EXECUTION COPY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
U.S. BANK NATIONAL ASSOCIATION,
Trustee
SERIES SUPPLEMENT,
DATED AS OF NOVEMBER 1, 2005,
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
DATED AS OF MAY 1, 2005
Mortgage Pass-Through Certificates
Series 2005-S7
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<TABLE>
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TABLE OF CONTENTS
PAGE
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ARTICLE I
DEFINITIONS...............................................................3
Section 1.01
Definitions.......................................................3
Section 1.02 Use of
Words and Phrases.........................................18
ARTICLE II
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES.............................................................18
Section 2.01 Conveyance
of Mortgage Loans.....................................18
Section 2.02 Acceptance
by Trustee.(See Section 2.02 of the Standard
Terms)...........................................................18
Section 2.03
Representations, Warranties and Covenants of the Master
Servicer and the
Company.........................................18
Section 2.04
Representations and Warranties of
Sellers........................21
Section 2.05 Execution
and Authentication of Class R-I Certificates...........21
Section 2.06 Conveyance
of Uncertificated REMIC I and REMIC II Regular
Interests; Acceptance by the
Trustee.............................21
Section 2.07 Issuance
of Certificates Evidencing Interest in REMIC II.........22
Section 2.08 Purposes
and Powers of the Trust.................................22
Section 2.09 Agreement
Regarding Ability to Disclose..........................22
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS...........................22
Section 3.01 Master
Servicer to Act as Servicer...............................22
Section 3.02
Subservicing Agreements Between Master Servicer and
Subservicers; Enforcement of Subservicers' and Sellers'
Obligations......................................................24
Section 3.03 Successor
Subservicers. (See Section 3.03 of the Standard
Terms)...........................................................24
Section 3.04 Liability
of the Master Servicer. (See Section 3.04 of the
Standard
Terms)..................................................24
Section 3.05 No
Contractual Relationship Between Subservicer and Trustee
or Certificateholders. (See Section 3.05 of the Standard
Terms)...........................................................25
Section 3.06 Assumption
or Termination of Subservicing Agreements by
Trustee. (See Section 3.06 of the Standard
Terms)................25
Section 3.07 Collection
of Certain Mortgage Loan Payments; Deposits to
Custodial Account. (See Section 3.07 of the Standard
Terms)......25
Section 3.08
Subservicing Accounts; Servicing
Accounts........................25
Section 3.09 Access to
Certain Documentation and Information Regarding
the Mortgage Loans. (See Section 3.09 of the Standard
Terms).....25
Section 3.10 Permitted
Withdrawals from the Custodial Account.................25
Section 3.11
Maintenance of the Primary Insurance Policies; Collections
Thereunder. (See Section 3.11 of the Standard
Terms).............27
Section 3.12
Maintenance of Fire Insurance and Omissions and Fidelity
Coverage. (See Section 3.12 of the Standard
Terms)...............27
Section 3.13
Enforcement of Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain Assignments. (See Section
3.13 of the Standard
Terms)......................................27
Section 3.14
Realization Upon Defaulted Mortgage
Loans........................27
Section 3.15 Trustee to
Cooperate; Release of Mortgage Files. (See
Section 3.15 of the Standard
Terms)..............................30
Section 3.16
Servicing
and Other Compensation; Compensating Interest.
(See Section 3.16 of the Standard
Terms).........................30
Section 3.17 Reports to
the Trustee and the Company.(See Section 3.17 of
the Standard
Terms)..............................................30
Section 3.18 Annual
Statement as to Compliance. (See Section 3.18 of the
Standard
Terms)..................................................30
Section 3.19 Annual
Independent Public Accountants' Servicing Report.
(See Section 3.19 of the Standard
Terms).........................30
Section 3.20 Rights of
the Company in Respect of the Master Servicer.
(See Section 3.20 of the Standard
Terms).........................30
Section 3.21
Administration of Buydown Funds. (See Section 3.21 of the
Standard
Terms)..................................................30
Section 3.22 Advance
Facility. (See Section 3.22 of the Standard Terms).......30
ARTICLE IV
PAYMENTS TO
CERTIFICATEHOLDERS...........................................31
Section 4.01
Certificate Account.(See Section 4.01 of the Standard
Terms).....31
Section 4.02
Distributions....................................................31
Section 4.03 Statements
to Certificateholders; Statements to Rating
Agencies;
Exchange Act Reporting.(See Section 4.03 of the
Standard
Terms)..................................................41
Section 4.04
Distribution of Reports to the Trustee and the Company;
Advances by the Master
Servicer..................................41
Section 4.05 Allocation
of Realized Losses....................................41
Section 4.06 Reports of
Foreclosures and Abandonment of Mortgaged
Property.(See Section 4.06 of the Standard
Terms)................43
Section 4.07 Optional
Purchase of Defaulted Mortgage Loans.(See Section
4.07 of the Standard
Terms)......................................43
Section 4.08 Surety
Bond.(See Section 4.08 of the Standard Terms).............43
Section 4.09 Rounding
Account.................................................43
Section 4.10 Principal
Distributions on the Insured Certificates..............43
Section 4.11 Reserve
Fund.....................................................48
ARTICLE V
THE
CERTIFICATES.........................................................48
ARTICLE VI
THE COMPANY AND THE MASTER
SERVICER......................................49
ARTICLE VII
DEFAULT..................................................................49
ARTICLE VIII CONCERNING
THE
TRUSTEE...................................................49
ARTICLE IX
TERMINATION..............................................................49
Section 9.01 Optional
Purchase by Residential Funding of All
Certificates; Termination Upon Purchase by Residential
Funding or Liquidation of All Mortgage
Loans.....................49
Section 9.02 Additional
Termination Requirements..............................51
Section 9.03
Termination of Multiple
REMICs...................................51
ARTICLE X
REMIC
PROVISIONS.........................................................51
Section 10.01 REMIC
Administration.............................................51
Section 10.02 Master Servicer;
REMIC Administrator and Trustee
Indemnification. (See Section 10.02 of the Standard
Terms).......51
Section 10.03 Designation of
REMIC(s)..........................................51
Section 10.04 Distributions on
the Uncertificated REMIC I Regular
Interests
2......................................................51
Section 10.05 Compliance with
Withholding Requirements.........................53
ARTICLE XI
MISCELLANEOUS
PROVISIONS.................................................53
Section 11.01
Amendment........................................................53
Section 11.02 Recordation of
Agreement, Counterparts...........................53
Section 11.03 Limitation on
Rights of Certificateholders.......................53
Section 11.04 Governing
Laws...................................................53
Section 11.05
Notices..........................................................53
Section 11.06 Required Notices
to Rating Agency, Certificate Insurer and
Subservicer......................................................54
Section 11.07 Severability of
Provisions.......................................55
Section 11.08 Supplemental
Provisions for Resecuritization.....................55
Section 11.09 Allocation of
Voting Rights......................................55
ARTICLE XII
CERTAIN MATTERS REGARDING THE CERTIFICATE
INSURER........................56
Section 12.01 Rights of the
Certificate Insurer to Exercise Rights of
Insured
Certificateholders.......................................56
Section 12.02 Claims Upon the
Financial Guaranty Insurance Policy;
Certificate Insurance
Account....................................56
Section 12.03 Effect of
Payments by the Certificate Insurer; Subrogation.......57
Section 12.04 Notices and
Information to the Certificate Insurer...............58
Section 12.05 Trustee to Hold
Financial Guaranty Insurance Policy..............58
Section 12.06
Ratings..........................................................58
Section 12.07 Third Party
Beneficiaries........................................58
Section 12.08 No
Petition......................................................59
<PAGE>
EXHIBITS
Exhibit One: Mortgage
Loan Schedule (Available from the Depositor upon request.)
Exhibit Two: Schedule
of Discount Fractions (Available from the Depositor upon
request.)
Exhibit Three: Information to be
Included in Monthly Distribution Date Statement
Exhibit Four: Standard Terms
of Pooling and Servicing Agreement dated as of May 1, 2005
Exhibit Five: Financial
Guaranty Insurance Policy of Financial Guaranty Insurance
Company
</TABLE>
<PAGE>
This is a Series
Supplement, dated as
of November 1, 2005 (the "Series
Supplement"), to the Standard Terms of
Pooling and Servicing Agreement, dated as
of May 1, 2005 and attached as Exhibit Four hereto
(the "Standard
Terms" and,
together with this Series Supplement,
the "Pooling and
Servicing Agreement"
or
"Agreement"), among RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC., as the
company (together with its permitted
successors and
assigns, the
"Company"),
RESIDENTIAL FUNDING CORPORATION, as master
servicer (together with its permitted
successors and assigns, the "Master Servicer"), and U.S. BANK NATIONAL
ASSOCIATION, as Trustee (together with its
permitted successors and assigns, the
"Trustee").
PRELIMINARY STATEMENT
The
Company intends to sell Mortgage Pass-Through Certificates
(collectively, the "Certificates"),
to be issued hereunder
in multiple classes,
which in the aggregate will evidence the
entire beneficial ownership interest in
the Trust Fund. As provided herein, the REMIC Administrator will make an
election to treat the entire segregated pool of assets described in the
definition of Trust Fund, and subject to
this Agreement
(including the Mortgage
Loans but excluding the Rounding Account
and the Reserve Fund), as a real estate
mortgage investment conduit (a "REMIC") for
federal income tax purposes and such
segregated pool of assets will be designated
as "REMIC I." The
Uncertificated
REMIC Regular I 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). A segregated pool of
assets consisting of the Uncertificated REMIC I Regular Interests will be
designated as "REMIC II," and the REMIC
Administrator will make a separate REMIC
election with respect thereto. The Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8
Certificates, Class A-9 Certificates, Class A-P Certificates, Class M-1
Certificates, Class M-2 Certificates, Class M-3 Certificates, Class B-1
Certificates, Class B-2 Certificates, Class B-3 Certificates and the
Uncertificated REMIC II Regular Interests Z
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. The Class A-V
Certificates will represent the entire beneficial ownership interest in the
Uncertificated REMIC I Regular Interests
Z.
The terms and provisions of the Standard Terms are hereby incorporated
by reference herein as though set forth in
full herein. If any term or provision
contained herein shall conflict with or be inconsistent with any provision
contained in the Standard Terms, the terms and provisions of this Series
Supplement shall govern. Any cross-reference to a section of the Pooling
and
Servicing Agreement, to the extent the terms of the
Standard Terms and
Series
Supplement conflict with respect to that
section, shall be a
cross-reference to
the related section of the Series Supplement. All capitalized terms not
otherwise defined herein shall have the meanings set forth in the Standard
Terms. The Pooling and Servicing
Agreement shall be
dated as of the date of the
Series Supplement.
The following table sets forth the designation, type, Pass-Through
Rate,
aggregate Initial Certificate Principal
Balance, Maturity
Date, initial ratings
and certain features for each Class of
Certificates
comprising the interests in
the Trust Fund created hereunder.
<TABLE>
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AGGREGATE
INITIAL
CERTIFICATE
PASS-THROUGH PRINCIPAL
MATURITY
S&P/
Minimum
DESIGNATION RATE
BALANCE
FEATURES(1)
DATE
MOODY'S
DENOMINATIONS(2)
Super Senior/Fixed
<S>
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<C> <C>
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Class A-1
5.50%
$74,000,000.00
Rate
November 25, 2035 AAA/AAa
$100,000.00
Senior/Retail/Lottery/November 25, 2035
Class A-2
5.85%
$30,000,000.00
Insured/Fixed Rate
AAA/AAa
$1,000.00
Senior/
November 25, 2035
Class A-3
0.00%
$2,290,910.00 Principal Only
AAA/AAa
$100,000.00
5.50%
Super Senior/ November
25, 2035
Class A-4
$20,500,000.00
Lockout/Fixed Rate
AAA/AAa
$100,000.00
Class A-5
5.50% $117,284,000.00
Senior/Fixed
Rate
November 25, 2035 AAA/AAa
$100,000.00
5.50%
Super Senior/ November
25, 2035
Class A-6
$27,300,000.00
Lockout/Fixed Rate
AAA/AAa
$100,000.00
5.50%
Senior Support/ November 25,
2035
Class A-7
$3,591,000.00
Lockout/Fixed Rate
AAA/AAa
$100,000.00
5.50%
Senior/Retail/Fixed November 25, 2035
Class A-8
$20,306,490.00
Rate
AAA/AAa
$1,000.00
Senior
November 25, 2035
Support/Lockout/Fixed
Class A-9
5.50%
3,057,600.00
Rate
AAA/AAa
$100,000.00
Senior/Principal November 25, 2035
Class A-P
0.00%
$1,547,234.20
Only
AAA/AAa
$100,000.00
Variable
Senior/Interest November 25,
2035
Class A-V Rate(3)
$0.00
Only/Variable Rate
AAA/AAa
$2,000,000.00
5.50%
Senior/Residual/ November 25, 2035
Class R-I
$100.00
Fixed Rate
AAA/AAa
(4)
5.50%
Senior/Residual/Fixed November 25, 2035
Class R-II
$100.00
Rate
(4)
Class M-1
5.50%
$6,234,900.00
Mezzanine/Fixed Rate
November 25, 2035 AA/NA
$100,000.00
Class M-2
5.50%
$2,182,100.00
Mezzanine/Fixed Rate
November 25, 2035 A/NA
$250,000.00
Class M-3
5.50%
$1,091,000.00
Mezzanine/Fixed Rate
November 25, 2035 BBB/NA
$250,000.00
5.50%
Subordinate/Fixed November 25, 2035
Class B-1
$935,200.00
Rate
BB/NA
$250,000.00
5.50%
Subordinate/Fixed November 25, 2035
Class B-2
$779,300.00
Rate
B/NA
$250,000.00
5.50%
Subordinate/Fixed November 25, 2035
Class B-3
$623,461.08
Rate
NA/NA
$250,000.00
</TABLE>
--------
(1) The
Certificates, other
than the Class B and Class R Certificates shall
be Book-Entry
Certificates. The
Class B Certificates
and the Class R
Certificates shall be delivered to the holders thereof in physical
form.
(2) The
Certificates, other than the Class R Certificates, shall be
issuable
in minimum dollar
denominations
as indicated above (by Certificate
Principal Balance or
Notional Amount, as applicable) and integral
multiples of $1 (or
$1,000 in the case of
the Class A-2,
Class A-8,
Class B-1,
Class B-2 and Class
B-3 Certificates)
in excess thereof,
except that one
Certificate of any of
the Class A-8, Class
B-1, Class
B-2 and Class B-3 Certificates that contain an uneven multiple of
$1,000
shall be issued in a denomination equal to the sum of the related
minimum denomination
set forth above and
such uneven multiple for such
Class or the sum of
such denomination and an integral multiple of
$1,000.
(3) The initial
Pass-Through Rate on the Class A-V Certificates is 0.1933%.
(4) The Class R
Certificates shall be
issuable in minimum
denominations of
not less than a 20% Percentage Interest; provided, however, that one
Class R Certificate
will be issuable to Residential Funding as "tax
matters person"
pursuant to Section 10.01(c) and (e) in a minimum
denomination representing a Percentage Interest of not less than
0.01%.
The Mortgage Loans have an aggregate principal balance as of the
Cut-off
Date of $311,723,395.28.
In
consideration of the mutual agreements herein contained, the
Company,
the Master Servicer and the Trustee agree
as follows:
ARTICLE I
DEFINITIONS
Section 1.01...Definitions.
Whenever used in this Agreement, the following words and phrases,
unless
the context otherwise requires, shall have the meanings specified in this
Article.
Bankruptcy Amount:
As of any date of
determination prior to
the first
anniversary of the Cut-off Date, an amount
equal to the excess,
if any, of (A)
$100,000 over (B) the aggregate amount of
Bankruptcy Losses
allocated solely to
one or more specific Classes of Certificates in
accordance with Section 4.05 of
this Series Supplement. As of any date of determination on or after the
first
anniversary of the Cut-off Date, an amount
equal to the excess, if any, of
(1) the lesser of (a) the Bankruptcy Amount calculated as of the
close of business on the Business Day immediately preceding the most
recent anniversary of the Cut-off Date coinciding with or preceding
such
date of determination (or, if such date of determination is an
anniversary of the Cut-off Date, the Business Day immediately
preceding
such date of
determination)
(for purposes of this definition, the
"Relevant Anniversary") and (b) the greater of
(A) the greater of (i) 0.0006 times the aggregate
principal balance of
all the Mortgage Loans in the Mortgage Pool
as of the Relevant Anniversary (other than Additional Collateral
Loans, if any) having a Loan-to-Value Ratio at origination which
exceeds 75% and (ii) $100,000; and
(B) the greater of (i) the product of (x) an amount equal
to the largest
difference in the related Monthly Payment for any
Non-Primary Residence
Loan remaining in the Mortgage Pool (other
than
Additional Collateral
Loans, if any) which
had an original
Loan-to-Value Ratio of
80% or greater that
would result if
the
Net Mortgage
Rate thereof was equal to the weighted average
(based on the principal balance of the Mortgage
Loans as of the
Relevant Anniversary)
of the Net Mortgage
Rates of all Mortgage
Loans as of the Relevant Anniversary less 1.25% per annum,
(y) a
number equal to the weighted average remaining term to maturity,
in months, of all
Non-Primary
Residence Loans
remaining in the
Mortgage Pool as of
the Relevant
Anniversary, and (z)
one plus
the quotient of the
number of all
Non-Primary Residence
Loans
remaining in the
Mortgage Pool divided by the total number of
Outstanding Mortgage
Loans in the Mortgage Pool as of the
Relevant Anniversary, and (ii) $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 (without
giving effect to the Financial Guaranty Insurance Policy in the
case of ratings
of the Insured Certificates by Moody's and S&P) below the lower of the
then-current rating or the rating assigned to such Certificates as of the
Closing Date by such Rating Agency and (ii) provide a copy of such
written
confirmation to the Trustee.
Business Day:
Any day other than (i)
a Saturday or a Sunday
or (ii) a
day on which banking institutions in the State of New York, the State of
Michigan, the State of California,
the State of Illinois,
the State of Iowa or
the City of St. Paul, Minnesota (and such other state or states in which the
Custodial Account or the Certificate Account are at the time located) are
required or authorized by law or executive
order to be closed.
Certificate: Any Class
A, Class M, Class B or Class R Certificate.
Certificate Account:
The separate account or accounts created and
maintained pursuant to Section 4.01 of the Standard Terms, which shall be
entitled "U.S. Bank National Association, as trustee, in trust for the
registered holders of Residential
Funding Mortgage
Securities I, Inc., Mortgage
Pass-Through Certificates, Series 2005-S7" and which must be an Eligible
Account.
Certificate Insurance
Account: The account established pursuant to
Section 12.02(b) of this Series
Supplement.
Certificate Insurer:
Financial Guaranty Insurance Company, a stock
insurance company organized and created
under the laws of the State of New York,
and any successors thereto.
Certificate Insurer Default: The existence and continuance of a
failure
by the Certificate Insurer to make a payment required under the Financial
Guaranty Insurance Policy in accordance
with its terms.
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, minus
(iii) 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, however, that solely for
purposes of
determining
the Certificate Insurer's rights as
subrogee to
the Insured Certificateholders, the Certificate
Principal Balance of
any Insured
Certificate shall be deemed to
not be reduced
by any principal amounts paid to the Holder
thereof from
Insured Payments, unless such amounts have been
reimbursed to
the Certificate Insurer pursuant to Section
4.02(a)(xvi);
provided, that the Certificate Principal Balance of the Class of
Subordinate
Certificates with the Lowest Priority at
any given time shall be further reduced
by an amount equal to the Percentage Interest evidenced by such Certificate
multiplied by the excess, if any, of (A) the then aggregate Certificate
Principal Balance of all Classes of
Certificates then
outstanding (not
taking
into consideration any reductions in the Certificate
Principal Balance of
the
Insured Certificates due to a withdrawal of funds from the Rounding
Account)
over (B) the then aggregate Stated
Principal Balance of the Mortgage Loans.
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-P or
Class A-V Certificates, executed by the Trustee and authenticated by the
Certificate Registrar substantially in the
form annexed to the Standard Terms as
Exhibit A.
Class A-1/A-4 Optimal
Percentage:
As to any Distribution Date on or
after the Credit Support Depletion Date, a fraction
expressed as a
percentage,
the numerator of which is the sum of the
Certificate Principal
Balances of the
Class A-1 Certificates and the Class A-4
Certificates
immediately prior to that
Distribution Date and the denominator of which is the aggregate Certificate
Principal Balance of the Senior Certificates (other than the Class A-P
Certificates) immediately prior to that
Distribution Date.
Class A-1/A-4
Optimal Principal Distribution Amount: As to any
Distribution Date on or after the Credit
Support Depletion Date, an amount equal
to the product of (a) the then applicable
Class A-1/A-4 Optimal
Percentage and
(b) the amounts described in clause (b) of the
definition of Senior
Principal
Distribution Amount.
Class A-6 Optimal
Percentage: As to any
Distribution Date on
or after
the Credit Support Depletion Date, a fraction expressed as a percentage,
the
numerator of which is the Certificate Principal Balance of the Class A-6
Certificates immediately prior to that
Distribution Date and the denominator of
which is the aggregate Certificate Principal Balance of
the Senior Certificates
(other than the Class A-P Certificates) immediately prior to that
distribution
date.
Class A-6 Optimal Principal Distribution Amount: As to any
Distribution
Date on or after the Credit Support Depletion Date, an amount equal to the
product of (a) the then applicable Class A-6 Optimal Percentage and (b) the
amounts described in clause (b) of the definition of Senior Principal
Distribution Amount.
Class R Certificate:
Any one of the Class R-I Certificates or 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 related REMIC
for purposes of the REMIC Provisions.
Closing Date: November
23, 2005.
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 U.S. Bank National
Association,
U.S. Bank Corporate
Trust Services, 60 Livingston Avenue,
EP-MN-WS3D,
St. Paul, Minnesota, 55107
Attention: RFMSI 2005-S7.
Cumulative Insurance
Payments: As of any time of determination, the
aggregate of all Insured Payments previously made by the
Certificate
Insurer
under the Financial Guaranty Insurance Policy minus the aggregate of all
payments previously made to the Certificate Insurer pursuant to Section
4.02(a)(xvi) of this Series Supplement as
reimbursement for Insured Payments.
Cut-off Date: November
1, 2005.
Deceased Holder: A Certificate Owner of an Insured Certificate who
was a
natural person living at the time such interest was acquired and whose
authorized personal representative,
surviving tenant by
the entirety, surviving
joint tenant or surviving tenant in common or other person
empowered to act
on
behalf of a deceased Certificate Owner causes to be
furnished to the Depository
Participant evidence of death satisfactory
to the Depository Participant and any
tax waivers requested by the Depository
Participant.
Deficiency Amount:
With respect to the
Insured Certificates
and as of
any Distribution Date, an amount, if any
equal to the sum of:
(i) the amount by which the Accrued Certificate Interest (other
than amounts
representing
Prepayment Interest Shortfalls or Relief Act
Shortfalls) allocable
to the Insured Certificates for such Distribution
Date exceeds
the Available Distribution Amount available on such
Distribution Date to pay to the Insured Certificates in accordance
with
Section 4.02(a);
(ii) the amount of any Realized Losses allocated to the Insured
Certificates for such Distribution Date; and
(iii) on the Scheduled
Final Distribution
Date, the aggregate
Certificate Principal
Balance of the Insured Certificates (after giving
effect to all
distributions to be
made on the Insured
Certificates on
such Distribution Date
other than any portion thereof consisting of an
Insured Payment payable as principal on the Insured
Certificates).
Determination Date:
With respect to any
Distribution Date, the
second
Business Day prior to such Distribution
Date.
Discount Net Mortgage Rate: 5.50% per annum.
Due Period: With
respect to each
Distribution
Date and any
Mortgage
Loan, the calendar month of such
Distribution Date.
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 U.S. Bank
National
Association, or (iv) in the case of the
Certificate Account, a trust account or
accounts maintained in the corporate
trust division of the
Trustee, or (v) an
account or accounts of a depository
institution acceptable to each Rating Agency
(as evidenced in writing by each
Rating Agency that use
of any such account as
the Custodial Account or the Certificate Account will not reduce the rating
assigned to any Class of Certificates by such Rating Agency below the
lower of
the then current rating or the rating
assigned to such
Certificates
as of the
Closing Date by such Rating Agency).
Eligible Funds: On any
Distribution Date, the
portion, if any, of
the
Available Distribution Amount remaining after reduction by the
sum of (i) the
aggregate amount of Accrued Certificate Interest on the Senior
Certificates,
(ii) the Senior Principal Distribution Amount (determined without regard to
Section 4.02(a)(ii)(Y)(D) of this Series Supplement), (iii) the Class A-P
Principal Distribution Amount (determined without regard to Section
4.02(b)(i)(E) of this Series Supplement) and (iv) the aggregate amount of
Accrued Certificate Interest on the Class M, Class B-1 and Class B-2
Certificates.
Financial Guaranty
Insurance Policy:
The financial guaranty
insurance
policy No. 05030142 issued by the Certificate Insurer for the benefit of the
Holders of the Insured Certificates, including any endorsements thereto,
attached hereto as Exhibit Five.
Fraud Loss Amount:
As of any date of
determination
after the Cut-off
Date, an amount equal to: (X) prior to the first
anniversary
of the Cut-off
Date, an amount equal to 3.00% of the
aggregate outstanding principal balance of
all of the Mortgage Loans as of the Cut-off Date minus
the aggregate amount
of
Fraud Losses allocated solely to one or
more specific Classes of Certificates in
accordance with Section 4.05 of this Series
Supplement since the Cut-off Date up
to such date of determination, (Y) prior to the second anniversary of the
Cut-off Date, an amount equal to 2.00% of
the aggregate
outstanding
principal
balance of all of the Mortgage Loans as of the Cut-off Date minus
the aggregate
amount of Fraud Losses allocated solely to one or more specific Classes of
Certificates in accordance with Section
4.05 of this Series Supplement since the
Cut-off Date up to such date of determination and (Z) from the third to the
fifth anniversary of the Cut-off Date,
an amount equal to (1) the lesser of (a)
the Fraud Loss Amount as of the most recent
anniversary of the
Cut-off Date and
(b) 1.00% of the aggregate outstanding principal balance of
all of the Mortgage
Loans as of the most recent anniversary of the Cut-off Date minus (2) the
aggregate amount of Fraud Losses allocated solely to one or more specific
Classes of Certificates in accordance with Section 4.05 of this Series
Supplement since the most recent
anniversary of the Cut-off Date up to such date
of determination. On and after the fifth
anniversary of the
Cut-off Date, the
Fraud Loss Amount shall be zero.
The Fraud Loss
Amount may be
further reduced by the Master Servicer
(including accelerating the manner in which
such coverage is reduced) provided
that prior to any such reduction, the Master Servicer shall (i)
obtain written
confirmation from each Rating Agency that such
reduction shall not reduce the
rating assigned to any Class of
Certificates
by such Rating
Agency (without
giving effect to the Financial Guaranty Insurance Policy in the
case of ratings
of the Insured Certificates by Moody's or S&P) 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.
Indirect Depository Participant: An institution that is not a
Depository
Participant but clears through or maintains a custodial relationship with
Participants and has access to the
Depository's clearing system.
Individual Insured
Certificate: An
Insured Certificate
that evidences
$1,000 Initial Certificate Principal
Balance.
Initial Notional
Amount: With respect
to any Class A-V Certificates or
Subclass thereof issued pursuant to Section
5.01(c), the aggregate
Cut-off Date
Principal Balance of the Mortgage
Loans 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: 2.00%
Class B-1: 0.30%
Class M-2: 0.70%
Class B-2: 0.25%
Class M-3: 0.35%
Class B-3: 0.20%
Insurance
Premium: With respect to any Distribution Date, an amount
equal to 1/12th of the product of (a) the
Certificate Principal
Balance of the
Class A-2 Certificates as of such
Distribution
Date (prior to giving
effect to
any distributions thereon on such Distribution Date) and (b) the premium
percentage (as defined in a letter
agreement among the Certificate Insurer,
Credit Suisse First Boston LLC, Lehman
Brothers, Inc. and the Trustee).
Insured
Certificateholder: Any Certificate Owner of an Insured
Certificate.
Insured Certificates:
Any one of the Class A-2 Certificates.
Insured Payment: With
respect to the Insured Certificates and (a) as of
any Distribution Date, any Deficiency
Amount, and (b) any Preference Amount.
Interest Accrual
Period: With respect to any Certificates and any
Distribution Date, the calendar month preceding the month in which such
Distribution Date occurs.
Interest Only Certificates: Any one of the Class A-V
Certificates. The
Interest Only Certificates will have no
Certificate Principal Balance.
Living Owner: A Certificate Owner of an Insured Certificate other
than a
Deceased Holder.
Lockout Amount: With
respect to any Distribution Date, an amount equal
to the sum of the following:
(a) the product of (i)
the Lockout
Percentage
for such Distribution
Date, and (ii) the aggregate collections described in clauses
(1), (2) and (5),
to the extent clause (5) relates to clause (1) or (2), of Section
4.02(a)(ii)(y)(A) without regard to the Senior Percentage and the Senior
Accelerated Distribution Percentage on such
Distribution Date, plus
(b) the product of (i)
the Lockout
Percentage
for that Distribution
Date, (ii) the Lockout Prepayment Percentage for such Distribution Date, and
(iii) the aggregate collections described in clauses
(3) and (5), to the extent
clause (5) relates to clause (3) of Section
4.02(a)(ii)(y)(A)
without regard to
the Senior Accelerated Distribution
Percentage on such Distribution Date.
Lockout Certificates:
The Class A-4, Class A-6, Class A-7 and Class A-9
Certificates.
Lockout Percentage:
With respect to any
Distribution Date prior to the
Distribution Date in December 2006, zero, and
with respect to such Distribution
Date and any Distribution Date thereafter, the lesser of (a) 99% and (b) a
fraction, expressed as a percentage, (i) the numerator of which is the
sum of
the aggregate Certificate Principal Balances of the Lockout
Certificates and
$24,501,870, and (ii) the denominator of
which is the aggregate Stated Principal
Balance of the Mortgage Loans other than
the Discount Fraction
of each Discount
Mortgage Loan.
Lockout Prepayment Percentage: For any Distribution Date occurring
prior
to the Distribution Date in December 2010, 0%. For any Distribution Date
occurring after the first five years
following the Closing Date, a percentage
determined as follows: (i) for any
Distribution Date during the sixth year after
the Closing Date, 30%; (ii) for any Distribution Date during the seventh year
after the Closing Date, 40%; (iii) for any
Distribution
Date during the
eighth
year after the Closing Date, 60%; (iv) for any Distribution Date during the
ninth year after the Closing Date, 80%; and (v) for any Distribution Date
thereafter, 100%.
Maturity Date: With respect to each Class of Certificates,
November 25,
2035, the Distribution Date immediately
following the latest
scheduled maturity
date of any Mortgage Loan.
Mortgage Loan Schedule: The list or lists of the Mortgage Loans
attached
hereto as Exhibit One (as amended
from time to time to
reflect the addition
of
Qualified Substitute Mortgage Loans), which list or lists shall set
forth the
following information as to each Mortgage
Loan:
(a) the
Mortgage Loan identifying number ("RFC LOAN #");
(b) the
maturity of the Mortgage Note ("MATURITY DATE");
(c) the
Mortgage Rate ("ORIG RATE");
(d) the
Subservicer pass-through rate ("CURR NET");
(e) the
Net Mortgage Rate ("NET MTG RT");
(f) the
Pool Strip Rate ("STRIP");
(g)
the initial scheduled monthly payment of principal, if any, and
interest ("ORIGINAL P & I");
(h) the
Cut-off Date Principal
Balance ("PRINCIPAL
BAL"); (i) the
Loan-to-Value Ratio at origination ("LTV");
(j) the
rate at which the
Subservicing Fee
accrues ("SUBSERV
FEE")
and at which the Servicing Fee accrues ("MSTR SERV FEE");
(k) a
code "T," "BT" or "CT" under the column "LN FEATURE,"
indicating that the
Mortgage Loan is secured by a second or
vacation residence; and
(l) a code
"N" under the column
"OCCP CODE," indicating that the
Mortgage Loan is secured by a non-owner occupied residence.
Such schedule may consist of multiple
reports that collectively set forth all of
the information required.
Non-Discount Mortgage
Loan: The mortgage
loans other than the Discount
Mortgage Loans.
Notional Amount: As of
any Distribution Date
with respect to any Class
A-V Certificates, an amount equal to the aggregate
Stated Principal Balance of
the Mortgage Loans as of the day
immediately preceding
such Distribution
Date
(or, with respect to the initial
Distribution Date, at
the close of business on
the Cut-off Date). For federal income tax
purposes, as of any Distribution Date,
with respect to any Class A-V Certificates or Subclass
thereof issued
pursuant
to Section 5.01(c), the aggregate Stated
Principal Balance of the Mortgage Loans
corresponding to the Uncertificated REMIC I
Regular Interests Z corresponding to
such Class or Subclass as of the day
immediately
preceding such Distribution
Date (or, with respect to the initial Distribution Date, at the close of
business on the Cut-off Date).
Pass-Through Rate: With respect to the Class A Certificates
(other than
the Class A-V Certificates and Principal Only Certificates), Class M
Certificates, Class B Certificates and
Class R Certificates and any Distribution
Date, the per annum rates set forth in the
Preliminary Statement
hereto. With
respect to the Class A-V Certificates
(other than any
Subclass thereof) and any
Distribution Date, 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 0.1933% 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
corresponding to such Subclass as of
the Due Date in the related Due Period,
weighted on the basis
of the respective
Stated Principal Balances of such Mortgage Loans as of the day immediately
preceding such Distribution Date (or with respect to the
initial
Distribution
Date, at the close of business on the Cut-Off Date). The Principal Only
Certificates have no Pass-Through Rate and are not entitled to Accrued
Certificate Interest.
Pool Strip Rate: With
respect to each
Mortgage Loan, a per
annum rate
equal to the excess of (a) the Net Mortgage
Rate of such Mortgage
Loan over (b)
the Discount Net Mortgage Rate (but not
less than 0.00%) per annum.
Preference Amount:
Any amount previously distributed to an Insured
Certificateholder on an Insured Certificate
that is recoverable and sought to be
recovered from such Certificateholder as a voidable preference by a
trustee in
bankruptcy pursuant to the United States
Bankruptcy Code (11 U.S.C.), as amended
from time to time, pursuant to a final
nonappealable order of a court exercising
proper jurisdiction in an insolvency
proceeding.
Prepayment Assumption: A prepayment assumption of 300% of the
prepayment
speed assumption, used for determining the accrual of
original issue discount
and market discount and premium on the Certificates for federal income tax
purposes. The prepayment speed assumption
assumes a constant rate of prepayment
of mortgage loans of 0.2% per annum of the
then outstanding principal balance of
such mortgage loans in the first month of the life of the mortgage loans,
increasing by an additional 0.2% per annum in each
succeeding
month until the
thirtieth month, and a constant 6% per annum rate
of prepayment
thereafter for
the life of the mortgage loans.
Prepayment
Distribution
Percentage: With
respect to any
Distribution
Date and each Class of Subordinate Certificates, under the applicable
circumstances set forth below, the
respective percentages set forth below:
(i) For any Distribution Date prior to the Distribution
Date in
December 2010 (unless the Certificate Principal Balances of the Senior
Certificates (other
than the Class A-P Certificates) have been reduced
to zero), 0%.
(ii) For any
Distribution Date for
which clause (i) above
does
not apply,
and on which
any Class of Subordinate Certificates is
outstanding with a Certificate Principal Balance greater than
zero:
(a) in the case of the Class of Subordinate Certificates
then outstanding
with the Highest
Priority and each other Class
of Subordinate
Certificates
for which the
related Prepayment
Distribution Trigger has been satisfied, a fraction, expressed
as
a percentage, the numerator of which is the Certificate
Principal
Balance of such
Class immediately prior to such date and the
denominator of
which is the sum of the Certificate Principal
Balances immediately
prior to such date of (1) the Class of
Subordinate
Certificates then
outstanding
with the Highest
Priority and (2) all other Classes of Subordinate Certificates
for which the respective Prepayment Distribution Triggers have
been satisfied; and
(b) in the
case of each other Class of Subordinate
Certificates for which the Prepayment Distribution Triggers have
not been satisfied, 0%; and
(iii) Notwithstanding
the foregoing,
if the application of
the
foregoing percentages
on any Distribution
Date as provided in
Section
4.02 of this Series Supplement (determined without regard to the
proviso
to the definition of "Subordinate Principal Distribution Amount")
would
result in a distribution in respect of principal of any Class or
Classes
of Subordinate Certificates in an amount greater than the remaining
Certificate Principal
Balance thereof (any such class, a "Maturing
Class"), then:
(a) the Prepayment Distribution Percentage of each
Maturing Class
shall be reduced to a level that, when applied as
described above, would exactly reduce the Certificate Principal Balance
of such Class to zero;
(b) the Prepayment
Distribution
Percentage of
each other
Class of Subordinate Certificates (any such Class, a
"Non-Maturing Class")
shall be recalculated in accordance with the
provisions in
paragraph (ii) above,
as if the Certificate Principal
Balance of each Maturing Class had been reduced to zero (such
percentage
as recalculated, the "Recalculated Percentage"); (c) the total
amount of
the reductions
in the Prepayment Distribution Percentages of the
Maturing Class or
Classes pursuant to clause (a) of this sentence,
expressed as an
aggregate percentage, shall be allocated among the
Non-Maturing Classes
in proportion
to their respective Recalculated
Percentages (the portion of such aggregate reduction so allocated
to any
Non-Maturing Class, the "Adjustment Percentage"); and (d) for purposes
of such Distribution
Date, the Prepayment
Distribution
Percentage of
each Non-Maturing
Class shall be equal to the sum of (1) the Prepayment
Distribution
Percentage thereof,
calculated
in accordance with the
provisions in
paragraph (ii) above as if the Certificate Principal
Balance of each
Maturing Class had not
been reduced to zero,
plus (2)
the related Adjustment Percentage.
Principal Only
Certificates: Any one
of the Class A-3 Certificates and
the Class A-P Certificates.
Random Lot: With respect to any Distribution Date, the method by which
the Depository will determine which Insured
Certificates will be paid, using its
established random lot procedures or, if
the Insured
Certificates are no longer
represented by a Book Entry Certificate,
using the Trustee's procedures.
Record Date: With
respect to each
Distribution Date and
each Class of
Certificates, the close of business on the last
Business Day of the
month next
preceding the month in which the related
Distribution Date occurs.
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.
Relief Act: The Servicemembers Civil Relief Act, as amended, or
similar
legislation or regulations as in effect
from time to time.
REMIC I: The
segregated pool of
assets with
respect to which a
REMIC
election is to be made, consisting of:
(i) the Mortgage Loans and the related Mortgage Files and
collateral securing such Mortgage Loans,
(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,
(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, and
(v) all proceeds of clauses (i) through (iv) above.
Notwithstanding the foregoing, the REMIC election with respect to
REMIC
I specifically excludes the Rounding
Account and the Reserve Fund.
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.
Reserve Fund: Any one
or more segregated
trust accounts established
pursuant to Section 4.11 that are Eligible Accounts, which shall be titled
"Reserve Fund, U.S. Bank National Association, as trustee for the registered
holders of Residential Funding Mortgage Securities I, Inc., Mortgage Pass
Through Certificates, Series 2005-S7, Class
A-2."
Reserve Fund Deposit:
$30,000.
Reserve Fund Withdrawal: As defined in Section 4.11.
Residential Funding:
Residential Funding Corporation.
Rounding Account: With respect to the Insured Certificates,
the account
created and maintained for such Insured
Certificates pursuant to Section 4.09.
Rounding Amount:
With respect to the
Rounding Account,
the amount of
funds, if any, needed to be withdrawn and used to round the amount of any
distributions in reduction of the
Certificate Principal
Balance of the
Insured
Certificates upward to the next higher
integral multiple of $1,000.
Scheduled Final Distribution Date: November 25, 2035.
Senior Certificate:
Any one of the
Class A Certificates or Class R
Certificates, executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed to the
Standard Terms as Exhibit A
and Exhibit D, respectively.
Senior Interest Distribution Amount: As defined in Section
4.02(a)(i).
Senior Percentage: As of any Distribution Date, the lesser of 100%
and a
fraction, expressed as a percentage, the numerator of which is the
aggregate
Certificate Principal Balance of the Senior
Certificates (other
than the Class
A-P Certificates) immediately prior to such Distribution Date and the
denominator of which is the aggregate
Stated Principal Balance of all of the
Mortgage Loans (or related REO Properties) (other than the related
Discount
Fraction of each Discount Mortgage Loan) immediately prior
to such Distribution
Date.
Senior Principal
Distribution Amount:
As to any Distribution Date, the
lesser of (a) the balance of the Available
Distribution
Amount remaining
after
the distribution of all amounts
required to be
distributed pursuant
to Section
4.02(a)(x), with respect to the Insurance Premium only, Section 4.02(a)(i),
Section 4.02(a)(ii)(X) (or, on or after the Credit
Support Depletion Date, the
amount required to be distributed to the
Class A-P
Certificateholders
pursuant
to Section 4.02(c)) and Section 4.02(b)(ii) and (b) the sum of the
amounts
required to be distributed to the Senior
Certificateholders on such Distribution
Date pursuant to Section
4.02(a)(ii)(Y).
Senior Support Certificates: The Class A-7 and Class A-9
Certificates.
Senior Underwriter:
Credit Suisse First Boston LLC.
Special Hazard Amount:
As of any Distribution
Date, an amount equal to
$3,117,234 minus the sum of (i) the aggregate
amount of Special
Hazard Losses
allocated solely to one or more specific
Classes of
Certificates in accordance
with Section 4.05 of this Series
Supplement and (ii)
the Adjustment Amount
(as
defined below) as most recently calculated.
For each anniversary
of the Cut-off
Date, the Adjustment Amount shall be equal to the
amount, if any, by
which the
amount calculated in accordance
with the preceding
sentence (without giving
effect to the deduction of the Adjustment
Amount for such
anniversary)
exceeds
the greater of (A) the greatest of (i)
twice the outstanding
principal balance
of the Mortgage Loan in the Trust Fund which has the largest outstanding
principal balance on the Distribution Date immediately preceding such
anniversary, (ii) the product of 1.00%
multiplied by the outstanding principal
balance of all Mortgage Loans on the
Distribution
Date immediately preceding
such anniversary and (iii) the aggregate
outstanding
principal balance (as of
the immediately preceding Distribution
Date) of the Mortgage Loans in any single
five-digit California zip code area with
the largest amount of Mortgage Loans by
aggregate principal balance as of such anniversary and (B) the greater of
(i)
the product of 0.50% multiplied by the outstanding principal balance of all
Mortgage Loans on the Distribution
Date immediately
preceding such
anniversary
multiplied by a fraction, the numerator of which is equal to the
aggregate
outstanding principal balance (as of the immediately preceding Distribution
Date) of all of the Mortgage Loans secured by Mortgaged
Properties
located in
the State of California divided by the
aggregate outstanding
principal balance
(as of the immediately preceding Distribution Date) of all of the Mortgage
Loans, expressed as a percentage, and the
denominator of which is equal to 34.5%
(which percentage is equal to the
percentage of Mortgage Loans initially secured
by Mortgaged Properties located in the State of California) and (ii) the
aggregate outstanding principal balance (as of the immediately preceding
Distribution Date) of the largest Mortgage Loan
secured by a Mortgaged Property
located in the State of California.
The Special Hazard Amount may be further reduced by the Master Servicer
(including accelerating the manner in which
coverage is reduced)
provided that
prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such
reduction shall not reduce the
rating assigned to any Class of
Certificates
by such Rating
Agency (without
giving effect to the Financial Guaranty Insurance Policy in the
case of ratings
of the Insured Certificates by Moody's or S&P) below the lower of the
then-current rating or the rating assigned to such Certificates as of the
Closing Date by such Rating Agency and (ii) provide a copy of such
written
confirmation to the Trustee.
Subordinate
Principal
Distribution
Amount: With
respect to any
Distribution Date and each Class of
Subordinate Certificates, (a) the sum of (i)
the product of (x) the related Subordinate Class Percentage for such Class
and
(y) the aggregate of the amounts
calculated
for such Distribution Date under
clauses (1), (2) and (3) of Section
4.02(a)(ii)(Y)(A) of
this Series Supplement
(without giving effect to the Senior
Percentage)
to the extent not
payable to
the Senior Certificates; (ii) such Class's pro rata share, based on the
Certificate Principal Balance of each Class of
Subordinate
Certificates then
outstanding, of the principal collections
described
in Section
4.02(a)(ii)(Y)(B)(b) of this Series Supplement (without giving effect to the
Senior Accelerated Distribution Percentage) to the extent such
collections are
not otherwise distributed to the Senior
Certificates; (iii)
the product of (x)
the related Prepayment Distribution Percentage and (y) the aggregate of all
Principal Prepayments in Full received in the related
Prepayment
Period and
Curtailments received in the preceding
calendar month (other than the related
Discount Fraction of such Principal
Prepayments in Full
and Curtailments
with
respect to a Discount Mortgage Loan) to the extent not
payable to the
Senior
Certificates; (iv) if such Class is the Class of
Subordinate
Certificates with
the Highest Priority, any Excess Subordinate Principal Amount for such
Distribution Date; and (v) any amounts
described in clauses (i), (ii) and (iii)
as determined for any previous Distribution Date, that remain
undistributed to
the extent that such amounts are not
attributable to
Realized Losses which have
been allocated to a Class of Subordinate
Certificates
minus (b) the sum of
(i)
with respect to the Class of Subordinate
Certificates with the
Lowest Priority,
any Excess Subordinate Principal Amount for
such Distribution Date; and (ii) the
Capitalization Reimbursement Amount for such Distribution Date,
other than the
related Discount Fraction of any portion of
that amount related to each Discount
Mortgage Loan, multiplied by a fraction, the numerator of which is the
Subordinate Principal Distribution Amount for such Class of Subordinate
Certificates, without giving effect to this
clause (b)(ii), and the denominator
of which is the sum of the principal distribution amounts for all Classes of
Certificates other than the Class A-P
Certificates, without giving effect to any
reductions for the Capitalization
Reimbursement Amount.
Super Senior
Certificates:
The Class A-1, Class A-4 and Class A-6
Certificates.
Trust Fund: The
segregated pool of assets consisting of:
(i) the Mortgage Loans and the related Mortgage Files and
collateral securing such Mortgage Loans,
(ii) all payments on and collections in respect of the Mortgage
Loans due after the Cut-off Date (other than Monthly Payments due
in the
month of the Cut-off
Date) as shall
be on deposit in the Custodial
Account or in the Certificate Account and identified as belonging
to the
Trust Fund,
(iii) property
that secured a Mortgage Loan and that has been
acquired for the benefit of the Certificateholders by foreclosure or
deed in lieu of foreclosure,
(iv) the hazard insurance policies and Primary Insurance
Policies, if any,
(v) [Reserved],
(vi) with respect to the Class A-2 Certificates only, the
Reserve
Fund, the Financial Guaranty Insurance Policy and the Rounding
Account.
(vii) all proceeds of clauses (i) through (vi) above.
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 their respective
Uncertificated Pass-Through Rates reduced by such
Certificate's pro-rata
share
of any prepayment interest shortfalls or other
reductions of interest allocable
to the Class A-V Certificates, pursuant to
Section 4.2.
Uncertificated
Pass-Through
Rate: With
respect to each of the
Uncertificated REMIC I Regular Interest,
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, the Pool Strip Rate
for the related
Mortgage Loan,
and with respect to each Uncertificated
REMIC II Regular Interest Z, 100% of the
Uncertificated Pass-Through Rate on the related indentically numbered
Uncertificted REMIC I Regular Interest
Z.
Uncertificated
Principal Balance:
With respect to each
Uncertificated
REMIC I Regular Interest, other than the Uncertificated REMIC I Regular
Interests Z, as defined in the definition of Uncertificated REMIC I Regular
Interest.
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).
<TABLE>
<CAPTION>
UNCERTIFICATED REMIC I
RELATED CLASSES OF
INITIAL PRINCIPAL
REGULAR INTEREST
CERTIFICATES
PASS-THROUGH RATE
BALANCE
<S>
<C>
<C>
<C>
<C>
W
Class A-2, Class A-3
5.50%
$32,290,910
X
Class A-P
0.00%
$1,547,234
Y
Class A-1, Class
5.50%
$277,885,151
A-4, Class A-5, Class
A-6, Class A-7, Class
A-8, Class A-9, Class
R-II, Class M-1,
Class M-2, Class M-3,
Class B-1, Class B-2,
Class B-3
</TABLE>
Uncertificated
REMIC I Regular Interests Z: Each of the 695
uncertificated partial undivided beneficial ownership interests in the Trust
Fund, numbered sequentially from 1 to 695, 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 695
uncertificated partial undivided beneficial ownership interests in REMIC II
numbered sequentially from 1 through 695 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 100% of the Uncertificated
Pass-Through Rate on the related
identically
numbered Uncertificated REMIC I
Regular Interest Z, comprising such
Uncertificated REMIC II Regular Interest 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 II Regular Interests Z for such
Distribution Date pursuant to Section
10.04(a).
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.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage
Loans.
(a) The Company, concurrently with the execution and delivery hereof, does
hereby assign to the Trustee without
recourse all the right, title and interest
of the Company in and to the Mortgage Loans, including all interest and
principal received on or with respect to the
Mortgage Loans after the Cut-off
Date (other than payments of principal and
interest due on the Mortgage Loans in
the month of the Cut-off Date).
In connection with
such transfer and assignment
the Company does hereby deliver to the
Trustee the Financial
Guaranty Insurance
Policy. The Company, the Master Servicer and the Trustee agree
that it is not
intended that any mortgage loan be included in the Trust that is (i) a
"High-Cost Home Loan" as defined in the New
Jersey Home Ownership
Security 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.
(b) - (h) (See Section 2.01(b) - (h) of the Standard Terms)
Section 2.02 Acceptance by Trustee.
(See Section 2.02 of
the Standard Terms)
Section 2.03 Representations, Warranties and Covenants of the
Master Servicer
and the Company.
(a) For representations, warranties and covenants of the
Master Servicer,
see Section 2.03(a) of the Standard Terms.
(b) The Company hereby represents and warrants to the Trustee for the
benefit of
Certificateholders
that as of the
Closing Date (or, if
otherwise specified below, as of the date so specified):
(i) No Mortgage
Loan is 30 or more
days Delinquent in
payment of principal
and interest
as of the Cut-off
Date and no Mortgage
Loan has been so
Delinquent more than
once in the 12-month
period prior to the
Cut-off
Date;
(ii) The information set forth in Exhibit One hereto
with respect to each
Mortgage Loan or the
Mortgage Loans, as the case may be, is true
and
correct in all material respects at the date or dates
respecting which
such information is furnished;
(iii) The Mortgage Loans are fully-amortizing (subject to interest only
periods, if
applicable),
fixed-rate mortgage
loans with level Monthly
Payments due, with respect to a majority of the Mortgage
Loans, on the
first day of each
month and terms to maturity at origination or
modification of not more than 30 years;
(iv) To the best of the
Company's knowledge, if a Mortgage Loan is secured by
a Mortgaged Property with a Loan-to-Value Ratio at origination in
excess
of 80%, such Mortgage Loan is the subject of a Primary Insurance Policy
that insures that (a)
at least 30% of the Stated Principal Balance of
the Mortgage Loan at origination if the Loan-to-Value Ratio is between
95.00% and 90.01%, (b) at least 25% of such balance if the
Loan-to-Value
Ratio is between 90.00% and 85.01%, and (c) at least 12% of such
balance
if the Loan-to-Value
Ratio is between 85.00% and 80.01%. To the best of
the Company's
knowledge, each such
Primary Insurance Policy is in full
force and effect and the Trustee is entitled to the benefits
thereunder;
(v) The issuers of
the Primary Insurance
Policies are insurance
companies
whose claims-paying
abilities are
currently acceptable
to each Rating
Agency;
(vi) No more than 1.6% of the Mortgage Loans by aggregate Cut-off Date
Principal Balance are secured by Mortgaged Properties located in
any one
zip code area in the
State of Virginia and no more than 0.9% of the
Mortgage Loans by aggregate Cut-off Date Principal
Balance are
secured
by Mortgaged
Properties
located in any one zip
code area outside
the
State of Virginia;
(vii) The improvements upon the
Mortgaged Properties
are insured against loss
by fire and other
hazards as required by the Program Guide, including
flood insurance if
required under the National Flood Insurance Act of
1968, as amended. The
Mortgage requires the
Mortgagor to maintain such
casualty insurance at
the Mortgagor's
expense, and on the
Mortgagor's
failure to do so,
authorizes the holder
of the Mortgage to
obtain and
maintain such
insurance at the Mortgagor's expense and to seek
reimbursement 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 25.30% of
the Mortgage
Loans by aggregate Cut-off Date
Principal Balance were underwritten under a reduced loan documentation
program;
(x) Each Mortgagor
represented in its
loan application with
respect to the
related Mortgage
Loan
that
the Mortgaged Property would be
owner-occupied and therefore would not be an investor property as
of the
date of origination of such Mortgage Loan. No Mortgagor is a
corporation
or a partnership;
(xi) None of the Mortgage
Loans is a Buydown 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);
(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) One Mortgage Loan,
representing approximately 0.2% of the Mortgage Pool,
is a Cooperative Loan;
(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 contains in the related Mortgage File a
Destroyed Mortgage Note; and
(xviii) None of the Mortgage Loans are Pledged Asset Loans or Additional
Collateral Loans.
It is understood and agreed that the
representations and warranties set forth in
this Section 2.03(b) shall survive delivery
of the respective
Mortgage Files to
the Trustee or any Custodian.
Upon discovery by any of the Company, the Master Servicer,
the Trustee,
or any Custodian of a breach of any of the
representations
and warranties set
forth in this Section 2.03(b) that materially and adversely affects the
interests of the Certificateholders in any Mortgage
Loan, the party discovering
such breach shall give prompt written
notice to the other parties (any Custodian
being so obligated under a Custodial
Agreement); provided,
however, that in the
event of a breach of the representation and warranty set forth in Section
2.03(b)(xii), the party discovering such breach shall give such notice
within
five days of discovery. Within 90 days of
its discovery or its receipt of notice
of breach, the Company shall either (i) cure such breach in all material
respects or (ii) purchase such Mortgage
Loan from the Trust Fund at the Purchase
Price and in the manner set forth in
Section 2.02;
provided that the Company
shall have the option to substitute a Qualified Substitute Mortgage Loan or
Loans for such Mortgage Loan if such substitution occurs within two years
following the Closing Date; provided that if the omission or
defect would cause
the Mortgage Loan to be other than a
"qualified mortgage"
as defined in Section
860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days
from the date such breach was discovered. Any such substitution shall be
effected by the Company under the same terms and
conditions
as provided in
Section 2.04 for substitutions by Residential Funding. It is understood and
agreed that the obligation of the Company to cure
such breach or to so purchase
or substitute for any Mortgage Loan as to which
such a breach has occurred and
is continuing shall constitute the sole
remedy respecting such
breach available
to the Certificateholders or the Trustee on behalf of the
Certificateholders.
Notwithstanding the foregoing, the Company shall not be required to cure
breaches or purchase or substitute for Mortgage Loans as provided in this
Section 2.03(b) if the substance of the breach of a
representation
set forth
above also constitutes fraud in the
origination of the Mortgage Loan.
Section 2.04 Representations and Warranties
of Sellers. (See Section 2.04 of the
Standard Terms)
Section 2.05 Execution and Authentication
of Class R-I Certificates.
The Trustee
acknowledges the assignment to it of the Mortgage Loans and
the delivery of the Mortgage Files to it, or any Custodian on its behalf,
subject to any exceptions noted, together
with the assignment to it of all other
assets included in the Trust Fund, receipt of which is hereby
acknowledged.
Concurrently with such delivery and in
exchange 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 and REMIC II
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
beneficial interest in the entire REMIC
II.
Section 2.08 Purposes and Powers of the
Trust. (See Section 2.08 of the Standard
Terms).
Section 2.09 Agreement Regarding Ability
to Disclose.
The Company,
the Master Servicer and the Trustee hereby agree,
notwithstanding any other express or
implied agreement to the contrary, that any
and all Persons, and any of their respective
employees,
representatives,
and
other agents may disclose, immediately upon commencement of
discussions, to any
and all Persons, without limitation of any kind, the tax treatment and tax
structure of the transaction and all materials of any kind
(including
opinions
or other tax analyses) that are provided to any of them
relating to such
tax
treatment and tax structure. For purposes of this paragraph, the terms "tax
treatment" and "tax structure" are defined under Treasury Regulation ss.
1.6011-4(c).
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Master Servicer to Act as
Servicer.
(a) The Master Servicer shall service and administer the Mortgage Loans in
accordance with the terms of this Agreement
and the respective
Mortgage Loans,
following such procedures as it would
employ in its good faith business judgment
and which are normal and usual in its
general mortgage servicing activities, and
in the case of the Mortgage Loans being subserviced by Wells Fargo, such
procedures that comply with applicable
federal, state and local law and that are
in accordance with accepted mortgage servicing practices of prudent mortgage
lending institutions which service loans
of the same type as the Mortgage Loans
in the jurisdiction in which the related Mortgaged Property is located, and
shall have full power and authority, acting alone or through
Subservicers
as
provided in Section 3.02, to do any and all things which it
may deem necessary
or desirable in connection with such servicing and administration. Without
limiting the generality of the foregoing,
the Master Servicer in its own name or
in the name of a Subservicer is hereby authorized and empowered by the
Trustee
when the Master Servicer or the Subservicer, as the case may be, believes it
appropriate in its best judgment, to execute and deliver, on behalf of the
Certificateholders and the Trustee or any of them,
any and all
instruments of
satisfaction or cancellation, or of partial or full release or
discharge, or of
consent to assumption or modification in
connection with a proposed conveyance,
or of assignment of any Mortgage and Mortgage Note in connection with the
repurchase of a Mortgage Loan and all other comparable instruments, or with
respect to the modification or re-recording of a Mortgage for the purpose
of
correcting the Mortgage, the subordination of the lien of
the Mortgage in favor
of a public utility company or government
agency or unit with
powers of eminent
domain, the taking of a deed in lieu of foreclosure, the commencement,
prosecution or completion of judicial or non-judicial foreclosure, the
conveyance of a Mortgaged Property to the related
Insurer, the acquisition of
any property acquired by foreclosure or deed in lieu of foreclosure, or the
management, marketing and conveyance of any
property acquired by foreclosure or
deed in lieu of foreclosure with respect to the Mortgage Loans
and with respect
to the Mortgaged Properties. The Master Servicer further is authorized and
empowered by the Trustee, on behalf of the
Certificateholders
and the Trustee,
in its own name or in the name of the
Subservicer,
when the Master
Servicer or
the Subservicer, as the case may be, believes it is appropriate in its best
judgment to register any Mortgage Loan on the MERS(R) System, or cause the
removal from the registration of any Mortgage Loan on the
MERS(R) System,
to
execute and deliver, on behalf of the
Trustee and the
Certificateholders or any
of them, any and all instruments of
assignment and other comparable instruments
with respect to such assignment or re-recording of a Mortgage in the name of
MERS, solely as nominee for the Trustee
and its successors
and assigns. Any
expenses incurred in connection with the actions described in the preceding
sentence shall be borne by the Master Servicer in accordance with Section
3.16(c), with no right of reimbursement;
provided, that if, as
a result of MERS
discontinuing or becoming unable to continue
operations in
connection with the
MERS System, it becomes necessary to remove any
Mortgage Loan from registration
on the MERS System and to arrange for the
assignment of the related Mortgages to
the Trustee, then any related expenses shall be reimbursable to the Master
Servicer. Notwithstanding the foregoing,
subject to Section 3.07(a), the Master
Servicer shall not permit any modification with respect to any Mortgage
Loan
that would both constitute a sale or exchange of
such Mortgage Loan
within the
meaning of Section 1001 of the Code and any proposed, temporary or final
regulations promulgated thereunder (other than in connection
with a proposed
conveyance or assumption of such Mortgage Loan that is
treated as a Principal
Prepayment in Full pursuant to Section 3.13(d) hereof) and cause any REMIC
formed under the Series Supplement to fail
to qualify as a REMIC under the Code.
The Trustee shall furnish the Master Servicer with any powers of
attorney and
other documents necessary or appropriate to enable the Master Servicer to
service and administer the Mortgage
Loans. The Trustee shall not be liable
for
any action taken by the Master Servicer or any Subservicer pursuant to such
powers of attorney. In servicing and administering any
Nonsubserviced
Mortgage
Loan, the Master Servicer shall, to the extent not inconsistent with this
Agreement, comply with the Program
Guide as if it were
the originator of
such
Mortgage Loan and had retained the
servicing rights and
obligations in
respect
thereof. In connection with servicing and
administering the Mortgage Loans, the
Master Servicer and any Affiliate of the Master Servicer (i) may perform
services such as appraisals and brokerage services that are not customarily
provided by servicers of mortgage loans, and shall be entitled to
reasonable
compensation therefor in accordance
with Section 3.10 and
(ii) may, at its own
discretion and on behalf of the Trustee,
obtain credit
information in the
form
of a "credit score" from a credit
repository.
(b) (See Section
3.01(b) - (c) of the Standard Terms)
Section
3.02 Subservicing
Agreements Between
Master Servicer and
Subservicers;
Enforcement of
Subservicers' and
Sellers'
Obligations.
(a) The Master Servicer may continue in
effect Subservicing
Agreements entered
into by Residential Funding and
Subservicers prior to the execution and delivery
of this Agreement, and may enter into new Subservicing Agreements with
Subservicers, for the servicing and administration of all or some of the
Mortgage Loans. Each Subservicer shall be
either (i) an institution the accounts
of which are insured by the FDIC or (ii)
another entity that engages in the
business of originating or servicing
mortgage loans, and in either case shall be
authorized to transact business in the state or states in which
the related
Mortgaged Properties it is to service are situated, if and to the extent
required by applicable law to enable the
Subservicer to perform
its obligations
hereunder and under the Subservicing Agreement, and in either case shall be a
Freddie Mac, Fannie Mae or HUD approved
mortgage servicer. In addition, any
Subservicer of a Mortgage Loan insured by the FHA must be an FHA-approved
servicer, and any Subservicer of a Mortgage
Loan guaranteed by the VA must be a
VA-approved servicer. Each Subservicer of a Mortgage
Loan shall be entitled to
receive and retain, as provided in the related
Subservicing
Agreement and in
Section 3.07, the related Subservicing Fee
from payments of interest received on
such Mortgage Loan after payment of all amounts
required to be
remitted to the
Master Servicer in respect of such
Mortgage Loan. For any Mortgage Loan that is
a Nonsubserviced Mortgage Loan, the Master
Servicer shall be entitled to receive
and retain an amount equal to the
Subservicing
Fee from payments of interest.
Unless the context otherwise requires, references in this Agreement to
actions
taken or to be taken by the Master
Servicer in
servicing the Mortgage Loans
include actions taken or to be taken by a
Subservicer
on behalf of the
Master
Servicer. Each Subservicing Agreement will
be upon such terms and conditions as
are generally required by, permitted by or
consistent with the Program Guide and
are not inconsistent with this Agreement and as the Master Servicer and the
Subservicer have agreed; provided that, the Subservicing
Agreement between
the
Master Servicer and Wells Fargo will be
upon such terms and
conditions as are
consistent with this Agreement and as the
Master Servicer and
the Subservicer
have agreed, which may not be consistent with the Program Guide. With the
approval of the Master Servicer, a Subservicer may delegate its servicing
obligations to third-party servicers, but
such Subservicer will remain obligated
under the related Subservicing Agreement.
The Master Servicer
and a Subservicer
may enter into amendments thereto or a
different form of Subservicing Agreement,
and the form referred to or included in the
Program Guide is merely provided for
information and shall not be deemed to limit
in any respect the
discretion of
the Master Servicer to modify or enter into
different Subservicing
Agreements;
provided, however, that any such amendments or different forms shall be
consistent with and not violate the
provisions of either
this Agreement or the
Program Guide in a manner which would materially and adversely affect the
interests of the Certificateholders (without regard to the Financial
Guaranty
Insurance Policy). The Program Guide and any other Subservicing Agreement
entered into between the Master Servicer
and any Subservicer
shall require the
Subservicer to accurately and fully report
its borrower credit
files to each of
the Credit Repositories in a timely
manner.
(b) (See Section 3.02(b) of the Standard
Terms)
Section 3.03 Successor Subservicers. (See
Section 3.03 of the Standard Terms)
Section 3.04 Liability of the Master
Servicer. (See Section 3.04 of the Standard
Terms)
Section 3.05 No Contractual Relationship Between Subservicer and Trustee or
Certificateholders. (See Section 3.05 of the Standard Terms)
Section 3.06 Assumption or Termination of
Subservicing
Agreements by
Trustee.
(See Section 3.06 of the Standard Terms)
Section 3.07 Collection of Certain Mortgage
Loan Payments; Deposits to Custodial
Account. (See Section 3.07 of the Standard Terms)
Section 3.08 Subservicing Accounts;
Servicing Accounts.
(a) In those cases where a Subservicer
is servicing a
Mortgage Loan pursuant to
a Subservicing Agreement, the Master Servicer shall cause the Subservicer,
pursuant to the Subservicing Agreement, to establish and maintain one or
more
Subservicing Accounts which shall be an
Eligible Account or, if such account is
not an Eligible Account, shall generally
satisfy the requirements of the Program
Guide and be otherwise acceptable to the
Master Servicer and each Rating Agency.
The Subservicer will be required thereby to deposit into the Subservicing
Account on a daily basis, or with respect to the Mortgage
Loans subserviced
by
Wells Fargo, within two (2) Business Days of
receipt, all proceeds
of Mortgage
Loans received by the Subservicer,
less its Subservicing
Fees and
unreimbursed
advances and expenses, to the extent
permitted by the Subservicing Agreement. If
the Subservicing Account is not an Eligible
Account, the Master
Servicer shall
be deemed to have received such monies upon
receipt thereof by the
Subservicer.
The Subservicer shall not be required to deposit
in the Subservicing
Account
payments or collections in the nature of prepayment
charges or late
charges or
assumption fees. On or before the date
specified in the Program Guide, but in no
event later than the Determination Date, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to remit to the Master
Servicer for deposit in the Custodial
Account all funds held in the Subservicing
Account with respect to each Mortgage Loan
serviced by such Subservicer that are
required to be remitted to the Master
Servicer. The Subservicer will also be
required, pursuant to the Subservicing
Agreement, to advance
on such scheduled
date of remittance amounts equal to any scheduled monthly installments of
principal and interest less its Subservicing Fees on any Mortgage Loans for
which payment was not received by the
Subservicer.
This obligation to advance
with respect to each Mortgage Loan will continue up to and
including the first
of the month following the date on which
the related Mortgaged
Property is sold
at a foreclosure sale or is acquired by the Trust Fund by deed in lieu of
foreclosure or otherwise. All such advances received by the Master
Servicer
shall be deposited promptly by it in the
Custodial Account.
(b) (See Section 3.08(b) - (d) of the
Standard Terms)
Section 3.09 Access to Certain Documentation and Information Regarding the
Mortgage Loans. (See Section 3.09 of the Standard Terms)
Section 3.10 Permitted Withdrawals from
the Custodial Account.
(a) The Master
Servicer may, from time to time as provided
herein, make
withdrawals from the
Custodial Account of amounts on deposit
therein
pursuant to Section 3.07 that are attributable to the Mortgage
Loans for
the following purposes:
(i) to make deposits
into the Certificate
Account in the amounts and in the
manner provided for in Section 4.01;
(ii) to reimburse itself or the related Subservicer for previously
unreimbursed Advances,
Servicing Advances or other expenses made
pursuant to Sections 3.01, 3.07(a), 3.08, 3.11, 3.12(a), 3.14 and 4.04
or otherwise reimbursable pursuant to the terms of this Agreement,
such
withdrawal right
being limited to amounts received on the related
Mortgage Loans
(including, for this
purpose, REO Proceeds,
Insurance
Proceeds, Liquidation
Proceeds and proceeds from the purchase of a
Mortgage Loan pursuant to Section 2.02, 2.03, 2.04, 4.07 or 9.01)
which
represent (A) Late
Collections of Monthly
Payments for which any
such
advance was
made in the case of Subservicer Advances or Advances
pursuant to Section
4.04 and (B)
recoveries
of amounts in respect
of
which such advances were made in the case of Servicing
Advances;
(iii) to pay to itself or the
related Subservicer
(if not previously retained
by such Subservicer) out of each payment received by the Master
Servicer
on account of interest on a Mortgage Loan as contemplated by Sections
3.14 and 3.16, an
amount equal to that
remaining portion of any such
payment as to interest
(but not in excess of the Servicing Fee and the
Subservicing Fee, if not previously retained) which, when deducted,
will
result in the remaining amount of such interest
being interest at the
Net Mortgage
Rate (or Modified Net Mortgage Rate in the case of a
Modified Mortgage
Loan) on the amount
specified in the amortization
schedule of the related Mortgage Loan as the principal
balance thereof
at the beginning of the period respecting which such interest was paid
after giving effect to any previous Curtailments;
(iv) to pay to itself as
additional servicing
compensation
any interest or
investment income
earned on funds and
other property
deposited in or
credited to the
Custodial Account that it is entitled to withdraw
pursuant to
Section 3.07(c);
(v) to pay to itself
as additional
servicing compensation
any Foreclosure
Profits, any amounts
remitted by Subservicers as interest in respect of
Curtailments pursuant
to Section 3.08(b),
and any amounts paid by a
Mortgagor in connection with a Principal Prepayment in Full in respect
of interest
for any period during the calendar month in which such
Principal
Prepayment in
Full
is to be distributed to the
Certificateholders;
(vi) to pay to itself,
a Subservicer,
a Seller, Residential Funding, the
Company or any
other appropriate Person, as the case may be, with
respect to each
Mortgage Loan or property acquired in respect thereof
that has been
purchased or otherwise
transferred
pursuant to
Section
2.02, 2.03,
2.04, 4.07 or 9.01,
all amounts received
thereon and not
required to be distributed to the Certificateholders or the
Certificate
Insurer as of the date on which the related Stated Principal
Balance or
Purchase Price is determined;
(vii) to reimburse itself or the related Subservicer for any Nonrecoverable
Advance or
Advances in the manner and to the extent provided in
subsection (c) below,
and any Advance or Servicing Advance made in
connection with a
modified Mortgage Loan
that is in default or, in the
judgment of the
Master Servicer, default is reasonably foreseeable
pursuant to Section 3.07(a), to the extent the amount of the
Advance or
Servicing Advance
was added to the
Stated Principal Balance of the
Mortgage Loan in a prior calendar month, or any Advance
reimbursable to
the Master Servicer pursuant to Section 4.02(a);
(viii) to reimburse itself or the Company for expenses incurred by and
reimbursable to it or the Company pursuant to Sections 3.01(a), 3.11,
3.13, 3.14(c),
6.03, 10.01 or otherwise, or in connection with
enforcing, in
accordance
with
this Agreement, any repurchase,
substitution or indemnification obligation of any Seller (other
than an
Affiliate of the Company) pursuant to the related Seller's
Agreement;
(ix) to reimburse itself
for Servicing Advances
expended by it (a)
pursuant
to Section 3.14 in
good faith in
connection with the
restoration
of
property damaged by an
Uninsured Cause, and
(b) in connection with the
liquidation of a
Mortgage Loan or disposition of an REO Property to the
extent not otherwise reimbursed pursuant to clause (ii) or (viii)
above;
and
(x) to withdraw any
amount deposited in
the Custodial Account
that was not
required to be deposited therein pursuant to Section 3.07.
(xi) to reimburse or pay
any Subservicer any
such amounts as are due thereto
under the applicable
Subservicing Agreement
and have not been retained
by or paid to the
Subservicer, to the
extent provided
in the related
Subservicing Agreement.
(b) (See Section
3.10(b) - (c) of the Standard Terms)
Section 3.11 Maintenance of the Primary Insurance Policies; Collections
Thereunder. (See Section 3.11 of the Standard Terms)
Section 3.12 Maintenance of Fire Insurance
and Omissions and Fidelity Coverage.
(See Section 3.12 of the Standard Terms)
Section 3.13 Enforcement of Due-on-Sale
Clauses; Assumption and Modification
Agreements; Certain
Assignments.
(See Section 3.13 of the Standard
Terms)
Section 3.14 Realization Upon Defaulted
Mortgage Loans.
(a) The Master Servicer shall foreclose upon or otherwise
comparably
convert
(which may include an REO Acquisition) the
ownership of properties securing such
of the Mortgage Loans as come into and
continue in default
and as to which no
satisfactory arrangements can be made for collection of delinquent payments
pursuant to Section 3.07. Alternatively, the Master Servicer may take other
actions in respect of a defaulted Mortgage
Loan, which may include (i) accepting
a short sale (a payoff of the Mortgage Loan for an amount less than the total
amount contractually owed in order to facilitate a sale of the Mortgaged
Property by the Mortgagor) or permitting a short
refinancing
(a payoff of the
Mortgage Loan for an amount less than the
total amount
contractually
owed in
order to facilitate refinancing transactions by the Mortgagor not involving
a
sale of the Mortgaged Property), (ii) arranging for a repayment plan or
(iii)
agreeing to a modification in accordance with Section 3.07. In connection
with
such foreclosure or other conversion or action, the Master Servicer shall,
consistent with Section 3.11, follow such practices and
procedures as it shall
deem necessary or advisable, as shall be normal and usual in its general
mortgage servicing activities and as shall be required or permitted by the
Program Guide, as applicable; provided that the Master
Servicer shall not
be
liable in any respect hereunder if the Master
Servicer is acting in
connection
with any such foreclosure or other conversion in a manner that is consistent
with the provisions of this Agreement.
The Master Servicer,
however, shall not
be required to expend its own funds or incur
other reimbursable charges in
connection with any foreclosure, or attempted foreclosure which is not
completed, or towards the restoration of any
property unless it shall determine
(i) that such restoration and/or foreclosure will increase the proceeds of
liquidation of the Mortgage Loan to Holders of Certificates of one or more
Classes after reimbursement to itself for
such expenses or charges and (ii) that
such expenses or charges will be
recoverable to it through Liquidation Proceeds,
Insurance Proceeds, or REO Proceeds
(respecting which it shall have priority for
purposes of withdrawals from the Custodial Account pursuant to Section 3.10,
whether or not such expenses and charges
are actually
recoverable from
related
Liquidation Proceeds, Insurance Proceeds or REO
Proceeds). In the event of such
a determination by the Master Servicer
pursuant to this
Section 3.14(a),
the
Master Servicer shall be entitled to
reimbursement
of such amounts
pursuant to
Section 3.10.
In addition to the
foregoing, the Master
Servicer shall use its best
reasonable efforts to realize upon any
Additional
Collateral
for such of the
Additional Collateral Loans as come into
and continue in default and as to which
no satisfactory arrangements can be made for
collection of delinquent payments
pursuant to Section 3.07; provided that the
Master Servicer shall not, on behalf
of the Trustee, obtain title to any such
Additional Collateral as a result of or
in lieu of the disposition thereof or otherwise; and provided further that (i)
the Master Servicer shall not proceed with
respect to such Additional Collateral
in any manner that would impair the ability to recover against the related
Mortgaged Property, and (ii) the Master Servicer shall proceed with any REO
Acquisition in a manner that preserves the
ability to apply the proceeds of such
Additional Collateral against amounts owed under the
defaulted Mortgage
Loan.
Any proceeds realized from such Additional
Collateral (other than
amounts to be
released to the Mortgagor or the related
guarantor in accordance with procedures
that the Master Servicer would follow in servicing loans held for its own
account, subject to the terms and conditions of the related Mortgage and
Mortgage Note and to the terms and conditions of any security agreement,
guarantee agreement, mortgage or other agreement
governing the
disposition of
the proceeds of such Additional
Collateral) shall be
deposited in the Custodial
Account, subject to withdrawal pursuant to Section 3.10. Any other payment
received by the Master Servicer in respect
of such Additional
Collateral shall
be deposited in the Custodial Account
subject to withdrawal
pursuant to Section
3.10.
For so long as the
Master Servicer
is the Master
Servicer under the
Credit Support Pledge Agreement and any of the Mortgage
Loans are Pledged Asset
Loans, the Master Servicer shall perform its obligations under the Credit
Support Pledge Agreement in accordance with such
agreement and in a manner that
is in the best interests of the
Certificateholders. Further, the Master Servicer
shall use its best reasonable efforts to realize upon any Pledged Assets for
such of the Pledged Asset Loans as come into and
continue in default
and as to
which no satisfactory arrangements can be made for collection of delinquent
payments pursuant to Section 3.07;
provided that the
Master Servicer shall not,
on behalf of the Trustee, obtain title to
any such Pledged Assets as a result of
or in lieu of the disposition thereof or otherwise; and provided further that
(i) the Master Servicer shall not proceed
with respect to such Pledged Assets in
any manner that would impair the ability to recover against the related
Mortgaged Property, and (ii) the Master Servicer shall proceed with any REO
Acquisition in a manner that preserves the
ability to apply the proceeds of such
Pledged Assets against amounts owed under the defaulted
Mortgage Loan. Any
proceeds realized from such Pledged Assets
(other than amounts to be released to
the Mortgagor or the related guarantor in accordance
with procedures that the
Master Servicer would follow in servicing loans held for its own account,
subject to the terms and conditions of the related Mortgage and Mortgage Note
and to the terms and conditions of any
security agreement,
guarantee agreement,
mortgage or other agreement governing the disposition of the proceeds of
such
Pledged Assets) shall be deposited in the Custodial Account, subject to
withdrawal pursuant to Section 3.10.
Any other payment
received by the
Master
Servicer in respect of such Pledged
Assets shall be
deposited in the
Custodial
Account subject to withdrawal pursuant to
Section 3.10.
Concurrently with the
foregoing,
the Master
Servicer may pursue any
remedies that may be available in
connection with a
breach of a
representation
and warranty with respect to any such
Mortgage Loan in accordance with Sections
2.03 and 2.04. However, the Master Servicer is not required to continue to
pursue both foreclosure (or similar
remedies) with respect to the Mortgage Loans
and remedies in connection with a breach of
a representation and warranty if the
Master Servicer determines in its
reasonable discretion
that one such remedy is
more likely to result in a greater
recovery as to the
Mortgage Loan.
Upon the
occurrence of a Cash Liquidation or REO Disposition, following the deposit in
the Custodial Account of all Insurance
Proceeds, Liquidation
Proceeds and other
payments and recoveries referred to in the definition of
"Cash Liquidation"
or
"REO Disposition," as applicable, upon receipt by the Trustee of written
notification of such deposit signed by a
Servicing Officer,
the Trustee or any
Custodian, as the case may be, shall release
to the Master Servicer the related
Mortgage File 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
the Master Servicer or its designee,
as the case may be, the related Mortgage
Loan, and thereafter such Mortgage Loan
shall not be part of the Trust Fund.
Notwithstanding the
foregoing or any other
provision of this Agreement, in the Master Servicer's sole discretion with
respect to any defaulted Mortgage Loan or REO Property as to either of the
following provisions, (i) a Cash
Liquidation or REO Disposition may be deemed to
have occurred if substantially all amounts
expected by the Master Servicer to be
received in connection with the related
defaulted Mortgage
Loan or REO Property
have been received, and (ii) for purposes of determining the amount of any
Liquidation Proceeds, Insurance Proceeds, REO Proceeds
or any other unscheduled
collections or the amount of any Realized
Loss, the Master Servicer may take
into account minimal amounts of additional
receipts expected to be received or
any estimated additional liquidation expenses expected to be incurred in
connection with the related defaulted
Mortgage Loan or REO Property.
(b) (See Section 3.14(b) - (c) of the
Standard Terms)
(d) The proceeds of any Cash Liquidation, REO Disposition or
purchase or
repurchase of any Mortgage Loan pursuant to
the terms of this Agreement, as well
as any recovery (other than Subsequent
Recoveries)
resulting from a
collection
of Liquidation Proceeds, Insurance Proceeds or REO
Proceeds, will be applied in
the following order of priority:
first, to reimburse
the Master Servicer or the
related Subservicer in accordance with
Section 3.10(a)(ii)
and, in the case of
Wells Fargo as a Subservicer, to reimburse
such Subservicer for any Subservicing
Fees payable therefrom; second, to the Certificateholders
(including,
without
duplication, any interest amounts due to the
Certificate Insurer as subrogee of
the Insured Certificateholders) to the extent
of accrued and unpaid interest on
the Mortgage Loan, and any related REO Imputed
Interest, at the Net Mortgage
Rate (or the Modified Net Mortgage Rate in the case of a Modified Mortgage
Loan), to the Due Date in the related Due
Period prior to the Distribution Date
on which such amounts are to be
distributed; third,
to the Certificateholders
(including, without duplication, any interest amounts due to the Certificate
Insurer as subrogee of the Insured Certificateholders) as a recovery of
principal on the Mortgage Loan (or REO Property) (provided that if any such
Class of Certificates to which such Realized Loss was allocated is no
longer
outstanding, such subsequent recovery shall be distributed to
the persons who
were the Holders of such Class of
Certificates when it was retired); fourth, to
all Servicing Fees and Subservicing Fees payable therefrom (and the Master
Servicer and the Subservicer shall have no claims for any
deficiencies
with
respect to such fees which result from the
foregoing allocation);
and fifth, to
Foreclosure Profits.
(e) (See Section 3.14(e) of the Standard Terms)
Section 3.15 Trustee to Cooperate;
Release of Mortgage
Files. (See Section 3.15
of the Standard Terms)
Section 3.16 Servicing and Other Compensation; Compensating Interest. (See
Section 3.16 of the Standard Terms)
Section 3.17 Reports to the Trustee and the
Company.(See
Section 3.17 of the
Standard Terms)
Section 3.18 Annual Statement as to Compliance. (See Section 3.18 of the
Standard Terms)
Section 3.19 Annual Independent Public Accountants' Servicing Report. (See
Section 3.19 of the Standard Terms)
Section 3.20 Rights of the Company in Respect of the Master Servicer. (See
Section 3.20 of the Standard Terms)
Section 3.21 Administration of Buydown Funds.
(See Section 3.21 of the Standard
Terms)
Section 3.22 Advance Facility. (See
Section 3.22 of the Standard Terms)
ARTICLE IV
PAYMENTS TO
CERTIFICATEHOLDERS
Section 4.01 Certificate Account.
(See Section 4.01 of
the Standard Terms)
Section 4.02 Distributions.
(a) On each
Distribution Date the
(x) Paying Agent appointed by the Trustee
shall distribute to the Certificate Insurer the Insurance Premium from
the Available
Distribution
Amount prior to distributions to the
Certificateholders,
and, in the
case of a distribution pursuant to
Section 4.02(a)(xvi) below, the amount required to be distributed
to the
Certificate Insurer
pursuant to Section
4.02(a)(xvi) below and (y) (i)
the Master Servicer on
behalf of the Trustee
or (ii) the Paying
Agent
appointed by the Trustee, shall distribute (I) to the Master
Servicer or
a sub-servicer,
in the case of a distribution pursuant to Section
4.02(a)(iii) below,
the amount required to be distributed to the Master
Servicer or a sub-servicer pursuant to Section 4.02(a)(iii) below, and
(II) to each
Certificateholder of
record on the next preceding Record
Date (other
than as provided in Section 9.01 respecting the final
distribution), either
(1) in immediately available funds (by wire
transfer or otherwise)
to the account of such
Certificateholder
at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder has
so notified
the Master
Servicer or the Paying
Agent, as the case may be, or (2) if such Certificateholder has not so
notified the Master
Servicer or the Paying Agent by the Record Date, by
check mailed to such
Certificateholder
at the address of such Holder
appearing in the Certificate Register, such Certificateholder's share
(which share (A) with respect to each Class of Certificates
(other than
any Subclass
of the Class A-V Certificates), shall be based on the
aggregate of the Percentage Interests represented by Certificates
of the
applicable Class held by such Holder or (B) with respect to any
Subclass
of the Class A-V
Certificates, shall be
equal to the amount
(if any)
distributed pursuant
to Section
4.02(a)(i)
below to each Holder
of a
Subclass thereof) of
the following amounts,
in the following order
of
priority (subject to
the provisions of Section 4.02(b) below), in each
case to the extent of the Available Distribution Amount together with,
in regard to the
Insured Certificates,
any Reserve Fund Withdrawal
pursuant to Section 4.11 of this Series Supplement, any Insured Payment
pursuant to Section
12.02 of this Series
Supplement and any
Rounding
Account withdrawal pursuant to Section 4.09 of this Series
Supplement:
(i) to the Senior
Certificates (other
than the Principal Only Certificates)
on a pro rata basis based on the Accrued Certificate Interest
payable on
such Certificates
with respect to such Distribution Date, Accrued
Certificate Interest on such Classes of Certificates (or
Subclasses, if
any, with respect to the Class A-V Certificates) for such Distribution
Date, plus any Accrued
Certificate Interest
thereon remaining unpaid
from any previous
Distribution
Date except as provided in the last
paragraph of this Section 4.02(a) (the "Senior Interest Distribution
Amount"); and
(ii) (X) to the Class A-P
Certificates, the
Class A-P Principal Distribution
Amount (as defined in Section 4.02(b)(i) herein); and
(Y) to the Senior
Certificates (other
than the Class A-P
Certificates), in the
priorities
and amounts set forth in Section
4.02(b)(ii), the sum of the following (applied to reduce the
Certificate
Principal Balances of such Senior Certificates, as applicable):
(A) the Senior
Percentage for such
Distribution
Date times the sum of
the
following:
(1) the principal
portion of each Monthly Payment due during the related Due
Period on each
Outstanding
Mortgage Loan (other than the related
Discount Fraction of
the principal portion of such payment with respect
to a Discount Mortgage Loan), whether or not received on or prior
to the
related
Determination
Date, minus the principal portion of any Debt
Service Reduction
(other than the related Discount Fraction of the
principal portion of
such Debt Service
Reductions with respect to each
Discount Mortgage
Loan) which
together with other
Bankruptcy
Losses
exceeds the Bankruptcy Amount;
(2) the Stated
Principal Balance of any Mortgage Loan repurchased during the
preceding calendar
month (or deemed to have been so repurchased in
accordance with
Section 3.07(b) of the Standard Terms) pursuant to
Sections 2.02,
2.04 or 4.07 of the
Standard Terms and
Section 2.03 of
the Standard
Terms and this Series
Supplement,
and the amount of
any
shortfall deposited in the Custodial Account in connection with the
substitution of a Deleted Mortgage Loan pursuant to Section
2.04 of the
Standard Terms or
Section 2.03 of the
Standard Terms and this Series
Supplement, 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 Section
4.02(b)(i)(C) of this Series Supplement);
(C) the Senior
Accelerated
Distribution
Percentage for such
Distribution
Date times the aggregate of all Principal Prepayments in Full received
in the related
Prepayment
Period and Curtailments received in the
preceding calendar
month (other than the related Discount Fraction of
such Principal
Prepayments in Full
and Curtailments,
with respect to
each Discount Mortgage Loan);
(D) any Excess
Subordinate Principal Amount for such Distribution Date;
(E) any amounts
described in subsection (ii)(Y), clauses (A), (B) and (C) of
this Section 4.02(a), as determined for any previous Distribution Date,
which remain unpaid after application of amounts previously
distributed
pursuant to this
clause (E) to the
extent that such
amounts are not
attributable to
Realized Losses which have been allocated to the
Subordinate Certificates; minus
(F) the Capitalization Reimbursement Amount for such Distribution Date,
other than the related
Discount Fraction of
any portion of that amount
related to each Discount Mortgage Loan, multiplied by a fraction,
the
numerator of which is the Senior Principal Distribution Amount, without
giving effect to this
clause (F), and the
denominator of which
is the
sum of the principal distribution amounts for all Classes of
Certificates other
than the Class
A-P Certificates, without giving
effect to any reductions for the Capitalization Reimbursement
Amount;
(iii) if the Certificate
Principal Balances of the Subordinate
Certificates
have not been reduced to zero, to the Master Servicer or a
Sub-Servicer,
by remitting for deposit to the Custodial Account, to the extent of and
in reimbursement for
any Advances or Sub-Servicer Advances previously
made with respect to
any Mortgage
Loan or REO
Property which remain
unreimbursed in whole
or in part following the Cash Liquidation or REO
Disposition of such
Mortgage Loan or REO Property, minus any such
Advances that were made with respect to delinquencies that ultimately
constituted Excess
Special Hazard Losses,
Excess Fraud Losses,
Excess
Bankruptcy
Losses or Extraordinary Losses;
(iv) to the Holders of the
Class M-1
Certificates, the
Accrued
Certificate
Interest thereon
for such Distribution Date, plus any Accrued
Certificate
Interest thereon
remaining
unpaid from any previous
Distribution Date, except as provided below;
(v) to the Holders
of the Class M-1 Certificates, an amount equal to (x) the
Subordinate Principal Distribution Amount for such Class of
Certificates
for such Distribution Date, minus (y) the amount of any Class A-P
Collection Shortfalls for such Distribution Date or remaining
unpaid for
all previous
Distribution Dates,
to the extent the
amounts available
pursuant to clause (x) of Sections 4.02(a)(vii), (ix), (xi), (xiii),
(xiv) and (xv) of this
Series Supplement
are insufficient 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) of this Series
Supplement 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)
of this Series Supplement 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) of
this
Series Supplement 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
