EXHIBIT 4.1
RESIDENTIAL ASSET SECURITIES CORPORATION,
Depositor,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
[_________________________]
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of [____] 1, 200[_]
Mortgage Asset-Backed Pass-Through Certificates
Series 200[_]-KS[_]
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS....................................................................................3
Section 1.01.
Definitions.......................................................................3
Section 1.02.
Determination of
LIBOR...........................................................43
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES...............................44
Section 2.01.
Conveyance of Mortgage
Loans.....................................................44
Section 2.02.
Acceptance by
Trustee............................................................47
Section 2.03.
Representations, Warranties and Covenants of the Master Servicer
and the
Depositor........................................................................48
Section 2.04.
Representations and Warranties of Residential
Funding............................50
Section 2.05.
Execution and Authentication of Certificates; Conveyance of REMIC I
Regular
Interests................................................................51
Section 2.06.
Purposes and Powers of the
Trust.................................................52
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS................................................53
Section 3.01.
Master Servicer to Act as
Servicer...............................................53
Section 3.02.
Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of Subservicers'
Obligations.........................................55
Section 3.03.
Successor
Subservicers...........................................................56
Section 3.04.
Liability of the Master
Servicer.................................................56
Section 3.05.
No Contractual Relationship Between Subservicer and Trustee or
Certificateholders...............................................................57
Section 3.06.
Assumption or Termination of Subservicing Agreements by
Trustee..................57
Section 3.07.
Collection of Certain Mortgage Loan Payments; Deposits to Custodial
Account..........................................................................57
Section 3.08.
Subservicing Accounts; Servicing
Accounts........................................59
Section 3.09.
Access to Certain Documentation and Information Regarding the
Mortgage
Loans............................................................................61
Section 3.10.
Permitted Withdrawals from the Custodial
Account.................................61
Section 3.11.
Maintenance of Primary Insurance
Coverage........................................63
Section 3.12.
Maintenance of Fire Insurance and Omissions and Fidelity
Coverage................63
Section 3.13.
Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain
Assignments..................................................64
Section 3.14.
Realization Upon Defaulted Mortgage
Loans........................................66
Section 3.15.
Trustee to Cooperate; Release of Mortgage
Files..................................68
Section 3.16.
Servicing and Other Compensation; Compensating
Interest..........................69
Section 3.17.
Reports to the Trustee and the
Depositor.........................................70
Section 3.18.
Annual Statement as to
Compliance................................................70
Section 3.19.
Annual Independent Public Accountants' Servicing
Report..........................71
Section 3.20.
Right of the Depositor in Respect of the Master
Servicer.........................71
Section 3.21.
[Reserved].......................................................................72
Section 3.22.
Advance
Facility.................................................................72
ARTICLE IV
PAYMENTS TO
CERTIFICATEHOLDERS................................................................76
Section 4.01.
Certificate
Account..............................................................76
Section 4.02.
Distributions....................................................................76
Section 4.03.
Statements to Certificateholders; Statements to Rating Agencies;
Exchange
Act
Reporting....................................................................80
Section 4.04.
Distribution of Reports to the Trustee and the Depositor; Advances
by the
Master
Servicer..................................................................83
Section 4.05.
Allocation of Realized
Losses....................................................85
Section 4.06.
Reports of Foreclosures and Abandonment of Mortgaged
Property....................86
Section 4.07.
Optional Purchase of Defaulted Mortgage
Loans....................................87
Section 4.08.
[Reserved].......................................................................87
Section 4.09.
[Reserved].......................................................................87
Section 4.10.
[Hedge
Agreement.]...............................................................87
ARTICLE V
THE
CERTIFICATES..............................................................................88
Section 5.01.
The
Certificates.................................................................88
Section 5.02.
Registration of Transfer and Exchange of
Certificates............................90
Section 5.03.
Mutilated, Destroyed, Lost or Stolen
Certificates................................97
Section 5.04.
Persons Deemed
Owners............................................................97
Section 5.05.
Appointment of Paying
Agent......................................................97
ARTICLE VI
THE DEPOSITOR AND THE MASTER
SERVICER.........................................................98
Section 6.01.
Respective Liabilities of the Depositor and the Master
Servicer..................98
Section 6.02.
Merger or Consolidation of the Depositor or the Master Servicer;
Assignment of Rights and Delegation of Duties by Master
Servicer.................98
Section 6.03.
Limitation on Liability of the Depositor, the Master Servicer and
Others.........99
Section 6.04.
Depositor and Master Servicer Not to
Resign......................................99
ARTICLE VII
DEFAULT......................................................................................100
Section 7.01.
Events of
Default...............................................................100
Section 7.02.
Trustee or Depositor to Act; Appointment of
Successor...........................101
Section 7.03.
Notification to
Certificateholders..............................................102
Section 7.04.
Waiver of Events of
Default.....................................................103
ARTICLE VIII
CONCERNING THE
TRUSTEE.......................................................................104
Section 8.01.
Duties of
Trustee...............................................................104
Section 8.02.
Certain Matters Affecting the
Trustee...........................................105
Section 8.03.
Trustee Not Liable for Certificates or Mortgage
Loans...........................106
Section 8.04.
Trustee May Own
Certificates....................................................107
Section 8.05.
Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification.............107
Section 8.06.
Eligibility Requirements for
Trustee............................................108
Section 8.07.
Resignation and Removal of the
Trustee..........................................108
Section 8.08.
Successor
Trustee...............................................................109
Section 8.09.
Merger or Consolidation of
Trustee..............................................109
Section 8.10.
Appointment of Co-Trustee or Separate
Trustee...................................109
Section 8.11.
Appointment of
Custodians.......................................................110
Section 8.12.
Appointment of Office or
Agency.................................................111
Section 8.13.
DTC Letter of
Representations...................................................111
Section 8.14.
[Hedge
Agreement.]..............................................................111
ARTICLE IX
TERMINATION..................................................................................112
Section 9.01.
Termination Upon Purchase or Liquidation of All Mortgage
Loans..................112
Section 9.02.
Additional Termination
Requirements.............................................116
ARTICLE X
REMIC
PROVISIONS.............................................................................117
Section 10.01.
REMIC
Administration............................................................117
Section 10.02.
Master Servicer, REMIC Administrator and Trustee
Indemnification................120
ARTICLE XI
MISCELLANEOUS
PROVISIONS.....................................................................121
Section 11.01.
Amendment.......................................................................121
Section 11.02.
Recordation of Agreement;
Counterparts..........................................123
Section 11.03.
Limitation on Rights of
Certificateholders......................................123
Section 11.04.
Governing
Law...................................................................124
Section 11.05.
Notices.........................................................................124
Section 11.06.
Notices to Rating
Agencies......................................................124
Section 11.07.
Severability of
Provisions......................................................125
Section 11.08.
Supplemental Provisions for
Resecuritization....................................125
ARTICLE XII
COMPLIANCE WITH REGULATION
AB..................................................................1
Section 12.01.
Intent of the Parties;
Reasonableness.............................................1
Section 12.02.
Additional Representations and Warranties of the
Trustee..........................1
Section 12.03.
Information to Be Provided by the
Trustee.........................................2
Section 12.04.
Report on Assessment of Compliance and
Attestation...............................2
Section 12.05.
Indemnification;
Remedies........................................................2
Exhibit A
Form of Class A
Certificate..................................................................A-1
Exhibit B
Form of Class M
Certificate..................................................................B-1
Exhibit C-1
Form of Rule 144A Global Class B
Certificate...............................................C-1-1
Exhibit C-2
Form of Temporary Regulation S Global Class B
Certificate..................................C-2-1
Exhibit C-3
Form of Rule 144A Global Class B
Certificate...............................................C-3-1
Exhibit D-1
Form of Rule 144A Global Class SB
Certificate..............................................D-1-1
Exhibit D-2
Form of Temporary Regulation S Global Class SB
Certificate.................................D-2-1
Exhibit D-3
Form of Permanent Regulation S Global Class SB
Certificate.................................D-3-1
Exhibit D-4
Form of Class R
Certificate................................................................D-4-1
Exhibit E
Form of Custodial
Agreement..................................................................E-1
Exhibit F
Mortgage Loan
Schedule.......................................................................F-1
Exhibit G
Form of Request for
Release..................................................................G-1
Exhibit H-1
Form of Transfer Affidavit and
Agreement...................................................H-1-1
Exhibit H-2
Form of Transferor
Certificate.............................................................H-2-1
Exhibit I
Form of Investor Representation
Letter.......................................................I-1
Exhibit J
Form of Transferor Representation
Letter.....................................................J-1
Exhibit K
Text of Amendment to Pooling and Servicing Agreement Pursuant to
Section 11.01(e) for a Limited
Guaranty......................................................K-1
Exhibit L
Form of Limited
Guaranty.....................................................................L-1
Exhibit M
Form of Lender Certification for Assignment of Mortgage
Loan.................................M-1
Exhibit N
Form of Rule 144A Investment
Representation..................................................N-1
Exhibit O
[Reserved]...................................................................................O-1
Exhibit P
Form of ERISA
Letter.........................................................................P-1
Exhibit Q
[Reserved]...................................................................................Q-1
Exhibit R
Assignment
Agreement........................................................................R-1
Exhibit S
Servicing
Criteria...........................................................................S-1
Exhibit T-1
Form of 10-K
Certification.................................................................T-1-1
Exhibit T-2
Form of Back-Up
Certification..............................................................T-2-1
Exhibit U
Information to be Provided by the Master Servicer to the Rating
Agencies Relating to
Reportable Modified Mortgage
Loans...........................................................U-1
Exhibit V
Form of Certificate to be Given by Certificate
Owner.........................................V-1
Exhibit W
Form of Certificate to be Given by Euroclear or
Cedel........................................W-1
Exhibit X
Form of Certificate to be Given by Transferree of Beneficial
Interest in a Regulation
S Book-Entry
Certificate.....................................................................X-1
Exhibit Y
Form of Transfer Certificate for Exchange or Transfer from 144A
Book-Entry Certificate
to Regulation S Book-Entry
Certificate.......................................................Y-1
Exhibit Z
Form of Initial Purchaser Exchange
Instructions..............................................Z-1
This
Pooling
and
Servicing
Agreement,
effective
as of
[___]
1,
200[_],
among
RESIDENTIAL
ASSET
SECURITIES
CORPORATION,
as the depositor (together with its permitted
successors and assigns,
the "Depositor"),
RESIDENTIAL
FUNDING
CORPORATION,
as master
servicer
(together with its permitted
successors and assigns,
the
"Master Servicer"),
and
[_______________],
a national banking association organized under the laws of the
United
States, as trustee
(together with its permitted successors and assigns, the
"Trustee").
PRELIMINARY STATEMENT:
The
Depositor
intends
to
sell
mortgage
asset-backed
pass-through
certificates
(collectively,
the
"Certificates"),
to be issued
hereunder in multiple
Classes,
which in the
aggregate
will
evidence the entire
beneficial ownership interest in the Mortgage Loans (as defined
herein) and certain other related assets.
REMIC I
As provided herein,
the REMIC
Administrator will make an election to treat the segregated pool of
assets
consisting of the Mortgage Loans and certain other related
assets
(exclusive of the Hedge
Agreement)
subject to
this Agreement as a real estate mortgage
investment conduit (a "REMIC") for federal income tax purposes,
and such
segregated
pool of assets will be designated as "REMIC I." The
Class [R-I]
Certificates
will represent the sole
Class of
"residual
interests" in REMIC I for purposes of the REMIC
Provisions (as defined
herein) under federal
income tax law. The following table
irrevocably sets forth the designation,
remittance rate (the
"Uncertificated
REMIC I
Pass-Through
Rate") and initial
Uncertificated
Principal Balance for each of the "regular interests" in
REMIC I (the "REMIC I Regular
Interests").
The "latest possible
maturity date"
(determined
solely for purposes
of satisfying
Treasury
regulation
Section 1.860G-1(a)(4)(iii))
for each REMIC I
Regular
Interest shall be the
Maturity Date.
None of the REMIC I Regular Interests will be certificated.
|
Designation
|
Uncertificated
REMIC I
Pass-Through Rate
|
Initial Uncertificated REMIC I
Principal Balance
|
Latest Possible
Maturity Date
|
|
[LT1]
|
[___](1)
|
$[________]
|
[___]
20[_]
|
|
[LT2]
|
[___](1)
|
$[________]
|
[___]
20[_]
|
|
[LT3]
|
[___]%
|
$[________]
|
[___]
20[_]
|
|
[LT4]
|
[___](1)
|
$[________]
|
[___]
20[_]
|
_______________
(1)
Calculated as provided in the definition of Uncertificated REMIC I
Pass-Through Rate.
REMIC II
As provided herein,
the REMIC
Administrator will make an election to treat the segregated pool of
assets
consisting of the REMIC I
Regular
Interests as a REMIC for federal income tax purposes,
and such segregated pool
of assets
will be
designated
as
REMIC II.
The
Class [R-II]
Certificates
will
represent
the sole
Class of
"residual
interests" in REMIC II for purposes of the REMIC
Provisions under federal income tax law. The following
table irrevocably sets forth the designation,
Pass-Through Rate, aggregate Initial Certificate
Principal Balance,
certain
features,
month of Final Scheduled
Distribution
Date and initial ratings for each Class of Certificates
comprising
the
interests
representing
"regular
interests" in REMIC II.
The "latest
possible
maturity
date"
(determined solely for purposes of satisfying
Treasury Regulation
Section 1.860G-1(a)(4)(iii))
for each Class of
REMIC II Regular Interests shall be the Maturity Date.
|
Designation
|
Type
|
Pass-Through
Rate
|
Aggregate Initial
Certificate
Principal Balance
|
Features
|
Month of
Final Scheduled
Distribution Date
|
Initial Ratings
|
|
|
|
|
|
|
|
S®P
|
Moody's
|
|
Class
[__]
|
Regular(1)
|
Adjustable(2)(3)
|
$[_________]
|
[Senior/Adjustable Rate]
|
[______] 20[__]
|
[AAA]
|
[Aaa]
|
|
Class
[__]
|
Regular(1)
|
Adjustable(2)(3)
|
$[_________]
|
[Senior/Adjustable Rate]
|
[______] 20[__]
|
[AAA]
|
[Aaa]
|
|
Class
[__]
|
Regular(1)
|
Adjustable(2)(3)
|
$[_________]
|
[Senior/Adjustable Rate]
|
[______] 20[__]
|
[AAA]
|
[Aaa]
|
|
Class
[__]
|
Regular(1)
|
Adjustable(2)(3)
|
$[_________]
|
[Mezzanine/Adjustable Rate]
|
[______] 20[__]
|
[AA+]
|
[Aa1]
|
|
Class
[__]
|
Regular(1)
|
Adjustable(2)(3)
|
$[_________]
|
[Mezzanine/Adjustable Rate]
|
[______] 20[__]
|
[AA]
|
[Aa2]
|
|
Class
[__]
|
Regular(1)
|
Adjustable(2)(3)
|
$[_________]
|
[Mezzanine/Adjustable Rate]
|
[______] 20[__]
|
[AA-]
|
[Aa3]
|
|
Class
[__]
|
Regular(1)
|
Adjustable(2)(3)
|
$[_________]
|
[Mezzanine/Adjustable Rate]
|
[______] 20[__]
|
[A+]
|
[A1]
|
|
Class
[__]
|
Regular(1)
|
Adjustable(2)(3)
|
$[_________]
|
[Mezzanine/Adjustable Rate]
|
[______] 20[__]
|
[A]
|
[A2]
|
|
Class
[__]
|
Regular(1)
|
Adjustable(2)(3)
|
$[_________]
|
[Mezzanine/Adjustable Rate]
|
[______] 20[__]
|
[A-]
|
[A3]
|
|
Class
[__]
|
Regular(1)
|
Adjustable(2)(3)
|
$[_________]
|
[Mezzanine/Adjustable Rate]
|
[______] 20[__]
|
[BBB+]
|
[Baa1]
|
|
Class
[__]
|
Regular(1)
|
Adjustable(2)(3)
|
$[_________]
|
[Mezzanine/Adjustable Rate]
|
[______] 20[__]
|
[BBB]
|
[Baa2]
|
|
Class
[__]
|
Regular(1)
|
Adjustable(2)(3)
|
$[_________]
|
[Mezzanine/Adjustable Rate]
|
[______] 20[__]
|
[BBB-]
|
[Baa3]
|
|
Class
[__]
|
Regular(1)
|
Adjustable(2)(3)
|
$[_________]
|
[Subordinate/Adjustable Rate]
|
[______] 20[__]
|
[BB+]
|
[Ba1]
|
|
Class
[__]
|
Regular(1)
|
Adjustable(2)(3)
|
$[_________]
|
[Subordinate/Adjustable Rate]
|
[______] 20[__]
|
[BB]
|
[Ba2]
|
|
Class
[__]
|
Regular(4)
|
(4)
|
$[_________]
|
[Subordinate]
|
[______] 20[__]
|
[NR]
|
[NR]
|
_______________
(1)
The [Class A, Class M and Class B]
Certificates
will represent
ownership of REMIC II Regular
Interests
[together
with certain rights to payments to be made from amounts
received
under the,
Hedge
Agreement
which will be deemed made for federal
income tax purposes
outside of REMIC II by the holder of the Class
SB Certificates as the owner of the Hedge Agreement].
(2)
[The REMIC II Regular
Interests
ownership
of which is
represented
by the Class A, Class M and Class B
Certificates,
will
accrue
interest
at a per annum
rate
equal to the
lesser
of (i)
LIBOR
plus the
applicable
Margin and (ii) the REMIC Net WAC Cap Rate and the
provisions
for the
payment of Basis Risk
Shortfalls
herein,
which payments will not be part of the entitlement of the REMIC II
Regular
Interests
related to such Certificates.]
(3)
[The Class A, Class M and Class B
Certificates
will also entitle their holders to certain
payments from
the Holder of the Class SB
Certificates
from amounts to which the related
REMIC II Regular
Interest is
entitled and from amounts received under the Hedge Agreement,
which will not be a part of their ownership
of the REMIC II Regular Interests.]
(4)
The Class SB
Certificates
will accrue
interest as described in the
definition
of Accrued
Certificate
Interest.
The Class SB Certificates will not accrue interest on their
Certificate
Principal Balance. The
Class SB Certificates will represent ownership of two REMIC II
Regular Interests, a principal only regular
interest designated REMIC II Regular Interest SB-PO and an interest
only regular interest designated REMIC
II Regular Interest SB-IO,
which will be entitled to distributions as set forth herein. The
rights of the
Holder of the Class SB
Certificates
to payments from the Hedge Agreement shall be outside and apart
from
its rights under the REMIC II Regular Interests SB-IO and SB-PO.
In consideration of the mutual
agreements herein
contained,
the Depositor,
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
and
each
Class
of
[Class A Certificates,
Class M
Certificates
and
Class B
Certificates,]
interest
accrued
during the
related
Interest Accrual Period on the Certificate
Principal
Balance thereof
immediately prior to such Distribution Date
at the related Pass-Through Rate for that Distribution Date.
The amount of Accrued
Certificate
Interest on each Class of Certificates
shall be reduced by the amount
of Prepayment
Interest
Shortfalls on the related Mortgage Loans during the prior calendar
month to the extent not
covered by Compensating
Interest
pursuant to
Section 3.16,
and by Relief Act Shortfalls on the related Mortgage
Loans during the related Due Period.
All such
reductions
with
respect to the
Mortgage
Loans will be allocated
among the Certificates in proportion to the amounts of Accrued
Certificate
Interest payable on such
Certificates
on such Distribution Date absent such reductions.
[Accrued
Certificate
Interest on each Class of Class A
Certificates,
Class M
Certificates and Class B
Certificates
for any
Distribution
Date
shall
also be reduced by any
interest
shortfalls
resulting
from the
failure of the Hedge
Agreement
Provider to make the required Hedge Payment for such
Distribution
Date, with all
such reductions
allocated to the Class A
Certificates,
Class M
Certificates
and Class B
Certificates on a pro
rata basis,
based on the portion of the Hedge
Payment each such
Class was
entitled to, but did not receive,
on
such Distribution Date.]
Accrued
Certificate
Interest for any Distribution
Date shall further be reduced by the interest portion
of Realized Losses allocated to any Class of Certificates pursuant
to Section 4.05.
Accrued
Certificate
Interest
shall accrue on the basis of a 360-day year and the actual
number of days
in the related Interest Accrual Period.
With
respect to each
Distribution
Date and the Class SB
Certificates,
interest
accrued
during the
preceding
Interest Accrual Period at the related
Pass-Through
Rate on the Notional Amount as specified in the definition of
Pass-Through Rate,
immediately prior to such Distribution Date, reduced by any
interest shortfalls with respect to
the Mortgage Loans,
including
Prepayment Interest
Shortfalls to the extent not covered by Compensating
Interest
pursuant
to Section
3.16 or by Excess Cash Flow
pursuant to Section
4.02(c)(v)
and (vi).
Accrued
Certificate
Interest on the Class SB Certificates
shall accrue on the basis of a 360-day year and the actual number
of days in
the related Interest Accrual Period.
Adjusted
Mortgage
Rate:
With respect to any Mortgage Loan and any date of
determination,
the Mortgage
Rate borne by the related Mortgage Note, less the rate at which the
related Subservicing Fee accrues.
Adjustment
Date: With respect to each
adjustable-rate
Mortgage Loan, each date set forth in the related
Mortgage Note on which an adjustment to the interest rate on such
Mortgage Loan becomes effective.
Advance:
With
respect to any
Mortgage
Loan,
any
advance
made by the Master
Servicer,
pursuant
to
Section 4.04.
Affiliate:
With
respect to any Person,
any other
Person
controlling,
controlled
by or under
common
control
with such
first
Person.
For
purposes
of this
definition,
"control"
means
the power to direct
the
management
and
policies
of such
Person,
directly
or
indirectly,
whether
through
the
ownership
of voting
securities,
by contract or otherwise;
and the terms
"controlling" and "controlled" have meanings
correlative to
the foregoing.
Agreement:
This Pooling and Servicing Agreement and all amendments hereof and
supplements hereto.
Amount Held for Future
Distribution:
With
respect to any
Distribution
Date,
the total of the amounts
held in the
Custodial
Account
at the
close of
business
on the
preceding
Determination
Date on
account
of
(i) Liquidation Proceeds, Subsequent Recoveries, Insurance
Proceeds, REO Proceeds, Principal Prepayments,
Mortgage
Loan purchases made pursuant to Section 2.02,
2.03, 2.04 or 4.07 and Mortgage Loan
substitutions made pursuant to
Section 2.03
or 2.04
received
or made in the
month of such
Distribution
Date
(other
than
such
Liquidation
Proceeds,
Subsequent Recoveries,
Insurance Proceeds, REO Proceeds and purchases of Mortgage Loans
that the Master
Servicer has deemed to have been
received in the
preceding
month in accordance
with
Section 3.07(b))
and (ii)
payments
which
represent
early
receipt of scheduled
payments of principal
and interest due on a date or dates
subsequent to the Due Date in the related Due Period.
Appraised
Value:
With respect to any Mortgaged
Property,
the lesser of (i) the appraised value of such
Mortgaged
Property based upon the appraisal made at the time of the
origination of the related
Mortgage Loan, and
(ii) the sales
price of the
Mortgaged
Property
at such time of
origination,
except in the case of a Mortgaged
Property
securing a refinanced or modified
Mortgage Loan as to which it is either the appraised
value based upon
the appraisal made at the time of
origination of the loan which was refinanced or modified or the
appraised
value
determined in an appraisal at the time of refinancing or
modification, as the case may be.
Assignment:
An
assignment of the Mortgage,
notice of transfer or equivalent
instrument,
in recordable
form,
sufficient under the laws of the jurisdiction
wherein the related Mortgaged
Property is located to reflect
of record the sale of the Mortgage
Loan to the Trustee for the benefit of
Certificateholders,
which
assignment,
notice
of
transfer
or
equivalent
instrument
may be in the form of one or more
blanket
assignments
covering
Mortgages
secured by Mortgaged
Properties
located in the same county,
if permitted by law and accompanied by an
Opinion of Counsel to that effect.
Assignment
Agreement:
The
Assignment
and
Assumption
Agreement,
dated
the
Closing
Date,
between
Residential
Funding and the
Depositor
relating to the transfer and
assignment of the Mortgage
Loans,
attached
hereto as Exhibit R.
Available
Distribution
Amount:
With respect to any Distribution Date, an amount equal to (a) the
sum of
(i) the amount
relating to the Mortgage
Loans on deposit in the Custodial
Account as of the close of business on
the immediately
preceding
Determination Date, including any Subsequent
Recoveries,
and amounts deposited in the
Custodial
Account in connection with the substitution of Qualified
Substitute
Mortgage Loans, (ii) the amount of
any Advance
made on the
immediately
preceding
Certificate
Account
Deposit
Date with
respect to the Mortgage
Loans,
(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)
in respect of the Mortgage
Loans,
(iv) any amount that the
Master Servicer is not permitted to withdraw from the Custodial
Account pursuant to
Section 3.16(e)
in respect of
the Mortgage Loans,
and (v) any amount
deposited in the Certificate
Account
pursuant to Section 4.07 or 9.01 in
respect of the
Mortgage
Loans,
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
with
respect to the Mortgage
Loans,
and (y)
amounts
permitted to be withdrawn by the Master
Servicer
from the
Custodial
Account in respect of the Mortgage
Loans pursuant to clauses [(ii)-(x)], inclusive, of Section
3.10(a).
Balloon
Loan:
Each of the Mortgage
Loans having an original
term to maturity
that is shorter than the
related amortization term.
Balloon
Payment:
With respect to any Balloon Loan,
the related
Monthly
Payment
payable on the stated
maturity date of such Balloon Loan.
Bankruptcy Code:
The Bankruptcy Code of 1978, as amended.
Basis Risk
Shortfalls:
[With respect to any
Distribution
Date and any Class of [Class A
Certificates,
Class M
Certificates or Class B]
Certificates,
the sum of (a) with respect to any Distribution Date on which the
Net WAC Cap Rate is used to
determine
the
Pass-Through
Rate of such
Class,
an amount
equal to the
excess of
(x) Accrued
Certificate
Interest for such Class
calculated
at a per annum rate equal to the lesser of (i) LIBOR
plus the related Margin for such
Distribution
Date and (ii) the Weighted
Average Maximum Net Mortgage Rate, over
(y) Accrued
Certificate
Interest for such Class
calculated
using the Net WAC Cap Rate plus,
an amount equal to
any
reduction
in the
Accrued
Certificate
Interest
of such
Class due to the
failure
of the Hedge
Agreement
Provider to make any related
required
Hedge Payment with respect to such
Distribution
Date,
(b) any shortfalls
for such Class
calculated
pursuant to clause (a) above remaining
unpaid from prior
Distribution
Dates, and (c)
one month's
interest on the amount in clause (b) (based on the number of days
in the
preceding
Interest
Accrual
Period) at a per annum rate equal to LIBOR plus the related Margin
for such Distribution Date.]
Book-Entry Certificate:
Any Certificate registered in the name of the Depository or its
nominee.
Business
Day: Any day other than (i) a Saturday or a Sunday or (ii) a day on
which
banking
institutions
in the State of
California,
the
State of
Minnesota,
the State of Texas,
the State of New York or the State of
Illinois
(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.
Capitalization
Reimbursement
Amount:
With respect to any
Distribution
Date, the amount of Advances or
Servicing
Advances
that were
added to the
Stated
Principal
Balance
of the
Mortgage
Loans
during the prior
calendar
month and
reimbursed
to the
Master
Servicer
or
Subservicer
on or prior to such
Distribution
Date
pursuant to Section 3.10(a)(vii).
Cash
Liquidation:
With respect to any defaulted
Mortgage Loan other than a Mortgage Loan as to which an
REO
Acquisition
occurred,
a determination
by the Master
Servicer that it has received all Insurance
Proceeds,
Liquidation
Proceeds and other payments or cash recoveries which the Master
Servicer
reasonably and in good faith
expects to be finally recoverable with respect to such Mortgage
Loan.
Certificate:
Any
[Class A]
Certificate,
[Class M]
Certificate,
[Class B]
Certificate,
Class SB
Certificate or Class R Certificate.
Certificate
Account:
The account or accounts
created and
maintained
pursuant to Section
4.01,
which
shall be
entitled
"[______________],
as
trustee,
in trust for the
registered
holders
of
Residential
Asset
Securities Corporation,
Mortgage Asset-Backed Pass-Through
Certificates,
Series 200[_]-KS[__]" and which account
shall be held for the benefit of the Certificateholders and which
must be an Eligible Account.
Certificate Account Deposit Date:
With respect to any Distribution Date, the Business Day prior
thereto.
Certificateholder
or Holder:
The Person in whose name a Certificate
is
registered
in the
Certificate
Register,
except that neither a Disqualified
Organization
nor a Non-United
States Person shall be a holder of a
Class R
Certificate
for any purpose
hereof.
Solely for the purpose of giving any consent or direction
pursuant
to this Agreement,
any
Certificate,
other than a Class R
Certificate,
registered in the name of the Depositor,
the Master
Servicer or any
Subservicer
or any Affiliate
thereof shall be deemed not to be
outstanding
and the
Percentage
Interest or Voting Rights evidenced thereby shall not be taken into
account in determining
whether the
requisite
amount of Percentage
Interests or Voting
Rights
necessary to effect any such consent or direction has
been
obtained.
All
references
herein
to
"Holders"
or
"Certificateholders"
shall
reflect
the
rights
of
Certificate
Owners as they may indirectly
exercise such rights through the Depository and
participating
members
thereof, except as otherwise specified herein;
provided,
however, that the Trustee shall be required to recognize
as a "Holder" or
"Certificateholder"
only the Person in whose name a Certificate is registered in the
Certificate
Register.
Unless
otherwise
indicated in this
Agreement,
the Custodial
Agreement or the Assignment
Agreement,
whenever reference is made to the actions taken by the Trustee on
behalf of the Certificateholders.
Certificate
Owner:
With respect to a Book-Entry
Certificate,
the Person who is the beneficial owner of
such
Certificate,
as reflected on the books of an indirect
participating
brokerage
firm for which a Depository
Participant
acts as agent, if any, and otherwise on the books of a Depository
Participant,
if any, and otherwise
on the books of the Depository.
Certificate Principal Balance:
With respect to any [Class A
Certificate,
Class M Certificate or Class B
Certificate],
on any date of determination,
an amount equal to (i) the Initial
Certificate
Principal Balance of
such
Certificate
as
specified
on the face
thereof,
minus (ii) 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(c)
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 this Agreement;
provided,
that with
respect
to any
Distribution
Date,
the
Certificate
Principal
Balance
of any
outstanding
Class of
[Class A
Certificates,
Class M Certificates and Class B Certificates] [(with respect to
the Class A Certificates,
on a pro
rata basis based on the amount of Realized
Loss
previously
allocated
thereto and
remaining
unreimbursed)]
to
which a Realized
Loss was
previously
allocated
and remains
unreimbursed
will be
increased,
to the extent of
Realized
Losses
previously
allocated
thereto and remaining
unreimbursed,
but only to the extent of Subsequent
Recoveries received during the preceding calendar month.
[With
respect
to any
Class SB
Certificate,
on any
date of
determination,
an
amount
equal
to the
Percentage
Interest
evidenced by such
Certificate,
multiplied by an amount equal to (i) the excess,
if any, of
(A) the then aggregate
Stated
Principal
Balance of the Mortgage
Loans over (B) the then
aggregate
Certificate
Principal Balance of the [Class A
Certificates,
Class M Certificates and Class B
Certificates] then outstanding,
which
represents the sum of (i) the Initial
Principal
Balance of the REMIC II Regular Interest SB-PO, as reduced
by Realized
Losses
allocated
thereto and payments
deemed made thereon,
and (ii) accrued and unpaid interest on
the REMIC II Regular Interest SB-IO, as reduced by Realized Losses
allocated thereto.]
The Class R Certificates will not have a Certificate Principal
Balance.
Certificate
Register and
Certificate
Registrar:
The register
maintained
and the registrar
appointed
pursuant to Section 5.02.
Class:
Collectively, all of the Certificates or uncertificated interests
bearing the same designation.
[Class A-1
Certificate:
Any one of the Class A-1
Certificates executed by the Trustee and authenticated
by the Certificate
Registrar
substantially in the form annexed hereto as Exhibit A and
evidencing (i) an interest
designated as a "regular
interest" in REMIC II for purposes of the REMIC
Provisions and (ii) the right to receive
payments under the Hedge Agreement.]
[Class A-2
Certificate:
Any one of the Class A-2
Certificates executed by the Trustee and authenticated
by the Certificate
Registrar
substantially in the form annexed hereto as Exhibit A and
evidencing (i) an interest
designated as a "regular
interest" in REMIC II for purposes of the REMIC
Provisions and (ii) the right to receive
payments under the Hedge Agreement.]
[Class A-3
Certificate:
Any one of the Class A-3
Certificates executed by the Trustee and authenticated
by the Certificate
Registrar
substantially in the form annexed hereto as Exhibit A and
evidencing (i) an interest
designated as a "regular
interest" in REMIC II for purposes of the REMIC
Provisions and (ii) the right to receive
payments under the Hedge Agreement.]
Class A Certificates:
Collectively,
the Class [__] Certificates,
Class [__] Certificates and Class [__]
Certificates.
[Class A
Interest
Remittance
Amount:
With
respect
to
any
Distribution
Date,
the
portion
of the
Available
Distribution
Amount for that
Distribution
Date
attributable
to interest
received or advanced
with
respect
to
the
Mortgage
Loans
plus,
with
respect
to
payments
on
the
Class A
Certificates
pursuant
to
Section 4.02(c)(iii)[(A)]
only, the amount necessary to make such payments paid from amounts
received on the Hedge
Agreement for such Distribution Date.]
[Class A Principal
Distribution
Amount:
With respect to any Distribution Date (a) prior to the Stepdown
Date or on or after the Stepdown Date if a Trigger
Event is in effect for that
Distribution
Date,
the Principal
Distribution
Amount for that
Distribution
Date or (b) on or after the Stepdown Date if a Trigger Event is not
in
effect for that Distribution Date, the lesser of:
(i)
the Principal Distribution Amount for that Distribution Date; and
(ii)
the excess,
if any,
of (A) the
aggregate
Certificate
Principal
Balance of the
Class A
Certificates
immediately
prior to that
Distribution
Date
over (B) the
lesser
of (x) the
product
of (1) the
applicable
Subordination
Percentage and (2) the aggregate Stated Principal
Balance of the Mortgage
Loans after giving effect to distributions to be made on that
Distribution
Date and (y) the excess,
if any, of the
aggregate
Stated
Principal
Balance of the Mortgage
Loans after
giving
effect to
distributions to be made on that Distribution Date, over the
Overcollateralization Floor.]
[Class B-1
Certificate:
Any one of the Class B-1
Certificates executed by the Trustee and authenticated
by the Certificate
Registrar
substantially in the form annexed hereto as Exhibit C-1,
C-2 or C-3, as provided in
Section 5.02(e)
hereof,
and
evidencing
(i) an
interest
designated
as a
"regular
interest"
in REMIC II for
purposes of the REMIC Provisions and (ii) the right to receive
payments under the Hedge Agreement.]
[Class B-1
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date
(a)
prior to the
Stepdown
Date or on or after the Stepdown
Date if a Trigger Event is in effect for that
Distribution
Date,
the
remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the Class A Principal
Distribution
Amount
and the
Class M
Principal
Distribution
Amount or (b) on or after the
Stepdown
Date if a
Trigger Event is not in effect for that Distribution Date, the
lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the
Class A Principal Distribution Amount and the Class M Principal
Distribution Amount; and
(ii) the
excess,
if any,
of (A)
the sum of (1) the
aggregate
Certificate
Principal
Balance
of the
Class A
Certificates and Class M
Certificates (after taking into account the payment of the Class A
Principal
Distribution
Amount and the Class M Principal
Distribution
Amount for that Distribution
Date) and (2) the Certificate
Principal Balance of the Class B-1
Certificates
immediately prior to
that
Distribution
Date over (B) the lesser of (x) the product of (1) the
applicable
Subordination
Percentage and (2) the aggregate Stated
Principal
Balance of the Mortgage Loans after giving effect
to distributions to be made on that
Distribution
Date and (y) the excess,
if any, of the aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to
distributions
to be made on
that Distribution Date, over the Overcollateralization Floor.]
[Class B-2
Certificate:
Any one of the Class B-2
Certificates executed by the Trustee and authenticated
by the Certificate
Registrar
substantially in the form annexed hereto as Exhibit C-1,
C-2 or C-3, as provided in
Section 5.02(e)
hereof,
and
evidencing
(i) an
interest
designated
as a
"regular
interest"
in REMIC II for
purposes of the REMIC Provisions and (ii) the right to receive
payments under the Hedge Agreement.]
[Class B-2
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date
(a)
prior to the
Stepdown
Date or on or after the Stepdown
Date if a Trigger Event is in effect for that
Distribution
Date,
the
remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the Class A Principal
Distribution Amount, the Class M Principal
Distribution Amount and the Class B-1 Principal
Distribution Amount or
(b) on or after the Stepdown Date if a Trigger Event is not in
effect for that Distribution Date, the lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the
Class A Principal
Distribution
Amount, the Class M Principal
Distribution Amount and the Class B-1
Principal Distribution Amount; and
(ii) the
excess,
if any,
of (A)
the sum of (1) the
aggregate
Certificate
Principal
Balance
of the
Class A Certificates,
Class M Certificates and Class B-1 Certificates (after taking into
account the
payment of the Class A Principal
Distribution Amount, the Class M Principal
Distribution Amount and
the Class B-1
Principal
Distribution
Amount for that
Distribution
Date) and (2) the
Certificate
Principal
Balance of the Class B-2
Certificates
immediately
prior to that
Distribution Date over
(B) the
lesser
of (x)
the
product
of (1) the
applicable
Subordination
Percentage
and (2) the
aggregate Stated
Principal
Balance of the Mortgage Loans after giving effect to distributions
to be
made on that
Distribution
Date and
(y) the
excess,
if any,
of the
aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to
distributions
to be made on that
Distribution
Date, over the Overcollateralization Floor.]
Class B Certificates:
Collectively, the Class [__] Certificates and Class [__]
Certificates.
[Class M-1
Certificate:
Any one of the Class M-1
Certificates executed by the Trustee and authenticated
by the Certificate
Registrar
substantially in the form annexed hereto as Exhibit B and
evidencing (i) an interest
designated as a "regular
interest" in REMIC II for purposes of the REMIC
Provisions and (ii) the right to receive
payments under the Hedge Agreement.]
[Class M-1
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date
(a)
prior to the
Stepdown
Date or on or after the Stepdown
Date if a Trigger Event is in effect for that
Distribution
Date,
the
remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the Class A Principal
Distribution
Amount
or (b) on or
after
the
Stepdown
Date
if a
Trigger
Event
is not
in
effect
for
that
Distribution Date, the lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the
Class A Principal Distribution Amount; and
(ii) the
excess,
if any,
of (A)
the sum of (1) the
aggregate
Certificate
Principal
Balance
of the
Class A
Certificates
(after taking into account the payment of the Class A
Principal
Distribution
Amount
for that
Distribution
Date) and (2) the
Certificate
Principal
Balance
of the
Class M-1
Certificates
immediately
prior to that
Distribution Date over (B) the lesser of (x) the product of
(1) the
applicable
Subordination
Percentage and (2) the aggregate Stated Principal
Balance of the
Mortgage
Loans
after
giving
effect
to
distributions
to be made on that
Distribution
Date and
(y) the excess,
if any, of the aggregate Stated Principal Balance of the Mortgage
Loans after giving
effect to distributions to be made on that Distribution Date, over
the Overcollateralization Floor.]
[Class M-2
Certificate:
Any one of the Class M-2
Certificates executed by the Trustee and authenticated
by the Certificate
Registrar
substantially in the form annexed hereto as Exhibit B and
evidencing (i) an interest
designated as a "regular
interest" in REMIC II for purposes of the REMIC
Provisions and (ii) the right to receive
payments under the Hedge Agreement.]
[Class M-2
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date
(a) prior
to the
Stepdown
Date or on or after the Stepdown
Date if a Trigger Event is in effect for that
Distribution
Date,
the
remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the Class A Principal
Distribution
Amount and the
Class M-1
Principal
Distribution
Amount or (b) on or after the Stepdown
Date if a
Trigger Event is not in effect for that Distribution Date, the
lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the
Class A Principal Distribution Amount and the Class M-1 Principal
Distribution Amount; and
(ii) the
excess,
if any,
of (A)
the sum of (1) the
aggregate
Certificate
Principal
Balance
of the
Class A
Certificates
and
Class M-1
Certificates
(after
taking
into
account the payment of the
Class A
Principal
Distribution
Amount and the
Class M-1
Principal
Distribution
Amount for that
Distribution
Date)
and
(2)
the
Certificate
Principal
Balance
of
the
Class M-2
Certificates
immediately
prior to that
Distribution
Date over (B) the
lesser
of
(x) the
product
of (1) the
applicable
Subordination
Percentage and (2) the aggregate Stated Principal
Balance of the Mortgage
Loans after giving effect to distributions to be made on that
Distribution
Date and (y) the excess,
if any, of the
aggregate
Stated
Principal
Balance of the Mortgage
Loans after
giving
effect to
distributions to be made on that Distribution Date, over the
Overcollateralization Floor.]
[Class M-3
Certificate:
Any one of the Class M-3
Certificates executed by the Trustee and authenticated
by the Certificate
Registrar
substantially in the form annexed hereto as Exhibit B and
evidencing (i) an interest
designated as a "regular
interest" in REMIC II for purposes of the REMIC
Provisions and (ii) the right to receive
payments under the Hedge Agreement.]
[Class M-3
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date
(a)
prior to the
Stepdown
Date or on or after the Stepdown
Date if a Trigger Event is in effect for that
Distribution
Date,
the
remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the Class A Principal
Distribution
Amount, the Class M-1 Principal
Distribution Amount and the Class M-2 Principal
Distribution Amount
or (b) on or after the Stepdown Date if a Trigger
Event is not in effect for that
Distribution
Date,
the lesser
of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the
Class A
Principal
Distribution
Amount,
the
Class M-1
Principal
Distribution
Amount
and
the
Class M-2 Principal Distribution Amount; and
(ii) the
excess,
if any,
of (A)
the sum of (1) the
aggregate
Certificate
Principal
Balance
of the
Class A Certificates,
Class M-1
Certificates and Class M-2
Certificates (after taking into account
the payment of the Class A
Principal
Distribution
Amount,
the
Class M-1
Principal
Distribution
Amount
and the
Class M-2
Principal
Distribution
Amount for that
Distribution
Date) and (2) the
Certificate
Principal Balance of the Class M-3
Certificates
immediately prior to that Distribution
Date over (B) the
lesser of (x) the
product
of (1) the
applicable
Subordination
Percentage
and
(2) the
aggregate
Stated
Principal
Balance
of
the
Mortgage
Loans
after
giving
effect
to
distributions
to be made on that
Distribution
Date and (y) the
excess,
if any, of the
aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to
distributions
to be made on
that Distribution Date, over the Overcollateralization Floor.]
[Class M-4
Certificate:
Any one of the Class M-4
Certificates executed by the Trustee and authenticated
by the Certificate
Registrar
substantially in the form annexed hereto as Exhibit B and
evidencing (i) an interest
designated as a "regular
interest" in REMIC II for purposes of the REMIC
Provisions and (ii) the right to receive
payments under the Hedge Agreement.]
[Class M-4
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date
(a)
prior to the
Stepdown
Date or on or after the Stepdown
Date if a Trigger Event is in effect for that
Distribution
Date,
the
remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the Class A Principal
Distribution Amount, the Class M-1 Principal
Distribution Amount, the Class M-2 Principal
Distribution Amount and
the
Class M-3
Principal
Distribution
Amount or (b) on or after the Stepdown
Date if a Trigger
Event is not in
effect for that Distribution Date, the lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the
Class A Principal
Distribution
Amount, the Class M-1 Principal
Distribution
Amount, the Class M-2
Principal Distribution Amount and the Class M-3 Principal
Distribution Amount; and
(ii) the
excess,
if any,
of (A)
the sum of (1) the
aggregate
Certificate
Principal
Balance
of the
Class A
Certificates,
Class M-1
Certificates,
Class M-2
Certificates and Class M-3
Certificates
(after taking into account the payment of the Class A Principal
Distribution
Amount,
the Class M-1
Principal
Distribution
Amount,
the
Class M-2
Principal
Distribution
Amount
and the
Class M-3
Principal
Distribution Amount for that Distribution Date) and (2) the
Certificate
Principal Balance
of the Class M-4
Certificates
immediately
prior to that
Distribution
Date over (B) the lesser of
(x) the
product
of (1)
the
applicable
Subordination
Percentage
and (2)
the
aggregate
Stated
Principal
Balance of the Mortgage
Loans after
giving
effect to
distributions
to be made on that
Distribution
Date and (y) the
excess,
if any, of the
aggregate
Stated
Principal
Balance of the
Mortgage Loans after giving effect to
distributions to be made on that
Distribution
Date, over the
Overcollateralization Floor.]
[Class M-5
Certificate:
Any one of the Class M-5
Certificates executed by the Trustee and authenticated
by the Certificate
Registrar
substantially in the form annexed hereto as Exhibit B and
evidencing (i) an interest
designated as a "regular
interest" in REMIC II for purposes of the REMIC
Provisions and (ii) the right to receive
payments under the Hedge Agreement.]
[Class M-5
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date
(a)
prior to the
Stepdown
Date or on or after the Stepdown
Date if a Trigger Event is in effect for that
Distribution
Date,
the
remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the Class A Principal
Distribution
Amount, the Class M-1 Principal
Distribution
Amount, the Class M-2 Principal
Distribution
Amount,
the Class M-3
Principal
Distribution
Amount and the Class M-4
Principal
Distribution Amount or (b) on or after
the Stepdown Date if a Trigger Event is not in effect for that
Distribution Date, the lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the
Class A Principal
Distribution
Amount, the Class M-1 Principal
Distribution
Amount, the Class M-2
Principal
Distribution
Amount,
the
Class M-3
Principal
Distribution
Amount
and the
Class M-4
Principal Distribution Amount; and
(ii) the
excess,
if any,
of (A)
the sum of (1) the
aggregate
Certificate
Principal
Balance
of the
Class A Certificates,
Class M-1
Certificates,
Class M-2
Certificates,
Class M-3 Certificates and
Class M-4
Certificates (after taking into account the payment of the Class A
Principal
Distribution
Amount, the Class M-1 Principal
Distribution
Amount, the Class M-2 Principal
Distribution
Amount,
the Class M-3
Principal
Distribution
Amount and the Class M-4
Principal
Distribution
Amount for
that
Distribution
Date) and (2) the
Certificate
Principal
Balance of the Class M-5
Certificates
immediately
prior to that
Distribution
Date
over (B) the
lesser
of (x) the
product
of (1) the
applicable
Subordination
Percentage and (2) the aggregate Stated Principal
Balance of the Mortgage
Loans after giving effect to distributions to be made on that
Distribution
Date and (y) the excess,
if any, of the
aggregate
Stated
Principal
Balance of the Mortgage
Loans after
giving
effect to
distributions to be made on that Distribution Date, over the
Overcollateralization Floor.]
[Class M-6
Certificate:
Any one of the Class M-6
Certificates executed by the Trustee and authenticated
by the Certificate
Registrar
substantially in the form annexed hereto as Exhibit B and
evidencing (i) an interest
designated as a "regular
interest" in REMIC II for purposes of the REMIC
Provisions and (ii) the right to receive
payments under the Hedge Agreement.]
[Class M-6
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date
(a)
prior to the
Stepdown
Date or on or after the Stepdown
Date if a Trigger Event is in effect for that
Distribution
Date,
the
remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the Class A Principal
Distribution
Amount, the Class M-1 Principal
Distribution
Amount, the Class M-2 Principal
Distribution
Amount,
the
Class M-3
Principal
Distribution
Amount,
the
Class M-4
Principal
Distribution
Amount and the Class M-5
Principal
Distribution
Amount or (b) on or after the Stepdown
Date if a Trigger
Event is not in effect for that
Distribution Date, the lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the
Class A Principal
Distribution
Amount, the Class M-1 Principal
Distribution
Amount, the Class M-2
Principal
Distribution Amount, the Class M-3 Principal
Distribution Amount, the Class M-4 Principal
Distribution Amount and the Class M-5 Principal Distribution
Amount; and
(ii) the
excess,
if any,
of (A)
the sum of (1) the
aggregate
Certificate
Principal
Balance
of the
Class A
Certificates,
Class M-1
Certificates,
Class M-2
Certificates,
Class M-3
Certificates,
Class M-4
Certificates
and
Class M-5
Certificates
(after
taking into account the payment of the
Class A Principal
Distribution
Amount, the Class M-1 Principal
Distribution
Amount, the Class M-2
Principal
Distribution Amount, the Class M-3 Principal
Distribution Amount, the Class M-4 Principal
Distribution Amount and the Class M-5
Principal
Distribution Amount for that Distribution Date) and
(2) the
Certificate
Principal
Balance
of the
Class M-6
Certificates
immediately
prior to that
Distribution
Date
over
(B) the
lesser
of (x) the
product
of (1) the
applicable
Subordination
Percentage and (2) the aggregate Stated
Principal
Balance of the Mortgage Loans after giving effect
to distributions to be made on that
Distribution
Date and (y) the excess,
if any, of the aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to
distributions
to be made on
that Distribution Date, over the Overcollateralization Floor.]
[Class M-7
Certificate:
Any one of the Class M-7
Certificates executed by the Trustee and authenticated
by the Certificate
Registrar
substantially in the form annexed hereto as Exhibit B and
evidencing (i) an interest
designated as a "regular
interest" in REMIC II for purposes of the REMIC
Provisions and (ii) the right to receive
payments under the Hedge Agreement.]
[Class M-7
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date
(a)
prior to the
Stepdown
Date or on or after the Stepdown
Date if a Trigger Event is in effect for that
Distribution
Date,
the
remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the Class A Principal
Distribution
Amount, the Class M-1 Principal
Distribution
Amount, the Class M-2 Principal
Distribution
Amount,
the Class M-3 Principal
Distribution Amount, the Class M-4 Principal
Distribution Amount, the Class M-5 Principal
Distribution
Amount and the
Class M-6
Principal
Distribution
Amount or (b) on or after the Stepdown
Date if a
Trigger Event is not in effect for that Distribution Date, the
lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the
Class A Principal
Distribution
Amount, the Class M-1 Principal
Distribution
Amount, the Class M-2
Principal
Distribution Amount, the Class M-3 Principal
Distribution Amount, the Class M-4 Principal
Distribution
Amount,
the
Class M-5
Principal
Distribution
Amount
and the
Class M-6
Principal
Distribution Amount; and
(ii) the
excess,
if any,
of (A)
the sum of (1) the
aggregate
Certificate
Principal
Balance
of the
Class A
Certificates,
Class M-1
Certificates,
Class M-2
Certificates,
Class M-3
Certificates,
Class M-4 Certificates,
Class M-5 Certificates and Class M-6 Certificates (after taking
into account
the payment of the Class A
Principal
Distribution
Amount,
the
Class M-1
Principal
Distribution
Amount, the Class M-2 Principal
Distribution
Amount, the Class M-3 Principal
Distribution
Amount,
the Class M-4
Principal
Distribution
Amount, the Class M-5
Principal
Distribution Amount and the
Class M-6
Principal
Distribution
Amount
for
that
Distribution
Date)
and (2)
the
Certificate
Principal
Balance of the Class M-7
Certificates
immediately
prior to that
Distribution Date over
(B) the
lesser
of (x)
the
product
of (1) the
applicable
Subordination
Percentage
and (2) the
aggregate Stated
Principal
Balance of the Mortgage Loans after giving effect to distributions
to be
made on that
Distribution
Date and
(y) the
excess,
if any,
of the
aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to
distributions
to be made on that
Distribution
Date, over the Overcollateralization Floor.]
[Class M-8
Certificate:
Any one of the Class M-8
Certificates executed by the Trustee and authenticated
by the Certificate
Registrar
substantially in the form annexed hereto as Exhibit B and
evidencing (i) an interest
designated as a "regular
interest" in REMIC II for purposes of the REMIC
Provisions and (ii) the right to receive
payments under the Hedge Agreement.]
[Class M-8
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date
(a)
prior to the
Stepdown
Date or on or after the Stepdown
Date if a Trigger Event is in effect for that
Distribution
Date,
the
remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the Class A Principal
Distribution
Amount, the Class M-1 Principal
Distribution
Amount, the Class M-2 Principal
Distribution
Amount,
the Class M-3 Principal
Distribution Amount, the Class M-4 Principal
Distribution Amount, the Class M-5 Principal
Distribution
Amount, the Class M-6 Principal
Distribution Amount and the Class M-7 Principal
Distribution Amount
or (b) on or after the Stepdown Date if a Trigger
Event is not in effect for that
Distribution
Date,
the lesser
of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the
Class A Principal
Distribution
Amount, the Class M-1 Principal
Distribution
Amount, the Class M-2
Principal
Distribution Amount, the Class M-3 Principal
Distribution Amount, the Class M-4 Principal
Distribution
Amount,
the
Class M-5
Principal
Distribution
Amount,
the
Class M-6
Principal
Distribution Amount and the Class M-7 Principal Distribution
Amount; and
(ii) the
excess,
if any,
of (A)
the sum of (1) the
aggregate
Certificate
Principal
Balance
of the
Class A
Certificates,
Class M-1
Certificates,
Class M-2
Certificates,
Class M-3
Certificates,
Class M-4
Certificates,
Class M-5
Certificates,
Class M-6 Certificates and Class M-7 Certificates
(after taking into account the payment of the Class A Principal
Distribution
Amount,
the Class M-1
Principal
Distribution Amount, the Class M-2 Principal
Distribution Amount, the Class M-3 Principal
Distribution
Amount,
the
Class M-4
Principal
Distribution
Amount,
the
Class M-5
Principal
Distribution
Amount,
the
Class M-6
Principal
Distribution
Amount
and the
Class M-7
Principal
Distribution
Amount for that
Distribution
Date) and (2) the Certificate
Principal
Balance of the
Class M-8
Certificates
immediately
prior to that
Distribution Date over (B) the lesser of (x) the
product
of (1) the
applicable
Subordination
Percentage
and (2) the
aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to
distributions
to be made on that
Distribution
Date and (y) the
excess,
if any, of the aggregate
Stated
Principal
Balance of the Mortgage Loans
after
giving
effect
to
distributions
to
be
made
on
that
Distribution
Date,
over
the
Overcollateralization Floor.]
[Class M-9
Certificate:
Any one of the Class M-9
Certificates executed by the Trustee and authenticated
by the Certificate
Registrar
substantially in the form annexed hereto as Exhibit B and
evidencing (i) an interest
designated as a "regular
interest" in REMIC II for purposes of the REMIC
Provisions and (ii) the right to receive
payments under the Hedge Agreement.]
[Class M-9
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date
(a)
prior to the
Stepdown
Date or on or after the Stepdown
Date if a Trigger Event is in effect for that
Distribution
Date,
the
remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the Class A Principal
Distribution
Amount, the Class M-1 Principal
Distribution
Amount, the Class M-2 Principal
Distribution
Amount,
the Class M-3 Principal
Distribution Amount, the Class M-4 Principal
Distribution Amount, the Class M-5 Principal
Distribution Amount, the Class M-6 Principal
Distribution Amount, the Class M-7 Principal
Distribution Amount and
the
Class M-8
Principal
Distribution
Amount or (b) on or after the Stepdown
Date if a Trigger
Event is not in
effect for that Distribution Date, the lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the
Class A Principal
Distribution
Amount, the Class M-1 Principal
Distribution
Amount, the Class M-2
Principal
Distribution Amount, the Class M-3 Principal
Distribution Amount, the Class M-4 Principal
Distribution
Amount,
the
Class M-5
Principal
Distribution
Amount,
the
Class M-6
Principal
Distribution
Amount,
the
Class M-7
Principal
Distribution
Amount
and the
Class M-8
Principal
Distribution Amount; and
(ii) the
excess,
if any,
of (A)
the sum of (1) the
aggregate
Certificate
Principal
Balance
of the
Class A
Certificates,
Class M-1
Certificates,
Class M-2
Certificates,
Class M-3
Certificates,
Class M-4 Certificates,
Class M-5 Certificates,
Class M-6 Certificates,
Class M-7 Certificates and
Class M-8
Certificates (after taking into account the payment of the Class A
Principal
Distribution
Amount, the Class M-1 Principal
Distribution
Amount, the Class M-2 Principal
Distribution
Amount,
the Class M-3
Principal
Distribution
Amount,
the Class M-4
Principal
Distribution
Amount,
the
Class M-5 Principal
Distribution Amount, the Class M-6 Principal
Distribution Amount, the Class M-7
Principal
Distribution Amount and the Class M-8 Principal
Distribution Amount for that Distribution
Date) and (2) the Certificate
Principal Balance of the Class M-9
Certificates
immediately prior to
that
Distribution
Date over (B) the lesser of (x) the product of (1) the
applicable
Subordination
Percentage and (2) the aggregate Stated
Principal
Balance of the Mortgage Loans after giving effect
to distributions to be made on that
Distribution
Date and (y) the excess,
if any, of the aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to
distributions
to be made on
that Distribution Date, over the Overcollateralization Floor.]
Class M Certificates:
Collectively, the Class [___] Certificates,
Class [___] Certificates,
Class [___]
Certificates,
Class [___]
Certificates,
Class [___]
Certificates,
Class [___]
Certificates,
Class [___]
Certificates, Class [___] Certificates and Class [___]
Certificates.
[Class M Principal
Distribution
Amount:
With respect to any Distribution Date, the sum of the Class M-1
Principal Distribution Amount,
Class M-2 Principal
Distribution Amount,
Class M-3 Principal Distribution Amount,
Class M-4
Principal
Distribution
Amount,
Class M-5
Principal
Distribution
Amount,
Class M-6
Principal
Distribution Amount,
Class M-7 Principal
Distribution Amount,
Class M-8 Principal
Distribution Amount and Class
M-9 Principal Distribution Amount for such Distribution Date.]
[Class R Certificate:
Collectively, the Class R-I Certificates and Class R-II
Certificates.]
[Class R-I
Certificate:
Any one of the Class R-I
Certificates executed by the Trustee and authenticated
by the
Certificate
Registrar
substantially
in the form annexed
hereto 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 hereto as Exhibit D and evidencing
an interest designated as a "residual interest" in REMIC II for
purposes of the REMIC Provisions.]
[Class SB
Certificate:
Any one of the Class SB
Certificates
executed by the Trustee and
authenticated
by the Certificate
Registrar
substantially in the form annexed hereto as Exhibit D-1,
D-2 or D-3, as provided in
Section 5.02(e)
hereof,
and evidencing an interest
comprised of "regular
interests" in REMIC II for purposes of
the REMIC Provisions, together with certain rights to payments
under the Hedge Agreement.]
Clearing
System
Certificate:
As defined in Section 5.02(e) and
substantially
in the form of Exhibit W
hereto.
Clearstream:
Clearstream Banking, société anonyme.
Closing Date:
[__________], 200[__].
Code:
The Internal Revenue Code of 1986.
Commission:
The Securities and Exchange Commission.
Compensating
Interest:
With respect to any Distribution
Date, any amount paid by the Master Servicer in
accordance with Section 3.16(f).
Corporate
Trust
Office:
The
principal
office
of the
Trustee
at
which at any
particular
time its
corporate
trust business with respect to this
Agreement
shall be
administered,
which office at the date of the
execution of this instrument is located at [Address of Trustee],
Attn: RASC 200[__]-KS[___].
Credit Repository:
Equifax, Transunion and Experian, or their successors in interest.
Curtailment:
Any Principal Prepayment made by a Mortgagor which is not a
Principal Prepayment in Full.
Custodial
Account:
The custodial account or accounts created and maintained
pursuant to Section 3.07 in
the name of a
depository
institution,
as
custodian
for the
holders of the
Certificates,
for the
holders of
certain other
interests in mortgage
loans
serviced or sold by the Master
Servicer and for the Master
Servicer,
into which the amounts set forth in Section 3.07
shall be deposited
directly.
Any such account or accounts shall
be an Eligible Account.
Custodial
Agreement:
An agreement
that may be entered into among the
Depositor,
the Master
Servicer,
the Trustee and a Custodian in substantially the form of Exhibit E
hereto.
Custodian:
[____________], or any successor custodian appointed pursuant to a
Custodial Agreement.
Cut-off Date:
[_______], 200[__].
Cut-off Date Balance:
$[____________].
Cut-off Date Principal
Balance:
With respect to any Mortgage Loan, the unpaid principal
balance thereof
at the Cut-off Date after giving
effect to all
installments
of principal
due on or prior thereto (or due in the
month of the Cut-off Date), whether or not received.
Debt Service
Reduction:
With respect to any Mortgage Loan, a reduction in the scheduled
Monthly Payment
for such Mortgage Loan by a court of competent
jurisdiction
in a proceeding
under the
Bankruptcy
Code,
except
such a reduction
constituting a Deficient
Valuation or any reduction
that results in a permanent
forgiveness of
principal.
Deficient
Valuation:
With
respect
to
any
Mortgage
Loan,
a
valuation
by
a
court
of
competent
jurisdiction
of the
Mortgaged
Property
in an
amount
less
than the then
outstanding
indebtedness
under the
Mortgage
Loan,
or any reduction in the amount of principal to be paid in
connection
with any scheduled
Monthly
Payment that
constitutes
a permanent
forgiveness
of
principal,
which
valuation
or reduction
results from a
proceeding under the Bankruptcy Code.
Definitive Certificate:
Any definitive, fully registered Certificate.
Deleted
Mortgage
Loan: A Mortgage Loan replaced or to be replaced with a Qualified
Substitute
Mortgage
Loan.
Delinquent:
As used herein,
a Mortgage
Loan is
considered
to be: "30 to 59 days" or "30 or more days"
delinquent
when a payment due on any
scheduled
due date
remains
unpaid as of the close of business on the next
following
monthly
scheduled due date; "60 to 89 days" or "60 or more days"
delinquent
when a payment due on any
scheduled due date remains unpaid as of the close of business on
the second following
monthly
scheduled due date;
and so on. The
determination
as to whether a Mortgage
Loan falls into these
categories
is made as of the close
of business on the last
business
day of each month.
For
example,
a Mortgage
Loan with a payment due on July 1
that
remained
unpaid
as of the close of
business
on August
31 would
then be
considered
to be 30 to 59 days
delinquent.
Delinquency
information
as of the
Cut-off
Date is
determined
and
prepared
as of the
close
of
business on the last business day immediately prior to the Cut-off
Date.
Depositor:
As defined in the preamble hereto.
Depository:
The Depository
Trust Company,
or any successor
Depository
hereafter named. The nominee of
the initial
Depository for purposes of registering those
Certificates
that are to be Book-Entry
Certificates is
Cede ® Co. The
Depository
shall at all times be a "clearing
corporation"
as defined in
Section 8-102(a)(5)
of
the
Uniform
Commercial
Code of the
State
of New
York
and a
"clearing
agency"
registered
pursuant
to the
provisions of Section 17A of the Exchange Act.
Depository
Participant:
A broker,
dealer, bank or other financial
institution or other Person for whom
from
time to time a
Depository
effects
book-entry
transfers
and
pledges
of
securities
deposited
with the
Depository.
Destroyed
Mortgage
Note: A Mortgage
Note the original of which was
permanently
lost or destroyed
and
has not been replaced.
Determination
Date: With respect to any
Distribution
Date, the [20th] day (or if such [20th] day is not
a Business Day, the Business Day
immediately
following such [20th] day) of the month of the related
Distribution
Date.
Disqualified
Organization:
Any
organization
defined
as
a
"disqualified
organization"
under
Section 860E(e)(5)
of the Code,
including,
if not
otherwise
included,
any of the
following:
(i) the
United
States,
any State or
political
subdivision
thereof,
any
possession
of the
United
States,
or any agency or
instrumentality
of any of the
foregoing
(other
than an
instrumentality
which is a
corporation
if all of its
activities
are subject to tax and,
except for Freddie
Mac, a majority of its board of
directors is not selected
by
such
governmental
unit),
(ii) a
foreign
government,
any
international
organization,
or any
agency
or
instrumentality
of any of the
foregoing,
(iii)
any
organization
(other
than
certain
farmers'
cooperatives
described
in
Section 521
of the Code) which is exempt
from the tax imposed by Chapter 1 of the Code
(including
the tax imposed by
Section 511
of the Code on unrelated
business
taxable
income) and
(iv) rural
electric and
telephone cooperatives described in
Section 1381(a)(2)(C)
of the Code. A Disqualified
Organization also includes
any "electing large
partnership," as defined in
Section 775(a)
of the Code and any other Person so designated by
the Trustee
based upon an Opinion of Counsel
that the holding of an Ownership
Interest in a Class R
Certificate
by such Person may cause any REMIC or any Person having an
Ownership
Interest in any Class of Certificates
(other
than such
Person) to incur a liability
for any federal tax
imposed
under the Code that would not
otherwise
be
imposed but for the Transfer of an Ownership
Interest in a Class R
Certificate to such Person.
The terms "United
States,"
"State" and
"international
organization"
shall have the meanings set forth in Section 7701 of the Code
or successor provisions.
Distribution
Date:
The 25th day of
June 2005
or, if such 25th day is not a Business
Day, the Business
Day immediately following such 25th day, commencing on [________],
200[__].
DTC Letter: The Letter of Representations,
dated [___________],
200[__],
among the Trustee on behalf of
the Trust Fund, [________________], in its individual capacity as
agent thereunder and the Depository.
Due Date:
With respect to any
Distribution
Date and any Mortgage
Loan,
the day during the related Due
Period on which the Monthly Payment is due.
Due Period:
With respect to any Distribution Date, the calendar month of such
Distribution Date.
Eligible Account:
An account that is any of the following:
(i) maintained with a depository
institution
the debt
obligations
of which have been rated by each Rating Agency in its highest
rating
available,
or (ii) an
account
or
accounts
in a
depository
institution
in which
such
accounts
are
fully
insured
to the
limits
established by the FDIC,
provided that any deposits not so insured shall, to the extent
acceptable to each Rating
Agency,
as evidenced in writing,
be maintained such that (as evidenced by an Opinion of Counsel
delivered to the
Trustee and each Rating Agency) the registered
Holders of
Certificates
have a claim with respect to the funds in
such account or a perfected
first security
interest
against any collateral
(which shall be limited to Permitted
Investments)
securing
such
funds
that is
superior
to claims
of any
other
depositors
or
creditors
of the
depository
institution
with which such account is maintained,
or (iii) in the case of the Custodial
Account,
a
trust account or accounts
maintained in the corporate trust department of
[____________],
or (iv) in the case of
the
Certificate
Account,
a
trust
account
or
accounts
maintained
in
the
corporate
trust
division
of
[_____________],
or (v) an account or accounts of a depository
institution
acceptable
to each Rating Agency (as
evidenced
in
writing
by each
Rating
Agency
that use of any
such
account
as the
Custodial
Account
or the
Certificate
Account will not reduce the rating
assigned to any Class of
Certificates by such Rating Agency below
the lower of the
then-current
rating or the rating
assigned to such
Certificates as of the Closing Date by such
Rating Agency).
Eligible
Master
Servicing
Compensation:
With
respect
to
any
Distribution
Date,
the
lesser
of
(a) one-twelfth of [___]% of the Stated Principal Balance of the
related Mortgage Loans immediately
preceding such
Distribution
Date and (b) the sum of the
Servicing
Fee and all income and gain on amounts held in the
Custodial
Account and the Certificate Account and payable to the
Certificateholders
with respect to such Distribution Date;
provided
that for purposes of this
definition
the amount of the
Servicing
Fee will not be reduced
pursuant to
Section 7.02(a) except as may be required pursuant to the last
sentence of such Section.
ERISA:
The Employee Retirement Income Security Act of 1974, as amended.
Euroclear:
Euroclear Bank, S.A./NA, as operator of The Euroclear System.
Event of Default:
As defined in Section 7.01.
[Excess Cash Flow:
With respect to any
Distribution
Date,
an amount equal to the sum of (A) the excess
of (i) the Available
Distribution
Amount for that
Distribution
Date increased by the amount,
if any, paid from
the
Hedge
Payment
for that
Distribution
Date
pursuant
to
Section 4.02(c)(iii)
over (ii) the sum of (a) the
Interest
Distribution
Amount
for that
Distribution
Date and (b) the lesser of
(1) the
aggregate
Certificate
Principal
Balance of Class A
Certificates,
Class M
Certificates and Class B
Certificates
immediately prior to
such
Distribution
Date and (2) the
Principal
Remittance
Amount
for that
Distribution
Date to the extent not
applied to pay
interest
on the Class A
Certificates,
Class M
Certificates
and
Class B
Certificates
on such
Distribution Date and (B) the Overcollateralization Reduction
Amount, if any, for that Distribution Date.]
Excess
Overcollateralization
Amount:
With respect to any Distribution
Date, the excess, if any, of (a)
the Overcollateralization
Amount on such Distribution Date over (b) the Required
Overcollateralization Amount for
such Distribution Date.
Exchange Act:
The Securities Exchange Act of 1934, as amended.
Exchange Date: As defined in Section 5.02(e)(ii).
Expense
Fee Rate:
With
respect to any
Mortgage
Loan as of any date of
determination,
the sum of the
applicable Servicing Fee Rate and the per annum rate at which the
applicable Subservicing Fee accrues.
Fannie Mae:
Fannie Mae, a federally
chartered and
privately
owned
corporation
organized and existing
under the Federal National Mortgage Association Charter Act, or any
successor thereto.
FDIC:
Federal Deposit Insurance Corporation or any successor thereto.
Final
Distribution
Date:
The
Distribution
Date on which
the final
distribution
in
respect
of the
Certificates will be made pursuant to Section 9.01,
which Final
Distribution Date shall in no event be later than
the end of the 90-day liquidation period described in Section 9.02.
Final
Scheduled
Distribution
Date:
[Solely for purposes of the face of the
Certificates,
as follows:
with respect to the Class [__]
Certificates,
the Distribution Date occurring in [_______] 20[__]; with respect
to
the
Class [__]
Certificates,
the Class [__]
Certificates,
and each Class of Class M
Certificates
and Class B
Certificates,
the Distribution
Date occurring in [______]
20[__].
No event of default under this Agreement will
arise or become
applicable solely by reason of the failure to retire the entire
Certificate
Principal Balance of
any Class of Class A
Certificates,
Class M
Certificates or Class B Certificates on or before its Final
Scheduled
Distribution Date.]
Fitch:
Fitch Ratings, or its successors in interest.
Foreclosure
Profits:
With
respect
to any
Distribution
Date or
related
Determination
Date
and any
Mortgage
Loan,
the excess,
if any, of
Liquidation
Proceeds,
Insurance
Proceeds and REO Proceeds
(net of all
amounts reimbursable
therefrom pursuant to
Section 3.10(a)(ii))
in respect of each Mortgage Loan or REO Property
for which a Cash
Liquidation
or REO
Disposition
occurred in the related
Prepayment
Period over the sum of the
unpaid principal balance of such Mortgage Loan or REO Property
(determined,
in the case of an REO Disposition,
in
accordance
with
Section 3.14)
plus
accrued and unpaid
interest at the Mortgage
Rate on such unpaid
principal
balance
from the Due
Date to which
interest
was
last
paid by the
Mortgagor
to the
first
day of the
month
following the month in which such Cash Liquidation or REO
Disposition occurred.
Form 10-K Certification:
As defined in Section 4.03(e).
Freddie Mac:
Freddie Mac, a corporate
instrumentality
of the United States
created and existing
under
Title III of the Emergency Home Finance Act of 1970, as amended, or
any successor thereto.
Gross Margin:
With respect to each
adjustable-rate
Mortgage Loan, the fixed percentage set forth in the
related
Mortgage Note and indicated on the Mortgage Loan Schedule as the
"NOTE MARGIN," which
percentage is added
to the related
Index on each
Adjustment
Date to determine
(subject to rounding in
accordance
with the related
Mortgage Note, the Periodic Cap, the Maximum
Mortgage Rate and the Minimum
Mortgage Rate) the interest rate to be
borne by such Mortgage Loan until the next Adjustment Date.
[Hedge Agreement:
The confirmation,
dated as of the Closing Date, between the Trustee,
on behalf of the
Trust Fund, and the Hedge
Agreement
Provider,
relating to the Class A
Certificates,
Class M
Certificates
and
Class B Certificates or any replacement, substitute, collateral or
other arrangement in lieu thereof.]
[Hedge
Payment:
For any
Distribution
Date,
the
payment,
if any,
due under the Hedge
Agreement
in
respect of such Distribution Date.]
[Hedge
Agreement
Provider:
[_________________]
and its
successors
and
assigns
or any
party to any
replacement, substitute, collateral or other arrangement in lieu
thereof.]
[Hedge
Shortfall
Amount:
For any
Distribution
Date,
the amount,
if any, by which the payment on the
Class A Certificates,
Class M Certificates and Class B Certificates pursuant to
Section 4.02(c)(iii) is paid from
the Hedge
Payment for such
Distribution
Date pursuant to the
provisions
thereof or would have been so paid but
for the failure of the Hedge Agreement Provider to make a payment
required under the Hedge Agreement.]
[Hedge Shortfall
Carry-Forward
Amount:
For any Distribution Date, the aggregate Hedge Shortfall Amounts
for
prior
Distribution
Dates
to
the
extent
not
reimbursed
to
the
Class SB
Certificates
pursuant
to
Section 4.02(c)(x).]
HUD:
The United States Department of Housing and Urban Development.
Independent:
When used with
respect
to any
specified
Person,
means
such a Person who (i) is in fact
independent of the Depositor,
the Master Servicer and the Trustee,
or any Affiliate
thereof,
(ii) does not have
any direct financial
interest or any material indirect
financial
interest in the Depositor,
the Master Servicer
or the Trustee or in an Affiliate
thereof,
and (iii) is not connected with the Depositor,
the Master Servicer or
the Trustee as an
officer,
employee,
promoter,
underwriter,
trustee,
partner,
director or person
performing
similar functions.
Index:
With respect to any
adjustable-rate
Mortgage Loan and as to any Adjustment
Date
therefor,
the
related index as stated in the related Mortgage Note.
Initial
Certificate
Principal
Balance:
With
respect to each
Class of
Certificates
(other
than the
Class R
Certificates),
the Certificate
Principal Balance of such Class of Certificates as of the Closing
Date as
set forth in the Preliminary Statement hereto.
[Initial
Purchaser:
[______________],
as initial purchaser of the Class B Certificates and the Class SB
Certificates.]
Insurance
Proceeds:
Proceeds
paid in respect of the Mortgage
Loans
pursuant to any Primary
Insurance
Policy or any other related
insurance
policy covering a Mortgage Loan, to the extent such proceeds are
payable to
the mortgagee under the Mortgage,
any
Subservicer,
the Master Servicer or the Trustee and are not applied to the
restoration of the related
Mortgaged
Property or released to the Mortgagor in accordance with the
procedures that
the Master Servicer would follow in servicing mortgage loans held
for its own account.
[Interest
Accrual
Period:
With
respect
to
the
Distribution
Date
in
[____] 200[__],
the
period
commencing
the Closing Date and ending on the day
preceding the
Distribution
Date in
[____] 200[__],
and with
respect to any
Distribution
Date after the
Distribution
Date in
[____] 200[__],
the period
commencing on the
Distribution
Date in the month
immediately
preceding the month in which such Distribution Date occurs and
ending
on the day preceding such Distribution Date.]
Interest
Distribution
Amount:
For
any
Distribution
Date,
the
amounts
payable
pursuant
to
Section 4.02(c)[(i)-(iii)].
Interim Certification:
As defined in Section 2.02.
Late
Collections:
With
respect to any
Mortgage
Loan,
all
amounts
received
during any Due
Period,
whether as late payments of Monthly Payments or as Insurance
Proceeds,
Liquidation
Proceeds or otherwise,
which
represent
late payments or
collections
of Monthly
Payments due but delinquent for a previous Due Period and not
previously recovered.
LIBOR:
With respect to any Distribution
Date, the arithmetic mean of the London
interbank
offered rate
quotations
for one-month
U.S.
Dollar
deposits,
expressed on a per annum basis,
determined in accordance
with
Section 1.02.
LIBOR
Business
Day:
Any day
other
than
(i) a
Saturday
or
Sunday
or (ii) a day on
which
banking
institutions in London, England are required or authorized by law
to be closed.
LIBOR
Certificates:
[Collectively,
the
Class A
Certificates,
Class M
Certificates
and
Class B
Certificates.]
LIBOR Rate
Adjustment
Date:
With
respect to each
Distribution
Date,
the second
LIBOR
Business Day
immediately preceding the commencement of the related Interest
Accrual Period.
Liquidation
Proceeds:
Amounts
(other
than
Insurance
Proceeds)
received
by the Master
Servicer
in
connection
with the
taking of an
entire
Mortgaged
Property
by
exercise
of the
power of
eminent
domain or
condemnation
or in
connection
with
the
liquidation
of a
defaulted
Mortgage
Loan
through
trustee's
sale,
foreclosure sale or otherwise, other than REO Proceeds and
Subsequent Recoveries.
Loan-to-Value
Ratio: As of any date, the fraction,
expressed as a percentage,
the numerator of which is
the current
principal
balance of the related
Mortgage Loan at the date of
determination
and the denominator of
which is the Appraised Value of the related Mortgaged Property.
Margin:
With respect to each Distribution
Date and the [Class A, Class M and Class B Certificates],
the
related per annum rate set forth next to such Distribution Date in
the table below:
Related Margin
Class
(1)
(2)
A-[__]
[_______]%
[_______]%
A-[__]
[_______]%
[_______]%
A-[__]
[_______]%
[_______]%
M-[__]
[_______]%
[_______]%
M-[__]
[_______]%
[_______]%
M-[__]
[_______]%
[_______]%
M-[__]
[_______]%
[_______]%
M-[__]
[_______]%
[_______]%
M-[__]
[_______]%
[_______]%
M-[__]
[_______]%
[_______]%
M-[__]
[_______]%
[_______]%
M-[__]
[_______]%
[_______]%
B-[__]
[_______]%
[_______]%
B-[__]
[_______]%
[_______]%
________________________
(1) For any Distribution Date prior to the second
Distribution Date after the first possible Optional
Termination Date.
(2) For any
Distribution
Date on or after the
second
Distribution
Date
after the first
possible
Optional Termination Date.
[Marker Rate:
With respect to the Class SB
Certificates
or the REMIC II Regular
Interest SB-IO and any
Distribution
Date,
a per annum rate equal to two (2) times the
weighted
average of the
Uncertificated
REMIC I
Pass-Through Rates for REMIC I Regular Interest LT2 and REMIC I
Regular Interest LT3.]
Master Servicer:
As defined in the preamble hereto.
Maturity
Date:
With
respect to each Class of
Certificates
representing
ownership of REMIC II Regular
Interests or REMIC I Regular
Interests issued by each of REMIC I and REMIC II,
the latest possible maturity date,
solely
for
purposes
of
Section 1.860G-1(a)(4)(iii)
of the
Treasury
Regulations,
by
which
the
Certificate
Principal
Balance of each such Class of
Certificates
representing a regular
interest in the Trust Fund would be
reduced to zero,
which is, for each such regular
interest,
[_______],
20[__],
which is the
Distribution
Date
occurring in the month following the last scheduled monthly payment
of the Mortgage Loans.
Maximum
Mortgage Rate:
With respect to any
adjustable-rate
Mortgage Loan, the per annum rate indicated
on the
Mortgage
Loan
Schedule
as the
"NOTE
CEILING,"
which
rate is the
maximum
interest
rate that may be
applicable to such Mortgage Loan at any time during the life of
such Mortgage Loan.
Maximum
Net
Mortgage
Rate:
With
respect
to
any
adjustable-rate
Mortgage
Loan
and
any
date
of
determination, the Maximum Mortgage Rate minus the Expense Fee
Rate.
With respect to any fixed-rate Mortage Loan and
any date of determination, the Net Mortgage Rate.
MERS:
Mortgage
Electronic
Registration
Systems,
Inc., a corporation
organized and existing under the
laws of the State of Delaware, or any successor thereto.
MERS® System:
The system of recording transfers of Mortgages electronically
maintained by MERS.
MIN:
The Mortgage Identification Number for Mortgage Loans registered
with MERS on the MERS® System.
Minimum
Mortgage Rate: With respect to any
adjustable-rate
Mortgage Loan, a per annum rate equal to the
greater of (i) the
Note Margin and (ii) the rate
indicated
on the Mortgage
Loan
Schedule as the "NOTE
FLOOR,"
which rate may be applicable to such Mortgage Loan at any time
during the life of such Mortgage Loan.
Modified Mortgage Loan:
Any Mortgage Loan that has been the subject of a Servicing
Modification.
Modified
Net
Mortgage
Rate:
With
respect to any
Mortgage
Loan that is the
subject
of a
Servicing
Modification,
the Net Mortgage
Rate minus the rate per annum by which the Mortgage Rate on such
Mortgage Loan was
reduced.
MOM Loan:
With respect to any Mortgage Loan,
MERS acting as the mortgagee of such Mortgage Loan,
solely
as nominee for the originator of such Mortgage Loan and its
successors and assigns, at the origination thereof.
Monthly
Payment:
With respect to any Mortgage Loan
(including any REO Property) and the Due Date in any
Due Period,
the payment of principal and interest due thereon in accordance
with the amortization
schedule at the
time applicable thereto (after adjustment,
if any, for Curtailments and for Deficient
Valuations
occurring prior
to such Due Date but before any adjustment to such
amortization
schedule by reason of any bankruptcy,
other than
a Deficient
Valuation,
or similar
proceeding or any
moratorium or similar waiver or grace period and before any
Servicing Modification that constitutes a reduction of the interest
rate on such Mortgage Loan).
Moody's:
Moody's Investors Service, Inc., or its successors in interest.
Mortgage:
With
respect
to
each
Mortgage
Note,
the
mortgage,
deed of
trust
or
other
comparable
instrument
creating
a first or junior
lien on an estate in fee simple or
leasehold
interest
in real
property
securing a Mortgage Note.
Mortgage File: The mortgage
documents
listed in
Section 2.01
pertaining to a particular
Mortgage Loan
and any additional documents required to be added to the Mortgage
File pursuant to this Agreement.
Mortgage
Loans:
Such
of the
mortgage
loans
transferred
and
assigned
to the
Trustee
pursuant
to
Section 2.01
as from time to time are held or deemed to be held as a part of the
Trust Fund,
the
Mortgage
Loans
originally
so held being
identified in the initial
Mortgage Loan
Schedule,
and Qualified
Substitute
Mortgage
Loans held or deemed held as part of the Trust Fund
including,
without
limitation,
each related
Mortgage Note,
Mortgage and Mortgage File and all rights appertaining thereto.
Mortgage Loan
Schedule:
The lists of the Mortgage
Loans
attached
hereto as Exhibit F (as amended from
time to time to reflect the
addition of Qualified
Substitute
Mortgage
Loans),
which lists shall set forth at a
minimum the following information as to each Mortgage Loan:
(i)
the Mortgage Loan identifying number ("RFC LOAN #");
(ii)
[reserved];
(iii)
the maturity of the Mortgage Note ("MATURITY
DATE," or "MATURITY DT");
(iv)
for the adjustable-rate Mortgage Loans, the Mortgage Rate as of
origination ("ORIG RATE");
(v)
the Mortgage Rate as of the Cut-off Date ("CURR RATE");
(vi)
the Net Mortgage Rate as of the Cut-off Date ("CURR NET");
(vii)
the scheduled
monthly
payment of principal,
if any, and interest as of the Cut-off Date
("ORIGINAL P &
I" or "CURRENT P & I");
(viii)
the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(ix)
the Loan-to-Value Ratio at origination ("LTV");
(x)
a code "T," "BT" or "CT" under the column "LN
FEATURE,"
indicating
that the Mortgage Loan is secured by
a second or vacation
residence
(the absence of any such code means the Mortgage
Loan is secured
by a primary residence);
(xi)
a code "N" under the column
"OCCP
CODE,"
indicating
that the
Mortgage
Loan is secured by a non-owner
occupied
residence
(the absence of any such code means the Mortgage
Loan is secured by an owner
occupied residence);
(xii)
for the adjustable-rate Mortgage Loans, the Maximum Mortgage Rate
("NOTE CEILING");
(xiii)
for the adjustable-rate Mortgage Loans, the maximum Net Mortgage
Rate ("NET CEILING");
(xiv)
for the adjustable-rate Mortgage Loans, the Note Margin ("NOTE
MARGIN");
(xv)
for the
adjustable-rate
Mortgage Loans,
the first
Adjustment Date after the Cut-off Date ("NXT INT CHG
DT");
(xvi)
for the adjustable-rate Mortgage Loans, the Periodic Cap ("PERIODIC
DECR" or "PERIODIC INCR");
(xvii)
[reserved]; and
(xviii)
for the
adjustable-rate
Mortgage
Loans,
the rounding of the
semi-annual
or annual
adjustment to the
Mortgage Rate ("NOTE METHOD").
Such
schedules
may
consist of
multiple
reports
that
collectively
set forth all of the
information
required.
Mortgage
Note:
The
originally
executed
note
or
other
evidence
of
indebtedness
evidencing
the
indebtedness of a Mortgagor under a Mortgage Loan, together with
any modification thereto.
Mortgage Rate:
With respect to any Mortgage
Loan, the interest rate borne by the related
Mortgage Note,
or any
modification
thereto
other
than a
Servicing
Modification.
The
Mortgage
Rate on the
adjustable-rate
Mortgage
Loans
will
adjust
on each
Adjustment
Date to equal
the sum
(rounded
to the
nearest
multiple
of
one-eighth of one percent (0.125%) or up to the nearest one-eighth
of one percent,
which are indicated by a "U" on
the Mortgage Loan Schedule,
except in the case of the
adjustable-rate
Mortgage Loans
indicated by an "X" on the
Mortgage Loan Schedule under the heading "NOTE
METHOD"),
of the related Index plus the Note Margin,
in each case
subject to the applicable Periodic Cap, Maximum Mortgage Rate and
Minimum Mortgage Rate.
Mortgaged Property:
The underlying real property securing a Mortgage Loan.
Mortgagor:
The obligor on a Mortgage Note.
Net Mortgage
Rate:
With respect to any Mortgage Loan as of any date of
determination,
a per annum rate
equal to the Mortgage Rate for such Mortgage Loan as of such date
minus the related Expense Fee Rate.
Net WAC Cap Rate:
[With respect to any
Distribution
Date, the sum of (a) the REMIC Net WAC Cap Rate and
(b) the product of (i) a per annum rate equal to (A) the Hedge
Payment,
if any, with respect to such
Distribution
Date divided by (B) the aggregate Certificate
Principal Balance of the Class A Certificates,
Class M Certificates
and Class B Certificates
immediately
prior to such
Distribution
Date and (ii) a fraction equal to 30 divided by
the actual number of days in the related Interest Accrual Period.]
Non-United States Person:
Any Person other than a United States Person.
Nonrecoverable
Advance:
Any Advance
previously
made or
proposed to be made by the Master
Servicer or
Subservicer in respect of a Mortgage Loan (other than a Deleted
Mortgage
Loan) which,
in the good faith judgment
of the Master Servicer,
will not, or, in the case of a proposed Advance,
would not, be ultimately
recoverable by
the Master Servicer from related Late Collections,
Insurance Proceeds,
Liquidation
Proceeds or REO Proceeds.
To
the extent that any
Mortgagor is not
obligated
under the related
Mortgage
documents
to pay or
reimburse
any
portion of any Servicing
Advances that are outstanding
with respect to the related Mortgage Loan as a result of a
modification
of such Mortgage Loan by the Master
Servicer,
which forgives
amounts which the Master
Servicer or
Subservicer
had
previously
advanced,
and the
Master
Servicer
determines
that no other
source of payment or
reimbursement
for such advances is available to it, such Servicing
Advances shall be deemed to be
Nonrecoverable
Advances.
The
determination by the Master Servicer that it has made a
Nonrecoverable
Advance shall be evidenced
by a
certificate
of a Servicing
Officer,
Responsible
Officer or Vice
President
or its
equivalent
or senior
officer of the Master
Servicer,
delivered to the Depositor,
the Trustee,
and the Master Servicer
setting forth
such
determination,
which shall include any other
information or reports obtained by the Master Servicer such as
property operating statements,
rent rolls, property inspection reports and engineering reports,
which may support
such
determinations.
Notwithstanding
the above, the Trustee shall be entitled to rely upon any
determination by
the Master Servicer that any Advance previously made is a
Nonrecoverable
Advance or that any proposed Advance,
if
made, would constitute a Nonrecoverable Advance.
Nonsubserviced
Mortgage
Loan: Any Mortgage Loan that, at the time of reference
thereto,
is not subject
to a Subservicing Agreement.
Note Margin:
With respect to each
adjustable-rate
Mortgage Loan, the fixed
percentage set forth in the
related
Mortgage Note and indicated on the Mortgage Loan Schedule as the
"NOTE MARGIN," which
percentage is added
to the Index on each
Adjustment
Date to determine
(subject to rounding in accordance
with the related
Mortgage
Note, the Periodic Cap, the Maximum
Mortgage Rate and the Minimum
Mortgage Rate) the interest rate to be borne by
such Mortgage Loan until the next Adjustment Date.
[Notional
Amount:
With respect to the Class SB
Certificates
or the
REMIC II
Regular
Interest SB-IO,
immediately prior to any Distribution Date, the aggregate of the
Uncertificated
Principal Balances of the REMIC I
Regular Interests.]
Officers'
Certificate:
A
certificate
signed
by the
Chairman
of the
Board,
the
President,
a Vice
President,
Assistant Vice President,
Director,
Managing
Director,
the Treasurer,
the Secretary,
an Assistant
Treasurer or an Assistant
Secretary of the Depositor or the Master Servicer,
as the case may be, and delivered to
the Trustee, as required by this Agreement.
Opinion of Counsel:
A written
opinion of counsel
acceptable to the Trustee and the Master
Servicer and
which
counsel may be counsel for the
Depositor or the Master
Servicer,
provided that any opinion of counsel (i)
referred to in the definition of
"Disqualified
Organization"
or (ii) relating to the
qualification of any REMIC
hereunder as a REMIC or compliance with the REMIC Provisions must,
unless
otherwise
specified,
be an opinion of
Independent counsel.
Optional
Termination
Date: Any Distribution
Date on or after which the Stated Principal
Balance (after
giving effect to
distributions to be made on such
Distribution
Date) of the Mortgage Loans is less than [10.00]%
of the Cut-off Date Balance.
Outstanding
Mortgage
Loan:
With respect to the Due Date in any Due Period,
a Mortgage Loan
(including
an REO Property) that was not the subject of a Principal
Prepayment in Full,
Cash
Liquidation or REO Disposition
and that was not
purchased,
deleted or
substituted
for prior to such Due Date pursuant to
Section 2.02,
2.03,
2.04 or 4.07.
Overcollateralization
Amount:
With
respect to any
Distribution
Date,
the excess,
if any, of (a) the
aggregate Stated
Principal
Balance of the Mortgage Loans before giving effect to distributions
of principal to be
made on such Distribution Date over (b) the aggregate Certificate
Principal Balance of the [Class A
Certificates,
Class M Certificates and Class B Certificates] immediately prior to
such date.
Overcollateralization Floor:
An amount equal to the product of [0.50]% and the Cut-off Date
Balance.
Overcollateralization
Increase Amount:
With respect to any
Distribution
Date, the lesser of (a) Excess
Cash Flow for that
Distribution
Date (to the extent not used to cover the amounts
described
in clauses
(b)(iv)
and (b)(v) of the definition of Principal
Distribution
Amount as of such Distribution Date) and (b) the excess of
(1) the
Required
Overcollateralization
Amount
for such
Distribution
Date over
(2) the
Overcollateralization
Amount for such Distribution Date.
Overcollateralization
Reduction
Amount:
With
respect
to any
Distribution
Date on which
the
Excess
Overcollateralization
Amount
is,
after
taking
into
account
all
other
distributions
to
be
made
on
such
Distribution
Date, greater than zero, the
Overcollateralization
Reduction Amount shall be equal to the lesser of
(i) the Excess
Overcollateralization
Amount for that Distribution
Date and (ii) the Principal
Remittance Amount
on such Distribution Date.
Ownership
Interest:
With
respect
to any
Certificate,
any
ownership
or
security
interest
in such
Certificate,
including any interest in such
Certificate
as the Holder
thereof and any other
interest
therein,
whether direct or indirect, legal or beneficial, as owner or as
pledgee.
Pass-Through
Rate:
[With
respect to each
Class of
Class A
Certificates,
Class M
Certificates
and
Class B
Certificates and any Distribution Date, the lesser of (i) a per
annum rate equal to LIBOR plus the related
Margin for such Distribution Date and (ii) the Net WAC Cap Rate for
such Distribution Date.]
[With
respect to the
Class SB
Certificates
or the REMIC II Regular
Interest
SB-IO and any Distribution
Date,
a per annum rate equal to the
percentage
equivalent
of a fraction,
the
numerator of which is the sum of
the amounts
calculated pursuant to clauses (i) through (iii) below,
and the
denominator of which is the aggregate
principal
balance of the REMIC I Regular
Interests.
For purposes of calculating the
Pass-Through
Rate for the
Class SB
Certificates or the REMIC II Regular Interest SB-IO, the numerator
is equal to the sum of the following components:
(i)
the
Uncertificated
Pass-Through
Rate for
REMIC I
Regular
Interest
LT1
minus
the
related Marker Rate, applied to a notional amount equal to the
Uncertificated
Principal Balance of REMIC
I Regular Interest LT1;
(ii)
the
Uncertificated
Pass-Through
Rate for
REMIC I
Regular
Interest
LT2
minus
the
related Marker Rate, applied to a notional amount equal to the
Uncertificated
Principal Balance of REMIC
I Regular Interest LT2; and
(iii)
the
Uncertificated
Pass-Through
Rate for REMIC I Regular Interest LT4 minus twice the
related Marker Rate, applied to a notional amount equal to the
Uncertificated
Principal Balance of REMIC
I Regular Interest LT4.]
Paying Agent:
[_________________] or any successor Paying Agent appointed by the
Trustee.
Percentage
Interest:
With
respect
to
any
[Class A
Certificate,
Class M
Certificate
or
Class B
Certificate],
the undivided
percentage
ownership
interest in the related Class
evidenced by such
Certificate,
which percentage
ownership
interest shall be equal to the Initial
Certificate
Principal Balance thereof divided
by the
aggregate
Initial
Certificate
Principal
Balance
of all of the
Certificates
of the
same
Class.
The
Percentage
Interest with respect to a [Class SB
Certificate or Class R
Certificate]
shall be stated on the face
thereof.
Periodic Cap: With respect to each
adjustable-rate
Mortgage
Loan, the periodic rate cap that limits the
increase or the decrease of the related
Mortgage Rate on any Adjustment
Date pursuant to the terms of the related
Mortgage Note.
Permanent
Regulation S Global Offered
Certificate:
Any one of the Class [B] Certificates
substantially
in the form of Exhibit C-3 hereto or any one of the Class [SB]
Certificates
substantially
in the form of Exhibit
D-3 hereto, and, in both cases, more fully described in Section
5.02(e) hereof.
Permitted Investments:
One or more of the following:
(i)
obligations
of or
guaranteed as to principal and interest by the United States or any
agency or
instrumentality
thereof
when such
obligations
are
backed by the full faith and credit of the
United States;
(ii)
repurchase
agreements
on
obligations
specified in clause (i) maturing not more than one month
from the date of
acquisition
thereof,
provided
that the
unsecured
obligations
of the party
agreeing
to
repurchase
such
obligations
are at the time rated by each
Rating
Agency in its
highest short-term rating available;
(iii)
federal funds,
certificates of deposit,
demand deposits, time deposits and bankers' acceptances
(which
shall
each
have an
original
maturity
of not more
than 90 days
and,
in the case of
bankers'
acceptances,
shall in no event have an
original
maturity
of more than 365 days or a
remaining
maturity
of more than 30 days)
denominated
in
United
States
dollars
of any U.S.
depository
institution or trust company
incorporated under the laws of the United States or any
state thereof or of any domestic
branch of a foreign
depository
institution
or trust company;
provided that the debt
obligations of such
depository
institution or trust company at the date
of
acquisition
thereof have been rated by each Rating Agency in its highest
short-term
rating
available;
and, provided further that, if the original
maturity of such short-term
obligations
of a domestic branch of a foreign
depository
institution or trust company shall exceed 30 days,
the
short-term
rating of such
institution
shall be A-1+ in the case of
Standard
& Poor's if
Standard & Poor's is a Rating Agency;
(iv)
commercial paper and demand notes (having
original
maturities of not more than 365 days) of any
corporation
incorporated
under the laws of the United
States or any state thereof which on the
date of
acquisition
has been rated by each
Rating
Agency in its
highest
short
term
rating
available;
provided that such commercial paper and demand notes shall have a
remaining
maturity
of not more than 30 days;
(v)
a money
market fund or a qualified
investment
fund rated by each Rating
Agency in its highest
long-term rating available (which may be managed by the Trustee or
one of its Affiliates); and
(vi)
other
obligations
or
securities
that are
acceptable
to each
Rating
Agency as a
Permitted
Investment
hereunder
and will not reduce the rating
assigned to any Class of
Certificates
by
such Rating
Agency
below the lower of the
then-current
rating or the rating
assigned to such
Certificates as of the Closing Date by such Rating Agency, as
evidenced in writing;
provided,
however,
that no instrument shall be a Permitted
Investment if it represents,
either (1) the right to
receive only interest
payments
with respect to the
underlying
debt
instrument or (2) the right to receive both
principal
and interest
payments
derived from
obligations
underlying
such
instrument
and the
principal
and
interest
payments with respect to such
instrument
provide a yield to maturity
greater than 120% of the yield to
maturity at par of such
underlying
obligations.
References
herein to the highest rating
available on unsecured
long-term
debt shall mean AAA in the case of Standard & Poor's and Fitch
and Aaa in the case of
Moody's,
and for
purposes of this Agreement,
any references
herein to the highest rating
available on unsecured
commercial paper
and short-term debt
obligations
shall mean the following:
A-1 in the case of Standard & Poor's,
P-1 in the case
of Moody's and F-1 in the case of Fitch;
provided,
however,
that any Permitted
Investment
that is a short-term
debt
obligation
rated A-1 by Standard & Poor's must satisfy the following
additional
conditions:
(i) the total
amount of debt from A-1 issuers
must be limited to the
investment
of monthly
principal
and
interest
payments
(assuming fully amortizing
collateral);
(ii) the total amount of A-1 investments must not represent more
than 20%
of the aggregate
outstanding
Certificate
Principal
Balance of the
Certificates
and each
investment
must not
mature beyond 30 days;
(iii) the terms of the debt must have a predetermined
fixed dollar amount of principal due
at maturity that cannot vary; and (iv) if the
investments
may be liquidated
prior to their maturity or are being
relied on to meet a certain
yield,
interest
must be tied to a single
interest
rate index
plus a single
fixed
spread (if any) and must move
proportionately
with that index.
Any Permitted
Investment
may be purchased by or
through the Trustee or its Affiliates.
Permitted
Transferee:
Any Transferee of a Class R
Certificate,
other than a Disqualified
Organization
or Non-United States Person.
Person:
Any
individual,
corporation,
limited
liability
company,
partnership,
joint
venture,
association,
joint-stock
company,
trust,
unincorporated
organization
or government or any agency or political
subdivision thereof.
Prepayment Assumption:
[With respect to the [Class A,
Class M and Class B] Certificates,
the prepayment
assumption to be used for
determining
the accrual of original issue
discount and premium and market
discount on
such
Certificates
for federal
income tax
purposes,
which (a) with respect to the
fixed-rate
Mortgage
Loans,
assumes a constant
prepayment rate of one-tenth of 23% per annum of the then
outstanding
Stated Principal Balance
of the
fixed-rate
Mortgage
Loans in the
first
month
of the
life of such
Mortgage
Loans
and an
additional
one-tenth of 23% per annum in each month
thereafter until the tenth month, and beginning in the tenth month
and in
each month
thereafter
during the life of the fixed-rate
Mortgage
Loans, a constant
prepayment
rate of 23% per
annum each month
("23% HEP") and (b) with
respect to the
adjustable-rate
Mortgage
Loans
assumes a
prepayment
assumption of 2% of the constant
prepayment
rate in month one,
increasing by
approximately
2.545% from month 2
until
month 12,
a constant
prepayment
rate of 30% from month 12 to month 22, a constant
prepayment rate of 50%
from month 23 to month 27, and a constant
prepayment rate of 35%
thereafter,
used for determining the accrual of
original
issue
discount and premium and market
discount on the
Class A,
Class M and Class B
Certificates
for
federal income tax purposes.
The constant
prepayment
rate assumes that the stated
percentage of the outstanding
Stated Principal Balance of the adjustable-rate Mortgage Loans is
prepaid over the course of a year.]
Prepayment
Interest
Shortfall:
With respect to any Distribution
Date and any Mortgage Loan (other than
a Mortgage
Loan
relating to an REO
Property)
that was the subject of (a) a Principal
Prepayment in Full during
the related
Prepayment
Period,
an amount equal to the excess of one month's interest at the
related Net Mortgage
Rate (or Modified Net Mortgage Rate in the case of a Modified
Mortgage
Loan) on the Stated
Principal
Balance of
such
Mortgage
Loan over the amount of interest
(adjusted
to the
related Net
Mortgage
Rate (or
Modified
Net
Mortgage Rate in the case of a Modified
Mortgage
Loan)) paid by the Mortgagor for such
Prepayment
Period to the
date of such Principal
Prepayment in Full or (b) a Curtailment
during the prior calendar
month,
an amount equal
to one month's
interest at the related Net Mortgage
Rate (or Modified Net Mortgage Rate in the case of a Modified
Mortgage Loan) on the amount of such Curtailment.
Prepayment
Period:
With respect to any
Distribution
Date,
the calendar
month
preceding the month of
distribution.
Primary
Insurance Policy:
Each primary policy of mortgage
guaranty
insurance as indicated by a numeric
code on the Mortgage Loan Schedule with the exception of code
"A23," "A34" or "A96" under the column "MI CO CODE."
Principal
Distribution
Amount:
With respect to any
Distribution
Date, the lesser of (a) the excess of
(x) the Available Distribution Amount over (y) the Interest
Distribution Amount, and (b) the sum of:
(i)
the principal
portion of each Monthly Payment
received or Advanced with respect to the related Due
Period on each Outstanding Mortgage Loan;
(ii)
the Stated Principal Balance of any Mortgage Loan repurchased
during the related
Prepayment Period
(or
deemed
to
have
been
so
repurchased
in
accordance
with
Section 3.07(b))
pursuant
to
Section 2.02,
2.03, 2.04 or 4.07 and the amount of any shortfall deposited in the
Custodial Account
in connection
with the
substitution
of a Deleted
Mortgage Loan pursuant to
Section 2.03 or 2.04
during the related Prepayment Period;
(iii) the principal portion of all other unscheduled
collections,
other than Subsequent
Recoveries,
on
the Mortgage Loans (including,
without
limitation,
Principal
Prepayments in Full,
Curtailments,
Insurance
Proceeds,
Liquidation
Proceeds and REO Proceeds) received during the related Prepayment
Period
(or
deemed to have been so
received)
to the extent
applied
by the
Master
Servicer
as
recoveries of principal of the Mortgage Loans pursuant to Section
3.14;
(iv)
the
lesser
of (1) the
Subsequent
Recoveries
for such
Distribution
Date and (2) the
principal
portion of any Realized Losses allocated to any Class of
Certificates on a prior
Distribution
Date
and remaining unpaid;
(v)
the lesser of (1) the Excess Cash Flow for such
Distribution
Date (to the extent not used pursuant
to clause (iv) of this definition on such
Distribution
Date) and (2) the principal
portion of any
Realized
Losses
incurred (or deemed to have been
incurred) on any Mortgage
Loans in the calendar
month preceding such Distribution Date; and
(vi)
the lesser of (1) the Excess Cash Flow for that
Distribution
Date (to the extent not used pursuant
to
clauses
(iv)
and
(v)
of
this
definition
on
such
Distribution
Date)
and
(2)
the
Overcollateralization Increase Amount for such Distribution Date;
minus
(vii) (A) the amount of any
Overcollateralization
Reduction
Amount for such
Distribution
Date and (B)
the amount of any Capitalization Reimbursement Amount for such
Distribution Date.
Principal
Prepayment:
Any
payment of
principal
or other
recovery
on a Mortgage
Loan,
including
a
recovery that takes the form of
Liquidation
Proceeds or Insurance
Proceeds,
which is received in advance of its
scheduled
Due Date and is not
accompanied
by an amount as to interest
representing
scheduled
interest on such
payment due on any date or dates in any month or months subsequent
to the month of prepayment.
Principal
Prepayment
in Full:
Any
Principal
Prepayment
made by a Mortgagor
of the entire
principal
balance of a Mortgage Loan.
Principal
Remittance
Amount:
With respect to any
Distribution
Date, all amounts
described in clauses
(b)(i) through (iii) of the definition of Principal Distribution
Amount for that Distribution Date.
[Private Offered Certificates: The Class B Certificates and the
Class SB Certificates, collectively.]
Program Guide:
The AlterNet
Seller Guide as incorporated
into the Residential
Funding Seller Guide for
mortgage
collateral sellers that participate in Residential
Funding's AlterNet Mortgage Program,
and Residential
Funding's
Servicing
Guide and any other
subservicing
arrangements
which
Residential
Funding has
arranged to
accommodate the servicing of the Mortgage Loans and in each case
all supplements and amendments
thereto
published
by Residential Funding.
Purchase
Price:
With
respect
to any
Mortgage
Loan
(or REO
Property)
required
to be or
otherwise
purchased on any date pursuant to
Section 2.02,
2.03, 2.04 or 4.07, an amount equal to the sum of (i) 100% of the
Stated Principal
Balance thereof plus the principal portion of any related
unreimbursed
Advances and (ii) unpaid
accrued
interest
at either
(a) the
Adjusted
Mortgage
Rate (or
Modified
Net
Mortgage
Rate in the case of a
Modified
Mortgage Loan) plus the rate per annum at which the Servicing Fee
is calculated,
or (b) in the case of a
purchase
made by the Master
Servicer,
at the Net Mortgage
Rate (or Modified Net Mortgage
Rate in the case of a
Modified
Mortgage
Loan),
in each case on the
Stated
Principal
Balance
thereof
to the first day of the month
following the month of purchase from the Due Date to which interest
was last paid by the Mortgagor.
Qualified
Substitute
Mortgage Loan: A Mortgage Loan substituted by Residential
Funding or the Depositor
for a
Deleted
Mortgage
Loan
which
must,
on the
date of
such
substitution,
as
confirmed
in an
Officers'
Certificate delivered to the Trustee, (i) have an outstanding
principal balance,
after deduction of the principal
portion of the monthly
payment due in the month of
substitution
(or in the case of a
substitution
of more than
one Mortgage Loan for a Deleted Mortgage Loan, an aggregate
outstanding
principal balance,
after such deduction),
not in excess of the Stated
Principal
Balance of the Deleted
Mortgage
Loan (the amount of any
shortfall
to be
deposited by Residential
Funding,
in the Custodial
Account in the month of
substitution);
(ii) have a Mortgage
Rate and a Net Mortgage
Rate no lower than and not more than 1% per annum
higher than the
Mortgage
Rate and Net
Mortgage
Rate,
respectively,
of the
Deleted
Mortgage
Loan
as of
the
date
of
substitution;
(iii)
have a
Loan-to-Value
Ratio at the time of
substitution
no higher than that of the Deleted
Mortgage Loan at the time of
substitution;
(iv) have a remaining
term to stated
maturity
not
greater
than (and not more than one year less
than) that of the Deleted
Mortgage
Loan; (v) comply with each
representation
and warranty set forth in Sections
2.03 and 2.04 hereof and Section 4 of the Assignment
Agreement (other than the
representations and warranties set
forth therein with respect to the number of loans
(including the related
percentage) in excess of zero which meet
or do not
meet a
specified
criteria);
(vi)
not be 30 days or more
Delinquent;
(vii)
not be
subject
to the
requirements of HOEPA (as defined in the Assignment
Agreement);
(viii) have a policy of title
insurance,
in the
form and amount that is in material
compliance
with the Program
Guide,
that was
effective as of the closing of
such Mortgage
Loan, is valid and binding,
and remains in full force and effect,
unless the Mortgage
Property is
located in the State of Iowa where an attorney's
certificate
has been provided as described in the Program Guide;
(ix) if the Deleted Loan is not a Balloon Loan,
not be a Balloon Loan;
(x) with respect to adjustable rate Mortgage
Loans, have a Mortgage Rate that adjusts with the same
frequency
and based upon the same Index as that of the Deleted
Mortgage
Loan;
(xi) with respect to adjustable rate Mortgage Loans have a Note
Margin not less than that of the
Deleted
Mortgage
Loan;
(xii)
have a
Periodic
Rate Cap that is equal to that of the Deleted Mortgage Loan; (xiii)
with respect to adjustable rate Mortgage Loans, have a next
Adjustment Date no later than that of the Deleted Mortgage
Loan; and (xiv) be secured by a lien with the same lien priority as
the Deleted Loan.
Rating
Agency:
[Each of Standard & Poor's and
Moody's].
If any agency or a
successor
is no longer in
existence,
"Rating Agency" shall be such statistical credit rating agency, or
other comparable Person,
designated
by the Depositor, notice of which designation shall be given to the
Trustee and the Master Servicer.
Realized
Loss:
With respect to each Mortgage Loan (or REO
Property) as to which a Cash
Liquidation
or
REO
Disposition
has
occurred,
an amount (not less than zero) equal to (i) the Stated
Principal
Balance of the
Mortgage
Loan (or REO Property) as of the date of Cash
Liquidation
or REO
Disposition,
plus (ii) interest (and
REO Imputed
Interest,
if any) at the Net
Mortgage
Rate from the Due Date as to which
interest was last paid or
advanced to
Certificateholders
up to the last day of the month in which the Cash Liquidation (or
REO Disposition)
occurred on the Stated
Principal
Balance of such
Mortgage
Loan (or REO
Property)
outstanding
during each Due
Period that such interest was not paid or advanced,
minus (iii) the proceeds,
if any,
received
during the month
in which such Cash
Liquidation (or REO Disposition)
occurred,
to the extent applied as recoveries of interest at
the Net Mortgage
Rate and to
principal
of the Mortgage
Loan,
net of the portion
thereof
reimbursable
to the
Master Servicer or any Subservicer
with respect to related
Advances,
Servicing
Advances or other expenses as to
which the
Master
Servicer
or
Subservicer
is
entitled
to
reimbursement
thereunder
but which
have not been
previously
reimbursed.
With respect to each Mortgage Loan which is the subject of a
Servicing
Modification,
(a)
(1) the amount by which the interest
portion of a Monthly
Payment or the principal
balance of such Mortgage Loan
was
reduced
or (2) the sum of any other
amounts
owing
under the
Mortgage
Loan
that were
forgiven
and that
constitute
Servicing
Advances that are
reimbursable
to the Master
Servicer or a Subservicer,
and (b) any such
amount with respect to a Monthly
Payment that was or would have been due in the month
immediately
following
the
month in which a Principal
Prepayment
or the
Purchase
Price of such
Mortgage
Loan is received or is deemed to
have been
received.
With
respect to each
Mortgage
Loan which has become the subject of a Deficient
Valuation,
the difference
between the principal balance of the Mortgage Loan outstanding
immediately prior to such Deficient
Valuation and the principal
balance of the Mortgage
Loan as reduced by the Deficient
Valuation.
With respect to
each
Mortgage
Loan
which has
become the object of a Debt
Service
Reduction,
the amount of such Debt
Service
Reduction.
Notwithstanding
the above,
neither a Deficient Valuation nor a Debt Service Reduction shall be
deemed
a Realized
Loss
hereunder
so long as the Master
Servicer
has
notified
the Trustee in writing that the Master
Servicer is diligently
pursuing any remedies that may exist in connection with the
representations and warranties
made
regarding the related
Mortgage
Loan and either (A) the related
Mortgage Loan is not in default with regard
to payments due
thereunder or (B) delinquent
payments of principal and interest
under the related
Mortgage Loan
and any premiums on any applicable
primary hazard
insurance
policy and any related escrow payments in respect of
such Mortgage Loan are being advanced on a current basis by the
Master
Servicer or a
Subservicer,
in either case
without giving effect to any Debt Service Reduction.
[Realized Losses allocated to the Class SB
Certificates
shall be allocated first to the REMIC II Regular
Interest
SB-IO in
reduction of the accrued but unpaid
interest
thereon
until such accrued and unpaid
interest
shall have been
reduced to zero and then to the REMIC II
Regular
Interest
SB-PO in
reduction of the
Principal
Balance thereof.]
To the extent the Master Servicer
receives
Subsequent
Recoveries with respect to any Mortgage Loan, the
amount of the Realized Loss with respect to that Mortgage
Loan will be reduced to the extent such
recoveries
are
applied to reduce the Certificate Principal Balance of any Class of
Certificates on any Distribution Date.
Record
Date:
With
respect
to each
Distribution
Date and the LIBOR
Certificates,
the
Business
Day
immediately
preceding such Distribution
Date. With respect to each Distribution Date and the Certificates
(other
than the LIBOR
Certificates),
the close of
business on the last
Business
Day of the month next
preceding
the
month in which the related
Distribution
Date
occurs,
except in the case of the first Record Date which shall be
the Closing Date.
Reference Bank Rate:
As defined in Section 1.02.
Regular
Certificates:
The
[Class A
Certificates,
Class M
Certificates,
Class B
Certificates
and
Class SB] Certificates.
Regulation
AB:
Subpart
229.1100
--
Asset
Backed
Securities
(Regulation
AB),
17
C.F.R.
§§229.1100-229.1123,
as such may be amended
from time to time,
and subject to such
clarification
and
interpretation as have been provided by the Commission in the
adopting release (Asset-Backed Securities, Securities
Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (January 7,
2005)) or by the staff of the Commission,
or as may
be provided by the Commission or its staff from time to time.
Regulation S Global
Offered
Certificate:
Any
Temporary
Regulation
S Global
Offered
Certificate
or
Permanent Regulation S Global Offered Certificate.
Relief Act: The
Servicemembers
Civil Relief Act,
formerly
known as the
Soldiers'
and Sailors'
Civil
Relief Act of 1940.
Relief
Act
Shortfalls:
Interest
shortfalls
on the
Mortgage
Loans
resulting
from the Relief Act or
similar legislation or regulations.
REMIC:
A "real estate
mortgage
investment
conduit"
within the meaning of Section 860D of the Code. As
used herein, the term "REMIC" shall mean REMIC I or REMIC II.
REMIC Administrator:
Residential Funding Corporation.
If Residential Funding Corporation is found by a court
of competent jurisdiction to no longer be able to fulfill its
obligations as REMIC Administrator under this Agreement
the Master Servicer or Trustee acting as successor Master Servicer
shall appoint a successor REMIC Administrator,
subject to assumption of the REMIC Administrator obligations under
this Agreement.
[REMIC I:
The
segregated
pool of assets
subject
hereto,
constituting
a portion of the primary trust
created hereby and to be
administered
hereunder,
exclusive of the Hedge
Agreement,
which are not assets of any
REMIC, with respect to which a separate REMIC election is to be
made, consisting of:
(i)
the Mortgage Loans and the related Mortgage Files;
(ii)
all payments on and
collections
in respect of the Mortgage Loans due after the Cut-off
Date
(other than
Monthly
Payments
due in the month of the Cut-off
Date) as shall be on deposit in the
Custodial Account or in the Certificate Account and identified as
belonging to the Trust Fund;
(iii)
property
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
pertaining
to
the
Mortgage Loans, if any; and
(v)
all proceeds of clauses (i) through (iv) above.]
[REMIC
I Distribution
Amount:
For any
Distribution
Date, the Available
Distribution
Amount shall be
distributed to the REMIC I Regular Interests and the Class R-I
Certificates in the following amounts and priority:
(i)
to the extent of the Available
Distribution
Amount, to REMIC II as the holder of REMIC
I Regular
Interests
LT1,
LT2, LT3 and LT4,
pro rata,
in an amount
equal to (A) their
Uncertificated
Accrued
Interest
for such
Distribution
Date,
plus (B) any amounts in respect
thereof
remaining
unpaid from
previous
Distribution Dates; and
(ii)
to the extent of the Available
Distribution
Amount
remaining after the
distributions
made pursuant to clause (i) above, to REMIC II as the holder of the
REMIC I Regular
Interests,
in an amount equal
to:
(A)
in respect of the REMIC I Regular
Interests LT2, LT3 and LT4, their respective
Principal Distribution Amounts;
(B)
in
respect
of the
REMIC I
Regular
Interest
LT1 any
remainder
until
the
Uncertificated Principal Balance thereof is reduced to zero;
(C)
any
remainder
in respect of the REMIC I Regular
Interests
LT2, LT3 and LT4,
pro rata according to their respective
Uncertificated
Principal
Balances as reduced by the distributions
deemed
made pursuant to (A) above, until their respective Uncertificated
Principal Balances are reduced to zero; and
(iii)
any remaining amounts to the Holders of the Class R-I
Certificates.]
[REMIC I
Principal
Reduction
Amounts:
For any
Distribution
Date,
the amounts by which the principal
balances
of the
REMIC I
Regular
Interests
LT1,
LT2,
LT3
and
LT4,
respectively,
will be
reduced
on such
Distribution Date by the allocation of Realized Losses and the
distribution of principal, determined as follows:
For purposes of the succeeding formulas the following symbols shall
have the meanings set forth below:
Y 1 =
the aggregate principal balance of the REMIC I Regular Interest LT1
after distributions on the prior Distribution Date.
Y 2 =
the principal balance of the REMIC I Regular Interest LT2 after
distributions on the prior Distribution Date.
Y 3 =
the principal balance of the REMIC I Regular Interest LT3 after
distributions on the prior Distribution Date.
Y 4 =
the principal balance of the REMIC I Regular Interest LT4 after
distributions on the prior Distribution Date (note: Y 3
= Y 4 ).
[]Y 1 =
the REMIC I Regular Interest LT1 Principal Reduction Amount.
[]Y 2 =
the REMIC I Regular Interest LT2 Principal Reduction Amount.
[]Y 3 =
the REMIC I Regular Interest LT3 Principal Reduction Amount.
[]Y 4 =
the REMIC I Regular Interest LT4 Principal Reduction Amount.
P 0 =
the aggregate principal balance of the REMIC I Regular Interests
LT1, LT2, LT3 and LT4 after distributions and the allocation of
Realized Losses on the prior Distribution Date.
P 1 =
the aggregate principal balance of the REMIC I Regular Interests
LT1, LT2, LT3 and LT4 after distributions and the allocation of
Realized Losses to be made on such Distribution Date.
[]P = P
0 - P 1 = the aggregate of the REMIC I
Regular Interests LT1, LT2, LT3 and LT4 Principal Reduction
Amounts.
= the aggregate of
the principal portions of Realized Losses to be allocated to, and
the principal distributions to be made on, the Certificates on such
Distribution Date (including distributions of accrued and unpaid
interest on the Class SB Certificates for prior Distribution
Dates).
R 0 =
the Net WAC Cap Rate (stated as a monthly rate) after giving effect
to amounts distributed and Realized Losses allocated on the prior
Distribution Date.
R 1 =
the Net WAC Cap Rate (stated as a monthly rate) after giving effect
to amounts to be distributed and Realized Losses to be allocated on
such Distribution Date.
[] = (Y
2 + Y 3 )/P 0 . The initial value
of [] on the Closing Date for use on the first Distribution Date
shall be 0.0001.
[] 0 =
the lesser of (A) the sum for all Classes of Certificates, other
than the Class SB Certificates, of the product for each Class of
(i) the monthly interest rate (as limited by the REMIC Net WAC
Rate, if applicable) for such Class applicable for distributions to
be made on such Distribution Date and (ii) the aggregate
Certificate Principal Balance for such Class after distributions
and the allocation of Realized Losses on the prior Distribution
Date and (B) R 0 *P 0 .
[] 1 =
the lesser of (A) the sum for all Classes of Certificates, other
than the Class SB Certificates, of the product for each Class of
(i) the monthly interest rate (as limited by the REMIC Net WAC Cap
Rate, if applicable) for such Class applicable for distributions to
be made on the next succeeding Distribution Date and (ii) the
aggregate Certificate Principal Balance for such Class after
distributions and the allocation of Realized Losses to be made on
such Distribution Date and (B) R 1 *P 1 .
Then, based on the foregoing
definitions:
[]Y 1 =
[]P - []Y 2 - []Y 3 - []Y 4 ;
[]Y 2 =
([]/2){( [] 0 R 1 - [] 1 R
0 )/R 0 R 1 };
[]Y 3 =
[]P - []Y 2 ; and
[]Y 4 =
[]Y 3 .
if both []Y 2 and []Y
3 , as so determined, are non-negative numbers.
Otherwise:
(1) If []Y
2 , as so determined, is negative, then
[]Y 2 =
0;
[]Y 3 =
[]{[] 1 R 0 P 0 - [] 0
R 1 P 1 }/{[] 1 R 0
};
[]Y 4 =
[]Y 3 ; and
[]Y 1 =
[]P - []Y 2 - []Y 3 - []Y 4 .
(2) If []Y
3 , as so determined, is negative, then
[]Y 3 =
0;
[]Y 2 =
[]{[] 1 R 0 P 0 - [] 0
R 1 P 1 }/{2R 1 R 0 P
1 - [] 1 R 0 };
[]Y 4 =
[]Y 3 ; and
[]Y 1 =
[]P - []Y 2 - []Y 3 - []Y 4 .]
[REMIC I
Realized
Losses:
Realized
Losses on the
Mortgage
Loans
shall be
allocated
to the REMIC I
Regular
Interests as follows:
The interest
portion of Realized
Losses on the Mortgage
Loans,
if any, shall be
allocated
among the REMIC I Regular
Interests
LT1,
LT2 and LT4 pro rata
according
to the
amount of
interest
accrued but unpaid thereon,
in reduction
thereof.
Any interest
portion of such Realized Losses in excess of the
amount
allocated
pursuant to the preceding
sentence shall be treated as a principal
portion of Realized
Losses
not attributable to any specific Mortgage Loan and allocated
pursuant to the succeeding
sentences.
The principal
portion of
Realized
Losses on the
Mortgage
Loans,
if any,
shall be
allocated
first,
to the REMIC I Regular
Interests
LT2,
LT3 and LT4 pro rata
according
to their
respective
Principal
Reduction
Amounts to the extent
thereof in reduction of the
Uncertificated
Principal Balance of such REMIC I Regular
Interests and, second,
the
remainder,
if any, of such
principal
portion of such
Realized
Losses shall be allocated to the REMIC I Regular
Interest LT1 in reduction of the Uncertificated Principal Balance
thereof.]
[REMIC I
Regular
Interests:
REMIC I
Regular
Interest LT1,
REMIC II
Regular
Interest LT2,
REMIC II
Regular Interest LT3 and REMIC II Regular Interest LT4.]
[REMIC I Regular
Interest LT1: A regular
interest in REMIC I that is held as an asset of REMIC II,
that
has an initial
principal balance equal to the related
Uncertificated
Principal
Balance,
that bears interest at
the related Uncertificated REMIC I Pass-Through Rate, and that has
such other terms as are described herein.]
[REMIC I Regular Interest LT1 Principal
Distribution
Amount:
For any Distribution
Date, the excess, if
any, of the REMIC I Regular Interest LT1 Principal
Reduction Amount for such
Distribution
Date over the Realized
Losses allocated to the REMIC I Regular Interest LT1 on such
Distribution Date.]
[REMIC I Regular
Interest LT2: A regular
interest in REMIC I that is held as an asset of REMIC II,
that
has an initial
principal balance equal to the related
Uncertificated
Principal
Balance,
that bears interest at
the related Uncertificated REMIC I Pass-Through Rate, and that has
such other terms as are described herein.]
[REMIC I Regular Interest LT2 Principal
Distribution
Amount:
For any Distribution
Date, the excess, if
any, of the REMIC I Regular Interest LT2 Principal
Reduction Amount for such
Distribution
Date over the Realized
Losses allocated to the REMIC I Regular Interest LT2 on such
Distribution Date.]
[REMIC I Regular
Interest LT3: A regular interest in REMIC II that is held as an
asset of REMIC II,
that
has an initial
principal balance equal to the related
Uncertificated
Principal
Balance,
that bears interest at
the related Uncertificated REMIC I Pass-Through Rate, and that has
such other terms as are described herein.]
[REMIC I Regular Interest LT3 Principal
Distribution
Amount:
For any Distribution
Date, the excess, if
any, of the REMIC I Regular Interest LT3 Principal
Reduction Amount for such
Distribution
Date over the Realized
Losses allocated to the REMIC I Regular Interest LT3 on such
Distribution Date.]
[REMIC I Regular
Interest LT4: A regular interest in REMIC II that is held as an
asset of REMIC II,
that
has an initial
principal balance equal to the related
Uncertificated
Principal
Balance,
that bears interest at
the related Uncertificated REMIC I Pass-Through Rate, and that has
such other terms as are described herein.]
[REMIC I Regular Interest LT4 Principal
Distribution
Amount:
For any Distribution
Date, the excess, if
any, of the REMIC I Regular Interest LT4 Principal
Reduction Amount for such
Distribution
Date over the Realized
Losses allocated to the REMIC I Regular Interest LT4 on such
Distribution Date.]
[REMIC II:
The
segregated
pool of assets
subject
hereto,
constituting a portion of the primary trust
created
hereby and to be
administered
hereunder,
with respect to which a separate REMIC election is to be made,
consisting of the REMIC I Regular Interests.]
[REMIC II Regular Interest SB-PO: A separate
non-certificated
beneficial
ownership interest in REMIC II
issued
hereunder and
designated as a REMIC II Regular
Interest.
REMIC II
Regular
Interest SB-PO shall have no
entitlement to interest,
and shall be entitled to distributions
of principal
subject to the terms and conditions
hereof,
in aggregate amount equal to the initial
Certificate
Principal
Balance of the Class SB
Certificates as
set forth in the Preliminary Statement hereto.]
[REMIC II Regular Interest SB-IO: A separate
non-certificated
beneficial
ownership interest in REMIC II
issued
hereunder and
designated as a REMIC II Regular
Interest.
REMIC II
Regular
Interest SB-IO shall have no
entitlement to principal,
and shall be entitled to
distributions
of interest subject to the terms and conditions
hereof,
in
aggregate
amount
equal to the
interest
distributable
with
respect to the
Class SB
Certificates
pursuant to the terms and conditions hereof.]
[REMIC II
Regular
Interests:
REMIC II
Regular
Interests
SB-IO and SB-PO,
together
with the regular
interests in REMIC II
represented
by the Class A
Certificates,
Class M
Certificates
and Class B
Certificates
exclusive of the rights of such
Certificates to payments of Basis Risk Shortfall
Amounts and to payments
derived
from the Hedge Agreement.]
REMIC
Administrator:
Residential Funding
Corporation.
If Residential Funding Corporation is found by a
court of competent
jurisdiction to no longer be able to fulfill its obligations as
REMIC
Administrator under this
Agreement the Master
Servicer or Trustee
acting as successor
Master
Servicer
shall
appoint a successor
REMIC
Administrator, subject to assumption of the REMIC Administrator
obligations under this Agreement.
[REMIC Interest
Amount:
For any
Distribution
Date and
each
Class of
Class A
Certificates,
Class M
Certificates
and Class B
Certificates,
the Accrued
Certificate
Interest for such Class
reduced by the portion
thereof
attributable to the excess,
if any, of the related
Pass-Through Rate for such Distribution Date over the
related REMIC Net WAC Cap Rate for such Distribution Date.]
[REMIC Net WAC Cap Rate:
For any
Distribution
Date,
a per annum
rate equal to the
product of (i) the
weighted
average of the Net Mortgage
Rates (or, if applicable,
the Modified Net Mortgage
Rates) on the Mortgage
Loans using the Net
Mortgage
Rates in effect for the
Monthly
Payments
due on such
Mortgage
Loans
during the
related
Due
Period,
weighted
on the
basis
of the
respective
Stated
Principal
Balances
thereof
for
such
Distribution
Date and (ii) a fraction
equal to 30 divided by the actual
number of days in the
related
Interest
Accrual Period.]
REMIC
Provisions:
Provisions of the federal income tax law relating to real estate
mortgage
investment
conduits,
which
appear at Sections
860A through
860G of
Subchapter
M of
Chapter 1
of the Code,
and related
provisions,
and temporary and final
regulations (or, to the extent not inconsistent
with such temporary or final
regulations,
proposed regulations) and published rulings,
notices and announcements
promulgated
thereunder,
as
the foregoing may be in effect from time to time.
REO
Acquisition:
The
acquisition by the Master Servicer on behalf of the Trustee for the
benefit of the
Certificateholders of any REO Property pursuant to Section 3.14.
REO
Disposition:
With respect to any REO Property,
a
determination
by the Master Servicer that it has
received
substantially
all
Insurance
Proceeds,
Liquidation
Proceeds,
REO
Proceeds
and other
payments
and
recoveries
(including
proceeds of a final sale) which the Master Servicer expects to be
finally
recoverable from
the sale or other disposition of the REO Property.
REO
Imputed
Interest:
With
respect
to any REO
Property,
for any
period,
an amount
equivalent
to
interest (at a rate equal to the Net Mortgage
Rate that would have been
applicable
to the related
Mortgage Loan
had it been
outstanding)
on the unpaid
principal
balance
of the
Mortgage
Loan as of the date of
acquisition
thereof for such period.
REO
Proceeds:
Proceeds,
net of expenses,
received in respect of any REO Property
(including,
without
limitation,
proceeds
from the rental of the
related
Mortgaged
Property)
which
proceeds
are
required
to be
deposited into the Custodial Account only upon the related REO
Disposition.
REO Property:
A Mortgaged
Property
acquired by the Master
Servicer on behalf of the Trust Fund for the
benefit
of the
Certificateholders
through
foreclosure
or
deed in lieu of
foreclosure
in
connection
with a
defaulted Mortgage Loan.
Reportable
Modified
Mortgage
Loan:
Any
Mortgage
Loan that (a) has been
subject to an interest
rate
reduction,
(b) has
been
subject
to a term
extension
or (c) has
had
amounts
owing
on
such
Mortgage
Loan
capitalized by adding such amount to the Stated Principal Balance
of such Mortgage Loan;
provided,
however,
that
a Mortgage
Loan modified in accordance
with (a) above for a temporary
period shall not be a Reportable
Modified
Mortgage Loan if such
Mortgage
Loan has not been
delinquent in payments of principal and interest for six months
since the date of such modification if that interest rate reduction
is not made permanent thereafter.
Repurchase Event:
As defined in the Assignment Agreement.
Request for Release:
A request for
release,
the form of which is attached as
Exhibit G
hereto,
or an
electronic request in a form acceptable to the Custodian.
Required
Insurance
Policy:
With respect to any Mortgage Loan, any insurance policy which is
required to
be maintained from time to time under this Agreement,
the Program Guide or the related
Subservicing
Agreement in
respect of such Mortgage Loan.
[Required
Overcollateralization
Amount:
With
respect
to
any
Distribution
Date,
(a)
prior
to the
Stepdown
Date, an amount equal to [___]% of the aggregate
Stated
Principal
Balance of the Mortgage
Loans as of
the Cut-off
Date,
(b) on or after the Stepdown
Date if a Trigger
Event is not in effect,
the greater of (i) an
amount equal to [____]% of the aggregate
outstanding
Stated Principal
Balance of the Mortgage Loans after giving
effect to
distributions
made on that
Distribution
Date and (ii) the
Overcollateralization
Floor and (c) on or
after the Stepdown
Date if a Trigger
Event is in effect,
an amount
equal to the Required
Overcollateralization
Amount
from the
immediately
preceding
Distribution
Date.
The
Required
Overcollateralization
Amount
may be
reduced so long as written
confirmation
is obtained from each Rating Agency that such reduction
shall not reduce
the
ratings
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.]
Residential Funding:
Residential Funding Corporation,
a Delaware corporation,
in its capacity as seller
of the Mortgage Loans to the Depositor and any successor thereto.
Responsible
Officer:
When
used
with
respect
to the
Trustee,
any
officer
of the
Corporate
Trust
Department of the Trustee,
including any Senior Vice President,
any Vice President, any Assistant Vice President,
any Assistant
Secretary,
any Trust Officer or Assistant
Trust Officer,
or any other officer of the Trustee,
in
each case, with direct responsibility for the administration of
this Agreement.
RFC Exemption:
As defined in Section 5.02(f)(ii).
Rule 144A:
Rule 144A under the Securities Act of 1933, as in effect from time
to time.
Rule 144A Global Offered Certificate:
Any one of the Class [B] Certificates
substantially in the form of
Exhibit C-1 hereto or any one of the Class SB Certificates
substantially
in the form of Exhibit D-1 hereto,
and,
in both cases, more fully described in Section 5.02(e) hereof.
Securitization
Transaction:
Any
transaction
involving
a sale or
other
transfer
of
mortgage
loans
directly or
indirectly
to an issuing in
connection
with an issuance of publicly
offered or
privately
placed,
rated or unrated mortgage-backed securities.
Seller:
With
respect
to any
Mortgage
Loan,
a Person,
including
any
Subservicer,
that
executed a
Seller's Agreement applicable to such Mortgage Loan.
Seller's
Agreement:
An agreement for the
origination
and sale of Mortgage Loans
generally in the form
of the seller
contract
referred to or contained in the Program Guide,
or in such other form as has been approved
by the Master Servicer and the Depositor.
Senior Enhancement Percentage:
[For any Distribution Date, the fraction,
expressed as a percentage,
the
numerator of which is the sum of (i) the aggregate
Certificate
Principal Balance of the [Class M Certificates and
Class B]
Certificates
and (ii) the
Overcollateralization
Amount,
in each case prior to the distribution of the
Principal
Distribution
Amount on such
Distribution
Date and the
denominator
of which is the aggregate
Stated
Principal
Balance of the
Mortgage
Loans after giving
effect to
distributions
to be made on that
Distribution
Date.]
Servicing Accounts:
The account or accounts created and maintained pursuant to Section
3.08.
Servicing Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in
connection with a default,
delinquency or other unanticipated event by the Master Servicer or
a Subservicer in the
performance
of its
servicing
obligations,
including,
but not
limited
to,
the cost of (i) the
preservation,
restoration and protection of a Mortgaged Property or, with respect
to a cooperative loan, the related
cooperative
apartment, (ii) any enforcement or judicial proceedings, including
foreclosures, including any expenses incurred in
relation to any such proceedings that result from the Mortgage Loan
being registered on the MERS® System, (iii)
the management and liquidation of any REO Property,
(iv) any mitigation procedures
implemented in accordance with
Section 3.07, and (v) compliance with the obligations under
Sections 3.01, 3.08, 3.11, 3.12(a) and 3.14, including,
if the Master Servicer or any Affiliate of the Master Servicer
provides
services such as appraisals and brokerage
services that are customarily provided by Persons other than
servicers of mortgage loans,
reasonable
compensation
for such services.
Servicing
Criteria:
The "servicing
criteria" set forth in Item 1122(d) of Regulation AB, as such may
be
amended from time to time.
Servicing Fee: With respect to any Mortgage Loan and
Distribution
Date,
the fee payable
monthly to the
Master Servicer in respect of master servicing
compensation
that accrues at an annual rate equal to the Servicing
Fee Rate
multiplied
by the Stated
Principal
Balance of such
Mortgage
Loan as of the
related
Due Date in the
related Due Period, as may be adjusted pursuant to Section 3.16(e).
Servicing
Fee Rate:
With respect to any Mortgage
Loan,
the per annum rate
designated
on the Mortgage
Loan
Schedule as the "MSTR SERV FEE," as may be adjusted
with respect to successor
Master
Servicers as provided
in Section 7.02, which rate shall never be greater than the
Mortgage Rate of such Mortgage Loan.
Servicing
Modification:
Any reduction of the interest rate on or the outstanding
principal balance of a
Mortgage
Loan,
any
extension
of the final
maturity
date of a Mortgage
Loan,
and any
increase to the Stated
Principal
Balance of a Mortgage Loan by adding to the Stated
Principal
Balance unpaid principal and interest and
other amounts owing under the Mortgage
Loan,
in each case pursuant to a
modification
of a Mortgage Loan that is
in default, or for which, in the judgment of the Master Servicer,
default is reasonably
foreseeable in accordance
with Section 3.07(a).
Servicing
Officer:
Any
officer
of
the
Master
Servicer
involved
in,
or
responsible
for,
the
administration
and
servicing
of the
Mortgage
Loans
whose
name and
specimen
signature
appear
on a list of
servicing
officers
furnished
to the Trustee by the Master
Servicer on the Closing
Date,
as such list may from
time to time be amended.
Sixty-Plus
Delinquency
Percentage:
With respect to any
Distribution
Date and the Mortgage Loans,
the
arithmetic
average,
for each of the three Distribution Dates ending with such
Distribution Date, of the fraction,
expressed as a percentage,
equal to (x) the aggregate Stated
Principal
Balance of the Mortgage Loans that are 60
or more days delinquent in payment of principal and interest for
that Distribution
Date,
including Mortgage Loans
in foreclosure and REO, over (y) the aggregate
Stated Principal
Balance of all of the Mortgage Loans
immediately
preceding that Distribution Date.
Standard & Poor's:
Standard & Poor's Ratings Services, a division of The
McGraw-Hill
Companies,
Inc. or
its successors in interest.
Startup Date:
The day designated as such pursuant to Article X hereof.
Stated Principal
Balance:
With respect to any Mortgage Loan or related REO Property,
as of any date of
determination, (i) the sum of (a) the Cut-off Date
Principal
Balance of the Mortgage Loan and (b) any amount by
which the Stated Principal
Balance of the Mortgage Loan has been
increased
pursuant to a Servicing
Modification,
minus (ii) the sum of (a) the
principal
portion of the Monthly
Payments due with respect to such
Mortgage Loan or
REO Property during
each Due Period
ending
with the Due
Period
relating
to the most
recent
Distribution
Date
which were received
or with
respect
to which an
Advance
was made,
(b) all
Principal
Prepayments
with
respect
to such Mortgage Loan or REO Property,
and all Insurance Proceeds,
Liquidation
Proceeds and REO Proceeds, to the
extent applied by the Master
Servicer as
recoveries of principal in accordance
with
Section 3.14
with respect to such
Mortgage
Loan or REO
Property,
in each case which were
distributed
pursuant to
Section 4.02
on any
previous
Distribution
Date,
and (c)
any
Realized
Loss
incurred
with
respect
to
such
Mortgage
Loan
allocated
to
Certificateholders with respect thereto for any previous
Distribution Date.
Stepdown
Date:
[That
Distribution
Date
which is the
earlier
to occur of (a) the
Distribution
Date
immediately
succeeding the Distribution Date on which the aggregate
Certificate
Principal Balance of the Class A
Certificates
has been
reduced to zero and (b) the later to occur of (i) the
Distribution
Date in
[____] 20[__]
and (ii) the first
Distribution
Date on which the
Senior
Enhancement
Percentage
is equal to or
greater
than
[___]%.]
Subordination:
The provisions described in Section 4.05 relating to the allocation
of Realized Losses.
Subordination
Percentage:
With respect to each Class of [Class A Certificates,
Class M Certificates and
Class B] Certificates, the respective percentage set forth below.
Class
Percentage
[___]
[___]%
Subsequent
Recoveries:
As of any Distribution
Date, amounts received by the Master Servicer (net of any
related
expenses
permitted
to be
reimbursed
pursuant to
Section 3.10)
or surplus
amounts held by the Master
Servicer to cover estimated expenses
(including,
but not limited to, recoveries in respect of the representations
and
warranties
made by the related
Seller
pursuant to the
applicable
Seller's
Agreement
and assigned to the
Trustee
pursuant
to
Section 2.04)
specifically
related
to a
Mortgage
Loan
that was the
subject
of a Cash
Liquidation or an REO Disposition prior to the related Prepayment
Period and that resulted in a Realized Loss.
Subserviced
Mortgage
Loan:
Any Mortgage
Loan that, at the time of reference
thereto,
is subject to a
Subservicing Agreement.
Subservicer:
Any Person with whom the Master
Servicer has entered into a Subservicing
Agreement and who
generally
satisfied
the
requirements
set
forth in the
Program
Guide in
respect
of the
qualification
of a
Subservicer as of the date of its approval as a Subservicer by the
Master Servicer.
Subservicer
Advance:
Any
delinquent
installment
of principal and interest on a Mortgage Loan which is
advanced by the related Subservicer (net of its Subservicing Fee)
pursuant to the Subservicing Agreement.
Subservicing Account:
An account established by a Subservicer in accordance with Section
3.08.
Subservicing
Agreement:
The written
contract
between the Master Servicer and any Subservicer
relating
to servicing and
administration
of certain Mortgage Loans as provided in
Section 3.02,
generally in the form of
the servicer
contract
referred to or contained in the Program Guide or in such other form
as has been approved by
the Master Servicer and the Depositor.
Subservicing
Fee: With respect to any Mortgage Loan, the fee payable
monthly to the related
Subservicer
(or, in the case of a
Nonsubserviced
Mortgage Loan, to the Master
Servicer) in respect of subservicing and other
compensation
that accrues with respect to each
Distribution Date at an annual rate designated as "SUBSERV FEE" on
the Mortgage Loan Schedule.
Tax
Returns:
The federal
income tax return on Internal
Revenue
Service
Form 1066,
U.S.
Real Estate
Mortgage
Investment
Conduit
Income
Tax
Return,
including
Schedule Q thereto,
Quarterly
Notice to
Residual
Interest Holders of REMIC Taxable Income or Net Loss
Allocation,
or any successor forms, to be filed on behalf of
any
REMIC hereunder
due to its
classification as a REMIC under the REMIC
Provisions,
together with any and all
other
information,
reports or returns
that may be required to be furnished
to the
Certificateholders
or filed
with the Internal Revenue Service or any other
governmental
taxing
authority under any applicable
provisions of
federal, state or local tax laws.
Telerate Screen Page 3750:
As defined in Section 1.02.
Temporary
Regulation S Global Offered
Certificate:
Any one of the Class [B] Certificates
substantially
in the form of Exhibit
C-2
hereto or any one of the Class SB
Certificates
substantially
in the form of Exhibit
D-2 hereto, and, in both cases, more fully described in Section
5.02(e) hereof.
Transaction Party: As defined in Section 12.02(a).
Transfer:
Any direct or indirect
transfer,
sale,
pledge,
hypothecation or other form of assignment of
any Ownership Interest in a Certificate.
Transfer Affidavit and Agreement: As defined in Section 5.02(f).
Transferee:
Any Person who is acquiring by Transfer any Ownership Interest in a
Certificate.
Transferor:
Any Person who is disposing by Transfer of any Ownership Interest
in a Certificate.
Trigger
Event:
[A
Trigger
Event is in effect
with
respect to any
Distribution
Date on or after the
Stepdown Date if either (a) the product of 3.10 and the Sixty-Plus
Delinquency
Percentage,
as determined on that
Distribution
Date,
equals or exceeds the Senior
Enhancement
Percentage for that
Distribution Date or (b) on or
after the
Distribution
Date in
[___] 20[__],
the aggregate amount of Realized Losses on the Mortgage Loans as a
percentage of the Cut-Off Date Balance exceeds the applicable
amount set forth below:
[___] 20[__] to [___] 20[__]:
[___]% with respect to
[___] 20[__],
plus an additional
1/12th of [___]% for each month thereafter.
[___] 20[__] to [___] 20[__]:
[___]% with respect to
[___] 20[__],
plus an additional
1/12th of [___]% for each month thereafter.
[___] 20[__] to [___] 20[__]:
[___]% with respect to
[___] 20[__],
plus an additional
1/12th of [___]% for each month thereafter.
[___] 20[__] to [___] 20[__]:
[___]% with respect to
[___] 20[__],
plus an additional
1/12th of [___]% for each month thereafter.
[___] 20[__] and thereafter:
[___]%.]
Trustee:
As defined in the preamble hereto.
Trustee Information:
As specified in Section 12.05(a)(i)(A).
Trust Fund:
The
segregated
pool of assets
subject
hereto,
consisting
of: (i) the Mortgage Loans and
the related
Mortgage
Files;
(ii) all payments on and
collections in respect of the Mortgage Loans due after the
Cut-off
Date
(other than
Monthly
Payments
due in the month of the Cut-off
Date) as shall be on deposit in the
Custodial
Account or in the
Certificate
Account and
identified
as belonging to the Trust Fund;
(iii) property
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
pertaining to the Mortgage Loans, if any; and (v) all proceeds of
clauses (i) through (iv) above.
[Uncertificated
Accrued
Interest:
With
respect to any REMIC I Regular
Interest
for any
Distribution
Date, one month's interest at the related
Uncertificated
REMIC I Pass-Through
Rate for such
Distribution
Date,
accrued on its
Uncertificated
Principal
Balance
immediately
prior to such
Distribution
Date.
Uncertificated
Accrued
Interest
for the REMIC I Regular
Interests
shall accrue on the basis of a 360-day
year
consisting
of
twelve 30-day months.
For purposes of calculating the amount of
Uncertificated
Accrued
Interest for the REMIC I
Regular Interests for any Distribution Date, any Prepayment
Interest
Shortfalls and Relief Act Shortfalls (to the
extent not covered by
Compensating
Interest)
relating to the Mortgage Loans for any
Distribution
Date shall be
allocated
among
REMIC I Regular
Interests
LT1,
LT2,
LT3 and LT4 pro rata,
based on,
and to the
extent
of,
Uncertificated
Accrued
Interest,
as calculated
without
application
of this sentence.
Uncertificated
Accrued
Interest on REMIC II Regular
Interest
SB-PO shall be zero.
Uncertificated
Accrued
Interest on REMIC II Regular
Interest SB-IO for each Distribution Date shall equal Accrued
Certificate Interest for the Class SB Certificates.]
[Uncertificated
Principal
Balance:
The principal amount of any REMIC I Regular Interest
outstanding as
of any date of
determination.
The
Uncertificated
Principal Balance of each REMIC I Regular Interest shall never
be less than zero.
