EXHIBIT 4.2
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DELTA FUNDING CORPORATION,
as Seller,
RENAISSANCE MORTGAGE ACCEPTANCE CORP.,
as Depositor,
[o],
as Servicer
[o],
as Trustee
and
[o],
as Master Servicer and Securities Administrator
-----------------------
POOLING AND SERVICING AGREEMENT
Dated as of [o]
----------------------
Home Equity Loan Asset-Backed Certificates,
Series [o]
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<PAGE>
TABLE OF CONTENTS
ARTICLE I
Definitions
Section 1.01.
DEFINITIONS.......................................................
Section 1.02. INTEREST
CALCULATIONS.............................................
ARTICLE II
Conveyance of Mortgage
Loans; Original Issuance of Certificates; Tax Treatment
Section 2.01. CONVEYANCE OF MORTGAGE
LOANS......................................
Section 2.02. ACCEPTANCE BY
TRUSTEE.............................................
Section 2.03. REPRESENTATIONS AND WARRANTIES REGARDING THE SELLER,
THE SERVICER,
THE DEPOSITOR AND THE MASTER
SERVICER.............................
Section 2.04. REPRESENTATIONS AND WARRANTIES OF THE SELLER
REGARDING THE
MORTGAGE
LOANS....................................................
Section 2.05. SUBSTITUTION OF MORTGAGE
LOANS....................................
Section 2.06. EXECUTION AND AUTHENTICATION OF
CERTIFICATES......................
Section 2.07. DESIGNATION OF INTERESTS IN
REMICS................................
Section 2.08. DESIGNATION OF STARTUP DAY OF
REMIC...............................
Section 2.09. REMIC CERTIFICATE MATURITY
DATE...................................
Section 2.10. TAX RETURNS AND REPORTS TO
CERTIFICATEHOLDERS.....................
Section 2.11. TAX MATTERS
PERSON................................................
Section 2.12. REMIC RELATED
COVENANTS...........................................
Section 2.13. OPTION TO CONTRIBUTE DERIVATIVE
INSTRUMENT........................
ARTICLE III
Administration and Servicing of Mortgage Loans
Section 3.01. THE
SERVICER......................................................
Section 3.02. COLLECTION OF CERTAIN MORTGAGE LOAN
PAYMENTS......................
Section 3.03. WITHDRAWALS FROM THE COLLECTION
ACCOUNT...........................
Section 3.04. MAINTENANCE OF HAZARD INSURANCE; PROPERTY PROTECTION
EXPENSES.....
Section 3.05. MAINTENANCE OF MORTGAGE IMPAIRMENT INSURANCE
POLICY...............
Section 3.06. MANAGEMENT AND REALIZATION UPON DEFAULTED MORTGAGE
LOANS..........
Section 3.07. TRUSTEE TO
COOPERATE..............................................
Section 3.08. SERVICING COMPENSATION; PAYMENT OF CERTAIN EXPENSES
BY SERVICER...
Section 3.09. ANNUAL STATEMENT AS TO
COMPLIANCE.................................
Section 3.10. ANNUAL SERVICING
REVIEW...........................................
Section 3.11. ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION
REGARDING THE
MORTGAGE
LOANS....................................................
Section 3.12. MAINTENANCE OF CERTAIN SERVICING INSURANCE
POLICIES...............
Section 3.13. REPORTS TO THE SECURITIES AND EXCHANGE
COMMISSION.................
Section 3.14. REPORTS OF FORECLOSURES AND ABANDONMENTS OF MORTGAGED
PROPERTIES,
RETURNS RELATING TO MORTGAGE INTEREST RECEIVED FROM INDIVIDUALS
AND RETURNS RELATING TO CANCELLATION OF
INDEBTEDNESS..............
Section 3.15. ADVANCES BY THE
SERVICER..........................................
Section 3.16. OPTIONAL PURCHASE OF DEFAULTED MORTGAGE
LOANS.....................
Section 3.17. SUPERIOR
LIENS....................................................
Section 3.18. ASSUMPTION
AGREEMENTS.............................................
Section 3.19. PAYMENT OF TAXES, INSURANCE AND OTHER
CHARGES.....................
Section 3.20. ADVANCE
FACILITY..................................................
Section 3.21. COVENANTS OF THE SERVICER AND REPRESENTATIONS OF THE
SELLER
REGARDING PREPAYMENT
CHARGES......................................
Section 3.22.
NON-SOLICITATION..................................................
ARTICLE IV
Administration and Master Servicing of the Mortgage Loans by the
Master Servicer
Section 4.01. MASTER
SERVICER...................................................
Section 4.02. REMIC-RELATED
COVENANTS...........................................
Section 4.03. MONITORING OF
SERVICER............................................
Section 4.04. FIDELITY
BOND.....................................................
Section 4.05. POWER TO ACT;
PROCEDURES..........................................
Section 4.06. DUE-ON-SALE CLAUSES; ASSUMPTION
AGREEMENTS........................
Section 4.07. DOCUMENTS, RECORDS AND FUNDS IN POSSESSION OF MASTER
SERVICER TO
BE HELD FOR
TRUSTEE...............................................
Section 4.08. POSSESSION OF CERTAIN INSURANCE POLICIES AND
DOCUMENTS............
Section 4.09. COMPENSATION FOR THE MASTER
SERVICER..............................
Section 4.10. ANNUAL OFFICER'S CERTIFICATE AS TO
COMPLIANCE.....................
Section 4.11. ANNUAL INDEPENDENT ACCOUNTANT'S SERVICING
REPORT..................
Section 4.12. OBLIGATION OF THE MASTER SERVICER IN RESPECT OF
PREPAYMENT
INTEREST
SHORTFALLS...............................................
Section 4.13. MONTHLY ADVANCES BY THE MASTER
SERVICER...........................
Section 4.14. MERGER OR
CONSOLIDATION...........................................
Section 4.15. RESIGNATION OF MASTER
SERVICER....................................
Section 4.16. ASSIGNMENT OR DELEGATION OF DUTIES BY THE MASTER
SERVICER.........
ARTICLE V
Payments and
Statements to Certificateholders; Rights of Certificateholders
Section 5.01.
DISTRIBUTIONS.....................................................
Section 5.02. COMPENSATING
INTEREST.............................................
Section 5.03.
STATEMENTS........................................................
Section 5.04. DISTRIBUTION
ACCOUNT..............................................
Section 5.05. INVESTMENT OF
ACCOUNTS............................................
Section 5.06. ALLOCATION OF
LOSSES..............................................
Section 5.07. NET RATE CAP
FUND.................................................
Section 5.08. THE GROUP I INTEREST RATE CAP
AGREEMENT...........................
ARTICLE VI
The Certificates
Section 6.01. THE
CERTIFICATES..................................................
Section 6.02. 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. APPOINTMENT OF PAYING
AGENT.......................................
ARTICLE VII
The Seller, The Depositor, The Master Servicer and The Servicer
Section 7.01. LIABILITY OF THE SELLER, THE DEPOSITOR, THE MASTER
SERVICER AND
THE
SERVICER......................................................
Section 7.02. MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE
OBLIGATIONS OF,
THE DEPOSITOR, THE SELLER OR THE
SERVICER.........................
Section 7.03. LIMITATION ON LIABILITY OF THE SELLER, THE
DEPOSITOR,
THE SERVICER, THE MASTER SERVICER AND
OTHERS......................
Section 7.04. SERVICER NOT TO RESIGN; PLEDGE OF SERVICING
RIGHTS................
Section 7.05. DELEGATION OF
DUTIES..............................................
Section 7.06. INDEMNIFICATION OF THE TRUST BY THE SERVICER AND THE
MASTER
SERVICER..........................................................
ARTICLE VIII
Default
Section 8.01. SERVICER EVENTS OF
DEFAULT........................................
Section 8.02. APPOINTMENT OF SUCCESSOR
SERVICER.................................
Section 8.03. MASTER SERVICER EVENTS OF
DEFAULT.................................
Section 8.04. APPOINTMENT OF SUCCESSOR MASTER
SERVICER..........................
Section 8.05. WAIVER OF
DEFAULTS................................................
Section 8.06. NOTIFICATION TO
CERTIFICATEHOLDERS................................
ARTICLE IX
The Trustee and the Securities Administrator
Section 9.01. DUTIES OF TRUSTEE AND SECURITIES
ADMINISTRATOR....................
Section 9.02. CERTAIN MATTERS AFFECTING THE TRUSTEE AND THE
SECURITIES
ADMINISTRATOR. Except
as otherwise provided in Section 9.01:.....
Section 9.03. TRUSTEE AND SECURITIES ADMINISTRATOR NOT LIABLE FOR
CERTIFICATES
OR MORTGAGE
LOANS.................................................
Section 9.04. TRUSTEE AND SECURITIES ADMINISTRATOR MAY OWN
CERTIFICATES.........
Section 9.05. FEES AND EXPENSES OF THE TRUSTEE AND THE SECURITIES
ADMINISTRATOR.
Section 9.06. ELIGIBILITY REQUIREMENTS FOR TRUSTEE AND SECURITIES
ADMINISTRATOR.
Section 9.07. RESIGNATION OR REMOVAL OF TRUSTEE OR SECURITIES
ADMINISTRATOR.....
Section 9.08. SUCCESSOR TRUSTEE AND SUCCESSOR SECURITIES
ADMINISTRATOR..........
Section 9.09. MERGER OR CONSOLIDATION OF TRUSTEE OR SECURITIES
ADMINISTRATOR....
Section 9.10. APPOINTMENT OF CO-TRUSTEE OR SEPARATE
TRUSTEE.....................
Section 9.11. LIMITATION OF
LIABILITY...........................................
Section 9.12. TRUSTEE OR SECURITIES ADMINISTRATOR MAY ENFORCE
CLAIMS WITHOUT
POSSESSION OF CERTIFICATES;
INSPECTION............................
Section 9.13. SUITS FOR
ENFORCEMENT.............................................
Section 9.14. APPOINTMENT OF
CUSTODIANS.........................................
ARTICLE X
Termination
Section 10.01.
TERMINATION......................................................
Section 10.02. ADDITIONAL TERMINATION
REQUIREMENTS..............................
ARTICLE XI
Miscellaneous Provisions
Section 11.01.
AMENDMENT........................................................
Section 11.02. RECORDATION OF
AGREEMENT.........................................
Section 11.03. LIMITATION ON RIGHTS OF
CERTIFICATEHOLDERS.......................
Section 11.04. GOVERNING
LAW....................................................
Section 11.05.
NOTICES..........................................................
Section 11.06. SEVERABILITY OF
PROVISIONS.......................................
Section 11.07.
ASSIGNMENT.......................................................
Section 11.08. CERTIFICATES NONASSESSABLE AND FULLY
PAID........................
Section 11.09. THIRD-PARTY
BENEFICIARIES........................................
Section 11.10.
COUNTERPARTS.....................................................
Section 11.11. EFFECT OF HEADINGS AND TABLE OF
CONTENTS.........................
Section 11.12. MORTGAGE LOANS AND ACCOUNTS HELD FOR BENEFIT OF
THE
CERTIFICATEHOLDERS...............................................
Section 11.13. WAIVER OF JURY
TRIAL.............................................
EXHIBIT A
FORMS OF OFFERED CERTIFICATES.................................
EXHIBIT B-1 FORM
OF CLASS BIO CERTIFICATE.................................
EXHIBIT B-2 FORM
OF CLASS R CERTIFICATES..................................
EXHIBIT B-3 FORM
OF CLASS P CERTIFICATES..................................
EXHIBIT C
MORTGAGE LOAN SCHEDULE........................................
EXHIBIT D
[RESERVED]....................................................
EXHIBIT E
FORM OF MORTGAGE NOTE.........................................
EXHIBIT F
FORM OF MORTGAGE..............................................
EXHIBIT G
TRANSFER AFFIDAVITS...........................................
EXHIBIT H
LETTER OF REPRESENTATIONS.....................................
EXHIBIT I
FORM OF REQUEST FOR RELEASE FOR DOCUMENTS.....................
EXHIBIT J
[RESERVED]....................................................
EXHIBIT K
FORM OF CUSTODIAL AGREEMENT...................................
EXHIBIT L
DELINQUENCY AND LOSS INFORMATION..............................
EXHIBIT M
FORM OF TRANSFEROR CERTIFICATE ...............................
EXHIBIT N-1 FORM
OF INVESTMENT LETTER (NON-RULE 144A).....................
EXHIBIT N-2 FORM
OF RULE 144A LETTER .....................................
EXHIBIT O
FORM OF INITIAL CERTIFICATION.................................
EXHIBIT P
FORM OF FINAL CERTIFICATION...................................
EXHIBIT Q
FORM OF GROUP I INTEREST RATE CAP AGREEMENT...................
EXHIBIT R
PREPAYMENT CHARGE SCHEDULE....................................
EXHIBIT S
[RESERVED]....................................................
EXHIBIT T
FORM OF SECURITIES ADMINISTRATOR CERTIFICATION TO THE MASTER
SERVICER PURSUANT TO SECTION 3.13(d)..........................
EXHIBIT U
FORM OF SERVICER CERTIFICATION TO THE MASTER SERVICER
PURSUANT TO SECTION 3.13(e)...................................
EXHIBIT V
CALCULATION OF REALIZED LOSS/GAIN FORM 332....................
EXHIBIT W
STANDARD FILE LAYOUT--SCHEDULED/SCHEDULED.....................
EXHIBIT X
STANDARD FILE LAYOUT--DELINQUENCY REPORTING...................
<PAGE>
This Pooling and Servicing Agreement, dated as of [o], among
Delta
Funding Corporation, as Seller (the "Seller"), Renaissance Mortgage
Acceptance
Corp., as Depositor, [o] as Servicer (the "Servicer"), [o], as
Trustee (the
"Trustee") and [o], as Master Servicer (the "Master Servicer") and
as Securities
Administrator (the "Securities Administrator").
WITNESSETH THAT:
In consideration of the mutual agreements herein contained, the
parties
hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. DEFINITIONS. Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires,
shall have
the meanings specified in this Article.
1933 ACT: As defined
in Section 3.13 herein.
ACCEPTED MASTER SERVICING PRACTICES: With respect to any Mortgage
Loan,
as applicable, either (x) those mortgage master servicing practices
of prudent
mortgage lending institutions which master service mortgage loans
of the same
type and quality as such Mortgage Loan in the jurisdiction where
the related
Mortgaged Property is located to the extent applicable to the
Master Servicer,
or (y) as provided in Section 4.01 hereof, but in no event below
the standard
set forth in clause (x).
ACCOUNTS: Collectively, the Collection Account and the
Distribution
Account.
ADJUSTED REMIC II WAC: For any Interest Period, the product of
(a)
four, and (b) the weighted average of the interest rates on the
Class II-Q,
Class II-AV-1, Class II-AV-2, Class II-AV-3, Class II-MV-1, Class
II-MV-2, Class
II-MV-3, Class II-MV-4, Class II-AF-1, Class II-AF-2, Class
II-AF-3, Class
II-AF-4, Class II-AF-5, Class II-AF-6, Class II-MF-1, Class
II-MF-2, Class
II-MF-3, Class II-MF-4, Class II-MF-5, Class II-MF-6, Class
II-MF-7, Class
II-MF-8, Class II-MF-9, Class II-AV-Pool and Class II-AF-Pool
Interests in REMIC
II determined for this purpose by first subjecting the rate payable
on the Class
II-Q, Class II-AV-Pool and Class II-AF-Pool Interests to a cap of
zero, and
subjecting the rate payable on each of the Class II-AV-1, Class
II-AV-2, Class
II-AV-3, Class II-MV-1, Class II-MV-2, Class II-MV-3, Class
II-MV-4, Class
II-AF-1, Class II-AF-2, Class II-AF-3, Class II-AF-4, Class
II-AF-5, Class
II-AF-6, Class II-MF-1, Class II-MF-2, Class II-MF-3, Class
II-MF-4, Class
II-MF-5, Class II-MF-6, Class II-MF-7, Class II-MF-8 and Class
II-MF-9 Interests
to a cap that corresponds to the Certificate Rate (adjusted in the
case of the
Adjustable Rate Certificates to reflect a 30/360 day-count
convention) for the
Corresponding Class of Certificates(as described in Section 2.07)
for such
Interest Period.
ADJUSTABLE RATE CERTIFICATES: The Group I Certificates and the
Class
AF-1 Certificates.
AFFILIATE: With respect to any Person, any other Person
controlling,
controlled by or under common control with such Person. For
purposes of this
definition, "control" means the power to direct the management and
policies of a
Person, directly or indirectly, whether through ownership of voting
securities,
by contract or otherwise and "controlling" and "controlled" shall
have meanings
correlative to the foregoing.
AGREEMENT: This Pooling and Servicing Agreement and all
amendments
hereof and supplements hereto.
ANCILLARY INCOME: All income derived from the Mortgage Loans,
other
than Servicing Fees and Master Servicing Fees, including but not
limited to,
late charges, fees received with respect to checks or bank drafts
returned by
the related bank for non-sufficient funds, assumption fees,
optional insurance
administrative fees and all other incidental fees and charges,
including
investment income on the Collection Account and any interest due
and actually
received from the related Mortgagor that accrued during the portion
of the
Prepayment Period that is in the same calendar month as the
Distribution Date
with respect to such Mortgage Loan in connection with such
Principal Prepayments
in full. Ancillary Income does not include any Prepayment
Charges.
APPLIED REALIZED LOSS AMOUNTS: As to any Distribution Date and
each
Loan Group, an amount equal to the excess, if any, of (i) the
aggregate of the
Class Principal Balances of the Group I Certificates or Group II
Certificates,
as applicable, after giving effect to all distributions on such
Distribution
Date over (ii) the Group I Pool Balance or the Group II Pool
Balance, as
applicable, as of the last day of the related Due Period.
APPRAISED VALUE: The appraised value of the Mortgaged Property
based
upon the appraisal or the insured automated valuation report made
by or for the
originator at the time of the origination of the related Mortgage
Loan.
APPROVED SERVICER: For purposes of Sections 3.01(b), 7.04, 8.02
and
8.04 hereof, any established housing and home finance institution,
bank or other
mortgage loan or home equity loan servicer, that meets each of the
following
requirements:
1. An Approved Servicer shall be reasonably acceptable to each
of the Seller, the Depositor, the Master Servicer, the
Securities Administrator and the Trustee;
2. An Approved Servicer shall be either (a) an affiliate or
division of [o] that services mortgage loans similar to the
Mortgage Loans or (b) a Person who has a rating of at least
"Above Average" by S&P and either a rating of at least
"RPS2"
by Fitch or a rating of at least "SQ2" by Moody's;
3. Each Rating Agency shall have delivered a letter to the
Trustee (such letter not to be an expense of the Trustee)
prior to the appointment of the Approved Servicer stating that
the proposed appointment of such Approved Servicer as Servicer
hereunder will not result in the reduction or withdrawal of
the then current ratings of the Offered Certificates; and
4. An Approved Servicer shall have a net worth of not less
than $25,000,000.
ASSIGNMENT OF MORTGAGE: With respect to any Mortgage, an
assignment,
notice of transfer or equivalent instrument, in recordable form,
sufficient
under the laws of the jurisdiction in which the related Mortgaged
Property is
located to reflect the sale of the Mortgage to the Trustee.
AUTHORIZED NEWSPAPER: A newspaper of general circulation in the
Borough
of Manhattan, The City of New York, printed in the English language
and
customarily published on each Business Day, whether or not
published on
Saturdays, Sundays and holidays.
AVAILABLE FUNDS: As to any Distribution Date and each Loan Group,
an
amount equal to the sum of the following amounts, without
duplication, with
respect to the Mortgage Loans in such Loan Group: (i) scheduled
payments of
principal and interest on the Mortgage Loans due during the related
Due Period
and received by the Servicer and the Master Servicer (net of
amounts
representing the Servicing Fee and the Master Servicing Fee with
respect to each
Mortgage Loan and reimbursement for Monthly Advances and Servicing
Advances and
other amounts reimbursable to the Seller, the Depositor, the
Servicer, the
Master Servicer, the Securities Administrator and the Trustee
pursuant to
Sections 7.03, 3.01(g), 8.01(b), 8.03(b) (with respect to Servicing
Transfer
Costs) and 9.05 (with respect to reasonable indemnification
amounts), as
applicable); (ii) Net Liquidation Proceeds, Insurance Proceeds and
any
Recoveries with respect to the Mortgage Loans and unscheduled
payments of
principal and interest on the Mortgage Loans received by the
Servicer and the
Master Servicer during the related Prepayment Period (net of
amounts
representing the Servicing Fee and the Master Servicing Fee and any
Ancillary
Income with respect to each Mortgage Loan and reimbursement for
Monthly Advances
and Servicing Advances); (iii) the Purchase Price for repurchased
Defective
Mortgage Loans and any related Substitution Adjustment Amounts;
(iv) payments
from the Servicer and the Master Servicer in connection with (a)
Monthly
Advances and (b) Compensating Interest; and (v) payments from DFC
in connection
with the termination of the Trust with respect to the Mortgage
Loans as provided
in this Agreement.
BALLOON LOAN: Any Mortgage Loan that provided on the date of
origination for scheduled monthly payments in level amounts
substantially lower
than the amount of the final scheduled payment.
BASIC PRINCIPAL AMOUNT: As to any Distribution Date and Loan Group,
an
amount equal to the sum of the following amounts (without
duplication) with
respect to the Mortgage Loans in that Loan Group: (i) each
scheduled payment of
principal on a Mortgage Loan due during such Due Period and
received by the
Servicer and remitted by the Servicer to the Master Servicer on or
prior to the
related Determination Date; (ii) any Net Liquidation Proceeds
allocable to
principal, any Recoveries and all full and partial principal
prepayments
received by the Servicer and remitted by the Servicer to the Master
Servicer
during the related Prepayment Period; (iii) the portion of the
Purchase Price
allocable to principal of all repurchased Defective Mortgage Loans
with respect
to such Distribution Date; (iv) any Substitution Adjustment
allocable to
principal received on or prior to the previous Determination Date
and not yet
distributed; and (vi) any Monthly Advances with respect to
scheduled payments of
principal due during the related Due Period.
BIF: The Bank Insurance Fund, as from time to time constituted,
created
under the Financial Institutions Reform, Recovery and Enhancement
Act of 1989,
or, if at any time after the execution of this Agreement the Bank
Insurance Fund
is not existing and performing duties now assigned to it, the body
performing
such duties on such date.
BLANKET MORTGAGE: The mortgage or mortgages encumbering a
Cooperative
Property.
BOOK-ENTRY CERTIFICATE: Any Offered Certificate registered in the
name
of the Depository or its nominee, ownership of which is reflected
on the books
of the Depository or on the books of a Person maintaining an
account with such
Depository (directly or as an indirect participant in accordance
with the rules
of such Depository).
BUSINESS DAY: Any day other than a Saturday, a Sunday or a day on
which
banking institutions in New York City, the States of Florida,
Maryland,
Minnesota and New Jersey or the city in which the Corporate Trust
Office of the
Trustee or the Securities Administrator is located are authorized
or obligated
by law or executive order to close.
CAP PROVIDER: [o], and
its successors in interest.
CERTIFICATE: Any Offered Certificate, Class P Certificate, Class
BIO
Certificate or Residual Certificate.
CERTIFICATE BALANCE: As of any date of determination, the aggregate
of
the Class Principal Balances of the Certificates.
CERTIFICATE GROUP:
Either the Group I or the Group II Certificates.
CERTIFICATE INDEX: The rate for one month United States dollar
deposits
quoted on Telerate Page 3750 as of 11:00 A.M., London time, on the
second LIBOR
Business Day prior to the first day of any Interest Period relating
to the
Adjustable Rate Certificates. "Telerate Page 3750" means the
display designated
as page 3750 on Bridge Telerate Service (or such other page as may
replace page
3750 on that service for the purpose of displaying London interbank
offered
rates of major banks). 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 LIBOR or comparable
rates as may be
reasonably selected by the Securities Administrator after
consultation with the
Seller), the rate will be the Reference Bank Rate. If no such
quotations can be
obtained and no Reference Bank Rate is available, the Certificate
Index will be
the Certificate Index applicable to the preceding Distribution
Date. On the
second LIBOR Business Day immediately preceding each Distribution
Date, the
Securities Administrator shall determine the Certificate Index for
the Interest
Period commencing on such Distribution Date and inform the Seller
and the
Servicer of such rate.
CERTIFICATE MARGIN: As to any Adjustable Rate Certificate, the
respective amount set forth below:
CLASS
CERTIFICATE MARGIN
-----
------------------
(1)
(2)
AV-1
AV-2
AV-3
MV-1
MV-2
MV-3
MV-4
AF-1
----------
(1) On or before the Optional Termination Date.
(2) After the Optional Termination Date.
CERTIFICATE OWNER: The Person who is the beneficial owner of a
Book-Entry Certificate.
CERTIFICATE RATE: As to any Class of Certificates, the respective
per
annum rate set forth or described below:
CLASS
CERTIFICATE RATE
-----
----------------
AV-1
AV-2
AV-3
MV-1
MV-2
MV-3
MV-4
AF-1
AF-2
AF-3
AF-4
AF-5
AF-6
MF-1
MF-2
MF-3
MF-4
MF-5
MF-6
MF-7
MF-8
MF-9
BIO
P
R-1
R-2
----------
(1) As to any Distribution Date, the lesser of (i) the Certificate
Index plus
the applicable Certificate Margin and (ii) the related Net Rate
Cap.
(2) As to (i) any Distribution Date before the Optional Termination
Date, the
lesser of (a) the fixed rate of interest shown above and (b) the
related Net
Rate Cap and (ii) any Distribution Date after the Optional
Termination Date, the
lesser of (a) the sum of the fixed interest rate shown above and
[o]% and (b)
the related Net Rate Cap.
(3) Calculated as provided in the definition of "Class BIO
Certificate Rate."
CERTIFICATE REGISTER AND CERTIFICATE REGISTRAR: The register
maintained
and the registrar appointed pursuant to Section 6.02.
CERTIFICATEHOLDER OR HOLDER: The Person in whose name a Certificate
is
registered in the Certificate Register, except that, solely for the
purpose of
giving any consent, direction, waiver or request pursuant to this
Agreement, (x)
any Offered Certificate registered in the name of the Seller or the
Depositor or
any Person known to a Responsible Officer to be an Affiliate of the
Seller or
the Depositor and (y) any Offered Certificate for which the Seller
or the
Depositor or any Person known to a Responsible Officer to be an
Affiliate of the
Seller or the Depositor is the Certificate Owner or Holder shall be
deemed not
to be outstanding (unless to the knowledge of a Responsible Officer
(i) the
Seller or such Affiliate is acting as trustee or nominee for a
Person who is not
an Affiliate of such Seller or the Depositor and who makes the
voting decision
with respect to such Offered Certificates or (ii) the Seller or the
Depositor or
such Affiliate is the Certificate Owner or Holder of all the
Certificates of a
Class, but only with respect to the Class as to which the Seller or
the
Depositor or such Affiliate owns all the Certificates) and the
Percentage
Interest evidenced thereby shall not be taken into account in
determining
whether the requisite amount of Percentage Interests necessary to
effect any
such consent, direction, waiver or request has been obtained.
CERTIFICATION: As
defined in Section 3.13 herein.
CIVIL RELIEF ACT: The Servicemembers Civil Relief Act and similar
state
laws.
CIVIL RELIEF ACT INTEREST SHORTFALL: With respect to any
Distribution
Date, for any Mortgage Loan as to which there has been a reduction
in the amount
of interest collectible thereon for the most recently ended Due
Period as a
result of the application of the Civil Relief Act, the amount by
which (i)
interest collectible on such Mortgage Loan during such Due Period
is less than
(ii) one month's interest on the Principal Balance of such Mortgage
Loan at the
Loan Rate for such Mortgage Loan before giving effect to the
application of the
Civil Relief Act.
CLASS: All
Certificates having the same designation.
CLASS AF CERTIFICATES: The Class AF-1 Certificates, Class AF-2
Certificates, Class AF-3 Certificates, Class AF-4 Certificates,
Class AF-5
Certificates and Class AF-6 Certificates.
CLASS AF-1 CERTIFICATE: Any Certificate executed and authenticated
by
the Securities Administrator substantially in the form attached
hereto as
Exhibit A and designated as a Class AF-1 Certificate pursuant to
Section 6.01.
CLASS AF-2 CERTIFICATE: Any Certificate executed and authenticated
by
the Securities Administrator substantially in the form attached
hereto as
Exhibit A and designated as a Class AF-2 Certificate pursuant to
Section 6.01.
CLASS AF-3 CERTIFICATE: Any Certificate executed and authenticated
by
the Securities Administrator substantially in the form attached
hereto as
Exhibit A and designated as a Class AF-3 Certificate pursuant to
Section 6.01.
CLASS AF-4 CERTIFICATE: Any Certificate executed and authenticated
by
the Securities Administrator substantially in the form attached
hereto as
Exhibit A and designated as a Class AF-4 Certificate pursuant to
Section 6.01.
CLASS AF-5 CERTIFICATE: Any Certificate executed and authenticated
by
the Securities Administrator substantially in the form attached
hereto as
Exhibit A and designated as a Class AF-5 Certificate pursuant to
Section 6.01.
CLASS AF-6 CALCULATION PERCENTAGE: For any Distribution Date will
be
the fraction, expressed as a percentage, the numerator of which is
the Class
Principal Balance of the Class AF-6 Certificates, and the
denominator of which
is the aggregate of the Class Principal Balances of the Class AF
Certificates,
in each case before giving effect to any distributions in reduction
of the
Certificate Principal Balances of the Class AF Certificates
pursuant to Section
5.01 hereof.
CLASS AF-6 CERTIFICATE: Any Certificate executed and authenticated
by
the Securities Administrator substantially in the form attached
hereto as
Exhibit A and designated as a Class AF-6 Certificate pursuant to
Section 6.01.
CLASS AF-6 LOCKOUT DISTRIBUTION AMOUNT: For any Distribution Date
will
be an amount equal to the product of (1) the applicable Class AF-6
Lockout
Percentage for that Distribution Date, (2) the Class AF-6
Calculation Percentage
and (3) the Group II Senior Principal Distribution Amount for that
Distribution
Date. In no event shall the Class AF-6 Lockout Distribution Amount
exceed the
outstanding Class Principal Balance of the Class AF-6 Certificates
or the Group
II Senior Principal Distribution Amount for such Distribution
Date.
CLASS AF-6 LOCKOUT PERCENTAGE: For each Distribution Date will be
as
follows:
DISTRIBUTION DATE
LOCKOUT PERCENTAGE
-------------------
------------------
1st to 36th
37th to 60th
61st to 72nd
73rd to 84th
85th and thereafter
CLASS AV CERTIFICATES: The Class AV-1 Certificates, Class AV-2
Certificates and Class AV-3 Certificates.
CLASS AV-1 CERTIFICATE: Any Certificate executed and authenticated
by
the Securities Administrator substantially in the form attached
hereto as
Exhibit A and designated as a Class AV-1 Certificate pursuant to
Section 6.01.
CLASS AV-2 CERTIFICATE: Any Certificate executed and authenticated
by
the Securities Administrator substantially in the form attached
hereto as
Exhibit A and designated as a Class AV-2 Certificate pursuant to
Section 6.01.
CLASS AV-3 CERTIFICATE: Any Certificate executed and authenticated
by
the Securities Administrator substantially in the form attached
hereto as
Exhibit A and designated as a Class AV-3 Certificate pursuant to
Section 6.01.
CLASS BIO CERTIFICATE: Any Certificate executed and authenticated
by
the Securities Administrator substantially in the form attached
hereto as
Exhibit B-1 and designated as a Class BIO Certificate pursuant to
Section 6.01.
CLASS BIO CERTIFICATE RATE: For each Distribution Date (and the
related
Interest Period) the Class BIO Certificate shall bear interest at a
rate equal
to the excess of (i) the weighted average of the interest rates on
the Class
II-AV-1, Class II-AV-2, Class II-AV-3, Class II-MV-1, Class
II-MV-2, Class
II-MV-3, Class II-MV-4, Class II-AF-1, Class II-AF-2, Class
II-AF-3, Class
II-AF-4, Class II-AF-5, Class II-AF-6, Class II-MF-1, Class
II-MF-2, Class
II-MF-3, Class II-MF-4, Class II-MF-5, Class II-MF-6, Class
II-MF-7, Class
II-MF-8, Class II-MF-9, Class II-AV-Pool, Class II-AF-Pool and
Class II-Q
Interests, weighted on the basis of the principal balance of each
such REMIC II
Interest, over (b) the Adjusted REMIC II WAC. For any Distribution
Date,
interest that accrues on the Class BIO Interest shall be deferred
to the extent
of any increase in the Overcollateralization Amount on such date.
Such deferred
interest shall not itself bear interest.
CLASS BIO DISTRIBUTION AMOUNT: On any Distribution Date, the excess
of
(a) the sum of (i) the Class BIO Initial Principal Balance and (ii)
all interest
accrued on the Class BIO Notional Amount at the Class BIO
Certificate Rate for
the Interest Period related to such Distribution Date and for all
prior Interest
Periods, over (b) the sum of all amounts distributed on prior
Distribution Dates
with respect to the Class BIO Certificate pursuant to Section
5.01(a)(i)(13) and
(15) and Section 5.01(a)(ii)(18) and (20) hereof.
CLASS BIO NOTIONAL AMOUNT: On any Distribution Date, an amount
equal to
the aggregate of the principal balances of the Class II-AV-1, Class
II-AV-2,
Class II-AV-3, Class II-MV-1, Class II-MV-2, Class II-MV-3, Class
II-MV-4, Class
II-AF-1, Class II-AF-2, Class II-AF-3, Class II-AF-4, Class
II-AF-5, Class
II-AF-6, Class II-MF-1, Class II-MF-2, Class II-MF-3, Class
II-MF-4, Class
II-MF-5, Class II-MF-6, Class II-MF-7, Class II-MF-8, Class
II-MF-9, Class
II-AV-Pool, Class II-AF-Pool and Class II-Q Interests for such
Distribution
Date, determined before taking into account distributions on such
Distribution
Date (I.E., the Pool Balance as of the first day of the related Due
Period).
CLASS BIO INITIAL PRINCIPAL BALANCE: An amount equal to the
initial
Overcollateralization Amount as of the Closing Date. The Class BIO
Certificates
shall not accrue interest on this balance, but instead, will accrue
interest on
the Class BIO Notional Amount.
CLASS INTEREST CARRYOVER SHORTFALL: As to any Class of Regular
Certificates and any Distribution Date, an amount equal to the sum
of (i) the
excess of the related Class Monthly Interest Amount for the
preceding
Distribution Date and any Outstanding Class Interest Carryover
Shortfall with
respect to such Class on such preceding Distribution Date, over the
amount in
respect of interest that is actually distributed to the Holders of
such Class on
such preceding Distribution Date plus (ii) one month's interest on
such excess,
to the extent permitted by law, at the related Certificate
Rate.
CLASS INTEREST DISTRIBUTION: As to any Class of Regular
Certificates
and Distribution Date, an amount equal to the sum of (a) the
related Class
Monthly Interest Amount and (b) any Class Interest Carryover
Shortfall for such
Class of Certificates for such Distribution Date.
CLASS MF CERTIFICATES: The Class MF-1 Certificates, Class MF-2
Certificates, Class MF-3 Certificates, Class MF-4 Certificates,
Class MF-5
Certificates, Class MF-6 Certificates, Class MF-7 Certificates,
Class MF-8
Certificates and Class MF-9 Certificates.
CLASS MF-1 CERTIFICATE: Any Certificate executed and authenticated
by
the Securities Administrator substantially in the form attached
hereto as
Exhibit A and designated as a Class MF-1 Certificate pursuant to
Section 6.01.
CLASS MF-1 PRINCIPAL DISTRIBUTION AMOUNT: As to any Distribution
Date
on or after the Group II Stepdown Date, (x) 100% of the Group II
Principal
Distribution Amount if the aggregate Class Principal Balance of the
Class AF
Certificates has been reduced to zero and a Group II Delinquency
Event exists,
or (y) if any Class AF Certificates are outstanding and a Group II
Delinquency
Event is not in effect: the excess of (1) the sum of (A) the
aggregate Class
Principal Balance of the Class AF Certificates (after giving effect
to
distributions of the Group II Senior Principal Distribution Amount
for such
Distribution Date) and (B) the Class Principal Balance of the Class
MF-1
Certificates immediately prior to such Distribution Date over (2)
the lesser of
(A) [o]% of the Group II Pool Balance as of the last day of the
related Due
Period, minus the related Subordination Required
Overcollateralization Amount
for that Distribution Date and (B) the Group II Pool Balance as of
the last day
of the related Due Period minus the related OC Floor.
CLASS MF-2 CERTIFICATE: Any Certificate executed and authenticated
by
the Securities Administrator substantially in the form attached
hereto as
Exhibit A and designated a Class MF-2 Certificate pursuant to
Section 6.01.
CLASS MF-2 PRINCIPAL DISTRIBUTION AMOUNT: As to any Distribution
Date
on or after the Group II Stepdown Date, (x) 100% of the Group II
Principal
Distribution Amount if the aggregate Class Principal Balances of
the Class AF
and Class MF-1 Certificates have been reduced to zero and a Group
II Delinquency
Event exists, or (y) if the Class AF and Class MF-1 Certificates
are outstanding
and a Group II Delinquency Event is not in effect: the excess of
(1) the sum of
(A) the aggregate Class Principal Balance of the Class AF
Certificates (after
giving effect to distributions of the Group II Senior Principal
Distribution
Amount for such Distribution Date), (B) the Class Principal Balance
of the Class
MF-1 Certificates (after giving effect to distribution of the Class
MF-1
Principal Distribution Amount for such Distribution Date) and (C)
the Class
Principal Balance of the Class MF-2 Certificates immediately prior
to such
Distribution Date over (2) the lesser of (A) [o]% of the Group II
Pool Balance
as of the last day of the related Due Period, minus the related
Subordination
Required Overcollateralization Amount for that Distribution Date
and (B) the
Group II Pool Balance as of the last day of the related Due Period
minus the
related OC Floor.
CLASS MF-3 CERTIFICATE: Any Certificate executed and authenticated
by
the Securities Administrator substantially in the form attached
hereto as
Exhibit A and designated a Class MF-3 Certificate pursuant to
Section 6.01.
CLASS MF-3 PRINCIPAL DISTRIBUTION AMOUNT: As to any Distribution
Date
on or after the Group II Stepdown Date, (x) 100% of the Group II
Principal
Distribution Amount if the aggregate Class Principal Balances of
the Class AF,
Class MF-1 and Class MF-2 Certificates have been reduced to zero
and a Group II
Delinquency Event exists, or (y) if the Class AF, Class MF-1 and
Class MF-2
Certificates are outstanding and a Group II Delinquency Event is
not in effect:
the excess of (1) the sum of (A) the aggregate Class Principal
Balance of the
Class AF Certificates (after giving effect to distributions of the
Group II
Senior Principal Distribution Amount for such Distribution Date),
(B) the Class
Principal Balance of the Class MF-1 Certificates (after giving
effect to
distribution of the Class MF-1 Principal Distribution Amount for
such
Distribution Date), (C) the Class Principal Balance of the Class
MF-2
Certificates (after giving effect to distribution of the Class MF-2
Principal
Distribution Amount for such Distribution Date) and (D) the Class
Principal
Balance of the Class MF-3 Certificates immediately prior to such
Distribution
Date over (2) the lesser of (A) [o]% of the Group II Pool Balance
as of the last
day of the related Due Period, minus the related Subordination
Required
Overcollateralization Amount for that Distribution Date and (B) the
Group II
Pool Balance as of the last day of the related Due Period minus the
related OC
Floor.
CLASS MF-4 CERTIFICATE: Any Certificate executed and authenticated
by
the Securities Administrator substantially in the form attached
hereto as
Exhibit A and designated a Class MF-4 Certificate pursuant to
Section 6.01.
CLASS MF-4 PRINCIPAL DISTRIBUTION AMOUNT: As to any Distribution
Date
on or after the Group II Stepdown Date, (x) 100% of the Group II
Principal
Distribution Amount if the aggregate Class Principal Balances of
the Class AF,
Class MF-1, Class MF-2 and Class MF-3 Certificates have been
reduced to zero and
a Group II Delinquency Event exists, or (y) if the Class AF, Class
MF-1, Class
MF-2 and Class MF-3 Certificates are outstanding and a Group II
Delinquency
Event is not in effect: the excess of (1) the sum of (A) the
aggregate Class
Principal Balance of the Class AF Certificates (after giving effect
to
distributions of the Group II Senior Principal Distribution Amount
for such
Distribution Date), (B) the Class Principal Balance of the Class
MF-1
Certificates (after giving effect to distribution of the Class MF-1
Principal
Distribution Amount for such Distribution Date), (C) the Class
Principal Balance
of the Class MF-2 Certificates (after giving effect to distribution
of the Class
MF-2 Principal Distribution Amount for such Distribution Date), (D)
the Class
Principal Balance of the Class MF-3 Certificates (after giving
effect to
distribution of the Class MF-3 Principal Distribution Amount for
such
Distribution Date) and (E) the Class Principal Balance of the Class
MF-4
Certificates immediately prior to such Distribution Date over (2)
the lesser of
(A) [o]% of the Group II Pool Balance as of the last day of the
related Due
Period, minus the related Subordination Required
Overcollateralization Amount
for that Distribution Date and (B) the Group II Pool Balance as of
the last day
of the related Due Period minus the related OC Floor.
CLASS MF-5 CERTIFICATE: Any Certificate executed and authenticated
by
the Securities Administrator substantially in the form attached
hereto as
Exhibit A and designated a Class MF-5 Certificate pursuant to
Section 6.01.
CLASS MF-5 PRINCIPAL DISTRIBUTION AMOUNT: As to any Distribution
Date
on or after the Group II Stepdown Date, (x) 100% of the Group II
Principal
Distribution Amount if the aggregate Class Principal Balances of
the Class AF,
Class MF-1, Class MF-2, Class MF-3 and Class MF-4 Certificates have
been reduced
to zero and a Group II Delinquency Event exists, or (y) if the
Class AF, Class
MF-1, Class MF-2, Class MF-3 and Class MF-4 Certificates are
outstanding and a
Group II Delinquency Event is not in effect: the excess of (1) the
sum of (A)
the aggregate Class Principal Balance of the Class AF Certificates
(after giving
effect to distributions of the Group II Senior Principal
Distribution Amount for
such Distribution Date), (B) the Class Principal Balance of the
Class MF-1
Certificates (after giving effect to distribution of the Class MF-1
Principal
Distribution Amount for such Distribution Date), (C) the Class
Principal Balance
of the Class MF-2 Certificates (after giving effect to distribution
of the Class
MF-2 Principal Distribution Amount for such Distribution Date), (D)
the Class
Principal Balance of the Class MF-3 Certificates (after giving
effect to
distribution of the Class MF-3 Principal Distribution Amount for
such
Distribution Date), (E) the Class Principal Balance of the Class
MF-4
Certificates (after giving effect to distribution of the Class MF-4
Principal
Distribution Amount for such Distribution Date) and (F) the Class
Principal
Balance of the Class M-F5 Certificates immediately prior to such
Distribution
Date over (2) the lesser of (A) [o]% of the Group II Pool Balance
as of the last
day of the related Due Period, minus the related Subordination
Required
Overcollateralization Amount for that Distribution Date and (B) the
Group II
Pool Balance as of the last day of the related Due Period minus the
related OC
Floor.
CLASS MF-6 CERTIFICATE: Any Certificate executed and authenticated
by
the Securities Administrator substantially in the form attached
hereto as
Exhibit A and designated a Class MF-6 Certificate pursuant to
Section 6.01.
CLASS MF-6 PRINCIPAL DISTRIBUTION AMOUNT: As to any Distribution
Date
on or after the Group II Stepdown Date, (x) 100% of the Group II
Principal
Distribution Amount if the aggregate Class Principal Balances of
the Class AF,
Class MF-1, Class MF-2, Class MF-3, Class MF-4 and Class MF-5
Certificates have
been reduced to zero and a Group II Delinquency Event exists, or
(y) if the
Class AF, Class MF-1, Class MF-2, Class MF-3, Class MF-4 and Class
MF-5
Certificates are outstanding and a Group II Delinquency Event is
not in effect:
the excess of (1) the sum of (A) the aggregate Class Principal
Balance of the
Class AF Certificates (after giving effect to distributions of the
Senior
Principal Distribution Amount for such Distribution Date), (B) the
Class
Principal Balance of the Class MF-1 Certificates (after giving
effect to
distribution of the Class MF-1 Principal Distribution Amount for
such
Distribution Date), (C) the Class Principal Balance of the Class
M-2
Certificates (after giving effect to distribution of the Class MF-2
Principal
Distribution Amount for such Distribution Date), (D) the Class
Principal Balance
of the Class MF-3 Certificates (after giving effect to distribution
of the Class
MF-3 Principal Distribution Amount for such Distribution Date), (E)
the Class
Principal Balance of the Class MF-4 Certificates (after giving
effect to
distribution of the Class MF-4 Principal Distribution Amount for
such
Distribution Date), (F) the Class Principal Balance of the Class
MF-5
Certificates (after giving effect to distribution of the Class MF-5
Principal
Distribution Amount for such Distribution Date) and (G) the Class
Principal
Balance of the Class MF-6 Certificates immediately prior to such
Distribution
Date over (2) the lesser of (A) [o]% of the Group II Pool Balance
as of the last
day of the related Due Period, minus the related Subordination
Required
Overcollateralization Amount for that Distribution Date and (B) the
Group II
Pool Balance as of the last day of the related Due Period minus the
related OC
Floor.
CLASS MF-7 CERTIFICATE: Any Certificate executed and authenticated
by
the Securities Administrator substantially in the form attached
hereto as
Exhibit A and designated a Class MF-7 Certificate pursuant to
Section 6.01.
CLASS MF-7 PRINCIPAL DISTRIBUTION AMOUNT: As to any Distribution
Date
on or after the Group II Stepdown Date, (x) 100% of the Group II
Principal
Distribution Amount if the aggregate Class Principal Balances of
the Class AF,
Class MF-1, Class MF-2, Class MF-3, Class MF-4, Class MF-5 and
Class MF-6
Certificates have been reduced to zero and a Group II Delinquency
Event exists,
or (y) if the Class AF, Class MF-1, Class MF-2, Class MF-3, Class
MF-4, Class
MF-5 and Class MF-6 Certificates are outstanding and a Group II
Delinquency
Event is not in effect: the excess of (1) the sum of (A) the
aggregate Class
Principal Balance of the Class AF Certificates (after giving effect
to
distributions of the Group II Senior Principal Distribution Amount
for such
Distribution Date), (B) the Class Principal Balance of the Class
MF-1
Certificates (after giving effect to distribution of the Class MF-1
Principal
Distribution Amount for such Distribution Date), (C) the Class
Principal Balance
of the Class MF-2 Certificates (after giving effect to distribution
of the Class
MF-2 Principal Distribution Amount for such Distribution Date), (D)
the Class
Principal Balance of the Class MF-3 Certificates (after giving
effect to
distribution of the Class MF-3 Principal Distribution Amount for
such
Distribution Date), (E) the Class Principal Balance of the Class
MF-4
Certificates (after giving effect to distribution of the Class MF-4
Principal
Distribution Amount for such Distribution Date), (F) the Class
Principal Balance
of the Class MF-5 Certificates (after giving effect to distribution
of the Class
MF-5 Principal Distribution Amount for such Distribution Date), (G)
the Class
Principal Balance of the Class MF-6 Certificates (after giving
effect to
distribution of the Class MF-6 Principal Distribution Amount for
such
Distribution Date) and (H) the Class Principal Balance of the Class
MF-7
Certificates immediately prior to such Distribution Date over (2)
the lesser of
(A) [o]% of the Group II Pool Balance as of the last day of the
related Due
Period, minus the related Subordination Required
Overcollateralization Amount
for that Distribution Date and (B) the Group II Pool Balance as of
the last day
of the related Due Period minus the related OC Floor.
CLASS MF-8 CERTIFICATE: Any Certificate executed and authenticated
by
the Securities Administrator substantially in the form attached
hereto as
Exhibit A and designated a Class MF-8 Certificate pursuant to
Section 6.01.
CLASS MF-8 PRINCIPAL DISTRIBUTION AMOUNT: As to any Distribution
Date
on or after the Group II Stepdown Date, (x) 100% of the Group II
Principal
Distribution Amount if the aggregate Class Principal Balances of
the Class AF,
Class MF-1, Class MF-2, Class MF-3, Class MF-4, Class MF-5, Class
MF-6 and Class
MF-7 Certificates have been reduced to zero and a Group II
Delinquency Event
exists, or (y) if the Class AF, Class MF-1, Class MF-2, Class MF-3,
Class MF-4,
Class MF-5, Class MF-6 and Class MF-7 Certificates are outstanding
and a Group
II Delinquency Event is not in effect: the excess of (1) the sum of
(A) the
aggregate Class Principal Balance of the Class AF Certificates
(after giving
effect to distributions of the Group II Senior Principal
Distribution Amount for
such Distribution Date), (B) the Class Principal Balance of the
Class MF-1
Certificates (after giving effect to distribution of the Class MF-1
Principal
Distribution Amount for such Distribution Date), (C) the Class
Principal Balance
of the Class MF-2 Certificates (after giving effect to distribution
of the Class
MF-2 Principal Distribution Amount for such Distribution Date), (D)
the Class
Principal Balance of the Class MF-3 Certificates (after giving
effect to
distribution of the Class MF-3 Principal Distribution Amount for
such
Distribution Date), (E) the Class Principal Balance of the Class
MF-4
Certificates (after giving effect to distribution of the Class MF-4
Principal
Distribution Amount for such Distribution Date), (F) the Class
Principal Balance
of the Class MF-5 Certificates (after giving effect to distribution
of the Class
MF-5 Principal Distribution Amount for such Distribution Date), (G)
the Class
Principal Balance of the Class MF-6 Certificates (after giving
effect to
distribution of the Class MF-6 Principal Distribution Amount for
such
Distribution Date), (H) the Class Principal Balance of the Class
MF-7
Certificates (after giving effect to distribution of the Class MF-7
Principal
Distribution Amount) and (I) the Class Principal Balance of the
Class MF-8
Certificates immediately prior to such Distribution Date over (2)
the lesser of
(A) [o]% of the Group II Pool Balance as of the last day of the
related Due
Period, minus the related Subordination Required
Overcollateralization Amount
for that Distribution Date and (B) the Group II Pool Balance as of
the last day
of the related Due Period minus the related OC Floor.
CLASS MF-9 CERTIFICATE: Any Certificate executed and authenticated
by
the Securities Administrator substantially in the form attached
hereto as
Exhibit A and designated a Class MF-9 Certificate pursuant to
Section 6.01.
CLASS MF-9 PRINCIPAL DISTRIBUTION AMOUNT: As to any Distribution
Date
on or after the Group II Stepdown Date, (x) 100% of the Group II
Principal
Distribution Amount if the aggregate Class Principal Balances of
the Class AF,
Class MF-1, Class MF-2, Class MF-3, Class MF-4, Class MF-5, Class
MF-6, Class
MF-7 and Class MF-8 Certificates have been reduced to zero and a
Group II
Delinquency Event exists, or (y) if the Class AF, Class MF-1, Class
MF-2, Class
MF-3, Class MF-4, Class MF-5, Class MF-6, Class MF-7 and Class MF-8
Certificates
are outstanding and a Group II Delinquency Event is not in effect:
the excess of
(1) the sum of (A) the aggregate Class Principal Balance of the
Class AF
Certificates (after giving effect to distributions of the Group II
Senior
Principal Distribution Amount for such Distribution Date), (B) the
Class
Principal Balance of the Class MF-1 Certificates (after giving
effect to
distribution of the Class MF-1 Principal Distribution Amount for
such
Distribution Date), (C) the Class Principal Balance of the Class
MF-2
Certificates (after giving effect to distribution of the Class MF-2
Principal
Distribution Amount for such Distribution Date), (D) the Class
Principal Balance
of the Class MF-3 Certificates (after giving effect to distribution
of the Class
MF-3 Principal Distribution Amount for such Distribution Date), (E)
the Class
Principal Balance of the Class MF-4 Certificates (after giving
effect to
distribution of the Class MF-4 Principal Distribution Amount for
such
Distribution Date), (F) the Class Principal Balance of the Class
MF-5
Certificates (after giving effect to distribution of the Class MF-5
Principal
Distribution Amount for such Distribution Date), (G) the Class
Principal Balance
of the Class MF-6 Certificates (after giving effect to distribution
of the Class
MF-6 Principal Distribution Amount for such Distribution Date), (H)
the Class
Principal Balance of the Class MF-7 Certificates (after giving
effect to
distribution of the Class MF-7 Principal Distribution Amount), (I)
the Class
Principal Balance of the Class M-8 Certificates (after giving
effect to
distribution of the Class MF-8 Principal Distribution Amount) and
(J) the Class
Principal Balance of the Class MF-9 Certificates immediately prior
to such
Distribution Date over (2) the lesser of (A) 100.00% of the Group
II Pool
Balance as of the last day of the related Due Period, minus the
related
Subordination Required Overcollateralization Amount for that
Distribution Date
and (B) the Group II Pool Balance as of the last day of the related
Due Period
minus the related OC Floor.
CLASS MONTHLY INTEREST AMOUNT: As to any Distribution Date and
Class of
Regular Certificates, interest (i) for the related Interest Period
at the
related Certificate Rate on the related Class Principal Balance
immediately
prior to that Distribution Date minus (ii) such Class' pro rata
portion of any
Civil Relief Act Interest Shortfall related to the Mortgage Loans
in the Loan
Group related to such Class during the related Due Period based on
the amount of
interest to which each such Class would otherwise be entitled in
the absence of
such shortfall.
CLASS MV CERTIFICATES: The Class MV-1 Certificates, Class MV-2
Certificates, Class MV-3 Certificates and Class MV-4
Certificates.
CLASS MV-1 CERTIFICATE: Any Certificate executed and authenticated
by
the Securities Administrator substantially in the form attached
hereto as
Exhibit A and designated as a Class MV-1 Certificate pursuant to
Section 6.01.
CLASS MV-1 PRINCIPAL DISTRIBUTION AMOUNT: As to any Distribution
Date
on or after the Group I Stepdown Date, (x) 100% of the Group I
Principal
Distribution Amount if the aggregate Class Principal Balance of the
Class AV
Certificates has been reduced to zero and a Group I Delinquency
Event exists, or
(y) if any Class AV Certificates are outstanding and a Group I
Delinquency Event
is not in effect: the excess of (1) the sum of (A) the aggregate
Class Principal
Balance of the Class AV Certificates (after giving effect to
distributions of
the Group I Senior Principal Distribution Amount for such
Distribution Date) and
(B) the Class Principal Balance of the Class MV-1 Certificates
immediately prior
to such Distribution Date over (2) the lesser of (A) [o]% of the
Group I Pool
Balance as of the last day of the related Due Period, minus the
related
Subordination Required Overcollateralization Amount for that
Distribution Date
and (B) the Group I Pool Balance as of the last day of the related
Due Period
minus the related OC Floor.
CLASS MV-2 CERTIFICATE: Any Certificate executed and authenticated
by
the Securities Administrator substantially in the form attached
hereto as
Exhibit A and designated a Class MV-2 Certificate pursuant to
Section 6.01.
CLASS MV-2 PRINCIPAL DISTRIBUTION AMOUNT: As to any Distribution
Date
on or after the Group I Stepdown Date, (x) 100% of the Group I
Principal
Distribution Amount if the aggregate Class Principal Balances of
the Class AV
and Class MV-1 Certificates have been reduced to zero and a Group I
Delinquency
Event exists, or (y) if the Class AV and Class MV-1 Certificates
are outstanding
and a Group I Delinquency Event is not in effect: the excess of (1)
the sum of
(A) the aggregate Class Principal Balance of the Class AV
Certificates (after
giving effect to distributions of the Group I Senior Principal
Distribution
Amount for such Distribution Date), (B) the Class Principal Balance
of the Class
MV-1 Certificates (after giving effect to distribution of the Class
MV-1
Principal Distribution Amount for such Distribution Date) and (C)
the Class
Principal Balance of the Class MV-2 Certificates immediately prior
to such
Distribution Date over (2) the lesser of (A) [o]% of the Group I
Pool Balance as
of the last day of the related Due Period, minus the related
Subordination
Required Overcollateralization Amount for that Distribution Date
and (B) the
Group I Pool Balance as of the last day of the related Due Period
minus the
related OC Floor.
CLASS MV-3 CERTIFICATE: Any Certificate executed and authenticated
by
the Securities Administrator substantially in the form attached
hereto as
Exhibit A and designated a Class MV-3 Certificate pursuant to
Section 6.01.
CLASS MV-3 PRINCIPAL DISTRIBUTION AMOUNT: As to any Distribution
Date
on or after the Group I Stepdown Date, (x) 100% of the Group I
Principal
Distribution Amount if the aggregate Class Principal Balances of
the Class AV,
Class MV-1 and Class MV-2 Certificates have been reduced to zero
and a Group I
Delinquency Event exists, or (y) if the Class AV, Class MV-1 and
Class MV-2
Certificates are outstanding and a Group I Delinquency Event is not
in effect:
the excess of (1) the sum of (A) the aggregate Class Principal
Balance of the
Class AV Certificates (after giving effect to distributions of the
Group I
Senior Principal Distribution Amount for such Distribution Date),
(B) the Class
Principal Balance of the Class MV-1 Certificates (after giving
effect to
distribution of the Class MV-1 Principal Distribution Amount for
such
Distribution Date), (C) the Class Principal Balance of the Class
MV-2
Certificates (after giving effect to distribution of the Class MV-2
Principal
Distribution Amount for such Distribution Date) and (D) the Class
Principal
Balance of the Class MV-3 Certificates immediately prior to such
Distribution
Date over (2) the lesser of (A) [o]% of the Group I Pool Balance as
of the last
day of the related Due Period, minus the related Subordination
Required
Overcollateralization Amount for that Distribution Date and (B) the
Group I Pool
Balance as of the last day of the related Due Period minus the
related OC Floor.
CLASS MV-4 CERTIFICATE: Any Certificate executed and authenticated
by
the Securities Administrator substantially in the form attached
hereto as
Exhibit A and designated a Class MV-4 Certificate pursuant to
Section 6.01.
CLASS MV-4 PRINCIPAL DISTRIBUTION AMOUNT: As to any Distribution
Date
on or after the Group I Stepdown Date, (x) 100% of the Group I
Principal
Distribution Amount if the aggregate Class Principal Balances of
the Class AV,
Class MV-1, Class MV-2 and Class MV-3 Certificates have been
reduced to zero and
a Group I Delinquency Event exists, or (y) if the Class AV, Class
MV-1, Class
MV-2 and Class MV-3 Certificates are outstanding and a Group I
Delinquency Event
is not in effect: the excess of (1) the sum of (A) the aggregate
Class Principal
Balance of the Class AV Certificates (after giving effect to
distributions of
the Group I Senior Principal Distribution Amount for such
Distribution Date),
(B) the Class Principal Balance of the Class MV-1 Certificates
(after giving
effect to distribution of the Class MV-1 Principal Distribution
Amount for such
Distribution Date), (C) the Class Principal Balance of the Class
MV-2
Certificates (after giving effect to distribution of the Class MV-2
Principal
Distribution Amount for such Distribution Date), (D) the Class
Principal Balance
of the Class MV-3 Certificates (after giving effect to distribution
of the Class
MV-3 Principal Distribution Amount for such Distribution Date) and
(E) the Class
Principal Balance of the Class MV-4 Certificates immediately prior
to such
Distribution Date over (2) the lesser of (A) 100.00% of the Group I
Pool Balance
as of the last day of the related Due Period, minus the related
Subordination
Required Overcollateralization Amount for that Distribution Date
and (B) the
Group I Pool Balance as of the last day of the related Due Period
minus the
related OC Floor.
CLASS P CERTIFICATE: Any Certificate executed and authenticated by
the
Securities Administrator substantially in the form attached hereto
as Exhibit
B-3 and designated as a Class P Certificate pursuant to Section
6.01.
CLASS PRINCIPAL BALANCE: As of any date of determination and Class
of
Certificates the Original Class Principal Balance for such Class
reduced by the
sum of all amounts previously distributed to the Certificateholders
of such
Class in respect of principal from the related Group I Principal
Distribution
Amount or Group II Principal Distribution Amount, as applicable, on
all previous
Distribution Dates and, in the case of any Class of Subordinate
Certificates,
reduced by any related Applied Realized Loss Amounts allocated to
such Class on
prior Distribution Dates; provided, however, if the context so
specifies, the
Class Principal Balance will also be reduced by all distributions
of principal
and allocations of related Applied Realized Loss Amounts on the
Distribution
Date that is the date of determination.
CLASS PRINCIPAL CARRYOVER SHORTFALL: As to any Class of
Subordinate
Certificates and any Distribution Date, the excess, if any, of (i)
the sum of
(x) the amount of the reduction in the Class Principal Balance of
that Class of
Subordinate Certificates on such Distribution Date and (y) the
amount of such
reductions contemplated by clause (x) above on prior Distribution
Dates over
(ii) the amount distributed in respect of such reductions of
principal thereof
on prior Distribution Dates.
CLASS R-1 CERTIFICATE: Any Certificate designated as such and
executed
and authenticated by the Securities Administrator substantially in
the form
attached hereto as Exhibit B-2.
CLASS R-2 CERTIFICATE: Any Certificate designated as such and
executed
and authenticated by the Securities Administrator substantially in
the form
attached hereto as Exhibit B-2.
CLASS R CERTIFICATEHOLDER: The Holder of a Residual
Certificate.
CLEAN-UP CALL: As
defined in Section 10.01(a).
CLOSING DATE: [o].
CODE: The Internal Revenue Code of 1986, as the same may be
amended
from time to time (or any successor statute thereto).
COLLECTION ACCOUNT: The custodial account or accounts created
and
maintained for the benefit of the Certificateholders pursuant to
Section
3.02(b). The Collection Account shall be an Eligible Account.
COMBINED LOAN-TO-VALUE RATIO or CLTV: With respect to any Mortgage
Loan
that is not secured by a first priority lien on the Mortgaged
Property, the sum
of the original principal balance of such Mortgage Loan and the
outstanding
principal balance of the related First Lien, if any, as of the date
of
origination of the Mortgage Loan, divided by the Appraised
Value.
COMPENSATING INTEREST: As to any Distribution Date, the amount
calculated pursuant to Section 5.02.
COOPERATIVE CORPORATION: The entity that holds title (fee or an
acceptable leasehold estate) to the real property and improvements
constituting
the Cooperative Property and which governs the Cooperative
Property, which
Cooperative Corporation must qualify as a Cooperative Housing
Corporation under
Section 216 of the Code.
COOPERATIVE LOAN: Any Mortgage Loan secured by Cooperative Shares
and a
Proprietary Lease.
COOPERATIVE PROPERTY: The real property and improvements owned by
the
Cooperative Corporation, including the allocation of individual
dwelling units
to the holders of the Cooperative Shares of the Cooperative
Corporation.
COOPERATIVE SHARES:
Shares issued by a Cooperative Corporation.
COOPERATIVE UNIT: A single-family dwelling located in a
Cooperative
Property.
CORPORATE TRUST OFFICE: The designated offices of the
Securities
Administrator at which at any particular time its corporate trust
business with
respect to this Agreement shall be administered, which offices at
the date of
the execution of this Agreement are located for Certificate
transfer purposes
at: [o] and for all other purposes at: [o] or in the case of
overnight
deliveries, [o] and which are the respective addresses to which
notices to and
correspondence with the Securities Administrator should be
directed; and the
designated office of the Trustee at which 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 is located at
[o], and
which is the address to which notices to and correspondence with
the Trustee
should be directed.
CURTAILMENT: With respect to a Mortgage Loan, any payment of
principal
received during a Due Period as part of a payment that is in excess
of the
amount of the Monthly Payment due for such Due Period and which is
not intended
to satisfy the Mortgage Loan in full or intended to cure a
delinquency.
CUSTODIAL AGREEMENT: Any Custodial Agreement, as amended and
supplemented from time to time, dated as of the date hereof, by and
among the
Trustee, the Seller, the Servicer, the Depositor, the Master
Servicer and the
Custodian substantially in the form set forth as Exhibit K
hereto.
CUSTODIAN: The Person acting as custodian under a Custodial
Agreement
from time to time. As of the Closing Date, the initial Custodian
shall be [o].
CUT-OFF DATE: As to any Mortgage Loan, the later of (x) close
of
business on [o] and (y) date of origination of such Mortgage
Loan.
CUT-OFF DATE POOL BALANCE: The aggregate Cut-Off Date Principal
Balance
of the Mortgage Loans in Loan Group I (I.E., $[o]) or the aggregate
Cut-Off Date
Principal Balance of the Mortgage Loans in Loan Group II (I.E.,
$[o]).
CUT-OFF DATE PRINCIPAL BALANCE: With respect to any Mortgage Loan,
the
unpaid principal balance thereof as of the related Cut-Off Date
after giving
effect to payments of principal due on or before the Cut-Off Date
(or as of the
applicable date of substitution with respect to an Eligible
Substitute Mortgage
Loan pursuant to Section 2.02 or 2.04).
DEFECTIVE MORTGAGE LOAN: Any Mortgage Loan subject to repurchase
or
substitution pursuant to Section 2.02 or 2.04.
DEFINITIVE CERTIFICATES: As defined in Section 6.02(c).
DELINQUENCY AMOUNT: As to any Distribution Date and Loan Group,
the
aggregate Principal Balance of the related Mortgage Loans that are
any of the
following: (a) 60 or more days delinquent, (b) 60 or more days
delinquent and in
bankruptcy or foreclosure or (c) REO Property, in each case, as of
the last day
of the preceding month.
DELTA: Delta Funding Corporation, a New York corporation, or
any
successor thereto.
DEPOSIT DATE: As to any Distribution Date, the Business Day
preceding
such Distribution Date.
DEPOSITOR: Renaissance Mortgage Acceptance Corp., a Delaware
corporation, or any successor thereto.
DEPOSITORY: The initial Depository shall be The Depository
Trust
Company, the nominee of which is Cede & Co., as the registered
Holder of the
Regular Certificates. The Depository shall at all times be a
"clearing
corporation" as defined in Section 8-102(3) of the UCC of the State
of New York.
DEPOSITORY PARTICIPANT: A broker, dealer, bank or other
financial
institution or other Person for whom from time to time a Depository
effects
book-entry transfers and pledges of securities deposited with the
Depository.
DETERMINATION DATE: As to any Distribution Date, the fourth
Business
Day preceding such Distribution Date.
DFC: DFC Acceptance Corporation, a Delaware corporation or any
successor thereto.
DISTRIBUTION ACCOUNT: The account established and maintained by
the
Securities Administrator pursuant to Section 5.04. The Distribution
Account
shall be an Eligible Account.
DISTRIBUTION DATE: The 25th day of each month, or, if such day is
not a
Business Day, then the next Business Day, beginning on [o].
DUE DATE: As to any Mortgage Loan, the day of the month on which
the
Monthly Payment is due from the Mortgagor.
DUE PERIOD: With respect to each Distribution Date, the period from
and
including the second day of the month preceding the month in which
such
Distribution Date occurs to and including the first day of the
month of such
Distribution Date.
ELECTRONIC LEDGER: The electronic master record of home equity
mortgage
loans maintained by the Seller.
ELIGIBLE ACCOUNT: A segregated account that is (i) maintained with
a
depository institution whose debt obligations at the time of any
deposit therein
have the highest short-term debt rating by the Rating Agencies and
whose
accounts are insured to the maximum extent provided by either the
Savings
Association Insurance Fund ("SAIF") or the Bank Insurance Fund
("BIF") of the
Federal Deposit Insurance Corporation and which has a minimum
long-term
unsecured debt rating of "A" by S&P, "A2" by Moody's and "A"
from Fitch, and
which is any of (A) a federal savings and loan association duly
organized,
validly existing and in good standing under the federal banking
laws, (B) an
institution duly organized, validly existing and in good standing
under the
applicable banking laws of any state, (C) a national banking
association duly
organized, validly existing and in good standing under the federal
banking laws,
(D) a principal subsidiary of a bank holding company; (ii) a
segregated trust
account 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; (iii)
maintained at
[o], so long as its debt obligations at the time of any deposit
therein have a
short-term debt rating of at least "A-1" for S&P, "P-1" for
Moody's and "F-1"
for Fitch; or (iv) otherwise acceptable to each Rating Agency as
evidenced by a
letter from each Rating Agency to the Securities Administrator,
without
reduction or withdrawal of the then current ratings of the
Certificates.
ELIGIBLE INVESTMENTS: One or more of the following (excluding
any
callable investments purchased at a premium):
(i) direct obligations of, or obligations fully guaranteed as
to timely payment of principal and interest by, the United States
or
any agency or instrumentality thereof, PROVIDED that such
obligations
are backed by the full faith and credit of the United States;
(ii) repurchase agreements on obligations specified in clause
(i) maturing not more than three (3) months from the date of
acquisition thereof, PROVIDED that the short-term unsecured
debt
obligations of the party agreeing to repurchase such obligations
are at
the time rated by each Rating Agency in its highest short-term
rating
category (which is "A-1+" for S&P, "P-1" for Moody's and "F-1+"
for
Fitch);
(iii) certificates of deposit, time deposits and bankers'
acceptances of any U.S. depository institution or trust company
incorporated under the laws of the United States or any state
thereof
and subject to supervision and examination by federal and/or
state
banking authorities, PROVIDED that the unsecured short-term
debt
obligations of such depository institution or trust company at the
date
of acquisition thereof have been rated by S&P, Moody's and
Fitch in
their respective highest unsecured short-term debt rating
category;
(iv) commercial paper (having original maturities of not more
than ninety (90) days) of any corporation incorporated under the
laws
of the United States or any state thereof which on the date of
acquisition has been rated by S&P, Moody's and Fitch in
their
respective highest short-term rating categories;
(v) short term investment funds ("STIFS") sponsored by any
trust company or national banking association incorporated under
the
laws of the United States or any state thereof which on the date
of
acquisition has been rated by each Rating Agency in their
respective
highest rating category of long term unsecured debt;
(vi) interests in any money market fund which at the date of
acquisition of the interests in such fund including any such fund
that
is managed by the Trustee or the Securities Administrator or an
Affiliate of the Trustee or the Securities Administrator or for
which
the Trustee or the Securities Administrator or an Affiliate of
the
Trustee or the Securities Administrator acts as advisor and
throughout
the time as the interest is held in such fund has a rating of "AAA"
by
S&P, "Aaa" by Moody's or "AAA" by Fitch; and
(vii) other obligations or securities that are acceptable to
each Rating Agency as an Eligible Investment hereunder and will
not
result in a reduction in the then current rating of the
Certificates,
as evidenced by a letter to such effect from such Rating Agency
and
with respect to which the Trustee and the Securities Administrator
have
received confirmation that, for tax purposes, the investment
complies
with the last clause of this definition;
PROVIDED that no instrument described hereunder shall evidence
either the right
to receive (a) only interest with respect to the obligations
underlying such
instrument or (b) both principal and interest payments derived from
obligations
underlying such instrument and the interest and principal payments
with respect
to such instrument provide a yield to maturity at par greater than
120% of the
yield to maturity at par of the underlying obligations; PROVIDED,
FURTHER, that
no instrument described hereunder may be purchased at a price
greater than par
if such instrument may be prepaid or called at a price less than
its purchase
price prior to its stated maturity; and PROVIDED FURTHER, that if
S&P is rating
any of the Certificates, an instrument described hereunder shall be
rated the
applicable rating of S&P set forth above.
ELIGIBLE SUBSTITUTE MORTGAGE LOAN: A Mortgage Loan substituted by
the
Seller for a Defective Mortgage Loan which must, on the date of
such
substitution: (i) have an outstanding Principal Balance after
deducting all
scheduled principal payments due in the month of substitution (or
in the case of
a substitution of more than one Mortgage Loan for a Defective
Mortgage Loan, an
aggregate Principal Balance), not in excess of and not less than
95% of the
Principal Balance of the Defective Mortgage Loan; (ii) have a Loan
Rate not less
than the Loan Rate of the Defective Mortgage Loan and not more than
1% in excess
of the Loan Rate of such Defective Mortgage Loan; (iii) if such
Defective
Mortgage Loan is an adjustable-rate Mortgage Loan, have a Loan Rate
based on the
same Loan Index with adjustments to such Loan Rate made on the same
interval
between Interest Rate Adjustment Dates as that of the Defective
Mortgage Loan
and have a Margin that is not less than the Margin of the Defective
Mortgage
Loan and not more than one hundred (100) basis points higher than
the Margin for
the Defective Mortgage Loan; (iv) have a Mortgage of the same or
higher level of
priority as the Mortgage relating to the Defective Mortgage Loan at
the time
such Mortgage was transferred to the Trust; (v) have a remaining
term to
maturity not more than six (6) months earlier and not later than
the remaining
term to maturity of the Defective Mortgage Loan; (vi) comply with
each
representation and warranty set forth in Section 2.04 (deemed to be
made as of
the date of substitution); (vii) have an original Combined
Loan-to-Value Ratio
not greater than that of the Defective Mortgage Loan; (viii) if
such Defective
Mortgage Loan is an adjustable-rate Mortgage Loan, have a Lifetime
Rate Cap and
a Periodic Rate Cap no lower than the Lifetime Rate Cap and
Periodic Rate Cap,
respectively, applicable to such Defective Mortgage Loan; (ix) have
a credit
risk not less than the credit risk of the Defective Mortgage Loan;
and (x) be of
the same type of Mortgaged Property as the Defective Mortgage Loan
or a detached
single family residence. More than one Eligible Substitute Mortgage
Loan may be
substituted for a Defective Mortgage Loan if such Eligible
Substitute Mortgage
Loans meet the foregoing attributes in the aggregate.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA-QUALIFYING UNDERWRITING: A best efforts or firm
commitment
underwriting or private placement that meets the requirements of
an
Underwriter's Exemption.
ERISA RESTRICTED CERTIFICATE: The Class P, Class BIO and
Residual
Certificates and any Certificate with a rating below the lowest
applicable
rating permitted under the Underwriters' Exemption.
ESCROW REPAIR LOAN: A Mortgage Loan as to which the Servicer holds
a
portion of the proceeds in escrow pending repair of the related
Mortgaged
Property as specified in the related Mortgage and Mortgage
Note.
EXCESS OVERCOLLATERALIZATION AMOUNT: As to any Distribution Date
and
each Loan Group, the lesser of (i) the related Basic Principal
Amount for such
Distribution Date and (ii) the excess, if any, of (x) the
related
Overcollateralization Amount (assuming 100% of the related Basic
Principal
Amount is distributed on the Offered Certificates) over (y) the
Group I Required
Overcollateralization Amount or the Group II Required
Overcollateralization
Amount, as applicable.
EXCHANGE ACT: As
defined in Section 3.13 herein.
EXPENSE FEE RATE: The sum of the Servicing Fee Rate, the Master
Servicing Fee Rate and the Tax Matters Fee Rate.
FANNIE MAE: Fannie Mae (formerly known as the Federal National
Mortgage
Association).
FDIC: The Federal Deposit Insurance Corporation or any
successor
thereto.
FINAL SCHEDULED DISTRIBUTION DATE: As to any Class of Certificates,
the
Distribution Date occurring in [o].
FIRST LIEN: With respect to any Mortgage Loan which is a second
priority lien, the mortgage loan relating to the corresponding
Mortgaged
Property having a first priority lien.
FITCH: Fitch Ratings,
or its successor in interest.
FIXED RATE CERTIFICATES: The Class AF-2, Class AF-3, Class AF-4,
Class
AF-5, Class AF-6 and Class MF Certificates.
FORECLOSURE PROFITS: With respect to a Liquidated Mortgage Loan,
the
amount, if any, by which (i) the aggregate of its Net Liquidation
Proceeds
exceeds (ii) the related Principal Balance (plus accrued and unpaid
interest
thereon at the applicable Loan Rate from the date interest was last
paid (or
advanced and not reimbursed) through the date of receipt of the
final
Liquidation Proceeds) of such Liquidated Mortgage Loan immediately
prior to the
final recovery of its Liquidation Proceeds.
FREDDIE MAC: Freddie Mac (also known as the Federal Home Loan
Mortgage
Corporation).
GAAP: United States generally accepted accounting principles as
in
effect from time to time, consistently applied.
GROUP I CERTIFICATES: The Class AV and Class MV Certificates.
GROUP I CUMULATIVE LOSS EVENT: For any Distribution Date in the
applicable period below, if Group I Cumulative Net Losses exceed
the applicable
percentage set forth below for the related Distribution Date:
Number of
DISTRIBUTION DATES
PERCENTAGES
------------------
-----------
37-48
49-60
61-72
73 and thereafter
GROUP I CUMULATIVE NET LOSSES: As of any date of determination,
the
aggregate of the Liquidation Loan Losses related to Loan Group I
incurred from
the Cut-Off Date through the end of the calendar month preceding
such date of
determination, expressed as a percentage of the related Cut-Off
Date Pool
Balance.
GROUP I DELINQUENCY EVENT: A Group I Delinquency Event shall be
in
effect on a Distribution Date, if the related Three Month
Delinquency Rate
exceeds [o]% of the related Senior Enhancement Percentage for such
Distribution
Date.
GROUP I EXCESS INTEREST: As to any Distribution Date, the
related
Available Funds remaining after the application of payments
pursuant to Section
5.01(a)(i)(1) through (8).
GROUP I INTEREST RATE CAP AGREEMENT: The interest rate cap
agreement
relating to the Group I Certificates, dated [o] between the Cap
Provider and the
Securities Administrator, on behalf of the Trust, substantially in
the form of
Exhibit Q hereto.
GROUP I NET RATE CAP: For any Class of Group I Certificates and
any
Distribution Date, the per annum rate equal to the product of (i)
the weighted
average Net Loan Rate of the Mortgage Loans in Loan Group I,
expressed as a per
annum rate and (ii) a fraction, the numerator of which is 30 and
the denominator
of which is the actual number of days in the Interest Period,
adjusted to take
into account any Principal Prepayments in full that are received
and distributed
in the preceding calendar month.
GROUP I NET RATE CAP CARRYOVER: As to any Distribution Date and
any
Class of Group I Certificates, the sum of (i) the excess, if any,
of the related
Class Monthly Interest Amount, calculated at the applicable
Certificate Rate
(without regard to the Group I Net Rate Cap), over the Class
Monthly Interest
Amount for such Distribution Date, (ii) any excess described in
clause (i)
remaining unpaid from prior Distribution Dates and (iii) interest
on the amount
in clause (ii) for the related Interest Period calculated at the
applicable
Certificate Rate (without regard to the Group I Net Rate Cap).
GROUP I PRINCIPAL DISTRIBUTION AMOUNT: With respect to any
Distribution
Date, the lesser of (1) the aggregate Class Principal Balance of
the Group I
Certificates immediately preceding such Distribution Date and (2)
the sum of (x)
the related Basic Principal Amount for such Distribution Date minus
the related
Excess Overcollateralization Amount, if any, for such Distribution
Date and (y)
the related Subordination Increase Amount, if any, for such
Distribution Date.
GROUP I POOL BALANCE: With respect to any date, the aggregate of
the
Principal Balances of the Mortgage Loans in Loan Group I as of such
date.
GROUP I REQUIRED OVERCOLLATERALIZATION AMOUNT: As to any
Distribution
Date (a) prior to the Group I Stepdown Date, the product of (x)
[o]% and (y) the
related Cut-Off Date Pool Balance; and (b) on and after the Group I
Stepdown
Date, the greater of (A) the lesser of (i) the product of (x) [o]%
and (y) the
related Cut-Off Date Pool Balance and (ii) the product of (x) [o]%
and (y) the
Group I Pool Balance at the end of the related Due Period and (B)
the related OC
Floor; PROVIDED, HOWEVER, that on each Distribution Date during the
continuance
of (a) a Group I Delinquency Event (whether or not a Group I
Cumulative Loss
Event is continuing), the Group I Required Overcollateralization
Amount will
equal the Group I Required Overcollateralization Amount in effect
as of the
immediately preceding Distribution Date or (b) a Group I Cumulative
Loss Event
(and a Group I Delinquency Event is not then continuing), the Group
I Required
Overcollateralization Amount will equal the lesser of (x) the Group
I Required
Overcollateralization Amount in effect as of the immediately
preceding
Distribution Date and (y) the product of [o]% and the Group I Pool
Balance as of
the end of the related Due Period. Notwithstanding the foregoing,
the Group I
Required Overcollateralization Amount shall never be less than the
related OC
Floor.
GROUP I SENIOR PRINCIPAL DISTRIBUTION AMOUNT: As to (a) any
Distribution Date prior to the Group I Stepdown Date or during the
continuance
of a Group I Delinquency Event, the lesser of (i) 100% of the Group
I Principal
Distribution Amount and (ii) the aggregate Class Principal Balance
of the Class
AV Certificates immediately prior to such Distribution Date, and
(b) any other
Distribution Date, an amount equal to the lesser of (x) the Group I
Principal
Distribution Amount and (y) the excess, if any, of (i) the
aggregate Class
Principal Balance of the Class AV Certificates immediately prior to
such
Distribution Date over (ii) the lesser of (x) the product of [o]%
and the Group
I Pool Balance as of the last day of the related Due Period, minus
the related
Subordination Required Overcollateralization Amount for that
Distribution Date
and (y) the Group I Pool Balance as of the last day of the related
Due Period
minus the related OC Floor.
GROUP I STEPDOWN DATE: The earlier to occur of (x) the first
Distribution Date after the Distribution Date on which the
aggregate Class
Principal Balance of the Class AV Certificates is reduced to zero
and (y) the
later to occur of (i) the Distribution Date in [o] and (ii) the
first
Distribution Date on which the related Senior Enhancement
Percentage (calculated
for this purpose only after taking into account payments of
principal on the
related Mortgage Loans, but prior to distribution of the Group I
Principal
Distribution Amount and Group II Principal Distribution Amount to
the
Certificates then entitled to distributions of principal on such
Distribution
Date) is at least equal to [o]%.
GROUP II CERTIFICATES:
The Class AF and Class MF Certificates.
GROUP II CUMULATIVE LOSS EVENT: For any Distribution Date in
the
applicable period below, if Group II Cumulative Net Losses exceed
the applicable
percentage set forth below for the related Distribution Date:
Number of
DISTRIBUTION DATES
PERCENTAGES
------------------
-----------
37-48
49-60
61-72
73 and thereafter
GROUP II CUMULATIVE NET LOSSES: As of any date of determination,
the
aggregate of the Liquidation Loan Losses related to Loan Group II
incurred from
the Cut-Off Date through the end of the calendar month preceding
such date of
determination, expressed as a percentage of the related Cut-Off
Date Pool
Balance.
GROUP II DELINQUENCY EVENT: A Group II Delinquency Event shall be
in
effect on a Distribution Date, if the related Three Month
Delinquency Rate
exceeds 45% of the related Senior Enhancement Percentage for such
Distribution
Date.
GROUP II EXCESS INTEREST: As to any Distribution Date, the
related
Available Funds remaining after the application of payments
pursuant to Section
5.01(a)(ii)(1) through (13).
GROUP II NET RATE CAP: For any Class of Group II Certificates and
any
Distribution Date, the per annum rate equal to the weighted average
Net Loan
Rate of the Mortgage Loans in Loan Group II, expressed as a per
annum rate, and
with respect to the Class AF-1 Certificates only, the resulting
amount
multiplied by a fraction, the numerator of which is 30 and the
denominator of
which is the actual number of days in the Interest Period, adjusted
to take into
account any Principal Prepayments in full that are received and
distributed in
the preceding calendar month.
GROUP II NET RATE CAP CARRYOVER: As to any Distribution Date and
any
Class of Group II Certificates, the sum of (i) the excess, if any,
of the
related Class Monthly Interest Amount, calculated at the applicable
Certificate
Rate (without regard to the Group II Net Rate Cap), over the Class
Monthly
Interest Amount for such Distribution Date, (ii) any excess
described in clause
(i) remaining unpaid from prior Distribution Dates and (iii)
interest on the
amount in clause (ii) for the related Interest Period calculated at
the
applicable Certificate Rate (without regard to the Group II Net
Rate Cap).
GROUP II POOL BALANCE: With respect to any date, the aggregate of
the
Principal Balances of the Mortgage Loans in Loan Group II as of
such date.
GROUP II PRINCIPAL DISTRIBUTION AMOUNT: With respect to any
Distribution Date, the lesser of (1) the aggregate Class Principal
Balance of
the Group II Certificates immediately preceding such Distribution
Date and (2)
the sum of (x) the related Basic Principal Amount for such
Distribution Date
minus the related Excess Overcollateralization Amount, if any, for
such
Distribution Date and (y) the related Subordination Increase
Amount, if any, for
such Distribution Date.
GROUP II REQUIRED OVERCOLLATERALIZATION AMOUNT: As to any
Distribution
Date (a) prior to the Group II Stepdown Date, the product of (x)
[o]% and (y)
the related Cut-Off Date Pool Balance; and (b) on and after the
Group II
Stepdown Date, the greater of (A) the lesser of (i) the product of
(x) [o]% and
(y) the related Cut-Off Date Pool Balance and (ii) the product of
(x) [o]% and
(y) the Group II Pool Balance at the end of the related Due Period
and (B) the
related OC Floor; PROVIDED, HOWEVER, that on each Distribution Date
during the
continuance of (a) a Group II Delinquency Event (whether or not a
Group II
Cumulative Loss Event is continuing), the Group II Required
Overcollateralization Amount will equal the Group II Required
Overcollateralization Amount in effect as of the immediately
preceding
Distribution Date or (b) a Group II Cumulative Loss Event (and a
Group II
Delinquency Event is not then continuing), the Group II
Required
Overcollateralization Amount will equal the lesser of (x) the Group
II Required
Overcollateralization Amount in effect as of the immediately
preceding
Distribution Date and (y) the product of [o]% and the Group II Pool
Balance as
of the end of the related Due Period. Notwithstanding the
foregoing, the Group
II Required Overcollateralization Amount shall never be less than
the related OC
Floor.
GROUP II SENIOR PRINCIPAL DISTRIBUTION AMOUNT: As to (a) any
Distribution Date prior to the Group II Stepdown Date or during the
continuance
of a Group II Delinquency Event, the lesser of (i) 100% of the
Group II
Principal Distribution Amount and (ii) the aggregate Class
Principal Balance of
the Class AF Certificates immediately prior to such Distribution
Date, and (b)
any other Distribution Date, an amount equal to the lesser of (x)
the Group II
Principal Distribution Amount and (y) the excess, if any, of (i)
the aggregate
Class Principal Balance of the Class AF Certificates immediately
prior to such
Distribution Date over (ii) the lesser of (x) the product of [o]%
and the Group
II Pool Balance as of the last day of the related Due Period, minus
the related
Subordination Required Overcollateralization Amount for that
Distribution Date
and (y) the Group II Pool Balance as of the last day of the related
Due Period
minus the related OC Floor.
GROUP II STEPDOWN DATE: The earlier to occur of (x) the first
Distribution Date after the Distribution Date on which the
aggregate Class
Principal Balance of the Class AF Certificates is reduced to zero
and (y) the
later to occur of (i) the Distribution Date in [o] and (ii) the
first
Distribution Date on which the related Senior Enhancement
Percentage (calculated
for this purpose only after taking into account payments of
principal on the
related Mortgage Loans, but prior to distribution of the Group I
Principal
Distribution Amount and Group II Principal Distribution Amount to
the
Certificates then entitled to distributions of principal on such
Distribution
Date) is at least equal to [o]%.
HIGH COST HOME LOAN: A Mortgage Loan classified as (a) a "high
cost"
loan under the Home Ownership and Equity Protection Act of 1994,
(b) a "high
cost," "threshold," "covered," "predatory" or similar loan under
any other
applicable state, federal or local law (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) or (c) a "High Cost Loan" or "Covered
Loan" as
defined in the current S&P LEVELS(R) Glossary.
INSURANCE PROCEEDS: Proceeds paid by any insurer pursuant to
any
insurance policy covering a Mortgage Loan or Mortgaged Property, or
amounts
required to be paid by the Servicer pursuant to Section 3.05, net
of any
component thereof (i) covering any expenses incurred by or on
behalf of the
Servicer in connection with obtaining such proceeds, (ii) applied
to the
restoration or repair of the related Mortgaged Property, (iii)
released to the
Mortgagor in accordance with the Servicer's normal servicing
procedures or (iv)
required to be paid to any holder of a mortgage senior to such
Mortgage Loan.
INTEREST PERIOD: With respect to the Adjustable Rate Certificates,
the
period from the preceding Distribution Date (or in the case of the
first
Distribution Date, from the Closing Date) through the day preceding
the
applicable Distribution Date, calculated on the basis of a 360-day
year and the
actual number of days in the applicable Interest Period. With
respect to the
Fixed Rate Certificates, Class BIO Certificates and each REMIC II
Regular
Interest and any Distribution Date, the calendar month preceding
the month in
which such Distribution Date occurs, which such calendar month
shall be deemed
to have 30 days.
INTEREST RATE ADJUSTMENT DATE: With respect to each
adjustable-rate
Mortgage Loan, the date or dates on which the Loan Rate is subject
to adjustment
in accordance with the related Mortgage Note.
INTEREST RATE CAP PAYMENT DATE: The date set forth in the Group
I
Interest Rate Cap Agreement as the monthly date on which the Cap
Provider is
required to make a payment, if any, to the Trust.
INTEREST RATE CAP TERMINATION DATE: With respect to the Group I
Interest Rate Cap Agreement, the Interest Rate Cap Payment Date in
[o] after any
required payment is made.
INTEREST REMITTANCE AMOUNT: As of any Distribution Date and each
Loan
Group, the portion of the related Available Funds that constitutes
amounts in
respect of interest.
LIBOR BUSINESS DAY: Any day other than (i) a Saturday or a Sunday
or
(ii) a day on which banking institutions in the State of New York
or in the city
of London, England are required or authorized by law to be
closed.
LIFETIME RATE CAP: With respect to each adjustable-rate Mortgage
Loan,
the maximum Loan Rate permitted over the life of such Mortgage
Loan, as provided
by the terms of the related Mortgage Note.
LIQUIDATED MORTGAGE LOAN: As to any Distribution Date, a Mortgage
Loan
with respect to which the Servicer has determined, in accordance
with the
servicing procedures specified herein as of the end of the
preceding related
Prepayment Period, that all Liquidation Proceeds which it expects
to recover
with respect to such Mortgage Loan (including the disposition of
the related REO
Property) have been received.
LIQUIDATION LOAN LOSSES: For each Liquidated Mortgage Loan the
amount,
if any, by which the Principal Balance thereof plus accrued and
unpaid interest
thereon is in excess of the Net Liquidation Proceeds realized with
respect
thereto.
LIQUIDATION PROCEEDS: Proceeds (including Insurance Proceeds)
received
in connection with the liquidation of any Mortgage Loan or related
REO Property,
whether through trustee's sale, foreclosure sale or otherwise,
other than
Recoveries.
LOAN GROUP: Either
Loan Group I or Loan Group II.
LOAN GROUP I: The Mortgage Loans identified on the Mortgage
Loan
Schedule as being part of Loan Group I.
LOAN GROUP II: The Mortgage Loans identified on the Mortgage
Loan
Schedule as being part of Loan Group II.
LOAN INDEX: With respect to each Interest Rate Adjustment Date for
each
adjustable-rate Mortgage Loan that is identified on the Mortgage
Loan Schedule
as having a LIBOR Loan Index, the average of the interbank offered
rate for
six-month U.S. dollar denominated deposits in the London Market, as
determined
according to the terms of the related Note.
LOAN RATE: With respect to any Mortgage Loan as of any day, the
per
annum rate of interest applicable under the related Mortgage Note
to the
calculation of interest for such day on the Principal Balance.
MAINTENANCE: With respect to any Cooperative Unit, the rent paid by
the
Mortgagor to the Cooperative Corporation pursuant to the
Proprietary Lease.
MAJORITY CERTIFICATEHOLDER: The Holder or Holders of
Certificates
evidencing Voting Rights in excess of 51% in the aggregate.
MARGIN: As to any adjustable-rate Mortgage Loan, the percentage
set
forth as the "Margin" for such Mortgage Loan on the Mortgage Loan
Schedule.
MASTER REMIC: REMIC
I.
MASTER SERVICER: [o], a national banking association or any
successor
thereto or any successor hereunder.
MASTER SERVICER EVENT OF DEFAULT: As defined in Section 8.03.
MASTER SERVICING FEE: As to each Distribution Date and each
Mortgage
Loan, the monthly fee payable to the Master Servicer, which is
calculated as an
amount equal to the product of one-twelfth of the Master Servicing
Fee Rate and
the Principal Balance thereof at the beginning of the related Due
Period.
MASTER SERVICING FEE RATE: For any Distribution Date, [o]% per
annum.
MASTER SERVICING OFFICER: Any officer of the Master Servicer
involved
in, or responsible for, the administration and master servicing of
the Mortgage
Loans whose name and specimen signature appear on a list of master
servicing
officers furnished to the Trustee and the Securities Administrator
by the Master
Servicer, as such list may be amended from time to time.
MERS: Mortgage Electronic Registration Systems, Inc., a
corporation
organized and existing under the laws of the State of Delaware, or
any successor
thereto.
MERS MORTGAGE LOAN: Any Mortgage Loan registered with MERS on the
MERS
System.
MERS(R) SYSTEM: The system of recording transfers of mortgages
electronically maintained by MERS.
MIN: The Mortgage Identification Number for any MERS Mortgage
Loan.
MOM LOAN: Any Mortgage Loan as to which MERS is acting as
mortgagee,
solely as nominee for the originator of such Mortgage Loan and its
successors
and assigns.
MONTHLY ADVANCE: An advance made by the Servicer or the Master
Servicer
pursuant to Section 3.15 or Section 4.16, respectively.
MONTHLY PAYMENT: The scheduled monthly payment of principal
and/or
interest required to be made by a Mortgagor on the related Mortgage
Loan.
MOODY'S: Moody's Investors Service, Inc. or its successor in
interest.
MORTGAGE: The mortgage, deed of trust or other instrument creating
a
first or second lien on an estate in fee simple interest in real
property
securing a Mortgage Loan.
MORTGAGE FILE: The mortgage documents listed in Section 2.01
pertaining
to a particular Mortgage Loan and any additional documents required
to be added
to the Mortgage File pursuant to this Agreement.
MORTGAGE LOAN SCHEDULE: With respect to any date, the schedule
of
Mortgage Loans constituting assets of the Trust, which on the
Closing Date shall
be the schedule set forth herein as Exhibit C, which schedule sets
forth as to
each Mortgage Loan: (i) the Cut-Off Date Principal Balance, (ii)
the account
number, (iii) the original principal amount, (iv) the CLTV as of
the date of the
origination of the related Mortgage Loan, (v) the Due Date, (vi)
the Loan Rate
as of the Cut-Off Date, (vii) the first date on which a Monthly
Payment is or
was due under the Mortgage Note, (viii) the original stated
maturity date of the
Mortgage Note and if the Mortgage Loan is a Balloon Loan, the
amortization
terms, (ix) the remaining number of months to maturity as of the
Cut-Off Date,
(x) the state in which the related Mortgaged Property is situated,
(xi) the type
of property, (xii) the lien status, (xiii) whether the Mortgage
Loan is a MERS
Mortgage Loan and, if so, its corresponding MIN, (xiv) the
applicable Loan Group
and (xv) with respect to each adjustable-rate Mortgage Loan, (a)
the Periodic
Rate Cap, (b) the Margin, (c) the Lifetime Rate Cap and (d) the
next Interest
Rate Adjustment Date after the Cut-Off Date. The Seller shall
indicate to the
Trustee, Master Servicer and Securities Administrator which
Mortgage Loans, if
any, are Cooperative Loans. The Mortgage Loan Schedule will be
amended by the
Seller from time to time to reflect the substitution of an Eligible
Substitute
Mortgage Loan for a Defective Mortgage Loan from time to time
hereunder.
MORTGAGE LOANS: The mortgage loans that are transferred and
assigned to
the Trustee, on behalf of the Trust, on the Closing Date, pursuant
to Sections
2.01 and 2.05, together with the Related Documents, and are held by
the
Custodian on behalf of the Trustee as a part of the Trust,
exclusive of Mortgage
Loans that are transferred to the Servicer or the Seller, as the
case may be,
from time to time pursuant to Section 2.02, 2.04 or 3.16, such
mortgage loans
originally so held being identified in the Mortgage Loan Schedule,
set forth on
Exhibit C hereto, delivered on the Closing Date.
MORTGAGE NOTE: With respect to a Mortgage Loan, the note pursuant
to
which the related mortgagor agrees to pay the indebtedness
evidenced thereby
which is secured by the related Mortgage.
MORTGAGED PROPERTY: The underlying property, including real
property
and improvements thereon, securing a Mortgage Loan, which, with
respect to a
Cooperative Loan, is the related Cooperative Shares and Proprietary
Lease.
MORTGAGOR: The obligor
or obligors under a Mortgage Note.
NET LIQUIDATION PROCEEDS: With respect to any Liquidated Mortgage
Loan,
Liquidation Proceeds net of unreimbursed Servicing Fees, Master
Servicing Fees,
Servicing Advances and Monthly Advances with respect thereto.
NET LOAN RATE: With respect to any Mortgage Loan as to any day,
the
Loan Rate less the Expense Fee Rate.
NET RATE CAP: Either
the Group I Net Rate Cap or the Group II Net Rate
Cap.
NET RATE CAP CARRYOVER: Either the Group I Net Rate Cap Carryover
or
the Group II Net Rate Cap Carryover.
NET RATE CAP FUND: The account established and maintained pursuant
to
Section 5.07.
NET RATE CAP FUND DEPOSIT: As defined in Section 5.07.
NIMS NOTES: The aggregate $[o] initial principal amount of
Notes,
Series [o] issued by the NIMs Trust, issued pursuant to the
Indenture, dated as
of [o], between the NIMs Trust and [o], as indenture trustee, the
collateral for
which consists of, primarily, the Class P and Class BIO
Certificates.
NIMS TRUST: Means Renaissance NIM Trust [o], which, upon issuance
of
the Certificates on Closing Date, shall be the registered owner of
the Class P
and Class BIO Certificates.
NINETY DAY DELINQUENCY RATE: As to any Distribution Date and each
Loan
Group, the percentage equivalent of a fraction, the numerator of
which is the
aggregate Principal Balances of (a) the related Mortgage Loans that
are ninety
(90) or more days delinquent as of the last day of the related
Prepayment
Period, (b) all REO Property and (c) the related Mortgage Loans in
foreclosure
or in bankruptcy and the denominator of which is the Group I Pool
Balance or the
Group II Pool Balance, as applicable, as of the last day of the
related Due
Period.
NONRECOVERABLE ADVANCES: With respect to any Mortgage Loan, (i)
any
Servicing Advance or Monthly Advance previously made and not
reimbursed pursuant
to Section 3.03(ii) or Section 5.04 or (ii) a Servicing Advance or
Monthly
Advance proposed to be made in respect of a Mortgage Loan or REO
Property which,
in the good faith business judgment of the Servicer or the Master
Servicer, as
applicable, as evidenced by an Officer's Certificate delivered to
the Seller,
the Master Servicer, the Securities Administrator and the Trustee
no later than
the Business Day following such determination, would not be
ultimately
recoverable pursuant to Section 3.03(ii) or Section 5.04.
OC FLOOR: An amount equal to [o]% of the related Cut-Off Date
Pool
Balance.
OFFERED CERTIFICATES: The Senior Certificates and the
Subordinate
Certificates.
OFFICER'S CERTIFICATE: A certificate signed by the President,
an
Executive Vice President, a Senior Vice President, a First Vice
President, a
Vice President, Assistant Vice President, the Treasurer, Assistant
Treasurer,
Assistant Secretary, Controller or Assistant Controller of the
Servicer or the
Master Servicer and delivered to the Trustee, the Master Servicer,
the
Securities Administrator or the Custodian.
OPINION OF COUNSEL: A written opinion of counsel reasonably
acceptable
to the Trustee and the Securities Administrator, who may be
in-house counsel for
the Servicer, the Master Servicer, the Depositor or the Seller
(except that any
opinion relating to the qualification of the Trust as a REMIC or
compliance with
the REMIC Provisions must be an opinion of independent outside
counsel) and who,
in the case of opinions delivered to each Rating Agency, is
reasonably
acceptable to it.
OPTIONAL TERMINATION DATE: The Distribution Date following the
Due
Period at the end of which the sum of the Group I Pool Balance and
Group II Pool
Balance is less than 10% of the sum of the Cut-Off Date Pool
Balance for each
Loan Group.
ORIGINAL CLASS PRINCIPAL BALANCE: As to the Class BIO Certificates,
the
Class P and the Residual Certificates, $0. As to any Class of
Offered
Certificates, the respective amount set forth below opposite such
Class:
Original Class
CLASS
PRINCIPAL BALANCE
-----
-----------------
AV-1
AV-2
AV-3
MV-1
MV-2
MV-3
MV-4
AF-1
AF-2
AF-3
AF-4
AF-5
AF-6
MF-1
MF-2
MF-3
MF-4
MF-5
MF-6
MF-7
MF-8
MF-9
-----------------
Total
OUTSTANDING CLASS INTEREST CARRYOVER SHORTFALL: As to any Class
of
Certificates and any Distribution Date, the amount of Class
Interest Carryover
Shortfall for such Distribution Date.
OVERCOLLATERALIZATION AMOUNT: As to any Distribution Date and each
Loan
Group, the excess, if any, of (i) the Group I Pool Balance or the
Group II Pool
Balance, as applicable, as of the end of the related Due Period
over (ii) the
aggregate Class Principal Balance of the related Classes of
Certificates after
giving effect to the distribution of the Group I Principal
Distribution Amount
or the Group II Principal Distribution Amount, as applicable, on
such
Distribution Date.
OWNERSHIP INTEREST: As to any Certificate or security interest in
such
Certificate, including any interest in such Certificate as the
Holder thereof
and any other interest therein, whether direct or indirect, legal
or beneficial,
as owner or as pledgee.
PAYING AGENT: Any
paying agent appointed pursuant to Section 6.05.
PERCENTAGE INTEREST: With respect to any Offered Certificate,
the
percentage obtained by dividing the denomination of such
Certificate by the
aggregate of the denominations of all Certificates of the same
Class. With
respect to a Residual Certificate, the portion of the Class
evidenced thereby as
stated on the face thereof, which shall be either 99.999999% or,
but only with
respect to the Tax Matters Person Residual Interest held by the Tax
Matters
Person, 0.000001%. With respect to a Class P Certificate or a Class
BIO
Certificate, the percentage set forth on the face thereof.
PERIODIC RATE CAP: With respect to each adjustable-rate Mortgage
Loan
with respect to which the related Mortgage Note provides for a
periodic rate
cap, the maximum percentage increase or decrease in the Loan Rate
permitted for
such Mortgage Loan over the Loan Rate in effect as of an Interest
Rate
Adjustment Date, as set forth on the Mortgage Loan Schedule.
PERMITTED TRANSFEREE: Any Person other than (i) the United States
or
any State or any political subdivision thereof 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 which 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) (except certain farmers' cooperatives described in
Code section
521) on any excess inclusions (as defined in Section 860E(c)(1))
with respect to
any Residual Certificate; (iv) rural electric and telephone
cooperatives
described in Code section 1381(a)(2)(C); (v) a Person that is not
(a) a citizen
or resident of the United States, (b) a corporation, partnership or
other entity
created or organized in or under the laws of the United States, any
State
thereof, or the District of Columbia, (c) 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 (d) a trust if a
court within the
United States is able to exercise primary supervision of the
administration of
the trust and one or more United States fiduciaries have the
authority to
control all substantial decisions of the trust; (vi) an "electing
large
partnership" within the meaning of Section 775 of the Code, or
(vii) any other
Person so designated by the Securities Administrator based on an
Opinion of
Counsel to the effect that any transfer to such Person may cause
the Trust to
fail to qualify as a REMIC at any time the Certificates are
outstanding. The
terms "United States", "State" and "international organization"
shall have the
meanings set forth in Code section 7701 or successor provisions. A
corporation
will not be treated as an instrumentality of the United States or
of any State
or political subdivision thereof if all of its activities are
subject to tax,
and, with the exception of the Freddie Mac, a majority of its board
of directors
is not selected by such governmental unit.
PERSON: Any individual, corporation, partnership, limited
liability
company, joint venture, association, joint-stock company, trust,
unincorporated
organization or government or any agency or political subdivision
thereof.
PREPAYMENT ASSUMPTION: With respect to the Mortgage Loans in Loan
Group
I, a 100% Prepayment Assumption assumes a prepayment rate of [o]%
CPR per annum
of the outstanding Principal Balance of such Mortgage Loans in each
month of the
life of such Mortgage Loans. With respect to the Mortgage Loans in
Loan Group
II, a 100% Prepayment Assumption assumes a prepayment rate of [o]%
home equity
prepayment assumption, or HEP. [o]% HEP assumes a constant
prepayment rate, or
CPR, of [o]% of the then outstanding Principal Balance of such
Mortgage Loans in
the first month and an additional [o]% CPR in each month thereafter
up to the
tenth month. Beginning in the tenth month and thereafter, [o]% HEP
assumes a
[o]% CPR.
PREPAYMENT CHARGE: As to a Mortgage Loan, any charge to be paid by
a
Mortgagor in connection with certain partial prepayments and all
prepayments in
full made during the related Prepayment Charge Period, the
Prepayment Charges
with respect to each applicable Mortgage Loan so held by the Trust
being
identified in the Prepayment Charge Schedule (other than any
Prepayment Charge
Payment Amount).
PREPAYMENT CHARGE PAYMENT AMOUNT: The amounts payable by the Seller
or
the Servicer, as the case may be, pursuant to Section 3.21.
PREPAYMENT CHARGE PERIOD: As to any Mortgage Loan, the period of
time,
if any, during which a Prepayment Charge may be imposed.
PREPAYMENT CHARGE SCHEDULE: As of any date, the list of Mortgage
Loans
subject to Prepayment Charges included in the Trust on such date,
attached
hereto as Exhibit R (including the prepayment charge summary
attached thereto).
The Prepayment Charge Schedule shall set forth the following
information with
respect to each such Mortgage Loan subject to a Prepayment
Charge:
(i) the
Mortgage Loan account number;
(ii)
a code indicating the type of Prepayment Charge;
(iii) the
first date on which a Monthly Payment is or was due under
the related Mortgage Note;
(iv)
the original term of the Prepayment Charge;
(v) the
Cut-Off Date Principal Balance of the related Mortgage
Loan; and
(vi)
the remaining term of the Prepayment Charge.
The Prepayment Charge Schedule shall be amended by the Seller
and
delivered to the Trustee, the Securities Administrator, the Master
Servicer and
the Servicer from time to time in accordance with the provisions of
this
Agreement, and the Trustee , the Securities Administrator, the
Master Servicer
and the Servicer shall have no responsibility to recalculate or
otherwise review
the information set forth therein.
PREPAYMENT INTEREST SHORTFALL: With respect to any Distribution
Date,
for each Mortgage Loan that was the subject during the related
Prepayment Period
of a voluntary Principal Prepayment (other than Principal
Prepayments in full
that occur during the portion of the related Prepayment Period that
is in the
same calendar month as the Distribution Date), an amount equal to
the excess, if
any, of (i) 30 days of accrued interest on the Principal Balance of
such
Mortgage Loan at the Loan Rate (or at such lower rate as may be in
effect for
such Mortgage Loan pursuant to application of the Civil Relief
Act), net of the
Servicing Fee Rate (which shall constitute payment of the Servicing
Fee with
respect to such Mortgage Loan), with respect to the Servicer's
obligation in
respect of any Prepayment Interest Shortfall and net of the Master
Servicing Fee
Rate (which shall constitute payment of the Master Servicing Fee
with respect to
such Mortgage Loan), with respect to the Master Servicer's
obligation in respect
of any Prepayment Interest Shortfall, over (ii) the amount of
interest actually
remitted by the Mortgagor in connection with such Principal
Prepayment.
PREPAYMENT PERIOD: With respect to any Distribution Date and
any
Principal Prepayment in full, the period from the sixteenth day of
the calendar
month preceding the month in which such Distribution Date occurs
(or in the case
of the first Distribution Date, from the related Cut-off Date)
through the
fifteenth day of the month in which such Distribution Date occurs.
With respect
to any Distribution Date and any Curtailment, the calendar month
preceding such
Distribution Date.
PRINCIPAL BALANCE: With respect to any date and as to any
Mortgage
Loan, other than a Liquidated Mortgage Loan, the related Cut-Off
Date Principal
Balance, minus all collections credited against the Cut-Off Date
Principal
Balance of such Mortgage Loan, as of such date. For purposes of
this definition,
a Liquidated Mortgage Loan shall be deemed to have a Principal
Balance equal to
the Principal Balance of the related Mortgage Loan immediately
prior to the
final recovery of related Liquidation Proceeds and a Principal
Balance of zero
thereafter.
PRINCIPAL
PREPAYMENT: Any payment or other recovery of principal on a
Mortgage Loan equal to the outstanding principal balance thereof,
received in
advance of the final scheduled Due Date which is intended to
satisfy a Mortgage
Loan in full (without regard to any Prepayment Charge that may have
been
collected by the Servicer in connection with such payment of
principal).
PROPRIETARY LEASE: With respect to any Cooperative Unit, a lease
or
occupancy agreement between a Cooperative Corporation and a holder
of related
Cooperative Shares.
PROSPECTUS: The base
prospectus of the Depositor dated [o].
PROSPECTUS SUPPLEMENT: The prospectus supplement dated [o] relating
to
the offering of the Offered Certificates.
PURCHASE PRICE: As to any Mortgage Loan repurchased on any date
pursuant to Section 2.02, 2.04 or 3.16, an amount equal to the sum
of (i) the
unpaid Principal Balance thereof, (ii) the greater of (a) all
unpaid accrued
interest thereon to the end of the Due Period preceding the
Distribution Date on
which such Purchase Price is included in Available Funds and (b)
thirty (30)
days' interest thereon, computed at the applicable Loan Rate;
PROVIDED, HOWEVER,
that if the purchaser is the Servicer, the amount described in
clause (ii) shall
be computed at the Loan Rate net of the Servicing Fee Rate (which
shall
constitute payment of the Servicing Fee with respect to such
Mortgage Loan),
(iii) if the purchaser is the Seller, (x) any unreimbursed
Servicing Advances
with respect to such Mortgage Loan and (y) expenses reasonably
incurred or to be
incurred by the Servicer, the Master Servicer, the Securities
Administrator, the
Trust or the Trustee in respect of the breach or defect giving rise
to the
purchase obligation, including costs due to any violations of any
predatory or
abusive lending law and (iv) the amount of any penalties, fines,
forfeitures,
legal fees and related costs, judgments and any other costs, fees
and expenses
incurred by or imposed on the Trustee, the Servicer, the Master
Servicer, the
Securities Administrator or the Trust or with respect to which any
of them are
liable arising from a breach by the Seller of its representations
and warranties
in Section 2.04.
RATING AGENCY: Initially Moody's and S&P, and their successors
and
assigns. If such agency or a successor is no longer in existence,
"Rating
Agency" shall include such other statistical credit rating agency,
or other
comparable Person, designated by the Depositor, notice of which
designation
shall be given to the Trustee and the Securities Administrator.
References
herein to the highest short term unsecured rating category of a
Rating Agency
shall mean "A-1" or better in the case of S&P and "P-1" or
better in the case of
Moody's. References herein to the highest long-term rating category
of a Rating
Agency shall mean "AAA" in the case of S&P and "Aaa" in the
case of Moody's.
RECOGNITION AGREEMENT: With respect to any Cooperative Loan, an
agreement between the Cooperative Corporation and the originator of
such
Mortgage Loan, which establishes the rights of such originator in
the
Cooperative Property.
RECORD DATE: As to the Fixed Rate Certificates, Class BIO
Certificates,
Class P Certificates and the Residual Certificates and any
Distribution Date,
the last Business Day of the month immediately preceding the month
in which the
related Distribution Date occurs. As to the Adjustable Rate
Certificates and any
Distribution Date, the Business Day preceding such Distribution
Date (except in
the case of the first Distribution Date, for which the Record Date
shall be the
Closing Date); provided, however, that if the Adjustable Rate
Certificates are
no longer Book-Entry Certificates, the "Record Date" shall be the
last Business
Day of the month immediately preceding the month in which the
related
Distribution Date occurs.
RECOVERY: With respect to any Liquidated Mortgage Loan, an
amount
received in respect of principal on such Mortgage Loan which has
previously been
allocated as an Applied Realized Loss Amount to a Class or Classes
of
Certificates net of reimburseable expenses.
REFERENCE BANK RATE: As to any Interest Period relating to the
Adjustable Rate Certificates as follows: the arithmetic mean
(rounded upwards,
if necessary, to the nearest one sixteenth of a percent) of the
offered rates
for United States dollar deposits for one month which are offered
by the
Reference Banks as of 11:00 A.M., London time, on the second LIBOR
Business Day
prior to the first day of such Interest Period to prime banks in
the London
interbank market for a period of one month in amounts approximately
equal to the
aggregate Class Principal Balance of the Adjustable Rate
Certificates; 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 of the
rates quoted by one or more major banks in New York City, selected
by the
Securities Administrator after consultation with the Seller, as of
11:00 A.M.,
New York City time, on such date for loans in U.S. Dollars to
leading European
Banks for a period of one month in amounts approximately equal to
the aggregate
Class Principal Balance of the Adjustable Rate Certificates. If no
such
quotations can be obtained, the Reference Bank Rate shall be the
Reference Bank
Rate applicable to the preceding Interest Period.
REFERENCE BANKS: Three major banks that are engaged in the
London
interbank market, selected by the Seller after consultation with
the Securities
Administrator.
REGULAR CERTIFICATES: The Offered Certificates and the Class
BIO
Certificates.
RELATED DOCUMENTS: As
defined in Section 2.01.
RELEASED MORTGAGED PROPERTY PROCEEDS: As to any Mortgage Loan,
proceeds
received by the Servicer in connection with (a) a taking of an
entire Mortgaged
Property by exercise of the power of eminent domain or condemnation
or (b) any
release of part of the Mortgaged Property from the lien of the
related Mortgage,
whether by partial condemnation, sale or otherwise, which are not
released to
the Mortgagor in accordance with applicable law and mortgage
servicing standards
the Servicer would use in servicing mortgage loans for its own
account and this
Agreement.
REMIC: A "real estate mortgage investment conduit" within the
meaning
of Section 860D of the Code.
REMIC I: The segregated pool of assets consisting of the REMIC
II
Regular Interests as described in Section 2.07.
REMIC I CERTIFICATES: As defined in Section 2.07.
REMIC I REGULAR INTEREST: As defined in Section 2.07.
REMIC II: The segregated pool of assets consisting of the assets of
the
Trust other than the Net Rate Cap Fund, the Prepayment Charges and
the Group I
Interest Rate Cap Agreement.
REMIC II REGULAR INTEREST: As defined in Section 2.07.
REMIC CERTIFICATE MATURITY DATE: The "latest possible maturity
date" as
that term is defined in Section 2.09.
REMIC CHANGE OF LAW: Any proposed, temporary or final
regulation,
revenue ruling, revenue procedure or other official announcement
or
interpretation relating to any REMIC and the REMIC Provisions
issued after the
Closing Date.
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
regulations promulgated thereunder, as the foregoing may be in
effect from time
to time.
REO PROPERTY: A Mortgaged Property that is acquired by the Servicer
or
the Master Servicer on behalf of the Trust in foreclosure or by
deed in lieu of
foreclosure.
RESIDENTIAL DWELLING: A one- to five-family dwelling, a five-
to
eight-family dwelling, a mixed use property, a unit in a planned
unit
development, a unit in a condominium development, a townhouse, a
unit in a
cooperative or a mobile home treated as real property under local
law.
RESIDUAL CERTIFICATES: The Class R-1 and Class R-2
Certificates,
collectively.
RESPONSIBLE OFFICER: When used with respect to the Securities
Administrator, any officer assigned to the corporate trust group
(or any
successor thereto), including any executive vice president, senior
vice
president, first vice president, vice president, assistant vice
president,
controller, assistant controller, trust officer, any assistant
secretary, any
trust officer or any other officer of the Trustee customarily
performing
functions similar to those performed by any of the above designated
officers and
having direct responsibility for the administration of this
Agreement. When used
with respect to the Trustee, any officer in the Corporate Trust
Office with
direct responsibility for the administration of this Agreement.
When used with
respect to the Depositor, the Seller, the Master Servicer or
Servicer, the
President or any Vice President, Assistant Vice President or any
Secretary or
Assistant Secretary.
SAIF: The Savings Association Insurance Fund, as from time to
time
constituted, created under the Financial Institutions Reform,
Recovery and
Enhancement Act of 1989, or, if at any time after the execution of
this
Agreement the Savings Association Insurance Fund is not existing
and performing
duties now assigned to it, the body performing such duties on such
date.
SECURITIES ADMINISTRATOR: [o], a national banking association or
any
successor thereto or any successor hereunder.
SECURITIES ADMINISTRATOR INFORMATION: As defined in Section
3.13
herein.
SECURITY AGREEMENT: With respect to any Cooperative Loan, the
agreement
between the owner of the related Cooperative Shares and the
originator of the
related Mortgage Note, which defines the terms of the security
interest in such
Cooperative Shares and the related Proprietary Lease.
SELLER: Delta.
SENIOR CERTIFICATE:
Any Group I or Group II Certificate.
SENIOR CERTIFICATEHOLDER: The Holder of a Senior
Certificate.
SENIOR ENHANCEMENT PERCENTAGE: As to any Distribution Date and
each
Loan Group, the percentage equivalent of a fraction, the numerator
of which is
the sum of (i) the aggregate Class Principal Balances of the
related Subordinate
Certificates and (ii) the related Overcollateralization Amount (in
each case, on
the prior Distribution Date) and the denominator of which is the
Group I Pool
Balance or the Group II Pool Balance, as applicable, as of the last
day of the
prior Due Period.
SERVICER: [o], a federally chartered savings bank or any
successor
thereto or any successor hereunder.
SERVICER EVENT OF DEFAULT: As defined in Section 8.01.
SERVICER INFORMATION:
As defined in Section 3.13 herein.
SERVICER REIMBURSEMENT AMOUNT: As defined in Section 3.20.
SERVICER TERMINATION TEST: The Servicer Termination Test is failed
if
either (x) Cumulative Net Losses for the Mortgage Loans exceed [o]%
of the
aggregate Original Class Principal Balance of the Offered
Certificates or (y)
the most recent Three Month 90-Day Delinquency Rate exceeds
30%.
SERVICING ADVANCES: All reasonable and customary "out of pocket"
costs
and expenses incurred prior to, on or after the Cut-Off Date in the
performance
by the Servicer of its servicing obligations under this Agreement,
including,
but not limited to, the cost of (i) the preservation, restoration
and protection
of the Mortgaged Property, (ii) any enforcement or judicial
proceedings,
including foreclosures and any litigation related to a Mortgage
Loan, (iii) the
management and liquidation of the REO Property, including
reasonable fees paid
to any independent contractor in connection therewith, (iv)
compliance with the
obligations under Section 3.04, 3.06 or 3.19, (v) in connection
with the
liquidation of a Mortgage Loan, expenditures relating to the
purchase or
maintenance of the First Lien pursuant to Section 3.17, all of
which reasonable
and customary out-of-pocket costs and expenses are reimbursable to
the Servicer
to the extent provided in Sections 3.03(ii) and (vi), and 3.06 and
(vi)
correcting any outstanding title issues (i.e., any lien or
encumbrance on the
Mortgaged Property that prevents the effective enforcement of the
intended lien
position) not customarily processed internally by servicers in the
servicing
industry reasonably necessary for the Servicer to perform its
obligations under
this Agreement.
SERVICING CERTIFICATE: A certificate completed and executed by
a
Servicing Officer on behalf of the Servicer.
SERVICING COMPENSATION: The Servicing Fee and other amounts to
which
the Servicer is entitled pursuant to Section 3.08.
SERVICING FEE: As to each Distribution Date and each Mortgage Loan,
the
monthly fee payable to the Servicer, which is calculated as an
amount equal to
the product of one-twelfth of the Servicing Fee Rate and the
Principal Balance
thereof at the beginning of the related Due Period.
SERVICING FEE RATE:
For any Distribution Date, [o]% per annum.
SERVICING OFFICER: Any officer of the Servicer involved in, or
responsible for, the administration and servicing of the Mortgage
Loans whose
name and specimen signature appear on a list of servicing officers
furnished to
the Trustee, the Master Servicer and the Securities Administrator
by the
Servicer, as such list may be amended from time to time.
SERVICING RIGHTS OWNER: The Servicer or an Affiliate of the
Servicer
that has acquired or may acquire ownership of the servicing rights
associated
with the servicing rights and obligations under this Agreement.
SERVICING RIGHTS PLEDGEE: As defined in Section 7.04.
SERVICING TRANSFER COSTS: All reasonable costs and expenses
incurred by
the Successor Servicer or the Successor Master Servicer in
connection with the
transfer of servicing from a predecessor Servicer or the transfer
of master
servicing from the predecessor Master Servicer, as applicable,
including,
without limitation, any reasonable costs or expenses associated
with the
complete transfer of all electronic servicing data and the
completion,
correction or manipulation of such electronic servicing data as may
be required
by the successor to correct any errors or insufficiencies in the
servicing data
or otherwise to enable the successor to service or master service,
as
applicable, the Mortgage Loans properly and effectively.
SIXTY DAY DELINQUENCY RATE: As to any Distribution Date and each
Loan
Group, the percentage equivalent of a fraction, the numerator of
which is the
aggregate of the Principal Balances of (a) the related Mortgage
Loans that are
60 or more days delinquent, (b) the related Mortgage Loans that are
60 or more
days delinquent and in bankruptcy or foreclosure and (c) all REO
Property, in
each case, as of the last day of the preceding month, and the
denominator of
which is the Group I Pool Balance or the Group II Pool Balance, as
applicable,
as of the last day of the related Due Period.
S&P: Standard & Poor's Ratings Services, a division of The
McGraw-Hill
Companies, Inc. or its successor in interest.
STARTUP DAY: The day
designated as such pursuant to Section 2.08.
SUBORDINATE CERTIFICATES: Any Certificate executed and
authenticated by
the Securities Administrator substantially in the form set forth in
Exhibit A
and designated as a Class MV Certificate or Class MF Certificate
pursuant to
Section 6.01.
SUBORDINATION DEFICIENCY: As to any Distribution Date and each
Loan
Group, the excess, if any, of (i) the Group I Required
Overcollateralization
Amount or the Group II Required Overcollateralization Amount, as
applicable, for
such Distribution Date over (ii) the related Overcollateralization
Amount for
such Distribution Date after giving effect to the distribution of
the related
Basic Principal Amount on such Distribution Date.
SUBORDINATION INCREASE AMOUNT: As to any Distribution Date and
each
Loan Group, the lesser of (i) the related Subordination Deficiency
and (ii) the
Group I Excess Interest or the Group II Excess Interest, as
applicable.
SUBORDINATION REQUIRED OVERCOLLATERALIZATION AMOUNT: As to any
Distribution Date on which a Group I Delinquency Event or a Group
II Delinquency
Event, as applicable, does not exist and each Loan Group, the Group
I Required
Overcollateralization Amount or the Group II Required
Overcollateralization
Amount, as applicable without giving effect to the related OC Floor
calculation.
As to any other Distribution Date, the Group I Required
Overcollateralization
Amount or the Group II Required Overcollateralization Amount, as
applicable.
SUBSERVICER: Any Person with whom the Servicer has entered into
a
Subservicing Agreement and who satisfies the requirements set forth
in Section
3.01(b) in respect of the qualification of a Subservicer.
SUBSERVICING AGREEMENT: Any agreement between the Servicer and
any
Subservicer relating to subservicing and/or administration of
certain Mortgage
Loans as provided in Section 3.01(b), a copy of which shall be
delivered, along
with any modifications thereto, to the Trustee, the Master Servicer
and the
Securities Administrator.
SUBSTITUTION ADJUSTMENT: As to any date on which a substitution
occurs
pursuant to Section 2.05, the sum of (a) the excess of (i) the
aggregate
Principal Balances of all Defective Mortgage Loans to be replaced
by Eligible
Substitute Mortgage Loans (after application of principal payments
received on
or before the date of substitution of any Eligible Substitute
Mortgage Loans as
of the date of substitution) over (ii) the Principal Balance of
such Eligible
Substitute Mortgage Loans and (b) the greater of (x) accrued and
unpaid interest
on such excess through the Due Period relating to the Distribution
Date for
which such Substitution Adjustment will be included as part of
Available Funds
and (y) thirty (30) days' interest on such excess calculated on a
360-day year
in each case at the Loan Rate and (c) the amount of any
unreimbursed Servicing
Advances made by the Servicer with respect to such Defective
Mortgage Loan and
(d) the amount referred to in clause (iv) of the definition of
Purchase Price in
respect of such Defective Mortgage Loan.
SUCCESSOR SERVICER: As
defined in Section 8.02.
SUCCESSOR MASTER SERVICER: As defined in Section 8.04.
TAX MATTERS FEE: As to any Distribution Date and each Loan Group,
an
amount equal to the product of (i) the Tax Matters Fee Rate and
(ii) the
aggregate Principal Balance of the Mortgage Loans in such Loan
Group as of the
beginning of the related Due Period.
TAX MATTERS FEE RATE: As to any Distribution Date, an amount equal
to
the quotient of (i) $[o] divided by (ii) the sum of the Group I
Pool Balance and
the Group II Pool Balance as of the beginning of the related Due
Period.
TAX MATTERS PERSON: As
defined in Section 2.11.
TAX MATTERS PERSON RESIDUAL INTEREST: A 0.000001% interest in each
of
the Class R-1 and Class R-2 Certificates, which shall be issued to
and held by
the Tax Matters Person.
THREE MONTH DELINQUENCY RATE: As to any Distribution Date the
arithmetic average of the Sixty Day Delinquency Rates of each Loan
Group for the
three Distribution Dates preceding such Distribution Date.
THREE MONTH 90-DAY DELINQUENCY RATE: As to any Distribution Date
and
each Loan Group, the arithmetic average of the Ninety Day
Delinquency Rates of
such Loan Group for the three Distribution Dates preceding such
Distribution
Date.
TRUST: The trust created by this Agreement, the corpus of which
consists of the Mortgage Loans, such assets as shall from time to
time be
deposited in the Collection Account, the Distribution Account and
the Net Rate
Cap Fund, each in accordance with this Agreement, REO Property,
certain hazard
insurance policies maintained by the Mortgagors or the Servicer in
respect of
the Mortgage Loans, the rights of the Securities Administrator, on
behalf of the
Trust, under the Group I Interest Rate Cap Agreement, and all
proceeds of each
of the foregoing.
TRUSTEE: [o], or any successor Trustee appointed in accordance
with
this Agreement that has accepted such appointment in accordance
with this
Agreement.
UNDERWRITERS' EXEMPTION: Prohibited Transaction Exemption 2002-41,
67
Fed. Reg. 54487 (2002), as amended (or any successor thereto), or
any
substantially similar administrative exemption granted by the U.S.
Department of
Labor.
VOTING RIGHTS: The right to vote evidenced by a Certificate as
follows:
the Class BIO Certificates, in the aggregate, shall evidence Voting
Rights equal
to the percentage equivalent of a fraction, the numerator of which
is the
Required Overcollateralization Amount and the denominator of which
is the Pool
Balance; the Certificates, other than the Class BIO Certificates,
shall evidence
Voting Rights equal to 100% minus the Voting Rights evidenced by
the Class BIO
Certificates. The Voting Rights shall be allocated to the
Certificates, other
than the Class BIO Certificates, as follows: 1% to the Class P
Certificates and
1% to the Residual Certificates in the aggregate and the remainder
among the
other Classes of Offered Certificates in proportion to their
respective Class
Principal Balances. Voting Rights allocated to a Class of
Certificates shall be
allocated among the Certificates of such Class in proportion to
their respective
Percentage Interests.
Section 1.02. INTEREST CALCULATIONS. All calculations of interest
that
are made in respect of the Principal Balance of the Mortgage Loans
shall be made
on the basis of a 360-day year consisting of twelve 30-day months.
The
Certificate Rates for the Certificates shall be calculated on the
basis set
forth in the definition of Interest Period. The calculation of the
Servicing Fee
and the Trustee Fee shall be made on the basis of a 360-day year
consisting of
twelve 30-day months. All dollar amounts calculated hereunder shall
be rounded
to the nearest penny with one-half of one penny being rounded
down.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES;
TAX TREATMENT
Section 2.01. CONVEYANCE OF MORTGAGE LOANS.
(a) The Seller, concurrently with the execution and delivery of
this
Agreement, does hereby sell, transfer, assign, set over and
otherwise convey, to
the Depositor, without recourse, (subject to Sections 2.02 and
2.04) (i) all of
its right, title and interest in and to each Mortgage Loan,
including the
Cut-Off Date Principal Balance and all collections in respect of
interest and
principal received after the Cut-Off Date (other than payments in
respect of
accrued interest and principal due on or before [o]); (ii) property
which
secured such Mortgage Loan and which has been acquired by
foreclosure or deed in
lieu of foreclosure; (iii) its interest in any insurance policies
in respect of
the Mortgage Loans; (iv) the Net Cap Fund Deposit; and (v) all
proceeds of any
of the foregoing.
Immediately upon the conveyance referred to in the preceding
paragraph,
the Depositor does hereby sell, transfer, assign, set over and
otherwise convey
to the Trustee on behalf of Certificateholders, without recourse,
all of the
Depositor's right, title and interest in and to each asset conveyed
to the
Depositor by the Seller, including all of the rights of the
Depositor to require
the Seller to comply with its obligations under this Agreement. In
addition, on
or prior to the Closing Date, the Depositor shall direct the
Securities
Administrator, on behalf of the Trust, to enter into the Group I
Interest Rate
Cap Agreement with the Cap Provider.
It is agreed and understood by the parties hereto that it is
not
intended that any Mortgage Loan be included in the Trust that is a
"High-Cost
Home Loan" as defined in the New Jersey Home Ownership Act
effective November
27, 2003, the Home Loan Protection Act of New Mexico effective
January 1, 2004
or the Massachusetts Predatory Home Loan Practices Act, effective
as of November
7, 2004.
In connection with such transfer, assignment and conveyance the
Seller
shall deliver to, and deposit with, the Trustee or the Custodian on
behalf of
the Trustee, on or before the Closing Date, the following documents
or
instruments with respect to each Mortgage Loan (the "Related
Documents") and the
related Mortgage Loan Schedule in computer readable format:
(i) The original Mortgage Note, with all prior and intervening
endorsements showing a complete chain of endorsements from the
originator of the Mortgage Loan to the Person so endorsing the
Mortgage
Loan to the Trustee, endorsed by such Person "Pay to the order of
[o],
as Trustee for [o] without recourse" and signed, by facsimile or
manual
signature, in the name of the Seller by a Responsible Officer;
(ii) For each Mortgage Loan that is not a MERS Mortgage Loan,
any of: (1) the original Mortgage and related power of attorney,
if
any, with evidence of recording thereon, (2) (A) a copy of the
Mortgage, if any, certified as a true copy of the original Mortgage
by
a Responsible Officer of the Seller by facsimile or manual
signature or
by the closing attorney or by an officer of the title insurer or
agent
of
the title insurer that issued the related title insurance policy,
in
such case, if the original has been transmitted for recording
until
such time as the original is returned by the public recording
office
and (B) a copy of the related power of attorney, if any, or (3) a
copy
of the original recorded Mortgage and a copy of the related power
of
attorney, if any, certified by the public recording office. For
each
Mortgage Loan that is a MERS Mortgage Loan, the original
Mortgage,
noting the presence of the MIN of the related Mortgage Loan and
either
language indicating that the Mortgage Loan is a MOM Loan if the
Mortgage Loan is a MOM Loan or if the Mortgage Loan was not a MOM
Loan
at origination, the original Mortgage and the assignment thereof
to
MERS, with evidence of recording indicated thereon, or a copy of
the
Mortgage certified by the public recording office in which such
Mortgage has been recorded;
(iii) For each Mortgage Loan, the original Assignment of
Mortgage in recordable form, from the Seller in blank, or to
"[o]";
(iv) The original lender's title insurance policy or a true
copy thereof or,
if such original lender's title insurance policy has
been lost, a copy thereof certified by the appropriate title
insurer to
be true and complete or, if such lender's title insurance policy
has
not been issued as of the Closing Date, a marked up commitment
(binder)
to issue such policy;
(v) For each Mortgage Loan that was not a MERS Mortgage Loan
at its origination, all intervening assignments, if any, showing
a
complete chain of assignments from the originator to the
Seller,
including any recorded warehousing assignments, with evidence
of
recording thereon, or a copy thereof certified by a Responsible
Officer
of the Seller by facsimile or manual signature, or by the
closing
attorney or by an officer of the title insurer or agent of the
title
insurer that issued the related title insurance policy, as a true
copy
of the original of such intervening assignments if the original
has
been transmitted for recording until such time as the original
is
returned by the public recording office or a copy of the
original
recorded intervening assignments certified by the public
recording
office;
(vi) Originals of all assumption, written assurance,
substitution and modification agreements, if any; and
(vii) In the case of a Cooperative Loan, the originals of the
following documents or instruments:
(a) The
Cooperative Shares, together with a stock power
in blank;
(b) The
executed Security Agreement;
(c) The
executed Proprietary Lease;
(d) The
executed Recognition Agreement;
(e) The
executed assignment of Recognition Agreement;
(f) The
executed UCC-1 financing statements with evidence
of recording thereon which have been filed in all
places required to perfect the Seller's interest in
the Cooperative Shares and the Proprietary Lease; and
(g) Executed
UCC-3 financing statements or other
appropriate UCC financing statements required by
state law, evidencing a complete and unbroken line
from the mortgagee to the Trustee with evidence of
recording thereon (or in a form suitable for
recordation).
In addition, in connection with the assignment of any MERS
Mortgage
Loan, the Seller agrees that it will cause, at the Seller's
expense, the MERS(R)
System to indicate that such Mortgage Loans have been assigned by
the Seller to
the Trustee in accordance with this Agreement for the benefit of
the
Certificateholders, by including (or deleting, in the case of
Mortgage Loans
which are repurchased in accordance with this Agreement) in such
computer files
the information required by the MERS(R) System to identify the
series of
Certificates issued in connection with such Mortgage Loans. The
Seller further
agrees that it will not, and will not permit the Servicer or the
Master Servicer
to, and each of the Servicer and the Master Servicer agrees that it
will not,
alter the information referenced in this paragraph with respect to
any Mortgage
Loan during the term of this Agreement unless and until such
Mortgage Loan is
repurchased in accordance with the terms of this Agreement.
In instances where, for a Mortgage Loan that is not a MERS
Mortgage
Loan, the original recorded Mortgage is not delivered as provided
above, and in
instances where intervening assignments called for by clause (v)
above are
unavailable, the Seller will deliver or cause to be delivered the
original
recorded Mortgage and intervening assignments to the Trustee or the
Custodian on
behalf of the Trustee promptly upon receipt thereof but in no event
later than
one year after the Closing Date.
The Seller hereby confirms to the Depositor, the Securities
Administrator and the Trustee that it has caused the portions of
the Electronic
Ledger relating to the Mortgage Loans to be clearly and
unambiguously marked,
and has made the appropriate entries in its general accounting
records, to
indicate that such Mortgage Loans have been transferred to the
Trustee, as
designee of the Depositor, and constitute part of the Trust in
accordance with
the terms of the trust created hereunder.
(b) The parties hereto intend that the transactions set forth
herein be
a sale by the Seller to the Depositor of all the Seller's right,
title and
interest in and to the Mortgage Loans and other property described
above and the
sale by the Depositor to the Trust of all the Depositor's right,
title and
interest in and to the Mortgage Loans and other property described
above. In the
event either transaction set forth herein is deemed not to be a
sale, the Seller
hereby grants to the Depositor, and the Depositor hereby grants to
the Trustee,
a security interest in all of its respective right, title and
interest in, to
and under the Mortgage Loans and other property described above;
and this
Agreement shall constitute a security agreement under applicable
law. The
Seller, the Depositor and the Trustee (or the Securities
Administrator on behalf
of the Trustee) shall, to the extent consistent with this
Agreement, take such
actions as may be necessary to ensure that, if this Agreement were
deemed to
create a security interest in the Mortgage Loans, such security
interest would
be deemed to be a perfected security interest of first priority
under applicable
law and will be maintained as such throughout the term of the
Agreement.
Except as may otherwise expressly be provided herein, neither
the
Seller, the Depositor, the Servicer, the Master Servicer, the
Securities
Administrator nor the Trustee shall (and the Servicer shall ensure
that no
Subservicer shall) assign, sell, dispose of or transfer any
interest in the
Trust or any portion thereof, or permit the Trust or any portion
thereof to be
subject to any lien, claim, mortgage, security interest, pledge or
other
encumbrance of, any other Person.
In the event that the parties hereto have failed to transfer the
entire
legal ownership in and to each Mortgage Loan to the Trust, the
parties hereto
intend that this document operate to transfer the entire equitable
ownership
interest in and to each Mortgage Loan to the Trust.
(c) Within thirty (30) days of the Closing Date, the Seller, at its
own
expense, shall prepare and send for recording the Assignments of
Mortgage in
favor of the Trustee, in the appropriate real property or other
records;
PROVIDED, HOWEVER, that the Seller shall not be required to record
Assignments
of Mortgage if the related Mortgaged Property is located in a
jurisdiction in
which the recording thereof is not necessary to protect the
interests of the
Trustee or Certificateholders in the related Mortgage as evidenced
by an Opinion
of Counsel, in form and substance satisfactory to the Rating
Agencies, delivered
to the Trustee, the Securities Administrator and the Rating
Agencies. With
respect to any Assignment of Mortgage as to which the related
recording
information is unavailable within thirty (30) days following the
Closing Date,
such Assignment of Mortgage shall be submitted for recording within
thirty (30)
days after receipt of such information but in no event later than
one year after
the Closing Date. The Trustee or the Custodian on behalf of the
Trustee shall be
required to retain a copy of each Assignment of Mortgage submitted
for
recording. In the event that any such Assignment of Mortgage is
lost or returned
unrecorded because of a defect therein, the Seller shall promptly
prepare a
substitute Assignment of Mortgage or cure such defect, as the case
may be, and
thereafter the Seller shall be required to submit each such
Assignment of
Mortgage for recording. Any failure of the Seller to comply with
this Section
2.01(c) shall result in the obligation of the Seller to purchase or
substitute
for the related Mortgage Loans pursuant to the provisions of
Section 2.02.
(d) Neither the Trustee nor the Custodian on behalf of the
Trustee
shall have any responsibility for reviewing any Mortgage File
except as
expressly provided in Section 2.02. Without limiting the effect of
the preceding
sentence, in reviewing any Mortgage File pursuant to such
subsection, neither
the Trustee nor the Custodian shall have any responsibility for
determining
whether any document is valid and binding, whether the text of any
assignment or
endorsement is in proper or recordable form (except, if applicable,
to determine
if the Trustee is the assignee or endorsee), whether any document
has been
recorded in accordance with the requirements of any applicable
jurisdiction, or
whether a blanket assignment is permitted in any applicable
jurisdiction, but
shall only be required to determine whether a document has been
executed, that
it appears to be what it purports to be, and, where applicable,
that it purports
to be recorded, but shall not be required to determine whether any
Person
executing any document is authorized to do so or whether any
signature thereon
is genuine.
(e) Notwithstanding the delivery of the Opinion of Counsel referred
to
in Section 2.01(c), Assignments of Mortgage shall be submitted by
the Seller for
recording within five (5) Business Days after the earlier to occur
of (i) a
transfer of the servicing of the Mortgage Loans from the Servicer
and (ii) an
Event of Default.
Section 2.02. ACCEPTANCE BY TRUSTEE. The Trustee hereby
acknowledges
the sale and assignment of the Mortgage Loans, and, subject to the
review
provided for in this Section 2.02 and the period for delivery
provided for in
Section 2.01, its receipt or that of the Custodian on behalf of the
Trustee of
the Mortgage Files, and declares that the Trustee or the Custodian
on behalf of
the Trustee holds and will hold such documents and all amounts
received by it
thereunder and hereunder in trust, upon the terms herein set forth,
for the use
and benefit of all present and future Certificateholders. If the
Seller is given
notice under this Section 2.02 that a Mortgage File is defective or
incomplete
and if the Seller does not correct or cure such omission or defect
within the
90-day period specified in this Section 2.02, the Seller shall
purchase such
Mortgage Loan from the Trustee (i) on the Determination Date in the
month
following the month in which such 90-day period expired at the
Purchase Price of
such Mortgage Loan or (ii) upon the expiration of such 90-day
period if the
omission or defect would result in the related Mortgage Loan not
being a
Qualified Mortgage Loan for purposes of Section 860G(a)(3) of the
Code. At any
time the Seller exercises its option to repurchase any Mortgage
Loan pursuant to
Section 2.04(b), the Seller shall notify the Depositor, the
Servicer, the Master
Servicer, the Securities Administrator and the Trustee of any such
repurchase no
later than five Business Days prior to the Determination Date of
the month in
which it wishes to repurchase such Mortgage Loans and the Seller
shall
repurchase such Mortgage Loan from the Trustee on such
Determination Date. The
Purchase Price for any purchased or repurchased Mortgage Loan shall
be delivered
to the Servicer for deposit in the Collection Account (and the
Servicer shall
deposit such amount upon receipt) no later than the applicable
Determination
Date or the Business Day preceding the expiration of such 90-day
period, as the
case may be; and, upon receipt by the Trustee or the Custodian on
behalf of the
Trustee of written notification of such deposit signed by a
Responsible Officer
of the Seller, the Trustee or the Custodian on behalf of the
Trustee shall
release to the Seller the related Mortgage File and the Trustee
shall execute
and deliver such instruments of transfer or assignment, in each
case without
recourse, as shall be necessary to vest in the Seller or its
designee any
Mortgage Loan released pursuant hereto. It is understood and agreed
that the
obligation of the Seller to purchase any Mortgage Loan as to which
a material
defect in or omission of a constituent document exists shall
constitute the sole
remedy against the Seller respecting such defect or omission
available to the
Servicer (in its role as such), the Master Servicer, the
Certificateholders, the
Securities Administrator or the Trustee on behalf of
Certificateholders. An
Opinion of Counsel to the effect set forth in Section 2.05(d) shall
be delivered
to the Trustee and the Securities Administrator in connection with
any purchase
or repurchase pursuant to this Section 2.02. If pursuant to the
foregoing
provisions the Seller repurchases a Mortgage Loan that is a MERS
Mortgage Loan,
the Servicer shall, at the Seller's expense, either (i) cause MERS
to execute
and deliver an Assignment of Mortgage in recordable form to
transfer the
Mortgage from MERS to the Seller and shall cause such Mortgage to
be removed
from registration on the MERS(R) System in accordance with MERS'
rules and
regulations or (ii) cause MERS to designate on the MERS(R) System
the Seller as
the beneficial holder of such Mortgage Loan.
The Seller, promptly following the transfer of (i) a Mortgage Loan
from
or (ii) an Eligible Substitute Mortgage Loan to the Trust pursuant
to this
Section 2.02 or Section 2.05, as the case may be, shall amend the
Mortgage Loan
Schedule, appropriately mark the Electronic Ledger and make
appropriate entries
in its general account records to reflect such transfer and the
addition of any
Eligible Substitute Mortgage Loan, if applicable.
On the Closing Date or no later than the 45th day following the
Closing
Date, the Trustee or the Custodian on behalf of the Trustee shall
certify to the
Seller, the Depositor and the Servicer (and the Trustee if the
Custodian is so
certifying) that it has reviewed each Mortgage File and that, as to
each
Mortgage Loan listed in the related Mortgage Loan Schedule (other
than any
Mortgage Loan paid in full or any Mortgage Loan specifically
identified in the
certification in the form annexed hereto as Exhibit O as not
covered by such
certification), (i) all documents constituting part of such
Mortgage File
required to be delivered to it pursuant to paragraphs (i) - (v) and
(vii) of
Section 2.01(a) are in its possession, (ii) such documents have
been reviewed by
it and appear regular on their face and relate to such Mortgage
Loan, (iii)
based on its examination and only as to the foregoing, the
information set forth
in the Mortgage Loan Schedule which corresponds to items (ii) and
(iii) of the
definition of "Mortgage Loan Schedule" accurately reflects
information set forth
in the Mortgage File. If within such 45-day period the Trustee or
the Custodian
on behalf of the Trustee finds any document constituting a part of
a Mortgage
File not to have been executed or received or to be unrelated to
the Mortgage
Loans identified in said Mortgage Loan Schedule or, if in the
course of its
review, the Trustee or the Custodian on behalf of the Trustee
determines that
such Mortgage File is otherwise defective in any material respect,
the Trustee
or the Custodian on behalf of the Trustee shall promptly upon the
conclusion of
its review notify the Seller in the form of an exception report and
the Seller
shall have a period of ninety (90) days after such notice within
which to
correct or cure any such defect.
On the 360th day following the Closing Date, the Trustee or the
Custodian on behalf of the Trustee shall deliver to the Seller and
the Servicer
an exception report showing the documents outstanding pursuant to
Section
2.01(a) along with a final certification annexed hereto as Exhibit
P updated
from the previous certification issued in the form of Exhibit O.
The Trustee or
the Custodian on behalf of the Trustee shall also maintain records
adequate to
determine the date on which any document required to be delivered
to it after
such 360th day following the Closing Date must be delivered to it,
and on each
such date, the Trustee or the Custodian on behalf of the Trustee
shall review
the related Mortgage File to determine whether such document has,
in fact, been
delivered. After the delivery of the final certification, a form of
which is
attached hereto as Exhibit P, (i) the Trustee or the Custodian on
behalf of the
Trustee shall provide to the Servicer and the Seller (and to the
Trustee if
delivered by the Custodian), no less frequently than monthly,
updated exception
reports showing the documents outstanding pursuant to Section
2.01(a) until all
such exceptions have been eliminated and (ii) the Seller shall
provide to the
Trustee or the Custodian on behalf of the Trustee and the Servicer,
no less
frequently than monthly, updated certifications indicating the then
current
status of exceptions until all such exceptions have been
eliminated; PROVIDED
that the delivery of the final certification shall not act as a
waiver of any of
the rights the Certificateholders may have with respect to such
exceptions, and
all rights are reserved with respect thereto.
Neither the Trustee nor the Custodian makes any representations as
to
and shall not be responsible to verify (i) the validity,
sufficiency, legality,
due authorization, recordation or genuineness of any document or
(ii) the
collectability, insurability or effectiveness of any of the
Mortgage Loans.
Section 2.03. REPRESENTATIONS AND WARRANTIES REGARDING THE SELLER,
THE
SERVICER, THE DEPOSITOR AND THE MASTER SERVICER.
(a) The Seller represents and warrants that, as of the Closing
Date:
(i) The Seller is a corporation licensed as a mortgage banker
duly organized, validly existing and in good standing under the
laws of
the state of its incorporation and has, and had at all relevant
times,
full corporate power to originate the Mortgage Loans, to own
its
property, to carry on its business as presently conducted and to
enter
into and perform its obligations under this Agreement. The Seller
has
all necessary licenses and is qualified to transact business in and
is
in good standing under the laws of each state where a Mortgaged
Property is located or is otherwise exempt under applicable law
from
such qualification or is otherwise not required under applicable
law to
effect such qualification and no demand for such qualification has
been
made upon the Seller by any state having jurisdiction;
(ii) The execution and delivery of this Agreement by the
Seller and the Seller's performance of and compliance with the
terms of
this Agreement will not violate the Seller's articles of
incorporation
or by-laws or constitute a default (or an event which, with notice
or
lapse of time or both, would constitute a default) under, or result
in
the breach or acceleration of, any material contract, agreement
or
other instrument to which the Seller is a party or which may be
applicable to the Seller or any of its assets;
(iii) The Seller has the full power and authority to enter
into and consummate all transactions contemplated by this Agreement
to
be consummated by it, has duly authorized the execution, delivery
and
performance of this Agreement, and has duly executed and delivered
this
Agreement. This Agreement, assuming due authorization, execution
and
delivery by the other parties hereto, constitutes a valid, legal
and
binding obligation of the Seller, enforceable against it in
accordance
with the terms hereof, except as such enforcement may be limited
by
bankruptcy, insolvency, reorganization, receivership, moratorium
or
other similar laws relating to or affecting the rights of
creditors
generally, and by general equity principles (regardless of whether
such
enforcement is considered in a proceeding in equity or at law);
(iv) The Seller is not in violation of, and the execution and
delivery of this Agreement by the Seller and the performance by it
and
compliance with the terms of this Agreement will not constitute
a
violation with respect
to, any order or decree of any court or any
order or regulation of any federal, state, municipal or
governmental
agency having jurisdiction, which violation would materially
and
adversely affect the condition (financial or otherwise) or
operations
of the Seller or any of its properties or materially and
adversely
affect the performance of any of its duties hereunder;
(v) There are no actions or proceedings against, or
investigations of, the Seller pending or, to the knowledge of
the
Seller, threatened, before any court, administrative agency or
other
tribunal (A) that, if determined adversely, would prohibit its
entering
into this Agreement, (B) seeking to prevent the consummation of any
of
the transactions contemplated by this Agreement or (C) that, if
determined adversely, would prohibit or materially and adversely
affect
the performance by the Seller of any of its obligations under, or
the
validity or enforceability of, this Agreement;
(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 for the consummation of the transactions
contemplated by this Agreement, except for such consents,
approvals,
authorizations and orders, if any, that have been obtained prior to
the
Closing Date;
(vii) The Seller did not sell the Mortgage Loans to the
Depositor with any intent to hinder, delay or defraud any of
its
creditors; and the Seller will not be rendered insolvent as a
result of
the sale of the Mortgage Loans to the Depositor;
(viii) The Seller acquired title to the Mortgage Loans in good
faith, without notice of any adverse claim;
(ix) The Seller is a member of MERS in good standing, and will
comply in all material respects with the rules and procedures of
MERS
in connection with the servicing of the MERS Mortgage Loans for as
long
as such Mortgage Loans are registered with MERS;
(x) No Officer's Certificate, statement, report or other
document prepared by the Seller and furnished or to be furnished by
it
pursuant to this Agreement or in connection with the
transactions
contemplated hereby contains any untrue statement of material
fact;
(xi) The transfer, assignment and conveyance of the Mortgage
Notes and the Mortgages by the Seller pursuant to this Agreement
are
not subject to the bulk transfer laws or any similar statutory
provisions in effect in any applicable jurisdiction;
(xii) The transactions contemplated by this Agreement are in
the ordinary course of business of the Seller; and
(xiii) The Seller has caused or hereby agrees to cause to be
performed any and all acts required to be performed to preserve
the
rights and remedies of the Trustee in any insurance policies
applicable
to the Mortgage Loans, including, without limitation, any
necessary
notifications of insurers, assignments of policies or interests
therein, and establishments of co-insured, joint loss payee and
mortgagee rights in favor of the Trustee.
(b)
The Servicer represents and warrants that, as of the Closing
Date:
(i) The Servicer is a federally chartered savings bank duly
organized, validly existing and in good standing under the laws of
the
United States and has, and had at all relevant times, full power
to
service the Mortgage Loans, to own its property, to carry on
its
business as presently conducted and to enter into and perform
its
obligations under this Agreement;
(ii) The execution and delivery of this Agreement by the
Servicer and the performance by it of and compliance with the terms
of
this Agreement will not violate the Servicer's charter or by-laws
or
constitute a default (or an event which, with notice or lapse of
time
or both, would constitute a default) under, or result in the breach
or
acceleration of, any material contract, agreement or other
instrument
to which the Servicer is a party or which may be applicable to
the
Servicer or any of its assets;
(iii) The Servicer has the full power and authority to enter
into and consummate all transactions contemplated by this Agreement
to
be consummated by it, has duly authorized the execution, delivery
and
performance of this Agreement, and has duly executed and delivered
this
Agreement. This Agreement, assuming due authorization, execution
and
delivery by the other parties hereto, constitutes a valid, legal
and
binding obligation of the Servicer, enforceable against it in
accordance with the terms hereof, except as such enforcement may
be
limited by insolvency, reorganization, receivership, moratorium
or
other similar laws relating to or affecting the rights of
creditors
generally or the rights of creditors of insured institutions, and
by
general equity principles (regardless of whether such enforcement
is
considered in a proceeding in equity or at law);
(iv) The Servicer is not in violation of, and the execution
and delivery of this Agreement by the Servicer and the performance
by
it and compliance with the terms of this Agreement will not
constitute
a violation with respect to, any order or decree of any court or
any
order or regulation of any federal, state, municipal or
governmental
agency having jurisdiction, which violation would materially
and
adversely affect the condition (financial or otherwise) or
operations
of the Servicer or any of its properties or materially and
adversely
affect the performance of any of its duties hereunder;
(v) There are no actions or proceedings against, or
investigations of, the Servicer pending or, to the knowledge of
the
Servicer, threatened, before any court, administrative agency or
other
tribunal (A) that, if determined adversely, would prohibit its
entering
into this Agreement, (B) seeking to prevent the consummation of any
of
the transactions contemplated by this Agreement or (C) that, if
determined adversely, would prohibit or materially and adversely
affect
the performance by the Servicer of any of its obligations under, or
the
validity or enforceability of, this Agreement;
(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 Servicer of, or compliance by the Servicer
with,
this Agreement, or for the consummation of the transactions
contemplated by this Agreement, except for such consents,
approvals,
authorizations and orders, if any, that have been obtained prior to
the
Closing Date;
(vii) No Officer's Certificate, statement, report or other
document prepared by the Servicer and furnished or to be furnished
by
it pursuant to this Agreement or in connection with the
transactions
contemplated hereby contains any untrue statement of material
fact;
(viii) The Servicer believes that the Servicing Fee Rate
provides a reasonable level of base compensation to the Servicer
for
servicing the Mortgage Loans on the terms set forth herein;
(ix) The transactions contemplated by this Agreement are in
the ordinary course of business of the Servicer;
(x) The collection practices used by the Servicer with respect
to the Mortgage Loans have been, in all material respects,
legal,
proper, prudent and customary in the non-conforming mortgage
servicing
business; and
(xi) The Servicer is a member of MERS in good standing, and
will comply in all material respects with the rules and procedures
of
MERS in connection with the servicing of the MERS Mortgage Loans
for as
long as
such Mortgage Loans are registered with MERS.
(c) The Depositor represents and warrants that, as of the Closing
Date:
(i) The Depositor is a corporation duly organized, validly
existing and in good standing under the laws of the state of
Delaware
and has, and had at all relevant times, full power to own its
property,
to carry on its business as presently conducted and to enter into
and
perform its obligations under this Agreement;
(ii) The execution and delivery of this Agreement by the
Depositor and the performance by it of and compliance with the
terms of
this Agreement will not violate the Depositor's charter or by-laws
or
constitute a default (or an event which, with notice or lapse of
time
or both, would constitute a default) under, or result in the breach
or
acceleration of, any material contract, agreement or other
instrument
to which the Depositor is a party or which may be applicable to
the
Depositor or any of its assets;
(iii) The Depositor has the full power and authority to enter
into and consummate all transactions contemplated by this Agreement
to
be consummated by it, has duly authorized the execution, delivery
and
performance of this Agreement, and has duly executed and delivered
this
Agreement. This Agreement, assuming due authorization, execution
and
delivery by the other parties hereto, constitutes a valid, legal
and
binding obligation of the Depositor, enforceable against it in
accordance with the terms hereof, except as such enforcement may
be
limited by insolvency, reorganization, receivership, moratorium
or
other similar laws relating to or affecting the rights of
creditors
generally, and by general equity principles (regardless of whether
such
enforcement is considered in a proceeding in equity or at law);
(iv) The Depositor is not in violation of, and the execution
and delivery of this Agreement by the Depositor and the performance
by
it and compliance with the terms of this Agreement will not
constitute
a violation with respect to, any order or decree of any court or
any
order or regulation of any federal, state, municipal or
governmental
agency having jurisdiction, which violation would materially
and
adversely affect the condition (financial or otherwise) or
operations
of the Depositor or any of its properties or materially and
adversely
affect the performance of any of its duties hereunder;
(v) There are no actions or proceedings against, or
investigations of, the Depositor pending or, to the knowledge of
the
Depositor, threatened, before any court, administrative agency or
other
tribunal (A) that, if determined adversely, would prohibit its
entering
into this Agreement, (B) seeking to prevent the consummation of any
of
the transactions contemplated by this Agreement or (C) that, if
determined adversely, would prohibit or materially and adversely
affect
the performance by the Depositor of any of its obligations under,
or
the validity or enforceability of, this Agreement;
(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 Depositor of, or compliance by the
Depositor
with, this Agreement, or for the consummation of the
transactions
contemplated by this Agreement, except for such consents,
approvals,
authorizations and orders, if any, that have been obtained prior to
the
Closing Date;
(vii) With respect to each Mortgage Loan and following the
transfer of the Mortgage Loans to it by the Seller, the Depositor
had
good title to the Mortgage Loans and the Mortgage Notes were
subject to
no offsets, defenses or counterclaims; and
(viii) The Depositor did not sell the Mortgage Loans to the
Trust with any intent to hinder, delay or defraud any of its
creditors;
and the Depositor will not be rendered insolvent as a result of
the
sale of the Mortgage Loans to the Trust.
(d) The Master Servicer represents and warrants that, as of the
Closing
Date:
(i) The Master Servicer is a national banking association duly
organized, validly existing and in good standing under the laws of
the
United States and has, and had at all relevant times, full power
to
master service the Mortgage Loans, to own its property, to carry on
its
business as presently conducted and to enter into and perform
its
obligations under this Agreement;
(ii) The execution and delivery of this Agreement by the
Master Servicer and the performance by it of and compliance with
the
terms of this Agreement will not violate the Master Servicer's
charter
or by-laws or constitute a default (or an event which, with notice
or
lapse of time or both, would constitute a default) under, or result
in
the breach or acceleration of, any material contract, agreement
or
other instrument to which the Master Servicer is a party or which
may
be applicable to the Master Servicer or any of its assets;
(iii) The Master Servicer has the full power and authority to
enter into and consummate all transactions contemplated by this
Agreement to be consummated by it, has duly authorized the
execution,
delivery and performance of this Agreement, and has duly executed
and
delivered this Agreement. This Agreement, assuming due
authorization,
execution and delivery by the other parties hereto, constitutes
a
valid, legal and binding obligation of the Master Servicer,
enforceable
against it in accordance with the terms hereof, except as such
enforcement may be limited by insolvency, reorganization,
receivership,
moratorium or other similar laws relating to or affecting the
rights of
creditors generally or the rights of creditors of insured
institutions,
and by general equity principles (regardless of whether such
enforcement is considered in a proceeding in equity or at law);
(iv) The Master Servicer is not in violation of, and the
execution and delivery of this Agreement by the Master Servicer and
the
performance by it and compliance with the terms of this Agreement
will
not constitute a violation with respect to, any order or decree of
any
court or any order or regulation of any federal, state, municipal
or
governmental agency having jurisdiction, which violation would
materially and adversely affect the condition (financial or
otherwise)
or operations of the Master Servicer or any of its properties
or
materially and adversely affect the performance of any of its
duties
hereunder;
(v) There are no actions or proceedings against, or
investigations of, the Master Servicer pending or, to the knowledge
of
the Master Servicer, threatened, before any court,
administrative
agency or other tribunal (A) that, if determined adversely,
would
prohibit its entering into this Agreement, (B) seeking to prevent
the
consummation of any of the transactions contemplated by this
Agreement
or (C) that, if determined adversely, would prohibit or materially
and
adversely affect the performance by the Master Servicer of any of
its
obligations under, or the validity or enforceability of, this
Agreement;
(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 Master Servicer of, or compliance by the
Master
Servicer with, this Agreement, or for the consummation of the
transactions contemplated by this Agreement, except for such
consents,
approvals, authorizations and orders, if any, that have been
obtained
prior to the Closing Date;
(vii) No Officer's Certificate, statement, report or other
document prepared by the Master Servicer and furnished or to be
furnished by it pursuant to this Agreement or in connection with
the
transactions contemplated hereby contains any untrue statement
of
material fact; and
(viii) The transactions contemplated by this Agreement are in
the ordinary course of business of the Master Servicer.
(e) The representations and warranties set forth in this Section
2.03
shall survive the sale and assignment of the Mortgage Loans to the
Trust. Upon
discovery of a breach of any representations and warranties which
materially and
adversely affects the interests of the Certificateholders, the
Person
discovering such breach shall give prompt written notice to the
other parties.
Within sixty (60) days of its discovery or its receipt of notice of
such breach,
or, with the prior written consent of a Responsible Officer of the
Trustee or
the Securities Administrator, such longer period specified in such
consent, the
Seller, the Depositor, the Master Servicer or the Servicer, as the
case may be,
shall cure such breach in all material respects.
Section 2.04. REPRESENTATIONS AND WARRANTIES OF THE SELLER
REGARDING
THE MORTGAGE LOANS.
(a) The Seller represents and warrants to the Servicer, Depositor,
the
Master Servicer, the Securities Administrator and the Trustee on
behalf of the
Certificateholders as follows as of the Closing Date:
1. The
information set forth on the Mortgage Loan
Schedule and the Prepayment Charge Schedule is
complete, true and correct as of the dates as of
which the information therein is given;
2. The
Mortgage Notes and the Mortgages have not been
assigned or pledged by the Seller to any Person other
than warehouse lenders, and immediately prior to the
transactions herein contemplated, the Seller had good
and
marketable title thereto, and was the sole owner
and holder of the Mortgage Loans free and clear of
any and all liens, claims, encumbrances,
participation interests, equities, pledges, charges
or security interests of any nature (collectively, a
"Lien"), other than any such Lien released
simultaneously with the sale contemplated herein, and
had full right and authority, subject to no interest
or participation of, or agreement with, any other
party, to sell and assign the same pursuant to this
Agreement, and immediately upon the transfer and
assignment of each Mortgage Loan as contemplated by
this Agreement, the Trust will be the sole beneficial
owner of, each Mortgage Loan free and clear of any
lien, claim, participation interest, mortgage,
security interest, pledge, charge or other
encumbrance or other interest of any nature;
3. With
respect to any Mortgage Loan that is not a
Cooperative Loan, each Mortgage is a valid and
existing lien on the property therein described, and
each Mortgaged
Property is free and clear of all
encumbrances and liens having priority over the lien
of the Mortgage, except (i) liens for real estate
taxes and special assessments not yet due and
payable, (ii) covenants, conditions and restrictions,
rights of way, easements and other matters of public
record as of the date of recording such Mortgage,
such exceptions appearing of record being acceptable
to mortgage lending institutions generally or
specifically reflected in the appraisal made in
connection with the origination of the related
Mortgage Loan, (iii) other matters to which like
properties are commonly subject which do not
materially interfere with the benefits of the
security intended to be provided by such Mortgage,
(iv) in the case of a Mortgaged Property that is a
condominium or an individual unit in a planned unit
development, liens for common charges permitted by
statute and (v) in the case of a Mortgage Loan
secured by a second lien on the related Mortgaged
Property, the related First Lien. Any security
agreement, chattel mortgage or equivalent document
related to the Mortgage and delivered to the Trustee
or the Custodian on behalf of the Trustee establishes
in the Seller a valid and subsisting lien on the
property described therein, and the Seller has full
right to sell and assign the same to the Trust;
4. The
terms of each Mortgage Note and Mortgage have not
been impaired, altered or modified in any respect,
except by a written instrument which has been
recorded,
if necessary to protect the interests of
the Trust, and which has been delivered to the
Trustee or the Custodian on behalf of the Trustee.
The substance of any such alteration or modification
is reflected on the Mortgage Loan Schedule;
5. No
instrument of release or waiver has been executed
in connection with any Mortgage Loan, and no
Mortgagor has been released, in whole or in part,
except in connection with an assumption agreement
which has been approved by the primary mortgage
guaranty insurer, if any, and which has been
delivered to the Trustee or the Custodian on behalf
of the Trustee;
6.
Except with respect to delinquencies described in
clause (12) hereof, no Mortgagor is in default in
complying with the terms of its Mortgage Note or
Mortgage, and the Seller has not waived any default,
breach, violation or event of acceleration except
that the Seller may have accepted late payments, and
all taxes, governmental assessments, insurance
premiums or water, sewer and municipal charges which
previously became due and owing have been paid, or an
escrow of funds has been established in an amount
sufficient to pay for every such item which remains
unpaid and which has been assessed but is not yet due
and payable. The Seller has not advanced funds or
induced, solicited or knowingly received any advance
of funds by a party other than the Mortgagor,
directly or indirectly, for the payment of any amount
required by the Mortgage, except for interest
accruing from the date of the Mortgage Note or date
of disbursement of the Mortgage proceeds, whichever
is more recent, to the day which precedes by one (1)
month the Due Date of the first installment of
principal and interest;
7.
There is no proceeding pending or threatened for the
total or partial condemnation of any Mortgaged
Property, nor is such a proceeding currently
occurring, and such property is undamaged by waste,
fire, earthquake or earth movement, windstorm, flood,
tornado or otherwise, so as to affect adversely the
value of the Mortgaged Property as security for the
Mortgage Loan or the use for which the premises were
intended;
8.
There are no mechanics' or similar liens or claims
which have been filed for work, labor or material
(and no rights are outstanding that under law could
give rise to such lien) affecting any Mortgaged
Property which are, or may be, liens prior or equal
to, or coordinate with, the lien of the Mortgage
except those that are stated in the title insurance
policy and for which related losses are affirmatively
insured against by such policy;
9. All
of the improvements that were included for the
purpose of determining the Appraised Value of each
Mortgaged Property lie wholly within the boundaries
and building restriction lines of such property, and
no improvements on adjoining properties encroach upon
the Mortgaged Property except those that are stated
in the title insurance policy and for which related
losses are affirmatively insured against by such
policy;
10. No
improvement located on or being part of any
Mortgaged Property is in violation of any applicable
zoning law or regulation. All inspections, licenses
and certificates required to be made or issued with
respect to all occupied portions of the Mortgaged
Property and, with respect to the use and occupancy
of the same, including, but not limited to,
certificates of occupancy and fire underwriting
certificates, have been made or obtained from the
appropriate authorities and the Mortgaged Property is
lawfully occupied under applicable law;
11. All
parties that have had any interest in any
Mortgage Loan, whether as mortgagee, assignee,
pledgee or otherwise, are (or, during the period in
which they held and disposed of such interest, were)
(1) in compliance with any and all licensing
requirements of the United States and of the laws of
the state wherein the Mortgaged Property is located
that are applicable to such parties and (2)(A)
organized under the laws of such state or (B)
qualified to do business in such state or exempt from
such qualification in a manner so as not to affect
adversely the enforceability of such Mortgage Loan or
(C) federal savings and loan associations or national
banks having principal offices in such state or (D)
not doing business in such state;
12. With
respect to the Mortgage Loans, as of the Cut-Off
Date, (i) all payments required to be made on each
Mortgage Loan under the terms of the related Mortgage
Note have been made and none of the Mortgage Loans
(by Cut-Off Date Pool Balance) are 31 or more days
delinquent, and (ii) no payment required to be made
on any Mortgage Loan has been more than 30 to 59 days
delinquent more than once during the twelve (12)
month period immediately preceding the Cut-Off Date;
13. Each of
the documents and instruments included in a
Mortgage File is duly executed and in due and proper
form and each such document or instrument is in a
form generally acceptable to prudent institutional
mortgage lenders that regularly originate or purchase
mortgage loans;
14. The
Mortgage Notes and the related Mortgages are
genuine, and each is the legal, valid and binding
obligation of the maker thereof, enforceable in
accordance with its terms, except as such enforcement
may be limited by bankruptcy, insolvency,
reorganization, receivership, moratorium or other
similar laws relating to or affecting the rights of
creditors generally, and by general equity principles
(regardless of whether such enforcement is considered
in a proceeding in equity or at law). All parties to
the Mortgage Note and the Mortgage had legal capacity
to execute the Mortgage Note and the Mortgage, and
each Mortgage Note and Mortgage have been duly and
properly executed by such parties. The Mortgagor is a
natural person who is a party to the Mortgage Note
and the Mortgage in an individual capacity, and not
in the capacity of a trustee or otherwise;
15. 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
or disclosure laws, applicable to the origination and
servicing of the Mortgage Loans or otherwise
applicable to the Mortgage Loans have been complied
with, and the Seller has and shall maintain in its
possession, available for the Trustee's inspection,
and shall deliver to the Trustee upon demand,
evidence of compliance with all such requirements;
16. Except for
Escrow Repair Loans, the proceeds of the
Mortgage Loans have been fully disbursed, there is no
requirement for future advances thereunder and any
and all requirements as to completion of any on-site
or off-site improvements and as to disbursements of
any escrow funds therefor have been complied with.
All costs, fees and expenses incurred in making,
closing or recording the Mortgage Loan have been
paid;
17. Each
Mortgage Loan is covered by an ALTA mortgage
title insurance policy or such other form of policy
acceptable to Fannie Mae or Freddie Mac, issued by
and constituting the valid and binding obligation of
a title insurer generally acceptable to prudent
mortgage lenders that regularly originate or purchase
mortgage loans comparable to the Mortgage Loans for
sale to prudent investors in the secondary market
that invest in mortgage loans such as the Mortgage
Loans and qualified to do business in the
jurisdiction where the Mortgaged Property is located,
insuring the Seller, its successors and assigns, as
to the first priority lien of the Mortgage in the
case of a Mortgage Loan secured by a First Lien on
the related Mortgaged Property and the second
priority lien of the Mortgage in the case of a
Mortgage Loan secured by a second lien on the related
Mortgaged Property, in the original principal amount
of the Mortgage Loan.
The Seller is the sole named
insured of such mortgage title insurance policy, the
assignment to the Trustee of the Seller's interest in
such mortgage title insurance policy does not require
the consent of or notification to the insurer or the
same has been obtained, and such mortgage title
insurance policy is in full force and effect and will
be in full force and effect and inure to the benefit
of the Trustee upon the consummation of the
transactions contemplated by this Agreement. No
claims have been made under such mortgage title
insurance policy and no prior holder of the related
Mortgage, including the Seller, has done, by act or
omission, anything that would impair the coverage of
such mortgage title insurance policy;
18. All
improvements upon the Mortgaged Properties are
insured by a generally acceptable insurer against
loss by fire, hazards of extended coverage and such
other hazards as are customary in the area where the
Mortgaged Property is located pursuant to insurance
policies conforming to the requirements of this
Agreement. If a Mortgaged Property was, at the time
of origination of the related Mortgage Loan, in an
area identified on a Flood Hazard Boundary Map or
Flood Hazard Rate Map issued by the Federal Emergency
Management Agency as having special flood hazards
(and if the flood insurance policy referenced herein
has been made available), a flood insurance policy is
in effect with respect to such Mortgaged Property
with a generally acceptable carrier in an amount
representing coverage described in this Agreement.
All individual insurance policies (collectively, the
"hazard insurance policy") are the valid and binding
obligation of the insurer and contain a standard
mortgagee clause naming the Seller, its successors
and assigns, as mortgagee. All premiums thereon have
been paid. The Mortgage obligates the Mortgagor
thereunder to maintain all such insurance at the
Mortgagor's cost and expense, and upon the
Mortgagor's failure to do so, authorizes the holder
of the Mortgage to obtain and maintain such insurance
at the Mortgagor's cost and expense and to seek
reimbursement therefor from the Mortgagor;
19. No
Mortgage Loan is subject to any right of
rescission, set-off, counterclaim or defense,
including the defense of usury, nor will the
operation of any of the terms of any Mortgage Note or
the related Mortgage, or the exercise of any right
thereunder in accordance with the terms thereof,
render either the Mortgage Note or the Mortgage
unenforceable, in whole or in part, or subject to any
right of rescission, set-off, counterclaim or
defense, including the defense of usury, and no such
right of rescission, set-off, counterclaim or defense
has been asserted with respect thereto;
20. Each
Mortgage Loan was originated or purchased and
reunderwritten by the Seller;
21. Each
Mortgage Loan is payable in Monthly Payments
which would be sufficient, in the absence of late
payments, to fully amortize such loan within the term
thereof, beginning no later than sixty (60) days
after disbursement of the proceeds of the Mortgage
Loan. With the exception of no more than 1% of the
Mortgage Loans which have interest rates that may be
reduced if the related Mortgagor makes timely
payments on such Mortgage Loan, each Mortgage Loan
bears a fixed interest rate for the term of the
Mortgage Loan or an adjustable-interest rate based on
the related Loan Index;
22. Each
Mortgage contains a customary provision for the
acceleration of the payment of the unpaid principal
balance of the Mortgage Loan in the event the related
Mortgaged Property is sold without the prior consent
of the holder thereunder;
23. No
Mortgage Loan is a construction loan;
24. The
Mortgage Notes are not and have not been secured
by any collateral, pledged account or other security
except the lien of the
corresponding Mortgage and the
security interest of any applicable security
agreement or chattel mortgage referred to in clause
(3) above;
25. Each
Mortgage contains customary and enforceable
provisions which render the rights and remedies of
the holder thereof adequate for the realization
against the Mortgaged Property of the benefits of the
security, including (i) in the case of a Mortgage
designated as a deed of trust, by trustee's sale and
(ii) otherwise by judicial or nonjudicial
foreclosure. There is no homestead or other exemption
available to the Mortgagor that would interfere with
the right to sell the Mortgaged Property at a
trustee's sale or the right to foreclose the
Mortgage;
26. With
respect to each Mortgage constituting a deed of
trust, a trustee, duly qualified under applicable law
to serve as such, has been properly designated and
currently so serves and is named in such Mortgage,
and no fees or expenses are or will become payable by
the Trustee or the Certificateholders to the trustee
under the deed of trust, except in connection with a
trustee's sale after default by the Mortgagor, which
fees and expenses shall constitute Servicing
Advances; 27. Each Mortgaged Property is located in
the state identified in the Mortgage Loan Schedule.
No residence or dwelling is a manufactured dwelling
that is not treated as real property under local law.
No Mortgaged Properties are held under a ground
lease;
28. The
Mortgage Loans were underwritten in accordance
with the Seller's underwriting guidelines described
in the Prospectus under the heading "The Seller--Loan
Underwriting";
29. There
exist no deficiencies with respect to escrow
deposits and payments, if such are required, for
which customary arrangements for repayment thereof
have not been made, and no escrow deposits or
payments of other charges or payments due the Seller
have been capitalized under any Mortgage or the
related Mortgage Note;
30. No
Mortgage Loan was originated under a buy-down
plan;
31. Other than
as provided by this Agreement, there is no
obligation on the part of the Seller or any other
party to make payments in addition to those made by
the Mortgagors;
32. With
respect to each Mortgage Loan, the Seller is in
possession of a complete Mortgage File, except those
documents delivered to the Trustee or Custodian on
behalf of the Trustee, and there are no custodial
agreements in effect adversely affecting the right or
ability of the Seller to make the document deliveries
required hereby;
33. No
Mortgage Loan was selected for inclusion under
this Agreement on any basis which was intended to
have a material adverse effect on the
Certificateholders;
34. No
Mortgage Loan has a shared appreciation or other
contingent interest feature;
35. With
respect to each Mortgage Loan secured by a
second lien on the related Mortgaged Property:
(a) the related First Lien does not provide
for negative amortization; and
(b) either no consent for the Mortgage Loan
secured by a second lien on the related Mortgaged
Property is required by the holder of the related
First Lien or such consent has been obtained and is
contained in the Mortgage File;
36. Each
Mortgage Loan conforms, and all the Mortgage
Loans in the aggregate conform, in all material
respects to the description thereof set forth in the
Prospectus Supplement;
37. A full
appraisal on forms approved by Fannie Mae or
Freddie Mac or on a report of an insured automated
valuation model of the related Mortgaged Property was
performed in connection with the origination of each
Mortgage Loan. Each appraisal or insured automation
valuation model report meets guidelines that would be
generally acceptable to prudent mortgage lenders that
regularly originate or purchase mortgage loans
comparable to the Mortgage Loans for sale to prudent
investors in the secondary market that invest in
mortgage loans such as the Mortgage Loans;
38. To the
best of the Seller's knowledge, no Mortgaged
Property was, as of the related Cut-Off Date, located
within a one-mile radius of any site listed in the
National Priorities List as defined under the
Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended, or on any
similar state list of hazardous waste sites which are
known to contain any hazardous substance or hazardous
waste;
39. None of
the Mortgage Loans are subject to a
bankruptcy proceeding;
40. No more
than [o]%,[o]%, and [o]% of the Cut-Off Date
Pool Balance relates to Mortgage Loans originated or
purchased under the Seller's limited documentation
program, non-income verification program for
self-employed borrowers or stated income program,
respectively;
41. Each
Mortgage Loan constitutes a "qualified mortgage"
within the meaning of Section 860G(a)(3) of the Code;
42. Each
Cooperative Loan is secured by a valid,
subsisting and enforceable perfected first lien and
security interest in the related Mortgaged Property,
subject only to (i) the rights of the Cooperative
Corporation to collect Maintenance and assessments
from the Mortgagor, (ii) the lien of the Blanket
Mortgage, if any, on the Cooperative Property and of
real property taxes, water and sewer charges, rents
and assessments on the Cooperative Property not yet
due and payable, and (iii) other matters to which
like Cooperative Units are commonly subject which do
not materially interfere with the benefits of the
security intended to be provided by the Security
Agreement or the use, enjoyment, value or
marketability of the Cooperative Unit. Each original
UCC financing statement, continuation statement or
other governmental filing or recordation necessary to
create or preserve the perfection and priority of the
first priority lien and security interest in the
Cooperative Shares and Proprietary Lease has been
timely and properly made. Any security agreement,
chattel mortgage or equivalent document related to
the Cooperative Loan and delivered to the Seller or
its designee establishes in the Seller a valid and
subsisting perfected first lien on and security
interest in the property described therein, and the
Seller has full right to sell and assign the same;
43. Each
Cooperative Corporation qualifies as a
"cooperative housing corporation" as defined in
Section 216 of the Code;
44. Each
adjustable-rate Mortgage Loan is secured by a
first lien, and each fixed-rate Mortgage Loan is
secured by a first or second lien;
45. Each
Mortgage Loan that currently bears a fixed rate
of interest, will bear such fixed rate of interest
for the life of the Mortgage Loan;
46. Each
Mortgage Loan will comply with the undertakings
in, and no Mortgage Loan will be subject to the
requirement for retrospective relief pursuant to,
either (a) the Stipulated Order on Consent, dated as
of September 17, 1999, among Delta Funding
Corporation, Delta Financial Corporation and the
Office of the Attorney General of the State of New
York or (b) the Remediation Agreement, dated as of
September 17, 1999, between Delta Funding Corporation
and the Banking Department of the State of New York;
47. No
Mortgage Loan was subject to (i) the Home
Ownership and Equity Protection Act of 1994, (ii) the
regulations promulgated by the New York State Banking
Department (3 NYCRR Part 41), or (iii) except as set
forth in clause (48) below, any other comparable
regulations or legislation enacted by any other State
or regulatory body;
48. Any
Mortgage Loan that is subject to the regulations
promulgated by the Illinois Office of Banks and Real
Estate and the Department of Financial Institutions
(Title 38 Chapter II Section 1050.155) or the
regulations promulgated by the Vermont Commissioner
of Banking (Vermont Stat. Ann. Title 9, Subsection
104, Reg. B-98-2) is in full compliance therewith as
of the Closing Date;
49. With
respect to each Mortgage Loan that has a
Prepayment Charge feature, each such Prepayment
Charge is enforceable and each Prepayment Charge is
permitted pursuant to applicable federal, state and
local law, subject to federal preemption where
applicable;
50. Each
Mortgage Loan at the time it was made complied
in all material respects with applicable local, state
and federal laws, including, but not limited to, all
applicable high cost (e.g., predatory and abusive)
lending laws;
51. Each
Mortgage Loan in Loan Group II bears interest at
a fixed rate for the life of the Mortgage Loan; and
52. No
Mortgage Loan is a High Cost Home Loan and no
Mortgage Loan originated on or after October 1, 2002
through March 6, 2003 is governed by the Georgia Fair
Lending Act.
(b) It is understood and agreed that the
representations and warranties set forth in this
Section 2.04 shall survive delivery of the respective
Mortgage Files to the Trustee or the Custodian on
behalf of the Trustee and the termination of the
rights and obligations of the Servicer pursuant to
Section 7.04 or 8.01. Upon discovery by the Seller,
the Depositor, the Servicer, the Master Servicer or a
Responsible Officer of the Trustee or the Securities
Administrator of a breach of any of the foregoing
representations and warranties, which materially and
adversely affects the value of, or the interests of
the Trust or the Certificateholders in, the related
Mortgage Loan, the party discovering such breach
shall give prompt written notice to the other
parties. Within
sixty (60) days of its discovery or
its receipt of notice of breach, the Seller shall use
all reasonable efforts to cure such breach in all
material respects or shall purchase such Mortgage
Loan from the Trust or substitute an Eligible
Substitute Mortgage Loan as provided in Section 2.05
for such Mortgage Loan. Any such purchase by the
Seller shall be at the Purchase Price, and in each
case shall be accomplished in the manner set forth in
Section 2.02. The Trustee shall enforce the Seller's
obligations under this subparagraph. It is understood
and agreed that the obligation of the Seller to cure,
substitute or purchase any Mortgage Loan as to which
such a breach
has occurred and is continuing shall
constitute the sole remedy against the Seller
respecting such breach available to the Servicer (in
its role as such), the Master Servicer (in its role
as such), the Certificateholders, the Securities
Administrator or the Trustee on behalf of
Certificateholders. In addition, on any Distribution
Date the Seller may, at its option, repurchase
Mortgage Loans from the Trust (which such Mortgage
Loans shall not be adversely selected), provided that
such option
shall terminate after the Seller has
repurchased Mortgage Loans in the aggregate amount of
1% of the Cut-off Date Pool Balance. Any such
repurchase by the Seller shall be at the Purchase
Price, and in each case shall be accomplished in the
manner set forth in Section 2.02. An Officer's
Certificate and Opinion of Counsel to the effect set
forth in Section 2.05(d) shall be delivered to the
Trustee and the Securities Administrator in
connection with any purchase or repurchase pursuant
to this
paragraph (b).
Section 2.05. SUBSTITUTION OF MORTGAGE
LOANS.
(a) On a Determination Date within two (2) years following the
Closing
Date and which is on or before the date on which the Seller would
otherwise be
required to repurchase a Mortgage Loan under Section 2.02 or 2.04,
the Seller
may deliver to the Trustee or the Custodian on behalf of the
Trustee one or more
Eligible Substitute Mortgage Loans in substitution for any one or
more of the
Defective Mortgage Loans which the Seller would otherwise be
required to
repurchase pursuant to Section 2.02 or 2.04.
(b) The Seller shall notify the Servicer, the Master Servicer,
the
Securities Administrator and the Trustee in writing not less than
five (5)
Business Days before the related Determination Date which is on or
before the
date on which the Seller would otherwise be required to repurchase
such Mortgage
Loan pursuant to Section 2.02 or 2.04 of its intention to effect a
substitution
under this Section 2.05. On such Determination Date (the
"Substitution Date"),
the Seller shall deliver to the Trustee or the Custodian on behalf
of the
Trustee (1) the Eligible Substitute Mortgage Loans to be
substituted for the
Defective Mortgage Loans, (2) a list of the Defective Mortgage
Loans to be
substituted for by such Eligible Substitute Mortgage Loans, (3) an
Officer's
Certificate (A) stating that the aggregate Principal Balance of all
Eligible
Substitute Mortgage Loans (determined with respect to each Eligible
Substitute
Mortgage Loan as of the Determination Date on which it was
substituted)
including the principal balance of Eligible Substitute Mortgage
Loans being
substituted on such Determination Date does not exceed an amount
equal to 5% of
the aggregate Original Class Principal Balance as of the Closing
Date, (B)
stating that all conditions precedent to such substitution
specified in
subsection (a) have been satisfied and attaching as an exhibit a
supplemental
Mortgage Loan schedule (the "Supplemental Mortgage Loan Schedule")
setting forth
the same type of information as appears on the Mortgage Loan
Schedule and
representing as to the accuracy thereof and (C) confirming that
the
representations and warranties contained in Section 2.04 are true
and correct in
all material respects with respect to the Substitute Mortgage Loans
on and as of
such Determination Date, PROVIDED that remedies for the inaccuracy
of such
representations are limited as set forth in Sections 2.02, 2.04 and
this Section
2.05, (4) an Opinion of Counsel to the effect set forth below and
(5) a
certificate stating that cash in the amount of the related
Substitution
Adjustment, if any, has been delivered to the Servicer for deposit
in the
Collection Account. Upon receipt of the foregoing, the Trustee or
the Custodian
on behalf of the Trustee shall release such Defective Mortgage
Loans to the
Seller.
(c) Concurrently with the satisfaction of the conditions set forth
in
Sections 2.05(a) and (b) above and the transfer of such Eligible
Substitute
Mortgage Loans to the Trustee pursuant to Section 2.05(a), Exhibit
C to this
Agreement shall be deemed to be amended to exclude all Mortgage
Loans being
replaced by such Eligible Substitute Mortgage Loans and to include
the
information set forth on the Supplemental Mortgage Loan Schedule
with respect to
such Eligible Substitute Mortgage Loans, and all references in this
Agreement to
Mortgage Loans shall include such Eligible Substitute Mortgage
Loans and be
deemed to be made on or after the related Substitution Date, as the
case may be,
as to such Eligible Substitute Mortgage Loans.
(d) In connection with any Mortgage Loan that the Seller is
required to
purchase or replace, or any Mortgage Loan that the Seller elects to
repurchase
pursuant to Section 2.04(b), the Seller shall deliver to the
Trustee and the
Securities Administrator an Opinion of Counsel to the effect that
such purchase,
replacement or repurchase will not cause (x) any federal tax to be
imposed on
the Trust, including, without limitation, any Federal tax imposed
on "prohibited
transactions" under Section 860F(a)(1) of the Code or on
"contributions after
the start-up day" under Section 860G(d)(1) of the Code or (y) any
portion of any
REMIC to fail to qualify as a REMIC at any time that any
Certificate is
outstanding. In the event that such opinion indicates that a
purchase,
replacement or repurchase will result in the imposition of a
prohibited
transaction tax, give rise to net taxable income or be deemed a
contribution to
a REMIC after its Startup Day, the Seller shall not be required to
purchase,
replace or repurchase any such Mortgage Loan unless and until the
Servicer has
determined and given the Seller, the Master Servicer, the
Securities
Administrator and the Trustee written notice that there is an
actual or imminent
default with respect thereto or that such defect or breach
adversely affects the
enforceability of such Mortgage Loan.
Section 2.06. EXECUTION AND AUTHENTICATION OF CERTIFICATES. The
Securities Administrator on behalf of the Trust shall cause to be
executed,
authenticated and delivered on the Closing Date to or upon the
order of the
Seller, in exchange for the Mortgage Loans, concurrently with the
sale,
assignment and conveyance to the Trustee of the Mortgage Loans,
each Class of
Certificates in authorized denominations or Percentage Interests,
together
evidencing the ownership of the entire Trust.
Section 2.07. DESIGNATION OF INTERESTS IN REMICS.
(a) The Trustee shall elect that each of REMIC I and REMIC II
(which,
together with the Net Rate Cap Fund, the Prepayment Charges and the
Group I
Interest Rate Cap Agreement constitute the Trust) be treated as a
REMIC under
Section 860D of the Code. Any inconsistencies or ambiguities in
this Agreement
or in the administration of this Agreement shall be resolved in a
manner that
preserves the validity of such REMIC elections. The assets of REMIC
II shall
include the Mortgage Loans (net of the Prepayment Charges), the
Accounts (other
than the Net Rate Cap Fund and the Group I Interest Rate Cap
Agreement), any REO
Property, and any proceeds of the foregoing. The REMIC II Regular
Interests (as
defined below) shall constitute the assets of REMIC I. The
Prepayment Charges,
the Net Rate Cap Fund and the Group I Interest Rate Cap Agreement
shall not be
assets of any REMIC.
(b) The following table sets forth (or describes) the class
designation, interest rate, and initial principal amount for each
class of REMIC
II Interests. Each such class, other than the Class R-2, is hereby
designated as
a class of regular interests in REMIC II (the "REMIC II Regular
Interests"), and
Class R-2 is hereby designated as the sole class of residual
interest in REMIC
II, for purposes of the REMIC Provisions. Only Class R-2 shall be
certificated
and the other classes shall be uncertificated and shall be held as
assets of
REMIC I.
REMIC II
<PAGE>
REMIC II
INITIAL CLASS
CORRESPONDING CLASS
CLASS DESIGNATION INTEREST RATE
PRINCIPAL AMOUNT
OF CERTIFICATES
----------------- -------------
----------------
------------------
Class II-AV-1
Class AV-1
Class II-AV-2
Class AV-2
Class II-AV-3
Class AV-3
Class II-MV-1
Class MV-1
Class II-MV-2
Class MV-2
Class II-MV-3
Class MV-3
Class II-MV-4
Class MV-4
Class II-AF-1
Class AF-1
Class II-AF-2
Class AF-2
Class II-AF-3
Class AF-3
Class II-AF-4
Class AF-4
Class II-AF-5
Class AF-5
Class II-AF-6
Class AF-6
Class II-MF-1
Class MF-1
Class II-MF-2
Class MF-2
Class II-MF-3
Class MF-3
Class II-MF-4
Class MF-4
Class II-MF-5
Class MF-5
Class II-MF-6
Class MF-6
Class II-MF-7
Class MF-7
Class II-MF-8
Class MF-8
Class II-MF-9
Class MF-9
Class II-Q
N/A
Class II-AV-Pool
N/A
Class II-AF-Pool
N/A
Class R-2
N/A
---------------------------
(1) The
interest rate with respect to any Distribution Date (and the
related Interest Period) for each of these REMIC II Regular
Interests
is a per annum rate equal to the weighted average Net Loan Rate of
the
Mortgage Loans in Loan Group I, provided that the Net Loan Rate of
any
Mortgage Loan will be treated as being zero for such Distribution
Date
if the interest payment on such Mortgage Loan, even if received
timely,
would not be distributed on such Distribution Date.
(2) The
interest rate with respect to any Distribution Date (and the
related Interest Period) for each of these REMIC II Regular
Interests
is a per annum rate equal to the weighted average Net Loan Rate of
the
Mortgage Loans in Loan Group II, provided that the Net Loan Rate of
any
Mortgage Loan will be treated as being zero for such Distribution
Date
if the interest payment on such Mortgage Loan, even if received
timely,
would not be distributed on such Distribution Date.
(3) The
interest rate with respect to any Distribution Date (and the
related Interest Period) for this REMIC II Regular Interest is a
per
annum rate equal to the weighted average Net Loan Rate of the
Mortgage
Loans, provided that the Net Loan Rate any Mortgage Loan will
be
treated as being zero for such Distribution Date if the
interest
payment on such Mortgage Loan, even if received timely, would not
be
distributed on such Distribution Date.
(4) This REMIC
II Regular Interest shall have an initial class principal
amount equal to one-fourth of the initial principal balance of
its
Corresponding Class of Certificates.
(5) This REMIC
II Regular Interest shall have an initial principal balance
equal to the excess of (i) the Cut-Off Date Pool Balance minus (ii)
the
aggregate initial principal balance of each other regular interest
in
REMIC II.
(6) This REMIC
II Regular Interest shall have an initial class principal
amount equal to the excess of (i) the Cut-Off Date Pool Balance
computed solely with respect to the Mortgage Loans in Loan Group
I
minus (ii) the aggregate initial principal balance of each
other
regular interest in REMIC II with a Corresponding Class of
Certificates
that is a Group I Certificate.
(7) This REMIC
II Regular Interest shall have an initial class principal
amount equal to the excess of (i) the Cut-Off Date Pool Balance
computed solely with respect to the Mortgage Loans in Loan Group
II
minus (ii) the aggregate initial principal balance of each
other
regular interest in REMIC II with a Corresponding Class of
Certificates
that is a Group II Certificate.
(8) The Class
R-2 Certificate is the sole class of residual interest in
REMIC II. It does not have an interest rate or a principal balance.
On
each Distribution Date, Available Funds remaining after all
distributions with respect to the other REMIC II Interests have
been
made in the manner described below shall be distributed with
respect to
the Class R-2 Certificate.
On each Distribution Date the Securities Administrator shall be
deemed
to distribute Available Funds in the following order of
priority:
First, the Securities Administrator shall be deemed to
distribute
interest with respect to each of the REMIC II Regular Interests
based on the
above-described interest rates, provided however, that interest
that accrues on
t
