Exhibit 99.3
MASTER SERVICING AGREEMENT
between
[__________],
Master Servicer
and
NATIONAL MORTGAGE OWNER TRUST SERIES [ ]-[ ]
Issuer
ASSET BACKED NOTES,
SERIES [ ]-[ ]
[ ], [ ]
TABLE OF CONTENTS
Page
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RECITALS................................................................ 1
AGREEMENT............................................................... 1
Section 1. Definitions.................................................. 1
Section 2. Duties and Responsibilities of the Master Servicer........... 2
Section 3. Compensation................................................. 2
Section 4. Standard Terms............................................... 2
Section 5. Distributions................................................ 3
Section 6. Term......................................................... 3
Section 7. Note Insurer................................................. 3
Section 8. Representations and Warranties............................... 3
Section 9. Reserved..................................................... 3
Section 10. Notices..................................................... 3
Section 11. Binding Nature of Agreement; Assignment..................... 4
Section 12. Entire Agreement............................................ 4
Section 13. Controlling Law............................................. 4
Section 14. Indulgences Not Waivers..................................... 4
Section 15. Titles Not to Affect Interpretation......................... 5
Section 16. Provisions Separable........................................ 5
Signatures.............................................................. 9
Schedule I. Mortgage Collateral
Schedule II. Servicing Agreement(s)
This Master Servicing Agreement, entered into as of this 1st day of [ ],
[ ], between National Mortgage Owner Trust [ ]-[ ], a Delaware business
trust (the "Issuer") and [__________], a [______] corporation (the "Master
Servicer"), recites and provides as follows:
RECITALS
The Issuer has entered into an indenture, dated as of [ ] [ ], [ ](the
"Indenture"), between the Issuer and [Trustee], as trustee (the "Trustee"),
under which the Issuer will issue its Asset Backed Notes, Series [ ]-[ ] (the
"Notes"). The Notes are to be secured by Mortgage Loans identified on Schedule
I hereto that have been transferred to the Issuer by National Mortgage
Securities Corporation, a Virginia corporation (the "Depositor") pursuant to a
contribution agreement dated [ ], [ ] (the "Contribution Agreement").
The Depositor acquired to Mortgage Loans from [__________], a [___________]
corporation (in such capacity, the "Seller") pursuant to an Asset Sales
Agreement between the Issuer and the Seller, dated [ ], [ ], (the "Sales
Agreement"). Collection of the scheduled principal and interest payments on the
Mortgage Loans, plus amounts representing prepayments and liquidation proceeds,
will be paid to the Trustee on behalf of the Issuer for the payment of the
principal and interest on the Notes.
The Seller or an affiliate has entered into [a] Servicing Agreement[s] (the
"Servicing Agreement[s]"), with [a][various[ servicer[s] acceptable to the
Master Servicer (the "Servicer[s]") and the Seller has assigned its interests in
the Servicing Agreement[s] to the Depositor who has assigned it to the Issuer.
Under the terms of [the][its] Servicing Agreement, [each] Servicer has agreed to
service the mortgage loans in accordance with the terms of the Servicing
Agreement. To provide for the administration and servicing of the Mortgage
Loans that secure payment of the Notes, including the orderly and timely
collection of scheduled payments of principal and interest and the advance of
such payments by the Servicer to the extent recoverable from Liquidation
Proceeds, Insurance Proceeds, and subsequent payments by the Borrower, the
Issuer desires to retain the Master Servicer to act as a "master servicer" for
all Mortgage Loans and to manage and supervise the administration and servicing
of the Mortgage Loans by the Servicer for the benefit of the Issuer, the
Trustee, [the Note Insurer] and the Noteholders.
AGREEMENT
NOW THEREFORE, in consideration of the mutual promises, covenants,
representations and warranties hereinafter set forth and for good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
Issuer and the Master Servicer agree as follows:
Section 1. Definitions.
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The following terms shall have the meanings ascribed to them below, unless
the context or use otherwise clearly indicates another or different meaning and
intent. Moreover, such meanings are equally applicable to the singular and the
plural forms of such terms, as the context
may require. Capitalized terms not otherwise defined in this Agreement shall
have the meanings ascribed to them in the Standard Terms to Master Servicing
Agreement, or the Indenture.
"Agreement": This Master Servicing Agreement, as amended from time to
time.
"Cut-Off Date": [ ] 1, [ ].
"Master Servicer Remittance Date": The Business Day immediately preceding
each Payment Date for the Notes.
"Rating Agencies": [Those nationally recognized statistical rating
organizations that are rating the Notes at the request of the Issuer.]
"Servicer[s]": [Collectively, each Servicer that is a party to a Servicing
Agreement.]
"Servicing Agreement[s]": [Each of] the Servicing Agreement[s] listed on
Schedule II hereto.
-----------
"Standard Terms": The Standard Terms to Master Servicing Agreement, August
1, 1999, Edition.
Section 2. Duties and Responsibilities of the Master Servicer.
---------- --------------------------------------------------
The Master Servicer hereby agrees to supervise, administer, monitor and
oversee the servicing of the Mortgage Loans by the Servicer[s], for and on
behalf of the Trustee, the Issuer, [the Note Insurer] and the Noteholders, in
accordance with the provisions of this Agreement (including those provisions
contained in the Standard Terms, as amended or supplemented from time to time).
Section 3. Compensation.
---------- ------------
In consideration of the services rendered under this Master Servicing
Agreement, the Master Servicer shall be entitled to the compensation provided
for in Section 7.01 of the Standard Terms. For the purposes of computing
compensation under such section the "Master Servicing Fee Percentage" shall be
0.[ ]%. The Master Servicer also shall be entitled to earnings on the funds
provided by it hereunder.
Section 4. Standard Terms.
---------- --------------
The Master Servicer acknowledges that the Standard Terms, a copy of which
has been received by the Master Servicer, prescribes additional terms and
conditions under which the Master Servicer is to supervise the servicing of the
Mortgage Loans. The Master Servicer agrees to perform and observe the duties,
responsibilities and obligations that are to be performed and observed by the
Master Servicer under the Standard Terms as such Standard Terms may be amended
and supplemented from time to time, and that the Standard Terms, as amended or
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supplemented, are and shall be a part of this Agreement to the same extent as if
set forth herein in full. The Master Servicer acknowledges that it has received
a copy of the edition of the Standard Terms that is in effect as of the date of
this Agreement and warrants that it has read and is fully familiar with the
terms thereof.
Section 5. Distributions.
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Section 6. Term.
---------- ----
Section 7. Note Insurer.
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Section 8. Representations and Warranties.
---------- ------------------------------
In addition to the representations and warranties made and given in the
Standard Terms, the Master Servicer represents and warrants to the Issuer, the
Trustee and the Underwriter for the Notes, and at all times during the term of
this Agreement shall be deemed to represent and warrant, that the Master
Servicer has examined the Servicing Agreement[s], that the Master Servicer is
familiar with the terms thereof and that [each] Servicer has been approved by
and is acceptable to the Master Servicer. In addition, the Master Servicer
hereby represents and warrants that it has not taken any action in performing or
attempting to perform any of its rights or obligations under this Agreement
which is unreasonable, arbitrary or capricious, or which has not been taken in
good faith or performed in a commercially reasonable manner.
Section 9. Reserved.
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Section 10. Notices.
----------- -------
All notices, requests, demands and other communications required or
permitted under the Master Servicing Agreement shall be in writing and shall be
deemed to have been duly given, made and received when delivered against receipt
or upon actual receipt of registered or certified mail, postage prepaid, return
receipt requested, addressed as set forth below:
(a) If to the Issuer:
National Mortgage Owner Trust [ ]-[ ]
c\o [ ]
[ ]
Attention:
(b) If to the Master Servicer:
[__________]
[__________]
[__________]
Attention: Servicing Department
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Any party may alter the address to which communications or copies are to be
sent by giving notice of such change of address in conformity with the
provisions of this paragraph for the giving of notice.
Section 11. Binding Nature of Agreement; Assignment.
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This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns. The
Trustee, in its capacity as trustee under the Indenture, and the Note Insurer
are intended third-party beneficiaries of this Agreement. This Agreement inures
to the benefit of the Trustee and the Note Insurer (and after a Note Insurer
Event of Default has occurred, the Trustee, shall be able to enforce all of the
rights of the Issuer hereunder).
Section 12. Entire Agreement.
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This Agreement and the Standard Terms (which includes the Servicing
Agreement[s]) contain the entire agreement and understanding between the parties
hereto with respect to the subject matter hereof and supersede all prior and
contemporaneous agreements, understandings, inducements and conditions,
expressed or implied, oral or written, of any nature whatsoever with respect to
the subject matter hereof. The express terms hereof control and supersede any
course of performance and/or usage of the trade inconsistent with any of the
terms hereof. This Agreement may not be modified or amended other than by an
agreement in writing, between the Master Servicer and the Issuer, that has been
approved in writing by the Note Insurer and the Trustee. The Master Servicer
shall use its best efforts promptly to provide notice to the Rating Agencies
rating the Notes if this Agreement is so modified and amended.
Section 13. Controlling Law.
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THIS AGREEMENT AND ALL QUESTIONS RELATING TO ITS VALIDITY, INTERPRETATION,
PERFORMANCE AND ENFORCEMENT, SHALL BE GOVERNED BY AND CONSTRUED, INTERPRETED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, NOTWITHSTANDING
ANY NEW YORK OR OTHER CHOICE-OF-LAW RULES TO THE CONTRARY.
Section 14. Indulgences Not Waivers.
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Neither the failure nor any delay on the part of a party to exercise any
right, remedy, power or privilege under this Agreement shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, remedy, power or
privilege preclude any other or further exercise of the same or of any other
right, remedy, power or privilege, nor shall any waiver of any right, remedy,
power or privilege with respect to any occurrence be construed as a waiver of
such right, remedy, power or privilege with respect to any other occurrence. No
waiver shall be effective unless it is in writing and is signed by the party
asserted to have granted such waiver.
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Section 15. Titles Not to Affect Interpretation.
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The titles of paragraphs and subparagraphs contained in this Agreement are
for convenience only, and they neither form a part of this Agreement nor are
they to be used in the construction or interpretation hereof.
Section 16. Provisions Separable.
----------- --------------------
The provisions of this Agreement are independent of and separable from each
other, and no provision shall be affected or rendered invalid or unenforceable
by virtue of the fact that for any reason any other or others of them may be
invalid or unenforceable in whole or in part.
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IN WITNESS WHEREOF, the parties hereto have executed this Master Servicing
Agreement as of the date set forth above.
NATIONAL MORTGAGE OWNER TRUST
[ ]-[ ]
By: [ ],
in its capacity as Owner Trustee
By: __________________________________
Its: __________________________________
[__________]
By: __________________________________
Its: __________________________________
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