EXHIBIT 4.1
NOMURA HOME EQUITY LOAN,
INC.,
Depositor
NOMURA CREDIT & CAPITAL,
INC.,
Seller
SELECT PORTFOLIO SERVICING,
INC.,
a Servicer
OPTION ONE MORTGAGE
CORPORATION,
a Servicer
COUNTRYWIDE HOME LOANS SERVICING
LP,
a Servicer
WELLS FARGO BANK, NATIONAL
ASSOCIATION,
Master Servicer and Securities
Administrator
and
HSBC BANK USA, NATIONAL
ASSOCIATION
Trustee
POOLING AND SERVICING
AGREEMENT
Dated as of October 1,
2005
NOMURA HOME EQUITY LOAN,
INC.
ASSET-BACKED CERTIFICATES, SERIES
2005-HE1
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
|
Section 1.01
|
Defined Terms.
|
|
Section 1.02
|
Allocation of Certain Interest
Shortfalls.
|
ARTICLE II
CONVEYANCE OF TRUST FUND
REPRESENTATIONS AND WARRANTIES
|
Section 2.01
|
Conveyance of Trust Fund.
|
|
Section 2.02
|
Acceptance of the Mortgage Loans.
|
|
Section 2.03
|
Representations, Warranties and Covenants of the
Servicers and the Seller.
|
|
Section 2.04
|
Representations and Warranties of the
Depositor.
|
|
Section 2.05
|
Delivery of Opinion of Counsel in Connection
with Substitutions and Repurchases.
|
|
Section 2.06
|
Issuance of the REMIC I Regular Interests and
the Class R Certificates.
|
|
Section 2.07
|
Conveyance of the REMIC I Regular Interests;
Issuance and Conveyance of the REMIC II Regular
Interests.
|
|
Section 2.08
|
Issuance of Class R Certificates.
|
|
Section 2.09
|
Establishment of Trust.
|
ARTICLE III
ADMINISTRATION AND SERVICING OF THE
MORTGAGE LOANS; ACCOUNTS
|
Section 3.01
|
Each Servicer to act as Servicer of the Related
Mortgage Loans.
|
|
Section 3.02
|
Due-on-Sale Clauses; Assumption
Agreements.
|
|
Section 3.03
|
Subservicers.
|
|
Section 3.04
|
Documents, Records and Funds in Possession of
the Servicers To Be Held for Trustee.
|
|
Section 3.05
|
Maintenance of Hazard Insurance.
|
|
Section 3.06
|
Presentment of Claims and Collection of
Proceeds.
|
|
Section 3.07
|
Maintenance of Insurance Policies.
|
|
Section 3.08
|
Reserved.
|
|
Section 3.09
|
Realization Upon Defaulted Mortgage Loans;
Determination of Excess Liquidation Proceeds and Realized Losses;
Repurchases of Certain Mortgage Loans.
|
|
Section 3.10
|
Servicing Compensation.
|
|
Section 3.11
|
REO Property.
|
|
Section 3.12
|
Liquidation Reports.
|
|
Section 3.13
|
Annual Certificate as to Compliance.
|
|
Section 3.14
|
Annual Independent Certified Public
Accountants’ Servicing Report.
|
|
Section 3.15
|
Books and Records.
|
|
Section 3.16
|
The Trustee.
|
|
Section 3.17
|
REMIC-Related Covenants.
|
|
Section 3.18
|
The PMI Policy; Claims Under the PMI
Policy.
|
|
Section 3.19
|
Release of Mortgage Files.
|
|
Section 3.20
|
Documents, Records and Funds in Possession of
the Servicers to be held for Trustee.
|
|
Section 3.21
|
Possession of Certain Insurance Policies and
Documents.
|
|
Section 3.22
|
[Reserved].
|
|
Section 3.23
|
UCC.
|
|
Section 3.24
|
Optional Purchase of Defaulted Mortgage
Loans.
|
|
Section 3.25
|
Obligations of the Servicers Under Credit Risk
Management Agreement.
|
|
Section 3.26
|
Collection of Mortgage Loan Payments; Custodial
Accounts.
|
|
Section 3.27
|
Permitted Withdrawals From the Custodial
Accounts.
|
|
Section 3.28
|
Reports to Master Servicer.
|
|
Section 3.29
|
Collection of Taxes; Assessments and Similar
Items; Escrow Accounts.
|
|
Section 3.30
|
Adjustments to Mortgage Rate and Scheduled
Payment.
|
|
Section 3.31
|
Distribution Account.
|
|
Section 3.32
|
Permitted Withdrawals and Transfers from the
Distribution Account.
|
|
Section 3.33
|
Duties of the Credit Risk Manager;
Termination.
|
|
Section 3.34
|
Limitation Upon Liability of the Credit Risk
Manager.
|
ARTICLE IV
ADMINISTRATION AND MASTER SERVICING
OF THE MORTGAGE LOANS
|
Section 4.01
|
The Master Servicer.
|
|
Section 4.02
|
Monitoring of the Servicers.
|
|
Section 4.03
|
Fidelity Bond.
|
|
Section 4.04
|
Power to Act; Procedures.
|
|
Section 4.05
|
Due-on-Sale Clauses; Assumption
Agreements.
|
|
Section 4.06
|
Documents, Records and Funds in Possession of
Master Servicer To Be Held for Trustee.
|
|
Section 4.07
|
Standard Hazard Insurance and Flood Insurance
Policies.
|
|
Section 4.08
|
Presentment of Claims and Collection of
Proceeds.
|
|
Section 4.09
|
Maintenance of the Primary Mortgage Insurance
Policies.
|
|
Section 4.10
|
Trustee to Retain Possession of Certain
Insurance Policies and Documents.
|
|
Section 4.11
|
Realization Upon Defaulted Loans.
|
|
Section 4.12
|
Compensation for the Master Servicer.
|
|
Section 4.13
|
REO Property.
|
|
Section 4.14
|
Annual Officer’s Certificate as to
Compliance.
|
|
Section 4.15
|
Annual Independent Accountant’s Servicing
Report.
|
|
Section 4.16
|
Reports Filed with Securities and Exchange
Commission.
|
|
Section 4.17
|
[Reserved].
|
|
Section 4.18
|
Obligation of the Master Servicer in Respect of
Prepayment Interest Shortfalls.
|
ARTICLE V
ADVANCES AND
DISTRIBUTIONS
|
Section 5.01
|
Advances; Advance Facility.
|
|
Section 5.02
|
Compensating Interest Payments.
|
|
Section 5.03
|
REMIC Distributions.
|
|
Section 5.04
|
Distributions.
|
|
Section 5.05
|
Allocation of Realized Losses.
|
|
Section 5.06
|
Monthly Statements to
Certificateholders.
|
|
Section 5.07
|
REMIC Designations, REMIC I and REMIC II
Allocations.
|
|
Section 5.08
|
Prepayment Charges.
|
|
Section 5.09
|
Class P Certificate Account.
|
|
Section 5.10
|
Basis Risk Shortfall Reserve Fund.
|
|
Section 5.11
|
Supplemental Interest Trust.
|
|
Section 5.12
|
Tax Treatment of Swap Payments and Swap
Termination Payments.
|
ARTICLE VI
THE CERTIFICATES
|
Section 6.01
|
The Certificates.
|
|
Section 6.02
|
Certificate Register; Registration of Transfer
and Exchange of Certificates.
|
|
Section 6.03
|
Mutilated, Destroyed, Lost or Stolen
Certificates.
|
|
Section 6.04
|
Persons Deemed Owners.
|
|
Section 6.05
|
Access to List of Certificateholders’
Names and Addresses.
|
|
Section 6.06
|
Book-Entry Certificates.
|
|
Section 6.07
|
Notices to Depository.
|
|
Section 6.08
|
Definitive Certificates.
|
|
Section 6.09
|
Maintenance of Office or Agency.
|
ARTICLE VII
THE DEPOSITOR, THE SERVICERS AND THE
MASTER SERVICER
|
Section 7.01
|
Liabilities of the Depositor, the Servicers and
the Master Servicer.
|
|
Section 7.02
|
Merger or Consolidation of the Depositor, the
Servicers or the Master Servicer.
|
|
Section 7.03
|
Indemnification of Depositor and the
Servicers.
|
|
Section 7.04
|
Limitations on Liability of the Depositor, the
Securities Administrator, the Master Servicer, the Servicers and
Others.
|
|
Section 7.05
|
Servicers Not to Resign.
|
|
Section 7.06
|
Appointment of Special Servicer; Termination of
a Servicer.
|
|
Section 7.07
|
Limitation on Resignation of the Master
Servicer.
|
|
Section 7.08
|
Assignment of Master Servicing.
|
|
Section 7.09
|
Rights of the Depositor in Respect of the
Servicers and the Master Servicer.
|
ARTICLE VIII
DEFAULT; TERMINATION OF A SERVICER
AND MASTER SERVICER
|
Section 8.01
|
Events of Default.
|
|
Section 8.02
|
Master Servicer to Act; Appointment of
Successor.
|
|
Section 8.03
|
Notification to Certificateholders.
|
|
Section 8.04
|
Waiver of Servicer Defaults and Master Servicer
Defaults.
|
ARTICLE IX
CONCERNING THE TRUSTEE AND
SECURITIES ADMINISTRATOR
|
Section 9.01
|
Duties of Trustee and Securities
Administrator.
|
|
Section 9.02
|
Certain Matters Affecting the Trustee and
Securities Administrator.
|
|
Section 9.03
|
Trustee and Securities Administrator not Liable
for Certificates or Mortgage Loans.
|
|
Section 9.04
|
Trustee and Securities Administrator May Own
Certificates.
|
|
Section 9.05
|
Fees and Expenses of Trustee and Securities
Administrator.
|
|
Section 9.06
|
Eligibility Requirements for Trustee and
Securities Administrator.
|
|
Section 9.07
|
Resignation and Removal of Trustee and
Securities Administrator.
|
|
Section 9.08
|
Successor Trustee or Securities
Administrator.
|
|
Section 9.09
|
Merger or Consolidation of Trustee or Securities
Administrator.
|
|
Section 9.10
|
Appointment of Co-Trustee or Separate
Trustee.
|
|
Section 9.11
|
Appointment of Office or Agency.
|
|
Section 9.12
|
Representations and Warranties.
|
|
Section 9.13
|
Tax Matters.
|
ARTICLE X
TERMINATION
|
Section 10.01
|
Termination upon Liquidation or Repurchase of
all Mortgage Loans.
|
|
Section 10.02
|
Final Distribution on the
Certificates.
|
|
Section 10.03
|
Additional Termination Requirements.
|
ARTICLE XI
MISCELLANEOUS PROVISIONS
|
Section 11.01
|
Amendment.
|
|
Section 11.02
|
Recordation of Agreement;
Counterparts.
|
|
Section 11.03
|
Governing Law.
|
|
Section 11.04
|
Intention of Parties.
|
|
Section 11.05
|
Notices.
|
|
Section 11.06
|
Severability of Provisions.
|
|
Section 11.07
|
Assignment.
|
|
Section 11.08
|
Limitation on Rights of
Certificateholders.
|
|
Section 11.09
|
Certificates Nonassessable and Fully
Paid.
|
|
Section 11.10
|
Third Party Beneficiaries.
|
Exhibits
|
Exhibit A-1
|
Form of Class [I][II]-A-[1][2][3]
Certificates
|
|
Exhibit A-2
|
Form of Class M-[1][2][3][4][5][6][7][8][9]
Certificates
|
|
Exhibit A-3
|
Form of Class B-[1][2] Certificates
|
|
Exhibit A-4
|
Form of Class X Certificates
|
|
Exhibit A-5
|
Form of Class P Certificates
|
|
Exhibit A-6
|
Form of Class R Certificates
|
|
Exhibit B
|
Mortgage Loan Schedule
|
|
Exhibit C
|
Reserved
|
|
Exhibit D
|
Form of Transfer Affidavit
|
|
Exhibit E
|
Form of Transferor Certificate
|
|
Exhibit F
|
Form of Investment Letter (Non-Rule
144A)
|
|
Exhibit G
|
Form of Rule 144A Investment Letter
|
|
Exhibit H
|
Reserved
|
|
Exhibit I
|
DTC Letter of Representations
|
|
Exhibit J
|
Schedule of Mortgage Loans with Lost
Notes
|
|
Exhibit K
|
Prepayment Charge Schedule
|
|
Exhibit L
|
Form of Servicer’s
Certification
|
|
Exhibit M
|
Form of Power of Attorney
|
|
Exhibit N
|
Appendix E of the Standard & Poor’s
Glossary For File Format For LEVELS® Version 5.6
Revised
|
|
Exhibit X-1
|
Form of Schedule of Default Loan Data
|
|
Exhibit X-2
|
Form of Schedule of Realized
Losses/Gains
|
POOLING AND SERVICING AGREEMENT,
dated as of October 1, 2005, among NOMURA HOME EQUITY LOAN, INC., a
Delaware corporation, as depositor (the “Depositor”),
NOMURA CREDIT & CAPITAL, INC., a Delaware corporation, as
seller (in such capacity, the “Seller”), WELLS FARGO
BANK, NATIONAL ASSOCIATION, a national banking association, as
master servicer (the “Master Servicer”) and securities
administrator (the “Securities Administrator”), SELECT
PORTFOLIO SERVICING, INC., a Utah corporation, as a servicer
(“SPS”), Option One Mortgage Corporation, a California
Corporation, as a servicer (“Option One”), COUNTRYWIDE
HOME LOANS SERVICING LP, a Texas limited partnership, as a servicer
( “Countrywide Servicing”) and HSBC BANK, USA, NATIONAL
ASSOCIATION, a national banking association, not in its individual
capacity, but solely as trustee (the
“Trustee”).
PRELIMINARY STATEMENT
The Depositor is the owner of the
Trust Fund that is hereby conveyed to the Trustee in return for the
Certificates.
REMIC I
As provided herein, the Trustee will
make an election to treat the segregated pool of assets consisting
of the Trust Fund (exclusive of the Basis Risk Shortfall Reserve
Fund and, for the avoidance of doubt, the Supplemental Interest
Trust and the Swap Agreement) as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as
“REMIC I”. The Class R-I Interest will represent the
sole class of “residual interests” in REMIC I for
purposes of the REMIC Provisions.
The following table irrevocably sets
forth the designation, the Uncertificated REMIC I Pass-Through
Rate, the initial Uncertificated Principal Balance, and for
purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity
date” for each of the REMIC I Regular Interests. None of the
REMIC I Regular Interests will be certificated.
|
Designation
|
Uncertificated REMIC I
Pass-Through Rate
|
Initial Certificate
Principal Balance
|
Assumed Final
Maturity Date
(1)
|
|
I
|
(2)
|
$
|
6,865,425.45
|
September 25, 2035
|
|
I-1-A
|
(2)
|
$
|
5,043,481.91
|
September 25, 2035
|
|
I-1-B
|
(2)
|
$
|
5,043,481.91
|
September 25, 2035
|
|
I-2-A
|
(2)
|
$
|
6,541,177.11
|
September 25, 2035
|
|
I-2-B
|
(2)
|
$
|
6,541,177.11
|
September 25, 2035
|
|
I-3-A
|
(2)
|
$
|
7,061,944.60
|
September 25, 2035
|
|
I-3-B
|
(2)
|
$
|
7,061,944.60
|
September 25, 2035
|
|
I-4-A
|
(2)
|
$
|
7,548,350.90
|
September 25, 2035
|
|
I-4-B
|
(2)
|
$
|
7,548,350.90
|
September 25, 2035
|
|
I-5-A
|
(2)
|
$
|
7,996,692.41
|
September 25, 2035
|
|
I-5-B
|
(2)
|
$
|
7,996,692.41
|
September 25, 2035
|
|
I-6-A
|
(2)
|
$
|
8,399,561.93
|
September 25, 2035
|
|
I-6-B
|
(2)
|
$
|
8,399,561.93
|
September 25, 2035
|
|
I-7-A
|
(2)
|
$
|
8,756,342.18
|
September 25, 2035
|
|
I-7-B
|
(2)
|
$
|
8,756,342.18
|
September 25, 2035
|
|
I-8-A
|
(2)
|
$
|
8,711,898.97
|
September 25, 2035
|
|
I-8-B
|
(2)
|
$
|
8,711,898.97
|
September 25, 2035
|
|
I-9-A
|
(2)
|
$
|
8,299,564.69
|
September 25, 2035
|
|
I-9-B
|
(2)
|
$
|
8,299,564.69
|
September 25, 2035
|
|
I-10-A
|
(2)
|
$
|
7,905,748.43
|
September 25, 2035
|
|
I-10-B
|
(2)
|
$
|
7,905,748.43
|
September 25, 2035
|
|
I-11-A
|
(2)
|
$
|
7,530,244.41
|
September 25, 2035
|
|
I-11-B
|
(2)
|
$
|
7,530,244.41
|
September 25, 2035
|
|
I-12-A
|
(2)
|
$
|
7,172,846.89
|
September 25, 2035
|
|
I-12-B
|
(2)
|
$
|
7,172,846.89
|
September 25, 2035
|
|
I-13-A
|
(2)
|
$
|
6,832,321.32
|
September 25, 2035
|
|
I-13-B
|
(2)
|
$
|
6,832,321.32
|
September 25, 2035
|
|
I-14-A
|
(2)
|
$
|
6,508,256.21
|
September 25, 2035
|
|
I-14-B
|
(2)
|
$
|
6,508,256.21
|
September 25, 2035
|
|
I-15-A
|
(2)
|
$
|
6,199,417.02
|
September 25, 2035
|
|
I-15-B
|
(2)
|
$
|
6,199,417.02
|
September 25, 2035
|
|
I-16-A
|
(2)
|
$
|
5,905,392.23
|
September 25, 2035
|
|
I-16-B
|
(2)
|
$
|
5,905,392.23
|
September 25, 2035
|
|
I-17-A
|
(2)
|
$
|
5,662,600.59
|
September 25, 2035
|
|
I-17-B
|
(2)
|
$
|
5,662,600.59
|
September 25, 2035
|
|
I-18-A
|
(2)
|
$
|
5,388,945.61
|
September 25, 2035
|
|
I-18-B
|
(2)
|
$
|
5,388,945.61
|
September 25, 2035
|
|
I-19-A
|
(2)
|
$
|
8,075,908.33
|
September 25, 2035
|
|
I-19-B
|
(2)
|
$
|
8,075,908.33
|
September 25, 2035
|
|
I-20-A
|
(2)
|
$
|
11,547,005.74
|
September 25, 2035
|
|
I-20-B
|
(2)
|
$
|
11,547,005.74
|
September 25, 2035
|
|
I-21-A
|
(2)
|
$
|
10,062,684.66
|
September 25, 2035
|
|
I-21-B
|
(2)
|
$
|
10,062,684.66
|
September 25, 2035
|
|
I-22-A
|
(2)
|
$
|
8,761,897.59
|
September 25, 2035
|
|
I-22-B
|
(2)
|
$
|
8,761,897.59
|
September 25, 2035
|
|
I-23-A
|
(2)
|
$
|
7,648,759.65
|
September 25, 2035
|
|
I-23-B
|
(2)
|
$
|
7,648,759.65
|
September 25, 2035
|
|
I-24-A
|
(2)
|
$
|
5,452,112.58
|
September 25, 2035
|
|
I-24-B
|
(2)
|
$
|
5,452,112.58
|
September 25, 2035
|
|
I-25-A
|
(2)
|
$
|
3,071,108.48
|
September 25, 2035
|
|
I-25-B
|
(2)
|
$
|
3,071,108.48
|
September 25, 2035
|
|
I-26-A
|
(2)
|
$
|
2,894,981.66
|
September 25, 2035
|
|
I-26-B
|
(2)
|
$
|
2,894,981.66
|
September 25, 2035
|
|
I-27-A
|
(2)
|
$
|
2,732,640.47
|
September 25, 2035
|
|
I-27-B
|
(2)
|
$
|
2,732,640.47
|
September 25, 2035
|
|
I-28-A
|
(2)
|
$
|
2,580,587.06
|
September 25, 2035
|
|
I-28-B
|
(2)
|
$
|
2,580,587.06
|
September 25, 2035
|
|
I-29-A
|
(2)
|
$
|
2,437,586.90
|
September 25, 2035
|
|
I-29-B
|
(2)
|
$
|
2,437,586.90
|
September 25, 2035
|
|
I-30-A
|
(2)
|
$
|
2,302,405.46
|
September 25, 2035
|
|
I-30-B
|
(2)
|
$
|
2,302,405.46
|
September 25, 2035
|
|
I-31-A
|
(2)
|
$
|
2,174,836.97
|
September 25, 2035
|
|
I-31-B
|
(2)
|
$
|
2,174,836.97
|
September 25, 2035
|
|
I-32-A
|
(2)
|
$
|
2,054,469.93
|
September 25, 2035
|
|
I-32-B
|
(2)
|
$
|
2,054,469.93
|
September 25, 2035
|
|
I-33-A
|
(2)
|
$
|
1,940,892.82
|
September 25, 2035
|
|
I-33-B
|
(2)
|
$
|
1,940,892.82
|
September 25, 2035
|
|
I-34-A
|
(2)
|
$
|
1,834,105.65
|
September 25, 2035
|
|
I-34-B
|
(2)
|
$
|
1,834,105.65
|
September 25, 2035
|
|
I-35-A
|
(2)
|
$
|
1,733,285.40
|
September 25, 2035
|
|
I-35-B
|
(2)
|
$
|
1,733,285.40
|
September 25, 2035
|
|
I-36-A
|
(2)
|
$
|
1,638,020.54
|
September 25, 2035
|
|
I-36-B
|
(2)
|
$
|
1,638,020.54
|
September 25, 2035
|
|
I-37-A
|
(2)
|
$
|
246,495.24
|
September 25, 2035
|
|
I-37-B
|
(2)
|
$
|
246,495.24
|
September 25, 2035
|
|
I-38-A
|
(2)
|
$
|
1,463,539.77
|
September 25, 2035
|
|
I-38-B
|
(2)
|
$
|
1,463,539.77
|
September 25, 2035
|
|
I-39-A
|
(2)
|
$
|
1,383,500.83
|
September 25, 2035
|
|
I-39-B
|
(2)
|
$
|
1,383,500.83
|
September 25, 2035
|
|
I-40-A
|
(2)
|
$
|
1,307,988.52
|
September 25, 2035
|
|
I-40-B
|
(2)
|
$
|
1,307,988.52
|
September 25, 2035
|
|
I-41-A
|
(2)
|
$
|
1,236,797.07
|
September 25, 2035
|
|
I-41-B
|
(2)
|
$
|
1,236,797.07
|
September 25, 2035
|
|
I-42-A
|
(2)
|
$
|
1,169,514.98
|
September 25, 2035
|
|
I-42-B
|
(2)
|
$
|
1,169,514.98
|
September 25, 2035
|
|
I-43-A
|
(2)
|
$
|
1,106,142.25
|
September 25, 2035
|
|
I-43-B
|
(2)
|
$
|
1,106,142.25
|
September 25, 2035
|
|
I-44-A
|
(2)
|
$
|
1,046,061.60
|
September 25, 2035
|
|
I-44-B
|
(2)
|
$
|
1,046,061.60
|
September 25, 2035
|
|
I-45-A
|
(2)
|
$
|
989,684.56
|
September 25, 2035
|
|
I-45-B
|
(2)
|
$
|
989,684.56
|
September 25, 2035
|
|
I-46-A
|
(2)
|
$
|
936,188.10
|
September 25, 2035
|
|
I-46-B
|
(2)
|
$
|
936,188.10
|
September 25, 2035
|
|
I-47-A
|
(2)
|
$
|
885,572.22
|
September 25, 2035
|
|
I-47-B
|
(2)
|
$
|
885,572.22
|
September 25, 2035
|
|
I-48-A
|
(2)
|
$
|
15,031,683.03
|
September 25, 2035
|
|
I-48-B
|
(2)
|
$
|
15,031,683.03
|
September 25, 2035
|
|
II
|
(2)
|
$
|
9,818,019.80
|
September 25, 2035
|
|
II-1-A
|
(2)
|
$
|
7,212,518.09
|
September 25, 2035
|
|
II-1-B
|
(2)
|
$
|
7,212,518.09
|
September 25, 2035
|
|
II-2-A
|
(2)
|
$
|
9,354,322.89
|
September 25, 2035
|
|
II-2-B
|
(2)
|
$
|
9,354,322.89
|
September 25, 2035
|
|
II-3-A
|
(2)
|
$
|
10,099,055.40
|
September 25, 2035
|
|
II-3-B
|
(2)
|
$
|
10,099,055.40
|
September 25, 2035
|
|
II-4-A
|
(2)
|
$
|
10,794,649.10
|
September 25, 2035
|
|
II-4-B
|
(2)
|
$
|
10,794,649.10
|
September 25, 2035
|
|
II-5-A
|
(2)
|
$
|
11,435,807.59
|
September 25, 2035
|
|
II-5-B
|
(2)
|
$
|
11,435,807.59
|
September 25, 2035
|
|
II-6-A
|
(2)
|
$
|
12,011,938.07
|
September 25, 2035
|
|
II-6-B
|
(2)
|
$
|
12,011,938.07
|
September 25, 2035
|
|
II-7-A
|
(2)
|
$
|
12,522,157.82
|
September 25, 2035
|
|
II-7-B
|
(2)
|
$
|
12,522,157.82
|
September 25, 2035
|
|
II-8-A
|
(2)
|
$
|
12,458,601.03
|
September 25, 2035
|
|
II-8-B
|
(2)
|
$
|
12,458,601.03
|
September 25, 2035
|
|
II-9-A
|
(2)
|
$
|
11,868,935.31
|
September 25, 2035
|
|
II-9-B
|
(2)
|
$
|
11,868,935.31
|
September 25, 2035
|
|
II-10-A
|
(2)
|
$
|
11,305,751.57
|
September 25, 2035
|
|
II-10-B
|
(2)
|
$
|
11,305,751.57
|
September 25, 2035
|
|
II-11-A
|
(2)
|
$
|
10,768,755.59
|
September 25, 2035
|
|
II-11-B
|
(2)
|
$
|
10,768,755.59
|
September 25, 2035
|
|
II-12-A
|
(2)
|
$
|
10,257,653.11
|
September 25, 2035
|
|
II-12-B
|
(2)
|
$
|
10,257,653.11
|
September 25, 2035
|
|
II-13-A
|
(2)
|
$
|
9,770,678.68
|
September 25, 2035
|
|
II-13-B
|
(2)
|
$
|
9,770,678.68
|
September 25, 2035
|
|
II-14-A
|
(2)
|
$
|
9,307,243.79
|
September 25, 2035
|
|
II-14-B
|
(2)
|
$
|
9,307,243.79
|
September 25, 2035
|
|
II-15-A
|
(2)
|
$
|
8,865,582.98
|
September 25, 2035
|
|
II-15-B
|
(2)
|
$
|
8,865,582.98
|
September 25, 2035
|
|
II-16-A
|
(2)
|
$
|
8,445,107.77
|
September 25, 2035
|
|
II-16-B
|
(2)
|
$
|
8,445,107.77
|
September 25, 2035
|
|
II-17-A
|
(2)
|
$
|
8,097,899.41
|
September 25, 2035
|
|
II-17-B
|
(2)
|
$
|
8,097,899.41
|
September 25, 2035
|
|
II-18-A
|
(2)
|
$
|
7,706,554.39
|
September 25, 2035
|
|
II-18-B
|
(2)
|
$
|
7,706,554.39
|
September 25, 2035
|
|
II-19-A
|
(2)
|
$
|
11,549,091.67
|
September 25, 2035
|
|
II-19-B
|
(2)
|
$
|
11,549,091.67
|
September 25, 2035
|
|
II-20-A
|
(2)
|
$
|
16,512,994.26
|
September 25, 2035
|
|
II-20-B
|
(2)
|
$
|
16,512,994.26
|
September 25, 2035
|
|
II-21-A
|
(2)
|
$
|
14,390,315.34
|
September 25, 2035
|
|
II-21-B
|
(2)
|
$
|
14,390,315.34
|
September 25, 2035
|
|
II-22-A
|
(2)
|
$
|
12,530,102.41
|
September 25, 2035
|
|
II-22-B
|
(2)
|
$
|
12,530,102.41
|
September 25, 2035
|
|
II-23-A
|
(2)
|
$
|
10,938,240.35
|
September 25, 2035
|
|
II-23-B
|
(2)
|
$
|
10,938,240.35
|
September 25, 2035
|
|
II-24-A
|
(2)
|
$
|
7,796,887.42
|
September 25, 2035
|
|
II-24-B
|
(2)
|
$
|
7,796,887.42
|
September 25, 2035
|
|
II-25-A
|
(2)
|
$
|
4,391,891.52
|
September 25, 2035
|
|
II-25-B
|
(2)
|
$
|
4,391,891.52
|
September 25, 2035
|
|
II-26-A
|
(2)
|
$
|
4,140,018.34
|
September 25, 2035
|
|
II-26-B
|
(2)
|
$
|
4,140,018.34
|
September 25, 2035
|
|
II-27-A
|
(2)
|
$
|
3,907,859.53
|
September 25, 2035
|
|
II-27-B
|
(2)
|
$
|
3,907,859.53
|
September 25, 2035
|
|
II-28-A
|
(2)
|
$
|
3,690,412.94
|
September 25, 2035
|
|
II-28-B
|
(2)
|
$
|
3,690,412.94
|
September 25, 2035
|
|
II-29-A
|
(2)
|
$
|
3,485,913.10
|
September 25, 2035
|
|
II-29-B
|
(2)
|
$
|
3,485,913.10
|
September 25, 2035
|
|
II-30-A
|
(2)
|
$
|
3,292,594.54
|
September 25, 2035
|
|
II-30-B
|
(2)
|
$
|
3,292,594.54
|
September 25, 2035
|
|
II-31-A
|
(2)
|
$
|
3,110,163.03
|
September 25, 2035
|
|
II-31-B
|
(2)
|
$
|
3,110,163.03
|
September 25, 2035
|
|
II-32-A
|
(2)
|
$
|
2,938,030.07
|
September 25, 2035
|
|
II-32-B
|
(2)
|
$
|
2,938,030.07
|
September 25, 2035
|
|
II-33-A
|
(2)
|
$
|
2,775,607.18
|
September 25, 2035
|
|
II-33-B
|
(2)
|
$
|
2,775,607.18
|
September 25, 2035
|
|
II-34-A
|
(2)
|
$
|
2,622,894.35
|
September 25, 2035
|
|
II-34-B
|
(2)
|
$
|
2,622,894.35
|
September 25, 2035
|
|
II-35-A
|
(2)
|
$
|
2,478,714.60
|
September 25, 2035
|
|
II-35-B
|
(2)
|
$
|
2,478,714.60
|
September 25, 2035
|
|
II-36-A
|
(2)
|
$
|
2,342,479.46
|
September 25, 2035
|
|
II-36-B
|
(2)
|
$
|
2,342,479.46
|
September 25, 2035
|
|
II-37-A
|
(2)
|
$
|
352,504.76
|
September 25, 2035
|
|
II-37-B
|
(2)
|
$
|
352,504.76
|
September 25, 2035
|
|
II-38-A
|
(2)
|
$
|
2,092,960.23
|
September 25, 2035
|
|
II-38-B
|
(2)
|
$
|
2,092,960.23
|
September 25, 2035
|
|
II-39-A
|
(2)
|
$
|
1,978,499.17
|
September 25, 2035
|
|
II-39-B
|
(2)
|
$
|
1,978,499.17
|
September 25, 2035
|
|
II-40-A
|
(2)
|
$
|
1,870,511.48
|
September 25, 2035
|
|
II-40-B
|
(2)
|
$
|
1,870,511.48
|
September 25, 2035
|
|
II-41-A
|
(2)
|
$
|
1,768,702.93
|
September 25, 2035
|
|
II-41-B
|
(2)
|
$
|
1,768,702.93
|
September 25, 2035
|
|
II-42-A
|
(2)
|
$
|
1,672,485.02
|
September 25, 2035
|
|
II-42-B
|
(2)
|
$
|
1,672,485.02
|
September 25, 2035
|
|
II-43-A
|
(2)
|
$
|
1,581,857.75
|
September 25, 2035
|
|
II-43-B
|
(2)
|
$
|
1,581,857.75
|
September 25, 2035
|
|
II-44-A
|
(2)
|
$
|
1,495,938.40
|
September 25, 2035
|
|
II-44-B
|
(2)
|
$
|
1,495,938.40
|
September 25, 2035
|
|
II-45-A
|
(2)
|
$
|
1,415,315.44
|
September 25, 2035
|
|
II-45-B
|
(2)
|
$
|
1,415,315.44
|
September 25, 2035
|
|
II-46-A
|
(2)
|
$
|
1,338,811.90
|
September 25, 2035
|
|
II-46-B
|
(2)
|
$
|
1,338,811.90
|
September 25, 2035
|
|
II-47-A
|
(2)
|
$
|
1,266,427.78
|
September 25, 2035
|
|
II-47-B
|
(2)
|
$
|
1,266,427.78
|
September 25, 2035
|
|
II-48-A
|
(2)
|
$
|
21,496,316.97
|
September 25, 2035
|
|
II-48-B
|
(2)
|
$
|
21,496,316.97
|
September 25, 2035
|
|
P
|
(3)
|
$
|
100.00
|
September 25, 2035
|
___________________
|
(1)
|
For purposes of Section
1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution
Date in the month following the maturity date for the Mortgage Loan
with the latest maturity date has been designated as the
“latest possible maturity date” for each REMIC I
Regular Interest.
|
|
(2)
|
Calculated in accordance with the
definition of “Uncertificated REMIC I Pass-Through
Rate” herein.
|
|
(3)
|
The REMIC I Regular Interest LT-P
will not be entitled to distributions of interest.
|
REMIC II
As provided herein, the Trustee will
make an election to treat the segregated pool of assets consisting
of the REMIC I Regular Interest) for federal income tax purposes,
and such segregated pool of assets will be designated as
“REMIC II.” The R-II Interest will represent the sole
class of “residual interests” in REMIC II for purposes
of the REMIC Provisions. The following table irrevocably sets forth
the designation, the Uncertificated REMIC II Pass-Through Rate, the
Initial Uncertificated Principal Balance, and for purposes of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii),
the “latest possible maturity date” for each of the
REMIC II Regular Interests. None of the REMIC II Regular Interests
will be certificated.
|
Designation
|
|
Initial
Uncertificated
Principal Balance
|
|
Uncertificated REMIC
II
Pass-Through Rate
|
|
Assumed Final Distribution Date
(1)
|
|
|
LT-AA
|
|
$
|
563,559,508.17
|
|
(2
|
)
|
September 25, 2035
|
|
|
LT-IA1
|
|
$
|
1,454,890.00
|
|
(2
|
)
|
September 25, 2035
|
|
|
LT-IA2
|
|
$
|
363,720.00
|
|
(2
|
)
|
September 25, 2035
|
|
|
LT-IIA1
|
|
$
|
1,707,320.00
|
|
(2
|
)
|
September 25, 2035
|
|
|
LT-IIA2
|
|
$
|
835,935.00
|
|
(2
|
)
|
September 25, 2035
|
|
|
LT-IIA3
|
|
$
|
57,475.00
|
|
(2
|
)
|
September 25, 2035
|
|
|
LT-M1
|
|
$
|
232,895.00
|
|
(2
|
)
|
September 25, 2035
|
|
|
LT-M2
|
|
$
|
215,645.00
|
|
(2
|
)
|
September 25, 2035
|
|
|
LT-M3
|
|
$
|
132,260.00
|
|
(2
|
)
|
September 25, 2035
|
|
|
LT-M4
|
|
$
|
120,760.00
|
|
(2
|
)
|
September 25, 2035
|
|
|
LT-M5
|
|
$
|
103,510.00
|
|
(2
|
)
|
September 25, 2035
|
|
|
LT-M6
|
|
$
|
97,760.00
|
|
(2
|
)
|
September 25, 2035
|
|
|
LT-M7
|
|
$
|
89,130.00
|
|
(2
|
)
|
September 25, 2035
|
|
|
LT-M8
|
|
$
|
77,630.00
|
|
(2
|
)
|
September 25, 2035
|
|
|
LT-M9
|
|
$
|
74,755.00
|
|
(2
|
)
|
September 25, 2035
|
|
|
LT-B1
|
|
$
|
46,000.00
|
|
(2
|
)
|
September 25, 2035
|
|
|
LT-B2
|
|
$
|
57,505.00
|
|
(2
|
)
|
September 25, 2035
|
|
|
LT-ZZ
|
|
$
|
5,834,024.45
|
|
(2
|
)
|
September 25, 2035
|
|
|
LT-IO
|
|
|
(4
|
)
|
(2
|
)
|
September 25, 2035
|
|
|
LT-P
|
|
$
|
100.00
|
|
(3
|
)
|
September 25, 2035
|
|
|
LT-1SUB
|
|
$
|
10,956.58
|
|
(2
|
)
|
September 25, 2035
|
|
|
LT-1GRP
|
|
$
|
47,328.79
|
|
(2
|
)
|
September 25, 2035
|
|
|
LT-2SUB
|
|
$
|
15,668.75
|
|
(2
|
)
|
September 25, 2035
|
|
|
LT-2GRP
|
|
$
|
67,683.35
|
|
(2
|
)
|
September 25, 2035
|
|
|
LT-XX
|
|
$
|
74,919,085.15
|
|
(2
|
)
|
September 25, 2035
|
|
___________________
|
(1)
|
For purposes of
Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date in the month following the maturity date for the
Mortgage Loan with the latest maturity date has been designated as
the “latest possible maturity date” for each REMIC II
Regular Interest.
|
|
(2)
|
Calculated in accordance with the
definition of “Uncertificated REMIC II Pass-Through
Rate” herein.
|
|
(3)
|
The REMIC II Regular Interest LT-P
will not be entitled to distributions of interest.
|
|
(4)
|
REMIC II Regular Interest LT-IO will
not have an Uncertificated Principal Balance, but will accrue
interest on its Uncertificated Notional Amount, as defined
herein.
|
REMIC III
As provided herein, the Trustee will
make an election to treat the segregated pool of assets consisting
of the REMIC II Regular Interests as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as
“REMIC III”. The R-III Interest will represent the sole
class of “residual interests” in REMIC III for purposes
of the REMIC Provisions. The following table irrevocably sets forth
the Class designation, Pass-Through Rate and Initial Certificate
Principal Balance for each Class of Certificates that represents
one or more of the “regular interests” in REMIC III
created hereunder:
|
Class Designation
|
|
Initial Certificate
Principal Balance
|
|
Pass-Through Rate
|
|
Assumed Final Distribution Date
(1)
|
|
|
Class I-A-1
|
|
$
|
290,978,000
|
|
Class I—A-1 Pass Through
Rate
|
|
September 25, 2035
|
|
|
Class I-A-2
|
|
$
|
72,744,000
|
|
Class I—A-2 Pass Through
Rate
|
|
September 25, 2035
|
|
|
Class II-A-1
|
|
$
|
341,464,000
|
|
Class II—A-1 Pass Through
Rate
|
|
September 25, 2035
|
|
|
Class II-A-2
|
|
$
|
167,187,000
|
|
Class II—A-2 Pass Through
Rate
|
|
September 25, 2035
|
|
|
Class II-A-3
|
|
$
|
11,495,000
|
|
Class II—A-3 Pass Through
Rate
|
|
September 25, 2035
|
|
|
Class M-1
|
|
$
|
46,579,000
|
|
Class M-1 Pass Through
Rate
|
|
September 25, 2035
|
|
|
Class M-2
|
|
$
|
43,129,000
|
|
Class M-2 Pass Through
Rate
|
|
September 25, 2035
|
|
|
Class M-3
|
|
$
|
26,452,000
|
|
Class M-3 Pass Through
Rate
|
|
September 25, 2035
|
|
|
Class M-4
|
|
$
|
24,152,000
|
|
Class M-4 Pass Through
Rate
|
|
September 25, 2035
|
|
|
Class M-5
|
|
$
|
20,702,000
|
|
Class M-5 Pass Through
Rate
|
|
September 25, 2035
|
|
|
Class M-6
|
|
$
|
19,552,000
|
|
Class M-6 Pass Through
Rate
|
|
September 25, 2035
|
|
|
Class M-7
|
|
$
|
17,826,000
|
|
Class M-7 Pass—Through
Rate
|
|
September 25, 2035
|
|
|
Class M-8
|
|
$
|
15,526,000
|
|
Class M-8 Pass Through
Rate
|
|
September 25, 2035
|
|
|
Class M-9
|
|
$
|
14,951,000
|
|
Class M-9 Pass Through
Rate
|
|
September 25, 2035
|
|
|
Class B-1
|
|
$
|
9,200,000
|
|
Class B-1 Pass Through
Rate
|
|
September 25, 2035
|
|
|
Class B-2
|
|
$
|
11,501,000
|
|
Class B-2 Pass Through
Rate
|
|
September 25, 2035
|
|
|
Class X (2)
|
|
$
|
16,683,445
|
|
Class X Pass Through Rate
|
|
September 25, 2035
|
|
|
Class P
|
|
$
|
100
|
|
N/A (3)
|
|
September 25, 2035
|
|
|
Class IO Interest
|
|
|
(4
|
)
|
(5
|
)
|
September 25, 2035
|
|
___________________
|
(1)
|
For purposes of Section 1.860G-1(a)(4)(iii)
of the Treasury regulations, the Distribution Date in the second
month following the maturity date for the Mortgage Loan with the
latest maturity date has been designated as the “latest
possible maturity date” for each Class of
Certificates.
|
|
(2)
|
The Class X Certificates will not accrue interest
on their Certificate Principal Balance, but will accrue interest at
the Class X Pass-Through Rate on the Certificate Notional Balance
of the Class X Certificates outstanding from time to time which
shall equal the aggregate of the Uncertificated Principal Balances
of the REMIC II Regular Interests (other than REMIC II Regular
Interest LT-P).
|
|
(3)
|
The Class P Certificates will not be entitled to
distributions of interest.
|
|
(4)
|
For federal income tax purposes, the Class IO
Interest will not have a Pass-Through Rate, but will be entitled to
100% of the amounts distributed on REMIC II Regular Interest
LT-IO.
|
|
(5)
|
For federal income tax purposes, the Class IO
Interest will not have an Uncertificated Principal Balance, but
will have a notional amount equal to the Uncertificated Notional
Amount of REMIC II Regular Interest IO.
|
In consideration of the mutual
agreements herein contained, the Depositor, the Servicers, the
Master Servicer, the Securities Administrator, the Seller and the
Trustee agree as follows:
ARTICLE I
DEFINITIONS
|
Section 1.01
|
Defined Terms
.
|
In addition to those terms defined
in Section 1.02, whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires,
shall have the following meanings:
Accepted Master Servicing
Practices : With respect
to any Mortgage Loan, as applicable, either (x) those customary
mortgage master servicing practices of prudent mortgage servicing
institutions that master service mortgage loans of the same type
and quality as such Mortgage Loan in the jurisdiction where the
related Mortgaged Property is located, to the extent applicable to
the Master Servicer (except in its capacity as successor to a
Servicer), or (y) as provided in Section 3.01 hereof, but in
no event below the standard set forth in clause (x).
Accepted Servicing
Practices : As defined in
Section 3.01.
Account : Either the Distribution Account or the
Custodial Account.
Accrual Period
: With respect to the Group I, Group
II, Subordinate and Class X Certificates and any Distribution Date,
the period commencing on the immediately preceding Distribution
Date (or with respect to the first Accrual Period, the Closing
Date) and ending on the day immediately preceding the related
Distribution Date. All calculations of interest on the Group I,
Group II and Subordinate Certificates will be based on a 360-day
year and the actual number of days elapsed in the related Accrual
Period. All calculations of interest on the Class X Certificates
REMIC I Regular Interests and REMIC II Regular Interests will be
based on a 360-day year consisting of twelve 30-day
months.
Adjustment Date
: With respect to each adjustable
rate Mortgage Loan, the first day of the month in which the
Mortgage Rate of such Mortgage Loan changes pursuant to the related
Mortgage Note. The first Adjustment Date following the Cut-Off Date
as to each adjustable rate Mortgage Loan is set forth in the Loan
Schedule.
Advance : An advance of delinquent payments of principal
or interest in respect of a Mortgage Loan required to be made by
the related Servicer or by the Master Servicer pursuant to
Section 5.01.
Advance Facility
: As defined in
Section 5.01(b)(i).
Advance Facility
Notice : As defined in
Section 5.01(b)(ii).
Advance Financing
Person : As defined in
Section 5.01(b)(i).
Advance Reimbursement
Amount : As defined in
Section 5.01(b)(ii).
Affected Party
: As defined in the Swap
Agreement.
Aggregate Loan Balance
: With respect to the Mortgage Loans
and any Distribution Date, the aggregate of the Stated Principal
Balances of the Mortgage Loans as of the last day of the related
Due Period.
Aggregate Loan Group
Balance: With respect to
any Loan Group and any Distribution Date, the aggregate of the
Stated Principal Balances of the Mortgage Loans in such Loan Group
as of the last day of the related Due Period.
Agreement : This Pooling and Servicing Agreement and any
and all amendments or supplements hereto made in accordance with
the terms herein.
Amount Held for Future
Distribution : As to any
Distribution Date, the aggregate amount held in the related
Servicer’s Custodial Account at the close of business on the
immediately preceding Determination Date on account of (i) all
Scheduled Payments or portions thereof received in respect of the
related Mortgage Loans due after the related Due Period and (ii)
Principal Prepayments and Liquidation Proceeds received in respect
of the related Mortgage Loans after the last day of the related
Prepayment Period.
Applied Loss Amount
: With respect to the Publicly
Offered Certificates and the Class B Certificates and any
Distribution Date, the excess of the aggregate Certificate
Principal Balance of the Publicly Offered Certificates and the
Class B Certificates over the Aggregate Loan Balance of the
Mortgage Loans after giving effect to all Realized Losses incurred
with respect to the Mortgage Loans during the related Due Period
and payments of principal to the Publicly Offered Certificates and
Class B Certificates on such Distribution Date.
Appraised Value
: With respect to any Mortgage Loan
originated in connection with a refinancing, the appraised value of
the Mortgaged Property based upon the appraisal made at the time of
such refinancing or, with respect to any other Mortgage Loan, the
lesser of (x) the appraised value of the Mortgaged Property based
upon the appraisal made by a fee appraiser at the time of the
origination of the Mortgage Loan, and (y) the sales price of the
Mortgaged Property at the time of such origination.
Assumed Final Distribution
Date : The Distribution
Date in September 2035.
Authorized Servicer
Representative : Any
officer of the related Servicer involved in, or responsible for,
the administration and servicing of the related Mortgage Loans
whose name and facsimile signature appear on a list of servicing
officers furnished to the Trustee and the Master Servicer by the
applicable Servicer on the Closing Date, as such list may from time
to time be amended.
Available Distribution
Amount : The sum of the
Interest Remittance Amount and Principal Remittance Amount,
exclusive of amounts pursuant to Section 5.04.
Bankruptcy Code
: Title 11 of the United States
Code.
Basis Risk Shortfall Reserve
Fund : The segregated
non-interest bearing trust account created and maintained by the
Securities Administrator pursuant to Section 5.10
hereof.
Basis Risk Shortfall:
With respect to any Class of Group
I, Group II or Subordinate Certificates and any Distribution Date,
the sum of (i) the excess, if any, of the related Current Interest
(calculated without regard to the Net Funds Cap) over the related
Current Interest (as it may have been limited by the applicable Net
Funds Cap) for the applicable Distribution Date; (ii) any amount
described in clause (i) remaining unpaid from prior Distribution
Dates; and (iii) interest on the amount in clause (ii) for the
related Accrual Period calculated on the basis of the lesser of (x)
One Month LIBOR plus the applicable Certificate Margin and (y) the
applicable Maximum Interest Rate.
Book-Entry
Certificates : Any of the
Certificates that shall be registered in the name of the Depository
or its nominee, the ownership of which is reflected on the books of
the Depository or on the books of a person maintaining an account
with the Depository (directly, as a “Depository
Participant”, or indirectly, as an indirect participant in
accordance with the rules of the Depository and as described in
Section 6.06). As of the Closing Date, each Class of Publicly
Offered Certificates constitutes a Class of Book-Entry
Certificates.
Business Day
: Any day other than (i) a Saturday
or a Sunday, or (ii) a day on which banking institutions in the
State of New York, the State of California, the State of Delaware,
the State of Maryland, the State of Minnesota, the Commonwealth of
Pennsylvania, the State of Utah, the city in which any Corporate
Trust Office of the Securities Administrator is located or the
States in which any Servicer’s servicing operations are
located are authorized or obligated by law or executive order to be
closed.
Carryforward Interest
: With respect to any Class of
Publicly Offered Certificates and any Class of Class B Certificates
and any Distribution Date, the sum of (i) the amount, if any, by
which (x) the sum of (A) Current Interest for that Class of
Certificates for the immediately preceding Distribution Date and
(B) any unpaid Carryforward Interest for such Class from previous
Distribution Dates exceeds (y) the actual amount distributed on
such Class in respect of interest on the immediately preceding
Distribution Date and (ii) interest on such amount for the related
Accrual Period at the applicable Pass-Through Rate.
Certificate
: Any one of the certificates of any
Class executed and authenticated by the Securities Administrator in
substantially the forms attached hereto as Exhibits A-1 through
A-6.
Certificate Margin
: With respect to each Distribution
Date on or prior to the first possible Optional Termination Date
with respect to the Mortgage Loans, the Certificate Margins for the
Class I-A-1, Class I-A-2, Class II-A-1, Class II-A-2, Class II-A-3,
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6,
Class M-7, Class M-8, Class M-9, Class B-1 and Class B-2
Certificates are 0.250%, 0.290%, 0.110%, 0.270%, 0.350%, 0.440%,
0.460% 0.480%, 0.590%, 0.650%, 0.720%, 1.200%, 1.350%, 1.850%,
2.450% and 2.450%, respectively. With respect to each Distribution
Date following the first possible optional termination date with
respect to the Mortgage Loans, the Certificate Margins for the
Class I-A-1, Class I-A-2, Class II-A-1, Class II-A-2, Class II-A-3,
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6,
Class M-7, Class M-8, Class M-9, Class B-1 and Class B-2
Certificates are 0.500%, 0.580%, 0.220%, 0.540%, 0.700%, 0.660%,
0.690%, 0.720%, 0.885%, 0.975%, 1.080%, 1.800%, 2.025%, 2.775%,
3.675% and 3.675%, respectively.
Certificate Notional
Balance : With respect to
the Class X Certificates and any Distribution Date, the
Uncertificated Principal Balance of the REMIC II Regular Interests
(other than REMIC II Regular Interest LT-P) for such Distribution
Date. As of the Closing Date, the Certificate Notional Balance of
the Class X Certificates is equal to $1,150,121,445.25.
Certificate Owner
: With respect to a Book-Entry
Certificate, the Person that is the beneficial owner of such
Book-Entry Certificate.
Certificate Principal
Balance : As to any
Publicly Offered Certificate, Class B Certificate or Class P
Certificate and as of any Distribution Date, the Initial
Certificate Principal Balance of such Certificate plus any
Subsequent Recoveries added to the Certificate Principal Balance
pursuant to Section 5.05(f) less (i) the sum of (a) all
amounts distributed with respect to such Certificate in reduction
of the Certificate Principal Balance thereof on previous
Distribution Dates pursuant to Section 5.04 and (b) with
respect to any Class I-A-2 Certificates or any Class of Subordinate
Certificates, any reductions in the Certificate Principal Balance
of such Certificate deemed to have occurred in connection with the
allocations of Realized Losses, if any, plus (ii) with respect to
the Class I-A-2 Certificates or Subordinate Certificates, any
Subsequent Recoveries added to the Certificate Principal Balance of
any such Certificate pursuant to Section 5.05(d), in each case
up to the amount of Applied Loss Amounts but only to the extent
that any such Applied Loss Amount has not been paid to any Class of
Certificates as a Deferred Amount. With respect to the Class X
Certificates and any date of determination, the excess, if any, of
(i) the then Aggregate Loan Balance over (ii) the then aggregate
Certificate Principal Balance of the Publicly Offered Certificates
and the Class B Certificates. References herein to the Certificate
Principal Balance of a Class of Certificates shall mean the
Certificate Principal Balances of all Certificates in such
Class.
Certificate Register
: The register maintained pursuant
to Section 6.02.
Certificateholder or
Holder : The person in
whose name a Certificate is registered in the Certificate Register
(initially, Cede & Co., as nominee for the Depository, in the
case of any Book-Entry Certificates).
Class : All Certificates bearing the same Class
designation as set forth in Section 6.01.
Class B Certificates
: The Class B-1 Certificates and
Class B-2 Certificates.
Class B-1 Certificate
: Any Certificate designated as a
“Class B-1 Certificate” on the face thereof, in the
form of Exhibit A-3 hereto, representing the right to its
Percentage Interest of distributions provided for the Class B-1
Certificates as set forth herein and evidencing (i) a REMIC Regular
Interest in REMIC III, (ii) the right to receive the related Basis
Risk Shortfall and (iii) the obligation to pay any Class IO
Distribution Amount.
Class B-1 Pass-Through
Rate : With respect to
each Distribution Date, a per annum rate equal to the lesser of (i)
the sum of One-Month LIBOR for that Distribution Date plus (A) on
or prior to the first possible Optional Termination Date, 2.450% or
(B) after the first possible Optional Termination Date, 3.675% and
(ii) the applicable Net Funds Cap.
Class B-1 Principal Payment
Amount : With respect to
any Distribution Date on or after the Stepdown Date and as long as
a Trigger Event is not in effect with respect to such Distribution
Date, will be the amount, if any, by which (x) the sum of (i) the
Certificate Principal Balances of the Senior Certificates and the
Mezzanine Certificates, in each case, after giving effect to
payments on such Distribution Date and (ii) the Certificate
Principal Balance of the Class B-1 Certificates immediately prior
to such Distribution Date exceeds (y) the lesser of (A) the product
of (i) approximately 95.10% and (ii) the Aggregate Loan Balance for
such Distribution Date and (B) the amount, if any, by which (i) the
Aggregate Loan Balance for such Distribution Date exceeds (ii)
0.50% of the Aggregate Loan Balance as of the Cut-off
Date.
Class B-2 Certificate
: Any Certificate designated as a
“Class B-2 Certificate” on the face thereof, in the
form of Exhibit A-3 hereto, representing the right to its
Percentage Interest of distributions provided for the Class B-2
Certificates as set forth herein and evidencing (i) a REMIC Regular
Interest in REMIC III, (ii) the right to receive the related Basis
Risk Shortfall and (iii) the obligation to pay any Class IO
Distribution Amount.
Class B-2 Pass-Through
Rate : With respect to
each Distribution Date, a per annum rate equal to the lesser of (i)
the sum of One-Month LIBOR for that Distribution Date plus (A) on
or prior to the first possible Optional Termination Date, 2.450% or
(B) after the first possible Optional Termination Date, 3.675% and
(ii) the applicable Net Funds Cap.
Class B-2 Principal Payment
Amount : With respect to
any Distribution Date on or after the Stepdown Date and as long as
a Trigger Event is not in effect with respect to such Distribution
Date, will be the amount, if any, by which (x) the sum of (i) the
Certificate Principal Balances of the Senior Certificates, the
Mezzanine Certificates and the Class B-1 Certificates, in each
case, after giving effect to payments on such Distribution Date and
(ii) the Certificate Principal Balance of the Class B-2
Certificates immediately prior to such Distribution Date exceeds
(y) the lesser of (A) the product of (i) approximately 97.10% and
(ii) the Aggregate Loan Balance for such Distribution Date and (B)
the amount, if any, by which (i) the Aggregate Loan Balance for
such Distribution Date exceeds (ii) 0.50% of the Aggregate Loan
Balance as of the Cut-off Date.
Class I-A-1
Certificate : Any
Certificate designated as a “Class I-A-1 Certificate”
on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to its Percentage Interest of distributions
provided for the Class I-A-1 Certificates as set forth herein and
evidencing (i) a REMIC Regular Interest in REMIC III, (ii) the
right to receive the related Basis Risk Shortfall and (iii) the
obligation to pay any Class IO Distribution Amount.
Class I-A-1 Pass-Through
Rate : With respect to
each Distribution Date, a per annum rate equal to the lesser of (i)
the sum of One-Month LIBOR for that Distribution Date plus (A) on
or prior to the first possible Optional Termination Date, 0.250% or
(B) after the first possible Optional Termination Date, 0.500% and
(ii) the applicable Net Funds Cap.
Class I-A-2
Certificate : Any
Certificate designated as a “Class I-A-2 Certificate”
on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to its Percentage Interest of distributions
provided for the Class I-A-2 Certificates as set forth herein and
evidencing (i) a
REMIC Regular Interest in REMIC III,
(ii) the right to receive the related Basis Risk Shortfall and
(iii) the obligation to pay any Class IO Distribution
Amount.
Class I-A-2 Pass-Through
Rate : With respect to
each Distribution Date, a per annum rate equal to the lesser of (i)
the sum of One-Month LIBOR for that Distribution Date plus (A) on
or prior to the first possible Optional Termination Date, 0.290% or
(B) after the first possible Optional Termination Date, 0.580% and
(ii) the applicable Net Funds Cap.
Class II-A-1
Certificate : Any
Certificate designated as a “Class II-A-1 Certificate”
on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to its Percentage Interest of distributions
provided for the Class II-A-1 Certificates as set forth herein and
evidencing (i) a REMIC Regular Interest in REMIC III, (ii) the
right to receive the related Basis Risk Shortfall and (iii) the
obligation to pay any Class IO Distribution Amount.
Class II-A-1 Pass-Through
Rate : With respect to
each Distribution Date, a per annum rate equal to the lesser of (i)
the sum of One-Month LIBOR for that Distribution Date plus (A) on
or prior to the first possible Optional Termination Date, 0.110% or
(B) after the first possible Optional Termination Date, 0.220% and
(ii) the applicable Net Funds Cap.
Class II-A-2
Certificate : Any
Certificate designated as a “Class II-A-2 Certificate”
on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to its Percentage Interest of distributions
provided for the Class II-A-2 Certificates as set forth herein and
evidencing (i) a REMIC Regular Interest in REMIC III, (ii) the
right to receive the related Basis Risk Shortfall and (iii) the
obligation to pay any Class IO Distribution Amount.
Class II-A-2 Pass-Through
Rate : With respect to
each Distribution Date, a per annum rate equal to the lesser of (i)
the sum of One-Month LIBOR for that Distribution Date plus (A) on
or prior to the first possible Optional Termination Date, 0.270% or
(B) after the first possible Optional Termination Date, 0.540% and
(ii) the applicable Net Funds Cap.
Class II-A-3
Certificate : Any
Certificate designated as a “Class II-A-3 Certificate”
on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to its Percentage Interest of distributions
provided for the Class II-A-3 Certificates as set forth herein and
evidencing (i) a REMIC Regular Interest in REMIC III, (ii) the
right to receive the related Basis Risk Shortfall and (iii) the
obligation to pay any Class IO Distribution Amount.
Class II-A-3 Pass-Through
Rate : With respect to
each Distribution Date, a per annum rate equal to the lesser of (i)
the sum of One-Month LIBOR for that Distribution Date plus (A) on
or prior to the first possible Optional Termination Date, 0.350% or
(B) after the first possible Optional Termination Date, 0.750% and
(ii) the applicable Net Funds Cap.
Class IO Distribution
Amount : As defined in
Section 5.11 hereof. For purposes of clarity, the Class IO
Distribution Amount for any Distribution Date shall equal the
amount payable to the Supplemental Interest Trust on such
Distribution Date in excess of the amount payable on the Class IO
Interest on such Distribution Date, all as further provided in
Section 5.11 hereof.
Class IO Interest
: An uncertificated interest in the
Trust Fund held by the Trustee, evidencing a REMIC Regular Interest
in REMIC III for purposes of the REMIC Provisions.
Class M-1 Certificate
: Any Certificate designated as a
“Class M-1 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its
Percentage Interest of distributions provided for the Class M-1
Certificates as set forth herein and (i) a REMIC Regular Interest
in REMIC III, (ii) the right to receive the related Basis Risk
Shortfall and (iii) the obligation to pay any Class IO Distribution
Amount.
Class M-1 Pass-Through
Rate : With respect to
each Distribution Date, a per annum rate equal to the lesser of (i)
the sum of One-Month LIBOR for that Distribution Date plus (A) on
or prior to the first possible Optional Termination Date, 0.440% or
(B) after the first possible Optional Termination Date, 0.660% and
(ii) the applicable Net Funds Cap.
Class M-1 Principal Payment
Amount : With respect to
any Distribution Date on or after the Stepdown Date and as long as
a Trigger Event is not in effect with respect to such Distribution
Date, the amount, if any, by which (x) the sum of (i) the
Certificate Principal Balances of the Senior Certificates, in each
case, after giving effect to payments on such Distribution Date and
(ii) the Certificate Principal Balance of the Class M-1
Certificates immediately prior to such Distribution Date exceeds
(y) the lesser of (A) the product of (i) 61.80% and (ii) the
Aggregate Loan Balance for such Distribution Date and (B) the
amount, if any, by which (i) the Aggregate Loan Balance for such
Distribution Date exceeds (ii) 0.50% of the Aggregate Loan Balance
as of the Cut-off Date.
Class M-2 Certificate
: Any Certificate designated as a
“Class M-2 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its
Percentage Interest of distributions provided for the Class M-2
Certificates as set forth herein and evidencing (i) a REMIC Regular
Interest in REMIC III, (ii) the right to receive the related Basis
Risk Shortfall and (iii) the obligation to pay any Class IO
Distribution Amount.
Class M-2 Pass-Through
Rate : With respect to
each Distribution Date, a per annum rate equal to the lesser of (i)
the sum of One-Month LIBOR for that Distribution Date plus (A) on
or prior to the first possible Optional Termination Date, 0.460% or
(B) after the first possible Optional Termination Date, 0.690% and
(ii) the applicable Net Funds Cap.
Class M-2 Principal Payment
Amount : With respect to
any Distribution Date on or after the Stepdown Date and as long as
a Trigger Event is not in effect with respect to such Distribution
Date, the amount, if any, by which (x) the sum of (i) the
Certificate Principal Balances of the Senior Certificates and the
Class M-1 Certificates, in each case, after giving effect to
payments on such Distribution Date and (ii) the Certificate
Principal Balance of the Class M-2 Certificates immediately prior
to such Distribution Date exceeds (y) the lesser of (A) the product
of (i) 69.30% and (ii) the Aggregate Loan Balance for such
Distribution Date and (B) the amount, if any, by which (i) the
Aggregate Loan Balance for such Distribution Date exceeds (ii)
0.50% of the Aggregate Loan Balance as of the Cut-off
Date.
Class M-3 Certificate
: Any Certificate designated as a
“Class M-3 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its
Percentage Interest of
distributions provided for the Class
M-3 Certificates as set forth herein and evidencing (i) a REMIC
Regular Interest in REMIC III, (ii) the right to receive the
related Basis Risk Shortfall and (iii) the obligation to pay any
Class IO Distribution Amount.
Class M-3 Pass-Through
Rate : With respect to
each Distribution Date, a per annum rate equal to the lesser of (i)
the sum of One-Month LIBOR for that Distribution Date plus (A) on
or prior to the first possible Optional Termination Date, 0.480% or
(B) after the first possible Optional Termination Date, 0.720% and
(ii) the applicable Net Funds Cap.
Class M-3 Principal Payment
Amount : With respect to
any Distribution Date on or after the Stepdown Date and as long as
a Trigger Event is not in effect with respect to such Distribution
Date, the amount, if any, by which (x) the sum of (i) the
Certificate Principal Balances of the Senior, Class M-1
Certificates and Class M-2 Certificates, in each case, after giving
effect to payments on such Distribution Date and (ii) the
Certificate Principal Balance of the Class M-3 Certificates
immediately prior to such Distribution Date exceeds (y) the lesser
of (A) the product of (i) 73.90% and (ii) the Aggregate Loan
Balance for such Distribution Date and (B) the amount, if any, by
which (i) the Aggregate Loan Balance for such Distribution Date
exceeds (ii) 0.50% of the Aggregate Loan Balance as of the Cut-off
Date.
Class M-4 Certificate
: Any Certificate designated as a
“Class M-4 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its
Percentage Interest of distributions provided for the Class M-4
Certificates as set forth herein and evidencing (i) a REMIC Regular
Interest in REMIC III, (ii) the right to receive the related Basis
Risk Shortfall and (iii) the obligation to pay any Class IO
Distribution Amount.
Class M-4 Pass-Through
Rate : With respect to
each Distribution Date, a per annum rate equal to the lesser of (i)
the sum of One-Month LIBOR for that Distribution Date plus (A) on
or prior to the first possible Optional Termination Date, 0.590% or
(B) after the first possible Optional Termination Date, 0.885% and
(ii) the applicable Net Funds Cap.
Class M-4 Principal Payment
Amount : With respect to
any Distribution Date on or after the Stepdown Date and as long as
a Trigger Event is not in effect with respect to such Distribution
Date, the amount, if any, by which (x) the sum of (i) the
Certificate Principal Balances of the Senior, Class M-1, Class M-2
and Class M-3 Certificates, in each case, after giving effect to
payments on such Distribution Date and (ii) the Certificate
Principal Balance of the Class M-4 Certificates immediately prior
to such Distribution Date exceeds (y) the lesser of (A) the product
of (i) 78.10% and (ii) the Aggregate Loan Balance for such
Distribution Date and (B) the amount, if any, by which (i) the
Aggregate Loan Balance for such Distribution Date exceeds (ii)
0.50% of the Aggregate Loan Balance as of the Cut-off
Date.
Class M-5 Certificate
: Any Certificate designated as a
“Class M-5 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its
Percentage Interest of distributions provided for the Class M-5
Certificates as set forth herein and evidencing (i) a REMIC Regular
Interest in REMIC III, (ii) the right to receive the related Basis
Risk Shortfall and (iii) the obligation to pay any Class IO
Distribution Amount.
Class M-5 Pass-Through
Rate : With respect to
each Distribution Date, a per annum rate equal to the lesser of (i)
the sum of One-Month LIBOR for that Distribution Date plus (A) on
or prior to the first possible Optional Termination Date, 0.650% or
(B) after the first possible Optional Termination Date, 0.975% and
(ii) the applicable Net Funds Cap.
Class M-5 Principal Payment
Amount : With respect to
any Distribution Date on or after the Stepdown Date and as long as
a Trigger Event is not in effect with respect to such Distribution
Date, the amount, if any, by which (x) the sum of (i) the
Certificate Principal Balances of the Senior, Class M-1, Class M-2,
Class M-3 and Class M-4 Certificates, in each case, after giving
effect to payments on such Distribution Date and (ii) the
Certificate Principal Balance of the Class M-5 Certificates
immediately prior to such Distribution Date exceeds (y) the lesser
of (A) the product of (i) 81.70% and (ii) the Aggregate Loan
Balance for such Distribution Date and (B) the amount, if any, by
which (i) the Aggregate Loan Balance for such Distribution Date
exceeds (ii) 0.50% of the Aggregate Loan Balance as of the Cut-off
Date.
Class M-6 Certificate
: Any Certificate designated as a
“Class M-6 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its
Percentage Interest of distributions provided for the Class M-6
Certificates as set forth herein and evidencing (i) a REMIC Regular
Interest in REMIC III, (ii) the right to receive the related Basis
Risk Shortfall and (iii) the obligation to pay any Class IO
Distribution Amount.
Class M-6 Pass-Through
Rate : With respect to
each Distribution Date, a per annum rate equal to the lesser of (i)
the sum of One-Month LIBOR for that Distribution Date plus (A) on
or prior to the first possible Optional Termination Date, 0.720% or
(B) after the first possible Optional Termination Date, 1.080% and
(ii) the applicable Net Funds Cap.
Class M-6 Principal Payment
Amount : With respect to
any Distribution Date on or after the Stepdown Date and as long as
a Trigger Event is not in effect with respect to such Distribution
Date, the amount, if any, by which (x) the sum of (i) the
Certificate Principal Balances of the Senior, Class M-1, Class M-2,
Class M-3, Class M-4 and Class M-5 Certificates, in each case,
after giving effect to payments on such Distribution Date and (ii)
the Certificate Principal Balance of the Class M-6 Certificates
immediately prior to such Distribution Date exceeds (y) the lesser
of (A) the product of (i) 85.10% and (ii) the Aggregate Loan
Balance for such Distribution Date and (B) the amount, if any, by
which (i) the Aggregate Loan Balance for such Distribution Date
exceeds (ii) 0.50% of the Aggregate Loan Balance as of the Cut-off
Date.
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