EXHIBIT 4.1
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STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
Dated as of December 1, 2006
Residential Accredit Loans, Inc.
Mortgage Asset-Backed Pass-Through Certificates
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TABLE OF CONTENTS
Page
Article I
DEFINITIONS.......................................................2
Section
1.01.
Definitions............................................2
Section
1.02. Use of Words and
Phrases..............................35
Article II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES.....................................................36
Section
2.01. Conveyance of
Mortgage Loans..........................36
Section
2.02. Acceptance by
Trustee.................................43
Section
2.03. Representations,
Warranties and Covenants of the
Master Servicer and the Company.....................44
Section
2.04. Representations
and Warranties of Residential
Funding.............................................46
Section
2.05. Execution and
Authentication of Certificates/Issuance
of Certificates Evidencing Interests in REMIC I
Certificates........................................48
Section
2.06. Conveyance of
Uncertificated REMIC I and REMIC II
Regular Interests; Acceptance by the Trustee........48
Section
2.07. Issuance of
Certificates Evidencing Interests in
REMIC II............................................48
Section
2.08. Purposes and
Powers of the Trust......................48
Article III
ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS...................48
Section
3.01. Master Servicer
to Act as Servicer....................48
Section
3.02. Subservicing
Agreements Between Master Servicer and
Subservicers; Enforcement of Subservicers' and
Sellers' Obligations................................50
Section
3.03. Successor
Subservicers................................51
Section
3.04. Liability of the
Master Servicer......................51
Section
3.05. No Contractual
Relationship Between Subservicer and
Trustee or Certificateholders.......................52
Section
3.06. Assumption or
Termination of Subservicing Agreements
by Trustee..........................................52
Section
3.07. Collection of
Certain Mortgage Loan Payments;
Deposits to Custodial Account.......................52
Section
3.08. Subservicing
Accounts; Servicing Accounts.............55
Section
3.09. Access to
Certain Documentation and Information
Regarding the Mortgage Loans........................57
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TABLE OF CONTENTS
(continued)
Page
Section
3.10. Permitted
Withdrawals from the Custodial Account......57
Section
3.11. Maintenance of
the Primary Insurance
Policies;
Collections Thereunder..............................59
Section
3.12. Maintenance of
Fire Insurance and
Omissions and
Fidelity Coverage...................................60
Section
3.13. Enforcement of
Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain Assignments........61
Section
3.14. Realization Upon
Defaulted Mortgage Loans.............63
Section
3.15. Trustee to
Cooperate; Release of Custodial Files......67
Section
3.16. Servicing and
Other Compensation; Compensating
Interest............................................68
Section
3.17. Reports to the
Trustee and the Company................69
Section
3.18. Annual Statement
as to Compliance and Servicing
Assessment..........................................69
Section
3.19. Annual
Independent Public Accountants' Servicing
Report..............................................70
Section
3.20. Rights of the
Company in Respect of the Master
Servicer............................................70
Section
3.21. Administration
of Buydown Funds.......................70
Section
3.22. Advance
Facility......................................71
Article IV
PAYMENTS TO
CERTIFICATEHOLDERS...................................75
Section
4.01. Certificate
Account...................................75
Section
4.02. Distributions.
...................................76
Section
4.03. Statements to
Certificateholders; Statements to
Rating Agencies; Exchange Act Reporting.............76
Section
4.04. Distribution of
Reports to the Trustee and the
Company; Advances by the Master Servicer............78
Section
4.05. Allocation of
Realized Losses.........................79
Section
4.06. Reports of
Foreclosures and Abandonment of
Mortgaged Property..................................80
Section
4.07. Optional
Purchase of Defaulted Mortgage Loans.........80
Section
4.08. Surety
Bond...........................................80
Article V
THE
CERTIFICATES.................................................81
Section
5.01. The
Certificates......................................81
Section
5.02. Registration of
Transfer and Exchange of
Certificates........................................83
Section
5.03. Mutilated,
Destroyed, Lost or Stolen Certificates.....89
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TABLE OF CONTENTS
(continued)
Page
Section
5.04. Persons Deemed
Owners.................................89
Section
5.05. Appointment of
Paying Agent...........................90
Section
5.06. U.S.A. Patriot
Act Compliance.........................90
Article VI THE
COMPANY AND THE MASTER SERVICER..............................91
Section
6.01. Respective
Liabilities of the Company and the
Master Servicer.....................................91
Section
6.02. Merger or
Consolidation of the Company or the
Master Servicer; Assignment of Rights and
Delegation of Duties by Master Servicer.............91
Section
6.03. Limitation on
Liability of the Company, the Master
Servicer and Others.................................92
Section
6.04. Company and
Master Servicer Not to Resign.............93
Article VII
DEFAULT..........................................................94
Section
7.01. Events of
Default.....................................94
Section
7.02. Trustee or Company to
Act; Appointment of Successor...96
Section
7.03. Notification to
Certificateholders....................97
Section
7.04. Waiver of Events
of Default...........................97
Article VIII
CONCERNING THE
TRUSTEE.........................................98
Section
8.01. Duties of
Trustee.....................................98
Section
8.02. Certain Matters
Affecting the Trustee.................99
Section
8.03. Trustee Not
Liable for Certificates or
Mortgage Loans.....................................101
Section
8.04. Trustee May Own
Certificates.........................101
Section
8.05. Master Servicer
to Pay Trustee's Fees
and Expenses;
Indemnification....................................101
Section
8.06. Eligibility
Requirements for Trustee.................102
Section
8.07. Resignation and
Removal of the Trustee...............103
Section 8.08.
Successor Trustee....................................104
Section
8.09. Merger or
Consolidation of Trustee...................104
Section
8.10. Appointment of
Co-Trustee or Separate Trustee........104
Section
8.11. Appointment of
the Custodian.........................105
Section
8.12. Appointment of
Office or Agency......................106
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TABLE OF CONTENTS
(continued)
Page
Article IX
TERMINATION OR OPTIONAL PURCHASE OF ALL
CERTIFICATES............107
Section
9.01. Optional
Purchase by the Master Servicer of All
Certificates; Termination Upon Purchase by the
Master Servicer or Liquidation of All Mortgage
Loans..............................................107
Section 9.02.
Additional Termination Requirements..................110
Section
9.03. Termination of
Multiple REMICs.......................111
Article X
REMIC
PROVISIONS................................................112
Section
10.01.
REMIC Administration.................................112
Section
10.02.
Master Servicer, REMIC Administrator and Trustee
Indemnification....................................115
Section
10.03.
Designation of REMIC(s)..............................116
Section
10.04.
Distributions on the Uncertificated REMIC I and
REMIC II Regular Interests.........................116
Section
10.05.
Compliance with Withholding Requirements.............116
Article XI
MISCELLANEOUS
PROVISIONS........................................117
Section
11.01.
Amendment............................................117
Section
11.02.
Recordation of Agreement; Counterparts...............119
Section
11.03.
Limitation on Rights of Certificateholders...........120
Section
11.04.
Governing Law........................................120
Section
11.05.
Notices..............................................121
Section
11.06.
Required Notices to Rating Agency and Subservicer....121
Section
11.07.
Severability of Provisions...........................122
Section
11.08.
Supplemental Provisions for Resecuritization.........122
Section
11.09.
Allocation of Voting Rights..........................122
Section
11.10. No
Petition..........................................122
Article XII COMPLIANCE
WITH REGULATION AB...................................123
Section
12.01.
Intent of the Parties; Reasonableness................123
Section
12.02.
Additional Representations and Warranties of
the Trustee........................................123
Section
12.03.
Information to Be Provided by the Trustee............124
Section
12.04.
Report on Assessment of Compliance and Attestation...124
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TABLE OF CONTENTS
(continued)
Page
Section
12.05.
Indemnification; Remedies............................125
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EXHIBITS
Exhibit A: Form of
Class A Certificate
Exhibit A-I: Form of Class X
Certificate
Exhibit B: Form of
Class M Certificate
Exhibit C: Form of
Class B Certificate
Exhibit C-I: Form of Class P
Certificate
Exhibit C-II:
Form of Class SB Certificate
Exhibit D: Form of
Class R Certificate
Exhibit E: Form of
Seller/Servicer Contract
Exhibit F: Forms of
Request for Release
Exhibit G-1: Form of Transfer
Affidavit and Agreement
Exhibit G-2: Form of Transferor
Certificate
Exhibit H: Form of
Investor Representation Letter
Exhibit I: Form of
Transferor Representation Letter
Exhibit J: Form of
Rule 144A Investment Representation Letter
Exhibit K: Text of
Amendment to Pooling and Servicing Agreement Pursuant to
Section 11.01(e) for a Limited Guaranty
Exhibit L: Form of
Limited Guaranty
Exhibit M: Form of
Lender Certification for Assignment of Mortgage Loan
Exhibit N: Request
for Exchange Form
Exhibit O: Form of
Form 10-K Certification
Exhibit P: Form of
Back-Up Certification to Form 10-K Certificate
Exhibit Q:
Information to be Provided by the Master Servicer to the
Rating Agencies
Relating to Reportable Modified Mortgage Loans
Exhibit R: Servicing
Criteria
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This is
the Standard Terms of Pooling and Servicing Agreement, dated as
of
December 1, 2006 (the "Standard Terms", and as incorporated by reference
into a
Series Supplement
dated as of the
Cut-off Date,
the "Pooling
and Servicing
Agreement" or
"Agreement"), among
RESIDENTIAL
ACCREDIT LOANS, INC., as the
company (together with
its permitted
successors and assigns, the "Company"),
RESIDENTIAL FUNDING
COMPANY, LLC, as master servicer (together with its
permitted successors and assigns, the "Master Servicer"),
and the trustee
named
in the applicable Series Supplement (together with its permitted
successors and
assigns, the "Trustee").
PRELIMINARY STATEMENT:
The
Company intends to
sell certain mortgage
asset-backed
pass-through
certificates
(collectively, the
"Certificates"),
to be issued under the
Agreement in multiple
classes, which in the
aggregate will evidence the entire
beneficial ownership interest in the Mortgage Loans.
In
consideration of the mutual agreements herein contained, the Company,
the Master Servicer and the Trustee agree as follows:
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Article I
DEFINITIONS
Section 1.01. Definitions.
Whenever
used in this Agreement, the following words and phrases,
unless
the context
otherwise requires, shall have the meanings specified in this
Article.
Accretion
Termination Date: As
defined in the Series Supplement.
Accrual
Certificates: As
defined in the Series Supplement.
Accrued
Certificate Interest:
With respect to each
Distribution Date, as
to any Class
or Subclass of Certificates (other than any Principal Only
Certificates),
interest accrued
during the related
Interest Accrual Period at
the related
Pass-Through Rate on the Certificate Principal Balance or Notional
Amount thereof
immediately prior to such Distribution Date. Accrued
Certificate
Interest will be calculated on the basis of a 360-day year,
consisting of twelve
30-day months.
In each case Accrued Certificate Interest on any Class or
Subclass of Certificates will be reduced by the amount of:
(i) Prepayment Interest Shortfalls on all Mortgage Loans or, if the
Mortgage Pool is
comprised of two or more Loan Groups, on the
Mortgage Loans in the
related Loan Group (to
the extent not offset
by the Master Servicer
with a payment of
Compensating Interest
as
provided in Section 4.01),
(ii)
the interest
portion (adjusted to the Net Mortgage Rate (or the
Modified Net Mortgage Rate in the case of a Modified Mortgage
Loan))
of Realized Losses on all Mortgage Loans or, if the Mortgage Pool
is
comprised of two or more Loan Groups, on the Mortgage Loans in the
related Loan Group (including Excess Special Hazard Losses,
Excess
Fraud Losses, Excess Bankruptcy Losses and Extraordinary Losses)
not
allocated solely to
one or more specific
Classes of
Certificates
pursuant to Section 4.05,
(iii) the
interest portion of
Advances that were (A) previously made with
respect to a Mortgage Loan or REO Property on all Mortgage Loans
or,
if the Mortgage Pool is comprised of two or more Loan Groups, on
the
Mortgage Loans
in the related Loan Group, which remained
unreimbursed following
the Cash Liquidation
or REO Disposition
of
such Mortgage
Loan or REO
Property and (B) made with respect to
delinquencies that
were ultimately
determined to be Excess Special
Hazard Losses,
Excess Fraud Losses,
Excess Bankruptcy Losses or
Extraordinary Losses, and
(iv)
any other interest shortfalls not covered by the subordination
provided by the
Class M Certificates and Class B Certificates,
including interest
that is not collectible from the Mortgagor
pursuant to the Servicemembers Civil Relief Act of 1940, as
amended,
or similar legislation
or regulations as in effect from time to
time,
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with all such reductions allocated (A) among all of the Certificates in
proportion to their respective amounts of Accrued Certificate Interest payable
on such Distribution
Date absent such reductions or (B) if the Mortgage Pool is
comprised of two or
more Loan Groups, the
related Senior
Percentage
of such
reductions among the related Senior Certificates in proportion to
the amounts of
Accrued Certificate
Interest payable from the related Loan Group on such
Distribution Date absent such reductions, with the remainder of such
reductions
allocated among the holders of the Class M Certificates and Class B
Certificates
in proportion
to their respective amounts of Accrued Certificate Interest
payable on such
Distribution Date
absent such reductions. In addition to that
portion of the reductions described in the preceding sentence that
are allocated
to any Class
of Class B
Certificates
or any Class of Class M Certificates,
Accrued Certificate Interest on such Class of Class B Certificates
or such Class
of Class M Certificates will be reduced by the interest portion
(adjusted to the
Net Mortgage Rate) of Realized Losses that are allocated solely to
such Class of
Class B Certificates
or such Class of Class M Certificates pursuant to Section
4.05.
Addendum
and Assignment Agreement: The Addendum and Assignment
Agreement,
dated as of January 31, 1995, between MLCC and the Master
Servicer.
Additional
Collateral:
Any of the
following held, in addition to the
related Mortgaged
Property, as security for a Mortgage
Loan: (i) all money,
securities, security
entitlements,
accounts,
general intangibles, payment
rights, instruments,
documents,
deposit accounts, certificates of deposit,
commodities contracts
and other investment property and other property of
whatever kind or description now existing or hereafter acquired
which is pledged
as security
for the repayment of such Mortgage Loan, (ii) third-party
guarantees, and (A)
all money, securities,
security entitlements, accounts,
general intangibles,
payment rights, instruments, documents, deposit accounts,
certificates of deposit, commodities contracts and other investment
property and
other property of
whatever kind or description now existing or hereafter
acquired which is
pledged as collateral for such guarantee or (B) any mortgaged
property securing
the performance of such guarantee, or (iii) such other
collateral as may be set forth in the Series Supplement.
Additional
Collateral
Loan: Each Mortgage Loan that is supported by
Additional Collateral.
Adjusted
Mortgage Rate: With
respect to any Mortgage Loan and any date of
determination, the
Mortgage Rate borne by the related Mortgage Note, less the
rate at which the related Subservicing Fee accrues.
Advance:
As to any Mortgage Loan, any advance made by the Master
Servicer,
pursuant to Section 4.04.
Advance
Facility: As defined in Section 3.22.
Advance
Facility Notice: As defined in Section 3.22.
Advance
Facility Trustee: As defined in Section 3.22.
Advancing
Person: As defined in Section 3.22.
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Advance
Reimbursement Amounts: As defined in Section 3.22.
Affiliate:
With respect to any Person, any other Person controlling,
controlled by or under common control with such first Person.
For the purposes
of this definition,
"control" means the power to direct
the management and
policies of such Person, directly or indirectly,
whether through the
ownership
of voting securities,
by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
Ambac:
Ambac Assurance Corporation (formerly known as AMBAC Indemnity
Corporation).
Amount
Held for Future Distribution: As to any Distribution Date and,
with
respect to any Mortgage Pool that is comprised of two or more Loan
Groups, each
Loan Group, the total of the amounts held in the Custodial
Account at the
close
of business on the preceding Determination Date on account of (i)
Liquidation
Proceeds, Subsequent Recoveries, Insurance Proceeds, Curtailments,
Mortgage Loan
purchases made
pursuant to Section 2.02, 2.03, 2.04 or 4.07 and Mortgage Loan
substitutions made
pursuant to Section 2.03 or 2.04 received or made in the
month of such Distribution Date (other than such Liquidation
Proceeds, Insurance
Proceeds and purchases of Mortgage Loans that the Master
Servicer has deemed
to
have been received in the preceding month in accordance
with Section
3.07(b)),
and Principal
Prepayments in Full made after the related Prepayment Period,
and
(ii) payments which represent early receipt of scheduled
payments of
principal
and interest due on a date or dates subsequent to the related Due
Date.
Appraised
Value: As to any Mortgaged Property, the lesser of (i) the
appraised value of such Mortgaged Property based upon the appraisal
made at the
time of the
origination of the related Mortgage Loan, and (ii) the sales
price
of the Mortgaged
Property at such time of origination, except in the case of a
Mortgaged Property
securing a refinanced
or modified Mortgage Loan as to which
it is either
the appraised value determined above or the appraised value
determined in an appraisal at the time of refinancing or modification, as the
case may be.
Assigned
Contracts:
With respect to any
Pledged Asset Loan:
the Credit
Support Pledge Agreement; the Funding and Pledge Agreement, among
GMAC Mortgage,
LLC, National Financial Services Corporation and the Mortgagor or
other person
pledging the related
Pledged Assets; the Additional Collateral Agreement,
between GMAC
Mortgage, LLC and the Mortgagor or other person pledging the
related Pledged
Assets; or such other contracts as may be set forth in the
Series Supplement.
Assignment: An
assignment
of the Mortgage, notice of transfer or
equivalent instrument,
in recordable
form, sufficient under the laws of the
jurisdiction wherein
the related
Mortgaged Property is located to reflect
of
record the
sale of the Mortgage Loan to the Trustee for the benefit of
Certificateholders, which assignment, notice of transfer or equivalent
instrument may be in
the form of one or more blanket assignments covering
Mortgages secured
by Mortgaged Properties located in the same county, if
permitted by law and accompanied by an Opinion of Counsel to that
effect.
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Assignment
Agreement: The
Assignment and Assumption Agreement, dated the
Closing Date,
between Residential Funding and the Company relating to the
transfer and assignment of the Mortgage Loans.
Assignment
Agreement and Amendment of Security Instrument: With respect to
a Sharia Mortgage
Loan, the agreement between the consumer and the
co-owner
pursuant to which all
of the co-owner's
interest as a
beneficiary
under the
related Sharia Mortgage Loan Security Instrument and the co-owner's
interest in
the related Mortgaged Property is conveyed to a subsequent owner,
which may take
the form of an "Assignment Agreement" and an "Amendment of
Security Instrument"
or an "Assignment Agreement and Amendment of Security Instrument", as
applicable.
Assignment
of Proprietary Lease:
With respect to a
Cooperative Loan, the
assignment of the related Cooperative Lease from the Mortgagor to
the originator
of the Cooperative Loan.
Available
Distribution
Amount: As to any Distribution Date and, with
respect to any Mortgage Pool comprised of two or more Loan Groups,
each Loan
Group, an amount equal to (a) the sum of (i) the amount relating to
the Mortgage
Loans on deposit in the Custodial Account as of the close of
business on the
immediately preceding
Determination Date, including any Subsequent Recoveries,
and amounts
deposited
in the Custodial Account in connection with the
substitution of
Qualified Substitute
Mortgage Loans, (ii) the amount of any
Advance made on the
immediately preceding
Certificate
Account Deposit Date,
(iii) any amount deposited in the Certificate Account on the
related Certificate
Account Deposit Date pursuant to the second paragraph of Section
3.12(a), (iv)
any amount deposited
in the Certificate Account pursuant to Section 4.07 or
Section 9.01,
(v) any amount
that the Master
Servicer is not permitted to
withdraw from the
Custodial Account or the Certificate Account pursuant to
Section 3.16(e), (vi)
any amount received by the Trustee pursuant to the Surety
Bond in respect of such Distribution Date and (vii) the
proceeds of any Pledged
Assets received by the Master Servicer, reduced by (b) the sum as of the
close
of business on the
immediately preceding
Determination
Date of (w)
aggregate
Foreclosure Profits,
(x) the Amount Held for Future Distribution, and (y)
amounts permitted
to be withdrawn by the
Master Servicer
from the Custodial
Account in
respect of the Mortgage Loans pursuant to clauses (ii)-(x),
inclusive, of Section
3.10(a). Such amount
shall be determined
separately for
each Loan Group. Additionally, with respect to any Mortgage Pool that is
comprised of two or more Loan Groups, if on any Distribution
Date Compensating
Interest provided
pursuant to this Section 3.16(e) is less than Prepayment
Interest Shortfalls
incurred on the Mortgage Loans in connection with Principal
Prepayments in Full
and Curtailments
made in the prior
calendar month,
such
Compensating Interest
shall be allocated on such Distribution Date to the
Available Distribution
Amount for each Loan Group on a pro rata basis in
accordance with the respective amounts of such Prepayment
Interest Shortfalls
incurred on
the Mortgage Loans in such Loan Group in respect of such
Distribution Date.
Bankruptcy
Code: The Bankruptcy
Code of 1978, as amended.
Bankruptcy
Loss: With respect to any Mortgage Loan, a Deficient Valuation
or Debt Service Reduction; provided, however, that neither a
Deficient Valuation
nor a Debt Service Reduction shall be deemed a Bankruptcy Loss
hereunder so long
as the Master Servicer
has notified the Trustee in writing that the Master
Servicer is diligently
pursuing any remedies that
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may exist in connection with the representations and warranties made regarding
the related Mortgage
Loan and either (A)
the related Mortgage
Loan is not in
default with regard to payments due thereunder or (B) delinquent payments of
principal and interest
under the related
Mortgage Loan and any premiums on any
applicable primary
hazard insurance
policy and any related
escrow payments in
respect of such
Mortgage Loan are being advanced on a current basis by the
Master Servicer or a
Subservicer,
in either case without
giving effect to any
Debt Service Reduction.
Book-Entry
Certificate:
Any Certificate registered in the name of the
Depository or its nominee, and designated as such in the
Preliminary
Statement
to the Series Supplement.
Business
Day: Any day other
than (i) a Saturday or a Sunday or (ii) a day
on which banking
institutions in the
State of New York, the State of Michigan,
the State of
California, the State
of Illinois or the State of Minnesota (and
such other state or
states in which the
Custodial Account or
the Certificate
Account are at the time located) are required or
authorized by law or executive
order to be closed.
Buydown
Funds: Any amount contributed by the seller of a Mortgaged
Property, the Company or other source in order to enable the
Mortgagor to reduce
the payments required
to be made from the Mortgagor's funds in the early years
of a Mortgage
Loan. Buydown Funds are not part of the Trust
Fund prior to
deposit into the Custodial or Certificate Account.
Buydown
Mortgage Loan: Any Mortgage Loan as to which a specified amount
of
interest is paid out
of related
Buydown Funds in accordance with a related
buydown agreement.
Calendar
Quarter: A Calendar Quarter shall consist of one of the
following
time periods in any given year: January 1 through March 31, April 1
through June
30, July 1 through September 30, and October 1 through December
31.
Capitalization Reimbursement Amount: With respect to any
Distribution Date
and, with respect to any Mortgage
Pool comprised of two or more Loan
Groups,
each Loan Group, the amount of Advances or Servicing Advances that
were added to
the Stated Principal
Balance of all
Mortgage Loans or, if the Mortgage Pool is
comprised of two or more Loan Groups, on the Mortgage Loans in the
related Loan
Group, during the
prior calendar month and reimbursed to the Master Servicer or
Subservicer on
or prior to such Distribution Date pursuant to Section
3.10(a)(vii), plus the
Capitalization
Reimbursement Shortfall Amount remaining
unreimbursed from any
prior Distribution
Date and reimbursed to the Master
Servicer or Subservicer on or prior to such Distribution Date.
Capitalization
Reimbursement
Shortfall Amount:
With respect to any
Distribution Date and,
with respect to any
Mortgage Pool
comprised of two
or
more Loan Groups, each
Loan Group, the
amount, if any, by
which the amount of
Advances or Servicing
Advances that were added to the Stated Principal Balance
of all Mortgage Loans (or, if the Mortgage Pool is comprised of two
or more Loan
Groups, on the
Mortgage Loans in the
related Loan Group)
during the preceding
calendar month exceeds
the amount of principal payments on the Mortgage
Loans
included in the
Available Distribution
Amount (or,
if the Mortgage Pool is
comprised of
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two or more Loan
Groups, Available
Distribution
Amount for the related
Loan
Group) for that Distribution Date.
Cash
Liquidation: As to any
defaulted Mortgage Loan other than a Mortgage
Loan as to which an REO Acquisition occurred, a determination by the Master
Servicer that it has received all Insurance Proceeds, Liquidation Proceeds and
other payments or cash recoveries which the Master Servicer reasonably and in
good faith expects to be finally recoverable with respect to such
Mortgage Loan.
Certificate Account
Deposit Date: As to any Distribution Date, the
Business Day prior thereto.
Certificateholder or
Holder: The Person in
whose name a
Certificate is
registered in
the Certificate Register, and, in respect of any Insured
Certificates, the
Certificate
Insurer to the extent
of Cumulative
Insurance
Payments, except that
neither a Disqualified Organization nor a Non-United
States Person shall be
a holder of a Class R
Certificate for
purposes hereof
and, solely for the purpose of giving any consent or direction
pursuant to this
Agreement, any Certificate, other than a Class R Certificate,
registered in the
name of the Company,
the Master Servicer or
any Subservicer
or any Affiliate
thereof shall be deemed not to be outstanding and the Percentage Interest or
Voting Rights
evidenced thereby
shall not be taken into account in determining
whether the requisite amount of Percentage Interests or Voting Rights
necessary
to effect any such consent or direction has been obtained. All
references herein
to "Holders" or
"Certificateholders"
shall reflect the
rights of
Certificate
Owners as they may
indirectly exercise
such rights through
the Depository and
participating members thereof, except as otherwise specified
herein; provided,
however, that the
Trustee shall be required to recognize as a "Holder" or
"Certificateholder" only the Person in whose name a Certificate is
registered in
the Certificate Register.
Certificate Insurer: As defined in the Series Supplement.
Certificate Owner:
With respect to a Book-Entry Certificate, the Person
who is the beneficial owner of such Certificate, as reflected on
the books of an
indirect participating brokerage firm for which a Depository
Participant acts as
agent, if any, and otherwise on the books of a Depository
Participant,
if any,
and otherwise on the books of the Depository.
Certificate Principal
Balance: With respect to each Certificate
(other
than any Interest Only
Certificate), on any
date of determination,
an amount
equal to:
(i)
the Initial
Certificate
Principal Balance of such Certificate as
specified on the face thereof, plus
(ii)
any Subsequent
Recoveries added to the Certificate Principal Balance
of such Certificate pursuant to Section 4.02, plus
(iii) in
the case of each
Accrual Certificate,
an amount equal to the
aggregate Accrued
Certificate
Interest added to the Certificate
Principal Balance thereof prior to such date of determination,
minus
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<PAGE>
(iv)
the sum of (x) the
aggregate of all amounts previously distributed
with respect to such
Certificate (or any
predecessor
Certificate)
and applied to reduce
the Certificate
Principal Balance thereof
pursuant to Section
4.02(a) and (y) the aggregate of all reductions
in Certificate
Principal
Balance deemed to have occurred in
connection with Realized Losses which were previously
allocated to
such Certificate
(or any predecessor Certificate) pursuant to
Section 4.05;
provided, that the
Certificate
Principal Balance of each Certificate of the
Class of Subordinate
Certificates
with the Lowest
Priority at any given
time
shall be further reduced by an amount equal to the Percentage Interest
represented by such
Certificate
multiplied by the
excess, if any, of (A)
the
then aggregate Certificate Principal Balance of all Classes of
Certificates then
outstanding over (B) the then aggregate Stated Principal Balance of
the Mortgage
Loans.
Certificate Register
and Certificate
Registrar: The
register maintained
and the registrar appointed pursuant to Section 5.02.
Class:
Collectively, all of the Certificates bearing the same
designation.
The initial Class A-V
Certificates and any
Subclass thereof issued pursuant to
Section 5.01(c) shall be a single Class for purposes of this
Agreement.
Class A-P
Certificate: Any one
of the Certificates
designated as a Class
A-P Certificate.
Class A-P
Collection Shortfall:
With respect to the
Cash Liquidation
or
REO Disposition of a
Discount Mortgage
Loan, any Distribution
Date and, with
respect to any Mortgage Pool comprised of two or more Loan Groups,
each Loan
Group, the excess of
the amount described in clause (C)(1) of the definition of
Class A-P Principal Distribution Amount (for the related Loan Group, if
applicable) over the amount described in clause (C)(2) of such
definition.
Class A-P
Principal Distribution
Amount: With respect to any Distribution
Date and, with
respect to any Mortgage Pool comprised of two or more Loan
Groups, each Loan Group, an amount equal to the aggregate of:
(A) the related Discount Fraction of the principal
portion of each
Monthly
Payment on each
Discount Mortgage Loan (or, with respect to
any
Mortgage
Pool comprised of two or more Loan Groups, each Discount
Mortgage
Loan in
the related Loan Group) due during the related Due Period,
whether
or not
received on or prior to the related Determination Date, minus the
Discount
Fraction of the
principal portion of any related
Debt Service
Reduction
which together with other Bankruptcy Losses exceeds the
Bankruptcy
Amount;
(B) the related
Discount Fraction of
the principal portion
of all
unscheduled
collections on each Discount Mortgage Loan (or, with
respect
to any
Mortgage Pool
comprised of two or more Loan Groups, each Discount
Mortgage
Loan in the related
Loan Group) received
during the
preceding
calendar
month or, in the case of Principal Prepayments in Full, during
the
related Prepayment
Period (other than
amounts received in connection
with a
Cash Liquidation or
REO Disposition
of a Discount
Mortgage Loan
described
in clause (C) below),
including Principal
Prepayments in Full,
Curtailments,
Subsequent Recoveries
and repurchases
(including
deemed
repurchases under Section
8
<PAGE>
3.07(b))
of such Discount Mortgage Loans (or, in the case of a
substitution of a
Deleted Mortgage
Loan, the Discount Fraction of the
amount of
any shortfall
deposited in the Custodial Account in connection
with such
substitution);
(C) in connection with the Cash Liquidation or REO Disposition of
a
Discount
Mortgage Loan (or, with respect to any Mortgage Pool comprised
of
two or
more Loan Groups, each
Discount Mortgage Loan
in the related Loan
Group)
that occurred during the preceding calendar month (or was deemed
to
have
occurred during such period in accordance with Section 3.07(b)) that
did not
result in any Excess Special Hazard Losses, Excess Fraud Losses,
Excess
Bankruptcy Losses or
Extraordinary Losses,
an amount equal to the
lesser of
(1) the applicable
Discount Fraction of the Stated
Principal
Balance
of such Discount Mortgage Loan immediately prior to such
Distribution Date and
(2) the aggregate amount of the collections on such
Mortgage
Loan to the extent applied as recoveries of principal;
(D) any amounts allocable to principal for any previous
Distribution
Date
(calculated
pursuant to clauses (A) through (C) above)
that remain
undistributed; and
(E) the amount
of any Class A-P Collection Shortfalls for such
Distribution Date and
the related Loan
Group, if applicable, and the
amount of
any Class A-P Collection Shortfalls (for the related Loan
Group,
if
applicable) remaining
unpaid for all previous Distribution Dates, but
only to
the extent of the Eligible Funds for such Distribution Date;
minus
(F) the related Discount Fraction of the portion of the
Capitalization
Reimbursement Amount
(for the related Loan Group, if
applicable) for such
Distribution Date, if
any, related to each Discount
Mortgage
Loan (in the related Loan Group, if applicable).
Notwithstanding the
foregoing, with
respect to any Distribution Date on
and after the Credit Support Depletion Date, the Class A-P Principal
Distribution Amount
(for a Loan Group, if applicable) shall equal the excess of
(i) the sum of (a) the related Discount Fraction of the principal portion of
each Monthly Payment on each Discount Mortgage Loan (in the related Loan
Group,
if applicable) received or advanced prior to the related
Determination Date
and
not previously
distributed minus the Discount Fraction of the principal
portion
of any related Debt
Service Reduction
which together with other Bankruptcy
Losses exceeds the Bankruptcy Amount and (b) the related
Discount Fraction of
the aggregate amount of unscheduled collections described in
clauses (B) and (C)
above over (ii) the amount calculated pursuant to clause (F)
above.
Class A-V
Certificate: Any one
of the Certificates
designated as a Class
A-V Certificate, including any Subclass thereof.
Class B
Certificate: Any one of the Certificates designated as a Class
B-1
Certificate, Class B-2 Certificate or Class B-3 Certificate.
Class M Certificate:
Any one of the Certificates designated as a Class M-1
Certificate, Class M-2 Certificate or Class M-3 Certificate.
9
<PAGE>
Class P
Certificate: Any one
of the Certificates
designated as a Class P
Certificate.
Class SB
Certificate: Any one of the Certificates designated as a Class
SB
Certificate.
Class X
Certificate: Any one
of the Certificates
designated as a Class X
Certificate.
Closing
Date: As defined in the Series Supplement.
Code: The
Internal Revenue Code of 1986, as amended.
Combined
Collateral
LLC: Combined Collateral LLC, a Delaware limited
liability company.
Commission: The
Securities and Exchange Commission.
Compensating Interest:
With respect to any
Distribution Date, an
amount
equal to Prepayment Interest Shortfalls resulting from Principal
Prepayments in
Full during the
related Prepayment
Period and
Curtailments
during the prior
calendar month and
included in the Available Distribution Amount for such
Distribution Date, but
not more than the lesser of (a) one-twelfth of 0.125% of
the Stated Principal
Balance of the Mortgage Loans immediately preceding such
Distribution Date and
(b) the sum of the
Servicing Fee and all income and gain
on amounts held in the Custodial Account and the Certificate
Account and payable
to the Certificateholders with respect to such Distribution
Date; provided that
for purposes of this
definition
the amount of the
Servicing Fee will not be
reduced pursuant to
Section 7.02(a) except
as may be required
pursuant to the
last sentence of such Section.
Compliance
With Laws Representation: The following representation and
warranty (or any representation and warranty that is substantially
similar) made
by Residential Funding in Section 4 of Assignment Agreement: "Each
Mortgage Loan
at the time it was made complied in all material respects with
applicable local,
state, and
federal laws, including, but not limited to, all applicable
anti-predatory lending laws".
Cooperative: A
private, cooperative
housing corporation which owns or
leases land and all or part of a building or buildings, including apartments,
spaces used for commercial purposes and common areas therein
and whose board of
directors authorizes, among other things, the sale of Cooperative
Stock.
Cooperative Apartment: A dwelling unit in a multi-dwelling
building owned
or leased by a Cooperative, which unit the Mortgagor has an
exclusive right to
occupy pursuant to the terms of a proprietary lease or occupancy
agreement.
Cooperative Lease:
With respect to a
Cooperative Loan, the
proprietary
lease or occupancy agreement with respect to the Cooperative
Apartment occupied
by the Mortgagor and relating to the related Cooperative Stock, which lease or
agreement confers an
exclusive right to the holder of such Cooperative Stock to
occupy such apartment.
Cooperative Loans:
Any of the Mortgage Loans made in respect of a
Cooperative Apartment,
evidenced by a Mortgage Note and secured by (i) a
Security Agreement, (ii) the
10
<PAGE>
related Cooperative
Stock Certificate,
(iii) an assignment of
the Cooperative
Lease, (iv)
financing statements and (v) a stock power (or other similar
instrument), and
ancillary thereto, a recognition agreement between the
Cooperative and the
originator
of the Cooperative Loan, each of which was
transferred and
assigned to the
Trustee pursuant to
Section 2.01 and are from
time to time held as part of the Trust Fund.
Cooperative Stock:
With respect to a Cooperative Loan, the single
outstanding class of stock, partnership interest or other ownership
instrument
in the related Cooperative.
Cooperative Stock
Certificate:
With respect to a
Cooperative Loan,
the
stock certificate or other instrument evidencing the related
Cooperative Stock.
Credit
Repository: Equifax,
Transunion and
Experian, or their successors
in interest.
Credit
Support Depletion
Date: The first
Distribution Date on
which the
Certificate Principal Balances of the Subordinate Certificates have
been reduced
to zero.
Credit
Support Pledge
Agreement:
The Credit
Support Pledge
Agreement,
dated as of November 24, 1998, among the Master Servicer,
GMAC Mortgage,
LLC,
Combined Collateral
LLC and The First
National Bank of Chicago (now known as
Bank One, National Association), as custodian.
Cumulative
Insurance Payments: As
defined in the Series Supplement.
Curtailment: Any
Principal Prepayment
made by a Mortgagor which is not a
Principal Prepayment in Full.
Custodial
Account:
The custodial account or accounts created and
maintained pursuant to Section 3.07 in the name of a depository
institution, as
custodian for the holders of the Certificates, for the holders of certain
other
interests in mortgage loans serviced or sold by the Master
Servicer and for
the
Master Servicer,
into which the
amounts set forth in Section 3.07 shall be
deposited directly. Any such account or accounts shall be an
Eligible Account.
Custodial
Agreement:
An agreement that may be entered into among the
Company, the Master Servicer, the Trustee and a Custodian
pursuant to which the
Custodian will hold certain documents relating to the Mortgage Loans on
behalf
of the Trustee.
Custodial
File: Any mortgage loan document in the Mortgage File
that is
required to be delivered to the Trustee or Custodian pursuant to
Section 2.01(b)
of this Agreement.
Custodian:
A custodian appointed
pursuant to a Custodial Agreement.
Cut-off
Date Principal Balance: As to any Mortgage Loan, the unpaid
principal balance
thereof at the Cut-off Date after giving effect to all
installments of
principal due on or
prior thereto (or due
during the month of
the Cut-off Date), whether or not received.
Debt
Service Reduction:
With respect to any Mortgage Loan, a reduction in
the scheduled
Monthly Payment for such Mortgage Loan by a court of
competent
jurisdiction in a
11
<PAGE>
proceeding under the
Bankruptcy Code,
except such a
reduction constituting
a
Deficient Valuation or any reduction that results in a permanent
forgiveness of
principal.
Deficient
Valuation:
With respect to any
Mortgage Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an
amount less than
the then outstanding
indebtedness under the
Mortgage Loan, or any reduction in
the amount of
principal to be paid in connection with any scheduled Monthly
Payment that constitutes a permanent forgiveness of principal,
which valuation
or reduction results from a proceeding under the Bankruptcy
Code.
Definitive
Certificate:
Any Certificate other than a Book-Entry
Certificate.
Deleted
Mortgage Loan: A Mortgage Loan replaced or
to be replaced with a
Qualified Substitute Mortgage Loan.
Delinquent: As used herein, a Mortgage Loan is considered to be:
"30 to 59
days" or "30 or more days" delinquent when a payment due on any
scheduled due
date remains
unpaid as of the close of business on the last business day
immediately prior to
the next following
monthly scheduled due
date; "60 to 89
days" or "60 or more days" delinquent when a payment due on any
scheduled due
date remains
unpaid as of the close of business on the last business day
immediately prior to the second following monthly scheduled due
date; and so on.
The determination
as to whether a
Mortgage Loan falls into these categories is
made as of the close of business on the last business day of each month. For
example, a Mortgage Loan with a payment due on July 1 that remained
unpaid as of
the close of business
on July 31 would then be considered to be 30 to 59 days
delinquent.
Delinquency
information as of the
Cut-off Date is determined and
prepared as of the close of business on the last business day
immediately prior
to the Cut-off Date.
Depository: The
Depository
Trust Company,
or any successor
Depository
hereafter named.
The nominee of the initial Depository for purposes of
registering those Certificates that are to be Book-Entry
Certificates is Cede
&
Co. The Depository shall at all times be a "clearing corporation" as defined in
Section 8-102(a)(5) of
the Uniform Commercial Code of the State of New York and
a "clearing agency" registered pursuant to the provisions of
Section 17A of the
Securities Exchange Act of 1934, as amended.
Depository
Participant:
A broker, dealer, bank or other financial
institution or other
Person for whom from time to time a
Depository
effects
book-entry transfers and pledges of securities deposited with the
Depository.
Destroyed
Mortgage Note: A Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.
Destroyed
Obligation
to Pay: An
Obligation to Pay the
original of which
was permanently lost or destroyed and has not been replaced.
Determination Date: As defined in the Series Supplement.
Discount
Fraction: With respect to each Discount Mortgage Loan, the
fraction expressed as
a percentage, the
numerator of which is the Discount Net
Mortgage Rate minus the Net
12
<PAGE>
Mortgage Rate (or the
initial Net Mortgage
Rate with respect to any Discount
Mortgage Loans as to
which the Mortgage
Rate is modified
pursuant to 3.07(a))
for such Mortgage Loan and the denominator of which is the Discount
Net Mortgage
Rate. The Discount
Fraction with respect to each Discount Mortgage Loan is set
forth as an exhibit attached to the Series Supplement.
Discount
Mortgage Loan: Any Mortgage Loan having a
Net Mortgage Rate (or
the initial Net Mortgage Rate) of less than the Discount
Net Mortgage Rate
per
annum and any Mortgage
Loan deemed to be a Discount Mortgage Loan pursuant to
the definition of Qualified Substitute Mortgage Loan.
Discount
Net Mortgage Rate: As
defined in the Series Supplement.
Disqualified
Organization: Any
organization
defined as a
"disqualified
organization" under
Section 860E(e)(5) of the Code, and if not otherwise
included, any of the
following: (i) the
United States, any
State or political
subdivision thereof,
any possession of the United States, or any agency or
instrumentality of any of the foregoing (other than an
instrumentality which
is
a corporation
if all of its
activities
are subject to tax and, except for
Freddie Mac, a
majority of its board of directors is not selected by such
governmental unit), (ii) a foreign government, any international organization,
or any agency or instrumentality of any of the foregoing, (iii) any
organization
(other than certain farmers' cooperatives described in Section 521 of the
Code)
which is exempt from the tax imposed by Chapter 1 of the Code
(including the tax
imposed by Section 511 of the Code on unrelated business taxable income),
(iv)
rural electric and telephone cooperatives described in Section
1381(a)(2)(C) of
the Code, (v) any "electing large partnership," as defined in
Section 775(a) of
the Code and (vi) any other Person so designated by the Trustee based upon an
Opinion of
Counsel that the holding of an Ownership Interest in a Class R
Certificate by such
Person may cause the
Trust Fund or any
Person having an
Ownership Interest in
any Class of
Certificates (other
than such Person) to
incur a liability for
any federal
tax imposed under the Code that would not
otherwise be imposed but for the Transfer of an Ownership
Interest in a Class
R
Certificate to
such Person. The terms "United States", "State" and
"international
organization" shall
have the meanings set forth in Section 7701
of the Code or successor provisions.
Distribution Date:
The 25th day of any month beginning in the month
immediately following
the month of the initial issuance of the Certificates or,
if such 25th day is not a Business Day, the Business Day
immediately
following
such 25th day.
Due Date:
With respect to any Distribution Date and any Mortgage Loan,
the
day during the related Due Period on which the Monthly Payment is
due.
Due
Period: With respect
to any Distribution
Date, the one-month
period
set forth in the Series Supplement.
Eligible
Account: An account that is any of the following: (i) maintained
with a depository
institution the debt
obligations of which have been rated by
each Rating
Agency in its
highest rating available, or (ii) an account or
accounts in a depository institution in which such accounts are
fully insured to
the limits established
by the FDIC,
provided that any
deposits not so insured
shall, to the extent
acceptable to each Rating Agency, as evidenced in writing,
be
13
<PAGE>
maintained such that
(as evidenced
by an Opinion of
Counsel delivered to
the
Trustee and each Rating Agency) the registered Holders of Certificates have a
claim with respect to
the funds in such account or a perfected first security
interest against
any collateral (which shall be limited to Permitted
Investments) securing
such funds that is superior to claims of any other
depositors or creditors of the depository institution with which
such account is
maintained, or (iii)
in the case of the Custodial Account, a trust account or
accounts maintained in the corporate trust department of the
Trustee, or (iv) in
the case of the Certificate Account, a trust account or
accounts maintained
in
the corporate trust department of the Trustee, or (v) an account or accounts
of
a depository
institution
acceptable
to each Rating
Agency (as
evidenced in
writing by each Rating
Agency that use of any such account as the Custodial
Account or the
Certificate Account
will not reduce the rating assigned to any
Class of Certificates
by such Rating Agency below the then-current rating
assigned to such Certificates).
Event of
Default: As defined in
Section 7.01.
Excess
Bankruptcy Loss: Any
Bankruptcy Loss, or
portion thereof,
which
exceeds the then applicable Bankruptcy Amount.
Excess
Fraud Loss: Any Fraud Loss, or portion thereof, which exceeds the
then applicable Fraud Loss Amount.
Excess
Special Hazard Loss:
Any Special Hazard Loss, or portion thereof,
that exceeds the then applicable Special Hazard Amount.
Excess
Subordinate Principal Amount: With respect to any Distribution
Date
on which the aggregate Certificate Principal Balance of the Class
of Subordinate
Certificates then
outstanding with the Lowest Priority is to be reduced to zero
and on which Realized
Losses are to be allocated to such class or classes, the
excess, if any,
of (i) the amount that
would otherwise
be distributable in
respect of
principal on such class or classes of Certificates on such
Distribution Date over
(ii) the excess, if
any, of the aggregate
Certificate
Principal Balance of such class or classes of Certificates
immediately prior
to
such Distribution
Date over the aggregate amount of Realized Losses to be
allocated to such classes of Certificates on such Distribution Date as reduced
by any amount
calculated pursuant to
clause (E) of the definition of Class A-P
Principal Distribution
Amount. With respect to any Mortgage Pool that is
comprised of two or more Loan Groups, the Excess Subordinate Principal Amount
will be allocated between each Loan Group on a pro rata basis in
accordance with
the amount of Realized
Losses attributable to
each Loan Group and allocated to
the Certificates on such Distribution Date.
Exchange
Act: The Securities
and Exchange Act of 1934, as amended.
Extraordinary Events:
Any of the following
conditions with
respect to a
Mortgaged Property
(or, with respect to a
Cooperative Loan,
the Cooperative
Apartment) or Mortgage
Loan causing or resulting in a loss which causes the
liquidation of such Mortgage Loan:
(a) losses
that are of the type that would be covered by the
fidelity
bond and the errors and omissions insurance policy required to
be
maintained
pursuant to Section
3.12(b) but are in
excess of the coverage
maintained
thereunder;
14
<PAGE>
(b) nuclear
reaction
or nuclear radiation or radioactive
contamination,
all whether
controlled or
uncontrolled, and
whether such
loss be
direct or indirect,
proximate or remote or be in whole or in part
caused
by, contributed to or aggravated by a peril covered by the
definition
of the term "Special Hazard Loss";
(c) hostile
or warlike
action in time of
peace or war,
including
action in
hindering, combating
or defending against an actual, impending
or
expected attack:
1. by any government or sovereign power, de jure or de facto,
or by any authority
maintaining
or using military, naval or air
forces; or
2. by military, naval or air forces; or
3. by an agent of any such government, power, authority or
forces;
(d) any weapon of war employing atomic fission or radioactive
force
whether in
time of peace or war; or
(e) insurrection, rebellion, revolution, civil war, usurped power
or
action
taken by governmental authority in hindering, combating or
defending
against such an occurrence, seizure or destruction under
quarantine
or customs regulations, confiscation by order of any government
or public
authority; or risks of
contraband or illegal
transportation or
trade.
Extraordinary Losses:
Any loss incurred on a Mortgage Loan caused
by or
resulting from an Extraordinary Event.
Fannie
Mae: Federal National Mortgage Association, a federally chartered
and privately
owned corporation organized and existing under the Federal
National Mortgage Association Charter Act, or any successor
thereto.
FDIC:
Federal Deposit
Insurance Corporation or any successor thereto.
Final
Distribution
Date: The Distribution Date on which the final
distribution in
respect of the
Certificates will be
made pursuant to
Section
9.01, which Final
Distribution Date
shall in no event be later than the end of
the 90-day liquidation period described in Section 9.02.
Fitch:
Fitch Ratings or its
successor in interest.
Foreclosure Profits: As to any Distribution Date or related
Determination
Date and any Mortgage
Loan, the excess, if any, of Liquidation Proceeds,
Insurance Proceeds and REO Proceeds (net of all amounts
reimbursable
therefrom
pursuant to
Section 3.10(a)(ii)) in respect of each Mortgage Loan or REO
Property for which a Cash Liquidation or REO Disposition occurred
in the related
Prepayment Period over
the sum of the unpaid principal balance of such Mortgage
Loan or REO
Property (determined, in the case of an REO Disposition, in
accordance with
Section 3.14) plus accrued and unpaid interest at the Mortgage
Rate on such unpaid
principal balance from
the Due Date to which
interest was
last paid by the Mortgagor to the first
15
<PAGE>
day of the month
following the month in
which such
Cash Liquidation or REO
Disposition occurred.
Form 10-K
Certification: As
defined in Section 4.03(e).
Fraud
Losses: Realized Losses on Mortgage Loans as to which there was
fraud in the origination of such Mortgage Loan.
Freddie
Mac: Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States created and existing under
Title III of the
Emergency Home Finance Act of 1970, as amended, or any successor
thereto.
Highest
Priority: As of any date of determination, the Class of
Subordinate
Certificates then outstanding with a Certificate Principal Balance
greater than zero, with the earliest priority for payments pursuant to Section
4.02(a), in the
following order:
Class M-1,
Class M-2, Class M-3,
Class B-1,
Class B-2 and Class B-3 Certificates.
Independent: When used
with respect to any specified Person, means such a
Person who (i) is in fact independent of the Company,
the Master
Servicer and
the Trustee, or any
Affiliate thereof,
(ii) does not have any direct financial
interest or any material indirect financial interest in the
Company, the
Master
Servicer or the Trustee or in an Affiliate thereof, and (iii) is not connected
with the Company, the
Master Servicer or the
Trustee as an officer,
employee,
promoter, underwriter,
trustee, partner,
director or person performing similar
functions.
Initial
Certificate
Principal Balance: With respect to each Class of
Certificates, the Certificate Principal Balance of such Class of
Certificates as
of the Cut-off Date, as set forth in the Series Supplement.
Initial
Monthly Payment Fund: An amount representing scheduled principal
amortization and interest at the Net Mortgage Rate for the Due Date
in the first
Due Period commencing
subsequent to the
Cut-off Date for those
Mortgage Loans
for which the Trustee will not be entitled to receive such payment,
and as more
specifically defined in the Series Supplement.
Initial
Notional Amount: With respect to any Class or Subclass of
Interest
Only Certificates,
the amount
initially used as the principal basis for the
calculation of any interest payment amount, as more specifically
defined in the
Series Supplement.
Initial
Subordinate Class Percentage: As defined in the Series
Supplement.
Insurance
Proceeds: Proceeds paid in respect of the Mortgage Loans
pursuant to any Primary Insurance Policy or any other
related insurance
policy
covering a Mortgage Loan (excluding any Certificate Policy (as defined in the
Series Supplement)),
to the extent such
proceeds are payable
to the mortgagee
under the Mortgage, any Subservicer, the Master Servicer or the Trustee
and are
not applied to the
restoration of the
related Mortgaged
Property (or, with
respect to a Cooperative Loan, the related Cooperative Apartment)
or released to
the Mortgagor in accordance with the procedures that the Master Servicer would
follow in servicing mortgage loans held for its own account.
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<PAGE>
Insurer:
Any named insurer under any Primary Insurance Policy or any
successor thereto or the named insurer in any replacement
policy.
Interest
Accrual Period: As defined in the Series Supplement.
Interest
Only Certificates: A Class or Subclass of Certificates not
entitled to
payments of principal, and designated as such in the Series
Supplement. The
Interest Only Certificates will have no Certificate
Principal
Balance.
Interim
Certification: As
defined in Section 2.02.
International
Borrower: In
connection with any Mortgage Loan, a borrower
who is (a) a
United States citizen employed in a foreign country, (b) a
non-permanent resident alien employed in the United States or (c) a
citizen of a
country other than the
United States with income derived from sources outside
the United States.
Junior
Certificateholder:
The Holder of not less than 95% of the
Percentage Interests of the Junior Class of Certificates.
Junior
Class of Certificates: The Class of Subordinate Certificates
outstanding as of the
date of the repurchase
of a Mortgage
Loan pursuant to
Section 4.07 herein that has the Lowest Priority.
Late
Collections: With
respect to any Mortgage Loan, all amounts received
during any Due Period,
whether as late
payments of Monthly Payments or as
Insurance Proceeds,
Liquidation
Proceeds or otherwise,
which represent late
payments or
collections of Monthly
Payments due but
delinquent for a previous
Due Period and not previously recovered.
Liquidation Proceeds:
Amounts (other than Insurance Proceeds) received by
the Master
Servicer in connection with the taking of an entire Mortgaged
Property by
exercise of the power of eminent domain or condemnation or in
connection with the liquidation of a defaulted Mortgage Loan through trustee's
sale, foreclosure sale or otherwise, other than REO Proceeds.
Loan
Group: Any group of
Mortgage Loans
designated
as a separate
loan
group in the Series
Supplement. The
Certificates
relating to each Loan
Group
will be designated in the Series Supplement.
Loan-to-Value Ratio:
As of any date, the fraction, expressed as a
percentage, the
numerator of which is the current principal balance of the
related Mortgage Loan at the date of determination and the denominator of which
is the Appraised Value of the related Mortgaged Property.
Lower
Priority: As of any date of determination and any Class of
Subordinate
Certificates, any
other Class of
Subordinate
Certificates
then
outstanding with a later priority for payments pursuant to Section
4.02 (a).
Lowest
Priority: As of any date of determination, the Class of
Subordinate
Certificates then outstanding with a Certificate Principal Balance greater than
zero, with the latest priority for
17
<PAGE>
payments pursuant to Section 4.02(a), in the following order:
Class B-3, Class
B-2, Class B-1, Class M-3, Class M-2 and Class M-1
Certificates.
Maturity
Date: The latest possible maturity date, solely for purposes of
Section
1.860G-1(a)(4)(iii) of the Treasury regulations, by which the
Certificate Principal
Balance of each Class
of Certificates
(other than the
Interest Only Certificates which have no Certificate Principal
Balance) and each
Uncertificated REMIC Regular Interest would be reduced to zero, as
designated in
the Series Supplement.
MERS:
Mortgage Electronic Registration Systems, Inc., a corporation
organized and existing under the laws of the State of Delaware, or
any successor
thereto.
MERS(R)
System:
The system of recording transfers of Mortgages
electronically maintained by MERS.
MIN: The
Mortgage Identification Number for Mortgage Loans registered
with
MERS on the MERS(R) System.
MLCC:
Merrill Lynch Credit
Corporation, or its successor in interest.
Modified
Mortgage Loan: Any Mortgage Loan that has
been the subject of a
Servicing Modification.
Modified
Net Mortgage Rate: As to any Mortgage Loan that is the subject
of
a Servicing
Modification,
the Net Mortgage Rate minus the rate per annum
by
which the Mortgage Rate on such Mortgage Loan was reduced.
MOM Loan:
With respect to any
Mortgage Loan, MERS acting as the mortgagee
of such Mortgage
Loan, solely as nominee for the
originator of such
Mortgage
Loan and its successors and assigns, at the origination
thereof.
Monthly
Payment: With respect to any Mortgage
Loan (including any REO
Property) and any Due Date, the payment of principal and interest
due thereon in
accordance with the amortization schedule at the time applicable
thereto (after
adjustment, if any,
for Curtailments
and for Deficient
Valuations
occurring
prior to such Due Date but before any adjustment to such
amortization
schedule
by reason of any
bankruptcy, other
than a Deficient Valuation, or similar
proceeding or any
moratorium or similar
waiver or grace period
and before any
Servicing Modification that constitutes a reduction of the interest
rate on such
Mortgage Loan).
Moody's:
Moody's Investors
Service, Inc., or its successor in interest.
Mortgage:
With respect to each
Mortgage Note related to a Mortgage
Loan
which is not a Cooperative Loan, the mortgage, deed of trust or
other comparable
instrument creating
a first lien on an estate in fee simple or leasehold
interest in real
property securing a Mortgage Note. With respect to each
Obligation to Pay related to a Sharia Mortgage Loan, the Sharia Mortgage Loan
Security Instrument.
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<PAGE>
Mortgage
File: The mortgage documents listed in Section 2.01 pertaining
to
a particular Mortgage Loan and any additional documents required to be added
to
the Mortgage File pursuant to this Agreement.
Mortgage
Loans: Such of the mortgage loans, including any Sharia Mortgage
Loans, transferred and
assigned to the Trustee pursuant to Section 2.01 as from
time to time are held or deemed to be held as a part of the
Trust Fund, the
Mortgage Loans
originally so held being identified in the initial Mortgage
Loan
Schedule, and Qualified Substitute Mortgage Loans held or deemed
held as part of
the Trust Fund including, without limitation, (i) with respect to each
Cooperative Loan, the related Mortgage Note, Security Agreement, Assignment of
Proprietary Lease, Cooperative Stock Certificate, Cooperative Lease
and Mortgage
File and all rights
appertaining thereto,
(ii) with respect to each Sharia
Mortgage Loan,
the related
Obligation to Pay,
Sharia Mortgage Loan Security
Instrument, Sharia
Mortgage Loan Co-Ownership Agreement, Assignment Agreement
and Amendment
of Security Instrument and Mortgage File and all rights
appertaining thereto
and (iii) with respect to each Mortgage Loan other than a
Cooperative Loan or a Sharia Mortgage Loan, each related Mortgage
Note, Mortgage
and Mortgage File and all rights appertaining thereto.
Mortgage
Loan Schedule: As
defined in the Series Supplement.
Mortgage
Note: The originally executed note or other evidence of
indebtedness
evidencing the
indebtedness of a Mortgagor under a Mortgage Loan,
together with any
modification thereto.
With respect to each
Sharia Mortgage
Loan, the related Obligation to Pay.
Mortgage
Pool: The pool of mortgage loans, including all Loan Groups,
if
any, consisting of the Mortgage Loans.
Mortgage
Rate: As to any Mortgage Loan, the interest rate borne by the
related Mortgage
Note, or any modification thereto other than a Servicing
Modification. As to any Sharia Mortgage Loan, the profit factor
described in the
related Obligation to
Pay, or any
modification thereto
other than a Servicing
Modification.
Mortgaged
Property: The
underlying real property securing a Mortgage Loan
or, with respect to a Cooperative Loan, the related Cooperative Lease and
Cooperative Stock.
Mortgagor:
The obligor on a
Mortgage Note,
or with respect to a Sharia
Mortgage Loan, the consumer on an Obligation to Pay.
Net
Mortgage Rate: As to
each Mortgage Loan, a per annum rate of interest
equal to the Adjusted
Mortgage Rate less the per annum rate at which the
Servicing Fee is calculated.
Non-Discount Mortgage
Loan: A Mortgage Loan that is not a Discount
Mortgage Loan.
Non-Primary Residence
Loans: The Mortgage
Loans designated as secured by
second or vacation
residences, or by
non-owner occupied residences, on the
Mortgage Loan Schedule.
Non-United
States Person: Any
Person other than a United States Person.
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<PAGE>
Nonrecoverable Advance: Any Advance previously made or proposed to
be made
by the Master Servicer
or Subservicer in respect of a Mortgage Loan (other than
a Deleted Mortgage
Loan) which, in the good faith judgment of the Master
Servicer, will not,
or, in the case of a proposed Advance, would not, be
ultimately recoverable
by the Master
Servicer from related
Late Collections,
Insurance Proceeds,
Liquidation Proceeds,
REO Proceeds or amounts reimbursable
to the Master Servicer
pursuant to Section
4.02(a) hereof. To the
extent that
any Mortgagor is not obligated under the related Mortgage documents to pay or
reimburse any
portion of any
Servicing Advances that are outstanding with
respect to the
related Mortgage Loan as a result of a modification of such
Mortgage Loan by the Master Servicer, which forgives amounts which the Master
Servicer or
Subservicer
had previously advanced, and the Master Servicer
determines that no other source of payment or reimbursement for
such advances is
available to it, such Servicing Advances shall be deemed to be Nonrecoverable
Advances. The
determination
by the Master Servicer that it has made a
Nonrecoverable
Advance or
that any proposed Advance would constitute a
Nonrecoverable Advance, shall be evidenced by an Officers'
Certificate delivered
to the Company, the Trustee and any Certificate Insurer.
Nonsubserviced
Mortgage Loan:
Any Mortgage Loan that, at the time of
reference thereto, is not subject to a Subservicing Agreement.
Notional
Amount: With respect to any Class or
Subclass of Interest
Only
Certificates, an
amount used as the principal basis for the calculation of
any
interest payment amount, as more specifically defined in the Series
Supplement.
Obligation
to Pay: The originally
executed obligation to pay or similar
agreement evidencing
the obligation of the consumer
under a Sharia
Mortgage
Loan, together with any modification thereto.
Officers'
Certificate: A
certificate signed by the Chairman of the Board,
the President or a Vice President or Assistant Vice President,
or a Director or
Managing Director, and by the Treasurer, the Secretary, or one of the
Assistant
Treasurers or Assistant Secretaries of the Company or the
Master Servicer,
as
the case may be, and delivered to the Trustee, as required by this
Agreement.
Opinion of
Counsel: A written opinion of counsel acceptable to the Trustee
and the Master
Servicer, who may be counsel for the Company or the Master
Servicer, provided that any opinion of counsel (i) referred to in
the definition
of "Disqualified
Organization"
or (ii) relating to
the qualification
of any
REMIC formed under the Series Supplement or compliance with the
REMIC Provisions
must, unless otherwise specified, be an opinion of Independent
counsel.
Outstanding Mortgage
Loan: As to any Due Date, a Mortgage Loan (including
an REO Property)
which was not the
subject of a Principal
Prepayment in Full,
Cash Liquidation or
REO Disposition
and which was not
purchased,
deleted or
substituted for prior
to such Due Date pursuant to Section 2.02, 2.03, 2.04 or
4.07.
Ownership
Interest: As to any Certificate, any ownership or security
interest in such Certificate, including any interest in such
Certificate as the
Holder thereof and any other interest therein, whether direct or
indirect, legal
or beneficial, as owner or as pledgee.
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<PAGE>
Pass-Through Rate:
As defined in the
Series Supplement.
Paying
Agent: The Trustee or
any successor Paying
Agent appointed by the
Trustee.
Percentage
Interest: With respect to any Certificate (other than a Class R
Certificate), the
undivided percentage
ownership interest in the related Class
evidenced by such
Certificate, which
percentage
ownership interest shall be
equal to the Initial
Certificate Principal
Balance thereof or Initial Notional
Amount (in the case of any Interest Only Certificate) thereof divided by the
aggregate Initial Certificate Principal Balance or the aggregate
of the Initial
Notional Amounts, as applicable, of all the Certificates of the
same Class. With
respect to a Class R Certificate, the interest in distributions to
be made with
respect to such Class evidenced thereby, expressed as a percentage,
as stated on
the face of each such Certificate.
Permitted
Investments: One or
more of the following:
(i) obligations
of or guaranteed as to
timely payment of principal
and
interest by the United States or any agency or instrumentality
thereof
when
such obligations are backed by the full faith and credit of the
United
States;
(ii) repurchase
agreements on
obligations specified
in clause (i)
maturing
not more than one
month from the date of
acquisition
thereof,
provided
that the unsecured short-term debt obligations of the party
agreeing
to repurchase such obligations are at the time rated by each
Rating
Agency in its highest short-term rating available;
(iii) federal funds,
certificates of deposit, demand deposits, time
deposits
and bankers' acceptances (which shall each have an original
maturity
of not more than 90 days and, in the case of bankers'
acceptances, shall in
no event have an original maturity of more than 365
days or a
remaining maturity of
more than 30 days)
denominated in United
States
dollars of any U.S. depository institution or trust company
incorporated under the
laws of the United
States or any state thereof or
of any
domestic branch of a foreign depository institution or trust
company;
provided that the debt obligations of such depository
institution
or trust
company at the date of
acquisition
thereof have been rated by
each
Rating Agency in its highest short-term rating available; and,
provided
further that, if the original maturity of such short-term
obligations of a domestic branch of a foreign depository institution or
trust
company shall exceed 30 days, the short-term rating of such
institution shall be
A-1+ in the case of
Standard & Poor's if Standard &
Poor's is
a Rating Agency;
(iv) commercial paper and demand notes (having original maturities
of not
more than 365 days) of any corporation incorporated under the laws
of the
United States or any state thereof which on the date of
acquisition
has been
rated by each Rating
Agency in its
highest short-term rating
available;
provided that such commercial paper shall have a remaining
maturity
of not more than 30 days;
(v) any mutual fund,
money market fund,
common trust fund or other
pooled
investment vehicle,
the assets of which are limited to instruments
that
otherwise would constitute Permitted Investments hereunder and have
been
rated by each Rating Agency in its highest short-term rating
available
(in the case of Standard & Poor's such rating
21
<PAGE>
shall be
either AAAm or AAAm-G), including any such fund that is managed
by the
Trustee or any affiliate of the Trustee or for which the Trustee
or
any of its
affiliates acts as an adviser; and
(vi) other obligations
or securities
that are acceptable to each
Rating
Agency as a Permitted
Investment hereunder and will not reduce the
rating
assigned to any Class of Certificates by such Rating Agency
(without
giving effect to any Certificate Policy (as defined in the
Series
Supplement) in the case of Insured Certificates (as defined in the
Series
Supplement) below the
lower of the
then-current rating
assigned to such
Certificates by such Rating Agency, as evidenced in writing;
provided, however,
no instrument shall be a Permitted Investment if it
represents, either (1)
the right to receive only interest payments with respect
to the underlying debt instrument or (2) the right to receive both
principal and
interest payments
derived from
obligations underlying
such instrument and the
principal and interest payments with respect to such instrument
provide a yield
to maturity greater than 120% of the yield to maturity at par of
such underlying
obligations.
References herein to
the highest rating
available on unsecured
long-term debt shall mean AAA in the case of Standard & Poor's
and Fitch and Aaa
in the case of Moody's, and for purposes of this Agreement, any references
herein to the
highest rating available on unsecured commercial paper and
short-term debt
obligations
shall mean the following: A-1 in the case of
Standard &
Poor's, P-1 in the case of Moody's and F-1 in the case of Fitch;
provided, however,
that any Permitted Investment that is a short-term debt
obligation rated A-1 by Standard & Poor's must satisfy the
following
additional
conditions: (i) the total amount of debt from A-1 issuers must be
limited to the
investment of monthly principal and interest payments (assuming
fully amortizing
collateral); (ii) the
total amount of A-1
investments must not
represent more
than 20% of the
aggregate outstanding
Certificate
Principal Balance of the
Certificates and each investment must not mature beyond 30 days;
(iii) the terms
of the debt must have a predetermined fixed dollar amount of principal due at
maturity that cannot vary; and (iv) if the investments may be liquidated prior
to their maturity or are being relied on to meet a certain yield,
interest must
be tied to a single
interest rate index plus a single fixed spread (if any) and
must move
proportionately with that index. Any Permitted Investment may be
held
by or through the Trustee or its Affiliates.
Permitted
Transferee: Any Transferee of a Class R Certificate, other than
a Disqualified Organization or Non-United States Person.
Person:
Any individual, corporation, limited liability company,
partnership,
joint venture,
association,
joint-stock
company,
trust,
unincorporated organization or government or any agency or
political subdivision
thereof.
Pledged
Amount: With respect to any Pledged
Asset Loan,
the amount of
money remitted
to Combined
Collateral
LLC, at the direction of or for the
benefit of the related Mortgagor.
Pledged
Asset Loan: Any
Mortgage Loan supported by Pledged Assets or such
other collateral,
other than the related Mortgaged Property, set forth in the
Series Supplement.
Pledged
Assets: With respect to any Mortgage Loan, all money, securities,
security entitlements,
accounts, general intangibles, payment intangibles,
instruments, documents, deposit
22
<PAGE>
accounts, certificates
of deposit,
commodities contracts
and other investment
property and other property of whatever kind or description
pledged by
Combined
Collateral LLC as security in respect of any Realized Losses in connection with
such Mortgage Loan up
to the Pledged Amount
for such Mortgage
Loan, and any
related collateral,
or such other
collateral as may be set forth in the Series
Supplement.
Pledged
Asset Mortgage
Servicing Agreement: The Pledged Asset Mortgage
Servicing Agreement,
dated as of February
28, 1996 between MLCC and the Master
Servicer.
Pooling
and Servicing Agreement or Agreement: With respect to any Series,
this Standard Terms together with the related Series
Supplement.
Pool
Stated Principal Balance: As to any Distribution Date, the
aggregate
of the Stated Principal Balances of each Mortgage Loan.
Pool Strip
Rate: With
respect to each
Mortgage Loan, a per annum rate
equal to the excess of (a) the Net Mortgage Rate of such Mortgage Loan over
(b)
the Discount Net Mortgage Rate (but not less than 0.00%) per
annum.
Prepayment
Distribution Trigger: With respect to any Distribution Date and
any Class of Subordinate Certificates (other than the Class M-1
Certificates), a
test that shall be satisfied if the fraction (expressed as a percentage)
equal
to the sum of the Certificate Principal Balances of such Class and
each Class of
Subordinate Certificates with a Lower Priority than such Class
immediately prior
to such Distribution
Date divided by the
aggregate Stated Principal Balance of
all of the Mortgage Loans (or related REO Properties) immediately prior to such
Distribution Date is
greater than or equal
to the sum of the
related Initial
Subordinate Class Percentages of such Classes of Subordinate
Certificates.
Prepayment
Interest Shortfall: As to any Distribution Date and any
Mortgage Loan (other than a Mortgage Loan relating to an REO
Property) that was
the subject of (a) a
Principal Prepayment in Full during the portion of the
related Prepayment
Period that falls during the prior calendar month, an amount
equal to the
excess of one month's interest at the Net Mortgage Rate (or
Modified Net
Mortgage Rate in the case of a Modified Mortgage Loan) on the
Stated Principal
Balance of such
Mortgage Loan over the amount of interest
(adjusted to the Net Mortgage Rate (or Modified Net Mortgage Rate
in the case of
a Modified Mortgage
Loan)) paid by the
Mortgagor for such month to the date of
such Principal Prepayment in Full or (b) a Curtailment during the
prior calendar
month, an amount
equal to one month's
interest at the Net
Mortgage Rate (or
Modified Net
Mortgage Rate in the case of a Modified Mortgage Loan) on the
amount of such Curtailment.
Prepayment
Period: As to any Distribution Date and Principal Prepayment in
Full, the period
commencing on the 16th
day of the month prior to the month in
which that
Distribution Date
occurs and ending on the 15th day of the month in
which such Distribution Date occurs.
Primary
Insurance Policy: Each primary policy of mortgage guaranty
insurance or any replacement policy therefor referred to in Section
2.03(b)(iv)
and (v).
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Principal
Only Certificates: A Class of Certificates not entitled to
payments of interest,
and more specifically
designated
as such in the
Series
Supplement.
Principal
Prepayment:
Any payment of
principal or other recovery on a
Mortgage Loan,
including a recovery that takes the form of Liquidation
Proceeds
or Insurance Proceeds,
which is received in
advance of its
scheduled Due Date
and is not accompanied
by an amount as to interest representing scheduled
interest on such
payment due on any date or dates in any month or months
subsequent to the month of prepayment.
Principal
Prepayment
in Full: Any Principal Prepayment of the entire
principal balance of a Mortgage Loan that is made by the
Mortgagor.
Program
Guide: Collectively,
the Client Guide and
the Servicer Guide for
Residential Funding's Expanded Criteria Mortgage Program.
Purchase
Price: With respect to any Mortgage Loan (or REO Property)
required to be or
otherwise purchased
on any date
pursuant to Section
2.02,
2.03, 2.04 or
4.07, an amount equal to the sum of (i) 100% of the Stated
Principal Balance thereof plus the principal portion of any related
unreimbursed
Advances and (ii)
unpaid accrued
interest at the
Adjusted Mortgage
Rate (or
Modified Net Mortgage Rate plus the rate per annum at which the
Servicing Fee is
calculated in the case of a Modified Mortgage Loan) (or at the Net
Mortgage Rate
(or Modified Net Mortgage Rate in the case of a Modified
Mortgage Loan) in the
case of a purchase made by the Master Servicer) on the Stated
Principal Balance
thereof to the Due
Date in the Due Period
related to the Distribution Date
occurring in the month
following the month of purchase from the Due Date to
which interest was last paid by the Mortgagor.
Qualified
Substitute
Mortgage Loan: A Mortgage Loan substituted by
Residential Funding or
the Company for a Deleted Mortgage Loan which must, on
the date of such substitution, as confirmed in an Officers' Certificate
delivered to the Trustee, with a copy to the Custodian,
(i)
have
an outstanding principal balance, after deduction of the
principal portion
of the monthly payment due in the month of
substitution (or in
the case of a
substitution
of more than one
Mortgage Loan for a Deleted Mortgage Loan, an aggregate
outstanding
principal balance,
after such deduction), not in excess of the
Stated Principal Balance of the Deleted Mortgage Loan (the amount
of
any shortfall
to be deposited by Residential Funding in the
Custodial Account in the month of substitution);
(ii)
have a Mortgage
Rate and a Net
Mortgage Rate no lower
than and not
more than 1% per
annum higher than the Mortgage Rate and Net
Mortgage Rate, respectively, of the Deleted Mortgage Loan as of
the
date of substitution;
(iii) have
a Loan-to-Value
Ratio at the time of
substitution
no higher
than that of the Deleted Mortgage Loan at the time of
substitution;
(iv)
have a remaining
term to stated
maturity not greater
than (and not
more than one year less than) that of the Deleted Mortgage
Loan;
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<PAGE>
(v)
comply with each
representation
and warranty set forth
in Sections
2.03 and 2.04 hereof and Section 4 of the Assignment Agreement;
and
(vi)
have a Pool Strip Rate
equal to or greater
than that of the Deleted
Mortgage Loan.
Notwithstanding any
other provisions
herein, (x) with respect to any Qualified
Substitute Mortgage
Loan substituted
for a Deleted
Mortgage Loan which
was a
Discount Mortgage Loan, such Qualified Substitute Mortgage Loan shall be
deemed
to be a Discount
Mortgage Loan and to have a Discount
Fraction equal to the
Discount Fraction
of the Deleted
Mortgage Loan and (y) in the event that
the
"Pool Strip
Rate" of any
Qualified Substitute Mortgage Loan as calculated
pursuant to the
definition of "Pool
Strip Rate" is greater than the Pool Strip
Rate of the related Deleted Mortgage Loan
(i)
the Pool Strip
Rate of such Qualified Substitute Mortgage Loan shall
be equal to the Pool Strip Rate of the related Deleted Mortgage
Loan
for purposes of
calculating the
Pass-Through Rate on
the Class A-V
Certificates and
(ii)
the excess of the Pool Strip Rate on such Qualified Substitute
Mortgage Loan as
calculated
pursuant to the
definition
of "Pool
Strip Rate" over the Pool Strip Rate on the related Deleted
Mortgage
Loan shall be
payable to the Class R Certificates pursuant to
Section 4.02 hereof.
Rating
Agency: Each of the statistical credit rating agencies specified
in
the Preliminary Statement of the Series Supplement. If any agency
or a successor
is no longer in
existence, "Rating
Agency" shall be such
statistical
credit
rating agency, or other comparable Person, designated by the Company, notice
of
which designation shall be given to the Trustee and the Master
Servicer.
Realized
Loss: With respect to
each Mortgage Loan (or REO Property):
(a)
as to which a
Cash Liquidation or
REO Disposition has occurred, an
amount
(not less than zero) equal to (i) the Stated Principal
Balance of the
Mortgage Loan (or REO
Property) as of the date of
Cash Liquidation
or REO Disposition, plus (ii) interest (and REO
Imputed Interest, if any) at the Net Mortgage Rate from the Due
Date
as to which interest was last paid or advanced to
Certificateholders
up to the Due Date in the Due Period related to the Distribution
Date on which such
Realized Loss will be allocated pursuant to
Section 4.05 on the Stated Principal Balance of such Mortgage Loan
(or REO Property)
outstanding
during each Due Period that such
interest was not paid or advanced, minus (iii) the proceeds, if
any,
received during
the month in which
such Cash Liquidation
(or REO
Disposition) occurred,
to the extent applied as recoveries of
interest at the Net
Mortgage Rate and to
principal of the Mortgage
Loan, net of the portion thereof reimbursable to the Master
Servicer
or any Subservicer
with respect to related Advances, Servicing
Advances or other
expenses as to which the Master Servicer or
Subservicer is entitled to reimbursement thereunder but which have
not been previously reimbursed,
25
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(b)
which is the
subject of a Servicing Modification, (i) (1) the amount
by which the interest
portion of a Monthly Payment or the principal
balance of such
Mortgage Loan was reduced or (2) the sum of any
other amounts
owing under the
Mortgage Loan that were forgiven and
that constitute
Servicing Advances that are reimbursable to the
Master Servicer
or a Subservicer, and (ii) any such amount with
respect to a Monthly
Payment that was or would have been due in the
month
immediately
following the
month in which a Principal
Prepayment or the
Purchase Price of such
Mortgage Loan is received
or is deemed to have been received,
(c)
which
has become the subject of a Deficient Valuation, the
difference between
the principal balance of the Mortgage Loan
outstanding
immediately prior to
such Deficient
Valuation and the
principal balance of
the Mortgage Loan as
reduced by the Deficient
Valuation, or
(d)
which has become
the object of a Debt Service Reduction, the amount
of such Debt Service Reduction.
Notwithstanding the
above, neither a
Deficient Valuation
nor a Debt
Service
Reduction shall be
deemed a Realized Loss hereunder so long as the Master
Servicer has
notified the Trustee in writing that the Master Servicer is
diligently pursuing
any remedies that may exist in connection with the
representations and
warranties
made regarding the related Mortgage Loan and
either (A) the related
Mortgage Loan is not
in default with regard to payments
due thereunder or (B)
delinquent
payments of principal
and interest under the
related Mortgage
Loan and any premiums on any applicable primary hazard
insurance policy and
any related escrow
payments in respect of
such Mortgage
Loan are being advanced on a current basis by the Master Servicer or a
Subservicer, in either case without giving effect to any Debt
Service Reduction.
To the extent the Master Servicer receives Subsequent Recoveries
with respect to
any Mortgage Loan, the amount of the Realized Loss with respect to
that Mortgage
Loan will be reduced to the extent such recoveries are applied to reduce the
Certificate Principal
Balance of any Class
of Certificates on any Distribution
Date.
Record
Date: With respect to each Distribution Date, the close of
business
on the last Business
Day of the month
next preceding the month in which the
related Distribution Date occurs.
Regular
Certificate:
Any of the Certificates other than a Class R
Certificate.
Regulation
AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB),
17 C.F.R. ss.ss.229.1100-229.1123, as such may be amended from time
to time, and
subject to such
clarification and
interpretation as have
been provided by the
Commission in the adopting release (Asset-Backed Securities, Securities Act
Release No. 33-8518,
70 Fed. Reg.
1,506, 1,531 (January 7, 2005)) or by the
staff of the
Commission, or as may
be provided by the
Commission or its staff
from time to time.
Reimbursement Amounts: As defined in Section 3.22.
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REMIC: A
"real estate mortgage
investment conduit"
within the meaning of
Section 860D of the Code.
REMIC
Administrator:
Residential
Funding Company, LLC. If Residential
Funding Company, LLC is found by a court of competent jurisdiction to no longer
be able to fulfill its obligations as REMIC Administrator under this Agreement
the Master
Servicer or Trustee acting as Master Servicer shall appoint a
successor REMIC Administrator, subject to assumption of the REMIC
Administrator
obligations under this Agreement.
REMIC
Provisions:
Provisions
of the federal
income tax law
relating to
real estate mortgage investment conduits, which appear at Sections 860A
through
860G of Subchapter
M of Chapter 1 of the
Code, and related provisions, and
temporary and final
regulations (or, to the extent not inconsistent with such
temporary or final
regulations, proposed
regulations) and
published rulings,
notices and
announcements
promulgated
thereunder, as the
foregoing may be in
effect from time to time.
REO
Acquisition:
The acquisition by the
Master Servicer on behalf of the
Trustee for the benefit of the Certificateholders of any REO Property pursuant
to Section 3.14.
REO
Disposition:
As to any REO
Property, a
determination by the
Master
Servicer that it has received all Insurance Proceeds, Liquidation Proceeds, REO
Proceeds and other payments and recoveries (including proceeds of a final
sale)
which the Master
Servicer expects to be
finally recoverable
from the sale or
other disposition of the REO Property.
REO
Imputed Interest:
As to any REO
Property, for any
period, an amount
equivalent to interest (at the Net Mortgage Rate that would have
been applicable
to the related
Mortgage Loan had it been outstanding) on the unpaid
principal
balance of the
Mortgage Loan as of
the date of
acquisition thereof
for such
period.
REO
Proceeds: Proceeds,
net of expenses,
received in respect of
any REO
Property (including, without limitation, proceeds from the rental
of the related
Mortgaged Property
or, with respect to a Cooperative Loan, the related
Cooperative Apartment)
which proceeds are required to be deposited
into the
Custodial Account only upon the related REO Disposition.
REO
Property: A Mortgaged Property acquired by the Master Servicer
through
foreclosure or deed
in lieu of
foreclosure
in connection with a defaulted
Mortgage Loan.
Reportable
Modified Mortgage Loan: Any Mortgage Loan that (i) has
been
subject to an interest rate reduction, (ii) has been subject to a
term extension
or (iii) has had amounts owing on such Mortgage Loan capitalized by adding such
amount to the Stated Principal Balance of such Mortgage Loan;
provided, however,
that a Mortgage
Loan modified in accordance with clause (i) above for a
temporary period
shall not be a Reportable Modified Mortgage Loan if such
Mortgage Loan has not been delinquent in payments of
principal and interest for
six months since the date of such modification if that interest rate
reduction
is not made permanent thereafter.
Request
for Release: A request for release, the forms of which are
attached as Exhibit F hereto, or an electronic request in a form acceptable
to
the Custodian.
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Required
Insurance Policy: With respect to any Mortgage Loan, any
insurance policy which is required to be maintained from time to
time under this
Agreement, the Program Guide or the related Subservicing Agreement
in respect of
such Mortgage Loan.
Required
Surety Payment:
With respect to any
Additional Collateral
Loan
that becomes a Liquidated Mortgage Loan, the lesser of (i) the
principal portion
of the Realized Loss with respect to such Mortgage Loan and (ii)
the excess, if
any, of (a) the amount of Additional Collateral required at origination with
respect to
such Mortgage Loan over (b) the net proceeds realized by the
Subservicer from the related Additional Collateral.
Residential Funding:
Residential Funding Company, LLC, a Delaware limited
liability company,
in its capacity as seller of the Mortgage Loans to the
Company and any successor thereto.
Responsible Officer: When used with respect to the Trustee, any
officer of
the Corporate
Trust Department of the Trustee, including any Senior Vice
President, any Vice
President,
any Assistant
Vice President, any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any
other officer of
the Trustee customarily performing functions similar to those
performed by any
of the above designated officers to whom, with respect to
a particular
matter,
such matter
is referred, in each case with direct responsibility for the
administration of the Agreement.
Retail
Certificates:
A Senior Certificate, if any, offered in smaller
minimum denominations than other Senior Certificates, and designated as such in
the Series Supplement.
Schedule
of Discount Fractions:
The schedule
setting forth the
Discount
Fractions with respect to the Discount Mortgage Loans, attached as
an exhibit to
the Series Supplement.
Securitization
Transaction: Any
transaction
involving a sale or other
transfer of
mortgage loans directly or indirectly to an issuing entity in
connection with an issuance of publicly offered or privately placed, rated or
unrated mortgage-backed securities.
Security
Agreement:
With respect to a
Cooperative
Loan, the agreement
creating a
security interest in favor of the originator in the related
Cooperative Stock.
Seller: As
to any Mortgage Loan, a Person, including any Subservicer, that
executed a Seller's Agreement applicable to such Mortgage Loan.
Seller's
Agreement: An
agreement for the origination and sale of Mortgage
Loans generally in the form of the Seller Contract referred to or contained in
the Program
Guide, or in such other form as has been
approved by the Master
Servicer and the Company, each containing representations and warranties in
respect of one or more Mortgage Loans consistent in all material
respects with
those set forth in the Program Guide.
Senior
Accelerated
Distribution
Percentage:
With
respect to any
Distribution Date
occurring on or prior to the 60th Distribution Date and, with
respect to any Mortgage Pool comprised of two or more Loan Groups, any Loan
Group, 100%. With
respect to any Distribution Date thereafter and any such Loan
Group, if applicable, as follows:
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<PAGE>
(i) for any Distribution Date after the 60th Distribution Date but
on or
prior to the 72nd
Distribution Date, the
related Senior Percentage
for such
Distribution Date plus 70% of the related Subordinate Percentage
for such
Distribution Date;
(ii) for any Distribution Date after the 72nd Distribution
Date but
on or
prior to the 84th
Distribution Date, the
related Senior Percentage
for such
Distribution Date plus 60% of the related Subordinate Percentage
for such
Distribution Date;
(iii) for any Distribution Date after the 84th Distribution Date
but
on or
prior to the 96th
Distribution Date, the
related Senior Percentage
for such
Distribution Date plus 40% of the related Subordinate Percentage
for such
Distribution Date;
(iv) for any Distribution Date after the 96th Distribution
Date but
on or
prior to the 108th
Distribution Date, the related Senior Percentage
for such
Distribution Date plus 20% of the related Subordinate Percentage
for such
Distribution Date; and
(v) for any Distribution Date thereafter, the Senior Percentage for
such
Distribution Date;
provided, however,
(i) that
any scheduled
reduction to the Senior Accelerated Distribution
Percentage described
above shall not occur as of any Distribution Date unless
either
(a)(1)(X) the
outstanding principal
balance of the
Mortgage Loans
delinquent
60 days or more (including Mortgage Loans which are in
foreclosure, have been foreclosed or otherwise liquidated, or with
respect
to which
the Mortgagor is in
bankruptcy and any REO
Property) averaged
over the
last six months, as a
percentage of the
aggregate outstanding
Certificate Principal
Balance of the
Subordinate
Certificates, is
less
than
50% or (Y) the
outstanding
principal balance of Mortgage Loans
delinquent
60 days or more (including Mortgage Loans which are in
foreclosure, have been foreclosed or otherwise liquidated, or with
respect
to which
the Mortgagor is in
bankruptcy and any REO
Property) averaged
over the
last six months, as a
percentage of the
aggregate outstanding
principal
balance of all Mortgage Loans averaged over the last six
months,
does not
exceed 2% and (2) Realized Losses on the Mortgage
Loans to date
for such
Distribution Date if occurring during the sixth, seventh,
eighth,
ninth or
tenth year (or any year thereafter) after the Closing Date are
less than
30%, 35%, 40%, 45% or 50%, respectively, of the sum of the
Initial
Certificate Principal Balances of the Subordinate Certificates
or
(b)(1) the
outstanding
principal
balance
of Mortgage Loans
delinquent
60 days or more (including Mortgage Loans which are in
foreclosure, have been foreclosed or otherwise liquidated, or with
respect
to which
the Mortgagor is in
bankruptcy and any REO
Property) averaged
over the
last six months, as a
percentage of the
aggregate outstanding
principal
balance of all Mortgage Loans averaged over the last six
months,
does not
exceed 4% and (2) Realized Losses on the Mortgage
Loans to date
for such
Distribution
Date, if occurring during the sixth, seventh,
eighth,
ninth or tenth year
(or any year
thereafter) after the
Closing
Date are
less than 10%, 15%, 20%, 25% or 30%,
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<PAGE>
respectively, of the
sum of the Initial Certificate Principal Balances of
the
Subordinate Certificates, and
(ii) that
for any Distribution
Date on which the
Senior Percentage is
greater than
the Senior Percentage as of the Closing Date, the Senior
Accelerated
Distribution
Percentage for such
Distribution Date shall be 100%,
or, if the
Mortgage Pool is comprised of two or more Loan Groups, for any
Distribution Date on
which the weighted
average of the Senior
Percentages for
each Loan Group,
weighted on the basis of the Stated Principal Balances of the
Mortgage Loans in the related Loan Group (excluding the Discount
Fraction of the
Discount Mortgage
Loans in such Loan Group) exceeds the weighted average of the
initial Senior Percentages (calculated on such basis) for
each Loan Group, each
of the Senior
Accelerated
Distribution
Percentages for such Distribution Date
will equal 100%.
Notwithstanding the foregoing, upon the reduction of the
Certificate
Principal
Balances of
the related Senior Certificates (other than the Class A-P
Certificates, if any)
to zero, the
related Senior Accelerated Distribution
Percentage shall thereafter be 0%.
Senior
Certificate: As
defined in the Series Supplement.
Senior
Percentage: As defined in the Series Supplement.
Senior
Support Certificate: A
Senior Certificate that provides additional
credit enhancement
to certain other classes of Senior Certificates and
designated as such in the Preliminary Statement of the Series
Supplement.
Series:
All of the Certificates issued pursuant to a Pooling and
Servicing
Agreement and bearing the same series designation.
Series
Supplement:
The agreement into which this Standard Terms is
incorporated and pursuant to which, together with this Standard Terms,
a Series
of Certificates is issued.
Servicing
Accounts: The account or accounts created and maintained
pursuant to Section 3.08.
Servicing
Criteria: The
"servicing criteria" set forth in Item 1122(d) of
Regulation AB, as such may be amended from time to time.
Servicing Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in connection with a default,
delinquency or
other unanticipated
event by the Master Servicer or a Subservicer in the
performance of its
servicing obligations,
including,
but not limited to,
the
cost of (i) the preservation, restoration and protection of a
Mortgaged Property
or, with respect to a Cooperative Loan, the related Cooperative
Apartment, (ii)
any enforcement or judicial proceedings, including foreclosures,
including any
expenses incurred
in relation to any such proceedings that result from the
Mortgage Loan being
registered on the MERS
System, (iii) the
management
and
liquidation of any REO Property, (iv) any mitigation procedures
implemented in
accordance with
Section 3.07, and (v)
compliance with the
obligations
under
Sections 3.01, 3.08, 3.11, 3.12(a) and 3.14, including, if the Master Servicer
or any Affiliate of the Master Servicer provides services such as
appraisals and
brokerage services that are
30
<PAGE>
customarily provided
by Persons other than servicers of mortgage loans,
reasonable compensation for such services.
Servicing
Advance Reimbursement Amounts: As defined in Section 3.22.
Servicing
Fee: With respect to
any Mortgage Loan and
Distribution Date,
the fee payable
monthly to the Master
Servicer in respect of master servicing
compensation that
accrues at an annual rate designated on the Mortgage Loan
Schedule as the "MSTR SERV FEE" for such Mortgage Loan, as may be adjusted with
respect to successor Master Servicers as provided in Section
7.02.
Servicing
Modification:
Any reduction of the interest rate on or the
outstanding principal
balance of a Mortgage
Loan, any extension of the final
maturity date of a Mortgage Loan, and any increase to the
outstanding
principal
balance of a Mortgage
Loan by adding to the
Stated Principal
Balance unpaid
principal and interest and other amounts owing under the Mortgage
Loan, in each
case pursuant to a
modification of a
Mortgage Loan that is in default, or for
which, in the judgment of the Master Servicer, default is
reasonably foreseeable
in accordance with Section 3.07(a).
Servicing
Officer: Any officer of the Master
Servicer involved in, or
responsible for, the
administration
and servicing of the
Mortgage Loans whose
name and specimen
signature appear on a list of servicing officers furnished to
the Trustee
by the Master Servicer, as such list may from time to time be
amended.
Sharia
Mortgage Loan: A declining balance co-ownership transaction,
structured so as to comply with Islamic religious law.
Sharia
Mortgage Loan
Co-Ownership
Agreement: The
agreement that defines
the relationship
between the consumer and co-owner and the parties' respective
rights under a Sharia
Mortgage Loan,
including their
respective
rights with
respect to the indicia of ownership of the related Mortgaged
Property.
Sharia
Mortgage Loan Security Instrument: The mortgage, security
instrument or other comparable instrument creating a first lien
on an estate in
fee simple or leasehold interest in real property securing an
Obligation to Pay.
Special
Hazard Loss:
Any Realized
Loss not in excess of
the cost of the
lesser of repair or replacement of a Mortgaged Property (or, with respect to
a
Cooperative Loan, the related Cooperative Apartment) suffered by such
Mortgaged
Property (or
Cooperative
Apartment)
on account of direct physical loss,
exclusive of (i) any
loss of a type
covered by a hazard policy or a flood
insurance policy required to be maintained in respect of such
Mortgaged Property
pursuant to Section
3.12(a), except to the extent of the
portion of such loss
not covered as a result of any coinsurance provision and (ii) any
Extraordinary
Loss.
Standard
& Poor's: Standard
& Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., or its successor in interest.
31
<PAGE>
Stated
Principal Balance: With respect to any Mortgage Loan or related
REO
Property, as of any
Distribution
Date, (i) the sum of (a) the
Cut-off Date
Principal Balance of
the Mortgage Loan plus
(b) any amount by which the Stated
Principal Balance
of the Mortgage Loan has been increased pursuant to a
Servicing
Modification, minus
(ii) the sum of (a) the principal portion of the
Monthly Payments due
with respect to such Mortgage Loan or REO Property during
each Due Period ending with the Due Period related to the previous
Distribution
Date which were
received or with respect to which an Advance was made, and (b)
all Principal
Prepayments
with respect to such
Mortgage Loan or REO Property,
and all Insurance Proceeds, Liquidation Proceeds and REO Proceeds,
to the extent
applied by the Master
Servicer as recoveries
of principal in
accordance with
Section 3.14 with respect to such Mortgage Loan or REO Property, in each case
which were distributed
pursuant to Section
4.02 on any previous
Distribution
Date, and (c) any
Realized Loss
allocated to
Certificateholders
with respect
thereto for any previous Distribution Date.
Subclass:
With respect to the Class A-V Certificates, any Subclass
thereof
issued pursuant
to Section
5.01(c). Any such Subclass will represent the
Uncertificated REMIC
Regular Interest or Interests Z specified
by the initial
Holder of the Class A-V Certificates pursuant to Section
5.01(c).
Subordinate
Certificate: Any one
of the Class M Certificates or Class B
Certificates, executed
by the Trustee and authenticated by the Certificate
Registrar
substantially in the
form annexed hereto as Exhibit B and Exhibit C,
respectively.
Subordinate Class
Percentage:
With respect to any
Distribution Date and
any Class of Subordinate Certificates, a fraction, expressed as a percentage,
the numerator of which is the aggregate Certificate Principal Balance of such
Class of Subordinate Certificates immediately prior to such date and the
denominator of which
is the aggregate
Stated Principal
Balance of all of
the
Mortgage Loans (or
related REO
Properties)
(other than the
related Discount
Fraction of each Discount Mortgage Loan) immediately prior
to such Distribution
Date.
Subordinate
Percentage: As of any
Distribution Date and, with respect to
any Mortgage Pool
comprised of two or
more Loan Groups, any
Loan Group, 100%
minus the related Senior Percentage as of such Distribution
Date.
Subsequent
Recoveries:
As of any Distribution
Date, amounts received
by
the Master Servicer
(net of any related
expenses permitted to be reimbursed
pursuant to Section
3.10) or surplus
amounts held by the Master Servicer to
cover estimated expenses (including, but not limited to, recoveries in
respect
of the representations and warranties made by the related Seller
pursuant to the
applicable Seller's
Agreement and assigned
to the Trustee
pursuant to Section
2.04) specifically
related to a Mortgage
Loan that was the
subject of a Cash
Liquidation or an REO Disposition prior to the related Prepayment Period that
resulted in a Realized Loss.
Subserviced Mortgage
Loan: Any Mortgage Loan that, at the time of
reference thereto, is subject to a Subservicing Agreement.
Subservicer: Any
Person with whom the Master Servicer has entered into a
Subservicing Agreement and who generally satisfied the requirements
set forth in
the Program Guide in
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respect of the
qualification of a Subservicer as of the date of its approval
as
a Subservicer by the Master Servicer.
Subservicer Advance: Any delinquent installment of principal and
interest
on a Mortgage Loan
which is advanced by
the related
Subservicer
(net of its
Subservicing Fee) pursuant to the Subservicing Agreement.
Subservicing
Account: An
account established by a Subservicer in
accordance with Section 3.08.
Subservicing
Agreement: The written
contract between the Master Servicer
and any Subservicer relating to servicing and administration of
certain Mortgage
Loans as provided
in Section 3.02, generally in the form of the servicer
contract referred to
or contained in the Program Guide or in such other form as
has been approved
by the Master
Servicer and the Company. With respect to
Additional Collateral
Loans subserviced by MLCC, the
Subservicing
Agreement
shall also include the Addendum and Assignment Agreement and the Pledged
Asset
Mortgage Servicing Agreement. With respect to any Pledged Asset
Loan subserviced
by GMAC Mortgage,
LLC, the Addendum and Assignment Agreement, dated as of
November 24, 1998,
between the Master Servicer and GMAC Mortgage, LLC, as such
agreement may be amended from time to time.
Subservicing Fee: As
to any Mortgage Loan, the fee payable monthly to the
related Subservicer
(or, in the case of a Nonsubserviced Mortgage Loan, to the
Master Servicer) in respect of subservicing and other compensation that accrues
at an annual rate equal to the excess of the Mortgage Rate borne by the related
Mortgage Note over the
rate per annum
designated on the Mortgage Loan Schedule
as the "CURR NET" for such Mortgage Loan.
Successor
Master Servicer: As defined in Section 3.22.
Surety:
Ambac, or its
successors in interest, or such other surety as may
be identified in the Series Supplement.
Surety
Bond: The Limited Purpose Surety Bond (Policy No. AB0039BE),
dated
February 28, 1996 in respect to Mortgage Loans originated by MLCC,
or the Surety
Bond (Policy No.
AB0240BE), dated March
17, 1999 in respect to Mortgage Loans
originated by Novus Financial Corporation, in each case issued by Ambac for
the
benefit of certain
beneficiaries,
including the Trustee for the benefit of the
Holders of the Certificates, but only to the extent that such
Surety Bond covers
any Additional
Collateral Loans, or such other Surety Bond as may be
identified
in the Series Supplement.
Tax
Returns: The federal
income tax return on
Internal Revenue
Service
Form 1066, U.S.
Real Estate
Mortgage Investment Conduit Income Tax Return,
including Schedule Q
thereto, Quarterly
Notice to Residual Interest Holders of
REMIC Taxable Income or Net Loss Allocation, or any successor
forms, to be filed
on behalf of any REMIC
formed under the Series Supplement and under the REMIC
Provisions, together with any and all other information, reports or
returns that
may be required to be
furnished to the Certificateholders or filed with the
Internal Revenue
Service or any other
governmental taxing
authority under any
applicable provisions of federal, state or local tax laws.
33
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Transaction Party: As
defined in Section 12.02(a).
Transfer:
Any direct or indirect transfer, sale, pledge, hypothecation or
other form of assignment of any Ownership Interest in a
Certificate.
Transferee: Any Person who is acquiring by Transfer any Ownership
Interest
in a Certificate.
Transferor: Any Person
who is disposing
by Transfer of any Ownership
Interest in a Certificate.
Trust
Fund: The segregated pool of assets related to a Series, with
respect to which one or more REMIC elections are to be made pursuant to this
Agreement, consisting of:
(i) the Mortgage Loans and the related Mortgage Files and
collateral
securing
such Mortgage Loans,
(ii) all payments
on and collections in respect of the Mortgage
Loans due
after the Cut-off Date
as shall be on deposit in the Custodial
Account or
in the Certificate
Account and identified
as belonging to the
Trust
Fund, including
the proceeds
from the liquidation of Additional
Collateral
for any Additional
Collateral
Loan or Pledged Assets
for any
Pledged
Asset Loan, but not
including amounts on deposit in the
Initial
Monthly
Payment Fund,
(iii) property
that secured a Mortgage Loan and that has been
acquired
for the benefit of the
Certificateholders by foreclosure or deed
in lieu of
foreclosure,
(iv) the
hazard insurance
policies and Primary Insurance Policies,
if any,
the Pledged Assets
with respect to each Pledged Asset Loan, and
the
interest in the Surety
Bond transferred
to the Trustee
pursuant to
Section
2.01, and
(v) all proceeds of clauses (i) through (iv) above.
Trustee
Information: As
specified in Section 12.05(a)(i)(A).
Uninsured
Cause: Any cause of damage to
property subject to a Mortgage
such that the complete restoration of such property is not fully
reimbursable by
the hazard insurance policies.
United
States Person or U.S. Person: (i) A citizen or resident of the
United States,
(ii) a corporation, partnership or other entity treated as a
corporation or
partnership
for United
States federal income tax purposes
organized in or under the laws of the United States or any state thereof or
the
District of Columbia (unless, in the case of a partnership,
Treasury regulations
provide otherwise),
provided that, for
purposes solely of the
restrictions on
the transfer of residual interests, no partnership or other entity
treated as a
partnership for United
States federal income tax purposes shall be treated as a
United States Person
or U.S. Person unless
all persons that own an interest in
such partnership
either directly or indirectly through any chain of entities no
one of which is a corporation for United States federal income
tax purposes are
required by the
applicable operating
agreement to be United
States Persons,
(iii) an estate the income of
34
<PAGE>
which is includible in
gross income for United States tax purposes, regardless
of its source, or (iv)
a trust if a court
within the United
States is able to
exercise primary
supervision over the
administration
of the trust and one
or
more United States persons have authority to control all
substantial
decisions
of the trust.
Notwithstanding the preceding sentence, to the extent provided
in
Treasury regulations,
certain Trusts in existence on August 20, 1996, and
treated as United States persons prior to such date,
that elect to continue
to
be treated as United States persons will also be a U.S. Person.
U.S.A.
Patriot Act: Uniting and Strengthening America by Providing
Appropriate Tools to Intercept and Obstruct Terrorism Act of 2001,
as amended.
Voting
Rights: The portion of the voting rights of all of the
Certificates
which is allocated to
any Certificate,
and more specifically designated in
Article XI of the Series Supplement.
Section
1.02. Use of Words and Phrases.
"Herein,"
"hereby," "hereunder," `hereof," "hereinbefore," "hereinafter"
and other equivalent
words refer to the
Pooling and Servicing
Agreement as a
whole. All references herein to Articles, Sections or Subsections
shall mean the
corresponding
Articles, Sections and
Subsections in the
Pooling and Servicing
Agreement. The
definitions
set forth herein
include both the singular and the
plural.
References
in the Pooling and
Servicing Agreement to "interest" on and
"principal" of the
Mortgage Loans shall mean, with respect to the Sharia
Mortgage Loans,
amounts in respect profit payments and acquisition payments,
respectively.
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Article II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section
2.01. Conveyance of Mortgage Loans.
(a) The
Company, concurrently with the execution and delivery hereof,
does
hereby assign to the Trustee for the benefit of the Certificateholders without
recourse all the right, title and interest of the Company in and to
the Mortgage
Loans, including all
interest and principal
received on or with respect to the
Mortgage Loans after
the Cut-off Date
(other than payments
of principal
and
interest due on the
Mortgage Loans in the month of the Cut-off Date). In
connection with such transfer and assignment, the Company does
hereby deliver to
the Trustee the Certificate Policy (as defined in the Series
Supplement), if any
for the benefit of the Holders of the Insured Certificates (as defined in the
Series Supplement).
(b) In
connection
with such assignment, except as set forth in Section
2.01(c) and subject to Section 2.01(d) below, the Company does hereby (1)
with
respect to each
Mortgage Loan (other than a Cooperative Loan or a Sharia
Mortgage Loan),
deliver to the Master
Servicer (or an
Affiliate of the Master
Servicer) each of the documents or instruments described in clause
(I)(ii) below
(and the Master
Servicer shall hold (or cause such Affiliate to hold) such
documents or
instruments
in trust for the use
and benefit of all
present and
future
Certificateholders),
(2) with respect to each MOM Loan, deliver to and
deposit with the
Trustee, or the Custodian on behalf of the Trustee, the
documents or
instruments described
in clauses (I)(i) and
(v) below, (3)
with
respect to each
Mortgage Loan that is
not a MOM Loan but is
registered on the
MERS(R) System,
deliver to and deposit with the Trustee, or to the Custodian on
behalf of the Trustee, the documents or instruments described in
clauses (I)(i),
(iv) and (v) below,
(4) with respect to
each Mortgage
Loan that is not a
MOM
Loan and is not
registered on the MERS(R) System, deliver to and deposit with
the Trustee, or to the
Custodian on behalf of
the Trustee,
the documents or
instruments described in clauses (I)(i), (iii), (iv) and (v) below,
and (5) with
respect to each
Cooperative
Loan and Sharia Mortgage Loan, deliver to and
deposit with the
Trustee, or to the
Custodian on behalf of the Trustee,
the
documents and instruments described in clause (II) and clause (III)
below:
(I)
with respect to each Mortgage Loan so assigned (other than a
Cooperative Loan or a Sharia Mortgage Loan):
(i) The original
Mortgage Note,
endorsed without recourse in blank
or to the
order of the Trustee, and showing an unbroken chain of
endorsements from the originator thereof to the Person endorsing it
to the
Trustee,
or with respect to any
Destroyed Mortgage Note, an original lost
note
affidavit from the related Seller or Residential Funding stating
that
the
original Mortgage Note was lost, misplaced or destroyed, together
with
a copy of
the related Mortgage Note;
(ii) The original
Mortgage, noting the presence of the MIN of
the
Mortgage
Loan and language indicating that the Mortgage Loan is a MOM
Loan
if the
Mortgage
36
<PAGE>
Loan is a
MOM Loan, with evidence of recording indicated thereon or a
copy
of the
Mortgage with evidence of recording indicated thereon;
(iii) The original
Assignment
of the Mortgage to the
Trustee with
evidence
of recording indicated
thereon or a copy of such assignment with
evidence
of recording indicated thereon;
(iv) The original recorded assignment or assignments of the
Mortgage
showing
an unbroken chain of title from the
originator
thereof to the
Person
assigning it to the
Trustee (or to MERS,
if the Mortgage Loan
is
registered
on the MERS(R)
System and noting the
presence of a MIN)
with
evidence
of recordation noted
thereon or attached
thereto, or a copy
of
such
assignment or
assignments of the Mortgage with evidence of recording
indicated
thereon; and
(v) The original
of each modification, assumption agreement or
preferred
loan agreement, if any, relating to such Mortgage Loan or a
copy
of each
modification, assumption agreement or preferred loan agreement
(II) with
respect to each Cooperative Loan so assigned:
(i) The original
Mortgage Note,
endorsed without
recourse to the
order of
the Trustee and showing an unbroken chain of endorsements from
the
originator thereof to the Person endorsing it to the Trustee,
or with
respect to
any Destroyed Mortgage
Note, an original lost
note affidavit
from the
related Seller or Residential Funding stating that the original
Mortgage
Note was lost,
misplaced or
destroyed, together
with a copy of
the
related Mortgage Note;
(ii) A counterpart of
the Cooperative
Lease and the
Assignment of
Proprietary
Lease to the originator of the Cooperative Loan with
intervening
assignments showing
an unbroken chain of title from such
originator
to the Trustee or a copy of such Cooperative Lease and
Assignment
of Proprietary Lease and copies of such intervening
assignments;
(iii) The related
Cooperative Stock
Certificate,
representing the
related
Cooperative
Stock pledged with
respect to such Cooperative Loan,
together
with an undated stock power (or other similar instrument)
executed
in blank or copies thereof;
(iv) The original
recognition agreement
by the Cooperative of
the
interests
of the mortgagee with respect to the related Cooperative Loan
or
a copy
thereof;
(v) The Security Agreement or a copy thereof;
(vi) Copies of the
original UCC-1 financing statement, and any
continuation statements, filed by the originator of such
Cooperative Loan
as secured
party, each with evidence of recording thereof, evidencing the
interest
of the originator under the Security Agreement and the
Assignment
of
Proprietary Lease;
(vii) Copies of the filed UCC-3 assignments of the security
interest
referenced
in clause (vi) above
showing an unbroken
chain of title
from
the
originator to the Trustee,
37
<PAGE>
each with
evidence of recording
thereof, evidencing
the interest of
the
originator
under the Security
Agreement and the Assignment of Proprietary
Lease;
(viii) An executed
assignment of the interest of the originator in
the
Security Agreement, Assignment of Proprietary Lease and the
recognition agreement referenced in clause (iv) above, showing an
unbroken
chain of
title from the originator to the Trustee, or a copy thereof;
(ix) The original of
each modification,
assumption
agreement or
preferred
loan agreement, if
any, relating to such
Cooperative Loan or a
copy
of each modification, assumption agreement or preferred loan
agreement;
and
(x) A duly completed
UCC-1 financing
statement showing the
Master
Servicer
as debtor, the Company as secured party and the Trustee as
assignee
and a duly
completed UCC-1 financing statement showing the
Company
as debtor and the Trustee as secured party, each in a form
sufficient
for filing,
evidencing
the interest of such debtors in the
Cooperative Loans or copies thereof;
(III) with
respect to each Sharia Mortgage Loan so assigned:
(i) The original
Obligation to Pay,
endorsed without
recourse in
blank or
to the order of the
Trustee and
showing an
unbroken chain of
endorsements from the originator thereof to the Person endorsing it
to the
Trustee,
or with respect to any
Destroyed Obligation
to Pay, an original
affidavit
from the related Seller or Residential Funding stating that the
original
Obligation to Pay was lost, misplaced or destroyed, together
with
a copy of
the related Obligation to Pay;
(ii) The original
Sharia Mortgage Loan
Security Instrument,
with
evidence of
recording indicated
thereon or a copy of
the Sharia Mortgage
Loan
Security Instrument with evidence of recording indicated
thereon;
(iii) An original
Assignment and Amendment of Security Instrument,
assigned
to the Trustee with evidence of recording indicated thereon or a
copy of
such Assignment and Amendment of Security Instrument with
evidence
of
recording indicated thereon;
(iv) The original
recorded assignment or
assignments of the Sharia
Mortgage
Loan Security
Instrument showing an unbroken chain of title from
the
originator
thereof to the Person
assigning it to the Trustee with
evidence
of recordation noted
thereon or attached
thereto, or a copy
of
such assignment or assignments of the Sharia Mortgage Loan Security
Instrument
with evidence of recording indicated thereon;
(v) The original
Sharia Mortgage Loan
Co-Ownership Agreement
with
respect
to the related Sharia Mortgage Loan or a copy of such
Sharia
Mortgage
Loan Co-Ownership Agreement; and
(vi) The original of each modification or assumption agreement, if
any,
relating to such
Sharia Mortgage Loan or a copy of each modification
or
assumption agreement.
38
<PAGE>
(c) The
Company may, in lieu of delivering the original of the documents
set forth in Sections 2.01(b)(I)(iii), (iv) and (v), Sections
(b)(II)(ii), (iv),
(vii), (ix) and (x) and Sections 2.01(b)(III)(ii), (iii), (iv), (v)
and (vi) (or
copies thereof) to the
Trustee or to the
Custodian on behalf of
the Trustee,
deliver such documents
to the Master
Servicer, and the
Master Servicer
shall
hold such documents
in trust for the use
and benefit of all present and future
Certificateholders until such time as is set forth in the next
sentence. Within
thirty Business Days following the earlier of (i) the receipt of
the original of
all of the documents or instruments set forth in Sections
2.01(b)(I)(iii),
(iv)
and (v), Sections (b)(II)(ii), (iv), (vii), (ix) and (x) and Sections
2.01(b)(III)(ii), (iii), (iv), (v) and (vi) (or copies thereof) for
any Mortgage
Loan and (ii) a written request by the Trustee to deliver
those documents
with
respect to any or all
of the Mortgage
Loans then being held by the Master
Servicer, the Master
Servicer shall deliver a complete set of such documents to
the Trustee or to the Custodian on behalf of the Trustee.
The parties hereto
agree that it is not intended that any Mortgage Loan be
included in the Trust Fund that is either (i) a "High-Cost Home
Loan" as defined
in the New Jersey Home
Ownership Act effective November 27, 2003, (ii) a
"High-Cost Home Loan"
as defined in the New
Mexico Home Loan
Protection
Act
effective January 1,
2004, (iii) a "High Cost Home Mortgage Loan" as defined in
the Massachusetts
Predatory Home Loan Practices Act effective November 7, 2004
or (iv) a "High-Cost Home Loan" as defined in the Indiana House
Enrolled Act No.
1229, effective as of January 1, 2005.
(d)
Notwithstanding the
provisions of Section 2.01(c), in connection with
any Mortgage Loan, if
the Company cannot
deliver the original of the Mortgage,
any assignment,
modification,
assumption agreement or preferred loan agreement
(or copy thereof as
permitted by Section
2.01(b)) with
evidence of
recording
thereon concurrently
with the execution and
delivery of this Agreement because
of (i) a delay caused
by the public
recording office where such Mortgage,
assignment,
modification,
assumption agreement
or preferred loan agreement as
the case may be, has
been delivered
for recordation, or (ii) a delay in the
receipt of certain information necessary to prepare the related
assignments, the
Company shall
deliver or cause to be delivered to the Trustee or to the
Custodian on
behalf of the Trustee a copy of such Mortgage, assignment,
modification, assumption agreement or preferred loan agreement.
The
Company (i) shall
promptly cause to be recorded in the
appropriate
public office for real
property records the
Assignment
referred to in
clause
(I)(iii) of Section
2.01(b), except (a) in states where, in the opinion of
counsel acceptable to the Trustee and the Master Servicer, such
recording is not
required to protect the Trustee's interests in the Mortgage Loan against the
claim of any
subsequent transferee
or any successor to or creditor of the
Company or the
originator of such Mortgage Loan or (b) if MERS is identified
on
the Mortgage
or on a properly recorded assignment of the Mortgage as the
mortgagee of record
solely as nominee
for the Seller and its
successors
and
assigns, (ii) shall
promptly cause to be filed the Form UCC-3
assignment and
UCC-1 financing
statement
referred
to in clauses (II)(vii) and (x),
respectively, of
Section 2.01(b) and
(iii) shall promptly cause to be recorded
in the appropriate
public recording office for real property records the
Assignment Agreement
and Amendment of Security Instrument referred to in clause
(III)(iii) of Section
2.01(b). If any Assignment, Assignment Agreement and
Amendment of Security
Instrument, Form UCC-3
or Form UCC-1, as applicable, is
lost or returned
unrecorded to the Company because of any defect therein, the
Company shall
prepare a substitute Assignment, Assignment Agreement and
Amendment of Security Instrument, Form
39
<PAGE>
UCC-3 or Form UCC-1, as applicable, or cure such defect, as the
case may be, and
cause such
Assignment
or Assignment Agreement and Amendment of Security
Instrument to be recorded in accordance with this paragraph. The Company shall
promptly deliver or cause to be delivered to the applicable
person described
in
Section 2.01(b), any Assignment, substitute Assignment, Assignment
Agreement and
Amendment of Security Instrument or Form UCC-3 or Form UCC-1, as
applicable, (or
copy thereof)
recorded in
connection
with this paragraph, with evidence of
recording indicated
thereon at the time specified in Section 2.01(c). In
connection with its servicing of Cooperative Loans, the Master
Servicer will use
its best efforts to
file timely
continuation
statements
with regard to
each
financing statement and assignment relating to Cooperative Loans as
to which the
related Cooperative Apartment is located outside of the State of
New York.
If the
Company delivers to
the Trustee or to the
Custodian on behalf
of
the Trustee any Mortgage Note, Obligation to Pay, Assignment Agreement and
Amendment of Security Instrument or Assignment of Mortgage in
blank, the Company
shall, or shall cause the Custodian to, complete the endorsement of
the Mortgage
Note, Obligation
to Pay, Assignment Agreement and Amendment of Security
Instrument and
Assignment of Mortgage in the name of the Trustee in
conjunction
with the Interim
Certification issued
by the Custodian,
as contemplated by
Section 2.02.
In
connection with the
assignment of any Mortgage Loan registered on the
MERS(R) System, the
Company further agrees that it will cause, at the Company's
own expense, within 30
Business Days after the Closing Date, the MERS(R) System
to indicate that such
Mortgage Loans have been assigned by the
Company to the
Trustee in
accordance
with
this Agreement for the benefit of the
Certificateholders by
including (or
deleting, in the case of Mortgage
Loans
which are repurchased
in accordance with this Agreement) in such computer files
(a) the code in the field which identifies the specific Trustee and
(b) the code
in the field "Pool Field" which identifies the series of the
Certificates issued
in connection with such Mortgage Loans. The Company further agrees that it
will
not, and will not permit the Master Servicer to, and the Master
Servicer agrees
that it will not,
alter the codes
referenced in this paragraph with respect to
any Mortgage
Loan during the term of this Agreement unless and until such
Mortgage Loan is repurchased in accordance with the terms of this
Agreement.
(e)
Residential
Funding hereby assigns to the Trustee its security
interest in and to any
Additional Collateral
or Pledged Assets,
its right to
receive amounts due or to become due in respect of any Additional
Collateral or
Pledged Assets pursuant to the related Subservicing Agreement and its rights as
beneficiary under the Surety Bond in respect of any Additional
Collateral Loans.
With respect
to any Additional Collateral Loan or Pledged Asset Loan,
Residential Funding shall cause to be filed in the appropriate
recording office
a UCC-3 statement
giving notice of the assignment of the related security
interest to the Trust Fund and shall thereafter cause the timely filing of all
necessary continuation statements with regard to such financing
statements.
(f) It is
intended that the
conveyance
by the Company to the
Trustee of
the Mortgage
Loans
as provided for in this Section 2.01 be and the
Uncertificated REMIC
Regular Interests, if any (as provided for in Section
2.06), be construed as a sale by the Company to the Trustee of
40
<PAGE>
the Mortgage
Loans and any
Uncertificated
REMIC Regular Interests for the
benefit of the
Certificateholders.
Further, it is not intended that such
conveyance be deemed to be a pledge of the Mortgage Loans and any
Uncertificated
REMIC Regular
Interests by the Company to the Trustee to secure a debt or
other
obligation of the Company. Nonetheless, (a) this Agreement is
intended to be and
hereby is a security agreement within the meaning of Articles 8 and
9 of the New
York Uniform
Commercial
Code and the
Uniform Commercial Code of any other
applicable
jurisdiction; (b) the
conveyance provided for in Section 2.01 shall
be deemed to be, and hereby is, (1) a grant by the Company to the Trustee of a
security interest in
all of the Company's right (including the power to convey
title thereto), title and interest, whether now owned or hereafter
acquired, in
and to any and all general intangibles, payment intangibles, accounts, chattel
paper, instruments, documents, money, deposit accounts,
certificates of deposit,
goods, letters of
credit, advices of
credit and investment
property and other
property of whatever
kind or description
now existing or
hereafter acquired
consisting of,
arising from or relating to any of the following: (A) the
Mortgage Loans, including (i) with respect to each Cooperative
Loan, the related
Mortgage Note, Security Agreement, Assignment of Proprietary Lease,
Cooperative
Stock Certificate
and Cooperative Lease, (ii) with respect to each Sharia
Mortgage Loan,
the related Sharia
Mortgage Loan Security
Instrument,
Sharia
Mortgage Loan Co-Ownership Agreement, Obligation to Pay and
Assignment Agreement
and Amendment of Security Instrument, (iii) with respect to each
Mortgage Loan
other than a Cooperative Loan or a Sharia Mortgage Loan, the related
Mortgage
Note and Mortgage, and
(iv) any insurance
policies and all other
documents in
the related Mortgage
File, (B) all amounts payable pursuant to the Mortgage
Loans in accordance with the terms thereof, (C) any Uncertificated
REMIC Regular
Interests and (D) all proceeds of the conversion, voluntary or involuntary,
of
the foregoing into cash, instruments, securities or other property,
including
without limitation
all amounts from time to time held or invested in the
Certificate Account
or the Custodial Account, whether in the form of cash,
instruments,
securities or other
property and (2) an assignment by the Company
to the Trustee of any security interest in any and all of
Residential
Funding's
right (including the power to convey title thereto), title and
interest, whether
now owned or hereafter acquired, in and to the property described in the
foregoing clauses (1)(A), (B), (C) and (D) granted by Residential
Funding to the
Company pursuant to the Assignment Agreement; (c) the possession by
the Trustee,
any Custodian
on behalf of the
Trustee or any other
agent of the
Trustee of
Mortgage Notes or such other items of property as constitute
instruments, money,
payment intangibles,
negotiable documents,
goods, deposit accounts, letters of
credit, advices of
credit, investment
property, certificated securities or
chattel paper
shall be deemed to be
"possession
by the secured party," or
possession by a
purchaser or a person
designated by such
secured party,
for
purposes of perfecting the security interest pursuant to the Minnesota
Uniform
Commercial Code
and the Uniform Commercial Code of any other applicable
jurisdiction as in effect (including, without limitation, Sections
8-106, 9-313,
9-314 and 9-106 thereof); and (d) notifications to persons holding such
property, and
acknowledgments,
receipts or
confirmations from persons holding
such property, shall be deemed notifications to, or
acknowledgments, receipts or
confirmations from, securities intermediaries, bailees or agents of, or
persons
holding for (as
applicable) the
Trustee for the
purpose of
perfecting
such
security interest under applicable law.
The
Company and, at the Company's direction, Residential Funding and the
Trustee shall,
to the extent consistent with this Agreement, take such
reasonable actions as
may be necessary to ensure that, if this Agreement were
determined to
create a security interest in the Mortgage Loans, any
Uncertificated REMIC Regular Interests and the other property
described
41
<PAGE>
above, such security
interest would be determined to be a
perfected security
interest of first priority under applicable law and will be
maintained as such
throughout the term of this Agreement. Without limiting the generality of the
foregoing, the Company shall prepare and deliver to the Trustee not
less than 15
days prior to any filing date and, the Trustee shall forward for filing, or
shall cause to be
forwarded for filing,
at the expense of the Company, all
filings necessary
to maintain the effectiveness of any original filings
necessary under the Uniform Commercial Code as in effect in
any jurisdiction to
perfect the Trustee's security interest in or lien on the Mortgage
Loans and any
Uncertificated REMIC Regular Interests, as evidenced by an
Officers' Certificate
of the Company,
including without limitation (x) continuation statements, and
(y) such other
statements
as may be occasioned by (1) any change of name of
Residential Funding,
the Company or the
Trustee (such
preparation and
filing
shall be at the
expense of the
Trustee, if occasioned by a change in the
Trustee's name),
(2) any change of type
or jurisdiction
of organization of
Residential Funding
or the Company, (3) any transfer of any interest of
Residential Funding or
the Company in any Mortgage Loan or (4) any transfer of
any interest of Residential Funding or the Company in any
Uncertificated
REMIC
Regular Interest.
(g) The
Master Servicer hereby acknowledges the receipt by it of the
Initial Monthly
Payment Fund. The Master Servicer shall hold such Initial
Monthly Payment Fund
in the Custodial
Account and shall
include such
Initial
Monthly Payment
Fund in the
Available Distribution Amount for the initial
Distribution Date.
Notwithstanding anything herein to the contrary, the Initial
Monthly Payment Fund
shall not be an asset of any REMIC. To the extent that the
Initial Monthly
Payment Fund
constitutes a reserve fund for federal income tax
purposes, (1) it shall be an outside reserve fund and not an asset
of any REMIC,
(2) it shall be owned by the Seller and (3) amounts transferred by any REMIC to
the Initial Monthly
Payment Fund shall be
treated as transferred to the Seller
or any successor, all
within the meaning of Section 1.860G-2(h) of the Treasury
Regulations.
(h) The
Company agrees that
the sale of each Pledged Asset Loan pursuant
to this Agreement
will also constitute the assignment, sale, setting-over,
transfer and
conveyance to the
Trustee, without
recourse (but subject
to the
Company's covenants,
representations
and warranties specifically provided
herein), of all of the
Company's obligations
and all of the
Company's right,
title and interest in, to and under, whether now existing or hereafter
acquired
as owner of the
Mortgage Loan with
respect to any and all
money, securities,
security entitlements,
accounts, general intangibles, payment intangibles,
instruments,
documents, deposit accounts, certificates of deposit,
commodities
contracts, and other
investment property and other property of whatever kind or
description consisting
of, arising from or related to (i) the Assigned
Contracts, (ii) all
rights, powers and remedies of the Company as owner of such
Mortgage Loan
under or in
connection
with the Assigned Contracts, whether
arising under the terms of such Assigned Contracts, by statute, at law or in
equity, or otherwise
arising out of any
default by the
Mortgagor under or
in
connection with the
Assigned Contracts,
including all rights to exercise any
election or
option or to make any decision or determination or to give or
receive any notice,
consent, approval or
waiver thereunder,
(iii) the Pledged
Amounts and all money,
securities, security
entitlements,
accounts, general
intangibles, payment
intangibles,
instruments,
documents,
deposit accounts,
certificates of deposit, commodities contracts, and other investment property
and other property of
whatever kind or
description
and all cash and
non-cash
proceeds of the sale,
exchange, or
redemption of, and all
stock or conversion
rights, rights
to subscribe, liquidation dividends or preferences, stock
dividends, rights to interest, dividends, earnings,
42
<PAGE>
income, rents, issues, profits, interest payments or other
distributions of cash
or other property that secures a Pledged Asset Loan, (iv) all documents, books
and records concerning the foregoing (including all computer
programs, tapes,
disks and related items containing any such information) and (v) all
insurance
proceeds (including
proceeds from the Federal Deposit Insurance Corporation or
the Securities Investor Protection Corporation or any other insurance
company)
of any of the
foregoing or
replacements
thereof or
substitutions
therefor,
proceeds of proceeds
and the conversion, voluntary or involuntary, of any
thereof. The foregoing
transfer, sale, assignment and conveyance does not
constitute and is not
intended to result in the creation, or an assumption by
the Trustee, of any obligation of the Company, or any other person
in connection
with the Pledged Assets or under any agreement or instrument
relating thereto,
including any obligation to the Mortgagor, other than as owner of the
Mortgage
Loan.
Section
2.02. Acceptance by Trustee.
The
Trustee acknowledges
receipt (or, with respect to Mortgage Loans
subject to
a Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the respective
Custodian as
the duly appointed
agent of the Trustee) of the documents required to be
delivered to the Trustee (or the Custodian on behalf of the
Trustee) pursuant to
Section 2.01(b) above (except that for purposes of such
acknowledgement only,
a
Mortgage Note may be
endorsed in blank) and declares that it, or the Custodian
as its agent,
holds and will hold such documents and the other documents
constituting a part of
the Custodial Files
delivered to it, or a
Custodian as
its agent, and the
rights of Residential
Funding with respect to any Pledged
Assets, Additional
Collateral
and the Surety
Bond assigned to the Trustee
pursuant to Section
2.01, in trust for the use and benefit
of all present and
future
Certificateholders.
The Trustee or Custodian (the Custodian being so
obligated under
a Custodial Agreement) agrees, for the benefit of
Certificateholders, to
review each Custodial
File delivered to it
pursuant to
Section 2.01(b)
within 45 days after
the Closing Date to
ascertain that all
required documents
(specifically as set
forth in Section
2.01(b)), have
been
executed and received,
and that such
documents relate to the Mortgage
Loans
identified on the
Mortgage Loan Schedule, as supplemented, that have been
conveyed to it, and to
deliver to the Trustee a certificate (the "Interim
Certification") to the
effect that all documents required to be delivered
pursuant to Section
2.01(b) above have been executed and received and that such
documents relate to the Mortgage Loans identified on the Mortgage
Loan Schedule,
except for any
exceptions
listed on Schedule A attached to such Interim
Certification. Upon delivery of the Custodial Files by the Company
or the Master
Servicer, the Trustee
shall acknowledge
receipt (or, with
respect to Mortgage
Loans subject to a
Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the respective
Custodian as
the duly appointed agent of the Trustee) of the documents referred
to in Section
2.01(c) above.
If the
Custodian, as the
Trustee's agent, finds any document or documents
constituting a part of a Custodial File to be missing or defective,
the Trustee
shall promptly
so notify the Master
Servicer and the Company. Pursuant to
Section 2.3 of the Custodial Agreement, the Custodian will notify the Master
Servicer, the Company and the Trustee of any such omission or
defect found by it
in respect of any Custodial File held by it in respect of the
items reviewed by
it pursuant to the Custodial Agreement. If such omission or defect
materially
and adversely
affects the interests of the Certificateholders, the Master
Servicer shall promptly notify Residential Funding of such omission or
defect
and request Residential Funding to correct or cure such
43
<PAGE>
omission or defect within 60 days from the date the Master Servicer
was notified
of such omission or defect and, if Residential Funding does not correct or
cure
such omission or
defect within such
period, require Residential Funding to
purchase such Mortgage Loan from the Trust Fund at its Purchase
Price, within 90
days from the date the Master Servicer was notified of such
omission or defect;
provided that if the
omission or defect
would cause the
Mortgage Loan to be
other than a "qualified mortgage" as defined in Section
860G(a)(3) of the Code,
any such cure or repurchase must occur within 90 days from the
date such breach
was discovered. The Purchase Price for any such Mortgage Loan shall
be deposited
by the Master Servicer
in the Custodial
Account maintained by it pursuant to
Section 3.07 and, upon
receipt by the Trustee of written notification of such
deposit signed by a Servicing Officer, the Master Servicer, the Trustee or the
Custodian, as the
case may be,
shall release the contents of any related
Mortgage File in its
possession
to the owner of such
Mortgage Loan (or such
owners' designee) and
the Trustee shall execute and deliver such instruments of
transfer or assignment
prepared by the Master
Servicer, in each case without
recourse, as shall be
necessary to vest in Residential Funding or its designee
any Mortgage Loan released pursuant hereto and thereafter such Mortgage Loan
shall not be part of
the Trust Fund.
It is understood and agreed that the
obligation of Residential Funding to so cure or purchase any
Mortgage Loan as to
which a material and
adverse defect in or
omission of a
constituent
document
exists shall
constitute
the sole remedy respecting such defect or omission
available to
Certificateholders or the Trustee on behalf of the
Certificateholders.
Section
2.03. Representations, Warranties and Covenants of the Master
Servicer and the Company.
(a) The
Master Servicer hereby
represents and warrants to the Trustee for
the benefit of the Certificateholders that as of the Closing
Date:
(i) The Master Servicer is a limited liability company duly
organized,
validly existing and
in good standing under the laws governing
&
