Execution Copy
RESIDENTIAL ACCREDIT LOANS, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
Trustee
SERIES SUPPLEMENT,
DATED AS OF NOVEMBER 1, 2005
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
dated as of August 1, 2004
Mortgage Asset-Backed Pass-Through Certificates
Series 2005-QO4
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
PAGE
<S>
<C>
ARTICLE I
DEFINITIONS...............................................................6
Section 1.01
Definitions.......................................................6
Section 1.02 Use of
Words and Phrases..........................................27
Section 1.03
Determination of
LIBOR............................................27
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES..........29
Section 2.01 Conveyance
of Mortgage Loans.....................................29
Section 2.02 Acceptance
by Trustee............................................30
Section 2.03
Representations, Warranties and Covenants of the Master
Servicer and the
Company.........................................30
Section 2.04
Representations and Warranties of
Sellers........................33
Section 2.05 Execution
and Authentication of Certificates/Issuance of
Certificates Evidencing Interests in REMIC I
Certificates........33
Section 2.06 Conveyance
of Uncertificated REMIC I and REMIC II Regular
Interests; Acceptance by the
Trustee.............................33
Section 2.07 Issuance
of Certificates Evidencing Interest in REMIC II.........33
Section 2.08
Purposes
and Powers of the Trust.................................33
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS...........................34
ARTICLE IV
PAYMENTS TO
CERTIFICATEHOLDERS...........................................38
Section 4.01
Certificate
Account..............................................38
Section 4.02
Distributions....................................................38
Section 4.03 Statements
to Certificateholders; Statements to the Rating
Agencies; Exchange Act
Reporting.................................44
Section 4.04
Distribution of Reports to the Trustee and the Company;
Advances by the Master
Servicer..................................44
Section 4.05 Allocation
of Realized Losses....................................44
Section 4.06 Reports of
Foreclosures and Abandonment of Mortgaged
Property.........................................................46
Section 4.07 Optional
Purchase of Defaulted Mortgage Loans....................46
Section 4.08 Surety
Bond......................................................46
Section 4.09 Yield
Maintenance Agreement Reserve Fund.........................46
Section 4.10 Carryover
Shortfall Reserve Fund.................................47
ARTICLE V
THE
CERTIFICATES.........................................................49
Section 5.01 The
Certificates.................................................49
Section 5.02
Registration of Transfer and Exchange of
Certificates............51
Section 5.03 Mutilated,
Destroyed, Lost or Stolen Certificates................53
Section 5.04 Persons
Deemed Owners............................................53
Section 5.05
Appointment of Paying
Agent......................................53
Section 5.06 U.S.A.
Patriot Act Compliance....................................53
ARTICLE VI
THE COMPANY AND THE MASTER
SERVICER......................................54
ARTICLE VII
DEFAULT..................................................................55
ARTICLE VIII CONCERNING
THE
TRUSTEE...................................................56
ARTICLE IX
TERMINATION..............................................................57
ARTICLE X
REMIC
PROVISIONS.........................................................58
Section 10.01 REMIC
Administration.............................................58
Section 10.02 Master Servicer;
REMIC Administrator and Trustee
Indemnification..................................................58
Section 10.03 Designation of
REMICs............................................58
Section 10.04 Distributions on
the Uncertificated REMIC I Regular
Interests........................................................58
Section 10.05 Compliance with
Withholding Requirements.........................58
ARTICLE XI
MISCELLANEOUS
PROVISIONS.................................................59
Section 11.01
Amendment........................................................59
Section 11.02 Recordation of
Agreement;
Counterparts..........................59
Section 11.03 Limitation on
Rights of Certificateholders.......................59
Section 11.04 Governing
Law....................................................59
Section 11.05
Notices..........................................................59
Section 11.06 Required Notices
to Rating Agency and Subservicer................60
Section 11.07 Severability of
Provisions.......................................60
Section 11.08 Supplemental
Provisions for Resecuritization.....................60
Section 11.09 Allocation of
Voting Rights......................................60
Section 11.10 No
Petition......................................................60
</TABLE>
<PAGE>
EXHIBITS
Exhibit One:...Mortgage Loan Schedule
Exhibit Two:...Information to be Included in
.......Monthly Distribution Date Statement
Exhibit Three:.Standard Terms of Pooling and
.......Servicing Agreement dated as of August 1, 2004
<PAGE>
APPENDIX
This is a Series
Supplement, dated as
of November 1, 2005 (the "Series
Supplement"), to the Standard Terms of Pooling and Servicing
Agreement, dated as
of August 1, 2004 and
attached as Exhibit
Three 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 Trust Fund.
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.
REMIC I
As provided herein,
the REMIC Administrator will make an election to
treat the entire
segregated pool of assets described in the definition of REMIC
I (as defined herein)
(including
the Mortgage Loans but
excluding the Initial
Monthly Payment
Fund, the Yield Maintenance Agreement Reserve Fund and the
Carryover Shortfall
Reserve Fund),
and subject to this
Agreement,
as a real
estate mortgage
investment conduit (a
"REMIC") for federal income tax purposes
and such segregated pool of assets will be designated as "REMIC I." The
Uncertificated REMIC I
Regular Interests will be "regular interests" in REMIC I
and the Class R-I
Certificates will
represent ownership of the sole class of
"residual interests" in REMIC I for purposes of the REMIC
Provisions (as defined
herein).
The following
table irrevocably sets forth the designation, the
Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal
Balance, and solely
for purposes of
satisfying
Treasury regulation Section
1.860G-1(a)(4)(iii),
the "latest
possible maturity date," for each of the
Uncertificated REMIC I
Regular Interests.
None of the
Uncertificated REMIC
I
Regular Interests will be certificated.
<PAGE>
<TABLE>
<CAPTION>
----------------------------- -----------------
---------------------- ------------------------
Designation
Uncertificated
Initial
Latest
REMIC I
Uncertificated Possible
Maturity(1)
Pass-Through Principal Balance
Rate
----------------------------- -----------------
---------------------- ------------------------
----------------------------- -----------------
---------------------- ------------------------
<S>
<C>
<C>
<C>
<C> <C>
REMIC I Regular Interest Y1 Variable(2)
$131,777.71 December 25,
2045
----------------------------- -----------------
---------------------- ------------------------
----------------------------- -----------------
---------------------- ------------------------
REMIC I Regular Interest Y2 Variable(2)
$266,710.41 December 25,
2045
----------------------------- -----------------
---------------------- ------------------------
----------------------------- -----------------
---------------------- ------------------------
REMIC I Regular Interest LT1 Variable(2)
$263,348,248.54 December 25,
2045
----------------------------- -----------------
---------------------- ------------------------
----------------------------- -----------------
---------------------- ------------------------
REMIC I Regular Interest LT2 Variable(2)
$13,177.96 December 25,
2045
----------------------------- -----------------
---------------------- ------------------------
----------------------------- -----------------
---------------------- ------------------------
REMIC I Regular Interest LT3 Variable(2)
$13,177.96 December 25,
2045
----------------------------- -----------------
---------------------- ------------------------
----------------------------- -----------------
---------------------- ------------------------
REMIC I Regular Interest LT4 Variable(2)
$13,177.96 December 25,
2045
----------------------------- -----------------
---------------------- ------------------------
----------------------------- -----------------
---------------------- ------------------------
REMIC I Regular Interest LT5 Variable(2)
$532,994,087.32 December 25,
2045
----------------------------- -----------------
---------------------- ------------------------
----------------------------- -----------------
---------------------- ------------------------
REMIC I Regular Interest LT6 Variable(2)
$26,671.05 December 25,
2045
----------------------------- -----------------
---------------------- ------------------------
----------------------------- -----------------
---------------------- ------------------------
REMIC I Regular Interest LT7 Variable(2)
$26,671.05 December 25,
2045
----------------------------- -----------------
---------------------- ------------------------
----------------------------- -----------------
---------------------- ------------------------
REMIC I Regular Interest LT8 Variable(2)
$26,671.05 December 25,
2045
----------------------------- -----------------
---------------------- ------------------------
----------------------------- -----------------
---------------------- ------------------------
REMIC I Regular
Interest
Variable(2)
$13,177.95 December 25,
2045
LT10
----------------------------- -----------------
---------------------- ------------------------
----------------------------- -----------------
---------------------- ------------------------
REMIC I Regular
Interest
Variable(2)
$13,177.96 December 25,
2045
LT11
----------------------------- -----------------
---------------------- ------------------------
----------------------------- -----------------
---------------------- ------------------------
REMIC I Regular
Interest
Variable(2)
$13,177.96 December 25,
2045
LT12
----------------------------- -----------------
---------------------- ------------------------
----------------------------- -----------------
---------------------- ------------------------
REMIC I Regular Interest
Variable(2)
$26,671.04 December 25,
2045
LT14
----------------------------- -----------------
---------------------- ------------------------
----------------------------- -----------------
---------------------- ------------------------
REMIC I Regular
Interest
Variable(2)
$26,671.05 December 25,
2045
LT15
----------------------------- -----------------
---------------------- ------------------------
----------------------------- -----------------
---------------------- ------------------------
REMIC I Regular
Interest
Variable(2)
$26,671.05 December 25,
2045
LT16
----------------------------- -----------------
---------------------- ------------------------
</TABLE>
<PAGE>
REMIC II
A segregated pool of
assets consisting of
the Uncertificated
REMIC I
Regular Interests will
be designated as "REMIC II" and the REMIC Administrator
will make a separate
REMIC election
with respect thereto. The Class I-A-1
Certificates, Class
I-A-2 Certificates, Class II-A-1 Certificates, Class II-A-2
Certificates, Class
II-A-3 Certificates,
Class X-IO
Certificates, Class
X-PO
Certificates,
Class M-1 Certificates, Class M-2 Certificates, Class M-3
Certificates, Class
B-1 Certificates, Class B-2 Certificates and Class B-3
Certificates will
be "regular interests" in REMIC II and the Class R-II
Certificates will represent ownership of the sole class of
"residual
interests"
in REMIC II for purposes of the REMIC Provisions.
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
DESIGNATION
PASS-THROUGH PRINCIPAL
MATURITY S&P/
MINIMUM
RATE
BALANCE
FEATURES(1) DATE(2)
MOODY'S/FITCH
DENOMINATIONS(3)
<S>
<C>
<C>
<C>
Class I-A-1
Adjustable
$143,428,800
Super Senior/ December AAA/Aaa/AAA $25,000.00
Rate(4)
Adjustable Rate
25, 2045
Class I-A-2
Adjustable $95,619,200
Senior
December
AAA/Aaa/AAA $25,000.00
Rate(4)
Mezzanine/ 25, 2045
Adjustable Rate
Class II-A-1
Adjustable
$290,287,000
Super Senior/ December AAA/Aaa/AAA $25,000.00
Rate(5)
Adjustable Rate
25, 2045
Class II-A-2
Adjustable
$120,953,000
Senior December AAA/Aaa/AAA $25,000.00
Rate(5)
Mezzanine/ 25, 2045
Adjustable Rate
Class II-A-3
Adjustable $72,572,000
Senior
December
AAA/Aaa/AAA $25,000.00
Rate(5)
Mezzanine/ 25, 2045
Adjustable Rate
Class X-IO
Variable
$0(6) Senior/Interest
December
AAA/Aaa/AAA
$2,000,000
Rate(6)
Only/
25, 2045
Variable Rate
Class
N/A
$200 Senior/Component/
December
AAA/Aaa/AAA
(7)
X-PO(7)
Principal Only
25, 2045
Class R-I Variable
$50.00
Senior/Residual/
December
AAA/Aaa/AAA
(9)
Rate(8)
Variable Rate 25, 2045
Class R-II
Variable
$50.00
Senior/Residual/
December
AAA/Aaa/AAA
(9)
Rate(8)
Variable Rate 25, 2045
Class M-1 Adjustable
$22,714,000 Mezzanine/
December
AA/Aa2/AA+ $25,000.00
Rate(10)
Adjustable Rate
25, 2045
Class M-2 Adjustable
$18,330,000 Mezzanine/
December
A+/Aa2/AA+
$250,000.00
Rate(10)
Adjustable Rate
25, 2045
Class M-3 Adjustable
$12,353,000 Mezzanine/
December BBB/Baa2/BBB+
$250,000.00
Rate(10)
Adjustable Rate
25, 2045
Class B-1 Adjustable
$8,368,000
Subordinate/ December BB/NA/BB $250,000.00
Rate(10)
Adjustable Rate
25, 2045
Class B-2 Adjustable
$7,172,000
Subordinate/ December B/NA/B
$250,000.00
Rate(10)
Adjustable Rate
25, 2045
Class B-3 Adjustable
$5,182,668
Subordinate/ December NA/NA/NA $250,000.00
Rate(10)
Adjustable Rate
25, 2045
</TABLE>
_________
(1)
Solely for purposes
of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the
Distribution Date
immediately following
the maturity
date for the Mortgage
Loan with the latest maturity date has been
designated as
the "latest possible maturity date" for each
Uncertificated REMIC I
Regular Interest.
(2) Calculated in
accordance
with the definition of "Uncertificated REMIC I Pass-Through Rate"
herein. (1) The Certificates, other than the Class B-1, Class B-2,
Class
B-3 and Class R Certificates shall be Book-Entry Certificates. The
Class
B-1, Class B-2, Class
B-3, Class R
Certificates shall be
delivered to
the holders thereof in physical form.
(2)
Solely for purposes
of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the
Distribution Date
immediately following
the maturity
date for the Mortgage
Loan with the latest maturity date has been
designated as
the "latest possible maturity date" for each
Uncertificated REMIC II Regular Interest.
(3)
The Certificates, other than the Class R Certificates, shall be
issuable
in minimum dollar
denominations
as indicated above (by Certificate
Principal Balance) 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 the Class B-3 Certificates that
contains 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.
(4)
The Pass-Through
Rate on the Class
I-A-1 Certificates and
Class I-A-2
Certificates will be a
per annum rate
equal to the least of
(i) LIBOR
plus the related margin, (ii) the weighted average of the net mortgage
rates on the group I loans and (iii) 11.000%. The related margin on the
Class I-A-1 Certificates and Class I-A-2 Certificates is initially
equal
to 0.260% and 0.400%, respectively.
(5)
The Pass-Through Rate on the Class II-A-1, Class II-A-2 and Class
II-A-3
Certificates will be a
per annum rate
equal to the least of
(i) LIBOR
plus the related margin, (ii) the weighted average of the net mortgage
rates on the group II loans and (iii) 11.000%. The related margin
on the
Class II-A-1, Class
II-A-1 and Class II-A-3 Certificates is initially
equal to 0.280%, 0.350% and 0.430%, respectively.
(6)
For the purpose
of calculating interest payments on the Class X-IO
Certificates, interest will accrue on a notional amount equal to
the sum
of the certificate
principal balances of
the Class A, Class M, Class B
and Class X-PO
Certificates, which is
initially equal to $796,979,868.
The pass-through rate on the Class X-IO Certificates will be a per
annum
rate equal to the excess, if any, of (a) the weighted average of
the net
mortgage rates of the
mortgage loans over (b) a per annum rate equal to
the product of (1) interest accrued on the Class A, Class M
and Class B
Certificates for
such distribution date and (2) 12, divided by the
aggregate certificate principal balance of the Class A, Class M,
Class B
and Class X-PO
Certificates
immediately preceding
such distribution
date. The amount of interest accrued on the Class X-IO Certificates for
any Distribution
Date will be the
interest accrued
during the related
Interest Accrual
Period at the
pass-through
rate and on the
notional
amount described above, reduced by the amount of Net
Deferred Interest
allocated to the Class
X-IO Certificates
and applied to
increase the
balance of the Class X-PO Certificates. The holders of the Class X-IO
Certificates will be
entitled to all
Prepayment
Charges received on
Prepayment Charge
Loans, and these amounts will not be available
for
distribution on the other certificates.
For REMIC purposes,
the foregoing rate is equal to a rate
per annum equal to the
percentage equivalent
of a fraction, the
numerator of which is the sum of the amounts calculated pursuant
to clauses (1) through (10) below, and the denominator of which
is
the aggregate
Uncertificated
Principal
Balances
of the
Uncertificated
REMIC I Regular Interests. For purposes of
calculating the Pass-Through Rate for the Class X-IO
Certificates,
the numerator is equal to the sum of the following components:
(1) the Uncertificated REMIC I Pass-Through Rate for REMIC
I Regular Interest
LT1 minus the Class
X-IO Group I Marker Rate,
applied to a notional amount equal to the Uncertificated
Principal
Balance of REMIC I Regular Interest LT1;
(2) the Uncertificated REMIC I Pass-Through Rate for REMIC
I Regular Interest
LT2 minus the Class
X-IO Group I Marker Rate,
applied to a notional amount equal to the Uncertificated
Principal
Balance of REMIC I Regular Interest LT2;
(3) the Uncertificated REMIC I Pass-Through Rate for REMIC
I Regular Interest
LT4 minus twice the
Class X-IO Group I Marker
Rate, applied to a
notional amount
equal to the
Uncertificated
Principal Balance of REMIC I Regular Interest LT4;
(4) the Uncertificated REMIC I Pass-Through Rate for REMIC
I Regular Interest LT5
minus the Class X-IO Group II Marker Rate,
applied to a notional amount equal to the Uncertificated
Principal
Balance of REMIC I Regular Interest LT5;
(5) the Uncertificated REMIC I Pass-Through Rate for REMIC
I Regular Interest LT6
minus the Class X-IO Group II Marker Rate,
applied to a notional amount equal to the Uncertificated
Principal
Balance of REMIC I Regular Interest LT6;
(6) the Uncertificated REMIC I Pass-Through Rate for REMIC
I Regular Interest LT8
minus twice the Class X-IO Group II Marker
Rate, applied to a
notional amount
equal to the
Uncertificated
Principal Balance of REMIC I Regular Interest LT8;
(7) the Uncertificated REMIC I Pass-Through Rate for REMIC
I Regular Interest
LT10 minus the Class X-IO Group I Marker Rate,
applied to a notional amount equal to the Uncertificated
Principal
Balance of REMIC I Regular Interest LT10;
(8) the Uncertificated REMIC I Pass-Through Rate for REMIC
I Regular Interest
LT12 minus twice the Class X-IO Group I Marker
Rate, applied to a
notional amount
equal to the
Uncertificated
Principal Balance of REMIC I Regular Interest LT12;
(9) the Uncertificated REMIC I Pass-Through Rate for REMIC
I Regular Interest LT14 minus the Class X-IO Group II Marker
Rate,
applied to a notional amount equal to the Uncertificated
Principal
Balance of REMIC I Regular Interest LT14;
(10) the Uncertificated REMIC I Pass-Through Rate for
REMIC I Regular
Interest LT16 minus twice the Class X-IO Group II
Marker Rate,
applied
to a notional amount equal to the
Uncertificated Principal Balance of REMIC I Regular Interest
LT16;
(11) the Uncertificated REMIC I Pass-Through Rate for
REMIC I Regular
Interest Y1 minus the
Class X-IO Group I
Marker
Rate, applied to a
notional amount
equal to the
Uncertificated
Principal Balance of REMIC I Regular Interest Y1; and
(12) the Uncertificated REMIC I Pass-Through Rate for
REMIC I Regular
Interest Y2 minus the
Class X-IO Group II Marker
Rate, applied to a notional amount equal to the
Uncertificated Principal Balance of REMIC I Regular Interest
Y2.
(7)
The Class X-PO
Certificates are comprised of two components: the Class
X-PO-I Component
and the Class X-PO-II Component. The certificate
principal balance of
the Class X-PO
Certificates will
initially equal
$200 and will increase in an amount by which each component increases.
The Class X-PO-I
Component and the
Class X-PO-II
Component will
have
certificate principal
balances, initially equal to $100, that will
increase in an amount
equal to net deferred
interest from the
related
loan group that is allocated to the Class X-IO Certificates. The Class
X-PO Certificates
will not be entitled
to interest on any amounts due.
Distributions of
principal on the Class X-PO-I Component will be based
on collections from the group I loans and distributions of principal on
the Class X-PO-II
Component will be based on collections from the group
II loans. Each of the
Class X-PO
Certificates
shall be issuable in
minimum denominations
of not less
than a 0.01%
Percentage
Interest.
Holders of the Class X-PO Certificates may not transfer the
components
separately.
For REMIC purposes the Class X-PO Certificates shall be comprised
of two
REMIC II Regular Interests: the REMIC II Regular Interest X-PO-PO,
which
shall be entitled to payment of the $200 initial principal balance of
the Class X-PO Certificates; and the REMIC II Regular Interest
X-PO-IO,
which shall
be entitle to all payments of Net Deferred Interest
allocated to
the Class X-PO Certificates. Net Deferred Interest
allocated to the Class XP Certificates as an increase in the
certificate
balance thereof shall for REMIC purposes represent interest accrued on
the REMIC II Regular
Interest XP-IO on a
notional amount equal
to the
aggregate
Uncertificated Principal Balances of the Uncertificated REMIC
I Regular Interests at a rate per annum equal to the percentage
equivalent of a
fraction, the numerator of which is the sum of the
amounts calculated
pursuant to clauses
(1) through (10) below, and the
denominator of which is the aggregate Uncertificated Principal
Balances
of the Uncertificated
REMIC I Regular Interests. For purposes of
calculating the Pass-Through Rate for the Class X-PO Certificates, the
numerator is equal to the sum of the following components:
(1)
the Uncertificated
REMIC I Pass-Through Rate for REMIC I Regular
Interest LT1 minus the
Class X-PO
Group I Marker
Rate, applied to a
notional amount equal to the Uncertificated Principal Balance of
REMIC I
Regular Interest LT1;
(2)
the Uncertificated
REMIC I Pass-Through Rate for REMIC I Regular
Interest LT2 minus the
Class X-PO
Group I Marker
Rate, applied to a
notional amount equal to the Uncertificated Principal Balance of
REMIC I
Regular Interest LT2;
(3)
the Uncertificated
REMIC I Pass-Through Rate for REMIC I Regular
Interest LT4 minus twice the Class X-PO Group I Marker Rate,
applied to
a notional amount equal to the Uncertificated Principal Balance of
REMIC
I Regular Interest LT4;
(4)
the Uncertificated
REMIC I Pass-Through Rate for REMIC I Regular
Interest LT5 minus the
Class X-PO Group II
Marker Rate,
applied to a
notional amount equal to the Uncertificated Principal Balance of
REMIC I
Regular Interest LT5;
(5)
the Uncertificated
REMIC I Pass-Through Rate for REMIC I Regular
Interest LT6 minus the
Class X-PO Group II
Marker Rate,
applied to a
notional amount equal to the Uncertificated Principal Balance of
REMIC I
Regular Interest LT6;
(6)
the Uncertificated
REMIC I Pass-Through Rate for REMIC I Regular
Interest LT8 minus twice the Class X-PO Group II Marker Rate,
applied to
a notional amount equal to the Uncertificated Principal Balance of
REMIC
I Regular Interest LT8;
(7)
the Uncertificated
REMIC I Pass-Through Rate for REMIC I Regular
Interest LT10 minus
the Class X-PO Group I
Marker Rate,
applied to a
notional amount equal to the Uncertificated Principal Balance of
REMIC I
Regular Interest LT10;
(8)
the Uncertificated
REMIC I Pass-Through Rate for REMIC I Regular
Interest LT12 minus twice the Class X-PO Group I Marker Rate,
applied to
a notional amount equal to the Uncertificated Principal Balance of
REMIC
I Regular Interest LT12;
(9)
the Uncertificated
REMIC I Pass-Through Rate for REMIC I Regular
Interest LT14 minus
the Class X-PO Group II Marker Rate, applied to a
notional amount equal to the Uncertificated Principal Balance of
REMIC I
Regular Interest LT14;
(10) the
Uncertificated
REMIC I Pass-Through Rate for REMIC I Regular
Interest LT16 minus
twice the Class X-PO Group II Marker Rate, applied
to a notional amount equal to the Uncertificated Principal Balance of
REMIC I Regular Interest LT16;
(11) the
Uncertificated
REMIC I Pass-Through Rate for REMIC I Regular
Interest Y1 minus the
Class X-PO
Group I Marker
Rate, applied to a
notional amount equal to the Uncertificated Principal Balance of
REMIC I
Regular Interest Y1; and
(12) the
Uncertificated
REMIC I Pass-Through Rate for REMIC I Regular
Interest Y2 minus the
Class X-PO
Group II Marker
Rate, applied to a
notional amount equal to the Uncertificated Principal Balance of
REMIC I
Regular Interest
Y2.
(8)
The pass-through
rate on the Class R
Certificates will be a
per annum
rate equal to the
weighted average of the net mortgage rates on the
group I loans. The
pass-through
rate for the Class R
Certificates is
initially equal to approximately 3.608%.
(9)
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%. (10) The Pass-Through Rate on the Class M
Certificates and Class B Certificates will be a per annum rate equal
to
the lessor of (i) LIBOR plus the related margin and (ii) the weighted
average of the weighted average net mortgage rates of the mortgage
loans
in each loan group,
weighted on the basis
of the related
subordinate
component for each
loan group.
The related margin on the Class M-1,
Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3
Certificates is
initially equal to 0.700%, 1.200%, 1.750%, 1.750%, 1.750% and 1.750%,
respectively.
The Mortgage Loans have an aggregate principal balance as of the
Cut-off
Date of $796,979,968.
<PAGE>
In consideration of the mutual agreements herein contained, the
Company,
the Master Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01...Definitions.
Whenever used in this Agreement, the following words and phrases,
unless
the context
otherwise requires, shall have the meanings specified in this
Article.
Accrued Certificate Interest: With respect to each Distribution
Date, as
to any Class of
Certificates, interest
accrued during the related Interest
Accrual Period at the related Pass-Through Rate on the Certificate Principal
Balance or Notional Amount thereof immediately prior to such
Distribution Date.
In each case Accrued
Certificate Interest
on any Class of Certificates will be
reduced by a portion of the amount of:
(i)
Prepayment Interest
Shortfalls
on all Mortgage Loans (to the
extent not
offset by the
Master Servicer with a payment of
Compensating Interest as provided in Section 4.01),
(ii) the interest
portion (adjusted to the Net Mortgage Rate
(or the
Modified Net
Mortgage Rate in the case of a Modified
Mortgage
Loan)) of Realized
Losses on all Mortgage
Loans not allocated
solely to one or more specific Classes of Certificates
pursuant
to Section 4.05,
(iii) any Net Deferred Interest on the Mortgage Loans for that
Distribution Date; and
(iv) any other
interest shortfalls
not covered by the
subordination
provided by the Class M Certificates and Class B Certificates,
including interest
that is not
collectible
from the Mortgagor
pursuant to the
Servicemembers
Civil Relief Act, or similar
legislation or regulations as in effect from time to time.
The Group I Senior
Percentage of the reductions under clauses (i), (ii)
and (iv) in the case of the Group I Loans will be allocated among
the holders of
the Class I-A-1, Class
I-A-II and Class X-IO
Certificates in proportion to the
respective amounts of Accrued Certificate Interest that would have been
payable
from the Group I Loans on that Distribution Date absent these reductions. The
Group II Senior Percentage of the reductions under clauses (i),
(ii) and (iv) in
the case of the Group II Loans will be allocated among the holders of the Class
II-A-1, Class II-A-2,
Class II-A-3 and Class X-IO Certificates in proportion to
the respective
amounts of Accrued
Certificate
Interest that would have been
payable from
the Group II Loans on that Distribution Date absent these
reductions. The
remainder of the
reductions
under clauses (i),
(ii) and (iv)
will be allocated
among the holders of the Class M
Certificates
and Class B
Certificates in
proportion to the
respective
amounts of Accrued
Certificate
Interest that would
have been payable on
that Distribution
Date absent these
reductions. In
addition to that
portion of the
reductions
described in the
preceding sentence
that are allocated to any Class of Class B Certificates or
any Class of Class M Certificates, Accrued Certificate Interest on
such Class of
Class B Certificates
or such Class of Class M Certificates will be reduced by
the interest portion (adjusted to the Net Mortgage Rate) of
Realized Losses that
are allocated
solely to such
Class of Class B
Certificates
or such Class of
Class M Certificates
pursuant to Section
4.05. Reductions
under clause (iii)
above, for Net
Deferred Interest, will be allocated as described in
Section
4.02(m)
Accrued Certificate
Interest on the Class A, Class M and Class B
Certificates is
calculated on the basis of a 360-day year and the actual number
of days that elapsed
during the related Interest Accrual Period. Accrued
Certificate Interest
on the Class X-IO Certificates and Class R Certificates is
calculated on the basis of a 360-day year divided into twelve
30-day months.
Adjusted Rate Cap:
For the Class
I-A-1 Certificates and Class I-A-2
Certificates, the Adjusted Rate Cap shall equal the related Net WAC
Cap for that
Distribution Date,
computed for this
purpose by first reducing the Group I Net
WAC Rate by a per annum rate equal to (i) the product of (a) the Net
Deferred
Interest, if any, on
the Group I Loans for that Distribution Date and (b) 12,
divided by (ii) the
aggregate Stated Principal Balance of the Group I Loans
immediately prior to such Distribution Date.
For the Class II-A-1,
Class II-A-2 and Class II-A-3 Certificates, the
Adjusted Rate Cap
shall equal the
related Net WAC Cap for that Distribution
Date, computed for this purpose by first reducing the Group II Net
WAC Rate by a
per annum rate equal to (i) the product of (a) the Net
Deferred Interest, if
any, on the Group II
Loans for that
Distribution Date and
(b) 12, divided by
(ii) the aggregate
Stated Principal
Balance of the Group II Loans immediately
prior to such Distribution Date.
For the Class M Certificates and the Class B Certificates,
the Adjusted
Rate Cap shall equal the related Net WAC Cap for that Distribution Date,
computed for this purpose by first reducing each of the Group I Net
WAC Rate and
Group II Net WAC Rate by a per annum rate equal to (i) the product of (a) the
Net Deferred
Interest, if any, on the related Mortgage Loans for that
Distribution Date and
(b) 12, divided by
(ii) the aggregate
Stated Principal
Balance of the related
Mortgage Loans
immediately prior to
such Distribution
Date.
For the Class X-IO Certificates and any Distribution Date, the Adjusted
Rate Cap shall equal the Pass-Through Rate for such Class, computed for this
purpose by (i) reducing the weighted average of the Net Mortgage Rates
by a per
annum rate equal to
the quotient
of (a) the Net
Deferred Interest for such
Distribution Date e
multiplied by 12, and
(b) the aggregate
Stated Principal
Balance of the Mortgage Loans immediately prior to such Distribution
Date, and
(ii) calculating the interest accrued on the certificates
(other than the
Class
X-IO Certificates)
by substituting the related "Adjusted Rate Cap" for the
related "Net WAC Cap" in the definition of Pass-Through Rate for each of the
Class A, Class M and Class B Certificates.
Adjustment Date: As to
each Mortgage Loan,
each date set forth in
the
related Mortgage
Note on which an adjustment to the interest rate on such
Mortgage Loan becomes effective.
Available Distribution
Amount: As to any Distribution Date and Loan
Group, an amount equal to (a) the sum of (i) the amount relating to
the Mortgage
Loans on deposit in the Custodial Account as of the close of
business on the
immediately preceding
Determination Date, including any Subsequent Recoveries,
and amounts
deposited
in the Custodial Account in connection with the
substitution of
Qualified Substitute
Mortgage Loans, (ii) the amount of any
Advance made on the
immediately preceding
Certificate
Account Deposit Date,
(iii) any amount deposited in the Certificate Account on the
related Certificate
Account Deposit Date pursuant to the second paragraph of Section
3.12(a), (iv)
any amount deposited
in the Certificate
Account pursuant to
Section 4.07, (v)
any amount that the
Master Servicer
is not permitted to withdraw from the
Custodial Account or the Certificate Account pursuant to Section
3.16(e), (vi)
any amount received
by the Trustee pursuant to the Surety Bond in
respect of
such Distribution Date
and (vii) the proceeds of any Pledged Assets received by
the Master Servicer,
reduced by (b) the sum
as of the close of business on the
immediately preceding
Determination
Date of (v) any
payments or
collections
consisting of Prepayment Charges on the Mortgage Loans that were
received during
the related Prepayment Period; (w) aggregate Foreclosure Profits,
(x) the Amount
Held for Future
Distribution, and (y)
amounts permitted to be withdrawn by the
Master Servicer
from the Custodial Account in respect of the Mortgage
Loans
pursuant to clauses
(ii)-(x), inclusive
of Section
3.10(a), in each case in
respect of the related Loan Group.
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.
Carryover Shortfall
Amount: For any Distribution Date and for the Class
A Certificates,
an amount equal to the
sum of: (i) the excess, if any, of (a)
the amount of Accrued Certificate Interest that would have accrued
on such class
at a Pass-Through Rate equal to LIBOR plus the related Pass-Through Margin (but
not more than 11.000%
per annum)
over (b) the
amount of Accrued
Certificate
Interest on such
class for such
Distribution
Date (in each case
prior to any
reduction for Net Deferred Interest), (ii) the portion of the amount
described
in clause (i) above remaining unpaid from prior Distribution Dates; and (iii)
one month's interest
at the rate described in clause (i)(a) above on the amount
described in clause (ii) above. For any Distribution Date and for the Class M
Certificates and Class
B Certificates,
an amount equal to the
sum of: (i) the
excess, if any, of (a)
the amount of Accrued
Certificate Interest
that would
have accrued
on such class at a Pass-Through Rate equal to LIBOR plus the
related Pass-Through
Margin (but not more
than Net Maximum Rate
Cap) over (b)
the amount of Accrued
Certificate Interest
on such class for such distribution
date (in each case prior to any reduction for Net Deferred
Interest),
(ii) the
portion of the amount
described in clause (i) above remaining unpaid from prior
Distribution Dates;
and (iii) one month's
interest at the rate
described in
clause (i)(a) above on the amount described in clause (ii)
above.
Carryover Shortfall
Reserve Fund: The
reserve fund created pursuant to
Section 4.10.
Carryover Shortfall Reserve Fund Amount: $650,000.
Certificate: Any
Class A, Class X, 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-QO4" and which must be an Eligible
Account.
Certificate Group:
With respect to (i) Loan Group I, the
Class I-A-1,
Class I-A-2 and Class R Certificates and (ii) Loan Group II, the Class
II-A-1,
Class II-A-2 and Class II-A-3 Certificates.
Certificate Policy:
None.
Certificate Principal
Balance: With respect to each Certificate (or, in
the case of a Class
X-PO Certificate, the Class X-PO-I or Class X-PO-II
Component thereof), on any date of determination, an amount equal
to:
(i) the Initial
Certificate Principal
Balance of such Certificate as
specified on the face thereof, plus
(ii) any Subsequent Recoveries added to the Certificate Principal
Balance of such Certificate pursuant to Section 4.02, plus
(iii) an amount equal
to the aggregate Net Deferred Interest added to
the Certificate
Principal Balance
thereof prior to such date of
determination, minus
(iv) the sum of (x) the aggregate of all amounts previously
distributed with
respect to such Certificate (or any predecessor
Certificate) or
Component and applied to reduce the Certificate
Principal Balance thereof pursuant to Section 4.02(a) and (y)
the
aggregate of all
reductions in
Certificate
Principal Balance
deemed to have occurred in connection with Realized Losses which
were previously allocated to such Certificate (or any
predecessor
Certificate) or Component pursuant to Section 4.05;
provided, that the
Certificate
Principal Balance of each Certificate of the
Class of Subordinate
Certificates
with the Lowest
Priority at any given
time
shall be further reduced by an amount equal to the Percentage Interest
represented by such
Certificate
multiplied by the
excess, if any, of (A)
the
then aggregate Certificate Principal Balance of all Classes of
Certificates then
outstanding over (B) the then aggregate Stated Principal Balance of
the Mortgage
Loans.
In the case of any Class of Certificates other than the Class X-IO
Certificates,
Net Deferred Interest
allocated to such Certificates will be added as principal
to the outstanding
Certificate Principal Balance of such Class of Certificates.
With respect to the Class X-IO Certificates, Net Deferred Interest allocated
to
the X-IO Certificates shall be added as principal to the
outstanding Certificate
Principal Balance of the Class X-PO-I or Class X-PO-II Component,
as applicable.
Class A Certificate:
Any one of the Class
I-A-1, Class
I-A-2, Class
II-A-1, Class
II-A-2 and Class A-3
Certificates
executed by the Trustee and
authenticated by the Certificate Registrar substantially in the form annexed
to
the Standard Terms as Exhibit A.
Class M Certificate:
Any one of the Class
M-1, Class M-2 and Class M-3
Certificates.
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.
Class X-IO Certificate: Any one of the Class X-IO
Certificates.
Class X-PO Certificates: Any one of the Class X-PO
Certificates.
Class X-PO-I Component: Solely for purposes of calculating
distributions
of principal and the allocation of Realized Losses on the Mortgage
Loans, the
Class X-PO-I component of the Class X-PO Certificates. The principal balance of
the Class X-PO-I
Component will initially equal $100 and will increase in
accordance with the amount of Net Deferred Interest allocated to the Class X-IO
Certificates with respect to Loan Group I.
Class X-PO-II
Component:
Solely
for purposes of calculating
distributions of principal and the allocation of Realized Losses on
the Mortgage
Loans, the Class X-PO-II component of the Class X-PO Certificates.
The principal
balance of the Class
X-PO-II Component will initially equal $100 and will
increase in accordance with the amount of Net Deferred Interest
allocated to the
Class X-IO Certificates with respect to Loan Group II.
Closing Date: November
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-QO4.
Cut-off Date: November
1, 2005.
Deferred Interest: The amount of interest which is deferred and
added to
the principal balance of a Mortgage Loan due to negative
amortization.
Determination Date:
With respect to any
Distribution Date, the
second
Business Day prior to such Distribution Date.
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
then-current rating assigned to such Certificates by such Rating
Agency).
Group I Certificates: The Class I-A-1, Class I-A-2 and 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,
each such Certificate
(other than the Class R Certificates) evidencing an
interest designated
as a "regular
interest" in REMIC III for purposes of
the
REMIC Provisions and representing an undivided interest in Loan
Group I.
Group I Loans: The Mortgage Loans designated as Group I Loans in
Exhibit
One.
Group I Net WAC Rate or Group II Net WAC Rate: With respect to any
Distribution Date and Loan Group, the weighted average of the Net
Mortgage Rates
of the Mortgage
Loans in the related
Loan Group as of the
end of the calendar
month immediately preceding the month in which such Distribution
Date occurs.
Group I Senior
Percentage:
As of each
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 Group I
Certificates
and the
Class X-PO-I
Component 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) in Loan Group I
immediately prior
to
such Distribution Date.
Group I Senior
Principal Distribution Amount: As to any Distribution
Date, the lesser of (a) the balance of the Available Distribution
Amount related
to Loan Group I
remaining after the distribution therefrom of all amounts
required to be distributed therefrom pursuant to Section
4.02(a)(i)(U) of
this
Series Supplement,
and (b) the sum of the
amounts required to be
distributed
therefrom to the Group I Certificateholders on such Distribution Date
pursuant
to Section 4.02(a)(ii) and Section 4.02(a)(xiv).
Group I Subordinate Component: On any date of determination,
the excess
of the aggregate Stated Principal Balance of the Group I Loans as of
such date
over the aggregate Certificate Principal Balance of the Group I
Certificates and
the Class X-PO-I Component then outstanding.
Group II Certificates:
The Class II-A-1,
Class II-A-2 and Class II-A-3
Certificates executed
by the Trustee and authenticated by the Certificate
Registrar
substantially in the form annexed to the Standard Terms as Exhibit
A,
each such Certificate
evidencing an interest designated as a "regular interest"
in REMIC III for purposes of the REMIC Provisions and representing an
undivided
interest in Loan Group II.
Group II Loans:
The Mortgage Loans designated as Group II Loans in
Exhibit One.
Group II Senior Percentage: As of each 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 Group II
Certificates and
the
Class X-PO-II
Component 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) in Loan Group II
immediately prior to
such Distribution Date.
Group II Senior Principal Distribution Amount: As to any Distribution
Date, the lesser of (a) the balance of the Available Distribution
Amount related
to Loan Group II
remaining after the
distribution
therefrom of all amounts
required to be distributed therefrom pursuant to Section
4.02(a)(i)(V) of
this
Series Supplement,
and (b) the sum of the
amounts required to be
distributed
therefrom to the Group II Certificateholders on such
Distribution Date pursuant
to Section 4.02(a)(ii) and Section 4.02(a)(xiv).
Group II Subordinate Component: On any date of determination, the
excess
of the aggregate Stated Principal Balance of the Group II Loans as
of such date
over the aggregate
Certificate Principal
Balance of the Group
II Certificates
and the Class X-PO-II Component then outstanding.
Interest Accrual Period: With respect to the Class X-IO,
Class X-PO and
Class R Certificates and any Distribution Date, the calendar month
preceding the
month in which such Distribution Date occurs. With respect to the
Class A, Class
M and Class B Certificates and any Distribution Date, the period beginning on
the prior Distribution Date (or, in the case of the first
Distribution Date, the
Closing Date) and ending on the day immediately preceding the
Distribution Date.
Interest Adjustment
Date: With respect to a Mortgage Loan, the date, if
any, specified in the
related Mortgage Note on which the Mortgage Interest Rate
is subject to adjustment.
Initial Monthly
Payment Fund: $926
representing
scheduled principal
amortization and
interest at the Net Mortgage Rate payable during the December
2005 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 X-IO
Certificates,
$796,979,868.
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:
2.85%
Class B-1: 1.05%
Class M-2:
2.30%
Class B-2: 0.90%
Class M-3:
1.55%
Class B-3: 0.65%
Loan Group: Loan Group
I or Loan Group II.
Loan Group I: The
group of Mortgage Loans comprised of the Group I
Loans.
Loan Group II: The group of Mortgage Loans comprised of the Group II
Loans.
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.
LIBOR Certificates:
The Class A, Class M and Class B Certificates.
Marker Rate:
With respect to the Class X-IO Certificates and any
Distribution Date, in
relation to REMIC I Regular Interests LT1, LT2, LT3, LT4,
LT10, LT11,
LT12 and Y1, a per
annum rate equal to two (2) times the weighted
average of the
Uncertificated REMIC I
Pass-Through
Rates for REMIC I
Regular
Interest LT2 and REMIC
I Regular Interest
LT3 (the "Class X-IO
Group I Marker
Rate"). With respect
to the Class X-IO Certificates and any Distribution Date,
in relation to REMIC I Regular Interests LT5, LT6, LT7, LT8,
LT14, LT15,
LT16
and Y2, a per annum
rate equal to two (2)
times the weighted
average of the
Uncertificated REMIC I
Pass-Through Rates for
REMIC I Regular Interest LT6 and
REMIC I Regular
Interest LT7 (the
"Class X-IO Group II Marker Rate"). With
respect to the Class X-PO Certificates and any Distribution Date,
in relation to
REMIC I Regular
Interests LT1, LT2,
LT3, LT4, LT10, LT11,
LT12 and Y1, a per
annum rate equal to
two (2) times the
weighted average of
the Uncertificated
REMIC I Pass-Through Rates for REMIC I Regular Interest LT10 and
REMIC I Regular
Interest LT11 (the "Class X-PO Group I Marker Rate"). With respect to the Class
X-PO Certificates
and any Distribution Date, in relation to REMIC I Regular
Interests LT5, LT6, LT7, LT8, LT14, LT15, LT16 and Y2, a per annum
rate equal to
two (2) times the weighted average of the Uncertificated REMIC I Pass-Through
Rates for REMIC I Regular Interest LT14 and REMIC I Regular
Interest LT15 (the
"Class X-PO Group II Marker Rate").
Maturity Date:
December 25, 2045, the
Distribution
Date immediately
following the latest scheduled maturity date of any Mortgage
Loan.
Maximum Mortgage
Rate: As to any
Mortgage Loan, the
rate indicated in
Exhibit One hereto as the "NOTE CEILING," which rate is the maximum interest
rate that may be applicable to such Mortgage Loan at any time
during the life of
such Mortgage Loan.
Maximum Net
Mortgage Rate: As to any Mortgage Loan and any date of
determination, the
Maximum Mortgage
Rate for such Mortgage
Loan minus the per
annum rate at which the Servicing Fee is calculated.
Minimum Mortgage
Rate: As to any
Mortgage Loan, the greater of (i) the
Note Margin for such
Mortgage Loan and (ii)
the rate indicated in
Exhibit One
hereto as the "NOTE FLOOR" for such Mortgage Loan, which rate may be applicable
to such Mortgage Loan at any time during the life of such 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 in the related Loan
Group:
(a) the Mortgage Loan identifying number ("RFC LOAN #");
(b) the maturity of the Mortgage Note ("MATURITY DATE");
(c) the Mortgage Rate ("ORIG RATE");
(d) the Subservicer pass-through rate ("CURR NET");
(e) the Net Mortgage Rate ("NET MTG RT");
(f) [RESERVED];
(g) the initial
scheduled monthly
payment of principal,
if any, and
interest
("ORIGINAL P & I");
(h) the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(i) the Loan-to-Value Ratio at origination ("LTV");
(j) the rate at which the Subservicing Fee accrues ("SUBSERV FEE") and at which
the Servicing Fee accrues ("MSTR SERV FEE");
(k) a code "T," "BT" or "CT" under the column "LN FEATURE,"
indicating that
the
Mortgage Loan is secured by a second or vacation residence;
(l) a code "N" under the column "OCCP CODE," indicating that the Mortgage Loan
is secured by a non-owner occupied residence;
(m) whether such Mortgage Loan constitutes a Group I Loan or a
Group II Loan;
(n) the Maximum Mortgage Rate ("NOTE CEILING");
(o) the maximum Adjusted Mortgage Rate ("NET CEILING");
(p) the Note Margin for the ("NOTE MARGIN"); and
(q) the first Adjustment Date after the Cut-off Date ("NXT INT CHG
DT").
Such schedule may consist of multiple reports that collectively set
forth all of
the information required.
Mortgage Rate: As to
any Mortgage Loan, the
interest rate borne by the
related Mortgage
Note, or any modification thereto other than a Servicing
Modification. The
Mortgage Rate on the Mortgage Loans will adjust on each
Adjustment Date to equal the sum (rounded to the nearest
multiple of
one-eighth
of one percent
(0.125%) or up to the nearest one-eighth of one percent,
which
are indicated by a "U" on Exhibit One hereto, except in the case of
the Mortgage
Loans indicated
by an "X" on
Exhibit One hereto under the heading "NOTE
METHOD"), of the related Index plus the Note Margin, in each case
subject to the
applicable Initial
Rate Cap, Periodic
Cap, Maximum
Mortgage Rate and
Minimum
Mortgage Rate.
Net Deferred Interest:
On any Distribution
Date, Deferred
Interest on
the Mortgage Loans during the related Due Period net of Principal
Prepayments in
full, partial Principal Prepayments, Liquidation Proceeds and amounts
received
pursuant to Section
2.04 and 4.07,
in that order,
included in the
Available
Distribution Amount
for such Distribution
Date and available to make principal
distributions on the Certificates on that Distribution Date.
Net Maximum
Rate Cap: For any Distribution Date and for the Class M
Certificates and
Class B Certificates, the Net WAC Cap for the Class M
Certificates and Class
B Certificates,
computed for this purpose by assuming
that each Mortgage Loan accrued interest at its maximum loan
rate.
Net Mortgage
Rate: As to each Mortgage Loan, a per annum rate of
interest equal to the
Adjusted Mortgage
Rate less the per
annum rate at which
the Servicing
Fee is calculated; provided that, (i) the Net Mortgage Rate
becoming effective on
any Adjustment Date shall not be greater or less than the
Net Mortgage Rate
immediately prior to
such Adjustment Date
plus or minus the
Initial Rate Cap or Periodic Cap applicable to such Mortgage Loan and (ii)
the
Net Mortgage
Rate for any
Mortgage Loan shall not exceed a rate equal
to the
Maximum Net Mortgage Rate for such Mortgage Loan.
Net WAC Cap:
For any Distribution Date and for the Class I-A-1
Certificates and Class I-A-2 Certificates, the Group I Net WAC Rate
multiplied
by a fraction the numerator of which is 30 and the denominator of which is the
actual number
of days in the related Interest Accrual Period for such
Certificates.
For any Distribution
Date and for the Class
II-A-1, Class II-A-2 and
Class II-A-3
Certificates, the
Group II Net WAC Rate
multiplied by a fraction
the numerator of which is 30 and the denominator of which is the actual number
of days in the related Interest Accrual Period for such
Certificates.
For any Distribution
Date and for the Class
M Certificates and Class B
Certificates, the
weighted average of the Group I Net WAC Rate and the Group II
Net WAC Rate, weighted
on the basis of the related Subordinate Component for
each Loan Group,
multiplied by a
fraction the numerator of which is 30 and the
denominator of which
is the actual number of days in the related Interest
Accrual Period for such Certificates.
Net WAC Rate: With
respect to any
Distribution Date, a
per annum rate
equal to the weighted
average of the Net Mortgage Rates of the Mortgage Loans
weighted on the basis of the respective Stated Principal Balance of each such
Mortgage Loan as of
the beginning
of the related
Due Period, using the Net
Mortgage Rates in effect for the scheduled payments due on those Mortgage
Loans
during such Due Period.
Note Margin: As to each Mortgage Loan, the fixed percentage set
forth in
the related
Mortgage Note and indicated in Exhibit One hereto as the "NOTE
MARGIN," which
percentage is added to the related Index on each Adjustment
Date
to determine (subject
to rounding in accordance with the related Mortgage Note,
the Initial Rate Cap,
the Periodic Cap, the Maximum Mortgage Rate and the
Minimum Mortgage Rate) the interest rate to be borne by such
Mortgage Loan until
the next Adjustment Date.
Notional Amount: As of any Distribution Date, with respect to the
Class
X-IO Certificates, an
amount equal to the Certificate Principal Balance of the
Class I-A-1, Class I-A-2, Class II-A-1, Class II-A-2, Class II-A-3, Class
X-PO,
Class M and Class B Certificates immediately prior to such
date.
Optional Termination
Date: Any Distribution Date on which the Pool
Stated Principal Balance, prior to giving effect to
distributions to be made on
such Distribution
Date, is less than ten
percent of the Cut-off Date Principal
Balance of the Mortgage Loans.
Pass-Through Margin: With respect each Distribution Date, as
follows:
(1)
(2)
Class I-A-1
0.260%
0.520%
Class I-A-2
0.400%
0.800%
Class II-A-1
0.280%
0.560%
Class II-A-2
0.350%
0.700%
Class II-A-3
0.430%
0.860%
Class M-1
0.700%
1.050%
Class M-2
1.200%
1.800%
Class M-3
1.750%
2.625%
Class B-1
1.750%
2.625%
Class B-2
1.750%
2.625%
Class B-3
1.750%
2.625%
(1) For any Interest
Accrual Period occurring on or prior to the
first Distribution
Date following the
first possible
Optional
Termination Date.
(2) For each other Interest Accrual Period.
Pass-Through Rate:
o
With respect to the Class A Certificates, the least of (i) LIBOR
plus
the related
Pass-Through Margin, (ii) the applicable Net WAC Cap and
(iii) 11.000% per annum;
o
With respect to the Class X-IO Certificates, a per annum rate equal
to the excess, if any,
of (a) the Net WAC Rate over (b) a rate equal
to the product of (1)
the interest
accrued on the Class
A, Class M
and Class B
Certificates
for such Distribution Date and (2) 12,
divided by the aggregate Certificate Principal Balance of the Class
A, Class M, Class B and Class X-PO Certificates immediately
preceding
such Distribution Date;
o With
respect to the Class R Certificates, the Group I Net WAC Rate;
o
With respect to the Class M Certificates, a per annum rate equal to
the lesser of (i) LIBOR plus the related Pass-Through Margin and
(ii)
the related Net WAC Cap;
o
With respect
to the Class B
Certificates,
the lesser of (i)
LIBOR
plus the related
Pass-Through
Margin and (ii) the
related Net WAC
Cap;
o The Class X-PO Certificates are not entitled to interest on any
amounts due.
Percentage Interest: With respect to any Certificate (other than a
Class
R Certificate), the undivided percentage ownership interest in the
related Class
evidenced by such
Certificate, which
percentage
ownership interest shall be
equal to the Initial
Certificate Principal
Balance thereof or Initial Notional
Amount (in the case of any Interest Only Certificate) thereof divided by the
aggregate Initial Certificate Principal Balance or the aggregate
of the Initial
Notional Amounts, as applicable, of all the Certificates of the
same Class. With
respect to a Class R Certificate, the interest in distributions to
be made with
respect to such Class evidenced thereby, expressed as a percentage,
as stated on
the face of each such Certificate.
Permitted Investments:
One or more of the following:
(i)
obligations of or
guaranteed
as to timely
payment of
principal and
interest by the United States or any agency or instrumentality thereof
when such obligations
are backed by the full faith and credit of the
United States;
(ii)
repurchase agreements
on obligations
specified in clause
(i) maturing
not more than one month from the date of acquisition thereof, provided
that the unsecured
short-term debt obligations of the party agreeing to
repurchase such
obligations are at the time rated by each Rating Agency
in its highest short-term rating available;
(iii) federal
funds, certificates of
deposit, demand
deposits, time deposits
and
bankers' acceptances
(which shall each have an original maturity of
not more than 90 days and, in the case of bankers' acceptances,
shall in
no event have an original maturity of more than 365 days or
a remaining
maturity of more than 30 days) denominated in United States dollars of
any U.S. depository
institution or trust company incorporated under the
laws of the United States or any state thereof or of any domestic
branch
of a foreign depository institution or trust company; provided that the
debt obligations of such depository institution or trust company at
the
date of acquisition thereof have been rated by each Rating Agency
in its
highest short-term rating available; and, provided further that, if
the
original maturity of such short-term obligations of a domestic
branch of
a foreign depository
institution or trust company shall exceed 30 days,
the short-term rating
of such institution
shall be A-1+ in the case of
Standard & Poor's if Standard & Poor's is a Rating
Agency;
(iv)
commercial paper and
demand notes (having
original maturities of not
more than 365 days) of any corporation incorporated under the laws of
the
United States or any state thereof which on the date of
acquisition
has been rated by each Rating Agency in its highest short-term rating
available; provided
that such commercial
paper shall have a
remaining
maturity of not more than 30 days;
(v)
any mutual fund, money
market fund,
common trust fund or
other pooled
investment vehicle,
the assets of which are limited to instruments that
otherwise would constitute Permitted Investments hereunder and have
been
rated by each Rating Agency in its highest short-term rating available
(in the case of Standard & Poor's such rating 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
assigned to
such Certificates by such Rating Agency, as evidenced in
writing;
provided, however, that no instrument shall be a Permitted
Investment if
it represents,
either (1) the right
to receive only
interest payments with
respect to the
underlying debt
instrument
or (2) the right to
receive both
principal and
interest payments derived from obligations underlying such
instrument and
the principal and interest payments with respect to such
instrument provide
a yield to maturity greater than 120% of the yield to
maturity at par of such underlying obligations. References herein
to the highest
rating available
on unsecured long-term debt shall mean AAA in the case of
Standard & Poor's and Fitch and Aaa in the case of Moody's,
and for purposes
of
this Agreement,
any references herein to the highest rating available on
unsecured commercial
paper and short-term debt obligations shall mean the
following: A-1 in the
case of Standard & Poor's, P-1 in the case of Moody's and
F-1 in the case of Fitch; provided, however, that any Permitted
Investment that
is a short-term debt obligation rated A-1 by Standard & Poor's
must satisfy the
following additional
conditions: (i) the
total amount of debt from A-1 issuers
must be limited to the
investment of monthly
principal and interest
payments
(assuming fully amortizing collateral); (ii) the total amount of
A-1 investments
must not represent
more than 20% of the aggregate outstanding Certificate
Principal Balance of the Certificates and each investment must not
mature beyond
30 days; (iii) the
terms of the debt must
have a predetermined
fixed dollar
amount of principal due at maturity that cannot vary; and (iv) if the
investments may be liquidated prior to their maturity or are
being relied on to
meet a certain yield, interest must be tied to a single interest
rate index plus
a single fixed spread (if any) and must move proportionately with
that index.
Prepayment Assumption:
With respect to the Mortgage Loans, a prepayment
assumption of 20% CPR,
used for determining the accrual of original issue
discount and market discount and premium on the Certificates for federal
income
tax purposes.
Prepayment Charge:
With respect to any
Mortgage Loan,
the charges or
premiums, if any,
received in connection
with a full or partial
prepayment of
such Mortgage Loan in accordance with the terms thereof.
Prepayment Charge
Loan: Any Mortgage Loan for which a Prepayment Charge
may be assessed and to which such Prepayment Charge the Class X-IO
Certificates
are entitled, as indicated on the Mortgage Loan Schedule.
Prepayment
Distribution
Percentage: With
respect to any
Distribution
Date and each Class of Subordinate Certificates for each Loan Group,
under the
applicable
circumstances set forth below, the respective percentages set forth
below:
(i)
For any Distribution
Date prior to the
Distribution
Date in December
2015
(unless the
Certificate Principal
Balances of the
related Senior
Certificates have been reduced to zero or the circumstances set
forth in
the third paragraph of the definition of Senior Accelerated
Distribution
Percentage exist), 0%.
(ii) For
any Distribution Date for which clause (i) above does not apply,
and
on which any Class of Subordinate Certificates is 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.
Record Date: With respect to each Distribution Date and (a) each Class
of Certificates, other than the LIBOR Certificates, the close of
business on the
last Business
Day of the
month preceding the month in which the related
Distribution Date
occurs and (b) the LIBOR Certificates, the business day
immediately prior to such Distribution Date, as long as the
certificates are DTC
registered certificates.
REMIC I: The segregated pool of assets related to this Series
(except as
provided below),
with respect to which
a REMIC election is to be made pursuant
to this Agreement, consisting of:
(i)
the Mortgage
Loans and the related Mortgage Files and collateral
securing such Mortgage Loans,
(ii) all
payments on and
collections in respect
of the Mortgage
Loans due
after the Cut-off Date (other than Monthly Payments due in the month of
the Cut-off Date) as shall be on deposit in the Custodial
Account or in
the Certificate
Account and identified
as belonging to the Trust Fund,
but not including amounts on deposit in the Initial Monthly Payment
Fund
and not including any Prepayment Charges,
(iii) property
that secured a Mortgage Loan and that has been acquired for the
benefit of the
Certificateholders
by foreclosure or deed in lieu of
foreclosure,
(iv) the
hazard insurance
policies and Primary Insurance Policies, if any,
and
(v)
all proceeds of clauses (i) through (iv) above.
Notwithstanding the foregoing, the REMIC election with respect to
REMIC
I specifically
excludes the Initial Monthly Payment Fund, the Yield
Maintenance
Agreement Reserve Fund and the Carryover Shortfall Reserve
Fund.
REMIC I Certificates:
The Class R-I Certificates.
REMIC I Distribution
Amount: For any
Distribution Date, the
Available
Distribution Amount
shall be distributed to the Uncertificated REMIC I Regular
Interests and the Class R-I Certificates in the following amounts
and priority:
(a) first,
from the portion of the Available Distribution Amount
attributable to the Group I Mortgage Loans, to the
Uncertificated
REMIC I Regular
Interests LT1, LT2,
LT4, LT 10, LT12 and Y1 pro
rata, in an
amount equal to (x) their Uncertificated Accrued
Interest for such
Distribution
Date, plus (y) any amounts in
respect thereof
remaining unpaid from previous Distribution
Dates; and
(b) an
amount equal to the
remainder of the portion of the Available
Distribution Amount
attributable
to the Group I
Mortgage Loans
after the distributions made pursuant to clause (a) above,
allocated as follows (except as provided below):
(i) in
respect of REMIC I Regular Interests LT2, LT3, LT4, LT10,
LT11, LT12
and Y1, their respective Principal Distribution
Amounts;
(ii) in respect
of REMIC I Regular
Interest LT1 any
remainder until
the Uncertificated Principal Balance thereof is reduced to
zero;
(iii) in respect of
REMIC I Regular
Interests LT2,
LT3, LT4, LT10,
LT11, LT12 and Y1, any
remainder pro rata according to their
respective
Uncertificated
Principal Balances as
reduced by the
distributions deemed
made pursuant to (i) above, until their
respective Uncertificated Principal Balances are reduced to
zero;
(iv)
first, any
remainder to the Uncertificated REMIC I Regular
Interests LT1, LT2, LT3, LT4, LT10, LT11, LT12 and Y1 pro rata
according to
the amount of unreimbursed Realized Losses
allocable to
principal previously allocated to each such
Uncertificated REMIC I Regular Interest, the aggregate amount
of
any distributions
to the Certificates as
reimbursement of such
Realized Losses on
such Distribution
Date pursuant to
Section
4.02(e);
provided,
however, that
any amounts distributed
pursuant to this
paragraph (b)(iv) shall not cause a
reduction
in the Uncertificated Principal Balances of any of the
Uncertificated REMIC I Regular Interests; and
(v)
second, any remaining amounts to the Class R-I Certificates.
(c) first,
from the portion of the Available Distribution Amount
attributable to
the Group II Mortgage Loans, to the
Uncertificated REMIC I
Regular Interests
LT5, LT6, LT8, LT
14,
LT16 and Y2 pro rata, in an amount equal to (x) their
Uncertificated Accrued
Interest for such Distribution Date, plus
(y) any amounts in respect thereof remaining unpaid from
previous
Distribution Dates; and
(d) an
amount equal to the
remainder of the portion of the Available
Distribution Amount
attributable to the
Group II Mortgage Loans
after the distributions made pursuant to clause (a) above,
allocated as follows (except as provided below):
(i) in
respect of REMIC I Regular Interests LT6, LT7, LT8, LT14,
LT15, LT16
and Y2, their respective Principal Distribution
Amounts;
(ii) in respect
of REMIC I Regular
Interest LT5 any
remainder until
the Uncertificated Principal Balance thereof is reduced to
zero;
(iii) in respect of
REMIC I Regular
Interests LT6,
LT7, LT8, LT14,
LT15, LT16 and Y2, any
remainder pro rata according to their
respective
Uncertificated
Principal Balances as
reduced by the
distributions deemed
made pursuant to (i) above, until their
respective Uncertificated Principal Balances are reduced to
zero;
(iv)
first, any
remainder to the Uncertificated REMIC I Regular
Interests LT5, LT6, LT7, LT8, LT14, LT15, LT16 and Y2 pro rata
according to
the amount of unreimbursed Realized Losses
allocable to
principal previously allocated to each such
Uncertificated REMIC I Regular Interest, the aggregate amount
of
any distributions
to the Certificates as
reimbursement of such
Realized Losses on
such Distribution
Date pursuant to
Section
4.02(e);
provided,
however, that
any amounts distributed
pursuant to this
paragraph (b)(iv)
shall not cause a reduction
in the Uncertificated Principal Balances of any of the
Uncertificated REMIC I Regular Interests; and
(v)
second, any remaining amounts to the Class R-I Certificates.
REMIC I Net Negative
Amortization:
For any Distribution Date, Net
Deferred Interest
shall be allocated to the REMIC I Regular Interests, as
follows: Net
Deferred Interest attributable to the Group I Mortgage
Loans,
first, shall be
allocated to the REMIC I Regular Interest Y1 to the extent,
if
any, that the Principal Reduction Amount for such REMIC I Regular
Interest is
negative and, second,
any remaining Net Deferred Interest attributable to the
Group I Mortgage Loans
shall be allocated to the REMIC I Regular Interest LT1.
Net Deferred Interest
attributable to the Group II Mortgage Loans, first, shall
be allocated to the
REMIC I Regular
Interest to the extent, if any, that the
Principal Reduction
Amount for such REMIC
I Regular Interest is
negative and.
Second, any
remaining Net Deferred Interest attributable to the Group II
Mortgage Loans shall be allocated to the REMIC I Regular Interest
LT5.
REMIC I Realized Losses: For any Distribution Date, Realized Losses on
the Mortgage
Loans shall be
allocated to the
Uncertificated
REMIC I Regular
Interests as
follows: (1) the interest portion of such Realized Losses
attributable to Group
I Mortgage Loans,
if any, shall be
allocated among
the
Uncertificated REMIC I
Regular Interests LT1,
LT2, LT4, LT 10, LT12 and Y1 pro
rata according
to the amount of interest accrued but unpaid thereon, in
reduction thereof. Any interest portion of such Realized Losses in
excess of the
amount allocated
pursuant to the preceding sentence shall be treated as a
principal portion of
Realized Losses not attributable to any specific Mortgage
Loan and allocated pursuant to the succeeding sentences. The principal portion
of Realized Losses attributable to the Group I Mortgage Loans shall
be allocated
to the Uncertificated
REMIC I Regular Interests LT1, LT2, LT3, LT4, LT10, LT11,
LT12 and Y1 as follows: first, the principal portion of such Realized
Losses
shall be allocated,
first, to REMIC I
Regular Interests
LT2, LT3, LT4,
LT10,
LT11, LT12 and Y1 pro
rata according
to their respective REMIC I Principal
Reduction Amounts to
the extent
thereof in
reduction of the Uncertificated
Principal Balance thereof and, second, the remainder, if any, of such principal
portion of such Realized Losses shall be allocated to REMIC
I Regular Interest
LT1 in reduction of the Uncertificated Principal Balance thereof;
and (2) the
interest portion of
such Realized
Losses attributable to Group II Mortgage
Loans, if any,
shall be allocated among the Uncertificated REMIC I Regular
Interests LT5, LT6,
LT8, LT 14, LT16 and Y2 pro rata according to the amount of
interest accrued but unpaid thereon, in reduction thereof.
Any interest
portion
of such Realized
Losses in excess of the amount allocated pursuant to the
preceding sentence
shall be treated as a principal portion of Realized Losses
not attributable
to any specific
Mortgage Loan and
allocated pursuant to
the
succeeding sentences.
The principal portion
of Realized Losses attributable to
the Group II Mortgage
Loans shall be
allocated to the
Uncertificated REMIC
I
Regular Interests LT5, LT6, LT7, LT8, LT14, LT15, LT16 and Y2 as
follows: first,
the principal portion
of such Realized
Losses shall be
allocated, first,
to
REMIC I Regular
Interests LT6,
LT7, LT8, LT14, LT15, LT16 and Y2 pro rata
according to their respective REMIC I Principal Reduction Amounts to the
extent
thereof in reduction
of the Uncertificated Principal Balance thereof and,
second, the remainder, if any, of such principal portion of such
Realized Losses
shall be allocated to REMIC I Regular Interest LT5 in reduction of the
Uncertificated Principal Balance thereof.
REMIC I Principal
Reduction Amounts:
For any Distribution Date, the
amounts by which the principal balances of the REMIC I Regular
Interests LT1,
LT2, LT3, LT4, LT5, LT6, LT7, LT8, LT10, LT11, LT12, LT14, LT15, LT16, Y1 and
Y2, respectively, will be reduced on such Distribution Date by the
allocation of
Realized Losses and
the distribution
of principal as
determined in accordance
with the provisions in the Appendix.
REMIC I Regular
Interest LT1 Principal
Distribution
Amount: For any
Distribution Date, the excess, if any, of the REMIC I Principal
Reduction Amount
for REMIC I Regular
Interest LT1 for such
Distribution Date over
the Realized
Losses allocated to
REMIC I Regular Interest LT1 on such Distribution Date in
reduction of the Uncertificated Principal Balance thereof.
REMIC I Regular
Interest LT2 Principal
Distribution
Amount: For any
Distribution Date, the excess, if any, of the REMIC I Principal
Reduction Amount
for REMIC I Regular
Interest LT2 for such
Distribution Date over
the Realized
Losses allocated to
REMIC I Regular Interest LT2 on such Distribution Date in
reduction of the Uncertificated Principal Balance thereof.
REMIC I Regular
Interest LT3 Principal
Distribution
Amount: For any
Distribution Date, the excess, if any, of the REMIC I Principal
Reduction Amount
for REMIC I Regular
Interest LT3 for such
Distribution Date over
the Realized
Losses allocated to
REMIC I Regular Interest LT3 on such Distribution Date in
reduction of the Uncertificated Principal Balance thereof.
REMIC I Regular
Interest LT4 Principal
Distribution
Amount: For any
Distribution Date, the excess, if any, of the REMIC I Principal
Reduction Amount
for REMIC I Regular
Interest LT4 for such
Distribution Date over
the Realized
Losses allocated to
REMIC I Regular Interest LT4 on such Distribution Date in
reduction of the Uncertificated Principal Balance thereof.
REMIC I Regular
Interest LT5 Principal
Distribution
Amount: For any
Distribution Date, the excess, if any, of the REMIC I Principal
Reduction Amount
for REMIC I Regular
Interest LT5 for such
Distribution Date over
the Realized
Losses allocated to
REMIC I Regular Interest LT5 on such Distribution Date in
reduction of the Uncertificated Principal Balance thereof.
REMIC I Regular
Interest LT6 Principal
Distribution
Amount: For any
Distribution Date, the excess, if any, of the REMIC I Principal
Reduction Amount
for REMIC I Regular
Interest LT6 for such
Distribution Date over
the Realized
Losses allocated to
REMIC I Regular Interest LT6 on such Distribution Date in
reduction of the Uncertificated Principal Balance thereof.
REMIC I Regular
Interest LT7 Principal
Distribution
Amount: For any
Distribution Date, the excess, if any, of the REMIC I Principal
Reduction Amount
for REMIC I Regular
Interest LT7 for such
Distribution Date over
the Realized
Losses allocated to
REMIC I Regular Interest LT7 on such Distribution Date in
reduction of the Uncertificated Principal Balance thereof.
REMIC I Regular
Interest LT8 Principal
Distribution
Amount: For any
Distribution Date, the excess, if any, of the REMIC I Principal
Reduction Amount
for REMIC I Regular
Interest LT8 for such
Distribution Date over
the Realized
Losses allocated to
REMIC I Regular Interest LT8 on such Distribution Date in
reduction of the Uncertificated Principal Balance thereof.
REMIC I Regular
Interest LT10 Principal Distribution Amount: For any
Distribution Date, the excess, if any, of the REMIC I Principal
Reduction Amount
for REMIC I Regular Interest LT10 for such Distribution Date over the Realized
Losses allocated to REMIC I Regular Interest LT10 on such
Distribution
Date in
reduction of the Uncertificated Principal Balance thereof.
REMIC I Regular
Interest LT11 Principal Distribution Amount: For any
Distribution Date, the excess, if any, of the REMIC I Principal
Reduction Amount
for REMIC I Regular Interest LT11 for such Distribution Date over the Realized
Losses allocated to REMIC I Regular Interest LT11 on such
Distribution
Date in
reduction of the Uncertificated Principal Balance thereof.
REMIC I Regular
Interest LT12 Principal Distribution Amount: For any
Distribution Date, the excess, if any, of the REMIC I Principal
Reduction Amount
for REMIC I Regular Interest LT12 for such Distribution Date over the Realized
Losses allocated to REMIC I Regular Interest LT12 on such
Distribution
Date in
reduction of the Uncertificated Principal Balance thereof.
REMIC I Regular
Interest LT14 Principal Distribution Amount: For any
Distribution Date, the excess, if any, of the REMIC I Principal
Reduction Amount
for REMIC I Regular Interest LT14 for such Distribution Date over the Realized
Losses allocated to REMIC I Regular Interest LT14 on such
Distribution
Date in
reduction of the Uncertificated Principal Balance thereof.
REMIC I Regular
Interest LT15 Principal Distribution Amount: For any
Distribution Date, the excess, if any, of the REMIC I Principal
Reduction Amount
for REMIC I Regular Interest LT15 for such Distribution Date over the Realized
Losses allocated to REMIC I Regular Interest LT15 on such
Distribution
Date in
reduction of the Uncertificated Principal Balance thereof.
REMIC I Regular
Interest LT16 Principal Distribution Amount: For any
Distribution Date, the excess, if any, of the REMIC I Principal
Reduction Amount
for REMIC I Regular Interest LT16 for such Distribution Date over the Realized
Losses allocated to REMIC I Regular Interest LT16 on such
Distribution
Date in
reduction of the Uncertificated Principal Balance thereof.
REMIC I Regular
Interest Y1
Principal Distribution Amount: For any
Distribution Date, the excess, if any, of the REMIC I Principal
Reduction Amount
for REMIC I Regular
Interest Y1 for such
Distribution Date over
the Realized
Losses allocated to
REMIC I Regular
Interest Y1 on such
Distribution Date
in
reduction of the Uncertificated Principal Balance thereof.
REMIC I Regular
Interest Y2
Principal Distribution Amount: For any
Distribution Date, the excess, if any, of the REMIC I Principal
Reduction Amount
for REMIC I Regular
Interest Y2 for such
Distribution Date over
the Realized
Losses allocated to
REMIC I Regular
Interest Y2 on such
Distribution Date
in
reduction of the Uncertificated Principal Balance thereof.
REMIC II: The segregated pool of assets consisting of the
Uncertificated
REMIC I Regular
Interests conveyed in
trust to the Trustee pursuant to Section
2.06 for the benefit
of the holders of the
Class A-1,
Class A-2,
Class A-3,
Class X-IO, Class
X-PO, Class M-1,
Class M-2, Class M-3,
Class B-1, Class B-2
and Class B-3
Certificates and the
Class R-II
Certificates, with
respect to
which a separate REMIC
election is to be
made. The REMIC election with respect
to REMIC II
specifically excludes
the Initial Monthly
Payment Fund, the Yield
Maintenance Agreement Reserve Fund and the Carryover Shortfall
Reserve Fund.
REMIC II Certificates: Any of the Class A-1, Class A-2, Class A-3,
Class
X-IO, Class X-PO,
Class M-1,
Class M-2,
Class M-3,
Class B-1, Class B-2
and
Class B-3 Certificates and the Class R-II Certificates.
REMIC II Regular
Interests: The Class
A-1, Class A-2, Class A-3, Class
X-IO, Class M-1,
Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3
Certificates exclusive
of any rights to the payment of Carryover Shortfall
Amounts and of any
obligation to make payments in respect of such amounts,
and
the REMIC II Regular Interest X-PO-PO and the REMIC II Regular
Interest X-PO-IO.
Senior Accelerated
Distribution
Percentage:
With
respect to any
Distribution Date occurring on or prior to the 120th Distribution
Date and, with
respect to
any Loan Group, 100%. With respect to any Distribution Date
thereafter and any such Loan Group, as follows:
(i)
for any Distribution
Date after the 120th
Distribution Date but
on or
prior to the 132nd
Distribution Date, the related Senior Percentage for
such Distribution Date
plus 70% of the related Subordinate Percentage
for such Distribution Date;
(ii) for
any Distribution Date
after the 132nd
Distribution Date but
on or
prior to the 144th
Distribution Date, the related Senior Percentage for
such Distribution Date
plus 60% of the related Subordinate Percentage
for such Distribution Date;
(iii) for any
Distribution Date
after the 144th
Distribution Date but
on or
prior to the 156th
Distribution Date, the related Senior Percentage for
such Distribution Date
plus 40% of the related Subordinate Percentage
for such Distribution Date;
(iv) for
any Distribution Date
after the 156th
Distribution Date but
on or
prior to the 168th
Distribution Date, the related Senior Percentage for
such Distribution Date
plus 20% of the related Subordinate Percentage
for such Distribution Date; and
(v)
for any Distribution Date thereafter, the related Senior Percentage
for
such Distribution Date.
Any scheduled reduction, as described in the preceding paragraph,
shall
not be made as of any Distribution Date unless:
(a)
the outstanding
principal balance of
the Mortgage Loans in both
Loan Groups delinquent 60 days or more (including Mortgage Loans
which are in
foreclosure, have
been foreclosed or otherwise
liquidated, or
with respect to which the Mortgagor is in
bankruptcy and any REO
Property) averaged over the last six
months, as a percentage of the aggregate outstanding Certificate
Principal Balance of the Subordinate Certificates, is less than
50% and
(b)
Realized Losses on the Mortgage Loans in both Loan Groups to
date
for such Distribution
Date, if occurring during the eleventh,
twelfth, thirteenth,
fourteenth and
fifteenth 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.
Notwithstanding the
foregoing,
if (a) the weighted average of the
Subordinate Percentage
for both Loan
Groups is equal to or
in excess of twice
the initial
weighted average of the Subordinate Percentages for both Loan
Groups, (b) the outstanding principal balance of the Mortgage Loans
in both Loan
Groups delinquent
60 days or
more (including Mortgage Loans which are in
foreclosure, have been
foreclosed or otherwise liquidated, or with respect to
which the Mortgagor is
in bankruptcy and any
REO Property)
averaged over the
last six months,
as a percentage of the aggregate outstanding Certificate
Principal Balance
of the Subordinate Certificates, does not exceed 50% and
(c)(i) prior to the
Distribution Date in
December 2008,
cumulative
Realized
Losses on the Mortgage Loans in both Loan Groups do not exceed 20%
of the sum of
the initial Certificate Principal Balances of the Subordinate
Certificates, and
(ii) thereafter,
cumulative Realized
Losses on the Mortgage Loans in both Loan
Groups do not
exceed 30% of the sum of the initial Certificate Principal
Balances of the
Subordinate
Certificates, then (A)
on any Distribution
Date
prior to the
Distribution
Date in December 2008, each Senior Accelerated
Distribution Percentage for such Distribution Date will equal the
related Senior
Percentage for
that Distribution Date plus 50% of the related Subordinate
Percentage for such
Distribution Date, and
(B) on any Distribution Date on or
after the Distribution Date in December 2008, each Senior Accelerated
Distribution Percentage for that Distribution Date will equal the
related Senior
Percentage for that Distribution Date.
Notwithstanding the
foregoing, on any
Distribution
Date on which the
weighted average
of the Group I Senior Percentage and Group II Senior
Percentage, weighted
on the basis of the Stated Principal Balances of the
Mortgage Loans in the
related Loan Group,
exceeds the weighted
average of the
initial Group I Senior Percentage and Group II Senior Percentage
(calculated on
such basis), each of
the Senior Accelerated
Distribution
Percentages for such
Distribution Date will equal 100%.
Notwithstanding the
foregoing,
upon
reduction of the Certificate
Principal Balances
of the related
Senior Certificates to zero, the related
Senior Accelerated Distribution Percentage will equal 0%.
Senior Certificate:
Any one of the Class
A, Class X-IO, Class
X-PO 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 Percentage:
The Group I Senior
Percentage with
respect to Loan
Group I or the Group II Senior Percentage with respect to Loan
Group II.
Senior Principal
Distribution
Amount: The Group I Senior Principal
Distribution Amount
with respect to Loan Group I or the Group II Senior
Principal Distribution Amount with respect to Loan Group II.
Stated Principal
Balance: With respect
to any Mortgage Loan or related
REO Property, as of
any Distribution Date,
(i) the sum of (a) the Cut-off Date
Principal Balance of
the Mortgage Loan plus
(b) any amount by which the Stated
Principal Balance
of the Mortgage Loan has been increased pursuant to a
Servicing Modification
and (c) any amount by which the Stated Principal Balance
of the Mortgage Loan has been increased for Deferred
Interest pursuant to the
terms of the related Mortgage Note on or prior to the Distribution Date, minus
(ii) the sum of (a) the principal portion of the Monthly Payments due with
respect to such Mortgage Loan or REO Property during each Due
Period ending with
the Due Period related to the previous Distribution Date which were
received or
with respect to which
an Advance was made,
and (b) all Principal
Prepayments
with respect to such Mortgage Loan or REO Property, and all Insurance Proceeds,
Liquidation Proceeds
and REO Proceeds, to the extent applied by the Master
Servicer as recoveries of principal in accordance with Section 3.14
with respect
to such Mortgage
Loan or REO
Property, in each case which were distributed
pursuant to Section 4.02 on any previous Distribution Date, and (c)
any Realized
Loss allocated
to Certificateholders with respect thereto for any previous
Distribution Date.
Subordinate Component:
With respect to (i) Loan Group I, the Group
I
Subordinate Component
and (ii) Loan Group II, the Group II Subordinate
Component.
Subordinate
Principal
Distribution
Amount: With
respect to any
Distribution Date and Loan Group and each Class of Subordinate
Certificates, (a)
the sum of (i) the
product of (x) the
Class's pro rata share, based on the
Certificate Principal
Balance of each such Class then outstanding, and (y) the
aggregate of the amounts calculated for such Distribution Date under clauses
(1), (2) and (3) of Section 4.02(a)(ii)(A) of this Series
Supplement
(without
giving effect to the related Senior Percentage) to the extent not
payable to the
related Senior
Certificates
and to the extent not
applied to offset
Deferred
Interest; (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)(B)(b) of this Series
Supplement (without giving effect to the related Senior Accelerated
Distribution
Percentage) to the extent such collections are not otherwise
distributed to the
related Senior
Certificates
and to the extent not
applied to offset
Deferred
Interest; (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 on the Mortgage Loans in the related Loan Group to
the extent not
payable to the Senior
Certificates
and to the
extent not applied to offset
Deferred Interest; and (iv) 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
related
Capitalization
Reimbursement Amount for such Distribution Date, multiplied by
a
fraction, the
numerator of which is the related 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 related Classes of
Certificates, in
each
case to the extent
derived from the related Available Distribution Amount
without giving effect
to any reductions for
the Capitalization
Reimbursement
Amount.
Trust Fund: REMIC I,
REMIC II, the Initial
Monthly Payment Fund,
the
Yield Maintenance
Agreement Reserve Fund and the Carryover
Shortfall Reserve
Fund.
Uncertificated Accrued
Interest: With respect to each Uncertificated
REMIC I Regular
Interest on each
Distribution
Date, an amount equal to one
month's interest at the related Uncertificated REMIC I
Pass-Through Rate on the
Uncertificated
Principal Balance
of such Uncertificated REMIC I Regular
Interest.
Uncertificated Accrued Interest on the Uncertificated REMIC I
Regular
Interests will be reduced by any Prepayment Interest Shortfalls and Relief Act
Interest Shortfalls,
allocated among such Uncertificated REMIC I Regular
Interests pro rata.
Uncertificated
Principal
Balance: The
principal amount of any
Uncertificated
REMIC I Regular Interest outstanding as of any date of
determination. The Uncertificated Principal Balance of each
Uncertificated REMIC
I Regular Interest
shall be reduced by all distributions of principal made
on,
and allocation
of Realized Losses to, such Uncertificated REMIC I Regular
Interest on such Distribution Date. The Uncertificated Principal
Balance of each
Uncertificated REMIC I Regular Interest shall never be less than
zero.
Uncertificated REMIC I
Regular Interests: The
uncertificated
partial
undivided beneficial
ownership interests in REMIC I, designated as REMIC I
Regular Interests
LT1, LT2, LT3, LT4,
LT5, LT6, LT7, LT8,
LT10, LT11,
LT12,
LT14, LT15, LT16, Y1 and Y2, each having an Uncertificated
Principal Balance
as
specified herein
and bearing interest at a rate equal to the related
Uncertificated REMIC I Pass-Through Rate.
Uncertificated
REMIC I Pass-Through Rate: With respect to any
Distribution Date and:
(i) REMIC I Regular Interests LT1, LT2, LT10 and Y1, the
Net WAC Rate of the Group I Mortgage Loans, (ii) REMIC I Regular Interests LT3
and LT11, zero (0.00%), (iii) REMIC I Regular Interests
LT4 and LT12, twice the
Net WAC Rate of the Group I Mortgage Loans, (iv) REMIC I Regular Interests
LT5,
LT6, LT14 and Y2, the Net WAC Rate of the Group II Mortgage
Loans, (v) REMIC I
Regular Interests LT7
and LT15, zero (0.00%) and (vi) REMIC I Regular Interests
LT8 and LT16, twice the Net WAC Rate of the Group II Mortgage
Loans.
Undercollateralized
Amount: With
respect any Certificate Group and
Distribution Date, the excess of (i) the aggregate Certificate
Principal Balance
of such Certificate
Group and the Class
X-PO Component
for the related
Loan
Group over (ii) the aggregate Stated Principal Balance of the Mortgage Loans
in
the related Loan Group, in each case calculated on such
Distribution Date
after
giving effect to
distributions
to be made
thereon (other than amounts to be
distributed pursuant to Section 4.02(g) on such Distribution
Date).
Undercollateralized
Certificate Group:
With respect any
Distribution
Date, a Certificate Group and the Class X-PO
Component for the related Loan
Group for which the related Undercollateralized Amount exceeds
zero.
Underwriter: Greenwich
Capital Markets, Inc..
Yield Maintenance
Agreements:
The agreements
dated as of the
Closing
Date, between the Trustee and the Yield Maintenance Agreement
Provider, relating
to the Class A Certificates, or any replacement, substitute,
collateral or other
arrangement in lieu thereof.
Yield Maintenance
Agreement Provider: Bank of New York 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.
Yield Maintenance
Agreement Reserve
Fund: The account
established and
maintained by the Trustee pursuant to Section 4.09 hereof.
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
LIBOR 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 LIBOR 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 LIBOR
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, 4.21% 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 LIBOR 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 LIBOR 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
payment-option
adjustable-rate
mortgage loans
with a negative
amortization feature,
and 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 with respect to two
Mortgage Loans
representing
approximately 0.1% of the aggregate Stated
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 0.8% 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 0.5% of
the Mortgage Loans 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 83.70% of the Mortgage Loans by aggregate Stated
Principal
Balance as of the Cut-off Date were underwritten under a reduced loan
documentation program,
approximately
0.28% 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 0.66%
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 12.47%
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 Regulation
Section
1.860G-2(a)(1), (2),
(4), (5), (6), (7) and (9) 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), (6), (7) and (9);
(xiii) A policy of
title insurance
was effective as of the closing of each
Mortgage Loan and is
valid and binding
and remains in full force and
effect, unless the Mortgaged Properties are located in the State of
Iowa
and an attorney's
certificate
has been provided as described in the
Program Guide;
(xiv) None of
the Mortgage Loans is a Cooperative Loan;
(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;
(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 are Additional Collateral Loans and none of
the Mortgage Loans are Pledged Asset Loans.
It is understood and agreed that the representations and warranties
set forth in
this Section 2.03(b) shall survive delivery of the respective
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 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 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,
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 and the Class R-II 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
Section 3.01 Master
Servicer to Act as
Servicer. (See Section
3.01 of
the Standard Terms)
Section 3.02
Subservicing
Agreements
Between Master
Servicer and
Subservicers;
Enforcement of
Subservicers'
and Sellers'
Obligations. (See Section 3.02 of the Standard Terms)
Section 3.03 Successor
Subservicers. (See
Section 3.03 of the Standard
Terms)
Section 3.04 Liability of the Master Servicer. (See Section 3.04 of the
Standard Terms)
Section 3.05 No Contractual Relationship Between Subservicer and
Trustee
or Certificateholders. (See Section 3.05 of the Standard Terms)
Section 3.06
Assumption or
Termination of
Subservicing
Agreements by
Trustee. (See Section 3.06 of the Standard Terms)
Section 3.07
Collection of Certain
Mortgage Loan Payments; Deposit to
Custodial Account.
(a)
(See Section 3.07(a) of the Standard Terms)
(b)
The Master Servicer
shall establish and maintain a Custodial
Account in which the Master Servicer shall deposit or cause to
be deposited on a daily basis, except as otherwise specifically
provided herein, the following payments and collections
remitted
by Subservicers
or received
by it in respect of
the Mortgage
Loans subsequent
to the Cut-off Date
(other than in respect of
principal and interest
on the Mortgage
Loans due on or
before
the Cut-off Date):
(i) All payments on
account of principal,
including Principal
Prepayments made by
Mortgagors on the Mortgage Loans and the principal
component of any Subservicer Advance or of any REO Proceeds
received in
connection with
an REO Property for which an REO Disposition has
occurred;
(ii) All payments on account of interest at the Adjusted
Mortgage
Rate on the Mortgage
Loans, including
Buydown Funds,
if any, and the
interest component
of any Subservicer Advance or of any REO Proceeds
received
in connection with an REO Property for which an REO Disposition
has occurred;
(iii) Insurance Proceeds, Subsequent Recoveries and Liquidation
Proceeds (net of any related expenses of the Subservicer);
(iv) All proceeds of any Mortgage Loans purchased pursuant to
Section 2.02,
2.03, 2.04 or 4.07 (including amounts received from
Residential Funding
pursuant to the last
paragraph of Section 4 of the
Assignment Agreement
in respect of any
liability,
penalty or expense
that resulted from a breach of the Compliance With Laws Representation
and all amounts required to be deposited in connection with the
substitution of a Qualified Substitute Mortgage Loan pursuant to
Section
2.03 or 2.04;
(v) Any amounts
required to be deposited pursuant to Section
3.07(c) or 3.21;
(vi) All amounts
transferred from the Certificate Account to the
Custodial Account in accordance with Section 4.02(a);
(vii) Any amounts realized by the Subservicer and received by
the
Master Servicer in respect of any Additional Collateral;
(viii) Any amounts
received by the Master Servicer in respect of
Pledged Assets; and
(ix) Any amounts
received by the Master
Servicer in
connection
with any Prepayment Charges on the Prepayment Charge Loans.
The foregoing requirements for deposit in the Custodial Account
shall be
exclusive, it being
understood and agreed that, without limiting the generality
of the foregoing, payments on the Mortgage Loans which are not part
of the Trust
Fund (consisting
of payments in respect of principal and interest on the
Mortgage Loans due on or before the Cut-off Date) and payments or
collections in
the nature
of late payment charges or assumption fees may but need not be
deposited by the
Master Servicer in the
Custodial Account. In the event any
amount not required to be deposited in the Custodial Account is so deposited,
the Master Servicer
may at any time
withdraw such amount from the Custodial
Account, any provision herein to the contrary notwithstanding.
Amounts received
by the Master Servicer in connection with Prepayment Charges on the Prepayment
Charge Loans shall be remitted by the Master Servicer on the
Certificate Account
Deposit Date to the Trustee. The Custodial Account may contain
funds that belong
to one or more trust funds created for mortgage pass-through certificates of
other series and may contain other funds respecting payments on mortgage loans
belonging to the Master Servicer or serviced or master
serviced by it on behalf
of others.
Notwithstanding such commingling of funds, the Master Servicer
shall
keep records
that accurately reflect the funds on deposit in the
Custodial
Account that have been
identified by it as being attributable to the Mortgage
Loans.
With respect to Insurance Proceeds, Liquidation Proceeds, REO Proceeds
and the proceeds of the purchase of any Mortgage Loan pursuant to
Sections 2.02,
2.03, 2.04 and 4.07
received in any
calendar month,
the Master
Servicer may
elect to treat such amounts as included in the Available
Distribution Amount for
the Distribution Date in the month of receipt, but is not obligated
to do so. If
the Master Servicer so elects, such amounts will be deemed to have
been received
(and any related Realized Loss shall be deemed to have occurred) on
the last day
of the month prior to the receipt thereof.
(c)
(See Section 3.07(c) of the Standard Terms)
(d)
(See Section 3.07(d) of the Standard Terms)
(e) Notwithstanding Section 3.07(a), The Master Servicer shall not
waive
(or permit a
Subservicer
to waive) any Prepayment Charge unless: (i) the
enforceability thereof
shall have been limited by bankruptcy, insolvency,
moratorium,
receivership and other
similar laws relating to creditors' rights
generally, (ii) the
enforcement
thereof is
illegal, or any local, state or
federal agency
has threatened legal action if the prepayment penalty is
enforced, (iii) the
collectability
thereof shall have been limited due to
acceleration in
connection with a foreclosure or other involuntary payment or
(iv) such waiver is standard and customary in servicing
similar Mortgage Loans
and relates to a default or a reasonably foreseeable default and would, in the
reasonable judgment of the Master Servicer, maximize recovery of total
proceeds
taking into account the value of such Prepayment Charge and the
related Mortgage
Loan. In no
event will the Master Servicer waive a Prepayment Charge in
connection with a
refinancing
of a Mortgage Loan that is not related to a
default or a reasonably foreseeable default. If a Prepayment Charge is
waived,
but does not meet the standards described above, then the Master Servicer is
required to remit the amount of such waived Prepayment Charge to the Trustee
at
the time that the amount prepaid on the related Mortgage Loan is required to
be
deposited into the Custodial Account.
Notwithstanding
any other provisions of this Agreement,
any payments made
by
the Master Servicer in respect of any waived Prepayment Charges
pursuant to this
Section shall be deemed to be paid outside of the Trust Fund and
not part of any
REMIC.
Section 3.08.
Subservicing Accounts;
Servicing Accounts (See Section
3.08 of the Standard Terms)
Section 3.09. Access to Certain Documentation and Information
Regarding
the Mortgage Loans (See Section 3.09 of the Standard Terms)
Section 3.10.
Permitted Withdrawals
from the Custodial Account (See
Section 3.10 of the Standard Terms)
Section 3.11. Maintenance of the Primary Insurance Policies;
Collections
Thereunder (See Section 3.011 of the Standard Terms)
Section 3.12.
Maintenance of Fire
Insurance and Omissions and Fidelity
Coverage (See Section 3.12 of the Standard Terms)
Section 3.13.
Enforcement of
Due-on-Sale
Clauses; Assumption and
Modification
Agreements; Certain
Assignments (See Section 3.13
of the Standard Terms)
Section 3.14.
Realization Upon
Defaulted Mortgage Loans (See Section
3.14 of the Standard Terms)
Section 3.15. Trustee
to Cooperate; Release of Mortgage Files (See
Section 3.15 of the Standard Terms)
Section 3.16. Servicing and Other Compensation; Compensating
Interest
(a) (See Section 3.16(a) of the Standard Terms)
(b) Additional
servicing compensation
in the form of assumption
fees, late
payment charges, investment income on amounts in the
Custodial Account
or the Certificate Account or otherwise (but not
including Prepayment
Charges) shall be
retained by the Master Servicer
or the Subservicer to the extent provided herein, subject to clause (e)
below.
(c) (See Section 3.16(c) of the Standard Terms)
(d) (See Section 3.16(d) of the Standard Terms)
(e) (See Section 3.16(e) of the Standard Terms)
Section 3.17. Reports
to the Trustee and the Company (See Section 3.17
of the Standard Terms)
Section 3.18. Annual Statement as to Compliance (See Section 3.18
of the
Standard Terms)
Section 3.19. Annual
Independent Public
Accountants' Servicing
Report
(See Section 3.19 of the Standard Terms)
Section 3.20. Rights
of the Company in
Respect of the Master
Servicer
(See
Section 3.20 of the Standard Terms)
Section 3.21.
Administration of
Buydown Funds (See Section 3.21 of the
Standard Terms)
Section 3.22 Advance
Facility (See Section 3.2 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 (x) the
Master Servicer on behalf of the
Trustee or
(y) 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
respecting
the final distribution), either (1) in
immediately available
funds (by wire
transfer or otherwise) to the
account of such
Certificateholder
at a bank or
other entity having
appropriate facilities
therefor, if such Certificateholder has so
notified the Master Servicer or the Paying Agent, as the case may
be, or
(2) if such Certificateholder has not so notified the Master
Servicer or
the Paying
Agent by the Record Date, by check mailed to such
Certificateholder at
the address of such Holder appearing in the
Certificate Register, such Certificateholder's share (which share shall
be based on the aggregate of the Percentage Interests represented by
Certificates of the
applicable
Class held by such Holder) of the
following amounts,
in the following order
of priority (subject
to the
provisions of Sections
4.02(b) and 4.02(c) below), in each case to the
extent of the related Available Distribution Amount:
(i)
(U) from the Available Distribution Amount related to the Group I
Loans,
to the Group I Certificates and the Class X-IO Certificates, on a pro
rata basis based on the Accrued Certificate Interest payable on such
Classes of Certificates with respect to such Distribution
Date, Accrued
Certificate
Interest on
such Classes of Certificates for such
Distribution Date,
plus any Accrued Certificate Interest thereon
remaining unpaid from any previous Distribution Date except as
provided
in the last paragraph
of this Section 4.02(a) (the "Group I Senior
Interest Distribution
Amount");
provided,
however,
that amounts
distributable to
Holders of the Class X-IO Certificates in respect of
Accrued Certificate
Interest will be reduced to the extent necessary to
pay any Carryover
Shortfall Amount on
the Class A, Class M and Class B
Certificates on the
Distribution Date
(after giving effect to payments
made pursuant
to the Yield
Maintenance
Agreement and the Carryover
Shortfall Reserve
Fund) and such
amounts will be paid
to the Class A,
Class M and Class B Certificates on a pro rata basis in accordance
with
their respective Carryover Shortfall Amounts derived from Loan
Group I;
(V) from the Available
Distribution Amount related to the
Group II Loans, to the Group II Certificates and the Class X-IO
Certificates, on a pro
rata basis based on the Accrued Certificate
Interest payable on
such Classes of
Certificates with
respect to such
Distribution Date,
Accrued Certificate Interest on such Classes of
Certificates for such
Distribution Date,
plus any Accrued
Certificate
Interest thereon
remaining unpaid from any previous Distribution Date
except as provided in the last paragraph of this Section 4.02(a) (the
"Group II Senior Interest Distribution Amount"); provided, however,
that
amounts distributable
to Holders of the Class X-IO Certificates in
respect of Accrued
Certificate Interest
will be reduced to the
extent
necessary to pay any Carryover Shortfall Amount on the Class A,
Class M
and Class B Certificates on the Distribution Date (after giving effect
to payments made
pursuant to the Yield
Maintenance
Agreement and the
Carryover Shortfall
Reserve Fund) and such
amounts will be paid to the
Class A, Class M and Class B Certificates on a pro rata basis in
accordance with their
respective Carryover
Shortfall Amounts derived
from Loan Group II;
(ii) to
the related Senior
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 related 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 in the
related Loan Group,
whether or not received on or prior to the related Determination
Date;
(2)
except to the extent applied to offset Deferred Interest on any
Distribution Date, the
Stated Principal Balance of any Mortgage Loan in
the related Loan Group repurchased during the preceding calendar month
(or deemed to have
been so repurchased in accordance with Section
3.07(b)) 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; and
(3)
except to the extent applied to offset Deferred Interest on any
Distribution Date,
the principal portion of all other unscheduled
collections with respect to the related Loan Group (other than
Principal
Prepayments in Full and Curtailments and amounts received
in connection
with a Cash
Liquidation or REO
Disposition
of a Mortgage Loan in
the
related Loan Group
described in Section
4.02(a)(ii)(B) of this
Series
Supplement, including without limitation any related 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))
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;
(B)
except to the extent applied to offset Deferred Interest on any
Distribution Date,
with respect to each
Mortgage Loan in the related
Loan Group for which a Cash Liquidation or a REO Disposition occurred
during the preceding
calendar month (or was deemed to have occurred
during such period in
accordance
with Section 3.07(b)) and did not
result in any Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses or Extraordinary Losses, an amount equal to the
lesser
of (a) the related Senior Percentage for such Distribution Date times
the Stated Principal
Balance of such
Mortgage Loan and (b) the related
Senior Accelerated
Distribution
Percentage for such
Distribution Date
times the related unscheduled collections (including without
limitation
Insurance Proceeds, Liquidation Proceeds and REO Proceeds) to the
extent
applied by the Master Servicer as recoveries of principal of the
related
