RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING COMPANY, LLC,
Master Servicer,
and
U.S. BANK NATIONAL ASSOCIATION,
Trustee
SERIES SUPPLEMENT,
DATED AS OF MARCH 1, 2007
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
DATED AS OF NOVEMBER 1, 2006
Mortgage Pass-Through Certificates
Series 2007-S3
TABLE OF CONTENTS
PAGE
ARTICLE I
DEFINITIONS................................................................................5
Section 1.01
Definitions.......................................................................5
Section 1.02
Use of Words and
Phrases.........................................................26
ARTICLE II
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES................27
Section 2.01
Conveyance of Mortgage
Loans.....................................................27
Section 2.02
Acceptance by Trustee.
(See Section 2.02 of the Standard Terms).................27
Section 2.03
Representations, Warranties and Covenants of the Master Servicer
and the
Company..........................................................................27
Section 2.04
Representations and Warranties of Residential Funding.
(See Section 2.04
of the Standard
Terms)...........................................................30
Section 2.05
Execution and Authentication of Class R-I
Certificates...........................30
Section 2.06
Conveyance of Uncertificated REMIC I and REMIC II Regular
Interests;
Acceptance by the
Trustee........................................................31
Section 2.07
Issuance of Certificates Evidencing Interest in REMIC
III........................31
Section 2.08
Purposes and Powers of the Trust.
(See Section 2.08 of the Standard
Terms)...........................................................................31
Section 2.09
Agreement Regarding Ability to
Disclose..........................................31
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS............................................32
Section 3.01
Master Servicer to Act as Servicer.
(See Section 3.01 of the Standard
Terms)...........................................................................32
Section 3.02
Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of Subservicers' and Sellers'
Obligations............................32
Section 3.03
Successor Subservicers.
(See Section 3.03 of the Standard Terms)................33
Section 3.04
Liability of the Master Servicer.
(See Section 3.04 of the Standard
Terms)...........................................................................33
Section 3.05
No Contractual Relationship Between Subservicer and Trustee or
Certificateholders.
(See Section 3.05 of the Standard Terms)....................33
Section 3.06
Assumption or Termination of Subservicing Agreements by Trustee.
(See
Section 3.06 of the Standard
Terms)..............................................33
Section 3.07
Collection of Certain Mortgage Loan Payments; Deposits to Custodial
Account.
(See Section 3.07 of the Standard
Terms)...............................33
Section 3.08
Subservicing Accounts; Servicing Accounts.
(See Section 3.08 of the
Standard
Terms)..................................................................33
Section 3.09
Access to Certain Documentation and Information Regarding the
Mortgage
Loans.
(See Section 3.09 of the Standard
Terms).................................33
Section 3.10
Permitted Withdrawals from the Custodial Account.
(See Section 3.10 of
the Standard
Terms)..............................................................33
Section 3.11
Maintenance of the Primary Insurance Policies; Collections
Thereunder.
(See Section 3.11 of the Standard
Terms).........................................33
Section 3.12
Maintenance of Fire Insurance and Omissions and Fidelity Coverage.
(See
Section 3.12 of the Standard
Terms)..............................................33
Section 3.13
Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain Assignments.
(See Section 3.13 of the Standard Terms).......33
Section 3.14
Realization Upon Defaulted Mortgage Loans.
(See Section 3.14 of the
Standard
Terms)..................................................................33
Section 3.15
Trustee to Cooperate; Release of Custodial Files.
(See Section 3.15 of
the Standard
Terms)..............................................................33
Section 3.16
Servicing and Other Compensation; Compensating Interest.
(See Section
3.16 of the Standard
Terms)......................................................33
Section 3.17
Reports to the Trustee and the Company.
(See Section 3.17 of the
Standard
Terms)..................................................................33
Section 3.18
Annual Statement as to Compliance.
(See Section 3.18 of the Standard
Terms)...........................................................................34
Section 3.19
Annual Independent Public Accountants' Servicing Report.
(See Section
3.19 of the Standard
Terms)......................................................34
Section 3.20
Rights of the Company in Respect of the Master Servicer.
(See Section
3.20 of the Standard
Terms)......................................................34
Section 3.21
Administration of Buydown Funds.
(See Section 3.21 of the Standard Terms).......34
Section 3.22
Advance Facility.
(See Section 3.22 of the Standard Terms)......................34
ARTICLE IV
PAYMENTS TO
CERTIFICATEHOLDERS............................................................35
Section 4.01
Certificate Account.
(See Section 4.01 of the Standard Terms)...................35
Section 4.02
Distributions....................................................................35
Section 4.03
Statements to Certificateholders; Statements to Rating Agencies;
Exchange
Act Reporting.
(See Section 4.03 of the Standard Terms) and Exhibit
Three
hereto)....................................................................43
Section 4.04
Distribution of Reports to the Trustee and the Company; Advances by
the
Master Servicer.
(See Section 4.04 of the Standard Terms).......................43
Section 4.05
Allocation of Realized
Losses....................................................44
Section 4.06
Reports of Foreclosures and Abandonment of Mortgaged Property.
(See
Section 4.06 of the Standard
Terms)..............................................45
Section 4.07
Optional Purchase of Defaulted Mortgage Loans.
(See Section 4.07 of the
Standard
Terms)..................................................................45
Section 4.08
Surety Bond.
(See Section 4.08 of the Standard
Terms)...........................45
ARTICLE V
THE CERTIFICATES (SEE ARTICLE V OF THE STANDARD
TERMS)....................................46
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER (SEE ARTICLE VI OF THE STANDARD
TERMS)................47
ARTICLE VII
DEFAULT (SEE ARTICLE VII OF THE STANDARD
TERMS)...........................................48
ARTICLE VIII
CONCERNING THE TRUSTEE (SEE ARTICLE VIII OF THE STANDARD
TERMS)...........................49
ARTICLE IX
TERMINATION OR OPTIONAL PURCHASE OF ALL CERTIFICATES (SEE ARTICLE
IX OF THE
STANDARD
TERMS)...........................................................................50
ARTICLE X
REMIC
PROVISIONS..........................................................................51
Section 10.01
REMIC Administration.
(See Section 10.01 of the Standard Terms).................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,
Uncertificated REMIC II Regular Interests, Uncertificated REMIC III
Regular Interests Z1 and Uncertificated REMIC III Regular Interests
Z2...........51
Section 10.05
Compliance with Withholding
Requirements.........................................54
ARTICLE XI
MISCELLANEOUS
PROVISIONS..................................................................55
Section 11.01
Amendment.
(See Section 11.01 of the Standard
Terms)............................55
Section 11.02
Recordation of Agreement, Counterparts.
(See Section 11.02 of the
Standard
Terms)..................................................................55
Section 11.03
Limitation on Rights of Certificateholders.
(See Section 11.03 of the
Standard
Terms)..................................................................55
Section 11.04
Governing Laws.
(See Section 11.04 of the Standard Terms).......................55
Section 11.05
Notices..........................................................................55
Section 11.06
Required Notices to Rating Agency and Subservicer.
(See Section 11.06 of
the Standard
Terms)..............................................................56
Section 11.07
Severability of Provisions.
(See Section 11.07 of the Standard Terms)...........56
Section 11.08
Supplemental Provisions for Resecuritization.
(See Section 11.08 of the
Standard
Terms)..................................................................56
Section 11.09
Allocation of Voting
Rights......................................................56
Section 11.10
No Petition.
(See Section 11.10 of the Standard
Terms)..........................56
ARTICLE XII
COMPLIANCE WITH REGULATION AB
(SEE ARTICLE
XII OF THE STANDARD
TERMS)................................................................57
EXHIBITS
Exhibit One-I:
Mortgage Loan Schedule (Group I Loans)
Exhibit One-II:
Mortgage Loan Schedule (Group II Loans)
Exhibit Two-I:
Schedule of Discount Fractions for Group I Loans
Exhibit Two-II:
Schedule of Discount Fractions for Group II Loans
Exhibit Three:
Information to be Included in Monthly Distribution Date Statement
Exhibit Four:
Standard Terms of Pooling and Servicing Agreement dated as of
November 1, 2006
This is a Series Supplement,
dated as of March 1, 2007 (the "Series
Supplement"),
to the Standard Terms
of Pooling
and
Servicing
Agreement,
dated as of
November
1, 2006 and
attached
as Exhibit
Four
hereto (the
"Standard Terms" and, together with this Series Supplement,
the "Pooling and Servicing Agreement" or "Agreement"),
among RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC., as the company (together with its permitted
successors and
assigns,
the
"Company"),
RESIDENTIAL
FUNDING
COMPANY,
LLC, as master
servicer
(together
with its permitted
successors and assigns, the "Master Servicer"),
and U.S. BANK NATIONAL ASSOCIATION,
as Trustee (together with its
permitted successors and assigns, the "Trustee").
PRELIMINARY STATEMENT
The Company intends to sell Mortgage Pass-Through Certificates
(collectively,
the "Certificates"),
to be
issued
hereunder
in multiple
classes,
which in the
aggregate
will
evidence the entire
beneficial
ownership
interest in the Mortgage
Loans. As provided
herein,
the REMIC
Administrator
will make an election to treat the
entire
segregated
pool of assets
described
in the
definition
of Trust
Fund,
and
subject to this
Agreement
(including
the Mortgage
Loans but excluding the Initial
Monthly
Payment
Fund),
as three real estate
mortgage
investment conduits (each a "REMIC") for federal income tax
purposes.
.
The terms and provisions of the Standard Terms are hereby
incorporated by reference
herein as though set
forth in full herein.
If any term or provision
contained
herein shall conflict with or be inconsistent
with any
provision
contained in the Standard Terms, the terms and provisions of this
Series
Supplement
shall govern.
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.
AGGREGATE
INITIAL
CERTIFICATE
DESIGNATION
RATE
BALANCE
FEATURES(1)
DATE
S&P/FITCH
DENOMINATIONS(2)
Class I-A-1
6.00%
$405,294,000
Senior/Fixed Rate
March 2037
AAA/AAA
$100,000.00
Class I-A-2
6.00%
$28,115,000
Senior/Fixed Rate
March 2037
AAA/AAA
$100,000.00
Class I-A-3
6.00%
Notional(3)
Senior/Fixed Rate
March 2037
AAA/AAA
$1,000,000.00
Class I-A-4
6.00%
$20,000,000
Senior/Fixed Rate
March 2037
AAA/AAA
$100,000.00
Class I-A-5
5.50%
$25,000,000
Senior/Lockout/Fixed Rate
March 2037
AAA/AAA
$100,000.00
Class I-A-6
5.50%
$23,025,000
Senior/Lockout/Fixed Rate
March 2037
AAA/AAA
$100,000.00
Class II-A-1
5.50%
$49,949,000
Senior/Fixed Rate
March 2022
AAA/AAA
$100,000.00
Class I-A-P
0.00%
$3,517,434
Senior/Principal Only
March 2037
AAA/AAA
$100,000.00
Variable
Class I-A-V
Rate(4)
Notional(5)
Senior/Interest Only/Variable Rate
March 2037
AAA/AAA
$2,000,000.00
Class II-A-P
0.00%
$248,670
Senior/Principal Only
March 2022
AAA/AAA
$100,000.00
Variable
Class II-A-V
Rate(4)
Notional(5)
Senior/Interest Only/Variable Rate
March 2022
AAA/AAA
$2,000,000.00
Class R-I
6.00%
$100
Senior/Residual/Fixed Rate
March 2037
AAA/AAA
(6)
Class R-II
6.00%
$100
Senior/Residual/Fixed Rate
March 2037
AAA/AAA
(6)
Class R-III
6.00%
$100
Senior/Residual/Fixed Rate
March 2037
AAA/AAA
(6)
Variable
Class M-1
Rate(7)
$10,932,200
Mezzanine/Variable Rate
March 2037
NA/AA
$100,000.00
Variable
Class M-2
Rate(7)
$3,451,700
Mezzanine/Variable Rate
March 2037
NA/A
$250,000.00
Variable
Class M-3
Rate(7)
$2,301,200
Mezzanine/Variable Rate
March 2037
NA/BBB
$250,000.00
Variable
Class B-1
Rate(7)
$1,150,500
Subordinate/Variable Rate
March 2037
NA/BB
$250,000.00
Variable
Class B-2
Rate(7)
$1,150,600
Subordinate/Variable Rate
March 2037
NA/B
$250,000.00
Variable
Class B-3
Rate(7)
$1,150,641
Subordinate/Variable Rate
March 2037
NA/NA
$250,000.00
_____________
(1)
The Certificates,
other than the Class B and Class R Certificates shall be
Book-Entry
Certificates.
The
Class
B
Certificates
and
the
Class
R
Certificates shall be delivered to the holders thereof in physical
form.
(2)
The Certificates, other than the Class R Certificates, shall be
issuable in
minimum dollar
denominations as indicated above (by Certificate
Principal
Balance or Notional Amount, as applicable) and integral multiples
of $1 (or
$1,000 in the case of the Class B-1, Class B-2 and Class B-3
Certificates)
in excess
thereof,
except that one
Certificate
of any of the Class B-1,
Class B-2 and Class B-3
Certificates
that
contain an uneven
multiple of
$1,000
shall be issued in a
denomination
equal to the sum of the related
minimum
denomination
set forth
above and such uneven
multiple
for such
Class or the sum of such denomination and an integral multiple of
$1,000.
(3)
The Class I-A-3
Certificates do not have a Certificate
Principal Balance.
For the purpose of
calculating
interest
payments,
interest on the Class
I-A-3
Certificates will accrue on a notional amount equal to 1/12th of
the
aggregate
Certificate Principal Balance of the Class I-A-5 and Class I-A-6
Certificates immediately prior to the related Distribution Date.
Initially,
this
notional
amount
is equal to
$4,002,083.
For
federal
income
tax
purposes,
interest on the Class I-A-3 Certificates for any period shall be
expressed as an amount equal to 0.50% multiplied by a notional
amount equal
to the Uncertificated
Principal Balance of Uncertificated REMIC II Regular
Interest W immediately prior to the related Distribution Date.
(4)
The initial
Pass-Through
Rate on the Class I-A-V
Certificates is 0.1175%
and the
initial
Pass-Through
Rate on the Class
II-A-V
Certificates
is
0.3636%.
(5)
The Class I-A-V Certificates and Class II-A-V Certificates each do
not have
a certificate
principal balance.
For the purpose of calculating
interest
payments,
interest will accrue on a notional
amount equal to, in the case
of Class I-A-V
Certificate,
the aggregate stated principal balance of the
mortgage loans in loan group I, which is initially
equal to
approximately
$523,266,852,
and in the case of Class II-A-V Certificates,
the aggregate
stated
principal
balance of the mortgage loans in loan group II, which is
initially equal to approximately $52,019,394.
(6)
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%.
(7)
The pass-through
rate on the Class M Certificates and Class B Certificates
is equal to the
weighted
average
of 6.00% per annum and 5.50% per annum,
weighted
on the basis of the
portion
of loan
group I and loan group II,
respectively,
represented
by
the
Class
M
Certificates
and
Class
B
Certificates. The pass-through rate on the Class M Certificates and
Class B
Certificates
with
respect
to the
initial
interest
accrual
period
is
approximately 5.9547664% per annum.
The Group I Loans have an aggregate
principal
balance as of the Cut-off Date of $523,266,852.
The Group
II Loans have an aggregate
principal
balance as of the Cut-off Date of
$52,019,394.
The Mortgage
Loans have an
aggregate principal balance as of the Cut-off Date of $575,286,246.
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.
Accrued
Certificate
Interest:
With respect to each
Distribution
Date,
as to any Class or Subclass of
Certificates
(other than any Principal Only
Certificates),
interest
accrued during the related Interest Accrual
Period
at the
related
Pass-Through
Rate
on the
Certificate
Principal
Balance
or
Notional
Amount
thereof
immediately
prior to such Distribution
Date.
Accrued
Certificate
Interest will be calculated on the basis of a
360-day
year,
consisting
of twelve
30-day
months.
In each case Accrued
Certificate
Interest on any Class or
Subclass of Certificates will be reduced by the amount of:
(i)
Prepayment
Interest
Shortfalls (to the extent not offset by the Master
Servicer with a payment
of Compensating Interest as provided in Section 4.01),
(ii)
the interest
portion
(adjusted to the Net Mortgage
Rate (or the Modified Net Mortgage
Rate in
the case of a Modified
Mortgage
Loan)) of Realized
Losses
(including
Excess
Special
Hazard
Losses,
Excess Fraud Losses,
Excess Bankruptcy
Losses and Extraordinary
Losses) not allocated
solely to one or more specific Classes of Certificates pursuant to
Section 4.05,
(iii)
the interest
portion of Advances that were (A)
previously
made with respect to a Mortgage Loan
or REO Property,
which remained
unreimbursed
following the Cash Liquidation or REO Disposition
of such
Mortgage
Loan or REO
Property
and (B) made with
respect to
delinquencies
that were
ultimately
determined
to
be
Excess
Special
Hazard
Losses,
Excess
Fraud
Losses,
Excess
Bankruptcy
Losses or Extraordinary
Losses and were not allocated solely to one or more specific
Classes of Certificates pursuant to Section 4.05, and
(iv)
any
other
interest
shortfalls
not
covered
by the
subordination
provided
by the
Class
M
Certificates
and Class B
Certificates,
including
interest
that is not
collectible
from the
Mortgagor pursuant to the Relief Act, all allocated as described
below.
The Class I-A
Percentage
of these
reductions
with
respect
to the Group I Loans
will be
allocated
among the
Holders of the Group I Senior Certificates,
other than the Class I-A-P Certificates,
in proportion to the amounts
of Accrued
Certificate
Interest that would have been payable to those Certificates from
the Group I Loans on that
Distribution
Date absent such
reductions.
The Class II-A
Percentage
of these
reductions
with
respect to the
Group II Loans
will be
allocated
among the
Holders
of the Group II Senior
Certificates,
other than the Class
II-A-P
Certificates,
in proportion to the amounts of Accrued Certificate Interest that
would have been payable to
those
Certificates
from the Group II Loans on that
Distribution
Date absent such
reductions.
The remainder of
these
reductions will be allocated
among the Holders of the Class M Certificates
and the Class B Certificates in
proportion
to the
respective
amounts
of Accrued
Certificate
Interest
that
would
have been
payable on that
Distribution
Date
absent
these
reductions.
In the case of each Class of Class A
Certificates
(other than the
Principal-Only Certificates),
Class M Certificates and Class B Certificates,
Accrued Certificate Interest on that
Class will be further reduced by the interest
portion
(adjusted to the Net Mortgage Rate) of Realized Losses that
are allocated solely to such Class of Class A Certificates,
Class M Certificates or Class B Certificates
pursuant
to Section 4.05.
Aggregate
Available
Distribution
Amount:
With respect to a Distribution Date, the sum of the Available
Distribution Amounts for both Loan Groups for such Distribution
Date.
Aggregate Class A-P Principal
Distribution
Amount:
With respect to a Distribution
Date, the sum of the
Class A-P Principal Distribution Amounts for both Loan Groups for
such Distribution Date.
Aggregate
Senior
Interest
Distribution
Amount:
With respect to a
Distribution
Date,
the sum of the
Senior Interest Distribution Amounts for both Loan Groups for such
Distribution Date.
Aggregate
Senior
Principal
Distribution
Amount:
With respect to a
Distribution
Date, the sum of the
Senior Principal Distribution Amounts for both Loan Groups for such
Distribution Date.
Available
Distribution
Amount:
As to any
Distribution
Date,
an
amount
determined
separately
with
respect to the Group I Loans and Group II Loans,
and in each case shall be equal to (a) the sum of (i) the
amount
relating to the
Mortgage
Loans in the related Loan Group on deposit in the
Custodial
Account as of the close of
business on the immediately
preceding
Determination Date,
including any Subsequent
Recoveries from the Mortgage
Loans in the that Loan Group,
and amounts
deposited in the Custodial
Account in connection with the substitution
of
Qualified
Substitute
Mortgage
Loans,
(ii) the
amount of any Advance for the related Loan Group made on the
immediately
preceding
Certificate Account Deposit Date,
(iii) any amount deposited in the Certificate Account on
the related Certificate
Account Deposit Date pursuant to the second paragraph of Section
3.12(a),
(iv) any amount
deposited in the Certificate
Account pursuant to Section 4.07 and any amounts
deposited in the Custodial
Account
pursuant
to
Section 9.01
and (v) any
amount that the Master
Servicer
is not
permitted
to withdraw
from the
Custodial Account or the Certificate
Account pursuant to
Section 3.16(e),
and (vi) any additional
amounts to be
included with respect to such Loan Group,
as applicable,
pursuant to Section
4.02(d),
reduced by (b) the sum as
of the close of
business
on the
immediately
preceding
Determination
Date of
(x) the
Amount
Held for Future
Distribution,
and
(y) amounts
permitted to be withdrawn by the Master
Servicer
from the
Custodial
Account in
respect
of
the
Mortgage
Loans
in
the
related
Loan
Group
pursuant
to
clauses
(ii)-(x),
inclusive,
of
Section 3.10(a).
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)
$149,118,
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) $149,118; 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) $149,118,
over
(2)
the aggregate amount of Bankruptcy Losses allocated solely to one
or more specific
Classes of Certificates in accordance with Section 4.05 since the
Relevant Anniversary.
The Bankruptcy
Amount may be further reduced by the Master Servicer
(including
accelerating
the manner
in which such
coverage
is reduced)
provided
that prior to any such
reduction,
the Master
Servicer
shall (i)
obtain written
confirmation
from each Rating Agency that such reduction
shall not reduce the rating
assigned to
any Class of Certificates by such Rating Agency below the lower of
the
then-current
rating or the rating assigned
to such
Certificates
as of the
Closing
Date by such
Rating
Agency
and (ii)
provide
a copy of such
written
confirmation to the Trustee.
Business
Day: Any day other than (i) a Saturday or a Sunday or (ii) a day on
which
banking
institutions
in the State of New York,
the State of
Michigan,
the State of
California,
the State of Illinois or the City of
St. Paul,
Minnesota (and such other state or states in which the Custodial
Account or the Certificate
Account are
at the time located) are required or authorized by law or executive
order to be closed.
Certificate:
Any Class A, Class M, Class B or Class R Certificate.
Certificate
Account:
The separate
account or accounts
created and maintained
pursuant to Section 4.01
of the Standard
Terms,
which shall be entitled
"U.S.
Bank National
Association,
as trustee,
in trust for the
registered holders of Residential Funding Mortgage Securities I,
Inc., Mortgage Pass-Through
Certificates,
Series
2007-S3" and which must be an Eligible Account.
Certificate
Group:
With
respect
to (i) Loan
Group I, the Group I Senior
Certificates;
and (ii) Loan
Group II, the Group II Senior Certificates.
Certificate
Principal
Balance:
With
respect
to
each
Certificate
(other
than
the
Interest
Only
Certificates), 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,
that the
Certificate
Principal
Balance
of the
Class of
Subordinate
Certificates
with the
Lowest
Priority at any given time shall be further
reduced by an amount
equal to the
Percentage
Interest
evidenced by
such Certificate
multiplied by the excess, if any, of (A) the then aggregate
Certificate Principal Balance of all
Classes of Certificates
then
outstanding
over (B) the then aggregate
Stated
Principal
Balance of the Mortgage
Loans.
Class A Certificate:
Any Class I-A or Class II-A Certificate.
Class A-P
Certificates:
The Class I-A-P
Certificates,
which relate to and are payable from the Group I
Loans, and Class II-A-P Certificates, which relate to and are
payable from the Group II Loans.
Class A-P Collection
Shortfall:
With respect to the Cash
Liquidation
or REO
Disposition of a Discount
Mortgage Loan, any
Distribution
Date and any Loan Group,
the extent to which the amount
described in clause (C)
of the
definition
of Class
A-P
Principal
Distribution
Amount
for such
Loan
Group is less
than the
amount
described in clause (C)(1) of such definition.
Class A-P Principal
Distribution
Amount:
With respect to any Distribution
Date and each Loan Group, an
amount equal to the aggregate of:
(A)
the related Discount
Fraction of the principal
portion of each Monthly Payment on each Discount Mortgage
Loan in the related
Loan Group due during the related Due Period,
whether or not received on or prior to
the related
Determination
Date, minus the Discount Fraction of the principal portion of any
related Debt
Service
Reduction which together with other
Bankruptcy
Losses on the related Mortgage Loans exceeds the
Bankruptcy Amount for that Loan Group;
(B)
the related
Discount
Fraction of the principal
portion of all unscheduled
collections on each Discount
Mortgage Loan in the related Loan Group
received
during the preceding
calendar month or, in the case of
Principal
Prepayments
in Full,
during the related
Prepayment
Period
(other than amounts
received in
connection
with a Cash
Liquidation or REO
Disposition
of a Discount
Mortgage Loan in the related Loan
Group described in clause (C) below),
including Principal Prepayments in Full,
Curtailments,
Subsequent
Recoveries and repurchases
(including deemed
repurchases under Section 3.07(b) of the Standard Terms) of
Discount
Mortgage
Loans in the
related
Loan
Group
(or,
in the case of a
substitution
of a Deleted
Mortgage Loan in the related Loan Group,
the Discount
Fraction of the amount of any shortfall
deposited
in the Custodial Account in connection with such substitution);
(C)
in connection
with the Cash
Liquidation or REO
Disposition
of a Discount
Mortgage Loan in the related
Loan
Group
that did not
result in any
Excess
Special
Hazard
Losses,
Excess
Fraud
Losses,
Excess
Bankruptcy Losses or Extraordinary
Losses,
an amount equal to the lesser of (1) the applicable
Discount
Fraction
of the Stated
Principal
Balance
of such
Discount
Mortgage
Loan
immediately
prior to such
Distribution
Date and (2) the aggregate
amount of the collections on such Discount
Mortgage Loan to the
extent applied as recoveries of principal;
(D)
any
amounts
allocable
to
principal
for the
related
Loan Group for any
previous
Distribution
Date
(calculated pursuant to clauses (A) through (C) above) that remain
undistributed; and
(E)
the amount of the related Class A-P Collection
Shortfalls for such
Distribution
Date and Loan Group and
the amount of any Class A-P Collection
Shortfalls
remaining unpaid for all previous
Distribution Dates,
but only to the extent of the Eligible Funds for the related Loan
Group for such Distribution Date; minus
(F)
the Discount Fraction of the related
Capitalization
Reimbursement
Amount for the related Loan Group for
such Distribution Date, if any, related to each Discount Mortgage
Loan in the related Loan Group.
Class A-V
Certificates:
The Class I-A-V
Certificates,
which relate to and are payable from the Group I
Loans, and Class II-A-V Certificates, which relate to and are
payable from the Group II Loans.
Class I-A Certificates:
Any one of the Class I-A-1,
Class I-A-2,
Class I-A-3, Class I-A-4, Class I-A-5,
Class
I-A-6,
Class
I-A-P
or
Class
I-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 I-A
Percentage:
With respect to any
Distribution
Date,
the
percentage
equal to the
aggregate
Certificate
Principal
Balance
of the
Group I Senior
Certificates,
other
than the Class
I-A-P
Certificates,
immediately
prior to that
Distribution
Date
divided by the
aggregate
Stated
Principal
Balance of all of the
Mortgage
Loans (or related
REO
Properties)
in Loan Group I, other than the
Discount
Fraction of the
Discount
Mortgage
Loans in Loan
Group I,
immediately
prior to that
Distribution
Date.
The Class I-A
Percentage
will
initially equal approximately 96.48% and will in no event exceed
100%.
Class
II-A
Certificates:
Any one of the Class
II-A-1,
Class
II-A-P
and Class
II-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 II-A
Percentage:
With respect to any
Distribution
Date,
the
percentage
equal to the aggregate
Certificate
Principal
Balance
of the Group II Senior
Certificates,
other than the Class
II-A-P
Certificates,
immediately
prior to that
Distribution
Date
divided by the
aggregate
Stated
Principal
Balance of all of the
Mortgage
Loans (or related REO
Properties)
in Loan Group II,
other than the
Discount
Fraction of the Discount
Mortgage
Loans in Loan Group II,
immediately
prior to that
Distribution
Date. The Class II-A
Percentage
will
initially equal approximately 96.48% and will in no event exceed
100%.
Class R Certificate:
Any one of the Class R-I, Class R-II and Class R-III Certificates.
Class R-I
Certificate:
Any one of the Class R-I Certificates
executed by the Trustee and
authenticated
by the Certificate
Registrar
substantially
in the form annexed to the Standard Terms as Exhibit D and
evidencing
an interest designated as a "residual interest" in REMIC I for
purposes of the REMIC Provisions.
Class
R-II
Certificate:
Any
one
of
the
Class
R-II
Certificates
executed
by
the
Trustee
and
authenticated
by the Certificate
Registrar
substantially
in the form annexed to the Standard Terms as Exhibit D
and evidencing an interest designated as a "residual interest" in
REMIC II for purposes of the REMIC Provisions.
Class
R-III
Certificate:
Any
one
of
the
Class
R-III
Certificates
executed
by
the
Trustee
and
authenticated
by the Certificate
Registrar
substantially
in the form annexed to the Standard Terms as Exhibit D
and evidencing an interest designated as a "residual interest" in
REMIC III for purposes of the REMIC Provisions.
Closing Date:
March 29, 2007.
Corporate
Trust
Office:
The
principal
office
of the
Trustee
at
which at any
particular
time its
corporate
trust business with respect to this
Agreement
shall be
administered,
which office at the date of the
execution of this Agreement is located at U.S. Bank National
Association,
EP-MN-WS3D,
60 Livingston
Avenue, St.
Paul, Minnesota
55107, Attention: Structured Finance/RFMSI 2007-S3.
Credit Support Depletion Date: The first
Distribution Date on which the aggregate
Certificate
Principal
Balance of the Class M Certificates and the Class B Certificates
have been reduced to zero.
Cut-off Date:
March 1, 2007.
Determination
Date:
With
respect
to any
Distribution
Date,
the
second
Business
Day prior to such
Distribution Date.
Discount
Fraction:
With respect to each Discount Mortgage Loan in Loan Group I, a
fraction
expressed as
a percentage,
the numerator of which is 6.00% minus the Net Mortgage Rate for
such Discount
Mortgage Loan and the
denominator
of which is 6.00%.
The Class I-A-P
Certificates
will be entitled to payments
based on the Discount
Fraction of the
Discount
Mortgage
Loans in Loan Group I. With
respect to each
Discount
Mortgage
Loan in Loan
Group II, a fraction
expressed as a
percentage,
the
numerator of which is 5.50% minus the Net Mortgage Rate for
such
Discount
Mortgage
Loan and the
denominator
of which is
5.50%.
The
Class
II-A-P
Certificates
will be
entitled to payments based on the Discount Fraction of the Discount
Mortgage Loans in Loan Group II.
Discount
Mortgage
Loan:
With
respect to (i) Loan Group I, any Mortgage
Loan with a Net Mortgage
Rate
less that 6.00% per annum or (ii) Loan Group II, any
Mortgage
Loan with a Net
Mortgage
Rate less than 5.50% per
annum.
Discount
Net
Mortgage
Rate:
With
respect to Loan Group I, 6.00% per annum and,
with
respect to Loan
Group II, 5.50% per annum.
Due Period:
With respect to each
Distribution
Date and any Mortgage
Loan,
the calendar
month of such
Distribution Date.
Eligible Funds:
With respect to any
Distribution
Date and Loan Group,
the portion,
if any, of (a) the
Available Distribution Amount for such Loan Group or Aggregate
Available
Distribution Amount, as applicable,
over
(b) the sum of (i) the aggregate
amount of Accrued
Certificate
Interest on the related
Senior
Certificates
or
Aggregate
Senior Interest
Distribution
Amount,
as applicable,
(ii) the related Senior
Principal
Distribution
Amount or Aggregate
Senior
Principal
Distribution
Amount,
as applicable
(both
determined
without
regard to
Section
4.02(a)(ii)(Y)(F)
of this Series Supplement),
(iii) the related Class A-P Principal
Distribution Amount
or Aggregate Class A-P Principal
Distribution
Amount, as applicable (both determined without regard to clause (E)
of the
definition
of Class
A-P
Principal
Distribution
Amount)
and
(iv)
the
aggregate
amount
of
Accrued
Certificate
Interest on the Class M, Class B-1 and Class B-2 Certificates,
as applicable.
In the event there are
Class A-P
Shortfalls
remaining
for both
Loan
Groups on any
Distribution
Date,
the
Eligible
Funds
will be
allocated to each Loan Group, pro rata, based on the aggregate
unpaid Class A-P Shortfalls for each Loan Group.
Excess Bankruptcy Losses:
Bankruptcy Losses in excess of the related Bankruptcy Amount.
Excess Fraud Losses:
Fraud Losses in excess of the related Fraud Loss Amount.
Excess Special Hazard Losses:
Special Hazard Losses in excess of the related Special Hazard
Amount.
Excess
Subordinate
Principal
Amount:
With
respect to any
Distribution
Date and each Loan Group,
on
which the aggregate
Certificate
Principal Balance of the Class of Subordinate
Certificates
issued in connection
with the
related
Loan
Group,
then
outstanding
with the Lowest
Priority is to be reduced to zero and on which
Realized
Losses are to be allocated
to such class or classes,
the excess,
if any, of (i) the
amount that would
otherwise be
distributable
in respect of principal on such class or classes of Certificates on
such
Distribution
Date over (ii) the
excess,
if any, of the
aggregate
Certificate
Principal
Balance of such class or classes of
Certificates
immediately
prior to such
Distribution
Date over the
aggregate
amount of
Realized
Losses to be
allocated to such classes of Certificates on such Distribution
Date as reduced by any amount
calculated
pursuant
to clause (E) of the
definition of Class A-P
Principal
Distribution
Amount.
The Excess
Subordinate
Principal
Amount will be allocated
among the Loan
Groups,
on a pro rata basis,
based on the amount of Realized
Losses on
the Mortgage Loans in each Loan Group allocated to the Certificates
on that Distribution Date.
Fraud Loss
Amount:
As of any date of
determination
after the
Cut-off
Date,
an amount
equal to: (X)
prior
to the
first
anniversary of the
Cut-off
Date,
an
amount
equal to 3.00% of the
aggregate
outstanding
principal
balance of all of the Mortgage Loans as of the Cut-off Date,
minus the aggregate amount of Fraud Losses
allocated
solely to one or more specific
Classes of
Certificates
in accordance with Section 4.05 of this Series
Supplement
since the Cut-off Date up to such date of
determination,
(Y) prior to the second
anniversary
of the
Cut-off
Date,
an amount
equal to 2.00% of the
aggregate
outstanding
principal
balance of all of the Mortgage
Loans as of the Cut-off Date minus the aggregate
amount of Fraud Losses
allocated
solely to one or more specific
Classes of
Certificates
in accordance
with Section 4.05 of this Series
Supplement
since the Cut-off Date up to
such date of
determination
and (Z) from the third to the fifth
anniversary
of the Cut-off Date, an amount equal
to (1) the
lesser of (a) the Fraud Loss
Amount as of the most
recent
anniversary
of the
Cut-off
Date and (b)
1.00%
of the
aggregate
outstanding
principal
balance
of
all of the
Mortgage
Loans
as of the
most
recent
anniversary
of the Cut-off Date minus (2) the
aggregate
amount of Fraud Losses
allocated
solely to one or more
specific
Classes of Certificates in accordance with Section 4.05 of this
Series
Supplement
since the most recent
anniversary
of the
Cut-off
Date up to such date of
determination.
On and after
the fifth
anniversary
of the
Cut-off Date, the Fraud Loss Amount shall be zero.
The Fraud Loss Amount may be further reduced by the Master
Servicer
(including
accelerating
the manner
in which such
coverage
is reduced)
provided
that prior to any such
reduction,
the Master
Servicer
shall (i)
obtain written
confirmation
from each Rating Agency that such reduction
shall not reduce the rating
assigned to
any Class of Certificates by such Rating Agency below the lower of
the
then-current
rating or the rating assigned
to such
Certificates
as of the
Closing
Date by such
Rating
Agency
and (ii)
provide
a copy of such
written
confirmation to the Trustee.
Group I Loans: The Mortgage Loans designated on the Mortgage Loan
Schedule as Group I Loans.
Group I Senior
Certificates:
The Class I-A-1,
Class I-A-2, Class I-A-3, Class I-A-4, Class I-A-5, Class
I-A-6,
Class I-A-V,
Class
I-A-P,
Class R-I , Class R-II and Class R-III
Certificates,
which relate to and are
payable from the Group I Loans.
Group
I
Subordinate
Component:
On any
date of
determination,
the
excess
of the
aggregate
Stated
Principal
Balance of the Group I Loans as of such date over the
aggregate
Certificate
Principal
Balance of the
Group I Senior Certificates (other than the Interest Only
Certificates) then outstanding.
Group II Loans: The Mortgage Loans designated on the Mortgage Loan
Schedule as Group II Loans.
Group II Senior Certificates:
The Class II-A-1, Class II-A-P and Class II-A-V Certificates,
which relate
to and are payable from the Group II Loans.
Group
II
Subordinate
Component:
On any date of
determination,
the
excess
of the
aggregate
Stated
Principal
Balance of the Group II Loans as of such date over the aggregate
Certificate
Principal
Balance of the
Group II Senior Certificates (other than the Interest Only
Certificates) then outstanding.
Initial
Monthly
Payment
Fund:
With
respect
to the
Group I
Loans,
$57,424
representing
scheduled
principal
amortization
and
interest at the Net Mortgage
Rate during the month of March 2007,
for those Group I
Loans for which the Trustee will not be entitled to receive
such
payment in
accordance
with the
definition
of
"Trust Fund".
The Initial Monthly Payment fund will not be part of any REMIC.
Initial
Notional
Amount:
With
respect to any Class
I-A-V
Certificates
or
Subclass
thereof
issued
pursuant to Section
5.01(c),
the aggregate
Cut-off Date Principal
Balance of the Mortgage Loans relating to the
Uncertificated
REMIC I Regular
Interests Z1 corresponding
to the
Uncertificated
REMIC II Regular
Interests Z1
corresponding
to the
Uncertificated
REMIC III Regular
Interests Z1,
corresponding to such Class or Subclass on
such date. With respect to any Class II-A-V
Certificates or Subclass
thereof issued pursuant to Section
5.01(c),
the aggregate Cut-off Date Principal Balance of the Mortgage Loans
relating to the
Uncertificated
REMIC I Regular
Interests
Z2
corresponding
to
the
Uncertificated
REMIC
II
Regular
Interests
Z2
corresponding
to
the
Uncertificated REMIC III Regular Interests Z2, corresponding to
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:
1.91%
Class B-1: 0.20%
Class M-2:
0.60%
Class B-2: 0.20%
Class M-3:
0.40%
Class B-3: 0.20%
Interest
Accrual
Period:
With
respect to any Class of
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,
and the Class I-A-3
Certificates.
The Interest Only Certificates will have no Certificate Principal
Balance.
Loan Group:
Either of Loan Group I or Loan Group II.
Loan Group I:
The group of Mortgage Loans comprised of the Group I Loans.
Loan Group II:
The group of Mortgage Loans comprised of the Group II Loans.
Lockout
Amount:
With
respect
to any
Distribution
Date,
an
amount
equal
to the
product
of (i) a
fraction,
expressed as a percentage,
the numerator of which is the aggregate Certificate Principal
Balance of the
Class
I-A-4,
Class
I-A-5 and Class I-A-6
Certificates
and the
denominator
of which is the
aggregate
Stated
Principal
Balance of the mortgage loans other than the Discount
Fraction of each Discount Mortgage Loan, (ii) the
Lockout Percentage for that distribution date, and (iii) the
aggregate
collections
described in clauses (A), (B),
(C),
(E)
and
(F),
to
the
extent
clause
(F)
relates
to
clause
(A),
(B),
(C)
or
(E),
of
Section
4.02(a)(ii)(Y)(A)(2)
without
applying
the related
Senior
Percentage
and the Senior
Accelerated
Distribution
Percentage.
Lockout
Percentage:
With respect to any Distribution
Date occurring prior to the
Distribution
Date in
April 2012,
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
Certificates
in the
Certificate
Group
related to Loan Group I, the
Distribution
Date in March 2037,
which is the
Distribution
Date in the month
immediately
following the latest
scheduled
maturity
date of any Mortgage
Loan in Loan Group I. With respect to
Certificates
in the
Certificate
Group related to Loan Group II, the Distribution
Date in March 2022,
which is the
Distribution
Date immediately
in the month following the latest scheduled maturity date of any
Mortgage Loan in Loan Group II.
Mortgage Loan Schedule:
The list or lists of the Mortgage
Loans
attached
hereto as Exhibit One-I (with
respect to Loan Group I) and Exhibit
One-II
(with
respect to Loan Group II) (in each case,
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 in the related Loan
Group:
(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 I-A-V
Certificates,
an amount
equal to the aggregate
Stated
Principal
Balance of the Group I 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
I-A-V
Certificates or Subclass
thereof issued pursuant to Section 5.01(c),
the aggregate
Stated
Principal
Balance of
the
Group
I Loans
corresponding
to the
Uncertificated
REMIC
I
Regular
Interests
Z1
corresponding
to the
Uncertificated
REMIC II Regular Interests Z1 and corresponding to the
Uncertificated
REMIC III Regular Interests
Z1,
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).
As of any
Distribution
Date with respect to any Class II-A-V
Certificates,
an amount equal to the aggregate Stated Principal
Balance of
the Group II 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 II-A-V
Certificates or Subclass
thereof issued pursuant to Section
5.01(c),
the aggregate Stated Principal Balance of the Group II Loans
corresponding to the Uncertificated
REMIC I
Regular
Interests Z2
corresponding
to the
Uncertificated
REMIC II Regular
Interests Z2
corresponding
to the
Uncertificated
REMIC III Regular
Interests Z2,
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). As of any
Distribution
Date with respect to any Class I-A-3
Certificates,
an amount equal to
1/12th of the aggregate
Certificate
Principal
Balance of the Class I-A-5 and Class I-A-6
Certificates as of the
day immediately
preceding such Distribution Date; provided,
however,
for federal income tax purposes,
as of any
Distribution
Date,
with respect to the Class I-A-3
Certificates,
the equivalent of the foregoing,
expressed as
the aggregate Uncertificated Principal Balance of Uncertificated
REMIC II Regular Interest W.
Pass-Through
Rate: With respect to the Class A Certificates
(other than the Class A-V
Certificates
and
the Principal
Only
Certificates)
and Class R
Certificates
and any
Distribution
Date, the per annum rates set
forth in the Preliminary
Statement
hereto.
With respect to each Class of Class A-V Certificates
(other than any
Subclass
thereof)
and any
Distribution
Date
other
than the
initial
Distribution
Date,
a rate equal to the
weighted
average,
expressed as a
percentage,
of the Pool Strip Rates of all Mortgage
Loans in the related Loan
Group as of the Due Date in the related
Due
Period,
weighted
on the basis of the
respective
Stated
Principal
Balances of such Mortgage Loans in the related Loan Group as of the
day
immediately
preceding
such
Distribution
Date.
With
respect
to
the
Class
I-A-V
Certificates
and
the
Class
II-A-V
Certificates
and
the
initial
Distribution
Date, the Pass-Through Rates are equal to 0.1175% and 0.3636% per
annum,
respectively.
With respect
to any Subclass of Class I-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 Group I Loans corresponding to the
Uncertificated
REMIC
I Regular
Interests Z1
corresponding
to the
Uncertificated
REMIC II Regular
Interests Z1 corresponding to the
Uncertificated
REMIC III Regular
Interests Z1
represented by such Subclass as of the Due Date in the related Due
Period,
weighted
on the basis of the
respective
Stated
Principal
Balances of such Group I 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 any Subclass of Class II-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 Group II
Loans
corresponding to the Uncertificated
REMIC I Regular Interests Z2 corresponding to the Uncertificated
REMIC
Regular
Interests Z2
corresponding
to the
Uncertificated
REMIC III Regular
Interests Z2
represented
by such
Subclass as of the Due Date in the related Due Period,
weighted on the basis of the
respective
Stated
Principal
Balances of such Group II 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.
The
Pass-Through
Rate on the
Class M
Certificates
and Class B Certificates
is equal to the weighted
average of 6.00% per annum and 5.50% per
annum
weighted
on
the
basis
of
the
Group
I
Subordinate
Component
and
Group
II
Subordinate
Component,
respectively.
The
Pass-Through
Rate on the Class M
Certificates
and Class B
Certificates
with respect to the
initial Interest Accrual Period is approximately 5.9547664% per
annum.
Pool Strip Rate:
The pool strip rate on any Group I Loan is equal to its Net
Mortgage
Rate minus 6.00%,
but not less than 0.00%.
The pool strip rate on any Group II loan is equal to its Net
Mortgage
Rate minus 5.50%,
but not less than 0.00%.
Prepayment
Assumption:
With
respect
to
each
Loan
Group,
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 related
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 the
related
Mortgage
Loans in the first month of the life of such 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 related 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 April 2012 (unless the Certificate
Principal Balances of the Senior
Certificates
(other than the Class A-P Certificates) have been
reduced to zero), 0%.
(ii)
For any
Distribution
Date for which clause (i) above does not apply,
and on which any Class of
Subordinate Certificates is outstanding with a Certificate
Principal Balance greater than zero:
(a)
in the case of the Class of Subordinate
Certificates then outstanding with the
Highest
Priority
and each
other
Class of
Subordinate
Certificates
for
which
the
related
Prepayment
Distribution Trigger has been satisfied, a fraction,
expressed as a percentage,
the
numerator of which is the Certificate
Principal
Balance of such Class immediately prior to such
date and the denominator of which is the sum of the Certificate
Principal
Balances
immediately
prior to such
date of (1) the
Class
of
Subordinate
Certificates
then
outstanding
with the
Highest
Priority and (2) all other Classes of Subordinate
Certificates for which the respective
Prepayment Distribution Triggers have been satisfied; and
(b)
in the case of each
other
Class of
Subordinate
Certificates
for
which the
Prepayment Distribution Triggers have not been satisfied, 0%; and
(iii)
Notwithstanding
the
foregoing,
if
the
application
of
the
foregoing
percentages
on
any
Distribution
Date as provided
in Section
4.02 of this Series
Supplement
(determined
without
regard to the proviso to the definition of
"Subordinate
Principal
Distribution
Amount") would
result in a
distribution
in
respect
of
principal
of any
Class or
Classes
of
Subordinate
Certificates in an amount greater than the remaining
Certificate
Principal Balance thereof (any
such class,
a "Maturing
Class"),
then:
(a) the
Prepayment
Distribution
Percentage
of each
Maturing Class shall be reduced to a level that, when applied as
described
above,
would exactly
reduce the Certificate
Principal Balance of such Class to zero; (b) the Prepayment
Distribution
Percentage of each other Class of
Subordinate
Certificates
(any such Class,
a
"Non-Maturing
Class") shall be
recalculated
in accordance
with the provisions in paragraph (ii) above, as if
the
Certificate
Principal
Balance
of each
Maturing
Class
had been
reduced
to zero
(such
percentage
as
recalculated,
the
"Recalculated
Percentage");
(c)
the
total
amount
of the
reductions in the Prepayment
Distribution
Percentages of the Maturing Class or Classes pursuant
to clause (a) of this sentence,
expressed as an aggregate
percentage,
shall be allocated among
the
Non-Maturing
Classes
in
proportion
to their
respective
Recalculated
Percentages
(the
portion of such aggregate
reduction so allocated to any
Non-Maturing
Class,
the
"Adjustment
Percentage");
and (d) for
purposes
of such
Distribution
Date,
the
Prepayment
Distribution
Percentage
of
each
Non-Maturing
Class
shall
be
equal
to the
sum of
(1)
the
Prepayment
Distribution
Percentage thereof,
calculated in accordance with the provisions in paragraph (ii)
above as if the
Certificate
Principal
Balance of each
Maturing
Class had not been reduced to
zero, plus (2) the related Adjustment Percentage.
Principal Only Certificates:
Any one of the Class A-P Certificates.
Record
Date:
With
respect
to each
Distribution
Date and each
Class of
Certificates,
the
close of
business on the last
Business Day of the month next
preceding
the month in which the related
Distribution
Date
occurs.
Related Classes: As to any Uncertificated
REMIC II Regular Interest,
other than Uncertificated
REMIC II
Regular Interests Z1 and
Uncertificated
REMIC II Regular
Interests Z2, those classes of Certificates
identified
as
"Related
Classes of
Certificates"
to such
Uncertificated
REMIC II Regular
Interest in the
definition
of
Uncertificated
REMIC II Regular
Interest.
As to any
Uncertificated
REMIC II Regular
Interest Z, the Class A-V
Certificates or Subclass
thereof issued
pursuant to Section
5.01(c)
representing
the
Uncertificated
REMIC II
Regular Interest Z corresponding to such Uncertificated REMIC II
Regular Interest Z.
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, related to the
Mortgage Loans, and
(v)
all proceeds of clauses (i) through (iv) above.
REMIC I Certificates:
The Class R-I Certificates.
REMIC II: The
segregated
pool of assets
consisting
of the
Uncertificated
REMIC I Regular
Interests,
with respect to which a separate REMIC election is to be made.
REMIC II Certificates:
The Class R-II Certificates.
REMIC III: The
segregated
pool of assets
consisting of the
Uncertificated
REMIC II 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 and Class R-II
Certificates)
pursuant to Section 2.06,
with respect to which a separate REMIC election
is to be made.
REMIC III
Certificates:
Any Class of Certificates
(other than the Class R-I
Certificates and the Class
R-II Certificates).
Senior Accelerated
Distribution
Percentage:
With respect to any Distribution Date occurring on or prior
to the 60th
Distribution
Date and any Loan Group,
100%.
With respect to any
Distribution
Date
thereafter and
such Loan Group, as follows:
(i)
for any
Distribution
Date
after
the
60th
Distribution
Date
but on or
prior
to the
72nd
Distribution
Date, the related
Senior
Percentage
for such
Distribution
Date plus 70% of the
related Subordinate Percentage for such Distribution Date;
(ii)
for any
Distribution
Date
after
the
72nd
Distribution
Date
but on or
prior
to the
84th
Distribution
Date, the related
Senior
Percentage
for such
Distribution
Date plus 60% of the
related Subordinate Percentage for such Distribution Date;
(iii)
for any
Distribution
Date
after
the
84th
Distribution
Date
but on or
prior
to the
96th
Distribution
Date, the related
Senior
Percentage
for such
Distribution
Date plus 40% of the
related Subordinate Percentage for such Distribution Date;
(iv)
for any
Distribution
Date
after
the 96th
Distribution
Date
but on or
prior
to the
108th
Distribution
Date, the related
Senior
Percentage
for such
Distribution
Date plus 20% of the
related Subordinate Percentage for such Distribution Date; and
(v)
for any Distribution Date thereafter, the related Senior Percentage
for such Distribution Date;
provided, however,
(i)
that any scheduled
reduction to the Senior Accelerated
Distribution
Percentage for either Loan
Group described above shall not occur as of any Distribution Date
unless either:
(a)(1)(X)
the
outstanding
principal
balance of the Mortgage
Loans in both Loan Groups
delinquent 60 days or more
(including
Mortgage Loans which are in
foreclosure,
have been foreclosed or
otherwise
liquidated,
or with respect to which the
Mortgagor
is in
bankruptcy
and any REO
Property)
averaged
over the last six months,
as a percentage of the aggregate
outstanding
Certificate
Principal
Balance of the Subordinate
Certificates,
is less than 50% or (Y) the
outstanding
principal
balance of
Mortgage
Loans in both Loan Groups
delinquent
60 days or more
(including
Mortgage
Loans which are in
foreclosure,
have been foreclosed or otherwise
liquidated,
or with respect to which the Mortgagor is in
bankruptcy
and any REO
Property)
averaged
over the last six months,
as a percentage
of the aggregate
outstanding
principal
balance
of all
Mortgage
Loans in both Loan
Groups
averaged
over the last six
months,
does not exceed 2% and (2) Realized
Losses on the Mortgage Loans in both Loan Groups to date for
such Distribution Date if occurring during the sixth,
seventh,
eighth,
ninth or tenth year (or any year
thereafter) after
the Closing Date are less than 30%, 35%, 40%, 45% or 50%,
respectively,
of the sum of
the Initial Certificate Principal Balances of the Subordinate
Certificates; or
(b)(1)
the outstanding
principal
balance of the Mortgage Loans in both Loan Groups delinquent
60 days or more
(including
Mortgage Loans which are in
foreclosure,
have been
foreclosed or otherwise
liquidated,
or with respect to which the Mortgagor is in bankruptcy
and any REO Property)
averaged over
the last six months,
as a
percentage
of the
aggregate
outstanding
principal
balance of all Mortgage
Loans in both Loan Groups averaged over the last six months,
does not exceed 4% and
(2) Realized
Losses
on the Mortgage
Loans in both Loan Groups to date for such
Distribution
Date,
if occurring
during the
sixth,
seventh,
eighth,
ninth or tenth year (or any year
thereafter) after
the Closing
Date are less
than 10%, 15%, 20%, 25% or 30%,
respectively,
of the sum of the Initial
Certificate
Principal Balances
of the Subordinate Certificates; and
(ii)
that for any
Distribution
Date on which the
related
Senior
Percentage
is
greater
than the
related Senior
Percentage as of the Closing Date, the related
Senior
Accelerated
Distribution
Percentage for such Distribution Date shall be 100%.
Notwithstanding
the
foregoing,
upon
the
reduction
of
the
Certificate
Principal
Balances
of
the
Senior
Certificates
related to a Loan Group (other than the related Class A-P
Certificates) to
zero, the related Senior
Accelerated Distribution Percentage shall thereafter be 0%.
Senior
Certificate:
Any one of the
Group
I
Senior
Certificates
or
Group
II
Senior
Certificates,
executed by the Trustee and
authenticated
by the Certificate
Registrar
substantially in the form annexed to the
Standard Terms as Exhibit A and Exhibit D.
Senior Interest
Distribution
Amount: With respect to any Distribution Date and Loan Group, the
amount of
Accrued
Certificate
Interest
required to be distributed from the related
Available
Distribution
Amount to the
Holders of the related Senior Certificates for that Distribution
Date.
Senior Percentage:
The Class I-A Percentage or Class II-A Percentage, as applicable.
Senior Principal
Distribution
Amount:
As to any Distribution Date and Loan Group, the lesser of (a) the
balance of the related
Available
Distribution
Amount remaining after the distribution of all amounts required to
be distributed
pursuant to Section
4.02(a)(i)
and Section
4.02(a)(ii)(X)
(excluding
any amount
distributable
pursuant to clause (E) of the
definition of Class A-P Principal
Distribution
Amount) (or, on or after the Credit
Support
Depletion
Date,
the amount
required
to be
distributed
to the
related
Class A-P
Certificateholders
pursuant to Section
4.02(e)),
in each case, for the related Loan Group,
and (b) the sum of the amounts
required
to be distributed to the Senior
Certificateholders
of the related
Certificate
Group on such
Distribution
Date
pursuant to Section 4.02(a)(ii)(Y).
Special Hazard Amount:
As of any
Distribution
Date, an amount equal to $5,752,862
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 36.6% (equal to the
percentage of Mortgage Loans
initially
secured by Mortgaged
Properties located in the State of California) and (ii) the
aggregate
outstanding
principal
balance (as of the immediately
preceding
Distribution
Date) of the largest
Mortgage Loan secured by a Mortgaged
Property located in the State of California.
The Special
Hazard
Amount may be further
reduced by the Master
Servicer
(including
accelerating
the
manner in which
coverage is reduced)
provided that prior to any such
reduction,
the Master
Servicer
shall (i)
obtain written
confirmation
from each Rating Agency that such reduction
shall not reduce the rating
assigned to
any Class of Certificates by such Rating Agency below the lower of
the
then-current
rating or the rating assigned
to such
Certificates
as of the
Closing
Date by such
Rating
Agency
and (ii)
provide
a copy of such
written
confirmation to the Trustee.
Subordinate
Principal
Distribution
Amount:
With
respect to any
Distribution
Date and Loan Group and
each Class of Subordinate
Certificates,
(a) the sum of the following:
(i) such Class's pro rata share,
based on
the Certificate Principal Balance of each Class of Subordinate
certificates then outstanding,
of the aggregate of
the amounts
calculated
(without giving effect to the related Senior
Percentages) for such
Distribution Date for
the related Loan Group under
clauses (1), (2) and (3) of Section
4.02(a)(ii)(Y)(A)
of this Series
Supplement 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 for the related Loan Group
(without
giving
effect to the
related
Senior
Accelerated
Distribution
Percentages)
to the
extent
such
collections
are not
otherwise
distributed
to the
related
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 for the related Loan Group (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 the related Loan
Group for such
Distribution
Date not paid to the Senior
Certificates;
and (v) any amounts described in clauses
(i), (ii) and (iii) as determined for any previous
Distribution Date, that remain undistributed to the extent that
such
amounts
are not
attributable
to
Realized
Losses
which
have been
allocated
to a Class of
Subordinate
Certificates
minus
(b) the sum of (i) with
respect
to the Class of
Subordinate
Certificates
with the
Lowest
Priority,
any
Excess
Subordinate
Principal
Amount
for such
Distribution
Date;
and (ii) the
Capitalization
Reimbursement
Amount for such Loan Group and Distribution
Date,
other than the related Discount
Fraction of any
portion
of that
amount
related to each
Discount
Mortgage
Loan in the
related
Loan
Group,
multiplied
by a
fraction,
the numerator of which is the Subordinate
Principal
Distribution
Amount for such Class of Subordinate
Certificates,
without
giving
effect
to this
clause
(b)(ii),
and the
denominator
of which is the sum of the
principal
distribution
amounts for all Classes of
Certificates
other than the Class A-P
Certificates,
without
giving effect to any reductions for the Capitalization
Reimbursement Amount.
Trust Fund:
The segregated pool of assets consisting of:
(i)
the Mortgage Loans and the related Mortgage Files and collateral
securing such Mortgage Loans,
(ii)
all
payments on and
collections
in respect of the
Mortgage
Loans due after the Cut-off
Date
(other than
Monthly
Payments
due in the month of the
Cut-off
Date) as shall be on deposit in
the
Custodial
Account or in the
Certificate
Account and
identified as belonging to the Trust
Fund but not including amounts on deposit in the Initial Monthly
Payment Fund,
(iii)
property
that
secured
a
Mortgage
Loan
and that has been
acquired
for the
benefit
of the
Certificateholders by foreclosure or deed in lieu of foreclosure,
(iv)
the hazard insurance policies and Primary Insurance Policies, if
any,
(v)
the Initial Monthly Payment Fund, and
(vi)
all proceeds of clauses (i) through (v) 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 one
month's interest at the related
Uncertificated
Pass-Through Rate on the Uncertificated
Principal Balance of such
Uncertificated
REMIC I Regular Interest,
(ii) as to each Uncertificated REMIC II Regular Interest other than
each
Uncertificated
REMIC II
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
II
Regular
Interest
and
(iii)
as to
each
Uncertificated
REMIC I Regular Interest Z,
Uncertificated
REMIC II Regular Interest Z and
Uncertificated
REMIC
III Regular
Interest Z, an amount
equal to one
month's
interest at the Pool Strip Rate of the related
Mortgage
Loan on the
principal
balance of such
Mortgage
Loan reduced by such regular
interest's
pro-rata
share of any
prepayment interest shortfalls or other reductions of interest
allocable to the related Class A-V Certificates.
Uncertificated
Pass-Through Rate: With respect to each of the
Uncertificated
REMIC I Regular Interests,
other than the
Uncertificated
REMIC I Regular
Interests
Z, the per annum rate
specified in the
definition
of
Uncertificated
REMIC
I
Regular
Interests.
With
respect
to
each
of
the
Uncertificated
REMIC
II
Regular
Interests,
other
than the
Uncertificated
REMIC II Regular
Interests
Z, the per annum
rate
specified
in the
definition
of
Uncertificated
REMIC II Regular
Interests.
With respect to each
Uncertificated
REMIC I Regular
Interest Z,
Uncertificated
REMIC II Regular Interest Z and Uncertificated
REMIC III Regular Interest Z, the Pool
Strip Rate for the related Mortgage Loan.
With
respect to each
Uncertificated
REMIC II Regular
Interest Z, the Pool Strip Rate for the related
Mortgage Loan, and with respect to each
Uncertificated
REMIC III Regular Interest Z2, 100% of the
Uncertificated
Pass-Through Rate on the related identically numbered
Uncertificated REMIC II 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.
With respect to each
Uncertificated
REMIC II Regular Interest,
other than the
Uncertificated
REMIC II Regular Interests Z, as defined in the definition of
Uncertificated REMIC II Regular Interest.
Uncertificated
REMIC I Distribution
Amount: or any Distribution Date, the Available
Distribution Amount
shall be
distributed
to the
Uncertificated
REMIC I Regular
Interests
and the Class
R-I
Certificates
in the
following amounts and priority:
(A)
To the extent of the Available Distribution Amount for Loan Group
I:
(1)
first, to the
Uncertificated
REMIC I Regular Interests Z1,
Uncertificated
Accrued Interest thereon for
such
Distribution
Date, plus any
Uncertificated
Accrued Interest
thereon
remaining
unpaid from any previous Distribution Date;
(2)
second, to the
Uncertificated
REMIC I Regular Interest I-A-P-L,
an amount equal to the sum of the Class
A-P Principal Distribution Amounts for Loan Group I;
(3)
third,
to the
Uncertificated
REMIC I Regular
Interests
X-I and Y-I and the
Class
R-I
Certificates,
concurrently,
the
Uncertificated
Accrued Interest for such regular
interests and the
Accrued
Certificate
Interest
for such
Certificates
remaining
unpaid from
previous
Distribution
Dates,
pro rata
according
to their
respective
shares
of such
unpaid
amounts;
(4)
fourth,
to the
Uncertificated
REMIC I Regular
Interests
X-I and Y-I and the
Class R-I
Certificates,
concurrently,
the
Uncertificated
Accrued
Interest for such regular
interests or the
Accrued
Certificate
Interest for such Certificates for the current
Distribution Date,
pro rata according to their respective shares of such amounts; and
(5)
fifth, to the Uncertificated
REMIC I Regular Interests X-I,
Uncertificated REMIC I Regular Interests Y-I
and the Class R-I Certificates,
from the Available
Distribution
Amount for Loan Group
I remaining
after the
distributions
in clauses
(1)
through
(4) above,
the related
Subordinate
Principal
Distribution
Amount, the related Senior Principal
Distribution
Amount and the Class R-I Certificate principal distribution amount,
respectively.
(B)
To the extent of the Available Distribution Amount for Loan Group
II:
(1)
first, to the
Uncertificated
REMIC I Regular Interests Z2,
Uncertificated
Accrued Interest thereon for
such
Distribution
Date, plus any
Uncertificated
Accrued Interest
thereon
remaining
unpaid from any previous Distribution Date;
(2)
second, to the Uncertificated
REMIC I Regular Interest II-A-P-L,
an amount equal to the sum of the Class
A-P Principal Distribution Amounts for Loan Group II;
(3)
third, to the
Uncertificated
REMIC I Regular Interests X-II and Y-II,
concurrently,
the Uncertificated
Accrued Interest thereon
remaining
unpaid from previous
Distribution
Dates, pro rata
according to their respective shares of such unpaid amounts;
(4)
fourth, to the Uncertificated
REMIC I Regular Interests X-II and Y-II,
concurrently,
the Uncertificated
Accrued
Interest
thereon for the current
Distribution
Date,
pro rata
according
to
their respective shares of such amounts; and
(5)
fifth, to the
Uncertificated
REMIC I Regular
Interests X-II,
Uncertificated
REMIC I Regular Interests
Y-II,
from the
Available
Distribution
Amount for Loan Group II
remaining
after the
distributions
in clauses
(1)
through (4) above,
the
related
Subordinate
Principal
Distribution Amount and the related Senior Principal Distribution
Amount, respectively.
(C)
To the extent of the Available
Distribution
Amounts for Loan Groups I and II for such
Distribution Date
remaining
after payment of the amounts
pursuant to paragraphs (A) and (B) of this definition of
"Uncertificated REMIC I Distribution Amount":
(1)
first, to each Uncertificated
REMIC I Regular Interest,
pro rata according to the amount of unreimbursed
Realized
Losses
allocable
to
principal
previously
allocated
to each such
regular
interest,
the
aggregate
amount
of
any
distributions
to
the
Certificates
as
reimbursement
of such Realized
Losses on such
Distribution
Date pursuant to Section
4.02(g);
provided,
however,
that any amounts
distributed
pursuant to this paragraph
(C)(1) of this
definition of
"Uncertificated
REMIC I
Distribution
Amount" shall not
cause
a
reduction
in
the
Uncertificated
Principal
Balances
of
any
of
the
Uncertificated REMIC I Regular Interests; and
(2)
second, to the Class R-I Certificates, any remaining amount.
On each
Distribution
Date the Trustee shall be deemed to
distribute
from REMIC II, in the priority set
forth in the
definition
of the
Uncertificated
REMIC II
Distribution
Amount
to
itself
as the
holder of the
Uncertificated
REMIC II Regular
Interests and to the holders of the Class R-II Certificates as the
holders of the
residual
interest in REMIC II the amounts
distributable
thereon from the amounts deemed to have been received by
REMIC II from REMIC I under this definition.
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(b)(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(f),
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
Regular
Interest
Distribution
Amount
for
each
Uncertificated
REMIC I Regular
Interest
identified
in the table below
shall be, for any
Distribution
Date, the amount deemed distributed with respect to such
Uncertificated
REMIC I Regular Interest on such
Distribution Date pursuant to the provisions of Section 10.04(a).
------------------------------ ---------------------------
----------------------------
UNCERTIFICATED REMIC I
REGULAR INTEREST
PASS-THROUGH RATE
INITIAL PRINCIPAL BALANCE
------------------------------ ---------------------------
----------------------------
------------------------------ ---------------------------
----------------------------
X-I
6.00%
$259,874.66
------------------------------ ---------------------------
----------------------------
------------------------------ ---------------------------
----------------------------
X-II
5.50%
$25,885.36
------------------------------ ---------------------------
----------------------------
------------------------------ ---------------------------
----------------------------
Y-I
6.00%
$519,489,443.34
------------------------------ ---------------------------
----------------------------
------------------------------ ---------------------------
----------------------------
Y-II
5.50%
$51,744,838.64
------------------------------ ---------------------------
----------------------------
------------------------------ ---------------------------
----------------------------
I-A-P-L
0.00%
$3,517,434.00
------------------------------ ---------------------------
----------------------------
------------------------------ ---------------------------
----------------------------
II-A-P-L
0.00%
$248,670.00
------------------------------ ---------------------------
----------------------------
Uncertificated
REMIC I
Regular
Interests
Z:
The
1463
uncertificated
partial
undivided
beneficial
ownership
interests in the Trust Fund,
numbered
sequentially
from 1 to 1463,
each
relating to the
particular
Non-Discount
Mortgage Loan
identified
by sequential
number on the Mortgage Loan Schedule for Loan Group I, 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 II Regular
Interest
Distribution
Amounts:
With
respect
to each
Uncertificated
REMIC II Regular
Interest,
other than the
Uncertificated
REMIC II Regular
Interests Z, the amount specified as
the
Uncertificated
REMIC II Regular
Interest
Distribution
Amount with
respect
thereto in the
definition
of
Uncertificated
REMIC II Regular Interests.
With respect to the
Uncertificated
REMIC II Regular Interests Z, the
Uncertificated REMIC II Regular Interests Z Distribution Amount.
Uncertificated
REMIC II Regular
Interests:
The
Uncertificated
REMIC II Regular
Interests
Z together
with the interests
identified in the table below, each representing an undivided
beneficial ownership interest in
REMIC II, and having the following characteristics:
1.
The
principal
balance
from
time to time of each
Uncertificated
REMIC II
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(b)(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 II
Regular
Interest
pursuant
to
Section
10.04(f),
which
equals the
aggregate
principal
balance
of the
Classes
of
Certificates
identified
as related to such
Uncertificated REMIC II Regular Interest in such table.
2.
The
Uncertificated
Pass-Through
Rate
for
each
Uncertificated
REMIC
II
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 II Regular Interest
Distribution Amount for each Uncertificated REMIC
II Regular
Interest
identified
in the table below shall be, for any
Distribution
Date,
the
amount
deemed
distributed
with respect to such
Uncertificated
REMIC II Regular
Interest on
such Distribution Date pursuant to the provisions of Section
10.04(a).
----------------------------
----------------------------------------- ----------------------
------------------------
Uncertificated REMIC II
Related Classes of Certificates
Pass-Through Rate
Initial Principal
Regular Interest
Balance
----------------------------
----------------------------------------- ----------------------
------------------------
----------------------------
----------------------------------------- ----------------------
------------------------
V
Class I-A-1, Class I-A-2, Class I-A-4
6.00%
$453,409,100
and Class R-III
----------------------------
----------------------------------------- ----------------------
------------------------
----------------------------
----------------------------------------- ----------------------
------------------------
W
Class I-A-3, Class I-A-5 and Class I-A-6
6.00%
$48,025,000
----------------------------
----------------------------------------- ----------------------
------------------------
----------------------------
----------------------------------------- ----------------------
------------------------
I-A-P-M
Class I-A-P
0.00%
$3,517,434
----------------------------
----------------------------------------- ----------------------
------------------------
----------------------------
----------------------------------------- ----------------------
------------------------
II-A-P-M
Class I-A-P
0.00%
$248,670
----------------------------
----------------------------------------- ----------------------
------------------------
----------------------------
----------------------------------------- ----------------------
------------------------
X
Class II-A-1
5.50%
$49,949,000
----------------------------
----------------------------------------- ----------------------
------------------------
----------------------------
----------------------------------------- ----------------------
------------------------
Y
Class M-1, Class M-2, Class M-3, Class
The weighted average
$20,136,841
B-1, Class B-2 and Class B-3
of the
Uncertificated
Pass-Through Rates
for Uncertificated
REMIC I Regular
Interests X-I and
X-II
----------------------------
----------------------------------------- ----------------------
------------------------
Uncertificated
REMIC II Regular
Interests
Z: Each of the
Uncertificated
REMIC I Regular
Interests Z1
and Uncertificated REMIC I Regular Interests Z2.
Uncertificated
REMIC
I
Regular
Interests
Z1:
Each of the
1,463
uncertificated
partial
undivided
beneficial
ownership interests in REMIC I, numbered
sequentially from 1 to 1,463, each relating to the particular
Mortgage Loan in Loan Group I 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
Z2:
Each
of
the
455
uncertificated
partial
undivided
beneficial
ownership
interests in REMIC I, numbered
sequentially
from 1 to 455, each relating to the particular
Mortgage Loan in Loan Group II 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 II Regular
Interests Z: Each of the
Uncertificated
REMIC II Regular
Interests Z1
and Uncertificated REMIC II Regular Interests Z2.
Uncertificated
REMIC
II
Regular
Interests
Z1:
Each of the
1,463
uncertificated
partial
undivided
beneficial
ownership
interests
in
REMIC
II
numbered
sequentially
from
1 to
1,463,
each
relating
to the
identically
numbered
Uncertificated
REMIC I Regular
Interests
Z1, 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
II
Regular
Interests
Z2:
Each
of
the
455
uncertificated
partial
undivided
beneficial
ownership
interests in REMIC II numbered
sequentially from 1 to 455, each relating to the identically
numbered
Uncertificated
REMIC I Regular Interests Z2, 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 II Regular Interests Z 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.
Uncertificated
REMIC II Regular
Interest
Distribution
Amounts:
With
respect
to each
Uncertificated
REMIC II Regular
Interest,
other than the
Uncertificated
REMIC II Regular
Interests Z, the amount specified as
the
Uncertificated
REMIC II Regular
Interest
Distribution
Amount with
respect
thereto in the
definition
of
Uncertificated
REMIC II Regular Interests.
With respect to the
Uncertificated
REMIC II Regular Interests Z, the
Uncertificated REMIC II Regular Interests Z Distribution Amount.
Uncertificated
REMIC III Regular Interests Z: Each of the
Uncertificated
REMIC III Regular Interests Z1
and Uncertificated REMIC III Regular Interests Z2.
Uncertificated
REMIC III
Regular
Interests
Z1:
Each of the
1,463
uncertificated
partial
undivided
beneficial
ownership
interests in REMIC III numbered
sequentially
from 1 through
1,463,
each
relating to the
identically
numbered
Uncertificated
REMIC II Regular
Interests Z1, each having no principal balance and bearing
interest
at a rate equal to the
related
Pool Strip Rate on the Stated
Principal
Balance of the
Mortgage
Loan
related to the identically
numbered
Uncertificated
REMIC I Regular Interests Z1, comprising such
Uncertificated
REMIC III Regular Interests Z1's pro rata share of the amount
distributed pursuant to Section 10.04(a).
Uncertificated
REMIC
III
Regular
Interests
Z2:
Each
of the
455
uncertificated
partial
undivided
beneficial
ownership
interests
in REMIC III
numbered
sequentially
from 1 through
455,
each
relating to the
identically
numbered
Uncertificated
REMIC II Regular
Interests Z2, each having no principal balance and bearing
interest
at a rate equal to the
related
Pool Strip Rate on the Stated
Principal
Balance of the
Mortgage
Loan
related to the identically
numbered
Uncertificated
REMIC I Regular Interests Z2, comprising such
Uncertificated
REMIC III Regular Interests Z2's pro rata share of the amount
distributed pursuant to Section 10.04(a).
Uncertificated
REMIC III Regular
Interests
Z
Distribution
Amount:
With
respect to any
Distribution
Date,
the sum of the amounts
deemed to be distributed
on the
Uncertificated
REMIC III Regular
Interests Z for
such Distribution Date pursuant to Section 10.04.
Uncertificated
REMIC
Regular
Interest:
Any
of
the
Uncertificated
REMIC
I
Regular
Interests,
Uncertificated REMIC II Regular Interests or Uncertificated REMIC
III Regular Interests.
Underwriters:
Bear, Stearns & Co. Inc. and Greenwich Capital Markets, Inc..
Section 1.02
Use of Words and Phrases.
"Herein,"
"hereby,"
"hereunder,"
"hereof,"
"hereinbefore,"
"hereinafter"
and other
equivalent words
refer to the
Pooling
and
Servicing
Agreement
as a whole.
All
references
herein
to
Articles,
Sections
or
Subsections
shall
mean the
corresponding
Articles,
Sections
and
Subsections
in the
Pooling
and
Servicing
Agreement.
The definitions set forth herein include both the singular and the
plural.
References in the Pooling and Servicing
Agreement to "interest" on and
"principal" of the Mortgage Loans
shall
mean,
with
respect to the Sharia
Mortgage
Loans,
amounts in respect
profit
payments
and
acquisition
payments, respectively.
ARTICLE II
ARTICLE II CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01
Conveyance of Mortgage Loans.
(a)
(See Section 2.01(a) of the Standard Terms)
(b)
(See Section 2.01(b) of the Standard Terms)
(c)
(See Section 2.01(c) of the Standard Terms)
(d)
(See Section 2.01(d) of the Standard Terms)
(e)
(See Section 2.01(e) of the Standard Terms)
(f)
(See Section 2.01(f) of the Standard Terms)
(g)
(See Section 2.01(g) of the Standard Terms)
(h)
(See Section 2.01(h) of the Standard Terms)
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 Cut-off Date (or, if otherwise specified below, as of the
date so specified):
(i)
No Group I Loan is 30 to 59 days
Delinquent in the payment of principal
and interest.
As of the Cut-off
Date,
four of the
Group I Loans
have been a
maximum
of 30 to 59 days
Delinquent
in the
payment
of
principal
and interest
since their
origination.
As of the Cut-off
Date, no Group I Loan is 60 or more
days
Delinquent in the payment of principal and interest since their
origination and no Group I Loan has
been 60 or more days
Delinquent in payment of principal and interest since its
origination.
No Group II
Loan is 30 or more days
Delinquent
in the payment of
principal
and interest as of the Cut-off Date and
no Group II 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-I and Exhibit
One-II 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,
in the case of Group I Loans, and 15 years, in the case of Group II
Loans;
(iv)
To the best of the Company's
knowledge,
with respect to all of the Group I Loans and Group II Loans,
if
a Mortgage Loan is secured by a Mortgaged
Property with a
Loan-to-Value
Ratio at
origination in excess
of 80%,
(i) any such Group I 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% and (ii) any such Group II Loan is the
subject of a Primary
Insurance
Policy that
insures
that
(a)
at
least
25%
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 12% of such balance if the
Loan-to-Value
Ratio is between
90.00% and 85.01%,
and (c) at least 6% of such
balance if the
Loan-to-Value
Ratio is
between 85.00% and 80.01%.
To the best of the Company's
knowledge,
each such Primary
Insurance
Policy
is in full force and effect and the Trustee is entitled to the
benefits thereunder;
(v)
The issuers of the Primary Insurance Policies are insurance
companies whose
claims-paying
abilities are
currently acceptable to each Rating Agency;
(vi)
No more than 0.7% of the
Group I 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 0.6% of
the Group I 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;
no more than 3.3% of the Group II Loans
by aggregate
Cut-off Date Principal
Balance are secured by Mortgaged
Properties
located in any one zip
code area in the State of
California
and no more
than 1.9% of the Group II Loans by
aggregate
Cut-off
Date Principal
Balance are secured by Mortgaged
Properties
located in any one zip code area outside the
State of California;
(vii)
The
improvements
upon the
Mortgaged
Properties
are insured
against loss by fire and other hazards as
required by the Program Guide,
including
flood
insurance if required under the National Flood Insurance
Act of 1968, as amended.
The Mortgage
requires the Mortgagor to maintain such casualty
insurance at the
Mortgagor's
expense,
and on the Mortgagor's
failure to do so,
authorizes the holder of the Mortgage to
obtain and maintain such insurance at the
Mortgagor's
expense and to seek
reimbursement
therefore from
the Mortgagor;
(viii)
Immediately
prior to the assignment of the Mortgage Loans to the Trustee,
the Company had good title to,
and was the sole
owner of,
each
Mortgage
Loan
free and
clear of any
pledge,
lien,
encumbrance
or
security interest (other than rights to servicing and related
compensation)
and such assignment
validly
transfers ownership of the Mortgage Loans to the Trustee free and
clear of any pledge,
lien,
encumbrance
or security interest;
(ix)
No more than 41.3% of the Group I Loans by aggregate
Cut-off
Date
Principal
Balance were
underwritten
under a
reduced
loan
documentation
program;
no more
than
49.5% of the
Group II 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)
None of the Mortgage Loans are Cooperative Loans;
(xv)
Except
with
respect
to
approximately
2.5% the
Group I Loans and
approximately
1.5% of the Group II
Loans,
none of the Mortgage Loans were originated
under a "streamlined"
Mortgage Loan program
(through
which
no new or
updated
appraisals
of
Mortgaged
Properties
are
obtained
in
connection
with
the
refinancing
thereof),
the
related
Seller has
represented
that
either
(a) the value of the
related
Mortgaged
Property as of the date the Mortgage Loan was originated was not
less than the appraised
value
of such property at the time of
origination
of the
refinanced
Mortgage
Loan or (b) the
Loan-to-Value
Ratio of the
Mortgage
Loan as of the date of
origination
of the
Mortgage
Loan
generally
meets
the
Company's underwriting guidelines;
(xvi)
Interest on each Mortgage
Loan is
calculated on the basis of a 360-day year
consisting of twelve 30-day
months;
(xvii)
None of the Mortgage Loans contains in the related Mortgage File a
Destroyed Mortgage Note; and
(xviii)
None of the Mortgage Loans are Pledged Asset Loans or Additional
Collateral Loans.
It is
understood
and agreed that the
representations
and
warranties
set forth in this Section
2.03(b)
shall
survive delivery of the respective Custodial Files to the Trustee
or the Custodian.
Upon discovery by any of the Company,
the Master Servicer,
the Trustee,
or the Custodian of a breach of
any of the
representations
and warranties set forth in this Section 2.03(b) that materially
and adversely affects
the interests of the
Certificateholders
in any Mortgage Loan, the party discovering such breach shall give
prompt
written
notice to the other parties (any
Custodian
being so obligated
under a Custodial
Agreement);
provided,
however,
that in the event of a breach of the representation and warranty
set forth in Section
2.03(b)(xii),
the
party
discovering
such
breach
shall
give such
notice
within
five days of
discovery.
Within 90 days of its
discovery
or its
receipt of notice of breach,
the
Company
shall
either (i) cure such
breach in all
material
respects
or (ii)
purchase
such
Mortgage
Loan from the Trust Fund at the
Purchase
Price and in the manner set
forth in Section
2.02;
provided
that the Company
shall have the option to
substitute
a
Qualified
Substitute
Mortgage Loan or Loans for such Mortgage Loan if such
substitution
occurs within two years
following the Closing
Date;
provided
that if the
omission
or defect
would
cause the
Mortgage
Loan to be other
than a
"qualified
mortgage" as defined in Section
860G(a)(3) of the Code, any such cure or repurchase must occur
within 90 days from
the date such breach was discovered.
Any such
substitution
shall be effected by the Company under the same terms
and conditions as provided in Section 2.04 for
substitutions by Residential
Funding.
It is understood and agreed
that the
obligation
of the Company to cure such breach or to so purchase or
substitute
for any Mortgage Loan as
to which such a breach has occurred and is
continuing
shall
constitute
the sole remedy
respecting
such breach
available
to the
Certificateholders
or the
Trustee
on behalf of the
Certificateholders.
Notwithstanding
the
foregoing,
the Company
shall not be required to cure
breaches or purchase or
substitute
for Mortgage
Loans as
provided
in this
Section
2.03(b)
if the
substance
of the
breach of a
representation
set forth
above
also
constitutes fraud in the origination of the Mortgage Loan.
Section 2.04
Representations and Warranties of Residential Funding.
(See Section 2.04 of the Standard Terms)
Section 2.05
Execution and Authentication of Class R-I Certificates.
The Trustee
acknowledges
the
assignment
to it of the Mortgage
Loans and the delivery of the Custodial
Files to it, or any Custodian on its behalf,
subject to any exceptions
noted,
together with the assignment to it
of all other assets included in the Trust Fund,
receipt of which is hereby
acknowledged.
Concurrently
with such
delivery and in exchange
therefore,
the Trustee,
pursuant to the written
request of the Company
executed by an
officer of the
Company has
executed
and caused to be
authenticated
and
delivered
to or upon the order of the
Company (i) the Class R-I Certificates in authorized
denominations which together with the Uncertificated
REMIC I
Regular Interests,
evidence the beneficial
interest in REMIC I and (ii) the Class R-II Certificates in
authorized
denominations which together with the Uncertificated
REMIC II Regular Interests,
evidence the beneficial interest
in REMIC II.
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 and the
Uncertificated
REMIC II Regular Interests to the Trustee for the benefit of the
Holders of each Class of
Certificates
(other than the Class R-I
Certificates
and the Class R-II
Certificates).
The Trustee
acknowledges
receipt of the Uncertificated
REMIC I Regular Interests and the Uncertificated REMIC II
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 and the Class
R-II
Certificates).
The
rights
of the
Holders
of each
Class
of
Certificates
(other
than
the
Class
R-I
Certificates and the Class R-II
Certificates) to receive
distributions
from the proceeds of REMIC III 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 III.
The Trustee
acknowledges
the assignment to it of the
Uncertificated
REMIC I Regular
Interests and the
Uncertificated REMIC II Regular Interests and,
concurrently
therewith and in exchange therefore,
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
and the
Class
R-II
Certificates)
in
authorized
denominations,
which
evidence
the
beneficial interest in the entire REMIC III.
Section 2.08
Purposes and Powers of the Trust.
(See Section 2.08 of the Standard Terms).
Section 2.09
Agreement Regarding Ability to Disclose.
The Company,
the Master
Servicer and the Trustee
hereby
agree,
notwithstanding
any other
express or
implied
agreement
to
the
contrary,
that
any
and
all
Persons,
and
any
of
their
respective
employees,
representatives,
and other agents may disclose,
immediately
upon
commencement
of
discussions,
to any and all
Persons,
without
limitation of any kind, the tax treatment and tax structure of the
transaction and all materials
of any kind
(including
opinions or other tax
analyses)
that are
provided
to any of them
relating to such tax
treatment and tax structure.
For purposes of this
paragraph,
the terms "tax
treatment" and "tax
structure" are
defined under Treasury Regulationss.1.6011-4(c).
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01
Master Servicer to Act as Servicer.
(See Section 3.01 of the Standard Terms)
Section 3.02
Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of Subservicers'
and Sellers' Obligations.
(a)
The Master Servicer may continue in effect
Subservicing
Agreements
entered into by Residential
Funding
and
Subservicers
prior to the
execution
and
delivery of this
Agreement,
and may enter into new
Subservicing
Agreements with
Subservicers,
for the servicing and
administration
of all or some of the Mortgage
Loans.
Each
Subservicer
shall be either (i) an
institution
the
accounts
of which are
insured by the FDIC or (ii)
another
entity that
engages in the
business of
originating
or
servicing
mortgage
loans,
and in either case shall be
authorized to transact business in the state or states in which the
related
Mortgaged
Properties it is to service
are
situated,
if and to the
extent
required
by
applicable
law to
enable
the
Subservicer
to
perform
its
obligations hereunder and under the Subservicing
Agreement,
and in either case shall be a Freddie Mac, Fannie Mae
or HUD approved mortgage
servicer.
In addition,
any Subservicer of a Mortgage Loan insured by the FHA must be an
FHA-approved
servicer,
and any
Subservicer
of a
Mortgage
Loan
guaranteed
by the VA
must
be a
VA-approved
servicer.
Each
Subservicer
of a Mortgage
Loan shall be
entitled
to receive
and
retain,
as
provided in the
related
Subservicing
Agreement
and in Section
3.07,
the
related
Subservicing
Fee from
payments of interest
received
on such
Mortgage
Loan after
payment of all amounts
required to be remitted to the Master
Servicer in
respect of such Mortgage Loan. For any Mortgage Loan that is a
Nonsubserviced
Mortgage Loan, the Master
Servicer
shall be
entitled
to receive
and retain an amount
equal to the
Subservicing
Fee from
payments
of
interest.
Unless the context otherwise
requires,
references in this Agreement to actions taken or to be taken by the
Master
Servicer in servicing
the Mortgage
Loans include
actions taken or to be taken by a Subservicer
on behalf of the
Master
Servicer.
Each
Subservicing
Agreement will be upon such terms and
conditions as are generally
required
by,
permitted by or consistent
with the Program
Guide and are not
inconsistent
with this
Agreement and as the
Master Servicer and the
Subservicer
have agreed;
provided that, the
Subservicing
Agreement
between the Master
Servicer and Wells Fargo,
if any, will be upon such terms and
conditions as are
consistent
with this
Agreement
and as the Master
Servicer and the
Subservicer
have agreed,
which may not be consistent with the Program Guide.
With the approval of the Master
Servicer,
a Subservicer
may delegate its servicing
obligations
to
third-party
servicers,
but such
Subservicer
will remain
obligated
under the
related
Subservicing
Agreement.
The Master
Servicer and a Subservicer may enter into amendments
thereto or a different form of
Subservicing
Agreement,
and
the form referred to or included in the Program Guide is merely
provided for
information
and shall not be deemed
to limit in any respect
the
discretion
of the Master
Servicer
to modify or enter into
different
Subservicing
Agreements;
provided,
however,
that any such
amendments
or different
forms shall be
consistent
with and not
violate the
provisions
of either this
Agreement
or the Program
Guide in a manner
which would
materially
and
adversely affect the interests of the
Certificateholders.
The Program Guide and any other Subservicing
Agreement
entered into between the Master
Servicer and any
Subservicer
shall require the
Subservicer
to
accurately
and
fully report its borrower credit files to each of the Credit
Repositories in a timely manner.
(b)
(See Section 3.02(b) of the Standard Terms)
Section 3.03
Successor Subservicers.
(See Section 3.03 of the Standard Terms)
Section 3.04
Liability of the Master Servicer.
(See Section 3.04 of the Standard Terms)
Section 3.05
No Contractual Relationship Between Subservicer and Trustee or
Certificateholders.
(See
Section 3.05 of the Standard Terms)
Section 3.06
Assumption or Termination of Subservicing Agreements by Trustee.
(See Section 3.06 of the
Standard Terms)
Section 3.07
Collection of Certain Mortgage Loan Payments; Deposits to Custodial
Account.
(See Section 3.07
of the Standard Terms)
Section 3.08
Subservicing Accounts; Servicing Accounts.
(See Section 3.08 of the Standard Terms)
Section 3.09
Access to Certain Documentation and Information Regarding the
Mortgage Loans.
(See Section
3.09 of the Standard Terms)
Section 3.10
Permitted Withdrawals from the Custodial Account.
(See Section 3.10 of the Standard Terms)
Section 3.11
Maintenance of the Primary Insurance Policies; Collections
Thereunder.
(See Section 3.11 of
the Standard Terms)
Section 3.12
Maintenance of Fire Insurance and Omissions and Fidelity Coverage.
(See Section 3.12 of the
Standard Terms)
Section 3.13
Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain
Assignments.
(See Section 3.13 of the Standard Terms)
Section 3.14
Realization Upon Defaulted Mortgage Loans.
(See Section 3.14 of the Standard Terms)
Section 3.15
Trustee to Cooperate; Release of Custodial Files.
(See Section 3.15 of the Standard Terms)
Section 3.16
Servicing and Other Compensation; Compensating Interest.
(See Section 3.16 of the Standard
Terms)
Section 3.17
Reports to the Trustee and the Company.
(See Section 3.17 of the Standard Terms)
Section 3.18
Annual Statement as to Compliance.
(See Section 3.18 of the Standard Terms)
Section 3.19
Annual Independent Public Accountants' Servicing Report.
(See Section 3.19 of the Standard
Terms)
Section 3.20
Rights of the Company in Respect of the Master Servicer.
(See Section 3.20 of the Standard
Terms)
Section 3.21
Administration of Buydown Funds.
(See Section 3.21 of the Standard Terms)
Section 3.22
Advance Facility.
(See Section 3.22 of the Standard Terms)
ARTICLE IV
PAYMENTS TO
CERTIFICATEHOLDERS
Section 4.01
Certificate Account.
(See Section 4.01 of the Standard Terms)
Section 4.02
Distributions.
(a)
On each
Distribution
Date,
(x) the Master
Servicer
on behalf of the
Trustee or (y) the Paying
Agent
appointed
by the
Trustee,
shall
distribute
(I) to
the Master
Servicer
or a
sub-servicer,
in the case of a
distribution
pursuant to Section
4.02(a)(iii) below, the amount required to be distributed to the
Master Servicer
or a sub-servicer
pursuant to Section
4.02(a)(iii)
below,
and (II) to each
Certificateholder
of record on the
next preceding Record Date (other than as provided in Section 9.01
respecting the final
distribution),
either (1)
in immediately
available funds (by wire transfer or otherwise) to the account of
such
Certificateholder at a bank
or other entity having
appropriate
facilities
therefore,
if such
Certificateholder
has so notified the Master
Servicer or the Paying Agent, as the case may be, or (2) if such
Certificateholder
has not so notified the Master
Servicer or the Paying Agent by the Record Date, by check mailed to
such
Certificateholder
at the address of such
Holder
appearing in the
Certificate
Register,
such
Certificateholder's
share (which share (A) with respect to
each
Class of
Certificates
(other
than any
Subclass
of the
Class
A-V
Certificates),
shall be based on the
aggregate of the Percentage
Interests
represented by Certificates of the applicable
Class held by such Holder or
(B) with respect to any Subclass of the Class A-V
Certificates,
shall be equal to the amount (if any) distributed
pursuant
to Section
4.02(a)(i)
below to each
Holder of a Subclass
thereof) of the
following
amounts,
in the
following order of priority
(subject to the provisions of Section 4.02(b),
(c), (d), (e) and (f) below),
in each
case to the extent of the related Available Distribution Amount
remaining:
(i)
(X)
from the Available
Distribution
Amount related to the Loan Group I, to the holders of the Group
I Senior
Certificates
(other
than the Class I-A-P
Certificates)
on a pro rata basis based on
the Accrued
Certificate
Interest payable on such Certificates with respect to such
Distribution
Date, the Accrued
Certificate
Interest on such Classes of Certificates (or Subclasses,
if any,
with
respect to the Class
I-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); and
(Y)
from the
Available
Distribution
Amount
related to the Loan Group II, to the
holders of the Group II Senior Certificates
(other than the Class II-A-P
Certificates) on a pro
rata basis based on the Accrued
Certificate
Interest payable on such
Certificates with respect
to such Distribution Date, the Accrued
Certificate
Interest on such Classes of Certificates (or
Subclasses,
if any, with respect to the Class II-A-V
Certificates) for such Distribution
Date,
plus any Accrued
Certificate
Interest thereon
remaining unpaid from any previous
Distribution
Date, except as provided in the last paragraph of this Section
4.02(a);
(ii)
(X)
to the Class I-A-P Certificates from the Available
Distribution
Amount from Loan Group I and to
the Class II-A-P
Certificates
from the
Available
Distribution
Amount from Loan Group II, the
Class A-P
Principal
Distribution
Amount for the
related
Loan
Group,
until the
Certificate
Principal Balance of the related Class A-P Certificates has been
reduced to zero; and
(Y)
to the Senior
Certificates
(other than the related Class A-P Certificates) of
each
Certificate
Group,
from the Available
Distribution
Amount for the related Loan Group in
the
priorities and amounts set forth in Sections
4.02(b)(ii)
through
4.02(f),
the sum of the
following (applied to reduce the Certificate
Principal Balances of such Senior Certificates,
as
applicable):
(A)
the related Senior Percentage for such
Distribution Date and Loan Group, as applicable,
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 in the
related
Loan
Group
(other
than
the
related
Discount
Fraction
of the
principal
portion
of
such
payment
with
respect
to a Discount
Mortgage
Loan,
if any,
in the
related
Loan
Group),
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, if any) which together with other
Bankruptcy
Losses on
the
Mortgage
Loans in the
related
Loan Group
exceeds
the
related
Bankruptcy Amount;
(2)
the Stated
Principal
Balance of any
Mortgage
Loan in the
related
Loan Group
repurchased
during the
preceding
calendar
month (or
deemed to have been so
repurchased
in
accordance
with
Section
3.07(b) of the Standard
Terms)
pursuant to
Sections
2.02,
2.03,
2.04 or 4.07 and the
amount
of any
shortfall
deposited
in
the
Custodial
Account
in
connection
with
the
substitution
of a Deleted
Mortgage
Loan in the
related
Loan
Group
pursuant to Section 2.03 or 2.04 during the
preceding
calendar
month
(other than the
related
Discount
Fraction
of such Stated
Principal
Balance or shortfall
with respect to each Discount
Mortgage
Loan, if
any); 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)
with
respect
to
the
related
Loan
Group,
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,
if any, in the related Loan Group);
(B)
with
respect
to each
Mortgage
Loan in the
related
Loan Group 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 related 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
related
Senior
Accelerated
Distribution
Percentage
for
such
Distribution
Date
times
the
related
unscheduled
collections
(including
without
limitation
Insurance
Proceeds,
Liquidation
Proceeds
and REO
Proceeds)
to the extent
applied by the Master
Servicer as
recoveries
of principal of the related
Mortgage Loan pursuant to
Section
3.14 of the
Standard
Terms (in each case other
than the
portion of
such
unscheduled
collections,
with
respect
to a
Discount
Mortgage
Loan,
included in clause (C) of the
definition of Class A-P
Principal
Distribution
Amount in this Series Supplement);
(C)
the related Senior Accelerated
Distribution
Percentage for such Distribution Date times the aggregate of
all
Principal
Prepayments
in Full with
respect
to the
related
Loan Group
received in the related
Prepayment Period and Curtailments with respect to the
related Loan Group
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 in the related Loan
Group);
(D)
any Excess Subordinate Principal Amount for such Distribution Date
with respect to such Loan Group;
(E)
any amounts to be
allocated
to the related
Loan Group from the other Loan Group
pursuant to the second
paragraph of Section 4.02(d) of this Series Supplement; and
(F)
any amounts
described in subsection
(ii)(Y),
clauses (A), (B), (C) and (E) 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 (F) to
the extent that such
amounts are not
attributable
to Realized
Losses
which
have been allocated to the Subordinate Certificates; minus
(G)
the
related
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,
if any, in the related Loan Group,
multiplied
by a fraction,
the numerator of which is the related
Senior
Principal
Distribution
Amount,
without
giving effect to this clause (G), and the
denominator of which is the
sum
of
the
principal
distribution
amounts
for
all
Classes
of
related
Certificates
other than the related Class A-P
Certificates,
payable from the
Available
Distribution Amount for the related Loan Group without giving
effect
to any reductions for the related 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 each Loan Group for such
Distribution
Date, minus
(y) the amount of any Class A-P Collection
Shortfalls for each Loan Group for such
Distribution
Date or
remaining
unpaid for all previous
Distribution
Dates, to the extent the amounts
available
pursuant to
clause (x) of Sections
4.02(a)(vii),
(ix), (xi),
(xiii),
(xiv) and (xv) of this Series
Supplement are
insufficient
therefore,
applied
in
reduction
of the
Certificate
Principal
Balance of the Class M-1
Certificates;
(vi)
to the
Holders
of the
Class
M-2
Certificates,
the
Accrued
Certificate
Interest
thereon
for such
Distribution
Date,
plus any Accrued
Certificate
Interest
thereon
remaining
unpaid from any previous
Distribution Date, except as provided below;
(vii)
to the
Holders
of the
Class
M-2
Certificates,
an
amount
equal
to (x)
the
Subordinate
Principal
Distribution
Amount for such Class of Certificates for each Loan Group for such
Distribution
Date, minus
(y) the amount of any Class A-P Collection
Shortfalls for each Loan Group for such
Distribution
Date or
remaining
unpaid for all previous
Distribution
Dates, to the extent the amounts
available
pursuant to
clause
(x) of
Sections
4.02(a)(ix),
(xi),
(xiii),
(xiv)
and
(xv) of
this
Series
Supplement
are
insufficient
therefore,
applied
in
reduction
of the
Certificate
Principal
Balance of the Class M-2
Certificates;
(viii)
to the
Holders
of the
Class
M-3
Certificates,
the
Accrued
Certificate
Interest
thereon
for such
Distribution
Date,
plus any Accrued
Certificate
Interest
thereon
remaining
unpaid from any previous
Distribution Date, except as provided below;
(ix)
to the
Holders
of the
Class
M-3
Certificates,
an
amount
equal
to (x)
the
Subordinate
Principal
Distribution
Amount for such Class of Certificates for each Loan Group for such
Distribution
Date minus
(y) the amount of any Class A-P Collection
Shortfalls for each Loan Group for such
Distribution
Date or
remaining
unpaid for all previous
Distribution
Dates, to the extent the amounts
available
pursuant to
clause (x) of Sections
4.02(a)(xi),
(xiii),
(xiv) and (xv) of this Series
Supplement are
insufficient
therefore, applied in reduction of the Certificate Principal
Balance of the Class M-3 Certificates;
(x)
to the
Holders
of the
Class
B-1
Certificates,
the
Accrued
Certificate
Interest
thereon
for such
Distribution
Date,
plus any Accrued
Certificate
Interest
thereon
remaining
unpaid from any previous
Distribution Date, except as provided below;
(xi)
to the
Holders
of the
Class
B-1
Certificates,
an
amount
equal
to (x)
the
Subordinate
Principal
Distribution
Amount for such Class of Certificates for each Loan Group for such
Distribution
Date minus
(y) the amount of any Class A-P Collection
Shortfalls for each Loan Group for such
Distribution
Date or
remaining
unpaid for all previous
Distribution
Dates, to the extent the amounts
available
pursuant to
clause
(x) of
Sections
4.02(a)(xiii),
(xiv)
and
(xv)
of this
Series
Supplement
are
insufficient
therefore, applied in reduction of the Certificate Principal
Balance of the Class B-1 Certificates;
(xii)
to the
Holders
of the
Class
B-2
Certificates,
the
Accrued
Certificate
Interest
thereon
for such
Distribution
Date,
plus any Accrued
Certificate
Interest
thereon
remaining
unpaid from any previous
Distribution Date, except as provided below;
(xiii)
to the
Holders
of the
Class
B-2
Certificates,
an
amount
equal
to (x)
the
Subordinate
Principal
Distribution
Amount for such Class of Certificates for each Loan Group for such
Distribution
Date minus
(y) the amount of any Class A-P Collection
Shortfalls for each Loan Group for such
Distribution
Date or
remaining
unpaid for all previous
Distribution
Dates, to the extent the amounts
available
pursuant to
clause (x) of
Sections
4.02(a)(xiv)
and (xv) of this
Series
Supplement
are
insufficient
therefore,
applied in reduction of the Certificate Principal Balance of the
Class B-2 Certificates;
(xiv)
to the Holders of the Class B-3
Certificates,
an amount
equal to (x) the Accrued
Certificate
Interest
thereon for such Distribution
Date, plus any Accrued
Certificate
Interest thereon remaining unpaid from
any
previous
Distribution
Date,
except
as
provided
below,
minus
(y) the
amount
of any Class A-P
Collection
Shortfalls
for each
Loan
Group
for such
Distribution
Date or
remaining
unpaid
for all
previous
Distribution
Dates,
to the
extent the
amounts
available
pursuant
to clause (x) of Section
4.02(a)(xv) of this Series Supplement are insufficient therefore;
(xv)
to the
Holders
of the
Class
B-3
Certificates,
an
amount
equal
to (x)
the
Subordinate
Principal
Distribution
Amount for such Class of Certificates for each Loan Group for such
Distribution
Date minus
(y) the amount of any Class A-P Collection
Shortfalls for each Loan Group for such
Distribution
Date or
remaining unpaid for all previous
Distribution Dates,
applied in reduction of the Certificate
Principal
Balance of the Class B-3 Certificates;
(xvi)
to the Senior
Certificates
in a Certificate
Group, in the priority set forth in Section
4.02(b),
(c),
(d), (e) and (f) of this Series Supplement,
the portion,
if any, of the Available
Distribution
Amounts
for
the
related
Loan
Group
remaining
after
the
foregoing
distributions,
applied
to
reduce
the
Certificate
Principal
Balances of such Senior
Certificates,
but in no event more than the aggregate of
the
outstanding
Certificate
Principal
Balances
of
each
such
Class
of
Senior
Certificates,
and
thereafter,
to each Class of Subordinate
Certificates
then
outstanding
beginning with such Class with
the Highest
Priority,
any portion of the
related
Available
Distribution
Amount
remaining
after the
related Senior
Certificates
have been retired,
applied to reduce the Certificate
Principal
Balance of
each
such
Class of
Subordinate
Certificates,
but in no event
more than the
outstanding
Certificate
Principal Balance of each such Class of Subordinate Certificates;
and
(xvii)
to the Class R-III Certificates,
the balance, if any, of the Available
Distribution Amount for each Loan
Group.
Notwithstanding
the
foregoing,
on any
Distribution
Date,
with
respect
to the Class of
Subordinate
Certificates
outstanding
on such
Distribution
Date with the Lowest
Priority,
or in the event the
Subordinate
Certificates are no longer outstanding,
the Senior
Certificates,
Accrued Certificate
Interest thereon remaining
unpaid from any previous
Distribution
Date will be
distributable
only to the extent that (1) a shortfall in the
amounts available to pay Accrued
Certificate
Interest on any Class of Certificates
results from an interest rate
reduction
in
connection
with a Servicing
Modification,
or (2) such unpaid
Accrued
Certificate
Interest
was
attributable to interest
shortfalls
relating to the failure of the Master Servicer to make any required
Advance,
or the
determination
by the Master
Servicer
that any proposed
Advance would be a
Nonrecoverable
Advance with
respect to the related
Mortgage Loan where such
Mortgage Loan has not yet been the subject of a Cash
Liquidation
or REO
Disposition
or the related
Liquidation
Proceeds,
Insurance
Proceeds and REO Proceeds have not yet been
distributed to the Certificateholders.
(b)
On each
Distribution
Date occurring
prior to the Credit Support
Depletion
Date, the Senior
Principal
Distribution Amount for Loan Group I shall be distributed in the
following manner and priority:
(i)
first,
to the Class R-I,
Class R-II and Class R-III
Certificates,
pro rata, in
accordance
with their
respective
Certificate
Principal
Balance,
until the Certificate
Principal
Balances thereof have been
reduced to zero;
(ii)
second, to the Class I-A-4, Class I-A-5 and Class I-A-6
Certificates,
pro rata, in accordance with their
respective
Certificate
Principal Balance, an amount up to the Lockout Amount for that
Distribution Date,
until the Certificate Principal Balances there have been reduced to
zero;
(iii)
third, to the Class I-A-1 Certificates,
until the Certificate
Principal Balance thereof has been reduced
to zero;
(iv)
fourth,
to the Class
I-A-2
Certificates,
until the
Certificate
Principal
Balance
thereof
has been
reduced to zero; and
(v)
fifth, to the Class I-A-4,
Class I-A-5 and Class I-A-6
Certificates,
pro rata, in accordance with their
respective
Certificate
Principal
Balance and without regard to the Lockout Amount for that
Distribution
Date, until the Certificate Principal Balances thereof have been
reduced to zero.
(c)
On each
Distribution
Date occurring
prior to the Credit Support
Depletion
Date, the Senior
Principal
Distribution
Amount
for
Loan
Group
II shall
be
distributed
to the
Class
II-A-1
Certificates,
until
the
Certificate Principal Balance thereof has been reduced to zero.
(d)
On any
Distribution
Date prior to the occurrence of the Credit Support
Depletion Date that occurs after
the reduction of the aggregate
Certificate
Principal Balance of the Senior
Certificates of any Certificate Group
to zero, the outstanding
Senior
Certificates of the other
Certificate
Group will be entitled to receive 100% of
the mortgagor
prepayments
on the Mortgage Loans in the Loan Group related to Senior
Certificates
that have been
fully paid.
Such
amounts
allocated
to Senior
Certificates
shall be treated as part of the
related
Available
Distribution
Amount and
distributed as part of the related
Senior
Principal
Distribution
Amount in accordance
with the
priorities
set forth in Section
4.02(b)
and
Section
4.02(c),
as
applicable,
in
reduction
of the
Certificate
Principal Balances thereof.
Notwithstanding the foregoing,
remaining Senior Certificates will not be
entitled to receive
mortgagor
prepayments
on the Mortgage
Loans in a Loan Group related to Senior
Certificates
that have been
fully
paid if the
following
two
conditions
are
satisfied:
(1) the
weighted
average
of the
Subordinate
Percentages
for both Loan
Groups for such
Distribution
Date,
weighted
on the basis of the Stated
Principal
Balances of the Mortgage Loans in the related Loan Group, is at
least two times the weighted
average of
the
initial
Subordinate
Percentages
for both Loan
Groups,
calculated
on that
basis and (2) the
outstanding
principal
balance of the Mortgage Loans in both Loan Groups
delinquent 60 days or more averaged over the last six
months,
as a percentage of the aggregate
outstanding
Certificate
Principal
Balance of the Class M Certificates
and Class B Certificates, is less than 50%.
On any
Distribution
Date prior to the Credit Support
Depletion Date on which the aggregate
Certificate
Principal
Balance
of the Senior
Certificates
of any
Certificate
Group is greater
than the
aggregate
Stated
Principal
Balance
of the
Mortgage
Loans
in the
related
Loan
Group
in each
case
after
giving
effect
to
distributions to be made on such Distribution
Date, (1) 100% of the mortgagor
prepayments
allocable to the Class
M Certificates
and Class B Certificates
on the Mortgage Loans in the other Loan Group will be distributed
to such
undercollateralized
Senior
Certificates
in
accordance
with the
priorities
set forth in Section
4.02(b)
and
Section 4.02(c),
as applicable,
in reduction of the Certificate
Principal Balances thereof,
until the aggregate
Certificate
Principal Balance of such
certificates
equals the aggregate Stated Principal Balance of the Mortgage
Loans in the related
Loan Group and (2) an amount
equal to one
month's
interest at a rate of 6.00% per annum in
the case of Loan
Group I and 5.50% per annum in the case of Loan Group II on the
amount of such
difference
will
be distributed,
pro rata, from the Available
Distribution
Amount for the other Loan Group otherwise allocable to
the Class M
Certificates
and Class B
Certificates,
based on such
amounts
otherwise
allocable
to the Class M
Certificates
and Class B Certificates,
as follows:
first to pay any unpaid interest on such
undercollateralized
Senior
Certificates
and then to pay principal on those
certificates
in accordance with the priorities set forth
in Section 4.02(b) and Section 4.02(c), as applicable.
(e)
On or after the
occurrence of the related
Credit Support
Depletion
Date,
all
priorities
relating to
distributions
as described in Section 4.02(b) and (c) of this Series
Supplement in respect of principal among the
Senior
Certificates
in the related
Certificate
Group (other than the related
Class A-P
Certificates)
will be
disregarded,
and (i) an amount
equal to the Class A-P
Principal
Distribution
Amount for the related Loan Group
shall be
distributed
to the Class A-P
Certificates
in that
Certificate
Group,
and (ii) the Senior
Principal
Distribution
Amount for the related Loan Group will be distributed
to the remaining
Senior
Certificates
in the
related
Certificate
Group
(other than the related
Class A-P
Certificates)
pro rata in
accordance
with their
respective outstanding Certificate Principal Balances.
(f)
After the
reduction of the
Certificate
Principal
Balances of all Classes of Senior
Certificates
of a
Certificate
Group (other than the related Class A-P
Certificates) to zero but prior to the related Credit Support
Depletion Date, such Senior
Certificates
(other than the related Class A-P
Certificates)
will be entitled to no
further
distributions of principal thereon and the applicable
Available
Distribution
Amount will be distributed
solely to the
holders
of the
related
Class A-P
Certificates,
the
related
Class
A-V
Certificates,
and the
Subordinate Certificates, in each case as described herein.
(g)
In
addition
to the
foregoing
distributions,
with
respect to any
Subsequent
Recoveries,
the Master
Servicer shall deposit such funds into the Custodial
Account
pursuant to Section
3.07(b)(iii).
If, after taking
into account such Subsequent
Recoveries,
the amount of a Realized Loss is reduced,
the amount of such Subsequent
Recoveries will be applied to increase the Certificate
Principal Balance of the Class of Subordinate
Certificates
with the Highest
Priority to which Realized
Losses,
other than Excess
Bankruptcy
Losses,
Excess Fraud Losses,
Excess Special Hazard Losses and
Extraordinary
Losses,
have been
allocated,
but not by more than the amount of
Realized
Losses
previously
allocated to that Class of
Certificates
pursuant to Section 4.05. The amount of any
remaining
Subsequent
Recoveries
will be applied to increase the
Certificate
Principal
Balance of the Class of
Certificates with the next Lower Priority,
up to the amount of such Realized Losses
previously
allocated to that
Class of
Certificates
pursuant to Section 4.05. Any remaining
Subsequent
Recoveries
will in turn be applied to
increase the
Certificate
Principal
Balance of the Class of
Certificates
with the next Lower Priority up to the
amount of such Realized Losses
previously
allocated to that Class of
Certificates
pursuant to Section 4.05, and
so on.
Holders of such
Certificates
will not be
entitled
to any
payment
in
respect
of Accrued
Certificate
Interest on the amount of such increases for any Interest Accrual
Period
preceding the Distribution
Date on which
such
increase
occurs.
Any
such
increases
shall
be
applied
to the
Certificate
Principal
Balance
of each
Certificate of such Class in accordance with its respective
Percentage Interest.
(h)
Each
distribution
with respect to a Book-Entry
Certificate
shall be paid to the Depository,
as Holder
thereof,
and the
Depository
shall be solely
responsible
for crediting the amount of such
distribution
to the
accounts of its Depository
Participants in accordance
with its normal
procedures.
Each
Depository
Participant
shall be responsible
for disbursing such
distribution
to the
Certificate
Owners that it represents and to each
indirect
participating
brokerage firm (a "brokerage firm" or "indirect
participating firm") for which it acts as
agent.
Each
brokerage
firm
shall
be
responsible
for
disbursing
funds
to the
Certificate
Owners
that it
represents.
None of the Trustee,
the
Certificate
Registrar,
the Company or the Master
Servicer shall have any
responsibility therefore except as otherwise provided by this
Series Supplement or applicable law.
(i)
Except
as
otherwise
provided
in
Section
9.01,
if the
Master
Servicer
anticipates
that
a
final
distribution
with respect to any Class of
Certificates
will be made on a future
Distribution
Date,
the Master
Servicer shall, no later than 40 days prior to such final
distribution,
notify the Trustee and the Trustee shall,
not earlier than the 15th day and not later than the 25th day of
the month next
preceding
the month of such final
distribution,
distribute,
or cause to be distributed to each Holder of such Class of
Certificates a notice to the
effect that: (i) the Trustee
anticipates
that the final
distribution
with respect to such Class of Certificates
will be made on such
Distribution
Date but only upon
presentation
and
surrender
of such
Certificates
at the
office of the Trustee or as otherwise
specified
therein,
and (ii) no interest shall accrue on such
Certificates
from and after the end of the related Interest
Accrual Period.
In the event that
Certificateholders
required to
surrender
their
Certificates
pursuant
to
Section
9.01(c)
do
not
surrender
their
Certificates
for
final
cancellation,
the Trustee shall cause funds
distributable
with respect to such Certificates to be withdrawn from
the
Certificate
Account and credited to a separate escrow account for the benefit
of such
Certificateholders
as
provided in Section 9.01(d).
Section 4.03
Statements to Certificateholders; Statements to Rating Agencies;
Exchange Act Reporting.
(See
Section 4.03 of the Standard Terms) and Exhibit Three hereto)
Section 4.04
Distribution of Reports to the Trustee and the Company; Advances by
the Master Servicer.
(See
Section 4.04 of the Standard Terms)
Section 4.05
Allocation of Realized Losses.
Prior to each
Distribution
Date,
the Master
Servicer
shall
determine
the total
amount of
Realized
Losses,
if any,
that
resulted
from
any Cash
Liquidation,
Servicing
Modification,
Debt
Service
Reduction,
Deficient
Valuation or REO
Disposition
that occurred during the related
Prepayment
Period or, in the case of a
Servicing
Modification
that
constitutes a reduction of the interest rate on a Mortgage
Loan,
the amount of the
reduction
in the
interest
portion of the Monthly
Payment due during the related Due Period.
The amount of each
Realized
Loss shall be evidenced by an Officers'
Certificate.
All
Realized
Losses,
other than Excess
Special
Hazard
Losses,
Extraordinary
Losses,
Excess
Bankruptcy
Losses or Excess Fraud
Losses,
shall be allocated as
follows:
first, to the Class B-3 Certificates until the Certificate
Principal Balance thereof has been reduced to
zero;
second,
to the Class B-2 Certificates
until the Certificate
Principal Balance thereof has been reduced to
zero;
third, to the Class B-1
Certificates
until the Certificate
Principal
Balance thereof has been reduced to
zero;
fourth,
to the Class M-3 Certificates
until the Certificate
Principal Balance thereof has been reduced to
zero;
fifth, to the Class M-2
Certificates
until the Certificate
Principal
Balance thereof has been reduced to
zero;
sixth, to the Class M-1
Certificates
until the Certificate
Principal
Balance thereof has been reduced to
zero; and,
thereafter,
if any Realized Loss is on a Discount Mortgage Loan, to the related
Class A-P Certificates
in an amount
equal to the related
Discount
Fraction
of the
principal
portion
thereof
until the
Certificate
Principal
Balance of such Class A-P
Certificates
has been reduced to zero,
and the
remainder of such
Realized
Losses on the Discount
Mortgage
Loans in the related Loan Group and the entire amount of such
Realized
Losses on
Non-Discount
Mortgage
Loans
in the
related
Loan
Group
will be
allocated
among
(i) all the
Group I Senior
Certificates
other than the Class I-A-P
Certificates
and, in the case of the interest
portion of such
Realized
Loss, the Class I-A-V
Certificates
(in the case of a Realized Loss on a Group I Loan) on a pro rata
basis or (ii)
among all of the Group II Senior
Certificates
other than the Class
II-A-P
Certificates
and, in the case of the
interest
portion of such Realized Loss,
Class II-A-V
Certificates
(in the case of a Realized Loss on a Group II
Loan) on a pro rata basis, as described below.
The principal portion of any Excess Special Hazard Losses,
Excess Bankruptcy Losses,
Excess Fraud Losses
and
Extraordinary
Losses on Discount Mortgage Loans will be allocated to the related
Class A-P Certificates in an
amount equal to the related
Discount
Fraction
thereof.
The Class I-A
Percentage or Class II-A
Percentage
(as
applicable) of the remainder of the principal
portion of such losses on Discount
Mortgage Loans and the Class I-A
Percentage or Class II-A
Percentage (as
applicable) of the entire amount of the principal
portion of such losses
on
Non-Discount
Mortgage
Loans will be
allocated to (i) the Group I Senior
Certificates
(other than the Class
I-A-P
Certificates
and the Class I-A-V
Certificates),
on a pro rata basis (in the case of a Realized
Loss on a
Group I Loan), and (ii) the Group II Senior
Certificates
(o
