<PAGE>
EXHIBIT 4.1
EXECUTION COPY
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-FFH1
<PAGE>
TABLE OF CONTENTS
<Table>
<Caption>
PAGE
<S>
<C>
ARTICLE I
DEFINITIONS..................................................................................
1
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND
WARRANTIES................................. 49
SECTION 2.01.
Conveyance of Mortgage
Loans........................................... 49
SECTION 2.02.
Acceptance by the Trustee of the Mortgage
Loans........................ 52
SECTION 2.03.
Representations, Warranties and Covenants of the
Depositor............. 53
SECTION 2.04.
Representations and Warranties of the
Servicer......................... 57
SECTION 2.05.
Substitutions and Repurchases of Mortgage Loans which are not
"Qualified
Mortgages.".................................................
58
SECTION 2.06.
Authentication and Delivery of
Certificates............................ 58
SECTION 2.07.
REMIC
Elections........................................................
59
SECTION 2.08.
[RESERVED].............................................................
62
SECTION 2.09.
Covenants of the
Servicer.............................................. 62
SECTION 2.10.
[RESERVED].............................................................
63
SECTION 2.11.
Permitted Activities of the
Trust...................................... 63
SECTION 2.12.
Qualifying Special Purpose
Entity...................................... 63
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS............................................... 63
SECTION 3.01.
Servicer to Service Mortgage
Loans..................................... 63
SECTION 3.02.
Servicing and Subservicing; Enforcement of the Obligations of
Servicer...............................................................
65
SECTION 3.03.
Rights of the Depositor and the Trustee in Respect of the
Servicer...............................................................
65
SECTION 3.04.
Trustee to Act as
Servicer............................................. 66
SECTION 3.05.
Collection of Mortgage Loan Payments; Collection Account;
Certificate
Account....................................................
66
SECTION 3.06.
Collection of Taxes, Assessments and Similar Items; Escrow
Accounts...............................................................
70
SECTION 3.07.
Access to Certain Documentation and Information Regarding the
Mortgage
Loans.........................................................
70
SECTION 3.08.
Permitted Withdrawals from the Collection Account and
Certificate
Account....................................................
70
SECTION 3.09.
[RESERVED].............................................................
73
SECTION 3.10.
Maintenance of Hazard
Insurance........................................ 73
SECTION 3.11.
Enforcement of Due-On-Sale Clauses; Assumption
Agreements.............. 74
SECTION 3.12.
Realization Upon Defaulted Mortgage Loans; Determination of
Excess
Proceeds........................................................
75
SECTION 3.13.
Trustee to Cooperate; Release of Mortgage
Files........................ 77
SECTION 3.14.
Documents, Records and Funds in Possession of Servicer to be
Held for the
Trustee...................................................
79
SECTION 3.15.
Servicing
Compensation.................................................
79
SECTION 3.16.
Access to Certain
Documentation........................................ 80
SECTION 3.17.
Annual Statement as to
Compliance...................................... 80
SECTION 3.18.
Annual Independent Public Accountants' Servicing Statement;
Financial
Statements...................................................
80
</Table>
i
<PAGE>
TABLE OF CONTENTS
(continued)
<Table>
<S>
<C>
SECTION 3.19.
Rights of the NIMs
Insurer............................................. 80
SECTION 3.20.
Periodic
Filings.......................................................
80
SECTION 3.21.
Annual Certificate by
Trustee.......................................... 81
SECTION 3.22.
Annual Certificate by
Servicer......................................... 82
SECTION 3.23.
Prepayment Charge Reporting
Requirements............................... 83
SECTION 3.24.
Statements to
Trustee..................................................
83
SECTION 3.25.
Indemnification........................................................
83
SECTION 3.26.
Nonsolicitation........................................................
84
SECTION 3.27.
[RESERVED].............................................................
84
SECTION 3.28.
High Cost Mortgage
Loans............................................... 84
SECTION 3.29.
Interim Servicing Period
Responsibilities.............................. 84
ARTICLE IV
DISTRIBUTIONS................................................................................
85
SECTION 4.01.
Advances...............................................................
85
SECTION 4.02.
Reduction of Servicing Compensation in Connection with
Prepayment Interest
Shortfalls......................................... 86
SECTION 4.03.
Distributions on the REMIC
Interests................................... 86
SECTION 4.04.
Distributions..........................................................
86
SECTION 4.05.
Monthly Statements to
Certificateholders............................... 92
ARTICLE V
THE
CERTIFICATES.............................................................................
96
SECTION 5.01.
The
Certificates.......................................................
96
SECTION 5.02.
Certificate Register; Registration of Transfer and Exchange of
Certificates...........................................................
97
SECTION 5.03.
Mutilated, Destroyed, Lost or Stolen
Certificates...................... 100
SECTION 5.04.
Persons Deemed
Owners..................................................
100
SECTION 5.05.
Access to List of Certificateholders' Names and
Addresses.............. 101
SECTION 5.06.
Book-Entry
Certificates................................................
101
SECTION 5.07.
Notices to
Depository..................................................
102
SECTION 5.08.
Definitive
Certificates................................................
102
SECTION 5.09.
Maintenance of Office or
Agency........................................ 102
ARTICLE VI
THE DEPOSITOR AND THE
SERVICER...............................................................
103
SECTION 6.01.
Respective Liabilities of the Depositor and the
Servicer............... 103
SECTION 6.02.
Merger or Consolidation of the Depositor or the
Servicer............... 103
SECTION 6.03.
Limitation on Liability of the Depositor, the Servicer and
Others......
103
SECTION 6.04.
Limitation on Resignation of
Servicer.................................. 104
SECTION 6.05.
Errors and Omissions Insurance; Fidelity
Bonds......................... 104
ARTICLE VII
DEFAULT; TERMINATION OF
SERVICER.............................................................
104
SECTION 7.01.
Events of
Default......................................................
104
SECTION 7.02.
Trustee to Act; Appointment of
Successor............................... 106
SECTION 7.03.
Notification to
Certificateholders.....................................
106
ARTICLE VIII CONCERNING
THE TRUSTEE
......................................................................
107
SECTION 8.01.
Duties of the
Trustee..................................................
107
SECTION 8.02.
Certain Matters Affecting the
Trustee.................................. 108
SECTION 8.03.
Trustee Not Liable for Mortgage
Loans.................................. 109
</Table>
ii
<PAGE>
TABLE OF CONTENTS
(continued)
<Table>
<S>
<C>
SECTION 8.04.
Trustee May Own
Certificates...........................................
109
SECTION 8.05.
Trustee's Fees and
Expenses............................................ 110
SECTION 8.06.
Indemnification of
Trustee............................................. 110
SECTION 8.07.
Eligibility Requirements for
Trustee................................... 111
SECTION 8.08.
Resignation and Removal of
Trustee..................................... 111
SECTION 8.09.
Successor
Trustee......................................................
112
SECTION 8.10.
Merger or Consolidation of
Trustee..................................... 112
SECTION 8.11.
Appointment of Co-Trustee or Separate
Trustee.......................... 112
SECTION 8.12.
Tax
Matters............................................................
113
ARTICLE IX
TERMINATION..................................................................................
116
SECTION 9.01.
Termination upon Liquidation or Repurchase of all Mortgage
Loans.......
116
SECTION 9.02.
Final Distribution on the
Certificates................................. 117
SECTION 9.03.
Additional Termination
Requirements.................................... 118
ARTICLE X
MISCELLANEOUS
PROVISIONS.....................................................................
119
SECTION 10.01.
Amendment..............................................................
119
SECTION 10.02.
Counterparts...........................................................
121
SECTION 10.03.
Governing
Law..........................................................
121
SECTION 10.04.
Intention of
Parties...................................................
121
SECTION 10.05.
Notices................................................................
121
SECTION 10.06.
Severability of
Provisions.............................................
122
SECTION 10.07.
Assignment; Advance
Facility........................................... 122
SECTION 10.08.
Limitation on Rights of
Certificateholders............................. 123
SECTION 10.09. Inspection and Audit
Rights............................................ 124
SECTION 10.10.
Certificates Nonassessable and Fully
Paid.............................. 124
SECTION 10.11.
Third Party
Rights.....................................................
125
SECTION 10.12.
Additional Rights of the NIMs
Insurer.................................. 125
</Table>
iii
<PAGE>
TABLE OF CONTENTS
(continued)
<Table>
<S>
<C>
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 CONTRACT
EXHIBIT O-2
ONE MONTH LIBOR CAP TABLE - CLASS A-2 CAP CONTRACT
EXHIBIT O-3
ONE MONTH LIBOR CAP TABLE - SUBORDINATED CERTIFICATE CAP
CONTRACT
EXHIBIT P
SCHEDULE OF INTERIM SERVICED LOANS
</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 (other than the
principal portion of any Balloon Amount),
less the aggregate amount of any such
Delinquent payments that the Servicer has
determined would constitute a
Non-Recoverable Advance were an advance to
be made with respect thereto;
provided, however, that with respect to any
Mortgage Loan which is not a first
lien Mortgage Loan that is 150 days
delinquent or more (whether or not the
Mortgage Loan has been converted to an REO
Property), there will be no
obligation to make advances and, provided
further, however, that with respect to
any Mortgage Loan that has been converted
to an REO Property which is less than
150 days delinquent, the obligation to make
Advances shall only be to payments
of interest.
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 M-6 Certificate Principal
Balance, the Class B-1 Certificate
Principal Balance, the Class B-2 Certificate
Principal Balance, the Class B-3
Certificate Principal Balance and the Class B-4
Certificate Principal Balance, in each case
as of such date of determination.
Agreement: This Pooling and Servicing Agreement and any and all
amendments or supplements hereto made in
accordance with the terms herein.
Applied Realized Loss Amount: With respect to any Distribution
Date,
the amount, if any, by which, the sum of
(i) the Aggregate Certificate Principal
Balance and (ii) the Class C Certificate
Principal Balance after distributions
of principal on such Distribution Date
exceeds the aggregate Stated Principal
Balance of the Mortgage Loans as of such
Distribution Date.
Appraised Value: With respect to a Mortgage Loan the proceeds of
which
were used to purchase the related Mortgaged
Property (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
-2-
<PAGE>
(or the related residential dwelling unit
in the Underlying Mortgaged Property
in the case of a Co-op Loan) at such time
of origination. With respect to a
Mortgage Loan the proceeds of which were
used to refinance an existing mortgage
loan, the "Appraised Value" is the
appraised value of the Mortgaged Property (or
the related residential dwelling unit in
the Underlying Mortgaged Property in
the case of a Co-op Loan) based upon the
appraisal obtained at the time of
refinancing.
Assignment of Mortgage: An assignment of the Mortgage, notice
of
transfer (or UCC-3 assignment (or
equivalent instrument) with respect to each
Co-op Loan) or equivalent instrument, in
recordable form (except in the case of
a Co-op Loan) (except for the name of the
assignee if such Mortgage Loan is
endorsed in blank), sufficient under the
laws of the jurisdiction where the
related Mortgaged Property (or Underlying
Mortgaged Property, in the case of a
Co-op Loan) is located to reflect of record
the sale and assignment of the
Mortgage Loan to the Trustee, which
assignment, notice of transfer or equivalent
instrument may, if permitted by law, be in
the form of one or more blanket
assignments covering Mortgages secured by
Mortgaged Properties located in the
same county.
Auction: The one-time auction conducted by the Trustee, as
described in
Section 9.01(b) hereof.
Auction Date: The date on which the Auction occurs.
Available Funds Cap: Any of the Class A-1 Available Funds Cap,
the
Class A-2 Available Funds Cap or the
Subordinated Certificate Available Funds
Cap.
Balloon Loan: A Mortgage Loan having an original term to stated
maturity of approximately 15 years which
provides for level monthly payments of
principal and interest based on a 30-year
amortization schedule, with a balloon
payment of the remaining outstanding
principal balance due on such Mortgage Loan
at its stated maturity.
Book-Entry Certificates: Any of the Certificates that shall be
registered in the name of the Depository or
its nominee, the ownership of which
is reflected on the books of the Depository
or on the books of a Person
maintaining an account with the Depository
(directly, as a "Depository
Participant," or indirectly, as an indirect
participant in accordance with the
rules of the Depository and as described in
Section 5.06). As of the Closing
Date, each of the Class A (other than the
Class R Certificate), Class M and
Class B Certificates constitutes a Class of
Book-Entry Certificates.
Business Day: Any day other than (1) a Saturday or a Sunday, or (2)
a
day on which banking institutions in the
State of California, State of Maryland,
State of Minnesota, State of Oregon and in
the City of New York, New York are
authorized or obligated by law or executive
order to be closed.
Cap 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-FFH1."
Funds in the Cap Contract Account shall be
held in trust for the Trust Fund for
the uses and purposes set forth in this
Agreement.
Cap Contract Counterparty: The Royal Bank of Scotland plc.
Cap Contract Notional Balance: Any of the Class A-1 Cap
Contract
Notional Balance, the Class A-2 Cap
Contract Notional Balance or the
Subordinated Certificate Cap Contract
Notional Balance.
-3-
<PAGE>
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-FFH1." Funds in
the Certificate Account shall be held in
trust for the Certificateholders for
the uses and purposes set forth in this
Agreement.
Certificate Group: Either of Certificate Group One or Certificate
Group
Two.
Certificate Group One: The Class A-1A, Class A-1B and Class R
Certificates. For purposes of Section 2.07
hereof, Certificate Group One shall
be related to Group One.
Certificate Group Two: The Class A-2A, Class A-2B 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
-4-
<PAGE>
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.
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)
51.00% 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 confirmation and agreement dated as of
May
26, 2005, as amended from time to time,
with a reference number of
IRG6756975.2A.2B and any related
confirmation thereto, between the Trustee
solely on behalf of the Trust Fund and the
Cap Contract Counterparty
(substantially in the form of Exhibit N-1
hereto).
Class A-1 Cap Contract Notional Balance: With respect to any
Distribution Date, the lesser of (a) the
notional balance set forth for such
Distribution Date in the Class A-1
One-Month LIBOR Cap Table attached hereto as
Exhibit O-1 and (b) the aggregate
Certificate Principal Balance of the Class A-1
Certificates immediately prior to the
related "Floating Rate Payer Payment Date"
(as defined in the Class A-1 Cap
Contract).
Class A-1 Cap Contract Termination Date: The Distribution Date in
April
2008.
Class A-1 Certificates: Any of the Class A-1A and Class A-1B
Certificates.
-5-
<PAGE>
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%.
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
9.750% 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, 0.240%
per annum and, as of any Distribution
Date after the Optional Termination Date,
0.480% per annum.
Class A-1A Pass-Through Rate: For the first Distribution Date,
3.34063%
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
-6-
<PAGE>
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.
Class A-1B Margin: As of any Distribution Date up to and including
the
Initial Optional Termination Date for the
Certificates, 0.290% per annum and, as
of any Distribution Date after the Optional
Termination Date, 0.580% per annum.
Class A-1B Pass-Through Rate: For the first Distribution Date,
3.39063%
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 confirmation and agreement dated as of
May
26, 2005, as amended from time to time,
with a reference number of
IRG6756977.2A.2B and any related
confirmation thereto, between the Trustee
solely on behalf of the Trust Fund and the
Cap Contract Counterparty
(substantially in the form of Exhibit N-2
hereto).
Class A-2 Cap Contract Notional Balance: With respect to any
Distribution Date, the lesser of (a) the
notional balance set forth for such
Distribution Date in the Class A-2
One-Month LIBOR Cap Table attached hereto as
Exhibit O-2 and (b) the aggregate
Certificate Principal Balance of the Class A-2
Certificates immediately prior to the
related "Floating Rate Payer Payment Date"
(as defined in the Class A-2 Cap
Contract).
Class A-2 Cap Contract Termination Date: The Distribution Date
in
October 2007.
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
9.250% per annum.
-7-
<PAGE>
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.
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,
3.20063%
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, 0.250% per annum and, as
of any Distribution Date after the Initial
Optional Termination Date, 0.500% per
annum.
-8-
<PAGE>
Class A-2B Pass-Through Rate: For the first Distribution Date,
3.35063%
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 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, 0.400% per annum and, as
of any Distribution Date after the Initial
Optional Termination Date, 0.800% per
annum.
Class A-2C Pass-Through Rate: For the first Distribution Date,
3.50063%
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.
-9-
<PAGE>
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, 1.350% per annum and, as
of any Distribution Date after the Initial
Optional Termination Date, 2.025% per
annum.
Class B-1 Pass-Through Rate: For the first Distribution Date,
4.45063%
per annum. As of any Distribution Date
thereafter, the lesser of (1) One-Month
LIBOR plus the Class B-1 Margin and (2) the
Subordinated Certificate Available
Funds Cap for such Distribution Date.
Class B-1 Principal Distribution Amount: With respect to any
Distribution Date on or after the Stepdown
Date, 100% of the Principal
Distribution Amount for such Distribution
Date if the Class A Certificate
Principal Balance and the Class M
Certificate Principal Balance have been
reduced to zero and a Stepdown Trigger
Event exists, or as long as a Stepdown
Trigger Event does not exist, the excess of
(1) the sum of (A) the Class A
Certificate Principal Balance (after taking
into account distributions of the
Class A Principal Distribution Amount on
such Distribution Date), (B) the Class
M-1 Certificate Principal Balance (after
taking into account distributions of
the Class M-1 Principal Distribution Amount
on such Distribution Date), (C) the
Class M-2 Certificate Principal Balance
(after taking into account distributions
of the Class M-2 Principal Distribution
Amount on such Distribution Date), (D)
the Class M-3 Certificate Principal Balance
(after taking into account
distributions of the Class M-3 Principal
Distribution Amount on such
Distribution Date), (E) the Class M-4
Certificate Principal Balance (after
taking into account distributions of the
Class M-4 Principal Distribution Amount
on such Distribution Date), (F) the Class
M-5 Certificate Principal Balance
(after taking into account distributions of
the Class M-5 Principal Distribution
Amount on such Distribution Date), (G) the
Class M-6 Certificate Principal
Balance (after taking into account
distributions of the Class M-6 Principal
Distribution Amount on such Distribution
Date) and (H) the Class B-1 Certificate
Principal Balance immediately prior to such
Distribution Date over (2) the
lesser of (A) 88.90% 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.
-10-
<PAGE>
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 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, 1.550% per annum and, as
of any Distribution Date after the Initial
Optional Termination Date, 2.325% per
annum.
Class B-2 Pass-Through Rate: For the first Distribution Date,
4.65063%
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 M-6 Certificate Principal Balance
(after taking into account distributions
of the Class M-6 Principal Distribution
Amount on such Distribution Date), (H)
the Class B-1 Certificate Principal Balance
(after taking into account
distributions of the Class B-1 Principal
Distribution Amount on such
Distribution Date) and (I) the Class B-2
Certificate Principal Balance
immediately prior to such Distribution Date
over (2) the lesser of (A) 92.50% of
the Stated Principal Balances of the
Mortgage Loans as of the end of the
immediately preceding Due Period and (B)
the excess of the Stated Principal
Balances 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
-11-
<PAGE>
Distribution Amount will equal the lesser
of (x) the outstanding Certificate
Principal Balance of the Class B-2
Certificates and (y) 100% of the Principal
Distribution Amount remaining after any
distributions on such Class A, Class M
and Class B-1 Certificates and (II) in no
event will the Class B-2 Principal
Distribution Amount with respect to any
Distribution Date exceed the Class B-2
Certificate Principal Balance.
Class B-2 Unpaid Realized Loss Amount: As of any Distribution Date,
the
excess of (1) the Class B-2 Applied
Realized Loss Amount over (2) the sum of (x)
all distributions in reduction of the Class
B-2 Unpaid Realized Loss Amounts on
all previous Distribution Dates and (y) all
increases in the Certificate
Principal Balance of such Class B-2
Certificates pursuant to the last sentence
of the definition of "Certificate Principal
Balance."
Class B-3 Applied Realized Loss Amount: As of any Distribution
Date,
the sum of all Applied Realized Loss
Amounts with respect to the Mortgage Loans
which have been applied to the reduction of
the Certificate Principal Balance of
the Class B-3 Certificates.
Class B-3 Certificate: Any Certificate designated as a "Class
B-3
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class B-3 Certificate Principal Balance: As of any date of
determination, the aggregate Certificate
Principal Balance of the Class B-3
Certificates.
Class B-3 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period
at the Class B-3 Pass-Through Rate on
the Class B-3 Certificate Principal Balance
as of such Distribution Date plus
the portion of any previous distributions
on such Class in respect of 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, 2.250% per annum and, as
of any Distribution Date after the Initial
Optional Termination Date, 3.375% per
annum.
Class B-3 Pass-Through Rate: For the first Distribution Date,
5.35063%
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
-12-
<PAGE>
Distribution Date), (C) the Class M-2
Certificate Principal Balance (after
taking into account distributions of the
Class M-2 Principal Distribution Amount
on such Distribution Date), (D) the Class
M-3 Certificate Principal Balance
(after taking into account distributions of
the Class M-3 Principal Distribution
Amount on such Distribution Date), (E) the
Class M-4 Certificate Principal
Balance (after taking into account
distributions of the Class M-4 Principal
Distribution Amount on such Distribution
Date), (F) the Class M-5 Certificate
Principal Balance (after taking into
account distributions of the Class M-5
Principal Distribution Amount on such
Distribution Date), (G) the Class M-6
Certificate Principal Balance (after taking
into account distributions of the
Class M-6 Principal Distribution Amount on
such Distribution Date), (H) the
Class B-1 Certificate Principal Balance
(after taking into account distributions
of the Class B-1 Principal Distribution
Amount on such Distribution Date), (I)
the Class B-2 Certificate Principal Balance
(after taking into account
distributions of the Class B-2 Principal
Distribution Amount on such
Distribution Date) and (J) the Class B-3
Certificate Principal Balance
immediately prior to such Distribution Date
over (2) the lesser of (A) 94.20% 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 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 or Interest Carry Forward
-13-
<PAGE>
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, 3.250% per annum, and, as of any
Distribution Date after the Optional
Termination Date, 4.875% per annum.
Class B-4 Pass-Through Rate: For the first Distribution Date,
6.35063%
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 M-1
Principal Distribution Amount on such
Distribution Date), (C) the Class M-2
Certificate Principal Balance (after taking
into account distributions of the
Class M-2 Principal Distribution Amount on
such Distribution Date), (D) the
Class M-3 Certificate Principal Balance
(after taking into account distributions
of the Class M-3 Principal Distribution
Amount on such Distribution Date), (E)
the Class M-4 Certificate Principal Balance
(after taking into account
distributions of the Class M-4 Principal
Distribution Amount on such
Distribution Date), (F) the Class M-5
Certificate Principal Balance (after
taking into account distributions of the
Class M-5 Principal Distribution Amount
on such Distribution Date), (G) the Class
M-6 Certificate Principal Balance
(after taking into account distributions of
the Class M-6 Principal Distribution
Amount on such Distribution Date), (H) the
Class B-1 Certificate Principal
Balance (after taking into account
distributions of the Class B-1 Principal
Distribution Amount on such Distribution
Date), (I) the Class B-2 Certificate
Principal Balance (after taking into
account distributions of the Class B-2
Principal Distribution Amount on such
Distribution Date), (J) the Class B-3
Certificate Principal Balance (after taking
into account distributions of the
Class B-3 Principal Distribution Amount on
such Distribution Date) and (K) the
Class B-4 Certificate Principal Balance
immediately prior to such Distribution
Date over (2) the lesser of (A) 95.60% 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,
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."
-14-
<PAGE>
Class C Applied Realized Loss Amount: As of any Distribution Date,
the
sum of all Applied Realized Loss Amounts
with respect to the Mortgage Loans
which have been applied to the reduction of
the Certificate Principal Balance of
the Class C Certificates.
Class C Certificate: Any Certificate designated as a "Class C
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class C Certificate Principal Balance: As of any date of
determination,
the aggregate Certificate Principal Balance
of the Class C Certificates.
Class C Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period
at the Class C Distributable Interest
Rate on a notional amount equal to 99.95%
of the aggregate principal balance of
the Lower Tier REMIC Regular Interests
immediately prior to such Distribution
Date (such amount of interest representing
a "specified portion" (within the
meaning of Treasury Regulations Section
1.860G-1(a)(2)(i)(C)) of interest
payments on the Lower Tier REMIC Regular
Interests (other than the Class LTII1B
Interest and the Class LTII2B Interest)),
plus the interest portion of any
previous distributions on such Class that
is recovered as a voidable preference
by a trustee in bankruptcy, less any
Non-Supported Interest Shortfall allocated
on such Distribution Date to the Class C
Certificates.
Class C Distributable Interest Rate: The excess, if any, of (a)
the
weighted average of the interest rates on
the Lower Tier REMIC Regular Interests
over (b) two times the weighted average of
the interest rates on the Lower Tier
REMIC I Marker Interests and the Class LTIX
Interest (treating for purposes of
this clause (b) the interest rate on each
of the Lower Tier REMIC I Marker
Interests as being subject to a cap and a
floor equal to the interest rate of
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.
-15-
<PAGE>
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.
Class LTB-4 Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal
balance equal to 1/4 of the initial
principal balance of its Corresponding
Certificate and an interest rate equal to
the Net Rate.
Class LTIX Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal
balance equal to the excess of (i) 50% of
the aggregate Cut-off Date Principal
Balance of the Mortgage Loans over (ii) the
initial principal balance of the Lower Tier
REMIC I Marker Interests, and with
an interest rate equal to the Net Rate.
Class LTIIX Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal
balance equal to the excess of (i) 50% of
the aggregate Cut-off Date Principal
Balance of the Mortgage Loans over (ii) the
initial principal balance of the Lower Tier
REMIC II Marker Interests, and with
an interest rate equal to the Net Rate.
Class LTII1A Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal
balance equal to 0.05% of the excess of (i)
the aggregate Cut-off Date Principal
Balance of the Group One Mortgage Loans
over (ii) the aggregate of the initial
Certificate Principal Balances of
Certificate Group One, and with an interest
rate equal to the Net Rate.
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.
-16-
<PAGE>
Class LTM-1 Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal
balance equal to 1/4 of the initial
principal balance of its Corresponding
Certificate and an interest rate equal to
the Net Rate.
Class LTM-2 Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal
balance equal to 1/4 of the initial
principal balance of its Corresponding
Certificate and an interest rate equal to
the Net Rate.
Class LTM-3 Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal
balance equal to 1/4 of the initial
principal balance of its Corresponding
Certificate and an interest rate equal to
the Net Rate.
Class LTM-4 Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal
balance equal to 1/4 of the initial
principal balance of its Corresponding
Certificate and an interest rate equal to
the Net Rate.
Class LTM-5 Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal
balance equal to 1/4 of the initial
principal balance of its Corresponding
Certificate and an interest rate equal to
the Net Rate.
Class LTM-6 Interest: An uncertificated regular interest in the
Lower
Tier REMIC with an initial principal
balance equal to 1/4 of the initial
principal balance of its Corresponding
Certificate and an interest rate equal to
the Net Rate.
Class LTR Interest: The sole class of "residual interest" in the
Lower
Tier REMIC.
Class M
Certificates: Any of the Class M-1, Class M-2, Class M-3, Class
M-4, Class M-5 or Class M-6
Certificates.
Class M Certificate Principal Balance: For any date of
determination,
the sum of the Class M-1 Certificate
Principal Balance, Class M-2 Certificate
Principal Balance, Class M-3 Certificate
Principal Balance, Class M-4
Certificate Principal Balance, Class M-5
Certificate Principal Balance and Class
M-6 Certificate Principal Balance.
Class M-1 Applied Realized Loss Amount: As of any Distribution
Date,
the sum of all Applied Realized Loss
Amounts with respect to the Mortgage Loans
which have been applied to the reduction of
the Certificate Principal Balance of
the Class M-1 Certificates.
Class M-1 Certificate: Any Certificate designated as a "Class
M-1
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class M-1 Certificate Principal Balance: As of any date of
determination, the aggregate Certificate
Principal Balance of the Class M-1
Certificates.
Class M-1 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period
at the Class M-1 Pass-Through Rate on
the Class M-1 Certificate Principal Balance
as of such Distribution Date plus
the portion of any previous distributions
on such Class in respect of 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.
-17-
<PAGE>
Class M-1 Interest Carry Forward Amount: As of any Distribution
Date,
the sum of (1) the excess of (A) the Class
M-1 Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
M-1 Certificates with respect to 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, 0.450% per annum and, as
of any Distribution Date after the Initial
Optional Termination Date, 0.675% per
annum.
Class M-1 Pass-Through Rate: For the first Distribution Date,
3.55063%
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) 63.30% 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 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
-18-
<PAGE>
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, 0.520% per annum and, as
of any Distribution Date after the Initial
Optional Termination Date, 0.780% per
annum.
Class M-2 Pass-Through Rate: For the first Distribution Date,
3.62063%
per annum. As of any Distribution Date
thereafter, the lesser of (1) One-Month
LIBOR plus the Class M-2 Margin and (2) the
Subordinated Certificate Available
Funds Cap for such Distribution Date.
Class M-2 Principal Distribution Amount: With respect to any
Distribution Date on or after the Stepdown
Date, 100% of the Principal
Distribution Amount for such Distribution
Date if the Class A Certificate
Principal Balance and the Class M-1
Certificate Principal Balance have been
reduced to zero and a Stepdown Trigger
Event exists, or as long as a Stepdown
Trigger Event does not exist, the excess of
(1) the sum of (A) the Class A
Certificate Principal Balance (after taking
into account distributions of the
Class A Principal Distribution Amount on
such Distribution Date), (B) the Class
M-1 Certificate Principal Balance (after
taking into account distributions of
the Class M-1 Principal Distribution Amount
on such Distribution Date) and (C)
the Class M-2 Certificate Principal Balance
immediately prior to such
Distribution Date over (2) the lesser of
(A) 69.40% 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-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.
-19-
<PAGE>
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, 0.580% per annum and, as
of any Distribution Date after the Initial
Optional Termination Date, 0.870% per
annum.
Class M-3 Pass-Through Rate: For the first Distribution Date,
3.68063%
per annum. As of any Distribution Date
thereafter, the lesser of (1) One-Month
LIBOR plus the Class M-3 Margin and (2) the
Subordinated Certificate Available
Funds Cap for such Distribution Date.
Class M-3 Principal Distribution Amount: With respect to any
Distribution Date on or after the Stepdown
Date, 100% of the Principal
Distribution Amount for such Distribution
Date if the Class A Certificate
Principal Balance, Class M-1 Certificate
Principal Balance and Class M-2
Certificate Principal Balance have been
reduced to zero and a Stepdown Trigger
Event exists, or as long as a Stepdown
Trigger Event does not exist, the excess
of (1) the sum of (A) the Class A
Certificate Principal Balance (after taking
into account distributions of the Class A
Principal Distribution Amount on such
Distribution Date), (B) the Class M-1
Certificate Principal Balance (after
taking into account distributions of the
Class M-1 Principal Distribution Amount
on such Distribution Date), (C) the Class
M-2 Certificate Principal Balance
(after taking into account distributions of
the Class M-2 Principal Distribution
Amount on such Distribution Date) and (D)
the Class M-3 Certificate Principal
Balance immediately prior to such
Distribution Date over (2) the lesser of (A)
73.50% of the Stated Principal Balances of
the Mortgage Loans as of the end of
the immediately preceding Due Period and
(B) the excess of the Stated Principal
Balances for the Mortgage Loans as of the
end of the immediately preceding Due
Period over the Minimum Required
Overcollateralization Amount. Notwithstanding
the foregoing, (I) on any Distribution Date
prior to the Stepdown Date on which
the Certificate Principal Balance of each
Class of Class A Certificates, Class
M-1 Certificates and 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."
-20-
<PAGE>
Class M-4 Applied Realized Loss Amount: As of any Distribution
Date,
the sum of all Applied Realized Loss
Amounts with respect to the Mortgage Loans
which have been applied to the reduction of
the Certificate Principal Balance of
the Class M-4 Certificates.
Class M-4 Certificate: Any Certificate designated as a "Class
M-4
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class M-4 Certificate Principal Balance: As of any date of
determination, the aggregate Certificate
Principal Balance of the Class M-4
Certificates.
Class M-4 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period
at the Class M-4 Pass-Through Rate on
the Class M-4 Certificate Principal Balance
as of such Distribution Date plus
the portion of any previous distributions
on such Class in respect of 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.
Class M-4 Margin: As of any Distribution Date up to and including
the
Initial Optional Termination Date for the
Certificates, 0.720% per annum and, as
of any Distribution Date after the Initial
Optional Termination Date, 1.080% per
annum.
Class M-4 Pass-Through Rate: For the first Distribution Date,
3.82063%
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) 77.50% of
the Stated Principal Balances of the
Mortgage Loans as of the end of the
immediately preceding Due Period and (B)
the excess of the Stated Principal
Balances for the Mortgage Loans as of the
end of the immediately preceding Due
Period over the Minimum Required
Overcollateralization Amount. Notwithstanding
the foregoing, (I) on any Distribution Date
prior to the Stepdown Date on which
the Certificate Principal Balance of each
Class of Class A Certificates, Class
M-1 Certificates, Class M-2 Certificates
and 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
-21-
<PAGE>
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-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, 0.770% per annum and, as
of any Distribution Date after the Initial
Optional Termination Date, 1.155% per
annum.
Class M-5 Pass-Through Rate: For the first Distribution Date,
3.87063%
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
-22-
<PAGE>
Date), (D) the Class M-3 Certificate
Principal Balance (after taking into
account distributions of the Class M-3
Principal Distribution Amount on such
Distribution Date), (E) the Class M-4
Certificate Principal Balance (after
taking into account distributions of the
Class M-4 Principal Distribution Amount
on such Distribution Date) and (F) the
Class M-5 Certificate Principal Balance
immediately prior to such Distribution Date
over (2) the lesser of (A) 81.60% of
the Stated Principal Balances of the
Mortgage Loans as of the end of the
immediately preceding Due Period and (B)
the excess of the Stated Principal
Balances for the Mortgage Loans as of the
end of the immediately preceding Due
Period over the Minimum Required
Overcollateralization Amount. Notwithstanding
the foregoing, (I) on any Distribution Date
prior to the Stepdown Date on which
the Certificate Principal Balance of each
Class of Class A Certificates, Class
M-1 Certificates, Class M-2 Certificates,
Class M-3 Certificates and Class M-4
Certificates has been reduced to zero, the
Class M-5 Principal Distribution
Amount will equal the lesser of (x) the
outstanding Certificate Principal
Balance of the Class M-5 Certificates and
(y) 100% of the Principal Distribution
Amount remaining after any distributions on
such Class A, Class M-1, Class M-2,
Class M-3 and Class M-4 Certificates and
(II) in no event will the Class M-5
Principal Distribution Amount with respect
to any Distribution Date exceed the
Class M-5 Certificate Principal
Balance.
Class M-5 Unpaid Realized Loss Amount: As of any Distribution Date,
the
excess of (1) the Class M-5 Applied
Realized Loss Amount over (2) the sum of (x)
all distributions in reduction of the Class
M-5 Unpaid Realized Loss Amounts on
all previous Distribution Dates and (y) all
increases in the Certificate
Principal Balance of such Class M-5
Certificates pursuant to the last sentence
of the definition of "Certificate Principal
Balance."
Class M-6 Applied Realized Loss Amount: As of any Distribution
Date,
the sum of all Applied Realized Loss
Amounts with respect to the Mortgage Loans
which have been applied to the reduction of
the Certificate Principal Balance of
the Class M-6 Certificates.
Class M-6 Certificate: Any Certificate designated as a "Class
M-6
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class M-6 Certificate Principal Balance: As of any date of
determination, the aggregate Certificate
Principal Balance of the Class M-6
Certificates.
Class M-6 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period
at the Class M-6 Pass-Through Rate on
the Class M-6 Certificate Principal Balance
as of such Distribution Date plus
the portion of any previous distributions
on such Class in respect of Class M-6
Current Interest or a Class M-6 Interest
Carry Forward Amount that is recovered
as a voidable preference by a trustee in
bankruptcy, less any Non-Supported
Interest Shortfall allocated on such
Distribution Date to the Class M-6
Certificates.
Class M-6 Interest Carry Forward Amount: As of any Distribution
Date,
the sum of (1) the excess of (A) the Class
M-6 Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
M-6 Certificates with respect to 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-6 Pass-Through Rate for the
related Accrual Period.
Class M-6 Margin: As of any Distribution Date up to and including
the
Initial Optional Termination Date for the
Certificates, 0.920% per annum and, as
of any Distribution Date after the Initial
Optional Termination Date, 1.380% per
annum.
-23-
<PAGE>
Class M-6 Pass-Through Rate: For the first Distribution Date,
4.02063%
per annum. As of any Distribution Date
thereafter, the lesser of (1) One-Month
LIBOR plus the Class M-6 Margin and (2) the
Subordinated Certificate Available
Funds Cap for such Distribution Date.
Class M-6 Principal Distribution Amount: With respect to any
Distribution Date on or after the Stepdown
Date, 100% of the Principal
Distribution Amount for such Distribution
Date if the Class A Certificate
Principal Balance, Class M-1 Certificate
Principal Balance, Class M-2
Certificate Principal Balance, Class M-3
Certificate Principal Balance, Class
M-4 Certificate Principal Balance and Class
M-5 Certificate Principal Balance
have been reduced to zero and a Stepdown
Trigger Event exists, or as long as a
Stepdown Trigger Event does not exist, the
excess of (1) the sum of (A) the
Class A Certificate Principal Balance
(after taking into account distributions
of the Class A Principal Distribution
Amount on such Distribution Date), (B) the
Class M-1 Certificate Principal Balance
(after taking into account distributions
of the Class M-1 Principal Distribution
Amount on such Distribution Date), (C)
the Class M-2 Certificate Principal Balance
(after taking into account
distributions of the Class M-2 Principal
Distribution Amount on such
Distribution Date), (D) the Class M-3
Certificate Principal Balance (after
taking into account distributions of the
Class M-3 Principal Distribution Amount
on such Distribution Date), (E) the Class
M-4 Certificate Principal Balance
(after taking into account distributions of
the Class M-4 Principal Distribution
Amount on such Distribution Date), (F) the
Class M-5 Certificate Principal
Balance (after taking into account
distributions of the Class M-5 Principal
Distribution Amount on such Distribution
Date) and (G) the Class M-6 Certificate
Principal Balance immediately prior to such
Distribution Date over (2) the
lesser of (A) 85.20% of the Stated
Principal Balances of the Mortgage Loans as
of the end of the immediately preceding Due
Period and (B) the excess of the
Stated Principal Balances for the Mortgage
Loans as of the end of the
immediately preceding Due Period over the
Minimum Required Overcollateralization
Amount. Notwithstanding the foregoing, (I)
on any Distribution Date prior to the
Stepdown Date on which the Certificate
Principal Balance of each Class of Class
A Certificates, Class M-1 Certificates,
Class M-2 Certificates, Class M-3
Certificates, Class M-4 Certificates and
Class M-5 Certificates has been reduced
to zero, the Class M-6 Principal
Distribution Amount will equal the lesser of
(x) the outstanding Certificate Principal
Balance of the Class M-6 Certificates
and (y) 100% of the Principal Distribution
Amount remaining after any
distributions on such Class A, Class M-1,
Class M-2, Class M-3, Class M-4 and
Class M-5 Certificates and (II) in no event
will the Class M-6 Principal
Distribution Amount with respect to any
Distribution Date exceed the Class M-6
Certificate Principal Balance.
Class M-6 Unpaid Realized Loss Amount: As of any Distribution Date,
the
excess of (1) the Class M-6 Applied
Realized Loss Amount over (2) the sum of (x)
all distributions in reduction of the Class
M-6 Unpaid Realized Loss Amounts on
all previous Distribution Dates and (y) all
increases in the Certificate
Principal Balance of such Class M-6
Certificates pursuant to the last sentence
of the definition of "Certificate Principal
Balance."
Class P Certificate: Any Certificate designated as a "Class P
Certificate" on the face thereof, 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
-24-
<PAGE>
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, 0.240% per annum and, as
of any Distribution Date after the Initial
Optional Termination Date, 0.480% per
annum.
Class R Pass-Through Rate: For the first Distribution Date,
3.34063%
per annum. As of any Distribution Date
thereafter, the lesser of (1) One-Month
LIBOR plus the Class R Margin and (2) the
Class A-1 Available Funds Cap for such
Distribution Date.
Closing Date: May 31, 2005.
Code: The Internal Revenue Code of 1986, including any successor
or
amendatory provisions.
Collection Account: The separate Eligible Account created and
initially
maintained by the Servicer pursuant to
Section 3.05(d) in the name of the
Trustee for the benefit of the
Certificateholders and designated "Wilshire
Credit Corporation, as servicer for Wells
Fargo Bank, N.A., as Trustee, in trust
for registered holders of First Franklin
Mortgage Loan Trust, Mortgage Loan
Asset-Backed Certificates, Series
2005-FFH1." Funds in the Collection Account
shall be held in trust for the
Certificateholders for the uses and purposes set
forth in this Agreement.
Combined Loan-to-Value Ratio: For any Mortgage Loan in a second
lien
position, the fraction, expressed as a
percentage, the numerator of which is the
sum of (1) the original principal balance
of the related Mortgage Loan and (2)
any outstanding principal balances of
Mortgage Loans the liens on which are
senior to the lien on such related Mortgage
Loan (such sum calculated at the
date of origination of such related
Mortgage Loan) and the denominator of which
is the lesser of (A) the Appraised Value of
the related Mortgaged Property (or
applicable dwelling unit, in the case of a
Co-op Loan) and (B) the sales price
of the related Mortgaged Property (or
applicable dwelling unit, in the case of a
Co-op Loan) at time of origination.
Compensating Interest: With respect to any Mortgage Loan and
any
Distribution Date, an amount equal to the
portion of any Prepayment Interest
Shortfalls required to be deposited in the
Collection Account by the Servicer
pursuant to Section 4.02 hereof.
Condemnation Proceeds: All awards or settlements in respect of
a
Mortgaged Property (or Underlying Mortgaged
Property, in the case of a Co-op
Loan), whether permanent or temporary,
partial or entire, by exercise of the
power of eminent domain or condemnation, to
the extent not required to be
released either to a Mortgagor in
accordance with the terms of the related
mortgage loan documents or to the holder of
a senior lien on the Mortgaged
Property (or Underlying Mortgaged Property,
in the case of a Co-op Loan).
Co-op Lease: With respect to a Co-op Loan, the lease with respect
to a
dwelling unit occupied by the Mortgagor and
relating to the stock allocated to
the related dwelling unit.
-25-
<PAGE>
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
LTM-6 Interest, the Class M-6
Certificates. With respect to the Class
LTB-1 Interest, the Class B-1
Certificates. With respect to the Class
LTB-2 Interest, the Class B-2
Certificates. With respect to the Class
LTB-3 Interest, the Class B-3
Certificates. With respect to the Class
LTB-4 Interest, the Class B-4
Certificates.
Current Interest: Any of the Class A-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 M-6 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.
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
-26-
<PAGE>
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 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+
-27-
<PAGE>
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, (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 for the conditions
that the rights and interests evidenced by
the certificates are not subordinated
to the rights and interests evidenced by
other certificates of the same trust
and the certificates have received a rating
at the time of such 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 A-1B Certificates, the
Subordinated Certificates, the Class C
Certificates, the Class P Certificates
and the Class R Certificate 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) $12,100,002 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
-28-
<PAGE>
respect to such Distribution Date and (y)
the greater of (a) 4.40% of the
aggregate Stated Principal Balance of the
Mortgage Loans and (b) the Minimum
Required Overcollateralization Amount less
(B) the aggregate Stated Principal
Balance of the Mortgage Loans as of such
Distribution Date; provided, however,
that if on any Distribution Date a Stepdown
Trigger Event is in effect, the
Extra 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.
First Franklin Servicing Agreement: The Master Mortgage Loan
Purchase
and Interim Servicing Agreement, dated as
of August 1, 2003, amended August 1,
2003, October 1, 2003, April 1, 2004 and
March 1, 2005 between Merrill Lynch
Mortgage Capital, Inc., as purchaser, and
First Franklin Financial Corporation,
as seller and servicer, as amended.
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 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.
-29-
<PAGE>
Group One: The portion of the Mortgage Pool identified as "Group
One"
in the Prospectus Supplement.
Group One Mortgage Loan: Any Mortgage Loan at any time identified
in
the Group One Mortgage Loan Schedule
attached hereto as Exhibit B-2.
Group One Principal Distribution Amount: As of any Distribution
Date,
the amount equal to the lesser of (i) the
aggregate Certificate Principal
Balance of the Class A-1 and Class R
Certificates and (ii) 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.
-30-
<PAGE>
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 Loan or
Mortgaged Property (or related Underlying
Mortgage Property, in the case of a
Co-op Loan), including any replacement
policy or policies for any insurance
policies.
Insurance Proceeds: Proceeds paid in respect of a Mortgage Loan or
the
related Mortgaged Property (or the related
Underlying Mortgaged Property, in the
case of a Co-op Loan) pursuant to any
Insurance Policy or any other insurance
policy covering such Mortgage Loan or
Mortgaged Property (or Underlying
Mortgaged Property, in the case of a Co-op
Loan), to the extent such proceeds
are payable to the mortgagee under the
Mortgage, the Servicer or the trustee
under the deed of trust and are not applied
to the restoration of the related
Mortgaged Property (or the related
Underlying Mortgaged Property, in the case of
a Co-op Loan) or released either to the
Mortgagor or to the holder of a senior
lien on the related Mortgaged Property (or
the related Underlying Mortgaged
Property in the case of a Co-op Loan) in
accordance with the procedures that the
Servicer would follow in servicing mortgage
loans held for its own account, in
each case other than any amount included in
such Insurance Proceeds in respect
of Insured Expenses.
Insured Expenses: Expenses covered by an Insurance Policy or any
other
insurance policy with respect to a Mortgage
Loan or the related Mortgaged
Property (or the related Underlying
Mortgaged Property, in the case of a Co-op
Loan).
Interim Serviced Loans: Those loans identified on Exhibit P
hereto
which shall be serviced from the Closing
Date to the Servicing Transfer Date by
the Interim Servicer.
Interim Servicer: First Franklin Financial Corporation.
Interim Servicing Period: The period from the Closing Date until
the
Servicing Transfer Date.
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 M-6 Interest Carry Forward Amount,
the Class B-1 Interest Carry Forward
Amount, the Class B-2 Interest Carry
Forward Amount, the Class B-3 Interest
Carry Forward Amount, the Class B-4
Interest Carry Forward Amount or the Class C
Interest Carry Forward Amount, as the case
may be.
Interest Determination Date: With respect to the Certificates, (i)
for
any Accrual Period other than the first
Accrual Period, the second LIBOR
Business Day preceding the commencement of
such Accrual Period and (ii) for the
first Accrual Period, May 26, 2005.
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
-31-
<PAGE>
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 and, less (A)
all Non-Recoverable Advances relating to
interest and (B) other amounts
reimbursable to the Servicer and the
Trustee pursuant to this Agreement.
Latest Possible Maturity Date: The latest maturity date for any
Mortgage Loan in the Trust Fund plus one
year.
LIBOR Business
Day: Any day on which banks in the City of London,
England and New York City, U.S.A. are open
and conducting transactions in
foreign currency and exchange.
Liquidated Loan: With respect to any Distribution Date, a
defaulted
Mortgage Loan that either (a) pursuant to
Section 3.12 has been realized upon or
liquidated through deed-in-lieu of
foreclosure, foreclosure sale, trustee's sale
or other realization as provided by
applicable law governing the real property
subject to the related Mortgage and any
security agreements and as to which the
Servicer has certified (in accordance with
Section 3.12) in the related
Prepayment Period that it has received all
amounts it expects to receive in
connection with such liquidation or (b) as
to which is not a first lien Mortgage
Loan and is delinquent 180 days or longer,
the Servicer has certified in a
certificate of an officer of the Servicer
delivered to the Depositor and the
Trustee that it does not believe that there
is a reasonable likelihood that any
further net proceeds will be received or
recovered with respect to such Mortgage
Loan.
Liquidation Proceeds: Amounts, including Condemnation Proceeds,
Insurance Proceeds, received in connection
with the partial or complete
liquidation of a Mortgage Loan, whether
through trustee's sale, foreclosure
sale, sale by the Servicer pursuant to this
Agreement or otherwise or amounts
received in connection with any
condemnation or partial release of a Mortgaged
Property and any other proceeds received in
connection with the final sale of a
related REO Property, less the sum of
related unreimbursed Advances, Servicing
Fees, Servicing Advances and any other
expenses related to such Mortgage Loan.
Loan-to-Value Ratio: With respect to any Mortgage Loan, the
fraction,
expressed as a percentage, the numerator of
which is the original principal
balance of the related Mortgage Loan and
the denominator of which is the lesser
of (X) the Appraised Value of the related
Mortgaged Property (or applicable
dwelling unit, in the case of a Co-op Loan)
and (Y) the sales price of the
related Mortgaged Property (or applicable
dwelling unit, in the case of a Co-op
Loan) at the time of origination.
Losses: Any losses, claims, damages, liabilities or expenses
collectively.
Lower Tier REMIC: As described in the Preliminary Statement and
Section
2.07.
Lower Tier REMIC Interests: Each of the Class LTA-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 LTM-6 Interest, the Class LTB-1
Interest, the Class LTB-2 Interest, the
Class LTB-3 Interest, the Class LTB-4
Interest, the Class LTIX Interest, the
Class LTIIX Interest, the Class LTII1A
Interest, the Class LTII1B Interest, the
Class LTII2A Interest, the Class LTII2B
Interest and the Class LTR Interest.
-32-
<PAGE>
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
Group One 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 Group Two over (B)
the current Certificate Principal Balance
of the Class A-2 Certificates.
Maximum Mortgage Rate: With respect to each Adjustable Rate
Mortgage
Loan, the maximum rate of interest set
forth as such in the related Mortgage
Note and with respect to each Fixed Rate
Mortgage Loan, the rate of interest set
forth in the related Mortgage Note.
Maximum Rate Cap: Any of the Class A-1 Maximum Rate Cap, the Class
A-2
Maximum Rate Cap or the Subordinated
Certificate Maximum Rate Cap.
MERS: Mortgage Electronic Registration Systems, Inc., a
corporation
organized and existing under the laws of
the State of Delaware, or any successor
thereto.
MERS Loan: Any Mortgage Loan registered with MERS on the MERS
System.
MERS System: The system of recording transfers of mortgage
electronically maintained by MERS.
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.
-33-
<PAGE>
Mortgage: With respect to a Mortgage Loan that is not a Co-op Loan,
the
mortgage, deed of trust or other instrument
with all riders attached thereto
creating a first or second lien or a first
or second priority ownership interest
in an estate in fee simple in real property
securing a Mortgage Note. With
respect to a Co-op Loan, the security
agreement with all riders attached thereto
creating a security interest in the stock
allocated to a dwelling unit in a
residential cooperative housing corporation
and pledged to secure such Co-op
Loan and the related Co-op Lease.
Mortgage File:
The mortgage documents listed in Section 2.01 hereof
pertaining to a particular Mortgage Loan
and any additional documents delivered
to the Trustee to be added to the Mortgage
File pursuant to this Agreement.
Mortgage Group: Either of Group One or Group Two.
Mortgage Loans: Such of the mortgage loans transferred and assigned
to
the Trustee pursuant to the provisions
hereof as from time to time are held as a
part of the Trust Fund (including any REO
Properties), the mortgage loans so
held being identified in the Mortgage Loan
Schedule, notwithstanding foreclosure
or other acquisition of title of the
related Mortgaged Property. Any mortgage
loan that was intended by the parties
hereto to be transferred to the Trust Fund
as indicated by such Mortgage Loan Schedule
which is in fact not so transferred
for any reason shall continue to be a
Mortgage Loan hereunder until the Purchase
Price with respect thereto has been paid to
the Trust Fund.
Mortgage Loan Schedule: The 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 first
lien Mortgage Loan, or the Combined Loan-to-Value Ratio with
respect to a second lien Mortgage Loan;
(x) a code
indicating whether the residential dwelling at the time
of origination was represented to be owner-occupied;
(xi)
a code indicating the property type;
-34-
<PAGE>
(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;
(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
-35-
<PAGE>
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 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, Class M, Class B-1, Class B-2
and
Class B-3 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
-36-
<PAGE>
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.
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.
-37-
<PAGE>
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 M-6 Certificates, the
Class M-6 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 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:
-38-
<PAGE>
(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 bankers'
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 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
-39-
<PAGE>
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
(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.
-40-
<PAGE>
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 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
-41-
<PAGE>
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 31, 2005 relating to the private
placement of the Class B-4 Certificates.
Prospectus Supplement: The Prospectus Supplement dated May 26,
2005
relating to the public offering of the
Offered Certificates.
PUD: A Planned Unit Development.
Purchase Price: With respect to any Mortgage Loan required to
be
repurchased by the Seller 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.
-42-
<PAGE>
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).
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 (or
Combined Loan-to-Value Ratio, in the case
of the Mortgage Loans in a second lien
position) no higher than that of the
Deleted Mortgage Loan; (5) have a remaining
term to maturity no greater than (and not
more than one year less than) that of
the Deleted Mortgage Loan; (6) provide for
a Prepayment Charge on
-43-
<PAGE>
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: As of any Distribution Date, the quotient of (1)
the excess of (A) the Stated Principal
Balances of the Mortgage Loans as of such
Distribution Date, over (B) the Certificate
Principal Balance of the most senior
Class of Certificates outstanding 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
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, 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.
-44-
<PAGE>
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.
Servicer Remittance Date: With respect to any Distribution Date,
the
later of two Business Days after the 15th
day of the month in which such
Distribution Date occurs and 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.
-45-
<PAGE>
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.
Servicing Transfer Date: The date on which the servicing of the
Interim
Serviced Loans will be transferred to the
Servicer, which is expected to be June
20, 2005.
SFAS 140: Statement of Financial Accounting Standard No. 140,
Accounting for Transfers and Servicing of
Financial Assets and Extinguishments
of Liabilities dated September 2000,
published by the Financial Accounting
Standards Board of the Financial Accounting
Foundation.
Startup Day: As defined in Section 2.07 hereof.
Stated Principal Balance: With respect to any Mortgage Loan or
related
REO Property (1) as of the Cut-off Date,
the Cut-off Date Principal Balance
thereof, and (2) as of any Distribution
Date, such Cut-off Date Principal
Balance, minus the sum of (A) the principal
portion of the Scheduled Payments
(x) due with respect to such Mortgage Loan
during each Due Period ending prior
to such Distribution Date and (y) that were
received by the Servicer as of the
close of business on the Determination Date
related to such Distribution Date or
with respect to which Advances were made on
the Servicer Advance Date prior to
such Distribution Date and (B) all
Principal Prepayments with respect to such
Mortgage Loan received on or prior to the
last day of the related Prepayment
Period, and all Liquidation Proceeds to the
extent applied by the Servicer as
recoveries of principal in accordance with
Section 3.12 with respect to such
Mortgage Loan, that were received by the
Servicer as of the close of business on
the last day of the related Due Period.
Notwithstanding the foregoing, the
Stated Principal Balance of a Liquidated
Loan shall be deemed to be zero.
Stepdown Date: The later to occur of (1) the Distribution Date in
June
2008 or (2) the first Distribution Date on
which (A) the Class A Certificate
Principal Balance (reduced by the Principal
Funds with respect to such
Distribution Date) is less than or equal to
(B) 51.00% of the Stated Principal
Balances of the Mortgage Loans as of such
Distribution Date.
Stepdown Required Loss Percentage: For any Distribution Date,
the
applicable percentage for such Distribution
Date set forth in the following
table:
<Table>
<Caption>
DISTRIBUTION DATE OCCURRING IN STEPDOWN
REQUIRED LOSS PERCENTAGE
------------------------------
---------------------------------
<S>
<C>
June 2008 - May 2009
3.00% with respect to June 2008, plus
an additional 1/12th of 1.75% for each
month thereafter
June 2009 - May 2010
4.75% with respect to June 2009, plus
an additional 1/12th of 1.50% for each
month thereafter
June 2010 - May 2011
6.25% with respect to June 2010, plus
an additional 1/12th of 0.75% for each
month thereafter
June 2011 and thereafter
7.00%
</Table>
-46-
<PAGE>
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) 32.00%
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.
Subordinated Certificate Cap Contract: The confirmation and
agreement
dated as of May 26, 2005, as amended from
time to time, with a reference number
of IRG6756979.2A.2B and any related
confirmation thereto, between the Trustee
solely on behalf of the Trust Fund and the
Cap Contract Counterparty
(substantially in the form of Exhibit N-3
hereto).
Subordinated Certificate Cap Contract Notional Balance: With
respect to
any Distribution Date, the lesser of (a)
the notional balance set forth for such
Distribution Date in the Subordinated
Certificate One-Month LIBOR Cap Table
attached hereto as Exhibit O-3 and (b) the
aggregate Certificate Principal
Balance of the Subordinated Certificates
immediately prior to the "Floating Rate
Payer Payment Date" (as defined in the
Subordinated Certificates Cap Contract).
Subordinated Certificate Cap Contract Termination Date: The
Distribution Date in November 2007.
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 8.800% 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).
-47-
<PAGE>
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-FFH1") 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 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 M-6 Unpaid Realized Loss Amount,
Class B-1 Unpaid Realized Loss Amount,
Class B-2 Unpaid Realized Loss Amount,
Class B-3 Unpaid Realized Loss Amount,
Class B-4 Unpaid Realized Loss Amount and
Class C Unpaid Realized Loss Amount,
collectively.
Upper Collar: Any of the Class A-1 Upper Collar, the Class A-2
Upper
Collar 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
-48-
<PAGE>
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 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;"
-49-
<PAGE>
(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";
(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;
-50-
<PAGE>
(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 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
-51-
<PAGE>
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.
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
-52-
<PAGE>
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 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:
-53-
<PAGE>
(i) The Depositor is duly organized and is validly existing as
a corporation in good standing under the laws of the State of
Delaware
and has full power and authority (corporate and other) necessary to
own
or hold its properties and to conduct its business as now conducted
by
it and to enter into and perform its obligations under this
Agreement
and the Sale Agreement.
(ii) The Depositor has the full corporate power and authority
to execute, deliver and perform, and to enter into and consummate
the
transactions contemplated by, this Agreement and the Sale Agreement
and
has duly authorized, by all necessary corporate action on its part,
the
execution, delivery and performance of this Agreement and the
Sale
Agreement; and this Agreement and the Sale Agreement, assuming the
due
authorization, execution and delivery hereof by the other
parties
hereto, constitutes a legal, valid and binding obligation of
the
Depositor, enforceable against the Depositor in accordance with
its
terms, subject, as to enforceability, to (i) bankruptcy,
insolvency,
reorganization, moratorium and other similar laws affecting
creditors'
rights generally and (ii) general principles of equity, regardless
of
whether enforcement is sought in a proceeding in equity or at
law.
(iii) The execution and delivery of this Agreement and the
Sale Agreement by the Depositor, the consummation of the
transactions
contemplated by this Agreement and the Sale Agreement, and the
fulfillment of or compliance with the terms hereof are in the
ordinary
course of business of the Depositor and will not (A) result in
a
material breach of any term or provision of the charter or by-laws
of
the Depositor or (B) materially conflict with, result in a
violation or
acceleration of, or result in a material default under, the terms
of
any other material agreement or instrument to which the Depositor
is a
party or by which it may be bound or (C) constitute a material
violation of any statute, order or regulation applicable to the
Depositor of any court, regulatory body, administrative agency
or
governmental body having jurisdiction over the Depositor; and
the
Depositor is not in breach or violation of any material indenture
or
other material agreement or instrument, or in violation of any
statute,
order or regulation of any court, regulatory body,
administrative
agency or governmental body having jurisdiction over it which
breach or
violation may materially impair the Depositor's ability to perform
or
meet any of its obligations under this Agreement.
(iv) No litigation is pending, or, to the best of the
Depositor's knowledge, threatened, against the Depositor that
would
materially and adversely affect the execution, delivery or
enforceability of this Agreement and the Sale Agreement or the
ability
of the Depositor to perform its obligations under this Agreement
and
the Sale Agreement in accordance with the terms hereof.
(v) No consent, approval, authorization or order of any court
or governmental agency or body is required for the execution,
delivery
and performance by the Depositor of, or compliance by the
Depositor
with, this Agreement and the Sale Agreement or the consummation of
the
transactions contemplated hereby, or if any such consent,
approval,
authorization or order is required, the Depositor has obtained
the
same. The Depositor hereby represents and warrants to the Trustee
with
respect to each
Mortgage Loan as of the Closing Date, and following the
transfer of the Mortgage Loans to it by the Seller, the Depositor
had
good title to the Mortgage Loans and the Mortgage Notes were
subject to
no offsets, claims, liens, mortgage, pledge, charge, security
interest,
defenses or counterclaims.
(b) The representations and warranties of the 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
-54-
<PAGE>
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 to Section
4.04(b)(i). As provided in the Sale
Agreement, if the Seller substitutes for a
Mortgage Loan for which there is a breach
of any representations and warranties
in the Sale Agreement which adversely and
materially affects the value of such
Mortgage Loan and such substitute mortgage
loan is not a Replacement Mortgage
Loan, under the terms of the Sale
Agreement, the Seller will, in exchange for
such substitute Mortgage Loan, (i) provide
the applicable Purchase Price for the
affected Mortgage Loan or (ii) within two
years of the Closing Date, substitute
such affected Mortgage Loan with 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
-55-
<PAGE>
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, as applicable, the related Mortgage
File for the Deleted Mortgage Loan and
shall execute and deliver such
instruments of transfer or assignment, in
each case without recourse,
representation or warranty, as shall be
necessary to vest in such party or its
designee or assignee title to any Deleted
Mortgage Loan released pursuant
hereto, free and clear of all security
interests, liens and other encumbrances
created by this Agreement, which
instruments shall be prepared by the Trustee,
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.
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 depo
