NOMURA ASSET ACCEPTANCE CORPORATION,
Depositor
NOMURA CREDIT & CAPITAL, INC.,
Sponsor
[-----------------------],
Servicer
[---------------------],
Master Servicer and Securities Administrator
and
[---------------------]
Trustee
--------------------
FORM OF
POOLING AND SERVICING AGREEMENT
Dated as of [___________]
----------------------------------------
NOMURA ASSET ACCEPTANCE CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES [_______]
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S>
<C>
ARTICLE I DEFINITIONS
Section 1.01
DEFINED
TERMS............................................................................
-------------
Section 1.02
ALLOCATION OF CERTAIN INTEREST
SHORTFALLS................................................
-----------------------------------------
ARTICLE II CONVEYANCE OF TRUST FUND REPRESENTATIONS AND WARRANTIES
Section 2.01
CONVEYANCE OF TRUST
FUND.................................................................
------------------------
Section 2.02
ACCEPTANCE OF THE MORTGAGE
LOANS.........................................................
--------------------------------
Section 2.03
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SERVICER AND THE
SPONSOR................
-------------------------------------------------------------------------
Section 2.04
REPRESENTATIONS AND WARRANTIES OF THE
DEPOSITOR..........................................
-----------------------------------------------
Section 2.05
DELIVERY OF OPINION OF COUNSEL IN CONNECTION WITH SUBSTITUTIONS AND
REPURCHASES..........
-------------------------------------------------------------------------------
Section 2.06
ISSUANCE OF THE REMIC I REGULAR INTERESTS AND THE CLASS R-1
INTEREST.....................
--------------------------------------------------------------------
Section 2.07
CONVEYANCE OF THE REMIC I REGULAR INTERESTS; ACCEPTANCE OF REMIC II
BY THE TRUSTEE.......
----------------------------------------------------------------------------------
Section 2.08
CONVEYANCE OF THE REMIC II REGULAR INTERESTS; ACCEPTANCE OF REMIC
III BY THE TRUSTEE.....
------------------------------------------------------------------------------------
Section 2.09
ISSUANCE OF CLASS R
CERTIFICATES.........................................................
--------------------------------
Section 2.10
ESTABLISHMENT OF
TRUST...................................................................
----------------------
Section 2.11
PURPOSE AND POWERS OF THE
TRUST..........................................................
--------------------------------
ARTICLE III ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS;
ACCOUNTS
Section 3.01
THE
SERVICER TO ACT AS SERVICER OF THE MORTGAGE
LOANS....................................
-----------------------------------------------------
Section 3.02
DUE-ON-SALE CLAUSES; ASSUMPTION
AGREEMENTS...............................................
------------------------------------------
Section 3.03
SUBSERVICERS.............................................................................
------------
Section 3.04
DOCUMENTS, RECORDS AND FUNDS IN POSSESSION OF THE SERVICER TO BE
HELD FOR TRUSTEE........
---------------------------------------------------------------------------------
Section 3.05
MAINTENANCE OF HAZARD
INSURANCE..........................................................
-------------------------------
Section 3.06
PRESENTMENT OF CLAIMS AND COLLECTION OF
PROCEEDS.........................................
------------------------------------------------
Section 3.07
MAINTENANCE OF
INSURANCE
POLICIES........................................................
---------------------------------
Section 3.08
RESERVED.................................................................................
--------
Section 3.09
REALIZATION UPON DEFAULTED MORTGAGE LOANS; DETERMINATION OF EXCESS
LIQUIDATION
-------------------------------------------------------------------------------
PROCEEDS
AND REALIZED LOSSES; REPURCHASES OF CERTAIN MORTGAGE
LOANS......................
-------------------------------------------------------------------
Section 3.10
SERVICING
COMPENSATION...................................................................
----------------------
Section 3.11
REO
PROPERTY.............................................................................
------------
Section 3.12
LIQUIDATION
REPORTS......................................................................
-------------------
Section 3.13
ANNUAL STATEMENT AS TO
COMPLIANCE........................................................
---------------------------------
Section 3.14
ASSESSMENTS OF COMPLIANCE AND ATTESTATION
REPORTS........................................
-------------------------------------------------
Section 3.15
BOOKS AND
RECORDS........................................................................
-----------------
Section 3.16
THE
TRUSTEE..............................................................................
-----------
Section 3.17
REMIC-RELATED
COVENANTS..................................................................
-----------------------
Section 3.18
ANNUAL CERTIFICATION; ADDITIONAL
INFORMATION.............................................
--------------------------------------------
Section 3.19
RELEASE OF MORTGAGE
FILES................................................................
-------------------------
Section 3.20
DOCUMENTS, RECORDS AND FUNDS IN POSSESSION OF THE SERVICER TO BE
HELD FOR TRUSTEE........
---------------------------------------------------------------------------------
Section 3.21
POSSESSION OF CERTAIN INSURANCE POLICIES AND
DOCUMENTS...................................
------------------------------------------------------
Section 3.22
RESERVED.................................................................................
--------
Section 3.23
UCC......................................................................................
---
Section 3.24
OPTIONAL PURCHASE OF DEFAULTED MORTGAGE
LOANS............................................
---------------------------------------------
Section 3.25
OBLIGATIONS OF THE SERVICER UNDER CREDIT RISK MANAGEMENT
AGREEMENT.......................
------------------------------------------------------------------
Section 3.26
COLLECTION OF MORTGAGE LOAN PAYMENTS; CUSTODIAL
ACCOUNT..................................
-------------------------------------------------------
Section 3.27
PERMITTED WITHDRAWALS FROM THE CUSTODIAL
ACCOUNT.........................................
------------------------------------------------
Section 3.28
REPORTS TO MASTER
SERVICER...............................................................
--------------------------
Section 3.29
COLLECTION OF TAXES; ASSESSMENTS AND SIMILAR ITEMS; ESCROW
ACCOUNTS......................
-------------------------------------------------------------------
Section 3.30
RESERVED.................................................................................
--------
Section 3.31
DISTRIBUTION
ACCOUNT.....................................................................
--------------------
Section 3.32
PERMITTED WITHDRAWALS AND TRANSFERS FROM THE DISTRIBUTION
ACCOUNT........................
-----------------------------------------------------------------
Section 3.33
DUTIES OF THE CREDIT RISK MANAGER;
TERMINATION...........................................
----------------------------------------------
Section 3.34
LIMITATION UPON LIABILITY OF THE CREDIT RISK
MANAGER.....................................
----------------------------------------------------
ARTICLE IV ADMINISTRATION AND MASTER SERVICING OF THE MORTGAGE
LOANS
Section 4.01
THE
MASTER
SERVICER......................................................................
-------------------
Section 4.02
MONITORING OF
SERVICER...................................................................
----------------------
Section 4.03
FIDELITY
BOND............................................................................
-------------
Section 4.04
POWER TO ACT;
PROCEDURES.................................................................
------------------------
Section 4.05
DUE-ON-SALE CLAUSES; ASSUMPTION
AGREEMENTS...............................................
------------------------------------------
Section 4.06
DOCUMENTS, RECORDS AND FUNDS IN POSSESSION OF MASTER SERVICER TO BE
HELD FOR TRUSTEE.....
------------------------------------------------------------------------------------
Section 4.07
STANDARD HAZARD INSURANCE AND FLOOD INSURANCE
POLICIES...................................
------------------------------------------------------
Section 4.08
PRESENTMENT OF CLAIMS AND COLLECTION OF
PROCEEDS.........................................
------------------------------------------------
Section 4.09
MAINTENANCE OF THE PRIMARY MORTGAGE INSURANCE
POLICIES...................................
------------------------------------------------------
Section 4.10
TRUSTEE TO RETAIN POSSESSION OF CERTAIN INSURANCE POLICIES AND
DOCUMENTS.................
------------------------------------------------------------------------
Section 4.11
REALIZATION UPON DEFAULTED
LOANS.........................................................
--------------------------------
Section 4.12
COMPENSATION FOR THE MASTER
SERVICER.....................................................
------------------------------------
Section 4.13
REO
PROPERTY.............................................................................
------------
Section 4.14
MASTER SERVICER ANNUAL STATEMENT OF
COMPLIANCE...........................................
----------------------------------------------
Section 4.15
MASTER SERVICER ASSESSMENTS OF COMPLIANCE AND ATTESTATION
REPORTS........................
-----------------------------------------------------------------
Section 4.16
RESERVED.................................................................................
--------
Section 4.17
RESERVED.................................................................................
--------
Section 4.18
OBLIGATION OF THE MASTER SERVICER IN RESPECT OF PREPAYMENT INTEREST
SHORTFALLS...........
------------------------------------------------------------------------------
ARTICLE V ADVANCES AND DISTRIBUTIONS
Section 5.01
ADVANCES; ADVANCE
FACILITY...............................................................
--------------------------
Section 5.02
COMPENSATING INTEREST
PAYMENTS...........................................................
------------------------------
Section 5.03
REMIC
DISTRIBUTIONS......................................................................
-------------------
Section 5.04
DISTRIBUTIONS............................................................................
-------------
Section 5.05
ALLOCATION OF REALIZED
LOSSES............................................................
-----------------------------
Section 5.06
MONTHLY STATEMENTS TO
CERTIFICATEHOLDERS.................................................
----------------------------------------
Section 5.07
REMIC DESIGNATIONS AND REMIC I
ALLOCATIONS...............................................
------------------------------------------
Section 5.08
REMIC II
ALLOCATIONS.....................................................................
--------------------
Section 5.09
CLASS P CERTIFICATE
ACCOUNT..............................................................
---------------------------
Section 5.10
NET
WAC RESERVE
FUND.....................................................................
--------------------
Section 5.11
REPORTS FILED WITH SECURITIES AND EXCHANGE
COMMISSION....................................
-----------------------------------------------------
ARTICLE VI THE CERTIFICATES
Section 6.01
THE
CERTIFICATES.........................................................................
----------------
Section 6.02
CERTIFICATE REGISTER; REGISTRATION OF TRANSFER AND EXCHANGE OF
CERTIFICATES..............
---------------------------------------------------------------------------
Section 6.03
MUTILATED, DESTROYED, LOST OR STOLEN
CERTIFICATES........................................
-------------------------------------------------
Section 6.04
PERSONS DEEMED
OWNERS....................................................................
---------------------
Section 6.05
ACCESS TO LIST OF CERTIFICATEHOLDERS' NAMES AND
ADDRESSES................................
---------------------------------------------------------
Section 6.06
BOOK-ENTRY
CERTIFICATES..................................................................
-----------------------
Section 6.07
NOTICES TO
DEPOSITORY....................................................................
---------------------
Section 6.08
DEFINITIVE
CERTIFICATES..................................................................
-----------------------
Section 6.09
MAINTENANCE OF OFFICE OR
AGENCY..........................................................
-------------------------------
ARTICLE VII THE DEPOSITOR, SERVICER AND THE MASTER SERVICER
Section 7.01
LIABILITIES OF THE DEPOSITOR, SERVICER AND THE MASTER
SERVICER...........................
---------------------------------------------------------------
Section 7.02
MERGER OR CONSOLIDATION OF THE DEPOSITOR, THE SERVICER OR THE
MASTER SERVICER............
-----------------------------------------------------------------------------
Section 7.03
INDEMNIFICATION OF DEPOSITOR AND THE
SERVICER............................................
---------------------------------------------
Section 7.04
LIMITATIONS ON LIABILITY OF THE DEPOSITOR, SECURITIES
ADMINISTRATOR, MASTER SERVICER,
--------------------------------------------------------------------------------------
SERVICER AND
OTHERS......................................................................
-------------------
Section 7.05
SERVICER NOT TO
RESIGN...................................................................
----------------------
Section 7.06
TERMINATION OF THE SERVICER WITHOUT CAUSE; APPOINTMENT OF SPECIAL
SERVICER...............
--------------------------------------------------------------------------
Section 7.07
LIMITATION ON RESIGNATION OF THE MASTER
SERVICER.........................................
------------------------------------------------
Section 7.08
ASSIGNMENT OF MASTER
SERVICING...........................................................
------------------------------
Section 7.09
RIGHTS OF THE DEPOSITOR IN RESPECT OF THE MASTER
SERVICER................................
---------------------------------------------------------
ARTICLE VIII DEFAULT; TERMINATION OF SERVICER AND MASTER SERVICER
Section 8.01
EVENTS OF
DEFAULT........................................................................
-----------------
Section 8.02
MASTER SERVICER TO ACT; APPOINTMENT OF
SUCCESSOR.........................................
------------------------------------------------
Section 8.03
NOTIFICATION TO
CERTIFICATEHOLDERS.......................................................
----------------------------------
Section 8.04
WAIVER OF SERVICER DEFAULTS AND MASTER SERVICER
DEFAULTS.................................
--------------------------------------------------------
ARTICLE IX CONCERNING THE TRUSTEE AND SECURITIES ADMINISTRATOR
Section 9.01
DUTIES OF TRUSTEE AND SECURITIES
ADMINISTRATOR...........................................
----------------------------------------------
Section 9.02
CERTAIN MATTERS AFFECTING THE TRUSTEE AND SECURITIES
ADMINISTRATOR.......................
------------------------------------------------------------------
Section 9.03
TRUSTEE AND SECURITIES ADMINISTRATOR NOT LIABLE FOR CERTIFICATES OR
MORTGAGE LOANS.......
----------------------------------------------------------------------------------
Section 9.04
TRUSTEE AND SECURITIES ADMINISTRATOR MAY OWN
CERTIFICATES................................
---------------------------------------------------------
Section 9.05
FEES
AND EXPENSES OF TRUSTEE AND SECURITIES
ADMINISTRATOR................................
---------------------------------------------------------
Section 9.06
ELIGIBILITY REQUIREMENTS FOR TRUSTEE AND SECURITIES
ADMINISTRATOR........................
-----------------------------------------------------------------
Section 9.07
RESIGNATION AND REMOVAL OF TRUSTEE AND SECURITIES
ADMINISTRATOR..........................
---------------------------------------------------------------
Section 9.08
SUCCESSOR TRUSTEE OR SECURITIES
ADMINISTRATOR............................................
---------------------------------------------
Section 9.09
MERGER OR CONSOLIDATION OF TRUSTEE OR SECURITIES
ADMINISTRATOR...........................
--------------------------------------------------------------
Section 9.10
APPOINTMENT OF CO-TRUSTEE OR SEPARATE
TRUSTEE............................................
---------------------------------------------
Section 9.11
APPOINTMENT OF OFFICE OR
AGENCY..........................................................
-------------------------------
Section 9.12
REPRESENTATIONS AND
WARRANTIES...........................................................
------------------------------
Section 9.13
TAX
MATTERS..............................................................................
-----------
ARTICLE X TERMINATION
Section 10.01
TERMINATION UPON LIQUIDATION OR REPURCHASE OF ALL MORTGAGE
LOANS.........................
----------------------------------------------------------------
Section 10.02
FINAL
DISTRIBUTION ON THE
CERTIFICATES...................................................
--------------------------------------
Section 10.03
ADDITIONAL
TERMINATION
REQUIREMENTS......................................................
-----------------------------------
ARTICLE XI MISCELLANEOUS PROVISIONS
Section 11.01
AMENDMENT................................................................................
---------
Section 11.02
RECORDATION OF AGREEMENT;
COUNTERPARTS...................................................
--------------------------------------
Section 11.03
GOVERNING
LAW............................................................................
-------------
Section 11.04
INTENTION
OF
PARTIES.....................................................................
--------------------
Section 11.05
NOTICES..................................................................................
-------
Section 11.06
SEVERABILITY OF
PROVISIONS...............................................................
--------------------------
Section 11.07
ASSIGNMENT...............................................................................
----------
Section 11.08
LIMITATION
ON RIGHTS OF
CERTIFICATEHOLDERS...............................................
------------------------------------------
Section 11.09
CERTIFICATES NONASSESSABLE AND FULLY
PAID................................................
-----------------------------------------
Section 11.10
INTENTION
OF THE PARTIES AND
INTERPRETATION..............................................
-------------------------------------------
</TABLE>
EXHIBITS
Exhibit A-1 Form
of Class [___________] Certificates
Exhibit [___] Form of Class
[___________] Certificates
Exhibit A-3 Form
of Class [___________] Certificates
Exhibit A-4 Form
of Class X Certificates
Exhibit A-5 Form
of Class P Certificates
Exhibit A-6 Form
of Class R Certificates
Exhibit B
Mortgage Loan Schedule
Exhibit C
Form of Mortgage Loan Purchase Agreement
Exhibit D
Form of Transfer Affidavit
Exhibit E
Form of Transferor Certificate
Exhibit F
Form of Investment Letter (Non-Rule 144A)
Exhibit G
Form of Rule 144A Investment Letter
Exhibit H
Form of Master Servicer Certification
Exhibit I
DTC Letter of Representations
Exhibit J
Schedule of Mortgage Loans with Lost Notes
Exhibit K
Prepayment Charge Schedule
Exhibit L
Form of Servicer's Certification
Exhibit M
Form of Trustee's Certification
Exhibit N
Appendix E of the Standard & Poor's Glossary For File
Format For LEVELS(R) Version 5.6 Revised
Exhibit O
Servicing Criteria
Exhibit X-1
Standard File Layout - Delinquency Reporting
Exhibit X-2
Standard File Codes - Delinquency Reporting
<PAGE>
POOLING AND SERVICING AGREEMENT, dated as of [____________],
among
NOMURA ASSET ACCEPTANCE CORPORATION, a Delaware corporation, as
depositor (the
"Depositor"), NOMURA CREDIT & CAPITAL, INC., a Delaware
corporation, as seller
(in such capacity, the "Sponsor"), [_____________________], a
national banking
association, as master servicer (the "Master Servicer") and
securities
administrator (the "Securities Administrator"), [________________],
a
[_________] corporation, as a servicer (the "Servicer") and
[_____________________], a national banking association, not in its
individual
capacity, but solely as trustee (the "Trustee").
PRELIMINARY STATEMENT
The Depositor is the owner of the Trust Fund that is hereby
conveyed to
the Trustee in return for the Certificates.
REMIC I
As provided herein, the Trustee will make an election to treat
the
segregated pool of assets consisting of the Mortgage Loans and
certain other
related assets as set forth in the definition of REMIC I (and
exclusive of the
Cap Contract and the Net WAC Reserve Fund) subject to this
Agreement as a real
estate mortgage investment conduit (a "REMIC") for federal income
tax purposes,
and such segregated pool of assets will be designated as "REMIC I."
The Class
R-1 Interest will represent the sole class of "residual interests"
in REMIC I
for purposes of the REMIC Provisions (as defined herein) under
federal income
tax law. The following table irrevocably sets forth the
designation, the
Uncertificated REMIC I 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 I
Regular Interests. None of the REMIC I Regular Interests will be
certificated.
<TABLE>
<CAPTION>
Initial Uncertificated Uncertificated
REMIC I Assumed Final
Maturity
Designation
Principal Balance
Pass-Through Rate
Date(1)
-----------
-----------------
-----------------
-------
<S>
<C>
<C>
<C>
LTI-1
$[__________]
Variable(2)
[_____________]
LTI-IO-A
$[__________]
Variable(2)
[_____________]
LTI-IO-B
$[__________]
Variable(2)
[_____________]
LTI-IO-C
$[__________]
Variable(2)
[_____________]
LTI-IO-D
$[__________]
Variable(2)
[_____________]
LTI-IO-E
$[__________]
Variable(2)
[_____________]
LTI-IO-F
$[__________]
Variable(2)
[_____________]
LTI-IO-G
$[__________]
Variable(2)
[_____________]
LTI-IO-H
$[__________]
Variable(2)
[_____________]
LTI-P
$100.00
N/A
[_____________]
</TABLE>
-------------------
(1)
For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations,
the Distribution Date in the month 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 I.
(2) Calculated in accordance
with the definition of "Uncertificated REMIC I
Pass-Through Rate" herein.
REMIC II
As provided herein, the Trustee will make an election to treat
the
segregated pool of assets consisting of the REMIC I Regular
Interests as a REMIC
for federal income tax purposes, and such segregated pool of assets
will be
designated as "REMIC II". The Class R-2 Interest will represent the
sole class
of "residual interests" in REMIC II for purposes of the REMIC
Provisions (as
defined herein) under federal income tax law. The following table
irrevocably
sets forth the designation, the Uncertificated REMIC II
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 II Regular Interests. None of the REMIC
II Regular
Interests will be certificated.
<TABLE>
<CAPTION>
Uncertificated
Initial Uncertificated
REMIC II
Assumed Final Maturity
Designation
Principal Balance
Pass-Through Rate
Date(1)
-----------
-----------------
-----------------
-------
<S>
<C>
<C>
<C>
LTII-AA
$[__________]
Variable(2)
[_____________]
LTII-[___]
$[__________]
Variable(2)
[_____________]
LTII-[___]
$[__________]
Variable(2)
[_____________]
LTII-[___]
$[__________]
Variable(2)
[_____________]
LTII-[___]
$[__________]
Variable(2)
[_____________]
LTII-[___]
$[__________]
Variable(2)
[_____________]
LTII-[___]
$[__________]
Variable(2)
[_____________]
LTII-[___]
$[__________]
Variable(2)
[_____________]
LTII-[___]
$[__________]
Variable(2)
[_____________]
LTII-ZZ
$[__________]
Variable(2)
[_____________]
LTII-IO
N/A(3)
[____]%(4)
[_____________]
LTII-P
$100.00
Variable(2)
[_____________]
</TABLE>
-------------------
(1)
For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations,
the Distribution Date in the month 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 II Regular
Interest.
(2)
Calculated in accordance with the definition of "Uncertificated
REMIC II
Pass-Through Rate" herein. (3) REMIC II Regular Interest LTII-IO
will
not have an Uncertificated Principal Balance, but will accrue
interest on its Uncertificated Notional Amount, as defined
herein.
(4)
REMIC II Regular Interest LTII-IO will accrue interest at a rate
of
[___]%.
<PAGE>
REMIC III
As provided herein, the Trustee will make an election to treat
the
segregated pool of assets consisting of the REMIC II Regular
Interests as a
REMIC for federal income tax purposes, and such segregated pool of
assets will
be designated as "REMIC III". The Class R-3 Interest will represent
the sole
class of "residual interests" in REMIC III for purposes of the
REMIC Provisions.
The following table irrevocably sets forth the Class designation,
Pass-Through
Rate and Initial Certificate Principal Balance for each Class of
Certificates
that represents one or more of the "regular interests" in REMIC III
created
hereunder:
<TABLE>
<CAPTION>
Initial Certificate
Assumed Final Maturity
Class Designation
Principal Balance
Pass-Through Rate
Date(1)
-----------------
-----------------
-----------------
-------
<S>
<C>
<C>
<C>
Class
[___]
$[__________]
Class [___] Pass-Through Rate
[_____________]
Class
[___]
$[__________]
Class [___] Pass-Through Rate
[_____________]
Class
[___]
$[__________]
Class [___] Pass-Through Rate
[_____________]
Class
[___]
$[__________]
Class [___] Pass-Through Rate
[_____________]
Class
[___]
$[__________]
Class [___] Pass-Through Rate
[_____________]
Class
[___]
N/A(2)
Class [___] Pass-Through Rate
[_____________]
Class
[___]
$[__________]
Class [___] Pass-Through Rate
[_____________]
Class
[___]
$[__________]
Class [___] Pass-Through Rate
[_____________]
Class
[___]
$[__________]
Class [___] Pass-Through Rate
[_____________]
Class X
$[__________] (3) Class X
Pass-Through Rate
[_____________]
Class P
$100.00
N/A(4)
[_____________]
</TABLE>
-------------------
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date in the month 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.
(2) The Class
[___] Certificates will accrue interest at the Class [___]
Pass-Through Rate on the Certificate Notional Balance of the
Class
[___] Certificates calculated in accordance with the definition
of
"Certificate Notional Balance" herein. The Class [___]
Certificates
will not be entitled to distributions in respect of principal.
For
federal income tax purposes, the Class [___] Certificates will not
have
a Notional Amount, but will be entitled to 100% of amounts
distributed
on REMIC II Regular Interest LTII-IO.
(3) The Class
X Certificates will not accrue interest on their Certificate
Principal Balance, but will accrue interest at the Class X
Pass-Through
Rate on the Certificate Notional Balance of the Class X
Certificates
outstanding from time to time which shall equal the aggregate of
the
Uncertificated Principal Balances of the REMIC II Regular
Interests
(other than REMIC II Regular Interest LTII-IO and REMIC II
Regular
Interest LTII-P).
(4) The Class
P Certificates will not be entitled to distributions in
respect of interest. In consideration of the mutual agreements
herein
contained, the Depositor, the Servicer, the Master Servicer,
the
Securities Administrator, the Sponsor and the Trustee agree as
follows:
<PAGE>
ARTICLE I
DEFINITIONS
Section 1.01 DEFINED
TERMS.
In addition to those terms defined in Section 1.02, whenever used
in
this Agreement, the following words and phrases, unless the context
otherwise
requires, shall have the following meanings:
ACCEPTED MASTER SERVICING PRACTICES: With respect to any Mortgage
Loan,
as applicable, either (x) those customary mortgage master servicing
practices of
prudent mortgage servicing institutions that master service
mortgage loans of
the same type and quality as such Mortgage Loan in the jurisdiction
where the
related Mortgaged Property is located, to the extent applicable to
the Master
Servicer (except in its capacity as successor to the Servicer), or
(y) as
provided in Section 3.01, but in no event below the standard set
forth in clause
(x).
ACCOUNT: Either the Distribution Account or the Custodial
Account.
ACCRUAL PERIOD: With respect to the Certificates (other than the
Class
[___], Class P and Class R Certificates) and any Distribution Date,
the calendar
month immediately preceding the calendar month in which such
Distribution Date
occurs. With respect to the Class [___] Certificates and any
Distribution Date,
the period from and including the [__] day of the calendar month
preceding the
calendar month in which such Distribution Date occurs (or with
respect to the
first Accrual Period, the Closing Date) to and including the [__]
day of the
calendar month in which such Distribution Date occurs.
ADVANCE: An advance of delinquent payments of principal or interest
in
respect of a Mortgage Loan required to be made by the Servicer or
by the Master
Servicer pursuant to Section 5.01.
ADVANCE FACILITY: As defined in Section 5.01(b)(i).
ADVANCE FACILITY NOTICE: As defined in Section 5.01(b)(ii).
ADVANCE FINANCING PERSON: As defined in Section 5.01(b)(i).
ADVANCE REIMBURSEMENT AMOUNT: As defined in Section
5.01(b)(ii).
AGREEMENT: This Pooling and Servicing Agreement and any and all
amendments or supplements hereto made in accordance with the terms
herein.
AMOUNT HELD FOR FUTURE DISTRIBUTION: As to any Distribution Date,
the
aggregate amount held in the Servicer's Custodial Account at the
close of
business on the immediately preceding Determination Date on account
of (i) all
Scheduled Payments or portions thereof received in respect of the
Mortgage Loans
due after the related Due Period and (ii) Principal Prepayments and
Liquidation
Proceeds received in respect of such Mortgage Loans after the last
day of the
related Prepayment Period.
ANNUAL STATEMENT OF COMPLIANCE: As defined in Section 3.13.
APPRAISED VALUE: With respect to any Mortgage Loan originated
in
connection with a refinancing, the appraised value of the Mortgaged
Property
based upon the appraisal made at the time of such refinancing or,
with respect
to any other Mortgage Loan, the lesser of (x) the appraised value
of the
Mortgaged Property based upon the appraisal made by a fee appraiser
at the time
of the origination of the Mortgage Loan, and (y) the sales price of
the
Mortgaged Property at the time of such origination.
ASSESSMENT OF COMPLIANCE: As defined in Section 3.13.
AUTHORIZED SERVICER REPRESENTATIVE: Any officer of the Servicer
involved in, or responsible for, the administration and servicing
of the
Mortgage Loans whose name and facsimile signature appear on a list
of servicing
officers furnished to the Trustee and the Master Servicer by the
Servicer on the
Closing Date, as such list may from time to time be amended.
AVAILABLE DISTRIBUTION AMOUNT: The sum of the Interest
Remittance
Amount and Principal Funds, exclusive of amounts pursuant to
Section 5.09.
BANKRUPTCY CODE: Title
11 of the United States Code.
BOOK-ENTRY CERTIFICATES: Any of the Certificates that shall be
registered in the name of the Depository or its nominee, the
ownership of which
is reflected on the books of the Depository or on the books of a
person
maintaining an account with the Depository (directly, as a
"Depository
Participant", or indirectly, as an indirect participant in
accordance with the
rules of the Depository and as described in Section 6.06). As of
the Closing
Date, each Class of Publicly Offered Certificates constitutes a
Class of
Book-Entry Certificates.
BUSINESS DAY: Any day other than (i) a Saturday or a Sunday, or
(ii) a
day on which banking institutions in The City of New York, New
York, the state
of [___________], the state of [_____________], the city in which
any Corporate
Trust Office of the Trustee is located or the States in which the
Servicer's
servicing operations are located are authorized or obligated by law
or executive
order to be closed.
CAP CONTRACT: The cap contract between the Trustee and the Cap
Provider, for the benefit of the Holders of the Class [ ]
Certificates. -----
CAP PROVIDER:
[_____________], or any successor thereto.
CERTIFICATE: Any one of the certificates of any Class executed
and
authenticated by the Securities Administrator in substantially the
forms
attached hereto as Exhibits [___] through A-6.
CERTIFICATE NOTIONAL BALANCE: With respect to the Class [___]
Certificates and any Distribution Date, the lesser of (a)(i)
$[__________] for
each Distribution Date from and including the Distribution Date in
[__________]
to and including the Distribution Date in [__________], (ii)
$[__________] for
each Distribution Date from and including the Distribution Date in
[__________]
to and including the Distribution Date in [__________], (iii)
$[__________] for
each Distribution Date from and including the Distribution Date in
[__________]
to and including the Distribution Date in [__________], (iv)
$[__________] for
the Distribution Date in [__________] and the Distribution Date in
[__________],
(v) $[__________] for each Distribution Date from and including the
Distribution
Date in [__________] to and including the Distribution Date in
[__________],
(vi) $[__________] for the Distribution Date in [__________] and
the
Distribution Date in [__________], (vii) $[__________] for the
Distribution Date
in [__________] and the Distribution Date in [__________], (viii)
$[__________]
for the Distribution Date in [__________] and (ix) for each
Distribution Date
thereafter, $0 for each Distribution Date thereafter and (b) the
aggregate
Stated Principal Balance of the Mortgage Loans. For United States
federal income
tax purposes, the Class [___] Certificates will not have a
Certificate Notional
Balance, but will be entitled to 100% of amounts distributed on
REMIC II Regular
Interest LTII-IO. With respect to the Class X Certificates and any
Distribution
Date, the Uncertificated Principal Balance of the REMIC II Regular
Interests
(other than REMIC I Regular Interest II-LTP) for such Distribution
Date. As of
the Closing Date, the Certificate Notional Balance of the Class X
Certificates
is equal to $[_________].
CERTIFICATE OWNER: With respect to a Book-Entry Certificate, the
Person
that is the beneficial owner of such Book-Entry Certificate.
CERTIFICATE PRINCIPAL BALANCE: As to any Publicly Offered
Certificate
(other than any Class [___] Certificates) and as of any
Distribution Date, the
Initial Certificate Principal Balance of such Certificate plus any
Subsequent
Recoveries added to the Certificate Principal Balance of such
Certificate
pursuant to Section 5.05(f) less the sum of (i) all amounts
distributed with
respect to such Certificate in reduction of the Certificate
Principal Balance
thereof on previous Distribution Dates pursuant to Section 5.04,
and (ii) with
respect to the Mezzanine Certificates, any reductions in the
Certificate
Principal Balance of such Certificate deemed to have occurred in
connection with
the allocations of Realized Losses, if any. References herein to
the Certificate
Principal Balance of a Class of Certificates shall mean the
Certificate
Principal Balances of all Certificates in such Class.
CERTIFICATE REGISTER: The register maintained pursuant to Section
6.02.
CERTIFICATEHOLDER OR HOLDER: The person in whose name a Certificate
is
registered in the Certificate Register (initially, Cede & Co.,
as nominee for
the Depository, in the case of any Book-Entry Certificates).
CLASS: All Certificates bearing the same Class designation as set
forth
in Section 6.01.
CLASS [___] CERTIFICATE: Any Certificate designated as a "Class
[___]
Certificate" on the face thereof, in the form of Exhibit [___]
hereto,
representing the right to the Percentage Interest of distributions
provided for
the Class [___] Certificates as set forth herein and evidencing a
Regular
Interest in REMIC III.
CLASS [___] PASS-THROUGH RATE: With respect to any Distribution
Date,
One-Month LIBOR plus [____]% per annum, subject to a cap equal to
the Net WAC
Rate Cap for such Distribution Date.
CLASS [___] CERTIFICATE: Any Certificate designated as a "Class
[___]
Certificate" on the face thereof, in the form of Exhibit [___]
hereto,
representing the right to its Percentage Interest of distributions
provided for
the Class [___] Certificates as set forth herein and evidencing a
Regular
Interest in REMIC III.
CLASS [___] PASS-THROUGH RATE: With respect to any Distribution
Date,
[____]% per annum, subject to a cap equal to the Net WAC Rate Cap
for such
Distribution Date.
CLASS [___] CERTIFICATE: Any Certificate designated as a "Class
[___]
Certificate" on the face thereof, in the form of Exhibit [___]
hereto,
representing the right to its Percentage Interest of distributions
provided for
the Class [___] Certificates as set forth herein and evidencing a
Regular
Interest in REMIC III.
CLASS [___] PASS-THROUGH RATE: With respect to any Distribution
Date,
[____]% per annum, subject to a cap equal to the Net WAC Rate Cap
for such
Distribution Date.
CLASS [___] CERTIFICATE: Any Certificate designated as a "Class
[___]
Certificate" on the face thereof, in the form of Exhibit [___]
hereto,
representing the right to its Percentage Interest of distributions
provided for
the Class [___] Certificates as set forth herein and evidencing a
Regular
Interest in REMIC III.
CLASS [___] PASS-THROUGH RATE: Shall mean (i) with respect to
any
Distribution Date which occurs on or prior to the Optional
Termination Date,
[____]% per annum and (ii) with respect to each Distribution Date
which occurs
thereafter, [____]% per annum, in each case, subject to a cap equal
to the Net
WAC Rate Cap for such Distribution Date.
CLASS [___] CERTIFICATE: Any Certificate designated as a "Class
[___]
Certificate" on the face thereof, in the form of Exhibit [___]
hereto,
representing the right to its Percentage Interest of distributions
provided for
the Class [___] Certificates as set forth herein and evidencing a
Regular
Interest in REMIC III.
CLASS [___] PASS-THROUGH RATE: Shall mean (i) with respect to
any
Distribution Date which occurs on or prior to the Optional
Termination Date,
[____]% per annum and (ii) with respect to each Distribution Date
which occurs
thereafter, [____]% per annum, in each case, subject to a cap equal
to the Net
WAC Rate Cap for such Distribution Date.
CLASS [___] LOCKOUT PRINCIPAL DISTRIBUTION AMOUNT: With respect to
any
Distribution Date will be an amount equal to the lesser of (i) the
Senior
Principal Distribution Amount for such Distribution Date and (ii)
the Class
[___] Lockout Distribution Percentage for that Distribution Date
multiplied by
the product of (x) a fraction, the numerator of which is the
Certificate
Principal Balance of the Class [___] Certificates and the
denominator of which
is the aggregate Certificate Principal Balance of all of the Senior
Certificates
(other than the Class [___] Certificates), in each case immediately
prior to
such Distribution Date and (y) the Senior Principal Distribution
Amount for such
Distribution Date.
CLASS [___] LOCKOUT DISTRIBUTION PERCENTAGE: With respect to
each
Distribution Date, the applicable percentage set forth below:
<TABLE>
<CAPTION>
CLASS [___] LOCKOUT
DISTRIBUTION
DISTRIBUTION DATES
PERCENTAGE
------------------
----------
<S>
<C>
[__________] through and including
[__________].....................................
[____]%
[__________] through and including
[__________].....................................
[____]%
[__________] through and including
[__________].....................................
[____]%
[__________] through and including
[__________].....................................
[____]%
[__________] through and including
[__________].....................................
[____]%
</TABLE>
CLASS [___] CERTIFICATE: Any Certificate designated as a "Class
[___]
Certificate" on the face thereof, in the form of Exhibit [___]
hereto,
representing the right to its Percentage Interest of distributions
provided for
the Class [___] Certificates as set forth herein and evidencing a
Regular
Interest in REMIC III.
CLASS [___] PASS-THROUGH RATE: Shall mean (i) for the first twenty
four
Distribution Dates, [____]% per annum, subject to a cap equal to
the weighted
average of the Net Mortgage Rates on the Mortgage Loans and (ii)
for any
Distribution Date thereafter, 0.00% per annum. For federal income
tax purposes,
however, the Class [___] Certificates will not have a Class [___]
Pass-Through
Rate, and the Interest Distribution Amount for the Class [___]
Certificates and
any Distribution Date will be deemed to be 100% of the amount
distributed on
REMIC II Regular Interest LTII-IO for such Distribution Date.
CLASS [___] CERTIFICATE: Any Certificate designated as a "Class
[___]
Certificate" on the face thereof, in the form of Exhibit [___]
hereto,
representing the right to its Percentage Interest of distributions
provided for
the Class [___] Certificates as set forth herein and evidencing a
Regular
Interest in REMIC III.
CLASS [___] PASS-THROUGH RATE: Shall mean (i) with respect to
each
Distribution Date which occurs on or prior to the Optional
Termination Date,
[____]% per annum and (ii) with respect to each Distribution Date
which occurs
thereafter, [____]% per annum, in each case subject to a cap equal
to the Net
WAC Rate Cap for such Distribution Date.
CLASS [___] PRINCIPAL DISTRIBUTION AMOUNT: With respect to any
Distribution Date which occurs (i) prior to the Stepdown Date or on
or after the
Stepdown Date if a Trigger Event is in effect for that Distribution
Date, the
Principal Distribution Amount for that Distribution Date remaining
after
distribution of the Senior Principal Distribution Amount or (ii) on
or after the
Stepdown Date if a Trigger Event is not in effect for that
Distribution Date,
the lesser of:
o
the Principal Distribution Amount for that Distribution Date
remaining after distribution of the Senior Principal
Distribution Amount; and
o
the excess, if any, of (A) the aggregate Certificate Principal
Balance of the Class [___] Certificates immediately prior to
that Distribution Date over (B) the positive difference
between (i) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period
(after reduction for Realized Losses incurred during the
related Prepayment Period) and (ii) the sum of (x) the
aggregate Certificate Principal Balance of the Senior
Certificates (after taking into account the payment of the
Senior Principal Distribution Amount for such Distribution
Date) and (y) the product of (a) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of
the related Due Period (after reduction for Realized Losses
incurred during the related Prepayment Period) and (b) the sum
of [____]% and the Required Overcollateralization Percentage.
CLASS [___] CERTIFICATE: Any Certificate designated as a "Class
[___]
Certificate" on the face thereof, in the form of Exhibit [___]
hereto,
representing the right to its Percentage Interest of distributions
provided for
the Class [___] Certificates as set forth herein and evidencing a
Regular
Interest in REMIC III.
CLASS [___] PASS-THROUGH RATE: Shall mean (i) with respect to
each
Distribution Date which occurs on or prior to the Optional
Termination Date,
[____]% per annum and (ii) with respect to each Distribution Date
which occurs
thereafter, [____]% per annum, in each case subject to a cap equal
to the Net
WAC Rate Cap for such Distribution Date.
CLASS [___] PRINCIPAL DISTRIBUTION AMOUNT: With respect to any
Distribution Date which occurs (i) prior to the Stepdown Date or on
or after the
Stepdown Date if a Trigger Event is in effect for that Distribution
Date, the
Principal Distribution Amount for that Distribution Date remaining
after
distribution of the Senior Principal Distribution Amount and the
Class [___]
Principal Distribution Amount or (ii) on or after the Stepdown Date
if a Trigger
Event is not in effect for that Distribution Date, the lesser
of:
o
the Principal Distribution Amount for that Distribution Date
remaining after distribution of the Senior Principal
Distribution Amount and the Class [___] Principal Distribution
Amount; and
o
the excess, if any, of (A) the aggregate Certificate Principal
Balance of the Class [___] Certificates immediately prior to
that Distribution Date over (B) the positive difference
between (i) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period
(after reduction for Realized Losses incurred during the
related Prepayment Period) and (ii) the sum of (x) the
aggregate Certificate Principal Balance of the Senior
Certificates and the Class [___] Certificates (after taking
into account the payment of the Senior Principal Distribution
Amount and the Class [___] Principal Distribution Amount for
such Distribution Date) and (y) the product of (a) the
aggregate Stated Principal Balance of the Mortgage Loans as of
the last day of the related Due Period (after reduction for
Realized Losses incurred during the related Prepayment Period)
and (b) the sum of [____]% and the Required
Overcollateralization Percentage.
CLASS [___] CERTIFICATE: Any Certificate designated as a "Class
[___]
Certificate" on the face thereof, in the form of Exhibit [___]
hereto,
representing the right to its Percentage Interest of distributions
provided for
the Class [___] Certificates as set forth herein and evidencing a
Regular
Interest in REMIC III.
CLASS [___] PASS-THROUGH RATE: Shall mean (i) with respect to
each
Distribution Date which occurs on or prior to the Optional
Termination Date,
[____]% per annum and (ii) with respect to each Distribution Date
which occurs
thereafter, [____]% per annum, in each case subject to a cap equal
to the Net
WAC Rate Cap for such Distribution Date.
CLASS [___] PRINCIPAL DISTRIBUTION AMOUNT: With respect to any
Distribution Date which occurs (i) prior to the Stepdown Date or on
or after the
Stepdown Date if a Trigger Event is in effect for that Distribution
Date, the
Principal Distribution Amount for that Distribution Date remaining
after
distribution of the Senior Principal Distribution Amount, the Class
[___]
Principal Distribution Amount and the Class [___] Principal
Distribution Amount
or (ii) on or after the Stepdown Date if a Trigger Event is not in
effect for
that Distribution Date, the lesser of:
o
the Principal Distribution Amount for that Distribution Date
remaining after distribution of the Senior Principal
Distribution Amount, the Class [___] Principal Distribution
Amount and the Class [___] Principal Distribution Amount; and
o
the excess, if any, of (A) the aggregate Certificate Principal
Balance of the Class [___] Certificates immediately prior to
that Distribution Date over (B) the positive difference
between (i) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period
(after reduction for Realized Losses incurred during the
related Prepayment Period) and (ii) the sum of (x) the
aggregate Certificate Principal Balance of the Senior
Certificates, the Class [___] Certificates and the Class [___]
Certificates (after taking into account the payment of the
Senior Principal Distribution Amount, the Class [___]
Principal
Distribution Amount and the Class [___] Principal
Distribution Amount for such Distribution Date) and (y) the
product of (a) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period
(after reduction for Realized Losses incurred during the
related Prepayment Period) and (b) the sum of [___]% and the
Required Overcollateralization Percentage.
CLASS P CERTIFICATE: Any Certificate designated as a "Class P
Certificate" on the face thereof, in the form of Exhibit [___]
hereto,
representing the right to its Percentage Interest of distributions
provided for
the Class P Certificates as set forth herein and evidencing a
Regular Interest
in REMIC III.
CLASS P CERTIFICATE ACCOUNT: The Eligible Account established
and
maintained by the Securities Administrator pursuant to Section
5.09.
CLASS R CERTIFICATE: Any Certificate designated a "Class R
Certificate"
on the face thereof, in substantially the form set forth in Exhibit
A-6 hereto,
evidencing the Class R-1 Interest, Class R-2 Interest and Class R-3
Interest.
CLASS R-1 INTEREST: The uncertificated residual interest in REMIC
I.
CLASS R-2 INTEREST: The uncertificated residual interest in REMIC
II.
CLASS R-3 INTEREST: The uncertificated residual interest in REMIC
III.
CLASS X CERTIFICATE: Any Certificate designated as a "Class X
Certificate" on the face thereof, in the form of Exhibit [___]
hereto,
representing the right to its Percentage Interest of distributions
provided for
the Class X Certificates herein and evidencing a Regular Interest
in REMIC III.
CLASS X DISTRIBUTION AMOUNT: With respect to any Distribution Date,
the
sum of (i) the Excess Cap Payment, (ii) the Interest Distribution
Amount for the
Class X Certificates for such Distribution Date and (iii) any
Overcollateralization Reduction Amount for such Distribution Date
remaining
after payments pursuant to items 1 though 7 of clause THIRD of
Section 5.04;
provided, however that on and after the Distribution Date on which
the
Certificate Principal Balance of the Certificates has been reduced
to zero, the
Class X Distribution Amount shall include the Overcollateralization
Amount.
CLASS X PASS-THROUGH RATE: On any Distribution Date, a per annum
rate
equal to the percentage equivalent of a fraction, the numerator of
which is the
sum of the amounts calculated pursuant to clauses (A) through (K)
below, and the
denominator of which is the aggregate of the Uncertificated
Principal Balances
of the REMIC II Regular Interests (other than REMIC II Regular
Interest LTII-IO
and REMIC II Regular Interest LTII-P). For purposes of calculating
the
Pass-Through Rate for the Class X Certificates, the numerator is
equal to the
sum of the following components:
(A) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular Interest LTII-AA minus the Marker Rate, applied to an
amount equal to
the Uncertificated Principal Balance of REMIC II Regular Interest
LTII-AA;
(B) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular Interest LTII-[___] minus the Marker Rate, applied to an
amount equal to
the Uncertificated Principal Balance of REMIC II Regular Interest
LTII-[___];
(C) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular Interest LTII-[___] minus the Marker Rate, applied to an
amount equal to
the Uncertificated Principal Balance of REMIC II Regular Interest
LTII-[___];
(D) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular Interest LTII-[___] minus the Marker Rate, applied to an
amount equal to
the Uncertificated Principal Balance of REMIC II Regular Interest
LTII-[___];
(E) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular Interest LTII-[___] minus the Marker Rate, applied to an
amount equal to
the Uncertificated Principal Balance of REMIC II Regular Interest
LTII-[___];
(F) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular Interest LTII-[___] minus the Marker Rate, applied to an
amount equal to
the Uncertificated Principal Balance of REMIC II Regular Interest
LTII-[___];
(G) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular Interest LTII-[___] minus the Marker Rate, applied to an
amount equal to
the Uncertificated Principal Balance of REMIC II Regular Interest
LTII-[___];
(H) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular Interest LTII-[___] minus the Marker Rate, applied to an
amount equal to
the Uncertificated Principal Balance of REMIC II Regular Interest
LTII-[___];
(I) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular Interest LTII-[___] minus the Marker Rate, applied to an
amount equal to
the Uncertificated Principal Balance of REMIC II Regular Interest
LTII-[___];
and
(J) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular Interest LTII-ZZ minus the Marker Rate, applied to an
amount equal to
the Uncertificated Principal Balance of REMIC II Regular Interest
LTII-ZZ.
CLEANUP CALL: As
defined in Section 11.01.
CLOSING DATE:
[___________].
CODE: The Internal Revenue Code of 1986, including any successor
or
amendatory provisions.
COMPENSATING INTEREST: With respect to any Distribution Date, an
amount
to be deposited in the Distribution Account by the Servicer or the
Master
Servicer to offset a Prepayment Interest Shortfall on a Mortgage
Loan in
accordance with this Agreement; provided, however that the amount
of
Compensating Interest required to be paid in respect of the
Mortgage Loans shall
not exceed one-half of the Servicing Fee payable to the Servicer
or, in the case
of the Master Servicer shall not exceed the Master Servicing
Compensation
payable to the Master Servicer with respect to the related
Prepayment Period.
CORPORATE TRUST OFFICE: The principal corporate trust office of
the
Trustee or the Securities Adminitsrtaor, as the case maybe, at
which, at any
particular time its corporate business in connection with this
agreement shall
be administered, which office at the date of the execution of this
instrument is
located at (ii) in the case of the Trustee,
[_____________________],
[_________________________], 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 Securities Administrator
and the
Servicer, and (ii) with respect to the office of the Securities
Administrator,
which for purposes of Certificate transfers and surrender is
located at.,
[_____________________], [_________________________], Attention:
[_________],
and for all other purposes is located at
[_____________________],
[_________________________], Attention: [_________], or at such
other address as
the Securities Administrator may designate from time to time by
notice to the
Certificiateholders, the Depositor, the Master Servicer, the
Servicer and the
Trustee.
CORRESPONDING CERTIFICATE: With respect to:
(i) REMIC II Regular Interest LTII-[___], the Class [___]
Certificates,
(ii) REMIC II Regular Interest LTII-[___], the Class [___]
Certificates;
(iii) REMIC II Regular Interest LTII-[___], the Class [___]
Certificates;
(iv) REMIC II Regular Interest LTII-[___], the Class [___]
Certificates;
(v) REMIC II Regular Interest LTII-[___], the Class [___]
Certificates;
(vi) REMIC II Regular Interest LTII-[___], the Class [___]
Certificates;
(vii) REMIC II Regular Interest LTII-[___], the Class [___]
Certificates;
(viii) REMIC II Regular Interest LTII-[___], the Class [___]
Certificates; and
(ix) REMIC II Regular Interest LTII-P, the Class P
Certificates.
CREDIT ENHANCEMENT PERCENTAGE: With respect to any Distribution
Date
and any Class of Publicly Offered Certificates, the percentage
obtained by
dividing (x) the sum of (i) the aggregate Certificate Principal
Balance of the
Class or Classes of Publicly Offered Certificates subordinate
thereto and (ii)
the Overcollateralization Amount by (y) the aggregate Stated
Principal Balance
of the Mortgage Loans, calculated after taking into account
distributions of
principal on the Mortgage Loans and distribution of the Principal
Distribution
Amount to the holders of the Certificates then entitled to
distributions of
principal on such Distribution Date.
CREDIT RISK MANAGEMENT AGREEMENT: The agreement between the Credit
Risk
Manager and the Servicer and/or Master Servicer, dated as of
[_________].
CREDIT RISK MANAGEMENT FEE: As to each Mortgage Loan and any
Distribution Date, an amount equal to 1/12th of the Credit Risk
Management Fee
Rate multiplied by the Stated Principal Balance of such Mortgage
Loan as of the
last day of the related Due Period. The Credit Risk Management Fee
shall be
payable to the Credit Risk Manager and/or the Sponsor pursuant to
Section
3.32(a)(vii) and 3.33(b).
CREDIT RISK MANAGEMENT FEE RATE: [____]% per annum.
CREDIT RISK MANAGER: [____________________], a [_______]
corporation,
and its successors and assigns.
CUSTODIAL ACCOUNT: The account established and maintained by
the
Servicer with respect to receipts on the Mortgage Loans and related
REO
Properties in accordance with Section 3.26(b).
CUSTODIAL AGREEMENT: The Custodial Agreement dated as of
[_________]
among [_________], the Servicer, as a servicer and the Trustee.
CUSTODIAN: [________________], or any successor thereto
appointed
pursuant to the Custodial Agreement.
CUT-OFF DATE:
[_________].
CUT-OFF DATE PRINCIPAL BALANCE: As to any Mortgage Loan, the
unpaid
principal balance thereof as of the close of business on the
Cut-off Date after
application of all Principal Prepayments received prior to the
Cut-off Date and
scheduled payments of principal due on or before the Cut-off Date,
whether or
not received, but without giving effect to any installments of
principal
received in respect of Due Dates after the Cut-off Date.
DEBT
SERVICE REDUCTION: With respect to any Mortgage Loan, a
reduction
by a court of competent jurisdiction in a proceeding under the
Bankruptcy Code
in the Scheduled Payment for such Mortgage Loan that became final
and
non-appealable, except such a reduction resulting from a Deficient
Valuation or
any other reduction that results in a permanent forgiveness of
principal.
DEFICIENT VALUATION: With respect to any Mortgage Loan, a valuation
by
a court of competent jurisdiction of the Mortgaged Property in an
amount less
than the then outstanding indebtedness under such Mortgage Loan, or
any
reduction in the amount of principal to be paid in connection with
any Scheduled
Payment that results in a permanent forgiveness of principal, which
valuation or
reduction results from an order of such court that is final and
non-appealable
in a proceeding under the Bankruptcy Code.
DEFINITIVE CERTIFICATES: As defined in Section 6.06.
DELETED MORTGAGE LOAN: A Mortgage Loan replaced or to be replaced
by a
Replacement Mortgage Loan.
DELINQUENT: A Mortgage Loan is "delinquent" if any payment due
thereon
is not made pursuant to the terms of such Mortgage Loan by the
close of business
on the day such payment is scheduled to be due. A Mortgage Loan is
"30 days
delinquent" if such payment has not been received by the close of
business on
the corresponding day of the month immediately succeeding the month
in which
such payment was due, or, if there is no such corresponding day
(e.g., as when a
30-day month follows a 31-day month in which a payment was due on
the 31st day
of such month), then on the last day of such immediately succeeding
month.
Similarly for "60 days delinquent," "90 days delinquent" and so
on.
DENOMINATION: With respect to each Certificate, the amount set
forth on
the face thereof as the "Initial Certificate Principal Balance of
this
Certificate".
DEPOSITOR: Nomura Asset Acceptance Corporation, a Delaware
corporation,
or its successor in interest.
DEPOSITORY: The
initial Depository shall be The Depository Trust
Company ("DTC"), the nominee of which is Cede & Co., or any
other organization
registered as a "clearing agency" pursuant to Section 17A of the
Exchange Act.
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(a)(5) of the Uniform Commercial Code of
the State of
New York.
DEPOSITORY AGREEMENT: With respect to the Class of Book-Entry
Certificates, the agreement among the Depositor, the Trustee and
the initial
Depository, dated as of the Closing Date, substantially in the form
of Exhibit
I.
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 [__]
day
of the month of such Distribution Date or, if such [__] day is not
a Business
Day, the immediately preceding Business Day.
DISTRIBUTION ACCOUNT: The separate Eligible Account created and
maintained by the Securities Administrator pursuant to Section 3.31
for the
benefit of the Certificateholders and designated
"[_____________________], in
trust for registered holders of Nomura Asset Acceptance Corp.,
Mortgage
Pass-Through Certificates, Series [_________]". Funds in the
Distribution
Account shall be held in trust for the Certificateholders for the
uses and
purposes set forth in this Agreement.
DISTRIBUTION DATE: The [_________] day of each calendar month after
the
initial issuance of the Certificates, or if such [_________] day is
not a
Business Day, the next succeeding Business Day, commencing in
[---------].
DUE DATE: As to any Mortgage Loan, the date in each month on which
the
related Scheduled Payment is due, as set forth in the related
Mortgage Note.
DUE PERIOD: For any Distribution Date, the period from the second
day
of the calendar month preceding the calendar month in which such
Distribution
Date occurs through the close of business on the first day of the
calendar 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
long-term unsecured debt obligations and short-term unsecured debt
obligations
of which are rated by each Rating Agency in one of its two highest
long-term and
its highest short-term rating categories respectively, at the time
any amounts
are held on deposit therein, or (ii) an account or accounts in a
depository
institution or trust company in which such accounts are insured by
the FDIC (to
the limits established by the FDIC) and the uninsured deposits in
which accounts
are otherwise secured such that, as evidenced by an Opinion of
Counsel delivered
to the Trustee and to each Rating Agency, the Certificateholders
have a claim
with respect to the funds in such account or a perfected first
priority security
interest against any 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 or trust
company in which
such account is maintained, or (iii) a segregated, non-interest
bearing trust
account or accounts maintained with the corporate trust department
of a federal
or state chartered depository institution or trust company having
capital and
surplus of not less than $50,000,000, acting in its fiduciary
capacity or (iv)
any other account acceptable to the Rating Agencies as evidenced in
writing by
the Rating Agencies. Eligible Accounts may bear interest, and may
include, if
otherwise qualified under this definition, accounts maintained with
the Trustee
or Securities Administrator.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA RESTRICTED CERTIFICATE: Each of the Class X, Class P and
Residual
Certificates.
ESCROW ACCOUNT: Shall mean an account maintained by the
Servicer
pursuant to Section 3.29. The Escrow Account shall be an Eligible
Account.
EXCESS CAP PAYMENT: With respect to any Distribution Date, the
excess,
if any, of (1) the cap payments made by the Cap Provider under the
Cap Contract
with respect to the Class [___] Certificates over (2) the amount of
the unpaid
Net WAC Rate Carryover Amounts attributable to the Class [___]
Certificates for
such Distribution Date.
EXCESS LIQUIDATION PROCEEDS: To the extent not required by law to
be
paid to the related Mortgagor, the excess, if any, of any
Liquidation Proceeds
with respect to a Mortgage Loan over the Stated Principal Balance
of such
Mortgage Loan and accrued and unpaid interest at the related
Mortgage Rate
through the last day of the month in which the Mortgage Loan has
been
liquidated.
EXCHANGE ACT: Securities and Exchange Act of 1934, as amended.
EXEMPTION: Prohibited Transaction Exemption 93-32, as amended from
time
to time.
EXTRA PRINCIPAL DISTRIBUTION AMOUNT: With respect to any
Distribution
Date, the lesser of (x) the Net Monthly Excess Cashflow for such
Distribution
Date and (y) the Overcollateralization Increase Amount for such
Distribution
Date.
FANNIE MAE: Fannie Mae (formerly, Federal National Mortgage
Association), or any successor thereto.
FDIC: The 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 Sponsor, the Depositor or the Master Servicer pursuant to or
as
contemplated by Section 2.03(c) or Section 10.01), a determination
made by the
Servicer pursuant to this Agreement, that all Insurance Proceeds,
Liquidation
Proceeds and other payments or recoveries which the Servicer in its
reasonable
good faith judgment, expects to be finally recoverable in respect
thereof have
been so recovered. The Servicer shall maintain records of each
Final Recovery
Determination made thereby.
FIRREA: The Financial Institutions Reform, Recovery, and
Enforcement
Act of 1989, as amended.
FREDDIE MAC: Federal Home Loan Mortgage Corporation, or any
successor
thereto.
INDEMNIFIED PERSONS: The Trustee, the Master Servicer, the
Securities
Administrator, the Custodian, the Trust Fund and their officers,
directors,
agents and employees and, with respect to the Trustee, any separate
co-trustee
and its officers, directors, agents and employees.
INITIAL CERTIFICATE PRINCIPAL BALANCE: With respect to any
Certificate,
the Certificate Principal Balance of such Certificate or any
predecessor
Certificate on the Closing Date.
INSURANCE POLICY: With respect to any Mortgage Loan included in
the
Trust Fund, any insurance policy, including all riders and
endorsements thereto
in effect with respect to such Mortgage Loan, including any
replacement policy
or policies for any Insurance Policies.
INSURANCE PROCEEDS: Proceeds paid in respect of the Mortgage
Loans
pursuant to any Insurance Policy or any other insurance policy
covering a
Mortgage Loan, to the extent such proceeds are payable to the
mortgagee under
the Mortgage, the Servicer or the trustee under the deed of trust
and are not
applied to the restoration of the related Mortgaged Property or
released to the
Mortgagor in accordance with the servicing standard set forth in
Section 3.01
other than any amount included in such Insurance Proceeds in
respect of Insured
Expenses.
INSURED EXPENSES: Expenses covered by any Insurance Policy with
respect
to the Mortgage Loans.
INTEREST CARRY FORWARD AMOUNT: With respect to any Class of
Certificates (other than the Class X, Class P and Class R
Certificates) and any
Distribution Date, the amount, if any, by which the Interest
Distribution Amount
for that Class of Certificates for the immediately preceding
Distribution Date
exceeded the actual amount distributed on such Class in respect of
interest on
the immediately preceding Distribution Date, together with any
Interest Carry
Forward Amount with respect to such Class remaining unpaid from the
previous
Distribution Date.
INTEREST DETERMINATION DATE: Shall mean the second LIBOR Business
Day
preceding the commencement of each Accrual Period.
INTEREST DISTRIBUTION AMOUNT: With respect to any Class of
Certificates
(other than the Class P Certificates and Class R Certificates) and
any
Distribution Date, an amount equal to the interest accrued during
the related
Accrual Period at the applicable Pass-Through Rate on the
Certificate Principal
Balance (or Certificate Notional Balance) of such Certificate
immediately prior
to such Distribution Date less such Certificate's share of any Net
Interest
Shortfall and the interest portion of any Realized Losses on the
Mortgage Loans
allocated to such Certificate pursuant to Section 1.02. The
Interest
Distribution Amount with respect to each class of Certificates
(other than the
Class [___] Certificates) is calculated on the basis of a 360-day
year
consisting of twelve 30-day months. The Interest Distribution
Amount with
respect to the Class [___] Certificates is calculated on the basis
of a 360-day
year and the actual number of days elapsed in the related Accrual
Period. No
Interest Distribution Amount will be payable with respect to any
Class of
Certificates after the Distribution Date on which the outstanding
Certificate
Principal Balance (or Certificate Notional Balance) of such
Certificate has been
reduced to zero.
INTEREST REMITTANCE AMOUNT: With respect to any Distribution Date,
that
portion of the Available Distribution Amount for such Distribution
Date
generally equal to (i) the sum, without duplication, of (a) all
scheduled
interest during the related Due Period with respect to the Mortgage
Loans less
the Servicing Fee, the Credit Risk Management Fee and the fee
payable to any
provider of lender-paid mortgage insurance, if any, (b) all
Advances relating to
interest with respect to the Mortgage Loans made on or prior to the
related
Remittance Date, (c) all Compensating Interest with respect to the
Mortgage
Loans and required to be remitted by the Servicer or the Master
Servicer
pursuant to this Agreement with respect to such Distribution Date,
(d)
Liquidation Proceeds and Subsequent Recoveries with respect to the
Mortgage
Loans collected during the related Prepayment Period (to the extent
such
Liquidation Proceeds and Subsequent Recoveries relate to interest),
(e) all
amounts relating to interest with respect to each Mortgage Loan
repurchased by
the Sponsor pursuant to Sections 2.02 and 2.03 and (f) all amounts
in respect of
interest paid by the Master Servicer pursuant to Section 10.01 to
the extent
remitted by the Master Servicer to the Distribution Account
pursuant to this
Agreement or minus (ii) all amounts required to be reimbursed by
the Trust
pursuant to Section 3.32 or as otherwise set forth in this
Agreement or any
Custodial Agreement.
INTEREST SHORTFALL: With respect to any Distribution Date, the
aggregate shortfall, if any, in collections of interest (adjusted
to the related
Net Mortgage Rates) on Mortgage Loans resulting from (a) Principal
Prepayments
in full received during the related Prepayment Period, (b) partial
Principal
Prepayments received during the related Prepayment Period to the
extent applied
prior to the Due Date in the month of the Distribution Date and (c)
interest
payments on certain of the Mortgage Loans being limited pursuant to
the
provisions of the Relief Act.
LAST SCHEDULED DISTRIBUTION DATE: With respect to the
Certificates
(other than the Class [___] Certificates), the Distribution Date in
[_________]
and with respect to the Class [___] Certificates, the Distribution
Date in
[_________].
LATEST POSSIBLE MATURITY DATE: The Distribution Date following
the
final scheduled maturity date of the Mortgage Loan in the Trust
Fund having the
latest scheduled maturity date as of the Cut-off Date. For purposes
of the
Treasury Regulations under Code section 860A through 860G, the
latest possible
maturity date of each regular interest issued by REMIC I, REMIC II
and REMIC III
shall be the Latest Possible Maturity Date.
LIBOR BUSINESS
DAY: Shall mean any day other than a Saturday or a
Sunday or a day on which banking institutions in the State of New
York or in the
city of London, England are required or authorized by law to be
closed.
LIQUIDATED LOAN: With respect to any Distribution Date, a
defaulted
Mortgage Loan that has been liquidated through deed-in-lieu of
foreclosure,
foreclosure sale, trustee's sale or other realization as provided
by applicable
law governing the real property subject to the related Mortgage and
any security
agreements and as to which Servicer has certified in the related
Prepayment
Period in writing to the Securities Administrator that it has made
a Final
Recovery Determination.
LIQUIDATION PROCEEDS: Amounts, other than Insurance Proceeds,
received
in connection with the partial or complete liquidation of a
Mortgage Loan,
whether through trustee's sale, foreclosure sale or otherwise, or
in connection
with any condemnation or partial release of a Mortgaged Property
and any other
proceeds received with respect to an REO Property, less the sum of
related
unreimbursed Advances, Servicing Fees, Master Servicing Fees and
Servicing
Advances and all expenses of liquidation, including property
protection expenses
and foreclosure and sale costs, including court and reasonable
attorneys fees.
LOAN-TO-VALUE RATIO: The fraction, expressed as a percentage,
the
numerator of which is the original principal balance of the
Mortgage Loan and
the denominator of which is the Appraised Value of the related
Mortgaged
Property.
MAJORITY CLASS X CERTIFICATEHOLDER: The Holder of a 50.01% or
greater
Percentage Interest in the Class X Certificates.
MARKER RATE: With respect to the Class X Certificates and any
Distribution Date, a per annum rate equal to two (2) times the
weighted average
of the Uncertificated REMIC II Pass-Through Rates for REMIC II
Regular Interest
LTII-[___], REMIC II Regular Interest LTII-[___], REMIC II Regular
Interest
LTII-[___], REMIC II Regular Interest LTII-[___], REMIC II Regular
Interest
LTII-[___], REMIC II Regular Interest LTII-[___], REMIC II Regular
Interest
LTII-[___], REMIC II Regular Interest LTII-[___] and REMIC II
Regular Interest
LTII-ZZ, with the rate on REMIC II Regular Interest LTII-[___]
subject to a cap
equal to the lesser of (x) One-Month LIBOR plus [____]% per annum
and (y) the
Net WAC Rate Cap for the purpose of this calculation; with the rate
on REMIC II
Regular Interest LTII-[___] subject to a cap equal to the lesser of
(x) [____]%
per annum and (y) the Net WAC Rate Cap for the purpose of this
calculation; with
the rate on REMIC II Regular Interest LTII-[___] subject to a cap
equal to the
lesser of (x) [____]% per annum and (y) the Net WAC Rate Cap for
the purpose of
this calculation; with the rate on REMIC II Regular Interest
LTII-[___] subject
to a cap equal to the lesser of (A) in the case of any Distribution
Date up to
and including the Optional Termination Date, the lesser of (x)
[____]% per annum
and (y) the Net WAC Rate Cap and (B) in the case of any
Distribution Date after
the Optional Termination Date, the lesser of (x) [____]% per annum
and (y) the
Net WAC Rate Cap for the purpose of this calculation; with the rate
on REMIC II
Regular Interest LTII-[___] subject to a cap equal to the lesser of
(A) in the
case of any Distribution Date up to and including the Optional
Termination Date,
the lesser of (x) [____]% per annum and (y) the Net WAC Rate Cap
and (B) in the
case of any Distribution Date after the Optional Termination Date,
the lesser of
(x) [____]% per annum and (y) the Net WAC Rate Cap for the purpose
of this
calculation; with the rate on REMIC II Regular Interest LTII-[___]
subject to a
cap equal to (A) in the case of any Distribution Date up to and
including the
Optional Termination Date, the lesser of (x) [____]% per annum and
(y) the Net
WAC Rate Cap and (B) in the case of any Distribution Date after the
Optional
Termination Date, the lesser of (x) [____]% per annum and (y) the
Net WAC Rate
Cap for the purpose of this calculation; with the rate on REMIC II
Regular
Interest LTII-[___] subject to a cap equal to (A) in the case of
any
Distribution Date up to and including the Optional Termination
Date, the lesser
of (x) [____]% per annum and (y) the Net WAC Rate Cap and (B) in
the case of any
Distribution Date after the Optional Termination Date, the lesser
of (x) [____]%
per annum and (y) the Net WAC Rate Cap for the purpose of this
calculation; with
the rate on REMIC II Regular Interest LTII-[___] subject to a cap
equal to (A)
in the case of any Distribution Date up to and including the
Optional
Termination Date, the lesser of (x) [____]% per annum and (y) the
Net WAC Rate
Cap and (B) in the case of any Distribution Date after the Optional
Termination
Date, the lesser of (x) [____]% per annum and (y) the Net WAC Rate
Cap for the
purpose of this calculation; provided, however, that for this
purpose, the
calculation of the Uncertificated REMIC II Pass-Through Rate and
the related cap
with respect to REMIC II Regular Interest LTII-[___] 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: As of the Closing Date, [_________________]
and
thereafter, its respective successors in interest who meet the
qualifications of
this Agreement. The Master Servicer and the Securities
Administrator shall at
all times be the same Person or Affiliates.
MASTER SERVICER ASSESSMENT OF COMPLIANCE: As defined in Section
4.14.
MASTER SERVICER ATTESTATION REPORT: As defined in Section 4.15.
MASTER SERVICER CERTIFICATION: A written certification signed by
an
officer of the Master Servicer that complies with (i) the
Sarbanes-Oxley Act of
2002, as amended from time to time, and (ii) the February 21, 2003
Statement by
the Staff of the Division of Corporation Finance of the Securities
and Exchange
Commission Regarding Compliance by Asset-Backed Issuers with
Exchange Act Rules
13a-14 and 15d-14, as in effect from time to time; provided that
if, after the
Closing Date (a) the Sarbanes-Oxley Act of 2002 is amended, (b) the
Statement
referred to in clause (ii) is modified or superseded by any
subsequent
statement, rule or regulation of the Securities and Exchange
Commission or any
statement of a division thereof, or (c) any future releases, rules
and
regulations are published by the Securities and Exchange Commission
from time to
time pursuant to the Sarbanes-Oxley Act of 2002, which in any such
case affects
the form or substance of the required certification and results in
the required
certification being, in the reasonable judgment of the Master
Servicer,
materially more onerous than the form of the required certification
as of the
Closing Date, the Master Servicer Certification shall be as agreed
to by the
Master Servicer, the Depositor and the Sponsor following a
negotiation in good
faith to determine how to comply with any such new
requirements.
MASTER SERVICER DEFAULT: One or more of the events described in
Section
8.01(b).
MASTER SERVICING FEE RATE: [_____]% per annum.
MASTER SERVICING COMPENSATION: As defined in Section 4.12.
MASTER SERVICING FEE: With respect to each Mortgage Loan and for
any
calendar month, an amount equal to one twelfth of the product of
the Master
Servicer Fee Rate multiplied by the Stated Principal Balance of the
Mortgage
Loans as of the Due Date in the preceding calendar month.
MERS: Mortgage Electronic Registration Systems, Inc., a
corporation
organized and existing under the laws of the State of Delaware, or
any successor
thereto.
MERS(R) SYSTEM: The system of recording transfers of Mortgages
electronically maintained by MERS.
MEZZANINE CERTIFICATES: Shall mean, collectively, the Class
[___],
Class [___] and Class [___] Certificates.
MIN: The Mortgage Identification Number for Mortgage Loans
registered
with MERS on the MERS(R) System.
MOM LOAN: Any Mortgage Loan as to which MERS is acting as the
mortgagee
of such Mortgage Loan, solely as nominee for the originator of such
Mortgage
Loan and its successors and assigns, at the origination
thereof.
MONTHLY STATEMENT: The statement delivered to the
Certificateholders
pursuant to Section 5.06.
MOODY'S: Moody's
Investors Service, Inc. or its successor in interest.
MORTGAGE: The mortgage, deed of trust or other instrument creating
a
first lien on or first priority ownership interest in an estate in
fee simple in
real property securing a Mortgage Note.
MORTGAGE FILE: The Mortgage Loan Documents pertaining to a
particular
Mortgage Loan and any additional documents delivered to the Trustee
to be added
to the Mortgage File pursuant to this Agreement.
MORTGAGE LOAN DOCUMENTS: As defined in Section 2.01.
MORTGAGE LOANS: Such of the Mortgage Loans transferred and assigned
to
the Trustee pursuant to the provisions hereof, as from time to time
are held as
a part of the Trust Fund (including any REO Property), the mortgage
loans so
held being identified in the Mortgage Loan Schedule,
notwithstanding foreclosure
or other acquisition of title of the related Mortgaged
Property.
MORTGAGE LOAN PURCHASE AGREEMENT: The Mortgage Loan Purchase
Agreement
dated as of [_________], between the Sponsor, as seller, and the
Depositor, as
purchaser, a form of which is attached hereto as Exhibit C.
MORTGAGE LOAN PURCHASE PRICE: The price, calculated as set forth
in
Section 10.01, to be paid in connection with the purchase of the
Mortgage Loans
pursuant to Section 10.01.
MORTGAGE LOAN SCHEDULE: The list of Mortgage Loans (as from time
to
time amended by the Servicer to reflect the deletion of Deleted
Mortgage Loans
and the addition of Replacement Mortgage Loans pursuant to the
provisions of
this Agreement transferred to the Trustee as part of the Trust Fund
and from
time to time subject to this Agreement, the initial Mortgage Loan
Schedule being
attached hereto as Exhibit B-1, setting forth the following
information with
respect to each Mortgage Loan:
(i)
the loan number;
(ii) the
Mortgage Rate in effect as of the Cut-off Date;
(iii) the
Servicing Fee Rate;
(iv) the
Net Mortgage Rate in effect as of the Cut-off
Date;
(v)
the maturity date;
(vi) the
original principal balance;
(vii) the
Cut-off Date Principal Balance;
(viii) the original
term;
(ix) the
remaining term;
(x)
the property type;
(xi) with
respect to each MOM Loan, the related MIN;
(xii) the Custodian;
and
(xiii) a code
indicating whether the Mortgage Loan is
subject to a Prepayment Charge, the term of such
Prepayment Charge and the amount of such Prepayment
Charge.
Such schedule shall also set forth the aggregate Cut-off Date
Principal Balance
for all of the Mortgage Loans.
MORTGAGE NOTE: The original executed note or other evidence of
indebtedness of a Mortgagor under a Mortgage Loan.
MORTGAGE RATE: The annual rate of interest borne by a Mortgage
Note.
MORTGAGED PROPERTY: The underlying property securing a Mortgage
Loan.
MORTGAGOR: The obligor on a Mortgage Note.
NET INTEREST SHORTFALLS: Shall mean Interest Shortfalls net of
payments
by the Servicer or the Master Servicer in respect of Compensating
Interest.
NET MONTHLY EXCESS CASHFLOW: With respect to any Distribution Date,
the
sum of (a) any Overcollateralization Reduction Amount and (b) the
excess of (x)
the Available Distribution Amount for such Distribution Date over
(y) the sum
for such Distribution Date of (A) the aggregate amount of Senior
Interest
Distribution Amounts payable to the Senior Certificates and the
Interest
Distribution Amounts payable to the Mezzanine Certificates and (B)
the Principal
Remittance Amount.
NET MORTGAGE RATE: As to each Mortgage Loan, and at any time, the
per
annum rate equal to the related Mortgage Rate less the sum of (i)
the Servicing
Fee Rate, (ii) the Credit Risk Management Fee Rate, the Master
Servicer Fee Rate
and (iii) the rate at which the fee payable to any provider of
lender-paid
mortgage insurance is calculated, if applicable.
NET WAC RATE CAP: With respect to the Senior Certificates (other
than
the Class [___] Certificates) and the Mezzanine Certificates, (i)
from and
including the Distribution Date in [_________] through and
including the
Distribution Date in [_________], (a) the weighted average of the
Net Mortgage
Rates of the Mortgage Loans, weighted based on their Stated
Principal Balances
as of the first day of the calendar month preceding the month in
which the
Distribution Date occurs minus [____]% per annum times (b) a
fraction, the
numerator of which is the Certificate Notional Balance of the Class
[___]
Certificates and the denominator of which is the aggregate Stated
Principal
Balance of the Mortgage Loans as of the first day of the calendar
month
preceding the month in which the Distribution Date occurs, and (ii)
thereafter,
the weighted average of the Net Mortgage Rates of the Mortgage
Loans, weighted
based on their Stated Principal Balances as of the first day of the
calendar
month preceding the month in which the Distribution Date occurs;
provided that
the Net WAC Rate Cap with respect to the Class [___] Certificates
shall be
multiplied by a fraction, the numerator of which is 30 and the
denominator of
which is the actual number of days in the Accrual Period.
For federal income tax purposes, the Net WAC Rate Cap, with respect
to
any Distribution Date, shall be expressed as the weighted average
of the
Uncertificated REMIC II Pass-Through Rates on each REMIC II Regular
Interest
(other than REMIC II Regular Interest LTII-IO) weighted on the
basis of the
Uncertificated Principal Balance of the REMIC II Regular Interests
and, with
respect to the Insured Certificates, minus the Insurer Premium
Rate.
NET WAC RATE CARRYOVER AMOUNT: With respect to each class of
Senior
Certificates (other than the Class [___] Certificates) and the
Mezzanine
Certificates and any Distribution Date on which the related
Pass-Through Rate is
reduced by the Net WAC Rate Cap, an amount equal to the sum of (i)
the excess of
(x) the amount of interest such Class would have been entitled to
receive on
such Distribution Date if the Pass-Through Rate applicable to such
Class would
not have been reduced by the Net WAC Rate Cap on such Distribution
Date over (y)
the amount of interest paid on such Distribution Date to such class
plus (ii)
the related Net WAC Rate Carryover Amount for the previous
Distribution Date not
previously distributed to such class.
NET WAC RESERVE FUND: Shall mean the segregated non-interest
bearing
trust account created and maintained by the Securities
Administrator pursuant to
Section 5.10 hereof.
NON-BOOK-ENTRY CERTIFICATE: Any Certificate other than a
Book-Entry
Certificate.
NONRECOVERABLE ADVANCE: Any portion of an Advance or Servicing
Advance
previously made or proposed to be made by the Servicer pursuant to
this
Agreement or the Master Servicer as Successor Servicer, that, in
the good faith
judgment of the Servicer or the Master Servicer as Successor
Servicer, will not
or, in the case of a proposed Advance or Servicing Advance, would
not, be
ultimately recoverable by it from the related Mortgagor, related
Liquidation
Proceeds, Insurance Proceeds or otherwise.
OFFICER'S CERTIFICATE: A certificate (i) signed by the Chairman of
the
Board, the Vice Chairman of the Board, the President, a Vice
President (however
denominated), an Assistant Vice President, the Treasurer, the
Secretary, or one
of the assistant treasurers or assistant secretaries of the
Depositor or the
Trustee (or any other officer customarily performing functions
similar to those
performed by any of the above designated officers and also to whom,
with respect
to a particular matter, such matter is referred because of such
officer's
knowledge of and familiarity with a particular subject) or (ii), if
provided for
in this Agreement, signed by an Authorized Servicer Representative,
as the case
may be, and delivered to the Depositor, the Sponsor, the Master
Servicer, the
Securities Administrator and/or the Trustee, as the case may be, as
required by
this Agreement.
ONE-MONTH LIBOR: With respect to any Accrual Period (other than
the
first Accrual Period), the rate determined by the Securities
Administrator on
the related Interest Determination Date on the basis of the rate
for U.S. dollar
deposits for one month that appears on Telerate Screen Page 3750 as
of 11:00
a.m. (London time) on such Interest Determination Date. If such
rate does not
appear on such page (or such other page as may replace that page on
that
service, or if such service is no longer offered, such other
service for
displaying One-Month LIBOR or comparable rates as may be reasonably
selected by
the Securities Administrator), One-Month LIBOR for the applicable
Accrual Period
will be the Reference Bank Rate. If no such quotations can be
obtained by the
Securities Administrator and no Reference Bank Rate is available,
One-Month
LIBOR will be One-Month LIBOR applicable to the preceding Accrual
Period. The
establishment of One-Month LIBOR on each Interest Determination
Date by the
Securities Administrator and the Securities Administrator's
calculation of the
rate of interest applicable to the Class [___] Certificates for the
related
Accrual Period shall, in the absence of manifest error, be final
and binding.
With respect to the first Accrual Period, One-Month LIBOR shall
equal [____]%
per annum.
OPINION OF COUNSEL: A written opinion of counsel, who may be
counsel
for the Sponsor, the Master Servicer, the Depositor or the
Servicer, reasonably
acceptable to each addressee of such opinion; provided that with
respect to
Section 2.05, 7.05 or 11.01, or the interpretation or application
of the REMIC
Provisions, such counsel must (i) in fact be independent of the
Sponsor, the
Master Servicer, the Depositor and the Servicer, (ii) not have any
direct
financial interest in the Sponsor, the Depositor, the Master
Servicer or the
Servicer or in any affiliate of any of them, and (iii) not be
connected with the
Sponsor, the Depositor or the Master Servicer as an officer,
employee, promoter,
underwriter, trustee, partner, director or person performing
similar functions.
OPTIONAL TERMINATION: The termination of the Trust Fund created
hereunder as a result of the purchase of all of the Mortgage Loans
and any
related REO Property pursuant to Section 10.01.
OPTIONAL TERMINATION DATE: The first Distribution Date on which
the
Master Servicer may purchase, at its option, the Mortgage Loans and
related REO
Properties as described in Section 10.01.
OTS: The Office of Thrift Supervision or any successor thereto.
OUTSTANDING: With respect to the Certificates as of any date of
determination, all Certificates theretofore executed and
authenticated under
this Agreement except:
(a) Certificates theretofore canceled by the Securities
Administrator or delivered to the Securities Administrator for
cancellation; and
(b) Certificates in exchange for which or in lieu of which
other Certificates have been executed and delivered by the
Securities
Administrator pursuant to this Agreement.
OUTSTANDING MORTGAGE LOAN: As of any date of determination, a
Mortgage
Loan with a Stated Principal Balance greater than zero that was not
the subject
of a Principal Prepayment in full, and that did not become a
Liquidated Loan,
prior to the end of the related Prepayment Period.
OVERCOLLATERALIZATION AMOUNT: With respect to any Distribution
Date,
the excess, if any, of (a) the aggregate Stated Principal Balance
of the
Mortgage Loans as of the last day of the related Due Period over
(b) the
aggregate Certificate Principal Balance of the Senior Certificates
(other than
the Class [___] Certificates) and the Mezzanine Certificates on
such
Distribution Date (after taking into account the payment of 100% of
the
Principal Remittance Amount on such Distribution Date).
OVERCOLLATERALIZATION INCREASE AMOUNT: With respect to any
Distribution
Date, the excess, if any, of (a) the Required Overcollateralization
Amount over
(b) the Overcollateralization Amount on such Distribution Date.
OVERCOLLATERALIZATION REDUCTION AMOUNT: With respect to any
Distribution Date, the lesser of (x) the Principal Remittance
Amount for such
Distribution Date and (y) the excess, if any, of (i) the
Overcollateralization
Amount for such Distribution Date over (ii) the Required
Overcollateralization
Amount for such Distribution Date.
OWNERSHIP INTEREST: As to any Certificate, any ownership interest
in
such Certificate including any interest in such Certificate as the
Holder
thereof and any other interest therein, whether direct or indirect,
legal or
beneficial.
PASS-THROUGH RATE: With respect to each Class of Certificates,
the
applicable Pass-Through Rate for each Class as set forth in the
Preliminary
Statement.
PERCENTAGE INTEREST: With respect to any Certificate of a
specified
Class, the Percentage Interest set forth on the face thereof or the
percentage
obtained by dividing the Denomination of such Certificate by the
aggregate of
the Denominations of all Certificates of such Class.
PERMITTED INVESTMENTS: At any time, any one or more of the
following
obligations and securities:
(i) direct obligations of, or obligations fully guaranteed as
to timely payment of principal and interest by, the United States
or
any agency thereof, provided such obligations are
unconditionally
backed by the full faith and credit of the United States;
(ii) general obligations of or obligations guaranteed by any
state of the United States or the District of Columbia receiving
the
highest long-term debt rating of each Rating Agency, or such
lower
rating as will not result in the downgrading or withdrawal of
the
ratings then assigned to the Certificates by each Rating Agency,
as
evidenced by a signed writing delivered by each Rating Agency;
(iii) commercial or finance company paper which is then
receiving the highest commercial or finance company paper rating
of
each Rating Agency, or such lower rating as will not result in
the
downgrading or withdrawal of the ratings then assigned to the
Certificates by each Rating Agency, as evidenced by a signed
writing
delivered by each Rating Agency;
(iv) certificates of deposit, demand or time deposits, or
bankers' acceptances issued by any depository institution or
trust
company incorporated under the laws of the United States or of
any
state thereof and subject to supervision and examination by
federal
and/or state banking authorities (including the Trustee or the
Master
Servicer in its commercial banking capacity), provided that the
commercial paper and/or long term unsecured debt obligations of
such
depository institution or trust company are then rated one of the
two
highest long-term and the highest short-term ratings of each
such
Rating Agency for such securities, or such lower ratings as will
not
result in the downgrading or withdrawal of the rating then assigned
to
the Certificates by any Rating Agency, as evidenced by a signed
writing
delivered by each Rating Agency;
(v) demand or time deposits or certificates of deposit issued
by any bank or trust company or savings institution to the extent
that
such deposits are fully insured by the FDIC;
(vi) guaranteed reinvestment agreements issued by any bank,
insurance company or other corporation containing, at the time of
the
issuance of such agreements, such terms and conditions as will
not
result in the downgrading or withdrawal of the rating then assigned
to
the Certificates by any such Rating Agency, as evidenced by a
signed
writing delivered by each Rating Agency;
(vii) repurchase obligations with respect to any security
described in clauses (i) and (ii) above, in either case entered
into
with a depository institution or trust company (acting as
principal)
described in clause (v) above;
(viii) securities (other than stripped bonds, stripped coupons
or
instruments sold at a purchase price in excess of 115% of the
face
amount thereof) bearing interest or sold at a discount issued by
any
corporation incorporated under the laws of the United States or
any
state thereof which, at the time of such investment, have one of
the
two highest long term ratings of each Rating Agency, or such
lower
rating as will not result in the downgrading or withdrawal of
the
rating then assigned to the Certificates by any Rating Agency,
as
evidenced by a signed writing delivered by each Rating Agency;
(ix) units of money market funds registered under the
Investment Company Act of 1940 including funds managed or advised
by
the Trustee, the Master Servicer or an affiliate of either, having
a
rating by S&P of AAAm-G, AAA-m, or AA-m, and if rated by
Moody's, rated
Aaa, Aa1 or Aa2;
(x) short term investment funds sponsored by any trust company
or banking association incorporated under the laws of the United
States
or any state thereof (including any such fund managed or advised by
the
Trustee, the Master Servicer or any affiliate thereof) which on
the
date of acquisition has been rated by each Rating Agency in
their
respective highest applicable rating category or such lower rating
as
will not result in the downgrading or withdrawal of the ratings
then
assigned to the Certificates by each Rating Agency, as evidenced by
a
signed writing delivered by each Rating Agency; and
(xi) such other investments having a specified stated maturity
and bearing interest or sold at a discount acceptable to each
Rating
Agency as will not result in the downgrading or withdrawal of
the
rating then assigned to the Certificates by any Rating Agency,
as
evidenced by a signed writing delivered by each Rating Agency,
as
evidenced by a signed writing delivered by each Rating Agency;
provided, however, 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 120% of the yield to maturity at par of the underlying
obligations.
PERMITTED
TRANSFEREE: Any person other than (i) the United States, any
State or political subdivision thereof, any possession of the
United States or
any agency or instrumentality of any of the foregoing, (ii) a
foreign
government, International Organization or any agency or
instrumentality of
either of the foregoing, (iii) an organization (except certain
farmers'
cooperatives described in Section 521 of the Code) that is exempt
from tax
imposed by Chapter 1 of the Code (including the tax imposed by
Section 511 of
the Code on unrelated business taxable income) on any excess
inclusions (as
defined in Section 860E(c)(1) of the Code) with respect to any
Residual
Certificate, (iv) rural electric and telephone cooperatives
described in Section
1381(a)(2)(C) of the Code, (v) a Person that is not a citizen or
resident of the
United States, a corporation, partnership (other than a partnership
that has any
direct or indirect foreign partners) or other entity (treated as a
corporation
or a partnership for federal income tax purposes), created or
organized in or
under the laws of the United States, any state thereof or the
District of
Columbia, an estate whose income from sources without the United
States is
includible in gross income for United States federal income tax
purposes
regardless of its connection with the conduct of a trade or
business within the
United States, or a trust if a court within the United States is
able to
exercise primary supervision over the administration of the trust
and one or
more United States persons have authority to control all
substantial decisions
of the trustor and (vi) any other Person based upon an Opinion of
Counsel (which
shall not be an expense of the Trustee) that states that the
Transfer of an
Ownership Interest in a Residual Certificate to such Person may
cause any REMIC
to fail to qualify as a REMIC at any time that any Certificates are
Outstanding.
The terms "United States," "State" and "International Organization"
shall have
the meanings set forth in Section 7701 of the Code or successor
provisions. A
corporation will not be treated as an instrumentality of the United
States or of
any State or political subdivision thereof for these purposes if
all of its
activities are subject to tax and, with the exception of Freddie
Mac, a majority
of its board of directors is not selected by such government
unit.
PERSON: Any individual, corporation, partnership, joint
venture,
association, joint-stock company, limited liability company,
trust,
unincorporated organization or government, or any agency or
political
subdivision thereof.
PREPAYMENT ASSUMPTION: The assumed rate of prepayment, as described
in
the Prospectus Supplement relating to each Class of Publicly
Offered
Certificates.
PREPAYMENT CHARGE: With respect to any Principal Prepayment,
any
prepayment premium, penalty or charge payable by a Mortgagor in
connection with
any Principal Prepayment on a Mortgage Loan pursuant to the terms
of the related
Mortgage Note (other than any Servicer Prepayment Charge Payment
Amount) as
shown on the Prepayment Charge Schedule.
PREPAYMENT CHARGE SCHEDULE: As of any date, the list of Mortgage
Loans
providing for a Prepayment Charge included in the Trust Fund on
such date,
attached hereto as Exhibit K (including the prepayment charge
summary attached
thereto). The Depositor shall deliver or cause the delivery of the
Prepayment
Charge Schedule to the Servicer, the Master Servicer and the
Trustee on the
Closing Date. The Prepayment Charge Schedule shall 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 date on which the first Monthly Payment was due on
the related Mortgage Loan;
(iv) the term of the related Prepayment Charge;
(v) the original Stated Principal Balance of the related
Mortgage Loan; and
(vi) the Stated Principal Balance of the related Mortgage Loan
as of the Cut-off Date.
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 related Prepayment Period, (other than a Principal
Prepayment in full
resulting from the purchase of a Mortgage Loan pursuant to Section
2.02, 2.03,
3.24 or 10.01 hereof), the amount, if any, by which (i) one month's
interest at
the applicable Net Mortgage Rate on the Stated Principal Balance of
such
Mortgage Loan immediately prior to such prepayment exceeds (ii) the
amount of
interest paid or collected in connection with such Principal
Prepayment less the
sum of (a) the related Servicing Fee, (b) the related Master
Servicing Fee, (c)
the Credit Risk Management Fee and (d) the fee payable to any
provider of
lender-paid mortgage insurance, if any.
PREPAYMENT PERIOD: With respect to any Distribution Date, the
calendar
month immediately preceding the month in which such Distribution
Date occurs.
PRINCIPAL DISTRIBUTION AMOUNT: With respect to each Distribution
Date,
the sum of (i) Principal Funds, plus (ii) the Extra Principal
Distribution
Amount for such Distribution Date MINUS (iii) the amount of any
Overcollateralization Reduction Amount for such Distribution Date.
In no event
will the Principal Distribution Amount with respect to any
Distribution Date be
(x) less than zero or (y) greater than the then outstanding
aggregate
Certificate Principal Balance of the Publicly Offered
Certificates.
PRINCIPAL FUNDS: With respect to any Distribution Date, (i) the
sum,
without duplication, of (a) all scheduled principal collected
during the related
Due Period, (b) all Advances relating to principal made on or prior
to the
Remittance Date or, with respect to the Trustee on the Distribution
Date, (c)
Principal Prepayments exclusive of prepayment charges or penalties
collected
during the related Prepayment Period, (iii) the Stated Principal
Balance of each
Mortgage Loan that was repurchased by the Sponsor pursuant to
Sections 2.02,
2.03 and 3.24, (d) the aggregate of all Substitution Adjustment
Amounts for the
related Determination Date in connection with the substitution of
Mortgage Loans
pursuant to Section 2.03(b), (e) amounts in respect of principal
paid by the
Master Servicer pursuant to Section 10.01, (f) all Liquidation
Proceeds and
Subsequent Recoveries collected during the related Prepayment
Period (to the
extent such Liquidation Proceeds and Subsequent Recoveries relate
to principal),
in each case to the extent remitted by the Servicer to the
Distribution Account
pursuant to this Agreement and (g) all Subsequent Recoveries minus
(ii) all
amounts required to be reimbursed by the Trust pursuant to Section
3.32 or as
otherwise set forth in this Agreement or any Custodial Agreement to
the extent
not reimbursed from the Interest Remittance Amount.
PRINCIPAL PREPAYMENT: Any Mortgagor payment or other recovery of
(or
proceeds with respect to) principal on a Mortgage Loan (including
loans
purchased or repurchased under Sections 2.02, 2.03, 3.26 and 10.01
hereof) that
is received in advance of its scheduled Due Date and is not
accompanied by an
amount as to interest representing scheduled interest due on any
Due Date in any
month or months subsequent to the month of prepayment. Partial
Principal
Prepayments shall be applied by the Servicer in accordance with the
terms of the
related Mortgage Note.
PRINCIPAL REMITTANCE AMOUNT: With respect to any Distribution Date,
the
sum of the Principal Funds for such Distribution Date.
PRIVATE CERTIFICATE: Each of the Class X, Class P and Class R
Certificates.
PROSPECTUS SUPPLEMENT: The Prospectus Supplement dated
[____________]
relating to the offering of the Publicly Offered Certificates.
PUBLICLY OFFERED CERTIFICATES: The Senior Certificates and the
Mezzanine Certificates.
PUD: A planned unit development.
PURCHASE PRICE: With respect to any Mortgage Loan required to
be
repurchased by the Sponsor pursuant to Section 2.02 or 2.03 hereof
and as
confirmed by an Officer's Certificate from the Sponsor to the
Trustee, an amount
equal to the sum of (i) 100% of the outstanding principal balance
of the
Mortgage Loan as of the date of such purchase plus (ii) 30 days'
accrued
interest thereon at the applicable Net Mortgage Rate, plus any
portion of the
Servicing Fee, Master Servicing Fee Servicing Advances and Advances
payable to
the Servicer or Master Servicer, as applicable, with respect to
such Mortgage
Loan plus (iii) any costs and damages of the Trust Fund in
connection with any
violation by such Mortgage Loan of any abusive or predatory lending
law,
including any expenses incurred by the Trustee with respect to such
Mortgage
Loan prior to the purchase thereof.
RATING AGENCY: Each of S&P and Moody's. If any such
organization or its
successor is no longer in existence, "Rating Agency" shall be a
nationally
recognized statistical rating organization, or other comparable
Person,
designated by the Depositor, notice of which designation shall be
given to the
Trustee. References herein to a given rating category of a Rating
Agency shall
mean such rating category without giving effect to any
modifiers.
REALIZED LOSS: With respect to each Mortgage Loan as to which a
Final
Recovery Determination has been made, an amount (not less than
zero) equal to
(i) the Stated Principal Balance of such Mortgage Loan as of the
commencement of
the calendar month in which the Final Recovery Determination was
made, plus (ii)
accrued interest from the Due Date as to which interest was last
paid by the
Mortgagor through the end of the calendar month in which such Final
Recovery
Determination was made, calculated in the case of each calendar
month during
such period (A) at an annual rate equal to the annual rate at which
interest was
then accruing on such Mortgage Loan and (B) on a principal amount
equal to the
Stated Principal Balance of such Mortgage Loan as of the close of
business on
the Distribution Date during such calendar month, minus (iii) the
proceeds, if
any, received in respect of such Mortgage Loan during the calendar
month in
which such Final Recovery Determination was made, net of amounts
that are
payable therefrom to the Servicer pursuant to this Agreement.
With respect to any REO Property as to which a Final Recovery
Determination has been made, an amount (not less than zero) equal
to (i) the
Stated Principal Balance of the related Mortgage Loan as of the
date of
acquisition of such REO Property on behalf of REMIC I, plus (ii)
accrued
interest from the Due Date as to which interest was last paid by
the Mortgagor
in respect of the related Mortgage Loan through the end of the
calendar month
immediately preceding the calendar month in which such REO Property
was
acquired, calculated in the case of each calendar month during such
period (A)
at an annual rate equal to the annual rate at which interest was
then accruing
on the related Mortgage Loan and (B) on a principal amount equal to
the Stated
Principal Balance of the related Mortgage Loan as of the close of
business on
the Distribution Date during such calendar month, minus (iii) the
aggregate of
all unreimbursed Advances and Servicing Advances.
With respect to each Mortgage Loan which has become the subject of
a
Deficient Valuation, the difference between the principal balance
of the
Mortgage Loan outstanding immediately prior to such Deficient
Valuation and the
principal balance of the Mortgage Loan as reduced by the Deficient
Valuation.
With respect to each Mortgage Loan which has become the subject of
a
Debt Service Reduction, the portion, if any, of the reduction in
each affected
Monthly Payment attributable to a reduction in the Mortgage Rate
imposed by a
court of competent jurisdiction. Each such Realized Loss shall be
deemed to have
been incurred on the Due Date for each affected Monthly
Payment.
In addition, to the extent the Servicer receives Subsequent
Recoveries
with respect to any Mortgage Loan, the amount of the Realized Loss
with respect
to that Mortgage Loan will be reduced to the extent such Subsequent
Recoveries
are applied to reduce the Certificate Principal Balance of any
Class of
Certificates on any Distribution Date.
RECORD DATE: With respect to the Certificates (other than the
Class
[___] Certificates) and any Distribution Date, the close of
business on the last
Business Day of the month preceding the month in which such
Distribution Date
occurs. With respect to the Class [___] Certificates and any
Distribution Date,
so long as the Class [___] Certificates are Book-Entry
Certificates, the
Business Day preceding such Distribution Date, and otherwise, the
close of
business on the last Business Day of the month preceding the month
in which such
Distribution Date occurs.
REFERENCE BANK RATE: With respect to any Accrual Period shall mean
the
arithmetic mean, rounded upwards, if necessary, to the nearest
whole multiple of
0.3125%, of the offered rates for United States dollar deposits for
one month
that are quoted by the Reference Banks as of 11:00 a.m., New York
City time, on
the related Interest Determination Date to prime banks in the
London interbank
market for a period of one month in an amount approximately equal
to the
aggregate Certificate Principal Balance of the Class [___]
Certificates for such
Accrual Period, provided that at least two such Reference Banks
provide such
rate. If fewer than two offered rates appear, the Reference Bank
Rate will be
the arithmetic mean, rounded upwards, if necessary, to the nearest
whole
multiple of 0.3125%, of the rates quoted by one or more major banks
in New York
City, selected by the Securities Administrator, as of 11:00 a.m.,
New York City
time, on such date for loans in United States dollars to leading
European banks
for a period of one month in amounts approximately equal to the
aggregate
Certificate Principal Balance of the Class [___] Certificates for
such Accrual
Period.
REFERENCE BANKS: Shall mean leading banks selected by the
Securities
Administrator and engaged in transactions in Eurodollar deposits in
the
international Eurocurrency market (i) with an established place of
business in
London, (ii) which have been designated as such by the Securities
Administrator
and (iii) which are not controlling, controlled by, or under common
control
with, the Depositor, the Sponsor or the Servicer.
REGULAR CERTIFICATE: Any Certificate other than a Residual
Certificate.
REGULATION AB: Subpart 229.1100 - Asset Backed Securities
(Regulation
AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may be amended from
time to
time, and subject to such clarification and interpretation as have
been provided
by the Commission in the adopting release (Asset-Backed Securities,
Securities
Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005))
or by the
staff of the Commission.
RELIEF ACT: The Servicemembers Civil Relief Act of 2003, as
amended
from time to time or similar state or local laws.
REMIC: A "real estate mortgage investment conduit" within the
meaning
of Section 860D of the Code.
REMIC I: The segregated pool of assets subject hereto, constituting
the
primary trust created hereby and to be administered hereunder, with
respect to
which a REMIC election is to be made, consisting of (i) the
Mortgage Loans and
all interest accruing and principal due with respect thereto after
the Cut-off
Date to the extent not applied in computing the Cut-off Date
Principal Balance
thereof and all related Prepayment Charges; (ii) the related
Mortgage Files,
(iii) the Custodial Account (other than any amounts representing
any Servicer
Prepayment Charge Payment Amount), the Distribution Account, the
Class P
Certificate Account and such assets that are deposited therein from
time to
time, together with any and all income, proceeds and payments with
respect
thereto; (iv) property that secured a Mortgage Loan and has been
acquired by
foreclosure, deed in lieu of foreclosure or otherwise; (v) the
mortgagee's
rights under the Insurance Policies with respect to the Mortgage
Loans; (vi) the
rights under the Mortgage Loan Purchase Agreement, and (vii) all
proceeds of the
foregoing, including proceeds of conversion, voluntary or
involuntary, of any of
the foregoing into cash or other liquid property. Notwithstanding
the foregoing,
however, REMIC I specifically excludes (i) all payments and other
collections of
principal and interest due on the Mortgage Loans on or before the
Cut-off Date,
(ii) all Prepayment Charges payable in connection with Principal
Prepayments
made before the Cut-off Date, (iii) the Net WAC Reserve Fund and
(iv) the Cap
Contract.
REMIC I REGULAR INTEREST LTI-1: One of the separate
non-certificated
beneficial ownership interests in REMIC I issued hereunder and
designated as a
Regular Interest in REMIC I. REMIC I Regular Interest LTI-1 shall
accrue
interest at the related Uncertificated REMIC I 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 I REGULAR INTEREST LTI-IO-A: One of the separate
non-certificated
beneficial ownership interests in REMIC I issued hereunder and
designated as a
Regular Interest in REMIC I. REMIC I Regular Interest LTI-IO-A
shall accrue
interest at the related Uncertificated REMIC I 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 I REGULAR INTEREST LTI-IO-B: One of the separate
non-certificated
beneficial ownership interests in REMIC I issued hereunder and
designated as a
Regular Interest in REMIC I. REMIC I Regular Interest LTI-IO-B
shall accrue
interest at the related Uncertificated REMIC I 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 I REGULAR INTEREST LTI-IO-C: One of the separate
non-certificated
beneficial ownership interests in REMIC I issued hereunder and
designated as a
Regular Interest in REMIC I. REMIC I Regular Interest LTI-IO-C
shall accrue
interest at the related Uncertificated REMIC I 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 I REGULAR INTEREST LTI-IO-D: One of the separate
non-certificated
beneficial ownership interests in REMIC I issued hereunder and
designated as a
Regular Interest in REMIC I. REMIC I Regular Interest LTI-IO-D
shall accrue
interest at the related Uncertificated REMIC I 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 I REGULAR INTEREST LTI-IO-E: One of the separate
non-certificated
beneficial ownership interests in REMIC I issued hereunder and
designated as a
Regular Interest in REMIC I. REMIC I Regular Interest LTI-IO-E
shall accrue
interest at the related Uncertificated REMIC I 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 I REGULAR INTEREST LTI-IO-F: One of the separate
non-certificated
beneficial ownership interests in REMIC I issued hereunder and
designated as a
Regular Interest in REMIC I. REMIC I Regular Interest LTI-IO-F
shall accrue
interest at the related Uncertificated REMIC I 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 I REGULAR INTEREST LTI-IO-G: One of the separate
non-certificated
beneficial ownership interests in REMIC I issued hereunder and
designated as a
Regular Interest in REMIC I. REMIC I Regular Interest LTI-IO-G
shall accrue
interest at the related Uncertificated REMIC I 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 I REGULAR INTEREST LTI-IO-H: One of the separate
non-certificated
beneficial ownership interests in REMIC I issued hereunder and
designated as a
Regular Interest in REMIC I. REMIC I Regular Interest LTI-IO-H
shall accrue
interest at the related Uncertificated REMIC I 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 I REGULAR INTEREST LTI-P: One of the separate
non-certificated
beneficial ownership interests in REMIC I issued hereunder and
designated as a
Regular Interest in REMIC I. REMIC I Regular Interest LTI-P 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 I REGULAR INTERESTS: REMIC I Regular Interest LTI-1, REMIC
I
Regular Interest LTI-IO-A, REMIC I Regular Interest LTI-IO-B, REMIC
I Regular
Interest LTI-IO-C, REMIC I Regular Interest LTI-IO-D, REMIC I
Regular Interest
LTI-IOE, REMIC I Regular Interest LTI-IO-F, REMIC I Regular
Interest LTI-IO-G,
REMIC I Regular Interest LTI-IO-H and REMIC I Regular Interest
LTI-P.
REMIC II: The segregated pool of assets consisting of all of the
REMIC
I Regular Interests conveyed in trust to the Trustee, for the
benefit of REMIC
III, as holder of the REMIC II Regular Interests, and the Class R-2
Interest
pursuant to Section 2.07, and all amounts deposited therein, with
respect to
which a separate REMIC election is to be made.
REMIC II INTEREST LOSS ALLOCATION AMOUNT: With respect to any
Distribution Date, an amount equal to (a) the product of (i) the
aggregate
Stated Principal Balance of the Mortgage Loans and REO Properties
then
outstanding and (ii) the Uncertificated REMIC II Pass-Through Rate
for REMIC II
Regular Interest II-LTAA minus the Marker Rate, divided by (b)
12.
REMIC II OVERCOLLATERALIZATION AMOUNT: With respect to any date
of
determination, (i) 1% of the aggregate Uncertificated Principal
Balances of the
REMIC II Regular Interests minus (ii) the aggregate of the
Uncertificated
Principal Balances of REMIC II Regular Interest LTII-[___], REMIC
II Regular
Interest LTII-[___], REMIC II Regular Interest LTII-[___], REMIC II
Regular
Interest LTII-[___], REMIC II Regular Interest LTII-[___], REMIC II
Regular
Interest LTII-[___], REMIC II Regular Interest LTII-[___], REMIC II
Regular
Interest LTII-[___] and REMIC II Regular Interest LTII-P, in each
case as of
such date of determination.
REMIC II PRINCIPAL LOSS ALLOCATION AMOUNT: With respect to any
Distribution Date, an amount equal to (a) the product of (i) the
aggregate
Stated Principal Balance of the Mortgage Loans and 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 II
Regular Interest
LTII-[___], REMIC II Regular Interest LTII-[___], REMIC II Regular
Interest
LTII-[___], REMIC II Regular Interest LTII-[___], REMIC II Regular
Interest
LTII-[___], REMIC II Regular Interest LTII-[___], REMIC II Regular
Interest
LTII-[___] and REMIC II Regular Interest LTII-[___] and the
denominator of which
is the aggregate of the Uncertificated Principal Balances of REMIC
II Regular
Interest LTII-[___], REMIC II Regular Interest LTII-[___], REMIC II
Regular
Interest LTII-[___], REMIC II Regular Interest LTII-[___], REMIC II
Regular
Interest LTII-[___], REMIC II Regular Interest LTII-[___], REMIC II
Regular
Interest LTII-[___], REMIC II Regular Interest LTII-[___] and REMIC
II Regular
Interest LTII-ZZ.
REMIC II REGULAR INTERESTS: REMIC II Regular Interest LTII-AA,
REMIC II
Regular Interest LTII-[___], REMIC II Regular Interest LTII-[___],
REMIC II
Regular Interest LTII-[___], REMIC II Regular Interest LTII-[___],
REMIC II
Regular Interest LTII-[___], REMIC II Regular Interest LTII-[___],
REMIC II
Regular Interest LTII-[___], REMIC II Regular Interest LTII-[___],
REMIC II
Regular Interest LTII-IO, REMIC II Regular Interest LTII-ZZ and
REMIC II Regular
Interest LTII-P.
REMIC II REGULAR INTEREST LTII-AA: One of the separate
non-certificated
beneficial ownership interests in REMIC II issued hereunder and
designated as a
Regular Interest in REMIC II. REMIC II Regular Interest LTII-AA
shall accrue
interest at the related Uncertificated REMIC II 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 II REGULAR INTEREST LTII-[___]: One of the separate
non-certificated beneficial ownership interests in REMIC II issued
hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular
Interest
LTII-[___] shall accrue interest at the related Uncertificated
REMIC II
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 II REGULAR INTEREST LTII-[___]: One of the separate
non-certificated beneficial ownership interests in REMIC II issued
hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular
Interest
LTII-[___] shall accrue interest at the related Uncertificated
REMIC II
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 II REGULAR INTEREST LTII-[___]: One of the separate
non-certificated beneficial ownership interests in REMIC II issued
hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular
Interest
LTII-[___] shall accrue interest at the related Uncertificated
REMIC II
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 II REGULAR INTEREST LTII-[___]: One of the separate
non-certificated beneficial ownership interests in REMIC II issued
hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular
Interest
LTII-[___] shall accrue interest at the related Uncertificated
REMIC II
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 II REGULAR INTEREST LTII-[___]: One of the separate
non-certificated beneficial ownership interests in REMIC II issued
hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular
Interest
LTII-[___] shall accrue interest at the related Uncertificated
REMIC II
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 II REGULAR INTEREST LTII-IO: One of the separate
non-certificated
beneficial ownership interests in REMIC II issued hereunder and
designated as a
Regular Interest in REMIC II. REMIC II Regular Interest LTII-IO
shall accrue
interest as provided herein and shall not be entitled to
distributions of
principal.
REMIC II REGULAR INTEREST LTII-[___]: One of the separate
non-certificated beneficial ownership interests in REMIC II issued
hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular
Interest
LTII-[___] shall accrue interest at the related Uncertificated
REMIC II
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 II REGULAR INTEREST LTII-[___]: One of the separate
non-certificated beneficial ownership interests in REMIC II issued
hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular
Interest
LTII-[___] shall accrue interest at the related Uncertificated
REMIC II
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 II REGULAR INTEREST LTII-[___]: One of the separate
non-certificated beneficial ownership interests in REMIC II issued
hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular
Interest
LTII-[___] shall accrue interest at the related Uncertificated
REMIC II
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 II REGULAR INTEREST LTII-P: One of the separate
non-certificated
beneficial ownership interests in REMIC II issued hereunder and
designated as a
Regular Interest in REMIC II. REMIC II Regular Interest LTII-P
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 II REGULAR INTEREST LTII-ZZ: One of the separate
non-certificated
beneficial ownership interests in REMIC II issued hereunder and
designated as a
Regular Interest in REMIC II. REMIC II Regular Interest LTII-ZZ
shall accrue
interest at the related Uncertificated REMIC II 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 II REGULAR INTEREST LTII-ZZ MAXIMUM INTEREST DEFERRAL
AMOUNT:
With respect to any Distribution Date, the excess of (i) accrued
interest at the
Uncertificated REMIC II Pass-Through Rate applicable to REMIC II
Regular
Interest LTII-ZZ for such Distribution Date on a balance equal to
the
Uncertificated Principal Balance of REMIC II Regular Interest
LTII-ZZ minus the
REMIC II Overcollateralization Amount, in each case for such
Distribution Date,
over (ii) Uncertificated Accrued Interest on REMIC II Regular
Interest
LTII-[___], REMIC II Regular Interest LTII-[___], REMIC II Regular
Interest
LTII-[___], REMIC II Regular Interest LTII-[___], REMIC II Regular
Interest
LTII-[___], REMIC II Regular Interest LTII-[___], REMIC II Regular
Interest
LTII-[___] and REMIC II Regular Interest LTII-[___] for such
Distribution Date,
with the rate on each such REMIC II Regular Interest subject to a
cap equal to
the related Pass-Through Rate.
REMIC II REQUIRED OVERCOLLATERALIZATION AMOUNT: 1% of the
Required
Overcollateralization Amount.
REMIC III: The segregated pool of assets consisting of all of the
REMIC
II Regular Interests conveyed in trust to the Trustee, for the
benefit of the
REMIC III Certificateholders pursuant to Section 2.07, and all
amounts deposited
therein, with respect to which a separate REMIC election is to be
made.
REMIC III CERTIFICATE: Any Regular Certificate or Class R
Certificate.
REMIC III CERTIFICATEHOLDER: The Holder of any REMIC III
Certificate.
REMIC OPINION: Shall mean an Opinion of Counsel to the effect that
the
proposed action will not have an adverse affect on any REMIC
created hereunder.
REMIC PROVISIONS: Provisions of the federal income tax law relating
to
real estate mortgage investment conduits, which appear at Sections
860A through
860G of Subchapter M of Chapter 1 of the Code, and related
provisions, and
proposed, temporary and final regulations and published rulings,
notices and
announcements promulgated thereunder, as the foregoing may be in
effect from
time to time as well as provisions of applicable state laws.
REMIC REGULAR INTEREST: A REMIC I Regular Interest, REMIC II
Regular
Interest or a Regular Certificate.
REMITTANCE DATE: Shall mean the [_________] day of the month and
if
such day is not a Business Day, the immediately preceding Business
Day.
REO PROPERTY: A Mortgaged Property acquired by the Servicer
through
foreclosure or deed-in-lieu of foreclosure in connection with a
defaulted
Mortgage Loan.
REPLACEMENT MORTGAGE LOAN: A Mortgage Loan or Mortgage Loans in
the
aggregate substituted by the Sponsor for a Deleted Mortgage Loan,
which must, on
the date of such substitution, as confirmed in a request for
release in
accordance with the terms of the Custodial Agreement, (i) have a
Stated
Principal Balance, after deduction of the principal portion of the
Scheduled
Payment due in the month of substitution, not in excess of, and not
less than
90% of, the Stated Principal Balance of the Deleted Mortgage Loan;
(ii) have a
fixed Mortgage Rate not less than or more than 1% per annum higher
than the
Mortgage Rate of the Deleted Mortgage Loan; (iii) have the same or
higher credit
quality characteristics than that of the Deleted Mortgage Loan;
(iv) have a
Loan-to-Value Ratio no higher than that of the Deleted Mortgage
Loan; (v) have a
remaining term to maturity no greater than (and not more than one
year less
than) that of the Deleted Mortgage Loan; (vi) not permit conversion
of the
Mortgage Rate from a fixed rate to a variable rate; (vii) be
secured by a first
lien on the related Mortgaged Property; (viii) constitute the same
occupancy
type as the Deleted Mortgage Loan or be owner occupied; and (ix)
comply with
each representation and warranty set forth in the Mortgage Loan
Purchase
Agreement.
REQUIRED INSURANCE POLICY: With respect to any Mortgage Loan,
any
insurance policy that is required to be maintained from time to
time under this
Agreement.
REQUIRED OVERCOLLATERALIZATION AMOUNT: With respect to any
Distribution
Date prior to the Stepdown Date, [___]% of the Stated Principal
Balance of the
Mortgage Loans as of the Cut-off Date, and with respect to any
Distribution Date
thereafter, the greater of (i) [___]% of the 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, unscheduled collections of principal
received
during the related Prepayment Period and after reduction for
Realized Losses
incurred during the related Prepayment Period) and (ii) [___]% of
the Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date.
REQUIRED OVERCOLLATERALIZATION PERCENTAGE: With respect to any
Distribution Date, a percentage equal to (a) the Required
Overcollateralization
Amount divided by (b) 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 after reduction for Realized
Losses incurred
during the related Prepayment Period).
RESIDUAL CERTIFICATES: The Class R Certificates.
RESPONSIBLE OFFICER: With respect to the Trustee or Securities
Administrator, any Vice President, any Assistant Vice President,
the Secretary,
any Assistant Secretary, any Trust Officer, any other officer
customarily
performing functions similar to those performed by any of the above
designated
officers or other officers of the Trustee or Securities
Administrator specified
by the Trustee or Securities Administrator having direct
responsibility over
this Agreement and customarily performing functions similar to
those performed
by any one of the designated officers, as to whom, with respect to
a particular
matter, such matter is referred because of such officer's knowledge
of and
familiarity with the particular subject.
S&P: Standard & Poor's, a division of The McGraw-Hill
Companies, Inc.
or its successor in interest.
SCHEDULED PAYMENT: The scheduled monthly payment on a Mortgage Loan
due
on any Due Date allocable to principal and/or interest on such
Mortgage Loan.
SECURITIES ACT: The Securities Act of 1933, as amended.
SECURITIES ADMINISTRATOR: As of the Closing Date,
[_________________].
and thereafter, its respective successors in interest that meet
the
qualifications of this Agreement. The Securities Administrator and
the Master
Servicer shall at all times be the same Person or Affiliates.
SENIOR CERTIFICATES: The Class [___], Class [___], Class [___],
Class
[___], Class [___] and Class [___] Certificates.
SENIOR INTEREST DISTRIBUTION AMOUNT: With respect to any
Distribution
Date and any Class of Senior Certificates will be equal to the
Interest
Distribution Amount for such Distribution Date for such Class and
the Interest
Carry Forward Amount, if any, for such Distribution Date for such
Class.
SENIOR PRINCIPAL DISTRIBUTION AMOUNT: With respect to any
Distribution
Date which occurs (i) prior to the Stepdown Date or on or after the
Stepdown
Date if a Trigger Event is in effect, the Principal Distribution
Amount or (ii)
on or after the Stepdown Date if a Trigger Event is not in effect
for that
Distribution Date, the lesser of:
o
the Principal Distribution Amount for that Distribution Date;
and
o
the excess, if any, of (A) the aggregate Certificate Principal
Balance of the Senior Certificates immediately prior to that
Distribution Date over (B) the positive difference between (i)
the aggregate Stated Principal Balance of the Mortgage Loans
as of the last day of the related Due Period (after reduction
for Realized Losses incurred during the related Prepayment
Period) and (ii) the product of (x) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of
the related Due Period (after reduction for Realized Losses
incurred during the related Prepayment Period) and (y) the sum
of 12.00% and the Required Overcollateralization Percentage.
SERVICER: Shall mean [______________] or any successor thereto
appointed hereunder in connection with the servicing and
administration of the
Mortgage Loans.
SERVICER DEFAULT: As defined in Section 8.01.
SERVICER PREPAYMENT CHARGE PAYMENT AMOUNT: The amount payable by
the
Servicer in respect of any waived Prepayment Charges pursuant to
Section 3.01.
SERVICING ADVANCES: All customary, reasonable and necessary "out
of
pocket" costs and expenses (including reasonable legal fees)
incurred in the
performance by the Servicer of its servicing obligations hereunder,
including,
but not limited to, the cost of (i) the preservation, restoration,
inspection,
valuation and protection of a Mortgaged Property, (ii) any
enforcement or
judicial proceedings, including foreclosures, and including any
expenses
incurred in relation to any such proceedings that result from the
Mortgage Loan
being registered in the MERS(R) System, (iii) the management and
liquidation of
any REO Property (including, without limitation, realtor's
commissions), (iv)
compliance with any obligations under Section 3.07 hereof to cause
insurance to
be maintained and (v) payment of taxes.
SERVICING FEE:
As to each Mortgage Loan and any Distribution Date, an
amount equal to 1/12th of the Servicing Fee Rate multiplied by the
Stated
Principal Balance of such Mortgage Loan as of the last day of the
related Due
Period or, in the event of any payment of interest that accompanies
a Principal
Prepayment in full during the related Due Period made by the
Mortgagor
immediately prior to such prepayment, interest at the Servicing Fee
Rate on the
same Stated Principal Balance of such Mortgage Loan used to
calculate the
payment of interest on such Mortgage Loan.
SERVICING FEE RATE:
[_____]% per annum.
SERVICING OFFICER: Any officer of the Servicer involved in, or
responsible for, the administration and the servicing of Mortgage
Loans, whose
name and specimen signature appear on a list of Servicing Officers
furnished by
the Servicer to the Trustee, the Master Servicer and the Depositor
on the
Closing Date, as such list may from time to time be amended.
SPONSOR: Nomura Credit & Capital, Inc., a Delaware corporation,
and its
successors and assigns, in its capacity as seller of the Mortgage
Loans to the
Depositor.
STARTUP DAY: The Startup Day for each REMIC formed hereunder shall
be
the Closing Date.
STATED PRINCIPAL BALANCE: With respect to any Mortgage Loan or
related
REO Property and any Distribution Date, the Cut-off Date Principal
Balance
thereof minus the sum of (i) the principal portion of the Scheduled
Payments due
with respect to such Mortgage Loan during each Due Period ending
prior to such
Distribution Date (and irrespective of any delinquency in their
payment), (ii)
all Principal Prepayments with respect to such Mortgage Loan
received prior to
or during the related Prepayment Period, and all Liquidation
Proceeds to the
extent applied by the Servicer as recoveries of principal in
accordance with
Section 3.09 of this Agreement, that were received by the Servicer
as of the
close of business on the last day of the Prepayment Period related
to such
Distribution Date and (iii) any Realized Losses on such Mortgage
Loan incurred
during the related Prepayment Period. The Stated Principal Balance
of a
Liquidated Loan equals zero.
STEPDOWN DATE: The later to occur of (x) the Distribution Date
in
[_________] and (y) the first Distribution Date on which the Credit
Enhancement
Percentage of the Senior Certificates (calculated for this purpose
only after
taking into account distributions of principal on the Mortgage
Loans, but prior
to any distribution of the Principal Distribution Amount to the
holders of the
Certificates then entitled to distributions of principal on the
Distribution
Date) is greater than or equal to approximately [___]%.
SUBSEQUENT RECOVERIES: Shall mean all amounts in respect of
principal
received by the Servicer on a Mortgage Loan for which a Realized
Loss was
previously incurred.
SUBSERVICING AGREEMENT: Any agreement entered into between a
servicer
and a subservicer with respect to the subservicing of any Mortgage
Loan subject
to this Agreement by such subservicer.
SUBSTITUTION ADJUSTMENT AMOUNT: The meaning ascribed to such
term
pursuant to Section 2.03(d).
SUCCESSOR SERVICER: The Master Servicer or any successor to the
Servicer appointed pursuant to Section 8.02 of this Agreement after
the
occurrence of a Servicer Default or upon the resignation of the
Servicer
pursuant to this Agreement.
TAX MATTERS PERSON: The person designated as "tax matters person"
in
the manner provided under Treasury regulation ss. 1.860F-4(d) and
temporary
Treasury regulation ss. 301.6231(a)(7)-1T. The holder of the
greatest Percentage
Interest in a Class of Residual Certificates shall be the Tax
Matters Person for
the related REMIC. The Securities Administrator, or any successor
thereto or
assignee thereof shall serve as tax administrator hereunder and as
agent for the
related Tax Matters Person.
TRANSFER AFFIDAVIT: As defined in Section 6.02(c).
TRANSFER: Any direct or indirect transfer or sale of any
Ownership
Interest in a Certificate.
TRIGGER EVENT: With respect to any Distribution Date, a Trigger
Event
is in effect if (x) the percentage obtained by dividing (i) the
aggregate Stated
Principal Balance of Mortgage Loans delinquent sixty (60) days or
more
(including Mortgage Loans in foreclosure or discharged in
bankruptcy or any REO
Property) by (ii) the aggregate Stated Principal Balance of the
Mortgage Loans,
in each case, as of the last day of the previous calendar month,
exceeds [____]%
of the Credit Enhancement Percentage of the Senior Certificates for
the prior
Distribution Date, or (y) the aggregate amount of Realized Losses
incurred since
the Cut-off Date through the last day of the related Due Period
divided by the
aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date
exceeds the applicable percentages set forth below with respect to
such
Distribution Date:
DISTRIBUTION DATE
PERCENTAGE
-----------------
----------
[__________] to [__________]............................
[___]%
[__________] to [__________]............................
[___]%
[__________] to [__________]............................
[___]%
[__________] to [__________]............................
[___]%
*The cumulative loss percentages set forth above are applicable to
the
first Distribution Date in the corresponding range of Distribution
Dates. The
cumulative loss percentage for each succeeding Distribution Date in
a range
increases incrementally by 1/12 of the positive difference between
the
percentage applicable to the first Distribution Date in that range
and the
percentage applicable to the first Distribution Date in the
succeeding range.
TRUST FUND: Collectively, the assets of REMIC I, REMIC II, REMIC
III,
the Net WAC Reserve Fund and the Cap Contract.
TRUSTEE: [_____________________], a national banking association,
not
in its individual capacity, but solely in its capacity as trustee
for the
benefit of the Certificateholders under this Agreement, and any
successor
thereto, and any corporation or national banking association
resulting from or
surviving any consolidation or merger to which it or its successors
may be a
party and any successor trustee as may from time to time be serving
as successor
trustee hereunder.
UNCERTIFICATED ACCRUED INTEREST: With respect to each
Uncertificated
REMIC Regular Interest on each Distribution Date, an amount equal
to one month's
interest at the related Uncertificated REMIC I Pass-Through Rate
or
Uncertificated REMIC II Pass-Through Rate, as applicable, on the
Uncertificated
Principal Balance or Uncertificated Notional Amount, as applicable,
of such
Uncertificated REMIC Regular Interest. In each case, Uncertificated
Accrued
Interest will be reduced by any Prepayment Interest Shortfalls and
shortfalls
resulting from application of the Relief Act (allocated to such
REMIC Regular
Interests as set forth in Sections 1.02 and 5.07).
UNCERTIFICATED NOTIONAL AMOUNT: With respect to REMIC II
Regular
Interest LTII-IO and (i) each Distribution Date from and including
the 1st
Distribution to and including the [__] Distribution Date, the
aggregate
Uncertificated Principal Balances of REMIC I Regular Interest
LTI-IO-A through
REMIC I Regular Interest LTI-IO-H, (ii) each Distribution Date from
and
including the [__] Distribution to and including the [__]
Distribution Date, the
aggregate Uncertificated Principal Balances of REMIC I Regular
Interest LTI-IO-B
through REMIC I Regular Interest LTI-IO-H, (iii) each Distribution
Date from and
including the [__] Distribution Date to and including the [__]
Distribution
Date, the aggregate Uncertificated Principal Balances of REMIC I
Regular
Interest LTI-IO-C through REMIC I Regular Interest LTI-IO-H, (iv)
each
Distribution Date from and including the [__] Distribution Date to
and including
the [__] Distribution Date, the aggregate Uncertificated Principal
Balances of
REMIC I Regular Interest LTI-IO-D through REMIC I Regular Interest
LTI-IO-H, (v)
each Distribution Date from and including the 16th Distribution to
and including
the [__] Distribution Date, the aggregate Uncertificated Principal
Balances of
REMIC I Regular Interest LTI-IO-E through REMIC I Regular Interest
LTI-IO-H,
(vi) each Distribution Date from and including the [__]
Distribution to and
including the [__] Distribution Date, the aggregate Uncertificated
Principal
Balances of REMIC I Regular Interest LTI-IO-F through REMIC I
Regular Interest
LTI-IO-H, (vii) each Distribution Date from and including the [__]
Distribution
to and including the [__] Distribution Date, the aggregate
Uncertificated
Principal Balances of REMIC I Regular Interest LTI-IO-G and REMIC I
Regular
Interest LTI-IO-H, and (viii) the [__] Distribution Date, the
aggregate
Uncertificated Principal Balance of REMIC I Regular Interest
LTI-IO-H, and (ix)
each Distribution Date thereafter, $0.
UNCERTIFICATED PRINCIPAL BALANCE: With respect to each REMIC
Regular
Interest (other than REMIC II Regular Interest LTII-IO), the
principal 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 II Regular Interest LTII-IO) 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 Sections 5.07 and 5.08 and, if and to the extent necessary and
appropriate,
shall be further reduced on such Distribution Date by Realized
Losses as
provided in Sections 5.07 and 5.08. The Uncertificated Principal
Balance of each
REMIC Regular Interest shall never be less than zero. REMIC I
Regular Interest
LTII-IO will not have an Uncertificated Principal Balance.
UNCERTIFICATED REMIC I PASS-THROUGH RATE: A per annum rate equal to
the
average of the Net Mortgage Rates of the Mortgage Loans as of the
first day of
the related Due Period, weighted on the basis of the Stated
Principal Balances
as of the first day of the related Due Period. REMIC I Regular
Interest LTI-P
will not accrue interest.
UNCERTIFICATED REMIC II PASS-THROUGH RATE: With respect to REMIC
II
Regular Interest LTII-AA, REMIC II Regular Interest LTII-[___],
REMIC II Regular
Interest LTII-[___], REMIC II Regular Interest LTII-[___], REMIC II
Regular
Interest LTII-[___], REMIC II Regular Interest LTII-[___], REMIC II
Regular
Interest LTII-A6, REMIC II Regular Interest LTII-[___], REMIC II
Regular
Interest LTII-[___], REMIC II Regular Interest LTII-[___] and REMIC
II Regular
Interest LTII-ZZ, a per annum rate (but not less than zero) equal
to the
weighted average of: (x) with respect to REMIC I Regular Interest
LTI-1, the
Uncertificated REMIC I Pass-Through Rate for such REMIC I Regular
Interest for
each such Distribution Date, and (y) with respect to REMIC I
Regular Interest
LTI-IO-A through REMIC I Regular Interest LTI-IO-H for each
Distribution Date
listed below, the weighted average of the rates listed below for
each such REMIC
I Regular Interest listed below, weighted on the basis of the
Uncertificated
Principal Balance of each such REMIC I Regular Interest:
<TABLE>
<CAPTION>
------------------------- --------------------------------------
-----------------------------------------------------
DISTRIBUTION
DATE
REMIC I REGULAR INTERESTS
RATE
------------------------- --------------------------------------
-----------------------------------------------------
<S>
<C>
<C>
1
LTI-IO-A through LTI-IO-H
(a) Uncertificated REMIC I Pass-Through Rate over
(b) [____]%
------------------------- --------------------------------------
-----------------------------------------------------
2
LTI-IO-A through LTI-IO-H
(a) Uncertificated REMIC I Pass-Through Rate over
(b) [____]%
------------------------- --------------------------------------
-----------------------------------------------------
3
LTI-IO-A through LTI-IO-H
(a) Uncertificated REMIC I Pass-Through Rate over
(b) [____]%
------------------------- --------------------------------------
-----------------------------------------------------
4
LTI-IO-A through
LTI-IO-H
(a) Uncertificated REMIC I Pass-Through Rate over
(b) [____]%
------------------------- --------------------------------------
-----------------------------------------------------
5
LTI-IO-A through LTI-IO-H
(a) Uncertificated REMIC I Pass-Through Rate over
(b) [____]%
------------------------- --------------------------------------
-----------------------------------------------------
6
LTI-IO-A through LTI-IO-H
(a) Uncertificated REMIC I Pass-Through Rate over
(b) [____]%
------------------------- --------------------------------------
-----------------------------------------------------
7
LTI-IO-B through LTI-IO-H
(a) Uncertificated REMIC I Pass-Through Rate over
(b) [____]%
------------------------- --------------------------------------
-----------------------------------------------------
LTI-IO-A
Uncertificated REMIC I Pass-Through Rate
------------------------- --------------------------------------
-----------------------------------------------------
8
LTI-IO-B through LTI-IO-H
(a) Uncertificated REMIC I Pass-Through Rate over
(b) [____]%
------------------------- --------------------------------------
-----------------------------------------------------
LTI-IO-A
Uncertificated REMIC I Pass-Through Rate
------------------------- --------------------------------------
-----------------------------------------------------
9
LTI-IO-B through LTI-IO-H
(a) Uncertificated REMIC I Pass-Through Rate over
(b) [____]%
------------------------- --------------------------------------
-----------------------------------------------------
LTI-IO-A
Uncertificated REMIC I Pass-Through Rate
------------------------- --------------------------------------
-----------------------------------------------------
10
LTI-IO-B through LTI-IO-H
(a) Uncertificated REMIC I Pass-Through Rate over
(b) [____]%
------------------------- --------------------------------------
-----------------------------------------------------
LTI-IO-A
Uncertificated REMIC I Pass-Through Rate
------------------------- --------------------------------------
-----------------------------------------------------
11
LTI-IO-C through LTI-IO-H
(a) Uncertificated REMIC I Pass-Through Rate over
(b) [____]%
------------------------- --------------------------------------
-----------------------------------------------------
LTI-IO-A and LTI-IO-B
Uncertificated REMIC I Pass-Through Rate
------------------------- --------------------------------------
-----------------------------------------------------
12
LTI-IO-C through LTI-IO-H
(a) Uncertificated REMIC I Pass-Through Rate over
(b) [____]%
------------------------- --------------------------------------
-----------------------------------------------------
LTI-IO-A and LTI-IO-B
Uncertificated REMIC I Pass-Through Rate
------------------------- --------------------------------------
-----------------------------------------------------
13
LTI-IO-C through LTI-IO-H
(a) Uncertificated REMIC I Pass-Through Rate over
(b) [____]%
------------------------- --------------------------------------
-----------------------------------------------------
LTI-IO-A and LTI-IO-B
Uncertificated REMIC I Pass-Through Rate
------------------------- --------------------------------------
-----------------------------------------------------
14
LTI-IO-D through LTI-IO-H
(a) Uncertificated REMIC I Pass-Through Rate over
(b) [____]%
------------------------- --------------------------------------
-----------------------------------------------------
LTI-IO-A through LTI-IO-C
Uncertificated REMIC I Pass-Through Rate
------------------------- --------------------------------------
-----------------------------------------------------
15
LTI-IO-D through LTI-IO-H
(a) Uncertificated REMIC I Pass-Through Rate over
(b) [____]%
------------------------- --------------------------------------
-----------------------------------------------------
LTI-IO-A through LTI-IO-C
Uncertificated REMIC I Pass-Through Rate
------------------------- --------------------------------------
-----------------------------------------------------
16
LTI-IO-E through LTI-IO-H
(a) Uncertificated REMIC I Pass-Through Rate over
(b) [____]%
------------------------- --------------------------------------
-----------------------------------------------------
LTI-IO-A through LTI-IO-D
Uncertificated REMIC I Pass-Through Rate
------------------------- --------------------------------------
-----------------------------------------------------
17
LTI-IO-B5 through LTI-IO-H
(a) Uncertificated REMIC I Pass-Through Rate over
(b) [____]%
------------------------- --------------------------------------
-----------------------------------------------------
LTI-IO-A through LTI-IO-D
Uncertificated REMIC I Pass-Through Rate
------------------------- --------------------------------------
-----------------------------------------------------
18
LTI-IO-E through LTI-IO-H
(a) Uncertificated REMIC I Pass-Through Rate over
(b) [____]%
------------------------- --------------------------------------
-----------------------------------------------------
LTI-IO-A through LTI-IO-D
Uncertificated REMIC I Pass-Through Rate
------------------------- --------------------------------------
-----------------------------------------------------
19
LTI-IO-F through LTI-IO-H
(a) Uncertificated REMIC I Pass-Through Rate over
(b) [____]%
------------------------- --------------------------------------
-----------------------------------------------------
LTI-IO-A through LTI-IO-E
Uncertificated REMIC I Pass-Through Rate
------------------------- --------------------------------------
-----------------------------------------------------
20
LTI-IO-F through LTI-IO-H
(a)
Uncertificated REMIC I Pass-Through Rate over
(b) [____]%
------------------------- --------------------------------------
-----------------------------------------------------
LTI-IO-A through LTI-IO-E
Uncertificated REMIC I Pass-Through Rate
------------------------- --------------------------------------
-----------------------------------------------------
21
LTI-IO-F through LTI-IO-H
(a) Uncertificated REMIC I Pass-Through Rate over
(b) [____]%
------------------------- --------------------------------------
-----------------------------------------------------
LTI-IO-A through LTI-IO-E
Uncertificated REMIC I Pass-Through Rate
------------------------- --------------------------------------
-----------------------------------------------------
22
LTI-IO-G and LTI-IO-H
(a) Uncertificated REMIC I Pass-Through Rate over
(b) [____]%
------------------------- --------------------------------------
-----------------------------------------------------
LTI-IO-A through LTI-IO-F
Uncertificated REMIC I Pass-Through Rate
------------------------- --------------------------------------
-----------------------------------------------------
23
LTI-IO-G and LTI-IO-H
(a) Uncertificated REMIC I Pass-Through Rate over
(b) [____]%
------------------------- --------------------------------------
-----------------------------------------------------
LTI-IO-A through LTI-IO-F
Uncertificated REMIC I Pass-Through Rate
------------------------- --------------------------------------
-----------------------------------------------------
24
LTI-IO-H
(a) Uncertificated REMIC I Pass-Through Rate over
(b) [____]%
------------------------- --------------------------------------
-----------------------------------------------------
LTI-IO-A through LTI-IO-G
Uncertificated REMIC I Pass-Through Rate
------------------------- --------------------------------------
-----------------------------------------------------
25 and
thereafter LTI-IO-A
through LTI-IO-H
Uncertificated REMIC I Pass-Through Rate
------------------------- --------------------------------------
-----------------------------------------------------
</TABLE>
With respect to REMIC II Regular Interest LTII-IO, (i) for the
first twenty-four
distribution dates, [____]% and (ii) thereafter, [____]%. REMIC II
Regular
Interest LTII-P will not accrue interest.
UNCERTIFICATED REMIC REGULAR INTEREST: The REMIC I Regular
Interests
and the REMIC II Regular Interests.
VOTING RIGHTS: The portion of the voting rights of all the
Certificates
that is allocated to any Certificate for purposes of the voting
provisions
hereunder. Voting Rights shall be allocated (i) 93% to the
Certificates (other
than the Class [___], Class X, Class P and the Residual
Certificates), (ii) 3%
to the Class X Certificates, (iii) 1% to the Class P Certificates,
(iv) 1% to
the Class R Certificates and (v) 2% to the Class [___] Certificates
until the
Distribution Date in [________] and thereafter such percentage of
voting rights
shall be allocated to the remaining Classes of Publicly Offered
Certificates.
The allocation among the Certificates other than the Class [___],
Class X, Class
P and Class R Certificates shall be in proportion to the
Certificate Principal
Balance of each Class relative to the Certificate Principal Balance
of all other
such Classes. Voting Rights will be allocated among the
Certificates of the
Class [___], Class X, Class P and Class R Certificates shall be in
accordance
with their respective Percentage Interests.
Section 1.02 ALLOCATION
OF CERTAIN INTEREST SHORTFALLS.
-----------------------------------------
For purposes of calculating the amount of the Interest
Distribution
Amount for the Senior Certificates, Mezzanine Certificates and
Class X
Certificates for any Distribution Date, (1) the aggregate amount of
any Net
Interest Shortfalls in respect of the Mortgage Loans for any
Distribution Date
shall first reduce the Interest Distribution Amount payable to the
Class [___]
Certificates, second, reduce the Interest Distribution Amount
payable to the
Class [___] Certificates, third, reduce the Interest Distribution
Amount payable
to the Class [___] Certificates, and fourth, reduce the Interest
Distribution
Amount payable to the Senior 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
or Certificate
Notional Balance, as applicable of each such Certificate and (2)
the aggregate
amount of any Realized Losses allocated to the Mezzanine
Certificates and Net
WAC Rate Carryover Amount paid to the Senior Certificates (other
than the Class
[___] Certificates) and the Mezzanine Certificates incurred for any
Distribution
Date shall be allocated to the Class X Certificates based on, and
to the extent
of, one month's interest at the then applicable Pass-Through Rate
on the
Certificate Notional Balance thereof on any Distribution Date.
For purposes of calculating the amount of Uncertificated
Accrued
Interest for the REMIC I Regular Interests for any Distribution
Date, the
aggregate amount of any Net Interest Shortfalls incurred in respect
of the
Mortgage Loans for any Distribution Date shall be allocated first,
to REMIC I
Regular Interest LTI-1, to the extent of one month's interest at
the then
applicable respective Uncertificated REMIC I Pass-Through Rate on
the
Uncertificated Principal Balance of each such REMIC I Regular
Interest; and
then, to REMIC I Regular Interest LTI-IO-A, REMIC I Regular
Interest LTI-IO-B,
REMIC I Regular Interest LTI-IO-C, REMIC I Regular Interest
LTI-IO-D, REMIC I
Regular Interest LTI-IO-E, REMIC I Regular Interest LTI-IO-F, REMIC
I Regular
Interest LTI-IO-G and REMIC I Regular Interest LTI-IO-H, in each
case to the
extent of one month's interest at the then applicable respective
Uncertificated
REMIC I Pass-Through Rate on the respective Uncertificated
Principal Balance of
each such REMIC I Regular Interest.
For purposes of calculating the amount of Uncertificated
Accrued
Interest for the REMIC II Regular Interests for any Distribution
Date, the
aggregate amount of any Net Interest Shortfalls incurred in respect
of the
Mortgage Loans for any Distribution Date shall be allocated among
REMIC II
Regular Interest LTII-AA, REMIC II Regular Interest LTII-[___],
REMIC II Regular
Interest LTII-[___], REMIC II Regular Interest LTII-[___], REMIC II
Regular
Interest LTII-[___], REMIC II Regular Interest LTII-[___], REMIC II
Regular
Interest LTII-[___], REMIC II Regular Interest LTII-[___], REMIC II
Regular
Interest LTII-[___] and REMIC II Regular Interest LTII-ZZ, pro rata
based on,
and to the extent of, one month's interest at the then applicable
respective
Uncertificated REMIC II Pass-Through Rate on the respective
Uncertificated
Principal Balance of each such REMIC II Regular Interest.
<PAGE>
ARTICLE II
CONVEYANCE OF TRUST FUND
REPRESENTATIONS AND WARRANTIES
Section 2.01 CONVEYANCE OF TRUST FUND.
The Sponsor hereby sells, transfers, assigns, sets over and
otherwise
conveys to the Depositor, without recourse, all the right, title
and interest of
the Sponsor in and to the assets in the Trust Fund.
The Sponsor has entered into this Agreement in consideration for
the
purchase of the Mortgage Loans by the Depositor and has agreed to
take the
actions specified herein.
The Depositor, concurrently with the execution and delivery
hereof,
hereby sells, transfers, assigns, sets over and otherwise conveys
to the Trustee
for the use and benefit of the Certificateholders, without
recourse, all the
right, title and interest of the Depositor in and to the Trust
Fund.
Concurrently with the execution and delivery of this Agreement,
the
Depositor does hereby assign to the Trustee all of its rights and
interest under
the Mortgage Loan Purchase Agreement, to the extent of the Mortgage
Loans sold
under the Mortgage Loan Purchase Agreement. The Trustee hereby
accepts such
assignment, and shall be entitled to exercise all rights of the
Depositor under
the Mortgage Loan Purchase Agreement as if, for such purpose, it
were the
Depositor. The foregoing sale, transfer, assignment, set-over,
deposit and
conveyance does not and is not intended to result in creation or
assumption by
the Trustee of any obligation of the Depositor, the Sponsor or any
other Person
in connection with the Mortgage Loans.
In connection with such sale, the Depositor does hereby deliver to,
and
deposit with the Custodian pursuant to the Custodial Agreement the
documents
with respect to each Mortgage Loan as described under Section 2 of
the Custodial
Agreement (the "Mortgage Loan Documents"). In connection with such
delivery and
as further described in the Custodial Agreement, the Custodian will
be required
to review such Mortgage Loan Documents and deliver to the Trustee,
the
Depositor, the Servicer and the Sponsor certifications (in the
forms attached to
the Custodial Agreement) with respect to such review with
exceptions noted
thereon. In addition, under the Custodial Agreement the Depositor
will be
required to cure certain defects with respect to the Mortgage Loan
Documents for
the related Mortgage Loans after the delivery thereof by the
Depositor to the
Custodian as more particularly set forth therein.
Notwithstanding anything to the contrary contained herein, the
parties
hereto acknowledge that the functions of the Trustee with respect
to the
custody, acceptance, inspection and release of the Mortgage Files
and
preparation and delivery of the certifications shall be performed
by the
Custodian pursuant to the terms and conditions of the Custodial
Agreement.
The Mortgage Loans permitted by the terms of this Agreement to
be
included in the Trust are limited to (i) Mortgage Loans (which the
Depositor
acquired pursuant to the Mortgage Loan Purchase Agreement, which
contains, among
other representations and warranties, a representation and warranty
of the
Sponsor that no Mortgage Loan is a "High-Cost Home Loan" as defined
in the New
Jersey Home Ownership Act effective November 27, 2003, as defined
in the New
Mexico Home Loan Protection Act effective January 1, 2004) as
defined in the
Massachusetts Predatory Home Loan Practices Act, effective November
7, 2004
(Mass. Ann. Laws Ch. 183C) or as defined in the Indiana Home Loan
Practices Act,
effective January 1, 2005 (Ind. Code Ann. Sections 24-9-1 through
24-9-9) and
(ii) Qualified Substitute Mortgage Loans (which, by definition as
set forth
herein and referred to in the Mortgage Loan Purchase Agreement, are
required to
conform to, among other representations and warranties, the
representation and
warranty of the Sponsor that no Qualified Substitute Mortgage Loan
is a
"High-Cost Home Loan" as defined in the New Jersey Home Ownership
Act effective
November 27, 2003, as defined in the New Mexico Home Loan
Protection Act
effective January 1, 2004, as defined in the Massachusetts
Predatory Home Loan
Practices Act, effective November 7, 2004 (Mass. Ann. Laws Ch.
183C) or as
defined in the Indiana Home Loan Practices Act, effective January
1, 2005 (Ind.
Code Ann. Sections 24-9-1 through 24-9-9). The Depositor and the
Trustee on
behalf of the Trust 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 in the New Jersey Home Ownership Act effective November 27,
2003, as
defined in the New Mexico Home Loan Protection Act effective
January 1, 2004, as
defined in the Massachusetts Predatory Home Loan Practices Act,
effective
November 7, 2004 (Mass. Ann. Laws Ch. 183C) or as defined in the
Indiana Home
Loan Practices Act, effective January 1, 2005 (Ind. Code Ann.
Sections 24-9-1
through 24-9-9).
Section 2.02 ACCEPTANCE OF THE MORTGAGE LOANS.
(a) Based on the initial trust receipt received by it from the
Custodian pursuant to the Custodial Agreement, the Trustee
acknowledges receipt,
subject to the provisions of Section 2.01 hereof and Section 2 of
the Custodial
Agreement, of the Mortgage Loan Documents and all other assets
included in the
definition of "REMIC I" under clauses (i), (ii) (iii), (v) and (vi)
(to the
extent of amounts deposited into the Distribution Account) and
declares that it
holds (or the Custodian on its behalf holds) and will hold such
documents and
the other documents delivered to it constituting a Mortgage Loan
Document, and
that it holds (or the Custodian on its behalf holds) or will hold
all such
assets and such other assets included in the definition of "REMIC
I" in trust
for the exclusive use and benefit of all present and future
Certificateholders.
(b) In conducting the review of the Mortgage Files in accordance
with
the Custodial Agreement, the Custodian on the Trustee's behalf will
ascertain
whether all required documents have been executed and received and
whether those
documents relate to the Mortgage Loans identified in Exhibit B to
this
Agreement, as supplemented. If the Custodian finds any document
constituting
part of the Mortgage File not to have been executed or received, or
to be
unrelated to the Mortgage Loans identified in Exhibit B, the
Sponsor shall
correct or cure any such defect or, if prior to the end of the
second
anniversary of the Closing Date, the Sponsor may substitute for the
related
Mortgage Loan a Replacement Mortgage Loan, which substitution shall
be
accomplished in the manner and subject to the conditions set forth
in Section
2.03 or shall deliver to the Trustee an Opinion of Counsel to the
effect that
such defect does not materially or adversely affect the interests
of the
Certificateholders in such Mortgage Loan within sixty (60) days
from the date of
notice from the Custodian of the defect and if the Sponsor fails to
correct or
cure the defect or deliver such opinion within such period, the
Sponsor will,
subject to Section 2.03, within ninety (90) days from the
notification of the
Custodian purchase such Mortgage Loan at the Purchase Price;
provided, however,
that if such defect relates solely to the inability of the Sponsor
to deliver
the Mortgage, assignment thereof to the Custodian, or intervening
assignments
thereof with evidence of recording thereon because such documents
have been
submitted for recording and have not been returned by the
applicable
jurisdiction, the Sponsor shall not be required to purchase such
Mortgage Loan
if the Sponsor delivers such documents promptly upon receipt, but
in no event
later than 360 days after the Closing Date.
(c) No later than 180 days after the Closing Date, the Custodian on
the
Trustee's behalf will review, for the benefit of the
Certificateholders, the
Mortgage Files and will execute and deliver or cause to be executed
and
delivered to the Sponsor and the Trustee, a final trust receipt
substantially in
the form annexed to the Custodial Agreement. In conducting such
review, the
Custodian on the Trustee's behalf and in accordance with the terms
of the
Custodial Agreement will ascertain whether each document required
to be recorded
has been returned from the recording office with evidence of
recording thereon
and the Custodian on the Trustee's behalf has received either an
original or a
copy thereof, as required in the Custodial Agreement. If the
Custodian finds
that any document with respect to a Mortgage Loan has not been
received, or is
unrelated to the Mortgage Loans identified in Exhibit B or appears
to be
defective on its face, the Custodian shall note such defect in the
exception
report attached the final trust receipt issued pursuant to the
Custodial
Agreement and the Sponsor shall correct or cure any such defect or,
if prior to
the end of the second anniversary of the Closing Date, the Sponsor
may
substitute for the related Mortgage Loan a Replacement Mortgage
Loan, which
substitution shall be accomplished in the manner and subject to the
conditions
set forth in Section 2.03 or shall deliver to the Trustee an
Opinion of Counsel
to the effect that such defect does not materially or adversely
affect the
interests of Certificateholders in such Mortgage Loan within 60
days from the
date of notice from the Trustee of the defect and if the Sponsor is
unable
within such period to correct or cure such defect, or to substitute
the related
Mortgage Loan with a Replacement Mortgage Loan or to deliver such
opinion, the
Sponsor shall, subject to Section 2.03, within 90 days from the
notification of
the Trustee, purchase such Mortgage Loan at the Purchase Price;
provided,
however, that if such defect relates solely to the inability of the
Sponsor to
deliver the Mortgage, assignment thereof to the Trustee or
intervening
assignments thereof with evidence of recording thereon, because
such documents
have not been returned by the applicable jurisdiction, the Sponsor
shall not be
required to purchase such Mortgage Loan, if the Sponsor delivers
such documents
promptly upon receipt, but in no event later than 360 days after
the Closing
Date.
(d) In the event that a Mortgage Loan is purchased by the Sponsor
in
accordance with subsections 2.02(a) or (b) above or Section 2.03,
the Sponsor
shall remit the applicable Purchase Price to the Servicer for
deposit in the
Custodial Account and shall provide written notice to the
Securities
Administrator detailing the components of the Purchase Price,
signed by an
authorized officer. Upon deposit of the Purchase Price in the
Custodial Account
and upon receipt of a request for release (in the form attached to
the Custodial
Agreement) with respect to such Mortgage Loan, the Custodian, on
behalf of the
Trustee, will release to the Sponsor the related Mortgage File and
the Trustee
shall execute and deliver all instruments of transfer or
assignment, without
recourse, furnished to it by the Sponsor, as are necessary to vest
in the
Sponsor title to and rights under the Mortgage Loan. Such purchase
shall be
deemed to have occurred on the date on which the deposit into the
Custodial
Account was made. The Trustee shall promptly notify the Rating
Agencies of such
repurchase. The obligation of the Sponsor to cure, repurchase or
substitute for
any Mortgage Loan as to which a defect in a constituent document
exists shall be
the sole remedies respecting such defect available to the
Certificateholders or
to the Trustee on their behalf. The Sponsor shall promptly
reimburse the Trustee
for any expenses incurred by the Trustee in respect of enforcing
the remedies
for such breach.
(e) The Sponsor shall deliver to the Custodian the Mortgage Note
and
other documents constituting the Mortgage File with respect to any
Replacement
Mortgage Loan, which the Custodian will review as provided in the
Custodial
Agreement, provided, that the Closing Date referred to therein
shall instead be
the date of delivery of the Mortgage File with respect to each
Replacement
Mortgage Loan.
Section 2.03 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
SERVICER
AND THE SPONSOR.
(a) The Servicer hereby represents and warrants to, and covenants
with,
the Sponsor, the Depositor, the Master Servicer, the Securities
Administrator
and the Trustee as follows, as of the Closing Date:
(i) It is duly
organized and is validly existing and in good standing under
the laws of the Commonwealth of Pennsylvania and is duly authorized
and
qualified to transact any and all business contemplated by this
Agreement to be conducted by it in any state in which a
Mortgaged
Property is located or is otherwise not required under applicable
law
to effect such qualification and, in any event, is in compliance
with
the doing business laws of any such state, to the extent necessary
to
ensure its ability to service the Mortgage Loans in accordance with
the
terms of this Agreement and to perform any of its other
obligations
under this Agreement in accordance with the terms hereof.
(ii)
It has the full corporate power and authority to service each
Mortgage
Loan, and to execute, deliver and perform, and to enter into
and
consummate the transactions contemplated by this Agreement and has
duly
authorized by all necessary corporate action on its part the
execution,
delivery and performance of this Agreement; and this Agreement,
assuming the due authorization, execution and delivery hereof by
the
other parties hereto, constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms,
except
that (a) the enforceability hereof may be limited by
bankruptcy,
insolvency, moratorium, receivership and other similar laws
relating to
creditors' rights generally and (b) the remedy of specific
performance
and injunctive and other forms of equitable relief may be subject
to
equitable defenses and to the discretion of the court before which
any
proceeding therefor may be brought and further subject to public
policy
with respect to indemnity and contribution under applicable
securities
law.
(iii) The
execution and delivery of this Agreement by it, the servicing
of
the Mortgage Loans by it under this Agreement, the consummation of
any
other of the transactions contemplated by this Agreement, and
the
fulfillment of or compliance with the terms hereof are in its
ordinary
course of business and will not (A) result in a material breach of
any
term or provision of its charter or by-laws or (B) materially
conflict
with, result in a material breach, violation or acceleration of,
or
result in a material default under, the terms of any other
material
agreement or instrument to which it is a party or by which it may
be
bound, or (C) constitute a material violation of any statute, order
or
regulation applicable to it of any court, regulatory body,
administrative agency or governmental body having jurisdiction over
it;
and it is not in breach or violation of any material indenture or
other
material agreement or instrument, or in violation of any statute,
order
or regulation of any court, regulatory body, administrative agency
or
governmental body having jurisdiction over it which breach or
violation
may materially impair its ability to perform or meet any of its
obligations under this Agreement.
(iv)
It is an approved servicer of conventional mortgage loans for
Fannie
Mae or Freddie Mac and is a mortgagee approved by the Secretary
of
Housing and Urban Development pursuant to sections 203 and 211 of
the
National Housing Act.
(v) No
litigation is pending or, to the best of its knowledge,
threatened
in writing, against it that would materially and adversely affect
the
execution, delivery or enforceability of this Agreement or its
ability
to service the Mortgage Loans or to perform any of its other
obligations under this Agreement in accordance with the terms
hereof.
(vi)
No consent, approval, authorization or order of any court or
governmental agency or body is required for its execution, delivery
and
performance of, or compliance with, this Agreement or the
consummation
of the transactions contemplated hereby, or if any such
consent,
approval, authorization or order is required, it has obtained the
same.
(vii) The
Servicer has accurately and fully reported, and will continue
to
accurately and fully report its borrower credit files to each of
the
credit repositories in a timely manner materially in accordance
with
the Fair Credit
Reporting Act and its implementing legislation.
(viii) The
Servicer is a member of MERS in good standing, and will comply
in
all material respects with the rules and procedures of MERS in
connection with the servicing of the Mortgage Loans that are
registered
with MERS.
(ix)
The Servicer will not waive any Prepayment Charge with respect to
a
Mortgage Loan unless it is waived in accordance with the standard
set
forth in Section 3.01.
If the
covenant of the Servicer set forth in Section 2.03(a)(ix) above
is breached by the Servicer, the Servicer will pay the amount of
such waived
Prepayment Charge, for the benefit of the Holders of the Class P
Certificates,
by depositing such amount into the Custodial Account within 90 days
of the
earlier of discovery by the Servicer or receipt of notice by the
Servicer of
such breach. Notwithstanding the foregoing, or anything to the
contrary
contained in this Agreement, the Servicer shall have no liability
for a waiver
of any Prepayment Charge in the event that the Servicer's
determination to make
such a waiver was made by the Servicer in reliance on information
properly
received by the Servicer from any Person in accordance with the
terms of this
Agreement.
(b) The Sponsor hereby represents and warrants to and covenants
with,
the Depositor, the Servicer, the Master Servicer, the Securities
Administrator
and the Trustee as follows, as of the Closing Date:
(i) The
Sponsor is duly organized, validly existing and in good
standing
under the laws of the State of Delaware and is duly authorized
and
qualified to transact any and all business contemplated by this
Agreement to be conducted by the Sponsor in any state in which
a
Mortgaged Property is located or is otherwise not required
under
applicable law to effect such qualification and, in any event, is
in
compliance with the doing business laws of any such state, to
the
extent necessary to ensure its ability to enforce each Mortgage
Loan,
to sell the Mortgage Loans in accordance with the terms of this
Agreement and to perform any of its other obligations under
this
Agreement in accordance with the terms hereof.
(ii)
The Sponsor has the full corporate power and authority to sell
each
Mortgage Loan, and to execute, deliver and perform, and to enter
into
and consummate the transactions contemplated by this Agreement and
has
duly authorized by all necessary corporate action on the part of
the
Sponsor the execution, delivery and performance of this Agreement;
and
this Agreement, assuming the due authorization, execution and
delivery
hereof by the other parties hereto, constitutes a legal, valid
and
binding obligation of the Sponsor, enforceable against the Sponsor
in
accordance with its terms, except that (a) the enforceability
hereof
may be limited by bankruptcy, insolvency, moratorium, receivership
and
other similar laws relating to creditors' rights generally and (b)
the
remedy of specific performance and injunctive and other forms
of
equitable relief may be subject to equitable defenses and to
the
discretion of the court before which any proceeding therefor may
be
brought and further subject to public policy with respect to
indemnity
and contribution under applicable securities law.
(iii) The
execution and delivery of this Agreement by the Sponsor, the
sale
of the Mortgage Loans by the Sponsor under this Agreement, the
consummation of any other of the transactions contemplated by
this
Agreement, and the fulfillment of or compliance with the terms
hereof
are in the ordinary course of business of the Sponsor and will not
(A)
result in a material breach of any term or provision of the charter
or
by-laws of the Sponsor or (B) materially conflict with, result in
a
material breach,
violation or acceleration of, or result in a material
default under, the terms of any other material agreement or
instrument
to which the Sponsor is a party or by which it may be bound, or
(C)
constitute a material violation of any statute, order or
regulation
applicable to the Sponsor of any court, regulatory body,
administrative
agency or governmental body having jurisdiction over the Sponsor;
and
the Sponsor is not in breach or violation of any material indenture
or
other material agreement or instrument, or in violation of any
statute,
order or regulation of any court, regulatory body,
administrative
agency or governmental body having jurisdiction over it which
breach or
violation may materially impair the Sponsor's ability to perform
or
meet any of its obligations under this Agreement.
(iv)
The Sponsor is an approved seller of conventional mortgage loans
for
Fannie Mae or Freddie Mac and is a mortgagee approved by the
Secretary
of Housing and Urban Development pursuant to sections 203 and 211
of
the National Housing Act.
(v) No
litigation is pending or, to the best of the Sponsor's
knowledge,
threatened, against the Sponsor that would materially and
adversely
affect the execution, delivery or enforceability of this Agreement
or
the ability of the Sponsor to sell the Mortgage Loans or to perform
any
of its other obligations under this Agreement in accordance with
the
terms hereof.
(vi)
No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery
and
performance by the Sponsor of, or compliance by the Sponsor with,
this
Agreement or the consummation of the transactions contemplated
hereby,
or if any such consent, approval, authorization or order is
required,
the Sponsor has obtained the same.
(vii) The
representations and warranties set forth in Section 8 of the
Mortgage Loan Purchase Agreement are true and correct as of the
Closing
Date.
(viii) No
Mortgage Loan is subject to the Home Ownership and Equity
Protection
Act of 1994 or
any comparable law and no Mortgage Loan is classified
and/or defined as a "high cost", "covered", "high risk home" or
"predatory" loan under any other state, federal or local law or
regulation or ordinance (or a similarly classified loan using
different
terminology under a law imposing heightened regulatory scrutiny
or
additional legal liability for residential mortgage loans having
high
interest rates, points and/or fees).
(ix)
No loan is a High Cost Loan or Covered Loan, as applicable (as
such
terms are defined in Appendix E of the Standard & Poor's
Glossary For
File Format For LEVELS(R) Version 5.6 Revised (attached hereto
as
Exhibit N) and no mortgage loan originated on or after October 1,
2002
through March 6, 2003 is governed by the Georgia Fair Lending
Act.
(x) Any and
all requirements of any federal, state or local law including,
without limitation, usury, truth in lending, real estate
settlement
procedures, consumer credit protection, equal credit opportunity,
fair
housing, predatory, abusive lending or disclosure laws applicable
to
the origination and servicing of the Mortgage Loans have been
complied
with in all material respects.
(c) Upon discovery by any of the parties hereto of a breach of
a
representation or warranty set forth in Section 2.03(b)(viii), (ix)
and (x) and
Section 8 of the Mortgage Loan Purchase Agreement that materially
and adversely
affects the interests of the Certificateholders in any Mortgage
Loan, the party
discovering such breach shall give prompt written notice thereof to
the other
parties. The Sponsor hereby covenants with respect to the
representations and
warranties set forth in Section 2.03(b)(viii), (ix) and (x) and
Section 8 of the
Mortgage Loan Purchase Agreement, that within 90 days of the
discovery of a
breach of any representation or warranty set forth therein that
materially and
adversely affects the interests of the Certificateholders in any
Mortgage Loan,
it shall cure such breach in all material respects and, if such
breach is not so
cured, (i) prior to the second anniversary of the Closing Date,
remove such
Mortgage Loan (a "Deleted Mortgage Loan") from the Trust Fund and
substitute in
its place a Replacement Mortgage Loan, in the manner and subject to
the
conditions set forth in this Section; or (ii) repurchase the
affected Mortgage
Loan or Mortgage Loans from the Trustee at the Purchase Price in
the manner set
forth below; provided that any such substitution pursuant to (i)
above or
repurchase pursuant to (ii) above shall not be effected prior to
the delivery to
the Trustee of an Opinion of Counsel if required by Section 2.05
and any such
substitution pursuant to (i) above shall not be effected prior to
the additional
delivery to the Custodian of a request for release in accordance
with the
Custodial Agreement. The Sponsor shall promptly reimburse the
Trustee for any
expenses reasonably incurred by the Trustee in respect of enforcing
the remedies
for such breach. To enable the Servicer to amend the Mortgage Loan
Schedule, the
Sponsor shall, unless it cures such breach in a timely fashion
pursuant to this
Section 2.03, promptly notify the Trustee whether it intends either
to
repurchase, or to substitute for, the Mortgage Loan affected by
such breach.
With respect to the representations and warranties in Section 8 of
the Mortgage
Loan Purchase Agreement that are made to the best of the Sponsor's
knowledge, if
it is discovered by any of the Depositor, the Sponsor or the
Trustee that the
substance of such representation and warranty is inaccurate and
such inaccuracy
materially and adversely affects the value of the related Mortgage
Loan,
notwithstanding the Sponsor's lack of knowledge with respect to the
substance of
such representation or warranty, the Sponsor shall nevertheless be
required to
cure, substitute for or repurchase the affected Mortgage Loan in
accordance with
the foregoing. Notwithstanding the foregoing, any breach of a
representation or
warranty contained in clauses (xxxvii), (xxxviii), (xxxix), (xl)
and/or (xlv) of
Section 8 of the Mortgage Loan Purchase Agreement shall be
automatically deemed
to materially and adversely affect the interests of the
Certificateholders.
With respect to any Replacement Mortgage Loan or Loans, the
Sponsor
shall deliver to the Custodian for the benefit of the
Certificateholders such
documents and agreements as are required by Section 2 of the
Custodial
Agreement. No substitution will be made in any calendar month after
the
Determination Date for such month. Scheduled Payments due with
respect to
Replacement Mortgage Loans in the Due Period related to the
Distribution Date on
which such proceeds are to be distributed shall not be part of the
Trust Fund
and will be retained by the Sponsor. For the month of
substitution,
distributions to Certificateholders will include the Scheduled
Payment due on
any Deleted Mortgage Loan for the related Due Period and thereafter
the Sponsor
shall be entitled to retain all amounts received in respect of such
Deleted
Mortgage Loan. The Servicer shall amend the Mortgage Loan Schedule
for the
benefit of the Certificateholders to reflect the removal of such
Deleted
Mortgage Loan and the substitution of the Replacement Mortgage Loan
or Loans and
shall deliver the amended Mortgage Loan Schedule to the Trustee,
the Master
Servicer and the Securities Administrator. Upon such substitution,
the
Replacement Mortgage Loan or Loans shall be subject to the terms of
this
Agreement in all respects, and the Sponsor shall be deemed to have
made with
respect to such Replacement Mortgage Loan or Loans, as of the date
of
substitution, the representations and warranties set forth in
Section 8 of the
Mortgage Loan Purchase Agreement with respect to such Mortgage
Loan. Upon any
such substitution and the deposit into the Custodial Account of the
amount
required to be deposited therein in connection with such
substitution as
described in the following paragraph and receipt by the Custodian
of a request
for release for such Mortgage Loan in accordance with the Custodial
Agreement,
the Custodian on behalf of the Trustee shall release to the Sponsor
the Mortgage
File relating to such Deleted Mortgage Loan and held for the
benefit of the
Certificateholders and the Trustee shall execute and deliver at the
Sponsor's
direction such instruments of transfer or assignment as have been
prepared by
the Sponsor, in each case without recourse, as shall be necessary
to vest in the
Sponsor, or its respective designee, title to the Trustee's
interest in any
Deleted Mortgage Loan substituted for pursuant to this Section
2.03. Neither the
Trustee nor the Custodian shall have any further responsibility
with regard to
such Mortgage File.
For any month in which the Sponsor substitutes one or more
Replacement
Mortgage Loans for a Deleted Mortgage Loan, the Securities
Administrator will
determine the amount (if any) by which the aggregate principal
balance of all
the Replacement Mortgage Loans as of the date of substitution is
less than the
Stated Principal Balance (after application of the principal
portion of the
Scheduled Payment due in the month of substitution) of such Deleted
Mortgage
Loan. An amount equal to the aggregate of such deficiencies,
described in the
preceding sentence for any Distribution Date (such amount, the
"Substitution
Adjustment Amount") shall be remitted to the Servicer for deposit
in the
Custodial Account by the Sponsor delivering such Replacement
Mortgage Loan on or
before the Determination Date for the Distribution Date relating to
the
Prepayment Period during which the related Mortgage Loan was
required to be
purchased or replaced hereunder.
In the event that the Sponsor shall be required to repurchase a
Mortgage Loan, the Purchase Price therefor shall be remitted to the
Servicer for
deposit in the Custodial Account on or before the Determination
Date immediately
following the date on which the Sponsor was required to repurchase
such Mortgage
Loan. The Purchase Price shall be remitted by the Servicer to the
Securities
Administrator on the Remittance Date occurring in the month
immediately
following the month in which the Purchase Price was deposited in
the Custodial
Account. In addition, upon such deposit of the Purchase Price, the
delivery of
an Officer's Certificate by the Servicer to the Trustee certifying
that the
Purchase Price has been deposited in the Custodial Account, the
delivery of an
Opinion of Counsel if required by Section 2.05 and the receipt of a
Request for
Release, the Trustee shall release the related Mortgage File held
for the
benefit of the related Certificateholders to the Sponsor, and the
Trustee shall
execute and deliver at such Person's direction the related
instruments of
transfer or assignment prepared by the Sponsor, in each case
without recourse,
as shall be necessary to transfer title from the Trustee for the
benefit of the
Certificateholders and transfer the Trustee's interest to the
Sponsor to any
Mortgage Loan purchased pursuant to this Section 2.03.
(d) The Master Servicer hereby represents, warrants and covenants
with
the Servicer, Depositor and the Trustee as follows, as of the
Closing Date:
(i) The Master
Servicer is a national banking association duly formed,
validly existing and in good standing under the laws of the
United
States of America and is duly authorized and qualified to transact
any
and all business contemplated by this Agreement to be conducted by
the
Master Servicer;
(ii)
The Master Servicer has the full power and authority to conduct
its
business as presently conducted by it and to execute, deliver
and
perform, and to enter into and consummate, all transactions
contemplated by this Agreement. The Master Servicer has duly
authorized
the execution, delivery and performance of this Agreement, has
duly
executed and delivered this Agreement, and this Agreement, assuming
due
authorization, execution and delivery by the other parties
hereto,
constitutes a legal, valid and binding obligation of the Master
Servicer, enforceable against it in accordance with its terms
except as
the enforceability thereof may be limited by bankruptcy,
insolvency,
reorganization or similar laws affecting the enforcement of
creditors'
rights generally and by general principles of equity;
(iii) The
execution and delivery of this Agreement by the Master
Servicer,
the consummation by the Master Servicer of any other of the
transactions herein contemplated, and the fulfillment of or
compliance
with the terms hereof are in the ordinary course of business of
the
Master Servicer and will not (A) result in a breach of any term
or
provision of charter and by-laws of the Master Servicer or (B)
conflict
with, result in a breach, violation or acceleration of, or result
in a
default under, the terms of any other material agreement or
instrument
to which the Master Servicer is a party or by which it may be
bound, or
any statute, order or regulation applicable to the Master Servicer
of
any court, regulatory body, administrative agency or governmental
body
having jurisdiction over the Master Servicer; and the Master
Servicer
is not a party to, bound by, or in breach or violation of any
indenture
or other agreement or instrument, or subject to or in violation of
any
statute, order or regulation of any court, regulatory body,
administrative agency or governmental body having jurisdiction over
it,
which materially and adversely affects or, to the Master
Servicer's
knowledge, would in the future materially and adversely affect, (x)
the
ability of the Master Servicer to perform its obligations under
this
Agreement or (y) the business, operations, financial condition,
properties or assets of the Master Servicer taken as a whole;
(iv)
The Master Servicer does not believe, nor does it have any reason
or
cause to believe, that it cannot perform each and every covenant
made
by it and contained in this Agreement;
(v) No
litigation is pending against the Master Servicer that would
materially and adversely affect the execution, delivery or
enforceability of this Agreement or the ability of the Master
Servicer
to perform any of its other obligations hereunder in accordance
with
the terms hereof,
(vi)
There are no actions or proceedings against, or investigations
known to
it of, the Master Servicer before any court, administrative or
other
tribunal (A) that might prohibit its entering into this Agreement,
(B)
seeking to prevent the consummation of the transactions
contemplated by
this Agreement or (C) that might prohibit or materially and
adversely
affect the performance by the Master Servicer of its obligations
under,
or validity or enforceability of, this Agreement; and
(vii) No
consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery
and
performance by the Master Servicer of, or compliance by the
Master
Servicer with, this Agreement or the consummation by it of the
transactions contemplated by this Agreement, except for such
consents,
approvals, authorizations or orders, if any, that have been
obtained
prior to the Closing Date.
(e) The
representations and warranties set forth in Section 2.03 shall
survive delivery of the respective Mortgage Loans and Mortgage
Files to
the Trustee or the Custodian for the benefit of the
Certificateholders.
Section 2.04 REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR.
The Depositor hereby represents and warrants to, and covenants,
with
the Servicer, the Sponsor, the Master Servicer, the Securities
Administrator and
the Trustee as follows, as of the date hereof and as of the Closing
Date:
(i) The
Depositor is duly organized and is validly existing as a
corporation in good standing under the laws of the State of
Delaware
and has full power and authority (corporate and other) necessary to
own
or hold its properties and to conduct its business as now conducted
by
it and to enter into and perform its obligations under this
Agreement.
(ii)
The Depositor has the full corporate power and authority to
execute,
deliver and perform, and to enter into and consummate the
transactions
contemplated by, this Agreement and has duly authorized, by all
necessary corporate action on its part, the execution, delivery
and
performance of this Agreement; and this Agreement, assuming the
due
authorization, execution and delivery hereof by the other
parties
hereto, constitutes a legal, valid and binding obligation of
the
Depositor, enforceable against the Depositor in accordance with
its
terms, subject, as to enforceability, to (i) bankruptcy,
insolvency,
moratorium receivership and other similar laws relating to
creditors'
rights generally and (ii) the remedy of specific performance
and
injunctive and other forms of equitable relief may be subject
to
equitable defenses and to the discretion of the court before which
any
proceeding therefor may be brought and further subject to public
policy
with respect to indemnity and contribution under applicable
securities
law.
(iii) The
execution and delivery of this Agreement by the Depositor, the
consummation of the transactions contemplated by this Agreement,
and
the fulfillment of or compliance with the terms hereof are in
the
ordinary course of business of the Depositor and will not (A)
result in
a material breach of any term or provision of the charter or
by-laws of
the Depositor or (B) materially conflict with, result in a
material
breach, violation or acceleration of, or result in a material
default
under, the terms of any other material agreement or instrument to
which
the Depositor is a party or by which it may be bound or (C)
constitute
a material violation of any statute, order or regulation applicable
to
the Depositor of any court, regulatory body, administrative agency
or
governmental body having jurisdiction over the Depositor; and
the
Depositor is not in breach or violation of any material indenture
or
other material agreement or instrument, or in violation of any
statute,
order or regulation of any court, regulatory body,
administrative
agency or governmental body having jurisdiction over it which
breach or
violation may materially impair the Depositor's ability to perform
or
meet any of its obligations under this Agreement.
(iv)
No litigation is pending, or, to the best of the Depositor's
knowledge,
threatened, against the Depositor that would materially and
adversely
affect the execution, delivery or enforceability of this Agreement
or
the ability of the Depositor to perform its obligations under
this
Agreement in accordance with the terms hereof.
(v) No
consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery
and
performance by the Depositor of, or compliance by the Depositor
with,
this Agreement or the consummation of the transactions
contemplated
hereby, or if any such consent, approval, authorization or order
is
required, the Depositor has obtained the same.
The Depositor hereby represents and warrants to the Trustee as of
the
Closing Date, following the transfer of the Mortgage Loans to it by
the Sponsor,
the Depositor had good title to the Mortgage Loans and the related
Mortgage
Notes were subject to no offsets, claims, defenses or
counterclaims.
It is understood and agreed that the representations and warranties
set
forth in this Section 2.04 shall survive delivery of the Mortgage
Files to the
Trustee or the Custodian for the benefit of the Certificateholders.
Upon
discovery by the Depositor, the Servicer, the Master Servicer or
the Trustee of
a breach of such representations and warranties, the party
discovering such
breach shall give prompt written notice to the others and to each
Rating Agency.
Section 2.05 DELIVERY OF OPINION OF COUNSEL IN CONNECTION WITH
SUBSTITUTIONS AND REPURCHASES.
(a) Notwithstanding any contrary provision of this Agreement,
with
respect to any Mortgage Loan that is not in default or as to which
default is
not imminent, no repurchase or substitution pursuant to Sections
2.02 or 2.03
shall be made unless the Sponsor delivers to the Trustee an Opinion
of Counsel,
addressed to the Trustee, to the effect that such repurchase or
substitution
would not (i) result in the imposition of the tax on "prohibited
transactions"
of REMIC I, REMIC II or REMIC III or contributions after the
Closing Date, as
defined in sections 860F(a)(2) and 860G(d) of the Code,
respectively or (ii)
cause any of REMIC I, REMIC II or REMIC III to fail to qualify as a
REMIC at any
time that any Certificates are outstanding. Any Mortgage Loan as to
which
repurchase or substitution was delayed pursuant to this paragraph
shall be
repurchased or the substitution therefor shall occur (subject to
compliance with
Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a
default or
imminent default with respect to such Mortgage Loan and (b) receipt
by the
Trustee of an Opinion of Counsel to the effect that such repurchase
or
substitution, as applicable, will not result in the events
described in clause
(i) or clause (ii) of the preceding sentence.
(b) Upon discovery by the Depositor or the Sponsor that any
Mortgage
Loan does not constitute a "qualified mortgage" within the meaning
of section
860G(a)(3) of the Code, the party discovering such fact shall
promptly (and in
any event within five (5) Business Days of discovery) give written
notice
thereof to the other parties and the Trustee. In connection
therewith, the
Sponsor, at its option, shall either (i) substitute, if the
conditions in
Section 2.03(c) with respect to substitutions are satisfied, a
Replacement
Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase
the affected
Mortgage Loan within ninety (90) days of such discovery in the same
manner as it
would a Mortgage Loan for a breach of representation or warranty
contained in
Section 2.03. The Trustee shall reconvey to the Sponsor the
Mortgage Loan to be
released pursuant hereto in the same manner, and on the same terms
and
conditions, as it would a Mortgage Loan repurchased for breach of
a
representation or warranty contained in Section 2.03.
Section 2.06 ISSUANCE OF THE REMIC I REGULAR INTERESTS AND THE
CLASS
R-1 INTEREST.
The Trustee acknowledges the assignment to it of the Mortgage Loans
and
the delivery to the Custodian on its behalf of the related Mortgage
Files,
subject to the provisions of Section 2.01 and Section 2.02,
together with the
assignment to it of all other assets included in REMIC I, the
receipt of which
is hereby acknowledged. The interests evidenced by the Class R-1
Interest,
together with the REMIC I Regular Interests, constitute the entire
beneficial
ownership interest in REMIC I. The rights of the Holders of the
Class R-1
Interest and REMIC I (as holder of the REMIC I Regular Interests)
to receive
distributions from the proceeds of REMIC I in respect of the Class
R-1 Interest
and the REMIC I Regular Interests, respectively, and all ownership
interests
evidenced or constituted by the Class R-1 Interest and the REMIC I
Regular
Interests, shall be as set forth in this Agreement.
Section 2.07 CONVEYANCE OF THE REMIC I REGULAR INTERESTS;
ACCEPTANCE OF
REMIC II BY THE TRUSTEE.
The Depositor, concurrently with the execution and delivery
hereof,
does hereby transfer, assign, set over and otherwise convey to the
Trustee,
without recourse all the right, title and interest of the Depositor
in and to
the REMIC I Regular Interests for the benefit of the Class R-2
Interest and
REMIC II (as holder of the REMIC I Regular Interests). The Trustee
acknowledges
receipt of the REMIC I Regular Interests and declares that it holds
and will
hold the same in trust for the exclusive use and benefit of all
present and
future Holders of the Class R-2 Interest and REMIC II (as holder of
the REMIC I
Regular Interests). The rights of the Holders of the Class R-2
Interest and
REMIC II (as holder of the REMIC I Regular Interests) to receive
distributions
from the proceeds of REMIC II in respect of the Class R-2 Interest
and REMIC II
Regular Interests, respectively, and all ownership interests
evidenced or
constituted by the Class R-2 Interest and the REMIC II Regular
Interests, shall
be as set forth in this Agreement.
Section 2.08 CONVEYANCE OF THE REMIC II REGULAR INTERESTS;
ACCEPTANCE
OF REMIC III BY THE TRUSTEE.
The Depositor, concurrently with the execution and delivery
hereof,
does hereby transfer, assign, set over and otherwise convey to the
Trustee,
without recourse all the right, title and interest of the Depositor
in and to
the REMIC II Regular Interests for the benefit of the Class R-3
Interest and
REMIC III (as holder of the REMIC II Regular Interests). The
Trustee
acknowledges receipt of the REMIC II Regular Interests and declares
that it
holds and will hold the same in trust for the exclusive use and
benefit of all
present and future Holders of the Class R-3 Interest and REMIC III
(as holder of
the REMIC II Regular Interests). The rights of the Holder of the
Class R-3
Interest and REMIC III (as holder of the REMIC II Regular
Interests) to receive
distributions from the proceeds of REMIC III in respect of the
Class R-3
Interest and REMIC III Regular Interests, respectively, and all
ownership
interests evidenced or constituted by the Class R-3 Interest and
the REMIC III
Regular Interests, shall be as set forth in this Agreement. The
Class R-3
Interest and the REMIC III Regular Interests shall constitute the
entire
beneficial ownership interest in REMIC III.
Section 2.09 ISSUANCE OF CLASS R CERTIFICATES.
The Trustee acknowledges the assignment to it of the REMIC I
Regular
Interests and the REMIC II Regular Interests and, concurrently
therewith and in
exchange therefor, pursuant to the written request of the Depositor
executed by
an officer of the Depositor, the Securities Administrator has
executed and
authenticated and the Trustee has delivered to or upon the order of
the
Depositor, the Class R Certificates in authorized denominations.
The Class R
Certificates evidence ownership in the Class R-1 Interest, the
Class R-2
Interest and the Class R-3 Interest.
Section 2.10 ESTABLISHMENT OF TRUST.
The Depositor does hereby establish, pursuant to the further
provisions
of this Agreement and the laws of the State of New York, an express
trust to be
known, for convenience, as "Nomura Asset Acceptance Corporation,
Alternative
Loan Trust, Series [________]" and does hereby appoint
[_____________________],
as Trustee in accordance with the provisions of this Agreement.
Section 2.11 PURPOSE AND POWERS OF THE TRUST.
The purpose of the common law trust, as created hereunder, is to
engage
in the following activities:
(a) acquire and hold the Mortgage Loans and the other assets of
the
Trust Fund and the proceeds therefrom;
(b) to issue the Certificates sold to the Depositor in exchange for
the
Mortgage Loans;
(c) to make payments on the Certificates;
(d) to engage in those activities that are necessary, suitable
or
convenient to accomplish the foregoing or are incidental thereto or
connected
therewith; and
(e) subject to compliance with this Agreement, to engage in such
other
activities as may be required in connection with conservation of
the Trust Fund
and the making of distributions to the Certificateholders.
The trust is hereby authorized to engage in the foregoing
activities.
The Trustee shall not cause the trust to engage in any activity
other than in
connection with the foregoing or other than as required or
authorized by the
terms of this Agreement while any Certificate is outstanding, and
this Section
2.10 may not be amended, without the consent of the
Certificateholders
evidencing 51% or more of the aggregate voting rights of the
Certificates.
<PAGE>
ARTICLE III
ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS; ACCOUNTS
Section 3.01 THE SERVICER TO ACT AS SERVICER OF THE MORTGAGE
LOANS.
The Servicer shall service and administer the Mortgage Loans on
behalf
of the Trust and in the best interest of and for the benefit of
the
Certificateholders (as determined by the Servicer in its reasonable
judgment) in
accordance with the terms of this Agreement and the Mortgage Loans
and to the
extent consistent with such terms and in accordance with and
exercising the same
care in performing those practices that the Servicer customarily
employs and
exercises in servicing and administering mortgage loans for its own
account
(including, compliance with all applicable federal, state and local
laws).
To the extent consistent with the foregoing, the Servicer shall
seek
the timely and complete recovery of principal and interest on the
Mortgage Notes
related to the Mortgage Loans and shall waive a Prepayment Charge
only under the
following circumstances: (i) such waiver is standard and customary
in servicing
similar mortgage loans and (ii) either (A) such waiver is related
to a default
or reasonably foreseeable default and would, in the reasonable
judgment of the
Servicer, maximize recovery of total proceeds taking into account
the value of
such Prepayment Charge and the related Mortgage Loan and, if such
waiver is made
in connection with a refinancing of the related Mortgage Loan, such
refinancing
is related to a default or a reasonably foreseeable default or (B)
such waiver
is made in connection with a refinancing of the related Mortgage
Loan unrelated
to a default or a reasonably foreseeable default where (x) the
related Mortgagor
has stated to the Servicer an intention to refinance the related
Mortgage Loan
and (y) the Servicer has concluded in its reasonable judgment that
the waiver of
such Prepayment Charge would induce such Mortgagor to refinance
with the
Servicer or (iii) the Servicer reasonably believes such Prepayment
Charge is
unenforceable in accordance with applicable law or the collection
of such
related Prepayment Charge would otherwise violate applicable law.
If a
Prepayment Charge is waived as permitted by meeting both of the
standards
described in clauses (i) and (ii)(B) above, then the Servicer is
required to pay
the amount of such waived Prepayment Charge (the "Servicer
Prepayment Charge
Payment Amount"), for the benefit of the Holders of the Class P
Certificates, by
depositing such amount into the Custodial Account within 90 days of
notice or
discovery of such waiver meeting the standard set forth in both
clauses (i) and
(ii)(B) above; provided, however, that the Servicer shall not waive
more than 5%
of the Prepayment Charges (by number of Prepayment Charges) set
forth on the
Prepayment Charge Schedule in accordance with clauses (i) and
(ii)(B) above.
Notwithstanding any other provisions of this Agreement, any
payments made by the
Servicer in respect of any waived Prepayment Charges pursuant to
clauses (i) and
(ii)(B) above and the preceding sentence shall be deemed to be paid
outside of
the Trust Fund.
Subject only to the above-described applicable servicing standards
(the
"Accepted Servicing Practices") and the terms of this Agreement and
of the
respective Mortgage Loans, the Servicer shall have full power and
authority,
acting alone and/or through subservicers as provided in Section
3.03, to do or
cause to be done any and all things that it may deem necessary or
desirable in
connection with such servicing and administration, including but
not limited to,
the power and authority, subject to the terms hereof (i) to execute
and deliver,
on behalf of the Certificateholders and the Trustee, customary
consents or
waivers and other instruments and documents, (ii) to consent to
transfers of any
related Mortgaged Property and assumptions of the Mortgage Notes
and related
Mortgages (but only in the manner provided herein), (iii) to
collect any
Insurance Proceeds and other Liquidation Proceeds, and (iv) subject
to Section
3.09, to effectuate foreclosure or other conversion of the
ownership of the
Mortgaged Property securing any Mortgage Loan.
Without limiting the generality of the foregoing, the Servicer, in
its
own name or in the name of the Trust, the Depositor or the Trustee,
is hereby
authorized and empowered by the Trust, the Depositor and the
Trustee, when the
Servicer believes it appropriate in its reasonable judgment, to
execute and
deliver, on behalf of the Trustee, the Depositor, the
Certificateholders or any
of them, any and all instruments of satisfaction or cancellation,
or of partial
or full release or discharge and all other comparable instruments,
with respect
to the Mortgage Loans, and with respect to the related Mortgaged
Properti
