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NOMURA ASSET ACCEPTANCE CORPORATION,
Depositor
NOMURA CREDIT & CAPITAL, INC.,
Seller
[NAME OF SERVICER]
Servicer
and
[NAME OF TRUSTEE],
Trustee
____________________
FORM OF POOLING AND SERVICING AGREEMENT
Dated as of _______, _____
________________________________________
NOMURA ASSET ACCEPTANCE CORPORATION
ASSET BACKED PASS-THROUGH CERTIFICATES, SERIES ____-____
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
ARTICLE I DEFINITIONS
<S> <C>
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 Seller................
Section 2.04. Representations and Warranties of the
Depositor.........................................
Section 2.05. Delivery of Opinion of Counsel in Connection with
Substitutions and Repurchases.........
Section 2.06. Issuance of the REMIC I Regular Interests and the
Class R-1 Interest....................
Section 2.07. Conveyance of the REMIC I Regular Interests;
Acceptance of REMIC II by the Trustee......
Section 2.08. Conveyance of the REMIC II Regular Interests;
Acceptance of REMIC III by the Trustee....
Section 2.09. Issuance of Class R
Certificates........................................................
Section 2.10. Establishment of
Trust..................................................................
ARTICLE III ADMINISTRATION AND SERVICING OF THE MORTGAGE
LOANS
Section 3.01. The Servicer to act as Servicer of the Mortgage
Loans...................................
Section 3.02. Due-on-Sale Clauses; Assumption
Agreements..............................................
Section 3.03.
Subservicers............................................................................
Section 3.04. Documents, Records and Funds in Possession of the
Servicer To Be Held for Trustee.......
Section 3.05. Maintenance of Hazard
Insurance.........................................................
Section 3.06. Presentment of Claims and Collection of
Proceeds........................................
Section 3.07. Maintenance of Insurance
Policies.......................................................
Section 3.08.
Reserved................................................................................
Section 3.09. Realization Upon Defaulted Mortgage Loans;
Determination of Excess Liquidation Proceeds and
Realized Losses; Repurchases of Certain Mortgage
Loans...................................
Section 3.10. Servicing
Compensation...................................................................
Section 3.11. REO
Property.............................................................................
Section 3.12. Liquidation
Reports......................................................................
Section 3.13. Annual Certificate as to
Compliance......................................................
Section 3.14. Annual Independent Certified Public Accountants'
Servicing Report........................
Section 3.15. Books and
Records........................................................................
Section 3.16. The
Trustee..............................................................................
Section 3.17. REMIC-Related
Covenants..................................................................
Section 3.18. Reimbursement of Costs and
Expenses......................................................
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. SEC
Filings..............................................................................
Section 3.23.
UCC......................................................................................
Section 3.24. Optional Purchase of Defaulted Mortgage
Loans............................................
Section 3.25. Enforcing Obligations of the
Servicer....................................................
ARTICLE IV ACCOUNTS
Section 4.01. Collection of Mortgage Loan Payments; Custodial
Account..................................
Section 4.02. Permitted Withdrawals From the Custodial
Account.........................................
Section 4.03. Reports to
Trustee.......................................................................
Section 4.04. Collection of Taxes; Assessments and Similar
Items; Escrow Accounts......................
Section 4.05. Adjustments to Mortgage Rates and Scheduled
Payments.....................................
Section 4.06. Distribution
Account.....................................................................
Section 4.07. Permitted Withdrawals and Transfers from the
Distribution Account........................
Section 4.08. Duties of the Credit Risk Manager;
Termination...........................................
Section 4.09. Limitation Upon Liability of the Credit Risk
Manager.....................................
ARTICLE V ADVANCES AND DISTRIBUTIONS
Section 5.01. Advances; Advance
Facility...............................................................
Section 5.02. Compensating Interest
Payments...........................................................
Section 5.03. REMIC
Distributions......................................................................
Section 5.04.
Distributions............................................................................
Section 5.05. Allocation of Realized
Losses............................................................
Section 5.06. Monthly Statements to
Certificateholders.................................................
Section 5.07. REMIC Designations and REMIC I
Allocations...............................................
Section 5.08. REMIC II
Allocations.....................................................................
Section 5.09. Class P Certificate
Account..............................................................
Section 5.10. Net WAC Reserve
Fund.....................................................................
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 AND the Servicer
Section 7.01. Liabilities of the Depositor and the Servicer.
Each of the Depositor and the Servicer
shall be liable in accordance herewith only to the extent of the
obligations specifically
imposed upon and undertaken by it
herein.................................................
Section 7.02. Merger or Consolidation of the Depositor or the
Servicer.................................
Section 7.03. Indemnification of Depositor and the
Servicer............................................
Section 7.04. Limitations on Liability of the Depositor, the
Servicer and Others. Subject to the
obligation of the Depositor and the Servicer to indemnify the
Indemnified Persons pursuant
to Section
7.03:..........................................................................
Section 7.05. The Servicer Not to
Resign................................................................
Section 7.06. Termination of the Servicer Without Cause;
Appointment of Special Servicer................
ARTICLE VIII DEFAULT; TERMINATION OF SERVICER
Section 8.01. Servicer
Default..........................................................................
Section 8.02. Trustee to Act; Appointment of
Successor..................................................
Section 8.03. Notification to
Certificateholders........................................................
Section 8.04. Waiver of Servicer
Defaults...............................................................
ARTICLE IX CONCERNING THE TRUSTEE
Section 9.01. Duties of
Trustee.........................................................................
Section 9.02. Certain Matters Affecting the
Trustee.....................................................
Section 9.03. Trustee Not Liable for Certificates or Mortgage
Loans.....................................
Section 9.04. Trustee May Own
Certificates..............................................................
Section 9.05. Trustee's Compensation and Expenses;
Indemnification......................................
Section 9.06. Eligibility Requirements for
Trustee......................................................
Section 9.07.
Insurance.................................................................................
Section 9.08. Resignation and Removal of
Trustee........................................................
Section 9.09. Successor
Trustee.........................................................................
Section 9.10. Merger or Consolidation of
Trustee........................................................
Section 9.11. Appointment of Co-Trustee or Separate
Trustee.............................................
Section 9.12. 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
Beneficiary...................................................................
ARTICLE XII CERTAIN MATTERS REGARDING THE CERTIFICATE
INSURER
Section 12.01. Rights of the Certificate Insurer to Exercise
Rights of Insured Certificateholders........
Section 12.02. Claims Upon the Policy; Insurance
Account.................................................
Section 12.03. Effect of Payments by the Insurer;
Subrogation............................................
Section 12.04. Notices and Information to the Certificate
Insurer........................................
Section 12.05. Trustee to Hold
Policy....................................................................
Section 12.06. Payment of Insurer
Premium................................................................
</TABLE>
EXHIBITS
Exhibit A-1 Form of Class A-[1][2][3][4][5A][5B][6]
Certificates
Exhibit A-2 Form of Class A-IO Certificates
Exhibit A-3 Form of Class M-[1][2][3] Certificates
Exhibit A-4 Form of Class C Certificates
Exhibit A-5 Form of Class P Certificates
Exhibit A-6 Form of Class R Certificates
Exhibit B Mortgage Loan Schedule
Exhibit C Reserved
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 Reserved
Exhibit I DTC Letter of Representations
Exhibit J Schedule of Mortgage Loans with Lost Notes
Exhibit K Prepayment Charge Schedule
Exhibit L Form of Servicer's Certification
Exhibit M Form of Trustee's Certification
Exhibit N Appendix E of the Standard & Poor's Glossary For
File
Format For LEVELS(R) Version 5.6 Revised
Exhibit O Specimen of the Policy
<PAGE>
POOLING AND SERVICING AGREEMENT, dated as of ____________, among
NOMURA
ASSET ACCEPTANCE CORPORATION, a Delaware corporation, as
depositor (the
"Depositor"), NOMURA CREDIT & CAPITAL, INC., a Delaware
corporation, as seller
(in such capacity, the "Seller"), [NAME OF SERVICER], as
servicer (the
"Servicer") and [NAME OF TRUSTEE], not in its individual
capacity, but solely as
trustee (the "Trustee").
PRELIMINARY STATEMENT
The Depositor is the owner of the Trust Fund that is hereby
conveyed to
the Trustee in return for the Certificates.
REMIC I
As provided herein, the Trustee will make an election to treat
the
segregated pool of assets consisting of the Mortgage Loans and
certain other
related assets as set forth in the definition of REMIC I (and
exclusive of the
Cap Contract and the Net WAC Reserve Fund) subject to this
Agreement as a real
estate mortgage investment conduit (a "REMIC") for federal
income tax purposes,
and such segregated pool of assets will be designated as "REMIC
I." The Class
R-1 Interest will represent the sole class of "residual
interests" in REMIC I
for purposes of the REMIC Provisions (as defined herein) under
federal income
tax law. The following table irrevocably sets forth the
designation, the
Uncertificated REMIC I Pass-Through Rate, the Initial
Uncertificated Principal
Balance, and solely for purposes of satisfying Treasury
regulation Section
1.860G-1(a)(4)(iii), the "latest possible maturity date" for
each of the REMIC I
Regular Interests. None of the REMIC I Regular Interests will be
certificated.
<TABLE>
<CAPTION>
Initial Uncertificated Uncertificated REMIC I Assumed Final
Maturity
Designation Principal Balance Pass-Through Rate Date(1)
----------- ----------------- ----------------- -------
<S> <C> <C> <C>
LTI-1 $ Variable(2)
LTI-IO-A $ Variable(2)
LTI-IO-B $ Variable(2)
LTI-IO-C $ Variable(2)
LTI-IO-D $ Variable(2)
LTI-IO-E $ Variable(2)
LTI-IO-F $ Variable(2)
LTI-IO-G $ Variable(2)
LTI-IO-H $ Variable(2)
LTI-P $ N/A
</TABLE>
___________________
(1) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the
Treasury
regulations, the Distribution Date in the month following the
maturity
date for the Mortgage Loan with the latest maturity date has
been
designated as the "latest possible maturity date" for each Class
of
Certificates that represents one or more of the "regular
interests" in
REMIC I.
(2) Calculated in accordance with the definition of
"Uncertificated REMIC I
Pass-Through Rate" herein.
REMIC II
As provided herein, the Trustee will elect to treat the
segregated pool
of assets consisting of the REMIC I Regular Interests as a REMIC
for federal
income tax purposes, and such segregated pool of assets will be
designated as
"REMIC II". The Class R-2 Interest will be 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, solely
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 (as
defined herein).
None of the REMIC II Regular Interests will be certificated.
<TABLE>
<CAPTION>
Uncertificated
Initial Uncertificated REMIC II Assumed Final Maturity
Designation Principal Balance Pass-Through Rate Date(1)
----------- ----------------- ----------------- -------
<S> <C> <C>
LTII-AA $ Variable(2)
LTII-A1 $ Variable(2)
LTII-A2 $ Variable(2)
LTII-A3 $ Variable(2)
LTII-A4 $ Variable(2)
LTII-A5A $ Variable(2)
LTII-A5B $ Variable(2)
LTII-A6 $ Variable(2)
LTII-M1 $ Variable(2)
LTII-M2 $ Variable(2)
LTII-M3 $ Variable(2)
LTII-ZZ $ Variable(2)
LTII-IO-A N/A(3) ___%(4)
LTII-IO-B N/A(5) ___%(6)
LTII-P $ 100.00 Variable(2)
</TABLE>
___________________
(1) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the
Treasury
regulations, the Distribution Date in the month following the
maturity
date for the Mortgage Loan with the latest maturity date has
been
designated as the "latest possible maturity date" for each REMIC
II
Regular Interest.
(2) Calculated in accordance with the definition of
"Uncertificated REMIC
II Pass-Through Rate" herein. (3) REMIC II Regular Interest
LTII-IO-A
will not have an Uncertificated Principal Balance, but will
accrue
interest on its Uncertificated Notional Amount, as defined
herein.
(4) REMIC II Regular Interest LTII-IO-A will accrue interest at
a rate of
(i) for the first twelve Distribution Dates, 1.00% and (ii)
thereafter,
0.00%.
(5) REMIC II Regular Interest LTII-IO-B will not have an
Uncertificated
Principal Balance, but will accrue interest on its
Uncertificated
Notional Amount, as defined herein.
(6) REMIC II Regular Interest LTII-IO-B will accrue interest at
a rate of
(i) for the first twenty-four Distribution Dates, ___% and
(ii)
thereafter, 0.00%.
<PAGE>
REMIC III
As provided herein, the Trustee will make an election to treat
the
segregated pool of assets consisting of the REMIC II Regular
Interests as a
REMIC for federal income tax purposes, and such segregated pool
of assets will
be designated as "REMIC III". The Class R-3 Interest will
represent the sole
class of "residual interests" in REMIC III for purposes of the
REMIC Provisions.
The following table irrevocably sets forth the Class
designation, Pass-Through
Rate and Initial Certificate Principal Balance for each Class of
Certificates
that represents one or more of the "regular interests" in REMIC
III created
hereunder:
<TABLE>
<CAPTION>
Initial Certificate Assumed Final Maturity
Class Designation Principal Balance Pass-Through Rate
Date(1)
----------------- ----------------- -----------------
-------
<S> <C> <C> <C>
Class A-1 $ Class A-1 Pass-Through Rate
Class A-2 $ Class A-2 Pass-Through Rate
Class A-3 $ Class A-3 Pass-Through Rate
Class A-4 $ Class A-4 Pass-Through Rate
Class A-5A $ Class A-5A Pass-Through Rate
Class A-5B $ Class A-5B Pass-Through Rate
Class A-6 $ Class A-6 Pass-Through Rate
Class A-IO N/A(2) Class A-IO Pass-Through Rate
Class M-1 $ Class M-1 Pass-Through Rate
Class M-2 $ Class M-2 Pass-Through Rate
Class M-3 $ Class M-3 Pass-Through Rate
Class C $ (3) Class C Pass-Through Rate
Class P $ N/A(4)
</TABLE>
___________________
(1) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the
Treasury
regulations, the Distribution Date in the month following the
maturity
date for the Mortgage Loan with the latest maturity date has
been
designated as the "latest possible maturity date" for each Class
of
Certificates.
(2) The Class A-IO Certificates will accrue interest at the
Class A-IO
Pass-Through Rate on the Certificate Notional Balance of the
Class A-IO
Certificates calculated in accordance with the definition of
"Certificate Notional Balance" herein. The Class A-IO
Certificates will
not be entitled to distributions in respect of principal. For
federal
income tax purposes, the Class A-IO Certificates will not have
a
Notional Amount, but will be entitled to 100% of amounts
distributed on
REMIC II Regular Interest LTII-IO-A and REMIC II Regular
Interest
LTII-IO-B.
(3) The Class C Certificates will not accrue interest on their
Certificate
Principal Balance, but will accrue interest at the Class C
Pass-Through
Rate on the Certificate Notional Balance of the Class C
Certificates
outstanding from time to time which shall equal the aggregate of
the
Uncertificated Principal Balances of the REMIC II Regular
Interests
(other than REMIC II Regular Interest LTII-IO-A, REMIC II
Regular
Interest LTII-IO-B and REMIC II Regular Interest LTII-P). The
Class C
Certificates will not accrue interest on their Certificate
Principal
Balance.
(4) The Class P Certificates are not entitled to distributions
in respect
of interest.
In consideration of the mutual agreements herein contained,
the
Depositor, the Servicer, the Seller 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:
ACCOUNT: Either the Distribution Account or any Custodial
Account.
ACCRUAL PERIOD: With respect to the Certificates (other than the
Class
A-1, Class P and Class R Certificates) and any Distribution
Date, the calendar
month immediately preceding the calendar month in which such
Distribution Date
occurs. With respect to the Class A-1 Certificates and any
Distribution Date,
the period from and including the 25th day of the calendar month
preceding the
calendar month in which such Distribution Date occurs (or with
respect to the
first Accrual Period, the Closing Date) to and including the
24th day of the
calendar month in which such Distribution Date occurs. All
calculations of
interest on the Certificates (other than the Class A-1, Class P
and Class R
Certificates) will be based on a 360-day year consisting of
twelve 30-day
months. All calculations of interest on the Class A-1
Certificates will be made
based on a 360-day year and the actual number of days elapsed in
the related
Accrual Period.
ADJUSTABLE RATE MORTGAGE LOAN: Each of the Mortgage Loans
identified on
the Mortgage Loan Schedule as having a Mortgage Rate that is
subject to
adjustment.
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 Mortgage 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
pursuant to
Section 5.01 or by the Trustee in its capacity as Successor
Servicer pursuant to
Section 5.01.
ADVANCE FACILITY: As defined in Section 5.01(b)(i).
ADVANCE FACILITY NOTICE: As defined in Section 5.01(b)(ii).
ADVANCE FINANCING PERSON: As defined in Section 5.01(b)(i).
ADVANCE REIMBURSEMENT AMOUNT: As defined in Section
5.01(b)(ii).
AGREEMENT: This Pooling and Servicing Agreement and any and
all
amendments or supplements hereto made in accordance with the
terms herein.
AMOUNT HELD FOR FUTURE DISTRIBUTION: As to any Distribution
Date, the
aggregate amount held in the Servicer's Custodial Account at the
close of
business on the immediately preceding Determination Date on
account of (i) all
Scheduled Payments or portions thereof received in respect of
the Mortgage Loans
due after the related Due Period and (ii) Principal Prepayments
and Liquidation
Proceeds received in respect of such Mortgage Loans after the
last day of the
related Prepayment Period.
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.
AUTHORIZED SERVICER REPRESENTATIVE: Any officer of the
Servicer
involved in, or responsible for, the administration and
servicing of the
Mortgage Loans whose name and facsimile signature appear on a
list of servicing
officers furnished to the Trustee by the Servicer on the Closing
Date pursuant
to this Agreement, as such list may from time to time be
amended.
AVAILABLE DISTRIBUTION AMOUNT: The sum of the Interest
Remittance
Amount and Principal Funds with respect to the Mortgage Loans,
exclusive of
amounts pursuant to Section 5.09.
BANKRUPTCY CODE: Title 11 of the United States Code.
BOOK-ENTRY CERTIFICATES: Any of the Certificates that shall
be
registered in the name of the Depository or its nominee, the
ownership of which
is reflected on the books of the Depository or on the books of a
person
maintaining an account with the Depository (directly, as a
"Depository
Participant", or indirectly, as an indirect participant in
accordance with the
rules of the Depository and as described in Section 6.06). As of
the Closing
Date, each Class of Publicly Offered Certificates constitutes a
Class of
Book-Entry Certificates.
BUSINESS DAY: Any day other than (i) a Saturday or a Sunday, or
(ii) a
day on which banking institutions in The City of New York, New
York, the State
of ___________, the State of ___________, the city in which any
Corporate Trust
Office of the Trustee or the Certificate Insurer is located or
the State in
which the Servicer's servicing operations are located are
authorized or
obligated by law or executive order to be closed.
CAP CONTRACT: The cap contract between the Trustee and the
Cap
Provider, for the benefit of the Holders of the Class A-1
Certificates.
CAP PROVIDER: [Name of Cap Provider], or any successor
thereto.
CERTIFICATE: Any one of the certificates of any Class executed
and
authenticated by the Trustee in substantially the forms attached
hereto as
Exhibits A-1 through A-6.
CERTIFICATE INSURER: [Name of Certificate Insurer] or its
successors in
interest.
CERTIFICATE OWNER: With respect to a Book-Entry Certificate, the
Person
that is the beneficial owner of such Book-Entry Certificate.
CERTIFICATE NOTIONAL BALANCE: With respect to the Class A-IO
Certificates and any Distribution Date, the lesser of (a)(i)
$__________, for
each Distribution Date from the Distribution Date in
____________ to and
including the Distribution Date in ___________, (ii)
$___________, for each
Distribution Date from the Distribution Date in ___________ to
and including the
Distribution Date in _____________, (iii) $____________, for
each Distribution
Date from the Distribution Date in ____________ to and including
the
Distribution Date in ______________, (iv) $____________, for the
Distribution
Date in ___________ and the Distribution Date in ____________,
(v)
$____________, for each Distribution Date from and including the
Distribution
Date in ___________ to and including the Distribution Date in
___________, (vi)
$__________ for the Distribution Date in ___________ and the
Distribution Date
in ____________, (vii) $____________ for the Distribution Date
in _____________
and the Distribution Date in ____________, (viii) $____________
for the
Distribution Date in __________________ and (ix) $0, for each
Distribution Date
thereafter and (b) the aggregate Stated Principal Balance of the
Mortgage Loans.
For United States federal income tax purposes, the Class A-IO
Certificates will
not have a Certificate Notional Balance, but will be entitled to
100% of amounts
distributed on REMIC II Regular Interest LTII-IO-A and REMIC II
Regular Interest
LTII-IO-B. With respect to the Class C Certificates, immediately
prior to any
Distribution Date, the aggregate of the Uncertificated Principal
Balances of the
REMIC II Regular Interests (other than REMIC II Regular Interest
LTII-IO-A,
REMIC II Regular Interest LTII-IO-B and REMIC II Regular
Interest LTII-P).
CERTIFICATE PRINCIPAL BALANCE: As to any Certificate (other than
any
Class A-IO, Class C or Class R 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 of such
Certificate
pursuant to Section 5.05(f) less the sum of (i) all amounts
distributed with
respect to such Certificate in reduction of the Certificate
Principal Balance
thereof on previous Distribution Dates pursuant to Section 5.04,
and (ii) with
respect to the Mezzanine Certificates, any reductions in the
Certificate
Principal Balance of such Certificate deemed to have occurred in
connection with
the allocations of Realized Losses, if any; provided, however,
that solely for
purposes of determining the Certificate Insurer's rights as
subrogee to the
Holders of the Insured Certificates, the Certificate Principal
Balance of any
Insured Certificate shall be deemed not to be reduced by any
principal amounts
paid to the Holder thereof from Insurance Payments, unless such
amounts have
been reimbursed to the Certificate Insurer pursuant to paragraph
2 of clause
Third of Section 5.01(a). 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 A-1 CERTIFICATE: Any Certificate designated as a "Class
A-1
Certificate" on the face thereof, in the form of Exhibit A-1
hereto,
representing the right to the Percentage Interest of
distributions provided for
the Class A-1 Certificates as set forth herein and evidencing a
Regular Interest
in REMIC III.
CLASS A-1 PASS-THROUGH RATE: With respect to any Distribution
Date,
One-Month LIBOR plus ____% per annum, subject to a cap equal to
the Net WAC Rate
Cap for such Distribution Date.
CLASS A-2 CERTIFICATE: Any Certificate designated as a "Class
A-2
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 A-2 Certificates as set forth herein and evidencing a
Regular Interest
in REMIC III.
CLASS A-2 PASS-THROUGH RATE: With respect to any Distribution
Date,
____% per annum, subject to a cap equal to the Net WAC Rate Cap
for such
Distribution Date.
CLASS A-3 CERTIFICATE: Any Certificate designated as a "Class
A-3
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 A-3 Certificates as set forth herein and evidencing a
Regular Interest
in REMIC III.
CLASS A-3 PASS-THROUGH RATE: With respect to any Distribution
Date,
____% per annum, subject to a cap equal to the Net WAC Rate Cap
for such
Distribution Date.
CLASS A-4 CERTIFICATE: Any Certificate designated as a "Class
A-4
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 A-4 Certificates as set forth herein and evidencing a
Regular Interest
in REMIC III.
CLASS A-4 PASS-THROUGH RATE: With respect to any Distribution
Date,
_____% per annum, subject to a cap equal to the Net WAC Rate Cap
for such
Distribution Date.
CLASS A-5A CERTIFICATE: Any Certificate designated as a "Class
A-5A
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 A-5A Certificates as set forth herein and evidencing a
Regular
Interest in REMIC III.
CLASS A-5A PASS-THROUGH RATE: Shall mean (i) with respect to
any
Distribution Date which occurs on or prior to the Optional
Termination Date,
_____% per annum and (ii) with respect to each Distribution Date
which occurs
thereafter, _____% per annum, in each case, subject to a cap
equal to the Net
WAC Rate Cap for such Distribution Date.
CLASS A-5B CERTIFICATE: Any Certificate designated as a "Class
A-5B
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 A-5B Certificates as set forth herein and evidencing a
Regular
Interest in REMIC III.
CLASS A-5B PASS-THROUGH RATE: Shall mean (i) with respect to
each
Distribution Date which occurs on or prior to the Optional
Termination Date,
______% per annum and (ii) with respect to each Distribution
Date which occurs
thereafter, _______% per annum, in each case subject to a cap
equal to the Net
WAC Rate Cap for such Distribution Date.
CLASS A-6 CERTIFICATE: Any Certificate designated as a "Class
A-6
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 A-6 Certificates as set forth herein and evidencing a
Regular Interest
in REMIC III.
CLASS A-6 LOCKOUT PRINCIPAL DISTRIBUTION AMOUNT: With respect to
any
Distribution Date, an amount equal to the lesser of (i) the
Senior Principal
Distribution Amount for such Distribution Date and (ii) the
Class A-6 Lockout
Distribution Percentage for such Distribution Date multiplied by
the product of
(x) a fraction, the numerator of which is the Certificate
Principal Balance of
the Class A-6 Certificates and the denominator of which is the
aggregate
Certificate Principal Balance of all of the Senior Certificates,
in each case
immediately prior to such Distribution Date and (y) the Senior
Principal
Distribution Amount for such Distribution Date.
CLASS A-6 LOCKOUT DISTRIBUTION PERCENTAGE: With respect to
each
Distribution Date, the applicable percentage set forth
below:
CLASS A-6
LOCKOUT
DISTRIBUTION
DISTRIBUTION DATES PERCENTAGE
------------------ ----------
CLASS A-6 PASS-THROUGH RATE: Shall mean (i) with respect to
each
Distribution Date which occurs on or prior to the Optional
Termination Date,
____% per annum and (ii) with respect to each Distribution Date
which occurs
thereafter, ____% per annum, in each case subject to a cap equal
to the Net WAC
Rate Cap for such Distribution Date.
CLASS A-IO CERTIFICATE: Any Certificate designated as a "Class
A-IO
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 A-IO Certificates as set forth herein and evidencing a
Regular
Interest in REMIC III.
CLASS A-IO PASS-THROUGH RATE: Shall mean (i) for the first
twelve
Distribution Dates, ____% per annum, subject to a cap equal to
the weighted
average of the Net Mortgage Rates on the Mortgage Loans, (ii)
for the next
twelve Distribution Dates, ____% per annum, subject to a cap
equal to the
weighted average of the Net Mortgage Rates on the Mortgage Loans
and (iii) for
any Distribution Date thereafter, 0.00%. For federal income tax
purposes,
however, the Class A-IO Certificates will not have a Class A-IO
Pass-Through
Rate, and the Interest Distribution Amount for the Class A-IO
Certificates and
any Distribution Date will be deemed to be 100% of the amount
distributed on
REMIC II Regular Interest LTII-IO-A and REMIC II Regular
Interest LTII-IO-B for
such Distribution Date.
CLASS C CERTIFICATE: Any Certificate designated as a "Class
C
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 C Certificates herein and evidencing a Regular
Interest in REMIC III.
CLASS C DISTRIBUTION AMOUNT: With respect to any Distribution
Date, the
sum of (i) the Excess Cap Payment, (ii) the Interest
Distribution Amount for the
Class C Certificates for such Distribution Date and (iii)
any
Overcollateralization Reduction Amount for such Distribution
Date remaining
after payments pursuant to items 1 though 7 of clause THIRD of
Section 5.04;
provided, however that on and after the Distribution Date on
which the
Certificate Principal Balance of the Certificates has been
reduced to zero, the
Class C Distribution Amount shall include the
Overcollateralization Amount.
CLASS C 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
(L) below, and the
denominator of which is the aggregate of the Uncertificated
Principal Balances
of the REMIC II Regular Interests (other than REMIC II Regular
Interest
LTII-IO-A, REMIC II Regular Interest LTII-IO-B and REMIC II
Regular Interest
LTII-P). For purposes of calculating the Pass-Through Rate for
the Class C
Certificates, the numerator is equal to the sum of the following
components:
(A) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular
Interest LTII-AA minus the Marker Rate, applied to an amount
equal to the
Uncertificated Principal Balance of REMIC II Regular Interest
LTII-AA;
(B) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular
Interest LTII-A1 minus the Marker Rate, applied to an amount
equal to the
Uncertificated Principal Balance of REMIC II Regular Interest
LTII-A1;
(C) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular
Interest LTII-A2 minus the Marker Rate, applied to an amount
equal to the
Uncertificated Principal Balance of REMIC II Regular Interest
LTII-A2;
(D) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular
Interest LTII-A3 minus the Marker Rate, applied to an amount
equal to the
Uncertificated Principal Balance of REMIC II Regular Interest
LTII-A3;
(E) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular
Interest LTII-A4 minus the Marker Rate, applied to an amount
equal to the
Uncertificated Principal Balance of REMIC II Regular Interest
LTII-A4;
(F) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular
Interest LTII-A5A minus the Marker Rate, applied to an amount
equal to the
Uncertificated Principal Balance of REMIC II Regular Interest
LTII-A5A;
(G) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular
Interest LTII-A5B minus the Marker Rate, applied to an amount
equal to the
Uncertificated Principal Balance of REMIC II Regular Interest
LTII-A5B;
(H) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular
Interest LTII-A6 minus the Marker Rate, applied to an amount
equal to the
Uncertificated Principal Balance of REMIC II Regular Interest
LTII-A6;
(I) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular
Interest LTII-M1 minus the Marker Rate, applied to an amount
equal to the
Uncertificated Principal Balance of REMIC II Regular Interest
LTII-M1;
(J) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular
Interest LTII-M2 minus the Marker Rate, applied to an amount
equal to the
Uncertificated Principal Balance of REMIC II Regular Interest
LTII-M2;
(K) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular
Interest LTII-M3 minus the Marker Rate, applied to an amount
equal to the
Uncertificated Principal Balance of REMIC II Regular Interest
LTII-M3; and
(L) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular
Interest LTII-ZZ minus the Marker Rate, applied to an amount
equal to the
Uncertificated Principal Balance of REMIC II Regular Interest
LTII-ZZ.
CLASS M-1 CERTIFICATE: Any Certificate designated as a "Class
M-1
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 M-1 Certificates as set forth herein and evidencing a
Regular Interest
in REMIC III.
CLASS M-1 PASS-THROUGH RATE: Shall mean (i) with respect to
each
Distribution Date which occurs on or prior to the Optional
Termination Date,
____% per annum and (ii) with respect to each Distribution Date
which occurs
thereafter, ____% per annum, in each case subject to a cap equal
to the Net WAC
Rate Cap for such Distribution Date.
CLASS M-1 PRINCIPAL DISTRIBUTION AMOUNT: With respect to any
Distribution Date which occurs (i) prior to the Stepdown Date or
on or after the
Stepdown Date if a Trigger Event is in effect for that
Distribution Date, the
Principal Distribution Amount for that Distribution Date
remaining after
distribution of the Senior Principal Distribution Amount or (ii)
on or after the
Stepdown Date if a Trigger Event is not in effect for that
Distribution Date,
the lesser of:
o the Principal Distribution Amount for that Distribution
Date
remaining after distribution of the Senior Principal
Distribution Amount; and
o the excess, if any, of (A) the aggregate Certificate
Principal
Balance of the Class M-1 Certificates immediately prior to
that Distribution Date over (B) the positive difference
between (i) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period
(after reduction for Realized Losses incurred during the
related Prepayment Period) and (ii) the sum of (x) the
aggregate Certificate Principal Balance of the Senior
Certificates (after taking into account the payment of the
Senior Principal Distribution Amount for such Distribution
Date) and (y) the product of (a) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day
of
the related Due Period (after reduction for Realized Losses
incurred during the related Prepayment Period) and (b) the
sum
of ____% and the Required Overcollateralization Percentage.
CLASS M-2 CERTIFICATE: Any Certificate designated as a "Class
M-2
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 M-2 Certificates as set forth herein and evidencing a
Regular Interest
in REMIC III.
CLASS M-2 PASS-THROUGH RATE: Shall mean (i) with respect to
each
Distribution Date which occurs on or prior to the Optional
Termination Date,
____% per annum and (ii) with respect to each Distribution Date
which occurs
thereafter, ____% per annum, in each case subject to a cap equal
to the Net WAC
Rate Cap for such Distribution Date.
CLASS M-2 PRINCIPAL DISTRIBUTION AMOUNT: With respect to any
Distribution Date which occurs (i) prior to the Stepdown Date or
on or after the
Stepdown Date if a Trigger Event is in effect for that
Distribution Date, the
Principal Distribution Amount for that Distribution Date
remaining after
distribution of the Senior Principal Distribution Amount and the
Class M-1
Principal Distribution Amount or (ii) on or after the Stepdown
Date if a Trigger
Event is not in effect for that Distribution Date, the lesser
of:
o the Principal Distribution Amount for that Distribution
Date
remaining after distribution of the Senior Principal
Distribution Amount and the Class M-1 Principal Distribution
Amount; and
o the excess, if any, of (A) the aggregate Certificate
Principal
Balance of the Class M-2 Certificates immediately prior to
that Distribution Date over (B) the positive difference
between (i) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period
(after reduction for Realized Losses incurred during the
related Prepayment Period) and (ii) the sum of (x) the
aggregate Certificate Principal Balance of the Senior
Certificates and the Class M-1 Certificates (after taking
into
account the payment of the Senior Principal Distribution
Amount and the Class M-1 Principal Distribution Amount for
such Distribution Date) and (y) the product of (a) the
aggregate Stated Principal Balance of the Mortgage Loans as
of
the last day of the related Due Period (after reduction for
Realized Losses incurred during the related Prepayment
Period)
and (b) the sum of ____% and the Required
Overcollateralization Percentage.
CLASS M-3 CERTIFICATE: Any Certificate designated as a "Class
M-3
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 M-3 Certificates as set forth herein and evidencing a
Regular Interest
in REMIC III.
CLASS M-3 PASS-THROUGH RATE: Shall mean (i) with respect to
each
Distribution Date which occurs on or prior to the Optional
Termination Date,
____% per annum and (ii) with respect to each Distribution Date
which occurs
thereafter, ____% per annum, in each case subject to a cap equal
to the Net WAC
Rate Cap for such Distribution Date.
CLASS M-3 PRINCIPAL DISTRIBUTION AMOUNT: With respect to any
Distribution Date which occurs (i) prior to the Stepdown Date or
on or after the
Stepdown Date if a Trigger Event is in effect for that
Distribution Date, the
Principal Distribution Amount for that Distribution Date
remaining after
distribution of the Senior Principal Distribution Amount, the
Class M-1
Principal Distribution Amount and the Class M-2 Principal
Distribution Amount or
(ii) on or after the Stepdown Date if a Trigger Event is not in
effect for that
Distribution Date, the lesser of:
o the Principal Distribution Amount for that Distribution
Date
remaining after distribution of the Senior Principal
Distribution Amount, the Class M-1 Principal Distribution
Amount and the Class M-2 Principal Distribution Amount; and
o the excess, if any, of (A) the aggregate Certificate
Principal
Balance of the Class M-3 Certificates immediately prior to
that Distribution Date over (B) the positive difference
between (i) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period
(after reduction for Realized Losses incurred during the
related Prepayment Period) and (ii) the sum of (x) the
aggregate Certificate Principal Balance of the Senior
Certificates, the Class M-1 Certificates and the Class M-2
Certificates (after taking into account the payment of the
Senior Principal Distribution Amount, the Class M-1
Principal
Distribution Amount and the Class M-2 Principal Distribution
Amount for such Distribution Date) and (y) the product of
(a)
the aggregate Stated Principal Balance of the Mortgage Loans
as of the last day of the related Due Period (after
reduction
for Realized Losses incurred during the related Prepayment
Period) and (b) the Required Overcollateralization
Percentage.
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 a
Regular Interest
in REMIC III.
CLASS P CERTIFICATE ACCOUNT: The Eligible Account established
and
maintained by the Trustee pursuant to Section 5.09.
CLASS R CERTIFICATE: Any Certificate designated a "Class R
Certificate"
on the face thereof, in substantially the form set forth in
Exhibit A-6 hereto,
evidencing the Class R-1 Interest, Class R-2 Interest and Class
R-3 Interest.
CLASS R-1 INTEREST: The uncertificated residual interest in
REMIC I.
CLASS R-2 INTEREST: The uncertificated residual interest in
REMIC II.
CLASS R-3 INTEREST: The uncertificated residual interest in
REMIC III.
CLOSING DATE: November 30, 2004.
CODE: The Internal Revenue Code of 1986, including any successor
or
amendatory provisions.
COMPENSATING INTEREST: An amount to be deposited in the
Distribution
Account by the Servicer to offset a Prepayment Interest
Shortfall on a Mortgage
Loan subject to this Agreement; provided, however that the
amount of
Compensating Interest required to be paid in respect of any
Mortgage Loan shall
not exceed the Servicing Fee payable to the Servicer.
CORPORATE TRUST OFFICE: The designated office of the Trustee
where at
any particular time its corporate trust business with respect to
this Agreement
shall be administered, which office at the date of the execution
of this
Agreement for purposes of transfer and exchange and of
presentment and surrender
of the Certificates and for payment thereof is located at
[Address], Attention:
Nomura Asset Acceptance Corporation, Alternative Loan Trust,
Series ____-____,
and for all other purposes is located at [Address] Attention:
Nomura Asset
Acceptance Corporation, Alternative Loan Trust, Series ____-____
or at such
other address as the Trustee may designate from time to
time.
CORRESPONDING CERTIFICATE: With respect to:
(i) REMIC II Regular Interest LTII-A1, the Class A-1
Certificates,
(ii) REMIC II Regular Interest LTII-A2, the Class A-2
Certificates;
(iii) REMIC II Regular Interest LTII-A3, the Class A-3
Certificates;
(iv) REMIC II Regular Interest LTII-A4, the Class A-4
Certificates;
(v) REMIC II Regular Interest LTII-A5A, the Class A-5A
Certificates;
(vi) REMIC II Regular Interest LTII-A5B, the Class A-5B
Certificates;
(vii) REMIC II Regular Interest LTII-A6, the Class A-6
Certificates;
(viii) REMIC II Regular Interest LTII-M1, the Class M-1
Certificates;
(ix) REMIC II Regular Interest LTII-M2, the Class M-2
Certificates;
(x) REMIC II Regular Interest LTII-M3, the Class M-3
Certificates; and
(xi) REMIC II Regular Interest LTII-P, the Class P
Certificates.
CREDIT ENHANCEMENT PERCENTAGE: With respect to any Distribution
Date
and any Class of Publicly Offered Certificates, the percentage
obtained by
dividing (x) the sum of (i) the aggregate Certificate Principal
Balance of the
Class or Classes of Publicly Offered Certificates subordinate
thereto and (ii)
the Overcollateralization Amount by (y) the aggregate Stated
Principal Balance
of the Mortgage Loans, calculated after taking into account
distributions of
principal on the Mortgage Loans and distribution of the
Principal Distribution
Amount to the holders of the Certificates then entitled to
distributions of
principal on such Distribution Date.
CREDIT RISK MANAGEMENT AGREEMENT: The agreement between the
Credit Risk
Manager and the Servicer, 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 Seller pursuant to
Section
4.07(a)(vii) and 4.08(b).
CREDIT RISK MANAGEMENT FEE RATE: _____% per annum.
CREDIT RISK MANAGER: The Murrayhill Company, a Colorado
corporation.
CUSTODIAL ACCOUNT: Each account established and maintained by
the
Servicer with respect to receipts on the Mortgage Loans and
related REO Property
in accordance with Section 4.01.
CUSTODIAL AGREEMENT: The Custodial Agreement dated as of
_____________
among the Custodian, the Servicer and the Trustee.
CUSTODIAN: [Name of Custodian], a national banking
association.
CUT-OFF DATE: ____________.
CUT-OFF DATE PRINCIPAL BALANCE: As to any Mortgage Loan, the
unpaid
principal balance thereof as of the close of business on the
Cut-off Date after
application of all Principal Prepayments received prior to the
Cut-off Date and
scheduled payments of principal due on or before the Cut-off
Date, whether or
not received, but without giving effect to any installments of
principal
received in respect of Due Dates after the Cut-off Date.
DEBT SERVICE REDUCTION: With respect to any Mortgage Loan, a
reduction
by a court of competent jurisdiction in a proceeding under the
Bankruptcy Code
in the Scheduled Payment for such Mortgage Loan that became
final and
non-appealable, except such a reduction resulting from a
Deficient Valuation or
any other reduction that results in a permanent forgiveness of
principal.
DEFICIENT VALUATION: With respect to any Mortgage Loan, a
valuation by
a court of competent jurisdiction of the Mortgaged Property in
an amount less
than the then outstanding indebtedness under such Mortgage Loan,
or any
reduction in the amount of principal to be paid in connection
with any Scheduled
Payment that results in a permanent forgiveness of principal,
which valuation or
reduction results from an order of such court that is final and
non-appealable
in a proceeding under the Bankruptcy Code.
DEFINITIVE CERTIFICATES: As defined in Section 6.06.
DELETED MORTGAGE LOAN: A Mortgage Loan replaced or to be
replaced by a
Replacement Mortgage Loan.
DELINQUENT: A Mortgage Loan is "delinquent" if any payment due
thereon
is not made pursuant to the terms of such Mortgage Loan by the
close of business
on the day such payment is scheduled to be due. A Mortgage Loan
is "30 days
delinquent" if such payment has not been received by the close
of business on
the corresponding day of the month immediately succeeding the
month in which
such payment was due, or, if there is no such corresponding day
(e.g., as when a
30-day month follows a 31-day month in which a payment was due
on the 31st day
of such month), then on the last day of such immediately
succeeding month.
Similarly for "60 days delinquent," "90 days delinquent" and so
on.
DENOMINATION: With respect to each Certificate, the amount set
forth on
the face thereof as the "Initial Certificate Principal Balance
of this
Certificate".
DEPOSITOR: Nomura Asset Acceptance Corporation, a Delaware
corporation,
or its successor in interest.
DEPOSITORY: The initial Depository shall be The Depository
Trust
Company ("DTC"), the nominee of which is Cede & Co., or any
other organization
registered as a "clearing agency" pursuant to Section 17A of the
Securities
Exchange Act of 1934, as amended. The Depository shall initially
be the
registered Holder of the Book-Entry Certificates. The Depository
shall at all
times be a "clearing corporation" as defined in Section
8-102(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
15th day
of the month of such Distribution Date or, if such 15th day is
not a Business
Day, the immediately preceding Business Day.
DISTRIBUTION ACCOUNT: The separate Eligible Account created
and
maintained by the Trustee pursuant to Section 4.06 in the name
of the Trustee
for the benefit of the Certificateholders and designated "[Name
of Trustee], in
trust for registered holders of Nomura Asset Acceptance
Corporation, Asset
Backed Pass-Through Certificates, Series ____-____". Funds in
the Distribution
Account shall be held in trust for the Certificateholders for
the uses and
purposes set forth in this Agreement.
DISTRIBUTION DATE: The 25th day of each calendar month after
the
initial issuance of the Certificates, or if such 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: For any Distribution Date, the period from the
second day
of the calendar month preceding the calendar month in which such
Distribution
Date occurs through the close of business on the first day of
the calendar month
in which such Distribution Date occurs.
ELIGIBLE ACCOUNT: Any of (i) an account or accounts maintained
with a
federal or state chartered depository institution or trust
company, the
long-term unsecured debt obligations and short-term unsecured
debt obligations
of which are rated by each Rating Agency in one of its two
highest long-term and
its highest short-term rating categories respectively, at the
time any amounts
are held on deposit therein, or (ii) an account or accounts in a
depository
institution or trust company in which such accounts are insured
by the FDIC (to
the limits established by the FDIC) and the uninsured deposits
in which accounts
are otherwise secured such that, as evidenced by an Opinion of
Counsel delivered
to the Trustee and to each Rating Agency, the Certificateholders
have a claim
with respect to the funds in such account or a perfected first
priority security
interest against any collateral (which shall be limited to
Permitted
Investments) securing such funds that is superior to claims of
any other
depositors or creditors of the depository institution or trust
company in which
such account is maintained, or (iii) a segregated, non-interest
bearing trust
account or accounts maintained with the corporate trust
department of a federal
or state chartered depository institution or trust company
having capital and
surplus of not less than $50,000,000, acting in its fiduciary
capacity or (iv)
any other account acceptable to the Rating Agencies as evidenced
in writing by
the Rating Agencies. Eligible Accounts may bear interest, and
may include, if
otherwise qualified under this definition, accounts maintained
with the Trustee.
ESCROW ACCOUNT: Shall mean an account maintained by the
Servicer
pursuant to Section 4.04. The 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 C, Class P and
Residual
Certificates.
EXCESS CAP PAYMENT: With respect to any Distribution Date, the
excess,
if any, of (1) the cap payments made by the Cap Provider under
the Cap Contract
with respect to the Class A-1 Certificates over (2) the amount
of the unpaid Net
WAC Rate Carryover Amounts attributable to the Class A-1
Certificates for such
Distribution Date.
EXCESS LIQUIDATION PROCEEDS: To the extent not required by law
to be
paid to the related Mortgagor, the excess, if any, of any
Liquidation Proceeds
with respect to a Mortgage Loan over the Stated Principal
Balance of such
Mortgage Loan and accrued and unpaid interest at the related
Mortgage Rate
through the last day of the month in which the Mortgage Loan has
been
liquidated.
EXEMPTION: Prohibited Transaction Exemption 93-32, as amended
from time
to time.
EXTRA PRINCIPAL DISTRIBUTION AMOUNT: With respect to any
Distribution
Date, the lesser of (x) the Net Monthly Excess Cashflow for such
Distribution
Date and (y) the Overcollateralization Increase Amount for such
Distribution
Date.
FANNIE MAE: Fannie Mae (formerly, Federal National Mortgage
Association), or any successor thereto.
FDIC: The Federal Deposit Insurance Corporation, or any
successor
thereto.
FINAL RECOVERY DETERMINATION: With respect to any defaulted
Mortgage
Loan or any REO Property (other than a Mortgage Loan or REO
Property purchased
by the Seller, the Depositor or the Terminator 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.
FIRREA: The Financial Institutions Reform, Recovery, and
Enforcement
Act of 1989, as amended.
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.
GUARANTEED DISTRIBUTION: Shall mean, with respect to the Class
A-4,
Class A-5A and Class A-6 Certificates as of any Distribution
Date, the
distribution to be made to the holders of the Class A-4, Class
A-5A and any
Class A-6 Certificates in an aggregate amount equal to the sum
of, (i) any
shortfalls in amounts available to pay interest for the related
Interest Accrual
Period on the Certificate Principal Balance of the Class A-4,
Class A-5A and
Class A-6 Certificates at the related Pass-Through Rate, net of
(a) any
Prepayment Interest Shortfalls allocated to the Class A-4, Class
A-5A and Class
A-6 Certificates, and (b) any interest shortfalls resulting from
the application
of the Relief Act allocated to the Class A- 4, Class A-5A or
Class A-6
Certificates and (ii) the Certificate Principal Balance of the
Class A-4, Class
A-5A and Class A-6 Certificates to the extent unpaid on the
applicable last
scheduled Distribution Date. A Guaranteed Distribution will not
include any Net
WAC Rate Carryover Amounts.
INDEMNIFIED PERSONS: The Trustee, the Servicer (including any
successor
servicer), 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, One-Year LIBOR or
One-Year CMT.
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 ACCOUNT: The account established pursuant to Section
12.02(b)
hereof.
INSURANCE PAYMENT: Any payment made by the Certificate Insurer
with
respect to any Insured Certificates under the Policy.
INSURANCE POLICY: With respect to any Mortgage Loan included in
the
Trust Fund, any insurance policy, including all riders and
endorsements thereto
in effect with respect to such Mortgage Loan, including any
replacement policy
or policies for any Insurance Policies.
INSURANCE PROCEEDS: Proceeds paid in respect of the Mortgage
Loans
pursuant to any Insurance Policy or any other insurance policy
covering a
Mortgage Loan, to the extent such proceeds are payable to the
mortgagee under
the Mortgage, the Servicer or the trustee under the deed of
trust and are not
applied to the restoration of the related Mortgaged Property or
released to the
Mortgagor in accordance with the servicing standard set forth in
Section 3.01
hereof, other than any amount included in such Insurance
Proceeds in respect of
Insured Expenses.
INSURED CERTIFICATES: The Class A-4, Class A-5A and Class
A-6
Certificates.
INSURED EXPENSES: Expenses covered by any Insurance Policy with
respect
to the Mortgage Loans.
INSURER DEFAULT: The existence and continuance of any failure by
the
Certificate Insurer to make a payment required under the Policy
in accordance
with its terms.
INSURER PREMIUM: With respect to the Insured Certificates, the
premium
payable to the Certificate Insurer on each Distribution Date in
an amount equal
to one-twelfth of the product of the Insurer Premium Rate and
the aggregate
Certificate Principal Balance of the Insured Certificates
immediately prior to
such Distribution Date.
INSURER PREMIUM RATE: The per annum rate specified in the
Policy.
INTEREST CARRY FORWARD AMOUNT: With respect to any Class of
Certificates (other than the Class P Certificates and Class R
Certificates) and
any Distribution Date, the amount, if any, by which the Interest
Distribution
Amount for that Class of Certificates for the immediately
preceding Distribution
Date exceeded the actual amount distributed on such Class in
respect of interest
on the immediately preceding Distribution Date, together with
any Interest Carry
Forward Amount with respect to such Class remaining unpaid from
the previous
Distribution Date.
INTEREST DETERMINATION DATE: Shall mean the second LIBOR
Business Day
preceding the commencement of each Accrual Period.
INTEREST DISTRIBUTION AMOUNT: With respect to any Class of
Certificates
(other than the Class P Certificates and Class R Certificates)
and any
Distribution Date, an amount equal to the interest accrued
during the related
Accrual Period at the applicable Pass-Through Rate on the
Certificate Principal
Balance (or Certificate Notional Balance) of such Certificate
immediately prior
to such Distribution Date less such Certificate's share of any
Net Interest
Shortfall and the interest portion of any Realized Losses on the
Mortgage Loans
allocated to such Certificate pursuant to Section 1.02. The
Interest
Distribution Amount with respect to each class of Certificates
(other than the
Class A-1 Certificates) is calculated on the basis of a 360-day
year consisting
of twelve 30-day months. The Interest Distribution Amount with
respect to the
Class A-1 Certificates is calculated on the basis of a 360-day
year and the
actual number of days elapsed in the related Accrual Period. No
Interest
Distribution Amount will be payable with respect to any Class of
Certificates
after the Distribution Date on which the outstanding Certificate
Principal
Balance of such Certificate has been reduced to zero.
INTEREST REMITTANCE AMOUNT: With respect to any Distribution
Date, that
portion of the Available Distribution Amount for such
Distribution Date
generally equal to (i) the sum, without duplication, of (a) all
scheduled
interest during the related Due Period with respect to the
Mortgage Loans less
the Servicing Fee, the Credit Risk Management Fee and the fee
payable to any
provider of lender-paid mortgage insurance, if any, (b) all
Advances relating to
interest with respect to the Mortgage Loans made on or prior to
the related
Remittance Date, (c) all Compensating Interest with respect to
the Mortgage
Loans and required to be remitted by the Servicer pursuant to
this Agreement
with respect to such Distribution Date, (d) Liquidation Proceeds
and Subsequent
Recoveries with respect to the Mortgage Loans collected during
the related
Prepayment Period (to the extent such Liquidation Proceeds and
Subsequent
Recoveries relate to interest), (e) all amounts relating to
interest with
respect to each Mortgage Loan repurchased by the Seller pursuant
to Sections
2.02 and 2.03 and (f) all amounts in respect of interest paid by
the Terminator
pursuant to Section 10.01 to the extent remitted by the Servicer
to the
Distribution Account pursuant to this Agreement minus (ii) all
amounts required
to be reimbursed pursuant to Sections 4.02, 4.04, 4.06, 4.07 and
9.05 or as
otherwise set forth in this Agreement.
INTEREST SHORTFALL: With respect to any Distribution Date,
the
aggregate shortfall, if any, in collections of interest
(adjusted to the related
Net Mortgage Rates) on Mortgage Loans resulting from (a)
Principal Prepayments
in full received during the related Prepayment Period, (b)
partial Principal
Prepayments received during the related Prepayment Period to the
extent applied
prior to the Due Date in the month of the Distribution Date and
(c) interest
payments on certain of the Mortgage Loans being limited pursuant
to the
provisions of the Relief Act.
LAST SCHEDULED DISTRIBUTION DATE: With respect to the
Certificates
(other than the Class A-IO Certificates), the Distribution Date
in ___________
and with respect to the Class A-IO Certificates, the
Distribution Date in
_____________.
LATE PAYMENT RATE: With respect to the Insured Certificates, as
defined
in the Policy.
LATEST POSSIBLE MATURITY DATE: The Distribution Date following
the
final scheduled maturity date of the Mortgage Loan in the Trust
Fund having the
latest scheduled maturity date as of the Cut-off Date. For
purposes of the
Treasury Regulations under Code section 860A through 860G, the
latest possible
maturity date of each regular interest issued by REMIC I, REMIC
II and REMIC III
shall be the Latest Possible Maturity Date.
LIBOR BUSINESS DAY: Shall mean a day on which banks are open
for
dealing in foreign currency and exchange in London.
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 has certified in the
related Prepayment
Period that it has received all amounts it expects to receive in
connection with
such liquidation.
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-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 C CERTIFICATEHOLDER: The Holder of a 50.01% or
greater
Percentage Interest in the Class C Certificates.
MARKER RATE: With respect to the Class C Certificates and
any
Distribution Date, a per annum rate equal to two (2) times the
weighted average
of the Uncertificated REMIC II Pass-Through Rates for REMIC II
Regular Interest
LTII-A1, REMIC II Regular Interest LTII-A2, REMIC II Regular
Interest LTII-A3,
REMIC II Regular Interest LTII-A4, REMIC II Regular Interest
LTII-A5A, REMIC II
Regular Interest LTII-A5B, REMIC II Regular Interest LTII-A6,
REMIC II Regular
Interest LTII-M1, REMIC II Regular Interest LTII-M2, REMIC II
Regular Interest
LTII-M3 and REMIC II Regular Interest LTII-ZZ, with the rate on
REMIC II Regular
Interest LTII-A1 subject to a cap equal to the lesser of (x)
One-Month LIBOR
plus ____% per annum and (y) the Net WAC Rate Cap for the
purpose of this
calculation; with the rate on REMIC II Regular Interest LTII-A2
subject to a cap
equal to the lesser of (x) ____% per annum and (y) the Net WAC
Rate Cap for the
purpose of this calculation; with the rate on REMIC II Regular
Interest LTII-A3
subject to a cap equal to the lesser of (x) ____% per annum and
(y) the Net WAC
Rate Cap for the purpose of this calculation; with the rate on
REMIC II Regular
Interest LTII-A4 subject to a cap equal to the lesser of (x)
____% per annum and
(y) the Net WAC Rate Cap for the purpose of this calculation;
with the rate on
REMIC II Regular Interest LTII-A5A subject to a cap equal to the
lesser of (A)
in the case of any Distribution Date up to and including the
Optional
Termination Date, the lesser of (x) ____% per annum and (y) the
Net WAC Rate Cap
and (B) in the case of any Distribution Date after the Optional
Termination
Date, the lesser of (x) ____% per annum and (y) the Net WAC Rate
Cap for the
purpose of this calculation; with the rate on REMIC II Regular
Interest LTII-A5B
subject to a cap equal to (A) in the case of any Distribution
Date up to and
including the Optional Termination Date, the lesser of (x) ____%
per annum and
(y) the Net WAC Rate Cap and (B) in the case of any Distribution
Date after the
Optional Termination Date, the lesser of (x) ____% per annum and
(y) the Net WAC
Rate Cap for the purpose of this calculation; with the rate on
REMIC II Regular
Interest LTII-A6 subject to a cap equal to (A) in the case of
any Distribution
Date up to and including the Optional Termination Date, the
lesser of (x) ____%
per annum and (y) the Net WAC Rate Cap and (B) in the case of
any Distribution
Date after the Optional Termination Date, the lesser of (x)
____% per annum and
(y) the Net WAC Rate Cap for the purpose of this calculation;
with the rate on
REMIC II Regular Interest LTII-M1 subject to a cap equal to (A)
in the case of
any Distribution Date up to and including the Optional
Termination Date, the
lesser of (x) ____% per annum and (y) the Net WAC Rate Cap and
(B) in the case
of any Distribution Date after the Optional Termination Date,
the lesser of (x)
____% per annum and (y) the Net WAC Rate Cap for the purpose of
this
calculation; with the rate on REMIC II Regular Interest LTII-M2
subject to a cap
equal to (A) in the case of any Distribution Date up to and
including the
Optional Termination Date, the lesser of (x) ____% per annum and
(y) the Net WAC
Rate Cap and (B) in the case of any Distribution Date after the
Optional
Termination Date, the lesser of (x) _____% per annum and (y) the
Net WAC Rate
Cap for the purpose of this calculation; with the rate on REMIC
II Regular
Interest LTII-M3 subject to a cap equal to (A) in the case of
any Distribution
Date up to and including the Optional Termination Date, the
lesser of (x)
______% per annum and (y) the Net WAC Rate Cap and (B) in the
case of any
Distribution Date after the Optional Termination Date, the
lesser of (x) _____%
per annum and (y) the Net WAC Rate Cap for the purpose of this
calculation; and
with the rate on REMIC II Regular Interest LTII-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 REMIC II Regular Interest LTII-A1 shall be
multiplied by a
fraction, the numerator of which is the actual number of days in
the Accrual
Period and the denominator of which is 30.
MAXIMUM MORTGAGE INTEREST RATE: With respect to each Adjustable
Rate
Mortgage Loan, the percentage set forth in the related Mortgage
Note as the
maximum Mortgage Rate thereunder.
MERS: Mortgage Electronic Registration Systems, Inc., a
corporation
organized and existing under the laws of the State of Delaware,
or any successor
thereto.
MERS(R) SYSTEM: The system of recording transfers of
Mortgages
electronically maintained by MERS.
MEZZANINE CERTIFICATES: Shall mean, collectively, the Class M-1,
Class
M-2 and Class M-3 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.
MOM LOAN: Any Mortgage Loan as to which MERS is acting as the
mortgagee
of such Mortgage Loan, solely as nominee for the originator of
such Mortgage
Loan and its successors and assigns, at the origination
thereof.
MONTHLY STATEMENT: The statement delivered to the
Certificateholders
pursuant to Section 5.06.
MOODY'S: Moody's Investors Service, Inc. or its successor in
interest.
MORTGAGE: The mortgage, deed of trust or other instrument
creating a
first lien on or first priority ownership interest in an estate
in fee simple in
real property securing a Mortgage Note.
MORTGAGE FILE: The Mortgage Loan Documents pertaining to a
particular
Mortgage Loan.
MORTGAGE LOAN DOCUMENTS: As defined in Section 2.01.
MORTGAGE LOANS: Such of the Mortgage Loans transferred and
assigned to
the Trustee pursuant to the provisions hereof, as from time to
time are held as
a part of the Trust Fund (including any REO Property), the
mortgage loans so
held being identified in the Mortgage Loan Schedule,
notwithstanding foreclosure
or other acquisition of title of the related Mortgaged
Property.
MORTGAGE LOAN PURCHASE AGREEMENT: The Mortgage Loan Purchase
Agreement
dated as of ________________, between the Seller, 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 to reflect the deletion of Deleted
Mortgage Loans
and the addition of Replacement Mortgage Loans pursuant to the
provisions of
this Agreement) transferred to the Trustee as part of the Trust
Fund and from
time to time subject to this Agreement, the initial Mortgage
Loan Schedule being
attached hereto as Exhibit B-1, setting forth the following
information with
respect to each Mortgage Loan:
(i) the loan number;
(ii) the Mortgage Rate in effect as of the Cut-off Date;
(iii) the Servicing Fee Rate;
(iv) the Net Mortgage Rate in effect as of the Cut-off
Date;
(v) the maturity date;
(vi) the original principal balance;
(vii) the Cut-off Date Principal Balance;
(viii) the original term;
(ix) the remaining term;
(x) the property type;
(xi) with respect to each MOM Loan, the related MIN;
(xii) the Servicer;
(xiii) a code indicating whether the Mortgage Loan is
subject to a Prepayment Charge, the term of such
Prepayment Charge and the amount of such Prepayment
Charge;
(xiv) with respect to each Adjustable Rate Mortgage Loan,
the Maximum Mortgage Interest Rate under the terms of
the Mortgage Note;
(xv) with respect to each Adjustable Rate Mortgage Loan,
the Minimum Mortgage Interest Rate under the terms of
the Mortgage Note;
(xvi) with respect to each Adjustable Rate Mortgage Loan,
the Periodic Rate Cap;
(xvii) with respect to each Adjustable Rate Mortgage Loan,
the first Adjustment Date immediately following the
Cut-off Date; and
(xviii) with respect to each Adjustable Rate Mortgage Loan,
the Index.
Such schedule shall also set forth the aggregate Cut-off Date
Principal Balance
for all of the Mortgage Loans.
MORTGAGE NOTE: The original executed note or other evidence
of
indebtedness of a Mortgagor under a Mortgage Loan.
MORTGAGE RATE: The annual rate of interest borne by a Mortgage
Note,
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
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
Interest 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 Interest 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.
MORTGAGE RATE: The annual rate of interest borne by a Mortgage
Note.
MORTGAGED PROPERTY: The underlying property securing a Mortgage
Loan.
MORTGAGOR: The obligors on a Mortgage Note.
NET INTEREST SHORTFALLS: Shall mean Interest Shortfalls net of
payments
by the Servicer in respect of Compensating Interest.
NET MONTHLY EXCESS CASHFLOW: With respect to any Distribution
Date, the
sum of (a) any Overcollateralization Reduction Amount and (b)
the excess of (x)
the Available Distribution Amount for such Distribution Date
over (y) the sum
for such Distribution Date of (A) the aggregate amount of Senior
Interest
Distribution Amounts payable to the Senior Certificates and the
Interest
Distribution Amounts payable to the Mezzanine Certificates, (B)
the Principal
Remittance Amount and (C) the Insurer Premium payable to the
Certificate
Insurer.
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 WAC RATE CAP: With respect to the Senior Certificates (other
than
the Class A-IO Certificates) and the Mezzanine Certificates, (i)
from and
including the Distribution Date in ___________ through and
including the
Distribution Date in __________, (a) the weighted average of the
Net Mortgage
Rates of the Mortgage Loans, weighted based on their Stated
Principal Balances
as of the first day of the calendar month preceding the month in
which the
Distribution Date occurs minus ___% per annum and, with respect
to the Insured
Certificates, minus the Insurer Premium Rate times (b) a
fraction, the numerator
of which is the Certificate Notional Balance of the Class A-IO
Certificates and
the denominator of which is the aggregate Stated Principal
Balance of the
Mortgage Loans as of the first day of the calendar month
preceding the month in
which the Distribution Date occurs, (ii) from and including the
Distribution
Date in ___________ through and including the Distribution Date
in ___________,
(a) the weighted average of the Net Mortgage Rates of the
Mortgage Loans,
weighted based on their Stated Principal Balances as of the
first day of the
calendar month preceding the month in which the Distribution
Date occurs minus
____% per annum and, with respect to the Insured Certificates,
minus the Insurer
Premium Rate times (b) a fraction, the numerator of which is the
Certificate
Notional Balance of the Class A-IO Certificates and the
denominator of which is
the aggregate Stated Principal Balance of the Mortgage Loans as
of the first day
of the calendar month preceding the month in which the
Distribution Date occurs
and (iii) thereafter, the weighted average of the Net Mortgage
Rates of the
Mortgage Loans, weighted based on their Stated Principal
Balances as of the
first day of the calendar month preceding the month in which the
Distribution
Date occurs minus, with respect to the Insured Certificates, the
Insurer Premium
Rate; provided that the Net WAC Rate Cap with respect to the
Class A-1
Certificates shall be multiplied by a fraction, the numerator of
which is 30 and
the denominator of which is the actual number of days in the
Accrual Period.
For federal income tax purposes, the Net WAC Rate Cap, with
respect to
any Distribution Date, shall be expressed as the weighted
average of the
Uncertificated REMIC II Pass-Through Rates on each REMIC II
Regular Interest
(other than REMIC II Regular Interest LTII-IO-A and REMIC II
Regular Interest
LTII-IO-B) weighted on the basis of the Uncertificated Principal
Balance of the
REMIC II Regular Interests and, with respect to the Insured
Certificates, minus
the Insurer Premium Rate.
NET WAC RATE CARRYOVER AMOUNT: With respect the Senior
Certificates
(other than the Class A-IO Certificates) and the Mezzanine
Certificates and any
Distribution Date on which the related Pass-Through Rate is
reduced by the Net
WAC Rate Cap, an amount equal to the sum of (i) the excess of
(x) the amount of
interest such Class would have been entitled to receive on such
Distribution
Date if the Pass-Through Rate applicable to such Class would not
have been
reduced by the Net WAC Rate Cap on such Distribution Date over
(y) the amount of
interest paid on such Distribution Date plus (ii) the related
Net WAC Rate
Carryover Amount for the previous Distribution Date not
previously distributed.
NET WAC RESERVE FUND: Shall mean the segregated non-interest
bearing
trust account created and maintained by the Trustee pursuant to
Section 5.10
hereof.
NON-BOOK-ENTRY CERTIFICATE: Any Certificate other than a
Book-Entry
Certificate.
NONRECOVERABLE ADVANCE: Any portion of an Advance or Servicing
Advance
previously made or proposed to be made by the Servicer pursuant
to this
Agreement or the Trustee as Successor Servicer, that, in the
good faith judgment
of the Servicer or the Trustee as Successor Servicer, will not
or, in the case
of a proposed Advance or Servicing Advance, would not, be
ultimately recoverable
by it from the related Mortgagor, related Liquidation Proceeds,
Insurance
Proceeds or otherwise.
OFFICER'S CERTIFICATE: A certificate (i) signed by the Chairman
of the
Board, the Vice Chairman of the Board, the President, a Vice
President (however
denominated), an Assistant Vice President, the Treasurer, the
Secretary, or one
of the assistant treasurers or assistant secretaries of the
Depositor or the
Trustee (or any other officer customarily performing functions
similar to those
performed by any of the above designated officers and also to
whom, with respect
to a particular matter, such matter is referred because of such
officer's
knowledge of and familiarity with a particular subject) or (ii),
if provided for
in this Agreement, signed by a Authorized Servicer
Representative, as the case
may be, and delivered to the Depositor, the Seller 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 Trustee 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
Trustee), One-Month
LIBOR for the applicable Accrual Period will be the Reference
Bank Rate. If no
such quotations can be obtained by the Trustee 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 Trustee and the Trustee's calculation
of the rate of
interest applicable to the Class A-1 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.
ONE-YEAR CMT: The weekly average yield on United States
Treasury
Securities adjusted to a constant maturity of one year, as
published in the
Federal Reserve Statistical Release H.15(519) as most recently
announced as of a
date 45 days prior to such Adjustment Date.
ONE-YEAR LIBOR: The per annum rate equal to the average of
interbank
offered rates for one-year U.S. dollar-denominated deposits in
the London market
based on quotations of major banks as published in The Wall
Street Journal and
are most recently available as of the time specified in the
related Mortgage
Note.
OPINION OF COUNSEL: A written opinion of counsel, who may be
counsel
for the Seller, 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 Seller, Depositor
and the
Servicer, (ii) not have any direct financial interest in the
Seller, Depositor
or the Servicer or in any affiliate of either, and (iii) not be
connected with
the Seller, Depositor or the Servicer as an officer, employee,
promoter,
underwriter, trustee, partner, director or person performing
similar functions.
OPTIONAL TERMINATION: The termination of the Trust Fund
created
hereunder as a result of the purchase of all of the Mortgage
Loans and any REO
Property pursuant to the last sentence of Section 10.01.
OPTIONAL TERMINATION DATE: The first Distribution Date on which
the
Trust Fund may be terminated at the option of the Terminator 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 Trustee or
delivered to the Trustee for cancellation; and
(b) Certificates in exchange for which or in lieu of which
other Certificates have been executed and delivered by the
Trustee pursuant to
this Agreement.
OUTSTANDING MORTGAGE LOAN: As of any date of determination, a
Mortgage
Loan with a Stated Principal Balance greater than zero that was
not the subject
of a Principal Prepayment in full, and that did not become a
Liquidated Loan,
prior to the end of the related Prepayment Period.
OVERCOLLATERALIZATION AMOUNT: With respect to any Distribution
Date,
the excess, if any, of (a) the aggregate Stated Principal
Balances of the
Mortgage Loans as of the last day of the related Due Period over
(b) the
aggregate Certificate Principal Balance of the Senior
Certificates and the
Mezzanine Certificates on such Distribution Date (after taking
into account the
payment of 100% of the Principal Remittance Amount on such
Distribution Date).
OVERCOLLATERALIZATION INCREASE AMOUNT: With respect to any
Distribution
Date, the excess, if any, of (a) the Required
Overcollateralization Amount over
(b) the Overcollateralization Amount on such Distribution
Date.
OVERCOLLATERALIZATION REDUCTION AMOUNT: With respect to any
Distribution Date, the lesser of (x) the Principal Remittance
Amount for such
Distribution Date and (y) the excess, if any, of (i) the
Overcollateralization
Amount for such Distribution Date over (ii) the Required
Overcollateralization
Amount for such Distribution Date.
OWNERSHIP INTEREST: As to any Certificate, any ownership
interest in
such Certificate including any interest in such Certificate as
the Holder
thereof and any other interest therein, whether direct or
indirect, legal or
beneficial.
PASS-THROUGH RATE: With respect to each Class of Certificates,
the
applicable Pass-Through Rate for each Class as set forth in the
Preliminary
Statement.
PERCENTAGE INTEREST: With respect to any Certificate of a
specified
Class, the Percentage Interest set forth on the face thereof or
the percentage
obtained by dividing the Denomination of such Certificate by the
aggregate of
the Denominations of all Certificates of such Class.
PERIODIC RATE CAP: With respect the Adjustment Date for an
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
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) [Reserved];
(iv) 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;
(v) 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 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;
(vi) 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;
(vii) 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;
(viii) repurchase obligations with respect to any security
described in clauses (i) and (ii) above, in either case entered
into
with a depository institution or trust company (acting as
principal)
described in clause (v) above;
(ix) 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;
(x) units of money market funds registered under the
Investment Company Act of 1940 including funds managed or
advised by
the Trustee or an affiliate thereof 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;
(xi) 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 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
(xii) 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 REMIC I,
REMIC II or REMIC III 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.
POLICY: The Certificate Guaranty Insurance Policy No. AB0824BE
issued
by the Certificate Insurer in respect of the Insured
Certificates, including any
endorsements thereto, a copy of which is attached hereto as
Exhibit O.
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).
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 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,
3.26 or 10.01 hereof), the amount, if any, by which (i) one
month's interest at
the applicable Net Mortgage Rate on the Stated Principal Balance
of such
Mortgage Loan immediately prior to such prepayment exceeds (ii)
the amount of
interest paid or collected in connection with such Principal
Prepayment less the
sum of (a) the related Servicing Fee, (b) the Credit Risk
Management Fee and (c)
the fee payable to any provider of lender-paid mortgage
insurance, if any.
PREPAYMENT PERIOD: For any Distribution Date, the calendar
month
preceding the month in which the related Distribution Date
occurs.
PRINCIPAL DISTRIBUTION AMOUNT: With respect to each Distribution
Date,
the sum of (i) Principal Funds, plus (ii) the Extra Principal
Distribution
Amount for such Distribution Date MINUS (iii) the amount of
any
Overcollateralization Reduction Amount for such Distribution
Date. In no event
will the Principal Distribution Amount with respect to any
Distribution Date be
(x) less than zero or (y) greater than the then outstanding
aggregate
Certificate Principal Balance of the Publicly Offered
Certificates.
PRINCIPAL FUNDS: With respect to any Distribution Date, (i) the
sum,
without duplication, of (a) all scheduled principal collected
during the related
Due Period, (b) all Advances relating to principal made on or
prior to the
Remittance Date or, with respect to the Trustee on the
Distribution Date, (c)
Principal Prepayments exclusive of prepayment charges or
penalties collected
during the related Prepayment Period, (iii) the Stated Principal
Balance of each
Mortgage Loan that was repurchased by the Seller pursuant to
Sections 2.02, 2.03
and 3.26, (d) the aggregate of all Substitution Adjustment
Amounts for the
related Determination Date in connection with the substitution
of Mortgage Loans
pursuant to Section 2.03(b), (e) amounts in respect of principal
paid by the
Terminator pursuant to Section 10.01, (f) all Liquidation
Proceeds and
Subsequent Recoveries collected during the related Prepayment
Period (to the
extent such Liquidation Proceeds and Subsequent Recoveries
relate to principal),
in each case to the extent remitted by the Servicer to the
Distribution Account
pursuant to this Agreement and (g) all Subsequent Recoveries
minus (ii) all
amounts required to be reimbursed pursuant to Sections 4.02,
4.05, 4.07, 5.08
and 9.05 or as otherwise set forth in this Agreement to the
extent not
reimbursed from the Interest Remittance Amount.
PRINCIPAL PREPAYMENT: Any Mortgagor payment or other recovery of
(or
proceeds with respect to) principal on a Mortgage Loan
(including loans
purchased or repurchased under Sections 2.02, 2.03, 3.26 and
10.01 hereof) that
is received in advance of its scheduled Due Date and is not
accompanied by an
amount as to interest representing scheduled interest due on any
Due Date in any
month or months subsequent to the month of prepayment. Partial
Principal
Prepayments shall be applied by the Servicer in accordance with
the terms of the
related Mortgage Note.
PRINCIPAL REMITTANCE AMOUNT: With respect to any Distribution
Date, the
sum of the Principal Funds for such Distribution Date net of any
amounts payable
or reimbursable therefrom to the Servicer, the Trustee, the
Custodian or the
Credit Risk Manager.
PRIVATE CERTIFICATE: Each of the Class C, Class P and Class
R
Certificates.
PROSPECTUS SUPPLEMENT: The Prospectus Supplement dated
_________________ relating to the offering of the Publicly
Offered Certificates.
PUBLICLY OFFERED CERTIFICATES: The Senior Certificates and
the
Mezzanine Certificates.
PUD: A planned unit development.
PURCHASE PRICE: With respect to any Mortgage Loan required to
be
repurchased by the Seller pursuant to Section 2.02 or 2.03
hereof and as
confirmed by an Officer's Certificate from the Seller 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) accrued
interest thereon
at the applicable Mortgage Rate through the first day of the
month in which the
Purchase Price is to be distributed to Certificateholders, plus
any portion of
the Servicing Fee, Servicing Advances and Advances payable to
the Servicer of
the Mortgage Loan plus (iii) any costs and damages of the Trust
Fund in
connection with any violation by such Mortgage Loan of any
abusive or predatory
lending law, including any expenses incurred by the Trustee with
respect to such
Mortgage Loan prior to the purchase thereof.
RATING AGENCY: Each of S&P and Moody's. If any such
organization or its
successor is no longer in existence, "Rating Agency" shall be a
nationally
recognized statistical rating organization, or other comparable
Person,
designated by the Depositor, notice of which designation shall
be given to the
Trustee. References herein to a given rating category of a
Rating Agency shall
mean such rating category without giving effect to any
modifiers.
REALIZED LOSS: With respect to each Mortgage Loan as to which a
Final
Recovery Determination has been made, an amount (not less than
zero) equal to
(i) the Stated Principal Balance of such Mortgage Loan as of the
commencement of
the calendar month in which the Final Recovery Determination was
made, plus (ii)
accrued interest from the Due Date as to which interest was last
paid by the
Mortgagor through the end of the calendar month in which such
Final Recovery
Determination was made, calculated in the case of each calendar
month during
such period (A) at an annual rate equal to the annual rate at
which interest was
then accruing on such Mortgage Loan and (B) on a principal
amount equal to the
Stated Principal Balance of such Mortgage Loan as of the close
of business on
the Distribution Date during such calendar month, minus (iii)
the proceeds, if
any, received in respect of such Mortgage Loan during the
calendar month in
which such Final Recovery Determination was made, net of amounts
that are
payable therefrom to the Servicer pursuant to this
Agreement.
With respect to any REO Property as to which a Final
Recovery
Determination has been made, an amount (not less than zero)
equal to (i) the
Stated Principal Balance of the related Mortgage Loan as of the
date of
acquisition of such REO Property on behalf of REMIC I, plus (ii)
accrued
interest from the Due Date as to which interest was last paid by
the Mortgagor
in respect of the related Mortgage Loan through the end of the
calendar month
immediately preceding the calendar month in which such REO
Property was
acquired, calculated in the case of each calendar month during
such period (A)
at an annual rate equal to the annual rate at which interest was
then accruing
on the related Mortgage Loan and (B) on a principal amount equal
to the Stated
Principal Balance of the related Mortgage Loan as of the close
of business on
the Distribution Date during such calendar month, minus (iii)
the aggregate of
all unreimbursed Advances and Servicing Advances.
With respect to each Mortgage Loan which has become the subject
of a
Deficient Valuation, the difference between the principal
balance of the
Mortgage Loan outstanding immediately prior to such Deficient
Valuation and the
principal balance of the Mortgage Loan as reduced by the
Deficient Valuation.
With respect to each Mortgage Loan which has become the subject
of a
Debt Service Reduction, the portion, if any, of the reduction in
each affected
Monthly Payment attributable to a reduction in the Mortgage Rate
imposed by a
court of competent jurisdiction. Each such Realized Loss shall
be deemed to have
been incurred on the Due Date for each affected Monthly
Payment.
In addition, to the extent the Servicer receives Subsequent
Recoveries
with respect to any Mortgage Loan, the amount of the Realized
Loss with respect
to that Mortgage Loan will be reduced to the extent such
Subsequent Recoveries
are applied to reduce the Certificate Principal Balance of any
Class of
Certificates on any Distribution Date.
RECORD DATE: With respect to the Certificates (other than the
Class A-1
Certificates) and any Distribution Date, the close of business
on the last
Business Day of the month preceding the month in which such
Distribution Date
occurs. With respect to the Class A-1 Certificates and any
Distribution Date, so
long as the Class A-1 Certificates are Book-Entry Certificates,
the Business Day
preceding such Distribution Date, and otherwise, the close of
business on the
last Business Day of the month preceding the month in which such
Distribution
Date occurs.
REFERENCE BANKS: Shall mean leading banks selected by the
Trustee 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 Trustee and (iii) which are not
controlling,
controlled by, or under common control with, the Depositor, the
Seller or the
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 Class A-1
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 Trustee, as of 11:00 a.m., New York City
time, on such
date for loans in United States dollars to leading European
banks for a period
of one month in amounts approximately equal to the aggregate
Certificate
Principal Balance of the Class A-1 Certificates for such Accrual
Period.
REGULAR CERTIFICATE: Any Certificate other than a Residual
Certificate.
REIMBURSEMENT AMOUNT: The aggregate of any payments made with
respect
to the Class A-4, Class A-5A and Class A-6 Certificates by the
Certificate
Insurer under the Policy to the extent not previously
reimbursed, plus interest
on that amount at the Late Payment Rate set forth in the
Policy.
RELIEF ACT: The Servicemembers Civil Relief Act of 2003, as
amended
from time to time.
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 Prepayment Charges; (ii) the Mortgage Files,
(iii) the Custodial
Account (other than any amounts representing any Servicer
Prepayment Charge
Payment Amount), the Distribution Account, the Class P
Certificate Account and
such assets that are deposited therein from time to time,
together with any and
all income, proceeds and payments with respect thereto; (iv)
property that
secured a Mortgage Loan and has been acquired by foreclosure,
deed in lieu of
foreclosure or otherwise; (v) the mortgagee's rights under the
Insurance
Policies with respect to the Mortgage Loans; (vi) the rights
under the Mortgage
Loan Purchase Agreement, and (vii) all proceeds of the
foregoing, including
proceeds of conversion, voluntary or involuntary, of any of the
foregoing into
cash or other liquid property. Notwithstanding the foregoing,
however, REMIC I
specifically excludes all payments and other collections of
principal and
interest due on the Mortgage Loans on or before the Cut-off Date
and all
Prepayment Charges payable in connection with Principal
Prepayments made before
the Cut-off Date, the Net WAC Reserve Fund and the Cap
Contract.
REMIC I REGULAR INTEREST LTI-1: One of the separate
non-certificated
beneficial ownership interests in REMIC I issued hereunder and
designated as a
Regular Interest in REMIC I. REMIC I Regular Interest LTI-1
shall accrue
interest at the related Uncertificated REMIC I Pass-Through Rate
in effect from
time to time, and shall be entitled to distributions of
principal, subject to
the terms and conditions hereof, in an aggregate amount equal to
its initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
REMIC I REGULAR INTEREST LTI-IO-A: One of the separate
non-certificated
beneficial ownership interests in REMIC I issued hereunder and
designated as a
Regular Interest in REMIC I. REMIC I Regular Interest LTI-IO-A
shall accrue
interest at the related Uncertificated REMIC I Pass-Through Rate
in effect from
time to time, and shall be entitled to distributions of
principal, subject to
the terms and conditions hereof, in an aggregate amount equal to
its initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
REMIC I REGULAR INTEREST LTI-IO-B: One of the separate
non-certificated
beneficial ownership interests in REMIC I issued hereunder and
designated as a
Regular Interest in REMIC I. REMIC I Regular Interest LTI-IO-B
shall accrue
interest at the related Uncertificated REMIC I Pass-Through Rate
in effect from
time to time, and shall be entitled to distributions of
principal, subject to
the terms and conditions hereof, in an aggregate amount equal to
its initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
REMIC I REGULAR INTEREST LTI-IO-C: One of the separate
non-certificated
beneficial ownership interests in REMIC I issued hereunder and
designated as a
Regular Interest in REMIC I. REMIC I Regular Interest LTI-IO-C
shall accrue
interest at the related Uncertificated REMIC I Pass-Through Rate
in effect from
time to time, and shall be entitled to distributions of
principal, subject to
the terms and conditions hereof, in an aggregate amount equal to
its initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
REMIC I REGULAR INTEREST LTI-IO-D: One of the separate
non-certificated
beneficial ownership interests in REMIC I issued hereunder and
designated as a
Regular Interest in REMIC I. REMIC I Regular Interest LTI-IO-D
shall accrue
interest at the related Uncertificated REMIC I Pass-Through Rate
in effect from
time to time, and shall be entitled to distributions of
principal, subject to
the terms and conditions hereof, in an aggregate amount equal to
its initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
REMIC I REGULAR INTEREST LTI-IO-E: One of the separate
non-certificated
beneficial ownership interests in REMIC I issued hereunder and
designated as a
Regular Interest in REMIC I. REMIC I Regular Interest LTI-IO-E
shall accrue
interest at the related Uncertificated REMIC I Pass-Through Rate
in effect from
time to time, and shall be entitled to distributions of
principal, subject to
the terms and conditions hereof, in an aggregate amount equal to
its initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
REMIC I REGULAR INTEREST LTI-IO-F: One of the separate
non-certificated
beneficial ownership interests in REMIC I issued hereunder and
designated as a
Regular Interest in REMIC I. REMIC I Regular Interest LTI-IO-F
shall accrue
interest at the related Uncertificated REMIC I Pass-Through Rate
in effect from
time to time, and shall be entitled to distributions of
principal, subject to
the terms and conditions hereof, in an aggregate amount equal to
its initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
REMIC I REGULAR INTEREST LTI-IO-G: One of the separate
non-certificated
beneficial ownership interests in REMIC I issued hereunder and
designated as a
Regular Interest in REMIC I. REMIC I Regular Interest LTI-IO-G
shall accrue
interest at the related Uncertificated REMIC I Pass-Through Rate
in effect from
time to time, and shall be entitled to distributions of
principal, subject to
the terms and conditions hereof, in an aggregate amount equal to
its initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
REMIC I REGULAR INTEREST LTI-IO-H: One of the separate
non-certificated
beneficial ownership interests in REMIC I issued hereunder and
designated as a
Regular Interest in REMIC I. REMIC I Regular Interest LTI-IO-H
shall accrue
interest at the related Uncertificated REMIC I Pass-Through Rate
in effect from
time to time, and shall be entitled to distributions of
principal, subject to
the terms and conditions hereof, in an aggregate amount equal to
its initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
REMIC I REGULAR INTEREST LTI-P: One of the separate
non-certificated
beneficial ownership interests in REMIC I issued hereunder and
designated as a
Regular Interest in REMIC I. REMIC I Regular Interest LTI-P
shall accrue
interest at the related Uncertificated REMIC I Pass-Through Rate
in effect from
time to time, and shall be entitled to distributions of
principal, subject to
the terms and conditions hereof, in an aggregate amount equal to
its initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
REMIC I REGULAR INTERESTS: REMIC I Regular Interest LTI-1, REMIC
I
Regular Interest LTI-IO-A, REMIC I Regular Interest LTI-IO-B,
REMIC I Regular
Interest LTI-IO-C, REMIC I Regular Interest LTI-IO-D, REMIC I
Regular Interest
LTI-IOE, REMIC I Regular Interest LTI-IO-F, REMIC I Regular
Interest LTI-IO-G,
REMIC I Regular Interest LTI-IO-H and REMIC I Regular Interest
LTI-P.
REMIC II: The segregated pool of assets consisting of all of the
REMIC
I Regular Interests conveyed in trust to the Trustee, for the
benefit of REMIC
III, as holder of the REMIC II Regular Interests, and the Class
R-2 Interest
pursuant to Section 2.07, and all amounts deposited therein,
with respect to
which a separate REMIC election is to be made.
REMIC II INTEREST LOSS ALLOCATION AMOUNT: With respect to
any
Distribution Date, an amount equal to (a) the product of (i) the
aggregate
Stated Principal Balance of the Mortgage Loans and REO
Properties then
outstanding and (ii) the REMIC II Remittance Rate for REMIC II
Regular Interest
II-LTAA minus the Marker Rate, divided by (b) 12.
REMIC II OVERCOLLATERALIZATION AMOUNT: With respect to any date
of
determination, (i) 1% of the aggregate Uncertificated Principal
Balances of the
REMIC II Regular Interests minus (ii) the aggregate of the
Uncertificated
Principal Balances of REMIC II Regular Interest LTII-A1, REMIC
II Regular
Interest LTII-A2, REMIC II Regular Interest LTII-A3, REMIC II
Regular Interest
LTII-A4, REMIC II Regular Interest LTII-A5A, REMIC II Regular
Interest LTII-A5B,
REMIC II Regular Interest LTII-A6, REMIC II Regular Interest
LTII-M1, REMIC II
Regular Interest LTII-M2, REMIC II Regular Interest LTII-M3 and
REMIC II Regular
Interest LTII-P, in each case as of such date of
determination.
REMIC II PRINCIPAL LOSS ALLOCATION AMOUNT: With respect to
any
Distribution Date, an amount equal to (a) the product of (i) the
aggregate
Stated Principal Balance of the Mortgage Loans and REO
Properties then
outstanding and (ii) 1 minus a fraction, the numerator of which
is two times the
aggregate of the Uncertificated Principal Balances of REMIC II
Regular Interest
LTII-A1, REMIC II Regular Interest LTII-A2, REMIC II Regular
Interest LTII-A3,
REMIC II Regular Interest LTII-A4, REMIC II Regular Interest
LTII-A5A, REMIC II
Regular Interest LTII-A5B, REMIC II Regular Interest LTII-A6,
REMIC II Regular
Interest LTII-M1, REMIC II Regular Interest LTII-M2 and REMIC II
Regular
Interest LTII-M3 and the denominator of which is the aggregate
of the
Uncertificated Principal Balances of REMIC II Regular Interest
LTII-A1, REMIC II
Regular Interest LTII-A2, REMIC II Regular Interest LTII-A3,
REMIC II Regular
Interest LTII-A4, REMIC II Regular Interest LTII-A5A, REMIC II
Regular Interest
LTII-A5B, REMIC II Regular Interest LTII-A6, REMIC II Regular
Interest LTII-M1,
REMIC II Regular Interest LTII-M2, REMIC II Regular Interest
LTII-M3 and REMIC
II Regular Interest LTII-ZZ.
REMIC II REGULAR INTERESTS: REMIC II Regular Interest LTII-AA,
REMIC II
Regular Interest LTII-A1, REMIC II Regular Interest LTII-A2,
REMIC II Regular
Interest LTII-A3, REMIC II Regular Interest LTII-A4, REMIC II
Regular Interest
LTII-A5A, REMIC II Regular Interest LTII-A5B, REMIC II Regular
Interest LTII-A6,
REMIC II Regular Interest LTII-M1, REMIC II Regular Interest
LTII-M2, REMIC II
Regular Interest LTII-M3, REMIC II Regular Interest LTII-IO-A,
REMIC II Regular
Interest LTII-IO-B, REMIC II Regular Interest LTII-ZZ and REMIC
II Regular
Interest LTII-P.
REMIC II REGULAR INTEREST LTII-AA: One of the separate
non-certificated
beneficial ownership interests in REMIC II issued hereunder and
designated as a
Regular Interest in REMIC II. REMIC II Regular Interest LTII-AA
shall accrue
interest at the related Uncertificated REMIC II Pass-Through
Rate in effect from
time to time, and shall be entitled to distributions of
principal, subject to
the terms and conditions hereof, in an aggregate amount equal to
its initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
REMIC II REGULAR INTEREST LTII-A1: One of the separate
non-certificated
beneficial ownership interests in REMIC II issued hereunder and
designated as a
Regular Interest in REMIC II. REMIC II Regular Interest LTII-A1
shall accrue
interest at the related Uncertificated REMIC II Pass-Through
Rate in effect from
time to time, and shall be entitled to distributions of
principal, subject to
the terms and conditions hereof, in an aggregate amount equal to
its initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
REMIC II REGULAR INTEREST LTII-A2: One of the separate
non-certificated
beneficial ownership interests in REMIC II issued hereunder and
designated as a
Regular Interest in REMIC II. REMIC II Regular Interest LTII-A2
shall accrue
interest at the related Uncertificated REMIC II Pass-Through
Rate in effect from
time to time, and shall be entitled to distributions of
principal, subject to
the terms and conditions hereof, in an aggregate amount equal to
its initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
REMIC II REGULAR INTEREST LTII-A3: One of the separate
non-certificated
beneficial ownership interests in REMIC II issued hereunder and
designated as a
Regular Interest in REMIC II. REMIC II Regular Interest LTII-A3
shall accrue
interest at the related Uncertificated REMIC II Pass-Through
Rate in effect from
time to time, and shall be entitled to distributions of
principal, subject to
the terms and conditions hereof, in an aggregate amount equal to
its initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
REMIC II REGULAR INTEREST LTII-A4: One of the separate
non-certificated
beneficial ownership interests in REMIC II issued hereunder and
designated as a
Regular Interest in REMIC II. REMIC II Regular Interest LTII-A4
shall accrue
interest at the related Uncertificated REMIC II Pass-Through
Rate in effect from
time to time, and shall be entitled to distributions of
principal, subject to
the terms and conditions hereof, in an aggregate amount equal to
its initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
REMIC II REGULAR INTEREST LTII-A5A: One of the separate
non-certificated beneficial ownership interests in REMIC II
issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular
Interest LTII-A5A
shall accrue interest at the related Uncertificated REMIC II
Pass-Through Rate
in effect from time to time, and shall be entitled to
distributions of
principal, subject to the terms and conditions hereof, in an
aggregate amount
equal to its initial Uncertificated Principal Balance as set
forth in the
Preliminary Statement hereto.
REMIC II REGULAR INTEREST LTII-A5B: One of the separate
non-certificated beneficial ownership interests in REMIC II
issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular
Interest LTII-A5B
shall accrue interest at the related Uncertificated REMIC II
Pass-Through Rate
in effect from time to time, and shall be entitled to
distributions of
principal, subject to the terms and conditions hereof, in an
aggregate amount
equal to its initial Uncertificated Principal Balance as set
forth in the
Preliminary Statement hereto.
REMIC II REGULAR INTEREST LTII-A6: One of the separate
non-certificated
beneficial ownership interests in REMIC II issued hereunder and
designated as a
Regular Interest in REMIC II. REMIC II Regular Interest LTII-A6
shall accrue
interest at the related Uncertificated REMIC II Pass-Through
Rate in effect from
time to time, and shall be entitled to distributions of
principal, subject to
the terms and conditions hereof, in an aggregate amount equal to
its initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
REMIC II REGULAR INTEREST LTII-IO-A: One of the separate
non-certificated beneficial ownership interests in REMIC II
issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular
Interest
LTII-IO-A shall accrue interest as provided herein and shall not
be entitled to
distributions of principal.
REMIC II REGULAR INTEREST LTII-IO-B: One of the separate
non-certificated beneficial ownership interests in REMIC II
issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular
Interest
LTII-IO-B shall accrue interest as provided herein and shall not
be entitled to
distributions of principal.
REMIC II REGULAR INTEREST LTII-M1: One of the separate
non-certificated
beneficial ownership interests in REMIC II issued hereunder and
designated as a
Regular Interest in REMIC II. REMIC II Regular Interest LTII-M1
shall accrue
interest at the related Uncertificated REMIC II Pass-Through
Rate in effect from
time to time, and shall be entitled to distributions of
principal, subject to
the terms and conditions hereof, in an aggregate amount equal to
its initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
REMIC II REGULAR INTEREST LTII-M2: One of the separate
non-certificated
beneficial ownership interests in REMIC II issued hereunder and
designated as a
Regular Interest in REMIC II. REMIC II Regular Interest LTII-M2
shall accrue
interest at the related Uncertificated REMIC II Pass-Through
Rate in effect from
time to time, and shall be entitled to distributions of
principal, subject to
the terms and conditions hereof, in an aggregate amount equal to
its initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
REMIC II REGULAR INTEREST LTII-M3: One of the separate
non-certificated
beneficial ownership interests in REMIC II issued hereunder and
designated as a
Regular Interest in REMIC II. REMIC II Regular Interest LTII-M3
shall accrue
interest at the related Uncertificated REMIC II Pass-Through
Rate in effect from
time to time, and shall be entitled to distributions of
principal, subject to
the terms and conditions hereof, in an aggregate amount equal to
its initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
REMIC II REGULAR INTEREST LTII-P: One of the separate
non-certificated
beneficial ownership interests in REMIC II issued hereunder and
designated as a
Regular Interest in REMIC II. REMIC II Regular Interest LTII-P
shall accrue
interest at the related Uncertificated REMIC II Pass-Through
Rate in effect from
time to time, and shall be entitled to distributions of
principal, subject to
the terms and conditions hereof, in an aggregate amount equal to
its initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
REMIC II REGULAR INTEREST LTII-ZZ: One of the separate
non-certificated
beneficial ownership interests in REMIC II issued hereunder and
designated as a
Regular Interest in REMIC II. REMIC II Regular Interest LTII-ZZ
shall accrue
interest at the related Uncertificated REMIC II Pass-Through
Rate in effect from
time to time, and shall be entitled to distributions of
principal, subject to
the terms and conditions hereof, in an aggregate amount equal to
its initial
Uncertificated Principal Balance as set forth in the Preliminary
Statement
hereto.
REMIC II REGULAR INTEREST LTII-ZZ MAXIMUM INTEREST DEFERRAL
AMOUNT:
With respect to any Distribution Date, the excess of (i) accrued
interest at the
Uncertificated REMIC II Pass-Through Rate applicable to REMIC II
Regular
Interest LTII-ZZ for such Distribution Date on a balance equal
to the
Uncertificated Principal Balance of REMIC II Regular Interest
LTII-ZZ minus the
REMIC II Overcollateralization Amount, in each case for such
Distribution Date,
over (ii) Uncertificated Accrued Interest on REMIC II Regular
Interest LTII-A1,
REMIC II Regular Interest LTII-A2, REMIC II Regular Interest
LTII-A3, REMIC II
Regular Interest LTII-A4, REMIC II Regular Interest LTII-A5A,
REMIC II Regular
Interest LTII-A5B, REMIC II Regular Interest LTII-A6, REMIC II
Regular Interest
LTII-M1, REMIC II Regular Interest LTII-M2 and REMIC II Regular
Interest LTII-M3
for such Distribution Date, with the rate on each such REMIC II
Regular Interest
subject to a cap equal to the related Pass-Through Rate.
REMIC II REQUIRED OVERCOLLATERALIZATION AMOUNT: 1% of the
Required
Overcollateralization Amount.
REMIC III: The segregated pool of assets consisting of all of
the REMIC
II Regular Interests conveyed in trust to the Trustee, for the
benefit of the
REMIC III Certificateholders pursuant to Section 2.09, and all
amounts deposited
therein, with respect to which a separate REMIC election is to
be made.
REMIC III CERTIFICATE: Any Regular Certificate or Class R
Certificate.
REMIC III CERTIFICATEHOLDER: The Holder of any REMIC III
Certificate.
REMIC OPINION: Shall mean an Opinion of Counsel to the effect
that the
proposed action will not have an adverse affect on any REMIC
created hereunder.
REMIC PROVISIONS: Provisions of the federal income tax law
relating to
real estate mortgage investment conduits, which appear at
sections 860A through
860G of Subchapter M of Chapter 1 of the Code, and related
provisions, and
proposed, temporary and final regulations and published rulings,
notices and
announcements promulgated thereunder, as the foregoing may be in
effect from
time to time as well as provisions of applicable state laws.
REMIC REGULAR INTEREST: A REMIC I Regular Interest, REMIC II
Regular
Interest or a Regular Certificate.
REMITTANCE DATE: Shall mean the _____ day of the month and if
such day
is not a Business Day, the immediately succeeding 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 Seller for a Deleted Mortgage Loan,
which must, on
the date of such substitution, as confirmed in a request for
release in
accordance with the terms of the Custodial Agreement, (i) have a
Stated
Principal Balance, after deduction of the principal portion of
the Scheduled
Payment due in the month of substitution, not in excess of, and
not less than
90% of, the Stated Principal Balance of the Deleted Mortgage
Loan; (ii) have a
fixed Mortgage Rate not less than or more than 1% per annum
higher than the
Mortgage Rate of the Deleted Mortgage Loan; (iii) have the same
or higher credit
quality characteristics than that of the Deleted Mortgage Loan;
(iv) have a
Loan-to-Value Ratio no higher than that of the Deleted Mortgage
Loan; (v) have a
remaining term to maturity no greater than (and not more than
one year less
than) that of the Deleted Mortgage Loan; (vi) not permit
conversion of the
Mortgage Rate from a fixed rate to a variable rate; (vii) be
secured by a first
lien on the related Mortgaged Property; (viii) constitute the
same occupancy
type as the Deleted Mortgage Loan or be owner occupied; and (ix)
comply with
each representation and warranty set forth in the Mortgage Loan
Purchase
Agreement.
REQUIRED INSURANCE POLICY: With respect to any Mortgage Loan,
any
insurance policy that is required to be maintained from time to
time under this
Agreement.
REQUIRED OVERCOLLATERALIZATION AMOUNT: With respect to any
Distribution
Date prior to the Stepdown Date, ____% of the Stated Principal
Balance of the
Mortgage Loans as of the Cut-off Date, and with respect to any
Distribution Date
thereafter, the greater of (i) ____% of the Stated Principal
Balance of the
Mortgage Loans as of the last day of the related Due Period
(after giving effect
to scheduled payments of principal due during the related Due
Period to the
extent received or advanced, unscheduled collections of
principal received
during the related Prepayment Period and after reduction for
Realized Losses
incurred during the related Prepayment Period) and (ii) ____% of
the Stated
Principal Balance of the Mortgage Loans as of the Cut-off
Date.
REQUIRED OVERCOLLATERALIZATION PERCENTAGE: With respect to
any
Distribution Date, a percentage equal to (a) the Required
Overcollateralization
Amount divided by (b) the aggregate Stated Principal Balance of
the Mortgage
Loans as of the last day of the related Due Period (after giving
effect to
scheduled payments of principal due during the related Due
Period, to the extent
received or advanced, and unscheduled collections of principal
received during
the related Prepayment Period, and after reduction for Realized
Losses incurred
during the related Prepayment Period).
RESIDUAL CERTIFICATES: Any one of the Class R Certificates.
RESPONSIBLE OFFICER: With respect to the Trustee, 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 specified by the Trustee 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.
SELLER: Nomura Credit & Capital, Inc., a Delaware
corporation, and its
successors and assigns, in its capacity as seller of the
Mortgage Loans to the
Depositor.
SENIOR CERTIFICATES: The Class A-1, Class A-2, Class A-3, Class
A4,
Class A-5A Class A-5B, Class A-6 and Class A-IO
Certificates.
SENIOR INTEREST DISTRIBUTION AMOUNT: With respect to any
Distribution
Date and any Class of Senior Certificates will be equal to the
Interest
Distribution Amount for such Distribution Date for such Class
and the Interest
Carry Forward Amount, if any, for such Distribution Date for
such Class.
SENIOR PRINCIPAL DISTRIBUTION AMOUNT: With respect to any
Distribution
Date which occurs (i) prior to the Stepdown Date or on or after
the Stepdown
Date if a Trigger Event is in effect, the Principal Distribution
Amount or (ii)
on or after the Stepdown Date if a Trigger Event is not in
effect for that
Distribution Date, the lesser of:
o the Principal Distribution Amount for that Distribution
Date;
and
o the excess, if any, of (A) the aggregate Certificate
Principal
Balance of the Senior Certificates immediately prior to that
Distribution Date over (B) the positive difference between
(i)
the aggregate Stated Principal Balance of the Mortgage Loans
as of the last day of the related Due Period (after
reduction
for Realized Losses incurred during the related Prepayment
Period) and (ii) the product of (x) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day
of
the related Due Period (after reduction for Realized Losses
incurred during the related Prepayment Period) and (y) the
sum
of ____% and the Required Overcollateralization Percentage.
SERVICER: Shall mean [Name of Servicer] or any successor
thereto
appointed hereunder in connection with the servicing and
administration of the
Mortgage Loans.
SERVICER DEFAULT: As defined in Section 8.01.
SERVICER PREPAYMENT CHARGE PAYMENT AMOUNT: The amount payable by
the
Servicer in respect of any waived Prepayment Charges pursuant to
Section 3.01.
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 and (v) payment of taxes.
SERVICING FEE: As to each Mortgage Loan and any Distribution
Date, an
amount equal to 1/12th of the Servicing Fee Rate multiplied by
the Stated
Principal Balance of such Mortgage Loan as of the last day of
the related Due
Period or, in the event of any payment of interest that
accompanies a Principal
Prepayment in full during the related Due Period made by the
Mortgagor
immediately prior to such prepayment, interest at the Servicing
Fee Rate on the
same Stated Principal Balance of such Mortgage Loan used to
calculate the
payment of interest on such Mortgage Loan.
SERVICING FEE RATE: 0.25% per annum.
SIX-MONTH LIBOR: The per annum rate equal to the average of
the
interbank offered rates for six month United States dollar
deposits in the
London market as published in The Wall Street Journal and are
most recently
available as of the date specified in the related Mortgage
Note.
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 earlier to occur of (1) the Distribution Date
on
which the aggregate Certificate Principal Balance of the Senior
Certificates has
been reduced to zero and (2) the later to occur of (x) the
Distribution Date in
_________ and (y) the first Distribution Date on which the
Credit Enhancement
Percentage of the Senior Certificates (calculated for this
purpose only after
taking into account distributions of principal on the Mortgage
Loans, but prior
to any distribution of the Principal Distribution Amount to the
holders of the
Certificates then entitled to distributions of principal on the
Distribution
Date) is greater than or equal to approximately _____%.
SUBSEQUENT RECOVERIES: Shall mean all amounts in respect of
principal
received by the Servicer on a Mortgage Loan for which a Realized
Loss was
previously incurred.
SUBSERVICING AGREEMENT: Any agreement entered into between 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 Trustee or any successor to the
Servicer
appointed pursuant to Section 8.02 of this Agreement after the
occurrence of a
Servicer Default or upon the resignation of the Servicer
pursuant to this
Agreement.
TAX MATTERS PERSON: The person designated as "tax matters
person" in
the manner provided under Treasury regulation ss. 1.860F-4(d)
and temporary
Treasury regulation ss. 301.6231(a)(7)-1T. The holder of the
greatest Percentage
Interest in a Class of Residual Certificates shall be the Tax
Matters Person for
the related REMIC. The Trustee, or any successor thereto or
assignee thereof
shall serve as tax administrator hereunder and as agent for the
related Tax
Matters Person.
TRANSFER AFFIDAVIT: As defined in Section 6.02(c).
TRANSFER: Any direct or indirect transfer or sale of any
Ownership
Interest in a Certificate.
TRIGGER EVENT: With respect to any Distribution Date, a Trigger
Event
is in effect if (x) the percentage obtained by dividing (i) the
aggregate Stated
Principal Balance of Mortgage Loans delinquent 60 days or more
(including
Mortgage Loans in foreclosure or discharged in bankruptcy or any
REO Property)
by (ii) the aggregate Stated Principal Balance of the Mortgage
Loans, in each
case, as of the last day of the previous calendar month, exceeds
____% of the
Credit Enhancement Percentage of the Senior Certificates for the
prior
Distribution Date, or (y) the aggregate amount of Realized
Losses incurred since
the Cut-off Date through the last day of the related Due Period
divided by the
aggregate Stated Principal Balance of the Mortgage Loans as of
the Cut-off Date
exceeds the applicable percentages set forth below with respect
to such
Distribution Date:
DISTRIBUTION DATE PERCENTAGE
TRUST FUND: Collectively, the assets of REMIC I, REMIC II, REMIC
III,
the Net WAC Reserve Fund and the Cap Contract.
TRUSTEE: [Name of 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 or Uncertificated Notional Amount, as
applicable, 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 REMIC II
Regular
Interest LTII-IO-A and REMIC II Regular Interest LTII-IO-B and
(i) each
Distribution Date from and including the 1st Distribution to and
including the
6th Distribution Date, the aggregate Uncertificated Principal
Balances of REMIC
I Regular Interest LTI-IO-A through REMIC I Regular Interest
LTI-IO-H, (ii) each
Distribution Date from and including the 7th Distribution to and
including the
10th Distribution Date, the aggregate Uncertificated Principal
Balances of REMIC
I Regular Interest LTI-IO-B through REMIC I Regular Interest
LTI-IO-H, (iii)
each Distribution Date from and including the 11th Distribution
Date to and
including the 13th Distribution Date, the aggregate
Uncertificated Principal
Balances of REMIC I Regular Interest LTI-IO-C through REMIC I
Regular Interest
LTI-IO-H, (iv) each Distribution Date from and including the
14th Distribution
Date to and including the 15th Distribution Date, the aggregate
Uncertificated
Principal Balances of REMIC I Regular Interest LTI-IO-D through
REMIC I Regular
Interest LTI-IO-H, (v) each Distribution Date from and including
the 16th
Distribution to and including the 19th Distribution Date, the
aggregate
Uncertificated Principal Balances of REMIC I Regular Interest
LTI-IO-E through
REMIC I Regular Interest LTI-IO-H, (vi) each Distribution Date
from and
including the 20th Distribution to and including the 21st
Distribution Date, the
aggregate Uncertificated Principal Balances of REMIC I Regular
Interest LTI-IO-F
through REMIC I Regular Interest LTI-IO-H, (vii) each
Distribution Date from and
including the 22nd Distribution to and including the 23rd
Distribution Date, the
aggregate Uncertificated Principal Balances of REMIC I Regular
Interest LTI-IO-G
and REMIC I Regular Interest LTI-IO-H, and (viii) the 24th
Distribution Date,
the aggregate Uncertificated Principal Balance of REMIC I
Regular Interest
LTI-IO-H, and (ix) each Distribution Date thereafter, $0.
UNCERTIFICATED PRINCIPAL BALANCE: With respect to each REMIC
Regular
Interest (other than REMIC II Regular Interest LTII-IO-A and
REMIC II Regular
Interest LTII-IO-B), the principal amount of such REMIC Regular
Interest
outstanding as of any date of determination. As of the Closing
Date, the
Uncertificated Principal Balance of each REMIC Regular Interest
(other than
REMIC I Regular Interest LTII-IO-A and REMIC II Regular Interest
LTII-IO-B)
shall equal the amount set forth in the Preliminary Statement
hereto as its
initial Uncertificated Principal Balance. On each Distribution
Date, the
Uncertificated Principal Balance of each REMIC Regular Interest
shall be reduced
by all distributions of principal made on such REMIC Regular
Interest on such
Distribution Date pursuant to Sections 5.07 and 5.08 and, if and
to the extent
necessary and appropriate, shall be further reduced on such
Distribution Date by
Realized Losses as provided in Sections 5.07 and 5.08. The
Uncertificated
Principal Balance of each REMIC Regular Interest shall never be
less than zero.
REMIC I Regular Interest LTII-IO will not have an Uncertificated
Principal
Balance.
UNCERTIFICATED REMIC I PASS-THROUGH RATE: A per annum rate equal
to the
average of the Net Mortgage Rates of the Mortgage Loans as of
the first day of
the related Due Period, weighted on the basis of the Stated
Principal Balances
as of the first day of the related Due Period.
UNCERTIFICATED REMIC II PASS-THROUGH RATE: With respect to REMIC
II
Regular Interest LTII-AA, REMIC II Regular Interest LTII-A1,
REMIC II Regular
Interest LTII-A2, REMIC II Regular Interest LTII-A3, REMIC II
Regular Interest
LTII-A-4, REMIC II Regular Interest LTII-A5A, REMIC II Regular
Interest
LTII-A5B, REMIC II Regular Interest LTII-A6, REMIC II Regular
Interest LTII-M1,
REMIC II Regular Interest LTII-M2, REMIC II Regular Interest
LTII-M3 and REMIC
II Regular Interest LTII-ZZ, a per annum rate (but not less than
zero) equal to
the weighted average of: (x) with respect to REMIC I Regular
Interest LTI-1, the
Uncertificated REMIC I Pass-Through Rate for such REMIC I
Regular Interest for
each such Distribution Date, and (y) with respect to REMIC I
Regular Interest
LTI-IO-A through REMIC I Regular Interest LTI-IO-H for each
Distribution Date
listed below, the weighted average of the rates listed below for
each such REMIC
I Regular Interest listed below, weighted on the basis of the
Uncertificated
Principal Balance of each such REMIC I Regular Interest:
<PAGE>
<TABLE>
<CAPTION>
-------------------- --------------------------------
-------------------------------------------------------
DISTRIBUTION DATE REMIC I REGULAR INTERESTS RATE
-------------------- --------------------------------
-------------------------------------------------------
<S> <C> <C>
1 LTI-IO-A through LTI-IO-H (a) Uncertificated REMIC I
Pass-Through Rate over (b)
____%
-------------------- --------------------------------
-------------------------------------------------------
2 LTI-IO-A through LTI-IO-H (a) Uncertificated REMIC I
Pass-Through Rate over (b)
____%
-------------------- --------------------------------
-------------------------------------------------------
3 LTI-IO-A through LTI-IO-H (a) Uncertificated REMIC I
Pass-Through Rate over (b)
____%
-------------------- --------------------------------
-------------------------------------------------------
4 LTI-IO-A through LTI-IO-H (a) Uncertificated REMIC I
Pass-Through Rate over (b)
____%
-------------------- --------------------------------
-------------------------------------------------------
5 LTI-IO-A through LTI-IO-H (a) Uncertificated REMIC I
Pass-Through Rate over (b)
____%
-------------------- --------------------------------
-------------------------------------------------------
6 LTI-IO-A through LTI-IO-H (a) Uncertificated REMIC I
Pass-Through Rate over (b)
____%
-------------------- --------------------------------
-------------------------------------------------------
7 LTI-IO-B through LTI-IO-H (a) Uncertificated REMIC I
Pass-Through Rate over (b)
____%
-------------------- --------------------------------
-------------------------------------------------------
LTI-IO-A Uncertificated REMIC I Pass-Through Rate
-------------------- --------------------------------
-------------------------------------------------------
8 LTI-IO-B through LTI-IO-H (a) Uncertificated REMIC I
Pass-Through Rate over (b)
____%
-------------------- --------------------------------
-------------------------------------------------------
LTI-IO-A Uncertificated REMIC I Pass-Through Rate
-------------------- --------------------------------
-------------------------------------------------------
9 LTI-IO-B through LTI-IO-H (a) Uncertificated REMIC I
Pass-Through Rate over (b)
____%
-------------------- --------------------------------
-------------------------------------------------------
LTI-IO-A Uncertificated REMIC I Pass-Through Rate
-------------------- --------------------------------
-------------------------------------------------------
10 LTI-IO-B through LTI-IO-H (a) Uncertificated REMIC I
Pass-Through Rate over (b)
____%
-------------------- --------------------------------
-------------------------------------------------------
LTI-IO-A Uncertificated REMIC I Pass-Through Rate
-------------------- --------------------------------
-------------------------------------------------------
11 LTI-IO-C through LTI-IO-H (a) Uncertificated REMIC I
Pass-Through Rate over (b)
____%
-------------------- --------------------------------
-------------------------------------------------------
LTI-IO-A and LTI-IO-B Uncertificated REMIC I Pass-Through
Rate
-------------------- --------------------------------
-------------------------------------------------------
12 LTI-IO-C through LTI-IO-H (a) Uncertificated REMIC I
Pass-Through Rate over (b)
____%
-------------------- --------------------------------
-------------------------------------------------------
LTI-IO-A and LTI-IO-B Uncertificated REMIC I Pass-Through
Rate
-------------------- --------------------------------
-------------------------------------------------------
13 LTI-IO-C through LTI-IO-H (a) Uncertificated REMIC I
Pass-Through Rate over (b)
____%
-------------------- --------------------------------
-------------------------------------------------------
LTI-IO-A and LTI-IO-B Uncertificated REMIC I Pass-Through
Rate
-------------------- --------------------------------
-------------------------------------------------------
14 LTI-IO-D through LTI-IO-H (a) Uncertificated REMIC I
Pass-Through Rate over (b)
____%
-------------------- --------------------------------
-------------------------------------------------------
LTI-IO-A through LTI-IO-C Uncertificated REMIC I Pass-Through
Rate
-------------------- --------------------------------
-------------------------------------------------------
15 LTI-IO-D through LTI-IO-H (a) Uncertificated REMIC I
Pass-Through Rate over (b)
____%
-------------------- --------------------------------
-------------------------------------------------------
LTI-IO-A through LTI-IO-C Uncertificated REMIC I Pass-Through
Rate
-------------------- --------------------------------
-------------------------------------------------------
16 LTI-IO-E through LTI-IO-H (a) Uncertificated REMIC I
Pass-Through Rate over (b)
____%
-------------------- --------------------------------
-------------------------------------------------------
LTI-IO-A through LTI-IO-D Uncertificated REMIC I Pass-Through
Rate
-------------------- --------------------------------
-------------------------------------------------------
17 LTI-IO-B5 through LTI-IO-H (a) Uncertificated REMIC I
Pass-Through Rate over (b)
____%
-------------------- --------------------------------
-------------------------------------------------------
LTI-IO-A through LTI-IO-D Uncertificated REMIC I Pass-Through
Rate
-------------------- --------------------------------
-------------------------------------------------------
18 LTI-IO-E through LTI-IO-H (a) Uncertificated REMIC I
Pass-Through Rate over (b)
____%
-------------------- --------------------------------
-------------------------------------------------------
LTI-IO-A through LTI-IO-D Uncertificated REMIC I Pass-Through
Rate
-------------------- --------------------------------
-------------------------------------------------------
19 LTI-IO-F through LTI-IO-H (a) Uncertificated REMIC I
Pass-Through Rate over (b)
____%
-------------------- --------------------------------
-------------------------------------------------------
LTI-IO-A through LTI-IO-E Uncertificated REMIC I Pass-Through
Rate
-------------------- --------------------------------
-------------------------------------------------------
20 LTI-IO-F through LTI-IO-H (a) Uncertificated REMIC I
Pass-Through Rate over (b)
____%
-------------------- --------------------------------
-------------------------------------------------------
LTI-IO-A through LTI-IO-E Uncertificated REMIC I Pass-Through
Rate
-------------------- --------------------------------
-------------------------------------------------------
21 LTI-IO-F through LTI-IO-H (a) Uncertificated REMIC I
Pass-Through Rate over (b)
____%
-------------------- --------------------------------
-------------------------------------------------------
LTI-IO-A through LTI-IO-E Uncertificated REMIC I Pass-Through
Rate
-------------------- --------------------------------
-------------------------------------------------------
22 LTI-IO-G and LTI-IO-H (a) Uncertificated REMIC I Pass-Through
Rate over (b)
____%
-------------------- --------------------------------
-------------------------------------------------------
LTI-IO-A through LTI-IO-F Uncertificated REMIC I Pass-Through
Rate
-------------------- --------------------------------
-------------------------------------------------------
23 LTI-IO-G and LTI-IO-H (a) Uncertificated REMIC I Pass-Through
Rate over (b)
____%
-------------------- --------------------------------
-------------------------------------------------------
LTI-IO-A through LTI-IO-F Uncertificated REMIC I Pass-Through
Rate
-------------------- --------------------------------
-------------------------------------------------------
24 LTI-IO-H (a) Uncertificated REMIC I Pass-Through Rate over
(b)
____%
-------------------- --------------------------------
-------------------------------------------------------
LTI-IO-A through LTI-IO-G Uncertificated REMIC I Pass-Through
Rate
-------------------- --------------------------------
-------------------------------------------------------
25 and thereafter LTI-IO-A through LTI-IO-H Uncertificated REMIC
I Pass-Through Rate
-------------------- --------------------------------
-------------------------------------------------------
</TABLE>
With respect to REMIC II Regular Interest LTII-IO-A, (i) for the
first twelve
distribution dates, 1.00% and (ii) thereafter, 0.00%. With
respect to REMIC II
Regular Interest LTII-IO-B, (i) for the first twenty-four
distribution dates,
____% and (ii) thereafter, 0.00%.
UNCERTIFICATED REMIC REGULAR INTEREST: The REMIC I Regular
Interests
and the REMIC II Regular Interests.
VOTING RIGHTS: The portion of the voting rights of all the
Certificates
that is allocated to any Certificate for purposes of the voting
provisions
hereunder. Voting Rights shall be allocated (i) 93% to the
Certificates (other
than the Class A-IO, Class C, Class P and the Residual
Certificates), (ii) 3% to
the Class C Certificates, (iii) 1% to the Class P Certificates,
(iv) 1% to the
Class R Certificates and (v) 2% to the Class A-IO Certificates
until the
Distribution Date in _______________ and thereafter such
percentage of voting
rights shall be allocated to the remaining Classes of Publicly
Offered
Certificates with the allocation among the Certificates other
than the Class
A-IO, Class C, Class P and Class R Certificates to be in
proportion to the
Certificate Principal Balance of each Class relative to the
Certificate
Principal Balance of all other such Classes. Voting Rights will
be allocated
among the Certificates of each such Class in accordance with
their respective
Percentage Interests.
Section 1.02. ALLOCATION OF CERTAIN INTEREST SHORTFALLS.
For purposes of calculating the amount of the Interest
Distribution
Amount for the Senior Certificates, Mezzanine Certificates and
Class C
Certificates for any Distribution Date, (1) the aggregate amount
of any Net
Interest Shortfalls in respect of the Mortgage Loans for any
Distribution Date
shall first reduce the Interest Distribution Amount payable to
the Class M-3
Certificates, second, reduce the Interest Distribution Amount
payable to the
Class M-2 Certificates, third, reduce the Interest Distribution
Amount payable
to the Class M-1 Certificates and fourth, reduce the Interest
Distribution
Amount payable to the Senior Certificates, on a PRO rata basis
based on, and to
the extent of, one month's interest at the then applicable
respective
Pass-Through Rate on the respective Certificate Principal
Balance or Notional
Amount, as applicable of each such Certificate and (2) the
aggregate amount of
any Realized Losses allocated to the Mezzanine Certificates and
Net WAC Rate
Carryover Amount paid to the Senior Certificates (other than the
Class A-IO
Certificates) and the Mezzanine Certificates incurred for any
Distribution Date
shall be allocated to the Class C Certificates based on, and to
the extent of,
one month's interest at the then applicable Pass-Through Rate on
the Certificate
Principal Balance thereof on any Distribution Date.
For purposes of calculating the amount of Uncertificated
Accrued
Interest for the REMIC I Regular Interests for any Distribution
Date, the
aggregate amount of any Net Interest Shortfalls incurred in
respect of the
Mortgage Loans for any Distribution Date shall be allocated
first, to REMIC I
Regular Interest LTI-1 and REMIC I Regular Interest LTI-P, to
the extent of one
month's interest at the then applicable respective
Uncertificated REMIC I
Pass-Through Rate on the Uncertificated Principal Balance of
each such REMIC I
Regular Interest; and then, to REMIC I Regular Interest
LTI-IO-A, REMIC I
Regular Interest LTI-IO-B, REMIC I Regular Interest LTI-IO-C,
REMIC I Regular
Interest LTI-IO-D, REMIC I Regular Interest LTI-IO-E, REMIC I
Regular Interest
LTI-IO-F, REMIC I Regular Interest LTI-IO-G and REMIC I Regular
Interest
LTI-IO-H, in each case to the extent of one month's interest at
the then
applicable respective Uncertificated REMIC I Pass-Through Rate
on the respective
Uncertificated Principal Balance of each such REMIC I Regular
Interest.
For purposes of calculating the amount of Uncertificated
Accrued
Interest for the REMIC II Regular Interests for any Distribution
Date, the
aggregate amount of any Net Interest Shortfalls incurred in
respect of the
Mortgage Loans for any Distribution Date shall be allocated
among REMIC II
Regular Interest LTII-AA, REMIC II Regular Interest LTII-A1,
REMIC II Regular
Interest LTII-A2, REMIC II Regular Interest LTII-A3, REMIC II
Regular Interest
LTII-A4, REMIC II Regular Interest LTII-A5A, REMIC II Regular
Interest LTII-A5B,
REMIC II Regular Interest LTII-A6, REMIC II Regular Interest
LTII-M1, REMIC II
Regular Interest LTII-M2, REMIC II Regular Interest LTII-M3 and
REMIC II Regular
Interest LTII-ZZ, pro rata based on, and to the extent of, one
month's interest
at the then applicable respective Uncertificated REMIC II
Pass-Through Rate on
the respective Uncertificated Principal Balance of each such
REMIC II Regular
Interest.
<PAGE>
ARTICLE II
CONVEYANCE OF TRUST FUND
REPRESENTATIONS AND WARRANTIES
Section 2.01. CONVEYANCE OF TRUST FUND.
The Seller hereby sells, transfers, assigns, sets over and
otherwise
conveys to the Depositor, without recourse, all the right, title
and interest of
the Seller in and to the assets in the Trust Fund.
The Seller has entered into this Agreement in consideration for
the
purchase of the Mortgage Loans by the Depositor and has agreed
to take the
actions specified herein.
The Depositor, concurrently with the execution and delivery
hereof,
hereby sells, transfers, assigns, sets over and otherwise
conveys to the Trustee
for the use and benefit of the Certificateholders, without
recourse, all the
right, title and interest of the Depositor in and to the Trust
Fund.
Concurrently with the execution and delivery of this Agreement,
the
Depositor does hereby assign to the Trustee all of its rights
and interest under
the Mortgage Loan Purchase Agreement. The Trustee hereby accepts
such
assignment, and shall be entitled to exercise all rights of the
Depositor under
the Mortgage Loan Purchase Agreement as if, for such purpose, it
were the
Depositor. The foregoing sale, transfer, assignment, set-over,
deposit and
conveyance does not and is not intended to result in creation or
assumption by
the Trustee of any obligation of the Depositor, the Seller or
any other Person
in connection with the Mortgage Loans or any other agreement or
instrument
relating thereto except as specifically set forth herein.
In connection with such sale, the Depositor does hereby deliver
to, and
deposit with the Custodian pursuant to the Custodial Agreement
the documents
with respect to each Mortgage Loan as described under Section 2
of the Custodial
Agreement (the "Mortgage Loan Documents"). In connection with
such delivery and
as further described in the Custodial Agreement, the Custodian
will be required
to review such Mortgage Loan Documents and deliver to the
Trustee, the
Depositor, the Servicers and the Seller certifications (in the
forms attached to
the Custodial Agreement) with respect to such review with
exceptions noted
thereon. In addition, under the Custodial Agreement the
Depositor will be
required to cure certain defects with respect to the Mortgage
Loan Documents for
the related Mortgage Loans after the delivery thereof by the
Depositor to the
Custodian as more particularly set forth therein.
Notwithstanding anything to the contrary contained herein, the
parties
hereto acknowledge that the functions of the Trustee with
respect to the
custody, acceptance, inspection and release of the Mortgage
Files and
preparation and delivery of the certifications shall be
performed by the
Custodian pursuant to the terms and conditions of the Custodial
Agreement.
The Depositor shall deliver or cause to be delivered to the
Servicers
copies of all trailing documents required to be included in the
related Mortgage
File at the same time the originals or certified copies thereof
are delivered to
the Custodian, such documents including the mortgagee policy of
title insurance
and any Mortgage Loan Documents upon return from the recording
office. The
Servicers shall not be responsible for any custodian fees or
other costs
incurred in obtaining such documents and the Depositor shall
cause the Servicers
to be reimbursed for any such costs the Servicers may incur in
connection with
performing its obligations under this Agreement.
Section 2.02. ACCEPTANCE OF THE MORTGAGE LOANS.
(a) Based on the initial trust receipt received by it from
the
Custodian pursuant to the Custodial Agreement, the Trustee
acknowledges receipt,
subject to the provisions of Section 2.01 hereof and Section 2
of the Custodial
Agreement, of the Mortgage Loan Documents and all other assets
included in the
definition of "REMIC I" under clauses (i), (ii) (iii), (v) and
(vi) (to the
extent of amounts deposited into the Distribution Account) and
declares that it
holds (or the Custodian on its behalf holds) and will hold such
documents and
the other documents delivered to it constituting a Mortgage Loan
Document, and
that it holds (or the Custodian on its behalf holds) or will
hold all such
assets and such other assets included in the definition of
"REMIC I" in trust
for the exclusive use and benefit of all present and future
Certificateholders.
(b) In conducting the review of the Mortgage Files in accordance
with
the Custodial Agreement, the Custodian on the Trustee's behalf
will ascertain
whether all required documents have been executed and received
and whether those
documents relate to the Mortgage Loans identified in Exhibit B
to this
Agreement, as supplemented. If the Custodian finds any document
constituting
part of the Mortgage File not to have been executed or received,
or to be
unrelated to the Mortgage Loans identified in Exhibit B, the
Seller shall
correct or cure any such defect or, if prior to the end of the
second
anniversary of the Closing Date, the Seller may substitute for
the related
Mortgage Loan a Replacement Mortgage Loan, which substitution
shall be
accomplished in the manner and subject to the conditions set
forth in Section
2.03 or shall deliver to the Trustee an Opinion of Counsel to
the effect that
such defect does not materially or adversely affect the
interests of the
Certificateholders in such Mortgage Loan within 60 days from the
date of notice
from the Trustee of the defect and if the Seller fails to
correct or cure the
defect or deliver such opinion within such period, the Seller
will, subject to
Section 2.03, within 90 days from the notification of the
Trustee purchase such
Mortgage Loan at the Purchase Price; provided, however, that if
such defect
relates solely to the inability of the Seller to deliver the
Mortgage,
assignment thereof to the Trustee, or intervening assignments
thereof with
evidence of recording thereon because such documents have been
submitted for
recording and have not been returned by the applicable
jurisdiction, the Seller
shall not be required to purchase such Mortgage Loan if the
Seller delivers such
documents promptly upon receipt, but in no event later than 360
days after the
Closing Date.
(c) No later than 180 days after the Closing Date, the Custodian
on the
Trustee's behalf will review, for the benefit of the
Certificateholders, the
Mortgage Files and will execute and deliver or cause to be
executed and
delivered to the Seller and the Trustee, a final trust receipt
substantially in
the form annexed to the Custodial Agreement. In conducting such
review, the
Custodian on the Trustee's behalf and in accordance with the
terms of the
Custodial Agreement will ascertain whether each document
required to be recorded
has been returned from the recording office with evidence of
recording thereon
and the Custodian on the Trustee's behalf has received either an
original or a
copy thereof, as required in the Custodial Agreement. If the
Custodian finds
that any document with respect to a Mortgage Loan has not been
received, or is
unrelated to the Mortgage Loans identified in Exhibit B or
appears to be
defective on its face, the Custodian shall note such defect in
the exception
report attached the final trust receipt issued pursuant to the
Custodial
Agreement and the Seller shall correct or cure any such defect
or, if prior to
the end of the second anniversary of the Closing Date, the
Seller may substitute
for the related Mortgage Loan a Replacement Mortgage Loan, which
substitution
shall be accomplished in the manner and subject to the
conditions set forth in
Section 2.03 or shall deliver to the Trustee an Opinion of
Counsel to the effect
that such defect does not materially or adversely affect the
interests of
Certificateholders in such Mortgage Loan within 60 days from the
date of notice
from the Trustee of the defect and if the Seller is unable
within such period to
correct or cure such defect, or to substitute the related
Mortgage Loan with a
Replacement Mortgage Loan or to deliver such opinion, the Seller
shall, subject
to Section 2.03, within 90 days from the notification of the
Trustee, purchase
such Mortgage Loan at the Purchase Price; provided, however,
that if such defect
relates solely to the inability of the Seller to deliver the
Mortgage,
assignment thereof to the Trustee or intervening assignments
thereof with
evidence of recording thereon, because such documents have not
been returned by
the applicable jurisdiction, the Seller shall not be required to
purchase such
Mortgage Loan, if the Seller delivers such documents promptly
upon receipt, but
in no event later than 360 days after the Closing Date.
(d) In the event that a Mortgage Loan is purchased by the Seller
in
accordance with subsections 2.02(a) or (b) above or Section
2.03, the Seller
shall remit the applicable Purchase Price to the Trustee for
deposit in the
Distribution Account and shall provide written notice to the
Trustee detailing
the components of the Purchase Price, signed by an authorized
officer. Upon
deposit of the Purchase Price in the Distribution Account and
upon receipt of a
request for release (in the form attached to the Custodial
Agreement) with
respect to such Mortgage Loan, the Custodian, on behalf of the
Trustee, will
release to the Seller the related Mortgage File and the Trustee
shall execute
and deliver all instruments of transfer or assignment, without
recourse,
furnished to it by the Seller, as are necessary to vest in the
Seller title to
and rights under the Mortgage Loan. Such purchase shall be
deemed to have
occurred on the date on which the deposit into the Distribution
Account was
made. The Trustee shall promptly notify the Rating Agencies of
such repurchase.
The obligation of the Seller to cure, repurchase or substitute
for any Mortgage
Loan as to which a defect in a constituent document exists shall
be the sole
remedies respecting such defect available to the
Certificateholders or to the
Trustee on their behalf. The Seller shall promptly reimburse the
Trustee for any
expenses incurred by the Trustee in respect of enforcing the
remedies for such
breach.
(e) The Seller shall deliver to the Custodian the Mortgage Note
and
other documents constituting the Mortgage File with respect to
any Replacement
Mortgage Loan, which the Custodian will review as provided in
the Custodial
Agreement, provided, that the Closing Date referred to therein
shall instead be
the date of delivery of the Mortgage File with respect to each
Replacement
Mortgage Loan.
Section 2.03. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
SERVICER AND THE
SELLER.
(a) The Servicer hereby represents and warrants to, and
covenants with,
the Seller, the Depositor, the Certificate Insurer and the
Trustee as follows,
as of the Closing Date:
(i) It is duly organized and is validly existing and in good
standing under the laws of the [State][Commonwealth]
of____________________ and is duly authorized and qualified to
transact
any and all business contemplated by this Agreement to be
conducted by
it in any state in which a Mortgaged Property relating to a
Mortgage
Loan is located or is otherwise not required under applicable
law to
effect such qualification and, in any event, is in compliance
with the
doing business laws of any such state, to the extent necessary
to
ensure its ability to service the Mortgage Loans in accordance
with the
terms of this Agreement and to perform any of its other
obligations
under this Agreement in accordance with the terms hereof.
(ii) It has the full corporate power and authority to
service
each Mortgage Loan, and to execute, deliver and perform, and to
enter
into and consummate the transactions contemplated by this
Agreement and
has duly authorized by all necessary corporate action on its
part the
execution, delivery and performance of this Agreement; and
this
Agreement, assuming the due authorization, execution and
delivery
hereof by the other parties hereto, constitutes its legal, valid
and
binding obligation, enforceable against it in accordance with
its
terms, except that (a) the enforceability hereof may be limited
by
bankruptcy, insolvency, moratorium, receivership and other
similar laws
relating to creditors' rights generally and (b) the remedy of
specific
performance and injunctive and other forms of equitable relief
may be
subject to equitable defenses and to the discretion of the court
before
which any proceeding therefor may be brought and further subject
to
public policy with respect to indemnity and contribution
under
applicable securities law.
(iii) The execution and delivery of this Agreement by it,
the
servicing of the Mortgage Loans by it under this Agreement,
the
consummation of any other of the transactions contemplated by
this
Agreement, and the fulfillment of or compliance with the terms
hereof
are in its ordinary course of business and will not (A) result
in a
material breach of any term or provision of its charter or
by-laws or
(B) materially conflict with, result in a material breach,
violation or
acceleration of, or result in a material default under, the
terms of
any other material agreement or instrument to which it is a
party or by
which it may be bound, or (C) constitute a material violation of
any
statute, order or regulation applicable to it of any court,
regulatory
body, administrative agency or governmental body having
jurisdiction
over it; and it is not in breach or violation of any material
indenture
or other material agreement or instrument, or in violation of
any
statute, order or regulation of any court, regulatory body,
administrative agency or governmental body having jurisdiction
over it
which breach or violation may materially impair its ability to
perform
or meet any of its obligations under this Agreement.
(iv) It is an approved servicer of conventional mortgage
loans
for Fannie Mae or Freddie Mac and is a mortgagee approved by
the
Secretary of Housing and Urban Development pursuant to sections
203 and
211 of the National Housing Act.
(v) No litigation is pending or, to the best of its
knowledge,
threatened in writing, against it that would materially and
adversely
affect the execution, delivery or enforceability of this
Agreement or
its ability to service the Mortgage Loans or to perform any of
its
other obligations under this Agreement in accordance with the
terms
hereof.
(vi) No consent, approval, authorization or order of any
court
or governmental agency or body is required for its execution,
delivery
and performance of, or compliance with, this Agreement or
the
consummation of the transactions contemplated hereby, or if any
such
consent, approval, authorization or order is required, it has
obtained
the same.
(vii) The Servicer has accurately and fully reported, and
will
continue to accurately and fully report its borrower credit
files to
each of the credit repositories in a timely manner materially
in
accordance with the Fair Credit Reporting Act and its
implementing
legislation.
(viii) The Servicer is a member of MERS in good standing,
and
will comply in all material respects with the rules and
procedures of
MERS in connection with the servicing of Mortgage Loans that
are
registered with MERS.
(ix) The Servicer will not waive any Prepayment Charge with
respect to Mortgage Loan unless it is waived in accordance with
the
standard set forth in Section 3.01.
If the covenant of the Servicer set forth in Section 2.03(a)(ix)
above is
breached by the Servicer, the Servicer will pay the amount of
such waived
Prepayment Charge, for the benefit of the Holders of the Class P
Certificates,
by depositing such amount into the Custodial Account within 90
days of the
earlier of discovery by the Servicer or receipt of notice by the
Servicer of
such breach. Notwithstanding the foregoing, or anything to the
contrary
contained in this Agreement, the Servicer shall have no
liability for a waiver
of any Prepayment Charge in the event that the Servicer's
determination to make
such a waiver was made by the Servicer in reliance on
information properly
received by the Servicer from any Person in accordance with the
terms of this
Agreement.
(b) The Seller hereby represents and warrants to and covenants
with,
the Depositor, the Servicer, the Certificate Insurer and the
Trustee as follows,
as of the Closing Date:
(i) The Seller is duly organized, validly existing and in
good
standing under the laws of the State of Delaware and is duly
authorized
and qualified to transact any and all business contemplated by
this
Agreement to be conducted by the Seller in any state in which
a
Mortgaged Property is located or is otherwise not required
under
applicable law to effect such qualification and, in any event,
is in
compliance with the doing business laws of any such state, to
the
extent necessary to ensure its ability to enforce each Mortgage
Loan,
to sell the Mortgage Loans in accordance with the terms of
this
Agreement and to perform any of its other obligations under
this
Agreement in accordance with the terms hereof.
(ii) The Seller has the full corporate power and authority
to
sell each Mortgage Loan, and to execute, deliver and perform,
and to
enter into and consummate the transactions contemplated by
this
Agreement and has duly authorized by all necessary corporate
action on
the part of the Seller the execution, delivery and performance
of this
Agreement; and this Agreement, assuming the due
authorization,
execution and delivery hereof by the other parties hereto,
constitutes
a legal, valid and binding obligation of the Seller,
enforceable
against the Seller in accordance with its terms, except that (a)
the
enforceability hereof may be limited by bankruptcy,
insolvency,
moratorium, receivership and other similar laws relating to
creditors'
rights generally and (b) the remedy of specific performance
and
injunctive and other forms of equitable relief may be subject
to
equitable defenses and to the discretion of the court before
which any
proceeding therefor may be brought and further subject to public
policy
with respect to indemnity and contribution under applicable
securities
law.
(iii) The execution and delivery of this Agreement by the
Seller, the sale of the Mortgage Loans by the Seller under
this
Agreement, the consummation of any other of the transactions
contemplated by this Agreement, and the fulfillment of or
compliance
with the terms hereof are in the ordinary course of business of
the
Seller and will not (A) result in a material breach of any term
or
provision of the charter or by-laws of the Seller or (B)
materially
conflict with, result in a material breach, violation or
acceleration
of, or result in a material default under, the terms of any
other
material agreement or instrument to which the Seller is a party
or by
which it may be bound, or (C) constitute a material violation of
any
statute, order or regulation applicable to the Seller of any
court,
regulatory body, administrative agency or governmental body
having
jurisdiction over the Seller; and the Seller is not in breach
or
violation of any material indenture or other material agreement
or
instrument, or in violation of any statute, order or regulation
of any
court, regulatory body, administrative agency or governmental
body
having jurisdiction over it which breach or violation may
materially
impair the Seller's ability to perform or meet any of its
obligations
under this Agreement.
(iv) The Seller is an approved seller of conventional
mortgage
loans for Fannie Mae or Freddie Mac and is a mortgagee approved
by the
Secretary of Housing and Urban Development pursuant to sections
203 and
211 of the National Housing Act.
(v) No litigation is pending or, to the best of the Seller's
knowledge, threatened, against the Seller that would materially
and
adversely affect the execution, delivery or enforceability of
this
Agreement or the ability of the Seller to sell the Mortgage
Loans or to
perform any of its other obligations under this Agreement in
accordance
with the terms hereof.
(vi) No consent, approval, authorization or order of any
court
or governmental agency or body is required for the execution,
delivery
and performance by the Seller of, or compliance by the Seller
with,
this Agreement or the consummation of the transactions
contemplated
hereby, or if any such consent, approval, authorization or order
is
required, the Seller has obtained the same.
(vii) The representations and warranties set forth in
Section
8 of the Mortgage Loan Purchase Agreement are true and correct
as of
the Closing Date.
(viii) No Mortgage Loan is subject to the Home Ownership and
Equity Protection Act of 1994 or any comparable law and no
Mortgage
Loan is classified and/or defined as a "high cost", "covered",
"high
risk home" or "predatory" loan under any other state, federal or
local
law or regulation or ordinance (or a similarly classified loan
using
different terminology under a law imposing heightened
regulatory
scrutiny or additional legal liability for residential mortgage
loans
having high interest rates, points and/or fees).
(ix) No loan is a High Cost Loan or Covered Loan, as
applicable (as such terms are defined in Appendix E of the
Standard &
Poor's Glossary For File Format For LEVELS(R) Version 5.6
Revised
(attached hereto as Exhibit N) and no mortgage loan originated
on or
after October 1, 2002 through March 6, 2003 is governed by the
Georgia
Fair Lending Act.
(x) Any and all requirements of any federal, state or local
law including, without limitation, usury, truth in lending, real
estate
settlement procedures, consumer credit protection, equal
credit
opportunity, fair housing, predatory, abusive lending or
disclosure
laws applicable to the origination and servicing of the Mortgage
Loans
have been complied with in all material respects.
(c) Upon discovery by any of the parties hereto of a breach of
a
representation or warranty set forth in Section 2.03(b)(viii),
(ix) and (x) and
Section 8 of the Mortgage Loan Purchase Agreement that
materially and adversely
affects the interests of the Certificateholders in any Mortgage
Loan, the party
discovering such breach shall give prompt written notice thereof
to the other
parties. The Seller hereby covenants with respect to the
representations and
warranties set forth in Section 2.03(b)(viii), (ix) and (x) and
Section 8 of the
Mortgage Loan Purchase Agreement, that within 90 days of the
discovery of a
breach of any representation or warranty set forth therein that
materially and
adversely affects the interests of the Certificateholders in any
Mortgage Loan,
it shall cure such breach in all material respects and, if such
breach is not so
cured, (i) prior to the second anniversary of the Closing Date,
remove such
Mortgage Loan (a "Deleted Mortgage Loan") from the Trust Fund
and substitute in
its place a Replacement Mortgage Loan, in the manner and subject
to the
conditions set forth in this Section; or (ii) repurchase the
affected Mortgage
Loan or Mortgage Loans from the Trustee at the Purchase Price in
the manner set
forth below; provided that any such substitution pursuant to (i)
above or
repurchase pursuant to (ii) above shall not be effected prior to
the delivery to
the Trustee of an Opinion of Counsel if required by Section 2.05
and any such
substitution pursuant to (i) above shall not be effected prior
to the additional
delivery to the Custodian of a request for release in accordance
with the
Custodial Agreement. The Seller shall promptly reimburse the
Trustee for any
expenses reasonably incurred by the Trustee in respect of
enforcing the remedies
for such breach. To enable the Servicer to amend the Mortgage
Loan Schedule, the
Seller shall, unless it cures such breach in a timely fashion
pursuant to this
Section 2.03, promptly notify the Trustee whether
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