NOMURA HOME EQUITY LOAN,
INC.,
Depositor
NOMURA CREDIT & CAPITAL,
INC.,
Seller
COUNTRYWIDE HOME LOANS SERVICING
LP
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 August 1,
2005
NOMURA HOME EQUITY LOAN,
INC.
ASSET-BACKED CERTIFICATES, SERIES
2005-FM1
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 Servicer and the Seller.
|
|
Section 2.04
|
Representations and Warranties of
the Depositor.
|
|
Section 2.05
|
Delivery of Opinion of Counsel in
Connection with Substitutions and Repurchases.
|
|
Section 2.06
|
Issuance of the REMIC I Regular
Interests and the Class R 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
|
The Servicer to act as Servicer
of the Mortgage Loans.
|
|
Section 3.02
|
Due-on-Sale Clauses; Assumption
Agreements.
|
|
Section 3.03
|
Subservicers.
|
|
Section 3.04
|
Documents, Records and Funds in
Possession of the Servicer To Be Held for Trustee.
|
|
Section 3.05
|
Maintenance of Hazard
Insurance.
|
|
Section 3.06
|
Presentment of Claims and
Collection of Proceeds.
|
|
Section 3.07
|
Maintenance of Insurance
Policies.
|
|
Section 3.08
|
Reserved.
|
|
Section 3.09
|
Realization Upon Defaulted
Mortgage Loans; Determination of Excess Liquidation Proceeds and
Realized Losses; Repurchases of Certain Mortgage Loans.
|
|
Section 3.10
|
Servicing
Compensation.
|
|
Section 3.11
|
REO Property.
|
|
Section 3.12
|
Liquidation Reports.
|
|
Section 3.13
|
Annual Certificate as to
Compliance.
|
|
Section 3.14
|
Annual Independent Certified
Public Accountants’ Servicing Report.
|
|
Section 3.15
|
Books and Records.
|
|
Section 3.16
|
The Trustee.
|
|
Section 3.17
|
REMIC-Related
Covenants.
|
|
Section 3.18
|
[Reserved].
|
|
Section 3.19
|
Release of Mortgage
Files.
|
|
Section 3.20
|
Documents, Records and Funds in
Possession of the Servicer to be held for Trustee.
|
|
Section 3.21
|
Possession of Certain Insurance
Policies and Documents.
|
|
Section 3.22
|
The Corridor Contract.
|
|
Section 3.23
|
UCC.
|
|
Section 3.24
|
Optional Purchase of Defaulted
Mortgage Loans.
|
|
Section 3.25
|
Obligations of the Servicer Under
Credit Risk Management Agreement.
|
|
Section 3.26
|
Collection of Mortgage Loan
Payments; Custodial Account.
|
|
Section 3.27
|
Permitted Withdrawals From the
Custodial Account.
|
|
Section 3.28
|
Reports to Master
Servicer.
|
|
Section 3.29
|
Collection of Taxes; Assessments
and Similar Items; Escrow Accounts.
|
|
Section 3.30
|
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
Servicer.
|
|
Section 4.03
|
Fidelity Bond.
|
|
Section 4.04
|
Power to Act;
Procedures.
|
|
Section 4.05
|
Due-on-Sale Clauses; Assumption
Agreements.
|
|
Section 4.06
|
Documents, Records and Funds in
Possession of Master Servicer To Be Held for Trustee.
|
|
Section 4.07
|
Standard Hazard Insurance and
Flood Insurance Policies.
|
|
Section 4.08
|
Presentment of Claims and
Collection of Proceeds.
|
|
Section 4.09
|
Maintenance of the Primary
Mortgage Insurance Policies.
|
|
Section 4.10
|
Trustee to Retain Possession of
Certain Insurance Policies and Documents.
|
|
Section 4.11
|
Realization Upon Defaulted
Loans.
|
|
Section 4.12
|
Compensation for the Master
Servicer.
|
|
Section 4.13
|
REO Property.
|
|
Section 4.14
|
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 SERVICER AND THE
MASTER SERVICER
|
Section 7.01
|
Liabilities of the Depositor, the
Servicer and the Master Servicer.
|
|
Section 7.02
|
Merger or Consolidation of the
Depositor, the Servicer or the Master Servicer.
|
|
Section 7.03
|
Indemnification of Depositor and
the Servicer.
|
|
Section 7.04
|
Limitations on Liability of the
Depositor, Securities Administrator, Master Servicer, Servicer and
Others.
|
|
Section 7.05
|
The Servicer Not to
Resign.
|
|
Section 7.06
|
Appointment of Special
Servicer.
|
|
Section 7.07
|
Limitation on Resignation of the
Master Servicer.
|
|
Section 7.08
|
Assignment of Master
Servicing.
|
|
Section 7.09
|
Rights of the Depositor in
Respect of the Servicer and the Master Servicer.
|
ARTICLE VIII
DEFAULT; TERMINATION OF SERVICER AND
MASTER SERVICER
|
Section 8.01
|
Events of Default.
|
|
Section 8.02
|
Master Servicer to Act;
Appointment of Successor.
|
|
Section 8.03
|
Notification to
Certificateholders.
|
|
Section 8.04
|
Waiver of Servicer Defaults and
Master Servicer Defaults.
|
ARTICLE IX
CONCERNING THE TRUSTEE AND
SECURITIES ADMINISTRATOR
|
Section 9.01
|
Duties of Trustee and Securities
Administrator.
|
|
Section 9.02
|
Certain Matters Affecting the
Trustee and Securities Administrator.
|
|
Section 9.03
|
Trustee and Securities
Administrator not Liable for Certificates or Mortgage
Loans.
|
|
Section 9.04
|
Trustee and Securities
Administrator May Own Certificates.
|
|
Section 9.05
|
Fees and Expenses of Trustee and
Securities Administrator.
|
|
Section 9.06
|
Eligibility Requirements for
Trustee and Securities Administrator.
|
|
Section 9.07
|
Resignation and Removal of
Trustee and Securities Administrator.
|
|
Section 9.08
|
Successor Trustee or Securities
Administrator.
|
|
Section 9.09
|
Merger or Consolidation of
Trustee or Securities Administrator.
|
|
Section 9.10
|
Appointment of Co-Trustee or
Separate Trustee.
|
|
Section 9.11
|
Appointment of Office or
Agency.
|
|
Section 9.12
|
Representations and
Warranties.
|
|
Section 9.13
|
Tax Matters.
|
ARTICLE X
TERMINATION
|
Section 10.01
|
Termination upon Liquidation or
Repurchase of all Mortgage Loans.
|
|
Section 10.02
|
Final Distribution on the
Certificates.
|
|
Section 10.03
|
Additional Termination
Requirements.
|
ARTICLE XI
MISCELLANEOUS PROVISIONS
|
Section 11.01
|
Amendment.
|
|
Section 11.02
|
Recordation of Agreement;
Counterparts.
|
|
Section 11.03
|
Governing Law.
|
|
Section 11.04
|
Intention of Parties.
|
|
Section 11.05
|
Notices.
|
|
Section 11.06
|
Severability of
Provisions.
|
|
Section 11.07
|
Assignment.
|
|
Section 11.08
|
Limitation on Rights of
Certificateholders.
|
|
Section 11.09
|
Certificates Nonassessable and
Fully Paid.
|
|
Section 11.10
|
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][3][A][B]
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 August 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”),
COUNTRYWIDE HOME LOANS SERVICING LP, a Texas limited partnership,
as servicer (the “Servicer”) 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, the Corridor Contract 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)
|
$
|
251,863,543.46
|
May 25, 2035
|
|
I-1-A
|
(2)
|
$
|
7,293,210.18
|
May 25, 2035
|
|
I-1-B
|
(2)
|
$
|
7,293,210.18
|
May 25, 2035
|
|
I-2-A
|
(2)
|
$
|
3,881,121.90
|
May 25, 2035
|
|
I-2-B
|
(2)
|
$
|
3,881,121.90
|
May 25, 2035
|
|
I-3-A
|
(2)
|
$
|
3,695,838.77
|
May 25, 2035
|
|
I-3-B
|
(2)
|
$
|
3,695,838.77
|
May 25, 2035
|
|
I-4-A
|
(2)
|
$
|
2,164,911.18
|
May 25, 2035
|
|
I-4-B
|
(2)
|
$
|
2,164,911.18
|
May 25, 2035
|
|
I-5-A
|
(2)
|
$
|
2,085,634.67
|
May 25, 2035
|
|
I-5-B
|
(2)
|
$
|
2,085,634.67
|
May 25, 2035
|
|
I-6-A
|
(2)
|
$
|
2,009,785.11
|
May 25, 2035
|
|
I-6-B
|
(2)
|
$
|
2,009,785.11
|
May 25, 2035
|
|
I-7-A
|
(2)
|
$
|
7,934,504.57
|
May 25, 2035
|
|
I-7-B
|
(2)
|
$
|
7,934,504.57
|
May 25, 2035
|
|
I-8-A
|
(2)
|
$
|
1,703,416.82
|
May 25, 2035
|
|
I-8-B
|
(2)
|
$
|
1,703,416.82
|
May 25, 2035
|
|
I-9-A
|
(2)
|
$
|
1,641,960.39
|
May 25, 2035
|
|
I-9-B
|
(2)
|
$
|
1,641,960.39
|
May 25, 2035
|
|
I-10-A
|
(2)
|
$
|
1,577,990.87
|
May 25, 2035
|
|
I-10-B
|
(2)
|
$
|
1,577,990.87
|
May 25, 2035
|
|
I-11-A
|
(2)
|
$
|
1,521,332.16
|
May 25, 2035
|
|
I-11-B
|
(2)
|
$
|
1,521,332.16
|
May 25, 2035
|
|
I-12-A
|
(2)
|
$
|
1,466,729.61
|
May 25, 2035
|
|
I-12-B
|
(2)
|
$
|
1,466,729.61
|
May 25, 2035
|
|
I-13-A
|
(2)
|
$
|
6,119,141.10
|
May 25, 2035
|
|
I-13-B
|
(2)
|
$
|
6,119,141.10
|
May 25, 2035
|
|
I-14-A
|
(2)
|
$
|
1,180,694.49
|
May 25, 2035
|
|
I-14-B
|
(2)
|
$
|
1,180,694.49
|
May 25, 2035
|
|
I-15-A
|
(2)
|
$
|
1,140,485.08
|
May 25, 2035
|
|
I-15-B
|
(2)
|
$
|
1,140,485.08
|
May 25, 2035
|
|
I-16-A
|
(2)
|
$
|
1,100,504.13
|
May 25, 2035
|
|
I-16-B
|
(2)
|
$
|
1,100,504.13
|
May 25, 2035
|
|
I-17-A
|
(2)
|
$
|
1,062,807.81
|
May 25, 2035
|
|
I-17-B
|
(2)
|
$
|
1,062,807.81
|
May 25, 2035
|
|
I-18-A
|
(2)
|
$
|
1,026,482.26
|
May 25, 2035
|
|
I-18-B
|
(2)
|
$
|
1,026,482.26
|
May 25, 2035
|
|
I-19-A
|
(2)
|
$
|
5,573,115.59
|
May 25, 2035
|
|
I-19-B
|
(2)
|
$
|
5,573,115.59
|
May 25, 2035
|
|
I-20-A
|
(2)
|
$
|
817,895.95
|
May 25, 2035
|
|
I-20-B
|
(2)
|
$
|
817,895.95
|
May 25, 2035
|
|
I-21-A
|
(2)
|
$
|
790,251.98
|
May 25, 2035
|
|
I-21-B
|
(2)
|
$
|
790,251.98
|
May 25, 2035
|
|
I-22-A
|
(2)
|
$
|
763,521.86
|
May 25, 2035
|
|
I-22-B
|
(2)
|
$
|
763,521.86
|
May 25, 2035
|
|
I-23-A
|
(2)
|
$
|
737,934.06
|
May 25, 2035
|
|
I-23-B
|
(2)
|
$
|
737,934.06
|
May 25, 2035
|
|
I-24-A
|
(2)
|
$
|
712,803.17
|
May 25, 2035
|
|
I-24-B
|
(2)
|
$
|
712,803.17
|
May 25, 2035
|
|
I-25-A
|
(2)
|
$
|
5,022,292.37
|
May 25, 2035
|
|
I-25-B
|
(2)
|
$
|
5,022,292.37
|
May 25, 2035
|
|
I-26-A
|
(2)
|
$
|
525,920.80
|
May 25, 2035
|
|
I-26-B
|
(2)
|
$
|
525,920.80
|
May 25, 2035
|
|
I-27-A
|
(2)
|
$
|
508,329.19
|
May 25, 2035
|
|
I-27-B
|
(2)
|
$
|
508,329.19
|
May 25, 2035
|
|
I-28-A
|
(2)
|
$
|
491,422.96
|
May 25, 2035
|
|
I-28-B
|
(2)
|
$
|
491,422.96
|
May 25, 2035
|
|
I-29-A
|
(2)
|
$
|
474,745.19
|
May 25, 2035
|
|
I-29-B
|
(2)
|
$
|
474,745.19
|
May 25, 2035
|
|
I-30-A
|
(2)
|
$
|
458,752.81
|
May 25, 2035
|
|
I-30-B
|
(2)
|
$
|
458,752.81
|
May 25, 2035
|
|
I-31-A
|
(2)
|
$
|
4,529,270.17
|
May 25, 2035
|
|
I-31-B
|
(2)
|
$
|
4,529,270.17
|
May 25, 2035
|
|
I-32-A
|
(2)
|
$
|
308,881.38
|
May 25, 2035
|
|
I-32-B
|
(2)
|
$
|
308,881.38
|
May 25, 2035
|
|
I-33-A
|
(2)
|
$
|
298,372.10
|
May 25, 2035
|
|
I-33-B
|
(2)
|
$
|
298,372.10
|
May 25, 2035
|
|
I-34-A
|
(2)
|
$
|
289,005.13
|
May 25, 2035
|
|
I-34-B
|
(2)
|
$
|
289,005.13
|
May 25, 2035
|
|
I-35-A
|
(2)
|
$
|
279,181.24
|
May 25, 2035
|
|
I-35-B
|
(2)
|
$
|
279,181.24
|
May 25, 2035
|
|
I-36-A
|
(2)
|
$
|
270,042.74
|
May 25, 2035
|
|
I-36-B
|
(2)
|
$
|
270,042.74
|
May 25, 2035
|
|
I-37-A
|
(2)
|
$
|
15,080,127.94
|
May 25, 2035
|
|
I-37-B
|
(2)
|
$
|
15,080,127.94
|
May 25, 2035
|
|
II
|
(2)
|
$
|
299,350,510.54
|
May 25, 2035
|
|
II-1-A
|
(2)
|
$
|
8,668,289.82
|
May 25, 2035
|
|
II-1-B
|
(2)
|
$
|
8,668,289.82
|
May 25, 2035
|
|
II-2-A
|
(2)
|
$
|
4,612,878.10
|
May 25, 2035
|
|
II-2-B
|
(2)
|
$
|
4,612,878.10
|
May 25, 2035
|
|
II-3-A
|
(2)
|
$
|
4,392,661.23
|
May 25, 2035
|
|
II-3-B
|
(2)
|
$
|
4,392,661.23
|
May 25, 2035
|
|
II-4-A
|
(2)
|
$
|
2,573,088.82
|
May 25, 2035
|
|
II-4-B
|
(2)
|
$
|
2,573,088.82
|
May 25, 2035
|
|
II-5-A
|
(2)
|
$
|
2,478,865.33
|
May 25, 2035
|
|
II-5-B
|
(2)
|
$
|
2,478,865.33
|
May 25, 2035
|
|
II-6-A
|
(2)
|
$
|
2,388,714.89
|
May 25, 2035
|
|
II-6-B
|
(2)
|
$
|
2,388,714.89
|
May 25, 2035
|
|
II-7-A
|
(2)
|
$
|
9,430,495.43
|
May 25, 2035
|
|
II-7-B
|
(2)
|
$
|
9,430,495.43
|
May 25, 2035
|
|
II-8-A
|
(2)
|
$
|
2,024,583.18
|
May 25, 2035
|
|
II-8-B
|
(2)
|
$
|
2,024,583.18
|
May 25, 2035
|
|
II-9-A
|
(2)
|
$
|
1,951,539.61
|
May 25, 2035
|
|
II-9-B
|
(2)
|
$
|
1,951,539.61
|
May 25, 2035
|
|
II-10-A
|
(2)
|
$
|
1,875,509.13
|
May 25, 2035
|
|
II-10-B
|
(2)
|
$
|
1,875,509.13
|
May 25, 2035
|
|
II-11-A
|
(2)
|
$
|
1,808,167.84
|
May 25, 2035
|
|
II-11-B
|
(2)
|
$
|
1,808,167.84
|
May 25, 2035
|
|
II-12-A
|
(2)
|
$
|
1,743,270.39
|
May 25, 2035
|
|
II-12-B
|
(2)
|
$
|
1,743,270.39
|
May 25, 2035
|
|
II-13-A
|
(2)
|
$
|
7,272,858.90
|
May 25, 2035
|
|
II-13-B
|
(2)
|
$
|
7,272,858.90
|
May 25, 2035
|
|
II-14-A
|
(2)
|
$
|
1,403,305.51
|
May 25, 2035
|
|
II-14-B
|
(2)
|
$
|
1,403,305.51
|
May 25, 2035
|
|
II-15-A
|
(2)
|
$
|
1,355,514.92
|
May 25, 2035
|
|
II-15-B
|
(2)
|
$
|
1,355,514.92
|
May 25, 2035
|
|
II-16-A
|
(2)
|
$
|
1,307,995.87
|
May 25, 2035
|
|
II-16-B
|
(2)
|
$
|
1,307,995.87
|
May 25, 2035
|
|
II-17-A
|
(2)
|
$
|
1,263,192.19
|
May 25, 2035
|
|
II-17-B
|
(2)
|
$
|
1,263,192.19
|
May 25, 2035
|
|
II-18-A
|
(2)
|
$
|
1,220,017.74
|
May 25, 2035
|
|
II-18-B
|
(2)
|
$
|
1,220,017.74
|
May 25, 2035
|
|
II-19-A
|
(2)
|
$
|
6,623,884.41
|
May 25, 2035
|
|
II-19-B
|
(2)
|
$
|
6,623,884.41
|
May 25, 2035
|
|
II-20-A
|
(2)
|
$
|
972,104.05
|
May 25, 2035
|
|
II-20-B
|
(2)
|
$
|
972,104.05
|
May 25, 2035
|
|
II-21-A
|
(2)
|
$
|
939,248.02
|
May 25, 2035
|
|
II-21-B
|
(2)
|
$
|
939,248.02
|
May 25, 2035
|
|
II-22-A
|
(2)
|
$
|
907,478.14
|
May 25, 2035
|
|
II-22-B
|
(2)
|
$
|
907,478.14
|
May 25, 2035
|
|
II-23-A
|
(2)
|
$
|
877,065.94
|
May 25, 2035
|
|
II-23-B
|
(2)
|
$
|
877,065.94
|
May 25, 2035
|
|
II-24-A
|
(2)
|
$
|
847,196.83
|
May 25, 2035
|
|
II-24-B
|
(2)
|
$
|
847,196.83
|
May 25, 2035
|
|
II-25-A
|
(2)
|
$
|
5,969,207.63
|
May 25, 2035
|
|
II-25-B
|
(2)
|
$
|
5,969,207.63
|
May 25, 2035
|
|
II-26-A
|
(2)
|
$
|
625,079.20
|
May 25, 2035
|
|
II-26-B
|
(2)
|
$
|
625,079.20
|
May 25, 2035
|
|
II-27-A
|
(2)
|
$
|
604,170.81
|
May 25, 2035
|
|
II-27-B
|
(2)
|
$
|
604,170.81
|
May 25, 2035
|
|
II-28-A
|
(2)
|
$
|
584,077.04
|
May 25, 2035
|
|
II-28-B
|
(2)
|
$
|
584,077.04
|
May 25, 2035
|
|
II-29-A
|
(2)
|
$
|
564,254.81
|
May 25, 2035
|
|
II-29-B
|
(2)
|
$
|
564,254.81
|
May 25, 2035
|
|
II-30-A
|
(2)
|
$
|
545,247.19
|
May 25, 2035
|
|
II-30-B
|
(2)
|
$
|
545,247.19
|
May 25, 2035
|
|
II-31-A
|
(2)
|
$
|
5,383,229.83
|
May 25, 2035
|
|
II-31-B
|
(2)
|
$
|
5,383,229.83
|
May 25, 2035
|
|
II-32-A
|
(2)
|
$
|
367,118.62
|
May 25, 2035
|
|
II-32-B
|
(2)
|
$
|
367,118.62
|
May 25, 2035
|
|
II-33-A
|
(2)
|
$
|
354,627.90
|
May 25, 2035
|
|
II-33-B
|
(2)
|
$
|
354,627.90
|
May 25, 2035
|
|
II-34-A
|
(2)
|
$
|
343,494.87
|
May 25, 2035
|
|
II-34-B
|
(2)
|
$
|
343,494.87
|
May 25, 2035
|
|
II-35-A
|
(2)
|
$
|
331,818.76
|
May 25, 2035
|
|
II-35-B
|
(2)
|
$
|
331,818.76
|
May 25, 2035
|
|
II-36-A
|
(2)
|
$
|
320,957.26
|
May 25, 2035
|
|
II-36-B
|
(2)
|
$
|
320,957.26
|
May 25, 2035
|
|
II-37-A
|
(2)
|
$
|
17,923,372.06
|
May 25, 2035
|
|
II-37-B
|
(2)
|
$
|
17,923,372.06
|
May 25, 2035
|
|
P
|
(3)
|
$
|
100.00
|
May 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
|
|
$
|
455,700,026.46
|
|
(2)
|
|
May 25, 2035
|
|
|
LT-IA1
|
|
$
|
1,304,570.00
|
|
(2)
|
|
May 25, 2035
|
|
|
LT-IA2
|
|
$
|
326,140.00
|
|
(2)
|
|
May 25, 2035
|
|
|
LT-IIA1
|
|
$
|
1,249,165.00
|
|
(2)
|
|
May 25, 2035
|
|
|
LT-IIA2
|
|
$
|
469,030.00
|
|
(2)
|
|
May 25, 2035
|
|
|
LT-IIA3
|
|
$
|
219,970.00
|
|
(2)
|
|
May 25, 2035
|
|
|
LT-M1
|
|
$
|
220,875.00
|
|
(2)
|
|
May 25, 2035
|
|
|
LT-M2
|
|
$
|
223,200.00
|
|
(2)
|
|
May 25, 2035
|
|
|
LT-M3
|
|
$
|
90,675.00
|
|
(2)
|
|
May 25, 2035
|
|
|
LT-M4
|
|
$
|
90,675.00
|
|
(2)
|
|
May 25, 2035
|
|
|
LT-M5
|
|
$
|
81,375.00
|
|
(2)
|
|
May 25, 2035
|
|
|
LT-M6
|
|
$
|
46,500.00
|
|
(2)
|
|
May 25, 2035
|
|
|
LT-M7
|
|
$
|
46,500.00
|
|
(2)
|
|
May 25, 2035
|
|
|
LT-M8
|
|
$
|
46,500.00
|
|
(2)
|
|
May 25, 2035
|
|
|
LT-M9
|
|
$
|
46,500.00
|
|
(2)
|
|
May 25, 2035
|
|
|
LT-B1
|
|
$
|
46,500.00
|
|
(2)
|
|
May 25, 2035
|
|
|
LT-B2
|
|
$
|
58,125.00
|
|
(2)
|
|
May 25, 2035
|
|
|
LT-B3A
|
|
$
|
17,175.00
|
|
(2)
|
|
May 25, 2035
|
|
|
LT-B3B
|
|
$
|
3,750.00
|
|
(2)
|
|
May 25, 2035
|
|
|
LT-ZZ
|
|
$
|
4,712,775.54
|
|
(2)
|
|
May 25, 2035
|
|
|
LT-IO
|
|
|
(4
|
)
|
(2)
|
|
May 25, 2035
|
|
|
LT-P
|
|
$
|
100.00
|
|
(3)
|
|
May 25, 2035
|
|
|
LT-1SUB
|
|
$
|
9,879.83
|
|
(2)
|
|
May 25, 2035
|
|
|
LT-1GRP
|
|
$
|
42,494.04
|
|
(2)
|
|
May 25, 2035
|
|
|
LT-2SUB
|
|
$
|
11,742.67
|
|
(2)
|
|
May 25, 2035
|
|
|
LT-2GRP
|
|
$
|
50,505.97
|
|
(2)
|
|
May 25, 2035
|
|
|
LT-XX
|
|
$
|
464,885,404.50
|
|
(2)
|
|
May 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
|
|
$
|
260,914,000.00
|
|
Class I—A-1 Pass Through
Rate
|
|
May 25, 2035
|
|
|
Class I-A-2
|
|
$
|
65,228,000.00
|
|
Class I—A-2 Pass Through
Rate
|
|
May 25, 2035
|
|
|
Class II-A-1
|
|
$
|
249,833,000.00
|
|
Class II—A-1 Pass Through
Rate
|
|
May 25, 2035
|
|
|
Class II-A-2
|
|
$
|
93,806,000.00
|
|
Class II—A-2 Pass Through
Rate
|
|
May 25, 2035
|
|
|
Class II-A-3
|
|
$
|
43,994,000.00
|
|
Class II—A-3 Pass Through
Rate
|
|
May 25, 2035
|
|
|
Class M-1
|
|
$
|
44,175,000.00
|
|
Class M-1 Pass Through
Rate
|
|
May 25, 2035
|
|
|
Class M-2
|
|
$
|
44,640,000.00
|
|
Class M-2 Pass Through
Rate
|
|
May 25, 2035
|
|
|
Class M-3
|
|
$
|
18,135,000.00
|
|
Class M-3 Pass Through
Rate
|
|
May 25, 2035
|
|
|
Class M-4
|
|
$
|
18,135,000.00
|
|
Class M-4 Pass Through
Rate
|
|
May 25, 2035
|
|
|
Class M-5
|
|
$
|
16,275,000.00
|
|
Class M-5 Pass Through
Rate
|
|
May 25, 2035
|
|
|
Class M-6
|
|
$
|
9,300,000.00
|
|
Class M-6 Pass Through
Rate
|
|
May 25, 2035
|
|
|
Class M-7
|
|
$
|
9,300,000.00
|
|
Class M-7 Pass—Through
Rate
|
|
May 25, 2035
|
|
|
Class M-8
|
|
$
|
9,300,000.00
|
|
Class M-8 Pass Through
Rate
|
|
May 25, 2035
|
|
|
Class M-9
|
|
$
|
9,300,000.00
|
|
Class M-9 Pass Through
Rate
|
|
May 25, 2035
|
|
|
Class B-1
|
|
$
|
9,300,000.00
|
|
Class B-1 Pass Through
Rate
|
|
May 25, 2035
|
|
|
Class B-2
|
|
$
|
11,625,000.00
|
|
Class B-2 Pass Through
Rate
|
|
May 25, 2035
|
|
|
Class B-3A
|
|
$
|
3,435,000.00
|
|
Class B-3 Pass Through
Rate
|
|
May 25, 2035
|
|
|
Class B-3B
|
|
$
|
750,000.00
|
|
Class B-3 Pass Through
Rate
|
|
May 25, 2035
|
|
|
Class X (2)
|
|
$
|
12,555,054.00
|
|
Class X Pass Through Rate
|
|
May 25, 2035
|
|
|
Class P
|
|
$
|
100.00
|
|
N/A (3)
|
|
May 25, 2035
|
|
|
Class IO Interest
|
|
|
(4
|
)
|
(5
|
)
|
May 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 Servicer, 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 the
Servicer), or (y) as provided in Section 3.01 hereof, but in
no event below the standard set forth in clause (x).
Accepted Servicing
Practices : As defined in
Section 3.01.
Account : Either the Distribution Account or the
Custodial Account.
Accrual Period
: With respect to the Group I, Group
II, Subordinate and Class X Certificates and any Distribution Date,
the period commencing on the immediately preceding Distribution
Date (or with respect to the first Accrual Period, the Closing
Date) and ending on the day immediately preceding the related
Distribution Date. All calculations of interest on the Group I,
Group II, Subordinate and Class X Certificates will be based on a
360-day year and the actual number of days elapsed in the related
Accrual Period.
Adjustment Date
: With respect to each adjustable
rate Mortgage Loan, the first day of the month in which the
Mortgage Rate of such Mortgage Loan changes pursuant to the related
Mortgage Note. The first Adjustment Date following the Cut-Off Date
as to each adjustable rate Mortgage Loan is set forth in the Loan
Schedule.
Advance : An advance of delinquent payments of principal
or interest in respect of a Mortgage Loan required to be made by
the Servicer or by the Master Servicer pursuant to
Section 5.01.
Advance Facility
: As defined in
Section 5.01(b)(i).
Advance Facility
Notice : As defined in
Section 5.01(b)(ii).
Advance Financing
Person : As defined in
Section 5.01(b)(i).
Advance Reimbursement
Amount : As defined in
Section 5.01(b)(ii).
Affected Party
: As defined in the Swap
Agreement.
Aggregate Loan Balance
: With respect to the Mortgage Loans
and any Distribution Date, the aggregate of the Stated Principal
Balances of the Mortgage Loans as of the last day of the related
Due Period.
Aggregate Loan Group
Balance: With respect to
any Loan Group and any Distribution Date, the aggregate of the
Stated Principal Balances of the Mortgage Loans in such Loan Group
as of the last day of the related Due Period.
Agreement : This Pooling and Servicing Agreement and any
and all amendments or supplements hereto made in accordance with
the terms herein.
Amount Held for Future
Distribution : As to any
Distribution Date, the aggregate amount held in the
Servicer’s Custodial Account at the close of business on the
immediately preceding Determination Date on account of (i) all
Scheduled Payments or portions thereof received in respect of the
Mortgage Loans due after the related Due Period and (ii) Principal
Prepayments and Liquidation Proceeds received in respect of the
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 May 2035.
Authorized Servicer
Representative : Any
officer of the Servicer involved in, or responsible for, the
administration and servicing of the Mortgage Loans whose name and
facsimile signature appear on a list of servicing officers
furnished to the Trustee and the Master Servicer by the Servicer on
the Closing Date, as such list may from time to time be
amended.
Available Distribution
Amount : The sum of the
Interest Remittance Amount and Principal 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
City of New York, New York, the State of California, the State of
Maryland, the State of Minnesota, the city in which any Corporate
Trust Office of the Securities Administrator is located or the
States in which the Servicer’s servicing operations are
located are authorized or obligated by law or executive order to be
closed.
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, Class B-2, Class B-3A
and Class B-3B Certificates are 0.270%, 0.310%, 0.120%, 0.220%,
0.380%, 0.470%, 0.490%, 0.510%, 0.610%, 0.640%, 0.690%, 1.200%,
1.350%, 1.750%, 3.000%, 3.000%, 3.000% and 3.000%, 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, Class B-2, Class B-3A and Class B-3B Certificates are 0.540%,
0.620%, 0.240%, 0.440%, 0.760%, 0.705%, 0.735%, 0.765%, 0.915%,
0.960%, 1.035%, 1.800%, 2.025%, 2.625%, 4.500%, 4.500%, 4.500% and
4.500%, 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 $930,000,054.51.
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, Class B-2, Class
B-3A and Class B-3B 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, 3.000% or
(B) after the first possible Optional Termination Date, 4.500% 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 93.90% 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 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, 3.000% or
(B) after the first possible Optional Termination Date, 4.500% 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 96.40% 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-3A Certificate
: Any Certificate designated as a
“Class B-3A 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-3A
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-3B Certificate
: Any Certificate designated as a
“Class B-3B 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-3B
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-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, 3.000% or (B) after the first possible Optional
Termination Date, 4.500% and (ii) the applicable Net Funds
Cap.
Class B-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, will be the amount, if any, by which (x) the sum of (i) the
Certificate Principal Balances of the Senior Certificates, the
Mezzanine Certificates, the Class B-1 Certificates and the Class
B-2 Certificates, in each case, after giving effect to payments on
such Distribution Date and (ii) the aggregate Certificate Principal
Balances of the Class B-3A Certificates and Class B-3B Certificates
immediately prior to such Distribution Date exceeds (y) the lesser
of (A) the product of (i) approximately 97.30% 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 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, 0.270% or
(B) after the first possible Optional Termination Date, 0.540% 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, 0.310% or
(B) after the first possible Optional Termination Date, 0.620% 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, 0.120% or
(B) after the first possible Optional Termination Date, 0.240% 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, 0.220% or
(B) after the first possible Optional Termination Date, 0.440% 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, 0.380% or
(B) after the first possible Optional Termination Date, 0.760% 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, 0.470% or
(B) after the first possible Optional Termination Date, 0.705% 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)
63.00% 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, 0.490% or
(B) after the first possible Optional Termination Date, 0.735% 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) 72.60% 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, 0.510% or
(B) after the first possible Optional Termination Date, 0.765% 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) 76.50% 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, 0.610% or
(B) after the first possible Optional Termination Date, 0.915% 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) 80.40% 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, 0.640% or
(B) after the first possible Optional Termination Date, 0.960% 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) 83.90% 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-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, 0.690% or
(B) after the first possible Optional Termination Date, 1.035% 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) 85.90% 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-7 Certificate
: Any Certificate designated as a
“Class M-7 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-7
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-7 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, 1.200% or
(B) after the first possible Optional Termination Date, 1.800% and
(ii) the applicable Net Funds Cap.
Class M-7 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, Class M-5 and Class M-6 Certificates, in each
case, after giving effect to payments on such Distribution Date and
(ii) the Certificate Principal Balance of the Class M-7
Certificates immediately prior to such Distribution Date exceeds
(y) the lesser of (A) the product of (i) 87.90% 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-8 Certificate
: Any Certificate designated as a
“Class M-8 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-8
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-8 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, 1.350% or
(B) after the first possible Optional Termination Date, 2.025% and
(ii) the applicable Net Funds Cap.
Class M-8 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, Class M-5, Class M-6 and Class M-7
Certificates, in each case, after giving effect to payments on such
Distribution Date and (ii) the Certificate Principal Balance of the
Class M-8 Certificates immediately prior to such Distribution Date
exceeds (y) the lesser of (A) the product of (i) 89.90% 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-9 Certificate
: Any Certificate designated as a
“Class M-9 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-9
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-9 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, 1.750% or
(B) after the first possible Optional Termination Date, 2.625% and
(ii) the applicable Net Funds Cap.
Class M-9 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, Class M-5, Class M-6, Class M-7 and Class M-8
Certificates, in each case, after giving effect to payments on such
Distribution Date and (ii) the Certificate Principal Balance of the
Class M-9 Certificates immediately prior to such Distribution Date
exceeds (y) the lesser of (A) the product of (i) 91.90% 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 P Certificate
: Any Certificate designated as a
“Class P Certificate” on the face thereof, in the form
of Exhibit A-5 hereto, representing the right to its Percentage
Interest of distributions provided for the Class P Certificates as
set forth herein and evidencing (i) a REMIC Regular Interest in
REMIC III, (ii) the right to receive the related Basis Risk
Shortfall and (iii) the obligation to pay any Class IO Distribution
Amount.
Class P Certificate
Account : The Eligible
Account established and maintained by the Securities Administrator
pursuant to Section 5.09.
Class R Certificate
: Any Certificate designated as a
“Class R” Certificate on the face thereof in the form
of Exhibit A-6 hereto, representing the right to its Percentage
Interest of distributions provided for the Class R Certificates as
set forth herein and evidencing the Class R-I Interest, Class R-II
Interest and Class R-III Interest.
Class R-I Interest
: The uncertificated residual
interest in REMIC I.
Class R-II Interest
: The uncertificated residual
interest in REMIC II.
Class R-III Interest
: The uncertificated residual
interest in REMIC III.
Class X Certificate
: Any Certificate designated as a
“Class X Certificate” on the face thereof, in the form
of Exhibit A-4 hereto, representing the right to its Percentage
Interest of distributions provided for the Class X Certificates as
set forth herein and evidencing (i) a REMIC Regular Interest in
REMIC III, (ii) the right to receive the related Basis Risk
Shortfall and (iii) the obligation to pay any Class IO Distribution
Amount.
Class X Distribution
Amount : With respect to
any Distribution Date and the Class X Certificates, the sum of (i)
the Excess Corridor Payment, (ii) the Current Interest and
Carryforward Interest and (iii) any Overcollateralization Release
Amount for such Distribution Date remaining after payments pursuant
to items 1 though 30 of Section 5.04(iii); provided, however
that on and after the Distribution Date on which the Certificate
Principal Balances of the Publicly Offered Certificates and the
Class B Certificates have been reduced to zero, the Class X
Distribution Amount shall include the Overcollateralization
Amount.
Class X Pass-Through
Rate : On any
Distribution Date, a per annum rate equal to the percentage
equivalent of a fraction, the numerator of which is the sum of the
amounts calculated pursuant to clauses (A) through (T) below, and
the denominator of which is the aggregate of the Uncertificated
Principal Balances of REMIC II Regular Interest LT-AA, REMIC II
Regular Interest LT-IA1, REMIC II Regular Interest LT-IA2, REMIC II
Regular Interest LT-IIA1, REMIC II Regular Interest LT-IIA2, REMIC
II Regular Interest LT-IIA3, REMIC II Regular Interest LT-M1, REMIC
II Regular Interest LT-M2, REMIC II Regular Interest LT-M3, REMIC
II Regular Interest LT-M4, REMIC II Regular Interest LT-M5, REMIC
II Regular Interest LT-M6, REMIC II Regular Interest LT-M7, REMIC
II Regular Interest LT-M8, REMIC II Regular Interest LT-M9, REMIC
II Regular Interest LT-B1, REMIC II Regular Interest LT-B2, REMIC
II Regular Interest LT-B3A, REMIC II Regular Interest LT-B3B and
REMIC II Regular Interest LT-ZZ. For purposes of calculating the
Pass-Through Rate for the Class X Certificates, the numerator
is equal to the sum of the following components:
(A) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular
Interest LT-AA minus the Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance of REMIC II Regular Interest
LT-AA;
(B) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular
Interest LT-IA1 minus the Marker Rate, applied to an amount equal
to the Uncertificated Principal Balance of REMIC II Regular
Interest LT-IA1;
(C) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular
Interest LT-IA2 minus the Marker Rate, applied to an amount equal
to the Uncertificated Principal Balance of REMIC II Regular
Interest LT-IA2;
(D) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular
Interest LT-IIA1, minus the Marker Rate, applied to an amount equal
to the Uncertificated Principal Balance of REMIC II Regular
Interest LT-IIA1;
(E) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular
Interest LT-IIA2, minus the Marker Rate, applied to an amount equal
to the Uncertificated Principal Balance of REMIC II Regular
Interest LT-IIA2;
(F) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular
Interest LT-IIA3, minus the Marker Rate, applied to an amount equal
to the Uncertificated Principal Balance of REMIC II Regular
Interest LT-IIA3;
(G) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular
Interest LT-M1 minus the Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance of REMIC II Regular Interest
LT-M1;
(H) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular
Interest LT-M2 minus the Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance of REMIC II Regular Interest
LT-M2;
(I) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular
Interest LT-M3 minus the Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance of REMIC II Regular Interest
LT-M3;
(J) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular
Interest LT-M4 minus the Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance of REMIC II Regular Interest
LT-M4;
(K) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular
Interest LT-M5 minus the Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance of REMIC II Regular Interest
LT-M5; and
(L) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular
Interest LT-M6 minus the Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance of REMIC II Regular Interest
LT-M6;
(M) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular
Interest LT-M7 minus the Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance of REMIC II Regular Interest
LT-M7;
(N) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular
Interest LT-M8 minus the Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance of REMIC II Regular Interest
LT-M8;
(O) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular
Interest LT-M9 minus the Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance of REMIC II Regular Interest
LT-M9;
(P) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular
Interest LT-B1 minus the Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance of REMIC II Regular Interest
LT-B1;
(Q) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular
Interest LT-B2 minus the Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance of REMIC II Regular Interest
LT-B2;
(R) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular
Interest LT-B3A minus the Marker Rate, applied to an amount equal
to the Uncertificated Principal Balance of REMIC II Regular
Interest LT-B3A;
(S) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular
Interest LT-B3B minus the Marker Rate, applied to an amount equal
to the Uncertificated Principal Balance of REMIC II Regular
Interest LT-B3B; and
(T) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular
Interest LT-ZZ minus the Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance of REMIC II Regular Interest
LT-ZZ.
Cleanup Call
: As defined in
Section 10.01.
Closing Date
: August 30, 2005.
Code : The Internal Revenue Code of 1986, including
any successor or amendatory provisions.
Combined Loan-to-Value
Ratio : With respect to
any Mortgage Loan as of any Determination Date, the ratio on such
Determination Date of the Stated Principal Balance of the Mortgage
Loan and any other mortgage loan which is secured by a lien on the
related Mortgaged Property to the Appraised Value of the Mortgaged
Property.
Compensating Interest
: With respect to any Distribution
Date, an amount to be deposited in the Distribution Account by the
Servicer or the Master Servicer to offset a Prepayment Interest
Shortfall on a Mortgage Loan in accordance with this Agreement;
provided, however that the amount of Compensating Interest required
to be paid in respect of the Mortgage Loans shall not exceed the
Servicing Fee payable to the Servicer or, in the case of the Master
Servicer, shall not exceed the Master Servicing Compensation
payable to the Master Servicer with respect to the related
Prepayment Period.
Confirmation and
Agreement : The
Confirmation and Agreement dated August 30, 2005, reference numbers
679981 and 679986, evidencing the Corridor Contract.
Corporate Trust Office
: The principal corporate trust
office of the Trustee which office at the date of the execution of
this instrument is located at 452 Fifth Avenue, New York, New York
10018, Attention: Nomura Home Equity Loan, Inc., 2005-FM1 or at
such other address as the Trustee may designate from time to time
by notice to the Certificateholders, the Depositor, the Master
Servicer, the Securities Administrator and the Servicer. The office
of the Securities
Administrator, which for purposes of
Certificate transfers and surrender is located at Wells Fargo Bank,
N.A., Sixth Street and Marquette Avenue, Minneapolis, Minnesota
55479, Attention: Corporate Trust Services – Client Manager
(NHEL 2005-FM1), and for all other purposes is located at Wells
Fargo Bank, N.A., P.O. Box 98, Columbia, Maryland 21046, Attention:
Corporate Trust Services – Client Manager (NHEL 2005-FM1) (or
for overnight deliveries, at 9062 Old Annapolis Road, Columbia,
Maryland 21045, Attention: Corporate Trust Services – Client
Manager (NHEL 2005-FM1)).
Corresponding
Certificate : With
respect to:
|
(i)
|
REMIC II Regular Interest LT-IA1, the Class
I-A-1 Certificates;
|
|
(ii)
|
REMIC II Regular Interest LT-IA2, the Class
I-A-2 Certificates;
|
|
(iii)
|
REMIC II Regular Interest LT-IIA1, the Class
II-A-1 Certificates;
|
|
(iv)
|
REMIC II Regular Interest LT-IIA2, the Class
II-A-2 Certificates;
|
|
(v)
|
REMIC II Regular Interest LT-IIA3, the Class
II-A-3 Certificates;
|
|
(vi)
|
REMIC II Regular Interest LT-M1, the Class M-1
Certificates;
|
|
(vii)
|
REMIC II Regular Interest LT-M2, the Class M-2
Certificates;
|
|
(viii)
|
REMIC II Regular Interest LT-M3, the Class M-3
Certificates;
|
|
(ix)
|
REMIC II Regular Interest LT-M4, the Class M-4
Certificates;
|
|
(x)
|
REMIC II Regular Interest LT-M5, the Class M-5
Certificates;
|
|
(xi)
|
REMIC II Regular Interest LT-M6, the Class M-6
Certificates;
|
|
(xii)
|
REMIC II Regular Interest LT-M7, the Class M-7
Certificates;
|
|
(xiii)
|
REMIC II Regular Interest LT-M8, the Class M-8
Certificates;
|
|
(xiv)
|
REMIC II Regular Interest LT-M9, the Class M-9
Certificates;
|
|
(xv)
|
REMIC II Regular Interest LT-B1, the Class B-1
Certificates;
|
|
(xvi)
|
REMIC II Regular Interest LT-B2, the Class B-2
Certificates;
|
|
(xvii)
|
REMIC II Regular Interest LT-B3A, the Class B-3A
Certificates;
|
|
(xviii)
|
REMIC II Regular Interest LT-B3B, the Class B-3B
Certificates; and
|
|
(xix)
|
REMIC II Regular Interest LT-P, the Class P
Certificates.
|
Corridor Contract
: The transaction evidenced by the
Confirmation and Agreement for the benefit of the
Certificateholders.
Corridor Contract
Counterparty : Swiss Re
Financial Products Corporation, and any permitted successors and
assigns pursuant to the Corridor Contract.
Corridor Contract Payment
Amount : The amount, if
any, paid to the Securities Administrator, on behalf of the Trust
Fund, by the Corridor Contract Counterparty for the benefit of the
Trust Fund in respect of the Corridor Contract.
Corridor Contract Termination
Date : The Distribution
Date in August 2007.
Credit Risk Management
Agreement : The agreement
between the Credit Risk Manager and the Servicer and/or Master
Servicer, dated as of August 30, 2005.
Credit Risk Management
Fee : As to each Mortgage
Loan and any Distribution Date, an amount equal to 1/12th of the
Credit Risk Management Fee Rate multiplied by the Stated
Principal Balance of such Mortgage
Loan as of the last day of the related Due Period. The Credit Risk
Management Fee shall be payable to the Credit Risk Manager and/or
the Seller pursuant to Section 3.32(a)(vii) and
3.33(b).
Credit Risk Management Fee
Rate : 0.015% per
annum.
Credit Risk Manager
: The Murrayhill Company, a Colorado
corporation, and its successors and assigns.
Current Interest
: With respect to any Class of
Publicly Offered Certificates and Class B Certificates and any
Distribution Date, the amount of interest accruing at the
applicable Pass-Through Rate on the related Certificate Principal
Balance during the related Accrual Period; provided, that as to
each Class of Publicly Offered Certificates and Class B
Certificates, the Current Interest will be reduced by a pro rata
portion of any Net Interest Shortfalls to the extent not covered by
excess interest. No Current Interest will be payable with respect
to any Class of Publicly Offered Certificates or Class B
certificate after the Distribution Date on which the outstanding
Certificate Principal Balance of such Certificate has been reduced
to zero.
Custodial Account
: The account established and
maintained by the Servicer with respect to receipts on the Mortgage
Loans and related REO Properties in accordance with
Section 3.26(b).
Custodial Agreement
: The Custodial Agreement dated as
of August 1, 2005 among Wells Fargo, in its capacity as Custodian,
the Servicer and the Trustee
Custodian : Wells Fargo Bank, N.A.
Cut-off Date
: August 1, 2005.
Cut-off Date Principal
Balance : As to any
Mortgage Loan, the unpaid principal balance thereof as of the close
of business on the Cut-off Date after application of all Principal
Prepayments received prior to the Cut-off Date and scheduled
payments of principal due on or before the Cut-off Date, whether or
not received, but without giving effect to any installments of
principal received in respect of Due Dates after the Cut-off
Date.
Debt Service Reduction
: With respect to any Mortgage Loan,
a reduction by a court of competent jurisdiction in a proceeding
under the Bankruptcy Code in the Scheduled Payment for such
Mortgage Loan that became final and non-appealable, except such a
reduction resulting from a Deficient Valuation or any other
reduction that results in a permanent forgiveness of
principal.
Defaulting Party
: As defined in the Swap
Agreement.
Deferred Amount
: With respect to the Class I-A-2
Certificates or any Class of Subordinate Certificates and any
Distribution Date, the amount by which (x) the aggregate of the
Applied Loss Amounts previously applied in reduction of the
Certificate Principal Balance thereof exceeds (y) the aggregate of
amounts previously paid in reimbursement thereof and the
amount by which the Certificate
Principal Balance of any such Class has been increased due to the
collection of Subsequent Recoveries.
Deficient Valuation
: With respect to any Mortgage Loan,
a valuation by a court of competent jurisdiction of the Mortgaged
Property in an amount less than the then outstanding indebtedness
under such Mortgage Loan, or any reduction in the amount of
principal to be paid in connection with any Scheduled Payment that
results in a permanent forgiveness of principal, which valuation or
reduction results from an order of such court that is final and
non-appealable in a proceeding under the Bankruptcy
Code.
Definitive
Certificates : As defined
in Section 6.06.
Deleted Mortgage Loan
: A Mortgage Loan replaced or to be
replaced by a Replacement Mortgage Loan.
Delinquency Rate
: With respect to the Mortgage Loans
and any calendar month will be, generally, the fraction, expressed
as a percentage, the numerator of which is the Aggregate Loan
Balance of all Mortgage Loans sixty (60) or more days delinquent
(including all Mortgage Loans in bankruptcy or foreclosure and all
REO Properties) as of the close of business on the last day of such
month, and the denominator of which is the Aggregate Loan Balance
of all Mortgage Loans as of the close of the last day of the
related Due Period.
Delinquent
: A Mortgage Loan is
“delinquent” if any payment due thereon is not made
pursuant to the terms of such Mortgage Loan by the close of
business on the day such payment is scheduled to be due. A Mortgage
Loan is “30 days delinquent” if such payment has not
been received by the close of business on the corresponding day of
the month immediately succeeding the month in which such payment
was due, or, if there is no such corresponding day (e.g., as when a
30-day month follows a 31-day month in which a payment was due on
the 31st day of such month), then on the last day of such
immediately succeeding month. Similarly for “60 days
delinquent,” “90 days delinquent” and so
on.
Denomination
: With respect to each Certificate,
the amount set forth on the face thereof as the “Initial
Certificate Principal Balance of this
Certificate”.
Depositor : Nomura Home Equity Loan, Inc., a Delaware
corporation, or its successor in interest.
Depository
: The initial Depository shall be
The Depository Trust Company (“DTC”), the nominee of
which is Cede & Co., or any other organization registered as a
“clearing agency” pursuant to Section 17A of the
Exchange Act. The Depository shall initially be the registered
Holder of the Book-Entry Certificates. The Depository shall at all
times be a “clearing corporation” as defined in
Section 8-102(a)(5) of the Uniform Commercial Code of the
State of New York.
Depository Agreement
: With respect to the Class of
Book-Entry Certificates, the agreement among the Depositor, the
Trustee and the initial Depository, dated as of the Closing Date,
substantially in the form of Exhibit I.
Depository Participant
: A broker, dealer, bank or other
financial institution or other Person for whom from time to time a
Depository effects book-entry transfers and pledges of securities
deposited with the Depository.
Determination Date
: With respect to any Distribution
Date, the 15th day of the month of such Distribution Date or, if
such 15th day is not a Business Day, the immediately preceding
Business Day.
Distribution Account
: The separate Eligible Account
created and maintained by the Securities Administrator pursuant to
Section 3.31 in the name of the Trustee for the benefit of the
Certificateholders and designated “HSBC Bank USA, National
Association, in trust for registered holders of Nomura Home Equity
Loan, Inc., Asset-Backed Certificates, Series 2005-FM1”.
Funds in the Distribution Account shall be held in trust for the
Certificateholders for the uses and purposes set forth in this
Agreement.
Distribution Date
: The twenty-fifth (25 th
) day of each calendar month after the initial issuance of the
Certificates, or if such twenty-fifth (25 th ) day is
not a Business Day, the next succeeding Business Day, commencing in
September 2005.
Due Date : As to any Mortgage Loan, the date in each
month on which the related Scheduled Payment is due, as set forth
in the related Mortgage Note.
Due Period
: With respect to any Distribution
Date, the period from the second day of the calendar month
preceding the calendar month in which such Distribution Date occurs
through the close of business on the first day of the calendar
month in which such Distribution Date occurs.
Eligible Account
: Any of (i) an account or accounts
maintained with a federal or state chartered depository institution
or trust company, the long-term unsecured debt obligations and
short-term unsecured debt obligations of which are rated by each
Rating Agency in one of its two highest long-term and its highest
short-term rating categories respectively, at the time any amounts
are held on deposit therein, or (ii) an account or accounts in a
depository institution or trust company in which such accounts are
insured by the FDIC (to the limits established by the FDIC) and the
uninsured deposits in which accounts are otherwise secured such
that, as evidenced by an Opinion of Counsel delivered to the
Trustee and to each Rating Agency, the Certificateholders have a
claim with respect to the funds in such account or a perfected
first priority security interest against any collateral (which
shall be limited to Permitted Investments) securing such funds that
is superior to claims of any other depositors or creditors of the
depository institution or trust company in which such account is
maintained, or (iii) a segregated, non-interest bearing trust
account or accounts maintained with the corporate trust department
of a federal or state chartered depository institution or trust
company having capital and surplus of not less than $50,000,000,
acting in its fiduciary capacity or (iv) any other account
acceptable to the Rating Agencies as evidenced in writing by the
Rating Agencies. Eligible Accounts may bear interest, and may
include, if otherwise qualified under this definition, accounts
maintained with the Trustee or Securities Administrator.
Escrow Account
: Shall mean the account or accounts
maintained by the Servicer pursuant to Section 3.29. Each
Escrow Account shall be an Eligible Account.
ERISA : The Employee Retirement Income Security Act of
1974, as amended.
ERISA Restricted
Certificate : Prior to
