|
GE-WMC MORTGAGE SECURITIES, L.L.C.
Depositor
[NAME OF SERVICER]
Servicer
and
[NAME OF TRUSTEE].
Trustee
________________________________________
POOLING AND SERVICING AGREEMENT
Dated as of _____, ____
________________________________________
Mortgage Pass-Through Certificates
Series 200__-___
<PAGE>
TABLE OF CONTENTS
SECTION
<TABLE>
<CAPTION>
ARTICLE I
<S> <C>
DEFINITIONS..........................................................................................
SECTION 1.01. Defined
Terms.....................................................................
SECTION 1.02. Allocation of Certain Interest
Shortfalls.........................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES......................................
SECTION 2.01. Conveyance of Mortgage
Loans......................................................
SECTION 2.02. Acceptance of REMIC I by the
Trustee..............................................
SECTION 2.03. Repurchase or Substitution of Mortgage Loans by
the Originator, the Seller or
the Depositor; Payment of Prepayment Charge Payment
Amounts.......................
SECTION 2.04.
[Reserved]........................................................................
SECTION 2.05. Representations, Warranties and Covenants of the
Servicer.........................
SECTION 2.06. Issuance of the REMIC I Regular Interests and the
Class R-I Interest..............
SECTION 2.07. Conveyance of the REMIC I Regular Interests;
Acceptance of REMIC I and REMIC
II by the
Trustee.................................................................
SECTION 2.08. Issuance of Class R
Certificates..................................................
ARTICLE III
ADMINISTRATION AND SERVICING OF THE MORTGAGE
LOANS...................................................
SECTION 3.01. Servicer to Act as
Servicer.......................................................
SECTION 3.02. Collection of Certain Mortgage Loan
Payments......................................
SECTION 3.03.
[Reserved]........................................................................
SECTION 3.04. Collection Account, Escrow Account and
Distribution Account.......................
SECTION 3.05. Permitted Withdrawals From the Collection Account,
Escrow Account and
Distribution
Account..............................................................
SECTION 3.06. Investment of Funds in the Collection Account, the
Escrow Account, the REO
Account and the Distribution
Account..............................................
SECTION 3.07. Payment of Taxes, Insurance and Other
Charges.....................................
SECTION 3.08. Maintenance of Hazard
Insurance...................................................
SECTION 3.09. Maintenance of Mortgage Blanket
Insurance.........................................
SECTION 3.10. Fidelity Bond; Errors and Omissions
Insurance.....................................
SECTION 3.11. Enforcement of Due-On-Sale Clauses; Assumption
Agreements.........................
SECTION 3.12. Realization Upon Defaulted Mortgage
Loans.........................................
SECTION 3.13. Title, Management and Disposition of REO
Property.................................
SECTION 3.14.
[Reserved]........................................................................
SECTION 3.15. Reports of Foreclosure and Abandonment of
Mortgaged Properties....................
SECTION 3.16. Optional Purchase of Defaulted Mortgage
Loans.....................................
SECTION 3.17. Trustee to Cooperate; Release of Mortgage
Files...................................
SECTION 3.18. Servicing
Compensation............................................................
SECTION 3.19. Statement as to
Compliance........................................................
SECTION 3.20. Independent Public Accountants' Servicing
Report..................................
SECTION 3.21. Access to Certain
Documentation...................................................
ARTICLE IV
PAYMENTS TO
CERTIFICATEHOLDERS.......................................................................
SECTION 4.01.
Distributions.....................................................................
SECTION 4.02. Statements to
Certificateholders..................................................
SECTION 4.03. Remittance Reports and Other Reports to the
Trustee; P&I Advances; Payments in
Respect of Prepayment Interest
Shortfalls.........................................
SECTION 4.04. Allocation of Realized
Losses.....................................................
SECTION 4.05. Compliance with Withholding
Requirements..........................................
SECTION 4.06. Commission
Reporting..............................................................
SECTION 4.07.
Reserved..........................................................................
SECTION 4.08.
Reserved..........................................................................
SECTION 4.09. Net WAC Rate Carryover Reserve
Account............................................
ARTICLE V
THE
CERTIFICATES.....................................................................................
SECTION 5.01. The
Certificates.................................................................
SECTION 5.02. Registration of Transfer and Exchange of
Certificates............................
SECTION 5.03. Mutilated, Destroyed, Lost or Stolen
Certificates................................
SECTION 5.04. Persons Deemed
Owners............................................................
SECTION 5.05. Certain Available
Information....................................................
ARTICLE VI
THE DEPOSITOR AND THE
SERVICER.......................................................................
SECTION 6.01. Liability of the Depositor and the
Servicer......................................
SECTION 6.02. Merger or Consolidation of the Depositor or the
Servicer.........................
SECTION 6.03. Limitation on Liability of the Depositor, the
Servicer and Others................
SECTION 6.04. Limitation on Resignation of the
Servicer........................................
SECTION 6.05. Rights of the Depositor in Respect of the
Servicer...............................
SECTION 6.06. Sub-Servicing Agreements Between the Servicer and
Sub-Servicers..................
SECTION 6.07. Successor
Sub-Servicers..........................................................
SECTION 6.08. Liability of the
Servicer........................................................
SECTION 6.09. No Contractual Relationship Between Sub-Servicers
and the Trustee or
Certificateholders...............................................................
SECTION 6.10. Assumption or Termination of Sub-Servicing
Agreements by Trustee.................
SECTION 6.11. Sub-Servicing
Accounts...........................................................
ARTICLE VII
DEFAULT.............................................................................................
SECTION 7.01. Servicer Events of
Default.......................................................
SECTION 7.02. Trustee to Act; Appointment of
Successor.........................................
SECTION 7.03. Notification to
Certificateholders...............................................
SECTION 7.04. Waiver of Servicer Events of
Default.............................................
ARTICLE VIII
CONCERNING THE
TRUSTEE..............................................................................
SECTION 8.01. Duties of
Trustee................................................................
SECTION 8.02. Certain Matters Affecting the
Trustee............................................
SECTION 8.03. The Trustee Not Liable for Certificates or
Mortgage Loans........................
SECTION 8.04. Trustee May Own
Certificates....................................................
SECTION 8.05. Trustee's Fees and
Expenses......................................................
SECTION 8.06. Eligibility Requirements for
Trustee.............................................
SECTION 8.07. Resignation and Removal of the
Trustee...........................................
SECTION 8.08. Successor
Trustee................................................................
SECTION 8.09. Merger or Consolidation of
Trustee...............................................
SECTION 8.10. Appointment of Co-Trustee or Separate
Trustee....................................
SECTION 8.11. Appointment of
Custodians........................................................
SECTION 8.12. Appointment of Office or
Agency..................................................
SECTION 8.13. Representations and Warranties of the
Trustee....................................
ARTICLE IX
TERMINATION..........................................................................................
SECTION 9.01. Termination Upon Repurchase or Liquidation of All
Mortgage Loans.................
SECTION 9.02. Additional Termination
Requirements..............................................
ARTICLE X
REMIC
PROVISIONS.....................................................................................
SECTION 10.01. REMIC
Administration.............................................................
SECTION 10.02. Prohibited Transactions and
Activities...........................................
SECTION 10.03. Servicer and Trustee
Indemnification.............................................
ARTICLE XI
MISCELLANEOUS
PROVISIONS.............................................................................
SECTION 11.01.
Amendment........................................................................
SECTION 11.02. Recordation of Agreement;
Counterparts...........................................
SECTION 11.03. Limitation on Rights of
Certificateholders.......................................
SECTION 11.04. Governing
Law....................................................................
SECTION 11.05.
Notices..........................................................................
SECTION 11.06. Severability of
Provisions.......................................................
SECTION 11.07. Notice to Rating
Agencies........................................................
SECTION 11.08. Article and Section
References...................................................
SECTION 11.09. Grant of Security
Interest.......................................................
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBITS
<S> <C>
Exhibit A-1 Form of Class A Certificate
Exhibit A-2 Form of Subordinate Certificate
Exhibit A-3 Form of Class C Certificate
Exhibit A-4 Form of Class P Certificate
Exhibit A-5 Form of Class R Certificate
Exhibit B Form of Lost Note Affidavit
Exhibit C-1 Form of Trustee's Initial Certification
Exhibit C-2 Form of Trustee's Final Certification
Exhibit C-3 Form of Trustee's Receipt of Mortgage Note
Exhibit D Form of Mortgage Loan Purchase Agreement
Exhibit E Request for Release
Exhibit F-1 Form of Transferor Representation Letter and Form of
Transferee Representation Letter in
Connection with Transfer of Class C and Class P Certificates
Pursuant to Rule 144A Under the
1933 Act
Exhibit F-2 Form of Transfer Affidavit and Agreement and Form of
Transferor Affidavit in Connection with
Transfer of Residual Certificates
Exhibit G Form of Certification with respect to ERISA and the
Code
Exhibit H Form of Cap Contract
Exhibit I Form of Limited Power of Attorney
Exhibit J-1 Form of Certification to Be Provided by the
Depositor with Form 10-K
Exhibit J-2 Form of Certification to Be Provided to Depositor by
the Trustee
Exhibit J-3 Form of Certification to Be Provided to Depositor by
the Servicer
Exhibit K Annual Statement of Compliance pursuant to Section
3.19
Schedule 1 Mortgage Loan Schedule
Schedule 2 Prepayment Charge Schedule
</TABLE>
<PAGE>
This Pooling and Servicing Agreement, is dated and effective
as of ____, ___, among GE-WMC MORTGAGE SECURITIES, L.L.C., as
Depositor, [NAME
OF SERVICER], as Servicer and [NAME OF TRUSTEE], as Trustee.
PRELIMINARY STATEMENT:
The Depositor intends to sell or transfer pass-through
certificates (collectively, the "Certificates"), to be issued
hereunder in
multiple classes, which in the aggregate shall evidence the
entire beneficial
ownership interest in each REMIC (as defined herein) created
hereunder. The
Trust Fund shall consist of a segregated pool of assets
consisting of the
Mortgage Loans and certain other related assets subject to this
Agreement.
REMIC I
As provided herein, the Trustee shall elect to treat the
segregated pool of assets consisting of the Mortgage Loans and
certain other
related assets (other than any Servicer Prepayment Charge
Payment Amounts, the
Net WAC Rate Carryover Reserve Account and the Cap Contract)
subject to this
Agreement as a REMIC for federal income tax purposes, and such
segregated pool
of assets shall be designated as "REMIC I." The Class R-I
Interest shall be the
sole class of "residual interests" in REMIC I for purposes of
the REMIC
Provisions (as defined herein). The following table irrevocably
sets forth the
designation, the REMIC I Remittance Rate, the initial
Uncertificated Balance
and, for purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii),
the "latest possible maturity date" for each of the REMIC I
Regular Interests
(as defined herein). None of the REMIC I Regular Interests shall
be
certificated.
<TABLE>
<CAPTION>
REMIC I Initial Latest Possible
Designation Remittance Rate Uncertificated Balance ($) Maturity
Date(1)
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
AA Variable(2)
A Variable(2)
M1 Variable(2)
M2 Variable(2)
M3 Variable(2)
B1 Variable(2)
B2 Variable(2)
B3 Variable(2)
B4 Variable(2)
ZZ Variable(2)
P Variable(2)
</TABLE>
________________
(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations,
the Distribution Date immediately following the maturity date
for the
Mortgage Loan with the latest maturity date has been designated
as the
"latest possible maturity date" for each REMIC I Regular
Interest.
(2) Calculated in accordance with the definition of "REMIC I
Remittance Rate"
herein.
<PAGE>
REMIC II
As provided herein, the Trustee shall elect to treat the
segregated pool of assets consisting of the REMIC I Regular
Interests as a REMIC
for federal income tax purposes, and such segregated pool of
assets shall be
designated as "REMIC II." The Class R-II Interest shall evidence
the sole class
of "residual interests" in REMIC II for purposes of the REMIC
Provisions under
federal income tax law. The following table irrevocably sets
forth the
designation, the Pass-Through Rate, the initial aggregate
Certificate Principal
Balance and, for purposes of satisfying Treasury regulation
Section
1.860G-1(a)(4)(iii), the "latest possible maturity date" for the
indicated
Classes of Certificates.
<TABLE>
<CAPTION>
Initial Aggregate Latest Possible
Designation Pass-Through Rate Certificate Principal Balance
Maturity Date(1)
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Class A Variable(2)
Class M-1 Variable(2)
Class M-2 Variable(2)
Class M-3 Variable(2)
Class B-1 Variable(2)
Class B-2 Variable(2)
Class B-3 Variable(2)
Class B-4 Variable(2)
Class C Variable(2)(3)
Class P N/A(4)
</TABLE>
________________
(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations,
the Distribution Date immediately following the maturity date
for the
Mortgage Loan with the latest maturity date has been designated
as the
"latest possible maturity date" for each Class of
Certificates.
(2) Calculated in accordance with the definition of
"Pass-Through Rate" herein.
(3) The Class C Certificates shall accrue interest at their
variable
Pass-Through Rate on the Notional Amount of the Class C
Certificates
outstanding from time to time which shall equal the
aggregate
Uncertificated Balance of the REMIC I Regular Interests (other
than REMIC I
Regular Interest P). The Class C Certificates shall not accrue
interest on
its Uncertificated Balance.
(4) The Class P Certificates shall not accrue interest.
As of the Cut-off Date, the Mortgage Loans had an aggregate
Scheduled Principal Balance equal to $______.
In consideration of the mutual agreements herein contained,
the Depositor, the Servicer and the Trustee agree as
follows:
<PAGE>
ARTICLE I
DEFINITIONS
SECTION 1.01. Defined Terms.
Whenever used in this Agreement, including, without
limitation, in the Preliminary Statement hereto, the following
words and
phrases, unless the context otherwise requires, shall have the
meanings
specified in this Article. Unless otherwise specified, all
calculations
described herein shall be made on the basis of a 360-day year
consisting of
twelve 30-day months and all calculations on each Regular
Interest shall be made
on the basis of a 360-day year and the actual number of days in
the month.
"Accrued Certificate Interest": With respect to any Class of
Certificates (other than the Class P Certificates and the
Residual Certificates)
and each Distribution Date, interest accrued during the related
Interest Accrual
Period at the Pass-Through Rate for such Certificate for such
Distribution Date
on the Certificate Principal Balance, in the case of the
Adjustable-Rate
Certificates, or on the Notional Amount, in the case of the
Class C
Certificates, of such Certificate immediately prior to such
Distribution Date.
The Class P Certificates are not entitled to distributions in
respect of
interest and, accordingly, shall not accrue interest. All
distributions of
interest on the Adjustable-Rate Certificates shall be calculated
on the basis of
a 360-day year and the actual number of days in the applicable
Interest Accrual
Period. All distributions of interest on the Class C
Certificates shall be based
on a 360-day year consisting of twelve 30-day months. Accrued
Certificate
Interest with respect to each Distribution Date, as to any Class
A Certificate
or Subordinate Certificate, shall be reduced by an amount equal
to the portion
allocable to such Certificate pursuant to Section 1.02 hereof of
the sum of (a)
the aggregate Prepayment Interest Shortfall, if any, for such
Distribution Date
to the extent not covered by payments pursuant to Section
4.03(e) or allocated
to the Class C Certificates pursuant to Section 1.02 and (b) the
aggregate
amount of any Relief Act Interest Shortfall, if any, for such
Distribution Date
not allocated to the Class C Certificates pursuant to Section
1.02. Accrued
Certificate Interest with respect to each Distribution Date and
any Class C
Certificate shall be reduced by (a) Prepayment Interest
Shortfalls, if any,
allocated to such Class of Certificates pursuant to Section 1.02
hereof, (b)
Relief Act Interest Shortfalls, if any, allocated to such Class
of Certificates
pursuant to Section 1.02 hereof and (c) an amount equal to the
portion of
Realized Losses, if any, allocable to interest on the Class C
Certificate
pursuant to Section 4.04 hereof.
"Adjustable-Rate Certificates": The Class A Certificates and
the Subordinate Certificates.
"Adjustable-Rate Mortgage Loan": Each of the Mortgage Loans
identified on the Mortgage Loan Schedule as having a Mortgage
Rate that is
subject to adjustment.
"Adjustment Date": With respect to each Adjustable-Rate
Mortgage Loan, the first day of the month in which the Mortgage
Rate of such
Mortgage Loan changes pursuant to the related Mortgage Note. The
first
Adjustment Date following the Cut-off Date as to each
Adjustable-Rate Mortgage
Loan is set forth in the Mortgage Loan Schedule.
"Affiliate": With respect to any specified Person, any other
Person controlling or controlled by or under common control with
such specified
Person. For the purposes of this definition, "control," when
used with respect
to any specified Person, means the power to direct the
management and policies
of such Person, directly or indirectly, whether through the
ownership of voting
securities, by contract or otherwise, and the terms
"controlling" and
"controlled" have meanings correlative to the foregoing.
"Agreement": This Pooling and Servicing Agreement and all
amendments hereof and supplements hereto.
"Allocated Realized Loss Amount": With respect to any
Distribution Date and any Class of Subordinate Certificates, the
sum of Realized
Losses allocated to such Class of Certificates on such
Distribution Date
pursuant to Section 4.04.
"Allocated Realized Loss Reimbursement Amount": With respect
to any Distribution Date and any Class of Subordinate
Certificates, (i) the sum
of all Allocated Realized Loss Amounts allocated to such Class
of Certificates
minus (ii) the sum of all amounts distributed to such Class of
Certificates on
previous Distribution Dates pursuant to Section 4.01(a)(4)(ii),
minus (iii) the
sum of the increases in the Certificate Principal Balance of
such Class of
Certificates due to the receipt of Subsequent Recoveries as
provided in Section
4.01(a)(5).
"Applicable Regulations": As to any Mortgage Loan, all
federal, state and local laws, statutes, rules and regulations
applicable
thereto.
"Assignment": An assignment of Mortgage, notice of transfer
or
equivalent instrument, in recordable form (excepting therefrom
if applicable,
the mortgage recordation information which has not been returned
by the
applicable recorder's office and/or the assignee's name), which
is sufficient
under the laws of the jurisdiction wherein the related Mortgaged
Property is
located to reflect of record the sale of the Mortgage.
"Available Distribution Amount": With respect to any
Distribution Date, an amount equal to (1) the sum of:
(a) the aggregate of the amounts on deposit in the
Collection
Account and Distribution Account as of the close of business on
the related
Determination Date, including any Subsequent Recoveries,
(b) without duplication, the aggregate of any amounts
received
in respect of an REO Property withdrawn from any REO Account and
deposited in
the Distribution Account for such Distribution Date pursuant to
Section 3.13,
(c) Compensating Interest, if any, deposited in the
Distribution Account by the Servicer for such Distribution Date
pursuant to
Section 4.03 and
(d) the aggregate of any P&I Advances made by the Servicer
for
such Distribution Date pursuant to Section 4.03,
REDUCED (TO NOT LESS THAN ZERO) BY (2) the portion of the
amount described in clause (1)(a) above that represents:
(i) Monthly Payments on the Mortgage Loans received from a
Mortgagor on or prior to the Determination Date but due during
any Due Period
subsequent to the related Due Period,
(ii) Principal Prepayments on the Mortgage Loans received
after the related Prepayment Period (together with any interest
payments
received with such Principal Prepayments to the extent they
represent the
payment of interest accrued on the Mortgage Loans during a
period subsequent to
the end of the prior calendar month),
(iii) Liquidation Proceeds, Insurance Proceeds and
Subsequent
Recoveries received in respect of the Mortgage Loans after the
related
Prepayment Period,
(iv) amounts reimbursable or payable to the Depositor, the
Servicer, the Trustee, the Seller, the Originator or any
Sub-Servicer pursuant
to Section 3.05, Section 3.06 or Section 7.01 or otherwise
payable in respect of
Extraordinary Trust Fund Expenses,
(v) the Trustee Fee and the Custodian Fee payable from the
Distribution Account pursuant to Section 8.05,
(vi) amounts deposited in the Collection Account or the
Distribution Account in error and
(vii) the amount of any Prepayment Charges collected by the
Servicer and the amount of any Servicer Prepayment Charge
Payment Amounts.
"Balloon Loan": Any Mortgage Loan that provided on the date
of
origination for an amortization schedule extending beyond its
stated maturity
date.
"Balloon Payment": With respect to any Balloon Loan, as of
any
date of determination, the Monthly Payment payable on the stated
maturity date
of such Mortgage Loan.
"Bankruptcy Code": The Bankruptcy Reform Act of 1978 (Title
11
of the United States Code), as amended.
"Bankruptcy Loss": With respect to any Mortgage Loan, a
Realized Loss resulting from a Deficient Valuation or Debt
Service Reduction.
"Book-Entry Certificate": Any Certificate registered in the
name of the Depository or its nominee. Initially, the Book-Entry
Certificates
shall be the Class A Certificates and the Subordinate
Certificates.
"Book-Entry Custodian": The custodian appointed pursuant to
Section 5.01.
"Business Day": Any day other than a Saturday, a Sunday or a
day on which banking or savings and loan institutions in the
State of
California, the State of Connecticut, the State of ___, the
State of ___, the
State of ___ or in any city in which the Corporate Trust Office
of the Trustee
is located, are authorized or obligated by law or executive
order to be closed.
["Cap Amount": For each Class of Adjustable-Rate
Certificates,
an amount equal to (i) the aggregate amount received by the
Trust Fund from the
Cap Contract, multiplied by (ii) a fraction equal to (a) the
Certificate
Principal Balance of such Class immediately prior to the
applicable Distribution
Date divided by (b) the aggregate Certificate Principal Balance
immediately
prior to the applicable Distribution Date of all Classes of
Adjustable-Rate
Certificates, directly benefitting from such Cap Contract.]
"Cap Contract": The interest rate corridor between ____, as
Trustee, and the counterparty thereunder, for the benefit of the
Holders of the
Class A Certificates and the Subordinate Certificates,
collectively, a form of
which is attached hereto as Exhibit H.
"Certificate": Any one of the Depositor's Mortgage
Pass-Through Certificates, Series ___-__, Class A, Class M-1,
Class M-2, Class
M-3, Class B-1 Class B-2, Class B-3, Class B-4, Class C, Class P
and Class R,
issued under this Agreement.
"Certificate Factor": With respect to any Class of Regular
Certificates as of any Distribution Date, a fraction, expressed
as a decimal
carried to six places, the numerator of which is the Certificate
Principal
Balance (or the Notional Amount, in the case of the Class C
Certificates) of
such Class of Certificates on such Distribution Date (after
giving effect to any
distributions of principal and allocations of Realized Losses in
reduction of
the Certificate Principal Balance (or the Notional Amount, in
the case of the
Class C Certificates) of such Class of Certificates to be made
on such
Distribution Date), and the denominator of which is the initial
aggregate
Certificate Principal Balance (or the Notional Amount, in the
case of the Class
C Certificates) of such Class of Certificates as of the Closing
Date.
"Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the Certificate Register, except
that a
Disqualified Organization or a Non-United States Person shall
not be a Holder of
a Residual Certificate for any purposes hereof and, solely for
the purposes of
giving any consent pursuant to this Agreement, any Certificate
registered in the
name of the Depositor, the Seller or the Originator or any
Affiliate thereof
shall be deemed not to be outstanding and the Voting Rights to
which it is
entitled shall not be taken into account in determining whether
the requisite
percentage of Voting Rights necessary to effect any such consent
has been
obtained, except as otherwise provided in Section 11.01. The
Trustee may
conclusively rely upon a certificate of the Depositor, the
Seller or the
Originator, in determining whether a Certificate is held by an
Affiliate
thereof. All references herein to "Holders" or
"Certificateholders" shall
reflect the rights of Certificate Owners as they may indirectly
exercise such
rights through the Depository and participating members thereof,
except as
otherwise specified herein; provided, however, that the Trustee
shall be
required to recognize as a "Holder" or "Certificateholder" only
the Person in
whose name a Certificate is registered in the Certificate
Register.
"Certificate Margin": With respect to each Adjustable-Rate
Certificate and, for purposes of the Marker Rate, the specified
REMIC I Regular
Interest, as follows:
Certificate Margin
REMIC I Regular ------------------------------
Class Interest (1) (%) (2) (%)
----------------------------------------------------------------------
A A
M-1 M1
M-2 M2
M-3 M3
B-1 B1
B-2 B2
B-3 B3
B-4 B4
__________
(1) For the Interest Accrual Period for each Distribution Date
on or prior
to the Optional Termination Date.
(2) For the Interest Accrual Period for each Distribution Date
after the
Optional Termination Date.
"Certificate Owner": With respect to a Book-Entry
Certificate,
the Person who is the beneficial owner of such Certificate as
reflected on the
books of the Depository or on the books of a Depository
Participant or on the
books of an indirect participating brokerage firm for which a
Depository
Participant acts as agent.
"Certificate Principal Balance": With respect to each Class
A
Certificate, Subordinate Certificate or Class P Certificate and
(i) in the case
of any date of determination up to and including the first
Distribution Date,
the initial Certificate Principal Balance of such Certificate,
as stated on the
face thereof and (ii) as of any date of determination after the
first
Distribution Date, the Certificate Principal Balance of such
Certificate on the
Distribution Date immediately prior to such date of
determination plus, with
respect to each Subordinate Certificate, any increase in the
Certificate
Principal Balance of such Certificate pursuant to Section 4.01
due to the
receipt of Subsequent Recoveries minus all distributions
allocable to principal
made thereon on such Distribution Date and, in the case of a
Subordinate
Certificate, Realized Losses allocated thereto on such
immediately prior
Distribution Date. With respect to each Class C Certificate as
of any date of
determination, an amount equal to the Percentage Interest
evidenced by such
Certificate times the excess, if any, of (A) the then aggregate
Uncertificated
Balance of the REMIC I Regular Interests over (B) the then
aggregate Certificate
Principal Balance of the Class A Certificates, the Subordinate
Certificates and
the Class P Certificates then outstanding.
"Certificate Register": The register maintained pursuant to
Section 5.02.
"Certificate Registrar": The registrar appointed pursuant to
Section 5.02
"Class": Collectively, all of the Certificates bearing the
same class designation.
"Class A Certificate": Any one of the Class A Certificates
executed by the Trustee and authenticated and delivered by the
Certificate
Registrar, substantially in the form annexed hereto as Exhibit
A-1 and
evidencing a (i) Regular Interest in REMIC II for purposes of
the REMIC
Provisions and (ii) the right to receive Net WAC Rate Carryover
Amounts.
"Class A Interest Distribution Amount": With respect to any
Distribution Date, an amount equal to the sum of (i) the
Interest Distribution
Amount for such Distribution Date for the Class A Certificates,
and (ii) the
Interest Carry Forward Amount, if any, for the Class A
Certificates.
"Class A Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the
excess of (x) the
aggregate Certificate Principal Balance of the Class A
Certificates immediately
prior to such Distribution Date over (y) the lesser of (A) the
product of (i)
___% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of
the last day of the related Due Period (after giving effect to
scheduled
payments of principal due during the related Due Period, to the
extent received
or advanced, and unscheduled collections of principal received
during the
related Prepayment Period) and (B) the aggregate Stated
Principal Balance of the
Mortgage Loans as of the last day of the related Due Period
(after giving effect
to scheduled payments of principal due during the related Due
Period, to the
extent received or advanced, and unscheduled collections of
principal received
during the related Prepayment Period) minus $_______.
"Class B-1 Certificate": Any one of the Class B-1
Certificates executed by the Trustee and authenticated and
delivered by the
Certificate Registrar, substantially in the form annexed hereto
as Exhibit A-2
and evidencing (i) a Regular Interest in REMIC II for purposes
of the REMIC
Provisions and (ii) the right to receive Net WAC Rate Carryover
Amounts.
"Class B-1 Principal Distribution Amount": With respect to
any
Distribution Date, an amount, not less than zero, equal to the
lesser of (I) the
Certificate Principal Balance of the Class B-1 Certificates
immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i)
the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into
account the payment of the Class A Principal Distribution Amount
on such
Distribution Date), (ii) the Certificate Principal Balance of
the Class M-1
Certificates (after taking into account the payment of the Class
M-1 Principal
Distribution Amount on such Distribution Date), (iii) the
Certificate Principal
Balance of the Class M-2 Certificates (after taking into account
the payment of
the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates
(after taking into
account the payment of the Class M-3 Principal Distribution
Amount on such
Distribution Date) and (v) the Certificate Principal Balance of
the Class B-1
Certificates immediately prior to such Distribution Date over
(y) the lesser of
(A) the product of (i) ___% and (ii) the aggregate Stated
Principal Balance of
the Mortgage Loans as of the last day of the related Due Period
(after giving
effect to scheduled payments of principal due during the related
Due Period, to
the extent received or advanced, and unscheduled collections of
principal
received during the related Prepayment Period) and (B) the
aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of
the related Due
Period (after giving effect to scheduled payments of principal
due during the
related Due Period, to the extent received or advanced, and
unscheduled
collections of principal received during the related Prepayment
Period) minus
$_____.
"Class B-2 Certificate": Any one of the Class B-2
Certificates
executed by the Trustee and authenticated and delivered by the
Certificate
Registrar, substantially in the form annexed hereto as Exhibit
A-2 and
evidencing (i) a Regular Interest in REMIC II for purposes of
the REMIC
Provisions and (ii) the right to receive Net WAC Rate Carryover
Amounts.
"Class B-2 Principal Distribution Amount": With respect to
any
Distribution Date, an amount, not less than zero, equal to the
lesser of (I) the
Certificate Principal Balance of the Class B-2 Certificates
immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i)
the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into
account the payment of the Class A Principal Distribution Amount
on such
Distribution Date), (ii) the Certificate Principal Balance of
the Class M-1
Certificates (after taking into account the payment of the Class
M-1 Principal
Distribution Amount on such Distribution Date), (iii) the
Certificate Principal
Balance of the Class M-2 Certificates (after taking into account
the payment of
the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates
(after taking into
account the payment of the Class M-3 Principal Distribution
Amount on such
Distribution Date), (v) the Certificate Principal Balance of the
Class B-1
Certificates (after taking into account the payment of the Class
B-1 Principal
Distribution Amount on such Distribution Date) and (vi) the
Certificate
Principal Balance of the Class B-2 Certificates immediately
prior to such
Distribution Date over (y) the lesser of (A) the product of (i)
___% and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day
of the related Due Period (after giving effect to scheduled
payments of
principal due during the related Due Period, to the extent
received or advanced,
and unscheduled collections of principal received during the
related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the
Mortgage Loans as
of the last day of the related Due Period (after giving effect
to scheduled
payments of principal due during the related Due Period, to the
extent received
or advanced, and unscheduled collections of principal received
during the
related Prepayment Period) minus $______.
"Class B-3 Certificate": Any one of the Class B-3
Certificates
executed by the Trustee and authenticated and delivered by the
Certificate
Registrar, substantially in the form annexed hereto as Exhibit
A-2 and
evidencing (i) a Regular Interest in REMIC II for purposes of
the REMIC
Provisions and (ii) the right to receive Net WAC Rate Carryover
Amounts.
"Class B-3 Principal Distribution Amount": With respect to
any
Distribution Date, an amount, not less than zero, equal to the
lesser of (I) the
Certificate Principal Balance of the Class B-3 Certificates
immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i)
the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into
account the payment of the Class A Principal Distribution Amount
on such
Distribution Date), (ii) the Certificate Principal Balance of
the Class M-1
Certificates (after taking into account the payment of the Class
M-1 Principal
Distribution Amount on such Distribution Date), (iii) the
Certificate Principal
Balance of the Class M-2 Certificates (after taking into account
the payment of
the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates
(after taking into
account the payment of the Class M-3 Principal Distribution
Amount on such
Distribution Date), (v) the Certificate Principal Balance of the
Class B-1
Certificates (after taking into account the payment of the Class
B-1 Principal
Distribution Amount on such Distribution Date), (vi) the
Certificate Principal
Balance of the Class B-2 Certificates (after taking into account
the payment of
the Class B-2 Principal Distribution Amount on such Distribution
Date) and (vii)
the Certificate Principal Balance of the Class B-3 Certificates
immediately
prior to such Distribution Date over (y) the lesser of (A) the
product of (i)
____% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as
of the last day of the related Due Period (after giving effect
to scheduled
payments of principal due during the related Due Period, to the
extent received
or advanced, and unscheduled collections of principal received
during the
related Prepayment Period) and (B) the aggregate Stated
Principal Balance of the
Mortgage Loans as of the last day of the related Due Period
(after giving effect
to scheduled payments of principal due during the related Due
Period, to the
extent received or advanced, and unscheduled collections of
principal received
during the related Prepayment Period) minus $___________.
"Class B-4 Certificate": Any one of the Class B-4
Certificates
executed by the Trustee and authenticated and delivered by the
Certificate
Registrar, substantially in the form annexed hereto as Exhibit
A-2 and
evidencing (i) a Regular Interest in REMIC II for purposes of
the REMIC
Provisions and (ii) the right to receive Net WAC Rate Carryover
Amounts.
"Class B-4 Principal Distribution Amount": With respect to
any
Distribution Date, an amount, not less than zero, equal to the
lesser of (I) the
Certificate Principal Balance of the Class B-4 Certificates
immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i)
the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into
account the payment of the Class A Principal Distribution Amount
on such
Distribution Date), (ii) the Certificate Principal Balance of
the Class M-1
Certificates (after taking into account the payment of the Class
M-1 Principal
Distribution Amount on such Distribution Date), (iii) the
Certificate Principal
Balance of the Class M-2 Certificates (after taking into account
the payment of
the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates
(after taking into
account the payment of the Class M-3 Principal Distribution
Amount on such
Distribution Date), (v) the Certificate Principal Balance of the
Class B-1
Certificates (after taking into account the payment of the Class
B-1 Principal
Distribution Amount on such Distribution Date), (vi) the
Certificate Principal
Balance of the Class B-2 Certificates (after taking into account
the payment of
the Class B-2 Principal Distribution Amount on such Distribution
Date), (vii)
the Certificate Principal Balance of the Class B-3 Certificates
(after taking
into account the payment of the Class B-3 Principal Distribution
Amount on such
Distribution Date) and (viii) the Certificate Principal Balance
of the Class B-4
Certificates immediately prior to such Distribution Date over
(y) the lesser of
(A) the product of (i) ____% and (ii) the aggregate Stated
Principal Balance of
the Mortgage Loans as of the last day of the related Due Period
(after giving
effect to scheduled payments of principal due during the related
Due Period, to
the extent received or advanced, and unscheduled collections of
principal
received during the related Prepayment Period) and (B) the
aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of
the related Due
Period (after giving effect to scheduled payments of principal
due during the
related Due Period, to the extent received or advanced, and
unscheduled
collections of principal received during the related Prepayment
Period) minus
$_____.
"Class C Certificate": Any one of the Class C Certificates
executed by the Trustee and authenticated and delivered by the
Certificate
Registrar, substantially in the form annexed hereto as Exhibit
A-3 and
evidencing (i) a Regular Interest in REMIC II for purposes of
the REMIC
Provisions and (ii) the obligation to pay Net WAC Rate Carryover
Amounts.
"Class M-1 Certificate": Any one of the Class M-1
Certificates
executed by the Trustee and authenticated and delivered by the
Certificate
Registrar, substantially in the form annexed hereto as Exhibit
A-2 and
evidencing (i) a Regular Interest in REMIC II for purposes of
the REMIC
Provisions and (ii) the right to receive Net WAC Rate Carryover
Amounts.
"Class M-1 Principal Distribution Amount": With respect to
any
Distribution Date, an amount, not less than zero, equal to the
lesser of (I) the
Certificate Principal Balance of the Class M-1 Certificates
immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i)
the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into
account the payment of the Class A Principal Distribution Amount
on such
Distribution Date) and (ii) the Certificate Principal Balance of
the Class M-1
Certificates immediately prior to such Distribution Date over
(y) the lesser of
(A) the product of (i) ___% and (ii) the aggregate Stated
Principal Balance of
the Mortgage Loans as of the last day of the related Due Period
(after giving
effect to scheduled payments of principal due during the related
Due Period, to
the extent received or advanced, and unscheduled collections of
principal
received during the related Prepayment Period) and (B) the
aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of
the related Due
Period (after giving effect to scheduled payments of principal
due during the
related Due Period, to the extent received or advanced, and
unscheduled
collections of principal received during the related Prepayment
Period) minus
$___.
"Class M-2 Certificate": Any one of the Class M-2
Certificates
executed by the Trustee and authenticated and delivered by the
Certificate
Registrar, substantially in the form annexed hereto as Exhibit
A-2 and
evidencing (i) a Regular Interest in REMIC II for purposes of
the REMIC
Provisions and (ii) the right to receive Net WAC Rate Carryover
Amounts.
"Class M-2 Principal Distribution Amount": With respect to
any
Distribution Date, an amount, not less than zero, equal to the
lesser of (I) the
Certificate Principal Balance of the Class M-2 Certificates
immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i)
the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into
account the payment of the Class A Principal Distribution Amount
on such
Distribution Date), (ii) the Certificate Principal Balance of
the Class M-1
Certificates (after taking into account the payment of the Class
M-1 Principal
Distribution Amount on such Distribution Date) and (iii) the
Certificate
Principal Balance of the Class M-2 Certificates immediately
prior to such
Distribution Date over (y) the lesser of (A) the product of (i)
___% and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day
of the related Due Period (after giving effect to scheduled
payments of
principal due during the related Due Period, to the extent
received or advanced,
and unscheduled collections of principal received during the
related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the
Mortgage Loans as
of the last day of the related Due Period (after giving effect
to scheduled
payments of principal due during the related Due Period, to the
extent received
or advanced, and unscheduled collections of principal received
during the
related Prepayment Period) minus $____.
"Class M-3 Certificate": Any one of the Class M-3
Certificates
executed by the Trustee and authenticated and delivered by the
Certificate
Registrar, substantially in the form annexed hereto as Exhibit
A-2 and
evidencing (i) a Regular Interest in REMIC II for purposes of
the REMIC
Provisions and (ii) the right to receive Net WAC Rate Carryover
Amounts.
"Class M-3 Principal Distribution Amount": With respect to
any
Distribution Date, an amount, not less than zero, equal to the
lesser of (I) the
Certificate Principal Balance of the Class M-3 Certificates
immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i)
the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into
account the payment of the Class A Principal Distribution Amount
on such
Distribution Date), (ii) the Certificate Principal Balance of
the Class M-1
Certificates (after taking into account the payment of the Class
M-1 Principal
Distribution Amount on such Distribution Date), (iii) the
Certificate Principal
Balance of the Class M-2 Certificates (after taking into account
the payment of
the Class M-2 Principal Distribution Amount on such Distribution
Date) and (iv)
the Certificate Principal Balance of the Class M-3 Certificates
immediately
prior to such Distribution Date over (y) the lesser of (A) the
product of (i)
___% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of
the last day of the related Due Period (after giving effect to
scheduled
payments of principal due during the related Due Period, to the
extent received
or advanced, and unscheduled collections of principal received
during the
related Prepayment Period) and (B) the aggregate Stated
Principal Balance of the
Mortgage Loans as of the last day of the related Due Period
(after giving effect
to scheduled payments of principal due during the related Due
Period, to the
extent received or advanced, and unscheduled collections of
principal received
during the related Prepayment Period) minus $_______.
"Class P Certificate": Any one of the Class P Certificates
executed by the Trustee and authenticated and delivered by the
Certificate
Registrar, substantially in the form annexed hereto as Exhibit
A-4, representing
the right to distributions as set forth herein and therein and
evidencing a
regular interest in REMIC II for purposes of the REMIC
Provisions.
"Class R Certificate": Any one of the Class R Certificates
executed by the Trustee and authenticated and delivered by the
Certificate
Registrar, substantially in the form annexed hereto as Exhibit
A-5 and
evidencing the ownership of the Class R-I Interest and the Class
R-II Interest.
"Class R-I Interest": The uncertificated Residual Interest
in
REMIC I.
"Class R-II Interest": The uncertificated Residual Interest
in
REMIC II.
"Closing Date": ____,___.
"Code": The Internal Revenue Code of 1986, as amended, or
any
successor law.
"Collection Account": The account or accounts created and
maintained by the Servicer pursuant to Section 3.04(a), which
shall be entitled
"[NAME OF SERVICER], as Servicer for [NAME OF TRUSTEE], as
Trustee, in trust for
the registered holders of GE-WMC Mortgage Securities, L.L.C.,
Mortgage
Pass-Through Certificates, Series 200__-___." The Collection
Account must be an
Eligible Account.
"Combined Loan-to-Value Ratio": As of any date of
determination, and with respect to second lien Mortgage Loans,
the fraction,
expressed as a percentage, the numerator of which is (i) the sum
of (a) the
outstanding principal balance of the related first-lien mortgage
loan plus (b)
the Stated Principal Balance of the related second-lien Mortgage
Loan and the
denominator of which is (ii) the Value of the related Mortgaged
Property.
"Commission": The Securities and Exchange Commission.
"Compensating Interest": As defined in Section 4.03(e)
hereof.
"Corporate Trust Office": The corporate trust office of the
Trustee at which at any particular time its corporate trust
business with
respect to this Agreement shall be administered, which office,
at the date of
the execution of this Agreement is located at (i) for purposes
of the transfer
and exchange of the Certificates, _______, Attention: Corporate
Trust Services,
and (ii) for all other purposes, ________.
"Corresponding Certificate": With respect to each REMIC I
Regular Interest, the Certificate with the corresponding
designation.
"Cumulative Loss Percentage": With respect to any
Distribution
Date, the percentage equivalent of a fraction, the numerator of
which is the
aggregate amount of Realized Losses incurred from the Cut-off
Date to the last
day of the preceding calendar month (reduced by the aggregate
amount of
Subsequent Recoveries received from the Cut-off Date through the
last day of the
related Due Period) and the denominator of which is the
aggregate Stated
Principal Balance of the Mortgage Loans as of the Cut-off
Date.
"Custodian": The Trustee or if the Trustee is not the
Custodian, the custodian pursuant to the Custodial
Agreement.
"Custodial Agreement": The custodial agreement dated as of
the
Cut-off Date, among the Servicer, the Trustee and the Custodian
providing for
the safekeeping of the Mortgage Files on behalf of the Trust
Fund in accordance
with this Agreement.
"Custodian Fee": The amount payable to the Custodian on each
Distribution Date by the Trustee pursuant to Section 8.05 as
compensation for
all services rendered by it under the Custodial Agreement equal
to $___ for each
Mortgage File in the Custodian's possession corresponding a
Mortgage Loan.
"Custodian Fee Rate": The per annum fee paid to the
Custodian
on each Distribution Date equal to the Custodian Fee expressed
as a percentage
of the aggregate Stated Principal Balance of the Mortgage
Loans.
"Cut-off Date": With respect to any Mortgage Loan, the close
of business on ___,___. With respect to all Qualified Substitute
Mortgage Loans,
their respective dates of substitution. References herein to the
"Cut-off Date,"
when used with respect to more than one Mortgage Loan, shall be
to the
respective Cut-off Dates for such Mortgage Loans.
"DBRS": Dominion Bond Rating Services, Inc. or its successor
in interest.
"Debt Service Reduction": With respect to any Mortgage Loan,
a
reduction in the scheduled Monthly Payment for such Mortgage
Loan by a court of
competent jurisdiction in a proceeding under the Bankruptcy
Code, except such a
reduction resulting from a Deficient Valuation.
"Deficient Valuation": With respect to any Mortgage Loan, a
valuation of the related Mortgaged Property by a court of
competent jurisdiction
in an amount less than the then outstanding Stated Principal
Balance of the
Mortgage Loan, which valuation results from a proceeding
initiated under the
Bankruptcy Code.
"Definitive Certificates": As defined in Section 5.01(b).
"Deleted Mortgage Loan": A Mortgage Loan replaced or to be
replaced by a Qualified Substitute Mortgage Loan.
"Delinquent": A Mortgage Loan is "delinquent" if any payment
due thereon is not made pursuant to the terms of such Mortgage
Loan by the close
of business on the related Due Date. A Mortgage Loan is "30 days
delinquent" if
such payment has not been received by the close of business on
the corresponding
day of the month immediately succeeding the month in which such
payment was due,
or, if there is no such corresponding day (e.g., as when a
30-day month follows
a 31-day month in which a payment was due on the 31st day of
such month) then on
the last day of such immediately succeeding month. Similarly for
"60 day
delinquent," 90-days delinquent" and so on.
"Delinquency Percentage": With respect to any Distribution
Date, the percentage equivalent of a fraction, the numerator of
which is the
rolling three month average of the Stated Principal Balance of
all Mortgage
Loans that are 60 or more days Delinquent, are in foreclosure,
have been
converted to REO Properties or have been discharged by reason of
bankruptcy, and
the denominator of which is the aggregate Stated Principal
Balance of the
Mortgage Loans and REO Properties as of the last day of the
related Due Period;
provided, however, that any Mortgage Loan purchased by the
Servicer pursuant to
Section 3.16 shall not be included in either the numerator or
the denominator
for purposes of calculating the Delinquency Percentage.
"Depositor": GE-WMC Mortgage Securities, L.L.C., a Delaware
limited liability company, or its successor in interest.
"Depository": The Depository Trust Company, or any successor
Depository hereafter named. The nominee of the initial
Depository, for purposes
of registering those Certificates that are to be Book-Entry
Certificates, is
Cede & Co. The Depository shall at all times be a "clearing
corporation" as
defined in Section 8-102(3) of the Uniform Commercial Code of
the State of New
York and a "clearing agency" registered pursuant to the
provisions of Section
17A of the Securities Exchange Act of 1934, as amended.
"Depository Institution": Any depository institution or
trust
company, including the Trustee, that (a) is incorporated under
the laws of the
United States of America or any State thereof, (b) is subject to
supervision and
examination by federal or state banking authorities and (c) has
outstanding
unsecured commercial paper or other short-term unsecured debt
obligations that
are rated "P-1" by Moody's, "F-1" by Fitch, "A-1" by S&P and
"R-1 (highest)" by
DBRS, if rated by DBRS (or comparable ratings if Moody's, Fitch,
S&P and DBRS
are not the Rating Agencies).
"Depository Participant": A broker, dealer, bank or other
financial institution or other Person for whom from time to time
a Depository
effects book-entry transfers and pledges of securities deposited
with the
Depository.
"Determination Date": With respect to each Distribution
Date,
the [fifteenth] day of the calendar month in which such
Distribution Date occurs
or, if such [fifteenth] day is not a Business Day, the Business
Day immediately
preceding such [fifteenth] day.
"Directly Operate": With respect to any REO Property, the
furnishing or rendering of services to the tenants thereof, the
management or
operation of such REO Property, the holding of such REO Property
primarily for
sale to customers, the performance of any construction work
thereon or any use
of such REO Property in a trade or business conducted by REMIC I
other than
through an Independent Contractor; provided, however, that the
Trustee (or the
Servicer on behalf of the Trustee) shall not be considered to
Directly Operate
an REO Property solely because the Trustee (or the Servicer on
behalf of the
Trustee) establishes rental terms, chooses tenants, enters into
or renews
leases, deals with taxes and insurance, or makes decisions as to
repairs or
capital expenditures with respect to such REO Property.
"Disqualified Organization": Any of the following: (i) the
United States, any State or political subdivision thereof, any
possession of the
United States, or any agency or instrumentality of any of the
foregoing (other
than an instrumentality which is a corporation if all of its
activities are
subject to tax and, except for Freddie Mac, a majority of its
board of directors
is not selected by such governmental unit), (ii) any foreign
government, any
international organization, or any agency or instrumentality of
any of the
foregoing, (iii) any organization (other than certain farmers'
cooperatives
described in Section 521 of the Code) which is exempt from the
tax imposed by
Chapter 1 of the Code (including the tax imposed by Section 511
of the Code on
unrelated business taxable income), (iv) rural electric and
telephone
cooperatives described in Section 1381(a)(2)(C) of the Code, (v)
an "electing
large partnership" and (vi) any other Person so designated by
the Trustee based
upon an Opinion of Counsel that the holding of an Ownership
Interest in a
Residual Certificate by such Person may cause any Trust REMIC or
any Person
having an Ownership Interest in any Class of Certificates (other
than such
Person) to incur a liability for any federal tax imposed under
the Code that
would not otherwise be imposed but for the Transfer of an
Ownership Interest in
a Residual Certificate to such Person. The terms "United
States," "State" and
"international organization" shall have the meanings set forth
in Section 7701
of the Code or successor provisions.
"Distribution Account": The trust account or accounts
created
and maintained by the Trustee pursuant to Section 3.04(e), which
shall be
entitled "[NAME OF TRUSTEE], as Trustee, in trust for the
registered Holders of
GE-WMC Mortgage Securities, L.L.C., Mortgage Pass-Through
Certificates, Series
200_-___." The Distribution Account must be an Eligible
Account.
"Distribution Date": The 25th day of any month, or if such
25th day is not a Business Day, the next succeeding Business
Day, commencing in
_____, ___.
"Due Date": With respect to each Distribution Date, the
first
day of the calendar month in which such Distribution Date
occurs, which is the
day of the month on which the Monthly Payment is due on a
Mortgage Loan,
exclusive of any days of grace.
"Due Period": With respect to any Distribution Date, the
period from and including the second day of the month
immediately preceding the
month in which such Distribution Date occurs to and including
the related Due
Date.
"Eligible Account": Any of (i) an account or accounts
maintained with a Depository Institution or trust company, the
short-term
unsecured debt obligations of which are rated "P-1" by Moody's,
"F-1" by Fitch,
"R-1" by DBRS and "A-1+" by S&P (or comparable ratings if
Moody's, Fitch, DBRS
and S&P are not the Rating Agencies) at the time any amounts
are held on deposit
therein, (ii) an account or accounts the deposits in which are
fully insured by
the FDIC or (iii) a trust account or accounts maintained with
the corporate
trust department of a federal or state chartered depository
institution or trust
company acting in its fiduciary capacity. Eligible Accounts may
bear interest.
"ERISA": The Employee Retirement Income Security Act of
1974,
as amended.
"Escrow Account": The account or accounts created and
maintained pursuant to Section 3.04(c).
"Escrow Payments": The amounts constituting taxes, and/or
fire
and hazard insurance premiums escrowed by the Mortgagor with the
mortgagee
pursuant to a voluntary escrow agreement related to any Mortgage
Loan.
"Estate in Real Property": A fee simple estate or leasehold
estate in a parcel of land.
"Expense Adjusted Net Maximum Mortgage Rate": With respect
to
any Mortgage Loan (or the related REO Property), as of any date
of
determination, a per annum rate of interest equal to the
applicable Maximum
Mortgage Rate (or the Mortgage Rate for such Mortgage Loan in
the case of any
Fixed-Rate Mortgage Loan) as of the first day of the month
preceding the month
in which the Distribution Date occurs minus the sum of (i) the
Servicing Fee
Rate, (ii) the Trustee Fee Rate and (iii) the Custodian Fee
Rate.
"Expense Adjusted Net Mortgage Rate": With respect to any
Mortgage Loan (or the related REO Property), as of any date of
determination, a
per annum rate of interest equal to the applicable Mortgage Rate
thereon as of
the first day of the month preceding the month in which the
Distribution Date
occurs minus the sum of (i) the Servicing Fee Rate, (ii) the
Trustee Fee Rate
and (iii) the Custodian Fee Rate.
"Extraordinary Trust Fund Expense": Any amounts reimbursable
to the Trustee or any director, officer, employee or agent of
the Trustee, from
the Trust Fund pursuant to Section 8.05, any amounts payable
from the
Distribution Account in respect of taxes pursuant to Section
10.01(g)(iii) and
any amounts payable by the Trustee for the recording of the
Assignments pursuant
to Section 2.01.
"Fannie Mae": Fannie Mae, formally known as the Federal
National Mortgage Association, or any successor thereto.
"FDIC": Federal Deposit Insurance Corporation or any
successor
thereto.
"FICO" means Fair Isaac & Co., or any successor thereto.
"Final Recovery Determination": With respect to any
defaulted
Mortgage Loan or any REO Property (other than a Mortgage Loan or
REO Property
purchased by the Originator, the Seller, the Depositor or the
Servicer pursuant
to or as contemplated by Section 2.03, Section 3.16 or Section
9.01), a
determination made by the Servicer that all Insurance Proceeds,
Liquidation
Proceeds and other payments or recoveries which the Servicer, in
its reasonable
good faith judgment, expects to be finally recoverable in
respect thereof have
been so recovered. The Servicer shall maintain records, prepared
by a Servicing
Officer, of each Final Recovery Determination made thereby.
"Fitch": Fitch, Inc., or its successor in interest.
"Fixed-Rate Mortgage Loan": Each of the Mortgage Loans
identified on the Mortgage Loan Schedule as having a fixed
Mortgage Rate.
"Formula Rate": For any Distribution Date and each Class of
Adjustable-Rate Certificates, the lesser of (i) One-Month LIBOR
plus the related
Certificate Margin and (ii) the related Maximum Cap Rate.
"Freddie Mac": Freddie Mac, formally known as the Federal
Home
Loan Mortgage Corporation, or any successor thereto.
"Gross Margin": With respect to each Adjustable-Rate
Mortgage
Loan, the fixed percentage set forth in the related Mortgage
Note that is added
to the Index on each Adjustment Date in accordance with the
terms of the related
Mortgage Note to determine the Mortgage Rate for such
Adjustable-Rate Mortgage
Loan.
"Highest Priority" As of any date of determination, the
Class
of Subordinate Certificates then outstanding with a Certificate
Principal
Balance greater than zero, with the highest priority for
payments pursuant to
Section 4.01, in the following order of decreasing priority: the
Class M-1
Certificates, the Class M-2 Certificates, the Class M-3
Certificates, the Class
B-1 Certificates, the Class B-2 Certificates, the Class B-3
Certificates and the
Class B-4 Certificates.
["HOEPA": The Home Ownership and Equity Protection Act of
1994.]
"Indenture": An indenture relating to the issuance of notes
secured by all or a portion of the Class C Certificates, the
Class P
Certificates and/or the Residual Certificates, which may or may
not be
guaranteed by an insurer.
"Independent": When used with respect to any specified
Person,
any such Person who (a) is in fact independent of the Depositor,
the Servicer,
the Seller, the Originator and their respective Affiliates, (b)
does not have
any direct financial interest in or any material indirect
financial interest in
the Depositor, the Seller, the Originator, the Servicer or any
Affiliate thereof
and (c) is not connected with the Depositor, the Seller, the
Originator, the
Servicer or any Affiliate thereof as an officer, employee,
promoter,
underwriter, trustee, partner, director or Person performing
similar functions;
provided, however, that a Person shall not fail to be
Independent of the
Depositor, the Seller, the Originator, the Servicer or any
Affiliate thereof
merely because such Person is the beneficial owner of 1% or less
of any class of
securities issued by the Depositor or the Servicer or any
Affiliate thereof, as
the case may be.
"Independent Contractor": Either (i) any Person (other than
the Servicer) that would be an "independent contractor" with
respect to REMIC I
within the meaning of Section 856(d)(3) of the Code if such
REMIC were a real
estate investment trust (except that the ownership tests set
forth in that
section shall be considered to be met by any Person that owns,
directly or
indirectly, 35% or more of any Class of Certificates), so long
as such REMIC
does not receive or derive any income from such Person and
provided that the
relationship between such Person and such REMIC is at arm's
length, all within
the meaning of Treasury Regulation Section 1.856-4(b)(5), or
(ii) any other
Person (including the Servicer) if the Trustee has received an
Opinion of
Counsel to the effect that the taking of any action in respect
of any REO
Property by such Person, subject to any conditions therein
specified, that is
otherwise herein contemplated to be taken by an Independent
Contractor shall not
cause such REO Property to cease to qualify as "foreclosure
property" within the
meaning of Section 860G(a)(8) of the Code (determined without
regard to the
exception applicable for purposes of Section 860D(a) of the
Code), or cause any
income realized in respect of such REO Property to fail to
qualify as Rents from
Real Property.
"Index": With respect to each Adjustable-Rate Mortgage Loan
and each related Adjustment Date, [the average of the interbank
offered rates
for six-month United States dollar deposits in the London market
as published in
THE WALL STREET JOURNAL and as most recently available as of the
first business
day 45 days or more prior to such Adjustment Date, as specified
in the related
Mortgage Note].
"Insurance Proceeds": Proceeds of any title policy, hazard
policy or other insurance policy covering a Mortgage Loan, to
the extent such
proceeds are not to be applied to the restoration of the related
Mortgaged
Property or released to the Mortgagor in accordance with the
procedures that the
Servicer would follow in servicing mortgage loans held for its
own account,
subject to the terms and conditions of the related Mortgage Note
and Mortgage.
"Interest Accrual Period": With respect to any Distribution
Date and the Adjustable-Rate Certificates, the period from and
including the
Distribution Date in the month immediately preceding the month
in which such
Distribution Date occurs (or, in the case of the first
Distribution Date, from
and including the Closing Date) to and including the day
preceding such
Distribution Date. With respect to any Distribution Date and the
Class C
Certificates and the REMIC I Regular Interests, the one-month
period ending on
the last day of the calendar month preceding the month in which
such
Distribution Date occurs.
"Interest Carry Forward Amount": With respect to any
Distribution Date and the Class A Certificates or any Class of
Subordinate
Certificates, the sum of (i) the amount, if any, by which (a)
the Interest
Distribution Amount for such Class of Certificates as of the
immediately
preceding Distribution Date exceeded (b) the actual amount
distributed on such
Class of Certificates in respect of interest on such immediately
preceding
Distribution Date and (ii) the amount of any Interest Carry
Forward Amount for
such Class of Certificates remaining undistributed from the
previous
Distribution Date, plus accrued interest thereon calculated at
the related
Pass-Through Rate for the most recently ended Interest Accrual
Period.
"Interest Determination Date": With respect to the
Adjustable-Rate Certificates, and solely for purposes of
calculating the Marker
Rate, REMIC I Regular Interest A, REMIC I Regular Interest M1,
REMIC I Regular
Interest M2, REMIC I Regular Interest M3, REMIC I Regular
Interest B1, REMIC I
Regular Interest B2, REMIC I Regular Interest B3, and REMIC I
Regular Interest
B4 and any Interest Accrual Period therefor, the second LIBOR
Business Day
preceding the commencement of such Interest Accrual Period.
"Interest Distribution Amount": With respect to any
Distribution Date and the Class A Certificates, any Class of
Subordinate
Certificates or the Class C Certificates, the aggregate Accrued
Certificate
Interest on the Certificates of such Class for such Distribution
Date.
"Interest Remittance Amount": With respect to any
Distribution
Date, that portion of the Available Distribution Amount for such
Distribution
Date that represents interest received or advanced on the
Mortgage Loans.
"Investment Account": As defined in Section 3.06.
"Late Collections": With respect to any Mortgage Loan for
which a P&I Advance or Servicing Advance was made, all
amounts received
subsequent to the date on which such P&I Advance or
Servicing Advance was made,
whether as late payments of Monthly Payments or as Insurance
Proceeds,
Liquidation Proceeds, Subsequent Recoveries or otherwise, which
represent late
payments or collections of principal and/or interest due
(without regard to any
acceleration of payments under the related Mortgage and Mortgage
Note) but that
were Delinquent the date on which such P&I Advance or
Servicing Advance was
made, and not previously recovered.
"LIBOR Business Day": Any day on which banks in the City of
London and City of New York are open and conducting transactions
in United
States dollars.
"Liquidation Event": With respect to any Mortgage Loan, any
of
the following events: (i) such Mortgage Loan is paid in full;
(ii) a Final
Recovery Determination is made as to such Mortgage Loan; or
(iii) such Mortgage
Loan is removed from REMIC I by reason of its being purchased,
sold or replaced
pursuant to or as contemplated by Section 2.03, Section 3.16 or
Section 9.01.
With respect to any REO Property, either of the following
events: (i) a Final
Recovery Determination is made as to such REO Property; or (ii)
such REO
Property is removed from REMIC I by reason of its being
purchased pursuant to
Section 9.01.
"Liquidation Proceeds": The amount (other than Insurance
Proceeds or amounts received in respect of the rental of any REO
Property prior
to REO Disposition) received by the Servicer in connection with
(i) the taking
of all or a part of a Mortgaged Property by exercise of the
power of eminent
domain or condemnation, (ii) the liquidation of a defaulted
Mortgage Loan
through a trustee's sale, foreclosure sale or otherwise or (iii)
the repurchase,
substitution or sale of a Mortgage Loan or an REO Property
pursuant to or as
contemplated by Section 2.03, Section 3.13, Section 3.16 or
Section 9.01.
"Loan-to-Value Ratio": As of any date of determination and
with respect to first lien Mortgage Loans, the fraction,
expressed as a
percentage, the numerator of which is the Stated Principal
Balance of the
related Mortgage Loan at such date and the denominator of which
is the Value of
the related Mortgaged Property.
"Lost Note Affidavit": With respect to any Mortgage Loan as
to
which the original Mortgage Note has been permanently lost,
misplaced or
destroyed and has not been replaced, an affidavit from the
Originator certifying
that the original Mortgage Note has been lost, misplaced or
destroyed (together
with a copy of the related Mortgage Note) and indemnifying the
Trust Fund
against any loss, cost or liability resulting from the failure
to deliver the
original Mortgage Note, substantially in the form of Exhibit B
hereto.
"Marker Rate": With respect to the Class C Certificates and
any Distribution Date, a per annum rate equal to two (2) times
the weighted
average of the REMIC I Remittance Rate for REMIC I Regular
Interest A, REMIC I
Regular Interest M1, REMIC I Regular Interest M2, REMIC I
Regular Interest M3,
REMIC I Regular Interest B1, REMIC I Regular Interest B2, REMIC
I Regular
Interest B3, REMIC I Regular Interest B4 and REMIC I Regular
Interest ZZ, with
the rate on each such REMIC I Regular Interest (other than REMIC
I Regular
Interest ZZ) subject to the lesser of (i) LIBOR plus the related
Certificate
Margin and (ii) the Net WAC Pass-Through Rate for the purpose of
this
calculation for such Distribution Date and with the rate on
REMIC I Regular
Interest ZZ subject to a cap of zero for the purpose of this
calculation;
provided, however, that solely for this purpose, calculations of
the REMIC I
Remittance Rate and the related caps with respect to REMIC I
Regular Interest A,
REMIC I Regular Interest M1, REMIC I Regular Interest M2, REMIC
I Regular
Interest M3, REMIC I Regular Interest B1, REMIC I Regular
Interest B2, REMIC I
Regular Interest B3 and REMIC I Regular Interest B4 shall be
multiplied by a
fraction, the numerator of which is the actual number of days in
the Interest
Accrual Period and the denominator of which is 30.
"Maximum Cap Rate": For any Distribution Date with respect
to
the Class A Certificates and the Subordinate Certificates, a per
annum rate
equal to the product of (x) the weighted average of the Expense
Adjusted Net
Maximum Mortgage Rates of the Mortgage Loans, weighted on the
basis of the
outstanding Stated Principal Balances of the Mortgage Loans as
of the first day
of the month preceding the month of such Distribution Date
(after giving effect
to scheduled payments of principal due during the related Due
Period, to the
extent received or advanced, and unscheduled collections of
principal received
during the related Prepayment Period) and (y) a fraction, the
numerator of which
is 30 and the denominator of which is the actual number of days
elapsed in the
related Interest Accrual Period.
"Maximum Uncertificated Interest Deferral Amount": With
respect to any Distribution Date, the excess of (i) accrued
interest at the
REMIC I Remittance Rate applicable to REMIC I Regular Interest
ZZ for such
Distribution Date on a balance equal to the Uncertificated
Balance of REMIC I
Regular Interest ZZ minus the REMIC I Overcollateralization
Amount, in each case
for such Distribution Date, over (ii) Uncertificated Interest on
REMIC I Regular
Interest A, REMIC I Regular Interest M1, REMIC I Regular
Interest M2, REMIC I
Regular Interest M3, REMIC I Regular Interest B1, REMIC I
Regular Interest B2,
REMIC I Regular Interest B3 and REMIC I Regular Interest B4 for
such
Distribution Date, with the rate on each such REMIC I Regular
Interest subject
to a cap equal to the lesser of (i) One-Month LIBOR plus the
related Certificate
Margin and (ii) the related Net WAC Pass-Through Rate; provided,
however, that
solely for this purpose, calculations of the REMIC I Remittance
Rate and the
related caps with respect to each such REMIC I Regular Interest
(other than
REMIC I Regular Interest ZZ) shall be multiplied by a fraction,
the numerator of
which is the actual number of days in the Interest Accrual
Period and the
denominator of which is 30.
"Maximum Mortgage Rate": With respect to each
Adjustable-Rate
Mortgage Loan, the percentage set forth in the related Mortgage
Note as the
maximum Mortgage Rate thereunder.
"Minimum Mortgage Rate": With respect to each
Adjustable-Rate
Mortgage Loan, the percentage set forth in the related Mortgage
Note as the
minimum Mortgage Rate thereunder.
"MERS": Mortgage Electronic Registration Systems, Inc., a
corporation organized and existing under the laws of the State
of Delaware, or
any successor thereto.
"MERS Mortgage Loan": Any Mortgage Loan registered with MERS
on the MERS(R) System.
"MERS(R) System": The system of recording transfers of
mortgages electronically maintained by MERS.
"Monthly Payment": With respect to any Mortgage Loan, the
scheduled monthly payment of principal and interest on such
Mortgage Loan which
is payable by the related Mortgagor from time to time under the
related Mortgage
Note, determined: (a) after giving effect to (i) any Deficient
Valuation and/or
Debt Service Reduction with respect to such Mortgage Loan and
(ii) any reduction
in the amount of interest collectible from the related Mortgagor
pursuant to the
Relief Act; (b) without giving effect to any extension granted
or agreed to by
the Servicer pursuant to Section 3.02; and (c) on the assumption
that all other
amounts, if any, due under such Mortgage Loan are paid when
due.
"Moody's": Moody's Investors Service, Inc., or its successor
in interest.
"Mortgage": The mortgage, deed of trust or other instrument
creating a first lien or second lien on a Mortgaged Property
securing a Mortgage
Note.
"Mortgage File": The mortgage documents listed in Section
2.01
pertaining to a particular Mortgage Loan and any additional
documents required
to be added to the Mortgage File pursuant to this Agreement.
"Mortgage Loan": Each mortgage loan transferred and assigned
to the Trustee pursuant to Section 2.01 or Section 2.03(d) of
this Agreement as
held from time to time as a part of REMIC I, the Mortgage Loans
so held being
identified in the Mortgage Loan Schedule.
"Mortgage Loan Purchase Agreement": The agreement between
the
Seller and the Depositor, regarding the transfer of the Mortgage
Loans by the
Seller to or at the direction of the Depositor, or the agreement
between the
Seller and the Originator, regarding the transfer of the
Mortgage Loans by the
Originator to or at the direction of the Seller, as applicable,
each
substantially in the form of Exhibit D annexed hereto.
"Mortgage Loan Schedule": As of any date, the list of
Mortgage
Loans included in REMIC I on such date, attached hereto as
Schedule 1. The
Mortgage Loan Schedule shall set forth the following information
with respect to
each Mortgage Loan:
(1) the Originator's Mortgage Loan identifying number;
(2) [Reserved];
(3) the state and zip code of the Mortgaged Property;
(4) a code indicating whether the Mortgaged Property is
owner-occupied;
(5) the type of Residential Dwelling constituting the
Mortgaged Property;
(6) the original months to maturity;
(7) the Loan-to-Value Ratio or Combined Loan-to-Value Ratio
at
origination;
(8) the Mortgage Rate in effect immediately following the
Cut-off Date;
(9) the date on which the first Monthly Payment was due on
the
Mortgage Loan;
(10) the stated maturity date;
(11) the amount of the Monthly Payment due on the first Due
Date after the Cut-off Date;
(12) the last Due Date on which a Monthly Payment was
actually
applied to the unpaid Stated Principal Balance;
(13) the original principal amount of the Mortgage Loan;
(14) the Scheduled Principal Balance of the Mortgage Loan as
of the close of business on the Cut-off Date;
(15) a code indicating the purpose of the Mortgage Loan
(I.E.,
purchase, refinance cashout, or refinance no cashout);
(16) the [risk grade assigned] by the Originator;
(17) the Value of the Mortgaged Property;
(18) the purchase price of the Mortgaged Property, if
applicable;
(19) the FICO score of the primary Mortgagor;
(20) a code indicating whether a Prepayment Charge is
applicable and if so, the term and the amount of such
Prepayment
Charge;
(21) a code indicating the type of Mortgage Loan (E.G.,
balloon loan, interest only loan);
(22) a code indicating the documentation program (I.E., Full
Documentation, Limited Documentation or Stated Income);
(23) the Mortgage Rate at origination; and
(24) with respect to the Adjustable-Rate Mortgage Loans:
(i) the Gross Margin;
(ii) the Maximum Mortgage Rate;
(iii) the Minimum Mortgage Rate;
(iv) the Periodic Rate Cap;
(v) the maximum first Adjustment Date Mortgage
Rate adjustment; and
(vi) the first Adjustment Date immediately
following the Cut-off Date.
The Mortgage Loan Schedule shall set forth the following
information with respect to the Mortgage Loans and in the
aggregate as of the
Cut-off Date: (1) the number of Mortgage Loans; (2) the current
aggregate Stated
Principal Balance of the Mortgage Loans; (3) the weighted
average Mortgage Rate
of the Mortgage Loans; and (4) the weighted average remaining
term to maturity
of the Mortgage Loans. The Mortgage Loan Schedule shall be
amended from time to
time by the Depositor in accordance with the provisions of this
Agreement. With
respect to any Qualified Substitute Mortgage Loan, the Cut-off
Date shall refer
to the related Cut-off Date for such Mortgage Loan, determined
in accordance
with the definition of Cut-off Date herein.
"Mortgage Note": The original executed note or other
evidence
of the indebtedness of a Mortgagor under a Mortgage Loan,
including any riders
thereto.
"Mortgage Pool": The pool of Mortgage Loans, identified on
Schedule 1 from time to time, and any REO Properties acquired in
respect
thereof.
"Mortgage Rate": With respect to each Mortgage Loan, the
annual rate at which interest accrues on such Mortgage Loan from
time to time in
accordance with the provisions of the related Mortgage Note,
which rate (i) with
respect to each Fixed-Rate Mortgage Loan shall remain constant
at the rate set
forth in the Mortgage Loan Schedule as the Mortgage Rate in
effect immediately
following the Cut-off Date and (ii) with respect to the
Adjustable-Rate Mortgage
Loans, (A) as of any date of determination until the first
Adjustment Date
following the Cut-off Date shall be the rate set forth in the
Mortgage Loan
Schedule as the Mortgage Rate in effect immediately following
the Cut-off Date
and (B) as of any date of determination thereafter shall be the
rate as adjusted
on the most recent Adjustment Date equal to the sum, rounded to
the nearest
0.125% as provided in the Mortgage Note, of the Index, as most
recently
available as of a date prior to the Adjustment Date as set forth
in the related
Mortgage Note, plus the related Gross Margin; provided that the
Mortgage Rate on
such Adjustable-Rate Mortgage Loan on any Adjustment Date shall
never be more
than the lesser of (i) the sum of the Mortgage Rate in effect
immediately prior
to the Adjustment Date plus the related Periodic Rate Cap, if
any, and (ii) the
related Maximum Mortgage Rate, and shall never be less than the
greater of (i)
the Mortgage Rate in effect immediately prior to the Adjustment
Date less the
Periodic Rate Cap, if any, and (ii) the related Minimum Mortgage
Rate. With
respect to each Mortgage Loan that becomes an REO Property, as
of any date of
determination, the annual rate determined in accordance with the
immediately
preceding sentence as of the date such Mortgage Loan became an
REO Property.
"Mortgaged Property": The underlying property identified in
the related Mortgage as securing a Mortgage Loan, including any
REO Property,
consisting of an Estate in Real Property improved by a
Residential Dwelling
(excluding for purposes of construing the representations or
warranties made in
the Mortgage Loan Purchase Agreement, any improvements thereupon
not considered
by the appraiser in determining the Value of such Mortgaged
Property).
"Mortgagor": The obligor(s) on a Mortgage Note.
"Net Monthly Excess Cashflow": With respect to any
Distribution Date, the sum of (i) the excess of (x) the
Available Distribution
Amount for such Distribution Date over (y) the sum for such
Distribution Date of
(A) the Class A Interest Distribution Amount, (B) the Interest
Distribution
Amounts distributable to the Subordinate Certificates and (C)
the Principal
Remittance Amount and (ii) any Overcollateralization Reduction
Amount for such
Distribution Date.
"Net Mortgage Rate": With respect to any Mortgage Loan (or
the
related REO Property) as of any date of determination, a per
annum rate of
interest equal to the then applicable Mortgage Rate for such
Mortgage Loan minus
the Servicing Fee Rate.
"Net WAC Pass-Through Rate": For any Distribution Date with
respect to the Class A Certificates and the Subordinate
Certificates, a per
annum rate equal to the product of (x) (a) the weighted average
of the Expense
Adjusted Net Mortgage Rates of the Mortgage Loans, weighted on
the basis of the
outstanding Stated Principal Balances of the Mortgage Loans as
of the first day
of the month preceding the month of such Distribution Date
(after giving effect
to scheduled payments of principal due during the related Due
Period, to the
extent received or advanced, and unscheduled collections of
principal received
during the related Prepayment Period) and (y) a fraction, the
numerator of which
is 30 and the denominator of which is the actual number of days
elapsed in the
related Interest Accrual Period; for federal income tax
purposes, however, the
equivalent of the foregoing, expressed as the weighted average
of the REMIC I
Remittance Rate on the REMIC I Regular Interests, weighted on
the basis of the
Uncertificated Balance of each such REMIC I Regular
Interest.
"Net WAC Rate Carryover Amount": With respect to the Class A
Certificates and any Class of the Subordinate Certificates and
any Distribution
Date, the sum of (A) the excess, if any, of (i) the amount of
interest such
Certificates would have accrued for such Distribution Date had
the applicable
Pass-Through Rate been calculated at the related Formula Rate,
over (ii) the
amount of interest accrued on such Certificates at the related
Net WAC
Pass-Through Rate for such Distribution Date and (B) the related
Net WAC Rate
Carryover Amount for the previous Distribution Date not
previously paid,
together with interest thereon at a rate equal to the related
Formula Rate
applicable for such Class in each case for the Interest Accrual
Period for the
current Distribution Date.
"Net WAC Rate Carryover Reserve Account": The Net WAC Rate
Carryover Reserve Account established and maintained pursuant to
Section 4.09.
"Net WAC Rate Carryover Reserve Account Deposit": With
respect
to the Net WAC Rate Carryover Reserve Account, an amount equal
to $5,000, which
the Depositor shall deposit into the Net WAC Rate Carryover
Reserve Account
pursuant to Section 4.09 hereof.
"New Lease": Any lease of REO Property entered into on
behalf
of REMIC I, including any lease renewed or extended on behalf of
REMIC I, if
REMIC I has the right to renegotiate the terms of such
lease.
"Nonrecoverable Advance": Any P&I Advance previously made
or
proposed to be made in respect of a Mortgage Loan or REO
Property that, in the
good faith business judgment of the Servicer, will not or, in
the case of a
proposed P&I Advance, would not be ultimately recoverable
from related Late
Collections, Insurance Proceeds or Liquidation Proceeds on such
Mortgage Loan or
REO Property as provided herein.
"Nonrecoverable Servicing Advance": Any Servicing Advance
previously made or proposed to be made in respect of a Mortgage
Loan or REO
Property that, in the good faith business judgment of the
Servicer, will not or,
in the case of a proposed Servicing Advance, would not be
ultimately recoverable
from related Late Collections, Insurance Proceeds or Liquidation
Proceeds on
such Mortgage Loan or REO Property as provided herein.
"Non-United States Person": Any Person other than a United
States Person.
"Notional Amount": With respect to the Class C Certificates
and any Distribution Date, the aggregate Uncertificated Balance
of the REMIC I
Regular Interests (other than REMIC I Regular Interest P),
immediately prior to
such Distribution Date.
"Officers' Certificate": With respect to the Depositor, a
certificate signed by the President, Vice President or
Secretary. With respect
to the Servicer, any officer who is authorized to act for the
Servicer in
matters relating to this Agreement, and whose action is binding
upon the
Servicer, initially including those individuals whose names
appear on the list
of authorized officers delivered at the closing. "One-Month
LIBOR": With respect
to the Adjustable-Rate Certificates, REMIC I Regular Interest A,
REMIC I Regular
Interest M1, REMIC I Regular Interest M2, REMIC I Regular
Interest M3, REMIC I
Regular Interest B1, REMIC I Regular Interest B2, REMIC I
Regular Interest B3
and REMIC I Regular Interest B4 and any Interest Accrual Period
therefor, the
rate determined by the Trustee on the related Interest
Determination Date on the
basis of the offered rate for one-month U.S. dollar deposits, as
such rate
appears on Telerate Page 3750 as of 11:00 a.m. (London time) on
such Interest
Determination Date; provided that if such rate does not appear
on Telerate Page
3750, the rate for such date shall be determined on the basis of
the offered
rates of the Reference Banks for one-month U.S. dollar deposits,
as of 11:00
a.m. (London time) on such Interest Determination Date. In such
event, the
Trustee shall request the principal London office of each of the
Reference Banks
to provide a quotation of its rate. If on such Interest
Determination Date, two
or more Reference Banks provide such offered quotations,
One-Month LIBOR for the
related Interest Accrual Period shall be the arithmetic mean of
such offered
quotations (rounded upwards, if necessary, to the nearest whole
multiple of
1/16%). If on such Interest Determination Date, fewer than two
Reference Banks
provide such offered quotations, One-Month LIBOR for the related
Interest
Accrual Period shall be the higher of (i) LIBOR as determined on
the previous
Interest Determination Date and (ii) the Reserve Interest Rate.
Notwithstanding
the foregoing, if, under the priorities described above, LIBOR
for an Interest
Determination Date would be based on LIBOR for the previous
Interest
Determination Date for the third consecutive Interest
Determination Date, the
Trustee shall select, after consultation with the Depositor, an
alternative
comparable index (over which the Trustee has no control), used
for determining
one-month Eurodollar lending rates that is calculated and
published (or
otherwise made available) by an independent party.
"Opinion of Counsel": A written opinion of counsel, who may,
without limitation, be salaried counsel for the Depositor or the
Servicer
acceptable to the Trustee if such opinion is delivered to the
Trustee, except
that any opinion of counsel relating to (a) the qualification of
any Trust REMIC
as a REMIC or (b) compliance with the REMIC Provisions must be
an opinion of
Independent outside counsel.
"Optional Termination Date": The first Distribution Date on
which the aggregate Stated Principal Balance of the Mortgage
Loans and REO
Properties remaining in the Trust Fund is reduced to an amount
less than 10% of
the aggregate Stated Principal Balance of the Mortgage Loans as
of the Cut-off
Date.
"Originator": _________.
"Overcollateralization Amount": With respect to any
Distribution Date, the excess, if any, of (a) the aggregate
Stated Principal
Balances of the Mortgage Loans and REO Properties immediately
following such
Distribution Date (after giving effect to scheduled payments of
principal due
during the related Due Period, to the extent received or
advanced, and
unscheduled collections of principal received during the related
Prepayment
Period), over (b) the sum of the aggregate Certificate Principal
Balance of the
Class A Certificates, the Subordinate Certificates and the Class
P Certificates
as of such Distribution Date (after giving effect to
distributions to be made on
such Distribution Date).
"Overcollateralization Increase Amount": With respect to any
Distribution Date, the lesser of (a) the excess, if any, of (i)
the
Overcollateralization Target Amount applicable to such
Distribution Date over
(ii) the Overcollateralization Test Amount applicable to such
Distribution Date
and (b) the Net Monthly Excess Cashflow for such Distribution
Date.
"Overcollateralization Reduction Amount": With respect to
any
Distribution Date, an amount equal to the lesser of (a) the
excess, if any, of
(i) the Overcollateralization Test Amount for such Distribution
Date over (ii)
the Overcollateralization Target Amount for such Distribution
Date and (b) the
Principal Remittance Amount.
"Overcollateralization Target Amount": With respect to any
Distribution Date (i) prior to the Stepdown Date, ___% of the
aggregate Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date,
(ii) on or after
the Stepdown Date provided a Trigger Event is not in effect, the
greater of (x)
___% of the aggregate Stated Principal Balance of the Mortgage
Loans as of the
last day of the related Due Period (after giving effect to
scheduled payments of
principal due during the related Due Period, to the extent
received or advanced
and unscheduled collections of principal received during the
related Prepayment
Period) and (y) $____, or (iii) on or after the Stepdown Date
and if a Trigger
Event is in effect, the Overcollateralization Target Amount for
the immediately
preceding Distribution Date. Notwithstanding the foregoing, on
and after any
Distribution Date following the reduction of the aggregate
Certificate Principal
Balance of the Class A Certificates and the Subordinate
Certificates to zero,
the Overcollateralization Target Amount shall be zero.
"Overcollateralization Test Amount": With respect to any
Distribution Date, the excess, if any, of (a) the aggregate
Stated Principal
Balances of the Mortgage Loans and REO Properties immediately
following such
Distribution Date (after giving effect to scheduled payments of
principal due
during the related Due Period, to the extent received or
advanced, and
unscheduled collections of principal received during the related
Prepayment
Period), over (b) the sum of the aggregate Certificate Principal
Balance of the
Class A Certificates, the Subordinate Certificates and the Class
P Certificates
immediately preceding such Distribution Date minus the Principal
Remittance
Amount for such Distribution Date.
"Ownership Interest": As to any Certificate, any ownership
or
security interest in such Certificate, including any interest in
such
Certificate as the Holder thereof and any other interest
therein, whether direct
or indirect, legal or beneficial, as owner or as pledgee.
"P&I Advance": As to any Mortgage Loan or REO Property,
any
advance made by the Servicer or a successor Servicer in respect
of any
Distribution Date representing the aggregate of all payments of
principal (other
than Balloon Payments) and interest, net of the Servicing Fee,
that were due
during the related Due Period on the Mortgage Loans and that
were delinquent on
the related Determination Date, plus certain amounts
representing assumed
payments not covered by any current net income on the Mortgaged
Properties
acquired by foreclosure or deed in lieu of foreclosure as
determined pursuant to
Section 4.03.
"Pass-Through Rate": With respect to any Class of
Adjustable-Rate Certificates and any Distribution Date, the
least of (x)
One-Month LIBOR plus the related Certificate Margin for such
Distribution Date,
(y) the Maximum Cap Rate for such Distribution Date and (z) the
Net WAC
Pass-Through Rate for such Distribution Date.
With respect to the Class C Certificates and any
Distribution
Date, a rate per annum equal to the percentage equivalent of a
fraction, the
numerator of which is (x) the sum of (i) 100% of the interest on
REMIC I Regular
Interest P and (ii) interest on the Uncertificated Balance of
each REMIC I
Regular Interest listed in clause (y) at a rate equal to the
related REMIC I
Remittance Rate minus the Marker Rate and the denominator of
which is (y) the
aggregate Uncertificated Balance of REMIC I Regular Interests
AA, A, M1, M2, M3,
B1, B2, B3, B4 and ZZ.
"Percentage Interest": With respect to any Class of
Certificates (other than the Residual Certificates), the
undivided percentage
ownership in such Class evidenced by such Certificate, expressed
as a
percentage, the numerator of which is the initial Certificate
Principal Balance
or Notional Amount represented by such Certificate and the
denominator of which
is the aggregate initial Certificate Principal Balance or
Notional Amount of all
of the Certificates of such Class. The Class A Certificates and
the Subordinate
Certificates (other than the Class B-4 Certificates) are
issuable only in
minimum Percentage Interests corresponding to minimum initial
Certificate
Principal Balances of $25,000 and integral multiples of $1.00 in
excess thereof.
The Class B-4 Certificates are issuable only in minimum
Percentage Interests
corresponding to minimum initial Certificate Principal Balances
of $50,000 and
integral multiples of $1.00 in excess thereof. The Class P
Certificates are
issuable only in minimum Percentage Interests corresponding to
minimum initial
Certificate Principal Balances of $20 and integral multiples
thereof. The Class
C Certificates are issuable only in minimum Percentage Interests
corresponding
to minimum initial Notional Amount of $10,000 and integral
multiples of $1.00 in
excess thereof; provided, however, that a single Certificate of
such Class of
Certificates may be issued having a Percentage Interest
corresponding to the
remainder of the aggregate initial Certificate Principal Balance
or Notional
Amount of such Class or to an otherwise authorized denomination
for such Class
plus such remainder. With respect to any Residual Certificate,
the undivided
percentage ownership in such Class evidenced by such
Certificate, as set forth
on the face of such Certificate. The Residual Certificates are
issuable in
Percentage Interests of 20% and multiples thereof.
"Periodic Rate Cap": With respect to each Adjustable-Rate
Mortgage Loan and any Adjustment Date therefor, the fixed
percentage set forth
in the related Mortgage Note, which is the maximum amount by
which the Mortgage
Rate for such Mortgage Loan may increase or decrease (without
regard to the
Maximum Mortgage Rate or the Minimum Mortgage Rate) on such
Adjustment Date from
the Mortgage Rate in effect immediately prior to such Adjustment
Date.
"Permitted Investments": Any one or more of the following
obligations or securities acquired at a purchase price of not
greater than par,
regardless of whether issued by the Depositor, the Servicer, the
Trustee or any
of their respective Affiliates:
(i) direct obligations of, or obligations fully guaranteed
as
to timely payment of principal and interest by, the United
States or
any agency or instrumentality thereof, provided such obligations
are
backed by the full faith and credit of the United States;
(ii) demand and time deposits in, certificates of deposit
of,
or bankers' acceptances (which shall each have an original
maturity of
not more than 90 days and, in the case of bankers' acceptances,
shall
in no event have an original maturity of more than 365 days or
a
remaining maturity of more than 30 days) denominated in United
States
dollars and issued by, any Depository Institution;
(iii) repurchase obligations with respect to any security
described in clause (i) above entered into with a Depository
Institution (acting as principal);
(iv) securities bearing interest or sold at a discount that
are issued by any corporation incorporated under the laws of the
United
States of America or any state thereof and that are rated by
each
Rating Agency that rates such securities in its highest
long-term
unsecured rating categories at the time of such investment
or
contractual commitment providing for such investment;
(v) commercial paper (including both non-interest-bearing
discount obligations and interest-bearing obligations payable on
demand
or on a specified date not more than 30 days after the date
of
acquisition thereof) that is rated by each Rating Agency that
rates
such securities in its highest short-term unsecured debt
rating
available at the time of such investment; and
(vi) units of money market funds, including money market
funds
managed or advised by the Trustee or an Affiliate thereof, that
have
been rated "Aaa" by Moody's, "AAA" by Fitch, "AAA" by DBRS and
"AAAm"
by S&P (if rated by the respective Rating Agency);
provided, however, that no instrument described hereunder shall
evidence either
the right to receive (a) only interest with respect to the
obligations
underlying such instrument or (b) both principal and interest
payments derived
from obligations underlying such instrument and the interest and
principal
payments with respect to such instrument provide a yield to
maturity at par
greater than 120% of the yield to maturity at par of the
underlying obligations.
"Permitted Transferee": Any Transferee of a Residual
Certificate other than a Disqualified Organization or Non-United
States Person.
"Person": Any individual, corporation, limited liability
company, partnership, joint venture, association, joint-stock
company, trust,
unincorporated organization or government or any agency or
political subdivision
thereof.
"Plan": Any employee benefit plan or certain other
retirement
plans and arrangements, including individual retirement accounts
and annuities,
Keogh plans and bank collective investment funds and insurance
company general
or separate accounts in which such plans, accounts or
arrangements are invested,
that are subject to ERISA or Section 4975 of the Code.
"Prepayment Assumption": _____.
"Prepayment Charge": With respect to any Prepayment Period,
any prepayment premium, fee or charge payable by a Mortgagor in
connection with
any Principal Prepayment pursuant to the terms of the related
Mortgage Note as
from time to time held as a part of the Trust Fund, the
Prepayment Charges so
held being identified in the Prepayment Charge Schedule (other
than any Servicer
Prepayment Charge Payment Amount).
"Prepayment Charge Schedule": As of any date, the list of
Prepayment Charges included in the Trust Fund on such date,
attached hereto as
Schedule 2 (including the prepayment charge summary attached
thereto). The
Prepayment Charge Schedule shall set forth the following
information with
respect to each Prepayment Charge:
(i) the Mortgage Loan identifying number;
(ii) a code indicating the type of Prepayment Charge;
(iii) the date on which the first Monthly Payment was due on
the related Mortgage Loan;
(iv) the term of the related Prepayment Charge;
(v) the original Stated Principal Balance of the related
Mortgage Loan; and
(vi) the Stated Principal Balance of the related Mortgage
Loan
as of the Cut-off Date.
The Prepayment Charge Schedule shall be amended from time to
time by the Servicer in accordance with the provisions of this
Agreement and a
copy of such amended Prepayment Charge Schedule shall be
furnished by the
Servicer to the Trustee.
"Prepayment Interest Excess": With respect to any
Distribution
Date, for each Mortgage Loan that was the subject of a Principal
Prepayment in
full during the portion of the related Prepayment Period
occurring between the
first day of the calendar month in which such Distribution Date
occurs and the
Determination Date in the calendar month in which such
Distribution Date occurs,
an amount equal to interest (to the extent received) at the
applicable Net
Mortgage Rate on the amount of such Principal Prepayment for the
number of days
from and including the first day of the calendar month in which
such
Distribution Date occurs to and including the last date through
which interest
is collected from the related Mortgagor. To the extent not
otherwise retained by
the Servicer, the Servicer may withdraw such Prepayment Interest
Excess from the
Collection Account in accordance with Section 3.05(a)(iv).
"Prepayment Interest Shortfall": With respect to any
Distribution Date, for each Mortgage Loan that was the subject
of a Principal
Prepayment in full during the portion of the related Prepayment
Period occurring
between the first day of the related Prepayment Period and the
last day of the
calendar month preceding the month in which such Distribution
Date occurs, an
amount equal to interest at the applicable Net Mortgage Rate on
the amount of
such Principal Prepayment for the number of days from and
including the day
after the last date on which interest is collected from the
related Mortgagor to
and including the last day of the calendar month preceding such
Distribution
Date. The obligations of the Servicer in respect of any
Prepayment Interest
Shortfall are set forth in Section 4.03(e).
"Prepayment Period": With respect to any Distribution Date,
the period from and including the day after the Determination
Date in the
calendar month preceding the calendar month in which such
Distribution Date
occurs (or, in the case of the first Distribution Date, from and
including
______) to and including the Determination Date in the calendar
month in which
such Distribution Date occurs.
"Principal Distribution Amount": With respect to any
Distribution Date, the lesser of (a) the excess of the Available
Distribution
Amount over the aggregate of the Interest Distribution Amounts
payable to the
Class A and Subordinate Certificates on such Distribution Date,
and (b) the sum
of: (i) the Principal Remittance Amount for such Distribution
Date, and (ii) the
amount of any Overcollateralization Increase Amount for such
Distribution Date;
LESS (iii) the amount of any Overcollateralization Reduction
Amount for such
Distribution Date. In no event shall the Principal Distribution
Amount with
respect to any Distribution Date be (x) less than zero or (y)
greater than the
then outstanding aggregate Certificate Principal Balance of the
Class A and
Subordinate Certificates.
"Principal Prepayment": Any payment of principal made by the
Mortgagor on a Mortgage Loan which is received in advance of its
scheduled Due
Date and which is not accompanied by an amount of interest
representing the full
amount of scheduled interest due on any Due Date in any month or
months
subsequent to the month of prepayment.
"Principal Remittance Amount": With respect to any
Distribution Date, the sum of: (i) the principal portion of each
Monthly Payment
on the Mortgage Loans due during the related Due Period, to the
extent received
on or prior to the related Determination Date or advanced prior
to such
Distribution Date; (ii) the Stated Principal Balance of any
Mortgage Loan that
was purchased during the related Prepayment Period pursuant to
or as
contemplated by Section 2.03, Section 3.16 or Section 9.01 and
the amount of any
shortfall deposited in the Collection Account in connection with
the
substitution of a Deleted Mortgage Loan pursuant to Section 2.03
during the
related Prepayment Period; and (iii) the principal portion of
all other
unscheduled collections (including, without limitation,
Principal Prepayments,
Subsequent Recoveries, Insurance Proceeds, Liquidation Proceeds
and REO
Principal Amortization) received during the related Prepayment
Period on the
Mortgage Loans, net of any portion thereof that represents a
recovery of
principal for which a P&I Advance was made by the Servicer
pursuant to Section
4.03 in respect of a preceding Distribution Date.
["Prospectus Supplement": The Prospectus Supplement, dated
_____, relating to the public offering of the Class A
Certificates and
Subordinate Certificates (other than the Class B-4
Certificates).]
"PTCE": A Prohibited Transaction Class Exemption.
"Purchase Price": With respect to any Mortgage Loan or REO
Property to be purchased pursuant to or as contemplated by
Section 2.03, Section
3.16 or Section 9.01, and as confirmed by an Officers'
Certificate from the
Servicer to the Trustee, an amount equal to the sum of (i) 100%
of the Stated
Principal Balance thereof as of the date of purchase (or such
other price as
provided in Section 9.01), (ii) in the case of (x) a Mortgage
Loan, accrued
interest on such Stated Principal Balance at the applicable Net
Mortgage Rate in
effect from time to time from the Due Date as to which interest
was last covered
by a payment by the Mortgagor or a P&I Advance by the
Servicer, which payment or
P&I Advance had as of the date of purchase been distributed
pursuant to Section
4.01, through the end of the calendar month in which the
purchase is to be
effected and (y) an REO Property, the sum of (1) accrued
interest on such Stated
Principal Balance at the applicable Net Mortgage Rate in effect
from time to
time from the Due Date as to which interest was last covered by
a payment by the
Mortgagor or an advance by the Servicer through the end of the
calendar month
immediately preceding the calendar month in which such REO
Property was acquired
plus (2) REO Imputed Interest for such REO Property for each
calendar month
commencing with the calendar month in which such REO Property
was acquired and
ending with the calendar month in which such purchase is to be
effected, net of
the total of all net rental income, Insurance Proceeds,
Liquidation Proceeds and
P&I Advances that as of the date of purchase had been
distributed as or to cover
REO Imputed Interest pursuant to Section 4.01, (iii) any
unreimbursed Servicing
Advances and P&I Advances and any unpaid Servicing Fees
allocable to such
Mortgage Loan or REO Property, (iv) any amounts previously
withdrawn from the
Collection Account in respect of such Mortgage Loan or REO
Property pursuant to
Sections 3.05(a)(v) and 3.16 and (v) in the case of a Mortgage
Loan required to
be purchased pursuant to Section 2.03, expenses reasonably
incurred or to be
incurred by the Servicer or the Trustee in respect of the breach
or defect
giving rise to the purchase obligation, as well as any costs and
damages
incurred by the Trust Fund in connection with any violation by
such loan of any
predatory or abusive lending law.
"Qualified Substitute Mortgage Loan": A mortgage loan
substituted for a Deleted Mortgage Loan pursuant to the terms of
this Agreement
which must, on the date of such substitution, (i) have an
outstanding Stated
Principal Balance, after application of all scheduled payments
of principal and
interest due during or prior to the month of substitution, not
in excess of the
Scheduled Principal Balance of the Deleted Mortgage Loan as of
the Due Date in
the calendar month during which the substitution occurs, (ii)
have a Mortgage
Rate as of the Due Date in the calendar month during which the
substitution
occurs not less than (and not more than one percentage point in
excess of) the
Mortgage Rate of the Deleted Mortgage Loan, (iii) with respect
to any
Adjustable-Rate Mortgage Loan, have a Maximum Mortgage Rate not
less than the
Maximum Mortgage Rate on the Deleted Mortgage Loan, (iv) with
respect to any
Adjustable-Rate Mortgage Loan, have a Minimum Mortgage Rate not
less than the
Minimum Mortgage Rate of the Deleted Mortgage Loan, (v) with
respect to
Adjustable-Rate Mortgage Loan, have a Gross Margin equal to the
Gross Margin of
the Deleted Mortgage Loan, (vi) with respect to any
Adjustable-Rate Mortgage
Loan, have a next Adjustment Date not more than two months later
than the next
Adjustment Date on the Deleted Mortgage Loan, (vii) have a
remaining term to
maturity not greater than (and not more than one year less than)
that of the
Deleted Mortgage Loan, (viii) have the same Due Date as the Due
Date on the
Deleted Mortgage Loan, (ix) have a Loan-to-Value Ratio or
Combined Loan-to-Value
Ratio as of the date of substitution equal to or lower than the
Loan-to-Value
Ratio of the Deleted Mortgage Loan as of such date, (x) have a
risk grading
determined by the Originator at least equal to the risk grading
assigned on the
Deleted Mortgage Loan, (xi) have been underwritten or
reunderwritten by the
Originator in accordance with the same underwriting criteria and
guidelines as
the Deleted Mortgage Loan, (xii) have a Prepayment Charge
provision at least
equal to the Prepayment Charge provision of the Deleted Mortgage
Loan and (xiii)
conform to each representation and warranty set forth in Section
6 of the
Mortgage Loan Purchase Agreement applicable to the Deleted
Mortgage Loan. In the
event that one or more mortgage loans are substituted for one or
more Deleted
Mortgage Loans, the amounts described in clause (i) hereof shall
be determined
on the basis of aggregate Stated Principal Balances, the
Mortgage Rates
described in clause (ii) hereof shall be determined on the basis
of weighted
average Mortgage Rates, the terms described in clause (vii)
hereof shall be
determined on the basis of weighted average remaining terms to
maturity, the
Loan-to-Value Ratios described in clause (ix) hereof shall be
satisfied as to
each such mortgage loan, the risk gradings described in clause
(x) hereof shall
be satisfied as to each such mortgage loan and, except to the
extent otherwise
provided in this sentence, the representations and warranties
described in
clause (xiii) hereof must be satisfied as to each Qualified
Substitute Mortgage
Loan or in the aggregate, as the case may be.
"Rating Agency" or "Rating Agencies": [Moody's, Fitch and
S&P]
or their successors. If such agencies or their successors are no
longer in
existence, "Rating Agencies" shall be such nationally recognized
statistical
rating agencies, or other comparable Persons, designated by the
Depositor,
notice of which designation shall be given to the Trustee and
the Servicer.
"Realized Loss": With respect to each Mortgage Loan as to
which a Final Recovery Determination has been made, an amount
(not less than
zero) equal to (i) the unpaid Stated Principal Balance of such
Mortgage Loan as
of the commencement of the calendar month in which the Final
Recovery
Determination was made, plus (ii) accrued interest from the Due
Date as to which
interest was last paid by the Mortgagor through the end of the
calendar month in
which such Final Recovery Determination was made, calculated in
the case of each
calendar month during such period (A) at an annual rate equal to
the annual rate
at which interest was then accruing on such Mortgage Loan and
(B) on a principal
amount equal to the Stated Principal Balance of such Mortgage
Loan as of the
close of business on the Distribution Date during such calendar
month, plus
(iii) any amounts previously withdrawn from the Collection
Account in respect of
such Mortgage Loan pursuant to Section 3.05(a)(v) and Section
3.12(c), minus
(iv) the proceeds, if any, received in respect of such Mortgage
Loan during the
calendar month in which such Final Recovery Determination was
made, net of
amounts that are payable therefrom to the Servicer with respect
to such Mortgage
Loan pursuant to Section 3.05(a)(ii).
If the Servicer receives Subsequent Recoveries with respect
to
any Mortgage Loan, the amount of Realized Losses with respect to
that Mortgage
Loan shall be reduced to the extent such recoveries are applied
to principal
distributions on any Distribution Date.
With respect to any REO Property as to which a Final
Recovery
Determination has been made, an amount (not less than zero)
equal to (i) the
unpaid Stated Principal Balance of the related Mortgage Loan as
of the date of
acquisition of such REO Property on behalf of REMIC I, plus (ii)
accrued
interest from the Due Date as to which interest was last paid by
the Mortgagor
in respect of the related Mortgage Loan through the end of the
calendar month
immediately preceding the calendar month in which such REO
Property was
acquired, calculated in the case of each calendar month during
such period (A)
at an annual rate equal to the annual rate at which interest was
then accruing
on the related Mortgage Loan and (B) on a principal amount equal
to the Stated
Principal Balance of the related Mortgage Loan as of the close
of business on
the Distribution Date during such calendar month, plus (iii) REO
Imputed
Interest for such REO Property for each calendar month
commencing with the
calendar month in which such REO Property was acquired and
ending with the
calendar month in which such Final Recovery Determination was
made, plus (iv)
any amounts previously withdrawn from the Collection Account in
respect of the
related Mortgage Loan pursuant to Section 3.05(a)(v) and Section
3.12(c), minus
(v) the aggregate of all P&I Advances made by the Servicer
in respect of such
REO Property or the related Mortgage Loan for which the Servicer
has been or, in
connection with such Final Recovery Determination, shall be
reimbursed pursuant
to Section 3.13 out of rental income, Insurance Proceeds and
Liquidation
Proceeds received in respect of such REO Property, minus (vi)
the total of all
net rental income, Insurance Proceeds and Liquidation Proceeds
received in
respect of such REO Property that has been, or in connection
with such Final
Recovery Determination, shall be transferred to the Distribution
Account
pursuant to Section 3.13.
With respect to each Mortgage Loan which has become the
subject of a Deficient Valuation, the difference between the
Stated Principal
Balance of the Mortgage Loan outstanding immediately prior to
such Deficient
Valuation and the Stated Principal Balance of the Mortgage Loan
as reduced by
the Deficient Valuation.
With respect to each Mortgage Loan which has become the
subject of a Debt Service Reduction, the portion, if any, of the
reduction in
each affected Monthly Payment attributable to a reduction in the
Mortgage Rate
imposed by a court of competent jurisdiction. Each such Realized
Loss shall be
deemed to have been incurred on the Due Date for each affected
Monthly Payment.
"Record Date": With respect to each Distribution Date and
any
Adjustable-Rate Certificate that is a Book-Entry Certificate,
the Business Day
immediately preceding such Distribution Date. With respect to
each Distribution
Date and any other Class of Certificates, including any
Definitive Certificates,
the last Business Day of the month immediately preceding the
month in which such
Distribution Date occurs.
"Reference Banks": Four leading banks selected by the
Trustee
(after consultation with the Depositor) which are engaged in
transactions in
Eurodollar deposits in the international Eurocurrency market (i)
with an
established place of business in London, (ii) not controlling,
under the control
of or under common control with the Depositor or any Affiliate
thereof and (iii)
which have been designated as such by the Trustee.
"Refinanced Mortgage Loan": A Mortgage Loan the proceeds of
which were not used to purchase the related Mortgaged
Property.
"Regular Certificate": Any Class A Certificate, Subordinate
Certificate, Class P Certificate or Class C Certificate.
"Regular Interest": A "regular interest" in a REMIC within
the
meaning of Section 860G(a)(1) of the Code.
"Regulation AB": Subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. ss.ss. 229.1100-229, 1123, as amended
from time to
time.
"Relief Act": The Servicemembers Civil Relief Act or any
applicable state law providing similar relief.
"Relief Act Interest Shortfall": With respect to any
Distribution Date and any Mortgage Loan, any reduction in the
amount of interest
collectible on such Mortgage Loan for the most recently ended
calendar month as
a result of the application of the Relief Act.
"REMIC": A "real estate mortgage investment conduit" within
the meaning of Section 860D of the Code.
"REMIC Available Funds": With respect to any Distribution
Date, an amount equal to (1) the sum of (a) the aggregate of the
amounts on
deposit in the Collection Account and Distribution Account as of
the close of
business on the related Determination Date, including any
Subsequent Recoveries,
(b) the aggregate of any amounts received in respect of an REO
Property
withdrawn from any REO Account and deposited in the Distribution
Account for
such Distribution Date pursuant to Section 3.13, (c)
Compensating Interest, if
any, deposited in the Distribution Account by the Servicer for
such Distribution
Date pursuant to Section 4.03 and (d) the aggregate of any
P&I Advances made by
the Servicer for such Distribution Date pursuant to Section
4.03, reduced (to
not less than zero) by (2) the portion of the amount described
in clause (1)(a)
above that represents (i) Monthly Payments on the Mortgage Loans
received from a
Mortgagor on or prior to the Determination Date but due during
any Due Period
subsequent to the related Due Period, (ii) Principal Prepayments
on the Mortgage
Loans received after the related Prepayment Period (together
with any interest
payments received with such Principal Prepayments to the extent
they represent
the payment of interest accrued on the Mortgage Loans during a
period subsequent
to the end of the prior calendar month), (iii) Liquidation
Proceeds, Insurance
Proceeds and Subsequent Recoveries received in respect of the
Mortgage Loans
after the related Prepayment Period, (iv) amounts reimbursable
or payable to the
Depositor, the Servicer, the Trustee, the Seller, the Originator
or any
Sub-Servicer pursuant to Section 3.05, Section 3.06 or Section
7.01 or otherwise
payable in respect of Extraordinary Trust Fund Expenses, (v) the
Trustee Fee and
the Custodian Fee payable from the Distribution Account pursuant
to Section
8.05, (vi) amounts deposited in the Collection Account or the
Distribution
Account in error and (vii) the amount of any Prepayment Charges
collected by the
Servicer and the amount of any Servicer Prepayment Charge
Payment Amounts.
"REMIC I": The segregated pool of assets subject hereto,
constituting the primary trust created hereby and to be
administered hereunder,
with respect to which a REMIC election is to be made, consisting
of: (i) such
Mortgage Loans and Prepayment Charges as from time to time are
subject to this
Agreement, together with the Mortgage Files relating thereto,
and together with
all collections thereon and proceeds thereof, (ii) any REO
Property, together
with all collections thereon and proceeds thereof, (iii) the
Trustee's rights
with respect to the Mortgage Loans under all insurance policies
required to be
maintained pursuant to this Agreement and any proceeds thereof,
(iv) the
Depositor's rights under the Mortgage Loan Purchase Agreement
(including any
security interest created thereby) to the extent conveyed
pursuant to Section
2.01 and (v) the Collection Account (other than any amounts
representing any
Servicer Prepayment Charge Payment Amounts), the Distribution
Account (other
than any amounts representing any Servicer Prepayment Charge
Payment Amounts)
and any REO Account and such assets that are deposited therein
from time to time
and any investments thereof, together with any and all income,
proceeds and
payments with respect thereto. Notwithstanding the foregoing,
however, REMIC I
specifically excludes any Servicer Prepayment Charge Payment
Amounts, the Net
WAC Rate Carryover Reserve Account, the Cap Contract, all
payments and other
collections of principal and interest due on the Mortgage Loans
on or before the
Cut-off Date and all Prepayment Charges payable in connection
with Principal
Prepayments made before the Cut-off Date.
"REMIC I Interest Loss Allocation Amount": With respect to
any Distribution Date, an amount (subject to adjustment based on
the actual
number of days elapsed in the respective Interest Accrual
Periods for the
indicated Regular Interests for such Distribution Date) equal to
(a) the product
of (i) the aggregate Stated Principal Balance of the Mortgage
Loans and REO
Properties then outstanding and (ii) the REMIC I Remittance Rate
for REMIC I
Regular Interest AA minus the Marker Rate, divided by (b)
12.
"REMIC I Overcollateralization Target Amount": 1.00% of the
Overcollateralization Target Amount.
"REMIC I Overcollateralized Amount": With respect to any
date
of determination, (i) the aggregate Uncertificated Balance of
the REMIC I
Regular Interests minus (ii) the aggregate Uncertificated
Balance of REMIC I
Regular Interest A, REMIC I Regular Interest M1, REMIC I Regular
Interest M2,
REMIC I Regular Interest M3, REMIC I Regular Interest B1, REMIC
I Regular
Interest B2, REMIC I Regular Interest B3 and REMIC I Regular
Interest B4, in
each case as of such date of determination.
"REMIC I Principal Loss Allocation Amount": With respect to
any Distribution Date, an amount equal to the product of (i) the
aggregate
Stated Principal Balance of the Mortgage Loans and REO
Properties then
outstanding and (ii) one minus a fraction, the numerator of
which is two times
the aggregate Uncertificated Balance of REMIC I Regular Interest
A, REMIC I
Regular Interest M1, REMIC I Regular Interest M2, REMIC I
Regular Interest M3,
REMIC I Regular Interest B1, REMIC I Regular Interest B2, REMIC
I Regular
Interest B3 and REMIC I Regular Interest B4 and the denominator
of which is the
aggregate Uncertificated Balance of REMIC I Regular Interest A,
REMIC I Regular
Interest M1, REMIC I Regular Interest M2, REMIC I Regular
Interest M3, REMIC I
Regular Interest B1, REMIC I Regular Interest B2, REMIC I
Regular Interest B3,
REMIC I Regular Interest B4 and REMIC I Regular Interest ZZ.
"REMIC I Regular Interest": Any of the separate
non-certificated beneficial ownership interests in REMIC I
issued hereunder and
designated as a "regular interest" in REMIC I and listed in the
Preliminary
Statement. Each REMIC I Regular Interest shall accrue interest
at the related
REMIC I Remittance Rate in effect from time to time, and shall
be entitled to
distributions of principal, subject to the terms and conditions
hereof, in an
aggregate amount equal to its initial Uncertificated Balance as
set forth in the
Preliminary Statement hereto.
"REMIC I Remittance Rate": With respect to each REMIC I
Regular Interest, the weighted average of the Expense Adjusted
Net Mortgage
Rates of the Mortgage Loans.
"REMIC II": The segregated pool of assets consisting of all
of the REMIC I Regular Interests conveyed in trust to the
Trustee, for the
benefit of the Holders of the Regular Certificates and the Class
R Certificate
(in respect of the Class R-II Interest), pursuant to Article II
hereunder, and
all amounts deposited therein, with respect to which a separate
REMIC election
is to be made.
"REMIC II Certificate": Any Regular Certificate or Class R
Certificate.
"REMIC II Regular Interest": Any Class A Certificate,
Subordinate Certificate, Class P Certificate or Class C
Certificate.
"REMIC Provisions": Provisions of the federal income tax law
relating to real estate mortgage investment conduits, which
appear at Sections
860A through 860G of the Code, and related provisions, and
proposed, temporary
and final regulations and published rulings, notices and
announcements
promulgated thereunder, as the foregoing may be in effect from
time to time.
"REMIC Regular Interest": Any REMIC I Regular Interest or
REMIC II Regular Interest.
"Remittance Report": A report in form and substance that is
acceptable to the Trustee and the Depositor in electronic format
prepared by the
Servicer pursuant to Section 4.03 with such additions, deletions
and
modifications as agreed to by the Trustee, the Depositor and the
Servicer.
"Rents from Real Property": With respect to any REO
Property,
gross income of the character described in Section 856(d) of the
Code as being
included in the term "rents from real property."
"REO Account": Each of the accounts maintained by the
Servicer
in respect of an REO Property pursuant to Section 3.13, which
account may be the
Collection Account subject to Section 3.13.
"REO Disposition": The sale or other disposition of an REO
Property on behalf of REMIC I.
"REO Imputed Interest": As to any REO Property, for any
calendar month during which such REO Property was at any time
part of REMIC I,
one month's interest at the applicable Net Mortgage Rate on the
Stated Principal
Balance of such REO Property (or, in the case of the first such
calendar month,
of the related Mortgage Loan, if appropriate) as of the close of
business on the
Distribution Date in such calendar month.
"REO Principal Amortization": With respect to any REO
Property, for any calendar month, the excess, if any, of (a) the
aggregate of
all amounts received in respect of such REO Property during such
calendar month,
whether in the form of rental income, sale proceeds (including,
without
limitation, that portion of the Termination Price paid in
connection with a
purchase of all of the Mortgage Loans and REO Properties
pursuant to Section
9.01 that is allocable to such REO Property) or otherwise, net
of any portion of
such amounts (i) payable pursuant to Section 3.13(c) in respect
of the proper
operation, management and maintenance of such REO Property or
(ii) payable or
reimbursable to the Servicer pursuant to Section 3.13(d) for
unpaid Servicing
Fees in respect of the related Mortgage Loan and unreimbursed
Servicing Advances
and P&I Advances in respect of such REO Property or the
related Mortgage Loan,
over (b) the REO Imputed Interest in respect of such REO
Property for such
calendar month.
"REO Property": A Mortgaged Property acquired by the
Servicer
on behalf of REMIC I through foreclosure or deed-in-lieu of
foreclosure, as
described in Section 3.13.
"Representative": _____.
"Request for Release": A release signed by a Servicing
Officer, in the form of Exhibit E attached hereto.
"Reserve Interest Rate": With respect to any Interest
Determination Date, the rate per annum that the Trustee
determines to be either
(i) the arithmetic mean (rounded upwards if necessary to the
nearest whole
multiple of 1/16%) of the one-month U.S. dollar lending rates
which New York
City banks selected by the Trustee are quoting on the relevant
Interest
Determination Date to the principal London offices of leading
banks in the
London interbank market or (ii) in the event that the Trustee
can determine no
such arithmetic mean, the lowest one-month U.S. dollar lending
rate which New
York City banks selected by the Trustee are quoting on such
Interest
Determination Date to leading European banks.
"Residential Dwelling": Any one of the following: (i) an
attached or detached one-family dwelling, (ii) a detached two-
to four-family
dwelling, (iii) a one-family dwelling unit in a condominium
project or (iv) a
detached or attached one-family dwelling in a planned unit
development, none of
which is a co-operative, mobile or manufactured home (unless
such mobile or
manufactured home is defined as real property under applicable
state law).
"Residual Certificate": The Class R Certificates.
"Residual Interest": The sole class of "residual interests"
in
a REMIC within the meaning of Section 860G(a)(2) of the
Code.
"Responsible Officer": When used with respect to the
Trustee,
any officer assigned to and working in the Corporate Trust
Office or in a
similar group and also, with respect to a particular matter, any
other officer
to whom such matter is referred because of such officer's
knowledge of and
familiarity with the particular subject.
"Scheduled Principal Balance": With respect to any Mortgage
Loan: (a) as of the Cut-off Date, the outstanding Stated
Principal Balance of
such Mortgage Loan as of such date, net of the principal portion
of all unpaid
Monthly Payments, if any, due on or before such date; (b) as of
any Due Date
subsequent to the Cut-off Date up to and including the Due Date
in the calendar
month in which a Liquidation Event occurs with respect to such
Mortgage Loan,
the Scheduled Principal Balance of such Mortgage Loan as of the
Cut-off Date,
minus the sum of (i) the principal portion of each Monthly
Payment due on or
before such Due Date but subsequent to the Cut-off Date, whether
or not
received, (ii) all Principal Prepayments received before such
Due Date but after
the Cut-off Date, (iii) the principal portion of all Liquidation
Proceeds and
Insurance Proceeds received before such Due Date but after the
Cut-off Date, net
of any portion thereof that represents principal due (without
regard to any
acceleration of payments under the related Mortgage and Mortgage
Note) on a Due
Date occurring on or before the date on which such proceeds were
received and
(iv) any Realized Loss incurred with respect thereto as a result
of a Deficient
Valuation occurring before such Due Date, but only to the extent
such Realized
Loss represents a reduction in the portion of principal of such
Mortgage Loan
not yet due (without regard to any acceleration of payments
under the related
Mortgage and Mortgage Note) as of the date of such Deficient
Valuation; and (c)
as of any Due Date subsequent to the occurrence of a Liquidation
Event with
respect to such Mortgage Loan, zero. With respect to any REO
Property: (a) as of
any Due Date subsequent to the date of its acquisition on behalf
of the Trust
Fund up to and including the Due Date in the calendar month in
which a
Liquidation Event occurs with respect to such REO Property, an
amount (not less
than zero) equal to the Scheduled Principal Balance of the
related Mortgage Loan
as of the Due Date in the calendar month in which such REO
Property was
acquired, minus the aggregate amount of REO Principal
Amortization, if any, in
respect of such REO Property for all previously ended calendar
months; and (b)
as of any Due Date subsequent to the occurrence of a Liquidation
Event with
respect to such REO Property, zero.
"Seller": ________, or its successor in interest, in its
capacity as seller under the related Mortgage Loan Purchase
Agreement.
"Senior Enhancement Percentage": For any Distribution Date,
the percentage equivalent of a fraction, calculated after taking
into account
distribution of the Principal Distribution Amount then entitled
to distributions
of principal on such Distribution Date, the numerator of which
is the sum of the
aggregate Certificate Principal Balance of the Subordinate
Certificates, the
Class P Certificates and the Class C Certificates, and the
denominator of which
is the aggregate Stated Principal Balance of the Mortgage Loans
as of the last
day of the related Due Period (after giving effect to scheduled
payments of
principal due during the related Due Period, to the extent
received or advanced,
and unscheduled collections of principal received during the
related Prepayment
Period).
"Servicer": ________________, or any successor Servicer
appointed as herein provided, in its capacity as Servicer
hereunder.
"Servicer Event of Default": One or more of the events
described in Section 7.01.
"Servicer Prepayment Charge Payment Amount": The amounts
payable by the Servicer pursuant to Section 2.03(b) in respect
of any waived
Prepayment Charges.
"Servicer Remittance Date": With respect to any Distribution
Date, ____ p.m. New York time on the ___ day of the calendar
month in which the
related Distribution Date occurs or if such ___ day is not a
Business Day, the
Business Day immediately succeeding such ___ day
"Servicer Reporting Date": With respect to any Distribution
Date, the __day of the calendar month in which such Distribution
Date occurs or,
if such __ day is not a Business Day, the Business Day
immediately succeeding
such ___ day.
"Servicing Advances": The customary, necessary and
reasonable
"out-of-pocket" costs and expenses (including reasonable
attorneys' fees and
expenses) incurred by the Servicer in the performance of its
servicing
obligations in connection with a default, delinquency or other
unanticipated
event, including, but not limited to, the cost of (i) the
preservation,
restoration and protection of a Mortgaged Property, (ii) any
enforcement or
judicial proceedings, including foreclosures, in respect of a
particular
Mortgage Loan, (iii) the conservation, management (including
reasonable fees in
connection therewith) and liquidation of any REO Property and
(iv) the
performance of its obligations under Section 3.01, Section
3.04(d), Section
3.08, Section 3.12 and Section 3.13. Servicing Advances also
include any
reasonable "out-of-pocket" costs and expenses (including
reasonable attorneys'
fees and expenses) incurred by the Servicer in connection with
executing and
recording instruments of satisfaction, deeds of reconveyance or
Assignments in
connection with any foreclosure in respect of any Mortgage Loan
to the extent
not recovered from the related Mortgagor or otherwise payable
under this
Agreement. The Servicer shall not be required to make any
Nonrecoverable
Servicing Advance in respect of a Mortgage Loan or REO
Property.
"Servicing Fee": With respect to each Mortgage Loan and for
any calendar month, an amount equal to one month's interest (or
in the event of
any payment of interest which accompanies a Principal Prepayment
in full made by
the Mortgagor during such calendar month, interest for the
number of days
covered by such payment of interest) at the applicable Servicing
Fee Rate on the
same principal amount on which interest on such Mortgage Loan
accrues for such
calendar month. A portion of such Servicing Fee may be retained
by any
Sub-Servicer as its servicing compensation.
"Servicing Fee Rate": ____% per annum.
"Servicing Officer": Any employee of the Servicer involved
in,
or responsible for, the administration and servicing of the
Mortgage Loans,
whose names appear on a list of Servicing Officers furnished by
the Servicer to
the Trustee and the Depositor on the Closing Date, as such list
may from time to
time be amended.
"Servicing Standard": The standard set forth in the first
paragraph of Section 3.01.
"Servicing Transfer Date": _______.
"Single Certificate": With respect to any Class of
Certificates (other than the Class P Certificates and the
Residual
Certificates), a hypothetical Certificate of such Class
evidencing a Percentage
Interest for such Class corresponding to an initial Certificate
Principal
Balance or Notional Amount of $1,000. With respect to the Class
P Certificates
and the Residual Certificates, a hypothetical Certificate of
such Class
evidencing a 20% Percentage Interest in such Class.
"S&P": Standard & Poor's Ratings Services, a division of
The
McGraw-Hill Companies, Inc., or its successor in interest.
"Startup Day": With respect to each Trust REMIC, the day
designated as such pursuant to Section 10.01(b) hereof.
"Stated Principal Balance": With respect to any Mortgage
Loan:
(a) as of any date of determination up to but not including the
Distribution
Date on which the proceeds, if any, of a Liquidation Event with
respect to such
Mortgage Loan would be distributed, the outstanding principal
balance of such
Mortgage Loan as of the Cut-off Date, as shown in the Mortgage
Loan Schedule,
minus the sum of (i) the principal portion of each Monthly
Payment due on a Due
Date subsequent to the Cut-off Date, to the extent received from
the Mortgagor
or advanced by the Servicer and distributed pursuant to Section
4.01 on or
before such date of determination, (ii) all Principal
Prepayments received after
the Cut-off Date, to the extent distributed pursuant to Section
4.01 on or
before such date of determination, (iii) all Liquidation
Proceeds and Insurance
Proceeds applied by the Servicer as recoveries of principal in
accordance with
the provisions of Section 3.12, to the extent distributed
pursuant to Section
4.01 on or before such date of determination and (iv) any
Realized Loss incurred
with respect thereto as a result of a Deficient Valuation made
during or prior
to the Prepayment Period for the most recent Distribution Date
coinciding with
or preceding such date of determination; and (b) as of any date
of determination
coinciding with or subsequent to the Distribution Date on which
the proceeds, if
any, of a Liquidation Event with respect to such Mortgage Loan
would be
distributed, zero. With respect to any REO Property: (a) as of
any date of
determination up to but not including the Distribution Date on
which the
proceeds, if any, of a Liquidation Event with respect to such
REO Property would
be distributed, an amount (not less than zero) equal to the
Stated Principal
Balance of the related Mortgage Loan as of the date on which
such REO Property
was acquired on behalf of REMIC I, minus the sum of (i) if such
REO Property was
acquired before the Distribution Date in any calendar month, the
principal
portion of the Monthly Payment due on the Due Date in the
calendar month of
acquisition, to the extent advanced by the Servicer and
distributed pursuant to
Section 4.01 on or before such date of determination, and (ii)
the aggregate
amount of REO Principal Amortization in respect of such REO
Property for all
previously ended calendar months, to the extent distributed
pursuant to Section
4.01 on or before such date of determination; and (b) as of any
date of
determination coinciding with or subsequent to the Distribution
Date on which
the proceeds, if any, of a Liquidation Event with respect to
such REO Property
would be distributed, zero.
"Stepdown Date": The earlier to occur of (i) the first
Distribution Date on which the aggregate Certificate Principal
Balance of the
Class A Certificates has been reduced to zero and (ii) the later
to occur of (a)
the Distribution Date occurring in _____ and (b) the first
Distribution Date on
which the Senior Enhancement Percentage for the Class A
Certificates (calculated
for this purpose only after taking into account distributions of
principal on
the Mortgage Loans but prior to any distribution of the Class A
Principal
Distribution Amount to the Certificates then entitled to
distributions of
principal on such Distribution Date) is equal to or greater than
____%.
"Subordinate Certificate": Any one of the Class M-1
Certificates, Class M-2 Certificates, Class M-3 Certificates,
Class B-1
Certificates, Class B-2 Certificates, Class B-3 Certificates and
Class B-4
Certificates.
"Sub-Servicer": Any Person with which the Servicer has
entered
into a Sub-Servicing Agreement and which meets the
qualifications of a
Sub-Servicer pursuant to Section 6.06.
"Sub-Servicing Account": An account established by a
Sub-Servicer which meets the requirements set forth in Section
6.11 and is
otherwise acceptable to the Servicer.
"Sub-Servicing Agreement": The written contract between the
Servicer and a Sub-Servicer relating to servicing and
administration of certain
Mortgage Loans as provided in Section 6.06.
"Subsequent Recoveries": As of any Distribution Date,
unexpected amounts received by the Servicer (net of any related
expenses
permitted to be reimbursed pursuant to Section 3.04)
specifically related to a
Mortgage Loan that was the subject of a liquidation or an REO
Disposition prior
to the related Prepayment Period that resulted in a Realized
Loss.
"Substitution Shortfall Amount": As defined in Section
2.03(c).
"Tax Returns": The federal income tax return on Internal
Revenue Service Form 1066, U.S. Real Estate Mortgage Investment
Conduit Income
Tax Return, including Schedule Q thereto, Quarterly Notice to
Residual Interest
Holders of REMIC Taxable Income or Net Loss Allocation, or any
successor forms,
to be filed on behalf of each REMIC in the Trust Fund due to its
classification
as a REMIC under the REMIC Provisions, together with any and all
other
information reports or returns that may be required to be
furnished to the
Certificateholders or filed with the Internal Revenue Service or
any other
governmental taxing authority under any applicable provisions of
federal, state
or local tax laws.
"Telerate Page 3750": The display designated as page "3750"
on
Moneyline Telerate (or such other page as may replace page 3750
on that report
for the purpose of displaying London interbank offered rates of
major banks).
"Termination Price": As defined in Section 9.01.
"Terminator": As defined in Section 9.01.
"Transfer": Any direct or indirect transfer, sale, pledge,
hypothecation, or other form of assignment of any Ownership
Interest in a
Certificate.
"Transferee": Any Person who is acquiring by Transfer any
Ownership Interest in a Certificate.
"Transferor": Any Person who is disposing by Transfer of any
Ownership Interest in a Certificate.
"Trigger Event": A Trigger Event is in effect with respect
to
a Distribution Date on and after the Stepdown Date if:
(a) the Delinquency Percentage for the Mortgage Loans
exceeds
___% of the Senior Enhancement Percentage for the prior
Distribution Date, or
(b) the Cumulative Loss Percentage exceeds the applicable
percentages set forth below with respect to such Distribution
Date:
DISTRIBUTION DATE OCCURRING IN PERCENTAGE
------------------------------ ----------
"Trust Fund": Collectively, all of the assets of each Trust
REMIC, Servicer Prepayment Charge Payment Amounts and the Net
WAC Rate Carryover
Reserve Account (including any payments made under the Cap
Contract deposited
therein).
"Trust REMIC": Each of REMIC I and REMIC II.
"Trustee": _______, a ______, or its successor in interest,
or
any successor Trustee appointed as herein provided.
"Trustee Fee": With respect to each Distribution Date, the
sum
of the following with respect to each Mortgage Loan: the product
of the Trustee
Fee Rate and the same principal amount on which interest on such
Mortgage Loan
accrues for the prior calendar month.
"Trustee Fee Rate": ____% per annum.
"Uncertificated Balance": The amount of any REMIC I Regular
Interest outstanding as of any date of determination. As of the
Closing Date,
the Uncertificated Balance of each REMIC I Regular Interest
shall equal the
amount set forth in the Preliminary Statement hereto as its
initial
uncertificated balance. On each Distribution Date, the
Uncertificated Balance of
each REMIC I Regular Interest shall be reduced by all
distributions of principal
made on such REMIC I Regular Interest on such Distribution Date
pursuant to
Section 4.01 and, if and to the extent necessary and
appropriate, shall be
further reduced on such Distribution Date by Realized Losses as
provided in
Section 4.04. The Uncertificated Balance of REMIC I Regular
Interest ZZ shall be
increased by interest deferrals as provided in Section
4.01(a)(1). The
Uncertificated Balance of each REMIC Regular Interest shall
never be less than
zero.
"Uncertificated Interest": With respect to any REMIC I
Regular
Interest for any Distribution Date, one month's interest at the
REMIC I
Remittance Rate applicable to such REMIC I Regular Interest for
such
Distribution Date, accrued on the Uncertificated Balance thereof
immediately
prior to such Distribution Date. Uncertificated Interest in
respect of any REMIC
I Regular Interest shall accrue on the basis of a 360-day year
consisting of
twelve 30-day months. Uncertificated Interest with respect to
each Distribution
Date, as to any REMIC I Regular Interest, shall be reduced by an
amount equal to
the sum of (a) the aggregate Prepayment Interest Shortfall, if
any, for such
Distribution Date to the extent not covered by payments pursuant
to Section
4.03(e) and (b) the aggregate amount of any Relief Act Interest
Shortfall, if
any allocated, in each case, to such REMIC I Regular Interest
pursuant to
Section 1.02. In addition, Uncertificated Interest with respect
to each
Distribution Date, as to any REMIC I Regular Interest shall be
reduced by
Realized Losses, if any, allocated to such REMIC I Regular
Interest pursuant to
Section 1.02 and Section 4.04.
["Underwriters' Exemption": As defined in the Prospectus
Supplement.]
"Uninsured Cause": Any cause of damage to a Mortgaged
Property
such that the complete restoration of such property is not fully
reimbursable by
the hazard insurance policies required to be maintained pursuant
to Section
3.08.
"United States Person": A citizen or resident of the United
States, a corporation, partnership or other entity created or
organized in, or
under the laws of, the United States, any state thereof or the
District of
Columbia (except, in the case of a partnership, to the extent
provided in
regulations); provided that, solely for purposes of the
restrictions on the
transfer of Residual Certificates, no partnership or other
entity treated as a
partnership for United States federal income tax purposes shall
be treated as a
United States Person unless all persons that own an interest in
such partnership
either directly or through any entity that is not a corporation
for United
States federal income tax purposes are required by the
applicable operative
agreement to be United States Persons, or an estate whose income
is subject to
United States federal income tax regardless of its source, or a
trust if a court
within the United States is able to exercise primary supervision
over the
administration of the trust and one or more United States
persons have the
authority to control all substantial decisions of the trust. To
the extent
prescribed in regulations by the Secretary of the Treasury,
which have not yet
been issued, a trust which was in existence on August 20, 1996
(other than a
trust treated as owned by the grantor under subpart E of part I
of subchapter J
of chapter 1 of the Code), and which was treated as a United
States person on
August 20, 1996 may elect to continue to be treated as a United
States person
notwithstanding the previous sentence. The term "United States"
shall have the
meaning set forth in Section 7701 of the Code.
"Value": With respect to any Mortgaged Property, the lesser
of
(i) the value thereof as determined by an appraisal made for the
originator of
the Mortgage Loan at the time of origination of the Mortgage
Loan by an
appraiser who met the minimum requirements of the Financial
Institutions Reform,
Recovery and Enforcement Act of 1989, and (ii) the purchase
price paid for the
related Mortgaged Property by the Mortgagor with the proceeds of
the Mortgage
Loan, provided, however, in the case of a Refinanced Mortgage
Loan, such value
of the Mortgaged Property is based solely upon the value
determined by an
appraisal made for the originator of such Refinanced Mortgage
Loan at the time
of origination of such Refinanced Mortgage Loan by an appraiser
who met the
minimum requirements of the Financial Institutions Reform,
Recovery and
Enforcement Act of 1989 or, subject to the Originator's
underwriting guidelines,
an insured automated valuation model.
"Voting Rights": The portion of the voting rights of all of
the Certificates which is allocated to any Certificate. With
respect to any date
of determination, 97% of all Voting Rights shall be allocated
among the Holders
of the Class A Certificates, the Subordinate Certificates and
the Class C
Certificates in proportion to the then outstanding Certificate
Principal
Balances of their respective Certificates, 1% of all Voting
Rights shall be
allocated to the Holders of the Class P Certificates and 1% of
all Voting Rights
shall be allocated among the Holders of the Residual
Certificates. The Voting
Rights allocated to each Class of Certificate shall be allocated
among Holders
of each such Class in accordance with their respective
Percentage Interests as
of the most recent Record Date; provided that any Certificate
registered in the
name of the Depositor, the Seller or the Originator or any
Affiliate thereof
shall be deemed not to be outstanding and the Voting Rights to
which it is
entitled shall not be taken into account in determining whether
the requisite
percentage of Voting Rights necessary to effect any such consent
has been
obtained, except as otherwise provided in Section 11.01.
SECTION 1.02. Allocation of Certain Interest Shortfalls.
For purposes of calculating the amount of Accrued
Certificate
Interest and the amount of the Interest Distribution Amount for
the Class A
Certificates, the Subordinate Certificates and the Class C
Certificates for any
Distribution Date, the aggregate amount of any Prepayment
Interest Shortfalls
(to the extent not covered by payments by the Servicer pursuant
to Section
4.03(e)) and any Relief Act Interest Shortfalls incurred in
respect of the
Mortgage Loans for any Distribution Date shall be allocated
first, to reduce the
interest accrued on the Class C Certificates to the extent of
one month's
interest at the applicable Pass-Through Rate on the Notional
Amount of such
Certificate and thereafter, among the Class A Certificates and
the Subordinate
Certificates on a PRO RATA basis based on, and to the extent of,
one month's
interest at the then applicable respective Pass-Through Rate on
the respective
Certificate Principal Balance of each such Certificate.
For purposes of calculating the amount of Uncertificated
Interest for the REMIC I Regular Interests for any Distribution
Date, the
aggregate amount of any Prepayment Interest Shortfalls (to the
extent not
covered by payments by the Servicer pursuant to Section 4.03(e))
and any Relief
Act Interest Shortfalls incurred in respect of the Mortgage
Loans for any
Distribution Date shall be allocated among REMIC I Regular
Interest A, REMIC I
Regular Interest M1, REMIC I Regular Interest M2, REMIC I
Regular Interest M3,
REMIC I Regular Interest B1, REMIC I Regular Interest B2, REMIC
I Regular
Interest B3, REMIC I Regular Interest B4 and REMIC I Regular
Interest ZZ, on a
PRO RATA basis based on, and to the extent of, one month's
interest at the then
applicable respective REMIC I Remittance Rate on the respective
Uncertificated
Balance of each such REMIC I Regular Interest.
<PAGE>
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01. Conveyance of Mortgage Loans.
The Depositor, concurrently with the execution and delivery
hereof, does hereby transfer, assign, set over and otherwise
convey to the
Trustee without recourse for the benefit of the
Certificateholders all the
right, title and interest of the Depositor, including any
security interest
therein for the benefit of the Depositor, in and to the Mortgage
Loans
identified on the Mortgage Loan Schedule, the rights of the
Depositor under the
Mortgage Loan Purchase Agreements (including, without
limitation, the
Depositor's right in the representations and warranties and the
repurchase
obligations of the Originator and the Seller contained therein),
any payments
made under the Cap Contract and all other assets included or to
be included in
REMIC I. Such assignment includes all interest and principal
received by or on
behalf of the Depositor or the Servicer on or with respect to
the Mortgage Loans
(other than payments of principal and interest due on such
Mortgage Loans on or
before the Cut-off Date). The Depositor herewith delivers to the
Trustee an
executed copy of the Mortgage Loan Purchase Agreements, and the
Trustee on
behalf of the Certificateholders, acknowledges receipt of the
same.
In connection with such transfer and assignment, the
Depositor
does hereby deliver to, and deposit with, the Custodian on
behalf of the Trustee
the following documents or instruments with respect to each
Mortgage Loan so
transferred and assigned, and the Depositor shall, in accordance
with Section
2.09, deliver or cause to be delivered to the Custodian, the
following documents
or instruments (a "MORTGAGE FILE"):
(i) the original Mortgage Note, with all riders, endorsed in
blank, without recourse, or in the following form: "Pay to the
order of
______, as Trustee under the applicable agreement, without
recourse,"
with all prior and intervening endorsements showing a complete
chain of
endorsement from the originator to the Person so endorsing to
the
Trustee, or with respect to any lost Mortgage Note, an original
Lost
Note Affidavit; provided however, that such substitutions of
Lost Note
Affidavits for original Mortgage Notes may occur only with
respect to
Mortgage Loans, the aggregate Cut-off Date Principal Balance of
which
is less than or equal to ____% of the Pool Balance as of the
Cut-off
Date;
(ii) in the case of each Mortgage Loan that is not a MERS
Mortgage Loan, the original Mortgage, with all riders, with
evidence of
recording thereon, and a copy, certified by the appropriate
recording
office, of the recorded power of attorney, if the Mortgage was
executed
pursuant to a power of attorney, with evidence of recording
thereon;
(iii) in the case of each Mortgage Loan that is not a MERS
Mortgage Loan, an original Assignment assigned in blank,
without
recourse;
(iv) in the case of each Mortgage Loan that is not a MERS
Mortgage Loan, the original recorded intervening Assignment
or
Assignments showing a complete chain of assignment from the
originator
to the Person assigning the Mortgage to the Trustee as
contemplated by
the immediately preceding clause (iii) or the original
unrecorded
intervening Assignments;
(v) the original or copies of each assumption, modification,
written assurance or substitution agreement, if any; and
(vi) the original lender's title insurance policy or an
attorney's opinion of title or similar guarantee of title
acceptable to
mortgage lenders generally in the jurisdiction where the
Mortgaged
Property is located, together with all endorsements or riders
which
were issued with or subsequent to the issuance of such policy,
or in
the event such original title policy is unavailable, a
written
commitment or uniform binder or preliminary report of title
issued by
the title insurance or escrow company.
In addition, in connection with the assignment of any MERS
Mortgage Loan, the Depositor agrees that it will cause, at its
expense, the
MERS(R) System to indicate that such Mortgage Loans have been
assigned by the
Depositor to the Trustee in accordance with this Agreement for
the benefit of
the Certificateholders by including (or deleting, in the case of
Mortgage Loans
which are repurchased in accordance with this Agreement) in such
computer files
the information required by the MERS(R) System to identify the
series of the
Certificates issued in connection with such Mortgage Loans. The
Depositor
further agrees that it will not, and will not permit the
Servicer to, and the
Servicer agrees that it will not, alter the information
referenced in this
paragraph with respect to any related Mortgage Loan during the
term of this
Agreement unless and until such Mortgage Loan is repurchased in
accordance with
the terms of this Agreement.
If any of the documents referred to in Sections 2.01(ii),
(iii) or (iv) above has as of the Closing Date been submitted
for recording but
either (x) has not been returned from the applicable public
recording office or
(y) has been lost or such public recording office has retained
the original of
such document, the obligations of the Depositor to deliver such
documents shall
be deemed to be satisfied upon (1) delivery to the Trustee, or
to the
appropriate Custodian on behalf of the Trustee, of a copy of
each such document
certified by the Originator in the case of (x) above or the
applicable public
recording office in the case of (y) above to be a true and
complete copy of the
original that was submitted for recording and (2) if such copy
is certified by
the Originator, delivery to the Trustee, or to the appropriate
Custodian on
behalf of the Trustee, promptly upon receipt thereof of either
the original or a
copy of such document certified by the applicable public
recording office to be
a true and complete copy of the original. If the original
lender's title
insurance policy was not delivered pursuant to Section 2.01(vi)
above, the
Depositor shall deliver or cause to be delivered to the Trustee,
or to the
appropriate Custodian on behalf of the Trustee, promptly after
receipt thereof,
the original lender's title insurance policy. The Depositor
shall deliver or
cause to be delivered to the Trustee, or to the appropriate
Custodian on behalf
of the Trustee, promptly upon receipt thereof any other original
documents
constituting a part of a Mortgage File received with respect to
any Mortgage
Loan, including, but not limited to, any original documents
evidencing an
assumption or modification of any Mortgage Loan.
The Originator shall promptly (and in no event later than
thirty (30) Business Days, subject to extension upon a mutual
agreement between
the Originator and the Trustee), following the later of (i) the
Closing Date,
(ii) the date on which the Originator receives the Assignment
from the Custodian
and (iii) the date of receipt by the Originator of the recording
information for
a Mortgage, submit or cause to be submitted for recording, at no
expense to the
Trust Fund, the Servicer or the Trustee in the appropriate
public office for
real property records, each Assignment referred to in Sections
2.01(iii) and
(iv) above and shall execute each original Assignment referred
to in Section
2.01(iii) above in the following form: "_______", as Trustee
under the
applicable agreement." In the event that any such Assignment is
lost or returned
unrecorded because of a defect therein, the Originator shall
promptly prepare or
cause to be prepared a substitute Assignment or cure or cause to
be cured such
defect, as the case may be, and thereafter cause each such
Assignment to be duly
recorded.
Notwithstanding the foregoing, however, for administrative
convenience and facilitation of servicing and to reduce closing
costs, the
Assignments shall not be required to be submitted for recording
[(except with
respect to any Mortgage Loan located in Maryland)] unless such
failure to record
would result in a withdrawal or a downgrading by any Rating
Agency of the rating
on any Class of Certificates; provided further, however, each
Assignment shall
be submitted for recording by the Originator in the manner
described above, at
no expense to the Trust Fund, the Servicer or the Trustee, upon
the earliest to
occur of: (i) reasonable direction by Holders of Certificates
entitled to at
least 25% of the Voting Rights, (ii) [reserved], (iii) the
occurrence of a
bankruptcy or insolvency relating to the Originator, (iv) the
occurrence of a
servicing transfer as described in Section 7.02 hereof, (v) with
respect to any
one Assignment, the occurrence of a bankruptcy, insolvency or
foreclosure
relating to the Mortgagor under the related Mortgage and (vi)
with respect to
any Assignments, the payment in full of the related Mortgage
Note.
Notwithstanding the foregoing, if the Originator is unable to
pay the cost of
recording the Assignments, such expense shall be paid by the
Trustee and shall
be reimbursable to the Trustee as an Extraordinary Trust Fund
Expense.
In the event that any Assignments are not recorded or are
improperly recorded, the Servicer shall have no liability for
its failure to
receive or act on notices not received relating to such failure
to record or the
improper recording of such Assignments. The Originator shall be
required to
forward all notices regarding Assignments it receives to the
Servicer. In the
event that the Trust Fund or the Servicer suffers a loss
directly related to the
Originator's failure to forward such notices, the Originator
shall be required
to reimburse and indemnify the Servicer and/or the Trust Fund
for such loss.
All original documents relating to the Mortgage Loans that
are
not delivered to the Trustee, or to the appropriate Custodian on
behalf of the
Trustee, are and shall be held by or on behalf of the
Originator, the Seller,
the Depositor or the Servicer, as the case may be, in trust for
the benefit of
the Trustee on behalf of the Certificateholders. In the event
that any such
original document is required pursuant to the terms of this
Section to be a part
of a Mortgage File, such document shall be delivered promptly to
the Trustee, or
to the appropriate Custodian on behalf of the Trustee. Any such
original
document delivered to or held by the Depositor that is not
required pursuant to
the terms of this Section to be a part of a Mortgage File, shall
be delivered
promptly to the Servicer.
SECTION 2.02. Acceptance of REMIC I by the Trustee.
Subject to the provisions of Section 2.01 and subject to any
exceptions noted on the exception report described in the next
paragraph below,
the Trustee acknowledges receipt (or, with respect to Mortgage
Loans subject to
a Custodial Agreement, receipt by the respective Custodian as
the duly appointed
agent of the Trustee) of the documents referred to in Section
2.01 (other than
such documents described in Section 2.01(v)) above and all
interests and all
other assets included in the definition of "REMIC I" under
clauses (i), (iii),
(iv) and (v) (to the extent of amounts deposited into the
Distribution Account)
and declares that it, or such Custodian as its agent, holds and
shall hold such
documents and the other documents delivered to it constituting a
Mortgage File,
and that it holds or shall hold all such assets and such other
assets included
in the definition of "REMIC I" in trust for the exclusive use
and benefit of all
present and future Certificateholders.
On or prior to the Closing Date, the Trustee agrees, for the
benefit of the Certificateholders, to execute and deliver (or
cause the
Custodian to execute and deliver) to each of the Depositor and
the Servicer an
acknowledgment of receipt of the Mortgage Note (with any
exceptions noted),
substantially in the form attached as Exhibit C-3 hereto.
The Trustee agrees, for the benefit of the
Certificateholders,
to review (or cause a Custodian on its behalf to review) each
Mortgage Note
within 45 days of the Closing Date and to certify in
substantially the form
attached hereto as Exhibit C-1 (or cause the Custodian to
certify in the form of
the Initial Certification attached to the Custodial Agreement)
that, as to each
Mortgage Loan listed in the Mortgage Loan Schedule (other than
any Mortgage Loan
paid in full or any Mortgage Loan specifically identified in the
exception
report annexed thereto as not being covered by such
certification), (i) all
documents constituting part of such Mortgage File (other than
such documents
described in Section 2.01(v)) required to be delivered to it
pursuant to this
Agreement are in its possession, (ii) such documents have been
reviewed by it or
such Custodian and are not mutilated, torn or defaced unless
initialed by the
related borrower and relate to such Mortgage Loan, (iii) based
on its or the
Custodian's examination and only as to the foregoing, the
information set forth
in the Mortgage Loan Schedule that corresponds to items (1)
through (3), (6),
(9), (10), (13), (15) and (19) of the definition of "Mortgage
Loan Schedule"
accurately reflects information set forth in the Mortgage File.
It is herein
acknowledged that, in conducting such review, the Trustee or
such Custodian was
under no duty or obligation (i) to inspect, review or examine
any such
documents, instruments, certificates or other papers to
determine whether they
are genuine, enforceable, or appropriate for the represented
purpose or whether
they have actually been recorded or that they are other than
what they purport
to be on their face or (ii) to determine whether any Mortgage
File should
include any of the documents specified in clause (v) of Section
2.01.
Prior to the first anniversary date of this Agreement the
Trustee shall deliver (or cause the Custodian to deliver) to the
Depositor and
the Servicer a final certification in the form annexed hereto as
Exhibit C-2 (or
shall cause the Custodian to deliver to the Trustee, the
Depositor and the
Servicer a final certification in the form attached to the
Custodial Agreement)
evidencing the completeness of the Mortgage Files, with any
applicable
exceptions noted thereon, with respect to all of the Mortgage
Loans. Upon the
request of the Servicer, any exception report related to the
final certification
shall be provided in an electronic computer readable format as
mutually agreed
upon by the Servicer, the Depositor and the Trustee (or the
Custodian on behalf
of the Trustee).
If in the process of reviewing the Mortgage Files and making
or preparing, as the case may be, the certifications referred to
above, the
Trustee or any Custodian finds any document or documents
constituting a part of
a Mortgage File to be missing, mutilated, torn or defaced or
does not conform to
the requirements identified above, at the conclusion of its
review the Trustee
(or the Custodian on behalf of the Trustee) shall so notify the
Depositor and
the Servicer. In addition, upon the discovery by the Depositor,
the Servicer or
the Trustee of a breach of any of the representations and
warranties made by the
Originator in the related Mortgage Loan Purchase Agreement in
respect of any
Mortgage Loan which materially adversely affects the value of
such Mortgage Loan
or the interests of the related Certificateholders in such
Mortgage Loan, the
party discovering such breach shall give prompt written notice
to the other
parties.
The Trustee (or the Custodian on behalf of the Trustee)
shall,
at the written request and expense of any Certificateholder or
Certificate
Owner, provide a written report to such Certificateholder or
Certificate Owner,
of all Mortgage Files released to the Servicer for servicing
purposes.
SECTION 2.03. Repurchase or Substitution of Mortgage Loans by
the
Originator, the Seller or the Depositor; Payment of
Prepayment
Charge Payment Amounts.
(a) Upon discovery or receipt of notice (including notice
under Section 2.02) of any materially defective document in, or
that a document
is missing from, the Mortgage File or of the breach by the
Originator of any
representation, warranty or covenant under the related Mortgage
Loan Purchase
Agreement in respect of any Mortgage Loan which materially
adversely affects the
value of such Mortgage Loan or the interest therein of the
Certificateholders,
the Trustee shall promptly notify the Originator and the
Servicer of such
defect, missing document or breach and request that the
Originator deliver such
missing document or cure such defect or breach within 90 days
from the date the
Originator had knowledge or was notified of such missing
document, defect or
breach, and if the Originator does not deliver such missing
document or cure
such defect or breach in all material respects during such
period, the Trustee
shall enforce the obligations of the Originator under the
related Mortgage Loan
Purchase Agreement to repurchase such Mortgage Loan from REMIC I
at the Purchase
Price within 90 days after the date on which the Originator was
notified
(subject to Section 2.03(d)) of such missing document, defect or
breach, if and
to the extent that the Seller or Originator is obligated to do
so under the
related Mortgage Loan Purchase Agreement. The Purchase Price for
the repurchased
Mortgage Loan shall be deposited in the Collection Account, and
the Trustee (or
the Custodian on behalf of the Trustee), upon receipt of written
certification
from the Servicer of such deposit, shall release to the
Originator the related
Mortgage File and shall request the Trustee to (and the Trustee
(or the
Custodian on behalf of the Trustee) shall) execute and deliver
such instruments
of transfer or assignment, in each case without recourse, as the
Originator
shall furnish to it and as shall be necessary to vest in the
Originator any
Mortgage Loan released pursuant hereto and the Trustee shall not
have any
further responsibility with regard to such Mortgage File. In
lieu of
repurchasing any such Mortgage Loan as provided above, if so
provided in the
related Mortgage Loan Purchase Agreement, the Originator may
cause such Mortgage
Loan to be removed from REMIC I (in which case it shall become a
Deleted
Mortgage Loan) and substitute one or more Qualified Substitute
Mortgage Loans in
the manner and subject to the limitations set forth in Section
2.03(c). It is
understood and agreed that the obligation of the Originator to
cure or to
repurchase (or to substitute for) any Mortgage Loan as to which
a document is
missing, a material defect in a document exists or as to which a
breach
described above has occurred and is continuing shall constitute
the sole remedy
respecting such omission, defect or breach available to the
Trustee on behalf of
the Certificateholders.
(b)(i) Promptly upon the earlier of discovery by the
Servicer
or receipt of notice by the Servicer of the breach of any
representation,
warranty or covenant of the Servicer set forth in Section 2.05,
which materially
and adversely affects the value of any Mortgage Loan or the
interests of the
Certificateholders in any Mortgage Loan, the Servicer shall cure
such breach in
all material respects.
(ii) Notwithstanding the provisions of Section 2.03(b)(i)
above, on the later of (x) the Servicer Remittance Date next
following the
earlier of discovery by the Servicer or receipt of notice by the
Servicer of the
breach of the Prepayment Charge covenant made by the Servicer in
Section
2.05(ix), which breach materially and adversely affects the
interests of the
Holders of the Class P Certificates to any Prepayment Charge and
(y) the
Servicer Remittance Date next following the Prepayment Period
relating to such a
breach, the Servicer shall deposit into the Collection Account,
as a Servicer
Prepayment Charge Payment Amount, the amount of the waived
Prepayment Charge.
(c) Any substitution of Qualified Substitute Mortgage Loans
for Deleted Mortgage Loans made pursuant to Section 2.03(a), in
the case of the
Originator, or Section 2.03(b), in the case of the Depositor,
must be effected
prior to the date which is two years after the Startup Day for
REMIC I.
As to any Deleted Mortgage Loan for which the Originator,
the
Seller or the Depositor substitutes a Qualified Substitute
Mortgage Loan or
Loans, such substitution shall be effected by the Originator,
the Seller or the
Depositor, as the case may be, delivering to the Trustee (or the
Custodian on
behalf of the Trustee), for such Qualified Substitute Mortgage
Loan or Loans,
the Mortgage Note, the Mortgage, the Assignment to the Trustee,
and such other
documents and agreements, with all necessary endorsements
thereon, as are
required by Section 2.01, together with an Officers' Certificate
providing that
each such Qualified Substitute Mortgage Loan satisfies the
definition thereof
and specifying the Substitution Shortfall Amount (as described
below), if any,
in connection with such substitution. The Trustee (or the
Custodian on behalf of
the Trustee) shall acknowledge receipt for such Qualified
Substitute Mortgage
Loan or Loans and, within ten Business Days thereafter, review
such documents as
specified in Section 2.02 and deliver to the Depositor and the
Servicer, with
respect to such Qualified Substitute Mortgage Loan or Loans, a
certification
substantially in the form attached hereto as Exhibit C-1, with
any applicable
exceptions noted thereon. Within one year of the date of
substitution, the
Trustee (or the Custodian on behalf of the Trustee) shall
deliver to the
Depositor and the Servicer a certification substantially in the
form of Exhibit
C-2 hereto with respect to such Qualified Substitute Mortgage
Loan or Loans,
with any applicable exceptions noted thereon. Monthly Payments
due with respect
to Qualified Substitute Mortgage Loans in the month of
substitution are not part
of REMIC I and shall be retained by the Depositor, the
Originator or the Seller,
as the case may be. For the month of substitution, distributions
to
Certificateholders shall reflect the Monthly Payment due on such
Deleted
Mortgage Loan on or before the Due Date in the month of
substitution, and the
Depositor, the Originator or the Seller, as the case may be,
shall thereafter be
entitled to retain all amounts subsequently received in respect
of such Deleted
Mortgage Loan. The Depositor shall give or cause to be given
written notice to
the Certificateholders and the Servicer that such substitution
has taken place,
shall amend the Mortgage Loan Schedule and, if applicable, the
Prepayment Charge
Schedule, to reflect the removal of such Deleted Mortgage Loan
from the terms of
this Agreement and the substitution of the Qualified Substitute
Mortgage Loan or
Loans and shall deliver a copy of such amended Mortgage Loan
Schedule to the
Trustee and the Servicer. Upon such substitution, such Qualified
Substitute
Mortgage Loan or Loans shall constitute part of the Mortgage
Pool and shall be
subject in all respects to the terms of this Agreement and, in
the case of a
substitution effected by the Originator, the related Mortgage
Loan Purchase
Agreement, including all applicable representations and
warranties thereof.
For any month in which the Depositor, the Seller or the
Originator substitutes one or more Qualified Substitute Mortgage
Loans for one
or more Deleted Mortgage Loans, the Originator or the Trustee
shall determine
the amount (the "SUBSTITUTION SHORTFALL AMOUNT"), if any, by
which the aggregate
Purchase Price of all such Deleted Mortgage Loans exceeds the
aggregate of, as
to each such Qualified Substitute Mortgage Loan, the Scheduled
Principal Balance
thereof as of the date of substitution, together with one
month's interest on
such Scheduled Principal Balance at the applicable Net Mortgage
Rate. On the
date of such substitution, the Depositor, the Seller or the
Originator, as the
case may be, shall deliver or cause to be delivered to the
Servicer for deposit
in the Collection Account an amount equal to the Substitution
Shortfall Amount,
if any, and the Trustee, upon receipt of the related Qualified
Substitute
Mortgage Loan or Loans and certification by the Servicer of such
deposit, shall
cause the Custodian to release to the Depositor, the Seller or
the Originator,
as the case may be, the related Mortgage File or Files and shall
request the
Trustee to (and the Trustee (or the Custodian on behalf of the
Trustee) shall)
execute and deliver such instruments of transfer or assignment,
in each case
without recourse, as Depositor, the Seller or the Originator, as
the case may
be, shall deliver to it and as shall be necessary to vest
therein any Deleted
Mortgage Loan released pursuant hereto.
In addition, Depositor, the Seller or the Originator, as the
case may be, shall obtain at its own expense and deliver to the
Trustee an
Opinion of Counsel to the effect that such substitution shall
not cause (a) any
federal tax to be imposed on any Trust REMIC, including without
limitation, any
federal tax imposed on "prohibited transactions" under Section
860F(a)(1) of the
Code or on "contributions after the startup date" under Section
860G(d)(1) of
the Code, or (b) any Trust REMIC to fail to qualify as a REMIC
at any time that
any Certificate is outstanding.
(d) Upon discovery by the Depositor, the Originator, the
Servicer or the Trustee that any Mortgage Loan does not
constitute a "qualified
mortgage" within the meaning of Section 860G(a)(3) of the Code,
the party
discovering such fact shall within two Business Days give
written notice thereof
to the other parties. In connection therewith, the Originator,
the Seller or the
Depositor shall repurchase or, subject to the limitations set
forth in Section
2.03(c), substitute one or more Qualified Substitute Mortgage
Loans for the
affected Mortgage Loan within 90 days of the earlier of
discovery or receipt of
such notice with respect to such affected Mortgage Loan. Such
repurchase or
substitution shall be made by the Originator. Any such
repurchase or
substitution shall be made in the same manner as set forth in
Section 2.03(a).
The Trustee shall reconvey to the Depositor, the Seller or the
Originator, as
the case may be, the Mortgage Loan to be released pursuant
hereto in the same
manner, and on the same terms and conditions, as it would a
Mortgage Loan
repurchased for breach of a representation or warranty.
SECTION 2.04. [Reserved].
SECTION 2.05. Representations, Warranties and Covenants of the
Servicer.
The Servicer hereby represents, warrants and covenants to
the
Trustee, for the benefit of each of the Trustee, the
Certificateholders and the
Depositor that as of the Closing Date or as of such date
specifically provided
herein:
(i) The Servicer is a _______ duly organized, validly
existing
and in good standing under the laws of the State of ____ and is
duly
authorized and qualified to transact any and all business
contemplated
by this Agreement to be conducted by the Servicer in any state
in which
a Mortgaged Property is located or is otherwise not required
under
applicable law to effect such qualification and, in any event,
is in
compliance with the doing business laws of any such State, to
the
extent necessary to ensure its ability to enforce each Mortgage
Loan
and to service the Mortgage Loans in accordance with the terms
of this
Agreement;
(ii) The Servicer has the full power and authority to
service
each Mortgage Loan, and to execute, deliver and perform, and to
enter
into and consummate the transactions contemplated by this
Agreement and
has duly authorized by all necessary corporate action on the
part of
the Servicer the execution, delivery and performance of this
Agreement;
and this Agreement, assuming the due authorization, execution
and
delivery hereof by the Depositor and the Trustee, constitutes a
legal,
valid and binding obligation of the Servicer, enforceable
against the
Servicer in accordance with its terms, except to the extent that
(a)
the enforceability hereof may be limited by bankruptcy,
insolvency,
moratorium, receivership and other similar laws relating to
creditors'
rights generally and (b) the remedy of specific performance
and
injunctive and other forms of equitable relief may be subject to
the
equitable defenses and to the discretion of the court before
which any
proceeding therefor may be brought;
(iii) The execution and delivery of this Agreement by the
Servicer, the servicing of the Mortgage Loans by the
Servicer
hereunder, the consummation of any other of the transactions
herein
contemplated, and the fulfillment of or compliance with the
terms
hereof are in the ordinary course of business of the Servicer
and shall
not (A) result in a breach of any term or provision of the
organizational documents of the Servicer or (B) conflict with,
result
in a breach, violation or acceleration of, or result in a
default
under, the terms of any other material agreement or instrument
to which
the Servicer is a party or by which it may be bound, or any
statute,
order or regulation applicable to the Servicer of any court,
regulatory
body, administrative agency or governmental body having
jurisdiction
over the Servicer; and the Servicer is not a party to, bound by,
or in
breach or violation of any indenture or other agreement or
instrument,
or subject to or in violation of any statute, order or
regulation of
any court, regulatory body, administrative agency or
governmental body
having jurisdiction over it, which materially and adversely
affects or,
to the Servicer's knowledge, would in the future materially
and
adversely affect, (x) the ability of the Servicer to perform
its
obligations under this Agreement or (y) the business,
operations,
financial condition, properties or assets of the Servicer taken
as a
whole;
(iv) The Servicer is an approved servicer for Fannie Mae or
Freddie Mac in good standing and is a HUD approved mortgagee
pursuant
to Section 203 and Section 211 of the National Housing Act;
(v) No litigation is pending, or to the best of the
Servicer's
knowledge threatened, against the Servicer that would materially
and
adversely affect the execution, delivery or enforceability of
this
Agreement or the ability of the Servicer to service the Mortgage
Loans
or to perform any of its other obligations hereunder in
accordance with
the terms hereof;
(vi) There are no actions or proceedings against, or
investigations known to it of, the Servicer before any
court,
administrative or other tribunal (A) that might prohibit its
entering
into this Agreement, (B) seeking to prevent the consummation of
the
transactions contemplated by this Agreement or (C) that might
prohibit
or materially and adversely affect the performance by the
Servicer of
its obligations under, or validity or enforceability of,
this
Agreement;
(vii) No consent, approval,
| 
