NOMURA HOME EQUITY LOAN, INC.,
Depositor
NOMURA CREDIT & CAPITAL, INC.,
Sponsor
[______________],
Servicer
[______________________________],
Master Servicer and Securities Administrator
and
[______________________________]
Trustee
_____________________________
FORM OF
POOLING AND SERVICING AGREEMENT
Dated as of [___________]
_________________________________________________________
NOMURA HOME EQUITY LOAN, INC.
ASSET-BACKED 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
Certificates....................
Section 2.07
Conveyance of the REMIC I Regular Interests; Issuance and
Conveyance of the REMIC II
Regular
Interests.........................................................................
Section 2.08
Issuance of Class R
Certificates..........................................................
Section 2.09
Establishment of
Trust....................................................................
Section 2.10
Purpose and Powers of the
Trust...........................................................
ARTICLE III ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS;
ACCOUNTS
Section 3.01
Servicer to act as Servicer of the Related 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
Accounts..................................
Section 3.27
Permitted Withdrawals From the Custodial
Accounts.........................................
Section 3.28
Reports to Master
Servicer................................................................
Section 3.29
Collection of Taxes; Assessments and Similar Items; Escrow
Accounts.......................
Section 3.30
Adjustments to Mortgage Rate and Scheduled
Payment........................................
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 the
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 as to
Compliance.........................................
Section 4.15
Master Servicer Assessments of Compliance and Attestation
Reports.........................
Section 4.16
[Reserved]................................................................................
Section 4.17
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, REMIC I and REMIC II
Allocations......................................
Section 5.08
Prepayment
Charges........................................................................
Section 5.09
Class P Certificate
Account...............................................................
Section 5.10
Basis Risk Shortfall Reserve
Fund.........................................................
Section 5.11
Supplemental Interest
Trust...............................................................
Section 5.12
Tax
Treatment of Swap Payments and Swap Termination
Payments..............................
Section 5.13
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, THE SERVICERS AND THE MASTER
SERVICER
Section 7.01
Liabilities of the Depositor, the 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, the Securities
Administrator, the Master
Servicer, the Servicer and
Others.........................................................
Section 7.05
Servicer Not to
Resign....................................................................
Section 7.06
Appointment of Special Servicer; Termination of the
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 Servicer and the Master
Servicer................
ARTICLE VIII DEFAULT; TERMINATION OF THE 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
Third
Party
Beneficiaries.................................................................
Section 11.11
Intention
of the Parties and
Interpretation...............................................
</TABLE>
EXHIBITS
Exhibit A-1
Form of Class [______________] Certificates
Exhibit A-2
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
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
Master Servicing Standard File Layout
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 Power of Attorney
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
Form of Schedule of Default Loan Data
Exhibit X-2
Form of Schedule of Realized Losses/Gains
<PAGE>
POOLING AND SERVICING
AGREEMENT, dated as of
[___________], among
NOMURA
HOME EQUITY LOAN, INC., 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
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 Trust Fund (exclusive
of the Basis
Risk Shortfall Reserve Fund and, for the avoidance of doubt, the
Supplemental
Interest Trust and the Swap Agreement) as a REMIC for federal
income tax
purposes, and such segregated pool of assets will be designated as
"REMIC I".
The Class R-I Interest will represent the sole class of "residual
interests" in
REMIC I for purposes of the REMIC Provisions.
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>
Uncertificated REMIC I
Initial Certificate
Assumed Final
Designation
Pass-Through Rate
Principal Balance
Maturity Date(1)
-----------
-----------------
-----------------
----------------
<S>
<C>
<C>
<C>
[_____]
(2)
$
[_______________]
[___________]
[_____]
(2)
$
[_______________]
[___________]
[_____]
(2)
$
[_______________]
[___________]
[_____]
(2)
$
[_______________]
[___________]
[_____]
(2)
$
[_______________]
[___________]
[_____]
(2)
$
[_______________]
[___________]
[_____]
(2)
$
[_______________]
[___________]
[_____]
(2)
$
[_______________]
[___________]
[_____]
(2)
$
[_______________]
[___________]
[_____]
(2)
$ [_______________]
[___________]
[_____]
(2)
$
[_______________]
[___________]
[_____]
(2)
$
[_______________]
[___________]
[_____]
(2)
$
[_______________]
[___________]
[_____]
(2)
$
[_______________]
[___________]
[_____]
(2)
$
[_______________]
[___________]
[_____]
(2)
$
[_______________]
[___________]
[_____]
(2)
$
[_______________]
[___________]
[_____]
(2)
$
[_______________]
[___________]
[_____]
(2)
$
[_______________]
[___________]
[_____]
(2)
$
[_______________]
[___________]
[_____]
(2)
$
[_______________]
[___________]
[_____]
(2)
$
[_______________]
[___________]
[_____]
(2)
$
[_______________]
[___________]
[_____]
(2)
$
[_______________]
[___________]
[_____]
(2)
$
[_______________]
[___________]
[_____]
(2)
$
[_______________]
[___________]
[_____]
(2)
$
[_______________]
[___________]
[_____]
(2)
$
[_______________]
[___________]
[_____]
(2)
$
[_______________]
[___________]
[_____]
(2)
$
[_______________]
[___________]
[_____]
(2)
$
[_______________]
[___________]
[_____]
(2)
$ [_______________]
[___________]
[_____]
(2)
$
[_______________]
[___________]
[_____]
(2)
$
[_______________]
[___________]
[_____]
(2)
$
[_______________]
[___________]
[_____]
(2)
$
[_______________]
[___________]
[_____]
(2)
$
[_______________]
[___________]
[_____]
(2)
$
[_______________]
[___________]
[_____]
(2)
$
[_______________]
[___________]
[_____]
(2)
$
[_______________]
[___________]
[_____]
(2)
$
[_______________]
[___________]
[_____]
(2)
$
[_______________]
[___________]
[_____]
(2)
$
[_______________]
[___________]
[_____]
(2)
$
[_______________]
[___________]
[_____]
(2)
$
[_______________]
[___________]
[_____]
(2)
$
[_______________]
[___________]
[_____]
(2)
$
[_______________]
[___________]
[_____]
(2)
$
[_______________]
[___________]
[_____]
(2)
$
[_______________]
[___________]
[_____]
(2)
$
[_______________]
[___________]
[_____]
(2)
$
[_______________]
[___________]
[_____]
(2)
$
[_______________]
[___________]
[_____]
(2)
$
[_______________]
[___________]
[_____]
(2)
$
[_______________]
[___________]
[_____]
(2)
$
[_______________]
[___________]
P
(3)
$
100.00
[___________]
</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 I Regular
Interest.
(2)
Calculated in accordance with the definition of "Uncertificated
REMIC I
Pass-Through Rate" herein. (3) The REMIC I Regular Interest LT-P
will
not be entitled to distributions of interest.
<PAGE>
REMIC II
As provided herein, the Trustee will make an election to treat
the
segregated pool of assets consisting of the REMIC I Regular
Interest) for
federal income tax purposes, and such segregated pool of assets
will be
designated as "REMIC II." The R-II Interest will represent the sole
class of
"residual interests" in REMIC II for purposes of the REMIC
Provisions. 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 Distribution
Designation
Principal Balance
Pass-Through Rate
Date(1)
----------------------
----------------------------- ----------------------
-----------------------------
<S>
<C>
<C>
<C>
LT-[__]
$ [___________]
(2)
[___________]
LT-[__]
$ [___________]
(2)
[___________]
LT-[__]
$ [___________]
(2)
[___________]
LT-[__]
$ [___________]
(2)
[___________]
LT-[__]
$ [___________]
(2)
[___________]
LT-[__]
$ [___________]
(2)
[___________]
LT-[__]
$ [___________]
(2)
[___________]
LT-[__]
$ [___________]
(2)
[___________]
LT-[__]
$ [___________]
(2)
[___________]
LT-[__]
$ [___________]
(2)
[___________]
LT-[__]
$ [___________]
(2)
[___________]
LT-[__]
$ [___________]
(2)
[___________]
LT-[__]
$ [___________]
(2)
[___________]
LT-[__]
$ [___________]
(2)
[___________]
LT-[__]
$ [___________]
(2)
[___________]
LT-[__]
$ [___________]
(2)
[___________]
LT-[__]
$ [___________]
(2)
[___________]
LT-[__]
$ [___________]
(2)
[___________]
LT-[__]
(4)
(2)
[___________]
LT-[__]
$ [___________]
(3)
[___________]
LT-[__]
$ [___________]
(2)
[___________]
LT-[__]
$ [___________]
(2)
[___________]
LT-[__]
$ [___________]
(2)
[___________]
LT-[__]
$ [___________]
(2)
[___________]
LT-[__]
$ [___________]
(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) The REMIC II Regular Interest LT-P
will
not be entitled to distributions of interest. (4) REMIC II
Regular
Interest LT-IO will not have an Uncertificated Principal Balance,
but
will accrue interest
on its Uncertificated Notional Amount, as defined herein.
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 R-III 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 Distribution
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 [__]
$ [___________]
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 [__]
$ [___________]
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 X(2)
Class X Pass Through Rate
[___________]
Class P
$
N/A(3)
[___________]
100
Class IO Interest
(4)
(5)
[___________]
</TABLE>
-------------------
(1)
For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations,
the Distribution Date in the second 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 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 LT-P).
(3)
The Class P Certificates will not be entitled to distributions
of
interest.
(4)
For federal income tax purposes, the Class IO Interest will not
have a
Pass-Through Rate, but will be entitled to 100]% of the amounts
distributed on REMIC II Regular Interest LT-IO.
(5)
For federal income tax purposes, the Class IO Interest will not
have an
Uncertificated Principal Balance, but will have a notional amount
equal
to the Uncertificated Notional Amount of REMIC II Regular Interest
IO.
<PAGE>
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:
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 hereof, but in no event below the standard
set forth in
clause (x).
Accepted Servicing Practices: As defined in Section 3.01.
Account: Either the Distribution Account or the Custodial
Account.
Accrual Period: With respect to the Group I, Group II, Subordinate
and
Class X Certificates and any Distribution Date, the period
commencing on the
immediately preceding Distribution Date (or with respect to the
first Accrual
Period, the Closing Date) and ending on the day immediately
preceding the
related Distribution Date. All calculations of interest on the
Group I, Group II
and Subordinate Certificates will be based on a 360-day year and
the actual
number of days elapsed in the related Accrual Period. All
calculations of
interest on the Class X Certificates REMIC I Regular Interests and
REMIC II
Regular Interests will be based on a 360-day year consisting of
twelve 30-day
months.
Adjustment Date: With respect to each adjustable rate Mortgage
Loan,
the first day of the month in which the Mortgage Rate of such
Mortgage Loan
changes pursuant to the related Mortgage Note. The first Adjustment
Date
following the Cut-Off Date as to each adjustable rate Mortgage Loan
is set forth
in the Loan Schedule.
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).
Affected Party: As
defined in the Swap Agreement.
Aggregate Loan Balance: With respect to the Mortgage Loans and
any
Distribution Date, the aggregate of the Stated Principal Balances
of the
Mortgage Loans as of the last day of the related Due Period.
Aggregate Loan Group Balance: With respect to any Loan Group and
any
Distribution Date, the aggregate of the Stated Principal Balances
of the
Mortgage Loans in such Loan Group as of the last day of the related
Due Period.
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
related
Mortgage Loans due after the related Due Period and (ii) Principal
Prepayments
and Liquidation Proceeds received in respect of the related
Mortgage Loans after
the last day of the related Prepayment Period.
Annual Statement of Compliance: As defined in Section 3.13.
Applied Loss Amount: With respect to the Publicly Offered
Certificates
and the Class B Certificates and any Distribution Date, the excess
of the
aggregate Certificate Principal Balance of the Publicly Offered
Certificates and
the Class B Certificates over the Aggregate Loan Balance of the
Mortgage Loans
after giving effect to all Realized Losses incurred with respect to
the Mortgage
Loans during the related Due Period and payments of principal to
the Publicly
Offered Certificates and Class B Certificates on such Distribution
Date.
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 3.14.
Assumed Final Distribution Date: The Distribution Date in
[___________].
Attestation Report: As defined in Section 3.18.
Authorized Servicer Representative: Any officer of the Servicer
involved in, or responsible for, the administration and servicing
of the related
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 Remittance Amount, exclusive of amounts
pursuant to Section
5.04.
Bankruptcy Code: Title 11 of the United States Code.
Basis Risk Shortfall Reserve Fund: The segregated non-interest
bearing
trust account created and maintained by the Securities
Administrator pursuant to
Section 5.10 hereof.
Basis Risk Shortfall: With respect to any Class of Group I, Group
II or
Subordinate Certificates and any Distribution Date, the sum of (i)
the excess,
if any, of the related Current Interest (calculated without regard
to the Net
Funds Cap) over the related Current Interest (as it may have been
limited by the
applicable Net Funds Cap) for the applicable Distribution Date;
(ii) any amount
described in clause (i) remaining unpaid from prior Distribution
Dates; and
(iii) interest on the amount in clause (ii) for the related Accrual
Period
calculated on the basis of the lesser of (x) One Month LIBOR plus
the applicable
Certificate Margin and (y) the applicable Maximum Interest
Rate.
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 State of New York, the
State of
Delaware, the city in which any Corporate Trust Office of the
Securities
Administrator is located or the States in which any Servicer's
servicing
operations are located are authorized or obligated by law or
executive order to
be closed.
Carryforward Interest: With respect to any Class of Publicly
Offered
Certificates and any Class of Class B Certificates and any
Distribution Date,
the sum of (i) the amount, if any, by which (x) the sum of (A)
Current Interest
for that Class of Certificates for the immediately preceding
Distribution Date
and (B) any unpaid Carryforward Interest for such Class from
previous
Distribution Dates exceeds (y) the actual amount distributed on
such Class in
respect of interest on the immediately preceding Distribution Date
and (ii)
interest on such amount for the related Accrual Period at the
applicable
Pass-Through Rate.
Certificate: Any one of the certificates of any Class executed
and
authenticated by the Securities Administrator in substantially the
forms
attached hereto as Exhibits A-1 through A-6.
Certificate Margin: With respect to each Distribution Date on or
prior
to the first possible Optional Termination Date with respect to the
Mortgage
Loans, the Certificate Margins for the Class [__], Class [__],
Class [__], Class
[__], Class [__], Class [__], Class [__], Class [__], Class [__],
Class [__],
Class [__], Class [__], Class [__], Class [__], Class [__] and
Class [__]
Certificates are [_____]%, [_____]%, [_____]%, [_____]%, [_____]%,
[_____]%,
[_____]% [_____]%, [_____]%, [_____]%, [_____]%, [_____]%,
[_____]%, [_____]%,
[_____]%, [_____]% and [_____]%, respectively. With respect to each
Distribution
Date following the first possible optional termination date with
respect to the
Mortgage Loans, the Certificate Margins for the Class [__], Class
[__], Class
[__], Class [__], Class [__], Class [__], Class [__], Class [__],
Class [__],
Class [__], Class [__], Class [__], Class [__], Class [__], Class
[__] and Class
[__] Certificates are [_____]%, [_____]%, [_____]%, [_____]%,
[_____]%,
[_____]%, [_____]% [_____]%, [_____]%, [_____]%, [_____]%,
[_____]%, [_____]%,
[_____]%, [_____]%, [_____]% and [_____]%, respectively.
Certificate Notional Balance: With respect to the Class X
Certificates
and any Distribution Date, the Uncertificated Principal Balance of
the REMIC II
Regular Interests (other than REMIC II Regular Interest LT-P) 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,
Class B Certificate or Class P Certificate and as of any
Distribution Date, the
Initial Certificate Principal Balance of such Certificate plus any
Subsequent
Recoveries added to the Certificate Principal Balance pursuant to
Section
5.05(f) less (i) the sum of (a) 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 (b) with
respect to any
Class of Subordinate 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, plus (ii) with respect to
the
Subordinate Certificates, any Subsequent Recoveries added to the
Certificate
Principal Balance of any such Certificate pursuant to Section
5.05(d), in each
case up to the amount of Applied Loss Amounts but only to the
extent that any
such Applied Loss Amount has not been paid to any Class of
Certificates as a
Deferred Amount. With respect to the Class X Certificates and any
date of
determination, the excess, if any, of (i) the then Aggregate Loan
Balance over
(ii) the then aggregate Certificate Principal Balance of the
Publicly Offered
Certificates and the Class B Certificates. 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 B Certificates: The Class [__] Certificates and Class
[__]
Certificates.
Class [__] Certificate: Any Certificate designated as a "Class
[__]
Certificate" on the face thereof, in the form of Exhibit A-3
hereto,
representing the right to its Percentage Interest of distributions
provided for
the Class [__] Certificates as set forth herein and evidencing (i)
a REMIC
Regular Interest in REMIC III, (ii) the right to receive the
related Basis Risk
Shortfall and (iii) the obligation to pay any Class IO Distribution
Amount.
Class [__] Pass-Through Rate: With respect to each Distribution
Date, a
per annum rate equal to the lesser of (i) the sum of One-Month
LIBOR for that
Distribution Date plus (A) on or prior to the first possible
Optional
Termination Date, [_____]% or (B) after the first possible Optional
Termination
Date, [_____]% and (ii) the applicable Net Funds Cap.
Class [__] Principal Payment Amount: With respect to any
Distribution
Date on or after the Stepdown Date and as long as a Trigger Event
is not in
effect with respect to such Distribution Date, will be the amount,
if any, by
which (x) the sum of (i) the Certificate Principal Balances of the
Senior
Certificates and the Mezzanine Certificates, in each case, after
giving effect
to payments on such Distribution Date and (ii) the Certificate
Principal Balance
of the Class [__] Certificates immediately prior to such
Distribution Date
exceeds (y) the lesser of (A) the product of (i) approximately
[_____]% and (ii)
the Aggregate Loan Balance for such Distribution Date and (B) the
amount, if
any, by which (i) the Aggregate Loan Balance for such Distribution
Date exceeds
(ii) [_____]% of the Aggregate Loan Balance as of the Cut-off
Date.
Class [__] Certificate: Any Certificate designated as a "Class
[__]
Certificate" on the face thereof, in the form of Exhibit A-3
hereto,
representing the right to its Percentage Interest of distributions
provided for
the Class [__] Certificates as set forth herein and evidencing (i)
a REMIC
Regular Interest in REMIC III, (ii) the right to receive the
related Basis Risk
Shortfall and (iii) the obligation to pay any Class IO Distribution
Amount.
Class [__] Pass-Through Rate: With respect to each Distribution
Date, a
per annum rate equal to the lesser of (i) the sum of One-Month
LIBOR for that
Distribution Date plus (A) on or prior to the first possible
Optional
Termination Date, [_____]% or (B) after the first possible Optional
Termination
Date, [_____]% and (ii) the applicable Net Funds Cap.
Class [__] Principal Payment Amount: With respect to any
Distribution
Date on or after the Stepdown Date and as long as a Trigger Event
is not in
effect with respect to such Distribution Date, will be the amount,
if any, by
which (x) the sum of (i) the Certificate Principal Balances of the
Senior
Certificates, the Mezzanine Certificates and the Class [__]
Certificates, in
each case, after giving effect to payments on such Distribution
Date and (ii)
the Certificate Principal Balance of the Class [__] Certificates
immediately
prior to such Distribution Date exceeds (y) the lesser of (A) the
product of (i)
approximately [_____]% and (ii) the Aggregate Loan Balance for such
Distribution
Date and (B) the amount, if any, by which (i) the Aggregate Loan
Balance for
such Distribution Date exceeds (ii) [_____]% of the Aggregate Loan
Balance as of
the Cut-off Date.
Class [__] Certificate: Any Certificate designated as a "Class
[__]
Certificate" on the face thereof, in the form of Exhibit A-1
hereto,
representing the right to its Percentage Interest of distributions
provided for
the Class [__] Certificates as set forth herein and evidencing (i)
a REMIC
Regular Interest in REMIC III, (ii) the right to receive the
related Basis Risk
Shortfall and (iii) the obligation to pay any Class IO Distribution
Amount.
Class [__] Pass-Through Rate: With respect to each Distribution
Date, a
per annum rate equal to the lesser of (i) the sum of One-Month
LIBOR for that
Distribution Date plus (A) on or prior to the first possible
Optional
Termination Date, [_____]% or (B) after the first possible Optional
Termination
Date, [_____]% and (ii) the applicable Net Funds Cap.
Class [__] Certificate: Any Certificate designated as a "Class
[__]
Certificate" on the face thereof, in the form of Exhibit A-1
hereto,
representing the right to its Percentage Interest of distributions
provided for
the Class [__] Certificates as set forth herein and evidencing (i)
a REMIC
Regular Interest in REMIC III, (ii) the right to receive the
related Basis Risk
Shortfall and (iii) the obligation to pay any Class IO Distribution
Amount.
Class [__] Pass-Through Rate: With respect to each Distribution
Date, a
per annum rate equal to the lesser of (i) the sum of One-Month
LIBOR for that
Distribution Date plus (A) on or prior to the first possible
Optional
Termination Date, [_____]% or (B) after the first possible Optional
Termination
Date, [_____]% and (ii) the applicable Net Funds Cap.
Class [__] Certificate: Any Certificate designated as a "Class
[__]
Certificate" on the face thereof, in the form of Exhibit A-1
hereto,
representing the right to its Percentage Interest of distributions
provided for
the Class [__] Certificates as set forth herein and evidencing (i)
a REMIC
Regular Interest in REMIC III, (ii) the right to receive the
related Basis Risk
Shortfall and (iii) the obligation to pay any Class IO Distribution
Amount.
Class [__] Pass-Through Rate: With respect to each Distribution
Date, a
per annum rate equal to the lesser of (i) the sum of One-Month
LIBOR for that
Distribution Date plus (A) on or prior to the first possible
Optional
Termination Date, [_____]% or (B) after the first possible Optional
Termination
Date, [_____]% and (ii) the applicable Net Funds Cap.
Class [__] Certificate: Any Certificate designated as a "Class
[__]
Certificate" on the face thereof, in the form of Exhibit A-1
hereto,
representing the right to its Percentage Interest of distributions
provided for
the Class [__] Certificates as set forth herein and evidencing (i)
a REMIC
Regular Interest in REMIC III, (ii) the right to receive the
related Basis Risk
Shortfall and (iii) the obligation to pay any Class IO Distribution
Amount.
Class [__] Pass-Through Rate: With respect to each Distribution
Date, a
per annum rate equal to the lesser of (i) the sum of One-Month
LIBOR for that
Distribution Date plus (A) on or prior to the first possible
Optional
Termination Date, [_____]% or (B) after the first possible Optional
Termination
Date, [_____]% and (ii) the applicable Net Funds Cap.
Class [__] Certificate: Any Certificate designated as a "Class
[__]
Certificate" on the face thereof, in the form of Exhibit A-1
hereto,
representing the right to its Percentage Interest of distributions
provided for
the Class [__] Certificates as set forth herein and evidencing (i)
a REMIC
Regular Interest in REMIC III, (ii) the right to receive the
related Basis Risk
Shortfall and (iii) the obligation to pay any Class IO Distribution
Amount.
Class [__] Pass-Through Rate: With respect to each Distribution
Date, a
per annum rate equal to the lesser of (i) the sum of One-Month
LIBOR for that
Distribution Date plus (A) on or prior to the first possible
Optional
Termination Date, [_____]% or (B) after the first possible Optional
Termination
Date, [_____]% and (ii) the applicable Net Funds Cap.
Class IO Distribution Amount: As defined in Section 5.11 hereof.
For
purposes of clarity, the Class IO Distribution Amount for any
Distribution Date
shall equal the amount payable to the Supplemental Interest Trust
on such
Distribution Date in excess of the amount payable on the Class IO
Interest on
such Distribution Date, all as further provided in Section 5.11
hereof.
Class IO Interest: An uncertificated interest in the Trust Fund
held by
the Trustee, evidencing a REMIC Regular Interest in REMIC III for
purposes of
the REMIC Provisions.
Class [__] Certificate: Any Certificate designated as a "Class
[__]
Certificate" on the face thereof, in the form of Exhibit A-2
hereto,
representing the right to its Percentage Interest of distributions
provided for
the Class [__] Certificates as set forth herein and (i) a REMIC
Regular Interest
in REMIC III, (ii) the right to receive the related Basis Risk
Shortfall and
(iii) the obligation to pay any Class IO Distribution Amount.
Class [__] Pass-Through Rate: With respect to each Distribution
Date, a
per annum rate equal to the lesser of (i) the sum of One-Month
LIBOR for that
Distribution Date plus (A) on or prior to the first possible
Optional
Termination Date, [_____]% or (B) after the first possible Optional
Termination
Date, [_____]% and (ii) the applicable Net Funds Cap.
Class [__] Principal Payment Amount: With respect to any
Distribution
Date on or after the Stepdown Date and as long as a Trigger Event
is not in
effect with respect to such Distribution Date, the amount, if any,
by which (x)
the sum of (i) the Certificate Principal Balances of the Senior
Certificates, in
each case, after giving effect to payments on such Distribution
Date and (ii)
the Certificate Principal Balance of the Class [__] Certificates
immediately
prior to such Distribution Date exceeds (y) the lesser of (A) the
product of (i)
[_____]% and (ii) the Aggregate Loan Balance for such Distribution
Date and (B)
the amount, if any, by which (i) the Aggregate Loan Balance for
such
Distribution Date exceeds (ii) [_____]% of the Aggregate Loan
Balance as of the
Cut-off Date.
Class [__] Certificate: Any Certificate designated as a "Class
[__]
Certificate" on the face thereof, in the form of Exhibit A-2
hereto,
representing the right to its Percentage Interest of distributions
provided for
the Class [__] Certificates as set forth herein and evidencing (i)
a REMIC
Regular Interest in REMIC III, (ii) the right to receive the
related Basis Risk
Shortfall and (iii) the obligation to pay any Class IO Distribution
Amount.
Class [__] Pass-Through Rate: With respect to each Distribution
Date, a
per annum rate equal to the lesser of (i) the sum of One-Month
LIBOR for that
Distribution Date plus (A) on or prior to the first possible
Optional
Termination Date, [_____]% or (B) after the first possible Optional
Termination
Date, [_____]% and (ii) the applicable Net Funds Cap.
Class [__] Principal Payment Amount: With respect to any
Distribution
Date on or after the Stepdown Date and as long as a Trigger Event
is not in
effect with respect to such Distribution Date, the amount, if any,
by which (x)
the sum of (i) the Certificate Principal Balances of the Senior
Certificates and
the Class [__] Certificates, in each case, after giving effect to
payments on
such Distribution Date and (ii) the Certificate Principal Balance
of the Class
[__] Certificates immediately prior to such Distribution Date
exceeds (y) the
lesser of (A) the product of (i) [_____]% and (ii) the Aggregate
Loan Balance
for such Distribution Date and (B) the amount, if any, by which (i)
the
Aggregate Loan Balance for such Distribution Date exceeds (ii)
[_____]% of the
Aggregate Loan Balance as of the Cut-off Date.
Class [__] Certificate: Any Certificate designated as a "Class
[__]
Certificate" on the face thereof, in the form of Exhibit A-2
hereto,
representing the right to its Percentage Interest of distributions
provided for
the Class [__] Certificates as set forth herein and evidencing (i)
a REMIC
Regular Interest in REMIC III, (ii) the right to receive the
related Basis Risk
Shortfall and (iii) the obligation to pay any Class IO Distribution
Amount.
Class [__] Pass-Through Rate: With respect to each Distribution
Date, a
per annum rate equal to the lesser of (i) the sum of One-Month
LIBOR for that
Distribution Date plus (A) on or prior to the first possible
Optional
Termination Date, [_____]% or (B) after the first possible Optional
Termination
Date, [_____]% and (ii) the applicable Net Funds Cap.
Class [__] Principal Payment Amount: With respect to any
Distribution
Date on or after the Stepdown Date and as long as a Trigger Event
is not in
effect with respect to such Distribution Date, the amount, if any,
by which (x)
the sum of (i) the Certificate Principal Balances of the Senior,
Class [__]
Certificates and Class [__] Certificates, in each case, after
giving effect to
payments on such Distribution Date and (ii) the Certificate
Principal Balance of
the Class [__] Certificates immediately prior to such Distribution
Date exceeds
(y) the lesser of (A) the product of (i) [_____]% and (ii) the
Aggregate Loan
Balance for such Distribution Date and (B) the amount, if any, by
which (i) the
Aggregate Loan Balance for such Distribution Date exceeds (ii)
[_____]% of the
Aggregate Loan Balance as of the Cut-off Date.
Class [__] Certificate: Any Certificate designated as a "Class
[__]
Certificate" on the face thereof, in the form of Exhibit A-2
hereto,
representing the right to its Percentage Interest of distributions
provided for
the Class [__] Certificates as set forth herein and evidencing (i)
a REMIC
Regular Interest in REMIC III, (ii) the right to receive the
related Basis Risk
Shortfall and (iii) the obligation to pay any Class IO Distribution
Amount.
Class [__] Pass-Through Rate: With respect to each Distribution
Date, a
per annum rate equal to the lesser of (i) the sum of One-Month
LIBOR for that
Distribution Date plus (A) on or prior to the first possible
Optional
Termination Date, [_____]% or (B) after the first possible Optional
Termination
Date, [_____]% and (ii) the applicable Net Funds Cap.
Class [__] Principal Payment Amount: With respect to any
Distribution
Date on or after the Stepdown Date and as long as a Trigger Event
is not in
effect with respect to such Distribution Date, the amount, if any,
by which (x)
the sum of (i) the Certificate Principal Balances of the Senior,
Class [__],
Class [__] and Class [__] Certificates, in each case, after giving
effect to
payments on such Distribution Date and (ii) the Certificate
Principal Balance of
the Class [__] Certificates immediately prior to such Distribution
Date exceeds
(y) the lesser of (A) the product of (i) [_____]% and (ii) the
Aggregate Loan
Balance for such Distribution Date and (B) the amount, if any, by
which (i) the
Aggregate Loan Balance for such Distribution Date exceeds (ii)
[_____]% of the
Aggregate Loan Balance as of the Cut-off Date.
Class [__] Certificate: Any Certificate designated as a "Class
[__]
Certificate" on the face thereof, in the form of Exhibit A-2
hereto,
representing the right to its Percentage Interest of distributions
provided for
the Class [__] Certificates as set forth herein and evidencing (i)
a REMIC
Regular Interest in REMIC III, (ii) the right to receive the
related Basis Risk
Shortfall and (iii) the obligation to pay any Class IO Distribution
Amount.
Class [__] Pass-Through Rate: With respect to each Distribution
Date, a
per annum rate equal to the lesser of (i) the sum of One-Month
LIBOR for that
Distribution Date plus (A) on or prior to the first possible
Optional
Termination Date, [_____]% or (B) after the first possible Optional
Termination
Date, [_____]% and (ii) the applicable Net Funds Cap.
Class [__] Principal Payment Amount: With respect to any
Distribution
Date on or after the Stepdown Date and as long as a Trigger Event
is not in
effect with respect to such Distribution Date, the amount, if any,
by which (x)
the sum of (i) the Certificate Principal Balances of the Senior,
Class [__],
Class [__], Class [__] and Class [__] Certificates, in each case,
after giving
effect to payments on such Distribution Date and (ii) the
Certificate Principal
Balance of the Class [__] Certificates immediately prior to such
Distribution
Date exceeds (y) the lesser of (A) the product of (i) [_____]% and
(ii) the
Aggregate Loan Balance for such Distribution Date and (B) the
amount, if any, by
which (i) the Aggregate Loan Balance for such Distribution Date
exceeds (ii)
[_____]% of the Aggregate Loan Balance as of the Cut-off Date.
Class [__] Certificate: Any Certificate designated as a "Class
[__]
Certificate" on the face thereof, in the form of Exhibit A-2
hereto,
representing the right to its Percentage Interest of distributions
provided for
the Class [__] Certificates as set forth herein and evidencing (i)
a REMIC
Regular Interest in REMIC III, (ii) the right to receive the
related Basis Risk
Shortfall and (iii) the obligation to pay any Class IO Distribution
Amount.
Class [__] Pass-Through Rate: With respect to each Distribution
Date, a
per annum rate equal to the lesser of (i) the sum of One-Month
LIBOR for that
Distribution Date plus (A) on or prior to the first possible
Optional
Termination Date, [_____]% or (B) after the first possible Optional
Termination
Date, [_____]% and (ii) the applicable Net Funds Cap.
Class [__] Principal Payment Amount: With respect to any
Distribution
Date on or after the Stepdown Date and as long as a Trigger Event
is not in
effect with respect to such Distribution Date, the amount, if any,
by which (x)
the sum of (i) the Certificate Principal Balances of the Senior,
Class [__],
Class [__], Class [__], Class [__] and Class [__] Certificates, in
each case,
after giving effect to payments on such Distribution Date and (ii)
the
Certificate Principal Balance of the Class [__] Certificates
immediately prior
to such Distribution Date exceeds (y) the lesser of (A) the product
of (i)
[_____]% and (ii) the Aggregate Loan Balance for such Distribution
Date and (B)
the amount, if any, by which (i) the Aggregate Loan Balance for
such
Distribution Date exceeds (ii) [_____]% of the Aggregate Loan
Balance as of the
Cut-off Date.
Class [__] Certificate: Any Certificate designated as a "Class
[__]
Certificate" on the face thereof, in the form of Exhibit A-2
hereto,
representing the right to its Percentage Interest of distributions
provided for
the Class [__] Certificates as set forth herein and evidencing (i)
a REMIC
Regular Interest in REMIC III, (ii) the right to receive the
related Basis Risk
Shortfall and (iii) the obligation to pay any Class IO Distribution
Amount.
Class [__] Pass-Through Rate: With respect to each Distribution
Date, a
per annum rate equal to the lesser of (i) the sum of One-Month
LIBOR for that
Distribution Date plus (A) on or prior to the first possible
Optional
Termination Date, [_____]% or (B) after the first possible Optional
Termination
Date, [_____]% and (ii) the applicable Net Funds Cap.
Class [__] Principal Payment Amount: With respect to any
Distribution
Date on or after the Stepdown Date and as long as a Trigger Event
is not in
effect with respect to such Distribution Date, the amount, if any,
by which (x)
the sum of (i) the Certificate Principal Balances of the Senior,
Class [__],
Class [__], Class [__], Class [__], Class [__] and Class [__]
Certificates, in
each case, after giving effect to payments on such Distribution
Date and (ii)
the Certificate Principal Balance of the Class [__] Certificates
immediately
prior to such Distribution Date exceeds (y) the lesser of (A) the
product of (i)
[_____]% and (ii) the Aggregate Loan Balance for such Distribution
Date and (B)
the amount, if any, by which (i) the Aggregate Loan Balance for
such
Distribution Date exceeds (ii) [_____]% of the Aggregate Loan
Balance as of the
Cut-off Date.
Class [__] Certificate: Any Certificate designated as a "Class
[__]
Certificate" on the face thereof, in the form of Exhibit A-2
hereto,
representing the right to its Percentage Interest of distributions
provided for
the Class [__] Certificates as set forth herein and evidencing (i)
a REMIC
Regular Interest in REMIC III, (ii) the right to receive the
related Basis Risk
Shortfall and (iii) the obligation to pay any Class IO Distribution
Amount.
Class [__] Pass-Through Rate: With respect to each Distribution
Date, a
per annum rate equal to the lesser of (i) the sum of One-Month
LIBOR for that
Distribution Date plus (A) on or prior to the first possible
Optional
Termination Date, [_____]% or (B) after the first possible Optional
Termination
Date, [_____]% and (ii) the applicable Net Funds Cap.
Class [__] Principal Payment Amount: With respect to any
Distribution
Date on or after the Stepdown Date and as long as a Trigger Event
is not in
effect with respect to such Distribution Date, the amount, if any,
by which (x)
the sum of (i) the Certificate Principal Balances of the Senior,
Class [__],
Class [__], Class [__], Class [__], Class [__], Class [__] and
Class [__]
Certificates, in each case, after giving effect to payments on such
Distribution
Date and (ii) the Certificate Principal Balance of the Class [__]
Certificates
immediately prior to such Distribution Date exceeds (y) the lesser
of (A) the
product of (i) [_____]% and (ii) the Aggregate Loan Balance for
such
Distribution Date and (B) the amount, if any, by which (i) the
Aggregate Loan
Balance for such Distribution Date exceeds (ii) [_____]% of the
Aggregate Loan
Balance as of the Cut-off Date.
Class [__] Certificate: Any Certificate designated as a "Class
[__]
Certificate" on the face thereof, in the form of Exhibit A-2
hereto,
representing the right to its Percentage Interest of distributions
provided for
the Class [__] Certificates as set forth herein and evidencing (i)
a REMIC
Regular Interest in REMIC III, (ii) the right to receive the
related Basis Risk
Shortfall and (iii) the obligation to pay any Class IO Distribution
Amount.
Class [__] Pass-Through Rate: With respect to each Distribution
Date, a
per annum rate equal to the lesser of (i) the sum of One-Month
LIBOR for that
Distribution Date plus (A) on or prior to the first possible
Optional
Termination Date, [_____]% or (B) after the first possible Optional
Termination
Date, [_____]% and (ii) the applicable Net Funds Cap.
Class [__] Principal Payment Amount: With respect to any
Distribution
Date on or after the Stepdown Date and as long as a Trigger Event
is not in
effect with respect to such Distribution Date, the amount, if any,
by which (x)
the sum of (i) the Certificate Principal Balances of the Senior,
Class [__],
Class [__], Class [__], Class [__], Class [__], Class [__], Class
[__] and Class
[__] Certificates, in each case, after giving effect to payments on
such
Distribution Date and (ii) the Certificate Principal Balance of the
Class [__]
Certificates immediately prior to such Distribution Date exceeds
(y) the lesser
of (A) the product of (i) [_____]% and (ii) the Aggregate Loan
Balance for such
Distribution Date and (B) the amount, if any, by which (i) the
Aggregate Loan
Balance for such Distribution Date exceeds (ii) [_____]% of the
Aggregate Loan
Balance as of the Cut-off Date.
Class P Certificate: Any Certificate designated as a "Class P
Certificate" on the face thereof, in the form of Exhibit A-5
hereto,
representing the right to its Percentage Interest of distributions
provided for
the Class P Certificates as set forth herein and evidencing (i) a
REMIC Regular
Interest in REMIC III, (ii) the right to receive the related Basis
Risk
Shortfall and (iii) the obligation to pay any Class IO Distribution
Amount.
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 as a "Class R"
Certificate on the face thereof in the form of Exhibit A-6 hereto,
representing
the right to its Percentage Interest of distributions provided for
the Class R
Certificates as set forth herein and evidencing the Class R-I
Interest, Class
R-II Interest and Class R-III Interest.
Class R-I Interest: The uncertificated residual interest in REMIC
I.
Class R-II Interest: The uncertificated residual interest in REMIC
II.
Class R-III 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 A-4
hereto,
representing the right to its Percentage Interest of distributions
provided for
the Class X Certificates as set forth herein and evidencing (i) a
REMIC Regular
Interest in REMIC III, (ii) the right to receive the related Basis
Risk
Shortfall and (iii) the obligation to pay any Class IO Distribution
Amount.
Class X Distribution Amount: With respect to any Distribution Date
and
the Class X Certificates, the sum of (i) the Current Interest and
Carryforward
Interest and (ii) any Overcollateralization Release Amount for such
Distribution
Date remaining after payments pursuant to items 1 through 28 of
Section
5.04(iii); provided, however that on and after the Distribution
Date on which
the Certificate Principal Balances of the Publicly Offered
Certificates and the
Class B Certificates have 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 (R)
below, and the
denominator of which is the aggregate of the Uncertificated
Principal Balances
of REMIC II Regular Interest LT-AA, REMIC II Regular Interest
LT-[___], REMIC II
Regular Interest LT-[___], REMIC II Regular Interest LT-[___],
REMIC II Regular
Interest LT-[___], REMIC II Regular Interest LT-[___], REMIC II
Regular Interest
LT-[___], REMIC II Regular Interest LT-[___], REMIC II Regular
Interest
LT-[___], REMIC II Regular Interest LT-[___], REMIC II Regular
Interest
LT-[___], REMIC II Regular Interest LT-[___], REMIC II Regular
Interest
LT-[___], REMIC II Regular Interest LT-[___], REMIC II Regular
Interest
LT-[___], REMIC II Regular Interest LT-[___], REMIC II Regular
Interest LT-[___]
and REMIC II Regular Interest LT-ZZ. 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 LT-AA minus the Marker Rate, applied to an
amount equal to the Uncertificated Principal Balance of REMIC
II Regular Interest LT-AA;
(B)
the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular Interest LT-[___] minus the Marker Rate, applied to an
amount equal to the Uncertificated Principal Balance of REMIC
II Regular Interest LT-[___];
(C)
the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular Interest LT-[___], minus the Marker Rate, applied to
an amount equal to the Uncertificated Principal Balance of
REMIC II Regular Interest LT-[___];
(D)
the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular Interest LT-[___], minus the Marker Rate, applied to
an amount equal to the Uncertificated Principal Balance of
REMIC II Regular Interest LT-[___];
(E)
the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular Interest LT-[___], minus the Marker Rate, applied to
an amount equal to the Uncertificated Principal Balance of
REMIC II Regular Interest LT-[___];
(F)
the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular Interest LT-[___], minus the Marker Rate, applied to
an amount equal to the Uncertificated Principal Balance of
REMIC II Regular Interest LT-[___];
(G)
the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular
Interest LT-[___] minus the Marker Rate, applied to an
amount equal to the Uncertificated Principal Balance of REMIC
II Regular Interest LT-[___];
(H)
the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular Interest LT-[___] minus the Marker Rate, applied to an
amount equal to the Uncertificated Principal Balance of REMIC
II Regular Interest LT-[___];
(I)
the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular Interest LT-[___] minus the Marker Rate, applied to an
amount equal to the Uncertificated Principal Balance of REMIC
II Regular Interest LT-[___];
(J)
the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular Interest LT-[___] minus the Marker Rate, applied to an
amount equal to the Uncertificated Principal Balance of REMIC
II Regular
Interest LT-[___];
(K)
the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular Interest LT-[___] minus the Marker Rate, applied to an
amount equal to the Uncertificated Principal Balance of REMIC
II Regular Interest LT-[___]; and
(L)
the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular Interest LT-[___] minus the Marker Rate, applied to an
amount equal to the Uncertificated Principal Balance of REMIC
II Regular Interest LT-[___];
(M)
the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular Interest LT-[___] minus the Marker Rate, applied to an
amount equal to the Uncertificated Principal Balance of REMIC
II Regular Interest LT-[___];
(N)
the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular Interest LT-[___] minus the Marker Rate, applied to an
amount equal to the Uncertificated Principal Balance of REMIC
II Regular Interest LT-[___];
(O)
the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular Interest
LT-[___] minus the Marker Rate, applied to an
amount equal to the Uncertificated Principal Balance of REMIC
II Regular Interest LT-[___];
(P)
the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular Interest LT-[___] minus the Marker Rate, applied to an
amount equal to the Uncertificated Principal Balance of REMIC
II Regular Interest LT-[___];
(Q)
the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular Interest LT-[___] minus the Marker Rate, applied to an
amount equal to the Uncertificated Principal Balance of REMIC
II Regular Interest LT-[___]; and
(R)
the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular Interest LT-ZZ minus the Marker Rate, applied to an
amount equal to the Uncertificated Principal Balance of REMIC
II Regular Interest LT-ZZ.
Cleanup Call: As
defined in Section 10.01.
Closing Date:
[___________].
Code: The Internal Revenue Code of 1986, including any successor
or
amendatory provisions.
Combined Loan-to-Value Ratio: With respect to any Mortgage Loan as
of
any Determination Date, the ratio on such Determination Date of the
Stated
Principal Balance of the Mortgage Loan and any other mortgage loan
which is
secured by a lien on the related Mortgaged Property to the
Appraised Value of
the Mortgaged Property.
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 the applicable Servicing Fee payable to the Servicer on
such
Distribution Date 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 which office at the date of the execution of this
instrument is located
at [_______________________] 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. 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 for overnight deliveries, at
[_______________________], Attention: [___________________]).
Corresponding Certificate: With respect to:
<TABLE>
<CAPTION>
<S>
<C>
(i)
REMIC II Regular Interest LT-[__], the Class [__] Certificates;
(ii)
REMIC II Regular Interest LT-[__], the Class [__] Certificates;
(iii)
REMIC II Regular Interest LT-[__], the Class [__] Certificates;
(iv)
REMIC II Regular Interest LT-[__], the Class [__] Certificates;
(v)
REMIC II Regular Interest LT-[__], the Class [__] Certificates;
(vi)
REMIC II Regular Interest LT-[__], the Class [__] Certificates;
(vii)
REMIC II Regular Interest LT-[__], the Class [__] Certificates;
(viii)
REMIC II Regular Interest LT-[__], the Class [__] Certificates;
(ix)
REMIC II Regular Interest LT-[__], the Class [__] Certificates;
(x)
REMIC II Regular Interest LT-[__], the Class [__] Certificates;
(xi)
REMIC II Regular Interest LT-[__], the Class [__] Certificates;
(xii)
REMIC II Regular Interest LT-[__], the Class [__] Certificates;
(xiii)
REMIC II Regular Interest LT-[__], the Class [__] Certificates;
(xiv)
REMIC II Regular Interest LT-[__], the Class [__] Certificates;
(xv)
REMIC II Regular Interest LT-[__], the Class [__] Certificates;
(xvi)
REMIC II Regular Interest LT-[__], the Class [__] Certificates;
(xvii)
REMIC II Regular Interest LT-P, the Class P Certificates.
</TABLE>
Credit Risk Management Agreement: Each of the agreements 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.
Current Interest: With respect to any Class of Publicly Offered
Certificates and Class B Certificates and any Distribution Date,
the amount of
interest accruing at the applicable Pass-Through Rate on the
related Certificate
Principal Balance during the related Accrual Period; provided, that
as to each
Class of Publicly Offered Certificates and Class B Certificates,
the Current
Interest will be reduced by a pro rata portion of any Net Interest
Shortfalls to
the extent not covered by excess interest. No Current Interest will
be payable
with respect to any Class of Publicly Offered Certificates or Class
B
certificate after the Distribution Date on which the outstanding
Certificate
Principal Balance of such Certificate has been reduced to zero.
Custodial Account: Each account established and maintained by
the
Servicer with respect to receipts on the applicable Mortgage Loans
and related
REO Properties in accordance with Section 3.26(b).
Custodial Agreement: The Custodial Agreement dated as of
[___________]
among [___________], in its capacity as Custodian, the Servicer and
the Trustee.
Custodian:
[________________].
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.
DBRS: Dominion Bond Rating Services.
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.
Defaulting Party: As
defined in the Swap Agreement.
Deferred Amount: With respect to any Class of Subordinate
Certificates
and any Distribution Date, the amount by which (x) the aggregate of
the Applied
Loss Amounts previously applied in reduction of the Certificate
Principal
Balance thereof exceeds (y) the aggregate of amounts previously
paid in
reimbursement thereof and the amount by which the Certificate
Principal Balance
of any such Class has been increased due to the collection of
Subsequent
Recoveries.
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.
Delinquency Rate: With respect to the Mortgage Loans and any
calendar
month will be, generally, the fraction, expressed as a percentage,
the numerator
of which is the Aggregate Loan Balance of all Mortgage Loans sixty
(60) or more
days delinquent (including all Mortgage Loans in bankruptcy or
foreclosure and
all REO Properties) as of the close of business on the last day of
such month,
and the denominator of which is the Aggregate Loan Balance of all
Mortgage Loans
as of the close of the last day of the related Due Period.
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 Home Equity Loan, Inc., 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
in the name
of the Trustee for the benefit of the Certificateholders and
designated
"[___________________], in trust for registered holders of Nomura
Home Equity
Loan, Inc., Asset-Backed 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 twenty-fifth (25th) day of each calendar
month
after the initial issuance of the Certificates, or if such
twenty-fifth (25th)
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: With respect to 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.
Escrow Account: Shall mean the account or accounts maintained by
the
Servicer pursuant to Section 3.29. Each Escrow Account shall be an
Eligible
Account.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA Restricted Certificate: Each of the Class X, Class P and
Residual
Certificates.
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.
Expense Fee Rate: The sum of the Credit Risk Management Fee Rate
and
Servicing Fee Rate attributable to the Mortgage Loans.
Extra Principal Distribution Amount: With respect to any
Distribution
Date, is the lesser of (x) the Overcollateralization Deficiency
Amount for such
Distribution Date and (y) the sum of (i) the Monthly Excess
Cashflow for such
Distribution Date and (ii) amounts available from the Supplemental
Interest
Trust to pay principal as provided in Section 5.04(b)(ii).
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 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.
Fitch: Fitch Ratings.
Freddie Mac: Federal Home Loan Mortgage Corporation, or any
successor
thereto.
Gross Margin: With respect to each adjustable rate Mortgage Loan,
the
fixed percentage set forth in the related Mortgage Note that is
added to the
Index on each Adjustment Date in accordance with the terms of the
related
Mortgage Note used to determine the Mortgage Rate for such Mortgage
Loan.
Group I Certificates: The Class [__] Certificates.
Group I Allocation Amount: With respect to any Distribution Date,
the
product of the Senior Principal Payment Amount for that
Distribution Date and a
fraction the numerator of which is the Principal Remittance Amount
derived from
the Group I Mortgage Loans and the denominator of which is the
Principal
Remittance Amount (without regard to any payments made pursuant to
the Swap
Agreement with respect to Realized Losses), in each case for that
Distribution
Date.
Group I Allocation Percentage: With respect to any Distribution
Date,
the Aggregate Loan Group Balance of the Group I Mortgage Loans
divided by the
Aggregate Loan Balance.
Group I Excess Interest Amount: With respect to any Distribution
Date,
the product of the Monthly Excess Interest required to be
distributed on that
Distribution Date pursuant to Section 5.04(iii)(1)(A) and a
fraction the
numerator of which is the Principal Remittance Amount (without
regard to any
payments made pursuant to the Swap Agreement with respect to
Realized Losses)
derived from the Group I Mortgage Loans and the denominator of
which is the
Principal Remittance Amount, in each case for that Distribution
Date.
Group I Mortgage Loans: Those Mortgage Loans identified on the
Mortgage
Loan Schedule as Group I Mortgage Loans.
Group II Certificates: The Class [__], Class [__] and Class
[__]
Certificates.
Group II Allocation Amount: With respect to any Distribution Date,
the
product of the Senior Principal Payment Amount for that
Distribution Date and a
fraction the numerator of which is the Principal Remittance Amount
derived from
the Group II Mortgage Loans and the denominator of which is the
Principal
Remittance Amount (without regard to any payments made pursuant to
the Swap
Agreement with respect to Realized Losses), in each case for that
Distribution
Date.
Group II Allocation Percentage: With respect to any Distribution
Date,
the Aggregate Loan Group Balance of the Group II Mortgage Loans
divided by the
Aggregate Loan Balance.
Group II Excess Interest Amount: With respect to any Distribution
Date,
the product of the Monthly Excess Interest required to be
distributed on that
Distribution Date pursuant to Section 5.04(iii)(1)(A) and a
fraction the
numerator of which is the Principal Remittance Amount derived from
the Group II
Mortgage Loans and the denominator of which is the Principal
Remittance Amount
(without regard to any payments made pursuant to the Swap Agreement
with respect
to Realized Losses), in each case for that Distribution Date.
Group II Mortgage Loans: Those Mortgage Loans identified on the
Mortgage Loan Schedule as Group II Mortgage Loans.
Indemnified Persons: The Trustee, the Servicer (including any
successor
to the Servicer), 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.
Index: As of any Adjustment Date, the index applicable to the
determination of the Mortgage Rate on each adjustable rate Mortgage
Loan which
will generally be based on Six-Month LIBOR.
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 of the related Mortgage Loan 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 hereof, 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 Determination Date: Shall mean the second LIBOR Business
Day
preceding the commencement of each Accrual Period.
Interest Remittance Amount: With respect to any Distribution Date
and
each Loan Group, that portion of the Available Distribution Amount
for such
Distribution Date generally equal to (i) the sum, without
duplication, of (a)
all scheduled interest received during the related Due Period with
respect to
the related 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
related Mortgage
Loans made on or prior to the related Remittance Date, (c) all
Compensating
Interest with respect to the related 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 related 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 related 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,
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 the Custodial Agreement,
allocated to
the respective Loan Group on a pro rata basis, based on the
Aggregate Loan Group
Balance as of the last day of the related Due Period, to the extent
such amounts
are attributable to both Loan Groups, and otherwise allocated to
the Loan Group
to which such amounts are attributable.
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.
ISDA Master Agreement: The ISDA Master Agreement dated as of
[___________], as amended and supplemented from time to time,
between the Swap
Provider and the Trustee, as trustee on behalf of the Supplemental
Interest
Trust.
Last Scheduled Distribution Date: With respect to the Certificates,
the
Distribution Date in [___________].
Latest Possible Maturity Date: The second 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 each REMIC 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.
LIBOR Determination Date: The second LIBOR Business Day before
the
first day of the related Accrual Period.
Liquidated Loan: With respect to any Distribution Date, a
defaulted
Mortgage Loan that has been liquidated through deed-in-lieu of
foreclosure,
foreclosure sale, trustee's sale or other realization as provided
by applicable
law governing the real property subject to the related Mortgage and
any security
agreements and as to which the Servicer of such Mortgage Loan 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 and Servicing Advances and
all expenses of
liquidation, including property protection expenses and foreclosure
and sale
costs, including court and reasonable attorneys fees.
Loan Group: Either Loan Group I or Loan Group II. "Loan Group I"
refers
to the Group I Mortgage Loans and "Loan Group II" refers to the
Group II
Mortgage Loans.
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 Publicly Offered Certificates and
the
Class B 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 LT-[___], REMIC II Regular Interest
LT-[___],
REMIC II Regular Interest LT-[___], REMIC II Regular Interest
LT-[___], REMIC II
Regular Interest LT-[___], REMIC II Regular Interest LT-[___],
REMIC II Regular
Interest LT-[___], REMIC II Regular Interest LT-[___], REMIC II
Regular Interest
LT-[___], REMIC II Regular Interest LT-[___], REMIC II Regular
Interest
LT-[___], REMIC II Regular Interest LT-[___], REMIC II Regular
Interest
LT-[___], REMIC II Regular Interest LT-[___], REMIC II Regular
Interest
LT-[___], REMIC II Regular Interest LT-[___] and REMIC II Regular
Interest
LT-ZZ, with the per annum rate on each such REMIC II Regular
Interest (other
than REMIC II Regular Interest LT-ZZ) subject to a cap equal to the
Pass-Through
Rate on the Corresponding Certificate for the purpose of this
calculation; and
with the per annum rate on REMIC II Regular Interest LT-ZZ subject
to a cap of
zero 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 each such REMIC II Regular Interest
(other than
REMIC II Regular Interest LT-ZZ) 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 thirty (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 Servicing Compensation: As defined in Section 4.12.
Master Servicer Default: One or more of the events described in
Section
8.01(b).
Maximum Interest Rate: With respect to any Distribution Date and
the
related Accrual Period and the Senior Certificates, an annual rate
equal to the
weighted average of the Maximum Mortgage Interest Rates of the
Mortgage Loans in
the related Loan Group as stated on the Mortgage Loan Schedule
minus the
weighted average Expense Fee Rate of the Mortgage Loans in the
related Loan
Group. With respect to any Distribution Date and the related
Accrual Period and
the Subordinate Certificates, an annual rate equal to the weighted
average of
the Maximum Mortgage Interest Rates of the Mortgage Loans as stated
on the
Mortgage Loan Schedule minus the weighted average Expense Fee Rate
of the
Mortgage Loans. The calculation of the Maximum Interest Rate will
be based on a
360-day year and the actual number of days elapsed during the
related Accrual
Period.
Maximum Mortgage Interest Rate: With respect to each adjustable
rate
Mortgage Loan, the percentage set forth in the related Mortgage
Note as the
maximum interest rate.
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: The Class [__], Class [__], Class, [__],
Class
[__], Class [__], Class [__], Class [__], Class [__] and Class
[__]
Certificates.
MIN: The Mortgage Identification Number for Mortgage Loans
registered
with MERS on the MERS(R) System.
Minimum Mortgage Interest Rate: With respect to each adjustable
rate
Mortgage Loan, the percentage set forth in the related Mortgage
Note as the
minimum Mortgage Rate thereunder.
Minimum Servicing Requirements: With respect to a successor
Servicer
appointed pursuant to Section 7.06(b) hereunder:
(ii)
the proposed Successor Servicer is (1) an affiliate of the
Master
Servicer
that services mortgage loans similar to the Mortgage Loans in
the jurisdictions in which the related Mortgaged Properties are
located
or (2) the proposed Successor Servicer has a rating of at least
"Above
Average" by S&P and either a rating of at least "RPS2" by Fitch
or a
rating of at least "SQ2" by Moody's; and
(iii) the
proposed Successor Servicer has a net worth of at least
$25,000,000.
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 Excess Cashflow: With respect to any Distribution Date,
means
the sum of (a) the Monthly Excess Interest, (b) the
Overcollateralization
Release Amount, if any, for such Distribution Date, and (c) the
Principal
Remittance Amount remaining following payments of the Principal
Payment Amount
to the Senior Certificates and Subordinate Certificates.
Monthly Excess Interest: With respect to any Distribution Date,
the
excess of (x) the Interest Remittance Amount for such Distribution
Date over (y)
the sum of Current Interest and Carryforward Interest on the Senior
Certificates
and Subordinate Certificates for such Distribution Date.
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 or second lien on, or first or second priority security
interest in, a
Mortgaged 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: Each 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.
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 of the related Mortgage Loans 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,
setting forth the following information with respect to each
Mortgage Loan:
(i) the
Mortgage Loan identifying number;
(ii)
a code indicating to which Loan Group a Mortgage Loan has been
assigned;
(iii) a
code indicating whether the Mortgaged Property is
owner-occupied;
(iv)
the type of Residential Dwelling constituting the Mortgaged
Property;
(v) the
original months to maturity;
(vi)
the original date of the Mortgage Loan and the remaining months
to
maturity from the Cut-off Date, based on the original
amortization
schedule;
(vii) the
Loan-to-Value Ratio or Combined Loan-to-Value Ratio, as
applicable,
at origination;
(viii) the
Mortgage Rate in effect immediately following the Cut-off Date;
(ix)
the date on which the first Monthly Payment was due on the
Mortgage
Loan;
(x) the stated
maturity date;
(xi)
the amount of the Monthly Payment at origination;
(xii)
the amount of the
Monthly Payment as of the Cut-off Date;
(xiii) the last
Due Date on which a Monthly Payment was actually applied to
the unpaid Stated Principal Balance;
(xiv) the
original principal amount of the Mortgage Loan;
(xv)
the Stated Principal Balance of the Mortgage Loan as of the close
of
business on the Cut-off Date;
(xvi) with
respect to each adjustable rate Mortgage Loan, the first
Adjustment Date;
(xvii) with
respect to each adjustable rate Mortgage Loan, the Gross
Margin;
(xviii) a code
indicating the purpose of the loan (i.e., purchase financing,
rate/term refinancing, cash-out refinancing);
(xix) with
respect to each adjustable rate Mortgage Loan, the Maximum
Mortgage Rate under the terms of the Mortgage Note;
(xx)
with respect to each adjustable rate Mortgage Loan, the Minimum
Mortgage Rate under the terms of the Mortgage Note;
(xxi) the
Mortgage Rate at origination;
(xxii) with
respect to each adjustable rate Mortgage Loan, the Periodic
Rate
Cap;
(xxiii) with respect
to each adjustable rate Mortgage Loan, the first
Adjustment Date immediately following the Cut-off Date;
(xxiv) with
respect to each adjustable rate Mortgage Loan, the Index;
(xxv) the
date on which the first Monthly Payment was due on the Mortgage
Loan and, if such date is not consistent with the Due Date
currently in
effect, such Due Date;
(xxvi) a code
indicating whether the Mortgage Loan is an Adjustable Rate
Mortgage Loan or a fixed rate Mortgage Loan;
(xxvii) a code
indicating the documentation style (i.e., full, stated or
limited);
(xxviii) a code indicating if the Mortgage Loan is subject to a
primary
insurance policy or lender paid mortgage insurance policy and the
name
of the insurer;
(xxix) the
Appraised Value of the Mortgaged Property;
(xxx) the
sale price of the Mortgaged Property, if applicable;
(xxxi) 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;
(xxxii) the product
type (e.g., 2/28, 15 year fixed, 30 year fixed, 15/30
balloon, etc.);
(xxxiii) the Mortgagor's debt to income ratio;
(xxxiv) the FICO score
at origination; and
(xxxv) the
Servicer.
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: With respect to each Mortgage Loan, the annual rate
at
which interest accrues on such Mortgage Loan from time to time in
accordance
with the provisions of the related Mortgage Note, which rate with
respect to
each adjustable rate Mortgage Loan (A) as of any date of
determination until the
first Adjustment Date following the Cut-off Date shall be the rate
set forth in
the Mortgage Loan Schedule as the Mortgage Rate in effect
immediately following
the Cut-off Date and (B) as of any date of determination thereafter
shall be the
rate as adjusted on the most recent Adjustment Date equal to the
sum, rounded to
the nearest 0.125% as provided in the Mortgage Note, of the Index,
as most
recently available as of a date prior to the Adjustment Date as set
forth in the
related Mortgage Note, plus the related Gross Margin; provided that
the Mortgage
Rate on such adjustable rate Mortgage Loan on any Adjustment Date
shall never be
more than the lesser of (i) the sum of the Mortgage Rate in effect
immediately
prior to the Adjustment Date plus the related Periodic Rate Cap, if
any, and
(ii) the related Maximum Mortgage Rate, and shall never be less
than the greater
of (i) the Mortgage Rate in effect immediately prior to the
Adjustment Date less
the Periodic Rate Cap, if any, and (ii) the related Minimum
Mortgage Rate. With
respect to each Mortgage Loan that becomes an REO Property, as of
any date of
determination, the annual rate determined in accordance with the
immediately
preceding sentence as of the date such Mortgage Loan became an REO
Property.
Mortgaged Property: The underlying property securing a Mortgage
Loan.
Mortgagor: The obligor on a Mortgage Note.
Net Funds Cap: With respect to any Distribution Date for the Group
I
Certificates, a per annum rate (adjusted to an effective rate
reflecting the
accrual of interest on an actual/360 basis) equal to the product of
(I)(a) a
fraction, expressed as a percentage, the numerator of which is the
related
Optimal Interest Remittance Amount for such Distribution Date and
the
denominator of which is the Aggregate Loan Group Balance of the
Group I Mortgage
Loans for the immediately preceding Distribution Date, minus (b)
the sum of (1)
the Group I Allocation Percentage of the Net Swap Trust Payment
payable to the
Swap Provider on such Distribution Date, divided by the Stated
Principal Balance
of the Group I Mortgage Loans for the immediately preceding
Distribution Date,
(2) the Group I Allocation Percentage of any Net Swap Trust Payment
for such
Distribution Date, divided by the outstanding Stated Principal
Balance of the
Group I Mortgage Loans for the immediately preceding Distribution
Date and (3)
the Group I Allocation Percentage of any Swap Termination Payment
not due to a
Swap Provider Trigger Event payable to the Swap Provider on such
Distribution
Date, divided by the Stated Principal Balance of the Group I
Mortgage Loans for
the immediately preceding Distribution Date and (II) 12. With
respect to any
Distribution Date and the REMIC III Regular Interests the ownership
of which is
represented by the Group I Certificates, a per annum rate equal to
the weighted
average (adjusted for the actual number of days elapsed in the
related Accrual
Period) of the Uncertificated REMIC II Pass-Through Rate on REMIC
II Regular
Interest LT-1GRP, weighted on the basis of the Uncertificated
Principal Balance
of such REMIC II Regular Interest immediately prior to such
Distribution Date.
With respect to any Distribution Date for the Group II
Certificates, a
per annum rate (adjusted to an effective rate reflecting the
accrual of interest
on an actual/360 basis) equal to the product of (I)(a) a fraction,
expressed as
a percentage, the numerator of which is the related Optimal
Interest Remittance
Amount for such Distribution Date and the denominator of which is
the aggregate
Loan Group Balance of the Group II Mortgage Loans for the
immediately preceding
Distribution Date, minus (b) the sum of (1) the Group II Allocation
Percentage
of the Net Swap Trust Payment payable to the Swap Provider on such
Distribution
Date, divided by the Stated Principal Balance of the Group II
Mortgage Loans for
the immediately preceding Distribution Date, (2) the Group II
Allocation
Percentage of the any Net Swap Trust Payment for such Distribution
Date, divided
by the outstanding Stated Principal Balance of the Group II
Mortgage Loans for
the immediately preceding Distribution Date and (3) the Group II
Allocation
Percentage of the any Swap Termination Payment not due to a Swap
Provider
Trigger Event payable to the Swap Provider on such Distribution
Date, divided by
the Stated Principal Balance of the Group II Mortgage Loans for the
immediately
preceding Distribution Date and (II) 12. With respect to any
Distribution Date
and the REMIC III Regular Interests the ownership of which is
represented by the
Group II Certificates, a per annum rate equal to the weighted
average (adjusted
for the actual number of days elapsed in the related Accrual
Period) of the
Uncertificated REMIC II Pass-Through Rate on REMIC II Regular
Interest LT-1GRP,
weighted on the basis of the Uncertificated Principal Balance of
such REMIC II
Regular Interest immediately prior to such Distribution Date.
With respect to any Distribution Date and the Subordinate
Certificates,
a per annum rate (adjusted to an effective rate reflecting the
accrual of
interest on an actual/360 basis) equal to the weighted average
(weighted on the
basis of the results of subtracting from the Aggregate Loan Group
Balance the
current aggregate Certificate Principal Balance of the related
Senior
Certificates) of the Net Funds Cap for the Group I Certificates and
the Net
Funds Cap for the Group II Certificates. For federal income tax
purposes, the
equivalent of the foregoing shall be expressed as the weighted
average of the
Uncertificated REMIC II Pass-Through Rates on REMIC II Regular
Interest LT-1SUB
and REMIC II Regular Interest LT-2SUB, in each case subject to a
cap and a floor
equal Net Funds Cap for the Group I Certificates and the Net Funds
Cap for the
Group II Certificates, respectively, weighted in each case on the
basis of the
Uncertificated Principal Balance of each such REMIC II Regular
Interest. With
respect to any Distribution Date and the REMIC III Regular
Interests the
ownership of which is represented by the Subordinate Certificates,
a per annum
rate equal to the weighted average (adjusted for the actual number
of days
elapsed in the related Accrual Period) of (a) REMIC II Regular
Interest LT-1SUB,
subject to a cap and a floor equal to the Uncertificated REMIC II
Pass-Through
Rate on REMIC II Regular Interest LT-1GRP and (b) REMIC II Regular
Interest
LT-2SUB, subject to a cap and a floor equal to the Uncertificated
REMIC II
Pass-Through Rate on REMIC II Regular Interest LT-2GRP, in each
case as
determined for such Distribution Date, weighted on the basis of
the
Uncertificated Principal Balance of each such REMIC II Regular
Interest
immediately prior to such Distribution Date.
Net Interest Shortfalls: Shall mean Interest Shortfalls net of
payments
by the Servicer or the Master Servicer in respect of Compensating
Interest.
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 and (iii) the
rate at which
the fee payable to any provider of lender-paid mortgage insurance
is calculated,
if applicable.
Net Swap Trust Payment: With respect to each Distribution Date, the
net
payment required to be made pursuant to the terms of the Swap
Agreement by
either the Swap Provider or the Supplemental Interest Trust, which
net payment
shall not take into account any Swap Termination Payment.
Non-Book-Entry Certificate: Any Certificate other than a
Book-Entry
Certificate.
Nonrecoverable Advance: With respect any Mortgage Loans, 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.
Notional Amount: For each Distribution Date shall be equal to
the
lesser of (a) the aggregate Certificate Principal Balance of the
Offered
Certificates and the Class B Certificates immediately preceding
such
distribution date and (b) the Swap Notional Amount for such
Distribution Date as
set forth in the Swap Agreement, but in no instance less than the
Minimum Swap
Notional Amount for such Distribution Date as set forth in the Swap
Agreement.
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 Senior Certificates and the
Subordinate
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, Depositor and the Servicer, (ii) not have any
direct financial
interest in the Sponsor, the Depositor, the Master Servicer or any
Servicer or
in any affiliate of any of them, and (iii) not be connected with
the Sponsor,
the Depositor, the Master Servicer or any Servicer as an officer,
employee,
promoter, underwriter, trustee, partner, director or person
performing similar
functions.
Optimal Interest Remittance Amount: With respect to any
Distribution
Date and (A) the Senior Certificates, will be equal to the excess
of (i) the
product of (1)(x) the weighted average Net Mortgage Rates of the
Mortgage Loans
in the related Loan Group as of the first day of the related Due
Period divided
by (y) 12 and (2) the Aggregate Loan Balance of the Mortgage Loans
in the
related Loan Group for the immediately preceding Distribution Date,
over (ii)
any expenses that reduce the Interest Remittance Amount that did
not arise as a
result of a default or delinquency of the Mortgage Loans in the
related Loan
Group or were not taken into account in computing the expense fee
rate, and (B)
the Subordinate Certificates, will be equal to the excess of (i)
the product of
(1)(x) the weighted average Net Mortgage Rates of the Mortgage
Loans as of the
first day of the related Due Period divided by (y) 12 and (2) the
Aggregate Loan
Balance of the Mortgage Loans for the immediately preceding
Distribution Date,
over (ii) any expenses that reduce the Interest Remittance Amount
that did not
arise as a result of a default or delinquency of the Mortgage Loans
or were not
taken into account in computing the expense fee rate.
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 Loan Balance for such
Distribution Date
over (b) the aggregate Certificate Principal Balance of the
Publicly Offered
Certificates and the Class B Certificates on such Distribution Date
(after
taking into account the payment of 100% of the Principal Remittance
Amount
(without regard to any payments made pursuant to the Swap Agreement
with respect
to Realized Losses) on such Distribution Date).
Overcollateralization Deficiency Amount: With respect to any
Distribution Date, the amount, if any, by which (x) the
Targeted
Overcollateralization Amount for such Distribution Date exceeds (y)
the
Overcollateralization Amount for such Distribution Date, calculated
for this
purpose after giving effect to the reduction on such Distribution
Date of the
aggregate Certificate Principal Balance of the Publicly Offered
Certificates and
the Class B Certificates resulting from the payment of the
Principal Remittance
Amount (without regard to any payments made pursuant to the Swap
Agreement with
respect to Realized Losses) on such Distribution Date, but prior to
allocation
of any Applied Loss Amount on such Distribution Date.
Overcollateralization Release Amount: With respect to any
Distribution
Date, the lesser of (x) the Principal Remittance Amount (without
regard to any
payments made pursuant to the Swap Agreement with respect to
Realized Losses)
for such Distribution Date and (y) the amount, if any, by which (1)
the
Overcollateralization Amount for such date exceeds (2) the
Targeted
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: The Class [__], Class [__], Class [__], Class
[__],
Class [__], Class [__], Class [__], Class [__], Class [__], Class
[__], Class
[__], Class [__], Class [__], Class [__], Class [__], Class [__]
and Class X
Pass-Through Rate, as applicable.
Payahead: Any Scheduled Payment intended by the related Mortgagor
to be
applied in a Due Period subsequent to the Due Period in which such
payment was
received.
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.
Periodic Rate Cap: With respect to the Adjustment Date for any
adjustable rate Mortgage Loan, the fixed percentage set forth in
the related
Mortgage Note, which is the maximum amount by which the Mortgage
Rate for such
adjustable rate Mortgage Loan may increase or decrease (without
regard to the
Maximum Mortgage Interest Rate or the Minimum Mortgage Interest
Rate) on such
Adjustment Date from the Mortgage Rate in effect immediately prior
to such
Adjustment Date.
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 (iv) 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.
Prepayment Period: With respect to any Distribution Date, the
sixteenth
(16th) of the immediately preceding calendar month (or with respect
to the first
Prepayment Period, the Closing Date) through the fifteenth (15th)
of the month
in which the Distribution Date occurs.
Principal Payment Amount: With respect to each Distribution Date,
the
Principal Remittance Amount for such date minus the
Overcollateralization
Release Amount, if any, for such Distribution Date.
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
and
each Loan Group, (i) the sum, without duplication, of (a) the
principal portion
of all Scheduled Payments on the related Mortgage Loans due during
the related
Due Period whether or not received on or prior to the related
Determination
Date, (b) the principal portion of all unscheduled collections
(other than
Payaheads) including Insurance Proceeds, Condemnation Proceeds,
Subsequent
Recoveries and all full and partial Principal Prepayments exclusive
of
prepayment charges or penalties collected during the related
Prepayment Period,
to the extent applied as recoveries of principal on the related
Mortgage Loans,
(c) the Stated Principal Balance of each related Mortgage Loan that
was
repurchased by the Sponsor during the related Prepayment Period
pursuant to
Sections 2.02, 2.03 and 3.24, (d) the aggregate of all Substitution
Adjustment
Amounts received during the related Prepayment Period for the
related
Determination Date in connection with the substitution of Mortgage
Loans in such
Loan Group pursuant to Section 2.03(b), (e) amounts in respect of
principal on
the related Mortgage Loans paid by the Master Servicer pursuant to
Section
10.01, (f) all Liquidation Proceeds and Subsequent Recoveries with
respect to
the related Mortgage Loans 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, (g) the principal
portion of
Payaheads previously received on the related Mortgage Loans and
intended for
application in the related Due Period and (h) any payments made
pursuant to the
Swap Agreement with respect to Realized Losses, minus (ii) all
amounts required
to be reimbursed by the Trust pursuant to Sections 4.02, 4.05,
4.07, 5.10 and
9.05 or as otherwise set forth in this Agreement or the Custodial
Agreement and
to the extent not reimbursed from the Interest Remittance Amount
for such
Distribution date, allocated to the respective Loan Group on a pro
rata basis,
based on the Aggregate Loan Group Balance as of the last day of the
Related Due
Period, to the extent such amounts are attributable to both Loan
Groups, and
otherwise allocated to the Loan Group to which such amounts are
attributable.
Private Certificate: Each of the Class [__], Class [__], Class X,
Class
P and Class R Certificates.
Prospectus Supplement: The Prospectus Supplement dated
[__________],
2006 relating to the offering of the Publicly Offered
Certificates.
Publicly Offered Certificates: Any Certificates other than the
Private
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, 2.03 or 3,24
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, 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 Moody's, S&P and DBRS. 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. 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 that Subsequent Recoveries are applied to reduce the
Certificate
Principal Balance of any Class of Certificates on any Distribution
Date.
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 Publicly Offered Certificates
and
Class B Certificates and any Distribution Date, so long as such
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. With respect to
the Class X,
Class P and Class R 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.
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 any Servicer.
Reference Bank Rate: With respect to any Accrual Period shall mean
the
arithmetic mean, rounded upwards, if necessary, to the nearest
whole multiple of
0.03125%, 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 Publicly Offered
Certificates and
Class B 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 0.03125%, 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
Publicly Offered
Certificates and Class B Certificates for such Accrual Period.
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 Accounts (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 on
the Mortgage Loans made before the Cut-off Date, (iii) the Basis
Risk Shortfall
Reserve Fund, (iv) the Swap Agreement and (v) the Supplemental
Interest Trust.
REMIC I Group I Regular Interests: REMIC I Regular Interest I and
REMIC
I Regular Interest I-1-A through REMIC I Regular Interest I-60-B as
designated
in the Preliminary Statement hereto.
REMIC I Group II Regular Interests: REMIC I Regular Interest II
and
REMIC I Regular Interest II-1-A through REMIC I Regular Interest
II-60-B as
designated in the Preliminary Statement hereto.
REMIC I Regular Interest: Any of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and
designated as a
"regular interest" in REMIC I. Each REMIC I Regular Interest 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. The designations for the respective REMIC I Regular
Interests are set
forth in the Preliminary Statement hereto. The REMIC I Regular
Interests consist
of the REMIC I Group I Regular Interests, REMIC I Group II Regular
Interests and
REMIC I Regular Interest 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 the
Holders of the REMIC II Regular Interests and the Holders of the
Class R (as
holders of the Class R-II Interest), pursuant to Article II
hereunder, 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 LT-AA minus the Marker Rate, divided by (b)
12.
REMIC II Marker Allocation Percentage: 0.50% of any amount payable
or
loss attributable from the Mortgage Loans, which shall be allocated
to REMIC II
Regular Interest LT-AA, REMIC II Regular Interest LT-[___], REMIC
II Regular
Interest LT-[___], REMIC II Regular Interest LT-[___], REMIC II
Regular Interest
LT-[___], REMIC II Regular Interest LT-[___], REMIC II Regular
Interest
LT-[___], REMIC II Regular Interest LT-[___], REMIC II Regular
Interest
LT-[___], REMIC II Regular Interest LT-[___], REMIC II Regular
Interest
LT-[___], REMIC II Regular Interest LT-[___], REMIC II Regular
Interest
LT-[___], REMIC II Regular Interest LT-[___], REMIC II Regular
Interest
LT-[___], REMIC II Regular Interest LT-[___], REMIC II Regular
Interest LT-[___]
and REMIC II Regular Interest LT-ZZ.
REMIC II Overcollateralization Amount: With respect to any date
of
determination, (i) 0.50% 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 LT-[___], REMIC II
Regular
Interest LT-[___], REMIC II Regular Interest LT-[___], REMIC II
Regular Interest
LT-[___], REMIC II Regular Interest LT-[___], REMIC II Regular
Interest
LT-[___], REMIC II Regular Interest LT-[___], REMIC II Regular
Interest
LT-[___], REMIC II Regular Interest LT-[___], REMIC II Regular
Interest
LT-[___], REMIC II Regular Interest LT-[___], REMIC II Regular
Interest
LT-[___], REMIC II Regular Interest LT-[___], REMIC II Regular
Interest
LT-[___], REMIC II Regular Interest LT-[___], REMIC II Regular
Interest LT-[___]
and REMIC II Regular Interest LT-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) 50% of
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
LT-[___], REMIC II Regular Interest LT-[___], REMIC II Regular
Interest
LT-[___], REMIC II Regular Interest LT-[___], REMIC II Regular
Interest
LT-[___], REMIC II Regular Interest LT-[___], REMIC II Regular
Interest
LT-[___], REMIC II Regular Interest LT-[___], REMIC II Regular
Interest
LT-[___], REMIC II Regular Interest LT-[___], REMIC II Regular
Interest
LT-[___], REMIC II Regular Interest LT-[___], REMIC II Regular
Interest
LT-[___], REMIC II Regular Interest LT-[___], REMIC II Regular
Interest
LT-[___], REMIC II Regular Interest LT-[___] and the denominator of
which is the
aggregate of the Uncertificated Principal Balances of REMIC II
Regular Interest
LT-[___], REMIC II Regular Interest LT-[___], REMIC II Regular
Interest
LT-[___], REMIC II Regular Interest LT-[___], REMIC II Regular
Interest
LT-[___], REMIC II Regular Interest LT-[___], REMIC II Regular
Interest
LT-[___], REMIC II Regular Interest LT-[___], REMIC II Regular
Interest
LT-[___], REMIC II Regular Interest LT-[___], REMIC II Regular
Interest
LT-[___], REMIC II Regular Interest LT-[___], REMIC II Regular
Interest
LT-[___], REMIC II Regular Interest LT-[___], REMIC II Regular
Interest
LT-[___], REMIC II Regular Interest LT-[___] and REMIC II Regular
Interest
LT-ZZ.
REMIC II Regular Interests: REMIC II Regular Interest LT-AA, REMIC
II
Regular Interest LT-[___], REMIC II Regular Interest LT-[___],
REMIC II Regular
Interest LT-[___], REMIC II Regular Interest LT-[___], REMIC II
Regular Interest
LT-[___], REMIC II Regular Interest LT-[___], REMIC II Regular
Interest
LT-[___], REMIC II Regular Interest LT-[___], REMIC II Regular
Interest
LT-[___], REMIC II Regular Interest LT-[___], REMIC II Regular
Interest
LT-[___], REMIC II Regular Interest LT-[___], REMIC II Regular
Interest
LT-[___], REMIC II Regular Interest LT-[___], REMIC II Regular
Interest
LT-[___], REMIC II Regular Interest LT-[___], REMIC II Regular
Interest LT-ZZ,
REMIC II Regular Interest LT-P, REMIC II Regular Interest LT-1SUB,
REMIC II
Regular Interest LT-1GRP, REMIC II Regular Interest LT-2SUB, REMIC
II Regular
Interest LT-2GRP and REMIC II Regular Interest LT-XX.
REMIC II Regular Interest LT-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 LT-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 LT-[___]: 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 LT-[___]
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 LT-[___]: 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 LT-[___]
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 LT-[___]: 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 LT-[___]
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 LT-[___]: 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 LT-[___]
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 LT-[___]: 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 LT-[___]
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 LT-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 LT-IO shall
accrue
interest at the related Uncertificated REMIC II Pass-Through Rate
in effect from
time to time, subject to the terms and conditions hereof.
REMIC II Regular Interest LT-[___]: 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 LT-[___]
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 LT-[___]: 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 LT-[___]
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 LT-[___]: 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 LT-[___]
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 LT-[___]: 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 LT-[___]
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 LT-[___]: 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 LT-[___]
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 LT-[___]: 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 LT-[___]
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 LT-[___]: 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 LT-[___]
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 LT-[___]: 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 LT-[___]
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 LT-[___]: 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 LT-[___]
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 LT-[___]: 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 LT-[___]
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 LT-[___]: 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 LT-[___]
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 LT-1SUB: 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 LT-1SUB
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 LT-1GRP: 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 LT-1GRP
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 LT-2SUB: 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 LT-2SUB
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 LT-2GRP: 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 LT-2GRP
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 LT-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 LT-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 LT-XX: 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 LT-XX 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 LT-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 LT-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 LT-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 LT-ZZ for such Distribution Date on a balance equal to
the
Uncertificated Principal Balance of REMIC II Regular Interest LT-ZZ
minus the
REMIC II Overcollateralization Amount, in each case for such
Distribution Date,
over (ii) the Uncertificated Accrued Interest on REMIC II Regular
Interest
LT-[___], REMIC II Regular Interest LT-[___], REMIC II Regular
Interest
LT-[___], REMIC II Regular Interest LT-[___], REMIC II Regular
Interest
LT-[___], REMIC II Regular Interest LT-[___], REMIC II Regular
Interest
LT-[___], REMIC II Regular Interest LT-[___], REMIC II Regular
Interest
LT-[___], REMIC II Regular Interest LT-[___], REMIC II Regular
Interest
LT-[___], REMIC II Regular Interest LT-[___], REMIC II Regular
Interest
LT-[___], REMIC II Regular Interest LT-[___], REMIC II Regular
Interest LT-[___]
and REMIC II Regular Interest LT-[___] 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 Sub WAC Allocation Percentage: 0.50% of any amount payable
or
loss attributable from the Mortgage Loans, which shall be allocated
to REMIC II
Regular Interest LT-1SUB, REMIC II Regular Interest LT-1GRP, REMIC
II Regular
Interest LT-2SUB, REMIC II Regular Interest LT-2GRP and REMIC II
Regular
Interest LT-XX.
REMIC II Subordinated Balance Ratio: The ratio among the
Uncertificated
Principal Balances of each REMIC II Regular Interest ending with
the designation
"SUB", equal to the ratio between, with respect to each such REMIC
II Regular
Interest, the excess of (x) the aggregate Stated Principal Balance
of the Group
I Mortgage Loans and the Group II Mortgage Loans, as applicable,
over (y) the
current Certificate Principal Balance of the related Senior
Certificates.
REMIC II Targeted Overcollateralization Amount: 0.50% of the
Targeted
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: Any REMIC I Regular Interest, REMIC II
Regular
Interest, Regular Certificate or Class IO Interest.
Remittance Date: Shall mean, not later than 3:00 p.m. Eastern Time
on
the twenty-third (23rd) 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 an
adjustable 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 or Combined 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)
have the same lien priority as the Deleted Mortgage Loan; (vii)
constitute the
same occupancy type as the Deleted Mortgage Loan or be owner
occupied; (viii)
have a Maximum Mortgage Interest Rate not less than the Maximum
Mortgage
Interest Rate on the Deleted Loan; (ix) have a Minimum Mortgage
Interest Rate
not less than the Minimum Mortgage Interest Rate of the Deleted
Loan, if
applicable; (x) have a Gross Margin equal to the Gross Margin of
the Deleted
Loan; (xi) have a next Adjustment Date not more than two months
later than the
next Adjustment Date on the Deleted Loan, if applicable; and (xii)
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.
Residual Certificates: The Class R Certificates.
Responsible Officer: With respect to the Trustee and the
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 the Securities
Administrator
specified by the Trustee or the Securities Administrator, as the
case may be,
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
[__]
and Class [__] Certificates.
Senior Enhancement Percentage: With respect to any Distribution
Date
will be the fraction, expressed as a percentage, the numerator of
which is the
sum of the aggregate Certificate Principal Balance of the
Subordinate
Certificates and the Overcollateralization Amount, in each case
after giving
effect to payments on such Distribution Date (assuming no Trigger
Event is in
effect), and the denominator of which is the Aggregate Loan Balance
for such
Distribution Date.
Senior Principal Payment Amount: With respect to any Distribution
Date
on or after the Stepdown Date and as long as a Trigger Event is not
in effect
with respect to such Distribution Date, the amount, if any, by
which (x) the
Certificate Principal Balances of the Senior Certificates, in each
case,
immediately prior to such Distribution Date exceed (y) the lesser
of (A) the
product of (i) [_____]% and (ii) the Aggregate Loan Balance for
such
Distribution Date and (B) the amount, if any, by which (i) the
Aggregate Loan
Balance for such Distribution Date exceeds (ii) [_____]% of the
Aggregate Loan
Balance as of the Cut-off Date.
Servicer: Shall mean [________________], or any successor
thereto
appointed hereunder in connection with the servicing and
administration of the
related 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.
Servicer's Assignee: As defined in Section 5.01(b)(ii)
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, (v) payment of taxes, (vi) obtaining broker price
opinions and
(vii) obtaining any legal documentation required to be included in
the Mortgage
File and/or correcting any outstanding title issues (i.e., any lien
or
encumbrance on the Mortgaged Property that prevents the effective
enforcement of
the intended lien position) reasonably necessary for the Servicer
to perform its
obligations under this Agreement. Servicing Advances also include
any reasonable
"out-of-pocket" cost and expenses (including legal fees) incurred
by the
Servicer in connection with executing and recording instruments of
satisfaction,
deeds of reconveyance or Assignments to the extent not recovered
from the
Mortgagor or otherwise payable under this Agreement. No Servicer
shall be
required to make any Servicing Advances that would constitute a
Nonrecoverable
Advance, provided that the Servicer delivers an Officer's
Certificate to the
Master Servicer and the Trustee certifying that such Servicing
Advance would
constitute a Nonrecoverable Advance.
Servicing Fee: As to each Mortgage Loan and any Distribution Date,
an
amount equal to 1/12th of the applicable 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 applicable
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 to
the Master Servicer, the Securities Administrator the Trustee and
the Depositor
on the Closing Date, as such list may from time to time be
amended.
Six-Month LIBOR: The per annum rate equal to the average of
interbank
offered rates for Six-Month U.S. dollar-denominated deposits in the
London
market based on quotations of major banks as published in The Wall
Street
Journal and most recently available as of the time specified in the
related
Mortgage Note.
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 with respect to such Mortgage Loan,
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
Senior
Enhancement Percentage (calculated for this purpose only after
taking into
account distributions of principal on the Mortgage Loans, but prior
to any
distributions to the holders of the Publicly Offered Certificates
and the Class
B Certificates on such Distribution Date) is greater than or equal
to [_____]%.
Subordinate Certificates: Shall mean, collectively, the Class
[__],
Class [__], Class [__], Class [__], Class [__], Class [__], Class
[__], Class
[__], Class [__], Class [__] and Class [__] Certificates.
Subsequent Recoveries: Shall mean all amounts in respect of
principal
received by the Servicer (net of reimbursable expenses) on a
Mortgage Loan for
which a Realized Loss was previously incurred.
Subservicing Agreement: Any agreement entered into between the
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.
Supplemental Interest Trust: The corpus of a trust created pursuant
to
Section 5.11 of this Agreement and designated as the "Supplemental
Interest
Trust," consisting of the Swap Agreement, the Class IO Interest and
the right to
receive payments in respect of the Class IO Distribution Amount.
For the
avoidance of doubt, the Supplemental Interest Trust does not
constitute a part
of the Trust Fund.
Swap Agreement: The interest rate swap agreement, dated
[___________],
between [___________________], as trustee on behalf of the
Supplemental Interest
Trust, and the Swap Provider, which agreement provides for Net Swap
Trust
Payments and Swap Termination Payments to be paid, as provided
therein, together
with any schedules, confirmations or other agreements relating
thereto.
Swap Counterparty:
[________________].
Swap LIBOR: LIBOR as determined pursuant to the Swap Agreement.
Swap Provider: The swap provider under the Swap Agreement either
(a)
entitled to receive payments from the Supplemental Interest Trust
or (b)
required to make payments to the Supplemental Interest Trust, in
either case
pursuant to the terms of the Swap Agreement, and any successor in
interest or
assign. Initially, the Swap Provider shall be
[________________].
Swap Provider Trigger Event: A Swap Provider Trigger Event shall
have
occurred if any of an Event of Default (under the Swap Agreement)
with respect
to which the Swap Provider is a Defaulting Party, a Termination
Event (under the
Swap Agreement) with respect to which the Swap Provider is the sole
Affected
Party or an Additional Termination Event (under the Swap Agreement)
with respect
to which the Swap Provider is the sole Affected Party has
occurred.
Swap Termination Payment: Upon the designation of an "Early
Termination
Date" as defined in the Swap Agreement, the payment to be made by
the
Supplemental Interest Trust to the Swap Provider, or by the Swap
Provider to the
Supplemental Interest Trust, as applicable, pursuant to the terms
of the Swap
Agreement.
Targeted Overcollateralization Amount: With respect to any
Distribution
Date prior to the Stepdown Date, [_____]% of the Aggregate Loan
Balance as of
the Cut-off Date; with respect to any Distribution Date on or after
the Stepdown
Date and with respect to which a Trigger Event is not in effect,
the greater of
(a) [_____]% of the Aggregate Loan Balance for such Distribution
Date, or (b)
[_____]% of the Aggregate Loan Balance as of the Cut-off Date; with
respect to
any Distribution Date on or after the Stepdown Date with respect to
which a
Trigger Event is in effect, the Targeted Overcollateralization
Amount for such
Distribution Date will be equal to the Targeted
Overcollateralization Amount for
the Distribution Date immediately preceding such Distribution
Date.
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.
Termination 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.
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 either (i) the Delinquency Rate as of the last day
of the
related Due Period exceeds [____]% of the Senior Enhancement
Percentage for such
Distribution Date or (ii) the cumulative Realized Losses as a
percentage of the
original Aggregate Loan Balance on the Closing Date for such
Distribution Date
is greater than the percentage set forth in the following
table:
Distribution Date
Percentage
---------------------------------------------------------
-----------------
[___________] to [___________]..........................
[_____]%
[___________] to [___________]..........................
[_____]%
[___________] to [___________]..........................
[_____]%
[___________] and thereafter............................
[_____]%
*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
and the Basis Risk Shortfall Reserve Fund. For the avoidance of
doubt, the Trust
Fund does not include the Supplemental Interest Trust.
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 Pass-Through Rate on the
Uncertificated
Principal Balance of such 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 the Class X
Interest
and any Distribution Date, an amount equal to the aggregate
Uncertificated
Principal Balance of the REMIC II Regular Interests (other than
REMIC II Regular
Interest P) for such Distribution Date.
With respect to REMIC II Regular Interest LT-IO and each
Distribution
Date listed below, the aggregate Uncertificated Principal Balance
of the REMIC 1
Regular Interests ending with the designation "A" listed below:
DISTRIBUTION DATE
REMIC 1 REGULAR INTERESTS
-----------------------
---------------------------------------------------
[_____]
[_____] through [_____] and [_____] through [_____]
[_____]
[_____] through [_____] and [_____] through [_____]
[_____]
[_____] through [_____] and [_____] through [_____]
[_____]
[_____] through [_____] and [_____] through [_____]
[_____]
[_____] through [_____] and [_____] through [_____]
[_____]
[_____] through [_____] and [_____] through [_____]
[_____]
[_____] through [_____] and [_____] through [_____]
[_____]
[_____] through [_____] and [_____] through [_____]
[_____]
[_____] through [_____] and [_____] through [_____]
[_____]
[_____] through [_____] and [_____] through [_____]
[_____]
[_____] through [_____] and [_____] through [_____]
[_____]
[_____] through [_____] and [_____] through [_____]
[_____]
[_____] through [_____] and [_____] through [_____]
[_____]
[_____] through [_____] and [_____] through [_____]
[_____]
[_____] through [_____] and [_____] through [_____]
[_____]
[_____] through [_____] and [_____] through [_____]
[_____]
[_____] through [_____] and [_____] through [_____]
[_____]
[_____] through [_____] and [_____] through [_____]
[_____]
[_____] through [_____] and [_____] through [_____]
[_____]
[_____] through [_____] and [_____] through [_____]
[_____]
[_____] and [_____] and [_____] and [_____]
[_____]
[_____] and [_____]
thereafter
$0.00
With respect to the Class IO Interest and any Distribution Date, an
amount equal
to the Uncertificated Notional Amount of the REMIC II Regular
Interest IO.
Uncertificated Principal Balance: With respect to each REMIC
Regular
Interest (other than REMIC II Regular Interest LT-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 such
REMIC
Regular Interest shall equal the amount set forth in the
Preliminary Statement
hereto as its initial Uncertificated Principal Balance. On each
Distribution
Date, the Uncertificated Principal Balance of each REMIC Regular
Interest shall
be reduced by all distributions of principal made on such REMIC
Regular Interest
on such Distribution Date pursuant to Section 5.07 and, if and to
the extent
necessary and appropriate, shall be further reduced on such
Distribution Date by
Realized Losses as provided in Section 5.07. The Uncertificated
Principal
Balance of each REMIC Regular Interest shall never be less than
zero.
Uncertificated Pass-Through Rate: The Uncertificated REMIC I
Pass-Through Rate or Uncertificated REMIC II Pass-Through Rate.
Uncertificated REMIC I Pass-Through Rate: With respect to REMIC
I
Regular Interest I, a per annum rate equal to the weighted average
Net Mortgage
Rate of Loan Group I. With respect to each REMIC I Group I Regular
Interest
ending with the designation "A", a per annum rate equal to the
weighted average
Net Mortgage Rate of Loan Group I multiplied by 2, subject to a
maximum rate of
[_____]%. With respect to each REMIC I Regular Interest ending with
the
designation "B", the greater of (x) a per annum rate equal to the
excess, if
any, of (i) 2 multiplied by the weighted average Net Mortgage Rate
of Loan Group
I over (ii) [_____]% and (y) 0.00%. With respect to REMIC I Regular
Interest II,
a per annum rate equal to the weighted average Net Mortgage Rate of
Loan Group
II. With respect to each REMIC I Group II Regular Interest ending
with the
designation "A", a per annum rate equal to the weighted average Net
Mortgage
Rate of Loan Group II multiplied by 2, subject to a maximum rate of
[_____]%.
With respect to each REMIC I Group II Regular Interest ending with
the
designation "B", the greater of (x) a per annum rate equal to the
excess, if
any, of (i) 2 multiplied by the weighted average Net Mortgage Rate
of Loan Group
II over (ii) [_____]% and (y) 0.00%.
Uncertificated REMIC II Pass-Through Rate: With respect to REMIC
II
Regular Interest LT-AA, REMIC II Regular Interest LT-[___], REMIC
II Regular
Interest LT-[___], REMIC II Regular Interest LT-[___], REMIC II
Regular Interest
LT-[___], REMIC II Regular Interest LT-[___], REMIC II Regular
Interest
LT-[___], REMIC II Regular Interest LT-[___], REMIC II Regular
Interest
LT-[___], REMIC II Regular Interest LT-[___], REMIC II Regular
Interest
LT-[___], REMIC II Regular Interest LT-[___], REMIC II Regular
Interest
LT-[___], REMIC II Regular Interest LT-[___], REMIC II Regular
Interest
LT-[___], REMIC II Regular Interest LT-[___], REMIC II Regular
Interest
LT-[___], REMIC II Regular Interest LT-ZZ, REMIC II Regular
Interest LT-1SUB,
REMIC II Regular Interest LT-2SUB, and REMIC II Regular Interest
LT-XX, a per
annum rate (but not less than zero) equal to the weighted average
of (w) with
respect to REMIC I Regular Interest I, REMIC I Regular Interest II,
the
Uncertificated REMIC I Pass-Through Rate for such REMIC I Regular
Interest for
each such Distribution Date, (x) with respect to REMIC I Regular
Interests
ending with the designation "B", the weighted average of the
Uncertificated
REMIC I Pass-Through Rates for such REMIC I Regular Interests,
weighted on the
basis of the Uncertificated Principal Balance of such REMIC I
Regular Interests
for each such Distribution Date and (y) with respect to REMIC I
Regular
Interests ending with the designation "A", for each Distribution
Date listed
below, the weighted average of the rates listed below for each such
REMIC I
Regular Interest listed below, weighted on the basis of the
Uncertificated
Principal Balance of each such REMIC I Regular Interest for each
such
Distribution Date:
<PAGE>
<TABLE>
<CAPTION>
DISTRIBUTION
DATE
REMIC 1 REGULAR INTEREST
RATE
--------------
-----------------------------
----------------------------------------------------------------
<S>
<C>
<C>
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate
Uncertificated REMIC 1 Pass-Through Rate
[_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] and [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____] and [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____] 2
multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____]
through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
thereafter
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
</TABLE>
With respect to REMIC II Regular Interest LT-1GRP, a per annum
rate
(but not less than zero) equal to the weighted average of (w) with
respect to
REMIC I Regular Interest I, the Uncertificated REMIC I Pass-Through
Rate for
such REMIC I Regular Interest for each such Distribution Date, (x)
with respect
to REMIC I Group I Regular Interests ending with the designation
"B", the
weighted average of the Uncertificated REMIC I Pass-Through Rates
for such REMIC
I Regular Interests, weighted on the basis of the Uncertificated
Principal
Balance of each such REMIC I Regular Interest for each such
Distribution Date
and (y) with respect to REMIC I Group I Regular Interests ending
with the
designation "A", for each Distribution Date listed below, the
weighted average
of the rates listed below for such REMIC I Regular Interests listed
below,
weighted on the basis of the Uncertificated Principal Balance of
each such REMIC
I Regular Interest for each such Distribution Date:
<PAGE>
<TABLE>
<CAPTION>
DISTRIBUTION
DATE
REMIC 1 REGULAR INTEREST
RATE
--------------
-----------------------------
----------------------------------------------------------------
<S>
<C>
<C>
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____]
through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
thereafter
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
</TABLE>
With respect to REMIC II Regular Interest LT-2GRP, a per annum
rate
(but not less than zero) equal to the weighted average of (w) with
respect to
REMIC I Regular Interest II, the Uncertificated REMIC I
Pass-Through Rate for
such REMIC I Regular Interest for each such Distribution Date, (x)
with respect
to REMIC I Group II Regular Interests ending with the designation
"B", the
weighted average of the Uncertificated REMIC I Pass-Through Rates
for such REMIC
I Regular Interests, weighted on the basis of the Uncertificated
Principal
Balance of each such REMIC I Regular Interest for each such
Distribution Date
and (y) with respect to REMIC I Group II Regular Interests ending
with the
designation "A", for each Distribution Date listed below, the
weighted average
of the rates listed below for such REMIC I Regular Interests listed
below,
weighted on the basis of the Uncertificated Principal Balance of
each such REMIC
I Regular Interest for each such Distribution Date:
<PAGE>
<TABLE>
<CAPTION>
DISTRIBUTION
DATE
REMIC 1 REGULAR INTEREST
RATE
--------------
-----------------------------
----------------------------------------------------------------
<S>
<C>
<C>
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
[_____] through [_____]
Uncertificated REMIC 1 Pass-Through Rate
[_____]
[_____] through [_____]
2 multiplied
by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 1 Pass-Through Rate
&
