<PAGE>
EXHIBIT 4.1
MERRILL LYNCH MORTGAGE INVESTORS, INC.
Depositor
WELLS FARGO BANK, N.A.
Trustee
and
WILSHIRE CREDIT CORPORATION,
Servicer
-------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of May 1, 2005
-------------------------------
FIRST FRANKLIN MORTGAGE LOAN TRUST,
MORTGAGE LOAN ASSET-BACKED CERTIFICATES, SERIES 2005-FF6
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TABLE OF CONTENTS
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PAGE
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ARTICLE I
DEFINITIONS........................................................................................................1
ARTICLE II CONVEYANCE OF MORTGAGE
LOANS; REPRESENTATIONS AND
WARRANTIES......................................................46
SECTION 2.01.
Conveyance of Mortgage
Loans.......................................................................46
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.....................................................54
SECTION 2.05.
Substitutions and Repurchases of Mortgage Loans which are not
"Qualified Mortgages."...............56
SECTION 2.06.
Authentication and Delivery of
Certificates........................................................56
SECTION 2.07. REMIC
Elections....................................................................................56
SECTION 2.08.
[RESERVED].........................................................................................60
SECTION 2.09.
Covenants of the
Servicer..........................................................................60
SECTION 2.10.
[RESERVED].........................................................................................60
SECTION 2.11.
Permitted Activities of the
Trust..................................................................60
SECTION 2.12.
Qualifying Special Purpose
Entity..................................................................60
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.............................62
SECTION 3.03. Rights
of the Depositor and the Trustee in Respect of the
Servicer.................................63
SECTION 3.04. Trustee
to Act as
Servicer.........................................................................63
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................................67
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
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........................72
SECTION 3.13. Trustee
to Cooperate; Release of Mortgage
Files....................................................75
SECTION 3.14.
Documents, Records and Funds in Possession of Servicer to be Held
for the Trustee..................76
SECTION 3.15.
Servicing
Compensation.............................................................................76
SECTION 3.16. Access
to Certain
Documentation....................................................................77
SECTION 3.17. Annual
Statement as to
Compliance..................................................................77
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SECTION 3.18. Annual
Independent Public Accountants' Servicing Statement; Financial
Statements...................77
SECTION 3.19. Rights
of the NIMs
Insurer.........................................................................77
SECTION 3.20. Periodic
Filings...................................................................................78
SECTION 3.21. Annual
Certificate by
Trustee......................................................................78
SECTION 3.22. Annual
Certificate by
Servicer.....................................................................79
SECTION 3.23.
Prepayment Charge Reporting
Requirements...........................................................80
SECTION 3.24.
Statements to
Trustee..............................................................................80
SECTION 3.25.
Indemnification....................................................................................80
SECTION 3.26.
Nonsolicitation....................................................................................81
SECTION 3.27.
[RESERVED].........................................................................................81
SECTION 3.28. High
Cost Mortgage
Loans...........................................................................81
ARTICLE IV
DISTRIBUTIONS.....................................................................................................81
SECTION 4.01.
Advances...........................................................................................81
SECTION 4.02.
Reduction of Servicing Compensation in Connection with Prepayment
Interest Shortfalls..............82
SECTION 4.03.
Distributions on the REMIC
Interests...............................................................83
SECTION 4.04.
Distributions......................................................................................83
SECTION 4.05. Monthly
Statements to
Certificateholders...........................................................89
ARTICLE V THE
CERTIFICATES..................................................................................................92
SECTION 5.01. The
Certificates...................................................................................92
SECTION 5.02.
Certificate Register; Registration of Transfer and Exchange of
Certificates........................93
SECTION 5.03.
Mutilated, Destroyed, Lost or Stolen
Certificates..................................................96
SECTION 5.04. Persons
Deemed
Owners..............................................................................97
SECTION 5.05. Access
to List of Certificateholders' Names and
Addresses..........................................97
SECTION 5.06.
Book-Entry
Certificates............................................................................97
SECTION 5.07. Notices
to
Depository..............................................................................98
SECTION 5.08.
Definitive
Certificates............................................................................98
SECTION 5.09.
Maintenance of Office or
Agency....................................................................99
ARTICLE VI THE DEPOSITOR AND THE
SERVICER....................................................................................99
SECTION 6.01.
Respective Liabilities of the Depositor and the
Servicer...........................................99
SECTION 6.02. Merger
or Consolidation of the Depositor or the
Servicer...........................................99
SECTION 6.03.
Limitation on Liability of the Depositor, the Servicer and
Others..................................99
SECTION 6.04.
Limitation on Resignation of
Servicer.............................................................100
SECTION 6.05. Errors
and Omissions Insurance; Fidelity
Bonds....................................................100
ARTICLE VII DEFAULT; TERMINATION OF
SERVICER.................................................................................101
SECTION 7.01. Events
of
Default.................................................................................101
SECTION 7.02. Trustee
to Act; Appointment of
Successor..........................................................102
SECTION 7.03.
Notification to
Certificateholders................................................................103
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(continued)
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ARTICLE VIII CONCERNING THE
TRUSTEE...........................................................................................103
SECTION 8.01. Duties
of the
Trustee.............................................................................103
SECTION 8.02. Certain
Matters Affecting the
Trustee.............................................................104
SECTION 8.03. Trustee
Not Liable for Mortgage
Loans.............................................................106
SECTION 8.04. Trustee
May Own
Certificates......................................................................106
SECTION 8.05.
Trustee's Fees and
Expenses.......................................................................106
SECTION 8.06.
Indemnification of
Trustee........................................................................106
SECTION 8.07.
Eligibility Requirements for
Trustee..............................................................107
SECTION 8.08.
Resignation and
Removal of
Trustee................................................................107
SECTION 8.09.
Successor
Trustee.................................................................................108
SECTION
8.10. Merger or
Consolidation of
Trustee................................................................109
SECTION 8.11.
Appointment of Co-Trustee or Separate
Trustee.....................................................109
SECTION 8.12. Tax
Matters.......................................................................................110
ARTICLE IX
TERMINATION......................................................................................................112
SECTION 9.01.
Termination upon Liquidation or Repurchase of all Mortgage
Loans..................................112
SECTION 9.02. Final
Distribution on the
Certificates............................................................113
SECTION 9.03.
Additional Termination
Requirements...............................................................114
ARTICLE X MISCELLANEOUS
PROVISIONS.........................................................................................115
SECTION 10.01.
Amendment.........................................................................................115
SECTION 10.02.
Counterparts......................................................................................117
SECTION 10.03. Governing
Law.....................................................................................117
SECTION 10.04. Intention of
Parties..............................................................................117
SECTION 10.05.
Notices...........................................................................................118
SECTION 10.06. Severability of
Provisions........................................................................119
SECTION 10.07. Assignment; Advance
Facility......................................................................119
SECTION 10.08. Limitation on Rights of
Certificateholders........................................................120
SECTION 10.09. Inspection and Audit
Rights.......................................................................121
SECTION 10.10. Certificates Nonassessable and Fully
Paid.........................................................121
SECTION 10.11. Third Party
Rights................................................................................121
SECTION 10.12. Additional Rights of the NIMs
Insurer.............................................................121
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TABLE OF CONTENTS
(continued)
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EXHIBIT A
FORMS OF CERTIFICATES
EXHIBIT B-1
MORTGAGE LOAN SCHEDULE - MORTGAGE POOL
EXHIBIT B-2
MORTGAGE LOAN SCHEDULE - GROUP ONE MORTGAGE LOANS
EXHIBIT B-3
MORTGAGE LOAN SCHEDULE - GROUP TWO MORTGAGE LOANS
EXHIBIT C
[RESERVED]
EXHIBIT D
FORM
OF TRUSTEE CERTIFICATION
EXHIBIT E-1
FORM OF 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 INVESTMENT 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
[RESERVED]
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
EXHIBIT O-2
ONE MONTH LIBOR CAP TABLE - CLASS A-2 CAP
EXHIBIT O-3
ONE MONTH LIBOR CAP TABLE - SUBORDINATED CERTIFICATE CAP
CONTRACT
</Table>
iv
<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"), WELLS FARGO
BANK, N.A, a national banking
association, as trustee (the "Trustee") and
WILSHIRE CREDIT CORPORATION, a
Nevada corporation, as servicer (the
"Servicer").
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 in
a tiered structure, (ii) the right to
receive payments distributable to the
Class P Certificates pursuant to Section
4.04(b)(i) hereof, (iii) each Cap
Contract and the Cap Contract Account and
(iv) the grantor trusts described in
Section 2.07 hereof. The Lower Tier REMIC
will consist of all of the assets
constituting the Trust Fund (other than the
assets described in clauses (ii),
(iii) and (iv) above and the Lower Tier
REMIC Regular Interests) and will be
evidenced by the Lower Tier REMIC Regular
Interests (which will be
uncertificated and will represent the
"regular interests" in the Lower Tier
REMIC) and the Class LTR Interest as the
single "residual interest" in the Lower
Tier REMIC. The Trustee will hold the Lower
Tier REMIC Regular Interests. The
Upper Tier REMIC will consist of the Lower
Tier REMIC Regular Interests and will
be evidenced by the REMIC Regular Interests
(which will represent the "regular
interests" in the Upper Tier REMIC) and the
Residual Interest as the single
"residual interest" in the Upper Tier
REMIC. The Class R Certificate will
represent beneficial ownership of the Class
LTR Interest and the Residual
Interest. The "latest possible maturity
date" for federal income tax purposes of
all interests created hereby will be the
Latest Possible Maturity Date.
All covenants and agreements made by the 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 that service
for their own account mortgage loans
of the same type as the Mortgages Loans in
the jurisdictions in which the
related Mortgaged Properties (or Underlying
Mortgaged Properties in the case of
Co-op Loans) are located.
Accrual Period: With respect to each Class of Certificates and
the
Lower Tier REMIC Interests and any
Distribution Date, the period commencing on
the immediately preceding Distribution Date
(or, in the case of the first
Distribution Date, the Closing Date) and
ending on the day immediately preceding
such Distribution Date. All calculations of
interest on each Class of
Certificates and the Lower Tier REMIC
Interests will be made on the basis of the
actual number of days elapsed in the
related Accrual Period and a 360 day year.
Adjustable
Rate Mortgage Loan: A Mortgage Loan identified in the
Mortgage Loan Schedule as having a Mortgage
Rate which is adjustable.
<PAGE>
Adjustment Date: As to each Adjustable Rate Mortgage Loan, each
date
on which the related Mortgage Rate is
subject to adjustment, as provided in the
related Mortgage Note.
Advance: The aggregate of the advances required to be made by
the
Servicer with respect to any Distribution
Date pursuant to Section 4.01, the
amount of any such advances being equal to
the sum of the aggregate amount of
all payments of principal and interest (net
of the Servicing Fee) on the
Mortgage Loans that were due during the
applicable Due Period and not received
as of the close of business on the related
Determination Date, 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.
Advance Facility: A financing or other facility as described in
Section 10.07.
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 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 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 (or the related
residential dwelling unit in the Underlying
Mortgaged Property in the case of a
Co-op Loan), the "Appraised Value" of a
Mortgaged Property (or the related
residential dwelling unit in the Underlying
Mortgaged Property in the case of a
Co-op Loan) is the lesser of (1) the
appraised value based on an appraisal made
for the Seller by an independent fee
appraiser at the time of the origination of
the related Mortgage Loan, and (2) the
sales price of such Mortgaged Property
(or the related residential dwelling unit
in the Underlying Mortgaged Property
in the case of a Co-op Loan) at such time
of origination. With respect to a
Mortgage Loan the proceeds of which were
used to refinance an existing mortgage
loan, the "Appraised Value" is the
appraised value of the Mortgaged Property (or
the related residential dwelling unit in
the Underlying Mortgaged Property in
the case of a Co-op Loan) based upon the
appraisal obtained at the time of
refinancing.
-2-
<PAGE>
Assignment of Mortgage: An assignment of the Mortgage, notice
of
transfer (or UCC-3 assignment (or
equivalent instrument) with respect to each
Co-op Loan) or equivalent instrument, in
recordable form (except in the case of
a Co-op Loan) (except for the name of the
assignee if such Mortgage Loan is
endorsed in blank), sufficient under the
laws of the jurisdiction where the
related Mortgaged Property (or Underlying
Mortgaged Property, in the case of a
Co-op Loan) is located to reflect of record
the sale and assignment of the
Mortgage Loan to the Trustee, which
assignment, notice of transfer or equivalent
instrument may, if permitted by law, be in
the form of one or more blanket
assignments covering Mortgages secured by
Mortgaged Properties located in the
same county.
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.
Book-Entry Certificates: Any of the Certificates that shall be
registered in the name of the Depository or
its nominee, the ownership of which
is reflected on the books of the Depository
or on the books of a Person
maintaining an account with the Depository
(directly, as a "Depository
Participant," or indirectly, as an indirect
participant in accordance with the
rules of the Depository and as described in
Section 5.06). As of the Closing
Date, each of the Class A (other than the
Class R Certificate), Class M and
Class B Certificates constitutes a Class of
Book-Entry Certificates.
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 or in the City of New York, New
York are authorized or obligated by law or
executive order to be closed.
Cap Contract: Any of the Class A-1 Cap Contract, the Class A-2
Cap
Contract 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)(i) in the name of the
Trustee for the benefit of the Trust Fund
and designated "Wells Fargo Bank,
N.A., as Trustee, as trustee, in trust for
registered holders of First Franklin
Mortgage Loan Trust, Mortgage Loan
Asset-Backed Certificates, Series 2005-FF6."
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: Credit Suisse First Boston
International.
Cap Contract Notional Balance: Any of the Class A-1 Cap
Contract
Notional Balance, the Class A-2 Cap
Contract Notional Balance or the
Subordinated Certificate Cap Contract
Notional Balance.
Cap Contract Termination Date: Any of the Class A-1 Cap
Contract
Termination Date, the Class A-2 Cap
Contract Termination Date 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 Exhibits A.
Certificate Account: The separate Eligible Account created and
maintained by the Trustee pursuant to
Section 3.05(e) 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 First Franklin Mortgage
Loan Trust, Mortgage Loan Asset-Backed
Certificates, Series 2005-FF6." Funds in
the Certificate
-3-
<PAGE>
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 and Class
A-2C
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 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 NIMs Insurer and the Trustee
are entitled to rely conclusively on
a certification of the Depositor or any
Affiliate of the Depositor in
determining which Certificates are
registered in the name of an Affiliate of the
Depositor.
Class: All Certificates bearing the same Class designation as
set
forth in Section 5.01 hereof.
-4-
<PAGE>
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 A-2A Certificate Principal
Balance, the Class A-2B Certificate
Principal Balance, the Class A-2C
Certificate Principal Balance and the Class
R Certificate Principal Balance.
Class A Certificates: Any of the Class A-1 Certificates, the
Class
A-2 Certificates 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) 59.60% of the Stated
Principal Balances of the Mortgage Loans as
of the end of the immediately preceding Due
Period and (ii) 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;
provided, however, that in no event will
the Class A Principal Distribution
Amount with respect to any Distribution
Date exceed the aggregate Certificate
Principal Balance of the Class A
Certificates.
Class A-1 Available Funds Cap: With respect to a Distribution
Date,
the per annum rate equal to the product of
(i) 12, (ii) the quotient of (x) the
total scheduled interest on the Mortgage
Loans in Group One based on the Net
Mortgage Rates in effect on the related Due
Date divided by (y) the aggregate
Stated Principal Balance of the Mortgage
Loans in Group One as of the first day
of the related Accrual Period (or, in the
case of the first Distribution Date,
as of the Cut-off Date) and (iii) a
fraction, the numerator of which is 30, and
the denominator of which is the actual
number of days in the related Accrual
Period.
Class A-1 Cap Contract: The amended confirmation and agreement
and
any related confirmation thereto, between
the Trust Fund or Trustee and the Cap
Contract Counterparty (in the form of
Exhibit N-1 hereto).
Class A-1 Cap Contract Notional Balance: With respect to any
Distribution Date, the Class A-1 Cap
Contract Notional Balance set forth for
such Distribution Date in the Class A-1
One-Month LIBOR Cap Table attached
hereto as Exhibit O-1.
Class A-1 Cap Contract Termination Date: The Distribution Date
in
October 2008.
Class A-1 Certificates: Any of the Class A-1A and Class A-1B
Certificates.
Class A-1 Maximum Rate Cap: With respect to a Distribution Date,
the
per annum rate, adjusted to reflect the
length of the related Accrual Period,
equal to the weighted average of the
maximum lifetime Net Mortgage Rates on the
Adjustable Rate Mortgage Loans in Group One
and the Net Mortgage Rates on the
Fixed Rate Mortgage Loans in Group One. The
Class A-1 Maximum Rate Cap shall
relate to the Class A-1 and Class R
Certificates.
Class A-1 Trigger Event: The situation that exists if (a) with
respect to any Distribution Date, a
Stepdown Trigger Event exists or (b) on any
Distribution Date prior to the Distribution
Date in June 2008, the quotient
(expressed as a percentage) of (1) the
aggregate Realized Losses incurred from
the Cut-off Date through the last day of
the calendar month preceding such
Distribution Date and (2) the aggregate
principal balance of the Mortgage Loans
as of the Cut-off Date exceeds 2.75%.
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<PAGE>
Class A-1 Upper Collar: With respect to each Distribution Date
with
respect to which payments are received on
the Class A-1 Cap Contract, a rate
equal to the lesser of One-Month LIBOR and
9.740% per annum.
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 Class A-1A 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
Current Interest or Interest Carry
Forward Amounts 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 Initial Optional Termination Date,
0.250% per annum and, as of any
Distribution Date after the Optional
Termination Date, 0.500% per annum.
Class A-1A Pass-Through Rate: For the first Distribution Date,
3.340% 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 Class A-1B 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
Current Interest or Interest Carry
Forward Amounts 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 Initial Optional Termination Date for
the Certificates, 0.300% per annum
and, as of any Distribution Date after the
Optional Termination Date, 0.600% per
annum.
Class A-1B Pass-Through Rate: For the first Distribution Date,
3.390% 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, (ii) the quotient of (x) the
total scheduled interest on the Mortgage
Loans in Group Two based on the Net
Mortgage Rates in effect on the related Due
Date divided by (y) the aggregate
Stated Principal Balance of the Mortgage
Loans in Group Two as of the first day
of the related Accrual Period (or, in the
case of the first Distribution Date,
as of the Cut-off Date) and (iii) a
fraction, the numerator of which is 30, and
the denominator of which is the actual
number of days in the related Accrual
Period.
Class A-2 Cap Contract: The amended confirmation and agreement
and
any related confirmation thereto, between
the Trust Fund or Trustee and the Cap
Contract Counterparty (in the form of
Exhibit N-2 hereto).
Class A-2 Cap Contract Notional Balance: With respect to any
Distribution Date, the Class A-2 Cap
Contract Notional Balance set forth for
such Distribution Date in the Class A-2
One-Month LIBOR Cap Table attached
hereto as Exhibit O-2.
Class A-2 Cap Contract Termination Date: The Distribution Date
in
September 2008.
Class A-2 Certificates: Any of the Class A-2A, Class A-2B and
Class
A-2C Certificates.
Class A-2 Maximum Rate Cap: With respect to a Distribution Date,
the
per annum rate, adjusted to reflect the
length of the related Accrual Period,
equal to the weighted average of the
maximum lifetime Net Mortgage Rates on the
Adjustable Rate Mortgage Loans in Group Two
and the Net Mortgage Rates on the
Fixed Rate Mortgage Loans in Group Two. The
Class A-2 Maximum Rate Cap shall
relate to the Class A-2 Certificates.
Class A-2 Upper Collar: With respect to each Distribution Date
with
respect to which payments are received on
the Class A-2 Cap Contract, a rate
equal to the lesser of One-Month LIBOR and
9.310% per annum.
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 Class A-2A 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.
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<PAGE>
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
Current Interest or Interest Carry
Forward Amounts 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.
Class A-2A Margin: As of any Distribution Date up to and
including
the Initial Optional Termination Date for
the Certificates, 0.100% per annum
and, as of any Distribution Date after the
Initial Optional Termination Date,
0.200% per annum.
Class A-2A Pass-Through Rate: For the first Distribution Date,
3.190% 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 Class A-2B 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
Current Interest or Interest Carry
Forward Amounts 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 Initial Optional Termination Date for
the Certificates, 0.220% per annum
and, as of any Distribution Date after the
Initial Optional Termination Date,
0.440% per annum.
Class A-2B Pass-Through Rate: For the first Distribution Date,
3.310% 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 Class A-2C Current Interest
or a Class A-2C Interest Carry Forward
Amount that is recovered as a voidable
-8-
<PAGE>
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
Current Interest or Interest Carry
Forward Amounts on such prior Distribution
Dates 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 Initial Optional Termination Date for
the Certificates, 0.350% per annum
and, as of any Distribution Date after the
Initial Optional Termination Date,
0.700% per annum.
Class A-2C Pass-Through Rate: For the first Distribution Date,
3.440% 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 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 such Distribution Date
plus the portion of any previous
distributions on such Class in respect of Class
B-1 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
Current Interest or Interest Carry
Forward Amounts 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 Initial Optional Termination Date for
the Certificates, 1.180% per annum
and, as of any Distribution Date after the
Initial Optional Termination Date,
1.770% per annum.
Class B-1 Pass-Through Rate: For the first Distribution Date,
4.270%
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.
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<PAGE>
Class B-1 Principal Distribution Amount: With respect to any
Distribution Date on or after the Stepdown
Date, 100% of the Principal
Distribution Amount for such Distribution
Date if the Class A Certificate
Principal Balance and the Class M
Certificate Principal Balance have been
reduced to zero and a Stepdown Trigger
Event exists, or as long as a Stepdown
Trigger Event does not exist, the excess of
(1) the sum of (A) the Class A
Certificate Principal Balance (after taking
into account distributions of the
Class A Principal Distribution Amount on
such Distribution Date), (B) the Class
M-1 Certificate Principal Balance (after
taking into account distributions of
the Class M-1 Principal Distribution Amount
on such Distribution Date), (C) the
Class M-2 Certificate Principal Balance
(after taking into account distributions
of the Class M-2 Principal Distribution
Amount on such Distribution Date), (D)
the Class M-3 Certificate Principal Balance
(after taking into account
distributions of the Class M-3 Principal
Distribution Amount on such
Distribution Date), (E) the Class M-4
Certificate Principal Balance (after
taking into account distributions of the
Class M-4 Principal Distribution Amount
on such Distribution Date), (F) the Class
M-5 Certificate Principal Balance
(after taking into account distributions of
the Class M-5 Principal Distribution
Amount on such Distribution Date) and (G)
the Class B-1 Certificate Principal
Balance immediately prior to such
Distribution Date over (2) the lesser of (A)
89.40% 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
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
Certificates 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 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 Class
B-2 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
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<PAGE>
distributed to the Class B-2 Certificates
with respect to Current Interest or
Interest Carry Forward Amounts 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 Initial Optional Termination Date for
the Certificates, 1.270% per annum
and, as of any Distribution Date after the
Initial Optional Termination Date,
1.905% per annum.
Class B-2 Pass-Through Rate: For the first Distribution Date,
4.360%
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 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 B-1 Certificate Principal Balance
(after taking into account distributions
of the Class B-1 Principal Distribution
Amount on such Distribution Date) and
(H) the Class B-2 Certificate Principal
Balance immediately prior to such
Distribution Date over (2) the lesser of
(A) 91.60% 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 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.
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<PAGE>
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 Class
B-3 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
Current Interest or Interest Carry
Forward Amounts 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 Initial Optional Termination Date for
the Certificates, 1.700% per annum
and, as of any Distribution Date after the
Initial Optional Termination Date,
2.550% per annum.
Class B-3 Pass-Through Rate: For the first Distribution Date,
4.790%
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 Certificate
Principal Balance, the Class M Certificate
Principal Balance, the Class B-1
Certificate Principal Balance and the Class
B-2 Certificate Principal Balance
have been reduced to zero and a Stepdown
Trigger Event exists, or as long as a
Stepdown Trigger Event does not exist, the
excess of (1) the sum of (A) the
Class A Certificate Principal Balance
(after taking into account distributions
of the Class A Principal Distribution
Amount on such Distribution Date), (B) the
Class M-1 Certificate Principal Balance
(after taking into account distributions
of the Class M-1 Principal Distribution
Amount on such Distribution Date), (C)
the Class M-2 Certificate Principal Balance
(after taking into account
distributions of the Class M-2 Principal
Distribution Amount on such
Distribution Date), (D) the Class M-3
Certificate Principal Balance (after
taking into account distributions of the
Class M-3 Principal Distribution Amount
on such Distribution Date), (E) the Class
M-4 Certificate Principal Balance
(after taking into account distributions of
the Class M-4 Principal Distribution
Amount on such Distribution Date), (F) the
Class M-5 Certificate Principal
Balance (after taking into account
distributions of the Class M-5 Principal
Distribution Amount on such Distribution
Date), (G) the Class B-1 Certificate
Principal Balance (after taking into
account distributions of the Class B-1
Principal Distribution Amount on such
Distribution Date), (H) 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 (I) the
Class B-3 Certificate Principal Balance
immediately prior to such Distribution
Date over (2) the lesser of (A) 93.20% 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 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
-12-
<PAGE>
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 Class
B-4 Current 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
Current Interest and Interest Carry
Forward Amounts 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, 3.000% per annum, and, as of
any Distribution Date after the Optional
Termination Date, 4.500% per annum.
Class B-4 Pass-Through Rate: For the first Distribution Date,
6.090%
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 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
-13-
<PAGE>
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
B-1 Certificate Principal Balance
(after taking into account distributions of
the Class B-1 Principal Distribution
Amount on such Distribution Date), (H) the
Class B-2 Certificate Principal
Balance (after taking into account
distributions of the Class B-2 Principal
Distribution Amount on such Distribution
Date), (I) 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 (J) the Class B-4
Certificate Principal Balance immediately
prior to such Distribution Date over
(2) the lesser of (A) 95.20% 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 of the
Mortgage Loans as of the end of the
immediately preceding Due Period over the
Minimum Required Overcollateralization
Amount. Notwithstanding the foregoing, (I)
on any Distribution Date prior to the
Stepdown Date on which the Certificate
Principal Balance of each Class of Class
A, Class M, Class B-1, Class B-2 and Class
B-3 Certificates has been reduced to
zero, the Class B-4 Principal Distribution
Amount will equal the lesser of (x)
the outstanding Certificate Principal
Balance of the Class B-4 Certificates and
(y) 100% of the Principal Distribution
Amount remaining after any distributions
on such Class A, Class M, Class B-1, Class
B-2 and Class B-3 Certificates and
(II) in no event will the Class 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.
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<PAGE>
Class C Distributable Interest Rate: The excess, if any, of (a)
the
weighted average of the interest rates on
the Lower Tier REMIC Regular Interests
over (b) two times the weighted average of
the interest rates on the Lower Tier
REMIC I Marker Interests and the Class LTIX
Interest (treating for purposes of
this clause (b) the interest rate on each
of the Lower Tier REMIC I Marker
Interests as being subject to a cap and a
floor equal to the interest rate of
the Corresponding Certificates and treating
the Class LTIX Interest as being
capped at zero). The averages described in
the preceding sentence shall be
weighted on the basis of the respective
principal balances of the Lower Tier
REMIC Regular Interests immediately prior
to any date of determination.
Class C Interest Carry Forward Amount: As of any Distribution
Date,
the excess of (A) the Class C Current
Interest with respect to prior
Distribution Dates over (B) the amount
actually distributed to the Class C
Certificates with respect to interest on
such prior Distribution Dates or added
to the aggregate Certificate Principal
Balance of the Class C Certificates.
Class C Unpaid Realized Loss Amount: As of any Distribution
Date,
the excess of (1) the Class C Applied
Realized Loss Amount over (2) the sum of
(x) all distributions in reduction of the
Class C Unpaid Realized Loss Amounts
on all previous Distribution Dates and (y)
all increases in the Certificate
Principal Balance of such Class C
Certificates pursuant to the last sentence of
the definition of "Certificate Principal
Balance."
Class LTA-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.
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 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.
-15-
<PAGE>
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 prinicipal
balance equal to the excess of (i) 50% of
the aggregate Cut-off Date Principal
Balance of the Mortgage Loans over (ii) the
initial principal balance of the Lower Tier
REMIC I Marker Interests, and with
an interest rate equal to the Net Rate.
Class LTIIX Interest: An uncertificated regular interest in the
Lower Tier REMIC with an initial principal
balance equal to the excess of (i)
50% of the aggregate Cut-off Date Principal
Balance of the Mortgage Loans over
(ii) the initial principal balance of the
Lower Tier REMIC II Marker Interests,
and with an interest rate equal to the Net
Rate.
Class LTII1A Interest: An uncertificated regular interest in
the
Lower Tier REMIC with an initial principal
balance equal to 0.05% of the excess
of (i) the aggregate Cut-off Date Principal
Balance of the Group One Mortgage
Loans over (ii) the aggregate of the
initial Certificate Principal Balances of
Certificate Group One, and with an interest
rate equal to the Net Rate.
Class LTII1B Interest: An uncertificated regular interest in
the
Lower Tier REMIC with an initial principal
balance equal to 0.05% 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.
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<PAGE>
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
Certificates, Class M-4 Certificates and
Class M-5 Certificates.
Class M Certificate Principal Balance: For any date of
determination, the sum of 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
and the Class M-5 Certificate
Principal Balance.
Class M-1 Applied Realized Loss Amount: As of any Distribution
Date,
the sum of all Applied Realized Loss
Amounts with respect to the Mortgage Loans
which have been applied to the reduction of
the Certificate Principal Balance of
the Class M-1 Certificates.
Class M-1 Certificate: Any Certificate designated as a "Class
M-1
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class M-1 Certificate Principal Balance: As of any date of
determination, the aggregate Certificate
Principal Balance of the Class M-1
Certificates.
Class M-1 Current Interest: As of any Distribution Date, the
interest accrued during the related Accrual
Period at the Class M-1 Pass-Through
Rate on the Class M-1 Certificate Principal
Balance as of such Distribution Date
plus the portion of any previous
distributions on such Class in respect of Class
M-1 Current Interest or a 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
Current Interest or Interest Carry
Forward Amounts on such prior Distribution
Dates and (2) interest on such excess
(to the extent permitted by applicable law)
at the Class M-1 Pass-Through Rate
for the related Accrual Period.
Class M-1 Margin: As of any Distribution Date up to and
including
the Initial Optional Termination Date for
the Certificates, 0.420% per annum
and, as of any Distribution Date after the
Initial Optional Termination Date,
0.630% per annum.
Class M-1 Pass-Through Rate: For the first Distribution Date,
3.510%
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) 68.80% 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 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
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<PAGE>
Distribution Date prior to the Stepdown
Date on which the Certificate Principal
Balance of each Class of Class A
Certificates has been reduced to zero, the
Class M-1 Principal Distribution Amount
will equal the lesser of (x) the
outstanding Certificate Principal Balance
of the Class M-1 Certificates and (y)
100% of the Principal Distribution Amount
remaining after any distributions on
such Class A Certificates and (II) in no
event will the Class M-1 Principal
Distribution Amount with respect to any
Distribution Date exceed the Class M-1
Certificate Principal Balance.
Class M-1 Unpaid Realized Loss Amount: As of any Distribution
Date,
the excess of (1) the Class M-1 Applied
Realized Loss Amount over (2) the sum of
(x) all distributions in reduction of the
Class M-1 Unpaid Realized Loss Amounts
on all previous Distribution Dates and (y)
all increases in the Certificate
Principal Balance of such Class M-1
Certificates pursuant to the last sentence
of the definition of "Certificate Principal
Balance."
Class M-2 Applied Realized Loss Amount: As of any Distribution
Date,
the sum of all Applied Realized Loss
Amounts with respect to the Mortgage Loans
which have been applied to the reduction of
the Certificate Principal Balance of
the Class M-2 Certificates.
Class M-2 Certificate: Any Certificate designated as a "Class
M-2
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class M-2 Certificate Principal Balance: As of any date of
determination, the aggregate Certificate
Principal Balance of the Class M-2
Certificates.
Class M-2 Current Interest: As of any Distribution Date, the
interest accrued during the related Accrual
Period at the Class M-2 Pass-Through
Rate on the Class M-2 Certificate Principal
Balance as of such Distribution Date
plus the portion of any previous
distributions on such Class in respect of Class
M-2 Current Interest or a 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
Current Interest or Interest Carry
Forward Amounts on such prior Distribution
Dates and (2) interest on such excess
(to the extent permitted by applicable law)
at the Class M-2 Pass-Through Rate
for the related Accrual Period.
Class M-2 Margin: As of any Distribution Date up to and
including
the Initial Optional Termination Date for
the Certificates, 0.440% per annum
and, as of any Distribution Date after the
Initial Optional Termination Date,
0.660% per annum.
Class M-2 Pass-Through Rate: For the first Distribution Date,
3.530%
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
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<PAGE>
Distribution Date) and (C) the Class M-2
Certificate Principal Balance
immediately prior to such Distribution Date
over (2) the lesser of (A) 74.40% 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
Certificates and Class M-1 Certificates and
(II) in no event will the Class M-2
Principal Distribution Amount with respect
to any Distribution Date exceed the
Class M-2 Certificate Principal
Balance.
Class M-2 Unpaid Realized Loss Amount: As of any Distribution
Date,
the excess of (1) the Class M-2 Applied
Realized Loss Amount over (2) the sum of
(x) all distributions in reduction of the
Class M-2 Unpaid Realized Loss Amounts
on all previous Distribution Dates and (y)
all increases in the Certificate
Principal Balance of such Class M-2
Certificates pursuant to the last sentence
of the definition of "Certificate Principal
Balance."
Class M-3 Applied Realized Loss Amount: As of any Distribution
Date,
the sum of all Applied Realized Loss
Amounts with respect to the Mortgage Loans
which have been applied to the reduction of
the Certificate Principal Balance of
the Class M-3 Certificates.
Class M-3 Certificate: Any Certificate designated as a "Class
M-3
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class M-3 Certificate Principal Balance: As of any date of
determination, the aggregate Certificate
Principal Balance of the Class M-3
Certificates.
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 Class
M-3 Current Interest or a 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
Current Interest or Interest Carry
Forward Amounts on such prior Distribution
Dates and (2) interest on such excess
(to the extent permitted by applicable law)
at the Class M-3 Pass-Through Rate
for the related Accrual Period.
Class M-3 Margin: As of any Distribution Date up to and
including
the Initial Optional Termination Date for
the Certificates, 0.470% per annum
and, as of any Distribution Date after the
Initial Optional Termination Date,
0.705% per annum.
Class M-3 Pass-Through Rate: For the first Distribution Date,
3.560%
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.
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<PAGE>
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)
78.00% of the Stated Principal Balances of
the Mortgage Loans as of the end of
the immediately preceding Due Period and
(B) the excess of the Stated Principal
Balances for the Mortgage Loans as of the
end of the immediately preceding Due
Period over the Minimum Required
Overcollateralization Amount. Notwithstanding
the foregoing, (I) on any Distribution Date
prior to the Stepdown Date on which
the Certificate Principal Balance of each
Class of Class A Certificates, the
Class M-1 Certificates and the Class M-2
Certificates has been reduced to zero,
the Class M-3 Principal Distribution Amount
will equal the lesser of (x) the
outstanding Certificate Principal Balance
of the Class M-3 Certificates and (y)
100% of the Principal Distribution Amount
remaining after any distributions on
such Class A, Class M-1 and Class M-2
Certificates and (II) in no event will the
Class M-3 Principal Distribution Amount
with respect to any Distribution Date
exceed the Class M-3 Certificate Principal
Balance.
Class M-3 Unpaid Realized Loss Amount: As of any Distribution
Date,
the excess of (1) the Class M-3 Applied
Realized Loss Amount over (2) the sum of
(x) all distributions in reduction of the
Class M-3 Unpaid Realized Loss Amounts
on all previous Distribution Dates and (y)
all increases in the Certificate
Principal Balance of such Class M-3
Certificates pursuant to the last sentence
of the definition of "Certificate Principal
Balance."
Class M-4Applied 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 Class
M-4 Current Interest or a 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
Current Interest or Interest Carry
Forward Amounts 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.
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<PAGE>
Class M-4 Margin: As of any Distribution Date up to and
including
the Initial Optional Termination Date for
the Certificates, 0.650% per annum
and, as of any Distribution Date after the
Initial Optional Termination Date,
0.975% per annum.
Class M-4 Pass-Through Rate: For the first Distribution Date,
3.740%
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, Class M-2
Certificate Principal Balance and Class M-3
Certificate Principal Balance have
been reduced to zero and a Stepdown Trigger
Event exists, or as long as a
Stepdown Trigger Event does not exist, the
excess of (1) the sum of (A) the
Class A Certificate Principal Balance
(after taking into account distributions
of the Class A Principal Distribution
Amount on such Distribution Date), (B) the
Class M-1 Certificate Principal Balance
(after taking into account distributions
of the Class M-1 Principal Distribution
Amount on such Distribution Date), (C)
the Class M-2 Certificate Principal Balance
(after taking into account
distributions of the Class M-2 Principal
Distribution Amount on such
Distribution Date), (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) 84.30% 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 the Class A Certificates, the
Class M-1 Certificates, the Class M-2
Certificates and the Class M-3
Certificates has been reduced to zero, the
Class M-4 Principal Distribution
Amount will equal the lesser of (x) the
outstanding Certificate Principal
Balance of the Class M-4 Certificates and
(y) 100% of the Principal 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 Class
M-
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<PAGE>
5 Current Interest or a 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
Current Interest or Interest Carry
Forward Amounts on such prior Distribution
Dates and (2) interest on such excess
(to the extent permitted by applicable law)
at the Class M-5 Pass-Through Rate
for the related Accrual Period.
Class M-5 Margin: As of any Distribution Date up to and
including
the Initial Optional Termination Date for
the Certificates, 0.690% per annum
and, as of any Distribution Date after the
Initial Optional Termination Date,
1.035% per annum.
Class M-5 Pass-Through Rate: For the first Distribution Date,
3.780%
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, Class M-2
Certificate Principal Balance, Class M-3
Certificate Principal Balance and Class
M-4 Certificate Principal Balance have been
reduced to zero and a Stepdown
Trigger Event exists, or as long as a
Stepdown Trigger Event does not exist, the
excess of (1) the sum of (A) the Class A
Certificate Principal Balance (after
taking into account distributions of the
Class A Principal Distribution Amount
on such Distribution Date), (B) the Class
M-1 Certificate Principal Balance
(after taking into account distributions of
the Class M-1 Principal Distribution
Amount on such Distribution Date), (C) the
Class M-2 Certificate Principal
Balance (after taking into account
distributions 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-4 Certificate Principal Balance
immediately prior to such Distribution
Date over (2) the lesser of (A) 87.10% 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 the Class A
Certificates, the Class M-1 Certificates,
the Class M-2 Certificates, the Class M-3
Certificates and the Class M-4
Certificates has been reduced to zero, the
Class M-5 Principal Distribution
Amount will equal the lesser of (x) the
outstanding Certificate Principal
Balance of the Class M-5 Certificates and
(y) 100% of the Principal Distribution
Amount remaining after any distributions on
such Class A, Class M-1, Class M-2,
Class M-3 and Class M-4 Certificates and
(II) in no event will the Class M-5
Principal Distribution Amount with respect
to any Distribution Date exceed the
Class M-5 Certificate Principal
Balance.
Class M-5 Unpaid Realized Loss Amount: As of any Distribution
Date,
the excess of (1) the Class M-5 Applied
Realized Loss Amount over (2) the sum of
(x) all distributions in reduction of the
Class M-5 Unpaid Realized Loss Amounts
on all previous Distribution Dates and (y)
all increases in the Certificate
Principal Balance of such Class M-5
Certificates pursuant to the last sentence
of the definition of "Certificate Principal
Balance."
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<PAGE>
Class P Certificate: Any Certificate designated as a "Class P
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class R Certificate: Any Certificate designated as a "Class R
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
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 Class R
Current Interest or a Class R Interest
Carry Forward Amount that is recovered as
a voidable preference by a trustee in
bankruptcy, less any Non-Supported
Interest Shortfall allocated on such
Distribution Date to the Class R
Certificate.
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 Current
Interest or Interest Carry Forward Amounts
on such prior Distribution Dates and (2)
interest on such excess (to the extent
permitted by applicable law) at the Class R
Pass-Through Rate for the related
Accrual Period.
Class R Margin: As of any Distribution Date up to and including
the
Initial Optional Termination Date for the
Certificates, 0.250% per annum and, as
of any Distribution Date after the Initial
Optional Termination Date, 0.500% per
annum.
Class R Pass-Through Rate: For the first Distribution Date,
3.340%
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 26, 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 First Franklin
Mortgage Loan Trust, Mortgage Loan
Asset-Backed Certificates, Series
2005-FF6." Funds in the Collection Account
shall be held in trust for the
Certificateholders for the uses and purposes set
forth in this Agreement.
Compensating
Interest: With respect to any Mortgage Loan and any
Distribution Date, an amount equal to the
portion of any Prepayment Interest
Shortfalls required to be deposited in the
Collection Account by the Servicer
pursuant to Section 4.02 hereof.
Condemnation Proceeds: All awards or settlements in respect of
a
Mortgaged Property (or Underlying Mortgaged
Property, in the case of a Co-op
Loan), whether permanent or temporary,
partial or entire, by exercise of the
power of eminent domain or condemnation, to
the extent not required to be
released to a Mortgagor in accordance with
the terms of the related mortgage
loan documents on the Mortgaged Property
(or Underlying Mortgaged Property, in
the case of a Co-op Loan).
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<PAGE>
Co-op Lease: With respect to a Co-op Loan, the lease with respect
to
a dwelling unit occupied by the Mortgagor
and relating to the stock allocated to
the related dwelling unit.
Co-op Loan: A Mortgage Loan secured by the pledge of stock
allocated
to a dwelling unit in a residential
cooperative housing corporation and a
collateral assignment of the related Co-op
Lease.
Corresponding Certificates: With respect to the Class LTA-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 LTM-1 Interest,
the Class M-1 Certificates. With respect to
the Class LTM-2 Interest, the Class
M-2 Certificates. With respect to the Class
LTM-3 Interest, the Class M-3
Certificates. With respect to the Class
LTM-4 Interest, the Class M-4
Certificates. With respect to the Class
LTM-5 Interest, the Class M-5
Certificates. With respect to the Class
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-1A Current Interest, the
Class
A-1B Current Interest, the Class A-2A
Current Interest, the Class A-2B Current
Interest, the Class A-2C 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 B-1 Current Interest,
the Class B-2 Current Interest, the
Class B-3 Current Interest, the Class B-4
Current Interest and the Class C
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 after
the Cut-off Date.
Definitive
Certificates: As defined in Section 5.06.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced
by
a Replacement Mortgage Loan.
Delinquent: A Mortgage Loan is "delinquent" if any payment due
thereon is not made pursuant to the terms
of such Mortgage Loan by the close of
business on the day such payment is
scheduled to be due. A Mortgage Loan is "30
days delinquent" if such payment has not
been received by the close of business
on the corresponding day of the month
immediately succeeding the month in which
such payment was due, or, if there is no
such corresponding day (e.g., as when a
30-day month follows a 31-day month in
which a payment was due on the 31st day
of such month), then on the last day of
such immediately succeeding month.
Similarly for "60 days delinquent," "90
days delinquent" and so on.
Denomination: With respect to each Certificate, the amount set
forth
on the face thereof as the "Initial
Principal Balance of this Certificate."
Depositor: Merrill Lynch Mortgage Investors, Inc., a Delaware
corporation, or any successor in
interest.
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<PAGE>
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.
Depository Participant: A broker, dealer, bank or other
financial
institution or other Person for whom from
time to time a Depository effects
book-entry transfers and pledges of
securities deposited with the Depository.
Designated Transaction: A transaction in which the assets
underlying
the Certificates consist of single-family
residential, multi-family residential,
home equity, manufactured housing and/or
commercial mortgage obligations that
are secured by single-family residential,
multi-family residential, commercial
real property or leasehold interests
therein.
Determination Date: With respect to any Distribution Date, the
15th
day of the month of such Distribution Date
or, if such 15th day is not a
Business Day, the immediately preceding
Business Day.
Disqualified Organization: (1) the United States, any state or
political subdivision thereof, any foreign
government, any international
organization, or any agency or
instrumentality of any of the foregoing, (2) any
organization (other than a cooperative
described in Section 521 of the Code)
which is exempt from tax under Chapter 1 of
Subtitle A of the Code unless such
organization is subject to the tax imposed
by Section 511 of the Code and (3)
any organization described in Section
1381(a)(2)(C) of the Code.
Distribution Date: The 25th day of each calendar month, or if
such
25th day is not a Business Day, the next
succeeding Business Day, commencing in
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, the NIMs
Insurer 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
-25-
<PAGE>
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) a
segregated trust account or accounts
maintained with a federal or state
chartered depository institution or trust
company acting in its fiduciary
capacity, that is acceptable to the Rating
Agencies or (viii) otherwise
acceptable to each Rating Agency, as
evidenced by a letter from each Rating
Agency to the Trustee and the NIMs
Insurer.
ERISA: The Employee Retirement Income Security Act of 1974,
including any successor or amendatory
provisions.
ERISA-Qualifying Underwriting: A best efforts or firm
commitment
underwriting or private placement that
would satisfy the requirements of
Prohibited Transaction Exemption 90-29,
Exemption Application No. D-8012, 55
Fed. Reg. 21459 (1990), as amended, granted
to the Underwriter by the United
States Department of Labor (or any other
applicable underwriter's exemption
granted by the United States Department of
Labor), except, in relevant part, for
the requirement that the certificates have
received a rating at the time of
acquisition that is in one of the three (or
four, in the case of a "designated
transaction") highest generic rating
categories by at least one of the Rating
Agencies.
ERISA Restricted Certificates: The Class B-4, Class C, Class P
and
Class R Certificates and any other
Certificate, unless the acquisition and
holding of such other Certificate is
covered by and exempt under the
Underwriter's exemption.
Event of Default: As defined in Section 7.01 hereof.
Excess Interest: On any Distribution Date, for each Class of
the
Class A, Class M and Class B Certificates,
the excess, if any, of (1) the amount
of interest such Class of Certificates is
entitled to receive on such
Distribution Date 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) $26,478,532 over
(B) the aggregate Stated Principal
Balance of the Mortgage Loans as of such
Distribution Date and (2) on and after
the Stepdown Date, (A) the sum of (x) the
Aggregate Certificate Principal
Balance immediately preceding such
Distribution Date, reduced by the Principal
Funds with respect to such Distribution
Date and (y) the greater of (a) 4.80% of
the aggregate Stated Principal Balance of
the Mortgage Loans as of such
Distribution Date and (b) the Minimum
Required
-26-
<PAGE>
Overcollateralization Amount less (B) the
aggregate Stated Principal Balance of
the Mortgage Loans as of such Distribution
Date; provided, however, that if on
any Distribution Date a Stepdown Trigger
Event is in effect, the Extra Principal
Distribution Amount will not be reduced to
the applicable percentage of the
then-current aggregate Stated Principal
Balance of the Mortgage Loans (and will
remain fixed at the applicable percentage
of the aggregate Stated Principal
Balance of the Mortgage Loans as of the Due
Date immediately prior to the
Stepdown Trigger Event) until the next
Distribution Date on which the Stepdown
Trigger Event is not in effect.
Fannie Mae: A federally chartered and privately owned
corporation
organized and existing under the Federal
National Mortgage Association Charter
Act, or any successor thereto.
FDIC: The Federal Deposit Insurance Corporation, or any
successor
thereto.
Fitch: Fitch, Inc., or any successor in interest.
Fixed Rate Mortgage Loan: A Mortgage Loan identified in the
Mortgage
Loan Schedule as having a Mortgage Rate
which is fixed.
Floating Rate Certificate Carryover: With respect to a
Distribution
Date, in the event that the Pass-Through
Rate for a class of Class A, Class M or
Class B Certificates is based upon the
related Available Funds Cap, the excess
of (1) the amount of interest that such
Class would have been entitled to
receive on such Distribution Date had the
Pass-Through Rate for that Class not
been calculated based on the related
Available Funds Cap, up to but not
exceeding the amount of interest that such
Class would be entitled to, based on
the greater of (x) the related Maximum Rate
Cap or (y) the sum of (i) the
related Available Funds Cap and (ii) the
product of (A) a fraction, the
numerator of which is 360 and the
denominator of which is the actual number of
days in the related Accrual Period and (B)
the quotient obtained by dividing (I)
an amount equal to the proceeds, if any,
payable under the related Cap Contract
with respect to such Distribution Date by
(II) the aggregate Certificate
Principal Balance of each of the Classes of
Certificates to which such Cap
Contract relates for such Distribution Date
over (2) the amount of interest such
class was entitled to receive on such
Distribution Date based on the related
Available Funds Cap, together with (i) the
unpaid portion of any such excess
from prior Distribution Dates (and interest
accrued thereon at the then
applicable Pass-Through Rate, without
giving effect to the applicable Available
Funds Cap) and (ii) any amount previously
distributed with respect to Floating
Rate Certificate Carryover for such class
that is recovered as a voidable
preference by a trustee in bankruptcy.
Freddie Mac: A corporate instrumentality of the United States
created and existing under Title III of the
Emergency Home Finance Act of 1970,
as amended, or any successor thereto.
Grantor Trusts: The grantor trusts described in Section 2.07
hereof.
Gross Margin: The percentage set forth in the related Mortgage
Note
for each of the Adjustable Rate Mortgage
Loans which is to be added to the
applicable index for use in determining the
Mortgage Rate on each Adjustment
Date, and which is set forth in the
Mortgage Loan Schedule for each Adjustable
Rate Mortgage Loan.
Group One: The portion of the Mortgage Pool identified as
"Group
One" in the Prospectus Supplement.
Group One Mortgage Loan: Any Mortgage Loan at any time identified
in
the Group One Mortgage Loan Schedule
attached hereto as Exhibit B-2.
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<PAGE>
Group One Principal Distribution Amount: As of any Distribution
Date, the amount equal to the lesser of (i)
the aggregate Certificate Principal
Balance of the Class A-1 and Class R
Certificates and (ii) the product of (x)
the Group One Principal Distribution
Percentage and (y) the Class A Principal
Distribution Amount; provided, however,
that with respect to any Distribution
Date on which the Class A-1 and Class R
Certificates are outstanding and the
Certificate Principal Balance of the Class
A-2 Certificates has been reduced to
zero, the Group One Principal Distribution
Amount will equal the Class A
Principal Distribution Amount.
Group One Principal Distribution Percentage: With respect to
any
Distribution Date, a fraction expressed as
a percentage, the numerator of which
is the amount of Principal Funds received
with respect to Mortgage Loans in
Group One and the denominator of which is
the amount of Principal Funds received
from all of the Mortgage Loans in the
mortgage pool.
Group Two: The portion of the Mortgage Pool identified as
"Group
Two" in the Prospectus Supplement.
Group Two Mortgage Loan: Any Mortgage Loan at any time identified
in
the Group Two Mortgage Loan Schedule
attached hereto as Exhibit B-3.
Group Two Principal Distribution Amount: As of any Distribution
Date, the amount equal to the lesser of (i)
the aggregate Certificate Principal
Balance of the Class A-2 Certificates and
(ii) the product of (x) the Group Two
Principal Distribution Percentage and (y)
the Class A Principal Distribution
Amount; provided, however, that with
respect to any Distribution Date on which
the Class A-2 Certificates are outstanding
and the Certificate Principal
Balances of the Class A-1 and Class R
Certificates have been reduced to zero,
the Group Two Principal Distribution Amount
will equal the Class A Principal
Distribution Amount.
Group Two Principal Distribution Percentage: With respect to
any
Distribution Date, a fraction expressed as
a percentage, the numerator of which
is the amount of Principal Funds received
with respect to Mortgage Loans in
Group Two and the denominator of which is
the amount of Principal Funds received
from all of the Mortgage Loans in the
mortgage pool.
Indenture: An indenture relating to the issuance of notes
guaranteed
by the NIMs Insurer.
Initial Adjustment Date: As to any Adjustable Rate Mortgage
Loan,
the first Adjustment Date following the
origination of such Mortgage Loan.
Initial Certificate Principal Balance: With respect to any
Certificate, the Certificate Principal
Balance of such Certificate or any
predecessor Certificate on the Closing Date
as set forth in Section 5.01 hereof.
Initial Mortgage Rate: As to each Mortgage Loan, the Mortgage
Rate
in effect prior to the Initial Adjustment
Date.
Initial Optional Termination Date: The first Distribution Date
on
which the aggregate Stated Principal
Balance of the Mortgage Loans is equal to
or less than 10% of the aggregate Stated
Principal Balance of the Mortgage Loans
as of the Cut-off Date.
Insurance Policy: With respect to any Mortgage Loan or the
related
Mortgaged Property (or the related
Underlying Mortgaged Property, in the case of
a Co-op Loan) included in the Trust Fund,
any insurance policy, including all
riders and endorsements thereto in effect
with respect to such Mortgage
-28-
<PAGE>
Loan or Mortgaged Property (or related
Underlying Mortgage Property, in the case
of a Co-op Loan), including any replacement
policy or policies for any insurance
policies.
Insurance Proceeds: Proceeds paid in respect of a Mortgage Loan
or
the related Mortgaged Property (or the
related Underlying Mortgaged Property, in
the case of a Co-op Loan) pursuant to any
Insurance Policy or any other
insurance policy covering such Mortgage
Loan or Mortgaged Property (or
Underlying Mortgaged Property, in the case
of a Co-op Loan), to the extent such
proceeds are payable to the mortgagee under
the Mortgage, the Servicer or the
trustee under the deed of trust and are not
applied to the restoration of the
related Mortgaged Property (or the related
Underlying Mortgaged Property, in the
case of a Co-op Loan) or released to the
Mortgagor on the related Mortgaged
Property (or the related Underlying
Mortgaged Property in the case of a Co-op
Loan) in accordance with the procedures
that the Servicer would follow in
servicing mortgage loans held for its own
account, in each case other than any
amount included in such Insurance Proceeds
in respect of Insured Expenses.
Insured Expenses: Expenses covered by an Insurance Policy or
any
other insurance policy with respect to a
Mortgage Loan or the related Mortgaged
Property (or the related Underlying
Mortgaged Property, in the case of a Co-op
Loan).
Interest Carry Forward Amount: Any of the Class A-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 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 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 and such
Distribution Date, (3) all Compensating
Interest with respect to the Mortgage
Loans and such Distribution Date, (4)
Liquidation Proceeds with respect to the
Mortgage Loans (to the extent such
Liquidation Proceeds relate to interest)
collected during the related Prepayment
Period, (5) all proceeds of any purchase
pursuant to Section 2.02 or 2.03 during the
related Prepayment Period or
pursuant to Section 9.01 not later than the
related Determination Date (to the
extent that such proceeds relate to
interest) less the Servicing Fee and (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.
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Liquidated Loan: With respect to any Distribution Date, a
defaulted
Mortgage Loan that, pursuant to Section
3.12, has been realized upon or
liquidated through deed-in-lieu of
foreclosure, foreclosure sale, trustee's sale
or other realization as provided by
applicable law governing the real property
subject to the related Mortgage and any
security agreements and as to which the
Servicer has certified (in accordance with
Section 3.12) in the related
Prepayment Period that it has received all
amounts it expects to receive in
connection with such liquidation.
Liquidation Proceeds: Amounts, including Condemnation Proceeds,
Insurance Proceeds, received in connection
with the partial or complete
liquidation of a Mortgage Loan, whether
through trustee's sale, foreclosure
sale, sale by the Servicer pursuant to this
Agreement or otherwise or amounts
received in connection with any
condemnation or partial release of a Mortgaged
Property and any other proceeds received in
connection with the final sale of a
related REO Property, less the sum of
related unreimbursed Advances, Servicing
Fees, Servicing Advances and any other
expenses related to such Mortgage Loan.
Loan-to-Value Ratio: With respect to any Mortgage Loan, the
fraction, expressed as a percentage, the
numerator of which is the original
principal balance of the related Mortgage
Loan and the denominator of which is
the lesser of (x) the Appraised Value of
the related Mortgaged Property (or
applicable dwelling unit, in the case of a
Co-op Loan) and (y) the sales price
of the related Mortgaged Property (or
applicable dwelling unit, in the case of a
Co-op Loan) at the time of origination.
Losses: Any losses, claims, damages, liabilities or expenses
collectively.
Lower Tier REMIC: As described in the Preliminary Statement and
Section 2.07.
Lower Tier REMIC Interests: Each of the Class LTA-1A Interest,
the
Class LTA-1B Interest, the Class LTA-2A
Interest, the Class LTA-2B Interest, the
Class LTA-2C 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 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.
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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.
MIN: The loan number for any MERS Loan.
Minimum Mortgage Rate: With respect to each Adjustable Rate
Mortgage
Loan, the minimum rate of interest set
forth as such in the related Mortgage
Note.
Minimum Required Overcollateralization Amount: An amount equal
to
the product of (x) 0.50% and (y) the Stated
Principal Balances of the Mortgage
Loans as of the Cut-off Date.
MOM Loan: Any Mortgage Loan as to which MERS is acting as
mortgagee,
solely as nominee for the originator of
such Mortgage Loan and its successors
and assigns.
Monthly Excess Interest Amount: With respect to each
Distribution
Date, the amount, if any, by which the
Interest Funds for such Distribution Date
exceeds the aggregate amount distributed on
such Distribution Date pursuant to
Section 4.04(b) (other than the last clause
thereof).
Monthly Statement: The statement delivered to the
Certificateholders
pursuant to Section 4.05.
Moody's: Moody's Investors Service, Inc. or any successor in
interest.
Mortgage: With respect to a Mortgage Loan that is not a Co-op
Loan,
the mortgage, deed of trust or other
instrument with all riders attached thereto
creating a first lien or a first priority
ownership interest in an estate in fee
simple in real property securing a Mortgage
Note. With respect to a Co-op Loan,
the security agreement with all riders
attached thereto creating a security
interest in the stock allocated to a
dwelling unit in a residential cooperative
housing corporation and pledged to secure
such Co-op Loan and the related Co-op
Lease.
Mortgage File: The mortgage documents listed in Section 2.01
hereof
pertaining to a particular Mortgage Loan
and any additional documents delivered
to the Trustee to be added to the Mortgage
File pursuant to this Agreement.
Mortgage Group: Either of Group One or Group Two.
Mortgage Loans: Such of the mortgage loans transferred and
assigned
to the Trustee pursuant to the provisions
hereof as from time to time are held
as a part of the Trust Fund (including any
REO Properties), the mortgage loans
so held being identified in the Mortgage
Loan Schedule, notwithstanding
foreclosure or other acquisition of title
of the related Mortgaged Property. Any
mortgage loan that was
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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)
the borrower name and address;
(iii) the
unpaid principal balance of the Mortgage Loans;
(iv)
the
Initial Mortgage Rate;
(v) the
original maturity date and the months remaining
before maturity date;
(vi)
the original principal balance;
(vii)
the Cut-off Date
Principal Balance;
(viii) the first
payment due date of the Mortgage Loan;
(ix)
the Loan-to-Value Ratio at origination with respect
to a 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;
(H) the
lifetime rate cap;
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(xiii) location of the related Mortgaged Property (or
Underlying Mortgaged Property, in the case of a Co-op Loan);
(xiv) a code indicating whether a Prepayment Charge is
applicable and, if so the term of such Prepayment Charge;
(xv) the Credit Score and date obtained; and
(xvi) the MIN.
Mortgage Note: The original executed note or other evidence of
indebtedness evidencing the indebtedness of
a Mortgagor under a Mortgage Loan
and all amendments, modifications and
attachments thereto with all riders
attached thereto.
Mortgage Pool: The aggregate of the Mortgage Loans identified in
the
Mortgage Loan Schedule.
Mortgaged Property: The underlying property securing a Mortgage
Loan.
Mortgage Rate: The annual rate of interest borne by a Mortgage
Note
from time to time.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Rate: As to each Mortgage Loan, and at any time,
the
per annum rate equal to the then current
Mortgage Rate less the Servicing Fee
Rate.
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.
Net WAC: With respect to any Distribution Date and any Mortgage
Group, a per annum rate equal to 12 times
the quotient obtained by dividing (x)
the total scheduled interest on the
Mortgage Loans in such Mortgage Group based
on the Net Mortgage Rates in effect on the
related Due Date by (y) the aggregate
Stated Principal Balance of the Mortgage
Loans in such Mortgage Group as of the
preceding Distribution Date (or, in the
case of the first Distribution Date, as
of the Cut-off Date).
NIM Notes: The notes to be issued pursuant to the Indenture.
NIMs Insurer: Any of the one or more insurers, if any, that is
guaranteeing certain payments under any NIM
Notes; provided, that upon the
payment in full of the NIM Notes, all
rights of the NIMs Insurer hereunder shall
terminate.
NIMs Insurer Default: As defined in Section 10.12.
Non-Recoverable Advance: Any portion of an Advance previously
made
or proposed to be made by the Servicer
that, in the good faith judgment of the
Servicer, will not or, in the case of a
current delinquency, would not, be
ultimately recoverable by the Servicer from
the related Mortgagor, related
Liquidation Proceeds or otherwise with
respect to the related Mortgage Loan.
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
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case of a current Servicing Advance, would
not, be ultimately recoverable by the
Servicer from the related Mortgagor,
related Liquidation Proceeds or otherwise
with respect to the related Mortgage
Loan.
Non-Supported Interest Shortfall: As defined in Section 4.02.
Offered Certificates: The Class A-1, Class A-2, Class M, 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 or the Servicer (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 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 and
the Servicer, (2) not have any
direct financial interest in the Depositor
or the Servicer or in any affiliate
of any such party 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 Section 9.01(a) hereof.
Optional Termination Amount: The amount received by the Trustee
in
connection with any purchase of all of the
Mortgage Loans and REO Properties
pursuant to Section 9.01(b) hereof.
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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
reasonable fees and expenses 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.
Overcollateralization Amount: As of any date of determination,
the
excess of (1) the Stated Principal Balances
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 the Class A-1A Certificates,
the
Class A-1A Pass-Through Rate; with respect
to the Class A-1B Certificates, the
Class A-1B Pass-Through Rate; with respect
to the Class A-2A Certificates, the
Class A-2A Pass-Through Rate; with respect
to the Class A-2B Certificates, the
Class A-2B Pass-Through Rate; with respect
to the Class A-2C Certificates, the
Class A-2C Pass-Through Rate; with respect
to the Class M-1 Certificates, the
Class M-1 Pass-Through Rate; with respect
to the Class M-2 Certificates, the
Class M-2 Pass-Through Rate; with respect
to the Class M-3 Certificates, the
Class M-3 Pass-Through Rate; with respect
to the Class M-4 Certificates, the
Class M-4 Pass-Through Rate; with respect
to the Class M-5 Certificates, the
Class M-5 Pass-Through Rate; with respect
to the Class B-1 Certificates, the
Class B-1 Pass-Through Rate; with respect
to the Class B-2 Certificates, the
Class B-2 Pass-Through Rate; with respect
to the Class B-3 Certificates, the
Class B-3 Pass-Through Rate; with respect
to the Class B-4 Certificates, the
Class B-4 Pass-Through Rate; and, with
respect to the Class R Certificate, the
Class R Pass-Through Rate.
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
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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 Fund
created pursuant to this Agreement which
shall be:
(i) holding
Mortgage Loans transferred from the Depositor
and other assets of the Trust Fund, including the Cap
Contracts and any credit enhancement and passive
derivative financial instruments that pertain to
beneficial interests issued or sold to parties other
than the Depositor, its Affiliates, or its agents;
(ii) issuing
Certificates and other interests in the assets
of the Trust Fund;
(iii) receiving collections on the Mortgage Loans and the Cap
Contracts and making payments on such Certificates and
interests in accordance with the terms of this
Agreement; and
(iv) engaging in other
activities that are necessary or
incidental to accomplish these limited purposes, which
activities cannot be contrary to the status of the Trust
Fund as a qualified special purpose entity under
existing accounting literature.
Permitted Investments: At any time, any one or more of the
following
obligations and securities:
(i) obligations
of the United States or any agency thereof,
provided such obligations are backed by the full faith
and credit of the United States;
(ii) general
obligations of or obligations guaranteed by any
state of the United States or the District of Columbia
receiving the highest long-term debt rating of each
Rating Agency rating the Certificates;
(iii) commercial or finance company paper, other than
commercial or finance company paper issued by the
Depositor, the 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
banker's acceptances (other than bankers' 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
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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;
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 and/or the
Trustee shall receive an Opinion of
Counsel acceptable to the Servicer and/or
the Trustee, 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
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(II) each such investment must be a
"permitted investment" within the meaning of
Section 860G(a)(5) of the Code. Permitted
Investments that are subject to
prepayment or call may not be purchased at
a price in excess of par.
Permitted Transferee: Any Person other than (i) the United
States,
any State or political subdivision thereof,
or any agency or instrumentality of
any of the foregoing, (ii) a foreign
government, International Organization or
any agency or instrumentality of either of
the foregoing, (iii) an organization
(except certain farmers' cooperatives
described in Section 521 of the Code) that
is exempt from tax imposed by Chapter 1 of
the Code (including the tax imposed
by Section 511 of the Code on unrelated
business taxable income) on any excess
inclusions (as defined in Section
860E(c)(1) of the Code) with respect to the
Class R Certificate, (iv) rural electric
and telephone cooperatives described in
Section 1381(a)(2)(C) of the Code, and (v)
a Person that is not a citizen or
resident of the United States, a
corporation or partnership (or other entity
treated as a corporation or partnership for
United States federal income tax
purposes) created or organized in or under
the laws of the United States or any
State thereof or the District of Columbia
or an estate whose income from sources
without the United States is includable in
gross income for United States
federal income tax purposes regardless of
its connection with the conduct of a
trade or business within the United States,
or a trust if a court within the
United States is able 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.
Preference Claim: The meaning set forth in Section 4.04(j)
hereof.
Prepayment Assumption: A rate or rates of prepayment, as
described
in the Prospectus Supplement in the
definition of "Modeling Assumptions,"
relating to the Offered Certificates or as
described in the Private Placement
Memorandum relating to the Class B-4
Certificates.
Prepayment Charges: Any prepayment premium, fee 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,
as identified on the Mortgage Loan
Schedule.
Prepayment Interest Excess: With respect to any Servicer
Remittance
Date, for each Mortgage Loan that was the
subject of a partial Principal
Prepayment or 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
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Servicer Remittance Date occurs and ending
on the date on which such Principal
Prepayment is so applied.
Prepayment Interest Shortfall: With respect to any Distribution
Date, for each Mortgage Loan that was the
subject of a Principal Prepayment in
full (other than a Principal Prepayment in
full resulting from the purchase of a
Mortgage Loan pursuant to Section 2.02,
2.03 or 9.01 hereof), the amount, if
any, by which (i) one month's interest at
the applicable Net Mortgage Rate on
the Stated Principal Balance of such
Mortgage Loan as of the preceding
Distribution Date or in the case of a
partial Principal Prepayment, on the
amount of such prepayment, exceeds (ii) the
amount of interest paid or collected
in connection with such Principal
Prepayment.
Prepayment Period: As to any Distribution Date, the period
beginning
with the opening of business on the 15th
day of the calendar month preceding the
month in which such Distribution Date
occurs (or in the case of the first
Distribution Date, beginning with the
opening of business on the Cut-off Date)
and ending on the close of business on the
14th day of the month in which such
Distribution Date occurs.
Principal Distribution Amount: With respect to each
Distribution
Date, the sum of (i) the Principal Funds
for such Distribution Date and (ii) any
Extra Principal Distribution Amount for
such Distribution Date.
Principal Funds: With respect to the Mortgage Loans and any
Distribution Date, the sum, without
duplication, of (1) all scheduled principal
due during the related Due Period and
received before the related Servicer
Remittance Date or advanced on or before
the related Servicer Remittance Date,
(2) all Principal Prepayments collected in
the related Prepayment Period, (3)
the Stated Principal Balance of each
Mortgage Loan that was purchased by the
Depositor or the Servicer during the
related Prepayment Period or, in the case
of a purchase pursuant to Section 9.01, on
any Business Day prior to such
Distribution Date, (4) the amount, if any,
by which the aggregate unpaid
principal balance of any Replacement
Mortgage Loan is less than the aggregate
unpaid principal of the related Deleted
Mortgage Loans delivered by the Seller
in connection with a substitution of a
Mortgage Loan pursuant to Section
2.03(c), (5) all Liquidation Proceeds
collected during the related Prepayment
Period (to the extent such Liquidation
Proceeds related to principal), (6) all
Subsequent Recoveries received during the
related Due Period and (7) all other
collections and recoveries in respect of
principal during the related Prepayment
Period less (A) all Non-Recoverable
Advances relating to principal with respect
to the Mortgage Loans and (B) all 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 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.
Private Placement Memorandum: The Private Placement Memorandum
dated
May 2, 2005 relating to the private
placement of the Class B-4 Certificates.
Prospectus Supplement: The Prospectus Supplement dated May 24,
2005
relating to the public offering of the
Offered Certificates.
PUD: A Planned Unit Development.
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Purchase Price: With respect to any Mortgage Loan required to
be
repurchased by the Seller pursuant to
Section 2.02 or 2.03 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 related 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 (or the Trustee
on behalf of the Trust Fund) in
connection with any violation relating to
such Mortgage Loan of any predatory or
abusive lending law.
Rating Agency: Any of Fitch, 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) 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.
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 and (iii) which
have been designated as such by the
Servicer.
Regular Certificate: Any one of the Class A, Class M, and Class
B
Certificates.
Relief Act: The Servicemembers Civil Relief Act or any similar
state
or local law.
Relief Act Shortfall: With respect to any Distribution Date and
any
Mortgage Loan, any reduction in the amount
of interest or principal collectible
on such Mortgage Loan for the most recently
ended calendar month as a result of
the application of the Relief Act.
REMIC: A "real estate mortgage investment conduit" within the
meaning of section 860D of the Code.
References herein to "the REMICs" or "a
REMIC" shall mean 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).
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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, on
behalf of the Trustee for the benefit of
the Certificateholders, through
foreclosure or deed-in-lieu of foreclosure
in connection with a defaulted
Mortgage Loan.
Replacement Mortgage Loan: A Mortgage Loan substituted by the
Seller
for a Deleted Mortgage Loan, which must, on
the date of such substitution, as
confirmed in a Request for Release,
substantially in the form of Exhibit I (1)
have a Stated Principal Balance, after
deduction of the principal portion of the
Scheduled Payment due in the month of
substitution, not in excess of, and not
less than 90% of the Stated Principal
Balance of the Deleted Mortgage Loan; (2)
with respect to any Fixed Rate Mortgage
Loan, have a Mortgage Rate not less than
or no more than 1% per annum higher than
the Mortgage Rate of the Deleted
Mortgage Loan and, with respect to any
Adjustable Rate Mortgage Loan: (A) have a
Maximum Mortgage Rate no more than 1% per
annum higher or lower than the Maximum
Mortgage Rate of the Deleted Mortgage Loan;
(B) have a Minimum Mortgage Rate no
more than 1% per annum higher or lower than
the Minimum Mortgage Rate of the
Deleted Mortgage Loan; (C) have the same
index and Periodic Rate Cap as that of
the Deleted Mortgage Loan and a Gross
Margin not more than 1% per annum higher
or lower than that of the Deleted Mortgage
Loan; (D) not permit conversion of
the related Mortgage Rate to a fixed
Mortgage Rate and (F) currently be accruing
interest at a rate not more than 1% per
annum higher or lower than that of the
Deleted Mortgage Loan; (3) have a similar
or higher FICO score or credit grade
than that of the Deleted Mortgage Loan; (4)
have a Loan-to-Value Ratio no higher
than that of the Deleted Mortgage Loan; (5)
have a remaining term to maturity no
greater than (and not more than one year
less than) that of the Deleted Mortgage
Loan; (6) provide for a Prepayment Charge
on terms substantially similar to
those of the Prepayment Charge, if any, of
the Deleted Mortgage Loan; (7) have
the same lien priority as the Deleted
Mortgage Loan; (8) constitute the same
occupancy type as the Deleted Mortgage
Loan; and (9) comply with each
representation and warranty set forth in
Section 2.03 hereof.
Request for Release: The Request for Release of Documents
submitted
by the Servicer to the Trustee,
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: With respect to 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 as of such Distribution
Date, prior to giving effect to
distributions to be made on such Distribution
Date and (2) the Stated Principal Balance
of the Mortgage Loans as of such
Distribution Date. As used herein, on any
Distribution Date when any of the
Class A Certificates are outstanding, the
Certificate Principal Balance of the
most senior Class of
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Certificates will equal the aggregate
Certificate Principal Balance of the Class
A Certificates as of such date of
calculation.
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 on the Class R Certificate in
respect of Excess Interest.
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 Ratings Services, 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.
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.
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Servicer Remittance Date: With respect to any Distribution Date,
the
later of (A) two Business Days after the
15th day of the month in which such
Distribution Date occurs and (B) the 18th
day (or if such day is not a Business
Day, the next succeeding 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 of the Servicer's
servicing obligations hereunder, including,
but not limited to, the cost of (1)
the preservation, inspection, restoration
and protection of a Mortgaged Property
(or Underlying Mortgaged Property, in the
case of a Co-op Loan), including
without limitation advances in respect of
real estate taxes and assessments, (2)
any collection, enforcement or judicial
proceedings, including without
limitation foreclosures, collections and
liquidations, (3) the conservation,
management, sale and liquidation of any REO
Property, (4) executing and
recording instruments of satisfaction,
deeds of reconveyance or Assignments of
Mortgage to the extent not otherwise
recovered from the related Mortgages or
payable under this Agreement, (5)
correcting errors of prior servicers; costs
and expenses charged to the Servicer by the
Trustee; tax tracking; title
research; flood certifications; lender paid
mortgage insurance, (6) obtaining or
correcting any legal documentation required
to be included in the Mortgage Files
and reasonably necessary for the Servicer
to perform its obligations under this
Agreement and (7) compliance with the
obligations under Sections 3.01 and 3.10;
provided that such amounts are required to
be advanced only to the extent such
advances constitute "unanticipated
expenses" within the meaning of Treasury
Regulation Section 1.860G-1(b)(3)(ii).
Servicing Fee: As to each Mortgage Loan and any Distribution
Date,
an amount equal to the product of (x) 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: 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.
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)
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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
April 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) 73.90% 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
2.75% with respect to June 2008,
plus an additional 1/12th of 1.50%
for each month thereafter
June 2009 -- May 2010
4.25% with respect to June 2009,
plus an additional 1/12th of 1.00%
for each month thereafter
June 2010 -- May 2011
5.25% with respect to June 2010,
plus an additional 1/12th of 0.75%
for each month thereafter
June 2011 and thereafter
6.00%
</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 Mortgage Loans with respect to which
the applicable Mortgagor is in
bankruptcy) and (B) the Stated Principal
Balance of the Mortgage Loans as of the
preceding Servicer Remittance Date, equals
or exceeds the product of (i) 38.00%
and (ii) the Required Percentage or (2) the
quotient (expressed as a percentage)
of (A) the aggregate Realized Losses
incurred from the Cut-off Date through the
last day of the calendar month preceding
such Distribution Date and (B) the
aggregate principal balance of the Mortgage
Loans as of the Cut-off Date exceeds
the Stepdown Required Loss Percentage.
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.
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Subordinated Certificate Cap Contract: The amended confirmation
and
agreement and any related confirmation
thereto, between the Trust Fund or
Trustee and the Cap Contract Counterparty
(in the form of Exhibit N-3 hereto).
Subordinated Certificate Cap Contract Notional Balance: With
respect
to any Distribution Date, the Subordinated
Certificate Cap Contract Notional
Balance set forth for such Distribution
Date in the Subordinated Certificate
One-Month LIBOR Cap Table attached hereto
as Exhibit O-3.
Subordinated Certificate Cap Contract Termination Date: The
Distribution Date in September 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.
Subordinated Certificate Upper Collar: With respect to each
Distribution Date with respect to which
payments are received on the
Subordinated Certificate Cap Contract, a
rate equal to the lesser of One-Month
LIBOR and 8.720% per annum.
Subordinated Certificates: Each Class of the Class M and Class
B
Certificates.
Subsequent Recovery: Any amount received on a Mortgage Loan (net
of
amounts reimbursed to the Servicer related
to such Mortgage Loan) subsequent to
such Mortgage Loan being determined to be a
Liquidated Mortgage Loan.
Subservicing Agreement: As defined in Section 3.02(a).
Substitution Adjustment Amount: The meaning ascribed to such
term
pursuant to Section 2.03(c).
Tax Matters Person: The Person designated as "tax matters person"
in
the manner provided under Treasury
regulation Section 1.860F-4(d) and Treasury
regulation Section 301.6231(a)(7)-1.
Transfer: Any direct or indirect transfer or sale of any
Ownership
Interest in a Certificate.
Trust Fund: The corpus of the trust (the "First Franklin
Mortgage
Loan Trust, Series 2005-FF6") 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 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
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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).
Underlying Mortgaged Property: With respect to each Co-op Loan,
the
underlying real property owned by the
related residential cooperative housing
corporation.
Unpaid Realized Loss Amount: The Class M-1 Unpaid Realized Loss
Amount, Class M-2 Unpaid Realized Loss
Amount, Class M-3 Unpaid Realized Loss
Amount, Class M-4 Unpaid Realized Loss
Amount, Class M-5 Unpaid Realized Loss
Amount, Class B-1 Unpaid Realized Loss
Amount, Class B-2 Unpaid Realized Loss
Amount, Class B-3 Unpaid Realized Loss
Amount, Class B-4 Unpaid Realized Loss
Amount and Class C Unpaid Realized Loss
Amount, collectively.
Upper Collar: Any of the Class A-1 Upper Collar, the Class A-2
Upper
Collar or the Subordinated Certificate
Upper Collar.
Upper Tier REMIC: As described in the Preliminary Statement and
Section 2.07.
USAP Report: A report in compliance with the Uniform Single
Attestation Program for Mortgage Bankers
delivered in accordance with Section
3.18.
Voting Rights: The portion of the voting rights of all the
Certificates that is allocated to any of
the Certificates for purposes of the
voting provisions hereunder. Voting Rights
allocated to each Class of
Certificates shall be allocated as follows:
(1) 98% to the Class A, Class M and
Class B Certificates, with the allocation
among such Certificates to be in
proportion to the Certificate Principal
Balance of each Class relative to the
Certificate Principal Balance of all other
Classes and (2) each Class of the
Class C and Class P will be allocated 2% of
the Voting Rights. Voting Rights
will be allocated among the Certificates of
each such Class in accordance with
their respective Percentage Interests.
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).
It is agreed and understood by the Depositor, the Servicer and
the
Trustee that it is not intended that any
Mortgage Loan be included in the Trust
that is, without limitation, a "High-Cost
Home Loan" as defined by the Home
Ownership and Equity Protection Act of 1994
or any other applicable
anti-predatory
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lending laws, including but not limited to
(i) a "High-Cost Home Loan" as
defined in the New Jersey Home Ownership
Act effective November 27, 2003; (ii) a
"High-Cost Home Loan" as defined in the New
Mexico Home Loan Protection Act
effective January 1, 2004; or (iii) a
"High-Cost Home Loan" as defined in the
Massachusetts Predatory Home Loan Practices
Act effective November 7, 2004 or
(iv) a "High-Cost Home Loan" as defined by
the Indiana High Cost Home Loan Law
effective January 1, 2005.
(i) 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 Transferor 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 by the Transferor to be true copy of the
original
of the Mortgage that has been delivered for recording in the
appropriate recording office of the jurisdiction in which the
Mortgaged Property is located and in the case of each MERS Loan,
the
original Mortgage 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);
(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;
and
(F) Originals of all assumption and modification agreements,
if any.
(ii) In connection with such assignment, the Depositor does
hereby
deliver to, and deposit with, the Trustee
the following documents or instruments
with respect to each Mortgage Loan so
assigned that is a Co-op Loan:
(A) (i) The original Mortgage Note (or a lost note affidavit
(including a copy of the original Mortgage Note)) or (ii) the
original consolidation, extension and modification agreement (or
a
lost note affidavit (including a copy of the original
consolidation,
extension and modification agreement)), in either case endorsed
either in blank or, "Pay to the order of Wells Fargo Bank, N.A.,
as
trustee, without recourse";
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(B) The original Mortgage entered into by the Mortgagor with
respect to such Co-Op Loan;
(C) The original Assignment of Mortgage endorsed either in
blank or to "Wells Fargo Bank, N.A., as trustee";
(D) The original assignments of Mortgage showing a complete
chain of assignment from the originator of the related Co-Op Loan
to
the last endorsee on the Mortgage Note;
(E) The original Form UCC-1 and any continuation statements
with evidence of filing thereon entered into by the Mortgagor
with
respect to such Co-Op Loan (or a recorded copy thereof);
(F) Form UCC-3 (or copy thereof) by the Transferor or its
agent assigning the security interest covered by such Form UCC-1
to
"Wells Fargo Bank, N.A., as trustee," together with all Forms
UCC-3
(or copies thereof) showing a complete chain of assignment from
the
originator of the related Co-op Loan to the Transferor, with
evidence of recording thereon;
(G) The original stock certificate representing the stock
allocated to the related dwelling unit in the related
residential
cooperative housing corporation and pledged by the related
Mortgagor
to the originator of such Co-op Loan with a stock power in
blank
attached;
(H) The original proprietary lease;
(I) The original assignment of proprietary lease or a copy
thereof, to the Trustee or in blank, and all intervening
assignments
thereof;
(J) The original recognition agreement or a copy thereof of
the interests of the mortgagee with respect to the Co-op Loan by
the
residential cooperative housing corporation, the stock of which
was
pledged by the related Mortgagor to the originator of such
Co-op
Loan; and
(K) Originals of any assumption, consolidation or modification
agreements relating to any of the items specified in (A) through
(F)
above with respect to such Co-op Loan.
If in connection with any Mortgage Loan that is not a Co-op
Loan,
the Depositor cannot deliver the Mortgage,
Assignments of Mortgage or
assumption, consolidation or modification,
as the case may be, with evidence of
recording thereon, if applicable,
concurrently with the execution and delivery
of this Agreement solely because of a delay
caused by the public recording
office where such Mortgage, Assignments of
Mortgage or assumption, consolidation
or modification, as the case may be, has
been delivered for recordation, the
Depositor shall deliver or cause to be
delivered to the Trustee written notice
stating that such Mortgage or assumption,
consolidation or modification, as the
case may be, has been delivered to the
appropriate public recording office for
recordation. Thereafter, the Depositor
shall deliver or cause to be delivered to
the Trustee such Mortgage, Assignments of
Mortgage or assumption, consolidation
or modification, as the case may be, with
evidence of recording indicated
thereon, if applicable, upon receipt
thereof from the public recording office.
To the extent any required endorsement is
not contained on a Mortgage Note or an
Assignment of Mortgage, the Depositor shall
make or cause such endorsement to be
made.
With respect to any Mortgage Loan that is not a Co-op Loan, none
of
the Depositor, the Servicer or the Trustee
shall be obligated to cause to be
recorded the Assignment of Mortgage
referred to in this Section 2.01. With
respect to any Co-op Loan, none of the
Depositor, the Servicer or the Trustee
shall be
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obligated to cause to be filed the Form
UCC-3 referred to in this Section 2.01.
In the event that any Assignment of
Mortgage referred to in this Section 2.01 is
not recorded or is improperly recorded, the
Servicer and the Trustee shall have
no liability for any failure to receive or
act on notices related to such
Assignment of Mortgage.
The ownership of each Mortgage Note, the Mortgage and the
contents
of the related Mortgage File is vested in
the Trustee on behalf of the
Certificateholders. 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 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 except as specifically set
forth herein.
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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 three Cap Contracts
(forms
of which are attached hereto as Exhibits
N-1, N-2 and N-3) 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 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 60 days of the
Closing Date; if it has not been received
because of a delay caused by the
public recording office where such Mortgage
has been delivered for recordation,
the Depositor shall deliver or cause to be
delivered to the Trustee written
notice stating that such Mortgage has been
delivered to the appropriate public
recording office for recordation and
thereafter the Depositor shall deliver or
cause to be delivered such Mortgage with
evidence of recording thereon upon
receipt thereof from the public recording
office. The Trustee shall request that
the Seller correct or cure such omission,
defect or other irregularity, or
substitute a Mortgage Loan pursuant to the
provisions of Section 2.03, 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 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
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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
for the performance of 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 or the Servicer
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 pursuant to
any 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. The
Servicer shall provide to the
Depositor any information related to the
Mortgage Loans requested by the
Depositor. It is understood and agreed that
all rights and benefits relating to
the solicitation of any Mortgagors and the
attendant rights, title and interest
in and to the list of Mortgagors and data
relating to their Mortgages shall be
retained by the Servicer.
Within 70 days of the Closing Date, the Trustee 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.
(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
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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 Seller with
respect to the Mortgage Loans contained in
the Sale Agreement were made as of
the Closing Date. To the extent that any
fact, condition or event with respect
to a Mortgage Loan constitutes a breach of
a representation or warranty of the
Seller under the Sale Agreement, the only
right or remedy of the Trustee, the
NIMs Insurer or of any Certificateholder
shall be the Trustee's right to enforce
the obligations of the Seller under any
applicable representation or warranty
made by it. The Trustee acknowledges that
the Depositor shall have no obligation
or liability with respect to any breach of
any representation or warranty with
respect to the Mortgage Loans (except as
set forth in Section 2.03(a)(v)) under
any circumstances.
(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 Seller 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 Seller,
the Trustee shall enforce its rights
under the Sale Agreement for the benefit of
Certificateholders and the NIMs
Insurer. If a breach of the representations
and warranties set forth in the Sale
Agreement exists solely due to the
unenforceability of a Prepayment Charge, the
Trustee 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 Sale 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
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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,
the Seller will, in exchange for such
substitute Mortgage Loan, (i) provide the
applicable Purchase Price for the
affected Mortgage Loan or (ii) within two
years of the Closing Date, substitute
such affected Mortgage Loan with a
Replacement Mortgage Loan. Any such
substitution shall not be effected prior to
the additional delivery to the
Trustee of a Request for Release
substantially in the form of Exhibit I and
shall not be effected unless it is within
two years of the Startup Day. As
provided in the Sale Agreement, the Seller
indemnifies and holds the Trust Fund,
the Trustee, the Depositor, the NIMs
Insurer, the 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 860G(d)(1) of the Code, or (ii) any
REMIC created hereunder to fail to
qualify as a REMIC at any time that any
Certificate is outstanding. In
furtherance of the foregoing, if the Seller
is not a member of MERS and
repurchases a Mortgage Loan which is
registered on the MERS System, the Seller,
at its own expense and without any right of
reimbursement, shall cause MERS to
execute and deliver an assignment of the
Mortgage in recordable form to transfer
the Mortgage from MERS to the Seller and
shall cause such Mortgage to be removed
from registration on the MERS System in
accordance with MERS' rules and
regulations.
With respect to any Mortgage Loan repurchased by the Depositor
pursuant to this Agreement or by the Seller
pursuant to the Sale Agreement, the
principal portion of the funds received by
the Servicer in respect of such
repurchase of a Mortgage Loan will be
considered a Principal Prepayment and
shall be deposited by the Servicer in the
Collection Account pursuant to Section
3.05 and the Servicer shall notify the
Trustee of its receipt of the same. The
Trustee, upon 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 or
the Seller 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, and the Trustee
shall not have any 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 pursuant to the terms of this
Article II in exchange for a Deleted
Mortgage Loan: (i) the Depositor or the
Seller, as applicable, must deliver to
the Trustee (or its custodian) the Mortgage
File for the Replacement Mortgage
Loan containing the documents set forth in
Section 2.01 along with a written
certification certifying as to the
satisfaction by such Mortgage Loan of 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.
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For any month in which the Seller substitutes one or more
Replacement Mortgage Loans for one or more
Deleted Mortgage Loans, the Seller
will determine the amount (if any) by which
the aggregate principal balance of
all such Replacement Mortgage Loans as of
the date of substitution and the
aggregate Prepayment Charges with respect
to such Replacement Mortgage Loans is
less than the aggregate Stated Principal
Balance (after application of the
principal portion of the Scheduled Payment
due in the month of substitution) and
aggregate Prepayment Charges of all such
Deleted Mortgage Loans. An amount equal
to the aggregate of the deficiencies
described in the preceding sentence (such
amount, the "Substitution Adjustment
Amount") plus an amount equal to any
unreimbursed costs, penalties and/or
damages incurred by the Trust Fund in
connection with any violation relating to
such Deleted Mortgage Loan of any
predatory or abusive lending law shall be
remitted by the Seller to the Servicer
for deposit into the Collection Account on
the Determination Date for the
Distribution Date relating to the
Prepayment Period during which the related
Mortgage Loan became required to be
purchased or replaced hereunder.
Notwithstanding any other provision of this Agreement, the right
to
substitute Mortgage Loans pursuant to this
Article II shall be subject to the
additional limitations that no substitution
of a Replacement Mortgage Loan for a
Deleted Mortgage Loan shall be made unless
the Trustee 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 cause the Mortgage Loan Schedule to be amended
in
accordance with the terms of this
Agreement.
The Seller shall give or cause to be given written notice to
the
Certificateholders and the NIMs Insurer
that such substitution has taken place,
shall amend the Mortgage Loan Schedule to
reflect the removal of such Deleted
Mortgage Loan from the terms of this
Agreement and the substitution of the
Replacement Mortgage Loan or Replacement
Mortgage Loans and shall deliver a copy
of such amended Mortgage Loan Schedule to
the NIMs Insurer, the Servicer and the
Trustee. Upon such substitution by the
Seller, such Replacement Mortgage Loan or
Replacement Mortgage Loans shall constitute
part of the Mortgage Pool and shall
be subject in all respects to the terms of
this Agreement and the Sale
Agreement, including all applicable
representations and warranties thereof
included in the Sale Agreement as of the
date of substitution.
(d) It is understood and agreed that the representations,
warranties and indemnification (i) set
forth in this Section 2.03 and (ii) of
the Seller and the Depositor set forth in
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.
(i) The Servicer hereby represents and warrants to the
Depositor and the Trustee as follows, as of the date hereof:
(ii) 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
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any and all business contemplated by this Agreement to be
conducted
by the Servicer in any state in which a Mortgaged Property (or
Underlying Mortgaged Property, in the case of a Co-op Loan) is
located or is otherwise not required under applicable law to
effect
such qualification and, in any event, is in compliance with the
doing business laws of any such state, to the extent necessary
to
ensure its ability to enforce each Mortgage Loan, to service
the
Mortgage Loans in accordance with the terms of this Agreement and
to
perform any of its other obligations under this Agreement in
accordance with the terms hereof.
(iii) 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 author
