Common use of Net WAC Clause in Contracts

Net WAC. Cap Account ------------------- The account established and maintained pursuant to Section 3A.03. Net WAC Cap Carryover --------------------- With respect to the Class AF-1, Class AV-1, Class AV-2, Class B-1, Class B-2 and Class B-3 Certificates and any Distribution Date, the sum of (a) the excess, if any, of the Interest Distribution Amount for such Class for such Distribution Date, calculated at its Pass-Through Rate (without regard to the applicable Net WAC Cap), over the actual Interest Distribution Amount for such Class for such Distribution Date, and (b) any related Net WAC Cap Carryover remaining unpaid from the prior Distribution Date, together with interest accrued thereon at its Pass-Through Rate (without regard to the applicable Net WAC Cap) during the related Interest Accrual Period. Net WAC Cap Deposit Amount -------------------------- As to any Distribution Date, an amount equal to the sum of (a) the aggregate Net WAC Cap Carryover for such Distribution Date plus (b) the amount, if any, needed to increase the aggregate amount on deposit in the Net WAC Cap Account (after giving effect to all payments to be made pursuant to Section 4.02(f)) to $10,000. Net WAC Rate ------------ As to any Distribution Date, a rate equal to the weighted average of the Adjusted Net Mortgage Rates of all Outstanding Loans, such weighted average to be calculated based on the principal balances of such Outstanding Loans as of the first day of the related Due Period on the basis of either (a) a 360-day year and the actual number of days elapsed in the related Interest Accrual Period or (b) a 360-day year made up of twelve 30-day months, as applicable. Nonrecoverable Advance ---------------------- Any portion of an Advance previously made or proposed to be made by the Servicer that, in the good faith judgment of the Servicer, will not be ultimately recoverable by the Servicer from the related Mortgagor, related Liquidation Proceeds or otherwise. Notice of Final Distribution ---------------------------- The notice to be provided pursuant to Section 9.02 to the effect that final distribution on any of the Certificates shall be made only upon presentation and surrender thereof. Offered Certificates -------------------- The certificates representing "regular interests" in REMIC 2, which are designated as the Senior Certificates and the Subordinate Certificates. Officer's Certificate --------------------- A certificate (a) signed by the Chairman of the Board, the Vice Chairman of the Board, the President, a Managing Director, a Vice President (however denominated), an Assistant Vice President, the Treasurer, the Secretary, or one of the Assistant Treasurers or Assistant Secretaries of the Depositor or the Servicer, or (b), if provided for in this Agreement, signed by a Servicing Officer, as the case may be, and delivered to the Depositor and the Trustee, as the case may be, as required by this Agreement.

Net WAC. Cap Account ------------------- The account established and maintained pursuant to Section 3A.03. Net WAC Cap Carryover --------------------- With respect to the Class AF-1, Class AV-1, Class AV-2, Class B-1, B-1 and Class B-2 and Class B-3 Certificates and any Distribution Date, the sum of (a) the excess, if any, of the Interest Distribution Amount for such Class for such Distribution Date, calculated at its Pass-Through Rate (without regard to the applicable Net WAC Cap) (subject to a maximum rate of 14.00%), over the actual Interest Distribution Amount for such Class for such Distribution Date, and (b) any related Net WAC Cap Carryover remaining unpaid from the prior Distribution DateDates, together with one month of interest accrued thereon at its Pass-Through Rate (without regard to the applicable Net WAC Cap) during the related Interest Accrual Period). Net WAC Cap Deposit Amount -------------------------- As to any Distribution Date, an amount equal to the sum of (a) the aggregate Net WAC Cap Carryover for such Distribution Date plus (b) the amount, if any, needed to increase the aggregate amount on deposit in the Net WAC Cap Account (after giving effect to all payments to be made pursuant to Section 4.02(f)) to $10,000. Net WAC Rate ------------ As to any Distribution Date, a rate equal to the weighted average of the Adjusted Net Mortgage Rates of all Outstanding Loans, such weighted average to be calculated based on the principal balances of such Outstanding Loans as of the first day of the related Due Period on the basis of either (a) a 360-day year and the actual number of days elapsed in the related Interest Accrual Period or (b) a 360-day year made up of twelve 30-day months, as applicable. Nonrecoverable Advance ---------------------- Any portion of an Advance previously made or proposed to be made by the Servicer that, in the good faith judgment of the Servicer, will not be ultimately recoverable by the Servicer from the related Mortgagor, related Liquidation Proceeds or otherwise. Notice of Final Distribution ---------------------------- The notice to be provided pursuant to Section 9.02 to the effect that final distribution on any of the Certificates shall be made only upon presentation and surrender thereof. Offered Certificates -------------------- The certificates representing "regular interests" in REMIC 2, which are designated as the Senior Certificates and the Subordinate Certificates. Officer's Certificate --------------------- A certificate (a) signed by the Chairman of the Board, the Vice Chairman of the Board, the President, a Managing Director, a Vice President (however denominated), an Assistant Vice President, the Treasurer, the Secretary, or one of the Assistant Treasurers or Assistant Secretaries of the Depositor or the Servicer, or (b), if provided for in this Agreement, signed by a Servicing Officer, as the case may be, and delivered to the Depositor and the Trustee, as the case may be, as required by this Agreement.

Net WAC. Cap Account ------------------- The account established and maintained pursuant to Section 3A.03. Net WAC Cap Carryover --------------------- With respect to the Class AF-1, AF-1 Certificates and the Class AV-1, Class AV-2, Class B-1, Class B-2 and Class B-3 AV-1 Certificates and any Distribution Date, the sum of (a) the excess, if any, of the Interest Distribution Amount for such Class for such Distribution Date, calculated at its Pass-Through Rate (without regard to the applicable Net WAC Cap) (subject to a maximum rate of 14.00% with respect to the Class AV-1 Certificates and a maximum rate of 10.00% with respect to the Class AF-1 Certificates), over the actual Interest Distribution Amount for such Class for such Distribution Date, and (b) any related Net WAC Cap Carryover remaining unpaid from the prior Distribution DateDates, together with one month of interest accrued thereon at its Pass-Through Rate (without regard to the applicable Net WAC Cap) during the related Interest Accrual Period). Net WAC Cap Deposit Amount -------------------------- As to any Distribution Date, an amount equal to the sum of (a) the aggregate Net WAC Cap Carryover for such Distribution Date plus (b) the amount, if any, needed to increase the aggregate amount on deposit in the Net WAC Cap Account (after giving effect to all payments to be made pursuant to Section 4.02(f)) to $10,000. Net WAC Rate ------------ As to any Distribution Date, a rate equal to the weighted average of the Adjusted Net Mortgage Rates of all Outstanding Loans, such weighted average to be calculated based on the principal balances of such Outstanding Loans as of the first day of the related Due Interest Accrual Period on the basis of either (a) a 360-day year and the actual number of days elapsed in the related Interest Accrual Period or (b) a 360-day year made up of twelve 30-day months, as applicable. Nonrecoverable Advance ---------------------- Any portion of an Advance previously made or proposed to be made by the Servicer that, in the good faith judgment of the Servicer, will not be ultimately recoverable by the Servicer from the related Mortgagor, related Liquidation Proceeds or otherwise. Notice of Final Distribution ---------------------------- The notice to be provided pursuant to Section 9.02 to the effect that final distribution on any of the Certificates shall be made only upon presentation and surrender thereof. Offered Certificates -------------------- The certificates representing "regular interests" in REMIC 2, which are designated as the Senior Certificates and the Subordinate Certificates. Officer's Certificate --------------------- A certificate (a) signed by the Chairman of the Board, the Vice Chairman of the Board, the President, a Managing Director, a Vice President (however denominated), an Assistant Vice President, the Treasurer, the Secretary, or one of the Assistant Treasurers or Assistant Secretaries of the Depositor or the Servicer, or (b), if provided for in this Agreement, signed by a Servicing Officer, as the case may be, and delivered to the Depositor and the Trustee, as the case may be, as required by this Agreement. Opinion of Counsel ------------------ A written opinion of counsel, who may be counsel for the Depositor or the Servicer, including, in-house counsel, reasonably acceptable to the Trustee; provided, however, that with respect to the interpretation or application of the REMIC Provisions, such counsel must (a) in fact be independent of the Depositor and the Servicer, (b) not have any direct financial interest in the Depositor or the Servicer or in any affiliate of either, and (c) not be connected with the Depositor or the Servicer as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions. Optional Termination Date ------------------------- The first Distribution Date following the date on which the Optional Termination may be exercised by the Servicer. Optional Termination -------------------- The termination of the trust created hereunder in connection with the purchase of the Loans pursuant to Section 9.01(a) hereof. Original Loan ------------- The mortgage loan refinanced in connection with the origination of a Refinance Loan. OTS --- The Office of Thrift Supervision.

Net WAC. Cap Account ------------------- The account established and maintained pursuant to Section 3A.03. Net WAC Cap Carryover --------------------- With respect to the Class AF-1, Class AV-1, Class AV-2, Class B-1, Class B-2 and Class B-3 Certificates and any Distribution Date, the sum of (a) the excess, if any, of the Interest Distribution Amount for such Class for such Distribution Date, calculated at its Pass-Through Rate (without regard to the applicable Net WAC Cap), over the actual Interest Distribution Amount for such Class for such Distribution Date, and (b) any related Net WAC Cap Carryover remaining unpaid from the prior Distribution Date, together with interest accrued thereon at its Pass-Through Rate (without regard to the applicable Net WAC Cap) during the related Interest Accrual Period. Net WAC Cap Deposit Amount -------------------------- ----------- As to any Distribution Date, an amount the per annum rate equal to the sum of to: (a) with respect to the aggregate Class AF-3, Class AF-4, Class AF-5 and Class AF-6 Certificates, the weighted average Adjusted Net WAC Cap Carryover for such Distribution Date plus (b) Mortgage Rate of the amount, if any, needed Group I Loans as of the first day of the Due Period relating to increase the aggregate amount on deposit in the Net WAC Cap Account (after giving effect to all payments to be made pursuant to Section 4.02(f)) to $10,000. Net WAC Rate ------------ As to any that Distribution Date, a rate equal to weighted on the weighted average basis of the Adjusted Net Mortgage Rates aggregate principal balance of all Outstanding Loans, such weighted average to be calculated based on the principal balances of such Outstanding Group I Loans as of the first day of the related Due Period (calculated on the basis of either a 360-day year made up of twelve 30-day months); (ab) with respect to the Class AF-1 and Class AF-2 Certificates, the weighted average Adjusted Net Mortgage Rate of the Group I Loans as of the first day of the Due Period relating to that Distribution Date, weighted on the basis of the aggregate principal balance of the Group I Loans as of the first day of the related Due Period (calculated on the basis of a 360-day year and the actual number of days elapsed in the related Interest Accrual Period), (c) with respect to the Class AV-1 Certificates, the weighted average Adjusted Net Mortgage Rate of the Group II Loans as of the first day of the Due Period relating to that Distribution Date, weighted on the basis of the aggregate principal balance of the Group II Loans as of the first day of the related Due Period (calculated on the basis of a 360-day year and the actual number of days elapsed in the related Interest Accrual Period), (d) with respect to the Class M-0, Xxxxx X-0, Class M-3 and Class M-4 Certificates, the lesser of (1) the Fixed Class AF Cap or (b2) the weighted average Adjusted Net Mortgage Rate of the Loans as of the first day of the Due Period relating to that Distribution Date, weighted on the basis of the aggregate principal balance of the Loans as of the first day of the related Due Period (calculated on the basis of a 360-day year made up of twelve 30-day months) and (e) with respect to the Class B-1, Class B-2, Class B-3 and Class B-4 Certificates, the lesser of (1) the Adjustable Class AF Cap or (2) the weighted average Adjusted Net Mortgage Rate of the Loans as applicable. Nonrecoverable Advance ---------------------- Any portion of an Advance previously made or proposed the first day of the Due Period relating to be made by that Distribution Date, weighted on the Servicer that, basis of the aggregate principal balance of the Loans as of the first day of the related Due Period (calculated on the basis of a 360-day year and the actual number of days elapsed in the good faith judgment of the Servicer, will not be ultimately recoverable by the Servicer from the related Mortgagor, related Liquidation Proceeds or otherwise. Notice of Final Distribution ---------------------------- The notice to be provided pursuant to Section 9.02 to the effect that final distribution on any of the Certificates shall be made only upon presentation and surrender thereof. Offered Certificates -------------------- The certificates representing "regular interests" in REMIC 2, which are designated as the Senior Certificates and the Subordinate Certificates. Officer's Certificate --------------------- A certificate (a) signed by the Chairman of the Board, the Vice Chairman of the Board, the President, a Managing Director, a Vice President (however denominatedInterest Accrual Period), an Assistant Vice President, the Treasurer, the Secretary, or one of the Assistant Treasurers or Assistant Secretaries of the Depositor or the Servicer, or (b), if provided for in this Agreement, signed by a Servicing Officer, as the case may be, and delivered to the Depositor and the Trustee, as the case may be, as required by this Agreement.

Net WAC. Cap Account ------------------- The account established and maintained pursuant to Section 3A.03. Net WAC Cap Carryover --------------------- With respect to the Class AF-1, Class AV-1AV-1A, Class AV-1B, Class AV-2, Class B-1, Class B-2 and Class B-3 Certificates and any Distribution Date, the sum of (a) the excess, if any, of the Interest Distribution Amount for such Class for such Distribution Date, calculated at its Pass-Through Rate (without regard to the applicable Net WAC Cap), over the actual Interest Distribution Amount for such Class for such Distribution Date, and (b) any related Net WAC Cap Carryover remaining unpaid from the prior Distribution Date, together with interest accrued thereon at its Pass-Through Rate (without regard to the applicable Net WAC Cap) during the related Interest Accrual Period. Net WAC Cap Deposit Amount -------------------------- As to any Distribution Date, an amount equal to the sum of (a) the aggregate Net WAC Cap Carryover for such Distribution Date plus (b) the amount, if any, needed to increase the aggregate amount on deposit in the Net WAC Cap Account (after giving effect to all payments to be made pursuant to Section 4.02(f)) to $10,000. Net WAC Rate ------------ As to any Distribution Date, a rate equal to the weighted average of the Adjusted Net Mortgage Rates of all Outstanding Loans, such weighted average to be calculated based on the principal balances of such Outstanding Loans as of the first day of the related Due Period on the basis of either (a) a 360-day year and the actual number of days elapsed in the related Interest Accrual Period or (b) a 360-day year made up of twelve 30-day months, as applicable. Nonrecoverable Advance ---------------------- Any portion of an Advance previously made or proposed to be made by the Servicer that, in the good faith judgment of the Servicer, will not be ultimately recoverable by the Servicer from the related Mortgagor, related Liquidation Proceeds or otherwise. Notice of Final Distribution ---------------------------- The notice to be provided pursuant to Section 9.02 to the effect that final distribution on any of the Certificates shall be made only upon presentation and surrender thereof. Offered Certificates -------------------- The certificates representing "regular interests" in REMIC 2, which are designated as the Senior Certificates and the Subordinate Certificates. Officer's Certificate --------------------- A certificate (a) signed by the Chairman of the Board, the Vice Chairman of the Board, the President, a Managing Director, a Vice President (however denominated), an Assistant Vice President, the Treasurer, the Secretary, or one of the Assistant Treasurers or Assistant Secretaries of the Depositor or the Servicer, or (b), if provided for in this Agreement, signed by a Servicing Officer, as the case may be, and delivered to the Depositor and the Trustee, as the case may be, as required by this Agreement. Opinion of Counsel ------------------ A written opinion of counsel, who may be counsel for the Depositor or the Servicer, including, in-house counsel, reasonably acceptable to the Trustee; provided, however, that with respect to the interpretation or application of the REMIC Provisions, such counsel must (a) in fact be independent of the Depositor and the Servicer, (b) not have any direct financial interest in the Depositor or the Servicer or in any affiliate of either, and (c) not be connected with the Depositor or the Servicer as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions. Optional Termination Date ------------------------- The first Distribution Date following the date on which the Optional Termination may be exercised by the Servicer. Optional Termination -------------------- The termination of the trust created hereunder in connection with the purchase of the Loans pursuant to Section 9.01(a) hereof. Original Loan ------------- The mortgage loan refinanced in connection with the origination of a Refinance Loan. OTS --- The Office of Thrift Supervision.

Net WAC. Cap Account ------------------- The account established and maintained pursuant to Section 3A.03. Net WAC Cap Carryover --------------------- With respect to the Class AF-1, Class AV-1AF-2, Class AV-2AV-1, Class B-1, Class B-2 B-2, Class B-3 and Class B-3 B-4 Certificates and any Distribution Date, the sum of (a) the excess, if any, of the Interest Distribution Amount for such Class for such Distribution Date, calculated at its Pass-Through Rate (without regard to the applicable Net WAC Cap), over the actual Interest Distribution Amount for such Class for such Distribution Date, and (b) any related Net WAC Cap Carryover remaining unpaid from the prior Distribution Date, together with interest accrued thereon at its Pass-Through Rate (without regard to the applicable Net WAC Cap) during the related Interest Accrual Period. Net WAC Cap Deposit Amount -------------------------- As to any Distribution Date, an amount equal to the sum of (a) the aggregate Net WAC Cap Carryover for such Distribution Date plus (b) the amount, if any, needed to increase the aggregate amount on deposit in the Net WAC Cap Account (after giving effect to all payments to be made pursuant to Section 4.02(f)) to $10,000. Net WAC Rate ------------ As to any Distribution Date, a rate equal to the weighted average of the Adjusted Net Mortgage Rates of all Outstanding Loans, such weighted average to be calculated based on the principal balances of such Outstanding Loans as of the first day of the related Due Period on the basis of either (a) a 360-day year and the actual number of days elapsed in the related Interest Accrual Period or (b) a 360-day year made up of twelve 30-day months, as applicable. Nonrecoverable Advance ---------------------- Any portion of an Advance previously made or proposed to be made by the Servicer that, in the good faith judgment of the Servicer, will not be ultimately recoverable by the Servicer from the related Mortgagor, related Liquidation Proceeds or otherwise. Notice of Final Distribution ---------------------------- The notice to be provided pursuant to Section 9.02 to the effect that final distribution on any of the Certificates shall be made only upon presentation and surrender thereof. Offered Certificates -------------------- The certificates representing "regular interests" in REMIC 2, which are designated as the Senior Certificates and the Subordinate Certificates. Officer's Certificate --------------------- A certificate (a) signed by the Chairman of the Board, the Vice Chairman of the Board, the President, a Managing Director, a Vice President (however denominated), an Assistant Vice President, the Treasurer, the Secretary, or one of the Assistant Treasurers or Assistant Secretaries of the Depositor or the Servicer, or (b), if provided for in this Agreement, signed by a Servicing Officer, as the case may be, and delivered to the Depositor and the Trustee, as the case may be, as required by this Agreement.

Net WAC. Cap Account ------------------- The account established and maintained pursuant to Section 3A.03. Net WAC Cap Carryover --------------------- With respect to any Class of the Class AF-1, Class AV-1, Class AV-2, Class B-1, Class B-2 and Class B-3 Offered Certificates and any Distribution Date, the sum of (a) the excess, if any, of the Interest Distribution Amount for such Class for such Distribution Date, calculated at its Pass-Through Rate (without regard to the applicable Net WAC Cap), over the actual Interest Distribution Amount for such Class for such Distribution Date, and (b) any related Net WAC Cap Carryover remaining unpaid from the prior Distribution Date, together with interest accrued thereon at its Pass-Through Rate (without regard to the applicable Net WAC Cap) during the related Interest Accrual Period. Net WAC Cap Deposit Amount -------------------------- As to any Distribution Date, an amount equal to the sum of (a) the aggregate Net WAC Cap Carryover for such Distribution Date plus (b) the amount, if any, needed to increase the aggregate amount on deposit in the Net WAC Cap Account (after giving effect to all payments to be made pursuant to Section 4.02(f4.02(g)) to $10,000. Net WAC Rate ------------ As to any Distribution Date, a rate equal to the weighted average of the Adjusted Net Mortgage Rates of all Outstanding Loans, such weighted average to be calculated based on the principal balances of such Outstanding Loans as of the first day of the related Due Period on the basis of either (a) a 360-day year and the actual number of days elapsed in the related Interest Accrual Period or (b) a 360-day year made up of twelve 30-day months, as applicable. Nonrecoverable Advance ---------------------- Any portion of an Advance previously made or proposed to be made by the Servicer that, in the good faith judgment of the Servicer, will not be ultimately recoverable by the Servicer from the related Mortgagor, related Liquidation Proceeds or otherwise. Notice of Final Distribution ---------------------------- The notice to be provided pursuant to Section 9.02 to the effect that final distribution on any of the Certificates shall be made only upon presentation and surrender thereof. Offered Certificates -------------------- The certificates representing "regular interests" in REMIC 2, which are designated as the Senior Certificates and the Subordinate Certificates. Officer's Certificate --------------------- A certificate (a) signed by the Chairman of the Board, the Vice Chairman of the Board, the President, a Managing Director, a Vice President (however denominated), an Assistant Vice President, the Treasurer, the Secretary, or one of the Assistant Treasurers or Assistant Secretaries of the Depositor or the Servicer, or (b), if provided for in this Agreement, signed by a Servicing Officer, as the case may be, and delivered to the Depositor and the Trustee, as the case may be, as required by this Agreement. Opinion of Counsel ------------------ A written opinion of counsel, who may be counsel for the Depositor or the Servicer, including, in-house counsel, reasonably acceptable to the Trustee; provided, however, that with respect to the interpretation or application of the REMIC Provisions, such counsel must (a) in fact be independent of the Depositor and the Servicer, (b) not have any direct financial interest in the Depositor or the Servicer or in any affiliate of either, and (c) not be connected with the Depositor or the Servicer as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions. Optional Termination Date ------------------------- The first Distribution Date following the date on which the Optional Termination may be exercised by the Servicer. Optional Termination -------------------- The termination of the trust created hereunder in connection with the purchase of the Loans pursuant to Section 9.01(a) hereof. Original Loan ------------- The mortgage loan refinanced in connection with the origination of a Refinance Loan. OTS ---- The Office of Thrift Supervision.

Net WAC. Cap Account ------------------- The account established and maintained pursuant to Section 3A.03. Net WAC Cap Carryover --------------------- With respect to the Class AF-1, Class AV-1, Class AV-2, Class B-1, B-1 and Class B-2 and Class B-3 Certificates and any Distribution Date, the sum of (a) the excess, if any, of the Interest Distribution Amount for such Class for such Distribution Date, calculated at its Pass-Through Rate (without regard to the applicable Net WAC Cap), over the actual Interest Distribution Amount for such Class for such Distribution Date, and (b) any related Net WAC Cap Carryover remaining unpaid from the prior Distribution Date, together with interest accrued thereon at its Pass-Through Rate (without regard to the applicable Net WAC Cap) during the related Interest Accrual Period. Net WAC Cap Deposit Amount -------------------------- As to any Distribution Date, an amount equal to the sum of (a) the aggregate Net WAC Cap Carryover for such Distribution Date plus (b) the amount, if any, needed to increase the aggregate amount on deposit in the Net WAC Cap Account (after giving effect to all payments to be made pursuant to Section 4.02(f)) to $10,000. Net WAC Rate ------------ As to any Distribution Date, a rate equal to the weighted average of the Adjusted Net Mortgage Rates of all Outstanding Loans, such weighted average to be calculated based on the principal balances of such Outstanding Loans as of the first day of the related Due Period on the basis of either (a) a 360-day year and the actual number of days elapsed in the related Interest Accrual Period or (b) a 360-day year made up of twelve 30-day months, as applicable. Nonrecoverable Advance ---------------------- Any portion of an Advance previously made or proposed to be made by the Servicer that, in the good faith judgment of the Servicer, will not be ultimately recoverable by the Servicer from the related Mortgagor, related Liquidation Proceeds or otherwise. Notice of Final Distribution ---------------------------- The notice to be provided pursuant to Section 9.02 to the effect that final distribution on any of the Certificates shall be made only upon presentation and surrender thereof. Offered Certificates -------------------- The certificates representing "regular interests" in REMIC 2, which are designated as the Senior Certificates and the Subordinate Certificates. Officer's Certificate --------------------- A certificate (a) signed by the Chairman of the Board, the Vice Chairman of the Board, the President, a Managing Director, a Vice President (however denominated), an Assistant Vice President, the Treasurer, the Secretary, or one of the Assistant Treasurers or Assistant Secretaries of the Depositor or the Servicer, or (b), if provided for in this Agreement, signed by a Servicing Officer, as the case may be, and delivered to the Depositor and the Trustee, as the case may be, as required by this Agreement. Opinion of Counsel ------------------ A written opinion of counsel, who may be counsel for the Depositor or the Servicer, including, in-house counsel, reasonably acceptable to the Trustee; provided, however, that with respect to the interpretation or application of the REMIC Provisions, such counsel must (a) in fact be independent of the Depositor and the Servicer, (b) not have any direct financial interest in the Depositor or the Servicer or in any affiliate of either, and (c) not be connected with the Depositor or the Servicer as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions. Optional Termination Date ------------------------- The first Distribution Date following the date on which the Optional Termination may be exercised by the Servicer. Optional Termination The termination of the trust created hereunder in connection with the purchase of the Loans pursuant to Section 9.01(a) hereof. Original Loan ------------- The mortgage loan refinanced in connection with the origination of a Refinance Loan. Original Pre-Funded Amount -------------------------- $216,295,170.27. OTS --- The Office of Thrift Supervision.

Net WAC. Cap Account ------------------- The account established and maintained pursuant to Section 3A.03. Net WAC Cap Carryover --------------------- With respect to the Class AF-1, AF-1 Certificates and the Class AV-1, Class AV-2, Class B-1, Class B-2 and Class B-3 AV-1 Certificates and any Distribution Date, the sum of (a) the excess, if any, of the Interest Distribution Amount for such Class for such Distribution Date, calculated at its Pass-Through Rate (without regard to the applicable Net WAC Cap) (subject to a maximum rate of 14% with respect to the Class AV-1 Certificates and a maximum rate of 10% with respect to the Class AF-1 Certificates), over the actual Interest Distribution Amount for such Class for such Distribution DateDate (in the case of the Class AV-1 Certificates, calculated as if such Certificates were subject to a cap equal to the Net WAC Cap for the Class AV-1 Certificates), and (b) any related Net WAC Cap Carryover remaining unpaid from the prior Distribution DateDates, together with one month of interest accrued thereon at its Pass-Through Rate (without regard to the applicable Net WAC Cap) during the related Interest Accrual Period). Net WAC Cap Deposit Amount -------------------------- As to any Distribution Date, an amount equal to the sum of (a) the aggregate Net WAC Cap Carryover for such Distribution Date plus (b) the amount, if any, needed to increase the aggregate amount on deposit in the Net WAC Cap Account (after giving effect to all payments to be made pursuant to Section 4.02(f)) to $10,000. Net WAC Rate ------------ As to any Distribution Date, a rate equal to the weighted average of the Adjusted Net Mortgage Rates of all Outstanding Loans, such weighted average to be calculated based on the principal balances of such Outstanding Loans as of the first day of the related Due Interest Accrual Period on the basis of either (a) a 360-day year and the actual number of days elapsed in the related Interest Accrual Period or (b) a 360-day year made up of twelve 30-day months, as applicable. Nonrecoverable Advance ---------------------- Any portion of an Advance previously made or proposed to be made by the Servicer that, in the good faith judgment of the Servicer, will not be ultimately recoverable by the Servicer from the related Mortgagor, related Liquidation Proceeds or otherwise. Notice ------ As defined in Section 3A.01. Notice of Final Distribution ---------------------------- The notice to be provided pursuant to Section 9.02 to the effect that final distribution on any of the Certificates shall be made only upon presentation and surrender thereof. Offered Certificates -------------------- The certificates representing "regular interests" in REMIC 2, which are designated as the Senior Certificates and the Subordinate Certificates. Officer's Certificate --------------------- A certificate (a) signed by the Chairman of the Board, the Vice Chairman of the Board, the President, a Managing Director, a Vice President (however denominated), an Assistant Vice President, the Treasurer, the Secretary, or one of the Assistant Treasurers or Assistant Secretaries of the Depositor or the Servicer, or (b), if provided for in this Agreement, signed by a Servicing Officer, as the case may be, and delivered to the Depositor and the Trustee, as the case may be, as required by this Agreement. Opinion of Counsel ------------------ A written opinion of counsel, who may be counsel for the Depositor or the Servicer, including, in-house counsel, reasonably acceptable to the Trustee and the Insurer; provided, however, that with respect to the interpretation or application of the REMIC Provisions, such counsel must (a) in fact be independent of the Depositor and the Servicer, (b) not have any direct financial interest in the Depositor or the Servicer or in any affiliate of either, and (c) not be connected with the Depositor or the Servicer as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions. Optional Termination -------------------- The termination of the trust created hereunder in connection with the purchase of the Loans pursuant to Section 9.01(a) hereof. Original Loan ------------- The mortgage loan refinanced in connection with the origination of a Refinance Loan. OTS --- The Office of Thrift Supervision.

Net WAC. Cap Account ------------------- The account established and maintained pursuant to Section 3A.03. Net WAC Cap Carryover --------------------- With respect to the Class AF-1, AF-1 Certificates and the Class AV-1, Class AV-2, Class B-1, Class B-2 and Class B-3 AV-1 Certificates and any Distribution Date, the sum of (ai) the excess, if any, of the Interest Distribution Amount for such Class for such Distribution Date, calculated at its Pass-Through Rate (without regard to the applicable Net WAC Cap), over the actual Interest Distribution Amount for such Class for such Distribution Date, and (bii) any related Net WAC Cap Carryover remaining unpaid from the prior Distribution DateDates, together with one month of interest accrued thereon at its Pass-Through Rate (without regard to the applicable Net WAC Cap) during the related Interest Accrual Period). Net WAC Cap Deposit Amount -------------------------- As to any Distribution Date, an amount equal to the sum of (a) the aggregate Net WAC Cap Carryover for such Distribution Date plus (b) the amount, if any, needed to increase the aggregate amount on deposit in the Net WAC Cap Account (after giving effect to all payments to be made pursuant to Section 4.02(f4.02(c)) to $10,000. Net WAC Rate ------------ As to any Distribution Date, a rate equal to the weighted average of the Adjusted Net Mortgage Rates of all Outstanding Loans, such weighted average to be calculated based on the principal balances of such Outstanding Loans as of the first day of the related Due Period on the basis of either (a) a 360-day year and the actual number of days elapsed in the related Interest Accrual Period or (b) a 360-day year made up of twelve 30-day months, as applicable. Nonrecoverable Advance ---------------------- Any portion of an Advance previously made or proposed to be made by the Servicer that, in the good faith judgment of the Servicer, will not be ultimately recoverable by the Servicer from the related Mortgagor, related Liquidation Proceeds or otherwise. Notice ------ As defined in Section 3A.01. Notice of Final Distribution ---------------------------- The notice to be provided pursuant to Section 9.02 to the effect that final distribution on any of the Certificates shall be made only upon presentation and surrender thereof. Notional Amount --------------- With respect to (i) the Class A-IO-I Component, (a) as to any Distribution Date on or prior to the Distribution Date in November, 2003, the lesser of (x) $21,000,000 or (y) the Group Principal Balance of the Group I Loans as of such Distribution Date and (b) as to any Distribution after the Distribution Date in November, 2003, zero, (ii) the Class A-IO-II Component, (a) as to any Distribution Date on or prior to the Distribution Date in November, 2003, the lesser of (x) $5,000,000 or (y) the Group Principal Balance of the Group II Loans as of such Distribution Date and (b) as to any Distribution after the Distribution Date in November, 2003, zero and (iii) with respect to the Class A-IO Certificates the sum of the Class A-IO-I Component and the Class A-IO-II Component. Offered Certificates -------------------- The certificates representing "regular interests" in REMIC 23, which are designated as the Senior Class A Certificates and the Subordinate Class A-IO Certificates. Officer's Certificate --------------------- A certificate (ai) signed by the Chairman of the Board, the Vice Chairman of the Board, the President, a Managing Director, a Vice President (however denominated), an Assistant Vice President, the Treasurer, the Secretary, or one of the Assistant Treasurers or Assistant Secretaries of the Depositor or the Servicer, or (bii), if provided for in this Agreement, signed by a Servicing Officer, as the case may be, and delivered to the Depositor and the Trustee, as the case may be, as required by this Agreement. Opinion of Counsel ------------------ A written opinion of counsel, who may be counsel for the Depositor or the Servicer, including, in-house counsel, reasonably acceptable to the Trustee and the Insurer; provided, however, that with respect to the interpretation or application of the REMIC Provisions, such counsel must (i) in fact be independent of the Depositor and the Servicer, (ii) not have any direct financial interest in the Depositor or the Servicer or in any affiliate of either, and (iii) not be connected with the Depositor or the Servicer as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions. Optional Termination -------------------- The termination of the trust created hereunder in connection with the purchase of the Loans pursuant to Section 9.01(a) hereof. Original Loan ------------- The mortgage loan refinanced in connection with the origination of a Refinance Loan. OTS --- The Office of Thrift Supervision.

Net WAC. Cap Account ------------------- The account established and maintained pursuant to Section 3A.03. Net WAC Cap Carryover --------------------- With respect to the Class AF-1, Class AV-1, Class AV-2, Class B-1, B-1 and Class B-2 and Class B-3 Certificates and any Distribution Date, the sum of (a) the excess, if any, of the Interest Distribution Amount for such Class for such Distribution Date, calculated at its Pass-Through Rate (without regard to the applicable Net WAC Cap), over the actual Interest Distribution Amount for such Class for such Distribution Date, and (b) any related Net WAC Cap Carryover remaining unpaid from the prior Distribution Date, together with interest accrued thereon at its Pass-Through Rate (without regard to the applicable Net WAC Cap) during the related Interest Accrual Period. Net WAC Cap Deposit Amount -------------------------- As to any Distribution Date, an amount equal to the sum of (a) the aggregate Net WAC Cap Carryover for such Distribution Date plus (b) the amount, if any, needed to increase the aggregate amount on deposit in the Net WAC Cap Account (after giving effect to all payments to be made pursuant to Section 4.02(f)) to $10,000. Net WAC Rate ------------ As to any Distribution Date, a rate equal to the weighted average of the Adjusted Net Mortgage Rates of all Outstanding Loans, such weighted average to be calculated based on the principal balances of such Outstanding Loans as of the first day of the related Due Period on the basis of either (a) a 360-day year and the actual number of days elapsed in the related Interest Accrual Period or (b) a 360-day year made up of twelve 30-day months, as applicable. Nonrecoverable Advance ---------------------- Any portion of an Advance previously made or proposed to be made by the Servicer that, in the good faith judgment of the Servicer, will not be ultimately recoverable by the Servicer from the related Mortgagor, related Liquidation Proceeds or otherwise. Notice of Final Distribution ---------------------------- The notice to be provided pursuant to Section 9.02 to the effect that final distribution on any of the Certificates shall be made only upon presentation and surrender thereof. Offered Certificates -------------------- The certificates representing "regular interests" in REMIC 2, which are designated as the Senior Certificates and the Subordinate Certificates. Officer's Certificate --------------------- A certificate (a) signed by the Chairman of the Board, the Vice Chairman of the Board, the President, a Managing Director, a Vice President (however denominated), an Assistant Vice President, the Treasurer, the Secretary, or one of the Assistant Treasurers or Assistant Secretaries of the Depositor or the Servicer, or (b), if provided for in this Agreement, signed by a Servicing Officer, as the case may be, and delivered to the Depositor and the Trustee, as the case may be, as required by this Agreement.