MLCC MORTGAGE INVESTORS, INC.,
COMPANY,
MERRILL LYNCH CREDIT CORPORATION,
MASTER SERVICER,
and
BANKERS TRUST COMPANY OF CALIFORNIA, N.A.,
TRUSTEE
POOLING AND SERVICING AGREEMENT
Dated as of December 1, 1999
$700,000,000
Mortgage Loan Asset Backed Pass-Through Certificates
Series 1999-A
============================================
TABLE OF CONTENTS
Page
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ARTICLE I
DEFINITIONS
Section 1.01. Definitions............................................1
Section 1.02. Interest Calculations.................................27
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; TRUST FUND
Section 2.01. Conveyance of Mortgage Loans..........................28
Section 2.02. Acceptance by Trustee.................................31
Section 2.03. Sale and Conveyance of the Subsequent Mortgage Loans..32
Section 2.04. Trust Fund; Authentication of Certificates............35
Section 2.05. REMIC Elections.......................................35
Section 2.06. REMIC Tax Matters.....................................36
Section 2.07. REMIC Certificate Maturity Date.......................36
Section 2.08. Lower-Tier REMIC......................................36
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE MASTER SERVICER;
REPURCHASE OF MORTGAGE LOANS;
REPRESENTATION AND WARRANTY OF THE COMPANY
Section 3.01. Representations and Warranties of the Master Servicer.37
Section 3.02. Option to Substitute..................................47
Section 3.03. Representation and Warranty of the Company............48
Section 3.04. Index Convertible Mortgage Loans and Convertible
Mortgage Loans; Certain Procedures and Purchases......48
ARTICLE IV
THE CERTIFICATES
Section 4.01. The Certificates......................................50
Section 4.02. Registration of Transfer and Exchange of Certificates.51
Section 4.03. Mutilated, Destroyed, Lost or Stolen Certificates.....55
Section 4.04. Persons Deemed Owners.................................55
Section 4.05. Appointment of Paying Agent...........................55
ARTICLE V
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 5.01. Master Servicer to Service Mortgage Loans.............57
Section 5.02. Sub-Servicing Agreements Between Master Servicer
and Sub-Servicers; Enforcement of Sub-Servicer's
Obligations...........................................58
Section 5.03. Successor Sub-Servicers...............................59
Section 5.04. Liability of the Master Servicer......................59
Section 5.05. No Contractual Relationship Between Sub-Servicer
and Trustee, the Certificateholders, the Certificate
Insurer or the Surety.................................59
Section 5.06. [Reserved]............................................60
Section 5.07. Collection of Mortgage Loan Payments..................60
Section 5.08. Establishment of Certificate Account; Deposits in
Certificate Account...................................60
Section 5.09. Permitted Withdrawals from the Certificate Account....62
Section 5.10. Establishment of Escrow Account; Deposits in Escrow
Account...............................................63
Section 5.11. Permitted Withdrawals from Escrow Account.............64
Section 5.12. Payment of Taxes, Insurance and Other Charges.........64
Section 5.13. Transfer of Accounts..................................65
Section 5.14. Establishment of Pre-Funding Account; Permitted
Withdrawals...........................................65
Section 5.15. Carryover Reserve Fund................................66
Section 5.16. Maintenance of Standard Hazard Policies...............66
Section 5.17. [Reserved]............................................67
Section 5.18. [Reserved]............................................67
Section 5.19. Fidelity Bond and Errors and Omissions Insurance......67
Section 5.20. Collections under Insurance Policies; Enforcement
of Due-on-Sale Clauses; Assumption Agreements.........67
Section 5.21. Income and Realization from Defaulted Mortgage Loans..68
Section 5.22. Custodian and Trustee to Cooperate; Release of
Mortgage Files........................................69
Section 5.23. Servicing and Other Compensation......................71
Section 5.24. File Review Rights of the Certificate Insurer and
the Surety............................................71
Section 5.25. Annual Statement as to Compliance.....................71
Section 5.26. Annual Independent Public Accountants'
Servicing Report......................................71
Section 5.27. Access to Certain Documentation; Rights of the
Company in Respect of the Master Servicer.............72
Section 5.28. REMIC-Related Covenants...............................72
Section 5.29. Prohibited Transactions and Other Taxes...............74
ARTICLE VI
PAYMENTS TO THE CERTIFICATEHOLDERS
Section 6.01. Distributions.........................................75
Section 6.02. Statements to the Certificateholders..................78
Section 6.03. Advances by the Master Servicer.......................80
Section 6.04. The Certificate Insurance Policy......................81
Section 6.05. The Certificate Guaranty Surety Bond..................82
ARTICLE VII
REPORTS TO BE PREPARED BY MASTER SERVICER
Section 7.01. Master Servicer Shall Provide Information as
Reasonably Required...................................84
Section 7.02. Federal Information Returns and Reports to
Certificateholders....................................84
ARTICLE VIII
THE COMPANY AND THE MASTER SERVICER
Section 8.01. Indemnification; Third Party Claims...................86
Section 8.02. Merger or Consolidation of the Company or the Master
Servicer; Status of Master Servicer...................87
Section 8.03. Limitation on Liability of the Company, the Master
Servicer, the Trustee and Others......................87
Section 8.04. Company and Master Servicer Not to Resign.............88
Section 8.05. Successor to the Master Servicer......................88
Section 8.06. Maintenance of Ratings................................90
ARTICLE IX
DEFAULT
Section 9.01. Events of Default.....................................91
Section 9.02. Waiver of Defaults....................................92
Section 9.03. Trustee or Company to Act; Appointment of Successor...93
Section 9.04. Notification to Certificateholders....................93
ARTICLE X
CONCERNING THE TRUSTEE
Section 10.01. Duties of Trustee.....................................94
Section 10.02. Certain Matters Affecting the Trustee.................95
Section 10.03. Trustee Not Liable for Certificates or Mortgage Loans.96
Section 10.04. Trustee May Own Certificates..........................96
Section 10.05. Master Servicer to Pay Trustee's Fees and Expenses....96
Section 10.06. Eligibility Requirements for Trustee..................96
Section 10.07. Resignation and Removal of the Trustee................97
Section 10.08. Successor Trustee.....................................98
Section 10.09. Merger or Consolidation of Trustee....................98
Section 10.10. Appointment of Co-Trustee or Separate Trustee.........99
Section 10.11. Appointment of Office or Agency......................100
ARTICLE XI
TERMINATION
Section 11.01. Termination..........................................101
Section 11.02. Additional Termination Requirements..................102
Section 11.03. Termination By Certificate Insurer or Surety.........103
ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 12.01. Severability of Provisions...........................104
Section 12.02. Limitation on Rights of Certificateholders...........104
Section 12.03. Amendment............................................105
Section 12.04. The Certificate Insurer; Surety......................106
Section 12.05. Recordation of Agreement; Counterparts...............106
Section 12.06. Duration of Agreement................................107
Section 12.07. Governing Law........................................107
Section 12.08. Notices..............................................107
EXHIBITS
A. Mortgage Loan Schedule...........................................A-1
B. Contents of Mortgage File........................................B-1
C. Form of Class A Certificates.....................................C-1
D. Form of Class B Certificates.....................................D-1
E. Form of Class C Certificates.....................................E-1
F. Form of Class R Certificate ...................................F-1
G. [Reserved].......................................................G-1
H. Certificate Account Certification .............................H-1
I. [Reserved].......................................................I-1
J. Distribution Account Certification...............................J-1
K. Form of Subsequent Transfer Agreement............................K-1
L. Form of Investment Letter ............................L-1
M. Form of Transfer Affidavit ......................................M-1
N. ERISA Representation Letter......................................N-1
O. [Reserved].......................................................O-1
P. Sale Agreement...................................................P-1
Q. Form of Notice for Certificate Insurance Policy..................Q-1
R. Form of Notice for Certificate Guaranty Surety Bond..............R-1
This Pooling and Servicing Agreement, dated as of December 1, 1999,
is executed among MLCC Mortgage Investors, Inc., as seller (together with its
permitted successors and assigns, the "Company"), Merrill Lynch Credit
Corporation, as master servicer (together with its permitted successors and
assigns, the "Master Servicer"), and Bankers Trust Company of California,
N.A., as trustee (together with its permitted successors and assigns, the
"Trustee").
In consideration of the premises and the mutual agreements
hereinafter set forth, the Company, the Master Servicer and the Trustee agree
as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. Whenever used herein, the following words
and phrases, unless the context otherwise requires, shall have the following
meanings:
ACCRUAL PERIOD: As to any Distribution Date other than the First
Distribution Date, the actual number of days included in the period beginning
on the preceding Distribution Date and ending on the day preceding such
Distribution Date. In the case of the First Distribution Date, the actual
number of days included in the period beginning on December 21, 1999 and
ending on the day preceding the First Distribution Date.
ADDITION NOTICE: With respect to the transfer of Subsequent Mortgage
Loans to the Trustee pursuant to Section 2.03 hereof and the related
Subsequent Transfer Agreement, a notice, which the Master Servicer shall give
to the Trustee and the Certificate Insurer not later than three Business Days
prior to the related Subsequent Transfer Date, of (a) the Company's
designation of Subsequent Mortgage Loans to be conveyed to the Trustee, on
behalf of and for inclusion in the Trust Fund, and (b) the aggregate Principal
Balance of such Subsequent Mortgage Loans as of the related Subsequent Cut-off
Date.
ADDITIONAL COLLATERAL: (i) With respect to any Mortgage 100(sm) Loan,
the marketable securities subject to a security interest pursuant to the
related Mortgage 100(sm) Pledge Agreement, or (ii) with respect to any Parent
Power(R) Mortgage Loan, the related Parent Power(R) Agreement.
ADDITIONAL COLLATERAL MORTGAGE LOAN: Each Mortgage Loan that is
either a Mortgage 100(sm) Loan or Parent Power(R) Mortgage Loan as to which the
Additional Collateral is still required to be provided as set forth in the
related Mortgage 100(sm) Pledge Agreement or Parent Power(R) Agreement.
ADDITIONAL COLLATERAL MORTGAGE LOAN LIQUIDATION SHORTFALL: The
amount, if any, by which the then outstanding principal balance of a defaulted
Additional Collateral Mortgage Loan exceeds the Liquidation Proceeds
(including those from the related Additional Collateral) allocable to
principal realized with respect to such Mortgage Loan.
ADVANCE: The aggregate of the advances made by the Master Servicer or
the Trustee with respect to a particular Distribution Date pursuant to Section
6.03.
ADVANCE DEPOSIT DATE: As to any Distribution Date, the Business Day
preceding such Distribution Date.
AFFILIATE: With respect to any Person, any other Person controlling,
controlled by or under common control with such Person. For purposes of this
definition, "control" means the power to direct the management and policies of
a Person, directly or indirectly, whether through ownership of voting
securities, by contract or otherwise, and "controlling" and "controlled" shall
have meanings correlative to the foregoing.
AGGREGATE NET PRINCIPAL LIQUIDATION LOSSES: With respect to each
Distribution Date, the amount, if any, by which (a) the aggregate of the
outstanding principal balances of those Mortgage Loans that became Liquidated
Mortgage Loans during the month ending prior to the month of such Distribution
Date exceeds (b) the aggregate Net Liquidation Proceeds for such Mortgage
Loans that are allocable to principal in accordance with the terms thereof.
AGREEMENT: This Pooling and Servicing Agreement and all amendments
hereof and exhibits and supplements hereto.
ALTERNATE CERTIFICATE RATE: As to any Distribution Date, the weighted
average of the Net Mortgage Rates of all Mortgage Loans applicable as of the
Due Date of the month preceding the month of such Distribution Date, weighted
on the basis of their outstanding Principal Balances (after giving effect to
the Monthly Payments due on or before such Due Date and Principal Prepayments
received prior to such Due Date) at such time.
APPRAISED VALUE: As to any Mortgaged Property and any time referred
to herein, the appraised value of such Mortgaged Property based upon the
appraisal made by or on behalf of the Mortgage Loan Seller or the Master
Servicer at such time.
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.
AVAILABLE DISTRIBUTION AMOUNT: With respect to any Distribution Date,
an amount equal to the amount on deposit in the Certificate Account as of the
close of business on the related Determination Date, plus Advances and other
amounts deposited to the Distribution Account pursuant to Section 6.03,
except:
(a) previously unreimbursed amounts received on particular
Mortgage Loans as late payments or other recoveries of principal or
interest (including Liquidation Proceeds, Insurance Proceeds and
condemnation awards) that were part of a prior Advance;
(b) amounts representing the reimbursement for
Nonrecoverable Advances and other amounts (including the Servicing
Fee) permitted to be withdrawn by the Master Servicer from, or not
required to be deposited in, the Certificate Account pursuant to
Section 5.09;
(c) amounts representing all or part of a Monthly Payment
due after the immediately preceding Due Date;
(d) all Repurchase Proceeds, Principal Prepayments,
Liquidation Proceeds, Insurance Proceeds and condemnation awards with
respect to the Mortgage Loans received after the related Principal
Prepayment Period, and all related payments of interest representing
interest for any period of time after the last day of the related Due
Period for such Mortgage Loans; and
(e) all income from Eligible Investments held in the
Certificate Account for the account of the Master Servicer.
BASIS RISK CARRYOVER AMOUNT: As to any Distribution Date on which the
Class A Pass-Through Rate or the Class B Pass-Through Rate is calculated based
on the Alternate Certificate Rate, the excess of:
(1) the amount of interest that the Class A Certificates or
Class B Certificates would have been entitled to receive on such
Distribution Date (but not in excess of 11.86% per annum) had the
Class A Pass-Through Rate or the Class B Pass-Through Rate not been
calculated based on the Alternate Certificate Rate, over
(2) the amount of interest that the Class A Certificates and
Class B Certificates would receive on such Distribution Date based on
the Alternate Certificate Rate (but not in excess of 11.86% per
annum),
together with any Unpaid Basis Risk Carryover Amount for the immediately
preceding Distribution Date, plus interest thereon at the then applicable
Class A Pass-Through Rate or the Class B Pass-Through Rate (without giving
effect to the Alternate Certificate Rate, but not in excess of 11.86% per
annum) to the extent not previously reimbursed from amounts withdrawn from the
Carryover Reserve Fund.
BOOK-ENTRY CERTIFICATE: Any Class A Certificate registered in the
name of the Depository or its nominee ownership of which is reflected on the
books of the Depository or on the books of a person maintaining an account
with such Depository (directly or as an indirect participant in accordance
with the rules of such Depository).
BUSINESS DAY: Any day other than (a) a Saturday or Sunday, or (b) a
legal holiday in the State of Florida or the State of New York, or (c) a day
on which banking or savings and loan institutions in the State of Florida, the
State of New York or the State in which the Corporate Trust Office is located
are authorized or obligated by law or executive order to be closed.
CARRYOVER RESERVE FUND: The account created and initially maintained
by the Trustee pursuant to Section 5.15. Amounts on deposit in the Carryover
Reserve Fund shall be held in trust for the Class A and Class B
Certificateholders for the uses and purposes set forth in this Agreement.
CARRYOVER RESERVE FUND DEPOSIT: As to any Distribution Date, the
greater of (i) any Basis Risk Carryover Amount for such date, and (ii) an
amount such that when added to any other amounts already on deposit in the
Carryover Reserve Fund, the aggregate amount on deposit therein will be equal
to $10,000 (before taking into account any withdrawals from the Carryover
Reserve Fund on such date).
CERTIFICATE: Any Class A, Class B, Class C or Class R Certificate.
CERTIFICATE ACCOUNT: The account created and maintained pursuant to
Section 5.08.
CERTIFICATE GUARANTY SURETY BOND: The Limited Purpose Surety Bond No.
AB0039BE dated February 28, 1996 issued by the Surety.
CERTIFICATEHOLDER or HOLDER: The person in whose name a Certificate
is registered in the Certificate Register, except that, solely for the
purposes of giving any consent, waiver, request or demand pursuant to this
Agreement, any Certificate registered in the name of the Company, the Master
Servicer, any Sub-Servicer, or any of their respective Affiliates shall be
deemed not to be outstanding and the undivided Percentage Interest evidenced
thereby shall not be taken into account in determining whether the requisite
amount of Percentage Interests necessary to effect any such consent, waiver,
request or demand has been obtained, unless such Person owns the entire Class
of which such Certificate is a part. The Trustee shall be provided with an
Officer's Certificate by the Company, the Master Servicer or any Sub-Servicer
if any Certificate is owned by any Affiliate thereof and shall be entitled to
conclusively rely upon the certificate of the Company or the Master Servicer
or any Sub-Servicer as to the determination of the aggregate Percentage
Interests evidenced by Certificates registered to the Company, the Master
Servicer, any Sub-Servicer or their Affiliates.
CERTIFICATE INSURANCE POLICY: The certificate guaranty insurance
policy (# AB0327BE) dated the Closing Date issued by the Certificate Insurer
to the Trustee for the benefit of the Holders of the Class A Certificates.
CERTIFICATE INSURER: Ambac Assurance Corporation, or any successor
thereto, as issuer of the Certificate Insurance Policy.
CERTIFICATE OWNER: With respect to a Class A Certificate that is a
Book-Entry Certificate, the person who is the beneficial owner of a Book-Entry
Certificate.
CERTIFICATE REGISTER: The register maintained pursuant to Section
4.02.
CLASS: All Certificates bearing the same class designation.
CLASS A, CLASS B, CLASS C or CLASS R: Pertaining to Class A, Class B,
Class C or Class R Certificates, as the case may be.
CLASS A CERTIFICATE: Any one of the Certificates designated as a
Class A Certificate substantially in the form set forth in Exhibit C hereto
and executed by the Company and authenticated by the Trustee.
CLASS A DISTRIBUTION AMOUNT: As to any Distribution Date, the
aggregate amount distributed on the Class A Certificates pursuant to Section
6.01.
CLASS A FORMULA PRINCIPAL DISTRIBUTION AMOUNT: With respect to any
Distribution Date, the sum of (i) the Class A Percentage of the Scheduled
Formula Principal Distribution Amount and (ii) the Class A Prepayment
Percentage of the Unscheduled Formula Principal Distribution Amount.
CLASS A INTEREST FORMULA DISTRIBUTION AMOUNT: As to any Distribution
Date, an amount equal to the sum of (a) interest for the related Accrual
Period at the Class A Pass-Through Rate on the Class A Principal Balance as of
such Distribution Date (before giving effect to the distribution on such
Distribution Date), net of Net Interest Shortfall, if any, allocated to the
Class A Certificates pursuant to Section 6.01 in respect of such Distribution
Date, (b) any Class A Unpaid Interest Shortfall for such Distribution Date,
and (c) any Basis Risk Carryover Amount allocated to the Class A Certificates
pursuant to Section 5.15 in respect of such Distribution Date.
CLASS A INTEREST SHORTFALL: As to any Distribution Date, the amount
equal to (a) the Class A Interest Formula Distribution Amount for such
Distribution Date (except for any Basis Risk Carryover Amount allocated to the
Class A Certificates on such Distribution Date), less (b) the amount of
interest distributed to the Class A Certificateholders on such Distribution
Date, less the amount of any Basis Risk Carryover Amount actually distributed
from the Carryover Reserve Fund to the Class A Certificates on such
Distribution Date.
CLASS A PASS-THROUGH RATE: As to any Distribution Date, the per annum
rate equal to the lesser of (i) LIBOR plus 0.38% (or, as to any Distribution
Date occurring at least 120 days after the first Distribution Date in respect
of which the option to purchase the Mortgage Loans in Section 11.01(ii) may
first be exercised, LIBOR plus 0.76%), (ii) the Alternate Certificate Rate,
and (iii) 11.86% per annum.
CLASS A PERCENTAGE: As to any Distribution Date, the percentage
(which shall in no event be greater than 100%) derived from dividing the Class
A Principal Balance (before giving effect to the distributions for such
Distribution Date) by the Pool Principal Balance (before giving effect to the
Formula Principal Distribution Amount for such Distribution Date).
CLASS A PREPAYMENT PERCENTAGE: The Class A Prepayment Percentage for
a Distribution Date on or before the Distribution Date in December 2009 will
be 100%. The Class A Prepayment Percentage for a Distribution Date after the
Distribution Date in December 2009 will be as follows: for any Distribution
Date subsequent to December 2009 to and including the Distribution Date in
December 2010, the Class A Percentage for such Distribution Date plus 70% of
the Subordinated Percentage for such Distribution Date; for any Distribution
Date subsequent to December 2010 to and including the Distribution Date in
December 2011, the Class A Percentage for such Distribution Date plus 60% of
the Subordinated Percentage for such Distribution Date; for any Distribution
Date subsequent to December 2011 to and including the Distribution Date in
December 2012, the Class A Percentage for such Distribution Date plus 40% of
the Subordinated Percentage for such Distribution Date; for any Distribution
Date subsequent to December 2012 to and including the Distribution Date in
December 2013, the Class A Percentage for such Distribution Date plus 20% of
the Subordinated Percentage for such Distribution Date; for any Distribution
Date thereafter, the Class A Percentage for such Distribution Date (unless on
any of the foregoing Distribution Dates the Class A Percentage exceeds the
initial Class A Percentage, in which case the Class A Prepayment Percentage
for such Distribution Date will once again be 100%).
Notwithstanding the foregoing, a decrease in the Class A Prepayment
Percentage provided for in the preceding paragraph will not occur if, as of
the first Distribution Date to which such decrease would apply in accordance
with the preceding paragraph, the following criteria are not satisfied: (a)
cumulative Unrecovered Principal Amounts shall not exceed (1) if such
Distribution Date is in the period after December 2009 to and including
December 2010, 35% of the Original Class B Principal Balance, (2) if such
Distribution Date is in the period after December 2010 to and including
December 2011, 40% of the Original Class B Principal Balance, (3) if such
Distribution Date is in the period after December 2011 to and including
December 2012, 45% of the Original Class B Principal Balance and (4) if such
Distribution Date is in the period after December 2012 to and including
December 2013, 50% of the Original Class B Principal Balance; and (b) over the
prior three months, the average aggregate outstanding Principal Balance of the
Mortgage Loans delinquent 60 days or more (including for this purpose any
Mortgage Loans in foreclosure and Mortgage Loans with respect to which the
related Mortgaged Property has been acquired by the Trust Fund) has not
exceeded 3.00% of the average aggregate outstanding Principal Balance of all
Mortgage Loans for such period.
Notwithstanding the foregoing, if on any Distribution Date (i) the
Current Subordination Level equals at least twice the Original Subordination
Level, (ii) cumulative Unrecovered Principal Amounts with respect to the
Mortgage Loans have not exceeded (1) if such Distribution Date is on or before
the fifth anniversary of the First Distribution Date, 35% of the Original
Class B Principal Balance, (2) if such Distribution Date is after the fifth
but on or before the sixth anniversary of the First Distribution Date, 40% of
the Original Class B Principal Balance, (3) if such Distribution Date is after
the sixth but on or before the seventh anniversary date of the First
Distribution Date, 45% of the Original Class B Principal Balance and (4) if
such Distribution Date is after the seventh anniversary date of the First
Distribution Date, 50% of the Original Class B Principal Balance; and (iii)
over the prior three months, the average aggregate outstanding Principal
Balance of the Mortgage Loans delinquent 60 days or more (including for this
purpose any Mortgage Loans in foreclosure and Mortgage Loans with respect to
which the related Mortgaged Property has been acquired by the Trust Fund) has
not exceeded 3.00% of the average aggregate outstanding Principal Balance of
all Mortgage Loans for such period, then the Class A Prepayment Percentage for
such Distribution Date will be as follows: (A) as to any Distribution Date
prior to the third anniversary of the First Distribution Date, the Class A
Percentage for such Distribution Date plus 50% of the Subordinated Percentage
for such Distribution Date; and (B) as to any Distribution Date thereafter,
the Class A Percentage for such Distribution Date.
CLASS A PRINCIPAL BALANCE: At any time, the Original Class A
Principal Balance minus the sum of all amounts previously distributed to the
Class A Certificateholders on account of principal pursuant to Section 6.01.
CLASS A UNPAID INTEREST SHORTFALL: As to any Distribution Date, the
amount of the Class A Interest Shortfall for the immediately preceding
Distribution Date.
CLASS B CERTIFICATE: Any one of the Certificates designated as a
Class B Certificate substantially in the form set forth in Exhibit D hereto
and executed by the Company and authenticated by the Trustee.
CLASS B FORMULA PRINCIPAL DISTRIBUTION AMOUNT: As to any Distribution
Date, the sum of (i) the Subordinated Percentage of the Scheduled Formula
Principal Amount and (ii) the Subordinated Prepayment Percentage of the
Unscheduled Formula Principal Distribution Amount.
CLASS B INTEREST FORMULA DISTRIBUTION AMOUNT: As to any Distribution
Date, an amount equal to the sum of (a) interest for the related Accrual
Period at the Class B Pass-Through Rate on the Class B Principal Balance as of
such Distribution Date (before giving effect to the distribution on such
Distribution Date), net of Net Interest Shortfall, if any, allocated to the
Class B Certificates pursuant to Section 6.01 in respect of such Distribution
Date, and (b) any Class B Unpaid Interest Shortfall for such Distribution
Date, and (c) any Basis Risk Carryover Amount allocated to the Class B
Certificates pursuant to Section 5.15 in respect of such Distribution Date.
CLASS B INTEREST SHORTFALL: As to any Distribution Date, the amount
equal to (a) the Class B Interest Formula Distribution Amount for such
Distribution Date (except for any Basis Risk Carryover Amount allocated to the
Class B Certificates on such Distribution Date), less (b) the amount of
interest distributed to the Class B Certificateholders on such Distribution
Date pursuant to Section 6.01(a)(v), less the amount of any Basis Risk
Carryover Amount actually distributed from the Carryover Reserve Fund to the
Class B Certificates on such Distribution Date.
CLASS B LOSS AMOUNT: As to any Distribution Date, the lesser of (x),
the amount, if any, by which (A) the sum of (i) the Formula Principal
Distribution Amount for such Distribution Date and (ii) the aggregate of the
Unrecovered Principal Amounts, if any, for such Distribution Date exceeds (B)
the portion of the Available Distribution Amount distributed on account of
principal on such Distribution Date and (y) the Class B Principal Balance
after giving effect to any amount distributed on account of principal to the
Class B Certificateholders on such Distribution Date.
CLASS B LOSS AMOUNT INTEREST REQUIREMENT: As to any Distribution
Date, the amount, if any, equal to the sum of (a) interest for the related
Accrual Period at the Class B Pass-Through Rate on any Class B Loss Amount for
the immediately preceding Distribution Date, (b) interest for the related
Accrual Period at the Class B Pass-Through Rate on any Class B Loss Amount
Unpaid Interest Shortfall for such Distribution Date (to the extent legally
permitted), and (c) any Class B Loss Amount Unpaid Interest Shortfall for such
Distribution Date.
CLASS B LOSS AMOUNT INTEREST SHORTFALL: As to any Distribution Date,
the amount, if any, equal to (a) the Class B Loss Amount Interest Requirement
for such Distribution Date less (b) the amount of interest distributed to the
Class B Certificateholders on such Distribution Date in respect of the Class B
Loss Amount Interest Requirement.
CLASS B LOSS AMOUNT UNPAID INTEREST SHORTFALL: As to any Distribution
Date, the amount of the Class B Loss Amount Interest Shortfall for the
immediately preceding Distribution Date.
CLASS B PASS-THROUGH RATE: As to any Distribution Date, the per annum
rate equal to the lesser of (i) LIBOR plus 1.25%, (ii) the Alternate
Certificate Rate, and (iii) 11.86% per annum.
CLASS B PRINCIPAL BALANCE: At any time, the Original Class B
Principal Balance minus (i) the sum of all amounts previously distributed to
the Class B Certificateholders pursuant to Section 6.01 on account of
principal and (ii) the sum of all Class B Loss Amounts, if any, for prior
Distribution Dates; provided that the Class B Principal Balance shall not be
less than zero.
CLASS B UNPAID INTEREST SHORTFALL: As to any Distribution Date, the
amount of the Class B Interest Shortfall for the immediately preceding
Distribution Date.
CLASS C CERTIFICATE: Any one of the Certificates designated as a
Class C Certificate substantially in the form set forth in Exhibit E hereto
and executed by the Company and authenticated by the Trustee.
CLASS C INTEREST FORMULA DISTRIBUTION AMOUNT: As to any Distribution
Date, an amount equal to the lesser of (i) the Formula Excess Interest Amount
and (ii) the sum of (a) the Component C-1 Current Interest, (b) the Component
C-2 Current Interest, and (c) any Class C Unpaid Interest Shortfall for such
Distribution Date, in both cases reduced by any amounts distributed to either
or both the Class A and Class B Certificateholders pursuant to Sections
6.01(a)(iv) (but only to the extent of that portion, if any, of the
Reimbursement Amount representing interest at the Late Penalty Rate),
6.01(a)(vi), Section 6.01(a)(vii) and/or 6.01(a)(ix) on such Distribution
Date.
CLASS C INTEREST SHORTFALL: As to any Distribution Date, the amount
equal to (a) the Class C Interest Formula Distribution Amount for such
Distribution Date less (b) the amount of interest distributed to the Class C
Certificateholders on such Distribution Date.
CLASS C UNPAID INTEREST SHORTFALL: As to any Distribution Date, the
amount of the Class C Interest Shortfall for the immediately preceding
Distribution Date.
CLASS R CERTIFICATE: Any one of the Certificates executed and
delivered by the Company and authenticated by the Trustee substantially in the
form set forth in Exhibit F.
CLASS R DISTRIBUTION AMOUNT: As to any Distribution Date, the
aggregate amount distributed to the Class R Certificateholder on such
Distribution Date pursuant to Section 6.01.
CLOSING DATE: December 21, 1999.
CODE: The Internal Revenue Code of 1986, as amended.
COMPANY: MLCC Mortgage Investors, Inc., a Delaware corporation, or
its successor in interest or any successor under this Agreement appointed as
herein provided.
COMPONENT C-1 CURRENT INTEREST: As to any Distribution Date, an
amount equal to (x) one month's interest at the Lower-Tier Pass-Through Rate
on the Lower-Tier A Principal Balance as of such Distribution Date (before
giving effect to any distributions on such Distribution Date) minus (y) one
month's interest at the Class A Pass-Through Rate on the Lower-Tier A
Principal Balance as of such Distribution Date (before giving effect to any
distributions on such Distribution Date), in both cases net of their
applicable portion of the Net Interest Shortfall, if any, allocated to the
Class C Certificates pursuant to Section 6.01 in respect of such Distribution
Date.
COMPONENT C-2 CURRENT INTEREST: As to any Distribution Date, an
amount equal to (x) one month's interest at the Lower-Tier Pass-Through Rate
on the Lower-Tier B Principal Balance as of such Distribution Date (before
giving effect to any distributions on such Distribution Date) minus (y) one
month's interest at the Class B Pass-Through Rate on the Lower-Tier B
Principal Balance as of such Distribution Date (before giving effect to any
distributions on such Distribution Date), in both cases net of their
applicable portion of the Net Interest Shortfall, if any, allocated to the
Class C Certificates pursuant to Section 6.01 in respect of such Distribution
Date.
CONSTRUCTIVE LOAN-TO-VALUE RATIO: The fraction, expressed as a
percentage, the numerator of which is the outstanding principal amount of the
related Mortgage Loan at the time of origination thereof, less the amount of
the Original Additional Collateral Requirement, if any, and the denominator of
which is the Appraised Value of the related Mortgaged Property at such time
or, in the case of a Mortgage Loan financing the acquisition of the Mortgaged
Property, the sales price of the Mortgaged Property, if such sales price is
less than such Appraised Value.
CONVERSION PRICE: As to any Converting Mortgage Loan, an amount equal
to the outstanding principal balance of such Converting Mortgage Loan, plus
accrued and unpaid interest thereon at the applicable Mortgage Rate to the
date of conversion, less any Servicing Fee payable with respect to such
Converting Mortgage Loan.
CONVERTIBLE MORTGAGE LOAN: Any Mortgage Loan as to which the
Mortgagor, at its option in accordance with the terms thereof, may convert its
Mortgage Rate to either a fixed rate or to a different Index and applicable
Margin (and at the Mortgagor's election, thereafter to a fixed rate).
CONVERTING MORTGAGE LOAN: A Convertible Mortgage Loan as to which the
Mortgagor is entitled to give and has properly given notice under the terms
thereof that such Mortgagor is exercising such Mortgagor's option to convert
the related Mortgage Rate to a fixed rate. A Mortgage Loan that converts to a
different Index is not a Converting Mortgage Loan.
COOPERATIVE MORTGAGE LOAN: A Mortgage Loan originated to purchase or
refinance the acquisition of Cooperative Shares, and included in the Trust
Fund.
COOPERATIVE SHARES: The shares of stock issued by a private,
non-profit cooperative apartment corporation, which are represented by a stock
certificate and are owned by a Mortgagor.
CORRESPONDENT LENDER: A mortgage banking related entity from which
MLCC purchases Mortgage Loans under its Correspondent Lending program, as such
program is more fully described in the Prospectus Supplement dated December
16, 1999.
CORRESPONDENT MORTGAGE LOAN: A Mortgage Loan originated by a
Correspondent Lender and included in the Trust Fund.
CORRESPONDING CLASSES OF CERTIFICATES: With respect to each
Lower-Tier Regular Interest, the Class or Classes of Certificates appearing
opposite such Lower-Tier Regular Interest in Section 2.08.
CORPORATE TRUST OFFICE: The principal office of the Trustee at which
at any particular time its corporate business with respect to this Agreement
shall be administered, which office at the date of execution of this
instrument is located at 1761 East St. Andrew Place, Santa Ana, California
92705, Telecopy (714) 247-6900.
CURRENT SUBORDINATION LEVEL: With respect to any Distribution Date,
the percentage derived from the fraction, the numerator of which is the Class
B Principal Balance (before giving effect to the distributions and the
allocation of the Class B Loss Amount for such Distribution Date) and the
denominator of which is the Pool Principal Balance (before giving effect to
the Formula Principal Distribution Amount and the allocation of the
Unrecovered Principal Amounts for such Distribution Date).
CUSTODIAL AGREEMENT: The Master Custodial Agreement, dated as of
April 1, 1996 among Bankers Trust Company of California, N.A., as trustee,
Merrill Lynch Mortgage Investors, Inc., MLCC Mortgage Investors, Inc., MLCC
and The Chase Manhattan Bank, N.A., as custodian.
CUSTODIAN: The custodian under the Custodial Agreement.
CUT-OFF DATE: December 1, 1999 (or the date of origination, if
later).
DEFINITIVE CERTIFICATES: As defined in Section 4.02(l).
DEPOSITORY: The initial Depository shall be The Depository Trust
Company, the nominee of which is CEDE & Co., as the registered Holder of one
or more Class A Certificates evidencing in the aggregate the Original Class A
Principal Balance. The Depository shall at all times be a "clearing
corporation" as defined in Section 8-102(a)(5) of the Uniform Commercial Code
of the State of New York.
DEPOSITORY PARTICIPANT: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
DETERMINATION DATE: The fifth day (or if such fifth day is not a
Business Day, the Business Day immediately preceding such fifth day) of the
month of the related Distribution Date.
DISQUALIFIED ORGANIZATION: As defined in Section 4.02(i).
DISTRIBUTION ACCOUNT: The account created and maintained pursuant to
Section 6.01(c).
DISTRIBUTION ACCOUNT SHORTFALL: With respect to any Distribution
Date, the sum of (a) the amount, if any, by which (x) the aggregate of the
full amounts that are due to be distributed on the Class A Certificates
pursuant to clauses (i) and (ii) of Section 6.01(a) exceeds (y) the amount of
the funds (other than the Insured Payment made in respect of such Distribution
Date) that will be on deposit in the Distribution Account in respect of such
Distribution Date and then available to be distributed on the Class A
Certificates, after taking into account all deposits required to be made to
the Distribution Account on or prior to such Distribution Date, including
without limitation all Advances, funds to be transferred from the Pre-Funding
Earnings, the amount deposited by the Company pursuant to the last paragraph
of Section 6.01(a) and payments under the Certificate Guaranty Surety Bond,
and (b) on the third Distribution Date succeeding the month in which there
occurs the latest original scheduled maturity date of any Mortgage Loan that
was an Outstanding Mortgage Loan at any time during such month, the amount, if
any, necessary to reduce the Class A Principal Balance to zero (after giving
effect to all other distributions of principal to be made on such Distribution
Date in respect of the Class A Certificates), without deduction, in the case
of either of the foregoing clauses (a) or (b), of any amounts required to be
withheld that are attributable to the liability of the Trust Fund or the
Trustee for withholding taxes (including, without limitation, interest and
penalties in respect thereof).
DISTRIBUTION DATE: The 15th day of any month, or if such 15th day is
not a Business Day, the first Business Day immediately following, beginning
with the First Distribution Date.
DUE DATE: As to any Distribution Date, the first day of the month of
such Distribution Date, which is the day on which each Monthly Payment is due
on a Mortgage Loan, exclusive of any days of grace.
DUE PERIOD: With respect to any Distribution Date, the calendar month
preceding the month of such Distribution Date.
ELIGIBLE ACCOUNT: An account that is (i) maintained with a federal or
state chartered depository institution the short-term unsecured debt
obligations of which have been rated by each Rating Agency in its highest
short-term rating category at the time of the deposit therein, or (ii) a trust
account maintained with the corporate trust department of a depository
institution, which institution is acting in its fiduciary capacity, or (iii)
an account or accounts the deposits in which are fully insured by the FDIC, or
(iv) an account or accounts in a depository institution in which such accounts
are insured by the FDIC (to the limits established by the FDIC), the uninsured
deposits in which accounts are otherwise either (a) secured such that, as
evidenced by an Opinion of Counsel delivered to the Trustee and acceptable to
the Rating Agencies, the Certificateholders have a claim with respect to the
funds in such account and a perfected first security interest against any
collateral and the proceeds thereof (which shall be limited to Eligible
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository institution with which such account
is maintained or (b) swept at the end of each Business Day into either (1)
Eligible Investments in the name of the Trustee so that the amount remaining
in such account (after giving effect to such sweep) is fully insured by the
FDIC or (2) an account that satisfies clause (ii) above, (v) maintained with
Bankers Trust Company of California, N.A. so long as its short-term unsecured
debt obligations have been rated P-1 by Moody's and A-1 by Standard & Poor's
at the time of the deposit therein, or (vi) otherwise acceptable to each
Rating Agency without reduction or withdrawal of each rating of the Class A
Certificates, as evidenced by a letter from each Rating Agency.
ELIGIBLE INVESTMENTS: One or more of the following:
(a) obligations of, or guaranteed as to principal and interest
by, the United States or obligations of any agency or instrumentality
thereof when such obligations are backed by the full faith and credit
of the United States;
(b) repurchase agreements (including those in which the
purchased securities are held by a third-party custodian) on
obligations specified in clause (a) maturing not later than the day
prior to the Distribution Date on which such amounts are to be
distributed, provided that the long-term unsecured obligations of the
party agreeing to repurchase such obligations are at the time rated
by each Rating Agency in one of its two highest rating categories and
the short-term debt obligations of the party agreeing to repurchase
shall be rated P-1 by Moody's and A-1+ by Standard & Poor's;
(c) certificates of deposit, time deposits, demand deposits and
bankers' acceptances (which shall each have an original maturity of
not more than 90 days and, in the case of bankers' acceptances, shall
in no event have an original maturity of more than 365 days) of any
United States depository institution or trust company incorporated
under the laws of the United States or any state, provided that the
long-term unsecured debt obligations of such depository institution
or trust company at the date of acquisition thereof have been rated
by each Rating Agency in one of its two highest rating categories and
the short-term obligations of such depository institution or trust
company shall be rated P-1 by Moody's and A-1+ by Standard & Poor's;
(d) commercial paper (having original maturities of not more
than 365 days) of any corporation incorporated under the laws of the
United States or any state thereof which on the date of acquisition
has been rated by Moody's and Standard & Poor's in its highest
short-term rating (which is P-1 in the case of Moody's and A-1+ in
the case of Standard & Poor's); provided that such commercial paper
shall mature no later than the day prior to the Distribution Date on
which such amounts are to be distributed;
(e) money market funds with the highest long-term rating
assigned by the Rating Agencies; and
(f) other obligations or securities that are "permitted
investments" within the meaning of Section 860(G)(a)(5) of the Code,
based upon an Opinion of Counsel delivered to the Trustee, the
Certificate Insurer and the Surety, and acceptable to each Rating
Agency, the Certificate Insurer and the Surety as an Eligible
Investment hereunder and will not result in a reduction or withdrawal
of the then current rating of the Class A Certificates, as evidenced
by a letter to such effect from each Rating Agency;
provided that, except in the case of U.S. Treasury STRIPS, no instrument shall
be an Eligible Investment if such instrument evidences either (a) a right to
receive only interest payments with respect to the obligation underlying such
instrument, or (b) a right to receive both principal and interest payments
derived from obligations underlying such instrument where the interest and
principal 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.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ESCROW ACCOUNT: The account or accounts created and maintained
pursuant to Section 5.10.
ESCROW PAYMENTS: The amounts constituting applicable ground rents,
taxes, assessments, water rates and other payments required to be escrowed by
the Mortgagor with the mortgagee pursuant to the Mortgage Loan.
FANNIE MAE: Fannie Mae (formerly the Federal National Mortgage
Association) or any successor organization.
FDIC: The Federal Deposit Insurance Corporation or any successor
organization.
FIDELITY BOND: A fidelity bond to be maintained by the Master
Servicer pursuant to Section 5.19.
FIRST DISTRIBUTION DATE: January 18, 2000.
FORMULA EXCESS INTEREST AMOUNT: With respect to any Distribution
Date, the amount, if any, by which one month's interest at the Alternate
Certificate Rate on the Pool Principal Balance at the beginning of the related
Principal Prepayment Period (giving effect to the Monthly Payment due on such
Due Date and Principal Prepayments prior to such Due Date) is in excess of one
month's interest at the weighted average of the Class A and Class B
Pass-Through Rates for such Distribution Date on the aggregate principal
balances of such Certificates (before giving effect to any distributions or
Class B Loss Amounts for such Distribution Date).
FORMULA PRINCIPAL DISTRIBUTION AMOUNT: As to any Distribution Date,
an amount equal to the sum of:
(a) the principal portion of all Monthly Payments, whether or not
received, which were due on the related Due Date on Outstanding Mortgage Loans
as of such Due Date;
(b) with respect to each Mortgage Loan, all Principal Prepayments
made by the Mortgagor during the related Principal Prepayment Period;
(c) with respect to each Mortgage Loan not described in (e) below,
all Insurance Proceeds, condemnation awards and any other cash proceeds from a
source other than the Mortgagor, to the extent required to be deposited in the
Certificate Account pursuant to Section 5.08(iv) and (v), which are allocable
to principal and were received during the related Principal Prepayment Period,
net of related unreimbursed Servicing Advances and net of any portion thereof
which, as to such Mortgage Loan, constitutes Late Collections;
(d) with respect to each Mortgage Loan that has been repurchased
pursuant to Section 11.01 during the related Principal Prepayment Period, an
amount equal to the Principal Balance of the Mortgage Loan as of the date of
repurchase;
(e) with respect to each Mortgage Loan that became a Liquidated
Mortgage Loan during the related Principal Prepayment Period, the amount
allocable to the principal of such Liquidated Mortgage Loan that was recovered
out of Net Liquidation Proceeds in respect of such Liquidated Mortgage Loan in
such Principal Prepayment Period; and
(f) with respect to each Mortgage Loan repurchased during the related
Principal Prepayment Period by the Master Servicer or the Mortgage Loan Seller
pursuant to Sections 2.01, 2.02, 3.01, 3.04 and 5.01, an amount equal to the
principal amount of the Purchase Price (exclusive of any portion thereof
included in clause (a) above).
FREDDIE MAC: Freddie Mac (formerly the Federal Home Loan Mortgage
Corporation) or any successor organization.
GNMA: The Government National Mortgage Association or any successor
organization.
INDEPENDENT: Of or relating to a Person which (i) is in fact
independent of the Company and the Master Servicer, (ii) does not have any
direct financial interest or any material indirect financial interest in the
Company and the Master Servicer if different from the Company or an Affiliate
thereof and (iii) is not connected with the Company or the Master Servicer as
an officer, employee, director or person performing similar functions.
INDEX: As to each Mortgage Loan, the index for the adjustment of the
Mortgage Rate on the related Mortgage Note, which index is the prime rate
(referred to in Section 3.01 as the "Prime Index"), the London interbank
offered rate for one-month U.S. Dollar deposits (referred to in Section 3.01
as the "One-Month LIBOR Index"), the London interbank offered rate for
six-month U.S. dollar deposits (referred to in Section 3.01 as the "Six-Month
LIBOR Index"), or the weekly average yield on U.S. Treasury securities
adjusted to a constant maturity of one year (referred to in Section 3.01 as
the "Treasury Index"), in each case as defined in such Mortgage Note.
INDEX CONVERTIBLE MORTGAGE LOAN: Any Mortgage Loan as to which the
Mortgagor, at its option in accordance with the terms thereof, may convert its
Mortgage Rate to a different Index and applicable Margin. An Index Convertible
Mortgage Loan may also be a Convertible Mortgage Loan.
INITIAL MORTGAGE LOANS: The Mortgage Loans other than the Subsequent
Mortgage Loans.
INSURANCE AGREEMENT: The Insurance and Indemnity Agreement, dated as
of December 21, 1999, among the Company, the Master Servicer, the Certificate
Insurer and the Trustee.
INSURANCE PROCEEDS: Proceeds paid by any insurer pursuant to any
insurance policy covering a Mortgage Loan, net of costs of collecting such
proceeds.
INSURED AMOUNT: As defined in the Certificate Insurance Policy.
INSURED EXPENSES: Expenses covered by any insurance policy.
INSURED PAYMENT: As defined in the Certificate Insurance Policy.
INTEREST ADJUSTMENT DATE: The date specified in a Mortgage Note on
which its Mortgage Rate is adjusted. NEW LATE COLLECTIONS: With respect to any
Mortgage Loan, all amounts received during any Due Period, whether as late
payments of Monthly Payments or as Liquidation Proceeds, condemnation awards,
Insurance Proceeds, or with respect to a disposition of a Mortgaged Property
which has been acquired by foreclosure or deed in lieu of foreclosure or
otherwise, any of which represent late payments or collections of Monthly
Payments that were due but delinquent for a previous Due Date and not
previously recovered and with respect to which delinquent Monthly Payments an
Advance has been made by the Master Servicer or, under the circumstances set
forth in Section 6.03(b), by the Trustee.
LATE PAYMENT RATE: As defined in the Insurance Agreement.
LIBOR: As to any Distribution Date as follows:
(i) the posted rate for United States dollar deposits for
one month which appears on Telerate Page 3750 (as defined below) as
of 11:00 A.M., London time, on the second LIBOR Business Day prior to
the immediately preceding Distribution Date (or, in the case of the
First Distribution Date, December 17, 1999). If no such posted rate
appears, LIBOR will be determined on such date as described in clause
(ii) below. "Telerate Page 3750" means the display page designated on
the Bridge Information Systems Telerate Service (or such other page
as may replace that page on that service, or such other service as
may be nominated as the information vendor, for the purpose of
displaying London inter-bank offered rates of major banks).
(ii) If on such date no posted rate appears on the Telerate
Page 3750 as described in clause (i) above, the Trustee will request
the principal London office of each of four reference banks (which
shall be National Westminster Bank Plc, Deutsche Bank AG, Lloyds Bank
Plc, and Barclays Bank Plc, so long as each such bank is engaged in
transactions in the London inter-bank market) ("Reference Banks") to
provide the Trustee with its offered quotation for United States
dollar deposits for one month to prime banks in the London inter-bank
market as of 11:00 A.M., London time, on such date. If at least two
reference banks provide the Trustee with such offered quotations,
then LIBOR on such date will be the arithmetic mean (rounded, if
necessary, to the nearest 1/100th of a percent (.0001), with a
5/1,000th of a percent (.00005) rounded upwards) of all such
quotations. If on such date fewer than two of the Reference Banks
provide the Trustee with such an offered quotation, LIBOR on such
date will be the arithmetic mean (rounded, if necessary, to the
nearest 1/100th of a percent (.0001), with a 5/1,000th of a percent
(.00005) rounded upwards) of the offered per annum rates which one or
more leading banks in The City of New York selected by the Trustee
(after consultation with the Servicer) are quoting as of 11:00 A.M.,
New York City time, on such date to leading European banks for United
States dollar deposits for one month, provided, however, that if such
banks are not quoting as described above, LIBOR will be the LIBOR
applicable to the immediately preceding Distribution Date.
LIBOR BUSINESS DAY: A Business Day and a day on which banking
institutions in the City of London, England, are not required or authorized by
law to be closed.
LIQUIDATED MORTGAGE LOAN: Any defaulted Mortgage Loan as to which the
related Mortgaged Property has been acquired, liquidated or disposed of and
with respect to which the Master Servicer has determined that all amounts
which it expects to recover from or on account of such Mortgage Loan or
property acquired in respect thereof have been recovered.
LIQUIDATION EXPENSES: Expenses which are incurred by the Master
Servicer or any Sub-Servicer in connection with the liquidation of any
defaulted Mortgage Loan or property acquired in respect thereof, including,
without limitation, legal fees and expenses, any unreimbursed amount expended
by the Master Servicer pursuant to Sections 5.16 and 5.21 respecting the
related Mortgage Loan and any related and unreimbursed expenditures for real
estate property taxes or for property restoration or preservation.
LIQUIDATION PROCEEDS: Cash (including Insurance Proceeds) received by
the Master Servicer in connection with the liquidation of any defaulted
Mortgage Loan or Mortgaged Property acquired in respect thereof, whether
through the sale or assignment of such Mortgage Loan, trustee's sale,
foreclosure sale or otherwise, or the sale of the Mortgaged Property if the
Mortgaged Property is acquired in satisfaction of the Mortgage Loan other than
amounts required to be paid to the Mortgagor pursuant to law or the terms of
the applicable Mortgage Note plus, with respect to a defaulted Mortgage Loan
that is also an Additional Collateral Mortgage Loan, the amount realized on
the related Additional Collateral with respect to such Mortgage Loan in
accordance with Section 5.21.
LOAN-TO-VALUE RATIO: The fraction, expressed as a percentage, the
numerator of which is the outstanding principal amount of the related Mortgage
Loan at the time of origination and the denominator of which is the Appraised
Value of the related Mortgaged Property at such time or, in the case of a
Mortgage Loan financing the acquisition of the Mortgaged Property, the sales
price of the Mortgaged Property, if such sales price is less than such
Appraised Value.
LOWER-TIER A PRINCIPAL BALANCE: At any time, an amount equal to the
Class A Principal Balance.
LOWER-TIER B PRINCIPAL BALANCE: At any time, an amount equal to the
Class B Principal Balance.
LOWER-TIER INTEREST: Any one of the Lower-Tier Regular Interests or
the Lower-Tier Interest R.
LOWER-TIER INTEREST A: An uncertificated "regular interest" in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC.
LOWER-TIER INTEREST B: An uncertificated "regular interest" in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC.
LOWER-TIER INTEREST R: The sole class of "residual interest" in the
Lower-Tier REMIC.
LOWER-TIER PASS-THROUGH RATE: For any interest bearing Lower-Tier
Regular Interest, the per annum rate set forth or calculated in the manner
described in Section 2.08.
LOWER-TIER REGULAR INTEREST: Lower-Tier Interest A or Lower-Tier
Interest B.
LOWER-TIER REMIC: As described in Section 2.05.
MARGIN: With respect to each Mortgage Loan, the number of basis
points which are added to or subtracted from the Index to establish the
Mortgage Rate on the related Mortgage Note.
MASTER SERVICER: Merrill Lynch Credit Corporation, a Delaware
corporation, or its successor in interest or any successor under this
Agreement as herein provided.
MAXIMUM MORTGAGE RATE: With respect to each Mortgage Loan, the
maximum rate of interest set forth as such in the related Mortgage Note.
MLCC: Merrill Lynch Credit Corporation and its successors in
interest.
MONTHLY PAYMENT: The minimum required monthly payment of principal
and interest due on a Mortgage Loan as specified in the Mortgage Note for any
month (before any adjustment to such scheduled amount by reason of any
bankruptcy or similar proceeding or any moratorium or similar waiver or grace
period). Monthly Payments shall be deemed due on an Outstanding Mortgage Loan
until such time as it becomes a Liquidated Mortgage Loan.
MOODY'S: Moody's Investors Service, Inc. or its successor in interest.
MORTGAGE: The mortgage, deed of trust or other instrument creating a
first lien or a first priority ownership interest in an estate in fee simple
in real property (or a leasehold that extends at least five years beyond the
maturity of the related Mortgage Loan) securing a Mortgage Note.
MORTGAGE 100(sm) LOAN: A Mortgage Loan having at the time of
origination a Loan-to-Value Ratio generally in excess of MLCC's maximum
acceptable Loan-to-Value Ratio for such Mortgage Loan, which Mortgage Loan is
secured by additional collateral in the form of a security interest in
marketable securities having a market value, as of the date of such loan's
origination, at least equal to the Original Additional Collateral Requirement.
MORTGAGE 100(sm) PLEDGE AGREEMENT: With respect to each Mortgage
100(sm) Loan, the Mortgage 100(sm) Pledge Agreement for Securities Account
between the Mortgagor under such Mortgage 100(sm) Loan and MLCC, pursuant to
which such Mortgagor granted a security interest in various investment
securities.
MORTGAGE FILE: The items referred to in Exhibit B annexed hereto
pertaining to a particular Mortgage Loan.
MORTGAGE LOAN: Each of the mortgage loans and all rights with respect
thereto, evidenced by a Mortgage and a Mortgage Note plus, i
