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RESIDENTIAL ACCREDIT LOANS, INC.,
Company,
RESIDENTIAL FUNDING COMPANY, LLC,
Master Servicer,
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
Trustee
SERIES SUPPLEMENT,
DATED AS OF NOVEMBER 1, 2006,
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
dated as of November 1, 2006
Mortgage Asset-Backed Pass-Through Certificates
Series 2006-QS16
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Article I DEFINITIONS
.................................................................4
Section 1.01. Definitions.
........................................................4
Section 1.02. Use of Words and
Phrases............................................17
Section 1.03. Determination of
LIBOR..............................................17
Article II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES..............20
Section 2.01. Conveyance of Mortgage
Loans........................................20
Section 2.02. Acceptance by
Trustee...............................................20
Section 2.03. Representations, Warranties and Covenants of the
Master Servicer and
the
Company.........................................................20
Section 2.04. Representations and Warranties of Sellers. (See
Section 2.04 of the
Standard
Terms).....................................................23
Section 2.05. Execution and Authentication of
Certificates/Issuance of Certificates
Evidencing Interests in REMIC I
Certificates........................23
Section 2.06. Conveyance of Uncertificated REMIC I Regular
Interests; Acceptance by
the
Trustee.........................................................23
Section 2.07. Issuance of Certificates Evidencing Interest in
REMIC II............24
Section 2.08. Purposes and Powers of the Trust. (See Section
2.08 of the Standard
Terms)..............................................................24
Article III ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS...............................25
Article IV PAYMENTS TO
CERTIFICATEHOLDERS...............................................26
Section 4.01. Certificate Account. (See Section 4.01 of the
Standard
Terms).........26
Section 4.02.
Distributions.......................................................26
Section 4.03. Statements to Certificateholders; Statements to
the Rating Agencies;
Exchange Act Reporting. (See Section 4.03 of the Standard
Terms)....34
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).......34
Section 4.05. Allocation of Realized
Losses.......................................34
Section 4.06. Reports of Foreclosures and Abandonment of
Mortgaged Property. (See
Section 4.06 of the Standard
Terms).................................36
Section 4.07. Optional Purchase of Defaulted Mortgage Loans.
(See Section 4.07
of the Standard
Terms)..............................................36
Section 4.08. Surety Bond. (See Section 4.08 of the Standard
Terms)...............36
Section 4.09. Reserve
Fund........................................................36
Article V THE
CERTIFICATES.............................................................37
Article VI THE COMPANY AND THE MASTER
SERVICER..........................................38
Section 6.01. Respective Liabilities of the Company and Master
Servicer. (See
Section 6.01 of the Standard
Terms).................................38
Section 6.02. Merger or Consolidation of the Company or Master
Servicer; Assignment
of Rights and Delegation of Duties by the Master Servicer.
......38
Section 6.03. Limitation on Liability of the Company, Master
Servicer and Others
(See Section 6.03 of the Standard Terms).
..........................38
Section 6.04. Company and Master Servicer Not to Resign (See
Section 6.04 of the
Standard Terms).
...................................................38
Article VII
DEFAULT......................................................................39
Article VIII CONCERNING THE
TRUSTEE.......................................................40
Article IX
TERMINATION..................................................................41
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............................41
Section 9.02. Additional Termination Requirements (See Section
9.02 of the Standard
Terms).
............................................................45
Section 9.03. Termination of Multiple REMICs. (See Section 9.03
of the Standard
Terms)..............................................................45
Article X REMIC
PROVISIONS.............................................................46
Section 10.01.REMIC Administration. (See Section 10.01 of the
Standard Terms)....46
Section 10.02.Master Servicer; REMIC Administrator and Trustee
Indemnification.
(See Section 10.02 of the Standard Terms).
.........................46
Section 10.03.Designation of
REMICs...............................................46
Section 10.04.Distributions on the Uncertificated REMIC I
Regular Interests and the
Uncertificated REMIC II Regular Interests
Z.........................46
Section 10.05.Compliance with Withholding
Requirements............................48
Article XI MISCELLANEOUS
PROVISIONS.....................................................49
Section 11.01.Amendment. (See Section 11.01 of the Standard
Terms)...............49
Section 11.02.Recordation of Agreement; Counterparts. (See
Section 11.02 of the
Standard
Terms).....................................................49
Section 11.03.Limitation on Rights of Certificateholders. (See
Section 11.03 of the
Standard
Terms).....................................................49
Section 11.04.Governing Law. (See Section 11.04 of the Standard
Terms)............49
Section
11.05.Notices.............................................................49
Section 11.06.Required Notices to Rating Agency and
Subservicer. (See Section 11.06 of the
Standard
Terms).....................................................50
Section 11.07.Severability of Provisions. (See Section 11.07 of
the Standard
Terms)..............................................................50
Section 11.08.Supplemental Provisions for
Resecuritization. (See Section
11.08 of the Standard
Terms)........................................50
Section 11.09.Allocation of Voting
Rights.........................................50
Section 11.10.No
Petition.........................................................50
EXHIBITS
Exhibit One: Mortgage Loan Schedule
Exhibit Two: Schedule of Discount Fractions
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 ACCREDIT LOANS, 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 DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
(together
with its permitted successors and assigns, the "Trustee").
PRELIMINARY STATEMENT:
The Company intends to sell mortgage asset-backed 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 Mortgage
Loans
(as defined herein). 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), exclusive of the
Yield
Maintenance Agreement and amounts on deposit in the Initial
Monthly Payment Fund, as two real estate mortgage investment
conduits
(each, a "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. 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
this
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.
Available Funds Cap
AGGREGATE
INITIAL
CERTIFICATE
PASS-THROUGH PRINCIPAL MATURITY FITCH/MOODY'S/ MINIMUM
DESIGNATION RATE BALANCE FEATURES(1) DATE S&P
DENOMINATIONS(2)
Class A-1 Adjustable $175,025,250.00 Senior/Floater/Adjustable
Rate November AAA/Aaa/AAA $25,000.00
Rate(3) 25, 2036
Class A-2 Adjustable $0.00(4) Senior/Interest Only/Inverse
November AAA/Aaa/AAA $2,000,000.00
Rate(3) Floater/ Adjustable Rate 25, 2036
Class A-3 Adjustable $100,000,000.00 Senior/Super November
AAA/Aaa/AAA $25,000.00
Rate(3) Senior/Floater/Adjustable Rate 25, 2036
Class A-4 6.00% $43,131,000.00 Senior/Super November AAA/Aaa/AAA
$25,000.00
Senior/Lockout/Fixed Rate 25, 2036
Class A-5 6.00% $13,177,750.00 Senior/Senior November
AAA/Aaa/AAA $25,000.00
Support/Lockout/Fixed Rate 25, 2036
Class A-6 6.00% $25,710,000.00 Senior/Fixed Rate November
AAA/Aaa/AAA $25,000.00
25, 2036
Class A-7 6.00% $130,735,000.00 Senior/Fixed Rate November
AAA/Aaa/AAA $25,000.00
25, 2036
Class A-8 6.00% $6,092,000.00 Senior/Fixed Rate November
AAA/Aaa/AAA $25,000.00
25, 2036
Class A-9 6.00% $10,550,000.00(4) Senior/Retail/Fixed Rate
November AAA/Aaa/AAA $1,000.00
25, 2036
Class A-10 6.00% $180,140,000.00 Senior/Fixed Rate November
AAA/Aaa/AAA $25,000.00
25, 2036
Class A-11 6.00% $15,540,000.00 Senior/Super Senior/Fixed Rate
November AAA/Aaa/AAA $25,000.00
25, 2036
Class A-P 0.00% $1,212,939.54 Senior/Principal Only November
AAA/Aaa/AAA $25,000.00
25, 2036
Class A-V Variable $0.00(6) Senior/Interest Only/Variable
November AAA/Aaa/AAA $2,000,000.00
Rate(5) Rate 25, 2036
Class R-I 6.25% $100.00 Senior/Residual/Fixed Rate November
AAA/Aaa/AAA (7)
25, 2036
Class R-II 6.25% $100.00 Senior/Residual/Fixed Rate November
AAA/Aaa/AAA (7)
25, 2036
Class M-1 6.25% $25,947,100.00 Mezzanine/Fixed Rate November
AA/NA/NA $25,000.00
25, 2036
Class M-2 6.25% $7,896,800.00 Mezzanine/Fixed Rate November
A/NA/NA $250,000.00
25, 2036
Class M-3 6.25% $6,392,700.00 Mezzanine/Fixed Rate November
BBB/NA/NA $250,000.00
25, 2036
Class B-1 6.25% $4,136,500.00 Subordinate/Fixed Rate November
BB/NA/NA $250,000.00
25, 2036
Class B-2 6.25% $3,384,300.00 Subordinate/Fixed Rate November
B/NA/NA $250,000.00
25, 2036
Class B-3 6.25% $3,008,393.92 Subordinate/Fixed Rate November
NA/NA/NA $250,000.00
25, 2036
The Mortgage Loans have an aggregate principal balance as of the
Cut-off Date of $752,079,933.46.
(1) The Certificates, other than the Class B Certificates 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 A-9, 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 contains 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)
-----------------------------------------------------------------------------------------
Adjustable
Rates: Initial Formula Maximum Minimum
-----------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
Class A-1 0.562558% LIBOR + 0.40% 5.72% 0.40%
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
Class A-2 1.28% 6.60% - LIBOR 6.60% 0.00%
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
Class A-3 6.00% LIBOR + 0.55% 9.50%, subject to the 0.60%
(4) The Class A-2 Certificates do not have a Certificate
Principal Balance. For the purpose of calculating interest
payments,
interest on the Class A-2 Certificates will accrue on a notional
amount equal to the Certificate Principal Balance of the Class
A-1
Certificates immediately prior to the related Distribution Date,
which is initially equal to $175,025,250.00.
(5) The initial Pass-Through Rate on the Class A-V Certificates
is 0.562558%.
(6) The Class A-V Certificates do not have a principal balance.
For the purpose of calculating interest payments, interest on
the
Class A-V Certificates will accrue on a notional amount equal to
the aggregate stated principal balance of the mortgage loans,
which
is initially equal to $752,079,933.46.
(7) Each class of 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 of each Class
will be issuable to Residential Funding as "tax matters person"
pursuant to Sections 10.01(c) and (e) in a minimum denomination
representing a Percentage Interest of not less than 0.01%.
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.
Adjustable Rate Certificates: Any of the Class A-1, Class A-2 or
Class A-3 Certificates.
Available Funds Cap: With respect to any Distribution Date on or
before the Distribution Date in July 2010 and the Class A-3
Certificates, 6.00% per annum plus the Yield Maintenance
Payment, if any, for such Distribution Date, expressed as a per
annum rate.
With respect to any Distribution Date after July 2010, 6.00% per
annum.
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) $290,556 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 greatest of:
(A) (i) if the aggregate principal balance of the Non-Primary
Residence Loans as of the Relevant
Anniversary is less than 10% of the Stated Principal Balance of
the Mortgage Loans as of the Relevant Anniversary,
$0.00, or (ii) if the aggregate principal balance of the
Non-Primary Residence Loans as of the Relevant Anniversary
is equal to or greater than 10% of the Stated Principal Balance
of the Mortgage Loans as of the Relevant
Anniversary, the sum of (I) the aggregate principal balance of
the Non-Primary Residence Loans with a Loan-to-Value
Ratio of greater than 80.00% but less than or equal to 90.00%
(other than Additional Collateral Loans), times 0.25%,
(II) the aggregate principal balance of the Non-Primary
Residence Loans with a Loan-to-Value Ratio of greater than
90.00% but less than or equal to 95.00% (other than Additional
Collateral Loans), times 0.50%, and (III) the
aggregate principal balance of the Non-Primary Residence Loans
with a Loan-to-Value Ratio of greater than 95.00%
(other than Additional Collateral Loans) times 0.75%, in each
case as of the Relevant Anniversary;
(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) 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)
$50,000; and
(C) 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 having a
Loan-to-Value Ratio (other than Additional Collateral Loans)
at origination which exceeds 75% and (ii) $100,000,
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.
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 "Deutsche Bank Trust Company
Americas, as trustee, in trust for the registered holders of
Residential
Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through
Certificates, Series 2006-QS16" and which must be an Eligible
Account.
Certificate Policy: None.
Class A Certificate: Any one of the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class
A-8, Class A-9, Class A-10, Class A-11, Class A-V or Class A-P
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-4/A-5 Lockout Amount: With respect to any Distribution
Date, an amount equal to (A) the product of (i) the Lockout
Percentage for that Distribution Date, (ii) a fraction, the
numerator of which is the aggregate Certificate Principal Balance
of the
Class A-4 Certificates and Class A-5 Certificates for that
Distribution Date and the denominator of which is the then
aggregate
Stated Principal Balance of the Non-Discount Mortgage Loans and
(iii) the aggregate of all collections described in clauses (A),
(B),
(D) and (E) (net of amounts described in clause (F)) of Section
4.02(a)(ii)(Y), without regard to the Senior Percentage or
Senior
Accelerated Distribution Percentage, plus (B) the product of (i)
a fraction, the numerator of which is the aggregate Certificate
Principal Balance of the Class A-4 Certificates and Class A-5
Certificates for that Distribution Date and the denominator of
which is
the then aggregate Stated Principal Balance of the Non-Discount
Mortgage Loans, (ii) the Prepayment Lockout Percentage for that
Distribution Date and (iii) the collections described in clause
(C) of Section 4.02(a)(ii)(Y), without regard to the Senior
Accelerated Distribution Percentage.
Class R Certificate: Any one of the Class R-I Certificates or
Class R-II Certificates.
Class R-I Certificate: Any one of the Class R-I 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 REMIC I for purposes of the REMIC Provisions.
Class R-II Certificate: Any one of the Class R-II 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 REMIC II 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 instrument is located
at 1761
East St. Andrew Place, Santa Ana, California 92705-4934,
Attention: Residential Funding Company, LLC Series 2006-QS16.
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.
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: 6.25% per annum.
Due Period: With respect to each Distribution Date, the calendar
month in which such Distribution Date occurs.
Eligible Funds: On any Distribution Date, the excess, if any, of
the Available Distribution Amount over 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) hereof),
(iii) the Class A-P Principal Distribution Amount (determined
without regard to clause (E) of the definition of Class A-P
Principal Distribution Amount) and (iv) the aggregate amount of
Accrued
Certificate Interest on the Class M, Class B-1 and Class B-2
Certificates.
Floater Certificates: Any one of the Class A-1 or Class A-3
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) from the
first
to, but not including, the second 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) 2.00%
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 since the most recent anniversary of the Cut-off
Date
up to such date of determination, and (Z) from the second to,
but not including, 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
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: $0.00, representing scheduled
principal amortization and interest at the Net Mortgage Rate
payable during the December 2006 Due Period, for those Mortgage
Loans for which the Trustee will not be entitled to receive
such
payment.
Initial Notional Amount: With respect to the Class A-2
Certificates, $175,025,250.00. With respect to the Class A-V
Certificates or Subclass thereof issued pursuant to Section
5.01(c) of the Standard Terms, the aggregate Cut-off Date
Principal
Balance of the Mortgage Loans corresponding to the
Uncertificated REMIC I Regular Interests Z represented by such
Class or Subclass
on such date.
Initial Subordinate Class Percentage: With respect to each Class
of Subordinate Certificates, an amount which is equal to
the initial aggregate Certificate Principal Balance of such
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: 3.45% Class B-1: 0.55%
Class M-2: 1.05% Class B-2: 0.45%
Class M-3: 0.85% Class B-3: 0.40%
Interest Accrual Period: With respect to any Class of
Certificates (other than the Adjustable Rate Certificates) and
any
Distribution Date, the calendar month preceding the month in
which such Distribution Date occurs. With respect to the
Adjustable
Rate Certificates and any Distribution Date, the period
beginning on the 25th day of the month preceding the month in which
such
Distribution Date occurs and ending on the 24th day of the month
in which such Distribution Date occurs.
Interest Only Certificates: Any one of the Class A-2
Certificates or Class A-V Certificates. The Interest Only
Certificates will have no Certificate Principal Balance.
Inverse Floater Certificates: Any one of the Class A-2
Certificates.
LIBOR: With respect to any Distribution Date, the arithmetic
mean of the London interbank offered rate quotations for
one-month U.S. Dollar deposits, expressed on a per annum basis,
determined in accordance with Section 1.03.
Lockout Certificates: Any one of the Class A-4 Certificates or
Class A-5 Certificates.
Lockout Percentage--For any Distribution Date occurring prior to
the Distribution Date in December 2011, 0%, and for any
Distribution Date thereafter, 100%.
Lockout Prepayment Percentage--For any Distribution Date
occurring prior to the Distribution Date in December 2011, 0%.
For
any Distribution Date thereafter, as follows: 30% for any
Distribution Date on or after December 2011 and prior to December
2012;
40% for any Distribution Date on or after December 2012 and
prior to December 2013; 60% for any Distribution Date on or
after
December 2013 and prior to December 2014; 80% for any
Distribution Date on or after December 2014 and prior to December
2015; and 100%
for any Distribution Date thereafter.
Maturity Date: November 25, 2036, the Distribution Date
immediately following the latest scheduled maturity date of any
Mortgage Loan.
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 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:
(i) the Mortgage Loan identifying number ("RFC LOAN #");
(ii) the maturity of the Mortgage Note ("MATURITY DATE");
(iii) the Mortgage Rate ("ORIG RATE");
(iv) the Subservicer pass-through rate ("CURR NET");
(v) the Net Mortgage Rate ("NET MTG RT");
(vi) the Pool Strip Rate ("STRIP");
(vii) the initial scheduled monthly payment of principal, if
any, and interest ("ORIGINAL P & I");
(viii) the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(ix) the Loan-to-Value Ratio at origination ("LTV");
(x) the rate at which the Subservicing Fee accrues ("SUBSERV
FEE") and at which the Servicing Fee accrues ("MSTR SERV FEE");
(xi) 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
(xii) 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.
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 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 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.
Mortgagor: The obligor on a Mortgage Note, or with respect to a
Sharia Mortgage Loan, the consumer on an Obligation to Pay.
Notional Amount: As of any Distribution Date, (i) with respect
to the Class A-2 Certificates, an amount equal to the
Certificate Principal Balance of the Class A-1 Certificates
immediately prior to such date; provided, however, for federal
income tax
purposes, as of any Distribution Date, with respect to the Class
A-2 Certificates, the equivalent of the foregoing, expressed as
the
Uncertificated Principal Balance of Uncertificated REMIC I
Regular Interest V immediately prior to that date; and (ii) with
respect
to any Class A-V Certificates or Subclass thereof issued
pursuant to Section 5.01(c) of the Standard Terms, the aggregate
Stated
Principal Balance of the Mortgage Loans corresponding to the
Uncertificated REMIC I Regular Interests Z represented by such
Class or
Subclass immediately prior to such date.
Pass-Through Rate: With respect to the Senior Certificates
(other than the Adjustable Rate, Class A-V and Class A-P
Certificates), Class M Certificates and Class B Certificates and
any Distribution Date, the per annum rates set forth in the
Preliminary Statement hereto.
o With respect to the Class A-1 Certificates and the initial
Interest Accrual Period, 5.72% per annum, and as to any
Interest
Accrual Period thereafter, a per annum rate equal to LIBOR plus
0.40%, with a maximum rate of 7.00% per annum and a
minimum rate of 0.40% per annum.
o With respect to the Class A-2 Certificates and the initial
Interest Accrual Period, 1.28% per annum, and as to any
Interest
Accrual Period thereafter, a per annum rate equal to 6.60% minus
LIBOR, with a maximum rate of 6.60% per annum and a
minimum rate of 0.00% per annum.
o With respect to the Class A-3 Certificates and the initial
Interest Accrual Period, 6.00% per annum, and as to any
Interest
Accrual Period thereafter, will be a per annum rate equal to
LIBOR plus 0.55%, subject to a maximum rate of the
Available Funds Cap and a minimum rate of 6.00% per annum. For
federal income tax purposes, the Pass-Through Rate
for the REMIC regular interest, ownership of which is
represented by the Class A-3 Certificates, will be equal to
6.00%.
With respect to the Class A-V Certificates (other than any
Subclass thereof) and any 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 (or, with respect to the initial Distribution
Date, at the close of business on the Cut-off Date). With respect
to
the Class A-V Certificates and the initial Distribution Date the
Pass-Through Rate is equal to 0.5626% 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 REMIC I Regular Interests Z 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.
Prepayment Assumption: The prepayment assumption to be used for
determining the accrual of original issue discount and
premium and market discount on the Certificates for federal
income tax purposes, which assumes a constant prepayment rate of
8.0% per
annum of the then outstanding principal balance of the related
Mortgage Loans in the first month of the life of such Mortgage
Loans
and an additional approximately 1.0909090909% per annum in each
month thereafter until the twelfth month, and beginning in the
twelfth month and in each month thereafter during the life of
the Mortgage Loans, a constant prepayment rate of 20% per
annum.
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
November 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 not discussed in clause (i) above
on which any Class of Subordinate Certificates are
outstanding:
(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%.
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: The Class A-P Certificates.
Record Date: With respect to each Distribution Date and each
Class of Certificates (other than the Adjustable Rate
Certificates for so long as the Adjustable Rate Certificates are
in book-entry form), the close of business on the last Business
Day
of the month preceding the month in which the related
Distribution Date occurs. With respect to each Distribution Date
and the
Adjustable Rate Certificates (so long as they are Book-Entry
Certificates), the close of business on the Business Day prior to
such
Distribution Date.
Related Classes: As to any Uncertificated REMIC I Regular
Interest, those classes of Certificates identified as "Related
Classes of Certificates" to such Uncertificated REMIC I Regular
Interest in the definition of Uncertificated REMIC I Regular
Interest.
REMIC I: The segregated pool of assets (exclusive of the Yield
Maintenance Agreement, which is not an asset of any REMIC)
with respect to which a REMIC election is to be made, consisting
of:
(i) the Mortgage Loans and the related Mortgage Files,
(ii) all payments 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, but not including amounts on
deposit in the Initial Monthly Payment Fund,
(iii) property which secured a Mortgage Loan and which 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 Mortgage Loan, and the interest in the Surety
Bond transferred to the Trustee pursuant
to Section 2.01 herein, and
(v) all proceeds of clauses (i) through (iv) above.
REMIC I Certificates: The Class R-I Certificates.
REMIC II: The segregated pool of assets consisting of the
Uncertificated REMIC I Regular Interests conveyed in trust to
the Trustee for the benefit of the holders of each Class of
Certificates (other than the Class R-I Certificates) pursuant to
Section
2.06, with respect to which a separate REMIC election is to be
made.
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.
Senior Interest Distribution Amount: With respect to any
Distribution Date, the aggregate amount of Accrued Certificate
Interest to be distributed to the Holders of the Senior
Certificates for that Distribution Date, including the Accrual
Distribution
Amount.
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: With respect 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 therefrom pursuant to
Section
4.02(a)(i) and Section 4.02(a)(ii)(W) (excluding any amount
distributable pursuant to clause (E) of the definition of "Class
A-P
Principal Distribution Amount") and (b) the sum of the amounts
required to be distributed to the Senior Certificateholders on
such
Distribution Date pursuant to Sections 4.02(a)(ii)(Y),
4.02(a)(xvi) and 4.02(a)(xvii).
Senior Support Certificates: Any of the Class A-5
Certificates.
Special Hazard Amount: As of any Distribution Date, an amount
equal to $7,520,799 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
greater of (i) the product of the Special Hazard Percentage for
such anniversary multiplied by the outstanding principal balance
of
all the Mortgage Loans on the Distribution Date immediately
preceding such anniversary and (ii) twice the outstanding
principal
balance of the Mortgage Loan with the largest outstanding
principal balance as of the Distribution Date immediately preceding
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
20.00%
(which percentage is equal to the percentage of Mortgage Loans
by aggregate principal balance 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 (or, with respect to a Cooperative Loan, the
related
Cooperative Apartment) 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.
Special Hazard Percentage: As of each anniversary of the Cut-off
Date, the greater of (i) 1.0% and (ii) the largest
percentage obtained by dividing the aggregate outstanding
principal balance (as of immediately preceding Distribution Date)
of the
Mortgage Loans secured by Mortgaged Properties located in a
single, five-digit zip code area in the State of California by
the
outstanding principal balance of all the Mortgage Loans as of
the immediately preceding Distribution Date.
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 (without giving effect to the related
Senior Percentages) for such Distribution Date under clauses (1),
(2)
and (3) of Section 4.02(a)(ii)(Y)(A); (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) (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 not paid to the Senior Certificates; 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.
Super Senior Certificates: Any of the Class A-3, Class A-4 or
Class A-11 Certificates.
Uncertificated Accrued Interest: With respect to each
Distribution Date, (i) as to each Uncertificated REMIC I
Regular
Interest other than each Uncertificated REMIC I Regular Interest
Z, 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 (excluding any
Interest
Only Certificates) if the Pass-Through Rate on such Classes were
equal to the Uncertificated Pass-Through Rate on such
Uncertificated
REMIC I Regular Interest, (ii) as to each Uncertificated REMIC I
Regular Interest Z and each Uncertificated REMIC II Regular
Interest
Z, an amount equal to one month's interest at the Pool Strip
Rate of the related Mortgage Loan on the principal balance of
such
Mortgage Loan reduced by such Interest's pro-rata share of any
prepayment interest shortfalls or other reductions of interest
allocable to the Class A-V Certificates.
Uncertificated Pass-Through Rate: With respect to each of the
Uncertificated REMIC I Regular Interests, other than the
Uncertificated REMIC I Regular Interests Z, the per annum rate
specified in the definition of Uncertificated REMIC I Regular
Interests. With respect to each Uncertificated REMIC I Regular
Interest Z and each Uncertificated REMIC II Regular Interest Z,
the
Pool Strip Rate for the related Mortgage Loan.
Uncertificated Principal Balance: With respect to each
Uncertificated REMIC I Regular Interest, as defined in the
definition of Uncertificated REMIC I Regular Interests.
Uncertificated REMIC I Regular Interests: The Uncertificated
REMIC I Regular Interests Z together with the interests
identified in the table below, each representing an undivided
beneficial ownership interest in REMIC I, and having the
following
characteristics:
1. The principal balance from time to time of each
Uncertificated REMIC I Regular Interest identified in the table
below shall be the amount identified as the Initial Principal
Balance thereof in such table, minus the sum of (x)
the aggregate of all amounts previously deemed distributed with
respect to such interest and applied to reduce the
Uncertificated Principal Balance thereof pursuant to Section
10.04(a)(ii) and (y) the aggregate of all reductions
in Certificate Principal Balance deemed to have occurred in
connection with Realized Losses that were previously
deemed allocated to the Uncertificated Principal Balance of such
Uncertificated REMIC I Regular Interest pursuant
to Section 10.04(d), which equals the aggregate principal
balance of the Classes of Certificates identified as
related to such Uncertificated REMIC I Regular Interest in such
table.
2. The Uncertificated Pass-Through Rate for each Uncertificated
REMIC I Regular Interest identified in the table below
shall be the per annum rate set forth in the Pass-Through Rate
column of such table.
3. The Uncertificated REMIC I Distribution Amount for each REMIC
I Regular Interest identified in the table below
shall be, for any Distribution Date, the amount deemed
distributed with respect to such Uncertificated REMIC I
Regular Interest on such Distribution Date pursuant to the
provisions of Section 10.04(a).
-------------------------------
--------------------------------- ---------------------------
----------------------
Uncertificated REMIC I Related Classes of Certificates
Pass-Through Rate Initial Principal
Regular Interest Balance
-------------------------------
--------------------------------- ---------------------------
----------------------
-------------------------------
--------------------------------- ---------------------------
----------------------
V A-1, A-2 7.00% $175,025,250.00
-------------------------------
--------------------------------- ---------------------------
----------------------
-------------------------------
--------------------------------- ---------------------------
----------------------
W A-3, A-4, A-5, A-6, A-7, A-8, 6.00% $525,075,750.00
A-9 A-10, A-11,
-------------------------------
--------------------------------- ---------------------------
----------------------
-------------------------------
--------------------------------- ---------------------------
----------------------
X R-II, M-1, M-2, M-3, B-1, B-2, 6.25% $50,765,893.92
B-3
-------------------------------
--------------------------------- ---------------------------
----------------------
-------------------------------
--------------------------------- ---------------------------
----------------------
Y A-P 0.00% $1,212,939.54
-------------------------------
--------------------------------- ---------------------------
----------------------
Uncertificated REMIC I Regular Interests Z: Each of the 3,009
uncertificated partial undivided beneficial ownership
interests in the Trust Fund, numbered sequentially from 1 to
3,009, each relating to the particular Mortgage Loan identified by
such
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.
Uncertificated REMIC I Regular Interests Z Distribution Amount:
With respect to any Distribution Date, the sum of the
amounts deemed to be distributed on the Uncertificated REMIC I
Regular Interests Z for such Distribution Date pursuant to
Section
10.04(a).
Uncertificated REMIC I Regular Interest Distribution Amounts:
With respect to each Uncertificated REMIC I Regular
Interest, other than the Uncertificated REMIC I Regular
Interests Z, the amount specified as the Uncertificated REMIC I
Regular
Interest Distribution Amount with respect thereto in the
definition of Uncertificated REMIC I Regular Interests. With
respect to the
Uncertificated REMIC I Regular Interests Z, the Uncertificated
REMIC I Regular Interests Z Distribution Amount.
Uncertificated REMIC II Regular Interests Z: Each of the 3,009
uncertificated partial undivided beneficial ownership
interests in REMIC II numbered sequentially from 1 through
3,009, each relating to the identically numbered Uncertificated
REMIC I
Regular Interests Z, each having no principal balance and
bearing interest at a rate equal to the related Pool Strip Rate on
the
Stated Principal Balance of the Mortgage Loan related to the
identically numbered Uncertificated REMIC I Regular Interests
Z,
comprising such Uncertificated REMIC II Regular Interests Z's
pro rata share of the amount distributed pursuant to Section
10.04(a).
Uncertificated REMIC II Regular Interests Distribution Amount:
With respect to any Distribution Date, the sum of the
amounts deemed to be distributed on the Uncertificated REMIC I
Regular Interests Z for such Distribution Date pursuant to
Section
10.04(a).
Underwriter: Greenwich Capital Markets, Inc..
Yield Maintenance Agreement: The agreement, dated as of the
Closing Date, between the Trustee and the Yield Maintenance
Agreement Provider, relating to the Class A-3 Certificates, or
any replacement, substitute, collateral or other arrangement in
lieu
thereto.
Yield Maintenance Agreement Provider: The Royal Bank of
Scotland, plc, and its successors and assigns or any party to
any
replacement, substitute, collateral or other arrangement in lieu
thereof.
Yield Maintenance Payment: For any Distribution Date, the
payment, if any, to the holders of the Class A-3 Certificates
from amounts paid under the Yield Maintenance Agreement. With
respect to any Distribution Date and the Class A-3 Certificates,
the
Yield Maintenance Payment shall be the amount equal to (a) the
product of (i) the positive excess, if any, of (A) the lesser of
(x)
LIBOR and (y) 8.95% per annum, over (B) 5.45% per annum, and
(ii) the lesser of (x) the Certificate Principal Balance of the
Class
A-3 Certificates immediately prior to the related Distribution
Date, and (y) the amount set forth for that Distribution Date in
the
Additional Terms table in the Yield Maintenance Agreement, plus
(b) to the extent of available funds remaining in the Reserve
Fund
after withdrawal of the amount set forth above and any amounts
previously withdrawn pursuant to this clause (b), an amount
calculated
as follows for such Distribution Date or any previous
Distribution Date: the positive excess, if any, of (A) the lesser
of (x) LIBOR
and (y) 8.95% per annum, over (B) 5.45% per annum, multiplied by
the positive excess, if any, of the Certificate Principal Balance
of
the Class A-3 Certificates immediately prior to the related
Distribution Date over the amount set forth for that Distribution
Date in
the Additional Terms table in the Yield Maintenance
Agreement.
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.
Section 1.03. Determination of LIBOR.
LIBOR applicable to the calculation of the Pass-Through Rates on
the Adjustable Rate Certificates for any Interest Accrual
Period (other than the initial Interest Accrual Period) will be
determined as described below:
On each Distribution Date, LIBOR shall be established by the
Trustee and, as to any Interest Accrual Period, will equal the
rate for one month United States dollar deposits that appears on
the Telerate Screen Page 3750 of the Moneyline Telerate Capital
Markets Report as of 11:00 a.m., London time, on the second
LIBOR Business Day prior to the first day of such Interest Accrual
Period
("LIBOR Rate Adjustment Date"). "Telerate Screen Page 3750"
means the display designated as page 3750 on the Telerate Service
(or
such other page as may replace page 3750 on that service for the
purpose of displaying London interbank offered rates of major
banks). If such rate does not appear on such page (or such other
page as may replace that page on that service, or if such service
is
no longer offered, any other service for displaying LIBOR or
comparable rates as may be selected by the Trustee after
consultation
with the Master Servicer), the rate will be the Reference Bank
Rate. The "Reference Bank Rate" will be determined on the basis of
the
rates at which deposits in U.S. Dollars are offered by the
reference banks (which shall be any three major banks that are
engaged in
transactions in the London interbank market, selected by the
Trustee after consultation with the Master Servicer) as of 11:00
a.m.,
London time, on the day that is one LIBOR Business Day prior to
the immediately preceding Distribution Date to prime banks in
the
London interbank market for a period of one month in amounts
approximately equal to the aggregate Certificate Principal Balance
of
the Adjustable Rate Certificates then outstanding. The Trustee
will request the principal London office of each of the
reference
banks to provide a quotation of its rate. If at least two such
quotations are provided, the rate will be the arithmetic mean of
the
quotations rounded up to the next multiple of 1/16%. If on such
date fewer than two quotations are provided as requested, the
rate
will be the arithmetic mean of the rates quoted by one or more
major banks in New York City, selected by the Trustee after
consultation with the Master Servicer, as of 11:00 a.m., New
York City time, on such date for loans in U.S. Dollars to
leading
European banks for a period of one month in amounts
approximately equal to the aggregate Certificate Principal Balance
of the
Adjustable Rate Certificates then outstanding. If no such
quotations can be obtained, the rate will be LIBOR for the
prior
Distribution Date, or, in the case of the first LIBOR Rate
Adjustment Date, 5.32% per annum; provided, however, if, under
the
priorities described above, LIBOR for a Distribution Date would
be based on LIBOR for the previous Distribution Date for the
third
consecutive Distribution Date, the Trustee shall, after
consultation with the Master Servicer, select an alternative
comparable index
(over which the Trustee has no control), used for determining
one-month Eurodollar lending rates that is calculated and published
(or
otherwise made available) by an independent party. "LIBOR
Business Day" means any day other than (i) a Saturday or a Sunday
or (ii) a
day on which banking institutions in the city of London, England
are required or authorized by law to be closed.
The establishment of LIBOR by the Trustee on any LIBOR Rate
Adjustment Date and the Master Servicer's subsequent
calculation
of the Pass-Through Rates applicable to each of the Adjustable
Rate Certificates for the relevant Interest Accrual Period, in
the
absence of manifest error, will be final and binding.
Promptly following each LIBOR Rate Adjustment Date the Trustee
shall supply the Master Servicer with the results of its
determination of LIBOR on such date. Furthermore, the Trustee
will supply the Pass-Through Rates on each of the Adjustable
Rate
Certificates for the current and the immediately preceding
Interest Accrual Period via the Trustee's internet website, which
may be
obtained by telephoning the Trustee at (800) 735-7777.
Notwithstanding the foregoing, for the purpose of determining
the amount of any payment to be under the Yield Maintenance
Agreement, LIBOR will be calculated as provided in the related
Yield Maintenance Agreement.
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)
(a) (See Section 2.01(a) of the Standard Terms)
(b) (See Section 2.01(b) of the Standard Terms)
(c) (See Section 2.01(c) of the Standard Terms)
(d) (See Section 2.01(d) of the Standard Terms)
(e) (See Section 2.01(e) of the Standard Terms)
(f) (See Section 2.01(f) of the Standard Terms)
(g) (See Section 2.01(g) of the Standard Terms)
(h) (See Section 2.01(h) of the Standard Terms)
(i) In connection with such assignment, and contemporaneously
with the delivery of this Agreement, the Company delivered
or caused to be delivered hereunder to the Trustee, the Yield
Maintenance Agreement (the delivery of which shall evidence that
the
fixed payment for the Yield Maintenance Agreement has been paid
and the Trustee and the Trust Fund shall have no further
payment
obligation thereunder and that such fixed payment has been
authorized hereby).
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) (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, except in the case
of 0.3% of the aggregate principal balance of the Mortgage
Loans,
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 (a) at least 35% of the Stated Principal Balance of
the Mortgage Loan at origination if the Loan-to-Value Ratio is
between 100.00% and 95.01%, (b) 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%, (c) at least
25% of such balance if the Loan-to-Value Ratio is between 90.00%
and 85.01% and (d) 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 0.4% of the Mortgage Loans by aggregate Stated
Principal Balance as of the Cut-off Date are secured by
Mortgaged Properties located in any one zip code area in New
Jersey and no more than 0.4% of the Mortgage Loans by aggregate
Stated Principal Balance as of the Cut-off Date are secured by
Mortgaged Properties located in any one zip code area outside
New Jersey;
(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 therefor 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 51.4% of the Mortgage Loans by aggregate
Stated Principal Balance as of the Cut-off Date were
underwritten
under a reduced loan documentation program, no more than 12.9%
of the Mortgage Loans by aggregate Stated Principal Balance
as of the Cut-off Date were underwritten under a no-stated
income program, and no more than 12.8% of the Mortgage Loans by
aggregate Stated Principal Balance as of the Cut-off Date were
underwritten under a no income/no asset program];
(x) Except with respect to no more than 16.1% of the Mortgage
Loans by aggregate Stated Principal Balance as of the Cut-off
Date, the Mortgagor represented in its loan application with
respect to the related Mortgage Loan that the Mortgaged
Property would be owner-occupied;
(xi) None of the Mortgage Loans is a Buy-Down Mortgage Loan;
(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), (2), (4), (5) and (6), without reliance on the
provisions of Treasury Regulation Section 1.860G-2(a)(3) or
Treasury Regulation Section 1.860G-2(f)(2) or any other
provision that would allow a Mortgage Loan to be treated as a
"qualified mortgage" notwithstanding its failure to meet the
requirements of Section 860G(a)(3)(A) of the Code and Treasury
Regulation Section 1.860G-2(a)(1), (2), (4), (5) and (6);
(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) None of the Mortgage Loans are Cooperative Loans;
(xv) With respect to each Mortgage Loan 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 contain in the related
Mortgage File a Destroyed Mortgage Note;
(xviii) None of the Mortgage Loans has been made to an
International Borrower, and no such Mortgagor is a member of a
foreign
diplomatic mission with diplomatic rank;
(xix) No Mortgage Loan provides for payments that are subject to
reduction by withholding taxes levied by any foreign
(non-United
States) sovereign government; and
(xx) None of the Mortgage Loans is an Additional Collateral Loan
and none of the Mortgage Loans is a Pledged Asset Loan.
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
(the
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.
Section 2.04 Representations and Warranties of Sellers. (See
Section 2.04 of the Standard Terms)
Section 2.05 Execution and Authentication of
Certificates/Issuance of Certificates Evidencing Interests in REMIC
I Certificates.
The Trustee acknowledges the assignment to it of the Mortgage
Loans and the delivery of the Custodial Files to it, or the
Custodian on its behalf, subject to any exceptions noted,
together with the assignment to it of all other assets included in
the
Trust Fund and/or the applicable REMIC, receipt of which is
hereby acknowledged. Concurrently with such delivery and in
exchange
therefor, 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-I Certificates in authorized denominations
which
together with the Uncertificated REMIC I Regular Interests,
evidence the beneficial interest in REMIC I.
Section 2.06 Conveyance of Uncertificated REMIC I Regular
Interests; Acceptance by the Trustee.
The Company, as of the Closing Date, and concurrently with the
execution and delivery hereof, does hereby assign without
recourse all the right, title and interest of the Company in and
to the Uncertificated REMIC I Regular Interests to the Trustee
for
the benefit of the Holders of each Class of Certificates (other
than the Class R-I Certificates). The Trustee acknowledges
receipt
of the Uncertificated REMIC I Regular Interests and declares
that it holds and will hold the same in trust for the exclusive use
and
benefit of all present and future Holders of each Class of
Certificates (other than the Class R-I Certificates). The rights of
the
Holders of each Class of Certificates (other than the Class R-I
Certificates) to receive distributions from the proceeds of REMIC
II
in respect of such Classes, and all ownership interests of the
Holders of such Classes in such distributions, shall be as set
forth
in this Agreement.
Section 2.07 Issuance of Certificates Evidencing Interest in
REMIC II.
The Trustee acknowledges the assignment to it of the
Uncertificated REMIC I Regular Interests and, concurrently
therewith
and in exchange therefor, pursuant to the written request of the
Company executed by an officer of the Company, the Trustee has
executed and caused to be authenticated and delivered to or upon
the order of the Company, all Classes of Certificates (other
than
the Class R-I Certificates) in authorized denominations, which
evidence the ownership in the entire REMIC II.
Section 2.08 Purposes and Powers of the Trust. (See Section 2.08
of the Standard Terms).
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
(SEE ARTICLE III 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 the Master Servicer on behalf of
the Trustee (or the Paying Agent appointed by
the Trustee) shall distribute to the Master Servicer, in the
case of a distribution pursuant to Section 4.02(a)(iii) below, and
to
each Certificateholder of record on the next preceding Record
Date (other than as provided in Section 9.01 of the Standard
Terms
respecting the final distribution) either in immediately
available funds (by wire transfer or otherwise) to the account of
such
Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder has so notified
the
Master Servicer or the Paying Agent, as the case may be, or, 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),
(c) and (e) below), in each case to the extent of the Available
Distribution Amount:
(i) to the Senior Certificates (other than the Class A-P
Certificates), on a pro rata basis based on
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), together with the Yield Maintenance Payments which
shall
be applied in accordance with Sections 4.02(f) and 4.09; and
(ii) (W) to the Class A-P Certificates, the Class A-P Principal
Distribution Amount (applied to
reduce the Certificate Principal Balance of such Senior
Certificates);
(X) [Reserved]
(Y) to the Senior Certificates (other than the Class A-P, Class
A-2 and Class A-V Certificates), in
the priorities and amounts set forth in Section 4.02(b) and (c),
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 Section 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)(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 clause
(C) of the definition of Class A-P Principal Distribution
Amount);
(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; and
(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 therefor, 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) are insufficient therefor, 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) are insufficient therefor, 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)
are insufficient therefor, 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) are
insufficient therefor, 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) are insufficient therefor;
(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, on a pro rata basis in
accordance with their respective outstanding Certificate
Principal Balances, 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-II 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 will be made as follows:
(i) the Class A-P Principal Distribution Amount shall be
distributed to the Class A-P Certificates, until the
Certificate Principal Balance thereof has been reduced to
zero;
(ii) the Senior Principal Distribution Amount shall be
distributed to the Class R-I Certificates and Class R-II
Certificates, on a pro rata basis in accordance with their
respective Certificate Principal Balances, until the
Certificate
Principal Balances thereof have been reduced to zero;
(iii) the balance of the Senior Principal Distribution Amount
remaining after the distributions, if any, described in
Section 4.02(b)(ii) above shall be distributed as follows:
(1) first, 25% of such amount shall be distributed to the Class
A-1 Certificates until the Certificate Principal Balance of the
Class A-1 Certificates has been reduced to zero;
(2) second, to the Class A-4 Certificates and Class A-5
Certificates, an amount equal to the Class A-4/A-5 Lockout
Amount,
on a pro rata basis in accordance with their respective
Certificate Principal Balances, until the Certificate Principal
Balances thereof have been reduced to zero;
(3) third, the balance of the Senior Principal Distribution
Amount remaining after the distributions, if any, described in
clauses (b)(iii)(1) and (b)(iii)(2) above shall be distributed
concurrently, as follows:
i. 71.4182098996% of such amount in the following manner and
priority:
1) first, to the Class A-6 Certificates, an amount up to $2,000
on each Distribution Date, until the Certificate Principal
Balance thereof has been reduced to zero;
2) second, up to $3,900,000, in the following manner and
priority:
a) first, to the Class A-3 Certificates, an amount up to $5,000
on each Distribution Date, until the Certificate Principal
Balance thereof has been reduced to zero;
b) second, up to $2,100,000 on each Distribution Date,
sequentially to the Class A-10 Certificates and Class A-11
Certificates,
in that order, in each case until the Certificate Principal
Balance thereof has been reduced to zero;
c) third, to the Class A-3 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;
d) fourth, to the Class A-10 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; and
e) fifth, to the Class A-11 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;
3) third, to the Class A-6 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;
4) fourth, to the Class A-3 Certificates, on each Distribution
Date, an amount up to the excess of $5,000 over the amount
paid,
if any, on such Distribution Date, in clause (b)(iii)(3) i 2) a)
above, until the Certificate Principal Balance
thereof has been reduced to zero;
5) fifth, on each Distribution Date, an amount up to the excess
of $2,100,000 over the amount paid, if any, on such
Distribution Date, in clause (b)(iii)(3) i 2) b), sequentially
to the Class A-10 Certificates and Class A-11
Certificates, in that order, in each case until the Certificate
Principal Balance thereof has been reduced to
zero;
6) sixth, to the Class A-3 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;
7) seventh, to the Class A-10 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero;
8) eighth, to the Class A-11 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;
9) ninth, to the Class A-8 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; and
10) tenth, to the Class A-9 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; and
ii. 28.5817901004% of such amount in the following manner and
priority:
1) first, to the Class A-7 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; and
2) second, to the Class A-9 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; and
(4) fourth, to the Class A-4 Certificates and Class A-5
Certificates, on a pro rata basis in accordance with their
respective
Certificate Principal Balances, until the Certificate Principal
Balances thereof have been reduced to zero.
(c) Notwithstanding Section 4.02(b), on or after the Credit
Support Depletion Date, an amount equal to the
Class A-P Principal Distribution Amount will be distributed to
the Class A-P Certificates and then the Senior Principal
Distribution
Amount will be distributed to the remaining Senior Certificates
(other than the Class A-P Certificates and the Class A-V
Certificates) pro rata in accordance with their respective
outstanding Certificate Principal Balances.
(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
distributed solely to the holders of the Class A-P, Class A-V
and Subordinate 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) of the Standard Terms. 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 a Certificate Principal
Balance
greater than zero with the highest payment 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 from zero the Certificate
Principal Balance of the Class of Certificates with the next
lower
payment priority, up to the amount of 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 from zero the Certificate Principal Balance of the Class
of
Certificates with the next lower payment priority up to the
amount of 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 Interest Accrual
Period
that relates to 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) On each Distribution Date, the Yield Maintenance Payment
will be distributed to the Class A-3 Certificates as
part of the Accrued Certificate Interest thereon, and any
amounts remaining in the Reserve Fund (after giving effect to
any
withdrawal from the Reserve Fund pursuant to this Section
4.02(f) on such Distribution Date) on the earlier to occur of (A)
the
Distribution Date in July 2010 and (B) the date on which the
Certificate Principal Balance of the Class A-3 Certificates is
reduced
to zero, will be released from such Reserve Fund and paid to
Greenwich Capital Markets, Inc..
(g) 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")
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
therefor.
(g) Except as otherwise provided in Section 9.01 of the Standard
Terms, if the Master Servicer anticipates that
a final distribution with respect to any Class of Certificates
will be made on the next Distribution Date, the Master Servicer
shall,
no later than the Determination Date in the month of such final
distribution, notify the Trustee and the Trustee shall, no later
than
two (2) Business Days after such Determination Date, mail on
such date 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) of the
Standard
Terms 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) of the
Standard Terms.
(h) Reserved.
Section 4.03 Statements to Certificateholders; Statements to the
Rating Agencies; Exchange Act Reporting. (See Section 4.03 of
the Standard Terms)
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 Loss is on a Discount
Mortgage Loan, to the Class A-P Certificates in an amount equal to
the
related Discount Fraction of the principal portion of the
Realized Loss until the Certificate Principal Balance of the Class
A-P
Certificates has been reduced to zero, and the remainder of such
Realized Losses on the Discount Mortgage Loans and the entire
amount
of such Realized Losses on the Non-Discount Mortgage Loans shall
be allocated among all Senior Certificates (other than the Class
A-P
Certificates) on a pro rata basis, as described below; provided,
however, that up to $8,250,000 of Realized Losses otherwise
allocable to the Class A-3 Certificates, up to $3,878,750 of
Realized Losses otherwise allocable to the Class A-4 Certificates
and up
to $1,049,000 of Realized Losses otherwise allocable to the
Class A-11 Certificates, will be allocated to the Class A-5
Certificates,
until the Certificate Principal Balance of the Class A-5
Certificates has been reduced to zero. The principal portion of any
Excess
Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud
Losses and Extraordinary Losses on the Discount Mortgage Loans
shall be
allocated to the Class A-P Certificates in an amount equal to
the related Discount Fraction thereof and the remainder of the
principal portion and the entire interest portion of such
Realized Losses on the Discount Mortgage Loans and the entire
principal and
interest portion of such Realized Losses on Non-Discount
Mortgage Loans will be allocated among the Senior Certificates
(other than
the Class A-P Certificates) and the Subordinate Certificates, on
a pro rata basis, as described below.
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; provided further, that the Certificate Principal Balance
of the Accrual Certificates for purposes of this Section 4.05
shall
be the lesser of (a) the Certificate Principal Balance of the
Accrual Certificates as of the Closing Date, and (b) the
Certificate
Principal Balance of the Accrual Certificates prior to giving
effect to distributions to be made on such Distribution Date.
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) of the
Standard
Terms, 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)
Section 4.09 Reserve Fund.
(a) On or before the Closing Date, the Trustee shall establish a
separate Reserve Fund on behalf of the Holders of the
Class A-3 Certificates. The Reserve Fund must be an Eligible
Account and shall be entitled "Reserve Fund, Deutsche Bank
Trust
Company Americas, as Trustee for the benefit of holders of
Residential Accredit Loans, Inc., Mortgage Asset-Backed
Pass-Through
Certificates, Series 2006-QS16", with the additional designation
of "Class A-3 Certificates". The Trustee shall deposit in the
Reserve Fund all payments received by it from the Yield
Maintenance Agreement Provider pursuant to the related Yield
Maintenance
Agreement and the Trustee shall enforce its rights under the
Yield Maintenance Agreement. On each Distribution Date on or prior
to
the Distribution Date in July 2010, the Trustee shall remit
amounts received by it from the Yield Maintenance Agreement
Provider to
the Holders of the Class A-3 Certificates in the manner provided
in Section 4.02(f) as it is directed by the Master Servicer.
(b) The Reserve Fund is an "outside reserve fund" within the
meaning of Treasury Regulationss.1.860G-2(h) and shall be an
asset of the Trust Fund but not an asset of any 2006-QS16 REMIC.
Greenwich Capital Markets, Inc. shall be the beneficial owner
of
the Reserve Fund, subject to the power of the Trustee to
distribute amounts under this Section 4.09. Amounts in the Reserve
Fund
shall be held uninvested in a trust account of the Trustee with
no liability for interest or other compensation thereon.
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
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.
(a) Subject to Section 9.02, the respective obligations and
responsibilities of the Company, the Master Servicer and the
Trustee
created hereby in respect of the Certificates (other than the
obligation of the Trustee to make certain payments after the
Final
Distribution Date to Certificateholders and the obligation of
the Company to send certain notices as hereinafter set forth)
shall
terminate upon the last action required to be taken by the
Trustee on the Final Distribution Date pursuant to this Article
IX
following the earlier of:
(i) the later of the final payment or other liquidation (or any
Advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund or the disposition of all property
acquired upon foreclosure or deed in lieu of foreclosure of
any Mortgage Loan, or
(ii) the purchase by the Master Servicer of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan
remaining in the Trust Fund at a price equal to 100% of the
unpaid principal balance of each Mortgage Loan or, if less than
such unpaid principal balance, the fair market value of the
related underlying property of such Mortgage Loan with respect
to Mortgage Loans as to which title has been acquired if such
fair market value is less than such unpaid principal balance
(net of any unreimbursed Advances attributable to principal) on
the day of repurchase plus accrued interest thereon at the
Net Mortgage Rate (or Modified Net Mortgage Rate in the case of
any Modified Mortgage Loan) to, but not including, the first
day of the month in which such repurchase price is distributed,
provided, however, that in no event shall the trust created
hereby continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P.
Kennedy, the late ambassador of the United States to the Court
of St. James, living on the date hereof and provided further
that the purchase price set forth above shall be increased as is
necessary, as determined by the Master Servicer, to avoid
disqualification of any portion of any REMIC formed under the
Series Supplement as a REMIC. The purchase price paid by the
Master Servicer shall also include any amounts owed by
Residential Funding pursuant to the last paragraph of Section 4
of
the Assignment Agreement in respect of any liability, penalty or
expense that resulted from a breach of the Compliance With
Laws Representation, that remain unpaid on the date of such
purchase.
The right of the Master Servicer to purchase all the assets of
the Trust Fund pursuant to clause (ii) above is conditioned
upon the Pool Stated Principal Balance as of the Final
Distribution Date, prior to giving effect to distributions to be
made on such
Distribution Date, being less than ten percent of the Cut-off
Date Principal Balance of the Mortgage Loans.
If such right is exercised by the Master Servicer, the Master
Servicer shall be deemed to have been reimbursed for the full
amount of any unreimbursed Advances theretofore made by it with
respect to the Mortgage Loans. In addition, the Master Servicer
shall provide to the Trustee the certification required by
Section 3.15 and the Trustee and the Custodian shall, promptly
following
payment of the purchase price, release to the Master Servicer
the Custodial Files pertaining to the Mortgage Loans being
purchased.
In addition to the foregoing, on any Distribution Date on which
the Pool Stated Principal Balance, prior to giving effect to
distributions to be made on such Distribution Date, is less than
ten percent of the Cut-off Date Principal Balance of the
Mortgage
Loans, the Master Servicer shall have the right, at its option,
to purchase the Certificates in whole, but not in part, at a
price
equal to the outstanding Certificate Principal Balance of such
Certificates plus the sum of Accrued Certificate Interest thereon
for
the related Interest Accrual Period and any previously unpaid
Accrued Certificate Interest. If the Master Servicer exercises
this
right to purchase the outstanding Certificates, the Master
Servicer will promptly terminate the respective obligations and
responsibilities created hereby in respect of the Certificates
pursuant to this Article IX.
(b) The Master Servicer shall give the Trustee not less than 40
days' prior notice of the Distribution Date on which the Master
Servicer anticipates that the final distribution will be made to
Certificateholders (whether as a result of the exercise by the
Master Servicer of its right to purchase the assets of the Trust
Fund or otherwise) or on which the Master Servicer anticipates
that
the Certificates will be purchased (as a result of the exercise
by the Master Servicer to purchase the outstanding
Certificates).
Notice of any termination specifying the anticipated Final
Distribution Date (which shall be a date that would otherwise be
a
Distribution Date) upon which the Certificateholders may
surrender their Certificates to the Trustee (if so required by the
terms
hereof) for payment of the final distribution and cancellation
or notice of any purchase of the outstanding Certificates,
specifying
the Distribution Date upon which the Holders may surrender their
Certificates to the Trustee for payment, shall be given promptly
by
the Master Servicer (if it is exercising its right to purchase
the assets of the Trust Fund or to purchase the outstanding
Certificates), or by the Trustee (in any other case) by letter.
Such notice shall be prepared by the Master Servicer (if it is
exercising its right to purchase the assets of the Trust Fund or
to purchase the outstanding Certificates), or by the Trustee (in
any
other case) and mailed by the Trustee to the Certificateholders
not earlier than the 15th day and not later than the 25th day of
the
month next preceding the month of such final distribution
specifying:
(i) the anticipated Final Distribution Date upon which final
payment of the Certificates is anticipated to be made upon
presentation and surrender of Certificates at the office or
agency of the Trustee therein designated where required
pursuant
to this Agreement or, in the case of the purchase by the Master
Servicer of the outstanding Certificates, the Distribution
Date on which such purchase is to be made,
(ii) the amount of any such final payment, or in the case of the
purchase of the outstanding Certificates, the purchase price,
in
either case, if known, and
(iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, and in the case of the
Senior
Certificates, or in the case of all of the Certificates in
connection with the exercise by the Master Servicer of its
right
to purchase the Certificates, that payment will be made only
upon presentation and surrender of the Certificates at the
office or agency of the Trustee therein specified.
If the Master Servicer is obligated to give notice to
Certificateholders as aforesaid, it shall give such notice to the
Certificate
Registrar at the time such notice is given to Certificateholders
and, if the Master Servicer is exercising its rights to purchase
the
outstanding Certificates, it shall give such notice to each
Rating Agency at the time such notice is given to
Certificateholders. As
a result of the exercise by the Master Servicer of its right to
purchase the assets of the Trust Fund, the Master Servicer
shall
deposit in the Certificate Account, before the Final
Distribution Date in immediately available funds an amount equal to
the purchase
price for the assets of the Trust Fund, computed as provided
above. As a result of the exercise by the Master Servicer of its
right
to purchase the outstanding Certificates, the Master Servicer
shall deposit in an Eligible Account, established by the Master
Servicer on behalf of the Trustee and separate from the
Certificate Account in the name of the Trustee in trust for the
registered
holders of the Certificates, before the Distribution Date on
which such purchase is to occur in immediately available funds an
amount
equal to the purchase price for the Certificates, computed as
above provided, and provide notice of such deposit to the Trustee.
The
Trustee will withdraw from such account the amount specified in
subsection (c) below.
(c) In the case of the Senior Certificates, upon presentation
and surrender of the Certificates by the Certificateholders
thereof, and in the case of the Class M and Class B
Certificates, upon presentation and surrender of the Certificates
by the
Certificateholders thereof in connection with the exercise by
the Master Servicer of its right to purchase the Certificates,
and
otherwise in accordance with Section 4.01(a), the Trustee shall
distribute to the Certificateholders (i) the amount otherwise
distributable on such Distribution Date, if not in connection
with the Master Servicer's election to repurchase the assets of
the
Trust Fund or the outstanding Certificates, or (ii) if the
Master Servicer elected to so repurchase the assets of the Trust
Fund or
the outstanding Certificates, an amount determined as follows:
(A) with respect to each Certificate the outstanding
Certificate
Principal Balance thereof, plus Accrued Certificate Interest for
the related Interest Accrual Period thereon and any previously
unpaid Accrued Certificate Interest, subject to the priority set
forth in Section 4.02(a), and (B) with respect to the Class R
Certificates, any excess of the amounts available for
distribution (including the repurchase price specified in clause
(ii) of
subsection (a) of this Section) over the total amount
distributed under the immediately preceding clause (A).
Notwithstanding the
reduction of the Certificate Principal Balance of any Class of
Subordinate Certificates to zero, such Class will be
outstanding
hereunder until the termination of the respective obligations
and responsibilities of the Company, the Master Servicer and
the
Trustee hereunder in accordance with Article IX.
(d) If any Certificateholders shall not surrender their
Certificates for final payment and cancellation on or before the
Final
Distribution Date (if so required by the terms hereof), the
Trustee shall on such date cause all funds in the Certificate
Account not
distributed in final distribution to Certificateholders to be
withdrawn therefrom and credited to the remaining
Certificateholders by
depositing such funds in a separate non-interest bearing escrow
account for the benefit of such Certificateholders, and the
Master
Servicer (if it exercised its right to purchase the assets of
the Trust Fund), or the Trustee (in any other case) shall give a
second
written notice to the remaining Certificateholders to surrender
their Certificates for cancellation and receive the final
distribution with respect thereto. If within six months after
the second notice any Certificate shall not have been surrendered
for
cancellation, the Trustee shall take appropriate steps as
directed by the Master Servicer to contact the remaining
Certificateholders
concerning surrender of their Certificates. The costs and
expenses of maintaining the escrow account and of contacting
Certificateholders shall be paid out of the assets which remain
in the escrow account. If within nine months after the second
notice
any Certificates shall not have been surrendered for
cancellation, the Trustee shall pay to the Master Servicer all
amounts
distributable to the holders thereof and the Master Servicer
shall thereafter hold such amounts until distributed to such
Holders.
No interest shall accrue or be payable to any Certificateholder
on any amount held in the escrow account or by the Master Servicer
as
a result of such Certificateholder's failure to surrender its
Certificate(s) for final payment thereof in accordance with
this
Section 9.01.
(e) If any Certificateholders do not surrender their
Certificates on or before the Distribution Date on which a purchase
of the
outstanding Certificates is to be made, the Trustee shall on
such date cause all funds in the Certificate Account deposited
therein
by the Master Servicer pursuant to Section 9.01(b) to be
withdrawn therefrom and deposited in a separate non-interest
bearing escrow
account for the benefit of such Certificateholders, and the
Master Servicer shall give a second written notice to such
Certificateholders to surrender their Certificates for payment
of the purchase price therefor. If within six months after the
second
notice any Certificate shall not have been surrendered for
cancellation, the Trustee shall take appropriate steps as directed
by the
Master Servicer to contact the Holders of such Certificates
concerning surrender of their Certificates. The costs and expenses
of
maintaining the escrow account and of contacting
Certificateholders shall be paid out of the assets which remain in
the escrow
account. If within nine months after the second notice any
Certificates shall not have been surrendered for cancellation
in
accordance with this Section 9.01, the Trustee shall pay to the
Master Servicer all amounts distributable to the Holders thereof
and
the Master Servicer shall thereafter hold such amounts until
distributed to such Holders. No interest shall accrue or be payable
to
any Certificateholder on any amount held in the escrow account
or by the Master Servicer as a result of such
Certificateholder's
failure to surrender its Certificate(s) for payment in
accordance with this Section 9.01. Any Certificate that is not
surrendered on
the Distribution Date on which a purchase pursuant to this
Section 9.01 occurs as provided above will be deemed to have
been
purchased and the Holder as of such date will have no rights
with respect thereto except to receive the purchase price therefor
minus
any costs and expenses associated with such escrow account and
notices allocated thereto. Any Certificates so purchased or deemed
to
have been purchased on such Distribution Date shall remain
outstanding hereunder until the Master Servicer has terminated
the
respective obligations and responsibilities created hereby in
respect of the Certificates pursuant to this Article IX. The
Master
Servicer shall be for all purposes the Holder thereof as of such
date.
(f) Upon termination of the Trust Fund pursuant to this Section
9.01, the Trustee on behalf of the Trust Fund shall, under
documents prepared by the Master Servicer or Holders of the
Class A-3 Certificates, assign without recourse, representation
or
warranty all the right, title and interest of the Trustee and
the Trust Fund in and to each Yield Maintenance Agreement to
Greenwich
Capital Markets, Inc.
Section 9.02 Additional Termination Requirements. (See Section
9.02 of the Standard Terms).
Section 9.03 Termination of Multiple REMICs. (See Section 9.03
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 REMICs.
The REMIC Administrator shall make an election to treat the
entire segregated pool of assets described in the definition of
REMIC I, and subject to this Agreement (including the Mortgage
Loans) as a REMIC ("REMIC I") and shall make an election to treat
the
pool of assets comprised of the Uncertificated REMIC I Regular
Interests as a REMIC ("REMIC II") for federal income tax
purposes.
The Uncertificated REMIC I Regular Interests will be "regular
interests" in REMIC I and the Class R-I Certificates will be
the sole class of "residual interests" in REMIC I for purposes
of the REMIC Provisions (as defined herein) under the federal
income
tax law.
The Class A-1, Class A-2, Class A-3 (exclusive of any rights to
payment of amounts received pursuant to the Yield
Maintenance Agreement), Class A-4, Class A-5, Class A-6, Class
A-7, Class A-8, Class A-9, Class A-10, Class A-11, 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 REMIC II Regular Interests Z,
the
rights in and to which will be represented by the Class A-V
Certificates, will be "regular interests" in REMIC II, and the
Class R-II
Certificates will be the sole class of "residual interests"
therein for purposes of the REMIC Provisions (as defined herein)
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 REMIC II Regular Interest or Interests Z specified
by the
initial Holder of the Class A-V Certificates pursuant to said
Section.
Section 10.04 Distributions on the Uncertificated REMIC I
Regular Interests and the Uncertificated REMIC II Regular Interests
Z.
(a) On each Distribution Date the Trustee shall be deemed to
distribute to itself, as the holder of the Uncertificated REMIC
I Regular Interests, the Uncertificated REMIC I Regular Interest
Distribution Amounts in the following order of priority to the
extent of the Available Distribution Amount reduced by
distributions made to the Class R-I Certificates pursuant to
Section 4.02(a):
(i) Uncertificated Accrued Interest on the Uncertificated REMIC
I Regular Interests for such Distribution Date,
plus any Uncertificated Accrued Interest thereon remaining
unpaid from any previous Distribution Date; and
(ii) In accordance with the priority set forth in Section
10.04(b), an amount equal to the sum of the amounts in
respect of principal distributable on each Class of Certificates
(other than the Class R-I Certificates) under Section
4.02(a), as allocated thereto pursuant to Section 4.02(b).
(b) The amount described in Section 10.04(a)(ii) shall be deemed
distributed to the Uncertificated REMIC I Regular Interests
(other than the Uncertificated REMIC I Regular Interests Z) with
the amount to be distributed allocated among such interests in
accordance with the priority assigned to each Related Class of
Certificates (other than the Class R-I Certificates),
respectively,
under Section 4.02(b) until the Uncertificated Principal Balance
of each such interest is reduced to zero.
(c) The portion of the Uncertificated REMIC I Regular Interest
Distribution Amounts described in Section 10.04(a)(ii) shall
be deemed distributed by REMIC I to REMIC II in accordance with
the priority assigned to the Uncertificated REMIC I Regular
Interests
relative to that assigned to the Certificates under Section
4.02(b).
(d) In determining from time to time the Uncertificated REMIC I
Regular Interest Distribution Amounts and Uncertificated
REMIC II Regular Interest Distribution Amounts:
(i) Realized Losses allocated to the Class A-V Certificates
under Section 4.05 shall be deemed allocated to the
Uncertificated REMIC II Regular Interests Z pro rata according
to the respective amounts of Uncertificated Accrued Interest
that would have accrued on such Uncertificated REMIC II Regular
Interests Z for the Distribution Date for which such
allocation is being made in the absence of such allocation;
(ii) Realized Losses allocated to the Class A-1 and Class A-2
Certificates under Section 4.05 shall be deemed
allocated to Uncertificated REMIC I Regular Interest V;
(iii) Realized Losses allocated to the, Class A-3, Class A-4,
Class A-5, Class A-6, Class A-7, Class A-8, Class
A-9, Class A-10 and Class A-11 Certificates under Section 4.05
shall be deemed allocated to Uncertificated REMIC I Regular
Interest W;
(iv) Realized Losses allocated to the Class R-II, Class M-1,
Class M-2, Class M-3, Class B-1, Class B-2 and
Class B-3 Certificates Certificates under Section 4.05 shall be
deemed allocated to Uncertificated REMIC I Regular Interest
X;
(v) Realized Losses allocated to the Class A-P Certificates
under Section 4.05 shall be deemed allocated to
Uncertificated REMIC I Regular Interest Y; and
(vi) Realized Losses allocated to the Uncertificated REMIC II
Regular Interests Z under clause (i), above, shall
be deemed allocated, in each case, to the related Uncertificated
REMIC I Regular Interest Z.
(e) On each Distribution Date the Trustee shall be deemed to
distribute from REMIC II, in the priority set forth in Sections
4.02(a) and (b), to the Holders of each Class of Certificates
(other than the Class R-I Certificates) the amounts
distributable
thereon from the Uncertificated REMIC I Regular Interest
Distribution Amounts deemed to have been received by REMIC II from
REMIC I
under this Section 10.04. The amounts deemed distributed
hereunder with respect to the Class A-V Certificates shall be
deemed to
have been distributed in respect of the Uncertificated REMIC II
Regular Interests Z in accordance with their respective
Uncertificated REMIC II Regular Interest Distribution Amounts,
as such Uncertificated REMIC II Regular Interests Z comprise the
Class
A-V Certificates.
(f) Notwithstanding the deemed distributions on the
Uncertificated REMIC I 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 Law. (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 Corporate Trust Office
1761 East St. Andrew Place
Santa Ana, California 92705-4934,
Attention: Residential Accredit Loans, Inc. Series 2006-QS16
The Trustee designates its offices located at DB Services
Tennessee, 648
Grassmere Park Road, Nashville, TN 37211-3658, Attn: Transfer
Unit, for
the purposes of Section 8.12 of the Standard Terms
-----------------------------------------
----------------------------------------------------------------------------
-----------------------------------------
----------------------------------------------------------------------------
Fitch Ratings One State Street Plaza
New York, New York 10004
-----------------------------------------
----------------------------------------------------------------------------
-----------------------------------------
----------------------------------------------------------------------------
Moody's Investors Service, Inc. 99 Church Street, 4th Floor
New York, New York 10004
-----------------------------------------
----------------------------------------------------------------------------
-----------------------------------------
----------------------------------------------------------------------------
Standard & Poor's 55 Water Street
Ratings Services, a division of The New York, New York 10041
McGraw-Hill Companies, Inc.
-----------------------------------------
----------------------------------------------------------------------------
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.
Ninety-seven percent of all Voting Rights will be allocated
among all Holders of the Certificates, other than the
Interest Only Certificates and Class R Certificates, in
proportion to their then outstanding Certificate Principal Balances
of their
respective Certificates, in accordance with each Class's
Percentage Interests; 1.0% of all Voting Rights will be allocated
among the
Holders of the Class A-2 Certificates, in accordance with their
respective Percentage Interests; 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; 0.5% of
all
Voting Rights shall be allocated among the Holders of the Class
R-I Certificates, in accordance with their respective
Percentage
Interests; and 0.5% of all Voting Rights shall be allocated
among the Holders of the Class R-II Certificates, in accordance
with
their respective Percentage Interests.
Section 11.10 No Petition.
The Company, Master Servicer and the Trustee, by entering into
this Agreement, and each Certificateholder, by
accepting a Certificate, hereby covenant and agree that they
will not at any time institute against the Trust Fund, or join in
any
institution against the Trust Fund of, any bankruptcy
proceedings under any United States federal or state bankruptcy or
similar law
in connection with any obligation with respect to the
Certificates or this Agreement.
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.
RESIDENTIAL ACCREDIT LOANS, INC.
By: /s/Jeffrey Blaschko
Name: Jeffrey Blaschko
Title: Vice President
RESIDENTIAL FUNDING COMPANY, LLC
By: /s/Joseph Orning
Name: Joseph Orning
Title: Associate
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
By: /s/Amy Stoddard
Name: Amy Stoddard
Title: Authorized Signer
By: /s/Karlene Benvenuto
Name: Karlene Benvenuto
Title: Authorized Signer
STATE OF MINNESOTA
)
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of November, 2006 before me, a notary public in
and for said State, personally appeared Jeffrey
Blaschko, known to me to be a Vice President of Residential
Accredit Loans, 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.
/s/Amy Sue Olson
Notary Public
[Notarial Seal]
STATE OF MINNESOTA
)
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of November, 2006 before me, a notary public in
and for said State, personally appeared
_____________________________________, known to me to be an
________________________________________ of Residential Funding
Company,
LLC, the Delaware limited liability company that executed the
within instrument, and also known to me to be the person who
executed
it on behalf of said limited liability company, and acknowledged
to me that such limited liability company 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.
/s/Amy Sue Olson
Notary Public
[Notarial Seal]
STATE OF CALIFORNIA
)
) ss.:
COUNTY OF ORANGE )
On the 29th day of November, 2006 before me, a notary public in
and for said State, personally appeared Amy
Stoddard, known to me to be a(n) Authorized Signer of Deutsche
Bank Trust Company Americas, the New York banking corporation
that
executed the within instrument, and also known to me to be the
person who executed it on behalf of said banking corporation
and
acknowledged to me that such banking 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.
/s/Erica Marie Judd
Notary Public
[Notarial Seal]
STATE OF CALIFORNIA )
) ss.:
COUNTY OF ORANGE )
On the 29th day of November, 2006 before me, a notary public in
and for said State, personally appeared Karlene
Benvenuto, known to me to be a(n) Authorized Signer of Deutsche
Bank Trust Company Americas, the New York banking corporation
that
executed the within instrument, and also known to me to be the
person who executed it on behalf of said banking corporation
and
acknowledged to me that such banking 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.
/s/Erica Marie Judd
Notary Public
[Notarial Seal]
EXHIBIT ONE
MORTGAGE LOAN SCHEDULE
EXHIBIT TWO
SCHEDULE OF DISCOUNT FRACTIONS
Schedule of Discount Fractions
Loan Number Current Balance Net Mortgage Rate Discount Fraction
PO Balance
10504720 $162,732.16 5.970% 4.4800% $7,290.40
10677422 $454,750.00 5.890% 5.7600% $26,193.60
10677424 $790,375.61 6.220% .4800% $3,793.80
10679230 $90,901.42 6.220% .4800% $436.33
10679354 $280,000.00 6.220% .4800% $1,344.00
10679768 $255,200.00 6.220% .4800% $1,224.96
10679802 $326,000.00 6.220% .4800% $1,564.80
10679830 $104,000.00 6.095% 2.4800% $2,579.20
10679862 $398,000.00 6.095% 2.4800% $9,870.40
10679902 $284,470.66 6.095% 2.4800% $7,054.87
10679920 $54,900.29 6.220% .4800% $263.52
10679942 $259,524.60 6.220% .4800% $1,245.72
10679978 $224,502.24 6.220% .4800% $1,077.61
10680014 $39,925.70 6.095% 2.4800% $990.16
10680086 $340,000.00 6.220% .4800% $1,632.00
10680270 $58,155.13 5.970% 4.4800% $2,605.35
10680350 $327,405.35 6.220% .4800% $1,571.55
10731672 $228,000.00 5.970% 4.4800% $10,214.40
10731903 $255,000.00 6.220% .4800% $1,224.00
10759626 $192,750.00 6.220% .4800% $925.20
10763170 $160,000.00 5.970% 4.4800% $7,168.00
10950109 $96,424.87 6.220% .4800% $462.84
10953741 $1,300,000.00 6.220% .4800% $6,240.00
10954433 $183,411.97 6.095% 2.4800% $4,548.62
10957699 $349,683.59 6.220% .4800% $1,678.48
10959677 $400,000.00 6.220% .4800% $1,920.00
10959725 $228,000.00 6.220% .4800% $1,094.40
10969763 $605,870.00 6.095% 2.4800% $15,025.58
10985177 $319,703.62 6.095% 2.4800% $7,928.65
10989411 $514,395.58 5.845% 6.4800% $33,332.83
10989487 $797,012.46 6.095% 2.4800% $19,765.91
10989613 $499,547.99 6.220% .4800% $2,397.83
10992665 $153,935.71 6.220% .4800% $738.89
10995617 $243,557.64 6.220% .4800% $1,169.08
10996149 $306,742.88 6.220% .4800% $1,472.37
11006545 $96,910.16 6.095% 2.4800% $2,403.37
11011887 $218,933.91 6.220% .4800% $1,050.88
11014365 $157,600.00 6.220% .4800% $756.48
11021421 $184,000.00 6.220% .4800% $883.20
11023281 $548,978.47 6.095% 2.4800% $13,614.67
11025805 $187,000.00 6.220% .4800% $897.60
11031339 $332,000.00 6.220% .4800% $1,593.60
11037507 $299,722.14 6.095% 2.4800% $7,433.11
11040269 $712,705.56 6.220% .4800% $3,420.99
11040361 $205,813.76 6.220% .4800% $987.91
11040433 $828,420.81 5.970% 4.4800% $37,113.25
11040437 $249,546.75 6.220% .4800% $1,197.82
11040469 $441,183.81 6.220% .4800% $2,117.68
11040483 $698,451.52 5.970% 4.4800% $31,290.63
11040489 $352,000.00 6.220% .4800% $1,689.60
11040513 $119,777.11 6.095% 2.4800% $2,970.47
11040563 $180,000.00 5.970% 4.4800% $8,064.00
11040565 $136,000.00 5.970% 4.4800% $6,092.80
11040613 $616,928.07 6.095% 2.4800% $15,299.82
11040691 $588,467.53 6.220% .4800% $2,824.64
11040703 $205,600.00 6.220% .4800% $986.88
11040779 $107,103.09 6.220% .4800% $514.09
11040793 $149,728.07 6.220% .4800% $718.69
11040849 $749,321.98 6.220% .4800% $3,596.75
11041007 $344,688.11 6.220% .4800% $1,654.50
11041091 $593,463.00 6.220% .4800% $2,848.62
11041131 $199,436.30 6.220% .4800% $957.29
11041177 $475,137.05 6.220% .4800% $2,280.66
11041195 $879,165.02 5.970% 4.4800% $39,386.59
11041473 $380,292.35 6.095% 2.4800% $9,431.25
11041783 $149,861.08 6.095% 2.4800% $3,716.55
11041865 $46,931.62 5.970% 4.4800% $2,102.54
11041913 $359,674.55 6.220% .4800% $1,726.44
11041925 $301,576.12 6.220% .4800% $1,447.57
11041981 $220,795.30 6.095% 2.4800% $5,475.72
11041989 $192,821.24 6.095% 2.4800% $4,781.97
11042009 $59,945.75 6.220% .4800% $287.74
11042029 $675,373.88 6.095% 2.4800% $16,749.27
11042033 $371,647.03 5.970% 4.4800% $16,649.79
11042035 $199,748.66 5.970% 4.4800% $8,948.74
11042059 $108,802.40 6.220% .4800% $522.25
11042087 $250,000.00 6.220% .4800% $1,200.00
11042093 $236,948.31 5.970% 4.4800% $10,615.28
11042097 $371,663.70 6.220% .4800% $1,783.99
11042663 $451,887.36 6.095% 2.4800% $11,206.81
11047845 $622,000.00 6.220% .4800% $2,985.60
11049073 $1,020,000.00 6.220% .4800% $4,896.00
11049167 $147,000.00 6.220% .4800% $705.60
11050157 $455,577.65 6.095% 2.4800% $11,298.33
11050763 $187,000.00 5.970% 4.4800% $8,377.60
11051841 $519,057.29 6.220% .4800% $2,491.48
11054187 $192,000.00 6.095% 2.4800% $4,761.60
11054229 $283,500.00 6.220% .4800% $1,360.80
11054241 $220,000.00 6.095% 2.4800% $5,456.00
11054947 $287,100.00 5.845% 6.4800% $18,604.08
11055067 $746,489.62 6.095% 2.4800% $18,512.94
11055861 $179,833.28 6.095% 2.4800% $4,459.87
11055967 $164,000.00 5.720% 8.4800% $13,907.20
11056179 $176,000.00 6.220% .4800% $844.80
11056461 $292,500.00 6.220% .4800% $1,404.00
11056469 $244,800.00 6.220% .4800% $1,175.04
11056659 $72,500.00 6.095% 2.4800% $1,798.00
11056815 $318,000.00 6.220% .4800% $1,526.40
11058843 $232,000.00 6.095% 2.4800% $5,753.60
11058863 $344,000.00 6.220% .4800% $1,651.20
11058885 $234,000.00 6.220% .4800% $1,123.20
11058899 $416,500.00 5.845% 6.4800% $26,989.20
11058903 $211,803.65 6.095% 2.4800% $5,252.73
11059387 $393,600.00 6.220% .4800% $1,889.28
11059623 $110,299.66 6.220% .4800% $529.44
11060189 $86,000.00 6.220% .4800% $412.80
11062059 $515,900.00 6.095% 2.4800% $12,794.32
11062063 $606,350.00 5.970% 4.4800% $27,164.48
11062473 $470,400.00 6.095% 2.4800% $11,665.92
11062583 $380,000.00 5.970% 4.4800% $17,024.00
11062593 $523,950.00 5.970% 4.4800% $23,472.96
11063275 $95,200.00 6.095% 2.4800% $2,360.96
11063963 $124,250.00 6.095% 2.4800% $3,081.40
11064627 $452,590.48 6.220% .4800% $2,172.43
11064939 $440,000.00 6.220% .4800% $2,112.00
11065203 $205,000.00 6.220% .4800% $984.00
11065783 $267,000.00 5.970% 4.4800% $11,961.60
11065907 $210,000.00 6.220% .4800% $1,008.00
11069105 $76,000.00 6.220% .4800% $364.80
11069121 $280,000.00 6.220% .4800% $1,344.00
11069277 $630,000.00 6.095% 2.4800% $15,624.00
11069287 $494,000.00 6.220% .4800% $2,371.20
11071017 $743,276.87 5.845% 6.4800% $48,164.34
11071029 $277,299.99 6.220% .4800% $1,331.04
11071045 $694,934.82 6.220% .4800% $3,335.69
11071077 $537,513.64 6.220% .4800% $2,580.07
11071081 $283,000.00 5.970% 4.4800% $12,678.40
11071085 $719,349.11 6.220% .4800% $3,452.88
11071119 $999,073.80 6.095% 2.4800% $24,777.03
11071149 $974,096.95 6.095% 2.4800% $24,157.60
11071205 $336,400.00 6.220% .4800% $1,614.72
11071305 $625,000.00 6.095% 2.4800% $15,500.00
11071307 $459,584.16 6.220% .4800% $2,206.00
11071333 $444,267.48 5.845% 6.4800% $28,788.53
11071341 $516,485.32 5.720% 8.4800% $43,797.96
11071349 $459,552.91 5.845% 6.4800% $29,779.03
11071355 $607,436.87 6.095% 2.4800% $15,064.43
11071357 $574,441.14 5.845% 6.4800% $37,223.79
11071385 $445,596.81 6.220% .4800% $2,138.86
11071395 $449,552.02 5.720% 8.4800% $38,122.01
11073283 $417,000.00 6.220% .4800% $2,001.60
11073819 $109,600.00 6.220% .4800% $526.08
11074509 $416,500.00 6.220% .4800% $1,999.20
11074607 $236,000.00 5.970% 4.4800% $10,572.80
11079629 $139,900.00 6.095% 2.4800% $3,469.52
11081257 $197,677.00 6.220% .4800% $948.85
11081409 $190,400.00 6.220% .4800% $913.92
11081529 $99,200.00 6.220% .4800% $476.16
11081539 $282,400.00 6.095% 2.4800% $7,003.52
11081545 $94,000.00 5.970% 4.4800% $4,211.20
11083737 $236,000.00 6.220% .4800% $1,132.80
11083849 $237,000.00 6.220% .4800% $1,137.60
11083857 $223,200.00 6.095% 2.4800% $5,535.36
11083955 $75,001.00 6.095% 2.4800% $1,860.02
11084075 $88,000.00 6.220% .4800% $422.40
11086291 $163,500.00 6.220% .4800% $784.80
11086477 $191,000.00 5.970% 4.4800% $8,556.80
11088319 $90,915.72 6.095% 2.4800% $2,254.71
11090051 $238,000.00 6.095% 2.4800% $5,902.40
11090299 $249,600.00 6.220% .4800% $1,198.08
11090727 $417,000.00 5.970% 4.4800% $18,681.60
11090875 $210,000.00 6.220% .4800% $1,008.00
11096095 $195,000.00 6.095% 2.4800% $4,836.00
11100365 $201,000.00 6.095% 2.4800% $4,984.80
11100455 $247,000.00 6.220% .4800% $1,185.60
11100571 $440,000.00 6.095% 2.4800% $10,912.00
11103611 $157,000.00 6.095% 2.4800% $3,893.60
11108319 $300,000.00 6.095% 2.4800% $7,440.00
11108471 $284,800.00 6.220% .4800% $1,367.04
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 therefor,
the amount of the shortfall;
(viii) the aggregate Certificate Principal Balance of each Class
of Certificates and each of the Senior Percentage and
Subordinate
Class 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 aggregate Certificate Principal Balance of each of the
Class A Certificates, Class M Certificates and Class B
Certificates as of the Closing Date;
(x) the weighted average remaining term to maturity of the
Mortgage Loans after giving effect to the amounts distributed on
such
Distribution Date;
(xi) the weighted average Mortgage Rates of the Mortgage Loans
after giving effect to the amounts distributed on such
Distribution Date;
(xii) if applicable, the Special Hazard Amount, Fraud Loss
Amount and Bankruptcy Amount and as of the close of business on
the
applicable Distribution Date;
(xiii) the Pool Stated Principal Balance and number 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 related Due Period;
(xiv) 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 Balances of Mortgage Loans that are in
foreclosure;
(xv) the aggregate amount of Realized Losses for such
Distribution Date;
(xvi) the amount, terms and general purpose of any Advance by
the Master Servicer pursuant to Section 4.04;
(xvii) 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;
(xviii) any material breaches of Mortgage Loan representations
or warranties or covenants in the Agreement;
(xix) the related Subordinate Principal Distribution Amount;
(xx) the number, aggregate principal balance and Stated
Principal Balances of any REO Properties;
(xxi) 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;
(xxii) the Pass-Through Rate with respect to the Class A-V
Certificates;
(xxiii) the Pass-Through Rates on the Floater Certificates and
Inverse Floater Certificates for such Distribution Date,
separately
identifying LIBOR for such Distribution Date;
(xxiv) the Notional Amount with respect to each class of
Interest Only Certificates;
(xxv) the occurrence of the Credit Support Depletion Date;
(xxvi) the related Senior Accelerated Distribution Percentage
applicable to such distribution;
(xxvii) the related Senior Percentage for such Distribution
Date;
(xxviii) the aggregate amount of any recoveries on previously
foreclosed loans from Sellers; and
(xxiv) with respect to the Class A-3 Certificates, the amount of
any Yield Maintenance Payment for such Distribution Date, if
any.
In the case of information furnished pursuant to clauses (i) and
(ii) above, the amounts shall be expressed as a dollar
amount per Certificate with a $1,000 denomination.
The Trustee's internet website is www.tss.db.com/invr.
==============================================================================
EXHIBIT FOUR
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
Dated as of November 1, 2006
Residential Accredit Loans, Inc.
Mortgage Asset-Backed Pass-Through Certificates
==============================================================================
TABLE OF CONTENTS
PAGE
ARTICLE I
DEFINITIONS...................................................2
Section 1.01.
Definitions.............................................2
Section 1.02. Use of Words and
Phrases...............................35
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE
OF
CERTIFICATES.................................................36
Section 2.01. Conveyance of Mortgage
Loans...........................36
Section 2.02. Acceptance by
Trustee..................................43
Section 2.03. Representations, Warranties and Covenants of
the
Master Servicer and the Company........................44
Section 2.04. Representations and Warranties of Residential
Funding................................................45
Section 2.05. Execution and Authentication of
Certificates/Issuance of Certificates Evidencing
Interests in REMIC I Certificates......................47
Section 2.06. Conveyance of Uncertificated REMIC I and REMIC
II
Regular Interests; Acceptance by the Trustee...........47
Section 2.07. Issuance of Certificates Evidencing Interests
in
REMIC II...............................................47
Section 2.08. Purposes and Powers of the
Trust.......................48
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS...............48
Section 3.01. Master Servicer to Act as
Servicer.....................48
Section 3.02. Subservicing Agreements Between Master
Servicer
and Subservicers; Enforcement of Subservicers' and
Sellers' Obligations...................................50
Section 3.03. Successor
Subservicers.................................51
Section 3.04. Liability of the Master
Servicer.......................51
Section 3.05. No Contractual Relationship Between
Subservicer
and Trustee or Certificateholders......................51
Section 3.06. Assumption or Termination of Subservicing
Agreements by Trustee..................................52
Section 3.07. Collection of Certain Mortgage Loan Payments;
Deposits to Custodial Account..........................52
Section 3.08. Subservicing Accounts; Servicing
Accounts..............55
Section 3.09. Access to Certain Documentation and
Information
Regarding the Mortgage Loans...........................56
Section 3.10. Permitted Withdrawals from the Custodial
Account.......57
Section 3.11. Maintenance of the Primary Insurance Policies;
Collections Thereunder.................................59
Section 3.12. Maintenance of Fire Insurance and Omissions
and
Fidelity Coverage......................................59
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption
and Modification Agreements; Certain Assignments......61
Section 3.14. Realization Upon Defaulted Mortgage
Loans..............63
Section 3.15. Trustee to Cooperate; Release of Custodial
Files.......66
Section 3.16. Servicing and Other Compensation; Compensating
Interest...............................................68
Section 3.17. Reports to the Trustee and the
Company.................69
Section 3.18. Annual Statement as to Compliance and
Servicing
Assessment.............................................69
Section 3.19. Annual Independent Public Accountants'
Servicing
Report.................................................69
Section 3.20. Rights of the Company in Respect of the Master
Servicer...............................................70
Section 3.21. Administration of Buydown
Funds........................70
Section 3.22. Advance
Facility.......................................71
ARTICLE IV PAYMENTS TO
CERTIFICATEHOLDERS...............................75
Section 4.01. Certificate
Account....................................75
Section 4.02. Distributions.
....................................75
Section 4.03. Statements to Certificateholders; Statements
to
Rating Agencies; Exchange Act Reporting................75
Section 4.04. Distribution of Reports to the Trustee and the
Company; Advances by the Master Servicer...............78
Section 4.05. Allocation of Realized
Losses..........................79
Section 4.06. Reports of Foreclosures and Abandonment of
Mortgaged Property.....................................79
Section 4.07. Optional Purchase of Defaulted Mortgage
Loans..........79
Section 4.08. Surety
Bond............................................80
ARTICLE V THE
CERTIFICATES.............................................81
Section 5.01. The
Certificates.......................................81
Section 5.02. Registration of Transfer and Exchange of
Certificates...........................................83
Section 5.03. Mutilated, Destroyed, Lost or Stolen
Certificates......89
Section 5.04. Persons Deemed
Owners..................................89
Section 5.05. Appointment of Paying
Agent............................89
Section 5.06. U.S.A. Patriot Act
Compliance..........................90
ARTICLE VI THE COMPANY AND THE MASTER
SERVICER..........................91
Section 6.01. Respective Liabilities of the Company and the
Master Servicer........................................91
Section 6.02. Merger or Consolidation of the Company or the
Master Servicer; Assignment of Rights and
Delegation of Duties by Master Servicer................91
Section 6.03. Limitation on Liability of the Company, the
Master Servicer and Others.............................92
Section 6.04. Company and Master Servicer Not to
Resign..............93
ARTICLE VII
DEFAULT......................................................94
Section 7.01. Events of
Default......................................94
Section 7.02. Trustee or Company to Act; Appointment of
Successor....96
Section 7.03. Notification to
Certificateholders.....................97
Section 7.04. Waiver of Events of
Default............................97
ARTICLE VIII CONCERNING THE
TRUSTEE.......................................98
Section 8.01. Duties of
Trustee......................................98
Section 8.02. Certain Matters Affecting the
Trustee..................99
Section 8.03. Trustee Not Liable for Certificates or
Mortgage
Loans.................................................101
Section 8.04. Trustee May Own
Certificates..........................101
Section 8.05. Master Servicer to Pay Trustee's Fees and
Expenses; Indemnification.............................101
Section 8.06. Eligibility Requirements for
Trustee..................102
Section 8.07. Resignation and Removal of the
Trustee................103
Section 8.08. Successor
Trustee.....................................104
Section 8.09. Merger or Consolidation of
Trustee....................104
Section 8.10. Appointment of Co-Trustee or Separate
Trustee.........104
Section 8.11. Appointment of the
Custodian..........................105
Section 8.12. Appointment of Office or
Agency.......................106
ARTICLE IX TERMINATION OR OPTIONAL PURCHASE OF ALL
CERTIFICATES........107
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.................................................107
Section 9.02. Additional Termination
Requirements...................110
Section 9.03. Termination of Multiple
REMICs........................111
ARTICLE X REMIC
PROVISIONS............................................112
Section 10.01. REMIC
Administration..................................112
Section 10.02. Master Servicer, REMIC Administrator and
Trustee
Indemnification.......................................115
Section 10.03. Designation of
REMIC(s)...............................116
Section 10.04. Distributions on the Uncertificated REMIC I
and
REMIC II Regular Interests............................116
Section 10.05. Compliance with Withholding
Requirements..............116
ARTICLE XI MISCELLANEOUS
PROVISIONS....................................117
Section 11.01.
Amendment.............................................117
Section 11.02. Recordation of Agreement;
Counterparts................119
Section 11.03. Limitation on Rights of
Certificateholders............120
Section 11.04. Governing
Law.........................................120
Section 11.05.
Notices...............................................121
Section 11.06. Required Notices to Rating Agency and
Subservicer.....121
Section 11.07. Severability of
Provisions............................122
Section 11.08. Supplemental Provisions for
Resecuritization..........122
Section 11.09. Allocation of Voting
Rights...........................122
Section 11.10. No
Petition...........................................122
ARTICLE XII COMPLIANCE WITH REGULATION
AB...............................123
Section 12.01. Intent of the Parties;
Reasonableness.................123
Section 12.02. Additional Representations and Warranties of
the
Trustee...............................................123
Section 12.03. Information to Be Provided by the
Trustee.............124
Section 12.04. Report on Assessment of Compliance and
Attestation....124
Section 12.05. Indemnification;
Remedies.............................125
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 Cut-off Date, the
"Pooling and
Servicing Agreement" or "Agreement"), among RESIDENTIAL ACCREDIT
LOANS, 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 asset-backed
pass-through
certificates (collectively, the "Certificates"), to be issued
under the
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 and
(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,
and
(iv) any other interest shortfalls not covered by the
subordination
provided by the Class M Certificates and Class B
Certificates,
including interest that is not collectible from the
Mortgagor
pursuant to the Servicemembers Civil Relief Act of 1940, as
amended, or similar legislation or regulations as in effect
from
time to time,
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
Class M
Certificates and 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 such Class of Class B Certificates or such 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.
Advance Facility: As defined in Section 3.22.
Advance Facility Notice: As defined in Section 3.22.
Advance Facility Trustee: As defined in Section 3.22.
Advancing Person: As defined in Section 3.22.
Advance Reimbursement Amounts: As defined in Section 3.22.
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 or 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 (w) aggregate
Foreclosure
Profits, (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 this Section 3.16(e) is less than
Prepayment Interest
Shortfalls incurred on the Mortgage Loans in connection with
Principal
Prepayments in Full 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
State of
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.
Calendar Quarter: A Calendar Quarter shall consist of one of
the
following time periods in any given year: January 1 through
March 31, April
1 through June 30, July 1 through September 30, and October 1
through
December 31.
Capitalization Reimbursement Amount: With respect 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 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.
Capitalization Reimbursement Shortfall Amount: With respect 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.
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 each
Certificate 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
represented 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, each
Loan Group, the excess of the amount described in clause (C)(1)
of the
definition of Class A-P Principal Distribution Amount (for the
related Loan
Group, if applicable) over the amount described in clause (C)(2)
of such
definition.
Class A-P Principal Distribution Amount: 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 the
aggregate of:
(A) the related Discount Fraction of the principal portion
of
each Monthly Payment on each Discount Mortgage Loan (or, with
respect
to any Mortgage Pool comprised of two or more Loan Groups,
each
Discount Mortgage Loan in the related Loan Group) 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 (or,
with
respect to any Mortgage Pool comprised of two or more Loan
Groups, each
Discount Mortgage Loan in the related Loan Group) 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
such 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 (or, with respect to any Mortgage
Pool
comprised of two or more Loan Groups, each Discount Mortgage
Loan in
the related Loan Group) that occurred during the preceding
calendar
month (or was deemed to have occurred during such period in
accordance
with Section 3.07(b)) 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 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 related Loan Group, if applicable, and
the
amount of any Class A-P Collection Shortfalls (for the related
Loan
Group, if applicable) 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 the related Loan Group,
if
applicable) for such Distribution Date, if any, related to
each
Discount Mortgage Loan (in the related Loan Group, if
applicable).
Notwithstanding the foregoing, with respect to any Distribution
Date on
and after the Credit Support Depletion Date, the Class A-P
Principal
Distribution Amount (for a Loan Group, if applicable) shall
equal the excess
of (i) the sum of (a) the related Discount Fraction of the
principal portion
of each Monthly Payment on each Discount Mortgage Loan (in the
related Loan
Group, if applicable) received or advanced prior to the related
Determination
Date and not previously distributed minus the Discount Fraction
of the
principal portion of any related Debt Service Reduction which
together with
other Bankruptcy Losses exceeds the Bankruptcy Amount and (b)
the related
Discount Fraction of the aggregate amount of unscheduled
collections
described in clauses (B) and (C) above over (ii) the amount
calculated
pursuant to clause (F) above.
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,
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 Distribution Date, but not more than the lesser
of (a)
one-twelfth of 0.125% of the Stated Principal Balance of the
Mortgage Loans
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
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
Section.
Compliance With Laws Representation: The following
representation and
warranty (or any representation and warranty that is
substantially similar)
made by Residential Funding in Section 4 of Assignment
Agreement: "Each
Mortgage Loan at the time it was made complied in all material
respects with
applicable local, state, and federal laws, including, but not
limited to, all
applicable anti-predatory lending laws".
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
Bank One, National Association), 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
then-current rating
assigned to such Certificates).
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 clause
(E) of the definition of Class A-P Principal Distribution
Amount. 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(e).
Fraud Losses: Realized 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.
International Borrower: In connection with any Mortgage Loan,
a
borrower who is (a) a United States citizen employed in a
foreign country,
(b) a non-permanent resident alien employed in the United States
or (c) a
citizen of a country other than the United States with income
derived from
sources outside the United States.
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.
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 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 a Certificate
Principal
Balance greater than zero, 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 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 timely payment of
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 short-term debt 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 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 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 a 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) any mutual fund, money market fund, common trust fund or
other pooled
investment vehicle, the assets of which are limited to
instruments that
otherwise would constitute Permitted Investments hereunder and
have
been rated by each Rating Agency in its highest short-term
rating
available (in the case of Standard & Poor's such rating
shall be either
AAAm or AAAm-G), including any such fund that is managed by the
Trustee
or any affiliate of the Trustee or for which the Trustee or any
of its
affiliates acts as an adviser; 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
(without giving effect to any Certificate Policy (as defined in
the
Series Supplement) in the case of Insured Certificates (as
defined in
the Series Supplement) below the lower of the then-current
rating
assigned to such Certificates 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 for
purposes of this Agreement, any references herein to the highest
rating
available on unsecured commercial paper and short-term debt
obligations shall
mean the following: A-1 in the case of Standard & Poor's,
P-1 in the case of
Moody's and F-1 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) the terms
of the debt
must have a predetermined fixed dollar amount of principal due
at maturity
that cannot vary; and (iv) 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, payment
intangibles, instruments, documents, deposit accounts,
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 Expanded Criteria Mortgage
Program.
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.
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 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 Agreement.
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 (excluding the
Discount Fraction
of the Discount Mortgage Loans in such 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 Criteria: The "servicing criteria" set forth in Item
1122(d)
of Regulation AB, as such may be amended from time to time.
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, 3.11,
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 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 Ratings Services, 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, as of any Distribution Date, (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 has been 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 with the Due Period related to the
previous
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.
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.
Successor Master Servicer: As defined in Section 3.22.
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 related to a Series,
with
respect to which one or more REMIC elections are to be made
pursuant to this
Agreement, 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 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, and
(v) all proceeds of clauses (i) through (iv) above.
Trustee Information: As specified in Section 12.05(a)(i)(A).
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 or U.S. Person: (i) A citizen or resident
of the
United States, (ii) a corporation, partnership or other entity
treated as a
corporation or partnership for United States federal income tax
purposes
organized in or under the laws of the United States or any state
thereof or
the District of Columbia (unless, in the case of a partnership,
Treasury
regulations provide otherwise), 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 or U.S. Person unless
all persons
that own an interest in such partnership either directly or
indirectly
through any chain of entities no one of which is a corporation
for United
States federal income tax purposes are required by the
applicable operating
agreement to be United States Persons, (iii) an estate the
income of which
is includible in gross income for United States tax purposes,
regardless of
its source, or (iv) a trust if a court within the United States
is able to
exercise primary supervision over the administration of the
trust and one or
more United States persons have authority to control all
substantial
decisions of the trust. Notwithstanding the preceding sentence,
to the
extent provided in Treasury regulations, certain Trusts in
existence on
August 20, 1996, and treated as United States persons prior to
such date,
that elect to continue to be treated as United States persons
will also be a
U.S. Person.
U.S.A. Patriot Act: Uniting and Strengthening America by
Providing
Appropriate Tools to Intercept and Obstruct Terrorism Act of
2001, as amended.
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 for the benefit of the
Certificateholders
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 for the benefit of the Holders of the
Insured
Certificates (as defined in the Series Supplement).
(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 (1)
with respect to each Mortgage Loan (other than a Cooperative
Loan or a Sharia
Mortgage Loan), deliver to the Master Servicer (or an Affiliate
of the Master
Servicer) each of the documents or instruments described in
clause (I)(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 the Custodian on behalf of the
Trustee, the
documents or instruments described in clauses (I)(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
the Custodian on
behalf of the Trustee, the documents or instruments described in
clauses
(I)(i), (iv) and (v) below, (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 the Custodian on behalf of the
Trustee, the
documents or instruments described in clauses (I)(i), (iii),
(iv) and (v)
below, and (5) with respect to each Cooperative Loan and Sharia
Mortgage
Loan, the documents and instruments described in clause (II) and
clause (III)
below:
(I) with respect to each Mortgage Loan so assigned (other than
a
Cooperative Loan or a Sharia Mortgage Loan):
(i) The original Mortgage Note, 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 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; and
(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 or a copy of such Cooperative Lease
and
Assignment of Proprietary Lease and copies of such
intervening
assignments;
(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 or copies thereof;
(iv) The original recognition agreement by the Cooperative of
the interests
of the mortgagee with respect to the related Cooperative Loan or
a copy
thereof;
(v) The Security Agreement or a copy thereof;
(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, or a copy thereof;
(ix) The original of each modification, assumption agreement or
preferred
loan agreement, if any, relating to such Cooperative Loan or a
copy of
each modification, assumption agreement or preferred loan
agreement; and
(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 or copies thereof.
(III) with respect to each Sharia Mortgage Loan so assigned:
(i) 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;
(ii) 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;
(iii) 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;
(iv) 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;
(v) The original Sharia Mortgage Loan Co-Ownership Agreement
with respect to the related Sharia Mortgage Loan or a copy of
such
Sharia Mortgage Loan Co-Ownership Agreement; and
(vi) 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), Sections
2.01
(b)(II)(ii), (iv), (vii), (ix) and (x) and Sections 2.01
(b)(III)(ii), (iii),
(iv), (v) and (vi) (or copies thereof) to the Trustee or to the
Custodian on
behalf of the Trustee, 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 2.01
(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 to
the Custodian
on behalf of the Trustee.
The parties hereto agree that it is not intended that any
Mortgage Loan
be included in the Trust Fund that is either (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 Loan
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.
(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 to the Custodian on behalf of the
Trustee 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 Trustee and 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), any Assignment, substitute Assignment,
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 to the Custodian on
behalf of
the Trustee 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 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.
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. Nonetheless, (a) this Agreement is
intended to be
and hereby is 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, any Custodian on behalf of
the Trustee 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, 9-314 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
type or
jurisdiction of organization 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
such Initial
Monthly Payment Fund in the Available Distribution Amount 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 any and
all money,
securities, security entitlements, accounts, general
intangibles, payment
intangibles, instruments, documents, deposit accounts,
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) the Pledged Amounts and all money,
securities,
security entitlements, accounts, general intangibles, payment
intangibles,
instruments, documents, deposit accounts, 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
secures a
Pledged Asset Loan, (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) above (except that for purposes of such
acknowledgement
only, a Mortgage Note may be endorsed in blank) and declares
that it, or the
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
(the
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 Residential
Funding to 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, 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 the 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 owners' 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 as of the Closing
Date:
(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 the Custodian.
Upon discovery by either the Company, the Master Servicer, the
Trustee
or the 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
(the 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 applicable to a Mortgage Loan. Insofar as
the
Assignment Agreement relates to the representations and
warranties made by
Residential Funding 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 the 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 (the
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 a breach of the
Compliance With
Laws Representation has given rise to the obligation to
repurchase or
substitute a Mortgage Loan pursuant to Section 4 of the
Assignment Agreement,
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, a
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 Compliance With Laws Representation 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 Certificates.
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
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 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
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