================================================================================
FINANCIAL ASSET SECURITIES CORP.,
Depositor
COUNTRYWIDE HOME LOANS SERVICING LP
Servicer
and
DEUTSCHE BANK NATIONAL TRUST COMPANY,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of May 15, 2005
---------------------------
Soundview Home Loan Trust 2005-DO1
Asset-Backed Certificates, Series 2005-DO1
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<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
<S>
<C>
SECTION 1.01 Defined
Terms......................................................
SECTION 1.02
Accounting.........................................................
SECTION 1.03 Allocation
of Certain Interest Shortfalls..........................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01 Conveyance
of Mortgage Loans.......................................
SECTION 2.02 Acceptance
by Trustee..............................................
SECTION 2.03 Repurchase
or Substitution of Mortgage Loans by the
Originator or the
Seller...........................................
SECTION 2.04
Intentionally
Omitted..............................................
SECTION 2.05
Representations, Warranties and Covenants of the
Servicer..........
SECTION 2.06
Representations and Warranties of the
Depositor....................
SECTION 2.07 Issuance
of Certificates...........................................
SECTION 2.08 Acceptance
of REMIC 1, REMIC 2, REMIC 3 and REMIC 4
by the Trustee; Conveyance of REMIC 1 Regular Interests,
Class C Interest and
Class P Interest; Issuance of
Certificates.......................................................
ARTICLE III
ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS
SECTION 3.01 Servicer
to Act as Servicer........................................
SECTION 3.02
Sub-Servicing Agreements Between Servicer and
Sub-Servicers........
SECTION 3.03 Successor
Sub-Servicers............................................
SECTION 3.04 Liability
of the Servicer..........................................
SECTION 3.05 No
Contractual Relationship Between Sub-Servicers and
the Trustee or
Certificateholders..................................
SECTION 3.06 Assumption
or Termination of Sub-Servicing
Agreements by
Trustee..............................................
SECTION 3.07 Collection
of Certain Mortgage Loan Payments.......................
SECTION 3.08
Sub-Servicing
Accounts.............................................
SECTION 3.09 Collection
of Taxes, Assessments and Similar Items;
Escrow
Accounts....................................................
SECTION 3.10 Collection
Account and Distribution Account........................
SECTION 3.11
Withdrawals from the Collection Account and
Distribution
Account...............................................
SECTION 3.12 Investment
of Funds in the Collection Account......................
SECTION 3.13
[Reserved].........................................................
SECTION 3.14
Maintenance of Hazard Insurance and Errors and Omissions and
Fidelity
Coverage..................................................
SECTION 3.15
Enforcement of Due-On-Sale Clauses; Assumption
Agreements..........
SECTION 3.16
Realization Upon Defaulted Mortgage
Loans..........................
SECTION 3.17 Trustee to
Cooperate; Release of Mortgage Files....................
SECTION 3.18 Servicing
Compensation.............................................
SECTION 3.19 Reports to
the Trustee; Collection Account Statements..............
SECTION 3.20 Statement
as to Compliance.........................................
SECTION 3.21
Independent Public Accountants' Servicing
Report...................
SECTION 3.22 Access to
Certain Documentation; Filing of Reports by Trustee......
SECTION 3.23 Title,
Management and Disposition of REO Property..................
SECTION 3.24
Obligations of the Servicer in Respect of Prepayment
Interest
Shortfalls................................................
SECTION 3.25
[Reserved].........................................................
SECTION 3.26
Obligations of the Servicer in Respect of Mortgage
Rates and Monthly
Payments.........................................
SECTION 3.27
[Reserved].........................................................
SECTION 3.28
[Reserved].........................................................
SECTION 3.29 Advance
Facility...................................................
ARTICLE IV
FLOW OF FUNDS
SECTION 4.01
Distributions......................................................
SECTION 4.02
[Reserved].........................................................
SECTION 4.03
Statements.........................................................
SECTION 4.04 Remittance
Reports; Advances.......................................
SECTION 4.05 Net WAC
Rate Carryover Reserve Account.............................
SECTION 4.06
[Reserved].........................................................
SECTION 4.07
Distributions on the REMIC Regular
Interests.......................
SECTION 4.08 Allocation
of Realized Losses......................................
ARTICLE V
THE CERTIFICATES
SECTION 5.01 The
Certificates...................................................
SECTION 5.02
Registration of Transfer and Exchange of
Certificates..............
SECTION 5.03 Mutilated,
Destroyed, Lost or Stolen Certificates..................
SECTION 5.04 Persons
Deemed Owners..............................................
SECTION 5.05
Appointment of Paying
Agent........................................
ARTICLE VI
THE SERVICER AND THE DEPOSITOR
SECTION 6.01 Liability of the Servicer
and the Depositor........................
SECTION 6.02 Merger or
Consolidation of, or Assumption of the
Obligations of, the Servicer or the
Depositor......................
SECTION 6.03 Limitation
on Liability of the Servicer and Others.................
SECTION 6.04 Servicer
Not to Resign.............................................
SECTION 6.05 Delegation
of Duties...............................................
SECTION 6.06
[Reserved].........................................................
SECTION 6.07
Inspection.........................................................
ARTICLE VII
DEFAULT
SECTION 7.01 Servicer
Events of Termination.....................................
SECTION 7.02 Trustee to
Act; Appointment of Successor...........................
SECTION 7.03 Waiver of
Defaults.................................................
SECTION 7.04 Notification to
Certificateholders.................................
SECTION 7.05
Survivability of Servicer
Liabilities..............................
ARTICLE VIII
THE TRUSTEE
SECTION 8.01 Duties of
Trustee..................................................
SECTION 8.02 Certain
Matters Affecting the Trustee..............................
SECTION 8.03 Trustee
Not Liable for Certificates or Mortgage Loans..............
SECTION 8.04 Trustee
May Own Certificates.......................................
SECTION 8.05 Trustee
Compensation and Expenses..................................
SECTION 8.06
Eligibility Requirements for
Trustee...............................
SECTION 8.07
Resignation or Removal of
Trustee..................................
SECTION 8.08 Successor
Trustee..................................................
SECTION 8.09 Merger or
Consolidation of Trustee.................................
SECTION 8.10
Appointment of Co-Trustee or Separate
Trustee......................
SECTION 8.11 Limitation
of Liability............................................
SECTION 8.12 Trustee
May Enforce Claims Without Possession of Certificates......
SECTION 8.13 Suits for
Enforcement..............................................
SECTION 8.14 Waiver of
Bond Requirement.........................................
SECTION 8.15 Waiver of
Inventory, Accounting and Appraisal Requirement..........
ARTICLE IX
REMIC ADMINISTRATION
SECTION 9.01 REMIC
Administration...............................................
SECTION 9.02 Prohibited
Transactions and Activities.............................
SECTION 9.03
Indemnification with Respect to Certain Taxes and Loss
of REMIC
Status....................................................
ARTICLE X
TERMINATION
SECTION 10.01
Termination........................................................
SECTION 10.02 Additional
Termination Requirements................................
ARTICLE XI
MISCELLANEOUS PROVISIONS
SECTION 11.01
Amendment..........................................................
SECTION 11.02 Recordation of
Agreement; Counterparts.............................
SECTION 11.03 Limitation on
Rights of Certificateholders.........................
SECTION 11.04 Governing Law;
Jurisdiction........................................
SECTION 11.05
Notices............................................................
SECTION 11.06 Severability of
Provisions.........................................
SECTION 11.07 Article and
Section References.....................................
SECTION 11.08 Notice to the
Rating Agencies......................................
SECTION 11.09 Further
Assurances.................................................
SECTION 11.10 Benefits of
Agreement..............................................
SECTION 11.11 Acts of
Certificateholders.........................................
</TABLE>
<PAGE>
EXHIBITS:
Exhibit A-1 Form
of Class I-A1 Certificates
Exhibit A-2 Form
of Class II-A1 Certificates
Exhibit A-3 Form
of Class II-A2 Certificates
Exhibit A-4 Form
of Class II-A3 Certificates
Exhibit A-5 Form
of Class II-A4 Certificates
Exhibit A-6 Form
of Class M-1 Certificates
Exhibit A-7 Form
of Class M-2 Certificates
Exhibit A-8 Form
of Class M-3 Certificates
Exhibit A-9 Form
of Class M-4 Certificates
Exhibit A-10 Form of
Class M-5 Certificates
Exhibit A-11 Form of
Class M-6 Certificates
Exhibit A-12 Form of
Class M-7 Certificates
Exhibit A-13 Form of
Class M-8 Certificates
Exhibit A-14 Form of
Class M-9 Certificates
Exhibit A-15 Form of
Class M-10 Certificates
Exhibit A-16 Form of
Class M-11 Certificates
Exhibit A-17 Form of
Class B-1 Certificates
Exhibit A-18 Form of
Class B-2 Certificates
Exhibit A-19 Form of
Class C Certificates
Exhibit A-20 Form of
Class P Certificates
Exhibit A-21 Form of
Class R Certificates
Exhibit A-22 Form of
Class R-X Certificates
Exhibit B
[Reserved]
Exhibit C
Forms of Assignment Agreements
Exhibit D
Mortgage Loan Schedule
Exhibit E
Request for Release
Exhibit F-1 Form
of Trustee's Initial Certification
Exhibit F-2 Form
of Trustee's Final Certification
Exhibit F-3 Form
of Receipt of Mortgage Note
Exhibit G
[reserved]
Exhibit H
Form of Lost Note Affidavit
Exhibit I
Form of Limited Power of Attorney
Exhibit J
Form of Investment Letter
Exhibit K
Form of Transfer Affidavit for Residual Certificates
Exhibit L
Form of Transferor Certificate
Exhibit M
Form of ERISA Representation Letter
Exhibit N-1 Form
Certification to be Provided by the Depositor with
Form 10-K
Exhibit N-2 Form
Certification to be Provided to the Depositor
by the Trustee
Exhibit N-3 Form
Certification to be Provided to the Depositor
by the Servicer
Exhibit O
Form of Cap Contract
Exhibit P
Form of Annual Statement as to Compliance
Exhibit Q
Form of Addition Notice
Schedule I
Prepayment Charge Schedule
<PAGE>
This Pooling and Servicing Agreement is dated as of May 15,
2005 (the "Agreement"), among FINANCIAL
ASSET SECURITIES CORP., as depositor
(the "Depositor"), COUNTRYWIDE HOME LOANS
SERVICING, LP., as servicer (the
"Servicer") and DEUTSCHE BANK NATIONAL
TRUST COMPANY, as trustee (the
"Trustee").
PRELIMINARY STATEMENT:
The Depositor intends to sell pass-through certificates
(collectively, the "Certificates"), to be
issued hereunder in multiple classes,
which in the aggregate will evidence the
entire beneficial ownership interest in
the Trust Fund created hereunder. The
Certificates will consist of classes of
certificates, designated as (i) the Class
I-A1 Certificates, (ii) the Class
II-A1 Certificates, (iii) the Class II-A2
Certificates, (iv) the Class II-A3
Certificates, (v) the Class II-A4
Certificates, (vi) the Class M-1 Certificates,
(vii) the Class M-2 Certificates (viii) the
Class M-3 Certificates, (ix) the
Class M-4 Certificates, (x) the Class M-5
Certificates, (xi) the Class M-6
Certificates, (xii) the Class M-7
Certificates, (xiii) the Class M-8
Certificates, (xiv) the Class M-9
Certificates, (xv) the Class M-10
Certificates, (xvi) the Class M-11
Certificates, (xvii) the Class B-1
Certificates, (xviii) the Class B-2
Certificates, (xix) the Class C
Certificates, (xx) the Class P
Certificates, (xxi) the Class R Certificates and
(xxii) the Class R-X Certificates.
REMIC 1
-------
As provided herein, the Trustee shall elect to treat the
segregated pool of assets consisting of the
Mortgage Loans and certain other
related assets subject to this Agreement
(exclusive of the Net WAC Rate
Carryover Reserve Account, any Servicer
Prepayment Charge Payment Amounts and
the Cap Contract) as a REMIC for federal
income tax purposes, and such
segregated pool of assets shall be
designated as "REMIC 1." The Class R-1
Interest shall represent the sole class of
"residual interests" in REMIC 1 for
purposes of the REMIC Provisions (as
defined herein). The following table
irrevocably sets forth the designation, the
Uncertificated REMIC 1 Pass-Through
Rate, the initial Uncertificated Principal
Balance and, for purposes of
satisfying Treasury regulation Section
1.860G-1(a)(4)(iii), the "latest possible
maturity date" for each of the REMIC 1
Regular Interests (as defined herein).
None of the REMIC 1 Regular Interests shall
be certificated.
<TABLE>
<CAPTION>
Uncertificated REMIC 1 Initial Uncertificated
Assumed Final
Designation
Pass-Through Rate
Principal Balance
Maturity Date(1)
-----------
-----------------
-----------------
----------------
<S>
<C>
<C>
<C>
LTAA
Variable(2)
$
603,513,225.80
May 2035
LTIA1
Variable(2)
$
3,550,290.00
May 2035
LTIIA1
Variable(2)
$
556,150.00
May 2035
LTIIA2
Variable(2)
$
277,970.00
May 2035
LTIIA3
Variable(2)
$
402,850.00
May 2035
LTIIA4
Variable(2)
$
131,390.00
May 2035
LTM1
Variable(2) $
217,390.00
May 2035
LTM2
Variable(2)
$
181,670.00
May 2035
LTM3
Variable(2)
$
113,930.00
May 2035
LTM4
Variable(2)
$
104,690.00
May 2035
LTM5
Variable(2)
$
95,450.00
May 2035
LTM6
Variable(2)
$
92,370.00
May 2035
LTM7
Variable(2)
$
76,980.00 May 2035
LTM8
Variable(2)
$
58,500.00
May 2035
LTM9
Variable(2)
$
61,580.00
May 2035
LTM10
Variable(2)
$
61,580.00
May 2035
LTM11
Variable(2)
$
61,580.00
May 2035
LTB1
Variable(2)
$
33,870.00
May 2035
LTB2
Variable(2)
$
49,270.00
May 2035
LTZZ
Variable(2)
$
6,189,086.44
May 2035
LTP
Variable(2)
$
100.00
May 2035
</TABLE>
----------
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date in the month immediately
following
the month of the maturity date for the Mortgage Loan with the
latest
possible maturity date has been designated as the "latest
possible
maturity date" for each REMIC 1 Regular Interest.
(2) Calculated
in accordance with the definition of "Uncertificated REMIC 1
Pass-Through Rate" herein.
REMIC 2
-------
As provided herein, the Trustee shall elect to treat the
segregated pool of assets consisting of the
REMIC 1 Regular Interests as a REMIC
for federal income tax purposes, and such
segregated pool of assets shall be
designated as "REMIC 2." The Class R-2
Interest shall evidence the sole class of
"residual interests" in REMIC 2 for
purposes of the REMIC Provisions.
The following table irrevocably sets forth the designation,
the Pass-Through Rate, the Original Class
Certificate Principal Balance and, for
purposes of satisfying Treasury regulation
Section 1.860G-1(a)(4)(iii), the
"latest possible maturity date" for each
Class of Certificates or interest in
REMIC 2 that represents one or more of the
"regular interests" in REMIC 2
created hereunder:
<TABLE>
<CAPTION>
Original Class Certificate
Assumed Final
Designation
Principal Balance
Pass-Through Rate Maturity Date(1)
<S>
<C>
<C>
<C>
Class I-A1.............. $
355,029,000.00
Variable
May 2035
Class II-A1
$
55,615,000.00
Variable
May 2035
Class II-A2............. $
27,797,000.00
Variable
May 2035
Class II-A3............. $
40,285,000.00
Variable
May 2035
Class II-A4............. $
13,139,000.00
Variable
May 2035
Class M-1............... $
21,739,000.00
Variable
May 2035
Class M-2............... $
18,167,000.00
Variable
May 2035
Class M-3............... $
11,393,000.00
Variable
May 2035
Class M-4............... $
10,469,000.00
Variable
May 2035
Class M-5............... $
9,545,000.00
Variable
May 2035
Class M-6............... $
9,237,000.00
Variable
May 2035
Class M-7............... $
7,698,000.00
Variable
May 2035
Class M-8............... $
5,850,000.00
Variable
May 2035
Class M-9............... $
6,158,000.00
Variable
May 2035
Class M-10.............. $
6,158,000.00
Variable
May 2035
Class M-11.............. $
6,158,000.00
Variable
May 2035
Class B-1............... $
3,387,000.00
Variable
May 2035
Class B-2............... $
4,927,000.00
Variable
May 2035
Class C Interest........ $
3,078,822.24
Variable
May 2035
Class P Interest........ $
100.00
N/A(4)
May 2035
</TABLE>
----------
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date in the month immediately
following
the month of the maturity date for the Mortgage Loan with the
latest
maturity date has been designated as the "latest possible
maturity
date" for each Class of Certificates that represents one or more of
the
"regular interests" in REMIC 2.
(2) Calculated
in accordance with the definition of "Pass-Through Rate"
herein.
(3) The Class
C Interest will accrue interest at their variable
Pass-Through Rate on the Notional Amount of the Class C
Interest
outstanding from time
to time which shall equal the aggregate of the
Uncertificated Principal Balances of the REMIC 1 Regular
Interests
(other than REMIC 1 Regular Interest LTP). The Class C Interest
will
not accrue interest on its Certificate Principal Balance.
(4) The Class
P Interest will not accrue interest.
REMIC 3
-------
As provided herein, the Trustee shall make an election to
treat the Class C Interest as a REMIC for
federal income tax purposes, and such
segregated pool of assets will be
designated as "REMIC 3." The Class R-3
Interest represents the sole class of
"residual interests" in REMIC 3 for
purposes of the REMIC Provisions.
The following table sets forth (or describes) the Class
designation, Pass-Through Rate and Original
Class Certificate Principal Balance
for the Class C Certificates.
<TABLE>
<CAPTION>
Original Class Certificate
Assumed Final
Class Designation
Principal Balance
Pass-Through Rate Maturity Date(1)
-----------------
-----------------
----------------- ----------------
<S>
<C>
<C>
<C>
Class C
$
3,078,822.24
Variable(2)
May 2035
</TABLE>
----------
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date in the month immediately
following
the month of the maturity date for the Mortgage Loan with the
latest
maturity date has been designated as the "latest possible
maturity
date" for the Class C Certificates.
(2) The Class
C Certificates will receive 100% of amounts received in
respect of the Class C Interest.
REMIC 4
-------
As provided herein, the Trustee shall make an election to
treat the Class P Interest as a REMIC for
federal income tax purposes, and such
segregated pool of assets will be
designated as "REMIC 4." The Class R-4
Interest represents the sole class of
"residual interests" in REMIC 4 for
purposes of the REMIC Provisions.
The following table sets forth (or describes) the Class
designation, Pass-Through Rate and Original
Class Certificate Principal Balance
for the Class P Certificates.
<TABLE>
<CAPTION>
Original Class Certificate
Assumed Final
Class Designation
Principal Balance
Pass-Through Rate Maturity Date(1)
-----------------
-----------------
----------------- ----------------
<S>
<C>
<C>
<C>
Class P
$ 100.00
Variable(2)
May 2035
</TABLE>
----------
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date in the month immediately
following
the month of the maturity date for the Mortgage Loan with the
latest
maturity date has been designated as the "latest possible
maturity
date" for the Class P Certificates.
(2) The Class
P Certificates will receive 100% of amounts received in
respect of the Class P Interest.
<PAGE>
ARTICLE I
DEFINITIONS
SECTION 1.01 Defined Terms.
Whenever used in this Agreement or in the Preliminary
Statement, the following words and phrases,
unless the context otherwise
requires, shall have the meanings specified
in this Article. Unless otherwise
specified, all calculations in respect of
interest on the Floating Rate
Certificates shall be made on the basis of
the actual number of days elapsed and
a 360-day year and all calculations in
respect of interest on the Class C
Certificates and all other calculations of
interest described herein shall be
made on the basis of a 360-day year
consisting of twelve 30-day months. The
Class P Certificates and the Residual
Certificates are not entitled to
distributions in respect of interest and,
accordingly, will not accrue interest.
"1933 Act": The Securities Act of 1933, as amended.
"Account": Either of the Collection Account or Distribution
Account.
"Accrual Period": With respect to the Class C Certificates and
each Distribution Date, the calendar month
prior to the month of such
Distribution Date. With respect to the
Floating Rate Certificates and each
Distribution Date, the period commencing on
the preceding Distribution Date (or
in the case of the first such Accrual
Period, commencing on the Closing Date)
and ending on the day preceding such
Distribution Date.
"Adjustable-Rate Mortgage Loan": A first lien Mortgage Loan
which provides at any period during the
life of such loan for the adjustment of
the Mortgage Rate payable in respect
thereto. The Adjustable Rate Mortgage Loans
are identified as such on the Mortgage Loan
Schedule.
"Adjusted Net Maximum Mortgage Rate": With respect to any
Mortgage Loan (or the related REO
Property), as of any date of determination, a
per annum rate of interest equal to the
applicable Maximum Mortgage Rate for
such Mortgage Loan (or the Mortgage Rate in
the case of any Fixed-Rate Mortgage
Loan) as of the first day of the month
preceding the month in which the related
Distribution Date occurs minus the
Servicing Fee Rate.
"Adjusted Net Mortgage Rate": With respect to any Mortgage
Loan (or the related REO Property), as of
any date of determination, a per annum
rate of interest equal to the applicable
Mortgage Rate for such Mortgage Loan as
of the first day of the month preceding the
month in which the related
Distribution Date occurs minus the
Servicing Fee Rate.
"Adjustment Date": With respect to each Adjustable-Rate
Mortgage Loan, each adjustment date, on
which the Mortgage Rate of such Mortgage
Loan changes pursuant to the related
Mortgage Note. The first Adjustment Date
following the Cut-off Date as to each
Adjustable-Rate Mortgage Loan is set forth
in the Mortgage Loan Schedule.
"Advance": As to any Mortgage Loan or REO Property, any
advance made by the Servicer in respect of
any Distribution Date pursuant to
Section 4.04.
"Advance Facility": As defined in Section 3.29 hereof.
"Advance Facility Trustee": As defined in Section 3.29 hereof.
"Advancing Person": As defined in Section 3.29 hereof.
"Advance Reimbursement Amounts": As defined in Section 3.29
hereof.
"Adverse REMIC Event": As defined in Section 9.01(f) hereof.
"Affiliate": With respect to any Person, any other Person
controlling, controlled by or under common
control with such Person. For
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 "controlling" and "controlled"
shall have meanings correlative to the
foregoing.
"Agreement": This Pooling and Servicing Agreement and all
amendments hereof and supplements
hereto.
"Allocated Realized Loss Amount": With respect to any
Distribution Date and any Class of
Mezzanine Certificates or Class B
Certificates, the sum of (i) any Realized
Losses allocated to such Class of
Certificates on such Distribution Date and
(ii) the amount of any Allocated
Realized Loss Amount for such Class of
Certificates remaining unpaid from the
previous Distribution Date as reduced by an
amount equal to the increase in the
related Certificate Principal Balance due
to the receipt of Subsequent
Recoveries.
"Assignment": An assignment of Mortgage, notice of transfer or
equivalent instrument, in recordable form,
which is sufficient under the laws of
the jurisdiction wherein the related
Mortgaged Property is located to reflect or
record the sale of the Mortgage.
"Assignment Agreements": Each Assignment and Recognition
Agreement, dated February 28, 2005, among
the Seller, the Originator and the
Depositor, pursuant to which certain of the
Seller's rights under the related
Master Agreement were assigned to the
Depositor, substantially in the forms
attached hereto as Exhibit C.
"Assumed Final Maturity Date": As to each Class of
Certificates, the date set forth as such in
the Preliminary Statement.
"Available Funds": With respect to any Distribution Date, an
amount equal to the excess of (i) the sum
of (a) the aggregate of the related
Monthly Payments on the Mortgage Loans due
on the related Due Date and received
on or prior to the related Determination
Date, (b) Net Liquidation Proceeds,
Insurance Proceeds, Subsequent Recoveries,
partial Principal Prepayments,
proceeds from repurchases of and
substitutions for such Mortgage Loans and other
unscheduled recoveries of principal and
interest in respect of the Mortgage
Loans received during the prior calendar
month and all Principal Prepayments in
full received during the related Prepayment
Period, (c) the aggregate of any
amounts received in respect of a related
REO Property withdrawn from any REO
Account and deposited in the Collection
Account for such Distribution Date, (d)
the aggregate of any amounts deposited in
the Collection Account by the Servicer
in respect of related Prepayment Interest
Shortfalls for such Distribution Date,
(e) the aggregate of any Advances made by
the Servicer for such Distribution
Date in respect of the Mortgage Loans, (f)
the aggregate of any related advances
made by the Trustee in respect of the
Mortgage Loans for such Distribution Date
pursuant to Section 7.02, and (g) the
amount of any Prepayment Charges collected
by the Servicer in connection with the full
or partial prepayment of any of the
Mortgage Loans and any Servicer Prepayment
Charge Payment Amount over (ii) the
sum without duplication, of (a) amounts
reimbursable or payable to the Servicer
pursuant to Section 3.11(a) or the Trustee
pursuant to Section 3.11(b), (b)
amounts deposited in the Collection Account
or the Distribution Account pursuant
to clauses (a) through (g) above, as the
case may be, in error, (c) the amount
of any Prepayment Charges collected by the
Servicer in connection with the full
or partial prepayment of any of the
Mortgage Loans and any Servicer Prepayment
Charge Payment Amount, (d) amounts payable
or reimburseable to the Trustee from
the Distribution Account pursuant to
Section 8.05 and (e) without duplication,
any indemnification payments or expense
reimbursements made by the Trust Fund
pursuant to Section 6.03 or Section
8.05.
"Balloon Mortgage Loan": A Mortgage Loan that provides for the
payment of the unamortized Stated Principal
Balance of such Mortgage Loan in a
single payment at the maturity of such
Mortgage Loan that is substantially
greater than the preceding monthly
payment.
"Balloon Payment": A payment of the unamortized Stated
Principal Balance of a Mortgage Loan in a
single payment at the maturity of such
Mortgage Loan that is substantially greater
than the preceding Monthly Payment.
"Bankruptcy Code": The Bankruptcy Reform Act of 1978 (Title 11
of the United States Code), as amended.
"Base Rate": For any Distribution Date and the Floating Rate
Certificates, the sum of (i) LIBOR plus
(ii) the related Certificate Margin.
"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 5.02 hereof). On the Closing
Date, the Floating Rate Certificates shall
be Book-Entry Certificates.
"Business Day": Any day other than a Saturday, a Sunday or a
day on which banking or savings
institutions in the State of Delaware, the State
of New York, the State of Texas, the State
of California or in the city in which
the Corporate Trust Office of the Trustee
is located are authorized or obligated
by law or executive order to be closed.
"Cap Amount": The Cap Amount for any Class of the Floating
Rate Certificates is equal to (i) the
aggregate amount received by the Trust
from the Cap Contract multiplied by (ii) a
fraction equal to (a) the Certificate
Principal Balance of such Class immediately
prior to the applicable Distribution
Date divided by (b) the aggregate
Certificate Principal Balance of the Floating
Rate Certificates immediately prior to the
applicable Distribution Date.
"Cap Contract": The Cap Contract between the Trustee and the
counterparty thereunder, a form of which is
attached hereto as Exhibit O.
"Certificate": Any Regular Certificate or Residual
Certificate.
Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the
Certificate Register, except that a
Disqualified Organization or non-U.S.
Person shall not be a Holder of a Residual
Certificate for any purpose hereof and,
solely for the purposes of giving any
consent pursuant to this Agreement, any
Certificate registered in the name of
the Depositor or the Servicer or any
Affiliate thereof shall be deemed not to be
outstanding and the Voting Rights to which
it is entitled shall not be taken
into account in determining whether the
requisite percentage of Voting Rights
necessary to effect any such consent has
been obtained, except as otherwise
provided in Section 11.01. The Trustee may
conclusively rely upon a certificate
of the Depositor or the Servicer in
determining whether a Certificate is held by
an Affiliate thereof. All references herein
to "Holders" or "Certificateholders"
shall reflect the rights of Certificate
Owners as they may indirectly exercise
such rights through the Depository and
participating members thereof, except as
otherwise specified herein; provided,
however, that the Trustee shall be
required to recognize as a "Holder" or
"Certificateholder" only the Person in
whose name a Certificate is registered in
the Certificate Register.
"Certificate Margin": With respect to each Class of
Adjustable-Rate Certificates and for
purposes of the Marker Rate and the Maximum
Uncertificated Accrued Interest Deferral
Amount, the specified REMIC 1 Regular
Interest, as follows:
REMIC 1 Regular
CERTIFICATE MARGIN
Class
Interest
(1) (%)
(2) (%)
-----
--------
-------
-------
I-A1
LTIA1
0.220%
0.440%
II-A1
LTIIA1
0.090%
0.180%
II-A2
LTIIA2
0.150%
0.300%
II-A3
LTIIA3
0.250%
0.500%
II-A4
LTIIA4
0.300%
0.600%
M-1
LTM1
0.420%
0.630%
M-2
LTM2
0.450%
0.675%
M-3
LTM3
0.480%
0.720%
M-4
LTM4
0.600%
0.900%
M-5
LTM5
0.640%
0.960%
M-6
LTM6
0.690%
1.035%
M-7
LTM7
1.150%
1.725%
M-8
LTM8
1.250%
1.875%
M-9
LTM9
1.700%
2.550%
M-10
LTM10
3.250%
4.875%
M-11
LTM11
3.250%
4.875%
B-1
LTB1
3.250%
4.875%
B-2
LTB2
3.250%
4.875%
----------
(1) For the
Accrual Period for each Distribution Date on or prior to the
Optional Termination Date.
(2) For each
other Accrual Period.
"Certificate Owner": With respect to each Book-Entry
Certificate, any beneficial owner
thereof.
"Certificate Principal Balance": With respect to any Class of
Regular Certificates (other than the Class
C Certificates) immediately prior to
any Distribution Date, will be equal to the
Initial Certificate Principal
Balance thereof plus any Subsequent
Recoveries added to the Certificate
Principal Balance of such Certificate
pursuant to Section 4.01, reduced by the
sum of all amounts actually distributed in
respect of principal of such Class
and, in the case of a Mezzanine Certificate
or Class B Certificate, Realized
Losses allocated thereto on all prior
Distribution Dates. With respect to the
Class C Certificates as of any date of
determination, an amount equal to the
excess, if any, of (A) the then aggregate
Uncertificated Principal Balance of
the REMIC 1 Regular Interests over (B) the
then aggregate Certificate Principal
Balance of the Floating Rate Certificates
and the Class P Certificates then
outstanding.
"Certificate Register" and "Certificate Registrar": The
register maintained and registrar appointed
pursuant to Section 5.02 hereof.
"Certification". As defined in Section 3.22(b)(ii).
"Class": Collectively, Certificates which have the same
priority of payment and bear the same class
designation and the form of which is
identical except for variation in the
Percentage Interest evidenced thereby.
"Class A Certificates": Any Class I-A1 Certificate, Class
II-A1 Certificate, Class II-A2 Certificate,
Class II-A3 Certificate and Class
II-A4 Certificates.
"Class B Certificates": Any Class B-1 Certificate and Class
B-2.
"Class B-1 Certificate": Any one of the Class B-1 Certificates
executed by the Trustee, and authenticated
and delivered by the Certificate
Registrar, substantially in the form
annexed hereto as Exhibit A-17,
representing the right to distributions as
set forth herein and therein and
evidencing a regular interest in REMIC
2.
"Class B-1 Principal Distribution Amount": The excess of (x)
the sum of (i) the aggregate Certificate
Principal Balance of the Class A
Certificates (after taking into account the
distribution of the Senior Principal
Distribution Amount on such Distribution
Date), (ii) the Certificate Principal
Balance of the Class M-1 Certificates
(after taking into account the
distribution of the Class M-1 Principal
Distribution Amount on such Distribution
Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates
(after taking into account the distribution
of the Class M-2 Principal
Distribution Amount on such Distribution
Date), (iv) the Certificate Principal
Balance of the Class M-3 Certificates
(after taking into account the
distribution of the Class M-3 Principal
Distribution Amount on such Distribution
Date), (v) the Certificate Principal
Balance of the Class M-4 Certificates
(after taking into account the distribution
of the Class M-4 Principal
Distribution Amount on such Distribution
Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates
(after taking into account the
distribution of the Class M-5 Principal
Distribution Amount on such Distribution
Date), (vii) the Certificate Principal
Balance of the Class M-6 Certificates
(after taking into account the distribution
of the Class M-6 Principal
Distribution Amount on such Distribution
Date), (viii) the Certificate Principal
Balance of the Class M-7 Certificates
(after taking into account the
distribution of the Class M-7 Principal
Distribution Amount on such Distribution
Date), (ix) the Certificate Principal
Balance of the Class M-8 Certificates
(after taking into account the distribution
of the Class M-8 Principal
Distribution Amount on such Distribution
Date), (x) the Certificate Principal
Balance of the Class M-9 Certificates
(after taking into account the
distribution of the Class M-9 Principal
Distribution Amount on such Distribution
Date), (xi) the Certificate Principal
Balance of the Class M-10 Certificates
(after taking into account the distribution
of the Class M-10 Principal
Distribution Amount on such Distribution
Date), (xii) the Certificate Principal
Balance of the Class M-11 Certificates
(after taking into account the
distribution of the Class M-11 Principal
Distribution Amount on such
Distribution Date) and (xiii) the
Certificate Principal Balance of the Class B-1
Certificates immediately prior to such
Distribution Date over (y) the lesser of
(A) the product of (i) 97.40% and (ii) the
aggregate Stated Principal Balance of
the Mortgage Loans as of the last day of
the related Due Period (after giving
effect to scheduled payments of principal
due during the related Due Period, to
the extent received or advanced, and
unscheduled collections of principal
received during the related Prepayment
Period) and (B) the aggregate Stated
Principal Balance of the Mortgage Loans as
of the last day of the related Due
Period (after giving effect to scheduled
payments of principal due during the
related Due Period, to the extent received
or advanced, and unscheduled
collections of principal received during
the related Prepayment Period) minus
the related Overcollateralization
Floor.
"Class B-2 Certificate": Any one of the Class B-2 Certificates
executed by the Trustee, and authenticated
and delivered by the Certificate
Registrar, substantially in the form
annexed hereto as Exhibit A-18,
representing the right to distributions as
set forth herein and therein and
evidencing a regular interest in REMIC
2.
"Class B-2 Principal Distribution Amount": The excess of (x)
the sum of (i) the aggregate Certificate
Principal Balance of the Class A
Certificates (after taking into account the
distribution of the Senior Principal
Distribution Amount on such Distribution
Date), (ii) the Certificate Principal
Balance of the Class M-1 Certificates
(after taking into account the
distribution of the Class M-1 Principal
Distribution Amount on such Distribution
Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates
(after taking into account the distribution
of the Class M-2 Principal
Distribution Amount on such Distribution
Date), (iv) the Certificate Principal
Balance of the Class M-3 Certificates
(after taking into account the
distribution of the Class M-3 Principal
Distribution Amount on such Distribution
Date), (v) the Certificate Principal
Balance of the Class M-4 Certificates
(after taking into account the distribution
of the Class M-4 Principal
Distribution Amount on such Distribution
Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates
(after taking into account the
distribution of the Class M-5 Principal
Distribution Amount on such Distribution
Date), (vii) the Certificate Principal
Balance of the Class M-6 Certificates
(after taking into account the distribution
of the Class M-6 Principal
Distribution Amount on such Distribution
Date), (viii) the Certificate Principal
Balance of the Class M-7 Certificates
(after taking into account the
distribution of the Class M-7 Principal
Distribution Amount on such Distribution
Date), (ix) the Certificate Principal
Balance of the Class M-8 Certificates
(after taking into account the distribution
of the Class M-8 Principal
Distribution Amount on such Distribution
Date), (x) the Certificate Principal
Balance of the Class M-9 Certificates
(after taking into account the
distribution of the Class M-9 Principal
Distribution Amount on such Distribution
Date), (xi) the Certificate Principal
Balance of the Class M-10 Certificates
(after taking into account the distribution
of the Class M-10 Principal
Distribution Amount on such Distribution
Date), (xii) the Certificate Principal
Balance of the Class M-11 Certificates
(after taking into account the
distribution of the Class M-11 Principal
Distribution Amount on such
Distribution Date), (xiii) the Certificate
Principal Balance of the Class B-1
Certificates (after taking into account the
distribution of the Class B-1
Principal Distribution Amount on such
Distribution Date) and (xiv) the
Certificate Principal Balance of the Class
B-2 Certificates immediately prior to
such Distribution Date over (y) the lesser
of (A) the product of (i) 99.00% and
(ii) the aggregate Stated Principal Balance
of the Mortgage Loans as of the last
day of the related Due Period (after giving
effect to scheduled payments of
principal due during the related Due
Period, to the extent received or advanced,
and unscheduled collections of principal
received during the related Prepayment
Period) and (B) the aggregate Stated
Principal Balance of the Mortgage Loans as
of the last day of the related Due Period
(after giving effect to scheduled
payments of principal due during the
related Due Period, to the extent received
or advanced, and unscheduled collections of
principal received during the
related Prepayment Period) minus the
related Overcollateralization Floor.
"Class C Certificates": Any one of the Class C Certificates
executed by the Trustee, and authenticated
and delivered by the Certificate
Registrar, substantially in the form
annexed hereto as Exhibit A-18,
representing the right to distributions as
set forth herein and therein and
evidencing a regular interest in REMIC
3.
"Class C Interest": An uncertificated interest in the Trust
Fund held by the Trustee on behalf of the
Holders of the Class C Certificates,
evidencing a Regular Interest in REMIC 2
for purposes of the REMIC Provisions.
"Class I-A1 Certificate": Any one of the Class I-A1
Certificates executed by the Trustee, and
authenticated and delivered by the
Certificate Registrar, substantially in the
form annexed hereto as Exhibit A-1,
representing the right to distributions as
set forth herein and therein and
evidencing a regular interest in REMIC
2.
"Class II-A1 Certificate": Any one of the Class II-A1
Certificates executed by the Trustee, and
authenticated and delivered by the
Certificate Registrar, substantially in the
form annexed hereto as Exhibit A-2,
representing the right to distributions as
set forth herein and therein and
evidencing a regular interest in REMIC
2.
"Class II-A2 Certificate": Any one of the Class II-A2
Certificates executed by the Trustee, and
authenticated and delivered by the
Certificate Registrar, substantially in the
form annexed hereto as Exhibit A-3,
representing the right to distributions as
set forth herein and therein and
evidencing a regular interest in REMIC
2.
"Class II-A3 Certificate": Any one of the Class II-A3
Certificates executed by the Trustee, and
authenticated and delivered by the
Certificate Registrar, substantially in the
form annexed hereto as Exhibit A-4,
representing the right to distributions as
set forth herein and therein and
evidencing a regular interest in REMIC
2.
"Class II-A4 Certificate": Any one of the Class II-A4
Certificates executed by the Trustee, and
authenticated and delivered by the
Certificate Registrar, substantially in the
form annexed hereto as Exhibit A-5,
representing the right to distributions as
set forth herein and therein and
evidencing a regular interest in REMIC
2.
"Class M-1 Certificate": Any one of the Class M-1 Certificates
executed by the Trustee, and authenticated
and delivered by the Certificate
Registrar, substantially in the form
annexed hereto as Exhibit A-6, representing
the right to distributions as set forth
herein and therein and evidencing a
regular interest in REMIC 2.
"Class M-1 Principal
Distribution Amount": The excess of (x)
the sum of (i) the aggregate Certificate
Principal Balance of the Class A
Certificates (after taking into account the
distribution of the Senior Principal
Distribution Amount on such Distribution
Date) and (ii) the Certificate
Principal Balance of the Class M-1
Certificates immediately prior to such
Distribution Date over (y) the lesser of
(A) the product of (i) 66.80% and (ii)
the Stated Principal Balance of the
Mortgage Loans as of the last day of the
related Due Period (after giving effect to
scheduled payments of principal due
during the related Due Period, to the
extent received or advanced, and
unscheduled collections of principal
received during the related Prepayment
Period) and (B) the aggregate Stated
Principal Balance of the Mortgage Loans as
of the last day of the related Due Period
(after giving effect to scheduled
payments of principal due during the
related Due Period, to the extent received
or advanced, and unscheduled collections of
principal received during the
related Prepayment Period) minus the
related Overcollateralization Floor.
"Class M-2 Certificate": Any one of the Class M-2 Certificates
executed by the Trustee, and authenticated
and delivered by the Certificate
Registrar, substantially in the form
annexed hereto as Exhibit A-7, representing
the right to distributions as set forth
herein and therein and evidencing a
regular interest in REMIC 2.
"Class M-2 Principal Distribution Amount": The excess of (x)
the sum of (i) the aggregate Certificate
Principal Balance of the Class A
Certificates (after taking into account the
distribution of the Senior Principal
Distribution Amount on such Distribution
Date), (ii) the Certificate Principal
Balance of the Class M-1 Certificates
(after taking into account the
distribution of the Class M-1 Principal
Distribution Amount on such Distribution
Date) and (iii) the Certificate Principal
Balance of the Class M-2 Certificates
immediately prior to such Distribution Date
over (y) the lesser of (A) the
product of (i) 72.70% and (ii) the
aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the
related Due Period (after giving effect
to scheduled payments of principal due
during the related Due Period, to the
extent received or advanced, and
unscheduled collections of principal received
during the related Prepayment Period) and
(B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the
last day of the related Due Period
(after giving effect to scheduled payments
of principal due during the related
Due Period, to the extent received or
advanced, and unscheduled collections of
principal received during the related
Prepayment Period) minus the related
Overcollateralization Floor.
"Class M-3 Certificate": Any one of the Class M-3 Certificates
executed by the Trustee, and authenticated
and delivered by the Certificate
Registrar, substantially in the form
annexed hereto as Exhibit A-8, representing
the right to distributions as set forth
herein and therein and evidencing a
regular interest in REMIC 2.
"Class M-3 Principal Distribution Amount": The excess of (x)
the sum of (i) the aggregate Certificate
Principal Balance of the Class A
Certificates (after taking into account the
distribution of the Senior Principal
Distribution Amount on such Distribution
Date), (ii) the Certificate Principal
Balance of the Class M-1 Certificates
(after taking into account the
distribution of the Class M-1 Principal
Distribution Amount on such Distribution
Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates
(after taking into account the distribution
of the Class M-2 Principal
Distribution Amount on such Distribution
Date) and (iv) the Certificate
Principal Balance of the Class M-3
Certificates immediately prior to such
Distribution Date over (y) the lesser of
(A) the product of (i) 76.40% and (ii)
the aggregate Stated Principal Balance of
the Mortgage Loans as of the last day
of the related Due Period (after giving
effect to scheduled payments of
principal due during the related Due
Period, to the extent received or advanced,
and unscheduled collections of principal
received during the related Prepayment
Period) and (B) the aggregate Stated
Principal Balance of the Mortgage Loans as
of the last day of the related Due Period
(after giving effect to scheduled
payments of principal due during the
related Due Period, to the extent received
or advanced, and unscheduled collections of
principal received during the
related Prepayment Period) minus the
related Overcollateralization Floor.
"Class M-4 Certificate": Any one of the Class M-4 Certificates
executed by the Trustee, and authenticated
and delivered by the Certificate
Registrar, substantially in the form
annexed hereto as Exhibit A-9, representing
the right to distributions as set forth
herein and therein and evidencing a
regular interest in REMIC 2.
"Class M-4 Principal Distribution Amount": The excess of (x)
the sum of (i) the aggregate Certificate
Principal Balance of the Class A
Certificates (after taking into account the
distribution of the Senior Principal
Distribution Amount on such Distribution
Date), (ii) the Certificate Principal
Balance of the Class M-1 Certificates
(after taking into account the
distribution of the Class M-1 Principal
Distribution Amount on such Distribution
Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates
(after taking into account the distribution
of the Class M-2 Principal
Distribution Amount on such Distribution
Date) (iv) the Certificate Principal
Balance of the Class M-3 Certificates
(after taking into account the
distribution of the Class M-3 Principal
Distribution Amount on such Distribution
Date) and (iv) the Certificate Principal
Balance of the Class M-4 Certificates
immediately prior to such Distribution Date
over (y) the lesser of (A) the
product of (i) 79.80% and (ii) the
aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the
related Due Period (after giving effect
to scheduled payments of principal due
during the related Due Period, to the
extent received or advanced, and
unscheduled collections of principal received
during the related Prepayment Period) and
(B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the
last day of the related Due Period
(after giving effect to scheduled payments
of principal due during the related
Due Period, to the extent received or
advanced, and unscheduled collections of
principal received during the related
Prepayment Period) minus the related
Overcollateralization Floor.
"Class M-5 Certificate": Any one of the Class M-5 Certificates
executed by the Trustee, and authenticated
and delivered by the Certificate
Registrar, substantially in the form
annexed hereto as Exhibit A-10,
representing the right to distributions as
set forth herein and therein and
evidencing a regular interest in REMIC
2.
"Class M-5 Principal Distribution Amount": The excess of (x)
the sum of (i) the aggregate Certificate
Principal Balance of the Class A
Certificates (after taking into account the
distribution of the Senior Principal
Distribution Amount on such Distribution
Date), (ii) the Certificate Principal
Balance of the Class M-1 Certificates
(after taking into account the
distribution of the Class M-1 Principal
Distribution Amount on such Distribution
Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates
(after taking into account the distribution
of the Class M-2 Principal
Distribution Amount on such Distribution
Date), (iv) the Certificate Principal
Balance of the Class M-3 Certificates
(after taking into account the
distribution of the Class M-3 Principal
Distribution Amount on such Distribution
Date), (v) the Certificate Principal
Balance of the Class M-4 Certificates
(after taking into account the distribution
of the Class M-4 Principal
Distribution Amount on such Distribution
Date) and (vi) the Certificate
Principal Balance of the Class M-5
Certificates immediately prior to such
Distribution Date over (y) the lesser of
(A) the product of (i) 82.90% and (ii)
the aggregate Stated Principal Balance of
the Mortgage Loans as of the last day
of the related Due Period (after giving
effect to scheduled payments of
principal due during the related Due
Period, to the extent received or advanced,
and unscheduled collections of principal
received during the related Prepayment
Period) and (B) the aggregate Stated
Principal Balance of the Mortgage Loans as
of the last day of the related Due Period
(after giving effect to scheduled
payments of principal due during the
related Due Period, to the extent received
or advanced, and unscheduled collections of
principal received during the
related Prepayment Period) minus the
related Overcollateralization Floor.
"Class M-6 Certificate": Any one of the Class M-6 Certificates
executed by the Trustee, and authenticated
and delivered by the Certificate
Registrar, substantially in the form
annexed hereto as Exhibit A-11,
representing the right to distributions as
set forth herein and therein and
evidencing a regular interest in REMIC
2.
"Class M-6 Principal Distribution Amount": The excess of (x)
the sum of (i) the aggregate Certificate
Principal Balance of the Class A
Certificates (after taking into account the
distribution of the Senior Principal
Distribution Amount on such Distribution
Date), (ii) the Certificate Principal
Balance of the Class M-1 Certificates
(after taking into account the
distribution of the Class M-1 Principal
Distribution Amount on such Distribution
Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates
(after taking into account the distribution
of the Class M-2 Principal
Distribution Amount on such Distribution
Date), (iv) the Certificate Principal
Balance of the Class M-3 Certificates
(after taking into account the
distribution of the Class M-3 Principal
Distribution Amount on such Distribution
Date), (v) the Certificate Principal
Balance of the Class M-4 Certificates
(after taking into account the distribution
of the Class M-4 Principal
Distribution Amount on such Distribution
Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates
(after taking into account the
distribution of the Class M-5 Principal
Distribution Amount on such Distribution
Date) and (vii) the Certificate Principal
Balance of the Class M-6 Certificates
immediately prior to such Distribution Date
over (y) the lesser of (A) the
product of (i) 85.90% and (ii) the
aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the
related Due Period (after giving effect
to scheduled payments of principal due
during the related Due Period, to the
extent received or advanced, and
unscheduled collections of principal received
during the related Prepayment Period) and
(B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the
last day of the related Due Period
(after giving effect to scheduled payments
of principal due during the related
Due Period, to the extent received or
advanced, and unscheduled collections of
principal received during the related
Prepayment Period) minus the related
Overcollateralization Floor.
"Class M-7 Certificate": Any one of the Class M-7 Certificates
executed by the Trustee, and authenticated
and delivered by the Certificate
Registrar, substantially in the form
annexed hereto as Exhibit A-12,
representing the right to distributions as
set forth herein and therein and
evidencing a regular interest in REMIC
2.
"Class M-7 Principal Distribution Amount": The excess of (x)
the sum of (i) the aggregate Certificate
Principal Balance of the Class A
Certificates (after taking into account the
distribution of the Senior Principal
Distribution Amount on such Distribution
Date), (ii) the Certificate Principal
Balance of the Class M-1 Certificates
(after taking into account the
distribution of the Class M-1 Principal
Distribution Amount on such Distribution
Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates
(after taking into account the distribution
of the Class M-2 Principal
Distribution Amount on such Distribution
Date), (iv) the Certificate Principal
Balance of the Class M-3 Certificates
(after taking into account the
distribution of the Class M-3 Principal
Distribution Amount on such Distribution
Date), (v) the Certificate Principal
Balance of the Class M-4 Certificates
(after taking into account the distribution
of the Class M-4 Principal
Distribution Amount on such Distribution
Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates
(after taking into account the
distribution of the Class M-5 Principal
Distribution Amount on such Distribution
Date), (vii) the Certificate Principal
Balance of the Class M-6 Certificates
(after taking into account the distribution
of the Class M-6 Principal
Distribution Amount on such Distribution
Date) and (viii) the Certificate
Principal Balance of the Class M-7
Certificates immediately prior to such
Distribution Date over (y) the lesser of
(A) the product of (i) 88.40% and (ii)
the aggregate Stated Principal Balance of
the Mortgage Loans as of the last day
of the related Due Period (after giving
effect to scheduled payments of
principal due during the related Due
Period, to the extent received or advanced,
and unscheduled collections of principal
received during the related Prepayment
Period) and (B) the aggregate Stated
Principal Balance of the Mortgage Loans as
of the last day of the related Due Period
(after giving effect to scheduled
payments of principal due during the
related Due Period, to the extent received
or advanced, and unscheduled collections of
principal received during the
related Prepayment Period) minus the
related Overcollateralization Floor.
"Class M-8 Certificate": Any one of the Class M-8 Certificates
executed by the Trustee, and authenticated
and delivered by the Certificate
Registrar, substantially in the form
annexed hereto as Exhibit A-13,
representing the right to distributions as
set forth herein and therein and
evidencing a regular interest in REMIC
2.
"Class M-8 Interest": An uncertificated interest in the Trust
Fund held by the Trustee on behalf of the
Holders of the Class M-8 Certificates,
evidencing a Regular Interest in REMIC 2
for purposes of the REMIC Provisions.
"Class M-8 Principal Distribution Amount": The excess of (x)
the sum of (i) the aggregate Certificate
Principal Balance of the Class A
Certificates (after taking into account the
distribution of the Senior Principal
Distribution Amount on such Distribution
Date), (ii) the Certificate Principal
Balance of the Class M-1 Certificates
(after taking into account the
distribution of the Class M-1 Principal
Distribution Amount on such Distribution
Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates
(after taking into account the distribution
of the Class M-2 Principal
Distribution Amount on such Distribution
Date), (iv) the Certificate Principal
Balance of the Class M-3 Certificates
(after taking into account the
distribution of the Class M-3 Principal
Distribution Amount on such Distribution
Date), (v) the Certificate Principal
Balance of the Class M-4 Certificates
(after taking into account the distribution
of the Class M-4 Principal
Distribution Amount on such Distribution
Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates
(after taking into account the
distribution of the Class M-5 Principal
Distribution Amount on such Distribution
Date), (vii) the Certificate Principal
Balance of the Class M-6 Certificates
(after taking into account the distribution
of the Class M-6 Principal
Distribution Amount on such Distribution
Date), (viii) the Certificate Principal
Balance of the Class M-7 Certificates
(after taking into account the
distribution of the Class M-7 Principal
Distribution Amount on such Distribution
Date) and (ix) the Certificate Principal
Balance of the Class M-8 Certificates
immediately prior to such Distribution Date
over (y) the lesser of (A) the
product of (i) 90.30% and (ii) the
aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the
related Due Period (after giving effect
to scheduled payments of principal due
during the related Due Period, to the
extent received or advanced, and
unscheduled collections of principal received
during the related Prepayment Period) and
(B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the
last day of the related Due Period
(after giving effect to scheduled payments
of principal due during the related
Due Period, to the extent received or
advanced, and unscheduled collections of
principal received during the related
Prepayment Period) minus the related
Overcollateralization Floor.
"Class M-9 Certificate": Any one of the Class M-9 Certificates
executed by the Trustee, and authenticated
and delivered by the Certificate
Registrar, substantially in the form
annexed hereto as Exhibit A-14,
representing the right to distributions as
set forth herein and therein and
evidencing a regular interest in REMIC
2.
"Class M-9 Principal Distribution Amount": The excess of (x)
the sum of (i) the aggregate Certificate
Principal Balance of the Class A
Certificates (after taking into account the
distribution of the Senior Principal
Distribution Amount on such Distribution
Date), (ii) the Certificate Principal
Balance of the Class M-1 Certificates
(after taking into account the
distribution of the Class M-1 Principal
Distribution Amount on such Distribution
Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates
(after taking into account the distribution
of the Class M-2 Principal
Distribution Amount on such Distribution
Date), (iv) the Certificate Principal
Balance of the Class M-3 Certificates
(after taking into account the
distribution of the Class M-3 Principal
Distribution Amount on such Distribution
Date), (v) the Certificate Principal
Balance of the Class M-4 Certificates
(after taking into account the distribution
of the Class M-4 Principal
Distribution Amount on such Distribution
Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates
(after taking into account the
distribution of the Class M-5 Principal
Distribution Amount on such Distribution
Date), (vii) the Certificate Principal
Balance of the Class M-6 Certificates
(after taking into account the distribution
of the Class M-6 Principal
Distribution Amount on such Distribution
Date), (viii) the Certificate Principal
Balance of the Class M-7 Certificates
(after taking into account the
distribution of the Class M-7 Principal
Distribution Amount on such Distribution
Date), (ix) the Certificate Principal
Balance of the Class M-8 Certificates
(after taking into account the distribution
of the Class M-8 Principal
Distribution Amount on such Distribution
Date) and (x) the Certificate Principal
Balance of the Class M-9 Certificates
immediately prior to such Distribution
Date over (y) the lesser of (A) the product
of (i) 92.30% and (ii) the aggregate
Stated Principal Balance of the Mortgage
Loans as of the last day of the related
Due Period (after giving effect to
scheduled payments of principal due during
the related Due Period, to the extent
received or advanced, and unscheduled
collections of principal received during
the related Prepayment Period) and (B)
the aggregate Stated Principal Balance of
the Mortgage Loans as of the last day
of the related Due Period (after giving
effect to scheduled payments of
principal due during the related Due
Period, to the extent received or advanced,
and unscheduled collections of principal
received during the related Prepayment
Period) minus the related
Overcollateralization Floor.
"Class M-10 Certificate": Any one of the Class M-10
Certificates executed by the Trustee, and
authenticated and delivered by the
Certificate Registrar, substantially in the
form annexed hereto as Exhibit A-15,
representing the right to distributions as
set forth herein and therein and
evidencing a regular interest in REMIC
2.
"Class M-10 Principal Distribution Amount": The excess of (x)
the sum of (i) the aggregate Certificate
Principal Balance of the Class A
Certificates (after taking into account the
distribution of the Senior Principal
Distribution Amount on such Distribution
Date), (ii) the Certificate Principal
Balance of the Class M-1 Certificates
(after taking into account the
distribution of the Class M-1 Principal
Distribution Amount on such Distribution
Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates
(after taking into account the distribution
of the Class M-2 Principal
Distribution Amount on such Distribution
Date), (iv) the Certificate Principal
Balance of the Class M-3 Certificates
(after taking into account the
distribution of the Class M-3 Principal
Distribution Amount on such Distribution
Date), (v) the Certificate Principal
Balance of the Class M-4 Certificates
(after taking into account the distribution
of the Class M-4 Principal
Distribution Amount on such Distribution
Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates
(after taking into account the
distribution of the Class M-5 Principal
Distribution Amount on such Distribution
Date), (vii) the Certificate Principal
Balance of the Class M-6 Certificates
(after taking into account the distribution
of the Class M-6 Principal
Distribution Amount on such Distribution
Date), (viii) the Certificate Principal
Balance of the Class M-7 Certificates
(after taking into account the
distribution of the Class M-7 Principal
Distribution Amount on such Distribution
Date), (ix) the Certificate Principal
Balance of the Class M-8 Certificates
(after taking into account the distribution
of the Class M-8 Principal
Distribution Amount on such Distribution
Date), (x) the Certificate Principal
Balance of the Class M-9 Certificates
(after taking into account the
distribution of the Class M-9 Principal
Distribution Amount on such Distribution
Date) and (xi) the Certificate Principal
Balance of the Class M-10 Certificates
immediately prior to such Distribution Date
over (y) the lesser of (A) the
product of (i) 94.30% and (ii) the
aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the
related Due Period (after giving effect
to scheduled payments of principal due
during the related Due Period, to the
extent received or advanced, and
unscheduled collections of principal received
during the related Prepayment Period) and
(B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the
last day of the related Due Period
(after giving effect to scheduled payments
of principal due during the related
Due Period, to the extent received or
advanced, and unscheduled collections of
principal received during the related
Prepayment Period) minus the related
Overcollateralization Floor.
"Class M-11 Certificate": Any one of the Class M-10
Certificates executed by the Trustee, and
authenticated and delivered by the
Certificate Registrar, substantially in the
form annexed hereto as Exhibit A-16,
representing the right to distributions as
set forth herein and therein and
evidencing a regular interest in REMIC
2.
"Class M-11 Principal Distribution Amount": The excess of (x)
the sum of (i) the aggregate Certificate
Principal Balance of the Class A
Certificates (after taking into account the
distribution of the Senior Principal
Distribution Amount on such Distribution
Date), (ii) the Certificate Principal
Balance of the Class M-1 Certificates
(after taking into account the
distribution of the Class M-1 Principal
Distribution Amount on such Distribution
Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates
(after taking into account the distribution
of the Class M-2 Principal
Distribution Amount on such Distribution
Date), (iv) the Certificate Principal
Balance of the Class M-3 Certificates
(after taking into account the
distribution of the Class M-3 Principal
Distribution Amount on such Distribution
Date), (v) the Certificate Principal
Balance of the Class M-4 Certificates
(after taking into account the distribution
of the Class M-4 Principal
Distribution Amount on such Distribution
Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates
(after taking into account the
distribution of the Class M-5 Principal
Distribution Amount on such Distribution
Date), (vii) the Certificate Principal
Balance of the Class M-6 Certificates
(after taking into account the distribution
of the Class M-6 Principal
Distribution Amount on such Distribution
Date), (viii) the Certificate Principal
Balance of the Class M-7 Certificates
(after taking into account the
distribution of the Class M-7 Principal
Distribution Amount on such Distribution
Date), (ix) the Certificate Principal
Balance of the Class M-8 Certificates
(after taking into account the distribution
of the Class M-8 Principal
Distribution Amount on such Distribution
Date), (x) the Certificate Principal
Balance of the Class M-9 Certificates
(after taking into account the
distribution of the Class M-9 Principal
Distribution Amount on such Distribution
Date), (xi) the Certificate Principal
Balance of the Class M-10 Certificates
(after taking into account the distribution
of the Class M-10 Principal
Distribution Amount on such Distribution
Date) and (xii) the Certificate
Principal Balance of the Class M-11
Certificates immediately prior to such
Distribution Date over (y) the lesser of
(A) the product of (i) 96.30% and (ii)
the aggregate Stated Principal Balance of
the Mortgage Loans as of the last day
of the related Due Period (after giving
effect to scheduled payments of
principal due during the related Due
Period, to the extent received or advanced,
and unscheduled collections of principal
received during the related Prepayment
Period) and (B) the aggregate Stated
Principal Balance of the Mortgage Loans as
of the last day of the related Due Period
(after giving effect to scheduled
payments of principal due during the
related Due Period, to the extent received
or advanced, and unscheduled collections of
principal received during the
related Prepayment Period) minus the
related Overcollateralization Floor.
"Class P Certificate": Any one of the Class P Certificates
executed by the Trustee, and authenticated
and delivered by the Certificate
Registrar, substantially in the form
annexed hereto as Exhibit A-19,
representing the right to distributions as
set forth herein and therein and
evidencing a regular interest in REMIC
4.
"Class P Interest": An uncertificated interest in the Trust
Fund held by the Trustee on behalf of the
Holders of the Class P Certificates,
evidencing a Regular Interest in REMIC 2
for purposes of the REMIC Provisions.
"Class R Certificate": The Class R Certificate executed by the
Trustee, and authenticated and delivered by
the Certificate Registrar,
substantially in the form annexed hereto as
Exhibit A-20 and evidencing the
ownership of the Class R-1 Interest and the
Class R-2 Interest.
"Class R-1 Interest": The uncertificated Residual Interest in
REMIC 1.
"Class R-2 Interest": The uncertificated Residual Interest in
REMIC 2.
"Class R-3 Interest": The uncertificated Residual Interest in
REMIC 3.
"Class R-4 Interest": The uncertificated Residual Interest in
REMIC 4.
"Class R-X Certificate": The Class R-X Certificate executed by
the Trustee, and authenticated and
delivered by the Certificate Registrar,
substantially in the form annexed hereto as
Exhibit A-21 and evidencing the
ownership of the Class R-3 Interest and the
Class R-4 Interest.
"Close of Business": As used herein, with respect to any
Business Day, 5:00 p.m. (New York
time).
"Closing Date": May 13, 2005.
"Code": The Internal
Revenue Code of 1986, as amended.
"Collection Account": The account or accounts created and
maintained by the Servicer pursuant to
Section 3.10(a), which shall be entitled
"Deutsche Bank National Trust Company, as
Trustee, in trust for registered
Holders of Soundview Home Loan Trust
2005-DO1, Asset-Backed Certificates, Series
2005-DO1," which must be an Eligible
Account.
"Compensating Interest": As defined in Section 3.24
hereof.
"Corporate Trust Office": The principal corporate trust office
of the Trustee at which at any particular
time its corporate trust business in
connection with this Agreement shall be
administered, which office at the date
of the execution of this instrument is
located at 1761 East St. Andrew Place,
Santa Ana, CA 92705-4934, or at such other
address as the Trustee may designate
from time to time by notice to the
Certificateholders, the Depositor, the
Servicer, the Originator and the
Seller.
"Corresponding Certificate": With respect to each REMIC 1
Regular Interest set forth below, the
corresponding Regular Certificate set
forth in the table below:
REMIC 1 REGULAR INTEREST
REGULAR CERTIFICATE
------------------------
-------------------
LTIA1
Class I-A1
LTIIA1
Class II-A1
LTIIA2
Class II-A2
LTIIA3
Class II-A3
LTIIA4
Class II-A4
LTM1
Class M-1
LTM2
Class M-2
LTM3
Class M-3
LTM4
Class M-4
LTM5
Class M-5
LTM6
Class M-6
LTM7
Class M-7
LTM8
Class M-8
LTM9
Class M-9
LTM10
Class M-10
LTM11
Class M-11
LTB1
Class B-1
LTB2
Class B-2
LTP
Class P
"Credit Enhancement Percentage": For any Distribution Date,
the percentage equivalent of a fraction,
the numerator of which is the sum of
the aggregate Certificate Principal Balance
of the Mezzanine Certificates, the
Class B Certificates and the Class C
Certificates, and the denominator of which
is the the aggregate Stated Principal
Balance of the Mortgage Loans, calculated
prior to taking into account payments of
principal on the Mortgage Loans and
distribution of the Group I Principal
Distribution Amount and the Group II
Principal Distribution Amount to the
Holders of the Certificates then entitled
to distributions of principal on such
Distribution Date.
"Cumulative Loss Percentage": With respect to any Distribution
Date, the percentage equivalent of a
fraction, the numerator of which is the
aggregate amount of Realized Losses
incurred from the Cut-off Date to the last
day of the preceding calendar month and the
denominator of which is the
aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-off Date.
"Cut-off Date": With respect to each Mortgage Loan, May 15,
2005.
"Cut-off Date Principal Balance": With respect to any Mortgage
Loan, the unpaid Stated Principal Balance
thereof as of the Cut-off Date of such
Mortgage Loan (or as of the applicable date
of substitution with respect to a
Qualified Substitute Mortgage Loan), after
giving effect to scheduled payments
due on or before the Cut-off Date, whether
or not received.
"Debt Service Reduction": With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment
for such Mortgage Loan by a court of
competent jurisdiction in a proceeding
under the Bankruptcy Code, except such a
reduction resulting from a Deficient
Valuation.
"Deficient Valuation": With respect to any Mortgage Loan, a
valuation of the related Mortgaged Property
by a court of competent jurisdiction
in an amount less than the then outstanding
Stated Principal Balance of the
Mortgage Loan, which valuation results from
a proceeding initiated under the
Bankruptcy Code.
"Definitive Certificates": As defined in Section 5.02(c)
hereof.
"Deleted Mortgage Loan": A Mortgage Loan replaced or to be
replaced by one or more Qualified
Substitute Mortgage Loans.
"Delinquency Percentage": For any Distribution Date, the
percentage obtained by dividing (x) the
aggregate Stated Principal Balance of
Mortgage Loans that are Delinquent 60 days
or more (including Mortgage Loans
that are REO Properties, in foreclosure or
in bankruptcy and that are also
Delinquent 60 days or more) by (y) the
aggregate Stated Principal Balance of the
Mortgage Loans, in each case, as of the
last day of the previous calendar month.
"Delinquent": With respect to any Mortgage Loan and related
Monthly Payment, the Monthly Payment due on
a Due Date which is not made by the
Close of Business on the next scheduled Due
Date for such Mortgage Loan. For
example, a Mortgage Loan is 60 or more days
Delinquent if the Monthly Payment
due on a Due Date is not made by the Close
of Business on the second scheduled
Due Date after such Due Date.
"Depositor": Financial Asset Securities Corp., a Delaware
corporation, or any successor in
interest.
"Depository": The initial Depository shall be The Depository
Trust Company, whose nominee 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 Participant": A broker, dealer, bank or other
financial institution or other person for
whom from time to time a Depository
effects book-entry transfers and pledges of
securities deposited with the
Depository.
"Determination Date": With respect to any Distribution Date
will be the 19th calendar day of the month
in which such Distribution Date
occurs.
"Directly Operate": With respect to any REO Property, the
furnishing or rendering of services to the
tenants thereof, the management or
operation of such REO Property, the holding
of such REO Property primarily for
sale to customers, the performance of any
construction work thereon or any use
of such REO Property in a trade or business
conducted by the REMIC other than
through an Independent Contractor;
provided, however, that the Trustee (or the
Servicer on behalf of the Trustee) shall
not be considered to Directly Operate
an REO Property solely because the Trustee
(or the Servicer on behalf of the
Trustee) establishes rental terms, chooses
tenants, enters into or renews
leases, deals with taxes and insurance, or
makes decisions as to repairs or
capital expenditures with respect to such
REO Property.
"Disqualified Organization": A "disqualified organization"
under Section 860E of the Code, which as of
the Closing Date is any of: (i) 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, (ii) any organization
(other than a cooperative described
in Section 521 of the Code) which is exempt
from the tax imposed by Chapter 1 of
the Code unless such organization is
subject to the tax imposed by Section 511
of the Code, (iii) any organization
described in Section 1381(a)(2)(C) of the
Code or (iv) an "electing large
partnership" within the meaning of Section 775
of the Code. A corporation will not be
treated as an instrumentality of the
United States or of any state or political
subdivision thereof, if all of its
activities are subject to tax and, a
majority of its board of directors is not
selected by a governmental unit. The term
"United States", "state" and
"international organizations" shall have
the meanings set forth in Section 7701
of the Code.
"Distribution Account": The trust account or accounts created
and maintained by the Trustee pursuant to
Section 3.10(b) which shall be
entitled "Distribution Account, Deutsche
Bank National Trust Company, as
Trustee, in trust for the registered
Certificateholders of Soundview Home Loan
Trust 2005-DO1, Asset-Backed Certificates,
Series 2005-DO1" and which must be an
Eligible Account.
"Distribution Date": The 25th day of any calendar month, or if
such 25th day is not a Business Day, the
Business Day immediately following such
25th day, commencing in June 2005.
"Due Date": With respect to each Mortgage Loan and any
Distribution Date, the first day of the
calendar month in which such
Distribution Date occurs on which the
Monthly Payment for such Mortgage Loan was
due (or, in the case of any Mortgage Loan
under the terms of which the Monthly
Payment for such Mortgage Loan was due on a
day other than the first day of the
calendar month in which such Distribution
Date occurs, the day during the
related Due Period on which such Monthly
Payment was due), exclusive of any days
of grace.
"Due Period": With respect to any Distribution Date, the
period commencing on the second day of the
month preceding the month in which
such Distribution Date occurs and ending on
the first day of the month in which
such Distribution Date occurs; provided,
however, with respect to the first
Distribution Date the Due Period will
commence on May 16, 2005 and end on June
1, 2005.
"Eligible Account": Any of (i) an account or accounts
maintained with a federal or state
chartered depository institution or trust
company the short-term unsecured debt
obligations of which (or, in the case of a
depository institution or trust company
that is the principal subsidiary of a
holding company, the short-term unsecured
debt obligations of such holding
company) are rated A-1+ by S&P, F-1 by
Fitch and P-1 by Moody's (or comparable
ratings if S&P, Fitch and Moody's are
not the Rating Agencies) at the time any
amounts are held on deposit therein, (ii)
an account or accounts the deposits in
which are fully insured by the FDIC up to
the insured amount, (iii) a trust
account or accounts maintained with the
trust department of a federal or state
chartered depository institution, national
banking association or trust company
acting in its fiduciary capacity or (iv) an
account otherwise acceptable to each
Rating Agency without reduction or
withdrawal of their then current ratings of
the Certificates as evidenced by a letter
from each Rating Agency to the
Trustee. Eligible Accounts may bear
interest.
"ERISA": The Employee Retirement Income Security Act of 1974,
as amended.
"Escrow Account": The account or accounts created and
maintained pursuant to Section 3.09.
"Escrow Payments": The amounts constituting ground rents,
taxes, assessments, water rates, fire and
hazard insurance premiums and other
payments required to be escrowed by the
Mortgagor with the mortgagee pursuant to
any Mortgage Loan.
"Excess Overcollateralized Amount": With respect to the
Floating Rate Certificates and any
Distribution Date, the excess, if any, of (i)
the Overcollateralized Amount for such
Distribution Date, assuming that 100% of
the Principal Remittance Amount is applied
as a principal payment on such
Distribution Date over (ii) the
Overcollateralization Target Amount for such
Distribution Date.
"Extra Principal Distribution Amount": With respect to any
Distribution Date, the lesser of (x) the
Monthly Interest Distributable Amount
payable on the Class C Certificates on such
Distribution Date as reduced by
Realized Losses allocated thereto with
respect to such Distribution Date
pursuant to Section 4.08 and (y) the
Overcollateralization Deficiency Amount for
such Distribution Date.
"Fannie Mae": Federal National Mortgage Association or any
successor thereto.
"FDIC": Federal Deposit Insurance Corporation or any successor
thereto.
"Final Recovery Determination": With respect to any defaulted
Mortgage Loan or any REO Property (other
than a Mortgage Loan or REO Property
purchased by the Originator, the Seller or
the Servicer pursuant to or as
contemplated by Section 2.03, 3.16(c) or
10.01), a determination made by the
Servicer that all Insurance Proceeds,
Liquidation Proceeds and other payments or
recoveries which the Servicer, in its
reasonable good faith judgment, expects to
be finally recoverable in respect thereof
have been so recovered. The Servicer
shall maintain records, prepared by a
Servicing Officer, of each Final Recovery
Determination made thereby.
"Fitch": Fitch Ratings, or its successor in interest.
"Fixed-Rate Mortgage Loan": A first lien or second lien
Mortgage Loan which provides for a fixed
Mortgage Rate payable with respect
thereto. The Fixed-Rate Mortgage Loans are
identified as such on the Mortgage
Loan Schedule.
"Floating Rate Certificates": Any Class A Certificate,
Mezzanine Certificate or Class B
Certificate.
"Formula Rate": For any Distribution Date and any Class of the
Floating Rate Certificates, the lesser of
(i) the Base Rate and (ii) the Maximum
Cap Rate.
"Freddie Mac": The Federal Home Loan Mortgage Corporation, or
any successor thereto.
"Gross Margin": With respect to each Adjustable-Rate Mortgage
Loan, the fixed percentage set forth in the
related Mortgage Note that is added
to the Index on each Adjustment Date in
accordance with the terms of the related
Mortgage Note used to determine the
Mortgage Rate for such Mortgage Loan.
"Group I Allocation Percentage": With respect to any
Distribution Date, the percentage
equivalent of a fraction, the numerator of
which is (i) the Group I Principal
Remittance Amount for such Distribution Date,
and the denominator of which is (ii) the
Principal Remittance Amount for such
Distribution Date.
"Group I Basic Principal Distribution Amount": With respect to
any Distribution Date, the excess of (i)
the Group I Principal Remittance Amount
for such Distribution Date over (ii)(a) the
Overcollateralization Release
Amount, if any, for such Distribution Date
multiplied by (b) the Group I
Allocation Percentage.
"Group I Certificates": Any Class I-A1 Certificate.
"Group I Interest Remittance Amount": With respect to any
Distribution Date, that portion of the
Available Funds for such Distribution
Date attributable to interest received or
advanced with respect to the Group I
Mortgage Loans.
"Group I Mortgage Loan": A Mortgage Loan assigned to Loan
Group I with a Stated Principal Balance at
origination that conforms to Fannie
Mae and Freddie Mac loan limits. The
aggregate principal balance of the Group I
Mortgage Loans as of the Cut-off Date is
equal to $444,506,969.23.
"Group I Principal Distribution Amount": With respect to any
Distribution Date, the sum of (i) the Group
I Basic Principal Distribution
Amount for such Distribution Date and
(ii)(a) the Extra Principal Distribution
Amount for such Distribution Date
multiplied by (b) the Group I Allocation
Percentage.
"Group I Principal Remittance Amount": With respect to any
Distribution Date, that portion of
Available Funds equal to the sum of (i) each
scheduled payment of principal collected or
advanced on the Group I Mortgage
Loans by the Servicer that were due during
the related Due Period, (ii) the
principal portion of all full Principal
Prepayments of the Group I Mortgage
Loans applied by the Servicer during the
related Prepayment Period, (iii) the
principal portion of all related partial
Principal Prepayments, Net Liquidation
Proceeds, Insurance Proceeds and Subsequent
Recoveries received during the prior
calendar month with respect to the Group I
Mortgage Loans, (iv) that portion of
the Purchase Price, representing principal
of any repurchased Group I Mortgage
Loan, deposited to the Collection Account
during the prior calendar month, (v)
the principal portion of any related
Substitution Adjustments deposited in the
Collection Account during the prior
calendar month with respect to the Group I
Mortgage Loans, and (vi) on the
Distribution Date on which the Trust Fund is to
be terminated pursuant to Section 10.01,
that portion of the Termination Price,
in respect of principal on the Group I
Mortgage Loans.
"Group I Senior Principal Distribution Amount": The excess of
(x) the Certificate Principal Balance of
the Group I Certificates immediately
prior to such Distribution Date over (y)
the lesser of (A) the product of (i)
59.74% and (ii) the aggregate Stated
Principal Balance of the Group I Mortgage
Loans as of the last day of the related Due
Period (after giving effect to
scheduled payments of principal due during
the related Due Period, to the extent
received or advanced, and unscheduled
collections of principal received during
the related Prepayment Period) and (B) the
aggregate Stated Principal Balance of
the Group I Mortgage Loans as of the last
day of the related Due Period (after
giving effect to scheduled payments of
principal due during the related Due
Period, to the extent received or advanced,
and unscheduled collections of
principal received during the related
Prepayment Period) minus the related
Overcollateralization Floor.
"Group II Allocation Percentage": With respect to any
Distribution Date, the percentage
equivalent of a fraction, the numerator of
which is (i) the Group II Principal
Remittance Amount for such Distribution
Date, and the denominator of which is (ii)
the Principal Remittance Amount for
such Distribution Date.
"Group II Basic Principal Distribution Amount": With respect
to any Distribution Date, the excess of (i)
the Group II Principal Remittance
Amount for such Distribution Date over
(ii)(a) the Overcollateralization Release
Amount, if any, for such Distribution Date
multiplied by (b) the Group II
Allocation Percentage.
"Group II Certificates": Any Class II-A1 Certificate, Class
II-A2 Certificate, Class II-A3 Certificate
or Class II-A4 Certificate.
"Group II Interest Remittance Amount": With respect to any
Distribution Date, that portion of the
Available Funds for such Distribution
Date attributable to interest received or
advanced with respect to the Group II
Mortgage Loans.
"Group II Mortgage Loan": A Mortgage Loan assigned to Loan
Group II with a Stated Principal Balance at
origination that may or may not
conform to Fannie Mae and Freddie Mac loan
limits. The aggregate principal
balance of the Group II Mortgage Loans as
of the Cut-off Date is equal to
$171,322,953.01.
"Group II Principal Distribution Amount": With respect to any
Distribution Date, the sum of (i) the Group
II Basic Principal Distribution
Amount for such Distribution Date and
(ii)(a) the Extra Principal Distribution
Amount for such Distribution Date
multiplied by (b) the Group II Allocation
Percentage.
"Group II Principal Remittance Amount": With respect to any
Distribution Date, that portion of
Available Funds equal to the sum of (i) each
scheduled payment of principal collected or
advanced on the Group II Mortgage
Loans by the Servicer that were due during
the related Due Period, (ii) the
principal portion of all full Principal
Prepayments of the Group II Mortgage
Loans applied by the Servicer during the
related Prepayment Period, (iii) the
principal portion of all related partial
Principal Prepayments, Net Liquidation
Proceeds, Insurance Proceeds and Subsequent
Recoveries received during the prior
calendar month with respect to the Group II
Mortgage Loans, (iv) that portion of
the Purchase Price, representing principal
of any repurchased Group II Mortgage
Loan, deposited to the Collection Account
during the prior calendar month, (v)
the principal portion of any related
Substitution Adjustments deposited in the
Collection Account during the prior
calendar month with respect to the Group II
Mortgage Loans and (vi) on the Distribution
Date on which the Trust Fund is to
be terminated pursuant to Section 10.01,
that portion of the Termination Price,
in respect of principal on the Group II
Mortgage Loans.
"Group II Senior Principal Distribution Amount": The excess of
(x) the aggregate Certificate Principal
Balance of the Group II Certificates
immediately prior to such Distribution Date
over (y) the lesser of (A) the
product of (i) 59.74% and (ii) the
aggregate Stated Principal Balance of the
Group II Mortgage Loans as of the last day
of the related Due Period (after
giving effect to scheduled payments of
principal due during the related Due
Period, to the extent received or advanced,
and unscheduled collections of
principal received during the related
Prepayment Period) and (B) the aggregate
Stated Principal Balance of the Group II
Mortgage Loans as of the last day of
the related Due Period (after giving effect
to scheduled payments of principal
due during the related Due Period, to the
extent received or advanced, and
unscheduled collections of principal
received during the related Prepayment
Period) minus the related
Overcollateralization Floor.
"Highest Priority": As of any date of determination, the Class
of Mezzanine Certificates or Class B
Certificates then outstanding with a
Certificate Principal Balance greater than
zero, with the highest priority for
payments pursuant to Section 4.01, in the
following order of decreasing
priority: Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5, Class M-6,
Class M-7, Class M-8, Class M-9, Class
M-10, Class M-11, Class B-1 and Class B-2
Certificates.
"Indenture": An indenture relating to the issuance of notes
secured by the Class C Certificates, the
Class P Certificates and/or the Class R
Certificates (or any portion thereof).
"Independent": When used with respect to any specified Person,
any such Person who (a) is in fact
independent of the Depositor, the Servicer
and their respective Affiliates, (b) does
not have any direct financial interest
in or any material indirect financial
interest in the Depositor or the Servicer
or any Affiliate thereof, and (c) is not
connected with the Depositor or the
Servicer or any Affiliate thereof as an
officer, employee, promoter,
underwriter, trustee, partner, director or
Person performing similar functions;
provided, however, that a Person shall not
fail to be Independent of the
Depositor or the Servicer or any Affiliate
thereof merely because such Person is
the beneficial owner of 1% or less of any
class of securities issued by the
Depositor or the Servicer or any Affiliate
thereof, as the case may be.
"Independent Contractor": Either (i) any Person (other than
the Servicer) that would be an "independent
contractor" with respect to any of
the REMICs created hereunder within the
meaning of Section 856(d)(3) of the Code
if such REMIC were a real estate investment
trust (except that the ownership
tests set forth in that section shall be
considered to be met by any Person that
owns, directly or indirectly, 35% or more
of any Class of Certificates), so long
as each such REMIC does not receive or
derive any income from such Person and
provided that the relationship between such
Person and such REMIC is at arm's
length, all within the meaning of Treasury
Regulation Section 1.856-4(b)(5), or
(ii) any other Person (including the
Servicer) if the Trustee has received an
Opinion of Counsel to the effect that the
taking of any action in respect of any
REO Property by such Person, subject to any
conditions therein specified, that
is otherwise herein contemplated to be
taken by an Independent Contractor will
not cause such REO Property to cease to
qualify as "foreclosure property" within
the meaning of Section 860G(a)(8) of the
Code (determined without regard to the
exception applicable for purposes of
Section 860D(a) of the Code), or cause any
income realized in respect of such REO
Property to fail to qualify as Rents from
Real Property.
"Index": With respect to each Adjustable-Rate Mortgage Loan
and with respect to each related Adjustment
Date, the index as specified in the
related Mortgage Note.
"Initial Certificate Principal Balance": With respect to any
Regular Certificate, the amount designated
"Initial Certificate Principal
Balance" on the face thereof.
"Insurance Proceeds": Proceeds of any title policy, hazard
policy or other insurance policy covering a
Mortgage Loan, to the extent such
proceeds are received by the Servicer and
are not to be applied to the
restoration of the related Mortgaged
Property or released to the Mortgagor in
accordance with the procedures that the
Servicer would follow in servicing
mortgage loans held for its own account,
subject to the terms and conditions of
the related Mortgage Note and Mortgage.
"Interest Determination Date": With respect to the Floating
Rate Certificates and each Accrual Period,
the second LIBOR Business Day
preceding the commencement of such Accrual
Period.
"Late Collections": With respect to any Mortgage Loan, all
amounts received subsequent to the
Determination Date immediately following any
related Due Period, whether as late
payments of Monthly Payments or as Insurance
Proceeds, Liquidation Proceeds or
otherwise, which represent late payments or
collections of principal and/or interest
due (without regard to any acceleration
of payments under the related Mortgage and
Mortgage Note) but delinquent on a
contractual basis for such Due Period and
not previously recovered.
"LIBOR": With respect to each Accrual Period, the rate
determined by the Trustee on the related
Interest Determination Date on the
basis of the London interbank offered rate
for one-month United States dollar
deposits, as such rate appears on the
Telerate Page 3750, as of 3:00 p.m.
(London time) on such Interest
Determination Date. If such rate does not appear
on Telerate Page 3750, the rate for such
Interest Determination Date will be
determined on the basis of the offered
rates of the Reference Banks for
one-month United States dollar deposits, as
of 11:00 a.m. (London time) on such
Interest Determination Date. The Trustee
will request the principal London
office of each of the Reference Banks to
provide a quotation of its rate. On
such Interest Determination Date, LIBOR for
the related Accrual Period will be
established by the Trustee as follows:
(i) If on such
Interest Determination Date two or more
Reference Banks provide such offered quotations, 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 1/16
of
1%); and
(ii)
If on such Interest Determination Date fewer than two
Reference Banks provide such offered quotations, LIBOR for the
related
Accrual Period shall be the higher of (i) LIBOR as determined on
the
previous Interest Determination Date and (ii) the Reserve
Interest
Rate.
"LIBOR Business Day": Any day on which banks in London,
England and The City of New York are open
and conducting transactions in foreign
currency and exchange.
"Liquidated Mortgage Loan": As to any Distribution Date, any
Mortgage Loan in respect of which the
Servicer has determined, in accordance
with the servicing procedures specified
herein, as of the end of the related
Prepayment Period, that all Liquidation
Proceeds which it expects to recover
with respect to the liquidation of the
Mortgage Loan or disposition of the
related REO Property have been
recovered.
"Liquidation Event": With respect to any Mortgage Loan, any of
the following events: (i) such Mortgage
Loan is paid in full, (ii) a Final
Recovery Determination is made as to such
Mortgage Loan or (iii) such Mortgage
Loan is removed from the Trust Fund by
reason of its being purchased, sold or
replaced pursuant to or as contemplated by
Section 2.03, Section 3.16(c) or
Section 10.01. With respect to any REO
Property, either of the following events:
(i) a Final Recovery Determination is made
as to such REO Property or (ii) such
REO Property is removed from the Trust Fund
by reason of its being sold or
purchased pursuant to Section 3.23 or
Section 10.01.
"Liquidation Proceeds": The amount (other than amounts
received in respect of the rental of any
REO Property prior to REO Disposition)
received by the Servicer in connection with
(i) the taking of all or a part of a
Mortgaged Property by exercise of the power
of eminent domain or condemnation,
(ii) the liquidation of a defaulted
Mortgage Loan by means of a trustee's sale,
foreclosure sale or otherwise or (iii) the
repurchase, substitution or sale of a
Mortgage Loan or an REO Property pursuant
to or as contemplated by Section 2.03,
Section 3.16(c), Section 3.23 or Section
10.01.
"Loan-to-Value Ratio": As of any date and as to any Mortgage
Loan, the fraction, expressed as a
percentage, the numerator of which is the
Stated Principal Balance of the Mortgage
Loan and the denominator of which is
the Value of the related Mortgaged
Property.
"Loan Group": Either Loan Group I or Loan Group II, as the
context requires.
"Loan Group I": The group of Mortgage Loans identified in the
Mortgage Loan Schedule as having been
assigned to Loan Group I.
"Loan Group II": The group of Mortgage Loans identified in the
Mortgage Loan Schedule as having been
assigned to Loan Group II.
"Losses": As defined
in Section 9.03.
"Lost Note Affidavit": With respect to any Mortgage Loan as to
which the original Mortgage Note has been
permanently lost, misplaced or
destroyed and has not been replaced, an
affidavit from the Originator certifying
that the original Mortgage Note has been
lost, misplaced or destroyed (together
with a copy of the related Mortgage Note)
and indemnifying the Trust against any
loss, cost or liability resulting from the
failure to deliver the original
Mortgage Note in the form of Exhibit H
hereto.
"Majority Certificateholders": The Holders of Certificates
evidencing at least 51% of the Voting
Rights.
"Marker Rate": With respect to the Class C Interest and any
Distribution Date, a per annum rate equal
to two (2) times the weighted average
of the Uncertificated REMIC 1 Pass Through
Rates for REMIC 1 Regular Interest
LTIA1, REMIC 1 Regular Interest LTIIA1,
REMIC 1 Regular Interest LTIIA2, REMIC 1
Regular Interest LTIIA3, REMIC 1 Regular
Interest LTIIA4, REMIC 1 Regular
Interest LTM1, REMIC 1 Regular Interest
LTM2, REMIC 1 Regular Interest LTM3,
REMIC 1 Regular Interest LTM4, REMIC 1
Regular Interest LTM5, REMIC 1 Regular
Interest LTM6, REMIC 1 Regular Interest
LTM7, REMIC 1 Regular Interest LTM8,
REMIC 1 Regular Interest LTM9, REMIC 1
Regular Interest LTM10, REMIC 1 Regular
Interest LTM11, REMIC 1 Regular Interest
LTB1, REMIC 1 Regular Interest LTB2 and
REMIC 1 Regular Interest LTZZ, with the
rate on each such REMIC 1 Regular
Interest (other than REMIC 1 Regular
Interest LTZZ) subject to a cap equal to
the lesser of (i) LIBOR plus the related
Certificate Margin for the related
Corresponding Certificate and (ii) the Net
WAC Rate for the purpose of this
calculation and with the rate on REMIC 1
Regular Interest LTZZ subject to a cap
of zero for the purpose of this
calculation; provided, however, that for this
purpose, calculations of the Uncertificated
REMIC 1 Pass Through Rate and the
related caps with respect to each such
REMIC 1 Regular Interest (other than
REMIC 1 Regular Interest LTZZ) shall be
multiplied by a fraction, the numerator
of which is the actual number of days in
the Accrual Period and the denominator
of which is 30.
"Master Agreement": Any of the Master Mortgage Loan Purchase
and Interim Servicing Agreement between the
Originator and the Seller.
"Maximum Cap Rate": For any Distribution Date and any Class of
the Floating Rate Certificates, a per annum
rate equal to the product of (x) the
weighted average of the Adjusted Net
Maximum Mortgage Rates of the Mortgage
Loans, weighted on the basis of the
outstanding Principal Balances of the
Mortgage Loans as of the first day of the
month preceding the month of such
Distribution Date and (y) a fraction, the
numerator of which is 30 and the
denominator of which is the actual number
of days elapsed in the related Accrual
Period.
"Maximum Uncertificated Accrued Interest Deferral Amount":
With respect to any Distribution Date, the
excess of (a) accrued interest at the
Uncertificated REMIC 1 Pass Through Rate
applicable to REMIC 1 Regular Interest
LTZZ for such Distribution Date on a
balance equal to the Uncertificated
Principal Balance of REMIC 1 Regular
Interest LTZZ minus the REMIC 1
Overcollateralization Amount, in each case
for such Distribution Date, over (b)
the sum of the Uncertificated Accrued
Interest on REMIC 1 Regular Interest
LTIA1, REMIC 1 Regular Interest LTIIA1,
REMIC 1 Regular Interest LTIIA2, REMIC 1
Regular Interest LTIIA3, REMIC 1 Regular
Interest LTIIA4, REMIC 1 Regular
Interest LTM1, REMIC 1 Regular Interest
LTM2, REMIC 1 Regular Interest LTM3,
REMIC 1 Regular Interest LTM4, REMIC 1
Regular Interest LTM5, REMIC 1 Regular
Interest LTM6, REMIC 1 Regular Interest
LTM7, REMIC 1 Regular Interest LTM8,
REMIC 1 Regular Interest LTM9, REMIC 1
Regular Interest LTM10, REMIC 1 Regular
Interest LTM11, REMIC 1 Regular Interest
LTB1 and REMIC 1 Regular Interest LTB2
with the rate on each such REMIC 1 Regular
Interest subject to a cap equal to
the lesser of (i) LIBOR plus the related
Certificate Margin for the related
Corresponding Certificate and (ii) the Net
WAC Rate for the purpose of this
calculation; provided, however, that for
this purpose, calculations of the
Uncertificated REMIC 1 Pass Through Rate
and the related caps with respect to
each such REMIC 1 Regular Interest shall be
multiplied by a fraction, the
numerator of which is the actual number of
days in the Accrual Period and the
denominator of which is 30.
"Maximum Mortgage Rate": With respect to each Adjustable-Rate
Mortgage Loan, the percentage set forth in
the related Mortgage Note as the
maximum Mortgage Rate thereunder.
"MERS": Mortgage Electronic Registration Systems, Inc., a
corporation organized and existing under
the laws of the State of Delaware, or
any successor thereto.
"MERS(R) System": The system of recording transfers of
Mortgages electronically maintained by
MERS.
"MIN": The Mortgage Identification Number for Mortgage Loans
registered with MERS on the MERS(R)
System.
"MOM Loan": With respect to any applicable Mortgage Loan,
MERS acting as the mortgagee of such
Mortgage Loan, solely as nominee for the
originator of such Mortgage Loan and its
successors and assigns, at the
origination thereof.
"Mezzanine Certificate": Any Class M-1 Certificate, Class M-2
Certificate, Class M-3 Certificate, Class
M-4 Certificate, Class M-5
Certificate, Class M-6 Certificate, Class
M-7 Certificate, Class M-8
Certificate, Class M-9 Certificate, Class
M-10 Certificate or Class M-11
Certificate.
"Minimum
Mortgage Rate": With respect to each Adjustable-Rate
Mortgage Loan, the percentage set forth in
the related Mortgage Note as the
minimum Mortgage Rate thereunder.
"Monthly Interest Distributable Amount": With respect to any
Class of the Floating Rate Certificates and
Class C Certificates and any
Distribution Date, the amount of interest
accrued during the related Accrual
Period at the related Pass-Through Rate on
the Certificate Principal Balance (or
Notional Amount in the case of the Class C
Certificates) of such Class
immediately prior to such Distribution
Date, in each case, reduced by any Net
Prepayment Interest Shortfalls, Relief Act
Interest Shortfalls.
"Monthly Payment": With respect to any Mortgage Loan, the
scheduled monthly payment of principal and
interest on such Mortgage Loan which
is payable by the related Mortgagor from
time to time under the related Mortgage
Note, determined: (a) after giving effect
to (i) any Deficient Valuation and/or
Debt Service Reduction with respect to such
Mortgage Loan, (ii) any
modifications to a Mortgage Loan pursuant
to Section 3.07 and (iii) any
reduction in the amount of interest
collectible from the related Mortgagor
pursuant to the Relief Act; (b) without
giving effect to any extension granted
or agreed to by the Servicer pursuant to
Section 3.07; and (c) on the assumption
that all other amounts, if any, due under
such Mortgage Loan are paid when due.
"Moody's": Moody's Investors Service, Inc., or its successor
in interest.
"Mortgage": The mortgage, deed of trust or other instrument
creating a first or second lien on, or
first or second priority security
interest in, a Mortgaged Property securing
a Mortgage Note.
"Mortgage
File": The mortgage documents listed in Section 2.01
pertaining to a particular Mortgage Loan
and any additional documents required
to be added to the Mortgage File pursuant
to this Agreement.
"Mortgage Loan": Each mortgage loan transferred and assigned
to the Trustee pursuant to Section 2.01 or
Section 2.03(d) as from time to time
held as a part of the Trust Fund, the
Mortgage Loans so held being identified in
the Mortgage Loan Schedule.
"Mortgage Loan Schedule": As of any date, the list of Mortgage
Loans included in REMIC 1 on such date,
separately identifying the Group I
Mortgage Loans and the Group II Mortgage
Loans, attached hereto as Exhibit D.
The Mortgage Loan Schedule shall be
prepared by the Seller and shall set forth
the following information with respect to
each Mortgage Loan, as applicable:
(1) the
Mortgage Loan identifying number;
(2)
[reserved];
(3) the state
and zip code of the Mortgaged Property;
(4) a code
indicating whether the Mortgaged Property was
represented by the borrower, at the time of origination, as
being owner-occupied;
(5) the type
of Residential Dwelling constituting the
Mortgaged Property;
(6) the
original months to maturity;
(7) the stated
remaining months to maturity from the
Cut-off Date based on the original amortization schedule;
(8) the
Loan-to-Value Ratio at origination;
(9) the
Mortgage Rate in effect immediately following the
Cut-off Date;
(10)
the date on which the first Monthly Payment was due
on the Mortgage Loan;
(11)
the stated maturity date;
(12)
the amount of the Monthly Payment at origination;
(13)
the amount of the Monthly Payment due on the first
Due Date after the Cut- off Date;
(14)
the last Due Date on which a Monthly Payment was
actually applied to the unpaid Stated Principal Balance;
(15)
the original principal amount of the Mortgage Loan;
(16)
the Stated Principal Balance of the Mortgage Loan as
of the Close of Business on the Cut-off Date;
(17)
a code indicating the purpose of the Mortgage Loan
(i.e., purchase financing, rate/term refinancing, cash-out
refinancing);
(18)
the Mortgage Rate at origination;
(19)
a code indicating the documentation program (i.e.,
full documentation, limited income verification, no income
verification, alternative income verification);
(20)
the risk grade;
(21)
the Value of the Mortgaged Property;
(22)
the sale price of the Mortgaged Property, if
applicable;
(23)
the actual unpaid principal balance of the Mortgage
Loan as of the Cut-off Date;
(24)
the type and term of the related Prepayment Charge;
(25)
with respect to any Adjustable-Rate Mortgage Loan,
the rounding code, the minimum Mortgage Rate, the maximum
Mortgage Rate, the
Gross Margin, the next Adjustment Date and
the Periodic Rate Cap;
(26)
the program code;
(27)
the Loan Group; and
(28)
the lien priority.
The Mortgage Loan Schedule shall set forth the following
information, with respect to the Mortgage
Loans in the aggregate and for each
Loan Group as of the Cut-off Date: (1) the
number of Mortgage Loans (separately
identifying the number of Fixed-Rate
Mortgage Loans and the number of
Adjustable-Rate Mortgage Loans); (2) the
current Principal Balance of the
Mortgage Loans; (3) the weighted average
Mortgage Rate of the Mortgage Loans and
(4) the weighted average remaining term to
maturity of the Mortgage Loans. The
Mortgage Loan Schedule shall be amended
from time to time by the Servicer in
accordance with the provisions of this
Agreement. With respect to any Qualified
Substitute Mortgage Loan, Cut-off Date
shall refer to the related Cut-off Date
for such Mortgage Loan, determined in
accordance with the definition of Cut-off
Date herein. On the Closing Date, the
Depositor will deliver to the Servicer, as
of the Cut-off Date, an electronic copy of
the Mortgage Loan Schedule.
"Mortgage Note": The original executed note or other evidence
of indebtedness evidencing the indebtedness
of a Mortgagor under a Mortgage
Loan.
"Mortgage Pool": The pool of Mortgage Loans, identified on
Exhibit D from time to time, and any REO
Properties acquired in respect thereof.
"Mortgage Rate": With respect to each Fixed-Rate Mortgage
Loan, the rate set forth in the related
Mortgage Note. With respect to each
Adjustable-Rate Mortgage Loan, the annual
rate at which interest accrues on such
Mortgage Loan from time to time in
accordance with the provisions of the related
Mortgage Note, which rate (A) as of any
date of determination until the first
Adjustment Date following the Cut-off Date
shall be the rate set forth in the
Mortgage Loan Schedule as the Mortgage Rate
in effect immediately following the
Cut-off Date and (B) as of any date of
determination thereafter shall be the
rate as adjusted on the most recent
Adjustment Date, to equal the sum, rounded
to the next highest or nearest 0.125% (as
provided in the Mortgage Note), of the
Index, determined as set forth in the
related Mortgage Note, plus the related
Gross Margin subject to the limitations set
forth in the related Mortgage Note.
With respect to each Mortgage Loan that
becomes an REO Property, as of any date
of determination, the annual rate
determined in accordance with the immediately
preceding sentence as of the date such
Mortgage Loan became an REO Property.
"Mortgaged Property": The underlying property securing a
Mortgage Loan, including any REO Property,
consisting of a fee simple estate in
a parcel of real property improved by a
Residential Dwelling.
"Mortgagor": The
obligor on a Mortgage Note.
"Net Liquidation Proceeds": With respect to any Liquidated
Mortgage Loan or any other disposition of
related Mortgaged Property (including
REO Property) the related Liquidation
Proceeds and Insurance Proceeds net of
Advances, Servicing Advances, Servicing
Fees and any other accrued and unpaid
servicing fees or ancillary income received
and retained in connection with the
liquidation of such Mortgage Loan or
Mortgaged Property.
"Net Monthly Excess Cashflow": With respect to each
Distribution Date, the sum of (a) any
Overcollateralization Release Amount for
such Distribution Date and (b) the excess
of (x) Available Funds for such
Distribution Date over (y) the sum for such
Distribution Date of (A) the Monthly
Interest Distributable Amounts for the
Floating Rate Certificates, (B) the
Unpaid Interest Shortfall Amounts for the
Class A Certificates and (C) the
Principal Remittance Amount.
"Net Mortgage Rate": With respect to any Mortgage Loan (or the
related REO Property), as of any date of
determination, a per annum rate of
interest equal to the then applicable
Mortgage Rate for such Mortgage Loan minus
the Servicing Fee Rate.
"Net Prepayment Interest Shortfall": With respect to any
Distribution Date, the excess, if any, of
any Prepayment Interest Shortfalls for
such date over the related Compensating
Interest.
"Net WAC Rate": For any Distribution Date and any Class of the
Floating Rate Certificates, a per annum
rate equal to the product of (a) a
fraction, expressed as a percentage, the
numerator of which is the amount of
interest which accrued on the Mortgage
Loans in the prior calendar month for
such Distribution Date minus the aggregate
Servicing Fee accrued for the
Mortgage Loans and the denominator of which
is the sum of (a) the aggregate
Principal Balance of the Mortgage Loans as
of the first day of the calendar
month preceding the month of such
Distribution Date (or as of the Cut-off Date
with respect to the first Distribution
Date) and (b) a fraction whose numerator
is 360 and whose denominator is the actual
number of days in the related Accrual
Period. For federal income tax purposes,
the economic equivalent of such rate
shall be expressed as the weighted average
of the REMIC 1 Pass-Through Rates on
the REMIC 1 Regular Interests, weighted on
the basis of the Uncertificated
Principal Balance of each such REMIC 1
Regular Interest.
"Net WAC Rate Carryover Amount": With respect to any Class of
the Floating Rate Certificates and any
Distribution Date, the sum of (A) the
positive excess of (i) the amount of
interest accrued on such Class of
Certificates on such Distribution Date
calculated at the related Formula Rate,
over (ii) the amount of interest accrued on
such Class of Certificates at the
Net WAC Rate for such Distribution Date and
(B) the Net WAC Rate Carryover
Amount for the previous Distribution Date
not previously paid, together with
interest thereon at a rate equal to the
related Formula Rate for the most
recently ended Accrual Period.
"Net WAC Rate Carryover Reserve Account": The account
established and maintained pursuant to
Section 4.07.
"New Lease": Any lease of REO Property entered into on behalf
of the Trust, including any lease renewed
or extended on behalf of the Trust if
the Trust has the right to renegotiate the
terms of such lease.
"Nonrecoverable Advance": Any Advance or Servicing Advance
previously made or proposed to be made in
respect of a Mortgage Loan or REO
Property that, in the good faith business
judgment of the Servicer, will not be
ultimately recoverable from Late
Collections, Insurance Proceeds, Liquidation
Proceeds or condemnation proceeds on such
Mortgage Loan or REO Property as
provided herein.
"Notional Amount": Immediately prior to any Distribution Date
with respect to the Class C Interest, the
aggregate of the Uncertificated
Principal Balances of REMIC Regular 1
Interests (other than REMIC 1 Regular
Interest LTP).
"Offered Certificates": The Class A Certificates and the
Mezzanine Certificates offered to the
public pursuant to the Prospectus
Supplement.
"Officers' Certificate": A certificate signed by the Chairman
of the Board, the Vice Chairman of the
Board, the President or a vice president
(however denominated), or by the Treasurer,
the Secretary, or one of the
assistant treasurers or assistant
secretaries of the Servicer, the Seller or the
Depositor, as applicable.
"Opinion of Counsel": A written opinion of counsel, who may,
without limitation, be a salaried counsel
for the Depositor or the Servicer,
acceptable to the Trustee, except that any
opinion of counsel relating to (a)
the qualification of any REMIC as a REMIC
or (b) compliance with the REMIC
Provisions must be an opinion of
Independent counsel.
"Optional Termination Date": The first Distribution Date on
which the Terminator may opt to terminate
the Trust Fund pursuant to Section
10.01.
"Original Class Certificate Principal Balance": With respect
to the Floating Rate Certificates, the
Class C Certificates, the Class C
Interest, the Class P Certificates and the
Class P Interest, the corresponding
amounts set forth opposite such Class above
in the Preliminary Statement.
"Originator": Decision One Mortgage Company, LLC, or its
respective successor in interest, as the
context requires.
"Overcollateralization Deficiency Amount": With respect to any
Distribution Date, the amount, if any, by
which the Overcollateralization Target
Amount exceeds the Overcollateralized
Amount on such Distribution Date (assuming
that 100% of the Principal Remittance
Amount is applied as a principal
distribution on such Distribution
Date).
"Overcollateralization Floor": With respect to the Group I
Certificates, $2,222,534.84. With respect
to the Group II Certificates,
$856,614.77. With respect to the Mezzanine
Certificates and the Class B
Certificates, $3,079,149.61.
"Overcollateralization Release Amount": With respect to any
Distribution Date, the lesser of (x) the
Principal Remittance Amount for such
Distribution Date and (y) the Excess
Overcollateralized Amount.
"Overcollateralization Target Amount": With respect to any
Distribution Date, 0.50% of the aggregate
Stated Principal Balance of the
Mortgage Loans as of the Cut-off Date.
Notwithstanding the foregoing, on and
after any Distribution Date following the
reduction of the aggregate Certificate
Principal Balance of the Floating Rate
Certificates to zero, the
Overcollateralization Target Amount shall
be zero.
"Overcollateralized Amount": For any Distribution Date, the
amount equal to (i) the aggregate Stated
Principal Balance of the Mortgage Loans
as of the last day of the related Due
Period (after giving effect to scheduled
payments of principal due during the
related Due Period, to the extent received
or advanced, and unscheduled collections of
principal received during the
related Prepayment Period) minus (ii) the
sum of the aggregate Certificate
Principal Balance of the Adjustable-Rate
Certificates and the Class P
Certificates as of such Distribution Date
after giving effect to distributions
to be made on such Distribution Date.
"Ownership Interest": As to any Certificate, any ownership or
security interest in such Certificate,
including any interest in such
Certificate as the Holder thereof and any
other interest therein, whether direct
or indirect, legal or beneficial, as owner
or as pledgee.
"Pass-Through Rate": With respect to any Class of the Floating
Rate Certificates and any Distribution
Date, the lesser of (x) the related
Formula Rate for such Distribution Date and
(y) the Net WAC Rate for such
Distribution Date. With respect to the
Class C Interest and any Distribution
Date, a per annum rate equal to the
percentage equivalent of a fraction, the
numerator of which is (x) the sum of (i)
100% of the interest on REMIC 1 Regular
Interest LTP and (ii) interest on the
Uncertificated Balance of each REMIC 1
Regular Interest listed in clause (y) at a
rate equal to the related
Uncertificated REMIC 1 Pass-Through Rate
minus the Marker Rate and the
denominator of which is (y) the aggregate
Uncertificated Balance of REMIC 1
Regular Interests LTAA, LTIA1, LTIIA1,
LTIIA2, LTAII3, LTIIA4, LTM1, LTM2, LTM3,
LTM4, LTM5, LTM6, LTM7, LTM8, LTM9, LTM10,
LTM11, LTB1, LTB2 and LTZZ.
With respect to the Class C Certificates, 100% of the interest
distributable to the Class C Interest,
expressed as a per annum rate.
"Paying Agent": Any paying agent appointed pursuant to Section
5.05.
"Percentage Interest": With respect to any Certificate (other
than a Residual Certificate), a fraction,
expressed as a percentage, the
numerator of which is the Certificate
Principal Balance represented by such
Certificate and the denominator of which is
the Original Class Certificate
Principal Balance of the related Class.
With respect to a Residual Certificate,
the portion of the Class evidenced thereby,
expressed as a percentage, as stated
on the face of such Certificate; provided,
however, that the sum of all such
percentages for each such Class totals
100%.
"Periodic Rate Cap": With respect to each Adjustable-Rate
Mortgage Loan and any Adjustment Date
therefor, the fixed percentage set forth
in the related Mortgage Note, which is the
maximum amount by which the Mortgage
Rate for such Mortgage Loan may increase or
decrease (without regard to the
Maximum Mortgage Rate or the Minimum
Mortgage Rate) on such Adjustment Date from
the Mortgage Rate in effect immediately
prior to such Adjustment Date.
"Permitted Investments": Any one or more of the following
obligations or securities acquired at a
purchase price of not greater than par,
regardless of whether issued or managed by
the Depositor, the Servicer, the
Trustee or any of their respective
Affiliates or for which an Affiliate of the
Trustee serves as an advisor:
(i) direct
obligations of, or obligations fully
guaranteed as to timely payment of principal and interest by,
the
United States or any agency or instrumentality thereof, provided
such
obligations are backed by the full faith and credit of the
United
States;
(ii)
(A) demand and time deposits in, certificates of
deposit of, bankers' acceptances issued by or federal funds sold by
any
depository institution or trust company (including the Trustee or
its
agent acting in their respective commercial capacities)
incorporated
under the laws of the United States of America or any state thereof
and
subject to supervision and examination by federal and/or state
authorities, so long as, at the time of such investment or
contractual
commitment providing for such investment, such depository
institution
or trust company (or, if the only Rating Agency is S&P, in the
case of
the principal depository institution in a depository
institution
holding company, debt obligations of the depository institution
holding
company) or its ultimate parent has a short-term uninsured debt
rating
in one of the two highest available ratings of Moody's and the
highest
available rating category of Fitch and S&P and provided that
each such
investment has an original maturity of no more than 365 days;
and
provided further that, if the only Rating Agency is S&P and if
the
depository or trust company is a principal subsidiary of a bank
holding
company and the debt obligations of such subsidiary are not
separately
rated, the
applicable rating shall be that of the bank holding company;
and, provided further that, if the original maturity of such
short-
term obligations of a domestic branch of a foreign depository
institution or trust company shall exceed 30 days, the
short-term
rating of such institution shall be A-1+ in the case of S&P if
S&P is
the Rating Agency; and (B) any other demand or time deposit or
deposit
which is fully insured by the FDIC;
(iii)
repurchase obligations with a term not to exceed 30
days with respect to any security described in clause (i) above
and
entered into with a depository institution or trust company (acting
as
principal) rated F-1+ or higher by Fitch, P-1 by Moody's and rated
A-1+
or higher by S&P, provided, however, that collateral
transferred
pursuant to such repurchase obligation must be of the type
described in
clause (i) above and must (A) be valued daily at current market
prices
plus accrued interest, (B) pursuant to such valuation, be equal, at
all
times, to 105% of the cash transferred by the Trustee in exchange
for
such collateral and (C) be delivered to the Trustee or, if the
Trustee
is supplying the collateral, an agent for the Trustee, in such a
manner
as to accomplish perfection of a security interest in the
collateral by
possession of certificated securities;
(iv)
securities bearing interest or sold at a discount
that are issued by any corporation incorporated under the laws of
the
United States of America or any State thereof and that are rated by
S&P
(and if rated by any other Rating Agency, also by such other
Rating
Agency) in its highest long-term unsecured rating category at the
time
of such investment or contractual commitment providing for such
investment;
(v) commercial
paper (including both non-interest-bearing
discount obligations and interest-bearing obligations payable on
demand
or on a specified date not more than 30 days after the date of
acquisition thereof) that is rated by S&P (and if rated by any
other
Rating Agency, also by such other Rating Agency) in its highest
short-term unsecured debt rating available at the time of such
investment;
(vi)
units of money market funds, including those money
market funds managed
or advised by the Trustee or its Affiliates, that
have been rated "AAA" by Fitch (if rated by Fitch), "Aaa" by
Moody's
and "AAAm" or "AAAm-G" by S&P; and
(vii) if
previously confirmed in writing to the Trustee,
any other demand, money market or time deposit, or any other
obligation, security or investment, as may be acceptable to the
Rating
Agencies in writing as a permitted investment of funds backing
securities having ratings equivalent to its highest initial rating
of
the Class A Certificates;
provided, that no instrument described
hereunder shall evidence either the right
to receive (a) only interest with respect
to the obligations underlying such
instrument or (b) both principal and
interest payments derived from obligations
underlying such instrument and the interest
and principal payments with respect
to such instrument provide a yield to
maturity at par greater than 120% of the
yield to maturity at par of the underlying
obligations.
"Permitted Transferee": Any transferee of a Residual
Certificate other than a Disqualified
Organization or a non-U.S. Person.
"Person": Any individual, corporation, limited liability
company, partnership, joint venture,
association, joint stock company, trust,
unincorporated organization or government
or any agency or political subdivision
thereof.
"Plan": Any employee benefit plan or certain other retirement
plans and arrangements, including
individual retirement accounts and annuities,
Keogh plans and bank collective investment
funds and insurance company general
or separate accounts in which such plans,
accounts or arrangements are invested,
that are subject to ERISA or Section 4975
of the Code.
"Pool Balance": As of any date of determination, the aggregate
Stated Principal Balance of the Mortgage
Loans in both Loan Groups as of such
date.
"Prepayment Assumption": As defined in the Prospectus
Supplement.
"Prepayment Charge": With respect to any Mortgage Loan, the
charges or premiums, if any, due in
connection with a full or partial Principal
Prepayment of such Mortgage Loan in
accordance with the terms thereof (other
than any Servicer Prepayment Charge Payment
Amount).
"Prepayment Charge Schedule": As of any date, the list of
Prepayment Charges on the Mortgage Loans
included in the Trust Fund on such
date, attached hereto as Schedule I
(including the prepayment charge summary
attached thereto). The Prepayment Charge
Schedule shall set forth the following
information with respect to each Prepayment
Charge:
(i) the
Mortgage Loan identifying number;
(ii)
a code indicating the type of Prepayment Charge;
(iii) the
state of origination of the related Mortgage
Loan;
(iv)
the date on which the first monthly payment was due
on the related Mortgage Loan;
(v) the term
of the related Prepayment Charge; and
(vi)
the Stated Principal Balance of the related Mortgage
Loan as of the Cut-off Date.
"Prepayment Interest Excess": With respect to any Distribution
Date, for each Mortgage Loan that was the
subject of a Principal Prepayment in
full during the portion of the related
Prepayment Period occurring between the
first day and the 15th day of the calendar
month in which such Distribution Date
occurs, an amount equal to interest (to the
extent received) at the applicable
Net Mortgage Rate on the amount of such
Principal Prepayment for the number of
days commencing on the first day of the
calendar month in which such
Distribution Date occurs and ending on the
date on which such 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 during the portion of the
related Prepayment Period occurring from
the first day of the related Prepayment
Period through the last day of the
calendar month preceding the month in which
such Distribution Date occurs, an
amount equal to interest on the amount of
such Principal Prepayment for the
number of days commencing on the date such
Principal Prepayment was applied and
ending on the last day of the calendar
month preceding the month in which such
Distribution Date occurs.
"Prepayment Period": for any Distribution Date, the period
commencing on the 16th day of the month
preceding the month in which such
Distribution Date falls (or, in the case of
the first Distribution Date,
commencing on April 28, 2005) and ending on
the 15th day of the calendar month
in which such Distribution Date occurs.
"Principal Balance": As to any Mortgage Loan other than a
Liquidated Mortgage Loan, and any day, the
related Cut-off Date Principal
Balance, minus all collections credited
against the Cut-off Date Principal
Balance of any such Mortgage Loan. For
purposes of this definition, a Liquidated
Mortgage Loan shall be deemed to have a
Principal Balance equal to the Principal
Balance of the related Mortgage Loan as of
the final recovery of related
Liquidation Proceeds and a Principal
Balance of zero thereafter. As to any REO
Property and any day, the Principal Balance
of the related Mortgage Loan
immediately prior to such Mortgage Loan
becoming REO Property minus any REO
Principal Amortization received with
respect thereto on or prior to such day.
"Principal Prepayment": Any payment of principal made by the
Mortgagor on a Mortgage Loan which is
received in advance of its scheduled Due
Date and which is not accompanied by an
amount of interest representing the full
amount of scheduled interest due on any Due
Date in any month or months
subsequent to the month of prepayment.
"Principal Remittance Amount": With respect to any
Distribution Date, the sum of the Group I
Principal Remittance Amount and the
Group II Principal Remittance Amount.
"Prospectus Supplement": That certain Prospectus Supplement
dated February 24, 2005 relating to the
public offering of the Class A
Certificates and the Mezzanine
Certificates.
"Purchase Price": With respect to any Mortgage Loan or REO
Property to be purchased pursuant by the
Seller to or as contemplated by Section
2.03, 3.16(c) or 10.01, and as confirmed by
an Officers' Certificate from the
Seller to the Trustee, an amount equal to
the sum of (i) 100% of the Stated
Principal Balance thereof as of the date of
purchase (or such other price as
provided in Section 10.01), (ii) in the
case of (x) a Mortgage Loan, accrued
interest on such Stated Principal Balance
at the applicable Mortgage Rate in
effect from time to time from the Due Date
as to which interest was last covered
by a payment by the Mortgagor or an Advance
by the Servicer, which payment or
Advance had as of the date of purchase been
distributed pursuant to Section
4.01, through the end of the calendar month
in which the purchase is to be
effected, and (y) an REO Property, the sum
of (1) accrued interest on such
Stated Principal Balance at the applicable
Mortgage Rate in effect from time to
time from the Due Date as to which interest
was last covered by a payment by the
Mortgagor or an advance by the Servicer
through the end of the calendar month
immediately preceding the calendar month in
which such REO Property was
acquired, plus (2) REO Imputed Interest for
such REO Property for each calendar
month commencing with the calendar month in
which such REO Property was acquired
and ending with the calendar month in which
such purchase is to be effected, net
of the total of all net rental income,
Insurance Proceeds, Liquidation Proceeds
and Advances that as of the date of
purchase had been distributed as or to cover
REO Imputed Interest pursuant to Section
4.04, (iii) any unreimbursed Servicing
Advances and Advances and any unpaid
Servicing Fees allocable to such Mortgage
Loan or REO Property, (iv) any amounts
previously withdrawn from the Collection
Account in respect of such Mortgage Loan or
REO Property pursuant to Section
3.23 and (v) in the case of a Mortgage Loan
required to be purchased pursuant to
Section 2.03, expenses reasonably incurred
or to be incurred by the Servicer or
the Trustee in respect of the breach or
defect giving rise to the purchase
obligation including any costs and damages
incurred by the Trust Fund in
connection with any violation by such loan
of any predatory or abusive lending
law. With respect to the Originator and any
Mortgage Loan or REO Property to be
purchased pursuant to or as contemplated by
Section 2.03 or 10.01, and as
confirmed by a certificate of an Officer's
Certificate of the Originator to the
Trustee, an amount equal to the amount set
forth pursuant to the terms of the
Master Agreement.
"Qualified Insurer": Any insurance company acceptable to
Fannie Mae.
"Qualified Substitute Mortgage Loan": A mortgage loan
substituted for a Deleted Mortgage Loan by
the Seller pursuant to the terms of
this Agreement or the Assignment Agreement
which must, on the date of such
substitution, (i) have an outstanding
Stated Principal Balance (or in the case
of a substitution of more than one mortgage
loan for a Deleted Mortgage Loan, an
aggregate Stated Principal Balance), after
application of all scheduled payments
of principal and interest due during or
prior to the month of substitution, not
in excess of, and not more than 5% less
than, the outstanding Stated Principal
Balance of the Deleted Mortgage Loan as of
the Due Date in the calendar month
during which the substitution occurs, (ii)
have a Mortgage Rate not less than
(and not more than one percentage point in
excess of) the Mortgage Rate of the
Deleted Mortgage Loan, (iii) if the
Qualified Substitute Mortgage Loan is an
Adjustable-Rate Mortgage Loan, have a
Maximum Mortgage Rate not less than the
Maximum Mortgage Rate on the Deleted
Mortgage Loan, (iv) if the Qualified
Substitute Mortgage Loan is an
Adjustable-Rate Mortgage Loan, have a Minimum
Mortgage Rate not less than the Minimum
Mortgage Rate of the Deleted Mortgage
Loan, (v) if the Qualified Substitute
Mortgage Loan is an Adjustable-Rate
Mortgage Loan, have a Gross Margin equal to
or greater than the Gross Margin of
the Deleted Mortgage Loan, (vi) if the
Qualified Substitute Mortgage Loan is an
Adjustable-Rate Mortgage Loan, have a next
Adjustment Date not more than two
months later than the next Adjustment Date
on the Deleted Mortgage Loan, (vii)
[reserved], (viii) have a remaining term to
maturity not greater than (and not
more than one year less than) that of the
Deleted Mortgage Loan, (ix) be current
as of the date of substitution, (x) have a
Loan-to-Value Ratio as of the date of
substitution equal to or lower than the
Loan-to-Value Ratio of the Deleted
Mortgage Loan as of such date, (xi) have a
risk grading determined by the
Originator at least equal to the risk
grading assigned on the Deleted Mortgage
Loan, (xii) have been underwritten or
reunderwritten by the Originator in
accordance with the same underwriting
criteria and guidelines as the Deleted
Mortgage Loan, (xiii) be a first lien
mortgage loan if the Deleted Mortgage Loan
is a first lien mortgage loan; and (xiv)
conform to each representation and
warranty assigned to the Depositor pursuant
to the Assignment Agreement
applicable to the Deleted Mortgage Loan. In
the event that one or more mortgage
loans are substituted for one or more
Deleted Mortgage Loans, the amounts
described in clause (i) hereof shall be
determined on the basis of aggregate
Stated Principal Balance, the Mortgage
Rates described in clauses (ii) through
(vi) hereof shall be satisfied for each
such mortgage loan, the risk gradings
described in clause (x) hereof shall be
satisfied as to each such mortgage loan,
the terms described in clause (viii) hereof
shall be determined on the basis of
weighted average remaining term to maturity
(provided that no such mortgage loan
may have a remaining term to maturity
longer than the Deleted Mortgage Loan),
the Loan-to-Value Ratios described in
clause (x) hereof shall be satisfied as to
each such mortgage loan and, except to the
extent otherwise provided in this
sentence, the representations and
warranties described in clause (xiv) hereof
must be satisfied as to each Qualified
Substitute Mortgage Loan or in the
aggregate, as the case may be. With respect
to the Originator, a mortgage loan
substituted for a Deleted Mortgage Loan
pursuant to the terms of the related
Master Agreement which must, on the date of
such substitution conform to the
terms set forth in the related Master
Agreement.
"Rating Agency or Rating Agencies": Fitch, Moody's and S&P
or
their successors. If such agencies or their
successors are no longer in
existence, "Rating Agencies" shall be such
nationally recognized statistical
rating agencies, or other comparable
Persons, designated by the Depositor,
notice of which designation shall be given
to the Trustee and Servicer.
"Realized Loss": With respect to any Liquidated Mortgage Loan,
the amount of loss realized equal to the
portion of the Stated Principal Balance
remaining unpaid after application of all
Net Liquidation Proceeds in respect of
such Mortgage Loan. If the Servicer
receives Subsequent Recoveries with respect
to any Mortgage Loan, the amount of the
Realized Loss with respect to that
Mortgage Loan will be reduced to the extent
such recoveries are applied to
principal distributions on any Distribution
Date.
"Record Date": With respect to (i) the Class P Certificates,
the Class C Certificates and the Residual
Certificates, the Close of Business on
the last Business Day of the calendar month
preceding the month in which the
related Distribution Date occurs and (ii)
the Floating Rate Certificates, the
Close of Business on the Business Day
immediately preceding the related
Distribution Date; provided, however, that
following the date on which
Definitive Certificates for any of the
Floating Rate Certificates are available
pursuant to Section 5.02, the Record Date
for such Certificates that are
Definitive Certificates shall be the last
Business Day of the calendar month
preceding the month in which the related
Distribution Date occurs.
"Reference Banks": Those banks (i) with an established place
of business in London, England, (ii) not
controlling, under the control of or
under common control with the Originator or
the Servicer or any Affiliate
thereof and (iii) which have been
designated as such by the Trustee after
consultation with the Depositor; provided,
however, that if fewer than two of
such banks provide a LIBOR rate, then any
leading banks selected by the Trustee
after consultation with the Depositor which
are engaged in transactions in
United States dollar deposits in the
international Eurocurrency market.
"Refinanced Mortgage Loan": A Mortgage Loan the proceeds of
which were not used to purchase the related
Mortgaged Property.
"Regular Certificate": Any of the Floating Rate Certificates,
Class C Certificates or Class P
Certificates.
"Reimbursement amount": As defined in Section 3.29.
"Relief Act": The Servicemembers Civil Relief Act, as amended,
or any state law providing for similar
relief.
"Relief Act Interest Shortfall": With respect to any
Distribution Date, for any Mortgage Loan
with respect to which there has been a
reduction in the amount of interest
collectible thereon for the most recently
ended Due Period as a result of the
application of the Relief Act or any similar
state or local laws, the amount by which
(i) interest collectible on such
Mortgage Loan during such Due Period is
less than (ii) one month's interest on
the Principal Balance of such Mortgage Loan
at the Mortgage Rate for such
Mortgage Loan before giving effect to the
application of the Relief Act or such
state or local laws.
"REMIC": A "real estate mortgage investment conduit" within
the meaning of Section 860D of the
Code.
"REMIC 1": The segregated pool of assets subject hereto,
constituting the primary trust created
hereby and to be administered hereunder,
with respect to which a REMIC election is
to be made consisting of: (i) such
Mortgage Loans as from time to time are
subject to this Agreement, together with
the Mortgage Files relating thereto, and
together with all collections thereon
and proceeds thereof, (ii) any REO
Property, together with all collections
thereon and proceeds thereof, (iii) the
Trustee's rights with respect to the
Mortgage Loans under all insurance
policies, required to be maintained pursuant
to this Agreement and any proceeds thereof,
(iv) the Depositor's rights under
the Assignment Agreements (including any
security interest created thereby) and
(v) the Collection Account, the
Distribution Account (subject to the last
sentence of this definition) and any REO
Account and such assets that are
deposited therein from time to time and any
investments thereof, together with
any and all income, proceeds and payments
with respect thereto. Notwithstanding
the foregoing, however, a REMIC election
will not be made with respect to the
Net WAC Rate Carryover Reserve Account, the
Cap Contract, or any Servicer
Prepayment Charge Payment Amounts.
"REMIC 1 Interest Loss Allocation Amount": With respect to any
Distribution Date, an amount equal to (a)
the product of (i) the aggregate
Stated Principal Balance of the Mortgage
Loans and related REO Properties then
outstanding and (ii) the Uncertificated
REMIC 1 Pass-Through Rate for REMIC 1
Regular Interest LTAA minus the Marker
Rate, divided by (b) 12.
"REMIC 1 Overcollateralization Target Amount": 1.00% of the
Overcollateralization Target Amount.
"REMIC 1 Overcollateralization Amount": With respect to any
date of determination, (i) 1.00% of the
aggregate Uncertificated Principal
Balance of the REMIC 1 Regular Interests
minus (ii) the aggregate Uncertificated
Principal Balance of REMIC 1 Regular
Interest LTAA, REMIC 1 Regular Interest
LTIA1, REMIC 1 Regular Interest LTIIA1,
REMIC 1 Regular Interest LTIIA2, REMIC 1
Regular Interest LTIIA3, REMIC 1 Regular
Interest LTIIA4, REMIC 1 Regular
Interest LTM1, REMIC 1 Regular Interest
LTM2, REMIC 1 Regular Interest LTM3,
REMIC 1 Regular Interest LTM4, REMIC 1
Regular Interest LTM5, REMIC 1 Regular
Interest LTM6, REMIC 1 Regular Interest
LTM7, REMIC 1 Regular Interest LTM8,
REMIC 1 Regular Interest LTM9, REMIC 1
Regular Interest LTM10, REMIC 1 Regular
Interest LTM11, REMIC 1 Regular Interest
LTB1, REMIC 1 Regular Interest LTB2 and
REMIC 1 Regular Interest LTP, in each case
as of such date of determination.
"REMIC 1 Principal Loss Allocation Amount": With respect to
any Distribution Date, an amount equal to
the product of (i) the aggregate
Stated Principal Balance of the Mortgage
Loans and related REO Properties then
outstanding and (ii) 1 minus a fraction,
the numerator of which is two times the
aggregate Uncertificated Principal Balance
of REMIC 1 Regular Interest LTIA1,
REMIC 1 Regular Interest LTIIA1, REMIC 1
Regular Interest LTIIA2, REMIC 1
Regular Interest LTIIA3, REMIC 1 Regular
Interest LTIIA4, REMIC 1 Regular
Interest LTM1, REMIC 1 Regular Interest
LTM2, REMIC 1 Regular Interest LTM3,
REMIC 1 Regular Interest LTM4, REMIC 1
Regular Interest LTM5, REMIC 1 Regular
Interest LTM6, REMIC 1 Regular Interest
LTM7, REMIC 1 Regular Interest LTM8,
REMIC 1 Regular Interest LTM9, REMIC 1
Regular Interest LTM10, REMIC 1 Regular
Interest LTM11, REMIC 1 Regular Interest
LTB1 and REMIC 1 Regular Interest LTB2
and the denominator of which is the
aggregate Uncertificated Principal Balance
of REMIC 1 Regular Interest LTIA1, REMIC 1
Regular Interest LTIIA1, REMIC 1
Regular Interest LTIIA2, REMIC 1 Regular
Interest LTIIA3, REMIC 1 Regular
Interest LTIIA4, REMIC 1 Regular Interest
LTM1, REMIC 1 Regular Interest LTM2,
REMIC 1 Regular Interest LTM3, REMIC 1
Regular Interest LTM4, REMIC 1 Regular
Interest LTM5, REMIC 1 Regular Interest
LTM6, REMIC 1 Regular Interest LTM7,
REMIC 1 Regular Interest LTM8, REMIC 1
Regular Interest LTM9, REMIC 1 Regular
Interest LTM10, REMIC 1 Regular Interest
LTM11, REMIC 1 Regular Interest LTB1,
REMIC 1 Regular Interest LTB2 and REMIC 1
Regular Interest LTZZ.
"REMIC 1 Regular Interests": One of the separate
non-certificated beneficial ownership
interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC
1. Each REMIC 1 Regular Interest shall
accrue interest at the related
Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be
entitled to distributions of principal,
subject to the terms and conditions hereof,
in an aggregate amount equal to its
initial Uncertificated Principal Balance as
set forth in the Preliminary
Statement hereto. The following is a list
of each of the REMIC 1 Regular
Interests: REMIC 1 Regular Interest LTAA,
REMIC 1 Regular Interest LTIA1, REMIC
1 Regular Interest LTIIA1, REMIC 1 Regular
Interest LTIIA2, REMIC 1 Regular
Interest LTIIA3, REMIC 1 Regular Interest
LTIIA4, REMIC 1 Regular Interest LTM1,
REMIC 1 Regular Interest LTM2, REMIC 1
Regular Interest LTM3, REMIC 1 Regular
Interest LTM4, REMIC 1 Regular Interest
LTM5, REMIC 1 Regular Interest LTM6,
REMIC 1 Regular Interest LTM7, REMIC 1
Regular Interest LTM8, REMIC 1 Regular
Interest LTM9, REMIC 1 Regular Interest
LTM10, REMIC 1 Regular Interest LTM11,
REMIC 1 Regular Interest LTB1, REMIC 1
Regular Interest LTB2, REMIC 1 Regular
Interest LTZZ and REMIC 1 Regular Interest
LTP.
"REMIC 2": The segregated pool of assets consisting of all of
the REMIC 1 Regular Interests conveyed in
trust to the Trustee, for the benefit
of the Holders of the Regular Certificates
(other than the Class C Certificates
and Class P Certificates), the Class C
Interest, the Class P Interest and the
Class R Certificates (in respect of the
Class R-2 Interest), pursuant to Article
II hereunder, and all amounts deposited
therein, with respect to which a
separate REMIC election is to be made.
"REMIC 3": The segregated pool of assets consisting of the
Class C Interest conveyed in trust to the
Trustee, for the benefit of the
Holders of the Class C Certificates and the
Class R-X Certificates (in respect
of the Class R-3 Interest), pursuant to
Article II hereunder, and all amounts
deposited therein, with respect to which a
separate REMIC election is to be
made.
"REMIC 4": The segregated pool of assets consisting of the
Class P Interest conveyed in trust to the
Trustee, for the benefit of the
Holders of the Class P Certificates and the
Class R-X Certificates (in respect
of the Class R-4 Interest), pursuant to
Article II hereunder, and all amounts
deposited therein, with respect to which a
separate REMIC election is to be
made.
"REMIC Provisions": Provisions of the federal income tax law
relating to real estate mortgage investment
conduits which appear at Section
860A through 860G of Subchapter M of
Chapter 1 of the Code, and related
provisions, and regulations and rulings
promulgated thereunder, as the foregoing
may be in effect from time to time.
"REMIC Regular Interests": The REMIC 1 Regular Interests, the
Class C Interest and the Class P
Interest.
"Remittance Report": A report prepared by the Servicer and
delivered to the Trustee pursuant to
Section 4.04.
"Rents from Real Property": With respect to any REO Property,
gross income of the character described in
Section 856(d) of the Code.
"REO Account": The account or accounts maintained by the
Servicer in respect of an REO Property
pursuant to Section 3.23.
"REO Disposition": The sale or other disposition of an REO
Property on behalf of the Trust Fund.
"REO Imputed Interest": As to any REO Property, for any
calendar month during which such REO
Property was at any time part of the Trust
Fund, one month's interest at the
applicable Net Mortgage Rate on the Stated
Principal Balance of such REO Property (or,
in the case of the first such
calendar month, of the related Mortgage
Loan if appropriate) as of the Close of
Business on the Distribution Date in such
calendar month.
"REO Principal Amortization": With respect to any REO
Property, for any calendar month, the
excess, if any, of (a) the aggregate of
all amounts received in respect of such REO
Property during such calendar month,
whether in the form of rental income, sale
proceeds (including, without
limitation, that portion of the Termination
Price paid in connection with a
purchase of all of the Mortgage Loans and
REO Properties pursuant to Section
10.01 that is allocable to such REO
Property) or otherwise, net of any portion
of such amounts (i) payable pursuant to
Section 3.23 in respect of the proper
operation, management and maintenance of
such REO Property or (ii) payable or
reimbursable to the Servicer pursuant to
Section 3.23 for unpaid Servicing Fees
in respect of the related Mortgage Loan and
unreimbursed Servicing Advances and
Advances in respect of such REO Property or
the related Mortgage Loan, over (b)
the REO Imputed Interest in respect of such
REO Property for such calendar
month.
"REO Property": A Mortgaged Property acquired by the Servicer
on behalf of the Trust Fund through
foreclosure or deed-in-lieu of foreclosure,
as described in Section 3.23.
"Request for Release": A release signed by a Servicing
Officer, in the form of Exhibit E attached
hereto.
"Reserve Interest Rate": With respect to any Interest
Determination Date, the rate per annum that
the Trustee determines to be either
(i) the arithmetic mean (rounded upwards if
necessary to the nearest whole
multiple of 1/16 of 1%) of the one-month
United States dollar lending rates
which banks in The City of New York
selected by the Depositor are quoting on the
relevant Interest Determination Date to the
principal London offices of leading
banks in the London interbank market or
(ii) in the event that the Trustee can
determine no such arithmetic mean, in the
case of any Interest Determination
Date after the initial Interest
Determination Date, the lowest one-month United
States dollar lending rate which such New
York banks selected by the Depositor
are quoting on such Interest Determination
Date to leading European banks.
"Residential Dwelling": Any one of the following: (i) a
detached one-family dwelling, (ii) a
detached two- to four-family dwelling,
(iii) a one-family dwelling unit in a
Fannie Mae eligible condominium project,
(iv) a manufactured home, or (v) a detached
one-family dwelling in a planned
unit development, none of which is a
co-operative or mobile home.
"Residual Certificate": The Class R Certificates and the Class
R-X Certificates.
"Residual Interest": The sole class of "residual interests" in
a REMIC within the meaning of Section
860G(a)(2) of the Code.
"Responsible Officer": When used with respect to the Trustee,
any director, any vice president, any
assistant vice president, the Secretary,
any assistant secretary, the Treasurer, any
assistant treasurer or any other
officer of the Trustee customarily
performing functions similar to those
performed by any of the above designated
officers and, with respect to a
particular matter, to whom such matter is
referred because of such officer's
knowledge of and familiarity with the
particular subject.
"S&P": Standard & Poor's Ratings Services, a division of
The
McGraw-Hill Companies, Inc., or its
successor in interest.
"Seller": Greenwich Capital Financial Products, Inc., a
Delaware corporation, in its capacity as
Seller under the Assignment Agreements.
"Senior Principal Distribution Amount": With respect to any
Distribution Date, the sum of (i) the Group
I Senior Principal Distribution
Amount and (ii) the Group II Senior
Principal Distribution Amount.
"Servicer": Countrywide Home Loans Servicing, LP, a Texas
limited partnership, or any successor
servicer appointed as herein provided, in
its capacity as Servicer hereunder.
"Servicer Certification": As defined in Section 3.22(b)
hereof.
"Servicer Event of Termination": One or more of the events
described in Section 7.01.
"Servicer Prepayment Charge Payment Amount": The amounts
payable by the Servicer in respect of any
waived Prepayment Charges pursuant to
Section 2.05 or Section 3.01.
"Servicer Remittance Date": With respect to any Distribution
Date, the third Business Day by 3:00 p.m.
New York time prior to such
Distribution Date.
"Servicing Advance Reimbursement Amount": As defined in
Section 3.29.
"Servicing Advances": All customary, reasonable and necessary
"out of pocket" costs and expenses
(including reasonable attorneys' fees and
expenses) incurred by the Servicer in the
performance of its servicing
obligations, including, but not limited to,
the cost of (i) the preservation,
restoration, inspection and protection of
the Mortgaged Property, (ii) any
enforcement or judicial proceedings,
including foreclosures, any expenses
incurred in relation to any such
proceedings that result from the Mortgage Loan
being registrered on the MERS System, (iii)
the management and liquidation of
the REO Property, (iv) obtaining broker
price opinions, (v) locating missing
Mortgage Loan documents and (vi) compliance
with the obligations under Sections
3.01, 3.09, 3.14, 3.16, and 3.23. Servicing
Advances also include any reasonable
"out-of-pocket" costs and expenses
(including legal fees) incurred by the
Servicer in connection with executing and
recording instruments of satisfaction,
deeds of reconveyance or Assignments of
Mortgage in connection with any
foreclosure in respect of any Mortgage Loan
to the extent not recovered from the
related Mortgagor or otherwise payable
under this Agreement. The Servicer shall
not be required to make any Servicing
Advance that would be a Nonrecoverable
Advance.
"Servicing Fee": With respect to each Mortgage Loan and for
any calendar month, an amount equal to one
month's interest (or in the event of
any payment of interest which accompanies a
Principal Prepayment in full made by
the Mortgagor during such calendar month,
interest for the number of days
covered by such payment of interest) at the
Servicing Fee Rate on the same
principal amount on which interest on such
Mortgage Loan accrues for such
calendar month. A portion of such Servicing
Fee may be retained by any
Sub-Servicer as its servicing
compensation.
"Servicing Fee Rate": 0.50% per annum.
"Servicing Officer": Any officer of the Servicer involved in,
or responsible for, the administration and
servicing of Mortgage Loans, whose
name and specimen signature appear on a
list of servicing officers furnished by
the Servicer to the Trustee and the
Depositor on the Closing Date, as such list
may from time to time be amended.
"Servicing Standard":
As defined in Section 3.01.
"Servicing Transfer Costs": Shall mean all reasonable costs
and expenses incurred by the Trustee in
connection with the transfer of
servicing from a predecessor servicer,
including, without limitation, any
reasonable costs or expenses associated
with the complete transfer of all
servicing data and the completion,
correction or manipulation of such servicing
data as may be required by the Trustee to
correct any errors or insufficiencies
in the servicing data or otherwise to
enable the Trustee (or any successor
servicer appointed pursuant to Section
7.02) to service the Mortgage Loans
properly and effectively and any fees
associated with MERS.
"Startup Day": As defined in Section 9.01(b) hereof.
"Stated Principal Balance": With respect to any Mortgage Loan:
(a) as of any date of determination up to
but not including the Distribution
Date on which the proceeds, if any, of a
Liquidation Event with respect to such
Mortgage Loan would be distributed, the
outstanding principal balance of such
Mortgage Loan as of the Cut-off Date as
shown in the Mortgage Loan Schedule,
minus the sum of (i) the principal portion
of each Monthly Payment due on a Due
Date subsequent to the Cut-off Date to the
extent received from the Mortgagor or
advanced by the Servicer and distributed
pursuant to Section 4.01 on or before
such date of determination, (ii) all
Principal Prepayments received after the
Cut-off Date to the extent distributed
pursuant to Section 4.01 on or before
such date of determination, (iii) all
Liquidation Proceeds and Insurance
Proceeds to the extent distributed pursuant
to Section 4.01 on or before such
date of determination, and (iv) any
Realized Loss incurred with respect thereto
as a result of a Deficient Valuation made
during or prior to the Due Period for
the most recent Distribution Date
coinciding with or preceding such date of
determination; and (b) as of any date of
determination coinciding with or
subsequent to the Distribution Date on
which the proceeds, if any, of a
Liquidation Event with respect to such
Mortgage Loan would be distributed, zero.
With respect to any REO Property: (a) as of
any date of determination up to but
not including the Distribution Date on
which the proceeds, if any, of a
Liquidation Event with respect to such REO
Property would be distributed, an
amount (not less than zero) equal to the
Stated Principal Balance of the related
Mortgage Loan as of the date on which such
REO Property was acquired on behalf
of the Trust Fund, minus the aggregate
amount of REO Principal Amortization in
respect of such REO Property for all
previously ended calendar months, to the
extent distributed pursuant to Section 4.01
on or before such date of
determination; and (b) as of any date of
determination coinciding with or
subsequent to the Distribution Date on
which the proceeds, if any, of a
Liquidation Event with respect to such REO
Property would be distributed, zero.
"Stepdown Date": The earlier to occur of (i) the Distribution
Date on which the aggregate Certificate
Principal Balance of the Class A
Certificates has been reduced to zero and
(ii) the later to occur of (x) the
Distribution Date occurring in June 2008
and (y) the first Distribution Date on
which the Credit Enhancement Percentage
(calculated for this purpose only after
taking into account payments of principal
on the Mortgage Loans but prior to
distribution of the Group I Principal
Distribution Amount and the Group II
Principal Distribution Amount to the
Certificates then entitled to distributions
of principal on such Distribution Date) is
equal to or greater than 40.26%.
"Sub-Servicer": Any Person with which the Servicer has entered
into a Sub- Servicing Agreement and which
meets the qualifications of a
Sub-Servicer pursuant to Section 3.02.
"Sub-Servicing Account": An account established by a
Sub-Servicer which meets the requirements
set forth in Section 3.08 and is
otherwise acceptable to the Servicer.
"Sub-Servicing Agreement": The written contract between the
Servicer and a Sub-Servicer relating to
servicing and administration of certain
Mortgage Loans as provided in Section
3.02.
"Subsequent Recoveries": As of any Distribution Date, amounts
received by the Servicer (net of any
related expenses permitted to be reimbursed
pursuant to Section 3.11) specifically
related to a Mortgage Loan that was the
subject of a liquidation or an REO
Disposition prior to the related Prepayment
Period that resulted in a Realized
Loss.
"Substitution Adjustment": As defined in Section 2.03(d)
hereof.
"Tax Matters Person": The tax matters person appointed
pursuant to Section 9.01(e) hereof.
"Tax Returns": The federal income tax return on Internal
Revenue Service Form 1066, U.S. Real Estate
Mortgage Investment Conduit Income
Tax Return, including Schedule Q thereto,
Quarterly Notice to Residual Interest
Holders of the REMIC Taxable Income or Net
Loss Allocation, or any successor
forms, to be filed by the Trustee on behalf
of each REMIC, together with any and
all other information reports or returns
that may be required to be furnished to
the Certificateholders or filed with the
Internal Revenue Service or any other
governmental taxing authority under any
applicable provisions of federal, state
or local tax laws.
"Termination Price":
As defined in Section 10.01(a) hereof.
"Terminator": As
defined in Section 10.01(a) hereof.
"Trigger Event": A Trigger Event is in effect with respect to
any Distribution Date on or after the
Stepdown Date if:
(a) the
Delinquency Percentage exceeds 37.50% of the
Credit Enhancement Percentage or
(b) the
aggregate amount of Realized Losses incurred
since the Cut-off Date through the last day
of the related Due Period (reduced
by the aggregate amount of Subsequent
Recoveries received since the Cut-off Date
through the last day of the related Due
Period) divided by the aggregate Stated
Principal Balance of the Mortgage Loans as
of the Cut-off Date exceed the
applicable percentages set forth below with
respect to such Distribution Date:
<TABLE>
<CAPTION>
DISTRIBUTION DATE OCCURRING IN
PERCENTAGE
------------------------------
----------
<S>
<C>
June 2007 through May 2008
1.50% for the first month, plus an additional 1/12th of
1.75% for each month thereafter.
June 2008 through May 2009
3.25% for the first month, plus an additional 1/12th of
1.75% for each month thereafter.
June 2009 through May 2010
5.00% for the first month, plus an additional 1/12th of
1.25% for each month thereafter.
June 2010 through May 2011
6.25% for the first month, plus an additional 1/12th of
0.75% for each month thereafter.
June 2011 and thereafter
7.00% for each month.
</TABLE>
"Trust": Soundview Home Loan Trust 2005-DO1, the trust created
hereunder.
"Trust Fund": All of the assets of the Trust, which is the
trust created hereunder consisting of REMIC
1, REMIC 2, REMIC 3, REMIC 4, the
Cap Contract and the right to receive any
amounts from the Net WAC Rate
Carryover Reserve Account and any Servicer
Prepayment Charge Payment Amounts.
"Trustee": Deutsche Bank National Trust Company, a national
banking association, or any successor
trustee appointed as herein provided.
"Trustee Fee": Such compensation, if any, as set forth in the
separate fee schedule between the Trustee
and the Depositor, which compensation
shall be payable to the Trustee on each
Distribution Date pursuant to Section
8.05 as compensation for all services
rendered by it in the execution of the
trust hereby created and in the exercise
and performance of any powers and
duties of the Trustee hereunder.
"Unadjusted Net WAC 30/360 Rate": For any Distribution Date, a
per annum rate equal to the weighted
average of the Adjusted Net Mortgage Rates
of the Mortgage Loans for such Distribution
Date.
"Uncertificated Accrued Interest": With respect to each REMIC
Regular Interest on each Distribution Date,
an amount equal to one month's
interest at the related Uncertificated
REMIC Pass-Through Rate on the
Uncertificated Principal Balance of such
REMIC Regular Interest. In each case,
Uncertificated Accrued Interest will be
reduced by any Net Prepayment Interest
Shortfalls, Relief Act Interest Shortfalls
(allocated to such REMIC Regular
Interests based on their respective
entitlements to interest irrespective of any
Net Prepayment Interest Shortfalls and
Relief Act Interest Shortfalls for such
Distribution Date).
"Uncertificated Principal Balance": With respect to each REMIC
Regular Interest, the amount of such REMIC
Regular Interest outstanding as of
any date of determination. As of the
Closing Date, the Uncertificated Principal
Balance of each REMIC Regular Interest
shall equal the amount set forth in the
Preliminary Statement hereto as its initial
Uncertificated Principal Balance. On
each Distribution Date, the Uncertificated
Principal Balance of each REMIC
Regular Interest shall be reduced by all
distributions of principal made on such
REMIC Regular Interest on such Distribution
Date pursuant to Section 4.08 and,
if and to the extent necessary and
appropriate, shall be further reduced on such
Distribution Date by Realized Losses as
provided in Section 4.08, and the
Uncertificated Principal Balance of REMIC 1
Regular Interest LTZZ shall be
increased by interest deferrals as provided
in Section 4.08. With respect to the
Class C Interest as of any date of
determination, an amount equal to the excess,
if any, of (A) the then aggregate
Uncertificated Principal Balance of the REMIC
1 Regular Interests over (B) the then
aggregate Certificate Principal Balance of
the Adjustable-Rate Certificates and the
Class P Certificates then outstanding.
The Uncertificated Principal Balance of
each REMIC Regular Interest that has an
Uncertificated Principal Balance shall
never be less than zero.
"Uncertificated REMIC Pass-Through Rate": The Uncertificated
REMIC 1 Pass-Through Rate.
"Uncertificated REMIC 1 Pass-Through Rate": With respect to
each REMIC 1 Regular Interest, the weighted
average of the Adjusted Net Mortgage
Rates of the Mortgage Loans.
"Uninsured Cause": Any cause of damage to a Mortgaged Property
such that the complete restoration of such
property is not fully reimbursable by
the hazard insurance policies required to
be maintained pursuant to Section
3.14.
"United States Person" or "U.S. Person": A citizen or resident
of the United States, a corporation,
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, any state
thereof, or the District of Columbia
(except in the case of a partnership, to
the extent provided in Treasury
regulations) provided that, for purposes solely
of the restrictions on the transfer of
Residual Certificates, no partnership or
other entity treated as a partnership for
United States federal income tax
purposes shall be treated as a United
States Person unless all persons that own
an interest in such partnership either
directly or through any entity that is
not a corporation for United States federal
income tax purposes are required by
the applicable operative agreement to be
United States Persons, or an estate the
income of which from sources without the
United States is includible 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 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. The
term "United States" shall have the meaning
set forth in Section 7701 of the
Code or successor provisions.
"Unpaid Interest Shortfall Amount": With respect to any Class
of the Floating Rate Certificates and (i)
the first Distribution Date, zero, and
(ii) any Distribution Date after the first
Distribution Date, the amount, if
any, by which (a) the sum of (1) the
Monthly Interest Distributable Amount for
such Class for the immediately preceding
Distribution Date and (2) the
outstanding Unpaid Interest Shortfall
Amount, if any, for such Class for such
preceding Distribution Date exceeds (b) the
aggregate amount distributed on such
Class in respect of interest pursuant to
clause (a) of this definition on such
preceding Distribution Date, plus interest
on the amount of interest due but not
paid on the Certificates of such Class on
such preceding Distribution Date, to
the extent permitted by law, at the
Pass-Through Rate for such Class for the
related Accrual Period.
"Value": With respect to any Mortgaged Property, the lesser of
(i) the lesser of (a) the value thereof as
determined by an appraisal made for
the originator of the Mortgage Loan at the
time of origination of the Mortgage
Loan by an appraiser who met the minimum
requirements of Fannie Mae and Freddie
Mac, and (b) the value thereof as
determined by a review appraisal conducted by
the Originator in the event any such review
appraisal determines an appraised
value ten percent or more lower than the
value thereof as determined by the
appraisal referred to in clause (i)(a)
above and (ii) the purchase price paid
for the related Mortgaged Property by the
Mortgagor with the proceeds of the
Mortgage Loan, provided, however, in the
case of a Refinanced Mortgage Loan,
such value of the Mortgaged Property is
based solely upon the lesser of (1) the
value determined by an appraisal made for
the Originator of such Refinanced
Mortgage Loan at the time of origination of
such Refinanced Mortgage Loan by an
appraiser who met the minimum requirements
of Fannie Mae and Freddie Mac and (2)
the value thereof as determined by a review
appraisal conducted by the
Originator in the event any such review
appraisal determines an appraised value
ten percent or more lower than the value
thereof as determined by the appraisal
referred to in clause (ii)(1) above.
"Voting Rights": The portion of the voting rights of all of
the Certificates which is allocated to any
Certificate. At all times the
Floating Rate Certificates and the Class C
Certificates shall have 98% of the
Voting Rights (allocated among the Holders
of the Floating Rate Certificates and
the Class C Certificates in proportion to
the then outstanding Certificate
Principal Balances of their respective
Certificates), the Class P Certificates
shall have 1% of the Voting Rights and the
Residual Certificates shall have 1%
of the Voting Rights. The Voting Rights
allocated to any Class of Certificates
(other than the Class P Certificates and
the Residual Certificates) shall be
allocated among all Holders of each such
Class in proportion to the outstanding
Certificate Principal Balance of such
Certificates, and the Voting Rights
allocated to the Class P Certificates and
the Residual Certificates shall be
allocated among all Holders of each such
Class in proportion to such Holders'
respective Percentage Interest; provided,
however that when none of the Regular
Certificates are outstanding, 100% of the
Voting Rights shall be allocated among
Holders of the Residual Certificates in
accordance with such Holders' respective
Percentage Interests in the Certificates of
such Class.
SECTION 1.02 Accounting.
Unless otherwise specified herein, for the purpose of any
definition or calculation, whenever amounts
are required to be netted,
subtracted or added or any distributions
are taken into account such definition
or calculation and any related definitions
or calculations shall be determined
without duplication of such functions.
SECTION 1.03 Allocation of Certain Interest Shortfalls.
For purposes of calculating the amount of the Monthly Interest
Distributable Amount for the Floating Rate
Certificates and the Class C
Certificates for any Distribution Date, (1)
the aggregate amount of any Net
Prepayment Interest Shortfalls and any
Relief Act Interest Shortfalls incurred
in respect of the Mortgage Loans for any
Distribution Date shall be allocated
first, among the Class C Certificates on a
PRO RATA basis based on, and to the
extent of, one month's interest at the then
applicable Pass-Through Rate on the
Notional Amount of each such Certificate
and, thereafter, among the Floating
Rate Certificates on a PRO RATA basis based
on, and to the extent of, one
month's interest at the then applicable
respective Pass-Through Rate on the
respective Certificate Principal Balance of
each such Certificate and (2) the
aggregate amount of any Realized Losses and
Net WAC Rate Carryover Amounts shall
be allocated among the Class C Certificates
on a PRO RATA basis based on, and to
the extent of, one month's interest at the
then applicable Pass-Through Rate on
the Notional Amount of each such
Certificate.
For purposes of calculating the amount of Uncertificated
Accrued Interest for the REMIC 1 Regular
Interests for any Distribution Date,
the aggregate amount of any Net Prepayment
Interest Shortfalls and any Relief
Act Interest Shortfalls incurred in respect
of the Mortgage Loans for any
Distribution Date shall be allocated among
REMIC 1 Regular Interest LTAA, REMIC
1 Regular Interest LTIA1, REMIC 1 Regular
Interest LTIIA1, REMIC 1 Regular
Interest LTIIA2, REMIC 1 Regular Interest
LTIIA3, REMIC 1 Regular Interest
LTIIA4, REMIC 1 Regular Interest LTM1,
REMIC 1 Regular Interest LTM2, REMIC 1
Regular Interest LTM3, REMIC 1 Regular
Interest LTM4, REMIC 1 Regular Interest
LTM5, REMIC 1 Regular Interest LTM6, REMIC
1 Regular Interest LTM7, REMIC 1
Regular Interest LTM8, REMIC 1 Regular
Interest LTM9, REMIC 1 Regular Interest
LTM10, REMIC 1 Regular Interest LTM11,
REMIC 1 Regular Interest LTB1, REMIC 1
Regular Interest LTB2 and REMIC 1 Regular
Interest LTZZ PRO RATA based on, and
to the extent of, one month's interest at
the then applicable respective
Uncertificated REMIC 1 Pass-Through Rate on
the respective Uncertificated
Principal Balance of each such REMIC 1
Regular Interest.
<PAGE>
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01 Conveyance of Mortgage Loans.
The Depositor, concurrently with the execution and delivery
hereof, does hereby transfer, assign, set
over and otherwise convey in trust to
the Trustee without recourse for the
benefit of the Certificateholders all the
right, title and interest of the Depositor,
including any security interest
therein for the benefit of the Depositor,
in and to (i) each Mortgage Loan
identified on the Mortgage Loan Schedule,
including the related Cut-off Date
Principal Balance, all interest accruing
thereon on and after the Cut-off Date
and all collections in respect of interest
and principal due after the Cut-off
Date; (ii) property which secured each such
Mortgage Loan and which has been
acquired by foreclosure or deed in lieu of
foreclosure; (iii) its interest in
any insurance policies in respect of the
Mortgage Loans; (iv) the rights of the
Depositor under the Master Agreements (as
assigned to the Depositor pursuant to
the terms of the Assignment Agreements),
(v) the right to receive any amounts
payable under the Cap Contract, (vi) all
other assets included or to be included
in the Trust Fund and (vii) all proceeds of
any of the foregoing. Such
assignment includes all interest and
principal due and collected by the
Depositor or the Servicer after the Cut-off
Date with respect to the Mortgage
Loans.
The Depositor hereby directs the Trustee to execute, deliver
and perform its obligations under the Cap
Contract on the Closing Date and
thereafter on behalf of the Holders of the
Floating Rate Certificates. The
Depositor, the Servicer and the Holders of
the Floating Rate Certificates by
their acceptance of such Certificates
acknowledge and agree that the Trustee
shall execute, deliver and perform its
obligations under the Cap Contract and
shall do so solely in its capacity as
Trustee of the Trust Fund and not in its
individual capacity.
In connection with such transfer and assignment, the
Depositor, does hereby deliver to, and
deposit with the Trustee, the following
documents or instruments with respect to
each Mortgage Loan so transferred and
assigned, and in accordance with Section
2.08, deliver or caused to be delivered
to the Trustee with respect to each
Mortgage Loan, the following documents or
instruments (with respect to each Mortgage
Loan, a "Mortgage File"):
(i) the
original Mortgage Note including any riders
thereto, endorsed either (A) in blank, in which case the Trustee
shall
cause the endorsement to be completed or (B) in the following
form:
"Pay to the order of Deutsche Bank National Trust Company, as
Trustee,
without recourse" or with respect to any lost Mortgage Note, an
original Lost Note Affidavit stating that the original mortgage
note
was lost, misplaced or destroyed, together with a copy of the
related
mortgage note; provided, however, that such substitutions of Lost
Note
Affidavits for original Mortgage Notes may occur only with respect
to
Mortgage Loans, the aggregate Cut-off Date Principal Balance of
which
is less than or equal to 1.00% of the Pool Balance as of the
Cut-off
Date;
(ii)
the original Mortgage (noting the presence of the MIN
of the Mortgage Loan and language indicating that the Mortgage Loan
is
a MOM Loan if the Mortgage Loan is a MOM Loan), with evidence
of
recording thereon, and the original recorded power of attorney, if
the
Mortgage was executed pursuant to a power of attorney, with
evidence of
recording thereon or, if such Mortgage or power of attorney has
been
submitted
for recording but has not been returned from the applicable
public recording office, has been lost or is not otherwise
available, a
copy of such Mortgage or power of attorney, as the case may be,
certified to be a true and complete copy of the original submitted
for
recording;
(iii)
unless the Mortgage Loan is registered on the MERS(R)
System, an original Assignment, in form and substance acceptable
for
recording. The Mortgage shall be assigned either (A) in blank or
(B) to
"Deutsche Bank National Trust Company, as Trustee, without
recourse";
(iv)
an original of any intervening assignment of Mortgage
showing a complete chain of assignments (or to MERS if the
Mortgage
Loan is registered on the MERS(R) System and noting the presence
of
MIN);
(v) the
original or a certified copy of lender's title
insurance policy; and
(vi)
the
original or copies of each assumption,
modification, written assurance or substitution agreement, if
any.
The Depositor herewith also delivers to the Trustee an
executed copy of each Assignment Agreement
and each Master Agreement.
If any of the documents referred to in Section 2.01(ii), (iii)
or (iv) above has as of the Closing Date
(or Transfer Date, with respect to
Mortgage Loans) been submitted for
recording but either (x) has not been
returned from the applicable public
recording office or (y) has been lost or
such public recording office has retained
the original of such document, the
obligations of the Depositor to deliver
such documents shall be deemed to be
satisfied upon (1) delivery to the Trustee
no later than the Closing Date (or
Transfer Date, with respect to Mortgage
Loans), of a copy of each such document
certified by the Originator in the case of
(x) above or the applicable public
recording office in the case of (y) above
to be a true and complete copy of the
original that was submitted for recording
and (2) if such copy is certified by
the Originator, delivery to the Trustee
promptly upon receipt thereof of either
the original or a copy of such document
certified by the applicable public
recording office to be a true and complete
copy of the original. If the original
lender's title insurance policy, or a
certified copy thereof, was not delivered
pursuant to Section 2.01(v) above, the
Depositor shall deliver or cause to be
delivered to the Trustee, the original or a
copy of a written commitment or
interim binder or preliminary report of
title issued by the title insurance or
escrow company, with the original or a
certified copy thereof to be delivered to
the Trustee promptly upon receipt thereof.
The Servicer or the Depositor shall
deliver or cause to be delivered to the
Trustee promptly upon receipt thereof
any other documents constituting a part of
a Mortgage File received with respect
to any Mortgage Loan, including, but not
limited to, any original documents
evidencing an assumption or modification of
any Mortgage Loan.
Upon discovery or receipt of notice of any materially
defective document in, or that a document
is missing from, a Mortgage File, the
Trustee shall notify the Servicer and the
Servicer shall enforce the obligations
of the Originator under the Master
Agreement to cure such defect or deliver such
missing document to the Trustee within 90
days. If the Originator does not cure
such defect or deliver such missing
document within such time period, the
Servicer shall use commercially reasonable
efforts to attempt to enforce the
obligations of the Originator to either
repurchase or substitute for such
Mortgage Loan in accordance with Section
2.03; provided, however, that the
Servicer shall not be under any obligation
to take any action pursuant to this
paragraph unless directed by the Depositor
and provided, further, the Depositor
hereby agrees to assist the Servicer in
enforcing any obligations of the
Originator to repurchase or substitute for
a Mortgage Loan which has breached a
representation or warranty under the
related Assignment Agreement. In connection
with the foregoing, it is understood that
the Trustee shall have no duty to
discover any such defects except in the
course of performing its review of the
Mortgage Files to the extent set forth
herein.
Except with respect to any Mortgage Loan for which MERS is
identified on the Mortgage, the Trustee
shall enforce the obligations of the
Originator under the Master Agreement to
cause the Assignments which were
delivered in blank to be completed and to
record all Assignments referred to in
Section 2.01(iii) hereof and, to the extent
necessary, in Section 2.01(iv)
hereof. The Trustee shall enforce the
obligations of the Originator under the
Master Agreement to deliver such
assignments for recording within 180 days of
the Closing Date. In the event that any
such Assignment is lost or returned
unrecorded because of a defect therein, the
Trustee shall enforce the
obligations of the Originator under the
related Master Agreement to promptly
have a substitute Assignment prepared or
have such defect cured, as the case may
be, and thereafter cause each such
Assignment to be duly recorded.
Notwithstanding the foregoing, for administrative convenience
and facilitation of servicing and to reduce
closing costs, the Assignments of
Mortgage shall not be required to be
submitted for recording (except with
respect to any Mortgage Loan located in
Maryland) unless the Trustee and the
Depositor receive notice that such failure
to record would result in a
withdrawal or a downgrading by any Rating
Agency of the rating on any Class of
Certificates; provided, however, each
Assignment, except with respect to any
Mortgage Loan for which MERS is identified
on the Mortgage, shall be submitted
for recording in the manner described
above, at no expense to the Trust Fund or
Trustee, upon the earliest to occur of: (i)
reasonable direction by the Holders
of Certificates entitled to at least 25% of
the Voting Rights, (ii) the
occurrence of a Servicer Event of
Termination, (iii) the occurrence of a
bankruptcy, insolvency or foreclosure
relating to the Seller, (iv) the
occurrence of a servicing transfer as
described in Section 7.02 hereof, (v) upon
receipt of notice from the Servicer, the
occurrence of a bankruptcy, insolvency
or foreclosure relating to the Mortgagor
under the related Mortgage and (vi)
upon receipt of notice from the Servicer,
any Mortgage Loan that is 90 days or
more Delinquent. In the event of (i)
through (vi) set forth in the immediately
preceding sentence, the Trustee shall
enforce the obligations of the Seller to
deliver such Assignments for recording as
provided above, promptly and in any
event within 30 days following receipt of
notice by the Seller. Notwithstanding
the foregoing, if the Seller fails to pay
the cost of recording the Assignments,
such expense will be paid by the Trustee
and the Trustee shall be reimbursed for
such expenses by the Trust.
In the event that any Mortgage Note is endorsed in blank as of
the Closing Date, promptly following the
Closing Date, the Trustee shall cause
(at the Seller's expense) such endorsements
to be completed as follows: "Pay to
the order of Deutsche Bank National Trust
Company, as Trustee, without
recourse."
The Servicer shall forward to the Trustee original documents
evidencing an assumption, modification,
consolidation or extension of any
Mortgage Loan entered into in accordance
with this Agreement within two weeks of
their execution; provided, however, that
the Servicer shall provide the Trustee
with a certified true copy of any such
document submitted for recordation within
two weeks of its execution, and shall
provide the original of any document
submitted for recordation or a copy of such
document certified by the
appropriate public recording office to be a
true and complete copy of the
original within 365 days of its submission
for recordation. In the event that
the Servicer cannot provide a copy of such
document certified by the public
recording office within such 365 day
period, the Servicer shall deliver to the
Trustee, within such 365 day period, an
Officers' Certificate of the Servicer
which shall (A) identify the recorded
document, (B) state that the recorded
document has not been delivered to the
Trustee due solely to a delay caused by
the public recording office, (C) state the
amount of time generally required by
the applicable recording office to record
and return a document submitted for
recordation, if known and (D) specify the
date the applicable recorded document
is expected to be delivered to the Trustee,
and, upon receipt of a copy of such
document certified by the public recording
office, the Servicer shall
immediately deliver such document to the
Trustee. In the event the appropriate
public recording office will not certify as
to the accuracy of such document,
the Servicer shall deliver a copy of such
document certified by an officer of
the Servicer to be a true and complete copy
of the original to the Trustee.
The parties hereto understand and agree that it is not
intended that any Mortgage Loan be included
in the Trust that is a high-cost
home loan as defined by the Homeownership
and Equity Protection Act of 1994 or
any other applicable predatory or abusive
lending laws.
SECTION 2.02 Acceptance by Trustee.
Subject to the provisions of Section 2.01 and subject to the
review described below and any exceptions
noted on the exception report
described in the next paragraph below, the
Trustee acknowledges receipt of the
documents referred to in Section 2.01 above
and all other assets included in the
definition of "Trust Fund" and declares
that it holds and will hold such
documents and the other documents delivered
to it constituting a Mortgage File,
and that it holds or will hold all such
assets and such other assets included in
the definition of "Trust Fund" in trust for
the exclusive use and benefit of all
present and future Certificateholders.
The Trustee agrees to execute and deliver to the Depositor and
the Servicer on or prior to the Closing
Date an acknowledgment of receipt of the
related original Mortgage Note for each
Mortgage Loan (with any exceptions
noted), substantially in the form attached
as Exhibit F-3 hereto.
The Trustee agrees, for the benefit of the Certificateholders,
to review, or that it has reviewed pursuant
to Section 2.01 each Mortgage File
on or prior to the Closing Date, with
respect to each Mortgage Loan (or, with
respect to any document delivered after the
Startup Day, within 45 days of
receipt and with respect to any Qualified
Substitute Mortgage Loan, within 45
days after the assignment thereof). The
Trustee further agrees for the benefit
of the Certificateholders, to certify to
the Depositor and the Servicer in
substantially the form attached hereto as
Exhibit F-1, within 45 days after the
Closing Date, with respect to each Mortgage
Loan, or on or prior to the Transfer
Date, with respect to each Mortgage Loan
(or, with respect to any document
delivered after the Startup Day, within 45
days of receipt and with respect to
any Qualified Substitute Mortgage, within
45 days after the assignment thereof)
that, as to each Mortgage Loan listed in
the respective Mortgage Loan Schedule
(other than any Mortgage Loan paid in full
or any Mortgage Loan specifically
identified in the exception report annexed
thereto as not being covered by such
certification), (i) all documents required
to be delivered to it pursuant to
Section 2.01 of this Agreement are in its
possession, (ii) such documents have
been reviewed by it and have not been
mutilated, damaged or torn and appear on
their face to relate to such Mortgage Loan
and (iii) based on its examination
and only as to the foregoing, the
information set forth in the Mortgage Loan
Schedule that corresponds to items (1) and
(3) of the Mortgage Loan Schedule
accurately reflects information set forth
in the Mortgage File. It is herein
acknowledged that, in conducting such
review, the Trustee is under no duty or
obligation to inspect, review or examine
any such documents, instruments,
certificates or other papers to determine
that they are genuine, legally
enforceable, valid or binding or
appropriate for the represented purpose or that
they have actually been recorded or that
they are other than what they purport
to be on their face.
Prior to the first anniversary date of this Agreement the
Trustee shall deliver to the Depositor and
the Servicer a final certification in
the form annexed hereto as Exhibit F-2,
with any applicable exceptions noted
thereon.
If in the process of reviewing the Mortgage Files and making
or preparing, as the case may be, the
certifications referred to above, the
Trustee finds any document or documents
constituting a part of a Mortgage File
to be missing or not to conform with
respect to any characteristics which are
within the scope of the Trustee's review as
provided herein, at the conclusion
of its review, the Trustee shall so notify
the Seller, the Depositor and the
Servicer. In addition, upon the discovery
by the Depositor or the Servicer (or
upon receipt by the Trustee of written
notification of such breach) of a breach
of any of the representations and
warranties made by the Originator in the
Master Agreement or the Seller in the
Assignment Agreement in respect of any
Mortgage Loan which materially adversely
affects such Mortgage Loan or the
interests of the related Certificateholders
in such Mortgage Loan, the party
discovering such breach shall give prompt
written notice to the other parties to
this Agreement.
The Depositor and the Trustee intend that the assignment and
transfer herein contemplated constitute a
sale of the Mortgage Loans, the
related Mortgage Notes and the related
documents, conveying good title thereto
free and clear of any liens and
encumbrances, from the Depositor to the Trustee
in trust for the benefit of the
Certificateholders and that such property not be
part of the Depositor's estate or property
of the Depositor in the event of any
insolvency by the Depositor. In the event
that such conveyance is deemed to be,
or to be made as security for, a loan, the
parties intend that the Depositor
shall be deemed to have granted and does
hereby grant to the Trustee a first
priority perfected security interest in all
of the Depositor's right, title and
interest in and to the Mortgage Loans, the
related Mortgage Notes and the
related documents, and that this Agreement
shall constitute a security agreement
under applicable law.
SECTION 2.03 Repurchase or Substitution of Mortgage Loans
by the Originator or the Seller.
(a) Upon
discovery or receipt of written notice of any
materially defective document in, or that a
document is missing from, a Mortgage
File or of the breach by the Originator or
the Seller, as applicable, of any
representation, warranty or covenant under
the Master Agreement or the
Assignment Agreement, as applicable, in
respect of any Mortgage Loan which
materially adversely affects the value of
such Mortgage Loan or the interest
therein of the Certificateholders, the
Trustee shall promptly notify the
Servicer of such defect, missing document
or breach and the Servicer shall
request that the Originator deliver such
missing document or that the Originator
cure such defect or breach within 90 days
from the date the Originator was
notified of such missing document, defect
or breach, and if the Originator does
not deliver such missing document or cure
such defect or breach in all material
respects during such period, the Servicer
shall use commercially reasonable
efforts to attempt to enforce the
Originator's obligation under the Master
Agreement or the Seller's obligation under
the Assignment Agreement and notify
the Originator or the Seller, as
applicable, of its obligation to repurchase
such Mortgage Loan from the Trust Fund at
the Purchase Price on or prior to the
expiration of such 90 day period (subject
to Section 2.03(e)); provided,
however, that the Servicer shall not be
under any obligation to take any action
pursuant to this paragraph unless directed
by the Depositor and provided,
further, the Depositor hereby agrees to
assist the Servicer in enforcing any
obligations of the Originator to repurchase
or substitute for a Mortgage Loan
which has breached a representation or
warranty under the related Assignment
Agreement. The Purchase Price for the
repurchased Mortgage Loan shall be
remitted to the Servicer for deposit in the
Collection Account, and the Trustee,
upon receipt of written certification from
the Servicer of such deposit, shall
release to the Originator or the Seller, as
applicable, the Mortgage File and
shall execute and deliver such instruments
of transfer or assignment, in each
case without recourse, as the Originator or
the Seller, as applicable, shall
furnish to it and as shall be necessary to
vest in the Originator or Seller, as
applicable, any Mortgage Loan released
pursuant hereto and the Trustee shall
have no further responsibility with regard
to such Mortgage File (it being
understood that the Trustee shall not have
any responsibility for determining
the sufficiency of such assignment for its
intended purpose). In lieu of
repurchasing any such Mortgage Loan as
provided above, the Originator or the
Seller, as applicable, may cause such
Mortgage Loan to be removed from the Trust
Fund (in which case it shall become a
Deleted Mortgage Loan) and substitute one
or more Qualified Substitute Mortgage Loans
in the manner and subject to the
limitations set forth in Section 2.03(d);
provided, however, the Seller may not
substitute for any Mortgage Loan which
breaches a representation or warranty
regarding abusive or predatory lending
laws. In furtherance of the foregoing, if
the Originator or the Seller, as
applicable, is not a member of MERS and
repurchases a Mortgage Loan which is
registered on the MERS(R) System, the
Originator or the Seller, as applicable, 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
Originator or the Seller, as applicable,
and shall cause such Mortgage to be
removed from registration on the MERS(R)
System in accordance with MERS' rules
and regulations. It is understood and
agreed that the obligation of the
Originator or the Seller, as applicable, to
cure or to repurchase (or to
substitute for) any Mortgage Loan as to
which a document is missing, a material
defect in a constituent document exists or
as to which such a breach has
occurred and is continuing shall constitute
the sole remedy against the
Originator or the Seller, as applicable,
respecting such omission, defect or
breach available to the Trustee on behalf
of the Certificateholders.
(b) Within 90
days of the earlier of discovery by the
Depositor or receipt of notice by the
Depositor of the breach of any
representation, warranty or covenant of the
Depositor set forth in Section 2.06,
which materially and adversely affects the
interests of the Certificateholders
in any Mortgage Loan, the Depositor shall
cure such breach in all material
respects.
(c) Within 90
days of the earlier of discovery by the
Servicer or receipt of notice by the
Servicer of the breach of any
representation, warranty or covenant of the
Servicer set forth in Section 2.05
which materially and adversely affects the
interests of the Certificateholders
in any Mortgage Loan, the Servicer shall
cure such breach in all material
respects.
(d) Any
substitution of Qualified Substitute Mortgage
Loans for Deleted Mortgage Loans made
pursuant to Section 2.03(a) must be
effected prior to the last Business Day
that is within two years after the
Closing Date. As to any Deleted Mortgage
Loan for which the Originator or the
Seller, as applicable, substitutes a
Qualified Substitute Mortgage Loan or
Loans, such substitution shall be effected
by the Originator or the Seller, as
applicable, delivering to the Trustee, for
such Qualified Substitute Mortgage
Loan or Loans, the Mortgage Note, the
Mortgage and the Assignment to the
Trustee, and such other documents and
agreements, with all necessary
endorsements thereon, as are required by
Section 2.01, together with an
Officers' Certificate providing that each
such Qualified Substitute Mortgage
Loan satisfies the definition thereof and
specifying the Substitution Adjustment
(as described below), if any, in connection
with such substitution. The Trustee
shall acknowledge receipt for such
Qualified Substitute Mortgage Loan or Loans
and, within 45 days thereafter, shall
review such documents as specified in
Section 2.02 and the Trustee shall deliver,
with respect to such Qualified
Substitute Mortgage Loan or Loans, a
certification substantially in the form
attached hereto as Exhibit F-1, with any
applicable exceptions noted thereon.
Within one year of the date of
substitution, the Trustee shall deliver to the
Servicer a certification substantially in
the form of Exhibit F-2 hereto with
respect to such Qualified Substitute
Mortgage Loan or Loans, with any applicable
exceptions noted thereon. Monthly Payments
due with respect to Qualified
Substitute Mortgage Loans in the month of
substitution are not part of the Trust
Fund and will be retained by the Originator
or the Seller, as applicable. For
the month of substitution, distributions to
Certificateholders will reflect the
collections and recoveries in respect of
such Deleted Mortgage Loan in the Due
Period preceding the month of substitution
and the Originator or the Seller, as
applicable, shall thereafter be entitled to
retain all amounts subsequently
received in respect of such Deleted
Mortgage Loan. The Depositor shall give or
cause to be given written notice to the
Trustee, who shall forward such notice
to the Certificateholders, 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 Qualified
Substitute Mortgage Loan or Loans and shall
deliver a copy of such amended
Mortgage Loan Schedule to the Trustee. Upon
such substitution by the Originator
or the Seller, as applicable, such
Qualified Substitute Mortgage Loan or Loans
shall constitute part of the Mortgage Pool
and shall be subject in all respects
to the terms of this Agreement and the
related Assignment Agreement, including
all applicable representations and
warranties thereof included in such
Assignment Agreement as of the date of
substitution.
For any month in which the Originator or the Seller, as
applicable, substitutes one or more
Qualified Substitute Mortgage Loans for one
or more Deleted Mortgage Loans, the
Servicer will determine the amount (the
"Substitution Adjustment"), if any, by
which the aggregate Purchase Price of all
such Deleted Mortgage Loans exceeds the
aggregate, as to each such Qualified
Substitute Mortgage Loan, of the Stated
Principal Balance thereof as of the date
of substitution, together with one month's
interest on such Stated Principal
Balance at the applicable Mortgage Rate. On
the date of such substitution, the
Originator or the Seller, as applicable,
will deliver or cause to be delivered
to the Servicer for deposit in the
Collection Account an amount equal to the
Substitution Adjustment, if any, and the
Trustee upon receipt of the related
Qualified Substitute Mortgage Loan or Loans
and certification by the Servicer of
such deposit, shall release to the
Originator or the Seller, as applicable, the
Mortgage File or Files and shall execute
and deliver such instruments of
transfer or assignment, in each case
without recourse, as the Originator or the
Seller, as applicable, shall deliver to it
and as shall be necessary to vest
therein any Deleted Mortgage Loan released
pursuant hereto.
In addition, the Originator or the Seller, as applicable,
shall obtain at its own expense and deliver
to the Trustee an Opinion of Counsel
to the effect that such substitution will
not cause (a) any federal tax to be
imposed on the Trust Fund, including
without limitation, any federal tax imposed
on "prohibited transactions" under Section
860F(a)(I) of the Code or on
"contributions after the startup date"
under Section 860G(d)(I) of the Code or
(b) any REMIC to fail to qualify as a REMIC
at any time that any Certificate is
outstanding. If such Opinion of Counsel can
not be delivered, then such
substitution may only be effected at such
time as the required Opinion of
Counsel can be given.
(e) Upon
discovery by the Depositor, the Servicer or the
Trustee that any Mortgage Loan does not
constitute a "qualified mortgage" within
the meaning of Section 860G(a)(3) of the
Code, the party discovering such fact
shall within two Business Days give written
notice thereof to the other parties
hereto. In connection therewith, the
Originator or the Depositor, as the case
may be, shall repurchase or, subject to the
limitations set forth in Section
2.03(d), substitute one or more Qualified
Substitute Mortgage Loans for the
affected Mortgage Loan within 90 days of
the earlier of discovery or receipt of
such notice with respect to such affected
Mortgage Loan. Such repurchase or
substitution shall be made (i) by the
Originator if the affected Mortgage Loan's
status as a non-qualified mortgage is or
results from a breach of any
representation, warranty or covenant made
by the Originator under the Assignment
Agreement or (ii) the Depositor, if the
affected Mortgage Loan's status as a
non-qualified mortgage is a breach of any
representation or warranty of the
Depositor set forth in Section 2.06, or if
its status as a non-qualified
mortgage is a breach of no representation
or warranty. Any such repurchase or
substitution shall be made in the same
manner as set forth in Section 2.03(a) or
2.03(d), if made by the Originator, or
Section 2.03(b), if made by the
Depositor. The Trustee shall reconvey to
the Depositor or the Originator, as the
case may be, the Mortgage Loan to be
released pursuant hereto in the same
manner, and on the same terms and
conditions, as it would a Mortgage Loan
repurchased for breach of a representation
or warranty.
(f) Upon
discovery or receipt of written notice of a
breach by the Seller of any representation,
warranty or covenant made by the
Seller under the Assignment Agreement in
respect of any Mortgage Loan which
materially adversely affects the value of
such Mortgage Loan or the interest
therein of the Certificateholders, and if
either (i) such Mortgage Loan is not
in breach of any representation, warranty
or covenant of the Originator or (ii)
the Originator has failed to remedy such
representation, warranty or covenant
with respect to such Mortgage Loan, then
the Trustee shall promptly notify the
Servicer of such breach and the Servicer
shall request that the Seller remedy
such breach by the Seller, to the extent
provided in the Assignment Agreement,
in the manner and within the time periods
set forth in the Assignment Agreement.
SECTION 2.04 Intentionally Omitted.
SECTION 2.05 Representations, Warranties and Covenants of the
Servicer.
The Servicer hereby represents, warrants and covenants to the
Trustee, for the benefit of each of the
Trustee and the Certificateholders, and
to the Depositor, that as of the Closing
Date or as of such date specifically
provided herein:
(i) The
Servicer is duly organized, validly existing, and
in good standing under the laws of the jurisdiction of its
formation
and has all licenses necessary to carry on its business as now
being
conducted and is licensed, qualified and in good standing in the
states
where the Mortgaged Property is located (or is otherwise exempt
under
applicable law from such qualification) if the laws of such
state
require licensing or qualification in order to conduct business of
the
type conducted by the Servicer or to ensure the enforceability
or
validity of each Mortgage Loan; the Servicer has the power and
authority to execute and deliver this Agreement and to perform
in
accordance herewith; the execution, delivery and performance of
this
Agreement (including all instruments of transfer to be
delivered
pursuant to this Agreement) and all documents and instruments
contemplated hereby which are executed and delivered by the
Servicer
and the consummation of the transactions contemplated hereby have
been
duly and validly authorized; this Agreement and all documents
and
instruments contemplated hereby which are executed and delivered by
the
Servicer, assuming due authorization, execution and delivery by
the
other parties hereto, evidences the valid, binding and
enforceable
obligation of the Servicer, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws
affecting
the enforcement of creditors' rights generally; and all
requisite
corporate action has been taken by the Servicer to make this
Agreement
and all documents and instruments contemplated hereby which are
executed and delivered by the Servicer valid and binding upon
the
Servicer in accordance with its terms;
(ii)
The consummation of the transactions contemplated by
this Agreement are in the ordinary course of business of the
Servicer
and will not result in the material breach of any term or provision
of
the charter or organizational documents of the Servicer or result
in
the breach of any term or provision of, or conflict with or
constitute
a default under or result in the acceleration of any obligation
under,
any agreement, indenture or loan or credit agreement or other
instrument to which the Servicer or its property is subject, or
result
in the violation of any law, rule, regulation, order, judgment
or
decree to which the Servicer or its property is subject;
(iii) The
execution and delivery of this Agreement by the
Servicer and the performance and compliance with its obligations
and
covenants hereunder do not require the consent or approval of
any
governmental authority or, if such consent or approval is required,
it
has been obtained;
(iv)
[Reserved];
(v) The
Servicer does not believe, nor does it have any
reason or cause to believe, that it cannot perform each and
every
covenant contained in this Agreement;
(vi)
There is no action, suit, proceeding or investigation
pending or, to its knowledge, threatened against the Servicer
that,
either individually or in the aggregate, which would reasonably
be
expected to (A) result in any change in the business,
operations,
financial condition, properties or assets of the Servicer that
might
prohibit or materially and adversely affect the performance by
such
Servicer of its obligations under, or the validity or
enforceability
of, this Agreement, or (B) result in any material impairment of
the
right or ability of the Servicer to carry on its business
substantially
as now conducted, or (C) draw into question the validity or
enforceability of this Agreement or of any action taken or to be
taken
in connection with the obligations of the Servicer contemplated
herein,
or (D) impair materially the ability of the Servicer to perform
under
the terms of this Agreement;
(vii) The
monthly tape information required hereunder to be
provided to the Trustee shall be true and correct in all
material
respects;
(viii) The
Servicer will not waive any Prepayment Charge
unless it is waived in accordance with the standard set forth
in
Section 3.01; and
(ix)
The Servicer will transmit full-file credit reporting
data for each Mortgage Loan pursuant to Fannie Mae Guide
Announcement
95-19 and that for each Mortgage Loan, the Servicer agrees to
report
one of the following statuses each month as follows: new
origination,
current, delinquent (30-, 60-, 90-days, etc.), foreclosed or
charged
off.
It is understood and agreed that the representations,
warranties and covenants set forth in this
Section 2.05 shall survive delivery
of the Mortgage Files to the Trustee and
shall inure to the benefit of the
Trustee, the Depositor and the
Certificateholders. Upon discovery by any of the
Depositor, the Servicer or the Trustee of a
breach of any of the foregoing
representations, warranties and covenants
which materially and adversely affects
the value of any Mortgage Loan, Prepayment
Charge or the interests therein of
the Certificateholders, the party
discovering such breach shall give prompt
written notice (but in no event later than
two Business Days following such
discovery) to the Servicer and the Trustee.
Notwithstanding the foregoing,
within 90 days of the earlier of discovery
by the Servicer or receipt of notice
by the Servicer of the breach of the
representation or covenant of the Servicer
set forth in Section 2.05(x) above which
materially and adversely affects the
interests of the Holders of the Class P
Certificates in any Prepayment Charge,
the Servicer must pay the amount of such
waived Prepayment Charge, for the
benefit of the Holders of the Class P
Certificates, by depositing such amount
into the Collection Account. The foregoing
shall not, however, limit any
remedies available to the
Certificateholders, the Depositor or the Trustee on
behalf of the Certificateholders, pursuant
to the Master Agreements respecting a
breach of the representations, warranties
and covenants of the Originator.
SECTION 2.06 Representations and Warranties of the Depositor.
The Depositor represents and warrants to the Trust, the
Servicer and the Trustee on behalf of the
Certificateholders as follows:
(i) This
agreement constitutes a legal, valid and binding
obligation of the Depositor, enforceable against the Depositor
in
accordance with its terms, except as enforceability may be limited
by
applicable bankruptcy, insolvency, reorganization, moratorium or
other
similar laws now or hereafter in effect affecting the enforcement
of
creditors' rights in general and except as such enforceability may
be
limited by general principles of equity (whether considered in
a
proceeding at law or in equity);
(ii)
Immediately prior to the sale and assignment by the
Depositor to the Trustee on behalf of the Trust of each Mortgage
Loan,
the Depositor had good and marketable title to each Mortgage
Loan
(insofar as such title was conveyed to it by the Seller) subject to
no
prior lien, claim, participation interest, mortgage, security
interest,
pledge, charge or other encumbrance or other interest of any
nature;
(iii) As
of the Closing Date, the Depositor has transferred
all right, title and interest in the Mortgage Loans to the Trustee
on
behalf of the Trust;
(iv)
The Depositor has not transferred the Mortgage Loans
to the Trustee on behalf of the Trust with any intent to hinder,
delay
or defraud any of its creditors;
(v) The
Depositor has been duly incorporated and is
validly existing as a corporation in good standing under the laws
of
Delaware, with full corporate power and authority to own its assets
and
conduct its business as presently being conducted;
(vi)
The Depositor is not in violation of its articles of
incorporation or by-laws or in default in the performance or
observance
of any material obligation, agreement, covenant or condition
contained
in any contract, indenture, mortgage, loan agreement, note, lease
or
other instrument to which the Depositor is a party or by which it
or
its properties may be bound, which default might result in any
material
adverse changes in the financial condition, earnings, affairs
or
business of the Depositor or which might materially and
adversely
affect the properties or assets, taken as a whole, of the
Depositor;
(vii) The
execution, delivery and performance of this
Agreement by the Depositor, and the consummation of the
transactions
contemplated thereby, do not and will not result in a material
breach
or violation of any of the terms or provisions of, or, to the
knowledge
of the Depositor, constitute a default under, any indenture,
mortgage,
deed of trust, loan agreement or other agreement or instrument to
which
the Depositor is a party or by which the Depositor is bound or to
which
any of the property or assets of the Depositor is subject, nor
will
such actions result in any violation of the provisions of the
articles
of incorporation or by-laws of the Depositor or, to the best of
the
Depositor's knowledge without independent investigation, any
statute or
any order, rule or regulation of any court or governmental agency
or
body having jurisdiction over the Depositor or any of its
properties or
assets (except for such conflicts, breaches, violations and
defaults as
would not have a material adverse effect on the ability of the
Depositor to perform its obligations under this Agreement);
(viii) To the
best of the Depositor's knowledge without any
independent investigation, no consent, approval, authorization,
order,
registration or qualification of or with any court or
governmental
agency or body of the United States or any other jurisdiction
is
required for the issuance of the Certificates, or the consummation
by
the Depositor of the other transactions contemplated by this
Agreement,
except such consents, approvals, authorizations, registrations
or
qualifications as (a) may be required under State securities or
Blue
Sky laws, (b) have been previously obtained or (c) the failure of
which
to obtain would not have a material adverse effect on the
performance
by the Depositor of its obligations under, or the validity or
enforceability of, this Agreement; and
(ix)
There are no actions, proceedings or investigations
pending before or, to the Depositor's knowledge, threatened by
any
court, administrative agency or other tribunal to which the
Depositor
is a party or of which any of its properties is the subject: (a)
which
if determined adversely to the Depositor would have a material
adverse
effect on the business, results of operations or financial
condition of
the Depositor; (b) asserting the invalidity of this Agreement or
the
Certificates; (c) seeking to prevent the issuance of the
Certificates
or the consummation by the Depositor of any of the transactions
contemplated by this Agreement, as the case may be; or (d) which
might
materially and adversely affect the performance by the Depositor of
its
obligations under, or the validity or enforceability of, this
Agreement.
SECTION 2.07 Issuance of Certificates.
The Trustee acknowledges the assignment to it of the Mortgage
Loans and the delivery to it of the
Mortgage Files, subject to the provisions of
Sections 2.01 and 2.02, together with the
assignment to it of all other assets
included in the Trust Fund, receipt of
which is hereby acknowledged.
Concurrently with such assignment and
delivery and in exchange therefor, the
Trustee, pursuant to the written request of
the Depositor executed by an officer
of the Depositor, has executed,
authenticated and delivered to or upon the order
of the Depositor, the Certificates in
authorized denominations. The interests
evidenced by the Certificates constitute
the entire beneficial ownership
interest in the Trust Fund.
(a)
[reserved]
SECTION 2.08 Acceptance of REMIC 1, REMIC 2, REMIC 3 and
REMIC 4 by the Trustee; Conveyance of REMIC
1 Regular Interests, Class C Interest and
Class P Interest; Issuance of Certificates.
(a) The
Depositor, concurrently with the execution and
delivery hereof, does hereby transfer,
assign, set over and otherwise convey in
trust to the Trustee without recourse all
the right, title and interest of the
Depositor in and to the assets described in
the definition of REMIC 1 for the
benefit of the holders of the REMIC 1
Regular Interests (which are
uncertificated) and the Class R
Certificates (in respect of the Class R-1
Interest). The Trustee acknowledges receipt
of the assets described in the
definition of REMIC 1 Regular Interests
(which are uncertificated) and declares
that it holds and will hold the same in
trust for the exclusive use and benefit
of the holders of the REMIC 1 Regular
Interests and the Class R Certificates (in
respect of the Class R-1 Interest). The
interests evidenced by the Class R-1
Interest, together with the REMIC 1 Regular
Interests, constitute the entire
beneficial ownership interest in REMIC
1.
(b)
The
Depositor concurrently with the execution and
delivery hereof, does hereby transfer,
assign, set over and otherwise convey in
trust to the Trustee without recourse all
the right, title and interest of the
Depositor in and to the REMIC 1 Regular
Interests for the benefit of the holders
of the REMIC 1 Regular Interests (which are
uncertificated) and the Class R
Certificates (in respect of the Class R-2
Interest). The Trustee acknowledges
receipt of the REMIC 1 Regular Interests
and declares that it holds and will
hold the same in trust for the exclusive
use and benefit of the holders of the
REMIC 2 Regular Interests and the Class R
Certificates (in respect of the Class
R-2 Interest). The interests evidenced by
the Class R-2 Interest, together with
the Regular Certificates (other than the
Class C Certificates and Class P
Certificates), constitute the entire
beneficial ownership interest in REMIC 2.
(c) The
Depositor concurrently with the execution and
delivery hereof, does hereby transfer,
assign, set over and otherwise convey in
trust to the Trustee without recourse all
the right, title and interest of the
Depositor in and to the Class C Interest
(which is uncertificated) for the
benefit of the Holders of the Class C
Certificates and the Class R-X
Certificates (in respect of the Class R-3
Interest). The interests evidenced by
the Class R-3 Interest, together with the
Class C Certificates, constitute the
entire beneficial ownership interest in
REMIC 3.
(d) The
Depositor concurrently with the execution and
delivery hereof, does hereby transfer,
assign, set over and otherwise convey in
trust to the Trustee without recourse all
the right, title and interest of the
Depositor in and to the Class P Interest
(which is uncertificated) for the
benefit of the Holders of the Class P
Certificates and the Class R-X
Certificates (in respect of the Class R-4
Interest). The interests evidenced by
the Class R-4 Interest, together with the
Class P Certificates, constitute the
entire beneficial ownership interest in
REMIC 4.
(e) In
exchange for the REMIC 1 Regular Interests and,
concurrently with the assignment to the
Trustee thereof, pursuant to the written
request of the Depositor executed by an
officer of the Depositor, the Trustee
has executed, authenticated and delivered
to or upon the order of the Depositor,
the Regular Certificates (other than the
Class C Certificates and Class P
Certificates) in authorized denominations,
which Certificates, together with the
Class C Interests and Class P Interests and
the Class R Certificates (in respect
of the Class R-2 Interest), evidence the
entire beneficial ownership interest in
REMIC 2.
(f) In
exchange for the Class C Interest and,
concurrently with the assignment to the
Trustee thereof, pursuant to the written
request of the Depositor executed by an
officer of the Depositor, the Trustee
has executed, authenticated and delivered
to or upon the order of the Depositor,
the Class C Certificates in authorized
denominations, which Certificates,
together with the Class R-X Certificates
(in respect of the Class R-3 Interest),
evidence the entire beneficial ownership
interest in REMIC 3.
(g) In
exchange for the Class P Interest and,
concurrently with the assignment to the
Trustee thereof, pursuant to the written
request of the Depositor executed by an
officer of the Depositor, the Trustee
has executed, authenticated and delivered
to or upon the order of the Depositor,
the Class P Certificates in authorized
denominations, which Certificates,
together with the Class R-X Certificates
(in respect of the Class R-4 Interest),
evidence the entire beneficial ownership
interest in REMIC 4.
(h)
Concurrently with (i) the assignment and delivery to
the Trustee of REMIC 1 (including the
Residual Interest therein represented by
the Class R-1 Interest) and the acceptance
by the Trustee thereof, pursuant to
Section 2.01, Section 2.02 and Section
2.09(a), (ii) the assignment and delivery
to the Trustee of REMIC 2 (including the
Residual Interest therein represented
by the Class R-2 Interest) and the
acceptance by the Trustee thereof, pursuant
to Section 2.09(b), (iii) the assignment
and delivery to the Trustee of REMIC 3
(including the Residual Interest therein
represented by the Class R-3 Interest)
and the acceptance by the Trustee thereof,
pursuant to Section 2.09(c) and (iv)
the assignment and delivery to the Trustee
of REMIC 4 (including the Residual
Interest therein represented by the Class
R-4 Interest) and the acceptance by
the Trustee thereof, pursuant to Section
2.09(d), the Trustee, pursuant to the
written request of the Depositor executed
by an officer of the Depositor, has
executed, authenticated and delivered to or
upon the order of the Depositor, the
Class R Certificates (evidencing the Class
R-1 Interest and the Class R-2
Interest) and the Class R-X Certificates
(evidencing the Class R-3 and Class R-4
Interest) in authorized denominations.
<PAGE>
ARTICLE III
ADMINISTRATION AND SERVICING
OF THE MORTGAGE LOANS
SECTION 3.01 Servicer to Act as Servicer.
The Servicer shall service and administer the Mortgage Loans
on behalf of the Trust and in the best
interests of and for the benefit of the
Certificateholders (as determined by the
Servicer in its reasonable judgment) in
accordance with the terms of this Agreement
and the Mortgage Loans and, to the
extent consistent with such terms, in the
same manner in which it services and
administers similar mortgage loans for its
own portfolio, giving due
consideration to customary and usual
standards of practice of mortgage lenders
and loan servicers administering similar
mortgage loans but without regard to:
(i) any
relationship that the Servicer, any Sub-Servicer
or any Affiliate of the Servicer or any Sub-Servicer may have with
the
related Mortgagor;
(ii)
the ownership or non-ownership of any Certificate by
the Servicer or any Affiliate of the Servicer;
(iii) the
Servicer's obligation to make Advances or
Servicing Advances; or
(iv)
the Servicer's or any Sub-Servicer's right to receive
compensation for its services hereunder or with respect to any
particular transaction (the "Servicing Standard").
To the extent consistent with the foregoing, the Servicer (a)
shall seek the timely and complete recovery
of principal and interest on the
Mortgage Notes and (b) shall waive (or
permit a Sub-Servicer to waive) a
