Exhibit 4.1
================================================================================
OPTION ONE MORTGAGE ACCEPTANCE CORPORATION,
Depositor
OPTION ONE MORTGAGE CORPORATION,
Master Servicer
and
[--------------------------------------],
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of [__________]
---------------------------
[_____________________], Series [_______]
================================================================================
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
<S>
<C>
SECTION 1.01.
Defined
Terms.......................................................................
SECTION 1.02.
Accounting..........................................................................
SECTION 1.03.
Allocation of Certain Interest
Shortfalls...........................................
SECTION 1.04.
Rights of the NIMS
Insurer..........................................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01.
Conveyance of Mortgage
Loans........................................................
SECTION 2.02.
Acceptance by
Trustee...............................................................
SECTION 2.03.
Repurchase or Substitution of Mortgage Loans by the
Originator......................
SECTION 2.04.
Intentionally
Omitted...............................................................
SECTION 2.05.
Representations, Warranties and Covenants of the Master
Servicer....................
SECTION 2.06.
Representations and Warranties of the
Depositor.....................................
SECTION 2.07.
Issuance of
Certificates............................................................
SECTION 2.08.
Reserved............................................................................
SECTION 2.09.
Conveyance of REMIC
Regular Interests
and Acceptance of REMIC 2, REMIC 3,
REMIC 4, REMIC 5 and REMIC 6 by the Trustee; Issuance of
Certificates...............
SECTION 2.10.
Negative Covenants of the Trustee and the Master
Servicer...........................
SECTION 2.11.
Puposes and Powers of the
Trust.....................................................
ARTICLE III
ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS
SECTION 3.01.
Master Servicer to Act as Master
Servicer...........................................
SECTION 3.02.
Sub-Servicing Agreements Between Master Servicer and
Sub-Servicers..................
SECTION 3.03.
Successor
Sub-Servicers.............................................................
SECTION 3.04.
Liability of the Master
Servicer....................................................
SECTION 3.05.
No Contractual
Relationship Between
Sub-Servicers and the
NIMS Insurer, the
Trustee or
Certificateholders.......................................................
SECTION 3.06.
Assumption or Termination of Sub-Servicing Agreements by
Trustee....................
SECTION 3.07.
Collection of Certain Mortgage Loan
Payments........................................
SECTION 3.08.
Sub-Servicing
Accounts..............................................................
SECTION 3.09.
Collection of Taxes, Assessments and Similar Items; Servicing
Accounts..............
SECTION 3.10.
Collection Account and Distribution
Account.........................................
SECTION 3.11.
Withdrawals from the Collection Account and Distribution
Account....................
SECTION 3.12.
Investment of Funds in the Collection Account and the Distribution
Account..........
SECTION 3.13.
[Reserved]..........................................................................
SECTION 3.14.
Maintenance of Hazard Insurance and Errors and Omissions and
Fidelity Coverage......
SECTION 3.15.
Enforcement of Due-On-Sale Clauses; Assumption
Agreements...........................
SECTION 3.16.
Realization Upon Defaulted Mortgage
Loans...........................................
SECTION 3.17.
Trustee to Cooperate; Release of Mortgage
Files.....................................
SECTION 3.18.
Servicing
Compensation..............................................................
SECTION 3.19.
Reports to the Trustee; Collection Account
Statements...............................
SECTION 3.20.
Statement as to
Compliance..........................................................
SECTION 3.21.
Assessments of Compliance and Attestation
Reports...................................
SECTION 3.22.
Access to Certain
Documentation.....................................................
SECTION 3.23.
Title, Management and Disposition of REO
Property...................................
SECTION 3.24.
Obligations of
the Master Servicer in Respect of Prepayment Interest
Shortfalls..........................................................................
SECTION 3.25.
Commission
Reporting................................................................
SECTION 3.26.
Obligations of the
Master Servicer in
Respect of Mortgage
Rates and Monthly
Payments............................................................................
SECTION 3.27.
Solicitations.......................................................................
SECTION 3.28.
Net WAC Rate Carryover Reserve
Account..............................................
SECTION 3.29.
Advancing
Facility..................................................................
ARTICLE IV
FLOW OF FUNDS
SECTION 4.01.
Distributions.......................................................................
SECTION 4.02.
[Reserved]..........................................................................
SECTION 4.03.
Statements..........................................................................
SECTION 4.04.
Remittance Reports;
Advances........................................................
SECTION 4.05.
Swap
Account........................................................................
SECTION 4.06.
Distributions on the REMIC Regular
Interests........................................
SECTION 4.07.
Allocation of Realized
Losses.......................................................
SECTION 4.08.
Tax Treatment of Swap Payments and Swap Termination
Payments........................
SECTION 4.09.
[Reserved]..........................................................................
ARTICLE V
THE CERTIFICATES
SECTION 5.01.
The
Certificates....................................................................
SECTION 5.02.
Registration of Transfer and Exchange of
Certificates...............................
SECTION 5.03.
Mutilated, Destroyed, Lost or Stolen
Certificates...................................
SECTION 5.04.
Persons Deemed
Owners...............................................................
SECTION 5.05.
Appointment of Paying
Agent.........................................................
ARTICLE VI
THE MASTER SERVICER AND THE DEPOSITOR
SECTION 6.01.
Liability of the Master Servicer and the
Depositor..................................
SECTION 6.02.
Merger or
Consolidation of, or
Assumption of the
Obligations of, the
Master
Servicer or the
Depositor...........................................................
SECTION 6.03.
Limitation on Liability of the Master Servicer and
Others...........................
SECTION 6.04.
Master Servicer Not to
Resign.......................................................
SECTION 6.05.
Delegation of
Duties................................................................
SECTION 6.06.
[Reserved]..........................................................................
SECTION 6.07.
Inspection..........................................................................
ARTICLE VII
DEFAULT
SECTION 7.01.
Master Servicer Events of
Termination...............................................
SECTION 7.02.
Trustee to Act; Appointment of
Successor............................................
SECTION 7.03.
Waiver of
Defaults..................................................................
SECTION 7.04.
Notification to
Certificateholders..................................................
SECTION 7.05.
Survivability of Master Servicer
Liabilities........................................
ARTICLE VIII
THE TRUSTEE
SECTION 8.01.
Duties of
Trustee...................................................................
SECTION 8.02.
Certain Matters Affecting the
Trustee...............................................
SECTION 8.03.
Trustee Not Liable for Certificates or Mortgage
Loans...............................
SECTION 8.04.
Trustee May Own
Certificates........................................................
SECTION 8.05.
Trustee Fee and
Expenses............................................................
SECTION 8.06.
Eligibility Requirements for
Trustee................................................
SECTION 8.07.
Resignation or Removal of
Trustee...................................................
SECTION 8.08.
Successor
Trustee...................................................................
SECTION 8.09.
Merger or Consolidation of
Trustee..................................................
SECTION 8.10.
Appointment of Co-Trustee or Separate
Trustee.......................................
SECTION 8.11.
Limitation of
Liability.............................................................
SECTION 8.12.
Trustee May Enforce Claims Without Possession of
Certificates.......................
SECTION 8.13.
Suits for
Enforcement...............................................................
SECTION 8.14.
Waiver of Bond
Requirement..........................................................
SECTION 8.15.
Waiver of Inventory,
Accounting and Appraisal Requirement...........................
ARTICLE IX
REMIC ADMINISTRATION
SECTION 9.01.
REMIC
Administration................................................................
SECTION 9.02.
Prohibited Transactions and
Activities..............................................
SECTION 9.03.
Indemnification with Respect to Certain Taxes and Loss of REMIC
Status..............
ARTICLE X
TERMINATION
SECTION 10.01.
Termination.........................................................................
SECTION 10.02.
Additional Termination
Requirements.................................................
ARTICLE XI
MISCELLANEOUS PROVISIONS
SECTION 11.01.
Amendment...........................................................................
SECTION 11.02.
Recordation of Agreement;
Counterparts..............................................
SECTION 11.03.
Limitation on Rights of
Certificateholders..........................................
SECTION 11.04.
Governing Law;
Jurisdiction.........................................................
SECTION 11.05.
Notices.............................................................................
SECTION 11.06.
Severability of
Provisions..........................................................
SECTION 11.07.
Article and Section
References......................................................
SECTION 11.08.
Notice to the Rating Agencies and the NIMS
Insurer..................................
SECTION 11.09.
Further
Assurances..................................................................
SECTION 11.10.
Third Party
Rights..................................................................
SECTION 11.11.
Benefits of
Agreement...............................................................
SECTION 11.12.
Acts of
Certificateholders..........................................................
SECTION 11.13.
No
Petition.........................................................................
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBITS:
<S>
<C>
Exhibit A-1 Form
of Class A-1 Certificates
Exhibit A-2 Form
of Class A-2 Certificates
Exhibit A-3 Form
of Class A-3 Certificates
Exhibit A-4 Form
of Class A-4 Certificates
Exhibit A-5 Form
of Class M-1 Certificates
Exhibit A-6 Form
of Class M-2 Certificates
Exhibit A-7 Form
of Class M-3 Certificates
Exhibit A-8 Form
of Class M-4 Certificates
Exhibit A-9 Form
of Class M-5 Certificates
Exhibit A-10 Form of
Class M-6 Certificates
Exhibit A-11 Form of
Class M-7 Certificates
Exhibit A-12 Form of
Class M-8 Certificates
Exhibit A-13 Form of
Class M-9 Certificates
Exhibit A-14 Form of
Class M-10 Certificates
Exhibit A-15 Form of
Class M-11 Certificates
Exhibit A-16
[Reserved]
Exhibit A-17 Form of
Class C Certificates
Exhibit A-18 Form of
Class P Certificates
Exhibit A-19 Form of
Class R Certificates
Exhibit A-20 Form of
Class R-X Certificates
Exhibit B
[Reserved]
Exhibit C
Form of Mortgage Loan Purchase Agreement
Exhibit D
Mortgage Loan Schedule
Exhibit E
Request for Release
Exhibit F-1 Form
of Trustee's Initial Certification
Exhibit F-2 Form
of Trustee's Final Certification
Exhibit F-3 Form
of Receipt of Mortgage Note
Exhibit G
Loss Mitigation Procedures
Exhibit H
Form of Lost Note Affidavit
Exhibit I
Form of Interest Rate Swap Agreement
Exhibit J
Form of Investment Letter
Exhibit K
Form of Residual Certificates Transfer Affidavit
Exhibit L
Form of Transferor Certificate
Exhibit M
Form of ERISA Representation Letter
Exhibit N
Form of Swap Administration Agreement
Exhibit O
[Reserved]
Exhibit P
[Reserved]
Exhibit R-1 Form
of Certification to Be Provided by the Depositor with Form 10-K
Exhibit R-2 Form
of Certification to Be Provided to Depositor by the Trustee
Exhibit S
Annual Statement of Compliance pursuant to Section 3.20
Schedule I
Prepayment Charge Schedule
</TABLE>
<PAGE>
This Pooling and Servicing Agreement is dated as of [________]
(the
"Agreement"), among OPTION ONE MORTGAGE ACCEPTANCE CORPORATION, as
depositor
(the "Depositor"), OPTION ONE MORTGAGE CORPORATION, as master
servicer (the
"Master Servicer") and [___________________________________], as
trustee (the
"Trustee").
PRELIMINARY STATEMENT:
The Depositor intends to sell pass-through certificates
(collectively,
the "Certificates"), to be issued hereunder in multiple classes,
which in the
aggregate will evidence the entire beneficial ownership interest in
the Trust
Fund created hereunder. The Certificates will consist of twenty one
classes of
certificates, designated as (i) the Class A-1 Certificates, (ii)
the Class A-2
Certificates, (iii) the Class A-3 Certificates, (iv) the Class A-4
Certificates,
(v) the Class M-1 Certificates, (vi) the Class M-2 Certificates,
(vii) the Class
M-3 Certificates, (viii) the Class M-4 Certificates, (ix) the Class
M-5
Certificates, (x) the Class M-6 Certificates, (xi) the Class M-7
Certificates,
(xii) the Class M-8 Certificates, (xiii) the Class M-9
Certificates, (xiv) the
Class M-10 Certificates, (xv) the Class M-11 Certificates, (xvi)
the Class C
Certificates, (xvii) the Class P Certificates, (xviii) the Class R
Certificates
and (xix) the Class R-X Certificates.
REMIC 1
As provided herein, the Trustee will make an election to treat
the
segregated pool of assets consisting of the Group I Mortgage Loans,
the Group II
Mortgage Loans and certain other related assets subject to this
Agreement (but
exclusive of the Net WAC Rate Carryover Reserve Account, the Master
Servicer
Prepayment Charge Payment Amounts, the Swap Account and the
Interest Rate Swap
Agreement) as a real estate investment conduit (a "REMIC") for
federal income
tax purposes, and such segregated pool of assets will be designated
as "REMIC
1." The Class R-1 Interest will represent the sole class of
"residual interests"
in REMIC 1 for purposes of the REMIC Provisions under federal
income tax law.
The following table irrevocably sets forth the designation, the
Uncertificated
REMIC 1 Pass-Through Rate, the initial Uncertificated Principal
Balance, and for
purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii), the
"latest possible maturity date" for each of the REMIC 1 Regular
Interests. None
of the REMIC 1 Regular Interests will be certificated.
<PAGE>
REMIC 1I
Initial
Latest Possible
Designation Remittance Rate(2)
Uncertificated Balance Maturity Date(1)
----------- ------------------
---------------------- ----------------
I
Variable
[$_____________]
[__________, ____]
I-1-A
Variable
[$_____________]
[__________, ____]
I-1-B
Variable
[$_____________]
[__________, ____]
I-2-A
Variable
[$_____________]
[__________, ____]
I-2-B
Variable
[$_____________]
[__________, ____]
I-3-A
Variable
[$_____________]
[__________, ____]
I-3-B
Variable
[$_____________]
[__________, ____]
I-4-A
Variable
[$_____________]
[__________, ____]
I-4-B
Variable
[$_____________]
[__________, ____]
I-5-A
Variable
[$_____________]
[__________, ____]
I-5-B
Variable
[$_____________]
[__________, ____]
I-6-A
Variable
[$_____________]
[__________, ____]
I-6-B
Variable
[$_____________]
[__________, ____]
I-7-A
Variable
[$_____________]
[__________, ____]
I-7-B
Variable
[$_____________]
[__________, ____]
I-8-A
Variable
[$_____________]
[__________, ____]
I-8-B
Variable
[$_____________]
[__________, ____]
I-9-A
Variable
[$_____________]
[__________, ____]
I-9-B
Variable
[$_____________]
[__________, ____]
I-10-A
Variable
[$_____________]
[__________, ____]
I-10-B
Variable
[$_____________]
[__________, ____]
I-11-A
Variable
[$_____________]
[__________, ____]
I-11-B
Variable
[$_____________]
[__________, ____]
I-12-A
Variable
[$_____________]
[__________, ____]
I-12-B
Variable
[$_____________]
[__________, ____]
I-13-A
Variable
[$_____________]
[__________, ____]
I-13-B
Variable
[$_____________]
[__________, ____]
I-14-A
Variable
[$_____________]
[__________, ____]
I-14-B
Variable
[$_____________]
[__________, ____]
I-15-A
Variable
[$_____________]
[__________, ____]
I-15-B
Variable
[$_____________]
[__________, ____]
I-16-A
Variable
[$_____________]
[__________, ____]
I-16-B
Variable
[$_____________]
[__________, ____]
I-17-A
Variable
[$_____________]
[__________, ____]
I-17-B
Variable
[$_____________]
[__________, ____]
I-18-A
Variable
[$_____________]
[__________, ____]
I-18-B
Variable
[$_____________]
[__________, ____]
I-19-A
Variable
[$_____________]
[__________, ____]
I-19-B
Variable
[$_____________]
[__________, ____]
I-20-A
Variable
[$_____________]
[__________, ____]
I-20-B
Variable
[$_____________]
[__________, ____]
I-21-A
Variable
[$_____________]
[__________, ____]
I-21-B
Variable
[$_____________]
[__________, ____]
I-22-A
Variable
[$_____________]
[__________, ____]
I-22-B
Variable
[$_____________]
[__________, ____]
I-23-A
Variable
[$_____________]
[__________, ____]
I-23-B
Variable
[$_____________]
[__________, ____]
I-24-A
Variable
[$_____________]
[__________, ____]
I-24-B
Variable
[$_____________]
[__________, ____]
I-25-A
Variable
[$_____________]
[__________, ____]
I-25-B
Variable
[$_____________]
[__________, ____]
I-26-A
Variable
[$_____________]
[__________, ____]
I-26-B
Variable
[$_____________]
[__________, ____]
I-27-A
Variable
[$_____________]
[__________, ____]
I-27-B
Variable
[$_____________]
[__________, ____]
I-28-A
Variable
[$_____________]
[__________, ____]
I-28-B
Variable
[$_____________]
[__________, ____]
I-29-A
Variable
[$_____________]
[__________, ____]
I-29-B
Variable
[$_____________]
[__________, ____]
I-30-A
Variable
[$_____________]
[__________, ____]
I-30-B
Variable
[$_____________]
[__________, ____]
I-31-A
Variable
[$_____________]
[__________, ____]
I-31-B
Variable
[$_____________]
[__________, ____]
I-32-A
Variable
[$_____________]
[__________, ____]
I-32-B
Variable
[$_____________]
[__________, ____]
I-33-A
Variable
[$_____________]
[__________, ____]
I-33-B
Variable
[$_____________]
[__________, ____]
I-34-A
Variable
[$_____________]
[__________, ____]
I-34-B
Variable
[$_____________]
[__________, ____]
I-35-A
Variable
[$_____________]
[__________, ____]
I-35-B
Variable
[$_____________]
[__________, ____]
I-36-A
Variable
[$_____________]
[__________, ____]
I-36-B
Variable
[$_____________]
[__________, ____]
I-37-A
Variable
[$_____________]
[__________, ____]
I-37-B
Variable
[$_____________]
[__________, ____]
I-38-A
Variable
[$_____________]
[__________, ____]
I-38-B
Variable
[$_____________]
[__________, ____]
I-39-A
Variable
[$_____________]
[__________, ____]
I-39-B
Variable
[$_____________]
[__________, ____]
I-40-A
Variable
[$_____________]
[__________, ____]
I-40-B
Variable
[$_____________]
[__________, ____]
I-41-A
Variable
[$_____________]
[__________, ____]
I-41-B
Variable
[$_____________]
[__________, ____]
I-42-A
Variable
[$_____________]
[__________, ____]
I-42-B
Variable
[$_____________]
[__________, ____]
I-43-A
Variable
[$_____________]
[__________, ____]
I-43-B
Variable
[$_____________]
[__________, ____]
I-44-A
Variable
[$_____________]
[__________, ____]
I-44-B
Variable
[$_____________]
[__________, ____]
I-45-A
Variable
[$_____________]
[__________, ____]
I-45-B
Variable
[$_____________]
[__________, ____]
P
Variable
[$_____________]
[__________, ____]
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the third Distribution Date immediately following
the
maturity date for the Mortgage Loan with the latest maturity date
has
been designated as the "latest possible maturity date" for each
REMIC 1
Regular Interest.
(2) Calculated
in accordance with the definition of "REMIC 1 Remittance
Rate" herein.
<PAGE>
REMIC 2
As provided herein, the Trustee will make an election to treat
the
segregated pool of assets consisting of the REMIC 1 Regular
Interests as a REMIC
for federal income tax purposes, and such segregated pool of assets
will be
designated as "REMIC 2." The Class R-2 Interest will represent the
sole class of
"residual interests" in REMIC 2 for purposes of the REMIC
Provisions under
federal income tax law. The following table irrevocably sets forth
the
designation, the Uncertificated REMIC 2 Pass-Through Rate, the
initial
Uncertificated Principal Balance, and for purposes of satisfying
Treasury
regulation Section 1.860G-1(a)(4)(iii), the "latest possible
maturity date" for
each of the REMIC 2 Regular Interests. None of the REMIC 2 Regular
Interests
will be certificated.
Uncertificated REMIC 1
Initial Uncertificated Assumed Final
Designation
Pass-Through Rate(2) Principal
Balance Maturity
Date(1)
-----------
--------------------
-----------------
----------------
LTAA
Variable
[$_____________] [__________,
____]
LTA1
Variable
[$_____________] [__________,
____]
LTA2
Variable
[$_____________] [__________,
____]
LTA3
Variable
[$_____________] [__________,
____]
LTA4
Variable
[$_____________] [__________,
____]
LTM1
Variable
[$_____________] [__________,
____]
LTM2
Variable
[$_____________] [__________,
____]
LTM3
Variable
[$_____________] [__________,
____]
LTM4
Variable
[$_____________] [__________,
____]
LTM5
Variable
[$_____________] [__________,
____]
LTM6
Variable
[$_____________] [__________,
____]
LTM7
Variable
[$_____________] [__________,
____]
LTM8
Variable
[$_____________] [__________,
____]
LTM9
Variable
[$_____________] [__________,
____]
LTM10
Variable
[$_____________] [__________, ____]
LTM11
Variable
[$_____________] [__________,
____]
LTZZ
Variable
[$_____________] [__________,
____]
LTP
Variable
[$_____________] [__________,
____]
LTIO
Variable
(3)
[__________, ____]
-------------------
(1) For purposes of
Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
third Distribution Date following the maturity date for the
Mortgage
Loan
with the latest maturity date has been designated as the
"latest
possible maturity date" for each REMIC 2 Regular Interest.
(2) Calculated in
accordance with the definition of "Uncertificated REMIC 2
Pass-Through Rate" herein. (3) REMIC 2 Regular Interest LTIO will
not have
an
Uncertificated Principal Balance, but will accrue interest on
its
Uncertificated Notional Amount.
<PAGE>
REMIC 3
As provided herein, the Trustee shall make an election to treat
the
segregated pool of assets consisting of the REMIC 2 Regular
Interests as a REMIC
for federal income tax purposes, and such segregated pool of assets
will be
designated as "REMIC 3." The Class R-3 Interest represents the sole
class of
"residual interests" in REMIC 3 for purposes of the REMIC
Provisions.
The following table sets forth (or describes) the Class
designation,
Pass-Through Rate and Original Class Certificate Principal Balance
for each
Class of Certificates that represents one or more of the "regular
interests" in
REMIC 3 created hereunder:
<TABLE>
<CAPTION>
Original Class
Pass-Through
Certificate Principal Assumed Final
Class
Designation
Rate
Balance
Maturity Date(1)
---------------------------- ---------------------------
---------------------
------------------
<S>
<C>
<C>
<C>
Class A-1...................
Variable(2)
[$_____________] [__________, ____]
Class A-2...................
Variable(2)
[$_____________] [__________, ____]
Class A-3...................
Variable(2)
[$_____________] [__________, ____]
Class A-4...................
Variable(2)
[$_____________] [__________, ____]
Class M-1...................
Variable(2)
[$_____________] [__________, ____]
Class M-2...................
Variable(2)
[$_____________] [__________, ____]
Class M-3...................
Variable(2)
[$_____________] [__________, ____]
Class M-4...................
Variable(2)
[$_____________] [__________, ____]
Class M-5...................
Variable(2)
[$_____________] [__________, ____]
Class M-6...................
Variable(2)
[$_____________] [__________, ____]
Class M-7...................
Variable(2)
[$_____________] [__________, ____]
Class M-8...................
Variable(2)
[$_____________] [__________, ____]
Class M-9...................
Variable(2)
[$_____________] [__________, ____]
Class M-10..................
Variable(2)
[$_____________] [__________, ____]
Class M-11..................
Variable(2)
[$_____________] [__________, ____]
Class C Interest............
Variable((3))
[$_____________] [__________, ____]
Class P Interest............
N/A(4)
[$_____________] [__________, ____]
Class SWAP-IO Interest......
N/A(5)
N/A(5)
[__________, ____]
</TABLE>
------------------
(1) For purposes of
Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
third Distribution Date following the maturity date for the
Mortgage
Loan
with the latest maturity date has been designated as the
"latest
possible maturity date" for each Class of Certificates that
represents one
or
more of the "regular interests" in REMIC 3.
(2) Calculated in
accordance with the definition of "Pass-Through Rate" herein.
(3) The Class C
Interest will accrue interest at its variable Pass-Through Rate
on
the Notional Amount of the Class C Interest outstanding from time
to
time
which shall equal the aggregate of the Uncertificated Principal
Balances of the REMIC 2 Regular Interests (other than REMIC 2
Regular
Interest LTP). The Class C Interest will not accrue interest on its
Class
Certificate Principal Balance.
(4) The Class P
Interest will not accrue interest.
(5) The Class SWAP-IO
Interest will not have a Pass-Through Rate or a
Certificate Principal Balance, but will be entitled to [____]% of
amounts
distributed on REMIC 2 Regular Interest LTIO.
<PAGE>
REMIC 4
As provided herein, the Trustee shall make an election to treat
the
segregated pool of assets consisting of the Class C Interest as a
REMIC for
federal income tax purposes, and such segregated pool of assets
will be
designated as "REMIC 4." The Class R-4 Interest represents the sole
class of
"residual interests" in REMIC 4 for purposes of the REMIC
Provisions under
federal income tax law.
The following table sets forth (or describes) the Class
designation,
Pass-Through Rate and Original Class Certificate Principal Balance
for each
Class of Certificates that represents one or more of the "regular
interests" in
REMIC 4 created hereunder:
<TABLE>
<CAPTION>
Original Class
Pass-Through
Certificate Principal Assumed Final
Class
Designation
Rate
Balance
Maturity Date(1)
---------------------------- ---------------------------
---------------------
------------------
<S>
<C>
<C>
<C>
Class C ....................
Variable(2)
[$_____________] [__________, ____]
</TABLE>
------------------
(1) For purposes of
Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
third Distribution Date following the maturity date for the
Mortgage
Loan
with the latest maturity date has been designated as the
"latest
possible maturity date" for each Class of Certificates that
represents one
or
more of the "regular interests" in REMIC 4.
(2) The Class C
Certificates will receive [____]% of amounts received in
respect of the Class C Interest.
<PAGE>
REMIC 5
As provided herein, the Trustee shall make an election to treat
the
segregated pool of assets consisting of the Class P Interest as a
REMIC for
federal income tax purposes, and such segregated pool of assets
will be
designated as "REMIC 5." The Class R-5 Interest represents the sole
class of
"residual interests" in REMIC 5 for purposes of the REMIC
Provisions under
federal income tax law.
The following table sets forth (or describes) the Class
designation,
Pass-Through Rate and Original Class Certificate Principal Balance
for each
Class of Certificates that represents one or more of the "regular
interests" in
REMIC 5 created hereunder:
<TABLE>
<CAPTION>
Original Class
Pass-Through
Certificate Principal Assumed Final
Class
Designation
Rate
Balance Maturity
Date(1)
---------------------------- ---------------------------
---------------------
------------------
<S>
<C>
<C>
<C>
Class P ....................
Variable(2)
[$_____________] [__________, ____]
</TABLE>
------------------
(1) For purposes of
Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
third Distribution Date following the maturity date for the
Mortgage
Loan
with the latest maturity date has been designated as the
"latest
possible maturity date" for each Class of Certificates that
represents one
or
more of the "regular interests" in REMIC 5
(2) The Class P
Certificates will receive [____]% of amounts received in
respect of the Class P Interest
<PAGE>
REMIC 6
As provided herein, the Trustee shall make an election to treat
the
segregated pool of assets consisting of the Class SWAP-IO Interest
as a REMIC
for federal income tax purposes, and such segregated pool of assets
will be
designated as "REMIC 6." The Class R-6 Interest represents the sole
class of
"residual interests" in REMIC 6 for purposes of the REMIC
Provisions under
federal income tax law.
The following table sets forth (or describes) the Class
designation,
Pass-Through Rate and Original Class Certificate Principal Balance
for each
Class of Certificates that represents one or more of the "regular
interests" in
REMIC 6 created hereunder, which will be uncertificated:
<TABLE>
<CAPTION>
Original Class
Pass-Through
Certificate Principal Assumed Final
Class
Designation
Rate
Balance
Maturity Date(1)
---------------------------- ---------------------------
---------------------
------------------
<S>
<C>
<C>
<C>
SWAP-IO ....................
Variable(2)
[$_____________] [__________, ____]
</TABLE>
------------------
(1) For purposes of
Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
third Distribution Date following the maturity date for the
Mortgage
Loan
with the latest maturity date has been designated as the
"latest
possible maturity date" for REMIC 6 regular Interest SWAP-IO
(2) REMIC 6 Regular
Interest SWAP-IO will receive [____]% of amounts received
in
respect of the Class SWAP-IO Interest
<PAGE>
ARTICLE I
DEFINITIONS
SECTION 1.01. Defined Terms.
Whenever used in this Agreement or in the Preliminary Statement,
the
following words and phrases, unless the context otherwise requires,
shall have
the meanings specified in this Article. Unless otherwise specified,
all
calculations in respect of interest on the Class A Certificates and
the
Mezzanine Certificates shall be made on the basis of the actual
number of days
elapsed on the basis of a 360-day year and all calculations in
respect of
interest on the Class C Certificates and all other calculations of
interest
described herein shall be made on the basis of a 360-day year
consisting of
twelve 30-day months. The Class P Certificates and the Residual
Certificates are
not entitled to distributions in respect of interest and,
accordingly, will not
accrue interest.
"1933 Act": The Securities Act of 1933, as amended.
"Account": Either of the Collection Account or Distribution
Account.
"Accrual Period": With respect to the Class A Certificates and
the
Mezzanine Certificates and each Distribution Date, the period
commencing on the
preceding Distribution Date (or in the case of the first such
Accrual Period,
commencing on the Closing Date) and ending on the day preceding the
current
Distribution Date. With respect to the Class C Certificates and
each
Distribution Date, the calendar month prior to the month of such
Distribution
Date.
"Adjustable Rate Mortgage Loan": A first lien Mortgage Loan
which
provides at any period during the life of such loan for the
adjustment of the
Mortgage Rate payable in respect thereto. The Adjustable Rate
Mortgage Loans are
identified as such on the Mortgage Loan Schedule.
"Adjusted Net Maximum Mortgage Rate": With respect to any
Distribution
Date and any Mortgage Loan (or the related REO Property) in the
Trust Fund as of
the close of business on the last day of the preceding calendar
month, a per
annum rate of interest equal to the applicable Maximum Mortgage
Rate for such
Mortgage Loan (or the Mortgage Rate in the case of any Fixed Rate
Mortgage Loan)
as of the first day of the month preceding the month in which the
Distribution
Date occurs minus the sum of (i) the Trustee Fee Rate and (ii) the
Servicing Fee
Rate.
"Adjusted Net Mortgage Rate": With respect to any Distribution Date
and
any Mortgage Loan (or the related REO Property) in the Trust Fund
as of the
close of business on the last day of the preceding prepayment
period, a per
annum rate of interest equal to the applicable Mortgage Rate for
such Mortgage
Loan as of the first day of the month preceding the month in which
the related
Distribution Date occurs minus the sum of (i) the Trustee Fee Rate
and (ii) the
Servicing Fee Rate.
"Adjustment Date": With respect to each Adjustable Rate Mortgage
Loan,
each adjustment date, on which the Mortgage Rate of such Mortgage
Loan changes
pursuant to the related Mortgage Note. The first Adjustment Date
following the
Cut-off Date as to each Adjustable Rate Mortgage Loan is set forth
in the
Mortgage Loan Schedule.
"Advance": As to any Mortgage Loan or REO Property, any advance
made by
the Master Servicer in respect of any Distribution Date pursuant to
Section
4.04.
"Advancing Facility": As defined in Section 3.29 hereof.
"Advancing Person": As defined in Section 3.29 hereof.
"Adverse REMIC Event": As defined in Section 9.01(f) hereof.
"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.
"Agreement": This Pooling and Servicing Agreement and all
amendments
hereof and supplements hereto.
"Allocated Realized Loss Amount": With respect to any Distribution
Date
and the Mezzanine Certificates, the sum of (i) any Realized Losses
allocated to
such Class of Certificates on such Distribution Date and (ii) the
amount of any
Allocated Realized Loss Amount for such Class of Certificates
remaining unpaid
from the previous Distribution Date as reduced by an amount equal
to the
increase in the related Certificate Principal Balance due to the
receipt of
Subsequent Recoveries.
"Assignment": An assignment of Mortgage, notice of transfer or
equivalent instrument, in recordable form (excepting therefrom, if
applicable,
the mortgage recordation information which has not been required
pursuant to
Section 2.01 hereof or returned by the applicable recorder's office
and if the
assignment has been delivered in blank, the name of the Assignee),
which is
sufficient under the laws of the jurisdiction wherein the related
Mortgaged
Property is located to reflect or record the sale of the
Mortgage.
"Assumed Final Maturity Date": As to each Class of Certificates,
the
date set forth as such in the Preliminary Statement.
"Available Funds": With respect to any Distribution Date, an
amount
equal to the excess of (i) the sum of (a) the aggregate of the
related Monthly
Payments received on or prior to the related Determination Date,
including any
Subsequent Recoveries, (b) Liquidation Proceeds, Insurance
Proceeds, Principal
Prepayments and other unscheduled recoveries of principal and
interest in
respect of the Mortgage Loans received during the related
Prepayment Period, (c)
the aggregate of any amounts received in respect of a related REO
Property
withdrawn from any REO Account and deposited in the Collection
Account for such
Distribution Date, (d) the aggregate of any amounts deposited in
the Collection
Account by the Master Servicer in respect of related Prepayment
Interest
Shortfalls for such Distribution Date, (e) the aggregate of any
Advances made by
the Master Servicer for such Distribution Date, (f) the aggregate
of any related
advances made by the Trustee for such Distribution Date pursuant to
Section
7.02, (g) [reserved] (h) [reserved], (i) [reserved] and (j) the
amount of any
Prepayment Charges collected by the Master Servicer in connection
with the full
or partial prepayment of any of the Mortgage Loans and any Master
Servicer
Prepayment Charge Payment Amount over (ii) the sum of (a) amounts
reimbursable
or payable to the Master Servicer pursuant to Section 3.11(a) or
the Trustee
pursuant to Section 3.11(b), (b) amounts deposited in the
Collection Account or
the Distribution Account pursuant to clauses (a) through (j) above,
as the case
may be, in error, (c) the amount of any Prepayment Charges
collected by the
Master Servicer in connection with the full or partial prepayment
of any of the
Mortgage Loans and any Master Servicer Prepayment Charge Payment
Amount, (d) the
Trustee Fee payable from the Distribution Account pursuant to
Section 8.05, (e)
any Net Swap Payment or Swap Termination Payment owed to the Swap
Provider but
excluding any Swap Termination Payment owed to the Swap Provider
resulting from
a Swap Provider Trigger Event (after taking into account any
upfront payment
received from the counterparty to a replacement swap agreement) and
(f) any
indemnification payments or expense reimbursements made by the
Trust Fund
pursuant to Section 8.05.
"Bankruptcy Code": The Bankruptcy Reform Act of 1978 (Title 11 of
the
United States Code), as amended.
"Book-Entry Certificates": Any of the Certificates that shall
be
registered in the name of the Depository or its nominee, the
ownership of which
is reflected on the books of the Depository or on the books of a
Person
maintaining an account with the Depository (directly, as a
"Depository
Participant", or indirectly, as an indirect participant in
accordance with the
rules of the Depository and as described in Section 5.02 hereof).
On the Closing
Date, the Class A Certificates and the Mezzanine Certificates shall
be
Book-Entry Certificates.
"Business Day": Any day other than a Saturday, a Sunday or a day
on
which banking or savings institutions in the State of Delaware, the
State of New
York, the State of Maryland, the State of California, the
Commonwealth of
Pennsylvania, the State of Florida, the State of Minnesota or any
city in which
the Corporate Trust Office of the Trustee is located are authorized
or obligated
by law or executive order to be closed.
"Certificate": Any Regular Certificate or Residual Certificate.
"Certificateholder": The Person in whose name a Certificate is
registered in the Certificate Register, except that a Disqualified
Organization
or non-U.S. Person shall not be a Holder of a Residual Certificate
for any
purpose hereof and, solely for the purposes of giving any consent
pursuant to
this Agreement, any Certificate registered in the name of the
Depositor or the
Master Servicer or any Affiliate thereof shall be deemed not to be
outstanding
and the Voting Rights to which it is entitled shall not be taken
into account in
determining whether the requisite percentage of Voting Rights
necessary to
effect any such consent has been obtained, except as otherwise
provided in
Section 11.01. The Trustee and the NIMS Insurer may conclusively
rely upon a
certificate of the Depositor or the Master Servicer in determining
whether a
Certificate is held by an Affiliate thereof. All references herein
to
"Certificateholders" shall reflect the rights of Certificate Owners
as they may
indirectly exercise such rights through the Depository and
participating members
thereof, except as otherwise specified herein; provided, however,
that the
Trustee and the NIMS Insurer shall be required to recognize as
a
"Certificateholder" only the Person in whose name a Certificate is
registered in
the Certificate Register.
"Certificate Margin": With respect to each Class of
Adjustable-Rate
Certificates and for purposes of the Marker Rate and the Maximum
LTZZ
Uncertificated Interest Deferral Amount, the specified REMIC 2
Regular Interest,
as follows:
<PAGE>
REMIC 2 Regular
Certificate Margin
Class
Interest
(1) (%)
(2) (%)
A-1
LTA1
[____]%
[____]%
A-2
LTA2
[____]%
[____]%
A-3
LTA3
[____]%
[____]%
A-4
LTA4
[____]%
[____]%
M-1
LTM1
[____]%
[____]%
M-2
LTM2
[____]%
[____]%
M-3
LTM3
[____]%
[____]%
M-4
LTM4
[____]%
[____]%
M-5
LTM5
[____]%
[____]%
M-6
LTM6
[____]%
[____]%
M-7
LTM7
[____]%
[____]%
M-8
LTM8
[____]%
[____]%
M-9
LTM9
[____]%
[____]%
M-10
LTM10
[____]%
[____]%
M-11
LTM11
[____]%
[____]%
----------
(1) For the
Accrual Period for each Distribution Date on or prior to the
Optional Termination Date.
(2) For each
other Accrual Period.
"Certificate Owner": With respect to each Book-Entry Certificate,
any
beneficial owner thereof.
"Certificate Principal Balance": With respect to any Class of
Regular
Certificates (other than the Class C Certificates) immediately
prior to any
Distribution Date, will be equal to the Initial Certificate
Principal Balance
thereof (A) increased, in the case of a Mezzanine Certificate by
the amount of
any Subsequent Recoveries added to the Certificate Principal
Balance of such
Class pursuant to Section 4.01, (B) reduced by the sum of all
amounts actually
distributed in respect of principal of such Class and (C) further
reduced, in
the case of a Mezzanine Certificate by Realized Losses allocated
thereto on all
prior Distribution Dates. With respect to the Class C Certificates
as of any
date of determination, an amount equal to the excess, if any, of
(A) the then
aggregate Uncertificated Principal Balance of the REMIC 2 Regular
Interests over
(B) the then aggregate Certificate Principal Balances of the Class
A
Certificates, the Mezzanine Certificates and the Class P
Certificates then
outstanding.
"Certificate Register" and "Certificate Registrar": The
register
maintained and registrar appointed pursuant to Section 5.02
hereof.
"Class": Collectively, Certificates which have the same priority
of
payment and bear the same class designation and the form of which
is identical
except for variation in the Percentage Interest evidenced
thereby.
"Class A Certificateholder": Any Holder of a Class A
Certificate.
"Class A Certificates": Any Class A-1 Certificate, Class A-2
Certificate, Class A-3 Certificate or Class A-4 Certificate.
"Class A Principal Distribution Amount": With respect to any
Distribution Date, the sum of (i) the Group I Principal
Distribution Amount and
(ii) the Group II Principal Distribution Amount.
"Class A-1 Certificate": Any one of the Class A-1 Certificates
executed
by the Trustee, and authenticated and delivered by the Certificate
Registrar,
substantially in the form annexed hereto as Exhibit A-1,
representing (i) a
Regular Interest in REMIC 3, (ii) the right to receive the Net WAC
Rate
Carryover Amount and (iii) the obligation to pay the Class IO
Distribution
Amount.
"Class A-2 Certificate": Any one of the Class A-2 Certificates
executed
by the Trustee, and authenticated and delivered by the Certificate
Registrar,
substantially in the form annexed hereto as Exhibit A-2,
representing (i) a
Regular Interest in REMIC 3, (ii) the right to receive the Net WAC
Rate
Carryover Amount and (iii) the obligation to pay the Class IO
Distribution
Amount.
"Class A-3 Certificate": Any one of the Class A-3 Certificates
executed
by the Trustee, and authenticated and delivered by the Certificate
Registrar,
substantially in the form annexed hereto as Exhibit A-3,
representing (i) a
Regular Interest in REMIC 3, (ii) the right to receive the Net WAC
Rate
Carryover Amount and (iii) the obligation to pay the Class IO
Distribution
Amount.
"Class A-4 Certificate": Any one of the Class A-4 Certificates
executed
by the Trustee, and authenticated and delivered by the Certificate
Registrar,
substantially in the form annexed hereto as Exhibit A-4,
representing (i) a
Regular Interest in REMIC 3, (ii) the right to receive the Net WAC
Rate
Carryover Amount and (iii) the obligation to pay the Class IO
Distribution
Amount.
"Class C Certificate": Any one of the Class C Certificates executed
by
the Trustee, and authenticated and delivered by the Certificate
Registrar,
substantially in the form annexed hereto as Exhibit A-17,
representing (i) a
Regular Interest in REMIC 4, (ii) the obligation to pay Net WAC
Rate Carryover
Amounts and Swap Termination Payments and (iii) the right to
receive the Class
IO Distribution Amount.
"Class C Interest": An uncertificated interest in the Trust held by
the
Trustee on behalf of the Holders of the Class C Certificates,
evidencing a
Regular Interest in REMIC 3 for purposes of the REMIC
Provisions.
"Class IO Distribution Amount": As defined in Section 4.05 hereof.
For
purposes of clarity, the Class IO Distribution Amount for any
Distribution Date
shall equal the amount payable to the Swap Administrator on such
Distribution
Date in excess of the amount payable on the Class Swap-IO Interest
on such
Distribution Date, all as further provided in Section 4.05
hereof.
"Class Swap-IO Interest": An uncertificated interest in the Trust
Fund
evidencing a Regular Interest in REMIC 3.
"Class M-1 Certificate": Any one of the Class M-1 Certificates
executed
by the Trustee, and authenticated and delivered by the Certificate
Registrar,
substantially in the form annexed hereto as Exhibit A-5,
representing (i) a
Regular Interest in REMIC 3, (ii) the right to receive the Net WAC
Rate
Carryover Amount and (iii) the obligation to pay the Class IO
Distribution
Amount.
"Class M-1 Principal Distribution Amount": An amount, not less
than
zero, equal to the excess of (x) the sum of (i) the aggregate
Certificate
Principal Balance of the Class A Certificates (after taking into
account the
payment of the Class A Principal Distribution Amount on such
Distribution Date)
and (ii) the Certificate Principal Balance of the Class M-1
Certificates
immediately prior to such Distribution Date over (y) the lesser of
(A) the
product of (i) [____]% and (ii) the aggregate Stated Principal
Balance of the
Mortgage Loans as of the last day of the related Due Period (after
giving effect
to scheduled payments of principal due during the related Due
Period, to the
extent received or advanced, and unscheduled collections of
principal received
during the related Prepayment Period) and (B) the positive
difference, if any,
of the aggregate Stated Principal Balance of the Mortgage Loans as
of the last
day of the related Due Period (after giving effect to scheduled
payments of
principal due during the related Due Period, to the extent received
or advanced,
and unscheduled collections of principal received during the
related Prepayment
Period) minus the Overcollateralization Floor.
"Class M-2 Certificate": Any one of the Class M-2 Certificates
executed
by the Trustee, and authenticated and delivered by the Certificate
Registrar,
substantially in the form annexed hereto as Exhibit A-6,
representing (i) a
Regular Interest in REMIC 3, (ii) the right to receive the Net WAC
Rate
Carryover Amount and (iii) the obligation to pay the Class IO
Distribution
Amount.
"Class M-2 Principal Distribution Amount": An amount, not less
than
zero, equal to the excess of (x) the sum of (i) the aggregate
Certificate
Principal Balance of the Class A Certificates (after taking into
account the
payment of the Class A Principal Distribution Amount on such
Distribution Date),
(ii) the Certificate Principal Balance of the Class M-1
Certificates (after
taking into account the payment of the Class M-1 Principal
Distribution Amount
on such Distribution Date) and (iii) the Certificate Principal
Balance of the
Class M-2 Certificates immediately prior to such Distribution Date
over (y) the
lesser of (A) the product of (i) [____]% and (ii) the aggregate
Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due
Period
(after giving effect to scheduled payments of principal due during
the related
Due Period, to the extent received or advanced, and unscheduled
collections of
principal received during the related Prepayment Period) and (B)
the positive
difference, if any, of the aggregate Stated Principal Balance of
the Mortgage
Loans as of the last day of the related Due Period (after giving
effect to
scheduled payments of principal due during the related Due Period,
to the extent
received or advanced, and unscheduled collections of principal
received during
the related Prepayment Period) minus the Overcollateralization
Floor.
"Class M-3 Certificate": Any one of the Class M-3 Certificates
executed
by the Trustee, and authenticated and delivered by the Certificate
Registrar,
substantially in the form annexed hereto as Exhibit A-7,
representing (i) a
Regular Interest in REMIC 3, (ii) the right to receive the Net WAC
Rate
Carryover Amount and (iii) the obligation to pay the Class IO
Distribution
Amount.
"Class M-3 Principal Distribution Amount": An amount, not less
than
zero, equal to the excess of (x) the sum of (i) the aggregate
Certificate
Principal Balance of the Class A Certificates (after taking into
account the
payment of the Class A Principal Distribution Amount on such
Distribution Date),
(ii) the Certificate Principal Balance of the Class M-1
Certificates (after
taking into account the payment of the Class M-1 Principal
Distribution Amount
on such Distribution Date), (iii) the Certificate Principal Balance
of the Class
M-2 Certificates (after taking into account the payment of the
Class M-2
Principal Distribution Amount on such Distribution Date) and (iv)
the
Certificate Principal Balance of the Class M-3 Certificates
immediately prior to
such Distribution Date over (y) the lesser of (A) the product of
(i) [____]% and
(ii) the aggregate Stated Principal Balance of the Mortgage Loans
as of the last
day of the related Due Period (after giving effect to scheduled
payments of
principal due during the related Due Period, to the extent received
or advanced,
and unscheduled collections of principal received during the
related Prepayment
Period) and (B) the positive difference, if any, of the aggregate
Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due
Period (after giving effect to scheduled payments of principal due
during the
related Due Period, to the extent received or advanced, and
unscheduled
collections of principal received during the related Prepayment
Period) minus
the Overcollateralization Floor.
"Class M-4 Certificate": Any one of the Class M-4 Certificates
executed
by the Trustee, and authenticated and delivered by the Certificate
Registrar,
substantially in the form annexed hereto as Exhibit A-8,
representing (i) a
Regular Interest in REMIC 3, (ii) the right to receive the Net WAC
Rate
Carryover Amount and (iii) the obligation to pay the Class IO
Distribution
Amount.
"Class M-4 Principal Distribution Amount": An amount, not less
than
zero, equal to the excess of (x) the sum of (i) the aggregate
Certificate
Principal Balance of the Class A Certificates (after taking into
account the
payment of the Class A Principal Distribution Amount on such
Distribution Date),
(ii) the Certificate Principal Balance of the Class M-1
Certificates (after
taking into account the payment of the Class M-1 Principal
Distribution Amount
on such Distribution Date), (iii) the Certificate Principal Balance
of the Class
M-2 Certificates (after taking into account the payment of the
Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the
Certificate
Principal Balance of the Class M-3 Certificates (after taking into
account the
payment of the Class M-3 Principal Distribution Amount on such
Distribution
Date) and (v) the Certificate Principal Balance of the Class M-4
Certificates
immediately prior to such Distribution Date over (y) the lesser of
(A) the
product of (i) [____]% and (ii) the aggregate Stated Principal
Balance of the
Mortgage Loans as of the last day of the related Due Period (after
giving effect
to scheduled payments of principal due during the related Due
Period, to the
extent received or advanced, and unscheduled collections of
principal received
during the related Prepayment Period) and (B) the positive
difference, if any,
of the aggregate Stated Principal Balance of the Mortgage Loans as
of the last
day of the related Due Period (after giving effect to scheduled
payments of
principal due during the related Due Period, to the extent received
or advanced,
and unscheduled collections of principal received during the
related Prepayment
Period) minus the Overcollateralization Floor.
"Class M-5 Certificate": Any one of the Class M-5 Certificates
executed
by the Trustee, and authenticated and delivered by the Certificate
Registrar,
substantially in the form annexed hereto as Exhibit A-9,
representing (i) a
Regular Interest in REMIC 3, (ii) the right to receive the Net WAC
Rate
Carryover Amount and (iii) the obligation to pay the Class IO
Distribution
Amount.
"Class M-5 Principal Distribution Amount": An amount, not less
than
zero, equal to the excess of (x) the sum of (i) the aggregate
Certificate
Principal Balance of the Class A Certificates (after taking into
account the
payment of the Class A Principal Distribution Amount on such
Distribution Date),
(ii) the Certificate Principal Balance of the Class M-1
Certificates (after
taking into account the payment of the Class M-1 Principal
Distribution Amount
on such Distribution Date), (iii) the Certificate Principal Balance
of the Class
M-2 Certificates (after taking into account the payment of the
Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the
Certificate
Principal Balance of the Class M-3 Certificates (after taking into
account the
payment of the Class M-3 Principal Distribution Amount on such
Distribution
Date), (v) the Certificate Principal Balance of the Class M-4
Certificates
(after taking into account the payment of the Class M-4 Principal
Distribution
Amount on such Distribution Date) and (vi) the Certificate
Principal Balance of
the Class M-5 Certificates immediately prior to such Distribution
Date over (y)
the lesser of (A) the product of (i) [____]% and (ii) the aggregate
Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due
Period (after giving effect to scheduled payments of principal due
during the
related Due Period, to the extent received or advanced, and
unscheduled
collections of principal received during the related Prepayment
Period) and (B)
the positive difference, if any, of the aggregate Stated Principal
Balance of
the Mortgage Loans as of the last day of the related Due Period
(after giving
effect to scheduled payments of principal due during the related
Due Period, to
the extent received or advanced, and unscheduled collections of
principal
received during the related Prepayment Period) minus the
Overcollateralization
Floor.
"Class M-6 Certificate": Any one of the Class M-6 Certificates
executed
by the Trustee, and authenticated and delivered by the Certificate
Registrar,
substantially in the form annexed hereto as Exhibit A-10,
representing (i) a
Regular Interest in REMIC 3, (ii) the right to receive the Net WAC
Rate
Carryover Amount and (iii) the obligation to pay the Class IO
Distribution
Amount.
"Class M-6 Principal Distribution Amount": An amount, not less
than
zero, equal to the excess of (x) the sum of (i) the aggregate
Certificate
Principal Balance of the Class A Certificates (after taking into
account the
payment of the Class A Principal Distribution Amount on such
Distribution Date),
(ii) the Certificate Principal Balance of the Class M-1
Certificates (after
taking into account the payment of the Class M-1 Principal
Distribution Amount
on such Distribution Date), (iii) the Certificate Principal Balance
of the Class
M-2 Certificates (after taking into account the payment of the
Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the
Certificate
Principal Balance of the Class M-3 Certificates (after taking into
account the
payment of the Class M-3 Principal Distribution Amount on such
Distribution
Date), (v) the Certificate Principal Balance of the Class M-4
Certificates
(after taking into account the payment of the Class M-4 Principal
Distribution
Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the
Class M-5 Certificates (after taking into account the payment of
the Class M-5
Principal Distribution Amount on such Distribution Date) and (vii)
the
Certificate Principal Balance of the Class M-6 Certificates
immediately prior to
such Distribution Date over (y) the lesser of (A) the product of
(i) [____]% and
(ii) the aggregate Stated Principal Balance of the Mortgage Loans
as of the last
day of the related Due Period (after giving effect to scheduled
payments of
principal due during the related Due Period, to the extent received
or advanced,
and unscheduled collections of principal received during the
related Prepayment
Period) and (B) the positive difference, if any, of the aggregate
Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due
Period (after giving effect to scheduled payments of principal due
during the
related Due Period, to the extent received or advanced, and
unscheduled
collections of principal received during the related Prepayment
Period) minus
the Overcollateralization Floor.
"Class M-7 Certificate": Any one of the Class M-7 Certificates
executed
by the Trustee, and authenticated and delivered by the Certificate
Registrar,
substantially in the form annexed hereto as Exhibit A-11,
representing (i) a
Regular Interest in REMIC 3, (ii) the right to receive the Net WAC
Rate
Carryover Amount and (iii) the obligation to pay the Class IO
Distribution
Amount.
"Class M-7 Principal Distribution Amount": An amount, not less
than
zero, equal to the excess of (x) the sum of (i) the aggregate
Certificate
Principal Balance of the Class A Certificates (after taking into
account the
payment of the Class A Principal Distribution Amount on such
Distribution Date),
(ii) the Certificate Principal Balance of the Class M-1
Certificates (after
taking into account the payment of the Class M-1 Principal
Distribution Amount
on such Distribution Date), (iii) the Certificate Principal Balance
of the Class
M-2 Certificates (after taking into account the payment of the
Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the
Certificate
Principal Balance of the Class M-3 Certificates (after taking into
account the
payment of the Class M-3 Principal Distribution Amount on such
Distribution
Date), (v) the Certificate Principal Balance of the Class M-4
Certificates
(after taking into account the payment of the Class M-4 Principal
Distribution
Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the
Class M-5 Certificates (after taking into account the payment of
the Class M-5
Principal Distribution Amount on such Distribution Date), (vii) the
Certificate
Principal Balance of the Class M-6 Certificates (after taking into
account the
payment of the Class M-6 Principal Distribution Amount on such
Distribution
Date) and (viii) the Certificate Principal Balance of the Class M-7
Certificates
immediately prior to such Distribution Date over (y) the lesser of
(A) the
product of (i) [____]% and (ii) the aggregate Stated Principal
Balance of the
Mortgage Loans as of the last day of the related Due Period (after
giving effect
to scheduled payments of principal due during the related Due
Period, to the
extent received or advanced, and unscheduled collections of
principal received
during the related Prepayment Period) and (B) the positive
difference, if any,
of the aggregate Stated Principal Balance of the Mortgage Loans as
of the last
day of the related Due Period (after giving effect to scheduled
payments of
principal due during the related Due Period, to the extent received
or advanced,
and unscheduled collections of principal received during the
related Prepayment
Period) minus the Overcollateralization Floor.
"Class M-8 Certificate": Any one of the Class M-8 Certificates
executed
by the Trustee, and authenticated and delivered by the Certificate
Registrar,
substantially in the form annexed hereto as Exhibit A-12,
representing (i) a
Regular Interest in REMIC 3, (ii) the right to receive the Net WAC
Rate
Carryover Amount and (iii) the obligation to pay the Class IO
Distribution
Amount.
"Class M-8 Principal Distribution Amount": An amount, not less
than
zero, equal to the excess of (x) the sum of (i) the aggregate
Certificate
Principal Balance of the Class A Certificates (after taking into
account the
payment of the Class A Principal Distribution Amount on such
Distribution Date),
(ii) the Certificate Principal Balance of the Class M-1
Certificates (after
taking into account the payment of the Class M-1 Principal
Distribution Amount
on such Distribution Date), (iii) the Certificate Principal Balance
of the Class
M-2 Certificates (after taking into account the payment of the
Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the
Certificate
Principal Balance of the Class M-3 Certificates (after taking into
account the
payment of the Class M-3 Principal Distribution Amount on such
Distribution
Date), (v) the Certificate Principal Balance of the Class M-4
Certificates
(after taking into account the payment of the Class M-4 Principal
Distribution
Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the
Class M-5 Certificates (after taking into account the payment of
the Class M-5
Principal Distribution Amount on such Distribution Date), (vii) the
Certificate
Principal Balance of the Class M-6 Certificates (after taking into
account the
payment of the Class M-6 Principal Distribution Amount on such
Distribution
Date), (viii) the Certificate Principal Balance of the Class M-7
Certificates
(after taking into account the payment of the Class M-7 Principal
Distribution
Amount on such Distribution Date) and (ix) the Certificate
Principal Balance of
the Class M-8 Certificates immediately prior to such Distribution
Date over (y)
the lesser of (A) the product of (i) [____]% and (ii) the aggregate
Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due
Period (after giving effect to scheduled payments of principal due
during the
related Due Period, to the extent received or advanced, and
unscheduled
collections of principal received during the related Prepayment
Period) and (B)
the positive difference, if any, of the aggregate Stated Principal
Balance of
the Mortgage Loans as of the last day of the related Due Period
(after giving
effect to scheduled payments of principal due during the related
Due Period, to
the extent received or advanced, and unscheduled collections of
principal
received during the related Prepayment Period) minus the
Overcollateralization
Floor.
"Class M-9 Certificate": Any one of the Class M-9 Certificates
executed
by the Trustee, and authenticated and delivered by the Certificate
Registrar,
substantially in the form annexed hereto as Exhibit A-13,
representing (i) a
Regular Interest in REMIC 3, (ii) the right to receive the Net WAC
Rate
Carryover Amount and (iii) the obligation to pay the Class IO
Distribution
Amount.
"Class M-9 Principal Distribution Amount": An amount, not less
than
zero, equal to the excess of (x) the sum of (i) the aggregate
Certificate
Principal Balance of the Class A Certificates (after taking into
account the
payment of the Class A Principal Distribution Amount on such
Distribution Date),
(ii) the Certificate Principal Balance of the Class M-1
Certificates (after
taking into account the payment of the Class M-1 Principal
Distribution Amount
on such Distribution Date), (iii) the Certificate Principal Balance
of the Class
M-2 Certificates (after taking into account the payment of the
Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the
Certificate
Principal Balance of the Class M-3 Certificates (after taking into
account the
payment of the Class M-3 Principal Distribution Amount on such
Distribution
Date), (v) the Certificate Principal Balance of the Class M-4
Certificates
(after taking into account the payment of the Class M-4 Principal
Distribution
Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the
Class M-5 Certificates (after taking into account the payment of
the Class M-5
Principal Distribution Amount on such Distribution Date), (vii) the
Certificate
Principal Balance of the Class M-6 Certificates (after taking into
account the
payment of the Class M-6 Principal Distribution Amount on such
Distribution
Date), (viii) the Certificate Principal Balance of the Class M-7
Certificates
(after taking into account the payment of the Class M-7 Principal
Distribution
Amount on such Distribution Date), (ix) the Certificate Principal
Balance of the
Class M-8 Certificates (after taking into account the payment of
the Class M-8
Principal Distribution Amount on such Distribution Date) and (x)
the Certificate
Principal Balance of the Class M-9 Certificates immediately prior
to such
Distribution Date over (y) the lesser of (A) the product of (i)
[____]% and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of
the last day
of the related Due Period (after giving effect to scheduled
payments of
principal due during the related Due Period, to the extent received
or advanced,
and unscheduled collections of principal received during the
related Prepayment
Period) and (B) the positive difference, if any, of the aggregate
Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due
Period (after giving effect to scheduled payments of principal due
during the
related Due Period, to the extent received or advanced, and
unscheduled
collections of principal received during the related Prepayment
Period) minus
the Overcollateralization Floor.
"Class M-10 Certificate": Any one of the Class M-10
Certificates
executed by the Trustee, and authenticated and delivered by the
Certificate
Registrar, substantially in the form annexed hereto as Exhibit
A-14,
representing (i) a Regular Interest in REMIC 3, (ii) the right to
receive the
Net WAC Rate Carryover Amount and (iii) the obligation to pay the
Class IO
Distribution Amount.
"Class M-10 Principal Distribution Amount": An amount, not less
than
zero, equal to the excess of (x) the sum of (i) the aggregate
Certificate
Principal Balance of the Class A Certificates (after taking into
account the
payment of the Class A Principal Distribution Amount on such
Distribution Date),
(ii) the Certificate Principal Balance of the Class M-1
Certificates (after
taking into account the payment of the Class M-1 Principal
Distribution Amount
on such Distribution Date), (iii) the Certificate Principal Balance
of the Class
M-2 Certificates (after taking into account the payment of the
Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the
Certificate
Principal Balance of the Class M-3 Certificates (after taking into
account the
payment of the Class M-3 Principal Distribution Amount on such
Distribution
Date), (v) the Certificate Principal Balance of the Class M-4
Certificates
(after taking into account the payment of the Class M-4 Principal
Distribution
Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the
Class M-5 Certificates (after taking into account the payment of
the Class M-5
Principal Distribution Amount on such Distribution Date), (vii) the
Certificate
Principal Balance of the Class M-6 Certificates (after taking into
account the
payment of the Class M-6 Principal Distribution Amount on such
Distribution
Date), (viii) the Certificate Principal Balance of the Class M-7
Certificates
(after taking into account the payment of the Class M-7 Principal
Distribution
Amount on such Distribution Date), (ix) the Certificate Principal
Balance of the
Class M-8 Certificates (after taking into account the payment of
the Class M-8
Principal Distribution Amount on such Distribution Date), (x) the
Certificate
Principal Balance of the Class M-9 Certificates (after taking into
account the
payment of the Class M-9 Principal Distribution Amount on such
Distribution
Date) and (xi) the Certificate Principal Balance of the Class M-10
Certificates
immediately prior to such Distribution Date over (y) the lesser of
(A) the
product of (i) [____]% and (ii) the aggregate Stated Principal
Balance of the
Mortgage Loans as of the last day of the related Due Period (after
giving effect
to scheduled payments of principal due during the related Due
Period, to the
extent received or advanced, and unscheduled collections of
principal received
during the related Prepayment Period) and (B) the positive
difference, if any,
of the aggregate Stated Principal Balance of the Mortgage Loans as
of the last
day of the related Due Period (after giving effect to scheduled
payments of
principal due during the related Due Period, to the extent received
or advanced,
and unscheduled collections of principal received during the
related Prepayment
Period) minus the Overcollateralization Floor.
"Class M-11 Certificate": Any one of the Class M-11
Certificates
executed by the Trustee, and authenticated and delivered by the
Certificate
Registrar, substantially in the form annexed hereto as Exhibit
A-15,
representing (i) a Regular Interest in REMIC 3, (ii) the right to
receive the
Net WAC Rate Carryover Amount and (iii) the obligation to pay the
Class IO
Distribution Amount.
"Class M-11 Principal Distribution Amount": An amount, not less
than
zero, equal to the excess of (x) the sum of (i) the aggregate
Certificate
Principal Balance of the Class A Certificates (after taking into
account the
payment of the Class A Principal Distribution Amount on such
Distribution Date),
(ii) the Certificate Principal Balance of the Class M-1
Certificates (after
taking into account the payment of the Class M-1 Principal
Distribution Amount
on such Distribution Date), (iii) the Certificate Principal Balance
of the Class
M-2 Certificates (after taking into account the payment of the
Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the
Certificate
Principal Balance of the Class M-3 Certificates (after taking into
account the
payment of the Class M-3 Principal Distribution Amount on such
Distribution
Date), (v) the Certificate Principal Balance of the Class M-4
Certificates
(after taking into account the payment of the Class M-4 Principal
Distribution
Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the
Class M-5 Certificates (after taking into account the payment of
the Class M-5
Principal Distribution Amount on such Distribution Date), (vii) the
Certificate
Principal Balance of the Class M-6 Certificates (after taking into
account the
payment of the Class M-6 Principal Distribution Amount on such
Distribution
Date), (viii) the Certificate Principal Balance of the Class M-7
Certificates
(after taking into account the payment of the Class M-7 Principal
Distribution
Amount on such Distribution Date), (ix) the Certificate Principal
Balance of the
Class M-8 Certificates (after taking into account the payment of
the Class M-8
Principal Distribution Amount on such Distribution Date), (x) the
Certificate
Principal Balance of the Class M-9 Certificates (after taking into
account the
payment of the Class M-9 Principal Distribution Amount on such
Distribution
Date), (xi) the Certificate Principal Balance of the Class M-10
Certificates
(after taking into account the payment of the Class M-10 Principal
Distribution
Amount on such Distribution Date) and (xi) the Certificate
Principal Balance of
the Class M-11 Certificates immediately prior to such Distribution
Date over (y)
the lesser of (A) the product of (i) [____]% and (ii) the aggregate
Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due
Period (after giving effect to scheduled payments of principal due
during the
related Due Period, to the extent received or advanced, and
unscheduled
collections of principal received during the related Prepayment
Period) and (B)
the positive difference, if any, of the aggregate Stated Principal
Balance of
the Mortgage Loans as of the last day of the related Due Period
(after giving
effect to scheduled payments of principal due during the related
Due Period, to
the extent received or advanced, and unscheduled collections of
principal
received during the related Prepayment Period) minus the
Overcollateralization
Floor.
"Class P Certificate": Any one of the Class P Certificates executed
by
the Trustee, and authenticated and delivered by the Certificate
Registrar,
substantially in the form annexed hereto as Exhibit A-19,
representing the right
to distributions as set forth herein and therein and evidencing a
regular
interest in REMIC 5.
"Class P Interest": An uncertificated interest in the Trust Fund
held
by the Trustee on behalf of the Holders of the Class P
Certificates, evidencing
a Regular Interest in REMIC 3 for purposes of the REMIC
Provisions.
"Class R Certificate": The Class R Certificate executed by the
Trustee,
and authenticated and delivered by the Certificate Registrar,
substantially in
the form annexed hereto as Exhibit A-19 and evidencing the
ownership of the
Class R-1 Interest, the Class R-2 Interest and the Class R-3
Interest.
"Class R-X Certificate": The Class R-X Certificate executed by
the
Trustee, and authenticated and delivered by the Certificate
Registrar,
substantially in the form annexed hereto as Exhibit A-20 and
evidencing the
ownership of the Class R-4 Interest, the Class R-5 Interest and the
Class R-6
Interest.
"Class R-1 Interest": The uncertificated Residual Interest in REMIC
1.
"Class R-2 Interest": The uncertificated Residual Interest in REMIC
2.
"Class R-3 Interest": The uncertificated Residual Interest in REMIC
3.
"Class R-4 Interest": The uncertificated Residual Interest in REMIC
4.
"Class R-5 Interest": The uncertificated Residual Interest in REMIC
5.
"Class R-6 Interest": The uncertificated Residual Interest in REMIC
6.
"Close of Business": As used herein, with respect to any Business
Day,
5:00 p.m. (New York time).
"Closing Date": [______________].
"Code": The Internal Revenue Code of 1986, as amended.
"Collection Account": The segregated account or accounts created
and
maintained by the Master Servicer pursuant to Section 3.10(a),
which shall be
entitled "[____________________], as Trustee, in trust for
registered Holders of
[________________________________]," which must be an Eligible
Account.
"Compensating Interest": As defined in Section 3.24 hereof.
"Convertible
Mortgage Loan": Any Adjustable-Rate Mortgage Loan which
allows the Mortgagor thereunder to convert the Mortgage Rate
thereon to a fixed
Mortgage Rate.
"Corporate Trust Office": The principal corporate trust office of
the
Trustee 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 Sixth and
Marquette,
Minneapolis, Minnesota 55479-0113, Attention: [_____________], or
at such other
address as the Trustee may designate from time to time by notice to
the
Certificateholders, the Depositor, the Master Servicer, the
Originator and the
Seller.
"Corresponding Certificate": With respect to each REMIC 2
Regular
Interest set forth below, the corresponding Regular Certificate set
forth in the
table below:
REMIC 2 REGULAR INTEREST REGULAR
CERTIFICATE
LTA1
Class A-1
------------------------
-------------------
AAA
LTA2
Class A-2
LTA3
Class A-3
LTA4
Class A-4
LTM1
Class M-1
LTM2
Class M-2
LTM3
Class M-3
LTM4
Class M-4
LTM5
Class M-5
LTM6
Class
M-6
LTM7
Class M-7
LTM8
Class M-8
LTM9
Class M-9
LTM10
Class M-10
LTM11
Class M-11
LTP
Class P
"Cumulative Realized Loss Percentage": The aggregate amount of
Realized
Losses incurred since the Cut-off Date through the last day of the
related Due
Period (after reduction for all Subsequent Recoveries received from
the Cut-off
Date through the Prepayment Period) divided by the aggregate
principal balance
of the Mortgage Loans as of the Cut-off Date.
"Custodian": [____________________], as custodian of the
Mortgage
Files, and any successor thereto.
"Cut-off Date": [______________].
"Cut-off Date Principal Balance": With respect to any Mortgage
Loan,
the unpaid principal balance thereof as of the Cut-off Date, as
applicable (or
as of the applicable date of substitution with respect to a
Qualified Substitute
Mortgage Loan), after application of scheduled payments due
thereon, whether or
not received.
"Debt Service Reduction": With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment for such Mortgage Loan
by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code,
except such a
reduction resulting from a Deficient Valuation.
"Deficient Valuation": With respect to any Mortgage Loan, a
valuation
of the related Mortgaged Property by a court of competent
jurisdiction in an
amount less than the then outstanding principal balance of the
Mortgage Loan,
which valuation results from a proceeding initiated under the
Bankruptcy Code.
"Definitive Certificates": As defined in Section 5.02(c)
hereof.
"Deleted Mortgage Loan": A Mortgage Loan replaced or to be replaced
by
one or more Qualified Substitute Mortgage Loans.
"Delinquency Master Servicer Termination Trigger": A Delinquency
Master
Servicer Termination Trigger will have occurred with respect to the
Certificates
on a Distribution Date if the Three Month Rolling Delinquency
Percentage for the
Mortgage Loans exceeds [____]%.
"Delinquency Percentage": For any Distribution Date, the
percentage
obtained by dividing (x) the aggregate Stated Principal Balance of
Mortgage
Loans Delinquent 60 days or more by (y) the aggregate Stated
Principal Balance
of the Mortgage Loans, in each case, as of the last day of the
previous calendar
month.
"Delinquent": Any Mortgage Loan, the Monthly Payment due on a Due
Date
which is not made by the Close of Business on the next scheduled
Due Date for
such Mortgage Loan. For example, a Mortgage Loan is 60 or more days
Delinquent
if the Monthly Payment due on a Due Date is not made by the Close
of Business on
the second scheduled Due Date after such Due Date.
"Depositor": Option One Mortgage Acceptance Corporation, a
Delaware
corporation, or any successor in interest.
"Depository": The initial Depository shall be The Depository
Trust
Company and upon request, Clearstream Banking Luxembourg and the
Euroclear
System, whose nominee 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 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": With respect to any Distribution Date, the
15th
day of the calendar month in which such Distribution Date occurs
or, if such
15th day is not a Business Day, the Business Day immediately
preceding such 15th
day.
"Directly Operate": With respect to any REO Property, the
furnishing or
rendering of services to the tenants thereof, the management or
operation of
such REO Property, the holding of such REO Property primarily for
sale to
customers, the performance of any construction work thereon or any
use of such
REO Property in a trade or business conducted by the REMIC other
than through an
Independent Contractor; provided, however, that the Trustee (or the
Master
Servicer on behalf of the Trustee) shall not be considered to
Directly Operate
an REO Property solely because the Trustee (or the Master Servicer
on behalf of
the Trustee) establishes rental terms, chooses tenants, enters into
or renews
leases, deals with taxes and insurance, or makes decisions as to
repairs or
capital expenditures with respect to such REO Property.
"Disqualified Organization": A "disqualified organization"
under
Section 860E of the Code, which as of the Closing Date is any of:
(i) 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, (ii) any organization (other than certain farmers
cooperatives
described in Section 521 of the Code) which is exempt from the tax
imposed by
Chapter 1 of the Code unless such organization is subject to the
tax imposed by
Section 511 of the Code, (iii) any organization described in
Section
1381(a)(2)(C) of the Code, (iv) an "electing large partnership"
within the
meaning of Section 775 of the Code or (v) any other Person so
designated by the
Trustee based upon an Opinion of Counsel provided by nationally
recognized
counsel to the Trustee that the holding of an ownership interest in
a Residual
Certificate by such Person may cause any REMIC formed hereunder or
any Person
having an ownership interest in any Class of Certificates (other
than such
Person) to incur liability for any federal tax imposed under the
Code that would
not otherwise be imposed but for the transfer of an ownership
interest in the
Residual Certificate to such Person. A corporation will not be
treated as an
instrumentality of the United States or of any state or political
subdivision
thereof, if all of its activities are subject to tax and, a
majority of its
board of directors is not selected by a governmental unit. The term
"United
States", "state" and "international organizations" shall have the
meanings set
forth in Section 7701 of the Code.
"Distribution Account": The segregated trust account or
accounts
created and maintained by the Trustee pursuant to Section 3.10(b)
which shall be
entitled "Distribution Account, [____________________], as Trustee,
in trust for
the registered Certificateholders of [__________________________]"
and which
must be an Eligible Account.
"Distribution Date": The 25th day of any calendar month, or if
such
25th day is not a Business Day, the Business Day immediately
following such 25th
day, commencing in [______________].
"Due Date": With respect to each Mortgage Loan and any
Distribution
Date, the first day of the calendar month in which such
Distribution Date occurs
on which the Monthly Payment for such Mortgage Loan was due (or, in
the case of
any Mortgage Loan under the terms of which the Monthly Payment for
such Mortgage
Loan was due on a day other than the first day of the calendar
month in which
such Distribution Date occurs, the day during the related Due
Period on which
such Monthly Payment was due), exclusive of any days of grace.
"Due Period": With respect to any Distribution Date, the period
commencing on the second day of the month preceding the month in
which such
Distribution Date occurs and ending on the first day of the month
in which such
Distribution Date occurs.
"Eligible Account": Any of (i) an account or accounts maintained
with a
federal or state chartered depository institution or trust company
the
short-term unsecured debt obligations of which (or, in the case of
a depository
institution or trust company that is the principal subsidiary of a
holding
company, the short-term unsecured debt obligations of such holding
company) are
rated P-1 by Moody's, F-1 by Fitch and A-1+ by S&P (or
comparable ratings if
Moody's, Fitch and S&P are not the Rating Agencies) at the time
any amounts are
held on deposit therein, (ii) an account or accounts the deposits
in which are
fully insured by the FDIC (to the limits established by such
corporation), the
uninsured deposits in which account are otherwise secured such
that, as
evidenced by an Opinion of Counsel delivered to the NIMS Insurer,
the Trustee
and to each Rating Agency, the Certificateholders will have a claim
with respect
to the funds in such account or a perfected first priority security
interest
against such collateral (which shall be limited to Permitted
Investments)
securing such funds that is superior to claims of any other
depositors or
creditors of the depository institution with which such account is
maintained,
(iii) a trust account or accounts maintained with the trust
department of a
federal or state chartered depository institution, national banking
association
or trust company acting in its fiduciary capacity or (iv) an
account otherwise
acceptable to each Rating Agency without reduction or withdrawal of
their then
current ratings of the Certificates as evidenced by a letter from
each Rating
Agency to the Trustee and the NIMS Insurer. Eligible Accounts may
bear interest.
"ERISA": The Employee Retirement Income Security Act of 1974,
as
amended.
"Escrow Payments": The amounts constituting ground rents,
taxes,
assessments, water rates, fire and hazard insurance premiums and
other payments
required to be escrowed by the Mortgagor with the mortgagee
pursuant to any
Mortgage Loan.
"Estate in Real Property": A fee simple estate in a parcel of
real
property.
"Excess Overcollateralized Amount": With respect to the Class A
Certificates and the Mezzanine Certificates and any Distribution
Date, the
excess, if any, of (i) the Overcollateralized Amount for such
Distribution Date,
assuming that [____]% of the Principal Remittance Amount is applied
as a
principal payment on such Distribution Date over (ii) the
Overcollateralization
Target Amount for such Distribution Date.
"Extra Principal Distribution Amount": With respect to any
Distribution
Date, the lesser of (x) the Monthly Interest Distributable Amount
payable on the
Class C Certificates on such Distribution Date as reduced by
Realized Losses
allocated thereto with respect to such Distribution Date pursuant
to Section
4.08 and (y) the Overcollateralization Deficiency Amount for such
Distribution
Date.
"Fannie Mae": Federal National Mortgage Association or any
successor
thereto.
"FDIC": Federal Deposit Insurance Corporation or any successor
thereto.
"Final Recovery Determination": With respect to any defaulted
Mortgage
Loan or any REO Property (other than a Mortgage Loan or REO
Property purchased
by the Originator or the Master Servicer pursuant to or as
contemplated by
Section 2.03 or 10.01), a determination made by the Master Servicer
that all
Insurance Proceeds, Liquidation Proceeds and other payments or
recoveries which
the Master Servicer, in its reasonable good faith judgment, expects
to be
finally recoverable in respect thereof have been so recovered. The
Master
Servicer shall maintain records, prepared by a Servicing Officer,
of each Final
Recovery Determination made thereby.
"Fitch": Fitch Ratings, or its successor in interest.
"Fixed Rate
Mortgage Loan": A first or second lien Mortgage Loan which
provides for a fixed Mortgage Rate payable with respect thereto.
The Fixed Rate
Mortgage Loans are identified as such on the Mortgage Loan
Schedule.
"Fixed Swap Payment": With respect to any Distribution Date, the
amount
calculated based on a fixed rate as set forth in the Interest Rate
Swap
Agreement.
"Floating Swap Payment": With respect to any Distribution Date,
a
floating amount equal to the product of (i) Swap LIBOR, (ii) the
related
Notional Amount (as defined in the Interest Rate Swap Agreement),
(iii) 250 and
(iv) a fraction, the numerator of which is the actual number of
days elapsed
from and including the previous Floating Rate Payer Payment Date
(as defined in
the Interest Rate Swap Agreement) to but excluding the current
Floating Rate
Payer Payment Date (or, for the first Floating Rate Payer Payment
Date, the
actual number of days elapsed from the Closing Date to but
excluding the first
Floating Rate Payer Payment Date), and the denominator of which is
360.
"Formula Rate": For any Distribution Date and any Class of the
Class A
Certificates and the Mezzanine Certificates, the lesser of (i)
LIBOR plus the
related Certificate Margin and (ii) the applicable Maximum Cap
Rate.
"Freddie Mac": The Federal Home Loan Mortgage Corporation, or
any
successor thereto.
"Gross Margin": With respect to each Adjustable Rate Mortgage Loan,
the
fixed percentage set forth in the related Mortgage Note that is
added to the
Index on each Adjustment Date in accordance with the terms of the
related
Mortgage Note used to determine the Mortgage Rate for such Mortgage
Loan.
"Group I Allocation Percentage": With respect to any Distribution
Date,
the percentage equivalent of a fraction, the numerator of which is
(i) the Group
I Principal Remittance Amount for such Distribution Date, and the
denominator of
which is (ii) the Principal Remittance Amount for such Distribution
Date.
"Group I Basic Principal Distribution Amount": With respect to
any
Distribution Date, the excess of (i) the Group I Principal
Remittance Amount for
such Distribution Date over (ii) the Overcollateralization Release
Amount, if
any, for such Distribution Date multiplied by the Group I
Allocation Percentage.
"Group I Certificates": The Class A-1 Certificates.
"Group I Interest Remittance Amount": With respect to any
Distribution
Date, that portion of the Available Funds for such Distribution
Date
attributable to interest received or advanced with respect to the
Group I
Mortgage Loans minus a PRO RATA portion (based on the Certificate
Principal
Balance of the Group I Certificates divided by the aggregate
Certificate
Principal Balance of the Class A Certificates) of the sum of any
Net Swap
Payment owed to the Swap Provider on that Distribution Date and any
Swap
Termination Payment or unpaid portion thereof owed to the Swap
Provider on that
Distribution Date (other than a Swap Termination Payment resulting
from a Swap
Provider Trigger Event).
"Group I Mortgage Loan": A Mortgage Loan assigned to Loan Group I
with
a principal balance that conforms to Fannie Mae and Freddie Mac
guidelines. The
aggregate principal balance of the Group I Mortgage Loans as of the
Cut-off Date
is equal to [$________________]. "Group I Overcollateralization
Floor": With
respect to the Group I Certificates, [$----------------].
"Group I Principal Distribution Amount": With respect to any
Distribution Date, the sum of (i) the Group I Basic Principal
Distribution
Amount for such Distribution Date and (ii) the Extra Principal
Distribution
Amount for such Distribution Date multiplied by the Group I
Allocation
Percentage.
"Group I Principal Remittance Amount": With respect to any
Distribution
Date, the sum of (i) each scheduled payment of principal collected
or advanced
on the Group I Mortgage Loans by the Master Servicer that were due
during the
related Due Period, (ii) the principal portion of all partial and
full principal
prepayments of the Group I Mortgage Loans received by the Master
Servicer during
the related Prepayment Period, (iii) the principal portion of all
related Net
Liquidation Proceeds, Subsequent Recoveries and Insurance Proceeds
received
during such Prepayment Period with respect to the Group I Mortgage
Loans, (iv)
that portion of the Purchase Price, representing principal of any
repurchased
Group I Mortgage Loan, deposited to the Collection Account during
such
Prepayment Period, (v) the principal portion of any related
Substitution
Adjustments deposited in the Collection Account during such
Prepayment Period
with respect to the Group I Mortgage Loans and (vi) on the
Distribution Date on
which the Trust Fund is to be terminated pursuant to Section 10.01,
that portion
of the Termination Price, in respect of principal on the Group I
Mortgage Loans.
"Group I Senior Principal Distribution Amount": An amount, not
less
than zero, equal to the excess of (x) the aggregate Certificate
Principal
Balance of the Group I Certificates immediately prior to such
Distribution Date
over (y) the lesser of (A) the product of (i) [____]% and (ii) the
aggregate
Stated Principal Balance of the Group I Mortgage Loans as of the
last day of the
related Due Period (after giving effect to scheduled payments of
principal due
during the related Due Period, to the extent received or advanced,
and
unscheduled collections of principal received during the related
Prepayment
Period) and (B) the positive difference, if any, of the aggregate
Stated
Principal Balance of the Group I Mortgage Loans as of the last day
of the
related Due Period (after giving effect to scheduled payments of
principal due
during the related Due Period, to the extent received or advanced,
and
unscheduled collections of principal received during the related
Prepayment
Period) minus the Group I Overcollateralization Floor.
"Group II Allocation Percentage": With respect to any
Distribution
Date, the percentage equivalent of a fraction, the numerator of
which is (i) the
Group II Principal Remittance Amount for such Distribution Date,
and the
denominator of which is (ii) the Principal Remittance Amount for
such
Distribution Date.
"Group II Basic Principal Distribution Amount": With respect to
any
Distribution Date, the excess of (i) the Group II Principal
Remittance Amount
for such Distribution Date over (ii) the Overcollateralization
Release Amount,
if any, for such Distribution Date multiplied by the Group II
Allocation
Percentage.
"Group II Certificates": The Class A-2 Certificates, the Class
A-3
Certificates and the Class A-4 Certificates.
"Group II Interest Remittance Amount": With respect to any
Distribution
Date, that portion of the Available Funds for such Distribution
Date
attributable to interest received or advanced with respect to the
Group II
Mortgage Loans minus a pro rata portion (based on the aggregate
Certificate
Principal Balance of the Group II Certificates divided by the
aggregate
Certificate Principal Balance of the Class A Certificates) of the
sum of any Net
Swap Payment owed to the Swap Provider on that Distribution Date
and any Swap
Termination Payment or unpaid portion thereof owed to the Swap
Provider on that
Distribution Date (other than a Swap Termination Payment resulting
from a Swap
Provider Trigger Event).
"Group II Mortgage Loan": A Mortgage Loan assigned to Loan Group
II
with a principal balance that may or may not conform to Fannie Mae
and Freddie
Mac guidelines. The aggregate principal balance of the Group II
Mortgage Loans
as of the Cut-off Date is equal to [$________________].
"Group II Overcollateralization Floor": With respect to the Group
II
Certificates, [$________________].
"Group II Principal Distribution Amount": With respect to any
Distribution Date, the sum of (i) the Group II Basic Principal
Distribution
Amount for such Distribution Date and (ii) the Extra Principal
Distribution
Amount for such Distribution Date multiplied by the Group II
Allocation
Percentage.
"Group II Principal Remittance Amount": With respect to any
Distribution Date, the sum of (i) each scheduled payment of
principal collected
or advanced on the Group II Mortgage Loans by the Master Servicer
that were due
during the related Due Period, (ii) the principal portion of all
partial and
full principal prepayments of the Group II Mortgage Loans received
by the Master
Servicer during the related Prepayment Period, (iii) the principal
portion of
all related Net Liquidation Proceeds, Subsequent Recoveries and
Insurance
Proceeds received during such Prepayment Period with respect to the
Group II
Mortgage Loans, (iv) that portion of the Purchase Price,
representing principal
of any repurchased Group II Mortgage Loan, deposited to the
Collection Account
during such Prepayment Period, (v) the principal portion of any
related
Substitution Adjustments deposited in the Collection Account during
such
Prepayment Period with respect to the Group II Mortgage Loans and
(vi) on the
Distribution Date on which the Trust Fund is to be terminated
pursuant to
Section 10.01, that portion of the Termination Price, in respect of
principal on
the Group II Mortgage Loans.
"Group II Senior Principal Distribution Amount": An amount, not
less
than zero, equal to the excess of (x) the Certificate Principal
Balance of the
Group II Certificates immediately prior to such Distribution Date
over (y) the
lesser of (A) the product of (i) [____]% and (ii) the aggregate
Stated Principal
Balance of the Group II Mortgage Loans as of the last day of the
related Due
Period (after giving effect to scheduled payments of principal due
during the
related Due Period, to the extent received or advanced, and
unscheduled
collections of principal received during the related Prepayment
Period) and (B)
the positive difference, if any, of the aggregate Stated Principal
Balance of
the Group II Mortgage Loans as of the last day of the related Due
Period (after
giving effect to scheduled payments of principal due during the
related Due
Period, to the extent received or advanced, and unscheduled
collections of
principal received during the related Prepayment Period) minus the
Group II
Overcollateralization Floor.
"Highest Priority": As of any date of determination, the Class
of
Mezzanine Certificates then outstanding with a Certificate
Principal Balance
greater than zero, with the highest priority for payments pursuant
to Section
4.01, in the following order: Class M-1, Class M-2, Class M-3,
Class M-4, Class
M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and
Class M-11
Certificates.
"Holder": See "Certificateholder."
"Independent": When used with respect to any specified Person, any
such
Person who (a) is in fact independent of the Depositor, the Master
Servicer and
their respective Affiliates, (b) does not have any direct financial
interest in
or any material indirect financial interest in the Depositor or the
Master
Servicer or any Affiliate thereof, and (c) is not connected with
the Depositor
or the Master Servicer or any Affiliate thereof as an officer,
employee,
promoter, underwriter, trustee, partner, director or Person
performing similar
functions; PROVIDED, HOWEVER, that a Person shall not fail to be
Independent of
the Depositor or the Master Servicer or any Affiliate thereof
merely because
such Person is the beneficial owner of [___]% or less of any class
of securities
issued by the Depositor or the Master Servicer or any Affiliate
thereof, as the
case may be.
"Independent Contractor": Either (i) any Person (other than the
Master
Servicer) that would be an "independent contractor" with respect to
any of the
REMICs created hereunder within the meaning of Section 856(d)(3) of
the Code if
such REMIC were a real estate investment trust (except that the
ownership tests
set forth in that section shall be considered to be met by any
Person that owns,
directly or indirectly, [____]% or more of any Class of
Certificates), so long
as each such REMIC does not receive or derive any income from such
Person and
provided that the relationship between such Person and such REMIC
is at arm's
length, all within the meaning of Treasury Regulation Section
1.856-4(b)(5), or
(ii) any other Person (including the Master Servicer) if the
Trustee has
received an Opinion of Counsel to the effect that the taking of any
action in
respect of any REO Property by such Person, subject to any
conditions therein
specified, that is otherwise herein contemplated to be taken by an
Independent
Contractor will not cause such REO Property to cease to qualify as
"foreclosure
property" within the meaning of Section 860G(a)(8) of the Code
(determined
without regard to the exception applicable for purposes of Section
860D(a) of
the Code), or cause any income realized in respect of such REO
Property to fail
to qualify as Rents from Real Property.
"Indenture": An indenture relating to the issuance of notes secured
by
the Class C Certificates, the Class P Certificates and/or Residual
Certificates
(or any portion thereof) which may or may not be guaranteed by the
NIMS Insurer.
"Index": With respect to each Adjustable Rate Mortgage Loan and
with
respect to each related Adjustment Date, the index as specified in
the related
Mortgage Note.
"Initial Certificate Principal Balance": With respect to any
Regular
Certificate, the amount designated "Initial Certificate Principal
Balance" on
the face thereof.
"Insurance Proceeds": Proceeds of any title policy, hazard policy
or
other insurance policy covering a Mortgage Loan, to the extent such
proceeds are
received by the Master Servicer and are not to be applied to the
restoration of
the related Mortgaged Property or released to the Mortgagor in
accordance with
the procedures that the Master Servicer would follow in servicing
mortgage loans
held for its own account, subject to the terms and conditions of
the related
Mortgage Note and Mortgage.
"Interest Determination Date": With respect to the Class A
Certificates
and the Mezzanine Certificates and each related Accrual Period, the
second LIBOR
Business Day preceding the commencement of such Accrual Period.
"Interest Rate Swap Agreement": The 1992 ISDA Master Agreement
(Multicurrency-Cross Border) dated as of [______________] (together
with the
schedule thereto, the Master Agreement) between the Swap Provider
and the
Trustee (in its capacity as Supplemental Interest Trust Trustee)
and a
confirmation of the same date, which supplements and forms part of
the Master
Agreement.
"Late Collections": With respect to any Mortgage Loan, all
amounts
received subsequent to the Determination Date immediately following
any related
Due Period, whether as late payments of Monthly Payments or as
Insurance
Proceeds, Liquidation Proceeds, Subsequent Recoveries or otherwise,
which
represent late payments or collections of principal and/or interest
due (without
regard to any acceleration of payments under the related Mortgage
and Mortgage
Note) but delinquent on a contractual basis for such Due Period and
not
previously recovered.
"LIBOR": With respect to each Accrual Period for the Class A
Certificates and the Mezzanine Certificates, the rate determined by
the Trustee
on the related Interest Determination Date on the basis of the
London interbank
offered rate for one-month United States dollar deposits, as such
rate appears
on the Telerate Page 3750, as of 11:00 a.m. (London time) on such
Interest
Determination Date. If such rate does not appear on Telerate Page
3750, the rate
for such Interest Determination Date will be determined on the
basis of the
offered rates of the Reference Banks for one-month United States
dollar
deposits, as of 11:00 a.m. (London time) on such Interest
Determination Date.
The Trustee will request the principal London office of each of the
Reference
Banks to provide a quotation of its rate. On such Interest
Determination Date,
LIBOR for the related Accrual Period for the Class A Certificates
and the
Mezzanine Certificates will be established by the Trustee as
follows:
(i) If on such Interest Determination Date two or more
Reference Banks provide such offered quotations, 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 1/16
of
1%); and
(ii) If on such Interest Determination Date fewer than two
Reference Banks provide such offered quotations, LIBOR for the
related
Accrual Period shall be the higher of (i) LIBOR as determined on
the
previous Interest Determination Date and (ii) the Reserve
Interest
Rate.
Notwithstanding the foregoing, LIBOR for the Class A and
Mezzanine
Certificates for the first Accrual Period will be [____]%.
"LIBOR Business Day": Any day on which banks in London, England and
The
City of New York are open and conducting transactions in foreign
currency and
exchange.
"Liquidated Mortgage Loan": As to any Distribution Date, any
Mortgage
Loan in respect of which the Master Servicer has determined, in
accordance with
the servicing procedures specified herein, as of the end of the
related
Prepayment Period, that all Liquidation Proceeds which it expects
to recover
with respect to the liquidation of the Mortgage Loan or disposition
of the
related REO Property have been recovered.
"Liquidation Event": With respect to any Mortgage Loan, any of
the
following events: (i) such Mortgage Loan is paid in full, (ii) a
Final Recovery
Determination is made as to such Mortgage Loan or (iii) such
Mortgage Loan is
removed from the Trust Fund by reason of its being purchased, sold
or replaced
pursuant to or as contemplated by Section 2.03 or Section 10.01.
With respect to
any REO Property, either of the following events: (i) a Final
Recovery
Determination is made as to such REO Property or (ii) such REO
Property is
removed from the Trust Fund by reason of its being sold or
purchased pursuant to
Section 3.23 or Section 10.01.
"Liquidation Proceeds": The amount (other than amounts received
in
respect of the rental of any REO Property prior to REO Disposition)
received by
the Master Servicer in connection with (i) the taking of all or a
part of a
Mortgaged Property by exercise of the power of eminent domain or
condemnation,
(ii) the liquidation of a defaulted Mortgage Loan by means of a
trustee's sale,
foreclosure sale or otherwise or (iii) the repurchase, substitution
or sale of a
Mortgage Loan or an REO Property pursuant to or as contemplated by
Section 2.03,
Section 3.23 or Section 10.01.
"Loan-to-Value Ratio": As of any date and as to any Mortgage Loan,
the
fraction, expressed as a percentage, the numerator of which is the
Principal
Balance of the Mortgage Loan (and, with respect to any second lien
Mortgage
Loan, the Principal Balance of the related first lien Mortgage Loan
plus the
Principal Balance of such second lien Mortgage Loan), and the
denominator of
which is the Value of the related Mortgaged Property.
"Loan Group": Either Loan Group I or Loan Group II, as the
context
requires.
"Loan Group I": The group of Mortgage Loans with principal
balances
that conform to Fannie Mae and Freddie Mac guidelines identified in
the Mortgage
Loan Schedule as having been assigned to Loan Group I. "Loan Group
II": The
group of Mortgage Loans with principal balances that may or may not
conform to
Fannie Mae and Freddie Mac guidelines identified in the Mortgage
Loan Schedule
as having been assigned to Loan Group II.
"Losses": As defined in Section 9.03.
"Loss Mitigation Procedures": The policies and procedures set forth
in
Exhibit G hereto relating to the realization on delinquent Mortgage
Loans.
"Lost Note Affidavit": With respect to any Mortgage Loan as to
which
the original Mortgage Note has been permanently lost, misplaced or
destroyed and
has not been replaced, an affidavit from the Originator certifying
that the
original Mortgage Note has been lost, misplaced or destroyed
(together with a
copy of the related Mortgage Note) and indemnifying the Trust
against any loss,
cost or liability resulting from the failure to deliver the
original Mortgage
Note in the form of Exhibit H hereto.
"Majority Certificateholders": The Holders of Certificates
evidencing
at least [____]% of the Voting Rights.
"Marker Rate": With respect to the Class C Interest and any
Distribution Date, a per annum rate equal to two (2) times the
weighted average
of the Uncertificated REMIC 1 Pass-Through Rates for REMIC 2
Regular Interest
LTA1, REMIC 2 Regular Interest LTA2, REMIC 2 Regular Interest LTA3,
REMIC 2
Regular Interest LTA4, REMIC 2 Regular Interest LTM1, REMIC 2
Regular Interest
LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular Interest LTM4,
REMIC 2
Regular Interest LTM5, REMIC 2 Regular Interest LTM6, REMIC 2
Regular Interest
LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular Interest LTM9,
REMIC 2
Regular Interest LTM10, REMIC 2 Regular Interest LTM11 and REMIC 2
Regular
Interest LTZZ, with the rates on such REMIC 2 Regular Interests
(other than
REMIC 2 Regular Interest LTZZ) subject to a cap equal to lesser of
(i) LIBOR
plus the related Certificate Margin and (ii) the Net WAC Rate for
the purpose of
this calculation; and with the rate on REMIC 2 Regular Interest
LTZZ subject to
a cap of zero for the purpose of this calculation; provided,
however, that for
this purpose, calculations of the Uncertificated REMIC 2
Pass-Through Rate and
the related caps with respect to each such REMIC 2 Regular Interest
shall be
multiplied by a fraction, the numerator of which is the actual
number of days in
the Accrual Period and the denominator of which is 30.
"Master Servicer": Option One Mortgage Corporation, a
California
corporation, or any successor servicer appointed as herein
provided, in its
capacity as Master Servicer hereunder.
"Master Servicer Affiliate": A Person (i) controlling, controlled
by or
under common control with the Master Servicer or which is [____]%
or more owned
by the Master Servicer and (ii) which is qualified to service
residential
mortgage loans.
"Master Servicer Event of Termination": One or more of the
events
described in Section 7.01.
"Master Servicer Optional Purchase Delinquency Trigger": A
Master
Servicer Optional Purchase Delinquency Trigger has occurred with
respect to a
Distribution Date if the Delinquency Percentage exceeds [____]% of
the Senior
Credit Enhancement Percentage.
"Master Servicer Prepayment Charge Payment Amount": The amounts
payable
by the Master Servicer in respect of any Prepayment Charges
pursuant to Section
2.05 or Section 3.01.
"Master Servicer Remittance Date": With respect to any
Distribution
Date, the Business Day prior to such Distribution Date.
"Maximum Cap Rate": For any Distribution Date, a per annum rate
equal
to the sum of (i) the product of (x) the weighted average of the
Adjusted Net
Maximum Mortgage Rates of the Mortgage Loans and (y) a fraction,
the numerator
of which is 30 and the denominator of which is the actual number of
days elapsed
in the related Accrual Period and (ii) an amount, expressed as a
percentage,
equal to a fraction, the numerator of which is equal to the Net
Swap Payment
made by the Swap Provider and the denominator of which is equal to
the aggregate
Stated Principal Balance of the Mortgage Loans, multiplied by 12
minus (a) an
amount, expressed as a percentage, equal to the product of (i) the
Net Swap
Payment, if any, paid by the Trust for such Distribution Date
divided by the
aggregate Stated Principal Balance of the Mortgage Loans and (ii)
12 and (b) an
amount, expressed as a percentage, equal to the product of (x) the
Swap
Termination Payment, if any, due from the Trust (other than any
Swap Termination
Payment resulting from a Swap Provider Trigger Event) for such
Distribution Date
divided by the aggregate Stated Principal Balance of the Mortgage
Loans and (y)
12.
"Maximum LTZZ Uncertificated Accrued Interest Deferral Amount":
With
respect to any Distribution Date, the excess of (i) accrued
interest at the
Uncertificated REMIC 1 Pass-Through Rate applicable to REMIC 1
Regular Interest
LTZZ for such Distribution Date on a balance equal to the
Uncertificated
Principal Balance of REMIC 1 Regular Interest LTZZ minus the REMIC
2
Overcollateralization Amount, in each case for such Distribution
Date, over (ii)
Uncertificated Interest on REMIC 2 Regular Interest LTA1, REMIC 2
Regular
Interest LTA2, REMIC 2 Regular Interest LTA3, REMIC 2 Regular
Interest LTA4,
REMIC 2 Regular Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC
2 Regular
Interest LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular
Interest LTM5,
REMIC 2 Regular Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC
2 Regular
Interest LTM8, REMIC 2 Regular Interest LTM9, REMIC 2 Regular
Interest LTM10 and
REMIC 2 Regular Interest LTM11 for such Distribution Date, with the
rate on each
such REMIC 1 Regular Interest subject to a cap equal to the lesser
of (i) LIBOR
plus the related Certificate Margin and (ii) the related Net WAC
Rate provided,
however, that solely for this purpose, calculations of the
Uncertificated REMIC
1 Pass-Through Rate and the related caps with respect to each such
REMIC 1
Regular Interest shall be multiplied by a fraction, the numerator
of which is
the actual number of days in the Accrual Period and the denominator
of which is
30.
"Maximum Mortgage Rate": With respect to each Adjustable Rate
Mortgage
Loan, the percentage set forth in the related Mortgage Note as the
maximum
Mortgage Rate thereunder.
"Mezzanine Certificate": Any Class M-1 Certificate, Class M-2
Certificate, Class M-3 Certificate, Class M-4 Certificate, Class
M-5
Certificates, Class M-6 Certificates, Class M-7 Certificates, Class
M-8
Certificates, Class M-9 Certificates, Class M-10 Certificates or
the Class M-11
Certificates.
"Minimum Mortgage Rate": With respect to each Adjustable Rate
Mortgage
Loan, the percentage set forth in the related Mortgage Note as the
minimum
Mortgage Rate thereunder.
"Monthly Interest Distributable Amount": With respect to the Class
A
Certificates, the Mezzanine Certificates, the Class C Certificates
and any
Distribution Date the amount of interest accrued during the related
Accrual
Period at the related Pass-Through Rate on the Certificate
Principal Balance (or
Notional Amount in the case of the Class C Certificates) of such
Class
immediately prior to such Distribution Date, reduced by any Net
Prepayment
Interest Shortfalls and Relief Act Interest Shortfalls as allocated
to such
Certificate as provided in Section 1.03 and based on its respective
entitlements
to interest irrespective of any Net Prepayment Interest Shortfalls
and Relief
Act Interest Shortfalls for such Distribution Date).
"Monthly Payment": With respect to any Mortgage Loan, the
scheduled
monthly payment of principal and interest on such Mortgage Loan
which is payable
by the related Mortgagor from time to time under the related
Mortgage Note,
determined: (a) after giving effect to (i) any Deficient Valuation
and/or Debt
Service Reduction with respect to such Mortgage Loan and (ii) any
reduction in
the amount of interest collectible from the related Mortgagor
pursuant to the
Relief Act; (b) without giving effect to any extension granted or
agreed to by
the Master Servicer pursuant to Section 3.01; and (c) on the
assumption that all
other amounts, if any, due under such Mortgage Loan are paid when
due.
"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 second lien on, or first or second priority security
interest in,
a Mortgaged Property securing a Mortgage Note.
"Mortgage File": The mortgage documents listed in Section 2.01
pertaining to a particular Mortgage Loan and any additional
documents required
to be added to the Mortgage File pursuant to this Agreement.
"Mortgage Loan": Each mortgage loan transferred and assigned to
the
Trustee pursuant to Section 2.01, Section 2.03(d) or Section 2.08
as from time
to time held as a part of the Trust Fund, the Mortgage Loans so
held being
identified in the Mortgage Loan Schedule.
"Mortgage Loan Purchase Agreement": The agreement among the
Master
Servicer, in its capacity as Originator, the Sellers and the
Depositor,
regarding the transfer of the Mortgage Loans by the Seller to or at
the
direction of the Depositor, substantially in the form attached
hereto as Exhibit
C.
"Mortgage Loan Schedule": As of any date, the list of Mortgage
Loans
included in REMIC 1 on such date, separately identifying the Group
I Mortgage
Loans and the Group II Mortgage Loans, attached hereto as Exhibit
D. The
Mortgage Loan Schedule shall be prepared by the Originator and
shall set forth
the following information with respect to each Mortgage Loan, as
applicable:
(1) the
Mortgage Loan identifying number;
(2)
[reserved];
(3) the state
and zip code of the Mortgaged Property;
(4) a code
indicating whether the Mortgaged Property was
represented by the borrower, at the time of origination, as
being owner-occupied;
(5) the type
of Residential Dwelling constituting the Mortgaged
Property;
(6) the
original months to maturity;
(7) the stated
remaining months to maturity from the Cut-off Date
based on the original amortization schedule;
(8) the
Loan-to-Value Ratio at origination;
(9) the
Mortgage Rate in effect immediately following the Cut-off
Date;
(10)
the date on which the first Monthly Payment was due on the
Mortgage
Loan;
(11)
the stated maturity date;
(12)
the amount of the Monthly Payment at origination;
(13)
the amount of the Monthly Payment due on the first Due Date
after the Cut-off Date;
(14)
the last Due Date on which a Monthly Payment was actually
applied to the unpaid Stated Principal Balance;
(15)
the original principal amount of the Mortgage Loan;
(16)
the Stated Principal Balance of the Mortgage Loan as of the
Close of Business on the Cut-off Date;
(17)
a code indicating the purpose of the Mortgage Loan (I.E.,
purchase financing, rate/term refinancing, cash-out
refinancing);
(18)
the Mortgage Rate at origination;
(19)
a code indicating the documentation program (I.E., full
documentation, limited documentation, stated income
documentation);
(20)
the
risk grade;
(21)
the Value of the Mortgaged Property;
(22)
the sale price of the Mortgaged Property, if applicable;
(23)
the actual unpaid principal balance of the Mortgage Loan as of
the
Cut-off Date;
(24)
the type and term of the related Prepayment Charge;
(25)
the rounding code;
(26)
the program code;
(27)
a code indicating the lien priority for Mortgage Loans;
(28)
with respect to each Adjustable Rate Mortgage Loan, the
Minimum Mortgage Rate;
(29)
with respect to each Adjustable Rate Mortgage Loan, the
Maximum Mortgage Rate;
(30)
with respect to each Adjustable Rate Mortgage Loan, the Gross
Margin;
(31)
with respect to each Adjustable Rate Mortgage Loan, the next
Adjustment Date;
(32)
with respect to each Adjustable Rate Mortgage Loan, the
Periodic Rate Cap;
(33)
the credit score ("FICO") of such Mortgage Loan;
(34)
the total amount of points and fees charged such Mortgage
Loan;
(35)
[reserved]; and (36) [reserved].
The Mortgage Loan Schedule shall set forth the following
information,
with respect to the Mortgage Loans in the aggregate and for each
Loan Group as
of the Cut-off Date: (1) the number of Mortgage Loans (separately
identifying
the number of Fixed-Rate Mortgage Loans and the number of
Adjustable-Rate
Mortgage Loans); (2) the current Stated Principal Balance of the
Mortgage Loans;
(3) the weighted average Mortgage Rate of the Mortgage Loans and
(4) the
weighted average maturity of the Mortgage Loans. The Mortgage Loan
Schedule
shall be amended from time to time by the Originator in accordance
with the
provisions of this Agreement. With respect to any Qualified
Substitute Mortgage
Loan, Cut-off Date shall refer to the related Cut-off Date for such
Mortgage
Loan, determined in accordance with the definition of Cut-off Date
herein.
"Mortgage Note": The original executed note or other evidence
of
indebtedness evidencing the indebtedness of a Mortgagor under a
Mortgage Loan.
"Mortgage Pool": The pool of Mortgage Loans, identified on Exhibit
D
from time to time, and any REO Properties acquired in respect
thereof.
"Mortgage Rate": With respect to each Fixed Rate Mortgage Loan,
the
rate set forth in the related Mortgage Note. With respect to each
Adjustable
Rate Mortgage Loan, the annual rate at which interest accrues on
such Mortgage
Loan from time to time in accordance with the provisions of the
related Mortgage
Note, which rate (A) as of any date of determination until the
first Adjustment
Date following the Cut-off Date shall be the rate set forth in the
Mortgage Loan
Schedule as the Mortgage Rate in effect immediately following the
Cut-off Date
and (B) as of any date of determination thereafter shall be the
rate as adjusted
on the most recent Adjustment Date, to equal the sum, rounded to
the next
highest or nearest [____]% (as provided in the Mortgage Note), of
the Index,
determined as set forth in the related Mortgage Note, plus the
related Gross
Margin subject to the limitations set forth in the related Mortgage
Note. With
respect to each Mortgage Loan that becomes an REO Property, as of
any date of
determination, the annual rate determined in accordance with the
immediately
preceding sentence as of the date such Mortgage Loan became an REO
Property.
"Mortgaged Property": The underlying property securing a Mortgage
Loan,
including any REO Property, consisting of an Estate in Real
Property improved by
a Residential Dwelling.
"Mortgagor": The obligor on a Mortgage Note.
"Net Liquidation Proceeds": With respect to any Liquidated
Mortgage
Loan or any other disposition of related Mortgaged Property
(including REO
Property) the related Liquidation Proceeds and Insurance Proceeds
net of
Advances, Servicing Advances, Servicing Fees and any other accrued
and unpaid
servicing fees received and retained in connection with the
liquidation of such
Mortgage Loan or Mortgaged Property.
"Net Monthly Excess Cashflow": With respect to each Distribution
Date,
the sum of (a) any Overcollateralization Release Amount for such
Distribution
Date and (b) the excess of (x) Available Funds for such
Distribution Date over
(y) the sum for such Distribution Date of (A) the Monthly Interest
Distributable
Amounts for the Class A Certificates and the Mezzanine
Certificates, (B) the
Unpaid Interest Shortfall Amounts for the Class A Certificates and
(C) the
Principal Remittance Amount.
"Net Mortgage Rate": With respect to any Mortgage Loan (or the
related
REO Property), as of any date of determination, a per annum rate of
interest
equal to the then applicable Mortgage Rate for such Mortgage Loan
minus the
Servicing Fee Rate.
"Net Swap Payment": In the case of payments made by the Trust,
the
excess, if any, of (x) the Fixed Swap Payment over (y) the Floating
Swap Payment
and in the case of payments made by the Swap Provider, the excess,
if any, of
(x) the Floating Swap Payment over (y) the Fixed Swap Payment. In
each case, the
Net Swap Payment shall not be less than zero.
"Net Prepayment Interest Shortfall": With respect to any
Distribution
Date, the excess, if any, of any Prepayment Interest Shortfalls for
such date
over the related Compensating Interest.
"Net WAC Rate": With respect to each Distribution Date and the
Certificates, a per annum rate equal to the product of (x) the
weighted average
of the Adjusted Net Mortgage Rates of the Mortgage Loans and (y) a
fraction, the
numerator of which is 30 and the denominator of which is the actual
number of
days elapsed in the related Accrual Period minus an amount,
expressed as a
percentage, equal to the sum of (x) the product of (i) Net Swap
Payment owed to
the Swap Provider, if any, for such Distribution Date divided by
the aggregate
Stated Principal Balance of the Mortgage Loans and (ii) 12 and (y)
the product
of (i) the Swap Termination Payment (other than any Swap
Termination Payment
resulting from a Swap Provider Trigger Event) if any, owed to the
Swap Provider
for such Distribution Date, divided by the aggregate Stated
Principal Balance of
the Mortgage Loans and (ii) 12. For federal income tax purposes,
for any
Distribution Date with respect to the REMIC 3 Regular Interests the
ownership of
which is represented by the Regular Certificates (other than the
Class C
Certificates or Class P Certificates), the economic equivalent of
such rate
shall be expressed as the weighted average (adjusted for the actual
number of
days elapsed in the related Interest Accrual Period) of the
Uncertificated REMIC
2 Pass-Through Rate on the REMIC 2 Regular Interests (other than
REMIC 2 Regular
Interest LTIO), weighted on the basis of the Uncertificated
Principal Balance of
each such REMIC 2 Regular Interest.
"Net WAC Rate Carryover Amount": With respect to any Class of Class
A
Certificates and Mezzanine Certificates and any Distribution Date,
the sum of
(A) the positive excess of (i) the amount of interest accrued on
such Class of
Certificates for such Distribution Date calculated at the related
Formula Rate
over (ii) the amount of interest accrued on such Class of
Certificates at the
related Net WAC Rate for such Distribution Date and (B) the related
Net WAC Rate
Carryover Amount for the previous Distribution Date not previously
paid,
together with interest thereon at a rate equal to the related
Formula Rate, in
each case for such Distribution Date and for such related Accrual
Period.
"Net WAC Rate Carryover Reserve Account": The reserve account
established and maintained pursuant to Section 3.28.
"New Lease": Any lease of REO Property entered into on behalf of
the
Trust, including any lease renewed or extended on behalf of the
Trust if the
Trust has the right to renegotiate the terms of such lease.
"NIMS Insurer": Any insurer that is guaranteeing certain payments
under
notes secured by collateral which includes all or a portion of the
Class C
Certificates, the Class P Certificates and/or the Residual
Certificates.
"Nonrecoverable Advance": Any Advance or Servicing Advance
previously
made or proposed to be made in respect of a Mortgage Loan or REO
Property that,
in the good faith business judgment of the Master Servicer, will
not be
ultimately recoverable from Late Collections, Insurance Proceeds,
Liquidation
Proceeds or condemnation proceeds on such Mortgage Loan or REO
Property as
provided herein.
"Notional Amount": Immediately prior to any Distribution Date,
with
respect to the Class C Interest, the aggregate of the
Uncertificated Principal
Balances of the REMIC 2 Regular Interests (other than REMIC 2
Regular Interest
LTIO and REMIC 2 Regular Interest LTP).
"Offered Certificates": The Class A Certificates, the Class M-1
Certificates, the Class M-2 Certificates, the Class M-3
Certificates, the Class
M-4 Certificates, the Class M-5 Certificates, the Class M-6
Certificates, the
Class M-7 Certificates, the Class M-8 Certificates, the Class M-9
Certificates,
the Class M-10 Certificates and the Class M-11 Certificates offered
to the
public pursuant to the Prospectus Supplement.
"Officers' Certificate": A certificate signed by the Chairman of
the
Board, the Vice Chairman of the Board, the President or a vice
president
(however denominated), and by the Treasurer, the Secretary, or one
of the
assistant treasurers or assistant secretaries or Servicing Officers
of the
Master Servicer, the Originator or the Depositor, as
applicable.
"Opinion of Counsel": A written opinion of counsel, who may,
without
limitation, be a salaried counsel for the Depositor or the Master
Servicer,
acceptable to the Trustee, except that any opinion of counsel
relating to (a)
the qualification of any REMIC as a REMIC or (b) compliance with
the REMIC
Provisions must be an opinion of Independent counsel.
"Optional Termination Date": The first Distribution Date on which
the
Master Servicer or the NIMS Insurer may opt to terminate the Trust
Fund pursuant
to Section 10.01.
"Original Class Certificate Principal Balance": With respect to
the
Class A Certificates, the Mezzanine Certificates, the Class C
Interest, the
Class C Certificates, the Class P Interest and the Class P
Certificates, the
corresponding amounts set forth opposite such Class above in the
Preliminary
Statement.
"Originator": Option One Mortgage Corporation, a California
corporation, or its successor in interest, in its capacity as
originator under
the Mortgage Loan Purchase Agreement.
"Overcollateralization Deficiency Amount": With respect to any
Distribution Date, the amount, if any, by which the
Overcollateralization Target
Amount exceeds the Overcollateralized Amount on such Distribution
Date (after
giving effect to distributions in respect of the Group I Basic
Principal
Distribution Amount and the Group II Basic Principal Distribution
Amount on such
Distribution Date).
"Overcollateralization Floor": With respect to the Mezzanine
Certificates, [$________________].
"Overcollateralization Release Amount": With respect to any
Distribution Date, the lesser of (x) the Principal Remittance
Amount for such
Distribution Date and (y) the Excess Overcollateralized Amount.
"Overcollateralization Target Amount": With respect to any
Distribution
Date, prior to the Stepdown Date will be [____]% of the aggregate
Principal
Balance of the Mortgage Loans as of the Cut-off Date. The
Overcollateralization
Target Amount on or after the Stepdown Date will be the lesser of
the amount set
forth in the preceding sentence and [____]% of the aggregate Stated
Principal
Balance of the Mortgage Loans for the related Distribution Date,
subject to a
floor equal to [____]% of the aggregate Stated Principal Balance of
the Mortgage
Loans as of the Cut-off Date; provided however, if a Trigger Event
is in effect
on the related Distribution Date, the Overcollateralization Target
Amount will
be equal to the Overcollateralization Target Amount for the
previous
Distribution Date. Notwithstanding the foregoing, on and after any
Distribution
Date following the reduction of the aggregate Certificate Principal
Balance of
the Class A Certificates and the Mezzanine Certificates to zero,
the
Overcollateralization Target Amount shall be zero.
"Overcollateralized Amount": For any Distribution Date, is the
amount,
equal to (i) the sum of the aggregate Stated Principal Balance of
the Mortgage
Loans as of the last day of the related Due Period (after giving
effect to
scheduled payments of principal due during the related Due Period,
to the extent
received or advanced, and unscheduled collections of principal
received during
the related Prepayment Period) minus (ii) the sum of the aggregate
Certificate
Principal Balance of the Class A Certificates, the Mezzanine
Certificates and
the Class P Certificates as of such Distribution Date (after giving
effect to
distributions to be made on such Distribution Date).
"Ownership Interest": As to any Certificate, any ownership or
security
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, as owner or as pledgee.
"Pass-Through Rate": With respect to any Class of the Class A
and
Mezzanine Certificates and any Distribution Date, the lesser of (x)
the related
Formula Rate for such Distribution Date and (y) the Net WAC Rate
for such
Distribution Date.
With respect to the Class C Interest and any Distribution Date, a
per
annum rate equal to the percentage equivalent of a fraction, the
numerator of
which is (x) the sum of (i) [____]% of the interest on REMIC 2
Regular Interest
LTP and (ii) interest on the Uncertificated Balance of each REMIC 2
Regular
Interest listed in clause (y) at a rate equal to the related
Uncertificated
REMIC 2 Pass-Through Rate minus the Marker Rate and the denominator
of which is
(y) the aggregate Uncertificated Balance of REMIC 1 Regular
Interests LTAA,
LTA1, LTA2, LTA3, LTA4, LTM1, LTM2, LTM3, LTM4, LTM5, LTM6, LTM7,
LTM8, LTM9,
LTM10, LTM11 and LTZZ.
With respect to the Class C Certificates, [____]% of the
interest
distributable to the Class C Interest, expressed as a per annum
rate on its
Notional Amount.
With respect to the Class Swap-IO Interest, the Class Swap IO
Interest
shall not have a Pass-Through Rate, but interest for such Regular
Interest and
each Distribution Date shall be an amount equal to [____]% of the
amounts
distributable to REMIC 2 Regular Interest LTIO for such
Distribution Date.
"Paying Agent": Any paying agent appointed pursuant to Section
5.05.
"Percentage Interest": With respect to any Certificate (other than
a
Residual Certificate), a fraction, expressed as a percentage, the
numerator of
which is the Initial Certificate Principal Balance or Notional
Amount
represented by such Certificate and the denominator of which is the
Original
Class Certificate Principal Balance or initial Notional Amount of
the related
Class. With respect to a Residual Certificate, the portion of the
Class
evidenced thereby, expressed as a percentage, as stated on the face
of such
Certificate; PROVIDED, HOWEVER, that the sum of all such
percentages for each
such Class totals [____]%. -------- -------
"Periodic Rate Cap": With respect to each Adjustable Rate Mortgage
Loan
and any Adjustment Date therefor, the fixed percentage set forth in
the related
Mortgage Note, which is the maximum amount by which the Mortgage
Rate for such
Mortgage Loan may increase or decrease (without regard to the
Maximum Mortgage
Rate or the Minimum Mortgage Rate) on such Adjustment Date from the
Mortgage
Rate in effect immediately prior to such Adjustment Date.
"Permitted Investments": Any one or more of the following
obligations
or securities acquired at a purchase price of not greater than par,
regardless
of whether issued or managed by the Depositor, the Master Servicer,
the NIMS
Insurer, the Trustee or any of their respective Affiliates or for
which an
Affiliate of the NIMS Insurer or Trustee serves as an advisor:
(i) direct obligations of, or obligations fully guaranteed as
to timely payment of principal and interest by, the United States
or
any agency or instrumentality thereof, provided such obligations
are
backed by the full faith and credit of the United States;
(ii) (A) demand and time deposits in, certificates of deposit
of, bankers' acceptances issued by or federal funds sold by any
depository institution or trust company (including the Trustee or
its
agent acting in their respective commercial capacities)
incorporated
under the laws of the United States of America or any state thereof
and
subject to supervision and examination by federal and/or state
authorities, so long as, at the time of such investment or
contractual
commitment providing for such investment, such depository
institution
or trust company (or, if the only Rating Agency is S&P, in the
case of
the principal depository institution in a depository
institution
holding company, debt obligations of the depository institution
holding
company) or its ultimate parent has a short-term uninsured debt
rating
in the highest available rating category of Fitch, Moody's and
S&P and
provided that each such investment has an original maturity of no
more
than 365 days; and provided further that, if the only Rating Agency
is
S&P and if the depository or trust company is a principal
subsidiary of
a bank holding company and the debt obligations of such subsidiary
are
not separately rated, the applicable rating shall be that of the
bank
holding company; and, provided further that, if the original
maturity
of such short-term obligations of a domestic branch of a
foreign
depository institution or trust company shall exceed 30 days,
the
short-term rating of such institution shall be A-1+ in the case of
S&P
if S&P is the Rating Agency; and (B) any other demand or time
deposit
or deposit which is fully insured by the FDIC;
(iii) repurchase obligations with a term not to exceed 30 days
with respect to any security described in clause (i) above and
entered
into with a depository institution or trust company (acting as
principal) rated A-1+ by S&P, A2 or higher by Moody's, and F-1+
or
higher by Fitch, provided, however, that collateral transferred
pursuant to such repurchase obligation must be of the type
described in
clause (i) above and must (A) be valued daily at current market
prices
plus accrued interest, (B) pursuant to such valuation, be equal, at
all
times, to [____]% of the cash transferred by the Trustee in
exchange
for such collateral and (C) be delivered to the Trustee or, if
the
Trustee is supplying the collateral, an agent for the Trustee, in
such
a manner as to accomplish perfection of a security interest in
the
collateral by possession of certificated securities;
(iv) securities bearing interest or sold at a discount that
are issued by any corporation incorporated under the laws of the
United
States of America or any State thereof and that are rated by a
Rating
Agency in its highest long-term unsecured rating category at the
time
of such investment or contractual commitment providing for such
investment;
(v) commercial paper (including both non-interest-bearing
discount obligations and interest-bearing obligations payable on
demand
or on a specified date not more than 30 days after the date of
acquisition thereof) that is rated by a Rating Agency in its
highest
short-term unsecured debt rating available at the time of such
investment;
(vi) units of money market funds, including those managed or
advised by the Trustee or its Affiliates, that have been rated
"AAAm"
by
S&P, "AAA" by Fitch (if rated by Fitch) and "Aaa" by Moody's;
and
(vii) if previously confirmed in writing to the Trustee, any
other demand, money market or time deposit, or any other
obligation,
security or investment, as may be acceptable to the Rating Agencies
in
writing as a permitted investment of funds backing securities
having
ratings equivalent to its highest initial rating of the Class A
Certificates;
provided, that no instrument described hereunder shall evidence
either the right
to receive (a) only interest with respect to the obligations
underlying such
instrument or (b) both principal and interest payments derived from
obligations
underlying such instrument and the interest and principal payments
with respect
to such instrument provide a yield to maturity at par greater than
[____]% of
the yield to maturity at par of the underlying obligations.
"Permitted Transferee": Any transferee of a Residual Certificate
other
than a Disqualified Organization or a non-U.S. Person.
"Person": Any individual, corporation, limited liability
company,
partnership, joint venture, association, joint stock company,
trust,
unincorporated organization or government or any agency or
political subdivision
thereof.
"Plan": Any employee benefit plan or certain other retirement plans
and
arrangements, including individual retirement accounts and
annuities, Keogh
plans and bank collective investment funds and insurance company
general or
separate accounts in which such plans, accounts or arrangements are
invested,
that are subject to ERISA or Section 4975 of the Code.
"Pool Balance": As of any date of determination, the aggregate
Stated
Principal Balance of the Mortgage Loans in both Loan Groups as of
such date.
"Prepayment Assumption": As defined in the Prospectus
Supplement.
"Prepayment Charge": With respect to any Mortgage Loan, the
charges,
fees, penalties or premiums, if any, due in connection with a full
or partial
prepayment of such Mortgage Loan in accordance with the terms
thereof (other
than any Master Servicer Prepayment Charge Payment Amount).
"Prepayment Charge Schedule": As of any date, the list of
Prepayment
Charges on the Mortgage Loans included in the Trust Fund on such
date, attached
hereto as Schedule I (including the prepayment charge summary
attached thereto).
The Prepayment Charge Schedule shall be prepared by the Master
Servicer (in its
capacity as Originator) and set forth the following information
with respect to
each Prepayment Charge:
(i) the
Mortgage Loan identifying number;
(ii)
a code indicating the type of Prepayment Charge;
(iii) the
state of origination of the related Mortgage Loan;
(iv)
the date on which the first monthly payment was due on the
related Mortgage Loan;
(v) the term
of the related Prepayment Charge; and
(vi)
the principal balance of the related Mortgage Loan as of the
Cut-off Date.
The Prepayment Charge Schedule shall be amended from time to time
by
the Master Servicer in accordance with the provisions of this
Agreement and a
copy of such amended Prepayment Charge Schedule shall be furnished
by the Master
Servicer to the NIMS Insurer.
"Prepayment Interest Excess": With respect to any Distribution
Date,
for each Mortgage Loan that was the subject of a Principal
Prepayment in full
during the portion of the related Prepayment Period occurring
between the first
day and the Determination Date of the calendar month in which such
Distribution
Date occurs, an amount equal to interest (to the extent received)
at the
applicable Net Mortgage Rate on the amount of such Principal
Prepayment for the
number of days commencing on the first day of the calendar month in
which such
Distribution Date occurs and ending on the date on which such
prepayment is so
applied.
"Prepayment Interest Shortfall": With respect to any Distribution
Date,
for each Mortgage Loan that was the subject of a Principal
Prepayment in full
during the portion of the related Prepayment Period occurring
between the first
day of the related Prepayment Period and the last day of the
calendar month
preceding the month in which such Distribution Date occurs, an
amount equal to
one month's interest on the Mortgage Loan less any payments made by
the
Mortgagor. The obligations of the Master Servicer in respect of any
Prepayment
Interest Shortfall are set forth in Section 3.24.
"Prepayment Period": With respect to any Distribution Date, the
period
commencing on the day after the Determination Date in the calendar
month
preceding the calendar month in which such Distribution Date occurs
(or, in the
case of the first Distribution Date, commencing on
[______________]) and ending
on the Determination Date of the calendar month in which such
Distribution Date
occurs.
"Principal Balance": As to any Mortgage Loan other than a
Liquidated
Mortgage Loan, and any day, the related Cut-off Date Principal
Balance, MINUS
all collections credited against the Principal Balance of any such
Mortgage
Loan. For purposes of this definition, a Liquidated Mortgage Loan
shall be
deemed to have a Principal Balance equal to the Principal Balance
of the related
Mortgage Loan as of the final recovery of related Liquidation
Proceeds and a
Principal Balance of zero thereafter. As to any REO Property and
any day, the
Principal Balance of the related Mortgage Loan immediately prior to
such
Mortgage Loan becoming REO Property minus any REO Principal
Amortization
received with respect thereto on or prior to such day.
"Principal Prepayment": Any payment of principal made by the
Mortgagor
on a Mortgage Loan which is received in advance of its scheduled
Due Date and
which is not accompanied by an amount of interest representing the
full amount
of scheduled interest due on any Due Date in any month or months
subsequent to
the month of prepayment.
"Principal Remittance Amount": With respect to any Distribution
Date,
the sum of (i) the Group I Principal Remittance Amount and (ii) the
Group II
Principal Remittance Amount.
"Prospectus Supplement": That certain Prospectus Supplement
dated
[______________] relating to the public offering of the Offered
Certificates.
"Purchase Price": With respect to any Mortgage Loan or REO Property
to
be purchased pursuant to or as contemplated by Section 2.03, and as
confirmed by
an Officers' Certificate from the Master Servicer to the Trustee,
an amount
equal to the sum of (i) [____]% of the Stated Principal Balance
thereof as of
the date of purchase, (ii) in the case of (x) a Mortgage Loan,
accrued interest
on such Stated Principal Balance at the applicable Mortgage Rate in
effect from
time to time from the Due Date as to which interest was last
covered by a
payment by the Mortgagor or an advance by the Master Servicer,
which payment or
advance had as of the date of purchase been distributed pursuant to
Section
4.01, through the end of the calendar month in which the purchase
is to be
effected, and (y) an REO Property, the sum of (1) accrued interest
on such
Stated Principal Balance at the applicable Mortgage Rate in effect
from time to
time from the Due Date as to which interest was last covered by a
payment by the
Mortgagor or an advance by the Master Servicer through the end of
the calendar
month immediately preceding the calendar month in which such REO
Property was
acquired, plus (2) REO Imputed Interest for such REO Property for
each calendar
month commencing with the calendar month in which such REO Property
was acquired
and ending with the calendar month in which such purchase is to be
effected, net
of the total of all net rental income, Insurance Proceeds,
Liquidation Proceeds
and Advances that as of the date of purchase had been distributed
as or to cover
REO Imputed Interest pursuant to Section 4.04, (iii) any
unreimbursed Servicing
Advances and Advances and any unpaid Servicing Fees allocable to
such Mortgage
Loan or REO Property, (iv) any amounts previously withdrawn from
the Collection
Account in respect of such Mortgage Loan or REO Property pursuant
to Section
3.23 and (v) in the case of a Mortgage Loan required to be
purchased pursuant to
Section 2.03, expenses reasonably incurred or to be incurred by the
Master
Servicer, the NIMS Insurer or the Trustee in respect of the breach
or defect
giving rise to the purchase obligation including any costs and
damages incurred
by the Trust in connection with any violation by such loan of any
predatory or
abusive lending law.
"Qualified Insurer": Any insurance company acceptable to Fannie
Mae.
"Qualified Substitute Mortgage Loan": A mortgage loan substituted
for a
Deleted Mortgage Loan pursuant to the terms of this Agreement or
the Mortgage
Loan Purchase Agreement which must, on the date of such
substitution, (i) have
an outstanding principal balance (or in the case of a substitution
of more than
one mortgage loan for a Deleted Mortgage Loan, an aggregate
principal balance),
after application of all scheduled payments of principal and
interest due during
or prior to the month of substitution, not in excess of, and not
more than
[____]% less than, the outstanding principal balance of the Deleted
Mortgage
Loan as of the Due Date in the calendar month during which the
substitution
occurs, (ii) have a Mortgage Rate not less than (and not more than
one
percentage point in excess of) the Mortgage Rate of the Deleted
Mortgage Loan,
(iii) if the Qualified Substitute Mortgage Loan is an Adjustable
Rate Mortgage
Loan, have a Maximum Mortgage Rate not less than the Maximum
Mortgage Rate on
the Deleted Mortgage Loan, (iv) if the Qualified Substitute
Mortgage Loan is an
Adjustable Rate Mortgage Loan, have a Minimum Mortgage Rate not
less than the
Minimum Mortgage Rate of the Deleted Mortgage Loan, (v) if the
Qualified
Substitute Mortgage Loan is an Adjustable Rate Mortgage Loan, have
a Gross
Margin equal to or greater than the Gross Margin of the Deleted
Mortgage Loan,
(vi) if the Qualified Substitute Mortgage Loan is an Adjustable
Rate Mortgage
Loan, have a next Adjustment Date not more than two months later
than the next
Adjustment Date on the Deleted Mortgage Loan, (vii) have a
remaining term to
maturity not greater than (and not more than one year less than)
that of the
Deleted Mortgage Loan, (viii) be current as of the date of
substitution, (ix)
have a Loan-to-Value Ratio as of the date of substitution equal to
or lower than
the Loan-to-Value Ratio of the Deleted Mortgage Loan as of such
date, (x) have a
risk grading determined by the Originator at least equal to the
risk grading
assigned on the Deleted Mortgage Loan, (xi) have been underwritten
or
reunderwritten by the Originator in accordance with the same
underwriting
criteria and guidelines as the Deleted Mortgage Loan, (xii) have a
Prepayment
Charge provision at least equal to the Prepayment Charge provision
of the
Deleted Mortgage Loan, (xiii) conform to each representation and
warranty set
forth in Section 3.01 of the Mortgage Loan Purchase Agreement
applicable to the
Deleted Mortgage Loan, (xiv) have the same Due Date as the Deleted
Mortgage
Loan, (xv) [reserved] and (xvi) not be a Convertible Mortgage Loan
unless that
Deleted Mortgage Loan was a Convertible Mortgage Loan. In the event
that one or
more mortgage loans are substituted for one or more Deleted
Mortgage Loans, the
amounts described in clause (i) hereof shall be determined on the
basis of
aggregate principal balances, the Mortgage Rates described in
clauses (ii)
through (vi) hereof shall be satisfied for each such mortgage loan,
the risk
gradings described in clause (x) hereof shall be satisfied as to
each such
mortgage loan, the terms described in clause (vii) hereof shall be
determined on
the basis of weighted average remaining term to maturity (provided
that no such
mortgage loan may have a remaining term to maturity longer than the
Deleted
Mortgage Loan), the Loan-to-Value Ratios described in clause (ix)
hereof shall
be satisfied as to each such mortgage loan and, except to the
extent otherwise
provided in this sentence, the representations and warranties
described in
clause (xii) hereof must be satisfied as to each Qualified
Substitute Mortgage
Loan or in the aggregate, as the case may be.
"Rating Agency or
Rating Agencies": Fitch, Moody's and S&P or their
successors. If such agencies or their successors are no longer in
existence,
"Rating Agencies" shall be such nationally recognized statistical
rating
agencies, or other comparable Persons, designated by the Depositor,
notice of
which designation shall be given to the Trustee and Master
Servicer.
"Realized Loss": With respect to any Liquidated Mortgage Loan,
the
amount of loss realized equal to the portion of the Stated
Principal Balance
remaining unpaid after application of all Net Liquidation Proceeds
in respect of
such Mortgage Loan. "Record Date": With respect to (i) the Class P
Certificates,
the Class C Certificates and the Residual Certificates, the Close
of Business on
the last Business Day of the calendar month preceding the month in
which the
related Distribution Date occurs and (ii) with respect to the Class
A
Certificates and the Mezzanine Certificates, the Close of Business
on the
Business Day immediately preceding the related Distribution Date;
PROVIDED,
HOWEVER, that following the date on which Definitive Certificates
for a Class A
Certificate or a Mezzanine Certificate are available pursuant to
Section 5.02,
the Record Date for such Certificates shall be the last Business
Day of the
calendar month preceding the month in which the related
Distribution Date
occurs.
"Reference Banks": Those banks (i) with an established place of
business in London, England, (ii) not controlling, under the
control of or under
common control with the Depositor, the Originator or the Master
Servicer or any
affiliate thereof and (iii) which have been designated as such by
the Depositor;
PROVIDED, HOWEVER, that if fewer than two of such banks provide a
LIBOR rate,
then any leading banks selected by the Depositor which are engaged
in
transactions in United States dollar deposits in the international
Eurocurrency
market.
"Regular Certificate": Any of the Class A Certificates,
Mezzanine
Certificates, Class C Certificates or Class P Certificates.
"Relief Act": The Servicemembers Civil Relief Act.
"Relief Act Interest Shortfall": With respect to any Distribution
Date,
for any Mortgage Loan with respect to which there has been a
reduction in the
amount of interest collectible thereon for the most recently ended
Due Period as
a result of the application of the Relief Act or any similar state
law, the
amount by which (i) interest collectible on such Mortgage Loan
during such Due
Period is less than (ii) one month's interest on the Stated
Principal Balance of
such Mortgage Loan at the Mortgage Rate for such Mortgage Loan
before giving
effect to the application of the Relief Act.
"REMIC": A "real estate mortgage investment conduit" within the
meaning
of Section 860D of the Code.
"REMIC 1": The segregated pool of assets subject hereto,
constituting
the primary trust created hereby and to be administered hereunder,
with respect
to which a REMIC election is to be made consisting of: (i) such
Mortgage Loans
as from time to time are subject to this Agreement, together with
the Mortgage
Files relating thereto, and together with all collections thereon
and proceeds
thereof, (ii) any REO Property, together with all collections
thereon and
proceeds thereof, (iii) the Trustee's rights with respect to the
Mortgage Loans
under all insurance policies, required to be maintained pursuant to
this
Agreement and any proceeds thereof, (iv) the Depositor's rights
under the
Mortgage Loan Purchase Agreement (including any security interest
created
thereby) and (v) the Collection Account, the Distribution Account
(subject to
the last sentence of this definition) and any REO Account and such
assets that
are deposited therein from time to time and any investments
thereof, together
with any and all income, proceeds and payments with respect
thereto.
Notwithstanding the foregoing, however, a REMIC election will not
be made with
respect to the Net WAC Rate Carryover Reserve Account, the Master
Servicer
Prepayment Charge Payment Amounts, the Interest Rate Swap Agreement
or the Swap
Account.
"REMIC 1 Regular Interests": One of the 92 separate
non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and
designated as a
Regular Interest in REMIC 1. Each REMIC 1 Regular Interest shall
accrue interest
at the related Uncertificated REMIC 1 Pass-Through Rate in effect
from time to
time, and shall be entitled to distributions of principal, subject
to the terms
and conditions hereof, in an aggregate amount equal to its
initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
"REMIC 2": The segregated pool of assets consisting of all of the
REMIC
1 Regular Interests conveyed in trust to the Trustee, for the
benefit of the
Holders of the Regular Certificates and the Class R Certificate (in
respect of
the Class R-2 Interest), pursuant to Article II hereunder, and all
amounts
deposited therein, with respect to which a separate REMIC election
is to be
made.
"REMIC 2 Interest Loss Allocation Amount": With respect to any
Distribution Date, an amount equal to (a) the product of (i) the
sum of the
aggregate Stated Principal Balance of the Mortgage Loans and (ii)
the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular
Interest LTAA minus
the Marker Rate, divided by (b) 12.
"REMIC 2 Overcollateralization Target Amount": [____]% of the
Overcollateralization Target Amount.
"REMIC 2 Overcollateralized Amount": With respect to any date
of
determination, (i) [____]% of the aggregate Uncertificated
Principal Balance of
the REMIC 2 Regular Interests minus (ii) the aggregate of the
Uncertificated
Principal Balances of REMIC 2 Regular Interest LTA1, REMIC 2
Regular Interest
LTA2, REMIC 2 Regular Interest LTA3, REMIC 2 Regular Interest LTA4,
REMIC 2
Regular Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC 2
Regular Interest
LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest LTM5,
REMIC 2
Regular Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC 2
Regular Interest
LTM8, REMIC 2 Regular Interest LTM9, REMIC 2 Regular Interest
LTM10, REMIC 2
Regular Interest LTM11 and REMIC 2 Regular Interest LTP, in each
case as of such
date of determination.
"REMIC 2 Principal Loss Allocation Amount": With respect to any
Distribution Date, an amount equal to (a) the product of (i) the
sum of the
aggregate Stated Principal Balance of the Mortgage Loans and
related REO
Properties then outstanding and (ii) 1 minus a fraction, the
numerator of which
is two times the aggregate of the Uncertificated Principal Balances
of REMIC 2
Regular Interest LTA1, REMIC 2 Regular Interest LTA2, REMIC 2
Regular Interest
LTA3, REMIC 2 Regular Interest LTA4, REMIC 2 Regular Interest LTM1,
REMIC 2
Regular Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2
Regular Interest
LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6,
REMIC 2
Regular Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2
Regular Interest
LTM9, REMIC 2 Regular Interest LTM10 and REMIC 2 Regular Interest
LTM11 and the
denominator of which is the aggregate of the Uncertificated
Principal Balances
of REMIC 2 Regular Interest LTA1, REMIC 2 Regular Interest LTA2,
REMIC 2 Regular
Interest LTA3, REMIC 2 Regular Interest LTA4, REMIC 2 Regular
Interest LTM1,
REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC
2 Regular
Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular
Interest LTM6,
REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC
2 Regular
Interest LTM9, REMIC 2 Regular Interest LTM10, REMIC 2 Regular
Interest LTM11
and REMIC 2 Regular Interest LTZZ.
"REMIC 2 Regular Interests": One of the separate
non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and
designated as a
Regular Interest in REMIC 2. Each REMIC 2 Regular Interest shall
accrue interest
at the related Uncertificated REMIC 2 Pass-Through Rate in effect
from time to
time, and shall be entitled to distributions of principal (other
than REMIC 2
Regular Interest LTIO), subject to the terms and conditions hereof,
in an
aggregate amount equal to its initial Uncertificated Principal
Balance as set
forth in the Preliminary Statement hereto. The following is a list
of each of
the REMIC 2 Regular Interests: REMIC 2 Regular Interest LTAA, REMIC
2 Regular
Interest LTA1, REMIC 2 Regular Interest LTA2, REMIC 2 Regular
Interest LTA3,
REMIC 2 Regular Interest LTA4, REMIC 2 Regular Interest LTM1, REMIC
2 Regular
Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular
Interest LTM4,
REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6, REMIC
2 Regular
Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular
Interest LTM9,
REMIC 2 Regular Interest LTM10, REMIC 2 Regular Interest LTM11,
REMIC 2 Regular
Interest LTZZ, REMIC 2 Regular Interest LTP and REMIC 2 Regular
Interest LTIO,
each of which is a separate non-certificated beneficial ownership
interests in
REMIC 2.
"REMIC 3": The segregated pool of assets consisting of all of the
REMIC
2 Regular Interests conveyed in trust to the Trustee, for the
benefit of the
Holders of the Regular Certificates and the Class R Certificate (in
respect of
the Class R-3 Interest), pursuant to Article II hereunder, and all
amounts
deposited therein, with respect to which a separate REMIC election
is to be
made.
"REMIC 3 Regular Interests": Any Class A Certificate, Mezzanine
Certificate, Class C Interest, Class P Interest or Class SWAP-IO
Interest.
"REMIC 4": The segregated pool of assets consisting of the Class
C
Interest conveyed in trust to the Trustee, for the benefit of the
Holders of the
Regular Certificates and the Class R-X Certificates (in respect of
the Class R-4
Interest), pursuant to Section 2.07, and all amounts deposited
therein, with
respect to which a separate REMIC election is to be made.
"REMIC 5": The segregated pool of assets consisting of the Class
P
Interest conveyed in trust to the Trustee, for the benefit of the
Holders of the
Regular Certificates and the Class R-X Certificates (in respect of
the Class R-5
Interest), pursuant to Section 2.07, and all amounts deposited
therein, with
respect to which a separate REMIC election is to be made.
"REMIC 6": The segregated pool of assets consisting of the
Class
SWAP-IO Interest conveyed in trust to the Trustee, for the benefit
of the
Holders of REMIC 6 Regular Interest SWAP-IO and the Class R-X
Certificate (in
respect of the Class R-6 Interest), pursuant to Section 2.07, and
all amounts
deposited therein, with respect to which a separate REMIC election
is to be
made.
"REMIC 6 Regular Interest": REMIC 6 Regular Interest SWAP-IO.
"REMIC 6 Regular Interest SWAP-IO": The non-certificated
beneficial
ownership interest in REMIC 6 issued hereunder and designated as a
Regular
Interest in REMIC 6. REMIC 6 Regular Interest SWAP-IO shall be
entitled to
[____]% of amounts distributed in respect of The Class SWAP-IO
Interest.
"REMIC Provisions": Provisions of the federal income tax law
relating
to real estate mortgage investment conduits which appear at Section
860A through
860G of Subchapter M of Chapter 1 of the Code, and related
provisions, and
regulations and rulings promulgated thereunder, as the foregoing
may be in
effect from time to time.
"REMIC Regular Interests": The REMIC 1 Regular Interests, REMIC
2
Regular Interests, the Class C Interest, Class P Interest or Class
SWAP-IO
Interest.
"Remittance Report": A report prepared by the Master Servicer
and
delivered to the Trustee and the NIMS Insurer pursuant to Section
4.04.
"Rents from Real Property": With respect to any REO Property,
gross
income of the character described in Section 856(d) of the
Code.
"REO Account": The account or accounts maintained by the Master
Servicer in respect of an REO Property pursuant to Section
3.23.
"REO Disposition": The sale or other disposition of an REO Property
on
behalf of the Trust Fund.
"REO Imputed Interest": As to any REO Property, for any calendar
month
during which such REO Property was at any time part of the Trust
Fund, one
month's interest at the applicable Net Mortgage Rate on the Stated
Principal
Balance of such REO Property (or, in the case of the first such
calendar month,
of the related Mortgage Loan if appropriate) as of the Close of
Business on the
Distribution Date in such calendar month.
"REO Principal Amortization": With respect to any REO Property, for
any
calendar month, the excess, if any, of (a) the aggregate of all
amounts received
in respect of such REO Property during such calendar month, whether
in the form
of rental income, sale proceeds (including, without limitation,
that portion of
the Termination Price paid in connection with a purchase of all of
the Mortgage
Loans and REO Properties pursuant to Section 10.01 that is
allocable to such REO
Property) or otherwise, net of any portion of such amounts (i)
payable pursuant
to Section 3.23 in respect of the proper operation, management and
maintenance
of such REO Property or (ii) payable or reimbursable to the Master
Servicer
pursuant to Section 3.23 for unpaid Servicing Fees in respect of
the related
Mortgage Loan and unreimbursed Servicing Advances and Advances in
respect of
such REO Property or the related Mortgage Loan, over (b) the REO
Imputed
Interest in respect of such REO Property for such calendar
month.
"REO Property": A Mortgaged Property acquired by the Master
Servicer on
behalf of the Trust Fund through foreclosure or deed-in-lieu of
foreclosure, as
described in Section 3.23.
"Request for Release": A release signed by a Servicing Officer, in
the
form of Exhibit E attached hereto.
"Reserve Interest Rate": With respect to any Interest
Determination
Date, the rate per annum that the Trustee determines to be either
(i) the
arithmetic mean (rounded upwards if necessary to the nearest whole
multiple of
1/16 of 1%) of the one-month United States dollar lending rates
which banks in
The City of New York selected by the Depositor are quoting on the
relevant
Interest Determination Date to the principal London offices of
leading banks in
the London interbank market or (ii) in the event that the Trustee
can determine
no such arithmetic mean, in the case of any Interest Determination
Date after
the initial Interest Determination Date, the lowest one-month
United States
dollar lending rate which such New York banks selected by the
Depositor are
quoting on such Interest Determination Date to leading European
banks.
"Residential Dwelling": Any one of the following: (i) a
detached
one-family dwelling, (ii) a detached two- to four-family dwelling,
(iii) a
one-family dwelling unit in a Fannie Mae eligible condominium
project, (iv) a
manufactured home, or (v) a detached one-family dwelling in a
planned unit
development, none of which is a mobile home.
"Residual Certificate": Any Class R Certificates or Class R-X
Certificates.
"Residual Interest": The sole class of "residual interests" in a
REMIC
within the meaning of Section 860G(a)(2) of the Code.
"Responsible Officer": When used with respect to the Trustee,
the
Chairman or Vice Chairman of the Board of Directors or Trustees,
the Chairman or
Vice Chairman of the Executive or Standing Committee of the Board
of Directors
or Trustees, the President, any vice president, any assistant vice
president,
the Secretary, any assistant secretary, the Treasurer, any
assistant treasurer,
the Cashier, any assistant cashier, any trust officer or assistant
trust
officer, the Controller and any assistant controller or any other
officer of the
Trustee customarily performing functions similar to those performed
by any of
the above designated officers and, with respect to a particular
matter, to whom
such matter is referred because of such officer's knowledge of and
familiarity
with the particular subject.
"S&P": Standard & Poor's Ratings Services, a division of
The
McGraw-Hill Companies, Inc., or its successor in interest.
"Seller": Any one or
all of: (i) Option One Mortgage Corporation, a California
corporation or (ii)
Option One Owner Trust 2001-1A, Option One Owner Trust 2001-1B,
Option One Owner
Trust 2001-2, Option One Owner Trust 2002-3, Option One Owner Trust
2003-4,
Option One Owner Trust 2003-5, Option One Owner Trust 2005-6 and/or
Option One
Owner Trust 2005-7, each a Delaware statutory trust.
"Senior Credit Enhancement Percentage": For any Distribution Date,
the
percentage equivalent of a fraction, the numerator of which is the
aggregate
Certificate Principal Balance of the Mezzanine Certificates and the
Class C
Certificates, and the denominator of which is the aggregate Stated
Principal
Balance of the Mortgage Loans, calculated prior to taking into
account payments
of principal on the Mortgage Loans and distribution of the Group I
Principal
Distribution Amount and the Group II Principal Distribution Amount
to the
Holders of the Certificates then entitled to distributions of
principal on such
Distribution Date.
"Servicing Account": The account or accounts created and
maintained
pursuant to Section 3.09.
"Servicing Advances": All customary, reasonable and necessary "out
of
pocket" costs and expenses (including reasonable attorneys' fees
and expenses)
incurred by the Master Servicer in the performance of its servicing
obligations,
including, but not limited to, the cost of (i) the preservation,
restoration,
inspection and protection of the Mortgaged Property, (ii) any
enforcement or
judicial proceedings, including foreclosures, (iii) the management
and
liquidation of the REO Property and (iv) compliance with the
obligations under
Sections 3.01, 3.09, 3.16, and 3.23.
"Servicing Fee": With respect to each Mortgage Loan and for any
calendar month, an amount equal to one month's interest (or in the
event of any
payment of interest which accompanies a Principal Prepayment in
full or in part
made by the Mortgagor during such calendar month, interest for the
number of
days covered by such payment of interest) at the Servicing Fee Rate
on the same
principal amount on which interest on such Mortgage Loan accrues
for such
calendar month. A portion of such Servicing Fee may be retained by
any
Sub-Servicer as its servicing compensation.
"Servicing Fee Rate": [____]% per annum for the first 10 Due
Periods,
[____]% per annum for the 11th through 30th Due Periods and [____]%
per annum
for all Due Periods thereafter.
"Servicing Officer": Any employee or officer of the Master
Servicer
involved in, or responsible for, the administration and servicing
of Mortgage
Loans, whose name and specimen signature appear on a list of
servicing officers
furnished by the Master Servicer to the Trustee and the Depositor
on the Closing
Date, as such list may from time to time be amended.
"Servicing Standard": The standards set forth in Section 3.01.
"Servicing Transfer Costs": All reasonable costs and expenses
incurred
by the Trustee in connection with the transfer of servicing from a
predecessor
servicer, including, without limitation, any reasonable costs or
expenses
associated with the complete transfer of all servicing data and the
completion,
correction or manipulation of such servicing data as may be
required by the
Trustee to correct any errors or insufficiencies in the servicing
data or
otherwise to enable the Trustee to service the Mortgage Loans
properly and
effectively.
"Startup Day": As defined in Section 9.01(b) hereof.
"Stated Principal Balance": With respect to any Mortgage Loan: (a)
as
of any date of determination up to but not including the
Distribution Date on
which the proceeds, if any, of a Liquidation Event with respect to
such Mortgage
Loan would be distributed, the outstanding principal balance of
such Mortgage
Loan as of the Cut-off Date, as shown in the Mortgage Loan
Schedule, minus the
sum of (i) the principal portion of each Monthly Payment due on a
Due Date
subsequent to the Cut-off Date, to the extent received from the
Mortgagor or
advanced by the Master Servicer and distributed pursuant to Section
4.01 on or
before such date of determination, (ii) all Principal Prepayments
received after
the Cut-off Date, to the extent distributed pursuant to Section
4.01 on or
before such date of determination, (iii) all Liquidation Proceeds
and Insurance
Proceeds to the extent distributed pursuant to Section 4.01 on or
before such
date of determination, and (iv) any Realized Loss incurred with
respect thereto
as a result of a Deficient Valuation made during or prior to the
Due Period for
the most recent Distribution Date coinciding with or preceding such
date of
determination; and (b) as of any date of determination coinciding
with or
subsequent to the Distribution Date on which the proceeds, if any,
of a
Liquidation Event with respect to such Mortgage Loan would be
distributed, zero.
With respect to any REO Property: (a) as of any date of
determination up to but
not including the Distribution Date on which the proceeds, if any,
of a
Liquidation Event with respect to such REO Property would be
distributed, an
amount (not less than zero) equal to the Stated Principal Balance
of the related
Mortgage Loan as of the date on which such REO Property was
acquired on behalf
of the Trust Fund, minus the aggregate amount of REO Principal
Amortization in
respect of such REO Property for all previously ended calendar
months, to the
extent distributed pursuant to Section 4.01 on or before such date
of
determination; and (b) as of any date of determination coinciding
with or
subsequent to the Distribution Date on which the proceeds, if any,
of a
Liquidation Event with respect to such REO Property would be
distributed, zero.
"Stepdown Date": The earlier to occur of (a) the Distribution Date
on
which the aggregate Certificate Principal Balance of the Class A
Certificates
has been reduced to zero and (b) the later to occur of (i) the
Distribution Date
occurring in [______________] and (ii) the first Distribution Date
on which the
Senior Credit Enhancement Percentage (calculated for this purpose
only after
taking into account payments of principal on the Mortgage Loans and
distribution
of the Group I Principal Distribution Amount and the Group II
Principal
Distribution Amount to the Certificates then entitled to
distributions of
principal on such Distribution Date) is equal to or greater than
[____]%.
"Subsequent Recoveries": As of any Distribution Date,
unexpected
amounts received by the Master Servicer (net of any related
expenses permitted
to be reimbursed pursuant to Section 3.10) specifically related to
a Mortgage
Loan that was the subject of a liquidation or an REO Disposition
prior to the
related Prepayment Period that resulted in a Realized Loss.
"Sub-Servicer": Any Person with which either Master Servicer
has
entered into a Sub-Servicing Agreement and which meets the
qualifications of a
Sub-Servicer pursuant to Section 3.02.
"Sub-Servicing Account": An account established by a Sub-Servicer
which
meets the requirements set forth in Section 3.08 and is otherwise
acceptable to
the applicable Master Servicer.
"Sub-Servicing Agreement": The written contract between either
Master
Servicer and a Sub-Servicer relating to servicing and
administration of certain
Mortgage Loans as provided in Section 3.02.
"Substitution Adjustment": As defined in Section 2.03(d)
hereof.
"Supplemental Interest Trust": As defined in Section 4.05(a).
"Swap Administration Agreement": As defined in Section 4.05(b).
"Swap Account": The account or accounts created and maintained
pursuant
to Section 4.05. The Swap Account must be an Eligible Account.
"Swap Administrator": [____________________], a national
banking
association, or its successor in interest, or any successor Swap
Administrator
appointed pursuant to the Swap Administration Agreement.
"Swap Interest Shortfall Amount": Any shortfall of interest
with
respect to any Class of Certificates resulting from the application
of the Net
WAC Rate due to a discrepancy between the Uncertificated Notional
Amount of the
Class Swap-IO Interest and the scheduled notional amount pursuant
to the Swap
Administration Agreement.
"Swap LIBOR": A per annum rate equal to the floating rate payable
by
the Swap Provider under the Interest Rate Swap Agreement.
"Swap Provider": HSBC Bank USA, National Association.
"Swap Provider Trigger Event": A Swap Termination Payment that
is
triggered upon: (i) an Event of Default under the Interest Rate
Swap Agreement
with respect to which the Swap Provider is a Defaulting Party (as
defined in the
Interest Rate Swap Agreement), (ii) a Termination Event under the
Interest Rate
Swap Agreement with respect to which the Swap Provider is the sole
Affected
Party (as defined in the Interest Rate Swap Agreement) or (iii) an
Additional
Termination Event under the Interest Rate Swap Agreement with
respect to which
the Swap Provider is the sole Affected Party.
"Swap Termination Payment": The payment due to either party under
the
Interest Rate Swap Agreement upon the early termination of the
Interest Rate
Swap Agreement.
"Tax Matters Person": The tax matters person appointed pursuant
to
Section 9.01(e) hereof.
"Tax Prepayment Assumption": The prepayment assumption provided by
the
Depositor and as disclosed in the Prospectus Supplement.
"Tax Returns": The federal income tax return on Internal
Revenue
Service Form 1066, U.S. Real Estate Mortgage Investment Conduit
Income Tax
Return, including Schedule Q thereto, Quarterly Notice to Residual
Interest
Holders of the REMIC Taxable Income or Net Loss Allocation, or any
successor
forms, to be filed by the Trustee on behalf of each REMIC, together
with any and
all other information reports or returns that may be required to be
furnished to
the Certificateholders or filed with the Internal Revenue Service
or any other
governmental taxing authority under any applicable provisions of
federal, state
or local tax laws.
"Termination Price": As defined in Section 10.01(a) hereof.
"Terminator": As defined in Section 10.01 hereof.
"Three Month Rolling Delinquency Percentage": With respect to
the
Mortgage Loans and any Distribution Date, the average for the three
most recent
calendar months of the fraction, expressed as a percentage, the
numerator of
which is (x) the sum (without duplication) of the aggregate of the
Stated
Principal Balances of all Mortgage Loans that are (i) 60 or more
days
Delinquent, (ii) in bankruptcy and 60 or more days Delinquent,
(iii) in
foreclosure and 60 or more days Delinquent or (iv) REO Properties,
and the
denominator of which is (y) the sum of the Stated Principal
Balances of the
Mortgage Loans, in the case of both (x) and (y), as of the Close of
Business on
the last Business Day of each of the three most recent calendar
months.
"Trigger Event": A Trigger Event is in effect with respect to
any
Distribution Date on or after the Stepdown Date if:
(a) the Delinquency Percentage exceeds [____]% of the Senior
Credit
Enhancement Percentage or
(b) the Cumulative Realized Loss Percentage exceeds the
applicable
percentages set forth below with respect to such Distribution
Date:
<TABLE>
<CAPTION>
DISTRIBUTION DATE OCCURRING IN
PERCENTAGE
------------------------------
--------------------------------------------------
<S>
<C>
[_____________- _____________] [____]% for
[______________], plus 1/12 of [____]%
for each month thereafter
[_____________- ____________ ] [____]% for
[______________], plus 1/12 of [____]%
for each month thereafter
[_____________- _____________] [____]% for
[______________], plus 1/12 of [____]%
for each month thereafter
[_____________- _____________] [____]% for
[______________], plus 1/12 of [____]%
or each month thereafter
______________ and thereafter
[____]%
</TABLE>
"Trust": [________________], the trust created hereunder.
"Trust Fund": All of the assets of the Trust, which the trust
created
hereunder consisting of REMIC 1, REMIC 2, REMIC 3, REMIC 4, REMIC
5, REMIC 6,
the Net WAC Rate Carryover Reserve Account, the Master Servicer
Prepayment
Charge Payment Amounts, distributions made to the Trustee by the
Swap
Administrator under the Swap Administration Agreement and the Swap
Account.
"Trust REMIC": Each of REMIC 1, REMIC 2, REMIC 3, REMIC 4, REMIC 5
and
REMIC 6.
"Trustee": [____________________], a national banking association,
or
any successor trustee appointed as herein provided.
"Trustee Fee": The amount payable to the Trustee on each
Distribution
Date pursuant to Section 8.05 as compensation for all services
rendered by it in
the execution of the trust hereby created and in the exercise and
performance of
any of the powers and duties of the Trustee hereunder, which amount
shall equal
one twelfth of the product of (i) the Trustee Fee Rate, multiplied
by (ii) the
aggregate Stated Principal Balance of the Mortgage Loans and any
REO Properties
(after giving effect to scheduled payments of principal due during
the Due
Period relating to the previous Distribution Date, to the extent
received or
advanced) as of the first day of the calendar month prior to the
month of such
Distribution Date (or, in the case of the initial Distribution
Date, as of the
Cut-off Date).
"Trustee Fee Rate": [____]% per annum.
"Uncertificated Accrued Interest": With respect to each REMIC
Regular
Interest on each Distribution Date, an amount equal to one month's
interest at
the related Uncertificated Pass-Through Rate on the Uncertificated
Principal
Balance of such REMIC Regular Interest. In each case,
Uncertificated Accrued
Interest will be reduced by any Net Prepayment Interest Shortfalls
and Relief
Act Interest Shortfalls (allocated to such REMIC Regular Interests
based on
their respective entitlements to interest irrespective of any Net
Prepayment
Interest Shortfalls and Relief Act Interest Shortfalls for such
Distribution
Date).
"Uncertificated Notional Amount": With respect to REMIC 2
Regular
Interest LTIO and each Distribution Date listed below, the
aggregate
Uncertificated Principal Balance of the REMIC 1 Regular Interests
ending with
the designation "A" listed below:
DISTRIBUTION DATE REMIC 1 REGULAR
INTERESTS
-----------------
-------------------------
1 and 2
I-1-A through I-45-A
3
I-2-A through I-45-A
4
I-3-A through I-45-A
5
I-4-A through I-45-A
6
I-5-A through I-45-A
7
I-6-A through I-45-A
8
I-7-A through I-45-A
9
I-8-A through I-45-A
10
I-9-A through I-45-A
11
I-10-A through I-45-A
12
I-11-A through I-45-A
13
I-12-A through I-45-A
14
I-13-A through I-45-A
15
I-14-A through I-45-A
16
I-15-A through I-45-A
17
I-16-A through I-45-A
18
I-17-A through I-45-A
19
I-18-A through I-45-A
20
I-19-A through I-45-A
21
I-20-A through I-45-A
22
I-21-A through I-45-A
23
I-22-A through I-45-A
24
I-23-A through I-45-A
25
I-24-A through I-45-A
26
I-25-A through I-45-A
27
I-26-A through I-45-A
28
I-27-A through I-45-A
29
I-28-A through I-45-A
30
I-29-A through I-45-A
31
I-30-A through I-45-A
32
I-31-A through I-45-A
33
I-32-A through I-45-A
34
I-33-A through I-45-A
35
I-34-A through I-45-A
36
I-35-A through I-45-A
37
I-36-A through I-45-A
38
I-37-A through I-45-A
39
I-38-A through I-45-A
40
I-39-A through I-45-A
41
I-40-A through I-45-A
42
I-41-A through I-45-A
43
I-42-A through I-45-A
44
I-43-A through I-45-A
45
I-44-A and I-45-A
46
I-45-A
With respect to the Class SWAP-IO Interest and any Distribution
Date,
an amount equal to the Uncertificated Notional Amount of the REMIC
2 Regular
Interest LTIO.
"Uncertificated Pass-Through Rate": The Uncertificated REMIC 1
Pass-Through Rate or Uncertificated REMIC 2 Pass-Through Rate.
"Uncertificated Principal Balance": With respect to each REMIC
Regular
Interest (other than REMIC 2 Regular Interest LTIO), the amount of
such REMIC
Regular Interest outstanding as of any date of determination. As of
the Closing
Date, the Uncertificated Principal Balance of each REMIC Regular
Interest (other
than REMIC 2 Regular Interest LTIO) shall equal the amount set
forth in the
Preliminary Statement hereto as its initial Uncertificated
Principal Balance. On
each Distribution Date, the Uncertificated Principal Balance of
each REMIC
Regular Interest shall be reduced by all distributions of principal
made on such
REMIC Regular Interest on such Distribution Date pursuant to
Section 4.08 and,
if and to the extent necessary and appropriate, shall be further
reduced on such
Distribution Date by Realized Losses as provided in Section 4.08,
and the
Uncertificated Principal Balances of REMIC 2 Regular Interest LTZZ
shall be
increased by interest deferrals as provided in Section 4.08. The
Uncertificated
Principal Balance of each REMIC Regular Interest shall never be
less than zero.
With respect to the Class C Interest, as of any date of
determination, an amount
equal to the excess, if any, of (A) the then aggregate
Uncertificated Principal
Balance of the REMIC 2 Regular Interest over (B) the then aggregate
Certificate
Principal Balance of the Class A Certificates, Mezzanine
Certificates and the
Class P Interest then outstanding.
"Uncertificated REMIC 1 Pass-Through Rate": With respect to each
REMIC
1 Regular Interest ending with the designation "A", a per annum
rate equal to
the weighted average of the Expense Adjusted Net Mortgage Rates of
the Mortgage
Loans multiplied by 2, subject to a maximum rate of [____]%. With
respect to
each REMIC 1 Regular Interest ending with the designation "B", the
greater of
(x) a per annum rate equal to the excess, if any, of (i) 2
multiplied by the
weighted average of the Expense Adjusted Net Mortgage Rates of the
Group I
Mortgage Loans over (ii) [____]% and (y) [____]%.
"Uncertificated REMIC 2 Pass-Through Rate": With respect to REMIC
2
Regular Interest LT-AA, REMIC 2 Regular Interest LTA1, REMIC 2
Regular Interest
LTA2, REMIC 2 Regular Interest LTA3, REMIC 2 Regular Interest LTA4,
REMIC 2
Regular Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC 2
Regular Interest
LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest LTM5,
REMIC 2
Regular Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC 2
Regular Interest
LTM8, REMIC 2 Regular Interest LTM9, REMIC 2 Regular Interest
LTM10, REMIC 2
Regular Interest LTM11 and REMIC 2 Regular Interest LT-ZZ and REMIC
2 Regular
Interest LT-P, a per annum rate (but not less than zero) equal to
the weighted
average of (x) with respect to REMIC 1 Regular Intest I, the
weighted average of
the Adjusted Net Mortgage Rates of the Mortgage Loans, (y) with
respect to REMIC
1 Regular Interests ending with the designation "B", the weighted
average of the
Uncertificated REMIC 1 Pass-Through Rates for such REMIC 1 Regular
Interests,
weighted on the basis of the Uncertificated Principal Balance of
such REMIC 1
Regular Interests for each such Distribution Date and (z) with
respect to REMIC
1 Regular Interests ending with the designation "A", for each
Distribution Date
listed below, the weighted average of the rates listed below for
each such REMIC
1 Regular Interest listed below, weighted on the basis of the
Uncertificated
Principal Balance of each such REMIC 1 Regular Interest for each
such
Distribution Date:
<PAGE>
<TABLE>
<CAPTION>
DISTRIBUTION DATE
REMIC 1 REGULAR INTEREST
RATE
-----------------
------------------------
---------------------------------------------------------------
<S>
<C>
<C>
1 and 2
I-1-A through I-45-A
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
3
I-2-A through I-45-A
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
I-1-A
Uncertificated REMIC 1 Pass-Through Rate
4
I-3-A through I-45-A
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
I-1-A and I-2-A
Uncertificated REMIC 1 Pass-Through Rate
5
I-4-A through I-45-A
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-3-A
Uncertificated REMIC 1 Pass-Through Rate
6
I-5-A through I-45-A
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-4-A
Uncertificated REMIC 1 Pass-Through Rate
7
I-6-A through I-45-A
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-5-A
Uncertificated REMIC 1 Pass-Through Rate
8
I-7-A through I-45-A
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-6-A
Uncertificated REMIC 1 Pass-Through Rate
9
I-8-A through I-45-A
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-7-A
Uncertificated REMIC 1 Pass-Through Rate
10
I-9-A through I-45-A
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-8-A
Uncertificated REMIC 1 Pass-Through Rate
11
I-10-A through I-45-A
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-9-A
Uncertificated REMIC 1 Pass-Through Rate
12
I-11-A through I-45-A
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-10-A
Uncertificated REMIC 1 Pass-Through Rate
13
I-12-A through I-45-A
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-11-A
Uncertificated REMIC 1 Pass-Through Rate
14
I-13-A through I-45-A
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-12-A
Uncertificated REMIC 1 Pass-Through Rate
15
I-14-A through I-45-A
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-13-A
Uncertificated REMIC 1 Pass-Through Rate
16
I-15-A through I-45-A
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
I-1-A
through I-14-A
Uncertificated REMIC 1 Pass-Through Rate
17
I-16-A through I-45-A
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-15-A
Uncertificated REMIC 1 Pass-Through Rate
18
I-17-A through I-45-A
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-16-A
Uncertificated REMIC 1 Pass-Through Rate
19
I-18-A through I-45-A
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-17-A
Uncertificated REMIC 1 Pass-Through Rate
20
I-19-A through I-45-A
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-18-A
Uncertificated REMIC 1 Pass-Through Rate
21
I-20-A through I-45-A
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-19-A
Uncertificated REMIC 1 Pass-Through Rate
22
I-21-A through I-45-A
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-20-A
Uncertificated REMIC 1 Pass-Through Rate
23
I-22-A through I-45-A
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-21-A
Uncertificated REMIC 1 Pass-Through Rate
24
I-23-A through I-45-A
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-22-A
Uncertificated REMIC 1 Pass-Through Rate
25
I-24-A through I-45-A
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-23-A
Uncertificated REMIC 1 Pass-Through Rate
26
I-25-A through I-45-A
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-24-A
Uncertificated REMIC 1 Pass-Through Rate
27
I-26-A through I-45-A
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-25-A
Uncertificated REMIC 1 Pass-Through Rate
28
I-27-A through I-45-A
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-26-A
Uncertificated REMIC 1 Pass-Through Rate
29
I-28-A through I-45-A
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-27-A
Uncertificated REMIC 1 Pass-Through Rate
30
I-29-A through I-45-A
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-28-A
Uncertificated REMIC 1 Pass-Through Rate
31
I-30-A through I-45-A
2
multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-29-A
Uncertificated REMIC 1 Pass-Through Rate
32
I-31-A through I-45-A
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-30-A
Uncertificated REMIC 1 Pass-Through Rate
33
I-32-A through I-45-A
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-31-A
Uncertificated REMIC 1 Pass-Through Rate
34
I-33-A through I-45-A
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-32-A
Uncertificated REMIC 1 Pass-Through Rate
35
I-34-A through I-45-A
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-33-A
Uncertificated REMIC 1 Pass-Through Rate
36
I-35-A through I-45-A
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-34-A
Uncertificated REMIC 1 Pass-Through Rate
37
I-36-A through I-45-A
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-35-A
Uncertificated REMIC 1 Pass-Through Rate
38
I-37-A through I-45-A
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-36-A
Uncertificated REMIC 1 Pass-Through Rate
39
I-38-A through I-45-A
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-37-A
Uncertificated REMIC 1 Pass-Through Rate
40
I-39-A through I-45-A
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-38-A
Uncertificated REMIC 1 Pass-Through Rate
41
I-40-A through I-45-A
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-39-A
Uncertificated REMIC 1 Pass-Through Rate
42
I-41-A through I-45-A
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-40-A
Uncertificated REMIC 1 Pass-Through Rate
43
I-42-A through I-45-A
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-41-A
Uncertificated REMIC 1 Pass-Through Rate
44
I-43-A through I-45-A
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-42-A
Uncertificated REMIC 1 Pass-Through Rate
45
I-44-A through I-45-A
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-43-A
Uncertificated REMIC 1 Pass-Through Rate
46
I-45-A
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
I-1-A through I-44-A
Uncertificated REMIC 1 Pass-Through Rate
thereafter
I-1-A through I-45-A
Uncertificated REMIC 1 Pass-Through Rate
</TABLE>
With respect to REMIC 2 Regular Interest LT-IO, and (a) the
first
Distribution Date, the excess of (i) the Uncertificated REMIC 1
Pass-Through
Rates for REMIC 1 Regular Interests ending with the designation
"A", over (ii)
the Uncertificated REMIC 1 Pass-Through Rates for REMIC 1 Regular
Interests
ending with the designation "A", (b) the second Distribution Date
through the
46th Distribution Date, the excess of (i) the Undertificated REMIC
1
Pass-Through Rates for REMIC I Regular Interest ending with the
designation "A",
over (ii) 2 multiplied by Swap LIBOR, and (c) thereafter
[____]%.
"Underwriters": Each of Banc of America Securities LLC,
Greenwich
Capital Markets, Inc., Citigroup Global Markets Inc., HSBC
Securities (USA)
Inc., J.P. Morgan Securities Inc., Lehman Brothers Inc. and H&R
Block Financial
Advisors Inc.
"Uninsured Cause": Any cause of damage to a Mortgaged Property
such
that the complete restoration of such property is not fully
reimbursable by the
hazard insurance policies required to be maintained pursuant to
Section 3.14.
"United States Person" or "U.S. Person": A citizen or resident of
the
United States, a corporation, 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,
any state
thereof, or the District of Columbia (except in the case of a
partnership, to
the extent provided in Treasury regulations) provided that, for
purposes solely
of the restrictions on the transfer of Residual Certificates, no
partnership or
other entity treated as a partnership for United States federal
income tax
purposes shall be treated as a United States Person unless all
persons that own
an interest in such partnership either directly or through any
entity that is
not a corporation for United States federal income tax purposes are
required by
the applicable operative agreement to be United States Persons, or
an estate the
income of which 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. The
term "United States" shall have the meaning set forth in Section
7701 of the
Code or successor provisions.
"Unpaid Interest Shortfall Amount": With respect to the Class A
Certificates and the Mezzanine Certificates and (i) the first
Distribution Date,
zero, and (ii) any Distribution Date after the first Distribution
Date, the
amount, if any, by which (a) the sum of (1) the Monthly Interest
Distributable
Amount for such Class for the immediately preceding Distribution
Date and (2)
the outstanding Unpaid Interest Shortfall Amount, if any, for such
Class for
such preceding Distribution Date exceeds (b) the aggregate amount
distributed on
such Class in respect of interest pursuant to clause (a) of this
definition on
such preceding Distribution Date, plus interest on the amount of
interest due
but not paid on the Certificates of such Class on such preceding
Distribution
Date, to the extent permitted by law, at the Pass-Through Rate for
such Class
for the related Accrual Period.
"Value": With respect to any Mortgage Loan, and the related
Mortgaged
Property, the lesser of:
(i) the lesser
of (a) the value thereof as determined by an
appraisal made for the originator of the Mortgage Loan at the
time of origination of the Mortgage Loan by an appraiser who
met the minimum requirements of Fannie Mae and Freddie Mac,
and (b) the value thereof as determined by a review appraisal
conducted by the Originator in the event any such review
appraisal determines an appraised value more than [____]%
lower than the value thereof, in the case of a Mortgaged Loan
with a Loan-to-Value Ratio less than or equal to [____]%, or
more than [____]% lower than the value thereof, in the case of
a Mortgage Loan with a Loan-to-Value Ratio greater than
[____]%, as determined by the appraisal referred to in clause
(i)(a) above; and
(ii)
the purchase price paid for the related Mortgaged Property by
the Mortgagor with the proceeds of the Mortgage Loan;
provided, however, that in the case of a refinanced Mortgage
Loan (which is a Mortgage Loan the proceeds of which were not
used to purchase the related Mortgaged Property) or a Mortgage
Loan originated in connection with a "lease option purchase"
if the "lease option purchase price" was set 12 months or more
prior to origination, such value of the Mortgaged Property is
based solely upon clause (i) above.
"Voting Rights": The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. At all times
the Class A
Certificates, the Mezzanine Certificates and the Class C
Certificates shall have
[____]% of the Voting Rights (allocated among the Holders of the
Class A
Certificates, the Mezzanine Certificates and the Class C
Certificates in
proportion to the then outstanding Certificate Principal Balances
of their
respective Certificates), the Class P Certificates shall have
[____]% of the
Voting Rights and the Residual Certificates shall have [____]% of
the Voting
Rights. The Voting Rights allocated to any Class of Certificates
(other than the
Class P Certificates and the Residual Certificates) shall be
allocated among all
Holders of each such Class in proportion to the outstanding
Certificate
Principal Balance or Notional Amount of such Certificates and the
Voting Rights
allocated to the Class P Certificates and the Residual Certificates
shall be
allocated among all Holders of each such Class in proportion to
such Holders'
respective Percentage Interest; PROVIDED, HOWEVER that when none of
the Regular
Certificates are outstanding, [____]% of the Voting Rights shall be
allocated
among Holders of the Residual Certificates in accordance with such
Holders'
respective Percentage Interests in the Certificates of such
Class.
SECTION 1.02. Accounting.
Unless otherwise specified herein, for the purpose of any
definition or
calculation, whenever amounts are required to be netted, subtracted
or added or
any distributions are taken into account such definition or
calculation and any
related definitions or calculations shall be determined without
duplication of
such functions.
SECTION 1.03. Allocation of Certain Interest Shortfalls.
For purposes of calculating the amount of the Monthly Interest
Distributable Amount for each of the Class A Certificates, the
Mezzanine
Certificates and the Class C Certificates for any Distribution
Date, (1) the
aggregate amount of any Net Prepayment Interest Shortfalls and any
Relief Act
Interest Shortfalls incurred in respect of the Mortgage Loans for
any
Distribution Date shall be allocated first, among the Class C
Certificates on a
PRO RATA basis based on, and to the extent of, one month's interest
at the then
applicable Pass-Through Rate on the Notional Amount of each such
Certificate
and, thereafter, among the Class A Certificates and the Mezzanine
Certificates,
on a PRO RATA basis based on, and to the extent of, one month's
interest at the
then applicable respective Pass-Through Rate on the respective
Certificate
Principal Balance of each such Certificate and (2) the aggregate
amount of any
Realized Losses and Net WAC Rate Carryover Amounts incurred for any
Distribution
Date shall be allocated among the Class C Certificates on a PRO
RATA basis based
on, and to the extent of, one month's interest at the then
applicable
Pass-Through Rate on the Notional Amount of each such Certificate
after the
allocation thereto in clause (1).
For purposes of calculating the amount of Uncertificated
Accrued
Interest for the REMIC 1 Regular Interests for any Distribution
Date, the
aggregate amount of any Prepayment Interest Shortfalls and any
Relief Act
Interest Shortfalls incurred in respect of the Mortgage Loans for
any
Distribution Date shall be allocated first, to the REMIC 1 Regular
Interests
ending with the designation "B", pro rata based on, and to the
extent of, one
month's interest at the then applicable respective Uncertificated
REMIC 1
Pass-Through Rates on the respective Uncertificated Principal
Balances of each
such REMIC 1 Regular Interest , and then, to REMIC 1 Regular
Interests ending
with the designation "A", pro rata based on, and to the extent of,
one month's
interest at the then applicable respective Uncertificated REMIC 1
Pass-Through
Rates on the respective Uncertificated Principal Balances of each
such REMIC 1
Regular Interest.
For purposes of calculating the amount of Uncertificated
Accrued
Interest for the REMIC 2 Regular Interests for any Distribution
Date, the
aggregate amount of any Prepayment Interest Shortfalls and any
Relief Act
Interest Shortfalls incurred in respect of the Mortgage Loans for
any
Distribution Date shall be allocated among REMIC 2 Regular Interest
LTAA, REMIC
2 Regular Interest LTA1, REMIC 2 Regular Interest LTA2, REMIC 2
Regular Interest
LTA3, REMIC 2 Regular Interest LTA4, REMIC 2 Regular Interest LTM1,
REMIC 2
Regular Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2
Regular Interest
LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6,
REMIC 2
Regular Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2
Regular Interest
LTM9, REMIC 2 Regular Interest LTM10, REMIC 2 Regular Interest
LTM11 and REMIC 2
Regular Interest LTZZ, PRO RATA based on, and to the extent of, one
month's
interest at the then applicable respective Uncertificated REMIC 2
Pass-Through
Rate on the respective Uncertificated Principal Balance of each
such REMIC 2
Regular Interest.
SECTION 1.04. Rights of the NIMS Insurer.
Each of the rights of the NIMS Insurer set forth in this
Agreement
shall exist so long as (i) the NIMS Insurer has undertaken to
guarantee certain
payments of notes issued pursuant to an Indenture and (ii) any
series of notes
issued pursuant to one or more Indentures remain outstanding or the
NIMS Insurer
is owed amounts in respect of its guarantee of payment on such
notes; provided,
however, the NIMS Insurer shall not have any rights hereunder
(except pursuant
to Section 11.01 in the case of clause (ii) below) so long as (i)
the NIMS
Insurer has not undertaken to guarantee certain payments of notes
issued
pursuant to the Indenture or (ii) any default has occurred and is
continuing
under the insurance policy issued by the NIMS Insurer with respect
to such
notes.
<PAGE>
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01. Conveyance of Mortgage Loans.
The Depositor, concurrently with the execution and delivery
hereof,
does hereby transfer, assign, set over and otherwise convey in
trust to the
Trustee without recourse for the benefit of the Certificateholders
all the
right, title and interest of the Depositor, including any security
interest
therein for the benefit of the Depositor, in and to (i) each
Mortgage Loan
identified on the Mortgage Loan Schedule, including the related
Cut-off Date
Principal Balance, all interest accruing thereon on and after the
Cut-off Date
and all collections in respect of interest and principal due after
the Cut-off
Date; (ii) property which secured each such Mortgage Loan and which
has been
acquired by foreclosure or deed in lieu of foreclosure; (iii) its
interest in
any insurance policies in respect of the Mortgage Loans; (iv) the
rights of the
Depositor under the Mortgage Loan Purchase Agreement, (v) all other
assets
included or to be included in the Trust Fund, (vi) payments made to
the Trustee
by the Swap Administrator under the Swap Administration Agreement
and the Swap
Account and (vii) all proceeds of any of the foregoing. Such
assignment includes
all interest and principal due and collected by the Depositor or
the Master
Servicer after the Cut-off Date with respect to the Mortgage
Loans.
In connection with such transfer and assignment, the Depositor,
does
hereby deliver to, and deposit with the Trustee, or its designated
agent (the
"Custodian"), the following documents or instruments with respect
to each
Mortgage Loan so transferred and assigned and the Originator, on
behalf of the
Depositor,:
(i) the
original Mortgage Note, endorsed either (A) in blank, in
which case the Trustee shall cause the endorsement to be
completed or (B) in the following form: "Pay to the order of
[____________________], as Trustee, without recourse", or with
respect to any lost Mortgage Note, an original Lost Note
Affidavit stating that the original mortgage note was lost,
misplaced or destroyed, together with a copy of the related
mortgage note; PROVIDED, HOWEVER, that such substitutions of
Lost Note Affidavits for -------- ------- original Mortgage
Notes may occur only with respect to Mortgage Loans, the
aggregate Cut-off Date Principal Balance, as applicable, of
which is less than or equal to [____]% of the Pool Balance as
of the Cut-off Date;
(ii)
the original Mortgage with evidence of recording thereon, and
the original recorded power of attorney, if the Mortgage was
executed pursuant to a power of attorney, with evidence of
recording thereon;
(iii) an
original Assignment. The Mortgage shall be assigned either
(A) in blank or (B) to "[____________________], as Trustee,
without recourse";
(iv)
an original of any intervening assignment of Mortgage showing
a complete chain of assignments;
(v) the
original or a certified copy of lender's title insurance
policy; and
(vi)
the original or copies of each assumption, modification,
written assurance or substitution agreement, if any.
The Trustee agrees to execute and deliver (or cause the Custodian
to
execute and deliver) to the Depositor and the NIMS Insurer on or
prior to the
Closing Date an acknowledgment of receipt of the original Mortgage
Note (with
any exceptions noted), substantially in the form attached as
Exhibit F-3 hereto.
If any of the documents referred to in Section 2.01(ii), (iii) or
(iv)
above has as of the Closing Date been submitted for recording but
either (x) has
not been returned from the applicable public recording office or
(y) has been
lost or such public recording office has retained the original of
such document,
the obligations of the Depositor to deliver such documents shall be
deemed to be
satisfied upon (1) delivery to the Trustee or the Custodian no
later than the
Closing Date, of a copy of each such document certified by the
Master Servicer,
in its capacity as Originator, in the case of (x) above or the
applicable public
recording office in the case of (y) above to be a true and complete
copy of the
original that was submitted for recording and (2) if such copy is
certified by
the Master Servicer, in its capacity as Originator, delivery to the
Trustee or
the Custodian, promptly upon receipt thereof of either the original
or a copy of
such document certified by the applicable public recording office
to be a true
and complete copy of the original. If the original lender's title
insurance
policy, or a certified copy thereof, was not delivered pursuant to
Section
2.01(v) above, the Master Servicer, in its capacity as Originator,
shall deliver
or cause to be delivered to the Trustee or the Custodian, the
original or a copy
of a written commitment or interim binder or preliminary report of
title issued
by the title insurance or escrow company or an original attorney's
opinion of
title, with the original or a certified copy thereof to be
delivered to the
Trustee or the Custodian, promptly upon receipt thereof. The Master
Servicer or
the Depositor shall deliver or cause to be delivered to the Trustee
or the
Custodian promptly upon receipt thereof any other documents
constituting a part
of a Mortgage File received with respect to any Mortgage Loan,
including, but
not limited to, any original documents evidencing an assumption or
modification
of any Mortgage Loan.
Upon discovery or receipt of notice of any materially defective
document in, or that a document is missing from, a Mortgage File,
the Master
Servicer, in its capacity as Originator, shall have 120 days to
cure such defect
or deliver such missing document to the Trustee or the Custodian.
If the
Originator does not cure such defect or deliver such missing
document within
such time period, the Master Servicer, in its capacity as
Originator, shall
either repurchase or substitute for such Mortgage Loan in
accordance with
Section 2.03.
The Depositor (at the expense of the Master Servicer, in its
capacity
as Originator) shall cause the Assignments which were delivered in
blank to be
completed and shall cause all Assignments referred to in Section
2.01(iii)
hereof and, to the extent necessary, in Section 2.01(iv) hereof to
be recorded.
The Depositor shall be required to deliver such Assignments for
recording within
90 days of the Closing Date. Notwithstanding the foregoing,
however, for
administrative convenience and facilitation of servicing and to
reduce closing
costs, the Assignments of Mortgage shall not be required to be
submitted for
recording (except with respect to any Mortgage Loan located in
Maryland) unless
the Trustee and the Depositor receive notice that such failure to
record would
result in a withdrawal or a downgrading by any Rating Agency of the
rating on
any Class of Certificates; PROVIDED, HOWEVER, each Assignment shall
be submitted
for recording by the Depositor in the manner described above, at no
expense to
the Trust Fund or Trustee, upon the earliest to occur of: (i)
reasonable
direction by Holders of Certificates entitled to at least [____]%
of the Voting
Rights, (ii) the occurrence of a Master Servicer Event of
Termination, (iii) the
occurrence of a bankruptcy, insolvency or foreclosure relating to
the Master
Servicer, (iv) the occurrence of a servicing transfer as described
in Section
7.02 hereof, (v) if the Originator is not the Master Servicer and
with respect
to any one Assignment the occurrence of a bankruptcy, insolvency or
foreclosure
relating to the Mortgagor under the related Mortgage, (vi) any
Mortgage Loan
that is 90 days or more Delinquent and such recordation would be
necessary to
facilitate conversion of the Mortgaged Property in accordance with
Section 3.16
and (vii) reasonable direction by the NIMS Insurer. Upon (a)
receipt of written
notice from the Trustee that recording of the Assignments is
required pursuant
to one or more of the conditions (excluding (v) and (vi) above) set
forth in the
preceding sentence or (b) upon the occurrence of condition (v) or
(vi) in the
preceding sentence, the Depositor shall be required to deliver such
Assignments
for recording as provided above, promptly and in any event within
30 days
following receipt of such notice. Notwithstanding the foregoing, if
the
Originator fails to pay the cost of recording the Assignments, such
expense will
be paid by the Trustee and the Trustee shall be reimbursed for such
expenses by
the Trust. To the extent not previously delivered to the Trustee by
the
Depositor, the Depositor shall furnish the Trustee, or its
designated agent,
with a copy of each Assignment submitted for recording. In the
event that any
such Assignment is lost or returned unrecorded because of a defect
therein, the
Depositor shall promptly have a substitute Assignment prepared or
have such
defect cured, as the case may be, and thereafter cause each such
Assignment to
be duly recorded.
The Master Servicer shall forward to the Custodian original
documents
evidencing an assumption, modification, consolidation or extension
of any
Mortgage Loan entered into in accordance with this Agreement within
two weeks of
their execution; provided, however, that the Master Servicer shall
provide the
Custodian with a certified true copy of any such document submitted
for
recordation within two weeks of its execution, and shall provide
the original of
any document submitted for recordation or a copy of such document
certified by
the appropriate public recording office to be a true and complete
copy of the
original within 365 days of its submission for recordation. In the
event that
the Master Servicer cannot provide a copy of such document
certified by the
public recording office within such 365 day period, an Officers'
Certificate of
the Master Servicer which shall (A) identify the recorded document,
(B) state
that the recorded document has not been delivered to the Custodian
due solely to
a delay caused by the public recording office, (C) state the amount
of time
generally required by the applicable recording office to record and
return a
document submitted for recordation, if known and (D) specify the
date the
applicable recorded document is expected to be delivered to the
Custodian, and,
upon receipt of a copy of such document certified by the public
recording
office, the Master Servicer shall immediately deliver such document
to the
Custodian. In the event the appropriate public recording office
will not certify
as to the accuracy of such document, the Master Servicer shall
deliver a copy of
such document certified by an officer of the Master Servicer to be
a true and
complete copy of the original to the Custodian.
The parties hereto understand and agree that it is not intended
that
any mortgage loan be included in the Trust that is a high-cost home
loan as
defined by the HOEPA or any other applicable predatory or abusive
lending laws.
SECTION 2.02. Acceptance by Trustee.
Subject to the provisions of Section 2.01 and subject to the
review
described below and any exceptions noted on the exception report
described in
the next paragraph below, the Trustee acknowledges receipt of the
documents
referred to in Section 2.01 above and all other assets included in
the
definition of "Trust Fund" and declares that it holds and will hold
such
documents and the other documents delivered to it constituting a
Mortgage File,
and that it holds or will hold all such assets and such other
assets included in
the definition of "Trust Fund" in trust for the exclusive use and
benefit of all
present and future Certificateholders.
The Trustee agrees, for the benefit of the Certificateholders,
to
review, or that it has reviewed pursuant to Section 2.01 (or to
cause the
Custodian to review or that it has caused the Custodian to have
reviewed) each
Mortgage File on or prior to the Closing Date, with respect to each
Mortgage
Loan (or, with respect to any document delivered after the Startup
Day, within
45 days of receipt and with respect to any Qualified Substitute
Mortgage, within
45 days after the assignment thereof). The Trustee further agrees,
for the
benefit of the Certificateholders, to certify to the Depositor, the
Master
Servicer and the NIMS Insurer in substantially the form attached
hereto as
Exhibit F-1, within 45 days after the Closing Date, with respect to
each
Mortgage Loan (or, with respect to any document delivered after the
Startup Day,
within 45 days of receipt and with respect to any Qualified
Substitute Mortgage,
within 45 days after the assignment thereof) that, as to each
Mortgage Loan
listed in the Mortgage Loan Schedule (other than any Mortgage Loan
paid in full
or any Mortgage Loan specifically identified in the exception
report annexed
thereto as not being covered by such certification), (i) all
documents required
to be delivered to it pursuant Section 2.01 of this Agreement are
in its
possession, (ii) such documents have been reviewed by it and have
not been
mutilated, damaged or torn and relate to such Mortgage Loan and
(iii) based on
its examination and only as to the foregoing, the information set
forth in the
Mortgage Loan Schedule that corresponds to items (1) and (2) of the
Mortgage
Loan Schedule accurately reflects information set forth in the
Mortgage File. It
is herein acknowledged that, in conducting such review, the Trustee
(or the
Custodian, as applicable) is under no duty or obligation to
inspect, review or
examine any such documents, instruments, certificates or other
papers to
determine that they are genuine, enforceable, or appropriate for
the represented
purpose or that they have actually been recorded or that they are
other than
what they purport to be on their face.
Prior to the first anniversary date of this Agreement the Trustee
shall
deliver (or cause the Custodian to deliver) to the Depositor, the
Master
Servicer and the NIMS Insurer a final certification in the form
annexed hereto
as Exhibit F-2 evidencing the completeness of the Mortgage Files,
with any
applicable exceptions noted thereon.
If in the process of reviewing the Mortgage Files and making or
preparing, as the case may be, the certifications referred to
above, the Trustee
(or the Custodian, as applicable) finds any document or documents
constituting a
part of a Mortgage File to be missing or defective in any material
respect, at
the conclusion of its review the Trustee shall so notify the
Originator the
Depositor, the NIMS Insurer and the Master Servicer. In addition,
upon the
discovery by the Originator, the Depositor, the NIMS Insurer or the
Master
Servicer (or upon receipt by the Trustee of written notification of
such breach)
of a breach of any of the representations and warranties made by
the Originator
in the Mortgage Loan Purchase Agreement in respect of any Mortgage
Loan which
materially adversely affects such Mortgage Loan or the interests of
the related
Certificateholders in such Mortgage Loan, the party discovering
such breach
shall give prompt written notice to the other parties to this
Agreement.
The Depositor and the Trustee intend that the assignment and
transfer
herein contemplated constitute a sale of the Mortgage Loans, the
related
Mortgage Notes and the related documents, conveying good title
thereto free and
clear of any liens and encumbrances, from the Depositor to the
Trustee in trust
for the benefit of the Certificateholders and that such property
not be part of
the Depositor's estate or property of the Depositor in the event of
any
insolvency by the Depositor. In the event that such conveyance is
deemed to be,
or to be made as security for, a loan, the parties intend that the
Depositor
shall be deemed to have granted and does hereby grant to the
Trustee a first
priority perfected security interest in all of the Depositor's
right, title and
interest in and to the Mortgage Loans, the related Mortgage Notes
and the
related documents, and that this Agreement shall constitute a
security agreement
under applicable law.
SECTION 2.03. Repurchase or Substitution of Mortgage Loans by
the
Originator.
(a) Upon discovery or receipt of written notice of any
materially
defective document in, or that a document is missing from, a
Mortgage File or of
the breach by the Originator of any representation, warranty or
covenant under
the Mortgage Loan Purchase Agreement in respect of any Mortgage
Loan which
materially adversely affects the value of such Mortgage Loan or the
interest
therein of the Certificateholders, the Trustee shall promptly
notify the
Originator, the NIMS Insurer and the Master Servicer of such
defect, missing
document or breach and request that the Originator deliver such
missing document
or cure such defect or breach within 120 days from the date the
Originator was
notified of such missing document, defect or breach, and if the
Originator does
not deliver such missing document or cure such defect or breach in
all material
respects during such period, the Trustee shall enforce the
Originator's
obligation under the Mortgage Loan Purchase Agreement and cause the
Originator
to repurchase such Mortgage Loan from the Trust Fund at the
Purchase Price on or
prior to the Determination Date following the expiration of such
120 day period
(subject to Section 2.03(e)). The Purchase Price for the
repurchased Mortgage
Loan shall be deposited in the Collection Account, and the Trustee,
upon receipt
of written certification from the Master Servicer of such deposit,
shall release
to the Originator the related Mortgage File and shall execute and
deliver such
instruments of transfer or assignment, in each case without
recourse, as the
Originator shall furnish to it and as shall be necessary to vest in
the
Originator any Mortgage Loan released pursuant hereto and the
Trustee shall have
no further responsibility with regard to such Mortgage File (it
being understood
that the Trustee shall have no responsibility for determining the
sufficiency of
such assignment for its intended purpose). In lieu of repurchasing
any such
Mortgage Loan as provided above, the Originator may cause such
Mortgage Loan to
be removed from the Trust Fund (in which case it shall become a
Deleted Mortgage
Loan) and substitute one or more Qualified Substitute Mortgage
Loans in the
manner and subject to the limitations set forth in Section 2.03(d).
It is
understood and agreed that the obligation of the Originator to cure
or to
repurchase (or to substitute for) any Mortgage Loan as to which a
document is
missing, a material defect in a constituent document exists or as
to which such
a breach has occurred and is continuing shall constitute the sole
remedy against
the Originator respecting such omission, defect or breach available
to the
Trustee on behalf of the Certificateholders.
(b) Within 90 days of the earlier of discovery by the Depositor
or
receipt of notice by the Depositor of the breach of any
representation, warranty
or covenant of the Depositor set forth in Section 2.06 which
materially and
adversely affects the interests of the Certificateholders in any
Mortgage Loan,
