EXECUTION COPY
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RESIDENTIAL ACCREDIT LOANS, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
Trustee
SERIES SUPPLEMENT,
DATED AS OF DECEMBER 1, 2005,
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
dated as of August 1, 2004
Mortgage Asset-Backed Pass-Through Certificates
Series 2005-QS17
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<PAGE>
<TABLE>
<S>
<C>
Article I
DEFINITIONS....................................................................4
Section 1.01.
Definitions..........................................................4
Section 1.02. Use of
Words and Phrases............................................20
Section 1.03.
Determination of
LIBOR..............................................20
Article II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL
ISSUANCE OF
CERTIFICATES...........................................................22
Section 2.01.
Conveyance of Mortgage
Loans.......................................22
Section 2.02.
Acceptance by Trustee.
(See Section 2.02 of the Standard Terms)...23
Section 2.03.
Representations, Warranties and Covenants of the
Master Servicer and the
Company......................................23
Section
2.04. Representations and Warranties of
Sellers............................26
Section 2.05. Execution and Authentication of Certificates/Issuance
of Certificates
Evidencing Interests in REMIC I
Certificates.........................26
Section 2.06. Conveyance of Uncertificated REMIC I and REMIC II
Regular Interests;
Acceptance by the
Trustee............................................26
Section 2.07. Issuance of Certificates Evidencing Interest in REMIC
II.............26
Section 2.08. Purposes and Powers of the Trust (See Section 2.08 of
the Standard
Terms)...............................................................26
Article III
ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS................................27
Article IV PAYMENTS TO
CERTIFICATEHOLDERS.................................................28
Section 4.01. Certificate Account. (See Section 4.01 of the
Standard Terms)........28
Section 4.02. Distributions.
......................................................28
Section 4.03. Statements to Certificateholders; Statements to the
Rating Agencies;
Exchange Act Reporting (See Section 4.03 of the Standard
Terms)......36
Section 4.04. Distribution of Reports to the Trustee and the
Company; Advances by
the Master Servicer (See Section 4.04 of the Standard
Terms).........36
Section 4.05. Allocation of Realized Losses.
......................................36
Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged
Property. (See
Section 4.06 of the Standard
Terms)..................................37
Section 4.07. Optional Purchase of Defaulted Mortgage Loans.
(See Section 4.07
of
the Standard
Terms)..................................................37
Section 4.08. Surety Bond. (See Section 4.08 of the Standard
Terms)................38
Article V THE
CERTIFICATES................................................................39
Article VI
THE COMPANY AND THE MASTER
SERVICER..........................................42
Article VII
DEFAULT......................................................................43
Article VIII
CONCERNING THE
TRUSTEE.......................................................44
Article IX
TERMINATION..................................................................45
Article X REMIC
PROVISIONS............................................................46
Section 10.01.REMIC Administration. (See Section 10.01 of the Standard
Terms).....46
Section 10.02.Master Servicer; REMIC Administrator and Trustee
Indemnification.
(See Section 10.02 of the Standard
Terms)............................46
Section 10.03.Designation of
REMICs................................................46
Section 10.04.Distributions on the Uncertificated REMIC I and REMIC
II
Regular
Interests....................................................46
Section 10.05.Compliance with Withholding
Requirements.............................48
Article XI
MISCELLANEOUS
PROVISIONS......................................................49
Section 11.01.Amendment. (See Section 11.01 of the Standard
Terms)................49
Section 11.02.Recordation of Agreement; Counterparts. (See Section 11.02 of the
Standard
Terms)......................................................49
Section 11.03.Limitation on Rights of Certificateholders.
(See Section 11.03 of
the
Standard
Terms)......................................................49
Section
11.04.Governing Laws.
(See Section 11.04 of the Standard Terms)...........49
Section
11.05.Notices..............................................................49
Section 11.06.Required Notices to Rating Agency and Subservicer.
(See Section 11.06
of the Standard
Terms)...............................................49
Section 11.07.Severability of Provisions. (See Section 11.07 of the
Standard Terms)50
Section 11.08.Supplemental Provisions for Resecuritization.
(See Section 11.08
of
the Standard
Terms)..................................................50
Section 11.09.Allocation of Voting
Rights..........................................50
Section 11.10.No
Petition..........................................................50
<PAGE>
EXHIBITS
Exhibit One:
Mortgage Loan Schedule
Exhibit Two:
Schedule of Discount Fractions
Exhibit Three:
Information to be Included in
Monthly Distribution Date Statement
Exhibit Four:
Standard Terms of Pooling and Servicing
Agreement Dated as of August 1, 2004
</TABLE>
<PAGE>
This is a Series
Supplement, dated as
of December 1, 2005 (the "Series
Supplement"), to the Standard Terms of Pooling and Servicing
Agreement, dated as
of August 1, 2004 and attached as Exhibit Four hereto (the
"Standard Terms" and,
together with this Series Supplement, 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
CORPORATION, as master
servicer (together with its permitted successors and
assigns, the "Master
Servicer"), and
DEUTSCHE BANK TRUST COMPANY AMERICAS, as
Trustee (together with its permitted successors and assigns, the
"Trustee").
PRELIMINARY STATEMENT:
The Company
intends
to sell mortgage asset-backed pass-through
certificates
(collectively, the
"Certificates"),
to be issued
hereunder in
multiple classes,
which in the aggregate
will evidence the
entire beneficial
ownership interest
in the Mortgage Loans (as defined herein). 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), as two real estate mortgage
investment conduits (each, a "REMIC") for federal income tax
purposes.
The terms and provisions of the Standard Terms are hereby incorporated
by reference herein as though set forth in full herein. If any term
or provision
contained herein shall
conflict with or be inconsistent with any provision
contained in the
Standard Terms, the terms and provisions of this Series
Supplement shall
govern. 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 this Series
Supplement.
<PAGE>
The following table sets forth the designation, type, Pass-Through
Rate,
aggregate Initial Certificate Principal Balance, Maturity Date, initial ratings
and certain features for each Class of Certificates comprising the interests in
the Trust Fund created hereunder.
<TABLE>
<CAPTION>
Aggregate
Initial
Certificate
Pass-Through
Principal
Maturity
itch/Moody's/ Minimum (2)
Designation
Rate
Balance
Features(1)
Date
S&P
Denominations
<S>
<C>
<C>
<C>
<C>
<C>
Class A-1
6.00%
$49,665,000.00
Senior/Super
December 25,
AAA/Aaa/AAA
$25,000.00
Senior/Lockout/Fixed Rate
2035
Class A-2
Adjustable $25,000,000.00
Senior/Floater/Adjustable December 25,
AAA/Aaa/AAA
$25,000.00
Rate(3)
Rate
2035
Class A-3
6.00%
$25,000,000.00 Senior/Retail/Fixed Rate December
25, AAA/Aaa/AAA
$1,000.00
2035
0
Senior/Interest
Class A-4
Adjustable
Only/Inverse
December 25,
Rate(3)
$0.0
Floater/Adjustable Rate
2035
AAA/Aaa/AAA
$2,000,000.00
Class A-5
6.00%
$38,457,500.00 Senior/Fixed
Rate
December 25,
AAA/Aaa/AAA
$25,000.00
2035
Class A-6
6.00%
$21,443,500.00 Senior/Fixed
Rate
December 25,
AAA/Aaa/AAA
$25,000.00
2035
Class A-7
6.00%
$25,000,000.00 Senior/Fixed
Rate
December 25,
AAA/Aaa/AAA
$25,000.00
2035
Class A-8
6.00%
$4,346,000.00
Senior/Senior
December 25,
AAA/Aa1/AAA
$25,000.00
Support/Lockout/ Fixed Rate
2035
Class A-9
6.00%
$128,790,000.00 Senior/Fixed
Rate
December 25,
AAA/Aaa/AAA
$25,000.00
2035
Class A-10
6.00%
$162,694,000.00 Senior/Fixed
Rate
December 25,
AAA/Aaa/AAA
$25,000.00
2035
Class A-11
6.00%
$20,000,000.00 Senior/Retail/Fixed Rate December
25, AAA/Aaa/AAA
$1,000.00
2035
Class A-P
0.00%
$5,958,254.39
Senior/Principal Only
December 25,
AAA/Aaa/AAA
$25,000.00
2035
Class A-V
Variable
$0.00(5)
Senior/Interest
December 25,
AAA/Aaa/AAA
$2,000,000.00
Rate(4)
Only/Variable Rate
2035
Class R-I
6.00%
$100.00Senior/Residual/Fixed Rate December 25,
AAA/Aaa/AAA
(6)
2035
Class R-II
6.00%
$100.00Senior/Residual/Fixed Rate December 25,
AAA/Aaa/AAA
(6)
2035
Class M-1
6.00%
$16,474,100.00
Mezzanine/Fixed Rate
December 25,
AA/NA/NA
$25,000.00
2035
Class M-2
6.00%
$5,671,200.00
Mezzanine/Fixed Rate
December 25, A/NA/NA
$250,000.00
2035
Class M-3
6.00%
$4,591,000.00
Mezzanine/Fixed Rate
December 25,
BBB/NA/NA
$250,000.00
2035
Class B-1
6.00%
$2,700,600.00
Subordinate/Fixed Rate
December 25,
BB/NA/NA
$250,000.00
2035
Class B-2
6.00%
$2,160,500.00
Subordinate/Fixed Rate
December 25, B/NA/NA
$250,000.00
2035
Class B-3
6.00%
$2,160,523.85
Subordinate/Fixed Rate
December 25,
NA/NA/NA
$250,000.00
2035
</TABLE>
--------
(1)
The Certificates,
other than the Class B and Class R Certificates shall
be Book-Entry
Certificates. The
Class B Certificates
and the Class R
Certificates shall be delivered to the holders thereof in physical
form.
(2)
The Certificates, other than the Class R Certificates, shall be
issuable
in minimum dollar
denominations
as indicated above (by Certificate
Principal Balance or
Notional Amount, as applicable) and integral
multiples of $1 (or
$1,000 in the case of the Class 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)
------------- --------------------------
-----------------------
Adjustable
Initial Formula
Maximum
Minimum
Rates:
------------- -------------- -------------------------
----------------------
Class A-2
5.16% LIBOR +
0.85% Subject to the
available
0.85%
funds cap
------------- -------------- -------------------------
----------------------
Class A-4
0.84% 5.15% -
LIBOR
5.15%
0.00%
------------------ --------------------
---------------------------- -----------
The Class A-4 Certificates do not have a certificate principal balance. For the
purpose of calculating interest payments, interest on the Class A-4
Certificates
will accrue on a notional amount equal to the certificate
principal balance of
the Class A-2 Certificates immediately prior to the related
distribution date,
which is initially equal to $25,000,000.
(4)
The initial Pass-Through Rate on the Class A-V Certificates is
0.4448%.
(5)
The Class A-V Certificates do not have a certificate principal balance.
For the purpose of calculating interest payments, interest on the Class
A-V Certificates will accrue on a notional amount equal to the
aggregate
Stated Principal
Balance of the
Mortgage Loans immediately prior to the
related Distribution
Date.
(6)
Each class of 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 of each Class will be issuable to
Residential Funding as "tax matters person" pursuant to Section
10.01(c)
and (e) in a minimum denomination representing a Percentage Interest
of
not less than 0.01%.
The Mortgage Loans have an aggregate principal balance as of the
Cut-off
Date of $540,112,378.24.
In consideration of the mutual agreements herein contained, the
Company,
the Master Servicer and the Trustee agree as follows:
<PAGE>
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.
Adjustable Rate
Certificates:
Any of the Class A-2
Certificates
and
Class A-4 Certificates.
Available Funds Cap: With respect to any Distribution Date on or before
the Distribution Date in October 2014 and the Class A-2
Certificates, 6.00%
per
annum, plus amounts,
if any, paid pursuant to the Yield Maintenance Agreement,
expressed as a per
annum rate.
With respect to any Distribution Date after
October 2014 and the Class A-2 Certificates, 6.00% per annum.
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)
$205,966 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 greatest of
(A) (i) if the aggregate principal balance of the
Non-Primary Residence
Loans as of the
Relevant Anniversary
is
less than 10% of the Stated Principal Balance of the Mortgage
Loans as of the
Relevant Anniversary, $0.00, or (ii) if the
aggregate principal balance of the Non-Primary Residence Loans
as
of the Relevant
Anniversary
is equal to or greater
than 10% of
the Stated
Principal Balance of the Mortgage Loans as of the
Relevant Anniversary,
the sum of (I) the aggregate principal
balance of the
Non-Primary Residence
Loans with a Loan-to-Value
Ratio of greater
than 80.00% but less than or equal to
90.00%
(other than Additional
Collateral Loans),
times 0.25%, (II) the
aggregate principal
balance of the
Non-Primary Residence
Loans
with a Loan-to-Value
Ratio of greater than
90.00% but less than
or equal to 95.00%
(other than
Additional
Collateral
Loans),
times 0.50%, and (III)
the aggregate
principal balance of the
Non-Primary Residence Loans with a Loan-to-Value Ratio of
greater
than 95.00% (other than Additional Collateral Loans) times
0.75%,
in each case as of the Relevant Anniversary;
(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)
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) $50,000; and
(C) the greater of (i) 0.0006 times the aggregate
principal balance of
all the Mortgage Loans in the Mortgage Pool
as of the Relevant
Anniversary
having a Loan-to-Value Ratio
(other than Additional
Collateral
Loans) at origination
which
exceeds 75% and (ii) $100,000,
over (2) the aggregate
amount of Bankruptcy Losses allocated
solely to one or more
specific Classes of
Certificates
in accordance
with Section 4.05 since the Relevant Anniversary.
The
Bankruptcy
Amount may be further reduced by the Master Servicer
(including
accelerating the manner in which such coverage is reduced)
provided
that prior to any such
reduction, the Master
Servicer shall (i) obtain written
confirmation from each
Rating Agency that such reduction shall not reduce the
rating assigned to any
Class of Certificates
by such Rating
Agency 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.
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.
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 "Deutsche
Bank Trust Company
Americas, as trustee,
in trust for the
registered holders of Residential Accredit Loans, Inc., Mortgage Asset-Backed
Pass-Through
Certificates, Series
2005-QS17"
and which must be an Eligible
Account.
Certificate Policy:
None.
Class A Certificate:
Any one of the Class
A-1, Class A-2,
Class A-3,
Class A-4, Class A-5,
Class A-6,
Class A-7, Class A-8,
Class A-9, Class A-10,
Class A-11,
Class A-V or Class A-P
Certificates,
executed by the
Trustee and
authenticated by the Certificate Registrar substantially in the form annexed
to
the Standard Terms as Exhibit A.
Class R Certificate:
Any one of the Class
R-I Certificates
and Class
R-II Certificates.
Class R-I Certificate: Any one of the Class R-I Certificates
executed by
the Trustee and authenticated by the Certificate Registrar
substantially in
the
form annexed to the
Standard Terms as Exhibit D and
evidencing
an interest
designated as a
"residual interest" in REMIC I for purposes of the REMIC
Provisions.
Class R-II Certificate: Any one of the Class R-II
Certificates executed
by the Trustee and authenticated by the Certificate Registrar substantially in
the form annexed to the Standard Terms as Exhibit D and
evidencing an
interest
designated as a
"residual interest" in REMIC II for purposes of the REMIC
Provisions.
Closing Date: December
29, 2005.
Corporate Trust Office: The principal office of the
Trustee at which at
any particular time
its corporate trust business with respect to this Agreement
shall be administered, which office at the date of the execution of this
instrument is
located at 1761 East
St. Andrew
Place, Santa Ana, California
92705-4934, Attention: Residential Funding Corporation Series
2005-QS17.
Cut-off Date: December
1, 2005.
Determination Date:
With respect to any
Distribution Date, the
second
Business Day prior to each Distribution Date.
Discount Net Mortgage Rate: 6.00% per annum.
Due Period: With
respect to each Distribution Date, the calendar month
in which such Distribution Date occurs.
Eligible Account:
An account that is any of the following: (i)
maintained with a depository institution the debt obligations of
which have been
rated by each Rating Agency in its highest rating available,
or (ii) an account
or accounts in a depository institution in which such accounts are
fully insured
to the limits established by the FDIC, provided that any deposits
not so insured
shall, to the extent
acceptable to each Rating Agency, as evidenced in writing,
be maintained such that (as evidenced by an Opinion of Counsel
delivered to the
Trustee and each Rating Agency) the registered Holders of Certificates have a
claim with respect to
the funds in such account or a perfected first security
interest against
any collateral (which shall be limited to Permitted
Investments) securing
such funds that is superior to claims of any other
depositors or creditors of the depository institution with which
such account is
maintained, or (iii)
in the case of the Custodial Account, a trust account or
accounts maintained in
the corporate trust
department of U.S.
Bank, National
Association, or (iv)
in the case of the Certificate Account, a trust account or
accounts maintained in
the corporate trust
division of the Trustee, or (v) an
account or accounts of a depository institution acceptable to each
Rating Agency
(as evidenced in
writing by each Rating
Agency that use of any such account as
the Custodial
Account or the
Certificate
Account will not reduce the rating
assigned to any Class of Certificates by such Rating Agency below the
lower of
the then-current
rating or the rating
assigned to such
Certificates as of the
Closing Date by such Rating Agency).
Eligible Funds: On any
Distribution
Date, the excess,
if any, of the
Available Distribution
Amount over 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)
hereof), (iii) the
Class A-P Principal
Distribution
Amount
(determined without
regard to clause (E) of the definition of Class A-P
Principal Distribution
Amount) and (iv) the aggregate amount of Accrued
Certificate Interest on the Class M, Class B-1 and Class B-2
Certificates.
Floater Certificates:
The Class A-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 3.00% of the aggregate outstanding principal balance of all
of the Mortgage Loans as of the Cut-off Date minus the aggregate
amount of Fraud
Losses allocated
solely to one or more
specific Classes of Certificates in
accordance with Section 4.05 of this Series Supplement since the
Cut-off Date up
to such date of
determination, (Y)
from the first to, but not including, the
second 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) 2.00% of the aggregate outstanding principal balance of
all of the Mortgage
Loans as of the most
recent anniversary
of the Cut-off Date minus (2) the
aggregate amount
of Fraud Losses allocated solely to one or more specific
Classes of
Certificates in
accordance with
Section 4.05 since the most recent
anniversary of the Cut-off Date up to such date of determination, and (Z) from
the second to, but not including, the fifth anniversary of the
Cut-off Date, an
amount equal to (1)
the lesser
of (a) the
Fraud Loss Amount as of the most
recent anniversary
of the Cut-off Date and (b) 1.00% of the aggregate
outstanding principal balance of all of the Mortgage Loans as of
the most recent
anniversary of the
Cut-off Date minus (2) the aggregate amount of Fraud Losses
allocated solely to
one or more specific
Classes of Certificates in accordance
with Section 4.05
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: $2,005 representing scheduled principal
amortization and
interest at the Net Mortgage Rate payable during the January
2006 Due Period, for
those Mortgage
Loans for which the
Trustee will not be
entitled to receive such payment.
Initial
Notional Amount: With respect to the Class A-4
Certificates,
$25,000,000. With
respect to the Class
A-V Certificates
or Subclass
thereof
issued pursuant to Section 5.01(c) of the Standard Terms, the
aggregate Cut-off
Date Principal Balance of the Mortgage Loans corresponding to the
Uncertificated
REMIC I Regular Interests Z represented by such Class or Subclass
on such date.
Initial Subordinate
Class Percentage: With respect to each Class of
Subordinate
Certificates, an
amount which is equal
to the initial
aggregate
Certificate Principal Balance of such Class of Subordinate
Certificates
divided
by the aggregate
Stated Principal
Balance of all the
Mortgage Loans as of the
Cut-off Date as follows:
Class M-1: 3.05%
Class B-1: 0.50%
Class M-2: 1.05%
Class B-2: 0.40%
Class M-3: 0.85%
Class B-3: 0.40%
Interest Accrual
Period: With respect to any Class of Certificates
(other than the Adjustable Rate Certificates) and any Distribution Date, the
calendar month preceding the month in which such Distribution Date
occurs. With
respect to the
Adjustable Rate
Certificates
and any Distribution Date, the
period beginning on
the 25th day of the month preceding the month in which such
Distribution Date
occurs and ending on
the 24th day of the month in which such
Distribution Date occurs.
Interest Only
Certificates: Any one
of the Class A-4
Certificates or
Class A-V Certificates. The Interest Only Certificates
will have no Certificate
Principal Balance.
Inverse Floater Certificates: The Class A-4 Certificates.
LIBOR: With respect to any Distribution Date, the arithmetic mean
of the
London interbank
offered rate
quotations for one-month U.S. Dollar deposits,
expressed on a per annum basis, determined in accordance with
Section 1.03.
Lockout
Certificates:
The Class A-1 Certificates and Class A-8
Certificates.
Lockout Percentage:
For any Distribution Date occurring prior to the
Distribution Date in
January 2011,
0%. For any
Distribution
Date occurring
thereafter, 100%
Lockout Prepayment Percentage: For any Distribution Date occurring
prior
to the Distribution
Date in January 2011,
0%, and for any
Distribution
Date
thereafter, as
follows: 30% for any
Distribution Date on or after January 2011
and prior to January
2012; 40% for any
Distribution
Date on or after
January
2012 and prior
to January 2013; 60% for any Distribution Date on or after
January 2013 and prior
to January 2014;
80% for any
Distribution
Date on or
after January 2014 and prior to January 2015; and 100% for any
Distribution Date
thereafter.
Maturity Date:
December 25, 2035, the
Distribution
Date immediately
following the latest scheduled maturity date of any Mortgage
Loan.
Mortgage Loan Schedule: The list or lists of the Mortgage Loans
attached
hereto as Exhibit One (as amended from time to time to reflect the
addition of
Qualified Substitute
Mortgage Loans),
which list or lists
shall set forth the
following information as to each Mortgage Loan:
(i)
the Mortgage Loan identifying number ("RFC LOAN #");
(ii)
the maturity of the Mortgage Note ("MATURITY DATE");
(iii)
the Mortgage Rate ("ORIG RATE");
(iv)
the Subservicer pass-through rate ("CURR NET");
(v)
the Net Mortgage Rate ("NET MTG RT");
(vi)
the Pool Strip Rate ("STRIP");
(vii)
the initial scheduled
monthly payment of
principal, if any,
and interest ("ORIGINAL P & I");
(viii)
the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(ix)
the Loan-to-Value Ratio at origination ("LTV");
(x)
the rate at which the Subservicing Fee accrues ("SUBSERV FEE")
and at which the Servicing Fee accrues ("MSTR SERV FEE");
(xi)
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
(xii)
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.
Notional Amount: As of
any Distribution
Date, (i) with respect
to the
Class A-4 Certificates, an amount equal to the Certificate
Principal Balance of
the Class A-2 Certificates immediately prior to such date,
provided, however,
for federal income tax purposes, as of any Distribution Date, with respect to
the Class A-4
Certificates, the
equivalent of the foregoing, expressed as the
Uncertificated
Principal Balance of
Uncertificated REMIC I
Regular Interest W
immediately prior
to that date; and (ii) with respect to any Class A-V
Certificates or
Subclass thereof
issued pursuant to Section 5.01(c) of the
Standard Terms, the
aggregate Stated
Principal Balance of the Mortgage Loans
corresponding to the
Uncertificated REMIC I
Regular Interests Z represented by
such Class or Subclass immediately prior to such date.
Pass-Through Rate: With respect to the Senior Certificates (other than
the Adjustable Rate, Class A-V and Class A-P Certificates), Class M
Certificates
and Class B
Certificates and any
Distribution
Date, the per annum rates set
forth in the Preliminary Statement hereto.
o
With respect to the
Class A-2 and the initial Interest Accrual
Period, 5.16% per
annum, and as to any
Interest Accrual
Period
thereafter, a per
annum rate equal to LIBOR plus 0.85%, subject
to a maximum rate equal to the Available Funds Cap and a minimum
rate of 0.85% per annum. For federal income tax purposes, the
Pass-Through Rate
described above will be subject to a
maximum
rate equal to 6.00%.
o
With respect
to the Class A-4 Certificates and the initial
Interest Accrual Period, 0.84% per annum, and as to any
Interest
Accrual Period thereafter, a per annum rate equal to 5.15%
minus
LIBOR, subject to a maximum rate of 5.15% per annum and a
minimum
rate of 0.00% per annum. For federal income tax purposes, the
Pass-Through Rate
described above will be subject to a
maximum
rate equal to 5.15%.
With respect to the
Class A-V Certificates
(other than any Subclass
thereof) and any
Distribution
Date, a rate equal to the weighted average,
expressed as a percentage, of the Pool Strip Rates of all
Mortgage Loans as
of
the Due Date in the related Due Period, weighted on the basis of the
respective
Stated Principal
Balances of such Mortgage Loans as of the day immediately
preceding such Distribution Date (or, with respect to the
initial
Distribution
Date, at the close of business on the Cut-off Date). With respect to the Class
A-V Certificates and
the initial
Distribution Date the
Pass-Through
Rate is
equal to 0.4448% per annum. With respect to any Subclass of Class A-V
Certificates and any
Distribution Date, a
rate equal to the weighted average,
expressed as a
percentage,
of the Pool Strip Rates of all Mortgage Loans
corresponding to the
Uncertificated REMIC I
Regular Interests Z 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.
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 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 (if any) in the
case of
Insured Certificates
(if any)) below the then-current rating, as
evidenced in writing;
provided, however, that no instrument shall be a Permitted
Investment if
it represents,
either (1) the right
to receive only
interest payments with
respect to the
underlying debt
instrument
or (2) the right to
receive both
principal and
interest payments derived from obligations underlying such
instrument and
the principal and interest payments with respect to such
instrument provide
a yield to maturity greater than 120% of the yield to
maturity at par of such underlying obligations. References herein
to the highest
rating available
on unsecured long-term debt shall mean AAA in the case of
Standard & Poor's and Fitch and Aaa in the case of Moody's,
and for purposes
of
this Agreement,
any references herein to the highest rating available on
unsecured commercial
paper and short-term debt obligations shall mean the
following: A-1 in the
case of Standard & Poor's, P-1 in the case of Moody's and
F-1 in the case of Fitch; provided, however, that any Permitted
Investment that
is a short-term debt obligation rated A-1 by Standard & Poor's
must satisfy the
following additional
conditions: (i) the
total amount of debt from A-1 issuers
must be limited to the
investment of monthly
principal and interest
payments
(assuming fully amortizing collateral); (ii) the total amount of
A-1 investments
must not represent
more than 20% of the aggregate outstanding Certificate
Principal Balance of the Certificates and each investment must not
mature beyond
30 days; (iii) the
terms of the debt must
have a predetermined
fixed dollar
amount of principal due at maturity that cannot vary; and (iv) if the
investments may be liquidated prior to their maturity or are
being relied on to
meet a certain yield, interest must be tied to a single interest
rate index plus
a single fixed spread (if any) and must move proportionately with
that index.
Prepayment Assumption:
The prepayment assumption to be used for
determining the
accrual of
original issue discount and premium and market
discount on the
Certificates for
federal income tax purposes, which assumes a
constant prepayment
rate of 8.0% per annum
of the then
outstanding
principal
balance of the related
Mortgage Loans in the first month of the life of such
Mortgage Loans and an additional approximately 1.4545454545% per annum in
each
month thereafter until the twelfth month, and beginning in the
twelfth month and
in each month
thereafter during
the life of the
Mortgage Loans, a constant
prepayment rate of 24.0% per annum.
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
January 2011 (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 not discussed in clause (i) above
on
which any Class of Subordinate Certificates are outstanding:
(a) in the case of the Class of Subordinate Certificates
then outstanding
with the Highest
Priority and each other Class
of Subordinate
Certificates
for which the
related Prepayment
Distribution Trigger has been satisfied, a fraction, expressed
as
a percentage, the numerator of which is the Certificate
Principal
Balance of such
Class immediately prior to such date and the
denominator of
which is the sum of the Certificate Principal
Balances immediately
prior to such date of (1) the Class of
Subordinate
Certificates then
outstanding
with the Highest
Priority and (2) all other Classes of Subordinate Certificates
for which the respective Prepayment Distribution Triggers have
been satisfied; and
(b) in the
case of each other Class of Subordinate
Certificates for which the Prepayment Distribution Triggers have
not been satisfied, 0%; and
(iii)
Notwithstanding the
foregoing,
if the application of the foregoing
percentages on any Distribution Date as provided in Section 4.02 of
this
Series Supplement
(determined
without regard to the proviso to the
definition of "Subordinate Principal Distribution Amount")
would result
in a distribution
in respect of
principal of any Class or Classes of
Subordinate
Certificates in
an amount greater than the remaining
Certificate Principal
Balance thereof (any such class, a "Maturing
Class"), then:
(a) the Prepayment Distribution Percentage of each
Maturing Class
shall be reduced to a level that, when applied as
described above, would exactly reduce the Certificate Principal Balance
of such Class to zero;
(b) the Prepayment
Distribution
Percentage of
each other
Class of Subordinate Certificates (any such Class, a
"Non-Maturing Class")
shall be recalculated in accordance with the
provisions in
paragraph (ii) above,
as if the Certificate Principal
Balance of each Maturing Class had been reduced to zero (such
percentage
as recalculated, the "Recalculated Percentage"); (c) the total
amount of
the reductions
in the Prepayment Distribution Percentages of the
Maturing Class or
Classes pursuant to clause (a) of this sentence,
expressed as an
aggregate percentage, shall be allocated among the
Non-Maturing Classes
in proportion
to their respective Recalculated
Percentages (the portion of such aggregate reduction so allocated
to any
Non-Maturing Class, the "Adjustment Percentage"); and (d) for purposes
of such Distribution
Date, the Prepayment
Distribution
Percentage of
each Non-Maturing
Class shall be equal to the sum of (1) the Prepayment
Distribution
Percentage thereof,
calculated
in accordance with the
provisions in
paragraph (ii) above as if the Certificate Principal
Balance of each
Maturing Class had not
been reduced to zero,
plus (2)
the related Adjustment Percentage.
Principal Only Certificates: Any one of the Class A-P
Certificates.
Record Date: With
respect to each
Distribution Date and
each Class of
Certificates (other
than the Adjustable
Rate Certificates
for so long as the
Adjustable Rate
Certificates are in book-entry form), the close of business
on
the last Business
Day of the month
preceding the month in which the
related
Distribution Date
occurs. With respect to each Distribution Date and the
Adjustable Rate Certificates (so long as they are Book-Entry
Certificates), the
close of business on the Business Day prior to such Distribution
Date.
Related Classes:
As to any Uncertificated REMIC I Regular Interest,
those classes of Certificates identified as "Related Classes of
Certificates" to
such Uncertificated REMIC I Regular Interest in the definition of
Uncertificated
REMIC I Regular Interest.
REMIC I: The segregated pool of assets (exclusive of the Yield
Maintenance Agreement,
which is not an asset
of any REMIC),
with respect to
which a REMIC election is to be made, consisting of:
(i) the
Mortgage Loans and the related Mortgage Files,
(ii) all
payments and
collections
in respect of the
Mortgage
Loans due after the
Cut-off Date (other than Monthly
Payments due in the month of the Cut-off Date) as shall be
on deposit in the Custodial Account or in the Certificate
Account and
identified
as belonging to the Trust Fund,
including the proceeds from the liquidation of Additional
Collateral for any
Additional
Collateral
Loan, but not
including amounts
on deposit in the Initial Monthly
Payment Fund,
(iii) property
which secured a
Mortgage Loan and which has been
acquired for the
benefit of the Certificateholders by
foreclosure or deed in lieu of foreclosure,
(iv) the
hazard insurance policies and Primary Insurance
Policies, if any, the
Pledged Assets with respect to each
Pledged Asset
Mortgage Loan, and the interest in the
Surety Bond transferred to the Trustee pursuant to Section
2.01 herein, and
(v) all
proceeds of clauses (i) through (iv) above.
REMIC I Certificates:
The Class R-I Certificates.
REMIC II: The segregated pool of assets consisting of the
Uncertificated
REMIC I Regular
Interests conveyed
in trust to the
Trustee for the benefit of
the holders
of each Class of Certificates (other than the Class R-I
Certificates) pursuant
to Section 2.06, with
respect to which a separate REMIC
election is to be made.
Senior Accelerated
Distribution
Percentage:
With
respect to any
Distribution Date
occurring on or prior to the 60th Distribution Date, 100%.
With respect to any
Distribution Date
thereafter and any
such Loan Group,
if
applicable, as follows:
(i)
for any Distribution
Date after the 60th
Distribution
Date but on or
prior to the 72nd
Distribution Date,
the Senior
Percentage
for such
Distribution Date
plus 70% of the 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 Senior
Percentage
for such
Distribution Date
plus 60% of the 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 Senior
Percentage
for such
Distribution Date
plus 40% of the 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 Senior
Percentage for
such
Distribution Date
plus 20% of the 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%,
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%.
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:
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.
Senior Interest
Distribution Amount:
With respect to any
Distribution
Date, the aggregate amount of Accrued Certificate Interest to be distributed to
the Holders of the Senior Certificates for that Distribution
Date.
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:
With respect 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
therefrom pursuant to Section 4.02(a)(i) and Section 4.02(a)(ii)(X) (excluding
any amount distributable pursuant to clause (E) of the
definition of "Class A-P
Principal Distribution
Amount") and (b) the
sum of the amounts
required to be
distributed to the Senior Certificateholders on such
Distribution Date pursuant
to Sections 4.02(a)(ii)(Y), 4.02(a)(xvi) and 4.02(a)(xvii).
Senior Support Certificates: The Class A-8 Certificates.
Special Hazard Amount:
As of any Distribution
Date, an amount equal to
$5,401,124 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 greater of (i) the product of the Special Hazard
Percentage for such anniversary multiplied by the outstanding
principal balance
of all the Mortgage Loans on the Distribution Date immediately preceding such
anniversary and (ii)
twice the outstanding
principal balance of the Mortgage
Loan with the largest outstanding principal balance as of the
Distribution Date
immediately preceding such anniversary and (B) the greater of (i)
the product of
0.50% multiplied by the outstanding principal balance of all Mortgage Loans
on
the Distribution
Date immediately
preceding such
anniversary multiplied
by a
fraction, the numerator of which is equal to the aggregate
outstanding principal
balance (as of
the immediately preceding Distribution Date) of all of the
Mortgage Loans
secured by Mortgaged Properties located in the State of
California divided by
the aggregate
outstanding principal
balance (as of the
immediately preceding Distribution Date) of all of the Mortgage
Loans, expressed
as a percentage,
and the denominator of which is equal to 19.5% (which
percentage is equal to the percentage of Mortgage Loans by aggregate principal
balance 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
(or, with respect to a Cooperative Loan, the related
Cooperative Apartment) 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.
Special Hazard
Percentage: As of each
anniversary of the Cut-off Date,
the greater of (i) 1.0% and (ii) the largest percentage obtained by
dividing the
aggregate
outstanding
principal
balance (as
of immediately preceding
Distribution Date) of the Mortgage Loans secured by Mortgaged
Properties located
in a single,
five-digit
zip code area in the State of California by the
outstanding principal
balance of all the
Mortgage Loans as of the immediately
preceding Distribution Date.
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 (without giving effect to the
related Senior
Percentages) for such
Distribution Date
under clauses (1), (2)
and (3) of Section 4.02(a)(ii)(Y)(A); (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) (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 not
paid to the Senior
Certificates; and (v)
any amounts described in clauses (i),
(ii) and (iii) as determined for any previous Distribution Date, that remain
undistributed to the
extent that such amounts are not attributable to Realized
Losses which have been allocated to a Class of Subordinate
Certificates;
minus
(b) the sum of (i) with respect to the Class of Subordinate Certificates with
the Lowest
Priority, any Excess Subordinate Principal Amount for such
Distribution Date; and
(ii) the
Capitalization
Reimbursement Amount
for such
Distribution Date,
other than the related
Discount Fraction of
any portion of
that amount related to each Discount Mortgage Loan, multiplied by a fraction,
the numerator of which is the Subordinate Principal Distribution
Amount for such
Class of Subordinate Certificates, without giving effect to this
clause (b)(ii),
and the denominator of
which is the sum of the principal distribution amounts
for all Classes of Certificates other than the Class A-P
Certificates,
without
giving effect to any reductions for the Capitalization
Reimbursement Amount.
Super Senior Certificates: The Class A-1 Certificates.
Uncertificated Accrued Interest: With respect to each Distribution
Date,
(i) as to each Uncertificated REMIC I Regular Interest other than each
Uncertificated REMIC I
Regular Interest
Z, an amount
equal to the
aggregate
amount of Accrued Certificate Interest that would result under
the terms of the
definition thereof
on the Related Classes of Certificates (excluding any
Interest Only
Certificates) if the Pass-Through Rate on such Classes were
equal
to the Uncertificated
Pass-Through Rate on such Uncertificated REMIC I Regular
Interest, (ii) as to
each Uncertificated
REMIC I Regular
Interest Z and
each
Uncertificated REMIC
II Regular
Interest Z, an amount equal to one month's
interest at the Pool Strip Rate of the related Mortgage Loan on the principal
balance of such Mortgage Loan reduced by such Interest's pro-rata share of any
prepayment interest
shortfalls or other reductions of interest allocable to the
Class A-V Certificates.
Uncertificated
Pass-Through
Rate: With
respect to each of the
Uncertificated REMIC I Regular Interests, other than the Uncertificated
REMIC I
Regular Interests
Z, the per annum rate specified in the definition of
Uncertificated REMIC I
Regular Interests.
With respect to each
Uncertificated
REMIC I Regular Interest Z and each Uncertificated REMIC II Regular Interest Z,
the Pool Strip Rate for the related Mortgage Loan.
Uncertificated
Principal Balance:
With respect to each
Uncertificated
REMIC I Regular Interest, as defined in the definition of
Uncertificated REMIC I
Regular Interest.
Uncertificated REMIC I
Regular Interests: The
Uncertificated
REMIC I
Regular Interests Z
together with the interests identified in the table below,
each representing an
undivided beneficial
ownership interest in REMIC I, and
having the following characteristics:
1. The
principal balance from time to time of each Uncertificated REMIC I
Regular Interest
identified
in the table
below shall be the amount
identified as the Initial Principal Balance thereof in such table,
minus
the sum of (x) the aggregate of all amounts previously deemed
distributed with
respect to such
interest and applied to reduce the
Uncertificated
Principal
Balance thereof
pursuant
to Section
10.04(a)(ii) and (y)
the aggregate of all
reductions
in Certificate
Principal Balance
deemed to have
occurred in connection
with Realized
Losses that were
previously
deemed allocated to the Uncertificated
Principal
Balance of such Uncertificated REMIC I Regular Interest
pursuant to Section
10.04(d), which equals the aggregate principal
balance of the Classes
of Certificates
identified
as related to such
Uncertificated REMIC I Regular Interest in such table.
2. The
Uncertificated
Pass-Through Rate for
each Uncertificated
REMIC I
Regular Interest
identified
in the table below
shall be the per annum
rate set forth in the Pass-Through Rate column of such table.
3. The
Uncertificated REMIC I
Distribution Amount for each REMIC I Regular
Interest identified
in the table below
shall be, for any
Distribution
Date, the amount deemed distributed with respect to such
Uncertificated
REMIC I Regular
Interest on such
Distribution
Date pursuant to the
provisions of Section 10.04(a).
<TABLE>
<CAPTION>
----------------------- ---------------------------------
------------------ --------------------
Uncertificated REMIC
Related Classes
of Certificates
Pass-Through Rate Initial Principal
I Regular Interest
Balance
----------------------- ---------------------------------
------------------ --------------------
----------------------- ---------------------------------
------------------ --------------------
<S>
<C>
<C>
<C>
<C>
W
Class A-2, Class A-4
6.00%
$25,000,000
----------------------- ---------------------------------
------------------ --------------------
----------------------- ---------------------------------
------------------ --------------------
X
Class A-P
0.00%
$5,958,254.39
----------------------- ---------------------------------
------------------ --------------------
----------------------- ---------------------------------
------------------ --------------------
Y
Class A-1, Class A-3, Class
6.00%
$509,154,023.85
A-5, Class A-6,
Class A-7, Class A-8,
Class A-9, Class
A-10, Class
A-11, Class R-II, Class M-1, Class M-2,
Class M-3, Class B-1, Class B-2,
Class B-3
----------------------- ---------------------------------
------------------ --------------------
</TABLE>
Uncertificated
REMIC I Regular Interests Z: Each of the 2,503
uncertificated partial
undivided beneficial
ownership interests in the Trust
Fund, numbered
sequentially
from 1 to 2,503,
each relating to the
particular
Mortgage Loan
identified
by such sequential number on the Mortgage Loan
Schedule, each having
no principal balance,
and each bearing
interest at the
respective Pool
Strip Rate on the Stated Principal Balance of the related
Mortgage Loan.
Uncertificated REMIC I
Regular Interests Z
Distribution Amount:
With
respect to
any Distribution Date, the sum of the amounts deemed to be
distributed on
the Uncertificated REMIC I Regular Interests Z for such
Distribution Date pursuant to Section 10.04(a).
Uncertificated REMIC I
Regular Interest Distribution Amounts: With
respect to each
Uncertificated
REMIC I Regular Interest, other than the
Uncertificated REMIC
I Regular Interests Z, the amount specified as the
Uncertificated REMIC I Regular Interest Distribution Amount with
respect thereto
in the definition of Uncertificated REMIC I Regular Interests.
With respect to
the Uncertificated
REMIC I Regular
Interests Z, the Uncertificated REMIC I
Regular Interests Z Distribution Amount.
Uncertificated
REMIC II Regular Interests Z: Each of the 2,503
uncertificated partial
undivided beneficial ownership interests in REMIC II
numbered sequentially
from 1 through 2,503,
each relating to the
identically
numbered
Uncertificated REMIC I
Regular Interests Z,
each having no principal
balance and bearing
interest at a rate equal to the related Pool Strip Rate on
the Stated Principal
Balance of the
Mortgage Loan related
to the identically
numbered
Uncertificated
REMIC I Regular Interests Z, comprising such
Uncertificated REMIC
II Regular
Interests Z's pro rata share of the amount
distributed pursuant to Section 10.04(a).
Uncertificated REMIC
II Regular Interests
Distribution
Amount: With
respect to
any Distribution Date, the sum of the amounts deemed to be
distributed on
the Uncertificated REMIC I Regular Interests Z for such
Distribution Date pursuant to Section 10.04(a).
Underwriters:
Greenwich Capital Markets, Inc. and Residential Funding
Securities Corporation.
Yield Maintenance Agreement: The agreement dated as of the Closing
Date,
between the Trustee and the Yield Maintenance Agreement Provider, relating to
the Class A-2 Certificates, or any replacement, substitute, collateral or
other
arrangement in lieu thereof.
Yield Maintenance
Agreement Provider:
The Royal Bank of
Scotland plc,
and its successors
and assigns or any party to any
replacement,
substitute,
collateral or other arrangement in lieu thereof.
Yield Maintenance
Payment: For any
Distribution Date, the payment, if
any, due under the Yield Maintenance Agreement in respect of such
Distribution
Date.
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.
Section 1.03. Determination of LIBOR.
LIBOR applicable to
the calculation of the
Pass-Through
Rates on the
Adjustable Rate
Certificates
for any Interest
Accrual Period (other
than the
initial Interest Accrual Period) will be determined as described
below:
On each Distribution
Date, LIBOR shall be established by the Trustee
and, as to any Interest Accrual Period, will equal the rate for one
month United
States dollar
deposits that appears on the Telerate Screen Page 3750 of the
Moneyline Telerate
Capital Markets Report as of 11:00 a.m., London time, on the
second LIBOR Business Day prior to the first day of such Interest
Accrual Period
("LIBOR Rate Adjustment Date"). "Telerate Screen Page 3750" means the
display
designated as page
3750 on the Telerate
Service (or such other page as may
replace page 3750 on that service for the purpose of displaying
London interbank
offered rates of major
banks). If such rate does not appear on such page (or
such other page as may replace that page on that service,
or if such service
is
no longer offered, any other service for displaying LIBOR or
comparable rates as
may be selected by the Trustee after consultation with the Master
Servicer), the
rate will be the
Reference Bank Rate. The "Reference Bank Rate" will be
determined on the
basis of the rates at
which deposits
in U.S. Dollars are
offered by the
reference banks
(which shall be any
three major banks that are
engaged in transactions in the London interbank market,
selected by the
Trustee
after consultation
with the Master
Servicer) as of 11:00 a.m., London time, on
the day that is one
LIBOR Business Day prior to the immediately preceding
Distribution Date to
prime banks in the London interbank market for a period of
one month in amounts
approximately equal to the aggregate Certificate Principal
Balance of the Adjustable Rate Certificates then outstanding. The Trustee will
request the principal
London office of each of the reference banks to provide a
quotation of its rate. If at least two such quotations are provided, the rate
will be the arithmetic mean of the quotations rounded up to the
next multiple of
1/16%. If on such date fewer than two quotations are provided as
requested, the
rate will be the arithmetic mean of the rates quoted by one or
more major banks
in New York City,
selected by the Trustee after consultation with the Master
Servicer, as of 11:00
a.m., New York City
time, on such date for loans in U.S.
Dollars to
leading European banks for a period of one month in amounts
approximately equal
to the aggregate Certificate Principal Balance of the
Adjustable Rate
Certificates
then outstanding. If no such quotations can be
obtained, the rate
will be LIBOR for the prior Distribution Date, or, in the
case of the first
LIBOR Rate Adjustment Date, 4.31% per annum; provided,
however, if, under the priorities described above, LIBOR for a
Distribution Date
would be based
on LIBOR for the previous Distribution Date for the third
consecutive
Distribution Date, the
Trustee shall, after
consultation with the
Master Servicer,
select an alternative comparable index (over which the Trustee
has no control), used for determining one-month Eurodollar lending
rates that is
calculated and published (or otherwise made available) by an
independent party.
"LIBOR Business Day" means any day other than (i) a Saturday or a
Sunday or (ii)
a day on which banking institutions in the city of London,
England are
required
or authorized by law to be closed.
The establishment
of LIBOR by the
Trustee on any LIBOR Rate Adjustment
Date and the Master Servicer's subsequent calculation of the Pass-Through
Rates
applicable to each of the Adjustable Rate Certificates for the
relevant Interest
Accrual Period, in the absence of manifest error, will be final and
binding.
Promptly following
each LIBOR Rate
Adjustment
Date the Trustee
shall
supply the Master
Servicer with the
results of its
determination of LIBOR
on
such date.
Furthermore, the
Trustee will supply the Pass-Through Rates on each
of the Adjustable
Rate Certificates for the current and the immediately
preceding Interest Accrual Period via the Trustee's internet
website, which may
be obtained by telephoning the Trustee at (800) 735-7777.
<PAGE>
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01.
Conveyance of Mortgage Loans.
(a) (See Section 2.01(a) of the Standard Terms).
(b) (See Section 2.01(b) of the Standard Terms).
(c) The Company may, in lieu of delivering the original of the
documents
set forth in Section 2.01(b)(I)(ii), (iii), (iv) and (v) and Section
(b)(II)(ii), (iv),
(vii), (ix) and (x) (or copies thereof as permitted by
Section 2.01(b)) to
the Trustee or the
Custodian or
Custodians, 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 Section
2.01(b)(I)(ii),
(iii),
(iv) and (v) and
Section (b)(II)(ii),
(iv), (vii), (ix) and (x) (or copies
thereof as permitted by such Section) 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 the Custodian
or Custodians that are the duly appointed agent or agents 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) (See Section 2.01(d) of the Standard Terms).
(e) (See Section 2.01(e) of the Standard Terms).
(f) (See Section 2.01(f) of the Standard Terms).
(g) (See Section 2.01(g) of the Standard Terms).
(h) (See Section 2.01(h) of the Standard Terms).
(i) In connection with such assignment, and contemporaneously with the
delivery of this
Agreement, the Company
delivered or caused to be delivered
hereunder to the Trustee, the Yield Maintenance Agreement (the
delivery of which
shall evidence that
the fixed payment for the Yield Maintenance Agreement has
been paid and the
Trustee and the Trust
Fund shall
have no further payment
obligation thereunder and that such fixed payment has been
authorized hereby).
Section 2.02.
Acceptance by Trustee.
(See Section 2.02 of the Standard Terms)
Section 2.03.
Representations, Warranties and Covenants
of the Master Servicer and the Company.
(a) For representations, warranties and covenants of the Master
Servicer, see Section 2.03(a) of the Standard Terms.
(b) The Company hereby
represents
and warrants to the
Trustee for the
benefit of
Certificateholders
that as of the Closing
Date (or, if
otherwise
specified below, as of the date so specified):
(i)
No Mortgage Loan is 30
or more days
Delinquent in payment of principal
and interest
as of the Cut-off
Date and no Mortgage
Loan has been so
Delinquent more than
once in the 12-month
period prior to the
Cut-off
Date;
(ii) The
information
set forth in Exhibit
One hereto with
respect to each
Mortgage Loan or the
Mortgage Loans, as the case may be, is true
and
correct in all material respects at the date or dates
respecting which
such information is furnished;
(iii) The
Mortgage Loans are fully-amortizing (subject to interest only
periods, if
applicable),
fixed-rate mortgage
loans with level Monthly
Payments due, with respect to a majority of the Mortgage
Loans, on the
first day of each
month and terms to maturity at origination or
modification of not more than 30 years;
(iv) To
the best of the Company's knowledge, except in the case of 16
Mortgage Loans
representing
approximately
0.5% of the aggregate
principal balance of
the Mortgage Loans, if
a Mortgage Loan is secured
by a Mortgaged
Property with a
Loan-to-Value Ratio at
origination in
excess of 80%, such Mortgage Loan is the subject of a Primary
Insurance
Policy that insures (a) at least 35% of the Stated Principal
Balance of
the Mortgage Loan at origination if the Loan-to-Value Ratio is between
100.00% and 95.01%,
(b) at least 30% of the Stated Principal Balance of
the Mortgage Loan at origination if the Loan-to-Value Ratio is between
95.00% and 90.01%, (c) at least 25% of such balance if the
Loan-to-Value
Ratio is between
90.00% and 85.01% and (d) at least 12% of such balance
if the Loan-to-Value
Ratio is between 85.00% and 80.01%. To the best of
the Company's
knowledge, each such
Primary Insurance Policy is in full
force and effect and the Trustee is entitled to the benefits
thereunder;
(v)
The issuers of the Primary Insurance Policies are insurance
companies
whose claims-paying
abilities are
currently acceptable
to each Rating
Agency;
(vi) No
more than 0.9% of the Mortgage Loans by aggregate Stated Principal
Balance as of the
Cut-off Date are secured by Mortgaged Properties
located in any one zip code area in California and no more than 0.4% of
the Mortgage
Loans by aggregate Stated Principal Balance as of the
Cut-off Date are secured by Mortgaged Properties located in any one
zip
code area outside California;
(vii) The
improvements upon the Mortgaged Properties are insured against
loss
by fire and other
hazards as required by the Program Guide, including
flood insurance if
required under the National Flood Insurance Act of
1968, as amended. The
Mortgage requires the
Mortgagor to maintain such
casualty insurance at
the Mortgagor's
expense, and on the
Mortgagor's
failure to do so,
authorizes the holder
of the Mortgage to
obtain and
maintain such
insurance at the Mortgagor's expense and to seek
reimbursement therefor from the Mortgagor;
(viii) Immediately
prior to the assignment of the Mortgage Loans to the
Trustee, the Company
had good title to, and was the sole owner of, each
Mortgage Loan
free and clear of any pledge, lien, encumbrance or
security
interest (other
than rights to servicing and related
compensation) and such
assignment validly
transfers ownership of the
Mortgage Loans to the
Trustee free and clear of any pledge, lien,
encumbrance or security interest;
(ix)
Approximately 73.6% of
the Mortgage Loans by aggregate Stated Principal
Balance as of the Cut-off Date were underwritten under a reduced loan
documentation program,
approximately
12.8% of the
Mortgage Loans by
aggregate Stated
Principal Balance as of the Cut-off Date were
underwritten under a no-stated income program, and approximately 17.5%
of the Mortgage Loans by aggregate Stated Principal Balance as of the
Cut-off Date were underwritten under a no income/no asset
program;
(x)
Except with respect to
approximately
19.8% of the
Mortgage Loans by
aggregate Stated Principal Balance as of the Cut-off Date, the
Mortgagor
represented in its loan application with respect to the related
Mortgage
Loan that the Mortgaged Property would be owner-occupied;
(xi) None
of the Mortgage Loans is a Buy-Down Mortgage Loan;
(xii) Each
Mortgage Loan constitutes a qualified mortgage under Section
860G(a)(3)(A) of
the Code and Treasury Regulations Section
1.860G-2(a)(1),
(2), (4), (5) and (6), without reliance on the
provisions of Treasury
Regulation Section
1.860G-2(a)(3)
or Treasury
Regulation Section
1.860G-2(f)(2)
or any other
provision that would
allow a Mortgage Loan to be treated as a "qualified mortgage"
notwithstanding
its failure
to meet the requirements of Section
860G(a)(3)(A) of
the Code and Treasury Regulation
Section
1.860G-2(a)(1), (2), (4), (5) and (6);
(xiii) A policy of
title insurance
was effective as of the closing of each
Mortgage Loan and is
valid and binding
and remains in full force and
effect, unless the Mortgaged Properties are located in the State of
Iowa
and an attorney's
certificate
has been provided as described in the
Program Guide;
(xiv) No more
than 0.2% of the Mortgage Loans by aggregate Stated Principal
Balance as of the Cut-off Date are Cooperative Loans;
(xv) With
respect to each
Mortgage Loan
originated
under a "streamlined"
Mortgage Loan program
(through which no new or updated
appraisals of
Mortgaged Properties
are obtained in
connection with the
refinancing
thereof), the related
Seller has represented
that either (a) the value
of the related
Mortgaged Property as
of the date the Mortgage Loan was
originated was not less than the appraised value of such property
at the
time of origination of the refinanced Mortgage Loan or (b) the
Loan-to-Value Ratio of
the Mortgage Loan as of the date of origination
of the Mortgage Loan generally meets the Company's underwriting
guidelines;
(xvi) Interest
on each Mortgage
Loan is calculated on
the basis of a 360-day
year consisting of twelve 30-day months;
(xvii) None of the
Mortgage Loans contain in the related Mortgage File a
Destroyed Mortgage Note;
(xviii) None of the Mortgage Loans has been made to an International Borrower,
and no such Mortgagor is a member of a foreign diplomatic mission with
diplomatic rank;
(xix) No
Mortgage Loan provides
for payments that are subject to reduction by
withholding taxes
levied by any foreign
(non-United States)
sovereign
government; and
(xx) None
of the Mortgage Loans is an Additional Collateral Loan and none of
the Mortgage Loans is a Pledged Asset Loan.
It is understood and agreed that the representations and warranties
set forth in
this Section 2.03(b) shall survive delivery of the respective
Mortgage Files to
the Trustee or any Custodian.
Upon discovery by any of the Company, the Master Servicer, the Trustee
or any Custodian of a breach of any of the representations and warranties set
forth in this
Section 2.03(b) that materially and adversely affects the
interests of the
Certificateholders in any Mortgage Loan, the party discovering
such breach shall give prompt written notice to the other parties
(any Custodian
being so obligated under a Custodial Agreement); provided, however, that in the
event of a breach of
the representation
and warranty set forth in Section
2.03(b)(xii), the
party discovering
such breach shall give
such notice within
five days of discovery. Within 90 days of its discovery or its
receipt of notice
of breach,
the Company shall either (i) cure such breach in all material
respects or (ii) purchase such Mortgage Loan from the Trust Fund at
the Purchase
Price and in the manner set forth in Section 2.02; provided that the Company
shall have the option to substitute a Qualified Substitute Mortgage Loan or
Loans for such
Mortgage Loan if such substitution occurs within two years
following the Closing Date; provided that if the omission or
defect would cause
the Mortgage Loan to be other than a "qualified mortgage" as defined in
Section
860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days
from the date such
breach was discovered. Any such substitution shall be
effected by the
Company under the same terms and
conditions
as provided in
Section 2.04 for
substitutions by
Residential
Funding. It is understood and
agreed that the
obligation of the Company to cure such breach or to so purchase
or substitute
for any Mortgage Loan
as to which such a breach has occurred and
is continuing shall constitute the sole remedy respecting such breach
available
to the
Certificateholders or
the Trustee on behalf of the Certificateholders.
Notwithstanding the
foregoing,
the Company shall not be required to cure
breaches or
purchase or substitute for Mortgage Loans as provided in this
Section 2.03(b) if the
substance of the
breach of a
representation set
forth
above also constitutes fraud in the origination of the Mortgage
Loan.
Section 2.04.
Representations and
Warranties of Sellers.
(See Section 2.04 of
the Standard Terms)
Section 2.05.
Execution and
Authentication
of Certificates/Issuance
of
Certificates Evidencing Interests in REMIC I Certificates.
The Trustee
acknowledges the assignment to it of the Mortgage Loans and
the delivery
of the Mortgage Files to it, or any Custodian on its behalf,
subject to any exceptions noted, together with the assignment to it
of all other
assets included in the Trust Fund and/or the applicable REMIC,
receipt of which
is hereby acknowledged. Concurrently with such delivery and in exchange
therefor, the Trustee,
pursuant to the
written request of the Company executed
by an officer of the Company, has executed and caused to be
authenticated
and
delivered to or upon
the order of the
Company the Class R-I
Certificates
in
authorized
denominations which together with the Uncertificated REMIC I
Regular
Interests, evidence the beneficial interest in REMIC I.
Section 2.06.
Conveyance of
Uncertificated
REMIC I and REMIC II Regular
Interests; Acceptance by the Trustee.
The Company, as of the Closing Date, and concurrently with the
execution
and delivery hereof,
does hereby assign without recourse all the right,
title
and interest
of the Company in and to the Uncertificated REMIC I Regular
Interests to the
Trustee for the benefit of the Holders of each Class of
Certificates (other than the Class R-I Certificates). The Trustee acknowledges
receipt of the
Uncertificated REMIC I
Regular Interests
and declares that
it
holds and will hold the same in trust for the exclusive use and benefit of all
present and future Holders of each Class of Certificates (other than the Class
R-I Certificates).
The rights of the
Holders of each Class of Certificates
(other than the Class
R-I Certificates) to receive distributions from the
proceeds of REMIC II in respect of such Classes, and all ownership interests of
the Holders of such Classes in such distributions, shall be as set
forth in this
Agreement.
Section 2.07. Issuance of Certificates Evidencing Interest in REMIC
II.
The Trustee
acknowledges the
assignment
to it of the
Uncertificated
REMIC I Regular Interests and, concurrently therewith and in exchange
therefor,
pursuant to the
written request of the
Company executed by an officer of the
Company, the Trustee
has executed and caused to be authenticated and delivered
to or upon the order of the Company, all Classes of Certificates
(other than the
Class R-I Certificates) in authorized denominations, which evidence the
beneficial interest in the entire REMIC II.
Section 2.08. Purposes
and Powers of the Trust. (See Section 2.08 of the
Standard Terms).
<PAGE>
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
(SEE ARTICLE III OF THE STANDARD TERMS)
<PAGE>
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01.
Certificate Account.
(See Section 4.01 of the Standard Terms)
Section 4.02.
Distributions.
(a) On each
Distribution Date the
Master Servicer on behalf of the
Trustee (or the Paying Agent appointed by the Trustee) shall
distribute to the
Master Servicer, in
the case of a distribution pursuant to Section 4.02(a)(iii)
below, and to each Certificateholder of record on the next
preceding Record Date
(other than as provided in Section 9.01 of the Standard Terms respecting the
final distribution)
either in immediately
available funds (by wire transfer or
otherwise) to the
account of such
Certificateholder at a
bank or other entity
having appropriate
facilities
therefor, if such Certificateholder has so
notified the Master
Servicer or the Paying
Agent, as the case may be, or, if
such Certificateholder
has not so notified
the Master
Servicer or the
Paying
Agent by the Record
Date, by check mailed to such Certificateholder at the
address of
such Holder appearing in the Certificate Register such
Certificateholder's
share (which
share (A) with respect to each Class of
Certificates (other
than any Subclass of the Class A-V Certificates), shall be
based on the aggregate of the Percentage Interests represented by Certificates
of the applicable
Class held by such Holder or (B) with respect to any Subclass
of the Class A-V Certificates, shall be equal to the amount (if
any) distributed
pursuant to Section
4.02(a)(i) below to
each Holder of a Subclass thereof) of
the following
amounts, in the following order of priority (subject to the
provisions of Section 4.02(b), (c) and (e) below), in each case to
the extent of
the Available Distribution Amount:
(i) to the Senior
Certificates (other
than the Class A-P
Certificates), on a pro rata basis based on Accrued Certificate
Interest
payable on such
Certificates with
respect to such
Distribution Date,
Accrued Certificate
Interest on such Classes of Certificates (or
Subclasses, if any, with respect to the Class A-V Certificates) for
such
Distribution Date
(provided that for the purpose of this Section
4.02(a)(i) the
Available Funds Cap shall be 6.00%),
plus any Accrued
Certificate
Interest thereon
remaining
unpaid from any previous
Distribution Date
except as provided in the last paragraph of this
Section 4.02(a); and
(ii) (X) to the Class
A-P Certificates, the Class A-P
Principal
Distribution Amount
(applied to reduce the Certificate
Principal Balance of such Senior Certificates); and
(Y) to the Senior
Certificates (other than the Class A-P,
Class A-4 and Class A-V Certificates), in the priorities and
amounts set
forth in Section
4.02(b) and (c), the sum of the following (applied to
reduce the Certificate
Principal Balances of such Senior Certificates,
as applicable):
(A) the Senior
Percentage
for such Distribution Date times the sum of the
following:
(1)
the principal portion of each Monthly Payment due during the
related Due
Period on each
Outstanding
Mortgage Loan (other than the related
Discount Fraction of
the principal portion of such payment with respect
to a Discount Mortgage Loan), whether or not received on or prior
to the
related Determination
Date, minus the principal portion of any Debt
Service Reduction
(other than the related Discount Fraction of the
principal portion of
such Debt Service
Reductions with respect to each
Discount Mortgage
Loan) which
together with other
Bankruptcy
Losses
exceeds the Bankruptcy Amount;
(2)
the Stated Principal Balance of any Mortgage Loan repurchased
during the
preceding calendar
month (or deemed to have been so repurchased in
accordance with
Section 3.07(b) of the Standard Terms) pursuant to
Section 2.02,
2.03, 2.04 or 4.07 and the amount of any shortfall
deposited in the Custodial Account in connection with the
substitution
of a Deleted Mortgage
Loan pursuant to
Section 2.03 or 2.04 during the
preceding calendar
month (other than the related Discount Fraction of
such Stated Principal Balance or shortfall with respect to each
Discount
Mortgage Loan); and
(3)
the principal portion of all other unscheduled collections (other than
Principal Prepayments
in Full and
Curtailments and amounts received in
connection with a Cash Liquidation or REO Disposition of a Mortgage
Loan
described in
Section 4.02(a)(ii)(Y)(B) of this Series Supplement,
including without limitation Insurance Proceeds, Liquidation Proceeds
and REO Proceeds), including Subsequent Recoveries, received during the
preceding calendar
month (or deemed to have been so received in
accordance with
Section 3.07(b) of the
Standard Terms) to the extent
applied by the Master Servicer as recoveries of principal of the
related
Mortgage Loan pursuant to Section 3.14 of the Standard Terms (other
than
the related
Discount Fraction of the principal portion of such
unscheduled collections, with respect to each Discount Mortgage
Loan);
(B)
with respect to each Mortgage Loan for which a Cash Liquidation or
a REO
Disposition occurred
during the preceding calendar month (or was deemed
to have occurred
during such period in accordance with Section 3.07(b)
of the Standard Terms)
and did not result in any Excess Special Hazard
Losses, Excess Fraud
Losses, Excess
Bankruptcy Losses or Extraordinary
Losses, an amount
equal to the lesser of (a) the Senior Percentage for
such Distribution
Date times the Stated Principal Balance of such
Mortgage Loan (other than the related Discount Fraction of such Stated
Principal Balance,
with respect to each Discount Mortgage Loan) and (b)
the Senior Accelerated
Distribution
Percentage for such
Distribution
Date times
the related unscheduled collections (including without
limitation Insurance Proceeds, Liquidation Proceeds and REO
Proceeds) to
the extent applied by the Master Servicer as recoveries of
principal of
the related Mortgage Loan pursuant to Section 3.14 of the Standard
Terms
(in each case other than the portion of such unscheduled collections,
with respect to a Discount Mortgage Loan, included in clause (C) of the
definition of Class A-P Principal Distribution Amount);
(C)
the Senior Accelerated
Distribution
Percentage for such
Distribution
Date times the aggregate of all Principal Prepayments in Full received
in the related
Prepayment
Period and Curtailments received in the
preceding calendar
month (other than the related Discount Fraction of
such Principal
Prepayments in Full
and Curtailments,
with respect to
each Discount Mortgage Loan);
(D)
any Excess Subordinate Principal Amount for such Distribution Date;
and
(E)
any amounts described in subsection (ii)(Y), clauses (A), (B) and
(C) of
this Section 4.02(a), as determined for any previous Distribution Date,
which remain unpaid after application of amounts previously
distributed
pursuant to this
clause (E) to the
extent that such
amounts are not
attributable to
Realized Losses which have been allocated to the
Subordinate Certificates; minus
(F)
the Capitalization
Reimbursement
Amount for such
Distribution
Date,
other than the related
Discount Fraction of
any portion of that amount
related to each Discount Mortgage Loan, multiplied by a fraction,
the
numerator of which is the Senior Principal Distribution Amount, without
giving effect to this
clause (F), and the
denominator of which
is the
sum of the principal distribution amounts for all Classes of
Certificates other
than the Class
A-P Certificates, without giving
effect to any reductions for the Capitalization Reimbursement
Amount;
(iii) if the
Certificate Principal
Balances of the
Subordinate
Certificates have not
been reduced to zero, to the Master Servicer or a
Sub-Servicer, by
remitting for deposit to the Custodial Account, to the
extent of and in reimbursement for any Advances or Sub-Servicer
Advances
previously made with
respect to any Mortgage Loan or REO Property which
remain unreimbursed in
whole or in part following the Cash Liquidation
or REO Disposition of such Mortgage Loan or REO Property, minus any
such
Advances that were made with respect to delinquencies that ultimately
constituted Excess
Special Hazard Losses,
Excess Fraud Losses,
Excess
Bankruptcy Losses or Extraordinary Losses;
(iv) to the Holders of
the Class M-1
Certificates, the
Accrued
Certificate Interest
thereon for such Distribution Date, plus any
Accrued Certificate
Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(v) to the Holders of the Class M-1 Certificates, an amount
equal
to (x) the Subordinate
Principal Distribution
Amount for such Class of
Certificates for such
Distribution
Date, minus (y) the amount of any
Class A-P Collection
Shortfalls for such Distribution Date or remaining
unpaid for all previous Distribution Dates, to the extent the amounts
available pursuant to clause (x) of Sections 4.02(a)(vii), (ix), (xi),
(xiii), (xiv)
and (xv) of this Series Supplement are insufficient
therefor, applied in
reduction of the Certificate Principal Balance of
the Class M-1 Certificates;
(vi) to the Holders of
the Class M-2
Certificates, the
Accrued
Certificate Interest
thereon for such Distribution Date, plus any
Accrued Certificate
Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(vii) to the Holders
of the Class M-2
Certificates,
an amount
equal to (x) the
Subordinate Principal
Distribution
Amount for such
Class of Certificates for such Distribution Date, minus (y) the amount
of any Class A-P
Collection Shortfalls
for such Distribution
Date or
remaining unpaid for all previous Distribution Dates, to the extent
the
amounts available pursuant to clause (x) of Sections 4.02(a) (ix),
(xi),
(xiii), (xiv) and (xv) are insufficient therefor, applied in reduction
of the Certificate Principal Balance of the Class M-2
Certificates;
(viii) to the Holders of the Class M-3 Certificates, the Accrued
Certificate Interest
thereon for such Distribution Date, plus any
Accrued Certificate
Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(ix) to the Holders
of the Class M-3 Certificates, an amount
equal to (x) the
Subordinate Principal
Distribution
Amount for such
Class of Certificates for such Distribution Date minus (y) the
amount of
any Class A-P Collection Shortfalls for such Distribution Date or
remaining unpaid for all previous Distribution Dates, to the extent
the
amounts available
pursuant to clause (x) of Sections 4.02(a)(xi),
(xiii), (xiv) and (xv) are insufficient therefor, applied in reduction
of the Certificate Principal Balance of the Class M-3
Certificates;
(x) to the Holders of
the Class B-1
Certificates, the
Accrued
Certificate Interest
thereon for such Distribution Date, plus any
Accrued Certificate
Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(xi) to the Holders
of the Class B-1 Certificates, an amount
equal to (x) the
Subordinate Principal
Distribution
Amount for such
Class of Certificates for such Distribution Date minus (y) the
amount of
any Class A-P Collection Shortfalls for such Distribution Date or
remaining unpaid for all previous Distribution Dates, to the extent
the
amounts available
pursuant to clause (x) of Sections 4.02(a)(xiii),
(xiv) and (xv) are
insufficient therefor,
applied in reduction
of the
Certificate Principal Balance of the Class B-1 Certificates;
(xii) to the Holders of the Class B-2 Certificates, the Accrued
Certificate Interest
thereon for such Distribution Date, plus any
Accrued Certificate
Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(xiii) to the Holders
of the Class B-2
Certificates, an
amount
equal to (x) the
Subordinate Principal
Distribution
Amount for such
Class of Certificates for such Distribution Date minus (y) the
amount of
any Class A-P Collection Shortfalls for such Distribution Date or
remaining unpaid for all previous Distribution Dates, to the extent
the
amounts available
pursuant to clause (x)
of Sections
4.02(a)(xiv) and
(xv) are insufficient therefor, applied in reduction of the
Certificate
Principal Balance of the Class B-2 Certificates;
(xiv) to the Holders
of the Class B-3
Certificates,
an amount
equal to (x) the Accrued Certificate Interest thereon for such
Distribution Date,
plus any Accrued Certificate Interest thereon
remaining unpaid from any previous Distribution Date, except as
provided
below, minus (y) the
amount of any Class A-P Collection Shortfalls for
such Distribution Date or remaining unpaid for all previous
Distribution
Dates, to the extent
the amounts
available pursuant to clause (x) of
Section 4.02(a)(xv) are insufficient therefor;
(xv) to the Holders
of the Class B-3 Certificates, an amount
equal to (x) the
Subordinate Principal
Distribution
Amount for such
Class of Certificates for such Distribution Date minus (y) the
amount of
any Class A-P Collection Shortfalls for such Distribution Date or
remaining unpaid
for all previous Distribution Dates applied in
reduction of
the Certificate Principal Balance of the Class B-3
Certificates;
(xvi) to the Senior Certificates, on a pro rata basis in
accordance with
their respective outstanding Certificate Principal
Balances, the portion,
if any, of the
Available Distribution Amount
remaining after the
foregoing distributions applied to reduce the
Certificate Principal
Balances of such Senior Certificates, but in no
event more than the aggregate of the outstanding Certificate Principal
Balances of each such Class of Senior Certificates, and thereafter, to
each Class of Subordinate Certificates then outstanding
beginning with
such Class with the
Highest Priority, any portion of the Available
Distribution Amount
remaining after the Senior Certificates have been
retired, applied to
reduce the Certificate
Principal Balance of each
such Class of
Subordinate
Certificates, but in
no event more than the
outstanding
Certificate Principal
Balance of each such Class of
Subordinate Certificates; and
(xvii) to the Class R-II Certificates, the balance, if any, of
the Available Distribution Amount.
Notwithstanding the foregoing, on any Distribution Date, with
respect to
the Class of Subordinate Certificates outstanding on such
Distribution Date with
the Lowest Priority, or in the event the Subordinate Certificates are no longer
outstanding, the
Senior Certificates,
Accrued Certificate Interest thereon
remaining unpaid from any previous Distribution Date will be
distributable only
to the extent that (1)
a shortfall
in the amounts available to pay Accrued
Certificate Interest
on any Class of Certificates results from an interest rate
reduction in
connection
with a Servicing Modification, or (2) such unpaid
Accrued Certificate Interest was attributable to interest
shortfalls relating to
the failure
of the Master Servicer to make any required Advance, or the
determination by the
Master Servicer that any proposed Advance would be a
Nonrecoverable Advance
with respect to the related
Mortgage Loan where such
Mortgage Loan
has not yet been the subject of a Cash Liquidation or REO
Disposition or the
related Liquidation
Proceeds, Insurance Proceeds and REO
Proceeds have not yet been distributed to the
Certificateholders.
(b) Distributions
of principal on the Senior Certificates on each
Distribution Date will be made as follows:
(i) the Class A-P Principal Distribution Amount shall be
distributed to
the
Class A-P Certificates, until the Certificate Principal Balance
thereof
has been reduced to zero;
(ii) the Senior Principal Distribution Amount shall be
distributed:
(A) first,
to the Class R-I Certificates and Class R-II
Certificates, on a pro
rata basis in accordance with their respective
Certificate
Principal Balances,
until
the Certificate Principal
Balances thereof have been reduced to zero;
(B) second,
to the Lockout Certificates on a pro rata basis in
accordance with their respective Certificate Principal Balances,
until
the Certificate
Principal Balances of
the Lockout
Certificates have
been reduced to zero,
an amount equal to the sum of (1) the
Lockout
Percentage of the
Lockout Certificates'
pro rata share (based
on the
aggregate
Certificate Principal
Balance thereof relative to the
aggregate Certificate
Principal Balance of all classes of Certificates
(other than
the Class A-P Certificates) of the aggregate of the
collections described
in clauses (A), (B), (D) and (E) (net of amounts
set forth in clause (F)) of Section 4.02(a)(ii)(Y), without
application
of the Senior
Percentage
and the Senior Accelerated Distribution
Percentage and (2) the
Lockout Prepayment
Percentage
of the Lockout
Certificates' pro
rata share (based on the Certificate Principal
Balance of
the Lockout Certificates relative to the Certificate
Principal Balance of all classes of Certificates (other than the Class
A-P Certificates))
of collections
described in clause
(C) of Section
4.02(a)(ii)(Y)
without
application of
the Senior Accelerated
Distribution
Percentage; provided,
however, that if the
aggregate of
the amounts set forth in clauses (A), (B), (C), (D) and (E) (net of
amounts set forth in clause (F)) of Section 4.02(a)(ii)(Y) is more
than
the balance of the Available Distribution Amount remaining after the
amount payable
pursuant to Section 4.02(a)(i) and the Class A-P
Principal Distribution Amount have been distributed, the amount
paid to
the Lockout Certificates pursuant to this Section 4.02(b)(ii)(B) shall
be reduced by an amount equal to the Lockout Certificates' pro rata
share (based on the
aggregate Certificate Principal Balance of the
Lockout Certificates
relative to the aggregate Certificate Principal
Balance of the all
classes of
Certificates (other
than the Class A-P
Certificates)) of such difference;
(C) third, the balance of the Senior Principal Distribution Amount
remaining after
the distributions, if any, described in clauses
(a)(ii)(A) and (a)(ii)(B) above shall be distributed
concurrently
as
follows:
(a) 26.0808998897%
of any remaining
amount in the following
manner and priority:
(1) first, up to $782 on each Distribution Date, in the
following manner and priority:
a. first, to the Class A-2 Certificates and Class A-7
Certificates, on a pro
rata basis in
accordance
with
their respective
Certificate
Principal Balances, an
amount up to $521 on that Distribution Date, until the
Certificate Principal Balances thereof have been reduced
to zero;
b. second, to the Class A-6 Certificates, an amount
up to $273,404
on each Distribution Date, until the
Certificate Principal
Balance thereof has
been reduced
to zero;
c. third, to the Class A-2 Certificates and Class A-7
Certificates, on a pro
rata basis in
accordance
with
their respective
Certificate Principal Balances, until
the Certificate
Principal Balances thereof have been
reduced to zero; and
d. fourth, to the Class A-6 Certificates, until the
Certificate Principal
Balance thereof has
been reduced
to zero;
(2) second, to the Class A-5 Certificates, an amount up
to $499,948 on each Distribution Date, until the Certificate
Principal Balance thereof has been reduced to zero;
(3) third, to the
Class A-2 Certificates
and Class A-7
Certificates, on a pro
rata basis in accordance with their
respective Certificate
Principal Balances, an
amount up to
$521 on each
Distribution Date,
after first taking into
account any
distributions
described in
(a)(ii)(C)(a)(1)a
above, until the Certificate Principal Balances thereof have
been reduced to zero;
(4) fourth, to the Class A-6 Certificates, an amount up
to $273,404 on each
Distribution
Date after first
taking
into
account
any
distributions described
in
(a)(ii)(C)(a)(1)b
above, until the
Certificate
Principal
Balance thereof has been reduced to zero;
(5) fifth, to the
Class A-2 Certificates
and Class A-7
Certificates, on a pro
rata basis in accordance with their
respective
Certificate
Principal Balances,
until
the
Certificate Principal
Balances thereof have been reduced to
zero;
(6) sixth,
to the Class A-6 Certificates, until the
Certificate Principal
Balance thereof has been reduced to
zero; and
(7) seventh,
to the Class A-5
Certificates,
until the
Certificate Principal
Balance thereof has been reduced to
zero;
(b) 30.5634989380%
of any remaining amount to the Class A-9
Certificates until the Certificate Principal Balance thereof has
been
reduced to zero; and
(c) 43.3556011723%
of any remaining amount in the following
manner and priority:
(1) first,
to the Class A-10 Certificates until the
Certificate Principal
Balance thereof has been reduced to
zero; and
(2) second,
to the Class
A-11 Certificates until the
Certificate Principal
Balance thereof has been reduced to
zero;
(D) fourth,
any remaining amount to the Class A-3
Certificates
until the Certificate
Principal Balance thereof has been reduced to
zero; and;
(E) fifth, any remaining amount to the Lockout Certificates, on a
pro rata basis in accordance with their respective Certificate
Principal Balances,
until the Certificate
Principal Balances of the
Lockout Certificates have been reduced to zero.
(c) Notwithstanding
Section 4.02(b), on or after the Credit
Support
Depletion Date, an amount equal to the Class A-P Principal
Distribution
Amount
will be distributed to the Class A-P Certificates and then the Senior
Principal
Distribution Amount
will be distributed to
the remaining Senior
Certificates
(other than the Class A-P Certificates and the Class A-V
Certificates) pro
rata
in accordance with their respective outstanding Certificate
Principal Balances.
(d) After the
reduction of the
Certificate Principal
Balances of the
Senior Certificates (other than the Class A-P Certificates) to zero
but prior to
the Credit Support Depletion Date, the Senior Certificates (other
than the Class
A-P Certificates)
will be entitled to no
further distributions
of principal
thereon and the Available Distribution Amount will be
distributed solely to the
holders of the Class A-P, Class A-V and Subordinate Certificates, in each case
as described herein.
(e) In addition to the
foregoing distributions, with respect to any
Subsequent Recoveries,
the Master
Servicer shall deposit such funds into
the
Custodial Account
pursuant to Section
3.07(b)(iii) of the
Standard Terms. If,
after taking into account such Subsequent Recoveries, the amount of a Realized
Loss is reduced, the
amount of such
Subsequent Recoveries
will be applied to
increase the
Certificate
Principal
Balance of the Class of Subordinate
Certificates with a
Certificate Principal
Balance greater than zero with the
highest payment priority to which Realized Losses, other than Excess Bankruptcy
Losses, Excess Fraud
Losses, Excess
Special Hazard Losses and Extraordinary
Losses, have been allocated, but not by more than the amount of
Realized Losses
previously allocated to that Class of Certificates pursuant to
Section 4.05. The
amount of any remaining Subsequent Recoveries will be applied to
increase from
zero the Certificate
Principal Balance of
the Class of
Certificates with
the
next lower payment
priority, up to the amount of Realized
Losses previously
allocated to that Class of Certificates pursuant to Section 4.05. Any
remaining
Subsequent Recoveries
will in turn be applied to increase from zero the
Certificate Principal
Balance of the Class
of Certificates with the next lower
payment priority up to
the amount of Realized
Losses previously
allocated to
that Class of Certificates pursuant to Section 4.05, and so
on. Holders of such
Certificates will
not be entitled to any payment in respect of Accrued
Certificate Interest
on the amount of such
increases for any Interest Accrual
Period preceding the
Interest Accrual
Period that relates to the Distribution
Date on which such increase occurs. Any such increases shall be
applied to the
Certificate Principal
Balance of each
Certificate of such
Class in accordance
with its respective Percentage Interest.
(f) On each
Distribution Date, the
Yield Maintenance
Payment will be
distributed to the Class A-2 Certificates.
(g) Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, as Holder thereof, and the Depository shall be solely
responsible for crediting the amount of such distribution to the
accounts of its
Depository
Participants in
accordance
with its normal procedures. Each
Depository Participant
shall be responsible for disbursing such distribution to
the Certificate
Owners that it
represents and to each
indirect
participating
brokerage firm (a "brokerage firm") for which it acts as agent.
Each brokerage
firm shall be responsible for disbursing funds to the Certificate
Owners that it
represents. None of
the Trustee, the Certificate Registrar, the Company or the
Master Servicer shall have any responsibility therefor.
(h) Except as otherwise provided in Section 9.01 of the
Standard Terms,
if the Master Servicer anticipates that a final distribution with
respect to any
Class of Certificates
will be made on the
next Distribution
Date, the Master
Servicer shall, no later than the Determination Date in the month of such
final
distribution, notify
the Trustee and the Trustee shall, no later than two (2)
Business Days after such Determination Date, mail on such date to
each Holder of
such Class of
Certificates
a notice to the effect that: (i) the Trustee
anticipates that
the final distribution with respect to such Class of
Certificates will be
made on such
Distribution Date but only upon presentation
and surrender of such
Certificates at the office of the Trustee or as otherwise
specified therein,
and (ii) no interest
shall accrue on such Certificates from
and after the end of the related Interest Accrual Period. In the event that
Certificateholders
required to surrender their Certificates pursuant to Section
9.01(c) of the Standard Terms do not surrender their Certificates for final
cancellation, the
Trustee shall cause funds distributable with respect to
such
Certificates to be
withdrawn from the Certificate Account and credited to a
separate escrow account for the benefit of such Certificateholders as provided
in Section 9.01(d) of the Standard Terms.
Section 4.03.
Statements to
Certificateholders;
Statements
to the Rating
Agencies; Exchange
Act Reporting. (See Section 4.03 of the Standard
Terms)
Section 4.04.
Distribution of Reports to the Trustee and the Company;
Advances
by the Master Servicer. (See Section 4.04 of the Standard
Terms)
Section 4.05.
Allocation of Realized Losses.
Prior to each Distribution Date, the Master Servicer shall
determine the
total amount
of Realized Losses, if any, that resulted from any Cash
Liquidation, Servicing Modification, Debt Service Reduction,
Deficient Valuation
or REO Disposition that occurred during the related Prepayment
Period or, in the
case of a Servicing
Modification that
constitutes a
reduction of the interest
rate on a Mortgage Loan, the amount of the reduction in the
interest portion
of
the Monthly
Payment due during the related Due Period. The amount of each
Realized Loss shall be
evidenced by an Officers' Certificate. All Realized
Losses, other than Excess Special Hazard Losses, Extraordinary Losses, Excess
Bankruptcy Losses or Excess Fraud Losses, shall be allocated as
follows: first,
to the Class B-3 Certificates, until the Certificate Principal Balance thereof
has been reduced
to zero; second, to the Class B-2 Certificates until the
Certificate Principal
Balance thereof has
been reduced to zero;
third, to the
Class B-1 Certificates until the Certificate Principal Balance thereof has
been
reduced to zero;
fourth, to the Class
M-3 Certificates
until the
Certificate
Principal Balance
thereof has been
reduced to zero;
fifth, to the Class M-2
Certificates until the Certificate Principal Balance thereof has
been reduced to
zero; sixth,
to the Class M-1
Certificates
until the Certificate Principal
Balance thereof has been reduced to zero; and, thereafter,
if any such
Realized
Loss is on a Discount
Mortgage Loan, to the Class A-P Certificates in an amount
equal to the related Discount Fraction of the principal portion
of the Realized
Loss until the Certificate Principal Balance of the Class A-P
Certificates has
been reduced to zero, and the remainder of such Realized
Losses on the
Discount
Mortgage Loans and the entire amount of such Realized Losses on the
Non-Discount
Mortgage Loans shall be allocated among all Senior Certificates (other than the
Class A-P
Certificates) on a pro
rata basis, as
described below; provided,
however, that after
the Credit Support
Depletion Date,
such Realized
Losses
otherwise allocable to
the Super Senior
Certificates will be
allocated to the
Senior Support
Certificates
until the Certificate Principal Balance of the
Senior Support
Certificates has been reduced to zero. The principal portion of
any Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess
Fraud Losses
and Extraordinary
Losses on the Discount
Mortgage Loans shall
be allocated to
the Class A-P Certificates in an amount equal to the related
Discount Fraction
thereof and the
remainder of the
principal portion and the entire interest
portion of such Realized Losses on the Discount
Mortgage Loans and the entire
principal and interest portion of such Realized Losses on
Non-Discount
Mortgage
Loans will be allocated among the Senior Certificates (other than the Class
A-P
Certificates) and
the Subordinate Certificates, on a pro rata basis, as
described below.
As
used herein, an
allocation of a
Realized Loss on a "pro rata basis"
among two or more specified Classes of Certificates means an
allocation on a pro
rata basis,
among the various Classes so specified, to each such Class of
Certificates, on the
basis of their
then outstanding Certificate Principal
Balances prior to giving effect to distributions to be made on such
Distribution
Date in the case of the principal portion of a Realized Loss or based on the
Accrued Certificate
Interest thereon payable on such Distribution Date (without
regard to any Compensating Interest for such Distribution
Date) in the case
of
an interest portion of
a Realized Loss.
Except as provided in the following
sentence, any allocation of the principal portion of Realized
Losses (other than
Debt Service
Reductions) to a Class of Certificates shall be made by reducing
the Certificate
Principal Balance thereof by the amount so
allocated, which
allocation shall be deemed to have occurred on such Distribution
Date; provided
that no such reduction shall reduce the aggregate Certificate Principal Balance
of the Certificates below the aggregate Stated Principal Balance of
the Mortgage
Loans. Any allocation
of the principal
portion of Realized
Losses (other than
Debt Service
Reductions) to the Subordinate Certificates then outstanding
with
the Lowest Priority shall be made by operation of the definition of
"Certificate
Principal Balance"
and by operation of the provisions of Section 4.02(a).
Allocations of the interest portions of Realized Losses (other than
any interest
rate reduction
resulting from a Servicing Modification) shall be made in
proportion to the amount of Accrued Certificate Interest and by
operation of the
definition of "Accrued Certificate Interest" and by operation of the
provisions
of Section 4.02(a).
Allocations
of the interest portion of a Realized Loss
resulting from an
interest rate reduction in connection with a Servicing
Modification shall be
made by operation of the provisions of Section 4.02(a).
Allocations of the principal portion of Debt Service Reductions
shall be made by
operation of the
provisions of Section
4.02(a). All Realized Losses and all
other losses allocated
to a Class of
Certificates hereunder
will be allocated
among the Certificates
of such Class in proportion to the Percentage Interests
evidenced thereby; provided that if any Subclasses of the Class A-V
Certificates
have been issued
pursuant to Section 5.01(c) of the Standard Terms, such
Realized Losses and other losses allocated to the Class A-V
Certificates
shall
be allocated among
such Subclasses in
proportion to the respective amounts of
Accrued Certificate
Interest payable on
such Distribution Date that would have
resulted absent such reductions.
Section 4.06. Reports
of Foreclosures and
Abandonment of
Mortgaged
Property.
(See Section 4.06 of the Standard Terms)
Section 4.07. Optional
Purchase of Defaulted
Mortgage Loans. (See Section 4.07
of the Standard Terms)
(a) With respect to any Mortgage Loan which is delinquent in
payment by
90 days or more, the Master Servicer may, at its option,
purchase such
Mortgage
Loan from the Trustee
at the Purchase Price therefor; provided, that such
Mortgage Loan that becomes 90 days or more delinquent during any given Calendar
Quarter shall only be eligible for purchase pursuant to this Section during
the
period beginning on
the first Business Day of the following Calendar Quarter,
and ending at the close of business on the second-to-last Business Day of such
following Calendar Quarter; and provided, further, that such
Mortgage Loan is 90
days or more delinquent at the time of repurchase. Such option if not exercised
shall not thereafter be reinstated as to any Mortgage Loan, unless the
delinquency is cured and the Mortgage Loan thereafter again becomes delinquent
in payment by 90 days or more in a subsequent Calendar Quarter.
(b) If at any time the Master Servicer makes a payment to the
Certificate Account
covering the amount of the Purchase Price for such a
Mortgage Loan as provided in clause (a) above, and the Master
Servicer provides
to the Trustee a
certification signed
by a Servicing Officer
stating that the
amount of such payment has been deposited in the Certificate
Account, then the
Trustee shall execute the assignment of such Mortgage Loan at the
request of the
Master Servicer
without recourse to
the Master Servicer which shall succeed to
all the Trustee's
right, title and
interest in and to such Mortgage Loan, and
all security
and documents relative thereto. Such assignment shall be an
assignment outright and not for security. The Master Servicer will
thereupon own
such Mortgage,
and all such security and documents, free of any further
obligation to the Trustee or the Certificateholders with respect
thereto.
If, however, the
Master Servicer shall have exercised its right to repurchase a
Mortgage Loan pursuant to this Section 4.07 upon the written
request of and with
funds provided by the Junior Certificateholder and thereupon transferred such
Mortgage Loan to the
Junior
Certificateholder, the
Master Servicer
shall so
notify the Trustee in writing.
Section 4.08. Surety
Bond. (See Section 4.08 of the Standard Terms)
Section 4.09. Reserve
Fund
(a) On or before the Closing Date, the Trustee shall establish a
Reserve
Fund on behalf of the Holders of the Class A-2 Certificates. The Reserve Fund
must be an Eligible
Account. The Reserve
Fund shall be entitled "Reserve Fund,
Deutsche Bank Trust
Company Americas as Trustee for the
benefit of holders of
Residential
Accredit Loans,
Inc.,
Mortgage
Asset-Backed
Pass-Through
Certificates, Series
2005-QS17". The
Trustee shall demand payment of all money
payable by the Yield Maintenance Agreement Provider under the Yield
Maintenance
Agreement. The Trustee
shall deposit in the Reserve Fund all payments received
by it from the Yield
Maintenance
Agreement Provider pursuant to the Yield
Maintenance Agreement.
On each Distribution Date, the Trustee shall remit
amounts received
by it from the Yield
Maintenance
Agreement Provider to the
Holders of the Class A-2 Certificates as provided in Section
4.02(f), as it is
directed by the Master Servicer.
(b) The Reserve Fund is an "outside reserve fund" within the
meaning of
Treasury Regulation
ss.1.860G-2(h) and
shall be an asset of the Trust Fund but
not an asset of any 2005-QS17 REMIC. The Trustee on behalf of the
Trust shall be
the nominal owner of the Reserve Fund. Greenwich Capital Markets,
Inc. shall be
the beneficial owner of the Reserve Fund, subject to the power of
the Trustee to
distribute amounts
under Section 4.02(f).
Amounts in the Reserve Fund shall be
held uninvested in a trust account of the Trustee with no liability
for interest
or other compensation thereon
<PAGE>
ARTICLE V
THE CERTIFICATES
Section 5.01. The
Certificates.
(a) (See Section 5.01(a) of the Standard Terms)
(b) Except
as provided below, registration of Book-Entry
Certificates may not be transferred by the Trustee except to
another Depository
that agrees to hold such Certificates for the respective
Certificate Owners with
Ownership Interests
therein. The Holders
of the Book-Entry
Certificates shall
hold their respective
Ownership Interests in
and to each of such
Certificates
through the book-entry
facilities of the
Depository
and, except as provided
below, shall not be
entitled to Definitive Certificates in respect of such
Ownership Interests.
All transfers by
Certificate Owners of
their respective
Ownership Interests in
the Book-Entry
Certificates shall be made in accordance
with the procedures
established by the Depository Participant or brokerage firm
representing such Certificate Owner. Each Depository Participant shall transfer
the Ownership
Interests only in the
Book-Entry
Certificates
of Certificate
Owners it represents or of brokerage firms for which it acts as agent in
accordance with the Depository's normal procedures.
The Trustee,
the Master
Servicer and the
Company may for all purposes
(including the making
of payments due on the
respective Classes of
Book-Entry
Certificates) deal
with the Depository as the authorized representative of the
Certificate Owners
with respect to the respective Classes of Book-Entry
Certificates for the
purposes of exercising
the rights of
Certificateholders
hereunder. The rights
of Certificate
Owners with respect to the respective
Classes of Book-Entry
Certificates shall be limited to those established by law
and agreements between such Certificate Owners and the Depository
Participants
and brokerage firms representing such Certificate Owners.
Multiple requests
and
directions from,
and votes of, the Depository as Holder of any Class of
Book-Entry
Certificates with
respect to any
particular
matter shall not be
deemed inconsistent
if they are made with
respect to different Certificate
Owners. The Trustee
may establish a reasonable record date in connection
with
solicitations of
consents from or voting by Certificateholders and shall give
notice to the Depository of such record date.
If (i)(A) the Company advises the Trustee in writing that the
Depository
is no longer willing
or able to properly
discharge its responsibilities as
Depository and (B) the Company is unable to locate a qualified
successor or (ii)
the Company notifies
the Depository of its
intent to terminate the book-entry
system and,
upon receipt of notice of such intent
from the Depository, the
Depository
Participants
holding
beneficial
interest in
the Book-Entry
Certificates agree to
initiate such
termination, the
Trustee shall notify all
Certificate Owners, through the Depository, of the occurrence of any such
event
and of the
availability
of Definitive Certificates to Certificate Owners
requesting the
same. Upon surrender to the Trustee of the Book-Entry
Certificates by the Depository, accompanied by registration
instructions
from
the Depository
for registration of transfer, the Trustee shall issue the
Definitive Certificates. In addition, if an Event of Default has
occurred and is
continuing, each
Certificate Owner materially adversely affected thereby may at
its option request a Definitive Certificate evidencing such
Certificate Owner's
Percentage Interest in the related Class of Certificates.
In order to make
such
a request, such
Certificate Owner shall, subject to the rules and procedures of
the Depository,
provide the Depository
or the related
Depository
Participant
with directions for the Certificate Registrar to exchange or cause the
exchange
of the Certificate
Owner's interest in such Class of Certificates for an
equivalent Percentage Interest in fully registered definitive form.
Upon receipt
by the Certificate
Registrar of instructions from the Depository directing the
Certificate Registrar
to effect such exchange (such instructions shall contain
information regarding
the Class of Certificates and the Certificate Principal
Balance being exchanged, the Depository Participant account to be debited
with
the decrease,
the registered holder of and delivery instructions for the
Definitive
Certificate, and any
other information
reasonably required by
the
Certificate
Registrar), (i)
the Certificate Registrar shall instruct the
Depository to
reduce the related Depository Participant's account by the
aggregate Certificate Principal Balance of the Definitive
Certificate, (ii)
the
Trustee shall execute
and the Certificate
Registrar shall authenticate and
deliver, in accordance with the registration and delivery
instructions
provided
by the Depository, a
Definitive Certificate evidencing such Certificate Owner's
Percentage Interest in
such Class of
Certificates and (iii)
the Trustee shall
execute and the
Certificate
Registrar shall authenticate a new Book-Entry
Certificate reflecting
the reduction in the aggregate
Certificate
Principal
Balance of such Class of Certificates by the Certificate Principal Balance of
the Definitive Certificate.
Neither the Company, the Master Servicer nor the Trustee shall be
liable
for any actions taken
by the Depository
or its nominee, including, without
limitation, any delay
in delivery of any
instructions required
under Section
5.01 and may
conclusively rely on,
and shall be protected
in relying on, such
instructions. Upon the
issuance of Definitive Certificates, the Trustee and the
Master Servicer shall
recognize the Holders
of the Definitive
Certificates as
Certificateholders hereunder.
(c) If the Class A-V Certificates are Definitive Certificates, from
time
to time Residential Funding, as the initial Holder of the Class A-V
Certificates, may
exchange such Holder's Class A-V Certificates for Subclasses
of Class A-V
Certificates to be
issued under this
Agreement by
delivering a
"Request for Exchange"
substantially in the
form attached to this Agreement as
Exhibit N executed by an authorized officer, which Subclasses, in
the aggregate,
will represent
the Uncertificated REMIC II Regular Interests or Interests Z
corresponding to the
Class A-V Certificates
so surrendered for
exchange. Any
Subclass so issued
shall bear a numerical
designation
commencing
with Class
A-V-1 and continuing sequentially thereafter, and will evidence
ownership of the
related Uncertificated REMIC II Regular Interest or Interests Z and
specified in
writing by such
initial Holder to the
Trustee. The Trustee
may conclusively,
without any independent verification, rely on, and shall be
protected in relying
on, Residential
Funding's
determinations of the Uncertificated Class REMIC II
Regular Interests or
Interests Z
corresponding to any
Subclass, the Initial
Notional Amount and the initial Pass-Through Rate on a Subclass as
set forth in
such Request for Exchange and the Trustee shall have no duty to
determine if any
Uncertificated REMIC
II Regular Interest
designated on a
Request for Exchange
corresponds to a
Subclass which has
previously been
issued. Each Subclass
so
issued shall be
substantially in the
form set forth in Exhibit A and shall, on
original issue,
be executed and
delivered by the Trustee to the Certificate
Registrar for
authentication and
delivery in accordance with Section 5.01(a).
Every Certificate
presented or
surrendered for
exchange by the initial Holder
shall (if so required
by the Trustee or the Certificate Registrar) be duly
endorsed by, or be accompanied by a written instrument of transfer
attached to
such Certificate and
shall be completed to the satisfaction of the Trustee
and
the Certificate
Registrar duly executed by, the initial
Holder thereof or his
attorney duly authorized in writing. The Certificates of any Subclass of
Class
A-V Certificates
may be transferred
in whole, but not in part, in accordance
with the provisions of Section 5.02.
Section 5.02. Registration of Transfer and Exchange of
Certificates(See
Section
5.02 of the Standard Terms)
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates(See
Section 5.03
of the Standard Terms)
Section 5.04. Persons
Deemed Owners (See Section 5.04 of the Standard Terms)
Section 5.05.
Appointment of Paying
Agent (See
Section 5.04 of the Standard
Terms)
Section 5.06. U.S.A.
Patriot Act Compliance
(See Section 5.05 of
the Standard
Terms)
<PAGE>
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
(SEE ARTICLE VI OF THE STANDARD TERMS)
<PAGE>
ARTICLE VII
DEFAULT
(SEE ARTICLE VII OF THE STANDARD TERMS)
<PAGE>
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of the Trustee. (See Section 8.01 of the
Standard Terms).
Section 8.02. Certain
Matters Affecting the
Trustee. (See Section
8.02 of the
Standard Terms).
Section 8.03. Trustee
Not Liable for
Certificates
or Mortgage Loans. (See
Section 8.03 of the Standard Terms).
Section 8.04. Trustee
May Own Certificates.
(See Section 8.04 of
the Standard
Terms).
Section 8.05.
Master Servicer
to Pay Trustee's Fees and Expenses;
Indemnification. (See Section 8.05 of the Standard Terms).
Section 8.06.
Eligibility
Requirements for
Trustee. (See Section
8.06 of the
Standard Terms).
Section 8.07
Resignation and
Removal of the Trustee. (See Section 8.07 of the
Standard Terms).
Section 8.08 Successor Trustee. (See Section 8.08 of the Standard
Terms).
Section 8.09 Merger or
Consolidation
of Trustee. (See Section 8.09 of the
Standard Terms).
Section 8.10 Appointment of Co-Trustee or Separate Trustee. (See
Section 8.10 of
the Standard Terms).
Section 8.11
Appointment of
Custodians.
(See Section 8.11 of the Standard
Terms).
Section 8.12 Appointment of Office or Agency.
The Trustee will
maintain an office or
agency in the United
States at
the address
designated
in Section 11.05 of the Series Supplement where
Certificates may be
surrendered for
registration of transfer or exchange. The
Trustee will maintain
an office at the address stated in Section 11.05 of the
Series Supplement where notices and demands to or upon the Trustee
in respect of
this Agreement may be served.
<PAGE>
ARTICLE IX
TERMINATION
(SEE ARTICLE IX OF THE STANDARD TERMS)
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.
(a) (See Section 9.01(a) of the Standard Terms)
(b) (See Section 9.01(b) of the Standard Terms)
(c) (See Section 9.01(c) of the Standard Terms)
(d) (See Section 9.01(d) of the Standard Terms)
(e) (See Section 9.01(e) of the Standard Terms)
(f) Upon termination
of the Trust Fund
pursuant to this Section 9.01, the
Trustee on behalf of the Trust Fund shall, under documents prepared by the
Master Servicer
or Holders of the Class A-2 Certificates, assign without
recourse,
representation or
warranty all the right, title and interest of the
Trustee and
the Trust Fund in and to the Yield Maintenance Agreement to
Greenwich Capital Markets, Inc.
Section 9.02
Additional Termination
Requirements.
(See Section 9.02 of the
Standard Terms)
Section 9.03 Termination of Multiple REMICs. (See Section 9.03 of the
Standard
Terms)
<PAGE>
ARTICLE X
REMIC PROVISIONS
Section 10.01. REMIC Administration. (See Section 10.01 of the Standard
Terms)
Section 10.02. Master Servicer; REMIC Administrator and Trustee
Indemnification.
(See Section 10.02 of the Standard Terms)
Section 10.
