Pooling and Servicing Agreement

EXHIBIT 4.1

IndyMac ABS, Inc.

Depositor

[IndyMac Bank, F.S.B.]

Seller and Servicer

[Trustee]

Trustee [and Supplemental Interest Trust Trustee]

____________________________________

Pooling and Servicing Agreement

Dated as of [                              ]

_____________________________________

Home Equity Mortgage Loan Asset-Backed Trust

Series INABS 20__ -[   ]

Home Equity Mortgage Loan Asset-Backed Certificates

Series INABS 20__ -[   ]

 

 

 

 

TABLE OF CONTENTS
ARTICLE I DEFINITIONS
Section 1.01	Definitions.
Section 1.02	Rules of Construction.
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES
Section 2.01	Conveyance of Mortgage Loans.
Section 2.02	Acceptance by the Trustee of the Mortgage Loans.
Section 2.03	Representations, Warranties, and Covenants of the Seller and the Servicer.
Section 2.04	Representations and Warranties of the Depositor as to the Mortgage Loans.
Section 2.05	Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases.
Section 2.06	Execution and Delivery of Certificates.
Section 2.07	Conveyance of Subsequent Mortgage Loans.
Section 2.08	REMIC Matters.
Section 2.09	Covenants of the Servicer.
Section 2.10	Purposes and Powers of the Trust
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01	Servicer to Service Mortgage Loans.
Section 3.02	Reserved.
Section 3.03	[Reserved].
Section 3.04	The Pool Policy
Section 3.05	Trustee to Act as Servicer.
Section 3.06	Collection of Mortgage Loan Payments; Servicing Accounts; Collection Account; Certificate Account; Distribution Account; Excess Reserve Fund Account.
Section 3.07	Collection of Taxes, Assessments, and Similar Items Escrow Accounts.
Section 3.08	Access to Certain Documentation and Information Regarding the Mortgage Loans.
Section 3.09	Permitted Withdrawals from the Certificate Account, the Distribution Account and the Excess Reserve Fund Account.
Section 3.10	Maintenance of Hazard Insurance; Maintenance of Primary Insurance Policies.
Section 3.11	Enforcement of Due-On-Sale Clauses; Assumption Agreements.
Section 3.12	Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans.
Section 3.13	Trustee to Cooperate; Release of Mortgage Files.
Section 3.14	Documents, Records, and Funds in Possession of the Servicer to be Held for the Trustee.
Section 3.15	Servicing Compensation.
Section 3.16	Access to Certain Documentation.
Section 3.17	Annual Statement as to Compliance.
Section 3.18	Assessments of Compliance and Attestation Reports.
Section 3.19	Errors and Omissions Insurance; Fidelity Bonds.
Section 3.20	Notification of Adjustments.
Section 3.21	Prepayment Charges.
Section 3.22	Pre-Funding Accounts.
Section 3.23	[Reserved]
Section 3.24	Commission Reporting
ARTICLE IV DISTRIBUTIONS AND ADVANCES BY THE SERVICER
Section 4.01	Advances.
Section 4.02	Priorities of Distribution.
Section 4.03	Monthly Statements to Certificateholders.
Section 4.04	Allocation of Interest Shortfall and Realized Losses
Section 4.05	Supplemental Interest Trust.
Section 4.06	Tax Treatment of Net Swap Payments and Swap Termination Payments.
Section 4.07	Certain Matters Relating to the Determination of LIBOR.
ARTICLE V THE CERTIFICATES
Section 5.01	The Certificates.
Section 5.02	Certificate Register; Registration of Transfer and Exchange of Certificates.
Section 5.03	Mutilated, Destroyed, Lost or Stolen Certificates.
Section 5.04	Persons Deemed Owners.
Section 5.05	Access to List of Certificateholders’ Names and Addresses.
Section 5.06	Maintenance of Office or Agency.
ARTICLE VI THE DEPOSITOR AND THE SERVICER
Section 6.01	Respective Liabilities of the Depositor and the Servicer.
Section 6.02	Merger or Consolidation of the Depositor or the Servicer.
Section 6.03	Limitation on Liability of the Depositor, the Seller, the Servicer, and Others.
Section 6.04	Limitation on Resignation of the Servicer.
Section 6.05	Inspection.
ARTICLE VII DEFAULT
Section 7.01	Events of Default.
Section 7.02	Trustee to Act; Appointment of Successor.
Section 7.03	Notification to Certificateholders.
ARTICLE VIII CONCERNING THE TRUSTEE AND THE SUPPLEMENTAL INTEREST TRUST TRUSTEE
Section 8.01	Duties of the Trustee and the Supplemental Interest Trust Trustee.
Section 8.02	Certain Matters Affecting the Trustee and the Supplemental Interest Trust Trustee.
Section 8.03	Trustee and Supplemental Interest Trust Trustee Not Liable for Certificates or Mortgage Loans.
Section 8.04	Trustee and Supplemental Interest Trust Trustee May Own Certificates.
Section 8.05	Trustee’s Fees and Expenses.
Section 8.06	Eligibility Requirements for the Trustee and the Supplemental Interest Trust Trustee.
Section 8.07	Resignation and Removal of the Trustee and the Supplemental Interest Trust Trustee.
Section 8.08	Successor Trustee or Supplemental Interest Trust Trustee.
Section 8.09	Merger or Consolidation of the Trustee or the Supplemental Interest Trust Trustee.
Section 8.10	Appointment of Co-Trustee or Separate Trustee.
Section 8.11	Tax Matters.
Section 8.12	[Reserved]
Section 8.13	[Reserved]
Section 8.14	[Reserved]
Section 8.15	Access to Records of Trustee.
Section 8.16	Suits for Enforcement.
ARTICLE IX TERMINATION
Section 9.01	Termination upon Liquidation or Purchase of the Mortgage Loans.
Section 9.02	Final Distribution on the Certificates.
Section 9.03	Additional Termination Requirements.
Section 9.04	Termination of the Supplemental Interest Trust.
ARTICLE X MISCELLANEOUS PROVISIONS
Section 10.01	Amendment.
Section 10.02	Recordation of Agreement; Counterparts.
Section 10.03	Governing Law.
Section 10.04	Intention of Parties.
Section 10.05	Notices.
Section 10.06	Severability of Provisions.
Section 10.07	Assignment.
Section 10.08	Limitation on Rights of Certificateholders.
Section 10.09	Inspection and Audit Rights.
Section 10.10	Certificates Nonassessable and Fully Paid.
Section 10.11	Official Record.
Section 10.12	Protection of Assets.
Section 10.13	Qualifying Special Purpose Entity.
Section 10.14	Rights of NIM Insurer.

 

 

 

 

 

 

 

 

 

This Pooling and Servicing Agreement, dated as of [   ], among IndyMac ABS, Inc., a Delaware corporation, as depositor (the “ Depositor ”), IndyMac Bank, F.S.B. (“ IndyMac ”), a federal savings bank, as seller (in that capacity, the “ Seller ”) and as servicer (in that capacity, the “ Servicer ”), and [Trustee], a national banking association, as trustee (the “ Trustee ”) [and as supplemental interest trust trustee (the “ Supplemental Interest Trust Trustee ”)],

WITNESSETH THAT

In consideration of the mutual agreements herein contained, the parties agree as follows:

PRELIMINARY STATEMENT

The Depositor intends to sell pass-through certificates (collectively, the “ Certificates ”), to be issued hereunder in multiple classes, which in the aggregate will evidence the entire beneficial ownership interest in each REMIC (as defined herein) created hereunder. The Trust Fund will consist of a segregated pool of assets consisting of the Mortgage Loans and certain other related assets subject to this Agreement.

 

 

REMIC I

As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (other than the Pre-Funding Accounts, any Subsequent Mortgage Loan Interest, the Excess Reserve Fund Account, the Supplemental Interest Trust and the Swap Agreement) subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as REMIC I. The Class R-I Interest will be the sole class of residual interests in REMIC I for purposes of the REMIC Provisions (as defined herein). The following table irrevocably sets forth the designation, the REMIC I Remittance Rate, the initial Uncertificated Balance and, for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the latest possible maturity date for each of the REMIC I Regular Interests (as defined herein). None of the REMIC I Regular Interests will be certificated.

________________

(1)   For purposes of Treasury Regulation Section 1.860G-1(a)(4)(iii), the Distribution Date immediately following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the latest possible maturity date for each REMIC I Regular Interest.

(2)   Calculated in accordance with the definition of REMIC I Remittance Rate herein.

 

 

REMIC II

As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as REMIC II. The Class R-II Interest will evidence the sole class of residual interests in REMIC II for purposes of the REMIC Provisions. The following table irrevocably sets forth the designation, the REMIC II Remittance Rate, the initial Uncertificated Balance and, for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the latest possible maturity date for each of the REMIC II Regular Interests (as defined herein). None of the REMIC II Regular Interests will be certificated.

 

 

 

REMIC III

As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as REMIC III. The Class R-III Interest will evidence the sole class of residual interests in REMIC III for purposes of the REMIC Provisions. The following table irrevocably sets forth the designation, the REMIC III Remittance Rate, the initial Uncertificated Balance and, for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the latest possible maturity date for each of the REMIC III Regular Interests (as defined herein). None of the REMIC III Regular Interests will be certificated.

 

 

 

REMIC IV

As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC III Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as REMIC IV. The Class R-IV Interest will evidence the sole class of residual interests in REMIC IV for purposes of the REMIC Provisions. The following table irrevocably sets forth the designation, the Pass-Through Rate, the initial aggregate Certificate Balance and, for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the latest possible maturity date for the indicated Classes of Certificates. The Class C Interest, the Class P Interest and the Class IO Interest shall represent uncertificated regular interests in REMIC IV.

 

Each of the Group I Certificates, Group II Certificates and Subordinated Certificates, generally represents ownership of a regular interest in REMIC IV and also represents (i) the right to receive payments with respect to the Net WAC Cap Carry Forward Amount and (ii) the obligation to pay the Class IO Distribution Amount (as defined herein). The entitlement to principal of each REMIC IV Regular Interest ownership of which is represented by a regular interest which corresponds to each Certificate shall be equal in amount and timing to the entitlement to principal of such Certificate.

 

________________

 

 

REMIC V

 

 

REMIC VI

 

 

 

REMIC VII

 

 

 

Set forth below are designations of Classes of Certificates to the categories used herein:

Book-Entry Certificates	Class A Certificates and Subordinated Certificates.
[Group I Certificates	Class 1A-1 and Class 1A-2 Certificates.]
[Group II Certificates	Class 2A-1, Class 2A-2 and Class 2A-3 Certificates.]
Subordinated Certificates…	Class M-1, Class M-2 and Class M-3 Certificates.
ERISA-Restricted Certificates	Class R, Class R-X, Class C and Class P; and the Certificates of any Class that cease to satisfy the rating requirements of the Underwriter’s Exemption.
LIBOR Certificates	All Classes of Certificates other than the Private Certificates.
Offered Certificates	All Classes of Certificates other than the Private Certificates.
Definitive Certificates	Class R, Class R-X, Class P and Class C Certificates.
Private Certificates	Class R, Class R-X, Class P and Class C Certificates.
Rating Agencies	[Moody’s], [S&P] and [Fitch].
Regular Certificates	All Classes of Certificates other than the Class R and Class R-X Certificates.
Residual Certificates	Class R and Class R-X Certificates.

References to “ Class A Certificates ” are references to Certificates of either or both Certificate Groups of similar designations, as the context requires.

 

 

 

ARTICLE I

 

Definitions

Section 1.01

Definitions.

Whenever used in this Agreement or in the Preliminary Statement, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Article:

60+ Day Delinquent Loan : As of any day during any calendar month, each Mortgage Loan in foreclosure, all REO Property, each Mortgage Loan for which the Mortgagor has filed for bankruptcy, and each Mortgage Loan with respect to which any portion of a Scheduled Payment is, as of the last day of the Remittance Period before the Remittance Period ending in such calendar month, two months or more past due (without giving effect to any grace period). For instance, in making a determination on the Distribution Date in December (December 25) with respect to a Mortgage Loan whose Scheduled Payment for October is delinquent (and that has no previous Scheduled Payment that is delinquent), that Mortgage Loan would not be a 60+ Day Delinquent Loan because as of the last day of the Remittance Period before the Remittance Period ending in December (which would be the Remittance Period ending in November (on November 1)), the Scheduled Payment for October (due October 1) would only be one month past due.

Accrued Certificate Interest Distribution Amount : For any Distribution Date and a Class of Certificates (other than the Class P, Class R, Class R-X and Class C Certificates), the amount of interest accrued during the related Interest Accrual Period at the applicable Pass-Through Rate for such Class on the related Class Certificate Balance immediately before the Distribution Date reduced by any Net Prepayment Interest Shortfalls and Relief Act Interest Shortfalls for such Distribution Date allocated to such Class pursuant to Section [4.04].

Addition Notice: With respect to the transfer of Subsequent Mortgage Loans to the Trust Fund pursuant to Section [2.07], a notice of the Depositor’s designation of the Subsequent Mortgage Loans to be sold to the Trust Fund and the aggregate principal balance of such Subsequent Mortgage Loans as of the related Subsequent Cut-off Date. The Addition Notice shall be given no later than three (3) Business Days prior to the related Subsequent Transfer Date and shall be substantially in the form attached hereto as [Exhibit P].

Adjusted Mortgage Rate : As to each Mortgage Loan and at any time, the per annum rate equal to (x) the Mortgage Rate less (y) the Servicing Fee Rate.

Adjusted Net Mortgage Rate : As to each Mortgage Loan and at any time, the per annum rate equal to (x) the Mortgage Rate less (y) the Expense Fee Rate.

Adjustment Date : As to any adjustable-rate Mortgage Loan, the first Due Date on which the related Mortgage Rate adjusts as provided in the related Mortgage Note and each Due Date thereafter on which the Mortgage Rate adjusts as provided in the related Mortgage Note.

Advance : The payment required to be made by the Servicer for any Distribution Date pursuant to Section 4.01, the amount of that payment being equal to the aggregate of payments of principal and interest (net of the Servicing Fee and any net proceeds in the case of any REO Properties) on the Mortgage Loans that were due during the related Remittance Period and not received as of the close of business on the related Determination Date, plus an amount equivalent to interest on each REO Property less the aggregate amount of any delinquent payments that the Servicer has determined would constitute a Nonrecoverable Advance if advanced.

Affected Party : As defined in the Swap Agreement.

Affiliate : With respect to any Person, any other Person controlling, controlled or under common control with such Person. For purposes of this definition, “control” means the power to direct the management and policies of a Person, directly or indirectly, whether through ownership of voting securities, by contract, or otherwise and “controlling” and “controlled” shall have meanings correlative to the foregoing. Affiliates also include any entities consolidated within the requirements of generally accepted accounting principles.

Agreement : This Pooling and Servicing Agreement and all amendments and supplements hereto.

Amount Held for Future Distribution : For any Distribution Date, the aggregate amount held in the Certificate Account at the close of business on the related Determination Date on account of (i) Principal Prepayments received after the end of the related Prepayment Period and Liquidation Proceeds and Subsequent Recoveries on the Mortgage Loans, in each case, received after the end of the preceding calendar month and (ii) all Scheduled Payments on the Mortgage Loans due after the end of the related Remittance Period.

Applied Realized Loss Amount: For any Distribution Date and a Class of Subordinated Certificates, the excess of the aggregate Class Certificate Balance of the Class A and Subordinated Certificates over the aggregate Stated Principal Balance of all of the Mortgage Loans as of the last day of the preceding Remittance Period allocated to such Class pursuant to Section 4.04.

Appraised Value : With respect to any Mortgaged Property, the value thereof as determined by an independent appraisal made at the time of the origination of the related Mortgage Loan or the sale price, if the appraisal is not available; except that, with respect to any Mortgage Loan that is a purchase money mortgage loan, the lesser of (i) the value thereof as determined by an independent appraisal made at the time of the origination of such Mortgage Loan, if any, and (ii) the sales price of the related Mortgaged Property.

Available Funds :   For any Distribution Date,

are the sum of:

minus

(vi)   amounts in reimbursement for Advances previously made and other expenses reimbursable to the Servicer with respect to the Mortgage Loans pursuant to this Agreement (other than amounts included in clause (vii) below);

(vii)   amounts reimbursable or payable to the Servicer, Depositor, NIMS Insurer or the Seller for such Distribution Date pursuant to Section 6.03.

(viii)   any Net Swap Payment or Swap Termination Payment owed to the Swap Provider (to the extent not paid by the Supplemental Interest Trust Trustee from any upfront payment received pursuant to any replacement interest rate swap agreement that may be entered into by the Supplemental Interest Trust Trustee and other than Swap Termination Payments resulting from a Swap Provider Trigger Event).

Bankruptcy Code : The United States Bankruptcy Reform Act of 1978, as amended.

Book-Entry Certificates : As specified in the Preliminary Statement.

Business Day : Any day other than (i) a Saturday or a Sunday, or (ii) a day on which banking institutions in the City of New York, New York, the State of California or the city in which the Corporate Trust Office of the Trustee is located are authorized or obligated by law or executive order to be closed.

Certificate : Any one of the Certificates issued by the Trust Fund and executed by the Trustee, in substantially the forms attached as exhibits.

Certificate Account : The separate Eligible Account or Accounts created and maintained by the Servicer pursuant to Section 3.06(d) with a depository institution in the name of the Servicer for the benefit of the Trustee on behalf of Certificateholders and designated “[IndyMac Bank, F.S.B]., in trust for the registered holders of Home Equity Mortgage Loan Asset-Backed Certificates, Series INABS 20__-[ ].”

Certificate Balance : For any Certificate (other than a Class R, Class R-X or a Class C Certificate) at any date, the maximum dollar amount of principal to which the Holder of the Certificate is then entitled, such amount being equal to the Certificate’s Denomination plus any increases in the Certificate Balance of such Certificate pursuant to Section 4.04 due to the receipt of Subsequent Recoveries minus all distributions of principal previously made with respect thereto and, in the case of any Subordinated Certificate, reduced by any Applied Realized Loss Amounts applicable to any such Subordinated Certificates. With respect to the Class C Certificates as of any date of determination, an amount equal to the excess, if any, of (A) the then aggregate Uncertificated Balance of the REMIC III Regular Interests over (B) the then aggregate Certificate Balance of the Class A Certificates, Subordinated Certificates and Class P Certificates then outstanding. The Class R and Class R-X Certificates have no Certificate Balance.

Certificate Group : Any of the Group I Certificates or the Group II Certificates, as applicable.

Certificate Owner : With respect to a Book-Entry Certificate, the Person who is the beneficial owner of the Book-Entry Certificate. For purposes of this Agreement, in order for a Certificate Owner to enforce any of its rights under this Agreement, it shall first have to provide evidence of its beneficial ownership interest in a Certificate that is reasonably satisfactory to the Trustee, the Supplemental Interest Trust Trustee, the Depositor and/or the Servicer, as applicable.

Certificate Register : The register maintained pursuant to Section 5.02.

Certificateholder or Holder : The person in whose name a Certificate is registered in the Certificate Register, except that, solely for the purpose of giving any consent pursuant to this Agreement, any Certificate registered in the name of the Seller, the Depositor or its Affiliate shall not be eligible to vote or be considered Outstanding and the Percentage Interest evidenced thereby shall not be taken into account in determining whether the requisite amount of Percentage Interests necessary to effect a consent has been obtained unless the Seller, the Depositor or its Affiliates own 100% of the Percentage Interests evidenced by a Class of Certificates, in which case the Certificates shall be Outstanding for purposes of any provision of this Agreement requiring the consent of the Holders of Certificates of a particular Class as a condition to the taking of any action. The Trustee, the Supplemental Interest Trust Trustee and the NIM Insurer 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 specified in the Preliminary Statement.

Class A Certificates: As specified in the Preliminary Statement.  

Class A Principal Distribution Amount : For any Distribution Date, the [sum of the Group I Senior Principal Distribution Amount and the Group II] Senior Principal Distribution Amount for that Distribution Date.

Class Certificate Balance : For any Class as of any date of determination, the aggregate of the Certificate Balances of all Certificates of such Class as of that date.

Class C Distributable Amount : On any Distribution Date, the amount that has accrued on the Class C Certificates but that has not been distributed on the Class C Certificates on prior Distribution Dates.

Class IO Distribution Amount : As defined in Section 4.05 hereof. For purposes of clarity, the Class IO Distribution Amount for any Distribution Date shall equal the amount payable to the Supplemental Interest Trust on such Distribution Date in excess of the amount payable on the Class IO Interest on such Distribution Date, all as further provided in Section 4.05 hereof.

Class IO Interest : An uncertificated interest in the Trust Fund held by the Trustee, evidencing a REMIC Regular Interest in REMIC IV for purposes of the REMIC Provisions.

Class M Certificate : Any of the Subordinated Certificates.

Class M-1 Principal Distribution Amount : For any Distribution Date, the excess of

provided, that if on any Distribution Date, the Class M-1 Certificates are the only Class of Subordinated Certificates outstanding, the Class M-1 Principal Distribution Amount shall equal the lesser of the Class Certificate Balance of such Class immediately prior to such Distribution Date and the Principal Distribution Amount for such Distribution Date.

Class M-2 Principal Distribution Amount : For any Distribution Date, the excess of

provided, that if on any Distribution Date, the Class M-2 Certificates are the only Class of Subordinated Certificates outstanding, the Class M-2 Principal Distribution Amount shall equal the lesser of the Class Certificate Balance of such Class immediately prior to such Distribution Date and the Principal Distribution Amount for such Distribution Date.

Class M-3 Principal Distribution Amount : For any Distribution Date, the excess of

provided, that if on any Distribution Date, the Class M-3 Certificates are the only Class of Subordinated Certificates outstanding, the Class M-3 Principal Distribution Amount shall equal the lesser of the Class Certificate Balance of such Class immediately prior to such Distribution Date and the Principal Distribution Amount for such Distribution Date.

Class P Interest : An uncertificated interest in the Trust Fund held by the Trustee on behalf of the Holders of the Class P Certificates, evidencing a Regular Interest in REMIC IV for purposes of the REMIC Provisions.

Class R Certificate : A certificate representing the beneficial ownership of the Class R-I Interest, Class R-II Interest, Class R-III Interest and Class R-IV Interest.

Class R-I Interest: The uncertificated residual interest in REMIC I.

Class R-II Interest: The uncertificated residual interest in REMIC II.

Class R-III Interest: The uncertificated residual interest in REMIC III.

Class R-IV Interest: The uncertificated residual interest in REMIC IV.

Class R-X Certificate : The Class R-X Certificate executed by the Trustee, and authenticated and delivered by the Certificate Registrar, evidencing the ownership of the Class R-V Interest, the Class R-VI Interest and the Class R-VII Interest.  

Closing Date : [    ].

Closing Date Mortgage Loan: Each Mortgage Loan sold and assigned by the Seller to the Trust Fund on the Closing Date.

Code : The United States Internal Revenue Code of 1986, including any successor or amendatory provisions.

Collateral Value : For any Mortgage Loan, the Collateral Value of the related Mortgaged Property shall be, other than for Refinance Loans, the lesser of (i) the appraised value determined in an appraisal obtained by the originator at origination of the Mortgage Loan and (ii) the sales price for the related Mortgaged Property. In the case of a Refinance Loan, the Collateral Value of the related Mortgaged Property is its appraised value determined in an appraisal obtained at the time of refinancing.

Collection Account : The separate Eligible Account or Accounts created and maintained by the Servicer pursuant to Section 3.06(c) with a depository institution in the name of the Servicer for the benefit of the Trustee on behalf of the Certificateholders and designated “IndyMac Bank, F.S.B., in trust for the registered holders of Home Equity Mortgage Loan Asset-Backed Certificates, Series INABS 20__-[ ].”

Commission . The United States Securities and Exchange Commission.

Compensating Interest : For any Distribution Date and Loan Group, the lesser of (i) any Prepayment Interest Shortfalls with respect to such Distribution Date and the Mortgage Loans included in such Loan Group and (ii) [ ]% multiplied by one-twelfth multiplied by the aggregate Stated Principal Balance of the Mortgage Loans included in such Loan Group, as of the related Remittance Period.

Corporate Trust Office : The designated office of the Trustee [and the Supplemental Interest Trust Trustee] in the State of [California] at which at any particular time its corporate trust business with respect to this Agreement is administered, which office at the date of the execution of this Agreement is located at [1761 East St. Andrew Place, Santa Ana, California 92705], Attn: Corporate Trust Administration IN-[ ] (IndyMac ABS, Inc., Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 20__-[ ]), facsimile no. (714) 247-6285 and which is the address to which notices to and correspondence with the Trustee or the Supplemental Interest Trust Trustee should be directed.

Corresponding Certificate: With respect to each REMIC III Regular Interest, as follows:

 

Credit Enhancement Percentage : For any Distribution Date and any Class of Class A or Subordinated Certificates, the percentage obtained by dividing (x) the sum of (i) the aggregate Class Certificate Balances of all Classes of Certificates subordinated to such Class and (ii) the Overcollateralization Amount (in each case taking into account the distributions of the Principal Distribution Amount for such Distribution Date) by (y) the sum of the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Remittance Period and any amounts on deposit in the Pre-Funding Accounts as of the close of business on such Distribution Date.

Cut-off Date : As to any Closing Date Mortgage Loans, [ ]. As to any Subsequent Mortgage Loans, the related Subsequent Cut-off Date.

Cut-off Date Principal Balance : As to any Mortgage Loan, its Stated Principal Balance as of the close of business on the related Cut-off Date without giving effect to Principal Prepayments received after such Cut-off Date.

Debt Service Reduction : For any Mortgage Loan, a reduction by a court of competent jurisdiction, in a proceeding under the Bankruptcy Code, in the Scheduled Payment for the Mortgage Loan that became final and non-appealable, but not including a reduction (i) resulting from a Deficient Valuation or (ii) that results in a permanent forgiveness of principal.

Defaulting Party : As defined in the Swap Agreement.

Deficient Valuation : For any Mortgage Loan, a valuation by a court of competent jurisdiction of the related Mortgaged Property in an amount less than the then outstanding indebtedness under such Mortgage Loan, or any reduction in the amount of principal to be paid in connection with any Scheduled Payment, that results in a permanent forgiveness of principal, which valuation or reduction results from an order of the court that is final and non-appealable in a proceeding under the Bankruptcy Code.

Definitive Certificates : As specified in the Preliminary Statement..

Delayed Delivery Certification : A certification substantially in the form of Exhibit G-2.

Delayed Delivery Mortgage Loans : The Closing Date Mortgage Loans identified on the Mortgage Loan Schedule, for which neither a related Mortgage File nor the Mortgage Note (or lost note affidavit for a lost Mortgage Note) has been delivered to the Trustee by the Closing Date. The Depositor shall deliver the Mortgage Files to the Trustee:

(A)   for at least 70% of the Closing Date Mortgage Loans in each Loan Group, not later than the Closing Date; and

(B)   for the remaining 30% of the Closing Date Mortgage Loans in each Loan Group, not later than five (5) Business Days following the Closing Date.

To the extent that the Seller is in possession of any Mortgage File for any Delayed Delivery Mortgage Loan, until delivery of the Mortgage File to the Trustee as provided in Section 2.01, the Seller shall hold the files as Servicer, as agent and in trust for the Trustee.

Delayed Delivery Subsequent Mortgage Loans : The Subsequent Mortgage Loans

identified on the Mortgage Loan Schedule, for which neither a related Mortgage File nor the

Mortgage Note (or lost note affidavit for a lost Mortgage Note) has been delivered to the

Trustee by the Subsequent Transfer Date.

Deleted Mortgage Loan : As defined in Section 2.03(c).

Denomination : For each Certificate, the amount appearing on the face of the Certificate as the “Initial Certificate Balance of this Certificate” or the Percentage Interest appearing on the face of the Certificate.

Depositor : IndyMac ABS, Inc., a Delaware corporation, or its successor in interest.

Depository : The initial Depository shall be The Depository Trust Company, the nominee of which is Cede & Co., as the registered Holder of the Book-Entry Certificates. The Depository shall at all times be a “clearing corporation” as defined in Section 8-102(a)(5) of the Uniform Commercial Code of the State of New York.

Depository Participant : A broker, dealer, bank, or other financial institution or other Person for whom from time to time a Depository effects book-entry transfers and pledges of securities deposited with the Depository.

Determination Date : As to any Distribution Date, the 18 ^th day of each month or, if that day is not a Business Day, the next Business Day, except that if the next Business Day is less than two (2) Business Days before the related Distribution Date, then the Determination Date shall be the Business Day preceding the 18 ^th day of the month.

Distribution Account : The separate Eligible Account created and maintained by the Trustee pursuant to Section 3.06(f) in the name of the Trustee for the benefit of the Certificateholders and designated “[Trustee] in trust for registered holders of IndyMac Home Equity Mortgage Loan Asset-Backed Certificates, Series INABS 20__-[ ].” Funds in the Distribution Account shall be held in trust for the Certificateholders for the uses and purposes set forth in this Agreement.

Distribution Account Deposit Date : As to any Distribution Date, 12:30 p.m. (Pacific time) on the Business Day preceding the Distribution Date.

Distribution Date : The 25 ^th day of each calendar month after the initial issuance of the Certificates, or if that day is not a Business Day, the next Business Day, commencing in [ ].

Due Date : For any Mortgage Loan and Distribution Date, the first day of the month in which the Distribution Date occurs.

Eligible Account : Any of

(i)   an account maintained with a federal or state chartered depository institution or trust company, the short-term unsecured debt obligations of which (or, in the case of a depository institution or trust company that is the principal subsidiary of a holding company, the debt obligations of the holding company, but only if Moody’s is not a Rating Agency) have the highest short-term ratings of each Rating Agency at the time any amounts are held on deposit therein, or

(ii)   [ reserved ], or

(iii)   a trust account or accounts maintained with the trust department of a federal or state chartered depository institution or trust company, acting in its fiduciary capacity, or

(iv)   any other account acceptable to each Rating Agency without reduction or withdrawal of their then current ratings of the Certificates or any NIM Insurer-guaranteed NIM Notes, as evidenced by a letter from each Rating Agency to the Trustee and the NIM Insurer.

Eligible Accounts may bear interest, and may include, if otherwise qualified under this definition, accounts maintained with the Trustee.

ERISA : The Employee Retirement Income Security Act of 1974, as amended.

ERISA-Qualifying Underwriting : A best efforts or firm commitment underwriting or private placement that meets the requirements of an Underwriter’s Exemption.

ERISA-Restricted Certificate : As specified in the Preliminary Statement.

Escrow Account : The Eligible Account or Accounts established and maintained pursuant to Section 3.07(a).

Event of Default : As defined in Section 7.01.

Excess Overcollateralization Amount : For any Distribution Date, the excess, if any, of (a) the Overcollateralization Amount on such Distribution Date over (b) the Overcollateralization Target Amount for such Distribution Date.

Excess Proceeds : For any Liquidated Mortgage Loan, the excess of

(a)   all Liquidation Proceeds from the Mortgage Loan received in the calendar month in which the Mortgage Loan became a Liquidated Mortgage Loan, net of any amounts previously reimbursed to the Servicer as Nonrecoverable Advances with respect to the Mortgage Loan pursuant to Section 3.09(a)(ii), over

(b)   the sum of (i) the unpaid principal balance of the Liquidated Mortgage Loan as of the Due Date in the month in which the Mortgage Loan became a Liquidated Mortgage Loan plus (ii) accrued interest at the Mortgage Rate from the Due Date for which interest was last paid or advanced (and not reimbursed) to Certificateholders up to the Due Date applicable to the Distribution Date following the calendar month during which the liquidation occurred.

Excess Reserve Fund Account : The separate Eligible Account created and maintained by the Trustee pursuant to Section 3.06(d) in the name of the Trustee for the benefit of the Certificateholders and designated “[Trustee] in trust for registered holders of IndyMac Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 20__-[ ].” Funds in the Excess Reserve Fund Account shall be held in trust for the Certificateholders for the uses and purposes set forth in this Agreement. The Excess Reserve Fund Account will not be an asset of any REMIC.

Exchange Act : The Securities Exchange Act of 1934, as amended.

Expense Adjusted Net Mortgage Rate :   For any Distribution Date and a Mortgage Loan, the per annum rate equal to the Mortgage Rate of that Mortgage Loan as of the first day of the month preceding the month in which that Distribution Date occurs minus the Expense Fee Rate.

Expense Adjusted Net Maximum Mortgage Rate : For any Distribution Date and a Mortgage Loan, the per annum rate equal to the Maximum Mortgage Rate of that Mortgage Loan as of the first day of the month preceding the month in which that Distribution Date occurs minus the Expense Fee Rate.

Expense Fees : As to each Mortgage Loan, the sum of the Servicing Fee and Trustee Fee for such Mortgage Loan.

Expense Fee Rate : The sum of the Servicing Fee Rate and the Trustee Fee Rate.

Extra Principal Distribution Amount : As of any Distribution Date, the sum of (i) the lesser of (x) the Total Monthly Excess Spread for such Distribution Date and (y) the Overcollateralization Deficiency for such Distribution Date and (ii) the amount received from the Supplemental Interest Trust pursuant to Section 4.05(c)(3).

FDIC : The Federal Deposit Insurance Corporation, or any successor thereto.

FHLMC : The Federal Home Loan Mortgage Corporation, 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.

Fitch : Fitch, Inc., or any successor thereto. If Fitch is designated as a Rating Agency in the Preliminary Statement, for purposes of Section 10.05(b) the address for notices to Fitch shall be Fitch, Inc., One State Street Plaza, New York, New York 10004, Attention: MBS Monitoring - IndyMac INABS 20__-[ ], or any other address Fitch furnishes to the Depositor and the Servicer.

FNMA : The Federal National Mortgage Association, a federally chartered and privately owned corporation organized and existing under the Federal National Mortgage Association Charter Act, or any successor thereto.

Funding Period: The period beginning on the Closing Date and ending on the earlier to occur of (i) the date upon which the amounts on deposit in the Pre-Funding Accounts have been reduced to zero or (ii) [ ].

Group I Allocation Percentage :   For any Distribution Date, the percentage equivalent of a fraction, the numerator of which is aggregate Stated Principal Balance of the Group I Mortgage Loans on such Distribution Date plus any amounts on deposit in the Group I Pre-Funding Account as of the close of business on such Distribution Date and the denominator of which is the sum of the aggregate Stated Principal Balance of the Group I Mortgage Loans and the Group II Mortgage Loans on such Distribution Date plus any amounts on deposit in the Pre-Funding Accounts at of the close of business on such Distribution Date.

Group I Certificates : As specified in the Preliminary Statement.

Group I Interest Remittance Amount: For any Distribution Date, the portion of clauses (i) through (iv) of Available Funds with respect to Loan Group I that is attributable to interest minus the sum of the amounts included in clause (vi) (to the extent related to interest on the Group I Mortgage Loans) of Available Funds and (y) the Group I Allocation Percentage of the sum of the amounts included in clauses (vii) and (viii) of Available Funds.

Group I Maximum Cap : For a Class of Group I Certificates and any Distribution Date, the per annum rate (subject to adjustment based on the actual number of days elapsed in the related Interest Accrual Period) equal to (i) the sum of (x) the weighted average of the Expense Adjusted Net Maximum Mortgage Rates of the Group I Mortgage Loans and (y) the Group I Allocation Percentage of any Net Swap Payment made by the Swap Provider, if any, multiplied by 12 over (ii) the aggregate Stated Principal Balance of the Mortgage Loans.

Group I Mortgage Loan : Each Mortgage Loan identified in the Mortgage Loan Schedule as a “Group I Mortgage Loan”, each such Mortgage Loan having an original principal that conforms to Freddie Mac requirements.

Group I Net WAC Cap : For any Distribution Date and a Class of Group I Certificates, the per annum rate (subject to adjustment based on the actual number of days elapsed in the related Interest Accrual Period) equal to  (x) the weighted average of the Expense Adjusted Net Mortgage Rates of the Group I Mortgage Loans for such Distribution Date (weighted based on the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the first day of the related Remittance Period, adjusted to reflect unscheduled principal payments made thereafter that were included in the Principal Distribution Amount on the immediately preceding Distribution Date, and the amount in the Group I Pre-Funding Account) minus (y) a fraction, expressed as a percentage, (i) the numerator of which is equal to the product of twelve multiplied by the Group I Allocation Percentage of any Net Swap Payment or Group I Allocation Percentage of any Swap Termination Payment (to the extent not paid by the Supplemental Interest Trust Trustee from any upfront payment received pursuant to any replacement interest rate swap agreement that may be entered into by the Supplemental Interest Trust Trustee and only if such Swap Termination Payment was not due to an event of default or certain termination events with respect to the Swap Provider) made to the Swap Provider, if any, and (ii) the denominator of which is equal to the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the first day of the related Remittance Period, adjusted to reflect unscheduled principal payments made thereafter that were included in the Principal Distribution Amount on the immediately preceding Distribution Date, plus any amounts on deposit in the Group I Pre-Funding Account.

 

For federal income tax purposes, the equivalent of the foregoing shall be expressed as a per annum rate (subject to adjustment based on the actual number of days elapsed in the related Interest Accrual Period) equal to the weighted average of the REMIC III Remittance Rate on REMIC III Regular Interest LT1GRP, weighted on the basis of the Uncertificated Balance of such REMIC III Regular Interest.

 

Group I Pre-Funding Account: The account established and maintained pursuant to Section 3.22.

Group I Senior Principal Distribution Amount : For any Distribution Date,    any amount equal to the excess of

Group II Allocation Percentage : For any Distribution Date, the percentage equivalent of a fraction, the numerator of which is the aggregate Stated Principal Balance of the Group II Mortgage Loans on such Distribution Date plus any amounts on deposit in the Group II Pre-Funding Account as of the close of business on such Distribution Date and the denominator of which is the sum of the aggregate Stated Principal Balance of the Group I Mortgage Loans on such Distribution Date and the Group II Mortgage Loans plus any amounts on deposit in the Pre-Funding Accounts as of the close of business on such Distribution Date.

Group II Certificates : As specified in the Preliminary Statement.

Group II Interest Remittance Amount: For any Distribution Date, the portion of clauses (i) through (iv) of Available Funds with respect to Loan Group II that is attributable to interest minus the sum of the amounts included in clause (vi) (to the extent related to interest on the Group II Mortgage Loans) of Available Funds and (y) the Group II Allocation Percentage of the sum of the amounts included in clauses (vii) and (viii) of Available Funds.

Group II Maximum Cap : For a Class of Group II Certificates and any Distribution Date, the per annum rate (subject to adjustment based on the actual number of days elapsed in the related Interest Accrual Period) equal to (i) the sum of (x) the weighted average of the Expense Adjusted Net Maximum Mortgage Rates of the Group II Mortgage Loans and (y) the Group II Allocation Percentage of any Net Swap Payment made by the Swap Provider, if any, multiplied by 12 over (ii) the aggregate Stated Principal Balance of the Mortgage Loans on such Distribution Date.

Group II Mortgage Loan : Each Mortgage Loan identified on the Mortgage Loan Schedule as being a “Group II Mortgage Loan”..

Group II Net WAC Cap : For any Distribution Date and a Class of Group II Certificates, the per annum rate (subject to adjustment based on the actual number of days elapsed in the related Interest Accrual Period) equal to (x) the weighted average of the Expense Adjusted Net Mortgage Rates of the Group II Mortgage Loans for such Distribution Date (weighted based on the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the first day of the related Remittance Period, adjusted to reflect unscheduled principal payments made thereafter that were included in the Principal Distribution Amount on the immediately preceding Distribution Date, and the amount in the Group II Pre-Funding Account) minus (y) a fraction, expressed as a percentage, (i) the numerator of which is equal to the product of twelve multiplied by the Group II Allocation Percentage of any Net Swap Payment or Group II Allocation Percentage of any Swap Termination Payment (to the extent not paid by the Supplemental Interest Trust Trustee from any upfront payment received pursuant to any replacement interest rate swap agreement that may be entered into by the Supplemental Interest Trust Trustee and only if such Swap Termination Payment was not due to an event of default or certain termination events with respect to the Swap Provider) made to the Swap Provider, if any, and (ii) the denominator of which is equal to the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the first day of the related Remittance Period, adjusted to reflect unscheduled principal payments made thereafter that were included in the Principal Distribution Amount on the immediately preceding Distribution Date, plus any amounts on deposit in the Group II Pre-Funding Account.

 

For federal income tax purposes, the equivalent of the foregoing shall be expressed as a per annum rate (subject to adjustment based on the actual number of days elapsed in the related Interest Accrual Period) equal to the weighted average of the REMIC III Remittance Rate on REMIC III Regular Interest LT2GRP, weighted on the basis of the Uncertificated Balance of such REMIC III Regular Interest.

Group II Pre-Funding Account: The account established and maintained pursuant to Section 3.22.

plus , in the case of the Distribution Date immediately following the end of the Funding Period, any amounts remaining in the Group II Pre-Funding Account and not used by the Trustee to purchase Subsequent Mortgage Loans to be included in Loan Group II.

Group II Senior Principal Distribution Amount : For any Distribution Date, any amount equal to the excess of

Indenture : The indenture, or document of similar import, if any, pursuant to which any NIM Notes are issued.

Index : As to each adjustable-rate Mortgage Loan, the index from time to time in effect for the adjustment of the Mortgage Rate set forth as such on the related Mortgage Note.

Indirect Participant : A broker, dealer, bank, or other financial institution or other Person that clears through or maintains a custodial relationship with a Depository Participant.

Initial Group I Mortgage Loans: The Closing Date Mortgage Loans in Loan Group I.

Initial Group II Mortgage Loans: The Closing Date Mortgage Loans in Loan Group II.

Insurance Policy : For any Mortgage Loan included in the Trust Fund, any insurance policy, including all its riders and endorsements in effect, including any replacement policy or policies for any Insurance Policies.

Insurance Proceeds : Proceeds paid by an insurer pursuant to any Insurance Policy, in each case other than any amount included in such Insurance Proceeds in respect of Insured Expenses or released to the Mortgagor.

Insured Expenses : Expenses covered by an Insurance Policy, including the Pool Policy, or any other insurance policy with respect to the Mortgage Loans.

Interest Accrual Period : With respect to the Class A Certificates and the Subordinated Certificates and each Distribution Date, the period commencing on the preceding Distribution Date (or in the case of the first such Interest Accrual Period, commencing on the Closing Date) and ending on the day preceding such Distribution Date. With respect to the Class C Certificates and REMIC VII Regular Interest SWAP IO and each Distribution Date, the calendar month prior to the month of such Distribution Date.

Lender PMI Loan : Any Mortgage Loan with respect to which the related lender rather than the related borrower acquired primary mortgage guaranty insurance and charged the related borrower an interest premium.

LIBOR : For any Interest Accrual Period for the LIBOR Certificates, the rate determined by the Trustee on the related LIBOR Determination Date on the basis of the offered rate for one-month U.S. dollar deposits that appears on Telerate Page 3750 as of 11:00 a.m. (London time) on that date. If the rate does not appear on Telerate Page 3750, the rate for that date will be determined on the basis of the rates at which one-month U.S. dollar deposits are offered by the Reference Banks at approximately 11:00 a.m. (London time) on that date to prime banks in the London interbank market. In that case, the Trustee will request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two quotations are so provided, the rate for that date will be the arithmetic mean of the quotations (rounded upwards if necessary to the nearest whole multiple of 1/16%). If fewer than two quotations are provided as requested, the rate for that date will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the Servicer, at approximately 11:00 a.m. (New York City time) on that date for one-month U.S. dollar loans to leading European banks.

LIBOR Certificates : As specified in the Preliminary Statement.

LIBOR Determination Date :   For any Interest Accrual Period for the LIBOR Certificates, the second London Business Day preceding the commencement of the Interest Accrual Period.

Liquidated Mortgage Loan : For any Distribution Date, a defaulted Mortgage Loan (including any REO Property) that was liquidated in the calendar month preceding the month of the Distribution Date and as to which the Servicer has certified (in accordance with this Agreement) that it has received all amounts it expects to receive in connection with the liquidation of the Mortgage Loan, including the final disposition of an REO Property.

Liquidation Proceeds : Amounts, including Insurance Proceeds regardless of when received, received in connection with the partial or complete liquidation of defaulted Mortgage Loans, whether through trustee’s sale, foreclosure sale, 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 an REO Property, less the sum of related unreimbursed Servicing Fees, Servicing Advances and Advances.

Loan Group : Any of Loan Group I or Loan Group II, as applicable.

Loan Group I : The pool of Mortgage Loans identified on the Mortgage Loan Schedule as Group I Mortgage Loans.

Loan Group II : The pool of Mortgage Loans identified on the Mortgage Loan Schedule as Group II Mortgage Loans.

Loan-to-Value Ratio : For any Mortgage Loan and as of any date of determination, the fraction whose numerator is the principal balance of the related Mortgage Loan at that date of determination and whose denominator is the Collateral Value of the related Mortgaged Property.

London Business Day :   Any day on which dealings in deposits of United States dollars are transacted in the London interbank market.

Lost Mortgage Note : Any Mortgage Note the original of which was permanently lost or destroyed and has not been replaced.

Majority in Interest : As to any Class of Regular Certificates, the Holders of Certificates of such Class evidencing, in the aggregate, at least 51% of the Percentage Interests evidenced by all Certificates of such Class.

Margin : As to each adjustable-rate Mortgage Loan, the percentage amount on the related Mortgage Note added to the Index in calculating its Mortgage Rate.

Marker Rate: With respect to the Class C Interest and any Distribution Date, a per annum rate equal to two (2) times the weighted average of the REMIC III Remittance Rates for each REMIC III Regular Interest (other than REMIC III Regular Interest LTAA, LT1SUB, LT1GRP, LT2SUB, LT2GRP, LTXX, LTIO and LTP) subject to a cap (for each such REMIC III Regular Interest other than REMIC III Regular Interest LTZZ) equal to the REMIC III Remittance Rate for the REMIC III Regular Interest the ownership of which is represented by the Corresponding Certificate for the purpose of this calculation; with the rate on REMIC III Regular Interest LTZZ subject to a cap of zero for the purpose of this calculation; provided, however, that solely for this purpose, calculations of the REMIC III Remittance Rate and the related caps with respect to each such REMIC III Regular Interest, other than REMIC III Regular Interest LTZZ, shall be multiplied by a fraction, the numerator of which is the actual number of days in the Interest Accrual Period and the denominator of which is 30.

Maximum LTZZ Uncertificated Interest Deferral Amount : With respect to any Distribution Date, the excess of (i) accrued interest at the REMIC III Remittance Rate applicable to REMIC III Regular Interest LTZZ for such Distribution Date on a balance equal to the Uncertificated Balance of REMIC III Regular Interest LTZZ minus the REMIC III Overcollateralization Amount, in each case for such Distribution Date, over (ii) Uncertificated Interest on REMIC III Regular Interest LT1A1, REMIC III Regular Interest LT1A2, REMIC III Regular Interest LT2A1, REMIC III Regular Interest LT2A2, REMIC III Regular Interest LT2A3, REMIC III Regular Interest LT2A4, REMIC III Regular Interest LTM1, REMIC III Regular Interest LTM2, REMIC III Regular Interest LTM3, REMIC III Regular Interest LTM4, REMIC III Regular Interest LTM5, REMIC III Regular Interest LTM6, REMIC III Regular Interest LTM7, REMIC III Regular Interest LTM8 and REMIC III Regular Interest LTM9 for such Distribution Date, with the rate on each such REMIC III Regular Interest subject to a cap equal to the lesser of (i) LIBOR plus the related Pass-Through Margin and (ii) the related Net WAC Cap; provided, however, that solely for this purpose, calculations of the REMIC III Remittance Rate and the related caps with respect to REMIC III Regular Interest LT1A1, REMIC III Regular Interest LT1A2, REMIC III Regular Interest LT2A1 REMIC III Regular Interest LT2A2, REMIC III Regular Interest LT2A3, REMIC III Regular Interest LT2A4, REMIC III Regular Interest LTM1, REMIC III Regular Interest LTM2, REMIC III Regular Interest LTM3, REMIC III Regular Interest LTM4, REMIC III Regular Interest LTM5, REMIC III Regular Interest LTM6, REMIC III Regular Interest LTM7, REMIC III Regular Interest LTM8 and REMIC III Regular Interest LTM9 shall be multiplied by a fraction, the numerator of which is the actual number of days in the Interest Accrual Period and the denominator of which is 30.

Maximum Cap :   Any of the Group I Maximum Cap, the Group II Maximum Cap or the Subordinated Maximum Cap, as the context requires.  

Maximum Mortgage Rate: As to each adjustable-rate Mortgage Loan, the percentage set forth in the related Mortgage Note as the lifetime maximum mortgage rate to which such Mortgage Rate may be adjusted. As to each fixed-rate Mortgage Loan, the related Mortgage Rate.

MERS : Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, or any successor thereto.

MERS Mortgage Loan : Any Mortgage Loan registered with MERS on the MERS® System.

MERS® System : The system of recording transfers of mortgages electronically that is maintained by MERS.

MIN : The mortgage identification number for any MERS Mortgage Loan.

MOM Loan : Any Mortgage Loan as to which MERS is acting as mortgagee, solely as nominee for the originator of such Mortgage Loan and its successors and assigns.

Monthly Statement : The statement prepared by the Trustee pursuant to Section 4.03.

Moody’s : Moody’s Investors Service, Inc., or its successors in interest. If Moody’s is designated as a Rating Agency in the Preliminary Statement, for purposes of Section 10.05(b) the address for notices to Moody’s shall be Moody’s Investors Service, Inc., 99 Church Street, New York, New York 10007, Attention: Residential Loan Monitoring Group, or any other address that Moody’s furnishes to the Depositor and the Servicer.

Mortgage : The mortgage, deed of trust, or other instrument creating a first lien on an estate in fee simple or leasehold interest in real property securing a Mortgage Note.

Mortgage File : The mortgage documents listed in Section 2.01 pertaining to a particular Mortgage Loan and any additional documents delivered to the Trustee to be added to the Mortgage File pursuant to this Agreement.

Mortgage Loans : Such of the Closing Date Mortgage Loans and Subsequent Mortgage Loans transferred and assigned to the Trustee pursuant to this Agreement and each Subsequent Transfer Agreement, as from time to time are held as a part of the Trust Fund (including any REO Property), the Mortgage Loans so held being identified on the Mortgage Loan Schedule, notwithstanding foreclosure or other acquisition of title of the related Mortgaged Property.

Mortgage Loan Schedule : As of any date, the list of Mortgage Loans in Schedule I (as supplemented by each schedule of Subsequent Mortgage Loans) included in the Trust Fund on such date. The Mortgage Loan Schedule shall be prepared by the Seller and shall contain the following information with respect to each Mortgage Loan by Loan Group and in the aggregate:

The schedule shall also state the total of the amounts described under (v) above for all of the Mortgage Loans in each Loan Group and in the aggregate.

Mortgage Note : The original executed note or other evidence of the indebtedness of a Mortgagor under a Mortgage Loan .

Mortgage Rate : The annual rate of interest borne by a Mortgage Note from time to time minus any interest premium if the applicable Mortgage Note relates to a Lender PMI Loan, if any.

Mortgaged Property : The underlying property securing a Mortgage Loan.

Mortgagor : The obligors on a Mortgage Note.

Net Prepayment Interest Shortfall : For any Distribution Date and a Loan Group, the excess of the Prepayment Interest Shortfalls for such Distribution Date and such Loan Group over the sum of (i) the Compensating Interest for such Loan Group and such Distribution Date and (ii) the excess of the Compensating Interest for the other Loan Group over the Prepayment Interest Shortfalls for such other Loan Group.

Net Swap Payment : With respect to each Distribution Date, the net payment required to be made pursuant to the terms of the Swap Agreement by either the Swap Provider or the Supplemental Interest Trust, which net payment shall not take into account any Swap Termination Payment.

Net WAC Cap : Any of the Group I Net WAC Cap, the Group II Net WAC Cap or the Subordinated Net WAC Cap, as the context requires.

NIM Insurer : Any insurer guarantying at the request of the Seller certain payments under the NIM Notes.

NIM Notes : Net interest margin securities, if any, which are secured by the cash flow on the Class C and/or Class P Certificates.

Nonrecoverable 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 be ultimately recoverable by the Servicer from the related Mortgagor or related Liquidation Proceeds or otherwise from collections related to the Mortgage Loan.

Notice of Final Distribution : The notice to be provided pursuant to Section 9.02, to the effect that final distribution on any of the Certificates shall be made only on its presentation and surrender.

Notional Amount : With respect to the Class C Interest and any Distribution Date, the aggregate Uncertificated Balance of the REMIC III Regular Interests (other than REMIC III Regular Interest LTP) immediately prior to Distribution Date.

Offered Certificates : As specified in the Preliminary Statement.

Officer’s Certificate : A certificate (i) signed by the Chairman of the Board, the Vice Chairman of the Board, the President, a Managing Director, 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 (ii) if provided for in this Agreement, signed by a Servicing Officer, as the case may be, and delivered to the Depositor and the Trustee as required by this Agreement.

Opinion of Counsel : For the interpretation or application of the REMIC Provisions, counsel must (i) in fact be independent of the Depositor and the Servicer, (ii) not have any direct financial interest in the Depositor or the Servicer or in any affiliate of either, and (iii) not be connected with the Depositor or the Servicer as an officer, employee, promoter, underwriter, trustee, partner, director, or person performing similar functions. Otherwise, Opinion of Counsel is a written opinion of counsel, who may be counsel for the Depositor or the Servicer, including in-house counsel, reasonably acceptable to the Trustee.

Optional Termination : The termination of the Trust Fund created hereunder in connection with the purchase of the Mortgage Loans pursuant to Section 9.01(a).

Optional Termination Date : The Distribution Date following the last day of the related Remittance Period on which the aggregate Stated Principal Balance of the Mortgage Loans and any REO Property declines to less than 10% of the sum of (i) the aggregate Stated Principal Balance of the Closing Date Mortgage Loans as of the Cut-off Date and (ii) the sum of aggregate Stated Principal Balances of the Subsequent Mortgage Loans as of the related Subsequent Cut-off Dates.

Original Group I Pre-Funded Amount:   The amount deposited by the Depositor in the Group I Pre-Funding Account on the Closing Date, which amount is $[   ].

Original Group II Pre-Funded Amount.   The amount deposited by the Depositor in the Group II Pre-Funding Account on the Closing Date, which amount is $[   ].

Original Pre-Funded Amounts: The Original Group I Pre-Funded Amount and the Original Group II Pre-Funded Amount, as applicable.

OTS : The Office of Thrift Supervision.

Outstanding : For the Certificates as of any date of determination, all Certificates theretofore executed and authenticated under this Agreement except:

Outstanding Mortgage Loan : As of any Due Date, a Mortgage Loan with a Stated Principal Balance greater than zero that was not the subject of a Principal Prepayment in Full before the Due Date or during the Prepayment Period related to that Due Date and that did not become a Liquidated Mortgage Loan before the Due Date.

Overcollateralization Amount : For any Distribution Date, the excess of

(a)   the aggregate Stated Principal Balance of the Mortgage Loans as of the Distribution Date, plus any amounts on deposit in the Pre-Funding Accounts as of the close of business on such Distribution Date (exclusive of any investment income therein) over

(b)   the aggregate Class Certificate Balance of the Class A, Subordinated and Class P Certificates on such Distribution Date (assuming 100% of the Principal Remittance Amount is distributed to those Certificates on such Distribution Date).

Overcollateralization Deficiency : For any Distribution Date, the excess of (a) the Overcollateralization Target Amount applicable to such Distribution Date over (b) the Overcollateralization Amount for that Distribution Date.

Ownership Interest : As to any Residual Certificate, any ownership interest in the Certificate, including any interest in the Certificate as its Holder and any other interest therein, whether direct or indirect, legal or beneficial.

Pass-Through Margin : For each Class of Class A and Subordinate Certificates for the Interest Accrual Period for each Distribution Date on or before the Optional Termination Date, the respective amount set forth below:

 

For the Interest Accrual Period for each Distribution Date after the Optional Termination Date, the Pass-Through Margin for each of the Class 1A-1, Class 1A-2, Class 2A-1, Class 2A-2 and Class 2A-3 Certificates shall be [ ] times its initial margin and the Pass-Through Margin for each Class of Subordinated Certificates shall be [ ] times its initial margin.

Pass-Through Rate:   With respect to any Class of Class A Certificates or Subordinated Certificates and any Distribution Date, the least of (x) LIBOR plus the related Pass-Through Margin for such Distribution Date, (y) the related Net WAC Cap for such Distribution Date and (z) the related Maximum Cap for such Distribution Date.

With respect to the Class C Interest and any Distribution Date, a rate per annum equal to the percentage equivalent of a fraction, the numerator of which is the sum of the amounts calculated pursuant to clauses (A) through (R) below, and the denominator of which is the aggregate Uncertificated Balance of REMIC III Regular Interest LTAA, REMIC III Regular Interest LT1A1, REMIC III Regular Interest LT1A2, REMIC III Regular Interest LT2A1, REMIC III Regular Interest LT2A2, REMIC III Regular Interest LT2A3, REMIC III Regular Interest LT2A4, REMIC III Regular Interest LTM1, REMIC III Regular Interest LTM2, REMIC III Regular Interest LTM3, REMIC III Regular Interest LTM4, REMIC III Regular Interest LTM5, REMIC III Regular Interest LTM6, REMIC III Regular Interest LTM7, REMIC III Regular Interest LTM8, REMIC III Regular Interest LTM9 and REMIC III Regular Interest LTZZ. For purposes of calculating the Pass-Through Rate for the Class C Interest, the numerator is equal to the sum of the following components:

(A)   the REMIC III Remittance Rate for REMIC III Regular Interest LTAA minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC III Regular Interest LTAA;

(B)   the REMIC III Remittance Rate for REMIC III Regular Interest LT1A1 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC III Regular Interest LT1A1;

(C)   the REMIC III Remittance Rate for REMIC III Regular Interest LT1A2 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC III Regular Interest LT1A2;

(D)   the REMIC III Remittance Rate for REMIC III Regular Interest LT2A1 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC III Regular Interest LT2A1;

(E)   the REMIC III Remittance Rate for REMIC III Regular Interest LT2A2 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC III Regular Interest LT2A2;

(F)   the REMIC III Remittance Rate for REMIC III Regular Interest LT2A3 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC III Regular Interest LT2A3;

(G)   the REMIC III Remittance Rate for REMIC III Regular Interest LT2A4 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC III Regular Interest LT2A4;

(H)   the REMIC III Remittance Rate for REMIC III Regular Interest LTM1 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC III Regular Interest LTM1;

(I)   the REMIC III Remittance Rate for REMIC III Regular Interest LTM2 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC III Regular Interest LTM2;

(J)   the REMIC III Remittance Rate for REMIC III Regular Interest LTM3 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC III Regular Interest LTM3;

(K)   the REMIC III Remittance Rate for REMIC III Regular Interest LTM4 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC III Regular Interest LTM4;

(L)   the REMIC III Remittance Rate for REMIC III Regular Interest LTM5 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC III Regular Interest LTM5;

(M)   the REMIC III Remittance Rate for REMIC III Regular Interest LTM6 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC III Regular Interest LTM6;

(N)   the REMIC III Remittance Rate for REMIC III Regular Interest LTM7 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC III Regular Interest LTM7;

(O)   the REMIC III Remittance Rate for REMIC III Regular Interest LTM8 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC III Regular Interest LTM8;

(P)   the REMIC III Remittance Rate for REMIC III Regular Interest LTM9 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC III Regular Interest LTM9;

(Q)   the REMIC III Remittance Rate for REMIC III Regular Interest LTZZ minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC III Regular Interest LTZZ; and

(R)   100% of the interest on REMIC III Regular Interest LTP.

The Class P Certificates, Class R Certificates and Class R-X Certificates will not accrue interest and therefore will not have a Pass-Through Rate.

With respect to the Class C Certificates, 100% of the interest distributable to the Class C Interest, expressed as a per annum rate.

The Class IO Interest shall not have a Pass-Through Rate, but interest for such Regular Interest and each Distribution Date shall be an amount equal to 100% of the amounts distributable to REMIC III Regular Interest LTIO for such Distribution Date.

REMIC VII Regular Interest SWAP IO Interest shall not have a Pass-Through Rate, but interest for such Regular Interest and each Distribution Date shall be an amount equal to 100% of the amounts distributable to the Class IO Interest for such Distribution Date.

Percentage Interest : As to any Certificate, the percentage interest evidenced thereby in distributions required to be made on the related Class, such percentage interest being stated on its face or equal to the percentage obtained by dividing the Denomination of the Certificate by the aggregate of the Denominations of all Certificates of the same Class.

Performance Loan : Adjustable-rate Mortgage Loans that provide borrowers the potential of margin reduction for good payment history. If, at the time of evaluation, the related borrower has made scheduled payments in full since the origination of the loan with a maximum of one late payment (which, however, cannot be in the month of evaluation), the Mortgage Loan is eligible for a reduction (ranging from 0.50% to 1.00%) in the margin used to calculate the Mortgage Rate.

Periodic Rate Cap : As to any adjustable-rate Mortgage Loan and any Adjustment Date, the maximum percentage increase or decrease to the related Mortgage Rate on the Adjustment Date, as specified in the related Mortgage Note.

Permitted Investments : At any time, any of the following:

(i)    obligations of the United States or any agency thereof 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, or any lower rating that will not result in the downgrading or withdrawal of the ratings then assigned to the Certificates by the Rating Agencies, as evidenced by a signed writing delivered by each Rating Agency;

(iii)    commercial or finance company paper that is then receiving the highest commercial or finance company paper rating of each Rating Agency, or any lower rating that will not result in the downgrading or withdrawal of the ratings then assigned to the Certificates by the Rating Agencies, as evidenced by a signed writing delivered by each Rating Agency;

(iv)    certificates of deposit, demand or time deposits, or bankers’ acceptances 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 or state banking authorities; provided, that the commercial paper or long-term unsecured debt obligations of the depository institution or trust company (or in the case of the principal depository institution in a holding company system, the commercial paper or long-term unsecured debt obligations of the holding company, but only if Moody’s is not a Rating Agency) are then rated one of the two highest long-term and the highest short-term ratings of each Rating Agency for the securities, or any lower rating that will not result in the downgrading or withdrawal of the ratings then assigned to the Certificates by the Rating Agencies, as evidenced by a signed writing delivered by each Rating Agency;

(v)    demand or time deposits or certificates of deposit issued by any bank or trust company or savings institution to the extent that the deposits are fully insured by the FDIC;

(vi)    guaranteed reinvestment agreements issued by any bank, insurance company, or other corporation acceptable to the Rating Agencies at the time of the issuance of the agreements, as evidenced by a signed writing delivered by 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 (iv) above; provided, that such repurchase obligation would be accounted for as a financing arrangement under generally accepted accounting principles;

(viii)   securities (other than stripped bonds, stripped coupons, or instruments sold at a purchase price in excess of 115% of their face amount) bearing interest or sold at a discount, issued by any corporation incorporated under the laws of the United States or any state thereof, that, at the time of the investment, have one of the two highest ratings of each Rating Agency (except that if the Rating Agency is Moody’s, the rating shall be the highest commercial paper rating of Moody’s for the securities), or any lower rating that will not result in the downgrading or withdrawal of the ratings then assigned to the Certificates by the Rating Agencies, as evidenced by a signed writing delivered by each Rating Agency;

(ix)    units of a taxable money-market portfolio having the highest rating assigned by each Rating Agency and restricted to obligations issued or guaranteed by the United States of America or entities whose obligations are backed by the full faith and credit of the United States of America and repurchase agreements collateralized by such obligations; and

(x)    any other investments bearing interest or sold at a discount acceptable to the Rating Agencies that will not result in the downgrading or withdrawal of the ratings then assigned to the Certificates by the Rating Agencies, as evidenced by a signed writing delivered by each Rating Agency.

No Permitted Investment may (i) evidence the right to receive interest only payments with respect to the obligations underlying the instrument, (ii) be sold or disposed of before its maturity or (iii) be any obligation of the Seller or any of its Affiliates. Any Permitted Investment shall be relatively risk free and no options or voting rights shall be exercised with respect to any Permitted Investment. Any Permitted Investment shall be sold or disposed of in accordance with Statement of Financial Accounting Standards No. 140, paragraph 35c(6), in effect as of the Closing Date.

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 any Residual Certificate;

(iv)    rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code;

(v)    an “electing large partnership” as defined in Section 775 of the Code;

(vi)    a Person that is not a U.S. Person; and

(vii)   any other Person so designated by the Depositor based on an Opinion of Counsel that the Transfer of an Ownership Interest in a Residual Certificate to the Person may cause any REMIC created under this Agreement to fail to qualify as a REMIC at any time that the Certificates are outstanding.

The terms “ United States ,” “ State ,” and “ International Organization ” have the meanings in Section 7701 of the Code or successor provisions. A corporation will not be treated as an instrumentality of the United States or of any State or political subdivision thereof for these purposes if all of its activities are subject to tax and, with the exception of the FHLMC, a majority of its board of directors is not selected by such government unit.

Person : Any individual, corporation, partnership, joint venture, association, limited liability company, 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 Stated Principal Balance of the Outstanding Mortgage Loans on the last day of the related Remittance Period (after giving effect to Principal Prepayments received in the Prepayment Period related to that prior Due Date).

Pre-Funding Account: The Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable.

Prepayment Charge : As to a Mortgage Loan, any charge paid by a Mortgagor in connection with certain partial prepayments and all prepayments in full made within the related Prepayment Charge Period, the Prepayment Charges with respect to each applicable Mortgage Loan so held by the Trust Fund being identified in the Prepayment Charge Schedule.

Prepayment Charge Period : As to any Mortgage Loan, the period of time during which a Prepayment Charge may be imposed.

Prepayment Charge Schedule : As of any date, the list of Prepayment Charges included in the Trust Fund on that date (including the prepayment charge summary attached thereto). The Prepayment Charge Schedule shall contain the following information with respect to each Prepayment Charge:

(i)     the Mortgage Loan account number;

(ii)    a code indicating the type of Prepayment Charge;

(iii)   the state of origination in which the related Mortgaged Property is located;

(iv)   the first date on which a monthly payment is or was due under the related Mortgage Note;

(v)    the term of the Prepayment Charge;

(vi)   the original principal amount of the related Mortgage Loan; and

(vii)  the Cut-off Date Principal Balance or Subsequent Cut-off Date Principal Balance, as applicable, of the related Mortgage Loan.

The Prepayment Charge Schedule shall be amended from time to time by the Servicer in accordance with this Agreement and a copy of the amended schedule shall be delivered to the NIM Insurer.

Prepayment Interest Excess: As to any Principal Prepayment received by the Servicer on a Mortgage Loan from the first day through the fifteenth day of any calendar month other than [ ], all amounts paid by the related Mortgagor in respect of interest on such Principal Prepayment. All Prepayment Interest Excess shall be retained by the Servicer as additional servicing compensation.

Prepayment Interest Shortfall: As to any Distribution Date, Mortgage Loan and Principal Prepayment received on or after the sixteenth day of the month preceding the month of such Distribution Date (or, in the case of the first Distribution Date, on or after [ ]) and on or before the last day of the month preceding the month of such Distribution Date, the amount, if any, by which one month’s interest at the related Mortgage Rate, net of the Servicing Fee Rate, on such Principal Prepayment exceeds the amount of interest paid in connection with such Principal Prepayment.

Prepayment Period : As to any Distribution Date, the period from and including the 16 ^th day of the month immediately prior to the month of such Distribution Date (or, in the case of the first Distribution Date, on [ ]) to and including the 15 ^th day of the month of such Distribution Date.

Primary Insurance Policy : Each policy of primary mortgage guaranty insurance or any replacement policy therefor with respect to any Mortgage Loan.

Principal Distribution Amount : For any Distribution Date, the sum of (i) the excess if (a) the Principal Remittance Amount for both Loan Groups and such Distribution Date over (b) the Excess Overcollateralization Amount, if any, for such Distribution Date and (ii) the Extra Principal Distribution Amount for the Distribution Date.

Principal Prepayment : Any payment of principal by a Mortgagor on a Mortgage Loan (including the Purchase Price of any modified Mortgage Loan purchased pursuant to Section 3.12(c)) that is received in advance of its scheduled Due Date and is not accompanied by an amount representing scheduled interest due on any date in any month after the month of prepayment. The Servicer shall apply partial Principal Prepayments in accordance with the related Mortgage Note.

Principal Prepayment in Full : Any Principal Prepayment made by a Mortgagor of the entire principal balance of a Mortgage Loan.

Principal Remittance Amount : For any Distribution Date and Loan Group, the sum of the following amounts (without duplication) with respect to the Mortgage Loans in such Loan Group:

Private Certificates : As specified in the Preliminary Statement.

Prospectus Supplement : The Prospectus Supplement dated [ ] relating to the Offered Certificates.

PUD : Planned Unit Development.

Purchase Price : For any Mortgage Loan required to be purchased by the Seller pursuant to Section 2.01, 2.02, 2.03 or 2.05 or purchased by the Servicer pursuant to Section 3.12, the sum of :

(i)   100% of the unpaid principal balance of the Mortgage Loan on the date of the purchase;

(ii)   accrued interest on the Mortgage Loan at the applicable Mortgage Rate (or at the applicable Adjusted Mortgage Rate if (x) the purchaser is the Servicer or (y) if the purchaser is the Seller and the Seller is the Servicer) from the date through which interest was last paid by the Mortgagor to the Due Date in the month in which the Purchase Price is to be distributed to Certificateholders, net of any unreimbursed Advances made by the Servicer on the Mortgage Loan; and

(iii)   any costs and damages incurred by the Trust Fund in connection with any violation by the Mortgage Loan of any predatory or abusive lending law.

If the Mortgage Loan is a Mortgage Loan to be repurchased pursuant to Section 3.12, the interest component of the Purchase Price shall be computed (i) on the basis of the applicable Adjusted Mortgage Rate before giving effect to the related modification and (ii) from the date to which interest was last paid to the date on which the Mortgage Loan is assigned to the Servicer pursuant to Section 3.12(c).

Qualified Insurer : A mortgage guaranty insurance company duly qualified as such under the laws of the state of its principal place of business and each state having jurisdiction over the insurer in connection with the insurance policy issued by the insurer, duly authorized and licensed in such states to transact a mortgage guaranty insurance business in such states and to write the insurance provided by the insurance policy issued by it, approved as an FNMA- or FHLMC-approved mortgage insurer or having a claims paying ability rating of at least “AA” or an equivalent rating by a nationally recognized statistical rating organization. Any replacement insurer with respect to a Mortgage Loan must have at least as high a claims paying ability rating as the insurer it replaces had on the Closing Date.

Rating Agency : Each of the Rating Agencies specified in the Preliminary Statement. If any of them or a successor is no longer in existence, “ Rating Agency ” shall be the nationally recognized statistical rating organization, or other comparable Person, designated by the Depositor, notice of which designation shall be given to the Trustee. References to a given rating or rating category of a Rating Agency means the rating category without giving effect to any modifiers.

Realized Loss : The excess of the Stated Principal Balance of a defaulted Mortgage Loan over the net Liquidation Proceeds with respect thereto that are allocated to the principal balance of such Mortgage Loan.

Record Date : For the Class A and Subordinated Certificates held in book-entry form, the close of business on the Business Day before the related Distribution Date. For any Definitive Certificate, the close of business on the last Business Day of the month preceding the month of the related Distribution Date.

Reference Bank : As defined in Section 4.07.

Refinance Loan : Any Mortgage Loan the proceeds of which are used to refinance an existing Mortgage Loan.

Regular Certificates : Any Class A, Class M, Class C or Class P Certificate.

Regulation AB : Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be published by the Commission or its staff from time to time.

Relief Act: The Servicemembers Civil Relief Act.

Relief Act Interest Shortfall : With respect to any Distribution Date and any Mortgage Loan as to which there has been a reduction in the amount of interest collectible thereon for the most recently ended calendar month as a result of the application of the Relief Act or similar state laws, the amount, if any, by which (i) interest collectible on such Mortgage Loan for the most recently ended calendar month is less than (ii) interest accrued thereon for such month pursuant to the Mortgage Note.

REMIC : A “real estate mortgage investment conduit” within the meaning of Section 860D of the Code.

REMIC I : The segregated pool of assets subject hereto, constituting the primary trust created hereby and to be administered hereunder, with respect to which a REMIC election is to be made, consisting of: (i) such Mortgage Loans and Prepayment Charges as from time to time are subject to this Agreement, together with the Mortgage Files relating thereto, and together with all collections thereon and proceeds thereof; (ii) any REO Property, together with all collections thereon and proceeds thereof; (iii) the Trustee’s rights with respect to the Mortgage Loans under all insurance policies, required to be maintained pursuant to this Agreement and any proceeds thereof; (iv) the Depositor’s rights under this Agreement (including any security interest created thereby) to the extent conveyed pursuant to Section 2.01; and (v) the Collection Account, the Distribution Account and such assets that are deposited therein from time to time and any investments thereof, together with any and all income, proceeds and payments with respect thereto. Notwithstanding the foregoing, however, REMIC I specifically excludes the Pre-Funding Accounts, any Subsequent Mortgage Loan Interest, the Excess Reserve Fund Account, the Supplemental Interest Trust, the Swap Agreement, all payments and other collections of principal and interest due on the Mortgage Loans on or before the Cut-off Date and all Prepayment Charges payable in connection with Principal Prepayments made before the Cut-off Date.

REMIC I Regular Interest : Any of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a regular interest in REMIC I. Each REMIC I Regular Interest shall accrue interest at the related REMIC I Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC I Regular Interest I-LT1 : One of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LT1 shall accrue interest at the related REMIC I Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC I Regular Interest I-LT1PF : One of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LT1PF shall accrue interest at the related REMIC I Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC I Regular Interest I-LT2 : One of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LT2 shall accrue interest at the related REMIC I Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC I Regular Interest I-LT2PF : One of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LT2PF shall accrue interest at the related REMIC I Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC I Regular Interest I-LTP : One of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LTP shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC I Remittance Rate : With respect to REMIC I Regular Interest I-LT1 and REMIC I Regular Interest I-LT-P and (i) for the first Distribution Date, the weighted average of the Adjusted Net Mortgage Rates of the Initial Group I Mortgage Loans and (ii) thereafter, the weighted average of the Adjusted Net Mortgage Rates of the Group I Mortgage Loans. With respect to REMIC I Regular Interest I-LT2, and (i) for the first Distribution Date, the weighted average of the Adjusted Net Mortgage Rates of the Initial Group II Mortgage Loans and (ii) thereafter, the weighted average of the Adjusted Net Mortgage Rates of the Group II Mortgage Loans. With respect to REMIC I Regular Interest I-LT1PF and (i) the first Distribution Date, 0.000% and (ii) thereafter, the weighted average of the Adjusted Net Mortgage Rates of the Group I Mortgage Loans. With respect to REMIC I Regular Interest I-LT2PF and (i) the first Distribution Date, 0.000% and (ii) thereafter, the weighted average of the Adjusted Net Mortgage Rates of the Group II Mortgage Loans.

REMIC II Group I Regular Interests: REMIC II Regular Interest I and REMIC II Regular Interest I-1-A through REMIC II Regular Interest I-59-B as designated in the Preliminary Statement hereto.

REMIC II Group II Regular Interests: REMIC II Regular Interest II and REMIC II Regular Interest II-1-A through REMIC II Regular Interest II-59-B as designated in the Preliminary Statement hereto.

REMIC II Regular Interest: Any of the separate non certificated beneficial ownership interests in REMIC II issued hereunder and designated as a “regular interest” in REMIC II. Each REMIC II Regular Interest shall accrue interest at the related REMIC II Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto. The designations for the respective REMIC II Regular Interests are set forth in the Preliminary Statement hereto. The REMIC II Regular Interests consist of the REMIC II Group I Regular Interests, REMIC II Group II Regular Interests and REMIC II Regular Interest P.

REMIC II Remittance Rate: With respect to REMIC II Regular Interest I and REMIC II Regular Interest P, a per annum rate equal to the weighted average of the REMIC I Remittance Rates for REMIC I Regular Interests I-LT-1, I-LT1PF and I-LTP. With respect to each REMIC II Group I Regular Interest ending with the designation “A”, a per annum rate equal to the weighted average of the REMIC I Remittance Rates for REMIC I Regular Interests I-LT-1, I-LT1PF and I-LTP multiplied by 2, subject to a maximum rate of [ ]%. With respect to each REMIC II Group I Regular Interest ending with the designation “B”, the greater of (x) a per annum rate equal to the excess, if any, of (i) 2 multiplied by the weighted average of the REMIC I Remittance Rates for REMIC I Regular Interests I-LT-1, I-LT1PF and I-LTP over (ii) [ ]% and (y) [ ]%. With respect to REMIC II Regular Interest II, a per annum rate equal to the weighted average of the REMIC I Remittance Rates for REMIC I Regular Interests I-LT-2 and I-LT2PF. With respect to each REMIC II Group II Regular Interest ending with the designation “A”, a per annum rate equal to the weighted average of the REMIC I Remittance Rates for REMIC I Regular Interests I-LT-2 and I-LT2PF multiplied by 2, subject to a maximum rate of [ ]%. With respect to each REMIC II Group II Regular Interest ending with the designation “B”, the greater of (x) a per annum rate equal to the excess, if any, of (i) 2 multiplied by the weighted average of the REMIC I Remittance Rates for REMIC I Regular Interests I-LT-2 and I-LT2PF over (ii) [ ]% and (y) [ ]%.

REMIC III Interest Loss Allocation Amount : With respect to any Distribution Date, an amount (subject to adjustment based on the actual number of days elapsed in the respective Interest Accrual Periods for the indicated Regular Interests for such Distribution Date) equal to (a) the product of (i) 50% of the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties then outstanding and (ii) the REMIC III Remittance Rate for REMIC III Regular Interest LTAA minus the Marker Rate, divided by (b) 12.

REMIC III Marker Allocation Percentage : 50% of any amount payable or loss attributable from the Mortgage Loans, which shall be allocated to REMIC III Regular Interest LTAA, REMIC III Regular Interest LT1A1, REMIC III Regular Interest LT1A2, REMIC III Regular Interest LT2A1, REMIC III Regular Interest LT2A2, REMIC III Regular Interest LT2A3, REMIC III Regular Interest LT2A4, REMIC III Regular Interest LTM1, REMIC III Regular Interest LTM2, REMIC III Regular Interest LTM3, REMIC III Regular Interest LTM4, REMIC III Regular Interest LTM5, REMIC III Regular Interest LTM6, REMIC III Regular Interest LTM7, REMIC III Regular Interest LTM8, REMIC III Regular Interest LTM9 and REMIC III Regular Interest LTZZ.

REMIC III Overcollateralization Target Amount : 0.50% of the Overcollateralization Target Amount.

REMIC III Overcollateralized Amount : With respect to any date of determination, (i) 0.50% of the aggregate Uncertificated Balance of the REMIC III Regular Interests (other than REMIC III Regular Interest LTP) minus (ii) the aggregate Uncertificated Balance of REMIC III Regular Interest LT1A1, REMIC III Regular Interest LT1A2, REMIC III Regular Interest LT2A1, REMIC III Regular Interest LT2A2, REMIC III Regular Interest LT2A3, REMIC III Regular Interest LT2A4, REMIC III Regular Interest LTM1, REMIC III Regular Interest LTM2, REMIC III Regular Interest LTM3, REMIC III Regular Interest LTM4, REMIC III Regular Interest LTM5, REMIC III Regular Interest LTM6, REMIC III Regular Interest LTM7, REMIC III Regular Interest LTM8 and REMIC III Regular Interest LTM9, in each case as of such date of determination.

REMIC III Principal Loss Allocation Amount : With respect to any Distribution Date, an amount equal to the product of (i) 50% of the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties then outstanding and (ii) one (1) minus a fraction, the numerator of which is two (2) times the aggregate Uncertificated Balance of REMIC III Regular Interest LT1A1, REMIC III Regular Interest LT1A2, REMIC III Regular Interest LT2A1, REMIC III Regular Interest LT2A2, REMIC III Regular Interest LT2A3, REMIC III Regular Interest LT2A4, REMIC III Regular Interest LTM1, REMIC III Regular Interest LTM2, REMIC III Regular Interest LTM3, REMIC III Regular Interest LTM4, REMIC III Regular Interest LTM5, REMIC III Regular Interest LTM6, REMIC III Regular Interest LTM7, REMIC III Regular Interest LTM8, and REMIC III Regular Interest LTM9 and the denominator of which is the aggregate Uncertificated Balance of REMIC III Regular Interest LT1A1, REMIC III Regular Interest LT1A2, REMIC III Regular Interest LT2A1, REMIC III Regular Interest LT2A2, REMIC III Regular Interest LT2A3, REMIC III Regular Interest LT2A4, REMIC III Regular Interest LTM1, REMIC III Regular Interest LTM2, REMIC III Regular Interest LTM3, REMIC III Regular Interest LTM4, REMIC III Regular Interest LTM5, REMIC III Regular Interest LTM6, REMIC III Regular Interest LTM7, REMIC III Regular Interest LTM8, REMIC III Regular Interest LTM9 and REMIC III Regular Interest LTZZ.

REMIC III Regular Interest : Any of the separate non-certificated beneficial ownership interests in REMIC III issued hereunder and designated as a regular interest in REMIC III. Each REMIC III Regular Interest shall accrue interest at the related REMIC III Remittance Rate in effect from time to time, and shall be entitled to distributions of principal (other than the REMIC III Regular Interest LTIO), subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC III Regular Interest LT1GRP : One of the separate non-certificated beneficial ownership interests in REMIC III issued hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular Interest LT1GRP shall accrue interest at the related REMIC III Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC III Regular Interest LT1SUB : One of the separate non-certificated beneficial ownership interests in REMIC III issued hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular Interest LT1SUB shall accrue interest at the related REMIC III Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC III Regular Interest LT2GRP : One of the separate non-certificated beneficial ownership interests in REMIC III issued hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular Interest LT2GRP shall accrue interest at the related REMIC III Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC III Regular Interest LT2SUB : One of the separate non-certificated beneficial ownership interests in REMIC III issued hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular Interest LT2SUB shall accrue interest at the related REMIC III Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC III Regular Interest LTAA : One of the separate non-certificated beneficial ownership interests in REMIC III issued hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular Interest LTAA shall accrue interest at the related REMIC III Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC III Regular Interest LT1A1 : One of the separate non-certificated beneficial ownership interests in REMIC III issued hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular Interest LT1A1 shall accrue interest at the related REMIC III Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC III Regular Interest LT1A2 : One of the separate non-certificated beneficial ownership interests in REMIC III issued hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular Interest LT1A2 shall accrue interest at the related REMIC III Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC III Regular Interest LT2A1 : One of the separate non-certificated beneficial ownership interests in REMIC III issued hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular Interest LT2A1 shall accrue interest at the related REMIC III Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC III Regular Interest LT2A2 : One of the separate non-certificated beneficial ownership interests in REMIC III issued hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular Interest LT2A2 shall accrue interest at the related REMIC III Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC III Regular Interest LT2A3 : One of the separate non-certificated beneficial ownership interests in REMIC III issued hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular Interest LT2A3 shall accrue interest at the related REMIC III Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC III Regular Interest LT2A4 : One of the separate non-certificated beneficial ownership interests in REMIC III issued hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular Interest LT2A4 shall accrue interest at the related REMIC III Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC III Regular Interest LTIO : One of the separate non-certificated beneficial ownership interests in REMIC III issued hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular Interest LTIO shall accrue interest at the related REMIC III Remittance Rate in effect from time to time on its Uncertificated Notional Amount as set forth in the Preliminary Statement hereto.

REMIC III Regular Interest LTM1 : One of the separate non-certificated beneficial ownership interests in REMIC III issued hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular Interest LTM1 shall accrue interest at the related REMIC III Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC III Regular Interest LTM2 : One of the separate non-certificated beneficial ownership interests in REMIC III issued hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular Interest LTM2 shall accrue interest at the related REMIC III Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC III Regular Interest LTM3 : One of the separate non-certificated beneficial ownership interests in REMIC III issued hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular Interest LTM3 shall accrue interest at the related REMIC III Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC III Regular Interest LTM4 : One of the separate non-certificated beneficial ownership interests in REMIC III issued hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular Interest LTM4 shall accrue interest at the related REMIC III Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC III Regular Interest LTM5 : One of the separate non-certificated beneficial ownership interests in REMIC III issued hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular Interest LTM5 shall accrue interest at the related REMIC III Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC III Regular Interest LTM6 : One of the separate non-certificated beneficial ownership interests in REMIC III issued hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular Interest LTM6 shall accrue interest at the related REMIC III Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC III Regular Interest LTM7 : One of the separate non-certificated beneficial ownership interests in REMIC III issued hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular Interest LTM7 shall accrue interest at the related REMIC III Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC III Regular Interest LTM8 : One of the separate non-certificated beneficial ownership interests in REMIC III issued hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular Interest LTM8 shall accrue interest at the related REMIC III Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC III Regular Interest LTM9 : One of the separate non-certificated beneficial ownership interests in REMIC III issued hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular Interest LTM9 shall accrue interest at the related REMIC III Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC III Regular Interest LTP : One of the separate non-certificated beneficial ownership interests in REMIC III issued hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular Interest LTP shall be entitled to any Prepayment Charges collected by the Servicer and to a distribution of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC III Regular Interest LTXX : One of the separate non-certificated beneficial ownership interests in REMIC III issued hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular Interest LTXX shall accrue interest at the related REMIC III Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC III Regular Interest LTZZ : One of the separate non-certificated beneficial ownership interests in REMIC III issued hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular Interest LTZZ shall accrue interest at the related REMIC III Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC III Remittance Rate : With respect to REMIC III Regular Interest LTAA, REMIC III Regular Interest LT1A1, REMIC III Regular Interest LT1A2, REMIC III Regular Interest LT2A1, REMIC III Regular Interest LT2A2, REMIC III Regular Interest LT2A3, REMIC III Regular Interest LT2A4, REMIC III Regular Interest LTM1, REMIC III Regular Interest LTM2, REMIC III Regular Interest LTM3, REMIC III Regular Interest LTM4, REMIC III Regular Interest LTM5, REMIC III Regular Interest LTM6, REMIC III Regular Interest LTM7, REMIC III Regular Interest LTM8, REMIC III Regular Interest LTM9, REMIC III Regular Interest LTZZ, REMIC III Regular Interest LT1SUB, REMIC III Regular Interest LT2SUB and REMIC III Regular Interest LTXX, a per annum rate (but not less than zero) equal to the weighted average of (w) with respect to REMIC II Regular Interest I and REMIC II Regular Interest II, the REMIC II Remittance Rate for such REMIC II Regular Interest for each such Distribution Date, (x) with respect to REMIC II Regular Interests ending with the designation “B”, the weighted average of the REMIC II Remittance Rates for such REMIC II Regular Interests, weighted on the basis of the Uncertificated Balance of such REMIC II Regular Interests for each such Distribution Date and (y) with respect to REMIC II Regular Interests ending with the designation “A”, for each Distribution Date listed below, the weighted average of the rates listed below for each such REMIC II Regular Interest listed below, weighted on the basis of the Uncertificated Balance of each such REMIC II Regular Interest for each such Distribution Date: