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Page
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ARTICLE I
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Definitions
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18
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Section 1.01
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Defined
Terms.
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18
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Account
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18
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Accrual
Period
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18
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Additional Termination
Event
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18
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Adjustable Rate Mortgage
Loan
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18
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Adjusted Net Maximum
Mortgage Rate
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18
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Adjusted Net Mortgage
Rate
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18
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Adjustment
Date
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19
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Advance
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19
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Affiliate
|
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19
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Agreement
|
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19
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Appraised
Value
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19
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Assigned Prepayment
Charges
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19
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Assignment
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19
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Authenticating
Agent
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19
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Authorized
Denomination
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19
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Balloon Mortgage
Loan
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19
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Balloon
Payment
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19
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Bankruptcy
Code
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20
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Bankruptcy
Loss
|
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20
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Beneficial
Holder
|
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20
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Book-Entry
Certificates
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20
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Business Day
|
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20
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Calculation
Period
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20
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Certificate
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20
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Certificate Interest
Rate
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20
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Certificate
Margin
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20
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Certificate of
Trust
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20
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Certificate Principal
Balance
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20
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Certificate Register and
Certificate Registrar
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20
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Certificateholder
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21
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Holder
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21
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Certification
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21
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Class
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21
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Class I-A
Certificate
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21
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Class II‑A‑1
Certificate
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21
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Class II‑A‑2
Certificate
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21
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Class II‑A‑3
Certificate
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21
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Class A
Certificates
|
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21
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Class A Principal
Distribution Amount
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21
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Class B-1
Certificate
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22
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Class B-1
Certificate
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22
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Class B-1 Principal
Distribution Amount
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22
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Class B-2
Certificate
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22
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Class B-2 Principal
Distribution Amount
|
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22
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Class C
Certificate
|
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23
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Class C NIM Payment
Amount
|
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23
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Class C
Shortfall
|
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23
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Class L1-Y-A Regular
Interests
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23
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Class L1-Y-B Regular
Interests
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24
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Class L1-Y-X Regular
Interest
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24
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Class L1-Z-A Regular
Interests
|
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24
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Class L1-Z-B Regular
Interests
|
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24
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Class L1-Z-X Regular
Interest
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24
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Class L2-1-A1 Regular
Interest
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24
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Class L2-2-A1 Regular
Interest
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24
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Class L2-2-A2 Regular
Interest
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24
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Class L2-2-A3 Regular
Interest
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24
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Class L2-2-M1 Regular
Interest
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24
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Class L2-2-M2 Regular
Interest
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24
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Class L2-2-M3 Regular
Interest
|
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24
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Class L2-2-M4 Regular
Interest
|
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25
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Class L2-2-M5 Regular
Interest
|
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25
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Class L2-2-M6 Regular
Interest
|
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25
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Class L2-2-M7 Regular
Interest
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25
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Class L2-2-M8 Regular
Interest
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25
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Class L2-2-M9 Regular
Interest
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25
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Class L2-2-B1 Regular
Interest
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25
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Class L2-2-B2 Regular
Interest
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25
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Class L2-1-GP Regular
Interest
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25
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Class L2-1-SB Regular
Interest
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25
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Class L2-2-GP Regular
Interest
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25
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Class L2-2-SB Regular
Interest
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25
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Class L2-SW Regular
Interest
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26
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Class L2-XX Regular
Interest
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26
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Class L2-YY Regular
Interest
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26
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Class L2-ZZ Regular
Interest
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26
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Class L3-C Regular
Interest
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26
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Class P
Interest
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26
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Class L3-SW Regular
Interest
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26
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Class L6-SW Regular
Interest
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26
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Class M‑1
Certificate
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26
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Class M-2
Certificate
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26
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Class M-3
Certificate
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26
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Class M-3 Principal
Distribution Amount
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27
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Class M‑4
Certificate
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27
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Class M‑4
Principal Distribution Amount
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27
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Class M‑5
Certificate
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27
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Class M‑5
Principal Distribution Amount
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28
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Class M‑6
Certificate
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28
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Class M‑6
Principal Distribution Amount
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28
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Class M‑7
Certificate
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29
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Class M‑7
Principal Distribution Amount
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29
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Class M-8
Certificate
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29
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Class M-8 Principal
Distribution Amount
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29
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Class M-9
Certificate
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30
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Class M-9 Principal
Distribution Amount
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30
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Class P
Certificate
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31
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Class Principal
Balance
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31
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Class R
Certificate
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31
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Class R‑1
Interest
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31
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Class R‑2
Interest
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31
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Class R‑3
Interest
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31
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Class R‑4
Interest
|
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31
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Class R‑5
Interest
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31
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Class R‑6
Interest
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31
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Class R‑CX
Certificate
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31
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Class R‑PX
Certificate
|
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32
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Clean-up Call
Percentage
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32
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Clearing
Agency
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32
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Close of
Business
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32
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Closing Date
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32
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Closing Date Mortgage
Loans
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32
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Code
|
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32
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Collection
Account
|
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32
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Commission
|
|
32
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Company
|
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32
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Compensating
Interest
|
|
32
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Corporate Trust
Office
|
|
32
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Corporation
|
|
32
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Corresponding
Certificates
|
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32
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Counterparty
Payment
|
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33
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Credit Enhancement
Percentage
|
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33
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Credit Support Annex
Account
|
|
33
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Cumulative Loss Trigger
Event
|
|
33
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Custodial
Agreement
|
|
34
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Custodian
|
|
34
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Cut‑off
Date
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|
34
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Cut‑off Date
Aggregate Principal Balance
|
|
34
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Cut‑off Date
Principal Balance
|
|
34
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Debt Service
Reduction
|
|
34
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Deficient
Valuation
|
|
34
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Definitive
Certificates
|
|
35
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Delaware
Trustee
|
|
35
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Delinquency
Percentage
|
|
35
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Delinquency Trigger
Event
|
|
35
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Delinquent
|
|
35
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Depositary
Agreement
|
|
35
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Determination
Date
|
|
35
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Directly
Operate
|
|
35
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Disqualified
Organization
|
|
35
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Distribution
Account
|
|
35
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Distribution
Date
|
|
36
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DTC
|
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36
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DTC
Participant
|
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36
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Due Date
|
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36
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Due Period
|
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36
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Early Termination
Date
|
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36
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Eligible
Institution
|
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36
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Eligible
Investments
|
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36
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ERISA
|
|
38
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Escrow
Payments
|
|
38
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Event of
Default
|
|
38
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Exchange Act
|
|
38
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Extra Principal
Distribution Amount
|
|
38
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Extraordinary Trust Fund
Expense
|
|
38
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Fannie Mae
|
|
38
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FDIC
|
|
38
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Final Recovery
Determination
|
|
38
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Fitch
|
|
38
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Fixed Rate Mortgage
Loan
|
|
38
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Formula Rate
|
|
39
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Freddie Mac
|
|
39
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Gross Margin
|
|
39
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Gross Subsequent
Recoveries
|
|
39
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Group I Closing Date
Mortgage Loans
|
|
39
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Group I Interest
Remittance Amount
|
|
39
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Group I Mortgage
Loans
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39
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|
Group I Net Swap
Payment
|
|
39
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Group I Principal
Allocation Percentage
|
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39
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Group I Principal
Distribution Amount
|
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39
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Group I Principal
Remittance Amount
|
|
39
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Group I Senior
Certificates
|
|
40
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Group I Senior Principal
Distribution Amount
|
|
40
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|
Group I Swap
Payment
|
|
40
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|
Group I Swap
Percentage
|
|
40
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|
Group I Swap Termination
Payment
|
|
40
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|
Group II Closing Date
Mortgage Loans
|
|
40
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|
Group II Interest
Remittance Amount
|
|
41
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|
Group II Mortgage
Loans
|
|
41
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|
Group II Net Swap
Payment
|
|
41
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|
Group II Principal
Allocation Percentage
|
|
41
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Group II Principal
Distribution Amount
|
|
41
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Group II Principal
Remittance Amount
|
|
41
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|
Group II Senior
Certificates
|
|
41
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Group II Senior
Principal Distribution Amount
|
|
41
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|
Group II Swap
Payment
|
|
42
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|
Group II Swap
Percentage
|
|
42
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|
Group II Swap
Termination Payment
|
|
42
|
|
Indenture
|
|
42
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|
Independent
|
|
42
|
|
Independent
Contractor
|
|
42
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|
Index
|
|
43
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|
Initial Certificate
Principal Balance
|
|
43
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|
Initial Notional
Amount
|
|
43
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|
Insurance
Proceeds
|
|
43
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|
Insured NIM
Notes
|
|
43
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|
Interest Determination
Date
|
|
43
|
|
Interest Distribution
Amount
|
|
43
|
|
Interest Remittance
Amount
|
|
43
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|
Late
Collections
|
|
43
|
|
LIBOR
|
|
44
|
|
LIBOR Business
Day
|
|
44
|
|
Liquidated Mortgage
Loan
|
|
44
|
|
Liquidation
Event
|
|
44
|
|
Liquidation
Proceeds
|
|
44
|
|
Loan Group
|
|
45
|
|
Loan Group I
|
|
45
|
|
Loan Group II
|
|
45
|
|
Loan‑to‑Value
Ratio
|
|
45
|
|
Lost Note
Affidavit
|
|
45
|
|
Maximum Cap
Rate
|
|
45
|
|
Maximum ZZ
Uncertificated Accrued Interest Deferral Amount
|
|
46
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|
Maximum Mortgage
Rate
|
|
46
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|
MERS
|
|
47
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|
MERS Loan
|
|
47
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|
MERS®
System
|
|
47
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|
Mezzanine
Certificates
|
|
47
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MIN
|
|
47
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|
Minimum Mortgage
Rate
|
|
47
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MOM Loan
|
|
47
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|
Monthly Interest
Distributable Amount
|
|
47
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|
Monthly
Payment
|
|
47
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|
Moody’s
|
|
47
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|
Mortgage
|
|
47
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|
Mortgage File
|
|
48
|
|
Mortgage Loan
|
|
48
|
|
Mortgage Loan Purchase
Agreement
|
|
48
|
|
Mortgage Loan
Schedule
|
|
49
|
|
Mortgage Note
|
|
50
|
|
Mortgage Pool
|
|
50
|
|
Mortgage Pool
Assets
|
|
51
|
|
Mortgage Rate
|
|
51
|
|
Mortgaged
Property
|
|
51
|
|
Mortgagor
|
|
51
|
|
Net Counterparty
Payment
|
|
51
|
|
Net Liquidation
Proceeds
|
|
51
|
|
Net Monthly Excess
Cashflow
|
|
51
|
|
Net Mortgage
Rate
|
|
52
|
|
Net Prepayment Interest
Shortfall
|
|
52
|
|
Net Swap
Payment
|
|
52
|
|
Net WAC Rate
|
|
52
|
|
Net WAC Rate Carryover
Amount
|
|
53
|
|
New Lease
|
|
53
|
|
NIM Notes
|
|
53
|
|
NIMS Insurer
|
|
53
|
|
NIMS Insurer
Default
|
|
53
|
|
NIMS Issuer
|
|
53
|
|
Nonrecoverable
Advance
|
|
53
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|
Notice
Addresses
|
|
54
|
|
Notional
Amount
|
|
54
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|
OTS
|
|
54
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|
Officer’s
Certificate
|
|
54
|
|
Opinion of
Counsel
|
|
54
|
|
Optional Termination
Date
|
|
55
|
|
Original Class
Certificate Principal Balance
|
|
55
|
|
Original Class Notional
Amount
|
|
55
|
|
Original Trust
Agreement
|
|
55
|
|
Origination
Value
|
|
55
|
|
Other NIM
Notes
|
|
55
|
|
Overcollateralization
Deficiency Amount
|
|
55
|
|
Overcollateralization
Floor
|
|
55
|
|
Overcollateralization
Target Amount
|
|
55
|
|
Overcollateralized
Amount
|
|
55
|
|
Ownership
Interest
|
|
56
|
|
Pass-Through
Entity
|
|
56
|
|
Pass-Through
Rate
|
|
56
|
|
Paying Agent
|
|
56
|
|
Payoff
|
|
56
|
|
Percentage
Interest
|
|
56
|
|
Periodic Rate
Cap
|
|
56
|
|
Permitted
Transferee
|
|
56
|
|
Person
|
|
57
|
|
Plan
|
|
57
|
|
Preference
Claim
|
|
57
|
|
Prepayment
Charge
|
|
57
|
|
Prepayment Charge
Schedule
|
|
57
|
|
Prepayment Interest
Excess
|
|
58
|
|
Prepayment Interest
Shortfall
|
|
58
|
|
Prepayment
Period
|
|
58
|
|
Prime Rate
|
|
58
|
|
Principal
Balance
|
|
58
|
|
Principal Distribution
Amount
|
|
59
|
|
Principal
Prepayment
|
|
59
|
|
Principal Remittance
Amount
|
|
59
|
|
Rate Change
Date
|
|
59
|
|
Rating Agency or Rating
Agencies
|
|
59
|
|
Rating Agency or Rating
Agencies
|
|
59
|
|
Realized Loss
|
|
59
|
|
Record Date
|
|
63
|
|
Recording
Documents
|
|
64
|
|
Reference
Banks
|
|
64
|
|
Refinanced Mortgage
Loan
|
|
64
|
|
Regular
Certificates
|
|
64
|
|
Regular
Interest
|
|
64
|
|
Regulation AB
|
|
64
|
|
Relief Act
|
|
64
|
|
Relief Act Interest
Shortfall
|
|
64
|
|
Remaining Principal
Distribution Amount
|
|
64
|
|
REMIC I
|
|
64
|
|
REMIC I Available
Distribution Amount
|
|
65
|
|
REMIC I Distribution
Amount
|
|
65
|
|
REMIC 1 Group I Regular
Interests
|
|
67
|
|
REMIC 1 Group II Regular
Interests
|
|
67
|
|
REMIC 1 Regular
Interest
|
|
67
|
|
REMIC II
|
|
67
|
|
REMIC II Available
Distribution Amount
|
|
68
|
|
REMIC II Distribution
Amount
|
|
68
|
|
REMIC II Interest Loss
Allocation Amount
|
|
69
|
|
REMIC II
Overcollateralized Amount
|
|
69
|
|
REMIC II
Overcollateralization Target Amount
|
|
69
|
|
REMIC II Principal Loss
Allocation Amount
|
|
69
|
|
REMIC II Regular
Interest
|
|
70
|
|
REMIC III
|
|
70
|
|
REMIC III Available
Distribution Amount
|
|
70
|
|
REMIC III Distribution
Amount
|
|
70
|
|
REMIC III Regular
Interests
|
|
78
|
|
REMIC IV
|
|
78
|
|
REMIC IV Available
Distribution Amount
|
|
78
|
|
REMIC IV Distribution
Amount
|
|
78
|
|
REMIC IV Regular
Interest
|
|
78
|
|
REMIC V
|
|
78
|
|
REMIC V Available
Distribution Amount
|
|
78
|
|
REMIC V Distribution
Amount
|
|
79
|
|
REMIC VI
|
|
79
|
|
REMIC VI Available
Distribution Amount
|
|
79
|
|
REMIC VI Distribution
Amount
|
|
79
|
|
REMIC
|
|
79
|
|
REMIC Net WAC
Rate
|
|
79
|
|
REMIC
Provisions
|
|
79
|
|
REMIC Regular
Interests
|
|
79
|
|
Remittance
Report
|
|
80
|
|
Rents from Real
Property
|
|
80
|
|
REO Account
|
|
80
|
|
REO
Disposition
|
|
80
|
|
REO Imputed
Interest
|
|
80
|
|
REO Principal
Amortization
|
|
80
|
|
REO Property
|
|
80
|
|
Replacement
Payment
|
|
80
|
|
Purchase
Price
|
|
80
|
|
Reserve Fund
|
|
81
|
|
Reserve Interest
Rate
|
|
81
|
|
Residential
Dwelling
|
|
81
|
|
Residual
Certificates
|
|
81
|
|
Residual
Interest
|
|
81
|
|
Residual NIM
Holder
|
|
81
|
|
Responsible
Officer
|
|
81
|
|
S&P
|
|
82
|
|
Secretary of
State
|
|
82
|
|
Securities
Act
|
|
82
|
|
Seller
|
|
82
|
|
Servicer
|
|
82
|
|
Servicer Prepayment
Charge Payment Amount
|
|
82
|
|
Servicer Remittance
Date
|
|
82
|
|
Servicing
Account
|
|
82
|
|
Servicing
Advances
|
|
82
|
|
Servicing Fee
|
|
82
|
|
Servicing Fee
Rate
|
|
82
|
|
Servicing
Officer
|
|
83
|
|
Stated Principal
Balance
|
|
83
|
|
Statutory Trust
Statute
|
|
83
|
|
Stayed Funds
|
|
83
|
|
Stepdown Date
|
|
83
|
|
Subordinated Net WAC
Rate
|
|
83
|
|
Sub‑Servicer
|
|
84
|
|
Sub‑Servicing
Account
|
|
84
|
|
Sub‑Servicing
Agreement
|
|
84
|
|
Subsequent
Recoveries
|
|
84
|
|
Qualified Substitute
Mortgage Loan
|
|
84
|
|
Substitution
Adjustments
|
|
84
|
|
Supplemental Interest
Account
|
|
84
|
|
Supplemental Interest
Trust
|
|
84
|
|
Supplemental Interest
Trust Trustee
|
|
84
|
|
Swap
Agreement
|
|
84
|
|
Swap
Counterparty
|
|
84
|
|
Swap Default
|
|
84
|
|
Swap Event of
Default
|
|
84
|
|
Swap LIBOR
|
|
85
|
|
Swap Notional
Amount
|
|
85
|
|
Swap Payment
|
|
85
|
|
Swap Rate
|
|
85
|
|
Swap Termination
Payment
|
|
85
|
|
Tax Matters
Person
|
|
85
|
|
Telerate Page
3750
|
|
85
|
|
Termination
Event
|
|
86
|
|
Termination
Date
|
|
86
|
|
Termination
Payment
|
|
86
|
|
Termination
Price
|
|
86
|
|
Terminator
|
|
86
|
|
Transfer
|
|
86
|
|
Transferee Affidavit and
Agreement
|
|
86
|
|
Transferee
|
|
86
|
|
Transferor
|
|
86
|
|
Trigger Event
|
|
86
|
|
Trust
|
|
86
|
|
Trust Fund
|
|
86
|
|
Trust REMIC
|
|
86
|
|
Trustee
|
|
86
|
|
Trustee Fee
|
|
86
|
|
Trustee Fee
Rate
|
|
87
|
|
Uncertificated Notional
Amount
|
|
87
|
|
Undercollateralized
Amount
|
|
88
|
|
Uninsured
Cause
|
|
88
|
|
Unpaid Interest
Shortfall Amount
|
|
88
|
|
U.S. Person
|
|
89
|
|
USD-LIBOR-BBA
|
|
89
|
|
Value
|
|
89
|
|
Voting Rights
|
|
89
|
|
Section 1.02
|
Accounting.
|
89
|
|
Section 1.03
|
Allocation of Certain
Interest Shortfalls.
|
89
|
|
Section 1.04
|
Rights of the NIMS
Insurer.
|
90
|
|
ARTICLE
II
|
Creation of the
Trust; Conveyance of the Mortgage Pool Assets, REMIC I Regular
Interests, REMIC II Regular Interests and REMIC III Regular
Interests; REMIC Election and Designations;
Original Issuance of Certificates
|
91
|
|
Section 2.01
|
Creation of the
Trust
|
91
|
|
Section 2.02
|
Restrictions on
Activities of the Trust
|
92
|
|
Section 2.03
|
Separateness
Requirements
|
93
|
|
Section 2.04
|
Conveyance of Mortgage
Pool Assets; Security Interest
|
94
|
|
Section 2.05
|
Delivery of Mortgage
Files
|
95
|
|
Section 2.06
|
REMIC Election for REMIC
I
|
96
|
|
Section 2.07
|
Acceptance by
Trustee
|
97
|
|
Section 2.08
|
Representation and
Warranty of the Company Concerning the Mortgage Loans
|
98
|
|
Section 2.09
|
Representations and
Warranties of the Seller Concerning the Mortgage Loans
|
102
|
|
Section 2.10
|
Additional Provisions
Relating to Repurchases of and Substitutions for Mortgage Loans by
the Company or the Seller
|
102
|
|
Section 2.11
|
Acknowledgment of
Transfer of Mortgage Pool Assets
|
103
|
|
Section 2.12
|
Conveyance of REMIC II
Assets; Security Interest
|
103
|
|
Section 2.13
|
REMIC Election for REMIC
II
|
104
|
|
Section 2.14
|
Acknowledgement of
Transfer of REMIC I Regular Interests
|
105
|
|
Section 2.15
|
Conveyance of REMIC II
Regular Interests; Security Interest
|
106
|
|
Section 2.16
|
REMIC Election for REMIC
III
|
107
|
|
Section 2.17
|
Acknowledgement of
Transfer of REMIC II Regular Interests
|
108
|
|
Section 2.18
|
Conveyance of Class L3-C
Regular Interest
|
108
|
|
Section 2.19
|
REMIC Election for REMIC
IV
|
109
|
|
Section 2.20
|
Acknowledgement of
Transfer of Class L3-C Regular Interest
|
110
|
|
Section 2.21
|
Conveyance of Class L3-P
Regular Interest.
|
110
|
|
Section 2.22
|
REMIC Election for REMIC
V
|
111
|
|
Section 2.23
|
Acknowledgement of
Transfer of Class L3-P Regular Interest
|
112
|
|
Section 2.24
|
Conveyance of Class
L3-SW Regular Interest.
|
112
|
|
Section 2.25
|
REMIC Election for REMIC
VI
|
113
|
|
Section 2.26
|
Acknowledgement of
Transfer of Class L3-SW Regular Interest
|
114
|
|
Section 2.27
|
Legal Title
|
114
|
|
Section 2.28
|
Compliance with ERISA
Requirements
|
114
|
|
Section 2.29
|
Additional
Representation Concerning the Mortgage Loans
|
115
|
|
Section 2.30
|
No Other
Interests
|
115
|
|
ARTICLE
III
|
Administration and
Servicing of the Mortgage Loans
|
115
|
|
Section 3.01
|
The Servicer.
|
115
|
|
Section 3.02
|
Sub‑Servicing
Agreements Between the Servicer and Sub‑Servicers.
|
117
|
|
Section 3.03
|
Successor
Sub‑Servicers
|
119
|
|
Section 3.04
|
Liability of the
Servicer
|
119
|
|
Section 3.05
|
No Contractual
Relationship Between Sub‑Servicers and the NIMS Insurer, the
Trustee or Certificateholders
|
119
|
|
Section 3.06
|
Assumption or
Termination of Sub‑Servicing Agreements by Trustee
|
119
|
|
Section 3.07
|
Collection of Certain
Mortgage Loan Payments
|
120
|
|
Section 3.08
|
Sub‑Servicing
Accounts
|
121
|
|
Section 3.09
|
Collection of Taxes,
Assessments and Similar Items; Servicing Accounts
|
121
|
|
Section 3.10
|
Collection Account and
Distribution Account.
|
122
|
|
Section 3.11
|
Permitted Withdrawals
from the Collection Account and Distribution Account.
|
124
|
|
Section 3.12
|
Investment Accounts;
Eligible Investments.
|
126
|
|
Section 3.13
|
[Reserved].
|
127
|
|
Section 3.14
|
Maintenance of Hazard
Insurance and Errors and Omissions and Fidelity
Coverage.
|
127
|
|
Section 3.15
|
Enforcement of
Due‑On‑Sale Clauses; Assumption Agreements
|
129
|
