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 Certificates and the Class AV-1 Certificates and any Distribution Date, the sum of (i) 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 (ii) any related Net WAC Cap Carryover remaining unpaid from prior Distribution Dates, together with one month of interest accrued thereon at its Pass-Through Rate (without regard to the applicable Net WAC Cap). 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(c)) to $10,000. 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 3, which are designated as the Class A Certificates and the Class A-IO Certificates. Officer's Certificate --------------------- A certificate (i) 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 (ii), 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 Certificates AF-1, Class AV-1A, Class AV-1B, Class AV-2, Class B-1, Class B-2 and the Class AV-1 B-3 Certificates and any Distribution Date, the sum of (ia) 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 (iib) any related Net WAC Cap Carryover remaining unpaid from the prior Distribution DatesDate, 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(c4.02(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 ------ 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 32, which are designated as the Class A Senior Certificates and the Class A-IO Subordinate Certificates. Officer's Certificate --------------------- A certificate (ia) 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 (iib), 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 InsurerTrustee; provided, however, that with respect to the interpretation or application of the REMIC Provisions, such counsel must (ia) in fact be independent of the Depositor and the Servicer, (iib) not have any direct financial interest in the Depositor or the Servicer or in any affiliate of either, and (iiic) 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 Certificates and the Class AV-1 Certificates and any Distribution Date, the sum of (i) 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 (ii) any related Net WAC Cap Carryover remaining unpaid from prior Distribution Dates, together with one month of interest accrued thereon at its Pass-Through Rate (without regard to the applicable Net WAC Cap). Net WAC Cap Deposit Amount -------------------------- ----------- As to any Distribution Date, an amount the per annum rate equal to the sum of to: (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(c)) to $10,000. 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 with respect to the effect that final distribution on any of the Certificates shall be made only upon presentation Class AF-3, Class AF-4, Class AF-5 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, 2003AF-6 Certificates, the lesser of (x) $21,000,000 or (y) the Group Principal Balance weighted average Adjusted Net Mortgage Rate of the Group I Loans as of such the first day of the Due Period relating to that Distribution Date and 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 made up of twelve 30-day months); (b) 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 any that Distribution after Date, weighted on the Distribution Date 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 November, 2003, zerothe related Interest Accrual Period), (iic) with respect to the Class A-IO-II Component, (a) as to any Distribution Date on or prior to the Distribution Date in November, 2003AV-1 Certificates, the lesser of (x) $5,000,000 or (y) the Group Principal Balance weighted average Adjusted Net Mortgage Rate of the Group II Loans as of such the first day of the Due Period relating to that Distribution Date 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), (b) as to any Distribution after the Distribution Date in November, 2003, zero and (iiid) with respect to the Class A-IO Certificates M-0, Xxxxx X-0, Class M-3 and Class M-4 Certificates, the sum lesser of (1) the Fixed Class AF Cap or (2) the weighted average Adjusted Net Mortgage Rate of the Class A-IO-I Component and the Class A-IO-II Component. Offered Certificates -------------------- The certificates representing "regular interests" in REMIC 3, which are designated Loans as the Class A Certificates and the Class A-IO Certificates. Officer's Certificate --------------------- A certificate (i) signed by the Chairman of the Board, the Vice Chairman first day of the BoardDue Period relating to that Distribution Date, weighted on the President, a Managing Director, a Vice President (however denominated), an Assistant Vice President, the Treasurer, the Secretary, or one basis of the Assistant Treasurers or Assistant Secretaries aggregate principal balance of the Depositor or Loans as of the Servicer, or first day of the related Due Period (ii), if provided for in this Agreement, signed by calculated on the basis of a Servicing Officer, as the case may be, 360-day year made up of twelve 30-day months) 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 (e) with respect to the interpretation Class B-1, Class B-2, Class B-3 and Class B-4 Certificates, the lesser of (1) the Adjustable Class AF Cap or application of (2) 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 weighted average Adjusted Net Mortgage Rate of the Loans pursuant as of the first day of the Due Period relating to Section 9.01(a) hereof. Original Loan ------------- The mortgage loan refinanced in connection with that Distribution Date, weighted on the origination 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 Refinance Loan. OTS --- The Office 360-day year and the actual number of Thrift Supervisiondays elapsed in the related Interest Accrual Period).

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 Certificates AF-1, Class AV-1, Class AV-2, Class B-1 and the Class AV-1 B-2 Certificates and any Distribution Date, the sum of (ia) 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 (iib) any related Net WAC Cap Carryover remaining unpaid from the prior Distribution DatesDate, 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(c4.02(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 ------ 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 32, which are designated as the Class A Senior Certificates and the Class A-IO Subordinate Certificates. Officer's Certificate --------------------- A certificate (ia) 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 (iib), 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 any Class of the Class AF-1 Certificates and the Class AV-1 Offered Certificates and any Distribution Date, the sum of (ia) 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 (iib) any related Net WAC Cap Carryover remaining unpaid from the prior Distribution DatesDate, 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(c4.02(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 ------ 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 32, which are designated as the Class A Senior Certificates and the Class A-IO Subordinate Certificates. Officer's Certificate --------------------- A certificate (ia) 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 (iib), 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 InsurerTrustee; provided, however, that with respect to the interpretation or application of the REMIC Provisions, such counsel must (ia) in fact be independent of the Depositor and the Servicer, (iib) not have any direct financial interest in the Depositor or the Servicer or in any affiliate of either, and (iiic) 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 Certificates AF-1, Class AF-2, Class AV-1, Class B-1, Class B-2, Class B-3 and the Class AV-1 B-4 Certificates and any Distribution Date, the sum of (ia) 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 (iib) any related Net WAC Cap Carryover remaining unpaid from the prior Distribution DatesDate, 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(c4.02(f)) to $10,000. Nonrecoverable Advance ---------------------- Any portion Net WAC Rate ------------ As to any Distribution Date, a rate equal to the weighted average of an Advance previously made or proposed the Adjusted Net Mortgage Rates of all Outstanding Loans, such weighted average to be made by calculated based on the Servicer that, in the good faith judgment principal balances of such Outstanding Loans as of the Servicer, will not be ultimately recoverable by the Servicer from first day of the related Mortgagor, related Liquidation Proceeds or otherwise. Notice ------ As defined in Section 3A.01. Notice Due Period on the basis 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, either (a) as to any Distribution Date on a 360-day year and the actual number of days elapsed in the related Interest Accrual Period 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 Aa 360-IOday year made up of twelve 30-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 3, which are designated as the Class A Certificates and the Class A-IO Certificates. Officer's Certificate --------------------- A certificate (i) 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 (ii), if provided for in this Agreement, signed by a Servicing Officerday months, 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 Supervisionapplicable.

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 Certificates and the Class AV-1 Certificates and any Distribution Date, the sum of (ia) 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 (iib) any related Net WAC Cap Carryover remaining unpaid from prior Distribution Dates, together with one month of interest accrued thereon at its Pass-Through Rate (without regard to the applicable Net WAC Cap). 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(c4.02(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 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. 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 32, which are designated as the Class A Senior Certificates and the Class A-IO Subordinate Certificates. Officer's Certificate --------------------- A certificate (ia) 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 (iib), 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 InsurerTrustee; provided, however, that with respect to the interpretation or application of the REMIC Provisions, such counsel must (ia) in fact be independent of the Depositor and the Servicer, (iib) not have any direct financial interest in the Depositor or the Servicer or in any affiliate of either, and (iiic) 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 Certificates AF-1, Class AV-1, Class AV-2, Class B-1, Class B-2 and the Class AV-1 B-3 Certificates and any Distribution Date, the sum of (ia) 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 (iib) any related Net WAC Cap Carryover remaining unpaid from the prior Distribution DatesDate, 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(c4.02(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 ------ 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 32, which are designated as the Class A Senior Certificates and the Class A-IO Subordinate Certificates. Officer's Certificate --------------------- A certificate (ia) 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 (iib), 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 Certificates and the Class AV-1 Certificates and any Distribution Date, the sum of (ia) 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 (iib) any related Net WAC Cap Carryover remaining unpaid from prior Distribution Dates, together with one month of interest accrued thereon at its Pass-Through Rate (without regard to the applicable Net WAC Cap). 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(c4.02(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 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. 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 32, which are designated as the Class A Senior Certificates and the Class A-IO Subordinate Certificates. Officer's Certificate --------------------- A certificate (ia) 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 (iib), 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 (ia) in fact be independent of the Depositor and the Servicer, (iib) not have any direct financial interest in the Depositor or the Servicer or in any affiliate of either, and (iiic) 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 Certificates AF-1, Class AV-1, Class AV-2, Class B-1 and the Class AV-1 B-2 Certificates and any Distribution Date, the sum of (ia) 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 (iib) any related Net WAC Cap Carryover remaining unpaid from the prior Distribution DatesDate, 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(c4.02(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 ------ 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 32, which are designated as the Class A Senior Certificates and the Class A-IO Subordinate Certificates. Officer's Certificate --------------------- A certificate (ia) 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 (iib), 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 InsurerTrustee; provided, however, that with respect to the interpretation or application of the REMIC Provisions, such counsel must (ia) in fact be independent of the Depositor and the Servicer, (iib) not have any direct financial interest in the Depositor or the Servicer or in any affiliate of either, and (iiic) 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 Certificates AV-1, Class AV-2, Class B-1 and the Class AV-1 B-2 Certificates and any Distribution Date, the sum of (ia) 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 (iib) any related Net WAC Cap Carryover remaining unpaid from prior Distribution Dates, together with one month of interest accrued thereon at its Pass-Through Rate (without regard to the applicable Net WAC Cap). 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(c4.02(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 ------ 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 32, which are designated as the Class A Senior Certificates and the Class A-IO Subordinate Certificates. Officer's Certificate --------------------- A certificate (ia) 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 (iib), 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.