<PAGE>
EXECUTION COPY
MERRILL LYNCH MORTGAGE INVESTORS, INC.
Depositor
WILSHIRE CREDIT CORPORATION,
Servicer
and
WELLS FARGO BANK, N.A.
Trustee
--------------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of May 1, 2005
--------------------------------------
MERRILL LYNCH MORTGAGE INVESTORS TRUST,
MORTGAGE LOAN ASSET-BACKED CERTIFICATES, SERIES 2005-WMC2
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TABLE OF CONTENTS
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ARTICLE I DEFINITIONS
.......................................................................................................1
ARTICLE II CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND
WARRANTIES.....................................................48
SECTION 2.01. Conveyance of
Mortgage
Loans...................................................................48
Section 2.02. Acceptance by
the Trustee of the Mortgage
Loans................................................50
Section 2.03. Representations,
Warranties and Covenants of the
Depositor.....................................51
Section 2.04. Representations
and Warranties of the
Servicer.................................................55
Section 2.05. Substitutions
and Repurchases of Mortgage Loans which are not "Qualified
Mortgages"............56
Section 2.06. Authentication
and Delivery of
Certificates....................................................57
Section 2.07. REMIC
Elections................................................................................57
Section 2.08.
[RESERVED].....................................................................................61
Section 2.09. Covenants of the
Servicer......................................................................61
Section 2.10.
[RESERVED].....................................................................................61
Section 2.11. Permitted
Activities of the
Trust..............................................................61
Section 2.12. Qualifying
Special Purpose
Entity..............................................................61
ARTICLE III ADMINISTRATION AND SERVICING OF
MORTGAGE
LOANS..................................................................61
Section 3.01. Servicer to
Service Mortgage
Loans.............................................................61
Section 3.02. Servicing and
Subservicing; Enforcement of the Obligations of
Servicer.........................63
Section 3.03. Rights of the
Depositor and the Trustee in Respect of the
Servicer.............................63
Section 3.04. Trustee to Act
as
Servicer.....................................................................64
Section 3.05. Collection of
Mortgage Loan Payments; Collection Account; Certificate
Account..................64
Section 3.06. Collection of
Taxes, Assessments and Similar Items; Escrow
Accounts............................68
Section 3.07. Access to
Certain Documentation and Information Regarding the Mortgage
Loans...................68
Section 3.08. Permitted
Withdrawals from the Collection Account and Certificate
Account......................68
Section 3.09.
[RESERVED].....................................................................................70
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Section 3.10. Maintenance of
Hazard
Insurance................................................................70
Section 3.11. Enforcement of
Due-On-Sale Clauses; Assumption
Agreements......................................71
Section 3.12. Realization Upon
Defaulted Mortgage Loans; Determination of Excess Proceeds;
Special
Loss
Mitigation................................................................................72
Section 3.13. Trustee to
Cooperate; Release of Mortgage
Files................................................76
Section 3.14. Documents,
Records and Funds in Possession of Servicer to be Held for the
Trustee..............77
Section 3.15. Servicing
Compensation.........................................................................77
Section 3.16. Access to
Certain
Documentation................................................................78
Section 3.17. Annual Statement
as to
Compliance..............................................................78
Section 3.18. Annual
Independent Public Accountants' Servicing Statement; Financial
Statements...............78
Section 3.19. Rights of the
NIMs
Insurer.....................................................................78
Section 3.20. Periodic
Filings...............................................................................78
Section 3.21. Annual
Certificate by
Trustee..................................................................79
Section 3.22. Annual
Certificate by
Servicer.................................................................80
Section 3.23. Prepayment
Charge Reporting
Requirements.......................................................80
Section 3.24.
[RESERVED.]....................................................................................81
Section 3.25.
Indemnification................................................................................81
Section 3.26.
Nonsolicitation................................................................................81
Section 3.27. High Cost
Mortgage
Loans.......................................................................81
ARTICLE IV DISTRIBUTIONS
...................................................................................................82
Section 4.01.
Advances.......................................................................................82
Section 4.02. Reduction of
Servicing Compensation in Connection with Prepayment Interest
Shortfalls..........83
Section 4.03. Distributions on
the REMIC
Interests...........................................................83
Section 4.04.
Distributions..................................................................................83
Section 4.05. Monthly
Statements to
Certificateholders.......................................................90
ARTICLE V THE
CERTIFICATES..................................................................................................93
Section 5.01. The
Certificates...............................................................................93
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Section 5.02. Certificate
Register; Registration of Transfer and Exchange of
Certificates....................94
Section 5.03. Mutilated,
Destroyed, Lost or Stolen
Certificates..............................................98
Section 5.04. Persons Deemed
Owners..........................................................................98
Section 5.05. Access to List
of Certificateholders' Names and
Addresses......................................98
Section 5.06. Book-Entry
Certificates........................................................................99
Section 5.07. Notices to
Depository..........................................................................99
Section 5.08. Definitive
Certificates.......................................................................100
Section 5.09. Maintenance of
Office or
Agency...............................................................100
Section 5.10.
[RESERVED]....................................................................................100
ARTICLE VI THE DEPOSITOR AND THE
SERVICER..................................................................................100
Section 6.01. Respective
Liabilities of the Depositor and the
Servicer......................................100
Section 6.02. Merger or
Consolidation of the Depositor or the
Servicer......................................100
Section 6.03. Limitation on
Liability of the Depositor, the Servicer and
Others.............................101
Section 6.04. Limitation on
Resignation of
Servicer.........................................................101
Section 6.05. Errors and
Omissions Insurance; Fidelity
Bonds................................................102
Section 6.06.
[RESERVED]....................................................................................102
Section 6.07.
[RESERVED]....................................................................................102
ARTICLE VII DEFAULT; TERMINATION OF
SERVICER...............................................................................102
Section 7.01. Events of
Default.............................................................................102
Section 7.02. Trustee Act;
Appointment of
Successor.........................................................104
Section 7.03. Notification to
Certificateholders............................................................105
ARTICLE VIII CONCERNING The
Trustee........................................................................................105
Section 8.01. Duties of the
Trustee.........................................................................105
Section 8.02. Certain Matters
Affecting the
Trustee.........................................................106
Section 8.03. Trustee Not
Liable for Certificates or Mortgage
Loans.........................................107
Section 8.04. Trustee May Own
Certificates..................................................................108
Section 8.05. Trustee's Fees
and
Expenses...................................................................108
Section 8.06. Indemnification
and Expenses of
Trustee.......................................................108
Section 8.07. Eligibility
Requirements for
Trustee..........................................................109
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Section 8.08. Resignation and
Removal of
Trustee............................................................109
Section 8.09. Successor
Trustee.............................................................................110
Section 8.10. Merger or
Consolidation of
Trustee............................................................110
Section 8.11. Appointment of
Co-Trustee or Separate
Trustee.................................................110
Section 8.12. Tax
Matters...................................................................................112
ARTICLE IX TERMINATION
....................................................................................................114
Section 9.01. Termination upon
Liquidation or Repurchase of all Mortgage
Loans..............................114
Section 9.02. Final
Distribution on the
Certificates........................................................115
Section 9.03. Additional
Termination
Requirements...........................................................116
ARTICLE X MISCELLANEOUS
PROVISIONS.........................................................................................117
Section 10.01.
Amendment.....................................................................................117
Section 10.02.
Counterparts..................................................................................119
Section 10.03. Governing
Law.................................................................................119
Section 10.04. Intention of
Parties..........................................................................119
Section 10.05.
Notices.......................................................................................119
Section 10.06. Severability of
Provisions....................................................................120
Section 10.07.
Assignment....................................................................................120
Section 10.08. Limitation on Rights
of
Certificateholders....................................................121
Section 10.09. Inspection and Audit
Rights...................................................................122
Section 10.10. Certificates
Nonassessable and Fully
Paid.....................................................122
Section 10.11. Third Party
Rights............................................................................123
Section 10.12. Additional Rights of
the NIMs
Insurer.........................................................123
ARTICLE XI [RESERVED]
.....................................................................................................
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EXHIBIT A FORMS OF
CERTIFICATES
EXHIBIT B-1 MORTGAGE LOAN SCHEDULE
-MORTGAGE POOL
EXHIBIT B-2 MORTGAGE LOAN SCHEDULE -
GROUP ONE MORTGAGE LOANS
EXHIBIT B-3 MORTGAGE LOAN SCHEDULE -
GROUP TWO MORTGAGE LOANS
EXHIBIT C [RESERVED]
EXHIBIT D FORM OF
CUSTODIAN CERTIFICATION
EXHIBIT E-1 FORM OF TRANSFEREE'S LETTER
AND AFFIDAVIT
EXHIBIT E-2 FORM OF TRANSFEROR'S
AFFIDAVIT
EXHIBIT F FORM OF
TRANSFEROR CERTIFICATE
EXHIBIT G FORM OF
INVESTMENT LETTER (ACCREDITED INVESTOR)
EXHIBIT H FORM OF RULE
144A LETTER (QUALIFIED INSTITUTIONAL BUYER)
EXHIBIT I FORM OF REQUEST
FOR RELEASE
EXHIBIT J [RESERVED]
EXHIBIT K FORM OF
OFFICER'S CERTIFICATE OF TRUSTEE
EXHIBIT L FORM OF
OFFICER'S CERTIFICATE OF SERVICER
EXHIBIT M-1 FORM OF DELINQUENCY
REPORT
EXHIBIT M-2 FORM OF MONTHLY REMITTANCE
ADVICE
EXHIBIT M-3 FORM OF REALIZED LOSS
REPORT
EXHIBIT N-1 FORM OF CLASS A-1 CAP
CONTRACT
EXHIBIT N-2 FORM OF CLASS A-2 CAP
CONTRACT
EXHIBIT N-3 FORM OF SUBORDINATED
CERTIFICATE CAP CONTRACT
EXHIBIT O-1 ONE-MONTH LIBOR CAP TABLE -
CLASS A-1 CAP CONTRACT
EXHIBIT O-2 ONE-MONTH LIBOR CAP TABLE -
CLASS A-2 CAP CONTRACT
EXHIBIT O-3 ONE-MONTH LIBOR CAP TABLE -
SUBORDINATED CERTIFICATE CAP CONTRACT
<PAGE>
POOLING AND SERVICING AGREEMENT (the "Agreement"), dated as of
May 1, 2005, among MERRILL LYNCH MORTGAGE
INVESTORS, INC., a Delaware
corporation, as depositor (the
"Depositor"), WILSHIRE CREDIT CORPORATION, a
Nevada corporation, as servicer (the
"Servicer") and WELLS FARGO BANK, N.A, a
national banking association, as trustee
(the "Trustee").
The Depositor is the owner of the Trust Fund that is hereby
conveyed to the Trustee in return for the
Certificates. The Trust Fund for
federal income tax purposes will consist of
(i) two real estate mortgage
investment conduits, (ii) the right to
receive payments distributable to the
Class P Certificates pursuant to Section
4.04(b)(i) hereof, (iii) the Cap
Contracts and the Cap Contract Account and
(iv) the grantor trusts described in
Section 2.07 hereof. The Lower Tier REMIC
will consist of all of the assets
constituting the Trust Fund (other than the
assets described in clauses (ii),
(iii) and (iv) above and the Lower Tier
REMIC Regular Interests) and will be
evidenced by the Lower Tier REMIC Regular
Interests (which will be
uncertificated and will represent the
"regular interests" in the Lower Tier
REMIC) and the Class LTR Interest as the
single "residual interest" in the Lower
Tier REMIC. The Trustee will hold the Lower
Tier REMIC Regular Interests. The
Upper Tier REMIC will consist of the Lower
Tier REMIC Regular Interests and will
be evidenced by the REMIC Regular Interests
(which will represent the "regular
interests" in the Upper Tier REMIC) and the
Residual Interest as the single
"residual interest" in the Upper Tier
REMIC. The Class R Certificate will
represent beneficial ownership of the Class
LTR Interest and the Residual
Interest. The "latest possible maturity
date" for federal income tax purposes of
all interests created hereby will be the
Latest Possible Maturity Date.
All covenants and agreements made by the Transferor in the
Transfer Agreement, by the Seller in the
Sale Agreement and by the Depositor and
the Trustee herein with respect to the
Mortgage Loans and the other property
constituting the Trust Fund are for the
benefit of the Holders from time to time
of the Certificates and, to the extent
provided herein, the NIMs Insurer.
In consideration of the mutual agreements herein contained,
the Depositor, the Servicer and the Trustee
hereby agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and
phrases, unless the context otherwise
requires, shall have the following
meanings:
Accepted Servicing Practices: The Servicer's normal servicing
practices, which will conform to the
mortgage servicing practices of prudent
mortgage lending institutions which service
for their own account mortgage loans
of the same type as the Mortgages Loans in
the jurisdictions in which the
related Mortgaged Properties are
located.
Accrual Period: With respect to each Class of Certificates and
the
Lower Tier REMIC Interests and any
Distribution Date, the period commencing on
the immediately preceding Distribution Date
(or, in the case of the first
Distribution Date, the Closing Date) and
ending on the day immediately preceding
such Distribution Date. All calculations of
interest on each Class of
Certificates and the Lower Tier REMIC
Interests will be made on the basis of the
actual number of days elapsed in the
related Accrual Period and a 360 day year.
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Adjustable Rate Mortgage Loan: A Mortgage Loan identified in
the
Mortgage Loan Schedule as having a Mortgage
Rate which is adjustable.
Adjustment Date: As to each Adjustable Rate Mortgage Loan, each
date on
which the related Mortgage Rate is subject
to adjustment, as provided in the
related Mortgage Note.
Advance: The aggregate of the advances required to be made by
the
Servicer with respect to any Distribution
Date pursuant to Section 4.01, the
amount of any such advances being equal to
the sum of the aggregate of payments
of principal and interest (net of the
Servicing Fee Rate) on the Mortgage Loans
that were due during the applicable Due
Period and not received as of the close
of business on the related Determination
Date, less the aggregate amount of any
such Delinquent payments that the Servicer
has determined would constitute a
Non-Recoverable Advance were an advance to
be made with respect thereto;
provided, however, that with respect to any
Mortgage Loan that is 150 days
delinquent or more (whether or not the
Mortgage Loan has been converted to an
REO Property), there will be no obligation
to make advances and, provided
further, however, that with respect to any
Mortgage Loan that has been converted
to an REO Property which is less than 150
days delinquent, the obligation to
make Advances shall be limited to payments
of interest.
Advance Facility: A financing or other facility as described in
Section
10.07(a).
Advancing Person: The Person to whom the Servicer's rights under
this
Agreement to be reimbursed for any Advances
or Servicing Advances have been
assigned pursuant to Section 10.07.
Affiliate: With respect to any specified Person, any other
Person
controlling, controlled by or under common
control with such Person. For the
purposes of this definition, "control"
means the power to direct the management
and policies of a Person, directly or
indirectly, whether through ownership of
voting securities, by contract or
otherwise; and the terms "controlling" and
"controlled" have meanings correlative to
the foregoing.
Aggregate Certificate Principal Balance: For any date of
determination,
the sum of the Class A-1A Certificate
Principal Balance, the Class A-1B
Certificate Principal Balance, the Class
A-2A Certificate Principal Balance, the
Class A-2B Certificate Principal Balance,
the Class A-2C Certificate Principal
Balance, the Class A-2D Certificate
Principal Balance, the Class R Certificate
Principal Balance, the Class M-1
Certificate Principal Balance, the Class M-2
Certificate Principal Balance, the Class
M-3 Certificate Principal Balance, the
Class M-4 Certificate Principal Balance,
the Class M-5 Certificate Principal
Balance, the Class M-6 Certificate
Principal Balance, the Class B-1 Certificate
Principal Balance, the Class B-2
Certificate Principal Balance, the Class B-3
Certificate Principal Balance and the Class
B-4 Certificate Principal Balance,
in each case as of such date of
determination.
Agreement: This Pooling and Servicing Agreement and any and all
amendments or supplements hereto made in
accordance with the terms herein.
Applied Realized Loss Amount: With respect to any Distribution
Date,
the amount, if any, by which, the sum of
(i) the Aggregate Certificate Principal
Balance and (ii) the Class C Certificate
Principal Balance after distributions
of principal on such Distribution Date
exceeds the aggregate Stated Principal
Balance of the Mortgage Loans as of such
Distribution Date.
Appraised Value: With respect to a Mortgage Loan the proceeds of
which
were used to purchase the related Mortgaged
Property, the "Appraised Value" of a
Mortgaged Property is the lesser of (1) the
appraised value based on an
appraisal made for the Seller by an
independent fee appraiser at the time of the
origination of the related Mortgage Loan,
and (2) the sales price of such
Mortgaged Property at such time of
origination. With respect to a Mortgage Loan
the proceeds of which were used to
refinance an
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existing mortgage loan, the "Appraised
Value" is the appraised value of the
Mortgaged Property based upon the appraisal
obtained at the time of refinancing.
Assignment of Mortgage: An assignment of the Mortgage, notice
of
transfer or equivalent instrument, in
recordable form, sufficient under the laws
of the jurisdiction where the related
Mortgaged Property is located to reflect
of record the sale and assignment of the
Mortgage Loan to the Trustee, which
assignment, notice of transfer or
equivalent instrument may, if permitted by
law, be in the form of one or more blanket
assignments covering Mortgages
secured by Mortgaged Properties located in
the same county.
Auction: The one-time auction conducted by the Trustee, as
described in
Section 9.01(b) hereof.
Auction Date: The date on which the Auction occurs.
Available Funds Cap: Any of the Class A-1 Available Funds Cap,
the
Class A-2 Available Funds Cap or the
Subordinated Certificate Available Funds
Cap.
Balloon Loan: A Mortgage Loan having an original term to stated
maturity of approximately 10 years which
provides for level monthly payments of
principal and interest based on a 30-year
amortization schedule, with a balloon
payment of the remaining outstanding
principal balance due on such Mortgage Loan
at its stated maturity.
Book-Entry Certificates: Any of the Certificates that shall be
registered in the name of the Depository or
its nominee, the ownership of which
is reflected on the books of the Depository
or on the books of a Person
maintaining an account with the Depository
(directly, as a "Depository
Participant", or indirectly, as an indirect
participant in accordance with the
rules of the Depository and as described in
Section 5.06). As of the Closing
Date, each of the Class A, Class M and
Class B Certificates constitutes a Class
of Book-Entry Certificates.
Book-Entry Regulation S Global Securities: As defined in Section
5.01.
Bring Down Letter: That certain letter agreement, dated as of May
31,
2005 among WMC and the Seller.
Business Day: Any day other than (1) a Saturday or a Sunday, or (2)
a
day on which banking institutions in the
State of California, State of Maryland,
State of Minnesota, State of Oregon and in
the City of New York, New York are
authorized or obligated by law or executive
order to be closed.
Cap Contracts: Any of the Class A-1 Cap Contract, the Class A-2
Cap
Contract or the Subordinated Certificate
Cap Contract.
Cap Contract Account: The separate Eligible Account created and
maintained by the Trustee pursuant to
Section 4.04(k) in the name of the Trustee
for the benefit of the Trust Fund and
designated "Wells Fargo Bank, N.A., as
Trustee, in trust for registered holders of
Merrill Lynch Mortgage Investors
Trust, Mortgage Loan Asset-Backed
Certificates, Series 2005-WMC2." Funds in the
Cap Contract Account shall be held in trust
for the Trust Fund for the uses and
purposes set forth in this Agreement.
Cap Contract Counterparty: The Royal Bank of Scotland plc.
Cap Contract Notional Balance: Any of the Class A-1 Cap Contact
Notional Balance, the Class A-2 Cap
Contract Notional Balance or the
Subordinated Certificate Cap Contract
Notional Balance.
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Cap Contract Termination Date: Any of the Class A-1 Cap
Contract
Termination Date, the Class A-2 Cap
Contract Termination Date or the
Subordinated Certificate Cap Contract
Termination Date.
Certificate: Any one of the certificates of any Class executed by
the
Trustee and authenticated by the Trustee in
substantially the forms attached
hereto as Exhibit A.
Certificate Account: The separate Eligible Account created and
maintained by the Trustee pursuant to
Section 3.05(f) in the name of the Trustee
for the benefit of the Certificateholders
and designated "Wells Fargo Bank,
N.A., as Trustee, in trust for registered
holders of Merrill Lynch Mortgage
Investors Trust, Mortgage Loan Asset-Backed
Certificates, Series 2005-WMC2."
Funds in the Certificate Account shall be
held in trust for the
Certificateholders for the uses and
purposes set forth in this Agreement.
Certificate Group: Either of Certificate Group One or Certificate
Group
Two.
Certificate Group One: The Class A-1A, Class A-1B and Class R
Certificates. For purposes of Section 2.07
hereof, Certificate Group One shall
be related to Group One.
Certificate Group Two: The Class A-2A, Class A-2B, Class A-2C and
Class
A-2D Certificates. For purposes of Section
2.07 hereof, Certificate Group Two
shall be related to Group Two.
Certificate Owner: With respect to a Book-Entry Certificate, the
Person
that is the beneficial owner of such
Book-Entry Certificate.
Certificate Principal Balance: As to any Certificate and as of
any
Distribution Date, the Initial Certificate
Principal Balance of such Certificate
less the sum of (1) all amounts distributed
with respect to such Certificate in
reduction of the Certificate Principal
Balance thereof on previous Distribution
Dates pursuant to Section 4.04, and (2) any
Applied Realized Loss Amounts
allocated to such Certificate on previous
Distribution Dates pursuant to Section
4.04(i). On each Distribution Date, after
all distributions of principal on such
Distribution Date, a portion of the Class C
Interest Carry Forward Amount in an
amount equal to the excess of the
Overcollateralization Amount on such
Distribution Date over the
Overcollateralization Amount as of the preceding
Distribution Date (or, in the case of the
first Distribution Date, the initial
Overcollateralization Amount (based on the
Stated Principal Balance of the
Mortgage Loans as of the Cut-Off Date))
will be added to the aggregate
Certificate Principal Balance of the Class
C Certificates (on a pro rata basis).
Notwithstanding the foregoing on any
Distribution Date relating to a Due Period
in which a Subsequent Recovery has been
received by the Servicer, the
Certificate Principal Balance of any Class
of Certificates then outstanding for
which any Applied Realized Loss Amount has
been allocated will be increased, in
order of seniority, by an amount equal to
the lesser of (i) the Unpaid Realized
Loss Amount for such Class of Certificates
and (ii) the total of any Subsequent
Recovery distributed on such date to the
Certificateholders (reduced by the
amount of the increase in the Certificate
Principal Balance of any more senior
Class of Certificates pursuant to this
sentence on such Distribution Date).
Certificate Register: The register maintained pursuant to Section
5.02
hereof.
Certificateholder or Holder: The Person in whose name a Certificate
is
registered in the Certificate Register
(initially, Cede & Co., as nominee for
the Depository) in the case of any Class of
Regular Certificates or the Class R
Certificate, except that solely for the
purpose of giving any consent pursuant
to this Agreement, any Certificate
registered in the name of the Depositor or
any Affiliate of the Depositor shall be
deemed not to be Outstanding and the
Percentage Interest evidenced thereby shall
not be taken into account in
determining whether the requisite amount of
Percentage Interests necessary to
effect such consent has been obtained;
provided, however, that if any such
Person (including the
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Depositor) owns 100% of the Percentage
Interests evidenced by a Class of
Certificates, such Certificates shall be
deemed to be Outstanding for purposes
of any provision hereof that requires the
consent of the Holders of Certificates
of a particular Class as a condition to the
taking of any action hereunder. The
Trustee is entitled to rely conclusively on
a certification of the Depositor or
any Affiliate of the Depositor in
determining which Certificates are registered
in the name of an Affiliate of the
Depositor.
Class: All Certificates bearing the same Class designation as set
forth
in Section 5.01 hereof.
Class A Certificate Principal Balance: For any date of
determination,
the sum of the Class A-1A Certificate
Principal Balance, the Class A-1B
Certificate Principal Balance, the Class R
Certificate Principal Balance, the
Class A-2A Certificate Principal Balance,
the Class A-2B Certificate Principal
Balance, the Class A-2C Certificate
Principal Balance and the Class A-2D
Certificate Principal Balance.
Class A Certificates: Any of the Class A-1A Certificates, the
Class
A-1B Certificates, the Class A-2A
Certificates, the Class A-2B Certificates, the
Class A-2C Certificates, the Class A-2D
Certificates and the Class R
Certificates
Class A Principal Distribution Amount: With respect to any
Distribution
Date (1) prior to the Stepdown Date or any
Distribution Date on which a Stepdown
Trigger Event exists, 100% of the Principal
Distribution Amount for such
Distribution Date and (2) on or after the
Stepdown Date where a Stepdown Trigger
Event does not exist, the excess of (A) the
Class A Certificate Principal
Balance immediately prior to such
Distribution Date over (B) the lesser of (i)
58.60% of the Stated Principal Balance of
the Mortgage Loans as of the end of
the immediately preceding Due Period and
(ii) the excess of the Stated Principal
Balance of the Mortgage Loans as of the end
of the immediately preceding Due
Period over the Minimum Required
Overcollateralization Amount provided, however,
that in no event will the Class A Principal
Distribution Amount with respect to
any Distribution Date exceed the aggregate
Certificate Principal Balance of the
Class A Certificates.
Class A-1 Available Funds Cap: With respect to a Distribution Date,
the
per annum rate equal to the product of (i)
12 and (ii) the quotient obtained by
dividing the amount of interest due on the
Group One Mortgage Loans at their Net
Mortgage Rates by the aggregate Stated
Principal Balance of the Group One
Mortgage Loans, with such rate being
multiplied by a fraction, the numerator of
which is 30 and the denominator of which is
the actual number of days in the
related Accrual Period.
Class A-1 Cap Contract: A confirmation and agreement between
the
Trustee on behalf of the Trust Fund and the
Cap Contract Counterparty for the
benefit of the Class A-1 and Class R
Certificates.
Class A-1 Cap Contract Notional Balance: As of any Distribution
Date,
the Notional Balance of the Class A-1 Cap
Contract for such Distribution Date
set forth in the table in Exhibit O-1.
Class A-1 Cap Contract
Termination Date: The Distribution Date
following the Distribution Date in
September 2008.
Class A-1 Certificates: Each of the Class A-1A Certificates and
the
Class A-1B Certificates.
Class A-1 Maximum Rate Cap: With respect to any Distribution Date,
the
per annum rate, adjusted to reflect the
length of the related Accrual Period,
equal to the weighted average of the
maximum lifetime Net Mortgage Rates on the
Group One Adjustable Rate Mortgage Loans
and the Net Mortgage Rates on the Group
One Fixed Rate Mortgage Loans.
Class A-1 Trigger Event: The situation that exists with respect to
any
Distribution Date (a) during the period
from the Closing Date through the
Distribution Date in May 2008, if the
aggregate
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<PAGE>
amount of Realized Losses incurred from the
Cut-off Date through the last day of
the related Due Period (after giving effect
to scheduled payments received or
advanced on or before the related
Determination Date and Principal Prepayments
received during the related Prepayment
Period) divided by the sum of the
aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-off Date
exceeds 3.00%, or (b) on any Distribution
Date on or after June 2008, if a
Stepdown Trigger Event is in effect.
Class A-1A Certificate: Any Certificate designated as a "Class
A-1A
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class A-1A Certificate Principal Balance: As of any date of
determination, the aggregate Certificate
Principal Balance of the Class A-1A
Certificates.
Class A-1A Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period
at the Class A-1A Pass-Through Rate on
the Class A-1A Certificate Principal
Balance as of such Distribution Date plus
the portion of any previous distributions
on such Class in respect of Current
Interest or a Class A-1A Interest Carry
Forward Amount that is recovered as a
voidable preference by a trustee in
bankruptcy, less any Non-Supported Interest
Shortfall allocated on such Distribution
Date to the Class A-1A Certificates.
Class A-1A Interest Carry Forward Amount: As of any Distribution
Date,
the sum of (1) the excess of (A) the Class
A-1A Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
A-1A Certificates with respect to interest
on such prior Distribution Dates and
(2) interest on such excess (to the extent
permitted by applicable law) at the
Class A-1A Pass-Through Rate for the
related Accrual Period.
Class A-1A Margin: As of any Distribution Date up to and including
the
Optional Termination Date for the
Certificates, 0.290% per annum and, as of any
Distribution Date after the Optional
Termination Date, 0.580% per annum.
Class A-1A Pass-Through Rate: For the first Distribution Date,
3.3800%
per annum. As of any Distribution Date
thereafter, the lesser of (1) One-Month
LIBOR plus the Class A-1A Margin and (2)
the Class A-1 Available Funds Cap for
such Distribution Date.
Class A-1B Certificate: Any Certificate designated as a "Class
A-1B
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class A-1B Certificate Principal Balance: As of any date of
determination, the aggregate Certificate
Principal Balance of the Class A-1B
Certificates.
Class A-1B Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period
at the Class A-1B Pass-Through Rate on
the Class A-1B Certificate Principal
Balance as of such Distribution Date plus
the portion of any previous distributions
on such Class in respect of Current
Interest or a Class A-1B Interest Carry
Forward Amount that is recovered as a
voidable preference by a trustee in
bankruptcy, less any Non-Supported Interest
Shortfall allocated on such Distribution
Date to the Class A-1B Certificates.
Class A-1B Interest Carry Forward Amount: As of any Distribution
Date,
the sum of (1) the excess of (A) the Class
A-1B Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
A-1B Certificates with respect to interest
on such prior Distribution Dates and
(2) interest on such excess (to the extent
permitted by applicable law) at the
Class A-1B Pass-Through Rate for the
related Accrual Period.
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<PAGE>
Class A-1B Margin: As of any Distribution Date up to and including
the
Optional Termination Date for the
Certificates, 0.260% per annum and, as of any
Distribution Date after the Optional
Termination Date, 0.520% per annum.
Class A-1B Pass-Through Rate: For the first Distribution Date,
3.3500%
per annum. As of any Distribution Date
thereafter, the lesser of (1) One-Month
LIBOR plus the Class A-1B Margin and (2)
the Class A-1 Available Funds Cap for
such Distribution Date.
Class A-2 Available Funds Cap: With respect to a Distribution Date,
the
per annum rate equal to the product of (i)
12 and (ii) the quotient obtained by
dividing the amount of interest due on the
Group Two Mortgage Loans at their Net
Mortgage Rates by the aggregate Stated
Principal Balance of the Group Two
Mortgage Loans, with such rate being
multiplied by a fraction, the numerator of
which is 30 and the denominator of which is
the actual number of days in the
related Accrual Period.
Class A-2 Cap Contract: A confirmation and agreement between
the
Trustee on behalf of the Trust Fund and the
Cap Contract Counterparty for the
benefit of the Class A-2 Certificates.
Class A-2 Cap Contract Notional Balance: The Notional Balance of
the
Class A-2 Cap Contract set forth in the
table in Exhibit O-2.
Class A-2 Cap Contract Termination Date: The Distribution Date
following the Distribution Date in February
2008.
Class A-2 Certificates: Each of the Class A-2A Certificates, the
Class
A-2B Certificates, the Class A-2C
Certificates and the Class A-2D Certificates.
Class A-2 Maximum Rate Cap: With respect to any Distribution Date,
the
per annum rate, adjusted to reflect the
length of the related Accrual Period,
equal to the weighted average of the
maximum lifetime Net Mortgage Rates on the
Group Two Adjustable Rate Mortgage Loans
and the Net Mortgage Rates on the Group
Two Fixed Rate Mortgage Loans.
Class A-2A Certificate: Any Certificate designated as a "Class
A-2A
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class A-2A Certificate Principal Balance: As of any date of
determination, the aggregate Certificate
Principal Balance of the Class A-2A
Certificates.
Class A-2A Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period
at the Class A-2A Pass-Through Rate on
the Class A-2A Certificate Principal
Balance as of such Distribution Date plus
the portion of any previous distributions
on such Class in respect of Current
Interest or a Class A-2A Interest Carry
Forward Amount that is recovered as a
voidable preference by a trustee in
bankruptcy, less any Non-Supported Interest
Shortfall allocated on such Distribution
Date to the Class A-2A Certificates.
Class A-2A Interest Carry Forward Amount: As of any Distribution
Date,
the sum of (1) the excess of (A) the Class
A-2A Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
A-2A Certificates with respect to interest
on such prior Distribution Dates and
(2) interest on such excess (to the extent
permitted by applicable law) at the
Class A-2A Pass-Through Rate for the
related Accrual Period.
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<PAGE>
Class A-2A Margin: As of any Distribution Date up to and including
the
Optional Termination Date for the
Certificates, 0.090% per annum and, as of any
Distribution Date after the Optional
Termination Date, 0.180% per annum.
Class A-2A Pass-Through Rate: For the first Distribution Date,
3.1800%
per annum. As of any Distribution Date
thereafter, the lesser of (1) One-Month
LIBOR plus the Class A-2A Margin and (2)
the Class A-2 Available Funds Cap for
such Distribution Date.
Class A-2B Certificate: Any Certificate designated as a "Class
A-2B
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class A-2B Certificate Principal Balance: As of any date of
determination, the aggregate Certificate
Principal Balance of the Class A-2B
Certificates.
Class A-2B Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period
at the Class A-2B Pass-Through Rate on
the Class A-2B Certificate Principal
Balance as of such Distribution Date plus
the portion of any previous distributions
on such Class in respect of Current
Interest or a Class A-2B Interest Carry
Forward Amount that is recovered as a
voidable preference by a trustee in
bankruptcy, less any Non-Supported Interest
Shortfall allocated on such Distribution
Date to the Class A-2B Certificates.
Class A-2B Interest Carry Forward Amount: As of any Distribution
Date,
the sum of (1) the excess of (A) the Class
A-2B Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
A-2B Certificates with respect to interest
on such prior Distribution Dates and
(2) interest on such excess (to the extent
permitted by applicable law) at the
Class A-2B Pass-Through Rate for the
related Accrual Period.
Class A-2B Margin: As of any Distribution Date up to and including
the
Optional Termination Date for the
Certificates, 0.180% per annum and, as of any
Distribution Date after the Optional
Termination Date, 0.360% per annum.
Class A-2B Pass-Through Rate: For the first Distribution Date,
3.2700%
per annum. As of any Distribution Date
thereafter, the lesser of (1) One-Month
LIBOR plus the Class A-2B Margin and (2)
the Class A-2 Available Funds Cap for
such Distribution Date.
Class A-2C Certificate: Any Certificate designated as a "Class
A-2C
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class A-2C Certificate Principal Balance: As of any date of
determination, the aggregate Certificate
Principal Balance of the Class A-2C
Certificates.
Class A-2C Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period
at the Class A-2C Pass-Through Rate on
the Class A-2C Certificate Principal
Balance as of such Distribution Date plus
the portion of any previous distributions
on such Class in respect of Current
Interest or a Class A-2C Interest Carry
Forward Amount that is recovered as a
voidable preference by a trustee in
bankruptcy, less any Non-Supported Interest
Shortfall allocated on such Distribution
Date to the Class A-2C Certificates.
Class A-2C Interest Carry Forward Amount: As of any Distribution
Date,
the sum of (1) the excess of (A) the Class
A-2C Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
A-2C Certificates with respect to interest
on such prior Distribution Dates
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<PAGE>
and (2) interest on such excess (to the
extent permitted by applicable law) at
the Class A-2C Pass-Through Rate for the
related Accrual Period.
Class A-2C Margin: As of any Distribution Date up to and
including
the Optional Termination Date for the
Certificates, 0.250% per annum and, as of
any Distribution Date after the Optional
Termination Date, 0.500% per annum.
Class A-2C Pass-Through Rate: For the first Distribution Date,
3.3400%
per annum. As of any Distribution Date
thereafter, the lesser of (1) One-Month
LIBOR plus the Class A-2C Margin and (2)
the Class A-2 Available Funds Cap for
such Distribution Date.
Class A-2D Certificate: Any Certificate designated as a "Class
A-2D
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class A-2D Certificate Principal Balance: As of any date of
determination, the aggregate Certificate
Principal Balance of the Class A-2D
Certificates.
Class A-2D Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period
at the Class A-2D Pass-Through Rate on
the Class A-2D Certificate Principal
Balance as of such Distribution Date plus
the portion of any previous distributions
on such Class in respect of Current
Interest or a Class A-2D Interest Carry
Forward Amount that is recovered as a
voidable preference by a trustee in
bankruptcy, less any Non-Supported Interest
Shortfall allocated on such Distribution
Date to the Class A-2D Certificates.
Class A-2D Interest Carry Forward Amount: As of any Distribution
Date,
the sum of (1) the excess of (A) the Class
A-2D Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
A-2D Certificates with respect to interest
on such prior Distribution Dates and
(2) interest on such excess (to the extent
permitted by applicable law) at the
Class A-2D Pass-Through Rate for the
related Accrual Period.
Class A-2D Margin: As of any Distribution Date up to and including
the
Optional Termination Date for the
Certificates, 0.360% per annum and, as of any
Distribution Date after the Optional
Termination Date, 0.720% per annum.
Class A-2D Pass-Through Rate: For the first Distribution Date,
3.4500%
per annum. As of any Distribution Date
thereafter, the lesser of (1) One-Month
LIBOR plus the Class A-2D Margin and (2)
the Class A-2 Available Funds Cap for
such Distribution Date.
Class B Certificates: Any of the Class B-1, Class B-2, Class B-3
or
Class B-4 Certificates.
Class B-1 Applied Realized Loss Amount: As of any Distribution
Date,
the sum of all Applied Realized Loss
Amounts with respect to the Mortgage Loans
which have been applied to the reduction of
the Certificate Principal Balance of
the Class B-1 Certificates.
Class B-1 Certificate: Any Certificate designated as a "Class
B-1
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class B-1 Certificate Principal Balance: As of any date of
determination, the aggregate Certificate
Principal Balance of the Class B-1
Certificates.
Class B-1 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period
at the Class B-1 Pass-Through Rate on
the Class B-1 Certificate Principal Balance
as of
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<PAGE>
such Distribution Date plus the portion of
any previous distributions on such
Class in respect of Current Interest or a
Class B-1 Interest Carry Forward
Amount that is recovered as a voidable
preference by a trustee in bankruptcy,
less any Non-Supported Interest Shortfall
allocated on such Distribution Date to
the Class B-1 Certificates.
Class B-1 Interest Carry Forward Amount: As of any Distribution
Date,
the sum of (1) the excess of (A) the Class
B-1 Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
B-1 Certificates with respect to interest
on such prior Distribution Dates and
(2) interest on such excess (to the extent
permitted by applicable law) at the
Class B-1 Pass-Through Rate for the related
Accrual Period.
Class B-1 Margin: As of any Distribution Date up to and including
the
Optional Termination Date for the
Certificates, 1.200% per annum and, as of any
Distribution Date after the Optional
Termination Date, 1.800% per annum.
Class B-1 Pass-Through Rate: For the first Distribution Date,
4.2900%
per annum. As of any Distribution Date
thereafter, the lesser of (1) One-Month
LIBOR plus the Class B-1 Margin and (2) the
Subordinated Certificate Available
Funds Cap for such Distribution Date.
Class B-1 Principal Distribution Amount: With respect to any
Distribution Date on or after the Stepdown
Date, 100% of the Principal
Distribution Amount for such Distribution
Date if the Class A Certificate
Principal Balance, the Class M-1
Certificate Principal Balance, the Class M-2
Certificate Principal Balance, the Class
M-3 Certificate Principal Balance, the
Class M-4 Certificate Principal Balance,
the Class M-5 Certificate Principal
Balance and the Class M-6 Certificate
Principal Balance have been reduced to
zero and a Stepdown Trigger Event exists,
or as long as a Stepdown Trigger Event
does not exist, the excess of (1) the sum
of (A) the Class A Certificate
Principal Balance (after taking into
account distributions of the Class A
Principal Distribution Amount on such
Distribution Date), (B) the Class M-1
Certificate Principal Balance (after taking
into account distributions of the
Class M-1 Principal Distribution Amount on
such Distribution Date), (C) the
Class M-2 Certificate Principal Balance
(after taking into account distributions
of the Class M-2 Principal Distribution
Amount on such Distribution Date), (D)
the Class M-3 Certificate Principal Balance
(after taking into account
distributions of the Class M-3 Principal
Distribution Amount on such
Distribution Date), (E) the Class M-4
Certificate Principal Balance (after
taking into account distributions of the
Class M-4 Principal Distribution Amount
on such Distribution Date), (F) the Class
M-5 Certificate Principal Balance
(after taking into account distributions of
the Class M-5 Principal Distribution
Amount on such Distribution Date), (G) the
Class M-6 Certificate Principal
Balance (after taking into account
distributions of the Class M-6 Principal
Distribution Amount on such Distribution
Date) and (H) the Class B-1 Certificate
Principal Balance immediately prior to such
Distribution Date over (2) the
lesser of (A) 88.30% of the Stated
Principal Balance of the Mortgage Loans as of
the end of the immediately preceding Due
Period and (B) the excess of the Stated
Principal Balance of the Mortgage Loans as
of the end of the immediately
preceding Due Period over the Minimum
Required Overcollateralization Amount.
Notwithstanding the foregoing, (I) on any
Distribution Date prior to the
Stepdown Date on which the Certificate
Principal Balance of each Class of Class
A Certificates and Class M Certificates has
been reduced to zero, the Class B-1
Principal Distribution Amount will equal
the lesser of (x) the outstanding
Certificate Principal Balance of the Class
B-1 Certificates and (y) 100% of the
Principal Distribution Amount remaining
after any distributions on such Class A
and Class M Certificates and (II) in no
event will the Class B-1 Principal
Distribution Amount with respect to any
Distribution Date exceed the Class B-1
Certificate Principal Balance.
Class B-1 Unpaid Realized Loss Amount: As of any Distribution Date,
the
excess of (1) the Class B-1 Applied
Realized Loss Amount over (2) the sum of (x)
all distributions in reduction of the Class
B-1 Unpaid Realized Loss Amounts on
all previous Distribution Dates and (y) all
increases in the
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<PAGE>
Certificate Principal Balance of such Class
B-1 Certificates pursuant to the
last sentence of the definition of
"Certificate Principal Balance."
Class B-2 Applied Realized Loss Amount: As of any Distribution
Date,
the sum of all Applied Realized Loss
Amounts with respect to the Mortgage Loans
which have been applied to the reduction of
the Certificate Principal Balance of
the Class B-2 Certificates.
Class B-2 Certificate: Any Certificate designated as a "Class
B-2
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class B-2 Certificate Principal Balance: As of any date of
determination, the aggregate Certificate
Principal Balance of the Class B-2
Certificates.
Class B-2 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period
at the Class B-2 Pass-Through Rate on
the Class B-2 Certificate Principal Balance
as of such Distribution Date plus
the portion of any previous distributions
on such Class in respect of Current
Interest or a Class B-2 Interest Carry
Forward Amount that is recovered as a
voidable preference by a trustee in
bankruptcy, less any Non-Supported Interest
Shortfall allocated on such Distribution
Date to the Class B-2 Certificates.
Class B-2 Interest Carry Forward Amount: As of any Distribution
Date,
the sum of (1) the excess of (A) the Class
B-2 Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
B-2 Certificates with respect to interest
on such prior Distribution Dates and
(2) interest on such excess (to the extent
permitted by applicable law) at the
Class B-2 Pass-Through Rate for the related
Accrual Period.
Class B-2 Margin: As of any Distribution Date up to and including
the
Optional Termination Date for the
Certificates, 1.300% per annum and, as of any
Distribution Date after the Optional
Termination Date, 1.950% per annum.
Class B-2 Pass-Through Rate: For the first Distribution Date,
4.3900%
per annum. As of any Distribution Date
thereafter, the lesser of (1) One-Month
LIBOR plus the Class B-2 Margin and (2) the
Subordinated Certificate Available
Funds Cap for such Distribution Date.
Class B-2 Principal Distribution Amount: With respect to any
Distribution Date on or after the Stepdown
Date, 100% of the Principal
Distribution Amount for such Distribution
Date if the Class A Certificate
Principal Balance, the Class M-1
Certificate Principal Balance, the Class M-2
Certificate Principal Balance, the Class
M-3 Certificate Principal Balance, the
Class M-4 Certificate Principal Balance,
the Class M-5 Certificate Principal
Balance, the Class M-6 Certificate
Principal Balance and the Class B-1
Certificate Principal Balance have been
reduced to zero and a Stepdown Trigger
Event exists, or as long as a Stepdown
Trigger Event does not exist, the excess
of (1) the sum of (A) the Class A
Certificate Principal Balance (after taking
into account distributions of the Class A
Principal Distribution Amount on such
Distribution Date), (B) the Class M-1
Certificate Principal Balance (after
taking into account distributions of the
Class M-1 Principal Distribution Amount
on such Distribution Date), (C) the Class
M-2 Certificate Principal Balance
(after taking into account distributions of
the Class M-2 Principal Distribution
Amount on such Distribution Date), (D) the
Class M-3 Certificate Principal
Balance (after taking into account
distributions of the Class M-3 Principal
Distribution Amount on such Distribution
Date), (E) the Class M-4 Certificate
Principal Balance (after taking into
account distributions of the Class M-4
Principal Distribution Amount on such
Distribution Date), (F) the Class M-5
Certificate Principal Balance (after taking
into account distributions of the
Class M-5 Principal Distribution Amount on
such Distribution Date), (G) the
Class M-6 Certificate Principal Balance
(after taking into account distributions
of the Class M-6 Principal Distribution
Amount on such Distribution Date), (H)
the Class B-1 Certificate
-11-
<PAGE>
Principal Balance (after taking into
account distributions of the Class B-1
Principal Distribution Amount on such
Distribution Date) and (I) the Class B-2
Certificate Principal Balance immediately
prior to such Distribution Date over
(2) the lesser of (A) 90.80% of the Stated
Principal Balance of the Mortgage
Loans as of the end of the immediately
preceding Due Period and (B) the excess
of the Stated Principal Balance of the
Mortgage Loans as of the end of the
immediately preceding Due Period over the
Minimum Required Overcollateralization
Amount. Notwithstanding the foregoing, (I)
on any Distribution Date prior to the
Stepdown Date on which the Certificate
Principal Balance of each Class of Class
A, Class M and Class B-1 Certificates has
been reduced to zero, the Class B-2
Principal Distribution Amount will equal
the lesser of (x) the outstanding
Certificate Principal Balance of the Class
B-2 Certificates and (y) 100% of the
Principal Distribution Amount remaining
after any distributions on such Class A,
Class M and Class B-1 Certificates and (II)
in no event will the Class B-2
Principal Distribution Amount with respect
to any Distribution Date exceed the
Class B-2 Certificate Principal
Balance.
Class B-2 Unpaid Realized Loss Amount: As of any Distribution Date,
the
excess of (1) the Class B-2 Applied
Realized Loss Amount over (2) the sum of (x)
all distributions in reduction of the Class
B-2 Unpaid Realized Loss Amounts on
all previous Distribution Dates and (y) all
increases in the Certificate
Principal Balance of such Class B-2
Certificates pursuant to the last sentence
of the definition of "Certificate Principal
Balance."
Class B-3 Applied Realized Loss Amount: As of any Distribution
Date,
the sum of all Applied Realized Loss
Amounts with respect to the Mortgage Loans
which have been applied to the reduction of
the Certificate Principal Balance of
the Class B-3 Certificates.
Class B-3 Certificate: Any Certificate designated as a "Class
B-3
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class B-3
Certificate Principal Balance: As of any date of
determination, the aggregate Certificate
Principal Balance of the Class B-3
Certificates.
Class B-3 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period
at the Class B-3 Pass-Through Rate on
the Class B-3 Certificate Principal Balance
as of such Distribution Date plus
the portion of any previous distributions
on such Class in respect of Current
Interest or a Class B-3 Interest Carry
Forward Amount that is recovered as a
voidable preference by a trustee in
bankruptcy, less any Non-Supported Interest
Shortfall allocated on such Distribution
Date to the Class B-3 Certificates.
Class B-3 Interest Carry Forward Amount: As of any Distribution
Date,
the sum of (1) the excess of (A) the Class
B-3 Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
B-3 Certificates with respect to interest
on such prior Distribution Dates and
(2) interest on such excess (to the extent
permitted by applicable law) at the
Class B-3 Pass-Through Rate for the related
Accrual Period.
Class B-3 Margin: As of any Distribution Date up to and including
the
Optional Termination Date for the
Certificates, 1.700% per annum and, as of any
Distribution Date after the Optional
Termination Date, 2.550% per annum.
Class B-3 Pass-Through Rate: For the first Distribution Date,
4.7900%
per annum. As of any Distribution Date
thereafter, the lesser of (1) One-Month
LIBOR plus the Class B-3 Margin and (2) the
Subordinated Certificate Available
Funds Cap for such Distribution Date.
Class B-3 Principal Distribution Amount: With respect to any
Distribution Date on or after the Stepdown
Date, 100% of the Principal
Distribution Amount for such Distribution
Date if the Class A
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<PAGE>
Certificate Principal Balance, the Class
M-1 Certificate Principal Balance, the
Class M-2 Certificate Principal Balance,
the Class M-3 Certificate Principal
Balance, the Class M-4 Certificate
Principal Balance, the Class M-5 Certificate
Principal Balance, the Class M-6
Certificate Principal Balance, the Class B-1
Certificate Principal Balance and the Class
B-2 Certificate Principal Balance
have been reduced to zero and a Stepdown
Trigger Event exists, or as long as a
Stepdown Trigger Event does not exist, the
excess of (1) the sum of (A) the
Class A Certificate Principal Balance
(after taking into account distributions
of the Class A Principal Distribution
Amount on such Distribution Date), (B) the
Class M-1 Certificate Principal Balance
(after taking into account distributions
of the Class M-1 Principal Distribution
Amount on such Distribution Date), (C)
the Class M-2 Certificate Principal Balance
(after taking into account
distributions of the Class M-2 Principal
Distribution Amount on such
Distribution Date), (D) the Class M-3
Certificate Principal Balance (after
taking into account distributions of the
Class M-3 Principal Distribution Amount
on such Distribution Date), (E) the Class
M-4 Certificate Principal Balance
(after taking into account distributions of
the Class M-4 Principal Distribution
Amount on such Distribution Date), (F) the
Class M-5 Certificate Principal
Balance (after taking into account
distributions of the Class M-5 Principal
Distribution Amount on such Distribution
Date), (G) the Class M-6 Certificate
Principal Balance (after taking into
account distributions of the Class M-6
Principal Distribution Amount on such
Distribution Date) and (H) the Class B-1
Certificate Principal Balance (after taking
into account distributions of the
Class B-1 Principal Distribution Amount on
such Distribution Date), (G) the
Class B-2 Certificate Principal Balance
(after taking into account distributions
of the Class B-2 Principal Distribution
Amount on such Distribution Date) and
(H) the Class B-3 Certificate Principal
Balance (after taking into account
distributions of the Class B-3 Principal
Distribution Amount on such
Distribution Date) over (2) the lesser of
(A) 92.80% of the Stated Principal
Balance of the Mortgage Loans as of the end
of the immediately preceding Due
Period and (B) the excess of the Stated
Principal Balance of the Mortgage Loans
as of the end of the immediately preceding
Due Period over the Minimum Required
Overcollateralization Amount.
Notwithstanding the foregoing, (I) on any
Distribution Date prior to the Stepdown
Date on which the Certificate Principal
Balance of each Class of Class A, Class M,
Class B-1 and Class B-2 Certificates
has been reduced to zero, the Class B-3
Principal Distribution Amount will equal
the lesser of (x) the outstanding
Certificate Principal Balance of the Class B-3
Certificates and (y) 100% of the Principal
Distribution Amount remaining after
any distributions on such Class A, Class M,
Class B-1 and Class B-2 Certificates
and (II) in no event will the Class B-3
Principal Distribution Amount with
respect to any Distribution Date exceed the
Class B-3 Certificate Principal
Balance.
Class B-3
Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class B-3 Applied
Realized Loss Amount over (2) the sum of (x)
all distributions in reduction of the Class
B-3 Unpaid Realized Loss Amounts on
all previous Distribution Dates and (y) all
increases in the Certificate
Principal Balance of such Class B-3
Certificates pursuant to the last sentence
of the definition of "Certificate Principal
Balance."
Class B-4 Applied Realized Loss Amount: As of any Distribution
Date,
the sum of all Applied Realized Loss
Amounts with respect to the Mortgage Loans
which have been applied to the reduction of
the Certificate Principal Balance of
the Class B-4 Certificates.
Class B-4 Certificate: Any Certificate designated as a "Class
B-4
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class B-4 Certificate Principal Balance: As of any date of
determination, the aggregate Certificate
Principal Balance of the Class B-4
Certificates.
Class B-4 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period
at the Class B-4 Pass-Through Rate on
the Class B-4 Certificate Principal Balance
as of such Distribution Date plus
the portion of any previous distributions
on such Class in respect of Current
-13-
<PAGE>
Interest or a Class B-4 Interest Carry
Forward Amount that is recovered as a
voidable preference by a trustee in
bankruptcy, less any Non-Supported Interest
Shortfall allocated on such Distribution
Date to the Class B-4 Certificates.
Class B-4 Interest Carry Forward Amount: As of any Distribution
Date,
the sum of (1) the excess of (A) the Class
B-4 Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
B-4 Certificates with respect to interest
on such prior Distribution Dates and
(2) interest on such excess (to the extent
permitted by applicable law) at the
Class B-4 Pass-Through Rate for the related
Accrual Period.
Class B-4 Margin: As of any Distribution Date up to and including
the
Optional Termination Date for the
Certificates, 3.250% per annum, and, as of any
Distribution Date after the Optional
Termination Date, 4.875% per annum.
Class B-4 Pass-Through Rate: For the first Distribution Date,
6.3400%
per annum. As of any Distribution Date
thereafter, the lesser of (1) One-Month
LIBOR plus the Class B-4 Margin and (2) the
Subordinated Certificate Available
Funds Cap for such Distribution Date.
Class B-4 Principal Distribution Amount: With respect to any
Distribution Date on or after the Stepdown
Date, 100% of the Principal
Distribution Amount for such Distribution
Date if the Class A Certificate
Principal Balance, the Class M-1
Certificate Principal Balance, the Class M-2
Certificate Principal Balance, the Class
M-3 Certificate Principal Balance, the
Class M-4 Certificate Principal Balance,
the Class M-5 Certificate Principal,
the Class M-6 Certificate Principal
Balance, the Class B-1 Certificate Principal
Balance, the Class B-2 Certificate
Principal Balance and the Class B-3
Certificate Principal Balance have been
reduced to zero and a Stepdown Trigger
Event exists, or as long as a Stepdown
Trigger Event does not exist, the excess
of (1) the sum of (A) the Class A
Certificate Principal Balance (after taking
into account distributions of the Class A
Principal Distribution Amount on such
Distribution Date), (B) the Class M-1
Certificate Principal Balance (after
taking into account distributions of the
Class M-1 Principal Distribution Amount
on such Distribution Date), (C) the Class
M-2 Certificate Principal Balance
(after taking into account distributions of
the Class M-2 Principal Distribution
Amount on such Distribution Date), (D) the
Class M-3 Certificate Principal
Balance (after taking into account
distributions of the Class M-3 Principal
Distribution Amount on such Distribution
Date), (E) the Class M-4 Certificate
Principal Balance (after taking into
account distributions of the Class M-4
Principal Distribution Amount on such
Distribution Date), (F) the Class M-5
Certificate Principal Balance (after taking
into account distributions of the
Class M-5 Principal Distribution Amount on
such Distribution Date), (G) the
Class M-6 Certificate Principal Balance
(after taking into account distributions
of the Class M-6 Principal Distribution
Amount on such Distribution Date) and
(H) the Class B-1 Certificate Principal
Balance (after taking into account
distributions of the Class B-1 Principal
Distribution Amount on such
Distribution Date), (G) the Class B-2
Certificate Principal Balance (after
taking into account distributions of the
Class B-2 Principal Distribution Amount
on such Distribution Date), (H) the Class
B-3 Certificate Principal Balance
(after taking into account distributions of
the Class B-3 Principal Distribution
Amount on such Distribution Date) and (I)
the Class B-4 Certificate Principal
Balance (after taking into account
distributions of the Class B-4 Principal
Distribution Amount on such Distribution
Date)over (2) the lesser of (A) 94.80%
of the Stated Principal Balance of the
Mortgage Loans as of the end of the
immediately preceding Due Period and (B)
the excess of the Stated Principal
Balance of the Mortgage Loans as of the end
of the immediately preceding Due
Period over the Minimum Required
Overcollateralization Amount. Notwithstanding
the foregoing, (I) on any Distribution Date
prior to the Stepdown Date on which
the Certificate Principal Balance of each
Class of Class A, Class M, Class B-1,
Class B-2 and Class B-3 Certificates has
been reduced to zero, the Class B-4
Principal Distribution Amount will equal
the lesser of (x) the outstanding
Certificate Principal Balance of the Class
B-4 Certificates and (y) 100% of the
Principal Distribution Amount remaining
after any distributions on such Class A,
Class M, Class B-1,
-14-
<PAGE>
Class B-2 and Class B-3 Certificates and
(II) in no event will the Class B-4
Principal Distribution Amount with respect
to any Distribution Date exceed the
Class B-4 Certificate Principal
Balance.
Class B-4 Unpaid Realized Loss Amount: As of any Distribution Date,
the
excess of (1) the Class B-4 Applied
Realized Loss Amount over (2) the sum of (x)
all distributions in reduction of the Class
B-4 Unpaid Realized Loss Amounts on
all previous Distribution Dates and (y) all
increases in the Certificate
Principal Balance of such Class B-4
Certificates pursuant to the last sentence
of the definition of "Certificate Principal
Balance."
Class C Applied Realized Loss Amount: As of any Distribution Date,
the
sum of all Applied Realized Loss Amounts
with respect to the Mortgage Loans
which have been applied to the reduction of
the Certificate Principal Balance of
the Class C Certificates.
Class C Certificate: Any Certificate designated as a "Class C
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class C Certificate Principal Balance: As of any date of
determination,
the aggregate Certificate Principal Balance
of the Class C Certificates.
Class C Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period
at the Class C Distributable Interest
Rate on a notional amount equal to 99.95%
of the aggregate principal balance of
the Lower Tier REMIC Regular Interests
immediately prior to such Distribution
Date (such amount of interest representing
a "specified portion" (within the
meaning of Treasury Regulations Section
1.860G-1(a)(2)(i)(C)) of interest
payments on the Lower Tier REMIC Regular
Interests (other than the Class LTII1B
Interest and the Class LTII2B Interest)),
plus the interest portion of any
previous distributions on such Class that
is recovered as a voidable preference
by a trustee in bankruptcy, less any
Non-Supported Interest Shortfall allocated
on such Distribution Date to the Class C
Certificates.
Class C Distributable Interest Rate: The excess, if any, of (a)
the
weighted average of the interest rates on
the Lower Tier REMIC Regular Interests
over (b) two times the weighted average of
the interest rates on the Lower Tier
REMIC I Marker Interests and the Class LTIX
Interest (treating for purposes of
this clause (b) the interest rate on each
of the Lower Tier REMIC I Marker
Interests as being subject to a cap and a
floor equal to the interest rate of
its Corresponding Certificates and treating
the Class LTIX Interest as being
capped at zero). The averages described in
the preceding sentence shall be
weighted on the basis of the respective
principal balances of the Lower Tier
REMIC Regular Interests immediately prior
to any date of determination.
Class C Interest Carry Forward Amount: As of any Distribution Date,
the
excess of (A) the Class C Current Interest
with respect to prior Distribution
Dates over (B) the amount actually
distributed to the Class C Certificates with
respect to interest on such prior
Distribution Dates or added to the aggregate
Certificate Principal Balance of the Class
C Certificates.
Class C Unpaid Realized Loss Amount: As of any Distribution Date,
the
excess of (1) the Class C Applied Realized
Loss Amount over (2) the sum of (x)
all distributions in reduction of the Class
C Unpaid Realized Loss Amounts on
all previous Distribution Dates and (y) all
increases in the Certificate
Principal Balance of such Class C
Certificates pursuant to the last sentence of
the definition of "Certificate Principal
Balance."
Class LTA-1A Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal
balance equal to 1/4 of the initial
principal balance of its Corresponding
Certificates and an interest rate equal
to the Net Rate.
-15-
<PAGE>
Class LTA-1B Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal
balance equal to 1/4 of the initial
principal balance of its Corresponding
Certificate and an interest rate equal to
the Net Rate.
Class LTA-2A Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal
balance equal to 1/4 of the initial
principal balance of its Corresponding
Certificate and an interest rate equal to
the Net Rate.
Class LTA-2B Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal
balance equal to 1/4 of the initial
principal balance of its Corresponding
Certificate and an interest rate equal to
the Net Rate.
Class LTA-2C Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal
balance equal to 1/4 of the initial
principal balance of its Corresponding
Certificate and an interest rate equal to
the Net Rate.
Class LTA-2D Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal
balance equal to 1/4 of the initial
principal balance of its Corresponding
Certificate and an interest rate equal to
the Net Rate.
Class LTB-1 Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal
balance equal to 1/4 of the initial
principal balance of its Corresponding
Certificate and an interest rate equal to
the Net Rate.
Class LTB-2 Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal
balance equal to 1/4 of the initial
principal balance of its Corresponding
Certificate and an interest rate equal to
the Net Rate.
Class LTB-3 Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal
balance equal to 1/4 of the initial
principal balance of its Corresponding
Certificate and an interest rate equal to
the Net Rate.
Class LTB-4 Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal
balance equal to 1/4 of the initial
principal balance of its Corresponding
Certificate and an interest rate equal to
the Net Rate.
Class LTIX Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal
balance equal to the excess of (i) 50% of
the aggregate Cut-off Date Principal
Balance of the Mortgage Loans over (ii) the
initial principal balance of the Lower Tier
REMIC I Marker Interests, and with
an interest rate equal to the Net Rate.
Class LTIIX Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal
balance equal to the excess of (i) 50% of
the aggregate Cut-off Date Principal
Balance of the Mortgage Loans over (ii) the
initial principal balance of the Lower Tier
REMIC II Marker Interests, and with
an interest rate equal to the Net Rate.
Class LTII1A Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal
balance equal to 0.05% of the excess of (i)
the aggregate Cut-off Date Principal
Balance of the Group One Mortgage Loans
over (ii) the aggregate of the initial
Certificate Principal Balances of
Certificate Group One, and with an interest
rate equal to the Net Rate.
-16-
<PAGE>
Class LTII1B Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal
balance equal to 0.05% of the aggregate
Cut-off Date Principal Balance of the Group
One Mortgage Loans, and with an
interest rate equal to the Class A-1
Available Funds Cap.
Class LTII2A Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal
balance equal to 0.05% of the excess of (i)
the aggregate Cut-off Date Principal
Balance of the Group Two Mortgage Loans
over (ii) the aggregate of the initial
Certificate Principal Balances of
Certificate Group Two, and with an interest
rate equal to the Net Rate.
Class LTII2B Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal
balance equal to 0.05% of the aggregate
Cut-off Date Principal Balance of the Group
Two Mortgage Loans, and with an
interest rate equal to the Class A-2
Available Funds Cap.
Class LTM-1 Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal
balance equal to 1/4 of the initial
principal balance of its Corresponding
Certificate and an interest rate equal to
the Net Rate.
Class LTM-2 Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal
balance equal to 1/4 of the initial
principal balance of its Corresponding
Certificate and an interest rate equal to
the Net Rate.
Class LTM-3 Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal
balance equal to 1/4 of the initial
principal balance of its Corresponding
Certificate and an interest rate equal to
the Net Rate.
Class LTM-4 Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal
balance equal to 1/4 of the initial
principal balance of its Corresponding
Certificate and an interest rate equal to
the Net Rate.
Class LTM-5 Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal
balance equal to 1/4 of the initial
principal balance of its Corresponding
Certificate and an interest rate equal to
the Net Rate.
Class LTM-6 Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal
balance equal to 1/4 of the initial
principal balance of its Corresponding
Certificate and an interest rate equal to
the Net Rate.
Class LTR Interest: The sole class of "residual interest" in the
Lower
Tier REMIC.
Class M Certificates: Any of the Class M-1, Class M-2, Class M-3,
Class
M-4, Class M-5 and Class M-6 Certificates
.
Class M-1 Applied Realized Loss Amount: As of any Distribution
Date,
the sum of all Applied Realized Loss
Amounts with respect to the Mortgage Loans
which have been applied to the reduction of
the Certificate Principal Balance of
the Class M-1 Certificates.
Class M-1 Certificate: Any Certificate designated as a "Class
M-1
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class M-1 Certificate Principal Balance: As of any date of
determination, the aggregate Certificate
Principal Balance of the Class M-1
Certificates.
-17-
<PAGE>
Class M-1 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period
at the Class M-1 Pass-Through Rate on
the Class M-1 Certificate Principal Balance
as of such Distribution Date plus
the portion of any previous distributions
on such Class in respect of Current
Interest or Class M-1 Interest Carry
Forward Amount that is recovered as a
voidable preference by a trustee in
bankruptcy, less any Non-Supported Interest
Shortfall allocated on such Distribution
Date to the Class M-1 Certificates.
Class M-1 Interest Carry Forward Amount: As of any Distribution
Date,
the sum of (1) the excess of (A) the Class
M-1 Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
M-1 Certificates with respect to interest
on such prior Distribution Dates and
(2) interest on such excess (to the extent
permitted by applicable law) at the
Class M-1 Pass-Through Rate for the related
Accrual Period.
Class M-1 Margin: As of any Distribution Date up to and including
the
Optional Termination Date for the
Certificates, 0.420% per annum and, as of any
Distribution Date after the Optional
Termination Date, 0.630% per annum.
Class M-1 Pass-Through Rate: For the first Distribution Date,
3.5100%
per annum. As of any Distribution Date
thereafter, the lesser of (1) One-Month
LIBOR plus the Class M-1 Margin and (2) the
Subordinated Certificate Available
Funds Cap for such Distribution Date.
Class M-1 Principal Distribution Amount: With respect to any
Distribution Date on or after the Stepdown
Date, 100% of the Principal
Distribution Amount for such Distribution
Date if the Class A Certificate
Principal Balance has been reduced to zero
and a Stepdown Trigger Event exists,
or as long as a Stepdown Trigger Event does
not exist, the excess of (1) the sum
of (A) the Class A Certificate Principal
Balance (after taking into account
distributions of the Class A Principal
Distribution Amount on such Distribution
Date) and (B) the Class M-1 Certificate
Principal Balance immediately prior to
such Distribution Date over (2) the lesser
of (A) 65.60% of the Stated Principal
Balances of the Mortgage Loans as of the
end of the immediately preceding Due
Period and (B) the excess of the Stated
Principal Balances for the Mortgage
Loans as of the end of the immediately
preceding Due Period over the Minimum
Required Overcollateralization Amount.
Notwithstanding the foregoing, (I) on any
Distribution Date prior to the Stepdown
Date on which the Certificate Principal
Balance of each Class of Class A
Certificates has been reduced to zero, the
Class M-1 Principal Distribution Amount
will equal the lesser of (x) the
outstanding Certificate Principal Balance
of the Class M-1 Certificates and (y)
100% of the Principal Distribution Amount
remaining after any distributions on
such Class A Certificates and (II) in no
event will the Class M-1 Principal
Distribution Amount with respect to any
Distribution Date exceed the Class M-1
Certificate Principal Balance.
Class M-1 Unpaid Realized Loss Amount: As of any Distribution Date,
the
excess of (1) the Class M-1 Applied
Realized Loss Amount over (2) the sum of (x)
all distributions in reduction of the Class
M-1 Unpaid Realized Loss Amounts on
all previous Distribution Dates and (y) all
increases in the Certificate
Principal Balance of such Class M-1
Certificates pursuant to the last sentence
of the definition of "Certificate Principal
Balance."
Class M-2 Applied Realized Loss Amount: As of any Distribution
Date,
the sum of all Applied Realized Loss
Amounts with respect to the Mortgage Loans
which have been applied to the reduction of
the Certificate Principal Balance of
the Class M-2 Certificates.
Class M-2 Certificate: Any Certificate designated as a "Class
M-2
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
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<PAGE>
Class M-2
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class M-2 Certificates.
Class M-2
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class M-2 Pass-Through Rate on
the Class M-2 Certificate Principal Balance
as of such Distribution Date plus
the portion of any previous distributions
on such Class in respect of Current
Interest or Class M-2 Interest Carry
Forward Amount that is recovered as a
voidable preference by a trustee in
bankruptcy, less any Non-Supported Interest
Shortfall allocated on such Distribution
Date to the Class M-2 Certificates.
Class M-2
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class M-2
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
M-2 Certificates with respect to interest
on such prior Distribution Dates and
(2) interest on such excess (to the extent
permitted by applicable law) at the
Class M-2 Pass-Through Rate for the related
Accrual Period.
Class M-2
Margin: As of any Distribution Date up to and including the
Optional Termination Date for the
Certificates, 0.440% per annum and, as of any
Distribution Date after the Optional
Termination Date, 0.660% per annum.
Class M-2
Pass-Through Rate: For the first Distribution Date, 3.5300% per
annum. As of any Distribution Date
thereafter, the lesser of (1) One-Month LIBOR
plus the Class M-2 Margin and (2) the
Subordinated Certificate Available Funds
Cap for such Distribution Date.
Class M-2
Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of
the Principal Distribution Amount
for such Distribution Date if the Class A
Certificate Principal Balance and the
Class M-1 Certificate Principal Balance
have been reduced to zero and a Stepdown
Trigger Event exists, or as long as a
Stepdown Trigger Event does not exist, the
excess of (1) the sum of (A) the Class A
Certificate Principal Balance (after
taking into account distributions of the
Class A Principal Distribution Amount
on such Distribution Date), (B) the Class
M-1 Certificate Principal Balance
(after taking into account distributions of
the Class M-1 Principal Distribution
Amount on such Distribution Date) and (C)
the Class M-2 Certificate Principal
Balance immediately prior to such
Distribution Date over (2) the lesser of (A)
71.80% of the Stated Principal Balances of
the Mortgage Loans as of the end of
the immediately preceding Due Period and
(B) the excess of the Stated Principal
Balances of the Mortgage Loans as of the
end of the immediately preceding Due
Period over the Minimum Required
Overcollateralization Amount. Notwithstanding
the foregoing, (I) on any Distribution Date
prior to the Stepdown Date on which
the Certificate Principal Balance of each
Class of Class A Certificates and the
Class M-1 Certificates has been reduced to
zero, the Class M-2 Principal
Distribution Amount will equal the lesser
of (x) the outstanding Certificate
Principal Balance of the Class M-2
Certificates and (y) 100% of the Principal
Distribution Amount remaining after any
distributions on such Class A and Class
M-1 Certificates and (II) in no event will
the Class M-2 Principal Distribution
Amount with respect to any Distribution
Date exceed the Class M-2 Certificate
Principal Balance.
Class M-2
Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class M-2 Applied
Realized Loss Amount over (2) the sum of (x)
all distributions in reduction of the Class
M-2 Unpaid Realized Loss Amounts on
all previous Distribution Dates and (y) all
increases in the Certificate
Principal Balance of such Class M-2
Certificates pursuant to the last sentence
of the definition of "Certificate Principal
Balance."
Class M-3
Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts
with respect to the Mortgage Loans
which have been applied to the reduction of
the Certificate Principal Balance of
the Class M-3 Certificates.
- 19 -
<PAGE>
Class M-3
Certificate: Any Certificate designated as a "Class M-3
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class M-3
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class M-3 Certificates.
Class M-3
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class M-3 Pass-Through Rate on
the Class M-3 Certificate Principal Balance
as of such Distribution Date plus
the portion of any previous distributions
on such Class in respect of Current
Interest or Class M-3 Interest Carry
Forward Amount that is recovered as a
voidable preference by a trustee in
bankruptcy, less any Non-Supported Interest
Shortfall allocated on such Distribution
Date to the Class M-3 Certificates.
Class M-3
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class M-3
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
M-3 Certificates with respect to interest
on such prior Distribution Dates and
(2) interest on such excess (to the extent
permitted by applicable law) at the
Class M-3 Pass-Through Rate for the related
Accrual Period.
Class M-3
Margin: As of any Distribution Date up to and including the
Optional Termination Date for the
Certificates, 0.470% per annum and, as of any
Distribution Date after the Optional
Termination Date, 0.705% per annum.
Class M-3
Pass-Through Rate: For the first Distribution Date, 3.5600% per
annum. As of any Distribution Date
thereafter, the lesser of (1) One-Month LIBOR
plus the Class M-3 Margin and (2) the
Subordinated Certificate Available Funds
Cap for such Distribution Date.
Class M-3
Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of
the Principal Distribution Amount
for such Distribution Date if the Class A
Certificate Principal Balance, Class
M-1 Certificate Principal Balance and Class
M-2 Certificate Principal Balance
have been reduced to zero and a Stepdown
Trigger Event exists, or as long as a
Stepdown Trigger Event does not exist, the
excess of (1) the sum of (A) the
Class A Certificate Principal Balance
(after taking into account distributions
of the Class A Principal Distribution
Amount on such Distribution Date), (B) the
Class M-1 Certificate Principal Balance
(after taking into account distributions
of the Class M-1 Principal Distribution
Amount on such Distribution Date), (C)
the Class M-2 Certificate Principal Balance
(after taking into account
distributions of the Class M-2 Principal
Distribution Amount on such
Distribution Date) and (D) the Class M-3
Certificate Principal Balance
immediately prior to such Distribution Date
over (2) the lesser of (A) 75.70% of
the Stated Principal Balances of the
Mortgage Loans as of the end of the
immediately preceding Due Period and (B)
the excess of the Stated Principal
Balances for the Mortgage Loans as of the
end of the immediately preceding Due
Period over the Minimum Required
Overcollateralization Amount. Notwithstanding
the foregoing, (I) on any Distribution Date
prior to the Stepdown Date on which
the Certificate Principal Balance of each
Class of Class A Certificates, the
Class M-1 Certificates and the Class M-2
Certificates has been reduced to zero,
the Class M-3 Principal Distribution Amount
will equal the lesser of (x) the
outstanding Certificate Principal Balance
of the Class M-3 Certificates and (y)
100% of the Principal Distribution Amount
remaining after any distributions on
such Class A, Class M-1 and Class M-2
Certificates and (II) in no event will the
Class M-3 Principal Distribution Amount
with respect to any Distribution Date
exceed the Class M-3 Certificate Principal
Balance.
Class M-3
Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class M-3 Applied
Realized Loss Amount over (2) the sum of (x)
all distributions in reduction of the Class
M-3 Unpaid Realized Loss Amounts on
all previous Distribution Dates and (y) all
increases in the
- 20 -
<PAGE>
Certificate Principal Balance of such Class
M-3 Certificates pursuant to the
last sentence of the definition of
"Certificate Principal Balance."
Class M-4
Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts
with respect to the Mortgage Loans
which have been applied to the reduction of
the Certificate Principal Balance of
the Class M-4 Certificates.
Class M-4
Certificate: Any Certificate designated as a "Class M-4
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class M-4
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class M-4 Certificates.
Class M-4
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class M-4 Pass-Through Rate on
the Class M-4 Certificate Principal Balance
as of such Distribution Date plus
the portion of any previous distributions
on such Class in respect of Current
Interest or Class M-4 Interest Carry
Forward Amount that is recovered as a
voidable preference by a trustee in
bankruptcy, less any Non-Supported Interest
Shortfall allocated on such Distribution
Date to the Class M-4 Certificates.
Class M-4
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class M-4
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
M-4 Certificates with respect to interest
on such prior Distribution Dates and
(2) interest on such excess (to the extent
permitted by applicable law) at the
Class M-4 Pass-Through Rate for the related
Accrual Period.
Class M-4
Margin: As of any Distribution Date up to and including the
Optional Termination Date for the
Certificates, 0.620% per annum and, as of any
Distribution Date after the Optional
Termination Date, 0.930% per annum.
Class M-4
Pass-Through Rate: For the first Distribution Date, 3.7100% per
annum. As of any Distribution Date
thereafter, the lesser of (1) One-Month LIBOR
plus the Class M-4 Margin and (2) the
Subordinated Certificate Available Funds
Cap for such Distribution Date.
Class M-4
Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of
the Principal Distribution Amount
for such Distribution Date if the Class A
Certificate Principal Balance, Class
M-1 Certificate Principal Balance and Class
M-2 Certificate Principal Balance
and the Class M-3 Certificate Principal
Balance have been reduced to zero and a
Stepdown Trigger Event exists, or as long
as a Stepdown Trigger Event does not
exist, the excess of (1) the sum of (A) the
Class A Certificate Principal
Balance (after taking into account
distributions of the Class A Principal
Distribution Amount on such Distribution
Date), (B) the Class M-1 Certificate
Principal Balance (after taking into
account distributions of the Class M-1
Principal Distribution Amount on such
Distribution Date), (C) the Class M-2
Certificate Principal Balance (after taking
into account distributions of the
Class M-2 Principal Distribution Amount on
such Distribution Date), (D) the
Class M-3 Certificate Principal Balance
(after taking into account distributions
of the Class M-3 Principal Distribution
Amount on such Distribution Date and (E)
the Class M-4 Certificate Principal Balance
immediately prior to such
Distribution Date over (2) the lesser of
(A) 79.20% of the Stated Principal
Balances of the Mortgage Loans as of the
end of the immediately preceding Due
Period and (B) the excess of the Stated
Principal Balances for the Mortgage
Loans as of the end of the immediately
preceding Due Period over the Minimum
Required Overcollateralization Amount.
Notwithstanding the foregoing, (I) on any
Distribution Date prior to the Stepdown
Date on which the Certificate Principal
Balance of each Class of Class A
Certificates, the Class M-1 Certificates, the
Class M-2 Certificates, and the Class
M-3
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<PAGE>
Certificates have been reduced to zero, the
Class M-4 Principal Distribution
Amount will equal the lesser of (x) the
outstanding Certificate Principal
Balance of the Class M-4 Certificates and
(y) 100% of the Principal Distribution
Amount remaining after any distributions on
such Class A, Class M-1, Class M-2,
and Class M-3 Certificates and (II) in no
event will the Class M-4 Principal
Distribution Amount with respect to any
Distribution Date exceed the Class M-4
Certificate Principal Balance.
Class M-4
Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class M-4 Applied
Realized Loss Amount over (2) the sum of (x)
all distributions in reduction of the Class
M-4 Unpaid Realized Loss Amounts on
all previous Distribution Dates and (y) all
increases in the Certificate
Principal Balance of such Class M-4
Certificates pursuant to the last sentence
of the definition of "Certificate Principal
Balance."
Class M-5
Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts
with respect to the Mortgage Loans
which have been applied to the reduction of
the Certificate Principal Balance of
the Class M-5 Certificates.
Class M-5
Certificate: Any Certificate designated as a "Class M-5
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class M-5
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class M-5 Certificates.
Class M-5
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class M-5 Pass-Through Rate on
the Class M-5 Certificate Principal Balance
as of such Distribution Date plus
the portion of any previous distributions
on such Class in respect of Current
Interest or Class M-5 Interest Carry
Forward Amount that is recovered as a
voidable preference by a trustee in
bankruptcy, less any Non-Supported Interest
Shortfall allocated on such Distribution
Date to the Class M-5 Certificates.
Class M-5
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class M-5
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
M-5 Certificates with respect to interest
on such prior Distribution Dates and
(2) interest on such excess (to the extent
permitted by applicable law) at the
Class M-5 Pass-Through Rate for the related
Accrual Period.
Class M-5
Margin: As of any Distribution Date up to and including the
Optional Termination Date for the
Certificates, 0.650% per annum and, as of any
Distribution Date after the Optional
Termination Date, 0.975% per annum.
Class M-5
Pass-Through Rate: For the first Distribution Date, 3.7400% per
annum. As of any Distribution Date
thereafter, the lesser of (1) One-Month LIBOR
plus the Class M-5 Margin and (2) the
Subordinated Certificate Available Funds
Cap for such Distribution Date.
Class M-5
Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of
the Principal Distribution Amount
for such Distribution Date if the Class A
Certificate Principal Balance, Class
M-1 Certificate Principal Balance and Class
M-2 Certificate Principal Balance,
the Class M-3 Certificate Principal Balance
and the Class M-4 Certificate
Principal Balance have been reduced to zero
and a Stepdown Trigger Event exists,
or as long as a Stepdown Trigger Event does
not exist, the excess of (1) the sum
of (A) the Class A Certificate Principal
Balance (after taking into account
distributions of the Class A Principal
Distribution Amount on such Distribution
Date), (B) the Class M-1 Certificate
Principal Balance (after taking into
account distributions of the Class M-1
Principal Distribution Amount on such
Distribution Date), (C) the Class M-2
Certificate Principal Balance (after
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<PAGE>
taking into account distributions of the
Class M-2 Principal Distribution Amount
on such Distribution Date), (D) the Class
M-3 Certificate Principal Balance
(after taking into account distributions of
the Class M-3 Principal Distribution
Amount on such Distribution Date, (E) the
Class M-4 Certificate Principal
Balance (after taking into account
distributions of the Class M-4 Principal
Distribution Amount on such Distribution
Date) and (F) the Class M-5 Certificate
Principal Balance immediately prior to such
Distribution Date over (2) the
lesser of (A) 82.50% of the Stated
Principal Balances of the Mortgage Loans as
of the end of the immediately preceding Due
Period and (B) the excess of the
Stated Principal Balances for the Mortgage
Loans as of the end of the
immediately preceding Due Period over the
Minimum Required Overcollateralization
Amount. Notwithstanding the foregoing, (I)
on any Distribution Date prior to the
Stepdown Date on which the Certificate
Principal Balance of each Class of Class
A Certificates, the Class M-1 Certificates,
the Class M-2 Certificates, the
Class M-3 Certificates and the Class M-4
Certificates have been reduced to zero,
the Class M-5 Principal Distribution Amount
will equal the lesser of (x) the
outstanding Certificate Principal Balance
of the Class M-5 Certificates and (y)
100% of the Principal Distribution Amount
remaining after any distributions on
such Class A, Class M-1, Class M-2, Class
M-3 and Class M-4 Certificates and
(II) in no event will the Class M-5
Principal Distribution Amount with respect
to any Distribution Date exceed the Class
M-5 Certificate Principal Balance.
Class M-5
Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class M-5 Applied
Realized Loss Amount over (2) the sum of (x)
all distributions in reduction of the Class
M-5 Unpaid Realized Loss Amounts on
all previous Distribution Dates and (y) all
increases in the Certificate
Principal Balance of such Class M-5
Certificates pursuant to the last sentence
of the definition of "Certificate Principal
Balance."
Class M-6
Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts
with respect to the Mortgage Loans
which have been applied to the reduction of
the Certificate Principal Balance of
the Class M-6 Certificates.
Class M-6
Certificate: Any Certificate designated as a "Class M-6
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class M-6
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class M-6 Certificates.
Class M-6
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class M-6 Pass-Through Rate on
the Class M-6 Certificate Principal Balance
as of such Distribution Date plus
the portion of any previous distributions
on such Class in respect of Current
Interest or Class M-6 Interest Carry
Forward Amount that is recovered as a
voidable preference by a trustee in
bankruptcy, less any Non-Supported Interest
Shortfall allocated on such Distribution
Date to the Class M-6 Certificates.
Class M-6
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class M-6
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
M-6 Certificates with respect to interest
on such prior Distribution Dates and
(2) interest on such excess (to the extent
permitted by applicable law) at the
Class M-6 Pass-Through Rate for the related
Accrual Period.
Class M-6
Margin: As of any Distribution Date up to and including the
Optional Termination Date for the
Certificates, 0.700% per annum and, as of any
Distribution Date after the Optional
Termination Date, 1.050% per annum.
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<PAGE>
Class M-6
Pass-Through Rate: For the first Distribution Date, 3.7900% per
annum. As of any Distribution Date
thereafter, the lesser of (1) One-Month LIBOR
plus the Class M-6 Margin and (2) the
Subordinated Certificate Available Funds
Cap for such Distribution Date.
Class M-6
Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of
the Principal Distribution Amount
for such Distribution Date if the Class A
Certificate Principal Balance, Class
M-1 Certificate Principal Balance and Class
M-2 Certificate Principal Balance,
the Class M-3 Certificate Principal
Balance, the Class M-4 Certificate Principal
Balance and the Class M-5 Certificate
Principal Balance have been reduced to
zero and a Stepdown Trigger Event exists,
or as long as a Stepdown Trigger Event
does not exist, the excess of (1) the sum
of (A) the Class A Certificate
Principal Balance (after taking into
account distributions of the Class A
Principal Distribution Amount on such
Distribution Date), (B) the Class M-1
Certificate Principal Balance (after taking
into account distributions of the
Class M-1 Principal Distribution Amount on
such Distribution Date), (C) the
Class M-2 Certificate Principal Balance
(after taking into account distributions
of the Class M-2 Principal Distribution
Amount on such Distribution Date), (D)
the Class M-3 Certificate Principal Balance
(after taking into account
distributions of the Class M-3 Principal
Distribution Amount on such
Distribution Date, (E) the Class M-4
Certificate Principal Balance (after taking
into account distributions of the Class M-4
Principal Distribution Amount on
such Distribution Date), (F) the Class M-5
Certificate Principal Balance (after
taking into account distributions of the
Class M-5 Principal Distribution Amount
on such Distribution Date) and (G) the
Class M-6 Certificate Principal Balance
immediately prior to such Distribution Date
over (2) the lesser of (A) 85.70% of
the Stated Principal Balances of the
Mortgage Loans as of the end of the
immediately preceding Due Period and (B)
the excess of the Stated Principal
Balances for the Mortgage Loans as of the
end of the immediately preceding Due
Period over the Minimum Required
Overcollateralization Amount. Notwithstanding
the foregoing, (I) on any Distribution Date
prior to the Stepdown Date on which
the Certificate Principal Balance of each
Class of Class A Certificates, the
Class M-1 Certificates, the Class M-2
Certificates, the Class M-3 Certificates,
the Class M-4 Certificates and the Class
M-5 Certificates have been reduced to
zero, the Class M-6 Principal Distribution
Amount will equal the lesser of (x)
the outstanding Certificate Principal
Balance of the Class M-6 Certificates and
(y) 100% of the Principal Distribution
Amount remaining after any distributions
on such Class A, Class M-1, Class M-2,
Class M-3, Class M-4 and Class M-5
Certificates and (II) in no event will the
Class M-6 Principal Distribution
Amount with respect to any Distribution
Date exceed the Class M-6 Certificate
Principal Balance.
Class M-6
Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class M-6 Applied
Realized Loss Amount over (2) the sum of (x)
all distributions in reduction of the Class
M-6 Unpaid Realized Loss Amounts on
all previous Distribution Dates and (y) all
increases in the Certificate
Principal Balance of such Class M-6
Certificates pursuant to the last sentence
of the definition of "Certificate Principal
Balance."
Class P
Certificate: Any Certificate designated as a Class P
Certificate
on the face thereof, executed by the
Trustee and authenticated by the Trustee in
substantially the form set forth in Exhibit
A, representing the right to
distributions as set forth herein.
Class R
Certificate: The Class R Certificate executed by the Trustee
and
authenticated by the Trustee in
substantially the form set forth in Exhibit A.
Class R
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class R Certificate.
Class R
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class R Pass-Through Rate on
the Class R Certificate Principal Balance
as of such Distribution Date plus the
portion of any previous distributions on
such Class in respect of Current
- 24 -
<PAGE>
Interest or a Class R Interest Carry
Forward Amount that is recovered as a
voidable preference by a trustee in
bankruptcy, less any Non-Supported Interest
Shortfall allocated on such Distribution
Date to the Class R Certificate.
Class R
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class R
Current Interest with respect to prior
Distribution Dates over (B) the amount
actually distributed to the Class R
Certificate with respect to interest on
such prior Distribution Dates and (2)
interest on such excess (to the extent
permitted by applicable law) at the Class
R Pass-Through Rate for the related Accrual
Period.
Class R
Margin: As of any Distribution Date up to and including the
Optional Termination Date for the
Certificates, 0.290% per annum and, as of any
Distribution Date after the Optional
Termination Date, 0.580% per annum.
Class R
Pass-Through Rate: For the first Distribution Date, 3.3800% per
annum. As of any Distribution Date
thereafter, the lesser of (1) One-Month LIBOR
plus the Class R Margin and (2) the Class
A-1 Available Funds Cap for such
Distribution Date.
Closing
Date: May 31, 2005.
Code: The
Internal Revenue Code of 1986, including any successor or
amendatory provisions.
Collection
Account: The separate Eligible Account created and initially
maintained by the Servicer pursuant to
Section 3.05(d) in the name of the
Trustee for the benefit of the
Certificateholders and designated "Wilshire
Credit Corporation, as servicer for Wells
Fargo Bank, N.A., as Trustee, in trust
for registered holders of Merrill Lynch
Mortgage Investors Trust, Mortgage Loan
Asset-Backed Certificates, Series
2005-WMC2". Funds in the Collection Account
shall be held in trust for the
Certificateholders for the uses and purposes set
forth in this Agreement.
Combined
Loan-to-Value Ratio: For any Mortgage Loan in a second lien
position, the fraction, expressed as a
percentage, the numerator of which is the
sum of (1) the original principal balance
of the related Mortgage Loan and (2)
any outstanding principal balances of
Mortgage Loans the liens on which are
senior to the lien on such related Mortgage
Loan (such sum calculated at the
date of origination of such related
Mortgage Loan) and the denominator of which
is the lesser of (A) the Appraised Value of
the related Mortgaged Property and
(B) the sales price of the related
Mortgaged Property at time of origination.
Compensating Interest: With respect to any Mortgage Loan and
any
Distribution Date, an amount equal to the
portion of any Prepayment Interest
Shortfalls required to be deposited in the
Collection Account by the Servicer
pursuant to Section 4.02 hereof.
Condemnation Proceeds: All awards or settlements in respect of a
Mortgaged
Property, whether permanent or temporary,
partial or entire, by exercise of the
power of eminent domain or condemnation, to
the extent not required to be
released either to a Mortgagor in
accordance with the terms of the related
mortgage loan documents or to the holder of
a senior lien on the Mortgaged
Property.
Corresponding Certificates: With respect to the Class LTA-1A
Interest, the
Class A-1A and Class R Certificates. With
respect to the Class LTA-1B Interest,
the Class A-1B Certificates. With respect
to the Class LTA-2A Interest, the
Class A-2A Certificates. With respect to
the Class LTA-2B Interest, the Class
A-2B Certificates. With respect to the
Class LTA-2C Interest, the Class A-2C
Certificates. With respect to the Class
LTA-2D Interest, the Class A-2D
Certificates. With respect to the Class
LTM-1 Interest, the Class M-1
Certificates. With respect to the Class
LTM-2 Interest, the Class M-
- 25 -
<PAGE>
2 Certificates. With respect to the Class
LTM-3 Interest, the Class M-3
Certificates. With respect to the Class
LTM-4 Interest, the Class M-4
Certificates. With respect to the Class
LTM-5 Interest, the Class M-5
Certificates. With respect to the Class
LTM-6 Interest, the Class M-6
Certificates. With respect to the Class
LTB-1 Interest, the Class B-1
Certificates. With respect to the Class
LTB-2 Interest, the Class B-2
Certificates. With respect to the Class
LTB-3 Interest, the Class B-3
Certificates. With respect to the Class
LTB-4 Interest, the Class B-4
Certificates.
Current
Interest: Any of the Class A Current Interest, the Class R
Current
Interest, the Class M-1 Current Interest,
the Class M-2 Current Interest, the
Class M-3 Current Interest, the Class M-4
Current Interest, the Class M-5
Current Interest, the Class M-6 Current
Interest , the Class B-1 Current
Interest, the Class B-2 Current Interest,
the Class B-3 Current Interest and the
Class B-4 Current Interest.
Cut-off
Date: May 1, 2005.
Cut-off
Date Principal Balance: As to any Mortgage Loan, the unpaid
principal balance thereof as of the close
of business on the calendar day
immediately preceding the Cut-off Date
after application of all payments of
principal due on or prior to the Cut-off
Date, whether or not received, and all
Principal Prepayments received prior to the
Cut-off Date, but without giving
effect to any installments of principal
received in respect of Due Dates on and
after the Cut-off Date.
Definitive
Certificates: As defined in Section 5.06.
Deleted
Mortgage Loan: A Mortgage Loan replaced or to be replaced by a
Replacement Mortgage Loan.
Delinquent: A Mortgage Loan is "delinquent" if any payment due
thereon is
not made pursuant to the terms of such
Mortgage Loan by the close of business on
the day such payment is scheduled to be
due. A Mortgage Loan is "30 days
delinquent" if such payment has not been
received by the close of business on
the corresponding day of the month
immediately succeeding the month in which
such payment was due, or, if there is no
such corresponding day (e.g., as when a
30-day month follows a 31-day month in
which a payment was due on the 31st day
of such month), then on the last day of
such immediately succeeding month. With
respect to any Mortgage Loan due on any day
other than the first day of the
month, such Mortgage Loan shall be deemed
to be due on the first day of the
immediately succeeding month. Similarly for
"60 days delinquent," "90 days
delinquent" and so on.
Denomination: With respect to each Certificate, the amount set
forth on
the face thereof as the "Initial Principal
Balance of this Certificate."
Depositor:
Merrill Lynch Mortgage Investors, Inc., a Delaware corporation,
or any successor in interest.
Depository: The initial Depository shall be The Depository Trust
Company
("DTC"), the nominee of which is Cede &
Co., or any other organization
registered as a "clearing agency" pursuant
to Section 17A of the Securities
Exchange Act of 1934, as amended. The
Depository shall initially be the
registered Holder of the Book-Entry
Certificates. The Depository shall at all
times be a "clearing corporation" as
defined in Section 8-102(3) of the Uniform
Commercial Code of the State of New
York.
Depository
Agreement: With respect to Classes of Book-Entry Certificates,
the agreement between the Trustee and the
initial Depository.
- 26 -
<PAGE>
Depository
Participant: A broker, dealer, bank or other financial
institution or other Person for whom from
time to time a Depository effects
book-entry transfers and pledges of
securities deposited with the Depository.
Designated
Transaction: A transaction in which the assets underlying the
Certificates consist of single-family
residential, multi-family residential,
home equity, manufactured housing and/or
commercial mortgage obligations that
are secured by single-family residential,
multi-family residential, commercial
real property or leasehold interests
therein.
Determination Date: With respect to any Distribution Date, the 15th
day of
the month of such Distribution Date or, if
such 15th day is not a Business Day,
the immediately preceding Business Day.
Disqualified Organization: (1) the United States, any state or
political
subdivision thereof, any foreign
government, any international organization, or
any agency or instrumentality of any of the
foregoing, (2) any organization
(other than a cooperative described in
Section 521 of the Code) which is exempt
from tax under Chapter 1 of Subtitle A of
the Code unless such organization is
subject to the tax imposed by Section 511
of the Code and (3) any organization
described in Section 1381(a)(2)(C) of the
Code.
Distribution Date: The 25th day of each calendar month after the
initial
issuance of the Certificates, or if such
25th day is not a Business Day, the
next succeeding Business Day, commencing in
June 2005.
Due Date:
With respect to any Distribution Date and any Mortgage Loan,
the
day during the related Due Period on which
a Scheduled Payment is due.
Due
Period: With respect to any Distribution Date, the period beginning
on
the second day of the calendar month
preceding the calendar month in which such
Distribution Date occurs and ending on the
first day of the month in which such
Distribution Date occurs.
Eligible
Account: An account that is (i) maintained with a depository
institution the long-term unsecured debt
obligations of which are rated by each
Rating Agency in one of its two highest
rating categories, or (ii) maintained
with the corporate trust department of a
bank which (A) has a rating of at least
Baa3 or P-3 by Moody's and (B) is either
the Depositor or the corporate trust
department of a national bank or banking
corporation which has a rating of at
least A-1 by S&P or F1 by Fitch, or
(iii) an account or accounts the deposits in
which are fully insured by the FDIC, or
(iv) an account or accounts, acceptable
to each Rating Agency without reduction or
withdrawal of the rating of any Class
of Certificates, as evidenced in writing,
by a depository institution in which
such accounts are insured by the FDIC (to
the limit established by the FDIC),
the uninsured deposits in which accounts
are otherwise secured such that, as
evidenced by an Opinion of Counsel
delivered to and acceptable to the Trustee
and each Rating Agency, the
Certificateholders have a claim with respect to the
funds in such account and a perfected first
security interest against any
collateral (which shall be limited to
Permitted Investments) securing such funds
that is superior to claims of any other
depositors or creditors of the
depository institution with which such
account is maintained, or (v) maintained
at an eligible institution whose commercial
paper, short-term debt or other
short-term deposits are rated at least A-1+
by S&P and F-1+ by Fitch, or (vi)
maintained with a federal or state
chartered depository institution the deposits
in which are insured by the FDIC to the
applicable limits and the short-term
unsecured debt obligations of which (or, in
the case of a depository institution
that is a subsidiary of a holding company,
the short-term unsecured debt
obligations of such holding company) are
rated A-1 by S&P or Prime-1 by Moody's
at the time any deposits are held on
deposit therein, or (vii) otherwise
acceptable to each Rating Agency, as
evidenced by a letter from each Rating
Agency to the Trustee.
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<PAGE>
ERISA: The
Employee Retirement Income Security Act of 1974, including any
successor or amendatory provisions.
ERISA-Qualifying Underwriting: A best efforts or firm
commitment
underwriting or private placement that
would satisfy the requirements of
Prohibited Transaction Exemption 90-29,
Exemption Application No. D-8012, 55
Fed. Reg. 21459 (1990), as amended, granted
to the Underwriter by the United
States Department of Labor (or any other
applicable underwriter's exemption
granted by the United States Department of
Labor), except, in relevant part, for
the requirement that the certificates have
received a rating at the time of
acquisition that is in one of the three (or
four, in the case of a "designated
transaction") highest generic rating
categories by at least one of the Rating
Agencies.
ERISA
Restricted Certificates: The Class C Certificates, Class P
Certificates, and Class R Certificate and
any other Certificate, unless the
acquisition and holding of such other
Certificate is covered by and exempt under
any applicable underwriter's exemption
granted by the United States Department
of Labor.
Event of
Default: As defined in Section 7.01 hereof.
Excess
Interest: On any Distribution Date, for the Class A, Class M
and
Class B Certificates, the excess, if any,
of (1) the amount of interest such
Class of Certificates is entitled to
receive on such Distribution Date at its
Pass-Through Rate over (2) the amount of
interest such Class of Certificates
would have been entitled to receive on such
Distribution Date had the
Pass-Through Rate for such Class been the
REMIC Pass-Through Rate.
Excess
Proceeds: With respect to any Liquidated Loan, any Liquidation
Proceeds that are in excess of the sum of
(1) the unpaid principal balance of
such Liquidated Loan as of the date of such
liquidation plus (2) interest at the
Mortgage Rate from the Due Date as to which
interest was last paid or advanced
to Certificateholders (and not reimbursed
to the Servicer) up to the Due Date in
the month in which such Liquidation
Proceeds are required to be distributed on
the unpaid principal balance of such
Liquidated Loan outstanding during each Due
Period as to which such interest was not
paid or advanced.
Exchange
Act: The Securities Exchange Act of 1934, as amended.
Extra
Principal Distribution Amount: With respect to any Distribution
Date, (1) prior to the Stepdown Date, the
excess of (A) the sum of (i) the
Aggregate Certificate Principal Balance
immediately preceding such Distribution
Date reduced by the Principal Funds with
respect to such Distribution Date and
(ii) $20,291,278 over (B) the Pool Stated
Principal Balance of the Mortgage
Loans as of such Distribution Date and (2)
on and after the Stepdown Date, (A)
the sum of (x) the Aggregate Certificate
Principal Balance immediately preceding
such Distribution Date, reduced by the
Principal Funds with respect to such
Distribution Date and (y) the greater of
(a) the sum of 5.20% of the Pool Stated
Principal Balance of the Mortgage Loans and
(b) the Minimum Required
Overcollateralization Amount less (B) the
Pool Stated Principal Balance of the
Mortgage Loans as of such Distribution
Date; provided, however, that if on any
Distribution Date a Stepdown Trigger Event
is in effect, the Extra Principal
Distribution Amount will not be reduced to
the applicable percentage of the
then-current Pool Stated Principal Balance
of the Mortgage Loans (and will
remain fixed at the applicable percentage
of the aggregate Stated Principal
Balance of the Mortgage Loans as of the Due
Date immediately prior to the
Stepdown Trigger Event) until the next
Distribution Date on which the Stepdown
Trigger Event is not in effect.
Fannie
Mae: A federally chartered and privately owned corporation
organized and existing under the Federal
National Mortgage Association Charter
Act, or any successor thereto.
FDIC: The
Federal Deposit Insurance Corporation, or any successor
thereto.
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<PAGE>
Fitch:
Fitch, Inc., or any successor in interest.
Fixed Rate Mortgage Loan: A
Mortgage Loan identified in the Mortgage Loan
Schedule as having a Mortgage Rate which is
fixed.
Floating
Rate Certificate Carryover: With respect to a Distribution
Date,
in the event that the Pass-Through Rate for
a class of the Class A, Class M or
Class B Certificates is based upon the
related Available Funds Cap, the excess
of (1) the amount of interest that such
class would have been entitled to
receive on such Distribution Date had the
Pass-Through Rate for that class not
been calculated based on the related
Available Funds Cap, up to but not
exceeding the greater of (a) the related
Maximum Rate Cap or (b) the sum of (i)
the related Available Funds Cap and (ii)
the product of (A) a fraction, the
numerator of which is 360 and the
denominator of which is the actual number of
days in the related Accrual Period and (B)
the quotient obtained by dividing (I)
an amount equal to the proceeds, if any,
payable under the related Cap Contract
with respect to such Distribution Date by
(II) the aggregate Certificate
Principal Balance of each of the Classes of
Certificates to which such Cap
Contract relates for such Distribution Date
over (2) the amount of interest such
class was entitled to receive on such
Distribution Date based on the related
Available Funds Cap together with (A) the
unpaid portion of any such excess from
prior Distribution Dates (and interest
accrued thereon at the then applicable
Pass-Through Rate for such class, without
giving effect to the related Available
Funds Cap) and (B) any amount previously
distributed with respect to Floating
Rate Certificate Carryover for such class
that is recovered as a voidable
preference by a trustee in bankruptcy.
Freddie
Mac: A corporate instrumentality of the United States created
and
existing under Title III of the Emergency
Home Finance Act of 1970, as amended,
or any successor thereto.
Grantor
Trusts: The grantor trusts described in Section 2.07 hereof.
Gross
Margin: The percentage set forth in the related Mortgage Note
for
each of the Adjustable Rate Mortgage Loans
which is to be added to the
applicable index for use in determining the
Mortgage Rate on each Adjustment
Date and which is set forth in the Mortgage
Loan Schedule for each Adjustable
Rate Mortgage Loan.
Group One:
The portion of the Mortgage Pool identified as "Group One" in
the Prospectus Supplement.
Group One
Mortgage Loan: Any Mortgage Loan identified in the Group One
Mortgage Loan Schedule attached hereto as
Exhibit B-2.
Group One
Principal Distribution Amount: As of any Distribution Date, the
amount equal to the lesser of (1) the sum
of the respective Certificate
Principal Balances of the Class A-1 and
Class R Certificates and (2) the product
of (x) the Group One Principal Distribution
Percentage and (y) the Class A
Principal Distribution Amount; provided,
however, that (A) with respect to the
Distribution Date on which the Certificate
Principal Balance of each Class of
the Class A-2 Certificates is initially
reduced to zero (so long as the Class
A-1 and Class R Certificates are
outstanding), the excess of (i) the Group Two
Principal Distribution Percentage of the
Class A Principal Distribution Amount
over (ii) the amount necessary to reduce
the Certificate Principal Balance of
each of the Class A-2 Certificates to zero
will be added to the Group One
Principal Distribution Amount and (B) with
respect to any Distribution Date
thereafter, the Group One Principal
Distribution Amount shall equal the Class A
Principal Distribution Amount.
Group One
Principal Distribution Percentage: With respect to any
Distribution Date, a fraction expressed as
a percentage, the numerator of which
is the amount of Principal Funds with
respect to such
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<PAGE>
Distribution Date received with respect to
Group One Mortgage Loans, and the
denominator of which is the amount of all
Principal Funds with respect to such
Distribution Date received on all the
Mortgage Loans.
Group Two:
The portion of the Mortgage Pool identified as "Group Two" in
the Prospectus Supplement.
Group Two
Mortgage Loan: Any Mortgage Loan identified in the Group Two
Mortgage Loan Schedule attached hereto as
Exhibit B-3.
Group Two
Principal Distribution Amount: As of any Distribution Date, the
amount equal to the lesser of (1) the sum
of the Certificate Principal Balance
of the Class A-2 Certificates and (2) the
product of (x) the Group Two Principal
Distribution Percentage and (y) the Class A
Principal Distribution Amount;
provided, however, that (A) with respect to
the Distribution Date on which the
Certificate Principal Balance of the Class
A-1 and Class R Certificates is
initially reduced to zero (so long as any
of the Class A-2 Certificates is
outstanding), the excess of (i) the Group
One Principal Distribution Percentage
of the Class A Principal Distribution
Amount over (ii) the amount necessary to
reduce the Certificate Principal Balances
of the Class A-1 Certificates to zero
will be added to the Group Two Principal
Distribution Amount and (B) with
respect to any Distribution Date
thereafter, the Group Two Principal
Distribution Amount shall equal the Class A
Principal Distribution Amount.
Group Two
Principal Distribution Percentage: With respect to any
Distribution Date, a fraction expressed as
a percentage, the numerator of which
is the amount of Principal Funds with
respect to such Distribution Date received
with respect to Group Two Mortgage Loans,
and the denominator of which is the
amount of all Principal Funds with respect
to such Distribution Date received on
all the Mortgage Loans.
Indenture:
An indenture relating to the issuance of notes guaranteed by
the NIMs Insurer.
Initial
Adjustment Date: As to any Adjustable Rate Mortgage Loan, the
first Adjustment Date following the
origination of such Mortgage Loan.
Initial
Certificate Principal Balance: With respect to any Class A,
Class
M, Class B or Class C or Certificate, the
Certificate Principal Balance of such
Certificate or any predecessor Certificate
on the Closing Date as set forth in
Section 5.01 hereof.
Initial
Mortgage Rate: As to each Mortgage Loan, the Mortgage Rate in
effect prior to the Initial Adjustment
Date.
Initial
Optional Termination Date: The Distribution Date on which the
aggregate Stated Principal Balance of the
Mortgage Loans is equal to or less
than 10% of the aggregate Stated Principal
Balance of the Mortgage Loans as of
the Cut-off Date.
Insurance
Policy: With respect to any Mortgage Loan included in the Trust
Fund, any insurance policy, including all
riders and endorsements thereto in
effect with respect to such Mortgage Loan,
including any replacement policy or
policies for any insurance policies.
Insurance
Proceeds: Proceeds paid in respect of the Mortgage Loans
pursuant to any Insurance Policy or any
other insurance policy covering a
Mortgage Loan, to the extent such proceeds
are payable to the mortgagee under
the Mortgage, the Servicer or the Trustee
under the deed of trust and are not
applied to the restoration of the related
Mortgaged Property or released to the
Mortgagor in accordance with the
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<PAGE>
procedures that the Servicer would follow
in servicing mortgage loans held for
its own account, in each case other than
any amount included in such Insurance
Proceeds in respect of Insured
Expenses.
Insured
Expenses: Expenses covered by an Insurance Policy or any other
insurance policy with respect to the
Mortgage Loans.
Interest
Carry Forward Amount: Any of the Class A-1A Interest Carry
Forward Amount, the Class A-1B Interest
Carry Forward Amount, the Class A-2A
Interest Carry Forward Amount, the Class
A-2B Interest Carry Forward Amount, the
Class A-2C Interest Carry Forward Amount,
the Class A-2D Interest Carry Forward
Amount, the Class R Interest Carry Forward
Amount, the Class M-1 Interest Carry
Forward Amount, the Class M-2 Interest
Carry Forward Amount, the Class M-3
Interest Carry Forward Amount, the Class
M-4 Interest Carry Forward Amount, the
Class M-5 Interest Carry Forward Amount,
the Class M-6 Interest Carry Forward
Amount, the Class B-1 Interest Carry
Forward Amount, the Class B-2 Interest
Carry Forward Amount, the Class B-3
Interest Carry Forward Amount, the Class B-4
Interest Carry Forward Amount or the Class
C Interest Carry Forward Amount, as
the case may be.
Interest
Determination Date: With respect to the Certificates, the
second
LIBOR Business Day preceding the
commencement of such Accrual Period.
Interest
Funds: With respect to any Distribution Date, the sum, without
duplication, of (1) all scheduled interest
due during the related Due Period and
received before the related Servicer
Remittance Date or advanced on or before
the related Servicer Remittance Date less
the Servicing Fee, (2) all Advances
relating to interest with respect to the
Mortgage Loans, (3) all Compensating
Interest with respect to the Mortgage
Loans, (4) Liquidation Proceeds with
respect to the Mortgage Loans (to the
extent such Liquidation Proceeds relate to
interest) collected during the related
Prepayment Period, (5) all proceeds of
any purchase pursuant to Section 2.02 or
2.03 during the related Prepayment
Period or pursuant to Section 9.01 not
later than the related Determination Date
(to the extent that such proceeds relate to
interest) less the Servicing Fee and
(6) all Prepayment Charges received with
respect to the Mortgage Loans during
the related Prepayment Period, less (A) all
Non-Recoverable Advances relating to
interest and (B) other amounts reimbursable
to the Servicer and the Trustee
pursuant to this Agreement.
Latest
Possible Maturity Date: The latest maturity date for any
Mortgage
Loan in the Trust Fund plus one year.
LIBOR
Business Day: Any day on which banks in the City of London,
England
and New York City, U.S.A. are open and
conducting transactions in foreign
currency and exchange.
Liquidated
Loan: With respect to any Distribution Date, a defaulted
Mortgage Loan that either (a) has been
liquidated through deed-in-lieu of
foreclosure, foreclosure sale, trustee's
sale or other realization as provided
by applicable law governing the real
property subject to the related Mortgage
and any security agreements and as to which
the Servicer has certified (in
accordance with Section 3.12) in the
related Prepayment Period that it has
received all amounts it expects to receive
in connection with such liquidation
or (b) is not a first lien Mortgage Loan
and is delinquent 180 days or longer,
the Servicer has certified in a certificate
of an officer of the Servicer
delivered to the Depositor and the Trustee
that it does not believe that there
is a reasonable likelihood that any further
net proceeds will be received or
recovered with respect to such Mortgage
Loan.
Liquidation Proceeds: Amounts, including Condemnation Proceeds
and
Insurance Proceeds, received in connection
with the partial or complete
liquidation of Mortgage Loans, whether
through trustee's sale, foreclosure sale,
sale by the Servicer pursuant to this
Agreement or otherwise or amounts received
in connection with any condemnation or
partial release of a Mortgaged Property
and any other
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<PAGE>
proceeds received in connection with an REO
Property, less the sum of related
unreimbursed Advances, Servicing Fees,
Servicing Advances and any other expenses
related to such Mortgage Loan.
Losses:
Any losses, claims, damages, liabilities or expenses
collectively.
Lower Tier
REMIC: As described in the Preliminary Statement and Section
2.07.
Lower Tier
REMIC Interests: Each of the Class LTA-1A Interest, the Class
LTA-1B Interest, the Class LTA-2A Interest,
the Class LTA-2B Interest, the Class
LTA-2C Interest, the Class LTA-2D Interest,
the Class LTM-1 Interest, the Class
LTM-2 Interest, the Class LTM-3 Interest,
the Class LTM-4 Interest, the Class
LTM-5 Interest, the Class LTM-6 Interest,
the Class LTB-1 Interest, the Class
LTB-2 Interest, the Class LTB-3 Interest,
the Class LTB-4 Interest, the Class
LTIX Interest, the Class LTIIX Interest,
the Class LTII1A Interest, the Class
LTII1B Interest, the Class LTII2A Interest,
the Class LTII2B Interest and the
Class LTR Interest.
Lower Tier
REMIC I Marker Interests: Each of the classes of Lower Tier
REMIC Regular Interests other than the
Class LTIX Interest, the Class LTIIX
Interest, the Class LTII1A Interest, the
Class LTII1B Interest, the Class LTII2A
Interest, the Class LTII2B Interest.
Lower Tier
REMIC II Marker Interests: Each of the Class LTII1A Interest,
the Class LTII1B Interest, the Class LTII2A
Interest and the Class LTII2B
Interest.
Lower Tier
REMIC Regular Interests: Each of the Lower Tier REMIC Interests
other than the Class LTR Interest.
Lower Tier
REMIC Subordinated Balance Ratio: The ratio of (i) the
principal balance of the Class LTII1A
Interest to (ii) the principal balance of
the Class LTII2A Interest that is equal to
the ratio of (i) the excess of (A)
the aggregate Stated Principal Balance of
the Group One Mortgage Loans over (B)
the current Certificate Principal Balances
of the Class A-1 and Class R
Certificates to (ii) the excess of (A) the
aggregate Stated Principal Balance of
the Group Two Mortgage Loans over (B) the
current Certificate Principal Balance
of the Class A-2 Certificates.
Maximum
Mortgage Rate: With respect to each Adjustable Rate Mortgage
Loan,
the maximum rate of interest set forth as
such in the related Mortgage Note and
with respect to each Fixed Rate Mortgage
Loan, the rate of interest set forth in
the related Mortgage Note.
Maximum
Rate Cap: Any of the Class A-1 Maximum Rate Cap, the Class A-2
Maximum Rate Cap or the Subordinated
Certificate Maximum Rate Cap.
MERS:
Mortgage Electronic Registration Systems, Inc., a corporation
organized and existing under the laws of
the State of Delaware, or any successor
thereto.
MERS Loan:
Any Mortgage Loan registered with MERS on the MERS System.
MERS
System: The system of recording transfers of mortgage
electronically
maintained by MERS.
Minimum
Mortgage Rate: With respect to each Adjustable Rate Mortgage
Loan,
the minimum rate of interest set forth as
such in the related Mortgage Note.
Minimum
Required Overcollateralization Amount: An amount equal to the
product of (x) 0.50% and (y) the Stated
Principal Balance of the Mortgage Loans
as of the Cut-off Date.
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<PAGE>
MIN: The
loan number for any MERS Loan.
MOM Loan:
Any Mortgage Loan as to which MERS is acting as mortgagee,
solely as nominee for the originator of
such Mortgage Loan and its successors
and assigns.
Monthly
Excess Interest Amount: With respect to each Distribution Date,
the amount, if any, by which the Interest
Funds for such Distribution Date
exceeds the aggregate amount distributed on
such Distribution Date pursuant to
Section 4.04(b) (other than the last clause
thereof).
Monthly
Statement: The statement delivered to the Certificateholders
pursuant to Section 4.05.
Moody's:
Moody's Investors Service, Inc. or any successor in interest.
Mortgage:
With respect to a Mortgage Loan, the mortgage, deed of trust or
other instrument creating a second lien or
a second priority ownership interest
in an estate in fee simple in real property
securing a Mortgage Note.
Mortgage
File: The mortgage documents listed in Section 2.01 hereof
pertaining to a particular Mortgage Loan
and any additional documents delivered
to the Trustee to be added to the Mortgage
File pursuant to this Agreement.
Mortgage
Group: Either of Group One or Group Two.
Mortgage
Loans: Such of the mortgage loans transferred and assigned to
the
Trustee pursuant to the provisions hereof
as from time to time are held as a
part of the Trust Fund (including any REO
Property), the mortgage loans so held
being identified in the Mortgage Loan
Schedule, notwithstanding foreclosure or
other acquisition of title of the related
Mortgaged Property. Any mortgage loan
that was intended by the parties hereto to
be transferred to the Trust Fund as
indicated by such Mortgage Loan Schedule
which is in fact not so transferred for
any reason shall continue to be a Mortgage
Loan hereunder until the Purchase
Price with respect thereto has been paid to
the Trust Fund.
Mortgage
Loan Schedule: The lists of Mortgage Loans (as from time to
time
amended by the Trustee to reflect the
deletion of Deleted Mortgage Loans and the
addition of Replacement Mortgage Loans
pursuant to the provisions of this
Agreement) transferred to the Trustee as
part of the Trust Fund and from time to
time subject to this Agreement, attached
hereto as Exhibits B-1, B-2 and B-3,
setting forth the following information
with respect to each Mortgage Loan:
(i) the loan
number;
(ii) borrower name and
address;
(iii) the unpaid principal balance of the Mortgage Loans;
(iv) the Initial
Mortgage Rate;
(v) the original
maturity date and the months remaining before
maturity date;
(vi) the original
principal balance;
(vii) the Cut-off Date Principal Balance;
(viii) the first payment due date of the Mortgage Loan;
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<PAGE>
(ix) the Loan-to-Value
Ratio at origination with respect to a first
lien Mortgage Loan, or the Combined Loan-to-Value Ratio with
respect to a second lien Mortgage Loan;
(x) a code
indicating whether the residential dwelling at the time
of origination was represented to be owner-occupied;
(xi) a code indicating
the property type;
(xii) with respect to each Adjustable Rate Mortgage Loan;
(A)
the frequency of
each Adjustment Date;
(B) the next
Adjustment Date;
(C) the Maximum
Mortgage Rate;
(D) the Minimum
Mortgage Rate;
(E) the Mortgage
Rate as of the Cut-off Date;
(F) the related
Periodic Rate Cap;
(G) the Gross
Margin;
(xiii) location of the related Mortgaged Property;
(xiv) a code indicating whether a Prepayment Charge is
applicable
and, if so,
(A) the period
during which such Prepayment Charge is in
effect;
(B) the amount
of such Prepayment Charge;
(C) any
limitations or other conditions on the
enforceability of such Prepayment Charge; and
(D) any other
information pertaining to the Prepayment
Charge specified in the related Mortgage Note; and
(xv) the Credit Score
and date obtained.
Mortgage
Note: The original executed note or other evidence of
indebtedness evidencing the indebtedness of
a Mortgagor under a Mortgage Loan
and all amendments, modifications and
attachments thereto.
Mortgage
Pool: The aggregate of the Mortgage Loans identified in the
Mortgage Loan Schedule set out on Exhibit
B-1.
Mortgaged
Property: The underlying property securing a Mortgage Loan.
Mortgage
Rate: The annual rate of interest borne by a Mortgage Note from
time to time.
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<PAGE>
Mortgagor:
The obligor on a Mortgage Note.
Net
Mortgage Rate: As to each Mortgage Loan, and at any time, the
per
annum rate equal to the then current
Mortgage Rate less the Servicing Fee Rate.
Net Rate:
With respect to any Distribution Date, the product of (x) the
weighted average Net Mortgage Rate for the
Mortgage Loans calculated based on
the respective Net Mortgage Rates and the
Stated Principal Balances of such
Mortgage Loans as of the preceding
Distribution Date (or, in the case of the
first Distribution Date, as of the Cut-off
Date) and (y) a fraction, the
numerator of which is 30 and the
denominator of which is the actual number of
days in the related Accrual Period.
NIM Notes:
The notes to be issued pursuant to the Indenture.
NIMs
Insurer: Any of the one or more insurers, if any, that is
guaranteeing certain payments under any NIM
Notes; provided, that upon the
payment in full of the NIM Notes, all
rights of the NIMs Insurer hereunder shall
terminate.
NIMs
Insurer Default: As defined in Section 10.12.
Non-Recoverable Advance: Any portion of an Advance previously made
or
proposed to be made by the Servicer that,
in the good faith judgment of the
Servicer, will not or, in the case of a
current delinquency, would not, be
ultimately recoverable by the Servicer from
the related Mortgagor, related
Liquidation Proceeds or otherwise related
to the Mortgage Loans.
Non-Recoverable Servicing Advance: Any portion of a Servicing
Advance
previously made or proposed to be made by
the Servicer that, in the good faith
judgment of the Servicer, will not or, in
the case of a current Servicing
Advance, would not, be ultimately
recoverable by the Servicer from the related
Mortgagor, related Liquidation Proceeds or
otherwise related to the Mortgage
Loans.
Non-Supported Interest Shortfall: As defined in Section 4.02.
Offered
Certificates: The Class A-1A, Class A-1B, Class A-2A, Class
A-2B,
Class A-2C, Class A-2D, Class M-1, Class
M-2, Class M-3, Class M-4, Class M-5,
Class M-6, Class B-1, Class B-2, Class B-3
and Class R Certificates.
Officer's
Certificate: A certificate (1) signed by the Chairman of the
Board, the Vice Chairman of the Board, the
President, a vice president (however
denominated), an Assistant Vice President,
the Treasurer, the Secretary, or one
of the assistant treasurers or assistant
secretaries of the Depositor, the
Servicer or the Trustee (or any other
officer customarily performing functions
similar to those performed by any of the
above designated officers and also to
whom, with respect to a particular matter,
such matter is referred because of
such officer's knowledge of and familiarity
with a particular subject) or (2),
if provided for in this Agreement, signed
by a Servicing Officer, as the case
may be, and delivered to the Depositor, the
Servicer or the Trustee, as the case
may be, as required by this Agreement.
One-Month
LIBOR: With respect to any Accrual Period, the rate determined
by the Trustee on the related Interest
Determination Date on the basis of (a)
the offered rates for one-month United
States dollar deposits, as such rates
appear on Telerate page 3750, as of 11:00
a.m. (London time) on such Interest
Determination Date or (b) if such rate does
not appear on Telerate Page 3750 as
of 11:00 a.m. (London time), the offered
rates of the Reference Banks for
one-month United States dollar deposits, as
such rates appear on the Reuters
Screen LIBO Page, as of 11:00 a.m. (London
time) on such Interest Determination
Date. If One-Month LIBOR is determined
pursuant to clause (b) above, on each
Interest
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<PAGE>
Determination Date, One-Month 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, One-Month LIBOR for the
related Accrual Period shall be the arithmetic mean of such
offered quotations (rounded upwards if necessary to the
nearest whole multiple of 0.03125%).
(ii) If on such
Interest Determination Date fewer than two
Reference Banks provide such offered quotations, One-Month
LIBOR for the related Accrual Period shall be the higher of
(i) One-Month LIBOR as determined on the previous Interest
Determination Date and (ii) the Reserve Interest Rate.
Opinion of
Counsel: A written opinion of counsel, who may be counsel for
the Depositor or the Servicer, reasonably
acceptable to each addressee of such
opinion; provided, however, that with
respect to Section 6.04 or 10.01, or the
interpretation or application of the REMIC
Provisions, such counsel must (1) in
fact be independent of the Depositor or the
Servicer, (2) not have any direct
financial interest in the Depositor or the
Servicer or in any affiliate of
either and (3) not be connected with the
Depositor or the Servicer as an
officer, employee, promoter, underwriter,
trustee, partner, director or person
performing similar functions.
Optional
Termination: The termination of the Trust Fund hereunder
pursuant
to clause (a) of Section 9.01 hereof.
Optional
Termination Amount: The repurchase price received by the
Trustee
in connection with any repurchase of all of
the Mortgage Loans pursuant to
Section 9.01.
Optional
Termination Price: On any date after the Initial Optional
Termination Date, an amount equal to the
sum of (A) the aggregate Stated
Principal Balance of each Mortgage Loan
(other than any Mortgage Loan that has
become an REO Property) as of the
Distribution Date on which the proceeds of the
Optional Termination are distributed to the
Certificateholders, plus accrued
interest thereon at the applicable Mortgage
Rate as of the Due Date preceding
the Distribution Date on which the proceeds
of the Optional Termination are
distributed to Certificateholders and the
fair market value of any REO Property,
plus accrued interest thereon as of the
Distribution Date on which the proceeds
of the Optional Termination are distributed
to Certificateholders, (B) any
unreimbursed out-of-pocket costs and
expenses owed to the Trustee (including any
amounts incurred by the Trustee in
connection with conducting the Auction) or
the Servicer and any unpaid or unreimbursed
Servicing Fees, Advances and
Servicing Advances and (C) any unreimbursed
costs, penalties and/or damages
incurred by the Trust Fund in connection
with any violation relating to any of
the Mortgage Loans of any predatory or
abusive lending law.
OTS: The
Office of Thrift Supervision.
Outstanding: With respect to the Certificates as of any date of
determination, all Certificates theretofore
executed and authenticated under
this Agreement except: (1) Certificates
theretofore canceled by the Trustee or
delivered to the Trustee for cancellation;
and (2) Certificates in exchange for
which or in lieu of which other
Certificates have been executed by the Trustee
and delivered by the Trustee pursuant to
this Agreement.
Outstanding Mortgage Loan: As of any Distribution Date, a Mortgage
Loan
with a Stated Principal Balance greater
than zero that was not the subject of a
Principal Prepayment in full, and that did
not become a Liquidated Loan, prior
to the end of the related Due Period.
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<PAGE>
Overcollateralization Amount: As of any date of determination, the
excess
of (1) the Stated Principal Balance of the
Mortgage Loans over (2) the
Certificate Principal Balance of the
Certificates (other than the Class P
Certificates and the Class C
Certificates).
Ownership
Interest: As to any Certificate, any ownership interest in such
Certificate including any interest in such
Certificate as the Holder thereof and
any other interest therein, whether direct
or indirect, legal or beneficial.
Pass-Through Rate: With respect to any Class of Certificates,
the
corresponding Pass-Through Rate for such
Class of Certificates.
Percentage
Interest: With respect to:
(i) any Class,
the percentage interest in the undivided beneficial
ownership interest evidenced by such Class which shall be
equal to the Certificate Principal Balance of such Class
divided by the aggregate Certificate Principal Balance of all
Classes; and
(ii) any Certificate,
the Percentage Interest evidenced thereby of
the related Class shall equal the percentage obtained by
dividing the Denomination of such Certificate by the aggregate
of the Denominations of all Certificates of such Class; except
that in the case of any Class P Certificates, the Percentage
Interest with respect to such Certificate shown on the face of
such Certificate.
Periodic
Rate Cap: As to each Adjustable Rate Mortgage Loan and the
related Mortgage Note, the provision
therein that limits permissible increases
and decreases in the Mortgage Rate on any
Adjustment Date.
Permitted
Activities: The primary activities of the trust created
pursuant
to this Agreement which shall be:
(i) holding
Mortgage Loans transferred from the Depositor and
other assets of the Trust Fund, including the Cap Contracts
and any credit enhancement and passive derivative financial
instruments that pertain to beneficial interests issued or
sold to parties other than the Depositor, its Affiliates, or
its agents;
(ii) issuing
Certificates and other interests in the assets of the
Trust Fund;
(iii) receiving collections on the Mortgage Loans and making
payments on such Certificates and interests in accordance with
the terms of this Agreement; and
(iv) engaging in other
activities that are necessary or incidental
to accomplish these limited purposes, which activities cannot
be contrary to the status of the Trust Fund as a qualified
special purpose entity under existing accounting literature.
Permitted
Investments: At any time, any one or more of the following
obligations and securities:
(i) obligations
of the United States or any agency thereof,
provided such obligations are backed by the full faith and
credit of the United States;
- 37 -
<PAGE>
(ii) general
obligations of or obligations guaranteed by any state
of the United States or the District of Columbia receiving the
highest long-term debt rating of each Rating Agency rating the
Certificates;
(iii) commercial or finance company paper, other than commercial
or
finance company paper issued by the Depositor, the Trustee or
any of its Affiliates, which is then receiving the highest
commercial or finance company paper rating of each such Rating
Agency;
(iv) certificates of
deposit, demand or time deposits, or bankers'
acceptances (other than banker's acceptances issued by the
Trustee or any of its Affiliates) issued by any depository
institution or trust company incorporated under the laws of
the United States or of any state thereof and subject to
supervision and examination by federal and/or state banking
authorities, provided that the commercial paper and/or long
term unsecured debt obligations of such depository institution
or trust company are then rated one of the two highest
long-term and the highest short-term ratings of each such
Rating Agency for such securities;
(v) demand or
time deposits or certificates of deposit issued by
any bank or trust company or savings institution to the extent
that such deposits are fully insured by the FDIC;
(vi) guaranteed
reinvestment agreements issued by any bank,
insurance company or other corporation rated in the two
highest long-term or the highest short-term ratings of each
Rating Agency containing, at the time of the issuance of such
agreements, such terms and conditions as will not result in
the downgrading or withdrawal of the rating then assigned to
the Certificates by any such Rating Agency as evidenced by a
letter from each Rating Agency;
(vii) repurchase obligations with respect to any security
described
in clauses (i) and (ii) above, in either case entered into
with a depository institution or trust company (acting as
principal) described in clause (v) above;
(viii) securities (other than stripped bonds, stripped coupons
or
instruments sold at a purchase price in excess of 115% of the
face amount thereof) bearing interest or sold at a discount
issued by any corporation, other than the Trustee or any of
its Affiliates, incorporated under the laws of the United
States or any state thereof which, at the time of such
investment, have one of the two highest long term ratings of
each Rating Agency;
(ix) interests in any
money market fund (including those managed or
advised by the Trustee or its affiliates) which at the date of
acquisition of the interests in such fund and throughout the
time such interests are held in such fund has the highest
applicable long term rating by each Rating Agency rating such
fund; and
(x) short term
investment funds sponsored by any trust company or
national banking association incorporated under the laws of
the United States or any state thereof, other than the Trustee
or any of its Affiliates, which on the date of acquisition has
been rated by each such Rating Agency in their respective
highest applicable rating category;
- 38 -
<PAGE>
provided, that no such instrument shall be
a Permitted Investment if such
instrument (i) evidences the right to
receive interest only payments with
respect to the obligations underlying such
instrument, (ii) is purchased at a
premium or above par or (iii) is purchased
at a deep discount; provided,
further, that no such instrument shall be a
Permitted Investment (A) if such
instrument evidences principal and interest
payments derived from obligations
underlying such instrument and the interest
payments with respect to such
instrument provide a yield to maturity of
greater than 120% of the yield to
maturity at par of such underlying
obligations, or (B) if it may be redeemed at
a price below the purchase price (the
foregoing clause (B) not to apply to
investments in units of money market funds
pursuant to clause (ix) above); and
provided, further, (I) that no amount
beneficially owned by any REMIC
(including, without limitation, any amounts
collected by the Servicer but not
yet deposited in the Collection Account)
may be invested in investments (other
than money market funds) treated as equity
interests for Federal income tax
purposes, unless the Servicer shall receive
an Opinion of Counsel, at the
expense of the party requesting that such
investment be made, to the effect that
such investment will not adversely affect
the status of the any REMIC provided
for herein as a REMIC under the Code or
result in imposition of a tax on the
Trust Fund or any REMIC provided for herein
and (II) each such investment must
be a "permitted investment" within the
meaning of Section 860G(a)(5) of the
Code. Permitted Investments that are
subject to prepayment or call may not be
purchased at a price in excess of par.
Permitted
Transferee: Any Person other than (i) the United States, any
State or political subdivision thereof, or
any agency or instrumentality of any
of the foregoing, (ii) a foreign
government, International Organization or any
agency or instrumentality of either of the
foregoing, (iii) an organization
(except certain farmers' cooperatives
described in Section 521 of the Code) that
is exempt from tax imposed by Chapter 1 of
the Code (including the tax imposed
by Section 511 of the Code on unrelated
business taxable income) on any excess
inclusions (as defined in Section
860E(c)(1) of the Code) with respect to a
Class R Certificate, (iv) rural electric
and telephone cooperatives described in
Section 1381(a)(2)(C) of the Code, and (v)
a Person that is not a citizen or
resident of the United States, a
corporation or partnership (or other entity
treated as a corporation or partnership for
United States federal income tax
purposes) created or organized in or under
the laws of the United States or any
State thereof or the District of Columbia
or an estate whose income from sources
without the United States is includable in
gross income for United States
federal income tax purposes regardless of
its connection with the conduct of a
trade or business within the United States,
or a trust if a court within the
United States is able to exercise primary
supervision over the administration of
the trust and one or more United States
persons have authority to control all
substantial decisions of the trust, unless,
in the case of this clause (v), such
Person has furnished the transferor and the
Trustee with a duly completed
Internal Revenue Service Form W-8ECI or
applicable successor form. The terms
"United States," "State" and "International
Organization" shall have the
meanings set forth in Section 7701 of the
Code. A corporation will not be
treated as an instrumentality of the United
States or of any State thereof for
these purposes if all of its activities are
subject to tax and, with the
exception of the Federal Home Loan Mortgage
Corporation, a majority of its board
of directors is not selected by such
government unit.
Person:
Any individual, corporation, partnership, limited liability
company, joint venture, association,
joint-stock company, trust, unincorporated
organization or government, or any agency
or political subdivision thereof.
Pool
Stated Principal Balance: As to any Distribution Date, the
aggregate
of the Stated Principal Balances, as of
such Distribution Date, of the Mortgage
Loans that were Outstanding Mortgage Loans
as of such date.
Prepayment
Assumption: A rate or rates of prepayment, as described in the
Prospectus Supplement in the definition of
"Modeling Assumptions," relating to
the Offered Certificates.
- 39 -
<PAGE>
Prepayment
Charges: Any prepayment premium or charge payable by a
Mortgagor in connection with any Principal
Prepayment on a Mortgage Loan
pursuant to the terms of the related
Mortgage Note or Mortgage, as applicable.
Prepayment
Interest Excess: With respect to any Servicer Remittance Date,
for each Mortgage Loan that was the subject
of a Principal Prepayment in full
during the portion of the related
Prepayment Period occurring between the first
day of the calendar month in which such
Servicer Remittance Date occurs and the
last day of the related Prepayment Period,
an amount equal to interest (to the
extent received) at the applicable Net
Mortgage Rate on the amount of such
Principal Prepayment for the number of days
commencing on the first day of the
calendar month in which such Servicer
Remittance Date occurs and ending on the
date on which such Principal Prepayment is
so applied.
Prepayment
Interest Shortfall: With respect to any Distribution Date, for
each Mortgage Loan that was the subject of
a Principal Prepayment in full (other
than a Principal Prepayment in full
resulting from the purchase of a Mortgage
Loan pursuant to Section 2.02, 2.03 or 9.01
hereof and other than a Principal
Prepayment in full on a Mortgage Loan
received during the period from and
including the first day to and including
the 14th day of the month of such
Distribution Date), the amount, if any, by
which (i) one month's interest at the
applicable Net Mortgage Rate on the Stated
Principal Balance of such Mortgage
Loan as of the preceding Distribution Date
exceeds (ii) the amount of interest
paid or collected in connection with such
Principal Prepayment.
Prepayment
Period: As to any Distribution Date, the period beginning with
the 15th day of the calendar month
preceding the month in which such
Distribution Date occurs (or in the case of
the first Distribution Date,
beginning with the Cut-off Date) and ending
on the 14th day of the month in
which such Distribution Date occurs.
Principal
Distribution Amount: With respect to each Distribution Date,
the
sum of (i) the Principal Funds for such
Distribution Date and (ii) any Extra
Principal Distribution Amount for such
Distribution Date.
Principal
Funds: With respect to the Mortgage Loans and any Distribution
Date, the sum, without duplication, of (1)
the scheduled principal due during
the related Due Period and received before
the related Servicer Remittance Date
or advanced on or before the related
Servicer Remittance Date, (2) prepayments
collected in the related Prepayment Period,
(3) the Stated Principal Balance of
each Mortgage Loan that was purchased by
the Depositor or the Servicer during
the related Prepayment Period or, in the
case of a purchase pursuant to Section
9.01, on the Business Day prior to such
Distribution Date, (4) the amount, if
any, by which the aggregate unpaid
principal balance of any Replacement Mortgage
Loan is less than the aggregate unpaid
principal of the related Deleted Mortgage
Loans delivered by the Seller in connection
with a substitution of a Mortgage
Loan pursuant to Section 2.03(c), (5) all
Liquidation Proceeds collected during
the related Prepayment Period (to the
extent such Liquidation Proceeds relate to
principal), (6) all Subsequent Recoveries
received during the related Due Period
and (7) all other collections and
recoveries in respect of principal during the
related Prepayment Period less (A) all
Non-Recoverable Advances relating to
principal with respect to the Mortgage
Loans and (B) other amounts reimbursable
to the Servicer and the Trustee pursuant to
this Agreement and allocable to
principal.
Principal
Prepayment: Any Mortgagor payment or other recovery of (or
proceeds with respect to) principal on a
Mortgage Loan (including Mortgage Loans
purchased or repurchased under Sections
2.02, 2.03, 3.12 and 9.01 hereof) that
is received or recovered in advance of its
scheduled Due Date and is not
accompanied by an amount as to interest
representing scheduled interest due on
any date or dates in any month or months
subsequent to the month of prepayment.
Partial Principal Prepayments shall be
applied by the Servicer in accordance
with the terms of the related Mortgage
Note.
- 40 -
<PAGE>
Prospectus
Supplement: The Prospectus Supplement dated May 26, 2005
relating to the public offering of the
Offered Certificates.
PUD: A
Planned Unit Development.
Purchase
Price: With respect to any Mortgage Loan required to be
repurchased by the Seller or the applicable
Transferor pursuant to Section 2.02
or 2.03 hereof or purchased by the Servicer
pursuant to Section 3.12(c) hereof,
an amount equal to the sum of (i) 100% of
the unpaid principal balance of the
Mortgage Loan as of the date of such
purchase together with any unreimbursed
Servicing Advances, (ii) accrued interest
thereon at the applicable Mortgage
Rate from (a) the date through which
interest was last paid by the Mortgagor to
(b) the Due Date in the month in which the
Purchase Price is to be distributed
to Certificateholders and (iii) any
unreimbursed costs, penalties and/or damages
incurred by the Trust Fund in connection
with any violation relating to such
Mortgage Loan of any predatory or abusive
lending law.
Rating
Agency: Either of S&P or Moody's. If any such organization or
its
successor is no longer in existence,
"Rating Agency" shall be a nationally
recognized statistical rating organization,
or other comparable Person,
designated by the Depositor, notice of
which designation shall be given to the
Trustee. References herein to a given
rating category of a Rating Agency shall
mean such rating category without giving
effect to any modifiers.
Realized
Loss: With respect to (1) a Liquidated Loan, the amount, if
any,
by which the Stated Principal Balance and
accrued interest thereon at the Net
Mortgage Rate exceeds the amount actually
recovered by the Servicer with respect
thereto (net of reimbursement of Advances
and Servicing Advances) at the time
such Mortgage Loan became a Liquidated Loan
or (2) with respect to a Mortgage
Loan which is not a Liquidated Loan, any
amount of principal that the Mortgagor
is no longer legally required to pay
(except for the extinguishment of debt that
results from the exercise of remedies due
to default by the Mortgagor).
Record
Date: With respect to any Distribution Date, the close of
business
on the last Business Day of the month
preceding the month in which the
applicable Distribution Date occurs (or, in
the case of the first Distribution
Date, the Closing Date).
Reference
Banks: Barclays Bank PLC, JPMorgan Chase Bank, N.A., Citibank,
N.A., Wells Fargo Bank, N.A. and NatWest,
N.A.; provided that if any of the
foregoing banks are not suitable to serve
as a Reference Bank, then any leading
banks selected by the Trustee with the
consent of the NIMs Insurer which are
engaged in transactions in Eurodollar
deposits in the international Eurocurrency
market (i) with an established place of
business in London, England and (ii)
whose quotations appear on the Reuters
Screen LIBO Page on the relevant Interest
Determination Date.
Regular
Certificate: Any one of the Class A, Class M and Class B
Certificates.
Regulation
S: Regulation S promulgated under the Securities Act or any
successor provision thereto, in each case
as the same may be amended from time
to time; and all references to any rule,
section or subsection of, or definition
or term contained in, Regulation S means
such rule, section, subsection,
definition or term, as the case may be, or
any successor thereto, in each case
as the same may be amended from time to
time.
Regulation
S Global Securities: The Book-Entry Regulation S Global
Securities and the Definitive Regulation S
Global Securities.
Relief
Act: The Servicemembers Civil Relief Act or any similar state
or
local law.
- 41 -
<PAGE>
Relief Act
Shortfall: With respect to any Distribution Date and any
Mortgage Loan, any reduction in the amount
of interest or principal collectible
on such Mortgage Loan for the most recently
ended calendar month as a result of
the application of the Relief Act.
REMIC: A
"real estate mortgage investment conduit" within the meaning of
section 860D of the Code. References herein
to "the REMICs" or "a REMIC" shall
mean any of (or, as the context requires,
all of) the Lower Tier REMIC and the
Upper Tier REMIC.
REMIC
Pass-Through Rate: The Class A-1 Available Funds Cap (in the case
of
a Class included in Certificate Group One),
the Class A-2 Available Funds Cap
(in the case of a Class included in
Certificate Group Two) or the Subordinated
Certificate Available Funds Cap (in the
case of the Subordinated Certificates).
REMIC
Provisions: Provisions of the federal income tax law relating
to
real estate mortgage investment conduits,
which appear at sections 860A through
860G of Subchapter M of Chapter 1 of the
Code, and related provisions, and
proposed, temporary and final regulations
and published rulings, notices and
announcements promulgated thereunder, as
the foregoing may be in effect from
time to time as well as provisions of
applicable state laws.
REMIC
Regular Interests: (i) any of the rights under any of the
Certificates (other than the Class P
Certificates, the Class R Certificate and
the Class C Certificates) other than the
rights in interest rate cap contracts
described in Section 2.07 and (ii) the
Uncertificated Class C Interest.
Remittance
Report: As defined in Section 4.04(j) hereof.
REO
Property: A Mortgaged Property acquired by the Servicer through
foreclosure or deed-in-lieu of foreclosure
in connection with a defaulted
Mortgage Loan.
Replacement Mortgage Loan: A Mortgage Loan substituted by the
Depositor
for a Deleted Mortgage Loan, which must, on
the date of such substitution, as
confirmed in a Request for Release,
substantially in the form of Exhibit I (1)
have a Stated Principal Balance, after
deduction of the principal portion of the
Scheduled Payment due in the month of
substitution, not in excess of, and not
less than 90% of the Stated Principal
Balance of the Deleted Mortgage Loan; (2)
with respect to any Fixed Rate Mortgage
Loan, have a Mortgage Rate not less than
or no more than 1% per annum higher than
the Mortgage Rate of the Deleted
Mortgage Loan and, with respect to any
Adjustable Rate Mortgage Loan: (A) have a
Maximum Mortgage Rate no more than 1% per
annum higher or lower than the Maximum
Mortgage Rate of the Deleted Mortgage Loan;
(B) have a Minimum Mortgage Rate no
more than 1% per annum higher or lower than
the Minimum Mortgage Rate of the
Deleted Mortgage Loan; (C) have the same
index and Periodic Rate Cap as that of
the Deleted Mortgage Loan and a Gross
Margin not more than 1% per annum higher
or lower than that of the Deleted Mortgage
Loan; (D) not permit conversion of
the related Mortgage Rate to a fixed
Mortgage Rate and (F) currently be accruing
interest at a rate not more than 1% per
annum higher or lower than that of the
Deleted Mortgage Loan; (3) have a similar
or higher FICO score or credit grade
than that of the Deleted Mortgage Loan; (4)
have a Loan-to-Value Ratio (or
Combined Loan-to-Value Ratio, in the case
of the Mortgage Loans in a second lien
position) no higher than that of the
Deleted Mortgage Loan; (5) have a remaining
term to maturity no greater than (and not
more than one year less than) that of
the Deleted Mortgage Loan; (6) provide for
a Prepayment Charge on terms
substantially similar to those of the
Prepayment Charge, if any, of the Deleted
Mortgage Loan; (7) have the same lien
priority as the Deleted Mortgage Loan; (8)
constitute the same occupancy type as the
Deleted Mortgage Loan; and (9) comply
with each representation and warranty set
forth in Section 2.03 hereof.
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<PAGE>
Request
for Release: The Request for Release of Documents submitted by
the
Servicer to the Trustee (or its custodian),
substantially in the form of Exhibit
I hereto.
Required
Insurance Policy: With respect to any Mortgage Loan, any
insurance policy that is required to be
maintained from time to time under this
Agreement.
Required
Percentage: As of any Distribution Date, the quotient of (1)
the
excess of (A) the Stated Principal Balances
of the Mortgage Loans as of such
Distribution Date, over (B) the Certificate
Principal Balance of the most senior
Class of Certificates outstanding, prior to
giving effect to distributions to be
made on such Distribution Date and (2) the
Stated Principal Balance of the
Mortgage Loans as of such Distribution
Date.
Reserve
Interest Rate: With respect to any Interest Determination Date,
the rate per annum that the Trustee
determines to be (1) the arithmetic mean
(rounded upwards if necessary to the
nearest whole multiple of 0.03125%) of the
one-month United States dollar lending
rates which New York City banks selected
by the Trustee are quoting on the relevant
Interest Determination Date to the
principal London offices of leading banks
in the London interbank market or (2)
in the event that the Trustee can determine
no such arithmetic mean, the lowest
one-month United States dollar lending rate
which New York City banks selected
by the Trustee are quoting on such Interest
Determination Date to leading
European banks.
Residual
Excess Interest Amount: With respect to any Distribution Date,
the excess of (x) 0.05% of the Monthly
Excess Interest Amount for such
Distribution Date and all prior
Distribution Dates over (y) all payments
previously made to the Class R Certificate
in respect of the Residual Excess
Interest Amount.
Residual
Interest: An interest in the Upper Tier REMIC that is entitled
to
all distributions of principal and interest
on the Class R Certificate other
than distributions in respect of the Class
LTR Interest and distributions to the
extent attributable to an interest rate in
excess of the Net Rate.
Responsible Officer: When used with respect to the Trustee or
the
Servicer, any officer of the Trustee or the
Servicer with direct responsibility
for the administration of this Agreement
and also means any other officer to
whom, with respect to a particular matter,
such matter is referred because of
such officer's knowledge of and familiarity
with the particular subject.
Reuters
Screen LIBO Page: The display designated as page "LIBO" on the
Reuters Monitor Money Rates Service (or
such other page as may replace such LIBO
page on that service for the purpose of
displaying London interbank offered
rates of major banks.
S&P:
Standard & Poor's, a division of The McGraw-Hill Companies,
Inc., or
any successor in interest.
Sale
Agreement: The Mortgage Loan Sale and Assignment Agreement dated
as
of May 1, 2005 between the Depositor and
the Seller.
Scheduled
Payment: The scheduled monthly payment on a Mortgage Loan due
on
any Due Date allocable to principal and/or
interest on such Mortgage Loan.
Section
302 Requirements: Any rules or regulations promulgated pursuant
to
the Sarbanes-Oxley Act of 2002 (as such may
be amended from time to time).
Securities
Act: The Securities Act of 1933, as amended.
- 43 -
<PAGE>
Seller:
Merrill Lynch Mortgage Capital, Inc., a Delaware corporation,
or
its successors in interest.
Servicer:
Wilshire Credit Corporation, a Nevada corporation, or its
successor in interest.
Servicer
Advance Date: As to any Distribution Date, the related Servicer
Remittance Date.
Servicer's
Assignee: As defined in Section 10.14(a).
Servicer
Remittance Date: With respect to any Distribution Date, the
later
of (x) the date that is two Business Days
after the 15th day of the month in
which the related Distribution Date occurs
and (y) the 18th day (or if such day
is not a Business Day, the next preceding
Business Day) of the month in which
such Distribution Date occurs.
Servicing
Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in the
performance by the Servicer of its
servicing obligations hereunder, including,
but not limited to, the cost of (1)
the preservation, inspection, restoration
and protection of a Mortgaged
Property, including without limitation
advances in respect of real estate taxes
and assessments, (2) any collection,
enforcement or judicial proceedings,
including without limitation foreclosures,
collections and liquidations, (3) the
conservation, management, sale and
liquidation of any REO Property (4) executing
and recording instruments of satisfaction,
deeds of reconveyance or assignments
of mortgage to the extent not otherwise
recovered from the related Mortgages or
payable under this Agreement, (5)
correcting errors of prior servicers; tax
tracking; title research; flood
certification and lender paid mortgage
insurance, (6) obtaining or correcting any
legal documentation required to be
included in the Mortgage Files and
reasonably necessary for the Servicer to
perform its obligations under this
Agreement and (7) compliance with the
obligations under Sections 3.01 and
3.10.
Servicing
Fee: As to each Mortgage Loan and any Distribution Date, an
amount equal to the product of (x) the
Servicing Fee Rate and (y) the Stated
Principal Balance of such Mortgage Loan as
of the preceding Distribution Date
or, in the event of any payment of interest
that accompanies a Principal
Prepayment in full made by the Mortgagor,
interest at the Servicing Fee Rate on
the Stated Principal Balance of such
Mortgage Loan as of the preceding
Distribution Date for the period covered by
such payment of interest.
Servicing
Fee Rate: 0.50% per annum.
Servicing
Officer: Any officer of the Servicer involved in, or
responsible
for, the administration and servicing of
the Mortgage Loans whose name and
facsimile signature appear on a list of
servicing officers furnished to the
Trustee by the Servicer on the Closing Date
pursuant to this Agreement, as such
lists may from time to time be amended.
Servicing
Transfer Costs: In the event that the Servicer does not
reimburse the Trustee under this Agreement,
all costs associated with the
transfer of servicing from the predecessor
Servicer, including, without
limitation, any costs or expenses
associated with the termination of the
predecessor Servicer, the appointment of a
successor servicer, the complete
transfer of all servicing data and the
completion, correction or manipulation of
such servicing data as may be required by
the Trustee or any successor servicer
to correct any errors or insufficiencies in
the servicing data or otherwise to
enable the Trustee or successor servicer to
service the Mortgage Loans properly
and effectively.
SFAS 140:
Statement of Financial Accounting Standard No. 140, Accounting
for Transfers and Servicing of Financial
Assets and Extinguishments of
Liabilities dated September 2000, published
by the Financial Accounting
Standards Board of the Financial Accounting
Foundation.
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<PAGE>
Startup
Day: As defined in Section 2.07 hereof.
Stated
Principal Balance: With respect to any Mortgage Loan or related
REO
Property (1) as of the Cut-off Date, the
Cut-off Date Principal Balance thereof,
and (2) as of any Distribution Date, such
Cut-off Date Principal Balance, minus
the sum of (A) the principal portion of the
Scheduled Payments (x) due with
respect to such Mortgage Loan during each
Due Period ending prior to such
Distribution Date and (y) that were
received by the Servicer as of the close of
business on the Determination Date related
to such Distribution Date or with
respect to which Advances were made on the
Servicer Advance Date prior to such
Distribution Date and (B) all Principal
Prepayments with respect to such
Mortgage Loan received on or prior to the
last day of the related Prepayment
Period, and all Liquidation Proceeds to the
extent applied by the Servicer as
recoveries of principal in accordance with
Section 3.12 with respect to such
Mortgage Loan, that were received by the
Servicer as of the close of business on
the last day of the related Due Period.
Notwithstanding the foregoing, the
Stated Principal Balance of a Liquidated
Loan shall be deemed to be zero.
Stepdown
Date: The later to occur of (1) the Distribution Date in June
2008 or (2) the first Distribution Date on
which (A) the Class A Certificate
Principal Balance (reduced by the Principal
Funds with respect to such
Distribution Date) is less than or equal to
(B) 58.60% of the Stated Principal
Balances of the Mortgage Loans as of such
Distribution Date.
Stepdown
Required Loss Percentage: For any Distribution Date, the
applicable percentage for such Distribution
Date set forth in the following
table:
<TABLE>
<CAPTION>
DISTRIBUTION DATE OCCURRING IN
STEPDOWN REQUIRED LOSS PERCENTAGE
------------------------------
---------------------------------
<S>
<C>
June 2008 - May 2009
3.00% with respect to June 2008, plus
an additional 1/12th
of 1.75% for
each month thereafter
June 2009 - May 2010
4.75% with respect to June 2009, plus
an additional 1/12th
of 1.50% for
each month thereafter
June 2010 - May 2011
6.25% with respect to June 2010, plus
an additional 1/12th
of 0.75% for
each month thereafter
June 2011 and thereafter
7.00%
</TABLE>
Stepdown
Trigger Event: With respect to the Certificates on or after the
Stepdown Date, a Distribution Date on which
(1) the quotient of (A) the
aggregate Stated Principal Balance of all
Mortgage Loans which are 60 or more
days Delinquent measured on a rolling three
month basis (including, for the
purposes of this calculation, Mortgage
Loans in foreclosure and REO Properties)
and (B) the Stated Principal Balance of the
Mortgage Loans as of the last day of
the preceding calendar month, equals or
exceeds the product of (i) 36.25% and
(ii) the Required Percentage or (2) the
quotient (expressed as a percentage) of
(A) the aggregate Realized Losses incurred
from the Cut-off Date through the
last day of the calendar month preceding
such Distribution Date and (B) the
aggregate principal balance of the Mortgage
Loans as of the Cut-off Date exceeds
the Required Loss Percentage.
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<PAGE>
Subordinated Certificates: The Class M and Class B
Certificates.
Subordinated Certificate Available Funds Cap: With respect to a
Distribution Date, the per annum rate equal
to the weighted average (weighted in
proportion to the results of subtracting
the current Certificate Principal
Balance of the related Class A Certificates
from the aggregate Stated Principal
Balance of the Mortgage Loans in each
Mortgage Group as of the immediately
preceding Distribution Date (or, in the
case of the first Distribution Date, as
of the Cut-off Date)) of the Class A-1
Available Funds Cap and the Class A-2
Available Funds Cap.
Subordinated Certificate Cap Contract: A confirmation and
agreement
between the Trustee on behalf of the Trust
Fund and the Cap Contract
Counterparty for the benefit of the
Subordinated Certificates.
Subordinated Certificate Cap Contract Notional Balance: The
Notional
Balance of the Subordinated Certificate Cap
Contract Act set forth in the table
in Exhibit O-3.
Subordinated Certificate Cap
Contract Termination Date: The Distribution
Date following the Distribution Date in
February 2008.
Subordinated Certificate Maximum Rate Cap: With respect to a
Distribution
Date, the per annum rate equal to the
weighted average (weighted in proportion
to the results of subtracting from the
aggregate Stated Principal Balance of the
Mortgage Loans in each Mortgage Group as of
the immediately preceding
Distribution Date (or, in the case of the
first Distribution Date, as of the
Cut-off Date) the current Certificate
Principal Balance of the related Class A
Certificates) of the Class A-1 Maximum Rate
Cap and the Class A-2 Maximum Rate
Cap.
Subsequent
Recovery: Any amount received on a Mortgage Loan (net of
amounts reimbursed to the Servicer related
to Liquidated Mortgage Loans)
subsequent to such Mortgage Loan being
determined to be a Liquidated Mortgage
Loan.
Subservicing Agreement: As defined in Section 3.02(a).
Substitution Adjustment Amount: The meaning ascribed to such term
pursuant
to Section 2.03(c).
Tax
Matters Person: The Person designated as "tax matters person" in
the
manner provided under Treasury regulation
Section 1.860F-4(d) and Treasury
regulation Section 301.6231(a)(7)-1.
Transfer:
Any direct or indirect transfer or sale of any Ownership
Interest in a Certificate.
Transfer
Agreement: The Master Mortgage Loan Purchase and Interim
Servicing Agreement dated as of January 1,
2004, as amended, between Merrill
Lynch Mortgage Capital Inc., as purchaser
and WMC Mortgage Corp., as seller and
interim servicer, as supplemented by the
Bring Down Letter.
Transferor: WMC.
Trust
Fund: The corpus of the trust (the "Merrill Lynch Mortgage
Investors
Trust, Series 2005-WMC2") created hereunder
consisting of (i) the Mortgage Loans
and all interest and principal received on
or with respect thereto on and after
the Cut-off Date to the extent not applied
in computing the Cut-off Date
Principal Balance thereof, exclusive of
interest not required to be deposited in
the Collection Account; (ii) the Collection
Account and the Certificate Account
and all amounts deposited therein pursuant
to the applicable provisions of this
Agreement; (iii) property that secured a
Mortgage Loan and
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has been acquired by foreclosure, deed in
lieu of foreclosure or otherwise; (iv)
the mortgagee's rights under the Insurance
Policies with respect to the Mortgage
Loans; (v) all proceeds of the conversion,
voluntary or involuntary, of any of
the foregoing into cash or other liquid
property; and (vi) the Cap Contracts and
Cap Contract Account.
Trustee:
Wells Fargo Bank, N.A., a national banking association, not in
its individual capacity, but solely in its
capacity as trustee for the benefit
of the Certificateholders under this
Agreement, and any successor thereto, and
any corporation or national banking
association resulting from or surviving any
consolidation or merger to which it or its
successors may be a party and any
successor trustee as may from time to time
be serving as successor trustee
hereunder.
Uncertificated Class C Interest: An uncertificated interest having
(i) the
same rights to payments as the Class C
Certificates, other than the rights to
payments of amounts with respect to the Cap
Contracts, and (ii) the rights to
the payments treated as distributed to the
Class C Certificates under Section
2.07(d), provided, however, that such
interest shall have no obligation to make
any payments treated as paid by the Class C
Certificates pursuant to interest
rate cap agreements under Section
2.07(d).
United
States Person: (i) A citizen or resident of the United States,
(ii)
a corporation, partnership or other entity
treated as a corporation or
partnership for federal income tax purposes
organized in or under the laws of
the United States or any state thereof or
the District of Columbia (unless, in
the case of a partnership, Treasury
regulations provide otherwise), (iii) an
estate the income of which is includible in
gross income for United States tax
purposes regardless of its source or (iv) 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.
Notwithstanding the preceding sentence, to
the extent provided in Treasury
regulations, certain trusts in existence on
August 20, 1996, and treated as United
States persons prior to such date, that
elect to continue to be treated as United
States persons will also be United
States Persons.
Unpaid
Realized Loss Amount: The Class M-1 Unpaid Realized Loss
Amount,
Class M-2 Unpaid Realized Loss Amount,
Class M-3 Unpaid Realized Loss Amount,
Class M-4 Unpaid Realized Loss Amount,
Class M-5 Unpaid Realized Loss Amount,
Class M-6 Unpaid Realized Loss Amount,
Class B-1 Unpaid Realized Loss Amount,
Class B-2 Unpaid Realized Loss Amount,
Class B-3 Unpaid Realized Loss Amount,
Class B-4 Unpaid Realized Loss Amount and
Class C Unpaid Realized Loss Amount,
collectively.
Upper Tier
REMIC: As described in the Preliminary Statement and Section
2.07.
USAP
Report: A report in compliance with the Uniform Single
Attestation
Program for Mortgage Bankers delivered in
accordance with Section 3.18.
Voting
Rights: The portion of the voting rights of all the
Certificates
that is allocated to any of the
Certificates for purposes of the voting
provisions hereunder. Voting Rights
allocated to each Class of Certificates
shall be allocated as follows: (1) 98% to
the Class A, Class M and Class B
Certificates, with the allocation among
such Certificates to be in proportion to
the Class Certificate Principal Balance of
each Class relative to the Class
Certificate Principal Balance of all other
Classes and (2) each Class of the
Class C and Class P will be allocated 1% of
the Voting Rights Certificates.
Voting Rights will be allocated among the
Certificates of each such Class in
accordance with their respective Percentage
Interests.
WMC: WMC
Mortgage Corp., a California corporation, or its successor in
interest.
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ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
Section 2.01. Conveyance of Mortgage Loans.
The Depositor, concurrently with the execution and delivery
hereof,
does hereby sell, transfer, assign, set
over and convey to the Trustee without
recourse all the right, title and interest
of the Depositor in and to the assets
of the Trust Fund. Such assignment includes
all interest and principal received
on or with respect to the Mortgage Loans on
or after the Cut-off Date (other
than Scheduled Payments due on the Mortgage
Loans on or before the Cut-off
Date).
The parties hereto agree and understand that it is not intended
that
any Mortgage Loan be included in the Trust
that is, without limitation, a
"High-Cost Home Loan" as defined by the
Home Ownership and Equity Protection Act
of 1994 or any other applicable
anti-predatory lending laws, including but not
limited to (i) a "High-Cost Home Loan" as
defined in the New Jersey Home
Ownership Act effective November 27, 2003;
(ii) a "High-Cost Home Loan" as
defined in the New Mexico Home Loan
Protection Act effective January 1, 2004;
(iii) a "High-Cost Home Loan" as defined in
the Massachusetts Predatory Home
Loan Practices Act effective November 7,
2004 or (iv) a "High-Cost Home Loan" as
defined by the Indiana High Cost Home Loan
Law effective January 1, 2005.
In connection with such assignment, the Depositor does hereby
deliver to, and deposit with, the Trustee,
the following documents or
instruments with respect to each Mortgage
Loan:
(A) The Original Mortgage Note endorsed in blank or, "Pay to
the
order of
Wells Fargo Bank, N.A., as trustee, without recourse" together
with all
riders thereto. The Mortgage Note shall include all intervening
endorsements showing a complete chain of the title from the
originator to
[___________].
(B) Except as provided below and for each Mortgage Loan that is
not
a MERS
Loan, the original recorded Mortgage together with all riders
thereto,
with evidence of recording thereon, or, if the original
Mortgage
has not
yet been returned from the recording office, a copy of the
original
Mortgage together with all riders thereto certified to be true
copy of
the original of the Mortgage that has been delivered for
recording
in the
appropriate recording office of the jurisdiction in which the
Mortgaged
Property is located and in the case of each MERS Loan, the
original
Mortgage together with all riders thereto, noting the presence
of
the MIN of
the Loan and either language indicating that the Mortgage Loan
is a MOM
Loan or if the Mortgage Loan was not a MOM Loan at origination,
the
original Mortgage and the assignment thereof to MERS, with evidence
of
recording
indicated thereon, or a copy of the Mortgage certified by the
public
recording office in which such Mortgage has been recorded.
(C) In the case of each Mortgage Loan that is not a MERS Loan,
the
original
Assignment of each Mortgage, endorsed either in blank or, to
"Wells
Fargo Bank, N.A., as trustee"
(D) The original policy of title insurance (or a preliminary
title
report,
commitment or binder if the original title insurance policy has
not been
received from the title insurance company).
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(E) Originals of any intervening assignments of the Mortgage,
with
evidence
of recording thereon or, if the original intervening assignment
has not
yet been returned from the recording office, a copy of such
assignment
certified to be a true copy of the original of the assignment
which has
been sent for recording in the appropriate jurisdiction in
which
the
Mortgaged Property is located.
(F) Originals of all assumption and modification agreements, if
any.
(G) If in connection with any Mortgage Loan, the Depositor
cannot
deliver
the Mortgage, Assignments of Mortgage or assumption,
consolidation
or
modification, as the case may be, with evidence of recording
thereon,
if
applicable, concurrently with the execution and delivery of
this
Agreement
solely because of a delay caused by the public recording office
where such
Mortgage, Assignments of Mortgage or assumption, consolidation
or
modification, as the case may be, has been delivered for
recordation,
the
Depositor shall deliver or cause to be delivered to the Trustee
written
notice stating that such Mortgage or assumption, consolidation
or
modification, as the case may be, has been delivered to the
appropriate
public
recording office for recordation. Thereafter, the Depositor
shall
deliver or
cause to be delivered to the Trustee such Mortgage, Assignments
of
Mortgage or assumption, consolidation or modification, as the case
may
be, with
evidence of recording indicated thereon, if applicable, upon
receipt
thereof from the public recording office. To the extent any
required
endorsement is not contained on a Mortgage Note or an
Assignment
of
Mortgage, the Depositor shall make or cause such endorsement to
be
made.
(H) With respect to any Mortgage Loan, none of the Depositor,
the
Servicer
or the Trustee shall be obligated to cause to be recorded the
Assignment
of Mortgage referred to in this Section 2.01. In the event an
Assignment
of Mortgage is not recorded, the Servicer shall have no
liability
for its failure to receive and act on notices related to such
Assignment
of Mortgage.
The ownership of each Mortgage Note, the Mortgage and the
contents
of the related Mortgage File is vested in
the Trustee on behalf of the
Certificateholders. Neither the Depositor
nor the Servicer shall take any action
inconsistent with such ownership and shall
not claim any ownership interest
therein. The Depositor and the Servicer
shall respond to any third party
inquiries with respect to ownership of the
Mortgage Loans by stating that such
ownership is held by the Trustee on behalf
of the Certificateholders. Mortgage
documents relating to the Mortgage Loans
not delivered to the Trustee are and
shall be held in trust by the Servicer, for
the benefit of the Trustee as the
owner thereof, and the Servicer's
possession of the contents of each Mortgage
File so retained is for the sole purpose of
servicing the related Mortgage Loan,
and such retention and possession by the
Servicer is in a custodial capacity
only. The Depositor agrees to take no
action inconsistent with the Trustee's
ownership of the Mortgage Loans, to
promptly indicate to all inquiring parties
that the Mortgage Loans have been sold and
to claim no ownership interest in the
Mortgage Loans.
It is the intention of this Agreement that the conveyance of
the
Depositor's right, title and interest in
and to the Trust Fund pursuant to this
Agreement shall constitute a purchase and
sale and not a loan. If a conveyance
of Mortgage Loans from the Seller to the
Depositor is characterized as a pledge
and not a sale, then the Depositor shall be
deemed to have transferred to the
Trustee all of the Depositor's right, title
and interest in, to and under the
obligations of the Seller deemed to be
secured by said pledge; and it is the
intention of this Agreement that the
Depositor shall also be deemed to have
granted to the Trustee a first priority
security interest in all of the
Depositor's right, title, and interest in,
to and under the obligations of the
Seller to the Depositor deemed to be
secured by said pledge and that the Trustee
shall be deemed to be an independent
custodian for purposes of perfection of the
security interest granted to the Depositor.
If the conveyance of the Mortgage
Loans from the Depositor to the Trustee is
characterized as
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a pledge, it is the intention of this
Agreement that this Agreement shall
constitute a security agreement under
applicable law, and that the Depositor
shall be deemed to have granted to the
Trustee a first priority security
interest in all of the Depositor's right,
title and interest in, to and under
the Mortgage Loans, all payments of
principal of or interest on such Mortgage
Loans, all other rights relating to and
payments made in respect of the Trust
Fund, and all proceeds of any thereof. If
the trust created by this Agreement
terminates prior to the satisfaction of the
claims of any Person in any
Certificates, the security interest created
hereby shall continue in full force
and effect and the Trustee shall be deemed
to be the collateral agent for the
benefit of such Person.
In addition to the conveyance made in the first paragraph of
this
Section 2.01, the Depositor does hereby
convey, assign and set over to the
Trustee for the benefit of the
Certificateholders its rights and interests under
the Sale Agreement, including the
Depositor's right, title and interest in the
representations and warranties contained in
the Sale Agreement and the benefit
of the repurchase obligations and the
obligation of the Seller contained in the
Sale Agreement to take, at the request of
the Depositor or the Trustee, all
action on its part which is reasonably
necessary to ensure the enforceability of
a Mortgage Loan. The Trustee hereby accepts
such assignment, and shall be
entitled to exercise all rights of the
Depositor under the Sale Agreement as if,
for such purpose, it were the Depositor.
The foregoing sale, transfer,
assignment, set-over, deposit and
conveyance does not and is not intended to
result in creation or assumption by the
Trustee of any obligation of the
Depositor, the Seller, or any other Person
in connection with the Mortgage Loans
or any other agreement or instrument
relating thereto.
Section 2.02. Acceptance by the Trustee of the Mortgage Loans.
Except as set forth in the Exception Report delivered
contemporaneously herewith (the "Exception
Report"), the Trustee acknowledges
receipt of the Mortgage Note for each
Mortgage Loan and delivery of a Mortgage
File (but does not acknowledge receipt of
all documents required to be included
in such Mortgage File) with respect to each
Mortgage Loan and declares that it
holds and will hold such documents and any
other documents constituting a part
of the Mortgage Files delivered to it in
trust for the use and benefit of all
present and future Certificateholders. The
Depositor will cause the Seller to
repurchase any Mortgage Loan to which a
material exception was taken in the
Exception Report unless such exception is
cured to the satisfaction of the
Trustee within 45 Business Days of the
Closing Date.
The
Trustee acknowledges receipt of the Cap Contracts (forms of which
are
attached hereto), the Transfer Agreement,
the Bring Down Letter and the Sale
Agreement.
The Trustee agrees, for the benefit of Certificateholders and
the
NIMs Insurer, to review each Mortgage File
delivered to it within 60 days after
the Closing Date to ascertain and to
certify, within 70 days of the Closing
Date, to the NIMs Insurer, the Depositor
and the Servicer that all documents
required by Section 2.01 have been executed
and received, and that such
documents relate to the Mortgage Loans
identified in Exhibit B-1 that have been
conveyed to it. If the Trustee finds any
document or documents constituting a
part of a Mortgage File to be missing or
defective (that is, mutilated, damaged,
defaced or unexecuted) in any material
respect, the Trustee shall promptly (and
in any event within no more than five
Business Days) after such finding so
notify the NIMs Insurer, the Servicer, the
Seller and the Depositor. In
addition, the Trustee shall also notify the
NIMs Insurer, the Servicer, the
Seller and the Depositor if the original
Mortgage with evidence of recording
thereon with respect to a Mortgage Loan is
not received within 70 days of the
Closing Date; if it has not been received
because of a delay caused by the
public recording office where such Mortgage
has been delivered for recordation,
the Depositor shall deliver or cause to be
delivered to the Trustee written
notice stating that such Mortgage has been
delivered to the appropriate public
recording office for recordation and
thereafter the Depositor shall deliver or
cause to be delivered such Mortgage with
evidence of recording thereon
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<PAGE>
upon receipt thereof from the public
recording office. The Trustee shall request
that the Seller correct or cure such
omission, defect or other irregularity, or
substitute a Mortgage Loan pursuant to the
provisions of Section 2.03, within 90
days from the date the Seller was notified
of such omission or defect and, if
the Seller does not correct or cure such
omission or defect within such period,
that the Seller purchase such Mortgage Loan
from the Trust Fund within 90 days
from the date the Trustee notified the
Seller of such omission, defect or other
irregularity at the Purchase Price of such
Mortgage Loan. The Purchase Price for
any Mortgage Loan purchased pursuant to
this Section 2.02 shall be paid to the
Servicer and deposited by the Servicer in
the Certificate Account or Collection
Account, as appropriate, promptly upon
receipt, and, upon receipt by the Trustee
of written notification of such deposit
signed by a Servicing Officer, the
Trustee, upon receipt of a Request for
Release, shall promptly release to the
Seller the related Mortgage File and the
Trustee shall execute and deliver such
instruments of transfer or assignment,
without recourse, as shall be requested
by the Seller and necessary to vest in the
Seller or its designee, as the case
may be, any Mortgage Loan released pursuant
hereto, and the Trustee shall have
no further responsibility with regard to
such Mortgage Loan. It is understood
and agreed that the obligation of the
Seller to purchase, cure or substitute any
Mortgage Loan as to which a material defect
in or omission of a constituent
document exists shall constitute the sole
remedy respecting such defect or
omission available to the Trustee on behalf
of Certificateholders and the NIMs
Insurer. The preceding sentence shall not,
however, limit any remedies available
to the Certificateholders, the NIMs
Insurer, the Depositor or the Trustee
pursuant to the Sale Agreement, the
Transfer Agreement and the Bring-Down
Letter. The Trustee shall be under no duty
or obligation to inspect, review and
examine such documents, instruments,
certificates or other papers to determine
that they are genuine, enforceable,
recordable or appropriate to the represented
purpose, or that they have actually been
recorded, or that they are other than
what they purport to be on their face. The
Servicer and the Trustee shall keep
confidential the name of each Mortgagor
except as required by this Agreement and
the Servicer and the Trustee shall not
solicit any such Mortgagor for the
purpose of refinancing the related Mortgage
Loan; notwithstanding anything
herein to the contrary, the foregoing shall
not be construed to prohibit (i)
disclosure of any and all information that
is or becomes publicly known, or
information obtained by the Trustee from
sources other than the other parties
hereto, (ii) disclosure of any and all
information (A) if required to do so by
any applicable law, rule or regulation, (B)
to any government agency or
regulatory body having or claiming
authority to regulate or oversee any aspects
of the Trustee's business or that of its
affiliates, (C) pursuant to any
subpoena, civil investigation demand or
similar demand or request of any court,
regulatory authority, arbitrator or
arbitration to which Trustee or any
affiliate or an officer, director, employer
or shareholder thereof is a party or
(D) to any affiliate, independent or
internal auditor, agent, employee or
attorney of the Trustee having a need to
know the same, provided that the
Trustee advises such recipient of the
confidential nature of the information
being disclosed, or (iii) any other
disclosure authorized by the Depositor.
Within 70 days of the Closing Date, the Trustee (or its
custodian)
shall deliver to the NIMs Insurer, the
Depositor and the Servicer the Trustee's
Certification, substantially in the form of
Exhibit D attached hereto,
evidencing the completeness of the Mortgage
Files, with any exceptions noted
thereto.
Section 2.03. Representations, Warranties and Covenants of the
Depositor.
(a) The Depositor hereby represents and warrants to the
Servicer,
the NIMs Insurer and the Trustee as
follows, as of the date hereof:
(i) The Depositor is duly organized and is validly existing as
a
corporation in good standing under the laws of the State of
Delaware and
has full
power and authority (corporate and other) necessary to own or
hold its
properties and to conduct its business as now conducted by it
and
to enter
into and perform its obligations under this Agreement and the
Sale
Agreement.
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(ii) The Depositor has the full corporate power and authority
to
execute,
deliver and perform, and to enter into and consummate the
transactions contemplated by, this Agreement and the Sale Agreement
and
has duly
authorized, by all necessary corporate action on its part, the
execution,
delivery and performance of this Agreement and the Sale
Agreement;
and this Agreement and the Sale Agreement, assuming the due
authorization, execution and delivery hereof by the other parties
hereto,
constitutes a legal, valid and binding obligation of the
Depositor,
enforceable against the Depositor in accordance with its terms,
subject,
as to
enforceability, to (i) bankruptcy, insolvency, reorganization,
moratorium
and other similar laws affecting creditors' rights generally
and (ii)
general principles of equity, regardless of whether enforcement
is sought
in a proceeding in equity or at law.
(iii) The execution and delivery of this Agreement and the Sale
Agreement
by the Depositor, the consummation of the transactions
contemplated by this Agreement and the Sale Agreement, and the
fulfillment
of or
compliance with the terms hereof are in the ordinary course of
business
of the Depositor and will not (A) result in a material breach
of
any term
or provision of the charter or by-laws of the Depositor or (B)
materially
conflict with, result in a violation or acceleration of, or
result in
a material default under, the terms of any other material
agreement
or instrument to which the Depositor is a party or by which it
may be
bound or (C) constitute a material violation of any statute,
order
or
regulation applicable to the Depositor of any court, regulatory
body,
administrative agency or governmental body having jurisdiction over
the
Depositor;
and the Depositor is not in breach or violation of any material
indenture
or other material agreement or instrument, or in violation of
any
statute, order or regulation of any court, regulatory body,
administrative agency or governmental body having jurisdiction over
it
which
breach or violation may materially impair the Depositor's ability
to
perform or
meet any of its obligations under this Agreement.
(iv) No litigation is pending, or, to the best of the
Depositor's
knowledge,
threatened, against the Depositor that would materially and
adversely
affect the execution, delivery or enforceability of this
Agreement
and the Sale Agreement or the ability of the Depositor to
perform
its obligations under this Agreement and the Sale Agreement in
accordance
with the terms hereof.
(v) No consent, approval, authorization or order of any court
or
governmental agency or body is required for the execution, delivery
and
performance by the Depositor of, or compliance by the Depositor
with, this
Agreement
and the Sale Agreement or the consummation of the transactions
contemplated hereby, or if any such consent, approval,
authorization or
order is
required, the Depositor has obtained the same. The Depositor
hereby
represents and warrants to the Trustee with respect to each
Mortgage
Loan as of the Closing Date, and following the transfer of the
Mortgage
Loans to it by the Seller, the Depositor had good title to the
Mortgage
Loans and the Mortgage Notes were subject to no offsets,
claims,
liens,
mortgage, pledge, charge, security interest, defenses or
counterclaims.
(b) The representations and warranties of the Transferor with
respect to the Mortgage Loans contained in
the Transfer Agreement were made as
of the date of the Transfer Agreement and
brought forward to the Closing Date
pursuant to the Bring Down Letter. The
representations and warranties of the
Transferor with respect to the Mortgage
Loans contained in the Bring Down Letter
were made as of the Closing Date. The
representations and warranties of the
Seller with respect to the Mortgage Loans
contained in the Sale Agreement were
made as of the Closing Date. To the extent
that any fact, condition or event
with respect to a Mortgage Loan constitutes
a breach of both (i) a
representation or warranty of the
Transferor under the Transfer Agreement and
(ii) a representation or warranty of the
Seller under the Sale Agreement, the
only right or remedy of the
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Trustee, the NIMs Insurer or of any
Certificateholder shall be the Trustee's
right to enforce the obligations of the
Transferor under any applicable
representation or warranty made by it. The
Trustee acknowledges that the Seller
shall have no obligation or liability with
respect to any breach of a
representation or warranty made by it with
respect to the Mortgage Loans if the
fact, condition or event constituting such
breach also constitutes a breach of a
representation or warranty made by the
Transferor in the Transfer Agreement,
without regard to whether the Transferor
fulfills its contractual obligations in
respect of such representation or warranty.
The Trustee also acknowledges that
the Seller shall have no obligation or
liability with respect to any breach of a
representation or warranty made solely by
the Transferor with respect to the
Mortgage Loans, without regard to whether
the Transferor fulfills its
contractual obligations in respect of such
representation or warranty. The
Trustee further acknowledges that the
Depositor shall have no obligation or
liability with respect to any breach of any
representation or warranty with
respect to the Mortgage Loans (except as
set forth in Section 2.03(a)(v)) under
any circumstances.
In addition to the representations and warranties of the
Transferor
in the Transfer Agreement that were brought
forward to the Closing Date pursuant
to the Bring Down Letter, with respect to
each Mortgage Loan, the Transferor
made certain additional covenants regarding
such Mortgage Loan, as set forth in
the Transfer Agreement. With respect to any
breach of such additional covenants
that materially and adversely affects the
interests of the Certificateholders in
such Mortgage Loan, the Seller shall (1)
use reasonable efforts to enforce such
covenant against the Transferor and (2) if
the Seller successfully enforces any
obligation of the Transferor to repurchase
such Mortgage Loan, the Seller shall
repurchase such Mortgage Loan in accordance
with this Section 2.03. If the
Seller does not successfully enforce the
obligation, if any, of the Transferor
to repurchase a Mortgage Loan with respect
to any breach of any such additional
covenants, the Seller shall have no
obligation or right to repurchase or cure
such Mortgage Loan.
(c) Upon discovery by any of the Depositor, the Servicer, the
NIMs
Insurer or the Trustee of a breach of any
of such representations and warranties
that adversely and materially affects the
value of the related Mortgage Loan,
Prepayment Charges or the interests of the
Certificateholders, the party
discovering such breach shall give prompt
written notice to the other parties.
Within 90 days of the discovery of such
breach of any representation or
warranty, the Transferor or the Seller, as
applicable, shall either (a) cure
such breach in all material respects, (b)
repurchase such Mortgage Loan or any
property acquired in respect thereof from
the Trustee at the Purchase Price or
(c) within the two year period following
the Closing Date, substitute a
Replacement Mortgage Loan for the affected
Mortgage Loan. In the event of
discovery of a breach of any representation
and warranty of the Transferor or
the Seller, the Trustee's rights shall be
enforced under the Transfer Agreement
or the Sale Agreement for the benefit of
Certificateholders and the NIMs
Insurer. If a breach of the representations
and warranties set forth in the
Transfer Agreement exists solely due to the
unenforceability of a Prepayment
Charge, the Trustee or the other party
having notice thereof shall notify the
NIMs Insurer thereof and not seek to
enforce the repurchase remedy provided for
herein unless directed in writing to do so
by the NIMs Insurer. In the event of
a breach of the representations and
warranties with respect to the Mortgage
Loans set forth in the Transfer Agreement,
the Trustee shall, at the request of
the NIMs Insurer, enforce the right of the
Trust Fund and the NIMs Insurer to be
indemnified for such breach of
representation and warranty. In the event that
such breach relates solely to the
unenforceability of a Prepayment Charge,
amounts received in respect of such
indemnity up to the amount of such
Prepayment Charge shall be distributed
pursuant to Section 4.04(b)(i). As
provided in the Sale Agreement, if the
Seller substitutes for a Mortgage Loan
for which there is a breach of any
representations and warranties in the Sale
Agreement which adversely and materially
affects the value of such Mortgage Loan
and such substitute mortgage loan is not a
Replacement Mortgage Loan, under the
terms of the Sale Agreement, the Seller
will, in exchange for such substitute
Mortgage Loan, (i) provide the applicable
Purchase Price for the affected
Mortgage Loan or (ii) within two years of
the Closing Date, substitute such
affected Mortgage Loan with
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a Replacement Mortgage Loan. Any such
substitution shall not be effected prior
to the additional delivery to the Trustee
of a Request for Release substantially
in the form of Exhibit I and shall not be
effected unless it is within two years
of the Startup Day. The Seller indemnifies
and holds the Trust Fund, the
Trustee, the Depositor, the NIMs Insurer,
the Servicer and each
Certificateholder harmless against any and
all taxes, claims, losses, penalties,
fines, forfeitures, reasonable legal fees
and related costs, judgments, and any
other costs, fees and expenses that the
Trust Fund, the Trustee, the Depositor,
the NIMs Insurer, the Servicer and any
Certificateholder may sustain in
connection with any actions of the Seller
relating to a repurchase of a Mortgage
Loan other than in compliance with the
terms of this Section 2.03 and the Sale
Agreement, to the extent that any such
action causes (i) any federal or state
tax to be imposed on the Trust Fund or any
REMIC provided for herein, including
without limitation, any federal tax imposed
on "prohibited transactions" under
Section 860F(a)(1) of the Code or on
"contributions after the startup day" under
Section 860(d)(1) of the Code, or (ii) any
REMIC created hereunder to fail to
qualify as a REMIC at any time that any
Certificate is outstanding. In
furtherance of the foregoing, if the Seller
is not a member of MERS and
repurchases a Mortgage Loan which is
registered on the MERS System, the Seller,
at its own expense and without any right of
reimbursement, shall cause MERS to
execute and deliver an assignment of the
Mortgage in recordable form to transfer
the Mortgage from MERS to the Seller and
shall cause such Mortgage to be removed
from registration on the MERS System in
accordance with MERS' rules and
regulations.
With respect to any Mortgage Loan repurchased by the Depositor
pursuant to this Agreement, by the Seller
pursuant to the Sale Agreement or by
the Transferor pursuant to the Transfer
Agreement, the principal portion of the
funds received by the Servicer in respect
of such repurchase of a Mortgage Loan
will be considered a Principal Prepayment
and shall be deposited in the
Certificate Account pursuant to Section
3.05 and the Servicer shall notify the
Trustee of its receipt of the same. The
Trustee, upon the Servicer's receipt of
the full amount of the Purchase Price for a
Deleted Mortgage Loan, or upon
receipt of the Mortgage File for a
Replacement Mortgage Loan substituted for a
Deleted Mortgage Loan, shall release or
cause to be released and reassign to the
Depositor, the Seller or the Transferor, as
applicable, the related Mortgage
File for the Deleted Mortgage Loan and
shall execute and deliver such
instruments of transfer or assignment, in
each case without recourse,
representation or warranty, as shall be
necessary to vest in such party or its
designee or assignee title to any Deleted
Mortgage Loan released pursuant
hereto, free and clear of all security
interests, liens and other encumbrances
created by this Agreement, which
instruments shall be prepared by the Trustee
(or its custodian), and the Trustee shall
have no further responsibility with
respect to the Mortgage File relating to
such Deleted Mortgage Loan.
With respect to each Replacement Mortgage Loan to be delivered
to
the Trustee (or its custodian) pursuant to
the terms of this Article II in
exchange for a Deleted Mortgage Loan: (i)
the Seller must deliver to the Trustee
(or its custodian) the Mortgage File for
the Replacement Mortgage Loan
containing the documents set forth in
Section 2.01 along with a written
certification certifying as to the Mortgage
Loan satisfying all requirements
under the definition of Replacement
Mortgage Loan and the delivery of such
Mortgage File and containing the granting
language set forth in Section 2.01;
and (ii) the Depositor will be deemed to
have made, with respect to such
Replacement Mortgage Loan, each of the
representations and warranties made by it
with respect to the related Deleted
Mortgage Loan. The Trustee (or its
custodian) shall review the Mortgage File
with respect to each Replacement
Mortgage Loan and certify to the NIMs
Insurer and the Depositor that all
documents required by Section 2.01 have
been executed and received.
For any month in which the Seller substitutes one or more
Replacement Mortgage Loans for one or more
Deleted Mortgage Loans, the Seller
will determine the amount (if any) by which
the
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aggregate principal balance of all such
Replacement Mortgage Loans as of the
date of substitution and the aggregate
Prepayment Charges with respect to such
Replacement Mortgage Loans is less than the
aggregate Stated Principal Balance
(after application of the principal portion
of the Scheduled Payment due in the
month of substitution) and aggregate
Prepayment Charges of all such Deleted
Mortgage Loans. An amount equal to the
aggregate of the deficiencies described
in the preceding sentence (such amount, the
"Substitution Adjustment Amount")
plus an amount equal to any unreimbursed
costs, penalties and/or damages
incurred by the Trust Fund in connection
with any violation relating to such
Deleted Mortgage Loan of any predatory or
abusive lending law shall be remitted
by the Seller to the Servicer for deposit
into the Certificate Account by the
Seller on the Determination Date for the
Distribution Date relating to the
Prepayment Period during which the related
Mortgage Loan became required to be
purchased or replaced hereunder.
Notwithstanding any other provision of this Agreement, the right
to
substitute Mortgage Loans pursuant to this
Article II shall be subject to the
additional limitations that no substitution
of a Replacement Mortgage Loan for a
Deleted Mortgage Loan shall be made unless
the Trustee and the NIMs Insurer
shall have received an Opinion of Counsel
(at the expense of the party seeking
to make the substitution) that, under
current law, such substitution will not
(A) affect adversely the status of any
REMIC established hereunder as a REMIC,
or of the related "regular interests" as
"regular interests" in any such REMIC,
or (B) cause any such REMIC to engage in a
"prohibited transaction" or
prohibited contribution pursuant to the
REMIC Provisions.
The Trustee shall amend the Mortgage Loan Schedule to reflect
the
removal of such Deleted Mortgage Loan from
the terms of this Agreement and the
substitution of the Replacement Mortgage
Loan or Replacement Mortgage Loans.
Upon such substitution by the Seller, such
Replacement Mortgage Loan or
Replacement Mortgage Loans shall constitute
part of the Mortgage Pool and shall
be subject in all respects to the terms of
this Agreement and the Sale
Agreement, including all applicable
representations and warranties thereof
included in the Sale Agreement as of the
date of substitution.
(d) It is understood and agreed that the representations,
warranties
and indemnification (i) set forth in this
Section 2.03, (ii) of the Seller and
the Depositor set forth in the Sale
Agreement and assigned to the Trustee by the
Depositor hereunder and (iii) of the
Transferor, assigned by the Seller to the
Depositor pursuant to the Sale Agreement
and assigned to the Trustee by the
Depositor hereunder shall each survive
delivery of the Mortgage Files and the
Assignment of Mortgage of each Mortgage
Loan to the Trustee and shall continue
throughout the term of this Agreement.
(e) The Depositor shall deliver a copy of the Mortgage Loan
Schedule
to the Servicer on the Closing Date.
Section 2.04. Representations and Warranties of the Servicer.
The Servicer hereby represents and warrants to the
Depositor and the Trustee as follows, as of
the date hereof:
(i) The Servicer is duly organized and is validly
existing as a corporation in good standing
under the laws of the State of Nevada
and is duly authorized and qualified to
transact any and all business
contemplated by this Agreement to be
conducted by the Servicer in any state in
which a Mortgaged Property is located or is
otherwise not required under
applicable law to effect such qualification
and, in any event, is in compliance
with the doing business laws of any such
state, to the extent necessary to
ensure its ability to enforce each Mortgage
Loan, to service the Mortgage Loans
in accordance with the terms of this
Agreement and to perform any of its other
obligations under this Agreement in
accordance with the terms hereof.
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(ii) The Servicer has the corporate power and authority
to service each Mortgage Loan, and to
execute, deliver and perform, and to enter
into and consummate the transactions
contemplated by this Agreement and has duly
authorized by all necessary corporate
action on the part of the Servicer the
execution, delivery and performance of this
Agreement; and this Agreement,
assuming the due authorization, execution
and delivery hereof by the other
parties hereto, constitutes a legal, valid
and binding obligation of the
Servicer, enforceable against the Servicer
in accordance with its terms, except
that (a) the enforceability hereof may be
limited by bankruptcy, insolvency,
moratorium, receivership and other similar
laws relating to creditors' rights
generally and (b) the remedy of specific
performance and injunctive and other
forms of equitable relief may be subject to
equitable defenses and to the
discretion of the court before which any
proceeding hereunder may be brought.
(iii) The execution and delivery of this Agreement by
the Servicer, the servicing of the Mortgage
Loans under this Agreement, the
consummation of any other of the
transactions contemplated by this Agreement,
and the fulfillment of or compliance with
the terms hereof are in the ordinary
course of business of the Servicer and will
not (A) result in a material breach
of any term or provision of the charter or
by-laws of the Servicer or (B)
materially conflict with, result in a
material breach, violation or acceleration
of, or result in a material default under,
the terms of any other material
agreement or instrument to which the
Servicer is a party or by which it may be
bound, or (C) constitute a m
