EXHIBIT 4.2
FORM OF SERIES SUPPLEMENT
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING COMPANY, LLC,
Master Servicer,
and
[________________________________],
Trustee
SERIES SUPPLEMENT,
Dated as of [_________________] 1, 20[__]
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
Dated as of [_________________] 1, 20[__]
Mortgage Pass-Through Certificates
Series 20[__]-S[___]
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TABLE OF CONTENTS
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ARTICLE I
DEFINITIONS...............................................................................
3
Section 1.01
Definitions......................................................................
3
Section 1.02
Use of Words and
Phrases.........................................................
12
ARTICLE II
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES................ 13
Section 2.01
Conveyance of Mortgage
Loans..................................................... 13
Section 2.02
Acceptance by
Trustee............................................................
13
Section 2.03
Representations, Warranties and Covenants of the Master Servicer
and the
Company..........................................................................
13
Section 2.04
Representations and Warranties of Residential
Funding............................ 15
Section 2.05
Execution and Authentication of Class R
Certificates............................. 16
Section 2.06
[RESERVED].......................................................................
16
Section 2.07
[RESERVED].......................................................................
16
Section 2.08
Purposes and Powers of the
Trust................................................. 16
Section 2.09
Agreement Regarding Ability to
Disclose.......................................... 16
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS............................................ 17
Section 3.01
Master Servicer to Act as
Servicer............................................... 17
Section 3.02
Subservicing Agreements Between Master Servicer and
Subservicers;
Enforcement of Subservicers' and Sellers'
Obligations............................ 17
Section 3.03
Successor
Subservicers...........................................................
18
Section 3.04
Liability of the Master
Servicer................................................. 18
Section 3.05
No Contractual Relationship Between Subservicer and Trustee or
Certificateholders...............................................................
18
Section 3.06
Assumption or Termination of Subservicing Agreements by
Trustee.................. 18
Section 3.07
Collection of Certain Mortgage Loan Payments; Deposits to
Custodial
Account..........................................................................
18
Section 3.08
Subservicing Accounts; Servicing
Accounts........................................ 18
Section 3.09
Access to Certain Documentation and Information Regarding the
Mortgage
Loans............................................................................
18
Section 3.10
Permitted Withdrawals from the Custodial
Account................................. 18
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Section 3.11
Maintenance of the Primary Insurance Policies; Collections
Thereunder............ 18
Section 3.12
Maintenance of Fire Insurance and Omissions and Fidelity
Coverage................ 18
Section 3.13
Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain
Assignments..................................................
18
Section 3.14
Realization Upon Defaulted Mortgage
Loans........................................ 18
Section 3.15
Trustee to Cooperate; Release of Custodial
Files................................. 18
Section 3.16
Servicing and Other Compensation; Compensating
Interest.......................... 18
Section 3.17
Reports to the Trustee and the
Company........................................... 18
Section 3.18
Annual Statement as to
Compliance................................................ 19
Section 3.19
Annual Independent Public Accountants' Servicing
Report.......................... 19
Section 3.20
Rights of the Company in Respect of the Master
Servicer.......................... 19
Section 3.21
Administration of Buydown
Funds.................................................. 19
Section 3.22
Advance
Facility.................................................................
19
ARTICLE IV
PAYMENTS TO
CERTIFICATEHOLDERS............................................................
20
Section 4.01
Certificate
Account..............................................................
20
Section 4.02
Distributions....................................................................
20
Section 4.03
Statements to Certificateholders; Statements to Rating Agencies;
Exchange
Act
Reporting....................................................................
28
Section 4.04
Distribution of Reports to the Trustee and the Company; Advances by
the
Master
Servicer..................................................................
28
Section 4.05
Allocation of Realized
Losses.................................................... 28
Section 4.06
Reports of Foreclosures and Abandonment of Mortgaged
Property.................... 29
Section 4.07
Optional Purchase of Defaulted Mortgage
Loans.................................... 29
Section 4.08
Surety
Bond......................................................................
29
ARTICLE V
THE CERTIFICATES (SEE ARTICLE V OF THE STANDARD
TERMS).................................... 30
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER (SEE ARTICLE VI OF THE STANDARD
TERMS)................ 31
ARTICLE VII
DEFAULT (SEE ARTICLE VII OF THE STANDARD
TERMS)........................................... 32
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ARTICLE VIII
CONCERNING THE TRUSTEE (SEE ARTICLE VIII OF THE STANDARD
TERMS)........................... 33
ARTICLE IX
TERMINATION OR OPTIONAL PURCHASE OF ALL CERTIFICATES (SEE ARTICLE
IX OF THE
STANDARD
TERMS)...........................................................................
34
ARTICLE X
REMIC
PROVISIONS..........................................................................
35
Section 10.01
REMIC
Administration.............................................................
35
Section 10.02
Master Servicer; REMIC Administrator and Trustee
Indemnification................. 35
Section 10.03
Designation of
REMIC(s)..........................................................
35
Section 10.04
Distributions on the Uncertificated Class A-V REMIC Regular
Interests............ 35
Section 10.05
Compliance with Withholding
Requirements......................................... 36
ARTICLE XI
MISCELLANEOUS
PROVISIONS..................................................................
37
Section 11.01
Amendment........................................................................
37
Section 11.02
Recordation of Agreement,
Counterparts........................................... 37
Section 11.03
Limitation on Rights of
Certificateholders....................................... 37
Section 11.04
Governing
Laws...................................................................
37
Section 11.05
Notices..........................................................................
37
Section 11.06
Required Notices to Rating Agency and
Subservicer................................ 38
Section 11.07
Severability of
Provisions.......................................................
38
Section 11.08
Supplemental Provisions for
Resecuritization..................................... 38
Section 11.09
Allocation of Voting
Rights...................................................... 38
Section 11.10
No
Petition......................................................................
38
ARTICLE XII
COMPLIANCE WITH REGULATION AB (SEE ARTICLE XII OF THE STANDARD
TERMS)..................... 39
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EXHIBITS
Exhibit One:
Mortgage Loan Schedule (Available from the Company upon
request.)
Exhibit Two:
Schedule of Discount Fractions (Available from the Company upon
request.)
Exhibit Three: Information to be Included in Monthly Distribution
Date Statement
Exhibit Four: Standard
Terms of Pooling and Servicing Agreement dated as of
[___________________] 1, 20[__]
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This
is a Series Supplement, dated as of [ ] 1, 20[ ] (the "Series
Supplement"), to the Standard Terms of Pooling and Servicing
Agreement, dated as
of [ ] 1, 20[ ] and attached as Exhibit Four hereto (the
"Standard Terms" and,
together with this Series Supplement, the "Pooling and Servicing
Agreement" or
"Agreement"), among
RESIDENTIAL
FUNDING MORTGAGE SECURITIES I, INC., as the
company (together with
its permitted
successors and assigns, the "Company"),
RESIDENTIAL FUNDING
COMPANY, LLC, as master servicer (together with its
permitted successors
and assigns, the
"Master Servicer"),
and [ ], as Trustee
(together with its permitted successors and assigns, the
"Trustee").
PRELIMINARY STATEMENT
The
Company
intends
to sell Mortgage Pass-Through Certificates
(collectively, the "Certificates"), to be issued hereunder in multiple
classes,
which in the aggregate will evidence the entire beneficial
ownership interest in
the Trust Fund. As provided herein, the REMIC Administrator will make an
election to
treat the entire segregated pool of assets described in the
definition of Trust Fund, and subject to this Agreement
(including the
Mortgage
Loans but excluding the Initial Monthly Payment Fund), as a real
estate mortgage
investment conduit (the "REMIC") for federal income tax
purposes.
The terms
and provisions of the Standard Terms are hereby incorporated by
reference herein as
though set forth in full herein. If any term or provision
contained herein shall
conflict with or be inconsistent with any provision
contained in the
Standard Terms, the terms and provisions of this Series
Supplement shall
govern. Any
cross-reference
to a section of the
Pooling and
Servicing Agreement,
to the extent the
terms of the Standard
Terms and Series
Supplement conflict with respect to that section, shall be a cross-reference to
the related
section of the Series Supplement. All capitalized terms not
otherwise defined
herein shall have the meanings set forth in the Standard
Terms. The Pooling and Servicing Agreement shall be dated as of the
date of the
Series Supplement.
The
following table sets forth the designation, type, Pass-Through Rate,
aggregate Initial Certificate Principal Balance, Maturity Date, initial ratings
and certain features for each Class of Certificates comprising the interests in
the Trust Fund created hereunder.
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Aggregate
Initial
Pass-
Certificate
Through Principal
Maturity
Minimum
Designation Rate
Balance
Features(1)
Date
[S&P/Fitch]
Denominations(2)
----------- ----
-------
-----------
-------------------
-----------
----------------
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[Class A-1 [ ]%
$[
]
Senior/Fixed Rate
[
] 20[ ] AAA/AAA
$[100,000.00
Class A-2 [ ]%
$[
]
Senior/Fixed Rate
[
] 20[ ] AAA/AAA
$100,000.00
Class A-3 [ ]%
$[
]
Senior /Fixed Rate
[
] 20[ ] AAA/AAA
$100,000.00
Class A-4 [ ]%
$[
Senior/Lockout/Fixed Rate
[
] 20[ ] AAA/AAA
$100,000.00
Class A-P
0.00% $[
]
Senior/Principal Only
[
] 20[ ] AAA/AAA
$100,000.00
Class A-V Variable
Notional
Senior/Interest Only/Variable Rate [
] 20[ ] AAA/AAA
$2,000,000.00
Rate
Class R [
]%
$[
Senior/Residual/Fixed Rate [
] 20[ ] AAA/AAA
(3)
Class M-1 [ ]%
$[
]
Mezzanine/Fixed Rate
[
] 20[ ] NA/AA
$100,000.00
Class M-2 [ ]%
$[
]
Mezzanine/Fixed Rate
[
] 20[
] NA/A
$250,000.00
Class M-3 [ ]%
$[
]
Mezzanine/Fixed Rate
[
] 20[ ] NA/BBB
$250,000.00
Class B-1 [ ]%
$[
]
Subordinate/Fixed Rate
[
] 20[ ] NA/BB
$250,000.00
Class B-2 [ ]%
$[
]
Subordinate/Fixed Rate
[
] 20[ ] NA/B
$250,000.00
Class B-3] [ ]%
$[
]
Subordinate/Fixed Rate
[
] 20[ ] NA/NA] $250,000.00]
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The
Mortgage Loans have an aggregate principal balance as of the Cut-off
Date of $[
].
In
consideration of the mutual agreements herein contained, the Company,
the Master Servicer and the Trustee agree as follows:
--------
(1) The
Certificates, other than the Class B and Class R Certificates shall
be
Book-Entry
Certificates.
The Class B Certificates and the Class R
Certificates shall be delivered to the holders thereof in physical
form.
(2) The
Certificates, other
than the Class R Certificates, shall be issuable
in
minimum dollar denominations as indicated above (by Certificate
Principal
Balance
or Notional Amount, as applicable) and integral
multiples
of $1 (or $1,000 in the case of the Class
B-1, Class B-2 and
Class B-3
Certificates) in excess thereof, except that one Certificate of
any of the
Class B-1, Class B-2 and Class B-3 Certificates that contain an
uneven
multiple of $1,000
shall be issued in a denomination equal to the
sum of the
related minimum
denomination
set forth above and
such uneven
multiple
for such Class or the
sum of such
denomination and an
integral
multiple
of $1,000.
(3) The Class R
Certificates shall be issuable in minimum denominations of not
less than
a 20% Percentage Interest; provided, however, that one Class R
Certificate will be
issuable to Residential Funding as "tax matters
person"
pursuant to Section
10.01(c) and (e) in a minimum denomination
representing a Percentage Interest of not less than 0.01%
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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.
Bankruptcy
Amount: As of any date of determination prior to the first
anniversary of the
Cut-off Date, an amount equal to the excess, if any, of (A)
$[
] over (B) the aggregate amount of Bankruptcy Losses allocated solely
to one or more specific Classes of Certificates in
accordance with Section 4.05
of this Series Supplement. As of any date of determination on or
after the first
anniversary of the Cut-off Date, an amount equal to the excess, if
any, of
(1) the lesser of (a) the Bankruptcy Amount calculated as of the
close of
business on the
Business Day immediately preceding the most
recent
anniversary of the
Cut-off Date
coinciding with or preceding such
date of
determination (or, if such date of determination is an
anniversary
of the
Cut-off Date, the Business Day immediately preceding such date of
determination)
(for purposes
of this definition, the "Relevant
Anniversary") and (b) the greater of
(A) the greater
of (i) [
] times the aggregate
principal balance of
all the Mortgage Loans in the Mortgage Pool as
of the Relevant Anniversary (other than Additional Collateral
Loans,
if any) having a
Loan-to-Value Ratio at
origination which
exceeds
75% and (ii) $[
]; and
(B) the greater of (i) the product of (x) an amount
equal to
the largest
difference
in the related Monthly Payment for any
Non-Primary Residence
Loan remaining in the Mortgage
Pool (other
than Additional
Collateral
Loans, if any) which had an original
Loan-to-Value Ratio of
80% or greater that
would result if the Net
Mortgage Rate thereof
was equal to the weighted average (based on
the principal
balance of the Mortgage Loans as of the Relevant
Anniversary) of the
Net Mortgage Rates of
all Mortgage Loans as of
the Relevant Anniversary less 1.25% per annum, (y) a number equal
to
the weighted average
remaining term to maturity, in months, of all
Non-Primary Residence Loans remaining in the Mortgage Pool as of
the
Relevant Anniversary, and (z) one plus the quotient of the number
of
all Non-Primary
Residence Loans remaining in the Mortgage Pool
divided by the total
number of Outstanding
Mortgage Loans in the
Mortgage Pool as of the Relevant Anniversary, and (ii) $[
],
over
(2) the aggregate
amount of Bankruptcy
Losses allocated
solely to
one or
more specific Classes
of Certificates
in accordance with
Section
4.05 since
the Relevant Anniversary.
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The
Bankruptcy
Amount may be further reduced by the Master Servicer
(including
accelerating the manner in which such coverage is reduced)
provided
that prior to any such
reduction, the Master
Servicer shall (i) obtain written
confirmation from each
Rating Agency that such reduction shall not reduce the
rating assigned to any
Class of Certificates
by such Rating
Agency below the
lower of the then-current rating or the rating assigned to
such Certificates as
of the Closing
Date by such
Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Business
Day: Any day other
than (i) a Saturday or a Sunday or (ii) a day
on which banking
institutions in the
State of New York, the State of Michigan,
the State of
California,
the State of Illinois or the City of St. Paul,
Minnesota (and such other state or states in which the Custodial
Account or the
Certificate Account
are at the time
located) are required or authorized by law
or executive order to be closed.
Certificate: Any Class A, Class M, Class B or Class R
Certificate.
Certificate
Account: The
separate account or accounts created and
maintained pursuant
to Section
4.01 of the
Standard Terms, which shall be
entitled "[ ], as trustee, in trust for the registered holders of Residential
Funding Mortgage Securities I, Inc., Mortgage Pass-Through
Certificates,
Series
20[ ]-S[ ]" and which must be an Eligible Account.
Class A
Certificate:
Any one of the Class
[A-1, Class A-2, Class A-3,
Class A-4, Class A-P
or Class A-V]
Certificates, executed
by the Trustee and
authenticated by the Certificate Registrar substantially in the form annexed
to
the Standard Terms as Exhibit A.
Class A-P
Principal Distribution Amount: As defined in Section
4.02(b)(i).
Class R
Certificate: Any one
of the Class R Certificates executed by the
Trustee and authenticated by the Certificate Registrar
substantially in the form
annexed to the Standard Terms as Exhibit D and evidencing an
interest designated
as a "residual
interest" in the related REMIC for purposes of the REMIC
Provisions.
Closing
Date: [
], 20[ ].
Corporate
Trust Office:
The principal
office of the Trustee
at which at
any particular time
its corporate trust business with respect to this Agreement
shall be administered, which office at the date of the execution of this
Agreement is
located at [
], [Trustee Address], Attention:
Structured Finance/RFMSI 2006-S11.
Cut-off
Date: [
] 1, 20[ ].
Determination Date:
With respect to any
Distribution
Date, the second
Business Day prior to such Distribution Date.
Discount
Net Mortgage Rate: [
]% per annum.
Due
Period: With respect
to each Distribution Date and any Mortgage Loan,
the calendar month of such Distribution Date.
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Eligible
Funds: On any Distribution Date, the portion, if any, of the
Available Distribution
Amount remaining after reduction by the
sum of (i) the
aggregate amount of
Accrued Certificate
Interest on the Senior
Certificates,
(ii) the Senior
Principal Distribution
Amount (determined without regard to
Section
4.02(a)(ii)(Y)(D) of
this Series
Supplement),
(iii) the Class A-P
Principal
Distribution
Amount
(determined
without regard
to Section
4.02(b)(i)(E) of this
Series Supplement) and (iv) the aggregate amount of
Accrued Certificate
Interest
on the Class M, Class B-1 and Class B-2
Certificates.
Fraud Loss
Amount: As of any date of determination after the Cut-off Date,
an amount equal to: (X) prior to the first anniversary of the Cut-off Date, an
amount equal to [ ]% of the aggregate
outstanding
principal balance of all
of the Mortgage Loans as of the Cut-off Date minus the aggregate
amount of Fraud
Losses allocated
solely to one or more
specific Classes of Certificates in
accordance with Section 4.05 of this Series Supplement since the
Cut-off Date up
to such date of
determination,
(Y) prior to the second anniversary of the
Cut-off Date,
an amount equal to [ ]% of the aggregate outstanding
principal balance of
all of the Mortgage Loans as of the Cut-off Date minus the
aggregate amount
of Fraud Losses allocated solely to one or more specific
Classes of
Certificates
in accordance with Section 4.05 of this Series
Supplement since the Cut-off Date up to such date of determination
and (Z) from
the third to the fifth
anniversary of the
Cut-off Date, an amount equal to (1)
the lesser of (a) the Fraud Loss Amount as of the most recent
anniversary of the
Cut-off Date and (b) [ ]% of the
aggregate outstanding
principal balance of
all of the Mortgage Loans as of the most recent anniversary of the Cut-off
Date
minus (2) the aggregate amount of Fraud Losses
allocated solely to
one or more
specific Classes of
Certificates in accordance with Section 4.05 of this Series
Supplement since the most recent anniversary of the Cut-off Date up
to such date
of determination.
On and after the fifth
anniversary of the
Cut-off Date, the
Fraud Loss Amount shall be zero.
The Fraud
Loss Amount may be further reduced by the Master Servicer
(including
accelerating the manner in which such coverage is reduced)
provided
that prior to any such
reduction, the Master
Servicer shall (i) obtain written
confirmation from each
Rating Agency that such reduction shall not reduce the
rating assigned to any
Class of Certificates
by such Rating
Agency below the
lower of the then-current rating or the rating assigned to
such Certificates as
of the Closing
Date by such
Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Initial
Monthly Payment Fund: $[
] representing
scheduled
principal amortization and interest at the Net Mortgage Rate during
the month of
[
] 20[ ], for
those Mortgage
Loans for which the
Trustee will not
be entitled to receive such payment in accordance with the definition of "Trust
Fund". The Initial Monthly Payment Fund will not be part of any
REMIC.
Initial
Notional Amount: With respect to any Class A-V
Certificates or
Subclass thereof issued pursuant to Section 5.01(c), the aggregate Cut-off Date
Principal Balance of the Mortgage Loans relating to the
Uncertificated Class A-V
REMIC Regular Interests corresponding to such Class or Subclass on
such date.
Initial
Subordinate
Class Percentage: With respect to each Class of
related Subordinate
Certificates,
an amount which is equal to the initial
aggregate Certificate Principal Balance of
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such related Class of Subordinate Certificates divided by the aggregate
Stated
Principal Balance of all the Mortgage Loans as of the Cut-off Date
as follows:
Class M-1: [
]%
Class B-1: [
]%
Class M-2: [
]%
Class B-2: [
]%
Class M-3: [
]%
Class B-3: [
]%
Interest
Accrual Period: With respect to any Certificates and any
Distribution Date,
the calendar month preceding the month in which such
Distribution Date occurs.
Interest
Only Certificates:
Any one of the Class
A-V Certificates.
The
Interest Only Certificates will have no Certificate Principal
Balance.
Lockout
Amount: With respect
to any Distribution Date, an amount equal to
the product of (i) the Lockout Percentage for that Distribution
Date, (ii) the
Lockout Priority Percentage for that Distribution Date, and (iii)
the portion of
the Senior Principal
Distribution Amount available for distribution pursuant to
Section 4.02(b)(ii)(B).
Lockout
Percentage:
With respect to any
Distribution
Date, a fraction,
expressed as a
percentage,
(i) the numerator of which is the Certificate
Principal Balance of
the Class A-4
Certificates and (ii)
the denominator
of
which is the aggregate Certificate Principal Balance of the Class
A-2, Class A-3
and Class A-4 Certificates.
Lockout
Priority Percentage:
For any Distribution Date occurring prior to
the Distribution
Date in [
] 20[ ], 0%. For
any Distribution
Date
occurring after the
first five years
following the Closing
Date, a percentage
determined as follows: (i) for any Distribution Date during the
sixth year after
the Closing Date,
[30]%; (ii) for any Distribution Date during the seventh year
after the Closing Date, [40]%; (iii) for any Distribution Date
during the eighth
year after the Closing Date, [60]%; (iv) for any Distribution
Date during the
ninth year after the Closing Date, [80]%; and (v) for any Distribution Date
thereafter, 100%.
Maturity
Date: With respect to each Class of Certificates, the
Distribution Date in [
] 20[
], which is the Distribution Date in the
month immediately
following the latest scheduled maturity date of any Mortgage
Loan.
Mortgage
Loan Schedule:
The list or lists of
the Mortgage Loans attached
hereto as Exhibit One (as amended from time to time to reflect the
addition of
Qualified Substitute
Mortgage Loans),
which list or lists
shall set forth the
following information as to each Mortgage Loan:
(a)
the Mortgage
Loan identifying number ("RFC LOAN #");
(b)
the maturity of
the Mortgage Note ("MATURITY DATE");
(c)
the Mortgage
Rate ("ORIG RATE");
(d)
the Subservicer
pass-through rate ("CURR NET");
(e)
the Net Mortgage
Rate ("NET MTG RT");
(f)
the Pool Strip
Rate ("STRIP");
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(g)
the initial
scheduled monthly payment of principal, if any, and
interest ("ORIGINAL P & I");
(h)
the Cut-off Date
Principal Balance ("PRINCIPAL BAL");
(i)
the
Loan-to-Value Ratio at origination ("LTV");
(j)
the rate at
which the Subservicing
Fee accrues ("SUBSERV
FEE") and
at which the Servicing Fee accrues ("MSTR SERV FEE");
(k)
a code "T," "BT"
or "CT" under the column "LN FEATURE," indicating
that the Mortgage Loan is secured by a second or vacation
residence;
and
(l)
a code
"N" under the column "OCCP CODE," indicating that the
Mortgage Loan is secured by a non-owner occupied residence.
Such schedule may consist of multiple reports that collectively set
forth all of
the information required.
Non-Discount Mortgage
Loan: The mortgage loans other than the Discount
Mortgage Loans.
Notional
Amount: As of any Distribution Date with respect to any Class
A-V
Certificates, an
amount equal to the aggregate Stated Principal Balance of the
Mortgage Loans as of the day immediately preceding such Distribution Date (or,
with respect to the initial Distribution Date, at the close of business on
the
Cut-off Date). For
federal income tax purposes, as of any Distribution Date,
with respect to any Class A-V Certificates or Subclass
thereof issued
pursuant
to Section 5.01(c), the aggregate Stated Principal Balance of the
Mortgage Loans
corresponding to
the Uncertificated Class A-V REMIC Regular Interests
corresponding to such Class or Subclass as of the day immediately
preceding such
Distribution Date (or,
with respect to the
initial Distribution
Date, at the
close of business on the Cut-off Date).
Pass-Through Rate:
With respect to the
Class A Certificates
(other than
the Class A-V Certificates and the Principal Only Certificates), Class M
Certificates, Class B Certificates and Class R Certificates and any
Distribution
Date, the per annum rates set forth in the Preliminary Statement hereto. With
respect to the Class A-V Certificates (other than any Subclass thereof)
and any
Distribution Date other than the initial Distribution Date, a rate equal to
the
weighted average,
expressed as a percentage, of the Pool Strip Rates of all
Mortgage Loans as of
the Due Date in the related Due Period, weighted on the
basis of the respective Stated Principal Balances of such Mortgage Loans as
of
the day immediately
preceding such Distribution Date. With respect to the Class
A-V Certificates
and the initial Distribution Date, the Pass-Through
Rate
is equal to [ ]% per annum. With respect to any Subclass
of Class A-V
Certificates and any
Distribution Date, a
rate equal to the weighted average,
expressed as a
percentage,
of the Pool Strip Rates of all Mortgage Loans
corresponding to
the Uncertificated Class A-V REMIC Regular Interests
represented by such
Subclass as of the Due Date in the
related Due Period,
weighted on the
basis of the
respective
Stated Principal Balances of such
Mortgage Loans as of the day immediately preceding such Distribution Date (or
with respect to the initial Distribution Date, at the close of business on
the
Cut-Off Date). The Principal Only Certificates have no Pass-Through
Rate and are
not entitled to Accrued Certificate Interest.
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.
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<PAGE>
Prepayment
Assumption: A prepayment assumption of [350]% of the prepayment
speed assumption,
used for determining the accrual of
original issue discount
and market discount
and premium on the
Certificates
for federal income tax
purposes. The
prepayment speed assumption assumes a constant rate of
prepayment
of Mortgage Loans of [0.2]% per annum of the then outstanding
principal balance
of such Mortgage
Loans in the first
month of the life of the Mortgage Loans,
increasing by an additional [0.2]% per annum in each
succeeding month until the
thirtieth month, and a constant [6]% per annum rate of prepayment
thereafter for
the life of the Mortgage Loans.
Prepayment
Distribution Percentage: With respect to any Distribution
Date
and each Class of Subordinate Certificates, under the applicable
circumstances
set forth below, the respective percentages set forth below:
(i)
For any
Distribution Date
prior to the Distribution Date in [ ]
20[ ] (unless
the Certificate
Principal Balances of the Senior
Certificates (other
than the Class A-P Certificates) have been
reduced to zero), 0%.
(ii)
For any Distribution
Date for which clause (i) above does not apply,
and on which any Class of Subordinate Certificates is outstanding
with a Certificate Principal Balance greater than zero:
(a) in the case of the Class of Subordinate Certificates then
outstanding with
the Highest Priority and each other Class of
Subordinate
Certificates for
which
the related Prepayment
Distribution Trigger has been satisfied, a fraction, expressed as a
percentage, the
numerator of which is the Certificate Principal
Balance of
such Class immediately prior to such date and the
denominator of
which is the sum of the Certificate Principal
Balances immediately
prior to such date of (1) the Class of
Subordinate
Certificates then outstanding with the Highest Priority
and (2) all other Classes of Subordinate Certificates for which the
respective Prepayment Distribution Triggers have been satisfied;
and
(b) in the case of each other Class of Subordinate
Certificates for which the Prepayment Distribution Triggers have
not
been satisfied, 0%; and
(iii)
Notwithstanding the
foregoing, if the
application of the foregoing
percentages on any Distribution Date as provided in Section 4.02
of
this Series Supplement
(determined without regard to the proviso to
the definition of "Subordinate Principal Distribution Amount")
would
result in a
distribution in
respect of principal
of any Class or
Classes of Subordinate
Certificates
in an amount greater
than the
remaining Certificate
Principal Balance
thereof (any such class, a
"Maturing Class"), then: (a) the Prepayment Distribution Percentage
of each Maturing
Class shall be reduced to a level that, when
applied as described
above, would exactly
reduce the
Certificate
Principal Balance
of such Class to zero; (b) the Prepayment
Distribution
Percentage of
each other Class of Subordinate
Certificates (any such
Class, a "Non-Maturing Class") shall be
recalculated in
accordance with the
provisions in
paragraph (ii)
above, as if the Certificate
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<PAGE>
Principal Balance of
each Maturing
Class had been reduced
to zero
(such percentage as recalculated, the "Recalculated Percentage");
(c) the total amount of the reductions in the Prepayment
Distribution
Percentages of the Maturing Class or Classes pursuant
to clause (a) of this sentence, expressed as an aggregate
percentage, shall be
allocated among the
Non-Maturing
Classes in
proportion
to their respective Recalculated Percentages (the portion
of such aggregate
reduction so allocated to any Non-Maturing Class,
the "Adjustment
Percentage");
and (d) for purposes of such
Distribution Date, the
Prepayment
Distribution
Percentage of each
Non-Maturing Class
shall be equal to the sum of (1) the Prepayment
Distribution
Percentage thereof,
calculated in accordance with the
provisions in paragraph (ii) above as if the Certificate Principal
Balance of each
Maturing Class had not
been reduced to zero,
plus
(2) the related Adjustment Percentage.
Principal
Only Certificates: Any one of the Class A-P Certificates.
Record
Date: With respect to each Distribution Date and each Class of
Certificates, the
close of business on the last Business Day of the month next
preceding the month in which the related Distribution Date
occurs.
Senior
Certificate:
Any one of the Class A Certificates or Class R
Certificates, executed
by the Trustee and authenticated by the Certificate
Registrar
substantially in the
form annexed to the Standard Terms as Exhibit A
and Exhibit D, respectively.
Senior
Percentage:
As of any Distribution
Date, the lesser of 100% and a
fraction, expressed as
a percentage,
the numerator of which is the
aggregate
Certificate Principal
Balance of the Senior
Certificates (other than the Class
A-P
Certificates)
immediately prior
to such Distribution Date and the
denominator of which
is the aggregate
Stated Principal
Balance of all of
the
Mortgage Loans (or
related REO
Properties)
(other than the
related Discount
Fraction of each Discount Mortgage Loan) immediately prior
to such Distribution
Date.
Senior
Principal Distribution
Amount: As to any Distribution
Date, the
lesser of (a) the balance of the Available Distribution Amount remaining after
the distribution of all amounts required to be distributed
pursuant to
Section
4.02(a)(i) and
Section 4.02(a)(ii)(X) (excluding any amount distributable
pursuant to Section 4.02(b)(i)(E)) (or, on or after the Credit
Support Depletion
Date, the amount required to be distributed to the Class A-P
Certificateholders
pursuant to Section
4.02(c)) and (b) the sum of the
amounts required to be
distributed to the Senior Certificateholders on such
Distribution Date pursuant
to Section 4.02(a)(ii)(Y).
Special
Hazard Amount: As of any Distribution
Date, an amount equal
to
$[
] minus the sum of (i) the aggregate amount of Special Hazard
Losses
allocated solely to
one or more specific
Classes of Certificates in accordance
with Section 4.05 of this Series Supplement and (ii) the Adjustment
Amount (as
defined below) as most recently calculated. For each anniversary of the
Cut-off
Date, the Adjustment
Amount shall be equal to the amount, if any, by which the
amount calculated in
accordance with the
preceding sentence
(without giving
effect to the deduction of the Adjustment Amount for such
anniversary)
exceeds
the greater of (A) the greatest of (i) twice the outstanding
principal balance
of the Mortgage
Loan in the
Trust Fund which has the largest outstanding
principal
balance on
the Distribution Date immediately preceding such
anniversary, (ii) the
product of [
]% multiplied
by the
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<PAGE>
outstanding principal
balance of all
Mortgage Loans on the
Distribution Date
immediately preceding
such anniversary and (iii) the aggregate outstanding
principal balance (as
of the immediately
preceding Distribution
Date) of the
Mortgage Loans in any
single five-digit California zip code area with the
largest amount of
Mortgage Loans by aggregate principal balance as of such
anniversary and (B)
the greater of (i) the
product of [ ]% multiplied by
the outstanding principal balance of all Mortgage Loans on the
Distribution Date
immediately preceding such anniversary multiplied by a fraction,
the numerator
of which is equal to the aggregate outstanding principal balance (as of the
immediately preceding Distribution Date) of all of the Mortgage
Loans secured by
Mortgaged Properties located in the State of California divided by
the aggregate
outstanding principal
balance (as of the
immediately
preceding Distribution
Date) of all
of the Mortgage Loans, expressed as a percentage, and the
denominator of
which is equal
to [ ]% (which percentage is equal to the
percentage of Mortgage Loans initially secured by Mortgaged
Properties
located
in the State of California) and (ii) the aggregate outstanding
principal balance
(as of the immediately preceding Distribution Date) of the largest
Mortgage Loan
secured by a Mortgaged Property located in the State of
California.
The
Special Hazard Amount
may be further reduced
by the Master
Servicer
(including
accelerating the manner in which coverage is reduced) provided that
prior to any such
reduction, the
Master Servicer shall (i) obtain written
confirmation from each
Rating Agency that such reduction shall not reduce the
rating assigned to any
Class of Certificates
by such Rating
Agency below the
lower of the then-current rating or the rating assigned to
such Certificates as
of the Closing
Date by such
Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Subordinate
Principal
Distribution
Amount: With respect to any
Distribution Date and each Class of Subordinate Certificates, (a)
the sum of (i)
the product of (x) the related Subordinate Class Percentage for such Class
and
(y) the aggregate of the amounts calculated for such Distribution Date under
clauses (1), (2) and (3) of Section 4.02(a)(ii)(Y)(A) of this Series
Supplement
(without giving effect
to the Senior
Percentage) to the
extent not payable to
the Senior
Certificates;
(ii) such Class's pro rata share, based on the
Certificate Principal
Balance of each Class
of Subordinate
Certificates then
outstanding, of the principal collections
described
in Section
4.02(a)(ii)(Y)(B)(b)
of this Series
Supplement (without
giving effect to
the
Senior Accelerated
Distribution
Percentage) to the extent such collections are
not otherwise
distributed to the Senior Certificates; (iii) the product of (x)
the related Prepayment
Distribution
Percentage
and (y) the
aggregate of all
Principal Prepayments
in Full received in the related
Prepayment
Period and
Curtailments received
in the preceding
calendar month (other
than the related
Discount Fraction of
such Principal
Prepayments in Full and Curtailments with
respect to a Discount
Mortgage Loan) to the extent not
payable to the
Senior
Certificates; (iv) if
such Class is the Class of Subordinate Certificates with
the Highest
Priority, any Excess Subordinate Principal Amount for such
Distribution Date; and
(v) any amounts described in clauses (i), (ii) and (iii)
as determined for any previous Distribution Date, that remain
undistributed to
the extent that such amounts are not attributable to Realized Losses
which have
been allocated to a Class of Subordinate Certificates minus (b) the sum of (i)
with respect to the Class of Subordinate Certificates with the Lowest
Priority,
any Excess Subordinate Principal Amount for such Distribution Date;
and (ii) the
Capitalization
Reimbursement Amount
for such Distribution Date, other than the
related Discount Fraction of any portion of that amount related to
each Discount
Mortgage Loan,
multiplied
by a fraction, the numerator of which is the
Subordinate Principal
Distribution
Amount for such Class of Subordinate
Certificates, without
giving effect to this
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<PAGE>
clause (b)(ii),
and the denominator of which is the sum of the principal
distribution amounts
for all Classes of
Certificates other
than the Class A-P
Certificates, without
giving effect to any
reductions for the
Capitalization
Reimbursement Amount.
Trust
Fund: The segregated pool of assets consisting of:
(i)
the Mortgage
Loans and the related
Mortgage Files and collateral
securing such Mortgage Loans,
(ii)
all payments on and
collections in respect of the Mortgage Loans due
after the Cut-off Date (other than Monthly Payments due in the
month
of the Cut-off Date) as shall be on deposit in the Custodial
Account
or in the Certificate
Account and
identified
as belonging to
the
Trust Fund but not
including amounts
on deposit in the Initial
Monthly Payment Fund,
(iii)
property that secured a Mortgage Loan and that has been acquired
for
the benefit of the Certificateholders by foreclosure or deed in
lieu
of foreclosure,
(iv)
the hazard insurance
policies and Primary
Insurance Policies, if
any,
(v)
the Initial
Monthly Payment Fund, and
(vi)
all proceeds of
clauses (i) through (vi) above.
Uncertificated Accrued
Interest: With respect
to each Distribution Date,
as to each Uncertificated Class A-V REMIC Regular Interest,
an amount equal to
the aggregate amount of Accrued Certificate Interest that would
result under the
terms of the definition thereof on the related
classes of
Certificates if
the
Pass-Through Rate on such Classes were equal to the related
Uncertificated Class
A-V REMIC Pass-Through
Rate and the
notional amount of such uncertificated
interest were
equal to the
related Uncertificated Class A-V REMIC Notional
Amount, and
any reduction in the amount of Accrued Certificate Interest
resulting from the allocation of Prepayment Interest Shortfalls,
Realized Losses
or other amounts to
the Class A-V
Certificateholders
pursuant to Section 4.05
hereof shall
be allocated to the Uncertificated Class A-V REMIC Regular
Interests pro rata in
accordance
with the amount of interest accrued with
respect to
each related Uncertificated REMIC Notional Amount and such
Distribution Date.
Uncertificated Class
A-V REMIC Notional
Amount: With respect to each
Uncer
