhibit A hereto,
representing
the right to distributions as set forth herein.
Class M-2
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance of the Class M-2
Certificates.
Class M-2
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class M-2
Pass-Through Rate on
the Class M-2 Certificate Principal Balance as of such Distribution
Date plus
the portion of any previous distributions on such Class in respect
of Current
Interest or Class M-2 Interest Carry Forward Amount that is
recovered as a
voidable preference by a
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<PAGE>
trustee in bankruptcy, less any Non-Supported Interest Shortfall
allocated on
such Distribution Date to the Class M-2 Certificates.
Class M-2
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class M-2 Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
M-2 Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable
law) at the
Class M-2 Pass-Through Rate for the related Accrual Period.
Class M-2
Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, _____% per annum and, as of any
Distribution
Date after the Initial Optional Termination Date, _____% per
annum.
Class M-2
Pass-Through Rate: For the first Distribution Date, _____% per
annum. As of any Distribution Date thereafter, the lesser of (1)
One-Month LIBOR
plus the Class M-2 Margin and (2) the Weighted Average Available
Funds Cap for
such Distribution Date.
Class M-2
Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of the Principal
Distribution Amount
for such Distribution Date if the Class A Certificate Principal
Balance and the
Class M-1 Certificate Principal Balance have been reduced to zero
and a Stepdown
Trigger Event exists, or as long as a Stepdown Trigger Event does
not exist, the
excess of (1) the sum of (A) the Class A Certificate Principal
Balance (after
taking into account distributions of the Class A Principal
Distribution Amount
on such Distribution Date), (B) the Class M-1 Certificate Principal
Balance
(after taking into account distributions of the Class M-1 Principal
Distribution
Amount on such Distribution Date) and (C) the Class M-2 Certificate
Principal
Balance immediately prior to such Distribution Date over (2) the
lesser of (A)
_____% of the Stated Principal Balances of the Mortgage Loans as of
the end of
the immediately preceding Due Period and (B) the excess of the
Stated Principal
Balances of the Mortgage Loans as of the end of the immediately
preceding Due
Period over the Minimum Required Overcollateralization Amount.
Notwithstanding
the foregoing, (I) on any Distribution Date prior to the Stepdown
Date on which
the Certificate Principal Balance of each Class of Class A
Certificates and the
Class M-1 Certificates has been reduced to zero, the Class M-2
Principal
Distribution Amount will equal the lesser of (x) the outstanding
Certificate
Principal Balance of the Class M-2 Certificates and (y) 100% of the
Principal
Distribution Amount remaining after any distributions on such Class
A and Class
M-1 Certificates and (II) in no event will the Class M-2 Principal
Distribution
Amount with respect to any Distribution Date exceed the Class M-2
Certificate
Principal Balance.
Class M-2
Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class M-2 Applied Realized Loss Amount over (2)
the sum of (x)
all distributions in reduction of the Class M-2 Unpaid Realized
Loss Amounts on
all previous Distribution Dates and (y) all increases in the
Certificate
Principal Balance of such Class M-2 Certificates pursuant to the
last sentence
of the definition of "Certificate Principal Balance."
Class M-3
Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts with respect to the
Mortgage Loans
which have been applied to the reduction of the Certificate
Principal Balance of
the Class M-3 Certificates.
Class M-3
Certificate: Any Certificate designated as a "Class M-3
Certificate" on the face thereof, in the form of Exhibit A hereto,
representing
the right to distributions as set forth herein.
Class M-3
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance of the Class M-3
Certificates.
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<PAGE>
Class M-3
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class M-3
Pass-Through Rate on
the Class M-3 Certificate Principal Balance as of such Distribution
Date plus
the portion of any previous distributions on such Class in respect
of Current
Interest or Class M-3 Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any
Non-Supported Interest
Shortfall allocated on such Distribution Date to the Class M-3
Certificates.
Class M-3
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class M-3 Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
M-3 Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable
law) at the
Class M-3 Pass-Through Rate for the related Accrual Period.
Class M-3
Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, _____% per annum and, as of any
Distribution
Date after the Initial Optional Termination Date, _____% per
annum.
Class M-3
Pass-Through Rate: For the first Distribution Date, _____% per
annum. As of any Distribution Date thereafter, the lesser of (1)
One-Month LIBOR
plus the Class M-3 Margin and (2) the Weighted Average Available
Funds Cap for
such Distribution Date.
Class M-3
Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of the Principal
Distribution Amount
for such Distribution Date if the Class A Certificate Principal
Balance, Class
M-1 Certificate Principal Balance and Class M-2 Certificate
Principal Balance
have been reduced to zero and a Stepdown Trigger Event exists, or
as long as a
Stepdown Trigger Event does not exist, the excess of (1) the sum of
(A) the
Class A Certificate Principal Balance (after taking into account
distributions
of the Class A Principal Distribution Amount on such Distribution
Date), (B) the
Class M-1 Certificate Principal Balance (after taking into account
distributions
of the Class M-1 Principal Distribution Amount on such Distribution
Date), (C)
the Class M-2 Certificate Principal Balance (after taking into
account
distributions of the Class M-2 Principal Distribution Amount on
such
Distribution Date) and (D) the Class M-3 Certificate Principal
Balance
immediately prior to such Distribution Date over (2) the lesser of
(A) ____% of
the Stated Principal Balances of the Mortgage Loans as of the end
of the
immediately preceding Due Period and (B) the excess of the Stated
Principal
Balances for the Mortgage Loans as of the end of the immediately
preceding Due
Period over the Minimum Required Overcollateralization Amount.
Notwithstanding
the foregoing, (I) on any Distribution Date prior to the Stepdown
Date on which
the Certificate Principal Balance of each Class of Class A
Certificates, the
Class M-1 Certificates and the Class M-2 Certificates has been
reduced to zero,
the Class M-3 Principal Distribution Amount will equal the lesser
of (x) the
outstanding Certificate Principal Balance of the Class M-3
Certificates and (y)
100% of the Principal Distribution Amount remaining after any
distributions on
such Class A, Class M-1 and Class M-2 Certificates and (II) in no
event will the
Class M-3 Principal Distribution Amount with respect to any
Distribution Date
exceed the Class M-3 Certificate Principal Balance.
Class M-3
Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class M-3 Applied Realized Loss Amount over (2)
the sum of (x)
all distributions in reduction of the Class M-3 Unpaid Realized
Loss Amounts on
all previous Distribution Dates and (y) all increases in the
Certificate
Principal Balance of such Class M-3 Certificates pursuant to the
last sentence
of the definition of "Certificate Principal Balance."
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<PAGE>
Class M-4
Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts with respect to the
Mortgage Loans
which have been applied to the reduction of the Certificate
Principal Balance of
the Class M-4 Certificates.
Class M-4
Certificate: Any Certificate designated as a "Class M-4
Certificate" on the face thereof, in the form of Exhibit A hereto,
representing
the right to distributions as set forth herein.
Class M-4
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance of the Class M-4
Certificates.
Class M-4
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class M-4
Pass-Through Rate on
the Class M-4 Certificate Principal Balance as of such Distribution
Date plus
the portion of any previous distributions on such Class in respect
of Current
Interest or Class M-4 Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any
Non-Supported Interest
Shortfall allocated on such Distribution Date to the Class M-4
Certificates.
Class M-4
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class M-4 Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
M-4 Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable
law) at the
Class M-4 Pass-Through Rate for the related Accrual Period.
Class M-4
Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, _____% per annum and, as of any
Distribution
Date after the Initial Optional Termination Date, _____% per
annum.
Class M-4 Pass-Through
Rate: For the first Distribution Date, ____% per
annum. As of any Distribution Date thereafter, the lesser of (1)
One-Month LIBOR
plus the Class M-4 Margin and (2) the Weighted Average Available
Funds Cap for
such Distribution Date.
Class M-4
Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of the Principal
Distribution Amount
for such Distribution Date if the Class A Certificate Principal
Balance, Class
M-1 Certificate Principal Balance, Class M-2 Certificate Principal
Balance and
Class M-3 Certificate Principal Balance have been reduced to zero
and a Stepdown
Trigger Event exists, or as long as a Stepdown Trigger Event does
not exist, the
excess of (1) the sum of (A) the Class A Certificate Principal
Balance (after
taking into account distributions of the Class A Principal
Distribution Amount
on such Distribution Date), (B) the Class M-1 Certificate Principal
Balance
(after taking into account distributions of the Class M-1 Principal
Distribution
Amount on such Distribution Date), (C) the Class M-2 Certificate
Principal
Balance (after taking into account distributions of the Class M-2
Principal
Distribution Amount on such Distribution Date), (C) the Class M-3
Certificate
Principal Balance (after taking into account distributions of the
Class M-3
Principal Distribution Amount on such Distribution Date) and (D)
the Class M-4
Certificate Principal Balance immediately prior to such
Distribution Date over
(2) the lesser of (A) ____% of the Stated Principal Balances of the
Mortgage
Loans as of the end of the immediately preceding Due Period and (B)
the excess
of the Stated Principal Balances for the Mortgage Loans as of the
end of the
immediately preceding Due Period over the Minimum Required
Overcollateralization
Amount. Notwithstanding the foregoing, (I) on any Distribution Date
prior to the
Stepdown Date on which the Certificate Principal Balance of each
Class of Class
A Certificates, the Class M-1 Certificates, the Class M-2
Certificates and the
Class M-3 Certificates has been reduced to zero, the Class M-4
Principal
Distribution Amount will equal the lesser of (x) the outstanding
Certificate
Principal Balance of the Class M-4 Certificates and (y) 100% of the
Principal
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<PAGE>
Distribution Amount remaining after any distributions on such Class
A, Class
M-1, Class M-2 and Class M-3 Certificates and (II) in no event will
the Class
M-4 Principal Distribution Amount with respect to any Distribution
Date exceed
the Class M-4 Certificate Principal Balance.
Class M-4
Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class M-4 Applied Realized Loss Amount over (2)
the sum of (x)
all distributions in reduction of the Class M-4 Unpaid Realized
Loss Amounts on
all previous Distribution Dates and (y) all increases in the
Certificate
Principal Balance of such Class M-4 Certificates pursuant to the
last sentence
of the definition of "Certificate Principal Balance."
Class M-5
Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts with respect to the
Mortgage Loans
which have been applied to the reduction of the Certificate
Principal Balance of
the Class M-5 Certificates.
Class M-5
Certificate: Any Certificate designated as a "Class M-5
Certificate" on the face thereof, in the form of Exhibit A hereto,
representing
the right to distributions as set forth herein.
Class M-5
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance of the Class M-5
Certificates.
Class M-5
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class M-5
Pass-Through Rate on
the Class M-5 Certificate Principal Balance as of such Distribution
Date plus
the portion of any previous distributions on such Class in respect
of Current
Interest or Class M-5 Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any
Non-Supported Interest
Shortfall allocated on such Distribution Date to the Class M-5
Certificates.
Class M-5
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class M-5 Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
M-5 Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable
law) at the
Class M-5 Pass-Through Rate for the related Accrual Period.
Class M-5
Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, ____% per annum and, as of any
Distribution
Date after the Initial Optional Termination Date, ____% per
annum.
Class M-5
Pass-Through Rate: For the first Distribution Date, ____% per
annum. As of any Distribution Date thereafter, the lesser of (1)
One-Month LIBOR
plus the Class M-5 Margin and (2) the Weighted Average Available
Funds Cap for
such Distribution Date.
Class M-5
Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of the Principal
Distribution Amount
for such Distribution Date if the Class A Certificate Principal
Balance, Class
M-1 Certificate Principal Balance, Class M-2 Certificate Principal
Balance,
Class M-3 Certificate Principal Balance and Class M-4 Certificate
Principal
Balance have been reduced to zero and a Stepdown Trigger Event
exists, or as
long as a Stepdown Trigger Event does not exist, the excess of (1)
the sum of
(A) the Class A Certificate Principal Balance (after taking into
account
distributions of the Class A Principal Distribution Amount on such
Distribution
Date), (B) the Class M-1 Certificate Principal Balance (after
taking into
account distributions of the Class M-1 Principal Distribution
Amount on such
Distribution Date), (C) the Class M-2 Certificate Principal Balance
(after
taking into account distributions
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<PAGE>
of the Class M-2 Principal Distribution Amount on such Distribution
Date), (D)
the Class M-3 Certificate Principal Balance (after taking into
account
distributions of the Class M-3 Principal Distribution Amount on
such
Distribution Date), (E) the Class M-4 Certificate Principal Balance
(after
taking into account distributions of the Class M-4 Principal
Distribution Amount
on such Distribution Date) and (F) the Class M-5 Certificate
Principal Balance
immediately prior to such Distribution Date over (2) the lesser of
(A) ____% of
the Stated Principal Balances of the Mortgage Loans as of the end
of the
immediately preceding Due Period and (B) the excess of the Stated
Principal
Balances for the Mortgage Loans as of the end of the immediately
preceding Due
Period over the Minimum Required Overcollateralization Amount.
Notwithstanding
the foregoing, (I) on any Distribution Date prior to the Stepdown
Date on which
the Certificate Principal Balance of each Class of Class A
Certificates, the
Class M-1 Certificates, the Class M-2 Certificates, the Class M-3
Certificates
an the Class M-4 Certificates has been reduced to zero, the Class
M-5 Principal
Distribution Amount will equal the lesser of (x) the outstanding
Certificate
Principal Balance of the Class M-5 Certificates and (y) 100% of the
Principal
Distribution Amount remaining after any distributions on such Class
A, Class
M-1, Class M-2, Class M-3 and Class M-4 Certificates and (II) in no
event will
the Class M-5 Principal Distribution Amount with respect to any
Distribution
Date exceed the Class M-5 Certificate Principal Balance.
Class M-5
Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class M-5 Applied Realized Loss Amount over (2)
the sum of (x)
all distributions in reduction of the Class M-5 Unpaid Realized
Loss Amounts on
all previous Distribution Dates and (y) all increases in the
Certificate
Principal Balance of such Class M-5 Certificates pursuant to the
last sentence
of the definition of "Certificate Principal Balance."
Class M-6
Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts with respect to the
Mortgage Loans
which have been applied to the reduction of the Certificate
Principal Balance of
the Class M-6 Certificates.
Class M-6
Certificate: Any Certificate designated as a "Class M-6
Certificate" on the face thereof, in the form of Exhibit A hereto,
representing
the right to distributions as set forth herein.
Class M-6
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance of the Class M-6
Certificates.
Class M-6
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class M-6
Pass-Through Rate on
the Class M-6 Certificate Principal Balance as of such Distribution
Date plus
the portion of any previous distributions on such Class in respect
of Current
Interest or Class M-6 Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any
Non-Supported Interest
Shortfall allocated on such Distribution Date to the Class M-6
Certificates.
Class M-6
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class M-6 Current Interest with
respect to
prior Distribution Dates over (B) the amount actually distributed
to the Class
M-6 Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable
law) at the
Class M-6 Pass-Through Rate for the related Accrual Period.
Class M-6
Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, _____% per annum and, as of any
Distribution
Date after the Initial Optional Termination Date, _____% per
annum.
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<PAGE>
Class M-6
Pass-Through Rate: For the first Distribution Date, ____% per
annum. As of any Distribution Date thereafter, the lesser of (1)
One-Month LIBOR
plus the Class M-6 Margin and (2) the Weighted Average Available
Funds Cap for
such Distribution Date.
Class M-6
Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of the Principal
Distribution Amount
for such Distribution Date if the Class A Certificate Principal
Balance, Class
M-1 Certificate Principal Balance, Class M-2 Certificate Principal
Balance,
Class M-3 Certificate Principal Balance, Class M-4 Certificate
Principal Balance
and Class M-5 Certificate Principal Balance have been reduced to
zero and a
Stepdown Trigger Event exists, or as long as a Stepdown Trigger
Event does not
exist, the excess of (1) the sum of (A) the Class A Certificate
Principal
Balance (after taking into account distributions of the Class A
Principal
Distribution Amount on such Distribution Date), (B) the Class M-1
Certificate
Principal Balance (after taking into account distributions of the
Class M-1
Principal Distribution Amount on such Distribution Date), (C) the
Class M-2
Certificate Principal Balance (after taking into account
distributions of the
Class M-2 Principal Distribution Amount on such Distribution Date),
(D) the
Class M-3 Certificate Principal Balance (after taking into account
distributions
of the Class M-3 Principal Distribution Amount on such Distribution
Date), (E)
the Class M-4 Certificate Principal Balance (after taking into
account
distributions of the Class M-4 Principal Distribution Amount on
such
Distribution Date), (F) the Class M-5 Certificate Principal Balance
(after
taking into account distributions of the Class M-5 Principal
Distribution Amount
on such Distribution Date), and (G) the Class M-6 Certificate
Principal Balance
immediately prior to such Distribution Date over (2) the lesser of
(A) ____% of
the Stated Principal Balances of the Mortgage Loans as of the end
of the
immediately preceding Due Period and (B) the excess of the Stated
Principal
Balances for the Mortgage Loans as of the end of the immediately
preceding Due
Period over the Minimum Required Overcollateralization Amount.
Notwithstanding
the foregoing, (I) on any Distribution Date prior to the Stepdown
Date on which
the Certificate Principal Balance of each Class of Class A
Certificates, the
Class M-1 Certificates, the Class M-2 Certificates, the Class M-3
Certificates,
the Class M-4 Certificates and the Class M-5 Certificates has been
reduced to
zero, the Class M-6 Principal Distribution Amount will equal the
lesser of (x)
the outstanding Certificate Principal Balance of the Class M-6
Certificates and
(y) 100% of the Principal Distribution Amount remaining after any
distributions
on such Class A, Class M-1, Class M-2, Class M-3, Class M-4 and
Class M-5
Certificates and (II) in no event will the Class M-6 Principal
Distribution
Amount with respect to any Distribution Date exceed the Class M-6
Certificate
Principal Balance.
Class M-6
Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class M-6 Applied Realized Loss Amount over (2)
the sum of (x)
all distributions in reduction of the Class M-6 Unpaid Realized
Loss Amounts on
all previous Distribution Dates and (y) all increases in the
Certificate
Principal Balance of such Class M-6 Certificates pursuant to the
last sentence
of the definition of "Certificate Principal Balance."
Class P
Certificate: Any Certificate designated as a Class P
Certificate
on the face thereof, executed by the Securities Administrator and
authenticated
by the Securities Administrator in substantially the form set forth
in Exhibit
A, representing the right to distributions as set forth herein.
Class R
Certificate: The Class R Certificate executed by the Securities
Administrator and authenticated by the Securities Administrator in
substantially
the form set forth in Exhibit A.
Class R
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance of the Class R
Certificate.
Class R
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class R
Pass-Through Rate on
the Class R Certificate Principal Balance as of such
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<PAGE>
Distribution Date plus the portion of any previous distributions on
such Class
in respect of Current Interest or a Class R Interest Carry Forward
Amount that
is recovered as a voidable preference by a trustee in bankruptcy,
less any
Non-Supported Interest Shortfall allocated on such Distribution
Date to the
Class R Certificate. For purposes of calculating interest,
principal
distributions on a Distribution Date will be deemed to have been
made on the
first day of the Accrual Period in which such Distribution Date
occurs.
Class R
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class R Current Interest with
respect to prior
Distribution Dates over (B) the amount actually distributed to the
Class R
Certificate with respect to interest on such prior Distribution
Dates and (2)
interest on such excess (to the extent permitted by applicable law)
at the Class
R Pass-Through Rate for the related Accrual Period.
Class R
Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date for the Certificates, ____% per
annum and, as
of any Distribution Date after the Initial Optional Termination
Date, ____% per
annum.
Class R
Pass-Through Rate: For the first Distribution Date, 4.320% per
annum. As of any Distribution Date thereafter, the lesser of (1)
One-Month LIBOR
plus the Class R Margin and (2) the Class A-1 Available Funds Cap
for such
Distribution Date.
Closing
Date: ____________.
Code: The
Internal Revenue Code of 1986, including any successor or
amendatory provisions.
Collection
Account: The separate Eligible Account created and initially
maintained by the Servicer pursuant to Section 3.05(d) in the name
of the
Trustee for the benefit of the Certificateholders and designated
"[SERVICER], as
servicer for [TRUSTEE], as trustee, in trust for registered holders
of [TRUST
NAME], Mortgage Loan Asset-Backed Certificates, Series [______]."
Funds in the
Collection Account shall be held in trust for the
Certificateholders for the
uses and purposes set forth in this Agreement.
Compensating Interest: With respect to any Mortgage Loan and
any
Distribution Date, an amount equal to the portion of any Prepayment
Interest
Shortfalls required to be deposited in the Collection Account by
the Servicer
pursuant to Section 4.02 hereof.
Condemnation Proceeds: All awards or settlements in respect of a
Mortgaged
Property (or Underlying Mortgaged Property, in the case of a Co-op
Loan),
whether permanent or temporary, partial or entire, by exercise of
the power of
eminent domain or condemnation, to the extent not required to be
released either
to a Mortgagor in accordance with the terms of the related mortgage
loan
documents or to the holder of a senior lien on the Mortgaged
Property (or
Underlying Mortgaged Property, in the case of a Co-op Loan).
Co-op
Lease: With respect to a Co-op Loan, the lease with respect to
a
dwelling unit occupied by the Mortgagor and relating to the stock
allocated to
the related dwelling unit.
Co-op
Loan: A Mortgage Loan secured by the pledge of stock allocated to
a
dwelling unit in a residential cooperative housing corporation and
a collateral
assignment of the related Co-op Lease.
Corresponding Certificates: With respect to the Class LTA-1
Interest, the
Class A-1 and Class R Certificates. With respect to the Class
LTA-2A1 Interest,
the Class A-2A1 Certificates. With respect to
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the Class LTA-2A2 Interest, the Class A-2A2 Certificates. With
respect to the
Class LTA-2B Interest, the Class A-2B Certificates. With respect to
the Class
LTA-3 Interest, the Class A-3 Certificates. With respect to the
Class LTM-1
Interest, the Class M-1 Certificates. With respect to the Class
LTM-2 Interest,
the Class M-2 Certificates. With respect to the Class LTM-3
Interest, the Class
M-3 Certificates. With respect to the Class LTM-4 Interest, the
Class M-4
Certificates. With respect to the Class LTM-5 Interest, the Class
M-5
Certificates. With respect to the Class LTM-6 Interest, the Class
M-6
Certificates. With respect to the Class LTB-1A Interest, the Class
B-1A
Certificates. With respect to the Class LTB-1B Interest, the Class
B-1B
Certificates. With respect to the Class LTB-2A Interest, the Class
B-2A With
respect to the Class LTB-2B Interest, the Class B-2B Certificates.
With respect
to the Class LTB-3A Interest, the Class B-3A Certificates. With
respect to the
Class LTB-3B Interest, the Class B-3B Certificates. With respect to
the Class
LTB-4A Interest, the Class B-4A Certificates. With respect to the
Class LTB-4B
Interest, the Class B-4B Certificates.
Current
Interest: Any of the Class A-1 Current Interest, the Class
A-2A1
Current Interest, the Class A-2A2 Current Interest, the Class A-2B
Current
Interest, the Class A-3 Current Interest, the Class R Current
Interest, the
Class M-1 Current Interest, the Class M-2 Current Interest, the
Class M-3
Current Interest, the Class M-4 Current Interest, the Class M-5
Current
Interest, the Class M-6 Current Interest, the Class B-1A Current
Interest, the
Class B-1B Current Interest, the Class B-2A Current Interest, the
Class B-2B
Current Interest, the Class B-3A Current Interest, the Class B-3B
Current
Interest, the Class B-4A Current Interest, the Class B-4B Current
Interest and
the Class C Current Interest.
Custodian:
[CUSTODIAN], on behalf of [TRUSTEE] as Trustee.
Cut-off
Date: [DATE].
Cut-off
Date Principal Balance: As to any Mortgage Loan, the unpaid
principal balance thereof as of the close of business on the
calendar day
immediately preceding the Cut-off Date after application of all
payments of
principal due on or prior to the Cut-off Date, whether or not
received, and all
Principal Prepayments received prior to the Cut-off Date, but
without giving
effect to any installments of principal received in respect of Due
Dates after
the Cut-off Date.
Definitive
Certificates: As defined in Section 5.06.
Deleted
Mortgage Loan: A Mortgage Loan replaced or to be replaced by a
Replacement Mortgage Loan.
Delinquent: A
Mortgage Loan is "delinquent" if any payment due thereon is
not made pursuant to the terms of such Mortgage Loan by the close
of business on
the day such payment is scheduled to be due. A Mortgage Loan is "30
days
delinquent" if such payment has not been received by the close of
business on
the corresponding day of the month immediately succeeding the month
in which
such payment was due, or, if there is no such corresponding day
(e.g., as when a
30-day month follows a 31-day month in which a payment was due on
the 31st day
of such month), then on the last day of such immediately succeeding
month.
Similarly for "60 days delinquent," "90 days delinquent" and so
on.
Denomination: With respect to each Certificate, the amount set
forth on
the face thereof as the "Initial Principal Balance of this
Certificate."
Depositor:
Merrill Lynch Mortgage Investors, Inc., a Delaware corporation,
or any successor in interest.
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Depository: The initial Depository shall be The Depository Trust
Company
("DTC"), the nominee of which is Cede & Co., or any other
organization
registered as a "clearing agency" pursuant to Section 17A of the
Securities
Exchange Act of 1934, as amended. The Depository shall initially be
the
registered Holder of the Book-Entry Certificates. 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.
Depository
Agreement: With respect to Classes of Book-Entry Certificates,
the agreement between the Securities Administrator and the initial
Depository.
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.
Designated
Transaction: A transaction in which the assets underlying the
Certificates consist of single-family residential, multi-family
residential,
home equity, manufactured housing and/or commercial mortgage
obligations that
are secured by single-family residential, multi-family residential,
commercial
real property or leasehold interests therein.
Determination Date: With respect to any Distribution Date, the 15th
day of
the month of such Distribution Date or, if such 15th day is not a
Business Day,
the immediately preceding Business Day.
Disqualified Organization: (1) the United States, any state or
political
subdivision thereof, any foreign government, any international
organization, or
any agency or instrumentality of any of the foregoing, (2) any
organization
(other than a cooperative described in Section 521 of the Code)
which is exempt
from tax under Chapter 1 of Subtitle A of the Code unless such
organization is
subject to the tax imposed by Section 511 of the Code and (3) any
organization
described in Section 1381(a)(2)(C) of the Code.
Distribution Date: The 25th day of each calendar month, or if such
25th
day is not a Business Day, the next succeeding Business Day,
commencing in
___________.
Due Date:
With respect to any Distribution Date and any Mortgage Loan,
the
day during the related Due Period on which a Scheduled Payment is
due.
Due
Period: With respect to any Distribution Date, the period beginning
on
the second day of the calendar month preceding the calendar month
in which such
Distribution Date occurs and ending on the first day of the month
in which such
Distribution Date occurs.
Eligible
Account: An account that is (i) maintained with a depository
institution the long-term unsecured debt obligations of which are
rated by each
Rating Agency in one of its two highest rating categories, or (ii)
maintained
with the corporate trust department of a bank which (A) has a
rating of at least
Baa3 or P-3 by Moody's and (B) is either the Depositor or the
corporate trust
department of a national bank or banking corporation which has a
rating of at
least A-1 by S&P or F1 by Fitch, or (iii) an account or
accounts the deposits in
which are fully insured by the FDIC, or (iv) an account or
accounts, acceptable
to each Rating Agency without reduction or withdrawal of the rating
of any Class
of Certificates, as evidenced in writing, by a depository
institution in which
such accounts are insured by the FDIC (to the limit established by
the FDIC),
the uninsured deposits in which accounts are otherwise secured such
that, as
evidenced by an Opinion of Counsel delivered to and acceptable to
the Securities
Administrator, the Trustee and each Rating Agency, the
Certificateholders have a
claim with respect to the funds in such account and a perfected
first security
interest against any collateral (which shall be limited to
Permitted
Investments) securing such funds that is superior to claims of any
other
depositors or
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creditors of the depository institution with which such account is
maintained,
or (v) maintained at an eligible institution whose commercial
paper, short-term
debt or other short-term deposits are rated at least A-1+ by
S&P and F-1+ by
Fitch, or (vi) maintained with a federal or state chartered
depository
institution the deposits in which are insured by the FDIC to the
applicable
limits and the short-term unsecured debt obligations of which (or,
in the case
of a depository institution that is a subsidiary of a holding
company, the
short-term unsecured debt obligations of such holding company) are
rated A-1 by
S&P or Prime-1 by Moody's at the time any deposits are held on
deposit therein,
or (vii) otherwise acceptable to each Rating Agency, as evidenced
by a letter
from each Rating Agency to the Securities Administrator and the
Trustee.
ERISA: The
Employee Retirement Income Security Act of 1974, including any
successor or amendatory provisions.
ERISA-Qualifying Underwriting: A best efforts or firm
commitment
underwriting or private placement that would satisfy the
requirements of
Prohibited Transaction Exemption 90-29, Exemption Application No.
D-8012, 55
Fed. Reg. 21459 (1990), as amended, granted to the Underwriter by
the United
States Department of Labor (or any other applicable underwriter's
exemption
granted by the United States Department of Labor), except, in
relevant part, for
the requirement that the certificates have received a rating at the
time of
acquisition that is in one of the three (or four, in the case of a
"designated
transaction") highest generic rating categories by at least one of
the Rating
Agencies.
ERISA
Restricted Certificates: The Class B-4, Class C and Class P
Certificates and any other Certificate, as long as the acquisition
and holding
of such Certificate is not covered by and exempt under the
Underwriter's
exemption.
Event of
Default: As defined in Section 7.01 hereof.
Excess
Interest: On any Distribution Date, for each Class of the Class
A,
Class M and Class B Certificates, the excess, if any, of (1) the
amount of
interest such Class of Certificates is entitled to receive on such
Distribution
Date over (2) the amount of interest such Class of Certificates
would have been
entitled to receive on such Distribution Date at an interest rate
equal to the
REMIC Pass-Through Rate.
Excess
Proceeds: With respect to any Liquidated Loan, any Liquidation
Proceeds that are in excess of the sum of (1) the unpaid principal
balance of
such Liquidated Loan as of the date of such liquidation plus (2)
interest at the
Mortgage Rate from the Due Date as to which interest was last paid
or advanced
to Certificateholders (and not reimbursed to the Servicer) up to
the Due Date in
the month in which such Liquidation Proceeds are required to be
distributed on
the unpaid principal balance of such Liquidated Loan outstanding
during each Due
Period as to which such interest was not paid or advanced.
Exchange
Act: The Securities Exchange Act of 1934, as amended.
Extra
Principal Distribution Amount: With respect to any Distribution
Date, (1) prior to the Stepdown Date, the excess of (A) the sum of
(i) the
Aggregate Certificate Principal Balance immediately preceding such
Distribution
Date reduced by the Principal Funds with respect to such
Distribution Date and
(ii) $_________ and over (B) the aggregate Stated Principal Balance
of the
Mortgage Loans as of such Distribution Date and (2) on and after
the Stepdown
Date, (A) the sum of (x) the Aggregate Certificate Principal
Balance immediately
preceding such Distribution Date, reduced by the Principal Funds
with respect to
such Distribution Date and (y) the greater of (a) ___% of the
aggregate Stated
Principal Balance of the Mortgage Loans and (b) the Minimum
Required
Overcollateralization Amount less (B) the aggregate Stated
Principal Balance of
the Mortgage Loans as of such Distribution Date; provided, however,
that if on
any Distribution Date a Stepdown Trigger Event is in effect, the
Extra
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Principal Distribution Amount will not be reduced to the applicable
percentage
of the then-current aggregate Stated Principal Balance of the
Mortgage Loans
(and will remain fixed at the applicable percentage of the
aggregate Stated
Principal Balance of the Mortgage Loans as of the Due Date
immediately prior to
the Stepdown Trigger Event) until the next Distribution Date on
which the
Stepdown Trigger Event is not in effect.
Fannie
Mae: A federally chartered and privately owned corporation
organized and existing under the Federal National Mortgage
Association Charter
Act, or any successor thereto.
FDIC: The
Federal Deposit Insurance Corporation, or any successor
thereto.
Fitch:
Fitch, Inc., or any successor in interest.
Fixed Rate
Mortgage Loan: A Mortgage Loan identified in the Mortgage Loan
Schedule as having a Mortgage Rate which is fixed.
Floating
Rate Certificate Carryover: With respect to a Distribution
Date,
in the event that the Pass-Through Rate for a class of Class A,
Class M or Class
B Certificates is based upon the related Available Funds Cap, the
excess of (1)
the amount of interest that such Class would have been entitled to
receive on
such Distribution Date had the Pass-Through Rate for that Class not
been
calculated based on the related Available Funds Cap, up to but not
exceeding
greater of (x) the related Maximum Rate Cap or (y) the sum of (i)
the related
Available Funds Cap and (ii) the product of (A) a fraction, the
numerator of
which is 360 and the denominator of which is the actual number of
days in the
related Accrual Period and (B) the quotient obtained by dividing
(I) an amount
equal to the proceeds, if any, payable under the related Cap
Contract with
respect to such Distribution Date by (II) the aggregate Certificate
Principal
Balance of each of the Classes of Certificates to which such Cap
Contract
relates for such Distribution Date over (2) the amount of interest
such class
was entitled to receive on such Distribution Date based on the
related Available
Funds Cap, together with (i) the unpaid portion of any such excess
from prior
Distribution Dates (and interest accrued thereon at the then
applicable
Pass-Through Rate, without giving effect to the applicable
Available Funds Cap)
and (ii) any amount previously distributed with respect to Floating
Rate
Certificate Carryover for such class that is recovered as a
voidable preference
by a trustee in bankruptcy.
Freddie
Mac: A corporate instrumentality of the United States created
and
existing under Title III of the Emergency Home Finance Act of 1970,
as amended,
or any successor thereto.
Grantor
Trusts: The grantor trusts described in Section 2.07 hereof.
Gross
Margin: The percentage set forth in the related Mortgage Note
for
each of the Adjustable Rate Mortgage Loans which is to be added to
the
applicable index for use in determining the Mortgage Rate on each
Adjustment
Date, and which is set forth in the Mortgage Loan Schedule for each
Adjustable
Rate Mortgage Loan.
Group One:
The portion of the Mortgage Pool identified as "Group One" in
the Prospectus Supplement.
Group One
Mortgage Loan: Any Mortgage Loan at any time identified in the
Group One Mortgage Loan Schedule attached hereto as Exhibit
B-2.
Group One
Principal Distribution Amount: As of any Distribution Date, the
amount equal to the lesser of (i) the aggregate Certificate
Principal Balance of
the Class A-1 and Class R Certificates and (ii)
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the product of (x) the Group One Principal Distribution Percentage
and (y) the
Class A Principal Distribution Amount; provided, however, that with
respect to
any Distribution Date on which the Class A-1 and Class R
Certificates are
outstanding and the Certificate Principal Balance of the Class A-2
Certificates
has been reduced to zero, the Group One Principal Distribution
Amount will equal
the Class A Principal Distribution Amount.
Group One
Principal Distribution Percentage: With respect to any
Distribution Date, a fraction expressed as a percentage, the
numerator of which
is the amount of Principal Funds received with respect to Mortgage
Loans in
Group One and the denominator of which is the amount of Principal
Funds received
from all of the Mortgage Loans in the mortgage pool.
Group Two:
The portion of the Mortgage Pool identified as "Group Two" in
the Prospectus Supplement.
Group Two
Mortgage Loan: Any Mortgage Loan at any time identified in the
Group Two Mortgage Loan Schedule attached hereto as Exhibit
B-3.
Group Two
Principal Distribution Amount: As of any Distribution Date, the
amount equal to the lesser of (i) the aggregate Certificate
Principal Balance of
the Class A-2 Certificates and (ii) the product of (x) the Group
Two Principal
Distribution Percentage and (y) the Class A Principal Distribution
Amount;
provided, however, that with respect to any Distribution Date on
which the Class
A-2 Certificates are outstanding and the Certificate Principal
Balances of the
Class A-1 and Class R Certificates have been reduced to zero, the
Group Two
Principal Distribution Amount will equal the Class A Principal
Distribution
Amount.
Group Two Principal
Distribution Percentage: With respect to any
Distribution Date, a fraction expressed as a percentage, the
numerator of which
is the amount of Principal Funds received with respect to Mortgage
Loans in
Group Two and the denominator of which is the amount of Principal
Funds received
from all of the Mortgage Loans in the mortgage pool.
Indenture:
An indenture relating to the issuance of notes guaranteed by
the NIMs Insurer.
Initial
Adjustment Date: As to any Adjustable Rate Mortgage Loan, the
first Adjustment Date following the origination of such Mortgage
Loan.
Initial
Certificate Principal Balance: With respect to any Certificate,
the Certificate Principal Balance of such Certificate or any
predecessor
Certificate on the Closing Date as set forth in Section 5.01
hereof.
Initial
Mortgage Rate: As to each Mortgage Loan, the Mortgage Rate in
effect prior to the Initial Adjustment Date.
Initial
Optional Termination Date: The first Distribution Date on which
the aggregate Stated Principal Balance of the Mortgage Loans (or if
such
Mortgage Loan is an REO Property, the fair market value of such REO
Property) is
equal to or less than 10% of the aggregate Stated Principal Balance
of the
Mortgage Loans as of the Cut-off Date.
Insurance
Policy: With respect to any Mortgage Loan or the related
Mortgaged Property (or the related Underlying Mortgaged Property,
in the case of
a Co-op Loan) included in the Trust Fund, any insurance policy,
including all
riders and endorsements thereto in effect with respect to such
Mortgage
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<PAGE>
Loan or Mortgaged Property (or related Underlying Mortgage
Property, in the case
of a Co-op Loan), including any replacement policy or policies for
any insurance
policies.
Insurance
Proceeds: Proceeds paid in respect of a Mortgage Loan or the
related Mortgaged Property (or the related Underlying Mortgaged
Property, in the
case of a Co-op Loan) pursuant to any Insurance Policy or any other
insurance
policy covering such Mortgage Loan or Mortgaged Property (or
Underlying
Mortgaged Property, in the case of a Co-op Loan), to the extent
such proceeds
are payable to the mortgagee under the Mortgage, the Servicer or
the trustee
under the deed of trust and are not applied to the restoration of
the related
Mortgaged Property (or the related Underlying Mortgaged Property,
in the case of
a Co-op Loan) or released either to the Mortgagor or to the holder
of a senior
lien on the related Mortgaged Property (or the related Underlying
Mortgaged
Property in the case of a Co-op Loan) in accordance with the
procedures that the
Servicer would follow in servicing mortgage loans held for its own
account, in
each case other than any amount included in such Insurance Proceeds
in respect
of Insured Expenses.
Insured
Expenses: Expenses covered by an Insurance Policy or any other
insurance policy with respect to a Mortgage Loan or the related
Mortgaged
Property (or the related Underlying Mortgaged Property, in the case
of a Co-op
Loan).
Interest
Carry Forward Amount: Any of the Class A-1 Interest Carry
Forward
Amount, the Class A-2A1 Interest Carry Forward Amount, the Class
A-2A2 Interest
Carry Forward Amount, the Class A-2B Interest Carry Forward Amount,
the Class
A-3 Interest Carry Forward Amount, the Class R Interest Carry
Forward Amount,
the Class M-1 Interest Carry Forward Amount, the Class M-2 Interest
Carry
Forward Amount, the Class M-3 Interest Carry Forward Amount, the
Class M-4
Interest Carry Forward Amount, the Class M-5 Interest Carry Forward
Amount, the
Class M-6 Interest Carry Forward Amount, the Class B-1A Interest
Carry Forward
Amount, the Class B-1B Interest Carry Forward Amount, the Class
B-2A Interest
Carry Forward Amount, the Class B-2B Interest Carry Forward Amount,
the Class
B-3A Interest Carry Forward Amount, the Class B-3B Interest Carry
Forward
Amount, the Class B-4A Interest Carry Forward Amount, the Class
B-4B Interest
Carry Forward Amount or the Class C Interest Carry Forward Amount,
as the case
may be.
Interest
Determination Date: With respect to the Certificates, (i) for
any
Accrual Period other than the first Accrual Period, the second
LIBOR Business
Day preceding the commencement of such Accrual Period and (ii) for
the first
Accrual Period, _____________.
Interest
Funds: With respect to any Distribution Date, the sum, without
duplication, of (1) all scheduled interest due during the related
Due Period and
received before the related Servicer Remittance Date or advanced on
or before
the related Servicer Remittance Date less the Servicing Fee and the
Securities
Administrator Fee, (2) all Advances relating to interest with
respect to the
Mortgage Loans and such Distribution Date, (3) all Compensating
Interest with
respect to the Mortgage Loans and such Distribution Date, (4)
Liquidation
Proceeds with respect to the Mortgage Loans (to the extent such
Liquidation
Proceeds relate to interest) collected during the related
Prepayment Period, (5)
all proceeds of any purchase pursuant to Section 2.02 or 2.03
during the related
Prepayment Period or pursuant to Section 9.01 not later than the
related
Determination Date (to the extent that such proceeds relate to
interest) less
the Servicing Fee and the Securities Administrator Fee and (6) all
Prepayment
Charges received with respect to the Mortgage Loans during the
related
Prepayment Period less (A) all Non-Recoverable Advances relating to
interest and
(B) other amounts reimbursable to the Servicer, the Master
Servicer, the
Securities Administrator and the Trustee pursuant to this
Agreement.
Latest
Possible Maturity Date: The latest maturity date for any
Mortgage
Loan in the Trust Fund plus one year.
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LIBOR
Business Day: Any day on which banks in the City of London,
England
and New York City, U.S.A. are open and conducting transactions in
foreign
currency and exchange.
Liquidated
Loan: With respect to any Distribution Date, a defaulted
Mortgage Loan that either (a) pursuant to Section 3.12 has been
realized upon or
liquidated through deed-in-lieu of foreclosure, foreclosure sale,
trustee's sale
or other realization as provided by applicable law governing the
real property
subject to the related Mortgage and any security agreements and as
to which the
Servicer has certified (in accordance with Section 3.12) in the
related
Prepayment Period that it has received all amounts it expects to
receive in
connection with such liquidation or (b) as to which is not a first
lien Mortgage
Loan and is delinquent 180 days or longer, the Servicer has
certified in a
certificate of an officer of the Servicer delivered to the
Depositor and the
Trustee that it does not believe that there is a reasonable
likelihood that any
further net proceeds will be received or recovered with respect to
such Mortgage
Loan.
Liquidation Proceeds: Amounts, including Condemnation Proceeds,
Insurance
Proceeds, received in connection with the partial or complete
liquidation of a
Mortgage Loan, whether through trustee's sale, foreclosure sale,
sale by the
Servicer pursuant to this Agreement or otherwise or amounts
received in
connection with any condemnation or partial release of a Mortgaged
Property and
any other proceeds received in connection with the final sale of a
related REO
Property, less the sum of related unreimbursed Advances, Servicing
Fees,
Servicing Advances and any other expenses related to such Mortgage
Loan.
Loan-to-Value Ratio: With respect to any Mortgage Loan, the
fraction,
expressed as a percentage, the numerator of which is the original
principal
balance of the related Mortgage Loan and the denominator of which
is the lesser
of (X) the Appraised Value of the related Mortgaged Property (or
applicable
dwelling unit, in the case of a Co-op Loan) and (Y) the sales price
of the
related Mortgaged Property (or applicable dwelling unit, in the
case of a Co-op
Loan) at the time of origination.
Losses:
Any losses, claims, damages, liabilities or expenses
collectively.
Lower Tier
REMIC: As described in the Preliminary Statement and Section
2.07.
Lower Tier
REMIC Interests: Each of the Class LTA-1 Interest, the Class
LTA-2A1 Interest, the Class LTA-2A2 Interest, the Class LTA-2B
Interest, the
Class LTA-3 Interest, the Class LTM-1 Interest, the Class LTM-2
Interest, the
Class LTM-3 Interest, the Class LTM-4 Interest, the Class LTM-5
Interest, the
Class LTM-6 Interest, the Class LTB-1A Interest, the Class LTB-1B
Interest, the
Class LTB-2A Interest, the Class LTB-2B Interest, the Class LTB-3A
Interest, the
Class LTB-3B Interest, the Class LTB-4A Interest, the Class LTB-4B
Interest, the
Class LTIX Interest, the Class LTIIX Interest, the Class LTII1A
Interest, the
Class LTII1B Interest, the Class LTII2A Interest, the Class LTII2B
Interest and
the Class LTR Interest.
Lower Tier
REMIC I Marker Interests: Each of the classes of Lower Tier
REMIC Regular Interests other than the Class LTIX Interest, the
Class LTIIX
Interest, the Class LTII1A Interest, the Class LTII1B Interest, the
Class LTII2A
Interest, the Class LTII2B Interest.
Lower Tier
REMIC II Marker Interests: Each of the Class LTII1A Interest,
the Class LTII1B Interest, the Class LTII2A Interest and the Class
LTII2B
Interest.
Lower Tier
REMIC Regular Interests: Each of the Lower Tier REMIC Interests
other than the Class LTR Interest.
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Lower Tier
REMIC Subordinated Balance Ratio: The ratio of (i) the
principal balance of the Class LTII1A Interest to (ii) the
principal balance of
the Class LTII2A Interest that is equal to the ratio of (i) the
excess of (A)
the aggregate Stated Principal Balance of Group One over (B) the
current
Certificate Principal Balance of the Class A-1 and Class R
Certificates to (ii)
the excess of (A) the aggregate Stated Principal Balance of Group
Two over (B)
the current Certificate Principal Balance of the Class A-2
Certificates.
Master
Servicer: [MASTER SERVICER], or any successor in interest.
Maximum
Mortgage Rate: With respect to each Adjustable Rate Mortgage
Loan,
the maximum rate of interest set forth as such in the related
Mortgage Note and
with respect to each Fixed Rate Mortgage Loan, the rate of interest
set forth in
the related Mortgage Note.
Maximum
Rate Cap: Any of the Class A-1 Maximum Rate Cap, the Class A-2
Maximum Rate Cap or the Weighted Average Maximum Rate Cap.
MERS:
Mortgage Electronic Registration Systems, Inc., a corporation
organized and existing under the laws of the State of Delaware, or
any successor
thereto.
MERS Loan:
Any Mortgage Loan registered with MERS on the MERS System.
MERS
System: The system of recording transfers of mortgage
electronically
maintained by MERS.
MIN: The
loan number for any MERS Loan.
Minimum
Mortgage Rate: With respect to each Adjustable Rate Mortgage
Loan,
the minimum rate of interest set forth as such in the related
Mortgage Note.
Minimum
Required Overcollateralization Amount: An amount equal to the
product of (x) ___% and (y) the Stated Principal Balance of the
Mortgage Loans
as of the Cut-off Date.
MOM Loan:
Any Mortgage Loan as to which MERS is acting as mortgagee,
solely as nominee for the originator of such Mortgage Loan and its
successors
and assigns.
Monthly Excess
Interest Amount: With respect to each Distribution Date,
the amount, if any, by which the Interest Funds for such
Distribution Date
exceeds the aggregate amount distributed on such Distribution Date
pursuant to
Section 4.04(b) (other than the last clause thereof).
Monthly
Statement: The statement delivered to the Certificateholders
pursuant to Section 4.05.
Moody's:
Moody's Investors Service, Inc. or any successor in interest.
Mortgage:
With respect to a Mortgage Loan that is not a Co-op Loan, the
mortgage, deed of trust or other instrument with all riders
attached thereto
creating a first or second lien or a first or second priority
ownership interest
in an estate in fee simple in real property securing a Mortgage
Note. With
respect to a Co-op Loan, the security agreement with all riders
attached thereto
creating a security interest in the stock allocated to a dwelling
unit in a
residential cooperative housing corporation and pledged to secure
such Co-op
Loan and the related Co-op Lease.
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Mortgage
File: The mortgage documents listed in Section 2.01 hereof
pertaining to a particular Mortgage Loan and any additional
documents delivered
to the Trustee to be added to the Mortgage File pursuant to this
Agreement.
Mortgage
Group: Either of Group One or Group Two.
Mortgage
Loans: Such of the mortgage loans transferred and assigned to
the
Trustee pursuant to the provisions hereof as from time to time are
held as a
part of the Trust Fund (including any REO Properties the mortgage
loans so held
being identified in the Mortgage Loan Schedule, notwithstanding
foreclosure or
other acquisition of title of the related Mortgaged Property. Any
mortgage loan
that was intended by the parties hereto to be transferred to the
Trust Fund as
indicated by such Mortgage Loan Schedule which is in fact not so
transferred for
any reason shall continue to be a Mortgage Loan hereunder until the
Purchase
Price with respect thereto has been paid to the Trust Fund.
Mortgage
Loan Schedule: The list of Mortgage Loans (as from time to time
amended by the Trustee to reflect the deletion of Deleted Mortgage
Loans and the
addition of Replacement Mortgage Loans pursuant to the provisions
of this
Agreement transferred to the Trustee as part of the Trust Fund and
from time to
time subject to this Agreement, attached hereto as Exhibits B-1,
B-2 and B-3,
setting forth the following information with respect to each
Mortgage Loan:
(i) the loan number;
(ii) borrower name and address;
(iii) the unpaid principal balance of the Mortgage Loans;
(iv) the Initial Mortgage Rate;
(v) the original maturity date and the months remaining before
maturity
date;
(vi) the original principal balance;
(vii) the Cut-off Date Principal Balance;
(viii) the first payment due date of the Mortgage Loan;
(ix) the Loan-to-Value Ratio at origination;
(x) a code indicating whether the residential dwelling at the
time
of
origination was represented to be owner-occupied;
(xi) a code indicating the property type;
(xii) with respect to each Adjustable Rate Mortgage Loan;
(A) the frequency of each Adjustment Date;
(B) the next Adjustment Date;
(C) the Maximum Mortgage Rate;
(D) the Minimum Mortgage Rate;
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(E) the Mortgage Rate as of the Cut-off Date;
(F) the related Periodic Rate Cap;
(G) the Gross Margin;
(H) the lifetime rate cap;
(xiii) location of the related Mortgaged Property (or
Underlying
Mortgaged
Property, in the case of a Co-op Loan);
(xiv) a code indicating whether a Prepayment Charge is
applicable
and, if
so, the term of such Prepayment Charge;
(xv) the Credit Score and date obtained; and
(xvi) the MIN.
Mortgage
Note: The original executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a
Mortgage Loan
and all amendments, modifications and attachments thereto with all
riders
attached thereto.
Mortgage
Pool: The aggregate of the Mortgage Loans identified in the
Mortgage Loan Schedule.
Mortgaged
Property: The underlying property securing a Mortgage Loan.
Mortgage
Rate: The annual rate of interest borne by a Mortgage Note from
time to time.
Mortgagor:
The obligor on a Mortgage Note.
Net
Mortgage Rate: As to each Mortgage Loan, and at any time, the
per
annum rate equal to the then current Mortgage Rate less the
Servicing Fee Rate
and the Securities Administrator Fee Rate.
Net Rate:
With respect to any Distribution Date, the product of (x) the
weighted average Net Mortgage Rate for the Mortgage Loans
calculated based on
the respective Net Mortgage Rates and the Stated Principal Balances
of such
Mortgage Loans as of the preceding Distribution Date (or, in the
case of the
first Distribution Date, as of the Cut-off Date) and (y) a
fraction, the
numerator of which is 30 and the denominator of which is the actual
number of
days in the related Accrual Period.
NIM Notes:
The notes to be issued pursuant to the Indenture.
NIMs
Insurer: Any of the one or more insurers, if any, that is
guaranteeing certain payments under any NIM Notes; provided, that
upon the
payment in full of the NIM Notes, all rights of the NIMs Insurer
hereunder shall
terminate.
NIMs
Insurer Default: As defined in Section 10.12.
Non-Recoverable Advance: Any portion of an Advance previously made
or
proposed to be made by the Servicer that, in the good faith
judgment of the
Servicer, will not or, in the case of a current delinquency, would
not, be
ultimately recoverable by the Servicer from the related Mortgagor,
related
Liquidation Proceeds or otherwise with respect to the related
Mortgage Loan.
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Non-Recoverable Servicing Advance: Any portion of a Servicing
Advance
previously made or proposed to be made by the Servicer that, in the
good faith
judgment of the Servicer, will not or, in the case of a current
Servicing
Advance, would not, be ultimately recoverable by the Servicer from
the related
Mortgagor, related Liquidation Proceeds or otherwise with respect
to the related
Mortgage Loan.
Non-Supported Interest Shortfall: As defined in Section 4.02.
Officer's
Certificate: A certificate (1) signed by the Chairman of the
Board, the Vice Chairman of the Board, the President, a vice
president (however
denominated), an Assistant Vice President, the Treasurer, the
Secretary, or one
of the assistant treasurers or assistant secretaries of the
Depositor, the
Master Servicer, the Servicer or the Securities Administrator (or
any other
officer customarily performing functions similar to those performed
by any of
the above designated officers and also to whom, with respect to a
particular
matter, such matter is referred because of such officer's knowledge
of and
familiarity with a particular subject) or (2), if provided for in
this
Agreement, signed by a Servicing Officer, as the case may be, and
delivered to
the Depositor, the Master Servicer, the Servicer, the Securities
Administrator
or the Trustee, as the case may be, as required by this
Agreement.
One-Month LIBOR: With respect to any Accrual Period, the rate
determined by the Securities Administrator on the related Interest
Determination
Date on the basis of (a) the offered rates for one-month United
States dollar
deposits, as such rates appear on Telerate page 3750, as of 11:00
a.m. (London
time) on such Interest Determination Date or (b) if such rate does
not appear on
Telerate Page 3750 as of 11:00 a.m. (London time), the offered
rates of the
Reference Banks for one-month United States dollar deposits, as
such rates
appear on the Reuters Screen LIBO Page, as of 11:00 a.m. (London
time) on such
Interest Determination Date. If One-Month LIBOR is determined
pursuant to clause
(b) above, on each Interest Determination Date, One-Month LIBOR for
the related
Accrual Period will be established by the Securities Administrator
as follows:
(i) If on such Interest Determination Date two or more
Reference
Banks
provide such offered quotations, One-Month LIBOR for the
related
Accrual
Period shall be the arithmetic mean of such offered quotations
(rounded
upwards if necessary to the nearest whole multiple of
0.03125%).
(ii) If on such Interest Determination Date fewer than two
Reference
Banks
provide such offered quotations, One-Month LIBOR for the
related
Accrual
Period shall be the higher of (i) One-Month LIBOR as determined
on
the
previous Interest Determination Date and (ii) the Reserve
Interest
Rate.
Opinion of
Counsel: A written opinion of counsel, who may be counsel for
the Depositor, the Master Servicer, the Servicer or the
Securities
Administrator, reasonably acceptable to each addressee of such
opinion;
provided, however, that with respect to Section 6.04 or 10.01, or
the
interpretation or application of the REMIC Provisions, such counsel
must (1) in
fact be independent of the Depositor, the Master Servicer, the
Servicer or the
Securities Administrator, (2) not have any direct financial
interest in the
Depositor, the Master Servicer, the Servicer or the Securities
Administrator or
in any affiliate of any such party and (3) not be connected with
the Depositor,
the Master Servicer, the Servicer or the Securities Administrator
as an officer,
employee, promoter, underwriter, trustee, partner, director or
person performing
similar functions.
Optional
Termination: The termination of the Trust Fund hereunder
pursuant
to clause (b) of Section 9.01 hereof.
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Optional
Termination Amount: The amount received by the Securities
Administrator in connection with any purchase of all of the
Mortgage Loans and
REO Properties pursuant to Section 9.01(b).
Optional
Termination Price: On any date after the Initial Optional
Termination Date an amount equal to the sum of (i) the then
aggregate
outstanding Stated Principal Balance of the Mortgage Loans (or, if
such Mortgage
Loan is an REO Property, the fair market value of such REO
Property) plus
accrued interest thereon at the applicable Mortgage Rate through
the Due Date in
the month in which the Optional Termination Price is to be
distributed to the
Certificateholders; (ii) any unreimbursed out-of-pocket costs and
expenses owed
to the Trustee, the Master Servicer, the Securities Administrator
or the
Servicer, any unpaid or unreimbursed Servicing Fees, Securities
Administrator
Fees and all unreimbursed Advances and Servicing Advances, in each
case incurred
by such party in the performance of its obligations and (iii) any
unreimbursed
costs, penalties and/or damages incurred by the Trust Fund in
connection with
any violation relating to any of the Mortgage Loans of any
predatory or abusive
lending law.
OTS: The
Office of Thrift Supervision.
Outstanding: With respect to the Certificates as of any date of
determination, all Certificates theretofore executed and
authenticated under
this Agreement except: (1) Certificates theretofore canceled by the
Securities
Administrator or delivered to the Securities Administrator for
cancellation; and
(2) Certificates in exchange for which or in lieu of which other
Certificates
have been executed by the Securities Administrator and delivered by
the
Securities Administrator pursuant to this Agreement.
Outstanding Mortgage Loan: As of any Distribution Date, a Mortgage
Loan
with a Stated Principal Balance greater than zero that was not the
subject of a
Principal Prepayment in full, and that did not become a Liquidated
Loan, prior
to the end of the related Due Period.
Overcollateralization Amount: As of any date of determination, the
excess
of (1) the sum of (x) the Stated Principal Balance of the Mortgage
Loans over
(2) the Certificate Principal Balance of the Certificates (other
than the Class
P Certificates and the Class C Certificates).
Ownership
Interest: As to any Certificate, any ownership 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.
Pass-Through Rate: With respect to any Class of Certificates,
the
corresponding Pass-Through Rate for such Class of Certificates.
Percentage
Interest: With respect to:
(i) any Class, the percentage interest in the undivided
beneficial
ownership
interest evidenced by such Class which shall be equal to the
Certificate Principal Balance of such Class divided by the
aggregate
Certificate Principal Balance of all Classes; and
(ii) any Certificate, the Percentage Interest evidenced thereby
of
the
related Class shall equal the percentage obtained by dividing
the
Denomination of such Certificate by the aggregate of the
Denominations of
all
Certificates of such Class; except that in the case of any Class
P
Certificates, the Percentage Interest with respect to such
Certificate
shown on the
face of such Certificate.
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Periodic
Rate Cap: As to each Adjustable Rate Mortgage Loan and the
related Mortgage Note, the provision therein that limits
permissible increases
and decreases in the Mortgage Rate on any Adjustment Date.
Permitted
Activities: The primary activities of the Trust Fund created
pursuant to this Agreement which shall be:
(i) holding Mortgage Loans transferred from the Depositor and
other
assets of the Trust
Fund, including the Cap Contracts and any credit
enhancement and passive derivative financial instruments that
pertain to
beneficial
interests issued or sold to parties other than the Depositor,
its
Affiliates, or its agents;
(ii) issuing Certificates and other interests in the assets of
the
Trust
Fund;
(iii) receiving collections on the Mortgage Loans and the Cap
Contracts
and making payments on such Certificates and interests in
accordance
with the terms of this Agreement; and
(iv) engaging in other activities that are necessary or
incidental
to
accomplish these limited purposes, which activities cannot be
contrary
to the
status of the Trust Fund as a qualified special purpose entity
under
existing accounting literature.
Permitted
Investments: At any time, any one or more of the following
obligations and securities:
(i) obligations of the United States or any agency thereof,
provided
such
obligations are backed by the full faith and credit of the
United
States;
(ii) general obligations of or obligations guaranteed by any
state
of the
United States or the District of Columbia receiving the highest
long-term
debt rating of each Rating Agency rating the Certificates;
(iii) commercial or finance company paper, other than commercial
or
finance
company paper issued by the Depositor, the Securities
Administrator or any of its Affiliates, which is then receiving
the
highest
commercial or finance company paper rating of each such Rating
Agency;
(iv) certificates of deposit, demand or time deposits, or
bankers'
acceptances (other than banker's acceptances issued by the
Securities
Administrator or any of its Affiliates) issued by any
depository
institution or trust company incorporated under the laws of the
United
States or
of any state thereof and subject to supervision and examination
by federal
and/or state banking authorities, provided that the commercial
paper
and/or long term unsecured debt obligations of such depository
institution or trust company are then rated one of the two
highest
long-term
and the highest short-term ratings of each such Rating Agency
for such
securities;
(v) demand or time deposits or certificates of deposit issued by
any
bank or
trust company or savings institution to the extent that such
deposits
are fully insured by the FDIC;
(vi) guaranteed reinvestment agreements issued by any bank,
insurance
company or other corporation rated in the two highest long-term
or the
highest short-term ratings of each Rating Agency containing, at
the
time of
the issuance of such agreements, such terms and conditions as
will
not result
in the downgrading or withdrawal of the rating then assigned to
the
Certificates by any such Rating Agency as evidenced by a letter
from
each Rating
Agency;
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(vii) repurchase obligations with respect to any security
described
in clauses
(i) and (ii) above, in either case entered into with a
depository
institution or trust company (acting as principal) described in
clause (v)
above;
(viii) securities (other than stripped bonds, stripped coupons
or
instruments sold at a purchase price in excess of 115% of the face
amount
thereof)
bearing interest or sold at a discount issued by any
corporation,
other than
the Securities Administrator or any of its Affiliates,
incorporated under the laws of the United States or any state
thereof
which, at
the time of such investment, have one of the two highest long
term
ratings of each Rating Agency;
(ix) interests in any money market fund (including those managed
or
advised by
the Securities Administrator, the Trustee or their respective
affiliates) which at the date of acquisition of the interests in
such fund
and
throughout the time such interests are held in such fund has
the
highest
applicable long term rating by each Rating Agency rating such
fund;
and
(x) short term investment funds sponsored by any trust company
or
national
banking association incorporated under the laws of the United
States or
any state thereof, other than the Securities Administrator or
any of its
Affiliates, which on the date of acquisition has been rated by
each such
Rating Agency in their respective highest applicable rating
category;
provided, that no such instrument shall be a Permitted Investment
if such
instrument (i) evidences the right to receive interest only
payments with
respect to the obligations underlying such instrument, (ii) is
purchased at a
premium or above par or (iii) is purchased at a deep discount;
provided,
further, that no such instrument shall be a Permitted Investment
(A) if such
instrument evidences principal and interest payments derived from
obligations
underlying such instrument and the interest payments with respect
to such
instrument provide a yield to maturity of greater than 120% of the
yield to
maturity at par of such underlying obligations, or (B) if it may be
redeemed at
a price below the purchase price (the foregoing clause (B) not to
apply to
investments in units of money market funds pursuant to clause (ix)
above); and
provided, further, (I) that no amount beneficially owned by any
REMIC
(including, without limitation, any amounts collected by the
Servicer but not
yet deposited in the Collection Account) may be invested in
investments (other
than money market funds) treated as equity interests for Federal
income tax
purposes, unless the Servicer shall receive an Opinion of Counsel,
at the
expense of the party requesting that such investment be made, to
the effect that
such investment will not adversely affect the status of the any
REMIC provided
for herein as a REMIC under the Code or result in imposition of a
tax on the
Trust Fund or any REMIC provided for herein and (II) each such
investment must
be a "permitted investment" within the meaning of Section
860G(a)(5) of the
Code. Permitted Investments that are subject to prepayment or call
may not be
purchased at a price in excess of par.
Permitted
Transferee: Any Person other than (i) the United States, any
State or political subdivision thereof, or any agency or
instrumentality of any
of the foregoing, (ii) a foreign government, International
Organization or any
agency or instrumentality of either of the foregoing, (iii) an
organization
(except certain farmers' cooperatives described in Section 521 of
the Code) that
is exempt from tax imposed by Chapter 1 of the Code (including the
tax imposed
by Section 511 of the Code on unrelated business taxable income) on
any excess
inclusions (as defined in Section 860E(c)(1) of the Code) with
respect to the
Class R Certificate, (iv) rural electric and telephone cooperatives
described in
Section 1381(a)(2)(C) of the Code, and (v) a Person that is not a
citizen or
resident of the United States, a corporation or partnership (or
other entity
treated as a corporation or partnership for United States federal
income tax
purposes) created or organized in or under the laws of the United
States or any
State thereof or the District of Columbia or an estate whose income
from sources
without the United States is includable in gross income for United
States
federal income tax purposes regardless of its connection with the
conduct of a
trade or business within the United States, or a trust if a court
within the
United States is able
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to exercise primary supervision over the administration of the
trust and one or
more United States persons have authority to control all
substantial decisions
of the trust, unless, in the case of this clause (v), such Person
has furnished
the transferor and the Securities Administrator with a duly
completed Internal
Revenue Service Form W-8ECI or applicable successor form. The terms
"United
States," "State" and "International Organization" shall have the
meanings set
forth in Section 7701 of the Code. A corporation will not be
treated as an
instrumentality of the United States or of any State thereof for
these purposes
if all of its activities are subject to tax and, with the exception
of the
Federal Home Loan Mortgage Corporation, a majority of its board of
directors is
not selected by such government unit.
Person:
Any individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust,
unincorporated
organization or government, or any agency or political subdivision
thereof.
Pool
Stated Principal Balance: As to any Distribution Date, the
aggregate
of the Stated Principal Balances, as of such Distribution Date, of
the Mortgage
Loans that were Outstanding Mortgage Loans as of such date.
Preference
Claim: The meaning set forth in Section 4.04(j) hereof.
Prepayment
Assumption: A rate or rates of prepayment, as described in the
Prospectus Supplement in the definition of "Modeling Assumptions,"
relating to
the Publicly Offered Certificates.
Prepayment
Charges: Any prepayment fees, premiums or charges to be paid by
the Mortgagor on a Mortgage Loan pursuant to the terms of the
related Mortgage
Note or Mortgage, as applicable, as identified on the Mortgage Loan
Schedule.
Prepayment
Interest Excesses: With respect to any Servicer Remittance
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 Servicer Remittance
Date occurs
and the last day of the related Prepayment Period, 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 Servicer Remittance Date occurs
and ending on
the date on which such Principal Prepayment is so applied.
Prepayment
Interest Shortfall: With respect to any Distribution Date, for
each Mortgage Loan that was the subject of a Principal Prepayment
in full (other
than a Principal Prepayment in full resulting from the purchase of
a Mortgage
Loan pursuant to Section 2.02, 2.03 or 9.01 hereof), the amount, if
any, by
which (i) one month's interest at the applicable Net Mortgage Rate
on the Stated
Principal Balance of such Mortgage Loan as of the preceding
Distribution Date or
in the case of a partial Principal Prepayment, on the amount of
such prepayment,
exceeds (ii) the amount of interest paid or collected in connection
with such
Principal Prepayment.
Prepayment
Period: As to any Distribution Date, the period beginning with
the opening of business on the 15th day of the calendar month
preceding the
month in which such Distribution Date occurs (or in the case of the
first
Distribution Date, beginning with the opening of business on the
Cut-off Date)
and ending on the close of business on the 14th day of the month in
which such
Distribution Date occurs.
Principal
Distribution Amount: With respect to each Distribution Date,
the
sum of (i) the Principal Funds for such Distribution Date and (ii)
any Extra
Principal Distribution Amount for such Distribution Date.
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Principal
Funds: With respect to the Mortgage Loans and any Distribution
Date, the sum, without duplication, of (1) all scheduled principal
due during
the related Due Period and received before the related Servicer
Remittance Date
or advanced on or before the related Servicer Remittance Date, (2)
Principal
Prepayments collected in the related Prepayment Period, (3) the
Stated Principal
Balance of each Mortgage Loan that was purchased by the Depositor
or the
Servicer during the related Prepayment Period or, in the case of a
purchase
pursuant to Section 9.01, on any Business Day prior to such
Distribution Date,
(4) the amount, if any, by which the aggregate unpaid principal
balance of any
Replacement Mortgage Loan is less than the aggregate unpaid
principal of the
related Deleted Mortgage Loans delivered by the Seller in
connection with a
substitution of a Mortgage Loan pursuant to Section 2.03(c), (5)
all Liquidation
Proceeds collected during the related Prepayment Period (to the
extent such
Liquidation Proceeds related to principal), (6) all Subsequent
Recoveries
received during the related Due Period, and (7) all other
collections and
recoveries in respect of principal during the related Prepayment
Period less (A)
all Non-Recoverable Advances relating to principal with respect to
the Mortgage
Loans and (B) other amounts reimbursable to the Servicer, the
Master Servicer,
the Securities Administrator and the Trustee pursuant to this
Agreement and
allocable to principal.
Principal
Prepayment: Any Mortgagor payment or other recovery of (or
proceeds with respect to) principal on a Mortgage Loan (including
Mortgage Loans
purchased or repurchased under Sections 2.02, 2.03, 3.12 and 9.01
hereof) that
is received or recovered in advance of its scheduled Due Date and
is not
accompanied by an amount as to interest representing scheduled
interest due on
any date or dates in any month or months subsequent to the month of
prepayment.
Partial Principal Prepayments shall be applied by the Servicer in
accordance
with the terms of the related Mortgage Note.
Privately
Offered Certificates: The Class B-1A, Class B-1B, Class B-2A,
Class B-2B, Class B-3A, Class B-3B, Class B-4A, Class B-4B and
Class M-6
Certificates.
Prospectus
Supplement: The Prospectus Supplement dated ___________
relating to the public offering of the Publicly Offered
Certificates.
Publicly
Offered Certificates: The Class A, Class M-1, Class M-2, Class
M-3, Class M-4 and Class M-5 Certificates.
PUD: A
Planned Unit Development.
Purchase
Price: With respect to any Mortgage Loan required to be
repurchased by the Seller or the Transferor pursuant to Section
2.02 or 2.03
hereof or purchased by the Servicer pursuant to Section 3.12(c)
hereof, an
amount equal to the sum of (i) 100% of the unpaid principal balance
of the
Mortgage Loan as of the date of such purchase together with any
unreimbursed
Servicing Advances, (ii) accrued interest on such unpaid principal
balance at
the applicable Mortgage Rate from (a) the date through which
interest was last
paid by the Mortgagor to (b) the Due Date in the month in which the
Purchase
Price is to be distributed to Certificateholders and (iii) any
unreimbursed
costs, penalties and/or damages incurred by the Trust Fund (or the
Trustee on
behalf of the Trust Fund) in connection with any violation relating
to such
Mortgage Loan of any predatory or abusive lending law. With respect
to any REO
Property purchased by the Servicer pursuant to Section 3.12(c)
hereof, an amount
equal to the fair market value of such REO Property, as determined
in good faith
by the Servicer
Rating
Agency: Either [RATING AGENCY] or [RATING AGENCY]. If any such
organization or its successor is no longer in existence, "Rating
Agency" shall
be a nationally recognized statistical rating organization, or
other comparable
Person, designated by the Depositor, notice of which designation
shall be given
to the Trustee. References herein to a given rating category of a
Rating Agency
shall mean such rating category without giving effect to any
modifiers.
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<PAGE>
Realized
Loss: With respect to (1) a Liquidated Loan, the amount, if
any,
by which the Stated Principal Balance and accrued interest thereon
at the Net
Mortgage Rate exceeds the amount actually recovered by the Servicer
with respect
thereto (net of reimbursement of Advances and Servicing Advances)
at the time
such Mortgage Loan became a Liquidated Loan or (2) a Mortgage Loan
which is not
a Liquidated Loan, any amount of principal that the Mortgagor is no
longer
legally required to pay (except for the extinguishment of debt that
results from
the exercise of remedies due to default by the Mortgagor).
Record
Date: With respect to any Distribution Date, the close of
business
on the last Business Day of the month preceding the month in which
the
applicable Distribution Date occurs (or, in the case of the first
Distribution
Date, the Closing Date).
Reference
Banks: [Barclays Bank PLC, JPMorgan Chase Bank, N.A., Citibank,
N.A., Wells Fargo Bank, N.A. and NatWest, N.A.]; provided that if
any of the
foregoing banks are not suitable to serve as a Reference Bank, then
any leading
banks selected by the Securities Administrator which are engaged in
transactions
in Eurodollar deposits in the international Eurocurrency market (i)
with an
established place of business in London, England, (ii) whose
quotations appear
on the Reuters Screen LIBO Page on the relevant Interest
Determination Date and
(iii) which have been designated as such by the Securities
Administrator.
Regular
Certificate: Any one of the Class A, Class M and Class B
Certificates.
REGULATION
AB: Regulation AB
promulgated under the Securities Act and the
Exchange Act, as the same may be amended from time to time; and all
references
to any rule, item, section or subsection of, or definition or term
contained in,
Regulation AB mean such rule, item, section, subsection, definition
or term, as
the case may be, or any successor thereto, in each case as the same
may be
amended from time to time.
Regulation
S: Regulation S promulgated under the Securities Act or any
successor provision thereto, in each case as the same may be
amended from time
to time; and all references to any rule, section or subsection of,
or definition
or term contained in, Regulation S means such rule, section,
subsection,
definition or term, as the case may be, or any successor thereto,
in each case
as the same may be amended from time to time.
Regulation
S Book-Entry Certificates: Certificates sold in offshore
transactions in reliance on Regulation S in the form of one or more
permanent
global Certificates in definitive, fully registered form without
interest
coupons, which shall be deposited on behalf of the subscribers for
such
Certificates represented thereby with the Securities Administrator,
as custodian
for DTC and registered in the name of a nominee of DTC.
Relief
Act: The Servicemembers Civil Relief Act or any similar state
or
local law.
Relief Act
Shortfall: With respect to any Distribution Date and any
Mortgage Loan, any reduction in the amount of interest or principal
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. References herein to "the REMICs" or "a
REMIC" shall
mean either of (or, as the context requires, both of) the Lower
Tier REMIC and
the Upper Tier REMIC.
REMIC
Pass-Through Rate: The Class A-1 Available Funds Cap (in the case
of
a Class included in Certificate Group One), the Class A-2 Available
Funds Cap
(in the case of a Class included in Certificate Group Two) or the
Weighted
Average Available Funds Cap (in the case of the Class A-3 and the
Subordinate
Certificates).
REMIC
Provisions: Provisions of the federal income tax law relating
to
real estate mortgage investment conduits, which appear at sections
860A through
860G of Subchapter M of Chapter 1 of the
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<PAGE>
Code, and related provisions, and proposed, temporary and final
regulations and
published rulings, notices and announcements promulgated
thereunder, as the
foregoing may be in effect from time to time as well as provisions
of applicable
state laws.
REMIC
Regular Interests: (i) any of the rights under any of the
Certificates (other than the Class P Certificates, the Class R
Certificate and
the Class C Certificates) other than the rights in interest rate
cap contracts
described in Section 2.07 and (ii) the Uncertificated Class C
Interest.
Remittance
Report: As defined in Section 4.04(j) hereof.
REO
Property: A Mortgaged Property acquired by the Servicer, on behalf
of
the Trustee for the benefit of the Certificateholders, through
foreclosure or
deed-in-lieu of foreclosure in connection with a defaulted Mortgage
Loan.
Replacement Mortgage Loan: A Mortgage Loan substituted by the
Depositor
for a Deleted Mortgage Loan, which must, on the date of such
substitution, as
confirmed in a Request for Release, substantially in the form of
Exhibit I (1)
have a Stated Principal Balance, after deduction of the principal
portion of the
Scheduled Payment due in the month of substitution, not in excess
of, and not
less than 90% of the Stated Principal Balance of the Deleted
Mortgage Loan; (2)
with respect to any Fixed Rate Mortgage Loan, have a Mortgage Rate
not less than
or no more than 1% per annum higher than the Mortgage Rate of the
Deleted
Mortgage Loan and, with respect to any Adjustable Rate Mortgage
Loan: (A) have a
Maximum Mortgage Rate no more than 1% per annum higher or lower
than the Maximum
Mortgage Rate of the Deleted Mortgage Loan; (B) have a Minimum
Mortgage Rate no
more than 1% per annum higher or lower than the Minimum Mortgage
Rate of the
Deleted Mortgage Loan; (C) have the same index and Periodic Rate
Cap as that of
the Deleted Mortgage Loan and a Gross Margin not more than 1% per
annum higher
or lower than that of the Deleted Mortgage Loan; (D) not permit
conversion of
the related Mortgage Rate to a fixed Mortgage Rate and (F)
currently be accruing
interest at a rate not more than 1% per annum higher or lower than
that of the
Deleted Mortgage Loan; (3) have a similar or higher FICO score or
credit grade
than that of the Deleted Mortgage Loan; (4) have a Loan-to-Value
Ratio no higher
than that of the Deleted Mortgage Loan; (5) have a remaining term
to maturity no
greater than (and not more than one year less than) that of the
Deleted Mortgage
Loan; (6) provide for a Prepayment Charge on terms substantially
similar to
those of the Prepayment Charge, if any, of the Deleted Mortgage
Loan; (7) have
the same lien priority as the Deleted Mortgage Loan; (8) constitute
the same
occupancy type as the Deleted Mortgage Loan; and (9) comply with
each
representation and warranty set forth in Section 2.03 hereof.
Request
for Release: The Request for Release of Documents submitted by
the
Servicer to the Trustee (or its custodian), substantially in the
form of Exhibit
I hereto.
Required
Insurance Policy: With respect to any Mortgage Loan, any
insurance policy that is required to be maintained from time to
time under this
Agreement.
Required
Percentage: As of any Distribution Date following the Stepdown
Date, the quotient of (1) the excess of (A) the Stated Principal
Balances of the
Mortgage Loans as of such Distribution Date, over (B) the
Certificate Principal
Balance of the most senior Class of Certificates outstanding as of
such
Distribution Date, prior to giving effect to distributions to be
made on such
Distribution Date and (2) the Stated Principal Balance of the
Mortgage Loans as
of such Distribution Date.
Reserve
Interest Rate: With respect to any Interest Determination Date,
the rate per annum that the Securities Administrator determines to
be (1) the
arithmetic mean (rounded upwards if necessary to the nearest whole
multiple of
0.03125%) of the one-month United States dollar lending rates which
New
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<PAGE>
York City banks selected by the Securities Administrator are
quoting on the
relevant Interest Determination Date to the principal London
offices of leading
banks in the London interbank market or (2) in the event that the
Securities
Administrator can determine no such arithmetic mean, the lowest
one-month United
States dollar lending rate which New York City banks selected by
the Securities
Administrator are quoting on such Interest Determination Date to
leading
European banks.
Residual
Excess Interest Amount: With respect to any Distribution Date,
the excess of (x) 0.05% of the Monthly Excess Interest Amount for
such
Distribution Date and all prior Distribution Dates over (y) all
payments
previously made to the Class R Certificate in respect of the
Residual Excess
Interest Amount.
Residual
Interest: An interest in the Upper Tier REMIC that is entitled
to
all distributions of principal and interest on the Class R
Certificate other
than distributions in respect of the Class LTR Interest and
distributions on the
Class R Certificate in respect of Excess Interest.
Responsible Officer: When used with respect to the Securities
Administrator or the Servicer, any officer of the Securities
Administrator or
the Servicer with direct responsibility for the administration of
this Agreement
and any other officer to whom, with respect to a particular matter,
such matter
is referred because of such officer's knowledge of and familiarity
with the
particular subject. When used with respect to the Trustee, any
officer of the
Trustee with direct responsibility for the administration of this
Agreement and
also means any other officer to whom, with respect to a particular
matter, such
matter is referred because of such officer's knowledge of and
familiarity with
the particular subject.
Reuters
Screen LIBO Page: The display designated as page "LIBO" on the
Reuters Monitor Money Rates Service (or such other page as may
replace such LIBO
page on that service for the purpose of displaying London interbank
offered
rates of major banks.
S&P:
Standard & Poor's, a division of The McGraw-Hill Companies,
Inc., or
any successor in interest.
Sale
Agreement: The Mortgage Loan Sale and Assignment Agreement dated
as
of ___________ between the Depositor and the Seller.
Scheduled
Payment: The scheduled monthly payment on a Mortgage Loan due
on
any Due Date allocable to principal and/or interest on such
Mortgage Loan.
Section
302 Requirements: Any rules or regulations promulgated pursuant
to
the Sarbanes-Oxley Act of 2002 (as such may be amended from time to
time).
Securities
Act: The Securities Act of 1933, as amended.
Securities
Administrator: [SECURITIES ADMINISTRATOR], or any successor in
interest.
Securities
Administrator Fee: A fee paid monthly to the Securities
Administrator from interest collected with respect to each Mortgage
Loan equal
to the product of (a) one-twelfth of the Securities Administrator
Fee Rate and
(b) the Stated Principal Balance of such Mortgage Loan. The
Securities
Administrator is also entitled to a portion of investment income
earned on
amounts on deposit in the Certificate Account as set forth in
Section 3.05(g)
hereof.
Securities
Administrator Fee Rate: ____% for each Mortgage Loan.
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<PAGE>
Seller:
[Merrill Lynch Mortgage Lending, Inc., a Delaware corporation],
or
its successor in interest.
Servicer:
[SERVICER], or its successor in interest.
Servicer
Advance Date: As to any Distribution Date, the related Servicer
Remittance Date.
Servicer
Remittance Date: With respect to any Distribution Date, the
10th
day (or if such day is not a Business Day, the next succeeding
Business Day) of
the month in which the related Distribution Date occurs.
Servicer
Trigger Event: As defined in Section 7.02 hereof.
Servicer's
Assignee: As defined in Section 10.14(a).
Servicing
Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in the performance of the
Servicer's
servicing obligations hereunder, including, but not limited to, the
cost of (1)
the preservation, inspection, restoration and protection of a
Mortgaged Property
(or Underlying Mortgaged Property, in the case of a Co-op Loan),
including
without limitation advances in respect of real estate taxes and
assessments, (2)
any collection, enforcement or judicial proceedings, including
without
limitation foreclosures, collections and liquidations, (3) the
conservation,
management, sale and liquidation of any REO Property, (4) executing
and
recording instruments of satisfaction, deeds of reconveyance or
Assignments of
Mortgage to the extent not otherwise recovered from the related
Mortgages or
payable under this Agreement, (5) correcting errors of prior
servicers; costs
and expenses charged to the Servicer by the Trustee or Securities
Administrator;
tax tracking; title research; flood certifications; lender paid
mortgage
insurance, (6) obtaining or correcting any legal documentation
required to be
included in the Mortgage Files and reasonably necessary for the
Servicer to
perform its obligations under this Agreement and (7) compliance
with the
obligations under Sections 3.01 and 3.10; provided that such
amounts are
required to be advanced only to the extent such advances
constitute
"unanticipated expenses" within the meaning of Treasury Regulation
Section
1.860G-1(b)(3)(ii).
Servicing
Fee: As to each Mortgage Loan and any Distribution Date, an
amount equal to the product of (x) one-twelfth of the Servicing Fee
Rate and (y)
the Stated Principal Balance of such Mortgage Loan as of the
preceding
Distribution Date or, in the event of any payment of interest that
accompanies a
Principal Prepayment in full made by the Mortgagor, interest at the
Servicing
Fee Rate on the Stated Principal Balance of such Mortgage Loan as
of the
preceding Distribution Date for the period covered by such payment
of interest.
Servicing
Fee Rate: ___% for each Mortgage Loan.
Servicing
Officer: Any officer of the Servicer involved in, or
responsible
for, the administration and servicing of the Mortgage Loans whose
name appears
on a list of servicing officers furnished to the Master Servicer,
the Securities
Administrator and the Trustee by the Servicer on the Closing Date
pursuant to
this Agreement, as such lists may from time to time be amended.
Servicing
Rights Pledgee: One or more lenders, selected by the Servicer,
to which the Servicer may pledge and assign all of its right, title
and interest
in, to and under this Agreement (other than rights with respect to
Advances and
Servicing Advances herein), including JPMorgan Chase Bank, N.A., as
the
representative of certain lenders.
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<PAGE>
Servicing
Transfer Costs: In the event that the Servicer does not
reimburse the Master Servicer under this Agreement, all costs
associated with
the transfer of servicing from the predecessor Servicer, including,
without
limitation, any costs or expenses associated with the termination
of the
predecessor servicer, the appointment of a successor servicer, the
complete
transfer of all servicing data and the manipulation, completion or
correction of
such servicing data as may be required by the Master Servicer or
any successor
servicer to correct any errors or insufficiencies in the servicing
data or
otherwise to enable the Master Servicer or successor servicer to
service the
Mortgage Loans properly and effectively.
SFAS 140:
Statement of Financial Accounting Standard No. 140, Accounting
for Transfers and Servicing of Financial Assets and Extinguishments
of
Liabilities dated September 2000, published by the Financial
Accounting
Standards Board of the Financial Accounting Foundation.
Startup
Day: As defined in Section 2.07 hereof.
Stated
Principal Balance: With respect to any Mortgage Loan or related
REO
Property (1) as of the Cut-off Date, the Cut-off Date Principal
Balance thereof,
and (2) as of any Distribution Date, such Cut-off Date Principal
Balance minus
the sum of (A) the principal portion of the Scheduled Payments (x)
due with
respect to such Mortgage Loan during each Due Period ending prior
to such
Distribution Date and (y) that were received by the Servicer as of
the close of
business on the Determination Date related to such Distribution
Date or with
respect to which Advances were made on the Servicer Advance Date
prior to such
Distribution Date and (B) all Principal Prepayments with respect to
such
Mortgage Loan received on or prior to the last day of the related
Prepayment
Period, and all Liquidation Proceeds to the extent applied by the
Servicer as
recoveries of principal in accordance with Section 3.12 with
respect to such
Mortgage Loan, that were received by the Servicer as of the close
of business on
the last day of the related Due Period. Notwithstanding the
foregoing, the
Stated Principal Balance of a Liquidated Loan shall be deemed to be
zero.
Stepdown
Date: The later to occur of (1) the Distribution Date in
November
2008 or (2) the first Distribution Date on which (A) the Class A
Certificate
Principal Balance (reduced by the Principal Funds with respect to
such
Distribution Date) is less than or equal to (B) 66.70% of the
Stated Principal
Balances of the Mortgage Loans as of such Distribution Date.
Stepdown
Required Loss Percentage: For any Distribution Date, the
applicable percentage for such Distribution Date set forth in the
following
table:
<TABLE>
<CAPTION>
DISTRIBUTION DATE OCCURRING IN STEPDOWN REQUIRED LOSS
PERCENTAGE
------------------------------
------------------------------------
<S>
<C>
______________________________ ___% with respect to __________,
plus
an additional 1/12th of ___% for each
month thereafter
______________________________ ___% with respect to __________,
plus
an additional 1/12th of ___% for each
month thereafter
______________________________ ___% with respect to _________,
plus
an additional 1/12th of ___% for each
month thereafter
_________ and thereafter
___%
</TABLE>
Stepdown
Trigger Event: With respect to the Certificates on or after the
Stepdown Date, a Distribution Date on which (1) the quotient of (A)
the
aggregate Stated Principal Balance of all Mortgage
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<PAGE>
Loans which are 60 or more days Delinquent measured on a rolling
three month
basis (including, for the purposes of this calculation, Mortgage
Loans in
foreclosure and REO Properties and Mortgage Loans with respect to
which the
applicable Mortgagor is in bankruptcy) and (B) the Stated Principal
Balance of
the Mortgage Loans as of the preceding Servicer Remittance Date,
equals or
exceeds the product of (i) _____% and (ii) the Required Percentage
or (2) the
quotient (expressed as a percentage) of (A) the aggregate Realized
Losses
incurred from the Cut-off Date through the last day of the calendar
month
preceding such Distribution Date and (B) the aggregate principal
balance of the
Mortgage Loans as of the Cut-off Date exceeds the Stepdown Required
Loss
Percentage.
Subordinate Certificates: Each Class of the Class M and Class B
Certificates.
Subsequent
Recovery: Any amount received on a Mortgage Loan (net of
amounts reimbursed to the Servicer related to such Mortgage Loan)
subsequent to
such Mortgage Loan being determined to be a Liquidated Mortgage
Loan.
Subservicing Agreement: As defined in Section 3.02(a).
Substitution Adjustment Amount: The meaning ascribed to such term
pursuant
to Section 2.03(c).
Tax
Matters Person: The Person designated as "tax matters person" in
the
manner provided under Treasury regulation Section 1.860F-4(d) and
Treasury
regulation Section 301.6231(a)(7)-1.
Transfer:
Any direct or indirect transfer or sale of any Ownership
Interest in a Certificate.
Transfer
Agreement: The Master Mortgage Loan Purchase and Interim
Servicing Agreement dated as of ___________, between Merrill Lynch
Mortgage
Lending, Inc., as purchaser and
[TRANSFEROR], as seller and interim servicer, as supplemented by
the Bring
Down Letter.
Transferor: [TRANSFEROR].
Transferor
Affirmation Notice: A notice from Fitch to the Depositor or the
Seller that the ratings of the Certificates will not be negatively
impacted by
the removal of the Seller's obligation to honor the Transferor's
representations
and warranties, a copy of which notice shall be provided by either
the Seller or
the Depositor to the Securities Administrator and the Trustee.
Trust
Fund: The corpus of the trust (the "[TRUST NAME], Series
[_____]")
created hereunder consisting of (i) the Mortgage Loans and all
interest and
principal received on or with respect thereto on and after the
Cut-off Date to
the extent not applied in computing the Cut-off Date Principal
Balance thereof,
exclusive of interest not required to be deposited in the
Collection Account;
(ii) the Collection Account, the Certificate Account and all
amounts deposited
therein pursuant to the applicable provisions of this Agreement;
(iii) property
that secured a Mortgage Loan and has been acquired by foreclosure,
deed in lieu
of foreclosure or otherwise; (iv) the mortgagee's rights under the
Insurance
Policies with respect to the Mortgage Loans; (v) all proceeds of
the conversion,
voluntary or involuntary, of any of the foregoing into cash or
other liquid
property; and (vi) the Cap Contracts and Cap Contract Account.
Trustee:
[TRUSTEE], not in its individual capacity, but solely in its
capacity as trustee for the benefit of the Certificateholders under
this
Agreement, and any successor thereto, and any corporation or
national banking
association resulting from or surviving any consolidation or merger
to which it
or its successors may be a party and any successor trustee as may
from time to
time be serving as successor trustee hereunder.
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<PAGE>
Uncertificated Class C Interest: An uncertificated interest having
(i) the
same rights to payments as the Class C Certificates, other than the
rights to
payments of amounts with respect to the Cap Contracts, and (ii) the
rights to
the payments treated as distributed to the Class C Certificates
under Section
2.07(d), provided, however, that such interest shall have no
obligation to make
any payments treated as paid by the Class C Certificates pursuant
to interest
rate cap agreements under Section 2.07(d).
Underlying
Mortgaged Property: With respect to each Co-op Loan, the
underlying real property owned by the related residential
cooperative housing
corporation.
Unpaid
Realized Loss Amount: The Class M-1 Unpaid Realized Loss
Amount,
Class M-2 Unpaid Realized Loss Amount, Class M-3 Unpaid Realized
Loss Amount,
Class M-4 Unpaid Realized Loss Amount, Class M-5 Unpaid Realized
Loss Amount,
Class M-6 Unpaid Realized Loss Amount, Class B-1 Unpaid Realized
Loss Amount,
Class B-2 Unpaid Realized Loss Amount, Class B-3 Unpaid Realized
Loss Amount,
Class B-4 Unpaid Realized Loss Amount and Class C Unpaid Realized
Loss Amount,
collectively.
Upper
Collar: Any of the Class A-1 Upper Collar, the Class A-2 Upper
Collar, the Class A-3/Class M Upper Collar or the Class B Upper
Collar.
Upper Tier
REMIC: As described in the Preliminary Statement and Section
2.07.
Voting
Rights: The portion of the voting rights of all the
Certificates
that is allocated to any of the Certificates for purposes of the
voting
provisions hereunder. Voting Rights allocated to each Class of
Certificates
shall be allocated as follows: (1) 98% to the Class A, Class M and
Class B
Certificates, with the allocation among such Certificates to be in
proportion to
the Certificate Principal Balance of each Class relative to the
Certificate
Principal Balance of all other Classes and (2) each Class of the
Class C and
Class P will be allocated 1% of the Voting Rights. Voting Rights
will be
allocated among the Certificates of each such Class in accordance
with their
respective Percentage Interests.
Weighted
Average Available Funds Cap: With respect to a Distribution
Date,
the per annum rate equal to the weighted average (weighted in
proportion to the
results of subtracting the current Certificate Principal Balance of
the Class
A-1 and Class R Certificates, in the case of Group One, or the
Class A-2
Certificates, in the case of Group Two, from the aggregate Stated
Principal
Balance of the Mortgage Loans in each Mortgage Group as of the
immediately
preceding Distribution Date (or, in the case of the first
Distribution Date, as
of the Cut-off Date)) of the Class A-1 Available Funds Cap and the
Class A-2
Available Funds Cap.
Weighted
Average Maximum Rate Cap: With respect to a Distribution Date,
the per annum rate equal to the weighted average (weighted in
proportion to the
results of subtracting from the aggregate Stated Principal Balance
of the
Mortgage Loans in each Mortgage Group as of the immediately
preceding
Distribution Date (or, in the case of the first Distribution Date,
as of the
Cut-off Date) the current Certificate Principal Balance of the
Class A-1 and
Class R Certificates, in the case of Group One, or the Class A-2
Certificates,
in the case of Group Two) of the Class A-1 Maximum Rate Cap and the
Class A-2
Maximum Rate Cap.
ARTICLE II
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CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
Section
2.01. Conveyance of Mortgage Loans.
The
Depositor, concurrently with the execution and delivery hereof,
does
hereby sell, transfer, assign, set over and convey to the Trustee
without
recourse all the right, title and interest of the Depositor in and
to the assets
of the Trust Fund. Such assignment includes all interest and
principal received
on or with respect to the Mortgage Loans, on or after the Cut-off
Date (other
than Scheduled Payments due on the Mortgage Loans on or before the
Cut-off
Date).
It is
agreed and understood by the Depositor, the Master Servicer,
the
Servicer, the Securities Administrator and the Trustee that it is
not intended
that any Mortgage Loan be included in the Trust that is, without
limitation, a
"High-Cost Home Loan" as defined by the Home Ownership and Equity
Protection Act
of 1994 or any other applicable anti-predatory lending laws,
including but not
limited to (i) a "High-Cost Home Loan" as defined in the New Jersey
Home
Ownership Act effective November 27, 2003; (ii) a "High-Cost Home
Loan" as
defined in the New Mexico Home Loan Protection Act effective
January 1, 2004; or
(iii) a "High-Cost Home Loan" as defined in the Massachusetts
Predatory Home
Loan Practices Act effective November 7, 2004; (iv) a "High-Cost
Home Loan" as
defined by the Indiana High Cost Home Loan Law effective January 1,
2005 or (v)
a "High-Cost Home Loan" as defined by the Illinois High-Risk Home
Loan Act
effective January 1, 2004.
(i) In
connection with such assignment, the Depositor does hereby
deliver
to, and deposit with, the Trustee or its Custodian, the following
documents or
instruments with respect to each Mortgage Loan so assigned that is
not a Co-op
Loan:
(A) The original Mortgage Note endorsed in blank or, "Pay to
the
order of
[TRUSTEE], as trustee, without recourse" together with all
riders
thereto.
The Mortgage Note shall include all intervening endorsements
showing a
complete chain of the title from the originator to
[____________________];
(B) Except as provided below and for each Mortgage Loan that is
not
a MERS
Loan, the original recorded Mortgage with all riders thereto,
with
evidence
of recording thereon, or, if the original Mortgage has not yet
been
returned from the recording office, a copy of the original
Mortgage
certified
by the Transferor to be true copy of the original of the
Mortgage
that has been delivered for recording in the appropriate
recording
office of the jurisdiction in which the Mortgaged Property is
located
and in the case of each MERS Loan, the original Mortgage,
noting
the
presence of the MIN of the Loan and either language indicating
that
the
Mortgage Loan is a MOM Loan or if the Mortgage Loan was not a MOM
Loan
at
origination, the original Mortgage and the assignment thereof to
MERS,
with
evidence of recording indicated thereon, or a copy of the
Mortgage
certified
by the public recording office in which such Mortgage has been
recorded;
(C) In the case of each Mortgage Loan that is not a MERS Loan,
the
original
Assignment of each Mortgage endorsed either in blank or, to
"[TRUSTEE], as trustee;"
(D) The original policy of title insurance (or a preliminary
title
report,
commitment or binder if the original title insurance policy has
not been
received from the title insurance company);
(E) Originals of any intervening assignments of the Mortgage,
with
evidence
of recording thereon or, if the original intervening assignment
has not
yet been returned from the
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<PAGE>
recording
office, a copy of such assignment certified to be a true copy
of
the
original of the assignment which has been sent for recording in
the
appropriate jurisdiction in which the Mortgaged Property is
located; and
(F) Originals of all assumption and modification agreements, if
any.
(ii) In
connection with such assignment, the Depositor does hereby
deliver
to, and deposit with, the Trustee the following documents or
instruments with
respect to each Mortgage Loan so assigned that is a Co-op Loan:
(A) (i) The original Mortgage Note (or a lost note affidavit
(including a
copy of the original Mortgage Note)) or (ii) original
consolidation, extension and modification agreement (or a lost
note
affidavit
(including a copy of the original consolidation, extension and
modification agreement)), in either case endorsed either in blank
or, "Pay
to the
order of [TRUSTEE] as trustee, without recourse;"
(B) The original Mortgage entered into by the Mortgagor with
respect
to such
Co-Op Loan;
(C) The original Assignment of Mortgage endorsed either in blank
or
to
"[TRUSTEE], as trustee;"
(D) Original assignments of Mortgage showing a complete chain
of
assignment
from the originator of the related Co-Op Loan to the last
endorsee
on the Mortgage Note;
(E) Original Form UCC-1 and any continuation statements with
evidence
of filing thereon entered into by the Mortgagor with respect to
such Co-Op
Loan (or a recorded copy thereof);
(F) Form UCC-3 (or copy thereof) by the Transferor or its agent
assigning
the security interest covered by such Form UCC-1 to "[TRUSTEE],
as
trustee," together with all Forms UCC-3 (or copies thereof) showing
a
complete
chain of assignment from the originator of the related Co-op
Loan
to the
Transferor, with evidence of recording thereon;
(G) Original stock certificate representing the stock allocated
to
the
related dwelling unit in the related residential cooperative
housing
corporation and pledged by the related Mortgagor to the originator
of such
Co-op Loan
with a stock power in blank attached;
(H) Original proprietary lease;
(I) Original assignment of proprietary lease or a copy thereof,
to
the
Trustee or in blank, and all intervening assignments thereof;
(J) Original recognition agreement or a copy thereof of the
interests
of the mortgagee with respect to the Co-op Loan by the
residential cooperative housing corporation, the stock of which
was
pledged by
the related Mortgagor to the originator of such Co-op Loan; and
(K) Originals of any assumption, consolidation or modification
agreements
relating to any of the items specified in (A) through (F) above
with
respect to such Co-op Loan.
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If in
connection with any Mortgage Loan that is not a Co-op Loan, the
Depositor cannot deliver the Mortgage, Assignments of Mortgage or
assumption,
consolidation or modification, as the case may be, with evidence of
recording
thereon, if applicable, concurrently with the execution and
delivery of this
Agreement solely because of a delay caused by the public recording
office where
such Mortgage, Assignments of Mortgage or assumption, consolidation
or
modification, as the case may be, has been delivered for
recordation, the
Depositor shall deliver or cause to be delivered to the Trustee
written notice
stating that such Mortgage or assumption, consolidation or
modification, as the
case may be, has been delivered to the appropriate public recording
office for
recordation. Thereafter, the Depositor shall deliver or cause to be
delivered to
the Trustee such Mortgage, Assignments of Mortgage or assumption,
consolidation
or modification, as the case may be, with evidence of recording
indicated
thereon, if applicable, upon receipt thereof from the public
recording office.
To the extent any required endorsement is not contained on a
Mortgage Note or an
Assignment of Mortgage, the Depositor shall make or cause such
endorsement to be
made.
With
respect to any Mortgage Loan that is not a Co-op Loan, none of
the
Depositor, the Master Servicer, the Servicer, the Securities
Administrator or
the Trustee shall be obligated to cause to be recorded the
Assignment of
Mortgage referred to in this Section 2.01. With respect to any
Co-op Loan, none
of the Depositor, the Servicer or the Trustee shall be obligated to
cause to be
filed the Form UCC-3 referred to in this Section 2.01. In the event
that any
Assignment of Mortgage referred to in this Section 2.01 is not
recorded or is
improperly recorded, the Servicer and the Trustee shall have no
liability for
any failure to receive or act on notices related to such Assignment
of Mortgage.
The
ownership of each Mortgage Note, the Mortgage and the contents of
the
related Mortgage File is vested in the Trustee on behalf of the
Certificateholders. None of the Depositor, the Master Servicer, the
Servicer or
the Securities Administrator shall take any action inconsistent
with such
ownership and shall not claim any ownership interest therein. The
Depositor, the
Master Servicer, the Servicer and Securities Administrator shall
respond to any
third party inquiries with respect to ownership of the Mortgage
Loans by stating
that such ownership is held by the Trustee on behalf of the
Certificateholders.
Mortgage documents relating to the Mortgage Loans not delivered to
the Trustee
are and shall be held in trust by the Servicer, for the benefit of
the Trustee
as the owner thereof, and the Servicer's possession of the contents
of each
Mortgage File so retained is for the sole purpose of servicing the
related
Mortgage Loan, and such retention and possession by the Servicer is
in a
custodial capacity only. The Depositor agrees to take no action
inconsistent
with the Trustee's ownership of the Mortgage Loans, to promptly
indicate to all
inquiring parties that the Mortgage Loans have been sold and to
claim no
ownership interest in the Mortgage Loans.
It is the
intention of this Agreement that the conveyance of the
Depositor's right, title and interest in and to the Trust Fund
pursuant to this
Agreement shall constitute a purchase and sale and not a loan. If a
conveyance
of Mortgage Loans from the Seller to the Depositor is characterized
as a pledge
and not a sale, then the Depositor shall be deemed to have
transferred to the
Trustee all of the Depositor's right, title and interest in, to and
under the
obligations of the Seller deemed to be secured by said pledge; and
it is the
intention of this Agreement that the Depositor shall also be deemed
to have
granted to the Trustee a first priority security interest in all of
the
Depositor's right, title, and interest in, to and under the
obligations of the
Seller to the Depositor deemed to be secured by said pledge and
that the Trustee
shall be deemed to be an independent custodian for purposes of
perfection of the
security interest granted to the Depositor. If the conveyance of
the Mortgage
Loans from the Depositor to the Trustee is characterized as a
pledge, it is the
intention of this Agreement that this Agreement shall constitute a
security
agreement under applicable law, and that the Depositor shall be
deemed to have
granted to the Trustee a first priority security interest in all of
the
Depositor's right, title and interest in, to and under the Mortgage
Loans, all
payments of principal of or interest on such Mortgage Loans, all
other rights
relating to and payments made in respect of the Trust Fund, and all
proceeds of
any thereof. If the trust created by this Agreement terminates
prior
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to the satisfaction of the claims of any Person in any
Certificates, the
security interest created hereby shall continue in full force and
effect and the
Trustee shall be deemed to be the collateral agent for the benefit
of such
Person.
In
addition to the conveyance made in the first paragraph of this
Section
2.01, the Depositor does hereby convey, assign and set over to the
Trustee for
the benefit of the Certificateholders its rights and interests
under the Sale
Agreement, including the Depositor's right, title and interest in
the
representations and warranties contained in the Sale Agreement, the
rights in
the Transfer Agreement described therein and the benefit of the
repurchase
obligations and the obligation of the Seller contained in the Sale
Agreement to
take, at the request of the Depositor or the Trustee, all action on
its part
which is reasonably necessary to ensure the enforceability of a
Mortgage Loan.
The Trustee hereby accepts such assignment, and shall be entitled
to exercise
all rights of the Depositor under the Sale Agreement as if, for
such purpose, it
were the Depositor. The foregoing sale, transfer, assignment,
set-over, deposit
and conveyance does not and is not intended to result in creation
or assumption
by the Trustee of any obligation of the Depositor, the Seller, or
any other
Person in connection with the Mortgage Loans or any other agreement
or
instrument relating thereto except as specifically set forth
herein.
Section
2.02. Acceptance by the Trustee of the Mortgage Loans.
Except as
set forth in the Exception Report delivered contemporaneously
herewith (the "Exception Report"), the Trustee acknowledges receipt
of the
Mortgage Note for each Mortgage Loan and delivery of a Mortgage
File (but does
not acknowledge receipt of all documents required to be included in
such
Mortgage File) with respect to each Mortgage Loan and declares that
it holds and
will hold such documents and any other documents constituting a
part of the
Mortgage Files delivered to it in trust for the use and benefit of
all present
and future Certificateholders. The Depositor will cause the Seller
to repurchase
any Mortgage Loan to which a material exception was taken in the
Exception
Report unless such exception is cured to the satisfaction of the
Trustee within
45 Business Days of the Closing Date.
The
Trustee acknowledges receipt of the four Cap Contracts (forms of
which
are attached hereto as Exhibits N-1, N-2, N-3 and N-4), the
Transfer Agreement,
the Bring Down Letter and the Sale Agreement.
The
Trustee agrees, for the benefit of Certificateholders and the
NIMs
Insurer, to review or cause its Custodian to review each Mortgage
File delivered
to it within 60 days after the Closing Date to ascertain and to
certify, within
70 days of the Closing Date, to the NIMs Insurer, the Depositor,
the Master
Servicer and the Servicer that all documents required by Section
2.01 have been
executed and received, and that such documents relate to the
Mortgage Loans
identified in Exhibit B that have been conveyed to it. If the
Trustee finds any
document or documents constituting a part of a Mortgage File to be
missing or
defective (that is, mutilated, damaged, defaced or unexecuted) in
any material
respect, the Trustee shall promptly (and in any event within no
more than five
Business Days) after such finding so notify the NIMs Insurer, the
Servicer, the
Master Servicer, the Seller and the Depositor. In addition, the
Trustee shall
also notify the NIMs Insurer, the Master Servicer, the Servicer,
the Seller and
the Depositor if the original Mortgage with evidence of recording
thereon with
respect to a Mortgage Loan is not received within 70 days of the
Closing Date;
if it has not been received because of a delay caused by the public
recording
office where such Mortgage has been delivered for recordation, the
Depositor
shall deliver or cause to be delivered to the Trustee written
notice stating
that such Mortgage has been delivered to the appropriate public
recording office
for recordation and thereafter the Depositor shall deliver or cause
to be
delivered such Mortgage with evidence of recording thereon upon
receipt thereof
from the public recording office. The Trustee shall request that
the Seller
correct or cure such omission, defect or other irregularity, or
substitute a
Mortgage Loan pursuant to the provisions of Section 2.03,
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within 90 days from the date the Seller was notified of such
omission or defect
and, if the Seller does not correct or cure such omission or defect
within such
period, that the Seller purchase such Mortgage Loan from the Trust
Fund within
90 days from the date the Trustee notified the Seller of such
omission, defect
or other irregularity at the Purchase Price of such Mortgage Loan.
The Purchase
Price for any Mortgage Loan purchased pursuant to this Section 2.02
shall be
paid to the Servicer and deposited by the Servicer in the
Certificate Account or
Collection Account, as appropriate, promptly upon receipt, and,
upon receipt by
the Trustee of written notification of such deposit signed by a
Servicing
Officer, the Trustee, upon receipt of a Request for Release, shall
promptly
release to the Seller the related Mortgage File and the Trustee
shall execute
and deliver such instruments of transfer or assignment, without
recourse, as
shall be requested by the Seller and necessary to vest in the
Seller or its
designee, as the case may be, any Mortgage Loan released pursuant
hereto, and
the Trustee shall have no further responsibility with regard to
such Mortgage
Loan. It is understood and agreed that the obligation of the Seller
to purchase,
cure or substitute any Mortgage Loan as to which a material defect
in or
omission of a constituent document exists shall constitute the sole
remedy
respecting such defect or omission available to the Trustee on
behalf of
Certificateholders and the NIMs Insurer. The preceding sentence
shall not,
however, limit any remedies available to the Certificateholders,
the NIMs
Insurer, the Depositor or the Trustee pursuant to the Sale
Agreement, the
Transfer Agreement and the Bring Down Letter. The Trustee shall be
under no duty
or obligation to inspect, review and examine such documents,
instruments,
certificates or other papers to determine that they are genuine,
enforceable,
recordable or appropriate to the represented purpose, or that they
have actually
been recorded, or that they are other than what they purport to be
on their
face. The Servicer, the Master Servicer, the Securities
Administrator and the
Trustee shall keep confidential the name of each Mortgagor except
as required by
this Agreement and the Servicer, the Master Servicer, the
Securities
Administrator and the Trustee shall not solicit any such Mortgagor
for the
purpose of refinancing the related Mortgage Loan; notwithstanding
anything
herein to the contrary, the foregoing shall not be construed to
prohibit (i)
disclosure of any and all information that is or becomes publicly
known, or
information obtained by the Trustee, the Servicer, the Master
Servicer or the
Securities Administrator from sources other than the other parties
hereto, (ii)
disclosure of any and all information (A) if required by any
applicable law,
rule or regulation, (B) to any government agency or regulatory body
having or
claiming authority to regulate or oversee any aspects of the
Trustee's business
or that of its affiliates, (C) pursuant to any subpoena, civil
investigation
demand or similar demand or request of any court, regulatory
authority,
arbitrator or arbitration to which Trustee or any affiliate or an
officer,
director, employer or shareholder thereof is a party or (D) to any
affiliate,
independent or internal auditor, agent, employee or attorney of the
Trustee, the
Servicer, the Master Servicer or the Securities Administrator
having a need to
know the same, provided that the Trustee, the Servicer, the Master
Servicer or
the Securities Administrator, as applicable, advises such recipient
of the
confidential nature of the information being disclosed, or (iii)
any other
disclosure authorized by the Depositor. It is understood and agreed
that all
rights and benefits relating to the solicitation of any Mortgagors
and the
attendant rights, title and interest in and to the list of
Mortgagors and data
relating to their Mortgages shall be retained by the Servicer.
Within 70
days of the Closing Date, the Trustee (or its custodian) shall
deliver to the NIMs Insurer, the Depositor, the Master Servicer and
the Servicer
the Trustee's Certification, substantially in the form of Exhibit D
attached
hereto, evidencing the completeness of the Mortgage Files, with any
exceptions
noted thereto.
Section
2.03. Representations, Warranties and Covenants of the
Depositor.
(a) The Depositor hereby represents and warrants to the
Servicer,
the Master Servicer, the Securities Administrator, the NIMs Insurer
and the
Trustee as follows, as of the date hereof:
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(i) The Depositor is duly organized and is validly existing as
a
corporation in good standing under the laws of the State of
Delaware and
has full
power and authority (corporate and other) necessary to own or
hold its
properties and to conduct its business as now conducted by it
and
to enter
into and perform its obligations under this Agreement and the
Sale
Agreement.
(ii) The Depositor has the full corporate power and authority
to
execute,
deliver and perform, and to enter into and consummate the
transactions contemplated by, this Agreement and the Sale Agreement
and
has duly
authorized, by all necessary corporate action on its part, the
execution,
delivery and performance of this Agreement and the Sale
Agreement;
and this Agreement and the Sale Agreement, assuming the due
authorization, execution and delivery hereof by the other parties
hereto,
constitutes a legal, valid and binding obligation of the
Depositor,
enforceable against the Depositor in accordance with its terms,
subject,
as to
enforceability, to (i) bankruptcy, insolvency, reorganization,
moratorium
and other similar laws affecting creditors' rights generally
and (ii)
general principles of equity, regardless of whether enforcement
is sought
in a proceeding in equity or at law.
(iii) The execution and delivery of this Agreement and the Sale
Agreement
by the Depositor, the consummation of the transactions
contemplated by this Agreement and the Sale Agreement, and the
fulfillment
of or
compliance with the terms hereof are in the ordinary course of
business
of the Depositor and will not (A) result in a material breach
of
any term
or provision of the charter or by-laws of the Depositor or (B)
materially
conflict with, result in a violation or acceleration of, or
result in
a material default under, the terms of any other material
agreement
or instrument to which the Depositor is a party or by which it
may be
bound or (C) constitute a material violation of any statute,
order
or
regulation applicable to the Depositor of any court, regulatory
body,
administrative
agency or governmental body having jurisdiction over the
Depositor;
and the Depositor is not in breach or violation of any material
indenture
or other material agreement or instrument, or in violation of
any
statute, order or regulation of any court, regulatory body,
administrative agency or governmental body having jurisdiction over
it
which
breach or violation may materially impair the Depositor's ability
to
perform or
meet any of its obligations under this Agreement.
(iv) No litigation is pending, or, to the best of the
Depositor's
knowledge,
threatened, against the Depositor that would materially and
adversely
affect the execution, delivery or enforceability of this
Agreement
and the Sale Agreement or the ability of the Depositor to
perform
its obligations under this Agreement and the Sale Agreement in
accordance
with the terms hereof.
(v) No consent, approval, authorization or order of any court
or
governmental agency or body is required for the execution, delivery
and
performance by the Depositor of, or compliance by the Depositor
with, this
Agreement
and the Sale Agreement or the consummation of the transactions
contemplated hereby, or if any such consent, approval,
authorization or
order is
required, the Depositor has obtained the same. The Depositor
hereby
represents and warrants to the Trustee with respect to each
Mortgage
Loan as of the Closing Date and following the transfer of the
Mortgage
Loans to it by the Seller, the Depositor had good title to the
Mortgage
Loans and the Mortgage Notes were subject to no offsets,
claims,
liens,
mortgage, pledge, charge, security interest, defenses or
counterclaims.
(b) The representations and warranties of the Transferor with
respect to the Mortgage Loans contained in the Transfer Agreement
were made as
of the date of the Transfer Agreement and brought forward to the
Closing Date
pursuant to the Bring Down Letter. The representations and
warranties of the
Transferor with respect to the Mortgage Loans contained in the
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Bring Down Letter were made as of the Closing Date. The
representations and
warranties of the Seller with respect to the Mortgage Loans
contained in the
Sale Agreement were made as of the Closing Date.
To the
extent that any fact, condition or event with respect to a
Mortgage
Loan constitutes a breach of a representation or warranty of the
Transferor
under the Transfer Agreement (whether or not such fact, condition
or event would
also constitute a breach of a representation or warranty of the
Seller under the
Sale Agreement), the only rights or remedies of the Trustee, the
NIMs Insurer or
of any Certificateholder shall be first, the Trustee's right to
enforce the
obligations of the Transferor under such applicable representation
or warranty
made by it and, second, only if the Transferor is unable or
unwilling to fulfill
its obligations to cure or repurchase such Mortgage Loan, the
Trustee shall
exercise its right to enforce any rights it may have against the
Seller under
the Sale Agreement with respect to such representation or warranty;
provided,
that in the event the Trustee shall have received a copy of any
Transferor
Affirmation Notice, the Trustee shall only be entitled to enforce
any rights it
has against the Transferor under the Transfer Agreement and shall
not have any
rights against the Seller under the Sale Agreement with respect to
such
representation or warranty. To the extent that any fact, condition
or event with
respect to a Mortgage Loan constitutes a breach of a representation
or warranty
made by the Seller in the Sale Agreement that does not also
constitute a breach
of a representation or warranty of the Transferor under the
Transfer Agreement,
the Trustee shall enforce any rights it may have against the Seller
under the
Sale Agreement. In furtherance of the above, the Seller expressly
acknowledges
that prior to the issuance of a Transferor Affirmation Notice, it
shall be
obligated and liable to the Trustee, the NIMs Insurer and the
Certificateholders
for any breach of a representation or warranty made under the
Transfer
Agreement, but only after the Transferor evidences that it is
unwilling or
unable to fulfill its contractual obligations under the Transfer
Agreement. The
Trustee acknowledges that the Depositor shall have no obligation or
liability
with respect to any breach of any representation or warranty with
respect to the
Mortgage Loans (except as set forth in Section 2.03(a)(v)) under
any
circumstances.
In
addition to the representations and warranties of the Transferor in
the
Transfer Agreement that were brought forward to the Closing Date
pursuant to the
Bring Down Letter, with respect to each Mortgage Loan, the
Transferor made
certain additional covenants regarding such Mortgage Loan, as set
forth in the
Transfer Agreement. With respect to any breach of such additional
covenants that
materially and adversely affects the interests of the
Certificateholders in such
Mortgage Loan, the Seller shall (1) use reasonable efforts to
enforce such
covenant against the Transferor and (2) if the Seller successfully
enforces any
obligation of the Transferor to repurchase such Mortgage Loan, the
Seller shall
repurchase such Mortgage Loan in accordance with this Section 2.03.
If the
Seller does not successfully enforce the obligation, if any, of the
Transferor
to repurchase a Mortgage Loan with respect to any breach of any
such additional
covenants, the Seller shall have no obligation or right to
repurchase or cure
such Mortgage Loan.
(c) Upon discovery by any of the Depositor, the Master Servicer,
the
Securities Administrator, the Servicer, the NIMs Insurer or the
Trustee of a
breach of any of such representations and warranties that adversely
and
materially affects the value of the related Mortgage Loan,
Prepayment Charges or
the interests of the Certificateholders, the party discovering such
breach shall
give prompt written notice to the other parties. Within 90 days of
the discovery
of such breach of any representation or warranty, the Transferor or
the Seller,
as applicable, shall either (a) cure such breach in all material
respects, (b)
repurchase such Mortgage Loan or any property acquired in respect
thereof from
the Trustee at the Purchase Price or (c) within the two year period
following
the Closing Date, substitute a Replacement Mortgage Loan for the
affected
Mortgage Loan. In the event of discovery of a breach of any
representation and
warranty of the Transferor or the Seller, the Trustee shall enforce
its rights
under the Transfer Agreement or the Sale Agreement for the benefit
of
Certificateholders and the NIMs Insurer. If a breach of the
representations and
warranties set forth in the Transfer Agreement exists solely due to
the
unenforceability of a Prepayment Charge, the Trustee shall notify
the NIMs
Insurer
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thereof and not seek to enforce the repurchase remedy provided for
herein unless
directed in writing to do so by the NIMs Insurer. In the event of a
breach of
the representations and warranties with respect to the Mortgage
Loans set forth
in the Transfer Agreement, the Trustee shall, at the request of the
NIMs
Insurer, enforce the right of the Trust Fund and the NIMs Insurer
to be
indemnified for such breach of representation and warranty. In the
event that
such breach relates solely to the unenforceability of a Prepayment
Charge,
amounts received in respect of such indemnity up to the amount of
such
Prepayment Charge shall be distributed pursuant to Section
4.04(b)(i). As
provided in the Sale Agreement, if the Transferor substitutes for a
Mortgage
Loan for which there is a breach of any representations and
warranties in the
Transfer Agreement which adversely and materially affects the value
of such
Mortgage Loan and such substitute mortgage loan is not a
Replacement Mortgage
Loan, under the terms of the Sale Agreement, the Seller will, in
exchange for
such substitute Mortgage Loan, (i) provide the applicable Purchase
Price for the
affected Mortgage Loan or (ii) within two years of the Closing
Date, substitute
such affected Mortgage Loan with a Replacement Mortgage Loan. Any
such
substitution shall not be effected prior to the additional delivery
to the
Trustee of a Request for Release substantially in the form of
Exhibit I and
shall not be effected unless it is within two years of the Startup
Day. As
provided in the Sale Agreement, the Seller indemnifies and holds
the Trust Fund,
the Trustee, the Depositor, the NIMs Insurer, the Master Servicer,
the
Securities Administrator, the Servicer and each Certificateholder
harmless
against any and all taxes, claims, losses, penalties, fines,
forfeitures,
reasonable legal fees and related costs, judgments, and any other
costs, fees
and expenses that the Trust Fund, the Trustee, the Depositor, the
NIMs Insurer,
the Master Servicer, the Securities Administrator, the Servicer and
any
Certificateholder may sustain in connection with any actions of the
Seller
relating to a repurchase of a Mortgage Loan other than in
compliance with the
terms of this Section 2.03 and the Sale Agreement, to the extent
that any such
action causes (i) any federal or state tax to be imposed on the
Trust Fund or
any REMIC provided for herein, including without limitation, any
federal tax
imposed on "prohibited transactions" under Section 860F(a)(1) of
the Code or on
"contributions after the startup day" under Section 860G(d)(1) of
the Code, or
(ii) any REMIC created hereunder to fail to qualify as a REMIC at
any time that
any Certificate is outstanding. In furtherance of the foregoing, if
the Seller
is not a member of MERS and repurchases a Mortgage Loan which is
registered on
the MERS System, the Seller, at its own expense and without any
right of
reimbursement, shall cause MERS to execute and deliver an
assignment of the
Mortgage in recordable form to transfer the Mortgage from MERS to
the Seller and
shall cause such Mortgage to be removed from registration on the
MERS System in
accordance with MERS' rules and regulations.
With
respect to any Mortgage Loan repurchased by the Depositor pursuant
to
this Agreement, by the Seller pursuant to the Sale Agreement or by
the
Transferor pursuant to the Transfer Agreement, the principal
portion of the
funds received by the Servicer in respect of such repurchase of a
Mortgage Loan
will be considered a Principal Prepayment and shall be deposited by
the Servicer
in the Collection Account pursuant to Section 3.05 and the Servicer
shall notify
the Securities Administrator of its receipt of the same. The
Trustee, upon
receipt of notice from the Servicer of its receipt of the full
amount of the
Purchase Price for a Deleted Mortgage Loan, or upon receipt of the
Mortgage File
for a Replacement Mortgage Loan substituted for a Deleted Mortgage
Loan, shall
release or cause to be released and reassign to the Depositor, the
Seller or the
Transferor, as applicable, the related Mortgage File for the
Deleted Mortgage
Loan and shall execute and deliver such instruments of transfer or
assignment,
in each case without recourse, representation or warranty, as shall
be necessary
to vest in such party or its designee or assignee title to any
Deleted Mortgage
Loan released pursuant hereto, free and clear of all security
interests, liens
and other encumbrances created by this Agreement, which instruments
shall be
prepared by the Trustee (or its custodian), and neither the Trustee
nor the
Securities Administrator shall not have any further responsibility
with respect
to the Mortgage File relating to such Deleted Mortgage Loan.
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With
respect to each Replacement Mortgage Loan to be delivered to
the
Trustee (or its custodian) pursuant to the terms of this Article II
in exchange
for a Deleted Mortgage Loan: (i) the Depositor, the Transferor or
the Seller, as
applicable, must deliver to the Trustee (or its custodian) the
Mortgage File for
the Replacement Mortgage Loan containing the documents set forth in
Section 2.01
along with a written certification certifying as to the delivery of
such
Mortgage File and containing the granting language set forth in
Section 2.01;
and (ii) the Depositor will be deemed to have made, with respect to
such
Replacement Mortgage Loan, each of the representations and
warranties made by it
with respect to the related Deleted Mortgage Loan. The Trustee (or
its
custodian) shall review the Mortgage File with respect to each
Replacement
Mortgage Loan and certify to the NIMs Insurer and the Depositor
that all
documents required by Section 2.01 have been executed and
received.
For any
month in which the Seller substitutes one or more Replacement
Mortgage Loans for one or more Deleted Mortgage Loans, the Seller
will determine
the amount (if any) by which the aggregate principal balance of all
such
Replacement Mortgage Loans as of the date of substitution and the
aggregate
Prepayment Charges with respect to such Replacement Mortgage Loans
is less than
the aggregate Stated Principal Balance (after application of the
principal
portion of the Scheduled Payment due in the month of substitution)
and aggregate
Prepayment Charges of all such Deleted Mortgage Loans. An amount
equal to the
aggregate of the deficiencies described in the preceding sentence
(such amount,
the "Substitution Adjustment Amount") plus an amount equal to any
unreimbursed
costs, penalties and/or damages incurred by the Trust Fund in
connection with
any violation relating to such Deleted Mortgage Loan of any
predatory or abusive
lending law shall be remitted by the Seller to the Servicer for
deposit into the
Collection Account on the Determination Date for the Distribution
Date relating
to the Prepayment Period during which the related Mortgage Loan
became required
to be purchased or replaced hereunder.
Notwithstanding any other provision of this Agreement, the right
to
substitute Mortgage Loans pursuant to this Article II shall be
subject to the
additional limitations that no substitution of a Replacement
Mortgage Loan for a
Deleted Mortgage Loan shall be made unless the Trustee, the NIMs
Insurer and the
Securities Administrator shall each have received an Opinion of
Counsel (at the
expense of the party seeking to make the substitution) that, under
current law,
such substitution will not (A) affect adversely the status of any
REMIC
established hereunder as a REMIC, or of the related "regular
interests" as
"regular interests" in any such REMIC, or (B) cause any such REMIC
to engage in
a "prohibited transaction" or prohibited contribution pursuant to
the REMIC
Provisions.
The
Trustee shall cause the Mortgage Loan Schedule to be amended in
accordance with the terms of this Agreement.
The Seller
shall give or cause to be given written notice to the
Certificateholders and the NIMs Insurer that such substitution has
taken place,
shall amend the Mortgage Loan Schedule to reflect the removal of
such Deleted
Mortgage Loan from the terms of this Agreement and the substitution
of the
Replacement Mortgage Loan or Replacement Mortgage Loans and shall
deliver a copy
of such amended Mortgage Loan Schedule to the NIMs Insurer, the
Servicer, the
Master Servicer and the Trustee. Upon such substitution by the
Seller, such
Replacement Mortgage Loan or Replacement Mortgage Loans shall
constitute part of
the Mortgage Pool and shall be subject in all respects to the terms
of this
Agreement and the Sale Agreement, including all applicable
representations and
warranties thereof included in the Sale Agreement as of the date
of
substitution.
(d) It is understood and agreed that the representations,
warranties
and indemnification (i) set forth in this Section 2.03, (ii) of the
Seller and
the Depositor set forth in the Sale Agreement and assigned to the
Trustee by the
Depositor hereunder and (iii) of the Transferor, assigned by the
Seller to the
Depositor pursuant to the Sale Agreement and assigned to the
Trustee by the
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Depositor hereunder shall each survive delivery of the Mortgage
Files and the
Assignment of Mortgage of each Mortgage Loan to the Trustee and
shall continue
throughout the term of this Agreement.
(e) The Depositor shall deliver a copy of the Mortgage Loan
Schedule
to the Servicer on the Closing Date.
Section
2.04. Representations and Warranties of the Master Servicer;
Representations and Warranties of the Servicer; Representations and
Warranties
of the Securities Administrator.
(a) The Master Servicer hereby represents and warrants to the
Depositor, the Servicer and the Trustee as follows, as of the date
hereof:
(i) The Master Servicer is duly organized and is validly
existing as a _________________ and is duly authorized and
qualified to transact
any and all business contemplated by this Agreement to be conducted
by the
Master Servicer.
(ii) The Master Servicer has the power and authority to master
service each Mortgage Loan, and to execute, deliver and perform,
and to enter
into and consummate, the transactions contemplated by this
Agreement and has
duly authorized by all necessary action on the part of the Master
Servicer the
execution, delivery and performance of this Agreement; and this
Agreement,
assuming the due authorization, execution and delivery hereof by
the other
parties hereto, constitutes a legal, valid and binding obligation
of the Master
Servicer, enforceable against the Master Servicer in accordance
with its terms,
except that (A) the enforceability hereof may be limited by
bankruptcy,
insolvency, moratorium, receivership and other similar laws
relating to
creditors' rights generally and (B) the remedy of specific
performance and
injunctive and other forms of equitable relief may be subject to
equitable
defenses and to the discretion of the court before which any
proceeding
hereunder may be brought.
(iii) The execution and delivery of this Agreement by the
Master Servicer, the master servicing of the Mortgage Loans under
this
Agreement, the consummation of any other of the transactions
contemplated by
this Agreement, and the fulfillment of or compliance with the terms
hereof are
in the ordinary course of business of the Master Servicer and will
not (A)
result in a material breach of any term or provision of the charter
or by-laws
of the Master Servicer or (B) materially conflict with, result in a
material
breach, violation or acceleration of, or result in a material
default under, the
terms of any other material agreement or instrument to which the
Master Servicer
is a party or by which it may be bound, or (C) constitute a
material violation
of any statute, order or regulation applicable to the Master
Servicer of any
court, regulatory body, administrative agency or governmental body
having
jurisdiction over the Master Servicer; and the Master Servicer is
not in breach
or violation of any material indenture or other material agreement
or
instrument, or in violation of any statute, order or regulation of
any court,
regulatory body, administrative agency or governmental body having
jurisdiction
over it which breach or violation may materially impair the Master
Servicer's
ability to perform or meet any of its obligations under this
Agreement.
(iv) The Master Servicer, or an affiliate thereof, is an
approved servicer of mortgage loans for Fannie Mae and for Freddie
Mac.
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened, against the Master Servicer that
would
materially and adversely affect the execution, delivery or
enforceability of
this Agreement or its performance of any of its other obligations
under this
Agreement in accordance with the terms hereof.
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(vi) No consent, approval, authorization or order of any court
or governmental agency or body is required for the execution,
delivery and
performance by the Master Servicer of, or compliance by the Master
Servicer
with, this Agreement or the consummation of the transactions
contemplated
hereby, or if any such consent, approval, authorization or order is
required,
the Master Servicer has obtained the same.
(b) The Servicer hereby represents and warrants to the
Depositor,
the Master Servicer, the Securities Administrator and the Trustee
as follows, as
of the date hereof:
(i) The Servicer is duly organized and is validly existing as
a ______________ in good standing under the laws of __________ and
is duly
authorized and qualified to transact any and all business
contemplated by this
Agreement to be conducted by the Servicer in any state in which a
Mortgaged
Property (or Underlying Mortgaged Property, in the case of a Co-op
Loan) is
located or is otherwise not required under applicable law to effect
such
qualification and, in any event, is in compliance with the doing
business laws
of any such state, to the extent necessary to ensure its ability to
enforce each
Mortgage Loan, to service the Mortgage Loans in accordance with the
terms of
this Agreement and to perform any of its other obligations under
this Agreement
in accordance with the terms hereof.
(ii) The Servicer has the corporate power and authority to
service each Mortgage Loan, and to execute, deliver and perform,
and to enter
into and consummate the transactions contemplated by this Agreement
and has duly
authorized by all necessary corporate action on the part of the
Servicer the
execution, delivery and performance of this Agreement; and this
Agreement,
assuming the due authorization, execution and delivery hereof by
the other
parties hereto, constitutes a legal, valid and binding obligation
of the
Servicer, enforceable against the Servicer in accordance with its
terms, except
that (a) the enforceability hereof may be limited by bankruptcy,
insolvency,
moratorium, receivership and other similar laws relating to
creditors' rights
generally and (b) the remedy of specific performance and injunctive
and other
forms of equitable relief may be subject to equitable defenses and
to the
discretion of the court before which any proceeding therefor may be
brought.
(iii) The execution and delivery of this Agreement by the
Servicer, the servicing of the Mortgage Loans under this Agreement,
the
consummation of any other of the transactions contemplated by this
Agreement,
and the fulfillment of or compliance with the terms hereof are in
the ordinary
course of business of the Servicer and will not (A) result in a
material breach
of any term or provision of the charter or by-laws of the Servicer
or (B)
materially conflict with, result in a material breach, violation or
acceleration
of, or result in a material default under, the terms of any other
material
agreement or instrument to which the Servicer is a party or by
which it may be
bound, or (C) constitute a material violation of any statute, order
or
regulation applicable to the Servicer of any court, regulatory
body,
administrative agency or governmental body having jurisdiction over
the
Servicer; and the Servicer is not in breach or violation of any
material
indenture or other material agreement or instrument, or in
violation of any
statute, order or regulation of any court, regulatory body,
administrative
agency or governmental body having jurisdiction over it which
breach or
violation may materially impair the Servicer's ability to perform
or meet any of
its obligations under this Agreement.
(iv) The Servicer is an approved servicer of mortgage loans
for Fannie Mae and is an approved servicer of mortgage loans for
Freddie Mac.
(v) No litigation is pending or, to the best of the Servicer's
knowledge, threatened, against the Servicer that would materially
and adversely
affect the execution, delivery or enforceability of this Agreement
or the
ability of the Servicer to service the Mortgage Loans or to perform
any of its
other obligations under this Agreement in accordance with the terms
hereof.
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(vi) No consent, approval, authorization or order of any court
or governmental agency or body is required for the execution,
delivery and
performance by the Servicer of, or compliance by the Servicer with,
this
Agreement or the consummation of the transactions contemplated
hereby, or if any
such consent, approval, authorization or order is required, the
Servicer has
obtained the same.
(vii) The Servicer has fully furnished and will fully furnish
(for the period it serviced the Mortgage Loans), in accordance with
the Fair
Credit Reporting Act and its implementing regulations, accurate and
complete
information (e.g., favorable and unfavorable) on its borrower
credit files to
Equifax, Experian and Trans Union Credit Information Company on a
monthly basis.
(viii) Notwithstanding any state or federal law to the
contrary, the Servicer shall not impose or collect a Prepayment
Charge in any
instance when the mortgage debt is accelerated as the result of the
Mortgagor's
default in making the Mortgage Loan payments.
(c) The Securities Administrator hereby represents and warrants
to
the Depositor, the Master Servicer, the Servicer and the Trustee as
of the date
hereof:
(i) The Securities Administrator is duly organized and is
validly existing as a ______________ and is duly authorized and
qualified to
transact any and all business contemplated by this Agreement to be
conducted by
the Securities Administrator.
(ii) The Securities Administrator has the full corporate power
and authority to execute, deliver and perform, and to enter into
and consummate,
the transactions contemplated by this Agreement and has duly
authorized by all
necessary corporate action on the part of the Securities
Administrator the
execution, delivery and performance of this Agreement; and this
Agreement,
assuming the due authorization, execution and delivery hereof by
the other
parties hereto, constitutes a legal, valid and binding obligation
of the
Securities Administrator, enforceable against the Securities
Administrator in
accordance with its terms, except that (a) the enforceability
hereof may be
limited by bankruptcy, insolvency, moratorium, receivership and
other similar
laws relating to creditors' rights generally and (b) the remedy of
specific
performance and injunctive and other forms of equitable relief may
be subject to
equitable defenses and to the discretion of the court before which
any
proceeding hereunder may be brought.
(iii) The execution and delivery of this Agreement by the
Securities Administrator, the consummation of any other of the
transactions
contemplated by this Agreement, and the fulfillment of or
compliance with the
terms hereof are in the ordinary course of business of the
Securities
Administrator and will not (A) result in a material breach of any
term or
provision of the charter or by-laws of the Securities Administrator
or (B)
materially conflict with, result in a material breach, violation or
acceleration
of, or result in a material default under, the terms of any other
material
agreement or instrument to which the Securities Administrator is a
party or by
which it may be bound, or (C) constitute a material violation of
any statute,
order or regulation applicable to the Securities Administrator of
any court,
regulatory body, administrative agency or governmental body having
jurisdiction
over the Securities Administrator; and the Securities Administrator
is not in
breach or violation of any material indenture or other material
agreement or
instrument, or in violation of any statute, order or regulation of
any court,
regulatory body, administrative agency or governmental body having
jurisdiction
over it which breach or violation may materially impair the
Securities
Administrator's ability to perform or meet any of its obligations
under this
Agreement.
(iv) No litigation is pending or, to the best of the
Securities Administrator's knowledge, threatened, against the
Securities
Administrator that would materially and adversely affect the
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execution, delivery or enforceability of this Agreement or the
ability of the
Securities Administrator to perform any of its other obligations
under this
Agreement in accordance with the terms hereof.
(v) No consent, approval, authorization or order of any court
or governmental agency or body is required for the execution,
delivery and
performance by the Securities Administrator of, or compliance by
the Securities
Administrator with, this Agreement or the consummation of the
transactions
contemplated hereby, or if any such consent, approval,
authorization or order is
required, the Securities Administrator has obtained the same.
Section
2.05. Substitutions and Repurchases of Mortgage Loans that are
not
"Qualified Mortgages."
Upon
discovery by the Depositor, the Master Servicer, the Servicer,
the
Securities Administrator or the Trustee that any Mortgage Loan does
not
constitute a "qualified mortgage" within the meaning of section
860G(a)(3) of
the Code, the party discovering such fact shall promptly (and in
any event
within 5 Business Days of discovery) give written notice thereof to
the other
parties. In connection therewith, the Depositor shall, at the
Depositor's
option, either (i) substitute, if the conditions in Section 2.03(c)
with respect
to substitutions are satisfied, a Replacement Mortgage Loan for the
affected
Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within
90 days of
such discovery in the same manner as it would a Mortgage Loan for a
breach of
representation or warranty contained in Section 2.03. The Trustee,
upon the
written request of the Depositor, shall reconvey to the Depositor
the Mortgage
Loan to be released pursuant hereto in the same manner, and on the
same terms
and conditions, as it would a Mortgage Loan repurchased for breach
of a
representation or warranty contained in Section 2.03.
Section
2.06. Authentication and Delivery of Certificates.
The
Trustee acknowledges the transfer and assignment to it of the
Trust
Fund and, concurrently with such transfer and assignment, the
Securities
Administrator has caused to be authenticated and delivered to or
upon the order
of the Depositor, in exchange for the Mortgage Loans, Certificates
duly
authenticated by the Securities Administrator in authorized
denominations
evidencing ownership of the entire Trust Fund. The Trustee agrees
to hold the
Trust Fund and exercise the rights referred to above for the
benefit of all
present and future Holders of the Certificates and to perform its
duties set
forth in this Agreement in accordance with the provisions hereof to
the best of
its abilities, to the end that the interests of the Holders may be
adequately
and effectively protected.
Section
2.07. REMIC Elections.
(a) The Depositor hereby instructs and authorizes the Trustee
to
make an appropriate election to treat each of the Upper Tier REMIC
and the Lower
Tier REMIC as a REMIC. The Trustee, upon written direction of the
Securities
Administrator, shall sign the returns providing for such elections
and such
other tax or information returns which are required to be signed by
the Trustee
under applicable law. This Agreement shall be construed so as to
carry out the
intention of the parties that each of the Upper Tier REMIC and the
Lower Tier
REMIC be treated as a REMIC at all times prior to the date on which
the Trust
Fund is terminated.
(b) The Preliminary Statement sets forth the designations and
"latest possible maturity date" for federal income tax purposes of
all interests
created hereby. The "Startup Day" for purposes of the REMIC
Provisions shall be
the Closing Date. Each REMIC's fiscal year shall be the calendar
year.
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The Lower
Tier REMIC shall consist of all of the assets of the Trust
Fund,
other than (i) amounts distributable to the Class P Certificates
pursuant to
Section 4.04(b)(i) hereof, (ii) the interests issued by the Lower
Tier REMIC,
(iii) the grantor trusts described in Section 2.07 hereof and (iv)
each Cap
Contract and the Cap Contract Account. The Lower Tier REMIC shall
issue the
Lower Tier REMIC Regular Interests which shall be designated as
regular
interests of such REMIC and shall issue the Class LTR Interest that
shall be
designated as the sole class of residual interest in the Lower Tier
REMIC. Each
of the Lower Tier REMIC Regular Interests shall have the
characteristics set
forth in its definition.
The assets
of the Upper Tier REMIC shall be the Lower Tier REMIC Regular
Interests. The REMIC Regular Interests shall be designated as the
regular
interests in the Upper Tier REMIC and the Residual Interest shall
be designated
as the sole class of residual interest in the Upper Tier REMIC. For
federal
income tax purposes, (i) the pass-through rate on the REMIC Regular
Interests
represented by the Class A-1 Certificates and on the sole class of
residual
interest in the Upper Tier REMIC shall be subject to a cap equal to
the Class
A-1 Available Funds Cap; (ii) the pass-through rate on the REMIC
Regular
Interests represented by the Class A-2 Certificates shall be
subject to a cap
equal to the Class A-2 Available Funds Cap; and (iii) the
pass-through rate on
the REMIC Regular Interests represented by the Class A-3
Certificates and the
Subordinate Certificates shall be subject to a cap equal to the
Weighted Average
Available Funds Cap.
The
beneficial ownership of the Class LTR Interest and the Residual
Interest shall be represented by the Class R Certificate. The Class
LTR Interest
shall not have a principal balance or bear interest.
(c) The "tax matters person" with respect to the Lower Tier
REMIC
and the Upper Tier REMIC for purposes of the REMIC Provisions shall
be the
beneficial owner of the Class R Certificate; provided, however,
that the Holder
of the Class R Certificate, by its acceptance thereof, irrevocably
appoints the
Securities Administrator as its agent and attorney-in-fact to act
as "tax
matters person" with respect to each such REMIC for purposes of the
REMIC
Provisions. If there is more than one beneficial owner of the Class
R
Certificate, the "tax matters person" shall be the Person with the
greatest
percentage interest in the Class R Certificate and, if there is
more than one
such Person, shall be determined under Treasury regulation Section
1.860F-4(d)
and Treasury regulation Section 301.6231(a)(7)-1.
(d) It is intended that the rights of each Class of the Class
A,
Class M and Class B Certificates to receive payments in respect of
Excess
Interest shall be treated as a right in interest rate cap contracts
written by
the Class C Certificateholders in favor of the holders of each
Class of the
Class A, Class M and Class B Certificates and such shall be
accounted for as
property held separate and apart from the regular interests in the
Upper Tier
REMIC held by the holders of the Class A (other than the Class R
Certificate),
Class M Certificates, Class B Certificates and the residual
interest in the
Upper Tier REMIC held by the holder of the Class R Certificate. For
information
reporting requirements, the rights of the Class A, Class M and
Class B
Certificates to receive payments in respect of Excess Interest
shall be assumed
to have zero or a de minimis value. This provision is intended to
satisfy the
requirements of Treasury Regulations Section 1.860G-2(i) for the
treatment of
property rights coupled with REMIC interests to be separately
respected and
shall be interpreted consistently with such regulation. On each
Distribution
Date, to the extent that any of the Class A, Class M and Class B
Certificates
receive payments in respect of Excess Interest, such amounts, to
the extent not
derived from payments on the Cap Contracts, will be treated as
distributed by
the Upper Tier REMIC to the Class C Certificates pro rata in
payment of the
amounts specified in Section 4.04(g) and then paid to the relevant
Class of
Certificates pursuant to the related interest rate cap
agreement.
(e) The parties intend that the portion of the Trust Fund
consisting
of the Uncertificated Class C Interest, the Cap Contracts, the Cap
Contract
Account, and the obligation of the
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holders of the Class C Certificates to pay amounts in respect of
Excess Interest
to the holders of the Class A, Class M and Class B Certificates
shall be treated
as a "grantor trust" under the Code, for the benefit of the holders
of the Class
C Certificates, and the provisions hereof shall be interpreted
consistently with
this intention. In furtherance of such intention, the Securities
Administrator
shall (i) furnish or cause to be furnished to the holders of the
Class C
Certificates information regarding their allocable share, if any,
of the income
with respect to such grantor trust, (ii) file or cause to be filed
with the
Internal Revenue Service Form 1041 (together with any necessary
attachments) and
such other forms as may be applicable and (iii) comply with such
information
reporting obligations with respect to payments from such grantor
trust to the
holders of Class A, Class M, Class B and Class C Certificates as
may be
applicable under the Code.
(f) The parties intend that the portion of the Trust Fund
consisting
of the right to receive amounts distributable to the Class P
Certificates
pursuant to Section 4.04(b)(i) hereof shall be treated as a
"grantor trust"
under the Code, for the benefit of the holders of the Class P
Certificates, and
the provisions hereof shall be interpreted consistently with this
intention. In
furtherance of such intention, the Securities Administrator shall
(i) furnish or
cause to be furnished to the holders of the Class P Certificates
information
regarding their allocable share of the income with respect to such
grantor trust
and (ii) file or cause to be filed with the Internal Revenue
Service Form 1041
(together with any necessary attachments) and such other forms as
may be
applicable.
(g) [RESERVED]
(h) All payments of principal and interest at the Net Mortgage
Rate
on each of the Mortgage Loans (other than amounts distributable to
the Class P
Certificates pursuant to Section 4.04(b)(i) hereof) received from
the Mortgage
Loans shall be paid to the Lower Tier REMIC Regular Interests until
the
principal balance of all such interests have been reduced to zero
and any losses
allocated to such interests have been reimbursed. Any excess
amounts shall be
distributed to the Class LTR Interest. On each Distribution Date,
payments and
losses shall be allocated among the Lower Tier REMIC Regular
Interests so that
(i) each of the Lower Tier REMIC I Marker Interests shall have a
principal
balance equal to 25% of the principal balance of the Corresponding
Certificates,
(ii) the Class LTIX Interest has a principal balance equal to the
excess of (x)
50% of the remaining principal balance of the Mortgage Loans over
(y) the
aggregate principal balance of the Lower Tier REMIC I Marker
Interests (if
necessary to reflect an increase in overcollateralization, accrued
and unpaid
interest on the Class LTIX interest may be added to its principal
amount to
achieve this result) and (iii) the aggregate principal amount of
the Class
LTII1A Interest, Class LTII1B Interest, Class LTII2A Interest,
Class LTII2B
Interest and the Class LTIIX Interest shall equal 50% of the
remaining principal
balance of the Mortgage Loans. Distributions and losses allocated
to the Lower
Tier REMIC Regular Interests described in clause (iii) of the
preceding sentence
will be allocated among such Lower Tier REMIC Regular Interests in
the following
manner: (x) such distributions shall be deemed made to such Lower
Tier REMIC
Regular Interests first, so as to keep the principal balance of the
each such
Lower Tier REMIC Regular Interest with "B" at the end of its
designation equal
to 0.05% of the aggregate scheduled principal balance of the
Mortgage Loans in
the related Mortgage Group and second, to such Lower Tier REMIC
Regular
Interests with "A" at the end of its designation so that the
uncertificated
principal balance of each such Lower Tier REMIC Regular Interest is
equal to
0.05% of the excess of (I) the aggregate scheduled principal
balance of the
Mortgage Loans in the related Mortgage Group over (II) the
aggregate principal
balance of Certificate Group One, in the case of the Class LTII1A
Interest, or
Certificate Group Two, in the case of the Class LTII2A Interest
(except that if
0.05% of any such excess is greater than the principal amount of
the related
Lower Tier REMIC II Marker Interest with "A" at the end of its
designation, the
least amount of principal shall be distributed to each Lower Tier
REMIC II
Marker Interest with "A" at the end of its designation such that
the Lower Tier
REMIC Subordinated Balance Ratio is maintained) and finally, any
remaining
distributions of principal to the Class LTIIX
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Interest and (y) such losses shall be allocated among the Lower
Tier REMIC
Regular Interests described in clause (iii) of the preceding
sentence first, so
as to keep the principal balance of the each such Lower Tier REMIC
Regular
Interest with "B" at the end of its designation equal to 0.05% of
the aggregate
scheduled principal balance of the Mortgage Loans in the related
Mortgage Group;
second, to such Lower Tier REMIC Regular Interests with "A" at the
end of its
designation so that the uncertificated principal balance of each
such Lower Tier
REMIC Regular Interest is equal to 0.05% of the excess of (I) the
aggregate
scheduled principal balance of the Mortgage Loans in the related
Mortgage Group
over (II) the aggregate principal balance of Certificate Group One,
in the case
of the Class LTII1A Interest, or Certificate Group Two, in the case
of the Class
LTII2A Interest (except that if 0.05% of any such excess is greater
than the
principal amount of the related Lower Tier REMIC II Marker Interest
with "A" at
the end of its designation, the least amount of losses shall be
allocated to
each Lower REMIC II Marker Interest with "A" at the end of its
designation such
that the Lower Tier REMIC Subordinated Balance Ratio is maintained)
and finally,
any remaining losses to the Class LTIIX Interest. Notwithstanding
the preceding
two sentences, however, losses not allocated to any Class of
Certificates will
not be allocated to any Lower Tier REMIC Regular Interests. All
computations
with respect to the Lower Tier REMIC Regular Interests shall be
taken out to ten
decimal places.
Any
available funds remaining in the Lower Tier REMIC on a
Distribution
Date after distributions to the Lower Tier REMIC Regular Interests
shall be
distributed to the Class R Certificates in respect of the Class LTR
Interest.
If on any
Distribution Date the Certificate Principal Balance of any
Class
of Certificates is increased pursuant to the last sentence of the
definition of
"Certificate Principal Balance", then there shall be an equivalent
increase in
the principal amounts of the Lower Tier REMIC Regular Interests,
with such
increase allocated (before the making of distributions and the
allocation of
losses on the Lower Tier REMIC Regular Interests on such
Distribution Date)
among the Lower Tier REMIC Regular Interests so that, to the
greatest extent
possible, (i) each of the Lower Tier REMIC I
