POOLING AND SERVICING AGREEMENT

Exhibit 4.1

 

EXECUTION COPY

 

MERRILL LYNCH MORTGAGE INVESTORS, INC.

Depositor

 

TERWIN ADVISORS LLC,

Seller

 

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,

Servicing Administrator, Securities Administrator And Backup Servicer

 

SPECIALIZED LOAN SERVICING, LLC,

Servicer

 

and

U.S. BANK NATIONAL ASSOCIATION,

Trustee

 

 

POOLING AND SERVICING AGREEMENT

Dated as of April 1, 2005

 

 

TERWIN MORTGAGE TRUST

ASSET-BACKED CERTIFICATES, SERIES TMTS 2005- 6HE

TABLE OF CONTENTS

 

 

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TABLE OF CONTENTS

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TABLE OF CONTENTS

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TABLE OF CONTENTS

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TABLE OF CONTENTS

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POOLING AND SERVICING AGREEMENT, dated as of April 1, 2005, among MERRILL LYNCH MORTGAGE INVESTORS, INC., a Delaware corporation, as depositor (the “Depositor”), TERWIN ADVISORS LLC, a Delaware limited liability company, as seller (the “Seller”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America, as servicing administrator (in such capacity, the “Servicing Administrator”) as securities administrator (in such capacity, the “Securities Administrator”) and backup servicer (in such capacity, the “Backup Servicer”), SPECIALIZED LOAN SERVICING, LLC, a Delaware limited liability company, as servicer (the “Servicer”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).

 

The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. It is intended that for federal income tax purposes the Trust Fund will include (i) three real estate mortgage investment conduits (“REMIC 1”, “REMIC 2” and “REMIC 3”) in a tiered REMIC structure, (ii) the Initial ES Strip, (iii) amounts distributable to the Class X Certificates pursuant to Section 5.05(i), (iv) the Cap Contract and the Cap Contract Account, (v) the grantor trusts described in Section 2.07 and (vi) the Pre-Funding Account and Capitalized Interest Account. REMIC 1 will consist of all of the assets constituting the Trust Fund (other than assets described in clauses (ii), (iii), (iv), (v) and (vi) above and other than the interests in any of the REMICs provided for herein) and will be evidenced by the REMIC 1 Regular Interests (which will be uncertificated and will represent the “regular interests” in REMIC 1) and the Class LT1-R Interest as the single “residual interest” in REMIC 1. The Trustee will hold the REMIC 1 Regular Interests. REMIC 2 will consist of the REMIC 1 Regular Interests and will be evidenced by the REMIC 2 Regular Interests (which will be uncertificated and will represent the “regular interests” in REMIC 2) and the Class LT2-R Interest as the single “residual interest” in REMIC 2. The Trustee will hold the REMIC 2 Regular Interests. REMIC 3 will consist of the REMIC 2 Regular Interests and will be evidenced by the REMIC 3 Regular Interests (which will be uncertificated and will represent the “regular interests” in REMIC 3) and the REMIC 3 Residual Interest as the single “residual interest” in REMIC 3. The Class R Certificate will represent beneficial ownership of the Class LT1-R Interest, the Class LT2-R Interest and the REMIC 3 Residual Interest. The “latest possible maturity date” for federal income tax purposes of all the interests created hereby will be the Latest Possible Maturity Date.

 

All covenants and agreements made by the Seller in the Sale Agreement and by the Depositor and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates.

 

In consideration of the mutual agreements herein contained, the Depositor, the Servicing Administrator, the Servicer, the Securities Administrator, the Backup Servicer and the Trustee hereby agree as follows:

 

ARTICLE I

 

DEFINITIONS

 

Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:

 

Accepted Servicing Administration Practices : With respect to any Mortgage Loan, as applicable, either (x) those customary mortgage master servicing practices of prudent mortgage servicing institutions that master service mortgage loans of the same type and quality as such Mortgage Loan in the jurisdiction where the related Mortgaged Property is located, to the extent applicable to the Servicing Administrator (except in its capacity as successor to the Servicer), or (y) as provided in Section 5.01 hereof, but in no event below the standard set forth in clause (x).

Accepted Servicing Practices : With respect to any Mortgage Loan, the customary servicing practices, which will conform to the mortgage servicing practices of prudent mortgage lending institutions which service for their own account mortgage loans of the same type as such Mortgage Loan in the jurisdiction in which the related Mortgaged Property is located.

 

Accrual Period : With respect to the Certificates, the REMIC 1 Regular Interests, the REMIC 2 Regular Interests and the REMIC 3 Regular Interests and any Distribution Date, the period commencing on the immediately preceding Distribution Date (or, in the case of the first Distribution Date, the Closing Date) and ending on the day immediately preceding such Distribution Date. All calculations of interest on the Certificates, the REMIC 1 Regular Interests, the REMIC 2 Regular Interests and the REMIC Regular Interests will be made on the basis of the actual number of days elapsed in the related Accrual Period and a 360 day year.

 

Addition Notice : With respect to the transfer of Subsequent Mortgage Loans to the Trust Fund pursuant to Section 2.11, a notice of the Seller’s designation of the Subsequent Mortgage Loans to be sold to the Trust Fund, the proposed Subsequent Cut-off Date, the proposed Subsequent Transfer Date and the aggregate Stated Principal Balance of such Subsequent Mortgage Loans as of the Subsequent Cut-off Date. The Addition Notice shall be given to the Servicer, the Trustee and the Securities Administrator not later than three Business Days prior to the related Subsequent Transfer Date and shall be substantially in the form of Exhibit N.

 

Administration Fee : The sum of the Aggregate Servicing Fee, the Securities Administrator Fee and the Credit Risk Manager Fee.

 

Advance : The aggregate of the advances required to be made by the Servicer with respect to any Distribution Date pursuant to Section 5.01.

 

Advance Facility : A financing or other facility as described in Section 5.02(a).

 

Advance Facility Notice : As defined in Section 5.02(b) hereof.

 

Advance Financing Person : As defined in Section 5.02(a) hereof.

 

Advance Reimbursement Amounts : As defined in Section 5.02(b) hereof.

 

Affiliate : With respect to any specified Person, any other Person controlling, controlled by or under common control with such Person. For the purposes of this definition, “control” means the power to direct the management and policies of a Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

 

Aggregate Certificate Principal Balance : For any date of determination, the sum of the Class A Certificate Principal Balance, the Class M-1 Certificate Principal Balance, the Class M-2 Certificate Principal Balance, the Class M-3 Certificate Principal Balance, the Class M-4 Certificate Principal Balance, the Class M-5 Certificate Principal Balance, the Class M-6 Certificate Principal Balance, the Class B-1 Certificate Principal Balance, the Class B-2 Certificate Principal Balance, the Class B-3 Certificate Principal Balance, the Class B-4 Certificate Principal Balance, the Class B-5 Certificate Principal Balance and the Class B-6 Certificate Principal Balance, in each case as of such date of determination.

 

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Aggregate Servicing Fee : As to each Mortgage Loan and any Distribution Date, an amount equal to one month’s interest at the Servicing Fee Rate on the Stated Principal Balance of such Mortgage Loan as of the immediately preceding Distribution Date or, in the event of any payment of interest that accompanies a Principal Prepayment in full made by the Mortgagor, interest at the Servicing Fee Rate on the Stated Principal Balance of such Mortgage Loan as of the immediately preceding Distribution Date for the period covered by such payment of interest (in each case payable from interest collections on such Mortgage Loan).

 

Agreement : This Pooling and Servicing Agreement and any and all amendments or supplements hereto made in accordance with the terms herein.

 

Amounts For Future Distribution : As to any Distribution Date, the aggregate amount held in the related Collection Account (with respect to the Servicer) or the Servicing Administrator Collection Account (with respect to the Servicing Administrator) at the close of business on the immediately preceding Determination Date on account of (i) all Scheduled Payments or portions thereof received in respect of the Mortgage Loans due after the related Due Period and (ii) Principal Prepayments and Liquidation Proceeds received in respect of the Mortgage Loans after the last day of the related Prepayment Period.

 

Applied Realized Loss Amount : With respect to any Distribution Date, the amount, if any, by which, the Aggregate Certificate Principal Balance after distributions of principal on such Distribution Date exceeds the sum of the (x) aggregate Stated Principal Balance of the Mortgage Loans as of such Distribution Date and (y) the amount on deposit in the Pre-Funding Account as of such Distribution Date (disregarding income or loss on investments of amount on deposit in the Pre-Funding Account).

 

Assignment of Mortgage : An assignment of the Mortgage, notice of transfer or equivalent instrument, in recordable form, sufficient under the laws of the jurisdiction where the related Mortgaged Property is located to reflect of record the sale and assignment of the Mortgage Loan to the Trustee, which assignment, notice of transfer or equivalent instrument may, if permitted by law, be in the form of one or more blanket assignments covering Mortgages secured by Mortgaged Properties located in the same county.

 

Authenticating Agent : As defined in Section 6.10 hereof.

 

Available Funds Cap : As of any Distribution Date, a per annum rate equal to the product of (A) 12 times the quotient obtained by dividing (x) the excess of (a) the sum of (I) the total scheduled interest on the Included Mortgage Loans for the related Due Period and (II) for Distribution Dates on or prior to the Distribution Date in June 2005, one-twelfth of the product of the Pre-Funded Amount as of the close of the calendar month preceding the month in which such Distribution Date occurs (or, if such date would be prior to the Closing Date, the Original Pre-Funded Amount) and the Net WAC for such Distribution Date over (b) the Administration Fee for such Distribution Date by (y) the Aggregate Certificate Principal Balance immediately prior to such Distribution Date and (B) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the related Accrual Period.

 

Backup Servicer : JPMorgan, or its permitted successor in interest or assignee or any successor Backup Servicer appointed pursuant to the provisions hereof.

 

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Balloon Loan : A Mortgage Loan having an original term to stated maturity of generally up 15 years which provides for level monthly payments of principal and interest generally based on a 30 year amortization schedule, with a balloon payment of the remaining outstanding principal balance due on such Mortgage Loan at its stated maturity.

 

Book-Entry Certificates : Any of the Certificates that shall be registered in the name of the Depository or its nominee, the ownership of which is reflected on the books of the Depository or on the books of a Person maintaining an account with the Depository (directly, as a “Depository Participant,” or indirectly, as an indirect participant in accordance with the rules of the Depository and as described in Section 6.06). As of the Closing Date, each of the Class A, Class M, Class B and Class S Certificates constitutes a Class of Book-Entry Certificates.

 

Book-Entry Regulation S Global Securities : As defined in Section 6.01 hereof.

 

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, or the city in which the Corporate Trust Office of the Trustee or the Securities Administrator is located, or financial and savings and loan institutions in the States of California, Texas or Colorado are authorized or obligated by law or executive order to be closed.

 

Cap Contract : The amended confirmation and agreement and any related confirmation thereto, between the Cap Contract Counterparty and Terwin Advisors LLC (in the form of Exhibit O hereto).

 

Cap Contract Account : The separate Eligible Account created and maintained by the Securities Administrator, on behalf of the Trustee, pursuant to Section 5.05(l) in the name of the Trustee for the benefit of the Trust Fund and designated “JPMorgan Chase Bank, N.A., as securities administrator for U.S. Bank National Association, as Trustee, in trust for registered holders of Terwin Mortgage Trust 2005-6HE, Asset-Backed Certificates, Series TMTS 2005-6HE.” Funds in the Cap Contract Account shall be held in trust for the Trust Fund for the uses and purposes set forth in this Agreement.

 

Cap Contract Counterparty : Bear Stearns Financial Products Inc.

 

Cap Contract Notional Balance : With respect to any Distribution Date, the Cap Contract Notional Balance set forth below for such Distribution Date:

 

One-Month LIBOR Cap Table

 

 

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Cap Contract Termination Date : The Distribution Date after February, 2008.

 

Capitalized Interest Account : The account defined in Section 5.08 herein.

 

Capitalized Interest Amount : The amount paid by the Seller to the Securities Administrator for deposit into the Capitalized Interest Account on the Closing Date pursuant to Section 5.08, which amount is $336,796.00.

 

Certificate : Any one of the certificates of any Class executed by the Securities Administrator and authenticated by the Authenticating Agent in substantially the forms attached hereto as Exhibits A.

 

Certificate Account : The separate Eligible Account created and maintained by the Securities Administrator pursuant to Section 3.05(f) in the name of the Trustee for the benefit of the Certificateholders and designated “JPMorgan Chase Bank, N.A., as securities administrator for U.S. Bank National Association, as trustee, in trust for registered holders of Terwin Mortgage Trust, Asset-Backed Certificates, Series TMTS 2005-6HE.” Funds in the Certificate Account shall be held in trust for the Certificateholders for the uses and purposes set forth in this Agreement.

 

Certificate Owner : With respect to a Book-Entry Certificate, the Person that is the beneficial owner of such Book-Entry Certificate.

 

Certificate Principal Balance : As to any Certificate (other than a Class X, Class ES, Class S or Class R Certificate) and as of any Distribution Date, the Initial Certificate Principal Balance of such Certificate less the sum of (1) all amounts distributed with respect to such Certificate in reduction of the Certificate Principal Balance thereof on previous Distribution Dates pursuant to Section 5.05, and (2) any Applied Realized Loss Amounts allocated to such Certificate on previous Distribution Dates pursuant to Section 5.05(j). Notwithstanding the foregoing on any Distribution Date relating to a Due Period in which a Subsequent Recovery has been received by the Servicer, the Certificate Principal Balance of any Class of Certificates then outstanding for which any Applied Realized Loss Amount has been allocated will be increased, in order of seniority, by an amount equal to the lesser of (i) the Unpaid Realized Loss Amount for such Class of Certificates and (ii) the total of any Subsequent Recovery in respect of principal distributed on such date to the Certificateholders (reduced by the amount of the increase in the Certificate Principal Balance of any more senior Class of Certificates pursuant to this sentence on such Distribution Date).

 

Certificate Register : The register maintained pursuant to Section 6.02 hereof.

 

Certificate Registrar : The Certificate Registrar appointed pursuant to Section 6.02 hereof.

 

Certificateholder or Holder : The Person in whose name a Certificate is registered in the Certificate Register (initially, Cede & Co., as nominee for the Depository, in the case of the Book-Entry Certificates) in the case of any Class of Certificates except that solely for the purpose of giving any consent pursuant to this Agreement, any Certificate registered in the name of the Depositor or any Affiliate of the Depositor shall be deemed not to be Outstanding and the Percentage Interest evidenced thereby shall not be taken into account in determining whether the requisite amount of Percentage Interests necessary to effect such consent has been obtained; provided, however, that if any such Person

 

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(including the Depositor) owns 100% of the Percentage Interests evidenced by a Class of Certificates, such Certificates shall be deemed to be Outstanding for purposes of any provision hereof that requires the consent of the Holders of Certificates of a particular Class as a condition to the taking of any action hereunder. The Securities Administrator, the Trustee and the Certificate Registrar 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.

 

Certification : As defined in Section 3.20 hereof.

 

Class : All Certificates bearing the same Class designation as set forth in Section 6.01 hereof.

 

Class A Certificate Principal Balance : For any date of determination, the sum of the Class A-1A Certificate Principal Balance, the Class A-1B Certificate Principal Balance and the Class A-1C Certificate Principal Balance.

 

Class A Certificates : Any of the Class A-1A Certificates, the Class A-1B Certificates and the Class A-1C Certificates.

 

Class A Principal Distribution Amount : With respect to any Distribution Date (1) prior to the Stepdown Date or any Distribution Date on which a Trigger Event exists, 100% of the Principal Distribution Amount for such Distribution Date and (2) on or after the Stepdown Date where a Trigger Event does not exist, the excess of (A) the Class A Certificate Principal Balance immediately prior to such Distribution Date over (B) the lesser of (i) 60.60% of the Stated Principal Balance of the Mortgage Loans as of the end of the immediately preceding Due Period and (ii) the excess of the Stated Principal Balance of the Mortgage Loans as of the end of the immediately preceding Due Period over the Minimum Required Overcollateralization Amount; provided, however, that in no event will the Class A Principal Distribution Amount with respect to any Distribution Date exceed the aggregate Certificate Principal Balance of the Class A Certificates.

 

Class A-1A Certificate Principal Balance : As of any date of determination, the aggregate Certificate Principal Balance of the Class A-1A Certificates.

 

Class A-1A Certificates : Any Certificate designated as a “Class A-1A Certificate” on the face thereof, in the form of Exhibit A hereto, representing the right to distributions as set forth herein.

 

Class A-1A Current Interest : As of any Distribution Date, the interest accrued during the related Accrual Period at the Class A-1A Pass-Through Rate on the Class A-1A Certificate Principal Balance as of the first day of such Accrual Period (after giving effect to all distributions of principal made or deemed to be made as of such first day) plus the Current Interest and Interest Carry Forward Amount portions of any previous distributions on such Class that are recovered as a voidable preference by a trustee in bankruptcy, less any Non-Supported Interest Shortfall allocated on such Distribution Date to the Class A-1A Certificates.

 

Class A-1A Interest Carry Forward Amount : As of any Distribution Date, the sum of (1) the excess of (A) the Class A-1A Current Interest with respect to prior Distribution Dates (excluding any Floating Rate Certificate Carryover for the Class A-1A Certificates) over (B) the amount actually distributed to the Class A-1A Certificates with respect to Class A-1A Current Interest and Class A -1A Current Interest Carry Forward Amounts on such prior Distribution Dates and (2) interest on such excess (to the extent permitted by applicable law) at the Class A-1A Pass-Through Rate for the related Accrual Period.

 

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Class A-1A Margin : As of any Distribution Date up to and including the Optional Termination Date for the Certificates, 0.15% per annum and, as of any Distribution Date after the Optional Termination Date, 0.30% per annum.

 

Class A-1A Pass-Through Rate : For the first Distribution Date, 3.13% per annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR plus the Class A-1A Margin, (2) the Maximum Rate Cap and (3) the Available Funds Cap for such Distribution Date.

 

Class A-1B Certificate Principal Balance : As of any date of determination, the aggregate Certificate Principal Balance of the Class A-1B Certificates.

 

Class A-1B Certificates : Any Certificate designated as a “Class A-1B Certificate” on the face thereof, in the form of Exhibit A hereto, representing the right to distributions as set forth herein.

 

Class A-1B Current Interest : As of any Distribution Date, the interest accrued during the related Accrual Period at the Class A-1B Pass-Through Rate on the Class A-1B Certificate Principal Balance as of the first day of such Accrual Period (after giving effect to all distributions of principal made or deemed to be made as of such first day) plus the Current Interest and Interest Carry Forward Amount portions of any previous distributions on such Class that are recovered as a voidable preference by a trustee in bankruptcy, less any Non-Supported Interest Shortfall allocated on such Distribution Date to the Class A-1B Certificates.

 

Class A-1B Interest Carry Forward Amount : As of any Distribution Date, the sum of (1) the excess of (A) the Class A-1B Current Interest with respect to prior Distribution Dates (excluding any Floating Rate Certificate Carryover for the Class A-1B Certificates) over (B) the amount actually distributed to the Class A-1B Certificates with respect to Class A-1A Current Interest and Class A-1B Current Interest Carry Forward Amounts on such prior Distribution Dates and (2) interest on such excess (to the extent permitted by applicable law) at the Class A-1B Pass-Through Rate for the related Accrual Period.

 

Class A-1B Margin : As of any Distribution Date up to and including the Optional Termination Date for the Certificates, 0.28% per annum and, as of any Distribution Date after the Optional Termination Date, 0.56% per annum.

 

Class A-1B Pass-Through Rate : For the first Distribution Date, 3.26% per annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR plus the Class A-1B Margin, (2) the Maximum Rate Cap and (3) the Available Funds Cap for such Distribution Date.

 

Class A-1C Certificate Principal Balance : As of any date of determination, the aggregate Certificate Principal Balance of the Class A-1C Certificates.

 

Class A-1C Certificates : Any Certificate designated as a “Class A-1C Certificate” on the face thereof, in the form of Exhibit A hereto, representing the right to distributions as set forth herein.

 

Class A-1C Current Interest : As of any Distribution Date, the interest accrued during the related Accrual Period at the Class A-1C Pass-Through Rate on the Class A-1C Certificate Principal Balance as of the first day of such Accrual Period (after giving effect to all distributions of principal made or deemed to be made as of such first day) plus the Current Interest and Interest Carry Forward Amount portions of any previous distributions on such Class that are recovered as a voidable preference by a trustee in bankruptcy, less any Non-Supported Interest Shortfall allocated on such Distribution Date to the Class A-1C Certificates.

 

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Class A-1C Interest Carry Forward Amount : As of any Distribution Date, the sum of (1) the excess of (A) the Class A-1C Current Interest with respect to prior Distribution Dates (excluding any Floating Rate Certificate Carryover for the Class A-1C Certificates) over (B) the amount actually distributed to the Class A-1C Certificates with respect to Class A-1C Current Interest and Class A -1C Current Interest Carry Forward Amounts on such prior Distribution Dates and (2) interest on such excess (to the extent permitted by applicable law) at the Class A-1C Pass-Through Rate for the related Accrual Period.

 

Class A-1C Margin : As of any Distribution Date up to and including the Optional Termination Date for the Certificates, 0.38% per annum and, as of any Distribution Date after the Optional Termination Date, 0.76% per annum.

 

Class A-1C Pass-Through Rate : For the first Distribution Date, 3.36% per annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR plus the Class A-1C Margin, (2) the Maximum Rate Cap and (3) the Available Funds Cap for such Distribution Date.

 

Class B Certificates : The Class B-1 Certificates, Class B-2 Certificates, Class B-3 Certificates, Class B-4 Certificates, Class B-5 Certificates and Class B-6 Certificates.

 

Class B-1 Applied Realized Loss Amount : As of any Distribution Date, the sum of all Applied Realized Loss Amounts with respect to the Mortgage Loans which have been applied to the reduction of the Certificate Principal Balance of the Class B-1 Certificates.

 

Class B-1 Certificate : Any Certificate designated as a “Class B-1 Certificate” on the face thereof, in the form of Exhibit A hereto, representing the right to distributions as set forth herein.

 

Class B-1 Certificate Principal Balance : As of any date of determination, the aggregate Certificate Principal Balance of the Class B-1 Certificates.

 

Class B-1 Current Interest : As of any Distribution Date, the interest accrued during the related Accrual Period at the Class B-1 Pass-Through Rate on the Class B-1 Certificate Principal Balance as of the first day of such Accrual Period (after giving effect to all distributions of principal made or deemed to be made as of such first day) plus the Current Interest and Interest Carry Forward Amount portions of any previous distributions on such Class that are recovered as a voidable preference by a trustee in bankruptcy, less any Non-Supported Interest Shortfall allocated on such Distribution Date to the Class B-1 Certificates.

 

Class B-1 Interest Carry Forward Amount : As of any Distribution Date, the sum of (1) the excess of (A) the Class B-1 Current Interest with respect to prior Distribution Dates (excluding any Floating Rate Certificate Carryover for the Class B-1 Certificates) over (B) the amount actually distributed to the Class B-1 Certificates with respect to Class B-1 Current Interest and Class B-1 Current Interest Carry Forward Amounts on such prior Distribution Dates and (2) interest on such excess (to the extent permitted by applicable law) at the Class B-1 Pass-Through Rate for the related Accrual Period.

 

Class B-1 Margin : As of any Distribution Date up to and including the Optional Termination Date for the Certificates, 1.20% per annum and, as of any Distribution Date after the Optional Termination Date, 1.80% per annum.

 

Class B-1 Pass-Through Rate : For the first Distribution Date, 4.18% per annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR plus the Class B-1 Margin, (2) the Maximum Rate Cap and (3) the Available Funds Cap for such Distribution Date.

 

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Class B-1 Principal Distribution Amount : With respect to any Distribution Date on or after the Stepdown Date, 100% of the Principal Distribution Amount for such Distribution Date if the Class A Certificate Principal Balance and the Class M Certificate Principal Balance have been reduced to zero and a Trigger Event exists, or as long as a Trigger Event does not exist, the excess of (1) the sum of (A) the Class A Certificate Principal Balance (after taking into account distributions of the Class A Principal Distribution Amount on such Distribution Date), (B) the Class M Certificate Principal Balance (after taking into account distributions of the Class M Principal Distribution Amount on such Distribution Date) and (C) the Class B-1 Certificate Principal Balance immediately prior to such Distribution Date over (2) the lesser of (A) 89.40% of the Stated Principal Balance of the Mortgage Loans as of the end of the immediately preceding Due Period and (B) the excess of the Stated Principal Balance of the Mortgage Loans as of the end of the immediately preceding Due Period over the Minimum Required Overcollateralization Amount. Notwithstanding the foregoing, (I) on any Distribution Date prior to the Stepdown Date on which the Certificate Principal Balance of each Class of Class A and Class M Certificates has been reduced to zero, the Class B-1 Principal Distribution Amount will equal the lesser of (x) the outstanding Class B-1 Certificate Principal Balance and (y) 100% of the Principal Distribution Amount remaining after any distributions on such Class A and Class M Certificates and (II) in no event will the Class B-1 Principal Distribution Amount with respect to any Distribution Date exceed the Class B-1 Certificate Principal Balance.

 

Class B-1 Unpaid Realized Loss Amount : As of any Distribution Date, the excess of (1) the Class B-1 Applied Realized Loss Amount over (2) the sum of (x) all distributions in reduction of the Class B-1 Unpaid Realized Loss Amounts on all previous Distribution Dates and (y) all increases in the Certificate Principal Balance of such Class B-1 Certificates pursuant to the definition of “Certificate Principal Balance.”

 

Class B-2 Applied Realized Loss Amount : As of any Distribution Date, the sum of all Applied Realized Loss Amounts with respect to the Mortgage Loans which have been applied to the reduction of the Certificate Principal Balance of the Class B-2 Certificates.

 

Class B-2 Certificate : Any Certificate designated as a “Class B-2 Certificate” on the face thereof, in the form of Exhibit A hereto, representing the right to distributions as set forth herein.

 

Class B-2 Certificate Principal Balance : As of any date of determination, the aggregate Certificate Principal Balance of the Class B-2 Certificates.

 

Class B-2 Current Interest : As of any Distribution Date, the interest accrued during the related Accrual Period at the Class B-2 Pass-Through Rate on the Class B-2 Certificate Principal Balance as of the first day of such Accrual Period (after giving effect to all distributions of principal made or deemed to be made as of such first day) plus the Current Interest and Interest Carry Forward Amount portions of any previous distributions on such Class that are recovered as a voidable preference by a trustee in bankruptcy, less any Non-Supported Interest Shortfall allocated on such Distribution Date to the Class B-2 Certificates.

 

Class B-2 Interest Carry Forward Amount : As of any Distribution Date, the sum of (1) the excess of (A) the Class B-2 Current Interest with respect to prior Distribution Dates (excluding any Floating Rate Certificate Carryover for the Class B-2 Certificates) over (B) the amount actually distributed to the Class B-2 Certificates with respect to Class B-2 Current Interest and Class B-2 Current Interest Carry Forward Amounts on such prior Distribution Dates and (2) interest on such excess (to the extent permitted by applicable law) at the Class B-2 Pass-Through Rate for the related Accrual Period.

 

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Class B-2 Margin : As of any Distribution Date, up to and including the Optional Termination Date for the Certificates, 1.30% per annum and, as of any Distribution Date after the Optional Termination Date, 1.95% per annum.

 

Class B-2 Pass-Through Rate : For the first Distribution Date, 4.28% per annum. As of any Distribution Date thereafter, the least of (i) One-Month LIBOR plus the Class B-2 Margin, (2) the Maximum Rate Cap and (3) the Available Funds Cap for such Distribution Date.

 

Class B-2 Principal Distribution Amount : With respect to any Distribution Date on or after the Stepdown Date, 100% of the Principal Distribution Amount for such Distribution Date if the Class A Certificate Principal Balance, the Class M Certificate Principal Balance and the Class B-1 Certificate Principal Balance have been reduced to zero and a Trigger Event exists, or as long as a Trigger Event does not exist, the excess of (1) the sum of (A) the Class A Certificate Principal Balance (after taking into account distributions of the Class A Principal Distribution Amount on such Distribution Date), (B) the Class M Certificate Principal Balance (after taking into account distributions of the Class M Principal Distribution Amount on such Distribution Date), (C) the Class B-1 Certificate Principal Balance (after taking into account distributions of the Class B-1 Principal Distribution Amount on such Distribution Date) and (D) the Class B-2 Certificate Principal Balance immediately prior to such Distribution Date over (2) the lesser of (A) 91.40% of the Stated Principal Balance of the Mortgage Loans as of the end of the immediately preceding Due Period and (B) the excess of the Stated Principal Balance of the Mortgage Loans as of the end of the immediately preceding Due Period over Minimum Required Overcollateralization Amount. Notwithstanding the foregoing, (I) on any Distribution Date prior to the Stepdown Date on which the Certificate Principal Balance of each Class of Class A, Class M and Class B-1 Certificates has been reduced to zero, the Class B-2 Principal Distribution Amount will equal the lesser of (x) the outstanding Class B-2 Certificate Principal Balance and (y) 100% of the Principal Distribution Amount remaining after any distributions on such Class A, Class M and Class B-1 Certificates and (II) in no event will the Class B-2 Principal Distribution Amount with respect to any Distribution Date exceed the Class B-2 Certificate Principal Balance.

 

Class B-2 Unpaid Realized Loss Amount : As of any Distribution Date, the excess of (1) the Class B-2 Applied Realized Loss Amount over (2) the sum of (x) all distributions in reduction of the Class B-2 Unpaid Realized Loss Amounts on all previous Distribution Dates and (y) all increases in the Certificate Principal Balance of such Class B-2 Certificates pursuant to the definition of “Certificate Principal Balance.”

 

Class B-3 Applied Realized Loss Amount : As of any Distribution Date, the sum of all Applied Realized Loss Amounts with respect to the Mortgage Loans which have been applied to the reduction of the Certificate Principal Balance of the Class B-3 Certificates.

 

Class B-3 Certificate : Any Certificate designated as a “Class B-3 Certificate” on the face thereof, in the form of Exhibit A hereto, representing the right to distributions as set forth herein.

 

Class B-3 Certificate Principal Balance : As of any date of determination, the aggregate Certificate Principal Balance of the Class B-3 Certificates.

 

Class B-3 Current Interest : As of any Distribution Date, the interest accrued during the related Accrual Period at the Class B-3 Pass-Through Rate on the Class B-3 Certificate Principal Balance as of the first day of such Accrual Period (after giving effect to all distributions of principal made or deemed to be made as of such first day) plus the Current Interest and Interest Carry Forward Amount portions of any previous distributions on such Class that are recovered as a voidable preference by a trustee in bankruptcy, less any Non-Supported Interest Shortfall allocated on such Distribution Date to the Class B-3 Certificates.

 

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Class B-3 Interest Carry Forward Amount : As of any Distribution Date, the sum of (1) the excess of (A) the Class B-3 Current Interest with respect to prior Distribution Dates (excluding any Floating Rate Certificate Carryover for the Class B-3 Certificates) over (B) the amount actually distributed to the Class B-3 Certificates with respect to Class B-3 Current Interest and Class B-3 Current Interest Carry Forward Amounts on such prior Distribution Dates and (2) interest on such excess (to the extent permitted by applicable law) at the Class B-3 Pass-Through Rate for the related Accrual Period.

 

Class B-3 Margin : As of any Distribution Date up to and including the Optional Termination Date for the Certificates, 2.10% per annum and, as of any Distribution Date after the Optional Termination Date, 3.15% per annum.

 

Class B-3 Pass-Through Rate : For the first Distribution Date 5.08% per annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR plus the Class B-3 Margin, (2) the Maximum Rate Cap and (3) the Available Funds Cap for such Distribution Date.

 

Class B-3 Principal Distribution Amount : With respect to any Distribution Date on or after the Stepdown Date, 100% of the Principal Distribution Amount for such Distribution Date if the Class A Certificate Principal Balance, the Class M Certificate Principal Balance, the Class B-1 Certificate Principal Balance and the Class B-2 Certificate Principal Balance have been reduced to zero and a Trigger Event exists, or as long as a Trigger Event does not exist, the excess of (1) the sum of (A) the Class A Certificate Principal Balance (after taking into account distributions of the Class A Principal Distribution Amount on such Distribution Date), (B) the Class M Certificate Principal Balance (after taking into account distributions of the Class M Principal Distribution Amount on such Distribution Date), (C) the Class B-1 Certificate Principal Balance (after taking into account distributions of the Class B-1 Principal Distribution Amount on such Distribution Date), (D) the Class B-2 Certificate Principal Balance immediately prior to such Distribution Date (after taking into account distribution of the Class B-2 Principal Distribution Amount on such Distribution Date) and (E) the Class B-3 Certificate Principal Balance over (2) the lesser of (A) 93.10% of the Stated Principal Balance of the Mortgage Loans as of the end of the immediately preceding Due Period and (B) the excess of the Stated Principal Balance of the Mortgage Loans as of the end of the immediately preceding Due Period over Minimum Required Overcollateralization Amount. Notwithstanding the foregoing, (I) on any Distribution Date prior to the Stepdown Date on which the Certificate Principal Balance of each Class of Class A, Class M, Class B-1 and Class B-2 Certificates has been reduced to zero, the Class B-3 Principal Distribution Amount will equal the lesser of (x) the outstanding Class B-3 Certificate Principal Balance and (y) 100% of the Principal Distribution Amount remaining after any distributions on such Class A, Class M, Class B-1 and Class B-2 Certificates and (II) in no event will the Class B-3 Principal Distribution Amount with respect to any Distribution Date exceed the Class B-3 Certificate Principal Balance.

 

Class B-3 Unpaid Realized Loss Amount : As of any Distribution Date, the excess of (1) the Class B-3 Applied Realized Loss Amount over (2) the sum of (x) all distributions in reduction of the Class B-3 Unpaid Realized Loss Amounts on all previous Distribution Dates and (y) all increases in the Certificate Principal Balance of such Class B-3 Certificates pursuant to the definition of “Certificate Principal Balance.”

 

Class B-4 Applied Realized Loss Amount : As of any Distribution Date, the sum of all Applied Realized Loss Amounts with respect to the Mortgage Loans which have been applied to the reduction of the Certificate Principal Balance of the Class B-4 Certificates.

 

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Class B-4 Certificate : Any Certificate designated as a “Class B-4 Certificate” on the face thereof, in the form of Exhibit A hereto, representing the right to distributions as set forth herein.

 

Class B-4 Certificate Principal Balance : As of any date of determination, the aggregate Certificate Principal Balance of the Class B-4 Certificates.

 

Class B-4 Current Interest : As of any Distribution Date, the interest accrued during the related Accrual Period at the Class B-4 Pass-Through Rate on the Class B-4 Certificate Principal Balance as of the first day of such Accrual Period (after giving effect to all distributions of principal made or deemed to be made as of such first day) plus the Current Interest and Interest Carry Forward Amount portions of any previous distributions on such Class that are recovered as a voidable preference by a trustee in bankruptcy, less any Non-Supported Interest Shortfall allocated on such Distribution Date to the Class B-4 Certificates.

 

Class B-4 Interest Carry Forward Amount : As of any Distribution Date, the sum of (1) the excess of (A) the Class B-4 Current Interest with respect to prior Distribution Dates (excluding any Floating Rate Certificate Carryover for the Class B-4 Certificates) over (B) the amount actually distributed to the Class B-4 Certificates with respect to Class B-4 Current Interest and Class B-4 Current Interest Carry Forward Amounts on such prior Distribution Dates and (2) interest on such excess (to the extent permitted by applicable law) at the Class B-4 Pass-Through Rate for the related Accrual Period.

 

Class B-4 Margin : As of any Distribution Date up to and including the Optional Termination Date 3.00% per annum and, as of any Distribution Date after the Optional Termination Date, 4.50% per annum.

 

Class B-4 Pass-Through Rate : For the first Distribution Date, 5.98% per annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR plus the Class B-4 Margin, (2) the Maximum Rate Cap and (3) the Available Funds Cap for such Distribution Date.

 

Class B-4 Principal Distribution Amount : With respect to any Distribution Date on or after the Stepdown Date, 100% of the Principal Distribution Amount for such Distribution Date if the Class A Certificate Principal Balance, the Class M Certificate Principal Balance, the Class B-1 Certificate Principal Balance, the Class B-2 Certificate Principal Balance and the Class B-3 Certificate Principal Balance have been reduced to zero and a Trigger Event exists, or as long as a Trigger Event does not exist, the excess of (1) the sum of (A) the Class A Certificate Principal Balance (after taking into account distributions of the Class A Principal Distribution Amount on such Distribution Date), (B) the Class M Certificate Principal Balance (after taking into account distributions of the Class M Principal Distribution Amount on such Distribution Date), (C) the Class B-1 Certificate Principal Balance (after taking into account distributions of the Class B-1 Principal Distribution Amount on such Distribution Date), (D) the Class B-2 Certificate Principal Balance immediately prior to such Distribution Date (after taking into account distribution of the Class B-2 Principal Distribution Amount on such Distribution Date), (E) the Class B-3 Certificate Principal Balance (after taking into account distributions of the Class B-3 Principal Distribution Amount on such Distribution Date) and (F) the Class B-4 Certificate Principal Balance over (2) the lesser of (A) 96.40% of the Stated Principal Balance of the Mortgage Loans as of the end of the immediately preceding Due Period and (B) the excess of the Stated Principal Balance of the Mortgage Loans as of the end of the immediately preceding Due Period over Minimum Required Overcollateralization Amount. Notwithstanding the foregoing, (I) on any Distribution Date prior to the Stepdown Date on which the Certificate Principal Balance of each Class of Class A, Class M, Class B-1, Class B-2 and Class B-3 Certificates has been reduced to zero, the Class B-4 Principal Distribution Amount will equal the lesser of (x) the outstanding Class B-4 Certificate Principal Balance and (y) 100% of the Principal Distribution Amount remaining after any distributions on such Class A, Class M, Class B-1, Class B-2 and Class B-3 Certificates and (II) in no event will the Class B-4 Principal Distribution Amount with respect to any Distribution Date exceed the Class B-4 Certificate Principal Balance.

 

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Class B-4 Unpaid Realized Loss Amount : As of any Distribution Date, the excess of (1) the Class B-4 Applied Realized Loss Amount over (2) the sum of (x) all distributions in reduction of the Class B-4 Unpaid Realized Loss Amounts on all previous Distribution Dates and (y) all increases in the Certificate Principal Balance of such Class B-4 Certificates pursuant to the definition of “Certificate Principal Balance.”

 

Class B-5 Applied Realized Loss Amount : As of any Distribution Date, the sum of all Applied Realized Loss Amounts with respect to the Mortgage Loans which have been applied to the reduction of the Certificate Principal Balance of the Class B-5 Certificates.

 

Class B-5 Certificate : Any Certificate designated as a “Class B-5 Certificate” on the face thereof, in the form of Exhibit A hereto, representing the right to distributions as set forth herein.

 

Class B-5 Certificate Principal Balance : As of any date of determination, the aggregate Certificate Principal Balance of the Class B-5 Certificates.

 

Class B-5 Current Interest : As of any Distribution Date, the interest accrued during the related Accrual Period at the Class B-5 Pass-Through Rate on the Class B-5 Certificate Principal Balance as of the first day of such Accrual Period (after giving effect to all distributions of principal made or deemed to be made as of such first day) plus the Current Interest and Interest Carry Forward Amount portions of any previous distributions on such Class that are recovered as a voidable preference by a trustee in bankruptcy, less any Non-Supported Interest Shortfall allocated on such Distribution Date to the Class B-5 Certificates.

 

Class B-5 Interest Carry Forward Amount : As of any Distribution Date, the sum of (1) the excess of (A) the Class B-5 Current Interest with respect to prior Distribution Dates (excluding any Floating Rate Certificate Carryover for the Class B-5 Certificates) over (B) the amount actually distributed to the Class B-5 Certificates with respect to Class B-5 Current Interest and Class B-5 Current Interest Carry Forward Amounts on such prior Distribution Dates and (2) interest on such excess (to the extent permitted by applicable law) at the Class B-5 Pass-Through Rate for the related Accrual Period.

 

Class B-5 Margin : As of any Distribution Date up to and including the Optional Termination Date for the Certificates, 3.50% per annum and, as of any Distribution Date after the Optional Termination Date, 5.25% per annum.

 

Class B-5 Pass-Through Rate : For the first Distribution Date, 6.48% per annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR plus the Class B-5 Margin, (2) the Maximum Rate Cap and (3) the Available Funds Cap for such Distribution Date.

 

Class B-5 Principal Distribution Amount : With respect to any Distribution Date on or after the Stepdown Date, 100% of the Principal Distribution Amount for such Distribution Date if the Class A Certificate Principal Balance, the Class M Certificate Principal Balance, the Class B-1 Certificate Principal Balance, the Class B-2 Certificate Balance, the Class B-3 Certificate Principal Balance and the Class B-4 Certificate Principal Balance have been reduced to zero and a Trigger Event exists, or as long as a Trigger Event does not exist, the excess of (1) the sum of (A) the Class A Certificate Principal Balance (after taking into account distributions of the Class A Principal Distribution Amount on such Distribution Date), (B) the Class M Certificate Principal Balance (after taking into account distributions of the Class M Principal Distribution Amount on such Distribution Date), (C) the Class B-1 Certificate

 

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Principal Balance (after taking into account distributions of the Class B-1 Principal Distribution Amount on such Distribution Date), (D) the Class B-2 Certificate Principal Balance (after taking into account distributions of the Class B-2 Principal Distribution Amount on such Distribution Date), (E) the Class B-3 Certificate Principal Balance (after taking into account distributions of the Class B-3 Principal Distribution Amount on such Distribution Date), (F) the Class B-4 Certificate Principal Balance (after taking into account distributions of the Class B-4 Principal Distribution Amount on such Distribution Date) and (G) the Class B-5 Certificate Principal Balance immediately prior to such Distribution Date over (2) the lesser of (A) 97.80% of the Stated Principal Balance of the Mortgage Loans as of the end of the immediately preceding Due Period and (B) the excess of the Stated Principal Balance of the Mortgage Loans as of the end of the immediately preceding Due Period over the Minimum Required Overcollateralization Amount. Notwithstanding the foregoing, (I) on any Distribution Date prior to the Stepdown Date on which the Certificate Principal Balance of each Class of Class A, Class M, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates has been reduced to zero, the Class B-5 Principal Distribution Amount will equal the lesser of (x) the outstanding Class B-5 Certificate Principal Balance and (y) 100% of the Principal Distribution Amount remaining after any distributions on such Class A, Class M, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates and (II) in no event will the Class B-5 Principal Distribution Amount with respect to any Distribution Date exceed the Class B-5 Certificate Principal Balance.

 

Class B-5 Unpaid Realized Loss Amount : As of any Distribution Date, the excess of (1) the Class B-5 Applied Realized Loss Amount over (2) the sum of (x) all distributions in reduction of the Class B-5 Unpaid Realized Loss Amounts on all previous Distribution Dates and (y) all increases in the Certificate Principal Balance of such Class B-5 Certificates pursuant to the definition of “Certificate Principal Balance.”

 

Class B-6 Applied Realized Loss Amount : As of any Distribution Date, the sum of all Applied Realized Loss Amounts with respect to the Mortgage Loans which have been applied to the reduction of the Certificate Principal Balance of the Class B-6 Certificates.

 

Class B-6 Certificate : Any Certificate designated as a “Class B-6 Certificate” on the face thereof, in the form of Exhibit A hereto, representing the right to distributions as set forth herein.

 

Class B-6 Certificate Principal Balance : As of any date of determination, the aggregate Certificate Principal Balance of the Class B-6 Certificates.

 

Class B-6 Current Interest : As of any Distribution Date, the interest accrued during the related Accrual Period at the Class B-6 Pass-Through Rate on the Class B-6 Certificate Principal Balance as of the first day of such Accrual Period (after giving effect to all distributions of principal made or deemed to be made as of such first day) plus the Current Interest and Interest Carry Forward Amount portions of any previous distributions on such Class that are recovered as a voidable preference by a trustee in bankruptcy, less any Non-Supported Interest Shortfall allocated on such Distribution Date to the Class B-6 Certificates.

 

Class B-6 Interest Carry Forward Amount : As of any Distribution Date, the sum of (1) the excess of (A) the Class B-6 Current Interest with respect to prior Distribution Dates (excluding any Floating Rate Certificate Carryover for the Class B-6 Certificates) over (B) the amount actually distributed to the Class B-6 Certificates with respect to Class B-6 Current Interest and Class B-6 Current Interest Carry Forward Amounts on such prior Distribution Dates and (2) interest on such excess (to the extent permitted by applicable law) at the Class B-6 Pass-Through Rate for the related Accrual Period.

 

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Class B-6 Margin : As of any Distribution Date up to and including the Optional Termination Date for the Certificates, 3.50% per annum and, as of any Distribution Date after the Optional Termination Date, 5.25% per annum.

 

Class B-6 Pass-Through Rate : For the first Distribution Date, 6.48% per annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR plus the Class B-6 Margin, (2) the Maximum Rate Cap and (3) the Available Funds Cap for such Distribution Date.

 

Class B-6 Principal Distribution Amount : With respect to any Distribution Date on or after the Stepdown Date, 100% of the Principal Distribution Amount for such Distribution Date if the Class A Certificate Principal Balance, the Class M Certificate Principal Balance, the Class B-1 Certificate Principal Balance, the Class B-2 Certificate Balance, the Class B-3 Certificate Principal Balance, the Class B-4 Certificate Principal Balance and the Class B-5 Certificate Principal Balance have been reduced to zero and a Trigger Event exists, or as long as a Trigger Event does not exist, the excess of (1) the sum of (A) the Class A Certificate Principal Balance (after taking into account distributions of the Class A Principal Distribution Amount on such Distribution Date), (B) the Class M Certificate Principal Balance (after taking into account distributions of the Class M Principal Distribution Amount on such Distribution Date), (C) the Class B-1 Certificate Principal Balance (after taking into account distributions of the Class B-1 Principal Distribution Amount on such Distribution Date), (D) the Class B-2 Certificate Principal Balance (after taking into account distributions of the Class B-2 Principal Distribution Amount on such Distribution Date), (E) the Class B-3 Certificate Principal Balance (after taking into account distributions of the Class B-3 Principal Distribution Amount on such Distribution Date), (F) the Class B-4 Certificate Principal Balance (after taking into account distributions of the Class B-4 Principal Distribution Amount on such Distribution Date), (G) the Class B-5 Certificate Principal Balance (after taking into account distributions of the Class B-5 Principal Distribution Amount on such Distribution Date) and (H) the Class B-6 Certificate Principal Balance immediately prior to such Distribution Date over (2) the lesser of (A) 99.00% of the Stated Principal Balance of the Mortgage Loans as of the end of the immediately preceding Due Period and (B) the excess of the Stated Principal Balance of the Mortgage Loans as of the end of the immediately preceding Due Period over the Minimum Required Overcollateralization Amount. Notwithstanding the foregoing, (I) on any Distribution Date prior to the Stepdown Date on which the Certificate Principal Balance of each Class of Class A, Class M, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates has been reduced to zero, the Class B-6 Principal Distribution Amount will equal the lesser of (x) the outstanding Certificate Principal Balance of the Class B-6 Certificates and (y) 100% of the Principal Distribution Amount remaining after any distributions on such Class A, Class M, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates and (II) in no event will the Class B-6 Principal Distribution Amount with respect to any Distribution Date exceed the Class B-6 Certificate Principal Balance.

 

Class B-6 Unpaid Realized Loss Amount : As of any Distribution Date, the excess of (1) the Class B-6 Applied Realized Loss Amount over (2) the sum of (x) all distributions in reduction of the Class B-6 Unpaid Realized Loss Amounts on all previous Distribution Dates and (y) all increases in the Certificate Principal Balance of such Class B-6 Certificates pursuant to the definition of “Certificate Principal Balance.”

 

Class ES Certificate : The Class ES Certificates executed by the Trustee and authenticated by the Trustee in substantially the form set forth in Exhibit A.

 

Class ES Distribution Amount : For any Distribution Date, the lesser of (i) an amount equal to the product of (x) the Stated Principal Balance of the Mortgage Loans as of the immediately preceding Distribution Date and (y) the excess of the Servicing Fee Rate over the SLS Servicing Fee Rate and (ii) the Initial ES Strip.

 

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Class LT1-A-1A Interest : An uncertificated regular interest in REMIC 1 with an initial principal balance equal to $95,951,000 and an interest rate equal to the Net Rate.

 

Class LT1-A-1B Interest : An uncertificated regular interest in REMIC 1 with an initial principal balance equal to $26,675,000 and an interest rate equal to the Net Rate.

 

Class LT1-A-1C Interest : An uncertificated regular interest in REMIC 1 with an initial principal balance equal to $17,899,000 and an interest rate equal to the Net Rate.

 

Class LT1-B1 Interest : An uncertificated regular interest in REMIC 1 with an initial principal balance equal to $2,275,000 and an interest rate equal to the Net Rate.

 

Class LT1-B2 Interest : An uncertificated regular interest in REMIC 1 with an initial principal balance equal to $1,750,000 and an interest rate equal to the Net Rate.

 

Class LT1-B3 Interest : An uncertificated regular interest in REMIC 1 with an initial principal balance equal to $1,487,500 and an interest rate equal to the Net Rate.

 

Class LT1-B4 Interest : An uncertificated regular interest in REMIC 1 with an initial principal balance equal to $2,887,500 and an interest rate equal to the Net Rate.

 

Class LT1-B5 Interest : An uncertificated regular interest in REMIC 1 with an initial principal balance equal to $1,225,000 and an interest rate equal to the Net Rate.

 

Class LT1-B6 Interest : An uncertificated regular interest in REMIC 1 with an initial principal balance equal to $1,060,000 and an interest rate equal to the Net Rate.

 

Class LT1-M1 Interest : An uncertificated regular interest in REMIC 1 with an initial principal balance equal to $6,037,500 and an interest rate equal to the Net Rate.

 

Class LT1-M2 Interest : An uncertificated regular interest in REMIC 1 with an initial principal balance equal to $5,337,500 and an interest rate equal to the Net Rate.

 

Class LT1-M3 Interest : An uncertificated regular interest in REMIC 1 with an initial principal balance equal to $3,237,500 and an interest rate equal to the Net Rate.

 

Class LT1-M4 Interest : An uncertificated regular interest in REMIC 1 with an initial principal balance equal to $3,062,500 and an interest rate equal to the Net Rate.

 

Class LT1-M5 Interest : An uncertificated regular interest in REMIC 1 with an initial principal balance equal to $2,625,000 and an interest rate equal to the Net Rate.

 

Class LT1-M6 Interest : An uncertificated regular interest in REMIC 1 with an initial principal balance equal to $2,625,000 and an interest rate equal to the Net Rate.

 

Class LT1-R Interest : The sole class of “residual interest” in REMIC 1.

 

Class LT1-X Interest : An uncertificated regular interest in REMIC 1 with an initial principal balance equal to the excess of (i) the sum of (x) the Cut-off Date Principal Balance of the Initial Mortgage Loans and (y) the Original Pre-Funded Amount over (ii) the aggregate initial principal balances of the REMIC 1 Marker Interests and an interest rate equal to the Net Rate.

 

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Class LT2-A-1A Interest : An uncertificated regular interest in REMIC 2 with an initial principal balance equal to the initial principal balance of the Related Certificates and an interest rate equal to the lesser of (i) the greater of (A) One-Month LIBOR plus the Margin for the Related Certificates and (B) 1.00% plus the Margin for the Related Certificates and (ii) the Net Rate.

 

Class LT2-A-1B Interest : An uncertificated regular interest in REMIC 2 with an initial principal balance equal to the initial principal balance of the Related Certificates and an interest rate equal to the lesser of (i) the greater of (A) One-Month LIBOR plus the Margin for the Related Certificates and (B) 1.00% plus the Margin for the Related Certificates and (ii) the Net Rate.

 

Class LT2-A-1C Interest : An uncertificated regular interest in REMIC 2 with an initial principal balance equal to the initial principal balance of the Related Certificates and an interest rate equal to the lesser of (i) the greater of (A) One-Month LIBOR plus the Margin for the Related Certificates and (B) 1.00% plus the Margin for the Related Certificates and (ii) the Net Rate.

 

Class LT2-B1 Interest : An uncertificated regular interest in REMIC 2 with an initial principal balance equal to the initial principal balance of the Related Certificates and an interest rate equal to the lesser of (i) One-Month LIBOR plus the Margin for the Related Certificates and (ii) the Net Rate.

 

Class LT2-B2 Interest : An uncertificated regular interest in REMIC 2 with an initial principal balance equal to the initial principal balance of the Related Certificates and an interest rate equal to the lesser of (i) One-Month LIBOR plus the Margin for the Related Certificates and (ii) the Net Rate.

 

Class LT2-B3 Interest : An uncertificated regular interest in REMIC 2 with an initial principal balance equal to the initial principal balance of the Related Certificates and an interest rate equal to the lesser of (i) One-Month LIBOR plus the Margin for the Related Certificates and (ii) the Net Rate.

 

Class LT2-B4 Interest : An uncertificated regular interest in REMIC 2 with an initial principal balance equal to the initial principal balance of the Related Certificates and an interest rate equal to the lesser of (i) One-Month LIBOR plus the Margin for the Related Certificates and (ii) the Net Rate.

 

Class LT2-B5 Interest : An uncertificated regular interest in REMIC 2 with an initial principal balance equal to the initial principal balance of the Related Certificates and an interest rate equal to the lesser of (i) One-Month LIBOR plus the Margin for the Related Certificates and (ii) the Net Rate.

 

Class LT2-B6 Interest : An uncertificated regular interest in REMIC 2 with an initial principal balance equal to the initial principal balance of the Related Certificates and an interest rate equal to the lesser of (i) One-Month LIBOR plus the Margin for the Related Certificates and (ii) the Net Rate.

 

Class LT2-M1 Interest : An uncertificated regular interest in REMIC 2 with an initial principal balance equal to the initial principal balance of the Related Certificates and an interest rate equal to the lesser of (i) One-Month LIBOR plus the Margin for the Related Certificates and (ii) the Net Rate.

 

Class LT2-M2 Interest : An uncertificated regular interest in REMIC 2 with an initial principal balance equal to the initial principal balance of the Related Certificates and an interest rate equal to the lesser of (i) One-Month LIBOR plus the Margin for the Related Certificates and (ii) the Net Rate.

 

Class LT2-M3 Interest : An uncertificated regular interest in REMIC 2 with an initial principal balance equal to the initial principal balance of the Related Certificates and an interest rate equal to the lesser of (i) One-Month LIBOR plus the Margin for the Related Certificates and (ii) the Net Rate.

 

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Class LT2-M4 Interest : An uncertificated regular interest in REMIC 2 with an initial principal balance equal to the initial principal balance of the Related Certificates and an interest rate equal to the lesser of (i) One-Month LIBOR plus the Margin for the Related Certificates and (ii) the Net Rate.

 

Class LT2-M5 Interest : An uncertificated regular interest in REMIC 2 with an initial principal balance equal to the initial principal balance of the Related Certificates and an interest rate equal to the lesser of (i) One-Month LIBOR plus the Margin for the Related Certificates (ii) the Net Rate.

 

Class LT2-M6 Interest : An uncertificated regular interest in REMIC 2 with an initial principal balance equal to the initial principal balance of the Related Certificates and an interest rate equal to the lesser of (i) One-Month LIBOR plus the Margin for the Related Certificates and (ii) the Net Rate.

 

Class LT2-R Interest : The sole class of “residual interest” in REMIC 2.

 

Class LT2-X Interest : An uncertificated regular interest in REMIC 2 with an initial principal balance equal to the excess of (i) the sum of (x) the Cut-off Date Principal Balance of the Initial Mortgage Loans and (y) the Original Pre-Funded Amount over (ii) the aggregate Initial Certificate Principal Balance of the Class A, Class M and Class B Certificates and bearing interest on a notional amount equal to the aggregate principal balance of the REMIC 1 Regular Interests outstanding as of the beginning of the related Accrual Period at a rate equal to the Class LT2-X Interest Rate.

 

Class LT2-X Interest Rate : The excess, if any, of (a) the weighted average of the interest rates on the REMIC 1 Regular Interests over (b) two times the weighted average of the interest rates on the REMIC 1 Regular Interests (treating for purposes of this clause (b) the interest rate on each of the REMIC 1 Marker Interests as being capped at the interest rate on the Corresponding REMIC 2 Interest and treating the Class LT1-X Interest as being capped at zero). The weighted averages described in the preceding sentence shall be weighted on the basis of the respective principal balances of the REMIC 1 Regular Interests immediately prior to any date of determination.

 

Class M Certificates : The Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6 Certificates.

 

Class M Certificate Principal Balance: For any Distribution Date, the sum of the Class M-1 Certificate Principal Balance, the Class M-2 Certificate Principal Balance, the Class M-3 Certificate Principal Balance, the Class M-4 Certificate Principal Balance, the Class M-5 Certificate Principal Balance and the Class M-6 Certificate Principal Balance.

 

Class M Principal Distribution Amount : For any Distribution Date, the sum of the Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution Amount, the Class M-4 Principal Distribution Amount, the Class M-5 Principal Distribution Amount, and the Class M-6 Principal Distribution Amount.

 

Class M-1 Applied Realized Loss Amount : As of any Distribution Date, the sum of all Applied Realized Loss Amounts with respect to the Mortgage Loans which have been applied to the reduction of the Certificate Principal Balance of the Class M-1 Certificates.

 

Class M-1 Certificate : Any Certificate designated as a “Class M-1 Certificate” on the face thereof, in the form of Exhibit A hereto, representing the right to distributions as set forth herein.

 

Class M-1 Certificate Principal Balance : As of any date of determination, the aggregate Certificate Principal Balance of the Class M-1 Certificates.

 

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Class M-1 Current Interest : As of any Distribution Date, the interest accrued during the related Accrual Period at the Class M-1 Pass-Through Rate on the Class M-1 Certificate Principal Balance as of the first day of such Accrual Period (after giving effect to all distributions of principal made or deemed to be made as of such first day) plus the Current Interest and Interest Carry Forward Amount portions of any previous distributions on such Class that are recovered as a voidable preference by a trustee in bankruptcy, less any Non-Supported Interest Shortfall allocated on such Distribution Date to the Class M-1 Certificates.

 

Class M-1 Interest Carry Forward Amount : As of any Distribution Date, the sum of (1) the excess of (A) the Class M-1 Current Interest with respect to prior Distribution Dates (excluding any Floating Rate Certificate Carryover for the Class M-1 Certificates) over (B) the amount actually distributed to the Class M-1 Certificates with respect to Class M-1 Current Interest and Class M-1 Current Interest Carry Forward Amounts on such prior Distribution Dates and (2) interest on such excess (to the extent permitted by applicable law) at the Class M-1 Pass-Through Rate for the related Accrual Period.

 

Class M-1 Margin : As of any Distribution Date up to and including the Optional Termination Date for the Certificates, 0.48% per annum and, as of any Distribution Date after the Optional Termination Date, 0.72% per annum.

 

Class M-1 Pass-Through Rate : For the first Distribution Date, 3.46% per annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR plus the Class M-1 Margin, (2) the Maximum Rate Cap and (3) the Available Funds Cap for such Distribution Date.

 

Class M-1 Principal Distribution Amount : With respect to any Distribution Date on or after the Stepdown Date, 100% of the Principal Distribution Amount for such Distribution Date if the Class A Certificate Principal Balance has been reduced to zero and a Trigger Event exists, or as long as a Trigger Event does not exist, the excess of (1) the sum of (A) the Class A Certificate Principal Balance (after taking into account distributions of the Class A Principal Distribution Amount on such Distribution Date) and (B) the Class M-1 Certificate Principal Balance immediately prior to such Distribution Date over (2) the lesser of (A) 67.50% of the Stated Principal Balances of the Mortgage Loans as of the end of the immediately preceding Due Period and (B) the excess of the Stated Principal Balances for the Mortgage Loans as of the end of the immediately preceding Due Period over the Minimum Required Overcollateralization Amount. Notwithstanding the foregoing, (I) on any Distribution Date prior to the Stepdown Date on which the Class A Certificate Principal Balance has been reduced to zero, the Class M-1 Principal Distribution Amount will equal the lesser of (x) the outstanding Class M-1 Certificate Principal Balance and (y) 100% of the Principal Distribution Amount remaining after any distributions on such Class A Certificates and (II) in no event will the Class M-1 Principal Distribution Amount with respect to any Distribution Date exceed the Class M-1 Certificate Principal Balance.

 

Class M-1 Unpaid Realized Loss Amount : As of any Distribution Date, the excess of (1) the Class M-1 Applied Realized Loss Amount over (2) the sum of (x) all distributions in reduction of the Class M-1 Unpaid Realized Loss Amounts on all previous Distribution Dates and (y) all increases in the Certificate Principal Balance of such Class M-1 Certificates pursuant to the definition of “Certificate Principal Balance.”

 

Class M-2 Applied Realized Loss Amount : As of any Distribution Date, the sum of all Applied Realized Loss Amounts with respect to the Mortgage Loans which have been applied to the reduction of the Certificate Principal Balance of the Class M-2 Certificates.

 

Class M-2 Certificate : Any Certificate designated as a “Class M-2 Certificate” on the face thereof, in the form of Exhibit A hereto, representing the right to distributions as set forth herein.

 

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Class M-2 Certificate Principal Balance : As of any date of determination, the aggregate Certificate Principal Balance of the Class M-2 Certificates.

 

Class M-2 Current Interest : As of any Distribution Date, the interest accrued during the related Accrual Period at the Class M-2 Pass-Through Rate on the Class M-2 Certificate Principal Balance as of the first day of such Accrual Period (after giving effect to all distributions of principal made or deemed to be made as of such first day) plus the Current Interest and Interest Carry Forward Amount portions of any previous distributions on such Class that are recovered as a voidable preference by a trustee in bankruptcy, less any Non-Supported Interest Shortfall allocated on such Distribution Date to the Class M-2 Certificates.

 

Class M-2 Interest Carry Forward Amount : As of any Distribution Date, the sum of (1) the excess of (A) the Class M-2 Current Interest with respect to prior Distribution Dates (excluding any Floating Rate Certificate Carryover for the Class M-2 Certificates) over (B) the amount actually distributed to the Class M-2 Certificates with respect to Class M-2 Current Interest and Class M-2 Current Interest Carry Forward Amounts on such prior Distribution Dates and (2) interest on such excess (to the extent permitted by applicable law) at the Class M-2 Pass-Through Rate for the related Accrual Period.

 

Class M-2 Margin : As of any Distribution Date up to and including the Optional Termination Date for the Certificates, 0.50% per annum and, as of any Distribution Date after the Optional Termination Date, 0.75% per annum.

 

Class M-2 Pass-Through Rate : For the first Distribution Date, 3.48% per annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR plus the Class M-2 Margin, (2) the Maximum Rate Cap and (3) the Available Funds Cap for such Distribution Date.

 

Class M-2 Principal Distribution Amount : With respect to any Distribution Date on or after the Stepdown Date, 100% of the Principal Distribution Amount for such Distribution Date if the Class A Certificate Principal Balance and the Class M-1 Certificate Principal Balance have been reduced to zero and a Trigger Event exists, or as long as a Trigger Event does not exist, the excess of (1) the sum of (A) the Class A Certificate Principal Balance (after taking into account distributions of the Class A Principal Distribution Amount on such Distribution Date), (B) the Class M-1 Certificate Principal Balance (after taking into account distributions of the Class M-1 Principal Distribution Amount on such Distribution Date) and (C) the Class M-2 Certificate Principal Balance immediately prior to such Distribution Date over (2) the lesser of (A) 73.60% of the Stated Principal Balances of the Mortgage Loans as of the end of the immediately preceding Due Period and (B) the excess of the Stated Principal Balances of the Mortgage Loans as of the end of the immediately preceding Due Period over the Minimum Required Overcollateralization Amount. Notwithstanding the foregoing, (I) on any Distribution Date prior to the Stepdown Date on which the Certificate Principal Balance of each Class of Class A and Class M-1 Certificates has been reduced to zero, the Class M-2 Principal Distribution Amount will equal the lesser of (x) the outstanding Class M-2 Certificate Principal Balance and (y) 100% of the Principal Distribution Amount remaining after any distributions on such Class A and Class M-1 Certificates and (II) in no event will the Class M-2 Principal Distribution Amount with respect to any Distribution Date exceed the Class M-2 Certificate Principal Balance.

 

Class M-2 Unpaid Realized Loss Amount : As of any Distribution Date, the excess of (1) the Class M-2 Applied Realized Loss Amount over (2) the sum of (x) all distributions in reduction of the Class M-2 Unpaid Realized Loss Amounts on all previous Distribution Dates and (y) all increases in the Certificate Principal Balance of such Class M-2 Certificates pursuant to the definition of “Certificate Principal Balance.”

 

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Class M-3 Applied Realized Loss Amount : As of any Distribution Date, the sum of all Applied Realized Loss Amounts with respect to the Mortgage Loans which have been applied to the reduction of the Certificate Principal Balance of the Class M-3 Certificates.

 

Class M-3 Certificate : Any Certificate designated as a “Class M-3 Certificate” on the face thereof, in the form of Exhibit A hereto, representing the right to distributions as set forth herein.

 

Class M-3 Certificate Principal Balance : As of any date of determination, the aggregate Certificate Principal Balance of the Class M-3 Certificates.

 

Class M-3 Current Interest : As of any Distribution Date, the interest accrued during the related Accrual Period at the Class M-3 Pass-Through Rate on the Class M-3 Certificate Principal Balance as of the first day of such Accrual Period (after giving effect to all distributions of principal made or deemed to be made as of such first day) plus the Current Interest and Interest Carry Forward Amount portions of any previous distributions on such Class that are recovered as a voidable preference by a trustee in bankruptcy, less any Non-Supported Interest Shortfall allocated on such Distribution Date to the Class M-3 Certificates.

 

Class M-3 Interest Carry Forward Amount : As of any Distribution Date, the sum of (1) the excess of (A) the Class M-3 Current Interest with respect to prior Distribution Dates (excluding any Floating Rate Certificate Carryover for the Class M-3 Certificates) over (B) the amount actually distributed to the Class M-3 Certificates with respect to Class M-3 Current Interest and Class M-3 Current Interest Carry Forward Amounts on such prior Distribution Dates and (2) interest on such excess (to the extent permitted by applicable law) at the Class M-3 Pass-Through Rate for the related Accrual Period.

 

Class M-3 Margin : As of any Distribution Date up to and including the Optional Termination Date for the Certificates, 0.55% per annum and, as of any Distribution Date after the Optional Termination Date, 0.825% per annum.

 

Class M-3 Pass-Through Rate : For the first Distribution Date, 3.53% per annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR plus the Class M-3 Margin, (2) the Maximum Rate Cap and (3) the Available Funds Cap for such Distribution Date.

 

Class M-3 Principal Distribution Amount : With respect to any Distribution Date on or after the Stepdown Date, 100% of the Principal Distribution Amount for such Distribution Date if the Class A Certificate Principal Balance, the Class M-1 Certificate Principal Balance and the Class M-2 Certificate Principal Balance have been reduced to zero and a Trigger Event exists, or as long as a Trigger Event does not exist, the excess of (1) the sum of (A) the Class A Certificate Principal Balance (after taking into account distributions of the Class A Principal Distribution Amount on such Distribution Date), (B) the Class M-1 Certificate Principal Balance (after taking into account distributions of the Class M-1 Principal Distribution Amount on such Distribution Date), (C) the Class M-2 Certificate Principal Balance (after taking into account distributions of the Class M-2 Principal Distribution Amount) and (D) the Class M-3 Certificate Principal Balance immediately prior to such Distribution Date over (2) the lesser of (A) 77.30% of the Stated Principal Balances of the Mortgage Loans as of the end of the immediately preceding Due Period and (B) the excess of the Stated Principal Balances of the Mortgage Loans as of the end of the immediately preceding Due Period over the Minimum Required Overcollateralization Amount. Notwithstanding the foregoing, (I) on any Distribution Date prior to the Stepdown Date on which the Certificate Principal Balance of each Class of Class A, Class M-1 and Class M-2 Certificates has been reduced to zero, the Class M-3 Principal Distribution Amount will equal the lesser of (x) the outstanding Class M-3 Certificate Principal Balance and (y) 100% of the Principal Distribution Amount remaining after any distributions on such Class A, Class M-1 and Class M-2 Certificates and (II) in no event will the Class M-3 Principal Distribution Amount with respect to any Distribution Date exceed the Class M-3 Certificate Principal Balance.

 

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Class M-3 Unpaid Realized Loss Amount : As of any Distribution Date, the excess of (1) the Class M-3 Applied Realized Loss Amount over (2) the sum of (x) all distributions in reduction of the Class M-3 Unpaid Realized Loss Amounts on all previous Distribution Dates and (y) all increases in the Certificate Principal Balance of such Class M-3 Certificates pursuant to the definition of “Certificate Principal Balance.”

 

Class M-4 Applied Realized Loss Amount : As of any Distribution Date, the sum of all Applied Realized Loss Amounts with respect to the Mortgage Loans which have been applied to the reduction of the Certificate Principal Balance of the Class M-4 Certificates.

 

Class M-4 Certificate : Any Certificate designated as a “Class M-4 Certificate” on the face thereof, in the form of Exhibit A hereto, representing the right to distributions as set forth herein.

 

Class M-4 Certificate Principal Balance : As of any date of determination, the aggregate Certificate Principal Balance of the Class M-4 Certificates.

 

Class M-4 Current Interest : As of any Distribution Date, the interest accrued during the related Accrual Period at the Class M-4 Pass-Through Rate on the Class M-4 Certificate Principal Balance as of the first day of such Accrual Period (after giving effect to all distributions of principal made or deemed to be made as of such first day) plus the Current Interest and Interest Carry Forward Amount portions of any previous distributions on such Class that are recovered as a voidable preference by a trustee in bankruptcy, less any Non-Supported Interest Shortfall allocated on such Distribution Date to the Class M-4 Certificates.

 

Class M-4 Interest Carry Forward Amount : As of any Distribution Date, the sum of (1) the excess of (A) the Class M-4 Current Interest with respect to prior Distribution Dates (excluding any Floating Rate Certificate Carryover for the Class M-4 Certificates) over (B) the amount actually distributed to the Class M-4 Certificates with respect to Class M-4 Current Interest and Class M-4 Current Interest Carry Forward Amounts on such prior Distribution Dates and (2) interest on such excess (to the extent permitted by applicable law) at the Class M-4 Pass-Through Rate for the related Accrual Period.

 

Class M-4 Margin : As of any Distribution Date up to and including the Optional Termination Date for the Certificates, 0.70% per annum and, as of any Distribution Date after the Optional Termination Date, 1.05% per annum.

 

Class M-4 Pass-Through Rate : For the first Distribution Date, 3.68% per annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR plus the Class M-4 Margin, (2) the Maximum Rate Cap and (3) the Available Funds Cap for such Distribution Date.

 

Class M-4 Principal Distribution Amount : With respect to any Distribution Date on or after the Stepdown Date, 100% of the Principal Distribution Amount for such Distribution Date if the Class A Certificate Principal Balance, the Class M-1 Certificate Principal Balance, the Class M-2 Certificate Principal Balance and the Class M-3 Certificate Principal Balance have been reduced to zero and a Trigger Event exists, or as long as a Trigger Event does not exist, the excess of (1) the sum of (A) the Class A Certificate Principal Balance (after taking into account distributions of the Class A Principal Distribution Amount on such Distribution Date), (B) the Class M-1 Certificate Principal Balance (after taking into account distributions of the Class M-1 Principal Distribution Amount on such Distribution Date), (C) the Class M-2 Certificate Principal Balance (after taking into account distributions of the Class

 

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M-2 Principal Distribution Amount, (D) the Class M-3 Certificate Principal Balance (after taking into account distributions of the Class M-3 Principal Distribution Amount), and (E) the Class M-4 Certificate Principal Balance immediately prior to such Distribution Date over (2) the lesser of (A) 80.80% of the Stated Principal Balances of the Mortgage Loans as of the end of the immediately preceding Due Period and (B) the excess of the Stated Principal Balances of the Mortgage Loans as of the end of the immediately preceding Due Period over the Minimum Required Overcollateralization Amount. Notwithstanding the foregoing, (I) on any Distribution Date prior to the Stepdown Date on which the Certificate Principal Balance of each Class of Class A, Class M-1, Class M-2 and Class M-3 Certificates has been reduced to zero, the Class M-4 Principal Distribution Amount will equal the lesser of (x) the outstanding Class M-4 Certificate Principal Balance and (y) 100% of the Principal Distribution Amount remaining after any distributions on such Class A, Class M-1, Class M-2 and Class M-3 Certificates and (II) in no event will the Class M-4 Principal Distribution Amount with respect to any Distribution Date exceed the Class M-4 Certificate Principal Balance.

 

Class M-4 Unpaid Realized Loss Amount : As of any Distribution Date, the excess of (1) the Class M-4 Applied Realized Loss Amount over (2) the sum of (x) all distributions in reduction of the Class M-4 Unpaid Realized Loss Amounts on all previous Distribution Dates and (y) all increases in the Certificate Principal Balance of such Class M-4 Certificates pursuant to the definition of “Certificate Principal Balance.”

 

Class M-5 Applied Realized Loss Amount : As of any Distribution Date, the sum of all Applied Realized Loss Amounts with respect to the Mortgage Loans which have been applied to the reduction of the Certificate Principal Balance of the Class M-5 Certificates.

 

Class M-5 Certificate : Any Certificate designated as a “Class M-5 Certificate” on the face thereof, in the form of Exhibit A hereto, representing the right to distributions as set forth herein.

 

Class M-5 Certificate Principal Balance : As of any date of determination, the aggregate Certificate Principal Balance of the Class M-5 Certificates.

 

Class M-5 Current Interest : As of any Distribution Date, the interest accrued during the related Accrual Period at the Class M-5 Pass-Through Rate on the Class M-5 Certificate Principal Balance as of the first day of such Accrual Period (after giving effect to all distributions of principal made or deemed to be made as of such first day) plus the Current Interest and Interest Carry Forward Amount portions of any previous distributions on such Class that are recovered as a voidable preference by a trustee in bankruptcy, less any Non-Supported Interest Shortfall allocated on such Distribution Date to the Class M-5 Certificates.

 

Class M-5 Interest Carry Forward Amount : As of any Distribution Date, the sum of (1) the excess of (A) the Class M-5 Current Interest with respect to prior Distribution Dates (excluding any Floating Rate Certificate Carryover for the Class M-5 Certificates) over (B) the amount actually distributed to the Class M-5 Certificates with respect to Class M-5 Current Interest and Class M-5 Current Interest Carry Forward Amounts on such prior Distribution Dates and (2) interest on such excess (to the extent permitted by applicable law) at the Class M-5 Pass-Through Rate for the related Accrual Period.

 

Class M-5 Margin : As of any Distribution Date up to and including the Optional Termination Date for the Certificates, 0.75% per annum and, as of any Distribution Date after the Optional Termination Date, 1.125% per annum.

 

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Class M-5 Pass-Through Rate : For the first Distribution Date, 3.73% per annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR plus the Class M-5 Margin, (2) the Maximum Rate Cap and (3) the Available Funds Cap for such Distribution Date.

 

Class M-5 Principal Distribution Amount : With respect to any Distribution Date on or after the Stepdown Date, 100% of the Principal Distribution Amount for such Distribution Date if the Class A Certificate Principal Balance, the Class M-1 Certificate Principal Balance, the Class M-2 Certificate Principal balance, the Class M-3 Certificate Principal Balance and the Class M-4 Certificate Principal Balance have been reduced to zero and a Trigger Event exists, or as long as a Trigger Event does not exist, the excess of (1) the sum of (A) the Class A Certificate Principal Balance (after taking into account distributions of the Class A Principal Distribution Amount on such Distribution Date), (B) the Class M-1 Certificate Principal Balance (after taking into account distributions of the Class M-1 Principal Distribution Amount on such Distribution Date), (C) the Class M-2 Certificate Principal Balance (after taking into account distributions of the Class M-2 Principal Distribution Amount on such Distribution Date), (D) the Class M-3 Certificate Principal Balance (after taking into account distributions of the Class M-3 Principal Distribution Amount on such Distribution Date), (E) the Class M-4 Certificate Principal Balance (after taking into account distributions of the Class M-4 Principal Distribution Amount on such Distribution Date) and (F) the Class M-5 Certificate Principal Balance immediately prior to such Distribution Date over (2) the lesser of (A) 83.80% of the Stated Principal Balances of the Mortgage Loans as of the end of the immediately preceding Due Period and (B) the excess of the Stated Principal Balances of the Mortgage Loans as of the end of the immediately preceding Due Period over the Minimum Required Overcollateralization Amount. Notwithstanding the foregoing, (I) on any Distribution Date prior to the Stepdown Date on which the Certificate Principal Balance of each Class of Class A, Class M-1, Class M-2, Class M-3 and Class M-4 Certificates has been reduced to zero, the Class M-5 Principal Distribution Amount will equal the lesser of (x) the outstanding Class M-5 Certificate Principal Balance and (y) 100% of the Principal Distribution Amount remaining after any distributions on such Class A, Class M-1, Class M-2, Class M-3 and Class M-4 Certificates and (II) in no event will the Class M-5 Principal Distribution Amount with respect to any Distribution Date exceed the Class M-5 Certificate Principal Balance.

 

Class M-5 Unpaid Realized Loss Amount : As of any Distribution Date, the excess of (1) the Class M-5 Applied Realized Loss Amount over (2) the sum of (x) all distributions in reduction of the Class M-5 Unpaid Realized Loss Amounts on all previous Distribution Dates and (y) all increases in the Certificate Principal Balance of such Class M-5 Certificates pursuant to the definition of “Certificate Principal Balance.”

 

Class M-6 Applied Realized Loss Amount : As of any Distribution Date, the sum of all Applied Realized Loss Amounts with respect to the Mortgage Loans which have been applied to the reduction of the Certificate Principal Balance of the Class M-6 Certificates.

 

Class M-6 Certificate : Any Certificate designated as a “Class M-6 Certificate” on the face thereof, in the form of Exhibit A hereto, representing the right to distributions as set forth herein.

 

Class M-6 Certificate Principal Balance : As of any date of determination, the aggregate Certificate Principal Balance of the Class M-6 Certificates.

 

Class M-6 Current Interest : As of any Distribution Date, the interest accrued during the related Accrual Period at the Class M-6 Pass-Through Rate on the Class M-6 Certificate Principal Balance as of the first day of such Accrual Period (after giving effect to all distributions of principal made or deemed to be made as of such first day) plus the Current Interest and Interest Carry Forward Amount portions of any previous distributions on such Class that are recovered as a voidable preference by a trustee in bankruptcy, less any Non-Supported Interest Shortfall allocated on such Distribution Date to the Class M-6 Certificates.

 

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Class M-6 Interest Carry Forward Amount : As of any Distribution Date, the sum of (1) the excess of (A) the Class M-6 Current Interest with respect to prior Distribution Dates (excluding any Floating Rate Certificate Carryover for the Class M-6 Certificates) over (B) the amount actually distributed to the Class M-6 Certificates with respect to Class M-6 Current Interest and Class M-6 Current Interest Carry Forward Amounts on such prior Distribution Dates and (2) interest on such excess (to the extent permitted by applicable law) at the Class M-6 Pass-Through Rate for the related Accrual Period.

 

Class M-6 Margin : As of any Distribution Date up to and including the Optional Termination Date for the Certificates, 0.80% per annum and, as of any Distribution Date after the Optional Termination Date, 1.20% per annum.

 

Class M-6 Pass-Through Rate : For the first Distribution Date, 3.78% per annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR plus the Class M-6 Margin, (2) the Maximum Rate Cap and (3) the Available Funds Cap for such Distribution Date.

 

Class M-6 Principal Distribution Amount : With respect to any Distribution Date on or after the Stepdown Date, 100% of the Principal Distribution Amount for such Distribution Date if the Class A Certificate Principal Balance, the Class M-1 Certificate Principal Balance, the Class M-2 Certificate Principal Balance, the Class M-3 Certificate Principal Balance, the Class M-4 Certificate Principal Balance and the Class M-5 Certificate Principal Balance have been reduced to zero and a Trigger Event exists, or as long as a Trigger Event does not exist, the excess of (1) the sum of (A) the Class A Certificate Principal Balance (after taking into account distributions of the Class A Principal Distribution Amount on such Distribution Date), (B) the Class M-1 Certificate Principal Balance (after taking into account distributions of the Class M-1 Principal Distribution Amount on such Distribution Date), (C) the Class M-2 Certificate Principal Balance (after taking into account distributions of the Class M-2 Principal Distribution Amount on such Distribution Date), (D) the Class M-3 Certificate Principal Balance (after taking into account distributions of the Class M-3 Principal Distribution Amount on such Distribution Date), (E) the Class M-4 Certificate Principal Balance (after taking into account distributions of the Class M-4 Principal Distribution Amount on such Distribution Date), (F) the Class M-5 Certificate Principal Balance (after taking into account distributions of the Class M-5 Principal Distribution Amount on such Distribution Date), and (G) the Class M-6 Certificate Principal Balance immediately prior to such Distribution Date over (2) the lesser of (A) 86.80% of the Stated Principal Balances of the Mortgage Loans as of the end of the immediately preceding Due Period and (B) the excess of the Stated Principal Balances of the Mortgage Loans as of the end of the immediately preceding Due Period over the Minimum Required Overcollateralization Amount. Notwithstanding the foregoing, (I) on any Distribution Date prior to the Stepdown Date on which the Certificate Principal Balance of each Class of Class A, Class M-1, Class M-2, Class M-3, Class M-4 and Class M-5 Certificates has been reduced to zero, the Class M-6 Principal Distribution Amount will equal the lesser of (x) the outstanding Class M-6 Certificate Principal Balance and (y) 100% of the Principal Distribution Amount remaining after any distributions on such Class A, Class M-1, Class M-2, Class M-3, Class M-4 and Class M-5 Certificates and (II) in no event will the Class M-6 Principal Distribution Amount with respect to any Distribution Date exceed the Class M-6 Certificate Principal Balance.

 

Class M-6 Unpaid Realized Loss Amount : As of any Distribution Date, the excess of (1) the Class M-6 Applied Realized Loss Amount over (2) the sum of (x) all distributions in reduction of the Class M-6 Unpaid Realized Loss Amounts on all previous Distribution Dates and (y) all increases in the Certificate Principal Balance of such Class M-6 Certificates pursuant to the definition of “Certificate Principal Balance.”

 

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Class R Certificate : Any Certificate designated as a “Class R Certificate” on the face thereof, in the form of Exhibit A hereto, representing the right to distributions as set forth herein.

 

Class S Certificate : Any Certificate designated as a “Class S Certificate” on the face thereof, in the form of Exhibit A hereto, representing the right to distributions as set forth herein. For federal income tax purposes, the Class S Certificates represent each of the REMIC 3 S Components each of which is a “regular interest” in REMIC 3.

 

Class S Current Interest : As of any Distribution Date, the interest accrued during the related Accrual Period at the Class S Pass-Through Rate on the Class S Notional Amount as of the first day of such Accrual Period (after giving effect to any distributions of principal made or deemed to be made as of such first day) plus the Current Interest and Interest Carry Forward Amount portions of any previous distributions on such Class that are recovered as a voidable preference by a trustee in bankruptcy, less any Non-Supported Interest Shortfall allocated on such Distribution Date to the Class S Certificates.

 

Class S Interest Carry Forward Amount : As of any Distribution Date, the sum of (1) the excess of (A) the Class S Current Interest with respect to prior Distribution Dates over (B) the amount actually distributed to the Class S Certificate with respect to Class S Current Interest and Class S Interest Carry Forward Amounts on such prior Distribution Dates and (2) interest on such excess (to the extent permitted by applicable law) at the Class S Pass-Through Rate for the related Accrual Period.

 

Class S Notional Amount : For any Distribution Date, the aggregate Certificate Principal Balance of the Class A Certificates for such Distribution Date.

 

Class S Pass-Through Rate : As of any Distribution Date, the greater of (1) 1.00% minus One-Month LIBOR and (2) 0.00%; provided, however, that the rate on each portion of the notional balance of the Class S Certificates that corresponds to each Class of the Class A Certificates will be subject to a cap in each case equal to the excess of (x) the product of (1) the quotient obtained by dividing (a) the total scheduled interest based on the Net Mortgage Rates in effect on the related Due Date for such Distribution Date by (b) the aggregate Stated Principal Balance of the Mortgage Loans as of the first day of the applicable Accrual Period and (2) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the related Accrual Period over (y) One-Month LIBOR plus the applicable margin for such Class of Certificates.

 

Class X Certificates : The Class X Certificates executed by the Trustee and authenticated by the Trustee in substantially the form set forth in Exhibit A.

 

Class X Distributable Amount : The excess of (x) the sum of (i) the initial Overcollateralization Amount and (ii) all interest payments accrued on the REMIC 3 X Interest over (y) the sum of (i) all prior distributions to the Class X Certificates pursuant to Section 5.05(g) and (ii) all payments treated as distributed by REMIC 3 to the REMIC 3 X Interest then paid to the holders of Class A, Class M and Class B Certificates pursuant to an interest rate cap contract as described in Section 2.07(d).

 

Closing Date : April 19, 2005.

 

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

 

Collateral Value : With respect to a Mortgage Loan, the proceeds of which were used to purchase the related Mortgaged Property, the lesser of (x) the appraisal value of such Mortgaged Property based on an appraisal made for the originator by an independent fee appraiser at the time of the origination of the related Mortgage Loan and (y) the sales price of such Mortgaged Property at such time of origination and

 

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means, with respect to a Mortgage Loan the proceeds of which were used to refinance an existing Mortgage Loan, the appraised value of the Mortgaged Property based upon the appraisal obtained at the time of refinancing.

 

Collection Account : The separate Eligible Accounts created and initially maintained by the Servicer pursuant to Section 3.05(d) in the name of the Trustee for the benefit of the Certificateholders and designated “Specialized Loan Servicing LLC, as servicer for U.S. Bank National Association, as trustee, in trust for registered holders of Terwin Mortgage Trust, Asset-Backed Certificates, Series TMTS 2005-6HE.” Funds in the Collection Account shall be held in trust for the Certificateholders for the uses and purposes set forth in this Agreement.

 

Compensating Interest : For any Distribution Date and with respect to each voluntary Principal Prepayment on the related Mortgage Loans serviced by the Servicer, the lesser of (i) one-half of the Aggregate Servicing Fee payable on such Distribution Date and (ii) the aggregate Prepayment Interest Shortfall if any, for the related Prepayment Period; provided, however, that any Compensating Interest remitted by the Servicing Administrator shall not exceed the Securities Administrator Fee for such Distribution Date.

 

Corporate Trust Office : With respect to (a) the Trustee, the principal corporate trust office at which at any particular time its corporate trust business in connection with this Agreement shall be administered, which office at the date of the execution of this instrument is located at 209 South LaSalle Street, Suite 300, Chicago, Illinois 60604, Attn: Corporate Trust Structured Finance, Terwin Mortgage Trust 2005-6HE, or at such other address as the Trustee may designate from time to time by notice to the Certificateholders, the Depositor, the Seller, the Servicing Administrator, the Securities Administrator, the Backup Servicer and the Servicer and (b) the Securities Administrator and the Backup Servicer, the principal corporate trust office at which at any particular time its corporate trust business in connection with this Agreement shall be administered, which office at the date of the execution of this instrument is located at 4 New York Plaza, New York, New York 10004-2477, Attention: Institutional Trust Services/Global Debt—Terwin Mortgage Trust 2005-6HE, or at such other address as the Securities Administrator may designate from time to time by notice to the Certificateholders, the Trustee, the Depositor, the Seller, the Servicing Administrator, the Servicer, the Backup Servicer and the Securities Administrator. With respect to the Securities Administrator, Certificate Registrar and presentment of Certificates for registration of transfer, exchange or final payment, 2001 Bryan Street, 10 ^th Floor, Dallas, Texas 75201, Attention: Institutional Trust Services/Global Debt—Terwin Mortgage Trust 2005-6HE.

 

Corresponding REMIC 2 Interests : With respect to the Class LT1-A-1A Interest, the Class LT2-A-1A Interest. With respect to the Class LT1-A-1B Interest, the Class LT2-A-1B Interest. With respect to the Class LT1-A-1C Interest, the Class LT2-A-1C Interest. With respect to the Class LT1-B1 Interest, the Class LT2-B1 Interest. With respect to the Class LT1-B2 Interest, the Class LT2-B2 Interest. With respect to the Class LT1-B3 Interest, the Class LT2-B3 Interest. With respect to the Class LT1-B4 Interest, the Class LT2-B4 Interest. With respect to the Class LT1-B5 Interest, the Class LT2-B5 Interest. With respect to the Class LT1-B6 Interest, the Class LT2-B6 Interest. With respect to the Class LT1-M1 Interest, the Class LT2-M1 Interest. With respect to the Class LT1-M2 Interest, the Class LT2-M2 Interest. With respect to the Class LT1-M3 Interest, the Class LT2-M3 Interest. With respect to the Class LT1-M4 Interest, the Class LT2-M4 Interest. With respect to the Class LT1-M5 Interest, the Class LT2-M5 Interest. With respect to the Class LT1-M6 Interest, the Class LT2-M6 Interest.

 

Credit Risk Management Agreements : The agreement between the Servicer and the Credit Risk Manager dated as of April 19, 2005.

 

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Credit Risk Manager : The Murrayhill Company, a Colorado corporation, or its successor in interest.

 

Credit Risk Manager Fee : The fee payable on each Distribution Date to the Credit Risk Manager as compensation for all services rendered by it in exercise and performance of any of the powers and duties of the Credit Risk Manager under the Credit Risk Management Agreement, which amount shall equal one-twelfth of the product of (i) the Credit Risk Manager Fee Rate and (ii) the Stated Principal Balance of the Mortgage Loans as of the immediately preceding Distribution Date.

 

Credit Risk Manager Fee Rate : 0.015% per annum.

 

Current Interest : Any of the Class A-1A Current Interest, the Class A-1B Current Interest, the Class A-1C Current Interest, the Class S Current Interest, the Class M-1 Current Interest, the Class M-2 Current Interest, the Class M-3 Current Interest, the Class M-4 Current Interest, the Class M-5 Current Interest, the Class M-6 Current Interest, the Class B-1 Current Interest, the Class B-2 Current Interest, the Class B-3 Current Interest, the Class B-4 Current Interest, the Class B-5 Current Interest and the Class B-6 Current Interest.

 

Custodian : Deutsche Bank National Trust Company, as custodian, or its successor in interest.

 

Cut-off Date : April 1, 2005 for the Initial Mortgage Loans only.

 

Cut-off Date Principal Balance : As to any Mortgage Loan, the unpaid principal balance thereof as of the close of business on the calendar day immediately preceding the Cut-off Date after application of all payments of principal due on or prior to the Cut-off Date, whether or not received, and all Principal Prepayments received prior to the Cut-off Date, but without giving effect to any installments of principal received in respect of Due Dates after the Cut-off Date.

 

Definitive Certificates : As defined in Section 6.06 hereof.

 

Definitive Regulation S Global Securities : As defined in Section 6.01 hereof.

 

Deleted Mortgage Loan : A Mortgage Loan replaced or to be replaced by a Replacement Mortgage Loan.

 

Delinquent : A Mortgage Loan is “delinquent” if any payment due thereon is not made pursuant to the terms of such Mortgage Loan by the close of business on the day such payment is scheduled to be due. A Mortgage Loan is “30 days delinquent” if such payment has not been received by the close of business on the corresponding day of the month immediately succeeding the month in which such payment was due, or, if there is no such corresponding day (e.g., as when a 30-day month follows a 31-day month in which a payment was due on the 31 ^st day of such month), then on the last day of such immediately succeeding month. With respect to any Mortgage Loan due on any day other than the first day of the month, such Mortgage Loan shall be deemed to be due on the first day of the immediately succeeding month. Similarly for “60 days delinquent,” “90 days delinquent” and so on.

 

Denomination : With respect to each Certificate, the amount set forth on the face thereof as the “Initial Principal Balance of this Certificate.”

 

Depositor : Merrill Lynch Mortgage Investors, Inc., a Delaware corporation, or its successor in interest.

 

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Depository : The initial Depository shall be The Depository Trust Company (“DTC”), the nominee of which is Cede & Co., or any other organization registered as a “clearing agency” pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. The Depository shall initially be the registered Holder of the Book-Entry Certificates. The Depository shall at all times be a “clearing corporation” as defined in Section 8-102(3) of the Uniform Commercial Code of the State of New York.

 

Depository Agreement : With respect to Classes of Book-Entry Certificates, the agreement among the Trustee, the Securities Administrator and the initial Depository.

 

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

 

Designated Transaction : A transaction in which the assets underlying the Certificates consist of single-family residential, multi-family residential, home equity, manufactured housing and/or commercial mortgage obligations that are secured by single-family residential, multi-family residential, commercial real property or leasehold interests therein.

 

Determination Date : With respect to any Distribution Date, the 18 ^th day of the month of such Distribution Date or, if such 18 ^th day is not a Business Day, the immediately preceding Business Day.

 

Disqualified Organization : (1) the United States, any state or political subdivision thereof, any foreign government, any international organization, or any agency or instrumentality of any of the foregoing, (2) any organization (other than a cooperative described in Section 521 of the Code) which is exempt from tax under Chapter 1 of Subtitle A of the Code unless such organization is subject to the tax imposed by Section 511 of the Code and (3) any organization described in Section 1381(a)(2)(C) of the Code.

 

Distribution Date : The 25 ^th day of each calendar month after the initial issuance of the Certificates, or if such 25 ^th day is not a Business Day, the next succeeding Business Day, commencing in May 2005.

 

Due Date : With respect to any Distribution Date and any Mortgage Loan, the day during the related Due Period on which a Scheduled Payment is due.

 

Due Period : With respect to any Distribution Date, the period beginning on the second day of the calendar month preceding the calendar month in which such Distribution Date occurs and ending on the first day of the month in which such Distribution Date occurs.

 

Eligible Account : An account that is (1) maintained with a depository institution the long-term unsecured debt obligations of which are rated by the Rating Agency in one of its two highest rating categories, or (2) maintained with the corporate trust department of a bank which (A) has a rating of at least Baa3 or P-3 by Moody’s and (B) is the corporate trust department of a national bank or banking corporation which has a rating of at least A-1 by S&P or F1 by Fitch or (i) an account or accounts the deposits in which are fully insured by the FDIC, or (ii) an account or accounts, acceptable to the Rating Agency without reduction or withdrawal of the rating of any Class of Certificates, as evidenced in writing, by a depository institution in which such accounts are insured by the FDIC (to the limit established by the FDIC), the uninsured deposits in which accounts are otherwise secured such that, as evidenced by an Opinion of Counsel delivered to and acceptable to the Securities Administrator, the Trustee and the Rating Agency, the Certificateholders have a claim with respect to the funds in such account and a perfected first security interest against any collateral (which shall be limited to Permitted Investments)

 

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securing such funds that is superior to claims of any other depositors or creditors of the depository institution with which such account is maintained, or (iii) maintained at an eligible institution whose commercial paper, short-term debt or other short-term deposits are rated at least A+ by S&P and F-1+ by Fitch, or (iv) maintained with a federal or state chartered depository institution the deposits in which are insured by the FDIC to the applicable limits and the short-term unsecured debt obligations of which (or, in the case of a depository institution that is a subsidiary of a holding company, the short-term unsecured debt obligations of such holding company) are rated A by S&P or Prime 1 by Moody’s at the time any deposits are held on deposit therein, or (v) otherwise acceptable to each Rating Agency, as evidenced by a letter from the Rating Agency to the Trustee, or (3) a segregated trust account or accounts maintained with the Trustee, the Securities Administrator or any other federal or state chartered depository institution or trust company, acting in its fiduciary capacity. Eligible Accounts may bear interest.

 

ERISA : The Employee Retirement Income Security Act of 1974, including any successor or amendatory provisions.

 

ERISA-Qualifying Underwriting : A best efforts or firm commitment underwriting or private placement that would satisfy the requirements of any applicable underwriter’s exemption granted by the United States Department of Labor, except, in relevant part, for the requirement that the certificates have received a rating at the time of acquisition that is in one of the three (or four, in the case of a “designated transaction”) highest generic rating categories by at least one of the Rating Agencies.

 

ERISA Restricted Certificates : The Class X Certificates, Class ES Certificates and Class R Certificate and any other Certificate, unless the acquisition and holding of such other Certificate is covered by and exempt under any applicable underwriter’s exemption granted by the United States Department of Labor.

 

Event of Default : As defined in Section 8.01 hereof.

 

Exception Report : As defined in Section 2.02 hereof.

 

Excess Interest : On any Distribution Date, all amounts received by any of the Class A, Class M and Class B Certificates to the extent attributable to the excess, if any, of the Pass-Through Rates on such Certificates over the Net Rate.

 

Excess Proceeds : With respect to any Liquidated Loan, any Liquidation Proceeds that are in excess of the sum of (1) the unpaid principal balance of such Liquidated Loan as of the date of such liquidation plus (2) interest at the Mortgage Rate from the Due Date as to which interest was last paid or advanced to Certificateholders (and not reimbursed to the Servicer) up to the Due Date in the month in which such Liquidation Proceeds are required to be distributed on the unpaid principal balance of such Liquidated Loan outstanding during each Due Period as to which such interest was not paid or advanced.

 

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

 

Extra Principal Distribution Amount : With respect to any Distribution Date, (1) prior to the Stepdown Date, the excess of (A) the sum of (i) the Aggregate Certificate Principal Balance immediately preceding such Distribution Date reduced by the Principal Funds with respect to such Distribution Date and (ii) the Targeted Overcollateralization Amount over (B) the Pool Stated Principal Balance of the Mortgage Loans as of such Distribution Date and (2) on and after the Stepdown Date, (A) the sum of (i) the Aggregate Certificate Principal Balance immediately preceding such Distribution Date, reduced by the Principal Funds with respect to such Distribution Date and (ii) the greater of (a) 1.00% of the Pool Stated Principal Balance of the Mortgage Loans and (b) the Minimum Required Overcollateralization

 

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Amount less (B) the Pool Stated Principal Balance of the Mortgage Loans as of such Distribution Date; provided, however, that if on any Distribution Date a Trigger Event is in effect, the Extra Principal Distribution Amount will not be reduced to the applicable percentage of the then-current Pool Stated Principal Balance of the Mortgage Loans as of the Due Date immediately prior to the Trigger Event until the next Distribution Date on which the Trigger Event is not in effect.

 

Fannie Mae : A federally chartered and privately owned corporation organized and existing under the Federal National Mortgage Association Charter Act, or any successor thereto.

 

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

 

Federal Funds Rate : The interest rate at which depository institutions lend balances at the Federal Reserve to other depository institutions overnight.

 

Fitch : Fitch, Inc., or its successor in interest.

 

Floating Rate Certificate Carryover : With respect to a Distribution Date, in the event that the Pass-Through Rate for a Class of Class A, Class M or Class B Certificates is based upon the Available Funds Cap, the excess of (x) the amount of interest that such Class would have been entitled to receive on such Distribution Date had the Pass-Through Rate for that Class not been calculated based on the Available Funds Cap over (y) the amount of interest distributable on such Class on such Distribution Date based on the Available Funds Cap, together with (I) the unpaid portion of any such excess from prior Distribution Dates (and interest accrued thereon at the then applicable Pass-Through Rate for such Class, without giving effect to the Available Funds Cap) and (II) any amount previously distributed with respect to Floating Rate Certificate Carryover for such Class that is recovered as a voidable preference by a trustee in bankruptcy.

 

Form 10-K Certification : The certification required pursuant to Rule 13a-14 under the Exchange Act.

 

Freddie Mac : A corporate instrumentality of the United States created and existing under Title III of the Emergency Home Finance Act of 1970, as amended, or any successor thereto.

 

Funding Period : The period beginning on the Closing Date and ending on the earlier of (a) the date on which the amount on deposit in the Pre-Funding Account is reduced to zero or (b) 2:00 p.m., New York City time, on June 24, 2005.

 

Grantor Trusts : The grantor trusts described in Section 2.07 hereof.

 

Included Mortgage Loan : With respect to any Distribution Date, any Mortgage Loan with a Stated Principal Balance greater than zero as of the preceding Distribution Date (or, in the case of the first Distribution Date, the Initial Mortgage Loans); provided, however, that no Subsequent Mortgage Loan as to which the Subsequent Cut-Off Date is on or after the Due Date in the related Due Period shall be treated as an Included Mortgage Loan for such Distribution Date.

 

Initial Adjustment Date : As to any Adjustable Rate Mortgage Loan, the first Adjustment Date following the origination of such Mortgage Loan.

 

Initial Certificate Notional Amount : With respect to the Class S Certificates, the notional amount of such Certificates on the Closing Date as set forth in Section 6.01 hereof.

 

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Initial Certificate Principal Balance : With respect to any Certificate, the Certificate Principal Balance of such Certificate or any predecessor Certificate on the Closing Date as set forth in Section 6.01 hereof.

 

Initial Certification : As defined in Section 2.02.

 

Initial ES Strip : For any Distribution Date, an amount equal to the product of (x) the Stated Principal Balance of the Mortgage Loans as of the immediately preceding Distribution Date and (y) the excess of the Servicing Fee Rate over the SLS Servicing Fee Rate as of the Closing Date.

 

Initial Mortgage Loans : The Mortgage Loans included in the Trust Fund as of the Closing Date.

 

Initial Mortgage Rate : As to each Mortgage Loan, the Mortgage Rate in effect prior to the Initial Adjustment Date.

 

Insurance Policy : With respect to any Mortgage Loan included in the Trust Fund, any insurance policy, including all riders and endorsements thereto in effect with respect to such Mortgage Loan, including any replacement policy or policies for any insurance policies.

 

Insurance Proceeds : Proceeds paid in respect of the Mortgage Loans pursuant to any Insurance Policy or any other insurance policy covering a Mortgage Loan, to the extent such proceeds are payable to the mortgagee under the Mortgage, the Servicer or the Trustee under the deed of trust and are not applied to the restoration of the related Mortgaged Property or released to the Mortgagor in accordance with the procedures that the Servicer would follow in servicing mortgage loans held for its own account, in each case other than any amount included in such Insurance Proceeds in respect of Insured Expenses.

 

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

 

Interest Carry Forward Amount : Any of the Class A-1A Interest Carry Forward Amount, the Class A-1B Interest Carry Forward Amount, the Class A-1C Interest Carry Forward Amount, the Class S Interest Carry Forward Amount, the Class M-1 Interest Carry Forward Amount, the Class M-2 Interest Carry Forward Amount, the Class M-3 Interest Carry Forward Amount, the Class M-4 Interest Carry Forward Amount, the Class M-5 Interest Carry Forward Amount, the Class M-6 Interest Carry Forward Amount, the Class B-1 Interest Carry Forward Amount, the Class B-2 Interest Carry Forward Amount, the Class B-3 Interest Carry Forward Amount, the Class B-4 Interest Carry Forward Amount the Class B-5 Interest Carry Forward Amount or the Class B-6 Interest Carry Forward Amount, as the case may be.

 

Interest Determination Date : With respect to the Class A, Class M and Class B Certificates, (i) for any Accrual Period other than the first Accrual Period, the second LIBOR Business Day preceding the commencement of such Accrual Period and (ii) for the first Accrual Period, April 15, 2005.

 

Interest Funds : With respect to any Distribution Date, the sum, without duplication, of (1) all scheduled interest due during the related Due Period and received before the related Servicer Remittance Date or advanced on or before the related Servicer Remittance Date less the Administration Fee, (2) all Advances relating to interest with respect to the Mortgage Loans, less unreimbursed Advances due to the Servicer with respect to such Mortgage Loans, (3) all Compensating Interest with respect to the Mortgage Loans, (4) Liquidation Proceeds with respect to the Mortgage Loans (to the extent such Liquidation Proceeds relate to interest) collected during the related Prepayment Period, (5) proceeds received by the Servicer resulting from any purchase pursuant to Sections 2.02, 2.03 or 10.01 (to the extent such proceeds relate to interest) less (A) all Non-Recoverable Advances relating to interest and (B) other amounts

 

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reimbursable to the Servicer, the Backup Servicer, the Servicing Administrator, the Securities Administrator and the Trustee pursuant to this Agreement and allocable to interest and (6) the amount of any Required Withdrawal from the Capitalized Interest Account with respect to such Distribution Date.

 

Investment Letter : As defined in Section 6.02(a) hereof.

 

JPMorgan : JPMorgan Chase Bank N.A., or its successor in interest.

 

Last Scheduled Distribution Date : The Distribution Date in November 2035.

 

Latest Possible Maturity Date : The first Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan in the Trust Fund having the latest scheduled maturity date as of the Cut-off Date.

 

Lender : As defined in Section 5.02(a) hereof.

 

LIBOR Business Day : Any day on which banks in the City of London, England and New York City, New York are open and conducting transactions in foreign currency and exchange.

 

Liquidated Loan : With respect to any Distribution Date, a defaulted Mortgage Loan that has been liquidated through deed-in-lieu of foreclosure, foreclosure sale, trustee’s sale or other realization as provided by applicable law governing the real property subject to the related Mortgage and any security agreements and as to which the Servicer has certified (in accordance with Section 3.12) in the related Prepayment Period that it has received all amounts it expects to receive in connection with such liquidation including the final disposition of the related REO Property (exclusive of any possibility of a deficiency judgment).

 

Liquidation Proceeds : Amounts, including Insurance Proceeds, received in connection with the partial or complete liquidation of Mortgage Loans, whether through trustee’s sale, foreclosure sale, sale by the Servicer pursuant to this Agreement or otherwise or amounts received in connection with any condemnation or partial release of a Mortgaged Property and any other proceeds received in connection with an REO Property, less the sum of related unreimbursed Advances, the Servicing Fee, Servicing Advances and any other expenses related to such Mortgage Loan.

 

Loan-to-Value Ratio : With respect to any Mortgage Loan, the original principal balance of such Mortgage Loan divided by the Collateral Value of the related Mortgaged Property.

 

Losses : Any losses, claims, damages, liabilities or expenses collectively.

 

Lower Collar : With respect to each Distribution Date, the applicable per annum rate set forth under the heading “Lower Collar” in the One-Month LIBOR Cap Table herein.

 

LPMI Insurer : The primary mortgage insurer insuring an LPMI Loan.

 

LPMI Loan : A Mortgage Loan covered by an LPMI Policy, as set forth in the Mortgage Loan Schedule or otherwise identified to a Servicer in writing.

 

LPMI Policy : A policy of primary mortgage insurance issued by a LPMI Insurer pursuant to which the related premium is to be paid by a Servicer from payments of interest made by the Mortgagor.

 

Margin : Any of the Class A-1A Margin, the Class A-1B Margin, the Class A-1C Margin, the Class M-1 Margin, the Class M-2 Margin, the Class M-3 Margin, the Class M-4 Margin, the Class M-5 Margin, the Class M-6 Margin, the Class B-1 Margin, the Class B-2 Margin, the Class B-3 Margin, the Class B-4 Margin, the Class B-5 Margin and the Class B-6 Margin.

 

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Maximum Rate Cap : With respect to any of the Class A, Class M and Class B Certificates and any Distribution Date, the product of (I) 12 times the quotient obtained by dividing (x) the aggregate scheduled interest that would have been due on the Included Mortgage Loans during the related Due Period had the Adjustable Rate Mortgage Loans provided for interest at their respective maximum lifetime Mortgage Rates and the Fixed Rate Mortgage Loans provided for interest at their respective Mortgage Rates, less the Administration Fee for such Distribution Date, divided by (y) the Outstanding Principal Balances of the Included Mortgage Loans for such Distribution Date and (II) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the related Accrual Period.

 

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

 

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

 

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

 

MIN : The loan number for any MERS Loan.

 

Minimum Required Overcollateralization Amount : An amount equal to the product of (x) 0.50% and (y) the sum of (x) the Stated Principal Balance of the Mortgage Loans as of the Cut-off Date and (y) the Original Pre-Funded Amount.

 

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 delivered to the Certificateholders pursuant to Section 5.06.

 

Moody’s : Moody’s Investors Service, Inc. or its successor in interest.

 

Mortgage : With respect to a Mortgage Loan, the mortgage, deed of trust or other instrument creating a second lien or a second priority ownership interest in an estate in fee simple in real property securing a Mortgage Note.

 

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

 

Mortgage Loans : Such of the mortgage loans transferred and assigned to the Trustee pursuant to the provisions hereof as from time to time are held as a part of the Trust Fund (including any REO Property and, following the related Subsequent Mortgage Loan Transfer Dates, any Subsequent Mortgage Loan delivered pursuant to a Subsequent Transfer Instrument), the mortgage loans so held being identified in the Mortgage Loan Schedule, notwithstanding foreclosure or other acquisition of title of the related Mortgaged Property. Any mortgage loan that was intended by the parties hereto to be transferred to the Trust Fund as indicated by such Mortgage Loan Schedule which is in fact not so transferred for any reason shall continue to be a Mortgage Loan hereunder until the Purchase Price with respect thereto has been paid to the Trust Fund.

 

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Mortgage Loan Schedule : The list of Mortgage Loans (as from time to time amended by the Trustee to reflect the deletion of Deleted Mortgage Loans and the addition of Replacement Mortgage Loans pursuant to the provisions of this Agreement and as supplemented by each schedule of Subsequent Mortgage Loans attached to a Subsequent Transfer Instrument) transferred to the Trustee as part of the Trust Fund and from time to time subject to this Agreement, attached hereto as Exhibit B, setting forth the following information with respect to each Mortgage Loan:

 

(i)

the loan number;

 

(ii)

borrower name and/or address;

 

(iii)

the unpaid principal balance of the Mortgage Loans;

 

(iv)

the Mortgage Rate;

 

(v)

the maturity date and the months remaining before maturity date;

 

(vi)

the original principal balance;

 

(vii)

the Cut-off Date Principal Balance or Subsequent Cut-off Date Principal Balance with respect to a Subsequent Mortgage Loan;

 

(viii)

the first payment date of the Mortgage Loan;

 

(ix)

the Loan-to-Value Ratio

 

(x)

a code indicating whether the residential dwelling at the time of origination was represented to be owner-occupied;

 

(xi)

a code indicating the property type;

 

(xii)

location of the related Mortgaged Property;

 

(xiii)

a code indicating whether a prepayment penalty is applicable and, if so, the term of such prepayment penalty; and

 

(xiv)

the Credit Score and date obtained.

 

Mortgage Note : The original executed note or other evidence of indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan and all amendments, modifications and attachments thereto.

 

Mortgage Pool : The aggregate of the Mortgage Loans identified in the Mortgage Loan Schedule.

 

Mortgaged Property : The underlying property securing a Mortgage Loan.

 

Mortgage Rate : The annual rate of interest borne by a Mortgage Note from time to time.

 

Mortgagor : The obligor on a Mortgage Note.

 

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Net Mortgage Rate : As to each Mortgage Loan, and at any time, the per annum rate equal to the then current Mortgage Rate less the Servicing Fee Rate, the Securities Administrator Fee Rate and the Credit Risk Manager Fee Rate.

 

Net Rate : The Net WAC multiplied by 30 and divided by the actual number of days in the applicable Accrual Period.

 

Net WAC : As of any Distribution Date, a per annum rate equal to 12 times the quotient obtained by dividing (x) the excess of (i) the total scheduled interest on the Included Mortgage Loans for the related Due Period over (ii) the Administration Fee for such Distribution Date by (y) the Outstanding Principal Balances of the Included Mortgage Loans for such Distribution Date.

 

Non-Recoverable Advance : With respect to any Mortgage Loan, any portion of an Advance previously made or proposed to be made by the Servicer that, in the good faith judgment of the Servicer, will not or, in the case of a current delinquency, would not, be ultimately recoverable by the Servicer from the related Mortgagor, related Liquidation Proceeds or other proceeds of such to the Mortgage Loan.

 

Non-Recoverable Servicing Advance : With respect to any Mortgage Loan, any portion of a Servicing Advance previously made or proposed to be made by the Servicer that, in the good faith judgment of the Servicer, will not or, in the case of a current Servicing Advance, would not, be ultimately recoverable by the Servicer from the related Mortgagor, related Liquidation Proceeds or other proceeds of such to the Mortgage Loans.

 

Non-Supported Interest Shortfall : As defined in Section 5.03 hereof.

 

Notices : As defined in Section 9.01 hereof.

 

Offered Certificates : The Class A, Class S, Class M, Class B-1, Class B-2 and Class B-3 Certificates.

 

Officer’s Certificate : A certificate (1) signed by the Chairman of the Board, the Vice Chairman of the Board, the President, a vice president (however denominated), an Assistant Vice President, the Treasurer, the Secretary, or one of the assistant treasurers or assistant secretaries of the Depositor, the Servicing Administrator, the Servicer, the Backup Servicer or the Securities Administrator (or any other officer customarily performing functions similar to those performed by any of the above designated officers and also to whom, with respect to a particular matter, such matter is referred because of such officer’s knowledge of and familiarity with a particular subject) or (2), if provided for in this Agreement, signed by a Servicing Officer, as the case may be, and delivered to the Depositor, the Servicing Administrator, the Servicer, the Backup Servicer, the Securities Administrator or the Trustee, as the case may be, as required by this Agreement.

 

One-Month LIBOR : With respect to any Accrual Period, the rate determined by the Securities Administrator on the related Interest Determination Date on the basis of (a) the offered rates for one-month United States dollar deposits, as such rates appear on Telerate page 3750, as of 11:00 a.m. (London time) on such Interest Determination Date or (b) if such rate does not appear on Telerate Page 3750 as of 11:00 a.m. (London time), the offered rates of the Reference Banks for one-month United States dollar deposits, as such rates appear on the Reuters Screen LIBOR Page, as of 11:00 a.m. (London time) on such Interest Determination Date. If One-Month LIBOR is determined pursuant to clause (b) above, on each Interest Determination Date, One-Month LIBOR for the related Accrual Period will be established by the Securities Administrator as follows:

 

(i)

If on such Interest Determination Date two or more Reference Banks provide such offered quotations, One-Month LIBOR for the related Accrual Period shall be the arithmetic mean of such offered quotations (rounded upwards if necessary to the nearest whole multiple of 0.03125%).

 

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(ii)

If on such Interest Determination Date fewer than two Reference Banks provide such offered quotations, One-Month LIBOR for the related Accrual Period shall be the higher of (i) One-Month LIBOR as determined on the previous Interest Determination Date and (ii) the Reserve Interest Rate.

 

Opinion of Counsel : A written opinion of counsel, who may be counsel for the Depositor, the Servicing Administrator, the Servicer, the Backup Servicers or the Securities Administrator, reasonably acceptable to each addressee of such opinion; provided, however, that with respect to Section 6.04 or 10.01, or the interpretation or application of the REMIC Provisions, such counsel must (1) in fact be independent of the Depositor, the Servicing Administrator, the Servicer, the Backup Servicers or the Securities Administrator, (2) not have any direct financial interest in the Depositor, the Servicing Administrator, the Servicer or the Securities Administrator or in any affiliate of any, and (3) not be connected with the Depositor, the Servicing Administrator, the Servicer, the Backup Servicer or Securities Administrator as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions. The cost of any Opinion of Counsel shall not be at the expense of the Trustee, Servicing Administrator or Securities Administrator.

 

Optional Termination : The termination of the trust hereunder pursuant to clause (a) of Section 10.01 hereof.

 

Optional Termination Date : The Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans is equal to or less than 10% of the sum of (i) the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date and (ii) the Original Pre-Funded Amount.

 

Optional Termination Price : As of any Distribution Date on or after the Optional Termination Date, an amount equal to the sum of (A) the Aggregate Certificate Principal Balance, plus accrued interest on the Certificates and the Class X Distributable Amount, (B) any unreimbursed out-of-pocket costs and expenses owed to the Securities Administrator, the Trustee and the Servicer and any unreimbursed Advances, Servicing Advances and Administration Fees (including any costs and expenses incurred in connection with the Optional Terminations) and (C) any unreimbursed costs, penalties and/or damages incurred by the Trust Fund in connection with any violation relating to any of the Mortgage Loans of any predatory or abusive lending law.

 

Original Pre-Funded Amount : The amount deposited by the Depositor in the Pre-Funding Account on the Closing Date from the proceeds of the issuance of the Certificates, which amount is $51,310,808.

 

OTS : The Office of Thrift Supervision.

 

Outstanding : With respect to the Certificates as of any date of determination, all Certificates theretofore executed and authenticated under this Agreement except: (1) Certificates theretofore canceled by the Securities Administrator or delivered to the Securities Administrator for cancellation; and (2) Certificates in exchange for which or in lieu of which other Certificates have been executed by the Securities Administrator and delivered by the Securities Administrator pursuant to this Agreement.

 

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Outstanding Mortgage Loan : As of any Distribution Date, a Mortgage Loan with a Stated Principal Balance greater than zero that was not the subject of a Principal Prepayment in full, and that did not become a Liquidated Loan, each prior to the end of the related Due Period.

 

Outstanding Principal Balance : As of any Distribution Date and with respect to any Included Mortgage Loan, the Stated Principal Balance of such Included Mortgage Loan as of the immediately preceding Distribution Date (or, if later, as of the Cut-Off Date, or Subsequent Cut-Off Date, as the case may be).

 

Overcollateralization Amount : As of any date of determination, the excess of (1) the sum of the Stated Principal Balance of the Mortgage Loans and the amount on deposit in the Pre-Funding Account (disregarding income or loss on investments of amounts on deposit in the Pre-Funding Account) over (2) the Certificate Principal Balance of the Certificates.

 

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

 

Pass-Through Rate : With respect to the Class A-1A Certificates, the Class A-1A Pass-Through Rate; with respect to the Class A-1B Certificates, the Class A-1B Pass-Through Rate; with respect to the Class A-1C Certificates, the Class A-1C Pass-Through Rate; with respect to the Class S Certificates, the Class S Pass-Through Rate; with respect to the Class M-1 Certificates, the Class M-1 Pass-Through Rate; with respect to the Class M-2 Certificates, the Class M-2 Pass-Through Rate; with respect to the Class M-3 Certificates, the Class M-3 Pass-Through Rate; with respect to the Class M-4 Certificates, the Class M-4 Pass-Through Rate; with respect to the Class M-5 Certificates, the Class M-5 Pass-Through Rate; with respect to the Class M-6 Certificates, the Class M-6 Pass-Through Rate; with respect to the Class B-1 Certificates, the Class B-1 Pass-Through Rate; with respect to the Class B-2 Certificates, the Class B-2 Pass-Through Rate; with respect to the Class B-3 Certificates, the Class B-3 Pass-Through Rate; with respect to the Class B-4 Certificates, the Class B-4 Pass-Through Rate; with respect to the Class B-5 Certificates, the Class B-5 Pass-Through Rate; and, with respect to the Class B-6 Certificates, the Class B-6 Pass-Through Rate.

 

Percentage Interest : With respect to:

 

(i)

any Class, the percentage interest in the undivided beneficial ownership interest evidenced by such Class which shall be equal to the Certificate Principal Balance of such Class divided by the Class Principal Balance of all Classes; and

 

(ii)

any Certificate, the Percentage Interest evidenced thereby of the related Class shall equal the percentage obtained by dividing the Denomination of such Certificate by the aggregate of the Denominations of all Certificates of such Class; except that in the case of any Class X Certificates, the Percentage Interest with respect to such Certificate shown on the face of such Certificate.

 

Permitted Activities : The primary activities of the trust created pursuant to this Agreement which shall be:

 

(i)

holding Mortgage Loans transferred from the Depositor and other assets of the Trust Fund, including the Cap Contract and any credit

 

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enhancement and passive derivative financial instruments that pertain to beneficial interests issued or sold to parties other than the Depositor, its Affiliates, or its agents;

 

(ii)

issuing Certificates and other interests in the assets of the Trust Fund;

 

(iii)

receiving collections on the Mortgage Loans and the Cap Contract and making payments on such Certificates and interests in accordance with the terms of this Agreement; and

 

(iv)

engaging in other activities that are necessary or incidental to accomplish these limited purposes, which activities cannot be contrary to the status of the Trust Fund as a qualified special purpose entity under existing accounting literature.

 

Permitted Investments : At any time, any one or more of the following obligations and securities:

 

(i)

obligations of the United States or any agency thereof, provided such obligations are backed by the full faith and credit of the United States;

 

(ii)

general obligations of or obligations guaranteed by any state of the United States or the District of Columbia receiving the highest long-term debt rating of the Rating Agency;

 

(iii)

commercial or finance company paper, other than commercial or finance company paper issued by the Depositor, the Securities Administrator or any of its Affiliates, which is then receiving the highest commercial or finance company paper rating of the Rating Agency;

 

(iv)

certificates of deposit, demand or time deposits, federal funds, or bankers’ acceptances (other than banker’s acceptances issued by the Securities Administrator or any of its Affiliates) issued by any depository institution or trust company incorporated under the laws of the United States or of any state thereof and subject to supervision and examination by federal and/or state banking authorities, provided that the commercial paper and/or long term unsecured debt obligations of such depository institution or trust company are then rated one of the two highest long-term and the highest short-term ratings of the Rating Agency for such securities;

 

(v)

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

 

(vi)

guaranteed reinvestment agreements issued by any bank, insurance company or other corporation rated in the two highest long-term or the highest short-term ratings of the Rating Agency containing, at the time of the issuance of such agreements, such terms and conditions as will not result in the downgrading or withdrawal of the rating then assigned to the Certificates by any the Rating Agency as evidenced by a letter from the Rating Agency;

 

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(vii)

repurchase obligations with respect to any security described in clauses (i) and (ii) above, in either case entered into with a depository institution or trust company (acting as principal) described in clause (v) above;

 

(viii)

securities (other than stripped bonds, stripped coupons or instruments sold at a purchase price in excess of 115% of the face amount thereof) bearing interest or sold at a discount issued by any corporation, other than the Securities Administrator or any of its Affiliates, incorporated under the laws of the United States or any state thereof which, at the time of such investment, have one of the two highest long term ratings of the Rating Agency;

 

(ix)

interests in any money market fund (including those managed or advised by the Securities Administrator, the Trustee or their respective affiliates) which (A) at the date of acquisition of the interests in such fund and throughout the time such interests are held in such fund has the highest applicable long term rating by the Rating Agency or (B) would not adversely affect the then current rating by the Rating Agency of any of the Certificates. Such investments in this subsection (ix) may include money market mutual funds or common trust funds, including, without limitation, the J.P. Morgan Prime Money Market Fund or any other fund for which JPMorgan, the Securities Administrator or an affiliate thereof serves as an investment advisor, administrator, shareholder servicing agent and/or custodian or subcustodian, notwithstanding that (i) JPMorgan or an affiliate thereof charges and collects fees and expenses from such funds for services rendered, (ii) JPMorgan or an affiliate thereof charges and collects fees and expenses for services rendered pursuant to this Agreement, and (iii) services performed for such funds and pursuant to this Agreement may converge at any time. JPMorgan or an affiliate thereof is specifically authorized to charge and collect from the Trust Fund such fees as are collected from all investors in such funds for services rendered to such funds (but not to exceed investment earnings thereon); and

 

(x)

short term investment funds sponsored by any trust company or national banking association incorporated under the laws of the United States or any state thereof, other than the Securities Administrator or any of its Affiliates, which on the date of acquisition has been rated by the Rating Agency in their respective highest applicable rating category;

 

provided, that no such instrument shall be a Permitted Investment if such instrument (i) evidences the right to receive interest only payments with respect to the obligations underlying such instrument, (ii) is purchased at a premium or above par or (iii) is purchased at a deep discount; provided, further, that no such instrument shall be a Permitted Investment (A) if such instrument evidences principal and interest payments derived from obligations underlying such instrument and the interest payments with respect to such instrument provide a yield to maturity of greater than 120% of the yield to maturity at par of such underlying obligations, or (B) if it may be redeemed at a price below the purchase price (the foregoing clause (B) not to apply to investments in units of money market funds pursuant to clause (ix) above); and provided, further, (I) that no amount beneficially owned by any REMIC (including, without limitation, any amounts collected by the Servicer but not yet deposited in the Collection Account) may be invested in investments (other than money market funds) treated as equity interests for Federal income tax purposes,

 

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unless the Servicer shall receive an Opinion of Counsel, at the expense of the party requesting that such investment be made, to the effect that such investment will not adversely affect the status of the any REMIC provided for herein as a REMIC under the Code or result in imposition of a tax on the Trust Fund or any REMIC provided for herein and (II) each such investment must be a “permitted investment” within the meaning of Section 860G(a)(5) of the Code. Permitted Investments that are subject to prepayment or call may not be purchased at a price in excess of par.

 

Permitted Transferee : Any Person other than (i) the United States, any State or political subdivision thereof, or any agency or instrumentality of any of the foregoing, (ii) a foreign government, International Organization or any agency or instrumentality of either of the foregoing, (iii) an organization (except certain farmers’ cooperatives described in section 521 of the Code) that is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed by section 511 of the Code on unrelated business taxable income) on any excess inclusions (as defined in section 860E(c)(1) of the Code) with respect to a Certificate, (iv) rural electric and telephone cooperatives described in section 1381(a)(2)(C) of the Code, and (v) a Person that is not a citizen or resident of the United States, a corporation or partnership (or other entity treated as a corporation or partnership for United States federal income tax purposes) created or organized in or under the laws of the United States or any State thereof or the District of Columbia or an estate whose income from sources without the United States is includible in gross income for United States federal income tax purposes regardless of its connection with the conduct of a trade or business within the United States, or a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have authority to control all substantial decisions of the trust, unless, in the case of this clause (v), such Person has furnished the transferor, the Securities Administrator and the Trustee with a duly completed Internal Revenue Service Form W-8ECI or applicable successor form. The terms “United States,” “State” and “International Organization” shall have the meanings set forth in section 7701 of the Code. A corporation will not be treated as an instrumentality of the United States or of any State thereof for these purposes if all of its activities are subject to tax and, with the exception of the Federal Home Loan Mortgage Corporation, a majority of its board of directors is not selected by such government unit.

 

Person : Any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government, or any agency or political subdivision thereof.

 

Placement Agent : Terwin Capital LLC, a Delaware limited liability company, or its successor in interest.

 

Pool Stated Principal Balance : As to any Distribution Date, the sum of (i) the aggregate of the Stated Principal Balances, as of such Distribution Date, of the Mortgage Loans that were Outstanding Mortgage Loans as of such date and (ii) the Pre-Funded Amount as of such Distribution Date.

 

Predatory Lending Law : Section 226.32 of Regulation Z or any similar state or local law (relating to high interest rate credit lending transactions) or any federal, state or local law dealing with “high cost” or “predatory” mortgage lending.

 

Pre-Funded Amount : As of any date of determination, the amount on deposit in the Pre-Funding Account (not including any income, gain or loss on such amount).

 

Pre-Funding Account : The account established and maintained pursuant to Section 5.07.

 

Prepayment Assumption : A rate of prepayment, as described in the Prospectus Supplement in the definition of “Modeling Assumptions,” relating to the Certificates.

 

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Prepayment Interest Shortfall : With respect to any Distribution Date, for each Mortgage Loan that was the subject of a partial Principal Prepayment or a Principal Prepayment in full (other than a Principal Prepayment in full resulting from the purchase of a Mortgage Loan pursuant to Section 2.02, 2.03 or 10.01 hereof) during the related Prepayment Period and prior to the Due Date for such Mortgage Loan occurring during such Prepayment Period, the amount, if any, by which (i) one month’s interest at the applicable Net Mortgage Rate on the Stated Principal Balance of such Mortgage Loan as of the immediately preceding Distribution Date or in the case of a partial Principal Prepayment on the amount of such prepayment exceeds (ii) the amount of interest paid or collected in connection with such Principal Prepayment.

 

Prepayment Penalties : Any prepayment premium, penalty or charge payable by a Mortgagor in connection with any Principal Prepayment on a Mortgage Loan pursuant to the terms of the related Mortgage Note or Mortgage, as applicable.

 

Prepayment Period : As to any Distribution Date, the period commencing on the 12 ^th (or, in the case of the first Distribution Date, the 1 ^st ) day of the calendar month preceding the month in which such Distribution Date occurs and ending on the 11 ^th day of the month in which such Distribution Date occurs.

 

Principal Distribution Amount : With respect to each Distribution Date, the sum of (i) the Principal Funds for such Distribution Date and (ii) any Extra Principal Distribution Amount for such Distribution Date.

 

Principal Funds : With respect to the Mortgage Loans and any Distribution Date, the sum, without duplication, of (1) the scheduled principal due during the related Due Period and received before the related Servicer Remittance Date or advanced on or before the related Servicer Remittance Date, (2) prepayments collected on the Mortgage Loans in the related Prepayment Period, (3) the Stated Principal Balance of each Mortgage Loan that was purchased by the Depositor or the Servicer during the related Prepayment Period or, in the case of a purchase pursuant to Section 10.01, on the Business Day prior to such Distribution Date, (4) the amount, if any, by which the aggregate unpaid principal balance of any Replacement Mortgage Loan is less than the aggregate unpaid principal of the related Deleted Mortgage Loans delivered by the Seller in connection with a substitution of a Mortgage Loan pursuant to Section 2.03(c), (5) all Liquidation Proceeds collected during the related Prepayment Period (to the extent such Liquidation Proceeds related to principal), (6) all Subsequent Recoveries received during the related Due Period, (7) with respect to the Distribution Date immediately following the end of the Funding Period, any amounts in the Pre-Funding Account (as determined without regard to income or losses arising from the investment of amounts on deposit in the Pre-Funding Account) after giving effect to the purchase of any Subsequent Mortgage Loans and (8) all other collections and recoveries in respect of principal during the related Prepayment Period less (A) all Non-Recoverable Advances relating to principal with respect to the Mortgage Loans and (B) other amounts reimbursable to the Servicer, the Servicing Administrator, the Securities Administrator and the Trustee pursuant to this Agreement.

 

Principal Prepayment : Any Mortgagor payment or other recovery of (or proceeds with respect to) principal on a Mortgage Loan (including Mortgage Loans purchased or repurchased under Sections 2.02, 2.03, 3.12 and 10.01 hereof) that is received in advance of its scheduled Due Date and is not accompanied by an amount as to interest representing scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment. Partial Principal Prepayments shall be applied by the Servicer in accordance with the terms of the related Mortgage Note.

 

Prospectus Supplement : The Prospectus Supplement dated April 15, 2005 relating to the public offering of the Offered Certificates.

 

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PTCE 95-60 : As defined in Section 6.02(a) hereof.

 

PUD : A Planned Unit Development.

 

Purchase Price : With respect to any Mortgage Loan required to be repurchased by the Seller or the applicable Transferor, pursuant to Section 2.02 or 2.03 hereof or purchased by the Servicer pursuant to Section 3.12(c) hereof, an amount equal to the sum of (i) 100% of the unpaid principal balance of the Mortgage Loan as of the date of such purchase together with any unreimbursed Advances, Servicing Advances and Servicing Fees owed to the Servicer, (ii) accrued and unpaid interest thereon at the applicable Mortgage Rate from (a) the date through which interest was last paid by the Mortgagor to (b) the Due Date in the month in which the Purchase Price is to be distributed to Certificateholders and (iii) any unreimbursed costs, penalties and/or damages incurred by the Trust Fund in connection with any violation or breach relating to such Mortgage Loan (including without limitation, any violation of any Predatory Lending Law).

 

QIB : As defined in Section 6.02(a) hereof.

 

Rating Agency : Each of Moody’s and S&P. If such organization or its successor is no longer in existence, “Rating Agency” shall be a nationally recognized statistical rating organization, or other comparable Person, designated by the Depositor, notice of which designation shall be given to the Trustee. References herein to a given rating category of a Rating Agency shall mean such rating category without giving effect to any modifiers.

 

Realized Loss : With respect to (1) a Liquidated Loan, the amount, if any, by which the Stated Principal Balance and accrued interest thereon at the Net Mortgage Rate exceeds the amount actually recovered by the Servicer with respect thereto (net of reimbursement of Advances and Servicing Advances) at the time such Mortgage Loan became a Liquidated Loan or (2) with respect to a Mortgage Loan which is not a Liquidated Loan, any amount of principal that the Mortgagor is no longer legally required to pay (except for the extinguishment of debt that results from the exercise of remedies due to default by the Mortgagor).

 

Record Date : With respect to any Distribution Date, the close of business on the last Business Day of the month preceding the month in which the applicable Distribution Date occurs (or, in the case of the first Distribution Date, April 18, 2005).

 

Reference Banks : Barclays Bank PLC, JPMorgan Chase Bank, N.A., Citibank, N.A., National Association and NatWest, N.A.; provided that if any of the foregoing banks are not suitable to serve as a Reference Bank, then any leading banks selected by the Securities Administrator which are engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the Reuters Screen LIBOR Page on the relevant Interest Determination Date and (iii) which have been designated as such by the Securities Administrator.

 

Regular Certificate : Any one of the Class A, Class M and Class B Certificates.

 

Regulation S : Regulation S promulgated under the Securities Act or any successor provision thereto, in each case as the same may be amended from time to time; and all references to any rule, section or subsection of, or definition or term contained in, Regulation S means such rule, section, subsection, definition or term, as the case may be, or any successor thereto, in each case as the same may be amended from time to time.

 

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Regulation S Global Securities : The Book-Entry Regulation S Global Securities and the Definitive Regulation S Global Securities.

 

Related Certificates : As to the REMIC 3 A-1A Interest, the Class A-1A Certificates; as to the REMIC 3 A-1B Interest, the Class A-1B Certificates; as to the REMIC 3 A-1C Interest, the Class A-1C Certificates; as to the REMIC 3 B1 Interest, the Class B-1 Certificates; as to the REMIC 3 B2 Interest, the Class B-2 Certificates; as to the REMIC 3 B3 Interest, the Class B-3 Certificates; as to the REMIC 3 B4 Interest, the Class B-4 Certificates; as to the REMIC 3 B5 Interest, the Class B-5 Certificates; as to the REMIC 3 B6 Interest, the Class B-6 Certificates; as to the REMIC 3 M1 Interest, the Class M-1 Certificates; as to the REMIC 3 M2 Interest, the Class M-2 Certificates; as to the REMIC 3 M3 Interest, the Class M-3 Certificates; as to the REMIC 3 M4 Interest, the Class M-4 Certificates; as to the REMIC 3 M5 Interest, the Class M-5 Certificates and as to the REMIC 3 M6 Interest, the Class M-6 Certificates; as to the Class LT2-A-1A Interest, the Class A-1A Certificates; as to the Class LT2-A-1B Interest, the Class A-1B Certificates; as to the Class LT2-A-1C Interest, the Class A-1C Certificates; as to the Class LT2-B1 Interest, the Class B-1 Certificates; as to the Class LT2-B2 Interest, the Class B-2 Certificates; as to the Class LT2-B3 Interest, the Class B-3 Certificates; as to the Class LT2-B4 Interest, the Class B-4 Certificates; as to the Class LT2-B5 Interest, the Class B-5 Certificates; as to the Class LT2-B6 Interest, the Class B-6 Certificates; as to the Class LT2-M1 Interest, the Class M-1 Certificates; as to the Class LT2-M2 Interest, the Class M-2 Certificates; as to the Class LT2-M3 Interest, the Class M-3 Certificates; as to the Class LT2-M4 Interest, the Class M-4 Certificates; as to the Class LT2-M5 Interest, the Class M-5 Certificates; and as to the Class LT2-M6 Interest, the Class M-6 Certificates.

 

Relief Act : The Servicemembers Civil Relief Act.

 

REMIC : A “real estate mortgage investment conduit” within the meaning of section 860D of the Code. References herein to “the REMICs” or “a REMIC” shall mean any of or, as the context requires, all of REMIC 1, REMIC 2 and REMIC 3.

 

REMIC 1 : As described in the Preliminary Statement and Section 2.07.

 

REMIC 1 Interests : Each of the Class LT1-A-1A Interest, the Class LT1-A-1B Interest, the Class LT1-A-1C Interest, the Class LT1-B1 Interest, the Class LT1-B2 Interest, the Class LT1-B3 Interest, the Class LT1-B4 Interest, the Class LT1-B5 Interest, the Class LT1-B6 Interest, the Class LT1-M1 Interest, the Class LT1-M2 Interest, the Class LT1-M3 Interest, the Class LT1-M4 Interest, the Class LT1-M5 Interest, the Class LT1-M6 Interest, the Class LT1-X Interest and the Class LT1-R Interest.

 

REMIC 1 Marker Interests : Each REMIC 1 Regular Interest other than the Class LT1-X Interest.

 

REMIC 1 Regular Interests : Each REMIC 1 Interest other than the Class LT1-R Interest.

 

REMIC 2 : As described in the Preliminary Statement and Section 2.07.

 

REMIC 2 Interests : Each of the Class LT2-A-1A Interest, the Class LT2-A-1B Interest, the Class LT2-A-1C Interest, the Class LT2-B1 Interest, the Class LT2-B2 Interest, the Class LT2-B3 Interest, the Class LT2-B4 Interest, the Class LT2-B5 Interest, the Class LT2-B6 Interest, the Class LT2-M1 Interest, the Class LT2-M2 Interest, the Class LT2-M3 Interest, the Class LT2-M4 Interest, the Class LT2-M5 Interest, the Class LT2-M6 Interest, the Class LT2-X Interest and the Class LT2-R Interest.

 

REMIC 2 Regular Interests : Each REMIC 2 Interest other than the Class LT2-R Interest.

 

REMIC 3: As described in the Preliminary Statement and Section 2.07.

 

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REMIC 3 A-1A Interest : An uncertificated interest in REMIC 3 with an initial principal balance equal to the initial Certificate Principal Balance of the Related Certificates and with an interest rate, on each Distribution Date, equal to the lesser of (i) One-Month LIBOR plus the Class A-1A Margin and (ii) the Net Rate.

 

REMIC 3 A-1B Interest : An uncertificated interest in REMIC 3 with an initial principal balance equal to the initial Certificate Principal Balance of the Related Certificates and with an interest rate, on each Distribution Date, equal to the lesser of (i) One-Month LIBOR plus the Class A-1B Margin and (ii) the Net Rate.

 

REMIC 3 A-1C Interest : An uncertificated interest in REMIC 3 with an initial principal balance equal to the initial Certificate Principal Balance of the Related Certificates and with an interest rate, on each Distribution Date, equal to the lesser of (i) One-Month LIBOR plus the Class A-1C Margin and (ii) the Net Rate.

 

REMIC 3 B1 Interest : An uncertificated interest in REMIC 3 with an initial principal balance equal to the initial Certificate Principal Balance of the Related Certificates and with an interest rate, on each Distribution Date, equal to the lesser of (i) One-Month LIBOR plus the Class B-1 Margin and (ii) the Net Rate.

 

REMIC 3 B2 Interest : An uncertificated interest in REMIC 3 with an initial principal balance equal to the initial Certificate Principal Balance of the Related Certificates and with an interest rate, on each Distribution Date, equal to the lesser of (i) One-Month LIBOR plus the Class B2 Margin and (ii) the Net Rate.

 

REMIC 3 B3 Interest : An uncertificated interest in REMIC 3 with an initial principal balance equal to the initial Certificate Principal Balance of the Related Certificates and with an interest rate, on each Distribution Date, equal to the lesser of (i) One-Month LIBOR plus the Class B-3 Margin and (ii) the Net Rate.

 

REMIC 3 B4 Interest : An uncertificated interest in REMIC 3 with an initial principal balance equal to the initial Certificate Principal Balance of the Related Certificates and with an interest rate, on each Distribution Date, equal to the lesser of (i) One-Month LIBOR plus the Class B-4 Margin and (ii) the Net Rate.

 

REMIC 3 B5 Interest : An uncertificated interest in REMIC 3 with an initial principal balance equal to the initial Certificate Principal Balance of the Related Certificates and with an interest rate, on each Distribution Date, equal to the lesser of (i) One-Month LIBOR plus the Class B-5 Margin and (ii) the Net Rate.

 

REMIC 3 B6 Interest : An uncertificated interest in REMIC 3 with an initial principal balance equal to the initial Certificate Principal Balance of the Related Certificates and with an interest rate, on each Distribution Date, equal to the lesser of (i) One-Month LIBOR plus the Class B-6 Margin and (ii) the Net Rate.

 

REMIC 3 M1 Interest : An uncertificated interest in REMIC 3 with an initial principal balance equal to the initial Certificate Principal Balance of the Related Certificates and with an interest rate, on each Distribution Date, equal to the lesser of (i) One-Month LIBOR plus the Class M-1 Margin and (ii) the Net Rate.

 

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REMIC 3 M2 Interest : An uncertificated interest in REMIC 3 with an initial principal balance equal to the initial Certificate Principal Balance of the Related Certificates and with an interest rate, on each Distribution Date, equal to the lesser of (i) One-Month LIBOR plus the Class M-2 Margin and (ii) the Net Rate.

 

REMIC 3 M3 Interest : An uncertificated interest in REMIC 3 with an initial principal balance equal to the initial Certificate Principal Balance of the Related Certificates and with an interest rate, on each Distribution Date, equal to the lesser of (i) One-Month LIBOR plus the Class M-3 Margin and (ii) the Net Rate.

 

REMIC 3 M4 Interest : An uncertificated interest in REMIC 3 with an initial principal balance equal to the initial Certificate Principal Balance of the Related Certificates and with an interest rate, on each Distribution Date, equal to the lesser of (i) One-Month LIBOR plus the Class M-4 Margin and (ii) the Net Rate.

 

REMIC 3 M5 Interest : An uncertificated interest in REMIC 3 with an initial principal balance equal to the initial Certificate Principal Balance of the Related Certificates and with an interest rate, on each Distribution Date, equal to the lesser of (i) One-Month LIBOR plus the Class M-5 Margin and (ii) the Net Rate.

 

REMIC 3 M6 Interest : An uncertificated interest in REMIC 3 with an initial principal balance equal to the initial Certificate Principal Balance of the Related Certificates and with an interest rate, on each Distribution Date, equal to the lesser of (i) One-Month LIBOR plus the Class M-6 Margin and (ii) the Net Rate.

 

REMIC 3 Interests : Each of the REMIC 3 A-1A Interest, the REMIC 3 A-1B Interest, the REMIC 3 A-1C Interest, the REMIC 3 B1 Interest, the REMIC 3 B2 Interest, the REMIC 3 B3 Interest, the REMIC 3 B4 Interest, the REMIC 3 B5 Interest, the REMIC 3 B6 Interest, the REMIC 3 M1 Interest, the REMIC 3 M2 Interest, the REMIC 3 M3 Interest, the REMIC 3 M4 Interest, the REMIC 3 M5 Interest, the REMIC 3 M6 Interest, the REMIC 3 X Interest, each of the REMIC 3 S Components and the REMIC 3 Residual Interest.

 

REMIC 3 Regular Interests : Each of the REMIC 3 Interests other than the REMIC 3 Residual Interest.

 

REMIC 3 Residual Interest : The sole class of “residual interest” in REMIC 3.

 

REMIC 3 S Components : Each of the REMIC 3 SA-1A Component, the REMIC 3 SA-1B Component and the REMIC 3 SA-1C Component.

 

REMIC 3 SA-1A Component : An interest-only “regular interest” in REMIC 3 entitled to the interest, if any, that accrues on the Class LT2-A-1A Interest at a rate in excess of One-Month LIBOR plus the Class A-1A Margin. The REMIC 3 SA-1A Component is represented by the Class S Certificates.

 

REMIC 3 SA-1B Component : An interest-only “regular interest” in REMIC 3 entitled to the interest, if any, that accrues on the Class LT2-A-1B Interest at a rate in excess of One-Month LIBOR plus the Class A-1B Margin. The REMIC 3 SA-1B Component is represented by the Class S Certificates.

 

REMIC 3 SA-1C Component : An interest-only “regular interest” in REMIC 3 entitled to the interest, if any, that accrues on the Class LT2-A-1C Interest at a rate in excess of One-Month LIBOR plus the Class A-1C Margin. The REMIC 3 SA-1C Component is represented by the Class S Certificates.

 

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REMIC 3 X Interest: An uncertificated regular interest in REMIC 3 with an initial principal balance equal to the excess of (i) the sum of (x) the Cut-off Date Principal Balance of the Initial Mortgage Loans and (y) the Original Pre-Funded Amount over (ii) the aggregate Certificate Principal Balance of the Class A, Class M and Class B Certificates and bearing interest on a notional amount equal to the aggregate principal balance of the REMIC 1 Regular Interests outstanding at the beginning of the related Accrual Period at a rate equal to the REMIC 3 X Interest Rate (such amount representing 100% of the interest accrued on the Class LT2-X Interest). The REMIC 3 X Interest will not include any obligation to make any payments in respect of the deemed interest rate cap contracts described in Section 2.07 or any right to receive amounts distributable to the Class X Certificates pursuant to Section 5.05(i).

 

REMIC 3 X Interest Rate : For any Distribution Date, the excess, if any, of (a) the weighted-average of the interest rates on the REMIC 1 Regular Interests over (b) two times the weighted average of the interest rates on the REMIC 1 Regular Interests (treating for purposes of this clause (b) the interest rate on each of the REMIC 1 Marker Interests as capped at the interest rate on the Corresponding REMIC 2 Interest and treating the interest rate on the Class LT1-X Interest as capped at zero). The averages described in the preceding sentence shall be weighted on the basis of the respective principal balances of the REMIC 1 Regular Interests immediately prior to such Distribution Date.

 

REMIC Pass-Through Rate : The Pass-Through Rate for a Class of Related Certificates calculated by replacing “Available Funds Cap” in such definition with “Net Rate.”

 

REMIC Provisions : Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at sections 860A through 860G of Subchapter M of Chapter 1 of the Code, and related provisions, and proposed, temporary and final regulations and published rulings, notices and announcements promulgated thereunder, as the foregoing may be in effect from time to time as well as provisions of applicable state laws.

 

REMIC Regular Interest : Any REMIC 3 Regular Interest.

 

REO Property : A Mortgaged Property acquired by the Servicer through foreclosure or deed-in-lieu of foreclosure in connection with a defaulted Mortgage Loan.

 

Replacement Mortgage Loan : A Mortgage Loan substituted by the Seller for a Deleted Mortgage Loan, which must, on the date of such substitution, as confirmed in a Request for Release, substantially in the form of Exhibit I (1) have a Stated Principal Balance, after deduction of the principal portion of the Scheduled Payment due in the month of substitution, not in excess of, and not less than 90% of the Stated Principal Balance of the Deleted Mortgage Loan (provided that if such Stated Principal Balance is less the Stated Principal Balance of the Deleted Mortgage Loan, the Seller must also deposit the Substitution Adjustment Amount along with Replacement Mortgage Loan); (2) with respect to any Mortgage Loan, have a Mortgage Rate not less than or no more than 1% per annum higher than the Mortgage Rate of the Deleted Mortgage Loan; (3) have a similar or higher FICO score or credit grade than that of the Deleted Mortgage Loan; (4) have a Loan-to-Value Ratio no higher than that of the Deleted Mortgage Loan; (5) have a remaining term to maturity no greater than (and not more than one year less than) that of the Deleted Mortgage Loan; (6) provide for a prepayment charge on terms substantially similar to those of the prepayment charge, if any, of the Deleted Mortgage Loan; (7) have the same lien priority as the Deleted Mortgage Loan; (8) constitute the same occupancy type as the Deleted Mortgage Loan; and (9) comply with each representation and warranty set forth in Section 2.03 hereof.

 

Request for Release : The Request for Release of Documents submitted by the Servicer to the Trustee, substantially in the form of Exhibit I hereto.

 

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Required Insurance Policy : With respect to any Mortgage Loan, any insurance policy that is required to be maintained from time to time under this Agreement.

 

Required Loss Percentage : For any Distribution Date, the applicable percentage for such Distribution Date set forth in the following table: