Common use of UPPER-TIER REMIC Clause in Contracts

UPPER-TIER REMIC. The Upper-Tier REMIC will hold the Lower-Tier Regular Interests and will issue the Class A-1, Class A-4, Class A-5, Class A-SB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-E, Class D, Class E, Class J-RR, Class K-RR and Class VRR Certificates, which will evidence the “regular interests” in the Upper-Tier REMIC created hereunder. The Upper-Tier REMIC regular interests will have the same Pass-Through Rates as their corresponding Certificates and the same original principal amounts or notional amounts as the original certificate balance or notional amount, as applicable, of their corresponding Certificates as shown in the “Certificates” table below. The Upper-Tier REMIC will also issue the uncertificated Class UR Interest, which is the sole class of “residual interests” in the Upper-Tier REMIC for purposes of the REMIC Provisions and is represented by the Class R Certificates. The Class UR Interest will not have a Certificate Balance or Notional Amount, will not bear interest and will not be entitled to distributions of Prepayment Premiums or Yield Maintenance Charges. Any Aggregate Available Funds remaining in the Upper-Tier REMIC Distribution Account after all required distributions under this Agreement have been made to each Class of Regular Certificates will be deemed distributed to the Class UR Interest and shall be payable to the Holders of the Class R Certificates. The foregoing REMIC structure is intended to cause all of the cash from the Mortgage Loans to flow through to the Upper-Tier REMIC as cash flow on the Regular Certificates, without creating any shortfall, actual or potential (other than for credit losses), to any Regular Certificate. To the extent that the structure is believed to diverge from such intention, the parties identifying such ambiguity shall notify the other parties hereto and the parties involved will resolve such ambiguities to accomplish the intended result and will to the extent necessary rectify any drafting errors or seek clarification to the structure without Certificateholder approval (but with guidance of counsel) to accomplish such intention, including, to the extent necessary, making any amendments in accordance with Section 13.01 of this Agreement.

UPPER-TIER REMIC. The Upper-Tier REMIC will hold the Lower-Tier Regular Interests and will issue the (i) Class A-1, Class A-4, Class A-5, Class A-SB, Class X-A, Class F-RR, Class G-RR, Class H-RR, Class J-RR and Class K-RR Certificates (the “Regular Certificates”) and the Class A-4, Class A-4-X1, Class A-4-X2, Class A-5, Class A-5-X1, Class A-5-X2, Class A-S, Class A-S-X1, Class A-S-X2, Class B, Class B-X1, Class B-X2, Class C, Class XC-BX1, Class XC-D, Class X-EX2, Class D, Class D-X1, Class D-X2, Class E, Class JE-RR, Class K-RR X1 and Class E-X2 Upper-Tier Regular Interests (the “Exchangeable Upper-Tier Regular Interests”), and (ii) the regular interests that correspond in the aggregate to the VRR CertificatesInterest (in the case of the Class RR Certificates and the RR Interest), each of which will evidence the represent a “regular interestsinterest” in the Upper-Tier REMIC created hereunder(the “Upper-Tier Regular Interests”) for purposes of the REMIC Provisions. Each regular interest that is represented by a Regular Certificate or an Exchangeable Upper-Tier Regular Interest will have the same alphanumeric designation and initial pass-through rate, principal balance and entitlements as such Regular Certificate or Exchangeable Upper-Tier Regular Interest, as described below under the caption “The Upper-Tier REMIC regular interests will have the same Pass-Through Rates as their corresponding Certificates Regular Interests and the same original principal amounts or notional amounts as the original certificate balance or notional amount, as applicable, of their corresponding Certificates as shown in the “CertificatesClass UR Interest.” table below. The Upper-Tier REMIC will also issue the uncertificated Class UR Interest, which is will be the sole class of “residual interests” in the Upper-Tier REMIC for purposes of the REMIC Provisions and is represented by the Class R Certificates. The Class UR Interest R Certificates will not have a Certificate Balance or a Notional Amount, will not bear interest and will not or be entitled to distributions of Prepayment Premiums or Yield Maintenance Charges. Any Aggregate Available Funds remaining in the Upper-Tier REMIC Distribution Account Account, after all required distributions under this Agreement have been made to each Class of Upper-Tier Regular Certificates Interests will be deemed distributed to the Class UR Interest and shall be payable to the Holders of the Class R Certificates. The foregoing REMIC structure is intended to cause all of the cash from the Mortgage Loans to flow through to the Upper-Tier REMIC as cash flow on the Regular Certificates, without creating any shortfall, actual or potential (other than for credit losses), to any Regular Certificate. To the extent that the structure is believed to diverge from such intention, the parties identifying such ambiguity shall notify the other parties hereto and the parties involved will resolve such ambiguities to accomplish the intended result and will to the extent necessary rectify any drafting errors or seek clarification to the structure without Certificateholder approval (but with guidance of counsel) to accomplish such intention, including, to the extent necessary, making any amendments in accordance with Section 13.01 of this Agreement.

UPPER-TIER REMIC. The Upper-Tier REMIC will hold the Lower-Tier Regular Interests and will issue the Class A-1, Class A-4A-SB, Class X-A, Class X-B, Class D-RR, Class E-RR, Class F-RR, Class G-RR and Class H-RR Certificates, the Class A-5, Class A-5-X1, Class A-5-X2, Class A-S, Class A-S-X1, Class A-S-X2, Class B, Class B-X1, Class B-X2, Class C, Class C-X1 and Class C-X2 Upper-Tier Regular Interests (the “Exchangeable Upper-Tier Regular Interests”), each of which will represent a “regular interest” in the Upper-Tier REMIC (the “Upper-Tier Regular Interests”). Each of the Upper-Tier Regular Interests designated Class A-1, Class A-SB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-E, Class D, Class E, Class J-RR, Class KE-RR, Class F-RR, Class G-RR and Class VRR Certificates, which H-RR will evidence the “regular interests” in the Upper-Tier REMIC created hereunder. The Upper-Tier REMIC regular interests will have be represented by a Class of Regular Certificates with the same alphanumeric designation and Pass-Through Rates Rate, Certificate Balance or Notional Amount and entitlements as their corresponding Certificates and the same original principal amounts or notional amounts as the original certificate balance or notional amount, as applicable, such Class of their corresponding Certificates as shown in the “Regular Certificates” table below. The Upper-Tier REMIC will also issue the uncertificated Class UR Interest, which is will be the sole class of “residual interests” in the Upper-Tier REMIC for purposes of the REMIC Provisions and is represented by the Class R Certificates. The Class UR Interest R Certificates will not have a Certificate Balance or a Notional Amount, will not bear interest and will not or be entitled to distributions of Prepayment Premiums or Yield Maintenance Charges. Any Aggregate Available Funds remaining in the Upper-Tier REMIC Distribution Account Account, after all required distributions under this Agreement have been made to each Class of Regular Certificates and Exchangeable Upper-Tier Regular Interests will be deemed distributed to the Class UR Interest and shall be payable to the Holders of the Class R Certificates. The foregoing REMIC structure is intended to cause all of the cash from the Mortgage Loans to flow through to the Upper-Tier REMIC as cash flow on the Regular Certificates, without creating any shortfall, actual or potential (other than for credit losses), to any Regular Certificate. To the extent that the structure is believed to diverge from such intention, the parties identifying such ambiguity shall notify the other parties hereto and the parties involved will resolve such ambiguities to accomplish the intended result and will to the extent necessary rectify any drafting errors or seek clarification to the structure without Certificateholder approval (but with guidance of counsel) to accomplish such intention, including, to the extent necessary, making any amendments in accordance with Section 13.01 of this Agreement.

UPPER-TIER REMIC. The Upper-Tier REMIC will hold the Lower-Tier Regular Interests and will issue the Class A-1, Class A-4A-2, Class A-5, Class A-SBA-3, Class X-A, Class A-S, Class B, Class C, Class X-B, Class XE-DRR, Class XF-ERR, Class D, Class EG-RR, Class J-RR, Class K-RR and Class VRR L-RR Certificates (the “Regular Certificates”) and the Class C, Class C-X1, Class C-X2, Class D, Class D-X1 and Class D-X2 Upper-Tier Regular Interests (the “Exchangeable Upper-Tier Regular Interests”), each of which will evidence the represent a “regular interestsinterest” in the Upper-Tier REMIC created hereunder(the “Upper-Tier Regular Interests”) for purposes of the REMIC Provisions. Each regular interest that is represented by a Regular Certificate or an Exchangeable Upper-Tier Regular Interest will have the same alphanumeric designation and initial pass-through rate, principal balance and entitlements as such Regular Certificate or Exchangeable Upper-Tier Regular Interest, as described below under the caption “The Upper-Tier REMIC regular interests will have the same Pass-Through Rates as their corresponding Certificates Regular Interests and the same original principal amounts or notional amounts as the original certificate balance or notional amount, as applicable, of their corresponding Certificates as shown in the “CertificatesClass UR Interest.” table below. The Upper-Tier REMIC will also issue the uncertificated Class UR Interest, which is will be the sole class of “residual interests” in the Upper-Tier REMIC for purposes of the REMIC Provisions and is represented by the Class R Certificates. The Class UR Interest R Certificates will not have a Certificate Balance or a Notional Amount, will not bear interest and will not or be entitled to distributions of Prepayment Premiums or Yield Maintenance Charges. Any Aggregate Available Funds remaining in the Upper-Tier REMIC Distribution Account Account, after all required distributions under this Agreement have been made to each Class of Upper-Tier Regular Certificates Interests will be deemed distributed to the Class UR Interest and shall be payable to the Holders of the Class R Certificates. The foregoing REMIC structure is intended to cause all of the cash from the Mortgage Loans to flow through to the Upper-Tier REMIC as cash flow on the Regular Certificates, without creating any shortfall, actual or potential (other than for credit losses), to any Regular Certificate. To the extent that the structure is believed to diverge from such intention, the parties identifying such ambiguity shall notify the other parties hereto and the parties involved will resolve such ambiguities to accomplish the intended result and will to the extent necessary rectify any drafting errors or seek clarification to the structure without Certificateholder approval (but with guidance of counsel) to accomplish such intention, including, to the extent necessary, making any amendments in accordance with Section 13.01 of this Agreement.

UPPER-TIER REMIC. The Upper-Tier REMIC will hold the Lower-Tier Regular Interests and will issue the Class A-1, Class A-4A-2, Class A-5, Class A-SBA-3, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-EF, Class D, Class E, Class J-RRF, Class KG-RR and Class VRR H-RR Certificates (the “Regular Certificates”), which will evidence the “regular interests” in the Upper-Tier REMIC created hereunder. The Upper-Tier REMIC regular interests will have the same Pass-Through Rates as their corresponding Certificates and the same original principal amounts or notional amounts as the original certificate balance or notional amount, as applicable, of their corresponding Certificates as shown in the “Certificates” table below. The Upper-Tier REMIC will also issue the uncertificated Class UR Interest, which is the sole class of “residual interests” in the Upper-Tier REMIC for purposes of the REMIC Provisions and is represented by the Class R Certificates. The Class UR Interest will not have a Certificate Balance or Notional Amount, will not bear interest and will not be entitled to distributions of Prepayment Premiums or Yield Maintenance Charges. Any Aggregate Available Funds remaining in the Upper-Tier REMIC Distribution Account after all required distributions under this Agreement have been made to each Class of Regular Certificates will be deemed distributed to the Class UR Interest and shall be payable to the Holders of the Class R Certificates. The foregoing REMIC structure is intended to cause all of the cash from the Mortgage Loans (excluding any Excess Interest) to flow through to the Upper-Tier REMIC as cash flow on the Regular Certificates, without creating any shortfall, actual or potential (other than for credit losses), to any Regular Certificate. To the extent that the structure is believed to diverge from such intention, the parties identifying such ambiguity shall notify the other parties hereto and the parties involved will resolve such ambiguities to accomplish the intended result and will to the extent necessary rectify any drafting errors or seek clarification to the structure without Certificateholder approval (but with guidance of counsel) to accomplish such intention, including, to the extent necessary, making any amendments in accordance with Section 13.01 of this Agreement.

UPPER-TIER REMIC. The Upper-Tier REMIC will hold the Lower-Tier Regular Interests and will issue the Class A-1, Class A-4, Class A-5, Class A-SB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-E, Class D, Class E, Class J-RR, Class KF-RR and Class VRR G-RR Certificates (the “Regular Certificates”), and the Class A-4, Class A-4-X1, Class A-4-X2, Class A-5, Class A-5-X1, Class A-5-X2, Class A-S, Class A-S-X1, Class A-S-X2, Class B, Class B-X1, Class B-X2, Class C, Class C-X1 and Class C-X2 Upper-Tier Regular Interests (the “Exchangeable Upper-Tier Regular Interests”), each of which will evidence the represent a “regular interestsinterest” in the Upper-Tier REMIC created hereunder. The (the “Upper-Tier REMIC regular interests Regular Interests”). Each of the Upper-Tier Regular Interests designated Class A-1, Class A-SB, Class X-A, Class X-B, Class X-D, Class X-E, Class D, Class E, Class F-RR and Class G-RR will have be represented by a Class of Regular Certificates with the same alphanumeric designation and Pass-Through Rates Rate, Certificate Balance or Notional Amount and entitlements as their corresponding Certificates and the same original principal amounts or notional amounts as the original certificate balance or notional amount, as applicable, such Class of their corresponding Certificates as shown in the “Regular Certificates” table below. The Upper-Tier REMIC will also issue the uncertificated Class UR Interest, which is will be the sole class of “residual interests” in the Upper-Tier REMIC for purposes of the REMIC Provisions and is represented by the Class R Certificates. The Class UR Interest R Certificates will not have a Certificate Balance or a Notional Amount, will not bear interest and will not or be entitled to distributions of Prepayment Premiums or Yield Maintenance Charges. Any Aggregate Available Funds remaining in the Upper-Tier REMIC Distribution Account Account, after all required distributions under this Agreement have been made to each Class of Upper-Tier Regular Certificates Interests will be deemed distributed to the Class UR Interest and shall be payable to the Holders of the Class R Certificates. The foregoing REMIC structure is intended to cause all of the cash from the Mortgage Loans to flow through to the Upper-Tier REMIC as cash flow on the Regular Certificates, without creating any shortfall, actual or potential (other than for credit losses), to any Regular Certificate. To the extent that the structure is believed to diverge from such intention, the parties identifying such ambiguity shall notify the other parties hereto and the parties involved will resolve such ambiguities to accomplish the intended result and will to the extent necessary rectify any drafting errors or seek clarification to the structure without Certificateholder approval (but with guidance of counsel) to accomplish such intention, including, to the extent necessary, making any amendments in accordance with Section 13.01 of this Agreement.