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EXECUTION COPY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING COMPANY, LLC,
Master Servicer,
and
U.S. BANK NATIONAL ASSOCIATION,
Trustee
SERIES SUPPLEMENT,
DATED AS OF NOVEMBER 1, 2006
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
DATED AS OF NOVEMBER 1, 2006
Mortgage Pass-Through Certificates
Series 2006-S11
TABLE OF CONTENTS
PAGE
ARTICLE I
DEFINITIONS...............................................................3
Section 1.01
Definitions.......................................................3
Section 1.02 Use of Words and
Phrases.........................................12
ARTICLE II ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL
ISSUANCE OF
CERTIFICATES.............................................................13
Section 2.01 Conveyance of Mortgage Loans. (See Section 2.01 of
the
Standard
Terms)..................................................13
Section 2.02 Acceptance by Trustee. (See Section 2.02 of the
Standard
Terms)...........................................................13
Section 2.03 Representations, Warranties and Covenants of the
Master
Servicer and the
Company.........................................13
Section 2.04 Representations and Warranties of Residential
Funding. (See
Section 2.04 of the Standard
Terms)..............................15
Section 2.05 Execution and Authentication of Class R
Certificates.............15
Section 2.06
[RESERVED].......................................................16
Section 2.07
[RESERVED].......................................................16
Section 2.08 Purposes and Powers of the Trust. (See Section 2.08
of the
Standard
Terms)..................................................16
Section 2.09 Agreement Regarding Ability to
Disclose..........................16
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS...........................17
Section 3.01 Master Servicer to Act as Servicer. (See Section
3.01 of
the Standard
Terms)..............................................17
Section 3.02 Subservicing Agreements Between Master Servicer
and
Subservicers; Enforcement of Subservicers' and Sellers'
Obligations......................................................17
Section 3.03 Successor Subservicers. (See Section 3.03 of the
Standard
Terms)...........................................................18
Section 3.04 Liability of the Master Servicer. (See Section 3.04
of the
Standard
Terms)..................................................18
Section 3.05 No Contractual Relationship Between Subservicer and
Trustee
or Certificateholders. (See Section 3.05 of the Standard
Terms)...........................................................18
Section 3.06 Assumption or Termination of Subservicing
Agreements by
Trustee. (See Section 3.06 of the Standard
Terms)...............18
Section 3.07 Collection of Certain Mortgage Loan Payments;
Deposits to
Custodial Account. (See Section 3.07 of the Standard
Terms).....18
Section 3.08 Subservicing Accounts; Servicing Accounts. (See
Section
3.08 of the Standard
Terms)......................................18
Section 3.09 Access to Certain Documentation and Information
Regarding
the Mortgage Loans. (See Section 3.09 of the Standard
Terms)....18
Section 3.10 Permitted Withdrawals from the Custodial Account.
(See
Section 3.10 of the Standard
Terms)..............................18
Section 3.11 Maintenance of the Primary Insurance Policies;
Collections
Thereunder. (See Section 3.11 of the Standard
Terms)............18
Section 3.12 Maintenance of Fire Insurance and Omissions and
Fidelity
Coverage. (See Section 3.12 of the Standard
Terms)..............18
Section 3.13 Enforcement of Due-on-Sale Clauses; Assumption
and
Modification Agreements; Certain Assignments. (See Section
3.13 of the Standard
Terms)......................................18
Section 3.14 Realization Upon Defaulted Mortgage Loans. (See
Section
3.14 of the Standard
Terms)......................................18
Section 3.15 Trustee to Cooperate; Release of Custodial Files.
(See
Section 3.15 of the Standard
Terms)..............................18
Section 3.16 Servicing and Other Compensation; Compensating
Interest.
(See Section 3.16 of the Standard
Terms).........................18
Section 3.17 Reports to the Trustee and the Company. (See
Section 3.17
of the Standard
Terms)...........................................18
Section 3.18 Annual Statement as to Compliance. (See Section
3.18 of the
Standard
Terms)..................................................19
Section 3.19 Annual Independent Public Accountants' Servicing
Report.
(See Section 3.19 of the Standard
Terms).........................19
Section 3.20 Rights of the Company in Respect of the Master
Servicer.
(See Section 3.20 of the Standard
Terms).........................19
Section 3.21 Administration of Buydown Funds. (See Section 3.21
of the
Standard
Terms)..................................................19
Section 3.22 Advance Facility. (See Section 3.22 of the Standard
Terms)......19
ARTICLE IV PAYMENTS TO
CERTIFICATEHOLDERS...........................................20
Section 4.01 Certificate Account. (See Section 4.01 of the
Standard
Terms)...........................................................20
Section 4.02
Distributions....................................................20
Section 4.03 Statements to Certificateholders; Statements to
Rating
Agencies; Exchange Act Reporting. (See Section 4.03 of the
Standard Terms and Exhibit Three
hereto).........................28
Section 4.04 Distribution of Reports to the Trustee and the
Company;
Advances by the Master Servicer. (See Section 4.04 of the
Standard
Terms)..................................................28
Section 4.05 Allocation of Realized
Losses....................................28
Section 4.06 Reports of Foreclosures and Abandonment of
Mortgaged
Property. (See Section 4.06 of the Standard
Terms)..............29
Section 4.07 Optional Purchase of Defaulted Mortgage Loans. (See
Section
4.07 of the Standard
Terms)......................................29
Section 4.08 Surety Bond. (See Section 4.08 of the Standard
Terms)...........29
ARTICLE V THE CERTIFICATES (SEE ARTICLE V OF THE STANDARD
TERMS)...................30
ARTICLE VI THE COMPANY AND THE MASTER SERVICER (SEE ARTICLE VI
OF THE STANDARD
TERMS)...................................................................31
ARTICLE VII DEFAULT (SEE ARTICLE VII OF THE STANDARD
TERMS)..........................32
ARTICLE VIII CONCERNING THE TRUSTEE (SEE ARTICLE VIII OF THE
STANDARD TERMS)..........33
ARTICLE IX TERMINATION OR OPTIONAL PURCHASE OF ALL CERTIFICATES
(SEE ARTICLE
IX OF THE STANDARD
TERMS)................................................34
ARTICLE X REMIC
PROVISIONS.........................................................35
Section 10.01 REMIC Administration. (See Section 10.01 of the
Standard
Terms)...........................................................35
Section 10.02 Master Servicer; REMIC Administrator and
Trustee
Indemnification. (See Section 10.02 of the Standard
Terms)......35
Section 10.03 Designation of
REMIC(s)..........................................35
Section 10.04 Distributions on the Uncertificated Class A-V
REMIC Regular
Interests........................................................35
Section 10.05 Compliance with Withholding
Requirements.........................36
ARTICLE XI MISCELLANEOUS
PROVISIONS.................................................37
Section 11.01 Amendment. (See Section 11.01 of the Standard
Terms)............37
Section 11.02 Recordation of Agreement, Counterparts. (See
Section 11.02
of the Standard
Terms)...........................................37
Section 11.03 Limitation on Rights of Certificateholders. (See
Section
11.03 of the Standard
Terms).....................................37
Section 11.04 Governing Laws. (See Section 11.04 of the Standard
Terms).......37
Section 11.05
Notices..........................................................37
Section 11.06 Required Notices to Rating Agency and Subservicer.
(See
Section 11.06 of the Standard
Terms).............................38
Section 11.07 Severability of Provisions. (See Section 11.07 of
the
Standard
Terms)..................................................38
Section 11.08 Supplemental Provisions for Resecuritization. (See
Section
11.08 of the Standard
Terms).....................................38
Section 11.09 Allocation of Voting
Rights......................................38
Section 11.10 No Petition. (See Section 11.10 of the Standard
Terms)..........38
ARTICLE XII COMPLIANCE WITH REGULATION AB (SEE ARTICLE XII OF
THE STANDARD
TERMS)...................................................................39
EXHIBITS
Exhibit One: Mortgage Loan Schedule (Available from the Company
upon request.)
Exhibit Two: Schedule of Discount Fractions (Available from the
Company upon request.)
Exhibit Three: Information to be Included in Monthly
Distribution Date Statement
Exhibit Four: Standard Terms of Pooling and Servicing Agreement
dated as of
November 1, 2006
This is a Series Supplement, dated as of November 1, 2006 (the
"Series Supplement"),
to the Standard Terms of Pooling and Servicing Agreement, dated
as of November 1, 2006 and
attached as Exhibit Four hereto (the "Standard Terms" and,
together with this Series
Supplement, the "Pooling and Servicing Agreement" or
"Agreement"), among RESIDENTIAL FUNDING
MORTGAGE SECURITIES I, INC., as the company (together with its
permitted successors and
assigns, the "Company"), RESIDENTIAL FUNDING COMPANY, LLC, as
master servicer (together with
its permitted successors and assigns, the "Master Servicer"),
and U.S. BANK NATIONAL
ASSOCIATION, as Trustee (together with its permitted successors
and assigns, the "Trustee").
PRELIMINARY STATEMENT
The Company intends to sell Mortgage Pass-Through Certificates
(collectively, the
"Certificates"), to be issued hereunder in multiple classes,
which in the aggregate will
evidence the entire beneficial ownership interest in the Trust
Fund. As provided herein,
the REMIC Administrator will make an election to treat the
entire segregated pool of assets
described in the definition of Trust Fund, and subject to this
Agreement (including the
Mortgage Loans but excluding the Initial Monthly Payment Fund),
as a real estate mortgage
investment conduit (the "REMIC") for federal income tax
purposes.
The terms and provisions of the Standard Terms are hereby
incorporated by reference
herein as though set forth in full herein. If any term or
provision contained herein shall
conflict with or be inconsistent with any provision contained in
the Standard Terms, the
terms and provisions of this Series Supplement shall govern. Any
cross-reference to a
section of the Pooling and Servicing Agreement, to the extent
the terms of the Standard
Terms and Series Supplement conflict with respect to that
section, shall be a
cross-reference to the related section of the Series Supplement.
All capitalized terms not
otherwise defined herein shall have the meanings set forth in
the Standard Terms. The
Pooling and Servicing Agreement shall be dated as of the date of
the Series Supplement.
The following table sets forth the designation, type,
Pass-Through Rate, aggregate
Initial Certificate Principal Balance, Maturity Date, initial
ratings and certain features
for each Class of Certificates comprising the interests in the
Trust Fund created hereunder.
UGAGGREGATE
INITIAL
CERTIFICATE
DESIGNATION RATE BALANCE FEATURES(1) DATE S&P/FITCH
DENOMINATIONS(2)
Class A-1 6.00% $563,000,000 Senior//Fixed Rate November 2036
AAA/AAA $100,000.00
Class A-2 6.00% $24,931,000 Senior/Fixed Rate November 2036
AAA/AAA $100,000.00
Class A-3 6.00% $4,643,000 Senior /Fixed Rate November 2036
AAA/AAA $100,000.00
Class A-4 6.00% $7,393,000 Senior/Lockout/Fixed Rate November
2036 AAA/AAA $100,000.00
Class A-P 0.00% $1,448,359 Senior/Principal Only November 2036
AAA/AAA $100,000.00
Class A-V Variable Notional Senior/Interest November 2036
AAA/AAA $2,000,000.00
Rate Only/Variable Rate
Class R 6.00% $100.00 Senior/Residual/Fixed Rate November 2036
AAA/AAA (3)
Class M-1 6.00% $11,841,000 Mezzanine/Fixed Rate November 2036
NA/AA $100,000.00
Class M-2 6.00% $3,739,300 Mezzanine/Fixed Rate November 2036
NA/A $250,000.00
Class M-3 6.00% $2,492,900 Mezzanine/Fixed Rate November 2036
NA/BBB $250,000.00
Class B-1 6.00% $1,246,500 Subordinate/Fixed Rate November 2036
NA/BB $250,000.00
Class B-2 6.00% $1,246,500 Subordinate/Fixed Rate November 2036
NA/B $250,000.00
Class B-3 6.00% $1,246,462 Subordinate/Fixed Rate November 2036
NA/NA $250,000.00
___________________
(1) The Certificates, other than the Class B and Class R
Certificates shall be
Book-Entry Certificates. The Class B Certificates and the Class
R
Certificates shall be delivered to the holders thereof in
physical form.
(2) The Certificates, other than the Class R Certificates, shall
be issuable in
minimum dollar denominations as indicated above (by Certificate
Principal
Balance or Notional Amount, as applicable) and integral
multiples of $1 (or
$1,000 in the case of the Class B-1, Class B-2 and Class B-3
Certificates)
in excess thereof, except that one Certificate of any of the
Class B-1,
Class B-2 and Class B-3 Certificates that contain an uneven
multiple of
$1,000 shall be issued in a denomination equal to the sum of the
related
minimum denomination set forth above and such uneven multiple
for such
Class or the sum of such denomination and an integral multiple
of $1,000.
(3) The Class R Certificates shall be issuable in minimum
denominations of not
less than a 20% Percentage Interest; provided, however, that one
Class R
Certificate will be issuable to Residential Funding as "tax
matters person"
pursuant to Section 10.01(c) and (e) in a minimum denomination
representing
a Percentage Interest of not less than 0.01%
The Mortgage Loans have an aggregate principal balance as of the
Cut-off Date of
$623,228,120.94.
In consideration of the mutual agreements herein contained, the
Company, the Master
Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01...Definitions.
Whenever used in this Agreement, the following words and
phrases, unless the context
otherwise requires, shall have the meanings specified in this
Article.
Bankruptcy Amount: As of any date of determination prior to the
first anniversary of
the Cut-off Date, an amount equal to the excess, if any, of (A)
$226,138 over (B) the
aggregate amount of Bankruptcy Losses allocated solely to one or
more specific Classes of
Certificates in accordance with Section 4.05 of this Series
Supplement. As of any date of
determination on or after the first anniversary of the Cut-off
Date, an amount equal to the
excess, if any, of
(1) the lesser of (a) the Bankruptcy Amount calculated as of the
close of
business on the Business Day immediately preceding the most
recent anniversary of the
Cut-off Date coinciding with or preceding such date of
determination (or, if such
date of determination is an anniversary of the Cut-off Date, the
Business Day
immediately preceding such date of determination) (for purposes
of this definition,
the "Relevant Anniversary") and (b) the greater of
(A) the greater of (i) 0.0006 times the aggregate principal
balance
of all the Mortgage Loans in the Mortgage Pool as of the
Relevant Anniversary
(other than Additional Collateral Loans, if any) having a
Loan-to-Value Ratio
at origination which exceeds 75% and (ii) $226,138; and
(B) the greater of (i) the product of (x) an amount equal to
the
largest difference in the related Monthly Payment for any
Non-Primary
Residence Loan remaining in the Mortgage Pool (other than
Additional
Collateral Loans, if any) which had an original Loan-to-Value
Ratio of 80% or
greater that would result if the Net Mortgage Rate thereof was
equal to the
weighted average (based on the principal balance of the Mortgage
Loans as of
the Relevant Anniversary) of the Net Mortgage Rates of all
Mortgage Loans as
of the Relevant Anniversary less 1.25% per annum, (y) a number
equal to the
weighted average remaining term to maturity, in months, of all
Non-Primary
Residence Loans remaining in the Mortgage Pool as of the
Relevant Anniversary,
and (z) one plus the quotient of the number of all Non-Primary
Residence Loans
remaining in the Mortgage Pool divided by the total number of
Outstanding
Mortgage Loans in the Mortgage Pool as of the Relevant
Anniversary, and (ii)
$226,138,
over
(2) the aggregate amount of Bankruptcy Losses allocated solely
to one or
more specific Classes of Certificates in accordance with Section
4.05 since the
Relevant Anniversary.
The Bankruptcy Amount may be further reduced by the Master
Servicer (including
accelerating the manner in which such coverage is reduced)
provided that prior to any such
reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency
that such reduction shall not reduce the rating assigned to any
Class of Certificates by
such Rating Agency below the lower of the then-current rating or
the rating assigned to such
Certificates as of the Closing Date by such Rating Agency and
(ii) provide a copy of such
written confirmation to the Trustee.
Business Day: Any day other than (i) a Saturday or a Sunday or
(ii) a day on which
banking institutions in the State of New York, the State of
Michigan, the State of
California, the State of Illinois or the City of St. Paul,
Minnesota (and such other state
or states in which the Custodial Account or the Certificate
Account are at the time located)
are required or authorized by law or executive order to be
closed.
Certificate: Any Class A, Class M, Class B or Class R
Certificate.
Certificate Account: The separate account or accounts created
and maintained
pursuant to Section 4.01 of the Standard Terms, which shall be
entitled "U.S. Bank National
Association, as trustee, in trust for the registered holders of
Residential Funding Mortgage
Securities I, Inc., Mortgage Pass-Through Certificates, Series
2006-S11" and which must be
an Eligible Account.
Class A Certificate: Any one of the Class A-1, Class A-2, Class
A-3, Class A-4,
Class A-P or Class A-V Certificates, executed by the Trustee and
authenticated by the
Certificate Registrar substantially in the form annexed to the
Standard Terms as Exhibit A.
Class A-P Principal Distribution Amount: As defined in Section
4.02(b)(i).
Class R Certificate: Any one of the Class R Certificates
executed by the Trustee and
authenticated by the Certificate Registrar substantially in the
form annexed to the Standard
Terms as Exhibit D and evidencing an interest designated as a
"residual interest" in the
related REMIC for purposes of the REMIC Provisions.
Closing Date: November 29, 2006.
Corporate Trust Office: The principal office of the Trustee at
which at any
particular time its corporate trust business with respect to
this Agreement shall be
administered, which office at the date of the execution of this
Agreement is located at U.S.
Bank National Association, EP-MN-WS3D, 60 Livingston Avenue, St.
Paul, Minnesota 55107,
Attention: Structured Finance/RFMSI 2006-S11.
Cut-off Date: November 1, 2006.
Determination Date: With respect to any Distribution Date, the
second Business Day
prior to such Distribution Date.
Discount Net Mortgage Rate: 6.00% per annum.
Due Period: With respect to each Distribution Date and any
Mortgage Loan, the
calendar month of such Distribution Date.
Eligible Funds: On any Distribution Date, the portion, if any,
of the Available
Distribution Amount remaining after reduction by the sum of (i)
the aggregate amount of
Accrued Certificate Interest on the Senior Certificates, (ii)
the Senior Principal
Distribution Amount (determined without regard to Section
4.02(a)(ii)(Y)(D) of this Series
Supplement), (iii) the Class A-P Principal Distribution Amount
(determined without regard to
Section 4.02(b)(i)(E) of this Series Supplement) and (iv) the
aggregate amount of Accrued
Certificate Interest on the Class M, Class B-1 and Class B-2
Certificates.
Fraud Loss Amount: As of any date of determination after the
Cut-off Date, an amount
equal to: (X) prior to the first anniversary of the Cut-off
Date, an amount equal to 3.00%
of the aggregate outstanding principal balance of all of the
Mortgage Loans as of the
Cut-off Date minus the aggregate amount of Fraud Losses
allocated solely to one or more
specific Classes of Certificates in accordance with Section 4.05
of this Series Supplement
since the Cut-off Date up to such date of determination, (Y)
prior to the second anniversary
of the Cut-off Date, an amount equal to 2.00% of the aggregate
outstanding principal balance
of all of the Mortgage Loans as of the Cut-off Date minus the
aggregate amount of Fraud
Losses allocated solely to one or more specific Classes of
Certificates in accordance with
Section 4.05 of this Series Supplement since the Cut-off Date up
to such date of
determination and (Z) from the third to the fifth anniversary of
the Cut-off Date, an amount
equal to (1) the lesser of (a) the Fraud Loss Amount as of the
most recent anniversary of
the Cut-off Date and (b) 1.00% of the aggregate outstanding
principal balance of all of the
Mortgage Loans as of the most recent anniversary of the Cut-off
Date minus (2) the aggregate
amount of Fraud Losses allocated solely to one or more specific
Classes of Certificates in
accordance with Section 4.05 of this Series Supplement since the
most recent anniversary of
the Cut-off Date up to such date of determination. On and after
the fifth anniversary of
the Cut-off Date, the Fraud Loss Amount shall be zero.
The Fraud Loss Amount may be further reduced by the Master
Servicer (including
accelerating the manner in which such coverage is reduced)
provided that prior to any such
reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency
that such reduction shall not reduce the rating assigned to any
Class of Certificates by
such Rating Agency below the lower of the then-current rating or
the rating assigned to such
Certificates as of the Closing Date by such Rating Agency and
(ii) provide a copy of such
written confirmation to the Trustee.
Initial Monthly Payment Fund: $3,708,492 representing scheduled
principal
amortization and interest at the Net Mortgage Rate during the
month of November 2006, for
those Mortgage Loans for which the Trustee will not be entitled
to receive such payment in
accordance with the definition of "Trust Fund". The Initial
Monthly Payment Fund will not
be part of any REMIC.
Initial Notional Amount: With respect to any Class A-V
Certificates or Subclass
thereof issued pursuant to Section 5.01(c), the aggregate
Cut-off Date Principal Balance of
the Mortgage Loans relating to the Uncertificated Class A-V
REMIC Regular Interests
corresponding to such Class or Subclass on such date.
Initial Subordinate Class Percentage: With respect to each Class
of related
Subordinate Certificates, an amount which is equal to the
initial aggregate Certificate
Principal Balance of such related Class of Subordinate
Certificates divided by the
aggregate Stated Principal Balance of all the Mortgage Loans as
of the Cut-off Date as
follows:
Class M-1: 1.90% Class B-1: 0.20%
Class M-2: 0.60% Class B-2: 0.20%
Class M-3: 0.40% Class B-3: 0.20%
Interest Accrual Period: With respect to any Certificates and
any Distribution Date,
the calendar month preceding the month in which such
Distribution Date occurs.
Interest Only Certificates: Any one of the Class A-V
Certificates. The Interest
Only Certificates will have no Certificate Principal
Balance.
Lockout Amount: With respect to any Distribution Date, an amount
equal to the
product of (i) the Lockout Percentage for that Distribution
Date, (ii) the Lockout Priority
Percentage for that Distribution Date, and (iii) the portion of
the Senior Principal
Distribution Amount available for distribution pursuant to
Section 4.02(b)(ii)(B).
Lockout Percentage: With respect to any Distribution Date, a
fraction, expressed as
a percentage, (i) the numerator of which is the Certificate
Principal Balance of the Class
A-4 Certificates and (ii) the denominator of which is the
aggregate Certificate Principal
Balance of the Class A-2, Class A-3 and Class A-4
Certificates.
Lockout Priority Percentage: For any Distribution Date occurring
prior to the
Distribution Date in December 2011, 0%. For any Distribution
Date occurring after the first
five years following the Closing Date, a percentage determined
as follows: (i) for any
Distribution Date during the sixth year after the Closing Date,
30%; (ii) for any
Distribution Date during the seventh year after the Closing
Date, 40%; (iii) for any
Distribution Date during the eighth year after the Closing Date,
60%; (iv) for any
Distribution Date during the ninth year after the Closing Date,
80%; and (v) for any
Distribution Date thereafter, 100%.
Maturity Date: With respect to each Class of Certificates, the
Distribution Date in
November 2036, which is the Distribution Date in the month
immediately following the latest
scheduled maturity date of any Mortgage Loan.
Mortgage Loan Schedule: The list or lists of the Mortgage Loans
attached hereto as
Exhibit One (as amended from time to time to reflect the
addition of Qualified Substitute
Mortgage Loans), which list or lists shall set forth the
following information as to each
Mortgage Loan:
(a) the Mortgage Loan identifying number ("RFC LOAN #");
(b) the maturity of the Mortgage Note ("MATURITY DATE");
(c) the Mortgage Rate ("ORIG RATE");
(d) the Subservicer pass-through rate ("CURR NET");
(e) the Net Mortgage Rate ("NET MTG RT");
(f) the Pool Strip Rate ("STRIP");
(g) the initial scheduled monthly payment of principal, if any,
and interest
("ORIGINAL P & I");
(h) the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(i) the Loan-to-Value Ratio at origination ("LTV");
(j) the rate at which the Subservicing Fee accrues ("SUBSERV
FEE") and at which
the Servicing Fee accrues ("MSTR SERV FEE");
(k) a code "T," "BT" or "CT" under the column "LN FEATURE,"
indicating that the
Mortgage Loan is secured by a second or vacation residence;
and
(l) a code "N" under the column "OCCP CODE," indicating that the
Mortgage Loan is
secured by a non-owner occupied residence.
Such schedule may consist of multiple reports that collectively
set forth all of the
information required.
Non-Discount Mortgage Loan: The mortgage loans other than the
Discount Mortgage Loans.
Notional Amount: As of any Distribution Date with respect to any
Class A-V
Certificates, an amount equal to the aggregate Stated Principal
Balance of the Mortgage
Loans as of the day immediately preceding such Distribution Date
(or, with respect to the
initial Distribution Date, at the close of business on the
Cut-off Date). For federal
income tax purposes, as of any Distribution Date, with respect
to any Class A-V Certificates
or Subclass thereof issued pursuant to Section 5.01(c), the
aggregate Stated Principal
Balance of the Mortgage Loans corresponding to the
Uncertificated Class A-V REMIC Regular
Interests corresponding to such Class or Subclass as of the day
immediately preceding such
Distribution Date (or, with respect to the initial Distribution
Date, at the close of
business on the Cut-off Date).
Pass-Through Rate: With respect to the Class A Certificates
(other than the Class A-V
Certificates and the Principal Only Certificates), Class M
Certificates, Class B
Certificates and Class R Certificates and any Distribution Date,
the per annum rates set
forth in the Preliminary Statement hereto. With respect to the
Class A-V Certificates
(other than any Subclass thereof) and any Distribution Date
other than the initial
Distribution Date, a rate equal to the weighted average,
expressed as a percentage, of the
Pool Strip Rates of all Mortgage Loans as of the Due Date in the
related Due Period,
weighted on the basis of the respective Stated Principal
Balances of such Mortgage Loans as
of the day immediately preceding such Distribution Date. With
respect to the Class A-V
Certificates and the initial Distribution Date, the Pass-Through
Rate is equal to 0.2439%
per annum. With respect to any Subclass of Class A-V
Certificates and any Distribution
Date, a rate equal to the weighted average, expressed as a
percentage, of the Pool Strip
Rates of all Mortgage Loans corresponding to the Uncertificated
Class A-V REMIC Regular
Interests represented by such Subclass as of the Due Date in the
related Due Period,
weighted on the basis of the respective Stated Principal
Balances of such Mortgage Loans as
of the day immediately preceding such Distribution Date (or with
respect to the initial
Distribution Date, at the close of business on the Cut-Off
Date). The Principal Only
Certificates have no Pass-Through Rate and are not entitled to
Accrued Certificate Interest.
Pool Strip Rate: With respect to each Mortgage Loan, a per annum
rate equal to the
excess of (a) the Net Mortgage Rate of such Mortgage Loan over
(b) the Discount Net Mortgage
Rate (but not less than 0.00%) per annum.
Prepayment Assumption: A prepayment assumption of 350% of the
prepayment speed
assumption, used for determining the accrual of original issue
discount and market discount
and premium on the Certificates for federal income tax purposes.
The prepayment speed
assumption assumes a constant rate of prepayment of Mortgage
Loans of 0.2% per annum of the
then outstanding principal balance of such Mortgage Loans in the
first month of the life of
the Mortgage Loans, increasing by an additional 0.2% per annum
in each succeeding month
until the thirtieth month, and a constant 6% per annum rate of
prepayment thereafter for the
life of the Mortgage Loans.
Prepayment Distribution Percentage: With respect to any
Distribution Date and each
Class of Subordinate Certificates, under the applicable
circumstances set forth below, the
respective percentages set forth below:
(i) For any Distribution Date prior to the Distribution Date in
December 2011
(unless the Certificate Principal Balances of the Senior
Certificates (other
than the Class A-P Certificates) have been reduced to zero),
0%.
(ii) For any Distribution Date for which clause (i) above does
not apply, and on
which any Class of Subordinate Certificates is outstanding with
a Certificate
Principal Balance greater than zero:
(a) in the case of the Class of Subordinate Certificates
then
outstanding with the Highest Priority and each other Class of
Subordinate
Certificates for which the related Prepayment Distribution
Trigger has been
satisfied, a fraction, expressed as a percentage, the numerator
of which is
the Certificate Principal Balance of such Class immediately
prior to such date
and the denominator of which is the sum of the Certificate
Principal Balances
immediately prior to such date of (1) the Class of Subordinate
Certificates
then outstanding with the Highest Priority and (2) all other
Classes of
Subordinate Certificates for which the respective Prepayment
Distribution
Triggers have been satisfied; and
(b) in the case of each other Class of Subordinate Certificates
for
which the Prepayment Distribution Triggers have not been
satisfied, 0%; and
(iii) Notwithstanding the foregoing, if the application of the
foregoing percentages
on any Distribution Date as provided in Section 4.02 of this
Series Supplement
(determined without regard to the proviso to the definition of
"Subordinate
Principal Distribution Amount") would result in a distribution
in respect of
principal of any Class or Classes of Subordinate Certificates in
an amount
greater than the remaining Certificate Principal Balance thereof
(any such
class, a "Maturing Class"), then: (a) the Prepayment
Distribution Percentage
of each Maturing Class shall be reduced to a level that, when
applied as
described above, would exactly reduce the Certificate Principal
Balance of
such Class to zero; (b) the Prepayment Distribution Percentage
of each other
Class of Subordinate Certificates (any such Class, a
"Non-Maturing Class")
shall be recalculated in accordance with the provisions in
paragraph (ii)
above, as if the Certificate Principal Balance of each Maturing
Class had been
reduced to zero (such percentage as recalculated, the
"Recalculated
Percentage"); (c) the total amount of the reductions in the
Prepayment
Distribution Percentages of the Maturing Class or Classes
pursuant to clause
(a) of this sentence, expressed as an aggregate percentage,
shall be allocated
among the Non-Maturing Classes in proportion to their respective
Recalculated
Percentages (the portion of such aggregate reduction so
allocated to any
Non-Maturing Class, the "Adjustment Percentage"); and (d) for
purposes of such
Distribution Date, the Prepayment Distribution Percentage of
each Non-Maturing
Class shall be equal to the sum of (1) the Prepayment
Distribution Percentage
thereof, calculated in accordance with the provisions in
paragraph (ii) above
as if the Certificate Principal Balance of each Maturing Class
had not been
reduced to zero, plus (2) the related Adjustment Percentage.
Principal Only Certificates: Any one of the Class A-P
Certificates.
Record Date: With respect to each Distribution Date and each
Class of Certificates,
the close of business on the last Business Day of the month next
preceding the month in
which the related Distribution Date occurs.
Senior Certificate: Any one of the Class A Certificates or Class
R Certificates,
executed by the Trustee and authenticated by the Certificate
Registrar substantially in the
form annexed to the Standard Terms as Exhibit A and Exhibit D,
respectively.
Senior Percentage: As of any Distribution Date, the lesser of
100% and a fraction,
expressed as a percentage, the numerator of which is the
aggregate Certificate Principal
Balance of the Senior Certificates (other than the Class A-P
Certificates) immediately prior
to such Distribution Date and the denominator of which is the
aggregate Stated Principal
Balance of all of the Mortgage Loans (or related REO Properties)
(other than the related
Discount Fraction of each Discount Mortgage Loan) immediately
prior to such Distribution
Date.
Senior Principal Distribution Amount: As to any Distribution
Date, the lesser of (a)
the balance of the Available Distribution Amount remaining after
the distribution of all
amounts required to be distributed pursuant to Section
4.02(a)(i) and Section 4.02(a)(ii)(X)
(excluding any amount distributable pursuant to Section
4.02(b)(i)(E)) (or, on or after the
Credit Support Depletion Date, the amount required to be
distributed to the Class A-P
Certificateholders pursuant to Section 4.02(c)) and (b) the sum
of the amounts required to
be distributed to the Senior Certificateholders on such
Distribution Date pursuant to
Section 4.02(a)(ii)(Y).
Special Hazard Amount: As of any Distribution Date, an amount
equal to $6,232,281
minus the sum of (i) the aggregate amount of Special Hazard
Losses allocated solely to one
or more specific Classes of Certificates in accordance with
Section 4.05 of this Series
Supplement and (ii) the Adjustment Amount (as defined below) as
most recently calculated.
For each anniversary of the Cut-off Date, the Adjustment Amount
shall be equal to the
amount, if any, by which the amount calculated in accordance
with the preceding sentence
(without giving effect to the deduction of the Adjustment Amount
for such anniversary)
exceeds the greater of (A) the greatest of (i) twice the
outstanding principal balance of
the Mortgage Loan in the Trust Fund which has the largest
outstanding principal balance on
the Distribution Date immediately preceding such anniversary,
(ii) the product of 1.00%
multiplied by the outstanding principal balance of all Mortgage
Loans on the Distribution
Date immediately preceding such anniversary and (iii) the
aggregate outstanding principal
balance (as of the immediately preceding Distribution Date) of
the Mortgage Loans in any
single five-digit California zip code area with the largest
amount of Mortgage Loans by
aggregate principal balance as of such anniversary and (B) the
greater of (i) the product of
0.50% multiplied by the outstanding principal balance of all
Mortgage Loans on the
Distribution Date immediately preceding such anniversary
multiplied by a fraction, the
numerator of which is equal to the aggregate outstanding
principal balance (as of the
immediately preceding Distribution Date) of all of the Mortgage
Loans secured by Mortgaged
Properties located in the State of California divided by the
aggregate outstanding principal
balance (as of the immediately preceding Distribution Date) of
all of the Mortgage Loans,
expressed as a percentage, and the denominator of which is equal
to 29.5% (which percentage
is equal to the percentage of Mortgage Loans initially secured
by Mortgaged Properties
located in the State of California) and (ii) the aggregate
outstanding principal balance (as
of the immediately preceding Distribution Date) of the largest
Mortgage Loan secured by a
Mortgaged Property located in the State of California.
The Special Hazard Amount may be further reduced by the Master
Servicer (including
accelerating the manner in which coverage is reduced) provided
that prior to any such
reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency
that such reduction shall not reduce the rating assigned to any
Class of Certificates by
such Rating Agency below the lower of the then-current rating or
the rating assigned to such
Certificates as of the Closing Date by such Rating Agency and
(ii) provide a copy of such
written confirmation to the Trustee.
Subordinate Principal Distribution Amount: With respect to any
Distribution Date and
each Class of Subordinate Certificates, (a) the sum of (i) the
product of (x) the related
Subordinate Class Percentage for such Class and (y) the
aggregate of the amounts calculated
for such Distribution Date under clauses (1), (2) and (3) of
Section 4.02(a)(ii)(Y)(A) of
this Series Supplement (without giving effect to the Senior
Percentage) to the extent not
payable to the Senior Certificates; (ii) such Class's pro rata
share, based on the
Certificate Principal Balance of each Class of Subordinate
Certificates then outstanding, of
the principal collections described in Section
4.02(a)(ii)(Y)(B)(b) of this Series
Supplement (without giving effect to the Senior Accelerated
Distribution Percentage) to the
extent such collections are not otherwise distributed to the
Senior Certificates; (iii) the
product of (x) the related Prepayment Distribution Percentage
and (y) the aggregate of all
Principal Prepayments in Full received in the related Prepayment
Period and Curtailments
received in the preceding calendar month (other than the related
Discount Fraction of such
Principal Prepayments in Full and Curtailments with respect to a
Discount Mortgage Loan) to
the extent not payable to the Senior Certificates; (iv) if such
Class is the Class of
Subordinate Certificates with the Highest Priority, any Excess
Subordinate Principal Amount
for such Distribution Date; and (v) any amounts described in
clauses (i), (ii) and (iii) as
determined for any previous Distribution Date, that remain
undistributed to the extent that
such amounts are not attributable to Realized Losses which have
been allocated to a Class of
Subordinate Certificates minus (b) the sum of (i) with respect
to the Class of Subordinate
Certificates with the Lowest Priority, any Excess Subordinate
Principal Amount for such
Distribution Date; and (ii) the Capitalization Reimbursement
Amount for such Distribution
Date, other than the related Discount Fraction of any portion of
that amount related to each
Discount Mortgage Loan, multiplied by a fraction, the numerator
of which is the Subordinate
Principal Distribution Amount for such Class of Subordinate
Certificates, without giving
effect to this clause (b)(ii), and the denominator of which is
the sum of the principal
distribution amounts for all Classes of Certificates other than
the Class A-P Certificates,
without giving effect to any reductions for the Capitalization
Reimbursement Amount.
Trust Fund: The segregated pool of assets consisting of:
(i) the Mortgage Loans and the related Mortgage Files and
collateral securing such
Mortgage Loans,
(ii) all payments on and collections in respect of the Mortgage
Loans due after the
Cut-off Date (other than Monthly Payments due in the month of
the Cut-off
Date) as shall be on deposit in the Custodial Account or in the
Certificate
Account and identified as belonging to the Trust Fund but not
including
amounts on deposit in the Initial Monthly Payment Fund,
(iii) property that secured a Mortgage Loan and that has been
acquired for the
benefit of the Certificateholders by foreclosure or deed in lieu
of
foreclosure,
(iv) the hazard insurance policies and Primary Insurance
Policies, if any,
(v) the Initial Monthly Payment Fund, and
(vi) all proceeds of clauses (i) through (vi) above.
Uncertificated Accrued Interest: With respect to each
Distribution Date, as to each
Uncertificated Class A-V REMIC Regular Interest, an amount equal
to the aggregate amount of
Accrued Certificate Interest that would result under the terms
of the definition thereof on
the related classes of Certificates if the Pass-Through Rate on
such Classes were equal
to the related Uncertificated Class A-V REMIC Pass-Through Rate
and the notional amount of
such uncertificated interest were equal to the related
Uncertificated Class A-V REMIC
Notional Amount, and any reduction in the amount of Accrued
Certificate Interest
resulting from the allocation of Prepayment Interest Shortfalls,
Realized Losses or other
amounts to the Class A-V Certificateholders pursuant to Section
4.05 hereof shall be allocated
to the Uncertificated Class A-V REMIC Regular Interests pro rata
in accordance with the
amount of interest accrued with respect to each related
Uncertificated REMIC Notional Amount
and such Distribution Date.
Uncertificated Class A-V REMIC Notional Amount: With respect to
each Uncertificated
Class A-V REMIC Regular Interest, the Stated Principal Balance
of the related Mortgage Loan.
Uncertificated Class A-V REMIC Pass-Through Rate: With respect
to each
Uncertificated Class A-V REMIC Regular Interest, a per annum
rate equal to the Pool Strip
Rate with respect to the related Mortgage Loan.
Uncertificated Class A-V REMIC Regular Interest Distribution
Amounts: With respect
to any Distribution Date, the sum of the amounts deemed to be
distributed on the
Uncertificated Class A-V REMIC Regular Interests for such
Distribution Date pursuant to
Section 4.08(a).
Uncertificated Class A-V REMIC Regular Interests: The 1161
uncertificated partial
undivided beneficial ownership interests in the Trust Fund,
numbered sequentially from 1 to
1161, each relating to the particular Non-Discount Mortgage Loan
identified by sequential
number on the Mortgage Loan Schedule, each having no principal
balance, and each bearing
interest at the respective Pool Strip Rate on the Stated
Principal Balance of the related
Mortgage Loan.
Section 1.02 Use of Words and Phrases.
"Herein," "hereby," "hereunder," "hereof," "hereinbefore,"
"hereinafter" and other
equivalent words refer to the Pooling and Servicing Agreement as
a whole. All references
herein to Articles, Sections or Subsections shall mean the
corresponding Articles, Sections
and Subsections in the Pooling and Servicing Agreement. The
definitions set forth herein
include both the singular and the plural.
References in the Pooling and Servicing Agreement to "interest"
on and "principal" of
the Mortgage Loans shall mean, with respect to the Sharia
Mortgage Loans, amounts in respect
profit payments and acquisition payments, respectively.
ARTICLE II
ARTICLE II CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans. (See Section 2.01 of
the Standard Terms)
Section 2.02 Acceptance by Trustee. (See Section 2.02 of the
Standard Terms)
Section 2.03 Representations, Warranties and Covenants of the
Master Servicer and the
Company.
(a) For representations, warranties and covenants of the Master
Servicer, see
Section 2.03(a) of the Standard Terms.
(b) The Company hereby represents and warrants to the Trustee
for the benefit of
Certificateholders that as of the Closing Date (or, if otherwise
specified below, as of the
date so specified):
(i) No Mortgage Loan is 30 or more days Delinquent in payment of
principal and interest
as of the Cut-off Date and no Mortgage Loan has been so
Delinquent more than once in
the 12-month period prior to the Cut-off Date;
(ii) The information set forth in Exhibit One hereto with
respect to each Mortgage Loan or
the Mortgage Loans, as the case may be, is true and correct in
all material respects
at the date or dates respecting which such information is
furnished;
(iii) The Mortgage Loans are fully-amortizing (subject to
interest only periods, if
applicable), fixed-rate mortgage loans with level Monthly
Payments due, with respect
to a majority of the Mortgage Loans, on the first day of each
month and terms to
maturity at origination or modification of not more than 30
years;
(iv) To the best of the Company's knowledge, if a Mortgage Loan
is secured by a Mortgaged
Property with a Loan-to-Value Ratio at origination in excess of
80%, such Mortgage
Loan is the subject of a Primary Insurance Policy that insures
that (a) at least 30%
of the Stated Principal Balance of the Mortgage Loan at
origination if the
Loan-to-Value Ratio is between 95.00% and 90.01%, (b) at least
25% of such balance if
the Loan-to-Value Ratio is between 90.00% and 85.01%, and (c) at
least 12% of such
balance if the Loan-to-Value Ratio is between 85.00% and 80.01%.
To the best of the
Company's knowledge, each such Primary Insurance Policy is in
full force and effect
and the Trustee is entitled to the benefits thereunder;
(v) The issuers of the Primary Insurance Policies are insurance
companies whose
claims-paying abilities are currently acceptable to each Rating
Agency;
(vi) No more than 0.6% of the Mortgage Loans by aggregate
Cut-off Date Principal Balance
are secured by Mortgaged Properties located in any one zip code
area in the State of
Virginia and no more than 0.5% of the Mortgage Loans by
aggregate Cut-off Date
Principal Balance are secured by Mortgaged Properties located in
any one zip code
area outside the State of Virginia;
(vii) The improvements upon the Mortgaged Properties are insured
against loss by fire and
other hazards as required by the Program Guide, including flood
insurance if required
under the National Flood Insurance Act of 1968, as amended. The
Mortgage requires
the Mortgagor to maintain such casualty insurance at the
Mortgagor's expense, and on
the Mortgagor's failure to do so, authorizes the holder of the
Mortgage to obtain and
maintain such insurance at the Mortgagor's expense and to seek
reimbursement
therefore from the Mortgagor;
(viii) Immediately prior to the assignment of the Mortgage Loans
to the Trustee, the Company
had good title to, and was the sole owner of, each Mortgage Loan
free and clear of
any pledge, lien, encumbrance or security interest (other than
rights to servicing
and related compensation) and such assignment validly transfers
ownership of the
Mortgage Loans to the Trustee free and clear of any pledge,
lien, encumbrance or
security interest;
(ix) No more than 33.99% of the Mortgage Loans by aggregate
Cut-off Date Principal Balance
were underwritten under a reduced loan documentation
program;
(x) Each Mortgagor represented in its loan application with
respect to the related
Mortgage Loan that the Mortgaged Property would be
owner-occupied and therefore would
not be an investor property as of the date of origination of
such Mortgage Loan. No
Mortgagor is a corporation or a partnership;
(xi) None of the Mortgage Loans are Buydown Mortgage Loans;
(xii) Each Mortgage Loan constitutes a qualified mortgage under
Section 860G(a)(3)(A) of
the Code and Treasury Regulations Section 1.860G-2(a)(1);
(xiii) A policy of title insurance was effective as of the
closing of each Mortgage Loan and
is valid and binding and remains in full force and effect,
unless the Mortgaged
Properties are located in the State of Iowa and an attorney's
certificate has been
provided as described in the Program Guide;
(xiv) Except with respect to approximately 0.2% of the Mortgage
Loans, none of the Mortgage
Loans are Cooperative Loans;
(xv) Except with respect to approximately 1.7% of the Mortgage
Loans, none of the Mortgage
Loans were originated under a "streamlined" Mortgage Loan
program (through which no
new or updated appraisals of Mortgaged Properties are obtained
in connection with the
refinancing thereof), the related Seller has represented that
either (a) the value of
the related Mortgaged Property as of the date the Mortgage Loan
was originated was
not less than the appraised value of such property at the time
of origination of the
refinanced Mortgage Loan or (b) the Loan-to-Value Ratio of the
Mortgage Loan as of
the date of origination of the Mortgage Loan generally meets the
Company's
underwriting guidelines;
(xvi) Interest on each Mortgage Loan is calculated on the basis
of a 360-day year
consisting of twelve 30-day months;
(xvii) None of the Mortgage Loans contains in the related
Mortgage File a Destroyed Mortgage
Note; and
(xviii) None of the Mortgage Loans are Pledged Asset Loans or
Additional Collateral Loans.
It is understood and agreed that the representations and
warranties set forth in this
Section 2.03(b) shall survive delivery of the respective
Custodial Files to the Trustee or
the Custodian.
Upon discovery by any of the Company, the Master Servicer, the
Trustee, or the
Custodian of a breach of any of the representations and
warranties set forth in this Section
2.03(b) that materially and adversely affects the interests of
the Certificateholders in any
Mortgage Loan, the party discovering such breach shall give
prompt written notice to the
other parties (any Custodian being so obligated under a
Custodial Agreement); provided,
however, that in the event of a breach of the representation and
warranty set forth in
Section 2.03(b)(xii), the party discovering such breach shall
give such notice within five
days of discovery. Within 90 days of its discovery or its
receipt of notice of breach, the
Company shall either (i) cure such breach in all material
respects or (ii) purchase such
Mortgage Loan from the Trust Fund at the Purchase Price and in
the manner set forth in
Section 2.02; provided that the Company shall have the option to
substitute a Qualified
Substitute Mortgage Loan or Loans for such Mortgage Loan if such
substitution occurs within
two years following the Closing Date; provided that if the
omission or defect would cause
the Mortgage Loan to be other than a "qualified mortgage" as
defined in Section 860G(a)(3)
of the Code, any such cure or repurchase must occur within 90
days from the date such breach
was discovered. Any such substitution shall be effected by the
Company under the same terms
and conditions as provided in Section 2.04 for substitutions by
Residential Funding. It is
understood and agreed that the obligation of the Company to cure
such breach or to so
purchase or substitute for any Mortgage Loan as to which such a
breach has occurred and is
continuing shall constitute the sole remedy respecting such
breach available to the
Certificateholders or the Trustee on behalf of the
Certificateholders. Notwithstanding the
foregoing, the Company shall not be required to cure breaches or
purchase or substitute for
Mortgage Loans as provided in this Section 2.03(b) if the
substance of the breach of a
representation set forth above also constitutes fraud in the
origination of the Mortgage
Loan.
Section 2.04 Representations and Warranties of Residential
Funding. (See Section 2.04 of
the Standard Terms)
Section 2.05 Execution and Authentication of Class R
Certificates.
The Trustee acknowledges the assignment to it of the Mortgage
Loans and the delivery
of the Custodial Files to it, or any Custodian on its behalf,
subject to any exceptions
noted, together with the assignment to it of all other assets
included in the Trust Fund,
receipt of which is hereby acknowledged. Concurrently with such
delivery and in exchange
therefore, the Trustee, pursuant to the written request of the
Company executed by an
officer of the Company has executed and caused to be
authenticated and delivered to or upon
the order of the Company the Class R Certificates in authorized
denominations which evidence
ownership of the entire Trust Fund.
Section 2.06 [RESERVED].
Section 2.07 [RESERVED].
Section 2.08 Purposes and Powers of the Trust. (See Section 2.08
of the Standard Terms).
Section 2.09 Agreement Regarding Ability to Disclose.
The Company, the Master Servicer and the Trustee hereby agree,
notwithstanding any
other express or implied agreement to the contrary, that any and
all Persons, and any of
their respective employees, representatives, and other agents
may disclose, immediately upon
commencement of discussions, to any and all Persons, without
limitation of any kind, the tax
treatment and tax structure of the transaction and all materials
of any kind (including
opinions or other tax analyses) that are provided to any of them
relating to such tax
treatment and tax structure. For purposes of this paragraph, the
terms "tax treatment" and
"tax structure" are defined under Treasury
Regulationss.1.6011-4(c).
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Master Servicer to Act as Servicer. (See Section
3.01 of the Standard Terms)
Section 3.02 Subservicing Agreements Between Master Servicer and
Subservicers; Enforcement
of Subservicers' and Sellers' Obligations.
(a) The Master Servicer may continue in effect Subservicing
Agreements entered into by
Residential Funding and Subservicers prior to the execution and
delivery of this Agreement,
and may enter into new Subservicing Agreements with
Subservicers, for the servicing and
administration of all or some of the Mortgage Loans. Each
Subservicer shall be either (i)
an institution the accounts of which are insured by the FDIC or
(ii) another entity that
engages in the business of originating or servicing mortgage
loans, and in either case shall
be authorized to transact business in the state or states in
which the related Mortgaged
Properties it is to service are situated, if and to the extent
required by applicable law to
enable the Subservicer to perform its obligations hereunder and
under the Subservicing
Agreement, and in either case shall be a Freddie Mac, Fannie Mae
or HUD approved mortgage
servicer. In addition, any Subservicer of a Mortgage Loan
insured by the FHA must be an
FHA-approved servicer, and any Subservicer of a Mortgage Loan
guaranteed by the VA must be a
VA-approved servicer. Each Subservicer of a Mortgage Loan shall
be entitled to receive and
retain, as provided in the related Subservicing Agreement and in
Section 3.07, the related
Subservicing Fee from payments of interest received on such
Mortgage Loan after payment of
all amounts required to be remitted to the Master Servicer in
respect of such Mortgage
Loan. For any Mortgage Loan that is a Nonsubserviced Mortgage
Loan, the Master Servicer
shall be entitled to receive and retain an amount equal to the
Subservicing Fee from
payments of interest. Unless the context otherwise requires,
references in this Agreement
to actions taken or to be taken by the Master Servicer in
servicing the Mortgage Loans
include actions taken or to be taken by a Subservicer on behalf
of the Master Servicer.
Each Subservicing Agreement will be upon such terms and
conditions as are generally required
by, permitted by or consistent with the Program Guide and are
not inconsistent with this
Agreement and as the Master Servicer and the Subservicer have
agreed; provided that, the
Subservicing Agreement between the Master Servicer and Wells
Fargo, if any, will be upon
such terms and conditions as are consistent with this Agreement
and as the Master Servicer
and the Subservicer have agreed, which may not be consistent
with the Program Guide. With
the approval of the Master Servicer, a Subservicer may delegate
its servicing obligations to
third-party servicers, but such Subservicer will remain
obligated under the related
Subservicing Agreement. The Master Servicer and a Subservicer
may enter into amendments
thereto or a different form of Subservicing Agreement, and the
form referred to or included
in the Program Guide is merely provided for information and
shall not be deemed to limit in
any respect the discretion of the Master Servicer to modify or
enter into different
Subservicing Agreements; provided, however, that any such
amendments or different forms
shall be consistent with and not violate the provisions of
either this Agreement or the
Program Guide in a manner which would materially and adversely
affect the interests of the
Certificateholders. The Program Guide and any other Subservicing
Agreement entered into
between the Master Servicer and any Subservicer shall require
the Subservicer to accurately
and fully report its borrower credit files to each of the Credit
Repositories in a timely
manner.
(b) (See Section 3.02(b) of the Standard Terms)
Section 3.03 Successor Subservicers. (See Section 3.03 of the
Standard Terms)
Section 3.04 Liability of the Master Servicer. (See Section 3.04
of the Standard Terms)
Section 3.05 No Contractual Relationship Between Subservicer and
Trustee or
Certificateholders. (See Section 3.05 of the Standard Terms)
Section 3.06 Assumption or Termination of Subservicing
Agreements by Trustee. (See Section
3.06 of the Standard Terms)
Section 3.07 Collection of Certain Mortgage Loan Payments;
Deposits to Custodial Account.
(See Section 3.07 of the Standard Terms)
Section 3.08 Subservicing Accounts; Servicing Accounts. (See
Section 3.08 of the Standard
Terms)
Section 3.09 Access to Certain Documentation and Information
Regarding the Mortgage Loans.
(See Section 3.09 of the Standard Terms)
Section 3.10 Permitted Withdrawals from the Custodial Account.
(See Section 3.10 of the
Standard Terms)
Section 3.11 Maintenance of the Primary Insurance Policies;
Collections Thereunder. (See
Section 3.11 of the Standard Terms)
Section 3.12 Maintenance of Fire Insurance and Omissions and
Fidelity Coverage. (See
Section 3.12 of the Standard Terms)
Section 3.13 Enforcement of Due-on-Sale Clauses; Assumption and
Modification Agreements;
Certain Assignments. (See Section 3.13 of the Standard
Terms)
Section 3.14 Realization Upon Defaulted Mortgage Loans. (See
Section 3.14 of the Standard
Terms)
Section 3.15 Trustee to Cooperate; Release of Custodial Files.
(See Section 3.15 of the
Standard Terms)
Section 3.16 Servicing and Other Compensation; Compensating
Interest. (See Section 3.16 of
the Standard Terms)
Section 3.17 Reports to the Trustee and the Company. (See
Section 3.17 of the Standard
Terms)
Section 3.18 Annual Statement as to Compliance. (See Section
3.18 of the Standard Terms)
Section 3.19 Annual Independent Public Accountants' Servicing
Report. (See Section 3.19 of
the Standard Terms)
Section 3.20 Rights of the Company in Respect of the Master
Servicer. (See Section 3.20 of
the Standard Terms)
Section 3.21 Administration of Buydown Funds. (See Section 3.21
of the Standard Terms)
Section 3.22 Advance Facility. (See Section 3.22 of the Standard
Terms)
ARTICLE IV
PAYMENTS TO
CERTIFICATEHOLDERS
Section 4.01 Certificate Account. (See Section 4.01 of the
Standard Terms)
Section 4.02 Distributions.
(a) On each Distribution Date, (x) the Master Servicer on behalf
of the Trustee or (y)
the Paying Agent appointed by the Trustee, shall distribute (I)
to the Master Servicer or a
sub-servicer, in the case of a distribution pursuant to Section
4.02(a)(iii) below, the
amount required to be distributed to the Master Servicer or a
sub-servicer pursuant to
Section 4.02(a)(iii) below, and (II) to each Certificateholder
of record on the next
preceding Record Date (other than as provided in Section 9.01
respecting the final
distribution), either (1) in immediately available funds (by
wire transfer or otherwise) to
the account of such Certificateholder at a bank or other entity
having appropriate
facilities therefore, if such Certificateholder has so notified
the Master Servicer or the
Paying Agent, as the case may be, or (2) if such
Certificateholder has not so notified the
Master Servicer or the Paying Agent by the Record Date, by check
mailed to such
Certificateholder at the address of such Holder appearing in the
Certificate Register, such
Certificateholder's share (which share (A) with respect to each
Class of Certificates (other
than any Subclass of the Class A-V Certificates), shall be based
on the aggregate of the
Percentage Interests represented by Certificates of the
applicable Class held by such Holder
or (B) with respect to any Subclass of the Class A-V
Certificates, shall be equal to the
amount (if any) distributed pursuant to Section 4.02(a)(i) below
to each Holder of a
Subclass thereof) of the following amounts, in the following
order of priority (subject to
the provisions of Section 4.02(b) below), in each case to the
extent of the Available
Distribution Amount:
(i) to the Senior Certificates (other than the Principal Only
Certificates) on a pro rata
basis based on the Accrued Certificate Interest payable on such
Certificates with
respect to such Distribution Date, Accrued Certificate Interest
on such Classes of
Certificates (or Subclasses, if any, with respect to the Class
A-V Certificates) for
such Distribution Date, plus any Accrued Certificate Interest
thereon remaining
unpaid from any previous Distribution Date, except as provided
in the last paragraph
of this Section 4.02(a);
(ii) (X) to the Class A-P Certificates, the Class A-P Principal
Distribution
Amount (as defined in Section 4.02(b)(i) herein), until the
Certificate Principal
Balance of the Class A-P Certificates has been reduced to zero;
and
(Y) to the Senior Certificates (other than the Class A-P
Certificates), in the priorities and amounts set forth in
Sections 4.02(b)(ii)
through 4.02(d), the sum of the following (applied to reduce the
Certificate
Principal Balances of such Senior Certificates, as
applicable):
(A) the Senior Percentage for such Distribution Date times the
sum of the following:
(1) the principal portion of each Monthly Payment due during the
related Due Period on
each Outstanding Mortgage Loan (other than the related
Discount Fraction of the principal portion of such
payment with respect to a Discount Mortgage Loan),
whether or not received on or prior to the related
Determination Date, minus the principal portion of any
Debt Service Reduction (other than the related Discount
Fraction of the principal portion of such Debt Service
Reductions with respect to each Discount Mortgage Loan)
which together with other Bankruptcy Losses exceeds the
Bankruptcy Amount;
(2) the Stated Principal Balance of any Mortgage Loan
repurchased during the preceding
calendar month (or deemed to have been so repurchased in
accordance with Section 3.07(b) of the Standard Terms)
pursuant to Sections 2.02, 2.03, 2.04 or 4.07 and the
amount of any shortfall deposited in the Custodial
Account in connection with the substitution of a Deleted
Mortgage Loan pursuant to Section 2.03 or 2.04 during
the preceding calendar month (other than the related
Discount Fraction of such Stated Principal Balance or
shortfall with respect to each Discount Mortgage Loan);
and
(3) the principal portion of all other unscheduled collections
(other than Principal
Prepayments in Full and Curtailments and amounts
received in connection with a Cash Liquidation or REO
Disposition of a Mortgage Loan described in Section
4.02(a)(ii)(Y)(2)(B) of this Series Supplement,
including without limitation Insurance Proceeds,
Liquidation Proceeds and REO Proceeds) including
Subsequent Recoveries received during the preceding
calendar month (or deemed to have been so received in
accordance with Section 3.07(b) of the Standard Terms)
to the extent applied by the Master Servicer as
recoveries of principal of the related Mortgage Loan
pursuant to Section 3.14 of the Standard Terms (other
than the related Discount Fraction of the principal
portion of such unscheduled collections, with respect to
each Discount Mortgage Loan);
(B) with respect to each Mortgage Loan for which a Cash
Liquidation or a REO Disposition
occurred during the preceding calendar month (or was deemed
to
have occurred during such period in accordance with Section
3.07(b) of the Standard Terms) and did not result in any
Excess
Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy
Losses or Extraordinary Losses, an amount equal to the
lesser
of (a) the Senior Percentage for such Distribution Date
times
the Stated Principal Balance of such Mortgage Loan (other
than
the related Discount Fraction of such Stated Principal
Balance,
with respect to each Discount Mortgage Loan) and (b) the
Senior
Accelerated Distribution Percentage for such Distribution
Date
times the related unscheduled collections (including without
limitation Insurance Proceeds, Liquidation Proceeds and REO
Proceeds) to the extent applied by the Master Servicer as
recoveries of principal of the related Mortgage Loan
pursuant
to Section 3.14 of the Standard Terms (in each case other
than
the portion of such unscheduled collections, with respect to
a
Discount Mortgage Loan, included in Section 4.02(b)(i)(C) of
this Series Supplement);
(C) the Senior Accelerated Distribution Percentage for such
Distribution Date times the
aggregate of all Principal Prepayments in Full received in
the
related Prepayment Period and Curtailments received in the
preceding calendar month (other than the related Discount
Fraction of such Principal Prepayments in Full and
Curtailments, with respect to each Discount Mortgage Loan);
(D) any Excess Subordinate Principal Amount for such
Distribution Date;
(E) any amounts described in subsection (ii)(Y), clauses (A),
(B) and (C) of this Section
4.02(a), as determined for any previous Distribution Date,
which remain unpaid after application of amounts previously
distributed pursuant to this clause (E) to the extent that
such
amounts are not attributable to Realized Losses which have
been
allocated to the Subordinate Certificates; minus
(F) the Capitalization Reimbursement Amount for such
Distribution Date, other than the
related Discount Fraction of any portion of that amount
related
to each Discount Mortgage Loan, multiplied by a fraction,
the
numerator of which is the Senior Principal Distribution
Amount,
without giving effect to this clause (F), and the
denominator
of which is the sum of the principal distribution amounts
for
all Classes of Certificates other than the Class A-P
Certificates, without giving effect to any reductions for
the
Capitalization Reimbursement Amount;
(iii) if the Certificate Principal Balances of the Subordinate
Certificates have not been
reduced to zero, to the Master Servicer or a Sub-Servicer, by
remitting for deposit
to the Custodial Account, to the extent of and in reimbursement
for any Advances or
Sub-Servicer Advances previously made with respect to any
Mortgage Loan or REO
Property which remain unreimbursed in whole or in part following
the Cash Liquidation
or REO Disposition of such Mortgage Loan or REO Property, minus
any such Advances
that were made with respect to delinquencies that ultimately
constituted Excess
Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy
Losses or Extraordinary
Losses;
(iv) to the Holders of the Class M-1 Certificates, the Accrued
Certificate Interest
thereon for such Distribution Date, plus any Accrued Certificate
Interest thereon
remaining unpaid from any previous Distribution Date, except as
provided below;
(v) to the Holders of the Class M-1 Certificates, an amount
equal to (x) the Subordinate
Principal Distribution Amount for such Class of Certificates for
such Distribution
Date, minus (y) the amount of any Class A-P Collection
Shortfalls for such
Distribution Date or remaining unpaid for all previous
Distribution Dates, to the
extent the amounts available pursuant to clause (x) of Sections
4.02(a)(vii), (ix),
(xi), (xiii), (xiv) and (xv) of this Series Supplement are
insufficient therefore,
applied in reduction of the Certificate Principal Balance of the
Class M-1
Certificates;
(vi) to the Holders of the Class M-2 Certificates, the Accrued
Certificate Interest
thereon for such Distribution Date, plus any Accrued Certificate
Interest thereon
remaining unpaid from any previous Distribution Date, except as
provided below;
(vii) to the Holders of the Class M-2 Certificates, an amount
equal to (x) the Subordinate
Principal Distribution Amount for such Class of Certificates for
such Distribution
Date, minus (y) the amount of any Class A-P Collection
Shortfalls for such
Distribution Date or remaining unpaid for all previous
Distribution Dates, to the
extent the amounts available pursuant to clause (x) of Sections
4.02(a)(ix), (xi),
(xiii), (xiv) and (xv) of this Series Supplement are
insufficient therefore, applied
in reduction of the Certificate Principal Balance of the Class
M-2 Certificates;
(viii) to the Holders of the Class M-3 Certificates, the Accrued
Certificate Interest
thereon for such Distribution Date, plus any Accrued Certificate
Interest thereon
remaining unpaid from any previous Distribution Date, except as
provided below;
(ix) to the Holders of the Class M-3 Certificates, an amount
equal to (x) the Subordinate
Principal Distribution Amount for such Class of Certificates for
such Distribution
Date minus (y) the amount of any Class A-P Collection Shortfalls
for such
Distribution Date or remaining unpaid for all previous
Distribution Dates, to the
extent the amounts available pursuant to clause (x) of Sections
4.02(a)(xi), (xiii),
(xiv) and (xv) of this Series Supplement are insufficient
therefore, applied in
reduction of the Certificate Principal Balance of the Class M-3
Certificates;
(x) to the Holders of the Class B-1 Certificates, the Accrued
Certificate Interest
thereon for such Distribution Date, plus any Accrued Certificate
Interest thereon
remaining unpaid from any previous Distribution Date, except as
provided below;
(xi) to the Holders of the Class B-1 Certificates, an amount
equal to (x) the Subordinate
Principal Distribution Amount for such Class of Certificates for
such Distribution
Date minus (y) the amount of any Class A-P Collection Shortfalls
for such
Distribution Date or remaining unpaid for all previous
Distribution Dates, to the
extent the amounts available pursuant to clause (x) of Sections
4.02(a)(xiii), (xiv)
and (xv) of this Series Supplement are insufficient therefore,
applied in reduction
of the Certificate Principal Balance of the Class B-1
Certificates;
(xii) to the Holders of the Class B-2 Certificates, the Accrued
Certificate Interest
thereon for such Distribution Date, plus any Accrued Certificate
Interest thereon
remaining unpaid from any previous Distribution Date, except as
provided below;
(xiii) to the Holders of the Class B-2 Certificates, an amount
equal to (x) the Subordinate
Principal Distribution Amount for such Class of Certificates for
such Distribution
Date minus (y) the amount of any Class A-P Collection Shortfalls
for such
Distribution Date or remaining unpaid for all previous
Distribution Dates, to the
extent the amounts available pursuant to clause (x) of Sections
4.02(a)(xiv) and (xv)
of this Series Supplement are insufficient therefore, applied in
reduction of the
Certificate Principal Balance of the Class B-2 Certificates;
(xiv) to the Holders of the Class B-3 Certificates, an amount
equal to (x) the Accrued
Certificate Interest thereon for such Distribution Date, plus
any Accrued Certificate
Interest thereon remaining unpaid from any previous Distribution
Date, except as
provided below, minus (y) the amount of any Class A-P Collection
Shortfalls for such
Distribution Date or remaining unpaid for all previous
Distribution Dates, to the
extent the amounts available pursuant to clause (x) of Section
4.02(a)(xv) of this
Series Supplement are insufficient therefore;
(xv) to the Holders of the Class B-3 Certificates, an amount
equal to (x) the Subordinate
Principal Distribution Amount for such Class of Certificates for
such Distribution
Date minus (y) the amount of any Class A-P Collection Shortfalls
for such
Distribution Date or remaining unpaid for all previous
Distribution Dates, applied in
reduction of the Certificate Principal Balance of the Class B-3
Certificates;
(xvi) to the Senior Certificates, in the priority set forth in
Section 4.02(b) of this
Series Supplement, the portion, if any, of the Available
Distribution Amount
remaining after the foregoing distributions, applied to reduce
the Certificate
Principal Balances of such Senior Certificates, but in no event
more than the
aggregate of the outstanding Certificate Principal Balances of
each such Class of
Senior Certificates, and thereafter, to each Class of
Subordinate Certificates then
outstanding beginning with such Class with the Highest Priority,
any portion of the
Available Distribution Amount remaining after the Senior
Certificates have been
retired, applied to reduce the Certificate Principal Balance of
each such Class of
Subordinate Certificates, but in no event more than the
outstanding Certificate
Principal Balance of each such Class of Subordinate
Certificates; and
(xvii) to the Class R Certificates, the balance, if any, of the
Available Distribution
Amount.
Notwithstanding the foregoing, on any Distribution Date, with
respect to the Class of
Subordinate Certificates outstanding on such Distribution Date
with the Lowest Priority, or
in the event the Subordinate Certificates are no longer
outstanding, the Senior
Certificates, Accrued Certificate Interest thereon remaining
unpaid from any previous
Distribution Date will be distributable only to the extent that
(1) a shortfall in the
amounts available to pay Accrued Certificate Interest on any
Class of Certificates results
from an interest rate reduction in connection with a Servicing
Modification, or (2) such
unpaid Accrued Certificate Interest was attributable to interest
shortfalls relating to the
failure of the Master Servicer to make any required Advance, or
the determination by the
Master Servicer that any proposed Advance would be a
Nonrecoverable Advance with respect to
the related Mortgage Loan where such Mortgage Loan has not yet
been the subject of a Cash
Liquidation or REO Disposition or the related Liquidation
Proceeds, Insurance Proceeds and
REO Proceeds have not yet been distributed to the
Certificateholders.
(b) Distributions of principal on the Senior Certificates on
each Distribution Date
occurring prior to the Credit Support Depletion Date will be
made as follows:
(i) to the Class A-P Certificates, until the Certificate
Principal Balance thereof is
reduced to zero, an amount (the "Class A-P Principal
Distribution Amount") equal to
the aggregate of:
(A) the related Discount Fraction of the principal portion of
each Monthly Payment on
each Discount Mortgage Loan due during the related Due Period,
whether or
not received on or prior to the related Determination Date,
minus the
Discount Fraction of the principal portion of any related Debt
Service
Reduction which together with other Bankruptcy Losses exceeds
the
Bankruptcy Amount;
(B) the related Discount Fraction of the principal portion of
all unscheduled collections
on each Discount Mortgage Loan received during the preceding
calendar month
or, in the case of Principal Prepayments in Full, during the
related
Prepayment Period (other than amounts received in connection
with a Cash
Liquidation or REO Disposition of a Discount Mortgage Loan
described in
clause (C) below), including Principal Prepayments in Full,
Curtailments,
Subsequent Recoveries and repurchases (including deemed
repurchases under
Section 3.07(b) of the Standard Terms) of Discount Mortgage
Loans (or, in
the case of a substitution of a Deleted Mortgage Loan, the
Discount
Fraction of the amount of any shortfall deposited in the
Custodial Account
in connection with such substitution);
(C) in connection with the Cash Liquidation or REO Disposition
of a Discount Mortgage
Loan that did not result in any Excess Special Hazard Losses,
Excess Fraud
Losses, Excess Bankruptcy Losses or Extraordinary Losses, an
amount equal
to the lesser of (1) the applicable Discount Fraction of the
Stated
Principal Balance of such Discount Mortgage Loan immediately
prior to such
Distribution Date and (2) the aggregate amount of the
collections on such
Discount Mortgage Loan to the extent applied as recoveries of
principal;
(D) any amounts allocable to principal for any previous
Distribution Date (calculated
pursuant to clauses (A) through (C) above) that remain
undistributed; and
(E) the amount of any Class A-P Collection Shortfalls for such
Distribution Date and the
amount of any Class A-P Collection Shortfalls remaining unpaid
for all
previous Distribution Dates, but only to the extent of the
Eligible Funds
for such Distribution Date; minus
(F) the related Discount Fraction of the portion of the
Capitalization Reimbursement
Amount for such Distribution Date, if any, related to each
Discount
Mortgage Loan; and
(ii) the Senior Principal Distribution Amount shall be
distributed in the following manner
and priority:
(A) first, to the Class R Certificates, until the Certificate
Principal Balance thereof
has been reduced to zero;
(B) second, the balance of the Senior Principal Distribution
Amount remaining after the
distributions, if any, described in section 4.02(b)(ii)(A) above
will be
distributed concurrently as follows:
(1) 93.8384944505% of the amount described in Section
4.02(b)(ii)(B) will be distributed
to the Class A-1 Certificates until the Certificate Principal
Balance
thereto has been reduced to zero; and
(2) 6.1615055495% of the amount described in Section
4.02(b)(ii)(B) will be distributed
in the following manner and priority:
i. first, to the Class A-4 Certificates, an amount up to the
Lockout Amount for that
Distribution Date, until the Certificate Principal
Balance thereof has been reduced to zero;
ii. second, to the Class A-2 and Class A-3 Certificates,
sequentially, in that order,
until the Certificate Principal Balances thereof have
been reduced to zero; and
iii. third, to the Class A-4 Certificates, without regard to the
Lockout Amount for that
distribution date, until the Certificate Principal
Balance thereof has been reduced to zero.
(c) On or after the occurrence of the Credit Support Depletion
Date, all priorities
relating to distributions as described in Section 4.02(b) of
this Series Supplement in
respect of principal among the Senior Certificates (other than
the Class A-P Certificates)
will be disregarded, and (i) an amount equal to the Discount
Fraction of the principal
portion of scheduled payments and unscheduled collections
received or advanced in respect of
the Discount Mortgage Loans minus the Discount Fraction of the
portion of the Capitalization
Reimbursement Amount for such Distribution Date will be
distributed to the Class A-P
Certificates, (ii) the Senior Principal Distribution Amount will
be distributed to the
remaining Senior Certificates (other than the Class A-P
Certificates) pro rata in accordance
with their respective outstanding Certificate Principal Balances
and (iii) the amount set
forth in Section 4.02(a)(i) herein will be distributed as set
forth therein.
(d) After the reduction of the Certificate Principal Balances of
the Senior Certificates
(other than the Class A-P Certificates) to zero but prior to the
Credit Support Depletion
Date, the Senior Certificates (other than the Class A-P
Certificates) will be entitled to no
further distributions of principal thereon and the Available
Distribution Amount will be
paid solely to the holders of the Class A-P Certificates, Class
A-V Certificates, Class M
Certificates and Class B Certificates, in each case as described
herein.
(e) In addition to the foregoing distributions, with respect to
any Subsequent
Recoveries, the Master Servicer shall deposit such funds into
the Custodial Account pursuant
to Section 3.07(b)(iii). If, after taking into account such
Subsequent Recoveries, the
amount of a Realized Loss is reduced, the amount of such
Subsequent Recoveries will be
applied to increase the Certificate Principal Balance of the
Class of Subordinate
Certificates with the Highest Priority to which Realized Losses,
other than Excess
Bankruptcy Losses, Excess Fraud Losses, Excess Special Hazard
Losses and Extraordinary
Losses, have been allocated, but not by more than the amount of
Realized Losses previously
allocated to that Class of Certificates pursuant to Section
4.05. The amount of any
remaining Subsequent Recoveries will be applied to increase the
Certificate Principal
Balance of the Class of Certificates with the next Lower
Priority, up to the amount of such
Realized Losses previously allocated to that Class of
Certificates pursuant to Section
4.05. Any remaining Subsequent Recoveries will in turn be
applied to increase the
Certificate Principal Balance of the Class of Certificates with
the next Lower Priority up
to the amount of such Realized Losses previously allocated to
that Class of Certificates
pursuant to Section 4.05, and so on. Holders of such
Certificates will not be entitled to
any payment in respect of Accrued Certificate Interest on the
amount of such increases for
any Interest Accrual Period preceding the Distribution Date on
which such increase occurs.
Any such increases shall be applied to the Certificate Principal
Balance of each Certificate
of such Class in accordance with its respective Percentage
Interest.
(f) Each distribution with respect to a Book-Entry Certificate
shall be paid to the
Depository, as Holder thereof, and the Depository shall be
solely responsible for crediting
the amount of such distribution to the accounts of its
Depository Participants in accordance
with its normal procedures. Each Depository Participant shall be
responsible for disbursing
such distribution to the Certificate Owners that it represents
and to each indirect
participating brokerage firm (a "brokerage firm" or "indirect
participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for
disbursing funds to the
Certificate Owners that it represents. None of the Trustee, the
Certificate Registrar, the
Company or the Master Servicer shall have any responsibility
therefore except as otherwise
provided by this Series Supplement or applicable law.
(g) Except as otherwise provided in Section 9.01, if the Master
Servicer anticipates that
a final distribution with respect to any Class of Certificates
will be made on a future
Distribution Date, the Master Servicer shall, no later than 40
days prior to such final
distribution, notify the Trustee and the Trustee shall, not
earlier than the 15th day and
not later than the 25th day of the month next preceding the
month of such final
distribution, distribute, or cause to be distributed to each
Holder of such Class of
Certificates a notice to the effect that: (i) the Trustee
anticipates that the final
distribution with respect to such Class of Certificates will be
made on such Distribution
Date but only upon presentation and surrender of such
Certificates at the office of the
Trustee or as otherwise specified therein, and (ii) no interest
shall accrue on such
Certificates from and after the end of the related Interest
Accrual Period. In the event
that Certificateholders required to surrender their Certificates
pursuant to Section 9.01(c)
do not surrender their Certificates for final cancellation, the
Trustee shall cause funds
distributable with respect to such Certificates to be withdrawn
from the Certificate Account
and credited to a separate escrow account for the benefit of
such Certificateholders as
provided in Section 9.01(d).
Section 4.03 Statements to Certificateholders; Statements to
Rating Agencies; Exchange Act
Reporting. (See Section 4.03 of the Standard Terms and Exhibit
Three
hereto)
Section 4.04 Distribution of Reports to the Trustee and the
Company; Advances by the Master
Servicer. (See Section 4.04 of the Standard Terms)
Section 4.05 Allocation of Realized Losses.
Prior to each Distribution Date, the Master Servicer shall
determine the total amount
of Realized Losses, if any, that resulted from any Cash
Liquidation, Servicing Modification,
Debt Service Reduction, Deficient Valuation or REO Disposition
that occurred during the
related Prepayment Period or, in the case of a Servicing
Modification that constitutes a
reduction of the interest rate on a Mortgage Loan, the amount of
the reduction in the
interest portion of the Monthly Payment due during the related
Due Period. The amount of
each Realized Loss shall be evidenced by an Officers'
Certificate. All Realized Losses,
other than Excess Special Hazard Losses, Extraordinary Losses,
Excess Bankruptcy Losses or
Excess Fraud Losses, shall be allocated as follows: first, to
the Class B-3 Certificates
until the Certificate Principal Balance thereof has been reduced
to zero; second, to the
Class B-2 Certificates until the Certificate Principal Balance
thereof has been reduced to
zero; third, to the Class B-1 Certificates until the Certificate
Principal Balance thereof
has been reduced to zero; fourth, to the Class M-3 Certificates
until the Certificate
Principal Balance thereof has been reduced to zero; fifth, to
the Class M-2 Certificates
until the Certificate Principal Balance thereof has been reduced
to zero; sixth, to the
Class M-1 Certificates until the Certificate Principal Balance
thereof has been reduced to
zero; and, thereafter, if any such Realized Losses are on a
Discount Mortgage Loan, to the
Class A-P Certificates in an amount equal to the Discount
Fraction of the principal portion
thereof, and the remainder of such Realized Losses on the
Discount Mortgage Loans and the
entire amount of such Realized Losses on Non-Discount Mortgage
Loans will be allocated among
all the Senior Certificates (other than the Class A-V
Certificates and Class A-P
Certificates) in the case of the principal portion of such loss
on a pro rata basis and
among all of the Senior Certificates (other than the Class A-P
Certificates) in the case of
the interest portion of such loss on a pro rata basis, as
described below.
On any Distribution Date, Realized Losses will be allocated as
set forth herein after
distributions of principal on the Certificates as set forth
herein.
As used herein, an allocation of a Realized Loss on a "pro rata
basis" among two or
more specified Classes of Certificates means an allocation on a
pro rata basis, among the
various Classes so specified, to each such Class of Certificates
on the basis of their then
outstanding Certificate Principal Balances prior to giving
effect to distributions to be
made on such Distribution Date in the case of the principal
portion of a Realized Loss or
based on the Accrued Certificate Interest thereon payable on
such Distribution Date (without
regard to any Compensating Interest for such Distribution Date)
in the case of an interest
portion of a Realized Loss. Except as provided in the following
sentence, any allocation of
the principal portion of Realized Losses (other than Debt
Service Reductions) to a Class of
Certificates shall be made by reducing the Certificate Principal
Balance thereof by the
amount so allocated, which allocation shall be deemed to have
occurred on such Distribution
Date; provided that no such reduction shall reduce the aggregate
Certificate Principal
Balance of the Certificates below the aggregate Stated Principal
Balance of the Mortgage
Loans. Any allocation of the principal portion of Realized
Losses (other than Debt Service
Reductions) to the Subordinate Certificates then outstanding
with the Lowest Priority shall
be made by operation of the definition of "Certificate Principal
Balance" and by operation
of the provisions of Section 4.02(a). Allocations of the
interest portions of Realized
Losses (other than any interest rate reduction resulting from a
Servicing Modification)
shall be made in proportion to the amount of Accrued Certificate
Interest and by operation
of the definition of "Accrued Certificate Interest" and by
operation of the provisions of
Section 4.02(a). Allocations of the interest portion of a
Realized Loss resulting from an
interest rate reduction in connection with a Servicing
Modification shall be made by
operation of the provisions of Section 4.02(a). Allocations of
the principal portion of
Debt Service Reductions shall be made by operation of the
provisions of Section 4.02(a).
All Realized Losses and all other losses allocated to a Class of
Certificates hereunder will
be allocated among the Certificates of such Class in proportion
to the Percentage Interests
evidenced thereby; provided that if any Subclasses of the Class
A-V Certificates have been
issued pursuant to Section 5.01(c), such Realized Losses and
other losses allocated to the
Class A-V Certificates shall be allocated among such Subclasses
in proportion to the
respective amounts of Accrued Certificate Interest payable on
such Distribution Date that
would have resulted absent such reductions.
Section 4.06 Reports of Foreclosures and Abandonment of
Mortgaged Property. (See Section
4.06 of the Standard Terms)
Section 4.07 Optional Purchase of Defaulted Mortgage Loans. (See
Section 4.07 of the
Standard Terms)
Section 4.08 Surety Bond. (See Section 4.08 of the Standard
Terms)
ARTICLE V
THE CERTIFICATES
(SEE ARTICLE V OF THE STANDARD TERMS)
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
(SEE ARTICLE VI OF THE STANDARD TERMS)
ARTICLE VII
DEFAULT
(SEE ARTICLE VII OF THE STANDARD TERMS)
ARTICLE VIII
CONCERNING THE TRUSTEE
(SEE ARTICLE VIII OF THE STANDARD TERMS)
ARTICLE IX
TERMINATION OR OPTIONAL PURCHASE OF ALL CERTIFICATES
(SEE ARTICLE IX OF THE STANDARD TERMS)
ARTICLE X
REMIC PROVISIONS
Section 10.01 REMIC Administration. (See Section 10.01 of the
Standard Terms).
Section 10.02 Master Servicer; REMIC Administrator and Trustee
Indemnification. (See
Section 10.02 of the Standard Terms).
Section 10.03 Designation of REMIC(s).
The REMIC Administrator will make an election to treat the
entire segregated pool of
assets (including the Mortgage Loans but excluding the Initial
Monthly Payment Fund)
described in the definition of Trust Fund, and subject to this
Agreement, as a REMIC for
federal income tax purposes.
The Class A-1, Class A-2, Class A-3, Class A-4, Class A-P, Class
M-1, Class M-2,
Class M-3, Class B-1, Class B-2 and Class B-3 Certificates and
the Uncertificated Class A-V
REMIC Regular Interests, the rights in and to which will be
represented by the Class A-V
Certificates, will be "regular interests" in the REMIC, and the
Class R Certificates will be
the sole class of "residual interests" therein for purposes of
the REMIC Provisions (as
defined in the Standard Terms) under federal income tax law. On
and after the date of
issuance of any Subclass of Class A-V Certificates pursuant to
Section 5.01(c) of the
Standard Terms, any such Subclass will represent the
Uncertificated Class A-V REMIC Regular
Interest or Interests specified by the initial Holder of the
Class A-V Certificates pursuant
to said Section.
Section 10.04 Distributions on the Uncertificated Class A-V
REMIC Regular Interests.
(a) On each Distribution Date the Trustee shall be deemed to
distribute to itself, as the
holder of the Uncertificated Class A-V REMIC Regular Interests,
Uncertificated Accrued
Interest on the Uncertificated Class A-V REMIC Regular Interests
for such Distribution Date,
plus any Uncertificated Accrued Interest thereon remaining
unpaid from any previous
Distribution Date.
(b) In determining from time to time the Uncertificated Class
A-V REMIC Regular Interest
Distribution Amounts, Realized Losses allocated to the Class A-V
Certificates under Section
4.05 shall be deemed allocated to Uncertificated Class A-V REMIC
Regular Interests on a pro
rata basis based on the Uncertificated Class A-V REMIC Accrued
Interest for the related
Distribution Date.
(c) On each Distribution Date, the Trustee shall be deemed to
distribute from the Trust
Fund, in the priority set forth in Section 4.02(a), to the Class
A-V Certificates, the
amounts distributable thereon from the Uncertificated Class A-V
REMIC Regular Interest
Distribution Amounts deemed to have been received by the Trustee
from the Trust Fund under
this Section 10.04. The amount deemed distributable hereunder
with respect to the Class A-V
Certificates shall equal 100% of the amounts payable with
respect to the Uncertificated
Class A-V REMIC Regular Interests.
(d) Notwithstanding the deemed distributions on the
Uncertificated Class A-V REMIC
Regular Interests described in this Section 10.04, distributions
of funds from the
Certificate Account shall be made only in accordance with
Section 4.02.
Section 10.05 Compliance with Withholding Requirements.
Notwithstanding any other provision of this Agreement, the
Trustee or any Paying
Agent, as applicable, shall comply with all federal withholding
requirements respecting
payments to Certificateholders, including interest or original
issue discount payments or
advances thereof that the Trustee or any Paying Agent, as
applicable, reasonably believes
are applicable under the Code. The consent of Certificateholders
shall not be required for
such withholding. In the event the Trustee or any Paying Agent,
as applicable, does
withhold any amount from interest or original issue discount
payments or advances thereof to
any Certificateholder pursuant to federal withholding
requirements, the Trustee or any
Paying Agent, as applicable, shall indicate the amount withheld
to such Certificateholder
pursuant to the terms of such requirements.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment. (See Section 11.01 of the Standard
Terms)
Section 11.02 Recordation of Agreement, Counterparts. (See
Section 11.02 of the Standard
Terms)
Section 11.03 Limitation on Rights of Certificateholders. (See
Section 11.03 of the
Standard Terms)
Section 11.04 Governing Laws. (See Section 11.04 of the Standard
Terms)
Section 11.05 Notices.
All demands and notices hereunder shall be in writing and shall
be deemed to have
been duly given if personally delivered at or mailed by
registered mail, postage prepaid
(except for notices to the Trustee which shall be deemed to have
been duly given only when
received), to the appropriate address for each recipient listed
in the table below or, in
each case, such other address as may hereafter be furnished in
writing to the Master
Servicer, the Trustee and the Company, as applicable:
Recipient Address
Company 8400 Normandale Lake Boulevard
Suite 250, Minneapolis, Minnesota 55437,
Attention: President
Master Servicer 2255 N. Ontario Street, Suite 400
Burbank, California 91504-2130,
Attention: Managing Director/Master Servicing
Trustee U.S. Bank National Association
Mail Code: EP-MN-WS3D
60 Livingston Avenue
St. Paul, Minnesota 55107-2292
Attention: Structured Finance/RFMSI 2006-S11
Fitch Ratings One State Street Plaza
New York, New York 10004
Standard & Poor's 55 Water Street
New York, New York 10041
Any notice required or permitted to be mailed to a
Certificateholder shall be given by first
class mail, postage prepaid, at the address of such Holder as
shown in the Certificate
Register. Any notice so mailed within the time prescribed in
this Agreement shall be
conclusively presumed to have been duly given, whether or not
the Certificateholder receives
such notice.
Section 11.06 Required Notices to Rating Agency and Subservicer.
(See Section 11.06 of the
Standard Terms)
Section 11.07 Severability of Provisions. (See Section 11.07 of
the Standard Terms)
Section 11.08 Supplemental Provisions for Resecuritization. (See
Section 11.08 of the
Standard Terms)
Section 11.09 Allocation of Voting Rights.
98.0% of all Voting Rights shall be allocated among Holders of
Certificates, other
than the Interest Only Certificates and the Class R
Certificates, in proportion to the
outstanding Certificate Principal Balances of their respective
Certificates, 1.0% of all
Voting Rights shall be allocated among the Holders of the Class
A-V Certificates in
accordance with their respective Percentage Interests and 1.0%
of all Voting Rights shall be
allocated among the Holders of the Class R Certificates,
respectively, in accordance with
their respective Percentage Interests.
Section 11.10 No Petition. (See Section 11.10 of the Standard
Terms).
ARTICLE XII
COMPLIANCE WITH REGULATION AB
(SEE ARTICLE XII OF THE STANDARD TERMS)
IN WITNESS WHEREOF, the Company, the Master Servicer and the
Trustee have caused
their names to be signed hereto by their respective officers
thereunto duly authorized and
their respective seals, duly attested, to be hereunto affixed,
all as of the day and year
first above written.
[Seal] RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
Attest: By:______________________________
Name: Joseph Orning Name: Christopher Martinez
Title: Vice President Title: Vice President
[Seal] RESIDENTIAL FUNDING COMPANY, LLC
Attest: By: ______________________________
Name: Christopher Martinez Name: Joseph Orning
Title: Associate Title: Associate
[Seal] U.S. BANK NATIONAL ASSOCIATION,
AS TRUSTEE
Attest: By: ______________________________
Name: Name:
Title: Title:
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the _____ day of November, 2006 before me, a notary public in
and for said
State, personally appeared Christopher Martinez, known to me to
be a Vice President of
Residential Funding Mortgage Securities I, Inc., one of the
corporations that executed the
within instrument, and also known to me to be the person who
executed it on behalf of said
corporation, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal
the day and year in this certificate first above written.
Notary Public
____________________________________
[Notarial Seal]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the ____ day of November, 2006 before me, a notary public in
and for said
State, personally appeared Joseph Orning, known to me to be an
Associate of Residential
Funding Company, LLC, one of the corporations that executed the
within instrument, and also
known to me to be the person who executed it on behalf of said
corporation, and acknowledged
to me that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal
the day and year in this certificate first above written.
Notary Public
______________________________
[Notarial Seal]
STATE OF MINNESOTA )
) ss.:
COUNTY OF RAMSEY )
On the ___ day of November, 2006 before me, a notary public in
and for said
State, personally appeared _________________________, known to
me to be an
_________________________ of U.S. Bank National Association, a
national banking association
that executed the within instrument, and also known to me to be
the person who executed it
on behalf of said national banking association and acknowledged
to me that such national
banking association executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal
the day and year in this certificate first above written.
Notary Public
_____________________________
[Notarial Seal]
EXHIBIT ONE
MORTGAGE LOAN SCHEDULE
(AVAILABLE FROM THE COMPANY UPON REQUEST)
EXHIBIT TWO
SCHEDULE OF DISCOUNT FRACTIONS
(AVAILABLE FROM THE COMPANY UPON REQUEST)
Schedule of Discount Fractions
Loan Number Current Balance Net Mortgage Rate Discount Fraction
PO Balance
10141061 $984,171.38 5.595% 6.7500% $66,431.57
10648440 $422,209.50 5.595% 6.7500% $28,499.14
10648726 $539,429.82 5.845% 2.5833% $13,935.27
10682860 $748,850.00 5.845% 2.5833% $19,345.29
10694814 $269,843.72 5.970% .5000% $1,349.22
10718980 $920,000.00 5.595% 6.7500% $62,100.00
10719034 $744,258.34 5.720% 4.6667% $34,732.06
10720264 $1,027,024.59 5.970% .5000% $5,135.12
10720330 $1,078,975.25 5.970% .5000% $5,394.88
10720362 $999,028.06 5.845% 2.5833% $25,808.22
10720374 $609,420.29 5.970% .5000% $3,047.10
10720410 $799,240.93 5.970% .5000% $3,996.20
10730710 $399,620.46 5.970% .5000% $1,998.10
10730714 $670,363.33 5.970% .5000% $3,351.82
10730720 $437,000.00 5.595% 6.7500% $29,497.50
10731652 $540,000.00 5.470% 8.8333% $47,700.00
10749378 $465,000.00 5.470% 8.8333% $41,075.00
10759644 $480,000.00 5.845% 2.5833% $12,400.00
10762538 $475,000.00 5.970% .5000% $2,375.00
10779968 $569,446.00 5.845% 2.5833% $14,710.69
10780068 $750,000.00 5.970% .5000% $3,750.00
10917055 $450,591.05 5.970% .5000% $2,252.96
10933057 $503,422.05 5.595% 6.7500% $33,980.99
10944037 $1,591,567.06 5.470% 8.8333% $140,588.42
10956617 $84,821.42 5.970% .5000% $424.11
10974585 $646,000.00 5.970% .5000% $3,230.00
10984013 $499,048.69 5.970% .5000% $2,495.24
10984549 $593,280.00 5.845% 2.5833% $15,326.40
10998403 $999,031.17 5.970% .5000% $4,995.16
11002133 $588,850.17 5.845% 2.5833% $15,211.96
11002213 $619,382.78 5.720% 4.6667% $28,904.53
11002243 $468,992.72 5.345% 10.9167% $51,198.37
11002249 $657,375.66 5.970% .5000% $3,286.88
11002255 $547,467.37 5.845% 2.5833% $14,142.91
11002397 $448,641.21 5.970% .5000% $2,243.21
11002491 $649,368.24 5.845% 2.5833% $16,775.35
11002551 $545,933.99 5.845% 2.5833% $14,103.29
11002555 $446,864.57 5.845% 2.5833% $11,544.00
11022953 $597,704.94 5.970% .5000% $2,988.52
11023099 $975,000.00 5.970% .5000% $4,875.00
11023359 $559,715.94 5.845% 2.5833% $14,459.33
11023735 $220,000.00 5.970% .5000% $1,100.00
11025299 $747,083.75 5.970% .5000% $3,735.42
11025347 $699,335.81 5.970% .5000% $3,496.68
11026285 $423,000.00 5.970% .5000% $2,115.00
11031115 $509,504.32 5.845% 2.5833% $13,162.19
11031551 $500,000.00 5.970% .5000% $2,500.00
11033961 $618,500.00 5.970% .5000% $3,092.50
11034621 $439,582.51 5.970% .5000% $2,197.91
11034631 $617,627.87 5.970% .5000% $3,088.14
11037395 $542,871.84 5.845% 2.5833% $14,024.19
11037505 $550,000.00 5.845% 2.5833% $14,208.33
11037821 $311,604.06 5.970% .5000% $1,558.02
11042669 $529,484.87 5.845% 2.5833% $13,678.36
11042687 $511,514.20 5.970% .5000% $2,557.57
11042731 $475,932.75 5.970% .5000% $2,379.66
11042739 $459,563.53 5.970% .5000% $2,297.82
11044521 $339,200.00 5.970% .5000% $1,696.00
11044611 $294,000.00 5.970% .5000% $1,470.00
11044731 $256,000.00 5.970% .5000% $1,280.00
11044979 $75,000.00 5.970% .5000% $375.00
11048827 $447,000.00 5.970% .5000% $2,235.00
11049805 $912,000.00 5.720% 4.6667% $42,560.00
11049825 $455,000.00 5.970% .5000% $2,275.00
11050785 $477,546.45 5.970% .5000% $2,387.73
11050795 $570,000.00 5.970% .5000% $2,850.00
11050797 $644,357.89 5.720% 4.6667% $30,070.03
11050807 $455,535.08 5.595% 6.7500% $30,748.62
11050815 $998,052.10 5.970% .5000% $4,990.26
11050823 $524,501.85 5.970% .5000% $2,622.51
11050827 $524,477.35 5.720% 4.6667% $24,475.61
11050833 $552,000.00 5.845% 2.5833% $14,260.00
11050841 $628,403.18 5.970% .5000% $3,142.02
11051171 $480,000.00 5.970% .5000% $2,400.00
11051369 $460,000.00 5.970% .5000% $2,300.00
11052083 $799,240.93 5.970% .5000% $3,996.20
11054143 $900,000.00 5.970% .5000% $4,500.00
11054201 $136,000.00 5.845% 2.5833% $3,513.33
11054351 $620,000.00 5.720% 4.6667% $28,933.33
11054361 $223,200.00 5.970% .5000% $1,116.00
11055407 $441,180.99 5.970% .5000% $2,205.91
11056499 $213,750.00 5.970% .5000% $1,068.75
11056619 $712,000.00 5.970% .5000% $3,560.00
11056661 $500,000.00 5.970% .5000% $2,500.00
11056827 $465,000.00 5.845% 2.5833% $12,012.50
11058827 $685,000.00 5.970% .5000% $3,425.00
11060407 $479,200.00 5.970% .5000% $2,396.00
11061701 $550,000.00 5.970% .5000% $2,750.00
11062555 $626,500.00 5.970% .5000% $3,132.50
11062859 $191,000.00 5.970% .5000% $955.00
11063071 $366,000.00 5.970% .5000% $1,830.00
11063127 $300,000.00 5.970% .5000% $1,500.00
11068601 $801,000.00 5.720% 4.6667% $37,380.00
11068641 $615,600.00 5.970% .5000% $3,078.00
11070999 $539,387.05 5.720% 4.6667% $25,171.40
11071005 $800,000.00 5.720% 4.6667% $37,333.33
11071027 $504,000.00 5.970% .5000% $2,520.00
11071097 $566,400.00 5.970% .5000% $2,832.00
11071131 $539,487.62 5.970% .5000% $2,697.44
11071137 $590,397.45 5.595% 6.7500% $39,851.83
11071167 $848,693.96 5.970% .5000% $4,243.47
11071331 $749,288.37 5.970% .5000% $3,746.44
11071347 $723,296.32 5.845% 2.5833% $18,685.15
11071381 $519,506.60 5.970% .5000% $2,597.53
11073403 $404,000.00 5.970% .5000% $2,020.00
11073515 $140,000.00 5.970% .5000% $700.00
11073579 $460,000.00 5.845% 2.5833% $11,883.33
11073595 $336,000.00 5.970% .5000% $1,680.00
11073599 $700,000.00 5.970% .5000% $3,500.00
11073605 $189,000.00 5.970% .5000% $945.00
11073697 $145,000.00 5.720% 4.6667% $6,766.67
11073743 $205,000.00 5.970% .5000% $1,025.00
11074517 $899,999.50 5.970% .5067% $4,560.00
11077553 $650,000.00 5.970% .5000% $3,250.00
11077579 $810,000.00 5.970% .5000% $4,050.00
11077737 $830,000.00 5.970% .5000% $4,150.00
11077743 $199,950.00 5.970% .5000% $999.75
11077793 $263,000.00 5.970% .5000% $1,315.00
11077897 $390,000.00 5.970% .5000% $1,950.00
11077983 $458,000.00 5.720% 4.6667% $21,373.33
11078365 $1,100,000.00 5.970% .5000% $5,500.00
11079311 $515,000.00 5.970% .5000% $2,575.00
11079491 $568,000.00 5.970% .5000% $2,840.00
11079509 $700,000.00 5.970% .5000% $3,500.00
11079511 $480,000.00 5.970% .5000% $2,400.00
11079677 $358,000.00 5.970% .5000% $1,790.00
11081259 $510,000.00 5.970% .5000% $2,550.00
11084049 $800,000.00 5.970% .5000% $4,000.00
11086371 $310,000.00 5.970% .5000% $1,550.00
11094317 $800,000.00 5.845% 2.5833% $20,666.67
11096067 $860,000.00 5.970% .5000% $4,300.00
EXHIBIT THREE
INFORMATION TO BE INCLUDED IN
MONTHLY DISTRIBUTION DATE STATEMENT
(i) the applicable Record Date, Determination Date and
Distribution Date;
(ii) the aggregate amount of payments received with respect to
the Mortgage Loans,
including prepayment amounts;
(iii) the Servicing Fee and Subservicing Fee payable to the
Master Servicer and the
Subservicer;
(iv) the amount of any other fees or expenses paid;
(v) (a) the amount of such distribution to the
Certificateholders of such Class
applied to reduce the Certificate Principal Balance thereof, and
(b) the aggregate amount
included therein representing Principal Prepayments;
(vi) the amount of such distribution to Holders of such Class of
Certificates
allocable to interest;
(vii) if the distribution to the Holders of such Class of
Certificates is less than
the full amount that would be distributable to such Holders if
there were sufficient funds
available therefore, the amount of the shortfall;
(viii) the aggregate Certificate Principal Balance of each Class
of Certificates and
the Senior Percentage, before and after giving effect to the
amounts distributed on such
Distribution Date, separately identifying any reduction thereof
due to Realized Losses other
than pursuant to an actual distribution of principal;
(ix) the weighted average remaining term to maturity of the
Mortgage Loans after
giving effect to the amounts distributed on such Distribution
Date;
(x) the weighted average Mortgage Rates of the Mortgage Loans
after giving effect
to the amounts distributed on such Distribution Date;
(xi) if applicable, the Special Hazard Amount, Fraud Loss Amount
and Bankruptcy
Amount as of the close of business on the applicable
Distribution Date;
(xii) the number and Stated Principal Balance of the Mortgage
Loans after giving
effect to the distribution of principal on such Distribution
Date and the number of Mortgage
Loans at the beginning and end of the preceding Due Period;
(xiii) on the basis of the most recent reports furnished to it
by Sub-Servicers, the
number and Stated Principal Balances of Mortgage Loans that are
Delinquent (A) 30-59 days,
(B) 60-89 days and (C) 90 or more days and the number and Stated
Principal Balance of
Mortgage Loans that are in foreclosure;
(xiv) the aggregate amount of Realized Losses for such
Distribution Date;
(xv) the amount, terms and general purpose of any Advance by the
Master Servicer
pursuant to Section 4.04;
(xvi) any material modifications, extensions or waivers to the
terms of the Mortgage
Loans during the Due Period or that have cumulatively become
material over time;
(xvii) any material breaches of Mortgage Loan representations or
warranties or
covenants in the Agreement.
(xviii)the related Subordinate Principal Distribution
Amount;
(xix) the number, Stated Principal Balance and actual principal
balance of REO
Properties;
(xx) the aggregate Accrued Certificate Interest remaining
unpaid, if any, for each
Class of Certificates, after giving effect to the distribution
made on such Distribution
Date;
(xxi) the Pass-Through Rate with respect to the Class A-V
Certificates;
(xxii) the Notional Amount with respect to each class of
Interest Only Certificates;
(xxiii)the occurrence of the Credit Support Depletion Date;
(xxiv) the Senior Accelerated Distribution Percentage for
applicable to such
distribution;
(xxv) the Senior Percentage for such Distribution Date; and
(xxvi) the aggregate amount of any recoveries on previously
foreclosed loans from
Sellers.
In the case of information furnished pursuant to clauses (v) and
(vi) above, the amounts
shall be expressed as a dollar amount per Certificate with a
$1,000 denomination.
The Trustee's internet website will initially be located at
http://www.usbank.com/mbs. To
receive this statement via first class mail, telephone the
Trustee at 1 (800) 934-6802.
EXHIBIT FOUR
STANDARD TERMS OF POOLING AND SERVICING
AGREEMENT DATED AS OF NOVEMBER 1, 2006
==============================================================================
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
Dated as of November 1, 2006
Residential Funding Mortgage Securities I, Inc.
Mortgage Pass-Through Certificates
==============================================================================
TABLE OF CONTENTS
PAGE
ARTICLE I
DEFINITIONS...................................................1
Section 1.01.
Definitions.............................................1
Section 1.02. Use of Words and
Phrases...............................33
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE
OF
CERTIFICATES.................................................33
Section 2.01. Conveyance of Mortgage
Loans...........................33
Section 2.02. Acceptance by
Trustee..................................40
Section 2.03. Representations, Warranties and Covenants of
the
Master Servicer and the Company........................42
Section 2.04. Representations and Warranties of Residential
Funding................................................43
Section 2.05. Execution and Authentication of
Certificates/Issuance of Certificates Evidencing
Interests in REMIC I...................................45
Section 2.06. Conveyance of Uncertificated REMIC I and REMIC
II
Regular Interests; Acceptance by the Trustee...........45
Section 2.07. Issuance of Certificates Evidencing Interests
in
REMIC II...............................................45
Section 2.08. Purposes and Powers of the
Trust.......................46
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS...............46
Section 3.01. Master Servicer to Act as
Servicer.....................46
Section 3.02. Subservicing Agreements Between Master
Servicer
and Subservicers; Enforcement of Subservicers' and
Sellers' Obligations...................................48
Section 3.03. Successor
Subservicers.................................49
Section 3.04. Liability of the Master
Servicer.......................49
Section 3.05. No Contractual Relationship Between
Subservicer
and Trustee or Certificateholders......................50
Section 3.06. Assumption or Termination of Subservicing
Agreements by Trustee..................................50
Section 3.07. Collection of Certain Mortgage Loan Payments;
Deposits to Custodial Account..........................50
Section 3.08. Subservicing Accounts; Servicing
Accounts..............53
Section 3.09. Access to Certain Documentation and
Information
Regarding the Mortgage Loans...........................54
Section 3.10. Permitted Withdrawals from the Custodial
Account.......55
Section 3.11. Maintenance of the Primary Insurance Policies;
Collections Thereunder.................................57
Section 3.12. Maintenance of Fire Insurance and Omissions
and
Fidelity Coverage......................................58
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption
and
Modification Agreements; Certain Assignments...........59
Section 3.14. Realization Upon Defaulted Mortgage
Loans..............61
Section 3.15. Trustee to Cooperate; Release of Custodial
Files.......64
Section 3.16. Servicing and Other Compensation; Compensating
Interest...............................................66
Section 3.17. Reports to the Trustee and the
Company.................67
Section 3.18. Annual Statement as to
Compliance......................67
Section 3.19. Annual Independent Public Accountants'
Servicing
Report.................................................67
Section 3.20. Rights of the Company in Respect of the Master
Servicer...............................................68
Section 3.21. Administration of Buydown
Funds........................68
Section 3.22. Advance
Facility.......................................69
ARTICLE IV PAYMENTS TO
CERTIFICATEHOLDERS...............................73
Section 4.01. Certificate
Account....................................73
Section 4.02.
Distributions..........................................73
Section 4.03. Statements to Certificateholders; Statements
to
Rating Agencies; Exchange Act Reporting................73
Section 4.04. Distribution of Reports to the Trustee and the
Company; Advances by the Master Servicer...............76
Section 4.05. Allocation of Realized
Losses..........................77
Section 4.06. Reports of Foreclosures and Abandonment of
Mortgaged Property.....................................77
Section 4.07. Optional Purchase of Defaulted Mortgage
Loans..........77
Section 4.08. Surety
Bond............................................78
ARTICLE V THE
CERTIFICATES.............................................78
Section 5.01. The
Certificates.......................................78
Section 5.02. Registration of Transfer and Exchange of
Certificates...........................................81
Section 5.03. Mutilated, Destroyed, Lost or Stolen
Certificates......86
Section 5.04. Persons Deemed
Owners..................................87
Section 5.05. Appointment of Paying
Agent............................87
ARTICLE VI THE COMPANY AND THE MASTER
SERVICER..........................87
Section 6.01. Respective Liabilities of the Company and the
Master Servicer........................................88
Section 6.02. Merger or Consolidation of the Company or the
Master Servicer; Assignment of Rights and
Delegation of Duties by Master Servicer................88
Section 6.03. Limitation on Liability of the Company, the
Master
Servicer and Others....................................89
Section 6.04. Company and Master Servicer Not to
Resign..............89
ARTICLE VII
DEFAULT......................................................90
Section 7.01. Events of
Default......................................90
Section 7.02. Trustee or Company to Act; Appointment of
Successor....92
Section 7.03. Notification to
Certificateholders.....................93
Section 7.04. Waiver of Events of
Default............................93
ARTICLE VIII CONCERNING THE
TRUSTEE.......................................94
Section 8.01. Duties of
Trustee......................................94
Section 8.02. Certain Matters Affecting the
Trustee..................95
Section 8.03. Trustee Not Liable for Certificates or
Mortgage
Loans..................................................97
Section 8.04. Trustee May Own
Certificates...........................97
Section 8.05. Master Servicer to Pay Trustee's Fees and
Expenses; Indemnification..............................97
Section 8.06. Eligibility Requirements for
Trustee...................98
Section 8.07. Resignation and Removal of the
Trustee.................99
Section 8.08. Successor
Trustee.....................................100
Section 8.09. Merger or Consolidation of
Trustee....................100
Section 8.10. Appointment of Co-Trustee or Separate
Trustee.........100
Section 8.11. Appointment of
Custodians.............................101
Section 8.12. Appointment of Office or
Agency.......................102
ARTICLE IX TERMINATION OR OPTIONAL PURCHASE OF ALL
CERTIFICATES........102
Section 9.01. Optional Purchase by the Master Servicer of
All
Certificates; Termination Upon Purchase by the
Master Servicer or Liquidation of All Mortgage
Loans.................................................102
Section 9.02. Additional Termination
Requirements...................106
Section 9.03. Termination of Multiple
REMICs........................106
ARTICLE X REMIC
PROVISIONS............................................107
Section 10.01. REMIC
Administration..................................107
Section 10.02. Master Servicer, REMIC Administrator and
Trustee
Indemnification.......................................110
Section 10.03. Designation of
REMIC(s)...............................111
ARTICLE XI MISCELLANEOUS
PROVISIONS....................................111
Section 11.01.
Amendment.............................................111
Section 11.02. Recordation of Agreement;
Counterparts................113
Section 11.03. Limitation on Rights of
Certificateholders............114
Section 11.04. Governing
Law.........................................115
Section 11.05.
Notices...............................................115
Section 11.06. Required Notices to Rating Agency and
Subservicer.....115
Section 11.07. Severability of
Provisions............................116
Section 11.08. Supplemental Provisions for
Resecuritization..........116
Section 11.09. Allocation of Voting
Rights...........................116
Section 11.10. No Petition
..........................................117
ARTICLE XII COMPLIANCE WITH REGULATION
AB...............................117
Section 12.01. Intent of Parties;
Reasonableness.....................117
Section 12.02. Additional Representations and Warranties of
the
Trustee...............................................117
Section 12.03. Information to be Provided by the
Trustee.............118
Section 12.04. Report on Assessment of Compliance and
Attestation....118
Section 12.05. Indemnification;
Remedies.............................119
TABLE OF CONTENTS
(continued)
EXHIBITS
Exhibit A: Form of Class A Certificate
Exhibit A-I: Form of Class X Certificate
Exhibit B: Form of Class M Certificate
Exhibit C: Form of Class B Certificate
Exhibit C-I: Form of Class P Certificate
Exhibit C-II: Form of Class SB Certificate
Exhibit D: Form of Class R Certificate
Exhibit E: Form of Seller/Servicer Contract
Exhibit F: Forms of Request for Release
Exhibit G-1: Form of Transfer Affidavit and Agreement
Exhibit G-2: Form of Transferor Certificate
Exhibit H: Form of Investor Representation Letter
Exhibit I: Form of Transferor Representation Letter
Exhibit J: Form of Rule 144A Investment Representation
Letter
Exhibit K: Text of Amendment to Pooling and Servicing
Agreement
Pursuant to Section 11.01(e) for a Limited Guaranty
Exhibit L: Form of Limited Guaranty
Exhibit M: Form of Lender Certification for Assignment of
Mortgage Loan
Exhibit N: Request for Exchange Form
Exhibit O: Form of Form 10-K Certification
Exhibit P: Form of Back-Up Certification to Form 10-K
Certificate
Exhibit Q: Information to be Provided by the Master Servicer to
the
Rating Agencies Relating to Reportable Modified Mortgage
Loans
Exhibit R: Servicing Criteria
This is the Standard Terms of Pooling and Servicing Agreement,
dated as
of November 1, 2006 (the "Standard Terms", and as incorporated
by reference
into a Series Supplement dated as of the date specified therein,
the "Pooling
and Servicing Agreement" or "Agreement"), among RESIDENTIAL
FUNDING MORTGAGE
SECURITIES I, INC., as the company (together with its permitted
successors
and assigns, the "Company"), RESIDENTIAL FUNDING COMPANY, LLC,
as master
servicer (together with its permitted successors and assigns,
the "Master
Servicer"), and the trustee named in the applicable Series
Supplement
(together with its permitted successors and assigns, the
"Trustee").
PRELIMINARY STATEMENT:
The Company intends to sell certain mortgage pass-through
certificates
(collectively, the "Certificates"), to be issued under each
Agreement in
multiple classes, which in the aggregate will evidence the
entire beneficial
ownership interest in the Mortgage Loans.
In consideration of the mutual agreements herein contained,
the
Company, the Master Servicer and the Trustee agree as
follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.
Whenever used in this Agreement, the following words and
phrases,
unless the context otherwise requires, shall have the meanings
specified in
this Article.
Accretion Termination Date: As defined in the Series
Supplement.
Accrual Certificates: As defined in the Series Supplement.
Accrued Certificate Interest: With respect to each Distribution
Date,
as to any Class or Subclass of Certificates (other than any
Principal Only
Certificates), interest accrued during the related Interest
Accrual Period at
the related Pass-Through Rate on the Certificate Principal
Balance or
Notional Amount thereof immediately prior to such Distribution
Date. Accrued
Certificate Interest will be calculated on the basis of a
360-day year,
consisting of twelve 30-day months. In each case Accrued
Certificate Interest
on any Class or Subclass of Certificates will be reduced by the
amount of:
(i) Prepayment Interest Shortfalls on all Mortgage Loans or, if
the
Mortgage Pool is comprised of two or more Loan Groups, on
the
Mortgage Loans in the related Loan Group (to the extent not
offset by the Master Servicer with a payment of Compensating
Interest as provided in Section 4.01),
(ii) the interest portion (adjusted to the Net Mortgage Rate (or
the
Modified Net Mortgage Rate in the case of a Modified
Mortgage
Loan)) of Realized Losses on all Mortgage Loans or, if the
Mortgage Pool is comprised of two or more Loan Groups, on
the
Mortgage Loans in the related Loan Group (including Excess
Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy
Losses and Extraordinary Losses) not allocated solely to one
or
more specific Classes of Certificates pursuant to Section
4.05,
(iii) the interest portion of Advances that were (A) previously
made
with respect to a Mortgage Loan or REO Property on all
Mortgage
Loans or, if the Mortgage Pool is comprised of two or more
Loan
Groups, on the Mortgage Loans in the related Loan Group,
which
remained unreimbursed following the Cash Liquidation or REO
Disposition of such Mortgage Loan or REO Property or (B)
made
with respect to delinquencies that were ultimately determined
to
be Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses or Extraordinary Losses on all Mortgage
Loans
or, if the Mortgage Pool is comprised of two or more Loan
Groups,
on the Mortgage Loans in the related Loan Group, and
(iv) any other interest shortfalls not covered by the
subordination
provided by the related Class M Certificates and related Class
B
Certificates, including interest that is not collectible from
the
Mortgagor pursuant to the Relief Act,
with all such reductions allocated (A) among all of the
Certificates in
proportion to their respective amounts of Accrued Certificate
Interest
payable on such Distribution Date absent such reductions or (B)
if the
Mortgage Pool is comprised of two or more Loan Groups, the
related Senior
Percentage of such reductions among the related Senior
Certificates in
proportion to the amounts of Accrued Certificate Interest
payable from the
related Loan Group on such Distribution Date absent such
reductions, with the
remainder of such reductions allocated among the holders of the
related Class
M Certificates and the related Class B Certificates in
proportion to their
respective amounts of Accrued Certificate Interest payable on
such
Distribution Date absent such reductions. In addition to that
portion of the
reductions described in the preceding sentence that are
allocated to any
Class of Class B Certificates or any Class of Class M
Certificates, Accrued
Certificate Interest on each Class of Class B Certificates or
each Class of
Class M Certificates will be reduced by the interest portion
(adjusted to the
Net Mortgage Rate) of Realized Losses that are allocated solely
to such Class
of Class B Certificates or such Class of Class M Certificates
pursuant to
Section 4.05.
Addendum and Assignment Agreement: The Addendum and
Assignment
Agreement, dated as of January 31, 1995, between MLCC and the
Master Servicer.
Additional Collateral: Any of the following held, in addition to
the
related Mortgaged Property, as security for a Mortgage Loan: (i)
all money,
securities, security entitlements, accounts, general
intangibles, payment
rights, instruments, documents, deposit accounts, certificates
of deposit,
commodities contracts and other investment property and other
property of
whatever kind or description now existing or hereafter acquired
which is
pledged as security for the repayment of such Mortgage Loan,
(ii) third-party
guarantees, and (A) all money, securities, security
entitlements, accounts,
general intangibles, payment rights, instruments, documents,
deposit
accounts, certificates of deposit, commodities contracts and
other investment
property and other property of whatever kind or description now
existing or
hereafter acquired which is pledged as collateral for such
guarantee or
(B) any mortgaged property securing the performance of such
guarantee, or
(iii) such other collateral as may be set forth in the Series
Supplement.
Additional Collateral Loan: Each Mortgage Loan that is supported
by
Additional Collateral.
Adjusted Mortgage Rate: With respect to any Mortgage Loan and
any date
of determination, the Mortgage Rate borne by the related
Mortgage Note, less
the rate at which the related Subservicing Fee accrues.
Advance: As to any Mortgage Loan, any advance made by the
Master
Servicer, pursuant to Section 4.04.
Affiliate: With respect to any Person, any other Person
controlling,
controlled by or under common control with such first Person.
For the
purposes of this definition, "control" means the power to direct
the
management and policies of such Person, directly or indirectly,
whether
through the ownership of voting securities, by contract or
otherwise; and the
terms "controlling" and "controlled" have meanings correlative
to the
foregoing.
Ambac: Ambac Assurance Corporation (formerly known as AMBAC
Indemnity
Corporation).
Amount Held for Future Distribution: As to any Distribution Date
and,
with respect to any Mortgage Pool that is comprised of two or
more Loan
Groups, each Loan Group, the total of the amounts held in the
Custodial
Account at the close of business on the preceding Determination
Date on
account of (i) Liquidation Proceeds, Subsequent Recoveries,
Insurance
Proceeds, Curtailments, Mortgage Loan purchases made pursuant
to
Section 2.02, 2.03, 2.04 or 4.07 and Mortgage Loan substitutions
made
pursuant to Section 2.03 or 2.04 received or made in the month
of such
Distribution Date (other than such Liquidation Proceeds,
Insurance Proceeds
and purchases of Mortgage Loans that the Master Servicer has
deemed to have
been received in the preceding month in accordance with Section
3.07(b)), and
Principal Prepayments in Full made after the related Prepayment
Period, and
(ii) payments which represent early receipt of scheduled
payments of
principal and interest due on a date or dates subsequent to the
related Due
Date.
Appraised Value: As to any Mortgaged Property, the lesser of (i)
the
appraised value of such Mortgaged Property based upon the
appraisal made at
the time of the origination of the related Mortgage Loan, and
(ii) the sales
price of the Mortgaged Property at such time of origination,
except in the
case of a Mortgaged Property securing a refinanced or modified
Mortgage Loan
as to which it is either the appraised value determined above or
the
appraised value determined in an appraisal at the time of
refinancing or
modification, as the case may be.
Assigned Contracts: With respect to any Pledged Asset Loan:
the
Credit Support Pledge Agreement; the Funding and Pledge
Agreement, among GMAC
Mortgage, LLC, National Financial Services Corporation and the
Mortgagor or
other person pledging the related Pledged Assets; the Additional
Collateral
Agreement, between GMAC Mortgage, LLC and the Mortgagor or other
person
pledging the related Pledged Assets; or such other contracts as
may be set
forth in the Series Supplement.
Assignment: An assignment of the Mortgage, notice of transfer
or
equivalent instrument, in recordable form, sufficient under the
laws of the
jurisdiction wherein the related Mortgaged Property is located
to reflect of
record the sale of the Mortgage Loan to the Trustee for the
benefit of
Certificateholders, which assignment, notice of transfer or
equivalent
instrument may be in the form of one or more blanket assignments
covering
Mortgages secured by Mortgaged Properties located in the same
county, if
permitted by law and accompanied by an Opinion of Counsel to
that effect.
Assignment Agreement: The Assignment and Assumption Agreement,
dated
the Closing Date, between Residential Funding and the Company
relating to the
transfer and assignment of the Mortgage Loans.
Assignment Agreement and Amendment of Security Instrument:
With
respect to a Sharia Mortgage Loan, the agreement between the
consumer and the
co-owner pursuant to which all of the co-owner's interest as a
beneficiary
under the related Sharia Mortgage Loan Security Instrument and
the co-owner's
interest in the related Mortgaged Property is conveyed to a
subsequent owner,
which may take the form of an "Assignment Agreement" and an
"Amendment of
Security Instrument" or an "Assignment Agreement and Amendment
of Security
Instrument", as applicable.
Assignment of Proprietary Lease: With respect to a Cooperative
Loan,
the assignment of the related Cooperative Lease from the
Mortgagor to the
originator of the Cooperative Loan.
Available Distribution Amount: As to any Distribution Date and,
with
respect to any Mortgage Pool comprised of two or more Loan
Groups, each Loan
Group, an amount equal to (a) the sum of (i) the amount relating
to the
Mortgage Loans on deposit in the Custodial Account as of the
close of
business on the immediately preceding Determination Date,
including any
Subsequent Recoveries, and amounts deposited in the Custodial
Account in
connection with the substitution of Qualified Substitute
Mortgage Loans,
(ii) the amount of any Advance made on the immediately preceding
Certificate
Account Deposit Date, (iii) any amount deposited in the
Certificate Account
on the related Certificate Account Deposit Date pursuant to the
second
paragraph of Section 3.12(a), (iv) any amount deposited in the
Certificate
Account pursuant to Section 4.07 and any amounts deposited in
the Custodial
Account pursuant to Section 9.01, (v) any amount that the Master
Servicer is
not permitted to withdraw from the Custodial Account or the
Certificate
Account pursuant to Section 3.16(e), (vi) any amount received by
the Trustee
pursuant to the Surety Bond in respect of such Distribution Date
and
(vii) the proceeds of any Pledged Assets received by the Master
Servicer,
reduced by (b) the sum as of the close of business on the
immediately
preceding Determination Date of (x) the Amount Held for Future
Distribution,
and (y) amounts permitted to be withdrawn by the Master Servicer
from the
Custodial Account in respect of the Mortgage Loans pursuant to
clauses
(ii)-(x), inclusive, of Section 3.10(a). Such amount shall be
determined
separately for each Loan Group. Additionally, with respect to
any Mortgage
Pool that is comprised of two or more Loan Groups, if on any
Distribution
Date Compensating Interest provided pursuant to Section 3.16(e)
is less than
Prepayment Interest Shortfalls incurred on the Mortgage Loans in
connection
with Principal Prepayments in Full received during the related
Prepayment
Period and Curtailments made in the prior calendar month, such
Compensating
Interest shall be allocated on such Distribution Date to the
Available
Distribution Amount for each Loan Group on a pro rata basis in
accordance
with the respective amounts of such Prepayment Interest
Shortfalls incurred
on the Mortgage Loans in such Loan Group in respect of such
Distribution Date.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a
Deficient
Valuation or Debt Service Reduction; provided, however, that
neither a
Deficient Valuation nor a Debt Service Reduction shall be deemed
a Bankruptcy
Loss hereunder so long as the Master Servicer has notified the
Trustee in
writing that the Master Servicer is diligently pursuing any
remedies that may
exist in connection with the representations and warranties made
regarding
the related Mortgage Loan and either (A) the related Mortgage
Loan is not in
default with regard to payments due thereunder or (B) delinquent
payments of
principal and interest under the related Mortgage Loan and any
premiums on
any applicable primary hazard insurance policy and any related
escrow
payments in respect of such Mortgage Loan are being advanced on
a current
basis by the Master Servicer or a Subservicer, in either case
without giving
effect to any Debt Service Reduction.
Book-Entry Certificate: Any Certificate registered in the name
of the
Depository or its nominee, and designated as such in the
Preliminary
Statement to the Series Supplement.
Business Day: Any day other than (i) a Saturday or a Sunday or
(ii) a
day on which banking institutions in the State of New York, the
State of
Michigan, the State of California , the State of Illinois or the
City of St.
Paul, Minnesota (and such other state or states in which the
Custodial
Account or the Certificate Account are at the time located) are
required or
authorized by law or executive order to be closed.
Buydown Funds: Any amount contributed by the seller of a
Mortgaged
Property, the Company or other source in order to enable the
Mortgagor to
reduce the payments required to be made from the Mortgagor's
funds in the
early years of a Mortgage Loan. Buydown Funds are not part of
the Trust Fund
prior to deposit into the Custodial or Certificate Account.
Buydown Mortgage Loan: Any Mortgage Loan as to which a
specified
amount of interest is paid out of related Buydown Funds in
accordance with a
related buydown agreement.
Capitalization Reimbursement Amount: As to any Distribution Date
and,
with respect to any Mortgage Pool comprised of two or more Loan
Groups, each
Loan Group, the amount of Advances or Servicing Advances that
were added to
the Stated Principal Balance of all Mortgage Loans or, if the
Mortgage Pool
is comprised of two or more Loan Groups, on the Mortgage Loans
in the related
Loan Group, during the prior calendar month and reimbursed to
the Master
Servicer or Subservicer on or prior to such Distribution Date
pursuant to
Section 3.10(a)(vii), plus the related Capitalization
Reimbursement
Shortfall Amount remaining unreimbursed from any prior
Distribution Date and
reimbursed to the Master Servicer or Subservicer on or prior to
such
Distribution Date, provided, however, that the Capitalization
Reimbursement
Amount shall at no time exceed five percent of the aggregate
Cut-Off Date
Principal Balance of the Mortgage Loans (or, if the Mortgage
Pool is
comprised of two or more Loan Groups, on the Mortgage Loans in
the related
Loan Group), unless such limit is increased from time to time
with the
consent of the Rating Agencies.
Capitalization Reimbursement Shortfall Amount: As to any
Distribution
Date and, with respect to any Mortgage Pool comprised of two or
more Loan
Groups, each Loan Group, the amount, if any, by which the amount
of Advances
or Servicing Advances that were added to the Stated Principal
Balance of all
Mortgage Loans (or, if the Mortgage Pool is comprised of two or
more Loan
Groups, on the Mortgage Loans in the related Loan Group) during
the preceding
calendar month exceeds the amount of principal payments on the
Mortgage Loans
included in the Available Distribution Amount (or, if the
Mortgage Pool is
comprised of two or more Loan Groups, Available Distribution
Amount for the
related Loan Group) for that Distribution Date.
Call Rights: As defined in Section 9.01(f).
Cash Liquidation: As to any defaulted Mortgage Loan other than
a
Mortgage Loan as to which an REO Acquisition occurred, a
determination by the
Master Servicer that it has received all Insurance Proceeds,
Liquidation
Proceeds and other payments or cash recoveries which the Master
Servicer
reasonably and in good faith expects to be finally recoverable
with respect
to such Mortgage Loan.
Certificate Account Deposit Date: As to any Distribution Date,
the
Business Day prior thereto.
Certificateholder or Holder: The Person in whose name a
Certificate is
registered in the Certificate Register, and, in respect of any
Insured
Certificates, the Certificate Insurer to the extent of
Cumulative Insurance
Payments, except that neither a Disqualified Organization nor a
Non-United
States Person shall be a holder of a Class R Certificate for
purposes hereof
and, solely for the purpose of giving any consent or direction
pursuant to
this Agreement, any Certificate, other than a Class R
Certificate, registered
in the name of the Company, the Master Servicer or any
Subservicer or any
Affiliate thereof shall be deemed not to be outstanding and the
Percentage
Interest or Voting Rights evidenced thereby shall not be taken
into account
in determining whether the requisite amount of Percentage
Interests or Voting
Rights necessary to effect any such consent or direction has
been obtained.
All references herein to "Holders" or "Certificateholders" shall
reflect the
rights of Certificate Owners as they may indirectly exercise
such rights
through the Depository and participating members thereof, except
as otherwise
specified herein; provided, however, that the Trustee shall be
required to
recognize as a "Holder" or "Certificateholder" only the Person
in whose name
a Certificate is registered in the Certificate Register.
Certificate Insurer: As defined in the Series Supplement.
Certificate Owner: With respect to a Book-Entry Certificate,
the
Person who is the beneficial owner of such Certificate, as
reflected on the
books of an indirect participating brokerage firm for which a
Depository
Participant acts as agent, if any, and otherwise on the books of
a Depository
Participant, if any, and otherwise on the books of the
Depository.
Certificate Principal Balance: With respect to each Certificate
(other
than any Interest Only Certificate), on any date of
determination, an amount
equal to:
(i) the Initial Certificate Principal Balance of such
Certificate as
specified on the face thereof, plus
(ii) any Subsequent Recoveries added to the Certificate
Principal
Balance of such Certificate pursuant to Section 4.02, plus
(iii) in the case of each Accrual Certificate, an amount equal
to the
aggregate Accrued Certificate Interest added to the
Certificate
Principal Balance thereof prior to such date of
determination,
minus
(iv) the sum of (x) the aggregate of all amounts previously
distributed with respect to such Certificate (or any
predecessor
Certificate) and applied to reduce the Certificate Principal
Balance thereof pursuant to Section 4.02(a) and (y) the
aggregate
of all reductions in Certificate Principal Balance deemed to
have
occurred in connection with Realized Losses which were
previously
allocated to such Certificate (or any predecessor
Certificate) pursuant to Section 4.05;
provided, that the Certificate Principal Balance of the Class of
Subordinate
Certificates with the Lowest Priority at any given time shall be
further
reduced by an amount equal to the Percentage Interest evidenced
by such
Certificate multiplied by the excess, if any, of (A) the then
aggregate
Certificate Principal Balance of all Classes of Certificates
then outstanding
over (B) the then aggregate Stated Principal Balance of the
Mortgage Loans.
Certificate Register and Certificate Registrar: The register
maintained and the registrar appointed pursuant to Section
5.02.
Class: Collectively, all of the Certificates bearing the
same
designation. The initial Class A-V Certificates and any Subclass
thereof
issued pursuant to Section 5.01(c) shall be a single Class for
purposes of
this Agreement.
Class A-P Certificate: Any one of the Certificates designated as
a
Class A-P Certificate.
Class A-P Collection Shortfall: With respect to the Cash
Liquidation
or REO Disposition of a Discount Mortgage Loan, any Distribution
Date and,
with respect to any Mortgage Pool comprised of two or more Loan
Groups, any
Loan Group, the excess of the amount described in
Section 4.02(b)(i)(C)(1) (for the related Loan Group, if
applicable) over the
amount described in Section 4.02(b)(i)(C)(2).
Class A-P Principal Distribution Amount: As defined in Section
4.02.
Class A-V Certificate: Any one of the Certificates designated as
a
Class A-V Certificate, including any Subclass thereof.
Class B Certificate: Any one of the Certificates designated as a
Class
B-1 Certificate, Class B-2 Certificate or Class B-3
Certificate.
Class M Certificate: Any one of the Certificates designated as a
Class
M-1 Certificate, Class M-2 Certificate or Class M-3
Certificate.
Class P Certificate: Any one of the Certificates designated as a
Class
P Certificate.
Class SB Certificate: Any one of the Certificates designated as
a
Class SB Certificate.
Class X Certificate: Any one of the Certificates designated as a
Class
X Certificate.
Closing Date: As defined in the Series Supplement.
Code: The Internal Revenue Code of 1986, as amended.
Combined Collateral LLC: Combined Collateral LLC, a Delaware
limited
liability company.
Commission: The Securities and Exchange Commission.
Compensating Interest: With respect to any Distribution Date,
and,
with respect to any Mortgage Pool comprised of two or more Loan
Groups, each
Loan Group, an amount equal to Prepayment Interest Shortfalls
resulting from
Principal Prepayments in Full during the related Prepayment
Period and
Curtailments during the prior calendar month and included in the
Available
Distribution Amount for such Loan Group on such Distribution
Date, but not
more than the lesser of (a) one-twelfth of 0.125% of the Stated
Principal
Balance of the Mortgage Loans or, if the Mortgage Pool is
comprised of two or
more Loan Groups, the Mortgage Loans in the related Loan Group
immediately
preceding such Distribution Date and (b) the sum of the
Servicing Fee and all
income and gain on amounts held in the Custodial Account and the
Certificate
Account and payable to the Certificateholders with respect to
the Mortgage
Loans or, if the Mortgage Pool is comprised of two or more Loan
Groups, the
Mortgage Loans in the related Loan Group and such Distribution
Date; provided
that for purposes of this definition the amount of the Servicing
Fee will not
be reduced pursuant to Section 7.02(a) except as may be required
pursuant to
the last sentence of such paragraph.
Cooperative: A private, cooperative housing corporation which
owns or
leases land and all or part of a building or buildings,
including apartments,
spaces used for commercial purposes and common areas therein and
whose board
of directors authorizes, among other things, the sale of
Cooperative Stock.
Cooperative Apartment: A dwelling unit in a multi-dwelling
building
owned or leased by a Cooperative, which unit the Mortgagor has
an exclusive
right to occupy pursuant to the terms of a proprietary lease or
occupancy
agreement.
Cooperative Lease: With respect to a Cooperative Loan, the
proprietary
lease or occupancy agreement with respect to the Cooperative
Apartment
occupied by the Mortgagor and relating to the related
Cooperative Stock,
which lease or agreement confers an exclusive right to the
holder of such
Cooperative Stock to occupy such apartment.
Cooperative Loans: Any of the Mortgage Loans made in respect of
a
Cooperative Apartment, evidenced by a Mortgage Note and secured
by (i) a
Security Agreement, (ii) the related Cooperative Stock
Certificate, (iii) an
assignment of the Cooperative Lease, (iv) financing statements
and (v) a
stock power (or other similar instrument), and ancillary
thereto, a
recognition agreement between the Cooperative and the originator
of the
Cooperative Loan, each of which was transferred and assigned to
the Trustee
pursuant to Section 2.01 and are from time to time held as part
of the Trust
Fund.
Cooperative Stock: With respect to a Cooperative Loan, the
single
outstanding class of stock, partnership interest or other
ownership
instrument in the related Cooperative.
Cooperative Stock Certificate: With respect to a Cooperative
Loan, the
stock certificate or other instrument evidencing the related
Cooperative
Stock.
Credit Repository: Equifax, Transunion and Experian, or
their
successors in interest.
Credit Support Depletion Date: The first Distribution Date on
which
the Certificate Principal Balances of the Subordinate
Certificates have been
reduced to zero.
Credit Support Pledge Agreement: The Credit Support Pledge
Agreement,
dated as of November 24, 1998, among the Master Servicer, GMAC
Mortgage, LLC,
Combined Collateral LLC and The First National Bank of Chicago
(now known as
JPMorgan Chase Bank, N.A.), as custodian.
Cumulative Insurance Payments: As defined in the Series
Supplement.
Curtailment: Any Principal Prepayment made by a Mortgagor which
is not
a Principal Prepayment in Full.
Custodial Account: The custodial account or accounts created
and
maintained pursuant to Section 3.07 in the name of a depository
institution,
as custodian for the holders of the Certificates, for the
holders of certain
other interests in mortgage loans serviced or sold by the Master
Servicer and
for the Master Servicer, into which the amounts set forth in
Section 3.07
shall be deposited directly. Any such account or accounts shall
be an
Eligible Account.
Custodial Agreement: An agreement that may be entered into among
the
Company, the Master Servicer, the Trustee and a Custodian
pursuant to which
the Custodian will hold certain documents relating to the
Mortgage Loans on
behalf of the Trustee.
Custodial File: Any mortgage loan document in the Mortgage File
that
is required to be delivered to the Trustee or Custodian pursuant
to Section
2.01(b) of this Agreement.
Custodian: A custodian appointed pursuant to a Custodial
Agreement.
Cut-off Date Principal Balance: As to any Mortgage Loan, the
unpaid
principal balance thereof at the Cut-off Date after giving
effect to all
installments of principal due on or prior thereto (or due during
the month of
the Cut-Off Date), whether or not received.
Debt Service Reduction: With respect to any Mortgage Loan, a
reduction
in the scheduled Monthly Payment for such Mortgage Loan by a
court of
competent jurisdiction in a proceeding under the Bankruptcy
Code, except such
a reduction constituting a Deficient Valuation or any reduction
that results
in a permanent forgiveness of principal.
Deficient Valuation: With respect to any Mortgage Loan, a
valuation by
a court of competent jurisdiction of the Mortgaged Property in
an amount less
than the then outstanding indebtedness under the Mortgage Loan,
or any
reduction in the amount of principal to be paid in connection
with any
scheduled Monthly Payment that constitutes a permanent
forgiveness of
principal, which valuation or reduction results from a
proceeding under the
Bankruptcy Code.
Definitive Certificate: Any Certificate other than a
Book-Entry
Certificate.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be
replaced with
a Qualified Substitute Mortgage Loan.
Delinquent: As used herein, a Mortgage Loan is considered to be:
"30
to 59 days" or "30 or more days" delinquent when a payment due
on any
scheduled due date remains unpaid as of the close of business on
the last
business day immediately prior to the next following monthly
scheduled due
date; "60 to 89 days" or "60 or more days" delinquent when a
payment due on
any scheduled due date remains unpaid as of the close of
business on the last
business day immediately prior to the second following monthly
scheduled due
date; and so on. The determination as to whether a Mortgage Loan
falls into
these categories is made as of the close of business on the last
business day
of each month. For example, a Mortgage Loan with a payment due
on July 1 that
remained unpaid as of the close of business on July 31 would
then be
considered to be 30 to 59 days delinquent. Delinquency
information as of the
Cut-off Date is determined and prepared as of the close of
business on the
last business day immediately prior to the Cut-off Date.
Depository: The Depository Trust Company, or any successor
Depository
hereafter named. The nominee of the initial Depository for
purposes of
registering those Certificates that are to be Book-Entry
Certificates is Cede
& Co. The Depository shall at all times be a "clearing
corporation" as
defined in Section 8-102(a)(5) of the Uniform Commercial Code of
the State of
New York and a "clearing agency" registered pursuant to the
provisions of
Section 17A of the Securities Exchange Act of 1934, as
amended.
Depository Participant: A broker, dealer, bank or other
financial
institution or other Person for whom from time to time a
Depository effects
book-entry transfers and pledges of securities deposited with
the Depository.
Destroyed Mortgage Note: A Mortgage Note the original of which
was
permanently lost or destroyed and has not been replaced.
Destroyed Obligation to Pay: An Obligation to Pay the original
of
which was permanently lost or destroyed and has not been
replaced.
Determination Date: As defined in the Series Supplement.
Discount Fraction: With respect to each Discount Mortgage Loan,
the
fraction expressed as a percentage, the numerator of which is
the Discount
Net Mortgage Rate minus the Net Mortgage Rate (or the initial
Net Mortgage
Rate with respect to any Discount Mortgage Loans as to which the
Mortgage
Rate is modified pursuant to 3.07(a)) for such Mortgage Loan and
the
denominator of which is the Discount Net Mortgage Rate. The
Discount
Fraction with respect to each Discount Mortgage Loan is set
forth as an
exhibit attached to the Series Supplement.
Discount Mortgage Loan: Any Mortgage Loan having a Net Mortgage
Rate
(or the initial Net Mortgage Rate) of less than the Discount Net
Mortgage
Rate per annum and any Mortgage Loan deemed to be a Discount
Mortgage Loan
pursuant to the definition of Qualified Substitute Mortgage
Loan.
Discount Net Mortgage Rate: As defined in the Series
Supplement.
Disqualified Organization: Any organization defined as a
"disqualified
organization" under Section 860E(e)(5) of the Code, and if not
otherwise
included, any of the following: (i) the United States, any State
or
political subdivision thereof, any possession of the United
States, or any
agency or instrumentality of any of the foregoing (other than
an
instrumentality which is a corporation if all of its activities
are subject
to tax and, except for Freddie Mac, a majority of its board of
directors is
not selected by such governmental unit), (ii) a foreign
government, any
international organization, or any agency or instrumentality of
any of the
foregoing, (iii) any organization (other than certain farmers'
cooperatives
described in Section 521 of the Code) which is exempt from the
tax imposed by
Chapter 1 of the Code (including the tax imposed by Section 511
of the Code
on unrelated business taxable income), (iv) rural electric and
telephone
cooperatives described in Section 1381(a)(2)(C) of the Code, (v)
any
"electing large partnership," as defined in Section 775(a) of
the Code and
(vi) any other Person so designated by the Trustee based upon an
Opinion of
Counsel that the holding of an Ownership Interest in a Class R
Certificate by
such Person may cause the Trust Fund or any Person having an
Ownership
Interest in any Class of Certificates (other than such Person)
to incur a
liability for any federal tax imposed under the Code that would
not otherwise
be imposed but for the Transfer of an Ownership Interest in a
Class R
Certificate to such Person. The terms "United States", "State"
and
"international organization" shall have the meanings set forth
in
Section 7701 of the Code or successor provisions.
Distribution Date: The 25th day of any month beginning in the
month
immediately following the month of the initial issuance of the
Certificates
or, if such 25th day is not a Business Day, the Business Day
immediately
following such 25th day.
Due Date: With respect to any Distribution Date and any Mortgage
Loan,
the day during the related Due Period on which the Monthly
Payment is due.
Due Period: With respect to any Distribution Date, the
one-month
period set forth in the Series Supplement.
Eligible Account: An account that is any of the following:
(i) maintained with a depository institution the debt
obligations of which
have been rated by each Rating Agency in its highest rating
available, or
(ii) an account or accounts in a depository institution in which
such
accounts are fully insured to the limits established by the
FDIC, provided
that any deposits not so insured shall, to the extent acceptable
to each
Rating Agency, as evidenced in writing, be maintained such that
(as evidenced
by an Opinion of Counsel delivered to the Trustee and each
Rating Agency) the
registered Holders of Certificates have a claim with respect to
the funds in
such account or a perfected first security interest against any
collateral
(which shall be limited to Permitted Investments) securing such
funds that is
superior to claims of any other depositors or creditors of the
depository
institution with which such account is maintained, or (iii) in
the case of
the Custodial Account, a trust account or accounts maintained in
the
corporate trust department of the Trustee, or (iv) in the case
of the
Certificate Account, a trust account or accounts maintained in
the corporate
trust department of the Trustee, or (v) an account or accounts
of a
depository institution acceptable to each Rating Agency (as
evidenced in
writing by each Rating Agency that use of any such account as
the Custodial
Account or the Certificate Account will not reduce the rating
assigned to any
Class of Certificates by such Rating Agency below the lower of
the
then-current rating or the rating assigned to such Certificates
as of the
Closing Date by such Rating Agency).
Event of Default: As defined in Section 7.01.
Excess Bankruptcy Loss: Any Bankruptcy Loss, or portion thereof,
which
exceeds the then applicable Bankruptcy Amount.
Excess Fraud Loss: Any Fraud Loss, or portion thereof, which
exceeds
the then applicable Fraud Loss Amount.
Excess Special Hazard Loss: Any Special Hazard Loss, or
portion
thereof, that exceeds the then applicable Special Hazard
Amount.
Excess Subordinate Principal Amount: With respect to any
Distribution
Date on which the aggregate Certificate Principal Balance of the
Class of
Subordinate Certificates, then outstanding with the Lowest
Priority is to be
reduced to zero and on which Realized Losses are to be allocated
to such
class or classes, the excess, if any, of (i) the amount that
would otherwise
be distributable in respect of principal on such class or
classes of
Certificates on such Distribution Date over (ii) the excess, if
any, of the
aggregate Certificate Principal Balance of such class or classes
of
Certificates immediately prior to such Distribution Date over
the aggregate
amount of Realized Losses to be allocated to such classes of
Certificates on
such Distribution Date as reduced by any amount calculated
pursuant to
Section 4.02(b)(i)(E). With respect to any Mortgage Pool that is
comprised of
two or more Loan Groups, the Excess Subordinate Principal Amount
will be
allocated between each Loan Group on a pro rata basis in
accordance with the
amount of Realized Losses attributable to each Loan Group and
allocated to
the Certificates on such Distribution Date.
Exchange Act: The Securities and Exchange Act of 1934, as
amended.
Extraordinary Events: Any of the following conditions with
respect to
a Mortgaged Property (or, with respect to a Cooperative Loan,
the Cooperative
Apartment) or Mortgage Loan causing or resulting in a loss which
causes the
liquidation of such Mortgage Loan:
(a)...losses that are of the type that would be covered by the
fidelity
bond and the errors and omissions insurance policy required to
be maintained
pursuant to Section 3.12(b) but are in excess of the coverage
maintained
thereunder;
(b)...nuclear reaction or nuclear radiation or radioactive
contamination, all whether controlled or uncontrolled, and
whether such loss
be direct or indirect, proximate or remote or be in whole or in
part caused
by, contributed to or aggravated by a peril covered by the
definition of the
term "Special Hazard Loss";
(c)...hostile or warlike action in time of peace or war,
including
action in hindering, combating or defending against an actual,
impending or
expected attack:
1. by any government or sovereign power, de jure or de
facto,
or by any authority maintaining or using military, naval or
air forces; or
2. by military, naval or air forces; or
3. by an agent of any such government, power, authority or
forces;
(d)...any weapon of war employing atomic fission or radioactive
force
whether in time of peace or war; or
(e)...insurrection, rebellion, revolution, civil war, usurped
power or
action taken by governmental authority in hindering, combating
or defending
against such an occurrence, seizure or destruction under
quarantine or
customs regulations, confiscation by order of any government or
public
authority; or risks of contraband or illegal transportation or
trade.
Extraordinary Losses: Any loss incurred on a Mortgage Loan
caused by
or resulting from an Extraordinary Event.
Fannie Mae: Federal National Mortgage Association, a
federally
chartered and privately owned corporation organized and existing
under the
Federal National Mortgage Association Charter Act, or any
successor thereto.
FDIC: Federal Deposit Insurance Corporation or any successor
thereto.
Final Distribution Date: The Distribution Date on which the
final
distribution in respect of the Certificates will be made
pursuant to
Section 9.01, which Final Distribution Date shall in no event be
later than
the end of the 90-day liquidation period described in Section
9.02.
Fitch: Fitch Ratings or its successor in interest.
Foreclosure Profits: As to any Distribution Date or related
Determination Date and any Mortgage Loan, the excess, if any, of
Liquidation
Proceeds, Insurance Proceeds and REO Proceeds (net of all
amounts
reimbursable therefrom pursuant to Section 3.10(a)(ii)) in
respect of each
Mortgage Loan or REO Property for which a Cash Liquidation or
REO Disposition
occurred in the related Prepayment Period over the sum of the
unpaid
principal balance of such Mortgage Loan or REO Property
(determined, in the
case of an REO Disposition, in accordance with Section 3.14)
plus accrued and
unpaid interest at the Mortgage Rate on such unpaid principal
balance from
the Due Date to which interest was last paid by the Mortgagor to
the first
day of the month following the month in which such Cash
Liquidation or REO
Disposition occurred.
Form 10-K Certification: As defined in Section 4.03(f).
Fraud Losses: Losses on Mortgage Loans as to which there was
fraud in
the origination of such Mortgage Loan.
Freddie Mac: Federal Home Loan Mortgage Corporation, a
corporate
instrumentality of the United States created and existing under
Title III of
the Emergency Home Finance Act of 1970, as amended, or any
successor thereto.
Highest Priority: As of any date of determination, the Class
of
Subordinate Certificates then outstanding with a Certificate
Principal
Balance greater than zero, with the earliest priority for
payments pursuant
to Section 4.02(a), in the following order: Class M-1, Class
M-2, Class M-3,
Class B-1, Class B-2 and Class B-3 Certificates.
Independent: When used with respect to any specified Person,
means
such a Person who (i) is in fact independent of the Company, the
Master
Servicer and the Trustee, or any Affiliate thereof, (ii) does
not have any
direct financial interest or any material indirect financial
interest in the
Company, the Master Servicer or the Trustee or in an Affiliate
thereof, and
(iii) is not connected with the Company, the Master Servicer or
the Trustee
as an officer, employee, promoter, underwriter, trustee,
partner, director or
person performing similar functions.
Initial Certificate Principal Balance: With respect to each
Class of
Certificates, the Certificate Principal Balance of such Class of
Certificates
as of the Cut-off Date, as set forth in the Series
Supplement.
Initial Monthly Payment Fund: An amount representing
scheduled
principal amortization and interest at the Net Mortgage Rate for
the Due Date
in the first Due Period commencing subsequent to the Cut-off
Date for those
Mortgage Loans for which the Trustee will not be entitled to
receive such
payment, and as more specifically defined in the Series
Supplement.
Initial Notional Amount: With respect to any Class or Subclass
of
Interest Only Certificates, the amount initially used as the
principal basis
for the calculation of any interest payment amount, as more
specifically
defined in the Series Supplement.
Initial Subordinate Class Percentage: As defined in the
Series
Supplement.
Insurance Proceeds: Proceeds paid in respect of the Mortgage
Loans
pursuant to any Primary Insurance Policy or any other related
insurance
policy covering a Mortgage Loan (excluding any Certificate
Policy (as defined
in the Series Supplement)), to the extent such proceeds are
payable to the
mortgagee under the Mortgage, any Subservicer, the Master
Servicer or the
Trustee and are not applied to the restoration of the related
Mortgaged
Property (or, with respect to a Cooperative Loan, the related
Cooperative
Apartment) or released to the Mortgagor in accordance with the
procedures
that the Master Servicer would follow in servicing mortgage
loans held for
its own account.
Insurer: Any named insurer under any Primary Insurance Policy or
any
successor thereto or the named insurer in any replacement
policy.
Interest Accrual Period: As defined in the Series
Supplement.
Interest Only Certificates: A Class or Subclass of Certificates
not
entitled to payments of principal, and designated as such in the
Series
Supplement. The Interest Only Certificates will have no
Certificate Principal
Balance.
Interim Certification: As defined in Section 2.02.
Junior Certificateholder: The Holder of not less than 95% of
the
Percentage Interests of the Junior Class of Certificates.
Junior Class of Certificates: The Class of Subordinate
Certificates
outstanding as of the date of the repurchase of a Mortgage Loan
pursuant to
Section 4.07 herein that has the Lowest Priority.
Late Collections: With respect to any Mortgage Loan, all
amounts
received during any Due Period, whether as late payments of
Monthly Payments
or as Insurance Proceeds, Liquidation Proceeds or otherwise,
which represent
late payments or collections of Monthly Payments due but
delinquent for a
previous Due Period and not previously recovered.
Liquidation Proceeds: Amounts (other than Insurance Proceeds)
received
by the Master Servicer in connection with the taking of an
entire Mortgaged
Property by exercise of the power of eminent domain or
condemnation or in
connection with the liquidation of a defaulted Mortgage Loan
through
trustee's sale, foreclosure sale or otherwise, other than REO
Proceeds.
Loan Group: Any group of Mortgage Loans designated as a separate
loan
group in the Series Supplement. The Certificates relating to
each Loan Group
will be designated in the Series Supplement. If the Mortgage
Pool is
comprised of two or more Loan Groups, any of such Loan
Groups.
Loan-to-Value Ratio: As of any date, the fraction, expressed as
a
percentage, the numerator of which is the current principal
balance of the
related Mortgage Loan at the date of determination and the
denominator of
which is the Appraised Value of the related Mortgaged
Property.
Lower Priority: As of any date of determination and any Class
of
Subordinate Certificates, any other Class of Subordinate
Certificates then
outstanding with a Certificate Principal Balance greater than
zero, with
later priority for payments pursuant to Section 4.02(a).
Lowest Priority: As of any date of determination, the Class
of
Subordinate Certificates then outstanding with the latest
priority for
payments pursuant to Section 4.02(a), in the following order:
Class B-3,
Class B-2, Class B-1, Class M-3, Class M-2 and Class M-1
Certificates.
Maturity Date: The latest possible maturity date, solely for
purposes
of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, by
which the
Certificate Principal Balance of each Class of Certificates
(other than the
Interest Only Certificates which have no Certificate Principal
Balance) and
each Uncertificated REMIC Regular Interest would be reduced to
zero, as
designated in the Series Supplement.
MERS: Mortgage Electronic Registration Systems, Inc., a
corporation
organized and existing under the laws of the State of Delaware,
or any
successor thereto.
MERS(R) System: The system of recording transfers of
Mortgages
electronically maintained by MERS.
MIN: The Mortgage Identification Number for Mortgage Loans
registered
with MERS on the MERS(R)System.
MLCC: Merrill Lynch Credit Corporation, or its successor in
interest.
Modified Mortgage Loan: Any Mortgage Loan that has been the
subject of
a Servicing Modification.
Modified Mortgage Rate: As to any Mortgage Loan that is the
subject of
a Servicing Modification, the Mortgage Rate minus the rate per
annum by which
the Mortgage Rate on such Mortgage Loan was reduced.
Modified Net Mortgage Rate: As to any Mortgage Loan that is
the
subject of a Servicing Modification, the Net Mortgage Rate minus
the rate per
annum by which the Mortgage Rate on such Mortgage Loan was
reduced.
MOM Loan: With respect to any Mortgage Loan, MERS acting as
the
mortgagee of such Mortgage Loan, solely as nominee for the
originator of such
Mortgage Loan and its successors and assigns, at the origination
thereof.
Monthly Payment: With respect to any Mortgage Loan (including
any REO
Property) and any Due Date, the payment of principal and
interest due thereon
in accordance with the amortization schedule at the time
applicable thereto
(after adjustment, if any, for Curtailments and for Deficient
Valuations
occurring prior to such Due Date but before any adjustment to
such
amortization schedule by reason of any bankruptcy, other than a
Deficient
Valuation, or similar proceeding or any moratorium or similar
waiver or grace
period and before any Servicing Modification that constitutes a
reduction of
the interest rate on such Mortgage Loan).
Moody's: Moody's Investors Service, Inc., or its successor in
interest.
Mortgage: With respect to each Mortgage Note related to a
Mortgage
Loan which is not a Cooperative Loan, the mortgage, deed of
trust or other
comparable instrument creating a first lien on an estate in fee
simple or
leasehold interest in real property securing a Mortgage Note.
With respect
to each Obligation to Pay related to a Sharia Mortgage Loan, the
Sharia
Mortgage Loan Security Instrument.
Mortgage File: The mortgage documents listed in Section 2.01
pertaining to a particular Mortgage Loan and any additional
documents
required to be added to the Mortgage File pursuant to this
Agreement.
Mortgage Loans: Such of the mortgage loans, including any
Sharia
Mortgage Loans, transferred and assigned to the Trustee pursuant
to
Section 2.01 as from time to time are held or deemed to be held
as a part of
the Trust Fund, the Mortgage Loans originally so held being
identified in the
initial Mortgage Loan Schedule, and Qualified Substitute
Mortgage Loans held
or deemed held as part of the Trust Fund including, without
limitation,
(i) with respect to each Cooperative Loan, the related Mortgage
Note,
Security Agreement, Assignment of Proprietary Lease, Cooperative
Stock
Certificate, Cooperative Lease and Mortgage File and all rights
appertaining
thereto, (ii) with respect to each Sharia Mortgage Loan, the
related
Obligation to Pay, Sharia Mortgage Loan Security Instrument,
Sharia Mortgage
Loan Co-Ownership Agreement, Assignment Agreement and Amendment
of Security
Instrument and Mortgage File and all rights appertaining thereto
and
(iii) with respect to each Mortgage Loan other than a
Cooperative Loan or a
Sharia Mortgage Loan, each related Mortgage Note, Mortgage and
Mortgage File
and all rights appertaining thereto.
Mortgage Loan Schedule: As defined in the Series Supplement.
Mortgage Note: The originally executed note or other evidence
of
indebtedness evidencing the indebtedness of a Mortgagor under a
Mortgage
Loan, together with any modification thereto. With respect to
each Sharia
Mortgage Loan, the related Obligation to Pay.
Mortgage Pool: The pool of mortgage loans, including all Loan
Groups,
if any, consisting of the Mortgage Loans.
Mortgage Rate: As to any Mortgage Loan, the interest rate borne
by the
related Mortgage Note, or any modification thereto other than a
Servicing
Modification. As to any Sharia Mortgage Loan, the profit factor
described in
the related Obligation to Pay, or any modification thereto other
than a
Servicing Modification.
Mortgaged Property: The underlying real property securing a
Mortgage
Loan or, with respect to a Cooperative Loan, the related
Cooperative Lease
and Cooperative Stock.
Mortgagor: The obligor on a Mortgage Note, or with respect to a
Sharia
Mortgage Loan, the consumer on an Obligation to Pay.
Net Mortgage Rate: As to each Mortgage Loan, a per annum rate
of
interest equal to the Adjusted Mortgage Rate less the per annum
rate at which
the Servicing Fee is calculated.
Non-Discount Mortgage Loan: A Mortgage Loan that is not a
Discount
Mortgage Loan.
Non-Primary Residence Loans: The Mortgage Loans designated as
secured
by second or vacation residences, or by non-owner occupied
residences, on the
Mortgage Loan Schedule.
Non-United States Person: Any Person other than a United States
Person.
Nonrecoverable Advance: Any Advance previously made or proposed
to be
made by the Master Servicer or Subservicer in respect of a
Mortgage Loan
(other than a Deleted Mortgage Loan) which, in the good faith
judgment of the
Master Servicer, will not, or, in the case of a proposed
Advance, would not,
be ultimately recoverable by the Master Servicer from related
Late
Collections, Insurance Proceeds, Liquidation Proceeds, REO
Proceeds or
amounts reimbursable to the Master Servicer pursuant to
Section 4.02(a) hereof. To the extent that any Mortgagor is not
obligated
under the related Mortgage documents to pay or reimburse any
portion of any
Servicing Advances that are outstanding with respect to the
related Mortgage
Loan as a result of a modification of such Mortgage Loan by the
Master
Servicer, which forgives amounts which the Master Servicer or
Subservicer had
previously advanced, and the Master Servicer determines that no
other source
of payment or reimbursement for such advances is available to
it, such
Servicing Advances shall be deemed to be Nonrecoverable
Advances. The
determination by the Master Servicer that it has made a
Nonrecoverable
Advance or that any proposed Advance would constitute a
Nonrecoverable
Advance, shall be evidenced by an Officers' Certificate
delivered to the
Company, the Trustee and any Certificate Insurer.
Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at the
time of
reference thereto, is not subject to a Subservicing
Agreement.
Notional Amount: With respect to any Class or Subclass of
Interest
Only Certificates, an amount used as the principal basis for the
calculation
of any interest payment amount, as more specifically defined in
the Series
Supplement.
Obligation to Pay: The originally executed obligation to pay
or
similar agreement evidencing the obligation of the consumer
under a Sharia
Mortgage Loan, together with any modification thereto.
Officers' Certificate: A certificate signed by the Chairman of
the
Board, the President or a Vice President or Assistant Vice
President, or a
Director or Managing Director, and by the Treasurer, the
Secretary, or one of
the Assistant Treasurers or Assistant Secretaries of the Company
or the
Master Servicer, as the case may be, and delivered to the
Trustee, as
required by this Agreement.
Opinion of Counsel: A written opinion of counsel acceptable to
the
Trustee and the Master Servicer, who may be counsel for the
Company or the
Master Servicer, provided that any opinion of counsel (i)
referred to in the
definition of "Disqualified Organization" or (ii) relating to
the
qualification of any REMIC formed under the Series Supplement or
compliance
with the REMIC Provisions must, unless otherwise specified, be
an opinion of
Independent counsel.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage
Loan
(including an REO Property) which was not the subject of a
Principal
Prepayment in Full, Cash Liquidation or REO Disposition and
which was not
purchased, deleted or substituted for prior to such Due Date
pursuant to
Section 2.02, 2.03, 2.04 or 4.07.
Ownership Interest: As to any Certificate, any ownership or
security
interest in such Certificate, including any interest in such
Certificate as
the Holder thereof and any other interest therein, whether
direct or
indirect, legal or beneficial, as owner or as pledgee.
Pass-Through Rate: As defined in the Series Supplement.
Paying Agent: The Trustee or any successor Paying Agent
appointed by
the Trustee.
Percentage Interest: With respect to any Certificate (other than
a
Class R Certificate), the undivided percentage ownership
interest in the
related Class evidenced by such Certificate, which percentage
ownership
interest shall be equal to the Initial Certificate Principal
Balance thereof
or Initial Notional Amount (in the case of any Interest Only
Certificate) thereof divided by the aggregate Initial
Certificate Principal
Balance or the aggregate of the Initial Notional Amounts, as
applicable, of
all the Certificates of the same Class. With respect to a Class
R
Certificate, the interest in distributions to be made with
respect to such
Class evidenced thereby, expressed as a percentage, as stated on
the face of
each such Certificate.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal and interest by
the
United States or any agency or instrumentality thereof when
such
obligations are backed by the full faith and credit of the
United
States;
(ii) repurchase agreements on obligations specified in
clause (i) maturing not more than one month from the date of
acquisition thereof, provided that the unsecured obligations
of
the party agreeing to repurchase such obligations are at the
time
rated by each Rating Agency in its highest short-term rating
available;
(iii) federal funds, certificates of deposit, demand deposits,
time
deposits and bankers' acceptances (which shall each have an
original maturity of not more than 90 days and, in the case
of
bankers' acceptances, shall in no event have an original
maturity
of more than 365 days or a remaining maturity of more than
30
days) denominated in United States dollars of any U.S.
depository
institution or trust company incorporated under the laws of
the
United States or any state thereof or of any domestic branch of
a
foreign depository institution or trust company; provided
that
the debt obligations of such depository institution or trust
company (or, if the only Rating Agency is Standard & Poor's,
in
the case of the principal depository institution in a
depository
institution holding company, debt obligations of the
depository
institution holding company) at the date of acquisition
thereof
have been rated by each Rating Agency in its highest
short-term
rating available; and provided further that, if the only
Rating
Agency is Standard & Poor's and if the depository or
trust
company is a principal subsidiary of a bank holding company
and
the debt obligations of such subsidiary are not separately
rated,
the applicable rating shall be that of the bank holding
company;
and, provided further that, if the original maturity of such
short-term obligations of a domestic branch of a foreign
depository institution or trust company shall exceed 30 days,
the
short-term rating of such institution shall be A-1+ in the
case
of Standard & Poor's if Standard & Poor's is the Rating
Agency;
(iv) commercial paper and demand notes (having original
maturities of
not more than 365 days) of any corporation incorporated under
the
laws of the United States or any state thereof which on the
date
of acquisition has been rated by each Rating Agency in its
highest short-term rating available; provided that such
commercial paper shall have a remaining maturity of not more
than
30 days;
(v) a money market fund or a qualified investment fund rated by
each
Rating Agency in its highest long-term rating available; and
(vi) other obligations or securities that are acceptable to
each
Rating Agency as a Permitted Investment hereunder and will
not
reduce the rating assigned to any Class of Certificates by
such
Rating Agency below the lower of the then-current rating or
the
rating assigned to such Certificates as of the Closing Date
by
such Rating Agency, as evidenced in writing;
provided, however, no instrument shall be a Permitted Investment
if it
represents, either (1) the right to receive only interest
payments with
respect to the underlying debt instrument or (2) the right to
receive both
principal and interest payments derived from obligations
underlying such
instrument and the principal and interest payments with respect
to such
instrument provide a yield to maturity greater than 120% of the
yield to
maturity at par of such underlying obligations. References
herein to the
highest rating available on unsecured long-term debt shall mean
AAA in the
case of Standard & Poor's and Fitch and Aaa in the case of
Moody's, and
references herein to the highest rating available on unsecured
commercial
paper and short-term debt obligations shall mean A-1 in the case
of Standard
& Poor's, P-1 in the case of Moody's and either A-1 by
Standard & Poor's, P-1
by Moody's or F-1 by Fitch in the case of Fitch; provided,
however, that any
Permitted Investment that is a short-term debt obligation rated
A-1 by
Standard & Poor's must satisfy the following additional
conditions: (i) the
total amount of debt from A-1 issuers must be limited to the
investment of
monthly principal and interest payments (assuming fully
amortizing
collateral); (ii) the total amount of A-1 investments must not
represent more
than 20% of the aggregate outstanding Certificate Principal
Balance of the
Certificates and each investment must not mature beyond 30
days;
(iii) investments in A-1 rated securities are not eligible for
the Reserve
Fund; (iv) the terms of the debt must have a predetermined fixed
dollar
amount of principal due at maturity that cannot vary; and (v) if
the
investments may be liquidated prior to their maturity or are
being relied on
to meet a certain yield, interest must be tied to a single
interest rate
index plus a single fixed spread (if any) and must move
proportionately with
that index. Any Permitted Investment may be held by or through
the Trustee
or its Affiliates.
Permitted Transferee: Any Transferee of a Class R Certificate,
other
than a Disqualified Organization or Non-United States
Person.
Person: Any individual, corporation, limited liability
company,
partnership, joint venture, association, joint-stock company,
trust,
unincorporated organization or government or any agency or
political
subdivision thereof.
Pledged Amount: With respect to any Pledged Asset Loan, the
amount of
money remitted to Combined Collateral LLC, at the direction of
or for the
benefit of the related Mortgagor.
Pledged Asset Loan: Any Mortgage Loan supported by Pledged
Assets or
such other collateral, other than the related Mortgaged
Property, set forth
in the Series Supplement.
Pledged Assets: With respect to any Mortgage Loan, all
money,
securities, security entitlements, accounts, general
intangibles,
instruments, documents, certificates of deposit, commodities
contracts and
other investment property and other property of whatever kind or
description
pledged by Combined Collateral LLC as security in respect of any
Realized
Losses in connection with such Mortgage Loan up to the Pledged
Amount for
such Mortgage Loan, and any related collateral, or such other
collateral as
may be set forth in the Series Supplement.
Pledged Asset Mortgage Servicing Agreement: The Pledged Asset
Mortgage
Servicing Agreement, dated as of February 28, 1996 between MLCC
and the
Master Servicer.
Pooling and Servicing Agreement or Agreement: With respect to
any
Series, this Standard Terms together with the related Series
Supplement.
Pool Stated Principal Balance: As to any Distribution Date,
the
aggregate of the Stated Principal Balances of each Mortgage
Loan.
Pool Strip Rate: With respect to each Mortgage Loan, a per annum
rate
equal to the excess of (a) the Net Mortgage Rate of such
Mortgage Loan over
(b) the Discount Net Mortgage Rate (but not less than 0.00%) per
annum.
Prepayment Distribution Trigger: With respect to any
Distribution Date
and any Class of Subordinate Certificates (other than the Class
M-1
Certificates), a test that shall be satisfied if the fraction
(expressed as a
percentage) equal to the sum of the Certificate Principal
Balances of such
Class and each Class of Subordinate Certificates with a Lower
Priority than
such Class immediately prior to such Distribution Date divided
by the
aggregate Stated Principal Balance of all of the Mortgage Loans
(or related
REO Properties) immediately prior to such Distribution Date is
greater than
or equal to the sum of the related Initial Subordinate Class
Percentages of
such Classes of Subordinate Certificates.
Prepayment Interest Shortfall: As to any Distribution Date and
any
Mortgage Loan (other than a Mortgage Loan relating to an REO
Property) that
was the subject of (a) a Principal Prepayment in Full during the
portion of
the related Prepayment Period that falls during the prior
calendar month, an
amount equal to the excess of one month's interest at the Net
Mortgage Rate
(or Modified Net Mortgage Rate in the case of a Modified
Mortgage Loan) on
the Stated Principal Balance of such Mortgage Loan over the
amount of
interest (adjusted to the Net Mortgage Rate (or Modified Net
Mortgage Rate in
the case of a Modified Mortgage Loan)) paid by the Mortgagor for
such month
to the date of such Principal Prepayment in Full or (b) a
Curtailment during
the prior calendar month, an amount equal to one month's
interest at the Net
Mortgage Rate (or Modified Net Mortgage Rate in the case of a
Modified
Mortgage Loan) on the amount of such Curtailment.
Prepayment Period: As to any Distribution Date and Principal
Prepayment in Full, the period commencing on the 16th day of the
month prior
to the month in which that Distribution Date occurs and ending
on the 15th
day of the month in which such Distribution Date occurs.
Primary Insurance Policy: Each primary policy of mortgage
guaranty
insurance or any replacement policy therefor referred to in
Section 2.03(b)(iv) and (v).
Principal Only Certificates: A Class of Certificates not
entitled to
payments of interest, and more specifically designated as such
in the Series
Supplement.
Principal Prepayment: Any payment of principal or other recovery
on a
Mortgage Loan, including a recovery that takes the form of
Liquidation
Proceeds or Insurance Proceeds, which is received in advance of
its scheduled
Due Date and is not accompanied by an amount as to interest
representing
scheduled interest on such payment due on any date or dates in
any month or
months subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment of the
entire
principal balance of a Mortgage Loan that is made by the
Mortgagor.
Program Guide: Collectively, the Client Guide and the Servicer
Guide
for Residential Funding's mortgage loan purchase and conduit
servicing
program and all supplements and amendments thereto published by
Residential
Funding from time to time.
Purchase Price: With respect to any Mortgage Loan (or REO
Property) required to be or otherwise purchased on any date
pursuant to
Section 2.02, 2.03, 2.04 or 4.07, an amount equal to the sum of
(i) 100% of
the Stated Principal Balance thereof plus the principal portion
of any
related unreimbursed Advances and (ii) unpaid accrued interest
at the
Adjusted Mortgage Rate (or Modified Net Mortgage Rate plus the
rate per annum
at which the Servicing Fee is calculated in the case of a
Modified Mortgage
Loan) (or at the Net Mortgage Rate (or Modified Net Mortgage
Rate in the case
of a Modified Mortgage Loan) in the case of a purchase made by
the Master
Servicer) on the Stated Principal Balance thereof to the Due
Date in the Due
Period related to the Distribution Date occurring in the month
following the
month of purchase from the Due Date to which interest was last
paid by the
Mortgagor.
Qualified Substitute Mortgage Loan: A Mortgage Loan substituted
by
Residential Funding or the Company for a Deleted Mortgage Loan
which must, on
the date of such substitution, as confirmed in an Officers'
Certificate
delivered to the Trustee, with a copy to the Custodian,
(i) have an outstanding principal balance, after deduction of
the
principal portion of the monthly payment due in the month of
substitution (or in the case of a substitution of more than
one
Mortgage Loan for a Deleted Mortgage Loan, an aggregate
outstanding principal balance, after such deduction), not in
excess of the Stated Principal Balance of the Deleted
Mortgage
Loan (the amount of any shortfall to be deposited by
Residential
Funding in the Custodial Account in the month of
substitution);
(ii) have a Mortgage Rate and a Net Mortgage Rate no lower than
and
not more than 1% per annum higher than the Mortgage Rate and
Net
Mortgage Rate, respectively, of the Deleted Mortgage Loan as
of
the date of substitution;
(iii) have a Loan-to-Value Ratio at the time of substitution no
higher
than that of the Deleted Mortgage Loan at the time of
substitution;
(iv) have a remaining term to stated maturity not greater than
(and
not more than one year less than) that of the Deleted
Mortgage
Loan;
(v) comply with each representation and warranty set forth
in
Sections 2.03 and 2.04 hereof and Section 4 of the
Assignment
Agreement; and
(vi) have a Pool Strip Rate equal to or greater than that of
the
Deleted Mortgage Loan.
Notwithstanding any other provisions herein, (x) with respect to
any
Qualified Substitute Mortgage Loan substituted for a Deleted
Mortgage Loan
which was a Discount Mortgage Loan, such Qualified Substitute
Mortgage Loan
shall be deemed to be a Discount Mortgage Loan and to have a
Discount
Fraction equal to the Discount Fraction of the Deleted Mortgage
Loan and
(y) in the event that the "Pool Strip Rate" of any Qualified
Substitute
Mortgage Loan as calculated pursuant to the definition of "Pool
Strip Rate"
is greater than the Pool Strip Rate of the related Deleted
Mortgage Loan
(i) the Pool Strip Rate of such Qualified Substitute Mortgage
Loan
shall be equal to the Pool Strip Rate of the related Deleted
Mortgage Loan for purposes of calculating the Pass-Through
Rate
on the Class A-V Certificates and
(ii) the excess of the Pool Strip Rate on such Qualified
Substitute
Mortgage Loan as calculated pursuant to the definition of
"Pool
Strip Rate" over the Pool Strip Rate on the related Deleted
Mortgage Loan shall be payable to the Class R Certificates
pursuant to Section 4.02 hereof.
Rating Agency: Each of the statistical credit rating
agencies
specified in the Preliminary Statement of the Series Supplement.
If any
agency or a successor is no longer in existence, "Rating Agency"
shall be
such statistical credit rating agency, or other comparable
Person, designated
by the Company, notice of which designation shall be given to
the Trustee and
the Master Servicer.
Realized Loss: With respect to each Mortgage Loan (or REO
Property):
(a)...as to which a Cash Liquidation or REO Disposition has
occurred,
an amount (not less than zero) equal to (i) the Stated Principal
Balance of
the Mortgage Loan (or REO Property) as of the date of Cash
Liquidation or REO
Disposition, plus (ii) interest (and REO Imputed Interest, if
any) at the Net
Mortgage Rate from the Due Date as to which interest was last
paid or
advanced to Certificateholders up to the Due Date in the Due
Period related
to the Distribution Date on which such Realized Loss will be
allocated
pursuant to Section 4.05 on the Stated Principal Balance of such
Mortgage
Loan (or REO Property) outstanding during each Due Period that
such interest
was not paid or advanced, minus (iii) the proceeds, if any,
received during
the month in which such Cash Liquidation (or REO Disposition)
occurred, to
the extent applied as recoveries of interest at the Net Mortgage
Rate and to
principal of the Mortgage Loan, net of the portion thereof
reimbursable to
the Master Servicer or any Subservicer with respect to related
Advances,
Servicing Advances or other expenses as to which the Master
Servicer or
Subservicer is entitled to reimbursement thereunder but which
have not been
previously reimbursed,
(b)...which is the subject of a Servicing Modification, (i) (1)
the
amount by which the interest portion of a Monthly Payment or the
principal
balance of such Mortgage Loan was reduced or (2) the sum of any
other amounts
owing under the Mortgage Loan that were forgiven and that
constitute
Servicing Advances that are reimbursable to the Master Servicer
or a
Subservicer, and (ii) any such amount with respect to a Monthly
Payment that
was or would have been due in the month immediately following
the month in
which a Principal Prepayment or the Purchase Price of such
Mortgage Loan is
received or is deemed to have been received,
(c)...which has become the subject of a Deficient Valuation,
the
difference between the principal balance of the Mortgage Loan
outstanding
immediately prior to such Deficient Valuation and the principal
balance of
the Mortgage Loan as reduced by the Deficient Valuation, or
(d)...which has become the object of a Debt Service Reduction,
the
amount of such Debt Service Reduction.
Notwithstanding the above, neither a Deficient Valuation nor a
Debt Service
Reduction shall be deemed a Realized Loss hereunder so long as
the Master
Servicer has notified the Trustee in writing that the Master
Servicer is
diligently pursuing any remedies that may exist in connection
with the
representations and warranties made regarding the related
Mortgage Loan and
either (A) the related Mortgage Loan is not in default with
regard to
payments due thereunder or (B) delinquent payments of principal
and interest
under the related Mortgage Loan and any premiums on any
applicable primary
hazard insurance policy and any related escrow payments in
respect of such
Mortgage Loan are being advanced on a current basis by the
Master Servicer or
a Subservicer, in either case without giving effect to any Debt
Service
Reduction.
To the extent the Master Servicer receives Subsequent Recoveries
with respect
to any Mortgage Loan, the amount of the Realized Loss with
respect to that
Mortgage Loan will be reduced to the extent such recoveries are
applied to
reduce the Certificate Principal Balance of any Class of
Certificates on any
Distribution Date.
Record Date: With respect to each Distribution Date, the close
of
business on the last Business Day of the month next preceding
the month in
which the related Distribution Date occurs.
Regular Certificate: Any of the Certificates other than a Class
R
Certificate.
Regulation AB: Subpart 229.1100 - Asset Backed Securities
(Regulation
AB), 17 C.F.R.ss.ss.229.1100-229.1123, as such may be amended
from time to time,
and subject to such clarification and interpretation as have
been provided by
the Commission in the adopting release (Asset-Backed Securities,
Securities
Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (January 7,
2005)) or by
the staff of the Commission, or as may be provided by the
Commission or its
staff from time to time.
Reimbursement Amounts: As defined in Section 3.22.
Relief Act: The Servicemembers Civil Relief Act or similar
legislation
or regulations as in effect from time to time.
Relief Act Shortfalls: Shortfalls in interest payable by a
Mortgagor
that are not collectible from the Mortgagor pursuant to the
Relief Act.
REMIC: A "real estate mortgage investment conduit" within the
meaning
of Section 860D of the Code.
REMIC Administrator: Residential Funding Company, LLC. If
Residential
Funding Company, LLC is found by a court of competent
jurisdiction to no
longer be able to fulfill its obligations as REMIC Administrator
under this
Agreement the Master Servicer or Trustee acting as Master
Servicer shall
appoint a successor REMIC Administrator, subject to assumption
of the REMIC
Administrator obligations under this Agreement.
REMIC Provisions: Provisions of the federal income tax law
relating to
real estate mortgage investment conduits, which appear at
Sections 860A
through 860G of Subchapter M of Chapter 1 of the Code, and
related
provisions, and temporary and final regulations (or, to the
extent not
inconsistent with such temporary or final regulations,
proposed
regulations) and published rulings, notices and announcements
promulgated
thereunder, as the foregoing may be in effect from time to
time.
REO Acquisition: The acquisition by the Master Servicer on
behalf of
the Trustee for the benefit of the Certificateholders of any REO
Property
pursuant to Section 3.14.
REO Disposition: As to any REO Property, a determination by the
Master
Servicer that it has received all Insurance Proceeds,
Liquidation Proceeds,
REO Proceeds and other payments and recoveries (including
proceeds of a final
sale) which the Master Servicer expects to be finally
recoverable from the
sale or other disposition of the REO Property.
REO Imputed Interest: As to any REO Property, for any period,
an
amount equivalent to interest (at the Net Mortgage Rate that
would have been
applicable to the related Mortgage Loan had it been outstanding)
on the
unpaid principal balance of the Mortgage Loan as of the date of
acquisition
thereof for such period.
REO Proceeds: Proceeds, net of expenses, received in respect of
any
REO Property (including, without limitation, proceeds from the
rental of the
related Mortgaged Property or, with respect to a Cooperative
Loan, the
related Cooperative Apartment) which proceeds are required to be
deposited
into the Custodial Account only upon the related REO
Disposition.
REO Property: A Mortgaged Property acquired by the Master
Servicer
through foreclosure or deed in lieu of foreclosure in connection
with a
defaulted Mortgage Loan.
Reportable Modified Mortgage Loan: Any Mortgage Loan that (i)
has been
subject to an interest rate reduction, (ii) has been subject to
a term
extension or (iii) has had amounts owing on such Mortgage Loan
capitalized by
adding such amount to the Stated Principal Balance of such
Mortgage Loan;
provided, however, that a Mortgage Loan modified in accordance
with
clause (i) above for a temporary period shall not be a
Reportable Modified
Mortgage Loan if such Mortgage Loan has not been delinquent in
payments of
principal and interest for six months since the date of such
modification if
that interest rate reduction is not made permanent
thereafter.
Request for Release: A request for release, the forms of which
are
attached as Exhibit F hereto, or an electronic request in a form
acceptable
to the Custodian.
Required Insurance Policy: With respect to any Mortgage Loan,
any
insurance policy which is required to be maintained from time to
time under
this Agreement, the Program Guide or the related Subservicing
Agreement in
respect of such Mortgage Loan.
Required Surety Payment: With respect to any Additional
Collateral
Loan that becomes a Liquidated Mortgage Loan, the lesser of (i)
the principal
portion of the Realized Loss with respect to such Mortgage Loan
and (ii) the
excess, if any, of (a) the amount of Additional Collateral
required at
origination with respect to such Mortgage Loan over (b) the net
proceeds
realized by the Subservicer from the related Additional
Collateral.
Residential Funding: Residential Funding Company, LLC, a
Delaware
limited liability company, in its capacity as seller of the
Mortgage Loans to
the Company and not in its capacity as Master Servicer, and any
successor
thereto.
Responsible Officer: When used with respect to the Trustee,
any
officer of the Corporate Trust Department of the Trustee,
including any
Senior Vice President, any Vice President, any Assistant Vice
President, any
Assistant Secretary, any Trust Officer or Assistant Trust
Officer, or any
other officer of the Trustee customarily performing functions
similar to
those performed by any of the above designated officers to whom,
with respect
to a particular matter, such matter is referred, in each case
with direct
responsibility for the administration of the Agreements.
Retail Certificates: A Senior Certificate, if any, offered in
smaller
minimum denominations than other Senior Certificates, and
designated as such
in the Series Supplement.
Schedule of Discount Fractions: The schedule setting forth
the
Discount Fractions with respect to the Discount Mortgage Loans,
attached as
an exhibit to the Series Supplement.
Securitization Transaction: Any transaction involving a sale or
other
transfer of mortgage loans directly or indirectly to an issuing
entity in
connection with an issuance of publicly offered or privately
placed, rated or
unrated mortgage-backed securities.
Security Agreement: With respect to a Cooperative Loan, the
agreement
creating a security interest in favor of the originator in the
related
Cooperative Stock.
Seller: As to any Mortgage Loan, a Person, including any
Subservicer,
that executed a Seller's Agreement applicable to such Mortgage
Loan.
Seller's Agreement: An agreement for the origination and sale
of
Mortgage Loans generally in the form of the Seller Contract
referred to or
contained in the Program Guide, or in such other form as has
been approved by
the Master Servicer and the Company, each containing
representations and
warranties in respect of one or more Mortgage Loans consistent
in all
material respects with those set forth in the Program Guide.
Senior Accelerated Distribution Percentage: With respect to
any
Distribution Date occurring on or prior to the 60th Distribution
Date and,
with respect to any Mortgage Pool comprised of two or more Loan
Groups, any
Loan Group, 100%. With respect to any Distribution Date
thereafter and any
such Loan Group, if applicable, as follows:
(i) for any Distribution Date after the 60th Distribution Date
but on
or prior to the 72nd Distribution Date, the related Senior
Percentage for such Distribution Date plus 70% of the
related
Subordinate Percentage for such Distribution Date;
(ii) for any Distribution Date after the 72nd Distribution Date
but on
or prior to the 84th Distribution Date, the related Senior
Percentage for such Distribution Date plus 60% of the
related
Subordinate Percentage for such Distribution Date;
(iii) for any Distribution Date after the 84th Distribution Date
but on
or prior to the 96th Distribution Date, the related Senior
Percentage for such Distribution Date plus 40% of the
related
Subordinate Percentage for such Distribution Date;
(iv) for any Distribution Date after the 96th Distribution Date
but on
or prior to the 108th Distribution Date, the related Senior
Percentage for such Distribution Date plus 20% of the
related
Subordinate Percentage for such Distribution Date; and
(v) for any Distribution Date thereafter, the Senior Percentage
for
such Distribution Date;
provided, however,
(i) that any scheduled reduction to the Senior Accelerated
Distribution Percentage described above shall not occur as of
any
Distribution Date unless either
(a)(1)(X) the outstanding principal balance of the Mortgage
Loans delinquent 60 days or more (including Mortgage Loans which
are in
foreclosure, have been foreclosed or otherwise liquidated, or
with
respect to which the Mortgagor is in bankruptcy and any REO
Property)
averaged over the last six months, as a percentage of the
aggregate
outstanding Certificate Principal Balance of the Subordinate
Certificates, is less than 50% or (Y) the outstanding principal
balance
of Mortgage Loans delinquent 60 days or more (including Mortgage
Loans
which are in foreclosure, have been foreclosed or otherwise
liquidated,
or with respect to which the Mortgagor is in bankruptcy and any
REO
Property) averaged over the last six months, as a percentage of
the
aggregate outstanding principal balance of all Mortgage Loans
averaged
over the last six months, does not exceed 2% and (2) Realized
Losses on
the Mortgage Loans to date for such Distribution Date if
occurring
during the sixth, seventh, eighth, ninth or tenth year (or any
year
thereafter) after the Closing Date are less than 30%, 35%, 40%,
45% or
50%, respectively, of the sum of the Initial Certificate
Principal
Balances of the Subordinate Certificates or
(b)(1) the outstanding principal balance of Mortgage Loans
delinquent 60 days or more (including Mortgage Loans which are
in
foreclosure, have been foreclosed or otherwise liquidated, or
with
respect to which the Mortgagor is in bankruptcy and any REO
Property)
averaged over the last six months, as a percentage of the
aggregate
outstanding principal balance of all Mortgage Loans averaged
over the
last six months, does not exceed 4% and (2) Realized Losses on
the
Mortgage Loans to date for such Distribution Date, if occurring
during
the sixth, seventh, eighth, ninth or tenth year (or any year
thereafter) after the Closing Date are less than 10%, 15%, 20%,
25% or
30%, respectively, of the sum of the Initial Certificate
Principal
Balances of the Subordinate Certificates, and
(ii) that for any Distribution Date on which the Senior
Percentage is
greater than the Senior Percentage as of the Closing Date,
the
Senior Accelerated Distribution Percentage for such
Distribution
Date shall be 100%, or, if the Mortgage Pool is comprised of
two
or more Loan Groups, for any Distribution Date on which the
weighted average of the Senior Percentages for each Loan
Group,
weighted on the basis of the Stated Principal Balances of
the
Mortgage Loans in the related Loan Group, exceeds the
weighted
average of the initial Senior Percentages (calculated on
such
basis) for each Loan Group, each of the Senior Accelerated
Distribution Percentages for such Distribution Date will
equal
100%.
Notwithstanding the foregoing, upon the reduction of the
Certificate
Principal Balances of the related Senior Certificates (other
than the Class
A-P Certificates, if any) to zero, the related Senior
Accelerated
Distribution Percentage shall thereafter be 0%.
Senior Certificate: As defined in the Series Supplement.
Senior Percentage: As defined in the Series Supplement.
Senior Support Certificate: A Senior Certificate that
provides
additional credit enhancement to certain other classes of Senior
Certificates
and designated as such in the Preliminary Statement of the
Series Supplement.
Series: All of the Certificates issued pursuant to a Pooling
and
Servicing Agreement and bearing the same series designation.
Series Supplement: The agreement into which this Standard Terms
is
incorporated and pursuant to which, together with this Standard
Terms, a
Series of Certificates is issued.
Servicing Accounts: The account or accounts created and
maintained
pursuant to Section 3.08.
Servicing Advances: All customary, reasonable and necessary "out
of
pocket" costs and expenses incurred in connection with a
default, delinquency
or other unanticipated event by the Master Servicer or a
Subservicer in the
performance of its servicing obligations, including, but not
limited to, the
cost of (i) the preservation, restoration and protection of a
Mortgaged
Property or, with respect to a Cooperative Loan, the related
Cooperative
Apartment, (ii) any enforcement or judicial proceedings,
including
foreclosures, including any expenses incurred in relation to any
such
proceedings that result from the Mortgage Loan being registered
on the MERS
System, (iii) the management and liquidation of any REO
Property, (iv) any
mitigation procedures implemented in accordance with Section
3.07, and
(v) compliance with the obligations under Sections 3.01, 3.08,
3.12(a) and
3.14, including, if the Master Servicer or any Affiliate of the
Master
Servicer provides services such as appraisals and brokerage
services that are
customarily provided by Persons other than servicers of mortgage
loans,
reasonable compensation for such services.
Servicing Advance Reimbursement Amounts: As defined in Section
3.22.
Servicing Criteria: The "servicing criteria" set forth in
Item
1122(d) of Regulation AB, as such may be amended from time to
time.
Servicing Fee: With respect to any Mortgage Loan and
Distribution
Date, the fee payable monthly to the Master Servicer in respect
of master
servicing compensation that accrues at an annual rate designated
on the
Mortgage Loan Schedule as the "MSTR SERV FEE" for such Mortgage
Loan, as may
be adjusted with respect to successor Master Servicers as
provided in
Section 7.02.
Servicing Modification: Any reduction of the interest rate on or
the
outstanding principal balance of a Mortgage Loan, any extension
of the final
maturity date of a Mortgage Loan, and any increase to the
outstanding
principal balance of a Mortgage Loan by adding to the Stated
Principal
Balance unpaid principal and interest and other amounts owing
under the
Mortgage Loan, in each case pursuant to a modification of a
Mortgage Loan
that is in default, or for which, in the judgment of the Master
Servicer,
default is reasonably foreseeable, in accordance with Section
3.07(a).
Servicing Officer: Any officer of the Master Servicer involved
in, or
responsible for, the administration and servicing of the
Mortgage Loans whose
name and specimen signature appear on a list of servicing
officers furnished
to the Trustee by the Master Servicer, as such list may from
time to time be
amended.
Sharia Mortgage Loan: A declining balance co-ownership
transaction,
structured so as to comply with Islamic religious law.
Sharia Mortgage Loan Co-Ownership Agreement: The agreement
that
defines the relationship between the consumer and co-owner and
the parties'
respective rights under a Sharia Mortgage Loan, including their
respective
rights with respect to the indicia of ownership of the related
Mortgaged
Property.
Sharia Mortgage Loan Security Instrument: The mortgage,
security
instrument or other comparable instrument creating a first lien
on an estate
in fee simple or leasehold interest in real property securing an
Obligation
to Pay.
Special Hazard Loss: Any Realized Loss not in excess of the cost
of
the lesser of repair or replacement of a Mortgaged Property (or,
with respect
to a Cooperative Loan, the related Cooperative Apartment)
suffered by such
Mortgaged Property (or Cooperative Apartment) on account of
direct physical
loss, exclusive of (i) any loss of a type covered by a hazard
policy or a
flood insurance policy required to be maintained in respect of
such Mortgaged
Property pursuant to Section 3.12(a), except to the extent of
the portion of
such loss not covered as a result of any coinsurance provision
and (ii) any
Extraordinary Loss.
Standard & Poor's: Standard & Poor's, a division of The
McGraw-Hill
Companies, Inc., or its successor in interest.
Stated Principal Balance: With respect to any Mortgage Loan or
related
REO Property, at any given time, (i) the sum of (a) the Cut-off
Date
Principal Balance of the Mortgage Loan plus (b) any amount by
which the
Stated Principal Balance of the Mortgage Loan is increased
pursuant to a
Servicing Modification, minus (ii) the sum of (a) the principal
portion of
the Monthly Payments due with respect to such Mortgage Loan or
REO Property
during each Due Period ending prior to the most recent
Distribution Date
which were received or with respect to which an Advance was
made, and (b) all
Principal Prepayments with respect to such Mortgage Loan or REO
Property, and
all Insurance Proceeds, Liquidation Proceeds and REO Proceeds,
to the extent
applied by the Master Servicer as recoveries of principal in
accordance with
Section 3.14 with respect to such Mortgage Loan or REO Property,
in each case
which were distributed pursuant to Section 4.02 on any previous
Distribution
Date, and (c) any Realized Loss allocated to Certificateholders
with respect
thereto for any previous Distribution Date.
Successor Master Servicer: As defined in Section 3.22.
Subclass: With respect to the Class A-V Certificates, any
Subclass
thereof issued pursuant to Section 5.01(c). Any such Subclass
will represent
the Uncertificated Class A-V REMIC Regular Interest or Interests
specified by
the initial Holder of the Class A-V Certificates pursuant to
Section 5.01(c).
Subordinate Certificate: Any one of the Class M Certificates or
Class
B Certificates, executed by the Trustee and authenticated by the
Certificate
Registrar substantially in the form annexed hereto as Exhibit B
and Exhibit
C, respectively.
Subordinate Class Percentage: With respect to any Distribution
Date
and any Class of Subordinate Certificates, a fraction, expressed
as a
percentage, the numerator of which is the aggregate Certificate
Principal
Balance of such Class of Subordinate Certificates immediately
prior to such
date and the denominator of which is the aggregate Stated
Principal Balance
of all of the Mortgage Loans (or related REO Properties) (other
than the
related Discount Fraction of each Discount Mortgage Loan)
immediately prior
to such Distribution Date.
Subordinate Percentage: As of any Distribution Date and, with
respect
to any Mortgage Pool comprised of two or more Loan Groups, any
Loan Group,
100% minus the related Senior Percentage as of such Distribution
Date.
Subsequent Recoveries: As of any Distribution Date, amounts
received
by the Master Servicer (net of any related expenses permitted to
be
reimbursed pursuant to Section 3.10) or surplus amounts held by
the Master
Servicer to cover estimated expenses (including, but not limited
to,
recoveries in respect of the representations and warranties made
by the
related Seller pursuant to the applicable Seller's Agreement and
assigned to
the Trustee pursuant to Section 2.04) specifically related to a
Mortgage Loan
that was the subject of a Cash Liquidation or an REO Disposition
prior to the
related Prepayment Period that resulted in a Realized Loss.
Subserviced Mortgage Loan: Any Mortgage Loan that, at the time
of
reference thereto, is subject to a Subservicing Agreement.
Subservicer: Any Person with whom the Master Servicer has
entered into
a Subservicing Agreement and who generally satisfied the
requirements set
forth in the Program Guide in respect of the qualification of a
Subservicer
as of the date of its approval as a Subservicer by the Master
Servicer.
Subservicer Advance: Any delinquent installment of principal
and
interest on a Mortgage Loan which is advanced by the related
Subservicer (net
of its Subservicing Fee) pursuant to the Subservicing
Agreement.
Subservicing Account: An account established by a Subservicer
in
accordance with Section 3.08.
Subservicing Agreement: The written contract between the
Master
Servicer and any Subservicer relating to servicing and
administration of
certain Mortgage Loans as provided in Section 3.02, generally in
the form of
the servicer contract referred to or contained in the Program
Guide or in
such other form as has been approved by the Master Servicer and
the Company.
With respect to Additional Collateral Loans subserviced by MLCC,
the
Subservicing Agreement shall also include the Addendum and
Assignment
Agreement and the Pledged Asset Mortgage Servicing Agreement.
With respect to
any Pledged Asset Loan subserviced by GMAC Mortgage, LLC, the
Addendum and
Assignment Agreement, dated as of November 24, 1998, between the
Master
Servicer and GMAC Mortgage, LLC, as such agreement may be
amended from time
to time.
Subservicing Fee: As to any Mortgage Loan, the fee payable
monthly to
the related Subservicer (or, in the case of a Nonsubserviced
Mortgage Loan,
to the Master Servicer) in respect of subservicing and other
compensation
that accrues at an annual rate equal to the excess of the
Mortgage Rate borne
by the related Mortgage Note over the rate per annum designated
on the
Mortgage Loan Schedule as the "CURR NET" for such Mortgage
Loan.
Surety: Ambac, or its successors in interest, or such other
surety as
may be identified in the Series Supplement.
Surety Bond: The Limited Purpose Surety Bond (Policy No.
AB0039BE),
dated February 28, 1996 in respect to Mortgage Loans originated
by MLCC, or
the Surety Bond (Policy No. AB0240BE), dated March 17, 1999 in
respect to
Mortgage Loans originated by Novus Financial Corporation, in
each case issued
by Ambac for the benefit of certain beneficiaries, including the
Trustee for
the benefit of the Holders of the Certificates, but only to the
extent that
such Surety Bond covers any Additional Collateral Loans, or such
other Surety
Bond as may be identified in the Series Supplement.
Tax Returns: The federal income tax return on Internal Revenue
Service
Form 1066, U.S. Real Estate Mortgage Investment Conduit Income
Tax Return,
including Schedule Q thereto, Quarterly Notice to Residual
Interest Holders
of REMIC Taxable Income or Net Loss Allocation, or any successor
forms, to be
filed on behalf of any REMIC formed under the Series Supplement
and under the
REMIC Provisions, together with any and all other information,
reports or
returns that may be required to be furnished to the
Certificateholders or
filed with the Internal Revenue Service or any other
governmental taxing
authority under any applicable provisions of federal, state or
local tax laws.
Transaction Party: As defined in Section 12.02(a).
Transfer: Any direct or indirect transfer, sale, pledge,
hypothecation
or other form of assignment of any Ownership Interest in a
Certificate.
Transferee: Any Person who is acquiring by Transfer any
Ownership
Interest in a Certificate.
Transferor: Any Person who is disposing by Transfer of any
Ownership
Interest in a Certificate.
Trust Fund: The segregated pool of assets consisting of:
(i) the Mortgage Loans and the related Mortgage Files and
collateral
securing such Mortgage Loans,
(ii) all payments on and collections in respect of the Mortgage
Loans
due after the Cut-off Date (other than Monthly Payments due
in
the month of the Cut-Off Date) as shall be on deposit in the
Custodial Account or in the Certificate Account and identified
as
belonging to the Trust Fund, including the proceeds from the
liquidation of Additional Collateral for any Additional
Collateral Loan or Pledged Assets for any Pledged Asset Loan,
but
not including amounts on deposit in the Initial Monthly
Payment
Fund,
(iii) property that secured a Mortgage Loan and that has been
acquired
for the benefit of the Certificateholders by foreclosure or
deed
in lieu of foreclosure,
(iv) the hazard insurance policies and Primary Insurance
Policies, if
any, the Pledged Assets with respect to each Pledged Asset
Loan,
and the interest in the Surety Bond transferred to the
Trustee
pursuant to Section 2.01,
(v) the Initial Monthly Payment Fund, and
(vi) all proceeds of clauses (i) through (v) above.
Trustee Information: As specified in Section 12.05(a)(i)(A).
Underwriter: As defined in the Series Supplement.
Uninsured Cause: Any cause of damage to property subject to a
Mortgage
such that the complete restoration of such property is not fully
reimbursable
by the hazard insurance policies.
United States Person: A citizen or resident of the United
States, a
corporation, partnership or other entity created or organized
in, or under
the laws of, the United States, provided that, for purposes
solely of the
restrictions on the transfer of residual interests, no
partnership or other
entity treated as a partnership for United States federal income
tax purposes
shall be treated as a United States Person unless all persons
that own an
interest in such partnership either directly or through any
entity that is
not a corporation for United States federal income tax purposes
are required
by the applicable operating agreement to be United States
Persons, any state
thereof, or the District of Columbia (except in the case of a
partnership, to
the extent provided in Treasury regulations) or any political
subdivision
thereof, or an estate that is described in Section
7701(a)(30)(D) of the
Code, or a trust that is described in Section 7701(a)(30)(E) of
the Code.
Voting Rights: The portion of the voting rights of all of
the
Certificates which is allocated to any Certificate, and more
specifically
designated in Article XI of the Series Supplement.
Section 1.02. Use of Words and Phrases.
"Herein," "hereby," "hereunder," 'hereof," "hereinbefore,"
"hereinafter" and other equivalent words refer to the Pooling
and Servicing
Agreement as a whole. All references herein to Articles,
Sections or
Subsections shall mean the corresponding Articles, Sections and
Subsections
in the Pooling and Servicing Agreement. The definitions set
forth herein
include both the singular and the plural.
References in the Pooling and Servicing Agreement to "interest"
on and
"principal" of the Mortgage Loans shall mean, with respect to
the Sharia
Mortgage Loans, amounts in respect profit payments and
acquisition payments,
respectively.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.
(a) The Company, concurrently with the execution and delivery
hereof, does
hereby assign to the Trustee without recourse all the right,
title and
interest of the Company in and to the Mortgage Loans, including
all interest
and principal received on or with respect to the Mortgage Loans
after the
Cut-off Date (other than payments of principal and interest due
on the
Mortgage Loans in the month of the Cut-off Date). In connection
with such
transfer and assignment, the Company does hereby deliver to the
Trustee the
Certificate Policy (as defined in the Series Supplement), if
any. The
Company, the Master Servicer and the Trustee agree that it is
not intended
that any mortgage loan be included in the Trust that is (i) a
"High-Cost Home
Loan" as defined in the New Jersey Home Ownership Act effective
November 27,
2003, (ii) a "High-Cost Home Loan" as defined in the New Mexico
Home Loan
Protection Act effective January 1, 2004, (iii) a "High Cost
Home Mortgage
Loan" as defined in the Massachusetts Predatory Home Practices
Act effective
November 7, 2004 or (iv) a "High-Cost Home Loan" as defined in
the Indiana
House Enrolled Act No. 1229, effective as of January 1,
2005.
(b) In connection with such assignment, except as set forth in
Section
2.01(c) and subject to Section 2.01(d) below, the Company does
hereby:
(I) with respect to each Mortgage Loan so assigned (other than
a
Cooperative Loan or a Sharia Mortgage Loan) (1) in the case of
all such
Mortgage Loans, deliver to and deposit with the Master Servicer
(or an
Affiliate of the Master Servicer) each of the documents or
instruments
described in clause (ii) below (and the Master Servicer shall
hold (or
cause such Affiliate to hold) such documents or instruments in
trust
for the use and benefit of all present and future
Certificateholders),
(2) with respect to each MOM Loan, deliver to, and deposit with,
the
Trustee, or to and with one or more Custodians, as the duly
appointed
agent or agents of the Trustee for such purpose, the documents
or
instruments described in clauses (i) and (v) below, (3) with
respect to
each Mortgage Loan that is not a MOM Loan but is registered on
the
MERS(R)System, deliver to, and deposit with, the Trustee, or to
and with
one or more Custodians, as the duly appointed agent or agents of
the
Trustee for such purpose, the documents or instruments described
in
clauses (i), (iv) and (v) below and (4) with respect to each
Mortgage
Loan that is not a MOM Loan and is not registered on the
MERS(R)System,
deliver to, and deposit with, the Trustee, or to and with one or
more
Custodians, as the duly appointed agent or agents of the Trustee
for
such purpose, the documents or instruments described in clauses
(i),
(iii), (iv) and (v) below:
(i) The original Mortgage Note, endorsed without recourse to the
order of
the Trustee and showing an unbroken chain of endorsements from
the
originator thereof to the Person endorsing it to the Trustee, or
with
respect to any Destroyed Mortgage Note, an original lost note
affidavit
from the related Seller or Residential Funding stating that
the
original Mortgage Note was lost, misplaced or destroyed,
together with
a copy of the related Mortgage Note.
(ii) The original Mortgage, noting the presence of the MIN of
the Mortgage
Loan and language indicating that the Mortgage Loan is a MOM
Loan if
the Mortgage Loan is a MOM Loan, with evidence of recording
indicated
thereon or a copy of the Mortgage with evidence of recording
indicated
thereon.
(iii) The original Assignment of the Mortgage to the Trustee
with evidence of
recording indicated thereon or a copy of such assignment with
evidence
of recording indicated thereon.
(iv) The original recorded assignment or assignments of the
Mortgage showing
an unbroken chain of title from the originator thereof to the
Person
assigning it to the Trustee (or to MERS, if the Mortgage Loan
is
registered on the MERS(R)System and noting the presence of a
MIN) with
evidence of recordation noted thereon or attached thereto, or a
copy of
such assignment or assignments of the Mortgage with evidence
of
recording indicated thereon.
(v) The original of each modification, assumption agreement or
preferred
loan agreement, if any, relating to such Mortgage Loan or a copy
of
each modification, assumption agreement or preferred loan
agreement.
(II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse to the
order of
the Trustee and showing an unbroken chain of endorsements from
the
originator thereof to the Person endorsing it to the Trustee, or
with
respect to any Destroyed Mortgage Note, an original lost note
affidavit
from the related Seller or Residential Funding stating that
the
original Mortgage Note was lost, misplaced or destroyed,
together with
a copy of the related Mortgage Note.
(ii) A counterpart of the Cooperative Lease and the Assignment
of
Proprietary Lease to the originator of the Cooperative Loan
with
intervening assignments showing an unbroken chain of title from
such
originator to the Trustee.
(iii) The related Cooperative Stock Certificate, representing
the related
Cooperative Stock pledged with respect to such Cooperative
Loan,
together with an undated stock power (or other similar
instrument) executed in blank.
(iv) The original recognition agreement by the Cooperative of
the interests
of the mortgagee with respect to the related Cooperative
Loan.
(v) The Security Agreement.
(vi) Copies of the original UCC-1 financing statement, and any
continuation
statements, filed by the originator of such Cooperative Loan as
secured
party, each with evidence of recording thereof, evidencing the
interest
of the originator under the Security Agreement and the
Assignment of
Proprietary Lease.
(vii) Copies of the filed UCC-3 assignments of the security
interest
referenced in clause (vi) above showing an unbroken chain of
title from
the originator to the Trustee, each with evidence of recording
thereof,
evidencing the interest of the originator under the Security
Agreement
and the Assignment of Proprietary Lease.
(viii) An executed assignment of the interest of the originator
in the
Security Agreement, Assignment of Proprietary Lease and the
recognition
agreement referenced in clause (iv) above, showing an unbroken
chain of
title from the originator to the Trustee.
(ix) The original of each modification, assumption agreement or
preferred
loan agreement, if any, relating to such Cooperative Loan.
(x) A duly completed UCC-1 financing statement showing the
Master Servicer
as debtor, the Company as secured party and the Trustee as
assignee and
a duly completed UCC-1 financing statement showing the Company
as
debtor and the Trustee as secured party, each in a form
sufficient for
filing, evidencing the interest of such debtors in the
Cooperative
Loans.
and (III) with respect to each Sharia Mortgage Loan so
assigned:
(xi) The original Obligation to Pay, endorsed without recourse
in blank or
to the order of the Trustee and showing an unbroken chain of
endorsements from the originator thereof to the Person endorsing
it to
the Trustee, or with respect to any Destroyed Obligation to Pay,
an
original affidavit from the related Seller or Residential
Funding
stating that the original Obligation to Pay was lost, misplaced
or
destroyed, together with a copy of the related Obligation to
Pay.
(xii) The original Sharia Mortgage Loan Security Instrument,
with evidence of
recording indicated thereon or a copy of the Sharia Mortgage
Loan
Security Instrument with evidence of recording indicated
thereon.
(xiii) An original Assignment and Amendment of Security
Instrument,
assigned to the Trustee with evidence of recording indicated
thereon or
a copy of such Assignment and Amendment of Security Instrument
with
evidence of recording indicated thereon.
(xiv) The original recorded assignment or assignments of the
Sharia Mortgage
Loan Security Instrument showing an unbroken chain of title from
the
originator thereof to the Person assigning it to the Trustee
with
evidence of recordation noted thereon or attached thereto, or a
copy of
such assignment or assignments of the Sharia Mortgage Loan
Security
Instrument with evidence of recording indicated thereon.
(xv) The original Sharia Mortgage Loan Co-Ownership Agreement
with respect
to the related Sharia Mortgage Loan.
(xvi) The original of each modification or assumption agreement,
if any,
relating to such Sharia Mortgage Loan or a copy of each
modification or
assumption agreement.
(c) The Company may, in lieu of delivering the original of the
documents
set forth in Sections 2.01(b)(I) (iii), (iv) and (v), Section
(b)(II)(ii),
(iv), (vii), (ix) and (x) and Sections 2.01(b)(III)(ii), (iii),
(iv), (v) and
(vi) (or copies thereof as permitted by Section 2.01(b)) to the
Trustee or
the Custodian or Custodians, deliver such documents to the
Master Servicer,
and the Master Servicer shall hold such documents in trust for
the use and
benefit of all present and future Certificateholders until such
time as is
set forth in the next sentence. Within thirty Business Days
following the
earlier of (i) the receipt of the original of all of the
documents or
instruments set forth in Sections 2.01(b)(I)(iii), (iv) and
(v),
Sections (b)(II)(ii), (iv), (vii), (ix) and (x) and
Sections 2.01(b)(III)(ii), (iii), (iv), (v) and (vi) (or copies
thereof) for
any Mortgage Loan and (ii) a written request by the Trustee to
deliver those
documents with respect to any or all of the Mortgage Loans then
being held by
the Master Servicer, the Master Servicer shall deliver a
complete set of such
documents to the Trustee or the Custodian or Custodians that are
the duly
appointed agent or agents of the Trustee.
(d) Notwithstanding the provisions of Section 2.01(c), in
connection with
any Mortgage Loan, if the Company cannot deliver the original of
the
Mortgage, any assignment, modification, assumption agreement or
preferred
loan agreement (or copy thereof as permitted by Section 2.01(b))
with
evidence of recording thereon concurrently with the execution
and delivery of
this Agreement because of (i) a delay caused by the public
recording office
where such Mortgage, assignment, modification, assumption
agreement or
preferred loan agreement as the case may be, has been delivered
for
recordation, or (ii) a delay in the receipt of certain
information necessary
to prepare the related assignments, the Company shall deliver or
cause to be
delivered to the Trustee or the respective Custodian a copy of
such Mortgage,
assignment, modification, assumption agreement or preferred loan
agreement.
The Company (i) shall promptly cause to be recorded in the
appropriate
public office for real property records the Assignment referred
to in
clause (I)(iii) of Section 2.01(b), except (a) in states where,
in the
opinion of counsel acceptable to the Master Servicer, such
recording is not
required to protect the Trustee's interests in the Mortgage Loan
against the
claim of any subsequent transferee or any successor to or
creditor of the
Company or the originator of such Mortgage Loan or (b) if MERS
is identified
on the Mortgage or on a properly recorded assignment of the
Mortgage as the
mortgagee of record solely as nominee for the Seller and its
successors and
assigns, (ii) shall promptly cause to be filed the Form UCC-3
assignment and
UCC-1 financing statement referred to in clauses (II)(vii) and
(x),
respectively, of Section 2.01(b) and (iii) shall promptly cause
to be
recorded in the appropriate public recording office for real
property records
the Assignment Agreement and Amendment of Security Instrument
referred to in
clause (III)(iii) of Section 2.01(b). If any Assignment,
Assignment
Agreement and Amendment of Security Instrument, Form UCC-3 or
Form UCC-1, as
applicable, is lost or returned unrecorded to the Company
because of any
defect therein, the Company shall prepare a substitute
Assignment, Assignment
Agreement and Amendment of Security Instrument, Form UCC-3 or
Form UCC-1, as
applicable, or cure such defect, as the case may be, and cause
such
Assignment or Assignment Agreement and Amendment of Security
Instrument to be
recorded in accordance with this paragraph. The Company shall
promptly
deliver or cause to be delivered to the applicable Person
described in
Section 2.01(b) such Assignment or substitute Assignment or
Assignment
Agreement and Amendment of Security Instrument or Form UCC-3 or
Form UCC-1,
as applicable, (or copy thereof) recorded in connection with
this paragraph,
with evidence of recording indicated thereon at the time
specified in
Section 2.01(c). In connection with its servicing of Cooperative
Loans, the
Master Servicer will use its best efforts to file timely
continuation
statements with regard to each financing statement and
assignment relating to
Cooperative Loans as to which the related Cooperative Apartment
is located
outside of the State of New York.
If the Company delivers to the Trustee or Custodian any Mortgage
Note,
Obligation to Pay, Assignment Agreement and Amendment of
Security Instrument
or Assignment of Mortgage in blank, the Company shall, or shall
cause the
Custodian to, complete the endorsement of the Mortgage Note,
Obligation to
Pay, Assignment Agreement and Amendment of Security Instrument
and the
Assignment of Mortgage in the name of the Trustee in conjunction
with the
Interim Certification issued by the Custodian, as contemplated
by
Section 2.02.
Any of the items set forth in Sections 2.01(b)(II)(vi) and (vii)
and
Sections 2.01(b)(III)(ii), (iii), and (iv) that may be delivered
as a copy
rather than the original may be delivered to the Trustee or the
Custodian.
In connection with the assignment of any Mortgage Loan
registered on
the MERS(R)System, the Company further agrees that it will
cause, at the
Company's own expense, within 30 Business Days after the Closing
Date, the
MERS(R)System to indicate that such Mortgage Loans have been
assigned by the
Company to the Trustee in accordance with this Agreement for the
benefit of
the Certificateholders by including (or deleting, in the case of
Mortgage
Loans which are repurchased in accordance with this Agreement)
in such
computer files (a) the code in the field which identifies the
specific
Trustee and (b) the code in the field "Pool Field" which
identifies the
series of the Certificates issued in connection with such
Mortgage Loans.
The Company further agrees that it will not, and will not permit
the Master
Servicer to, and the Master Servicer agrees that it will not,
alter the codes
referenced in this paragraph with respect to any Mortgage Loan
during the
term of this Agreement unless and until such Mortgage Loan is
repurchased in
accordance with the terms of this Agreement.
(e) Residential Funding hereby assigns to the Trustee its
security interest
in and to any Additional Collateral or Pledged Assets, its right
to receive
amounts due or to become due in respect of any Additional
Collateral or
Pledged Assets pursuant to the related Subservicing Agreement
and its rights
as beneficiary under the Surety Bond in respect of any
Additional Collateral
Loans. With respect to any Additional Collateral Loan or Pledged
Asset Loan,
Residential Funding shall cause to be filed in the appropriate
recording
office a UCC-3 statement giving notice of the assignment of the
related
security interest to the Trust Fund and shall thereafter cause
the timely
filing of all necessary continuation statements with regard to
such financing
statements.
(f) It is intended that the conveyance by the Company to the
Trustee of the
Mortgage Loans as provided for in this Section 2.01 be and the
Uncertificated
REMIC Regular Interests, if any (as provided for in Section
2.06), be
construed as a sale by the Company to the Trustee of the
Mortgage Loans and
any Uncertificated REMIC Regular Interests for the benefit of
the
Certificateholders. Further, it is not intended that such
conveyance be
deemed to be a pledge of the Mortgage Loans and any
Uncertificated REMIC
Regular Interests by the Company to the Trustee to secure a debt
or other
obligation of the Company. However, if the Mortgage Loans and
any
Uncertificated REMIC Regular Interests are held to be property
of the Company
or of Residential Funding, or if for any reason this Agreement
is held or
deemed to create a security interest in the Mortgage Loans and
any
Uncertificated REMIC Regular Interests, then it is intended that
(a) this
Agreement shall be a security agreement within the meaning of
Articles 8 and
9 of the New York Uniform Commercial Code and the Uniform
Commercial Code of
any other applicable jurisdiction; (b) the conveyance provided
for in
Section 2.01 shall be deemed to be, and hereby is, (1) a grant
by the Company
to the Trustee of a security interest in all of the Company's
right
(including the power to convey title thereto), title and
interest, whether
now owned or hereafter acquired, in and to any and all general
intangibles,
payment intangibles, accounts, chattel paper, instruments,
documents, money,
deposit accounts, certificates of deposit, goods, letters of
credit, advices
of credit and investment property and other property of whatever
kind or
description now existing or hereafter acquired consisting of,
arising from or
relating to any of the following: (A) the Mortgage Loans,
including (i) with
respect to each Cooperative Loan, the related Mortgage Note,
Security
Agreement, Assignment of Proprietary Lease, Cooperative Stock
Certificate and
Cooperative Lease, (ii) with respect to each Sharia Mortgage
Loan, the
related Sharia Mortgage Loan Security Instrument, Sharia
Mortgage Loan
Co-Ownership Agreement, Obligation to Pay and Assignment
Agreement and
Amendment of Security Instrument, (iii) with respect to each
Mortgage Loan
other than a Cooperative Loan or a Sharia Mortgage Loan, the
related Mortgage
Note and Mortgage, and (iv) any insurance policies and all other
documents in
the related Mortgage File, (B) all amounts payable pursuant to
the Mortgage
Loans in accordance with the terms thereof, (C) any
Uncertificated REMIC
Regular Interests and (D) all proceeds of the conversion,
voluntary or
involuntary, of the foregoing into cash, instruments, securities
or other
property, including without limitation all amounts from time to
time held or
invested in the Certificate Account or the Custodial Account,
whether in the
form of cash, instruments, securities or other property and (2)
an assignment
by the Company to the Trustee of any security interest in any
and all of
Residential Funding's right (including the power to convey title
thereto),
title and interest, whether now owned or hereafter acquired, in
and to the
property described in the foregoing clauses (1)(A), (B), (C) and
(D) granted
by Residential Funding to the Company pursuant to the Assignment
Agreement;
(c) the possession by the Trustee, the Custodian or any other
agent of the
Trustee of Mortgage Notes or such other items of property as
constitute
instruments, money, payment intangibles, negotiable documents,
goods, deposit
accounts, letters of credit, advices of credit, investment
property,
certificated securities or chattel paper shall be deemed to be
"possession by
the secured party," or possession by a purchaser or a person
designated by
such secured party, for purposes of perfecting the security
interest pursuant
to the Minnesota Uniform Commercial Code and the Uniform
Commercial Code of
any other applicable jurisdiction as in effect (including,
without
limitation, Sections 8-106, 9-313 and 9-106 thereof); and (d)
notifications
to persons holding such property, and acknowledgments, receipts
or
confirmations from persons holding such property, shall be
deemed
notifications to, or acknowledgments, receipts or confirmations
from,
securities intermediaries, bailees or agents of, or persons
holding for (as
applicable) the Trustee for the purpose of perfecting such
security interest
under applicable law.
The Company and, at the Company's direction, Residential Funding
and
the Trustee shall, to the extent consistent with this Agreement,
take such
reasonable actions as may be necessary to ensure that, if this
Agreement were
determined to create a security interest in the Mortgage Loans,
any
Uncertificated REMIC Regular Interests and the other property
described
above, such security interest would be determined to be a
perfected security
interest of first priority under applicable law and will be
maintained as
such throughout the term of this Agreement. Without limiting the
generality
of the foregoing, the Company shall prepare and deliver to the
Trustee not
less than 15 days prior to any filing date and, the Trustee
shall forward for
filing, or shall cause to be forwarded for filing, at the
expense of the
Company, all filings necessary to maintain the effectiveness of
any original
filings necessary under the Uniform Commercial Code as in effect
in any
jurisdiction to perfect the Trustee's security interest in or
lien on the
Mortgage Loans and any Uncertificated REMIC Regular Interests,
as evidenced
by an Officers' Certificate of the Company, including without
limitation
(x) continuation statements, and (y) such other statements as
may be
occasioned by (1) any change of name of Residential Funding, the
Company or
the Trustee (such preparation and filing shall be at the expense
of the
Trustee, if occasioned by a change in the Trustee's name), (2)
any change of
location of the place of business or the chief executive office
of
Residential Funding or the Company, (3) any transfer of any
interest of
Residential Funding or the Company in any Mortgage Loan or (4)
any transfer
of any interest of Residential Funding or the Company in any
Uncertificated
REMIC Regular Interest.
(g) The Master Servicer hereby acknowledges the receipt by it of
the
Initial Monthly Payment Fund. The Master Servicer shall hold
such Initial
Monthly Payment Fund in the Custodial Account and shall include
the related
Initial Monthly Payment Fund in the Available Distribution
Amount for the
Mortgage Loans or, with respect to any Mortgage Pool comprised
of two or more
Loan Groups, the Mortgage Loans in each Loan Group, for the
initial
Distribution Date. Notwithstanding anything herein to the
contrary, the
Initial Monthly Payment Fund shall not be an asset of any REMIC.
To the
extent that the Initial Monthly Payment Fund constitutes a
reserve fund for
federal income tax purposes, (1) it shall be an outside reserve
fund and not
an asset of any REMIC, (2) it shall be owned by the Seller and
(3) amounts
transferred by any REMIC to the Initial Monthly Payment Fund
shall be treated
as transferred to the Seller or any successor, all within the
meaning of
Section 1.860G-2(h) of the Treasury Regulations.
(h) The Company agrees that the sale of each Pledged Asset Loan
pursuant to
this Agreement will also constitute the assignment, sale,
setting-over,
transfer and conveyance to the Trustee, without recourse (but
subject to the
Company's covenants, representations and warranties specifically
provided
herein), of all of the Company's obligations and all of the
Company's right,
title and interest in, to and under, whether now existing or
hereafter
acquired as owner of the Mortgage Loan with respect to all
money, securities,
security entitlements, accounts, general intangibles,
instruments, documents,
certificates of deposit, commodities contracts, and other
investment property
and other property of whatever kind or description consisting
of, arising
from or related to (i) the Assigned Contracts, (ii) all rights,
powers and
remedies of the Company as owner of such Mortgage Loan under or
in connection
with the Assigned Contracts, whether arising under the terms of
such Assigned
Contracts, by statute, at law or in equity, or otherwise arising
out of any
default by the Mortgagor under or in connection with the
Assigned Contracts,
including all rights to exercise any election or option or to
make any
decision or determination or to give or receive any notice,
consent, approval
or waiver thereunder, (iii) all security interests in and lien
of the Company
as owner of such Mortgage Loan in the Pledged Amounts and all
money,
securities, security entitlements, accounts, general
intangibles,
instruments, documents, certificates of deposit, commodities
contracts, and
other investment property and other property of whatever kind or
description
and all cash and non-cash proceeds of the sale, exchange, or
redemption of,
and all stock or conversion rights, rights to subscribe,
liquidation
dividends or preferences, stock dividends, rights to interest,
dividends,
earnings, income, rents, issues, profits, interest payments or
other
distributions of cash or other property that is credited to the
Custodial
Account, (iv) all documents, books and records concerning the
foregoing
(including all computer programs, tapes, disks and related items
containing
any such information) and (v) all insurance proceeds (including
proceeds from
the Federal Deposit Insurance Corporation or the Securities
Investor
Protection Corporation or any other insurance company) of any of
the
foregoing or replacements thereof or substitutions therefor,
proceeds of
proceeds and the conversion, voluntary or involuntary, of any
thereof. The
foregoing transfer, sale, assignment and conveyance does not
constitute and
is not intended to result in the creation, or an assumption by
the Trustee,
of any obligation of the Company, or any other person in
connection with the
Pledged Assets or under any agreement or instrument relating
thereto,
including any obligation to the Mortgagor, other than as owner
of the
Mortgage Loan.
Section 2.02. Acceptance by Trustee.
The Trustee acknowledges receipt (or, with respect to Mortgage
Loans
subject to a Custodial Agreement, and based solely upon a
receipt or
certification executed by the Custodian, receipt by the
respective Custodian
as the duly appointed agent of the Trustee) of the documents
referred to in
Section 2.01(b)(I)(i) and Section 2.01(b)(II)(i), (iii), (v),
(vi) and
(viii) above (except that for purposes of such acknowledgment
only, a
Mortgage Note may be endorsed in blank) and declares that it, or
a Custodian
as its agent, holds and will hold such documents and the other
documents
constituting a part of the Custodial Files delivered to it, or a
Custodian as
its agent, and the rights of Residential Funding with respect to
any Pledged
Assets, Additional Collateral and the Surety Bond assigned to
the Trustee
pursuant to Section 2.01, in trust for the use and benefit of
all present and
future Certificateholders. The Trustee or Custodian (such
Custodian being so
obligated under a Custodial Agreement) agrees, for the benefit
of
Certificateholders, to review each Custodial File delivered to
it pursuant to
Section 2.01(b) within 45 days after the Closing Date to
ascertain that all
required documents (specifically as set forth in Section
2.01(b)), have been
executed and received, and that such documents relate to the
Mortgage Loans
identified on the Mortgage Loan Schedule, as supplemented, that
have been
conveyed to it, and to deliver to the Trustee a certificate (the
"Interim
Certification") to the effect that all documents required to be
delivered
pursuant to Section 2.01(b) above have been executed and
received and that
such documents relate to the Mortgage Loans identified on the
Mortgage Loan
Schedule, except for any exceptions listed on Schedule A
attached to such
Interim Certification. Upon delivery of the Custodial Files by
the Company or
the Master Servicer, the Trustee shall acknowledge receipt (or,
with respect
to Mortgage Loans subject to a Custodial Agreement, and based
solely upon a
receipt or certification executed by the Custodian, receipt by
the respective
Custodian as the duly appointed agent of the Trustee) of the
documents
referred to in Section 2.01(c) above.
If the Custodian, as the Trustee's agent, finds any document
or
documents constituting a part of a Custodial File to be missing
or defective,
the Trustee shall promptly so notify the Master Servicer and the
Company.
Pursuant to Section 2.3 of the Custodial Agreement, the
Custodian will notify
the Master Servicer, the Company and the Trustee of any such
omission or
defect found by it in respect of any Custodial File held by it
in respect of
the items reviewed by it pursuant to the Custodial Agreement. If
such
omission or defect materially and adversely affects the
interests of the
Certificateholders, the Master Servicer shall promptly notify
Residential
Funding of such omission or defect and request that Residential
Funding
correct or cure such omission or defect within 60 days from the
date the
Master Servicer was notified of such omission or defect and, if
Residential
Funding does not correct or cure such omission or defect within
such period,
the Master Servicer shall require Residential Funding to
purchase such
Mortgage Loan from the Trust Fund at its Purchase Price within
90 days from
the date the Master Servicer was notified of such omission or
defect;
provided that if the omission or defect would cause the Mortgage
Loan to be
other than a "qualified mortgage" as defined in Section
860G(a)(3) of the
Code, any such cure or repurchase must occur within 90 days from
the date
such breach was discovered. The Purchase Price for any such
Mortgage Loan
shall be deposited by the Master Servicer in the Custodial
Account maintained
by it pursuant to Section 3.07 and, upon receipt by the Trustee
of written
notification of such deposit signed by a Servicing Officer, the
Master
Servicer, the Trustee or any Custodian, as the case may be,
shall release the
contents of any related Mortgage File in its possession to the
owner of such
Mortgage Loan (or such owner's designee) and the Trustee shall
execute and
deliver such instruments of transfer or assignment prepared by
the Master
Servicer, in each case without recourse, as shall be necessary
to vest in
Residential Funding or its designee any Mortgage Loan released
pursuant
hereto and thereafter such Mortgage Loan shall not be part of
the Trust
Fund. It is understood and agreed that the obligation of
Residential Funding
to so cure or purchase any Mortgage Loan as to which a material
and adverse
defect in or omission of a constituent document exists shall
constitute the
sole remedy respecting such defect or omission available to
Certificateholders or the Trustee on behalf of the
Certificateholders.
Section 2.03. Representations, Warranties and Covenants of the
Master
Servicer and the Company.
(a) The Master Servicer hereby represents and warrants to the
Trustee for
the benefit of the Certificateholders that:
(i) The Master Servicer is a limited liability company duly
organized,
validly existing and in good standing under the laws governing
its
creation and existence and is or will be in compliance with the
laws of
each state in which any Mortgaged Property is located to the
extent
necessary to ensure the enforceability of each Mortgage Loan
in
accordance with the terms of this Agreement;
(ii) The execution and delivery of this Agreement by the Master
Servicer and
its performance and compliance with the terms of this Agreement
will
not violate the Master Servicer's Certificate of Formation or
limited
liability company agreement or constitute a material default (or
an
event which, with notice or lapse of time, or both, would
constitute a
material default) under, or result in the material breach of,
any
material contract, agreement or other instrument to which the
Master
Servicer is a party or which may be applicable to the Master
Servicer
or any of its assets;
(iii) This Agreement, assuming due authorization, execution and
delivery by
the Trustee and the Company, constitutes a valid, legal and
binding
obligation of the Master Servicer, enforceable against it in
accordance
with the terms hereof subject to applicable bankruptcy,
insolvency,
reorganization, moratorium and other laws affecting the
enforcement of
creditors' rights generally and to general principles of
equity,
regardless of whether such enforcement is considered in a
proceeding in
equity or at law;
(iv) The Master Servicer is not in default with respect to any
order or
decree of any court or any order, regulation or demand of any
federal,
state, municipal or governmental agency, which default might
have
consequences that would materially and adversely affect the
condition
(financial or other) or operations of the Master Servicer or
its
properties or might have consequences that would materially
adversely
affect its performance hereunder;
(v) No litigation is pending or, to the best of the Master
Servicer's
knowledge, threatened against the Master Servicer which would
prohibit
its entering into this Agreement or performing its obligations
under
this Agreement;
(vi) The Master Servicer will comply in all material respects in
the
performance of this Agreement with all reasonable rules and
requirements of each insurer under each Required Insurance
Policy;
(vii) No information, certificate of an officer, statement
furnished in
writing or report delivered to the Company, any Affiliate of
the
Company or the Trustee by the Master Servicer will, to the
knowledge of
the Master Servicer, contain any untrue statement of a material
fact or
omit a material fact necessary to make the information,
certificate,
statement or report not misleading;
(viii) The Master Servicer has examined each existing, and will
examine
each new, Subservicing Agreement and is or will be familiar with
the
terms thereof. The terms of each existing Subservicing Agreement
and
each designated Subservicer are acceptable to the Master
Servicer and
any new Subservicing Agreements will comply with the provisions
of
Section 3.02; and
(ix) The Master Servicer is a member of MERS in good standing,
and will
comply in all material respects with the rules and procedures of
MERS
in connection with the servicing of the Mortgage Loans that
are
registered with MERS.
It is understood and agreed that the representations and
warranties set
forth in this Section 2.03(a) shall survive delivery of the
respective
Custodial Files to the Trustee or any Custodian.
Upon discovery by either the Company, the Master Servicer, the
Trustee
or any Custodian of a breach of any representation or warranty
set forth in
this Section 2.03(a) which materially and adversely affects the
interests of
the Certificateholders in any Mortgage Loan, the party
discovering such
breach shall give prompt written notice to the other parties
(any Custodian
being so obligated under a Custodial Agreement). Within 90 days
of its
discovery or its receipt of notice of such breach, the Master
Servicer shall
either (i) cure such breach in all material respects or (ii) to
the extent
that such breach is with respect to a Mortgage Loan or a related
document,
purchase such Mortgage Loan from the Trust Fund at the Purchase
Price and in
the manner set forth in Section 2.02; provided that if the
omission or defect
would cause the Mortgage Loan to be other than a "qualified
mortgage" as
defined in Section 860G(a)(3) of the Code, any such cure or
repurchase must
occur within 90 days from the date such breach was discovered.
The obligation
of the Master Servicer to cure such breach or to so purchase
such Mortgage
Loan shall constitute the sole remedy in respect of a breach of
a
representation and warranty set forth in this Section 2.03(a)
available to
the Certificateholders or the Trustee on behalf of the
Certificateholders.
(b) Representations and warranties relating to the Mortgage
Loans are set
forth in Section 2.03(b) of the Series Supplement.
Section 2.04. Representations and Warranties of Residential
Funding.
The Company, as assignee of Residential Funding under the
Assignment
Agreement, hereby assigns to the Trustee for the benefit of
Certificateholders all of its right, title and interest in
respect of the
Assignment Agreement (to the extent assigned to the Company
pursuant to the
Assignment Agreement) applicable to a Mortgage Loan. Insofar as
the
Assignment Agreement relates to the representations and
warranties made by
Residential Funding or the related Seller in respect of such
Mortgage Loan
and any remedies provided thereunder for any breach of such
representations
and warranties, such right, title and interest may be enforced
by the Master
Servicer on behalf of the Trustee and the Certificateholders.
Upon the
discovery by the Company, the Master Servicer, the Trustee or
any Custodian
of a breach of any of the representations and warranties made in
the
Assignment Agreement (which, for purposes hereof, will be deemed
to include
any other cause giving rise to a repurchase obligation under the
Assignment
Agreement) in respect of any Mortgage Loan which materially and
adversely
affects the interests of the Certificateholders in such Mortgage
Loan, the
party discovering such breach shall give prompt written notice
to the other
parties (any Custodian being so obligated under a Custodial
Agreement). The
Master Servicer shall promptly notify Residential Funding of
such breach and
request that Residential Funding either (i) cure such breach in
all material
respects within 90 days from the date the Master Servicer was
notified of
such breach or (ii) purchase such Mortgage Loan from the Trust
Fund at the
Purchase Price and in the manner set forth in Section 2.02;
provided that
Residential Funding shall have the option to substitute a
Qualified
Substitute Mortgage Loan or Loans for such Mortgage Loan if such
substitution
occurs within two years following the Closing Date; provided
that if the
breach would cause the Mortgage Loan to be other than a
"qualified mortgage"
as defined in Section 860G(a)(3) of the Code, any such cure,
repurchase or
substitution must occur within 90 days from the date the breach
was
discovered. If the breach of representation and warranty that
gave rise to
the obligation to repurchase or substitute a Mortgage Loan
pursuant to
Section 4 of the Assignment Agreement was the representation and
warranty set
forth in clause (xii) or (xxxviii) of Section 4 thereof, then
the Master
Servicer shall request that Residential Funding pay to the Trust
Fund,
concurrently with and in addition to the remedies provided in
the preceding
sentence, an amount equal to any liability, penalty or expense
that was
actually incurred and paid out of or on behalf of the Trust
Fund, and that
directly resulted from such breach, or if incurred and paid by
the Trust Fund
thereafter, concurrently with such payment. In the event that
Residential
Funding elects to substitute a Qualified Substitute Mortgage
Loan or Loans
for a Deleted Mortgage Loan pursuant to this Section 2.04,
Residential
Funding shall deliver to the Trustee or the Custodian for the
benefit of the
Certificateholders with respect to such Qualified Substitute
Mortgage Loan or
Loans, the original Mortgage Note, the Mortgage, an Assignment
of the
Mortgage in recordable form if required pursuant to Section
2.01, and such
other documents and agreements as are required by Section 2.01,
with the
Mortgage Note endorsed as required by Section 2.01. No
substitution will be
made in any calendar month after the Determination Date for such
month.
Monthly Payments due with respect to Qualified Substitute
Mortgage Loans in
the month of substitution shall not be part of the Trust Fund
and will be
retained by the Master Servicer and remitted by the Master
Servicer to
Residential Funding on the next succeeding Distribution Date.
For the month
of substitution, distributions to the Certificateholders will
include the
Monthly Payment due on a Deleted Mortgage Loan for such month
and thereafter
Residential Funding shall be entitled to retain all amounts
received in
respect of such Deleted Mortgage Loan. The Master Servicer shall
amend or
cause to be amended the Mortgage Loan Schedule, and, if the
Deleted Mortgage
Loan was a Discount Mortgage Loan, the Schedule of Discount
Fractions, for
the benefit of the Certificateholders to reflect the removal of
such Deleted
Mortgage Loan and the substitution of the Qualified Substitute
Mortgage Loan
or Loans and the Master Servicer shall deliver the amended
Mortgage Loan
Schedule, and, if the Deleted Mortgage Loan was a Discount
Mortgage Loan, the
amended Schedule of Discount Fractions, to the Trustee. Upon
such
substitution, the Qualified Substitute Mortgage Loan or Loans
shall be
subject to the terms of this Agreement and the related
Subservicing Agreement
in all respects, Residential Funding shall be deemed to have
made the
representations and warranties with respect to the Qualified
Substitute
Mortgage Loan contained in the related Assignment Agreement, and
the Company
and the Master Servicer shall be deemed to have made with
respect to any
Qualified Substitute Mortgage Loan or Loans, as of the date of
substitution,
the covenants, representations and warranties set forth in this
Section 2.04,
in Section 2.03 hereof and in Section 4 of the Assignment
Agreement, and the
Master Servicer shall be obligated to repurchase or substitute
for any
Qualified Substitute Mortgage Loan as to which a Repurchase
Event (as defined
in the Assignment Agreement) has occurred pursuant to Section 4
of the
Assignment Agreement.
In connection with the substitution of one or more Qualified
Substitute
Mortgage Loans for one or more Deleted Mortgage Loans, the
Master Servicer
will determine the amount (if any) by which the aggregate
principal balance
of all such Qualified Substitute Mortgage Loans as of the date
of
substitution is less than the aggregate Stated Principal Balance
of all such
Deleted Mortgage Loans (in each case after application of the
principal
portion of the Monthly Payments due in the month of substitution
that are to
be distributed to the Certificateholders in the month of
substitution).
Residential Funding shall deposit the amount of such shortfall
into the
Custodial Account on the day of substitution, without any
reimbursement
therefor. Residential Funding shall give notice in writing to
the Trustee of
such event, which notice shall be accompanied by an Officers'
Certificate as
to the calculation of such shortfall and (subject to Section
10.01(f)) by an
Opinion of Counsel to the effect that such substitution will not
cause
(a) any federal tax to be imposed on the Trust Fund, including
without
limitation, any federal tax imposed on "prohibited transactions"
under
Section 860F(a)(1) of the Code or on "contributions after the
startup date"
under Section 860G(d)(1) of the Code or (b) any portion of any
REMIC to fail
to qualify as such at any time that any Certificate is
outstanding.
It is understood and agreed that the obligation of Residential
Funding
to cure such breach or purchase or to substitute for, such
Mortgage Loan as
to which such a breach has occurred and is continuing and to
make any
additional payments required under the Assignment Agreement in
connection
with a breach of the representation and warranty in clause (xii)
or
(xxxviii) of Section 4 thereof shall constitute the sole remedy
respecting
such breach available to the Certificateholders or the Trustee
on behalf of
Certificateholders. If the Master Servicer is Residential
Funding, then the
Trustee shall also have the right to give the notification and
require the
purchase or substitution provided for in the second preceding
paragraph in
the event of such a breach of a representation or warranty made
by
Residential Funding in the Assignment Agreement. In connection
with the
purchase of or substitution for any such Mortgage Loan by
Residential
Funding, the Trustee shall assign to Residential Funding all of
the Trustee's
right, title and interest in respect of the Assignment Agreement
applicable
to such Mortgage Loan.
Section 2.05. Execution and Authentication of
Certificates/Issuance of
Certificates Evidencing Interests in REMIC I.
As provided in Section 2.05 of the Series Supplement.
Section 2.06. Conveyance of Uncertificated REMIC I and REMIC II
Regular
Interests; Acceptance by the Trustee.
As provided in Section 2.06 of the Series Supplement.
Section 2.07. Issuance of Certificates Evidencing Interests in
REMIC II.
As provided in Section 2.07 of the Series Supplement.
Section 2.08. Purposes and Powers of the Trust.
The purpose of the trust, as created hereunder, is to engage in
the
following activities:
(a) to sell the Certificates to the Company in exchange for the
Mortgage
Loans;
(b) to enter into and perform its obligations under this
Agreement;
(c) to engage in those activities that are necessary, suitable
or
convenient to accomplish the foregoing or are incidental thereto
or connected
therewith; and
(d) subject to compliance with this Agreement, to engage in such
other
activities as may be required in connection with conservation of
the Trust
Fund and the making of distributions to the
Certificateholders.
The trust is hereby authorized to engage in the foregoing
activities.
Notwithstanding the provisions of Section 11.01, the trust shall
not engage
in any activity other than in connection with the foregoing or
other than as
required or authorized by the terms of this Agreement while any
Certificate
is outstanding, and this Section 2.08 may not be amended,
without the consent
of the Certificateholders evidencing a majority of the aggregate
Voting
Rights of the Certificates.
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer.
(a) The Master Servicer shall service and administer the
Mortgage Loans in
accordance with the terms of this Agreement and the respective
Mortgage Loans
, following such procedures as it would employ in its good faith
business
judgment and which are normal and usual in its general mortgage
servicing
activities, and in the case of the Mortgage Loans being
subserviced by Wells
Fargo, if any, such procedures that comply with applicable
federal, state and
local law and that are in accordance with accepted mortgage
servicing
practices of prudent mortgage lending institutions which service
loans of the
same type as the Mortgage Loans in the jurisdiction in which the
related
Mortgaged Property is located, and shall have full power and
authority,
acting alone or through Subservicers as provided in Section
3.02, to do any
and all things which it may deem necessary or desirable in
connection with
such servicing and administration. Without limiting the
generality of the
foregoing, the Master Servicer in its own name or in the name of
a
Subservicer is hereby authorized and empowered by the Trustee
when the Master
Servicer or the Subservicer, as the case may be, believes it
appropriate in
its best judgment, to execute and deliver, on behalf of the
Certificateholders and the Trustee or any of them, any and all
instruments of
satisfaction or cancellation, or of partial or full release or
discharge, or
of consent to assumption or modification in connection with a
proposed
conveyance, or of assignment of any Mortgage and Mortgage Note
in connection
with the repurchase of a Mortgage Loan and all other comparable
instruments,
or with respect to the modification or re-recording of a
Mortgage for the
purpose of correcting the Mortgage, the subordination of the
lien of the
Mortgage in favor of a public utility company or government
agency or unit
with powers of eminent domain, the taking of a deed in lieu of
foreclosure,
the commencement, prosecution or completion of judicial or
non-judicial
foreclosure, the conveyance of a Mortgaged Property to the
related Insurer,
the acquisition of any property acquired by foreclosure or deed
in lieu of
foreclosure, or the management, marketing and conveyance of any
property
acquired by foreclosure or deed in lieu of foreclosure with
respect to the
Mortgage Loans and with respect to the Mortgaged Properties. The
Master
Servicer further is authorized and empowered by the Trustee, on
behalf of the
Certificateholders and the Trustee, in its own name or in the
name of the
Subservicer, when the Master Servicer or the Subservicer, as the
case may be,
believes it is appropriate in its best judgment to register any
Mortgage Loan
on the MERS(R)System, or cause the removal from the registration
of any
Mortgage Loan on the MERS(R)System, to execute and deliver, on
behalf of the
Trustee and the Certificateholders or any of them, any and all
instruments of
assignment and other comparable instruments with respect to such
assignment
or re-recording of a Mortgage in the name of MERS, solely as
nominee for the
Trustee and its successors and assigns. Any expenses incurred in
connection
with the actions described in the preceding sentence shall be
borne by the
Master Servicer in accordance with Section 3.16(c), with no
right of
reimbursement; provided, that if, as a result of MERS
discontinuing or
becoming unable to continue operations in connection with the
MERS System, it
becomes necessary to remove any Mortgage Loan from registration
on the MERS
System and to arrange for the assignment of the related
Mortgages to the
Trustee, then any related expenses shall be reimbursable to the
Master
Servicer. Notwithstanding the foregoing, subject to Section
3.07(a), the
Master Servicer shall not permit any modification with respect
to any
Mortgage Loan that would both constitute a sale or exchange of
such Mortgage
Loan within the meaning of Section 1001 of the Code and any
proposed,
temporary or final regulations promulgated thereunder (other
than in
connection with a proposed conveyance or assumption of such
Mortgage Loan
that is treated as a Principal Prepayment in Full pursuant
to
Section 3.13(d) hereof) and cause any REMIC formed under the
Series
Supplement to fail to qualify as a REMIC under the Code. The
Trustee shall
furnish the Master Servicer with any powers of attorney and
other documents
necessary or appropriate to enable the Master Servicer to
service and
administer the Mortgage Loans. The Trustee shall not be liable
for any
action taken by the Master Servicer or any Subservicer pursuant
to such
powers of attorney. In servicing and administering any
Nonsubserviced
Mortgage Loan, the Master Servicer shall, to the extent not
inconsistent with
this Agreement, comply with the Program Guide as if it were the
originator of
such Mortgage Loan and had retained the servicing rights and
obligations in
respect thereof. In connection with servicing and administering
the Mortgage
Loans, the Master Servicer and any Affiliate of the Master
Servicer (i) may
perform services such as appraisals and brokerage services that
are not
customarily provided by servicers of mortgage loans, and shall
be entitled to
reasonable compensation therefor in accordance with Section 3.10
and
(ii) may, at its own discretion and on behalf of the Trustee,
obtain credit
information in the form of a "credit score" from a credit
repository.
(b) All costs incurred by the Master Servicer or by Subservicers
in
effecting the timely payment of taxes and assessments on the
properties
subject to the Mortgage Loans shall not, for the purpose of
calculating
monthly distributions to the Certificateholders, be added to the
amount owing
under the related Mortgage Loans, notwithstanding that the terms
of such
Mortgage Loan so permit, and such costs shall be recoverable to
the extent
permitted by Section 3.10(a)(ii).
(c) The Master Servicer may enter into one or more agreements in
connection
with the offering of pass-through certificates evidencing
interests in one or
more of the Certificates providing for the payment by the Master
Servicer of
amounts received by the Master Servicer as servicing
compensation hereunder
and required to cover certain Prepayment Interest Shortfalls on
the Mortgage
Loans, which payment obligation will thereafter be an obligation
of the
Master Servicer hereunder.
Section 3.02. Subservicing Agreements Between Master Servicer
and
Subservicers; Enforcement of Subservicers' and Sellers'
Obligations.
(a) The Master Servicer may continue in effect Subservicing
Agreements
entered into by Residential Funding and Subservicers prior to
the execution
and delivery of this Agreement, and may enter into new
Subservicing
Agreements with Subservicers, for the servicing and
administration of all or
some of the Mortgage Loans. Each Subservicer of a Mortgage Loan
shall be
entitled to receive and retain, as provided in the related
Subservicing
Agreement and in Section 3.07, the related Subservicing Fee from
payments of
interest received on such Mortgage Loan after payment of all
amounts required
to be remitted to the Master Servicer in respect of such
Mortgage Loan. For
any Mortgage Loan that is a Nonsubserviced Mortgage Loan, the
Master Servicer
shall be entitled to receive and retain an amount equal to the
Subservicing
Fee from payments of interest. Unless the context otherwise
requires,
references in this Agreement to actions taken or to be taken by
the Master
Servicer in servicing the Mortgage Loans include actions taken
or to be taken
by a Subservicer on behalf of the Master Servicer. Each
Subservicing
Agreement will be upon such terms and conditions as are
generally required or
permitted by the Program Guide and are not inconsistent with
this Agreement
and as the Master Servicer and the Subservicer have agreed. A
representative
form of Subservicing Agreement is attached to this Agreement as
Exhibit E.
With the approval of the Master Servicer, a Subservicer may
delegate its
servicing obligations to third-party servicers, but such
Subservicer will
remain obligated under the related Subservicing Agreement. The
Master
Servicer and a Subservicer may enter into amendments thereto or
a different
form of Subservicing Agreement, and the form referred to or
included in the
Program Guide is merely provided for information and shall not
be deemed to
limit in any respect the discretion of the Master Servicer to
modify or enter
into different Subservicing Agreements; provided, however, that
any such
amendments or different forms shall be consistent with and not
violate the
provisions of either this Agreement or the Program Guide in a
manner which
would materially and adversely affect the interests of the
Certificateholders. The Program Guide and any other Subservicing
Agreement
entered into between the Master Servicer and any Subservicer
shall require
the Subservicer to accurately and fully report its borrower
credit files to
each of the Credit Repositories in a timely manner.
(b) As part of its servicing activities hereunder, the Master
Servicer, for
the benefit of the Trustee and the Certificateholders, shall use
its best
reasonable efforts to enforce the obligations of each
Subservicer under the
related Subservicing Agreement and of each Seller under the
related Seller's
Agreement insofar as the Company's rights with respect to such
obligation has
been assigned to the Trustee hereunder, to the extent that
the
non-performance of any such Seller's obligation would have a
material and
adverse effect on a Mortgage Loan, including, without
limitation, the
obligation to purchase a Mortgage Loan on account of defective
documentation,
as described in Section 2.02, or on account of a breach of a
representation
or warranty, as described in Section 2.04. Such enforcement,
including,
without limitation, the legal prosecution of claims, termination
of
Subservicing Agreements or Seller's Agreements, as appropriate,
and the
pursuit of other appropriate remedies, shall be in such form and
carried out
to such an extent and at such time as the Master Servicer would
employ in its
good faith business judgment and which are normal and usual in
its general
mortgage servicing activities. The Master Servicer shall pay the
costs of
such enforcement at its own expense, and shall be reimbursed
therefor only
(i) from a general recovery resulting from such enforcement to
the extent, if
any, that such recovery exceeds all amounts due in respect of
the related
Mortgage Loan or (ii) from a specific recovery of costs,
expenses or
attorneys fees against the party against whom such enforcement
is directed.
For purposes of clarification only, the parties agree that the
foregoing is
not intended to, and does not, limit the ability of the Master
Servicer to be
reimbursed for expenses that are incurred in connection with the
enforcement
of a Seller's obligations (insofar as the Company's rights with
respect to
such Seller's obligations have been assigned to the Trustee
hereunder) and
are reimbursable pursuant to Section 3.10(a)(viii).
Section 3.03. Successor Subservicers.
The Master Servicer shall be entitled to terminate any
Subservicing
Agreement that may exist in accordance with the terms and
conditions of such
Subservicing Agreement and without any limitation by virtue of
this
Agreement; provided, however, that in the event of termination
of any
Subservicing Agreement by the Master Servicer or the
Subservicer, the Master
Servicer shall either act as servicer of the related Mortgage
Loan or enter
into a Subservicing Agreement with a successor Subservicer which
will be
bound by the terms of the related Subservicing Agreement. If the
Master
Servicer or any Affiliate of Residential Funding acts as
servicer, it will
not assume liability for the representations and warranties of
the
Subservicer which it replaces. If the Master Servicer enters
into a
Subservicing Agreement with a successor Subservicer, the Master
Servicer
shall use reasonable efforts to have the successor Subservicer
assume
liability for the representations and warranties made by the
terminated
Subservicer in respect of the related Mortgage Loans and, in the
event of any
such assumption by the successor Subservicer, the Master
Servicer may, in the
exercise of its business judgment, release the terminated
Subservicer from
liability for such representations and warranties.
Section 3.04. Liability of the Master Servicer.
Notwithstanding any Subservicing Agreement, any of the
provisions of
this Agreement relating to agreements or arrangements between
the Master
Servicer or a Subservicer or reference to actions taken through
a Subservicer
or otherwise, the Master Servicer shall remain obligated and
liable to the
Trustee and the Certificateholders for the servicing and
administering of the
Mortgage Loans in accordance with the provisions of Section 3.01
without
diminution of such obligation or liability by virtue of such
Subservicing
Agreements or arrangements or by virtue of indemnification from
the
Subservicer or the Company and to the same extent and under the
same terms
and conditions as if the Master Servicer alone were servicing
and
administering the Mortgage Loans. The Master Servicer shall be
entitled to
enter into any agreement with a Subservicer or Seller for
indemnification of
the Master Servicer and nothing contained in this Agreement
shall be deemed
to limit or modify such indemnification.
Section 3.05. No Contractual Relationship Between Subservicer
and Trustee
or Certificateholders.
Any Subservicing Agreement that may be entered into and any
other
transactions or services relating to the Mortgage Loans
involving a
Subservicer in its capacity as such and not as an originator
shall be deemed
to be between the Subservicer and the Master Servicer alone and
the Trustee
and the Certificateholders shall not be deemed parties thereto
and shall have
no claims, rights, obligations, duties or liabilities with
respect to the
Subservicer in its capacity as such except as set forth in
Section 3.06. The
foregoing provision shall not in any way limit a Subservicer's
obligation to
cure an omission or defect or to repurchase a Mortgage Loan as
referred to in
Section 2.02 hereof.
Section 3.06. Assumption or Termination of Subservicing
Agreements by
Trustee.
(a) If the Master Servicer shall for any reason no longer be the
master
servicer (including by reason of an Event of Default), the
Trustee, its
designee or its successor shall thereupon assume all of the
rights and
obligations of the Master Servicer under each Subservicing
Agreement that may
have been entered into. The Trustee, its designee or the
successor servicer
for the Trustee shall be deemed to have assumed all of the
Master Servicer's
interest therein and to have replaced the Master Servicer as a
party to the
Subservicing Agreement to the same extent as if the Subservicing
Agreement
had been assigned to the assuming party except that the Master
Servicer shall
not thereby be relieved of any liability or obligations under
the
Subservicing Agreement.
(b) The Master Servicer shall, upon request of the Trustee but
at the
expense of the Master Servicer, deliver to the assuming party
all documents
and records relating to each Subservicing Agreement and the
Mortgage Loans
then being serviced and an accounting of amounts collected and
held by it and
otherwise use its best efforts to effect the orderly and
efficient transfer
of each Subservicing Agreement to the assuming party.
Section 3.07. Collection of Certain Mortgage Loan Payments;
Deposits to
Custodial Account.
(a) The Master Servicer shall make reasonable efforts to collect
all
payments called for under the terms and provisions of the
Mortgage Loans, and
shall, to the extent such procedures shall be consistent with
this Agreement
and the terms and provisions of any related Primary Insurance
Policy, follow
such collection procedures as it would employ in its good faith
business
judgment and which are normal and usual in its general mortgage
servicing
activities. Consistent with the foregoing, the Master Servicer
may in its
discretion (i) waive any late payment charge or any prepayment
charge or
penalty interest in connection with the prepayment of a Mortgage
Loan and
(ii) extend the Due Date for payments due on a Mortgage Loan in
accordance
with the Program Guide; provided, however, that the Master
Servicer shall
first determine that any such waiver or extension will not
impair the
coverage of any related Primary Insurance Policy or materially
adversely
affect the lien of the related Mortgage. Notwithstanding
anything in this
Section to the contrary, the Master Servicer or any Subservicer
shall not
enforce any prepayment charge to the extent that such
enforcement would
violate any applicable law. In the event of any such
arrangement, the Master
Servicer shall make timely advances on the related Mortgage Loan
during the
scheduled period in accordance with the amortization schedule of
such
Mortgage Loan without modification thereof by reason of such
arrangements
unless otherwise agreed to by the Holders of the Classes of
Certificates
affected thereby; provided, however, that no such extension
shall be made if
any such advance would be a Nonrecoverable Advance. Consistent
with the terms
of this Agreement, the Master Servicer may also waive, modify or
vary any
term of any Mortgage Loan or consent to the postponement of
strict compliance
with any such term or in any manner grant indulgence to any
Mortgagor if in
the Master Servicer's determination such waiver, modification,
postponement
or indulgence is not materially adverse to the interests of
the
Certificateholders (taking into account any estimated Realized
Loss that
might result absent such action); provided, however, that the
Master Servicer
may not modify materially or permit any Subservicer to modify
any Mortgage
Loan, including without limitation any modification that would
change the
Mortgage Rate, forgive the payment of any principal or interest
(unless in
connection with the liquidation of the related Mortgage Loan or
except in
connection with prepayments to the extent that such
reamortization is not
inconsistent with the terms of the Mortgage Loan), capitalize
any amounts
owing on the Mortgage Loan by adding such amount to the
outstanding principal
balance of the Mortgage Loan, or extend the final maturity date
of such
Mortgage Loan, unless such Mortgage Loan is in default or, in
the judgment of
the Master Servicer, such default is reasonably foreseeable;
provided,
further, that (1) no such modification shall reduce the interest
rate on a
Mortgage Loan below one-half of the Mortgage Rate as in effect
on the Cut-Off
Date, but not less than the sum of the rates at which the
Servicing Fee and
the Subservicing Fee with respect to such Mortgage Loan accrues
plus the rate
at which the premium paid to the Certificate Insurer, if any,
accrues,
(2) the final maturity date for any Mortgage Loan shall not be
extended
beyond the Maturity Date, (3) the Stated Principal Balance of
all Reportable
Modified Mortgage Loans subject to Servicing Modifications
(measured at the
time of the Servicing Modification and after giving effect to
any Servicing
Modification) can be no more than five percent of the aggregate
principal
balance of the Mortgage Loans as of the Cut-off Date, unless
such limit is
increased from time to time with the consent of the Rating
Agencies and the
Certificate Insurer, if any. In addition, any amounts owing on a
Mortgage
Loan added to the outstanding principal balance of such Mortgage
Loan must be
fully amortized over the remaining term of such Mortgage Loan,
and such
amounts may be added to the outstanding principal balance of a
Mortgage Loan
only once during the life of such Mortgage Loan. Also, the
addition of such
amounts described in the preceding sentence shall be implemented
in
accordance with the Program Guide and may be implemented only by
Subservicers
that have been approved by the Master Servicer for such purpose.
In
connection with any Curtailment of a Mortgage Loan, the Master
Servicer, to
the extent not inconsistent with the terms of the Mortgage Note
and local law
and practice, may permit the Mortgage Loan to be reamortized
such that the
Monthly Payment is recalculated as an amount that will fully
amortize the
remaining Stated Principal Balance thereof by the original
Maturity Date
based on the original Mortgage Rate; provided, that such
re-amortization
shall not be permitted if it would constitute a reissuance of
the Mortgage
Loan for federal income tax purposes, except if such reissuance
is described
in Treasury Regulation Section 1.860G-2(b)(3).
(b) The Master Servicer shall establish and maintain a Custodial
Account in
which the Master Servicer shall deposit or cause to be deposited
on a daily
basis, except as otherwise specifically provided herein, the
following
payments and collections remitted by Subservicers or received by
it in
respect of the Mortgage Loans subsequent to the Cut-off Date
(other than in
respect of principal and interest on the Mortgage Loans due on
or before the
Cut-off Date):
(i) All payments on account of principal, including Principal
Prepayments
made by Mortgagors on the Mortgage Loans and the principal
component of
any Subservicer Advance or of any REO Proceeds received in
connection
with an REO Property for which an REO Disposition has
occurred;
(ii) All payments on account of interest at the Adjusted
Mortgage Rate on
the Mortgage Loans, including Buydown Funds, if any, and the
interest
component of any Subservicer Advance or of any REO Proceeds
received in
connection with an REO Property for which an REO Disposition
has
occurred;
(iii) Insurance Proceeds, Subsequent Recoveries and Liquidation
Proceeds (net
of any related expenses of the Subservicer);
(iv) All proceeds of any Mortgage Loans purchased pursuant to
Section 2.02,
2.03, 2.04, 4.07 or 9.01 and all amounts required to be
deposited in
connection with the substitution of a Qualified Substitute
Mortgage
Loan pursuant to Section 2.03 or 2.04;
(v) Any amounts required to be deposited pursuant to Section
3.07(c) or
3.21;
(vi) All amounts transferred from the Certificate Account to the
Custodial
Account in accordance with Section 4.02(a);
(vii) Any amounts realized by the Subservicer and received by
the Master
Servicer in respect of any Additional Collateral; and
(viii) Any amounts received by the Master Servicer in respect of
Pledged
Assets.
The foregoing requirements for deposit in the Custodial Account
shall
be exclusive, it being understood and agreed that, without
limiting the
generality of the foregoing, payments on the Mortgage Loans
which are not
part of the Trust Fund (consisting of payments in respect of
principal and
interest on the Mortgage Loans due on or before the Cut-off
Date) and
payments or collections in the nature of prepayment charges or
late payment
charges or assumption fees may but need not be deposited by the
Master
Servicer in the Custodial Account. In the event any amount not
required to
be deposited in the Custodial Account is so deposited, the
Master Servicer
may at any time withdraw such amount from the Custodial Account,
any
provision herein to the contrary notwithstanding. The Custodial
Account may
contain funds that belong to one or more trust funds created for
mortgage
pass-through certificates of other series and may contain other
funds
respecting payments on mortgage loans belonging to the Master
Servicer or
serviced or master serviced by it on behalf of others.
Notwithstanding such
commingling of funds, the Master Servicer shall keep records
that accurately
reflect the funds on deposit in the Custodial Account that have
been
identified by it as being attributable to the Mortgage
Loans.
With respect to Insurance Proceeds, Liquidation Proceeds, REO
Proceeds
and the proceeds of the purchase of any Mortgage Loan pursuant
to Sections
2.02, 2.03, 2.04 and 4.07 received in any calendar month, the
Master Servicer
may elect to treat such amounts as included in the Available
Distribution
Amount for the Distribution Date in the month of receipt, but is
not
obligated to do so. If the Master Servicer so elects, such
amounts will be
deemed to have been received (and any related Realized Loss
shall be deemed
to have occurred) on the last day of the month prior to the
receipt thereof.
(c) The Master Servicer shall use its best efforts to cause the
institution
maintaining the Custodial Account to invest the funds in the
Custodial
Account attributable to the Mortgage Loans in Permitted
Investments which
shall mature not later than the Certificate Account Deposit Date
next
following the date of such investment (with the exception of the
Amount Held
for Future Distribution) and which shall not be sold or disposed
of prior to
their maturities. All income and gain realized from any such
investment shall
be for the benefit of the Master Servicer as additional
servicing
compensation and shall be subject to its withdrawal or order
from time to
time. The amount of any losses incurred in respect of any such
investments
attributable to the investment of amounts in respect of the
Mortgage Loans
shall be deposited in the Custodial Account by the Master
Servicer out of its
own funds immediately as realized without any right of
reimbursement.
(d) The Master Servicer shall give notice to the Trustee and the
Company of
any change in the location of the Custodial Account and the
location of the
Certificate Account prior to the use thereof.
Section 3.08. Subservicing Accounts; Servicing Accounts.
(a) In those cases where a Subservicer is servicing a Mortgage
Loan
pursuant to a Subservicing Agreement, the Master Servicer shall
cause the
Subservicer, pursuant to the Subservicing Agreement, to
establish and
maintain one or more Subservicing Accounts which shall be an
Eligible Account
or, if such account is not an Eligible Account, shall generally
satisfy the
requirements of the Program Guide and be otherwise acceptable to
the Master
Servicer and each Rating Agency. The Subservicer will be
required thereby to
deposit into the Subservicing Account on a daily basis , or with
respect to
the Mortgage Loans, subserviced by Wells Fargo, if any, within
two
(2) Business Days of receipt, all proceeds of Mortgage Loans
received by the
Subservicer, less its Subservicing Fees and unreimbursed
advances and
expenses, to the extent permitted by the Subservicing Agreement.
If the
Subservicing Account is not an Eligible Account, the Master
Servicer shall be
deemed to have received such monies upon receipt thereof by the
Subservicer.
The Subservicer shall not be required to deposit in the
Subservicing Account
payments or collections in the nature of prepayment charges or
late charges
or assumption fees. On or before the date specified in the
Program Guide,
but in no event later than the Determination Date, the Master
Servicer shall
cause the Subservicer, pursuant to the Subservicing Agreement,
to remit to
the Master Servicer for deposit in the Custodial Account all
funds held in
the Subservicing Account with respect to each Mortgage Loan
serviced by such
Subservicer that are required to be remitted to the Master
Servicer. The
Subservicer will also be required, pursuant to the Subservicing
Agreement, to
advance on such scheduled date of remittance amounts equal to
any scheduled
monthly installments of principal and interest less its
Subservicing Fees on
any Mortgage Loans for which payment was not received by the
Subservicer.
This obligation to advance with respect to each Mortgage Loan
will continue
up to and including the first of the month following the date on
which the
related Mortgaged Property is sold at a foreclosure sale or is
acquired by
the Trust Fund by deed in lieu of foreclosure or otherwise. All
such
advances received by the Master Servicer shall be deposited
promptly by it in
the Custodial Account.
(b) The Subservicer may also be required, pursuant to the
Subservicing
Agreement, to remit to the Master Servicer for deposit in the
Custodial
Account interest at the Adjusted Mortgage Rate (or Modified Net
Mortgage Rate
plus the rate per annum at which the Servicing Fee accrues in
the case of a
Modified Mortgage Loan) on any Curtailment received by such
Subservicer in
respect of a Mortgage Loan from the related Mortgagor during any
month that
is to be applied by the Subservicer to reduce the unpaid
principal balance of
the related Mortgage Loan as of the first day of such month,
from the date of
application of such Curtailment to the first day of the
following month. Any
amounts paid by a Subservicer pursuant to the preceding sentence
shall be for
the benefit of the Master Servicer as additional servicing
compensation and
shall be subject to its withdrawal or order from time to time
pursuant to
Sections 3.10(a)(iv) and (v).
(c) In addition to the Custodial Account and the Certificate
Account, the
Master Servicer shall for any Nonsubserviced Mortgage Loan, and
shall cause
the Subservicers for Subserviced Mortgage Loans to, establish
and maintain
one or more Servicing Accounts and deposit and retain therein
all collections
from the Mortgagors (or advances from Subservicers) for the
payment of taxes,
assessments, hazard insurance premiums, Primary Insurance Policy
premiums, if
applicable, or comparable items for the account of the
Mortgagors. Each
Servicing Account shall satisfy the requirements for a
Subservicing Account
and, to the extent permitted by the Program Guide or as is
otherwise
acceptable to the Master Servicer, may also function as a
Subservicing
Account. Withdrawals of amounts related to the Mortgage Loans
from the
Servicing Accounts may be made only to effect timely payment of
taxes,
assessments, hazard insurance premiums, Primary Insurance Policy
premiums, if
applicable, or comparable items, to reimburse the Master
Servicer or
Subservicer out of related collections for any payments made
pursuant to
Sections 3.11 (with respect to the Primary Insurance Policy)
and
3.12(a) (with respect to hazard insurance), to refund to any
Mortgagors any
sums as may be determined to be overages, to pay interest, if
required, to
Mortgagors on balances in the Servicing Account or to clear and
terminate the
Servicing Account at the termination of this Agreement in
accordance with
Section 9.01 or in accordance with the Program Guide. As part of
its
servicing duties, the Master Servicer shall, and the
Subservicers will,
pursuant to the Subservicing Agreements, be required to pay to
the Mortgagors
interest on funds in this account to the extent required by
law.
(d) The Master Servicer shall advance the payments referred to
in the
preceding subSection that are not timely paid by the Mortgagors
or advanced
by the Subservicers on the date when the tax, premium or other
cost for which
such payment is intended is due, but the Master Servicer shall
be required so
to advance only to the extent that such advances, in the good
faith judgment
of the Master Servicer, will be recoverable by the Master
Servicer out of
Insurance Proceeds, Liquidation Proceeds or otherwise.
Section 3.09. Access to Certain Documentation and Information
Regarding
the Mortgage Loans.
If compliance with this Section 3.09 shall make any Class of
Certificates legal for investment by federally insured savings
and loan
associations, the Master Servicer shall provide, or cause the
Subservicers to
provide, to the Trustee, the Office of Thrift Supervision or the
FDIC and the
supervisory agents and examiners thereof access to the
documentation
regarding the Mortgage Loans required by applicable regulations
of the Office
of Thrift Supervision, such access being afforded without charge
but only
upon reasonable request and during normal business hours at the
of
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