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EXHIBIT 4.1
MERRILL LYNCH MORTGAGE INVESTORS, INC.
Depositor
[MASTER SERVICER AND SECURITIES ADMINISTRATOR],
Master Servicer and Securities Administrator
[SERVICER],
Servicer
and
[TRUSTEE],
Trustee
--------------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of [DATE]
--------------------------------------
[TRUST NAME],
MORTGAGE LOAN ASSET-BACKED CERTIFICATES, SERIES [________]
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TABLE OF CONTENTS
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ARTICLE I
DEFINITIONS............................................................................
1
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND
WARRANTIES........................... 52
Section 2.01. Conveyance of Mortgage
Loans............................................ 53
Section 2.02. Acceptance by the Trustee of the Mortgage
Loans......................... 56
Section 2.03. Representations, Warranties and Covenants of the
Depositor.............. 57
Section 2.04. Representations and Warranties of the Master
Servicer;
Representations and Warranties of the Servicer;
Representations
and Warranties of the Securities
Administrator.......................... 62
Section 2.05. Substitutions and Repurchases of Mortgage Loans
that are not
"Qualified
Mortgages."..................................................
65
Section 2.06. Authentication and Delivery of
Certificates............................. 65
Section 2.07. REMIC
Elections.........................................................
65
Section 2.08.
[RESERVED]..............................................................
69
Section 2.09. Covenants of the
Servicer............................................... 69
Section 2.10.
[RESERVED]..............................................................
69
Section 2.11. Permitted Activities of the
Trust....................................... 69
Section 2.12. Qualifying Special Purpose
Entity....................................... 70
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS......................................... 70
Section 3.01. Servicer to Service Mortgage
Loans...................................... 70
Section 3.02. Servicing and Subservicing; Enforcement of the
Obligations of
Servicer................................................................
72
Section 3.03. Rights of the Depositor, the Securities
Administrator and the
Trustee in Respect of the
Servicer...................................... 72
Section 3.04. Master Servicer to Act as
Servicer...................................... 73
Section 3.05. Collection of Mortgage Loan Payments; Collection
Account;
Certificate
Account..................................................... 73
Section 3.06. Collection of Taxes, Assessments and Similar
Items; Escrow
Accounts................................................................
77
Section 3.07. Access to Certain Documentation and Information
Regarding the
Mortgage
Loans..........................................................
78
Section 3.08. Permitted Withdrawals from the Collection Account
and
Certificate
Account..................................................... 78
Section 3.09.
[RESERVED]..............................................................
80
Section 3.10. Maintenance of Hazard
Insurance......................................... 80
Section 3.11. Enforcement of Due-On-Sale Clauses; Assumption
Agreements............... 81
Section 3.12. Realization Upon Defaulted Mortgage Loans;
Determination of
Excess
Proceeds.........................................................
82
Section 3.13. Trustee to Cooperate; Release of Mortgage
Files......................... 85
Section 3.14. Documents, Records and Funds in Possession of
Servicer to be
Held for the
Trustee.................................................... 87
Section 3.15. Servicing
Compensation..................................................
87
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Section 3.16. Access to Certain
Documentation......................................... 88
Section 3.17. Annual Statement as to
Compliance....................................... 88
Section 3.18. Annual Independent Public Accountants' Servicing
Statement;
Financial
Statements....................................................
88
Section 3.19. Rights of the NIMs
Insurer.............................................. 88
Section 3.20.
[RESERVED]..............................................................
88
Section 3.21. Annual Certificate by Securities
Administrator.......................... 89
Section 3.22. Annual Certificate by
Servicer.......................................... 89
Section 3.23. Prepayment Charge Reporting
Requirements................................ 90
Section 3.24. Statements to Securities
Administrator.................................. 90
Section 3.25.
Indemnification.........................................................
90
Section 3.26.
Nonsolicitation.........................................................
92
ARTICLE IV
DISTRIBUTIONS..........................................................................
92
Section 4.01.
Advances................................................................
92
Section 4.02. Reduction of Servicing Compensation in Connection
with
Prepayment Interest
Shortfalls.......................................... 93
Section 4.03. Distributions on the REMIC
Interests.................................... 93
Section 4.04.
Distributions...........................................................
94
Section 4.05. Monthly Statements to
Certificateholders................................ 100
ARTICLE V THE
CERTIFICATES.......................................................................
104
Section 5.01. The
Certificates........................................................
104
Section 5.02. Certificate Register; Registration of Transfer and
Exchange of
Certificates............................................................
105
Section 5.03. Mutilated, Destroyed, Lost or Stolen
Certificates....................... 112
Section 5.04. Persons Deemed
Owners................................................... 113
Section 5.05. Access to List of Certificateholders' Names and
Addresses............... 113
Section 5.06. Book-Entry
Certificates.................................................
113
Section 5.07. Notices to
Depository...................................................
114
Section 5.08. Definitive
Certificates.................................................
114
Section 5.09. Maintenance of Office or
Agency......................................... 115
ARTICLE VI THE DEPOSITOR, THE MASTER SERVICER, THE SERVICER AND
THE SECURITIES ADMINISTRATOR...... 115
Section 6.01. Respective Liabilities of the Depositor, the
Master Servicer,
the Servicer and the Securities
Administrator........................... 115
Section 6.02. Merger or Consolidation of the Depositor, the
Master Servicer,
the Servicer or the Securities
Administrator............................ 115
Section 6.03. Limitation on Liability of the Depositor, the
Securities
Administrator, the Master Servicer, the Servicer and
Others............. 116
Section 6.04. Limitation on Resignation of
Servicer................................... 117
Section 6.05. Errors and Omissions Insurance; Fidelity
Bonds.......................... 117
Section 6.06. Limitation on Resignation of the Master
Servicer........................ 118
Section 6.07. Assignment of Master
Servicing.......................................... 118
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ARTICLE VII DEFAULT; TERMINATION OF
SERVICER......................................................
118
Section 7.01. Events of
Default......................................................
118
Section 7.02. Servicer Trigger
Event................................................. 120
Section 7.03. Master Servicer to Act; Appointment of
Successor....................... 121
Section 7.04. Notification to
Certificateholders..................................... 122
ARTICLE VIII CONCERNING THE TRUSTEE and the securities
administrator............................... 123
Section 8.01. Duties of the Trustee and the Securities
Administrator................. 123
Section 8.02. Certain Matters Affecting the Trustee and the
Securities
Administrator..........................................................
124
Section 8.03. Trustee and Securities Administrator Not Liable
for Certificates
or Mortgage
Loans...................................................... 125
Section 8.04. Trustee and Securities Administrator May Own
Certificates.............. 126
Section 8.05. Trustee's and Securities Administrator's Fees and
Expenses............. 126
Section 8.06. Indemnification and Expenses of
Trustee................................ 126
Section 8.07. Eligibility Requirements for
Trustee................................... 127
Section 8.08. Resignation and Removal of
Trustee..................................... 127
Section 8.09. Successor
Trustee......................................................
128
Section 8.10. Merger or Consolidation of
Trustee..................................... 128
Section 8.11. Appointment of Co-Trustee or Separate
Trustee.......................... 129
Section 8.12. Tax
Matters............................................................
130
ARTICLE IX
TERMINATION...........................................................................
132
Section 9.01. Termination upon Liquidation or Auction of all
Mortgage Loans.......... 132
Section 9.02. Final Distribution on the
Certificates................................. 133
Section 9.03. Additional Termination
Requirements.................................... 134
ARTICLE X MISCELLANEOUS
PROVISIONS..............................................................
134
Section 10.01.
Amendment..............................................................
134
Section 10.02.
Counterparts...........................................................
136
Section 10.03. Governing
Law..........................................................
136
Section 10.04. Intention of
Parties................................................... 136
Section 10.05.
Notices................................................................
137
Section 10.06. Severability of
Provisions............................................. 137
Section 10.07.
Assignment.............................................................
138
Section 10.08. Limitation on Rights of
Certificateholders............................. 138
Section 10.09. Inspection and Audit
Rights............................................ 138
Section 10.10. Certificates Nonassessable and Fully
Paid.............................. 139
Section 10.11. Third Party
Rights..................................................... 139
Section 10.12. Additional Rights of the NIMs
Insurer.................................. 139
Section 10.13. Assignment; Sales; Advance
Facilities.................................. 139
ARTICLE XI ADMINISTRATION AND MASTER SERVICING OF THE MORTGAGE
LOANS............................. 142
Section 11.01. Master
Servicer........................................................
142
Section 11.02. Monitoring of
Servicer................................................. 143
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Section 11.03. Fidelity
Bond..........................................................
143
Section 11.04. Power to Act;
Procedures............................................... 144
Section 11.05. Documents, Records and Funds in Possession of
Master Servicer to
Be Held for
Trustee.................................................... 144
Section 11.06. Trustee to Retain Possession of Certain Insurance
Policies and
Documents..............................................................
145
Section 11.07. Compensation for the Master Servicer and the
Securities
Administrator..........................................................
145
Section 11.08. Annual Statement as to
Compliance...................................... 145
Section 11.09. Periodic
Filings.......................................................
146
Section 11.10. Obligation of the Master Servicer in Respect of
Prepayment
Interest
Shortfalls....................................................
146
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EXHIBIT A FORMS OF CERTIFICATES
EXHIBIT B-1 MORTGAGE LOAN SCHEDULE - MORTGAGE POOL
EXHIBIT B-2 MORTGAGE LOAN SCHEDULE - GROUP ONE MORTGAGE
LOANS
EXHIBIT B-3 MORTGAGE LOAN SCHEDULE - GROUP TWO MORTGAGE
LOANS
EXHIBIT C [RESERVED]
EXHIBIT D FORM OF TRUSTEE CERTIFICATION
EXHIBIT E-1 FORM OF CLASS R TRANSFEREE'S LETTER AND
AFFIDAVIT
EXHIBIT E-2 FORM OF CLASS R TRANSFEROR'S AFFIDAVIT
EXHIBIT F FORM OF TRANSFEROR CERTIFICATE
EXHIBIT G FORM OF INVESTMENT LETTER (ACCREDITED INVESTOR)
EXHIBIT H FORM OF RULE 144A LETTER (QUALIFIED INSTITUTIONAL
BUYER)
EXHIBIT I FORM OF REQUEST FOR RELEASE
EXHIBIT J [RESERVED]
EXHIBIT K FORM OF OFFICER'S CERTIFICATE OF TRUSTEE
EXHIBIT L FORM OF OFFICER'S CERTIFICATE OF SERVICER
EXHIBIT M-1 FORM OF DELINQUENCY REPORT
EXHIBIT M-2 FORM OF MONTHLY REMITTANCE ADVICE
EXHIBIT M-3 FORM OF REALIZED LOSS REPORT
EXHIBIT N-1 CLASS A-1 CAP CONTRACT
EXHIBIT N-2 CLASS A-2 CAP CONTRACT
EXHIBIT N-3 CLASS A-3/CLASS M CAP CONTRACT
EXHIBIT N-4 CLASS B CAP CONTRACT
EXHIBIT O-1 ONE-MONTH LIBOR CAP TABLE - CLASS A-1 CAP
CONTRACT
EXHIBIT O-2 ONE MONTH LIBOR CAP TABLE - CLASS A-2 CAP
CONTRACT
EXHIBIT O-3 ONE MONTH LIBOR CAP TABLE - CLASS A-3/CLASS M CAP
CONTRACT
EXHIBIT O-4 ONE MONTH LIBOR CAP TABLE - CLASS B CAP CONTRACT
EXHIBIT P FORM OF POWER OF ATTORNEY
EXHIBIT Q FORM OF TRANSFEROR REPRESENTATION LETTER
FOR TRANSFER TO REGULATION S BOOK-ENTRY CERTIFICATE
FROM A HOLDER OF A RULE 144A BOOK-ENTRY CERTIFICATE OR
DEFINITIVE CERTIFICATE
EXHIBIT R FORM OF TRANSFEROR REPRESENTATION LETTER
FOR TRANSFER PURSUANT TO RULE 144A FROM A HOLDER OF
A REGULATION S BOOK-ENTRY CERTIFICATE OR DEFINITIVE
CERTIFICATE
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POOLING AND SERVICING AGREEMENT (the "Agreement"), dated as of
[DATE],
among MERRILL LYNCH MORTGAGE INVESTORS, INC., as depositor (the
"Depositor"),
[MASTER SERVICER AND SECURITIES ADMINISTRATOR], as master
servicer (the "Master
Servicer") and securities administrator (the "Securities
Administrator"),
[SERVICER], as servicer (the "Servicer") and [TRUSTEE], as
trustee (the
"Trustee").
The Depositor is the owner of the Trust Fund that is hereby
conveyed to
the Trustee in return for the Certificates. The Trust Fund for
federal income
tax purposes will consist of (i) two real estate mortgage
investment conduits,
(ii) the right to receive payments distributable to the Class P
Certificates
pursuant to Section 4.04(b)(i) hereof, (iii) each Cap Contract
and the Cap
Contract Account and (iv) the grantor trusts described in
Section 2.07 hereof.
The Lower Tier REMIC will consist of all of the assets
constituting the Trust
Fund (other than the assets described in clauses (ii), (iii) and
(iv) above and
the Lower Tier REMIC Regular Interests) and will be evidenced by
the Lower Tier
REMIC Regular Interests (which will be uncertificated and will
represent the
"regular interests" in the Lower Tier REMIC) and the Class LTR
Interest as the
single "residual interest" in the Lower Tier REMIC. The Trustee
will hold the
Lower Tier REMIC Regular Interests. The Upper Tier REMIC will
consist of the
Lower Tier REMIC Regular Interests and will be evidenced by the
REMIC Regular
Interests (which will represent the "regular interests" in the
Upper Tier REMIC)
and the Residual Interest as the single "residual interest" in
the Upper Tier
REMIC. The Class R Certificate will represent beneficial
ownership of the Class
LTR Interest and the Residual Interest. The "latest possible
maturity date" for
federal income tax purposes of all interests created hereby will
be the Latest
Possible Maturity Date.
All covenants and agreements made by the Transferor in the
Transfer
Agreement, by the Seller in the Sale Agreement and by the
Depositor and the
Trustee herein with respect to the Mortgage Loans and the other
property
constituting the Trust Fund are for the benefit of the Holders
from time to time
of the Certificates and, to the extent provided herein, the NIMs
Insurer.
In consideration of the mutual agreements herein contained, the
Depositor,
the Master Servicer, the Securities Administrator, the Servicer
and the Trustee
hereby agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and
phrases, unless
the context otherwise requires, shall have the following
meanings:
Accepted Master Servicing Practices: With respect to any
Mortgage Loan, as
applicable, either (x) those customary mortgage master servicing
practices of
prudent master servicing institutions that master service
mortgage loans of the
same type and quality as such Mortgage Loan in the jurisdiction
where the
related Mortgaged Property is located, to the extent applicable
to the Master
Servicer (except in its capacity as successor to the Servicer),
or (y) as
provided in Section 11.01 hereof, but in no event below the
standard set forth
in clause (x) of this definition.
Accepted Servicing Practices: The Servicer's normal servicing
practices,
which will conform to the mortgage servicing practices of
prudent mortgage
lending institutions that service for their own account mortgage
loans of the
same type as the Mortgages Loans in the jurisdictions in which
the related
Mortgaged Properties (or Underlying Mortgaged Properties in the
case of Co-op
Loans) are located.
Accrual Period: With respect to each Class of Certificates and
the Lower
Tier REMIC Interests and any Distribution Date, the period
commencing on the
immediately preceding Distribution Date (or, in
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the case of the first Distribution Date, the Closing Date) and
ending on the day
immediately preceding such Distribution Date. All calculations
of interest on
each Class of Certificates and the Lower Tier REMIC Interests
will be made on
the basis of the actual number of days elapsed in the related
Accrual Period and
a 360 day year.
Adjustable Rate Mortgage Loan: A Mortgage Loan identified in the
Mortgage
Loan Schedule as having a Mortgage Rate that is adjustable.
Adjustment Date: As to each Adjustable Rate Mortgage Loan, each
date on
which the related Mortgage Rate is subject to adjustment, as
provided in the
related Mortgage Note.
Advance: The aggregate of the advances required to be made by
the Servicer
with respect to any Distribution Date pursuant to Section 4.01,
the amount of
any such advances being equal to the sum of the aggregate amount
of all payments
of principal and interest (net of the Servicing Fee) on the
Mortgage Loans that
were due during the applicable Due Period and not received as of
the close of
business on the related Determination Date (other than the
principal portion of
any Balloon Amount), less the aggregate amount of any such
Delinquent payments
that the Servicer has determined would constitute a
Non-Recoverable Advance were
an advance to be made with respect thereto; provided, however,
that with respect
to any Mortgage Loan that has been converted to an REO Property,
the obligation
to make advances shall be limited to payments of interest.
Advance Facility: A financing or other facility as described in
Section
10.13.
Advance Facility Notice: As defined in Section 10.13(b).
Advance Financing Person: As defined in Section 10.13(a).
Advance Reimbursement Amount: As defined in Section
10.13(b).
Affiliate: With respect to any specified Person, any other
Person
controlling, controlled by or under common control with such
Person. For the
purposes of this definition, "control" means the power to direct
the management
and policies of a Person, directly or indirectly, whether
through ownership of
voting securities, by contract or otherwise; and the terms
"controlling" and
"controlled" have meanings correlative to the foregoing.
Aggregate Certificate Principal Balance: For any date of
determination,
the sum of the Class A-1 Certificate Principal Balance, the
Class A-2A1
Certificate Principal Balance, the Class A-2A2 Certificate
Principal Balance,
the Class A-2B Certificate Principal Balance, the Class A-3
Certificate
Principal Balance, the Class R Certificate Principal Balance,
the Class M-1
Certificate Principal Balance, the Class M-2 Certificate
Principal Balance, the
Class M-3 Certificate Principal Balance, the Class M-4
Certificate Principal
Balance, the Class M-5 Certificate Principal Balance, the Class
M-6 Certificate
Principal Balance, the Class B-1A Certificate Principal Balance,
Class B-1B
Certificate Principal Balance, the Class B-2A Certificate
Principal Balance, the
Class B-2B Certificate Principal Balance, the Class B-3A
Certificate Principal
Balance, the Class B-3B Certificate Principal Balance, the Class
B-4A
Certificate Principal Balance and the Class B-4B Certificate
Principal Balance,
in each case as of such date of determination.
Agreement: This Pooling and Servicing Agreement and any and all
amendments
or supplements hereto made in accordance with the terms
herein.
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Applied Realized Loss Amount: With respect to any Distribution
Date, the
amount, if any, by which, the sum of (i) the Aggregate
Certificate Principal
Balance and (ii) the Class C Certificate Principal Balance after
distributions
of principal on such Distribution Date exceeds the aggregate
Stated Principal
Balance of the Mortgage Loans as of such Distribution Date.
Appraised Value: With respect to a Mortgage Loan the proceeds of
which
were used to purchase the related Mortgaged Property (or the
related residential
dwelling unit in the Underlying Mortgaged Property in the case
of a Co-op Loan),
the "Appraised Value" of a Mortgaged Property (or the related
residential
dwelling unit in the Underlying Mortgaged Property in the case
of a Co-op Loan)
is the lesser of (1) the appraised value based on an appraisal
made for the
Seller by an independent fee appraiser at the time of the
origination of the
related Mortgage Loan, and (2) the sales price of such Mortgaged
Property (or
the related residential dwelling unit in the Underlying
Mortgaged Property in
the case of a Co-op Loan) at such time of origination. With
respect to a
Mortgage Loan the proceeds of which were used to refinance an
existing mortgage
loan, the "Appraised Value" is the appraised value of the
Mortgaged Property (or
the related residential dwelling unit in the Underlying
Mortgaged Property in
the case of a Co-op Loan) based upon the appraisal obtained at
the time of
refinancing.
Assignment of Mortgage: An assignment of the Mortgage, notice of
transfer
(or UCC-3 assignment (or equivalent instrument) with respect to
each Co-op Loan)
or equivalent instrument, in recordable form (except in the case
of a Co-op
Loan) (except for the name of the assignee if such Mortgage Loan
is endorsed in
blank), sufficient under the laws of the jurisdiction where the
related
Mortgaged Property (or Underlying Mortgaged Property, in the
case of a Co-op
Loan) is located to reflect of record the sale and assignment of
the Mortgage
Loan to the Trustee, which assignment, notice of transfer or
equivalent
instrument may, if permitted by law, be in the form of one or
more blanket
assignments covering Mortgages secured by Mortgaged Properties
located in the
same county.
Available Funds Cap: Any of the Class A-1 Available Funds Cap,
the Class
A-2 Available Funds Cap or the Weighted Average Available Funds
Cap.
Balloon Loan: A Mortgage Loan having an original term to stated
maturity
of approximately 10 years which provides for level monthly
payments of principal
and interest based on a 30-year amortization schedule, with a
balloon payment of
the remaining outstanding principal balance due on such Mortgage
Loan at its
stated maturity.
Book-Entry Certificates: Any of the Certificates that shall be
registered
in the name of the Depository or its nominee, the ownership of
which is
reflected on the books of the Depository or on the books of a
Person maintaining
an account with the Depository (directly, as a "Depository
Participant," or
indirectly, as an indirect participant in accordance with the
rules of the
Depository and as described in Section 5.06). As of the Closing
Date, each of
the Class A (other than the Class R Certificate), Class M and
Class B
Certificates constitutes a Class of Book-Entry Certificates.
Bring Down Letter: Those certain letter agreements, dated as of
__________
between Transferor and the Seller, with respect to the Mortgage
Loans.
Business Day: Any day other than (1) a Saturday or a Sunday, or
(2) a day
on which banking institutions in the State of California, State
of Maryland,
State of Minnesota, State of Texas and in the City of New York,
New York are
authorized or obligated by law or executive order to be
closed.
Cap Contract: Any of the Class A-1 Cap Contract, the Class A-2
Cap
Contract, the Class A-3/Class M Cap Contract or the Class B Cap
Contract.
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Cap Contract Account: The separate Eligible Account created and
maintained
by the Securities Administrator pursuant to Section 4.04(k)(i)
in the name of
the Trustee for the benefit of the Trust Fund and designated
"[SECURITIES
ADMINISTRATOR], as securities administrator for [TRUSTEE], as
trustee, in trust
for registered holders of [TRUST NAME], Mortgage Loan
Asset-Backed Certificates,
Series [_______]." Funds in the Cap Contract Account shall be
held in trust for
the Trust Fund for the uses and purposes set forth in this
Agreement.
Cap Contract Counterparty: [CAP CONTRACT COUNTERPARTY].
Cap Contract Notional Balance: Any of the Class A-1 Cap Contract
Notional
Balance, the Class A-2 Cap Contract Notional Balance, the Class
A-3/Class M Cap
Contract Notional Balance or the Class B Cap Contract Notional
Balance.
Cap Contract Termination Date: Any of the Class A-1 Cap
Contract
Termination Date, the Class A-2 Cap Contract Termination Date,
the Class
A-3/Class M Cap Contract Termination Date or the Class B Cap
Contract
Termination Date.
Certificate: Any one of the certificates of any Class executed
by the
Securities Administrator and authenticated by the Securities
Administrator in
substantially the forms attached hereto as Exhibit A.
Certificate Account: The separate Eligible Account created and
maintained
by the Securities Administrator pursuant to Section 3.05(e) in
the name of the
Trustee for the benefit of the Certificateholders and designated
"[SECURITIES
ADMINISTRATOR], as securities administrator for [TRUSTEE], as
trustee, in trust
for registered holders of [TRUST NAME], Mortgage Loan
Asset-Backed Certificates,
Series [_____]." Funds in the Certificate Account shall be held
in trust for the
Certificateholders for the uses and purposes set forth in this
Agreement.
Certificate Group: Either of Certificate Group One or
Certificate Group
Two.
Certificate Group One: The Class A-1 and Class R Certificates.
For
purposes of Section 2.07 hereof, Certificate Group One shall be
related to Group
One.
Certificate Group Two: The Class A-2A1, Class A-2A2 and Class
A-2B
Certificates. For purposes of Section 2.07 hereof, Certificate
Group Two shall
be related to Group Two.
Certificate Owner: With respect to a Book-Entry Certificate, the
Person
that is the beneficial owner of such Book-Entry Certificate.
Certificate Principal Balance: As to any Certificate and as of
any
Distribution Date, the Initial Certificate Principal Balance of
such Certificate
less the sum of (1) all amounts distributed with respect to such
Certificate in
reduction of the Certificate Principal Balance thereof on
previous Distribution
Dates pursuant to Section 4.04, and (2) any Applied Realized
Loss Amounts
allocated to such Certificate on previous Distribution Dates
pursuant to Section
4.04(i). On each Distribution Date, after all distributions of
principal on such
Distribution Date, a portion of the Class C Interest Carry
Forward Amount in an
amount equal to the excess of the Overcollateralization Amount
on such
Distribution Date over the Overcollateralization Amount as of
the preceding
Distribution Date (or, in the case of the first Distribution
Date, the initial
Overcollateralization Amount) will be added to the aggregate
Certificate
Principal Balance of the Class C Certificates (on a pro rata
basis).
Notwithstanding the foregoing on any Distribution Date relating
to a Due Period
in which a Subsequent Recovery has been received by the
Servicer, the
Certificate Principal Balance of any Class of Certificates then
outstanding for
which any Applied Realized Loss Amount has been allocated will
be increased, in
order of seniority, by an amount
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equal to the lesser of (i) the Unpaid Realized Loss Amount for
such Class of
Certificates and (ii) the total of any Subsequent Recovery
distributed on such
date to the Certificateholders (reduced by the amount of the
increase in the
Certificate Principal Balance of any more senior Class of
Certificates pursuant
to this sentence on such Distribution Date).
Certificate Register: The register maintained pursuant to
Section 5.02
hereof.
Certificateholder or Holder: The Person in whose name a
Certificate is
registered in the Certificate Register (initially, Cede &
Co., as nominee for
the Depository) in the case of any Class of Regular Certificates
or the Class R
Certificate, except that solely for the purpose of giving any
consent pursuant
to this Agreement, any Certificate registered in the name of the
Depositor or
any Affiliate of the Depositor shall be deemed not to be
Outstanding and the
Percentage Interest evidenced thereby shall not be taken into
account in
determining whether the requisite amount of Percentage Interests
necessary to
effect such consent has been obtained; provided, however, that
if any such
Person (including the Depositor) owns 100% of the Percentage
Interests evidenced
by a Class of Certificates, such Certificates shall be deemed to
be Outstanding
for purposes of any provision hereof that requires the consent
of the Holders of
Certificates of a particular Class as a condition to the taking
of any action
hereunder. The Securities Administrator and the Trustee are
entitled to rely
conclusively on a certification of the Depositor or any
Affiliate of the
Depositor in determining which Certificates are registered in
the name of an
Affiliate of the Depositor.
Class: All Certificates bearing the same Class designation as
set forth in
Section 5.01 hereof.
Class A Certificate Principal Balance: As of any date of
determination,
the sum of the Class A-1 Certificate Principal Balance, the
Class A-2A1
Certificate Principal Balance, the Class A-2A2 Certificate
Principal Balance,
the Class A-2B Certificate Principal Balance, the Class A-3
Certificate
Principal Balance and the Class R Certificate Principal
Balance.
Class A Certificates: Any of the Class A-1 Certificates, the
Class A-2
Certificates, the Class A-3 Certificates and the Class R
Certificates.
Class A Principal Distribution Amount: With respect to any
Distribution
Date (1) prior to the related Stepdown Date or any Distribution
Date on which a
Stepdown Trigger Event exists, 100% of the Principal
Distribution Amount for
such Distribution Date and (2) on or after the Stepdown Date
where a Stepdown
Trigger Event does not exist, the excess of (A) the Class A
Certificate
Principal Balance immediately prior to such Distribution Date
over (B) the
lesser of (i) ____% of the aggregate Stated Principal Balance of
the Mortgage
Loans as of the end of the immediately preceding Due Period and
(ii) the excess
of the aggregate Stated Principal Balance of the Mortgage Loans
as of the end of
the immediately preceding Due Period over the Minimum
Required
Overcollateralization Amount; provided, however, that in no
event will the Class
A Principal Distribution Amount with respect to any Distribution
Date exceed the
aggregate Certificate Principal Balance of the Class A
Certificates.
Class A-1 Available Funds Cap: With respect to a Distribution
Date, the
per annum rate equal to the product of (i) 12, (ii) the quotient
of (x) the
total scheduled interest on the Mortgage Loans in Group One
based on the Net
Mortgage Rates in effect on the related Due Date divided by (y)
the aggregate
Stated Principal Balance of the Mortgage Loans in Group One as
of the first day
of the related Accrual Period (or, in the case of the first
Distribution Date,
as of the Cut-off Date) and (iii) a fraction, the numerator of
which is 30, and
the denominator of which is the actual number of days in the
related Accrual
Period.
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<PAGE>
Class A-1 Cap Contract: The confirmation and agreement between
the Trust
Fund or Trustee and the Cap Contract Counterparty (in the form
of Exhibit N-1
hereto).
Class A-1 Cap Contract Notional Balance: With respect to any
Distribution
Date, the Class A-1 Cap Contract Notional Balance set forth for
such
Distribution Date in the Class A-1 One-Month LIBOR Cap Table
attached hereto as
Exhibit O-1.
Class A-1 Cap Contract Termination Date: The Distribution Date
in July
2008.
Class A-1 Certificates: Any Certificate designated as a "Class
A-1
Certificate" on the face thereof, in the form of Exhibit A
hereto, representing
the right to distributions as set forth herein.
Class A-1 Certificate Principal Balance: As of any date of
determination,
the aggregate Certificate Principal Balance of the Class A-1
Certificates.
Class A-1 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class A-1
Pass-Through Rate on
the Class A-1 Certificate Principal Balance as of such
Distribution Date plus
the portion of any previous distributions on such Class in
respect of Current
Interest or a Class A-1 Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any
Non-Supported Interest
Shortfall allocated on such Distribution Date to the Class A-1
Certificates.
Class A-1 Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class A-1 Current Interest with
respect to
prior Distribution Dates over (B) the amount actually
distributed to the Class
A-1 Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by
applicable law) at the
Class A-1 Pass-Through Rate for the related Accrual Period.
Class A-1 Margin: As of any Distribution Date up to and
including the
Initial Optional Termination Date, ____% per annum and, as of
any Distribution
Date after the Initial Optional Termination Date, ____% per
annum.
Class A-1 Maximum Rate Cap: With respect to a Distribution Date,
the per
annum rate, adjusted to reflect the length of the related
Accrual Period, equal
to the weighted average of the maximum lifetime Net Mortgage
Rates on the
Adjustable Rate Mortgage Loans in Group One and the Net Mortgage
Rates on the
Fixed Rate Mortgage Loans in Group One. The Class A-1 Maximum
Rate Cap shall
relate to the Class A-1 and Class R Certificates.
Class A-1 Pass-Through Rate: For the first Distribution Date,
4.320% per
annum. As of any Distribution Date thereafter, the lesser of (1)
One-Month LIBOR
plus the Class A-1 Margin and (2) the Class A-1 Available Funds
Cap for such
Distribution Date.
Class A-1 Upper Collar: With respect to each Distribution Date
with
respect to which payments are received on the Class A-1 Cap
Contract, a rate
equal to the lesser of One-Month LIBOR and _____% per annum.
Class A-2 Available Funds Cap: With respect to a Distribution
Date, the
per annum rate equal to the product of (i) 12, (ii) the quotient
of (x) the
total scheduled interest on the Mortgage Loans in Group Two
based on the Net
Mortgage Rates in effect on the related Due Date divided by (y)
the aggregate
Stated Principal Balance of the Mortgage Loans in Group Two as
of the first day
of the related Accrual Period (or, in the case of the first
Distribution Date,
as of the Cut-off Date) and (iii) a fraction, the
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<PAGE>
numerator of which is 30, and the denominator of which is the
actual number of
days in the related Accrual Period.
Class A-2 Cap Contract: The confirmation and agreement between
the Trust
Fund or Trustee and the Cap Contract Counterparty (in the form
of Exhibit N-2
hereto).
Class A-2 Cap Contract Notional Balance: With respect to any
Distribution
Date, the Class A-2 Cap Contract Notional Balance set forth for
such
Distribution Date in the Class A-2 One-Month LIBOR Cap Table
attached hereto as
Exhibit O-2.
Class A-2 Cap Contract Termination Date: The Distribution Date
in _______.
Class A-2 Certificates: Any of the Class A-2A1, Class A-2A2 and
Class A-2B
Certificates.
Class A-2 Maximum Rate Cap: With respect to a Distribution Date,
the per
annum rate, adjusted to reflect the length of the related
Accrual Period, equal
to the weighted average of the maximum lifetime Net Mortgage
Rates on the
Adjustable Rate Mortgage Loans in Group Two and the Net Mortgage
Rates on the
Fixed Rate Mortgage Loans in Group Two. The Class A-2 Maximum
Rate Cap shall
relate to the Class A-2 Certificates.
Class A-2 Upper Collar: With respect to each Distribution Date
with
respect to which payments are received on the Class A-2 Cap
Contract, a rate
equal to the lesser of One-Month LIBOR and _____% per annum.
Class A-2A1 Certificate: Any Certificate designated as a "Class
A-2A1
Certificate" on the face thereof, in the form of Exhibit A
hereto, representing
the right to distributions as set forth herein.
Class A-2A1 Certificate Principal Balance: As of any date of
determination, the aggregate Certificate Principal Balance of
the Class A-2A1
Certificates.
Class A-2A1 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class A-2A1
Pass-Through Rate
on the Class A-2A1 Certificate Principal Balance as of such
Distribution Date
plus the portion of any previous distributions on such Class in
respect of
Current Interest or a Class A-2A1 Interest Carry Forward Amount
that is
recovered as a voidable preference by a trustee in bankruptcy,
less any
Non-Supported Interest Shortfall allocated on such Distribution
Date to the
Class A-2A1 Certificates. For purposes of calculating interest,
principal
distributions on a Distribution Date will be deemed to have been
made on the
first day of the Accrual Period in which such Distribution Date
occurs.
Class A-2A1 Interest Carry Forward Amount: As of any
Distribution Date,
the sum of (1) the excess of (A) the Class A-2A1 Current
Interest with respect
to prior Distribution Dates over (B) the amount actually
distributed to the
Class A-2A1 Certificates with respect to interest on such prior
Distribution
Dates and (2) interest on such excess (to the extent permitted
by applicable
law) at the Class A-2A1 Pass-Through Rate for the related
Accrual Period.
Class A-2A1 Margin: As of any Distribution Date up to and
including the
Initial Optional Termination Date, ____% per annum and, as of
any Distribution
Date after the Initial Optional Termination Date, ____% per
annum.
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<PAGE>
Class A-2A1 Pass-Through Rate: For the first Distribution Date,
____% per
annum. As of any Distribution Date thereafter, the lesser of (1)
One-Month LIBOR
plus the Class A-2A1 Margin and (2) the Class A-2 Available
Funds Cap for such
Distribution Date.
Class A-2A2 Certificate: Any Certificate designated as a "Class
A-2A2
Certificate" on the face thereof, in the form of Exhibit A
hereto, representing
the right to distributions as set forth herein.
Class A-2A2 Certificate Principal Balance: As of any date of
determination, the aggregate Certificate Principal Balance of
the Class A-2A2
Certificates.
Class A-2A2 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class A-2A2
Pass-Through Rate
on the Class A-2A2 Certificate Principal Balance as of such
Distribution Date
plus the portion of any previous distributions on such Class in
respect of
Current Interest or a Class A-2A2 Interest Carry Forward Amount
that is
recovered as a voidable preference by a trustee in bankruptcy,
less any
Non-Supported Interest Shortfall allocated on such Distribution
Date to the
Class A-2A2 Certificates. For purposes of calculating interest,
principal
distributions on a Distribution Date will be deemed to have been
made on the
first day of the Accrual Period in which such Distribution Date
occurs.
Class A-2A2 Interest Carry Forward Amount: As of any
Distribution Date,
the sum of (1) the excess of (A) the Class A-2A2 Current
Interest with respect
to prior Distribution Dates over (B) the amount actually
distributed to the
Class A-2A2 Certificates with respect to interest on such prior
Distribution
Dates and (2) interest on such excess (to the extent permitted
by applicable
law) at the Class A-2A2 Pass-Through Rate for the related
Accrual Period.
Class A-2A2 Margin: As of any Distribution Date up to and
including the
Initial Optional Termination Date, ____% per annum and, as of
any Distribution
Date after the Initial Optional Termination Date, ____% per
annum.
Class A-2A2 Pass-Through Rate: For the first Distribution Date,
____% per
annum. As of any Distribution Date thereafter, the lesser of (1)
One-Month LIBOR
plus the Class A-2A2 Margin and (2) the Class A-2 Available
Funds Cap for such
Distribution Date.
Class A-2B Certificate: Any Certificate designated as a "Class
A-2B
Certificate" on the face thereof, in the form of Exhibit A
hereto, representing
the right to distributions as set forth herein.
Class A-2B Certificate Principal Balance: As of any date of
determination,
the aggregate Certificate Principal Balance of the Class A-2B
Certificates.
Class A-2B Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class A-2B
Pass-Through Rate on
the Class A-2B Certificate Principal Balance as of such
Distribution Date plus
the portion of any previous distributions on such Class in
respect of Current
Interest or a Class A-2B Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any
Non-Supported Interest
Shortfall allocated on such Distribution Date to the Class A-2B
Certificates.
For purposes of calculating interest, principal distributions on
a Distribution
Date will be deemed to have been made on the first day of the
Accrual Period in
which such Distribution Date occurs.
Class A-2B Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class A-2B Current Interest
with respect to
prior Distribution Dates over (B) the amount actually
distributed to the Class
A-2B Certificates with respect to interest on such prior
Distribution Dates
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<PAGE>
and (2) interest on such excess (to the extent permitted by
applicable law) at
the Class A-2B Pass-Through Rate for the related Accrual
Period.
Class A-2B Margin: As of any Distribution Date up to and
including the
Initial Optional Termination Date, ____% per annum and, as of
any Distribution
Date after the Initial Optional Termination Date, ____% per
annum.
Class A-2B Pass-Through Rate: For the first Distribution Date,
____% per
annum. As of any Distribution Date thereafter, the lesser of (1)
One-Month LIBOR
plus the Class A-2B Margin and (2) the Class A-2 Available Funds
Cap for such
Distribution Date.
Class A-3 Certificate: Any Certificate designated as a "Class
A-3
Certificate" on the face thereof, in the form of Exhibit A
hereto, representing
the right to distributions as set forth herein.
Class A-3 Certificate Principal Balance: As of any date of
determination,
the aggregate Certificate Principal Balance of the Class A-3
Certificates.
Class A-3/Class M Cap Contract: The confirmation and agreement
between the
Trust Fund or the Trustee and the Cap Contract Counterparty (in
the form of
Exhibit N-3 hereto).
Class A-3/Class M Cap Contract Notional Balance: With respect to
any
Distribution Date, the Class A-3/Class M Cap Contract Notional
Balance set forth
for such Distribution Date in the Class A-3/Class M One Month
LIBOR Cap Table
attached hereto as Exhibit O-3.
Class A-3/Class M Cap Contract Termination Date: The
Distribution Date in
_______.
Class A-3/Class M Upper Collar: With respect to each
Distribution Date
with respect to which payments are received on the Class
A-3/Class M Cap
Contract, a rate equal to the lesser of One-Month LIBOR and
____% per annum.
Class A-3 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class A-3
Pass-Through Rate on
the Class A-3 Certificate Principal Balance as of such
Distribution Date plus
the portion of any previous distributions on such Class in
respect of Class A-3
Current Interest or a Class A-3 Interest Carry Forward Amount
that is recovered
as a voidable preference by a trustee in bankruptcy, less any
Non-Supported
Interest Shortfall allocated on such Distribution Date to the
Class A-3
Certificates.
Class A-3 Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class A-3 Current Interest with
respect to
prior Distribution Dates over (B) the amount actually
distributed to the Class
A-3 Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by
applicable law) at the
Class A-3 Pass-Through Rate for the related Accrual Period.
Class A-3 Margin: As of any Distribution Date up to and
including the
Initial Optional Termination Date, ____% per annum and, as of
any Distribution
Date after the Initial Optional Termination Date, ____% per
annum.
Class A-3 Pass-Through Rate: For the first Distribution Date,
____% per
annum. As of any Distribution Date thereafter, the lesser of (1)
One-Month LIBOR
plus the Class A-3 Margin and (2) the Weighted Average Available
Funds Cap for
such Distribution Date.
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<PAGE>
Class B Cap Contract: The confirmation and agreement between the
Trust
Fund or the Trustee and the Cap Contract Counterparty (in the
form of Exhibit
N-4 hereto).
Class B Cap Contract Notional Balance: With respect to any
Distribution
Date, the Class B Cap Contract Notional Balance set forth for
such Distribution
Date in the Class B One Month LIBOR Cap Table attached hereto as
Exhibit O-4.
Class B Cap Contract Termination Date: The Distribution Date in
_________.
Class B Certificates: Any of the Class B-1A, Class B-1B, Class
B-2A, Class
B-2B, Class B-3A, Class B-3B, Class B-4A and Class B-4B
Certificates.
Class B Upper Collar: With respect to each Distribution Date
with respect
to which payments are received on the Class B Cap Contract, a
rate equal to the
lesser of One-Month LIBOR and ____% per annum.
Class B-1 Applied Realized Loss Amount: As of any Distribution
Date, the
sum of all Applied Realized Loss Amounts with respect to the
Mortgage Loans
which have been applied to the reduction of the Certificate
Principal Balance of
the Class B-1 Certificates.
Class B-1 Certificate: Any of the Class B-1A and Class B-1B
Certificates.
Class B-1 Certificate Principal Balance: As of any date of
determination,
the sum of the Class B-1A Certificate Principal Balance and the
Class B-1B
Certificate Principal Balance.
Class B-1 Principal Distribution Amount: With respect to any
Distribution
Date on or after the Stepdown Date, 100% of the Principal
Distribution Amount
for such Distribution Date if the Class A Certificate Principal
Balance and the
Class M Certificate Principal Balance, have been reduced to zero
and a Stepdown
Trigger Event exists, or as long as a Stepdown Trigger Event
does not exist, the
excess of (1) the sum of (A) the Class A Certificate Principal
Balance (after
taking into account distributions of the Class A Principal
Distribution Amount
on such Distribution Date), (B) the Class M-1 Certificate
Principal Balance
(after taking into account distributions of the Class M-1
Principal Distribution
Amount on such Distribution Date), (C) the Class M-2 Certificate
Principal
Balance (after taking into account distributions of the Class
M-2 Principal
Distribution Amount on such Distribution Date), (D) the Class
M-3 Certificate
Principal Balance (after taking into account distributions of
the Class M-3
Principal Distribution Amount on such Distribution Date), (E)
the Class M-4
Certificate Principal Balance (after taking into account
distributions of the
Class M-4 Principal Distribution Amount on such Distribution
Date, (F) the Class
M-5 Certificate Principal Balance (after taking into account
distributions of
the Class M-5 Principal Distribution Amount on such Distribution
Date, (G) the
Class M-6 Certificate Principal Balance (after taking into
account distributions
of the Class M-6 Principal Distribution Amount on such
Distribution Date and (H)
the Class B-1 Certificate Principal Balance immediately prior to
such
Distribution Date over (2) the lesser of (A) _____% of the
Stated Principal
Balance of the Mortgage Loans as of the end of the immediately
preceding Due
Period and (B) the excess of the Stated Principal Balance of the
Mortgage Loans
as of the end of the immediately preceding Due Period over the
Minimum Required
Overcollateralization Amount. Notwithstanding the foregoing, (I)
on any
Distribution Date prior to the Stepdown Date on which the
Certificate Principal
Balance of each Class of Class A Certificates and Class M
Certificates has been
reduced to zero, the Class B-1 Principal Distribution Amount
will equal the
lesser of (x) the outstanding Certificate Principal Balance of
the Class B-1
Certificates and (y) 100% of the Principal Distribution Amount
remaining after
any distributions on such Class A and Class M Certificates and
(II) in no event
will the Class B-1 Principal Distribution Amount with respect to
any
Distribution Date exceed the Class B-1 Certificate Principal
Balance.
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<PAGE>
Class B-1 Unpaid Realized Loss Amount: As of any Distribution
Date, the
excess of (1) the Class B-1 Applied Realized Loss Amount over
(2) the sum of (x)
all distributions in reduction of the Class B-1 Unpaid Realized
Loss Amounts on
all previous Distribution Dates and (y) all increases in the
Certificate
Principal Balance of the Class B-1 Certificates pursuant to the
last sentence of
the definition of "Certificate Principal Balance."
Class B-1A Certificate: Any Certificate designated as a "Class
B-1A
Certificate" on the face thereof, in the form of Exhibit A
hereto, representing
the right to distributions as set forth herein.
Class B-1A Certificate Principal Balance: As of any date of
determination,
the aggregate Certificate Principal Balance of the Class B-1A
Certificates.
Class B-1A Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class B-1A
Pass-Through Rate on
the Class B-1A Certificate Principal Balance as of such
Distribution Date plus
the portion of any previous distributions on such Class in
respect of Current
Interest or a Class B-1A Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any
Non-Supported Interest
Shortfall allocated on such Distribution Date to the Class B-1A
Certificates.
Class B-1A Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class B-1A Current Interest
with respect to
prior Distribution Dates over (B) the amount actually
distributed to the Class
B-1A Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by
applicable law) at the
Class B-1A Pass-Through Rate for the related Accrual Period.
Class B-1A Margin: As of any Distribution Date up to and
including the
Initial Optional Termination Date, _____% per annum and, as of
any Distribution
Date after the Initial Optional Termination Date, _____% per
annum.
Class B-1A Pass-Through Rate: For the first Distribution Date,
____% per
annum. As of any Distribution Date thereafter, the lesser of (1)
One-Month LIBOR
plus the Class B-1A Margin and (2) the Weighted Average
Available Funds Cap for
such Distribution Date.
Class B-1B Certificate: Any Certificate designated as a "Class
B-1B
Certificate" on the face thereof, in the form of Exhibit A
hereto, representing
the right to distributions as set forth herein.
Class B-1B Certificate Principal Balance: As of any date of
determination,
the aggregate Certificate Principal Balance of the Class B-1B
Certificates.
Class B-1B Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class B-1B
Pass-Through Rate on
the Class B-1B Certificate Principal Balance as of such
Distribution Date plus
the portion of any previous distributions on such Class in
respect of Current
Interest or a Class B-1B Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any
Non-Supported Interest
Shortfall allocated on such Distribution Date to the Class B-1B
Certificates.
Class B-1B Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class B-1B Current Interest
with respect to
prior Distribution Dates over (B) the amount actually
distributed to the Class
B-1B Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by
applicable law) at the
Class B-1B Pass-Through Rate for the related Accrual Period.
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<PAGE>
Class B-1B Margin: As of any Distribution Date up to and
including the
Initial Optional Termination Date, ____% per annum and, as of
any Distribution
Date after the Initial Optional Termination Date, ____% per
annum.
Class B-1B Pass-Through Rate: For the first Distribution Date,
____% per
annum. As of any Distribution Date thereafter, the lesser of (1)
One-Month LIBOR
plus the Class B-1B Margin and (2) the Weighted Average
Available Funds Cap for
such Distribution Date.
Class B-2 Applied Realized Loss Amount: As of any Distribution
Date, the
sum of all Applied Realized Loss Amounts with respect to the
Mortgage Loans
which have been applied to the reduction of the Certificate
Principal Balance of
the Class B-2 Certificates.
Class B-2 Certificate: Any of the Class B-2A and Class B-2B
Certificates.
Class B-2 Certificate Principal Balance: As of any date of
determination,
the sum of the Class B-2A Certificate Principal Balance and the
Class B-2B
Certificate Principal Balance.
Class B-2 Principal Distribution Amount: With respect to any
Distribution
Date on or after the Stepdown Date, 100% of the Principal
Distribution Amount
for such Distribution Date if the Class A Certificate Principal
Balance, the
Class M Certificate Principal Balance and the Class B-1
Certificate Principal
Balance have been reduced to zero and a Stepdown Trigger Event
exists, or as
long as a Stepdown Trigger Event does not exist, the excess of
(1) the sum of
(A) the Class A Certificate Principal Balance (after taking into
account
distributions of the Class A Principal Distribution Amount on
such Distribution
Date), (B) the Class M-1 Certificate Principal Balance (after
taking into
account distributions of the Class M-1 Principal Distribution
Amount on such
Distribution Date), (C) the Class M-2 Certificate Principal
Balance (after
taking into account distributions of the Class M-2 Principal
Distribution Amount
on such Distribution Date), (D) the Class M-3 Certificate
Principal Balance
(after taking into account distributions of the Class M-3
Principal Distribution
Amount on such Distribution Date), (E) the Class M-4 Certificate
Principal
Balance (after taking into account distributions of the Class
M-4 Principal
Distribution Amount on such Distribution Date), (F) the Class
M-5 Certificate
Principal Balance (after taking into account distributions of
the Class M-5
Principal Distribution Amount on such Distribution Date), (G)
the Class M-6
Certificate Principal Balance (after taking into account
distributions of the
Class M-6 Principal Distribution Amount on such Distribution
Date), (H) the
Class B-1 Certificate Principal Balance (after taking into
account distributions
of the Class B-1 Principal Distribution Amount on such
Distribution Date) and
(I) the Class B-2 Certificate Principal Balance immediately
prior to such
Distribution Date over (2) the lesser of (A) ____% of the Stated
Principal
Balance of the Mortgage Loans as of the end of the immediately
preceding Due
Period and (B) the excess of the Stated Principal Balance of the
Mortgage Loans
as of the end of the immediately preceding Due Period over the
Minimum Required
Overcollateralization Amount. Notwithstanding the foregoing, (I)
on any
Distribution Date prior to the Stepdown Date on which the
Certificate Principal
Balance of each Class of Class A, Class M and Class B-1
Certificates has been
reduced to zero, the Class B-2 Principal Distribution Amount
will equal the
lesser of (x) the outstanding Certificate Principal Balance of
the Class B-2
Certificates and (y) 100% of the Principal Distribution Amount
remaining after
any distributions on such Class A, Class M and Class B-1
Certificates and (II)
in no event will the Class B-2 Principal Distribution Amount
with respect to any
Distribution Date exceed the Class B-2 Certificate Principal
Balance.
Class B-2 Unpaid Realized Loss Amount: As of any Distribution
Date, the
excess of (1) the Class B-2 Applied Realized Loss Amount over
(2) the sum of (x)
all distributions in reduction of the Class B-2 Unpaid Realized
Loss Amounts on
all previous Distribution Dates and (y) all increases in the
Certificate
Principal Balance of the Class B-2 Certificates pursuant to the
last sentence of
the definition of "Certificate Principal Balance."
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Class B-2A Certificate: Any Certificate designated as a "Class
B-2A
Certificate" on the face thereof, in the form of Exhibit A
hereto, representing
the right to distributions as set forth herein.
Class B-2A Certificate Principal Balance: As of any date of
determination,
the aggregate Certificate Principal Balance of the Class B-2A
Certificates.
Class B-2A Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class B-2A
Pass-Through Rate on
the Class B-2A Certificate Principal Balance as of such
Distribution Date plus
the portion of any previous distributions on such Class in
respect of Current
Interest or a Class B-2A Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any
Non-Supported Interest
Shortfall allocated on such Distribution Date to the Class B-2A
Certificates.
For purposes of calculating interest, principal distributions on
a Distribution
Date will be deemed to have been made on the first day of the
Accrual Period in
which such Distribution Date occurs.
Class B-2A Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class B-2A Current Interest
with respect to
prior Distribution Dates over (B) the amount actually
distributed to the Class
B-2A Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by
applicable law) at the
Class B-2A Pass-Through Rate for the related Accrual Period.
Class B-2A Margin: As of any Distribution Date up to and
including the
Initial Optional Termination Date, ____% per annum and, as of
any Distribution
Date after the Initial Optional Termination Date, ____% per
annum.
Class B-2A Pass-Through Rate: For the first Distribution Date,
____% per
annum. As of any Distribution Date thereafter, the lesser of (1)
One-Month LIBOR
plus the Class B-2A Margin and (2) the Weighted Average
Available Funds Cap for
such Distribution Date.
Class B-2B Certificate: Any Certificate designated as a "Class
B-2B
Certificate" on the face thereof, in the form of Exhibit A
hereto, representing
the right to distributions as set forth herein.
Class B-2B Certificate Principal Balance: As of any date of
determination,
the aggregate Certificate Principal Balance of the Class B-2B
Certificates.
Class B-2B Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class B-2B
Pass-Through Rate on
the Class B-2B Certificate Principal Balance as of such
Distribution Date plus
the portion of any previous distributions on such Class in
respect of Current
Interest or a Class B-2B Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any
Non-Supported Interest
Shortfall allocated on such Distribution Date to the Class B-2B
Certificates.
For purposes of calculating interest, principal distributions on
a Distribution
Date will be deemed to have been made on the first day of the
Accrual Period in
which such Distribution Date occurs.
Class B-2B Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class B-2B Current Interest
with respect to
prior Distribution Dates over (B) the amount actually
distributed to the Class
B-2B Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by
applicable law) at the
Class B-2B Pass-Through Rate for the related Accrual Period.
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<PAGE>
Class B-2B Margin: As of any Distribution Date up to and
including the
Initial Optional Termination Date, ____% per annum and, as of
any Distribution
Date after the Initial Optional Termination Date, ____% per
annum.
Class B-2B Pass-Through Rate: For the first Distribution Date,
____% per
annum. As of any Distribution Date thereafter, the lesser of (1)
One-Month LIBOR
plus the Class B-2B Margin and (2) the Weighted Average
Available Funds Cap for
such Distribution Date.
Class B-3 Applied Realized Loss Amount: As of any Distribution
Date, the
sum of all Applied Realized Loss Amounts with respect to the
Mortgage Loans
which have been applied to the reduction of the Certificate
Principal Balance of
the Class B-3 Certificates.
Class B-3 Certificate: Any of the Class B-3A and Class B-3B
Certificates.
Class B-3 Certificate Principal Balance: As of any date of
determination,
the sum of the Class B-3A Certificate Principal Balance and the
Class B-3B
Certificate Principal Balance.
Class B-3 Principal Distribution Amount: With respect to any
Distribution
Date on or after the Stepdown Date, 100% of the Principal
Distribution Amount
for such Distribution Date if the Class A Certificate Principal
Balance, the
Class M Certificate Principal Balance, the Class B-1 Certificate
Principal
Balance and the Class B-2 Certificate Principal Balance have
been reduced to
zero and a Stepdown Trigger Event exists, or as long as a
Stepdown Trigger Event
does not exist, the excess of (1) the sum of (A) the Class A
Certificate
Principal Balance (after taking into account distributions of
the Class A
Principal Distribution Amount on such Distribution Date), (B)
the Class M-1
Certificate Principal Balance (after taking into account
distributions of the
Class M-1 Principal Distribution Amount on such Distribution
Date), (C) the
Class M-2 Certificate Principal Balance (after taking into
account distributions
of the Class M-2 Principal Distribution Amount on such
Distribution Date), (D)
the Class M-3 Certificate Principal Balance (after taking into
account
distributions of the Class M-3 Principal Distribution Amount on
such
Distribution Date), (E) the Class M-4 Certificate Principal
Balance (after
taking into account distributions of the Class M-4 Principal
Distribution Amount
on such Distribution Date), (F) the Class M-5 Certificate
Principal Balance
(after taking into account distributions of the Class M-5
Principal Distribution
Amount on such Distribution Date), (G) the Class M-6 Certificate
Principal
Balance (after taking into account distributions of the Class
M-6 Principal
Distribution Amount on such Distribution Date), (H) the Class
B-1 Certificate
Principal Balance (after taking into account distributions of
the Class B-1
Principal Distribution Amount on such Distribution Date), (I)
the Class B-2
Certificate Principal Balance (after taking into account
distributions of the
Class B-2 Principal Distribution Amount on such Distribution
Date) and (J) the
Class B-3 Certificate Principal Balance immediately prior to
such Distribution
Date over (2) the lesser of (A) ____% of the Stated Principal
Balance of the
Mortgage Loans as of the end of the immediately preceding Due
Period and (B) the
excess of the Stated Principal Balance of the Mortgage Loans as
of the end of
the immediately preceding Due Period over the Minimum
Required
Overcollateralization Amount. Notwithstanding the foregoing, (I)
on any
Distribution Date prior to the Stepdown Date on which the
Certificate Principal
Balance of each Class of Class A, Class M, Class B-1 and Class
B-2 Certificates
has been reduced to zero, the Class B-3 Principal Distribution
Amount will equal
the lesser of (x) the outstanding Certificate Principal Balance
of the Class B-3
Certificates and (y) 100% of the Principal Distribution Amount
remaining after
any distributions on such Class A, Class M, Class B-1 and Class
B-2 Certificates
and (II) in no event will the Class B-3 Principal Distribution
Amount with
respect to any Distribution Date exceed the Class B-3
Certificate Principal
Balance.
Class B-3 Unpaid Realized Loss Amount: As of any Distribution
Date, the
excess of (1) the Class B-3 Applied Realized Loss Amount over
(2) the sum of (x)
all distributions in reduction of the
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<PAGE>
Class B-3 Unpaid Realized Loss Amounts on all previous
Distribution Dates and
(y) all increases in the Certificate Principal Balance of the
Class B-3
Certificates pursuant to the last sentence of the definition of
"Certificate
Principal Balance".
Class B-3A Certificate: Any Certificate designated as a "Class
B-3A
Certificate" on the face thereof, in the form of Exhibit A
hereto, representing
the right to distributions as set forth herein.
Class B-3A Certificate Principal Balance: As of any date of
determination,
the aggregate Certificate Principal Balance of the Class B-3A
Certificates.
Class B-3A Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class B-3A
Pass-Through Rate on
the Class B-3A Certificate Principal Balance as of such
Distribution Date plus
the portion of any previous distributions on such Class in
respect of Current
Interest or a Class B-3A Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any
Non-Supported Interest
Shortfall allocated on such Distribution Date to the Class B-3A
Certificates.
For purposes of calculating interest, principal distributions on
a Distribution
Date will be deemed to have been made on the first day of the
Accrual Period in
which such Distribution Date occurs.
Class B-3A Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class B-3A Current Interest
with respect to
prior Distribution Dates over (B) the amount actually
distributed to the Class
B-3A Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by
applicable law) at the
Class B-3A Pass-Through Rate for the related Accrual Period.
Class B-3A Margin: As of any Distribution Date up to and
including the
Initial Optional Termination Date, _____% per annum and, as of
any Distribution
Date after the Initial Optional Termination Date, _____% per
annum.
Class B-3A Pass-Through Rate: For the first Distribution Date,
____% per
annum. As of any Distribution Date thereafter, the lesser of (1)
One-Month LIBOR
plus the Class B-3A Margin and (2) the Weighted Average
Available Funds Cap for
such Distribution Date.
Class B-3B Certificate: Any Certificate designated as a "Class
B-3B
Certificate" on the face thereof, in the form of Exhibit A
hereto, representing
the right to distributions as set forth herein.
Class B-3B Certificate Principal Balance: As of any date of
determination,
the aggregate Certificate Principal Balance of the Class B-3B
Certificates.
Class B-3B Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class B-3B
Pass-Through Rate on
the Class B-3B Certificate Principal Balance as of such
Distribution Date plus
the portion of any previous distributions on such Class in
respect of Current
Interest or a Class B-3B Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any
Non-Supported Interest
Shortfall allocated on such Distribution Date to the Class B-3B
Certificates.
For purposes of calculating interest, principal distributions on
a Distribution
Date will be deemed to have been made on the first day of the
Accrual Period in
which such Distribution Date occurs.
Class B-3B Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class B-3B Current Interest
with respect to
prior Distribution Dates over (B) the amount actually
distributed to the Class
B-3B Certificates with respect to interest on such prior
Distribution Dates
-15-
<PAGE>
and (2) interest on such excess (to the extent permitted by
applicable law) at
the Class B-3B Pass-Through Rate for the related Accrual
Period.
Class B-3B Margin: As of any Distribution Date up to and
including the
Initial Optional Termination Date, _____% per annum and, as of
any Distribution
Date after the Initial Optional Termination Date, _____% per
annum.
Class B-3B Pass-Through Rate: For the first Distribution Date,
____% per
annum. As of any Distribution Date thereafter, the lesser of (1)
One-Month LIBOR
plus the Class B-3B Margin and (2) the Weighted Average
Available Funds Cap for
such Distribution Date.
Class B-4 Applied Realized Loss Amount: As of any Distribution
Date, the
sum of all Applied Realized Loss Amounts with respect to the
Mortgage Loans
which have been applied to the reduction of the Certificate
Principal Balance of
the Class B-4 Certificates.
Class B-4 Certificate: Any of the Class B-4A and Class B-4B
Certificates.
Class B-4 Certificate Principal Balance: As of any date of
determination,
the sum of the Class B-4A Certificate Principal Balance and the
Class B-4B
Certificate Principal Balance.
Class B-4 Principal Distribution Amount: With respect to any
Distribution
Date on or after the Stepdown Date, 100% of the Principal
Distribution Amount
for such Distribution Date if the Class A Certificate Principal
Balance, the
Class M Certificate Principal Balance, the Class B-1 Certificate
Principal
Balance, the Class B-2 Certificate Principal Balance and the
Class B-3
Certificate Principal Balance have been reduced to zero and a
Stepdown Trigger
Event exists, or as long as a Stepdown Trigger Event does not
exist, the excess
of (1) the sum of (A) the Class A Certificate Principal Balance
(after taking
into account distributions of the Class A Principal Distribution
Amount on such
Distribution Date), (B) the Class M-1 Certificate Principal
Balance (after
taking into account distributions of the Class M-1 Principal
Distribution Amount
on such Distribution Date), (C) the Class M-2 Certificate
Principal Balance
(after taking into account distributions of the Class M-2
Principal Distribution
Amount on such Distribution Date), (D) the Class M-3 Certificate
Principal
Balance (after taking into account distributions of the Class
M-3 Principal
Distribution Amount on such Distribution Date), (E) the Class
M-4 Certificate
Principal Balance (after taking into account distributions of
the Class M-4
Principal Distribution Amount on such Distribution Date), (F)
the Class M-5
Certificate Principal Balance (after taking into account
distributions of the
Class M-5 Principal Distribution Amount on such Distribution
Date), (G) the
Class M-6 Certificate Principal Balance (after taking into
account distributions
of the Class M-6 Principal Distribution Amount on such
Distribution Date), (H)
the Class B-1 Certificate Principal Balance (after taking into
account
distributions of the Class B-1 Principal Distribution Amount on
such
Distribution Date), (I) the Class B-2 Certificate Principal
Balance (after
taking into account distributions of the Class B-2 Principal
Distribution Amount
on such Distribution Date), (J) the Class B-3 Certificate
Principal Balance
(after taking into account distributions of the Class B-3
Principal Distribution
Amount on such Distribution Date) and (K) the Class B-4
Certificate Principal
Balance immediately prior to such Distribution Date over (2) the
lesser of (A)
_____% of the Stated Principal Balance of the Mortgage Loans as
of the end of
the immediately preceding Due Period and (B) the excess of the
Stated Principal
Balance of the Mortgage Loans as of the end of the immediately
preceding Due
Period over the Minimum Required Overcollateralization Amount.
Notwithstanding
the foregoing, (I) on any Distribution Date prior to the
Stepdown Date on which
the Certificate Principal Balance of each Class of Class A,
Class M, Class B-1,
Class B-2 and Class B-3 Certificates has been reduced to zero,
the Class B-4
Principal Distribution Amount will equal the lesser of (x) the
outstanding
Certificate Principal Balance of the Class B-4 Certificates and
(y) 100% of the
Principal Distribution Amount remaining after any distributions
on such Class A,
Class M, Class B-1, Class B-2 and Class B-3 Certificates and
(II) in no event
will the Class
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<PAGE>
B-4 Principal Distribution Amount with respect to any
Distribution Date exceed
the Class B-4 Certificate Principal Balance.
Class B-4 Unpaid Realized Loss Amount: As of any Distribution
Date, the
excess of (1) the Class B-4 Applied Realized Loss Amount over
(2) the sum of (x)
all distributions in reduction of the Class B-4 Unpaid Realized
Loss Amounts on
all previous Distribution Dates and (y) all increases in the
Certificate
Principal Balance of the Class B-4 Certificates pursuant to the
last sentence of
the definition of "Certificate Principal Balance."
Class B-4A Certificate: Any Certificate designated as a "Class
B-4A
Certificate" on the face thereof, in the form of Exhibit A
hereto, representing
the right to distributions as set forth herein.
Class B-4A Certificate Principal Balance: As of any date of
determination,
the aggregate Certificate Principal Balance of the Class B-4A
Certificates.
Class B-4A Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class B-4A
Pass-Through Rate on
the Class B-4A Certificate Principal Balance as of such
Distribution Date plus
the portion of any previous distributions on such Class in
respect of Current
Interest or a Class B-4A Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any
Non-Supported Interest
Shortfall allocated on such Distribution Date to the Class B-4A
Certificates.
For purposes of calculating interest, principal distributions on
a Distribution
Date will be deemed to have been made on the first day of the
Accrual Period in
which such Distribution Date occurs.
Class B-4A Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class B-4A Current Interest
with respect to
prior Distribution Dates over (B) the amount actually
distributed to the Class
B-4A Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by
applicable law) at the
Class B-4A Pass-Through Rate for the related Accrual Period.
Class B-4A Margin: As of any Distribution Date up to and
including the
Initial Optional Termination Date, _____% per annum and, as of
any Distribution
Date after the Initial Optional Termination Date, _____% per
annum.
Class B-4A Pass-Through Rate: For the first Distribution Date,
____% per
annum. As of any Distribution Date thereafter, the lesser of (1)
One-Month LIBOR
plus the Class B-4A Margin and (2) the Weighted Average
Available Funds Cap for
such Distribution Date.
Class B-4B Certificate: Any Certificate designated as a "Class
B-4B
Certificate" on the face thereof, in the form of Exhibit A
hereto, representing
the right to distributions as set forth herein.
Class B-4B Certificate Principal Balance: As of any date of
determination,
the aggregate Certificate Principal Balance of the Class B-4B
Certificates.
Class B-4B Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class B-4B
Pass-Through Rate on
the Class B-4B Certificate Principal Balance as of such
Distribution Date plus
the portion of any previous distributions on such Class in
respect of Current
Interest or a Class B-4B Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any
Non-Supported Interest
Shortfall allocated on such Distribution Date to the Class B-4B
Certificates.
For purposes of calculating interest, principal
-17-
<PAGE>
distributions on a Distribution Date will be deemed to have been
made on the
first day of the Accrual Period in which such Distribution Date
occurs.
Class B-4B Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class B-4B Current Interest
with respect to
prior Distribution Dates over (B) the amount actually
distributed to the Class
B-4B Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by
applicable law) at the
Class B-4B Pass-Through Rate for the related Accrual Period.
Class B-4B Certificate Principal Balance: As of any date of
determination,
the aggregate Certificate Principal Balance of the Class B-4B
Certificates.
Class B-4B Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class B-4B
Pass-Through Rate on
the Class B-4B Certificate Principal Balance as of such
Distribution Date plus
the portion of any previous distributions on such Class in
respect of Current
Interest or a Class B-4B Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any
Non-Supported Interest
Shortfall allocated on such Distribution Date to the Class B-4B
Certificates.
For purposes of calculating interest, principal distributions on
a Distribution
Date will be deemed to have been made on the first day of the
Accrual Period in
which such Distribution Date occurs.
Class B-4B Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class B-4B Current Interest
with respect to
prior Distribution Dates over (B) the amount actually
distributed to the Class
B-4B Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by
applicable law) at the
Class B-4B Pass-Through Rate for the related Accrual Period.
Class B-4B Margin: As of any Distribution Date up to and
including the
Initial Optional Termination Date, ____% per annum and, as of
any Distribution
Date after the Initial Optional Termination Date, ____% per
annum.
Class B-4B Pass-Through Rate: For the first Distribution Date,
____% per
annum. As of any Distribution Date thereafter, the lesser of (1)
One-Month LIBOR
plus the Class B-4B Margin and (2) the Weighted Average
Available Funds Cap for
such Distribution Date.
Class C Applied Realized Loss Amount: As of any Distribution
Date, the sum
of all Applied Realized Loss Amounts with respect to the
Mortgage Loans which
have been applied to the reduction of the Certificate Principal
Balance of the
Class C Certificates.
Class C Certificate: Any Certificate designated as a "Class C
Certificate"
on the face thereof, in the form of Exhibit A hereto,
representing the right to
distributions as set forth herein.
Class C Certificate Principal Balance: As of any date of
determination,
the aggregate Certificate Principal Balance of the Class C
Certificates.
Class C Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class C
Distributable Interest
Rate on a notional amount equal to 99.95% of the aggregate
principal balance of
the Lower Tier REMIC Regular Interests immediately prior to such
Distribution
Date (such amount of interest representing 100 percent of the
interest payments
on the Class UTC Interest), plus the interest portion of any
previous
distributions on such Class that is recovered as a
-18-
<PAGE>
voidable preference by a trustee in bankruptcy, less any
Non-Supported Interest
Shortfall allocated on such Distribution Date to the Class C
Certificates.
Class C Distributable Interest Rate: The excess, if any, of (a)
the
weighted average of the interest rates on the Lower Tier REMIC
Regular Interests
over (b) two times the weighted average of the interest rates on
the Lower Tier
REMIC I Marker Interests and the Class LTIX Interest (treating
for purposes of
this clause (b) the interest rate on each of the Lower Tier
REMIC I Marker
Interests as being subject to a cap and a floor equal to the
interest rate of
the Corresponding Certificates and treating the Class LTIX
Interest as being
capped at zero). The averages described in the preceding
sentence shall be
weighted on the basis of the respective principal balances of
the Lower Tier
REMIC Regular Interests immediately prior to any date of
determination.
Class C Interest Carry Forward Amount: As of any Distribution
Date, the
excess of (A) the Class C Current Interest with respect to prior
Distribution
Dates over (B) the amount actually distributed to the Class C
Certificates with
respect to interest on such prior Distribution Dates or added to
the aggregate
Certificate Principal Balance of the Class C Certificates.
Class C Unpaid Realized Loss Amount: As of any Distribution
Date, the
excess of (1) the Class C Applied Realized Loss Amount over (2)
the sum of (x)
all distributions in reduction of the Class C Unpaid Realized
Loss Amounts on
all previous Distribution Dates and (y) all increases in the
Certificate
Principal Balance of such Class C Certificates pursuant to the
last sentence of
the definition of "Certificate Principal Balance."
Class LTA-1 Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 1/4 of the
initial principal
balance of its Corresponding Certificates and an interest rate
equal to the Net
Rate.
Class LTA-2A1 Interest: An uncertificated regular interest in
the Lower
Tier REMIC with an initial principal balance equal to 1/4 of the
initial
principal balance of its Corresponding Certificate and an
interest rate equal to
the Net Rate.
Class LTA-2A2 Interest: An uncertificated regular interest in
the Lower
Tier REMIC with an initial principal balance equal to 1/4 of the
initial
principal balance of its Corresponding Certificate and an
interest rate equal to
the Net Rate.
Class LTA-2B Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal balance equal to 1/4 of the
initial
principal balance of its Corresponding Certificate and an
interest rate equal to
the Net Rate.
Class LTA-3 Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 1/4 of the
initial principal
balance of its Corresponding Certificate and an interest rate
equal to the Net
Rate.
Class LTB-1A Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal balance equal to 1/4 of the
initial
principal balance of its Corresponding Certificate and an
interest rate equal to
the Net Rate.
Class LTB-1B Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal balance equal to 1/4 of the
initial
principal balance of its Corresponding Certificate and an
interest rate equal to
the Net Rate.
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<PAGE>
Class LTB-2A Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal balance equal to 1/4 of the
initial
principal balance of its Corresponding Certificate and an
interest rate equal to
the Net Rate.
Class LTB-2B Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal balance equal to 1/4 of the
initial
principal balance of its Corresponding Certificate and an
interest rate equal to
the Net Rate.
Class LTB-3A Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal balance equal to 1/4 of the
initial
principal balance of its Corresponding Certificate and an
interest rate equal to
the Net Rate.
Class LTB-3B Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal balance equal to 1/4 of the
initial
principal balance of its Corresponding Certificate and an
interest rate equal to
the Net Rate.
Class LTB-4A Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal balance equal to 1/4 of the
initial
principal balance of its Corresponding Certificate and an
interest rate equal to
the Net Rate.
Class LTB-4B Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal balance equal to 1/4 of the
initial
principal balance of its Corresponding Certificate and an
interest rate equal to
the Net Rate.
Class LTIX Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to the excess of
(i) 50% of the
aggregate Cut-off Date Principal Balance of the Mortgage Loans
over (ii) the
initial principal balance of the Lower Tier REMIC I Marker
Interests, and with
an interest rate equal to the Net Rate.
Class LTIIX Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to the excess of
(i) 50% of the
aggregate Cut-off Date Principal Balance of the Mortgage Loans
over (ii) the
initial principal balance of the Lower Tier REMIC II Marker
Interests, and with
an interest rate equal to the Net Rate.
Class LTII1A Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal balance equal to 0.05% of
the excess of (i)
the aggregate Cut-off Date Principal Balance of the Group One
Mortgage Loans
over (ii) the aggregate of the initial Certificate Principal
Balances of
Certificate Group One, and with an interest rate equal to the
Net Rate.
Class LTII1B Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal balance equal to 0.05% the
aggregate
Cut-off Date Principal Balance of the Group One Mortgage Loans,
and with an
interest rate equal to the Class A-1 Available Funds Cap.
Class LTII2A Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal balance equal to 0.05% of
the excess of (i)
the aggregate Cut-off Date Principal Balance of the Group Two
Mortgage Loans
over (ii) the aggregate of the initial Certificate Principal
Balances of
Certificate Group Two, and with an interest rate equal to the
Net Rate.
Class LTII2B Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal balance equal to 0.05% of
the aggregate
Cut-off Date Principal Balance of the Group Two Mortgage Loans
and with an
interest rate equal to the Class A-2 Available Funds Cap.
-20-
<PAGE>
Class LTM-1 Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 1/4 of the
initial principal
balance of its Corresponding Certificate and an interest rate
equal to the Net
Rate.
Class LTM-2 Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 1/4 of the
initial principal
balance of its Corresponding Certificate and an interest rate
equal to the Net
Rate.
Class LTM-3 Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 1/4 of the
initial principal
balance of its Corresponding Certificate and an interest rate
equal to the Net
Rate.
Class LTM-4 Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 1/4 of the
initial principal
balance of its Corresponding Certificate and an interest rate
equal to the Net
Rate.
Class LTM-5 Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 1/4 of the
initial principal
balance of its Corresponding Certificate and an interest rate
equal to the Net
Rate.
Class LTM-6 Interest: An uncertificated regular interest in the
Lower Tier
REMIC with an initial principal balance equal to 1/4 of the
initial principal
balance of its Corresponding Certificate and an interest rate
equal to the Net
Rate.
Class LTR Interest: The sole class of "residual interest" in the
Lower
Tier REMIC.
Class M Certificates: Any of the Class M-1, Class M-2, Class
M-3, Class
M-4, Class M-5 and Class M-6 Certificates.
Class M Certificate Principal Balance: For any date of
determination, the
sum of the Class M-1 Certificate Principal Balance, Class M-2
Certificate
Principal Balance, Class M-3 Certificate Principal Balance,
Class M-4
Certificate Principal Balance, Class M-5 Certificate Principal
Balance and Class
M-6 Certificate Principal Balance.
Class M-1 Applied Realized Loss Amount: As of any Distribution
Date, the
sum of all Applied Realized Loss Amounts with respect to the
Mortgage Loans
which have been applied to the reduction of the Certificate
Principal Balance of
the Class M-1 Certificates.
Class M-1 Certificate: Any Certificate designated as a "Class
M-1
Certificate" on the face thereof, in the form of Exhibit A
hereto, representing
the right to distributions as set forth herein.
Class M-1 Certificate Principal Balance: As of any date of
determination,
the aggregate Certificate Principal Balance of the Class M-1
Certificates.
Class M-1 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class M-1
Pass-Through Rate on
the Class M-1 Certificate Principal Balance as of such
Distribution Date plus
the portion of any previous distributions on such Class in
respect of Current
Interest or Class M-1 Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any
Non-Supported Interest
Shortfall allocated on such Distribution Date to the Class M-1
Certificates.
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<PAGE>
Class M-1 Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class M-1 Current Interest with
respect to
prior Distribution Dates over (B) the amount actually
distributed to the Class
M-1 Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by
applicable law) at the
Class M-1 Pass-Through Rate for the related Accrual Period.
Class M-1 Margin: As of any Distribution Date up to and
including the
Initial Optional Termination Date, _____% per annum and, as of
any Distribution
Date after the Initial Optional Termination Date, _____% per
annum.
Class M-1 Pass-Through Rate: For the first Distribution Date,
____% per
annum. As of any Distribution Date thereafter, the lesser of (1)
One-Month LIBOR
plus the Class M-1 Margin and (2) the Weighted Average Available
Funds Cap for
such Distribution Date.
Class M-1 Principal Distribution Amount: With respect to any
Distribution
Date on or after the Stepdown Date, 100% of the Principal
Distribution Amount
for such Distribution Date if the Class A Certificate Principal
Balance has been
reduced to zero and a Stepdown Trigger Event exists, or as long
as a Stepdown
Trigger Event does not exist, the excess of (1) the sum of (A)
the Class A
Certificate Principal Balance (after taking into account
distributions of the
Class A Principal Distribution Amount on such Distribution Date)
and (B) the
Class M-1 Certificate Principal Balance immediately prior to
such Distribution
Date over (2) the lesser of (A) _____% of the Stated Principal
Balances of the
Mortgage Loans as of the end of the immediately preceding Due
Period and (B) the
excess of the Stated Principal Balances for the Mortgage Loans
as of the end of
the immediately preceding Due Period over the Minimum
Required
Overcollateralization Amount. Notwithstanding the foregoing, (I)
on any
Distribution Date prior to the Stepdown Date on which the
Certificate Principal
Balance of each Class of Class A Certificates has been reduced
to zero, the
Class M-1 Principal Distribution Amount will equal the lesser of
(x) the
outstanding Certificate Principal Balance of the Class M-1
Certificates and (y)
100% of the Principal Distribution Amount remaining after any
distributions on
such Class A Certificates and (II) in no event will the Class
M-1 Principal
Distribution Amount with respect to any Distribution Date exceed
the Class M-1
Certificate Principal Balance.
Class M-1 Unpaid Realized Loss Amount: As of any Distribution
Date, the
excess of (1) the Class M-1 Applied Realized Loss Amount over
(2) the sum of (x)
all distributions in reduction of the Class M-1 Unpaid Realized
Loss Amounts on
all previous Distribution Dates and (y) all increases in the
Certificate
Principal Balance of such Class M-1 Certificates pursuant to the
last sentence
of the definition of "Certificate Principal Balance."
Class M-2 Applied Realized Loss Amount: As of any Distribution
Date, the
sum of all Applied Realized Loss Amounts with respect to the
Mortgage Loans
which have been applied to the reduction of the Certificate
Principal Balance of
the Class M-2 Certificates.
Class M-2 Certificate: Any Certificate designated as a "Class
M-2
Certificate" on the face thereof, in the form of Exhibit A
hereto, representing
the right to distributions as set forth herein.
Class M-2 Certificate Principal Balance: As of any date of
determination,
the aggregate Certificate Principal Balance of the Class M-2
Certificates.
Class M-2 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class M-2
Pass-Through Rate on
the Class M-2 Certificate Principal Balance as of such
Distribution Date plus
the portion of any previous distributions on such Class in
respect of Current
Interest or Class M-2 Interest Carry Forward Amount that is
recovered as a
voidable preference by a
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<PAGE>
trustee in bankruptcy, less any Non-Supported Interest Shortfall
allocated on
such Distribution Date to the Class M-2 Certificates.
Class M-2 Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class M-2 Current Interest with
respect to
prior Distribution Dates over (B) the amount actually
distributed to the Class
M-2 Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by
applicable law) at the
Class M-2 Pass-Through Rate for the related Accrual Period.
Class M-2 Margin: As of any Distribution Date up to and
including the
Initial Optional Termination Date, _____% per annum and, as of
any Distribution
Date after the Initial Optional Termination Date, _____% per
annum.
Class M-2 Pass-Through Rate: For the first Distribution Date,
_____% per
annum. As of any Distribution Date thereafter, the lesser of (1)
One-Month LIBOR
plus the Class M-2 Margin and (2) the Weighted Average Available
Funds Cap for
such Distribution Date.
Class M-2 Principal Distribution Amount: With respect to any
Distribution
Date on or after the Stepdown Date, 100% of the Principal
Distribution Amount
for such Distribution Date if the Class A Certificate Principal
Balance and the
Class M-1 Certificate Principal Balance have been reduced to
zero and a Stepdown
Trigger Event exists, or as long as a Stepdown Trigger Event
does not exist, the
excess of (1) the sum of (A) the Class A Certificate Principal
Balance (after
taking into account distributions of the Class A Principal
Distribution Amount
on such Distribution Date), (B) the Class M-1 Certificate
Principal Balance
(after taking into account distributions of the Class M-1
Principal Distribution
Amount on such Distribution Date) and (C) the Class M-2
Certificate Principal
Balance immediately prior to such Distribution Date over (2) the
lesser of (A)
_____% of the Stated Principal Balances of the Mortgage Loans as
of the end of
the immediately preceding Due Period and (B) the excess of the
Stated Principal
Balances of the Mortgage Loans as of the end of the immediately
preceding Due
Period over the Minimum Required Overcollateralization Amount.
Notwithstanding
the foregoing, (I) on any Distribution Date prior to the
Stepdown Date on which
the Certificate Principal Balance of each Class of Class A
Certificates and the
Class M-1 Certificates has been reduced to zero, the Class M-2
Principal
Distribution Amount will equal the lesser of (x) the outstanding
Certificate
Principal Balance of the Class M-2 Certificates and (y) 100% of
the Principal
Distribution Amount remaining after any distributions on such
Class A and Class
M-1 Certificates and (II) in no event will the Class M-2
Principal Distribution
Amount with respect to any Distribution Date exceed the Class
M-2 Certificate
Principal Balance.
Class M-2 Unpaid Realized Loss Amount: As of any Distribution
Date, the
excess of (1) the Class M-2 Applied Realized Loss Amount over
(2) the sum of (x)
all distributions in reduction of the Class M-2 Unpaid Realized
Loss Amounts on
all previous Distribution Dates and (y) all increases in the
Certificate
Principal Balance of such Class M-2 Certificates pursuant to the
last sentence
of the definition of "Certificate Principal Balance."
Class M-3 Applied Realized Loss Amount: As of any Distribution
Date, the
sum of all Applied Realized Loss Amounts with respect to the
Mortgage Loans
which have been applied to the reduction of the Certificate
Principal Balance of
the Class M-3 Certificates.
Class M-3 Certificate: Any Certificate designated as a "Class
M-3
Certificate" on the face thereof, in the form of Exhibit A
hereto, representing
the right to distributions as set forth herein.
Class M-3 Certificate Principal Balance: As of any date of
determination,
the aggregate Certificate Principal Balance of the Class M-3
Certificates.
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<PAGE>
Class M-3 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class M-3
Pass-Through Rate on
the Class M-3 Certificate Principal Balance as of such
Distribution Date plus
the portion of any previous distributions on such Class in
respect of Current
Interest or Class M-3 Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any
Non-Supported Interest
Shortfall allocated on such Distribution Date to the Class M-3
Certificates.
Class M-3 Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class M-3 Current Interest with
respect to
prior Distribution Dates over (B) the amount actually
distributed to the Class
M-3 Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by
applicable law) at the
Class M-3 Pass-Through Rate for the related Accrual Period.
Class M-3 Margin: As of any Distribution Date up to and
including the
Initial Optional Termination Date, _____% per annum and, as of
any Distribution
Date after the Initial Optional Termination Date, _____% per
annum.
Class M-3 Pass-Through Rate: For the first Distribution Date,
_____% per
annum. As of any Distribution Date thereafter, the lesser of (1)
One-Month LIBOR
plus the Class M-3 Margin and (2) the Weighted Average Available
Funds Cap for
such Distribution Date.
Class M-3 Principal Distribution Amount: With respect to any
Distribution
Date on or after the Stepdown Date, 100% of the Principal
Distribution Amount
for such Distribution Date if the Class A Certificate Principal
Balance, Class
M-1 Certificate Principal Balance and Class M-2 Certificate
Principal Balance
have been reduced to zero and a Stepdown Trigger Event exists,
or as long as a
Stepdown Trigger Event does not exist, the excess of (1) the sum
of (A) the
Class A Certificate Principal Balance (after taking into account
distributions
of the Class A Principal Distribution Amount on such
Distribution Date), (B) the
Class M-1 Certificate Principal Balance (after taking into
account distributions
of the Class M-1 Principal Distribution Amount on such
Distribution Date), (C)
the Class M-2 Certificate Principal Balance (after taking into
account
distributions of the Class M-2 Principal Distribution Amount on
such
Distribution Date) and (D) the Class M-3 Certificate Principal
Balance
immediately prior to such Distribution Date over (2) the lesser
of (A) ____% of
the Stated Principal Balances of the Mortgage Loans as of the
end of the
immediately preceding Due Period and (B) the excess of the
Stated Principal
Balances for the Mortgage Loans as of the end of the immediately
preceding Due
Period over the Minimum Required Overcollateralization Amount.
Notwithstanding
the foregoing, (I) on any Distribution Date prior to the
Stepdown Date on which
the Certificate Principal Balance of each Class of Class A
Certificates, the
Class M-1 Certificates and the Class M-2 Certificates has been
reduced to zero,
the Class M-3 Principal Distribution Amount will equal the
lesser of (x) the
outstanding Certificate Principal Balance of the Class M-3
Certificates and (y)
100% of the Principal Distribution Amount remaining after any
distributions on
such Class A, Class M-1 and Class M-2 Certificates and (II) in
no event will the
Class M-3 Principal Distribution Amount with respect to any
Distribution Date
exceed the Class M-3 Certificate Principal Balance.
Class M-3 Unpaid Realized Loss Amount: As of any Distribution
Date, the
excess of (1) the Class M-3 Applied Realized Loss Amount over
(2) the sum of (x)
all distributions in reduction of the Class M-3 Unpaid Realized
Loss Amounts on
all previous Distribution Dates and (y) all increases in the
Certificate
Principal Balance of such Class M-3 Certificates pursuant to the
last sentence
of the definition of "Certificate Principal Balance."
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<PAGE>
Class M-4 Applied Realized Loss Amount: As of any Distribution
Date, the
sum of all Applied Realized Loss Amounts with respect to the
Mortgage Loans
which have been applied to the reduction of the Certificate
Principal Balance of
the Class M-4 Certificates.
Class M-4 Certificate: Any Certificate designated as a "Class
M-4
Certificate" on the face thereof, in the form of Exhibit A
hereto, representing
the right to distributions as set forth herein.
Class M-4 Certificate Principal Balance: As of any date of
determination,
the aggregate Certificate Principal Balance of the Class M-4
Certificates.
Class M-4 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class M-4
Pass-Through Rate on
the Class M-4 Certificate Principal Balance as of such
Distribution Date plus
the portion of any previous distributions on such Class in
respect of Current
Interest or Class M-4 Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any
Non-Supported Interest
Shortfall allocated on such Distribution Date to the Class M-4
Certificates.
Class M-4 Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class M-4 Current Interest with
respect to
prior Distribution Dates over (B) the amount actually
distributed to the Class
M-4 Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by
applicable law) at the
Class M-4 Pass-Through Rate for the related Accrual Period.
Class M-4 Margin: As of any Distribution Date up to and
including the
Initial Optional Termination Date, _____% per annum and, as of
any Distribution
Date after the Initial Optional Termination Date, _____% per
annum.
Class M-4 Pass-Through Rate: For the first Distribution Date,
____% per
annum. As of any Distribution Date thereafter, the lesser of (1)
One-Month LIBOR
plus the Class M-4 Margin and (2) the Weighted Average Available
Funds Cap for
such Distribution Date.
Class M-4 Principal Distribution Amount: With respect to any
Distribution
Date on or after the Stepdown Date, 100% of the Principal
Distribution Amount
for such Distribution Date if the Class A Certificate Principal
Balance, Class
M-1 Certificate Principal Balance, Class M-2 Certificate
Principal Balance and
Class M-3 Certificate Principal Balance have been reduced to
zero and a Stepdown
Trigger Event exists, or as long as a Stepdown Trigger Event
does not exist, the
excess of (1) the sum of (A) the Class A Certificate Principal
Balance (after
taking into account distributions of the Class A Principal
Distribution Amount
on such Distribution Date), (B) the Class M-1 Certificate
Principal Balance
(after taking into account distributions of the Class M-1
Principal Distribution
Amount on such Distribution Date), (C) the Class M-2 Certificate
Principal
Balance (after taking into account distributions of the Class
M-2 Principal
Distribution Amount on such Distribution Date), (C) the Class
M-3 Certificate
Principal Balance (after taking into account distributions of
the Class M-3
Principal Distribution Amount on such Distribution Date) and (D)
the Class M-4
Certificate Principal Balance immediately prior to such
Distribution Date over
(2) the lesser of (A) ____% of the Stated Principal Balances of
the Mortgage
Loans as of the end of the immediately preceding Due Period and
(B) the excess
of the Stated Principal Balances for the Mortgage Loans as of
the end of the
immediately preceding Due Period over the Minimum Required
Overcollateralization
Amount. Notwithstanding the foregoing, (I) on any Distribution
Date prior to the
Stepdown Date on which the Certificate Principal Balance of each
Class of Class
A Certificates, the Class M-1 Certificates, the Class M-2
Certificates and the
Class M-3 Certificates has been reduced to zero, the Class M-4
Principal
Distribution Amount will equal the lesser of (x) the outstanding
Certificate
Principal Balance of the Class M-4 Certificates and (y) 100% of
the Principal
-25-
<PAGE>
Distribution Amount remaining after any distributions on such
Class A, Class
M-1, Class M-2 and Class M-3 Certificates and (II) in no event
will the Class
M-4 Principal Distribution Amount with respect to any
Distribution Date exceed
the Class M-4 Certificate Principal Balance.
Class M-4 Unpaid Realized Loss Amount: As of any Distribution
Date, the
excess of (1) the Class M-4 Applied Realized Loss Amount over
(2) the sum of (x)
all distributions in reduction of the Class M-4 Unpaid Realized
Loss Amounts on
all previous Distribution Dates and (y) all increases in the
Certificate
Principal Balance of such Class M-4 Certificates pursuant to the
last sentence
of the definition of "Certificate Principal Balance."
Class M-5 Applied Realized Loss Amount: As of any Distribution
Date, the
sum of all Applied Realized Loss Amounts with respect to the
Mortgage Loans
which have been applied to the reduction of the Certificate
Principal Balance of
the Class M-5 Certificates.
Class M-5 Certificate: Any Certificate designated as a "Class
M-5
Certificate" on the face thereof, in the form of Exhibit A
hereto, representing
the right to distributions as set forth herein.
Class M-5 Certificate Principal Balance: As of any date of
determination,
the aggregate Certificate Principal Balance of the Class M-5
Certificates.
Class M-5 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class M-5
Pass-Through Rate on
the Class M-5 Certificate Principal Balance as of such
Distribution Date plus
the portion of any previous distributions on such Class in
respect of Current
Interest or Class M-5 Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any
Non-Supported Interest
Shortfall allocated on such Distribution Date to the Class M-5
Certificates.
Class M-5 Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class M-5 Current Interest with
respect to
prior Distribution Dates over (B) the amount actually
distributed to the Class
M-5 Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by
applicable law) at the
Class M-5 Pass-Through Rate for the related Accrual Period.
Class M-5 Margin: As of any Distribution Date up to and
including the
Initial Optional Termination Date, ____% per annum and, as of
any Distribution
Date after the Initial Optional Termination Date, ____% per
annum.
Class M-5 Pass-Through Rate: For the first Distribution Date,
____% per
annum. As of any Distribution Date thereafter, the lesser of (1)
One-Month LIBOR
plus the Class M-5 Margin and (2) the Weighted Average Available
Funds Cap for
such Distribution Date.
Class M-5 Principal Distribution Amount: With respect to any
Distribution
Date on or after the Stepdown Date, 100% of the Principal
Distribution Amount
for such Distribution Date if the Class A Certificate Principal
Balance, Class
M-1 Certificate Principal Balance, Class M-2 Certificate
Principal Balance,
Class M-3 Certificate Principal Balance and Class M-4
Certificate Principal
Balance have been reduced to zero and a Stepdown Trigger Event
exists, or as
long as a Stepdown Trigger Event does not exist, the excess of
(1) the sum of
(A) the Class A Certificate Principal Balance (after taking into
account
distributions of the Class A Principal Distribution Amount on
such Distribution
Date), (B) the Class M-1 Certificate Principal Balance (after
taking into
account distributions of the Class M-1 Principal Distribution
Amount on such
Distribution Date), (C) the Class M-2 Certificate Principal
Balance (after
taking into account distributions
-26-
<PAGE>
of the Class M-2 Principal Distribution Amount on such
Distribution Date), (D)
the Class M-3 Certificate Principal Balance (after taking into
account
distributions of the Class M-3 Principal Distribution Amount on
such
Distribution Date), (E) the Class M-4 Certificate Principal
Balance (after
taking into account distributions of the Class M-4 Principal
Distribution Amount
on such Distribution Date) and (F) the Class M-5 Certificate
Principal Balance
immediately prior to such Distribution Date over (2) the lesser
of (A) ____% of
the Stated Principal Balances of the Mortgage Loans as of the
end of the
immediately preceding Due Period and (B) the excess of the
Stated Principal
Balances for the Mortgage Loans as of the end of the immediately
preceding Due
Period over the Minimum Required Overcollateralization Amount.
Notwithstanding
the foregoing, (I) on any Distribution Date prior to the
Stepdown Date on which
the Certificate Principal Balance of each Class of Class A
Certificates, the
Class M-1 Certificates, the Class M-2 Certificates, the Class
M-3 Certificates
an the Class M-4 Certificates has been reduced to zero, the
Class M-5 Principal
Distribution Amount will equal the lesser of (x) the outstanding
Certificate
Principal Balance of the Class M-5 Certificates and (y) 100% of
the Principal
Distribution Amount remaining after any distributions on such
Class A, Class
M-1, Class M-2, Class M-3 and Class M-4 Certificates and (II) in
no event will
the Class M-5 Principal Distribution Amount with respect to any
Distribution
Date exceed the Class M-5 Certificate Principal Balance.
Class M-5 Unpaid Realized Loss Amount: As of any Distribution
Date, the
excess of (1) the Class M-5 Applied Realized Loss Amount over
(2) the sum of (x)
all distributions in reduction of the Class M-5 Unpaid Realized
Loss Amounts on
all previous Distribution Dates and (y) all increases in the
Certificate
Principal Balance of such Class M-5 Certificates pursuant to the
last sentence
of the definition of "Certificate Principal Balance."
Class M-6 Applied Realized Loss Amount: As of any Distribution
Date, the
sum of all Applied Realized Loss Amounts with respect to the
Mortgage Loans
which have been applied to the reduction of the Certificate
Principal Balance of
the Class M-6 Certificates.
Class M-6 Certificate: Any Certificate designated as a "Class
M-6
Certificate" on the face thereof, in the form of Exhibit A
hereto, representing
the right to distributions as set forth herein.
Class M-6 Certificate Principal Balance: As of any date of
determination,
the aggregate Certificate Principal Balance of the Class M-6
Certificates.
Class M-6 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class M-6
Pass-Through Rate on
the Class M-6 Certificate Principal Balance as of such
Distribution Date plus
the portion of any previous distributions on such Class in
respect of Current
Interest or Class M-6 Interest Carry Forward Amount that is
recovered as a
voidable preference by a trustee in bankruptcy, less any
Non-Supported Interest
Shortfall allocated on such Distribution Date to the Class M-6
Certificates.
Class M-6 Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class M-6 Current Interest with
respect to
prior Distribution Dates over (B) the amount actually
distributed to the Class
M-6 Certificates with respect to interest on such prior
Distribution Dates and
(2) interest on such excess (to the extent permitted by
applicable law) at the
Class M-6 Pass-Through Rate for the related Accrual Period.
Class M-6 Margin: As of any Distribution Date up to and
including the
Initial Optional Termination Date, _____% per annum and, as of
any Distribution
Date after the Initial Optional Termination Date, _____% per
annum.
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<PAGE>
Class M-6 Pass-Through Rate: For the first Distribution Date,
____% per
annum. As of any Distribution Date thereafter, the lesser of (1)
One-Month LIBOR
plus the Class M-6 Margin and (2) the Weighted Average Available
Funds Cap for
such Distribution Date.
Class M-6 Principal Distribution Amount: With respect to any
Distribution
Date on or after the Stepdown Date, 100% of the Principal
Distribution Amount
for such Distribution Date if the Class A Certificate Principal
Balance, Class
M-1 Certificate Principal Balance, Class M-2 Certificate
Principal Balance,
Class M-3 Certificate Principal Balance, Class M-4 Certificate
Principal Balance
and Class M-5 Certificate Principal Balance have been reduced to
zero and a
Stepdown Trigger Event exists, or as long as a Stepdown Trigger
Event does not
exist, the excess of (1) the sum of (A) the Class A Certificate
Principal
Balance (after taking into account distributions of the Class A
Principal
Distribution Amount on such Distribution Date), (B) the Class
M-1 Certificate
Principal Balance (after taking into account distributions of
the Class M-1
Principal Distribution Amount on such Distribution Date), (C)
the Class M-2
Certificate Principal Balance (after taking into account
distributions of the
Class M-2 Principal Distribution Amount on such Distribution
Date), (D) the
Class M-3 Certificate Principal Balance (after taking into
account distributions
of the Class M-3 Principal Distribution Amount on such
Distribution Date), (E)
the Class M-4 Certificate Principal Balance (after taking into
account
distributions of the Class M-4 Principal Distribution Amount on
such
Distribution Date), (F) the Class M-5 Certificate Principal
Balance (after
taking into account distributions of the Class M-5 Principal
Distribution Amount
on such Distribution Date), and (G) the Class M-6 Certificate
Principal Balance
immediately prior to such Distribution Date over (2) the lesser
of (A) ____% of
the Stated Principal Balances of the Mortgage Loans as of the
end of the
immediately preceding Due Period and (B) the excess of the
Stated Principal
Balances for the Mortgage Loans as of the end of the immediately
preceding Due
Period over the Minimum Required Overcollateralization Amount.
Notwithstanding
the foregoing, (I) on any Distribution Date prior to the
Stepdown Date on which
the Certificate Principal Balance of each Class of Class A
Certificates, the
Class M-1 Certificates, the Class M-2 Certificates, the Class
M-3 Certificates,
the Class M-4 Certificates and the Class M-5 Certificates has
been reduced to
zero, the Class M-6 Principal Distribution Amount will equal the
lesser of (x)
the outstanding Certificate Principal Balance of the Class M-6
Certificates and
(y) 100% of the Principal Distribution Amount remaining after
any distributions
on such Class A, Class M-1, Class M-2, Class M-3, Class M-4 and
Class M-5
Certificates and (II) in no event will the Class M-6 Principal
Distribution
Amount with respect to any Distribution Date exceed the Class
M-6 Certificate
Principal Balance.
Class M-6 Unpaid Realized Loss Amount: As of any Distribution
Date, the
excess of (1) the Class M-6 Applied Realized Loss Amount over
(2) the sum of (x)
all distributions in reduction of the Class M-6 Unpaid Realized
Loss Amounts on
all previous Distribution Dates and (y) all increases in the
Certificate
Principal Balance of such Class M-6 Certificates pursuant to the
last sentence
of the definition of "Certificate Principal Balance."
Class P Certificate: Any Certificate designated as a Class P
Certificate
on the face thereof, executed by the Securities Administrator
and authenticated
by the Securities Administrator in substantially the form set
forth in Exhibit
A, representing the right to distributions as set forth
herein.
Class R Certificate: The Class R Certificate executed by the
Securities
Administrator and authenticated by the Securities Administrator
in substantially
the form set forth in Exhibit A.
Class R Certificate Principal Balance: As of any date of
determination,
the aggregate Certificate Principal Balance of the Class R
Certificate.
Class R Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class R
Pass-Through Rate on
the Class R Certificate Principal Balance as of such
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<PAGE>
Distribution Date plus the portion of any previous distributions
on such Class
in respect of Current Interest or a Class R Interest Carry
Forward Amount that
is recovered as a voidable preference by a trustee in
bankruptcy, less any
Non-Supported Interest Shortfall allocated on such Distribution
Date to the
Class R Certificate. For purposes of calculating interest,
principal
distributions on a Distribution Date will be deemed to have been
made on the
first day of the Accrual Period in which such Distribution Date
occurs.
Class R Interest Carry Forward Amount: As of any Distribution
Date, the
sum of (1) the excess of (A) the Class R Current Interest with
respect to prior
Distribution Dates over (B) the amount actually distributed to
the Class R
Certificate with respect to interest on such prior Distribution
Dates and (2)
interest on such excess (to the extent permitted by applicable
law) at the Class
R Pass-Through Rate for the related Accrual Period.
Class R Margin: As of any Distribution Date up to and including
the
Initial Optional Termination Date for the Certificates, ____%
per annum and, as
of any Distribution Date after the Initial Optional Termination
Date, ____% per
annum.
Class R Pass-Through Rate: For the first Distribution Date,
4.320% per
annum. As of any Distribution Date thereafter, the lesser of (1)
One-Month LIBOR
plus the Class R Margin and (2) the Class A-1 Available Funds
Cap for such
Distribution Date.
Closing Date: ____________.
Code: The Internal Revenue Code of 1986, including any successor
or
amendatory provisions.
Collection Account: The separate Eligible Account created and
initially
maintained by the Servicer pursuant to Section 3.05(d) in the
name of the
Trustee for the benefit of the Certificateholders and designated
"[SERVICER], as
servicer for [TRUSTEE], as trustee, in trust for registered
holders of [TRUST
NAME], Mortgage Loan Asset-Backed Certificates, Series
[______]." Funds in the
Collection Account shall be held in trust for the
Certificateholders for the
uses and purposes set forth in this Agreement.
Compensating Interest: With respect to any Mortgage Loan and
any
Distribution Date, an amount equal to the portion of any
Prepayment Interest
Shortfalls required to be deposited in the Collection Account by
the Servicer
pursuant to Section 4.02 hereof.
Condemnation Proceeds: All awards or settlements in respect of a
Mortgaged
Property (or Underlying Mortgaged Property, in the case of a
Co-op Loan),
whether permanent or temporary, partial or entire, by exercise
of the power of
eminent domain or condemnation, to the extent not required to be
released either
to a Mortgagor in accordance with the terms of the related
mortgage loan
documents or to the holder of a senior lien on the Mortgaged
Property (or
Underlying Mortgaged Property, in the case of a Co-op Loan).
Co-op Lease: With respect to a Co-op Loan, the lease with
respect to a
dwelling unit occupied by the Mortgagor and relating to the
stock allocated to
the related dwelling unit.
Co-op Loan: A Mortgage Loan secured by the pledge of stock
allocated to a
dwelling unit in a residential cooperative housing corporation
and a collateral
assignment of the related Co-op Lease.
Corresponding Certificates: With respect to the Class LTA-1
Interest, the
Class A-1 and Class R Certificates. With respect to the Class
LTA-2A1 Interest,
the Class A-2A1 Certificates. With respect to
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the Class LTA-2A2 Interest, the Class A-2A2 Certificates. With
respect to the
Class LTA-2B Interest, the Class A-2B Certificates. With respect
to the Class
LTA-3 Interest, the Class A-3 Certificates. With respect to the
Class LTM-1
Interest, the Class M-1 Certificates. With respect to the Class
LTM-2 Interest,
the Class M-2 Certificates. With respect to the Class LTM-3
Interest, the Class
M-3 Certificates. With respect to the Class LTM-4 Interest, the
Class M-4
Certificates. With respect to the Class LTM-5 Interest, the
Class M-5
Certificates. With respect to the Class LTM-6 Interest, the
Class M-6
Certificates. With respect to the Class LTB-1A Interest, the
Class B-1A
Certificates. With respect to the Class LTB-1B Interest, the
Class B-1B
Certificates. With respect to the Class LTB-2A Interest, the
Class B-2A With
respect to the Class LTB-2B Interest, the Class B-2B
Certificates. With respect
to the Class LTB-3A Interest, the Class B-3A Certificates. With
respect to the
Class LTB-3B Interest, the Class B-3B Certificates. With respect
to the Class
LTB-4A Interest, the Class B-4A Certificates. With respect to
the Class LTB-4B
Interest, the Class B-4B Certificates.
Current Interest: Any of the Class A-1 Current Interest, the
Class A-2A1
Current Interest, the Class A-2A2 Current Interest, the Class
A-2B Current
Interest, the Class A-3 Current Interest, the Class R Current
Interest, the
Class M-1 Current Interest, the Class M-2 Current Interest, the
Class M-3
Current Interest, the Class M-4 Current Interest, the Class M-5
Current
Interest, the Class M-6 Current Interest, the Class B-1A Current
Interest, the
Class B-1B Current Interest, the Class B-2A Current Interest,
the Class B-2B
Current Interest, the Class B-3A Current Interest, the Class
B-3B Current
Interest, the Class B-4A Current Interest, the Class B-4B
Current Interest and
the Class C Current Interest.
Custodian: [CUSTODIAN], on behalf of [TRUSTEE] as Trustee.
Cut-off Date: [DATE].
Cut-off Date Principal Balance: As to any Mortgage Loan, the
unpaid
principal balance thereof as of the close of business on the
calendar day
immediately preceding the Cut-off Date after application of all
payments of
principal due on or prior to the Cut-off Date, whether or not
received, and all
Principal Prepayments received prior to the Cut-off Date, but
without giving
effect to any installments of principal received in respect of
Due Dates after
the Cut-off Date.
Definitive Certificates: As defined in Section 5.06.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be
replaced by a
Replacement Mortgage Loan.
Delinquent: A Mortgage Loan is "delinquent" if any payment due
thereon is
not made pursuant to the terms of such Mortgage Loan by the
close of business on
the day such payment is scheduled to be due. A Mortgage Loan is
"30 days
delinquent" if such payment has not been received by the close
of business on
the corresponding day of the month immediately succeeding the
month in which
such payment was due, or, if there is no such corresponding day
(e.g., as when a
30-day month follows a 31-day month in which a payment was due
on the 31st day
of such month), then on the last day of such immediately
succeeding month.
Similarly for "60 days delinquent," "90 days delinquent" and so
on.
Denomination: With respect to each Certificate, the amount set
forth on
the face thereof as the "Initial Principal Balance of this
Certificate."
Depositor: Merrill Lynch Mortgage Investors, Inc., a Delaware
corporation,
or any successor in interest.
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Depository: The initial Depository shall be The Depository Trust
Company
("DTC"), the nominee of which is Cede & Co., or any other
organization
registered as a "clearing agency" pursuant to Section 17A of the
Securities
Exchange Act of 1934, as amended. The Depository shall initially
be the
registered Holder of the Book-Entry Certificates. The Depository
shall at all
times be a "clearing corporation" as defined in Section 8-102(3)
of the Uniform
Commercial Code of the State of New York.
Depository Agreement: With respect to Classes of Book-Entry
Certificates,
the agreement between the Securities Administrator and the
initial Depository.
Depository Participant: A broker, dealer, bank or other
financial
institution or other Person for whom from time to time a
Depository effects
book-entry transfers and pledges of securities deposited with
the Depository.
Designated Transaction: A transaction in which the assets
underlying the
Certificates consist of single-family residential, multi-family
residential,
home equity, manufactured housing and/or commercial mortgage
obligations that
are secured by single-family residential, multi-family
residential, commercial
real property or leasehold interests therein.
Determination Date: With respect to any Distribution Date, the
15th day of
the month of such Distribution Date or, if such 15th day is not
a Business Day,
the immediately preceding Business Day.
Disqualified Organization: (1) the United States, any state or
political
subdivision thereof, any foreign government, any international
organization, or
any agency or instrumentality of any of the foregoing, (2) any
organization
(other than a cooperative described in Section 521 of the Code)
which is exempt
from tax under Chapter 1 of Subtitle A of the Code unless such
organization is
subject to the tax imposed by Section 511 of the Code and (3)
any organization
described in Section 1381(a)(2)(C) of the Code.
Distribution Date: The 25th day of each calendar month, or if
such 25th
day is not a Business Day, the next succeeding Business Day,
commencing in
___________.
Due Date: With respect to any Distribution Date and any Mortgage
Loan, the
day during the related Due Period on which a Scheduled Payment
is due.
Due Period: With respect to any Distribution Date, the period
beginning on
the second day of the calendar month preceding the calendar
month in which such
Distribution Date occurs and ending on the first day of the
month in which such
Distribution Date occurs.
Eligible Account: An account that is (i) maintained with a
depository
institution the long-term unsecured debt obligations of which
are rated by each
Rating Agency in one of its two highest rating categories, or
(ii) maintained
with the corporate trust department of a bank which (A) has a
rating of at least
Baa3 or P-3 by Moody's and (B) is either the Depositor or the
corporate trust
department of a national bank or banking corporation which has a
rating of at
least A-1 by S&P or F1 by Fitch, or (iii) an account or
accounts the deposits in
which are fully insured by the FDIC, or (iv) an account or
accounts, acceptable
to each Rating Agency without reduction or withdrawal of the
rating of any Class
of Certificates, as evidenced in writing, by a depository
institution in which
such accounts are insured by the FDIC (to the limit established
by the FDIC),
the uninsured deposits in which accounts are otherwise secured
such that, as
evidenced by an Opinion of Counsel delivered to and acceptable
to the Securities
Administrator, the Trustee and each Rating Agency, the
Certificateholders have a
claim with respect to the funds in such account and a perfected
first security
interest against any collateral (which shall be limited to
Permitted
Investments) securing such funds that is superior to claims of
any other
depositors or
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creditors of the depository institution with which such account
is maintained,
or (v) maintained at an eligible institution whose commercial
paper, short-term
debt or other short-term deposits are rated at least A-1+ by
S&P and F-1+ by
Fitch, or (vi) maintained with a federal or state chartered
depository
institution the deposits in which are insured by the FDIC to the
applicable
limits and the short-term unsecured debt obligations of which
(or, in the case
of a depository institution that is a subsidiary of a holding
company, the
short-term unsecured debt obligations of such holding company)
are rated A-1 by
S&P or Prime-1 by Moody's at the time any deposits are held
on deposit therein,
or (vii) otherwise acceptable to each Rating Agency, as
evidenced by a letter
from each Rating Agency to the Securities Administrator and the
Trustee.
ERISA: The Employee Retirement Income Security Act of 1974,
including any
successor or amendatory provisions.
ERISA-Qualifying Underwriting: A best efforts or firm
commitment
underwriting or private placement that would satisfy the
requirements of
Prohibited Transaction Exemption 90-29, Exemption Application
No. D-8012, 55
Fed. Reg. 21459 (1990), as amended, granted to the Underwriter
by the United
States Department of Labor (or any other applicable
underwriter's exemption
granted by the United States Department of Labor), except, in
relevant part, for
the requirement that the certificates have received a rating at
the time of
acquisition that is in one of the three (or four, in the case of
a "designated
transaction") highest generic rating categories by at least one
of the Rating
Agencies.
ERISA Restricted Certificates: The Class B-4, Class C and Class
P
Certificates and any other Certificate, as long as the
acquisition and holding
of such Certificate is not covered by and exempt under the
Underwriter's
exemption.
Event of Default: As defined in Section 7.01 hereof.
Excess Interest: On any Distribution Date, for each Class of the
Class A,
Class M and Class B Certificates, the excess, if any, of (1) the
amount of
interest such Class of Certificates is entitled to receive on
such Distribution
Date over (2) the amount of interest such Class of Certificates
would have been
entitled to receive on such Distribution Date at an interest
rate equal to the
REMIC Pass-Through Rate.
Excess Proceeds: With respect to any Liquidated Loan, any
Liquidation
Proceeds that are in excess of the sum of (1) the unpaid
principal balance of
such Liquidated Loan as of the date of such liquidation plus (2)
interest at the
Mortgage Rate from the Due Date as to which interest was last
paid or advanced
to Certificateholders (and not reimbursed to the Servicer) up to
the Due Date in
the month in which such Liquidation Proceeds are required to be
distributed on
the unpaid principal balance of such Liquidated Loan outstanding
during each Due
Period as to which such interest was not paid or advanced.
Exchange Act: The Securities Exchange Act of 1934, as
amended.
Extra Principal Distribution Amount: With respect to any
Distribution
Date, (1) prior to the Stepdown Date, the excess of (A) the sum
of (i) the
Aggregate Certificate Principal Balance immediately preceding
such Distribution
Date reduced by the Principal Funds with respect to such
Distribution Date and
(ii) $_________ and over (B) the aggregate Stated Principal
Balance of the
Mortgage Loans as of such Distribution Date and (2) on and after
the Stepdown
Date, (A) the sum of (x) the Aggregate Certificate Principal
Balance immediately
preceding such Distribution Date, reduced by the Principal Funds
with respect to
such Distribution Date and (y) the greater of (a) ___% of the
aggregate Stated
Principal Balance of the Mortgage Loans and (b) the Minimum
Required
Overcollateralization Amount less (B) the aggregate Stated
Principal Balance of
the Mortgage Loans as of such Distribution Date; provided,
however, that if on
any Distribution Date a Stepdown Trigger Event is in effect, the
Extra
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Principal Distribution Amount will not be reduced to the
applicable percentage
of the then-current aggregate Stated Principal Balance of the
Mortgage Loans
(and will remain fixed at the applicable percentage of the
aggregate Stated
Principal Balance of the Mortgage Loans as of the Due Date
immediately prior to
the Stepdown Trigger Event) until the next Distribution Date on
which the
Stepdown Trigger Event is not in effect.
Fannie Mae: A federally chartered and privately owned
corporation
organized and existing under the Federal National Mortgage
Association Charter
Act, or any successor thereto.
FDIC: The Federal Deposit Insurance Corporation, or any
successor thereto.
Fitch: Fitch, Inc., or any successor in interest.
Fixed Rate Mortgage Loan: A Mortgage Loan identified in the
Mortgage Loan
Schedule as having a Mortgage Rate which is fixed.
Floating Rate Certificate Carryover: With respect to a
Distribution Date,
in the event that the Pass-Through Rate for a class of Class A,
Class M or Class
B Certificates is based upon the related Available Funds Cap,
the excess of (1)
the amount of interest that such Class would have been entitled
to receive on
such Distribution Date had the Pass-Through Rate for that Class
not been
calculated based on the related Available Funds Cap, up to but
not exceeding
greater of (x) the related Maximum Rate Cap or (y) the sum of
(i) the related
Available Funds Cap and (ii) the product of (A) a fraction, the
numerator of
which is 360 and the denominator of which is the actual number
of days in the
related Accrual Period and (B) the quotient obtained by dividing
(I) an amount
equal to the proceeds, if any, payable under the related Cap
Contract with
respect to such Distribution Date by (II) the aggregate
Certificate Principal
Balance of each of the Classes of Certificates to which such Cap
Contract
relates for such Distribution Date over (2) the amount of
interest such class
was entitled to receive on such Distribution Date based on the
related Available
Funds Cap, together with (i) the unpaid portion of any such
excess from prior
Distribution Dates (and interest accrued thereon at the then
applicable
Pass-Through Rate, without giving effect to the applicable
Available Funds Cap)
and (ii) any amount previously distributed with respect to
Floating Rate
Certificate Carryover for such class that is recovered as a
voidable preference
by a trustee in bankruptcy.
Freddie Mac: A corporate instrumentality of the United States
created and
existing under Title III of the Emergency Home Finance Act of
1970, as amended,
or any successor thereto.
Grantor Trusts: The grantor trusts described in Section 2.07
hereof.
Gross Margin: The percentage set forth in the related Mortgage
Note for
each of the Adjustable Rate Mortgage Loans which is to be added
to the
applicable index for use in determining the Mortgage Rate on
each Adjustment
Date, and which is set forth in the Mortgage Loan Schedule for
each Adjustable
Rate Mortgage Loan.
Group One: The portion of the Mortgage Pool identified as "Group
One" in
the Prospectus Supplement.
Group One Mortgage Loan: Any Mortgage Loan at any time
identified in the
Group One Mortgage Loan Schedule attached hereto as Exhibit
B-2.
Group One Principal Distribution Amount: As of any Distribution
Date, the
amount equal to the lesser of (i) the aggregate Certificate
Principal Balance of
the Class A-1 and Class R Certificates and (ii)
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the product of (x) the Group One Principal Distribution
Percentage and (y) the
Class A Principal Distribution Amount; provided, however, that
with respect to
any Distribution Date on which the Class A-1 and Class R
Certificates are
outstanding and the Certificate Principal Balance of the Class
A-2 Certificates
has been reduced to zero, the Group One Principal Distribution
Amount will equal
the Class A Principal Distribution Amount.
Group One Principal Distribution Percentage: With respect to
any
Distribution Date, a fraction expressed as a percentage, the
numerator of which
is the amount of Principal Funds received with respect to
Mortgage Loans in
Group One and the denominator of which is the amount of
Principal Funds received
from all of the Mortgage Loans in the mortgage pool.
Group Two: The portion of the Mortgage Pool identified as "Group
Two" in
the Prospectus Supplement.
Group Two Mortgage Loan: Any Mortgage Loan at any time
identified in the
Group Two Mortgage Loan Schedule attached hereto as Exhibit
B-3.
Group Two Principal Distribution Amount: As of any Distribution
Date, the
amount equal to the lesser of (i) the aggregate Certificate
Principal Balance of
the Class A-2 Certificates and (ii) the product of (x) the Group
Two Principal
Distribution Percentage and (y) the Class A Principal
Distribution Amount;
provided, however, that with respect to any Distribution Date on
which the Class
A-2 Certificates are outstanding and the Certificate Principal
Balances of the
Class A-1 and Class R Certificates have been reduced to zero,
the Group Two
Principal Distribution Amount will equal the Class A Principal
Distribution
Amount.
Group Two Principal Distribution Percentage: With respect to
any
Distribution Date, a fraction expressed as a percentage, the
numerator of which
is the amount of Principal Funds received with respect to
Mortgage Loans in
Group Two and the denominator of which is the amount of
Principal Funds received
from all of the Mortgage Loans in the mortgage pool.
Indenture: An indenture relating to the issuance of notes
guaranteed by
the NIMs Insurer.
Initial Adjustment Date: As to any Adjustable Rate Mortgage
Loan, the
first Adjustment Date following the origination of such Mortgage
Loan.
Initial Certificate Principal Balance: With respect to any
Certificate,
the Certificate Principal Balance of such Certificate or any
predecessor
Certificate on the Closing Date as set forth in Section 5.01
hereof.
Initial Mortgage Rate: As to each Mortgage Loan, the Mortgage
Rate in
effect prior to the Initial Adjustment Date.
Initial Optional Termination Date: The first Distribution Date
on which
the aggregate Stated Principal Balance of the Mortgage Loans (or
if such
Mortgage Loan is an REO Property, the fair market value of such
REO Property) is
equal to or less than 10% of the aggregate Stated Principal
Balance of the
Mortgage Loans as of the Cut-off Date.
Insurance Policy: With respect to any Mortgage Loan or the
related
Mortgaged Property (or the related Underlying Mortgaged
Property, in the case of
a Co-op Loan) included in the Trust Fund, any insurance policy,
including all
riders and endorsements thereto in effect with respect to such
Mortgage
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Loan or Mortgaged Property (or related Underlying Mortgage
Property, in the case
of a Co-op Loan), including any replacement policy or policies
for any insurance
policies.
Insurance Proceeds: Proceeds paid in respect of a Mortgage Loan
or the
related Mortgaged Property (or the related Underlying Mortgaged
Property, in the
case of a Co-op Loan) pursuant to any Insurance Policy or any
other insurance
policy covering such Mortgage Loan or Mortgaged Property (or
Underlying
Mortgaged Property, in the case of a Co-op Loan), to the extent
such proceeds
are payable to the mortgagee under the Mortgage, the Servicer or
the trustee
under the deed of trust and are not applied to the restoration
of the related
Mortgaged Property (or the related Underlying Mortgaged
Property, in the case of
a Co-op Loan) or released either to the Mortgagor or to the
holder of a senior
lien on the related Mortgaged Property (or the related
Underlying Mortgaged
Property in the case of a Co-op Loan) in accordance with the
procedures that the
Servicer would follow in servicing mortgage loans held for its
own account, in
each case other than any amount included in such Insurance
Proceeds in respect
of Insured Expenses.
Insured Expenses: Expenses covered by an Insurance Policy or any
other
insurance policy with respect to a Mortgage Loan or the related
Mortgaged
Property (or the related Underlying Mortgaged Property, in the
case of a Co-op
Loan).
Interest Carry Forward Amount: Any of the Class A-1 Interest
Carry Forward
Amount, the Class A-2A1 Interest Carry Forward Amount, the Class
A-2A2 Interest
Carry Forward Amount, the Class A-2B Interest Carry Forward
Amount, the Class
A-3 Interest Carry Forward Amount, the Class R Interest Carry
Forward Amount,
the Class M-1 Interest Carry Forward Amount, the Class M-2
Interest Carry
Forward Amount, the Class M-3 Interest Carry Forward Amount, the
Class M-4
Interest Carry Forward Amount, the Class M-5 Interest Carry
Forward Amount, the
Class M-6 Interest Carry Forward Amount, the Class B-1A Interest
Carry Forward
Amount, the Class B-1B Interest Carry Forward Amount, the Class
B-2A Interest
Carry Forward Amount, the Class B-2B Interest Carry Forward
Amount, the Class
B-3A Interest Carry Forward Amount, the Class B-3B Interest
Carry Forward
Amount, the Class B-4A Interest Carry Forward Amount, the Class
B-4B Interest
Carry Forward Amount or the Class C Interest Carry Forward
Amount, as the case
may be.
Interest Determination Date: With respect to the Certificates,
(i) for any
Accrual Period other than the first Accrual Period, the second
LIBOR Business
Day preceding the commencement of such Accrual Period and (ii)
for the first
Accrual Period, _____________.
Interest Funds: With respect to any Distribution Date, the sum,
without
duplication, of (1) all scheduled interest due during the
related Due Period and
received before the related Servicer Remittance Date or advanced
on or before
the related Servicer Remittance Date less the Servicing Fee and
the Securities
Administrator Fee, (2) all Advances relating to interest with
respect to the
Mortgage Loans and such Distribution Date, (3) all Compensating
Interest with
respect to the Mortgage Loans and such Distribution Date, (4)
Liquidation
Proceeds with respect to the Mortgage Loans (to the extent such
Liquidation
Proceeds relate to interest) collected during the related
Prepayment Period, (5)
all proceeds of any purchase pursuant to Section 2.02 or 2.03
during the related
Prepayment Period or pursuant to Section 9.01 not later than the
related
Determination Date (to the extent that such proceeds relate to
interest) less
the Servicing Fee and the Securities Administrator Fee and (6)
all Prepayment
Charges received with respect to the Mortgage Loans during the
related
Prepayment Period less (A) all Non-Recoverable Advances relating
to interest and
(B) other amounts reimbursable to the Servicer, the Master
Servicer, the
Securities Administrator and the Trustee pursuant to this
Agreement.
Latest Possible Maturity Date: The latest maturity date for any
Mortgage
Loan in the Trust Fund plus one year.
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LIBOR Business Day: Any day on which banks in the City of
London, England
and New York City, U.S.A. are open and conducting transactions
in foreign
currency and exchange.
Liquidated Loan: With respect to any Distribution Date, a
defaulted
Mortgage Loan that either (a) pursuant to Section 3.12 has been
realized upon or
liquidated through deed-in-lieu of foreclosure, foreclosure
sale, trustee's sale
or other realization as provided by applicable law governing the
real property
subject to the related Mortgage and any security agreements and
as to which the
Servicer has certified (in accordance with Section 3.12) in the
related
Prepayment Period that it has received all amounts it expects to
receive in
connection with such liquidation or (b) as to which is not a
first lien Mortgage
Loan and is delinquent 180 days or longer, the Servicer has
certified in a
certificate of an officer of the Servicer delivered to the
Depositor and the
Trustee that it does not believe that there is a reasonable
likelihood that any
further net proceeds will be received or recovered with respect
to such Mortgage
Loan.
Liquidation Proceeds: Amounts, including Condemnation Proceeds,
Insurance
Proceeds, received in connection with the partial or complete
liquidation of a
Mortgage Loan, whether through trustee's sale, foreclosure sale,
sale by the
Servicer pursuant to this Agreement or otherwise or amounts
received in
connection with any condemnation or partial release of a
Mortgaged Property and
any other proceeds received in connection with the final sale of
a related REO
Property, less the sum of related unreimbursed Advances,
Servicing Fees,
Servicing Advances and any other expenses related to such
Mortgage Loan.
Loan-to-Value Ratio: With respect to any Mortgage Loan, the
fraction,
expressed as a percentage, the numerator of which is the
original principal
balance of the related Mortgage Loan and the denominator of
which is the lesser
of (X) the Appraised Value of the related Mortgaged Property (or
applicable
dwelling unit, in the case of a Co-op Loan) and (Y) the sales
price of the
related Mortgaged Property (or applicable dwelling unit, in the
case of a Co-op
Loan) at the time of origination.
Losses: Any losses, claims, damages, liabilities or expenses
collectively.
Lower Tier REMIC: As described in the Preliminary Statement and
Section
2.07.
Lower Tier REMIC Interests: Each of the Class LTA-1 Interest,
the Class
LTA-2A1 Interest, the Class LTA-2A2 Interest, the Class LTA-2B
Interest, the
Class LTA-3 Interest, the Class LTM-1 Interest, the Class LTM-2
Interest, the
Class LTM-3 Interest, the Class LTM-4 Interest, the Class LTM-5
Interest, the
Class LTM-6 Interest, the Class LTB-1A Interest, the Class
LTB-1B Interest, the
Class LTB-2A Interest, the Class LTB-2B Interest, the Class
LTB-3A Interest, the
Class LTB-3B Interest, the Class LTB-4A Interest, the Class
LTB-4B Interest, the
Class LTIX Interest, the Class LTIIX Interest, the Class LTII1A
Interest, the
Class LTII1B Interest, the Class LTII2A Interest, the Class
LTII2B Interest and
the Class LTR Interest.
Lower Tier REMIC I Marker Interests: Each of the classes of
Lower Tier
REMIC Regular Interests other than the Class LTIX Interest, the
Class LTIIX
Interest, the Class LTII1A Interest, the Class LTII1B Interest,
the Class LTII2A
Interest, the Class LTII2B Interest.
Lower Tier REMIC II Marker Interests: Each of the Class LTII1A
Interest,
the Class LTII1B Interest, the Class LTII2A Interest and the
Class LTII2B
Interest.
Lower Tier REMIC Regular Interests: Each of the Lower Tier REMIC
Interests
other than the Class LTR Interest.
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Lower Tier REMIC Subordinated Balance Ratio: The ratio of (i)
the
principal balance of the Class LTII1A Interest to (ii) the
principal balance of
the Class LTII2A Interest that is equal to the ratio of (i) the
excess of (A)
the aggregate Stated Principal Balance of Group One over (B) the
current
Certificate Principal Balance of the Class A-1 and Class R
Certificates to (ii)
the excess of (A) the aggregate Stated Principal Balance of
Group Two over (B)
the current Certificate Principal Balance of the Class A-2
Certificates.
Master Servicer: [MASTER SERVICER], or any successor in
interest.
Maximum Mortgage Rate: With respect to each Adjustable Rate
Mortgage Loan,
the maximum rate of interest set forth as such in the related
Mortgage Note and
with respect to each Fixed Rate Mortgage Loan, the rate of
interest set forth in
the related Mortgage Note.
Maximum Rate Cap: Any of the Class A-1 Maximum Rate Cap, the
Class A-2
Maximum Rate Cap or the Weighted Average Maximum Rate Cap.
MERS: Mortgage Electronic Registration Systems, Inc., a
corporation
organized and existing under the laws of the State of Delaware,
or any successor
thereto.
MERS Loan: Any Mortgage Loan registered with MERS on the MERS
System.
MERS System: The system of recording transfers of mortgage
electronically
maintained by MERS.
MIN: The loan number for any MERS Loan.
Minimum Mortgage Rate: With respect to each Adjustable Rate
Mortgage Loan,
the minimum rate of interest set forth as such in the related
Mortgage Note.
Minimum Required Overcollateralization Amount: An amount equal
to the
product of (x) ___% and (y) the Stated Principal Balance of the
Mortgage Loans
as of the Cut-off Date.
MOM Loan: Any Mortgage Loan as to which MERS is acting as
mortgagee,
solely as nominee for the originator of such Mortgage Loan and
its successors
and assigns.
Monthly Excess Interest Amount: With respect to each
Distribution Date,
the amount, if any, by which the Interest Funds for such
Distribution Date
exceeds the aggregate amount distributed on such Distribution
Date pursuant to
Section 4.04(b) (other than the last clause thereof).
Monthly Statement: The statement delivered to the
Certificateholders
pursuant to Section 4.05.
Moody's: Moody's Investors Service, Inc. or any successor in
interest.
Mortgage: With respect to a Mortgage Loan that is not a Co-op
Loan, the
mortgage, deed of trust or other instrument with all riders
attached thereto
creating a first or second lien or a first or second priority
ownership interest
in an estate in fee simple in real property securing a Mortgage
Note. With
respect to a Co-op Loan, the security agreement with all riders
attached thereto
creating a security interest in the stock allocated to a
dwelling unit in a
residential cooperative housing corporation and pledged to
secure such Co-op
Loan and the related Co-op Lease.
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Mortgage File: The mortgage documents listed in Section 2.01
hereof
pertaining to a particular Mortgage Loan and any additional
documents delivered
to the Trustee to be added to the Mortgage File pursuant to this
Agreement.
Mortgage Group: Either of Group One or Group Two.
Mortgage Loans: Such of the mortgage loans transferred and
assigned to the
Trustee pursuant to the provisions hereof as from time to time
are held as a
part of the Trust Fund (including any REO Properties the
mortgage loans so held
being identified in the Mortgage Loan Schedule, notwithstanding
foreclosure or
other acquisition of title of the related Mortgaged Property.
Any mortgage loan
that was intended by the parties hereto to be transferred to the
Trust Fund as
indicated by such Mortgage Loan Schedule which is in fact not so
transferred for
any reason shall continue to be a Mortgage Loan hereunder until
the Purchase
Price with respect thereto has been paid to the Trust Fund.
Mortgage Loan Schedule: The list of Mortgage Loans (as from time
to time
amended by the Trustee to reflect the deletion of Deleted
Mortgage Loans and the
addition of Replacement Mortgage Loans pursuant to the
provisions of this
Agreement transferred to the Trustee as part of the Trust Fund
and from time to
time subject to this Agreement, attached hereto as Exhibits B-1,
B-2 and B-3,
setting forth the following information with respect to each
Mortgage Loan:
(i) the loan number;
(ii) borrower name and address;
(iii) the unpaid principal balance of the Mortgage Loans;
(iv) the Initial Mortgage Rate;
(v) the original maturity date and the months remaining
before
maturity date;
(vi) the original principal balance;
(vii) the Cut-off Date Principal Balance;
(viii) the first payment due date of the Mortgage Loan;
(ix) the Loan-to-Value Ratio at origination;
(x) a code indicating whether the residential dwelling at the
time
of origination was represented to be owner-occupied;
(xi) a code indicating the property type;
(xii) with respect to each Adjustable Rate Mortgage Loan;
(A) the frequency of each Adjustment Date;
(B) the next Adjustment Date;
(C) the Maximum Mortgage Rate;
(D) the Minimum Mortgage Rate;
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(E) the Mortgage Rate as of the Cut-off Date;
(F) the related Periodic Rate Cap;
(G) the Gross Margin;
(H) the lifetime rate cap;
(xiii) location of the related Mortgaged Property (or
Underlying
Mortgaged Property, in the case of a Co-op Loan);
(xiv) a code indicating whether a Prepayment Charge is
applicable
and, if so, the term of such Prepayment Charge;
(xv) the Credit Score and date obtained; and
(xvi) the MIN.
Mortgage Note: The original executed note or other evidence
of
indebtedness evidencing the indebtedness of a Mortgagor under a
Mortgage Loan
and all amendments, modifications and attachments thereto with
all riders
attached thereto.
Mortgage Pool: The aggregate of the Mortgage Loans identified in
the
Mortgage Loan Schedule.
Mortgaged Property: The underlying property securing a Mortgage
Loan.
Mortgage Rate: The annual rate of interest borne by a Mortgage
Note from
time to time.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Rate: As to each Mortgage Loan, and at any time,
the per
annum rate equal to the then current Mortgage Rate less the
Servicing Fee Rate
and the Securities Administrator Fee Rate.
Net Rate: With respect to any Distribution Date, the product of
(x) the
weighted average Net Mortgage Rate for the Mortgage Loans
calculated based on
the respective Net Mortgage Rates and the Stated Principal
Balances of such
Mortgage Loans as of the preceding Distribution Date (or, in the
case of the
first Distribution Date, as of the Cut-off Date) and (y) a
fraction, the
numerator of which is 30 and the denominator of which is the
actual number of
days in the related Accrual Period.
NIM Notes: The notes to be issued pursuant to the Indenture.
NIMs Insurer: Any of the one or more insurers, if any, that
is
guaranteeing certain payments under any NIM Notes; provided,
that upon the
payment in full of the NIM Notes, all rights of the NIMs Insurer
hereunder shall
terminate.
NIMs Insurer Default: As defined in Section 10.12.
Non-Recoverable Advance: Any portion of an Advance previously
made or
proposed to be made by the Servicer that, in the good faith
judgment of the
Servicer, will not or, in the case of a current delinquency,
would not, be
ultimately recoverable by the Servicer from the related
Mortgagor, related
Liquidation Proceeds or otherwise with respect to the related
Mortgage Loan.
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Non-Recoverable Servicing Advance: Any portion of a Servicing
Advance
previously made or proposed to be made by the Servicer that, in
the good faith
judgment of the Servicer, will not or, in the case of a current
Servicing
Advance, would not, be ultimately recoverable by the Servicer
from the related
Mortgagor, related Liquidation Proceeds or otherwise with
respect to the related
Mortgage Loan.
Non-Supported Interest Shortfall: As defined in Section
4.02.
Officer's Certificate: A certificate (1) signed by the Chairman
of the
Board, the Vice Chairman of the Board, the President, a vice
president (however
denominated), an Assistant Vice President, the Treasurer, the
Secretary, or one
of the assistant treasurers or assistant secretaries of the
Depositor, the
Master Servicer, the Servicer or the Securities Administrator
(or any other
officer customarily performing functions similar to those
performed by any of
the above designated officers and also to whom, with respect to
a particular
matter, such matter is referred because of such officer's
knowledge of and
familiarity with a particular subject) or (2), if provided for
in this
Agreement, signed by a Servicing Officer, as the case may be,
and delivered to
the Depositor, the Master Servicer, the Servicer, the Securities
Administrator
or the Trustee, as the case may be, as required by this
Agreement.
One-Month LIBOR: With respect to any Accrual Period, the
rate
determined by the Securities Administrator on the related
Interest Determination
Date on the basis of (a) the offered rates for one-month United
States dollar
deposits, as such rates appear on Telerate page 3750, as of
11:00 a.m. (London
time) on such Interest Determination Date or (b) if such rate
does not appear on
Telerate Page 3750 as of 11:00 a.m. (London time), the offered
rates of the
Reference Banks for one-month United States dollar deposits, as
such rates
appear on the Reuters Screen LIBO Page, as of 11:00 a.m. (London
time) on such
Interest Determination Date. If One-Month LIBOR is determined
pursuant to clause
(b) above, on each Interest Determination Date, One-Month LIBOR
for the related
Accrual Period will be established by the Securities
Administrator as follows:
(i) If on such Interest Determination Date two or more
Reference
Banks provide such offered quotations, One-Month LIBOR for the
related
Accrual Period shall be the arithmetic mean of such offered
quotations
(rounded upwards if necessary to the nearest whole multiple of
0.03125%).
(ii) If on such Interest Determination Date fewer than two
Reference
Banks provide such offered quotations, One-Month LIBOR for the
related
Accrual Period shall be the higher of (i) One-Month LIBOR as
determined on
the previous Interest Determination Date and (ii) the Reserve
Interest
Rate.
Opinion of Counsel: A written opinion of counsel, who may be
counsel for
the Depositor, the Master Servicer, the Servicer or the
Securities
Administrator, reasonably acceptable to each addressee of such
opinion;
provided, however, that with respect to Section 6.04 or 10.01,
or the
interpretation or application of the REMIC Provisions, such
counsel must (1) in
fact be independent of the Depositor, the Master Servicer, the
Servicer or the
Securities Administrator, (2) not have any direct financial
interest in the
Depositor, the Master Servicer, the Servicer or the Securities
Administrator or
in any affiliate of any such party and (3) not be connected with
the Depositor,
the Master Servicer, the Servicer or the Securities
Administrator as an officer,
employee, promoter, underwriter, trustee, partner, director or
person performing
similar functions.
Optional Termination: The termination of the Trust Fund
hereunder pursuant
to clause (b) of Section 9.01 hereof.
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Optional Termination Amount: The amount received by the
Securities
Administrator in connection with any purchase of all of the
Mortgage Loans and
REO Properties pursuant to Section 9.01(b).
Optional Termination Price: On any date after the Initial
Optional
Termination Date an amount equal to the sum of (i) the then
aggregate
outstanding Stated Principal Balance of the Mortgage Loans (or,
if such Mortgage
Loan is an REO Property, the fair market value of such REO
Property) plus
accrued interest thereon at the applicable Mortgage Rate through
the Due Date in
the month in which the Optional Termination Price is to be
distributed to the
Certificateholders; (ii) any unreimbursed out-of-pocket costs
and expenses owed
to the Trustee, the Master Servicer, the Securities
Administrator or the
Servicer, any unpaid or unreimbursed Servicing Fees, Securities
Administrator
Fees and all unreimbursed Advances and Servicing Advances, in
each case incurred
by such party in the performance of its obligations and (iii)
any unreimbursed
costs, penalties and/or damages incurred by the Trust Fund in
connection with
any violation relating to any of the Mortgage Loans of any
predatory or abusive
lending law.
OTS: The Office of Thrift Supervision.
Outstanding: With respect to the Certificates as of any date
of
determination, all Certificates theretofore executed and
authenticated under
this Agreement except: (1) Certificates theretofore canceled by
the Securities
Administrator or delivered to the Securities Administrator for
cancellation; and
(2) Certificates in exchange for which or in lieu of which other
Certificates
have been executed by the Securities Administrator and delivered
by the
Securities Administrator pursuant to this Agreement.
Outstanding Mortgage Loan: As of any Distribution Date, a
Mortgage Loan
with a Stated Principal Balance greater than zero that was not
the subject of a
Principal Prepayment in full, and that did not become a
Liquidated Loan, prior
to the end of the related Due Period.
Overcollateralization Amount: As of any date of determination,
the excess
of (1) the sum of (x) the Stated Principal Balance of the
Mortgage Loans over
(2) the Certificate Principal Balance of the Certificates (other
than the Class
P Certificates and the Class C Certificates).
Ownership Interest: As to any Certificate, any ownership
interest in such
Certificate including any interest in such Certificate as the
Holder thereof and
any other interest therein, whether direct or indirect, legal or
beneficial.
Pass-Through Rate: With respect to any Class of Certificates,
the
corresponding Pass-Through Rate for such Class of
Certificates.
Percentage Interest: With respect to:
(i) any Class, the percentage interest in the undivided
beneficial
ownership interest evidenced by such Class which shall be equal
to the
Certificate Principal Balance of such Class divided by the
aggregate
Certificate Principal Balance of all Classes; and
(ii) any Certificate, the Percentage Interest evidenced thereby
of
the related Class shall equal the percentage obtained by
dividing the
Denomination of such Certificate by the aggregate of the
Denominations of
all Certificates of such Class; except that in the case of any
Class P
Certificates, the Percentage Interest with respect to such
Certificate
shown on the face of such Certificate.
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Periodic Rate Cap: As to each Adjustable Rate Mortgage Loan and
the
related Mortgage Note, the provision therein that limits
permissible increases
and decreases in the Mortgage Rate on any Adjustment Date.
Permitted Activities: The primary activities of the Trust Fund
created
pursuant to this Agreement which shall be:
(i) holding Mortgage Loans transferred from the Depositor and
other
assets of the Trust Fund, including the Cap Contracts and any
credit
enhancement and passive derivative financial instruments that
pertain to
beneficial interests issued or sold to parties other than the
Depositor,
its Affiliates, or its agents;
(ii) issuing Certificates and other interests in the assets of
the
Trust Fund;
(iii) receiving collections on the Mortgage Loans and the
Cap
Contracts and making payments on such Certificates and interests
in
accordance with the terms of this Agreement; and
(iv) engaging in other activities that are necessary or
incidental
to accomplish these limited purposes, which activities cannot be
contrary
to the status of the Trust Fund as a qualified special purpose
entity
under existing accounting literature.
Permitted Investments: At any time, any one or more of the
following
obligations and securities:
(i) obligations of the United States or any agency thereof,
provided
such obligations are backed by the full faith and credit of the
United
States;
(ii) general obligations of or obligations guaranteed by any
state
of the United States or the District of Columbia receiving the
highest
long-term debt rating of each Rating Agency rating the
Certificates;
(iii) commercial or finance company paper, other than commercial
or
finance company paper issued by the Depositor, the
Securities
Administrator or any of its Affiliates, which is then receiving
the
highest commercial or finance company paper rating of each such
Rating
Agency;
(iv) certificates of deposit, demand or time deposits, or
bankers'
acceptances (other than banker's acceptances issued by the
Securities
Administrator or any of its Affiliates) issued by any
depository
institution or trust company incorporated under the laws of the
United
States or of any state thereof and subject to supervision and
examination
by federal and/or state banking authorities, provided that the
commercial
paper and/or long term unsecured debt obligations of such
depository
institution or trust company are then rated one of the two
highest
long-term and the highest short-term ratings of each such Rating
Agency
for such securities;
(v) demand or time deposits or certificates of deposit issued by
any
bank or trust company or savings institution to the extent that
such
deposits are fully insured by the FDIC;
(vi) guaranteed reinvestment agreements issued by any bank,
insurance company or other corporation rated in the two highest
long-term
or the highest short-term ratings of each Rating Agency
containing, at the
time of the issuance of such agreements, such terms and
conditions as will
not result in the downgrading or withdrawal of the rating then
assigned to
the Certificates by any such Rating Agency as evidenced by a
letter from
each Rating Agency;
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(vii) repurchase obligations with respect to any security
described
in clauses (i) and (ii) above, in either case entered into with
a
depository institution or trust company (acting as principal)
described in
clause (v) above;
(viii) securities (other than stripped bonds, stripped coupons
or
instruments sold at a purchase price in excess of 115% of the
face amount
thereof) bearing interest or sold at a discount issued by any
corporation,
other than the Securities Administrator or any of its
Affiliates,
incorporated under the laws of the United States or any state
thereof
which, at the time of such investment, have one of the two
highest long
term ratings of each Rating Agency;
(ix) interests in any money market fund (including those managed
or
advised by the Securities Administrator, the Trustee or their
respective
affiliates) which at the date of acquisition of the interests in
such fund
and throughout the time such interests are held in such fund has
the
highest applicable long term rating by each Rating Agency rating
such
fund; and
(x) short term investment funds sponsored by any trust company
or
national banking association incorporated under the laws of the
United
States or any state thereof, other than the Securities
Administrator or
any of its Affiliates, which on the date of acquisition has been
rated by
each such Rating Agency in their respective highest applicable
rating
category;
provided, that no such instrument shall be a Permitted
Investment if such
instrument (i) evidences the right to receive interest only
payments with
respect to the obligations underlying such instrument, (ii) is
purchased at a
premium or above par or (iii) is purchased at a deep discount;
provided,
further, that no such instrument shall be a Permitted Investment
(A) if such
instrument evidences principal and interest payments derived
from obligations
underlying such instrument and the interest payments with
respect to such
instrument provide a yield to maturity of greater than 120% of
the yield to
maturity at par of such underlying obligations, or (B) if it may
be redeemed at
a price below the purchase price (the foregoing clause (B) not
to apply to
investments in units of money market funds pursuant to clause
(ix) above); and
provided, further, (I) that no amount beneficially owned by any
REMIC
(including, without limitation, any amounts collected by the
Servicer but not
yet deposited in the Collection Account) may be invested in
investments (other
than money market funds) treated as equity interests for Federal
income tax
purposes, unless the Servicer shall receive an Opinion of
Counsel, at the
expense of the party requesting that such investment be made, to
the effect that
such investment will not adversely affect the status of the any
REMIC provided
for herein as a REMIC under the Code or result in imposition of
a tax on the
Trust Fund or any REMIC provided for herein and (II) each such
investment must
be a "permitted investment" within the meaning of Section
860G(a)(5) of the
Code. Permitted Investments that are subject to prepayment or
call may not be
purchased at a price in excess of par.
Permitted Transferee: Any Person other than (i) the United
States, any
State or political subdivision thereof, or any agency or
instrumentality of any
of the foregoing, (ii) a foreign government, International
Organization or any
agency or instrumentality of either of the foregoing, (iii) an
organization
(except certain farmers' cooperatives described in Section 521
of the Code) that
is exempt from tax imposed by Chapter 1 of the Code (including
the tax imposed
by Section 511 of the Code on unrelated business taxable income)
on any excess
inclusions (as defined in Section 860E(c)(1) of the Code) with
respect to the
Class R Certificate, (iv) rural electric and telephone
cooperatives described in
Section 1381(a)(2)(C) of the Code, and (v) a Person that is not
a citizen or
resident of the United States, a corporation or partnership (or
other entity
treated as a corporation or partnership for United States
federal income tax
purposes) created or organized in or under the laws of the
United States or any
State thereof or the District of Columbia or an estate whose
income from sources
without the United States is includable in gross income for
United States
federal income tax purposes regardless of its connection with
the conduct of a
trade or business within the United States, or a trust if a
court within the
United States is able
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to exercise primary supervision over the administration of the
trust and one or
more United States persons have authority to control all
substantial decisions
of the trust, unless, in the case of this clause (v), such
Person has furnished
the transferor and the Securities Administrator with a duly
completed Internal
Revenue Service Form W-8ECI or applicable successor form. The
terms "United
States," "State" and "International Organization" shall have the
meanings set
forth in Section 7701 of the Code. A corporation will not be
treated as an
instrumentality of the United States or of any State thereof for
these purposes
if all of its activities are subject to tax and, with the
exception of the
Federal Home Loan Mortgage Corporation, a majority of its board
of directors is
not selected by such government unit.
Person: Any individual, corporation, partnership, limited
liability
company, joint venture, association, joint-stock company, trust,
unincorporated
organization or government, or any agency or political
subdivision thereof.
Pool Stated Principal Balance: As to any Distribution Date, the
aggregate
of the Stated Principal Balances, as of such Distribution Date,
of the Mortgage
Loans that were Outstanding Mortgage Loans as of such date.
Preference Claim: The meaning set forth in Section 4.04(j)
hereof.
Prepayment Assumption: A rate or rates of prepayment, as
described in the
Prospectus Supplement in the definition of "Modeling
Assumptions," relating to
the Publicly Offered Certificates.
Prepayment Charges: Any prepayment fees, premiums or charges to
be paid by
the Mortgagor on a Mortgage Loan pursuant to the terms of the
related Mortgage
Note or Mortgage, as applicable, as identified on the Mortgage
Loan Schedule.
Prepayment Interest Excesses: With respect to any Servicer
Remittance
Date, for each Mortgage Loan that was the subject of a Principal
Prepayment in
full during the portion of the related Prepayment Period
occurring between the
first day of the calendar month in which such Servicer
Remittance Date occurs
and the last day of the related Prepayment Period, an amount
equal to interest
(to the extent received) at the applicable Net Mortgage Rate on
the amount of
such Principal Prepayment for the number of days commencing on
the first day of
the calendar month in which such Servicer Remittance Date occurs
and ending on
the date on which such Principal Prepayment is so applied.
Prepayment Interest Shortfall: With respect to any Distribution
Date, for
each Mortgage Loan that was the subject of a Principal
Prepayment in full (other
than a Principal Prepayment in full resulting from the purchase
of a Mortgage
Loan pursuant to Section 2.02, 2.03 or 9.01 hereof), the amount,
if any, by
which (i) one month's interest at the applicable Net Mortgage
Rate on the Stated
Principal Balance of such Mortgage Loan as of the preceding
Distribution Date or
in the case of a partial Principal Prepayment, on the amount of
such prepayment,
exceeds (ii) the amount of interest paid or collected in
connection with such
Principal Prepayment.
Prepayment Period: As to any Distribution Date, the period
beginning with
the opening of business on the 15th day of the calendar month
preceding the
month in which such Distribution Date occurs (or in the case of
the first
Distribution Date, beginning with the opening of business on the
Cut-off Date)
and ending on the close of business on the 14th day of the month
in which such
Distribution Date occurs.
Principal Distribution Amount: With respect to each Distribution
Date, the
sum of (i) the Principal Funds for such Distribution Date and
(ii) any Extra
Principal Distribution Amount for such Distribution Date.
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Principal Funds: With respect to the Mortgage Loans and any
Distribution
Date, the sum, without duplication, of (1) all scheduled
principal due during
the related Due Period and received before the related Servicer
Remittance Date
or advanced on or before the related Servicer Remittance Date,
(2) Principal
Prepayments collected in the related Prepayment Period, (3) the
Stated Principal
Balance of each Mortgage Loan that was purchased by the
Depositor or the
Servicer during the related Prepayment Period or, in the case of
a purchase
pursuant to Section 9.01, on any Business Day prior to such
Distribution Date,
(4) the amount, if any, by which the aggregate unpaid principal
balance of any
Replacement Mortgage Loan is less than the aggregate unpaid
principal of the
related Deleted Mortgage Loans delivered by the Seller in
connection with a
substitution of a Mortgage Loan pursuant to Section 2.03(c), (5)
all Liquidation
Proceeds collected during the related Prepayment Period (to the
extent such
Liquidation Proceeds related to principal), (6) all Subsequent
Recoveries
received during the related Due Period, and (7) all other
collections and
recoveries in respect of principal during the related Prepayment
Period less (A)
all Non-Recoverable Advances relating to principal with respect
to the Mortgage
Loans and (B) other amounts reimbursable to the Servicer, the
Master Servicer,
the Securities Administrator and the Trustee pursuant to this
Agreement and
allocable to principal.
Principal Prepayment: Any Mortgagor payment or other recovery of
(or
proceeds with respect to) principal on a Mortgage Loan
(including Mortgage Loans
purchased or repurchased under Sections 2.02, 2.03, 3.12 and
9.01 hereof) that
is received or recovered in advance of its scheduled Due Date
and is not
accompanied by an amount as to interest representing scheduled
interest due on
any date or dates in any month or months subsequent to the month
of prepayment.
Partial Principal Prepayments shall be applied by the Servicer
in accordance
with the terms of the related Mortgage Note.
Privately Offered Certificates: The Class B-1A, Class B-1B,
Class B-2A,
Class B-2B, Class B-3A, Class B-3B, Class B-4A, Class B-4B and
Class M-6
Certificates.
Prospectus Supplement: The Prospectus Supplement dated
___________
relating to the public offering of the Publicly Offered
Certificates.
Publicly Offered Certificates: The Class A, Class M-1, Class
M-2, Class
M-3, Class M-4 and Class M-5 Certificates.
PUD: A Planned Unit Development.
Purchase Price: With respect to any Mortgage Loan required to
be
repurchased by the Seller or the Transferor pursuant to Section
2.02 or 2.03
hereof or purchased by the Servicer pursuant to Section 3.12(c)
hereof, an
amount equal to the sum of (i) 100% of the unpaid principal
balance of the
Mortgage Loan as of the date of such purchase together with any
unreimbursed
Servicing Advances, (ii) accrued interest on such unpaid
principal balance at
the applicable Mortgage Rate from (a) the date through which
interest was last
paid by the Mortgagor to (b) the Due Date in the month in which
the Purchase
Price is to be distributed to Certificateholders and (iii) any
unreimbursed
costs, penalties and/or damages incurred by the Trust Fund (or
the Trustee on
behalf of the Trust Fund) in connection with any violation
relating to such
Mortgage Loan of any predatory or abusive lending law. With
respect to any REO
Property purchased by the Servicer pursuant to Section 3.12(c)
hereof, an amount
equal to the fair market value of such REO Property, as
determined in good faith
by the Servicer
Rating Agency: Either [RATING AGENCY] or [RATING AGENCY]. If any
such
organization or its successor is no longer in existence, "Rating
Agency" shall
be a nationally recognized statistical rating organization, or
other comparable
Person, designated by the Depositor, notice of which designation
shall be given
to the Trustee. References herein to a given rating category of
a Rating Agency
shall mean such rating category without giving effect to any
modifiers.
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Realized Loss: With respect to (1) a Liquidated Loan, the
amount, if any,
by which the Stated Principal Balance and accrued interest
thereon at the Net
Mortgage Rate exceeds the amount actually recovered by the
Servicer with respect
thereto (net of reimbursement of Advances and Servicing
Advances) at the time
such Mortgage Loan became a Liquidated Loan or (2) a Mortgage
Loan which is not
a Liquidated Loan, any amount of principal that the Mortgagor is
no longer
legally required to pay (except for the extinguishment of debt
that results from
the exercise of remedies due to default by the Mortgagor).
Record Date: With respect to any Distribution Date, the close of
business
on the last Business Day of the month preceding the month in
which the
applicable Distribution Date occurs (or, in the case of the
first Distribution
Date, the Closing Date).
Reference Banks: [Barclays Bank PLC, JPMorgan Chase Bank, N.A.,
Citibank,
N.A., Wells Fargo Bank, N.A. and NatWest, N.A.]; provided that
if any of the
foregoing banks are not suitable to serve as a Reference Bank,
then any leading
banks selected by the Securities Administrator which are engaged
in transactions
in Eurodollar deposits in the international Eurocurrency market
(i) with an
established place of business in London, England, (ii) whose
quotations appear
on the Reuters Screen LIBO Page on the relevant Interest
Determination Date and
(iii) which have been designated as such by the Securities
Administrator.
Regular Certificate: Any one of the Class A, Class M and Class
B
Certificates.
REGULATION AB: Regulation AB promulgated under the Securities
Act and the
Exchange Act, as the same may be amended from time to time; and
all references
to any rule, item, section or subsection of, or definition or
term contained in,
Regulation AB mean such rule, item, section, subsection,
definition or term, as
the case may be, or any successor thereto, in each case as the
same may be
amended from time to time.
Regulation S: Regulation S promulgated under the Securities Act
or any
successor provision thereto, in each case as the same may be
amended from time
to time; and all references to any rule, section or subsection
of, or definition
or term contained in, Regulation S means such rule, section,
subsection,
definition or term, as the case may be, or any successor
thereto, in each case
as the same may be amended from time to time.
Regulation S Book-Entry Certificates: Certificates sold in
offshore
transactions in reliance on Regulation S in the form of one or
more permanent
global Certificates in definitive, fully registered form without
interest
coupons, which shall be deposited on behalf of the subscribers
for such
Certificates represented thereby with the Securities
Administrator, as custodian
for DTC and registered in the name of a nominee of DTC.
Relief Act: The Servicemembers Civil Relief Act or any similar
state or
local law.
Relief Act Shortfall: With respect to any Distribution Date and
any
Mortgage Loan, any reduction in the amount of interest or
principal collectible
on such Mortgage Loan for the most recently ended calendar month
as a result of
the application of the Relief Act.
REMIC: A "real estate mortgage investment conduit" within the
meaning of
section 860D of the Code. References herein to "the REMICs" or
"a REMIC" shall
mean either of (or, as the context requires, both of) the Lower
Tier REMIC and
the Upper Tier REMIC.
REMIC Pass-Through Rate: The Class A-1 Available Funds Cap (in
the case of
a Class included in Certificate Group One), the Class A-2
Available Funds Cap
(in the case of a Class included in Certificate Group Two) or
the Weighted
Average Available Funds Cap (in the case of the Class A-3 and
the Subordinate
Certificates).
REMIC Provisions: Provisions of the federal income tax law
relating to
real estate mortgage investment conduits, which appear at
sections 860A through
860G of Subchapter M of Chapter 1 of the
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Code, and related provisions, and proposed, temporary and final
regulations and
published rulings, notices and announcements promulgated
thereunder, as the
foregoing may be in effect from time to time as well as
provisions of applicable
state laws.
REMIC Regular Interests: (i) any of the rights under any of
the
Certificates (other than the Class P Certificates, the Class R
Certificate and
the Class C Certificates) other than the rights in interest rate
cap contracts
described in Section 2.07 and (ii) the Uncertificated Class C
Interest.
Remittance Report: As defined in Section 4.04(j) hereof.
REO Property: A Mortgaged Property acquired by the Servicer, on
behalf of
the Trustee for the benefit of the Certificateholders, through
foreclosure or
deed-in-lieu of foreclosure in connection with a defaulted
Mortgage Loan.
Replacement Mortgage Loan: A Mortgage Loan substituted by the
Depositor
for a Deleted Mortgage Loan, which must, on the date of such
substitution, as
confirmed in a Request for Release, substantially in the form of
Exhibit I (1)
have a Stated Principal Balance, after deduction of the
principal portion of the
Scheduled Payment due in the month of substitution, not in
excess of, and not
less than 90% of the Stated Principal Balance of the Deleted
Mortgage Loan; (2)
with respect to any Fixed Rate Mortgage Loan, have a Mortgage
Rate not less than
or no more than 1% per annum higher than the Mortgage Rate of
the Deleted
Mortgage Loan and, with respect to any Adjustable Rate Mortgage
Loan: (A) have a
Maximum Mortgage Rate no more than 1% per annum higher or lower
than the Maximum
Mortgage Rate of the Deleted Mortgage Loan; (B) have a Minimum
Mortgage Rate no
more than 1% per annum higher or lower than the Minimum Mortgage
Rate of the
Deleted Mortgage Loan; (C) have the same index and Periodic Rate
Cap as that of
the Deleted Mortgage Loan and a Gross Margin not more than 1%
per annum higher
or lower than that of the Deleted Mortgage Loan; (D) not permit
conversion of
the related Mortgage Rate to a fixed Mortgage Rate and (F)
currently be accruing
interest at a rate not more than 1% per annum higher or lower
than that of the
Deleted Mortgage Loan; (3) have a similar or higher FICO score
or credit grade
than that of the Deleted Mortgage Loan; (4) have a Loan-to-Value
Ratio no higher
than that of the Deleted Mortgage Loan; (5) have a remaining
term to maturity no
greater than (and not more than one year less than) that of the
Deleted Mortgage
Loan; (6) provide for a Prepayment Charge on terms substantially
similar to
those of the Prepayment Charge, if any, of the Deleted Mortgage
Loan; (7) have
the same lien priority as the Deleted Mortgage Loan; (8)
constitute the same
occupancy type as the Deleted Mortgage Loan; and (9) comply with
each
representation and warranty set forth in Section 2.03
hereof.
Request for Release: The Request for Release of Documents
submitted by the
Servicer to the Trustee (or its custodian), substantially in the
form of Exhibit
I hereto.
Required Insurance Policy: With respect to any Mortgage Loan,
any
insurance policy that is required to be maintained from time to
time under this
Agreement.
Required Percentage: As of any Distribution Date following the
Stepdown
Date, the quotient of (1) the excess of (A) the Stated Principal
Balances of the
Mortgage Loans as of such Distribution Date, over (B) the
Certificate Principal
Balance of the most senior Class of Certificates outstanding as
of such
Distribution Date, prior to giving effect to distributions to be
made on such
Distribution Date and (2) the Stated Principal Balance of the
Mortgage Loans as
of such Distribution Date.
Reserve Interest Rate: With respect to any Interest
Determination Date,
the rate per annum that the Securities Administrator determines
to be (1) the
arithmetic mean (rounded upwards if necessary to the nearest
whole multiple of
0.03125%) of the one-month United States dollar lending rates
which New
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York City banks selected by the Securities Administrator are
quoting on the
relevant Interest Determination Date to the principal London
offices of leading
banks in the London interbank market or (2) in the event that
the Securities
Administrator can determine no such arithmetic mean, the lowest
one-month United
States dollar lending rate which New York City banks selected by
the Securities
Administrator are quoting on such Interest Determination Date to
leading
European banks.
Residual Excess Interest Amount: With respect to any
Distribution Date,
the excess of (x) 0.05% of the Monthly Excess Interest Amount
for such
Distribution Date and all prior Distribution Dates over (y) all
payments
previously made to the Class R Certificate in respect of the
Residual Excess
Interest Amount.
Residual Interest: An interest in the Upper Tier REMIC that is
entitled to
all distributions of principal and interest on the Class R
Certificate other
than distributions in respect of the Class LTR Interest and
distributions on the
Class R Certificate in respect of Excess Interest.
Responsible Officer: When used with respect to the
Securities
Administrator or the Servicer, any officer of the Securities
Administrator or
the Servicer with direct responsibility for the administration
of this Agreement
and any other officer to whom, with respect to a particular
matter, such matter
is referred because of such officer's knowledge of and
familiarity with the
particular subject. When used with respect to the Trustee, any
officer of the
Trustee with direct responsibility for the administration of
this Agreement and
also means any other officer to whom, with respect to a
particular matter, such
matter is referred because of such officer's knowledge of and
familiarity with
the particular subject.
Reuters Screen LIBO Page: The display designated as page "LIBO"
on the
Reuters Monitor Money Rates Service (or such other page as may
replace such LIBO
page on that service for the purpose of displaying London
interbank offered
rates of major banks.
S&P: Standard & Poor's, a division of The McGraw-Hill
Companies, Inc., or
any successor in interest.
Sale Agreement: The Mortgage Loan Sale and Assignment Agreement
dated as
of ___________ between the Depositor and the Seller.
Scheduled Payment: The scheduled monthly payment on a Mortgage
Loan due on
any Due Date allocable to principal and/or interest on such
Mortgage Loan.
Section 302 Requirements: Any rules or regulations promulgated
pursuant to
the Sarbanes-Oxley Act of 2002 (as such may be amended from time
to time).
Securities Act: The Securities Act of 1933, as amended.
Securities Administrator: [SECURITIES ADMINISTRATOR], or any
successor in
interest.
Securities Administrator Fee: A fee paid monthly to the
Securities
Administrator from interest collected with respect to each
Mortgage Loan equal
to the product of (a) one-twelfth of the Securities
Administrator Fee Rate and
(b) the Stated Principal Balance of such Mortgage Loan. The
Securities
Administrator is also entitled to a portion of investment income
earned on
amounts on deposit in the Certificate Account as set forth in
Section 3.05(g)
hereof.
Securities Administrator Fee Rate: ____% for each Mortgage
Loan.
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<PAGE>
Seller: [Merrill Lynch Mortgage Lending, Inc., a Delaware
corporation], or
its successor in interest.
Servicer: [SERVICER], or its successor in interest.
Servicer Advance Date: As to any Distribution Date, the related
Servicer
Remittance Date.
Servicer Remittance Date: With respect to any Distribution Date,
the 10th
day (or if such day is not a Business Day, the next succeeding
Business Day) of
the month in which the related Distribution Date occurs.
Servicer Trigger Event: As defined in Section 7.02 hereof.
Servicer's Assignee: As defined in Section 10.14(a).
Servicing Advances: All customary, reasonable and necessary "out
of
pocket" costs and expenses incurred in the performance of the
Servicer's
servicing obligations hereunder, including, but not limited to,
the cost of (1)
the preservation, inspection, restoration and protection of a
Mortgaged Property
(or Underlying Mortgaged Property, in the case of a Co-op Loan),
including
without limitation advances in respect of real estate taxes and
assessments, (2)
any collection, enforcement or judicial proceedings, including
without
limitation foreclosures, collections and liquidations, (3) the
conservation,
management, sale and liquidation of any REO Property, (4)
executing and
recording instruments of satisfaction, deeds of reconveyance or
Assignments of
Mortgage to the extent not otherwise recovered from the related
Mortgages or
payable under this Agreement, (5) correcting errors of prior
servicers; costs
and expenses charged to the Servicer by the Trustee or
Securities Administrator;
tax tracking; title research; flood certifications; lender paid
mortgage
insurance, (6) obtaining or correcting any legal documentation
required to be
included in the Mortgage Files and reasonably necessary for the
Servicer to
perform its obligations under this Agreement and (7) compliance
with the
obligations under Sections 3.01 and 3.10; provided that such
amounts are
required to be advanced only to the extent such advances
constitute
"unanticipated expenses" within the meaning of Treasury
Regulation Section
1.860G-1(b)(3)(ii).
Servicing Fee: As to each Mortgage Loan and any Distribution
Date, an
amount equal to the product of (x) one-twelfth of the Servicing
Fee Rate and (y)
the Stated Principal Balance of such Mortgage Loan as of the
preceding
Distribution Date or, in the event of any payment of interest
that accompanies a
Principal Prepayment in full made by the Mortgagor, interest at
the Servicing
Fee Rate on the Stated Principal Balance of such Mortgage Loan
as of the
preceding Distribution Date for the period covered by such
payment of interest.
Servicing Fee Rate: ___% for each Mortgage Loan.
Servicing Officer: Any officer of the Servicer involved in, or
responsible
for, the administration and servicing of the Mortgage Loans
whose name appears
on a list of servicing officers furnished to the Master
Servicer, the Securities
Administrator and the Trustee by the Servicer on the Closing
Date pursuant to
this Agreement, as such lists may from time to time be
amended.
Servicing Rights Pledgee: One or more lenders, selected by the
Servicer,
to which the Servicer may pledge and assign all of its right,
title and interest
in, to and under this Agreement (other than rights with respect
to Advances and
Servicing Advances herein), including JPMorgan Chase Bank, N.A.,
as the
representative of certain lenders.
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Servicing Transfer Costs: In the event that the Servicer does
not
reimburse the Master Servicer under this Agreement, all costs
associated with
the transfer of servicing from the predecessor Servicer,
including, without
limitation, any costs or expenses associated with the
termination of the
predecessor servicer, the appointment of a successor servicer,
the complete
transfer of all servicing data and the manipulation, completion
or correction of
such servicing data as may be required by the Master Servicer or
any successor
servicer to correct any errors or insufficiencies in the
servicing data or
otherwise to enable the Master Servicer or successor servicer to
service the
Mortgage Loans properly and effectively.
SFAS 140: Statement of Financial Accounting Standard No. 140,
Accounting
for Transfers and Servicing of Financial Assets and
Extinguishments of
Liabilities dated September 2000, published by the Financial
Accounting
Standards Board of the Financial Accounting Foundation.
Startup Day: As defined in Section 2.07 hereof.
Stated Principal Balance: With respect to any Mortgage Loan or
related REO
Property (1) as of the Cut-off Date, the Cut-off Date Principal
Balance thereof,
and (2) as of any Distribution Date, such Cut-off Date Principal
Balance minus
the sum of (A) the principal portion of the Scheduled Payments
(x) due with
respect to such Mortgage Loan during each Due Period ending
prior to such
Distribution Date and (y) that were received by the Servicer as
of the close of
business on the Determination Date related to such Distribution
Date or with
respect to which Advances were made on the Servicer Advance Date
prior to such
Distribution Date and (B) all Principal Prepayments with respect
to such
Mortgage Loan received on or prior to the last day of the
related Prepayment
Period, and all Liquidation Proceeds to the extent applied by
the Servicer as
recoveries of principal in accordance with Section 3.12 with
respect to such
Mortgage Loan, that were received by the Servicer as of the
close of business on
the last day of the related Due Period. Notwithstanding the
foregoing, the
Stated Principal Balance of a Liquidated Loan shall be deemed to
be zero.
Stepdown Date: The later to occur of (1) the Distribution Date
in November
2008 or (2) the first Distribution Date on which (A) the Class A
Certificate
Principal Balance (reduced by the Principal Funds with respect
to such
Distribution Date) is less than or equal to (B) 66.70% of the
Stated Principal
Balances of the Mortgage Loans as of such Distribution Date.
Stepdown Required Loss Percentage: For any Distribution Date,
the
applicable percentage for such Distribution Date set forth in
the following
table:
<TABLE>
<CAPTION>
DISTRIBUTION DATE OCCURRING IN STEPDOWN REQUIRED LOSS
PERCENTAGE
------------------------------
------------------------------------
<S> <C>
______________________________ ___% with respect to __________,
plus
an additional 1/12th of ___% for each
month thereafter
______________________________ ___% with respect to __________,
plus
an additional 1/12th of ___% for each
month thereafter
______________________________ ___% with respect to _________,
plus
an additional 1/12th of ___% for each
month thereafter
_________ and thereafter ___%
</TABLE>
Stepdown Trigger Event: With respect to the Certificates on or
after the
Stepdown Date, a Distribution Date on which (1) the quotient of
(A) the
aggregate Stated Principal Balance of all Mortgage
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<PAGE>
Loans which are 60 or more days Delinquent measured on a rolling
three month
basis (including, for the purposes of this calculation, Mortgage
Loans in
foreclosure and REO Properties and Mortgage Loans with respect
to which the
applicable Mortgagor is in bankruptcy) and (B) the Stated
Principal Balance of
the Mortgage Loans as of the preceding Servicer Remittance Date,
equals or
exceeds the product of (i) _____% and (ii) the Required
Percentage or (2) the
quotient (expressed as a percentage) of (A) the aggregate
Realized Losses
incurred from the Cut-off Date through the last day of the
calendar month
preceding such Distribution Date and (B) the aggregate principal
balance of the
Mortgage Loans as of the Cut-off Date exceeds the Stepdown
Required Loss
Percentage.
Subordinate Certificates: Each Class of the Class M and Class
B
Certificates.
Subsequent Recovery: Any amount received on a Mortgage Loan (net
of
amounts reimbursed to the Servicer related to such Mortgage
Loan) subsequent to
such Mortgage Loan being determined to be a Liquidated Mortgage
Loan.
Subservicing Agreement: As defined in Section 3.02(a).
Substitution Adjustment Amount: The meaning ascribed to such
term pursuant
to Section 2.03(c).
Tax Matters Person: The Person designated as "tax matters
person" in the
manner provided under Treasury regulation Section 1.860F-4(d)
and Treasury
regulation Section 301.6231(a)(7)-1.
Transfer: Any direct or indirect transfer or sale of any
Ownership
Interest in a Certificate.
Transfer Agreement: The Master Mortgage Loan Purchase and
Interim
Servicing Agreement dated as of ___________, between Merrill
Lynch Mortgage
Lending, Inc., as purchaser and
[TRANSFEROR], as seller and interim servicer, as supplemented by
the Bring
Down Letter.
Transferor: [TRANSFEROR].
Transferor Affirmation Notice: A notice from Fitch to the
Depositor or the
Seller that the ratings of the Certificates will not be
negatively impacted by
the removal of the Seller's obligation to honor the Transferor's
representations
and warranties, a copy of which notice shall be provided by
either the Seller or
the Depositor to the Securities Administrator and the
Trustee.
Trust Fund: The corpus of the trust (the "[TRUST NAME], Series
[_____]")
created hereunder consisting of (i) the Mortgage Loans and all
interest and
principal received on or with respect thereto on and after the
Cut-off Date to
the extent not applied in computing the Cut-off Date Principal
Balance thereof,
exclusive of interest not required to be deposited in the
Collection Account;
(ii) the Collection Account, the Certificate Account and all
amounts deposited
therein pursuant to the applicable provisions of this Agreement;
(iii) property
that secured a Mortgage Loan and has been acquired by
foreclosure, deed in lieu
of foreclosure or otherwise; (iv) the mortgagee's rights under
the Insurance
Policies with respect to the Mortgage Loans; (v) all proceeds of
the conversion,
voluntary or involuntary, of any of the foregoing into cash or
other liquid
property; and (vi) the Cap Contracts and Cap Contract
Account.
Trustee: [TRUSTEE], not in its individual capacity, but solely
in its
capacity as trustee for the benefit of the Certificateholders
under this
Agreement, and any successor thereto, and any corporation or
national banking
association resulting from or surviving any consolidation or
merger to which it
or its successors may be a party and any successor trustee as
may from time to
time be serving as successor trustee hereunder.
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Uncertificated Class C Interest: An uncertificated interest
having (i) the
same rights to payments as the Class C Certificates, other than
the rights to
payments of amounts with respect to the Cap Contracts, and (ii)
the rights to
the payments treated as distributed to the Class C Certificates
under Section
2.07(d), provided, however, that such interest shall have no
obligation to make
any payments treated as paid by the Class C Certificates
pursuant to interest
rate cap agreements under Section 2.07(d).
Underlying Mortgaged Property: With respect to each Co-op Loan,
the
underlying real property owned by the related residential
cooperative housing
corporation.
Unpaid Realized Loss Amount: The Class M-1 Unpaid Realized Loss
Amount,
Class M-2 Unpaid Realized Loss Amount, Class M-3 Unpaid Realized
Loss Amount,
Class M-4 Unpaid Realized Loss Amount, Class M-5 Unpaid Realized
Loss Amount,
Class M-6 Unpaid Realized Loss Amount, Class B-1 Unpaid Realized
Loss Amount,
Class B-2 Unpaid Realized Loss Amount, Class B-3 Unpaid Realized
Loss Amount,
Class B-4 Unpaid Realized Loss Amount and Class C Unpaid
Realized Loss Amount,
collectively.
Upper Collar: Any of the Class A-1 Upper Collar, the Class A-2
Upper
Collar, the Class A-3/Class M Upper Collar or the Class B Upper
Collar.
Upper Tier REMIC: As described in the Preliminary Statement and
Section
2.07.
USAP Report: A report in compliance with the Uniform Single
Attestation
Program for Mortgage Bankers delivered in accordance with
Section 3.18.
Voting Rights: The portion of the voting rights of all the
Certificates
that is allocated to any of the Certificates for purposes of the
voting
provisions hereunder. Voting Rights allocated to each Class of
Certificates
shall be allocated as follows: (1) 98% to the Class A, Class M
and Class B
Certificates, with the allocation among such Certificates to be
in proportion to
the Certificate Principal Balance of each Class relative to the
Certificate
Principal Balance of all other Classes and (2) each Class of the
Class C and
Class P will be allocated 1% of the Voting Rights. Voting Rights
will be
allocated among the Certificates of each such Class in
accordance with their
respective Percentage Interests.
Weighted Average Available Funds Cap: With respect to a
Distribution Date,
the per annum rate equal to the weighted average (weighted in
proportion to the
results of subtracting the current Certificate Principal Balance
of the Class
A-1 and Class R Certificates, in the case of Group One, or the
Class A-2
Certificates, in the case of Group Two, from the aggregate
Stated Principal
Balance of the Mortgage Loans in each Mortgage Group as of the
immediately
preceding Distribution Date (or, in the case of the first
Distribution Date, as
of the Cut-off Date)) of the Class A-1 Available Funds Cap and
the Class A-2
Available Funds Cap.
Weighted Average Maximum Rate Cap: With respect to a
Distribution Date,
the per annum rate equal to the weighted average (weighted in
proportion to the
results of subtracting from the aggregate Stated Principal
Balance of the
Mortgage Loans in each Mortgage Group as of the immediately
preceding
Distribution Date (or, in the case of the first Distribution
Date, as of the
Cut-off Date) the current Certificate Principal Balance of the
Class A-1 and
Class R Certificates, in the case of Group One, or the Class A-2
Certificates,
in the case of Group Two) of the Class A-1 Maximum Rate Cap and
the Class A-2
Maximum Rate Cap.
ARTICLE II
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CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
Section 2.01. Conveyance of Mortgage Loans.
The Depositor, concurrently with the execution and delivery
hereof, does
hereby sell, transfer, assign, set over and convey to the
Trustee without
recourse all the right, title and interest of the Depositor in
and to the assets
of the Trust Fund. Such assignment includes all interest and
principal received
on or with respect to the Mortgage Loans, on or after the
Cut-off Date (other
than Scheduled Payments due on the Mortgage Loans on or before
the Cut-off
Date).
It is agreed and understood by the Depositor, the Master
Servicer, the
Servicer, the Securities Administrator and the Trustee that it
is not intended
that any Mortgage Loan be included in the Trust that is, without
limitation, a
"High-Cost Home Loan" as defined by the Home Ownership and
Equity Protection Act
of 1994 or any other applicable anti-predatory lending laws,
including but not
limited to (i) a "High-Cost Home Loan" as defined in the New
Jersey Home
Ownership Act effective November 27, 2003; (ii) a "High-Cost
Home Loan" as
defined in the New Mexico Home Loan Protection Act effective
January 1, 2004; or
(iii) a "High-Cost Home Loan" as defined in the Massachusetts
Predatory Home
Loan Practices Act effective November 7, 2004; (iv) a "High-Cost
Home Loan" as
defined by the Indiana High Cost Home Loan Law effective January
1, 2005 or (v)
a "High-Cost Home Loan" as defined by the Illinois High-Risk
Home Loan Act
effective January 1, 2004.
(i) In connection with such assignment, the Depositor does
hereby deliver
to, and deposit with, the Trustee or its Custodian, the
following documents or
instruments with respect to each Mortgage Loan so assigned that
is not a Co-op
Loan:
(A) The original Mortgage Note endorsed in blank or, "Pay to
the
order of [TRUSTEE], as trustee, without recourse" together with
all riders
thereto. The Mortgage Note shall include all intervening
endorsements
showing a complete chain of the title from the originator to
[____________________];
(B) Except as provided below and for each Mortgage Loan that is
not
a MERS Loan, the original recorded Mortgage with all riders
thereto, with
evidence of recording thereon, or, if the original Mortgage has
not yet
been returned from the recording office, a copy of the original
Mortgage
certified by the Transferor to be true copy of the original of
the
Mortgage that has been delivered for recording in the
appropriate
recording office of the jurisdiction in which the Mortgaged
Property is
located and in the case of each MERS Loan, the original
Mortgage, noting
the presence of the MIN of the Loan and either language
indicating that
the Mortgage Loan is a MOM Loan or if the Mortgage Loan was not
a MOM Loan
at origination, the original Mortgage and the assignment thereof
to MERS,
with evidence of recording indicated thereon, or a copy of the
Mortgage
certified by the public recording office in which such Mortgage
has been
recorded;
(C) In the case of each Mortgage Loan that is not a MERS Loan,
the
original Assignment of each Mortgage endorsed either in blank
or, to
"[TRUSTEE], as trustee;"
(D) The original policy of title insurance (or a preliminary
title
report, commitment or binder if the original title insurance
policy has
not been received from the title insurance company);
(E) Originals of any intervening assignments of the Mortgage,
with
evidence of recording thereon or, if the original intervening
assignment
has not yet been returned from the
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<PAGE>
recording office, a copy of such assignment certified to be a
true copy of
the original of the assignment which has been sent for recording
in the
appropriate jurisdiction in which the Mortgaged Property is
located; and
(F) Originals of all assumption and modification agreements, if
any.
(ii) In connection with such assignment, the Depositor does
hereby deliver
to, and deposit with, the Trustee the following documents or
instruments with
respect to each Mortgage Loan so assigned that is a Co-op
Loan:
(A) (i) The original Mortgage Note (or a lost note affidavit
(including a copy of the original Mortgage Note)) or (ii)
original
consolidation, extension and modification agreement (or a lost
note
affidavit (including a copy of the original consolidation,
extension and
modification agreement)), in either case endorsed either in
blank or, "Pay
to the order of [TRUSTEE] as trustee, without recourse;"
(B) The original Mortgage entered into by the Mortgagor with
respect
to such Co-Op Loan;
(C) The original Assignment of Mortgage endorsed either in blank
or
to "[TRUSTEE], as trustee;"
(D) Original assignments of Mortgage showing a complete chain
of
assignment from the originator of the related Co-Op Loan to the
last
endorsee on the Mortgage Note;
(E) Original Form UCC-1 and any continuation statements with
evidence of filing thereon entered into by the Mortgagor with
respect to
such Co-Op Loan (or a recorded copy thereof);
(F) Form UCC-3 (or copy thereof) by the Transferor or its
agent
assigning the security interest covered by such Form UCC-1 to
"[TRUSTEE],
as trustee," together with all Forms UCC-3 (or copies thereof)
showing a
complete chain of assignment from the originator of the related
Co-op Loan
to the Transferor, with evidence of recording thereon;
(G) Original stock certificate representing the stock allocated
to
the related dwelling unit in the related residential cooperative
housing
corporation and pledged by the related Mortgagor to the
originator of such
Co-op Loan with a stock power in blank attached;
(H) Original proprietary lease;
(I) Original assignment of proprietary lease or a copy thereof,
to
the Trustee or in blank, and all intervening assignments
thereof;
(J) Original recognition agreement or a copy thereof of the
interests of the mortgagee with respect to the Co-op Loan by
the
residential cooperative housing corporation, the stock of which
was
pledged by the related Mortgagor to the originator of such Co-op
Loan; and
(K) Originals of any assumption, consolidation or
modification
agreements relating to any of the items specified in (A) through
(F) above
with respect to such Co-op Loan.
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If in connection with any Mortgage Loan that is not a Co-op
Loan, the
Depositor cannot deliver the Mortgage, Assignments of Mortgage
or assumption,
consolidation or modification, as the case may be, with evidence
of recording
thereon, if applicable, concurrently with the execution and
delivery of this
Agreement solely because of a delay caused by the public
recording office where
such Mortgage, Assignments of Mortgage or assumption,
consolidation or
modification, as the case may be, has been delivered for
recordation, the
Depositor shall deliver or cause to be delivered to the Trustee
written notice
stating that such Mortgage or assumption, consolidation or
modification, as the
case may be, has been delivered to the appropriate public
recording office for
recordation. Thereafter, the Depositor shall deliver or cause to
be delivered to
the Trustee such Mortgage, Assignments of Mortgage or
assumption, consolidation
or modification, as the case may be, with evidence of recording
indicated
thereon, if applicable, upon receipt thereof from the public
recording office.
To the extent any required endorsement is not contained on a
Mortgage Note or an
Assignment of Mortgage, the Depositor shall make or cause such
endorsement to be
made.
With respect to any Mortgage Loan that is not a Co-op Loan, none
of the
Depositor, the Master Servicer, the Servicer, the Securities
Administrator or
the Trustee shall be obligated to cause to be recorded the
Assignment of
Mortgage referred to in this Section 2.01. With respect to any
Co-op Loan, none
of the Depositor, the Servicer or the Trustee shall be obligated
to cause to be
filed the Form UCC-3 referred to in this Section 2.01. In the
event that any
Assignment of Mortgage referred to in this Section 2.01 is not
recorded or is
improperly recorded, the Servicer and the Trustee shall have no
liability for
any failure to receive or act on notices related to such
Assignment of Mortgage.
The ownership of each Mortgage Note, the Mortgage and the
contents of the
related Mortgage File is vested in the Trustee on behalf of
the
Certificateholders. None of the Depositor, the Master Servicer,
the Servicer or
the Securities Administrator shall take any action inconsistent
with such
ownership and shall not claim any ownership interest therein.
The Depositor, the
Master Servicer, the Servicer and Securities Administrator shall
respond to any
third party inquiries with respect to ownership of the Mortgage
Loans by stating
that such ownership is held by the Trustee on behalf of the
Certificateholders.
Mortgage documents relating to the Mortgage Loans not delivered
to the Trustee
are and shall be held in trust by the Servicer, for the benefit
of the Trustee
as the owner thereof, and the Servicer's possession of the
contents of each
Mortgage File so retained is for the sole purpose of servicing
the related
Mortgage Loan, and such retention and possession by the Servicer
is in a
custodial capacity only. The Depositor agrees to take no action
inconsistent
with the Trustee's ownership of the Mortgage Loans, to promptly
indicate to all
inquiring parties that the Mortgage Loans have been sold and to
claim no
ownership interest in the Mortgage Loans.
It is the intention of this Agreement that the conveyance of
the
Depositor's right, title and interest in and to the Trust Fund
pursuant to this
Agreement shall constitute a purchase and sale and not a loan.
If a conveyance
of Mortgage Loans from the Seller to the Depositor is
characterized as a pledge
and not a sale, then the Depositor shall be deemed to have
transferred to the
Trustee all of the Depositor's right, title and interest in, to
and under the
obligations of the Seller deemed to be secured by said pledge;
and it is the
intention of this Agreement that the Depositor shall also be
deemed to have
granted to the Trustee a first priority security interest in all
of the
Depositor's right, title, and interest in, to and under the
obligations of the
Seller to the Depositor deemed to be secured by said pledge and
that the Trustee
shall be deemed to be an independent custodian for purposes of
perfection of the
security interest granted to the Depositor. If the conveyance of
the Mortgage
Loans from the Depositor to the Trustee is characterized as a
pledge, it is the
intention of this Agreement that this Agreement shall constitute
a security
agreement under applicable law, and that the Depositor shall be
deemed to have
granted to the Trustee a first priority security interest in all
of the
Depositor's right, title and interest in, to and under the
Mortgage Loans, all
payments of principal of or interest on such Mortgage Loans, all
other rights
relating to and payments made in respect of the Trust Fund, and
all proceeds of
any thereof. If the trust created by this Agreement terminates
prior
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to the satisfaction of the claims of any Person in any
Certificates, the
security interest created hereby shall continue in full force
and effect and the
Trustee shall be deemed to be the collateral agent for the
benefit of such
Person.
In addition to the conveyance made in the first paragraph of
this Section
2.01, the Depositor does hereby convey, assign and set over to
the Trustee for
the benefit of the Certificateholders its rights and interests
under the Sale
Agreement, including the Depositor's right, title and interest
in the
representations and warranties contained in the Sale Agreement,
the rights in
the Transfer Agreement described therein and the benefit of the
repurchase
obligations and the obligation of the Seller contained in the
Sale Agreement to
take, at the request of the Depositor or the Trustee, all action
on its part
which is reasonably necessary to ensure the enforceability of a
Mortgage Loan.
The Trustee hereby accepts such assignment, and shall be
entitled to exercise
all rights of the Depositor under the Sale Agreement as if, for
such purpose, it
were the Depositor. The foregoing sale, transfer, assignment,
set-over, deposit
and conveyance does not and is not intended to result in
creation or assumption
by the Trustee of any obligation of the Depositor, the Seller,
or any other
Person in connection with the Mortgage Loans or any other
agreement or
instrument relating thereto except as specifically set forth
herein.
Section 2.02. Acceptance by the Trustee of the Mortgage
Loans.
Except as set forth in the Exception Report delivered
contemporaneously
herewith (the "Exception Report"), the Trustee acknowledges
receipt of the
Mortgage Note for each Mortgage Loan and delivery of a Mortgage
File (but does
not acknowledge receipt of all documents required to be included
in such
Mortgage File) with respect to each Mortgage Loan and declares
that it holds and
will hold such documents and any other documents constituting a
part of the
Mortgage Files delivered to it in trust for the use and benefit
of all present
and future Certificateholders. The Depositor will cause the
Seller to repurchase
any Mortgage Loan to which a material exception was taken in the
Exception
Report unless such exception is cured to the satisfaction of the
Trustee within
45 Business Days of the Closing Date.
The Trustee acknowledges receipt of the four Cap Contracts
(forms of which
are attached hereto as Exhibits N-1, N-2, N-3 and N-4), the
Transfer Agreement,
the Bring Down Letter and the Sale Agreement.
The Trustee agrees, for the benefit of Certificateholders and
the NIMs
Insurer, to review or cause its Custodian to review each
Mortgage File delivered
to it within 60 days after the Closing Date to ascertain and to
certify, within
70 days of the Closing Date, to the NIMs Insurer, the Depositor,
the Master
Servicer and the Servicer that all documents required by Section
2.01 have been
executed and received, and that such documents relate to the
Mortgage Loans
identified in Exhibit B that have been conveyed to it. If the
Trustee finds any
document or documents constituting a part of a Mortgage File to
be missing or
defective (that is, mutilated, damaged, defaced or unexecuted)
in any material
respect, the Trustee shall promptly (and in any event within no
more than five
Business Days) after such finding so notify the NIMs Insurer,
the Servicer, the
Master Servicer, the Seller and the Depositor. In addition, the
Trustee shall
also notify the NIMs Insurer, the Master Servicer, the Servicer,
the Seller and
the Depositor if the original Mortgage with evidence of
recording thereon with
respect to a Mortgage Loan is not received within 70 days of the
Closing Date;
if it has not been received because of a delay caused by the
public recording
office where such Mortgage has been delivered for recordation,
the Depositor
shall deliver or cause to be delivered to the Trustee written
notice stating
that such Mortgage has been delivered to the appropriate public
recording office
for recordation and thereafter the Depositor shall deliver or
cause to be
delivered such Mortgage with evidence of recording thereon upon
receipt thereof
from the public recording office. The Trustee shall request that
the Seller
correct or cure such omission, defect or other irregularity, or
substitute a
Mortgage Loan pursuant to the provisions of Section 2.03,
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within 90 days from the date the Seller was notified of such
omission or defect
and, if the Seller does not correct or cure such omission or
defect within such
period, that the Seller purchase such Mortgage Loan from the
Trust Fund within
90 days from the date the Trustee notified the Seller of such
omission, defect
or other irregularity at the Purchase Price of such Mortgage
Loan. The Purchase
Price for any Mortgage Loan purchased pursuant to this Section
2.02 shall be
paid to the Servicer and deposited by the Servicer in the
Certificate Account or
Collection Account, as appropriate, promptly upon receipt, and,
upon receipt by
the Trustee of written notification of such deposit signed by a
Servicing
Officer, the Trustee, upon receipt of a Request for Release,
shall promptly
release to the Seller the related Mortgage File and the Trustee
shall execute
and deliver such instruments of transfer or assignment, without
recourse, as
shall be requested by the Seller and necessary to vest in the
Seller or its
designee, as the case may be, any Mortgage Loan released
pursuant hereto, and
the Trustee shall have no further responsibility with regard to
such Mortgage
Loan. It is understood and agreed that the obligation of the
Seller to purchase,
cure or substitute any Mortgage Loan as to which a material
defect in or
omission of a constituent document exists shall constitute the
sole remedy
respecting such defect or omission available to the Trustee on
behalf of
Certificateholders and the NIMs Insurer. The preceding sentence
shall not,
however, limit any remedies available to the Certificateholders,
the NIMs
Insurer, the Depositor or the Trustee pursuant to the Sale
Agreement, the
Transfer Agreement and the Bring Down Letter. The Trustee shall
be under no duty
or obligation to inspect, review and examine such documents,
instruments,
certificates or other papers to determine that they are genuine,
enforceable,
recordable or appropriate to the represented purpose, or that
they have actually
been recorded, or that they are other than what they purport to
be on their
face. The Servicer, the Master Servicer, the Securities
Administrator and the
Trustee shall keep confidential the name of each Mortgagor
except as required by
this Agreement and the Servicer, the Master Servicer, the
Securities
Administrator and the Trustee shall not solicit any such
Mortgagor for the
purpose of refinancing the related Mortgage Loan;
notwithstanding anything
herein to the contrary, the foregoing shall not be construed to
prohibit (i)
disclosure of any and all information that is or becomes
publicly known, or
information obtained by the Trustee, the Servicer, the Master
Servicer or the
Securities Administrator from sources other than the other
parties hereto, (ii)
disclosure of any and all information (A) if required by any
applicable law,
rule or regulation, (B) to any government agency or regulatory
body having or
claiming authority to regulate or oversee any aspects of the
Trustee's business
or that of its affiliates, (C) pursuant to any subpoena, civil
investigation
demand or similar demand or request of any court, regulatory
authority,
arbitrator or arbitration to which Trustee or any affiliate or
an officer,
director, employer or shareholder thereof is a party or (D) to
any affiliate,
independent or internal auditor, agent, employee or attorney of
the Trustee, the
Servicer, the Master Servicer or the Securities Administrator
having a need to
know the same, provided that the Trustee, the Servicer, the
Master Servicer or
the Securities Administrator, as applicable, advises such
recipient of the
confidential nature of the information being disclosed, or (iii)
any other
disclosure authorized by the Depositor. It is understood and
agreed that all
rights and benefits relating to the solicitation of any
Mortgagors and the
attendant rights, title and interest in and to the list of
Mortgagors and data
relating to their Mortgages shall be retained by the
Servicer.
Within 70 days of the Closing Date, the Trustee (or its
custodian) shall
deliver to the NIMs Insurer, the Depositor, the Master Servicer
and the Servicer
the Trustee's Certification, substantially in the form of
Exhibit D attached
hereto, evidencing the completeness of the Mortgage Files, with
any exceptions
noted thereto.
Section 2.03. Representations, Warranties and Covenants of the
Depositor.
(a) The Depositor hereby represents and warrants to the
Servicer,
the Master Servicer, the Securities Administrator, the NIMs
Insurer and the
Trustee as follows, as of the date hereof:
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(i) The Depositor is duly organized and is validly existing as
a
corporation in good standing under the laws of the State of
Delaware and
has full power and authority (corporate and other) necessary to
own or
hold its properties and to conduct its business as now conducted
by it and
to enter into and perform its obligations under this Agreement
and the
Sale Agreement.
(ii) The Depositor has the full corporate power and authority
to
execute, deliver and perform, and to enter into and consummate
the
transactions contemplated by, this Agreement and the Sale
Agreement and
has duly authorized, by all necessary corporate action on its
part, the
execution, delivery and performance of this Agreement and the
Sale
Agreement; and this Agreement and the Sale Agreement, assuming
the due
authorization, execution and delivery hereof by the other
parties hereto,
constitutes a legal, valid and binding obligation of the
Depositor,
enforceable against the Depositor in accordance with its terms,
subject,
as to enforceability, to (i) bankruptcy, insolvency,
reorganization,
moratorium and other similar laws affecting creditors' rights
generally
and (ii) general principles of equity, regardless of whether
enforcement
is sought in a proceeding in equity or at law.
(iii) The execution and delivery of this Agreement and the
Sale
Agreement by the Depositor, the consummation of the
transactions
contemplated by this Agreement and the Sale Agreement, and the
fulfillment
of or compliance with the terms hereof are in the ordinary
course of
business of the Depositor and will not (A) result in a material
breach of
any term or provision of the charter or by-laws of the Depositor
or (B)
materially conflict with, result in a violation or acceleration
of, or
result in a material default under, the terms of any other
material
agreement or instrument to which the Depositor is a party or by
which it
may be bound or (C) constitute a material violation of any
statute, order
or regulation applicable to the Depositor of any court,
regulatory body,
administrative agency or governmental body having jurisdiction
over the
Depositor; and the Depositor is not in breach or violation of
any material
indenture or other material agreement or instrument, or in
violation of
any statute, order or regulation of any court, regulatory
body,
administrative agency or governmental body having jurisdiction
over it
which breach or violation may materially impair the Depositor's
ability to
perform or meet any of its obligations under this Agreement.
(iv) No litigation is pending, or, to the best of the
Depositor's
knowledge, threatened, against the Depositor that would
materially and
adversely affect the execution, delivery or enforceability of
this
Agreement and the Sale Agreement or the ability of the Depositor
to
perform its obligations under this Agreement and the Sale
Agreement in
accordance with the terms hereof.
(v) No consent, approval, authorization or order of any court
or
governmental agency or body is required for the execution,
delivery and
performance by the Depositor of, or compliance by the Depositor
with, this
Agreement and the Sale Agreement or the consummation of the
transactions
contemplated hereby, or if any such consent, approval,
authorization or
order is required, the Depositor has obtained the same. The
Depositor
hereby represents and warrants to the Trustee with respect to
each
Mortgage Loan as of the Closing Date and following the transfer
of the
Mortgage Loans to it by the Seller, the Depositor had good title
to the
Mortgage Loans and the Mortgage Notes were subject to no
offsets, claims,
liens, mortgage, pledge, charge, security interest, defenses
or
counterclaims.
(b) The representations and warranties of the Transferor
with
respect to the Mortgage Loans contained in the Transfer
Agreement were made as
of the date of the Transfer Agreement and brought forward to the
Closing Date
pursuant to the Bring Down Letter. The representations and
warranties of the
Transferor with respect to the Mortgage Loans contained in
the
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Bring Down Letter were made as of the Closing Date. The
representations and
warranties of the Seller with respect to the Mortgage Loans
contained in the
Sale Agreement were made as of the Closing Date.
To the extent that any fact, condition or event with respect to
a Mortgage
Loan constitutes a breach of a representation or warranty of the
Transferor
under the Transfer Agreement (whether or not such fact,
condition or event would
also constitute a breach of a representation or warranty of the
Seller under the
Sale Agreement), the only rights or remedies of the Trustee, the
NIMs Insurer or
of any Certificateholder shall be first, the Trustee's right to
enforce the
obligations of the Transferor under such applicable
representation or warranty
made by it and, second, only if the Transferor is unable or
unwilling to fulfill
its obligations to cure or repurchase such Mortgage Loan, the
Trustee shall
exercise its right to enforce any rights it may have against the
Seller under
the Sale Agreement with respect to such representation or
warranty; provided,
that in the event the Trustee shall have received a copy of any
Transferor
Affirmation Notice, the Trustee shall only be entitled to
enforce any rights it
has against the Transferor under the Transfer Agreement and
shall not have any
rights against the Seller under the Sale Agreement with respect
to such
representation or warranty. To the extent that any fact,
condition or event with
respect to a Mortgage Loan constitutes a breach of a
representation or warranty
made by the Seller in the Sale Agreement that does not also
constitute a breach
of a representation or warranty of the Transferor under the
Transfer Agreement,
the Trustee shall enforce any rights it may have against the
Seller under the
Sale Agreement. In furtherance of the above, the Seller
expressly acknowledges
that prior to the issuance of a Transferor Affirmation Notice,
it shall be
obligated and liable to the Trustee, the NIMs Insurer and the
Certificateholders
for any breach of a representation or warranty made under the
Transfer
Agreement, but only after the Transferor evidences that it is
unwilling or
unable to fulfill its contractual obligations under the Transfer
Agreement. The
Trustee acknowledges that the Depositor shall have no obligation
or liability
with respect to any breach of any representation or warranty
with respect to the
Mortgage Loans (except as set forth in Section 2.03(a)(v)) under
any
circumstances.
In addition to the representations and warranties of the
Transferor in the
Transfer Agreement that were brought forward to the Closing Date
pursuant to the
Bring Down Letter, with respect to each Mortgage Loan, the
Transferor made
certain additional covenants regarding such Mortgage Loan, as
set forth in the
Transfer Agreement. With respect to any breach of such
additional covenants that
materially and adversely affects the interests of the
Certificateholders in such
Mortgage Loan, the Seller shall (1) use reasonable efforts to
enforce such
covenant against the Transferor and (2) if the Seller
successfully enforces any
obligation of the Transferor to repurchase such Mortgage Loan,
the Seller shall
repurchase such Mortgage Loan in accordance with this Section
2.03. If the
Seller does not successfully enforce the obligation, if any, of
the Transferor
to repurchase a Mortgage Loan with respect to any breach of any
such additional
covenants, the Seller shall have no obligation or right to
repurchase or cure
such Mortgage Loan.
(c) Upon discovery by any of the Depositor, the Master Servicer,
the
Securities Administrator, the Servicer, the NIMs Insurer or the
Trustee of a
breach of any of such representations and warranties that
adversely and
materially affects the value of the related Mortgage Loan,
Prepayment Charges or
the interests of the Certificateholders, the party discovering
such breach shall
give prompt written notice to the other parties. Within 90 days
of the discovery
of such breach of any representation or warranty, the Transferor
or the Seller,
as applicable, shall either (a) cure such breach in all material
respects, (b)
repurchase such Mortgage Loan or any property acquired in
respect thereof from
the Trustee at the Purchase Price or (c) within the two year
period following
the Closing Date, substitute a Replacement Mortgage Loan for the
affected
Mortgage Loan. In the event of discovery of a breach of any
representation and
warranty of the Transferor or the Seller, the Trustee shall
enforce its rights
under the Transfer Agreement or the Sale Agreement for the
benefit of
Certificateholders and the NIMs Insurer. If a breach of the
representations and
warranties set forth in the Transfer Agreement exists solely due
to the
unenforceability of a Prepayment Charge, the Trustee shall
notify the NIMs
Insurer
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thereof and not seek to enforce the repurchase remedy provided
for herein unless
directed in writing to do so by the NIMs Insurer. In the event
of a breach of
the representations and warranties with respect to the Mortgage
Loans set forth
in the Transfer Agreement, the Trustee shall, at the request of
the NIMs
Insurer, enforce the right of the Trust Fund and the NIMs
Insurer to be
indemnified for such breach of representation and warranty. In
the event that
such breach relates solely to the unenforceability of a
Prepayment Charge,
amounts received in respect of such indemnity up to the amount
of such
Prepayment Charge shall be distributed pursuant to Section
4.04(b)(i). As
provided in the Sale Agreement, if the Transferor substitutes
for a Mortgage
Loan for which there is a breach of any representations and
warranties in the
Transfer Agreement which adversely and materially affects the
value of such
Mortgage Loan and such substitute mortgage loan is not a
Replacement Mortgage
Loan, under the terms of the Sale Agreement, the Seller will, in
exchange for
such substitute Mortgage Loan, (i) provide the applicable
Purchase Price for the
affected Mortgage Loan or (ii) within two years of the Closing
Date, substitute
such affected Mortgage Loan with a Replacement Mortgage Loan.
Any such
substitution shall not be effected prior to the additional
delivery to the
Trustee of a Request for Release substantially in the form of
Exhibit I and
shall not be effected unless it is within two years of the
Startup Day. As
provided in the Sale Agreement, the Seller indemnifies and holds
the Trust Fund,
the Trustee, the Depositor, the NIMs Insurer, the Master
Servicer, the
Securities Administrator, the Servicer and each
Certificateholder harmless
against any and all taxes, claims, losses, penalties, fines,
forfeitures,
reasonable legal fees and related costs, judgments, and any
other costs, fees
and expenses that the Trust Fund, the Trustee, the Depositor,
the NIMs Insurer,
the Master Servicer, the Securities Administrator, the Servicer
and any
Certificateholder may sustain in connection with any actions of
the Seller
relating to a repurchase of a Mortgage Loan other than in
compliance with the
terms of this Section 2.03 and the Sale Agreement, to the extent
that any such
action causes (i) any federal or state tax to be imposed on the
Trust Fund or
any REMIC provided for herein, including without limitation, any
federal tax
imposed on "prohibited transactions" under Section 860F(a)(1) of
the Code or on
"contributions after the startup day" under Section 860G(d)(1)
of the Code, or
(ii) any REMIC created hereunder to fail to qualify as a REMIC
at any time that
any Certificate is outstanding. In furtherance of the foregoing,
if the Seller
is not a member of MERS and repurchases a Mortgage Loan which is
registered on
the MERS System, the Seller, at its own expense and without any
right of
reimbursement, shall cause MERS to execute and deliver an
assignment of the
Mortgage in recordable form to transfer the Mortgage from MERS
to the Seller and
shall cause such Mortgage to be removed from registration on the
MERS System in
accordance with MERS' rules and regulations.
With respect to any Mortgage Loan repurchased by the Depositor
pursuant to
this Agreement, by the Seller pursuant to the Sale Agreement or
by the
Transferor pursuant to the Transfer Agreement, the principal
portion of the
funds received by the Servicer in respect of such repurchase of
a Mortgage Loan
will be considered a Principal Prepayment and shall be deposited
by the Servicer
in the Collection Account pursuant to Section 3.05 and the
Servicer shall notify
the Securities Administrator of its receipt of the same. The
Trustee, upon
receipt of notice from the Servicer of its receipt of the full
amount of the
Purchase Price for a Deleted Mortgage Loan, or upon receipt of
the Mortgage File
for a Replacement Mortgage Loan substituted for a Deleted
Mortgage Loan, shall
release or cause to be released and reassign to the Depositor,
the Seller or the
Transferor, as applicable, the related Mortgage File for the
Deleted Mortgage
Loan and shall execute and deliver such instruments of transfer
or assignment,
in each case without recourse, representation or warranty, as
shall be necessary
to vest in such party or its designee or assignee title to any
Deleted Mortgage
Loan released pursuant hereto, free and clear of all security
interests, liens
and other encumbrances created by this Agreement, which
instruments shall be
prepared by the Trustee (or its custodian), and neither the
Trustee nor the
Securities Administrator shall not have any further
responsibility with respect
to the Mortgage File relating to such Deleted Mortgage Loan.
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With respect to each Replacement Mortgage Loan to be delivered
to the
Trustee (or its custodian) pursuant to the terms of this Article
II in exchange
for a Deleted Mortgage Loan: (i) the Depositor, the Transferor
or the Seller, as
applicable, must deliver to the Trustee (or its custodian) the
Mortgage File for
the Replacement Mortgage Loan containing the documents set forth
in Section 2.01
along with a written certification certifying as to the delivery
of such
Mortgage File and containing the granting language set forth in
Section 2.01;
and (ii) the Depositor will be deemed to have made, with respect
to such
Replacement Mortgage Loan, each of the representations and
warranties made by it
with respect to the related Deleted Mortgage Loan. The Trustee
(or its
custodian) shall review the Mortgage File with respect to each
Replacement
Mortgage Loan and certify to the NIMs Insurer and the Depositor
that all
documents required by Section 2.01 have been executed and
received.
For any month in which the Seller substitutes one or more
Replacement
Mortgage Loans for one or more Deleted Mortgage Loans, the
Seller will determine
the amount (if any) by which the aggregate principal balance of
all such
Replacement Mortgage Loans as of the date of substitution and
the aggregate
Prepayment Charges with respect to such Replacement Mortgage
Loans is less than
the aggregate Stated Principal Balance (after application of the
principal
portion of the Scheduled Payment due in the month of
substitution) and aggregate
Prepayment Charges of all such Deleted Mortgage Loans. An amount
equal to the
aggregate of the deficiencies described in the preceding
sentence (such amount,
the "Substitution Adjustment Amount") plus an amount equal to
any unreimbursed
costs, penalties and/or damages incurred by the Trust Fund in
connection with
any violation relating to such Deleted Mortgage Loan of any
predatory or abusive
lending law shall be remitted by the Seller to the Servicer for
deposit into the
Collection Account on the Determination Date for the
Distribution Date relating
to the Prepayment Period during which the related Mortgage Loan
became required
to be purchased or replaced hereunder.
Notwithstanding any other provision of this Agreement, the right
to
substitute Mortgage Loans pursuant to this Article II shall be
subject to the
additional limitations that no substitution of a Replacement
Mortgage Loan for a
Deleted Mortgage Loan shall be made unless the Trustee, the NIMs
Insurer and the
Securities Administrator shall each have received an Opinion of
Counsel (at the
expense of the party seeking to make the substitution) that,
under current law,
such substitution will not (A) affect adversely the status of
any REMIC
established hereunder as a REMIC, or of the related "regular
interests" as
"regular interests" in any such REMIC, or (B) cause any such
REMIC to engage in
a "prohibited transaction" or prohibited contribution pursuant
to the REMIC
Provisions.
The Trustee shall cause the Mortgage Loan Schedule to be amended
in
accordance with the terms of this Agreement.
The Seller shall give or cause to be given written notice to
the
Certificateholders and the NIMs Insurer that such substitution
has taken place,
shall amend the Mortgage Loan Schedule to reflect the removal of
such Deleted
Mortgage Loan from the terms of this Agreement and the
substitution of the
Replacement Mortgage Loan or Replacement Mortgage Loans and
shall deliver a copy
of such amended Mortgage Loan Schedule to the NIMs Insurer, the
Servicer, the
Master Servicer and the Trustee. Upon such substitution by the
Seller, such
Replacement Mortgage Loan or Replacement Mortgage Loans shall
constitute part of
the Mortgage Pool and shall be subject in all respects to the
terms of this
Agreement and the Sale Agreement, including all applicable
representations and
warranties thereof included in the Sale Agreement as of the date
of
substitution.
(d) It is understood and agreed that the representations,
warranties
and indemnification (i) set forth in this Section 2.03, (ii) of
the Seller and
the Depositor set forth in the Sale Agreement and assigned to
the Trustee by the
Depositor hereunder and (iii) of the Transferor, assigned by the
Seller to the
Depositor pursuant to the Sale Agreement and assigned to the
Trustee by the
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Depositor hereunder shall each survive delivery of the Mortgage
Files and the
Assignment of Mortgage of each Mortgage Loan to the Trustee and
shall continue
throughout the term of this Agreement.
(e) The Depositor shall deliver a copy of the Mortgage Loan
Schedule
to the Servicer on the Closing Date.
Section 2.04. Representations and Warranties of the Master
Servicer;
Representations and Warranties of the Servicer; Representations
and Warranties
of the Securities Administrator.
(a) The Master Servicer hereby represents and warrants to
the
Depositor, the Servicer and the Trustee as follows, as of the
date hereof:
(i) The Master Servicer is duly organized and is validly
existing as a _________________ and is duly authorized and
qualified to transact
any and all business contemplated by this Agreement to be
conducted by the
Master Servicer.
(ii) The Master Servicer has the power and authority to
master
service each Mortgage Loan, and to execute, deliver and perform,
and to enter
into and consummate, the transactions contemplated by this
Agreement and has
duly authorized by all necessary action on the part of the
Master Servicer the
execution, delivery and performance of this Agreement; and this
Agreement,
assuming the due authorization, execution and delivery hereof by
the other
parties hereto, constitutes a legal, valid and binding
obligation of the Master
Servicer, enforceable against the Master Servicer in accordance
with its terms,
except that (A) the enforceability hereof may be limited by
bankruptcy,
insolvency, moratorium, receivership and other similar laws
relating to
creditors' rights generally and (B) the remedy of specific
performance and
injunctive and other forms of equitable relief may be subject to
equitable
defenses and to the discretion of the court before which any
proceeding
hereunder may be brought.
(iii) The execution and delivery of this Agreement by the
Master Servicer, the master servicing of the Mortgage Loans
under this
Agreement, the consummation of any other of the transactions
contemplated by
this Agreement, and the fulfillment of or compliance with the
terms hereof are
in the ordinary course of business of the Master Servicer and
will not (A)
result in a material breach of any term or provision of the
charter or by-laws
of the Master Servicer or (B) materially conflict with, result
in a material
breach, violation or acceleration of, or result in a material
default under, the
terms of any other material agreement or instrument to which the
Master Servicer
is a party or by which it may be bound, or (C) constitute a
material violation
of any statute, order or regulation applicable to the Master
Servicer of any
court, regulatory body, administrative agency or governmental
body having
jurisdiction over the Master Servicer; and the Master Servicer
is not in breach
or violation of any material indenture or other material
agreement or
instrument, or in violation of any statute, order or regulation
of any court,
regulatory body, administrative agency or governmental body
having jurisdiction
over it which breach or violation may materially impair the
Master Servicer's
ability to perform or meet any of its obligations under this
Agreement.
(iv) The Master Servicer, or an affiliate thereof, is an
approved servicer of mortgage loans for Fannie Mae and for
Freddie Mac.
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened, against the Master Servicer
that would
materially and adversely affect the execution, delivery or
enforceability of
this Agreement or its performance of any of its other
obligations under this
Agreement in accordance with the terms hereof.
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(vi) No consent, approval, authorization or order of any
court
or governmental agency or body is required for the execution,
delivery and
performance by the Master Servicer of, or compliance by the
Master Servicer
with, this Agreement or the consummation of the transactions
contemplated
hereby, or if any such consent, approval, authorization or order
is required,
the Master Servicer has obtained the same.
(b) The Servicer hereby represents and warrants to the
Depositor,
the Master Servicer, the Securities Administrator and the
Trustee as follows, as
of the date hereof:
(i) The Servicer is duly organized and is validly existing
as
a ______________ in good standing under the laws of __________
and is duly
authorized and qualified to transact any and all business
contemplated by this
Agreement to be conducted by the Servicer in any state in which
a Mortgaged
Property (or Underlying Mortgaged Property, in the case of a
Co-op Loan) is
located or is otherwise not required under applicable law to
effect such
qualification and, in any event, is in compliance with the doing
business laws
of any such state, to the extent necessary to ensure its ability
to enforce each
Mortgage Loan, to service the Mortgage Loans in accordance with
the terms of
this Agreement and to perform any of its other obligations under
this Agreement
in accordance with the terms hereof.
(ii) The Servicer has the corporate power and authority to
service each Mortgage Loan, and to execute, deliver and perform,
and to enter
into and consummate the transactions contemplated by this
Agreement and has duly
authorized by all necessary corporate action on the part of the
Servicer the
execution, delivery and performance of this Agreement; and this
Agreement,
assuming the due authorization, execution and delivery hereof by
the other
parties hereto, constitutes a legal, valid and binding
obligation of the
Servicer, enforceable against the Servicer in accordance with
its terms, except
that (a) the enforceability hereof may be limited by bankruptcy,
insolvency,
moratorium, receivership and other similar laws relating to
creditors' rights
generally and (b) the remedy of specific performance and
injunctive and other
forms of equitable relief may be subject to equitable defenses
and to the
discretion of the court before which any proceeding therefor may
be brought.
(iii) The execution and delivery of this Agreement by the
Servicer, the servicing of the Mortgage Loans under this
Agreement, the
consummation of any other of the transactions contemplated by
this Agreement,
and the fulfillment of or compliance with the terms hereof are
in the ordinary
course of business of the Servicer and will not (A) result in a
material breach
of any term or provision of the charter or by-laws of the
Servicer or (B)
materially conflict with, result in a material breach, violation
or acceleration
of, or result in a material default under, the terms of any
other material
agreement or instrument to which the Servicer is a party or by
which it may be
bound, or (C) constitute a material violation of any statute,
order or
regulation applicable to the Servicer of any court, regulatory
body,
administrative agency or governmental body having jurisdiction
over the
Servicer; and the Servicer is not in breach or violation of any
material
indenture or other material agreement or instrument, or in
violation of any
statute, order or regulation of any court, regulatory body,
administrative
agency or governmental body having jurisdiction over it which
breach or
violation may materially impair the Servicer's ability to
perform or meet any of
its obligations under this Agreement.
(iv) The Servicer is an approved servicer of mortgage loans
for Fannie Mae and is an approved servicer of mortgage loans for
Freddie Mac.
(v) No litigation is pending or, to the best of the
Servicer's
knowledge, threatened, against the Servicer that would
materially and adversely
affect the execution, delivery or enforceability of this
Agreement or the
ability of the Servicer to service the Mortgage Loans or to
perform any of its
other obligations under this Agreement in accordance with the
terms hereof.
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(vi) No consent, approval, authorization or order of any
court
or governmental agency or body is required for the execution,
delivery and
performance by the Servicer of, or compliance by the Servicer
with, this
Agreement or the consummation of the transactions contemplated
hereby, or if any
such consent, approval, authorization or order is required, the
Servicer has
obtained the same.
(vii) The Servicer has fully furnished and will fully
furnish
(for the period it serviced the Mortgage Loans), in accordance
with the Fair
Credit Reporting Act and its implementing regulations, accurate
and complete
information (e.g., favorable and unfavorable) on its borrower
credit files to
Equifax, Experian and Trans Union Credit Information Company on
a monthly basis.
(viii) Notwithstanding any state or federal law to the
contrary, the Servicer shall not impose or collect a Prepayment
Charge in any
instance when the mortgage debt is accelerated as the result of
the Mortgagor's
default in making the Mortgage Loan payments.
(c) The Securities Administrator hereby represents and warrants
to
the Depositor, the Master Servicer, the Servicer and the Trustee
as of the date
hereof:
(i) The Securities Administrator is duly organized and is
validly existing as a ______________ and is duly authorized and
qualified to
transact any and all business contemplated by this Agreement to
be conducted by
the Securities Administrator.
(ii) The Securities Administrator has the full corporate
power
and authority to execute, deliver and perform, and to enter into
and consummate,
the transactions contemplated by this Agreement and has duly
authorized by all
necessary corporate action on the part of the Securities
Administrator the
execution, delivery and performance of this Agreement; and this
Agreement,
assuming the due authorization, execution and delivery hereof by
the other
parties hereto, constitutes a legal, valid and binding
obligation of the
Securities Administrator, enforceable against the Securities
Administrator in
accordance with its terms, except that (a) the enforceability
hereof may be
limited by bankruptcy, insolvency, moratorium, receivership and
other similar
laws relating to creditors' rights generally and (b) the remedy
of specific
performance and injunctive and other forms of equitable relief
may be subject to
equitable defenses and to the discretion of the court before
which any
proceeding hereunder may be brought.
(iii) The execution and delivery of this Agreement by the
Securities Administrator, the consummation of any other of the
transactions
contemplated by this Agreement, and the fulfillment of or
compliance with the
terms hereof are in the ordinary course of business of the
Securities
Administrator and will not (A) result in a material breach of
any term or
provision of the charter or by-laws of the Securities
Administrator or (B)
materially conflict with, result in a material breach, violation
or acceleration
of, or result in a material default under, the terms of any
other material
agreement or instrument to which the Securities Administrator is
a party or by
which it may be bound, or (C) constitute a material violation of
any statute,
order or regulation applicable to the Securities Administrator
of any court,
regulatory body, administrative agency or governmental body
having jurisdiction
over the Securities Administrator; and the Securities
Administrator is not in
breach or violation of any material indenture or other material
agreement or
instrument, or in violation of any statute, order or regulation
of any court,
regulatory body, administrative agency or governmental body
having jurisdiction
over it which breach or violation may materially impair the
Securities
Administrator's ability to perform or meet any of its
obligations under this
Agreement.
(iv) No litigation is pending or, to the best of the
Securities Administrator's knowledge, threatened, against the
Securities
Administrator that would materially and adversely affect the
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execution, delivery or enforceability of this Agreement or the
ability of the
Securities Administrator to perform any of its other obligations
under this
Agreement in accordance with the terms hereof.
(v) No consent, approval, authorization or order of any
court
or governmental agency or body is required for the execution,
delivery and
performance by the Securities Administrator of, or compliance by
the Securities
Administrator with, this Agreement or the consummation of the
transactions
contemplated hereby, or if any such consent, approval,
authorization or order is
required, the Securities Administrator has obtained the
same.
Section 2.05. Substitutions and Repurchases of Mortgage Loans
that are not
"Qualified Mortgages."
Upon discovery by the Depositor, the Master Servicer, the
Servicer, the
Securities Administrator or the Trustee that any Mortgage Loan
does not
constitute a "qualified mortgage" within the meaning of section
860G(a)(3) of
the Code, the party discovering such fact shall promptly (and in
any event
within 5 Business Days of discovery) give written notice thereof
to the other
parties. In connection therewith, the Depositor shall, at the
Depositor's
option, either (i) substitute, if the conditions in Section
2.03(c) with respect
to substitutions are satisfied, a Replacement Mortgage Loan for
the affected
Mortgage Loan, or (ii) repurchase the affected Mortgage Loan
within 90 days of
such discovery in the same manner as it would a Mortgage Loan
for a breach of
representation or warranty contained in Section 2.03. The
Trustee, upon the
written request of the Depositor, shall reconvey to the
Depositor the Mortgage
Loan to be released pursuant hereto in the same manner, and on
the same terms
and conditions, as it would a Mortgage Loan repurchased for
breach of a
representation or warranty contained in Section 2.03.
Section 2.06. Authentication and Delivery of Certificates.
The Trustee acknowledges the transfer and assignment to it of
the Trust
Fund and, concurrently with such transfer and assignment, the
Securities
Administrator has caused to be authenticated and delivered to or
upon the order
of the Depositor, in exchange for the Mortgage Loans,
Certificates duly
authenticated by the Securities Administrator in authorized
denominations
evidencing ownership of the entire Trust Fund. The Trustee
agrees to hold the
Trust Fund and exercise the rights referred to above for the
benefit of all
present and future Holders of the Certificates and to perform
its duties set
forth in this Agreement in accordance with the provisions hereof
to the best of
its abilities, to the end that the interests of the Holders may
be adequately
and effectively protected.
Section 2.07. REMIC Elections.
(a) The Depositor hereby instructs and authorizes the Trustee
to
make an appropriate election to treat each of the Upper Tier
REMIC and the Lower
Tier REMIC as a REMIC. The Trustee, upon written direction of
the Securities
Administrator, shall sign the returns providing for such
elections and such
other tax or information returns which are required to be signed
by the Trustee
under applicable law. This Agreement shall be construed so as to
carry out the
intention of the parties that each of the Upper Tier REMIC and
the Lower Tier
REMIC be treated as a REMIC at all times prior to the date on
which the Trust
Fund is terminated.
(b) The Preliminary Statement sets forth the designations
and
"latest possible maturity date" for federal income tax purposes
of all interests
created hereby. The "Startup Day" for purposes of the REMIC
Provisions shall be
the Closing Date. Each REMIC's fiscal year shall be the calendar
year.
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The Lower Tier REMIC shall consist of all of the assets of the
Trust Fund,
other than (i) amounts distributable to the Class P Certificates
pursuant to
Section 4.04(b)(i) hereof, (ii) the interests issued by the
Lower Tier REMIC,
(iii) the grantor trusts described in Section 2.07 hereof and
(iv) each Cap
Contract and the Cap Contract Account. The Lower Tier REMIC
shall issue the
Lower Tier REMIC Regular Interests which shall be designated as
regular
interests of such REMIC and shall issue the Class LTR Interest
that shall be
designated as the sole class of residual interest in the Lower
Tier REMIC. Each
of the Lower Tier REMIC Regular Interests shall have the
characteristics set
forth in its definition.
The assets of the Upper Tier REMIC shall be the Lower Tier REMIC
Regular
Interests. The REMIC Regular Interests shall be designated as
the regular
interests in the Upper Tier REMIC and the Residual Interest
shall be designated
as the sole class of residual interest in the Upper Tier REMIC.
For federal
income tax purposes, (i) the pass-through rate on the REMIC
Regular Interests
represented by the Class A-1 Certificates and on the sole class
of residual
interest in the Upper Tier REMIC shall be subject to a cap equal
to the Class
A-1 Available Funds Cap; (ii) the pass-through rate on the REMIC
Regular
Interests represented by the Class A-2 Certificates shall be
subject to a cap
equal to the Class A-2 Available Funds Cap; and (iii) the
pass-through rate on
the REMIC Regular Interests represented by the Class A-3
Certificates and the
Subordinate Certificates shall be subject to a cap equal to the
Weighted Average
Available Funds Cap.
The beneficial ownership of the Class LTR Interest and the
Residual
Interest shall be represented by the Class R Certificate. The
Class LTR Interest
shall not have a principal balance or bear interest.
(c) The "tax matters person" with respect to the Lower Tier
REMIC
and the Upper Tier REMIC for purposes of the REMIC Provisions
shall be the
beneficial owner of the Class R Certificate; provided, however,
that the Holder
of the Class R Certificate, by its acceptance thereof,
irrevocably appoints the
Securities Administrator as its agent and attorney-in-fact to
act as "tax
matters person" with respect to each such REMIC for purposes of
the REMIC
Provisions. If there is more than one beneficial owner of the
Class R
Certificate, the "tax matters person" shall be the Person with
the greatest
percentage interest in the Class R Certificate and, if there is
more than one
such Person, shall be determined under Treasury regulation
Section 1.860F-4(d)
and Treasury regulation Section 301.6231(a)(7)-1.
(d) It is intended that the rights of each Class of the Class
A,
Class M and Class B Certificates to receive payments in respect
of Excess
Interest shall be treated as a right in interest rate cap
contracts written by
the Class C Certificateholders in favor of the holders of each
Class of the
Class A, Class M and Class B Certificates and such shall be
accounted for as
property held separate and apart from the regular interests in
the Upper Tier
REMIC held by the holders of the Class A (other than the Class R
Certificate),
Class M Certificates, Class B Certificates and the residual
interest in the
Upper Tier REMIC held by the holder of the Class R Certificate.
For information
reporting requirements, the rights of the Class A, Class M and
Class B
Certificates to receive payments in respect of Excess Interest
shall be assumed
to have zero or a de minimis value. This provision is intended
to satisfy the
requirements of Treasury Regulations Section 1.860G-2(i) for the
treatment of
property rights coupled with REMIC interests to be separately
respected and
shall be interpreted consistently with such regulation. On each
Distribution
Date, to the extent that any of the Class A, Class M and Class B
Certificates
receive payments in respect of Excess Interest, such amounts, to
the extent not
derived from payments on the Cap Contracts, will be treated as
distributed by
the Upper Tier REMIC to the Class C Certificates pro rata in
payment of the
amounts specified in Section 4.04(g) and then paid to the
relevant Class of
Certificates pursuant to the related interest rate cap
agreement.
(e) The parties intend that the portion of the Trust Fund
consisting
of the Uncertificated Class C Interest, the Cap Contracts, the
Cap Contract
Account, and the obligation of the
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holders of the Class C Certificates to pay amounts in respect of
Excess Interest
to the holders of the Class A, Class M and Class B Certificates
shall be treated
as a "grantor trust" under the Code, for the benefit of the
holders of the Class
C Certificates, and the provisions hereof shall be interpreted
consistently with
this intention. In furtherance of such intention, the Securities
Administrator
shall (i) furnish or cause to be furnished to the holders of the
Class C
Certificates information regarding their allocable share, if
any, of the income
with respect to such grantor trust, (ii) file or cause to be
filed with the
Internal Revenue Service Form 1041 (together with any necessary
attachments) and
such other forms as may be applicable and (iii) comply with such
information
reporting obligations with respect to payments from such grantor
trust to the
holders of Class A, Class M, Class B and Class C Certificates as
may be
applicable under the Code.
(f) The parties intend that the portion of the Trust Fund
consisting
of the right to receive amounts distributable to the Class P
Certificates
pursuant to Section 4.04(b)(i) hereof shall be treated as a
"grantor trust"
under the Code, for the benefit of the holders of the Class P
Certificates, and
the provisions hereof shall be interpreted consistently with
this intention. In
furtherance of such intention, the Securities Administrator
shall (i) furnish or
cause to be furnished to the holders of the Class P Certificates
information
regarding their allocable share of the income with respect to
such grantor trust
and (ii) file or cause to be filed with the Internal Revenue
Service Form 1041
(together with any necessary attachments) and such other forms
as may be
applicable.
(g) [RESERVED]
(h) All payments of principal and interest at the Net Mortgage
Rate
on each of the Mortgage Loans (other than amounts distributable
to the Class P
Certificates pursuant to Section 4.04(b)(i) hereof) received
from the Mortgage
Loans shall be paid to the Lower Tier REMIC Regular Interests
until the
principal balance of all such interests have been reduced to
zero and any losses
allocated to such interests have been reimbursed. Any excess
amounts shall be
distributed to the Class LTR Interest. On each Distribution
Date, payments and
losses shall be allocated among the Lower Tier REMIC Regular
Interests so that
(i) each of the Lower Tier REMIC I Marker Interests shall have a
principal
balance equal to 25% of the principal balance of the
Corresponding Certificates,
(ii) the Class LTIX Interest has a principal balance equal to
the excess of (x)
50% of the remaining principal balance of the Mortgage Loans
over (y) the
aggregate principal balance of the Lower Tier REMIC I Marker
Interests (if
necessary to reflect an increase in overcollateralization,
accrued and unpaid
interest on the Class LTIX interest may be added to its
principal amount to
achieve this result) and (iii) the aggregate principal amount of
the Class
LTII1A Interest, Class LTII1B Interest, Class LTII2A Interest,
Class LTII2B
Interest and the Class LTIIX Interest shall equal 50% of the
remaining principal
balance of the Mortgage Loans. Distributions and losses
allocated to the Lower
Tier REMIC Regular Interests described in clause (iii) of the
preceding sentence
will be allocated among such Lower Tier REMIC Regular Interests
in the following
manner: (x) such distributions shall be deemed made to such
Lower Tier REMIC
Regular Interests first, so as to keep the principal balance of
the each such
Lower Tier REMIC Regular Interest with "B" at the end of its
designation equal
to 0.05% of the aggregate scheduled principal balance of the
Mortgage Loans in
the related Mortgage Group and second, to such Lower Tier REMIC
Regular
Interests with "A" at the end of its designation so that the
uncertificated
principal balance of each such Lower Tier REMIC Regular Interest
is equal to
0.05% of the excess of (I) the aggregate scheduled principal
balance of the
Mortgage Loans in the related Mortgage Group over (II) the
aggregate principal
balance of Certificate Group One, in the case of the Class
LTII1A Interest, or
Certificate Group Two, in the case of the Class LTII2A Interest
(except that if
0.05% of any such excess is greater than the principal amount of
the related
Lower Tier REMIC II Marker Interest with "A" at the end of its
designation, the
least amount of principal shall be distributed to each Lower
Tier REMIC II
Marker Interest with "A" at the end of its designation such that
the Lower Tier
REMIC Subordinated Balance Ratio is maintained) and finally, any
remaining
distributions of principal to the Class LTIIX
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Interest and (y) such losses shall be allocated among the Lower
Tier REMIC
Regular Interests described in clause (iii) of the preceding
sentence first, so
as to keep the principal balance of the each such Lower Tier
REMIC Regular
Interest with "B" at the end of its designation equal to 0.05%
of the aggregate
scheduled principal balance of the Mortgage Loans in the related
Mortgage Group;
second, to such Lower Tier REMIC Regular Interests with "A" at
the end of its
designation so that the uncertificated principal balance of each
such Lower Tier
REMIC Regular Interest is equal to 0.05% of the excess of (I)
the aggregate
scheduled principal balance of the Mortgage Loans in the related
Mortgage Group
over (II) the aggregate principal balance of Certificate Group
One, in the case
of the Class LTII1A Interest, or Certificate Group Two, in the
case of the Class
LTII2A Interest (except that if 0.05% of any such excess is
greater than the
principal amount of the related Lower Tier REMIC II Marker
Interest with "A" at
the end of its designation, the least amount of losses shall be
allocated to
each Lower REMIC II Marker Interest with "A" at the end of its
designation such
that the Lower Tier REMIC Subordinated Balance Ratio is
maintained) and finally,
any remaining losses to the Class LTIIX Interest.
Notwithstanding the preceding
two sentences, however, losses not allocated to any Class of
Certificates will
not be allocated to any Lower Tier REMIC Regular Interests. All
computations
with respect to the Lower Tier REMIC Regular Interests shall be
taken out to ten
decimal places.
Any available funds remaining in the Lower Tier REMIC on a
Distribution
Date after distributions to the Lower Tier REMIC Regular
Interests shall be
distributed to the Class R Certificates in respect of the Class
LTR Interest.
If on any Distribution Date the Certificate Principal Balance of
any Class
of Certificates is increased pursuant to the last sentence of
the definition of
"Certificate Principal Balance", then there shall be an
equivalent increase in
the principal amounts of the Lower Tier REMIC Regular Interests,
with such
increase allocated (before the making of distributions and the
allocation of
losses on the Lower Tier REMIC Regular Interests on such
Distribution Date)
among the Lower Tier REMIC Regular Interests so that, to the
greatest extent
possible, (i) each of the Lower Tier REMIC I Marker Interests
has a principal
balance equal to 25% of the principal balance of the
Corresponding Certificates,
(ii) the Class LTIX Interest has a principal balance equal to
the excess of (x)
50% of the remaining principal balance of the Mortgage Loans
over (y) the
aggregate principal balance of the Lower Tier REMIC I Marker
Interests and (iii)
the aggregate principal amount of the Lower Tier REMIC II Marker
Interests and
the Class LTIIX Interest shall equal 50% of the remaining
principal balance of
the Mortgage Loans. Allocations in connection with clause (iii)
shall be made so
that, to the greatest extent possible, (a) the principal balance
of each Lower
Tier REMIC II Marker Interest with "B" at the end of its
designation equals
0.05% of the aggregate scheduled principal balance of the
Mortgage Loans in
related Mortgage Group, (b) the principal balance of each Lower
Tier REMI
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